EX-99.4 5 dp246544-ex9904.htm EXHIBIT 99.4

 

EXHIBIT 99.4

 

 

 

 

 

 

Vinci Compass Investments Ltd.

 

Unaudited Interim Condensed Consolidated Financial Statements as of March 31, 2026

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1 

Vinci Compass Investments Ltd.

 

Consolidated balance sheets

All amounts in thousands of Brazilian reais unless otherwise stated

 

Assets   Note   03/31/2026   12/31/2025  
               
Current assets              
Cash and cash equivalents   5(c)            208,545            280,091  
Cash and bank deposits   5(c)            106,053            121,498  
Financial instruments at fair value through profit or loss   5(c)              84,671            153,729  
    Financial instruments at amortized cost   5(c)              17,821                4,864  
Financial instruments at fair value through profit or loss   5(d)            755,707         1,534,471  
Accounts receivable   5(a)            190,973            214,706  
Taxes recoverable                  20,011              20,010  
Other assets   7              76,954              70,168  
Total current assets             1,252,190         2,119,446  
               
Non-current assets              
Financial instruments at fair value through profit or loss   5(d)            883,744            151,615  
Financial instruments at amortized cost   6                5,741                6,141  
Accounts receivable   5(a)   27,384                          17,518  
Taxes recoverable                    3,003                1,225  
Deferred taxes   21              39,873              47,393  
Other assets   7              37,687              38,315  
                 997,432            262,207  
               
Investments accounted for using the equity method   8(b)   69,903                          65,796  
Judicial deposits   24   49,655   43,999  
Property and equipment   9              71,456              74,095  
Right of use – Leases   11            134,225            141,226  
Intangible assets   10         1,318,733         1,326,216  
Total non-current assets             2,641,404         1,913,539  
               
Total assets       3,893,594         4,032,985  

 

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 Brazilian reais unless otherwise stated

 

Liabilities and equity   Note   03/31/2026   12/31/2025  
               
Current liabilities              
Trade payables                  13,692               13,369   
Leases   11 and 5(e)              29,508              33,307  
Accounts payable   12   39,843              38,101  
Labor and social security obligations   13            57,115             199,422  
Loans and obligations   15   41,543    93,862   
Taxes and contributions payable   14   40,858              35,047  
Deferred revenue   26   14,295    -   
Financial instruments at fair value through profit or loss   5   9,706    -   
Total current liabilities       246,560             413,108  
               
Non-current liabilities              
Accounts payable   12                   -                   6  
Leases   11 and 5(e)            124,430            126,877  
Labor and social security obligations   13                7,635                 9,221  
Loans and obligations   15   845,529   872,770  
Deferred taxes   21                3,900                4,641  
Provision for contingencies   24   50,136    44,446   
Retirement plans liabilities   16            528,814            508,416  
Total non-current liabilities             1,560,444          1,566,377   
               
Total liabilities       1,807,004    1,979,485   
               
Equity   17          
Share capital                         19                     19  
Additional paid-in capital             2,236,406         2,236,406  
Treasury shares   17(e)          (306,608)          (306,608)  
Retained earnings       138,344               91,974   
Other comprehensive income and other reserves       (59,633)              (43,013)  
              2,008,528          1,978,778   
               
Non-controlling interests   8(c)              78,062               74,722   
               
Total equity             2,086,590          2,053,500   
               
Total liabilities and equity             3,893,594          4,032,985   

 

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 three-month period ended March 31

All amounts in thousands of Brazilian reais unless otherwise stated

 

Statements of Income   Note   03/31/2026   03/31/2025
             
             
Net revenue from services rendered   18   274,855    234,721 
             
General and administrative expenses   19   (188,591)   (175,445)
             
Operating profit       86,264    59,276 
             
Finance income   20   75,878    30,409 
Finance expenses   20   (24,492)   (20,196)
             
Finance profit, net       51,386    10,213 
             
Equity gain/(loss)       885    (2,201)
             
Profit before income taxes       138,535    67,288 
             
Income taxes   21   (29,197)   (11,360)
             
Profit for the period       109,338    55,928 
             
Attributable to the shareholders of the parent company       103,019    56,532 
Attributable to non-controlling interests       6,319    (604)
             
Basic earnings per share in Brazilian Reais   17 (f)   1.57    0.89 
Diluted earnings per share in Brazilian Reais   17 (f)   1.49    0.86 

 

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 three-month period ended March 31

All amounts in thousands of Brazilian reais unless otherwise stated

 

    03/31/2026   03/31/2025  
           
Profit for the period                109,338   55,928  
           
Other comprehensive income          
Items that may be reclassified to profit or loss:          
Foreign exchange variance of investees                  (23,007)   (18,391)  
           
Total comprehensive income for the period                  86,331   37,537  
           
Attributable to:          
Shareholders of the parent company                   80,012   38,141  
Non-controlling interests                     6,319   (604)  
           
                   86,331   37,537  

 

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 three months ended March 31

All amounts in thousands of Brazilian Reais, unless otherwise stated

 

  Share   Additional   Retained   Other   Treasury       Non-controlling   Total
  capital   Paid-in capital   earnings   reserves   shares   Total   interests   equity
                               
                               
At January 01, 2025 18   2,097,712     30,682     73,769     (259,773)    1,942,408     (365)    1,942,043 
                               
Profit for the period -   -   56,532    -    -    56,532    (604)   55,928 
Other comprehensive income:                              
   Foreign exchange variation of investee located abroad -   -   -    (18,391)     (18,391)   -    (18,391)
Share based payments -   -     5,351    -    5,351    -    5,351 
Treasury shares bought, net of shares sold -   -   -    -    (40,309)   (40,309)   -    (40,309)
Allocation of profit:                              
Dividends -   -   -    (55,012)   -    (55,012)   -    (55,012)
                               
                               
At March 31, 2025 18   2,097,712    87,214     5,717     (300,082)    1,890,579     (969)    1,889,610 
                               
At January 01, 2026 19   2,236,406    91,974     (43,013)    (306,608)    1,978,778     74,722     2,053,500 
                               
Profit for the period -   -   103,019    -    -    103,019    6,319    109,338 
Other comprehensive income:                              
   Foreign exchange variation of investee located abroad -   -   -    (23,007)   -    (23,007)   -    (23,007)
Revaluation of redemption liability             (1,831)   -    (1,831)   -    (1,831)
Share based payments (Note 25 (c)) -   -   -    8,218    -    8,218    -    8,218 
Allocation of profit:                              
Dividends -   -   (56,649)    -     -    (56,649)   (2,979)   (59,628)
                               
At March 31, 2026 19   2,236,406    138,344     (59,633)    (306,608)    2,008,528     78,062     2,086,590 

 

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

 

F-6 

Vinci Compass Investments Ltd.

 

Interim consolidated statements of cash flows

Three-month period ended March 31

All amounts in thousands of Brazilian Reais, unless otherwise stated

 

  Notes 03/31/2026   03/31/2025
Cash flows from operating activities        
         
Profit before income taxes   138,535    67,288 
Adjustments to reconcile net income to cash flows from operations:         
Depreciation and amortization 19 17,259    13,838 
Investment income and exchange variation of financial instruments at fair value through profit or loss   4,923    25,865 
Net foreign exchange on liabilities at amortized cost  15(i) (28,358)   (44,685)
Interest expense on loans and obligations 20 15,916    16,141 
Gains on remeasurement of contingent consideration 20 (42,895)   (9,546)
Share based payments 19 5,753    5,003 
Financial result on lease agreements 20 3,891    3,694 
Net profit/(loss) of investments accounted for using the equity method 8(b) (885)   2,201 
Other adjustments   (469)   (2,942)
    113,670    76,857 
Changes in assets and liabilities        
Accounts receivables   13,898    65,680 
Taxes recoverable   (1,779)   7,673 
Other assets   (17,140)   13,775 
Trade payables   8,203    763 
Deferred revenue   6,415    15,514 
Accounts payable   13,276    (17,462)
Labor and social security obligations   (140,364)   (119,410)
Taxes and contributions payable   (2,779)   (12,058)
Sales/(purchases) of financial instruments related to retirement plans   3,631    (32,933)
Contribution for retirement plans   2,915    30,160 
Deferred taxes   1,922    (489)
    (111,802)   (48,787)
         
Cash generated from operations   1,868    28,070 
Income tax paid   (11,147)   (11,770)
Net cash inflow / (outflow) from operating activities   (9,279)   16,300 
         
Cash flows from investing activities        
Purchases of property and equipment and additions to intangible assets   (3,770)   (8,343)
Purchase of financial instruments at fair value through profit or loss   (256,226)   (60,243)
Sales of financial instruments at fair value through profit or loss   315,774    137,547 
Purchase and sales of financial instruments at amortized cost   400    657 
Capital increase in joint ventures investments 8(b) (9,637)   (3,933)
         
Net cash inflow from investing activities   46,541    65,685 
         
Cash flows from financing activities        
    Interest payments of loans and obligations 15 (15,247)   (15,993)
    Principal payments of loans and obligations 15 (13,890)   (15,354)
    Treasury shares acquisition paid, net of treasury shares sold 17(e) -    (40,367)
    Lease payments, net of sublease received   (9,596)   (7,260)
    Dividends paid 17(d) (56,933)   (54,675)
         
Net cash inflow / (outflow) from financing activities   (95,666)   (133,649)
         
Net decrease in cash and cash equivalents   (58,404)   (51,663)
         
Cash and cash equivalents at the beginning of the period 5(c) 280,091    223,302 
         
Foreign exchange variation of cash and cash equivalents in subsidiary   (13,142)   (7,856)
         
Cash and cash equivalents at the end of the period 5(c) 208,545    163,782 

 

Non-cash financing activities Dividends declared and not yet paid until March 31, 2026 and 2025 were R$ 89 and R$ 2,696 (Note 12), respectively.

