Meliuz SaBMFBOVESPA: CASH3

Individual and Consolidated Financial Statements (December 31, 2022)

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

December 31, 2022

with Independent Auditor's Report



Méliuz S.A.

Individual and Consolidated Financial Statements

December 31, 2022

Table of Contents

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

Audited Individual and Consolidated Financial Statements

Balance Sheets 6

Income Statements 8

Comprehensive Income Statements 9

Statements of Changes in Shareholders' Equity 10

Statements of Cash Flows 11

Statements of Added Value 13

Notes to the Individual and Consolidated Financial Statements 14



Edifício Statement

Av. Do Contorno, 5.800 16º e 17º andares - Savassi

30110-042 - Belo Horizonte - MG - Brasil

Tel: +55 31 3232-2100

Fax: +55 31 3232-2106

ey.com.br

A free translation from Portuguese into English of Independent Auditor's Report on financial statements prepared in Brazilian currency 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).

Independent auditor's report on individual and consolidated financial statements

To the Management and Shareholders of

Méliuz S.A.

Belo Horizonte - MG

Opinion

We have audited the individual and consolidated financial statements of Méliuz S.A. (the "Company"), identified as Parent Company and Consolidated, respectively, which comprise the statement of financial position as at December 31, 2022 and the statements of profit or loss, of comprehensive income (loss), of changes in equity, and of cash flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying financial statements present fairly, in all material respects, the individual and consolidated financial position of the Company as at December 31, 2022, its individual and consolidated financial performance and its individual and consolidated cash flows for the year then ended, 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).

Basis for opinion

We conducted our audit in accordance with the 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.

Key audit matter

A key audit matter is that matter that, in our professional judgment, was of most significance in our audit of the financial statements for the current year. This matter was 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 this matter. For the 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.

A member company of Ernst & Young Global Limited



1

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 this key audit matter. 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 matter below, provide the basis for our audit opinion on the accompanying financial statements.

Business combination

As described in Notes 3 and 11 to the individual and consolidated financial statements, in the year ended December 31, 2022, the Company acquired equity interest and control over companies Acessopar Investimentos e Participações S.A. and Acesso Soluções de Pagamentos S.A. These acquisitions were accounted for at the fair value of the assets acquired and the liabilities assumed by the Company on the acquisition date, and the excess over the consideration paid was recorded as goodwill based on future profitability.

The estimates associated with accounting for the acquisition of a business involve significant judgments, both in determining the fair value of the consideration transferred, the assets acquired and liabilities assumed, and in determining the goodwill based on expected future profitability. In addition, the Company is required to disclose information that enables users of the financial statements to assess the nature and financial effects arising from the business combination. The process of allocating the assets acquired, liabilities assumed and goodwill in a business combination is complex and involves subjectivity and judgment in defining the assumptions and methodology used in such process.

How our audit addressed this matter

Our audit procedures included, among others: (i) use of valuation experts to assist us in evaluating the assumptions and methodology used by the Company, related to the measurement of fair value and allocation of assets and liabilities on the acquisition dates; (ii) review of the allocation of acquisition prices in accordance with the criteria used by the Company's executive board and comparison with independent calculations performed with external information, and; (iii) assessment of the adequacy of the Company's disclosures on this matter, in accordance with CPC 15 (R1) and IFRS 3 - Business Combinations.

Based on the results of the audit procedures performed on the abovementioned business combinations, which are consistent with the executive board's assessment, we consider the criteria and assumptions prepared by the executive board for the measurement and recognition of business combinations, as well as their disclosures in Notes 3 and 11, 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, 2022, 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 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 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 scope and timing of the planned audit procedures and significant audit findings, including any deficiencies in internal control that we identify during our audit.

We also provided those charged with governance with a statement that we have complied with relevant ethical requirements, including those regarding independence, and communicated 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 determined 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, March 14, 2023. ERNST & YOUNG



Auditores Independentes S/S Ltda. CRC SP-015199/O

Bruno Costa Oliveira Accountant CRC BA-031359/O

Méliuz S.A.

