Meliuz SaBMFBOVESPA: CASH3

Individual and Consolidated Financial Statements

· Issued by Meliuz Sa
Individual and Consolidated Financial Statements Méliuz S.A.

December 31, 2023

with Independent Auditor's Report



Méliuz S.A.

Individual and Consolidated Financial Statements

December 31, 2023

Table of Contents

Independent auditor's report on the individual and consolidated financial statements 1

Audited Individual and Consolidated Financial Statements

Balance Sheets 8

Income statements 10

Comprehensive income statements 11

Statements of changes in equity 12

Statements of cash flows 13

Statements of value added 15

Notes to the individual and consolidated financial statements 16



Edifício Statement

Avenida do Contorno, 5.800 16º e 17 andares - Savassi

30110-042 - Belo Horizonte - MG - Brasil

Tel: +55 31 3232-2100

ey.com.br

A free translation from Portuguese into English of Independent Auditor's Report on individual and consolidated financial statements prepared in Brazilian currency in accordance with accounting polices adopted in Brazil and with the International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Boards (IASB)

Independent auditor's report on individual and consolidated financial statements

To the Shareholders, Board of Directors and Officers

Méliuz S.A.

São Bernardo do Campo - SP

Opinion

We have audited the individual and consolidated financial statements of Méliuz S.A. (Company), identified as Parent Company and Consolidated, respectively, which comprise the statements of financial position as at December 31, 2023, and the statements of income, of comprehensive income, of changes in equity, and of cash flows for the year then ended, and notes to the financial statements, including material accounting policies and other explanatory information.

In our opinion, the accompanying individual and consolidated financial statements present fairly, in all material respects, the individual and consolidated financial position of the Company as at December 31, 2023, and its individual and consolidated financial performance and cash flows for the year then ended in accordance with accounting practices adopted in Brazil and with the International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB).

Basis for opinion

We conducted our audit in accordance with Brazilian and International Standards on Auditing. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the individual and consolidated financial statements section of our report. We are independent of the Company and its subsidiaries in accordance with the relevant ethical principles set forth in the Code of Professional Ethics for Accountants and the professional standards issued by Brazil's National Association of State Boards of Accountancy (CFC), 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.

Emphasis of matter - Restatement of corresponding figures

As described in Note 24, as a result of the disposal of control over Bankly on June 1, 2023, the individual and consolidated financial statements for the previous year, presented for comparison purposes, were adjusted and are being restated to present the B2B (Business to Business) operating segment as a discontinued operation, as required by the Brazilian Accounting Standard (NBC) TG 31 and IFRS 5 - Noncurrent Assets Held for Sale and Discontinued Operation. Our opinion is not modified in respect of this matter.

1

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements for the current year. These matters were addressed in the context of our audit of the individual and consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide an individual opinion on these matters. For each matter below, our description of how our audit addressed the matter, including any commentary on the findings or outcome of our procedures, is provided in that context.

We have fulfilled the responsibilities described in the Auditor's responsibilities for the audit of the individual and consolidated financial statements section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the financial statements. The results of our audit procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying financial statements.

Recoverable amount of goodwill

As disclosed in Note 12 to the individual and consolidated financial statements, as of December 31, 2023, the Company records a goodwill balance on the acquisitions of its subsidiaries, in the amount of R$114,107 thousand, individual and consolidated, and carried out the annual impairment test based on economic and financial projections of each cash-generating unit to which the goodwill was allocated, using the value in use criterion, calculated through the discounted cash flow method.

Due to the significance of the goodwill balances and the uncertainties inherent in cash flow projections and their estimates to determine their recoverability, such as the discount rate used in determining the value in use of assets, sales volume for the projected period, inflation, estimated costs and expenses, as well as the complexity of the process, which requires a significant degree of judgment by the Company to determine the accounting estimate, we consider this a key matter for our audit of the individual and consolidated financial statements.

Our audit procedures included, among others: (a) obtaining an understanding of the design of key internal controls related to the preparation of cash flow projections by the Company; (b) analyzing the Company's assessment of the existence of impairment indicators in relation to its nonfinancial assets;

(c) obtaining discounted cash flows and evaluating the methodology and assumptions adopted, including the discount rate used, projected revenues, capital and operating cost projections, and exchange rates; (d) checking the completeness and mathematical calculations of discounted cash flow projections; (e) assessing and analyzing the sensitivity of the impact on the recoverable amount resulting from possible and reasonable changes in the key assumptions related to revenue and operating cost projections used by the Company; and (f) making inquiries of key professionals in the planning and operational areas, as well as comparisons with historical information of the Company itself seeking evidence that contradicts the key assumptions used by the Company. Additionally, we evaluated the adequacy of the Company's disclosures on this matter.

Based on the result of the audit procedures conducted, which is consistent with the executive board's assessment, we consider that the estimates prepared by the executive board to assess goodwill, as well as the respective disclosures in Notes 2.2 (e), 2.2 (r) and 12 are acceptable in the context of the individual and consolidated financial statements taken as a whole.

Realization of deferred income and social contribution tax assets

As disclosed in Note 17 (b) to the individual and consolidated financial statements, as of December 31, 2023, the Company records deferred income and social contribution tax assets, in the amount of R$55,094 thousand, individual and consolidated, resulting from temporary differences and income and social contribution tax losses.

