Maha Capital AB (publ)

Hello and welcome to Q&A with Investor Studios. Today with Maha Capital, which released its full-year report for 2025. CEO Roberto Marchiori will present the results and current events during this quarter. You who are watching live can, as always, and I say that a lot of you have already started, ask questions to the management, and you do so in the chat. We will handle the questions at the end of the presentation. If you have not received an answer to your question or want clarification, you can then turn to IR at Mahacapital. The presentation will now continue in English. Roberto, nice to see you again. And I trust the weather in Sao Paulo is more pleasant than it is here in Sweden. So please, take it away. Hello, Carlo.

Nice to see you again, my friend. Hopefully, I saw you are snowing very much in Sweden, so stay warm. So welcome, everybody, for our Q4 2025 for this presentation. I will walk through some slides so we can update everyone related to Q transaction, also about Venezuela, and also our key financial highlights. So starting with Q update, here we bring the Q transaction timeline. So as of first quarter of 2026, remembering, We concluded the releasing process with Nasdaq and also we approved the transaction through our EGM in Stockholm. And now we are just waiting some final condition precedents to be met so we can close the transaction and also make the capital raise of $27 million at 16 Swedish crowns per share. We expect to conclude this during the quarter, but hopefully in the next weeks. And, of course, as we already mentioned before, we have the target to work towards the dual listing on Nasdaq USA until the end of the year so we can enhance our capital structure and bring more liquidity. So this transaction actually transforms Maha now into a B2B credit and payments platform. So having access to the FinTech platform technology provided by Q and also operating under the American Express issuing licenses, summing with this capital base of Maha, a strong balance sheet will be well positioned to capture growth in these attractive high-yield B2B markets across all Latin America. by leveraging American Express established global card network. And showing a little bit what we have, what's Q technology. Basically, we have a one-stop platform for local and cross-border B2B payments and financing solutions. Looking to the work here, I think we already covered this in the previous presentations, but just remembering, it's a B2B revolving credit platform where basically suppliers can advance the receivables and the clients postpone the terms of payment. And it's created for domestic transactions. When you look at the Global Trade Card, it's a cross-border credit card program focused mainly on travel, entertainment, and also B2B cross-border payments. And of course, this is a global transaction solution. And now presenting, we are going to say a little bit more in a couple slides going forward, but Q-Rails is our B2B blockchain-based infrastructure where we can set real-time transactions for clients by using stablecoin technology. And also, it's created for domestic and also cross-border payment solution to stablecoins that are already mentioned. Starting out with Q-Snapshot, basically, just remember Q is a proprietary digital B2B revolving credit platform. So clients can use revolving credits with a very simple setup and workflows. And at the same time, it's everything online and you can approve it by this infrastructure. So if you look to the chart, basically, Every single transaction is based where when a buyer sends an invoice to our systems to the buyer's approval. And basically, if considering a hypothetical example here, if the buyer wants to extend 30 days their payments date, they can do that in exchange of interest rate. And the other hand, on the other side of the table, if the supplier wants to receive upfront instead of the due date of the invoice, they can also receive upfront in exchange of a discount rate. So in this protective example here, considering 30 days to collect upfront for the supplier and additional 30 days reaching 60 days for the buyer, asking the same discount rates for both sides, we will end up with a potential example here of 1.5%. We will have $1.5 income for each side of the table. So this is how we monetize through WorkU solution. Going to GTC or USD denominated solution design basically to support T&E and B2B cross-border payments. Remembering is a US dollar denominated credit card program where clients can benefit from centralized accounts which mainly will help them to make spending control for not only T&E, but also for B2B. And this can also provide additional tools for travel insurance, not only for that, but also for baggage delays. And basically here is about the same, but the only difference, this is actually a virtual card. So instead of a discount, we have the interchange fee to have access to the network. right where the PSO machines or virtual PSOs are established. And of course, this flexibility we have, we can extend additional terms on the cutoff dates of the credit card. So if the buyer, the credit card user, wants to extend their payment date, they can ask this in exchange of additional interest rate. So the economics is almost the same, but it's a different tool for a different profile of usage. And here we are presenting now Q-Rails, a proprietary blockchain-based payment rails for instant payments. So this is a proprietary technology created by Q so clients can have access to tokens and stable coins so they can make instant payments in terms of seconds or minutes. And this also creates a more secure environment so they can transact worldwide and make transaction settlements in seconds instead of needing to waste time and wait like two, three days. And also, this is also important because sometimes weekends are not allowed to transact. This feature, this tool, enables transactions even during the course of the weekends. So this brings more agile transactions for customers and clients. And going to an update here as we go through the portfolio, basically we grew the approved credit lines to $64 million as of end of January this year, where we have a combined average annual