Balance Sheets December 31, 2022 (In thousands of reais)

Parent Company Consolidated

Notes

12/31/2022

12/31/2021

12/31/2022

12/31/2021

Assets

Current Assets

Cash and cash equivalents

4.a

413,667

489,256

455,772

514,749

Trade accounts receivable

5

12,524

53,452

31,180

66,882

Marketable securities

4.b

5,026

-

287,614

-

Recoverable taxes

6

16,891

6,867

27,734

7,732

Loans and contracts receivable

7

-

18,588

-

18,588

Custody of crypto assets

8.1

-

-

6,707

28,303

Crypto assets portfolio

8.1

-

-

102

106

Amounts receivable from related parties

9.2

-

3,785

-

-

Other amounts receivable

15

-

27,000

-

27,000

Other assets

8.2

7,876

2,981

113,883

3,756

Total current assets

455,984

601,929

922,992

667,116

Non-current assets Long-term receivables

Amounts receivable from related parties

9.2

-

591

-

-

Deferred taxes

19.b

55,094

39,282

73,262

39,282

Advances

10

-

4,105

-

-

Earn-out anticipation

21

12,994

-

12,994

-

Other assets

8.2

12,353

4,148

5,456

4,608

Long-term assets

80. 441

48,126

91,712

43,890

Investments

11

393,411

185,892

1

1

Fixed assets

12

3,516

6,067

4,605

6,258

Commercial leasing - right of use

13

-

1,554

-

1,554

Intangible assets

14

3,082

5,078

338,641

184,010

Total non-current assets

480,450

246,717

434,959

235,713

Total assets 936,434 848,646 1,357,951 902,829

Parent Company Consolidated

Notes

12/31/2022

12/31/2021

12/31/2022

12/31/2021

Liabilities Current Assets

Suppliers

16

6,950

4,569

18,716

6,953

Loans and financing

-

-

132

305

Labor and tax obligations

17

27,206

15,868

41,792

18,712

Income tax and social contribution payable

19

-

-

656

724

Cashback

18

16,270

34,818

16,270

34,818

Commercial leasing payable

13

-

660

-

660

Outstanding credits and establishments payable

20

-

-

356,016

-

Minimum dividends payable

19

21

19

21

Custody of crypto assets

8.1

-

-

6,707

28,303

Deferred income

15

5,749

3,375

5,749

3,375

Earn-out payable

21

8,034

-

8,034

-

Advances

Provision for tax, civil and labor risks

23.a

861

-

-

101

13,426

-

-

101

Other liabilities

3,354

3,703

4,097

3,883

Total current liabilities

68,443

63,115

471,614

97,855

Non-current assets Loans and financing

-

-

-

152

Commercial leasing payable

13

-

841

-

841

Cashback

18

954

2,093

954

2,093

Deferred taxes

-

-

873

2,182

Labor and tax obligations

17

3,895

556

6,315

602

Earn-out payable

21

28,920

38,194

28,920

38,194

Purchase option

21

12,794

41,314

12,794

41,314

Deferred income

15

34,492

23,625

34,492

23,625

Provision for tax, civil and labor risks

23.a

450

-

2,789

-

Other liabilities

30

-

2

488

Total nun-current liabilities

81,535

106,623

87,139

109,491

Net Equity Share capital

22

920,480

772,178

920,480

772,178

Capital Reserve

(39,392)

(46,637)

(39,392)

(46,637)

Treasury Stock

-

(10,989)

-

(10,989)

Other comprehensive income

(3,636)

(1,241)

(3,636)

(1,241)

Accumulated losses

(90,996)

(34,403)

(90,996)

(34,403)

Shareholder's equity attributable to controlling shareholders

786,456

678,908

786,456

678,908

Shareholder's equity attributable to non-controlling shareholders

-

-

12,742

16,575

Total net equity

786,456

678,908

799,198

695,483

Total liabilities and shareholders' equity

936,434

848,646

1,357,951

902,829

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

Income Statements

Fiscal Year ended December 31, 2022

(In thousands of reais, except basic and diluted earnings per share)

