Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]

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 November 2024

Commission File Number: 001-39415

Vasta Platform Limited

(Exact name of registrant as specified in its charter)

Av. Paulista, 901, 5^th Floor

Bela Vista

São Paulo – SP, 01310-100

Brazil
+55 (11) 3047-2655

(Address of principal executive office)

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

Form 20-F

Form 40-F

TABLE OF CONTENTS

ITEM
99.1	Press release dated November 7, 2024 – Vasta Platform Limited announces today its financial and operating results for the third quarter of 2024.
99.2	Vasta Platform Limited Unaudited Condensed Interim Consolidated Financial Statements as of September 30, 2024, and for the nine-month periods ended September 30, 2024 and 2023.

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: November 7, 2024

Exhibit 99.1

São Paulo, November 7, 2024 – Vasta Platform Limited (NASDAQ: VSTA) – “Vasta” or the “Company” announces today its financial and operating results for the third quarter of 2024 (3Q24) ended September 30, 2024. Financial results are expressed in Brazilian Reais and are presented in accordance with International Financial Reporting Standards (IFRS).

HIGHLIGHTS

Vasta’s accumulated subscription revenue in the 2024 sales cycle totaled R$1,358 million, a 12.5% increase compared to the same period of the 2023 sales cycle. In 3Q24, subscription revenue totaled R$206 million, a 5.7% increase compared to 3Q23. The Annual Contract Value (“ACV”) bookings delivered in the 2024 sales cycle was slightly higher than previously disclosed estimates. Compound Annual Growth Rate (“CAGR”) of the last 5 cycles was a positive 18.4%, which demonstrates our resilience and capacity to keep our growth in higher double digits for several years.

In the 2024 sales cycle (which commenced 4Q23 through 3Q24), net revenue increased 6.4% to R$1,529 million compared to the same period of the 2023 sales cycle, mostly due to higher conversion of ACV into revenue, being partially offset by lower revenue in the non-subscription segment. In 3Q24, net revenue totaled R$220 million, a 14.6% decrease compared to the previous year, due to lack of new revenues from our public-school sector (“B2G”) segment in this quarter, caused largely by prioritization of municipal elections by the public sector.

Adjusted EBITDA in the 2024 sales cycle grew by 9.2% to R$449 million compared to R$411 million in previous sales cycle, and Adjusted EBITDA Margin grew to 29.4%, from 28.6% in the same period of the last year, which represents an increase of 0.8p.p. compared to the 2023 sales cycle. This increase was mainly driven by gains in operating efficiency, cost savings and a better product mix that benefited from premium products expansion. In 3Q24, Adjusted EBITDA totaled R$21 million, a 45.3% decrease compared to R$39 million in 3Q23, mainly due to lower net revenues in the quarter.

Vasta recorded an Adjusted Net Profit of R$62 million in the 2024 sales cycle, a 71.4% increase compared to R$36 million in the previous sales cycle, and an adjusted net margin increased 1.6p.p. compared to previous sales cycle, from 2.5% in 2023 to 4.1% in 2024. In 3Q24, Adjusted Net Loss totaled R$48 million, a 58.9% increase compared to Adjusted Net Loss of R$30 million in 3Q23.

Free cash flow (FCF) totaled R$146 million in the 2024 sales cycle, slightly higher than R$145 million FCF in the 2023 sales cycle. In 3Q24 FCF totaled R$55 million, a 4.8% decrease from R$58 million in 3Q23. The last twelve-month (LTM) FCF/Adjusted EBITDA conversion rate decreased from 35.4% to 32.5% due to higher investments in marketing for business expansion, and a higher volume of payments related to paper purchases.

The Start Anglo bilingual school kept its growth with 2 new contracts, totaling 32 contracts signed as of this date, and 2 operating units. This growth reaffirms our quest for a bilingual education alongside academic excellence, which reinforces our strategic expansion into new revenue streams. Additionally, last month we held the reinauguration of the Liceu Complex in São Paulo, preserving its entire historical architectural design, which launched our flagship operations in São Paulo, to begin operations in 2025.

MESSAGE FROM MANAGEMENT

In the third quarter of 2024, we concluded the 2024 sales cycle (4Q23 to 3Q24). Our net revenue during the 2024 cycle has reached R$1,529 million, representing a 6.4% increase compared to the previous sales cycle, mostly due to the conversion of ACV into revenue. Additionally, our complementary solutions have seen an important growth of 20.9% compared to the 2023 sales cycle, with an accelerated increase in both student base and market penetration.

Vasta’s accumulated subscription revenue in the 2024 sales cycle totaled R$1,358 million, a 12.5% increase compared to the previous sales cycle. The Annual Contract Value (“ACV”) bookings expected for the 2024 sales cycle were delivered as expected and slightly higher than previous disclosed. Additionally, this line of revenue represents 88.8% of the total net revenue, a 4.8p.p. increase compared to the 2023 sales cycle, 84.0%. Subscription revenue continues to gain importance in the total revenue of the Company, in line with our strategy. CAGR for the last 5 cycles was a positive 18.4%, showing our resilience and the power of our brands and products.

Another highlight of the 2024 sales cycle has been that Adjusted EBITDA grew by 9.2%, to R$449 million compared to R$411 million in the previous sales cycle, and Adjusted EBITDA Margin increased by 0.8 p.p. to 29.4%. In proportion to net revenue, gross margin increased 230 bps in the 2024 sales cycle (from 61.9% to 64.2%) mainly due to synergy gains, cost efficiency and a better product mix that benefited from premium products expansion. Adjusted G&A expenses were reduced by 80 bps driven by workforce optimization and budgetary discipline, and Commercial expenses increased by 230 bps driven by higher expenses related to business expansion and marketing investments.

Free cashflow (FCF) in the 2024 sales cycle totaled R$146 million, a 0.3% increase from R$145 million for the same period in 2023. The last twelve-month (LTM) FCF/Adjusted EBITDA conversion rate decreased from 35.4% to 32.5%, due to higher investments in marketing for business expansion, and increased expenses relating to the 2023 production owing to a seasonal effect of paper and printing costs. However, we foresee a lower volume of production-related expenses in the following quarters and expect to maintain the improvement in FCF for the year-end.

Moreover, the net debt/LTM adjusted EBITDA was 2.32x as of 3Q24, which represents a decrease of 0.11x from 2.43x, in the same quarter of 2023. In comparison to 2Q24 the net debt/LTM adjusted EBITDA increased slightly from 2.28x in 2Q24. The Company continues to focus on deleveraging and cash generation, which is highlighted by this indicator. In 2024, we implemented some liquidity management actions, which allowed us to extend the maturity profile of our indebtedness and reduce applicable interest rates.

In the B2G segment, one of our main growing avenues, Vasta generated R$ 69 million in revenues in this sales cycle, compared to R$81 million in the previous sales cycle. This is the second year since Vasta started offering its products and services to the public sector, and we remain confident in our strategy. We have renewed the contract signed in the previous year in the State of Pará and the SAEB scores were released showing a significant improvement in the students’ results in that state, moving from the second-to-last place in the National Ranking for High School to sixth place, with more than a 40% improvement in high school students’ scores. This is a remarkable result for us, the State of Pará and mainly for the students who benefited from the best products for recompositing learning and core-skill developments.

Given municipal elections in Brazilian cities in 2024, the signing of new contracts was hindered, but Vasta still has a strong pipeline and remains confident that this line of business will bear fruit in the coming quarters for the Company.

Start-Anglo bilingual school, which is part of our growth strategy, remains in continued expansion. In 3Q24, we entered into 2 new contracts, totaling 32 contracts as of this date, and 2 operating units. Furthermore, we have over 260 prospects in negotiation. We believe that the broad geographic presence and strong pipeline underscore the robust potential for further growth and market penetration of Start-Anglo.

Our revenue growth is directly related to the delivery of high-quality solutions that meet the needs of students, parents, educators and partner schools. Great evidence of the evolution of our company and brands is demonstrated in the customer satisfaction assessment index (NPS), which in the last 12 months has grown by more than 30 points.

OPERATING PERFORMANCE

Student base – subscription models

	2024	2023	% Y/Y	2022	% Y/Y
Partner schools - Core content	4,744	5,032	(5.7%)	5,274	(4.6%)
Partner schools – Complementary solutions	1,722	1,383	24.5%	1,304	6.1%
Students - Core content	1,432,289	1,539,024	(6.9%)	1,589,224	(3.2%)
Students - Complementary content	483,132	453,552	6.5%	372,559	21.7%

Note: Students enrolled in partner schools

In the 2024 sales cycle, Vasta served 1.4 million students with core content solutions and close to 500,000 students with complementary solutions. This is aligned with the company’s strategy to focus on improving its client base 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. On the other hand, the reduction of our client base was concentrated on the low-end segment, which has a higher number of students on average, and a lower margin.

FINANCIAL PERFORMANCE

Net revenue

Values in R$ ‘000	3Q24	3Q23	% Y/Y	2024 cycle	2023 cycle	% Y/Y
Subscription	205,874	194,841	5.7%	1,357,880	1,207,155	12.5%
Core content	199,262	190,607	4.5%	1,167,082	1,049,358	11.2%
Complementary solutions	6,612	4,234	56.2%	190,798	157,797	20.9%
B2G	-	40,747	(100.0%)	69,031	81,199	(15.0%)
Non-subscription	14,319	22,346	(35.9%)	102,458	148,829	(31.2%)
Total net revenue	220,193	257,933	(14.6%)	1,529,369	1,437,183	6.4%
% ACV	15.2%	15.8%	(0.6p.p.)	100.6%	98.1%	2.5p.p.
% Subscription	93.5%	75.5%	18.0p.p.	88.8%	84.0%	4.8p.p.

Note: n.m.: not meaningful

In 3Q24, Vasta’s net revenue totaled R$220 million, a 14.6% decrease compared to 3Q23, mainly due to the lack of new revenues in the B2G segment in this quarter. Subscription revenue totaled R$ 206 million, a 5.7% increase compared to 3Q23, due to the higher conversion of ACV into revenue.

In the 2024 sales cycle (4Q23 to 3Q24), Vasta’s net revenue totaled R$1,529 million, a 6.4% increase compared to the same period in the prior sales cycle. Subscription revenue grew 12.5% in the 2024 sales cycle. The subscription revenue reached 100.6% of Annual Contract Value (“ACV”) bookings for the 2024 sales cycle.

