[6-K] Zenvia Inc. Current Report (Foreign Issuer)

Rhea-AI Filing Summary

Synchrony Financial (SYF) Form 4 filing: Director Arthur W. Coviello Jr. reported the grant of 825 restricted stock units (RSUs) on 30 June 2025 (Transaction Code A). Each RSU converts into one share of SYF common stock and will vest in full on 30 June 2026. Following the award, Coviello’s direct beneficial ownership stands at 49,379 shares. No derivative securities were transacted, and there were no dispositions.

The transaction appears to be routine director equity compensation rather than an open-market purchase. The size of the award is immaterial relative to Synchrony’s total shares outstanding and is unlikely to influence the company’s capital structure or liquidity. However, the filing does signal continued insider alignment through equity-based incentives.

Insights

Financial Analyst

TL;DR: Routine 825-share RSU grant to director; negligible market impact.

The Form 4 discloses a standard board compensation grant of 825 RSUs to Director Arthur W. Coviello Jr., vesting in June 2026. Post-grant holdings rise to 49,379 shares—still a fraction of SYF’s ~420 million shares outstanding. Because the award is not an open-market purchase and represents less than 0.0002% of total shares, it does not meaningfully alter insider ownership levels or signal a directional view on the stock. I classify the filing as administrative and not impactful for valuation or trading decisions.

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 July 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): ¨

 

Zenvia Inc.

Unaudited Interim condensed consolidated financial statements as of March 31, 2025

 

 

Contents

Unaudited interim condensed consolidated statement of financial position	1
Unaudited interim condensed consolidated statement of profit or loss and other comprehensive income	3
Unaudited interim condensed consolidated statement of changes in equity	5
Unaudited interim condensed consolidated statement of cash flows	6
Notes to the unaudited interim condensed consolidated financial statements	7

 

Zenvia Inc.

Unaudited interim condensed consolidated statement of financial position at March 31, 2025

(In thousands of Reais)

Balanço Patrimonial

Assets	Note	March 31, 2025	December 31, 2024
Current assets
Cash and cash equivalents	5	86,125	116,884
Trade and other receivables	7	208,451	171,190
Recoverable tax assets	8	26,495	19,572
Prepayments	9	7,757	5,157
Other assets		2,453	6,187
Total current assets		331,281	318,990
Non-current assets
Restricted cash	6	11,216	10,891
Prepayments	9	307	423
Deferred tax assets	24	80,543	77,304
Property, plant and equipment	10	13,952	15,350
Right-of-use assets	17	2,011	2,497
Intangible assets	11	1,307,171	1,318,099
Total non-current assets		1,415,200	1,424,564
Total assets		1,746,481	1,743,554

1

 

Zenvia Inc.

Unaudited interim condensed consolidated statement of financial position at March 31, 2025

(In thousands of Reais)

Liabilities	Note	March 31, 2025	December 31, 2024
Current liabilities
Trade and other payables	12	499,113	445,804
Loans, borrowings and debentures	13	75,610	81,137
Liabilities from acquisitions	14	114,861	90,920
Employee benefits	15	30,136	21,109
Tax liabilities	16	24,104	28,612
Lease liabilities	17	1,003	1,511
Deferred revenue		5,646	5,371
Derivative financial instruments		199	295
Total current liabilities		750,672	674,759
Non-current liabilities
Liabilities from acquisitions	14	160,214	189,886
Loans and borrowings	13	30,819	45,718
Provisions for tax, labor and civil risks	18	868	804
Lease liabilities	17	1,309	1,309
Trade and other payables	12	-	15,528
Employee benefits	15	1,436	2,056
Derivative financial instruments	20	17,904	41,814
Tax liabilities	16	250	265
Total non-current liabilities		212,800	297,380
Equity	20
Capital		1,007,522	1,007,522
Reserves		240,779	230,901
Foreign currency translation reserve		2,901	4,847
Other components of equity		2,394	2,394
Accumulated losses		(470,587)	(474,249)
Total equity		783,009	771,415
Total equity and liabilities		1,746,481	1,743,554

See the accompanying notes to the interim condensed consolidated financial statements.

2

 

Zenvia Inc.

