Skip to main content

6-K

CI&T Inc (CINT)

6-K 2023-11-17 For: 2023-11-14
View Original
Added on April 10, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

Report Of Foreign Private Issuer

Pursuant To Rule 13a-16 Or 15d-16 Of

The Securities Exchange Act Of 1934

For the month of November 2023

Commission File Number: 001-41035

CI&T Inc

(Exact Name of Registrant as Specified in its Charter)

N/A

(Translation of registrant’s name into English)

Estrada Guiseppina Vianelli De Napoli, 1455 – C, Globaltech 13.100-000 - Brazil

Campinas-State of São Paulo

13086-902 - Brazil

+55 19 21024500

(Address of principal executive office))

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F ____X____                                                                    Form 40-F ________

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):

Yes ________                                                                                   No ____X____

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):

Yes ________                                                                                   No ____X____


CI&T Inc

TABLE OF CONTENTS

ITEM

  1. 3Q23 Earnings Release
  2. Unaudited condensed consolidated interim financial information for the nine-month period ended September 30, 2023.
1

Table of Contents

CI&T Reports 3Q23 Results

New York - November 17, 2023 /Business Wire/ - CI&T (NYSE: CINT, “Company”), a global digital specialist and fast-growing technology company, today announces its results for the third quarter of 2023 (3Q23) and the nine months ended on September 30, 2023 (9M23) in accordance with International Financial Reporting Standards (IFRS). For comparison purposes, we refer to the results for the third quarter of 2022 (3Q22) and nine months ended on September 30, 2022 (9M22).

Third Quarter of 2023 (3Q23) Operating and Financial Highlights

●         Net Revenue was R$529.1 million compared to R$559.0 million in 3Q22.

●         Net Profit was R$36.2 million compared to R$40.6 million in 3Q22.

●         Adjusted EBITDA was R$97.7 million compared to R$105.2 million in 3Q22. The Adjusted EBITDA margin was 18.5%.

●         Adjusted Net Profit was R$45.5 million versus R$67.4 million in 3Q22.

●         The number of clients with annual revenue above R$1 million in the last twelve months rose to 187 from 147 in 3Q22.

●         CI&T Board of Directors approved a new share repurchase program.

Nine months ended September  30, 2023 (9M23) Operating and Financial Highlights

●         Net Revenue was R$1,710.9 million, an increase of 8.6% compared to 9M22 or a 9.9% growth at constant currency.

●         Net Profit increased by 42.3% to R$136.4 million from R$95.8 million in 9M22.

●         Adjusted EBITDA rose to R$328.5 million from R$290.1 million in 9M22, 13.2% higher. The Adjusted EBITDA margin was 19.2%.

●         Adjusted Net Profit increased 10.5% to R$175.9 million from R$159.2 million in 9M22. The Adjusted Net Profit margin was 10.3%.

●         Cash generated from operating activities rose to R$254.5 million in 9M23 from R$28.6 million in 9M22.

●         CI&T ended 3Q23 with 6,114 CI&Ters.

Cesar Gon, founder and CEO of CI&T, commented, "In 2023, we navigated with a cautious approach, achieving sustainable profitability and robust cash generation. Looking ahead, we are at the forefront of an exciting new technological revolution driven by AI. This new chapter in digital disruption signifies an imminent redesign of competitive dynamics across all sectors and aspects of modern life. In paving the way for this future, we have effectively partnered with our clients, prepared our teams, and enhanced our AI capabilities to realize the vision of 'CI&T Powered by AI'. Building on this momentum, we aim to resume more aggressive growth in 2024 and beyond".

Comments on the 3Q23 financial performance

The net revenue was R$529.1 million in 3Q23, a decline of 5.4% compared to 3Q22, or a reduction of 1.7% at constant currency. In the third quarter of 2023, 44% of the revenue came from Latam, 42% from North America, 10% from Europe and 4% from Asia Pacific.

The cost of services provided in 3Q23 was R$356.8 million, 1.9% lower than in 3Q22, and the gross profit was R$172.3 million. The Adjusted Gross Profit in 3Q23 was R$184.4 million, with an Adjusted Gross Profit margin of 34.8%.

In 3Q23, selling, general and administrative (SG&A), and other operating expenses were R$101.8 million, 22.3% lower than in 3Q22. ​​This reduction can be primarily attributed to the non-recurring M&A expenses incurred in 2022 and our efforts to optimize operational expenses in 2023.

Depreciation and amortization expenses totaled R$22.9 million in 3Q23, a decrease of 2.9% compared to 3Q22, explained by the reduction of real estate property leases. Amortization of intangible assets from acquired companies was R$10.7 million in 3Q23, a 4.6% increase compared to 3Q22.

In 3Q23, the Adjusted EBITDA was R$97.8 million, a reduction of 7.1% compared to 3Q22, mainly due to the decline in the gross profit margin, partially offset by the improvement in SG&A expenses. Adjusted EBITDA margin was 18.5% in the quarter.

In 3Q23, net financial expenses were R$20.3 million, R$12.8 million higher than in 3Q22, mainly driven by lower foreign exchange (FX) gains in the comparable period and a derivative gain from an interest rate swap that benefited our results in 3Q22.

In 3Q23, income tax expense was R$13.2 million, 20.4% lower than in 3Q22, mainly due to the amortization of goodwill for tax purposes from the Ntersol acquisition. The income tax paid (cash effect) was R$6.8 million, equivalent to a cash tax rate of 13.8%.

2

Table of Contents

The net profit was R$36.2 million in 3Q23, 11% lower than 3Q22. Adjusted Net Profit was R$45.5 million, a decrease of 32.4% compared to 3Q22, mainly due to higher net financial expenses, as aforementioned. Consequently, the Adjusted Net Profit margin was 8.6%.

Business Outlook

We expect our net revenue in the fourth quarter of 2023 to be in the range of R$519 million to R$ 540 million on a reported basis (average FX rate of 4.95 BRL/USD in 4Q23).

For the full year of 2023, we expect our net revenue growth to be in the range of 4.0% to 5.0% year-over-year, assuming a constant currency outlook (average FX rate of 5.17 BRL/USD in 2022). In addition, we estimate our Adjusted EBITDA margin to be at least 19% for the full year of 2023.

These expectations are forward-looking statements, and actual results may differ materially. See "Cautionary Statement on Forward-Looking Statements" below.

Share Repurchase Program

On November 16, 2023, the Board of Directors approved a new share repurchase program, pursuant to which CI&T may repurchase up to 2.5 million of its outstanding class A common shares up to the end of 2024.

Conference Call Information Cesar Gon, Bruno Guicardi, Stanley Rodrigues, and Eduardo Galvão will host a video conference call to discuss the 3Q23 financial and operating results on November 17, at 8:00 a.m. Eastern Time / 10:00 a.m. BRT. The earnings call can be accessed at the Company’s Investor Relations website at https://investors.ciandt.com or at the following link: https://www.youtube.com/watch?v=yEW4TBCbR1Q

About CI&T

CI&T (NYSE:CINT) is a global hyper digital specialist, a partner in AI-powered digital transformation and efficiency for 100+ large enterprises and fast growth clients. As digital natives, CI&T brings a 28-year track record of accelerating business impact through complete and scalable digital solutions. With a global presence in nine countries with a nearshore delivery model, CI&T provides strategy, data science, design, and engineering, unlocking top-line growth, improving customer experience and driving operational efficiency. Recognized by Forrester as a Leader in Modern Application Development Services, CI&T is the Employer of Choice for more than 6,100 professionals.

Basis of accounting and functional currency CI&T maintains its books and records in Brazilian reais, the presentation currency for its unaudited condensed consolidated interim financial statements, and the functional currency of our operations in Brazil. CI&T prepares its unaudited condensed consolidated interim financial statements in accordance with IFRS, as issued by the IASB, and International Financial Reporting Standard No 34—Interim Financial Reporting (“IAS 34”).

Non-IFRS Financial Measures

We regularly monitor certain financial and operating metrics to evaluate our business, measure our performance, identify trends affecting our business, formulate financial projections and make strategic decisions. These non-IFRS financial measures include Adjusted Gross Profit, Adjusted Gross Profit Margin, Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Profit, Adjusted Net Profit Margin, Net Revenue at Constant Currency, and Net Revenue Growth at Constant Currency, and should be considered in addition to results prepared in accordance with IFRS, but not as substitutes for IFRS results. In addition, our calculation of these non-IFRS financial measures may differ from those used by other companies, and therefore, comparability may be limited. These non-IFRS financial measures are provided as additional information to enhance investors’ overall understanding of our operations’ historical and current financial performance.

CI&T is not providing a quantitative reconciliation of forward-looking Non-IFRS Net Revenue Growth at Constant Currency and Adjusted EBITDA to the most directly comparable IFRS measure because it is unable to reasonably predict the ultimate outcome of certain significant items without unreasonable efforts. These items include but are not limited to, stock-based compensation expenses, acquisition-related expenses, the tax effect of non-IFRS adjustments, foreign currency exchange gains/losses, and other items. These items are uncertain, depend on various factors, and could have a material impact on IFRS-reported results for the guidance period.

We calculate Net Revenue at Constant Currency and Net Revenue Growth at Constant Currency by translating Net Revenue from entities reporting in foreign currencies into Brazilian reais using the comparable foreign currency exchange average rates from the prior period to show changes in our revenue without giving effect to period-to-period currency fluctuations.

3

Table of Contents

In calculating Adjusted Gross Profit, we exclude cost components unrelated to the direct management of our services. For the periods herein, the adjustments applied were: (i) depreciation and amortization related to costs of services provided; and (ii) stock-based compensation expenses.

In calculating Adjusted EBITDA, we exclude components unrelated to the direct management of our services. For the periods herein, the adjustments were: (i) stock-based compensation expenses; (ii) government grants related to tax reimbursement in the Chinese subsidiary; and (iii) acquisition-related expenses, including present value and fair value adjustment on accounts payable for business acquired , consulting expenses, and retention packages.

In calculating Adjusted Net Profit, we exclude components unrelated to the direct management of our services. For the periods herein, the adjustments applied were acquisition-related expenses, including amortization of intangible assets from acquired companies, present value and fair value adjustment on accounts payable for business acquired , consulting expenses, and retention packages.

Cautionary Statement on Forward-Looking Statements

This press release includes "forward-looking statements" within the meaning of the "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, which include but are not limited to: the statements under "Business outlook," including expectations relating to revenues and other financial or business metrics; statements regarding relationships with clients; and any other statements of expectation or belief. The words “believe,” “will,” “may,” “may have,” “would,” “estimate,” “continues,” “anticipates,” “intends,” “plans,” “expects,” “budget,” "scheduled,” “forecasts” and similar words are intended to identify estimates and forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements represent our management's beliefs and assumptions only as of the date of this press release. You should read this press release with the understanding that our actual future results may be materially different from what we expect. These statements are subject to known and unknown risks, uncertainties, and other factors that may cause our actual results, levels of activity, performance, or achievements to differ materially from results expressed or implied in this press release. Such risk factors include, but are not limited to, those related to: the current and future impact of the COVID-19 pandemic, the ongoing war in Ukraine and economic sanctions imposed by Western economies over Russia on our business and industry; the effects of competition on our business; uncertainty regarding the demand for and market utilization of our services; the ability to maintain or acquire new client relationships; general business and economic conditions; our ability to successfully integrate the recent-acquired companies; and our ability to successfully execute our growth strategy and strategic plans. Additional information concerning these and other risks and uncertainties are contained in the "Risk Factors" section of CI&T's annual report on Form 20-F. Additional information will be made available in our annual reports on Form 20-F, and other filings and reports that CI&T may file from time to time with the SEC. Except as required by law, CI&T assumes no obligation and does not intend to update these forward-looking statements or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.