EBITDA

Values in R$ ‘000	3Q24	3Q23	% Y/Y	2024 cycle	2023 cycle	% Y/Y
Net revenue	220,193	257,933	(14.6%)	1,529,369	1,437,183	6.4%
Cost of goods sold and services	(81,184)	(101,161)	(19.7%)	(547,477)	(547,541)	(0.0%)
General and administrative expenses	(120,689)	(124,500)	(3.1%)	(479,151)	(489,760)	(2.2%)
Commercial expenses	(63,652)	(63,044)	1.0%	(277,618)	(229,173)	21.1%
Other operating (expenses) income	263	7,534	(96.5%)	2,331	(16,874)	(113.8%)
Share of loss equity-accounted investees	(2,691)	(2,878)	(6.5%)	(22,842)	(7,894)	189.3%
Impairment losses on trade receivables	(7,845)	(15,369)	(49.0%)	(60,193)	(55,550)	8.4%
Profit before financial income and taxes	(55,605)	(41,485)	34.0%	144,420	90,391	59.8%
(+) Depreciation and amortization	72,443	70,587	2.6%	276,833	275,791	0.4%
EBITDA	16,838	29,102	(42.1%)	421,253	366,182	15.0%
EBITDA Margin	7.6%	11.3%	(3.6p.p.)	27.5%	25.5%	2.1p.p.
(+) Layoff related to internal restructuring	1,165	115	913.0%	4,775	1,297	268.2%
(+) Share-based compensation plan	3,305	9,755	(66.1%)	9,302	20,369	(54.3%)
(+) M&A adjusting expenses	-	-	0.0%	13,776	23,562	(41.5%)
Adjusted EBITDA	21,308	38,972	(45.3%)	449,106	411,411	9.2%
Adjusted EBITDA Margin	9.7%	15.1%	(5.4p.p.)	29.4%	28.6%	0.8p.p.

Note: n.m.: not meaningful

In the 2024 sales cycle, Adjusted EBITDA grew 9.2% to R$449 million with a margin of 29.4%, representing an increase of 0.8 p.p. in comparison to the prior sales cycle. In 3Q24, Adjusted EBITDA totaled R$21 million, a 45.3% decrease compared to R$39 million in 3Q23, mainly due to a lower net revenue in this quarter. In the 2024 sales cycle, the increase in Adjusted EBITDA and Adjusted EBITDA Margin was mainly driven by gains in operating efficiency, cost savings and a sales mix that benefited from the growth of subscription products, partially offset by higher commercial expenses due to marketing events and campaigns for the next cycle. Share of loss equity-accounted investees relates to a 43.1% minority stake in Educbank Gestão de Pagamentos Educacionais S.A. (“Educbank”), which registered a loss in equity-accounted investees in the amount of R$20 million in the 2024 sales cycle that was mainly due to write-off costs relating to a potential M&A target of Educbank, which ultimately did not materialize.

(%) Net Revenue	3Q24	3Q23	Y/Y (p.p.)	2024 cycle	2023 cycle	Y/Y (p.p.)
Gross margin	63.1%	60.8%	2.4p.p.	64.2%	61.9%	2.3p.p.
Adjusted cash G&A expenses ⁽¹⁾	(21.0%)	(15.3%)	(5.7p.p.)	(12.7%)	(13.5%)	0.8p.p.
Commercial expenses	(28.9%)	(24.4%)	(4.5p.p.)	(18.2%)	(15.9%)	(2.3p.p.)
Impairment on trade receivables	(3.6%)	(6.0%)	2.3p.p.	(3.9%)	(3.9%)	0.0p.p.
Adjusted EBITDA margin	9.7%	15.1%	(5.4p.p.)	29.4%	28.6%	0.8p.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.

In proportion to net revenue, gross margin increased 230 bps in the 2024 sales cycle (from 62% to 64%) mainly due to synergy gains, costs efficiency and a better product mix that benefited from premium products expansion. Adjusted cash G&A expenses reduced by 80 bps driven by workforce optimization and budgetary discipline, and Commercial expenses increased by 230 bps driven by higher expenses related to business expansion and marketing investments while impairment on trade receivable (PDA) remained stable, even considering a more restrictive credit landscape.

Finance Results

Values in R$ ‘000	3Q24	3Q23	% Y/Y	2024 cycle	2023 cycle	% Y/Y
Finance income	16,836	19,511	(13.7%)	63,241	85,831	(26.3%)
Finance costs	(71,483)	(74,966)	(4.6%)	(276,659)	(307,569)	(10.0%)
Total	(54,647)	(55,455)	(1.5%)	(213,418)	(221,738)	(3.8%)

In 3Q24, finance income totaled R$16.8 million, from R$19.5 million in 3Q23, due to the impact of lower interest rates on financial investments and marketable securities. In the 2024 sales cycle, finance income decreased 26.3% to R$63.2 million from R$ 85.8 million in the prior sales cycle, due to the same reason as noted above and a non-recurring gain of R$10 million resulting from the reversal of interest on tax contingencies.

Finance costs in 3Q24 decreased 4.6% to R$71,5 million, from R$75,0 million in 3Q23, due to the impact of lower interest rates on financial liabilities (mainly bonds, accounts payable on acquisition and contingencies), as noted above. In the 2024 sales cycle finance cost decreased 10% driven mainly by lower interest rates.

Net profit (loss)

Values in R$ ‘000	3Q24	3Q23	% Y/Y	2024 cycle	2023 cycle	% Y/Y
Net (loss) profit	(77,140)	(62,111)	24.2%	(61,401)	(67,053)	(8.4%)
(+) Layoffs related to internal restructuring	1,165	115	n.m.	4,775	1,297	268.2%
(+) Share-based compensation plan	3,305	9,755	(66.1%)	9,302	20,369	(54.3%)
(+) Amortization of intangible assets ⁽¹⁾	40,424	38,940	3.8%	159,326	156,313	1.9%
(-) Income tax contingencies reversal	-	-	n.m.	-	(29,715)	n.m.
(+) M&A adjusting expenses	-	-	n.m.	13,776	23,562	(41.5%)
(-) Tax shield ⁽²⁾	(15,264)	(16,595)	(8.0%)	(63,641)	(68,524)	(7.1%)
Adjusted net (loss) profit	(47,510)	(29,896)	58.9%	62,137	36,249	71.4%
Adjusted net margin	(21.6%)	(11.6%)	(10.0p.p.)	4.1%	2.5%	1.6p.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 3Q24, adjusted net loss totaled R$47 million, a 58.9% increase compared to a net loss of R$30 million in 3Q23. It is worth highlighting that 2Q and 3Q of every year represents about 30% of the total revenue of the year due to seasonality of product deliveries to our customers. In the 2024 sales cycle, adjusted net profit reached R$62 million, a 71.4% increase from an adjusted net profit of R$36 million for the 2023 sales cycle.

The 2023 sales cycle was positively impacted by a gain related to the reversal of tax contingencies recorded in 4Q22, which impacted corporate tax and finance results, but negatively impacted by M&A expenses in the amount of R$ 24 million. The 2024 sales cycle was impacted by the M&A adjusting expenses occurred in 4Q23 as they related to one-off costs associated with the write-off of a potential M&A target of Educbank, which ultimately did not materialize, negatively impacting our Share of Loss of Equity-Accounted Investees in the amount of R$13.8 million.

Accounts receivable and PDA

Values in R$ ‘000	3Q24	3Q23	% Y/Y	2Q24	% Q/Q
Gross accounts receivable	567,339	545,972	3.9%	755,133	(24.9%)
Provision for doubtful accounts (PDA)	(90,214)	(73,390)	22.9%	(93,543)	(3.6%)
Coverage index	15.9%	13.4%	2.5p.p.	12.4%	3.5p.p.
Net accounts receivable	477,125	472,582	1.0%	661,590	(27.9%)
Average days of accounts receivable ⁽¹⁾	112	118	(6)	152	(40)

(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 112 days in the 3Q24, a reduction of 6 days in comparison to 3Q23 (118 days), and a reduction of 40 days in comparison to 2Q24 (152 days).

Free cash flow

Values in R$ ‘000	3Q24	3Q23	% Y/Y	2024 cycle	2023 cycle	% Y/Y
Cash from operating activities ⁽¹⁾	87,881	81,030	8.5%	316,463	309,487	2.3%
(-) Income tax and social contribution paid	-	(279)	n.m.	(672)	(5,361)	(87.5%)
(-) Payment of provision for tax, civil and labor losses	(1,067)	(508)	110%	(1,507)	(1,302)	15.7%
(-) Interest lease liabilities paid	(3,690)	(3,050)	21.0%	(9,799)	(14,264)	(31.3%)
(-) Acquisition of property, plant, and equipment	(2,416)	(8,899)	(72.9%)	(16,599)	(28,788)	(42.3%)
(-) Additions of intangible assets	(19,219)	(1,411)	n.m.	(119,942)	(85,194)	40.8%
(-) Lease liabilities paid	(6,006)	(8,623)	(30.3%)	(22,023)	(29,135)	(24.4%)
Free cash flow (FCF)	55,483	58,260	(4.8%)	145,921	145,444	0.3%
FCF/Adjusted EBITDA	260.4%	149.5%	110.9p.p.	32.5%	35.4%	(2.9p.p.)
LTM FCF/Adjusted EBITDA	32.5%	35.4%	(2.9p.p.)	32.5%	35.4%	(2.9p.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$55 million 3Q24, a 4.8% decrease from an FCF of R$58 million in 3Q23. In the 2024 sales cycle, FCF totaled R$146 million, a R$1 million increase from R$145 million in 2023 sales cycle. The FCF generated in the sales cycle was offset by the impacts of financial interest cost and Vasta’s second share repurchase program. The last twelve-month (LTM) FCF/Adjusted EBITDA conversion decreased from 35.4% to 32.5%, mainly driven by negative impacts of anticipation of marketing expenses, and increased expenses related to the 2023 production owing to a seasonal effect of paper and printing costs. However, we foresee a lower volume of production-related expenses in the following quarters and expect to maintain improvement in FCF for the year-end.

Financial leverage

Values in R$ ‘000	3Q24	2Q24	1Q24	4Q23	3Q23
Financial debt	764,693	768,459	762,985	791,763	765,350
Accounts payable from business combinations	630,267	618,830	616,247	614,120	601,171
Total debt	1,394,960	1,387,289	1,379,232	1,405,883	1,366,521
Cash and cash equivalents	96,162	50,868	67,214	95,864	106,757
Marketable securities	258,945	272,991	242,799	245,942	261,264
Net debt	1,039,853	1,063,430	1,069,219	1,064,076	998,500
Net debt/LTM adjusted EBITDA	2.32	2.28	2.22	2.36	2.43

As of the end of 3Q24, Vasta had a net debt position of R$1,040 million, a R$23 million decrease compared to 2Q24. The net debt/LTM adjusted EBITDA was 2.32x as of 3Q24, having increased slightly from 2.28x in 2Q24, and decreased from 2.43x in 3Q23.

ESG

Sustainability Report

Last August 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 withdrawal¹
SDGs	GRI	Disclosure	Unit	3Q2024	3Q2023	% Y/Y	2Q2024	% Q/Q
3, 11, 12	303-3	Total water withdrawal	m³	3,205	5,290	(39%)	3,039	5%
		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	3Q2024	3Q2023	% Y/Y	2Q2024	% Q/Q
12, 13	302-1	Total energy consumption	GJ	3,699	1,845	100%	3,856	(4%)
12, 13	302-1	Energy from renewable sources²	%	46%	59%	(13 p.p.)	52%	(6 p.p.)

In the 3Q24, we observed a lower water consumption compared to the same period in 2023 due to the reduced demand for operations at the São José dos Campos Distribution Center and remained stable compared to 2Q24. There was also an increase in energy consumption compared to the same period in 2023, due to greater use of air conditioning resulting from the temperature increase that affected much of the country.