Consideration payable, contingent consideration (earn-out) and redemption liability as of March 31, 2026 and December 31, 2025 were 308,304 and 355,388 (Note 15), respectively. Vinci expects to pay the contingent consideration through its equity instruments. However, in accordance with IAS 32, the earn-out obligation was classified as a financial liability.

 

The accompanying notes are an integral part of these interim condensed 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

 

1Operations

 

Vinci Compass Investments Ltd. is an exempted company incorporated in the Cayman Islands (referred to herein as "Entity", "Group" or "Vinci Compass"). 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 October 06, 2025, Vinci Compass announced an agreement for a business combination with Verde, one of Brazil's leading multi-strategy asset managers with a widely recognized brand. On December 01, 2025, the transaction was completed. Please see note 8(a) in further detail regarding the transaction.

 

Tax Reform on Consumption

 

In Brazil, Constitutional Amendment No. 132/2023 introduced a broad consumption tax reform, establishing a dual VAT model composed of the federal Contribution on Goods and Services (CBS) and the subnational Tax on Goods and Services (IBS), as well as a federal Selective Tax (IS). The main rules governing IBS, CBS and IS were enacted through Complementary Law No. 214/2025, while Complementary Law No. 227/2026 established the IBS Management Committee and related administrative rules.

 

The transition period is expected to run from 2026 to 2032, during which the current and new tax systems will coexist. Management is monitoring the implementation of the Reform and, based on the information available as of March 31, 2026, does not expect a significant impact on these interim condensed consolidated financial statements.

 

Galeão Transaction

 

In August 2025, an investment fund managed by Vinci Compass through its infrastructure strategy and within the Real Assets segment entered into an agreement to acquire an interest in Rio de Janeiro Aeroporto S.A. ("RJA”), an existing holding company wholly owned by Changi Airports Ltd ("Changi”). RJA holds an interest in the concessionaire of Aeroporto Internacional Tom Jobim, or Galeão ("GIG Airport” or "Galeão”), alongside Infraero. The completion of this part of the transaction was contingent upon the satisfaction of specific conditions, which were met in September 2025.

 

The transaction was structured to position the fund, together with Changi Airports through RJA, as an incumbent participant in the assisted sale process (the "Auction”) for the new Galeão concession, which occurred on March 30, 2026.

 

RJA lost the bid and on March 30, 2026, Aena Desarrollo Internacional ("Aena”) was declared the winning bidder in the Auction for the airport. As a result, RJA became entitled to receive an indemnification in connection with the transfer of its interest in the concession to the winning bidder, subject to certain conditions. The results of the Auction are expected to be ratified between mid-May and June 2026, at which time the amount of indemnification payable to RJA is expected to be determined.

 

Vinci Compass is expected to receive a portion of the indemnification in connection with activities undertaken prior to the Auction, including the involvement of Vinci Compass’s infrastructure team, in its capacity as fund manager, in the negotiation and the review of contract renegotiations to be implemented under the new rules of the concession, as well as general expenses incurred during the pre-auction period. As the receipt of the indemnification is subject to precedent conditions and, consequently, to the achievement of certain performance obligations, no amounts related to the indemnification agreement had been recorded at Vinci Compass as of March 31, 2026.

 

Based on current Vinci Compass’ estimates, the amount expected to be received by Vinci Compass under the indemnification

 

F-8 

Vinci Compass Investments Ltd.

 

Notes to the interim consolidated financial statements

All amounts in thousands of Brazilian Reais, unless otherwise stated

 

arrangement would be approximately R$100 million, net of taxes and general expenses. Such amount is currently expected to be received in the late third quarter or early fourth quarter of 2026.

 

2Summary of significant accounting policies

 

2.1Basis 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, 2025.

 

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 issuance of these financial statements was authorized by the Entity's management on May 11, 2026.

 

(a)Interim consolidated financial statements

 

Vinci 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 March 31, 2026 and December 31, 2025 are as follows:

 

  Interest - %
       
  03/31/2026   12/31/2025
       
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

 

F-9 

Vinci Compass Investments Ltd.

 

Notes to the interim consolidated financial statements

All amounts in thousands of Brazilian Reais, unless otherwise stated

 

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. 90   90
Vinci Vida e Previdência S.A. (3) 90   90
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
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
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
Compass Group GP S.à r.l. (Compass GP Luxemburgo) (8) 100   100
Inversiones La Esmeralda SpA (8) 100   100
Compass GSO COF IV Solutions GP Ltd (8) 100   100

 

F-10 

Vinci Compass Investments Ltd.

 

Notes to the interim consolidated financial statements

All amounts in thousands of Brazilian Reais, unless otherwise stated

 

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
Verde Empreendimentos e Participações S.A. (9) 50   50
Verde Asset Agro e Imobiliário Ltda. (9) 35   35
Verde Asset Management S.A. (9) 50   50
Verde Serviços Internacionais S.A. (9) 50   50
VC Holding LATAM S.A.S. 100   100
MNVC UK Ltd. 100   100
AGILIZANDO TUS FINANZAS, S.A.P.I. de C.V., SOFOM, E.N.R. 100   100
Vinci Lacan IV GP, LLC 100   100
VISA GP, LLC 100   100
VIR V GP, LLC 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.

(9)Subsidiaries consolidated after Verde business combination. Please see note 8(a)(iv) for further details of the transaction.

 

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

 

F-11 

Vinci Compass Investments Ltd.

 

Notes to the interim consolidated financial statements

All amounts in thousands of Brazilian Reais, unless otherwise stated

 

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.

 

2.2Segment 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.

 

3Accounting 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.

Consolidation of subsidiaries.

Fair value measurement of financial assets.

Fair value measurement of retirement plans liabilities.

Provision for contingent liabilities.

Impairment for goodwill and other intangible assets.

Fair value measurement of contingent consideration.

Fair value of share-based payments.

Financial evaluation of compound instruments.

Estimated useful lives for fixed and intangible assets.

Purchase price allocation on business combinations.

Estimative and assumptions related to lease contracts, including variable considerations, evaluation of implicit interest rate and extensions options.

 

4Financial 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.

 

4.1Financial 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.

 

F-12 

Vinci Compass Investments Ltd.

 

Notes to the interim consolidated financial statements

All amounts in thousands of Brazilian Reais, unless otherwise stated

 

(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 March 31, 2026, and December 31, 2025 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.

Advances to projects in progress.

 

While cash and cash equivalents are also subject to the impairment requirements of IFRS 9, the expected impairment loss was immaterial.

 

 

(b)Market risk

 

(i) Foreign exchange risk

 

At the reporting date, the carrying amount of the Group’s financial assets and liabilities exposed to other currencies, as listed below:

 

Balance sheet   03/31/2026   12/31/2025
         
Cash and cash equivalents   118,655    120,834 
Financial instruments at fair value through profit or loss   200,086    214,142 
Accounts receivable   40,190    40,674 
Taxes recoverable   4,889    6,729 
Other receivables   29,668    26,848 
Current assets   393,488    409,227 
         
Financial instruments at fair value through profit or loss   124,223    128,720 
Intangible assets   18,100    16,915 
Financial instruments at amortized cost   21,930    11,883 
Investments accounted for using the equity method   67,737    61,592 
Deferred taxes   11,720    14,988 
Lease, property and equipment   57,130    66,802 
Non-current assets   300,840    300,900 
         
Trade payables   17,479    14,086 
Leases   41,305    45,978 
Accounts payable   1,272    997 
Loans and obligations   37,957    35,459 
Labor and social security obligations   22,427    59,167 
Taxes and contributions payable   14,589    9,911 
Current liabilities   135,029    165,598 
         
Other payables   -    7 
Loans and obligations   532,357    561,284 
Related parties   21,294    4,894 
Deferred taxes   8,723    9,884 
Non-current liabilities   562,374    576,069 
         
Net Equity exposed to other currencies (comprised as below)   (3,075)   (31,540)
         
Net Equity exposed to US Dollars   (100,699)   (118,585)
Net Equity exposed to Euros   2,273    2,194 
Net Equity exposed to Pounds   1,440    1,995 
Net Equity exposed to Chilean Pesos   53,423    43,522 
Net Equity exposed to Uruguayan Pesos   (8,199)   (7,846)
Net Equity exposed to Colombian Pesos   5,341    5,161 
Net Equity exposed to Argentine Pesos   413    (721)
Net Equity exposed to Mexican Pesos   14,213    15,677 
Net Equity exposed to Peruvian Sols   28,720    27,063 

 

F-13 

Vinci Compass Investments Ltd.

 

Notes to the interim consolidated financial statements

All amounts in thousands of Brazilian Reais, unless otherwise stated

 

The aggregate net foreign exchange gains/losses recognized in profit or loss were:

 

Net foreign exchange result   03/31/2026   03/31/2025
         
Financial revenue   17,429   1,140
Financial expense   -   -
         
Net foreign exchange result, net   17,429   1,140

 

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$ 208,545 (12/31/2025 – R$ 280,091) that are expected to readily generate cash inflows for managing liquidity risk.

 

F-14 

Vinci Compass Investments Ltd.

 

Notes to the interim consolidated financial statements

All amounts in thousands of Brazilian Reais, unless otherwise stated

 

Net debt reconciliation

 

This section sets out an analysis of net debt and the movements in net debt for each of the years presented.

 

  03/31/2026 12/31/2025
Cash and cash equivalents 208,545              280,091
Financial instruments at fair value through profit or loss (i) 755,707           1,534,471
Financial instruments at amortized cost 5,741  6,141 
Judicial deposits (ii) 49,655  43,999 
Trade payables (13,692)             (13,369)
Labor and social security obligations (64,750)           (208,643)
Accounts payable (39,843)             (38,107)
Lease liabilities (153,938)           (160,184)
Convertible preferred shares (486,348)           (513,765)
Commercial notes (78,801)             (87,326)
Consideration payable (9)               (6,029)
Banco Security (13,617)             (10,153)
Provisions for contingencies (ii) (50,136)             (44,446)
Retirement plans liabilities (528,814)           (508,416)
Net debt (410,300)             274,264 

 

The contingent consideration and the redemption liability were not included in the net debt calculation. The contingent consideration and the redemption liability, subject to certain conditions, can be settled by shares held in treasury or shares issued by Vinci Compass.

