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6-K 1 dp228655_6k.htm FORM 6-K

 

 

 

 

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 May 2025

 

Commission File Number: 001-39415 

 

Vasta Platform Limited

(Exact name of registrant as specified in its charter)

 

Av. Paulista, 901, 5th Floor

Bela Vista

São Paulo – SP, 01310-100

Brazil
+55 (11) 3047-2655

(Address of principal executive office)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

 

Form 20-F

  Form 40-F  

 

 

 

 

 

TABLE OF CONTENTS

 

ITEM  
99.1. Press release dated May 8, 2025 – Vasta Platform Limited announces today its financial and operating results for the first quarter of 2025.
99.2 Vasta Platform Limited Unaudited Condensed Interim Consolidated Financial Statements as of March 31, 2025, and for the three-month periods ended March 31, 2025 and 2024.
 

SIGNATURE

 

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, thereunto duly authorized.

 

  Vasta Platform Limited
   
   
  By: /s/ Guilherme Alves Mélega
    Name: Guilherme Alves Mélega
    Title: Chief Executive Officer

 

Date: May 8, 2025

 

 

EX-99.1 2 dp228655_ex9901.htm EXHIBIT 99.1

Exhibit 99.1

 

   

 

São Paulo, May 8, 2025 – Vasta Platform Limited (NASDAQ: VSTA) – “Vasta” or the “Company” announces today its financial and operating results for the first quarter of 2025 (1Q25) ended March 31, 2025. Financial results are expressed in Brazilian Reais and are presented in accordance with International Financial Reporting Standards (IFRS).

 

HIGHLIGHTS

 

In the 2025 sales cycle to date (which commenced 4Q24 through 1Q25), net revenue increased 11% to R$1,129 million compared to the same period of the 2024 sales cycle, mostly due to the conversion of Annual Contract Value (“ACV”) bookings into revenue in the period. In 1Q25, net revenue totaled R$430 million, a 7% decrease compared to the same period in the previous year.

 

Vasta’s accumulated subscription revenue in the 2025 sales cycle to date year totaled R$1,019 million, a 17% increase compared to the previous year’s sales cycle. Complementary solutions net revenue in the 2025 sales cycle increased 24%, to R$223 million, compared to the 2024 sales cycle.

 

The business unit of Brazilian public-school sector (B2G) continues to generate new contracts and new revenues for Vasta. In this growth avenue, we achieved R$ 5.0 million in revenue in 1Q25 with revenues coming from  new contracts, compared to R$69 million in 1Q2024, when the totality of Pará contract (1st and 2nd Semester) was booked all at once. In 2025 cycle, 1st Semester of Pará contract was booked in 4Q2024 and 2nd Semester is expected to be performed throughout the year.

 

In the 2025 sales cycle to date, Adjusted EBITDA grew by 5% to R$420 million, from R$402 million in the same period of the 2024 sales cycle, and Adjusted EBITDA Margin decreased by 2.4 p.p., from 39.6% to 37.2%. In 1Q25, Adjusted EBITDA totaled R$121 million, a decrease compared to R$162 million in 1Q24, and Adjusted EBITDA Margin achieved 28.2%, 7 p.p. lower than 1Q2024, because of different seasonality in 2025 B2G revenues , as explained above, and higher marketing expenses.

 

Vasta recorded an Adjusted Net Profit of R$140 million in the 2025 sales cycle to date, a 4% decrease compared to R$146 million in the 2024 sales cycle. In 1Q25, Adjusted Net Profit totaled R$26 million, a 49% decrease compared to R$50 million in 1Q24.

 

Free cash flow (FCF) totaled R$144 million in the 2025 sales cycle to date, a R$92 million increase from R$52 million in the 2024 sales cycle. In 1Q25 FCF totaled R$74 million, a 42% increase from R$52 million in 1Q24. The last twelve-months (LTM) FCF/Adjusted EBITDA conversion rate improved from 42.5% to 50.8%, as a result of Vasta’s growth and implementation of sustained efficiency measures. Additionally, first semester of 2025 will benefit from early collections regarding 2025 sales cycle, which will be normalized throughout the year.

 

Mr. Mario Ghio, former Vasta´s CEO, resigned from his board member position, to pursue personal projects. Mr. Guilherme Melega was appointed by the Board to replace him as board member.

 

 

 

 

 

 

1

 




MESSAGE FROM MANAGEMENT

 

The 1Q25 results represent the halfway through of the 2025 sales cycle, where we continue to deliver relevant financial results. In the 2025 sales cycle to date, net revenue increased 11% to R$1,129 million, compared to the same period of the 2024 sales cycle, mostly due to the conversion of ACV into revenue.

 

Vasta’s accumulated subscription revenue in the 2025 sales cycle to date totaled R$1,019 million, a 17% increase compared to the previous sales cycle. Our complementary solutions have seen important growth of 24% in the 2025 sales cycle when compared to the same period of 2024, with an accelerated increase in both student base and market penetration. The partners-school base that uses our complementary solutions increased to an aggregate of 2,149 schools.

 

Start-Anglo bilingual school operations, which have already achieved R$4,3 million of the subscription revenue in the 2025 sales cycle, started showing results and despite the small net revenue in relation to total company, these numbers reinforce the importance of Start Anglo in our future business and demonstrate an important source of revenue for the coming years. In a short time, it has evolved from concept to reality, with 7 operating units in 2025. We have already signed more than 40 contracts, and we expect these units will be operational in the coming years and we have been working to convert in contract our strong pipeline, with more than 300 prospects.

 

Our technology platform, Plurall, has achieved a new stage of development and service delivery. In the last year, we delivered new features to teachers, schools, and students, using artificial intelligence powered by AWS (Amazon Web Services). In 2025, it was already created more than 1.4 million objects (questions, slides, pictures, tests) using our AI features, and our intelligent assistant "Plu" has been supporting students to have a personalized learning experience by responding to questions about specific subjects and assisting them in their daily study time. For teachers, Plu will be a personalized partner and will streamline activities such as creating presentations, slides, videos, questions, lesson plans, and teaching materials. We have been working on improving our platform focused on creating an Individualized Educational Plan (IEP), and Plurall  is expected to be able to generate personalized pedagogical recommendations (to be implemented in 2026) and assist teachers and schools in inclusive practices, providing an innovative solution to help educators transform challenges into opportunities for growth. Focused on the concepts of inclusion, diversity, and equity in continuous education, Plurall AI advances towards creating a welcoming educational environment for all students.

 

In the B2G segment, this quarter we achieved R$ 5 million in net revenue, coming from 5 new contracts. In 1Q24, we achieved R$ 69 million, when the totality of Pará contract (1st and 2nd Semester) was booked at once. In 2025 cycle, 1st Semester of Pará contract was booked in 4Q24 and 2nd Semester is expected to be performed throughout the year. We remain confident in our strategy to have a positive impact on public education, serving this segment and its students with our extensive portfolio of core content solutions, digital platform, and additional offerings, along with the custom learning solutions developed over decades in the private sector.

 

The continued growth of the company's profitability was another highlight of the 2025 sales cycle to date as the Adjusted EBITDA grew by 5% to R$420 million compared to R$402 million in the previous year, and Adjusted EBITDA Margin decreased from 39.6% in the same period of the 2024 sales cycle to 37.2% in the 2025 sales cycle to date. In proportion

 

 

 

 

2

 




to net revenue, gross margin decreased 3.2 p.p. in the sales cycle to date, mainly due to a different seasonality in 2025 B2G revenues, as explained above, and higher marketing expenses related to business expansion.

 

The company’s cash flow generation was one of the main highlights of the 2025 sales cycle to date. Free cashflow (FCF) totaled R$144 million, a R$92 million increase from R$52 million at the same point of the 2024 sales cycle. The last twelve-month (LTM) FCF/Adjusted EBITDA conversion rate improved from 42.5% to 50.8% as a result of Vasta’s growth and implementation of sustained efficiency measures. Additionally, first semester of 2025 will benefit from early collections regarding 2025 sales cycle, which will be normalized throughout the year.

 

It is worth saying that these measures include certain improvements in our collection processes, including process automation, reminders and past-due notifications, customer segmentation, and faster renegotiation of delayed receivables. On the payments side, we implemented several initiatives to achieve better discipline in payments, such as rigorous financial planning, centralization of payments on single monthly dates, and negotiating longer payment terms with suppliers.

 

Moreover, we continue to make progress on deleveraging the company. The net debt/LTM adjusted EBITDA of 2.06x as of the end of 1Q25 shows a downward trend being 0.16x less than as of 1Q24.

 

 

 

 

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OPERATING PERFORMANCE

 

Student base – subscription models

 

    2025   2024   % Y/Y   2023   % Y/Y
Partner schools - Core content   5,025   4,744   5.9%   5,032   (5.7%)
Partner schools – Complementary solutions   2,149   1,722   24.8%   1,383   24.5%
Students - Core content   1,489,698   1,432,289   4.0%   1,539,024   (6.9%)
Students - Complementary content   563,525   483,132   16.6%   453,552   6.5%

Note: Students enrolled in partner schools

 

As we conclude the period of return of collections, we update the number of partner schools and enrolled students for the 2025 sales cycle. In this sales cycle, Vasta provides approximately 1.5 million students with core content solutions and more than 560,000 students with complementary solutions. This is aligned with the company’s strategy to focus on improving its client base in 2025 through a better mix of schools and growth in premium education systems (Anglo, PH, Amplia and Fibonacci), brands with higher average ticket, lower defaults, greater adoption of complementary solutions and longer-term relationships.

 

 

 

 

4

 




FINANCIAL PERFORMANCE

 

Net revenue

 

Values in R$ ‘000   1Q25   1Q24   % Y/Y   2025 cycle   2024 cycle   % Y/Y
Subscription   400,132   357,387   12.0%   1,019,444   872,247   16.9%
  Core content   352,613   308,292   14.4%   795,552   692,004   15.0%
  Complementary solutions   47,519   49,095   (3.2%)   223,892   180,243   24.2%
B2G   25,045   34,298   (27.0%)   68,827   73,546   (6.4%)
Non-subscription   5,215   69,031   (92.4%)   41,050   69,031   (40.5%)
Total net revenue   430,392   460,716   (6.6%)   1,129,321   1,014,824   11.3%
% Subscription   93.0%   77.6%   15.4p.p.   90.3%   86.0%   4.3p.p.

Note: n.m.: not meaningful

 

In 1Q25, Vasta’s net revenue totaled R$430 million, a 6.6% decrease compared to 1Q24, mainly due to lower revenue from B2G. In the 2025 sales cycle to date (4Q24 and 1Q25), Vasta’s net revenue totaled R$1,129 million, an 11.3% increase compared to the same period of the 2024 sales cycle. Subscription revenue grew 16.9% in the 2025 sales cycle to date, mostly due to the conversion of ACV into revenue.

 

EBITDA

 

Values in R$ ‘000   1Q25   1Q24   % Y/Y   2025 cycle   2024 cycle   % Y/Y
Net revenue   430,392   460,716   (6.6%)   1,129,321   1,014,824   11.3%
Cost of goods sold and services   (141,213)   (140,083)   0.8%   (409,225)   (335,526)   22.0%
General and administrative expenses   (132,690)   (139,902)   (5.2%)   (239,924)   (235,553)   1.9%
Reversal of tax contingencies   -   -   n.m.   92,558   -   n.m.
Commercial expenses   (97,699)   (73,260)   33.4%   (169,880)   (140,388)   21.0%
Other operating (expenses) income   64   1,785   (96.4%)   (9,276)   2,352   (494.4%)
Share of loss equity-accounted investees   (1,922)   (3,060)   (37.2%)   (4,503)   (16,183)   (72.2%)
Impairment losses on trade receivables   (12,546)   (13,205)   (5.0%)   (34,350)   (42,199)   (18.6%)
Profit before financial income and taxes   44,386   92,991   (52.3%)   354,721   247,328   43.4%
(+) Depreciation and amortization   72,036   65,533   9.9%   142,734   136,563   4.5%
EBITDA   116,422   158,524   (26.6%)   497,455   383,891   29.6%
EBITDA Margin   27.1%   34.4%   (7.4 p.p.)   44.0%   37.8%   6.2 p.p.
(+) Layoff related to internal restructuring   255   501   (49.1%)   339   980   (65.4%)
(+) Share-based compensation plan   4,701   3,334   41.0%   6,730   3,229   108.4%
(+) M&A adjusting expenses   -   -   0.0%   8,271   13,776   (40.0%)
(-) Reversal of tax contingencies   -   -   0.0%   (92,558)   -   0.0%
Adjusted EBITDA   121,378   162,359   (25.2%)   420,237   401,876   4.6%
Adjusted EBITDA Margin   28.2%   35.2%   (7.0 p.p.)   37.2%   39.6%   (2.4 p.p.)

Note: n.m.: not meaningful

 

 

 

 

5

 




In the 2025 sales cycle to date, Adjusted EBITDA reached R$420 million, representing an increase of 4.6% in comparison to the same period of the 2024 sales cycle, with a margin of 37.2%, compared to 39.6% in the same period of the 2024 sales cycle. This increase in Adjusted EBITDA was mainly driven by gains in operating efficiency and a sales mix that benefited from the growth of subscription products, compensating for lower net revenue in the B2G segment. In 1Q25, Adjusted EBITDA totaled R$121 million, a 25.2% decrease compared to R$162 million in 1Q24, mainly impacted by lower net revenue in the B2G segment and higher marketing expenses, substantially linked to the seasonal effect of commissions to be paid on e-commerce net revenue.

 

In the 2025 cycle to date, the Company proceeded with the partial reversal of the tax contingencies, based on the opinion of its legal advisors, related to the discussions of goodwill and other subjects derived from the acquisition of the Anglo Group in 2010 and subsequent restructuring. Company decided to partially reverse certain provisions in the total amount of R$ 532,717, comprising (i) R$ 92,558 reversals of the principal portion, which impacted positively our general and administrative expenses (ii) R$ 233,198 reversals of the income tax and social contribution, (iii) R$ 206.961 reversal of interest and fines, in the Finance result.

 

(%) Net Revenue   1Q25   1Q24   Y/Y (p.p.)   2025 cycle   2024 cycle   Y/Y (p.p.)
Gross margin   67.2%   69.6%   (2.4 p.p.)   63.8%   66.9%   (3.2 p.p.)
Adjusted cash G&A expenses (1)   (13.4%)   (15.6%)   2.2 p.p.   (8.5%)   (9.3%)   0.9 p.p.
Commercial expenses   (22.7%)   (15.9%)   (6.8 p.p.)   (15.0%)   (13.8%)   (1.2 p.p.)
Impairment on trade receivables   (2.9%)   (2.9%)   (0.0 p.p.)   (3.0%)   (4.2%)   1.1 p.p.
Adjusted EBITDA margin   28.2%   35.2%   (7.0 p.p.)   37.2%   39.6%   (2.4 p.p.)

(1) Sum of general and administrative expenses, other operating income and profit (loss) of equity-accounted investees, less: depreciation and amortization, layoffs related to internal restructuring, share-based compensation plan and M&A one-off adjusting expenses.

