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VD Roberto Marchiori kommer på länk från São Paulo, presenterar resultatet och aktuella händelser under det gångna kvartalet. Ni som tittar live kan ju som alltid, och jag ser att en hel del redan har börjat, ställa frågor till ledningen och det gör ni i chatten.

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Presentationen kommer nu att fortsätta på engelska. Roberto, nice to see you again, and I trust the weather in São Paulo is more pleasant than it is here in Sweden.

Please, take it away.

Oh, Carl, nice to see you again, my friend. Hopefully, yeah, I I saw you are snowing very much in Sweden, stay warm.

Welcome, everybody, for our Q4 2025 earnings 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.

Starting with Q updates, here we bring the Q transaction timeline. As of first quarter of 2026, remembering, we concluded the relisting process with Nasdaq and also we approved the transaction through our EGM in in Stockholm.

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 kronor per share. We expect to conclude this during the quarter, but hopefully in the next weeks.

Of course, as we already mentioned before, we have the targets to the make to 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. This transaction actually transforms Maha now into a B2B credit and payments platform.

Having access to the FinTech platform and technology provided by Q and also operating under the American Express issuing licenses, summing with this capital base of Maha, a strong balance sheet, we will be well-positioned to capture growth in this attractive high-yield B2B markets across all Latin America by leveraging American Express established global card network. Showing a little bit what we have, what's Q technology, basically, we have a one-stop platform for local and cross-border B2B payment and financing solutions.

Looking to the WorkQ, 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 their terms of payment. It's created for domestic transactions.

When you look the Global Trade Card, it's a cross-border credit card program focused mainly on travel, entertainment, and also B2B cross-border payments. Of course, this is a global transaction solution.

Now presenting, we are going to say a little bit more in a couple slides going forward, but QRails is our B2B blockchain-based infrastructure where we can set real-time transactions for clients by using stablecoin technology. Also it's created for domestic and also cross-border payment solution through stablecoins that I already mentioned.

Starting now with WorkQ snapshot. Basically, just remember, Q is a proprietary WorkQ is a proprietary digital B2B revolving credit platform, clients can use revolving credits with a very simple setup and workflows.

At the same time, it's everything online and and you can approve it by this infrastructure. If you look to the chart, basically, every single transaction is based where when a buyer sends a invoice through our systems to the buyer's approval, and basically, if considering a hypothetical example here, if the buyer wants to extend 30 days their their payment date, we they can do that in exchange of an interest rate.

On the other hand, on the other side of the table, if the supplier wants to receive upfront instead of the due date of invoice, they can also receive upfront in exchange of a discount rate. In this hypothetical 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 end up, with a hypothetical example here of 1.5%, we'll have $1.5 income for each side of the table.

This is how we monetize through our Q solution. Going to GTC, our USD-denominated solution designed basically to support T&E and B2B cross-border payments, remembering is a US 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.

This can also provide additional tools for travel insurance, not only for that, but also for baggage delays. Basically, here is about the same, but the only difference, this is actually a virtual card.

Instead of a discount, we have the interchange fee to have access to the network, right, where the POS machines or virtual POSs are established. Of course, this is a flexibility we have.

We can extend additional terms on the cut-off dates of the credit card. If the buyer, the credit card user, wants to extend their payment date, they can ask this in exchange of an additional interest rate.

The economics is almost the same, but is a different tool for a different profile of usage. Here, we are presenting now QRails, a proprietary blockchain blockchain-based payment rails for instant payments.

This is a proprietary technology created by Q, clients can have access to tokens and stablecoins so they can make instant payments in terms of seconds or minutes. This is also creates a more secure environment, they can transact worldwides and make and making transaction settlements in seconds instead of needing to waste time and and wait like 2, 3 days.

Also this is already also important because sometimes weekends are not allowed to transact. This feature, this tool enables transactions even during the course of the weekends.

This bring more agile agile transactions for customers and clients. Going to a 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 through WorkQ with a higher yield of 22%, and we have also the Global Trade Card where started through the loan agreement of around $18 million with an average annual yield of 13%. Again, after closing, we we expect to have a faster pace here on the on the on building the portfolio and making this growth happening very strongly.

Going to Venezuela update. Basically now, we are assessing strategic 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.

Just highlighting the latest news on on Venezuela, basically, we have, as of one of the main points, the Venezuela 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. Basically, we will have the same due date here, up to 180 days to negotiate with PDVSA our new framework agreement.