Contacts:

Investor Relations Contact:

Eduardo Galvão

investors@ciandt.com

Media Relations Contact:

Zella Panossian

ciandt@illumepr

4

Table of Contents

Unaudited condensed consolidated statement of profit or loss

(In thousands of Brazilian Reais)

Quarter ended September 30, Nine months ended September 30,
2023 2022 2023 2022
Net Revenue 529,083 559,018 1,710,907 1,575,905
Costs of services provided (356,779) (363,617) (1,138,836) (1,034,111)
Gross Profit 172,304 195,401 572,071 541,794
Selling expenses (40,405) (43,337) (132,243) (118,428)
General and administrative expenses (64,807) (84,804) (207,968) (228,115)
Impairment loss on trade receivables and contract assets (836) 325 (2,573) (385)
Other income (expenses) net 3,363 (3,008) 2,025 (7,492)
Operating expenses net (102,685) (130,824) (340,759) (354,420)
Operating profit before financial income and tax 69,619 64,577 231,312 187,374
Finance income 13,506 32,750 62,387 155,638
Finance cost (33,799) (40,182) (121,130) (197,315)
Net finance costs (20,293) (7,432) (58,743) (41,677)
Profit before Income tax 49,326 57,145 172,569 145,697
Current (14,285) (22,273) (32,953) (44,796)
Deferred 1,120 5,736 (3,233) (5,071)
Total Income tax expense (13,165) (16,537) (36,186) (49,867)
Net profit for the period 36,161 40,608 136,383 95,830
Earnings per share
Earnings per share – basic (in R$) 0.27 0.30 1.02 0.72
Earnings per share – diluted (in R$) 0.26 0.30 0.99 0.72
Weighted average number of basic shares 132,943,114 133,332,778 133,515,441 133,006,973
Weighted average number of diluted shares 137,184,056 133,332,778 137,756,383 133,006,973
5
---

Table of Contents

Unaudited condensed consolidated statement of financial position

(In thousands of Brazilian Reais)

Assets September 30, 2023 December 31, 2022 Liabilities and equity September 30, 2023 December 31, 2022
Cash and cash equivalents 194,295 185,727 Suppliers and other payables 16,958 33,376
Financial Investments 39,192 96,299 Loans and borrowings 224,579 231,296
Trade receivables 422,218 501,671 Lease liabilities 18,921 21,539
Contract assets 239,796 217,250 Salaries and welfare charges 216,606 260,156
Recoverable taxes 19,739 7,619 Accounts payable for business acquired 41,301 71,650
Tax assets 6,319 2,959 Non-derivatives - hedge accounting 34,721 35,169
Non-derivatives - hedge accounting 26,525 19,637 Derivatives - 4,109
Derivatives 11,017 11,194 Tax liabilities 6,796 3,890
Other assets 38,259 38,269 Other taxes payable 14,880 14,382
Total current assets 997,360 1,080,625 Contract liability 12,954 32,136
Other liabilities 34,551 47,501
Recoverable taxes 3,703 3,624 Total current liabilities 622,267 755,204
Deferred tax assets 29,633 35,138
Judicial deposits 9,995 9,819 Loans and borrowings 620,589 742,935
Restricted cash - Escrow account and indemnity asset 31,013 31,552 Lease liabilities 29,834 41,269
Other assets 2,202 3,654 Provisions 12,061 12,347
Property, plant and equipment 41,674 55,266 Accounts payable for business acquired 124,168 133,299
Intangible assets and goodwill 1,690,801 1,750,898 Other liabilities 8,595 3,530
Right-of-use assets 43,236 56,187 Total non-current liabilities 795,247 933,380
Total non-current assets 1,852,257 1,946,138
Equity
Share capital 37 37
Share premium 946,173 946,173
Treasury share reserve (37,827) -
Capital reserves 225,436 203,218
Profit reserves 388,256 251,873
Other comprehensive income (89,972) (63,122)
Total equity 1,432,103 1,338,179
Total assets 2,849,617 3,026,763 Total equity and liabilities 2,849,617 3,026,763
6
---

Table of Contents

Unaudited condensed consolidated statement of cash flows

(In thousands of Brazilian Reais)

September 30, 2023 September 30, 2022
Cash flows from operating activities
Net profit for the period 136,383 95,830
Adjustments for:
Depreciation and amortization 70,980 67,154
Loss on the sale of property, plant and equipment, intangible assets and leases 875 2,137
Interest, monetary variation and exchange rate changes 65,796 30,437
Unrealized gain on financial instruments (13,257) (5,709)
Income tax expenses 36,186 49,867
Impairment losses on trade receivables and contract assets 2,573 385
(Reversal of) provision for labor risks (286) 386
Stock-based plan 21,740 1,894
Present/fair value/price adjustment - accounts payable for business combination 2,783 7,240
Others (559) (1,824)
Variation in operating assets and liabilities
Trade receivables 61,268 (107,311)
Contract assets (26,934) (85,091)
Recoverable taxes (23,279) (2,297)
Tax assets 935 930
Suppliers and other payables (16,185) (34,281)
Salaries and welfare charges (42,070) 7,448
Tax liabilities - 1,568
Other taxes payable 1,274 4,509
Contract liabilities (18,484) (4,893)
Other receivables and payables, net (5,235) 217
Cash generated from operating activities 254,505 28,596
Income tax paid (25,516) (33,467)
Interest paid on loans and borrowings (52,356) (51,152)
Interest paid on lease (3,070) (4,796)
Income tax refund 4,198 -
Net cash from (used in) operating activities 177,761 (60,819)
Cash flows from investment activities:
Acquisition of property, plant and equipment and intangible assets (14,738) (20,163)
Acquisition of subsidiary net of cash acquired (Somo, Box and Transpire) - (321,799)
Escrow deposit (acquisition of Somo) - (23,061)
Cash outflow on hedge accounting settlement - 20,981
Redemption of financial investments 54,214 582,367
Net cash from (used in) investment activities 39,476 238,325
Cash flows from financing activities:
Exercised stock options 578 10,447
Payment of lease liabilities (18,465) (19,828)
Proceeds from loans and borrowings 47,950 186,239
Settlement of derivatives 9,325 390
Payment of loans and borrowings (163,457) (279,940)
Payment of investment obligations (47,461) (62,338)
Repurchase of treasury shares (37,827) -
Net cash used in financing activities (209,357) (165,030)
Net increase in cash and cash equivalents 7,880 12,476
Cash and cash equivalents as of January 1st 185,727 135,727
Exchange variation effect on cash and cash equivalents 688 3,647
Cash and cash equivalents as of September 30 194,295 151,850
7
---

Table of Contents

Reconciliation of Non-IFRS financial measures to comparable IFRS financial measures

Reconciliation of revenue growth as reported on an IFRS basis to revenue growth on a constant currency basis:

Net Revenue<br><br><br>(in BRL thousand) 3Q23 3Q22 Var.<br><br><br>3Q23 x 3Q22 9M23 9M22 Var.<br><br><br>9M23 x 9M22
Net Revenue 529,083 559,018 -5.4% 1,710,907 1,575,905 8.6%
Net Revenue at Constant Currency 548,946 558,525 -1.7% 1,739,972 1,583,792 9.9%
Net Revenue by industry<br><br><br>(in BRL thousand) 3Q23 3Q22 Var.<br><br><br>3Q23 x 3Q22 9M23 9M22 Var.<br><br><br>9M23 x 9M22
--- --- --- --- --- --- ---
Financial Services 158,592 161,185 -1.6% 492,406 479,172 2.8%
Consumer goods 105,562 127,097 -16.9% 343,712 351,116 -2.1%
Technology and telecommunications 84,147 78,146 7.7% 313,334 216,097 45.0%
Retail and industrial goods 64,438 79,226 -18.7% 208,351 227,615 -8.5%
Life sciences 57,372 72,063 -20.4% 185,040 202,791 -8.8%
Others 58,972 41,301 42.8% 168,064 99,114 69.6%
Total 529,083 559,018 -5.4% 1,710,907 1,575,905 8.6%
Net Revenue by geography<br><br><br>(in BRL thousand) 3Q23 3Q22 Var.<br><br><br>3Q23 x 3Q22 9M23 9M22 Var.<br><br><br>9M23 x 9M22
--- --- --- --- --- --- ---
North America 222,860 232,697 -4.2% 762,204 655,941 16.2%
Europe 54,045 57,061 -5.3% 167,645 142,810 17.4%
LATAM (Latin America) 229,804 247,200 -7.0% 698,478 724,480 -3.6%
APJ (Asia, Pacific and Japan) 22,374 22,060 1.4% 82,580 52,674 56.8%
Total 529,083 559,018 -5.4% 1,710,907 1,575,905 8.6%
8
---

Table of Contents

Reconciliation of various income statement amounts from IFRS to non-IFRS measures for the three months ended September 30, 2023 and 2022 and nine months ended September 30, 2023 and 2022:
Gross Profit<br><br><br>(in BRL thousand) 3Q23 3Q22 Var.<br><br><br>3Q23 x 3Q22 9M23 9M22 Var.<br><br><br>9M23 x 9M22
--- --- --- --- --- --- ---
Net Revenue 529,083 559,018 -5.4% 1,710,907 1,575,905 8.6%
Cost of Services (356,779) (363,617) -1.9% (1,138,836) (1,034,111) 10.1%
Gross Profit 172,304 195,401 -11.8% 572,071 541,794 5.6%
Adjustments
Depreciation and amortization (cost of services provided) 9,116 10,688 -14.7% 27,248 30,302 -10.1%
Stock-based compensation 2,949 369 n.m 10,361 1,190 770.7%
Adjusted Gross Profit 184,369 206,458 -10.7% 609,680 573,286 6.3%
Adjusted Gross Profit Margin 34.8% 36.9% -2.1p.p 35.6% 36.4% -0.7p.p
Adjusted EBITDA<br><br><br>(in BRL thousand) 3Q23 3Q22 Var.<br><br><br>3Q23 x 3Q22 9M23 9M22 Var.<br><br><br>9M23 x 9M22
--- --- --- --- --- --- ---
Net profit for the period 36,161 40,608 -11.0% 136,383 95,830 42.3%
Adjustments
Net financial cost 20,293 7,432 173.0% 58,743 41,677 40.9%
Income tax expense 13,165 16,537 -20.4% 36,186 49,867 -27.4%
Depreciation and amortization 22,871 23,558 -2.9% 70,980 67,154 5.7%
Stock-based compensation 6,627 761 771.3% 21,740 1,894 1047.6%
Government grants (29) (204) -85.6% (306) (378) -18.9%
Acquisition-related expenses ^(1)^ (1,341) 16,497 -108.1% 4,748 34,051 -86.1%
Adjusted EBITDA 97,747 105,188 -7.1% 328,474 290,095 13.2%
Adjusted EBITDA Margin 18.5% 18.8% -0.3p.p 19.2% 18.4% 0.8p.p
^(1)^ Includes present value and fair value adjustment on accounts payable for business acquired, consulting expenses, and retention packages.
--- ---
Net Profit<br><br><br>(in BRL thousand) 3Q23 3Q22 Var.<br><br><br>3Q23 x 3Q22 9M23 9M22 Var.<br><br><br>9M23 x 9M22
--- --- --- --- --- --- ---
Net profit for the period 36,161 40,608 -11.0% 136,383 95,830 42.3%
Adjustments
Acquisition-related expenses ^(1)^ 9,376 26,743 -64.9% 39,486 63,321 -37.6%
Adjusted Net Profit ^(2)^ 45,537 67,351 -32.4% 175,869 159,151 10.5%
Adjusted Net Profit Margin ^(2)^ 8.6% 12.0% -3.4p.p 10.3% 10.1% 0.2p.p
^(1)^ Includes amortization of intangible assets from acquired companies, present value and fair value adjustment on accounts payable for business acquired, consulting expenses and retention packages.
--- ---
^(2)^ Adjustments' amounts are gross of tax. Tax effects on non-IFRS adjustments totaled R$856 thousand in 3Q23, (R$1,877) thousand in 3Q22, R$23 thousand in 9M23 and (R$2,605) thousand in 9M22.
9
---

Table of Contents

CI&T

Inc.