SOCIAL

Diversity in workforce by employee category
SDGs	GRI	Disclosure	Unit	3Q2024	3Q2023	% HA	2Q2024	% HA
5	405-1	C-level – Women	%	22%	29%	(7 p.p.)	29%	(7 p.p.)
		C-level – Men	%	78%	71%	7 p.p.	71%	7 p.p.
		C-level- total⁴	no.	9	7	29%	7	29%
		Leadership (≥ managers) – Women	%	44%	45%	(1 p.p.)	43%	1 p.p.
		Total - Leadership (≥ managers) – Men	%	56%	55%	1 p.p.	57%	(1 p.p.)
		Leadership (≥ managers) ⁵ – total	no.	120	144	(17%)	124	(3%)
		Academic staff – Women	%	17%	18%	(1 p.p.)	15%	2 p.p.
		Academic staff – Men	%	83%	83%	0 p.p.	85%	(2 p.p.)
		Academic staff ⁶ - total	no.	78	80	(3%)	75	4%
		Administrative/Operational – Women	%	53%	55%	(2 p.p.)	54%	(1 p.p.)
		Administrative/Operational – Male	%	47%	45%	2 p.p.	46%	1 p.p.
		Administrative/Operational ⁷ - total	no.	1,226	1,564	(22%)	1,229	(0%)
		Employees – Women	%	50%	53%	(3 p.p.)	51%	(1 p.p.)
		Employees – Men	%	50%	47%	3 p.p.	49%	1 p.p.
		Employees - total	no.	1,433	1,795	(20%)	1,435	(0%)

Continuing our Diversity and Inclusion actions, in July we held a dialogue with our LGBTQIAPN+ people to discuss their experiences in the job market and in the company. In addition, we published communications encouraging self-declaration of sexual orientation and gender identity, so that more people may feel encouraged to self-identify. This month, we also promoted and encouraged our professionals to take the Ethnic-Racial Diversity course at the Corporate University.

In September 2024, we celebrated the Month of People with Disabilities with a live event involving our professionals with disabilities. This initiative also promoted the UniCo course on Inclusion of People with Disabilities and reinforced the self-declaration campaign.

Another important highlight of September 2024 is that we became signatories of the Movement for Racial Equity (MOVER), a non-profit association made up of more than 50 companies that together employ more than 1.3 million workers. The movement works collaboratively to ensure that Black people have access to more opportunities in the job market.

Social impact* ⁸
SDGs	GRI	Disclosure	Unit	2S2024	2S2023	1S2024
4, 10	-	Scholars of the Somos Futuro Program	no.	213	232	195

* 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.

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, 213 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	3Q2024	3Q2023	% HA	2Q2024	% HA
3	403-5, 403-9	Units covered by the Risk Management Program (PGR)	%	100%	100%	0 p.p.	100%	0 p.p.
		Trained employees	no.	214	781	(73%)	221	(3%)
		Average hours of training per employee ⁹	no.	2.07	1.25	66%	3.00	(31%)
		Injury frequency ¹⁰	rate	1.16	4.58	(75%)	1.09	6%
		High-consequence injuries	no.	-	-	0%	-	0%
		Recordable work-related injuries ¹¹	rate	-	-	0%	-	0%
		Fatalities resulted from work-related injuries	no.	-	-	0%	-	0%
		Fatalities ¹²	rate	-	-	0%	-	0%

The difference in employees trained between 3Q24 and 3Q23 is due to the fact that in May 2023 we implemented an automatic process to send reminders to employees who had not taken the mandatory courses on occupational health and safety available at our corporate university.

During the period, the main accidents involving employees occurred in internal circulation areas, resulting in falls on staircases, as well as accidents in administrative areas and laboratories involving furniture. Workplace inspections were carried out to identify risk situations and implement preventive plans.

In 3Q24, we promoted health actions, events, and lives, including the "Momento Espaço Saúde" in the offices and blood donation campaigns. We sent out a notice advising employees and students on how to act in emergency situations. We also publicized the procedure for the Mental Health Day and made Mental Health training available at the Corporate University for all employees. Additionally, we held SIPAT (Internal Week for the Prevention of Accidents at Work) at the Distribution Center in São José dos Campos.

GOVERNANCE

Diversity in the Board of Directors (gender)
SDGs	GRI	Disclosure	Unit	3Q2024	3Q2023	% HA	2Q2024	% HA
5	405-1	Members	no.	7	7	0%	7	0%
5	405-1	Women	%	29%	29%	0 p.p.	29%	0 p.p.

Ethical conduct
SDGs	GRI	Disclosure	Unit	3Q2024	3Q2023	% HA	2Q2024	% HA
16	2-25	Cases recorded in our Confidential Ethics Hotline ¹³	no.	5	20	(75%)	21	(76%)
10	406-1	Grievances regarding discrimination received through our Confidential Ethics Hotline ¹³	no.	-	1	(100%)	2	(100%)
10	406-1	Confirmed incidents of discrimination ¹³	no.	-	-	0%	-	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.

This quarter, the number of cases recorded in our Confidential Channel was lower than in 3Q23 and 2Q24, due to the vacation period for our students. In addition, we continue to work hard to increase awareness around the Cogna Confidential Channel, encouraging the reporting of any situation related to discrimination, harassment, and deviations from the Code of Conduct.

Compliance*
SDGs	GRI	Disclosure	Unit	3Q2024	3Q2023	% HA	2Q2024	% 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%

* 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.

Customer data privacy
SDGs	GRI	Disclosure	Unit	3Q2024	3Q2023	% HA	2Q2024	% HA
16	418-1	External complaints substantiated by the organization	no.	4	4	0%	3	33%
		Complaints received from regulatory agencies or similar official bodies	no.	-	-	(100%)	-	0%
		Cases identified of leakage, theft, or loss of customer data	no.	-	-	0%	-	0%

We have added the reclassification of requests opened by the data subject internally on the Privacy Portal. In this way, it is possible, after analyzing the case, to identify and classify whether the request does in fact refer to the rights of data subjects under the LGPD.

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

CONFERENCE CALL INFORMATION

Vasta will discuss its third quarter 2024 results on November 7, 2024, 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

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 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.

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.

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).

FINANCIAL STATEMENTS

Consolidated Statements of Financial Position

Assets	September 30, 2024	December 31, 2023
Current assets
Cash and cash equivalents	96,162	95,864
Marketable securities	258,945	245,942
Trade receivables	477,125	697,512
Inventories	334,815	300,509
Taxes recoverable	20,122	19,041
Income tax and social contribution recoverable	13,477	16,841
Prepayments	84,801	71,870
Other receivables	1,528	2,085
Related parties – other receivables	10,520	7,157
Total current assets	1,297,495	1,456,821

Non-current assets
Judicial deposits	224,210	207,188
Deferred income tax and social contribution	253,834	205,453
Equity accounted investees	54,765	64,484
Other investments and interests in entities	9,879	9,879
Property, plant and equipment	155,406	151,492
Intangible assets and goodwill	5,205,092	5,307,563
Total non-current assets	5,903,186	5,946,059

Total Assets	7,200,681	7,402,880

Consolidated Statements of Financial Position (continued)

Liabilities	September 30, 2024	December 31, 2023
Current liabilities
Bonds	267,471	541,763
Suppliers	141,840	221,291
Reverse factoring	274,239	263,948
Lease liabilities	19,145	17,078
Income tax and social contribution payable	1,005	-
Salaries and social contributions	93,006	104,406
Taxes payable	5,778	7,821
Contractual obligations and deferred income	9,666	32,815
Accounts payable for business combination and acquisition of associates	209,934	216,728
Other liabilities	26,296	26,382
Other liabilities - related parties	24,174	15,060
Total current liabilities	1,072,554	1,447,292

Non-current liabilities
Bonds	497,222	250,000
Lease liabilities	92,809	79,579
Accounts payable for business combination and acquisition of associates	420,333	397,392
Provision for tax, civil and labor losses	731,637	697,990
Other liabilities	2,313	9,836
Total non-current liabilities	1,744,314	1,434,797

Total current and non-current liabilities	2,816,868	2,882,089

Shareholder's Equity
Share capital	4,820,815	4,820,815
Capital reserve	90,079	89,627
Treasury shares	(75,457)	(59,525)
Accumulated losses	(452,551)	(331,559)
Total Shareholder's Equity	4,382,886	4,519,358

Interest of non-controlling shareholders	927	1,433

Total Shareholder's Equity	4,383,813	4,520,791

Total Liabilities and Shareholder's Equity	7,200,681	7,402,880

Consolidated Income Statement

	July 01 to September 30, 2024	July 01 to September 30, 2023	September 30, 2024	September 30, 2023
Net revenue from sales and services	220,193	257,933	975,261	932,164
Sales	200,832	242,242	915,810	896,135
Services	19,361	15,691	59,451	36,029

Cost of goods sold and services	(81,184)	(101,161)	(352,034)	(375,464)

Gross profit	139,009	156,772	623,227	556,700

Operating income (expenses)	(191,923)	(195,379)	(623,425)	(590,570)
General and administrative expenses	(120,689)	(124,500)	(383,500)	(369,872)
Commercial expenses	(63,652)	(63,044)	(210,490)	(178,968)
Impairment losses on trade receivables	(7,845)	(15,369)	(31,199)	(26,777)
Other operating income	379	7,534	2,381	18,015
Other operating expenses	(116)	-	(617)	(32,968)

Share of loss equity-accounted investees	(2,691)	(2,878)	(9,719)	(5,532)

Loss before finance result and taxes	(55,605)	(41,485)	(9,917)	(39,402)

Finance result
Finance income	16,836	19,511	46,566	53,612
Finance costs	(71,483)	(74,966)	(205,267)	(233,536)

Loss before income tax and social contribution	(110,252)	(96,940)	(168,618)	(219,326)

Income tax and social contribution
Current	415	(4,762)	(1,375)	(2,299)
Deferred	32,697	39,591	48,624	78,679
	33,112	34,829	47,249	76,380

Loss for the period	(77,140)	(62,111)	(121,369)	(142,946)

Allocated to:
Controlling shareholders	(77,142)	(62,389)	(120,992)	(143,896)
Non-controlling shareholders	2	278	(377)	950