Unaudited interim condensed consolidated statement of profit or loss and other comprehensive income for the three months period ended March 31, 2025 and 2024

(In thousands of Reais)

Three months period ended March 31
	Note	2025	2024
Revenue	21	295,946	212,636
Cost of services	22	(234,289)	(131,779)
Gross profit		61,657	80,857
Operating expenses
Sales and marketing expenses	22	(28,528)	(27,359)
General and administrative expenses	22	(23,751)	(31,270)
Research and development expenses	22	(10,562)	(14,796)
Allowance for expected credit losses	22	(8)	(5,431)
Other income and expenses, net	22	(1,012)	(11,353)
Operating loss		(2,203)	(9,352)
Financial Income (Expenses)
Finance expenses	23	(21,166)	(65,487)
Finance income	23	27,369	5,283
Financial expenses, Net		6,203	(60,204)
Gain (Loss) before taxes		3,999	(69,556)
Income Tax and Social Contribution
Deferred income tax and social contribution	24	3,237	16,083
Current income tax and social contribution	24	(3,574)	(2,420)
Total Income Tax and Social Contribution		(337)	13,663
Gain (Loss) for the period		3,662	(55,893)
Gain (Loss) attributable to:
Owners of the Company		3,662	(56,011)
Non-controlling interests		-	118
Loss per share (expressed in Reais per share)
Basic		0.070	(1.104)
Diluted		0.070	(1.104)
Other comprehensive income
Items that are or may be reclassified subsequently to profit or loss
Cumulative translation adjustments from operations in foreign currency		(1,946)	2,290
Total comprehensive gain (loss) for the period		1,716	(53,603)
Total comprehensive gain (loss) attributable to:
Owners of the Company		1,716	(53,721)
Non-controlling interests		-	118

See the accompanying notes to the interim condensed consolidated financial statements.

3

 

Zenvia Inc.

Unaudited interim condensed consolidated statement of changes in equity

For the three months period ended March 31, 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	-	-	(56,011)	-	-	(56,011)	118	(55,893)
Cumulative translation adjustments from operations in foreign currency	-	-	-	2,290	-	2,290	-	2,290
Other components of equity	-	-	-	-	-	-	16	16
Capital increase from private placement investments (Note 16)	49,997	(49,159)	-	-	-	838	-	838
Share-based compensation	-	1,322	-	-	-	1,322	-	1,322
Balance at March 31, 2024	1,007,522	199,627	(375,602)	5,419	283	837,249	271	837,520
Balance at January 1, 2025	1,007,522	230,901	(474,249)	4,847	2,394	771,415	-	771,415
Profit for the period	-	-	3,662	-	-	3,662	-	3,662
Issuance of shares – ATM (At-the-Market)	-	7,908	-	-	-	7,908	-	7,908
Cumulative translation adjustments from operations in foreign currency	-	-	-	(1,946)	-	(1,946)	-	(1,946)
Share-based compensation	-	1,970	-	-	-	1,970	-	1,970
Balance at March 31, 2025	1,007,522	240,779	(470,587)	2,901	2,394	783,009	-	783,009

See the accompanying notes to the interim condensed consolidated financial statements.

4

 

Zenvia Inc.

Unaudited interim condensed consolidated statement of cash flows

For the three months period ended March 31, 2025 and 2024

(In thousands of reais)

Three months period ended March 31
	Note	2025	2024
Cash flow from operating activities
Profit (loss) for the period		3,662	(55,893)
Adjustments for:
Income tax and social contribution		337	(13,663)
Depreciation and amortization	18	22,068	22,797
Allowance for expected credit losses	7	8	5,431
Provisions for tax, labor and civil risks	14	63	696
Provision for bonus and profit sharing		7,571	10,307
Share-based compensation		2,716	1,322
Provision (Reversal of) for earn-out and compensation		104	-
Interest from loans and borrowings	12	3,981	3,794
Interest on leases		90	175
Exchange variation and Interest and adjustment to present value (APV) on liabilities from acquisition		(888)	284
Lease liability remeasurement		(104)	-
Gain (loss) on write-off of property, plant and equipment		-	(2)
Effect of hyperinflation		577	1,507
Amortization of loan costs		430	-
Decrease (Increase) of fair value of derivative financial instruments	16	(22,477)	33,247
Changes in assets and liabilities
Trade and other receivables	7	(37,269)	(28,552)
Prepayments		(2,484)	(3,248)
Other assets		(6,765)	(13,208)
Suppliers		35,448	14,355
Employee benefits		90	(714)
Other liabilities		5,353	12,894
Cash from / (used in)  operating activities		12,511	(8,471)
Interest paid on loans and leases		(3,270)	(3,172)
Income taxes paid		(1,848)	(1,222)
Net cash flow  from / (used in) operating activities		7,393	(12,865)
Cash flow from investing activities
Restricted cash	6	(325)	(175)
Acquisition of property, plant and equipment	9	(278)	(57)
Acquisition of Intangible assets	10	(9,552)	(12,197)
Net cash used in investing activities		(10,155)	(12,429)
Cash flow from financing activities
Capital Increase	16	-	49,997
Proceeds from loans and borrowings	12	-	11,867
Issuance of shares – ATM (At-the-Market)		7,908	-
Payment of debt issuance costs	12	-	99
Payment of borrowings	12	(21,671)	(7,019)
Payment of lease liabilities		(494)	(501)
Payments in installments for acquisition of subsidiaries	13	(15,116)	(21,109)
Net cash (used in)/from  financing activities		(29,373)	33,334
Exchange rate change on cash and cash equivalents		1,376	(257)
Net (decrease)/ increase in cash and cash equivalents		(30,759)	7,783
Cash and cash equivalents at January 1		116,884	63,742
Cash and cash equivalents at March 31		86,125	71,525