yield of 20% with potential transaction volumes around $330 million. If you break down this, we have around $46 million to work here with a higher yield of 22%. And we have also the global trade card where we started through the loan agreement of around $18 million with an average annual yield of 13%. And again, after closing, we expect to have a faster pace here on building the portfolio and making this growth happening very strongly. Going to Venezuela update, so basically now we are assessing strategically alternatives so we can understand the best way to unlock value from this call option and create shareholder value to our shareholders. Remembering we have until end of May this year to exercise this call. So just highlighting the latest news on Venezuela, basically, we have, as of one of the main points, the Venezuelan law reform shifting from state control for the JV assets and allowing private execution and operational control, which is something very attractive for private investing, And also, existing JVs will have up to 180 days to negotiate these new contracts under the new law. So, basically, we will have the same due date here, up to 180 days to negotiate with PDVSA or new framework agreement. On the U.S. policy topic, basically, OFAC has issued the General License 4950. over in the OFAC General License 49, sorry, it will allow us, allow in broadly terms, current negotiation of contingent contracts for investments on the oil and gas industry operations in Venezuela. So, of course, and then after you negotiate and have the agreement settled, you are subject to a separate authorization from OFAC through the General License Number 15. So as next steps to us, basically after we already concluded remembering the business plan, the development plan from Petro Daneta, now the plan is to go and start negotiating the contracts under this new law reform implemented in the country, targeting operational control like many other huge partner oil and gas companies are doing nowadays. And also, in parallel, looking for alternatives to unlock value from our call option. So, basically, these are the main updates that I want to bring covering Venezuela call option. On the financial highlights, I will just make a quick disclaimer because, as you already know, after we sold all our previous operations on the U.S., Basically, now we don't have recognition of revenues. Our financial statements is a little bit different for comparative purposes. So just want to highlight this before we enter here in this new section. So walking to the financial highlights and starting with the G&A and the financial income, as you can see in the chart, basically our G&A has no recurring increase over the quarter. mainly explain about these activities related to this M&A and the financial structure previously announced related to Q World transactions. And as you can see here, we also are showing the total financial income, which, as you can see, we have an increase on the financial income after we basically divested from Brava shares. But, of course, we expect to start deploying this cash instead of TBOs, this sort of low-digit investments into Q business and start increasing our financial, actually starting to generate revenues and income from these credit operations. Going to the cash flow review, so basically we started the quarter with net cash of 93.8 million dollars and we end up the quarter of basically 93.1 millions in net cash plus credits. Basically, the main considerations during the quarter was that we receive our payments from the sale of Illinois Basie and that we prepay our past debt of 12.5 million dollars. Nevertheless, we remain with the same net cash position basically. And going here, we just want to bring this slide where we are going to make some comments on the proforma that we released in the last couple of weeks. So remember, we published the proforma consolidation of 2025 combining Q-worlds figures and also MAHA. But basically, we thought it was important to understand what was some no-cash events and also some no-recurring events, which would bring more color on what could be the basis of net results going forward, considering the previous numbers and the previous last year outstanding credit volume of Q. So basically making the all no-cash, taking out all the no-cash adjustment, also excluding the discontinuated operations and no recurring G&A, and also one of expenses, we wind up the quarter, actually the year of 2025, of adjusted pro forma net result of 2025 of $4 million. So this is a little bit how we are considering for the future for this year, right? So we believe we are entering this new phase with a profitable base. supporting the scalable expansion to this acquisition of new portfolio credits. So as we go through the year and start growing the credits, we expect to have even better figures out of the year. And as closing remarks, so we expect to conclude the business culmination in the next couple of weeks, where we are going to position Maha as a tech-enabled credit platform with a very scalable business model and a robust balance sheet provided not only by Maha, but also the capital raise. Remember, we are raising $27 million. And by doing that, Maha will be well positioned to capture a disciplined goal in these attractive markets of B2B clients in Latin America. We will keep our strong focus on efficient capital allocation and operational excellence in execution, and also leveraging this unique opportunity by having access to American Express Network. And looking forward, of course, we'll be working hard to setting the foundations to support this story and substantial growth in Q-side business. And at the same time, we will keep in our radar the dual listing, which will remain a priority to us, targeting in the second half of the year. So we can optimize the capital structure by having this access to the U.S. and Eastern Avenue. And in the end, on Petrodaneta, as I mentioned before, there will be ongoing evaluation on the alternatives we will have so we can maximize shareholder value by having access to this call option in Venezuela. So this is how I want to close my presentation, Carlos. Thank you very much, and let's move to the Q&A session.