On the US policy topic, basically, OFAC has issued the General License 49 and 50, covering the OFAC General License 44 49, sorry, it will allow us allow in broader terms current negotiation of contingent contracts for investments on the oil and gas industry operations in Venezuela. Of course, and then after you you negotiate and have the agreement settled, you are subject to a separate authorization from OFAC through the General License No.

50. As next steps to us, basically, after we already concluded, remembering, the the business plan, the development plan from Petro Urdaneta, 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.

Basically, these are the 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 US, basically now we don't have recognition of revenues.

Our our financial statements is a little bit different for comparable comparative purposes. Just want to highlight this before we enter here in this new section.

Walking through the 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 a non-recurring crease over the quarter mainly explained by these activities related to this M&A and the financial structure previously announced related to Q world transactions. As you can see here, we also are we are showing the total financial income, which, as you can see, we have an increase on on the financial income after we basically divested from Brava shares.

Of course, we expect to start deploying this cash instead of T-bills, you see, this sort of low-digit investments, into Q business and start increasing our financial actually starting to generate revenues from and and income from these credit operations. Going to the cash flow overview.

Basically, we started the quarter with net cash of 90 $93.8 million, and we end up the quarter with basically $93.1 million in net cash plus credits. Basically, the main considerations during the quarter was that we receive our payment from the sale of Illinois Basin and that we prepay our past debt of $12.5 million.

Nevertheless, we remain with the same net cash position basically. Going here, we we just want to bring this slide where we are going to make some comments on the pro forma that we release in the last couple of weeks.

Remembering, we published the pro forma consolidation of 2025 combining Q world's figures and also Maha. Basically, we we we thought it was important to understand what was some non-cash events and also some non-recurring events which could bring more color on what could be the the basis of net results going forward considering the previous numbers and the previous last year outstanding credit volume of Q.

Basically making the all non-cash taking out all the non-cash adjustment and this also excluding the discontinued operations and non-recurring G&A, and also one-off expenses, we end up the quarter actually the year of 2025 of adjusted pro forma net results of 2025 of $4 million. This is a little bit how we we we are considering for the for the future, for this year, right?

We we believe we are entering in this new phase with a a profitable base, supporting the scalable expansion through this acquisition of a new portfolio of credits. As we go through the the year and start growing the credits, we expect to have even better figures out of the year.

As closing remarks, we expect to conclude the business combination 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 by not only by Maha, but also the capital raise, remember we are raising $27 million, and and by doing that, Maha will be well-positioned to capture disciplined growth in this attractive markets of B2B clients in Latin America. We will keep our strong focus on efficient capital capital allocation and operational excellence in execution, and also leveraging this unique opportunity with and by having access to American Express network.

Looking forward, of course, will be a we'll be working hard to setting the foundations to support this historic and substantial growth in in Q side business. At the same time, we'll not we'll keep on our radar the dual listing, which will remain a a 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 US institutional avenue.

In the end, on Petro Urdaneta, as I mentioned before, there's 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. This is how I want to close my presentation, Carl.

Thank you very much, and and let's move to the Q&A session.

Thank you for that, Roberto. I think you finishing off there with Petro Urdaneta could be a good segue to the first line of questions.

I'm going to structure this as starting with Venezuela and then ending with Q. For any listeners and viewers who would like to ask questions later on, I've forward them to the company.

You mentioned the OFAC licenses, and we have a couple of questions here on the strategic options for Petro Urdaneta. What are your plans for the assets?

Just let me read it here: would you sell the Venezuela assets, initiate a joint venture, or will you start production if the regulatory, let's say, obstacles will evaporate?

Thank you very much, Carl. Like I mentioned in the previous slide, 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. 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 the most efficient way so we can monetize and unlock more shareholder value to us.

I'll have to expose my ignorance here because when it comes to time frame here, you mention expiring in May, but also 180 days here. Could you give us a feel for a time frame 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.

These contracts, basically, we already knew from the past, we are a little bit one step ahead. I'm very sure that we are going to have everything ready before the maturity date of our call option.

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. No, like what I mentioned before, by having the General License No.

49, we'll have access to negotiate with PDVSA and potentially sign the contracts. Once we conclude this process, then we are going to request access to the General License No.

50, then we will be able to start operating, investing, and making the offtakes out of the country. This is the step, right?