Parent Company Consolidated

Notes 12/31/2022 12/31/2021 12/31/2022 12/31/2021

Net revenues Operating expenses

Cashback expenses

24

266,427

(175,188)

222,652

(140,159)

368,107

(179,277)

263,486

(140,477)

Personnel expenses

(123,840)

(53,718)

(182,117)

(67,000)

Commercial and marketing expenses

(16,733)

(42,933)

(26,740)

(47,150)

Software expenses

(24,256)

(15,994)

(29,688)

(17,543)

General and administrative expenses

(15,460)

(3,264)

(63,790)

(10,786)

Third-party services

(24,773)

(20,320)

(33,196)

(24,911)

Depreciation and amortization

(11,018)

(3,266)

(13,683)

(4,567)

Adjustment to fair value of earn-out and call option

31,065

(12,928)

31,065

(12,928)

Others

(4,593)

(5,811)

(12,182)

(5,970)

(364,796)

(298,393)

(509,608)

(331,332)

Gross Profit

(98,369)

(75,741)

(141,501)

(67,846)

Equity Accounting

11

(21,708)

1,335

-

-

Income before financial result and taxes

(120,077)

(74,406)

(141,501)

(67,846)

Financial income

25

47,672

16,484

69,612

16,521

Result before income taxes

(72,405)

(57,922)

(71,889)

(51,325)

Current and deferred income and social contribution taxes

19

15,812

20,114

13,741

16,991

Fiscal year's loss

(56,593)

(37,808)

(58,148)

(34,334)

Net income (loss) for the year attributable to:

Non-controlling shareholders

-

-

(1,555)

3,474

Controlling shareholders

-

-

(56,593)

(37,808)

Basic and diluted losses per share (in BRL)

22

(0.07)

(0.05)

(0.07)

(0.05)

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

Comprehensive Income Statements Fiscal Year ended December 31, 2022 (In thousands of reais)

Parent Company Consolidated

12/31/2022 12/31/2021 12/31/2022 12/31/2021

Fiscal year's loss

(56,593)

(37,808)

(58,148)

(34,334)

Other comprehensive income

(2,395)

(1,241)

(4,673)

(2,427)

Currency exchange adjustment of foreign subsidiaries

(2,395)

(1,241)

(4,673)

(2,427)

Total comprehensive income for the year

(58,988)

(39,049)

(62,821)

(36,761)

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

-

-

(58,988)

(39,049)

Controlling shareholders

-

-

(3,833)

2,288

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

Méliuz S.A.

Statements of Changes in Shareholders' Equity Fiscal Year ended December 31, 2022

(In thousands of reais)

Capital Reserve Profit Reserve

Capital Stock

Goodwill on issuance

of shares

Options granted

Other reserves

Legal reserve

Statutory Reserve

Treasury Stock

Other

comprehensive income

Retained

earnings (loss)

Total

Non-controlling shareholders

interests

Total net equity

Balances as of December 31, 2020

344,678

7,049

-

-

986

2,419

-

-

-

355,132

2,352

357,484

Paid-up capital

427,500

-

-

-

-

-

-

-

-

427,500

14,287

441,787

Result for the year

-

-

-

-

-

-

-

-

(37,808)

(37,808)

3,474

(34,334)

Loss absorption for the year

-

-

-

-

(986)

(2,419)

-

-

3,405

-

-

-

Repurchase of shares

-

-

-

-

-

-

(10,989)

-

-

(10,989)

-

(10,989)

Sale of shares

-

-

-

-

-

-

-

-

-

-

(2,352)

(2,352)

Capital Reserve

-

(16,801)

-

-

-

-

-

-

-

(16,801)

-

(16,801)

Options granted

-

-

3,955

-

-

-

-

-

-

3,955

-

3,955

Currency exchange adjustment

-

-

-

-

-

-

-

(1,241)

-

(1,241)

(1,186)

(2,427)

Purchase option

-

-

-

(40,840)

-

-

-

-

-

(40,840)

-

(40,840)

Balances as of December 31, 2021

772,178

(9,752)

3,955

(40,840)