 

(i)Comprised of liquid and illiquid investments. Liquid investments are current assets that are traded in an active market. Illiquid investments are comprised of assets that trade infrequently.

 

(ii)Judicial deposits and provisions for contingencies were included in the net debt reconciliation, as they are directly related to the same underlying legal proceedings and substantially offset each other, resulting in an immaterial net impact on reported net debt.

 

  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, 2024 (241,257) (861,542) (374,813) (119,455) 223,302  1,531,036 
             
Cash flow and dividends provision (18,862) 75,779  (76,173) 27,578  47,952  (80,753)
Fair value and monetary adjustments -  (2,951) (57,430)   13,039  84,188 
Addition and finance expenses accrual -  (247,431) -  (68,307) - 
Foreign exchange adjustments -  69,513  -  (4,202)
December 31, 2025 (260,119) (966,632) (508,416) (160,184) 280,091  1,534,471 
             
Cash flow and dividends provision 141,834  29,136  (2,919) 9,604  (74,149) 80,074 
Fair value adjustment -  -  (17,479) 3,086  29,792 
Addition and finance expenses accrual -  22,066  (1,945) - 
Foreign exchange adjustments 28,358   -  (1,413) (483)
Reclassification from current to non-current assets           (888,630)
March 31, 2026 (118,285) (887,072) (528,814) (153,938) 208,545  755,707 

 

F-15 

Vinci Compass Investments Ltd.

 

Notes to the interim consolidated financial statements

All amounts in thousands of Brazilian Reais, unless otherwise stated

 

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 March 31, 2026
Less than 1 year Between 1 and 3 years Over 3 years Total Carrying amount
           
Trade payables (13,692) - - (13,692) (13,692)
Labor and social security obligations (57,115) (7,635) - (64,750) (64,750)
Lease liabilities (31,229) (56,969) (71,825) (160,022) (153,938)
Accounts payable (39,843) - - (39,843) (39,843)
Loans and financing (131,493) (193,574) (992,498) (1,317,565) (887,072)
Total (273,372) (258,178) (1,064,323) (1,595,872) (1,159,295)

 

 

Contractual maturities of
financial liabilities
at December 31, 2025
Less than 1 year Between 1 and 3 years Over 3 years Total Carrying amount
           
Trade payables (13,369) - - (13,369) (13,369)
Labor and social security obligations (199,422) (9,221) - (208,643) (208,643)
Lease liabilities (33,307) (68,344) (121,243) (222,894) (160,184)
Accounts payable (38,107) - - (38,107) (38,107)
Loans and financing (93,862) (200,618) (1,073,934) (1,368,414) (966,632)
Total (378,067) (278,183) (1,195,177) (1,851,427) (1,403,095)

 

(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:

 

0.60% (or R$ 9.7 million) of the financial investment portfolio for a confidence interval of 95% on March 31, 2026 (0.57% or R$ 9.2 million on December 31, 2025).

0.97% (or R$ 15.6 million) of the financial investment portfolio for a confidence interval of 99% on March 31, 2026 (0.90% or R$ 14.6 million on December 31, 2025).

Additionally, the Group evaluated the financial investment portfolio on March 31, 2026 and December 31, 2025, through stress scenarios according to the main risk factors related to its investments, as presented in the table below:

 

F-16 

Vinci Compass Investments Ltd.

 

Notes to the interim consolidated financial statements

All amounts in thousands of Brazilian Reais, unless otherwise stated

 

 

      Financial Impact (**)
Risk Factor Variation in Stress Scenario (*) 03/31/2026 12/31/2025
Current inflation Inflation index  -100bps   3.9 3.9
Exchange traded real estate funds Share prices  -10%   (25.9) (13.3)
Brazilian stock prices Share prices  -10%   1.5 (2.6)
Fixed-rate offshore rates US yield curve  -100bps   (0.3) (0.1)
Foreign exchange rate Foreign exchange rates  10% (***)   8.3 5.1
Domestic base overnight rate Domestic base overnight rate  -100bps   (5.4) (5.0)

 

(*) 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.

 

F-17 

Vinci Compass Investments Ltd.

 

Notes to the interim consolidated financial statements

All amounts in thousands of Brazilian Reais, unless otherwise stated

 

5Financial 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.

 

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 (FVTPL), transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at FVTPL are expensed in profit or loss.

 

The Group holds the following financial instruments:

 

Financial assets   Section   03/31/2026   12/31/2025
             
Accounts receivable   (a)              218,357        232,224
Other financial assets at amortized cost   (b)                69,661   72,043
Cash and cash equivalents   (c)              208,545        280,091
Financial assets at fair value through profit or loss (FVTPL)   (d)           1,639,451     1,686,086
              2,136,014     2,270,444
             
Financial liabilities            
             
Liabilities at amortized cost   (e)              118,285        260,119
Financial liabilities at fair value through profit or loss (FVTPL)   (d)                  9,706   -
Lease liabilities   (e)              153,938        160,184
Loans and obligations   (e)              887,072        966,632
Retirement plans liabilities   (e)              528,814        508,416
              1,697,815     1,895,351

 

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.

 

F-18 

Vinci Compass Investments Ltd.

 

Notes to the interim consolidated financial statements

All amounts in thousands of Brazilian Reais, unless otherwise stated

 

a)Accounts receivable

 

Current assets     03/31/2026   12/31/2025
Accounts receivable from contracts with customers                191,605        215,338
Loss allowance                     (632)              (632)
           
Non-current assets          
Accounts receivable from contracts with customers                  27,384          17,518
               218,357        232,224

 

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.

 

Non-current accounts receivable comprised by long-term advisory fees related to Real Estate projects, administration fees contingent upon the realization of invested fund assets and unrealized performance fee. 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 unrealized performance fees will be received during 2026. However, since its realization is subject to uncertainty, the balance is presented as a non-current receivable.

 

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.

 

No write-downs or impairment losses were recognized during the period. The allowance for expected credit losses as of March 31, 2026 amounted to R$ 632 (R$ 632 as of December 2025).

 

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. 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:

 

        03/31/2026   12/31/2025
             
Employees loans (Note 7 (iii))       17,655   17,093
Receivable from employees (Note 7 (i))       23,592   28,207
Advances to projects in progress (Note 7 (iv))       28,414   26,743
        69,661   72,043

 

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.

 

F-19 

Vinci Compass Investments Ltd.

 

Notes to the interim consolidated financial statements

All amounts in thousands of Brazilian Reais, unless otherwise stated

 

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

 

      03/31/2026   12/31/2025
           
Cash and bank deposits                106,053        121,498
Financial instruments at fair value through profit or loss (i)                  84,671        153,729
Financial instruments at amortized cost (ii)                  17,821            4,864
               208,545        280,091

 

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.

 

(i) Comprises certificates of deposits issued by Banco Bradesco (credit 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 (FVTPL):

 

-Mutual funds;

-Private markets funds;

-Real Estate Investments;

-Derivatives financial instruments;

-Listed equity securities.

 

Financial assets and liabilities measured at FVTPL include the following categories:

 

        03/31/2026   12/31/2025
             
Current assets       755,707            1,534,471
Mutual funds (i)       741,970            1,523,998
Derivative financial assets (ii)       13,617                 10,219
Listed equity securities       110   -
Real Estate Investments (iv)       -                      116
Other financial assets       10                      138
             
Non-current assets       883,744               151,615
Mutual funds (i)       759,487                 19,958
Private markets funds (iii)       28,708                 29,294
Real Estate Investments (iv)       94,046               100,773
Listed equity securities       1,503                   1,590
             
Current liabilities       9,706               -
Derivative financial liabilities       9,706   -

 

The following table demonstrates the funds invested included in each category mentioned above.

 

F-20 

Vinci Compass Investments Ltd.

 

Notes to the interim consolidated financial statements

All amounts in thousands of Brazilian Reais, unless otherwise stated

 

(i) Mutual funds          
      03/31/2026   12/31/2025
           
Current assets     741,970   1,523,998
Vinci Monalisa FIM Crédito Privado IE (2)     -   888,630
Vinci Monalisa Cash FIM Crédito Privado (2)     119,549   -
Vinci Multiestratégia FIM     -   409
Vinci Special Opportunities Fund Master SP     9,191   15,381
Compass Lapco Fondo De Inversion Serie B     4,098   5,967
Vinci Income Fund Ltd     22,376   28,842
Vinci Compass Brazil Equity Fund Class I     11,879   10,736
Latin America Equity Fund Class I     11,405   11,081
Vinci Reservas Técnicas FI RF DI     9,876   16,058
Retirement services investment funds (1)     528,817   508,420
FI Vinci Renda Fixa CP     6,097   11,591
Fondo Mutuo Compass Liquidez     9,207   7,104
Pershing Money Market     4,082   5,255
LV Money Market USD     -   6,262
Other mutual funds     5,393   8,262
           
Non-current assets     759,487   19,958
Vinci Monalisa FIM Crédito Privado IE (2)     740,138   -
Compass - Fondo de Inversión Adelanto de Efectivo     11,441   12,353
Other mutual funds     7,908   7,605

 

(1) These funds refer to the financial products as part of the Company's retirement plans services. See Note 16 for further information.

 

(2) On January 9, 2026, the fund Vinci Monalisa FIM Crédito Privado IE (“Vinci Monalisa”) carried out a partial split of its net assets to Vinci Monalisa Cash FIM Crédito Privado (“Vinci Monalisa Cash”). Vinci Monalisa and Vinci Monalisa Cash are mutual funds incorporated in Brazil.