Unaudited condensed consolidated

interim financial statements

September 30, 2023

10

Table of Contents

Content
Unaudited condensed consolidated statement of financial position 12
Unaudited condensed consolidated statement of profit or loss 13
Unaudited condensed consolidated statement of other comprehensive income 14
Unaudited condensed consolidated statement of changes in equity 15
Unaudited condensed consolidated statement of cash flows 16
Notes to the unaudited condensed consolidated interim financial statements 17
11
---

Table of Contents


CI&T Inc.

Unaudited condensed consolidated statement of financial position as of September 30, 2023 and December 31, 2022

(In thousands of Brazilian Reais - R$)

Assets Note September 30,<br><br><br>2023 December 31, 2022 Liabilities and equity Note September 30,<br><br><br>2023 December 31, 2022
Cash and cash equivalents 7.1 194,295 185,727 Suppliers and other payables 16,958 33,376
Financial investments 7.2 39,192 96,299 Loans and borrowings 12 224,579 231,296
Trade receivables 8 422,218 501,671 Lease liabilities 11.b 18,921 21,539
Contract assets 19 239,796 217,250 Salaries and welfare charges 13 216,606 260,156
Recoverable taxes 19,739 7,619 Accounts payable for business acquired 14 41,301 71,650
Income tax assets 6,319 2,959 Non-derivatives - hedge accounting 23.2 34,721 35,169
Non-derivatives - hedge accounting 23.2 26,525 19,637 Derivatives 23.3 - 4,109
Derivatives 23.3 11,017 11,194 Income tax liabilities 6,796 3,890
Other assets 38,259 38,269 Other taxes payable 14,880 14,382
Contract liability 12,954 32,136
Total current assets 997,360 1,080,625 Other liabilities 34,551 47,501
Recoverable taxes 3,703 3,624 Total current liabilities 622,267 755,204
Deferred tax assets 29,633 35,138
Judicial deposits 15 9,995 9,819 Loans and borrowings 12 620,589 742,935
Restricted cash - Escrow account and indemnity asset 31,013 31,552 Lease liabilities 11.b 29,834 41,269
Other assets 2,202 3,654 Provisions 15 12,061 12,347
Property, plant and equipment 9 41,674 55,266 Accounts payable for business acquired 14 124,168 133,299
Intangible assets and goodwill 10 1,690,801 1,750,898 Other liabilities 8,595 3,530
Right-of-use assets 11.a 43,236 56,187
Total non-current liabilities 795,247 933,380
Total non-current assets 1,852,257 1,946,138
Equity
Share capital 18.a 37 37
Share premium 18.b 946,173 946,173
Treasury share reserve 18.c (37,827) -
Capital reserves 225,436 203,218
Profit reserves 388,256 251,873
Other comprehensive income (89,972) (63,122)
Total equity 1,432,103 1,338,179
Total assets 2,849,617 3,026,763 Total equity and liabilities 2,849,617 3,026,763

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

12

Table of Contents

CI&T Inc.

Unaudited condensed consolidated statement of profit or loss

For the three-month and nine-month periods ended on September 30, 2023 and 2022

(In thousands of Brazilian Reais – R$)

Nine month ended September 30, 2023 Three month ended September 30, 2023 Nine month ended September 30, 2022 Three month ended September 30, 2022
Net revenue 1,710,907 529,083 1,575,905 559,018
Costs of services provided (1,138,836) (356,779) (1,034,111) (363,617)
Gross profit 572,071 172,304 541,794 195,401
Selling expenses (132,243) (40,405) (118,428) (43,337)
General and administrative expenses (207,968) (64,807) (228,115) (84,804)
Impairment loss on trade receivables and contract assets (2,573) (836) (385) 325
Other income (expenses) net 2,025 3,363 (7,492) (3,008)
Operating expenses net (340,759) (102,685) (354,420) (130,824)
Operating profit before financial income and tax 231,312 69,619 187,374 64,577
Finance income 62,387 13,506 155,638 32,750
Finance cost (121,130) (33,799) (197,315) (40,182)
Net finance costs (58,743) (20,293) (41,677) (7,432)
Profit before income tax 172,569 49,326 145,697 57,145
Current (32,953) (14,285) (44,796) (22,273)
Deferred (3,233) 1,120 (5,071) 5,736
Total income tax expense (36,186) (13,165) (49,867) (16,537)
Net profit for the period 136,383 36,161 95,830 40,608
Earnings per share
Earnings per share – basic (in R) 1.02 0.27 0.72 0.30
Earnings per share – diluted (in R) 0.99 0.26 0.72 0.30

All values are in US Dollars.

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

13

Table of Contents

CI&T Inc.

Unaudited condensed consolidated statement of other comprehensive income

For the three-month and nine-month periods ended on September 30, 2023 and 2022

(In thousands of Brazilian Reais – R$)

Note Nine month ended September 30, 2023 Three month ended September 30, 2023 Nine month ended September 30, 2022 Three month ended September 30, 2022
Net profit for the period 136,383 36,161 95,830 40,608
Other comprehensive income (OCI):
Item that are or may be reclassified subsequently to profit or loss
Exchange variation in foreign investments (34,186) 17,453 (88,601) (18,913)
Cash flow hedges - effective portion of changes in fair value 23.2.a.1 7,336 (5,998) (37,287) 2,448
Total comprehensive income (loss) for the period 109,533 47,616 (30,058) 24,143
Total comprehensive income (loss) attributed to
Owners of the Company 109,533 47,616 (30,058) 24,143
Total comprehensive income (loss) for the period 109,533 47,616 (30,058) 24,143

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

14

Table of Contents

1.0

CI&T Inc.

Unaudited condensed consolidated statement of changes in equity

For the nine-month periods ended on September 30, 2023 and 2022

(In thousands of Brazilian Reais – R$)

Profit reserves
Notes Share capital Share premium Treasury share reserve Capital reserve Retained earnings reserve Retained earnings Other comprehensive income Total equity
Balances as of December 31, 2021 36 915,947 - 10,105 125,957 - 37,250 1,089,295
Net profit for the period - - - - - 95,830 - 95,830
Exchange variation in foreign investments - - - - - - (88,601) (88,601)
Cash flow hedges – effective portion of changes in fair value 23.2.a.1 - - - - - - (37,287) (37,287)
Total comprehensive income for the period - - - - - 95,830 (125,888) (30,058)
Transactions with the owner of the Group
Contributions, distribution and constitution of reserves
Issues to ordinary shares related to business combinations (Somo) 18.b - 14,037 - - - - - 14,037
Equity settled share-based compensation – Vested immediately (Box) - - - 4,124 - - - 4,124
Issues to ordinary shares related to business combinations (Transpire) 18.b - 16,189 - - - - - 16,189
Exercise of share options 1 - - 10,446 - - - 10,447
Stock-based compensation 17.b - - - 1,370 - - - 1,370
Total contributions and distribution and constitution of reserves 1 30,226 - 15,940 - - - 46,167
Balances as of September 30, 2022 37 946,173 - 26,045 125,957 95,830 (88,638) 1,105,404
Balances as of December 31, 2022 37 946,173 - 203,218 251,873 - (63,122) 1,338,179
Net profit for the period - - - - - 136,383 - 136,383
Exchange variation in foreign investments - - - - - - (34,186) (34,186)
Cash flow hedges - effective portion of changes in fair value 23.2.a.1 - - - - - - 7,336 7,336
Total comprehensive income for the period - - - - - 136,383 (26,850) 109,533
Transactions with the owner of the Group
Contributions, distribution and constitution of reserves
Treasury shares acquired 18.c - - (37,827) - - - - (37,827)
Equity settled stock options 17.b - - - 6,799 - - - 6,799
Equity settled restricted stock units 17.b - - - 14,286 - - - 14,286
Equity settled incentive stock options 17.b - - - 84 - - - 84
Restricted stock units exercised - - - 417 - - - 471
Share options exercised - - - 578 - - - 578
Total contributions and distribution and constitution of reserves - - (37,827) 22,218 - - - (15,609)
Balances as of September 30, 2023 37 946,173 (37,827) 225,436 251,873 136,383 (89,972) 1,432,103

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

15

Table of Contents

CI&T Inc.

Unaudited condensed consolidated statement of cash flows

For the nine-month periods ended on September 30, 2023 and 2022

(In thousands of Brazilian Reais – R$)

Notes September 30, 2023 September 30, 2022
Cash flows from operating activities
Net profit for the period 136,383 95,830
Adjustments for:
Depreciation and amortization 9, 10, 11 70,980 67,154
Loss on the sale of property, plant and equipment, intangible assets and leases 9, 10, 11, 12 875 2,137
Interest, monetary variation and exchange rate changes 65,796 30,437
Unrealized gain on financial instruments (13,257) (5,709)
Income tax expenses 36,186 49,867
Impairment losses on trade receivables and contract assets 8, 19 2,573 385
Provision for labor risks 15 (286) 386
Stock-based plan 17.b 21,740 1,894
Present/fair value/ price adjustment - accounts payable for business combination 12 2,783 7,240
Others (559) (1,824)
Variation in operating assets and liabilities
Trade receivables 61,268 (107,311)
Contract assets (26,934) (85,091)
Recoverable taxes (23,279) (2,297)
Tax assets 935 930
Suppliers and other payables (16,185) (34,281)
Salaries and welfare charges (42,070) 7,448
Tax liabilities - 1,568
Other taxes payable 1,274 4,509
Contract liabilities (18,484) (4,893)
Other receivables and payables, net (5,234) 217
Cash generated from operating activities 254,505 28,596
Income tax paid (25,516) (33,467)
Interest paid on loans and borrowings 12 (52,356) (51,152)
Interest paid on lease 12 (3,070) (4,796)
Income tax refund 4,198 -
Net cash from (used in) operating activities 177,761 (60,819)
Cash flows from investment activities
Acquisition of property, plant and equipment and intangible assets 9, 10 (14,738) (20,163)
Acquisition of subsidiary net of cash acquired (Somo, Box and Transpire) - (321,799)
Escrow deposit (acquisition of Somo) - (23,061)
Cash outflow on hedge accounting settlement 7.2 - 20,981
Redemption of financial investments 7.2 54,214 582,367
Net cash from investment activities 39,476 238,325
Cash flows from financing activities
Exercised stock options 12 578 10,447
Payment of lease liabilities 12 (18,465) (19,828)
Proceeds from loans and borrowings 12 47,950 186,239
Settlement of derivatives 12 9,325 390
Payment of loans and borrowings 12 (163,457) (279,940)
Payment of investment obligations 12 (47,461) (62,338)
Repurchase of treasury shares 12, 18.c (37,827) -
Net cash used in financing activities (209,357) (165,030)
Net increase in cash and cash equivalents 7,880 12,476
Cash and cash equivalents as of January 1^st^ 185,727 135,727
Exchange variation effect on cash and cash equivalents 688 3,647
Cash and cash equivalents as of September 30 194,295 151,850

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

16

Table of Contents

CI&T Inc.

Unaudited condensed consolidated interim financial statements

September 30, 2023

Notes to the unaudited condensed consolidated interim financial statements

(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)

1            Reporting Entity

CI&T Inc. (“CI&T” and/or “Company”), is a publicly held company incorporated in the Cayman Islands in September 2021, headquartered at Estrada Giuseppina Vianelli Di Napoli, 1455, Polo II de Alta Tecnologia, in the City of Campinas, State of São Paulo, Brazil. As a holding Company, it is mainly engaged in the investment, as a partner or shareholder, in other companies, consortia or joint ventures in Brazil and other countries. The Company’s subsidiaries are mainly engaged in the development of customizable software through implementation of software solutions, including machine learning, artificial intelligence (AI), analytics, cloud migration and mobility technologies.

These unaudited condensed consolidated interim financial statements comprise the Company and its subsidiaries (collectively referred to as the “Group”).

2            Business combination

During 2022, the Company acquired several businesses for which we engaged independent valuation experts to assist in determining the fair value of the assets acquired and liabilities assumed and related deferred income tax impacts.