-

-

(10,989)

(1,241)

(34,403)

678,908

16,575

695,483

Paid-up capital

148,302

-

-

-

-

- -

-

-

148,302

-

148,302

Result for the year

-

-

-

-

-

- -

-

(56,593)

(56,593)

(1,555)

(58,148)

Capital Reserve

-

(7,006)

-

-

-

- -

-

-

(7,006)

-

(7,006)

Options granted

-

-

14,251

-

-

- -

-

-

14,251

-

14,251

Restricted shares granted

-

-

-

-

-

- 8,382

-

-

8,382

-

8,382

Share-based payment

-

-

-

-

-

- 2,607

-

-

2,607

-

2,607

Currency exchange adjustment

-

-

-

-

-

- -

(2,395)

-

(2,395)

(2,278)

(4,673)

Balances as of December 31, 2022

920,480

(16,758)

18,206

(40,840)

-

- -

(3,636)

(90,996)

786,456

12,742

799,198



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

Statements of Cash Flows

Fiscal Year ended December 31, 2022 (In thousands of reais)

Parent Company Consolidated

12/31/2022

12/31/2021

12/31/2022

12/31/2021

Operating Activities

Result for the year before income taxes

(72,405)

(57,922)

(71,889)

(51,325)

Adjustments for:

Depreciation and amortization

11,018

3,266

13,683

4,567

Gain/loss on disposal of fixed assets

1,199

3

1,235

3

Net income and interest

(418)

(390)

(891)

(313)

Allowance for doubtful accounts

4,664

-

8,082

(1,028)

Equity

21,708

(1,335)

-

-

Employee Benefits with Shares Options

14,251

3,955

14,251

3,955

Disposal of investment

1,863

-

3,467

-

Negative Goodwill

-

(1,353)

-

(1,353)

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

(31,065)

12,927

(31,065)

12,927

Appropriation of deferred revenue

(4,759)

-

(4,759)

-

Provision for tax, civil and labor risks

349

-

1,176

-

Impairment loss

711

-

711

-

Share-based payment

8,382

-

8,382

-

Exchange Variation and Others

183

205

1,924

1,545

Adjusted Result

(44,319)

(40,644)

(55,693)

(31,022)

Changes in Assets and Liabilities Trade accounts receivable

36,264

(35,562)

56,184

(35,642)

Recoverable taxes

(10,024)

(5,741)

(15,094)

(6,442)

Other values receivable and deferred revenue

45,000

-

45,000

-

Other assets

(3,516)

585

(98,922)

(497)

Suppliers

2,381

3,897

4,849

4,993

Labor and tax obligations

14,677

10,880

15,924

11,333

Cashback

(19,687)

28,390

(19,687)

28,390

Outstanding credits and establishments payable

-

-

45,894

-

IRPJ and CSLL paid

-

(4)

(3,311)

(2,412)

Other liabilities

3,210

3,761

(18,102)

(1,363)

Payment of interest on loans

(67)

(125)

(68)

(125)

Net cash generated (used) in operating activities

23,919

(34,563)

(43,026)

(32,787)

Investing activities

Additions to fixed assets

(402)

(4,199)

(518)

(4,347)

Receipt from sale of fixed assets

477

5

489

5

Acquisition of Businesses

-

(149,777)

10

(149,777)

Cash from business combination

-

-

52,123

11,341

Capital increase in subsidiary

(36,435)

(7,695)

-

-

Additions to intangible assets

-

(5,445)

(2,088)

(7,469)

Loans and contracts receivable

(32,500)

(18,000)

(32,500)

(18,000)

Advances for acquisition of equity instruments

-

(4,105)

-

-

Earn-out anticipation

(15,328)

-

(15,328)

-

Acquisition of financial instruments

(14,426)

-

(6,496)

-

Receipt for sale of equity interest

33

-

-

-

Acquisition of cryptocurrencies

-

-

4

(85)

Net cash used in investment activities

(98,581)

(189,216)

(4,304)

(168,332)

Statements of Cash Flows - Continued Fiscal Year ended December 31, 2022 (In thousands of reais)