 

Prior to the spin-off, Vinci Monalisa Fund, which offers immediate redemption features, held a portfolio comprising both liquid and illiquid financial assets. Following the transaction, the Fund’s liquidity profile changed, and the investment in Vinci Monalisa was reclassified as a non-current asset, reflecting the revised expectation of its realization profile.

 

Vinci Monalisa Cash’s balances are the following:

 

    03/31/2026   12/31/2025
Net Asset Value   119,549    -
Mutual funds   92,951    -
Treasury bonds   29,657    -
Other assets/liabilities   (3,059)   -

 

After the split, Vinci Monalisa Cash’s portfolio is comprised mostly of liquid investee funds.

 

Mutual funds

 

Vinci Monalisa Cash 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 March 31, 2026, Vinci Monalisa Cash holds R$ 92,951 investments in mutual funds, which are distributed in the following classification:

 

        03/31/2026   12/31/2025
Mutual Funds’ classification            
Interest and foreign exchange (a)       85.59%   -
Specific strategy (c)       14.41%   -
        100.00%  

-

 

F-21 

Vinci Compass Investments Ltd.

 

Notes to the interim consolidated financial statements

All amounts in thousands of Brazilian Reais, unless otherwise stated

 

Vinci Monalisa’s balances are the following:

 

    03/31/2026   12/31/2025
Net Asset Value   740,138   888,630
Real estate funds   235,375   238,492
Mutual funds   78,861   210,390
Private market funds   424,099   400,479
Other assets/liabilities   1,803   39,269

 

After the split, Vinci Monalisa’s portfolio is comprised mostly of illiquid investee funds with different redemption criteria. Over 28% of its investments are liquid and may be redeemed and 72% 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 March 31, 2026 and December 31, 2025, Vinci Monalisa holds R$ 78,861 and R$ 210,390 investments in mutual funds, respectively, which are distributed in the following classification:

 

        03/31/2026   12/31/2025
Mutual Funds’ classification            
Interest and foreign exchange (a)       38.10%   73.11%
Foreign investments (b)       6.78%   2.64%
Specific strategy (c)       55.11%   24.25%
        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 adopt an investment strategy that involves specific risks, such as commodities, futures of index, etc.

 

Real Estate funds            
        03/31/2026   12/31/2025
             
Vinci Fulwood DL FII (a)       82,769   82,731
Vinci Credit Securities FII (b)       62,127   61,710
Vinci Imóveis Urbanos FII (c)       37,450   41,626
Vinci Offices FII (d)       22,987   23,304
Other real estate funds (e)       30,042   29,121
        235,375   238,492

 

     (a) The fund invests in real estate receivable certificates, bonds and other real estate assets;

     (b) 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;

     (c) The fund invests in controlling corporate buildings, mostly leased, which, in the Manager's view, generate value for the properties.

     (d) 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.

     (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-22 

Vinci Compass Investments Ltd.

 

Notes to the interim consolidated financial statements

All amounts in thousands of Brazilian Reais, unless otherwise stated

 

Private markets funds          
      03/31/2026   12/31/2025
           
VCP IV Master FIP B (a)     174,619   156,450
Vinci Crédito Infra Institucional Fundo Incentivado – Infraestrutura (b)     79,632   80,786
Vinci Infra Água e Saneamento Strategy FIP – Infraestrutura (c)     58,145   58,121
Vinci Strategic Partners I FIP – Classe A (d)     31,638   28,353
Vinci Infraestrutura Transporte e Logística FIP     17,105   17,171
Lacan Florestal III Feeder FIP Multiestratégia (e)     16,247   14,407
Vinci Impacto Ret IV FIP Multiestratégia     9,863   9,674
Vinci Strategic Partners I FIP – Classe B (d)     7,431   7,606
Lacan Florestal II - FIP Multiestratégia (e)     5,401   5,607
Lacan Florestal IV Feeder FIP Multiestratégia - IS (e)     5,294   4,515
Vinci Infra Coinvestimento I FIP - Infraestrutura     915   918
Other funds     17,809   16,871
Total private markets funds     424,099   400,479

 

(a) 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.

 

(b) 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.

 

(c) 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.

 

(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  
March 31, 2026   Notional Amount of Contract with Final Expiration Date in   Fair value
Derivative financial instruments Currency Up to 3 months Between 3 months and 1 year   Asset   Liability
Purchase Forward USD x CHL (2,454) (155)   (5,091)   - 
Sales Forward CHL x USD 2,454  155    18,708    - 
Purchase Forward USD x BRL 25,000      (9,706)
Total   25,000    13,617    (9,706)

 

December 31, 2025   Notional Amount of Contract with Final Expiration Date in   Fair value
Derivative financial instruments Currency Up to 3 months Between 3 months and 1 year   Asset   Liability
Purchase Forward USD x CHL 1,841    (3,907)   (14,059)
Sales Forward CHL x USD (1,841) (4)   14,059    3,907 
Purchase Forward USD x BRL 30,000    67   
Total   30,000    10,219    (10,152)

 

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-23 

Vinci Compass Investments Ltd.

 

Notes to the interim consolidated financial statements

All amounts in thousands of Brazilian Reais, unless otherwise stated

 

(iii) Private markets        
    03/31/2026   12/31/2025
         
Vinci Capital Partners III Feeder FIP Multiestratégia                  4,374            5,075
Nordeste III FIP Multiestratégia                  1,532            1,703
Fundo Garantidor de Infraestrutura – FGIE – Class A                  3,826            3,704
Fundo Garantidor de Infraestrutura – FGIE – Class B                15,385          14,900
Compass Global Investments III                  1,691            1,788
Compass Global Investments II                  1,310            1,469
Compass Private Equity VII FI                     590               655
Total Private markets funds              28,708          29,294

 

(iv) Real Estate Investments        
    03/31/2026   12/31/2025
         
Non-current assets        
Vinci US RE Corporation (a)                61,165          64,482
CCLA Capital                17,583          18,106
Compass Desarrollo Inmobiliario                  8,711            9,002
CCLA Desarrollo y Renta IMU                  2,777            4,622
Compass Desarrollo y Rentas                  2,505            3,114
Other Real Estate investments                  1,305            1,447
         
Total Real Estate Investments              94,046        100,773

 

(a)Vinci Compass invests in several properties through its subsidiary, Vinci US RE Corporation. The investments are intended to develop real estate properties for capital appreciation through income or sale of the respective properties.

 

During the period, the following gains were recognized in profit or loss:

 

    03/31/2026 03/31/2025
Fair value gains on investments at FVTPL recognized in finance income   12,888 18,429

 

e)Financial liabilities

 

    03/31/2026   12/31/2025
         
Current   191,407              378,061
Trade payables   13,692                13,369
Financial instruments at fair value through profit or loss   9,706   -
Labor and social security obligations (Note 13)   57,115              199,422
Loans and obligations (Note 15)   41,543                93,862
Lease liabilities   29,508                33,307
Accounts payable (Note 12)   39,843                38,101
         
Non-current   1,506,408           1,517,290
Accounts payable (Note 12)   -                         6
Lease liabilities   124,430              126,877
Labor and social security obligations (Note 13)   7,635                  9,221
Loans and obligations (Note 15)   845,529              872,770
Retirement plans liabilities (Note 16)   528,814              508,416
         
    1,697,815           1,895,351

 

F-24 

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 March 31, 2026
Recurring fair value measurements   Level 1   Level 2   Level 3   Total
Financial Assets                
Listed equity securities   1,613   -   -   1,613
Other financial assets   -   10   -   10
Certificate of deposits   -   84,671   -   84,671
Mutual funds   -   1,501,457             -              1,501,457
Derivative financial assets   -   13,617   -   13,617
Private equity funds   -   -   28,708   28,708
Real Estate Investments   -   -   94,046   94,046
Total Financial Assets   1,613   1,599,755   122,754   1,724,122
                 
Financial Liabilities                
Derivative financial liabilities   -   9,706   -   9,706
Total Financial Liabilities   -   9,706   -   9,706

 

    On December 31, 2025
Recurring fair value measurements   Level 1   Level 2   Level 3   Total
Financial Assets                
Listed equity securities   1,706   -   -   1,706
Other financial assets       138       138
Certificate of deposits   -   153,729   -   153,729
Mutual funds   -   1,543,956   -   1,543,956
Derivative financial assets   -   10,219   -   10,219
Private equity funds   -   -   29,294   29,294
Real Estate Investments   -   -   100,773   100,773
Total Financial Assets   1,706   1,708,042   130,067   1,839,815

 

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$ 130,545, R$ 78,860 and R$ 531,376, respectively (2025: R$ R$ 178,238, R$ 209,998 and R$ 507,196, 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-25 

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 March 31, 2026 and December 31, 2025:

 

  Fair Value
Closing balance January 1, 2025 132,453 
Capital deployment 3,082 
Sales and distributions (3,833)
Gain recognized in finance income (1,635)
Closing balance December 31, 2025 130,067 
Capital deployment 2,250 
Sales and distributions (92)
Loss recognized in finance income (9,471)
Closing balance March 31, 2026 122,754 

 

 

6Financial instruments at amortized cost

 

      03/31/2026   12/31/2025
           
Certificate of deposit     2,870   3,054
Guarantee deposits     2,871   3,087
           
      5,741   6,141

 

F-26 

Vinci Compass Investments Ltd.