This was considered a key audit matter in view of the significance of the amounts involved, the uncertainties inherent in the business that impact the projections of future taxable profit, the judgment involved in establishing the assumptions to determine the ability to realize these deferred tax assets, and the impact that any changes in the assumptions could have on the amount of these assets in the Company's individual and consolidated financial statements.

Our audit procedures included, among others: (a) obtaining an understanding of the design of the key internal controls related to the preparation of the Company's projections of future taxable profit; (b) analyzing the reasonableness of the assumptions and evaluating the accuracy and integrity of the information used by the Company's executive board in the preparation of the analysis of realization of deferred taxes assets, comparing them with business plans, budgets or projects already initiated, and other market information; (c) using tax specialists to assist in the review of the changes in temporary differences and in the projected future taxable profit calculation base; (d) review of the historical changes in income and social contribution tax losses; and (e) conducting sensitivity analysis of key assumptions, to evaluate the behavior of the realization of deferred tax assets in the projections and respective fluctuations. Additionally, we evaluated the adequacy of the Company's disclosures on this matter.

Based on the result of the audit procedures conducted, which is consistent with the executive board's assessment, we consider that the estimates prepared by the executive board to analyze the realization of deferred tax credits, as well as the respective disclosures in Notes 2.2 (j) and 17 are acceptable in the context of the individual and consolidated financial statements taken as a whole.

Other matters

Statements of value added

The individual and consolidated statements of value added (SVA) for year ended December 31, 2023, prepared under the responsibility of the Company's executive board and presented as supplementary information for purposes of IFRS, were submitted to audit procedures conducted together with the audit of the Company's individual and consolidated financial statements. For the purposes of forming our opinion, we evaluated whether these statements are reconciled with the financial statements and accounting records, as applicable, and whether their form and content are in accordance with the criteria provided for in Accounting Pronouncement CPC 09 - Statement of Value Added. In our opinion, these individual and consolidated statements of value added were prepared fairly, in all material respects, in accordance with the criteria defined in the abovementioned Accounting Pronouncement, and are consistent in relation to the individual and consolidated financial statements taken as a whole.

Other information accompanying the individual and consolidated financial statements and the auditor's report

The executive board is responsible for such other information, which comprise the Management Report.

Our opinion on the individual and consolidated financial statements does not cover the Management Report and we do not express any form of assurance conclusion thereon.

In connection with our audit of the individual and consolidated financial statements, our responsibility is to read the Management Report and, in doing so, consider whether this report is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of the Management Report, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of the executive board and those charged with governance for the individual and consolidated financial statements

The executive board is responsible for the preparation and fair presentation of the individual and consolidated financial statements in accordance with the accounting practices adopted in Brazil and with the International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB), and for such internal control as the executive board determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the individual and consolidated financial statements, the executive board is 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 executive board either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Company's and its subsidiaries' financial reporting process.

Auditor's responsibilities for the audit of the individual and consolidated financial statements

Our objectives are to obtain reasonable assurance about whether the individual and consolidated 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 the audit conducted in accordance with the Brazilian and International Standards on Auditing 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.

As part of an audit in accordance with the Brazilian and International Standards on Auditing, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

  • Identified and assessed the risks of material misstatement of the individual and consolidated financial statements, whether due to fraud or error, designed and performed audit procedures responsive to those risks, and obtained audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than the risk of not detecting one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

  • Obtained an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's and its subsidiaries' internal control.

  • Evaluated the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the executive board.

  • Concluded on the appropriateness of the executive board's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the individual and consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or future conditions may cause the Company to cease to continue as a going concern.

  • Evaluated the overall presentation, structure and content of the financial statements, including the disclosures, and whether the individual and consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

  • Obtained sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the individual and consolidated financial statements. We are responsible for the direction, supervision and performance of the group's audit and, consequently, for the audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements, including those regarding independence, and communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current year and are therefore the key audit matters. We describe these matters in our auditor's report, unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Belo Horizonte (MG), March 13, 2024. ERNST & YOUNG

Auditores Independentes S/S Ltda.



CRC-SP015199/O

Bruno Costa Oliveira Accountant CRC-BA031359/O

Méliuz S.A.

Balance sheets December 31, 2023

(In thousands of Reais)