5

 

Notes to the Consolidated Financial Statements

(In thousands of Reais)

See the accompanying notes to the interim condensed consolidated financial statements.

6

 

Notes to the 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 March 31, 2025, the Company has a negative consolidated working capital in the amount of R$419,391 (current assets of R$331,281 and current liabilities of R$750,672) 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 the period between May 2025 and April 2026 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 March 30, 2025, these financial statements do not include any adjustments that may result from the inability to continue operating.

7

 

Notes to the 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.

2. Company’s subsidiaries

		March 31, 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 March 31, 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 three months period ended March 31, 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.

The issuance of these interim condensed consolidated financial statements was approved by the Executive Board of Directors on July 2, 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.

8

 

Notes to the Consolidated Financial Statements

(In thousands of Reais)

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.

d. Accounting and reporting in highly hyperinflationary economy

In March 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.

9

 

Notes to the Consolidated Financial Statements

(In thousands of Reais)

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 three months ended March 31, 2025, in the finance result in the amount of R$577 (R$1,507 for the three months ended March 31, 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.

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.

10

 

Notes to the Consolidated Financial Statements

(In thousands of Reais)

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:

— 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).

11

 

Notes to the Consolidated Financial Statements

(In thousands of Reais)

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 1^st, 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

12

 

Notes to the Consolidated Financial Statements

(In thousands of Reais)

5. Cash and cash equivalents and financial investments

	March 31, 2025	December 31, 2024
Cash and banks	34,410	47,228
Short-term investments maturing in up to 90 days (a)	51,715	69,656
Total	86,125	116,884
Cash and cash equivalents	86,125	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% (90% to 100% in the year ended December 31, 2024) of the CDI rate (Interbank Interest Rate in Brazil).

6. Restricted cash

The amount of R$3,209 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 March 31, 2025, the balance was R$3,305.

The amount of R$7,500 invested in a Bank Deposit Certificate in October 2024 refers to the contractual guarantee for the loan from Banco BTG Pactual S.A. Minimum Guarantee Percentage: 30% of the outstanding balance of the guaranteed operation. As of March 31, 2025, the balance was R$7,911.

7. Trade and other receivables

	March 31, 2025	December 31, 2024
Domestic	247,324	217,809
Abroad	32,018	25,080
	279,342	242,889
Allowance for expected credit losses	(70,891)	(71,699)
Total	208,451	171,190

13

 

Notes to the Consolidated Financial Statements

(In thousands of Reais)

Changes in allowance for expected credit losses are as follows:

	March 31, 2025	December 31, 2024
Balance at the Beginning year	(71,699)	(57,328)
Additions	(8)	(23,667)
Reversal	-	7.601
Write-offs	-	3,073
Exchange variation	816	(1,378)
Balance at the End of the year	(70,891)	(71,699)

The breakdown of accounts receivable from customers by maturity is as follows:

	March 31, 2025	December 31, 2024
Current	190,902	169,972
Overdue (days):
1–30	30,526	14,184
31–60	7,228	8,597
61–90	3,676	4,743
91–120	2,200	2,385
121–150	4,669	3,020
>150	40,141	39,988
Total	279,342	242,889

14

 

Notes to the Consolidated Financial Statements

(In thousands of Reais)

8. Recoverable tax assets

	March 31, 2025	December 31, 2024
Corporate income tax (IRPJ) (a)	741	586
Social contribution (CSLL) (a)	292	383
Federal VAT (PIS/COFINS) (b)	23,349	14,408
Federal Social Security Tax on Gross Revenue (CPRB) (c)	-	1,676
Others	2,113	2,519
Total tax assets	26,495	19,572
Current	26,495	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

	March 31, 2025	December 31, 2024
Software license	6,213	3,631
Insurance	580	851
Other	1,271	1,098
Total	8,064	5,580
Current	7,757	5,157
Non-current	307	423