 

Notes to the interim consolidated financial statements

All amounts in thousands of Brazilian Reais, unless otherwise stated

 

7Other assets

 

      03/31/2026   12/31/2025
           
Receivables from employees (i)     23,592   28,207
Related parties’ receivables (ii)     12,652   14,864
Employees loans (iii)     17,655   17,093
Advances to projects in progress (iv)     28,414   26,743
Receivable from customers - SOFOM     6,618   -
Restricted deposit (v)     5,037   6,152
Finix Transaction Receivable (vi)     5,089   5,365
Prepaid expenses     6,855   5,887
Guarantee deposits     1,339   1,346
Sundry advances     1,624   314
Others     5,766   2,512
           
Total     114,641   108,483
           
Current     76,954   70,168
Non-current     37,687   38,315
           
Total     114,641   108,483

 

(i)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. The growth is mainly related to new financial products launched by the Group in the 2nd semester of 2025, which increased the costs incurred by Vinci Compass with the initial costs of the Funds.

 

(v)Refers to a restricted deposit maintained by CG Compass (USA) LLC to meet legal and contractual obligations.

 

(vi)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 receivable comprises the last installment of the transaction, to be paid on April 30, 2026.

 

F-27 

Vinci Compass Investments Ltd.

 

Notes to the interim consolidated financial statements

All amounts in thousands of Brazilian Reais, unless otherwise stated

 

8Investments

 

(a)Business Combination

 

Details of the estimated purchase consideration, the net assets acquired, goodwill and other intangible assets are as follows:

 

    Compass MAV Lacan Verde
           
Cash paid   201,372 5,000 70,000 32,413
Shares issued (Class A Shares)   692,156 - - 141,806
Consideration payable   - 10,000 - -
Contingent consideration   74,903 18,010 33,468 42,980
Total purchase consideration   968,431 33,010 103,468 217,199
           
Non-controlling interest   - - - 73,372
           
Purchase consideration and non-controlling interest   968,431 33,010 103,468 290,571

 

The assets and liabilities recognized as a result of the acquisition are as follows:

 

    Compass MAV Lacan Verde
Cash and cash equivalents 51,032  285  1,987  43,780 
Other assets and liabilities 301,948  (221) (1,497) (29,756)
Management contracts and customers relationship 324,361  5,760  26,539 104,523 
Brands 77,763  -  -  25,712 
  755,104  5,824  27,029  144,259 
         
Goodwill (a)  213,327  27,186  76,439  146,312 
Net assets acquired 968,431  33,010  103,468  290,571 

 

(a)The goodwill includes all business combinations made by the entity, not just those described.

 

Verde 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.

 

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, 2025.

 

F-28 

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 March 31, 2026, the details of investments in associates and joint ventures is 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 57,142 (1,442)
           
CCLA SMA I Operator, Ltd (*) Cayman 50% Joint venture 2,169 2,213
           
Mexican associates’ entities (**) Mexico (**) Associate 9,735 114
Real Estate Manual Montt Rentas SpA Chile 7,5% Associate 857 -
        69,903 885

 

(*) Joint Venture relationships with CIM Group. There is no control over these investments.

(**) Investments in Mexican associates comprise regulatory investment required to Compass Investment de Mexico S.A. de C.V. Mexican associates do not have control over these investments. The ownership of these 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 31 March 2026, movements in investment in joint ventures and associates are as follows:

 

    CCLA Holdings   Mexican associates   CCLA Operator   Real Estate Manual Montt Rentas SpA   Total
Closing balance of investment on December 31, 2024   46,448    8,633    -    -    55,081 
                     
Capital increase   16,901    -    -    843    17,744 
Dividends Distributed   -    -    (3,415)   -    (3,415)
Equity gain (loss)   (9,610)   988    7,564    -    (1,067)
Foreign exchange variation   (791)   619    (2,444)   60    (2,547)
                     
Closing balance of investment on December 31, 2025   52,948    10,240    1,705    903    65,796 
                     
Capital increase   9,637    -    -    -    9,637 
Dividends Distributed     -    (2,479)   -    (2,479)
Equity gain (loss)   (1,442)   114    2,213    -    885 
Foreign exchange variation   (4,001)   (619)   730    (46)   (3,936)
                     
Closing balance of investment on March 31, 2026   57,142    9,735    2,169    857    69,903 

 

F-29 

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
    March 31, 2026   December 31, 2025
         
Current assets   53,430    63,297 
Non-current assets   84,920    84,715 
Current liabilities   (20,392)   (23,319)
Non-current liabilities   (3,674)   (18,796)
         
Net assets   114,284    105,896 
         
Ownership interest   50%   50%
         
Investments by equity method   57,142    52,948 

 

F-30 

Vinci Compass Investments Ltd.

 

Notes to the interim consolidated financial statements

All amounts in thousands of Brazilian Reais, unless otherwise stated

 

(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   Verde Empreendimentos e Participações S.A.   Total
    03/31/2026   12/31/2025   03/31/2026   12/31/2025   03/31/2026   12/31/2025   03/31/2026   12/31/2025
Summarized Balance Sheet                                
                                 
Current assets   127   368   539,298   524,846   55,616   69,854   595,041   595,068
Current liabilities   (89)   (652)        (931)        (2,843)   (44,426)   (68,618)   (45,446)   (72,113)
Current net assets   38   (284)   538,367   522,003   11,190   1,236   549,595   522,956
                                 
Non-current assets   541   571   29,339   28,862   195,353   193,213   225,233   222,646
Non-current liabilities   (3,654)   (3,350)   (581,775)   (559,624)   (49,861)   (44,171)   (635,290)   (607,145)
Non-current net assets   (3,113)   (2,779)   (552,436)   (530,762)   145,492   149,042   (410,057)   (384,499)
                                 
Net assets   (3,075)   (3,063)   (14,069)   (8,759)   156,682   150,278   139,538   138,456
                                 
Accumulated NCI   (769)   (766)   (1,411)   (879)   80,242   76,367   78,062   74,722
                                 
                                 
Summarized statement   Vinci Asset Allocation   Vinci Holding Securitária   Verde Empreendimentos e Participações S.A.   Total
of comprehensive income   03/31/2026   03/31/2025   03/31/2026   03/31/2025   03/31/2026   03/31/2025   03/31/2026   03/31/2025
                                 
Revenue   183   159   159   115   43,851   -   44,193   274
                                 
Profit for the period   (13)   (32)   (5,310)   (3,976)   14,472   -   9,149   (4,008)
                                 
Total comprehensive income   (13)   (32)   (5,310)   (3,976)   14,472   -   9,149   (4,008)
                                 
Profit/(loss) allocated to NCI   (3)   (8)   (533)   (596)   6,855   -   6,319   (604)

 

F-31 

Vinci Compass Investments Ltd.

 

Notes to the interim consolidated financial statements

All amounts in thousands of Brazilian Reais, unless otherwise stated

 

9Property and equipment

  

                          03/31/2026  
  Buildings   Furniture and fittings stuffs   Improvements in properties of third parties   Computers and peripherals - improvements   Equipment and tools   Work of arts and others   Total  
                             
Cost                            
At January 1, 2026 27,889    9,274    72,292    7,795    8,341    4,651    130,242   
                             
Acquisitions, net of disposals -    117    119    424    122    -    782   
Foreign Exchange variations of property and equipment abroad -    -    (3,708)   -    (1,109)   (321)   (5,138)  
                             
At March 31, 2026 27,889    9,390    68,703    8,219    7,354    4,330    125,886   
                             
Accumulated depreciation                            
                             
At January 1, 2026 (651)   (4,482)   (41,079)   (2,707)   (7,038)   (191)   (56,147)  
                           
Depreciation (139)   (220)   (1,011)   (520)   (161)   (126)   (2,177)  
Foreign Exchange variations of property and equipment abroad -    -    2,853    120    921      3,894   
                              
At March 31, 2026 (790)   (4,701)   (39,237)   (3,107)   (6,278)   (317)   (54,430)  
                           
                             
Net book value                            
At January 1, 2026 27,238    4,792    31,213    5,088    1,303    4,460    74,095   
                             
At March 31, 2026 27,099   4,689    29,466    5,112    1,076    4,013    71,456   
                             
Annual depreciation rate - % 5   From 5 to 10   From 10 to 20   20   From 5 to 10   -   -  

 

F-32 

Vinci Compass Investments Ltd.

 

Notes to the interim consolidated financial statements

All amounts in thousands of Brazilian Reais, unless otherwise stated

 

                          12/31/2025  
  Buildings   Furniture and fittings stuffs   Improvements in properties of third parties   Computers and peripherals - improvements   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   
Assets recognized as a result of business combination -    557    988    -    124    139    1,808   
Acquisitions, net of disposals -    577    16,799    2,201    839    3,610    24,026   
-           Write-off of fully depreciated items     (2,394)   (13,817)   (648)   (614)   (261)   (17,734)  
Foreign Exchange variations of property and equipment abroad   -    (2,630)   -    (798)   487    (2,941)  
                             
At December 31, 2025 27,889    9,274    72,292    7,795    8,341    4,651    130,242   
                             

Accumulated depreciation

 

                           
At January 1, 2025 (93)   (5,500)   (50,810)   (1,799)   (7,738)   (11)   (65,951)  
Depreciation (558)   (1,244)   (5,300)   (1,874)   (381)   (180)   (9,539)  
Write-off of fully depreciated items     2,263    12,936    176    614    -    15,989   
Foreign Exchange variations of property and equipment abroad         2,095    790    469        3,841   
                             
At December 31, 2025 (651)   (4,482)   (41,079)   (2,707)   (7,038)   (191)   (56,147)  
                             
Net book value                            
At January 1, 2025 27,796    5,035    20,141    4,444    1,052    664    59,132   
                             
At December 31, 2025 27,238    4,792    31,213    5,088    1,303    4,460    74,095   
                             
Annual depreciation rate - % 5   From 5 to 10   From 10 to 20   20   From 5 to10   -   -  

 

F-33 

Vinci Compass Investments Ltd.

 

Notes to the interim consolidated financial statements

All amounts in thousands of Brazilian Reais, unless otherwise stated

 

10Intangible assets

 

Intangible assets include expenditures with 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, Lacan and Verde.