 

Gross margin decreased 3.2 p.p. in the sales cycle to date mainly due to lower net revenue in the period. Adjusted cash G&A expenses reduced by 0.9 p.p. driven by workforce optimization and budgetary discipline, while Commercial expenses increased by 1.2 p.p. driven by higher expenses related to business expansion and marketing investments. Impairment on trade receivable (PDA), which the Company booked in 4Q23 as additional provision for expected credit losses related to customers in mainstream brands, reduced by 1.1 p.p.

 

Finance Results

 

Values in R$ ‘000   1Q25   1Q24   % Y/Y   2025 cycle   2024 cycle   % Y/Y
Finance income   12,631   13,543   (6.7%)   26,612   30,218   11.9%
Finance income from contingencies   -   -   -   206,961   -   n.m.
Finance costs   (58,344)   (69,810)   (16.4%)   (113,913)   (141,202)   (19.3%)
Total   (45,713)   (56,267)   (18.8%)   119,660   (110,984)   (207.8%)

 

In the first quarter of 2025, finance income totaled R$12.6 million, a 6.7% decrease from R$13.5 million in 1Q24. In the 2025 sales cycle to date, finance income increased to R$233.6 million from R$30.2 million in the same period of the 2024 sales cycle. Finance income was positively impacted by a gain of R$207 million recorded in 4Q24, resulting from the reversal of interest on tax contingencies.

 

 

 

 

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Finance costs in 1Q25 decreased 16.4% to R$58.3 million, from R$69.8 million in 1Q24. In the 2025 sales cycle to date finance cost decreased 19.3% compared to the same period in the 2024 sales cycle driven by the reduction of the interest on provision for tax, civil and labor risks as a result of the reversal of tax contingencies recorded in 4Q24.

 

Net profit (loss)

 

Values in R$ ‘000   1Q25   1Q24   % Y/Y   2025 cycle   2024 cycle   % Y/Y
Net (loss) profit   (3,376)   21,942   (115.4%)   604,346   81,910   637.8%
(+) Layoffs related to internal restructuring   255   501   (49.1%)   339   980   (65.4%)
(+) Share-based compensation plan   4,701   3,334   41.0%   6,730   3,229   108.4%
(+) Amortization of intangible assets(1)   39,395   39,304   0.2%   78,790   79,598   (1.0%)
(+) Success fee (tax contingencies reversal)   -   -   0.0%   9,333   -   0.0%
(-) Income tax contingencies reversal   -   -   0.0%   (532,717)   -   0.0%
(+) M&A adjusting expenses   -   -   0.0%   8,271   13,776   (40.0%)
(-) Tax shield(2)   (15,079)   (14,667)   2.8%   (35,177)   (33,178)   6.0%
Adjusted net profit   25,896   50,414   (48.6%)   139,915   146,314   (4.4%)
Adjusted net margin   6.1%   11.0%   (4.9 p.p.)   12.5%   14.5%   (2.0 p.p.)

Note: n.m.: not meaningful; (1) From business combinations. (2) Tax shield (34%) generated by the expenses that are being deducted as net (loss) profit adjustments.

 

In the first quarter of 2025, adjusted net profit totaled R$26 million, a 48.6% decrease compared to R$50 million in 1Q24. In the 2025 sales cycle to date, adjusted net profit reached R$140 million, a 4.4% decrease from an adjusted net profit of R$146 million in the same period of the 2024 sales cycle.

 

Accounts receivable and PDA

 

Values in R$ ‘000   1Q25   1Q24   % Y/Y   4Q24   % Q/Q
Gross accounts receivable   946,669   864,511   9.5%   952,995   (0.7%)
Provision for doubtful accounts (PDA)   (87,590)   (93,489)   (6.3%)   (89,751)   (2.4%)
Coverage index   9.3%   10.8%   (1.6 p.p.)   9.4%   (0.2 p.p.)
Net accounts receivable   859,079   771,022   11.4%   863,244   (0.5%)
Average days of accounts receivable(1)   188   180   8   186   2

(1) Balance of net accounts receivable divided by the last-twelve-month net revenue, multiplied by 360.

 

The average payment term of Vasta’s accounts receivable portfolio was 188 days in 1Q25, which represents 8 days higher than the same quarter of the previous year but remaining stable comparing to 4Q24.

 

 

 

 

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Free cash flow

 

Values in R$ ‘000   1Q25   1Q24   % Y/Y   2025 cycle   2024 cycle   % Y/Y
Cash from operating activities(1)   109,790   102,347   7.3%   228,455   159,716   43.0%
(-) Income tax and social contribution paid   -   -   0.0%   (379)   (672)   (43.6%)
(-) Payment of provision for tax, civil and labor losses   (722)   (134)   438.8%   (1,946)   (376)   417.6%
(-) Interest lease liabilities paid   (2,938)   (2,029)   44.8%   (5,992)   (3,530)   69.7%
(-) Acquisition of property, plant, and equipment   (1,464)   (8,983)   (83.7%)   (20,498)   (12,273)   67.0%
(-) Additions of intangible assets   (24,956)   (34,776)   (28.2%)   (44,809)   (78,643)   (43.0%)
(-) Lease liabilities paid   (5,535)   (4,300)   28.7%   (11,315)   (12,230)   (7.5%)
Free cash flow (FCF)   74,175   52,125   42.3%   143,516   51,992   176.0%
FCF/Adjusted EBITDA   61.1%   32.1%   29.0 p.p.   34.2%   12.9%   21.2 p.p.
LTM FCF/Adjusted EBITDA   50.8%   42.5%   8.3 p.p.   50.8%   42.5%   8.3 p.p.

(1) Net (loss) profit less non-cash items less and changes in working capital. Note: n.m.: not meaningful

 

Free cash flow (FCF) totaled R$74 million in 1Q25, a 42.3% increase from R$52 million in 1Q24. In the 2025 sales cycle to date, FCF totaled R$144 million, a R$92 million increase from R$52 million in the same period of the 2024 sales cycle. The last twelve-month (LTM) FCF/Adjusted EBITDA conversion rate improved from 42.5% to 50.8% as a result of Vasta’s growth and implementation of sustained efficiency measures. These measures include certain improvements in our collection processes, including process automation, reminders and past-due notifications, customer segmentation, and faster renegotiation of delayed receivables . On the payments side, we implemented several initiatives to achieve better discipline in payments, such as rigorous financial planning, centralization of payments on single monthly dates, and negotiating longer payment terms with suppliers. Additionally, the first semester of 2025 will benefit from early collections regarding 2025 sales cycle, which will be normalized throughout the year.

 

Financial leverage

 

Values in R$ ‘000   1Q25   4Q24   3Q24   2Q24   1Q24
Financial debt   771,727   762,005   764,693   768,459   762,985
Accounts payable from business combinations   449,467   436,600   630,267   618,830   616,247
Total debt   1,221,194   1,198,605   1,394,960   1,387,289   1,379,232
Cash and cash equivalents   12,345   84,532   96,162   50,868   67,214
Marketable securities   245,941   111,313   258,945   272,991   242,799
Net debt   962,908   1,002,760   1,039,853   1,063,430   1,069,219
Net debt/LTM adjusted EBITDA   2.06   1.97   2.32   2.28   2.22

  

 

As of the end of 1Q25, Vasta had a net debt position of R$963 million, a R$40 million decrease compared to 4Q24, mainly due to positive FCF generation, compensated by financial interest costs. Compared to 1Q24, the net debt position decreased R$ 106 million. The net debt/LTM adjusted EBITDA as of 2.06x shows a downward trend being 0.16x less than as of 1Q24.

 

 

 

 

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ESG

 

Sustainability Report

 

In August 2024, we disclosed Vasta´s third sustainability report regarding the year of 2023 and it was prepared in accordance with international standards and the implementation of our corporate strategy, challenges, and achievements, while also reaffirming our commitment to transparency and sustainability. These include the publication of its second Greenhouse Gas Inventory, the company's adherence to the UN Global Compact, the dedication of 1,991 thousand hours to the Corporate Volunteer Program, the SOMOS Afro program, an affirmative internship program, and the fact that 29% of the seats on the Board of Directors are occupied by women.

 

The report complies with the Global Reporting Initiative (GRI) 2021 version and considers other standards recognized in Brazil and abroad, such as the Sustainability Accounting Standards Board (SASB) guidelines for the education sector, the guidelines of the IBC Stakeholder Capitalism Metrics from the World Economic Forum, and the principles of the International Integrated Reporting Council (IIRC).

 

The document is available at: https://ir.vastaplatform.com/esg/. Information contained in, or accessible through, our website is not incorporated by reference in, and does not constitute a part of, this press release.

 

In line with the topics identified in the materiality process, every quarter we present Vasta's most material indicators:

 

Key Indicators

 

ENVIRONMENT

 

Water withdrawal2
SDGs GRI Disclosure Unit 1Q2025 1Q2024 % Y/Y 4Q2024 % Q/Q
3, 11, 12 303-3 Total water withdrawal 7,343 6,515 13% 7,154 2.6%
Municipal water supply1 % 100% 100% 0 p.p. 100% 0 p.p.
Groundwater % 0% 0% 0 p.p. 0% 0 p.p.
Energy consumption within the organization2
SDGs GRI Disclosure Unit 1Q2025 1Q2024 % Y/Y 4Q2024 % Q/Q
12, 13 302-1 Total energy consumption GJ 3,384 3,339 1% 3,468 -2.4%
Energy from renewable sources2 % 66% 78% (12 p.p.) 74% (8 p.p.)

The 2024 data was adjusted as part of the annual reparameterization process, since some utility bills may not be available at the time of data closing. The increase in water consumption in the first quarter of 2025 is due to the integration of the new unit, Start Anglo Liceu, offset by the deactivate Anglo Tamandaré unit, which is no longer impacting the data.

 

 

 

 

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SOCIAL

 

Diversity in workforce by employee category
SDGs GRI Disclosure Unit 1Q2025 1Q2024 % HA 4Q2024 % HA
5 405-1 C-level – Women % 22% 29% (7 p.p.) 22% 0 p.p.
C-level – Men % 78% 71% 7 p.p. 78% 0 p.p.
C-level- total4 no. 9 7 29% 9 0.0%
Leadership (≥ managers) – Women % 44% 45% (1 p.p.) 45% (1 p.p.)
Total - Leadership (≥ managers) – Men % 56% 55% 1 p.p. 55% 1 p.p.
Leadership (≥ managers) 5 – total no. 124 144 -14% 117 6.0%
Academic staff – Women % 28% 18% 10.0 p.p. 15% 13 p.p.
     Academic staff – Men % 72% 83% (11.0 p.p.) 85% (13 p.p.)
Academic staff 6 - total no. 96 80 20% 73 31.5%
Administrative/Operational – Women % 54% 56% (2 p.p.) 54% 0 p.p.
Administrative/Operational – Male % 46% 44% 2 p.p. 46% 0 p.p.
Administrative/Operational 7 - total no. 1,229 1,595 -23% 1,215 1.2%
Employees – Women % 51% 54% (3 p.p.) 51% 0 p.p.
Employees – Men % 49% 46% 3 p.p. 49% 0 p.p.
Employees - total no. 1,458 1,831 (0 p.p.) 1,424 2.4%

 

Continuing our Diversity and Inclusion efforts, we are committed to promoting inclusion and recognizing the multiple identities that make up both our society and Cogna. On National Trans and Transvestite Visibility Day, we took the opportunity to reaffirm our commitment to the inclusion of the trans and transvestite community, combating discrimination and promoting equal rights. Throughout this week, we emphasized the importance of this date through posts on our internal social network, with the aim of inspiring and mobilizing everyone toward a fairer and more respectful environment. Additionally, in March 2025 we celebrated International Women's Day, a historic occasion that invites us to reflect on the importance of working not only for a diverse job market but for a plural and equitable society. During this period, we highlighted the #WomenWhoEmpower and recognized the talent, dedication, and achievements of our female colleagues, who are essential to the success and growth of Cogna. These actions are crucial in strengthening our commitment to a more inclusive and respectful workplace.

 

Social impact* 8
SDGs GRI Disclosure Unit 1S2025 1S2024 2S2024
4, 10 - Scholars of the Somos Futuro Program no. 229 215 219

* Indicators presented progressively, referring to the total accumulated since the beginning of the year, which is why we are not presenting the variations compared to previous semesters.

 

 

 

 

10

 




We continue to maintain the Somos Futuro Program via Instituto SOMOS. The initiative enables public school students to attend high school at one of Vasta's partner schools. In this quarter, 229 young people were studying through the program, receiving didactic and paradidactic material, online school tutoring, mentoring, and access to the entire support network of the program, which includes psychological monitoring, in addition to the scholarship offered by the school.

 

Health and Safety
SDGs GRI Disclosure Unit 1Q2025 1Q2024 % HA 4Q2024 % HA  
3 403-5, 403-9 Units covered by the Risk Management Program (PGR)  % 100% 100% 0.0 p.p. 100% 0.0 p.p.  
Trained employees  no.  62  361 -83% 84 -26.2%  
Average hours of training per employee 9 no.  0.62  1.33 -53% 3.00 -79%  
Injury frequency 10 rate  -    0.90 -100%  2.31 -100%  
High-consequence injuries no.  -    -   0%  -   0%  
Recordable work-related injuries 11 rate  -    -   0%  1.16 -100%  
Fatalities resulted from work-related injuries no.  -    -   0%  -   0%  
Fatalities 12 rate  -    -   0%  -   0%  

  
During the period, the main employee accidents involved cuts and punctures to fingers and hands, occurring in circulation areas. Inspections were conducted in the workplaces to identify risk situations and implement preventive plans.

 

The decrease in the number of trained employees in the first quarter of 2025 is due to the fact that our training programs follow a two-year recycling cycle. In other words, many employees were already trained in previous periods, which naturally reduces the demand for new training sessions at this time. This approach is part of our strategy to keep the team continuously updated, while respecting the established frequency for each topic.

 

 

 

 

11

 




GOVERNANCE

 

Diversity in the Board of Directors (gender)
SDGs GRI Disclosure Unit 1Q2025 1Q2024 % HA 4Q2024 % HA
5 405-1 Members no. 7 7 0% 7 0%
Women % 29% 29% 0 p.p. 29% 0 p.p.

 

Ethical conduct
SDGs GRI Disclosure Unit 1Q2025 1Q2024 % HA 4Q2024 % HA
16 2-25 Cases recorded in our Confidential Ethics Hotline 13 no. 17 9 89% 32 -47%
10 406-1 Grievances regarding discrimination received through our Confidential Ethics Hotline 13 no. 1 - 0% - 0%
Confirmed incidents of discrimination 13 no. - - 0.0 p.p. - 0%
5 405-1 Employees who have received training on anti-corruption policies and procedures % 100% 100% 0.0 p.p. 100% 0 p.p.
Operations assessed for risks related to corruption % 100% 100% 0.0 p.p. 100% 0 p.p.
Confirmed incidents of corruption no. - - 0% - 0%

NA: Not available: quarterly disclosure began in the second quarter of 2023. It used to be reported annually in Sustainability Reports.  