Thank you for that, Roberto. And I think you finishing off there with Petro Urdaneta could be a good segue to the first line of questions. And I'm going to structure this as starting with Venezuela and then ending with Keogh. And for you, for any listeners and viewers who would like to... ask questions later on I forward them to the company. But you mentioned the OFAC licenses and we have a couple of questions here on the strategic options for Peretro Urdaneta and what are your plans for the assets and just let me read it here. Would you Would you sell the Venezuelan assets, initiate a joint venture, or will you start production if the regulatory, let's say, obstacles will evaporate?

Thank you very much. So, like I mentioned in the previous slides, first, we need to complete our negotiations considering this law reform on Venezuela. And of course, to have this operational execution control, this is mainly important. And in parallel, we will see, considering what will be our new contracts, what will be the best alternative. I think you mentioned some of them, but as of now, we don't have any conclusion. We will still analyze what will be the best solution and best and the most efficient way so we can monetize and bring and unlock more shareholder value to us.

And I'll have to expose my ignorance here, because when it comes to timeframe here, you mentioned expiring in May, but also 180 days here. So could you give us a feel for a timeframe for Venezuela in the near term and in the longer term?

Sure. I expect that we don't need to have 180 days to make all of these changes. This conference Basically, we are already near from the past, so we are a little bit one step ahead. So I'm very sure that we are going to have everything ready before the maturity date of our call option.

And just a final question here to round off Venezuela. Could you elaborate on any permits needed going forward? And are you happy with what you have or what you're trying to get?

Sure. Like what I mentioned before, so by having the general license number 49, we have access to negotiate with PDVSA and potentially sign the contracts. Once you conclude this process, then we are going to request access to the general license number 50. So then we will be able to start operating, investing and making the off takes out of the country. So this is the step. And so first we need to negotiate the contracts by under the general license number 49. And once we are ready, have the signs signed, the contract signed, we have the general license number 50 to start looking for the best alternatives and potentially operating there if you can.

So more to come is the simple conclusion there. If we look at the company on a concern level here, when would you expect the combined Mahakeo to be cash flow positive on the concern level?

I remember this slide that I showed showed about the adjusted platform, excluding non-cash effects, excluding also non-incurring expenses. Basically, in having the previous year line of credit acute was without the source of capital base, without a strong balance sheet, Potentially, we would be already profitable. So as long as we start growing the portfolio, hopefully we will be starting to generate better figures and be on the profitable base position.

And if we look at KPIs here, which KPIs should investors track during the first 12 months or even in the shorter term to assess whether you are moving ahead with the integration in the way you would like?

We brought here today some KPIs. I think this is the main one to start keeping the track. But of course, once we make the closing in the next couple of weeks and become the fintech business, we will provide more and more KPIs in a recurring basis so shareholders have access to this new information and start tracking the evolution of the portfolio and the business. So hopefully we will bring more KPIs very, very soon.

And how would you prioritize capital going forward between growth or efforts on growth, lowering the debt and possible share buyback?

First, nowadays, we don't have any debt inside neither Marra nor Kiel. So we don't have this issue. Secondly, I think the plan is to start deploying our balance sheets by growing the portfolio, I mean, increasing the credit lines over time so we can start benefiting from these revenues, these incomes that we're starting to generate positive cash flow. That's the idea. But remember that part of the plan, once we start growing, of course, the idea is to start also looking for additional sources of capital by issuing senior lenders at attractive terms and conditions, right? So we can leverage the facility and grow even more and benefit even for higher yields. That's the main rationale.

