Business Combinations | 5 Business Combinations The Company concluded some acquisitions to improve its portfolio of educational solutions as presented below: • January 14, 2022 • January 14, 2022 – MVP Consultoria e Sistemas Ltda. The Company’ business combinations are described below: Business Combinations during 2022 MVP Consultoria e Sistemas Ltda . and Phidelis Tecnologia Desenvolvimento de Sistemas Ltda. (“ Phidelis ”) On January 14, 2022, the Company acquired though its subsidiary, Somos Sistemas de Ensino S.A. (“Somos Sistemas”), the entities Phidelis Tecnologia Desenvolvimento de Sistemas and MVP Consultoria e Sistemas Ltda. (“Phidelis”). 2023 2024 Phidelis MVP Total Current assets Cash and cash equivalents 162 217 379 Trade receivables 65 131 196 Taxes recoverable 1 4 5 Total current assets 228 352 580 Non-current assets Property, plant and equipment - 72 72 Intangible assets - Customer Portfolio 1,521 2,313 3,834 Intangible assets - Software 523 2,702 3,225 Total non-current assets 2,044 5,087 7,131 Total Assets 2,272 5,439 7,711 Current liabilities Salaries and social contributions 58 4 62 Taxes payable - 10 10 Income tax and social contribution payable - 80 80 Other liabilities - 12 12 Total current liabilities 58 106 164 Non-current liabilities Provision for tax, civil and labor losses - 2,504 2,504 Total non-current liabilities - 2,504 2,504 Total liabilities 58 2,610 2,668 Net identifiable assets at fair value (A) 2,214 2,829 5,043 Total Consideration transferred (B) 3,600 18,366 21,966 Goodwill (B – A) (i) 1,386 15,537 16,923 (i) Goodwill is recognized based on expected synergies from combining the operations of the acquirees and of the Company, as well as an expected increase in the Company’s market-share due to the penetration of the Company’s products and services in regions where the Company did not operate before. At the time of the acquisition, future tax deductibility is probable as certain actions, necessary to integrate the businesses from a tax perspective, are intended by management and considered feasible from a legal perspective. From the date of acquisition to December 31, 2022, Phidelis contributed to a net revenue from sales and services in the amount of R$5,157, and net profit for the year in the amount of R$ 780. If the acquisition had occurred on January 1, 2022, Management estimates that net revenue from sales and services would have been R$ 1,264,287 and net loss for the year would have been R$ (54,572). Business Combinations during 2021 Sociedade Educacional da Lagoa Ltda. (“SEL”) On March 2, 2021, the Company acquired through its subsidiary, Somos Sistemas de Ensino S.A. (“ Somos Sistemas ”), the entity Sociedade Educacional da Lagoa Ltda. (“SEL”). SEL provides technical and pedagogical services to education platforms, including the maintenance of such platforms, development and improvement of contents and training of professionals. The consideration paid was R$ 65,000, of which R$ 38,124 was paid in cash and the remaining amount of R$ 26,876 is subject to certain post-closing price adjustments (conditioned to the minimum amount of R$ 39,400 total contract revenue for the next two years, 2023 2024 adjusted by the positive variation of 100% of CDI). Nota 1000 Serviços Educacionais S.A. (“ Redação Nota 1000 On May 27, 2021, the Company acquired through its subsidiary, Somos Sistemas de Ensino S.A. (“ Somos Sistemas ”) the entity Redação Nota 1000 The Redação Nota 1000 i ) solely by essay-review specialists (manual); (ii) on an automated basis by the company’s software, with a final review by a specialist (semi-automated); or (iii) exclusively on an automated basis by the company’s software. The consideration transferred was R$ 11,387, of which R$ 4,093 was paid in cash and the remaining amount of R$ 7,294 will be paid in installments with final due date on December 24, 2026 (each installment adjusted by the positive variation of 100% of CDI index). In addition, the Company recognized a contingent consideration of R$ 2,650 subjects to certain post-closing price adjustments (achievement of financial targets such as maintenance of contracts, net revenue and average global cost, in addition to non-financial targets such as platform engagement, satisfaction of the customer in the service provided and adequate level of information security, for the years 2022 2023 During 2022 the Company concluded the acquisition accounting and adjusted during the measurement period, intangible assets and goodwill in the amount of R$ 1,098. EMME – Produções de Materiais em Multimídia (“EMME”) On August 1, 2021 the Company acquired through its subsidiary, Somos Sistemas de Ensino S.A. (“ Somos Sistemas ”) the entity EMME, which provides educational marketing solutions for