15

 

Notes to the 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 March 31, 2025
Furniture and fixtures	10	800	(689)	111
Leasehold improvements	10	1,609	(1,466)	143
Data processing equipment	20	27,708	(14,088)	13,620
Machinery and equipment	10	93	(15)	78
Total		30,210	(16,258)	13,952

	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 Consolidated Financial Statements

(In thousands of Reais)

10.2.  Changes in property, plant and equipment

	Average annual depreciation rates %	December 31, 2024	Additions	Hyperinflation adjustment	Exchange variations	March 31, 2025
Furniture and fixtures		800	-	-	-	800
Leasehold improvements		1,609	-	-	-	1,609
Data processing equipment		27,839	21	12	(164)	27,708
Machinery and equipment		93	-	-	-	93
Cost		30,341	21	12	(164)	30,210
Furniture and fixtures	10	(665)	(24)	-	-	(689)
Leasehold improvements	10	(1,425)	(41)	-	-	(1,466)
Data processing equipment	20	(12,887)	(1,253)	(12)	64	(14,088)
Machinery and equipment	10	(14)	(1)	-	-	(15)
(-) Accumulated depreciation		(14,991)	(1,319)	(12)	64	(16,258)
Total		15,350	(1,298)	-	(100)	13,952

17

 

Notes to the 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 Consolidated Financial Statements

(In thousands of Reais)

11.  Intangible assets

11.1.  Breakdown of balances

	Average annual amortization rates %	Cost	Amortization	Net balance on March 31, 2025
Intangible assets under development	-	53,178	-	53,178
Software license	20 to 50	37,870	(19,416)	18,454
Database	10	800	(727)	73
Goodwill	-	923,439	-	923,439
Customer portfolio	10	135,848	(124,275)	11,573
Non-compete	20	2,697	(2,695)	2
Brands and patents	-	29	-	29
Platform	20	522,477	(222,054)	300,423
Total		1,676,338	(369,167)	1,307,171

	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 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	March 31, 2025
Intangible asset in progress		49,149	9,019	(4,946)	-	(44)	53,178
Software license		37,347	533	-	12	(22)	37,870
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	-	4,946	65	(385)	522,477
Cost		1,667,160	9,552	-	77	(451)	1,676,338
Software license	20 – 50	(17,756)	(1,660)	-	(5)	5	(19,416)
Database	10	(707)	(20)	-	-	-	(727)
Customer portfolio	10	(122,650)	(1,625)	-	-	-	(124,275)
Non-compete	20	(2,695)	-	-	-	-	(2,695)
Platform	20	(205,253)	(16,854)	-	(5)	58	(222,054)
(-) Accumulated amortizations		(349,061)	(20,159)	-	(10)	63	(369,167)
Total		1,318,099	(10,607)	-	67	(388)	1,307,171

20

 

Notes to the 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 Consolidated Financial Statements

(In thousands of Reais)

The amortization of intangibles includes the amount of R$14,261 for the three months period ended March 31, 2025 (R$16,180 for the three-month period ended March 31, 2024) related to amortization of intangible assets acquired in business combinations, of which R$12,507 (R$12,785 for the three-month period ended March 31, 2024) was recorded in costs of services and R$1,754 (R$3,395 for the three-month period ended March 31, 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 three months period ended March 31, 2025, The Company had no indications of impairment for its intangible assets, therefore an impairment test was not required.

12.  Trade and other payables

	March 31, 2025	December 31, 2024
Domestic suppliers	380,853	338,028
Abroad suppliers	4,437	5,785
Advance from customers	12,231	5,807
Related parties (a)	95,480	106,083
Other accounts payable	6,112	5,629
Total	499,113	461,332
Current	499,113	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 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	Amortized cost		Interest incurred	Amortized cost	March 31, 2025	Current	Non- current
Working capital	100% CDI + 3.90% to 8.23%	75,086	39,676	114,762	-	(2,991)	(13,260)	-		3,743	312	102,566	71,747	30,819
Debentures	18.16%	6,051	6,042	12.093	-	(175)	(8,411)	-		238	118	3,863	3,863	-
		81,137	45,718	126,855	-	(3,166)	(21,671)	-		3,981	430	106,429	75,610	30,819

					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 Consolidated Financial Statements

(In thousands of Reais)

The portion classified in non-current liabilities has the following payment schedule:

	March 31, 2025	December 31, 2024
2026	29,582	45,416
2027	1,237	302
Total	30,819	45,718

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, measured at the end of each fiscal year. 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 March 31, 2025, the Company obtained a formal waiver from BTG Pactual related to the Net Debt to Adjusted EBITDA covenant, which was originally set at 2.5x. Under the terms of the waiver, compliance is considered met as long as the ratio remains equal to or below 4.0x. This waiver applies exclusively to the interim financial statements for the quarter ended March 31, 2025, and was formally documented through the appropriate consent.