Parent Company Consolidated

12/31/2022 12/31/2021 12/31/2022

12/31/2021

Financing activities

Loan and lease payments

(520)

(572)

(6,972)

(1,326)

Paid-up capital

-

427,500

-

427,500

Receivables from related parties

(405)

-

-

-

Cost of raising own resources

-

(23,432)

-

(23,432)

Treasury Stock

-

(10,989)

-

(10,989)

Loans to related parties

-

(4,235)

-

-

Mandatory dividends paid

(2)

(4,665)

(2)

(4,665)

Net cash generated (used) in financing activities

(927)

383,607

(6,974)

387,088

Effect of exchange variation on exchange adjustment

-

-

(4,673)

(2,427)

Net change in cash and cash equivalents

(75,589)

159,828

(58,977)

183,542

Cash and cash equivalents

At the beginning of the fiscal year

489,256

329,428

514,749

331,207

At the end of the fiscal year

413,667

489,256

455,772

514,749

Net change in cash and cash equivalents

(75,589)

159,828

(58,977)

183,542

Relevant transactions not affecting cash

Acquisition of equity instruments

197,433

-

197,433

-

Earn out and retained portion

-

25,591

-

25,591

Purchase option

-

40,840

-

40,840

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

Statements of Added Value

Fiscal Year ended December 31, 2022 (In thousands of reais)

Parent Company Consolidated

12/31/2022

12/31/2021

12/31/2022

12/31/2021

Revenues

Gross service revenues

302,898

249,666

412,217

291,288

Other revenues

5,236

1,368

3,549

2,067

Allowance for doubtful accounts

(4,664)

-

(8,082)

(1,037)

303,470

251,034

407,684

292,318

Inputs purchased from third parties Cashback costs

(195,043)

(151,553)

(199,132)

(151,870)

Third-party services

(42,974)

(67,623)

(61,463)

(76,432)

Infrastructure expenses

(28,851)

(17,599)

(44,969)

(20,822)

Others

13,143

(23,228)

(25,515)

(28,199)

(253,725)

(260,003)

(331,079)

(277,323)

Gross Added Value

49,745

(8,969)

76,605

14,995

Depreciation and amortization

(11,018)

(3,266)

(13,683)

(4,567)

Net Added Value produced

38,727

(12,235)

62,922

10,428

Added Value received in transfer

29,479

19,478

71,929

18,522

Equity Accounting

(21,708)

1,335

-

-

Financial income and exchange variation

51,187

18,143

71,929

18,522

Total added value to distribute

68,206

7,243

134,851

28,950

Distribution of the added value Personnel

105,811

45,529

154,397

56,594

Direct compensation

56,094

29,636

94,948

39,092

Benefits

45,203

13,683

52,206

14,904

FGTS

4,514

2,210

7,243

2,598

Taxes, fees and contributions

15,289

(2,282)

35,003

3,941

Federal Taxes

4,486

(7,433)

22,190

(1,572)

State

23

111

122

114

Municipal

10,780

5,040

12,691

5,399

Remuneration of third-party capital

3,699

1,804

3,599

2,749

Interest

3,060

1,508

1,822

1,840

Rentals

117

42

1,209

634

Others

522

254

568

275

Remuneration of equity capital

(56,593)

(37,808)

(58,148)

(34,334)

Fiscal year's loss

(56,593)

(37,808)

(56,593)

(37,808)

Non-controlling shareholders interest in retained

earnings

-

-

(1,555)

3,474

Distribution of the added value

68,206

7,243

134,851

28,950

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

statements.

Notes to the individual and consolidated financial statements December 31, 2022

(In thousands of Brazilian Reais, unless otherwise stated)

  1. Operational Context
    1. The Company

      Méliuz S.A. ("Company" or "Méliuz"), is a publicly traded corporation, listed on B3 S.A. (B3), under the acronym CASH3, headquartered at Rua Andaluzita, 131, Carmo, Belo Horizonte -MG, 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. It is also the Company's purpose to explore, on a secondary and eventual basis, activities of business intermediation and interest in other companies.