 

We expanded the disclosure of the confidential reporting channel with the goal of reaching a broader audience, including locations where this communication was previously unavailable. To achieve this, we installed signs with QR codes in corporate offices, distribution centers, and educational institutions, and also made the access link available directly on the student portal. This increased visibility and ease of access may have contributed to the rise in the number of cases reported this quarter, reflecting greater awareness and trust in using the channel.

 


Compliance*
SDGs GRI Disclosure Unit 1Q2025 1Q2024 % HA 4Q2024 % HA
16 307-1, 419-1 Fines for social and economic noncompliance  R$ thousand 0 0 0% 0 0%
Non-financial sanctions for social and economic non-compliance no. 0 0 0% 0 0%
Fines for environmental noncompliance  R$ thousand 0 0 0% 0 0%
Non-financial sanctions for environmental non-compliance no. 0 0 0% 0 0%

 

 

 

12

 




* Only cases deemed material, i.e., cases that harm Vasta's image, which lead to a halt in operations, or where the amounts involved are over R$1 million.

 

We did not record significant sanctions or fines related to economic and social issues, except for the normal course of business.

 

Customer data privacy
SDGs GRI Disclosure Unit 1Q2025 1Q2024 % HA 4Q2024 % HA
16 418-1 External complaints substantiated by the organization no. 27 7 286% 4 800%
Complaints received from regulatory agencies or similar official bodies no. 0 0 0% 0 0%
Cases identified of leakage, theft, or loss of customer data no. 0 0 0% 0 0%

 

The increase in the number of complaints in the first quarter of 2025 can be attributed to the student enrollment period, which led to a higher volume of requests and inquiries regarding the handling of personal data. We have added a sorting and reclassification feature allowing us, after analysis of the case, to reclassify requests based on whether they fact relate to rights of data subjects under the Brazilian data protection regulation.

 

FOOTNOTES:

 

SDG Sustainable Development Goal. Indicates goal to which the actions monitored contribute.
GRI Global Reporting Initiative. Lists the GRI standard indicators related to the data monitored.
ND Indicator discontinued or not measured in the quarter.
NM Not meaningful
1 Based on invoices from sanitation concessionaires.
2 Acquired from the free energy market.
3 n.a.
4 Takes into the account the positions of CEO, vice presidents and director reporting directly to the CEO
5 Management, senior management and leadership positions not reporting directly to the CEO
6 Course coordinators, teachers, and tutors.
7 Corporate coordination, specialists, adjuncts, assistants and analysts.
8 Indicators reported on semi-annual basis (2Q and 4Q).
9 Total hours of training/employees trained.
10 Total accidents (with and without leave)/ Total man/hours worked (MHW) x 1,000,000
11 Work-related injury (excluding fatalities) from which the worker cannot recover fully to pre-injury health status within 6 months. Formula: Number of injuries/MHW x 1.000.000.
12 Fatalities/ MHW x 1,000,000.
13 Indicators measured from the first quarter of 2023. It used to be reported annually in Sustainability Reports

 

 

 

 

 

 

13

 




CONFERENCE CALL INFORMATION

 

Vasta will discuss its first quarter 2025 results on May 8, 2025, via a conference call at 5:00 p.m. Eastern Time. To access the call (ID: 3871721), please dial: +1 (888) 660-6819 or +1 (929) 203-1989. A live and archived webcast of the call will be available on the Investor Relations section of the Company’s website at https://ir.vastaplatform.com. Information contained in, or accessible through, our website is not incorporated by reference in, and does not constitute a part of, this press release.

 

ABOUT VASTA

 

Vasta is a leading, high-growth education company in Brazil powered by technology, providing end-to-end educational and digital solutions that cater to all needs of private schools operating in the K-12 educational segment, ultimately benefiting all of Vasta’s stakeholders, including students, parents, educators, administrators, and private school owners. Vasta’s mission is to help private K-12 schools to be better and more profitable, supporting their digital transformation. Vasta believes it is uniquely positioned to help schools in Brazil undergo the process of digital transformation and bring their education skill set to the 21st century. Vasta promotes the unified use of technology in K-12 education with enhanced data and actionable insight for educators, increased collaboration among support staff and improvements in production, efficiency and quality. For more information, please visit ir.vastaplatform.com. Information contained in, or accessible through, our website is not incorporated by reference in, and does not constitute a part of, this press release.

 

CONTACT

 

Investor Relations

ir@vastaplatform.com

 

 

 

 

14

 




FORWARD-LOOKING STATEMENTS

 

This press release contains forward-looking statements that can be identified by the use of forward-looking words such as “anticipate,” “believe,” “could,” “expect,” “should,” “plan,” “intend,” “estimate” and “potential,” among others. Forward-looking statements appear in a number of places in this press release and include, but are not limited to, statements regarding our intent, belief or current expectations. Forward-looking statements are based on our management’s beliefs and assumptions and on information currently available to our management. Such statements are subject to risks and uncertainties, and actual results may differ materially from those expressed or implied in the forward-looking statements due to of various factors, including (i) general economic, financial, political, demographic and business conditions in Brazil, as well as any other countries we may serve in the future and their impact on our business; (ii) fluctuations in interest, inflation and exchange rates in Brazil and any other countries we may serve in the future; (iii) our ability to implement our business strategy and expand our portfolio of products and services; (iv) our ability to adapt to technological changes in the educational sector; (v) the availability of government authorizations on terms and conditions and within periods acceptable to us; (vi) our ability to continue attracting and retaining new partner schools and students; (vii) our ability to maintain the academic quality of our programs; (viii) the availability of qualified personnel and the ability to retain such personnel; (ix) changes in the financial condition of the students enrolling in our programs in general and in the competitive conditions in the education industry; (x) our capitalization and level of indebtedness; (xi) the interests of our controlling shareholder; (xii) changes in government regulations applicable to the education industry in Brazil; (xiii) government interventions in education industry programs, that affect the economic or tax regime, the collection of tuition fees or the regulatory framework applicable to educational institutions; (xiv) cancellations of contracts within the solutions we characterize as subscription arrangements or limitations on our ability to increase the rates we charge for the services we characterize as subscription arrangements; (xv) our ability to compete and conduct our business in the future; (xvi) our ability to anticipate changes in the business, changes in regulation or the materialization of existing and potential new risks; (xvii) the success of operating initiatives, including advertising and promotional efforts and new product, service and concept development by us and our competitors; (xviii) changes in consumer demands and preferences and technological advances, and our ability to innovate to respond to such changes; (xix) changes in labor, distribution and other operating costs; our compliance with, and changes to, government laws, regulations and tax matters that currently apply to us; (xx) the effectiveness of our risk management policies and procedures, including our internal control over financial reporting; (xxi) health crises, including due to pandemics such as the COVID-19 pandemic and government measures taken in response thereto; (xxii) other factors that may affect our financial condition, liquidity and results of operations; and (xxiii) other risk factors discussed under “Risk Factors”. Forward-looking statements speak only as of the date they are made, and we do not undertake any obligation to update them in light of new information or future developments or to release publicly any revisions to these statements in order to reflect later events or circumstances or to reflect the occurrence of unanticipated events.

 

 

 

 

15

 




NON-GAAP FINANCIAL MEASURES

 

This press release presents our EBITDA, Adjusted EBITDA and Adjusted net (loss) profit and Free cash flow (FCF), which is information provided for the convenience of investors. EBITDA and Adjusted EBITDA are among the key performance indicators used by us to measure financial operating performance. Our management believes that these Non-GAAP financial measures provide useful information to investors and shareholders. We also use these measures internally to establish budgets and operational goals to manage and monitor our business, evaluate our underlying historical performance and business strategies and to report our results to the board of directors.

 

We calculate EBITDA as net (loss) profit for the period/year plus income taxes and social contribution plus/minus net finance result plus depreciation and amortization. The EBITDA measure provides useful information to assess our operational performance.

 

We calculate Adjusted EBITDA as EBITDA plus/minus: (a) income tax and social contribution; (b) net finance result; (c) depreciation and amortization; (d) share-based compensation expenses, mainly due to the grant of additional shares to Somos’ employees in connection with the change of control of Somos to Cogna (for further information refer to note 23 to the audited consolidated financial statements); (e) provision for risks of tax, civil and labor losses regarding penalties, related to income tax positions taken by the Predecessor Somos – Anglo and Vasta in connection with a corporate reorganization carried out by the Predecessor Somos – Anglo; (f) Bonus IPO, which refers to bonus paid to certain executives and employees based on restricted share units; and (g) expenses with contractual termination of employees due to organizational restructuring. We understand that such adjustments are relevant and should be considered when calculating our Adjusted EBITDA, which is a practical measure to assess our operational performance that allows us to compare it with other companies that operates in the same segment.

 

We calculate Adjusted net (loss) profit as the (loss) profit for the period/year as presented in Statement of Profit or Loss and Other Comprehensive Income adjusted by the same Adjusted EBITDA items, however, added by (a) Amortization of intangible assets from Business Combination and (b) Tax shield of 34% generated by the aforementioned adjustments.

 

We calculate Free cash flow (FCF) as the cash from operating activities as presented in the Statement of Cash Flows less (a) income tax and social contribution paid; (b) tax, civil and labor proceedings paid; (c) interest lease liabilities paid; (d) acquisition of property, plant and equipment; (e) additions to intangible assets; and (f) lease liabilities paid.

 

We understand that, although Adjusted net (loss) profit, EBITDA, Adjusted EBITDA, and Free cash flow (FCF) are used by investors and securities analysts in their evaluation of companies, these measures have limitations as analytical tools, and you should not consider them in isolation or as substitutes for analysis of our results of operations as reported under IFRS. Additionally, our calculations of Adjusted net (loss) profit, Adjusted EBITDA, and Free cash flow (FCF) may be different from the calculation used by other companies, including our competitors in the education services industry, and therefore, our measures may not be comparable to those of other companies.

 

 

 

 

16

 




REVENUE RECOGNITION AND SEASONALITY

 

Our main deliveries of printed and digital materials to our customers occur in the last quarter of each year (typically in November and December), and in the first quarter of each subsequent year (typically in February and March), and revenue is recognized when the customers obtain control over the materials. In addition, the printed and digital materials we provide in the fourth quarter are used by our customers in the following school year and, therefore, our fourth quarter results reflect the growth in the number of our students from one school year to the next, leading to higher revenue in general in our fourth quarter compared with the preceding quarters in each year. Consequently, in aggregate, the seasonality of our revenues generally produces higher revenues in the first and fourth quarters of our fiscal year. Thus, the numbers for the second quarter and third quarter are usually less relevant. In addition, we generally bill our customers during the first half of each school year (which starts in January), which generally results in a higher cash position in the first half of each year compared to the second half.

 

A significant part of our expenses is also seasonal. Due to the nature of our business cycle, we need significant working capital, typically in September or October of each year, to cover costs related to production and inventory accumulation, selling and marketing expenses, and delivery of our teaching materials at the end of each year in preparation for the beginning of each school year. As a result, these operating expenses are generally incurred between September and December of each year.

 

Purchases through our Livro Fácil e-commerce platform are also very intense during the back-to-school period, between November, when school enrollment takes place and families plan to anticipate the purchase of products and services, and February of the following year, when classes are about to start. Thus, e-commerce revenue is mainly concentrated in the first and fourth quarters of the year.

 

KEY BUSINESS METRICS

 

Annual Contract Value, or ACV, is a non-accounting managerial metric and represents our partner schools’ commitment to pay for our solutions offerings. We believe it is a meaningful indicator of demand for our solutions. We consider ACV is a helpful metric because it is designed to show amounts that we expect to be recognized as revenue from subscription services for the 12-month period between October 1 of one fiscal year through September 30 of the following fiscal year. We define ACV as the revenue we would expect to recognize from a partner school in each school year, based on the number of students who have contracted our services, or “enrolled students,” that will access our content at such partner school in such school year. We calculate ACV by multiplying the number of enrolled students at each school with the average ticket per student per year; the related number of enrolled students and average ticket per student per year are each calculated in accordance with the terms of each contract with the related school. Although our contracts with our schools are typically for 4-year terms, we record one year of revenue under such contracts as ACV. ACV is calculated based on the sum of actual contracts signed during the sales period and assumes the historical rates of returned goods from customers for the preceding 24-month period. Since the actual rates of returned goods from sales during the period may be different from the historical average rates and the actual volume of merchandise ordered by our customers may be different from the contracted amount, the actual revenue recognized during each period of a sales cycle may be different from the ACV for the respective sales cycle. Our reported ACV is subject to risks associated with, among other things, economic conditions and the markets in which we operate, including risks that our contracts may be canceled or adjusted (including as a result of the COVID-19 pandemic).

