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 August 2023

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
(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

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):

Yes

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):

Yes

TABLE OF CONTENTS

ITEM
99.1.	Press release dated August 9, 2023 – Vasta Platform Limited announces today its financial and operating results for the second quarter of 2023.
99.2	Vasta Platform Limited Unaudited Condensed Interim Consolidated Financial Statements as of June 30, 2023, and for the six-month periods ended June 30, 2023 and 2022.

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: August 9, 2023

Exhibit 99.1

São Paulo, August 9, 2023 – Vasta Platform Limited (NASDAQ: VSTA) – “Vasta” or the “Company” announces today its financial and operating results for the second quarter of 2023 (2Q23) ended June 30, 2023. Financial results are expressed in Brazilian Reais and are presented in accordance with International Financial Reporting Standards (IFRS).

HIGHLIGHTS

Vasta’s accumulated subscription revenue during the 2023 cycle to date (from 4Q22 to 2Q23) totaled R$1,012 million, a 18.5% increase compared to the previous year (or 22.4%, excluding textbook subscription products (PAR)). In the second quarter, subscription revenue totaled R$211 million, a 21.5% increase compared to the previous year (or 24.5%, excluding PAR).

In the 2023 cycle to date (4Q22 and 2Q23) net revenue increased 21.7% to R$1,179 million, mostly due to the conversion of 2023 ACV into revenue. In the second quarter, net revenue totaled R$271 million, a 43% increase mostly due to the performance of the Non-subscription products and B2G.

Starting in 2023, Vasta started to offer its products and services to the Brazilian public sector (B2G). Our broad portfolio of core content solutions, digital platform, and complementary products together with customized learning solutions tested over decades by the private sector are now available to the K-12 public schools. In the second quarter of 2023 we generated R$40.5 million in revenues with the B2G sector.

In the 2023 cycle to date Adjusted EBITDA grew 19% reaching R$372 million. EBITDA margin remained stable compared to the same period in the previous year, with a slight decrease of 70 bps from 32.3% to 31.6% mainly due to higher inventory cost caused by rising inflation on paper and production cost and a provision for doubtful accounts (PDA) made in the 4Q22 in connection with a large retailer that entered into bankruptcy proceeding in Brazil. Those increases were offset by operating efficiency gains, cost savings and better mix due to subscription products growth.

Adjusted Net Profit in the 2023 cycle to date totaled R$66 million, a 6% increase compared to Adjusted Net Profit of R$62 million for the 2022 cycle.

In the 2023 cycle to date, Free cash flow (FCF) totaled R$87 million, a 132% increase from R$37 million in the 2022 cycle. In 2Q23 FCF totaled R$94 million, a 8.4% decrease from R$103 million in 2Q22. The last twelve-month (LTM) FCF/Adjusted EBITDA conversion rate improved from 11% (3Q21-2Q22) to 26% (3Q22-2Q23) as a result of company growth and constant efficiency pursuance.

Start-Anglo had the first contracts signed. Start-Anglo marked our entrance in the bilingual franchise business, responding to an increasingly strong demand of families and students for academic excellence (powered by Anglo content), bilingual education, and innovation. We expect the first operations to be launched in 2024.

MESSAGE FROM MANAGEMENT

As we approach the end of the current cycle, our accumulated subscription revenue during the 2023 cycle to date has reached R$1,012 million, representing a 18.5% increase compared to the previous year (or 22.4% when excluding PAR). This growth is aligned with the 20% growth projected by our 2023 ACV, indicating that Vasta has truly evolved into a robust platform with consistent and recurring revenue.

Moreover, in the 2023 cycle to date (from 4Q22 to 2Q23), our net revenue grown by 22%, to R$1,179 million. Notably, our Complementary Solutions segment continues to stand out as the highest growth rate among our business segments, with a 45% increase in the current cycle compared to the same period in the previous year.

In 2023, Vasta made a significant stride by extending its product and service offerings to the Brazilian public sector (B2G). Our diverse portfolio, which includes core content solutions, a digital platform, and complementary products, along with proven custom learning solutions previously tested in the private sector, are now accessible to K-12 public schools.