So one could expect that you will build up some sort of cash surplus here in order to attract cheaper loans in a way. For growing here, would you need further capital injections to accelerate the business? And you mentioned here, I mean, accelerating business could be either growing the lending facilities and or credit related acquisitions?

No, nowadays remember we still have this strong balance sheet of Maha and at the same time by closing we will have raised 27 additional million dollars, right? So we have a very strong liquidity to start deploying this capital over time Of course, if there's huge opportunities, we can think to anticipate this movement, but by having this track record, deploying first the equity cushion of Marra inside this portfolio will create an environment and statistics, credit statistics, so senior lenders have more comfort and we can raise more cheap capital then running things and start doing right now. So that's the how we think start with the equity. And then in parallel, once we reach this portfolio size, we start looking for that alternatives. But of course, if there's any a huge and good opportunity to make sense, we will evaluate.

Yeah. So basically, one question here, are you looking to expand within fintech or lending or with both areas? And the answer would be yes, if there is an opportunity.

Our focus is 100% on the fintech business, Carlo. We want to start, like I said, growing our portfolio, growing our base with our balance sheet. But of course, if there is a fintech potential M&A with solid opportunity, we will evaluate. But for now, we're focusing 100% on setting here the foundations and starting growing the portfolio.

And at what interest level do you think you could attract senior debt? And if you could elaborate a little bit about the environment.

I think we were talking about this in one of our latest webcasts, but I think this will depend a lot on the market we are talking about, right? So if we are talking about Mexico, Canada, they are totally different levels, right? But again, I think once we have deployed our equity and grow and show this profitability on the portfolio, then we will be in a solid position to start raising this additional capital and starting to increase on the leverage facilities with very attractive terms and potentially around one single changes range.

And I have a viewer question here, and I believe you showed the slide about, well, the different divisions, so to speak, on the yield here. But could you explain the concept of the yield on Keogh's credit lines? And how should I put that into, well, in combination with the revenues? But if we start first, the yield of the credit lines.

Sure, sure. Well, perfect. The yield, like I was trying to show in a more uh the visual way basically is a combination of the input change or discount rate plus the the interest rates that you can ask from the other side basically this is for a short period of term so if you take this in this amount this percentage and analyze this for the full year and multiply this by your outstanding credit volumes then you get your revenue stream in an annual basis. So for having this sort of explanations, we created an appendix for this presentation. So shareholders that are trying to understand how they can estimate revenues, how they should interpret yields and credit lines, we have attached this in this presentation. So we'll have this glossary now going forward so everyone can understand what's the main KPIs, how they

should be looking at it. That's thorough enough, I think. I have an email question here also. Can you give a rough estimate regarding the KEO's EBIT results for this calendar year? Please, go ahead.

No, I think in terms at least of revenue, so if you make a back of the envelope maths here, so imagine that we reach our $140 million after closing balance sheet into credits, right, and multiply this by an average yield of 20% as of now, then you get a revenue income in the year, right, of around $28 million. So, I mean, this is sort of this size by only having access to our own capital. But again, the idea is to start increasing these over time, leveraging the facilities so we can have even higher incomes across the year and the future.

And also, I believe you mentioned on the slide dual listings here on Nasdaq. So that would be a milestone to be looking at. Could you just mention the genius behind that?

Yeah, sure. No, I think this will be an important moment towards the capital base of Maha, right? Because by having access to this additional avenue, we will increase and bring more liquidity, institutional investors. So I think it will be an important milestone, important moment for the company. And we expect to conclude that during the course of the year.

And also by being listening there, you will be able to attract capital. And I think that we have a question here. Are banking partners required? Well, I think capital would be required. Or are you looking at any particular banking actors?

No, I think we are not in this stage to mention this. I think we will need to wait a little bit more so we can clarify on this. But for sure, we are still in a moment of focusing the closing of the transaction first, then we are start looking for the dual listing with more focus.

All right, Roberto, thank you for that. We had questions left, right and center. And as I said in the beginning, if there are questions here that people feel that they need a more granular or in-depth answer, we would forward them with a warm hand to the homepage. So, Roberto, thank you very much.

Thank you very much, Carl.

Thank everyone that has been listening to us.