 

 

 

 

17

 




FINANCIAL STATEMENTS

Consolidated Statements of Financial Position

 

Assets March 31, 2025   December 31, 2024
Current assets      
Cash and cash equivalents               12,345    84,532
Marketable securities            245,941    111,313
Trade receivables            859,079    863,244
Inventories            266,013    276,781
Prepayments               87,989    80,993
Taxes recoverable               24,422    20,813
Income tax and social contribution recoverable               14,539    13,631
Other receivables                  1,341    1,304
Related parties – other receivables                  7,956    13,714
Total current assets         1,519,625    1,466,325
       
Non-current assets      
Judicial deposits and escrow accounts 158,927    154,452
Deferred income tax and social contribution             207,513    208,849
Equity accounted investees               50,262    52,184
Other investments and interests in entities                  1,608    1,608
Property, plant and equipment             154,008    160,952
Intangible assets and goodwill         5,122,213    5,160,785
Total non-current assets        5,694,531    5,738,830
       
Total Assets 7,214,156   7,205,155

 

 

 

18

 




Consolidated Statements of Financial Position (continued)

 

Liabilities March 31, 2025   December 31, 2024
Current liabilities      
Bonds            273,907    264,484
Suppliers            204,703    240,192
Reverse factoring            307,618    302,608
Lease liabilities               23,253    22,133
Income tax and social contribution payable                 2,670    2,146
Taxes payable                 6,707    4,583
Salaries and social contributions             121,401    101,958
Contractual obligations and deferred income               43,164    40,565
Accounts payable for business combination            224,643    215,237
Other liabilities               30,268    19,944
Other liabilities - related parties               13,712    30,322
Total current liabilities         1,252,046    1,244,172
       
Non-current liabilities      
Bonds            497,820    497,521
Lease liabilities               87,127    89,240
Accounts payable for business combination            224,824    221,363
Provision for tax, civil and labor losses             158,089    157,123
Other liabilities                 2,540    2,425
Total non-current liabilities           970,400    967,672
       
Total current and non-current liabilities 2,222,446   2,211,844
       
Shareholder's Equity      
Share capital         4,820,815    4,820,815
Capital reserve               92,505    90,909
Treasury shares            (74,462)    (74,641)
Accumulated losses             151,661    154,928
Total Shareholder's Equity       4,990,519    4,992,011
       
Interest of non-controlling shareholders 1,191   1,300
       
Total Shareholder's Equity  4,991,710   4,993,311
       
Total Liabilities and Shareholder's Equity  7,214,156   7,205,155

 

 

 

19

 




Consolidated Income Statement

 

    March 31, 2025   March 31, 2024
         
Net revenue from sales and services          430,392    460,716
Sales           404,602    442,545
Services              25,790    18,171
         
Cost of goods sold and services   (141,213)    (140,083)
         
Gross profit   289,179    320,633
         
Operating income (expenses)        (242,871)    (224,582)
General and administrative expenses         (132,690)    (139,902)
Commercial expenses           (97,699)    (73,260)
Impairment losses on trade receivables            (12,546)    (13,205)
Other operating income                       64    1,980
Other operating expenses                         -      (195)
         
Share of loss equity-accounted investees   (1,922)    (3,060)
         
Profit before finance result and taxes   44,386    92,991
         
Finance result   (45,713)    (56,267)
Finance income   12,631    13,543
Finance costs   (58,344)    (69,810)
         
(Loss) profit before income tax and social contribution   (1,327)    36,724
         
Income tax and social contribution        
Current   (713)    (6,973)
Deferred   (1,336)    (7,809)
    (2,049)    (14,782)
         
(Loss) profit for the period   (3,376)    21,942
         
Allocated to:        
Controlling shareholders   (3,267)    22,172
Non-controlling shareholders   (109)    (230)


 

 

 

 

20

 




Consolidated Statement of Cash Flows

 

     
    March 31, 2025   March 31, 2024
CASH FLOWS FROM OPERATING ACTIVITIES        
(Loss) profit before income tax and social contribution   (1,327)   36,724
 Adjustments for:        
Depreciation and amortization   76,424   69,534
Share of loss profit of equity-accounted investees   1,922   3,060
Impairment losses on trade receivables   12,546   13,205
(Reversal) provision for tax, civil and labor losses net   (599)   289
Interest on provision for tax, civil and labor losses   2,251   12,273
Interest and transaction costs on bonds   26,253   24,366
Contractual obligations and right to returned goods   (129)   9,293
Interest on accounts payable for business combination   12,867   15,664
Interest on suppliers   10,109   12,500
Share-based payment expense   1,775   2,939
Interest on lease liabilities   2,998   2,113
Interest on marketable securities   (4,797)   (5,786)
Cancellations of right-of-use contracts   (8)   (1,951)
Residual value of disposals of property and equipment and intangible assets   -   943
    140,287   195,166
Changes in        
 Trade receivables   (8,381)   (86,715)
 Inventories     13,921   7,201
 Prepayments   (6,137)   (4,469)
 Taxes recoverable   (5,230)   (11,194)
 Judicial deposits   (4,439)   (5,379)
 Other receivables   (37)   (675)
 Related parties – other receivables   5,758   (4,980)
 Suppliers   (40,588)   (21,320)
 Salaries and social charges   19,443   16,540
 Tax payable   2,648   11,751
 Contractual obligations and deferred income   (1,284)   4,199
 Other liabilities   10,438   (4,191)
 Other liabilities - related parties   (16,609)   6,412
Cash generated from operating activities   109,788   102,346
 Payment of interest on leases   (2,938)   (2,029)
 Payment of interest on bonds   (16,531)   (53,423)
 Payment of interest on business combinations   -   (2,590)
 Payment of provision for tax, civil and labor losses   (722)   (134)
Net cash from operating activities   89,597   44,170
CASH FLOWS FROM INVESTING ACTIVITIES        
Acquisition of property and equipment   (1,462)   (8,982)
Additions of intangible assets   (24,956)   (34,776)
Proceeds from investment in marketable securities   189,206   275,143
Purchase of investment in marketable securities   (319,037)   (266,215)
 Net cash used in investing activities   (156,249)   (34,830)
 CASH FLOWS FROM FINANCING ACTIVITIES        
Purchase of treasury shares   -   (22,531)
Lease liabilities paid   (5,535)   (4,300)
Payments of accounts payable for business combination   -   (11,159)
 Net cash used in financing activities   (5,535)   (37,990)
 NET DECREASE IN CASH AND CASH EQUIVALENTS     (72,187)   (28,650)
 Cash and cash equivalents at beginning of period   84,532   95,864
 Cash and cash equivalents at end of period   12,345   67,214
 NET DECREASE IN CASH AND CASH EQUIVALENTS   (72,187)   (28,650)

 

 

 

 

21

 

 

EX-99.2 3 dp228655_ex9902.htm EXHIBIT 99.2

Exhibit 99.2

 

VASTA Platform Limited

 

Unaudited Condensed Interim Consolidated Financial Statements

Three-months period ended March 31, 2025 

 

 

Vasta Platform Limited

Unaudited Condensed Interim Consolidated Financial Statements

Three-months period ended March 31, 2025

CONTENT 

 

Unaudited Condensed Interim Consolidated Financial Statements

Three-months period ended March 31, 2025

  Page
Unaudited Condensed Interim Consolidated Statements of Financial Position as of March 31, 2025 and December 31, 2024   F-3
Unaudited Condensed Interim Consolidated Statements of Profit or Loss and Other Comprehensive Income or Loss for the three-months period ended March 31, 2025 and 2024   F-5
Unaudited Condensed Interim Consolidated Statements of Changes in Equity for the three-months period ended March 31, 2025 and 2024   F-6
Unaudited Condensed Interim Consolidated Statements of Cash Flows for the three-months period ended March 31, 2025 and 2024   F-7
Notes to the Unaudited Condensed Interim Consolidated Statements   F-8

 

Vasta Platform Limited

Unaudited Condensed Interim Consolidated Financial Statements

Three-months period ended March 31, 2025

Unaudited Condensed Interim Consolidated Statements of Financial Position as of March 31, 2025 and December 31, 2024

 

In thousands of R$, unless otherwise stated 

 

Assets   Note  

March 31,

2025

  December 31,
2024
Current assets            
Cash and cash equivalents   7     12,345       84,532  
Marketable securities   8     245,941       111,313  
Trade receivables   9     859,079       863,244  
Inventories   10     266,013       276,781  
Prepayments         87,989       80,993  
Taxes recoverable         24,422       20,813  
Income tax and social contribution recoverable         14,539       13,631  
Other receivables         1,341       1,304  
Other receivables - related parties   20     7,956       13,714  
Total current assets         1,519,625       1,466,325  
                     
Non-current assets                    
Judicial deposits   21.c     158,927       154,452  
Deferred income tax and social contribution   22.b     207,513       208,849  
Equity accounted investees   11     50,262       52,184  
Other investments         1,608       1,608  
Property, plant and equipment   12     154,008       160,952  
Intangible assets and goodwill   13     5,122,213       5,160,785  
Total non-current assets         5,694,531       5,738,830  
                     
Total Assets         7,214,156       7,205,155  

 

The accompanying notes are an integral part of this Unaudited Condensed Interim Consolidated Financial Statements.

 

F-3

Vasta Platform Limited

Unaudited Condensed Interim Consolidated Financial Statements

Three-months period ended March 31, 2025

Unaudited Condensed Interim Consolidated Statements of Financial Position as of March 31, 2025 and December 31, 2024

 

In thousands of R$, unless otherwise stated

 

Liabilities   Note  

March 31,

2025

  December 31,
2024
Current liabilities            
Bonds   14     273,907       264,484  
Suppliers   15     204,703       240,192  
Reverse factoring   15     307,618       302,608  
Lease liabilities   16     23,253       22,133  
Income tax and social contribution payable         2,670       2,146  
Taxes payable         6,707       4,583  
Salaries and social contributions   19     121,401       101,958  
Contractual obligations and deferred income   17     43,164       40,565  
Accounts payable for business combination   18     224,643       215,237  
Other liabilities         30,268       19,944  
Other liabilities - related parties   20     13,712       30,322  
Total current liabilities         1,252,046       1,244,172  
                     
Non-current liabilities                    
Bonds   14     497,820       497,521  
Lease liabilities   16     87,127       89,240  
Accounts payable for business combination   18     224,824       221,363  
Provision for tax, civil and labor losses   21.a     158,089       157,123  
Other liabilities         2,540       2,425  
Total non-current liabilities         970,400       967,672  
                     
Total current and non-current liabilities         2,222,446       2,211,844  
                     
Shareholder's Equity                    
Share capital   23.1     4,820,815       4,820,815  
Capital reserve   23.3     92,505       90,909  
Treasury shares   23.4     (74,462 )     (74,641 )
Accumulated losses         151,661       154,928  
          4,990,519       4,992,011  
                     
Interest of non-controlling shareholders         1,191       1,300  
                     
Total Shareholder's Equity         4,991,710       4,993,311  
                     
Total Liabilities and Shareholder's Equity         7,214,156       7,205,155  

 

The accompanying notes are an integral part of this Unaudited Condensed Interim Consolidated Financial Statements.

 

F-4

Vasta Platform Limited

Unaudited Condensed Interim Consolidated Financial Statements

Three-months period ended March 31, 2025

Unaudited Condensed Interim Consolidated Statements of Profit or Loss and Other Comprehensive Profit or Loss for the three-months period ended March 31, 2025 and 2024

 

In thousands of R$, except for (loss) profit per share

 

    Note  

March 31,

2025

  March 31,
2024
Net revenue from sales and services   24     430,392       460,716  
Sales         404,602       442,545  
Services         25,790       18,171  
                     
Cost of goods sold and services   25     (141,213 )     (140,083 )
                     
Gross profit         289,179       320,633  
                     
Operating income (expenses)         (242,871 )     (224,582 )
General and administrative expenses   25     (132,690 )     (139,902 )
Commercial expenses   25     (97,699 )     (73,260 )
Impairment losses on trade receivables   25     (12,546 )     (13,205 )
Other operating income   25     64       1,980  
Other operating expenses   25     -       (195 )
                     
Share of loss equity-accounted investees   11     (1,922 )     (3,060 )
                     
Profit before finance result and taxes         44,386       92,991  
                     
Finance result         (45,713 )     (56,267 )
Finance income   26     12,631       13,543  
Finance costs   26     (58,344 )     (69,810 )
                     
(Loss) profit before income tax and social contribution         (1,327 )     36,724  
                     
Income tax and social contribution                    
Current   22.a     (713 )     (6,973 )
Deferred   22.a     (1,336 )     (7,809 )
          (2,049 )     (14,782 )
                     
(Loss) profit for the period         (3,376 )     21,942  
                     
Allocated to:                    
Controlling shareholders         (3,267 )     22,172  
Non-controlling shareholders         (109 )     (230 )
                     
(Loss) profit per share                    
Basic   23.2     (0,04 )     0,27  
Diluted   23.2     (0,04 )     0,30  

 

The accompanying notes are an integral part of this Unaudited Condensed Interim Consolidated Financial Statements.

 

F-5

Vasta Platform Limited

Unaudited Condensed Interim Consolidated Financial Statements

Three-months period ended March 31, 2025

Unaudited Condensed Interim Consolidated Statements of Changes in Equity for the three-months period ended March 31, 2025 and 2024

 

In thousands of R$, unless otherwise stated

 

    Share Capital   Capital Reserve                    
    Share Capital   Share issuance costs   Share-based compensation reserve (granted)   Share-based
compensation
reserve (vested)
  Treasury shares   Accumulated profit (losses)   Total Shareholders'
Equity
  Non-controlling shareholders   Total Shareholders'
Equity
Balance as of December 31, 2023     4,961,988       (141,173 )     55,341       34,286       (59,525 )     (331,559 )     4,519,358       1,433       4,520,791  
                                                                         
Profit (loss) for the period     -       -       -       -       -       22,172       22,172       (230 )     21,942  
Share based compensation granted and issued     -       -       2,939       -       -       -       2,939       -       2,939  
Share based compensation vested     -       -       (1,561 )     -       1,561       -       -       -       -  
Purchase of treasury shares     -       -       -       -       (22,531 )     -       (22,531 )     -       (22,531 )
Balance as of March 31, 2024     4,961,988       (141,173 )     56,719       34,286       (80,495 )     (309,387 )     4,521,938       1,203       4,523,141  
                                                                         
                                                                         
Balance as of December 31, 2024     4,961,988       (141,173 )     56,623       34,286       (74,641 )     154,928       4,992,011       1,300       4,993,311  
                                                                         
Loss for the period     -       -       -       -       -       (3,267 )     (3,267 )     (109 )     (3,376 )
Share based compensation granted and issued     -       -       1,775       -       -       -       1,775       -       1,775  
Share based compensation vested     -       -       (179 )     -       179       -       -       -       -  
Balance as of March 31, 2025     4,961,988       (141,173 )     58,219       34,286       (74,462 )     151,661       4,990,519       1,191       4,991,710  

 

The accompanying notes are an integral part of this Unaudited Condensed Interim Consolidated Financial Statements.

 

F-6

Vasta Platform Limited

Unaudited Condensed Interim Consolidated Financial Statements

Three-months period ended March 31, 2025

Unaudited Condensed Interim Consolidated Statements for the three-months period ended March 31, 2025 and 2024

 

In thousands of R$ unless otherwise stated

 

    Notes  

March 31,

2025

 

March 31,

2024

CASH FLOWS FROM OPERATING ACTIVITIES            
(Loss) profit before income tax and social contribution         (1,327 )     36,724  
 Adjustments for:                    
Depreciation and amortization    12 and 13     76,424       69,534  
Share of loss profit of equity-accounted investees   11     1,922       3,060  
Impairment losses on trade receivables   9     12,546       13,205  
(Reversal) provision for tax, civil and labor losses net   21.a     (599 )     289  
Interest on provision for tax, civil and labor losses   21.a     2,251       12,273  
Interest and transaction costs on bonds   14     26,253       24,366  
Contractual obligations and right to returned goods         (129 )     9,293  
Interest on accounts payable for business combination   18     12,867       15,664  
Interest on suppliers   26     10,109       12,500  
Share-based payment expense         1,775       2,939  
Interest on lease liabilities   16     2,998       2,113  
Interest on marketable securities   26     (4,797 )     (5,786 )
Cancellations of right-of-use contracts         (8 )     (1,951 )
Residual value of disposals of property and equipment and intangible assets         -       943  
          140,287       195,166  
Changes in                    
 Trade receivables         (8,381 )     (86,715 )
 Inventories         13,921       7,201  
 Prepayments         (6,137 )     (4,469 )
 Taxes recoverable         (5,230 )     (11,194 )
 Judicial deposits         (4,439 )     (5,379 )
 Other receivables         (37 )     (675 )
 Related parties – other receivables         5,758       (4,980 )
 Suppliers         (40,588 )     (21,320 )
 Salaries and social charges         19,443       16,540  
 Tax payable         2,648       11,751  
 Contractual obligations and deferred income         (1,284 )     4,199  
 Other liabilities         10,438       (4,191 )
 Other liabilities - related parties         (16,609 )     6,412  
Cash generated from operating activities         109,788       102,346  
 Payment of interest on leases   16     (2,938 )     (2,029 )
 Payment of interest on bonds   14     (16,531 )     (53,423 )
 Payment of interest on business combinations   18     -       (2,590 )
 Payment of provision for tax, civil and labor losses   21.a     (722 )     (134 )
Net cash from operating activities         89,597       44,170  
CASH FLOWS FROM INVESTING ACTIVITIES                    
Acquisition of property and equipment   12     (1,462 )     (8,982 )
Additions of intangible assets   13     (24,956 )     (34,776 )
Proceeds from investment in marketable securities         189,206       275,143  
Purchase of investment in marketable securities         (319,037 )     (266,215 )
 Net cash used in investing activities         (156,249 )     (34,830 )
 CASH FLOWS FROM FINANCING ACTIVITIES                    
Purchase of treasury shares   23.4     -       (22,531 )
Lease liabilities paid   16     (5,535 )     (4,300 )
Payments of accounts payable for business combination   18     -       (11,159 )
 Net cash used in financing activities         (5,535 )     (37,990 )
 NET DECREASE IN CASH AND CASH EQUIVALENTS         (72,187 )     (28,650 )
 Cash and cash equivalents at beginning of period   7     84,532       95,864  
 Cash and cash equivalents at end of period   7     12,345       67,214  
 NET DECREASE IN CASH AND CASH EQUIVALENTS         (72,187 )     (28,650 )

The accompanying notes are an integral part of this Unaudited Condensed Interim Consolidated Financial Statements.

