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 |
X |
Form 40-F |
TABLE OF CONTENTS
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
Exhibit 99.1
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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
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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. |
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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$223 million, compared to the 2024 sales cycle. |
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The business unit of Brazilian public-school sector (B2G) continues to generate new contracts and new revenues for Vasta. In this growth avenue, we achieved R$ 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. |
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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. |
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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. |
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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. |
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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. |
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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
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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.
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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
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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 | m³ | 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.
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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.
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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.
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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% | ||
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* 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 |
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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
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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.
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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.
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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).
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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 |
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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 |
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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) |
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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) | ||
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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
| 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 |
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| 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-
| 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-
| 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-
| 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-
| 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-
| 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-
| 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-
| 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-
| 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-
| 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-
| 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: |
7. Cash and cash equivalents
| a. | Composition |
The balance of this account comprises the following amounts:
F-
| 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-
| 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-
| 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-
| 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-
| 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-
| 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-
| 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-
| 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-
| 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-
| 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-
| 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-
| 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-
| 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-
| 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-
| 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-
| 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-
| 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.
F-
| 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:
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| 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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