 

The software development comprises mainly the following assets:

-Systems and applications which are being developed to support retirement services applications;

-Products for Risk System and Portfolio Allocation, whose purpose is to evaluate the risk of the funds and to allocate the clients' portfolio.

 

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 three-month period ended March 31, 2026 and the year ended December 31, 2025.

 

              03/31/2026
 

Brands and licenses 

Software development   Placement Agent   Goodwill       Management Contracts and Customer relationships   Total
Cost                          
At January 1, 2026 103,534   62,535    24,829    699,624        488,429    1,378,951 
 Additions -   2,990      -          2,990 
 Foreign exchange variation of intangible assets abroad -   (1,936)   (752)   (304)       (248)   (3,240)
                           
At March 31, 2026 103,534   63,589    24,077    699,320        488,181    1,378,701 
                           
Accumulated amortization                          
At January 1, 2026 -   (22,580)   (7,323)   -        (22,831)   (52,735)
  Amortization -   (2,431)   (618)   -        (5,610)   (8,659)
  Foreign exchange variation of intangible assets abroad -   1,216    210    -        -    1,426 
At March 31, 2026 -   (23,795)   (7,731)   -        (28,441)   (59,968)
                           
At January 1, 2026 103,534   39,955    17,506    699,624        465,598    1,326,216 
                           
At March 31, 2026 103,534   39,793    16,346    699,320        459,740    1,318,733 
Amortization rate (per year) - %     20%                   -

 

F-34 

Vinci Compass Investments Ltd.

 

Notes to the interim consolidated financial statements

All amounts in thousands of Brazilian Reais, unless otherwise stated

 

              12/31/2025
 

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 
 Assets recognized as a result of business combination 25,712   435      146,312        104,523    276,982 
 Additions -   17,968    822    -          18,790 
 Reclassification -   -      (1,394)       1,394    - 
 Write-off of assets, including fully depreciated items -   (1,105)             (1,105)
 Foreign exchange variation of intangible assets abroad -   (1,737)   (533)   (469)       (569)   (3,308)
                           
At December 31, 2025 103,534   62,535    24,829    699,624        488,429    1,378,951 
                           
Accumulated amortization                          
At January 1, 2025 -   (15,567)   (4,951)   -        (9,125)   (29,643)
  Amortization     (8,444)   (2,506)   -        (13,906)   (24,838)
  Write-off of assets, including fully depreciated items -   (3)     -          (3)
  Foreign exchange variation of intangible assets abroad -   1,433    135    -        200    1,768 
At December 31, 2025 -   (22,580)   (7,323)   -        (22,831)   (52,735)
                           
At January 1, 2025 77,822   31,407    19,588    555,175        373,956    1,057,949 
                           
At December 31, 2025 103,534   39,955    17,506    699,624        465,598    1,326,216 
Amortization rate (per year) - %     20%                   -

 

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, 2025.

 

No impairment losses were recognized on March 31, 2026 and December 31, 2025.

 

11Leases

 

This note provides information for leases where the Group is a lessee.

 

(i)Amount recognized in the balance sheet

 

The balance sheet shows the following amounts relating to leases:

 

    03/31/2026     12/31/2025
           
           
Right of use assets          
Brazil   93,545      95,441 
USA   22,751      25,102 
Other offices   17,929      20,684 
Total   134,225      141,226 
           
Lease liabilities          
Brazil   (103,910)     (104,324)
USA   (30,027)     (32,833)
Other offices   (20,001)     (23,027)
Total   (153,938)     (160,184)
           
 

 03/31/2026

    12/31/2025
           
           
Current   (29,508)     (33,307)
Non-current   (124,430)     (126,877)
Total   (153,938)     (160,184)

 

Addition to the right-of-use assets resulted from new contracts and contracts modifications were R$ 1,945 until March 31, 2026 (additions of R$ 48,781 during 2025 financial year).

 

(ii)Amount recorded in the statement of profit or loss

 

The statement of profit or loss shows the following amounts relating to leases:

 

F-36 

Vinci Compass Investments Ltd.

 

Notes to the interim consolidated financial statements

All amounts in thousands of Brazilian Reais, unless otherwise stated

 

    03/31/2026   03/31/2025
         
Right of use assets depreciation   (6,332)   (5,662)
Financial expense   (3,891)   (3,758)
    (10,223)   (9,420)

 

The total cash outflow for leases until March 31, 2026 was R$ 9,596 (R$ 9,591 until March 31, 2025).

 

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, 2025.

 

12Accounts payable

 

    03/31/2026   12/31/2025
         
Accrued liabilities (i)   16,264   17,558
Temporary deposit from clients (ii)   14,907   12,232
Related Parties (iii)   1,895   1,456
Lease payable – prior month expense   1,507   1,482
Dividends payable   89   2,560
Other payables   5,181   2,813
Current   39,843   38,101
         

Other payables

  -   6
Non-current   -   6

 

(i)Fees, commissions, and other payables.

(ii)Comprises temporary payments made by clients to invest in 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.

 

 

13Labor and social security obligations

 

    03/31/2026   12/31/2025
         
Profit sharing   36,050   170,480
Labor provisions   28,700   38,163
         
    64,750   208,643
         
Current                          57,115   199,422
Non-current                            7,635   9,221

 

F-37 

Vinci Compass Investments Ltd.

 

Notes to the interim consolidated financial statements

All amounts in thousands of Brazilian Reais, unless otherwise stated

 

Except for the profit sharing related to the unrealized performance fees, the accrual for profit sharing payable on December 31, 2025, was paid until the first week of February 2026. Profit sharing is calculated based on the performance review of each employee plus the area performance, in accordance with an Entity policy. Vinci Compass Management estimated the profit sharing as of March 31, 2026, based on the net revenue recognized up to March 31, 2026.

 

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. Please see note 25 for more details.

 

 

14Taxes and contributions payable

 

    03/31/2026   12/31/2025
Income tax   28,267   22,400
Social contribution   7,088   5,868
Social Contribution on revenues (COFINS)   2,305   2,748
Service tax (ISS) on billing   503   1,313
Social Integration Program (PIS)   757   599
Withholding Income Tax (IRRF)
 deducted from third parties
  650                                137
Others   1,288   1,982
         
    40,858   35,047

 

15Loans and obligations

 

  03/31/2026   12/31/2025
Convertible Preferred Shares (i)   486,348   513,765
Commercial Notes (ii)   78,801   87,326
Consideration payable (iii)   9   6,029
Contingent consideration (iv)   243,008   285,903
Redemption liability (v)   65,287   63,456
Banco Security   13,618   10,153
         
    887,072   966,632
         
Current    41,543   93,862
Non-current   845,529   872,770

 

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, 2025.

 

F-38 

Vinci Compass Investments Ltd.

 

Notes to the interim consolidated financial statements

All amounts in thousands of Brazilian Reais, unless otherwise stated

 

(i)Convertible Preferred Shares

 

The following table presents the changes in the Convertible Preferred Shares in the period ended March 31, 2026 and December 31, 2025:

 

Closing balance December 31, 2024 577,982   
Net foreign exchange loss/(gain) (69,513)  
Interest expense 50,830   
Interest paid (45,534)  
Closing balance December 31, 2025 513,765   
Net foreign exchange loss/(gain) (28,358)  
Interest expense 12,024   
Interest paid (11,083)  
Closing balance March 31, 2026 486,348   
     
     
Current 10,455   
Non-current 475,893   

 

On January 1, 2026, the Entity paid the total amount of R$ 11,083 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 March 31, 2026 and December 31, 2025:

 

Closing balance December 31, 2024 55,150   
Obligation acquired 49,207   
Interest expense 7,842   
Interest paid (7,095)  
Principal paid (17,778)  
Closing balance December 31, 2025 87,326   
Interest expense 3,377   
Interest paid (3,013)  
Principal paid (8,889)  
Closing balance March 31, 2026 78,801   
     
Current 12,560   
Non-current 66,241   

 

F-39 

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, 2024 9 10,533 
Obligations acquired - 859 
Interest expense - (372)
Principal paid - (5,000)
Closing balance December 31, 2025 9 6,020 
Interest expense - 131 
Interest paid - (1,151)
Principal paid - (5,000)
Closing balance March 31, 2026 9 - 
     
Current - - 
Non-current 9

 

Consideration payable is a 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 March 31, 2026, 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$ 42,895 for the period ended March 31, 2026 (expense of R$ 4,132 for the year ended March 31, 2025).

 

On March 31, 2026, the fair value of the obligation based on the economic conditions at that date is R$ 243,008 (R$ 285,903 on December 31, 2025).

 

(v)Redemption Liability (Verde business combination)

 

The present value of the redemption liability evaluated at the transaction date was R$ 65,287 (R$ 63,456 as of December 31, 2025).

 

16Retirement plans liabilities

 

During the year of 2023, the subsidiary Vinci Vida e Previdência S.A. started its retirement services operations. As of March 2026 and December 2025, active plans are principally 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 the balance consists of the balance of the participant in the linked Specially Constituted Investment Fund (“FIE”) at the reporting date (Note 5). On March 31, 2026 the Retirement plan liabilities are R$ 528,814 (R$ 508,416 as of December 31, 2025).

 

F-40 

Vinci Compass Investments Ltd.

 

Notes to the interim consolidated financial statements

All amounts in thousands of Brazilian Reais, unless otherwise stated

 

17Equity

 

(a)Capital

 

The capital comprises 56,408,172 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.

 

(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 reserves

 

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 March 4, 2026, Vinci Compass declared a quarterly dividend distribution of US$ 0.17 per common share to shareholders as of March 19, 2026, totalizing US$ 10,875 (R$ 56,649), paid on April 2, 2026.

 

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.

 

F-41 

Vinci Compass Investments Ltd.

 

Notes to the interim consolidated financial statements

All amounts in thousands of Brazilian Reais, unless otherwise stated

 

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.

 

In March 2026 the Company holds 5,452,313 Class A common shares in treasury.