 

F-7

Vasta Platform Limited

Unaudited Condensed Interim Consolidated Financial Statements

Three-months period ended March 31, 2025

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

(Amounts in thousands of R$, unless otherwise stated)

 

1. The Company and Basis of Presentation

 

1.1. The Company

 

Vasta Platform Limited, together with its subsidiaries (the Company or Group) is a publicly held company incorporated in the Cayman Islands on October 16, 2019, with headquarters in the city of São Paulo, Brazil. The Company is a technology-powered education content providing end-to-end educational and digital solutions that cater to all needs of private schools operating in the K-12 educational segment. Vasta’s fiscal year begins on January 1 of each year and ends on December 31 of the same year. 

 

The Company is a subsidiary of Cogna Educação S.A. (Cogna Educação S.A. and its subsidiaries defined as “Cogna Group”), and since July 31, 2020, VASTA Platform Limited. has been a publicly-held company registered with SEC (“The US Securities and Exchange Commission) and its shares are traded on Nasdaq Global Select Market under ticker symbol “VSTA”.

 

2. Basis of accounting

 

These Interim Financial Statements for the three-month period ended March 31, 2025, have been prepared in accordance with the IAS 34 – Interim Financial reporting – and should be read in conjunction with the Group’s last annual Consolidated Financial Statements as at and for the year ended December 31, 2024 (‘last annual financial statements’). They do not include all the information required for a complete set of financial statements prepared in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board (“IFRS Accounting Standards”). However, selected explanatory notes are included to explain events and transactions that are significant to an understanding of the changes in the Company’s financial position and performance since the last annual financial statements.

 

The Unaudited Condensed Interim Consolidated Financial Statements as of March 31, 2025 are presented in thousands of Brazilian Reais (“R$”), which is the Company functional currency. All financial information presented in R$ has been rounded to the nearest thousands, except as otherwise indicated.

 

(a)       Consolidation

 

    Interest
Company   March 31, 2025   December 31, 2024
Somos Sistemas de Ensino S.A. (“Somos Sistemas”)     100 %     100 %
Colégio Anglo São Paulo Ltda. (“Anglo São Paulo”)     100 %     100 %
MVP Consultoria e Sistemas Ltda. (“MVP”)     100 %     100 %
Sociedade Educacional da Lagoa Ltda (“SEL”)     100 %     100 %
EMME – Produções de Materiais em Multimídia Ltda (“EMME”)     100 %     100 %
Escola Start Ltda. (“Start”)     51 %     51 %

These Unaudited Condensed Interim Consolidated Financial Statements were authorized for issue by the Executive Board on May 06, 2025

 

(b)       Associates

 

Associates are those entities in which the Group has significant influence, but does not control or jointly control, the financial and operating policies.

 

Investments in associates are accounted for using the equity method. Such investments are initially recognized at cost, which includes transaction costs. After initial recognition, the consolidated financial statements include the Group’s share of the profit or loss and other comprehensive income of equity-accounted investees, until the date on which significant influence ceases.

 

F-8

Vasta Platform Limited

Unaudited Condensed Interim Consolidated Financial Statements

Three-months period ended March 31, 2025

 

3. Use of estimates and judgements

 

In preparing the Interim Financial Statements, Management has made judgements and estimates that affect the application of Company´s accounting policies and the reported amounts of assets, liabilities, income, and expenses. Actual results may differ from these estimates. 

 

The significant judgments made by management in applying the Group’s accounting policies and the key sources of estimation uncertainty were the same as those described in the last annual financial statements.

 

Those estimates and assumptions are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable and relevant under the circumstances. Revisions to estimates are recognized prospectively.

 

In estimating the fair value of an asset or a liability, the Company uses market-observable data to the extent it is available. All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorized within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole: 

 

Measurement of fair values

 

· Level 1 - Quoted (unadjusted) market prices in active markets for identical assets or liabilities.

· Level 2 - Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable.

· Level 3 - Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable.

 

Where Level 1 inputs are not available, if needed, the Company engages third party qualified appraisers to perform the valuation using Level 2 and / or Level 3 inputs. The Company’s management establishes the appropriate valuation techniques and inputs to the model, working closely with the qualified external advisors when they are engaged in such activities. 

 

The valuations of identifiable assets and contingent liabilities in business combinations could be particularly sensitive to changes in one or more unobservable inputs considered in the valuation process. Further information on the assumptions used in the valuation process of such items is provided in note 6.

 

4. Material accounting policies and new and not yet effective accounting standards

 

The accounting policies applied in these interim financial statements are the same as those applied in the Company’s consolidated financial statements as at and for the year ended December 31, 2024. The accounting policies have been consistently applied to all consolidated companies. There are no new accounting policies that could be applicable from January 1, 2025, or early adopted in the Unaudited Condensed Interim Consolidated Financial Statements.

 

5. Financial Risk Management

 

The Company has a risk management policy for monitoring and managing the nature and overall position of financial risks and to assess its financial results and impacts on its cash flows. Counterparty credit limits are also reviewed periodically or whenever the Company identifies significant changes in financial risk.

 

F-9

Vasta Platform Limited

Unaudited Condensed Interim Consolidated Financial Statements

Three-months period ended March 31, 2025

The economic and financial risks reflect the behavior of macroeconomic variables such as interest rates as well as other characteristics of the financial instruments maintained by the Company. These risks are managed through control and monitoring policies, specific strategies, and limits.

 

a. Financial risk factors

 

The Company’s activities expose it to certain financial risks mainly related to market risk, credit risk and liquidity risk. Management and the Group’s Board of Directors monitor such risks in line with their capital management policy objectives.

 

This Note presents information on the Company’s exposure to each of the risks above, the objectives of the Company, measurement policies, and the Company’s risk and capital management process. The Company has no derivative transactions.

 

a. Market risk – cash flow interest rate risk

 

This risk arises from the possibility that the Company incurs losses because of interest rate fluctuations that increase finance costs related to bonds raised in the market and obligations for acquisitions from third parties payable in installments. The Company continuously monitors market interest rates in order to assess the need to contract financial instruments to hedge against volatility of these rates. Additionally, financial assets also indexed to CDI and IPCA (broad consumer price index) partially mitigate any interest rate exposures. Interest rates contracted are as follows:

 

    March 31, 2025   December 31, 2024   Interest rate
Bonds            
  Private Bonds – 9th issuance – series 2     254,186       261,634     CDI + 2.40% p.a.
  Private bonds – 10th Issuance – series 2     517,541       500,371     CDI + 1.35% p.a. and CDI + 1.60% p.a.
Lease liabilities     110,380       111,373     IPCA
Accounts payable for business combination     449,467       436,600     100% CDI
      1,331,574       1,309,978      

 

b. Credit risk

 

Credit risk arises from the potential default of a counterparty on an agreement or financial instrument, resulting in financial loss. The Company is exposed to credit risk in its operating activities (mainly in connection with trade receivables), financial activities that include reverse factoring deposits with banks and other financial institutions, and other contracted financial instruments.

 

The Company mitigates its exposure to credit risks associated with financial instruments, deposits in banks and short-term investments by investing in prime financial institutions and in accordance with limits previously set in the Company’s policy. See notes 7 and 8.

 

To mitigate risks associated with trade receivables, the Company adopts a sales policy and an analysis of the financial and equity condition of its counterparties. The sales policy is directly associated with the level of credit risk the Company is willing to accept in the normal course of its business.

 

The diversification of its receivable’s portfolio, the selectivity of its customers, as well as the monitoring of sales financing terms and individual position limits are procedures adopted to minimize defaults or losses in the realization of trade receivables. Thus, the Company does not have significant credit risk exposure to any single counterparty or any group of counterparties having similar characteristics.

 

Furthermore, the Company reviews the recoverable amount of its trade receivables at the end of each reporting period to ensure that expected credit losses have been recorded. See note 9.

 

c. Liquidity risk

 

F-10

Vasta Platform Limited

Unaudited Condensed Interim Consolidated Financial Statements

Three-months period ended March 31, 2025

To cover possible liquidity deficiencies or mismatches between cash and cash equivalents and short-term debt and financial obligations, the Company continues to operate with reverse factoring if this credit line is offered by banks and accepted by Company suppliers. This is the risk of the Company not having enough funds and or bank credit limits to meet its short-term financial commitments, due to mismatching terms in expected receipts and payments.

 

The Company continuously monitors its cash balance and indebtedness level and implemented measures to allow access to the capital markets, when necessary. It also endeavors to assure they remain within existing credit limits. Management also monitors projected and actual cash flows and the combination of the maturity profiles of the financial assets, liabilities and takes into consideration its debt financing plans, covenant compliance, internal liquidity targets and, if applicable, regulatory requirements.

 

The table below presents the maturity of the Company’s financial liabilities.

 

Financial liabilities by maturity ranges

 

March 31, 2025   Less than one
year
  Between one
and two years
  Over two
years
  Total
Bonds (note 14)     273,907       -       497,820       771,727  
Lease liabilities (note 16)     23,253       9,251       77,876       110,380  
Accounts payable for business combination (note 18)     224,643       222,916       1,908       449,467  
Suppliers (note 15)     204,703       -       -       204,703  
Reverse factoring (note 15)     307,618       -       -       307,618  
Other liabilities - related parties (note 20)     13,712       -       -       13,712  
      1,047,836       232,167       577,604       1,857,607  

 

The table below reflects the estimated interest rate based on CDI and IPCA for 12 months (11.28% p.a. and 5.48% p.a., respectively), in according to contractual rates on March 31, 2025. Amounts payable refer to principal and interest based on undiscounted contractual amounts and, therefore, do not reflect the financial position presented as of March 31, 2025:

 

March 31, 2025   Less than one
year
  Between one
and two years
  Over two
years
  Total
Bonds     304,794       -       553,957       858,751  
Lease liabilities     24,527       9,758       82,141       116,426  
Accounts payable for business combination     249,975       248,053       2,123       500,151  
Suppliers     227,787       -       -       227,787  
Reverse factoring     342,307       -       -       342,307  
Other liabilities - related parties     15,258       -       -       15,258  
      1,164,648       257,811       638,221       2,060,680  

 

Capital management

 

The Company’s objectives when managing capital are to safeguard its ability to continue as a going concern to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital.

 

In order to maintain or adjust the capital structure of the Company, management can make or may propose to the shareholders when their approval is required, adjustments to the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce, for example, debt. 

 

The Company monitors capital based on the gearing ratio. This ratio corresponds to the net debt expressed as a percentage of total capitalization. Net debt comprises financial liabilities less cash and cash equivalents. Total capitalization is calculated as shareholders’ equity as shown in the consolidated balance sheet plus net debt.

 

F-11

Vasta Platform Limited

Unaudited Condensed Interim Consolidated Financial Statements

Three-months period ended March 31, 2025

The Company’s main capital management objectives are to safeguard its ability to continue as a going concern, optimize returns, allow consistency of operations to other stakeholders, and maintain an optimal capital structure reducing financial costs and maximizing the returns. In addition, the Company monitors financial leverage adequacy, and mitigates risks that may affect the availability of capital for Company development.

 

    March 31,
2025
  December 31,
2024
Net debt (i)     1,845,262       1,798,568  
Total shareholder’' equity     4,991,710       4,993,311  
Total capitalization (ii)     3,146,448       3,194,743  
Gearing ratio - % - (iii)     59 %     56 %

 

(i) Net debt comprises financial liabilities (note 6) net of cash and cash equivalents.

 

(ii) Refers to the difference between Shareholders’ Equity and Net debt.

 

(iii) The Gearing Ratio is calculated based on Net Debt/Total Capitalization

 

Sensitivity analysis

 

The following table presents the sensitivity analysis of potential losses from financial instruments, according to Management’s assessment of relevant market risks presented above. 

 

A probable scenario (base scenario) over a 12-month horizon was used, with a projected rate of 11.28% p.a. as per DI Interest Deposit rate (“CDI”), and 5.48% p.a. as per IPCA reference rates disclosed by B3 S.A. (Brazilian stock exchange). Two further scenarios are presented, respectively, a 20% interest rate growth in scenario I and 40% interest rate growth in scenario II, of the projected rates.

 

    Index - % per year   Balance as of
March 31,2025
  Base scenario   Scenario I   Scenario II
Financial investments   100% of CDI     11,311       1,275       1,531       1,786  
Marketable securities   103% of CDI     245,941       27,734       33,281       38,827  
          257,252       29,009       34,812       40,613  
                                     
Bonds   100% of CDI + 2.40%p.a.  
1.35% p.a. and 1.60% p.a.
    (771,727 )     (87,025 )     (104,429 )     (121,834 )
Lease liabilities   100% of IPCA     (110,380 )     (6,046 )     (7,255 )     (8,464 )
Accounts payable for business combination   100% of CDI     (449,467 )     (50,685 )     (60,822 )     (70,958 )
          (1,331,574 )     (143,756 )     (172,506 )     (201,256 )
Net exposure         (1,074,322 )     (114,747 )     (137,694 )     (160,643 )
Interest rate -% p.a. (CDI)   -             11.28 %     13.53 %     15.79 %
Interest rate -% p.a. (IPCA)   -             5.48 %     6.57 %     7.67 %
Stressing scenarios   -             -       20 %     40 %

F-12

Vasta Platform Limited

Unaudited Condensed Interim Consolidated Financial Statements

Three-months period ended March 31, 2025

6. Financial instruments by Category

 

The Company holds the following financial instruments. The Company has not disclosed the fair values of the financial instruments, because their carrying amounts approximates fair value.