      On October 29, 2021, the resignation of Mr. Ofli Campos Guimarães as Chief Financial Officer was approved at a meeting of the Ofli Campos Guimarães as Chief Financial Officer, electing in the place of Mr. Luciano Cardoso Valle. The elected officer will complete the current term of office, therefore, until September 1, 2022. Mr. Ofli Campos Guimarães, in addition to his position as Chairman of the Board of Directors, will continue his strategic activities within the Company. On September 1, 2022, the reelection of Mr. Luciano Cardoso Valle as Investor Relations Officer and Chief Financial Officer was approved at a meeting of the Board of Directors.

    2. Business combination

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

        In July 2022, the Company incorporated the subsidiary Cash3 Corretora, and is the holder of the shares representing 100% of the total and voting capital share of said subsidiary, in accordance with the provisions contained in Accounting Pronouncement IFRS 10/CPC 36

        - Restated Statements, as described in Explanatory Note No. 03.

      2. Acessopar Investimentos e Participações S.A. ("Acessopar")

        In May 2022, the Company carried out a business combination transaction, through which it became the holder of the shares representing 100% of the total and voting capital share of Acessopar, thus resulting in the acquisition of control of Acessopar (investee) by the Company, according to the provisions contained in Accounting Pronouncement IFRS 10/CPC 36 - Restated Statements, as described in Explanatory Note No. 03.

        Notes to the individual and consolidated financial statements - Continued December 31, 2022

        (In thousands of Brazilian Reais, unless otherwise stated)

        1. Operational Context--Continued

        b) Business combination -- Continued

      3. Acesso Soluções de Pagamentos S.A. ("Bankly")

        In May 2022, the Company converted the convertible loans it had with Bankly, in the amount of BRL 53,187, into interest, and became the holder of the shares representing 35.33% of Bankly's total and voting capital share, thus obtaining control of the investee, according to the provisions contained in Accounting Pronouncement IFRS 10/CPC 36 - Restated Statements, as described in Explanatory Note No. 03.

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

        In March 2022, 27,500 junior subordinated shares ("Shares") were subscribed to the Méliuz Fundo de Investimento em Direitos Creditórios ("FIDC"), set up for an indefinite time, with the specific purpose of concentrating the operation to accelerate receivables in the credit system of Bankly and with a paid-in capital in September 2022 of BRL 9,400, as described in Explanatory Note No. 03.

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

        In July 2021, the Company and the members of Alter entered into an Agreement for the Purchase and Sale of Shares and Other Agreements providing for, among other things, the acquisition by Méliuz of shares representing 100% of Alter's capital share. On October, 2021, the Special General Meeting ratified the acquisition, by the Company, of the Alter control in compliance with the provisions of the Accounting Pronouncement IFRS 10/CPC 36 - Consolidated Statements.

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

        In May 2021, the Company entered into a business combination transaction, whereby the company became the holder of shares representing 100% of the total voting capital of Promobit, which resulted in the Company obtaining control of the investee, as per provisions set out in Accounting Pronouncement IFRS 10/CPC 36 - Consolidated Statements.

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

        In May 2021, the Company entered into a business combination transaction, whereby it became the owner of the shares representing 100% of Melhor Plano's total and voting capital, which resulted in the Company obtaining control of the investee, in accordance with the provisions contained in Accounting Pronouncement IFRS 10/CPC 36 - Consolidated Statements.

        Notes to the individual and consolidated financial statements - Continued December 31, 2022

        (In thousands of Brazilian Reais, unless otherwise stated)

        1. Operational Context--Continued
          1. Business combination -- Continued

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

In February 2021, the Company carried out a business combination and became the owner of 51.1% of the shares representing the capital of Picodi, a company headquartered in Poland, becoming the parent company of this investee, in accordance with the provisions contained in Accounting Pronouncement IFRS 10/CPC 36 - Consolidated Statements.

  1. War in Ukraine

    Considering Picodi's net revenue for the fiscal year ended in December 2022, of BRL 25,009, we observed a reduction of BRL 2,842 compared to the same period of the previous year.