The summary of the prior period acquisitions on each acquisition date is as follows:

Companies Somo Box 1824 Transpire Ntersol
Acquisition/closing date January 27, 2022 June 1, 2022 September 1, 2022 November 1, 2022
Cash, net of cash acquired in business combination 247,764 19,040 55,724 400,137
Cash acquired in business combination 98,701 1,728 5,397 17,870
Other adjustments (5,688) - (729) -
Cash transferred 340,777 20,768 60,392 418,007
Restricted cash in escrow account 23,061 - - -
Earn-out 59,868 - - -
Contingent consideration - Retained amount 9,671 8,871 - 75,096
Class A common shares issued 14,037 - 16,189 -
Stock-based payment – vested immediately^(i)^ - 4,124 - 170,774
Other - 974 - -
Price Adjustment - (558) 729 5,993
Total consideration transferred at the acquisition date 447,414 34,179 77,310 669,870
Total identifiable net assets acquired (130,235) (12,654) (8,115) (201,496)
Goodwill 317,179 21,525 69,195 468,374
(i) Refers to the purchase price to be paid in common shares in connection with business combination, but considered as vested immediately at each acquisition date, and the amount was measured at fair value on the same date.
--- ---
17
---

Table of Contents

CI&T Inc.

Unaudited condensed consolidated interim financial statements

September 30, 2023

3            Basis of accounting

These unaudited condensed consolidated interim financial statements for the nine-month ended September 30, 2023 have been prepared in accordance with IAS 34 – Interim Financial Reporting and should be read in conjunction with the Group’s last annual consolidated financial statements as at and for the year ended December 31, 2022. This financial information does not include all the information required for a complete set of financial statements prepared in accordance with IFRS Standards. However, selected explanatory notes are included to explain events and transactions that are significant to an understanding of the changes in the Group’s financial position and performance since the last annual financial statements.

The issuance of these unaudited condensed consolidated interim financial information were authorized for issue by the Company’s Management and Audit Committee on November 16, 2023.

4            Functional and presentation currency

These unaudited condensed consolidated interim financial statements are presented in Brazilian Reais (“R$”), which is the Company's functional currency. All balances are rounded to the nearest thousands, except when otherwise indicated.

The main exchange rates used in the preparation of the Company's financial statements are Brazilian Reais (“R$”), US dollar (“US$”), Euro (“€”), Australian dollar (“AU$”), Pound sterling (“£”), Yen (“¥”), Chinese Yuan (“¥”) and Colombian Peso (“COL$”) as the Company’s subsidiaries have their functional currencies.

5            Use of judgments and estimates

In preparing these unaudited condensed consolidated interim financial statements, Management has made judgments and estimates that affect the application of the Company's accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.

The significant judgements made by Management in applying the Group’s accounting policies and the key sources of estimation uncertainty were the same as those described in the last annual financial statements.

a.            Measurement of fair values

A number of the Group’s accounting policies and disclosures require the measurement of fair values, for both financial and non-financial assets and liabilities.

The Group has established a control framework with respect to the measurement of fair value. This includes the review of significant fair value measurements, significant unobservable data and valuation adjustments. If third-party information, such as broker quotes or pricing services, is used to measure fair values, the valuation team assesses the evidence obtained from third parties to support the conclusion that such valuations meet the requirements of the Accounting Standards, including the level in the fair value hierarchy in which the valuations should be classified.

When measuring the fair value of an asset or a liability, the Group uses observable market data as much as possible. Fair values are categorized into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows:

  • Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities.
  • Level 2: Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).
  • Level 3: Inputs for the asset or liability that are not based on observable market data (unobservable inputs).
18

Table of Contents

CI&T Inc.

Unaudited condensed consolidated interim financial statements

September 30, 2023

If the inputs used to measure the fair value of an asset or liability fall into different levels of the fair value hierarchy, then the fair value measurement is categorized in its entirety in the same level of fair value hierarchy as the lowest level input that is significant to the entire measurement.

The Group recognizes transfers between levels of the fair value hierarchy at the end of the reporting period during which the changes have occurred.

The significant information about the assumptions made in measuring fair values used by Management were the same as those described in the last annual financial statements.

6            Change in accounting policy

Except as described below, the accounting policies applied in these unaudited condensed consolidated interim financial statements are the same as those applied in the Group’s consolidated financial statements as at and for the year ended December 31, 2022.

(i)     Deferred tax related to assets and liabilities arising from a single transaction

The Group has adopted ‘Deferred tax related to assets and liabilities arising from a single transaction – Amendments to IAS 12 – Income Tax’ from 1 January 2023. The amendments narrow the scope of the initial recognition exemption to exclude transactions that give rise to equal and offsetting temporary differences – e.g. leases and decommissioning liabilities. For leases and decommissioning liabilities, an entity is required to recognize the associated deferred tax assets and liabilities from the beginning of the earliest comparative period presented, with any cumulative effect recognized as an adjustment to retained earnings or other components of equity at that date. For all transactions, an entity applies the amendments to transactions that occur after the beginning of the earliest period presented.

The Group previously accounted for deferred tax on leases applying the integrally linked approach, resulting in a similar outcome to the amendments, except that the deferred tax asset or liability was recognized on a net basis. Following the amendments, the Group has recognized a separate deferred tax asset in relation to its lease liabilities and deferred tax liability in relation to its right-of-use assets. However, there was no impact on the statement of financial position because the balances qualify for offset under paragraph 74 of IAS 12. There was also no impact on the opening retained earnings as of 1 January 2022 as a result of the change. As of September 30, 2023, the amount of deferred tax assets is R$ 39,736 (R$ 29,637 as of December 31, 2022) and deferred tax liabilities is R$ 36,844 (R$ 27,025 as of December 31, 2022).

The change in accounting policy will also be reflected in the Group’s consolidated financial statements as at and for the year ending December 31, 2023.

7            Cash and cash equivalents and financial investments

7.1         Cash and cash equivalents

. September 30, 2023 December 31, 2022
Cash and cash equivalents 112,819 127,263
Short-term financial investments 81,476 58,464
Total 194,295 185,727

Short-term financial investments are represented by fixed income securities, with interest rates ranging from 100% to 101.5% on September 30, 2023 (101% to 102% as of December 31, 2022) of the changes of Interbank Deposit Certificate (CDI) variation which (i) Management expects to use for short-term commitments; (ii) present daily liquidity; and (iii) are readily convertible into a known amount of cash, subject to an insignificant risk of change in value.

19

Table of Contents

CI&T Inc.

Unaudited condensed consolidated interim financial statements

September 30, 2023

7.2         Financial investments

. September 30, 2023 December 31, 2022
Financial investments 39,192 96,299
Total 39,192 96,299

The changes in the balances are as follows:

Balance as of January 1, 2023 96,299
Effect of movements in exchange rates (3,296)
Income on financial investments 403
Redemption of financial investments^(i)^ (54,214)
Balance as of September 30, 2023 39,192
Balance as of January 1, 2022 798,786
--- ---
Effect of movements in exchange rates (15,209)
Income on financial investments 1,628
Redemption of financial investments^(ii)^ (582,367)
Hedge accounting realization (20,981)
Balance as of September 30, 2022 181,857
(i) Amounts used in short-term commitments.
--- ---
(ii) Amounts used in payments for businesses combination acquired and for short-term commitments.

As of September 30, 2023 the balance of R$ 39,192 (R$ 96,299 as of December 31, 2022) is allocated between an interest-bearing account and Sweep. Both instruments are in US$ and £, and they bear interest rates ranging from 0.6% to 3.7% p.a. (from 0.57% to 4.2% p.a. on December 31, 2022), and such accounts present immediate liquidity. The Company holds US$ and £ amounts for short-term commitments in the same currencies. A foreign currency exposure arises from these financial investments held in US$ and £, since the amount may be subject to a significant exchange rate variation once translated to R$.

20

Table of Contents

CI&T Inc.

Unaudited condensed consolidated interim financial statements

September 30, 2023

8            Trade receivables

The balances of trade receivables are presented, as follows:

September 30, 2023 December 31, 2022
Trade receivables - Dollar denominated – from US customers 241,353 304,693
Trade receivables - Reais denominated – from Brazilian customers 131,118 133,582
Trade receivables - from other customers 52,311 64,049
(-) Expected credit losses (2,564) (653)
Trade receivables, net 422,218 501,671

The balances of trade receivables by maturity date are as follows:

September 30, 2023 December 31, 2022
Trade receivables (-) Expected credit losses Trade receivables (-) Expected credit losses
Not due 395,713 (394) 458,802 (146)
Overdue:
from 1 to 60 days 23,780 (692) 36,995 (261)
61 to 360 days 5,170 (1,359) 6,140 (119)
over 360 days 119 (119) 387 (127)
Total 424,782 (2,564) 502,324 (653)

The movement of impairment loss on trade receivables is as follows:

Balance as of January 1, 2023 (653)
Provision (3,354)
Reversal 1,425
Write-off 20
Exchange variation (2)
Balance as of September 30, 2023 (2,564)
Balance as of January 1, 2022 (1,059)
Provision (603)
Reversal 400
Write-off 655
Exchange variation 192
Balance as of September 30, 2022 (415)

9            Property, plant and equipment

September 30, 2023 December 31, 2022
IT equipment 28,472 37,963
Furniture and fixtures 3,427 5,064
Leasehold improvements 9,320 12,226
Property, plant and equipment in progress 455 13
Total 41,674 55,266
21
---

Table of Contents

CI&T Inc.

Unaudited condensed consolidated interim financial statements

September 30, 2023

The changes in the balances are as follows:

IT equipment Furniture and fixtures Leasehold improvements In progress Total
Cost:
Balance as of January 1, 2022 63,640 13,869 30,915 157 108,581
Exchange rate changes (1,545) (237) (297) - (2,079)
Addition due to business combination 2,812 468 313 - 3,593
Additions 17,475 270 62 119 17,926
Disposals (4,530) (646) (5,096) (19) (10,291)
Transfers 6 - 240 (246) -
Balance as of September 30, 2022 77,858 13,724 26,137 11 117,730
Balance as of December 31, 2022 75,547 10,308 21,498 13 107,366
Exchange rate changes (494) (213) (323) - (1,030)
Additions 3,783 58 - 538 4,379
Disposals (3,350) (2,151) (954) (1) (6,456)
Transfers 5 18 72 (95) -
Balance as of September 30, 2023 75,491 8,020 20,293 455 104,259
Depreciation:
Balance as of January 1, 2022 (28,410) (7,586) (14,864) - (50,860)
Exchange rate changes 854 89 72 - 1,015
Additions (12,282) (1,066) (2,540) - (15,888)
Disposals 2,867 783 4,729 - 8,379
Balance as of September 30, 2022 (36,971) (7,780) (12,603) - (57,354)
Balance as of December 31, 2022 (37,584) (5,244) (9,272) - (52,100)
Exchange rate changes 385 97 121 - 603
Additions (13,012) (787) (2,514) - (16,313)
Disposals 3,192 1,350 683 - 5,225
Transfers - (9) 9 - -
Balance as of September 30, 2023 (47,019) (4,593) (10,973) - (62,585)
Balance as of:
December 31, 2022 37,963 5,064 12,226 13 55,266
September 30, 2023 28,472 3,427 9,320 455 41,674

The Group does not have property, plant or equipment pledged as collateral.

10            Intangible assets and goodwill

September 30, 2023 December 31, 2022
Software 4,866 5,641
Internally developed software 4,314 4,059
Software in progress 9,031 1,032
Customer relationship 253,114 288,943
Non-compete agreement 8,591 10,865
Brands 5,199 7,464
Subtotal 285,115 318,004
Goodwill 1,405,686 1,432,894
Total 1,690,801 1,750,898
22
---

Table of Contents

CI&T Inc.