First, we need to negotiate the contracts under the General License No. 49, and once we are ready, have the contract signed, we have the General License No.

50 to start looking for the best alternative and potentially operating in the future.

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 Maha-Q to be cash flow positive on the concern level?

Sure. I remember this slide that I showed about the adjusted pro forma, excluding non-cash effects, excluding also non-recurring expenses.

Basically, and having the previous year line of credit of Q was without this source of capital base, without a strong balance sheet, potentially, we would be already profitable. As long as we start growing the portfolio, hopefully, we will be starting to generate better figures and be on the profitable base position.

If we look at KPIs here, which KPIs should investor track during the first, well, 12 months or even in shorter term to assess whether you're, well, moving ahead with the integration in the way you would like?

Sure. We brought here today some KPIs.

I think this is the main ones to start keeping the track. 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.

Hopefully, we will bring more KPIs very, very soon.

How would you prioritize capital going forward between, well, growth, or efforts on growth, lowering the debts, and possible share buyback?

Sure. No, first, nowadays, we don't have any debt inside neither Maha neither Q.

We don't have this issue. Secondly, I think the plan is to start deploying our balance sheets by growing the portfolio, increasing the credit lines over time, we can start benefiting from these revenues, these incomes, and starting to generate positive cash flow.

That's the idea. 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?

We can leverage the facility and grow even more and benefit even for higher yields. That's the main rationale.

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?

You mentioned here, accelerated business could be either growing the lending facilities and/or credit-related acquisitions?

Sure. 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?

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.

By having this track record deploying first the equity cushion of Maha inside this portfolio, we'll create an environment and credit statistics, senior lenders have more comfort and we can raise more cheap capital than running things and start doing it right now. That's how we think, start with the equity, and then in parallel, once we reach this portfolio size, we start looking for the debt alternatives.

Of course, if there's any huge and good opportunity that makes sense, we will evaluate. Yeah.

Basically, one question here: are you looking to expand within FinTech or lending or with both areas? The answer would be yes if there is an opportunity?

Our focus is 100% on the FinTech business, Carl. We want to start, like I said, growing our portfolio, growing our base with our balance sheet.

Of course, if there's a FinTech potential M&A with a solid opportunity, we will evaluate. For now, our focus is 100% on setting here the foundations and starting growing the portfolio.

At what interest level do you think you could attract senior debt, and if you could elaborate a little bit about the environment?

Sure. I think we already talked about this in one of our latest webcasts, but I think this will depend a lot on the market we are talking about, right?

If we are talking about Mexico, Canada, they are totally different levels, right? 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 digits range.

I have a viewer question here, and I believe you showed the slide about the different divisions, to speak, on the yield here, but could you explain the concept of the yield on Q's credit lines, and how should I put that in combination with the revenues? If we start first, the yield of the credit lines?

Sure. No, perfect.

The yields, like I was trying to show in a more visual way, basically is a combination of the interchange or discount rate plus the interest rates that you can ask from the other side. Basically, this is for a short period of term.

If you take this in this amount, this percentage, and annualize this for the full year and multiply this by your outstanding credit volumes, then you get your revenue stream in an annual basis. For having this sort of explanations, we created an appendix for this presentation, 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, we'll have this glossary now going forward so everyone can understand what's the main KPIs, how they should looking at it.

That's thorough enough, I think. I have an email question here also: can you give a rough estimates regarding the Q's EBIT results for this calendar year?

Please, go ahead.

No, I think in terms, at least, of revenue, if we make a back-of-the-envelope maths here, 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. This is sort of the size by only having access to our own capital.

Again, the idea is to start increasing this over time, leveraging the facility so we can have even higher incomes across the year and the future.

Also, I believe you mentioned on the slide dual listings here on Nasdaq. That would be a milestone to be looking at.

Could you just mention the genius behind that? 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 will increase and bring more liquidity, institutional investors. I think it will be an important milestone, an important moment for the company, and we expect to conclude that during the course of the year.

Also, by being listed there, you will be able to attract capital. I think that we have a question here: are banking partners required?

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.

For sure, we are still in a moment of focus in the closing of the transaction first. Then we start looking for the dual listing with more focus.

All right, Roberto. Thank you for that.

We had questions left, right, and center. 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 home page.

Roberto, thank you very much.

Thank you very much, Carl. Thank everyone that has been listening to us.