ZENVF 6-K
Zenvia Inc. (ZENVF)
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 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of September 2025.
Commission File Number 001-40628
Zenvia Inc.
(Exact name of registrant as specified in its charter)
N/A
(Translation of registrant’s name into English)
Avenida Paulista, 2300, 18th Floor, Suites 182 and 184
São Paulo, São Paulo, 01310-300
Brazil
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover 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): ¨
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): ¨
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Zenvia Inc. Unaudited Interim condensed consolidated financial statements as of June 30, 2025 |
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Contents
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Unaudited interim condensed consolidated statement of financial position at
June 30, 2025
(In thousands of Reais)
| Assets | Note | June 30, 2025 | December 31, 2024 |
| Current assets | |||
| Cash and cash equivalents | 5 | 32,611 | 116,884 |
| Trade and other receivables | 7 | 203,895 | 171,190 |
| Recoverable tax assets | 8 | 20,112 | 19,572 |
| Prepayments | 9 | 6,098 | 5,157 |
| Other assets | 8,424 | 6,187 | |
| Total current assets | 271,140 | 318,990 | |
| Non-current assets | |||
| Restricted cash | 6 | 3,415 | 10,891 |
| Prepayments | 9 | 230 | 423 |
| Deferred tax assets | 24 | 85,642 | 77,304 |
| Property, plant and equipment | 10 | 12,728 | 15,350 |
| Right-of-use assets | 17 | 3,426 | 2,497 |
| Intangible assets | 11 | 1,295,689 | 1,318,099 |
| Total non-current assets | 1,401,130 | 1,424,564 | |
| Total assets | 1,672,270 | 1,743,554 |
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Zenvia Inc.
Unaudited interim condensed consolidated statement of financial position at June 30, 2025
(In thousands of Reais)
| Liabilities | Note | June 30, 2025 | December 31, 2024 |
| Current liabilities | |||
| Trade and other payables | 12 | 457,911 | 445,804 |
| Loans, borrowings and debentures | 13 | 78,014 | 81,137 |
| Liabilities from acquisitions | 14 | 113,940 | 90,920 |
| Employee benefits | 15 | 32,059 | 21,109 |
| Tax liabilities | 16 | 25,415 | 28,612 |
| Lease liabilities | 17 | 1,744 | 1,511 |
| Deferred revenue | 6,237 | 5,371 | |
| Derivative financial instruments | 54 | 295 | |
| Total current liabilities | 715,374 | 674,759 | |
| Non-current liabilities | |||
| Liabilities from acquisitions | 14 | 157,279 | 189,886 |
| Loans and borrowings | 13 | 14,598 | 45,718 |
| Provisions for tax, labor and civil risks | 18 | 1,614 | 804 |
| Lease liabilities | 17 | 1,948 | 1,309 |
| Trade and other payables | 12 | - | 15,528 |
| Employee benefits | 15 | 2,043 | 2,056 |
| Derivative financial instruments | 16,622 | 41,814 | |
| Tax liabilities | 16 | 20,631 | 265 |
| Total non-current liabilities | 214,735 | 297,380 | |
| Equity | 20 | ||
| Capital | 1,007,522 | 1,007,522 | |
| Reserves | 243,121 | 230,901 | |
| Foreign currency translation reserve | 1,694 | 4,847 | |
| Other components of equity | 2,394 | 2,394 | |
| Accumulated losses | (512,570) | (474,249) | |
| Total equity | 742,161 | 771,415 | |
| Total equity and liabilities | 1,672,270 | 1,743,554 |
See the accompanying notes to the interim condensed consolidated financial statements.
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Unaudited interim condensed consolidated statement of profit or loss and other
comprehensive
income for the three and six-months periods ended June 30, 2025 and
2024
(In thousands of Reais)
| Three months ended June 30, | Six months ended June 30, | |||||
| Note | 2025 | 2024 | 2025 | 2024 | ||
| Revenue | 21 | 285,701 | 231,159 | 581,647 | 443,795 | |
| Cost of services | 22 | (229,337) | (143,624) | (463,626) | (275,403) | |
| Gross profit | 56,364 | 87,535 | 118,021 | 168,392 | ||
| Operating expenses | ||||||
| Sales and marketing expenses | 22 | (25,352) | (26,001) | (53,880) | (53,360) | |
| General and administrative expenses | 22 | (24,441) | (33,293) | (48,192) | (64,563) | |
| Research and development expenses | 22 | (9,546) | (14,071) | (20,108) | (28,867) | |
| Allowance for expected credit losses | 22 | (1,654) | (1,464) | (1,662) | (6,895) | |
| Other income and expenses, net | 22 | (5,618) | (2,690) | (6,630) | (14,406) | |
| Operating gain(loss) | (10,247) | 10,016 | (12,451) | 301 | ||
| Financial Income (Expenses) | ||||||
| Finance expenses | 23 | (37,530) | (37,895) | (58,696) | (105,133) | |
| Finance income | 23 | 4,762 | 438 | 32,131 | 7,472 | |
| Financial expenses, Net | (32,768) | (37,457) | (26,565) | (97,661) | ||
| Loss before taxes | (43,015) | (27,441) | (39,016) | (97,360) | ||
| Income Tax and Social Contribution | ||||||
| Deferred income tax and social contribution | 24 | 5,100 | 14,011 | 8,337 | 30,094 | |
| Current income tax and social contribution | 24 | (4,068) | (2,507) | (7,642) | (4,927) | |
| Total Income Tax and Social Contribution | 1,032 | 11,504 | 695 | 25,167 | ||
| Loss of the period | (41,983) | (15,937) | (38,321) | (72,193) | ||
| Loss attributable to: | ||||||
| Owners of the Company | (41,983) | (16,045) | (38,321) | (72,419) | ||
| Non-controlling interests | - | 108 | - | 226 | ||
| Loss per share (expressed in Reais per share) | ||||||
| Basic | 25 | (0.802) | (0.327) | (0.732) | (1.477) | |
| Diluted | 25 | (0.802) | (0.327) | (0.732) | (1.477) | |
| Other comprehensive income | ||||||
| Cumulative translation adjustments from operations in foreign currency | (335) | (7,607) | (2,281) | (5,317) | ||
| Total comprehensive loss for the period | (42,318) | (23,544) | (40,602) | (77,510) | ||
| Total comprehensive loss attributable to: | ||||||
| Owners of the Company | (42,318) | (23,652) | (40,602) | (77,736) | ||
| Non-controlling interests | - | 108 | - | 226 | ||
See the accompanying notes to the interim condensed consolidated financial statements.
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Unaudited interim condensed consolidated statement of changes in equity
For the six months period ended June 30, 2025 and 2024
(In thousands of reais)
| Other comprehensive income | ||||||||
| Capital | Capital reserve | Retained earnings (loss) | Foreign currency translation reserve | Other components of equity | Attributable to owners of the Company | Non-controlling interests | Total equity | |
| Balance at January 1, 2024 | 957,525 | 247,464 | (319,591) | 3,129 | 283 | 888,810 | 137 | 888,947 |
| Loss of the year | - | - | (72,419) | - | - | (72,419) | 226 | (72,193) |
| Other components of equity | - | - | - | - | - | - | 26 | 26 |
| Cumulative translation adjustments from operations in foreign currency | - | - | - | (5,317) | - | (5,317) | - | (5,317) |
| Capital increase from private placement investments (Note 16) | 49,997 | (49,159) | - | - | - | 838 | - | 838 |
| Share-based compensation | - | 3,445 | - | - | - | 3,445 | - | 3,445 |
| Issuance of shares - profit-sharing program | - | 5,137 | - | - | - | 5,137 | - | 5,137 |
| Balance at June 30, 2024 | 1,007,522 | 206,887 | (392,010) | (2,188) | 283 | 820,494 | 389 | 820,883 |
| Balance at January 1, 2025 | 1,007,522 | 230,901 | (474,249) | 4,847 | 2,394 | 771,415 | - | 771,415 |
| Profit for the period | - | - | (38,321) | - | - | (38,321) | - | (38,321) |
| Issuance of shares – ATM (At-the-Market) | - | 7,908 | - | - | - | 7,908 | - | 7,908 |
| Cumulative translation adjustments from operations in foreign currency | - | - | - | (3,153) | - | (3,153) | - | (3,153) |
| Share-based compensation | - | 4,312 | - | - | - | 4,312 | - | 4,312 |
| Balance at June 30, 2025 | 1,007,522 | 243,121 | (512,570) | 1,694 | 2,394 | 742,161 | - | 742,161 |
See the accompanying notes to the interim condensed consolidated financial statements.
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Unaudited interim condensed consolidated statement of cash flows
For the six months period ended June 30, 2025 and 2024
(In thousands of reais)
Six months period ended June 30 | |||
| Note | 2025 | 2024 | |
| Cash flow from operating activities | |||
| Profit (loss) for the period | (38,321) | (72,193) | |
| Adjustments for: | |||
| Income tax and social contribution | (695) | (25,167) | |
| Depreciation and amortization | 22 | 43,021 | 46,379 |
| Allowance for expected credit losses | 7 | 1,662 | 6,895 |
| Provisions for tax, labor and civil risks | 18 | 179 | 1,779 |
| Provision for bonus and profit sharing | 9,039 | 9,815 | |
| Share-based compensation | 5,949 | 4,088 | |
| Provision for earn-out and compensation | 225 | - | |
| Interest from loans and borrowings | 13 | 9,651 | 8,303 |
| Interest on leases | 254 | 327 | |
Exchange variation and Interest and adjustment to present value (APV) on liabilities from acquisition |
1,293 | 1,670 | |
| Loss on write-off of intangible assets | - | 148 | |
| Effect of hyperinflation | 1,461 | 2,335 | |
| Amortization of loan costs | 786 | - | |
| Decrease (Increase) of fair value of derivative financial instruments | 23 | (23,149) | 33,211 |
| Changes in assets and liabilities | |||
| Trade and other receivables | 7 | (37,074) | (29,655) |
| Prepayments | (748) | (3,904) | |
| Other assets | (9,789) | (8,997) | |
| Suppliers | (7,905) | 23,274 | |
| Employee benefits | 261 | (6,732) | |
| Other liabilities | 36,904 | 24,464 | |
| Cash (used in) / from operating activities | (6,996) | 16,040 | |
| Interest paid on loans and leases | (7,575) | (7,266) | |
| Income taxes paid | (3,072) | (3,505) | |
| Net cash flow (used in) / from operating activities | (17,643) | 5,269 | |
| Cash flow from investing activities | |||
| Restricted cash | 6 | 7,476 | (346) |
| Acquisition of property, plant and equipment | 10 | (278) | (8,566) |
| Proceeds from disposal of PPE | 10 | - | |
| Acquisition of Intangible assets | 11 | (17,554) | (24,595) |
| Net cash used in investing activities | (10,346) | (33,507) | |
| Cash flow from financing activities | |||
| Capital Increase | 20 | - | 49,997 |
| Proceeds from loans and borrowings | 13 | 8,642 | 50,801 |
| Issuance of shares – ATM (At-the-Market) | 7,908 | - | |
| Payment of debt issuance costs | 13 | - | 383 |
| Payment of borrowings | 13 | (45,978) | (10,780) |
| Payment of lease liabilities | 17 | (1,035) | (1,062) |
| Payments in installments for acquisition of subsidiaries | 14 | (27,998) | (34,546) |
| Net cash (used in)/from financing activities | (58,461) | 54,793 | |
| Exchange rate change on cash and cash equivalents | 2,177 | (886) | |
| Net (decrease)/ increase in cash and cash equivalents | (84,273) | 25,669 | |
| Cash and cash equivalents at January 1 | 116,884 | 63,742 | |
| Cash and cash equivalents at June 30 | 32,611 | 89,411 | |
See the accompanying notes to the interim condensed consolidated financial statements.