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 March 31, 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$90,550, which are secured by collateral ranging from 20% to 50% of its accounts receivable, and by financial investments recorded in current assets. These investments must represent at least three times the amount of the first principal and interest payment.

24

 

Notes to the Consolidated Financial Statements

(In thousands of Reais)

The Company also maintains financing agreements with Bradesco and Santander in the amounts of R$8,227 and R$5,601, 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:

(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.

25

 

Notes to the Consolidated Financial Statements

(In thousands of Reais)

14.  Liabilities from acquisitions

Liabilities from acquisitions
	March 31, 2025		December 31, 2024
Acquisition of D1 (i)	25,299		25,078
Acquisition of SenseData	18,401		23,566
Acquisition of Movidesk (ii)	231,375		232,162
Total liabilities from acquisitions	275,075		280,806
Current	114,861		90,920
Non-current	160,214		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 December 31, 2024, as follows:

	D1	Sensedata	Movidesk
2025	4,913	18,401	61,053
2026	20,386	-	52,419
2027	-	-	59,799
2028	-	-	58,104
Total	25,299	18,401	231,375

26

 

Notes to the Consolidated Financial Statements

(In thousands of Reais)

15.  Employee benefits

	March 31, 2025	December 31, 2024
Salary	8,132	3,331
Labor provisions (vacation)	15,255	16,918
Provision for bonus	4,698	157
Other obligations	697	636
Long-term benefits (a)	2,790	2,124
Total	31,572	23,166
Current	30,136	21,109
Non-current	1,436	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

	March 31, 2025	December 31, 2024
Social security	1,812	2,284
Severance indemnity fund (FGTS)	573	1,032
Federal VAT (PIS/COFINS)	1,481	6,871
Withholding income taxes (IRF/CSRF)	12,341	10,245
Service taxes (ISSQN)	1,206	1,394
Taxes to be paid in installments	323	335
Other	6,618	6,716
Total	24,354	28,877
Current	24,104	28,612
Non-current	250	265

27

 

Notes to the 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	March 31, 2025	December 31, 2024
Average annual depreciation rates (%)	20 to 30	20 to 30
Cost	6,994	6,505
Accumulated depreciation	(4,983)	(4,008)
Net balance	2,011	2,497

17.2.  Changes in Lease of properties and equipment

The following table shows the changes in the right-of-use assets:

	March 31, 2025	December 31, 2024
Balance at the Beginning year	2,497	2,534
New lease agreements	-	3,304
Remeasurement	104	(1,928)
Depreciation	(590)	(2,387)
Write-off	-	974
Balance at the End of the year	2,011	2,497

28

 

Notes to the Consolidated Financial Statements

(In thousands of Reais)

On March 31, 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 March 31, 2025 is R$2,312 (December 31, 2024 is R$2,820).

The change in the Company's lease liability balance to March 31, 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 March 31, 2025		Current	Non- Current
Lease of properties and equipment	1,511	1,309	2,820	(494)	(104)		-	-	90		2,312		1,003	1,309
				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 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.

	March 31, 2025	December 31, 2024
Provisions
Labor provisions and other provisions	1,860	1,797
Total provisions	1,860	1,797
Judicial deposits
Service tax (ISSQN) judicial deposits – Lawsuit Company Zenvia (a)	(511)	(511)
Labor appeals judicial and other deposits	(481)	(482)
Total judicial deposits	(992)	(993)
Total	868	804

Service tax (ISSQN) Lawsuit – Company Zenvia

(a) The amount of the liability related to the provision and judicial deposits for tax risk refers to the lawsuit filed by the City of Porto Alegre about the service tax (ISSQN) against Zenvia Brazil itself. On September 27, 2024 a conciliation mediation process related to the legal action regarding the Service Tax (ISSQN) was concluded. Under the terms of the agreement, the Municipality of Porto Alegre collected 50.29% of the balance from the judicial deposit, while the Company collected the remaining balance of 49.71%. The amount recovered by the Company had been previously recognized as a provision for tax contingencies and was reversed through profit or loss as a reduction of taxes on revenue.

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 March 31, 2025, the total amount of contingencies classified as possible was R$47,392 (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$47,392 (R$44,185 as of December 31, 2024) related to a fine imposed by

30

 

Notes to the Consolidated Financial Statements

(In thousands of Reais)

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.