    This reduction is explained by the exchange rate variation between the fiscal years and by the war between Russia and Ukraine, which continues to negatively impact Picodi's income in 2022.

    Together, Russia, Ukraine and Belarus, countries whose operations are being most impacted by the war, have on December 31, 2022 a representativeness of approximately 8% of Picodi's total revenue. We are continuously monitoring the effects of the war on Picodi's results and, so far, we consider that there is no impact on the Company's financial health and cash. The remainder of the operation not impacted by the war, in the fiscal year ended on December 31, 2022, showed a decrease of approximately 3% compared to the result of the previous fiscal year, and the exchange rate variation amplified this decrease to approximately 6%. This decline is driven mainly by the slowdown in e-commerce markets against inflationary effects. This drop is partially offset by the traction gain in the cashback markets.

  2. Disposal of Bankly control

On December 30, 2022, the Company signed a Memorandum of Understanding with Banco Votorantim S.A. ("Bank BV"), whereby the parties agreed that they will negotiate the sale of the Bankly control to Bank BV during a period of up to 90 days from the memorandum execution. The conclusion of the negotiation is subject to the definition of certain terms of the potential sale, the obtaining of applicable corporate approvals as well as approvals from the relevant regulatory agencies. Considering the stage the negotiations were at, the Company concluded that as of December 31, 2022, the prerequisites of CPC 31 / IFRS 5 - Non-Current Assets Held for Sale and Discontinued Operations, for reclassification of Bankly's balances to non-current assets held for sale, were not met.

Notes to the individual and consolidated financial statements - Continued December 31, 2022

(In thousands of Brazilian Reais, unless otherwise stated)

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

      The Company's individual and consolidated financial statements for the year ended Saturday, December 31, 2022 have been prepared and are being 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 operations going concern assumption. All relevant information in the individual and consolidated financial statements, and only such information, is being evidenced and corresponds to that used by management in its management of the Company's activities, in accordance with 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. Additionally, management is not aware of any material uncertainties that could raise significant doubts about its ability to continue operating. Accordingly, these individual and consolidated financial statements have been prepared on a going concern basis.

      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 issue of the financial statements was authorized by the Board of Directors on March 10, 2023.

      Notes to the individual and consolidated financial statements - Continued December 31, 2022

      (In thousands of Brazilian Reais, unless otherwise stated)

      2. Accounting Policies--Continued
    2. Significant Accounting Practices
      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 contract 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 into 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, in accordance with 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.

Notes to the individual and consolidated financial statements - Continued December 31, 2022

(In thousands of Brazilian Reais, unless otherwise stated)

2. Accounting Policies--Continued 2.2. Significant accounting policies (Continued)

b) 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 regarding the maintenance to receive contractual cash flows on specific dates or to carry out the sale of 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 subjects to interest, are subsequently measured at amortized cost, using the effective interest rate.

Credit invoices - other assets

At Bankly these are financial assets with fixed or calculable payments that are not quoted in an active market. Such assets are initially recognized at fair value plus any attributable transaction costs. After initial recognition, they are measured at amortized cost using the effective interest method, less any impairment losses.

Notes to the individual and consolidated financial statements - Continued December 31, 2022

(In thousands of Brazilian Reais, unless otherwise stated)

  1. Accounting Policies--Continued
    1. Significant accounting policies (Continued)
      1. Financial Instruments (Continued)

        Outstanding credits and establishments payable

        These are financial liabilities associated with the custody of third-party amounts due to the prepaid nature of the payment accounts managed by Bankly, recognized when the subsidiary receives the amounts contributed by third parties. After the initial recognition it is measured by the amortized cost.

      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 Note 12 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.

        Notes to the individual and consolidated financial statements - Continued December 31, 2022

        (In thousands of Brazilian Reais, unless otherwise stated)

        2. Accounting Policies--Continued 2.2. Significant 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 when 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 to recoverable value

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 may 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.

