Registration number: 13207635

S4 Capital BRL Finance Limited

Contents

S4 Capital BRL Finance Limited

Company Information

S4 Capital BRL Finance Limited

Directors' Report for the Year Ended 31 December 2024

The directors present their report together with the audited financial statements of S4 Capital BRL Finance Ltd (the "company") for year ended 31 December 2024.

 

Principal activity

The principal activity of the company is that of a financing company.

Results, dividends and distributions

The Statement of Comprehensive Income is set out on page 9 and shows a profit for the year of R$1,133,000 (2023: R$5,312,000).

The company paid dividends of R$11,786,000 during the year (2023: R$Nil).
 

Directors

The directors, who held office during the year, were as follows:

Sir Martin Stuart Sorrell

Mary Margaret Basterfield (ceased 1 May 2025)

The following directors were appointed after the year end:

Mr Jean-Benoit Marie Gael Berty (appointed 1 May 2025)

Ms Radhika Dilruha Radhakrishnan (appointed 1 August 2025)

Going concern

The company generated an operating loss of R$802,000 (2023: profit of R$21,000) and a finance income of R$6,242,000 (2023: R$6,225,000). The profit for the year after tax was R$1,133,000 (2023: R$5,312,000). The company had total assets of R$86,380,000 (2023: R$97,185,000) and net assets of R$85,889,000 (2023: R$96,542,000) at the year end.

The directors have undertaken a detailed going concern assessment, reviewing its current and projected financial performance and position. They believe that the forecasts have been prepared on a prudent basis. The directors have concluded that the company will be able to operate within its facilities for the foreseeable future and that there are no material uncertainties which gives rise to a significant going concern risk.

The directors therefore consider the company to be a going concern and have adopted the going concern basis of accounting in the preparation of the financial statements.

Disclosure of information to the auditors

S4 Capital BRL Finance Limited

Directors' Report for the Year Ended 31 December 2024

Auditor

The auditor, Lambert Chapman LLP, will be proposed for reappointment, in accordance with section 487 of the Companies Act 2006.

In preparing this report, the directors have taken advantage of the small companies' exemptions provided by section 415A of the Companies Act 2006.

Approved by the board on 30 September 2025 and signed on its behalf by:
 

S4 Capital BRL Finance Limited

Statement of Directors' Responsibilities

S4 Capital BRL Finance Limited

Independent Auditor's Report to the Members of S4 Capital BRL Finance Limited

Opinion

We have audited the financial statements of S4 Capital BRL Finance Limited (the 'company') for the year ended 31 December 2024, which comprise the Statement of Comprehensive Income, Statement of Financial Position, Statement of Changes in Equity, and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards , including Financial reporting standard FRS 101 Reduced Disclosure Framework (United Kingdom Generally Accepted Accounting Practice)

In our opinion the financial statements:

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the auditor responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

We have nothing to report in respect of the following matters in relation to which the ISAs (UK) require us to report to you where:

• the directors use of the going concern basis of accounting in the preparation of the financial statements is not appropriate; or

• the directors have not disclosed in the financial statements any identified material uncertainties that may cast significant doubt about the company’s ability to continue to adopt the going concern basis of accounting for a period of at least twelve months from the date when the financial statements are authorised for issue.

Other information

The directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

S4 Capital BRL Finance Limited

Independent Auditor's Report to the Members of S4 Capital BRL Finance Limited

Opinion on other matter prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

Matters on which we are required to report by exception

In the light of our knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Directors' Report.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditor Responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:
 

S4 Capital BRL Finance Limited

Independent Auditor's Report to the Members of S4 Capital BRL Finance Limited

• the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;

• we identified the laws and regulations applicable to the company through discussions with directors and other management;

• we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, taxation legislation and data protection, employment and health and safety legislation;

• we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and

• identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.

We assessed the susceptibility of the company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by;

• making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and

• considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

To address the risk of fraud through management bias and override of controls, we:

• performed analytical procedures to identify any unusual or unexpected relationships;

• assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and

• investigated the rationale behind significant or unusual transactions.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

• agreeing financial statement disclosures to underlying supporting documentation;

• reading the minutes of meetings of those charged with governance; and

• enquiring of management as to actual and potential litigation and claims.