During the second quarter of 2023, we generated R$40.5 million in revenue from the B2G sector. This expansion into the public sector marks a momentous opportunity for Vasta, allowing us to contribute to the advancement of education in Brazil while creating new revenue streams.

We are excited about the possibilities this development presents and are committed to delivering high-quality educational solutions that meet the unique needs of the public sector. By leveraging our expertise and innovative resources, we aim to make a positive impact on the education landscape and further strengthen Vasta's position as a prominent player in the market.

In the 2023 cycle to date, our Adjusted EBITDA grew by 19%, reaching R$372 million. The EBITDA margin remained stable compared to the same period in the previous year, with a slight decline from 32.3% to 31.6%. This decrease can be attributed mainly to provisions for doubtful accounts (PDA) made in 4Q22, in connection with a large retailer that entered bankruptcy proceedings in Brazil and higher inventory costs due to rising inflation on paper and production costs. Despite these challenges, we were able to offset these increases through gains in operating efficiency, cost savings, and an improved product mix driven by the growth of our subscription products.

Our cash flow generation continues to normalize. In the 2023 cycle to date, our free cash flow reached R$87 million, a 132% increase from the R$37 million recorded in the 2022 cycle. It is worth noting that our last twelve-month (LTM) free cash flow to Adjusted EBITDA conversion rate has risen from 11% (3Q21-2Q22) to 26% (3Q22-2Q23). This notable progress is a direct outcome of our company's growth and unwavering commitment to operational efficiency.

In relation to the bottom line, Adjusted Net Profit in the 2023 cycle to date totaled R$66 million, an increase of 6% compared to the same period in the 2022 cycle. We remain focused on optimizing our operations and pursuing strategic opportunities to enhance our financial performance. Our commitment to delivering value to our customers and shareholders remains unwavering.

With the launch of Start-Anglo, representing our entry into the bilingual franchise business, we look forward to meeting the growing demand of families and students for academic excellence, bilingual education, and innovation, powered by Anglo's renowned content. The first contracts have already been signed and we are preparing to launch its first operations, scheduled to take place in 2024. Through Start-Anglo, we aim to deliver exceptional educational experiences, providing access to high-quality bilingual education and innovative teaching methodologies that will benefit students and their families. This strategic expansion aligns with our commitment to offering diverse and impactful educational solutions, and we believe that Start-Anglo will contribute significantly to our mission of enriching learning journeys and promoting educational advancement.

OPERATING PERFORMANCE

Student base – subscription models

	2023	2022	% Y/Y	2021	% Y/Y
Partner schools - Core content	5,032	5,274	(4.6%)	4,508	17.0%
Partner schools – Complementary solutions	1,383	1,304	6.1%	1,114	17.1%
Students - Core content	1,539,024	1,589,224	(3.2%)	1,335,152	19.0%
Students - Complementary content	453,552	372,559	21.7%	307,941	21.0%

Note: Students enrolled in partner schools

In the 2023 cycle, Vasta served nearly 1.5 million students with core content solutions. Aligned with the company´s strategy to focus on improving our client base in 2023 through a more diversified mix of schools and growth in premium education systems (Anglo, PH and Fibonacci), brands with a 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 and PAR (paper-based), which have higher number of students on average, and a lower margin. Average ticket price of schools that remain in our client base in 2023 is 11% higher than that of schools that are no longer our clients.

Our partners school base that uses our complementary solutions increased by 79 new schools, growing 6% in the number of students served compared to the previous cycle.

FINANCIAL PERFORMANCE

Net revenue

Values in R$ ‘000	2Q23	2Q22	% Y/Y	2023 cycle	2022 cycle	% Y/Y
Subscription	211,154	173,818	21.5%	1,012,315	854,442	18.5%
Subscription ex-PAR	207,636	166,815	24.5%	910,863	744,412	22.4%
Traditional learning systems	203,157	164,075	23.8%	757,300	638,374	18.6%
Complementary solutions	4,479	2,740	63.5%	153,563	106,038	44.8%
PAR	3,517	7,003	(49.8%)	101,451	110,030	(7.8%)
Non-subscription	19,790	16,137	22.6%	126,483	114,354	10.6%
B2G	40,453	-	n.m.	40,453	-	n.m.
Total net revenue	271,396	189,956	42.9%	1,179,250	968,796	21.7%

% ACV	17.2%	17.4%	(0.2 p.p.)	82.3%	83.4%	(1.1 p.p.)
% Subscription	77.8%	91.5%	(13.7 p.p.)	85.8%	88.2%	(2.4 p.p.)