Unaudited condensed consolidated interim financial statements

September 30, 2023

The change in the balances of intangible assets as follows:

Network software Internally developed software Software in progress Customer relationship Non-compete agreement Brands Goodwill Total
Cost:
Balance as of January 1, 2022 11,942 16,581 391 88,961 13,462 20,501 619,469 771,307
Exchange rate changes (50) - - - - - (75,081) (75,131)
Additions 805 5 1,447 62,139 - 13,304 413,665 491,365
Write-off (788) - (32) - - - - (820)
Transfers 50 398 (448) - - - - -
Balance as of September 30, 2022 11,959 16,984 1,358 151,100 13,462 33,805 958,053 1,186,721
Balance as of December 31, 2022 15,186 18,586 1,032 313,259 13,462 33,798 1,432,894 1,828,217
Exchange rate changes (180) 0 - (6,268) - (2) (32,304) (38,754)
Additions 558 - 9,801 - - - 5,096 15,455
Disposals (1) (4) - - - - - (5)
Transfers - 1,802 (1,802) - - - - -
Balance as of September 30, 2023 15,563 20,384 9,031 306,991 13,462 33,796 1,405,686 1,804,913
Amortization:
Balance as of January 1, 2022 (9,543) (12,670) - (4,766) 435 (5,960) - (32,504)
Exchange rate changes 84 - - - - - - 84
Additions (789) (1,365) - (11,224) (2,274) (15,771) - (31,423)
Write-off 748 - - - - - - 748
Balance as of September 30, 2022 (9,500) (14,035) - (15,990) (1,839) (21,731) - (63,095)
Balance as of December 31, 2022 (9,545) (14,527) - (24,316) (2,597) (26,334) - (77,319)
Exchange rate changes 39 - 147 - - - 186
Additions (1,192) (1,543) - (29,708) (2,274) (2,263) - (36,980)
Disposals 1 - - - - - - 1
Balance as of September 30, 2023 (10,697) (16,070) - (53,877) (4,871) (28,597) - (114,112)
Balance at:
December 31, 2022 5,641 4,059 1,032 288,943 10,865 7,464 1,432,894 1,750,898
September 30, 2023 4,866 4,314 9,031 253,114 8,591 5,199 1,405,686 1,690,801

Impairment test – Goodwill

For the nine-month ended September 30, 2023, Management did not identify factors that could significantly change the assumptions used in the annual impairment analysis and, therefore, did not identify any indicator of impairment of intangible assets and goodwill.

23

Table of Contents

CI&T Inc.

Unaudited condensed consolidated interim financial statements

September 30, 2023

11            Leases

  1. Right-of-use assets
September 30, 2023 December 31, 2022
Properties 37,747 48,415
Vehicles 5,489 7,772
Total 43,236 56,187

The Group applies the short-term lease recognition exemption to its short-term leases of properties (those leases that have a lease term of 12 months or less). It also applies the low-value assets recognition exemption to leases that are considered of low value. Lease payments on short-term leases and leases of low-value assets are recognized as expenses on a straight-line basis. The remained rental expenses for the period totaled R$ 2,653 as of September 30, 2023 (R$ 4,424 as of September 30, 2022). The changes to balances of the right-of-use are:

Properties Vehicles IT equipment Total
Cost:
Balance as of January 1, 2022 107,640 6,372 851 114,863
Additions due to business combination 8,114 - - 8,114
Exchange rate changes (1,571) - - (1,571)
Additions 5,682 5,775 - 11,457
Derecognition of right-of-use assets (3,708) (870) - (4,578)
Remeasurement of right-of-use assets (234) - - (234)
Balance on September 30, 2022 115,923 11,277 851 128,051
Balance as of December 31, 2022 90,587 12,198 - 102,785
Exchange rate changes (2,336) - - (2,336)
Additions 6,350 1,961 - 8,311
Derecognition of right-of-use assets (4,643) (2,548) - (7,191)
Balance on September 30, 2023 89,958 11,611 - 101,569
Depreciation:
Initial amount on January 1, 2022 (38,200) (2,199) (638) (41,037)
Exchange rate changes 310 - - 310
Depreciation (17,314) (2,316) (213) (19,843)
Derecognition of right-of-use assets 2,086 799 - 2,885
Balance on September 30, 2022 (53,118) (3,716) (851) (57,685)
Balance on December 31, 2022 (42,172) (4,426) - (46,598)
Exchange rate changes 1,111 - - 1,111
Depreciation (14,643) (3,044) - (17,687)
Derecognition of right-of-use assets 3,493 1,348 - 4,841
Balance on September 30, 2023 (52,211) (6,122) - (58,333)
Net balance at:
December 31, 2022 48,415 7,772 - 56,187
September 30, 2023 37,747 5,489 - 43,236
24
---

Table of Contents

CI&T Inc.

Unaudited condensed consolidated interim financial statements

September 30, 2023

b.            Lease liabilities

Average discount rate (per year) September 30, 2023 December 31, 2022
Properties 7.21% (2022: 8.26%) 45,170 54,369
Vehicles 17.19% (2022: 16.63%) 3,585 8,439
Total 48,755 62,808
Current 18,921 21,539
Non-current 29,834 41,269
Total 48,755 62,808

The change in lease liabilities is disclosed in the reconciliation of change in liabilities to cash flows in note 12.

12            Loans and borrowings

Loans and borrowings operations can be summarized as follows:

Year of maturity September 30, 2023 December 31, 2022
In US
Advance on Foreign Exchange Contract (ACC) 2023 to 2024 50,765 93,811
Export credit note (NCE) 2026 106,239 129,701
Working Capital Loan 2026 to 2027 431,202 452,276
Total 588,206 675,788
In R
Export credit note (NCE) 2023 to 2026 256,962 298,443
Total 256,962 298,443
Total interest-bearing liabilities 845,168 974,231

All values are in US Dollars.

Current 224,579 231,296
Non-current 620,589 742,935
Total 845,168 974,231

The principal balances of long-term loans and borrowings as of September 30, 2023, mature as follows:

2024 59,352
2025 235,383
2026 225,702
2027 100,152
Non-current liabilities 620,589
25
---

Table of Contents

CI&T Inc.

Unaudited condensed consolidated interim financial statements

September 30, 2023

The reconciliation of change in liabilities to cash flows arising from financing activities is shown below:

Liabilities Net Equity Total
Loans and borrowings Leases (note 11.b) Accounts payable for business combination acquired (note 14) Reserves
Balance as of December 31, 2022 974,231 62,808 204,949 1,401,264 2,643,252
Changes in cash flow from financing activities
Proceeds from loans and borrowings 47,950 - - - 47,950
Payments related to loans, borrowings, lease liabilities and business combination (163,457) (18,465) (47,461) - (229,383)
Proceeds from exercise of share options - - - 578 578
Repurchase of treasury shares - - - (37,827) (37,827)
Settlement of derivatives 9,325 - - - 9,325
Total changes in cash flow from financing activities (106,182) (18,465) (47,461) (37,249) (209,357)
Exchange rate changes (18,342) (1,334) (4,798) - (24,474)
Other changes - liabilities
New leases - 8,311 - - 8,311
Interest expenses 61,153 3,215 - - 64,368
Present/fair value adjustment - - 2,783 - 2,783
Interest paid (52,356) (3,070) - - (55,426)
Lease write-offs - (2,710) - - (2,710)
Other changes (13,336) - 9,996 - (3,340)
Total other changes - liabilities (4,539) 5,746 12,779 - 13,986
Total other changes - equity - - - 195,850 195,850
Balance as of September 30, 2023 845,168 48,755 165,469 1,559,865 2,619,257
26
---

Table of Contents

CI&T Inc.

Unaudited condensed consolidated interim financial statements

September 30, 2023

Liabilities Net Equity Total
Loans and borrowings Leases Accounts payable for business combination Reserves
Balance as of January 1, 2022 788,709 81,888 85,726 1,052,045 2,008,368
Changes in cash flow from financing activities
Proceeds from loans and borrowings 186,239 - - - 186,239
Payments related to loans, borrowings, lease liabilities and business combination (279,940) (19,828) (62,338) - (362,106)
Proceeds from exercise of share options - - - 10,447 10,447
Settlement of derivatives 390 - - - 390
Total changes in financing cash flows (93,311) (19,828) (62,338) 10,447 (165,030)
Effect of changes in exchange rates 8,179 (1,485) - - 6,694
Other changes - related to liabilities
Additions due to business combination 39,970 8,114 - - 48,084
New leases - 11,457 - - 11,457
Interest expense 48,853 6,306 - - 55,159
Interest paid (51,152) (4,796) - - (55,948)
Other borrowing costs (34,500) (195) - - (34,695)
Settlement of derivatives (390) - - - (390)
Lease write-offs - (1,540) - - (1,540)
Other changes (34,500) (195) 6,977 - (27,718)
Total other changes related to liabilities 2,781 19,346 6,977 - 29,104
Total other changes related to equity - - - 131,550 131,550
Balance as of September 30, 2022 706,358 79,921 30,365 1,194,042 2,010,686

The loans and borrowings are not secured over land and buildings, inventories and trade receivables.

Loans and borrowings covenants

The loans and borrowings are subject to covenants, which establish the early maturity of debts. Early maturity of the loans could be caused by:

  • Disposal, merger, incorporation, spin-off, or any other corporate reorganization process that implies a change in the shareholding control, without prior consent from the creditor;
  • Some of the debt contracts held by the Group include covenants that demand the maintenance of specific ratios, such as the Net Debt to EBITDA (Earnings Before Interest, Taxes, Depreciation, and Amortization) ratio.

The Group has complied with these covenants as of September 30, 2023 and December 31, 2022.

27

Table of Contents

CI&T Inc.

Unaudited condensed consolidated interim financial statements

September 30, 2023

13            Salaries and welfare charges

September 30, 2023 December 31, 2022
Salaries 30,779 30,551
Accrued vacation and charges 111,522 107,801
Bonus 15,934 64,815
Withholding income tax 17,382 29,267
Payroll charges (social contributions) 13,240 15,168
Others 27,749 12,554
Total 216,606 260,156

14            Accounts payable for business acquired

September 30, 2023
Former owners of Dextra Former owners of Somo Former owners of Box 1824 Former owners of Ntersol Total
Year of maturity 2024 2025 2025 2024
Interest rate CDI N/A CDI T-Bills
Retained amount 30,581 - 6,987 75,622 113,190
Earn-out - 30,162 - - 30,162
Escrow account - 19,051 - - 19,051
Other - 2,092 974 - 3,066
Total 30,581 51,305 7,961 75,622 165,469
December 31, 2022
--- --- --- --- --- ---
Former owners of Dextra Former owners of Somo Former owners of Box 1824 Former owners of Ntersol Total
Year of maturity 2024 2025 2025 2024
Interest rate CDI N/A CDI T-Bills
Retained amount 34,183 - 9,165 76,084 119,432
Earn-out - 61,529 - - 61,529
Escrow account - 20,091 - - 20,091
Other - 2,148 974 775 3,897
Total 34,183 83,768 10,139 76,859 204,949
September 30, 2023 December 31, 2022
--- --- ---
Current 41,301 71,650
Non-current 124,168 133,299
Total 165,469 204,949

The change in accounts payable for business combination is disclosed in the reconciliation of change in liabilities to cash flows in note 12.

28

Table of Contents

CI&T Inc.

Unaudited condensed consolidated interim financial statements

September 30, 2023

15            Provisions

The Group is involved in tax and labor lawsuits that were considered probable losses and are provisioned according to the table below:

Tax Labor Total
Balance as of January 1, 2022 131 502 633
Provisions 77 582 659
Obligations assumed in a business combination ^(i)^ - 13,583 13,583
Reversal (3) (270) (273)
Payments - (15) (15)
Balance as of September 30, 2022 205 14,382 14,587
Balance as of December 31, 2022 205 12,142 12,347
Provisions - 18 18
Reversal (205) (99) (304)
Balance as of September 30, 2023 - 12,061 12,061
(i) In relation to the business combination with Box 1824, the Group has also assumed an amount of R$ 11,343 (R$ 13,583 on the acquisition date) related to labor contingencies liability.
--- ---

The Group is a party to civil, labor and tax lawsuits, whose likelihood of loss is regarded as possible, for which no provision was recorded, in the amount of R$ 10,350 as of September 30, 2023 (R$ 10,563 as of December 31, 2022).