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Notes to the Interim Condensed Consolidated Financial Statements (In thousands of Reais) |
| 1. | Operations |
Zenvia Inc. (“Zenvia”) was incorporated in November 2020, as a Cayman Islands exempted company with limited liability duly registered with the Registrar of Companies of the Cayman Islands. These consolidated financial statements comprise Zenvia and its subsidiaries (together referred to as the “Company”). The Company is involved in implementation of a multi-channel communication of a cloud-based platform that enables organizations to integrate several communication capabilities (including short message service, or SMS, WhatsApp, Voice, WebChat and Facebook Messenger) into their software applications and with a combination of Software as a Service (SaaS) portfolio providing clients with unified end-to-end customer experience SaaS platform to digitally interact with their end-consumers in a personalized way.
As of June 30, 2025, the Company has a negative consolidated working capital in the amount of R$444,234 (current assets of R$271,140 and current liabilities of R$715,374) mainly as a result of past acquisitions, leading to concerns about the Company’s ability to continue as a going concern.
Management has taken many initiatives to increase profitability since 2022, such as reduction of the Company’s workforce by 25%. While these actions were instrumental for the Company to deliver improved cash generation in FY 2024 and beginning of 2025, management is committed to continue pursuing new operational efficiencies for the next 12 months. In February 2024, Management concluded several renegotiations with its creditors, including banks, debenture holders and holders of other liabilities related to past M&A activity. These renegotiations include an extension of payment terms on bank loans and debentures from 18 months to 36 months (final maturity December 2026), extension of liabilities related to past M&As from 36 months to up to 60 months (final maturity December 2028) and the possibility of converting certain M&A liabilities into Zenvia´s equity (potential conversion estimated at circa 30% of total M&A liabilities). Additionally, in February 2024, the controlling shareholder injected a total of R$50,000 as new equity in the Company. Since April 2024, the Company received five new credit lines from local banks in Brazil in the total amount of circa R$80,000 and was granted additional grace periods on amortization of existing credit lines, attesting the improved perception over the Company's credit profile. Additionally, the Company acquired R$180,000 in working capital credit lines from carriers in Brazil. Considering the Company’s short-term financial contractual obligations and commitments after giving effect to the above-mentioned renegotiations and capital injection, management expects a cash outlay of R$114,786 for the next 12 months mainly for its existing short-term indebtedness as it becomes due, including interest, and payments due from acquisitions. Despite the above-mentioned initiatives and given the expected future operating cash flow, management will continue to seek to optimize the Company's working capital needs by renegotiating payment terms with suppliers and anticipating future revenues with clients. As announced on January 13, 2025, the Company has initiated a new strategic cycle that will focus on its SaaS business, namely on the recently launched Zenvia Customer Cloud. As a result, management has been proactively evaluating opportunities to divest assets that fall outside the scope of Zenvia Customer Cloud, including the CPaaS business. Management believes that the combination of proceeds from divestments, improved working capital and renegotiations of its existing debt is key to ensure that the positive projected cash flows from operations will be sufficient for the Company’s financial requirements for the next twelve months, and therefore that the Company will be able to continue operating as a going concern. Although there is still uncertainty about how long it will take for these actions to be fully executed, as of June 30, 2025, these financial statements do not include any adjustments that may result from the inability to continue operating.
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Notes to the Interim Condensed Consolidated Financial Statements (In thousands of Reais) |
| a. | Business combination – Movidesk Ltda. (“Movidesk”) |
On May 2, 2022, the Company, through its subsidiary Zenvia Brazil, acquired 98.04% of the shares of Movidesk Ltda., referred to as “Movidesk”. At that time, Zenvia Brazil also obtained call options to acquire the remaining 1.96% of the share capital. On February 23 and March 22, 2024, the executive sellers exercised the Purchase Option, resulting in Zenvia acquiring the remaining shares and achieving 100% ownership of Movidesk.
On February 6, 2024, prior to the completion of the acquisition, Zenvia Brazil renegotiated the earnout arrangement with Movidesk, with
a total balance of R$206,699 as of December 31, 2023. Payment terms were extended to a total of 60 months, with final maturity in December
2028. Zenvia also obtained an option to convert R$100,000 of the total debt into equity R$50,000 may be converted until December 31, 2025,
and the remaining balance in up to six semiannual installments beginning January 1, 2026.
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Notes to the Interim Condensed Consolidated Financial Statements (In thousands of Reais) |
| 2. | Company’s subsidiaries |
| June 30, 2025 | December 31, 2024 | ||||
| Country | Direct | Indirect | Direct | Indirect | |
| Subsidiaries | % | % | % | % | |
| Zenvia Mobile Serviços Digitais S.A. | Brazil | 100 | - | 100 | - |
| MKMB Soluções Tecnológicas Ltda. | Brazil | - | 100 | - | 100 |
| Zenvia US Corporation (i) | USA | - | 100 | - | 100 |
| Zenvia México | Mexico | - | 100 | - | 100 |
| Zenvia Voice Ltda | Brazil | - | 100 | - | 100 |
| One to One Engine Desenvolvimento e | Brazil | - | 100 | - | 100 |
| Licenciamento de Sistemas de Informática S.A. | |||||
| Sensedata Tecnologia Ltda. | Brazil | - | 100 | - | 100 |
| Zenvia Argentina S.A. (ii) | Argentina | - | 100 | - | 100 |
| Movidesk S.A. | Brazil | - | 100 | - | 98.04 |
| Rodati Motors Central de Informações de Veículos Automotores Ltda. | Brazil | - | 100 | - | 100 |
| (i) | On February 07, 2024, the subsidiary formerly known as Rodati Motors Corporation changed its legal name to Zenvia US Corporation. |
| (ii) | On April 19, 2024, the subsidiary formerly known as Rodati Services S.A. changed its legal name to Zenvia Argentina S.A. |
As of June 30, 2025, the Company's consolidated structure no longer includes subsidiaries that were merged or liquidated prior to December 31, 2024. Such events are disclosed in the footnotes below, for comparative and informational purposes.
| 3. | Preparation basis |
The interim condensed consolidated financial statements for the six months period ended June 30, 2025, have been prepared in accordance with IAS 34 Interim Financial Reporting, the Company has prepared the financial statements on the basis that the interim condensed consolidated financial statements do not include all the information and disclosures required in the annual financial statements, and should be read in conjunction with the Company’s annual consolidated financial statements as at December 31, 2024.
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Notes to the Interim Condensed Consolidated Financial Statements (In thousands of Reais) |
The issuance of these interim condensed consolidated financial statements was approved by the Executive Board of Directors on September 10, 2025.
| a. | Measurement basis |
The interim condensed consolidated financial statements were prepared based on historical cost, except for certain financial instruments measured at fair value, as described in the following accounting practices. See item (d) below for information on the measurement of financial information of subsidiaries located in hyperinflationary economies.
| b. | Functional and presentation currency |
These interim condensed consolidated financial statements are presented in Brazilian Real (R$), which is the Company’s functional currency. All amounts have been rounded to the nearest thousand, unless otherwise indicated.
The functional currency of the subsidiary Zenvia US Corporation is the US Dollar. The indirect subsidiaries of the Company have the following functional currencies: Rodati Motors Central de Informações de Veículos Automotores Ltda. has the local currency, Brazilian Real (BRL), as its functional currency; Zenvia Argentina S.A. has the local currency, Argentine Peso (ARG), as its functional currency; and Zenvia México has the local currency, Mexican Pesos (MEX), as its functional currency.
| c. | Foreign currency translation |
For the consolidated Company subsidiaries in which the functional currency is different from the Brazilian Real, the interim condensed consolidated financial statements are translated to Real as of the closing date. Monetary assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rate at the reporting date. Non-monetary assets and liabilities that are measured at fair value in a foreign currency are translated into the functional currency at the exchange rate when the fair value was determined. Non-monetary items that are measured based on historical cost in a foreign currency are translated at the exchange rate at the date of the transaction. Foreign currency differences are generally recognized in profit or loss and presented within finance costs.
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Notes to the Interim Condensed Consolidated Financial Statements (In thousands of Reais) |
| d. | Accounting and reporting in highly hyperinflationary economy |
In June 2025, Argentina continued to be classified as a hyperinflationary economy under IAS 29, as the cumulative inflation over the past three years remained above the indicative threshold. Accordingly, the adoption of the accounting and reporting standard in hyperinflationary economies remained mandatory for the subsidiary Zenvia Argentina S.A., located in Argentina.
Non-monetary assets and liabilities, the equity and the statement of profit or loss of subsidiaries that operate in hyperinflationary economies are adjusted by the change in the general purchasing power of the currency, applying a general price index.
The financial statements of an entity whose functional currency is the currency of a hyperinflationary economy based on current cost approach are in terms of the current measurement unit at the balance sheet date and translated into Real at the closing exchange rate for the period. The impacts of changes in general purchasing power were reported as finance costs in the statements of profit or loss of the Company.
IAS 29 generated an impact for the six months ended June 30, 2025, in the finance result in the amount of R$1,461 (R$2,335 for the six months ended June 30, 2024)
| e. | Critical use of estimates and accounting judgments |
In preparing these interim condensed consolidated financial statements, management has made judgements 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. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to estimates are recognized prospectively.
Judgments:
Information about judgments referring to the adoption of accounting policies which impact significantly the amounts recognized in the financial statements are included in the following notes:
Note 12 - Intangible assets: determination of useful lives of intangible assets.
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Notes to the Interim Condensed Consolidated Financial Statements (In thousands of Reais) |
Uncertainties on assumptions and estimates:
Information on uncertainties as to assumptions and estimates that pose a high risk of resulting in a material adjustment within the next fiscal year are included in the following notes:
Note 7 – Allowance for expected losses: main assumptions in the determination of loss rate.
Note 11 - Impairment test of intangible assets, intangible assets with an indefinite useful life and goodwill: assumptions regarding projections of generation of future cash flows.
Note 18 - Provision for labor, tax and civil risks: main assumptions regarding the likelihood and magnitude of the cash outflows.
Note 19 – Long-Term Incentive Programs and Management remuneration: the provision is determined at the contract signing date, based on the share value and exchange rate at that moment, with no subsequent adjustments.