Labor: the labor contingencies assessed as possible losses totaled R$667 as of March 31, 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$1,673 as of March 31, 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	63
Balance at March 31, 2025	1,860

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
Additions / Reversals / Payments	-
Balance at March 31, 2025	993

31

 

Notes to the 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 March 31, 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$1,972 (R$6,379 as of December 31, 2024) recorded in the consolidated financial statements. An expense amounting to R$2,721 (R$1,829 for the three months period ended March 31, 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 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 March 31, 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 year ended March 31, 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 March 31, 2025	7,221,751

33

 

Notes to the Consolidated Financial Statements

(In thousands of Reais)

Key management personnel compensation

Key management personnel compensation comprised the following:

For the Year ended March 31,
	2025		2024
Short-term employee benefits	2,626		3,078
Other long-term benefits	-		241
Share-based payments	411		610
Total	3,053		3,929

20.  Equity

Share Capital

Shareholder’s	Class	March 31, 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	28.89	14,643,494	28.18
		52,439,251	100	51,934,634	100

In connection with the ATM program, which the Company established in July 2024, it issued 504,617 Class A common shares during the first three months of 2025, generating gross proceeds of R$7,908.

34

 

Notes to the 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 three months period ended March 31, 2025 and 2024, respectively:

For the three months period ended March 31,
	2025				2024
	CPaaS	SaaS	Consolidated		CPaaS	SaaS	Consolidated
Revenue	215,235	80,711	295,946		135,816	76,820	212,636
Cost of services	(184,430)	(49,859)	(234,289)		(85,528)	(46,251)	(131,779)
Gross profit	30,805	30,852	61,657		50,288	30,569	80,857

35

 

Notes to the Consolidated Financial Statements

(In thousands of Reais)

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.  Major customer

For the three-month period ended March 31, 2025, the Company did not have any individual customer that accounted for 10% or more of consolidated revenue. For comparison purposes, in March 2024 and 2023, one customer represented 11.7% and 11.8%, respectively, of consolidated revenue.

21.4.  Revenue geographic information

The Company’s revenue by geographic region is presented below:

	For the three months ended March 31,
	2025	2024
Primary geographical markets
Brazil	255,727	178,122
USA	28,575	16,083
Argentina	3,033	3,213
Mexico	2,271	4,235
Switzerland	30	58
Colombia	957	980
Peru	459	1,946
Chile	401	505
Others	4,493	7,494
Total	295,946	212,636

36

 

Notes to the Consolidated Financial Statements

(In thousands of Reais)

22.  Costs and expenses by nature

	For the three months period ended March 31, 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	(6,022)	(9,594)	(3,731)	-	-	-	(19,347)
Benefits	(1,390)	(1,876)	(1,141)	(1,744)	-	-	(6,154)
Compulsory contributions to social security	(2,283)	(3,706)	(1,724)	(2,811)	-	-	(10,524)
Compensation	(319)	(758)	(313)	(848)	-	-	(2,238)
Provisions (vacation/13th salary)	(1,523)	(2,172)	(737)	(1,396)	-	-	(5,828)
Provision for bonus and profit sharing	(833)	(1,548)	(3,396)	(1,794)	-	-	(7,571)
Other	-	(199)	(118)	-	-	-	(314)
Total	(12,370)	(19,853)	(11,160)	(8,593)	-	-	(51,976)
Costs with operators/Other costs	(204,232)	-	-	-	-	-	(204,232)
Depreciation and amortization	(17,687)	(420)	(3,895)	(66)	-	-	(22,068)
Outsourced services	-	(1,343)	(3,850)	(1,284)	-	-	(6,477)
Rentals/insurance/condominium/water/energy	-	-	(235)	-	-	-	(235)
Allowance for credit losses	-	-	-	-	(8)	-	(8)
Marketing expenses / events	-	(2,998)	(2)	(1)	-	-	(3,001)
Software license	-	(1,532)	(2,974)	(242)	-	-	(4,748)
Commissions	-	(1,985)	(9)	-	-	-	(1,994)
Communication	-	(29)	(170)	(359)	-	-	(558)
Travel expenses	-	(100)	(134)	(17)	-	-	(251)
Other expenses	-	(268)	(1,322)	-	-	-	(1,590)
Earn-out	-	-	-	-	-	(104)	(104)
Other income and expenses, net	-	-	-	-	-	(908)	(907)
Total expenses by nature	(234,289)	(28,528)	(23,751)	(10,562)	(8)	(1,012)	(298,150)

37

 

Notes to the Consolidated Financial Statements

(In thousands of Reais)