Consolidated Statement of Cash Flows

	September 30,
	2024	2023
CASH FLOWS FROM OPERATING ACTIVITIES
Loss before income tax and social contribution	(168,618)	(219,326)
Adjustments for:
Depreciation and amortization	217,857	205,948
Share of loss profit of equity-accounted investees	9,719	5,532
Impairment losses on trade receivables	31,199	26,777
Provision (reversal) for tax, civil and labor losses, net	222	(10,190)
Provision on accounts payable for business combination	-	23,562
Interest on provision for tax, civil and labor losses	34,607	41,313
Interest on bonds	72,781	91,361
Contractual obligations and right to returned goods	(18,480)	(38,080)
Interest on accounts payable for business combination and acquisition of associates	46,442	52,100
Interest on suppliers	32,331	26,196
Share-based payment expense	7,051	14,335
Interest on lease liabilities	8,467	10,144
Interest from financial investments and marketable securities	(19,924)	(31,065)
Cancellations of right-of-use contracts	(1,951)	(2,480)
Residual value of disposals of property and equipment and intangible assets	1,256	639
	252,959	196,766
Changes in
Trade receivables	189,188	150,983
Inventories	(34,306)	(59,186)
Prepayments	(12,931)	(27,551)
Taxes recoverable	1,151	(4,505)
Judicial deposits and escrow accounts	(16,938)	(7,025)
Other receivables	557	(1,072)
Related parties – other receivables	(3,363)	1,759
Suppliers	(101,491)	78,271
Salaries and social charges	(11,400)	8,556
Tax payable	(1,039)	969
Contractual obligations and deferred income	(4,669)	(14,236)
Other liabilities	(7,739)	(20,452)
Other liabilities - related parties	9,115	(54)
Cash from operating activities	259,094	303,223
Payment of interest on leases	(8,298)	(10,136)
Payment of interest on bonds	(95,478)	(118,901)
Payment of interest on business combinations	(3,145)	(8,096)
Income tax and social contribution paid	-	(944)
Payment of provision for tax, civil and labor losses	(1,265)	(1,247)
Net cash from operating activities	150,908	163,899
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of property and equipment	(13,309)	(18,247)
Additions of intangible assets	(76,075)	(61,425)
Acquisition of subsidiaries net of cash acquired	-	(3,212)
Proceeds from investment in marketable securities	(729,560)	(937,409)
Purchase of investment in marketable securities	736,481	1,087,724
Net cash used in investing activities	(82,463)	67,431
CASH FLOWS FROM FINANCING ACTIVITIES
Repurchase shares on treasury	(22,531)	(5,783)
Payments of loans from related parties	-	(50,885)
Lease liabilities paid	(14,093)	(22,541)
Payments of bonds	(500,000)	-
Issuance of securities with related parties	495,627	-
Payments of accounts payable for business combination	(27,150)	(91,129)
Net cash used in financing activities	(68,147)	(170,338)
NET DECREASE IN CASH AND CASH EQUIVALENTS	298	60,992
Cash and cash equivalents at beginning of period	95,864	45,765
Cash and cash equivalents at end of period	96,162	106,757
NET DECREASE IN CASH AND CASH EQUIVALENTS	298	60,992

Exhibit 99.2

VASTA Platform Limited

Unaudited Condensed Interim Consolidated Financial Statements

Nine-months period ended September 30, 2024

Vasta Platform Limited

Unaudited Condensed Interim Consolidated Financial Statements

Nine-months period ended September 30, 2024

CONTENT

Unaudited Condensed Interim Consolidated Financial Statements Nine-months period ended September 30, 2024		Page
Unaudited Condensed Interim Consolidated Statements of Financial Position as of September 30, 2024 and December 31, 2023		F-3
Unaudited Condensed Interim Consolidated Statements of profit or loss and other Comprehensive Profit or Loss for the nine-months period ended September 30, 2024 and 2023		F-5
Unaudited Condensed Interim Consolidated Statements of Changes in Equity for the nine-months period ended September 30, 2024 and 2023		F-6
Unaudited Condensed Interim Consolidated Statements of Cash Flows for the nine-months period ended September 30, 2024 and 2023		F-7
Notes to the Unaudited Condensed Interim Consolidated Statements		F-8

Vasta Platform Limited

Unaudited Condensed Interim Consolidated Financial Statements

Nine-months period ended September 30, 2024

Unaudited Condensed Interim Consolidated Statements of Financial Position as of September 30, 2024 and December 31, 2023

In thousands of R$, unless otherwise stated

Assets	Note		September 30, 2024		December 31, 2023
Current assets
Cash and cash equivalents		7		96,162		95,864
Marketable securities		8		258,945		245,942
Trade receivables		9		477,125		697,512
Inventories		10		334,815		300,509
Prepayments				84,801		71,870
Taxes recoverable				20,122		19,041
Income tax and social contribution recoverable				13,477		16,841
Other receivables				1,528		2,085
Other receivables - related parties		20		10,520		7,157
Total current assets				1,297,495		1,456,821

Non-current assets
Judicial deposits		21.c		224,210		207,188
Deferred income tax and social contribution		22.b		253,834		205,453
Equity accounted investees		11		54,765		64,484
Other investments and interests in entities				9,879		9,879
Property, plant and equipment		12		155,406		151,492
Intangible assets and goodwill		13		5,205,092		5,307,563
Total non-current assets				5,903,186		5,946,059

Total Assets				7,200,681		7,402,880

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

F-3

Vasta Platform Limited

Unaudited Condensed Interim Consolidated Financial Statements

Nine-months period ended September 30, 2024

Unaudited Condensed Interim Consolidated Statements of Financial Position as of September 30, 2024 and December 31, 2023

In thousands of R$, unless otherwise stated

Liabilities	Note		September 30, 2024			December 31, 2023
Current liabilities
Bonds		14		267,471			541,763
Suppliers		15		141,840			221,291
Reverse factoring		15		274,239			263,948
Lease liabilities		16		19,145			17,078
Income tax and social contribution payable				1,005			—
Taxes payable				5,778			7,821
Contractual obligations and deferred income		17		9,666			32,815
Accounts payable for business combination and acquisition of associates		18		209,934			216,728
Salaries and social contributions		19		93,006			104,406
Other liabilities				26,296			26,382
Other liabilities - related parties		20		24,174			15,060
Total current liabilities				1,072,554			1,447,292

Non-current liabilities
Bonds		14		497,222			250,000
Lease liabilities		16		92,809			79,579
Accounts payable for business combination and acquisition of associates		18		420,333			397,392
Provision for tax, civil and labor losses		21.a		731,637			697,990
Other liabilities				2,313			9,836
Total non-current liabilities				1,744,314			1,434,797

Total current and non-current liabilities				2,816,868			2,882,089

Shareholder's Equity
Share capital		23.1		4,820,815			4,820,815
Capital reserve		23.3		90,079			89,627
Treasury shares		23.4		(75,457	)		(59,525	)
Accumulated losses				(452,551	)		(331,559	)
				4,382,886			4,519,358

Interest of non-controlling shareholders				927			1,433

Total Shareholder's Equity				4,383,813			4,520,791

Total Liabilities and Shareholder's Equity				7,200,681			7,402,880

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

F-4

Vasta Platform Limited

Unaudited Condensed Interim Consolidated Financial Statements

Nine-months period ended September 30, 2024

Unaudited Condensed Interim Consolidated Statements of Profit or Loss and Other Comprehensive Profit or Loss for the nine-months period ended September 30, 2024 and 2023

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

	Note		July to September 30, 2024			July to September 30, 2023			September 30, 2024			September 30, 2023
Net revenue from sales and services		24		220,193			257,933			975,261			932,164
Sales				200,832			242,242			915,810			896,135
Services				19,361			15,691			59,451			36,029

Cost of goods sold and services		25		(81,184	)		(101,161	)		(352,034	)		(375,464	)

Gross profit				139,009			156,772			623,227			556,700

Operating income (expenses)				(191,923	)		(195,379	)		(623,425	)		(590,570	)
General and administrative expenses		25		(120,689	)		(124,500	)		(383,500	)		(369,872	)
Commercial expenses		25		(63,652	)		(63,044	)		(210,490	)		(178,968	)
Impairment losses on trade receivables		25		(7,845	)		(15,369	)		(31,199	)		(26,777	)
Other operating income		25		379			7,534			2,381			18,015
Other operating expenses		25		(116	)		—			(617	)		(32,968	)

Share of loss equity-accounted investees		11		(2,691	)		(2,878	)		(9,719	)		(5,532	)

Loss before finance result and taxes				(55,605	)		(41,485	)		(9,917	)		(39,402	)

Finance result
Finance income		26		16,836			19,511			46,566			53,612
Finance costs		26		(71,483	)		(74,966	)		(205,267	)		(233,536	)

Loss before income tax and social contribution				(110,252	)		(96,940	)		(168,618	)		(219,326	)

Income tax and social contribution
Current		22.a		415			(4,762	)		(1,375	)		(2,299	)
Deferred		22.a		32,697			39,591			48,624			78,679
				33,112			34,829			47,249			76,380

Loss for the period				(77,140	)		(62,111	)		(121,369	)		(142,946	)

Allocated to:
Controlling shareholders				(77,142	)		(62,389	)		(120,992	)		(143,896	)
Non-controlling shareholders				2			278			(377	)		950

Loss per share
Basic		23.2								(1.45	)		(1.71	)
Diluted		23.2								(1.45	)		(1.71	)

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

F-5

Vasta Platform Limited

Unaudited Condensed Interim Consolidated Financial Statements

Nine-months period ended September 30, 2024

Unaudited Condensed Interim Consolidated Statements of Changes in Equity for the nine-months period ended September 30, 2024 and 2023

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 losses			Total Shareholders' Equity			Non-controlling shareholders			Total Shareholders' Equity
Balance as of December 31, 2022		4,961,988		(141,173	)		46,245			34,286		(23,880	)		(247,787	)		4,629,679			—			4,629,679
Loss for the period		—					—			—					(143,896	)		(143,896	)		950			(142,946	)
Share based compensations granted and issued		—		—			14,335			—		—			—			14,335			—			14,335
Share based compensations vested		—		—			(3,644	)		—		3,644			—			—			—			—
(loss) gain on the sale of treasury shares							(1,227	)		—		1,227			—			—			—			—
Repurchase shares on treasury		—		—			—			—		(5,783	)		—			(5,783	)		—			(5,783	)
Non-controlling shareholders		—		—			—			—		—			—			—			1,633			1,633
Balance as of September 30, 2023		4,961,988		(141,173	)		55,709			34,286		(24,792	)		(391,683	)		4,494,335			2,583			4,496,918

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
Loss for the period		—		—			—			—		—			(120,992	)		(120,992	)		(377	)		(121,369	)
Share based compensations granted and issued		—		—			7,051			—		—			—			7,051			—			7,051
Share based compensations vested		—		—			(6,599	)		—		6,599			—			—			—			—
Repurchase shares on treasury (note 23.4)		—		—			—			—		(22,531	)		—			(22,531	)		—			(22,531	)
Non-controlling shareholders		—		—			—			—		—			—			—			(129	)		(129	)
Balance as of September 30, 2024		4,961,988		(141,173	)		55,793			34,286		(75,457	)		(452,551	)		4,382,886			927			4,383,813

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

F-6

Vasta Platform Limited

Unaudited Condensed Interim Consolidated

Financial Statements Nine-months period ended September 30, 2024

In thousands of R$, unless otherwise stated .