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
 

S4 Capital BRL Finance Limited

Independent Auditor's Report to the Members of S4 Capital BRL Finance Limited

• the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;

• we identified the laws and regulations applicable to the company through discussions with directors and other management;

• we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, taxation legislation and data protection, employment and health and safety legislation;

• we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and

• identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.

We assessed the susceptibility of the company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by;

• making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and

• considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

To address the risk of fraud through management bias and override of controls, we:

• performed analytical procedures to identify any unusual or unexpected relationships;

• assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and

• investigated the rationale behind significant or unusual transactions.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

• agreeing financial statement disclosures to underlying supporting documentation;

• reading the minutes of meetings of those charged with governance; and

• enquiring of management as to actual and potential litigation and claims.

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
 

Use of our report

This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

......................................
Sean Wiegand FCA (Senior Statutory Auditor)
For and on behalf of Lambert Chapman LLP, Statutory Auditor
 3 Warners Mill
Silks Way
Braintree
Essex
CM7 3GB

30 September 2025

S4 Capital BRL Finance Limited

Statement of Comprehensive Income for the Year Ended 31 December 2024

The above results were derived from continuing operations.

S4 Capital BRL Finance Limited

(Registration number: 13207635)
Statement of Financial Position as at 31 December 2024

Approved by the board on 30 September 2025 and signed on its behalf by:
 

S4 Capital BRL Finance Limited

Notes to the Financial Statements for the Year Ended 31 December 2024

S4 Capital BRL Finance Limited (the "company") is a private company, limited by shares, incorporated in England and Wales with registration number 13207635. The address of its registered office is:
12 St. James's Place, London, SW1A 1NX, England

Basis of preparation

The company's functional and presentation currency is Brazilian Real (R$).

The preparation of financial statements in compliance with FRS 101 requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the company's accounting policies. The areas where significant judgements and estimates have been made in preparing the financial statements and their effect are disclosed in note 3.

In preparing these financial statements, the company has taken advantage of some disclosure exemptions conferred by FRS 101. Therefore, these financial statements do not include:

• The requirements of paragraphs 10(d), 10(f), 16, 38A, 38B, 38C, 38D, 40A, 40B, 40C, 40D, 111 and 134 to 136 of IAS 1 Presentation of Financial Statements;

• IAS 7, ‘Statement of cash flows’;

• The requirements of paragraphs 30 and 31 of IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors;

• The requirements of IFRS 7 Financial Instruments: Disclosures; and

• The requirements of IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or more members of a group, provided that any subsidiary which is a party to the transaction is wholly owned by such a member.

S4 Capital BRL Finance Limited

Notes to the Financial Statements for the Year Ended 31 December 2024

Impact of new international reporting standards, amendments and interpretations
The following amendments are effective for the period beginning 1 January 2024:

IAS 1 - Classification of Liabilities as Current or Non-current (Amendments)
The amendment to IAS 1 clarifies that the classification of liabilities is based on rights in existence at the end of the reporting period, regardless of expectations about settlement.

IAS 1 - Non-current Liabilities with Covenants (Amendments)
The amendment to IAS 1 provides guidance on how covenants affect the classification of liabilities as current or non-current and introduces additional disclosure requirements for covenants that could affect future classification.

IFRS 16 - Lease Liability in a Sale and Leaseback (Amendments)
The amendment to IFRS 16 specifies how a seller-lessee should subsequently measure lease liabilities arising from a sale and leaseback transaction, and clarifies the recognition of related gains or losses.

IAS 7 and IFRS 7 - Supplier Finance Arrangements (Amendments)
The amendment to IAS 7 and IFRS 7 requires disclosure of information that enables users of financial statements to understand the nature of supplier finance arrangements, the related financial liabilities, and the effect on the entity’s cash flows.

IAS 12 - International Tax Reform: Pillar Two Model Rules (Amendments)
The amendment to IAS 12 introduces a temporary exception from accounting for deferred taxes arising from the OECD Pillar Two income tax rules and adds targeted disclosure requirements.