Parent Company Consolidated

December

December

December

December

Notes

31, 2023

31, 2022

31, 2023

31, 2022

Assets Current Assets

Cash and cash equivalents

4.a

55,929

413,667

69,361

455,772

Trade accounts receivable

5

32,437

12,524

43,804

31,180

Marketable securities

4.b

592,920

5,026

594,987

287,614

Recoverable taxes

6

7,076

16,891

7,563

27,734

Custody of crypto-assets

7.1

-

-

12,231

6,707

Crypto-assets portfolio

7.1

-

-

212

102

Other assets

7.2

4,512

7,876

12,753

11,3883

Total current assets

692,874

455,984

740,911

922,992

Non-current assets Long-term receivables

Deferred taxes

17.b

55,094

55,094

55,094

73,262

Earn-out advance

19.a.ii

-

12,994

-

12,994

Other assets

7.2

10,946

12,353

1,257

5,456

Long-term assets

66,040

80,441

56,351

91,712

Investments

9

177,697

393,411

1

1

Fixed assets

10

1,992

3,516

2,200

4,605

Commercial leasing - right of use

11

-

-

813

-

Intangible assets

12

9,792

3,082

178,719

338,641

Total non-current assets

255,521

480,450

238,084

434,959

Total assets 948,395 936,434 978,995 135,7951

Parent Company Consolidated

December

December

December

December

Notes

31, 2023

31, 2022

31, 2023

31, 2022

Liabilities

Current Assets Suppliers

14

2,795

6,950

5,104

18,716

Loans and financing

-

-

-

132

Labor and tax obligations

15

41,079

27,206

44,614

41,792

Income tax and social contribution payable

17

1,359

-

2,402

656

Provision for cashback

16

19,952

16,270

20,997

16,270

Commercial leasing payable

11

-

-

350

-

Outstanding credits and establishments payable

18

-

-

-

356,016

Minimum dividends payable

19

19

19

19

Custody of crypto-assets

7.1

-

-

12,231

6,707

Deferred income

13

5,749

5,749

5,996

5,749

Earn-out payable

19.a.i

37,839

8,034

37,839

8,034

Advances

161

861

165

13,426

Other liabilities

1,747

3,354

1,855

4,097

Total current liabilities

110,700

68,443

131,572

471,614

Non-current assets Commercial leasing payable

11

-

-

496

-

Provision for cashback

16

409

954

3,138

954

Deferred taxes

-

-

378

873

Labor and tax obligations

15

951

3,895

955

6,315

Earn-out payable

19.a.i

5,572

28,920

5,572

28,920

Purchase option

19.b

23,741

12,794

23,741

12,794

Deferred income

13

28,743

34,492

28,743

34,492

Provisions for tax, civil and labor risks

21.a

1,800

450

1,911

2,789

Other liabilities

-

30

2

2

Total nun-current liabilities

61,216

81,535

64,936

87,139

Net Equity Capital Stock

20

920,482

920,480

920,482

920,480

Capital Reserve

(31,013)

(39,392)

(31,013)

(39,392)

Other comprehensive income

(3,435)

(3,636)

(3,435)

(3,636)

Accumulated losses

(109,555)

(90,996)

(109,555)

(90,996)

Shareholder's equity attributable to controlling shareholders

776,479

786,456

776,479

786,456

Shareholder's equity attributable to non-controlling shareholders

-

6,008

12,742

Total net equity

776,479

786,456

782,487

799,198

Total liabilities and shareholders' equity

948,395

936,434

978,995

1,357,951

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

Parent Company Consolidated

December

December 31,

December

December 31,

Notes

31, 2023

2022

31, 2023

2022

(Restated)

(Restated)

Continuing operations

Net Operating Revenue 22

260,415

266,427

326,589

320,121

Operating expenses

Cashback expenses

(131,726)

(175,188)

(139,183)

(179,277)

Personnel expenses

(80,937)

(123,840)

(100,823)

(145,904)

Commercial and marketing expenses

(10,329)

(16,733)

(22,771)

(26,028)

Software expenses

(9,745)

(24,256)

(12,324)

(26,897)

General and administrative expenses

(6,999)

(15,460)

(51,072)

(30,830)

Third-party services

(25,307)

(24,773)

(26,537)

(26,477)

Depreciation and amortization

(7,038)

(5,117)

(9,253)

(6,806)

Adjustment to fair value of the earn-out payable and call option

(25,365)

31,065

(25,365)

31,065

Others

(10,198)

(4,593)

(10,331)

(5,831)

(307,644)

(358,895)

(397,659)

(416,985)

Gross Profit

(47,229)

(92,468)

(71,070)

(96,864)

Equity Accounting

9

(4,816)

(3,034)

-

-

Income before financial result and taxes

(52,045)

(95,502)

(71,070)

(96,864)

Financial results

23

36,534

47,672

51,304

49,550

Result before income taxes

(15,511)

(47,830)

(19,766)

(47,314)

Current and deferred income and social contribution taxes

17

1,716

15,812

(1,022)

13,741

Losses from discontinued operations

(13,795)

(32,018)

(20,788)

(33,573)

Discontinued operations

Results from the discontinued operations

24

(4,764)

(24,575)

(4,764)

(24,575)

Fiscal year's loss

(18,559)

(56,593)

(25,552)

(58,148)

Loss of the year attributable to: Non-controlling shareholders

-

-

(6,993)

(1,555)

Controlling shareholders

-

-

(18,559)

(56,593)

Basic and diluted earnings per share (in BRL)

20

(0.21)

(0.65)

-

-

Basic and diluted earnings per share for continued

operations (in BRL)

(0.16)

(0.37)

-

-

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

Parent Company Consolidated

December

December

December

December

31, 2023

31, 2022

31, 2023

31, 2022

Fiscal year's loss

(18,559)

(56,593)

(25,552)

(58,148)

Other comprehensive income

201

(2,395)

386

(4,673)

Currency exchange adjustment of foreign subsidiaries

201

(2,395)

386

(4,673)

Total comprehensive income for the year

(18,358)

(58,988)

(25,166)

(62,821)

Comprehensive result of the fiscal year assignable to: Non-controlling shareholders

-

-

(6,808)

(3,833)

Controlling shareholders

-

-

(18,358)

(58,988)

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

Méliuz S.A.