 

(f)Basic and diluted earnings per share

 

a) Basic earning per share 03/31/2026 03/31/2025
From continuing operations attributable to the ordinary equity holders of the Entity 1.57 0.89
Total basic earning per share attributable to the ordinary equity holders of the Entity 1.57 0.89
     
b) Diluted earning per share 03/31/2026 03/31/2025
From continuing operations attributable to the ordinary equity holders of the Entity 1.49 0.86
Total basic earning per share attributable to the ordinary equity holders of the Entity 1.49 0.86
     
c) Reconciliations of earnings used in calculating earnings per share    
     
Basic earnings per share: 03/31/2026 03/31/2025
Profit attributable to the ordinary equity holders of the Entity used in calculating basic earnings per share:    
From continuing operations 103,019 56,532
  103,019 56,532
     
Diluted earnings per share 03/31/2026 03/31/2025
Profit from continuing operations attributable to the ordinary equity holders of the Entity    
Used in calculating basic earnings per share 103,019 56,532
Used in calculating diluted earnings per share 103,019 56,532
     
d) Weighted average number of shares used as the denominator 03/31/2026 03/31/2025
Weighted average number of ordinary shares used as the denominator in calculating basic earnings per share: 65,422,098 63,712,362
Adjustments for calculation of diluted earnings per share: 3,709,074 1,733,042
Weighted average number of ordinary shares and potential ordinary shares used as the denominator in calculating diluted earnings per share 69,131,172 65,445,404

 

F-42 

Vinci Compass Investments Ltd.

 

Notes to the interim consolidated financial statements

All amounts in thousands of Brazilian Reais, unless otherwise stated

 

18Revenue from services rendered

 

    03/31/2026   03/31/2025
Net revenue from services rendered            274,855            234,721
         
Net revenue from fund management             244,858            195,529
Net revenue from performance fees                2,890                3,077
Net revenue from advisory services              16,067              24,853
Net revenue from other revenues (a)              11,040              11,262

 

(a)Comprised of Advisory & Execution, and fund services fees.

 

19General and administrative expenses

 

  03/31/2026   03/31/2025
       
Personnel (a)  (63,465)            (62,467)
Share-based plans (b)  (5,753)              (5,003)
Profit sharing (a)  (41,843)            (33,094)
   (111,061)          (100,564)
Third party expense (c)  (44,182)            (46,058)
Right of use depreciation (d)  (6,332)              (5,662)
Depreciation and amortization (e)  (10,927)              (8,176)
Travel and representations  (2,707)              (3,246)
Condominium expenses  (2,944)              (2,532)
Other operating expenses (f)  (10,438)              (9,207)
         (188,591)          (175,445)

 

(a)Personnel and profit-sharing

 

According to the profit-sharing program and based on Law 10,101 of December 19, 2000 and on objectives established at the beginning of each year, management estimated the payment of profit sharing in the amount of R$ 41,843  for the three-month period ended March 31, 2026 (R$ 33,094 on March 31, 2025).

 

(b)Share-based payments

 

See Note 25 for more details.

 

(c) Third party expense

 

Third party expenses are composed of accounting, audit, advisory, due diligence services, information technology, marketing, and other contracted services.

 

(d) Right of use depreciation

 

See Note 11 for more details.

 

(e) Depreciation and amortization

 

F-43 

Vinci Compass Investments Ltd.

 

Notes to the interim consolidated financial statements

All amounts in thousands of Brazilian Reais, unless otherwise stated

 

The amount is mainly comprised of property and equipment depreciation and intangible amortization. See Notes 9 and 10 for more details.

 

(f) Other operating expenses

 

The amount is mainly comprised of office expenses, including energy, cleaning, maintenance and conservation, among other several expenses.

 

F-44 

Vinci Compass Investments Ltd.

 

Notes to the interim consolidated financial statements

All amounts in thousands of Brazilian Reais, unless otherwise stated

 

20Finance profit/(loss)

 

    03/31/2026   03/31/2025
         
Investment income (i)              12,888              18,429
Financial revenue through amortized cost                   252                   205
Foreign currency variation income              17,429                1,140
Financial revenue on sublease agreements                     -                       64
Contingent consideration variation (iv)              44,116                9,546
Other finance income                1,193                1,025
         
Finance income   75,878    30,409 
         
Financial expense on lease agreements               (3,891)              (3,758)
Interest expense on loans and financing (ii)             (15,916)            (16,141)
Bank fees                  (102)                 (191)
Fines on taxes   (1)    - 
Contingent consideration variation (iv)               (1,221)  
Other finance expenses(iv)               (3,361)                 (106)
Finance costs             (24,492)          (20,196)
         
Finance profit/(loss), net              51,386              10,213 

 

 

(i)Investment income and losses comprise the fair value changes on the financial instruments at fair value through profit or loss, The breakdown of investment income is presented below.

 

  03/31/2026 03/31/2025
Mutual funds and fixed income investments (a) 12,266               16,360
Private equity funds 622                 2,069
  12,888               18,429

 

(a)Vinci Monalisa and Vinci Monalisa Cash correspond to the most part of the Group’s investment income,

 

(ii)Interest expense on loans and financing comprise the financial result on the Commercial notes, the consideration payable related to the business combinations 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.

 

F-45 

Vinci Compass Investments Ltd.

 

Notes to the interim consolidated financial statements

All amounts in thousands of Brazilian Reais, unless otherwise stated

 

21Income tax and social contribution

 

As an exempted company incorporated in the Cayman Islands, Vinci Compass Investments Ltd 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.

 

Vinci Compass Investments Ltd subsidiaries based in Brazil, except for Vinci Partners Investimentos Ltda, Vinci Capital Gestora Ltda, Vinci Soluções de Investimentos Ltda, Vinci Vida e Previdência S.A. and CG Investimentos Brazil Ltda, 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 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 March 31, 2026 is R$ 19,785 (R$ 19,777 on December 31, 2025).

 

The income tax and social contribution charge on the results for the period/year can be summarized as follows:

 

      03/31/2026   03/31/2025
           
Current income tax                     (17,213)                   (6,264)
Current social contribution                     (5,205)                   (2,212)
           
                    (22,418)                 (8,476)
           
Deferred income tax     (5,494)   (2,120)
Deferred social contribution                         (1,285)                        (764)
           
                        (6,779)                     (2,884)
           
Total income tax and social contribution     (29,197)   (11,360)

 

Deferred tax balances

 

    03/31/2026   12/31/2025
Deferred tax assets        
         
Tax losses   19,785   19,777
Contingent consideration   5,487   12,836
Amortization on management Contracts   4,495   3,455
RSU   3,527   3,771
Interest expense on obligation for acquisition   3,190   3,190
Leases   106   -
Others   3,283   4,364
Total deferred tax assets   39,873   47,393

 

F-46 

Vinci Compass Investments Ltd.

 

Notes to the interim consolidated financial statements

All amounts in thousands of Brazilian Reais, unless otherwise stated

 

Deferred tax liabilities        
         
Financial revenue   (1,827)   (2,565)
Estimated revenue   (804)   (804)
Leases   (842)   (845)
Total Income Tax   (3,473)   (4,214)
         
Estimated revenue   (427)   (427)
Total (Taxes and contribution)   (427)   (427)
         
Total deferred tax liabilities   (3,900)   (4,641)

 

 

Movements   Tax losses   Interest expense on obligation for acquisition  

Management

Contract

  RSU   Other (*)   Total
Deferred tax assets                        
As at December 31, 2024   13,102   3,190   2,419   3,103   9,532   31,346
to profit and loss   6,675   -   1,036   668   7,668   16,046
As at December 31, 2025   19,777   3,190   3,455   3,771   17,199   47,392
to profit and loss   8   -   1,040   (244)   (8,323)   (7,519)
As at March 31, 2026   19,785   3,190   4,495   3,527   8,876   39,873

 

(*) Comprises deferred taxes related to interest expense on obligation for ownership acquisition, amortization on management contracts and contingent consideration.

 

 

Movements   Financial Revenue   Estimated Revenue   Leases   Total
Deferred tax liabilities                
As at December 31, 2024   (2,287)   (1,815)   (984)   (5,086)
to profit and loss   (279)   585   139   444
As at December 31, 2025   (2,566)   (1,230)   (845)   (4,642)
to profit and loss   739   -   3   742
As at March 31, 2026   (1,827)   (1,230)   (842)   (3,900)

 

F-47 

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

      03/31/2026   03/31/2025
           
Profit (loss) before income taxes   138,535    67,288 
Combined statutory income taxes rate - %   34%   34%
Income tax benefit (expense) at statutory rates   (47,102)   (22,878)

Reconciliation adjustments:

 

       
  Expenses not deductible   536    (31)
  Tax benefits   -    29 
  Share based payments   890    (445)
  Unrecognized tax loss credits   (3,184)   (1,534)
  Effect of presumed profit of subsidiaries (i) and offshore subsidiaries   20,234    13,459 
           
Other additions (exclusions), net   (571)                            24 
           
Income taxes expenses   (29,197)   (11,360)
Current   (22,418)   (8,476)
Deferred   (6,779)   (2,884)
           
Effective rate   21%   17%

 

(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.

 

F-48 

Vinci Compass Investments Ltd.

 

Notes to the interim consolidated financial statements

All amounts in thousands of Brazilian Reais, unless otherwise stated

 

22Related parties

 

(a)Key management remuneration

 

The total remuneration (salaries and benefits) of key management personnel, including the Executive Committee, amounted to R$ 2,478 for the three-month period ended March 31, 2026 (March 31, 2025 – R$ 1,905).

 

According to Vinci Compass internal policy, the key management is entitled to receive profit-sharing compensation for the current year. As stated in Note 13, Vinci Compass accrued a provision for profit sharing for the Group as of March 31, 2026.