IFRS S1 - General Requirements for Disclosure of Sustainability-related Financial Information
The amendment to IFRS S1 requires disclosure of sustainability-related risks and opportunities that could reasonably be expected to affect the Group’s cash flows, access to finance or cost of capital over the short, medium, or long term.

The adoption of the above amendments has not resulted in material changes to the amounts reported in these financial statements; however, they have resulted in additional disclosures as set out in the relevant notes.

Standards Issued but Not Yet Effective

The following amendments have been issued but are not yet effective and have not been early adopted by the company.

IAS 21 - Lack of Exchangeability (Amendments)
The amendment to IAS 21 introduces requirements for determining whether a currency is exchangeable into another currency and, if it is not, requires an entity to estimate the spot exchange rate. Effective for annual periods beginning on or after 1 January 2025. The company is currently assessing the potential impact of these amendments on its financial statements.
 

S4 Capital BRL Finance Limited

Notes to the Financial Statements for the Year Ended 31 December 2024

Going concern

The company generated an operating loss of R$802,000 (2023: profit of R$21,000) and a finance income of R$6,242,000 (2023: R$6,225,000). The profit for the year after tax was R$1,133,000 (2023: R$5,312,000). The company had total assets of R$86,380,000 (2023: R$97,185,000) and net assets of R$85,889,000 (2023: R$96,542,000) at the year end.

The directors have undertaken a detailed going concern assessment, reviewing its current and projected financial performance and position. The directors believe that the forecasts have been prepared on a prudent basis. The directors have concluded that the company will be able to operate within its facilities for the foreseeable future and that there are no material uncertainties which gives rise to a significant going concern risk.

The directors therefore consider the company to be a going concern and has adopted the going concern basis of accounting in the preparation of the financial statements.

The prinicipal accounting policies applied in the preparation of these financial statements are set out below.

Foreign currency transactions and balances

Foreign currency transactions are translated into the functional currency using the average exchange rates in the month. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at the reporting period and exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss.

Income tax

Cash and cash equivalents

Share capital

Dividends

S4 Capital BRL Finance Limited

Notes to the Financial Statements for the Year Ended 31 December 2024

Financial instruments

Financial instruments include cash and cash equivalents, loans due from group undertakings, amounts due to group undertakings and accruals.

Financial assets and financial liabilities - recognition and derecognition
Financial assets and financial liabilities comprise all assets and liabilities reflected in the Statement of Financial Position. The company initially recognises financial assets and financial liabilities issued on the date when they are originated.

The company derecognises a financial asset when the contractual rights to the cash flows from the asset expire, or it transfers the rights to receive the contractual cash flows in a transaction in which substantially all the risks and rewards of ownership of the financial asset are transferred, or it neither transfers nor retains substantially all of the risks and rewards of ownership and does not retain control over the transferred asset. Any interest in such derecognised financial assets that is created or retained by the company is recognised as a separate asset or liability.

The company derecognises a financial liability when its contractual obligations are discharged or cancelled or expire.

Financial assets and financial liabilities are offset and the net amount presented in the Statement of Financial Position if, and only if, the company has a legal right to offset the amounts and intends either to settle them on a net basis or to realise the asset and settle the liability simultaneously.

Financial assets and liabilities - measurement
These assets and liabilities are initially recognised at fair value plus any directly attributable transaction costs. Subsequent to initial recognition, they are measured at amortised cost using the effective interest method, less loss allowances.

Impairment of financial assets
Loss allowances for financial assets are based on assumptions about risk of default and expected loss rates.

The company's only receivable is an interest bearing loan and the directors do not consider there to be any expected credit losses.

S4 Capital BRL Finance Limited

Notes to the Financial Statements for the Year Ended 31 December 2024

Impairment of financial assets (continued)
For all other financial instruments, expected credit losses are measured at an amount equal to the 12-month expected credit losses.