 

    Level   March 31, 2025   December 31, 2024
Assets - Amortized cost            
 Cash and cash equivalents         12,345       84,532  
 Trade receivables         859,079       863,244  
 Other receivables         1,341       1,304  
 Other receivables - related parties         7,956       13,714  
          880,721       962,794  
                     
Assets - Fair value through profit or loss                    
 Marketable securities   1     245,941       111,313  
 Other investments   3     1,608       1,608  
          247,549       112,921  
                     
Liabilities - Amortized cost                    
 Bonds         771,727       762,005  
 Lease liabilities         110,380       111,373  
 Reverse factoring         307,618       302,608  
 Suppliers         204,703       240,192  
 Accounts payable for business combination         442,272       429,546  
 Other liabilities - related parties         13,712       30,322  
          1,850,412       1,876,046  
Liabilities - Fair value through profit or loss                    
 Accounts payable for business combination (i)
  3     7,195       7,054  
          7,195       7,054  

 

(i) Refers to earnout measured on acquisition of Phidelis, based on the economic activity of the acquired entity (post-closing price adjustments). Valuation techniques and significant unobservable inputs related to measurement are described below.

 

Fair Value Measurements – Level 3

 

a. Valuation techniques and significant unobservable inputs

 

The following table shows the valuation techniques used in measuring level 3 fair values, as well as the significant unobservable inputs used:

 

Entities   Valuation technique   Significant unobservable inputs   Inter-relationship between key unobservable inputs and fair value measurement
             
Phidelis   Discounted cash flows: The valuation model considers the present value of the net cash flows expected to be generated by the operation (net revenue).   1. The achievement of financial targets are linked to net revenue of the years 2025 and 2026.

2.Revenue: we consider for the revenue projection the continuity of old contracts and new contracts with average annual revenue growth of 21.1%.
 

The estimated fair value would increase (decrease) if:

- Any product is no longer monetized (lower)

 
- The risk-adjusted discount rates were lower (higher)

 

7. Cash and cash equivalents

 

a. Composition

 

The balance of this account comprises the following amounts:   

 

F-13

Vasta Platform Limited

Unaudited Condensed Interim Consolidated Financial Statements

Three-months period ended March 31, 2025

    March 31, 2025   December 31, 2024
Cash     2       2  
Bank account     1,032       2,113  
Financial investments (i)     11,311       82,417  
      12,345       84,532  

 

(i) The Company invests in short-term fixed income investment funds with daily liquidity and no material risk of change in value. Financial investments presented an average gross yield of 100% of the annual CDI rate on March 31, 2025 (104% on December 31, 2024). All investments are highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value and correspond to the cash obligations for the period.

 

8. Marketable securities

 

a. Composition 

 

    Credit Risk   March 31, 2025   December 31, 2024
Private investment fund   AAA     245,941       111,313  
          245,941       111,313  

 

The average gross yield of securities is based on 103% CDI on March 31, 2025 (103% CDI on December 31, 2024). 

 

9. Trade receivables

 

The balance of this account comprises the following amounts:

 

a. Composition

 

    March 31, 2025   December 31, 2024
Trade receivables     935,934       915,216  
Related parties (note 20)     10,735       37,779  
(-) Impairment losses on trade receivables     (87,590 )     (89,751 )
      859,079       863,244  

 

b. Maturities of trade receivables

 

    March 31, 2025   December 31, 2024
Not yet due     728,441       693,581  
Past due                
Up to 30 days     67,679       35,611  
From 31 to 60 days     25,520       24,857  
From 61 to 90 days     5,266       30,672  
From 91 to 180 days     29,275       47,927  
From 181 to 360 days     45,883       44,149  
Over 360 days     33,870       38,419  
Total past due     207,493       221,635  
 Related parties (note 20)     10,735       37,779  
Impairment losses on trade receivables     (87,590 )     (89,751 )
      859,079       863,244  

 

The gross carrying amount of trade receivables is written off when the Company has no reasonable expectations of recovering the financial asset in its entirety or a portion thereof. Collection efforts continue to be made, even for the receivables that have been written off, and amounts recoverable are recognized directly in Consolidated Statement of Profit or Loss and Other Comprehensive Income upon collection. 

 

F-14

Vasta Platform Limited

Unaudited Condensed Interim Consolidated Financial Statements

Three-months period ended March 31, 2025

c. Changes on provision

 

    March 31, 2025   December 31, 2024
Opening balance     89,751       92,017  
Additions     17,914       63,488  
Reversals     (5,368 )     (10,486 )
Write offs (i)     (14,707 )     (55,268 )
Closing balance     87,590       89,751  

 

(i) The Company assessed its customers’ credit lines on a regular basis. Due to historical losses and lack of prospects of credit recovery alongside these customers, the Company recognized R$ 14,707 as write-off as of March 31, 2025 (R$ 55,268 as of December 31, 2024).

 

10. Inventories

 

The balance of this account comprises the following amounts:

 

a. Composition

 

    March 31, 2025   December 31, 2024
Finished products     166,846       186,683  
Work in process     53,743       58,355  
Raw materials     34,196       23,668  
Right to returned goods (i)     11,228       8,075  
      266,013       276,781  

 

(i) Represents the Company’s right to recover products from customers when customers exercise their right of return under the Company’s returns policies, where the Company estimates the volume of goods returned based on experience and foreseen expectations.

 

11. Equity accounted investees

 

a. Composition of investments

 

    Investment type   Interest %   Equity   Fair value   Goodwill   March 31, 2025
Educbank   Associate   43.1%     11,297       5,179       33,786       50,262  
              11,297       5,179       33,786       50,262  

 

    Investment type   Interest %   Equity   Fair value   Goodwill   December 31, 2024
Educbank   Associate   43.1%     12,921       5,477       33,786       52,184  
              12,921       5,477       33,786       52,184  

 

b. Investments in associates

 

    Educbank
December 31, 2023     64,484  
Share of loss equity-accounted investees     (3,060 )
March 31, 2024     61,424  

F-15

Vasta Platform Limited

Unaudited Condensed Interim Consolidated Financial Statements

Three-months period ended March 31, 2025

     

December 31, 2024

    52,184  
Share of loss equity-accounted investees     (1,922 )
March 31, 2025     50,262  

 

12. Property, plant and equipment

 

The cost, weighted average depreciation rates and accumulated depreciation are as follows:

 

        March 31, 2025   December 31, 2024
    Weighted
average
depreciation
rate
  Cost   Accumulated depreciation   Residual   Cost   Accumulated depreciation   Residual
                             
IT equipment   10%-33%     90,009       (88,012 )     1,997       89,944       (84,293 )     5,651  
Furniture, equipment and fittings   10%-33%     70,093       (42,339 )     27,754       70,157       (40,651 )     29,506  
Property, buildings and improvements   5%-20%     72,500       (42,043 )     30,457       70,204       (40,460 )     29,744  
In progress   -     -       -       -       837       -       837  
Right of use assets   7%-20%     243,898       (150,141 )     93,757       239,408       (144,237 )     95,171  
Land   -     43       -       43       43       -       43  
Total         476,543       (322,535 )     154,008       470,593       (309,641 )     160,952  

 

Changes in property, plant and equipment are as follows:

 

    IT equipment   Furniture, equipment and fittings   Property, buildings and improvements   In progress   Right of use assets   Land     Total  
As of December 31, 2023     21,612       22,247       10,817       16,765       80,008       43       151,492  
Additions     10       8,012       509       451       -       -       8,982  
Disposals     (840 )     -       (100 )     -       (11,023 )     -       (11,963)  
Depreciation     (4,619 )     (1,401 )     (771 )     -       (4,113 )     -       (10,904)  
Transfers     44       (527 )     490       (7 )     -       -       -  
As of March 31, 2024     16,207       28,331       10,945       17,209       64,872       43       137,607  
                                                         
As of December 31, 2024     5,651       29,506       29,744       837       95,171       43       160,952  
Additions     -       3       797       662       4,596       -       6,058  
Disposals     -       -       -       -       (106 )     -       (106)  
Depreciation     (3,717 )     (1,692 )     (1,583 )     -       (5,904 )     -       (12,896)  
Transfers     63       (63 )     1,499       (1,499 )     -       -       -  
As of March 31, 2025     1,997       27,754       30,457       -       93,757       43       154,008  

 

13. Intangible Assets and Goodwill

 

The cost, weighted average amortization rates and accumulated amortization of intangible assets and goodwill comprise the following amounts: 

 

F-16

Vasta Platform Limited

Unaudited Condensed Interim Consolidated Financial Statements

Three-months period ended March 31, 2025

        March 31, 2025   December 31, 2024  
    Weighted
average
depreciation
rate
  Cost   Accumulated depreciation   Residual   Cost   Accumulated
depreciation
  Residual  
Software   20%     386,849       (268,671 )     118,178       380,073       (253,683 )     126,390  
Customer portfolio   8%     1,199,563       (606,903 )     592,660       1,199,563       (581,074 )     618,489  
Trademarks   5%     633,154       (174,161 )     458,993       633,154       (167,334 )     465,820  
Trade agreement   8%     243,113       (80,001 )     163,112       243,114       (73,811 )     169,303  
Platform content production   33%     228,008       (177,708 )     50,300       217,331       (168,015 )     49,316  
Other intangible assets   33%     11,148       (4,950 )     6,198       11,148       (4,950 )     6,198  
In progress   0%     18,909       -       18,909       11,406       -       11,406  
Goodwill   0%     3,713,863       -       3,713,863       3,713,863       -       3,713,863  
          6,434,607       (1,312,394 )     5,122,213       6,409,652       (1,248,867 )     5,160,785  

 

Changes in intangible assets and goodwill were as follows:

 

    Software   Customer Portfolio   Trademarks   Trade Agreement   Platform content production   Other Intangible assets   In progress   Goodwill   Total
As of December 31, 2023     114,701       722,652       493,129       194,065       56,101       6,207       6,845       3,713,863       5,307,563  
Additions     10,338       -       -       -       16,802       -       7,636       -       34,776  
Additions through business combinations     -       -       -       -       (2 )     -       (1 )     -       (3 )
Amortization     (8,736 )     (25,623 )     (6,827 )     (6,191 )     (11,253 )     -       -       -       (58,630 )
Transfers     4,997       -       -       -       (2,673 )     2       (2,326 )     -       -  
As of March 31, 2024     121,300       697,029       486,302       187,874       58,975       6,209       12,154       3,713,863       5,283,706  
                                                                         
As of December 31, 2024     126,390       618,489       465,820       169,303       49,316       6,198       11,406       3,713,863       5,160,785  
Additions     6,776       -       -       -       10,677       -       7,503       -       24,956  
Amortization     (14,988 )     (25,829 )     (6,827 )     (6,191 )     (9,693 )     -       -       -       (63,528 )
As of March 31, 2025     118,178       592,660       458,993       163,112       50,300       6,198       18,909       3,713,863       5,122,213  

 

Goodwill impairment test

 

The Company performs its annual impairment test in December and whenever circumstances indicate that the carrying value may be impaired. The Company’s impairment test for goodwill is assessed by comparing it carrying amount with its recoverable amount. 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.

 

There were no indications of impairment for three-month periods ended March 31, 2025 and 2024.

 

F-17

Vasta Platform Limited

Unaudited Condensed Interim Consolidated Financial Statements

Three-months period ended March 31, 2025

14. Bonds

 

The balance of bonds comprises the following amounts:

 

   

December 31,

2024

  Payment of
interest (i)
  Interest
accrued
  Transaction
cost of bonds
  Transfers   March 31,
2025
Bonds with related parties     264,484       (16,531 )     25,954       299       (299 )     273,907  
Current liabilities     264,484       (16,531 )     25,954       299       (299 )     273,907  
                                                 
Bonds with related parties     497,521       -       -       -       299       497,820  
Non-current liabilities     497,521       -       -       -       299       497,820  
                                                 
Total     762,005       (16,531 )     25,954       299       -       771,727  

 

(i) We present below the composition of interest and principal payments considering the issues made:

 

Issuance   Payments   Interest   Principal
GAGL11 - Somos Sistemas   02/14/2025     (16,531 )     -  
    Total     (16,531 )     -  

 

    December 31, 2023   Payment of
interest
  Interest accrued   Transaction
cost of bonds
  Transfers   March 31, 2024
Bonds with related parties     13,904       (17,922 )     8,185       -       (182 )     3,985  
Bonds     527,859       (35,501 )     16,181       279       182       509,000  
Current liabilities     541,763       (53,423 )     24,366       279       -       512,985  
                                                 
Bonds with related parties     250,000       -       -       -       -       250,000  
Non-current liabilities     250,000       -       -       -       -       250,000  
                                                 
Total     791,763       (53,423 )     24,366       279       -       762,985  

 

a. Bonds’ description

 

See below the bonds outstanding on March 31, 2025:  

 

Subscriber Related parties   Related parties
Issuance 9th   10th
Series 2nd Series   2nd Series
Date of issuance 09/28/2022   06/21/2024
Maturity date 09/28/2025   05/15/2029
First payment after 36 months   59 months
Remuneration payment Semi-annual interest   Semi-annual interest
Financials charges CDI + 2.40% p.a.   CDI + 1.35% p.a. and CDI + 1.60% p.a.
Principal amount (in millions of R$) 250   500

 

b. Bond’s maturities

 

The maturities range of these accounts, considering related and third parties are as follow:

 

F-18

Vasta Platform Limited

Unaudited Condensed Interim Consolidated Financial Statements

Three-months period ended March 31, 2025

Maturity of installments   March 31, 2025   %   December 31, 2024   %
One year or less     273,907       35.5       264,484       34.7  
                                 
One to two years     -       -       -       -  
Two to three years     274,278       35.5       274,076       36.0  
Three years on     223,542       29.0       223,445       29.3  
Total non-current liabilities     497,820       64.5       497,521       65.3  
                                 
      771,727       100.0       762,005       100.0  

 

c. Debit commitments

 

The bond issued by Somos Sistemas requires the maintenance of certain financial indicators “covenants” which are quarterly calculated based on Somos Sistemas Consolidated financial statements. The period of covenants compliance comprises 12 months immediately prior to the end of each year, being the first quarterly of analysis June 30, 2024 and based on ratio between adjusted net debt by adjusted consolidated EBITDA. The net debt adjusted EBITDA ratio should be less or equal to 3.50%. This ratio cannot be breached for two consecutive periods or three alternate periods.

 

Consolidated net debt: Company’s total debt (short- and long-term loans and financing, including capital markets operations, less cash equivalents cash which could be withdrawn until five business days added by accounts payable for business combinations)

 

Adjusted consolidated EBITDA: Earnings before income taxes, depreciation and amortization, financial results (excluding financial expenses), and non-recurring expenses.  

 

On March 31, 2025, the financial ratio net debt by adjusted EBITDA reached the result of 2.17, within the conditions established in the financial contractual clauses.