Note 24 – recognition of deferred tax assets: availability of future taxable profit against which deductible temporary differences and tax losses carried forward can be utilized.
| (i) | Measurement of fair value |
A series of Company’s accounting policies and disclosures requires the measurement of fair value, for financial and non-financial assets and liabilities.
Evaluation process includes the regular review of significant non-observable data and valuation adjustments. If third-party information, such as brokerage firms’ quotes or pricing services, is used to measure fair value, then the evaluation process analyzes the evidence obtained from the third parties to support the conclusion that such valuations meet the IFRS requirements, including the level in the fair value hierarchy in which such valuations should be classified.
When measuring the fair value of an asset or liability, the Company uses observable data as much as possible. Fair values are classified at different levels according to hierarchy based on information (inputs) used in valuation techniques, as follows:
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Notes to the Interim Condensed Consolidated Financial Statements (In thousands of Reais) |
| — | Level 1: Prices quoted (not adjusted) in active markets for identical assets and liabilities. |
| — | Level 2: Inputs, except for quoted prices, included in Level 1 which are observable for assets or liabilities, directly (prices) or indirectly (derived from prices). |
| — | Level 3: Inputs, for assets or liabilities, which are not based on observable market data (non-observable inputs). |
The Company recognizes transfers between fair value hierarchy levels at the end of the financial statements’ period in which changes occurred.
| 4. | New standards, amendments, and interpretations of standards |
| 4.1. | New currently effective requirement |
The accounting policies adopted in the preparation of the interim condensed consolidated financial statements are consistent with those followed in the preparation of the Company’s annual consolidated financial statements for the year ended December 31, 2024, except for the adoption of new standards effective as of January 1st, 2025. The Company has not early adopted any standard, interpretation or amendment that has been issued but is not yet effective.
The following amended standards and interpretations did not have a material impact on the Company’s consolidated financial statements:
| ● | Amendments to IAS 21: Lack of exchangeability; |
| ● | Amendments to IAS 1: Classification of Liabilities as Current or Non-current/ - Classification of liabilities as current or non-current/ Non-current liabilities with covenants; |
| ● | Pillar 2 in Brazil (“MP”) n° 1,262/2024: imposes a corporate tax surcharge (Additional CSLL) intended to function as Brazil’s QDMTT (Qualified Domestic Minimum Top-up Tax) starting January 1, 2025 |
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Notes to the Interim Condensed Consolidated Financial Statements (In thousands of Reais) |
| 5. | Cash and cash equivalents and financial investments |
| June 30, 2025 | December 31, 2024 | |
| Cash and banks | 19,839 | 47,228 |
| Short-term investments maturing in up to 90 days (a) | 12,772 | 69,656 |
| Total | 32,611 | 116,884 |
| Cash and cash equivalents | 32,611 | 116,884 |
| (a) | Highly liquid short-term interest earning bank deposits are readily convertible into a known amount of cash and subject to an insignificant risk of change of value. They are substantially represented by interest earning bank deposits at rates 100% of the CDI rate (Interbank Interest Rate in Brazil). |
| 6. | Restricted cash |
The amount of R$3,304 invested in a Bank Deposit Certificate in December 2024 refers to the contractual guarantee for the loan from Votorantim S.A. Minimum Guarantee Percentage: 33% of the outstanding balance of the guaranteed operation. As of June 30, 2025, the balance was R$3,415.
In October 2024, the Company invested R$7,500 in a Bank Deposit Certificate (“CDB”) as a contractual guarantee for the loan
with Banco BTG Pactual S.A., corresponding to 30% of the outstanding balance of the secured operation. The amount was fully redeemed
during the second quarter of 2025, with no balance outstanding as of June 30, 2025.
| 7. | Trade and other receivables |
| June 30, 2025 | December 31, 2024 | |
| Domestic | 249,743 | 217,809 |
| Abroad | 26,419 | 25,080 |
| 276,162 | 242,889 | |
| Allowance for expected credit losses | (72,267) | (71,699) |
| Total | 203,895 | 171,190 |
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Notes to the Interim Condensed Consolidated Financial Statements (In thousands of Reais) |
Changes in allowance for expected credit losses are as follows:
| June 30, 2025 | December 31, 2024 | |
| Balance at the Beginning year | (71,699) | (57,328) |
| Additions | (4,459) | (23,667) |
| Reversal | 2,797 | 7.601 |
| Write-offs | 3,801 | 3,073 |
| Exchange variation | (2,707) | (1,378) |
| Balance at the End of the year | (72,267) | (71,699) |
The breakdown of accounts receivable from customers by maturity is as follows:
| June 30, 2025 | December 31, 2024 | |
| Current | 206,804 | 169,972 |
| Overdue (days): | ||
| 1–30 | 13,621 | 14,184 |
| 31–60 | 4,020 | 8,597 |
| 61–90 | 2,519 | 4,743 |
| 91–120 | 4,185 | 2,385 |
| 121–150 | 3,981 | 3,020 |
| >150 | 41,032 | 39,988 |
| Total | 276,162 | 242,889 |
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Notes to the Interim Condensed Consolidated Financial Statements (In thousands of Reais) |
| 8. | Recoverable tax assets |
| June 30, 2025 | December 31, 2024 | |
| Corporate income tax (IRPJ) (a) | 1,065 | 586 |
| Social contribution (CSLL) (a) | 377 | 383 |
| Federal VAT (PIS/COFINS) (b) | 16,288 | 14,408 |
| Federal Social Security Tax on Gross Revenue (CPRB) (c) | - | 1,676 |
| Others | 2,382 | 2,519 |
| Total tax assets | 20,112 | 19,572 |
| Current | 20,112 | 19,572 |
| Non-current | - | - |
| (a) | Income tax and social contribution - the balance is composed by amounts withheld and advances of corporate income tax and social contribution carried out in the previous years. |
| (b) | The Company is eligible for PIS and COFINS (Federal VAT) tax credits on SMS cost invoices issued by the operator, as it collects contributions to PIS and COFINS on a non-cumulative basis at rates of 1.65% and 7.6% |
| (c) | The Company has recognized the favorable rulings from the Federal Regional Court regarding the writ of security, which affirmed the right to calculate the Brazilian Social Security (“INSS – Instituto Nacional de Seguridade Social”) contributions for the period from November 2012 to November 2015 based on gross revenue (CPRB), rather than on payroll. The corresponding tax credit was recognized in 2024, and the full amount was offset against federal tax payments through the first quarter of 2025. |
| 9. | Prepayments |
| June 30, 2025 | December 31, 2024 | |
| Software license | 4,958 | 3,631 |
| Insurance | 648 | 851 |
| Other | 722 | 1,098 |
| Total | 6,328 | 5,580 |
| Current | 6,098 | 5,157 |
| Non-current | 230 | 423 |
| 15 |
| |
Notes to the Interim Condensed Consolidated Financial Statements (In thousands of Reais) |
| 10. | Property, plant and equipment |
| 10.1. | Breakdown of balances |
| Average annual depreciation rates (%) | Cost | Accumulated depreciation | Net balance June 30, 2025 | |
| Furniture and fixtures | 10 | 800 | (713) | 87 |
| Leasehold improvements | 10 | 1,609 | (1,507) | 102 |
| Data processing equipment | 20 | 27,765 | (15,303) | 12,462 |
| Machinery and equipment | 10 | 93 | (16) | 77 |
| Total | 30,267 | (17,539) | 12,728 |
| Average annual depreciation rates (%) | Cost | Accumulated depreciation | Net balance December 31, 2024 | |
| Furniture and fixtures | 10 | 800 | (665) | 135 |
| Leasehold improvements | 10 | 1,609 | (1,425) | 184 |
| Data processing equipment | 20 | 27,839 | (12,887) | 14,952 |
| Machinery and equipment | 10 | 93 | (14) | 79 |
| Total | 30,341 | (14,991) | 15,350 |
| 16 |
| |
Notes to the Interim Condensed Consolidated Financial Statements (In thousands of Reais) |
| 10.2. | Changes in property, plant and equipment |
| Average annual depreciation rates % | December 31, 2024 | Additions | Disposal | Hyperinflation adjustment | Exchange variations | June 30, 2025 | |
| Furniture and fixtures | 800 | - | - | - | - | 800 | |
| Leasehold improvements | 1,609 | - | - | - | - | 1,609 | |
| Data processing equipment | 27,839 | 119 | (24) | 12 | (181) | 27,765 | |
| Machinery and equipment | 93 | - | - | - | - | 93 | |
| Cost | 30,341 | 119 | (24) | 12 | (181) | 30,267 | |
| Furniture and fixtures | 10 | (665) | (48) | - | - | - | (713) |
| Leasehold improvements | 10 | (1,425) | (82) | - | - | - | (1,507) |
| Data processing equipment | 20 | (12,887) | (2,516) | 14 | (12) | 98 | (15,303) |
| Machinery and equipment | 10 | (14) | (2) | - | - | - | (16) |
| (-) Accumulated depreciation | (14,991) | (2,648) | 14 | (12) | 98 | (17,539) | |
| Total | 15,350 | (2,529) | (10) | - | (83) | 12,728 |
| 17 |
| |
Notes to the Interim Condensed Consolidated Financial Statements (In thousands of Reais) |
| Average annual depreciation rates % | December 31, 2023 | Additions | Disposals | Hyperinflation adjustment | Exchange variations | December 31, 2024 | |
| Furniture and fixtures | 800 | - | - | - | - | 800 | |
| Leasehold improvements | 1,609 | - | - | - | - | 1,609 | |
| Data processing equipment | 22,500 | 9,580 | (4,441) | 131 | 69 | 27,839 | |
| Machinery and equipment | 93 | - | - | - | - | 93 | |
| Cost | 25,002 | 9,580 | (4,441) | 131 | 69 | 30,341 | |
| Furniture and fixtures | 10 | (512) | (153) | - | - | - | (665) |
| Leasehold improvements | 10 | (1,262) | (163) | - | - | - | (1,425) |
| Data processing equipment | 20 | (11,341) | (5,442) | 4,085 | (131) | (58) | (12,887) |
| Machinery and equipment | 10 | (8) | (6) | - | - | - | (14) |
| (-) Accumulated depreciation | (13,123) | (5,764) | 4,085 | (131) | (58) | (14,991) | |
| Total | 11,879 | 3,816 | (356) | - | 11 | 15,350 |
| 18 |
| |
Notes to the Interim Condensed Consolidated Financial Statements (In thousands of Reais) |
| 11. | Intangible assets |
| 11.1. | Breakdown of balances |
| Average annual amortization rates % | Cost | Amortization | Net balance on June 30, 2025 | |
| Intangible assets under development | - | 54,002 | - | 54,002 |
| Software license | 20 to 50 | 37,858 | (21,065) | 16,793 |
| Database | 10 | 800 | (747) | 53 |
| Goodwill | - | 923,439 | - | 923,439 |
| Customer portfolio | 10 | 135,848 | (124,707) | 11,141 |
| Non-compete | 20 | 2,697 | (2,695) | 2 |