Statements of changes in equity Fiscal Year ended December 31, 2023 (In thousands of Reais)

Capital Stock

Goodwill on

issuance of shares

Options granted

Other reserves

Treasury Stock

Other

comprehensi ve income

Accrued losses

Total

Non-controlling

shareholders interests

Total net equity

772,178

(9,752)

3,955

(40,840)

(10,989)

(1,241)

(34,403)

678,908

16,575

695,483

148,302

-

-

-

-

-

-

148,302

-

148,302

-

-

-

-

-

-

(56,593)

(56,593)

(1,555)

(58,148)

-

(7,006)

-

-

-

-

-

(7,006)

-

(7,006)

-

-

14,251

-

-

-

-

14,251

-

14,251

-

-

-

-

8,382

-

-

8,382

-

8,382

-

-

-

-

2,607

-

-

2,607

-

2,607

-

-

-

-

-

(2,395)

-

(2,395)

(2,278)

(4,673)

920,480

(16,758)

18,206

(40,840)

-

(3,636)

(90,996)

786,456

12,742

799,198

2

-

-

-

-

-

-

2

-

2

-

-

-

-

-

-

(18,559)

(18,559)

(6,993)

(25,552)

-

-

-

7,933

-

-

-

7,933

-

7,933

-

-

446

-

-

-

-

446

-

446

-

-

-

-

-

-

-

-

74

74

-

-

-

-

-

201

-

201

185

386

920,482

(16,758)

18,652

(32,907)

-

(3,435)

(109,555)

776,479

6,008

782,487

Capital Reserve

Balances as of December 31, 2021 Paid-up capital

Fiscal year's loss Capital Reserve Options granted

Restricted shares granted Share-based payment Currency exchange adjustment

Balances as of December 31, 2022

Paid-up capital Fiscal year's loss

Subscription warrants Options granted Others

Currency exchange adjustment Balances as of December 31, 2023



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

Statements of cash flows

Fiscal Year ended December 31, 2023 (In thousands of Reais)

Parent Company Consolidated

December

December

December

December

31, 2023

31, 2022

31, 2023

31, 2022

Operating Activities

Income for the year before taxes on profit from continued operations

(15,511)

(47,830)

(19,766)

(47,314)

Income for the year before taxes on profit from discontinued operations

9,919

(24,575)

9,919

(24,575)

Income for the year before taxes on profit

(5,592)

(72,405)

(9,847)

(71,889)

Adjustments for:

Depreciation and amortization

16,306

11,018

19,929

13,683

Gain/loss on disposal of fixed assets

51

1,199

76

1,235

Net income and interest

13,109

(418)

(1,238)

(891)

Allowance for doubtful accounts

4,475

4,664

2,657

8,082

Equity

28,801

21,708

-

-

Employee Benefits with Shares Options

446

14,251

446

14,251

Disposal of investment

(43,168)

1,863

(43,168)

3,467

Adjustment to fair value of the earn-out payable and call option

25,365

(31,065)

25,365

(31,065)

Appropriation of deferred revenue

(5,749)

(4,759)

(5,749)

(4,759)

Provision for cashback

144,851

194,823

148,625

194,823

Provisions for tax, civil and labor risks

1,350

349

(281)

1,176

Write-off of earn-out advance

14,831

-

14,831

-

Loss by Impairment

-

711

-

711

Settlement of Treasury Stocks

-

8,382

-

8,382

Exchange Variation and Others

(1)

183

224

1,924

Adjusted Result

195,075

150,504

151,870

139,130

Changes in Assets and Liabilities:

Trade accounts receivable

(24,388)

36,264

(54,584)

56,184

Recoverable taxes

9,815

(10,024)

13,450

(15,094)

Other assets

6,450

(3,516)

19,498

(98,922)

Deferred income

-

45,000

247

45,000

Suppliers

(4,155)

2,381

5,037

4,849

Labor and tax obligations

10,929

14,677

7,174

15,924

Cashback paid

(141,714)

(214,510)

(141,714)

(214,510)

Outstanding credits and establishments payable

-

-

(99,592)

45894

Other liabilities

(3,209)

3,210

(13,281)

(18,102)

Earn-out paid

(8,519)

-

(8,519)

-

Acquisition of cryptocurrencies

-

-

(110)

4

IRPJ and CSLL paid

(11,608)

-

(14,468)

(3,311)

Payment of interest on leases

-

(67)

(41)

(68)

Net cash generated (used) in operating activities

28,676

23,919

(135,033)

(43,022)

Investment activities

Additions to fixed assets and lease

-

(402)

(133)

(518)

Receipt from sale of fixed assets

615

477

628

489

Additions to intangible

(10,636)

-

(10,702)

(2,088)

Paid-up capital

2

-

2

-

Cash from business combination

-

-

-

52,123

Acquisition of financial instruments

(604,394)

(14,426)

(379,631)

(6,496)

Capital increase in subsidiary

-

(36,435)

-

-

Earn-out advance

-

(15,328)

-

(15,328)

Receipt on the sale of equity interest, net of cash of the sold subsidiary

227,999

33

138,657

-

Acquisition of Businesses

-

-

-

10

Loans and contracts receivable

-

(32,500)

-

(32,500)

Net cash used in investment activities

(386,414)

(98,581)

(251,179)

(4,308)

Statements of cash flows -- Cont'd Fiscal Year ended December 31, 2023 (In thousands of Reais)

Parent Company Consolidated

December

December

December

December

31, 2023

31, 2022

31, 2023

31, 2022

Financing activities

Loan and lease payments

-

(520)

(585)

(6,972)

Receivables from related parties

-

(405)

-

-

Mandatory dividends paid

-

(2)

-

(2)

Net cash used in financing activities

-

(927)

(585)

(6,974)

Effect of exchange variation on exchange adjustment

-

-

386

(4,673)

Net change in cash and cash equivalents

(357,738)

(75,589)

(386,411)

(58,977)