	For the three months period ended March 31, 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	(3,747)	(9,280)	(7,098)	(1,733)	-	-	(21,858)
Benefits	(1,238)	(1,772)	(1,688)	(1,566)	-	-	(6,264)
Compulsory contributions to social security	(1,052)	(2,600)	(2,718)	(2,783)	-	-	(9,153)
Compensation	(14)	(298)	(93)	(151)	-	-	(556)
Provisions (vacation/13th salary)	(956)	(2,062)	(1,678)	(2,177)	-	-	(6,873)
Provision for bonus and profit sharing	(750)	(2,753)	(4,334)	(2,470)	-	-	(10,307)
Other	(2)	(106)	(282)	(53)	-	-	(443)
Total	(7,759)	(18,871)	(17,891)	(10,933)	-	-	(55,454)
Costs with operators/Other costs	(107,500)	-	-	-	-	-	(107,500)
Depreciation and amortization	(16,520)	(423)	(4,571)	(1,283)	-	-	(22,797)
Outsourced services	-	(937)	(5,783)	(997)	-	-	(7,717)
Rentals/insurance/condominium/water/energy	-	-	(88)	-	-	-	(88)
Allowance for credit losses	-	-	-	-	(5,431)	-	(5,431)
Marketing expenses / events	-	(4,165)	(13)	-	-	-	(4,178)
Software license	-	(1,285)	(1,977)	(974)	-	-	(4,236)
Commissions	-	(1,444)	-	-	-	-	(1,444)
Communication	-	(28)	(243)	(335)	-	-	(606)
Travel expenses	-	(78)	(126)	(32)	-	-	(236)
Other expenses	-	(128)	(578)	(242)	-	-	(948)
Earn-out	-	-	-	-	-	(10,081)	(10,081)
Other income and expenses, net	-	-	-	-	-	(1,272)	(1,272)
Total expenses by nature	(131,779)	(27,359)	(31,270)	(14,796)	(5,431)	(11,353)	(221,988)

38

 

Notes to the Consolidated Financial Statements

(In thousands of Reais)

23.  Financial Income (Expenses)

	For the three months period ended March 31,
	2025	2024
Finance expenses
Interest on loans and financing	(3,743)	(3,062)
Interest on Debentures	(238)	(732)
Discount	(3,369)	(4,345)
Foreign exchange losses	(304)	(4,287)
Bank expenses and IOF (tax on financial transactions)	(4,088)	(1,111)
Other financial expenses	(1,498)	(6,023)
Interests on leasing contracts	(90)	(175)
Losses on derivative instrument	-	(33,248)
Inflation adjustment	(577)	(1,507)
Interest and adjustment to present value (APV) on liabilities from acquisition	(7,259)	(10,997)
Total financial expenses	(21,166)	(65,487)
Finance income
Interest	2	84
Foreign exchange gain	3,863	906
Interests on financial instrument	407	319
Other financial income	425	1,317
Gain on derivative instruments	22,477	-
Interest and adjustment to present value (APV) on liabilities from acquisition	195	2,657
Total finance income	27,369	5,283
Net finance costs	6,203	(60,204)

39

 

Notes to the Consolidated Financial Statements

(In thousands of Reais)

24.  Income tax and social contribution

Three months period ended March 31
	2025		2024
Deferred taxes on temporary differences and tax losses	3,237		16,083
Current tax expenses	(3.574)		(2,420)
Tax (income) expense	(337)		13,663

24.1.  Reconciliation between the nominal income tax and social contribution rate and effective rate

Three months period ended March 31
	2025		2024
Loss before income tax and social contribution	(18,381)		(69,556)
Basic rate	34%		34%
Income tax and social contribution	6,250		23,649
Tax incentives - “Lei do Bem 11.196/05”	288		3,548
Deferred Tax Losses Not Recognized	(6,737)		(2,084)
Others	(138)		(1,457)
Losses on derivative instrument	-		(9,993)
Tax benefit (expense)	(337)		13,663
Effective rate	-1,83%		19,81%

40

 

Notes to the Consolidated Financial Statements

(In thousands of Reais)

24.2.  Breakdown and Changes in deferred income tax and social contribution

	March 31, 2025		December 31, 2024
Deferred tax assets
Allowance for doubtful accounts	6,807		6,807
Provision for compensation  or renegotiation from acquisitions	38,257		38,422
Goodwill impairment	33,059		33,059
Customer portfolio and platform	35,915		31,986
Other temporary differences	9,820		8,386
Total deferred tax assets	123,858		118,660
Deferred Tax liabilities
Goodwill	(26,785)		(26,785)
Other temporary differences	(16,530)		(14,571)
Total deferred tax liabilities	(43,315)		(41,356)
Net deferred tax	80,543		77,304
Deferred taxes – assets	123,858		118,660
Deferred taxes – liabilities	(43,315)		(41,356)

Balance at December 31, 2024	77,304
Additions	5,363
Reversals and write off	(2,124)
Balance at March 31, 2025	80,543

41

 

Notes to the 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 three months period March 31, 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.