Judicial deposits

As of September 30, 2023, the Group’s judicial deposits totaled R$ 9,995 (R$ 9,819 as of December 31, 2022), recognized in the statement of financial position, in non-current assets. Of this amount, R$ 9,723 (R$ 9,405 as of December 31, 2022) refer to tax lawsuits and R$ 272 (R$ 415 as of December 31, 2022) refer to labor lawsuits.

16            Employee benefits

The Group provides its employees with benefits that include medical care, dental care and life insurance during their employment. These benefits are paid by the Group and according to the category of health plans elected, with a consideration paid by the employee.

Additionally, the Group offers its employees the option to participate in a private pension plan to which voluntary contributions are made. For CI&T Inc. (“CI&T US”), CI&T UK Limited (“CI&T UK”) and CI&T Software Inc. (“CI&T Canada”), the subsidiaries contribute with the same amount as the participants up to 4% of the employee salary. In both scenarios there is no consideration to be paid by the subsidiaries, as there are no post-employment obligations. The nature of the plan allows employees to suspend or discontinue their contributions at any time and allows the Management to transfer the portfolio to another administrator.

The Group does not have additional post-employment obligations and none other long-term benefits, such as time-of-service leave, lifetime health plan and other time-service benefits.

29

Table of Contents

CI&T Inc.

Unaudited condensed consolidated interim financial statements

September 30, 2023

17            Stock-based compensation

a.            Outstanding share options and RSUs

The following shows the roll forward of the share options and RSUs for the period ended at September 30, 2023:

Grant date Exercise<br> price Number of granted options/RSUs (-) Canceled (-) Exercised Number of outstanding on 09/30/2023 Number of vested on 09/30/2023
Equity-settled
Stock options plan (SOP)
2020 R$ 9.58 3,940,478 (92,883) (997,326) 2,850,269 1,317,706
2021 R$ 19.84 854,436 (19,900) (92,735) 741,801 230,257
2022 US$ 4.10 440,434 - - 440,434 88,087
2023 US$ 4.10-4.27 44,365 - - 44,365 1,698
5,279,713 (112,783) (1,090,061) 4,076,869 1,637,748
Incentive stock options (ISO)
2022 US$ 15.88 93,896 - - 93,896 18,779
93,896 - - 93,896 18,779
Restricted stock units (RSU)
2022 N/A 1,449,277 - (8,447) 1,440,830 -
2023 N/A 154,950 - - 154,950 -
1,604,227 - (8,447) 1,595,780 -
Cash-settled
--- --- --- --- --- --- --- --- ---
Grant date Exercise<br>  price Number of granted options/RSUs (-) Canceled (-) Exercised Number of outstanding on 09/30/2023 Number of vested on 09/30/2023 Fair value at remeasured date September 30, 2023 Liabilities carrying amount as of September 30, 2023<br><br><br>R$
Stock options plan (SOP)
2020 R$ 9.58 69,774 - (1,774) 68,000 39,219 4.69 1,122
2021 R$ 19.84 12,130 - (909) 11,221 2,731 2.86 64
2022 US$ 4.10 13,101 - - 13,101 2,620 3.17 113
95,005 - (2,683) 92,322 44,570 - 1,299

b.            Expenses recognized in profit or loss

September 30, 2023 September 30, 2022
Plan in force:
Equity settled – SOP 6,504 1,175
Equity settled – RSU 14,126 463
Equity settled – ISO 76 256
Cash settled 458 -
Shares granted to executives’ officers 576 -
Expenses recognized in profit or loss (note 20) 21,740 1,894
Total 21,740 1,894
(-) Effect of cash settled (458) (463)
Effect of movements in exchange rates (113) (61)
Total shareholders’ equity 21,169 1,370
30
---

Table of Contents

CI&T Inc.

Unaudited condensed consolidated interim financial statements

September 30, 2023

18            Equity

a.            Share capital

September 30, 2023 December 31, 2022
Number of ordinary nominative shares 133,863,684 133,814,311
Class A 20,612,552 19,969,110
Class B 113,251,132 113,845,201
Par value 0.00027 0.00027
Share capital 37 37

As of September 30, 2023 the total issued share capital of R$ 37 (R$ 37 as of December 31, 2022) is divided into 133,863,684 common shares (133,814,311 as of December 31, 2022), including shares repurchased by the Company (see note 18.c).

The holders of the Class A common shares and Class B common shares have identical rights, except that (i) the holders of Class B common shares are entitled to ten votes per share, whereas holders of Class A common shares are entitled to one vote per share, (ii) Class B common shares have certain conversion rights and (iii) the holders of Class B common shares are entitled to maintain a proportional ownership interest in the event that additional Class A common shares are issued, however that such rights to purchase additional Class B common shares may only be exercised with Class B Shareholder Consent.

b.            Share premium

After the Company has completed its initial public offering in November 2021, the share premium referred to the difference between the subscription price (US$ 15.00 per share) that the shareholders paid for the shares and their nominal value (US$ 0.00005 per share), as a total amount of R$ 915,947 (US$ 166,666).

In connection with the business combinations occurred in 2022, the share premium increased by R$ 30,226 from shares issued as part of the payment for the some acquisitions. As of September 30, 2023 and December 31, 2022, the total amount of share premium is R$ 946,173.

c.            Treasury share reserve

On May 17, 2023, the Board of Directors approved a share repurchase program, pursuant to which the Company may repurchase up to 1.5 million of its outstanding class A common shares. As of 30 September 2023, the Group held 1,318,381 (R$ 37,827) of the Company’s shares, and the remaining balance of 181,619 shares will be repurchased during the fourth quarter of 2023. The Company’s treasury shares comprises the cost of the Company’s shares held by the Group.

d.            Capital reserve

Stock-based compensation

The Group stock-based compensation plans in place were accounted as Capital reserve (see note 17).

31

Table of Contents

CI&T Inc.

Unaudited condensed consolidated interim financial statements

September 30, 2023

19            Net revenue

The Group generates revenue primarily through the provision of services described in the table below, which is summarized by nature:

Nine month ended September 30, 2023 Three month ended September 30, 2023 Nine month ended September 30, 2022 Three month ended September 30, 2022
Software development revenue 1,628,771 504,555 1,508,853 533,060
Software maintenance revenue 47,285 14,469 42,093 15,136
Consulting revenue 30,028 9,292 19,094 7,559
Revenue from software license agent 1,708 449 882 357
Other revenue 3,115 318 4,983 2,906
Total net revenue 1,710,907 529,083 1,575,905 559,018

The following table sets forth the net revenue by industry vertical for the periods indicated:

Nine month ended September 30, 2023 Three month ended September 30, 2023 Nine month ended September 30, 2022 Three month ended September 30, 2022
By Industry Vertical
Financial services 492,406 158,592 479,173 161,185
Consumer goods 343,712 105,562 351,116 127,097
Technology and telecommunications 313,334 84,147 216,097 78,146
Retail and industrial goods 208,351 64,438 227,615 79,226
Life sciences 185,040 57,372 202,791 72,063
Others 168,064 58,972 99,113 41,301
Total net revenue 1,710,907 529,083 1,575,905 559,018

The table below summarizes net revenues by geographic region:

Nine month ended September 30, 2023 Three month ended September 30, 2023 Nine month ended September 30, 2022 Three month ended September 30, 2022
North America 762,204 222,860 655,941 232,697
LATAM (Latin America) 698,478 229,804 724,480 247,200
Europe 167,645 54,045 142,810 57,061
APJ (Asia, Pacific and Japan) 82,580 22,374 52,674 22,060
Total 1,710,907 529,083 1,575,905 559,018

Net revenues by geographic area were determined based on the country where the sale was made. The net revenue from a single customer represents 10% of the Company’s total net revenues as of September 30, 2023 (16% as of September 30, 2022).

Revenue by client concentration

The following table sets forth net revenue contributed by the top client, and top ten clients for the periods indicated:

Nine month ended September 30, 2023 Three month ended September 30, 2023 Nine month ended September 30, 2022 Three month ended September 30, 2022
Top client 166,798 37,428 249,356 86,748
Top 10 clients 705,773 208,305 812,754 283,999
32
---

Table of Contents

CI&T Inc.

Unaudited condensed consolidated interim financial statements

September 30, 2023

Contract assets

Contract assets relate mainly to the Group’s rights to consideration for services performed, for which control has been transferred to the client, but not invoiced on the reporting date. Contract assets are transferred to receivables when the Group issues an invoice to the client.

The balances from contract assets are shown and segregated in the consolidated statements of financial position as follows:

. September 30, 2023 December 31, 2022
Contract assets – Reais denominated - Brazilian customers 119,347 94,613
Contract assets – Dollar denominated - US customers 86,153 104,836
Contract assets – from other customers 35,626 18,474
(-) Expected credit losses from contract assets (1,330) (673)
Total 239,796 217,250

The movement of expected credit losses of contract assets, is as follows:

Balance as of January 1, 2022 (913)
Reversal (provision) (182)
Effect of movements in exchange rates 131
Balance as of September 30, 2022 (964)
Balance as of December 31, 2022 (673)
Reversal (provision) (664)
Effect of movements in exchange rates 7
Balance as of September 30, 2023 (1,330)

20            Expenses by nature

Information on the nature of expenses recognized in the unaudited condensed consolidated interim statement of profit or loss is presented below:

Nine month ended September 30, 2023 Three month ended September 30, 2023 Nine month ended September 30, 2022 Three month ended September 30, 2022
Employee expenses (1,239,867) (386,276) (1,146,315) (400,772)
Third-party services and other inputs (99,104) (30,711) (83,994) (32,671)
Depreciation and amortization (70,980) (22,871) (67,154) (23,558)
Insurance (9,764) (3,248) (11,388) (3,701)
Short-term leases (4,629) (1,236) (5,071) (1,736)
Travel expenses (10,017) (3,871) (9,059) (3,940)
Training (2,600) (745) (4,854) (1,925)
Stock-based compensation (note 17) (21,740) (6,627) (1,894) (761)
Expected credit losses (2,573) (836) (385) 325
Consulting (878) (210) (14,818) (5,728)
Other post-acquisition expenses (3,870) 1,551 (19,233) (10,769)
Others (13,573) (4,384) (24,366) (9,205)
Total (1,479,595) (459,464) (1,388,531) (494,441)
Disclosed as:
Costs of services provided (1,138,836) (356,779) (1,034,111) (363,617)
Selling expenses (132,243) (40,405) (118,428) (43,337)
General and administrative expenses (207,968) (64,807) (228,115) (84,804)
Impairment loss on trade receivables and contract assets (2,573) (836) (385) 325
Other income (expenses) net 2,025 3,363 (7,492) (3,008)
Total (1,479,595) (459,464) (1,388,531) (494,441)
33
---

Table of Contents

CI&T Inc.

Unaudited condensed consolidated interim financial statements

September 30, 2023

21           Net finance costs

Nine month ended September 30, 2023 Three month ended September 30, 2023 Nine month ended September 30, 2022 Three month ended September 30, 2022
Finance income:
Income from financial investments 6,391 1,813 5,383 1,828
Foreign-exchange gain 33,095 7,667 128,883 21,525
Gains on derivatives 21,434 2,963 18,849 7,984
Monetary variation gain 1,062 679 35 26
Other finance income 405 384 2,488 1,387
Total 62,387 13,506 155,638 32,750
Finance costs:
Foreign-exchange loss (39,213) (5,367) (108,500) (15,791)
Loss on derivatives (8,177) (3,629) (12,631) (1,961)
Interest and charges on loans and leases (note 12) (64,368) (21,111) (55,159) (18,104)
Monetary variation loss (4,051) (1,368) (7,786) (3,174)
Other finance costs (5,321) (2,324) (13,239) (1,152)
Total (121,130) (33,799) (197,315) (40,182)
Net finance costs (58,743) (20,293) (41,677) (7,432)

22            Income tax and social contribution

Income tax expenses are recognized at an amount determined by multiplying the profit (loss) before tax for interim reporting period based on the Management's best estimate of the weighted average annual income tax rate expected for the full financial year, adjusted for the tax effect of certain items recognized in full in the interim period. Income tax expenses include current and deferred tax and social contribution on net profit.