schools, through license of its “software as a service”. The consideration transferred was R$ 15,317 of which R$ 3,063 was paid in cash and the remaining amount of R$ 12,253 will be paid in installments with final due date on August 16, 2026 (each installment adjusted by the positive variation of inflation- “IPCA” – Extended National Consumer Price Index). During 2022 the Company concluded the acquisition accounting and adjusted, during the measurement period, intangible assets and goodwill, in the amount of R$ 1,055. Editora De Gouges S.A. (“De Gouges”) On October 29, 2021 the Company acquired through its subsidiary, Somos Sistemas de Ensino S.A. (“ Somos Sistemas ”) the entity De Gouges, which provides learning system (K- 12 The acquisition agreement for De Gouges provided an obligation on the subsidiary, Somos Sistemas de Ensino S.A. under the Commercial Agreement. (“ Somos Sistemas ”), to grant an amount of R$62,234 in discounts on the sale price of teaching materials to Eleva Holding’s partner schools (the selling shareholder), within a period of up to 5 years limited to the amount of R$16,600 years. For this operation, the Company recorded a liability generated in the business combination (Provision for trade discount) and which should be realized according to its use in the coming years. Net identifiable assets acquired, and liabilities assumed involved in the Business Combinations and Consideration transferred The acquisitions were accounted for using the acquisition method of accounting, i.e., the consideration transferred, and the net identifiable assets acquired, and liabilities assumed were measured at fair value, while goodwill is measured as the excess of consideration paid over those items. The following table presents the net identifiable assets acquired and liabilities assumed for each business combination in 2021 SEL Redação Nota 1000 EMME De Gouges Total Current assets Cash and cash equivalents 1,461 525 637 16,439 19,062 Trade receivables (vi) - 1,327 1,082 18,190 20,599 Inventories (iv) - - - 4,534 4,534 Prepayments - - 14 83 97 Taxes recoverable - - 9 1,947 1,956 Other receivables 180 - - 12 192 Total current assets 1,641 1,852 1,742 41,205 46,440 Non-current assets Property, plant and equipment 611 - 128 1,272 2,011 Other intangible assets - 1,099 1 38 1,138 Intangible assets - Customer Portfolio (ii) 18,783 - - 64,806 83,589 Intangible assets - Trade agreement (iii) - - - 247,622 247,622 Intangible assets - Software (v) 1,296 5,692 4,048 - 11,036 Total non-current assets 20,690 6,791 4,177 313,738 345,396 Total Assets 22,331 8,643 5,919 354,943 391,836 Current liabilities Suppliers - 180 13 1,107 1,300 Salaries and social contributions 1 124 600 2,871 3,596 Taxes payable 17 207 102 - 326 Income tax and social contribution payable 33 - - 5,232 5,265 Provision for trade discount - - - 15,000 15,000 Other liabilities - 1,673 2 25 1,700 Total current liabilities 51 2,184 717 24,235 27,187 Non-current liabilities Provision for tax, civil and labor losses - - - 1,231 1,231 Provision for trade discount - - - 47,234 47,234 Total non-current liabilities - - - 48,465 48,465 Total liabilities 51 2,184 717 72,700 75,652 Net identifiable assets at fair value (A) 22,280 6,459 5,202 282,243 316,184 Total Consideration transferred (B) 65,000 11,387 15,317 611,554 703,258 Goodwill (B – A) (i) 42,720 4,928 10,115 329,311 387,074 ( i ) Goodwill is recognized based on expected synergies from combining the operations of the acquirees and of the acquiror, as well as an expected increase in the Company’s market-share due to the penetration of the Company’s products and services in regions where the Company did not operate before. Also, the current tax law allows the deductibility of the acquisition date goodwill and fair value of net assets acquired when a non-substantive action is taken after acquisition by the Company ( i.e. when the Company merges or spins off the companies acquired) and therefore the tax and accounting bases of the net assets acquired are the same as of the acquisition date. (ii) As a result of purchase price allocation, the Company identified R$ 18,783 64,806 8 14 . (iii) As a result of the purchase price allocation, the Company identified R$ 247,622, a commercial agreement (“Eleva Holding”), which corresponds to the sale of teaching material from "De Gouges" to partner schools of "Eleva Holding" within 10 years, with an estimated sales rate of 10 % per year. (iv) As a result of the purchase price allocation, the Company identified R$ 4,534 33 (v) As a result of purchase price allocation, the Company identified R$ 11,036 Education System “Redação Nota 1000 14 (vi) Accounts receivable from customers comprise gross contractual amounts due of R$ 24,344 3,746 10 |