| Brands and patents | - | 29 | - | 29 |
| Platform | 20 | 529,398 | (239,168) | 290,230 |
| Total | 1,684,071 | (388,382) | 1,295,689 |
| Average annual amortization rates % | Cost | Amortization | Net balance on December 31, 2024 | |
| Intangible assets under development | - | 49,149 | - | 49,149 |
| Software license | 20 to 50 | 37,347 | (17,756) | 19,591 |
| Database | 10 | 800 | (707) | 93 |
| Goodwill | - | 923,439 | - | 923,439 |
| Customer portfolio | 10 | 135,848 | (122,650) | 13,198 |
| Non-compete | 20 | 2,697 | (2,695) | 2 |
| Brands and patents | - | 29 | - | 29 |
| Platform | 20 | 517,851 | (205,253) | 312,598 |
| Total | 1,667,160 | (349,061) | 1,318,099 |
| 19 |
| |
Notes to the Interim Condensed Consolidated Financial Statements (In thousands of Reais) |
| 11.2. | Changes in intangible assets |
| Average annual amortization rates % | December 31, 2024 | Additions | Transfers |
Hyperinflation adjustment |
Exchange variations | June 30, 2025 | |
| Intangible asset in progress | 49,149 | 17,018 | (12,114) | - | (51) | 54,002 | |
| Software license | 37,347 | 536 | - | 23 | (48) | 37,858 | |
| Database | 800 | - | - | - | - | 800 | |
| Goodwill | 923,439 | - | - | - | - | 923,439 | |
| Customer portfolio | 135,848 | - | - | - | - | 135,848 | |
| Non-compete | 2,697 | - | - | - | - | 2,697 | |
| Brands and patents | 29 | - | - | - | - | 29 | |
| Platform | 517,851 | - | 12,114 | 123 | (690) | 529,398 | |
| Cost | 1,667,160 | 17,554 | - | 146 | (789) | 1,684,071 | |
| Software license | 20 – 50 | (17,756) | (3,308) | - | (11) | 10 | (21,065) |
| Database | 10 | (707) | (40) | - | - | - | (747) |
| Customer portfolio | 10 | (122,650) | (2,057) | - | - | - | (124,707) |
| Non-compete | 20 | (2,695) | - | - | - | - | (2,695) |
| Platform | 20 | (205,253) | (33,909) | - | (105) | 99 | (239,168) |
| (-) Accumulated amortizations | (349,061) | (39,314) | - | (116) | 109 | (388,382) | |
| Total | 1,318,099 | (21,760) | - | 30 | (680) | 1,295,689 |
| 20 |
| |
Notes to the Interim Condensed Consolidated Financial Statements (In thousands of Reais) |
| Average annual amortization rates % | December 31, 2023 | Additions | Transfers | Disposals |
Hyperinflation adjustment |
Exchange variations | December 31, 2024 | |
| Intangible asset in progress | 47,124 | 50,672 | (47,959) | (1,117) | (369) | 798 | 49,149 | |
| Software license | 32,217 | 3,827 | 1,265 | - | 38 | - | 37,347 | |
| Database | 800 | - | - | - | - | - | 800 | |
| Goodwill | 923,439 | - | - | - | - | - | 923,439 | |
| Customer portfolio | 135,848 | - | - | - | - | - | 135,848 | |
| Non-compete | 2,697 | - | - | - | - | - | 2,697 | |
| Brands and patents | 29 | - | - | - | - | - | 29 | |
| Platform | 470,235 | - | 46,694 | - | 922 | - | 517,851 | |
| Cost | 1,612,389 | 54,499 | - | (1,117) | 591 | 798 | 1,667,160 | |
| Software license | 20 – 50 | (10,085) | (7,660) | - | - | (11) | - | (17,756) |
| Database | 10 | (627) | (80) | - | - | - | - | (707) |
| Customer portfolio | 10 | (111,186) | (11,464) | - | - | - | - | (122,650) |
| Non-compete | 20 | (1,954) | (741) | - | - | - | - | (2,695) |
| Platform | 20 | (141,210) | (63,923) | - | - | (120) | - | (205,253) |
| (-) Accumulated amortizations | (265,062) | (83,868) | - | - | (131) | - | (349,061) | |
| Total | 1,347,327 | (29,369) | - | (1,117) | 460 | 798 | 1,318,099 |
| 21 |
| |
Notes to the Interim Condensed Consolidated Financial Statements (In thousands of Reais) |
The amortization of intangibles includes the amount of R$27,703 for the six months period ended June 30, 2025 (R$32,229 for the six month period ended June 30, 2024) related to amortization of intangible assets acquired in business combinations, of which R$24,941 (R$25,439 for the six month period ended June 30, 2024) was recorded in costs of services and R$2,761 (R$6,790 for the six month period ended June 30, 2024) in administrative expenses.
The Company performs its annual impairment test in December and when circumstances indicate that the carrying value may be impaired. The Company impairment test for goodwill and intangible assets with indefinite lives is based on value-in-use calculations. The key assumptions used to determine the recoverable amount for the different cash generating units were disclosed in the annual consolidated financial statements for the year ended December 31, 2024. For the six months period ended June 30, 2025, The Company had no indications of impairment for its intangible assets, therefore an impairment test was not required.
| 12. | Trade and other payables |
| June 30, 2025 | December 31, 2024 | |
| Domestic suppliers | 401,262 | 338,028 |
| Abroad suppliers | 6,580 | 5,785 |
| Advance from customers | 10,035 | 5,807 |
| Related parties (a) | 34,365 | 106,083 |
| Other accounts payable | 5,669 | 5,629 |
| Total | 457,911 | 461,332 |
| Current | 457,911 | 445,804 |
| Non-current | - | 15,528 |
| (a) | The outstanding balances relate to transactions in the ordinary course of business with the Company’s shareholder Twilio Inc. (note 28). |
| 22 |
| |
Notes to the Interim Condensed Consolidated Financial Statements (In thousands of Reais) |
| 13. | Loans, borrowings and debentures |
|
Changes in cash |
Changes not affecting cash | ||||||||||||
| Interest rate p.a. | Current |
Non- current |
December 31, 2024 | Proceeds | Interest paid | Payments | Interest incurred | Amortized cost | June 30, 2025 | Current |
Non- current | ||
| Working capital | 100% CDI + 3.90% to 8.23% | 75,086 | 39,676 | 114,762 | 8,642 | (7,027) | (36,005) | 9,271 | 619 | 90,262 | 75,664 | 14,598 | |
| Debentures | 18.16% | 6,051 | 6,042 | 12,093 | - | (317) | (9,973) | 380 | 167 | 2,350 | 2.350 | - | |
| 81,137 | 45,718 | 126,855 | 8,642 | (7,344) | (45,978) | 9,651 | 786 | 92,612 | 78,014 | 14,598 | |||
|
Changes in cash |
Changes not affecting cash | |||||||||||||
| Interest rate p.a. | Current |
Non- current |
December 31, 2023 | Proceeds | Interest paid | Payments | Amortized cost | Interest incurred | Amortized cost | December 31, 2024 | Current |
Non- current | ||
| Working capital | 100% CDI + 3.90% to 6.55% | 30,148 | 39,519 | 69,667 | 103,870 | (14,764) | (59,247) | (2,889) | 16,603 | 1,522 | 114,762 | 75,086 | 39,676 | |
| Debentures | 18.16% | 6,043 | 12,086 | 18,129 | - | (2,640) | (6,176) | - | 2,646 | 134 | 12,093 | 6,051 | 6,042 | |
| 36,191 | 51,605 | 87,796 | 103,870 | (17,404) | (65,423) | (2,889) | 19,249 | 1,656 | 126,855 | 81,137 | 45,718 | |||
| 23 |
| |
Notes to the Interim Condensed Consolidated Financial Statements (In thousands of Reais) |
The portion classified in non-current liabilities has the following payment schedule:
| June 30, 2025 | December 31, 2024 | |
| 2026 | 13,362 | 45,416 |
| 2027 | 1,236 | 302 |
| Total | 14,598 | 45,718 |
Working Capital
In April 2025, the Company entered into a new loan agreement with Banco Santander in the amount of R$8,642, structured as five monthly installments of R$500 each and a final installment of R$6,142, maturing in October 2025. On the same date, the remaining balance of a previous loan agreement, originally contracted at R$25,000, with an outstanding balance of approximately R$6,000 as of April 2025, was fully settled.
Also in April 2025, the Company entered into a new loan agreement with Banco ABC in the amount of R$ 14,002, structured as four monthly installments of R$ 600, three monthly installments of R$1,500 each, and a final installment of R$ 7,100, maturing in December 2025. On the same date, the remaining balance of a previous loan agreement, originally contracted at R$ 18,000, with an outstanding balance of approximately R$ 14,000 as of April 2025, was fully settled.
Covenants
The Company has certain covenants related to its loans and financing, which are customary for agreements of this nature. The most restrictive financial covenant is related to leverage and is measured as follows:
| ● | A net debt-to-EBITDA ratio. For the relevant agreements, net debt is defined as gross debt (as set forth in the contracts) minus cash and cash equivalents, financial investments, and short- and long-term financial assets (such as derivatives). EBITDA is defined as earnings for the last twelve months before income tax and social contribution, depreciation and amortization, financial results, non-operational income and expenses, equity income from unconsolidated entities, and non-controlling interests, excluding the effects of IFRS 16 – Leases. |
As of June 30, 2025, the Company obtained a formal waiver from BTG Pactual regarding the Net Debt to Adjusted EBITDA covenant, originally set at 2.5x. Pursuant to the terms of the waiver, compliance with this covenant is deemed satisfied. The waiver applies exclusively to the interim financial statements for the quarters ended June 30, 2025 and September 30, 2025, and was formally documented through the appropriate consent.
| 24 |
| |
Notes to the Interim Condensed Consolidated Financial Statements (In thousands of Reais) |
As of June 30, 2025, the Company did not comply with the financial covenant set forth in the financing agreements with Itau, Riza e Votorantim, which required maintaining the Net Debt to Adjusted EBITDA ratio at no more than 2.0x. Pursuant to the contractual terms, the breach of this covenant would alternatively require an additional reduction of the Company’s acquisition-related liabilities in the minimum amount of R$50,000 (fifty million reais), through payment with shares of the Company’s parent or with proceeds from a capital contribution. The Company obtained a formal waiver from the lending banks with respect to this non-compliance, and therefore no event of default or early termination has been triggered.
In addition, Riza granted the Company a waiver for the covenant requiring the maintenance of an Adjusted Gross Margin above 30% (thirty percent) for the quarters ended March 31 and June 30, 2025.
Furthermore, the Company’s working capital agreements contain cross-default provisions, which may be triggered by a default under other financing agreements.
Accordingly, the Company was not in breach of any financial covenants related to the issuance of commercial notes or other financing instruments as of June 30, 2025, and remains in full compliance with all its contractual obligations. Management does not anticipate any short- or medium-term impacts on its operations arising from restrictive clauses or future covenant testing.
Contractual clauses
The Company holds financing agreements totaling R$75,830, which are secured by collateral ranging from 20% to 50% of its accounts receivable, and by financial investments recorded in current assets.