The Group’s consolidated effective tax rate in respect of continuing operations for the nine-month ended September 30, 2023 was 21% and for the nine-month ended September 30, 2022 was 34%.

23            Financial instruments and risk management

23.1           Financial instrument categories

The Group maintains operations with derivative and non-derivative financial instruments. These instruments are managed to assure liquidity and profitability. The control policy consists of monitoring the terms contracted against the terms and condition current in the market. The Company does not make investments of a speculative nature in derivatives or any other risk assets.

The estimated fair value of the Group's financial instruments considered the following methods and assumptions:

  • Cash and cash equivalents and financial investment: recognized at cost plus income earned up to the closing date of the financial statements, which approximate their fair value.
  • Trade receivables: arise directly from the Group's operations, classified at amortized cost, are recorded at their original values, adjusted based on the exchange rate changes, when applicable, and subject to an expected credit loss. Their carrying amount is a reasonable approximation of fair value.
34

Table of Contents

CI&T Inc.

Unaudited condensed consolidated interim financial statements

September 30, 2023

  • Loans and borrowings: classified as financial liabilities measured at amortized cost and are recorded at their contractual values. The contractual flow of loans and borrowings is adjusted to the future value of the liabilities considering the interest until maturity.
  • Derivative financial instruments: The financial instruments were valued by calculating the present value using market curves that impact the specific instrument on the calculation dates. For this, future curves of CDI and SOFR), exchange coupon, and currency quotation are used. For interest rate swaps, the present value of the asset position and the liability position are both estimated by discounting cash flows at the interest rate of the currency in which the swap is denominated. The difference between the present value of the asset and the liability position of the swap generates its fair value. For exchange forward swaps, the present value of the asset position and the liability position are both estimated by discounting cash flows at the rate of currency in which the swap is denominated. The difference between the present value of the asset and the liability position of the swap generates its fair value.
  • Non-derivatives financial instruments: Based on the Group's risk management and considering the existing natural hedge on exchange rate variations, the Group designated hedge relationships between “highly probable future transactions” (hedged item) and non-derivative financial instruments (hedging instruments), and their exchange effects were recognized at the same time in the other comprehensive income. The exchange rate variations in proportions of cash flows from non-derivative financial instruments were designated as hedging instruments. At the inception of designated hedging relationships, the Group documented the risk management objective and strategy for undertaking the hedge. The Group also documented the economic relationship between the hedged item and the hedging instrument, including identification of: (i) the hedging instrument; (ii) the hedged item; (iii) the nature of the risk being hedged; and (iv) the assessment whether the hedging relationship meets the hedge effectiveness requirements.

The following table shows the carrying amounts and fair values of financial assets and financial liabilities, segregated by category:

September 30, 2023
Amortized cost Assets / liabilities measured at FVTPL (i) Assets / liabilities measured at FVOCI (ii) Total
Financial assets
Cash and cash equivalents 194,295 - - 194,295
Financial investments 39,192 - - 39,192
Trade receivables 422,218 - - 422,218
Contract assets 239,796 - - 239,796
Derivatives - 11,017 - 11,017
Non-derivatives – hedge accounting - - 26,525 26,525
Other assets 40,461 - - 40,461
935,962 11,017 26,525 973,504
Financial liabilities
Suppliers and other payables 16,958 - - 16,958
Loans and borrowings 845,168 - - 845,168
Lease liabilities 48,755 - - 48,755
Accounts payable for business acquired 59,685 105,784 - 165,469
Non-derivatives – hedge accounting - - 34,721 34,721
Contract liabilities 12,954 - - 12,954
Other liabilities 43,146 - - 43,146
1,026,666 105,784 34,721 1,167,171
35
---

Table of Contents

CI&T Inc.

Unaudited condensed consolidated interim financial statements

September 30, 2023

December 31, 2022
Amortized cost Assets / liabilities measured at FVTPL(i) Assets / liabilities measured at FVOCI(ii) Total
Financial assets
Cash and cash equivalents 185,727 - - 185,727
Financial investments 96,299 - - 96,299
Trade receivables 501,671 - - 501,671
Contract assets 217,250 - - 217,250
Derivatives - 11,194 - 11,194
Non-derivatives – hedge accounting - - 19,637 19,637
Other assets 41,923 - - 41,923
1,042,870 11,194 19,637 1,073,701
Financial liabilities
Suppliers and other payables 33,376 - - 33,376
Loans and borrowings 974,231 - - 974,231
Lease liabilities 62,808 - - 62,808
Accounts payable for business acquired 68,561 136,388 - 204,949
Derivatives - 4,109 - 4,109
Non-derivatives – hedge accounting - - 35,169 35,169
Contract liabilities 32,136 - - 32,136
Other liabilities 51,031 - - 51,031
1,222,143 140,497 35,169 1,397,809
(i) FVTPL: Fair value through profit or loss.
--- ---
(ii) FVOCI: Fair value through other comprehensive income.

23.2           Financial risk management

The Group’s operations are subject to the following risk factors:

a.           Market risks

The Group is exposed to market risks resulting from the normal course of its activities, such as inflation, interest rates and exchange rate changes.

Thus, the Group's operating results may be affected by changes in nationals’ economics policies, especially regarding short and long-term interest rates, inflation targets and exchange rate policy. Exposures to market risk are measured by sensitivity analysis.

36

Table of Contents

CI&T Inc.

Unaudited condensed consolidated interim financial statements

September 30, 2023

LIBOR to SOFR transition

According to some financial market facts, the Libor rate has become a less reliable reference. The main substitute for Libor is SOFR. Libor was discontinued on June 30, 2023, which was the deadline for financial institutions to deliver the last update for Libor. The clauses automatically change instruments from USD LIBOR to SOFR as USD LIBOR ceases. This replacement of rates did not impact on the Group's debt, as there is no relevant difference between the reference indexes.

a.1           Foreign currency – Exchange rate changes risk

The Group is exposed to foreign exchange risk to the extent that there is a mismatch between the currencies in which sales, purchases, receivables, and borrowings are denominated and the respective functional currencies of the Company and its subsidiaries.

Therefore, foreign exchange risk is inherent to the Group’s business model. The Group’s revenue is mainly denominated in foreign currency and, consequently, is exposed to exchange rate changes. The Group’s expenses, on the other hand, are mainly denominated in the Group’s functional currency (Brazilian Reais) and, consequently, are not exposed to exchange rate changes. The Group is exposed to exchange rate risk on its financial investments, suppliers and other payables, trade receivables, loans and borrowings, accounts payable for business combination, lease liabilities and derivatives. See below the total exposure to foreign currency:

September 30, 2023 December 31, 2022
US$ £ Other US$ £ Other
Financial investments 9,030 30,161 - 96,299 - -
Suppliers and other payables (4,959) (1,345) (1,510) (4,229) (2,264) (2,078)
Trade receivables 243,038 41,572 8,516 304,617 51,152 12,306
Loans and borrowings (157,004) - - (223,512) - -
Lease liabilities (22,868) (2,330) (2,270) (29,147) (1,009) (2,493)
Accounts payable for business combination (75,622) (51,304) - (76,859) (83,768) -
Derivatives - - - (4,109) - -
Net exposure (8,385) 16,754 4,736 63,060 (35,889) 7,735

See note 23.2.a.3 the sensitivity analysis for exchange rate risk.

Cash flow hedge for the Group's future Revenues

Considering the natural hedge and the risk management strategy, the Group designates hedging relationships to account for the effects of the existing hedge between a foreign exchange gain or loss from proportions of its long-term debt obligations (denominated in U.S. dollars) and foreign exchange gain or loss of its highly probable U.S. dollar denominated future export revenues, so that gains or losses associated with the hedged transaction (the highly probable future exports) and the hedging instrument (debt obligations) are recognized in the statement of profit or loss in the same periods in which they will occur.

37

Table of Contents

CI&T Inc.

Unaudited condensed consolidated interim financial statements

September 30, 2023

The schedule of cash flow hedge involving the Company´s future exports as of September 30, 2023 is set below:

Present value of hedging instrument notional value at September 30, 2023
Hedging Instrument Hedged Transaction Nature of the Risk Maturity Date USD BRL
Foreign exchange gains and losses on proportion of non-derivative financial instruments cash flows Foreign exchange gains and losses of highly probable future monthly exports revenues Foreign Currency - Real vs U.S. Dollar<br>Spot Rate 2024 to 2026
Export credit note (NCE) 2026 22,500 112,671
Advance on Foreign Exchange Contract (ACC) 2024 10,000 50,076
Total amounts designated as of September 30, 2023 32,500 162,747

Changes in the fair value of US$ foreign exchange debt obligation (non-derivative financial instruments) designated as effective cash flow hedges have their effective component recorded in equity, other comprehensive income and the ineffective component recorded in statement of profit or loss, in finance income (expense). The amounts accumulated in equity are recognized in the statement of profit or loss in the years in which the hedged item affects the result, the effects of which are appropriated to the result, in order to minimize the variations in the hedged item.

The individual hedge relationships are established on a one-to-one basis, that is, the “highly probable exports” of each month and the proportions of cash flows from foreign exchange debt obligation made abroad, used in each relationship and individual hedge, have the same face value in US dollars.

The exposure of the Group's future exports revenues in hard currency to the risk of variations in the R$/US$ exchange rate (liability position) is offset by an inverse exposure equivalent to its US dollars debt (asset position) to the same type of risk.

Hedge Accounting Effects

The movement of exchange variation accumulated in other comprehensive income as of September 30, 2023 and December 31, 2022, resulting from completed and expected transactions are set out below:

Exchange variation
Balance as of January 1, 2022 -
Recognized in Other comprehensive income – Future export revenues (33,104)
Recognized in Other comprehensive income – Future M&A transactions (27,547)
Reclassified to the statements of profit or loss - occurred exports 2,383
Reclassified to the statements of profit or loss - occurred investments in acquisitions 20,981
Balance as of September 30, 2022 (37,287)
Balance as of January 1, 2023 (15,532)
Recognized in Other comprehensive income – Future export revenues 7,617
Reclassified to the statements of profit or loss - occurred exports 2,162
Reclassified to the statements of profit or loss - ineffective portion (2,443)
Balance as of September 30, 2023 (8,196)

As of September 30, 2023, the annual expectation of realization of the exchange rate variation balance accumulated in equity is R$ 3,503.

38

Table of Contents

CI&T Inc.

Unaudited condensed consolidated interim financial statements

September 30, 2023

a.2            Interest rate risk

Derives from the possibility of the Group incurring gains or losses resulting from changes in interest rates applicable to its financial assets and liabilities. The Group may also enter into derivative contracts in order to mitigate this risk. See note 23.2.a.3 the sensitivity analysis for interest rate risk.

a.3            Sensitivity analysis of non-derivative financial instruments

Exchange rate fluctuation and changes in interest rates may positively or adversely affect the financial statements.

The Group mitigates its risks relating to non-derivative financial assets and liabilities substantially through the contracting of derivative financial instruments. Accordingly, the Group identified the main risk factors that may generate losses for its operations with derivative financial instruments and this sensitivity analysis is based on three scenarios containing appreciation and depreciation that may impact the Group’s future results and cash flows, as described below:

(i) Probable scenario: The Group’s projections, based on internal and external data, considered the highest projection expected by the Company for the next 12 months: (i) the interest rate index in order to analyze the sensitivity of the index in short-term investments and loans and borrowings was 12.65% for CDI and 5.40% for SOFR; (ii) the exchange rate of R$ 4.98 for US$ and R$ 6.12 for £, related to the closing rate projected by the Company, for the purposes of analyzing the foreign exchange exposure. Based on these factors, variations (appreciation/depreciation and increase/decrease) were calculated in the adverse and remote scenarios.
(ii) Adverse scenario: considered a variation of 25% in the main risk factor of each transaction.
(iii) Remote scenario: considered a variation of 50% in the main risk factor of each transaction.