The loss allowance for financial instruments is measured at an amount equal to lifetime expected losses if the credit risk of a financial instrument has increased significantly since initial recognition, unless the credit risk of the financial instrument is low at the reporting date in which case it can be assumed that credit risk on the financial instrument has not increased significantly since initial recognition. The credit risk is considered low if there is a low risk of default, the borrower has a strong capacity to meet its contractual cash flow obligations in the near term and adverse changes in economic and business conditions in the longer term may, but will not necessarily, reduce the ability of the borrower to fulfil its contractual cash flow obligations. It is presumed the credit risk has increased significantly when contractual payments are more than 30 days past due. If a significant increase in credit risk that had taken place since initial recognition and has reversed by a subsequent reporting period (cumulatively credit risk is not significantly higher than at initial recognition) then the expected credit losses on the financial instrument revert to being measured based on an amount equal to the 12-month expected credit losses.

Impairment provisions for receivables from group undertakings and loans to group undertakings are recognised based on a forward looking expected credit loss model. The methodology used to determine the amount of the provision is based on whether there has been a significant increase in credit risk since initial recognition of the financial asset. For those where the credit risk has not increased significantly since initial recognition of the financial asset, 12- month expected credit losses along with gross interest income are recognised. For those for which credit risk has increased significantly, lifetime expected credit losses along with the gross interest income are recognised. For those that are determined to be credit impaired, lifetime expected credit losses along with interest income on a net basis are recognised.
 

S4 Capital BRL Finance Limited

Notes to the Financial Statements for the Year Ended 31 December 2024

The preparation of the financial statements requires management to make estimates and assumptions that affect the reported amounts of certain financial assets, liabilities, income and expenses.

The use of estimates and assumptions is principally limited to the determination of provisions for impairment as explained in more detail below:

Provisions for impairment
In determining impairment of financial assets, judgement is required in the estimation of the amount and timing of future cash flows as well as an assessment of whether the credit risk on the financial asset has increased significantly since initial recognition and incorporation of forward-looking information in the measurement of expected credit losses.

The directors do not consider that there are any other critical accounting estimates or key sources of estimation uncertainty which could materially affect the reported results or the reported value of assets and liabilities in the next financial year.
 

The analysis of the company's other operating income for the year is as follows:

The operating (loss)/profit is stated after (charging)/crediting:

The company has 0 employees (2023:0 employees) other than the directors, who did not receive any remuneration during the year.

S4 Capital BRL Finance Limited

Notes to the Financial Statements for the Year Ended 31 December 2024

Directors' remuneration has been borne by another group company. The Company's directors are also directors or officers of a number of companies within the group headed by the Company's immediate parent. The directors' services to the Company do not occupy a significant amount of their time. As such the directors do not consider that they have received remuneration for their incidental services to the Company in the current or prior year.

The fees of £8,125 (R$63,231) (2023: £7,750 (R$47,860)) for Lambert Chapman LLP in respect of the statutory audit for the current period were borne by a fellow S4 Capital Group company.
 

Tax charged in the profit and loss account

The tax charge on the profit for the year is at the standard rate of corporation tax of 25% (2023: 25%).

The differences are reconciled below:

S4 Capital BRL Finance Limited

Notes to the Financial Statements for the Year Ended 31 December 2024

Loans due from group undertakings due within one year comprises a loan with an annual interest rate of 7.5% (2023: 7.5%) which is unsecured and repayable on demand.
 

Amounts owed to group undertakings are unsecured and repayable on demand.
 

Allotted, called up and fully paid shares

All Ordinary shares have a nominal value of £1 each, are entitled to voting rights, payment of dividends and repayment of capital upon winding-up of the company and Ordinary shares are not redeemable.
 

S4 Capital BRL Finance Limited

Notes to the Financial Statements for the Year Ended 31 December 2024

Share capital
Called up share capital represents the nominal value of the shares issued.

Share premium
Amount subscribed for share capital in excess of nominal value.

Accumulated profit
All other net gains and losses and transactions with owners (e.g. dividends) not recognised elsewhere.

The company's immediate parent company is S4 Capital 2 Limited, a company incorporated and registered in Jersey. The company's ultimate parent company is S4 Capital Plc, a company incorporated in England and Wales. The only group in which the results of S4 Capital BRL Finance Limited are consolidated is that headed by S4 Capital Plc. Copies of these financial statements of S4 Capital plc are available from 12 St James’s Place, London, SW1A 1NX, United Kingdom.