The Company also maintains financing agreements with Bradesco and Santander in the amounts of R$8,217 and R$7,720, respectively. These agreements are guaranteed by the assignment of receivables from Bradesco and Santander, who are also clients of the Company.
Through its subsidiary, One to One, the Company entered into a financing agreement involving the issuance of debentures secured by:
| 25 |
| |
Notes to the Interim Condensed Consolidated Financial Statements (In thousands of Reais) |
(i) the fiduciary assignment to the creditor of receivables totaling at least R$4,000 between November 30, 2023 and December 31, 2024, and R$3,000 between January 1, 2025 and December 31, 2025. These receivables must be processed through an escrow account controlled by the creditor and are released to the Company upon confirmation that the guarantees are in order; and
(ii) the fiduciary assignment of 10% of the Company’s equity interest.
On April 9, 2024, the Company executed an amendment to the agreement establishing:
(i) a new aggregate guarantee amount of R$6,500,
(ii) the removal of the minimum cash covenant, and
(iii) an extension of the deadline to reduce liabilities related to corporate acquisitions—originally totaling R$50 million—by one year, now set for March 31, 2025.
On January 31, 2025, a new amendment was signed, which:
(i) renegotiated the payment terms, stipulating that the final payment will occur on December 1, 2025, and removed the previously established guarantees due to this renegotiation;
(ii) extended the maturity date of the debenture issuance to December 1, 2025; and
(iii) established a new financial covenant, whereby the Net Debt to EBITDA ratio must be less than or equal to 2.0x as of the quarter ending June 30, 2025, through the maturity date.
| 14. | Liabilities from acquisitions |
| Liabilities from acquisitions | |||
| June 30, 2025 | December 31, 2024 | ||
| Acquisition of D1 (i) | 25,611 | 25,078 | |
| Acquisition of SenseData | 12,821 | 23,566 | |
| Acquisition of Movidesk (ii) | 232,787 | 232,162 | |
| Total liabilities from acquisitions | 271,219 | 280,806 | |
| Current | 113,940 | 90,920 | |
| Non-current | 157,279 | 189,886 | |
(i) On February 6, 2024, Zenvia Brazil renegotiated the D1 earnout, in the total outstanding amount of R$21,521. Payment terms were extended to a total of 36 months, with a six-month grace period and 30 monthly payments, with final maturity in December 2026. On November 28, 2024, the third amendment renegotiated the reduction of the installment amounts for the period from November 2024 to November 2025 and additional fees in the amount R$ 2,485 was recorded in liabilities due to the new amendment.
(ii) On February 6, 2024, Zenvia Brazil renegotiated the earnout with Movidesk, with a total balance of R$206,699 as of December 31, 2023. Payment terms have been extended to a total of 60 months, with final due date in December 2028, with Zenvia option to convert approximately R$100,000 of total debt into equity, subject to certain conversion deadlines agreed between the parties.
Set out below are the future payments of the Liabilities from acquisition as at June 30, 2025, as follows:
| 26 |
| |
Notes to the Interim Condensed Consolidated Financial Statements (In thousands of Reais) |
| D1 | Sensedata | Movidesk | |
| 2025 | 4,270 | 12,821 | 62,464 |
| 2026 | 21,341 | - | 52,419 |
| 2027 | - | - | 59,799 |
| 2028 | - | - | 58,105 |
| Total | 25,611 | 12,821 | 232,787 |
| 15. | Employee benefits |
| June 30, 2025 | December 31, 2024 | |
| Salary | 3,671 | 3,331 |
| Labor provisions (vacation) | 16,305 | 16,918 |
| Provision for bonus | 9,179 | 157 |
| Other obligations | 1,367 | 636 |
| Long-term benefits (a) | 3,580 | 2,124 |
| Total | 34,102 | 23,166 |
| Current | 32,059 | 21,109 |
| Non-current | 2,043 | 2,056 |
| (a) | Effect of the provision for taxes to be paid on the delivery of restricted Class A common shares (“RSU”) of the plan described in Note 19. |
| 16. | Tax liabilities |
| June 30, 2025 | December 31, 2024 | |
| Social security | 1,848 | 2,284 |
| Severance indemnity fund (FGTS) | 786 | 1,032 |
| Federal VAT (PIS/COFINS) | 1,632 | 6,871 |
| Withholding income taxes (IRF/CSRF) | 12,381 | 10,245 |
| Service taxes (ISSQN) | 2,421 | 1,394 |
| Taxes to be paid in installments (a) | 26,013 | 335 |
| Other | 965 | 6,716 |
| Total | 46,046 | 28,877 |
| Current | 25,415 | 28,612 |
| Non-current | 20,631 | 265 |
| (a) | The increase in “Taxes to be paid in installments” refers mainly to the adherence of certain subsidiaries to federal tax installment programs in 2025. These programs allow the settlement of tax liabilities in monthly installments, with payment terms ranging from 30 to 60 installments, which resulted in the recognition of a significant portion of the balance as non-current liabilities, depending on the payment schedule. |
| 27 |
| |
Notes to the Interim Condensed Consolidated Financial Statements (In thousands of Reais) |
| 17. | Right-of-use assets and lease liabilities |
| 17.1. | Breakdown of balances |
| Lease of properties and equipment | June 30, 2025 | December 31, 2024 |
| Average annual depreciation rates (%) | 20 to 30 | 20 to 30 |
| Cost | 8,878 | 6,505 |
| Accumulated depreciation | (5,452) | (4,008) |
| Net balance | 3,426 | 2,497 |
| 17.2. | Changes in Lease of properties and equipment |
The following table shows the changes in the right-of-use assets:
| June 30, 2025 | December 31, 2024 | |
| Balance at the Beginning year | 2,497 | 2,534 |
| New lease agreements | 1,884 | 3,304 |
| Remeasurement | - | (1,928) |
| Depreciation | (1,059) | (2,387) |
| Write-off | 104 | 974 |
| Balance at the End of the year | 3,426 | 2,497 |
| 28 |
| |
Notes to the Interim Condensed Consolidated Financial Statements (In thousands of Reais) |
On June 30, 2025, the Company had lease agreements corresponding mainly to the lease of third-party properties, with an average term of 2 to 5 years. The amount of the lease liability obligation on June 30, 2025 is R$3,693 (December 31, 2024 is R$2,820).
The change in the Company's lease liability balance to June 30, 2025 and December 31, 2024 occurred as follows:
| Changes in cash | Changes not affecting cash | |||||||||||
| Current |
Non- current |
Balance on December 31, 2024 | Lease payments | Interest paid | Lease termination | Remeasurements and new contracts | Interest | Balance on June 30, 2025 | Current |
Non- Current | ||
| Lease of properties and equipment | 1,511 | 1,309 | 2,820 | (1,035) | (231) | - | 1,884 | 254 | 3,692 | 1,744 | 1,948 | |
| Changes in cash | Changes not affecting cash | |||||||||||
| Current |
Non- current |
Balance on December 31, 2023 | Lease payments | Interest paid | Lease termination | Remeasurements and new contracts | Interest | Balance on December 31, 2024 | Current |
Non- Current | ||
| Lease of properties and equipment | 2,056 | 752 | 2,808 | (2,505) | (327) | (1,180) | 3,438 | 586 | 2,820 | 1,511 | 1,309 | |
The discount rate adopted by the Company was 15.54% p.a. for property and equipment rental contracts.
| 29 |
| |
Notes to the Interim Condensed Consolidated Financial Statements (In thousands of Reais) |
| 18. | Provisions for tax, labor and civil risks |
| 18.1. | Provisions for probable losses |
The Company, in the ordinary course of its business, is subject to tax, civil and labor lawsuits. Management, supported by its legal advisors' opinion, assesses the probability of the outcome of the lawsuits in progress and the need to record a provision for risks that are considered sufficient to cover the probable losses.
The table below presents the position of provisions for disputes, probable losses and judicial deposits which refer to lawsuits in progress and social security risk.
| June 30, 2025 | December 31, 2024 | |
| Provisions | ||
| Labor provisions and other provisions | 1,976 | 1,797 |
| Total provisions | 1,976 | 1,797 |
| Judicial deposits | ||
| Service tax (ISSQN) judicial deposits – Lawsuit Company Zenvia | - | (511) |
| Labor appeals judicial and other deposits | (362) | (482) |
| Total judicial deposits | (362) | (993) |
| Total | 1,614 | 804 |
| 18.2. | Contingencies with possible losses |
The Company is involved in contingencies for which losses are possible, in accordance with the assessment prepared by Management with support from legal advisors. On June 30, 2025, the total amount of contingencies classified as possible was R$48,013 (R$46,534 as of December 31, 2024). The most relevant cases are set below:
Taxes: The Company is involved in disputes related to administrative claims in the amount of R$45,894 (R$44,185 as of December 31, 2024) related to a fine imposed by the Brazilian federal tax authority for failure to pay income taxes on capital gain from the acquisition of Kanon Serviços em Tecnologia da Informação Ltda. By Zenvia Mobile from Spring Mobile Solutions Inc. in previous years.
| 30 |
| |
Notes to the Interim Condensed Consolidated Financial Statements (In thousands of Reais) |
Labor: the labor contingencies assessed as possible losses totaled R$1,049 as of June 30, 2025 (R$259 as of December 31, 2024). Labor-related actions essentially consist of issues related to commission differences, variable compensation and salary parity.
Civil: the civil contingencies assessed as possible losses totaled R$1,070 as of June 30, 2025 (R$2,090 as of December 31, 2024).
Changes in provisions are as follows:
| Provision | |
| Balance at January 1, 2024 | 42,207 |
| Additions | 3,473 |
| Reversals | (22,293) |
| Payments | (21,590) |
| Balance at December 31, 2024 | 1,797 |
| Additions | 179 |
| Balance at June 30, 2025 | 1,976 |
Changes in judicial deposits are as follows:
| Deposits | |
| Balance at January 1, 2024 | 40,486 |
| Additions | 2,454 |
| Reversals | (21,252) |
| Payments | (20,695) |
| Balance at December 31, 2024 | 993 |
| Reversals | (631) |
| Balance at June 30, 2025 | 362 |
| 31 |
| |
Notes to the Interim Condensed Consolidated Financial Statements (In thousands of Reais) |
| 19. | Long-Term Incentive Programs and Management remuneration |
The Company offers to its executives and employees long-term incentive plans (“ILPs”) based on the issuance of restricted Class A common shares (“RSUs”) and cash-based payments equivalent to RSU. The Company recognizes as expense the fair value of RSUs, measured at the grant date, on a straight-line basis during the vesting provided by the respective plan, with a corresponding entry: to shareholders’ equity for plans exercisable in shares; and to liabilities for plans exercisable in cash. The accumulated expense recognized reflects the vesting period and the Company’s best estimate of the number of shares to be delivered. The expense of the plans is recognized in the statement of profit or loss in accordance with the function performed by the beneficiary.
x
The Long-Term Incentive Programs 1 to 4 (“ILP 1 to 4”) have either been finished or have completed their vesting periods and the delivery of shares.