For each scenario, the gross finance income or finance costs were calculated, excluding taxes and the maturity flow of each agreement. The base date considered was September 30, 2023, projecting the indexes for one year and verifying their sensitivity in each scenario.

Sensitivity analysis for exchange rate risk

Income/(expense) in R
Risk Exposure in US$ Probable scenario (I) Remote Scenario (III)
Exchange variation in the year Foreign currency appreciation - USD 4.9830 5.0000 7.5000
Financial investments 1,812 30 4,560
Trade receivables 48,773 827 122,760
Suppliers and other payables (995) (16) (2,504)
Loans and borrowings (29,863) (508) (75,166)
Derivatives (1.645) (28) (4,140)
Lease liabilities (4,589) (77) (11,550)
Accounts payable for business combination (15,176) (258) (38,198)
Net effect (30) (4,238)

All values are in US Dollars.

39

Table of Contents

CI&T Inc.

Unaudited condensed consolidated interim financial statements

September 30, 2023

Income/(expense) in R
Risk Exposure in US$ Probable scenario (I) Remote Scenario (III)
Exchange variation in the year Foreign currency depreciation - USD 4.9830 5.0000 2.5000
Financial investments 1,812 30 (4,500)
Trade receivables 48,773 827 (121,106)
Suppliers and other payables (995) (16) 2,472
Loans and borrowings (29,863) (508) 74,150
Derivatives (1,645) (28) 4,085
Lease liabilities (4,589) (77) 11,396
Accounts payable for business combination (15,176) (258) 37,682
Net effect (30) 4,179

All values are in US Dollars.

Income/(expense) in R
Risk Exposure in £ Probable scenario (I) Remote Scenario (III)
Exchange variation in the year Foreign currency appreciation - GBP 6.1211 6.3500 9.5250
Financial investments 4,927 1,125 16,769
Trade receivables 6,792 1,557 23,122
Suppliers and other payables (220) (52) (751)
Lease liabilities (381) (89) (1,299)
Accounts payable for business combination (8,382) (1,922) (28,535)
Net effect 619 9,306

All values are in US Dollars.

Income/(expense) in R
Risk Exposure in £ Probable scenario (I) Remote Scenario (III)
Exchange variation in the year Foreign currency depreciation - GBP 6.1211 6.3500 3.1750
Financial investments 4,927 1,125 (14,518)
Trade receivables 6,792 1,557 (20,007)
Suppliers and other payables (220) (52) 647
Lease liabilities (381) (89) 1,120
Accounts payable for business combination (8,382) (1,922) 24,691
Net effect 619 (8,067)

All values are in US Dollars.

40

Table of Contents

CI&T Inc.

Unaudited condensed consolidated interim financial statements

September 30, 2023

Sensitivity analysis for interest rate risk

Income/(expense) in R
Risk Exposure in R$ Period rates Probable scenario (I) Remote Scenario (III)
Short-term financial investments Interest rate increase - CDI 81,746 12.65% 11.00% 16.50%
Loans and borrowings Interest rate increase - CDI (256,962) 12.65% 11.00% 16.50%
Accounts payable for business combination Interest rate increase - CDI (37,568) 12.65% 11.00% 16.50%
Loans and borrowings Interest rate increase - SOFR (445,135) 5.40% 5.47% 8.21%
Derivatives (interest rate swap) Interest rate increase - SOFR 106,239 5.40% 5.47% 8.21%
Net effect 3,278 (17,725)

All values are in US Dollars.

Income/(expense) in R
Risk Exposure in R$ Period rates Probable scenario (I) Remote Scenario (III)
Short-term financial investments Interest rate decrease - CDI 81,746 12.65% 11.00% 5.50%
Loans and borrowings Interest rate decrease - CDI (256,962) 12.65% 11.00% 5.50%
Accounts payable for business combination Interest rate decrease - CDI (37,568) 12.65% 11.00% 5.50%
Loans and borrowings Interest rate decrease - SOFR (445,135) 5.40% 5.47% 2.74%
Derivatives (interest rate swap) Interest rate decrease - SOFR 106,239 5.40% 5.47% 2.74%
Net effect 3,278 24,248

All values are in US Dollars.

b.            Credit Risk

Credit risk refers to the risk that a counterparty will not comply with its contractual obligations, causing the Group to incur financial losses. Credit risk is the risk of a counterparty in a business transaction not complying with an obligation provided by a financial instrument or an agreement with a client, which would cause financial loss. To mitigate these risks, the Group analyzes the financial and equity condition of its counterparties, as well as the definition of credit limits and permanent monitoring of outstanding positions.

41

Table of Contents

CI&T Inc.

Unaudited condensed consolidated interim financial statements

September 30, 2023

The Group applies the simplified standard approach to commercial financial assets, where the provision for losses is analyzed over the remaining life of the asset.

In addition, the Group is exposed to credit risk with respect to financial guarantees granted to banks.

The Group held cash and cash equivalents of R$ 194,295 on September 30, 2023 (R$ 185,727 as of December 31, 2022) and financial investments of R$ 39,192 on September 30, 2023 (R$ 96,299 as of December 31, 2022). The cash and cash equivalents and financial investments are held with bank and financial institution counterparties, which are rated BB- to A-, based on Standard & Poor’s ratings.

The carrying amount of financial assets represents the maximum credit exposure. The maximum credit risk exposure on the date of the financial statements is:

September 30, 2023 December 31, 2022
Hedge financial instruments – SWAP 11,017 11,194
Cash and cash equivalents 194,295 185,727
Financial investments 39,192 96,299
Trade receivables 422,218 501,671
Contract assets 239,796 217,250
Other receivables (current and non-current) 40,461 41,923
946,979 1,054,064

As of September 30, 2023, the exposure to credit risk for trade receivables, contract assets and other receivables by geographic region was as follows:

. September 30, 2023 December 31, 2022
North America 339,654 426,166
Europe 78,040 73,460
LATAM (Latin America) 272,792 246,270
APJ (Asia, Pacific and Japan) 11,989 14,948
Total 702,475 760,844

c.            Liquidity risk

The Group monitors liquidity risk by managing its cash resources and financial investments.

Liquidity risk is also managed by the Group through its cash flow projection, which aims to ensure the availability of funds to meet the Group’s both operational and financial obligations.

The Group also maintains approved credit limits with several financial institutions in order to adequate any level of liquidity arising from business demands, either in the short, medium or long term.

The maturities of the long-term installments of the loans are described in note 12.

The following are the remaining contractual maturities of financial liabilities on the reporting date. The amounts are gross and undiscounted, including contractual interest payments and excluding the impact of netting agreements:

42

Table of Contents

CI&T Inc.

Unaudited condensed consolidated interim financial statements

September 30, 2023

September 30, 2023
Carrying amount Cash contractual cash flow 6 months or less 6-12 months 1-2 years 2-5 Years
Non-derivative financial liabilities
Trade payables 16,958 16,958 16,958 - - -
Loans and borrowings 845,168 998,523 154,106 124,163 283,806 436,448
Lease liabilities 48,755 54,270 12,224 9,780 13,878 18,388
Accounts payable for business combination 165,469 180,676 30,162 12,164 112,835 25,515
Contract liabilities 12,954 12,954 12,954 - - -
Other payables (current and non-current) 43,146 43,146 43,146 - - -
Non-derivatives financial instruments 34,721 34,721 34,721 - - -
1,167,171 1,341,248 304,271 146,107 410,519 480,351
December 31, 2022
--- --- --- --- --- --- ---
Carrying amount Cash contractual cash flow 6 months or less 6- 12 months 1-2 years 2-5 Years
Non-derivative financial liabilities
Trade payables 33,376 33,376 33,376 - - -
Loans and borrowings 974,231 1,176,743 146,564 107,207 273,298 649,674
Lease liabilities 62,808 70,837 13,903 11,480 17,981 27,473
Accounts payable for business combination 204,949 229,547 64,888 7,484 95,858 61,317
Contract liabilities 32,136 32,136 32,136 - - -
Other payables (current and non-current) 51,031 51,031 51,031 - - -
Derivatives 4,109 4,109 4,109 - - -
Non-derivatives financial instruments 35,169 35,169 35,169 - - -
1,397,809 1,632,948 381,176 126,171 387,137 738,464

23.3            Derivative financial instruments

The Group held derivative financial instruments to hedge its foreign currency and interest rate risk exposures.

The Group entered into an interest rate swap transaction with the purpose of hedging the exposure to variable interest rate related to the Export Credit Note – NCE.

In May 2022, the Group entered a swap operation exchanging the CDI based rate to a US$ prefixed rate, related to a portion of an Export Credit Note - NCE.

The interest rate profile of the Group’s interest-bearing financial instruments, as reported to the Group’s Management, is as follows:

43

Table of Contents

CI&T Inc.

Unaudited condensed consolidated interim financial statements

September 30, 2023

September 30, 2023
Maturity Notional (US$) Notional in R$ Floating rate receivable Fixed rate payable Fair value
07/16/2026 30,000 152,100 SOFR Overnight 3.07% 9,739
07/07/2026 - 100,000 CDI Foreign Exchange + 4.90% 1,278
11,017
December 31, 2022
--- --- --- --- --- ---
Maturity Notional (US$) Notional in R$ Floating rate receivable Fixed rate payable Fair value
07/16/2026 30,000 152,100 3-months LIBOR 3.07% 11,194
07/07/2026 - 100,000 CDI Foreign Exchange + 4.90% (4,109)
7,085

23.4            Classification of financial instruments by type of measurement of fair value

The Group has financial instruments measured at fair value, which are qualified as defined below:

Carrying Amount Fair value
September 30, 2023 December 31, 2022 September 30, 2023 December 31, 2022
Level 2
Derivatives:
Interest rate swap 11,017 7,085 11,017 7,085
Total 11,017 7,085 11,017 7,085
Non-derivatives:
Lease liabilities (48,755) (62,808) (48,755) (62,808)
Loans and borrowings (845,168) (974,231) (845,168) (974,231)
Accounts payable for business combination (165,469) (204,949) (165,469) (204,949)
Total (1,059,392) (1,241,988) (1,059,392) (1,241,988)
Total (1,048,375) (1,234,903) (1,048,375) (1,234,903)

Cash and cash equivalents, financial investments, trade receivables, suppliers and other payables were not included in the table above. The Group understands that these financial instruments have no classification, as the carrying amount of these items is a reasonable approximation of fair value.

44

Table of Contents

CI&T Inc.

Unaudited condensed consolidated interim financial statements

September 30, 2023

24            Related parties

Transactions with key management personnel

The Group paid R$ 8,962 as of September 30, 2023 (R$ 8,788 as of September 30, 2022) as direct compensation to key management personnel. These amounts correspond to the executive board compensation, related social charges and short-term benefits and are recorded under line “General and administrative expenses”.

The executive officers also participate in the Group's stock-based compensation program (see note 17). For the period ended on September 30, 2023, R$ 128 (R$ 16 on September 30, 2022) were recognized in the statement of profit or loss.

The Group has no additional post-employment obligation, as well as no other long-term benefits, such as premium leave and other severance benefits. The Group also does not offer other benefits in connection with the dismissal of its Senior Management’s members.

25            Operating segments

Operating segments are defined based on business activities that reflect how CODM - Chief Operating Decision Maker reviews financial information for decision.

The Group's CODM is the Group's Board of Director. The CODM is in charge of the operational decisions of resource allocation and performance evaluation. The CODM considers the whole Group as a single operating and reportable segment, monitoring operations, making decisions on fund allocation and evaluating performance based on a single operating segment.

26            Subsequent events

Share repurchase program

On November 16, 2023, the Board of Directors approved a new share repurchase program, pursuant to which the Company may repurchase up to 2.5 million of its outstanding class A common shares until December 31, 2024.

45

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date:  November 17, 2023

CI&T Inc
By: /s/ Stanley Rodrigues
Name: Stanley Rodrigues
Title: Chief Financial Officer