Three months period ended March 31
	2025		2024
Basic and diluted earnings per share
Numerator
Gain (Loss) of the period assigned to Company’s shareholders	3,662		(56,011)
Denominator
Weighted average for number of common shares	52,258,902		50,745,005
Basic and diluted loss per share (in reais)	0.070		(1.104)

42

 

Notes to the 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:

	March 31, 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	86,125	-	-	-	-		116,884	-	-	-	-
Restricted cash	11,216	-	-	-	-		10,891	-	-	-	-
Trade accounts receivable	208,451	-	-	-	-		171,190	-	-	-	-
Total assets	305,792	-	-	-	-		298,965	-	-	-	-
Liabilities
Loans and financing	106,429	-	-	-	-		126,855	-	-	-	-
Trade and other payables	499,113	-	-	-	-		461,332	-	-	-	-
Derivative financial instruments	-	18,103	-	-	18,103		-	42,109	-	-	42,109
Liabilities from acquisition	275,075	-	-	-	-		280,806	-	-	-	-
Total liabilities	880,617	18,103	-	-	18,103		868,993	42,109	-	-	42,109

43

 

Notes to the Consolidated Financial Statements

(In thousands of Reais)

26.1.1.  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.

44

 

Notes to the 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:

	March 31, 2025	December 31, 2024
Cash and cash equivalents	86,125	116,884
Restricted cash	11,216	10,891
Trade accounts receivable	208,451	171,190
Total	305,792	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.

(b) Market Risk

45

 

Notes to the Consolidated Financial Statements

(In thousands of Reais)

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 March 31, 2025, the Company has an obligation of R$18,103 (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.

We present below the contractual maturities of financial liabilities including payment of estimated interest.

46

 

Notes to the Consolidated Financial Statements

(In thousands of Reais)

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	106,429	135,772	87,027	48,439	306	-
Trade and other payables	499,113	499,113	499,113	-	-	-
Liabilities from acquisitions	275,075	324,376	138,844	82,988	68,203	34,341
Lease liabilities	2,312	2,647	1,141	1,506	-	-
Total	882,929	961,908	726,125	132,933	68,509	34,341

(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:

	March 31, 2025	December 31, 2024
Loans and borrowings	106,429	126,855
Cash and cash equivalents	(94,036)	(116,884)
Net debt	12,393	9,971
Total equity	759,099	771,415
Net debt/equity (%)	0.02	0.01

27.  Related Parties

Related parties transactions are carried out under conditions and prices established by the parties, the intercompany transactions are eliminated in consolidation.

47

 

Notes to the Consolidated Financial Statements

(In thousands of Reais)

As of March 31, 2025, the Company has in trade and other payables R$95,480 (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 three months period ended March 31, 2025, the Company recognized in profit or loss the total amount of R$3,179 (R$4,347 for the three months period ended March 31, 2024).

As of March 31, 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.

28.  Events after the reporting period

In April 2025, the Company entered into a new loan agreement with Banco Santander in the amount of R$ 8,642, structured in five monthly installments of R$ 500 and a final installment of R$ 6,142 due in October 2025. On the same date, the remaining balance of a previous loan agreement originally contracted at R$ 25 million approximately R$ 6,000 as of April 2025 was fully settled.

29.8. New long-Term Incentive Program

48

 

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: July 2, 2025

Zenvia Inc.

By: /s/ Cassio Bobsin

Name: Cassio Bobsin

Title: Chief Executive Officer

FAQ

How many Synchrony Financial (SYF) shares did Director Arthur W. Coviello Jr. acquire?

The director received 825 restricted stock units, each convertible into one SYF share upon vesting.

What is the vesting schedule for the 825 RSUs granted to the SYF director?

All 825 RSUs will vest on 30 June 2026.

What is Arthur W. Coviello Jr.’s total direct ownership in SYF after the transaction?

His direct beneficial ownership is now 49,379 shares of SYF common stock.

Was the June 30, 2025 transaction an open-market purchase?

No. It was a grant of restricted stock units (Transaction Code A), not an open-market buy or sell.

Does this Form 4 filing indicate significant insider buying pressure for SYF?

Given the small size of the award relative to shares outstanding, the filing is not considered materially significant for insider buying trends.