 

15. Suppliers

 

The balance of this account comprises the following amounts:

 

a. Composition

 

    March 31, 2025   December 31, 2024
Local suppliers     174,602       207,702  
Related parties (note 20)     5,064       7,868  
Copyright     25,037       24,622  
Suppliers     204,703       240,192  
                 
Reverse factoring (i)     307,618       302,608  

 

(i) As of March 31, 2025, the balance of reverse factoring was R$307,618 (R$ 302,608 as of December 31, 2024), and the discount rates of assignment operations carried out by our suppliers with financial institutions had a weighted average of 1.27% per month (as of December 31, 2024, the weighted average was 1.15% per month) and a maximum payment term of 360 days. The balance is initially recognized net of the present value adjustment, which is subsequently recognized as a financial expense.

 

The Company uses the reverse factoring with the main suppliers (paper and printing) to extend the payment terms in order to cover possible mismatches with the receipts from sales.

 

Additional information about the Company suppliers subject to finance arrangement is provided in the table below:

 

F-19

Vasta Platform Limited

Unaudited Condensed Interim Consolidated Financial Statements

Three-months period ended March 31, 2025

    March 31, 2025   December 31, 2024
Carrying amount of financial liabilities                
Presented within suppliers     307,618       302,608  
- of which suppliers have received payment from the bank     288,783       284,494  
                 
Average range of payments due dates                
Suppliers subject to finance arrangement (days after invoice date)     355       355  
Comparable suppliers (days after invoice)     45-90       45-90  
                 
Non-cash changes                
There were no significant non-cash changes in the carrying amount of financial liabilities subject to supplier finance arrangements                

 

The payments to the bank are included within operating cash flows because they continue to be part of the normal operating cycle of the Company and their principal nature remains operating – i.e. payments for the purchase of goods and services. The payments to a supplier by the bank of R$ 288,783 are considered non-cash transactions.

 

16. Lease liabilities

 

The lease agreements have an average term of 12 years and weighted average rate of 13% p.a.

 

    March 31, 2025   March 31, 2024
Opening balance     111,373       96,657  
Additions for new lease agreements     322       -  
Renegotiation     4,274       -  
Cancelled contracts (i)     (114 )     (12,974 )
Interest     2,998       2,113  
Payment of interest     (2,938 )     (2,029 )
Payment of principal     (5,535 )     (4,300 )
      110,380       79,467  
Current liabilities     23,253       11,485  
Non-current liabilities     87,127       67,982  
      110,380       79,467  

 

(i) In 2024, refers to cancellated contract of the previous property used to offer Anglo course.

 

Short-term leases (lease period of 12 months or less) and leases of low-value assets (such as personal computers and office furniture) are recognized on a straight-line basis in rent expenses for the period and are not included in lease liabilities. Fixed and variable lease payments, including those related to short-term contracts and to low-value assets, were the following for the period ended March 31, 2025 and 2024:

 

    March 31, 2025   March 31, 2024
Fixed payments     8,473       6,329  
Payments related to short-term contracts and low value assets, variable price contracts (note 25)     1,141       12,076  
      9,614       18,405  

F-20

Vasta Platform Limited

Unaudited Condensed Interim Consolidated Financial Statements

Three-months period ended March 31, 2025

17. Contractual obligations and deferred income

 

    March 31, 2025   December 31, 2024
Refund liability (i)     43,057       40,556  
Contract of exclusivity for processing payroll     107       9  
Current liabilities     43,164       40,565  

 

(i) Refers to the customer’s right to return goods. The Company business cycle is from October to September for each year.

 

18. Accounts payable for business combination

 

    March 31, 2025   December 31, 2024
Meritt     300       300  
Redação Nota 1000     2,772       2,718  
EMME     6,062       5,943  
Editora De Gouges     433,138       420,585  
Phidelis     7,195       7,054  
      449,467       436,600  
Current     224,643       215,237  
Non-current     224,824       221,363  
      449,467       436,600  

 

The changes in the balance are as follows:

 

    March 31, 2025   March 31, 2024
Opening balance     436,600       614,120  
Payments in installments     -       (11,159 )
Interest payment     -       (2,590 )
Interest adjustment     12,867       15,664  
Remeasurement     -       212  
Closing balance     449,467       616,247  

 

The maturity years of such balances as of March 31, 2025 are shown in the table below:

 

    March 31, 2025   December 31, 2024
Maturity of installments   Total   %   Total   %
In up to one year     224,643       50.0       215,237       49.3  
                                 
One to two years     222,916       49.6       219,493       50.3  
Two to three years     1,908       0.4       1,870       0.4  
      224,824       50.0       221,363       50.7  
      449,467       100.0       436,600       100.0  

 

19. Salaries and Social Contributions

 

    March 31, 2025   December 31, 2024
Salaries payable     36,751       28,292  
Social contribution payable (i)     20,544       21,542  
Provision for vacation pay     27,974       22,763  
Provision for profit sharing (ii)     36,132       29,361  
      121,401       101,958  

F-21

Vasta Platform Limited

Unaudited Condensed Interim Consolidated Financial Statements

Three-months period ended March 31, 2025

(i) Refers to the effect of social contribution over restricted share units' compensation plans issued. The Company records the taxes over the shares on a monthly basis according to the Company’s share price.

 

(ii) The provision for profit sharing is based on qualitative and quantitative metrics determined by the Board of Directors.

 

20. Related parties

 

As presented in note 1, the Company is a subsidiary of Cogna Educação S.A.  and some of the Company’s transactions and arrangements involve entities that are subsidiaries of Cogna Group. The effect of these transactions is reflected in these Interim Statements, with these related parties segregated by nature of transaction determined by intercompany agreements and approved by the Company’s Management. The balances and transactions between the Company and its associates have been eliminated in the Company’s Consolidated Financial Statements. The balances and transactions between related parties are shown below:

 

    March 31, 2025
    Other
receivables
(i)
  Trade
receivables
(note 9)
  Indemni-
fication asset
(note 21c)
  Other
liabilities
(ii)
  Suppliers
(note 15)
  Bonds
(note 14)
Cogna Educação S.A.     -       -       154,812       2,354       -       771,727  
Editora Ática S.A.     4,231       2,070       -       11,072       3,602       -  
Editora E Distribuidora Educacional S.A.     1,363       546       -       -       -       -  
Editora Scipione S.A.     19       196       -       -       38       -  
Maxiprint Editora Ltda.     1       3,521       -       -       147       -  
Saber Serviços Educacionais S.A.     -       175       -       -       -       -  
Saraiva Educação S.A.     1,457       1,742       -       260       616       -  
SGE Comercio De Material Didatico Ltda.     -       -       -       -       658       -  
Somos Idiomas S.A.     884       2,044       -       1       3       -  
Anhanguera Educacional Participações S.A.     1       441       -       25       -       -  
      7,956       10,735       154,812       13,712       5,064       771,727  

 

(i) Refers substantially to accounts receivable generated from sharing costs e.g IT services shared by the Company to Cogna Group.

 

(ii) Refers substantially to accounts payable by sharing expenses e.g property leasing, personnel and IT licenses shared with Cogna Group

 

    December 31, 2024
    Other
receivables
  Trade
receivables
(note 9)
  Indemnification asset
(note 21c)
  Other
liabilities
  Suppliers
(note 15)
  Bonds
(note 14)
Cogna Educação S.A.     -       -       150,326       420       -       762,005  
Editora Ática S.A.     12,378       11,441       -       25,489       5,609       -  
Editora E Distribuidora Educacional S.A.     29       455       -       1,337       -       -  
Editora Scipione S.A.     13       1,650       -       -       165       -  
Maxiprint Editora Ltda.     -       15,756       -       -       -       -  
Saber Serviços Educacionais S.A.     -       175       -       -       -       -  
Saraiva Educação S.A.     1,030       5,944       -       440       432       -  
SGE Material Didático Ltda.     -       -       -       -       658       -  
Somos Idiomas S.A.     79       1,917       -       2       1,004       -  
Anhanguera Educacional Participações S.A.     17       441       -       2,633       -       -  
Others     168       -       -       2       -       -  
      13,714       37,779       150,326       30,322       7,868       762,005  

F-22

Vasta Platform Limited

Unaudited Condensed Interim Consolidated Financial Statements

Three-months period ended March 31, 2025

    March 31, 2025   March 31, 2024
Transactions held:   Revenues  

Finance costs

(note 14)

  Cost sharing   Sublease   Revenues   Finance costs   Cost Sharing   Sublease
                                 
 Cogna Educação S.A.     -       (25,954 )     -       -       -       (8,185 )     -       -  
 Editora Atica S.A.     1,363       -       (11,069 )     1,907       8,117       -       (14,779 )     1,875  
 Editora E Distribuidora Educacional S.A.     491       -       -       -       209       -       -       -  
 Editora Scipione S.A.     204       -       -       -       757       -       -       -  
 Maxiprint Editora Ltda.     6,750       -       -       -       6,088       -       -       -  
 Saraiva Educacão S.A.     864       -       -       -       1,117       -       -       580  
 SSE Serviços Educacionais Ltda.     -       -       -       -       443       -       -       -  
      9,672       (25,954 )     (11,069 )     1,907       16,731       (8,185 )     (14,779 )     2,455  

F-23

Vasta Platform Limited

Unaudited Condensed Interim Consolidated Financial Statements

Three-months period ended March 31, 2025

a) Compensation of key management personnel

 

Key management personnel include the members of the Board of Directors, Audit Committee, the CEO and the vice-presidents, for which the nature of the tasks performed were related to the activities of the Company.

 

For the period ended March 31, 2025, key management compensation, including charges and variable compensation amounted to R$ 3,615 (R$ 2,504 for the period ended March 31, 2024).  The Audit Committee and Board of Directors were established in July 2020.   

 

The following benefits are granted to the Company’s management members: healthcare plan, share-based compensation plan, besides discounts over the Company’ own products.

 

See below the compensation of key management personnel by nature:

 

a) Short term benefits - Short-term benefits include fixed compensation (salaries and fees, vacation, mandatory bonus, and “13th salary” bonus), payroll charges (Company share of contributions to social security – INSS) and variable compensation such as profit sharing, the short-term benefits, that included Bonus IPO.

 

b) Long-term benefits - The Company also offered certain key management personnel payment based on its restricted shares units and performance shares units – ILP.

 

The Key management personnel compensation expenses comprised the following:

 

    March 31, 2025   March 31, 2024
Short-term employee benefits     1,824       1,940  
Share-based compensation plan     1,791       564  
      3,615       2,504  

 

21. Provision for tax, civil and labor losses and Judicial deposits

 

The Company classifies the likelihood of loss in judicial/administrative proceedings in which it is a defendant. Provisions are recorded for contingencies classified as probable loss in an amount that Management, in conjunction with its legal advisors, believes is enough to cover probable losses or when related to contingencies resulting from business combinations.

 

The contingent liabilities are composed as follows: 

 

a. Composition 

 

The changes in provision for the years ended March 31, 2025 and December 31, 2024 were as follows:

 

F-24

Vasta Platform Limited

Unaudited Condensed Interim Consolidated Financial Statements

Three-months period ended March 31, 2025

    December 31, 2024   Additions   Reversals   Interest   Payments   March 31, 2025
                           
Tax proceedings (i)     110,849       -       (223 )     1,096       135     111,857  
Labor proceedings (ii)     22,298       165       (629 )     167       (830 )   21,170  
Civil proceedings     23,976       160       (72 )     1,024       (27 )   25,062  
Total     157,123       325       (924 )     2,287       (722 )   158,089  
                                               
Finance expense (note 26)             -       -       (2,251 )              
General and administrative expenses (note 25)             (325 )     924       -                
Total             (325 )     924       (2,251 )              
                                               
Guarantee - Equity effect             -       -       (36 )              
                                               
Total             (325 )     924       (2,287 )              

 

(i) Primarily refers tax assessment notices issued by the tax authority to the "Predecessor," derived from disallowances of operational and financial expenses, as well as isolated fines related to the acquisition of the Anglo Group in 2010 and subsequent restructuring.

 

(ii) The Company is a party to labor demands, which mostly refer to proportional vacation, salary difference, night shift premium, overtime and social charges, among others. There are no individual labor demands with material amounts that require specific disclosure.

 

    December 31, 2023   Additions   Reversals   Interest   Payments   March 31, 2024
                         
Tax proceedings     676,255       -       (88 )     11,913       -       688,080  
Labor proceedings     21,615       818       (438 )     386       (116 )     22,265  
Civil proceedings     120       40       (43 )     4       (18 )     103  
Total     697,990       858       (569 )     12,303       (134 )     710,448  
                                                 
Finance expense             -       -       (12,273 )                
General and administrative expenses             (856 )     567       -                  
Total             (856 )     567       (12,273 )                
                                                 
Indemnification asset - Former owner             (2 )     2       (30 )                
                                                 
Total             (858 )     569       (12,303 )                

 

b. Contingencies with possible losses  

 

As of March 31, 2025, the Company was party to lawsuits classified as possible losses totaling R$ 50,665 (R$52,117 as of December 31, 2024), as shown below:

 

    March 31,2025   December 31, 2024
Taxes (i)     7,317       7,043  
Labor (ii)     32,722       31,498  
Civil (iii)     10,626       13,576  
Total     50,665       52,117  

 

The Company and its subsidiaries had 70 legal and administrative lawsuits as of March 31, 2025, according to the Management, with a possible risk of loss based on the opinion of the Company and of its legal assessors. The main ones are highlighted below:

 

(i) Taxes: Notice of Violation issued by the Municipal Finance Department of São Paulo, with the purpose of collecting municipal taxes (“ISSQN” or “Imposto Sobre Serviços de Qualquer Natureza”) for the period from 2018 to 2021, in the amount of R$4,683. The Company is also party to 9 lower monetary value tax lawsuits, involving taxes of various natures, totaling R$2,634.

 

F-25

Vasta Platform Limited

Unaudited Condensed Interim Consolidated Financial Statements

Three-months period ended March 31, 2025

 

(ii) Labor: The most significant lawsuit involves a labor claim related to the payment of termination benefits and other labor charges amounting to R$20,861. The Company is a party to 23 lawsuits totaling R$11,860, the claims mainly involve severance pay, overtime and salary differences, among other labor-related payments.

 

(iii) Civil: Lawsuit filed against the Cogna Group, in which the plaintiff alleges fundamental changes in its pedagogical and methodological approach due to contract termination, in the amount of R$3,641.  The Company is a party to 33 lawsuits totaling R$6,985. The claims are related to contract terminations.

 

c. Judicial deposits

 

Judicial deposits recorded as non-current assets are as follows:

 

    March 31, 2025   December 31, 2024
Tax proceedings     2,622       2,670  
Indemnification asset - Former owner     1,493       1,456  
Indemnification asset – Related parties (i)     154,812       150,326  
      158,927       154,452  

 

(i) Refers to an indemnification asset of the seller (Cogna) and recognized at the date of the business combination, of the acquisition of Somos, in order to indemnify the Company for all losses that may be incurred in connection with all contingencies or lawsuits, substantially tax proceedings related to business combinations in the amount of R$158,927 (R$154,452 on December 31, 2024). This asset is indexed to CDI (Certificates of Interbank Deposits).