On February 24, 2023, the Executive Board of Directors approved a new Long-Term Incentive Program (“ILP 5”) that will grant a maximum of 2,300,000 RSUs (or cash-based payments equivalent to RSUs) to certain executives and employees of the Company subject to a vesting period of 36 months as of January 1, 2023.
On January 24, 2024, the Executive Board of Directors approved a new Long-Term Incentive Program (“ILP 6”) that will grant a maximum of 2,300,000 RSUs (or cash-based payments equivalent to RSUs) to certain executives and employees of the Company subject to a vesting period of 36 months as of January 1, 2024.
On January 31, 2025, the Executive Board of Directors approved a new Long-Term Incentive Program (“ILP 7”) that will grant a maximum of 2,300,000 RSUs (or cash-based payments equivalent to RSUs) to certain executives and employees of the Company subject to a vesting period of 36 months as of January 1, 2025.
On February 13, 2025, the Executive Board of Directors approved a special Restricted Stock Agreement (“ILP Extra”) designed for certain key employees of the Company and its subsidiaries. This agreement contemplates the granting of a total of 237,838 Class A common shares, subject to a vesting schedule with a three-year cliff period. The granted shares will vest in three equal installments (33% each) on each anniversary of the grant date.
As of June 30, 2025, the Company had outstanding 7,221,751 “RSUs” that were authorized but not yet issued, related with future vesting conditions. The total compensation cost related to unvested RSUs was R$4,312 (R$6,379 as of December 31, 2024) recorded in the consolidated financial statements. An expense amounting to R$5,949 (R$4,088 for the six months period ended June 30, 2024) was recorded in the consolidated statements of profit or loss position as relative to the vesting period of the restricted share units.
| 32 |
| |
Notes to the Interim Condensed Consolidated Financial Statements (In thousands of Reais) |
| Date | Quantity | |||
| Grant | Vesting | Shares granted | Weighted average grant date fair value (Per share) | |
| 08. 09. 2021 | 12. 22. 2022 | 45,522 | 59.11 | |
| 08. 23. 2021 | 12. 22. 2022 | 11,436 | 84.50 | |
| 08. 24. 2021 | 12. 22. 2022 | 3,833 | 86.68 | |
| 05. 05. 2022 | 05. 09. 2024 | 240,000 | 75.72 | |
| 03. 13. 2023 | 12. 31. 2025 | 2,300,000 | 8.34 | |
| 02. 06. 2024 | 12. 31. 2026 | 2,300,000 | 7.35 | |
| 01. 31. 2025 | 12. 31. 2027 | 2,300,000 | 8.79 | |
| 02. 13. 2025 | 12. 31. 2025 | 79,276 | 13.53 | |
| 02. 13. 2025 | 12. 31. 2026 | 79,279 | 13.53 | |
| 02. 13. 2025 | 12. 31. 2027 | 79,283 | 13.53 | |
| 7,438,629 | ||||
As of June 30, 2025 the Company has 7,221,751 shares issued (outstanding shares), reserved for the shared based payment plans.
The roll forward of the outstanding shares for the six months period ended June 30, 2025, is presented as follows:
| Consolidated | |
| Outstanding RSU as of December 31, 2023 | 2,450,849 |
| Shares granted | 2,300,000 |
| Shares delivered | (66,936) |
| Outstanding RSU on December 31, 2024 | 4,683,913 |
| Shares granted | 2,537,838 |
| Outstanding RSU on June 30, 2025 | 7,221,751 |
| 33 |
| |
Notes to the Interim Condensed Consolidated Financial Statements (In thousands of Reais) |
Key management personnel compensation
Key management personnel compensation comprised the following:
| For the six months period ended June 30, | |||
| 2025 | 2024 | ||
| Short-term employee benefits | 5,352 | 7,285 | |
| Other long-term benefits | - | 298 | |
| Share-based payments | 821 | 1,221 | |
| Total | 6,173 | 8,804 | |
| 20. | Equity |
Share Capital
| Shareholder’s | Class | June 30, 2025 | % (i) | December 31, 2024 | % (i) |
| Bobsin Corp | B | 9,578,220 | 18.27 | 9,578,220 | 18.44 |
| Bobsin Corp | A | 9,780,060 | 18.65 | 9,780,060 | 18.83 |
| Oria Zenvia Co-investment Holdings, LP | B | 7,119,930 | 13,58 | 7,119,930 | 13.71 |
| Oria Tech Zenvia Co-investment – Fundo de Investimento em Participações Multiestratégia | B | 4,329,105 | 8.26 | 4,329,105 | 8.34 |
| Oria Tech 1 Inovação Fundo de Investimento em Participações | B | 2,637,670 | 5.03 | 2,637,670 | 5.09 |
| Twilio Inc. | A | 3,846,153 | 7.33 | 3,846,153 | 7.41 |
| Others | A | 15,148,113 | 28.88 | 14,643,494 | 28.18 |
| 52,439,251 | 100 | 51,934,634 | 100 |
In connection with the ATM program, which we established in July 2024, we issued 504,617 Class A common shares during the first six months of 2025, generating gross proceeds of R$7,908. It is worth mentioning that we terminated the ATM program on February 20, 2025.
| 34 |
| |
Notes to the Interim Condensed Consolidated Financial Statements (In thousands of Reais) |
| 21. | Segment reporting |
| 21.1. | Basis for segmentation |
For management purposes, the Company is organized into business units based on its products and services and has two reportable segments, as follows:
| Reportable segments | Operations |
|
SaaS (Software-as-a-Service)
|
Includes the following solutions: i. Zenvia Attraction: Active multi-channel end-customer acquisition campaigns utilizing data intelligence and multi-channel automation. ii. Zenvia Conversion: Converting leads into sales using multiple communication channels. iii. Zenvia Service: Enabling companies to provide customer service with structured support across multiple channels. iv. Zenvia Success: Protect and expand customer revenue through cross-selling and upselling. v. Consulting: A Business Intelligence team that provides solutions to customer needs by using SaaS and CPaaS to enhance the end-consumer experience. |
| CPaaS (Communications Platform as a Service) | Includes services such as SMS, Voice, WhatsApp, Instagram and Webchat, all such applications being orchestrated and automated by chatbots, single customer view, journey designer, documents composer and authentication. |
| 21.2. | Information about reportable segments |
The segment reporting is based on information used by the Executive Board of Directors (Board) represented by the Chief Executive Officer (CEO).
The following table present revenue and cost of services information for the Company operations segments for the six months period ended June 30, 2025 and 2024, respectively:
| For the three months period ended June 30, | |||||||
| 2025 | 2024 | ||||||
| CPaaS | SaaS | Consolidated | CPaaS | SaaS | Consolidated | ||
| Revenue | 205,092 | 80,609 | 285,701 | 153,182 | 77,977 | 231,159 | |
| Cost of services | (180,978) | (48,359) | (229,337) | (95,518) | (48,106) | (143,624) | |
| Gross profit | 24,114 | 32,250 | 56,364 | 57,664 | 29,871 | 87,535 | |
| 35 |
| |
Notes to the Interim Condensed Consolidated Financial Statements (In thousands of Reais) |
| For the six months period ended June 30, | |||||||
| 2025 | 2024 | ||||||
| CPaaS | SaaS | Consolidated | CPaaS | SaaS | Consolidated | ||
| Revenue | 420,327 | 161,320 | 581,647 | 288,998 | 154,797 | 443,795 | |
| Cost of services | (365,405) | (98,221) | (463,626) | (181,046) | (94,357) | (275,403) | |
| Gross profit | 54,922 | 63,099 | 118,021 | 107,952 | 60,440 | 168,392 | |
Operational expenses, finance income, finance expenses, taxes and fair values gains and losses on certain financial assets and liabilities are not allocated to individual segments as these are managed on an overall group basis.
| 21.3. | Revenue geographic information |
The Company’s revenue by geographic region is presented below:
| For the three months period ended June 30 | For the six months period ended June 30 | |||
| 2025 | 2024 | 2025 | 2024 | |
| Primary geographical markets | ||||
| Brazil | 221,256 | 183,994 | 476,982 | 364,170 |
| USA | 52,326 | 30,330 | 80,901 | 46,414 |
| Argentina | 3,417 | 3,469 | 6,450 | 6,703 |
| Mexico | 2,157 | 3,390 | 4,428 | 7,953 |
| Switzerland | 7 | 879 | 37 | 937 |
| Colombia | 844 | 958 | 1,802 | 1,953 |
| Peru | 299 | 1,380 | 759 | 3,325 |
| Chile | 398 | 638 | 799 | 1,211 |
| Others | 4,997 | 6,121 | 9,489 | 11,129 |
| Total | 285,701 | 231,159 | 581,647 | 443,795 |
| 36 |
| |
Notes to the Interim Condensed Consolidated Financial Statements (In thousands of Reais) |
| 22. | Costs and expenses by nature |
| For the three months period ended June 30, 2025 | |||||||
| Cost of services | Sales and marketing expenses | General administrative expenses | Research and development expenses | Allowance for credit losses | Other income and expenses, net | Total | |
| Personnel expenses | |||||||
| Salary | (6,053) | (7,747) | (3,315) | (726) | - | - | (17,841) |
| Benefits | (1,368) | (1,633) | (1,641) | (1,211) | - | - | (5,853) |
| Compulsory contributions to social security | (1,929) | (3,026) | (1,254) | (2,033) | - | - | (8,242) |
| Compensation | (49) | (115) | (9) | (18) | - | - | (191) |
| Provisions (vacation/13th salary) | (1,267) | (1,976) | (733) | (1,280) | - | - | (5,256) |
| Provision for bonus and profit sharing | (876) | (1,524) | (3,188) | (1,829) | - | - | (7,417) |
| Other | (10) | (200) | (315) | (16) | - | - | (541) |
| Total | (11,552) | (16,221) | (10,455) | (7,113) | - | - | (45,341) |
| Costs with operators/Other costs | (200,374) | - | - | - | - | - | (200,374) |
| Depreciation and amortization | (17,411) | (420) | (3,054) | (68) | - | - | (20,953) |
| Outsourced services | - | (526) | (5,305) | (1,725) | - | - | (7,556) |
| Rentals/insurance/condominium/water/energy | - | - | (266) | - | - | - | (266) |
| Allowance for credit losses | - | - | - | - | (1,654) | - | (1,654) |
| Marketing expenses / events | - | (4,235) | (4) | - | - | - | (4,239) |
| Software license | - | (1,350) | (2,762) | (207) | - | - | (4,319) |
| Commissions | - | (2,188) | (332) | - | - | - | (2,520) |
| Communication | - | 1 | (324) | (172) | - | - | (495) |
| Travel expenses | - | (235) | (135) | (44) | - | - | (414) |
| Other expenses | - | (178) | (1,804) | (217) | - | - | (2,199) |
| Earn-out | - | - | - | - | - | (121) | (121) |
| Other income and expenses, net | - | - | - | - | - | (5,497) | (5,497) |
| Total expenses by nature | (229,337) | (25,352) | (24,441) | (9,546) | (1,654) | (5,618) | (295,948) |
| 37 |
| |
Notes to the Interim Condensed Consolidated Financial Statements (In thousands of Reais) |
| For the three months period ended June 30, 2024 | |||||||
| Cost of services | Sales and marketing expenses | General administrative expenses | Research and development expenses | Allowance for credit losses | Other income and expenses, net | Total | |
| Personnel expenses | |||||||
| Salary | (3,677) | (8.952) | (7,647) | (694) | - | - | (20,970) |