Cash and cash equivalents

At the beginning of the fiscal year

41,3667

489,256

455,772

514,749

At the end of the fiscal year

55,929

413,667

69,361

455,772

Net change in cash and cash equivalents

(357,738)

(75,589)

(386,411)

(58,977)

Relevant transactions not affecting cash

Acquisition of equity instruments

-

197,433

-

197,433

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

Statements of value added

Fiscal Year ended December 31, 2023 (In thousands of Reais)

Parent Company Consolidated

December

December 31,

December

December

31, 2023

2022

31, 2023

31, 2022

Revenues

Gross service revenues

293,107

302,898

445,759

412,217

Other revenues

50,964

5,236

52,728

3,549

Allowance for doubtful accounts

4,475

(4,664)

(1,982)

(8,082)

348,546

303,470

496,505

407,684

Inputs purchased from third parties Cashback costs

(144,835)

(195,043)

(152,292)

(199,132)

Third-party services

(37,266)

(42,974)

(55,135)

(61,463)

Infrastructure expenses

(12,602)

(28,851)

(30,236)

(44,969)

Others

(52,520)

13,143

(143,773)

(25,515)

(247,223)

(253,725)

(381,436)

(331,079)

Gross Added Value

101,323

49,745

115,069

76,605

Depreciation and amortization

(16,303)

(11,018)

(19,831)

(13,683)

Net Added Value produced

85,020

38,727

95,238

62,922

Added Value received in transfer

25,146

29,479

76,105

71,929

Equity Accounting

(28,804)

(21,708)

-

-

Financial income and exchange variation

53,950

51,187

76,105

71,929

Total added value to distribute

110,166

68,206

171,343

134,851

Distribution of the added value Personnel

71,313

105,811

124,895

154,397

Direct compensation

43,796

56,094

88,221

94,948

Benefits

24,371

45,203

30,439

52,206

FGTS

3,146

4,514

6,235

7,243

Taxes, fees and contributions

39,776

15,289

66,685

35,003

Federal

32,147

4,486

56,282

22,190

State

7

23

14

122

Municipal

7,622

10,780

10,389

12,691

Remuneration of third-party capital

17,636

3,699

5,315

3,599

Interests

16,859

3,060

4,002

1,822

Rentals

18

117

518

1,209

Others

759

522

795

568

Remuneration of equity capital

(18,559)

(56,593)

(25,552)

(58,148)

Fiscal year's loss

(18,559)

(56,593)

(18,559)

(56,593)

Non-controlling stockholders shareholding

-

-

(6,993)

(1,555)

Distribution of the added value

110,166

68,206

171,343

134,851

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

Notes to the individual and consolidated financial statements December 31, 2023

(In thousands of reais, unless otherwise indicated)

  1. Operational Context
    1. The Company

      Méliuz S.A. ("Company" or "Méliuz" and together with its subsidiaries "Group" or "Cash3 Group"), is a publicly-held corporation, listed on B3 S.A. (B3), under the acronym CASH3, with headquarters at Rua José Versolato, 111, Bloco B, Sala 3014, Centro, São Bernardo do Campo - SP, was incorporated on August 11, 2011, has as its corporate purpose the exploration of a virtual portal intended for the disclosure and dissemination of brands, products, services and other advertising and publicity materials, including the lease of virtual advertising space for the insertion of texts, drawings and other materials. The Company's purpose is also to explore, on a secondary and eventual basis, activities of business intermediation and interest in other companies.

      The Cash3 Group consists of the following subsidiaries:

      Investee Control Participation

      Picodi.com S.A. Subsidiary 51.2%

      Melhor Plano Internet Ltda. Subsidiary 100%

      Promobit Serviços de Tecnologia Digital Ltda. Subsidiary 100%

      Alter Pagamentos S.A. Subsidiary 100%

      Méliuz Fundo de Investimento em Direitos Creditórios Subsidiary 100%

      1. Picodi.com S.A. ("Picodi")

        Poland-based Picodi.com is an international e-commerce platform bringing together discount coupons and promotional codes and is present on five continents, in more than 44 countries and available in 19 different languages.

      2. Melhor Plano Internet Ltda. ("Melhor Plano")

        Through the Melhor Plano platform, users are able to find different offers of telecommunications plans and service packages that best suit their individual consumption profile. In the same environment, different companies in the sector of mobile or fixed telephone plans, pay TV, fixed internet and combos can be compared.

      3. Promobit Serviços de Tecnologia Digital Ltda. ("Promobit")

        Promobit promotes an online environment for users to exchange information and opinions about e-commerce store products and promotions.

        1. Operational Context--Continued
          1. The Company- Continued

      4. Alter Pagamentos S.A. ("Alter")

        Alter is a startup specialized in crypto assets trading, consolidating a cryptocurrency portfolio in a single application with the integration of a digital account.

      5. Méliuz Fundo de Investimento em Direitos Creditórios ("FIDC")

        The FIDC aims to offer a credit product to its users who hold the new Méliuz card. In March 2022, a total of 27,500 junior subordinated units ("Units") were subscribed to the Méliuz Fundo de Investimento em Direitos Creditórios ("FIDC"), incorporated for an indefinite time, with the specific purpose of concentrating the operation to accelerate receivables in the Bankly's credit system and a paid-up capital in December 31, 2023 of BRL 25,900. The concept of full consolidation was applied for the FIDC.