Unaudited Condensed Interim Consolidated Statements for the nine-months period ended September 30, 2024 and 2023

In thousands of R$ unless otherwise stated

			September 30,
	Notes		2024			2023
CASH FLOWS FROM OPERATING ACTIVITIES
Loss before income tax and social contribution				(168,618	)		(219,326	)
Adjustments for:
Depreciation and amortization		12 and 13		217,857			205,948
Share of loss profit of equity-accounted investees		11		9,719			5,532
Impairment losses on trade receivables		9		31,199			26,777
Provision (reversal) for tax, civil and labor losses, net		21.a		222			(10,190	)
Provision on accounts payable for business combination		25		—			23,562
Interest on provision for tax, civil and labor losses		21.a		34,607			41,313
Interest on bonds		14		72,781			91,361
Contractual obligations and right to returned goods				(18,480	)		(38,080	)
Interest on accounts payable for business combination and acquisition of associates		18		46,442			52,100
Interest on suppliers		26		32,331			26,196
Share-based payment expense				7,051			14,335
Interest on lease liabilities		16		8,467			10,144
Interest from financial investments and marketable securities		26		(19,924	)		(31,065	)
Cancellations of right-of-use contracts				(1,951	)		(2,480	)
Residual value of disposals of property and equipment and intangible assets		12 and 13		1,256			639
				252,959			196,766
Changes in
Trade receivables				189,188			150,983
Inventories				(34,306	)		(59,186	)
Prepayments				(12,931	)		(27,551	)
Taxes recoverable				1,151			(4,505	)
Judicial deposits and escrow accounts				(16,938	)		(7,025	)
Other receivables				557			(1,072	)
Related parties – other receivables				(3,363	)		1,759
Suppliers				(101,491	)		78,271
Salaries and social charges				(11,400	)		8,556
Tax payable				(1,039	)		969
Contractual obligations and deferred income				(4,669	)		(14,236	)
Other liabilities				(7,739	)		(20,452	)
Other liabilities - related parties				9,115			(54	)
Cash from operating activities				259,094			303,223
Payment of interest on leases		16		(8,298	)		(10,136	)
Payment of interest on bonds		14		(95,478	)		(118,901	)
Payment of interest on business combinations		18		(3,145	)		(8,096	)
Income tax and social contribution paid				—			(944	)
Payment of provision for tax, civil and labor losses		21.a		(1,265	)		(1,247	)
Net cash from operating activities				150,908			163,899
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of property and equipment		12		(13,309	)		(18,247	)
Additions of intangible assets		13		(76,075	)		(61,425	)
Acquisition of subsidiaries net of cash acquired				—			(3,212	)
Proceeds from investment in marketable securities				(729,560	)		(937,409	)
Purchase of investment in marketable securities				736,481			1,087,724
Net cash used in investing activities				(82,463	)		67,431
CASH FLOWS FROM FINANCING ACTIVITIES
Repurchase shares on treasury		23.4		(22,531	)		(5,783	)
Payments of loans from related parties				—			(50,885	)
Lease liabilities paid		16		(14,093	)		(22,541	)
Payments of bonds		14		(500,000	)		—
Issuance of securities with related parties		14		495,627			—
Payments of accounts payable for business combination		18		(27,150	)		(91,129	)
Net cash used in financing activities				(68,147	)		(170,338	)
NET DECREASE IN CASH AND CASH EQUIVALENTS				298			60,992
Cash and cash equivalents at beginning of period		7		95,864			45,765
Cash and cash equivalents at end of period		7		96,162			106,757
NET DECREASE IN CASH AND CASH EQUIVALENTS				298			60,992

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

F-7

Vasta Platform Limited

Unaudited Condensed Interim Consolidated

Financial Statements Nine-months period ended September 30, 2024

In thousands of R$, unless otherwise stated .

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 nine-month period ended September 30, 2024, 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, 2023 (‘last annual financial statements’). They do not include all the information required for a complete set of financial statements prepared in accordance with International Financial Reporting Standards (IFRS) 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 September 30, 2024 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)

Basis of consolidation and investments in other companies

	Interest
Company	September 30, 2024			December 31, 2023
Somos Sistemas de Ensino S.A. (“Somos Sistemas”)		100	%		100	%
A & R Comercio e Serviços de Informática Ltda. (“Pluri”)		100	%		100	%
Colégio Anglo São Paulo Ltda. (“Anglo São Paulo”)		100	%		100	%
Phidelis Tecnologia Desenvolvimento de Sistemas Ltda. (“Phidelis”)		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 November 05, 2024.

F-8

Vasta Platform Limited

Unaudited Condensed Interim Consolidated

Financial Statements Nine-months period ended September 30, 2024

In thousands of R$, unless otherwise stated .

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.

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, 2023. The accounting policies have been consistently applied to all consolidated companies. There are no new accounting policies that could be applicable since January 1, 2024, 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.

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.

F-9

Vasta Platform Limited

Unaudited Condensed Interim Consolidated

Financial Statements Nine-months period ended September 30, 2024

In thousands of R$, unless otherwise stated .

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.

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:

	September 30, 2024		December 31, 2023		Interest rate
Bonds
Private bonds – 9^th Issuance – series 2		253,323		263,722	CDI + 2.40% p.a.
Private bonds – 10^th Issuance – series 2		511,370		—	CDI + 1.35% p.a. and CDI + 1.60% p.a.
Bonds – 1^st Issuance – single		—		528,040	CDI + 2.30% p.a.
Lease liabilities		111,954		96,657	IPCA
Accounts payable for business combination and acquisition of associates		630,267		614,120	CDI
		1,506,914		1,502,539

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 financial instruments contracted.

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 (note 9).

F-10

Vasta Platform Limited

Unaudited Condensed Interim Consolidated

Financial Statements Nine-months period ended September 30, 2024

In thousands of R$, unless otherwise stated .

Liquidity risk

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.

Financial liabilities by maturity ranges

September 30, 2024	Less than one year		Between one and two years		Over two years		Total
Bonds (note 14)		267,471		273,222		224,000		764,693
Lease liabilities (note 16)		19,145		19,852		72,957		111,954
Accounts payable for business combination and acquisition of associates (note 18)		209,934		223,713		196,620		630,267
Suppliers (note 15)		141,840		—		—		141,840
Reverse factoring (note 15)		274,239		—		—		274,239
Other liabilities - related parties (note 20)		24,174		—		—		24,174
		936,803		516,787		493,577		1,947,167

The table below reflects the estimated interest rate based on CDI and IPCA for 12 months (11.05% p.a. and 4.42% p.a., respectively), in according to contractual rates on September 30, 2024. Amounts payable refer to principal and interest based on undiscounted contractual amounts and, therefore, do not reflect the financial position presented as of September 30, 2024:

September 30, 2024	Less than one year		Between one and two years		Over two years		Total
Bonds		297,019		303,405		248,746		849,170
Lease liabilities		19,992		20,730		76,185		116,907
Accounts payable for business combination and acquisition of associates		233,126		248,427		218,341		699,894
Suppliers		157,509		—		—		157,509
Reverse Factoring		304,535		—		—		304,535
Other liabilities - related parties		26,845		—		—		26,845
		1,039,026		572,562		543,272		2,154,860

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.

F-11

Vasta Platform Limited

Unaudited Condensed Interim Consolidated

Financial Statements Nine-months period ended September 30, 2024

In thousands of R$, unless otherwise stated .

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.

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.

	September 30, 2024		December 31, 2023
Net debt (i)		1,851,005		1,906,975
Total shareholder’' equity		4,383,813		4,520,791
Total capitalization (ii)		2,532,808		2,613,816
Gearing ratio - % - (iii)		73%		73%

(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 11.05% p.a. as per DI Interest Deposit rate (“CDI”), and 4.42% p.a. as per IPCA reference rates disclosed by B3 S.A. (Brazilian stock exchange). Two further scenarios are presented, respectively, a 15% interest rate drop in scenario I and 30% interest rate drop in scenario II, of the projected rates.

	Index - % per year		Balance as of September 30, 2024			Base scenario			Scenario I			Scenario II
Financial investments		107% of CDI		90,462			9,994			8,494			6,995
Marketable securities		99% of CDI		258,945			28,606			24,315			20,024
				349,407			38,600			32,809			27,019

Bonds		100% of CDI + 2,40%p.a. 1,35%p.a. and 1,60% p.a.		(764,693	)		(84,477	)		(71,806	)		(59,134	)
Lease liabilities		100% of IPCA		(111,954	)		(4,954	)		(4,211	)		(3,468	)
Accounts payable for business combination and acquisition of associates		100% of CDI		(630,267	)		(69,627	)		(59,183	)		(48,739	)
				(1,506,914	)		(159,058	)		(135,200	)		(111,341	)
Net exposure				(1,157,507	)		(120,458	)		(102,391	)		(84,322	)
Interest rate -% p.a. (CDI)		—		—			11.05	%		9.39	%		7.73	%
Interest rate -% p.a. (IPCA)		—		—			4.42	%		3.76	%		3.10	%

F-12

Vasta Platform Limited

Unaudited Condensed Interim Consolidated

Financial Statements Nine-months period ended September 30, 2024

In thousands of R$, unless otherwise stated .

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 approximate fair value.

	Level		September 30, 2024		December 31, 2023
Assets - Amortized cost
Cash and cash equivalents				96,162		95,864
Trade receivables				477,125		697,512
Other receivables				1,528		2,085
Other receivables - related parties				10,520		7,157
				585,335		802,618

Assets - Fair value through profit or loss
Marketable securities		1		258,945		245,942
Other investments and interests in entities		3		9,879		9,879
				268,824		255,821

Liabilities - Amortized cost
Bonds				764,693		791,763
Lease liabilities				111,954		96,657
Reverse factoring				274,239		263,948
Suppliers				141,840		221,291
Accounts payable for business combination and acquisition of associates				623,310		587,917
Other liabilities - related parties				24,174		15,060
				1,940,210		1,976,636
Liabilities - Fair value through profit or loss
Accounts payable for business combination and acquisition of associates (i)		3		6,957		26,203
				6,957		26,203

(i)

Refers to an earn-out remeasured based on economic activity of the acquired entity (post-closing price adjustments). Valuation techniques and significant unobservable inputs related to measurement are consistent with disclosures described in last annual financial statements.

Fair Value Measurements – Level 3

Reconciliation to the closing balances

The following table shows the changes during the period in measuring level 3 fair values:

Accounts payable for business combination- Level 3	December 31, 2023		Interest		Payment			September 30, 2024
Sociedade Educacional da Lagoa		17,920		153		(18,073	)		—
Phidelis		8,283		127		(1,453	)		6,957
		26,203		280		(19,526	)		6,957

F-13

Vasta Platform Limited

Unaudited Condensed Interim Consolidated

Financial Statements Nine-months period ended September 30, 2024

In thousands of R$, unless otherwise stated .

7. Cash and cash equivalents

Composition

The balance of this account comprises the following amounts:

	September 30, 2024		December 31, 2023
Cash		1		2
Bank account		5,699		3,407
Financial investments (i)		90,462		92,455
		96,162		95,864

(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 107% of the annual CDI rate on September 30, 2024 (104% on December 31, 2023). 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

Composition

		Credit Risk		September 30, 2024				December 31, 2023
Private investment fund		AAA			258,945				245,942

The average gross yield of private investments fund is based on 99% CDI on September 30, 2024 (102% CDI on December 31, 2023).

