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 .

a. Financial risk factors

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

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

a. Market risk – cash flow interest rate risk

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

	September 30, 2024		December 31, 2023		Interest rate
Bonds
Private bonds – 9th Issuance – series 2		253,323		263,722	CDI + 2.40% p.a.
Private bonds – 10th Issuance – series 2		511,370		—	CDI + 1.35% p.a. and CDI + 1.60% p.a.
Bonds – 1st 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

b. Credit risk

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

c. 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

a. 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

a. 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

a. 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:

a. 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

b. 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. 

c. 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:

a. 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

a. 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 .

b. 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 2nd. series	02/15/2024		—			(17,922	)
GAGL11 - Somos Sistemas	02/05/2024		—			(35,501	)
SEDU21 – 10th. SOMOS 1nd. series	06/27/2024		(490,000	)		(24,573	)
GAGL11 - Somos Sistemas	08/02/2024		(10,000	)		(634	)
SEDU21 – 9th. SOMOS 2nd. 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 .

a. Bonds’ description

See below the bonds outstanding on September 30, 2024:  

Subscriber	Related parties	Related parties
Issuance	9th	10th
Series	2nd Series	2nd Series
Date of issuance	09/28/2022	06/21/2024
Maturity date	09/28/2025	05/15/2029
First payment after	36 months	59 months
Remuneration payment	Semi-annual interest	Semi-annual interest
Financials charges	CDI + 2.40% p.a.	CDI + 1.50% p.a.
Principal amount (in millions of R$)	250	500

b. 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

c. 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:

a. 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 .

a) Compensation of key management personnel

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

For the 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: 

a. 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	)

b. 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.

c. 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

a. 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%	)

b. 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:

a. 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).

b. Long Term Investment – (“ILP”) – Performance Shares Units (PSU) – On August, 2023, the Board of Directors has approved a new long-term incentive plan (ILP), based on meeting certain targets, with granting in 2023 and vesting in 2026, 2027 and 2028, that generated dilution of 1.75% in Vasta shares. The effect of events on share-based compensation in the Consolidated Statement of Profit or Loss for the period ended 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).

a. Seasonality

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

 F-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

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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

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