      6. Cash3 Corretora de Seguros Ltda. ("Cash3 Corretora")

In July 2022, the Company incorporated Cash3 Corretora, where it holds the units representing 100% of the total and voting capital stock, becoming the parent company of this investee, whose units holding composition on December 31, 2022 is:

Unit holders

Number of

Units Participation

Méliuz S.A. (Parent Company) 10,000 100%

Total 10,000 100%

The corporate purpose of Cash3 Corretora is the activity of brokers and insurance agents, supplementary pension plans and health insurance.

The Company paid up capital through a financial contribution in the amount of BRL 10 in national currency through bank transfer.

On May 29, 2023 Cash3 Corretora was terminated.

  1. Operational Context--Continued
    1. The Company- Continued

      On March 15, 2023, at a meeting of the Company's Board of Directors, the resignation of Mr. Luciano Cardoso Valle as Chief Financial and Investor Relations Officer was approved, electing in his place on March 23, 2023 Mrs. Michelle Meirelles Ferreira Costa as Chief Financial Officer and Mr. Márcio Loures Penna as Chief Investor Relations Officer until the end of the term of office of the executive board, which was in progress, therefore, until September 1, 2023.

      On September 01, 2023, the Board of Directors of the Company, approved in the meeting the reelection of Mrs. Michelle Meirelles Ferreira Costa as Chief Financial Officer, and Mr. Márcio Loures Penna as Chief Investor Relations Officer up to August 31, 2024.

    2. Reverse splits and splits of shares

      On April 28, 2023, the Company's Special General Meeting approved the reverse split of all its shares, in the proportion one (1) common share to hundred (100) common shares and subsequently the split of all its shares in proportion of 1 (one) common share to 10 (ten) common shares, without modifying the Company's capital stock.

    3. Disposal of the control of Acessopar and Bankly

    On November 27, 2023, the sale of 100% of the shares issued by Bankly and 100% of the shares issued by Acessopar ("Transaction") was completed. The implementation of the Transaction resulted in the change of control of Acessopar and, indirectly, Bankly, to Banco BV. For further details, see explanatory note 24.

  2. Accounting Policies
    1. Basis of preparation and presentation of the financial statements

      The Company's individual and consolidated financial statements for the year closed, December 31, 2023 have been prepared and are presented in accordance with the accounting practices adopted in Brazil, which comprise the accounting pronouncements, guidelines, and interpretations issued by the Accounting Pronouncements Committee ("CPC") approved by the Federal Accounting Council ("CFC") and by the Securities Exchange Commission ("CVM"), which are in accordance with the International Financial Reporting Standards ("IFRS") issued by the International Accounting Standards Board ("IASB").

      The individual and consolidated financial statements have been prepared on the historical cost basis, except for certain financial instruments measured at their fair values, and based on the Company's continued operations assumption. All relevant information specific to the individual and consolidated financial statements, and only them, are evidenced and correspond to those used by management in its management of the Company's activities, according to Technical Guidance OCPC07.

      Management has evaluated the Company's ability to continue operating normally and is convinced that it has the resources to continue its business in the future. Moreover, Management is not aware of material uncertainties that should generate significant doubts as to its ability to continue operating. Accordingly, these individual and consolidated financial statements have been prepared on continuity assumption.

      The Company's functional currency is the Brazilian real, and all amounts presented in these financial statements are expressed in thousands of Reais, unless otherwise indicated. For the Group entity whose functional currency is other than the Brazilian Real, the financial statements are translated into the Real on the reporting date.

      The financial statements issue was authorized by Executive Board and Board of Directors on March 11, 2024.

      2. Accounting Policies--Continued
    2. Relevant Accounting Policies
      1. Cash and Cash Equivalents

        Cash and cash equivalents are held for the purpose of meeting short-term cash commitments and not for investment or other purposes. The Company considers cash equivalents to be an immediate convertible financial investment, redeemable with the issuing entity, in a known amount of cash, subject to an insignificant risk of change in value. Therefore, normally, an investment qualifies as a cash equivalent when it has a short-term maturity, for example, redeemable within 90 (ninety) days from the contracting date.

      2. Financial instruments

The Company classifies its financial assets and liabilities, upon initial recognition, under the following categories: Amortized cost, Fair value through profit or loss, and fair value through other comprehensive income. The classification depends on the purpose for which the financial instruments were acquired.

For subsequent measurement purposes, financial assets are classified as follows: four categories, (i) financial assets at amortized cost; (ii) Financial assets at fair value through other comprehensive income with reclassification of accumulated gains and losses; (iii) Financial assets designated at fair value through other comprehensive income, without reclassification of accumulated gains and losses at the time of their derecognition; or (iv) Financial assets at fair value through profit or loss.

Amortized cost

Instruments held to receive contractual cash flows on specific dates are classified as amortized cost, according to the Company's business model.

This category includes cash and cash equivalents, trade accounts receivable and amounts receivable from related parties, loans, amounts payable to related parties, suppliers, commercial leasing and cashback operations.

  1. Accounting Policies--Continued
    1. Relevant Accounting Policies (Continued)
      1. Financial Instruments (Continued)

        Fair value through profit or loss

        Financial instruments classified as fair value through profit or loss are those that do not have a specific definition of maintenance to receive contractual cash flows on specific dates or to sell these assets in the Company's business model.

        Financial assets at fair value through other comprehensive income

        Financial assets classified at fair value through other comprehensive income are all other assets not classified in the above categories.

        Financial assets and financial liabilities are presented net in the balance sheet if, and only if, there is a current and enforceable legal right to offset the recognized amounts and there is an intention to offset, or to realize the asset and settle the liability simultaneously.