 

(b)Receivables from related parties

 

The Entity’s receivables from related parties as of March 31, 2026, and December 31, 2025, as shown in the table below:

 

  03/31/2026   12/31/2025
       
Compass Group Cayman Ltd.  (“CGC”) (*) 12,652   14,864
  12,652   14,864

 

(*) 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 March 31, 2026 US$ 1,076 was paid, with remaining outstanding US$ 2,424.

 

(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 March 31, 2026, in the amount of R$ 1,895 (December 2025 – R$ 1,456). The payable is due to CCLA Holding Chile SpA, for sub-consulting services provided to Compass Administradora de Fondos.

 

F-49 

Vinci Compass Investments Ltd.

 

Notes to the interim consolidated financial statements

All amounts in thousands of Brazilian Reais, unless otherwise stated

 

23Segment 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.

 

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 value 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.

 

F-50 

Vinci Compass Investments Ltd.

 

Notes to the interim consolidated financial statements

All amounts in thousands of Brazilian Reais, unless otherwise stated

 

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.

 

(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-51 

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 03/31/2026   
  Private Equity Real Assets Credit Global IP&S Equities Corporate Advisory Corporate Center Total  
Fund Advisory fee -  520  -  14,094  1,794  16,408   
Fund Management fee 29,818  30,590  64,876  109,056  22,392  -  -  256,732   
Other revenues -  -  11,041  -  -  -  11,041   
Fund Performance fee -  169  728  2,057  -  -  2,954   
Taxes and contributions (1,801) (1,570) (2,312) (5,366) (1,076) (155) -  (12,280)  
Net revenue from services rendered 28,017  29,540  62,733  129,553  23,373  1,639   -  274,855   
(-) General and administrative expenses (3,331) (7,690) (23,806) (40,842) (9,935) (1,061) (96,173) (182,838)  
Share-based payments -  -  -  -  -  (5,753) (5,753)  
Operating profit 24,686  21,850  38,927  88,711  13,438  578  (101,926) 86,264   
Finance income               75,878   
Finance cost               (24,492)  
Finance result, net               51,386   
Equity gain/(loss)               885   
Profit before income taxes               138,535   
Income taxes               (29,197)  
Profit for the period               109,338   

 

F-52 

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 03/31/2025  
  Private Equity Real Assets Credit Global IP&S Equities Corporate Advisory Corporate Center Total  
Fund Advisory fee 2,036  22,631  -  500  -  25,167   
Fund Management fee 33,249  28,320  54,885  67,144  19,648  -  203,246   
Other revenues 176  11,086  -  11,262   
Fund Performance fee -  16  1,435  1,802  -  3,253   
Taxes and contributions (1,955) (1,509) (2,068) (1,744) (888) (43) (8,207)  
Net revenue from services rendered 31,294  29,023  52,833  100,552  20,562  457  234,721   
(-) General and administrative expenses (3,825) (10,198) (22,358) (27,753) (7,919) (687) (97,702) (170,442)  
Share-based payments -  -  -  (5,003) (5,003)  
Operating profit 27,469  18,825  30,475  72,799  12,643  (230) (102,705) 59,276   
Finance income               30,409   
Finance cost               (20,196)  
Finance result, net               10,213   
Equity gain/(loss)               (2,201)  
Profit before income taxes               67,288   
Income taxes               (11,360)  
Profit for the period               55,928   

 

F-53 

Vinci Compass Investments Ltd.

 

Notes to the interim consolidated financial statements

All amounts in thousands of Brazilian Reais, unless otherwise stated

 

24Legal Claims

 

Find below the judicial deposits and the provision for contingencies as of March 31, 2026 and December 31, 2025.

 

Judicial deposits 03/31/2026   12/31/2025
         
Tax   49,655   43,999
Total   49,655   43,999

 

Provision for contingencies 03/31/2026   12/31/2025
         
Tax   (49,861)   (44,171)
Labor   (275)   (275)
Total   (50,136)   (44,446)

 

Tax Claim

 

As a result of the business combination with Verde, Vinci Compass recognized, at the acquisition date, judicial deposits and a provision for contingencies related to the respective legal proceedings in the amounts of R$ 43,737 and R$ 43,980, respectively, in accordance with IFRS 3.

 

Pursuant to the share purchase agreement, any amounts ultimately realized or paid in connection with the settlement of the contingency, including the related judicial deposit, will be for the benefit of the former shareholders. Accordingly, this arrangement has been accounted for as a separate transaction from the business combination and, to the extent applicable, gives rise to a corresponding indemnification right. As a result, any gain or loss arising from the resolution of such contingency will not have an impact on Vinci Compass’ consolidated profit or loss.

 

INSS – Third-Party Contributions

 

On October 18, 2019, the Verde’s subsidiaries filed Writ of Mandamus No. 5019677-75.2019.4.03.6100 (the “Writ of Mandamus”), assigned to the 22nd Federal Civil Court of São Paulo, seeking relief from the payment of third-party social security contributions calculated on payroll, as well as reimbursement of amounts paid over the previous five years.

 

As a result of the Writ of Mandamus, the Company recognized a provision for contingencies corresponding to the judicial deposits that have been and will be made.

 

As of March 31, 2026, the contingent liability amounts to R$ 49,861 (December 31, 2025: R$ 44,171), with judicial deposits made on the same date totaling R$ 49,655 (December 31, 2025: R$ 43,999).

 

Labor Claim

 

In 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 risk of loss broken down into labor and tax:

 

  03/31/2026   12/31/2025  
           
Tax   21,007   20,515  
Labor   270   157  
Total   21,277   20,672  

 

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$ 21,007 (December 31, 2025: R$ 20,515) for the calendar year of 2013.

 

F-54 

Vinci Compass Investments Ltd.

 

Notes to the interim consolidated financial statements

All amounts in thousands of Brazilian Reais, unless otherwise stated

 

25Share-based payments

 

The Entity provides benefits to its employees through a share-based incentive.

 

(a)Share-based compensation plans approved in 2026

 

In January 2026, the Board of Directors approved a new Stock Option Plan and a Restricted Share Unit Award Plan.

 

The Stock Option Plan aims to grant up to 1,500,000 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$13.13; 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 2029.

 

The Restricted Share Award Plan aims to grant up to 205,000 shares, each entitling the beneficiary to acquire one Class A common share.

 

(b)Outstanding shares granted

 

The following table refers to the outstanding shares granted plan as of March 31, 2026, and December 31, 2025.

 

Share-based Compensation Plan
  RSU 2022 SOP 2023 SOP 2024 SOP 2025 SOP 2026 RSU 2026 TOTAL
               
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 12/31/2025 509,324 1,088,853 1,325,098 2,394,873 - - 5,318,148
Granted - - - - 1,420,800 202,752 1,623,552
Forfeited - - - - - - -
Vested - - - - - - -
Outstanding on 03/31/2026 509,324 1,088,853 1,325,098 2,394,873 1,420,800 202,752 6,941,700

 

(c)Total Compensation Expense

 

The following table refers to the share-based compensation expense for the period ended on March 31, 2026 and March 31, 2025.

 

Share-based Compensation Plan – March 2026
  RSU 2022 SOP 2023 SOP 2024 SOP 2025 SOP 2026 RSU 2026 TOTAL
               
Share-based compensation             992             942          1,721          2,386          1,338             839          8,218
Social charges (2,465)  -  -  -  -  - (2,465)
Total expense (1,473)             942          1,721          2,386          1,338             839          5,753

 

Share-based Compensation Plan – March 2025
  RSU 2022 SOP 2023 SOP 2024 SOP 2025 SOP 2026 RSU 2026 TOTAL
               
Share-based compensation 1,309 951 1,699 1,392 - - 5,351
Social charges (348) - - - - - (348)
Total expense 961 951 1,699 1,392 - - 5,003

 

F-55 

Vinci Compass Investments Ltd.

 

Notes to the interim consolidated financial statements

All amounts in thousands of Brazilian Reais, unless otherwise stated

 

26Deferred 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 as of March 31, 2026 is R$14,295 (on December 31, 2025: zero).

 

F-56 

Vinci Compass Investments Ltd.

 

Notes to the interim consolidated financial statements

All amounts in thousands of Brazilian Reais, unless otherwise stated

 

27Subsequent Events

 

Business combination with BACS Asset Management

 

On April 22, 2026 Vinci Compass Investments Ltd announced the signing of an agreement to combine its Argentine asset management operations with BACS Administradora de Activos S.A.S.G.F.C.I. ("BACS Asset Management"), a leading local mutual fund manager and capital markets platform in Argentina.

 

Established in 2012, BACS Asset Management is a leading Argentine manager with a strong focus on corporate and retail clients, managing a diversified product suite under the "Toronto Trust" brand name across money market and non-money market funds. BACS Asset Management benefits from close integration with BACS Banco de Crédito y Securitización S.A. ("BACS") and Banco Hipotecario S.A. ("Banco Hipotecario"), one of Argentina's best-capitalized banks.

 

The transaction brings together Investis Asset Management S.A.S.G.F.C.I. ("Investis"), Vinci Compass' Argentine asset management business, with BACS Asset Management, which at the end of March 2026 had approximately US$800 million in assets under management ("AuM"), creating a scaled platform with approximately US$1.6 billion in AuM, diversified across money market and non-money market strategies, and a strong presence across corporate, retail and institutional clients.

 

The Transaction has been implemented solely through a corporate reorganization at Vinci Compass' Argentine entity level, without any cash component, pursuant to which Vinci Compass will retain the management of the combined asset management platform, while BACS Asset Management shareholders will maintain a meaningful minority ownership interest. The Transaction includes an incentive-based earnout mechanism linked to the growth of assets and revenues generated through BACS and Banco Hipotecario's distribution channels, aligning long-term interests and supporting organic growth.

 

The Transaction is expected to close in the second quarter of 2026, subject to the satisfaction of regulatory requirements and customary closing conditions.

 

F-57