9. Trade receivables

The balance of this account comprises the following amounts:

Composition

	September 30, 2024			December 31, 2023
Trade receivables		554,806			771,392
Related parties (note 20)		12,533			18,137
(-) Impairment losses on trade receivables		(90,214	)		(92,017	)
		477,125			697,512

Maturities of trade receivables

	September 30, 2024			December 31, 2023
Not yet due		329,856			541,656
Past due
Up to 30 days		48,889			33,749
From 31 to 60 days		39,422			22,933
From 61 to 90 days		20,422			25,584
From 91 to 180 days		32,750			52,404
From 181 to 360 days		34,314			61,782
Over 360 days		49,153			33,284
Total past due		224,950			229,736
Related parties (note 20)		12,533			18,137
Impairment losses on trade receivables		(90,214	)		(92,017	)
		477,125			697,512

F-14

Vasta Platform Limited

Unaudited Condensed Interim Consolidated

Financial Statements Nine-months period ended September 30, 2024

In thousands of R$, unless otherwise stated .

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.

Changes on provision

	September 30, 2024			September 30, 2023
Opening balance		92,017			69,481
Additions		38,796			33,396
Reversals		(7,597	)		(6,619	)
Write offs		(33,002	)		(22,868	)
Closing balance		90,214			73,390

10. Inventories

The balance of this account comprises the following amounts:

Composition

	September 30, 2024		December 31, 2023
Finished products		224,431		218,600
Work in process		81,403		59,659
Raw materials		26,706		16,663
Right to returned goods (i)		2,275		5,587
		334,815		300,509

(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

Composition of investments

	Investment type	Interest %		Equity		Fair value		Goodwill		September 30, 2024
Educbank	Associate		43.1%		15,203		5,776		33,786		54,765
					15,203		5,776		33,786		54,765

	Investment type	Interest %		Equity		Fair value		Goodwill		December 31, 2023
Educbank	Associate		45%		24,026		6,672		33,786		64,484
					24,026		6,672		33,786		64,484

F-15

Vasta Platform Limited

Unaudited Condensed Interim Consolidated

Financial Statements Nine-months period ended September 30, 2024

In thousands of R$, unless otherwise stated .

Investments in associates

	Educbank
December 31, 2022		83,139
Share of loss equity-accounted investees		(5,532	)
September 30, 2023		77,607

December 31, 2023		64,484
Share of loss equity-accounted investees		(9,719	)
September 30, 2024		54,765

12. Property, plant and equipment

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

			September 30, 2024							December 31, 2023
	Weighted average depreciation rate		Cost		Accumulated depreciation			Net book value		Cost		Accumulated depreciation			Net book value

IT equipment		10%-33%		89,751		(78,465	)		11,286		83,461		(61,849	)		21,612
Furniture, equipment and fittings		10%-33%		56,431		(38,441	)		17,990		54,986		(32,739	)		22,247
Property, buildings and improvements		5%-20%		55,321		(44,260	)		11,061		54,372		(43,555	)		10,817
In progress		—		18,666		—			18,666		16,765		—			16,765
Right of use assets		12%		234,269		(137,909	)		96,360		178,940		(98,932	)		80,008
Land		—		43		—			43		43		—			43
Total				454,481		(299,075	)		155,406		388,567		(237,075	)		151,492

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, 2022		36,968			24,102			12,646			4,495			119,086			391		197,688
Additions		2,076			1,066			—			15,105			21,408			—		39,655
Business combination		—			613			183			—			—			—		796
Disposals		—			(93	)		(373	)		—			(13,683	)		—		(14,149	)
Depreciation		(13,459	)		(2,176	)		(4,277	)		—			(24,013	)		—		(43,925	)
Transfers		—			—			4,295			(4,295	)		—			—		—
As of September 30, 2023		25,585			23,512			12,474			15,305			102,798			391		180,065

As of December 31, 2023		21,612			22,247			10,817			16,765			80,008			43		151,492
Additions		7,095			1,604			2,707			1,903			42,195			—		55,504
Disposals		(840	)		(321	)		(84	)		(2	)		(11,023	)		—		(12,270	)
Depreciation		(16,649	)		(5,534	)		(2,317	)		—			(14,820	)		—		(39,320	)
Transfers		68			(6	)		(62	)		—			—			—		—
As of September 30, 2024		11,286			17,990			11,061			18,666			96,360			43		155,406

F-16

Vasta Platform Limited

Unaudited Condensed Interim Consolidated

Financial Statements Nine-months period ended September 30, 2024

In thousands of R$, unless otherwise stated .

13. Intangible Assets and Goodwill

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

			September 30, 2024							December 31, 2023
	Weighted average depreciation rate		Cost		Accumulated depreciation			Net book value		Cost		Accumulated depreciation			Net book value
Software		20%		354,750		(247,318	)		107,432		336,687		(221,986	)		114,701
Customer Portfolio		8%		1,198,556		(552,721	)		645,835		1,198,455		(475,803	)		722,652
Trademarks		5%		633,103		(160,507	)		472,596		633,154		(140,025	)		493,129
Trade Agreement		8%		243,113		(67,620	)		175,493		243,114		(49,049	)		194,065
Platform content production		33%		209,869		(155,695	)		54,174		178,033		(121,932	)		56,101
Other Intangible assets		33%		11,225		(4,950	)		6,275		11,236		(5,029	)		6,207
In progress		0%		29,424		—			29,424		6,845		—			6,845
Goodwill		0%		3,713,863		—			3,713,863		3,713,863		—			3,713,863
				6,393,903		(1,188,811	)		5,205,092		6,321,387		(1,013,824	)		5,307,563

F-17

Vasta Platform Limited

Unaudited Condensed Interim Consolidated

Financial Statements Nine-months period ended September 30, 2024

In thousands of R$, unless otherwise stated .

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, 2022		80,721			823,183			518,615			218,827			48,370			7,281			18,958			3,711,721		5,427,676
Additions		14,693			—			—			—			40,565			—			27,669			—		82,927
Additions through business combinations		—			1,844			1,823			—			—			—			—			1,176		4,843
Disposals		(172	)		—			—			—			—			—			—			—		(172	)
Amortization		(24,703	)		(76,653	)		(20,482	)		(18,572	)		(30,579	)		(2	)		—			—		(170,991	)
Transfers		41,642			—			—			—			—			—			(41,642	)		—		—
As of September 30, 2023		112,181			748,374			499,956			200,255			58,356			7,279			4,985			3,712,897		5,344,283

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		16,151			—			—			—			31,990			167			27,767			—		76,075
Disposals		—			—			—			—			—			(9	)		—			—		(9	)
Amortization		(28,608	)		(76,817	)		(20,533	)		(18,572	)		(33,917	)		(90	)		—			—		(178,537	)
Transfers		5,188			—			—			—			—			—			(5,188	)		—		—
As of September 30, 2024		107,432			645,835			472,596			175,493			54,174			6,275			29,424			3,713,863		5,205,092

F-18

Vasta Platform Limited

Unaudited Condensed Interim Consolidated

Financial Statements Nine-months period ended September 30, 2024

In thousands of R$, unless otherwise stated .

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, 2023.

There were no indications of impairment for nine-month periods ended September 30, 2024 and 2023.

14. Bonds

The balance of bonds comprises the following amounts:

	December 31, 2023		Additions (i)		Payment of interest			Payment			Interest accrued		Transaction cost of bonds		Transfers			September 30, 2024
Bonds with related parties (note 20)		13,904		—		(34,770	)		—			39,715		398		248,224			267,471
Bonds		527,859		—		(60,708	)		(500,000	)		32,018		650		181			—
Current liabilities		541,763		—		(95,478	)		(500,000	)		71,733		1,048		248,405			267,471
Bonds with related parties (note 20)		250,000		495,627		—			—			—		—		(248,405	)		497,222
Non-current liabilities		250,000		495,726		—			—			—		—		(248,405	)		497,222
Total		791,763		495,726		(95,478	)		(500,000	)		71,733		1,048		—			764,693

(i)

On September 21, 2024, the Company issued simple debentures not convertible into shares, comprised of two series, subject to remunerative interest of 100% of the CDI, plus a spread of 1.35% for the first series, and 1.60% for the second series, per year, in the total amount of R$500,000. The debentures aim to strengthen the Company's capital structure and lengthen the maturity profile of the debt, with the final payment term now set at 59 months.

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

Issuance	Payments	Payment			Interest
SEDU21 – 9th. SOMOS 2^nd. series	02/15/2024		—			(17,922	)
GAGL11 - Somos Sistemas	02/05/2024		—			(35,501	)
SEDU21 – 10th. SOMOS 1^nd. series	06/27/2024		(490,000	)		(24,573	)
GAGL11 - Somos Sistemas	08/02/2024		(10,000	)		(634	)
SEDU21 – 9th. SOMOS 2^nd. series	08/22/2024		—			(16,848	)
	Total		(500,000	)		(95,478	)

	December 31, 2022		Payment of interest			Payment (ii)			Interest accrued		Transaction cost of bonds		Transfers			September 30, 2023
Bonds with related parties		63,325		(40,984	)		(50,885	)		33,505		—		206			5,167
Bonds		30,454		(77,917	)		—			57,856		779		499,011			510,183
Current liabilities		93,779		(118,901	)		(50,885	)		91,361		779		499,217			515,350
Bonds with related parties		250,206		—			—			—		—		(206	)		250,000
Bonds		499,011		—			—			—		—		(499,011	)		—
Non-current liabilities		749,217		—			—			—		—		(499,217	)		250,000
Total		842,996		(118,901	)		(50,885	)		91,361		779		—			765,350

F-19

Vasta Platform Limited

Unaudited Condensed Interim Consolidated

Financial Statements Nine-months period ended September 30, 2024

In thousands of R$, unless otherwise stated .

Bonds’ description

See below the bonds outstanding on September 30, 2024:

Subscriber	Related parties	Related parties
Issuance	9th	10th
Series	2^nd Series	2^nd 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 + 1.50% p.a.
Principal amount (in millions of R$)	250	500

Bonds’ maturities

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

Maturity of installments	September 30, 2024		%		December 31, 2023		%
In up to one year		267,471		35.0		541,763		68.4
Total current liabilities		267,471		35.0		541,763		68.4

One to two years		273,222		35.7		250,000		31.6
Two to three years		—		0.0		—		—
Three years on		224,000		29.3		—		—
Total non-current liabilities		497,222		65.0		250,000		31.6

		764,693		100.0		791,763		100.0

Debt commitments

The maintenance of the contractual maturity of debentures at their original maturities is subject to financial covenants, which are being complied with. The main assumptions adopted in this calculation are described in the Financial Statements as of December 31, 2023. Additionally, the Company complied with all debt commitments in the exercise applicable on December 31, 2023.

15. Suppliers

The balance of this account comprises the following amounts:

Composition

	September 30, 2024		December 31, 2023
Local suppliers		117,101		188,814
Related parties (note 20)		10,813		11,247
Copyright		13,926		21,230
Suppliers		141,840		221,291

Reverse factoring (i)		274,239		263,948

(i)

As of September 30, 2024, the balance of reverse factoring was R$ 274,239 (R$ 263,948 as of December 31, 2023), and the discount rates of assignment operations carried out by our suppliers with financial institutions had a weighted average of 1.00% per month (as of December 31, 2023, the weighted average was 1.05% per month) and a maximum payment term of 360 days. The balance is initially recognized in net of the present value adjustment, which is subsequently recognized as a financial expense.