Notes to the individual and consolidated financial statements - Continued December 31, 2022

(In thousands of Brazilian Reais, unless otherwise stated)

  1. Accounting Policies--Continued
    1. Significant accounting policies (Continued)
      1. Impairment -- Continued

        The management verified the indicators to identify the need to apply the impairment test and the accounting recognition of the impairment of a fixed 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. No indications of impairment of its fixed assets and intangible assets were identified.

      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 jurisprudence, 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.

        Notes to the individual and consolidated financial statements - Continued December 31, 2022

        (In thousands of Brazilian Reais, unless otherwise stated)

        2. Accounting Policies--Continued 2.2. Significant accounting policies -- Continued
      4. Cashback provision

        It is recognized in accordance with the measurement method that the Company developed 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.

Notes to the individual and consolidated financial statements - Continued December 31, 2022

(In thousands of Brazilian Reais, unless otherwise stated)

  1. Accounting Policies--Continued
    1. Significant accounting policies (Continued)
      1. Income Tax and Social Contribution (Continued)

        Current - Continued

        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 realised. 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.

        Notes to the individual and consolidated financial statements - Continued December 31, 2022

        (In thousands of Brazilian Reais, unless otherwise stated)

        2. Accounting Policies--Continued 2.2. Significant 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 that 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.

Notes to the individual and consolidated financial statements - Continued December 31, 2022

(In thousands of Brazilian Reais, unless otherwise stated)

2. Accounting Policies--Continued 2.2. Significant accounting policies (Continued)

k) Service Revenue Recognition (Continued)

Bankly

The corporate purpose of Bankly is the activities of issuance, processing and management of prepaid cards, through the product "Meu Acesso", digital account platform for individuals and legal entities by the "Acesso Bank" and "banking as a service" platform through "Bankly" for corporate partners who wish to offer financial services to their customers, the Bankly's revenues may be split into 4 major groups: (i) Membership Revenue; (ii) Revenue from Prepaid Payment and Digital Platform Account Services; (iii) Interchange Revenue; (iv) Revenue from Processing Services; and (v) Financial Revenues, as follows:

Membership Revenue

Membership Revenue relates to fees charged to Bankly's customers upon joining the prepaid payment account management system.

Revenue from Prepaid Payment and Digital Platform Account Services

Revenue from Prepaid Payment and Digital Platform Account Services comprises the fees charged as a result of providing services to the customer who has already adhered to the prepaid payment account management system or any of the services available on the digital platform. These include monthly fees, reload fees, withdrawal fees, TED fees, etc. They are recognized in the result as from the billing of the respective services.

Exchange revenue

Interchange revenue reflects the revenue earned by Bankly equivalent to a percentage of the amount of certain transactions carried out through the payment accounts managed by Bankly. Such revenue is appropriated when the transaction is performed by the payment account user.

Notes to the individual and consolidated financial statements - Continued December 31, 2022

(In thousands of Brazilian Reais, unless otherwise stated)

  1. Accounting Policies--Continued
    1. Significant accounting policies (Continued)
      1. Service Revenue Recognition (Continued)

        Processing revenue

        Processing Services Revenue comprises the revenue from services provided by the subsidiary UPSIGHT and are monthly recognized in the month following the month in which the services are provided.

        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.

        Due to the specificity of agreements with affiliate networks, there is a difference between the period of revenue generation (service provision) 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. Shareholders' Equity

        The share capital 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.

        Notes to the individual and consolidated financial statements - Continued December 31, 2022

        (In thousands of Brazilian Reais, unless otherwise stated)

        2. Accounting Policies--Continued 2.2. Significant accounting policies (Continued)
      4. Profit (loss) per share

        Basic earnings (loss) per share is calculated by dividing the earnings (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 earnings (loss) per share is calculated by dividing the net earnings (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.

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

      5. Statement of Added Value ("DVA")

        The value-added statement (VAS) 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.

      6. Operating segment

The company owns four reportable operating segments, namely: (i) B2B (Business to Business); (ii) B2C (Business to Customers) National; (iii) B2C (Business to Customers) International; and (iv) Other segments. In order for the users to obtain a strategic vision of the business activities, the information is shown in Explanatory Note no. 26 of the financial statements.

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