        Subsequent measurement

        The measurement of financial liabilities depends on their classification. In the case of suppliers, loans and accounts payable with related parties and commercial leasing payables, classified by the Company as financial liabilities at amortized cost, after initial recognition, including those subject to interest, are subsequently measured at amortized cost, using the effective interest rate.

      2. Fixed Assets

        Fixed assets are stated at acquisition or construction cost, net of offsettable taxes, when applicable, and accumulated depreciation.

        Depreciation is calculated on the balance of fixed assets in operation using the straight-line method, with the rates that reflect the estimated useful lives of the assets. The main rates are shown in Explanatory Note no. 10 to the financial statements.

        Gains and losses resulting from the write-off of a fixed asset are measured as the difference between the net amount obtained from the sale and the carrying amount of the asset, being recognized in the income statement upon write-off of the asset.

        2. Accounting Policies--Continued 2.2. Relevant Accounting Policies (Continued)
      3. Intangible Assets

        They are represented by the amounts paid on the acquisition of the intangible asset, measured on initial recognition at acquisition cost and, subsequently, deducted from accumulated amortization and impairment losses, when applicable.

        Expenses with research activities are recognized as an expense in the period in which they are incurred. Internally generated intangible assets resulting from development costs are recognized if, and only if, all the conditions provided for in CPC 04 (IAS 38) on intangible assets are demonstrated.

        The amount initially recognized of internally generated intangible assets corresponds to the sum of expenses incurred since the intangible asset started to meet the aforementioned recognition criteria. When no

        internally generated intangible asset can be recognized, development costs are recognized in the income for the year when incurred.

        Amortization is recognized based on the estimated useful life of each asset using the straight-line method, so that the cost amount less its residual value after its useful life is fully written off. Estimated useful lives, residual values and amortization methods are reviewed at the end of the balance sheet date and the effect of any changes in estimates is recognized prospectively.

      4. Reduction on the non-current assets recoverable amount

Management annually reviews the net book value of non-financial assets in order to assess events or changes in economic, operating or technological circumstances that should indicate deterioration or loss of their recoverable value. Once such evidence is identified and the net book value exceeds the recoverable amount, a provision for devaluation is set up, adjusting the net book value to the recoverable amount. In this case, the recoverable amount of an asset or of a specific cash-generating unit is defined as being the higher of its value in use and its net sales value.

  1. Accounting Policies--Continued
    1. Relevant Accounting Policies (Continued)
      1. Impairment -- Cont'd

        The management verified the indicators to identify the need to apply the impairment test and the accounting recognition of the impairment of a financial asset, such as: significant decrease in market price, significant change related to the technological, market, economic, or legal environment, changes in market rates reflected in the discount rate used to define the fair value, low profitability, evidence of obsolescence, plans to discontinue or restructure an operating unit, higher than expected maintenance costs, among others.

        In addition, the Company tests for impairment, at least annually, the goodwill on the acquisitions of its subsidiaries

      2. Investments

        In the individual financial statements, the financial information of the investees is recognized using the equity method, based on the financial statements prepared by the respective investees on the same base dates and accounting criteria of the Company's balance sheets.

      3. Provisions for tax, civil and labor risks

        The Company is a party to legal and administrative proceedings. Provisions are set up for all contingencies relating to legal proceedings for which it is probable that an outflow of resources will be made to settle the contingency and a reasonable estimate can be made. The assessment of probability of loss includes the assessment of available evidence, the hierarchy of laws, available case law, the most recent decisions in the courts and their relevance in the legal system, as well as assessment of external lawyers. Provisions are reviewed and adjusted to take account of changes in circumstances, such as applicable statute of limitations, conclusions of tax inspections or additional exposures identified based on new matters or court decisions.

        In cases where the provision has a corresponding escrow deposit and the Company intends to settle the liability and realize the asset simultaneously, the amounts are offset.

        2. Accounting Policies--Continued 2.2. Relevant Accounting Policies (Continued)
      4. Cashback provision

        It is recognized in accordance with the measurement method that the Company drafted through descriptive statistics on the average user redemption profile, considering historical data, and the evolution of the Company's participation in different business fronts. The model considers the entire cashback history confirmed for users by grouping them in monthly cohorts and assessing the percentage redeemed in subsequent months. In this way, the company understands that the best measurement has been met, and the amount comprises the amounts payable in accordance with the Terms and Conditions of use of the program.

      5. Other Assets and Liabilities

        An asset is recognized in the balance sheet when it is probable that its future economic benefits will be generated in favor of the Company and its cost or value can be reliably measured.

        A liability is recognized in the balance sheet when the Company has a legal or constructive obligation as a result of a past event, and it is probable that an outflow of economic benefits will be required to settle it. Provisions are recorded based on the best estimates of the risk involved.

      6. Income tax and social contribution payable

Current

Current tax assets and liabilities for the last and previous years are measured at the expected recoverable amount or payable to the tax authorities.

The provision for income tax and social contribution is calculated based on the rates of 15% plus an additional 10% on taxable income exceeding BRL 60, quarterly, for income tax and 9% on taxable income for Social Contribution on Net Profit (CSLL), and considers the offset of tax losses and negative basis of social contribution, limited to 30% of taxable income determined in each fiscal year, and there is no statute of limitations for their offset.