 

22. Current and Deferred Income Tax and Social Contribution

 

a. Reconciliation of income tax and social contribution 

 

The reconciliation of income tax and social contribution expense is as follows:

 

    As of March 31, 2025   As of March 31, 2024
(Loss) profit before income tax and social contribution for the period     (1,327 )     36,724  
Nominal statutory rate of income tax and social contribution     34 %     34 %
IRPJ and CSLL calculated at the nominal rates     451       (12,486 )
Share of loss equity-accounted investees     (742 )     (1,040 )
Permanent additions     518       83  
Net (exclusions) additions without contribution of deferred assets     (31 )     30  
Difference in presumed results rate of subsidiary     80       (211 )
Impairment write-off on tax loss carryforward     (2,325 )     (1,158 )
Total IRPJ and CSLL     (2,049 )     (14,782 )
Current IRPJ and CSLL in the result     (713 )     (6,973 )
Deferred IRPJ and CSLL in the result     (1,336 )     (7,809 )
      (2,049 )     (14,782 )
Effective tax rate of Income and social contribution tax benefit     155 %     (40 %)

 

b. Deferred taxes

 

Changes in deferred income tax and social contribution assets and liabilities are as follows:

 

F-26

Vasta Platform Limited

Unaudited Condensed Interim Consolidated Financial Statements

Three-months period ended March 31, 2025

i. March 31, 2025 

 

    As of December 31, 2024   Effect on profit and loss   As of March 31, 2025
Income tax/social contribution:            
Income tax and social contribution losses carryforwards (ii)     668,475       36,283       704,758  
Temporary differences:                        
  Impairment losses on trade receivables     27,495       (830 )     26,665  
  Provision for obsolete inventories     19,526       (992 )     18,534  
  Imputed interest on suppliers     837       (164 )     673  
  Provision for risks of tax, civil and labor losses     1,815       (1,209 )     606  
  Refund liabilities and right to returned goods     10,654       (44 )     10,610  
  Right of use assets     35,900       (301 )     35,599  
  Lease liabilities     (30,504 )     424       (30,080 )
  Fair value adjustments on business combination and goodwill amortization (i)     (586,978 )     (41,654 )     (628,632 )
Other temporary difference     61,629       7,151       68,780  
Deferred assets, net     208,849       (1,336 )     207,513  

 

(i) Goodwill and fair value adjustments on business combination comprise three components, being (i) goodwill and fair value adjustment of prior business combination by Somos; (ii) amortization of fair value adjustment related to acquisition of the company; and (iii) deductibility of the acquisition goodwill for tax purposes as allowed by tax law.

 

(ii) The Company’s income tax and social contribution loss carryforwards are primarily the result of tax amortization of goodwill and the amortization of certain intangibles recognized related to the business combination in 2018. In accordance with Brazilian tax regulation, tax loss carryforwards have a limitation for use of 30% of taxable profit generated in each year and do not expire. The tax benefit is expected to be realized over an estimated 6-year period beginning in 2026.

 

ii. March 31, 2024

 

Changes in deferred income tax and social contribution assets and liabilities are as follows:

 

    As of December 31, 2023   Effect on profit (loss)   As of March 31, 2024
Income tax/social contribution:            
Income tax and social contribution losses carryforwards     594,361       (845 )     593,516  
Temporary differences:                        
  Impairment losses on trade receivables     28,012       361       28,373  
  Provision for obsolete inventories     3,099       (416 )     2,683  
  Imputed interest on suppliers     (1,206 )     842       (364 )
  Provision for risks of tax, civil and labor losses     (10,937 )     4,076       (6,861 )
  Refund liabilities and right to returned goods     8,421       3,161       11,582  
  Right of use assets     31,301       (5,820 )     25,481  
  Lease liabilities     (25,684 )     5,105       (20,579 )
  Fair value adjustments on business combination and goodwill amortization (i)     (470,342 )     (27,174 )     (497,516 )
Other temporary difference     48,428       12,901       61,329  
Deferred assets, net     205,453       (7,809 )     197,644  

 

(i) Goodwill and fair value adjustments on business combination comprise three components, being (i) goodwill and fair value adjustment of prior business combination by predecessor Somos Anglo; (ii) amortization of fair value adjustment related to acquisition of the predecessor Somos Anglo by the successor Vasta; and (iii) deductibility of the acquisition goodwill for tax purpose allowed by tax law.

 

F-27

Vasta Platform Limited

Unaudited Condensed Interim Consolidated Financial Statements

Three-months period ended March 31, 2025

23. Shareholder’s Equity

 

23.1. Share Capital

 

The Company holds Class A shares in addition to Class B shares (owned by Cogna).

 

On September 14, 2023, the Company announced a share repurchase program, approved by our board of directors considering that it was in the commercial interests of the Company to enter the Repurchase Plan. Under the repurchase program, we were entitled to repurchase up to R$ 62,500 (or US$12,500) in Class A common shares in the open market, based on prevailing market prices, or in privately negotiated transactions, over a period that began on September 18, 2023, continuing until the earlier of the completion of the repurchase. On March 31, 2024, the program was concluded with the repurchase of all shares.

 

As a result, the Company's share capital outstanding on March 31, 2025, which excludes a total of 3,439,599 treasury shares, totals 80,210,288 shares, in amount of R$ 4,820,815, of which 64,436,093 Class B shares are owned by the Cogna Group and 15,774,195 are owned by third parties.

 

The Company’s Shareholders Agreement authorizes the board of directors to grant restricted share units to certain executives and employees and other service providers with respect to up to 3% (three per cent) of the issued and outstanding shares of the Company. Thus, on March 31, 2025 the Company has the following position in Class A and B shares:

 

    Class A Shares (units)   Class B Shares (units)   Total
    Free float   Treasury shares
(note 23.4)
       
December 31,2024     15,765,930       3,447,864       64,436,093       83,649,887  
ILP exercised     8,265       -       -       8,265  
Treasury shares     -       (8,265 )     -       (8,265 )
March 31,2025     15,774,195       3,439,599       64,436,093       83,649,887  

 

The Company’s shareholders on March 31, 2025 are as follows:

 

    In units
Company Shareholders   Class A   Class B   Total
Cogna Group     -       64,436,093       64,436,093  
Free Float     15,774,195       -       15,774,195  
Treasury shares (Note 23.4)     3,439,599       -       3,439,599  
Total (%)     23 %     77 %     83,649,887  

 

23.2. (Loss) earnings per share

 

The basic (loss) earnings per share is measured by dividing the profit attributable to the Company’s shareholders by the weighted average common shares outstanding during the year. The Company considers as diluted earnings per share the number of common shares calculated added by the weighted average number of common shares that should be issued upon conversion of all potentially dilutive shares into common shares; potentially dilutive shares were deemed to have been converted into common shares at the beginning of the period.

 

F-28

Vasta Platform Limited

Unaudited Condensed Interim Consolidated Financial Statements

Three-months period ended March 31, 2025

    March 31, 2025   March 31, 2024
(Loss) profit attributable to shareholder´s     (3,267 )     22,172  
Weighted average number of ordinary shares outstanding (thousands)     80,187       83,649  
Performance Shares Units (PSU)     -       -  
Long Term Investment – (“ILP”)     -       3,334  
Total dilution effect     -       3,334  
                 
Basic (loss) profit per share - R$     (0,04 )     0,27  
Diluted (loss) profit per share - R$     (0,04 )     0,30  

 

23.3. Capital reserve - Share-based compensation (granted)

 

The Company as of March 31, 2025 had two share-based compensation plans:

 

a) Long Term Investment – (“ILP”) – Refers to several tranches granted, being the first issued on July 23, 2020 and the last on October, 2th, 2023. The Company compensates part of its employees and management. This plan will grant up to 3% of the Company’s class A share units. The Company will grant the limit of five tranches approved by the Company’s Board of Directors. The fair value of share units is measured at fair value quoted on the grant date. The plan has a vesting period corresponding to 5 years added by expected volatility of 30% and will be settled with Company’s shares. All taxes and contributions are paid by the Company without additional costs to employees and management. This program should be wholly settled with the delivery of the shares. The effect of events on share-based compensation in the Consolidated Statement of Profit or Loss for the period ended March 31, 2025 was R$ 2,294, being R$ 925 in Shareholder’s the Equity and R$1,369 as labor charges in liabilities, due to share price fluctuation (R$  988 being R$ 1,941 in Shareholder’s the Equity and a debit of R$ 117  as labor charges in liabilities for the period ended March 31, 2024).

 

b) Long Term Investment – (“ILP”) – Performance Shares Units (PSU) – On August, 2023, the Board of Directors has approved a new long-term incentive plan (ILP), based on meeting certain targets, with granting in 2023 and vesting in 2026, 2027 and 2028, that generated dilution of 1.75% in Vasta shares. The effect of events on share-based compensation in the Consolidated Statement of Profit or Loss for the period ended March 31, 2025 was R$ 2,618, being R$ 909 in Shareholder’s the Equity and R$ 1,709 as labor charges in liabilities, due to share price fluctuation (R$ 2,336 being R$ 1,890 in Shareholder’s Equity and a credit of R$ 446 as labor charges in liabilities, for the period ended March 31, 2024).

 

Considering the shared based compensation vested and granted throughout 2024, the amount of capital reserve on March 31, 2025 total R$92,505 (R$90,909 on December 31, 2024).

 

23.4. Treasury Shares

 

In 2023 the Board of Directors had approved a share repurchase program, or the Repurchase Program. Under the Repurchase Program, Vasta could repurchase up to R$ 62,500 (or US$12,500) in Class A common shares in the open market, based on prevailing market prices, or in privately negotiated transactions, over a period starting on September 18, 2023, continuing until the earlier of the completion of the repurchase. On March 31, 2024, the program concluded with the repurchase of 1,077,415 shares, corresponding to R$22,531. Considering the above information, the amount of treasury shares on March 31, 2025 total R$74,462 (R$74,641 on December 31, 2024), corresponding to 3,439,599 treasury shares (3,447,864 on December 31,2024).

 

F-29

Vasta Platform Limited

Unaudited Condensed Interim Consolidated Financial Statements

Three-months period ended March 31, 2025

24. Net Revenue from sales and Services

 

The breakdown of net sales of the Company is shown below:

 

    March 31,2025   March 31,2024
Net revenue        
Learning systems     318,347       257,552  
Textbooks     34,266       50,730  
Complementary education services     47,519       49,095  
Other products and services (i)     30,260       103,339  
Total     430,392       460,716  
                 
Sale     404,602       442,545  
Service     25,790       18,171  
Total     430,392       460,716  

 

(i) Includes sales to public government customers, amounting to R$5,215 on March 2025 (R$ 69,031 on March 31,2024).

 

a. Seasonality

 

The Company’s revenue is subject to seasonality since the main deliveries of printed materials and digital materials to customers occur in the last quarter of each year (typically in November and December), and in the first quarter of each subsequent year (typically in February and March), and revenue is recognized when the customers obtain control over the materials. In addition, the printed and digital materials delivered in the fourth quarter are used by customers in the following school year and, therefore, fourth quarter results reflect the growth in the number of students from one school year to the next, leading to higher revenue in general in the fourth quarter compared with the preceding quarters in each year. Consequently, on aggregate, the seasonality of revenue generally produces higher revenue in the first and fourth quarters of our fiscal year. In addition, the Company generally bills its customers during the first half of each school year (which starts in January), which generally results in a higher cash position in the first half of each year compared to the second half. A significant part of the Company’s expenses is also seasonal. Due to the nature of the business cycle, the Company needs significant working capital, typically in September or October of each year, in order to cover costs related to production and inventory accumulation, selling and marketing expenses, and delivery of the teaching materials at the end of each year in preparation for the beginning of each school year. As a result, these operating expenses are generally incurred between September and December of each year.

 

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Vasta Platform Limited

Unaudited Condensed Interim Consolidated Financial Statements

Three-months period ended March 31, 2025

25. Costs and Expenses by nature

 

    March 31, 2025   March 31, 2024
Salaries and payroll charges     (86,267 )     (83,555 )
Raw materials and productions costs     (84,654 )     (85,016 )
Depreciation and amortization     (76,424 )     (69,534 )
Advertising and publicity     (49,452 )     (24,754 )
Copyright     (24,173 )     (23,539 )
Impairment losses on trade receivables     (12,546 )     (13,205 )
Editorial costs     (12,494 )     (10,187 )
Other general and administrative expenses     (11,702 )     (14,773 )
Consulting and advisory services     (11,122 )     (8,101 )
Third-party services     (8,671 )     (8,691 )
Travel     (7,079 )     (6,902 )
Utilities, cleaning, and security     (3,055 )     (3,650 )
Rent and condominium fees     (1,141 )     (12,076 )
Material     (786 )     (856 )
Taxes and contributions     (736 )     (899 )
Other operating expenses     -       (195 )
Other operating income     64       1,980  
Reversal (provision) for tax, civil and labor losses     599       (289 )
Income from lease and sublease agreements with related parties     1,907       2,455  
Obsolete inventories     3,648       (2,878 )
      (384,084 )     (364,665 )
                 
Cost of goods sold and services     (141,213 )     (140,083 )
Commercial expenses     (97,699 )     (73,260 )
General and administrative expenses     (132,690 )     (139,902 )
Impairment losses on trade receivables     (12,546 )     (13,205 )
Other operating income     64       1,980  
Other operating expenses     -       (195 )
      (384,084 )     (364,665 )

 

26. Finance result

 

    March 31, 2025   March 31, 2024
Finance income        
Income from financial investments and marketable securities     4,797       5,786  
Finance income from indemnification assets and contingencies     4,527       5,384  
Other finance income     3,307       2,373  
      12,631       13,543  
Finance costs                
Interest on bonds     (26,253 )     (24,366 )
Interest on accounts payable for business combinations     (12,867 )     (15,664 )
Interest on suppliers     (10,109 )     (12,500 )
Bank and collection fees     (88 )     (841 )
Interest on provision for tax, civil and labor losses     (2,251 )     (12,273 )
Interest on lease liabilities     (2,998 )     (2,113 )
Other finance costs     (3,778 )     (2,053 )
      (58,344 )     (69,810 )
Financial result (net)     (45,713 )     (56,267 )

 

27. Non-cash transactions

 

Non-cash transactions for the periods ended March 31, 2025 and March 31, 2024 are respectively:

 

F-31

Vasta Platform Limited

Unaudited Condensed Interim Consolidated Financial Statements

Three-months period ended March 31, 2025

(i) Additions and renegotiations of right of use assets and lease liabilities in the amount of R$4,596 (note 16).

 

(ii) Disposals of contracts of right of use assets and lease liabilities in the amount of R$114 and R$12,974 (note 16).

 

* * * * * * * * * * * * * * * * * * *

 

Guilherme Melega

 

Chief Executive Officer

 

Cesar Augusto Silva

 

Chief Financial Officer

 

Marcelo Vieira Werneck

 

Accountant - CRC: RJ – 091570/0-1

 

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