F-20

Vasta Platform Limited

Unaudited Condensed Interim Consolidated

Financial Statements Nine-months period ended September 30, 2024

In thousands of R$, unless otherwise stated .

16. Lease liabilities

The lease agreements have an average term of 12 years and weighted average rate of 9.58% p.a.

	September 30, 2024			September 30, 2023
Opening balance		96,657			140,563
Additions for new lease agreements		34,762			21,408
Renegotiation		7,433			—
Cancelled contracts		(12,974	)		(16,162	)
Interest		8,467			10,144
Payment of interest		(8,298	)		(10,136	)
Payment of principal		(14,093	)		(22,541	)
		111,954			123,276
Current liabilities		19,145			15,352
Non-current liabilities		92,809			107,924
		111,954			123,276

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 September 30, 2024 and September 30, 2023:

	September 30, 2024		September 30, 2023
Fixed payments		22,391		32,677
Payments related to short-term contracts and low value assets, variable price contracts (note 25)		14,915		18,613
		37,306		51,290

17. Contractual obligations and deferred income

	September 30, 2024		December 31, 2023
Refund liability (i)		8,942		32,613
Contract of exclusivity for processing payroll		9		202
Other contractual obligations		715		—
Current liabilities		9,666		32,815

(i)

Refers to the customer’s right to return goods. The Company business cycle is from October of the last year to September.

F-21

Vasta Platform Limited

Unaudited Condensed Interim Consolidated

Financial Statements Nine-months period ended September 30, 2024

In thousands of R$, unless otherwise stated .

18. Accounts payable for business combination and acquisition of associates

	September 30, 2024		December 31, 2023
Meritt		300		300
SEL		—		17,920
Redação Nota 1000		2,680		4,610
EMME		5,861		8,500
Editora De Gouges		614,469		570,027
Phidelis		6,957		12,763
		630,267		614,120

Current		209,934		216,728
Non-current		420,333		397,392
		630,267		614,120

The changes in the balance are as follows:

	September 30, 2024			September 30, 2023
Opening balance		614,120			625,277
Additions (i)		—			28,044
Cash payment		—			(4,100	)
Payments in installments		(27,150	)		(84,171	)
Interest payment		(3,145	)		(7,768	)
Interest adjustment		46,442			34,987
Remeasurement		—			(649	)
Closing balance		630,267			591,620

(i)

In 2023, composed of the purchase price of the company Start Anglo, in the amount of R$ 4,481, and the price adjustment in the acquisition of companies, in the amount of R$ 23,562 (as per note 25), as follows: (i) increase of R$33,190 in the purchase price of Mind Makers, due to the performance of the business, considering the number of students who used the products made available by the entity in April 2023, in accordance with the 4th contractual amendment, which defined the targets for the payment of earnout, and (ii) reduction of R$9,628 in the acquisition of the company Editora de Gouges (“Eleva”), as a result of the review of the net debt provided for in the shareholder’s agreement.

The maturity years of such balances as of September 30, 2024 are shown in the table below:

	September 30, 2024				December 31, 2023
Maturity of installments	Total		%		Total		%
In up to one year		209,934		27.7		216,728		35.3

One to two years		223,713		35.5		196,406		32.0
Two to three years		196,620		36.8		200,986		32.7
		420,333		72.3		397,392		64.7
		630,267		100.0		614,120		100.0

F-22

Vasta Platform Limited

Unaudited Condensed Interim Consolidated

Financial Statements Nine-months period ended September 30, 2024

In thousands of R$, unless otherwise stated .

19. Salaries and social contributions

	September 30, 2024		December 31, 2023
Salaries payable		17,697		28,108
Social contribution payable		19,075		25,327
Provision for vacation pay		38,651		22,379
Provision for profit sharing (i)		17,583		28,592
		93,006		104,406

(i)

The provision for profit sharing is based on qualitative and quantitative metrics determined by 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 measured on an arm’s length basis and 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:

	September 30, 2024
		Other receivables (i)	Trade receivables (note 9)	Indemnification asset (note 21c)	Other payments (ii)	Suppliers (note 15)	Bonds (note 14)
Cogna Educação S.A.		—	—	220,141	3,732	—	764,693
Editora Ática S.A.		6,035	3,343	—	18,658	5,421	—
Editora E Distribuidora Educacional S.A.		1,399	524	—	1,486	—	—
Editora Scipione S.A.		24	795	—	—	70	—
Maxiprint Editora Ltda.		3	3,291	—	—	—	—
Saber Serviços Educacionais S.A.		—	541	—	—	—	—
Saraiva Educação S.A.		2,820	1,874	—	262	4,536	—
SGE Comercio De Material Didatico Ltda.		—	—	—	—	658	—
Somos Idiomas S.A.		231	1,697	—	—	128	—
Anhanguera Educacional Participações S.A.		6	468	—	36	—	—
Others		2	—	—	—	—	—
		10,520	12,533	220,141	24,174	10,813	764,693

(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

F-23

Vasta Platform Limited

Unaudited Condensed Interim Consolidated

Financial Statements Nine-months period ended September 30, 2024

In thousands of R$, unless otherwise stated .

	December 31, 2023
		Other receivables	Trade receivables (note 9)	Indemnification asset (note 21c)	Other payments	Suppliers (note 15)	Bonds (note 14)
Cogna Educação S.A.		—	—	203,942	2,696	—	263,904
Editora Ática S.A.		4,424	6,536	—	12,334	6,286	—
Editora E Distribuidora Educacional S.A.		1,256	477	—	—	—	—
Editora Scipione S.A.		87	2,112	—	—	40	—
Maxiprint Editora Ltda.		1	4,659	—	—	—	—
Saraiva Educação S.A.		1,099	3,495	—	19	4,262	—
Somos Idiomas S.A.		146	2	—	—	—	—
Others		144	856	—	11	659	—
		7,157	18,137	203,942	15,060	11,247	263,904

F-24

Vasta Platform Limited

Unaudited Condensed Interim Consolidated

Financial Statements Nine-months period ended September 30, 2024

In thousands of R$, unless otherwise stated .

	September 30, 2024								September 30, 2023
Transactions held:	Revenues		Finance costs (note 14)		Cost Sharing		Sublease		Revenues		Finance costs (note 14)		Cost Sharing		Sublease

Cogna Educação S.A.		—		39,715		—		—		—		33,505		—		—
Editora Atica S.A.		12,674		—		42,161		6,287		8,127		—		26,963		6,926
Editora E Distribuidora Educacional SA.		496		—		—		—		665		—		—		—
Editora Scipione SA.		2,273		—		—		—		2,605		—		—		—
Maxiprint Editora Ltda.		14,927		—		—		—		6,213		—		—		—
Saraiva Educacao SA.		5,452		—		—		1,605		2,028		—		—		2,000
SSE Serviços Educacionais Ltda.		—		—		—		—		—		—		—		429
Others		84		—		—		—		938		—		—		—
		35,906		39,715		42,161		7,892		20,576		33,505		26,963		9,355

F-25

Vasta Platform Limited

Unaudited Condensed Interim Consolidated

Financial Statements Nine-months period ended September 30, 2024

In thousands of R$, unless otherwise stated .

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 three-months period from July 01 to September 30, 2024, key management compensation, including charges and variable compensation amounted to R$ 3,218 (R$ 4,967 on September 30, 2023). The Audit Committee and Board of Directors were established in July 2020.

The Key management personnel compensation expenses comprised the following:

	July 01, to September 30, 2024		July 01, to September 30, 2023
Short-term employee benefits		1,686		1,508
Share-based compensation plan		1,532		3,459
		3,218		4,967

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

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 contingences resulting from business combinations.

The contingent liabilities are composed as follows:

Composition

The changes in provision for the periods ended September 30, 2024 and September 30, 2023 were as follows:

	December 31, 2023		Additions			Reversals			Interest			Payments			September 30, 2024

Tax proceedings (i)		676,255		—			(918	)		33,726			—			709,063
Labor proceedings (ii)		21,615		1,766			(775	)		953			(1,156	)		22,403
Civil proceedings		120		367			(218	)		11			(109	)		171
Total		697,990		2,133			(1,911	)		34,690			(1,265	)		731,637

Finance costs (note 26)				—			—			(34,607	)
General and administrative expenses (note 25)				(2,130	)		1,908			—
Total				(2,130	)		1,908			(34,607	)

Indemnification asset - Former owner				(3	)		3			(83	)

Total				(2,133	)		1,911			(34,690	)

(i)

Primarily refers to income tax positions taken by Somos and the Company in connection with a corporate restructuring held by the predecessor in 2010, In 2018, given a tax assessment via an Infraction Notice received by the predecessor for certain periods opened for tax audit coupled with unfavorable case law on a similar tax case also reached in 2018, the Company reassessed this income tax position and recorded a liability, including interest and penalties.

F-26

Vasta Platform Limited

Unaudited Condensed Interim Consolidated

Financial Statements Nine-months period ended September 30, 2024

In thousands of R$, unless otherwise stated .

(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, 2022		Additions			Reversals			Interest			Payments			September 30, 2023

Tax proceedings		623,189		—			(1,199	)		37,716			—			659,706
Labor proceedings		27,567		4,195			(13,369	)		3,643			(1,244	)		20,792
Civil proceedings		496		106			(472	)		24			(3	)		151
Total		651,252		4,301			(15,040	)		41,383			(1,247	)		680,649

Finance costs				—			—			(41,313	)
General and administrative expenses				(4,299	)		14,489			—
Income tax and social contribution				—			28			—
Indemnification asset – Former owner				(2	)		523			(70	)
Total				(4,301	)		15,040			(41,383	)

Contingencies with possible losses

As of September 30, 2024, the Company was party to lawsuits classified as possible losses totaling R$ 55,685 (R$41,015 as of December 31, 2023), as shown below:

	September 30,2024		December 31, 2023
Taxes		6,704		5,413
Labor (i)		30,806		24,988
Civil		18,175		10,614
Total		55,685		41,015

(i)

The most relevant lawsuit involves a labor claim related to the payment of termination benefits and other labor charges amounting to R$19,951. The Company was included in the legal process by the Court, on the allegation that it was part of an Economic Group. There has never been any corporate, legal, or hierarchical relationship between the Company and the defendant.

Judicial Deposits

Judicial deposits and escrow accounts recorded as non-current assets are as follows:

	September 30, 2024		December 31, 2023
Tax proceedings		2,638		1,899
Indemnification asset -Former owner		1,431		1,347
Indemnification asset – Related parties (i)		220,141		203,942
		224,210		207,188

(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 up to the maximum amount of R$220,141 (R$ 203,942 on December 31, 2023). This asset is indexed to CDI (Certificates of Interbank Deposits).

F-27

Vasta Platform Limited

Unaudited Condensed Interim Consolidated

Financial Statements Nine-months period ended September 30, 2024

In thousands of R$, unless otherwise stated .