  1. Accounting Policies--Continued
    1. Relevant Accounting Policies (Continued)
      1. Income Tax and Social Contribution (Continued)

        Current - Cont'd

        Income tax and social contribution related to items recognized directly in net worth are also recognized in the net worth. Management periodically assesses the tax position of situations in which tax regulations require interpretation and establishes provisions when appropriate.

        Advances or amounts subject to offsetting are shown in current or non-current assets, according to the forecast of their realization until the end of the year, when the tax is duly calculated and offset against the advances made.

        Deferred

        Deferred tax liabilities are recognized for all temporary tax differences. Deferred tax assets are recognized for all deductible temporary differences to the extent that it is probable that future taxable profits will be available for the temporary differences to be realized. These taxes are measured at the rate that is expected to be applicable in the year in which the asset will be realized or the liability settled, based on the tax legislation in force at the balance sheet date.

        Deferred Income Tax and Social Contribution assets are reviewed at each reporting date and will be reduced to the extent that their realization is no longer probable.

        Current and deferred taxes related to items recognized directly in net worth or in other comprehensive income are recognized in the net worth.

        In accordance with ICPC 22/IFRIC 23, the Company periodically assesses the tax position of situations in which tax regulation requires interpretation and establishes provisions and/or disclosures when appropriate.

        2. Accounting Policies--Continued 2.2. Relevant Accounting Policies (Continued)
      2. Recognition of service revenue

In general, for the Company's business, revenues are recognized when a performance obligation is satisfied, for the amount expected to be received in exchange for the transferred services, which must be allocated to such performance obligation. The Company recognizes revenue only when it is probable that it will receive consideration in exchange for the transferred services, considering the customer's ability and intention to meet the payment obligation. Hence, the competence regime is applied. Contracts with customers are for an indefinite period, most of them do not have a termination penalty, however, they contain an average notice of thirty days for termination.

Méliuz

Revenue comes from the placement of advertising spaces on the portal and remuneration, understood as commissions, which are measured through clicks on links from partners on the company's website and in its smartphone application, converted into sales by partners. Almost all of the agreed commissions vary in character according to the campaign. The Company understands the performance obligation is satisfied at the moment the customer confirms that the services provided are converted into sales.

After careful quantification of the Company's liabilities related to the rectification work and the agreed limitations regarding the possibility of customers requesting additional works, the Company identified its contracts and the respective transferred services, separated its obligations to perform, determined and allocated the transaction prices, recognizing revenue only when all of the above criteria are met.

The company's net revenue is calculated by the total commission and advertising space received, less taxes on sales of services ISSQN, PIS and COFINS.

Picodi

Picodi.com is a platform that gathers discount coupons, promotional codes and other promotions from different stores and brands, present in more than 44 countries.

  1. Accounting Policies--Continued
    1. Relevant Accounting Policies (Continued)
      1. Service Revenue Recognition (Continued)

        Picodi - Continued

        Due to the specificity of agreements with affiliate networks, there is a difference between the period of revenue generation (service rendering) and the billing period by affiliates (Picodi.com contractors - invoice issuers). The services are billed at later periods, depending on the settlement period adopted with a given contractor. The revenue, in turn, is recognized according to the actual service provision and the amount that is expected to be received in exchange for them.

        Financial Income

        Interest income and expenses are recognized in the income statement using the effective interest method.

      2. Taxes on Sales

        Expenses and non-current assets acquired are recognized net of sales taxes when they are recoverable from the tax authorities.

      3. Net Worth

        The capital stock is represented by common shares. Incremental expenses directly attributable to the issuance of shares are presented as a deduction from net worth, as capital transactions, net of tax effects.

      4. Profit (loss) per share

Basic profit (loss) per share is calculated by dividing the profit (loss) attributable to holders of the Company's common shares (the numerator) by the weighted average number of common shares held by the shareholders (the denominator) during the year.

Diluted profit (loss) per share is calculated by dividing the net profit (loss) attributable to holders of the Company's common shares by the weighted average number of common shares available during the year, plus the weighted average number of common shares that would be issued on the conversion of all diluted potential common shares into common shares.

  1. Accounting Policies--Continued
    1. Relevant Accounting Policies (Continued)
      1. Profit (loss) per share (Continued)

        Equity instruments that must or should be settled with Company shares are only included in the calculation when their settlement has a dilutive impact on earnings per share.

      2. Added Value Statement ("AVS")

        The added value statement (AVS) is not required by IFRS, being presented in a supplementary form in compliance with the Brazilian corporate law. Its purpose is to highlight the wealth created by the Company during the year, as well as to demonstrate its distribution among the various agents.

      3. Operating segment

        The company has three reportable operating segments, namely: (i) B2C (Business to Customers) National; (ii) B2C (Business to Customers) International; and (ii) Other segments. In order for the users to obtain a strategic vision of the business activities, the information is shown in Explanatory Note no. 25 of the financial statements.

      4. Discontinued operations

        Discontinued operations are excluded from results of continuing operations and are presented as a single amount in profit or loss after taxes from discontinued operations in the income statement.

        Additional disclosures are set forth in explanatory note 24. All other notes to the financial information include amounts for continuing operations, except when mentioned otherwise.

      5. Business combinations and premium

Business combinations are accounted for using the acquisition method. The cost of an acquisition is measured by the sum of the consideration transferred, which is evaluated based on the fair value on the acquisition date, and the value of any non-controlling interest in the acquiree. For each business combination, the purchaser must measure the non-controlling interest in the acquiree either at fair value or based on its interest in the identified net assets of the acquiree. Costs directly attributable to the acquisition are accounted when incurred.