| Benefits | (1,414) | (1.786) | (1,753) | (1,432) | - | - | (6,385) |
| Compulsory contributions to social security | (1,037) | (2.615) | (3,723) | (3,162) | - | - | (10,537) |
| Compensation | (19) | (164) | (46) | (159) | - | - | (388) |
| Provisions (vacation/13th salary) | (937) | (1.994) | (1,856) | (2,271) | - | - | (7,058) |
| Provision for bonus and profit sharing | (339) | (1.186) | (5,302) | (2,988) | - | - | (9,815) |
| Other | - | (92) | (639) | (46) | - | - | (777) |
| Total | (7,423) | (16.789) | (20,966) | (10,752) | - | - | (55,930) |
| Costs with operators/Other costs | (118,397) | - | - | - | - | - | (118,397) |
| Depreciation and amortization | (17,804) | (423) | (4,325) | (1,030) | - | - | (23,582) |
| Outsourced services | - | (640) | (4,140) | (850) | - | - | (5,630) |
| Rentals/insurance/condominium/water/energy | - | - | (89) | - | - | - | (89) |
| Allowance for credit losses | - | – | - | - | (1,464) | - | (1,464) |
| Marketing expenses / events | - | (4,672) | (18) | - | - | - | (4,690) |
| Software license | - | (1,287) | (2,053) | (931) | - | - | (4,271) |
| Commissions | - | (1,406) | - | - | - | - | (1,406) |
| Communication | - | (25) | (413) | (263) | - | - | (701) |
| Travel expenses | - | (384) | (272) | (21) | - | - | (677) |
| Other expenses | - | (375) | (1,017) | (224) | - | - | (1,616) |
| Earn-out | - | - | - | - | - | (80) | (80) |
| Result of disposal of assets | - | - | - | - | - | (135) | (135) |
| Other income and expenses, net | - | - | - | - | - | (2,475) | (2,475) |
| Total expenses by nature | (143,624) | (26,001) | (33,293) | (14,071) | (1,464) | (2,690) | (221,143) |
| 38 |
| |
Notes to the Interim Condensed Consolidated Financial Statements (In thousands of Reais) |
| For the six months period ended June 30, 2025 | |||||||
| Cost of services | Sales and marketing expenses | General administrative expenses | Research and development expenses | Allowance for credit losses | Other income and expenses, net | Total | |
| Personnel expenses | |||||||
| Salary | (12,075) | (17,341) | (7,046) | (726) | - | - | (37,188) |
| Benefits | (2,758) | (3,509) | (2,782) | (2,955) | - | - | (12,004) |
| Compulsory contributions to social security | (4,212) | (6,732) | (2,978) | (4,844) | - | - | (18,766) |
| Compensation | (368) | (873) | (322) | (866) | - | - | (2,429) |
| Provisions (vacation/13th salary) | (2,790) | (4,148) | (1,470) | (2,676) | - | - | (11,084) |
| Provision for bonus and profit sharing | (1,709) | (3,072) | (6,584) | (3,623) | - | - | (14,988) |
| Other | (10) | (399) | (433) | (16) | - | - | (858) |
| Total | (23,922) | (36,074) | (21,615) | (15,706) | - | - | (97,317) |
| Costs with operators/Other costs | (404,606) | - | - | - | - | - | (404,606) |
| Depreciation and amortization | (35,098) | (840) | (6,949) | (134) | - | - | (43,021) |
| Outsourced services | - | (1,869) | (9,155) | (3,009) | - | - | (14,033) |
| Rentals/insurance/condominium/water/energy | - | - | (501) | - | - | - | (501) |
| Allowance for credit losses | - | - | - | - | (1,662) | - | (1,662) |
| Marketing expenses / events | - | (7,233) | (6) | (1) | - | - | (7,240) |
| Software license | - | (2,882) | (5,736) | (449) | - | - | (9,067) |
| Commissions | - | (4,173) | (341) | - | - | - | (4,514) |
| Communication | - | (28) | (494) | (531) | - | - | (1,053) |
| Travel expenses | - | (335) | (269) | (61) | - | - | (665) |
| Other expenses | - | (446) | (3,126) | (217) | - | - | (3,789) |
| Earn-out | - | - | - | - | - | (225) | (225) |
| Other income and expenses, net | - | - | - | - | - | (6,405) | (6,405) |
| Total expenses by nature | (463,626) | (53,880) | (48,192) | (20,108) | (1,662) | (6,630) | (594,098) |
| 39 |
| |
Notes to the Interim Condensed Consolidated Financial Statements (In thousands of Reais) |
| For the six months period ended June 30, 2024 | |||||||
| Cost of services | Sales and marketing expenses | General administrative expenses | Research and development expenses | Allowance for credit losses | Other income and expenses, net | Total | |
| Personnel expenses | |||||||
| Salary | (7,424) | (18,232) | (14,745) | (2,427) | - | - | (42,828) |
| Benefits | (2,652) | (3,558) | (3,441) | (2,998) | - | - | (12,649) |
| Compulsory contributions to social security | (2,089) | (5,215) | (6,441) | (5,945) | - | - | (19,690) |
| Compensation | (33) | (462) | (139) | (310) | - | - | (944) |
| Provisions (vacation/13th salary) | (1,893) | (4,056) | (3,534) | (4,448) | - | - | (13,931) |
| Provision for bonus and profit sharing | (1,089) | (3,939) | (9,636) | (5,458) | - | - | (20,122) |
| Other | (2) | (198) | (921) | (99) | - | - | (1,220) |
| Total | (15,182) | (35,660) | (38,857) | (21,685) | - | - | (111,384) |
| Costs with operators/Other costs | (225,897) | - | - | - | - | - | (225,897) |
| Depreciation and amortization | (34,324) | (846) | (8,896) | (2,313) | (46,379) | ||
| Outsourced services | - | (1,577) | (9,923) | (1,847) | - | - | (13,347) |
| Rentals/insurance/condominium/water/energy | - | - | (177) | - | - | - | (177) |
| Allowance for credit losses | - | - | - | - | (6,895) | - | (6,895) |
| Marketing expenses / events | - | (8,837) | (31) | - | - | - | (8,868) |
| Software license | - | (2,572) | (4,030) | (1,905) | - | - | (8,507) |
| Commissions | - | (2,850) | - | - | - | - | (2,850) |
| Communication | - | (53) | (656) | (598) | - | - | (1,307) |
| Travel expenses | - | (462) | (398) | (53) | - | - | (913) |
| Other expenses | - | (503) | (1,595) | (466) | - | - | (2,564) |
| Earn-out | - | - | - | - | - | (10,161) | (10,161) |
| Result of disposal of assets | - | - | - | - | - | (135) | (135) |
| Other income and expenses, net | - | - | - | - | - | (4,110) | (4,110) |
| Total expenses by nature | (275,403) | (53,360) | (64,563) | (28,867) | (6,895) | (14,406) | (443,494) |
| 40 |
| |
Notes to the Interim Condensed Consolidated Financial Statements (In thousands of Reais) |
| 23. | Financial Income (Expenses) |
| Three months ended June 30, | Six months ended June 30, | ||||
| 2025 | 2024 | 2025 | 2024 | ||
| Finance expenses | |||||
| Interest on loans and financing | (5,528) | (3,812) | (9,271) | (6,874) | |
| Interest on Debentures | (143) | (697) | (380) | (1,429) | |
| Discount | (3,641) | (4,276) | (7,010) | (8,621) | |
| Foreign exchange losses | (1,884) | (11,799) | (2,188) | (17,837) | |
| Bank expenses and IOF (tax on financial transactions) | (8,585) | (1,091) | (12,673) | (2,202) | |
| Other financial expenses | (13,850) | (4,910) | (15,348) | (10,933) | |
| Interests on leasing contracts | (164) | (152) | (254) | (327) | |
| Losses on derivative instrument | - | 37 | - | (33,211) | |
| Inflation adjustment | (884) | (828) | (1,461) | (2,335) | |
| Interest and adjustment to present value (APV) on liabilities from acquisition | (2,851) | (10,367) | (10,111) | (21,364) | |
| Total financial expenses | (37,530) | (37,895) | (58,696) | (105,133) | |
| Finance income | |||||
| Interest | 1 | 3 | 2 | 87 | |
| Foreign exchange gain | 3,011 | (1,855) | 6,874 | 802 | |
| Interests on financial instrument | 401 | 371 | 808 | 690 | |
| Other financial income | 15 | 1,905 | 441 | 3,222 | |
| Gain on derivative instruments | 672 | - | 23,149 | - | |
| Interest and adjustment to present value (APV) on liabilities from acquisition | 662 | 14 | 857 | 2,671 | |
| Total finance income | 4,762 | 438 | 32,131 | 7,472 | |
| Net finance costs | (32,768) | (37,457) | (26,565) | (97,661) | |
| 41 |
| |
Notes to the Interim Condensed Consolidated Financial Statements (In thousands of Reais) |
| 24. | Income tax and social contribution |
| Three months ended June 30, | Six months ended June 30, | ||||
| 2025 | 2024 | 2025 | 2024 | ||
| Deferred taxes on temporary differences and tax losses | 5,022 | 14,011 | 8,337 | 30,094 | |
| Current tax expenses | (4,068) | (2,507) | (7,642) | (4,927) | |
| Tax (income) expense | 954 | 11,504 | 695 | 25,167 | |
| 24.1. | Reconciliation between the nominal income tax and social contribution rate and effective rate |
| Three months ended June 30, | Six months ended June 30, | ||||
| 2025 | 2024 | 2025 | 2024 | ||
| Income before income tax and social contribution | (43,015) | (27,441) | (39,016) | (97,360) | |
| Basic rate | 34% | 34% | 34% | 34% | |
| Income tax and social contribution | 14,625 | 9,330 | 13,265 | 33,102 | |
| Tax incentives | 313 | 3,613 | 601 | 7,161 | |
| Deferred taxes losses not recognized | (12,211) | - | (18,948) | - | |
| Net operating loss carryforward not recorded from subsidiaries | - | (1,109) | - | (3,193) | |
| Bonus | - | (178) | - | (178) | |
| Losses/Gains on derivative instrument | 179 | 12 | 7,788 | (11,292) | |
| Others | (1,874) | (164) | (2,011) | (433) | |
| Tax benefit (expense) | 1,032 | 11,504 | 695 | 25,167 | |
| Effective rate | 2,22% | 41.38% | 1,78% | 25.85% | |
| 42 |
| |
Notes to the Interim Condensed Consolidated Financial Statements (In thousands of Reais) |
| 24.2. | Breakdown and Changes in deferred income tax and social contribution |
| June 30, 2025 | December 31, 2024 | ||
| Deferred tax assets | |||
| Allowance for doubtful accounts | 7,806 | 6,807 | |
| Provision for compensation or renegotiation from acquisitions | 38,097 | 38,422 | |
| Goodwill impairment | 33,059 | 33,059 | |
| Customer portfolio and platform | 39,845 | 31,986 | |
| Other temporary differences | 11,660 | 8,386 | |
| Total deferred tax assets | 130,467 | 118,660 | |
| Deferred Tax liabilities | |||
| Goodwill | (26,785) | (26,785) | |
| Other temporary differences | (18,040) | (14,571) | |
| Total deferred tax liabilities | (44,825) | (41,356) | |
| Net deferred tax | 85,642 | 77,304 | |
| Deferred taxes – assets | 130,467 | 118,660 | |
| Deferred taxes – liabilities | (44,825) | (41,356) |
| Balance at December 31, 2024 | 77,304 |
| Additions | 12,132 |
| Reversals and write off | (3,794) |
| Balance at June 30, 2025 | 85,642 |
| 43 |
| |
Notes to the Interim Condensed Consolidated Financial Statements (In thousands of Reais) |
| 25. | Earnings per share |
The calculation of basic earnings per share is calculated by dividing loss of the period by the weighted average number of common shares existing during the period. Diluted earnings per share are calculated by dividing net income for the period by weighted average number of common shares existing during the period plus weighted average number of common shares that would be issued upon conversion of all potentially dilutive common shares into common shares.