22. Current and Deferred Income Tax and Social Contribution

Reconciliation of income tax and social contribution

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

	July to September, 2024			July to September, 2023			September 30, 2024			September 30, 2023
Loss before income tax and social contribution for the period		(110,252	)		(96,940	)		(168,618	)		(219,326	)
Nominal statutory rate of income tax and social contribution		34%			34%			34%			34%
IRPJ and CSLL calculated at the nominal rates		37,486			32,960			57,330			74,571
Share of loss equity-accounted investees		993			(979	)		(1,396	)		(1,881	)
Permanent additions		(2,257	)		5,283			(1,270	)		8,816
Difference in presumed (loss) profit rate of subsidiary		(257	)		2,719			(1,241	)		—
Tax Contingencies IRPJ and CSLL		—			27			—			27
Impairment write-off on tax loss carryforward		(2,853	)		(5,181	)		(6,174	)		(5,153	)
Total IRPJ and CSLL		33,112			34,829			47,249			76,380
Current IRPJ and CSLL in the result		415			(4,762	)		(1,375	)		(2,299	)
Deferred IRPJ and CSLL in the result		32,697			39,591			48,624			78,679
		33,112			34,829			47,249			76,380
Effective tax rate		(30%	)		(36%	)		(28%	)		(35%	)

Deferred income tax and social contribution

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

	As of December 31, 2023			Effect on shareholder’s equity			Effect on profit and loss			As of September 30, 2024
Income tax/social contribution:
Income tax and social contribution losses carryforwards (ii)		594,361			(243	)		151,488			745,606
Non-deductible provisions		—			—			—			—
Impairment losses on trade receivables		28,012			—			(259	)		27,753
Provision for obsolete inventories		3,099			—			(2,778	)		321
Imputed interest on suppliers		(1,206	)		—			—			(1,206	)
Provision for risks of tax, civil and labor losses		(10,937	)		—			12,541			1,604
Refund liabilities and right to returned goods		8,421			—			(6,283	)		2,138
Right of use assets		31,301			—			4,760			36,061
Lease liabilities		(25,684	)		—			(5,167	)		(30,851	)
Fair value adjustments on business combination and goodwill amortization (i)		(470,342	)		—			(99,666	)		(570,008	)
Other temporary difference		48,428			—			(6012	)		42,416
Deferred Assets, net		205,453			(243	)		48,624			253,834

(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 8-year period beginning in 2027.

F-28

Vasta Platform Limited

Unaudited Condensed Interim Consolidated

Financial Statements Nine-months period ended September 30, 2024

In thousands of R$, unless otherwise stated .

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, we 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 September 30, 2024, which excludes a total of 3,478,159 treasury shares, totals 80,171,728 shares, in amount of R$ 4,820,815, of which 64,436,093 Class B shares are owned by the Cogna Group and 15,735,635 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 September 30, 2024, 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 31,2023		16,566,142			2,647,652			64,436,093		83,649,887
ILP exercised		246,908			—			—		246,908
Treasury shares		—			(246,908	)		—		(246,908	)
Treasury shares purchased		(1,077,415	)		1,077,415			—		—
September 30,2024		15,735,635			3,478,159			64,436,093		83,649,887

The Company’s shareholders on September 30, 2024 are as follows:

	In units
Company Shareholders	Class A	Class B	Total
Cogna Group	—	64,436,093	64,436,093
Free Float	15,735,635	—	15,735,635
Treasury shares (Note 23.4)	3,478,159	—	3,478,159
Total (%)	23%	77%	83,649,887

23.2. Loss per share

The basic loss per share is measured by dividing the result 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-29

Vasta Platform Limited

Unaudited Condensed Interim Consolidated

Financial Statements Nine-months period ended September 30, 2024

In thousands of R$, unless otherwise stated .

	September 30, 2024			September 30, 2023
Loss Attributable to Shareholder´s		(121,369	)		(142,946	)
Weighted average number of ordinary shares outstanding (thousands)		83,649			83,651
Total dilution effect		—			—
Basic loss per share - R$		(1.45	)		(1.71	)
Diluted loss per share - R$		(1.45	)		(1.71	)

23.3. Capital reserve

The Company as of September 30, 2024 had one share-based compensation plans, being:

Long Term Investment – (“ILP”) – Refers to two tranches granted being the first issued on July 23, 2020 and November 10, 2020. 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 September 30, 2024 was R$ 6,108, being R$ 6,196 in Shareholder’s the Equity and a debit of R$ 89 as labor charges in liabilities, due to share price fluctuation (R$ 17,635 being R$ 14,340 in Shareholder’s the Equity and a credit of R$ 3,295 as labor charges in liabilities for the period ended September 30, 2023).

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 September 30, 2024 was R$ 3,336, being R$ 2,681 in Shareholder’s the Equity and a credit of R$ 655 as labor charges in liabilities, due to share price fluctuation (R$ 2,383 being R$ 1,373 in Shareholder’s the Equity and a credit of R$ 1,008 as labor charges in liabilities for the period ended September 30, 2023).

23.4. Treasury Shares

In 2023 the Board of Directors has 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 started 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 the treasury shares on September 30, 2024 total R$75,457 (R$59,525 on December 31, 2023), corresponding to 3,478,159 treasury shares (2,647,652 on December 31,2023).

F-30

Vasta Platform Limited

Unaudited Condensed Interim Consolidated

Financial Statements Nine-months period ended September 30, 2024

In thousands of R$, unless otherwise stated .

24. Net Revenue from sales and Services

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

	July 01, to September 30, 2024		July 01, to September 30, 2023		September 30,2024		September 30,2023

Net revenue
Learning Systems		196,092		160,791		720,222		660,605
Textbooks		3,170		17,175		63,148		73,887
Complementary Solutions		6,612		4,235		59,650		64,886
Other products and services (i)		14,319		75,732		132,241		132,786
Total		220,193		257,933		975,261		932,164

Sales		200,832		242,242		915,810		896,135
Services		19,361		15,691		59,451		36,029
		220,193		257,933		975,261		932,164

(i)

Includes sales to public government customers, amounting to R$ 69,031 on September 30, 2024 (R$ 81,199 on September 30,2023).

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-31

Vasta Platform Limited

Unaudited Condensed Interim Consolidated

Financial Statements Nine-months period ended September 30, 2024

In thousands of R$, unless otherwise stated .

25. Costs and Expenses by Nature

	July 01, to September 30, 2024			July 01, to September 30, 2023			September 30, 2024			September 30, 2023
Raw materials and productions costs		(21,795	)		(43,501	)		(189,287	)		(196,116	)
Salaries and payroll charges		(68,373	)		(78,118	)		(229,369	)		(224,043	)
Depreciation and amortization		(76,605	)		(74,308	)		(217,857	)		(214,916	)
Advertising and publicity		(22,128	)		(21,211	)		(72,913	)		(65,633	)
Copyright		(11,538	)		(10,803	)		(53,508	)		(51,025	)
General and administrative expenses - others		(8,997	)		(7,282	)		(38,004	)		(27,713	)
Impairment losses on trade receivables		(7,845	)		(15,369	)		(31,199	)		(26,777	)
Editorial costs		(7,745	)		(7,852	)		(26,471	)		(37,474	)
Rent and condominium fees		611			(908	)		(14,915	)		(18,613	)
Travel		(11,203	)		(8,569	)		(26,302	)		(21,425	)
Consulting and advisory services		(6,308	)		(7,171	)		(21,254	)		(21,302	)
Third-party services		(11,063	)		(7,280	)		(25,806	)		(21,694	)
Utilities, cleaning and security		(3,027	)		(4,555	)		(9,732	)		(12,751	)
Provision for obsolete inventories		(18,044	)		(12,264	)		(22,624	)		(19,504	)
Taxes and contributions		(832	)		(485	)		(2,962	)		(872	)
Material		(898	)		(1,019	)		(2,690	)		(2,159	)
Other operating expenses		(116	)		—			(617	)		—
Other operating income		379			—			2,381			—
Income from lease and sublease agreements with related parties		2,184			3,130			7,892			9,355
(Reversal) provision for tax, civil and labor losses		236			1,025			(222	)		10,190
Provision in accounts payable for business combination (note 18)		—			—			—			(23,562	)
		(273,107	)		(296,540	)		(975,459	)		(966,034	)

Cost of sales and services		(81,184	)		(101,161	)		(352,034	)		(375,464	)
Commercial expenses		(63,652	)		(63,044	)		(210,490	)		(178,968	)
General and administrative expenses		(120,689	)		(124,500	)		(383,500	)		(369,872	)
Impairment losses on trade receivable		(7,845	)		(15,369	)		(31,199	)		(26,777	)
Other operating income		379			7,534			2,381			18,015
Other operating expenses		(116	)		—			(617	)		(32,968	)
		(273,107	)		(296,540	)		(975,459	)		(966,034	)

F-32

Vasta Platform Limited

Unaudited Condensed Interim Consolidated

Financial Statements Nine-months period ended September 30, 2024

In thousands of R$, unless otherwise stated .

26. Finance result

	July 01, to September 30,2024			July 01, to September 30,2023			September 30, 2024			September 30, 2023
Finance income
Income from financial investments and marketable securities (i)		7,780			11,432			19,924			31,065
Finance income from indemnification assets and contingencies (ii)		5,742			6,323			17,258			18,067
Other finance income		3,314			1,756			9,384			4,480
		16,836			19,511			46,566			53,612
Finance costs
Interest on bonds		(24,372	)		(30,507	)		(72,781	)		(91,361	)
Interest on account payables for business combinations		(15,970	)		(17,113	)		(46,442	)		(52,100	)
Interest on suppliers		(9,647	)		(11,016	)		(32,331	)		(26,196	)
Bank and collection fees		(304	)		(855	)		(1,462	)		(6,053	)
Interest on provision for tax, civil and labor losses		(11,904	)		(10,199	)		(34,607	)		(41,313	)
Interest on lease liabilities		(3,765	)		(3,884	)		(8,467	)		(10,144	)
Other finance costs		(5,521	)		(1,392	)		(9,177	)		(6,369	)
		(71,483	)		(74,966	)		(205,267	)		(233,536	)
Financial Result (net)		(54,647	)		(55,455	)		(158,701	)		(179,924	)

(i)

Refers to income from marketable securities indexed at CDI.

(ii)

Refers to finance income from indemnification asset in the amount of R$220,141 (presented in note 21.c), in connection with the acquisition of Somos (Vasta’s Predecessor) by Cogna Group (Vasta’s Parent Company).

27. Non-cash transactions

Non-cash transactions for the periods ended September 30, 2024 and September 30, 2023 are respectively:

(i)

Additions for new lease agreements and renegotiation in the amount of R$ 42,195 and R$21,408 (note 12).

(ii)

Disposals of contracts of right of use assets and lease liabilities in the amount of R$12,974 and R$16,162 (note 16).

(iii)

Accounts payable assumed in the acquisition of Start, during year 2023, in the amount of R$1,608.

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

Guilherme Melega

Chief Executive Officer

Cesar Augusto Silva

Chief Financial Officer

F-33

Vasta Platform Limited

Unaudited Condensed Interim Consolidated

Financial Statements Nine-months period ended September 30, 2024

In thousands of R$, unless otherwise stated .

Marcelo Vieira Werneck

Accountant - CRC: RJ – 091570/0-1

F-34

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