For the six months period June 30, 2025 and 2024, the number of shares used to calculate the diluted net loss per share of common stock attributable to common shareholders is the same as the number of shares used to calculate the basic net loss per share of common stock attributable to common shareholders for the period presented because potentially dilutive shares would have been antidilutive if included in the calculation. The tables below show data of loss and shares used in calculating basic and diluted earnings per share.
| Six months period ended Jun 31 | |||
| 2025 | 2024 | ||
| Basic and diluted earnings per share | |||
| Numerator | |||
| Loss of the period assigned to Company’s shareholders | (38,321) | (72,419) | |
| Denominator | |||
| Weighted average for number of common shares | 52,349,574 | 49,047,450 | |
| Basic and diluted loss per share (in reais) | (0.732) | (1.477) | |
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Notes to the Interim Condensed Consolidated Financial Statements (In thousands of Reais) |
| 26. | Risk management and financial instruments |
| 26.1. | Classification of financial instruments |
The classification of financial instruments is presented in the table below:
| June 30, 2025 | December 31, 2024 | ||||||||||
| Amortized cost | Fair value through profit or loss | Level 1 | Level 2 | Level 3 | Amortized cost | Fair value through profit or loss | Level 1 | Level 2 | Level 3 | ||
| Assets | |||||||||||
| Cash and cash equivalents | 32,611 | - | - | - | - | 116,884 | - | - | - | - | |
| Restricted cash | 3,415 | - | - | - | - | 10,891 | - | - | - | - | |
| Trade accounts receivable | 203,895 | - | - | - | - | 171,190 | - | - | - | - | |
| Total assets | 239,921 | - | - | - | - | 298,965 | - | - | - | - | |
| Liabilities | |||||||||||
| Loans and financing | 92,612 | - | - | - | - | 126,855 | - | - | - | - | |
| Trade and other payables | 457,911 | - | - | - | - | 461,332 | - | - | - | - | |
| Derivative financial instruments | - | 16,676 | - | - | 16,676 | - | 42,109 | - | - | 42,109 | |
| Liabilities from acquisition | 271,219 | - | - | - | - | 280,806 | - | - | - | - | |
| Total liabilities | 821,742 | 16,676 | - | - | 16,676 | 868,993 | 42,109 | - | - | 42,109 | |
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Notes to the Interim Condensed Consolidated Financial Statements (In thousands of Reais) |
27.1.1. Level 3 measurement
The fair value of returns from private placement investments is determined using unobservable inputs, therefore it is classified at the level 3 of the fair value hierarchy. The main assumptions used in the measurement of the fair value of the derivative financial instruments of measurement are presented below
| Type | Valuation technique | Significant unobservable inputs | Inter-relationship between significant unobservable and fair value measurement | ||
| Derivative financial instruments | The valuation model is based on Monte Carlo simulation, which incorporates multiple scenarios to reflect the non-linear contractual terms linked to share price thresholds over a 36-month period. | The unobservable inputs are the estimated volatility of the share price, time to maturity, risk-free interest rate, and probability of trigger events
|
The estimated fair value would increase (decrease) if: The volatility of the Company's market cap or the occurrence of a trigger event within 36 months of the investment contract's closing date.
| ||
| Swap with Accrual Clause (SWAP ACC) | Discounted cash flow: The valuation model considers the present value of future cash flows, based on fixed and floating legs, adjusted by accrual terms and market curves. | The unobservable inputs are the forward DI interest rate curve and assumptions related to the likelihood of accrual trigger activation.
|
The estimated fair value would increase (decrease) if: The DI forward curve rises, the probability of accrual activation increases, or the credit risk adjustment decreases; conversely, it would decrease under opposite conditions.
|
| 46 |
| |
Notes to the Interim Condensed Consolidated Financial Statements (In thousands of Reais) |
| 26.2. | Financial risk management |
The main financial risks to which the Company and its subsidiaries are exposed when conducting their activities are:
| (a) | Credit risk |
It results from any difficulty in collecting the amounts of services provided to the customers. The Company and its subsidiaries are also subject to credit risk from their interest earning bank deposits. The credit risk related to the provision of services is minimized by a strict control of the customer base and active delinquency management by means of clear policies regarding the concession of services. There is no concentration of transactions with customers and the default level is historically very low. In connection with credit risk relating to financial institutions, the Company and its subsidiaries seek to diversify such exposure among financial institutions.
Credit risk exposure
The book value of financial assets represents the maximum credit exposure. The maximum credit risk exposure on financial information date was:
| June 30, 2025 | December 31, 2024 | |
| Cash and cash equivalents | 32,611 | 116,884 |
| Restricted cash | 3,415 | 10,891 |
| Trade accounts receivable | 203,895 | 171,190 |
| Total | 239,921 | 298,965 |
The Company determines its allowance for expected credit losses by applying a loss rate calculated on historical effective losses on sales.
Additionally, the Company considers that accounts receivable had a significant increase in credit risk and provides for:
| ● | All notes receivable past due for more than 90 days; |
| ● | Notes subject to additional credit analysis presenting indicators of significant risks of default based on ongoing renegotiations, failure indicators or judicial recovery ongoing processes and customers with relevant evidence of cash deteriorating situation. |
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Notes to the Interim Condensed Consolidated Financial Statements (In thousands of Reais) |
| (b) | Market Risk |
Interest rate and inflation risk: Interest rate risk arises from the portion of debt and interest earning bank deposits remunerated at CDI (Interbank Deposit Certificate) rate, which may adversely affect the financial income or expenses in the event an unfavorable change in interest and inflation rates takes place.
| (c) | Operations with derivatives |
The Company recognized a liability for an embedded derivative related to a contractual clause that may become effective upon the occurrence of a specified triggering event under the Bobsin Corp investment agreement. The instrument is not held for speculative purposes; its economic objective is to mitigate potential financial exposure associated with such an event.
On September 19, 2024, the Company entered into a non-speculative swap agreement with an accrual clause (“SWAP ACC”) to manage
exposure to changes in interest rates.
The derivative financial instruments designated in hedge operations are initially recognized at fair value on the date on which the derivative
contract is executed and are subsequently remeasured to their fair value. Changes in the fair value of any of these derivative instruments
are immediately recognized in the statement of profit or loss under “net financial cost”. As of June 30, 2025, the Company
has an obligation of R$17,904 (R$41,814 on December 31, 2024) registered as derivative financial instruments.
| (d) | Liquidity risk |
The liquidity risk consists of the risk of the Company not having sufficient funds to settle its financial liabilities. The Company’s and its subsidiaries’ cash flow and liquidity control are closely monitored by Company’s Management, so as to ensure that cash operating generation and previous fund raising, as necessary, are sufficient to maintain the payment schedule, thus not generating liquidity risk for the Company and its subsidiaries.
We are committed to and have been taking all the necessary actions that we consider necessary to enable the Company to obtain the funding to ensure it will continue its regular operations in the next twelve months, including raising new credit lines and/or issuing new equity, among other alternatives.
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Notes to the Interim Condensed Consolidated Financial Statements (In thousands of Reais) |
We present below the contractual maturities of financial liabilities including payment of estimated interest.
| Non-derivative financial liabilities | Book value | Contractual cash flow | Up to 12 months | 1–2 years | 2–3 years | > 3 years |
| Loans, borrowings and debentures | 92,612 | 95,863 | 80,726 | 13,896 | 1,241 | - |
| Trade and other payables | 457,911 | 457,911 | 457,911 | - | - | - |
| Liabilities from acquisitions | 271,219 | 320,046 | 137,771 | 80,503 | 94,852 | 6,920 |
| Lease liabilities | 3,692 | 4,282 | 2,184 | 1,494 | 604 | - |
| Tax liabilities | 26,013 | 36,197 | 5,308 | 10,524 | 9,871 | 10,494 |
| Total | 851,447 | 914,299 | 683,900 | 106,417 | 106,568 | 17,414 |
| (e) | Capital management |
The Company's capital management aims to ensure that an adequate credit rating is maintained, as well as a capital relationship, so as to support Company's business and leverage shareholders' value.
The Company controls its capital structure by adjusting it to the current economic conditions. In order to maintain an adjusted structure, the Company may pay dividends, return capital to the shareholders, obtain funding from new loans, issue promissory notes and contract derivative transactions.
The Company considers its net debt structure as loans and financing less cash and cash equivalents. The financial leverage ratios are summarized as follows:
| June 30, 2025 | December 31, 2024 | |
| Loans and borrowings | 92,612 | 126,855 |
| Cash and cash equivalents | (32,611) | (116,884) |
| Net debt | 60,001 | 9,971 |
| Total equity | 740,881 | 771,415 |
| Net debt/equity (%) | 0.08 | 0.01 |
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Notes to the Interim Condensed Consolidated Financial Statements (In thousands of Reais) |
| 27. | Related Parties |
Related parties transactions are carried out under conditions and prices established by the parties, the intercompany transactions are eliminated in consolidation.
As of June 30, 2025, the Company has in trade and other payables R$34,365 (R$103,665 as of December 31, 2024) with shareholder Twilio Inc. related to agreement established between the Company and Twilio Inc. which establish for the reimbursement of SMS costs. For the six months period ended June 30, 2025, the Company recognized in profit or loss the total amount of R$6,843 (R$8,618 for the six months period ended June 30, 2024).
As of June 30, 2025, the Company has Capital Reserve R$19,958 (R$19,958 as of December 31, 2024) with shareholder Cassio Bobsin related to a return on a private placement investment.
29.8.
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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, thereto duly authorized.
Date: September 10, 2025
| Zenvia Inc. |
| By: | /s/ Cassio Bobsin |
| Name: Cassio Bobsin |
| Title: Chief Executive Officer |