Note: n.m.: not meaningful

In the 2023 cycle to date, net revenue increased 21.7% to R$1,179 million, mostly due to the conversion of 2023 ACV into revenue. In the second quarter, net revenue totaled R$271 million, a 42.9% increase. In the second quarter of 2023 we generated R$40 million in revenues with the B2G sector.

Vasta’s accumulated subscription revenue during the 2023 cycle to date (from 4Q22 to 2Q22) totaled R$1,012 million, a 18.5% increase compared to the previous year (or 22.4%, excluding PAR). In the second quarter, subscription revenue increased 21.5% (or 24.5%, excluding PAR). As we approach the end of the 2023 cycle (3Q23), we expect subscription revenue growth to converge to 20% implied by our 2023 ACV guidance.

EBITDA

Values in R$ ‘000	2Q23	2Q22	% Y/Y	2023 cycle	2022 cycle	% Y/Y
Net revenue	271,396	189,956	42.9%	1,179,250	968,796	21.7%
Cost of goods sold and services	(119,177)	(79,966)	49.0%	(446,380)	(345,121)	29.3%
General and administrative expenses	(118,091)	(127,139)	(7.1%)	(365,260)	(379,298)	(3.7%)
Commercial expenses	(64,863)	(46,988)	38.0%	(166,129)	(140,321)	18.4%
Other operating (expenses) income	(23,481)	707	(3421.2%)	(24,408)	4,993	(588.8%)
Share of loss equity-accounted investees	(2,126)	-	0.0%	(5,016)	-	0.0%
Impairment losses on trade receivables	(1,028)	(3,543)	(71.0%)	(40,181)	(23,167)	73.4%
Profit before financial income and taxes	(57,370)	(66,973)	(14.3%)	131,876	85,883	53.6%
(+) Depreciation and amortization	66,532	67,606	(1.6%)	205,204	193,557	6.0%
EBITDA	9,162	633	1347.4%	337,080	279,440	20.6%
EBITDA Margin	3.4%	0.3%	3.0 p.p.	28.6%	28.8%	(0.3 p.p.)
(+) Layoff related to internal restructuring	87	387	(77.5%)	1,182	11,257	(89.5%)
(+) Share-based compensation plan	7,841	10,181	(23.0%)	10,614	22,204	(52.2%)
(+) M&A adjusting expenses	23,562	-	0.0%	23,562	-	0.0%
Adjusted EBITDA	40,653	11,201	262.9%	372,439	312,901	19.0%
Adjusted EBITDA Margin	15.0%	5.9%	9.1 p.p.	31.6%	32.3%	(0.7 p.p.)

Note: n.m.: not meaningful

In the 2023 cycle to date Adjusted EBITDA grew 19% to R$372 million. EBITDA margin remained stable compared to the same period in the previous year, with a slight decrease from 32.3% to 31.6% mainly due to provision for doubtful accounts (PDA) made in 4Q22, in connection with a large retailer that entered bankruptcy proceedings in Brazil and higher inventory cost caused by rising inflation on paper and production cost. Those increases were offset by gains in operating efficiency, cost savings and better mix due to subscription products growth.

In 2Q22, Vasta acquired a 45% minority stake in Educbank Gestão de Pagamentos Educacionais S.A. (“Educbank”), which registered a loss in equity-accounted investees in the amount of R$5.0 million in the 2023 cycle to date, mainly due to the performance of our equity-accounted investee in its early stage of operation.

The M&A adjusting expenses were impacted by the one-off effect of a price adjustment calculation based on earn-outs and net debt.

(%) Net Revenue	2Q23	2Q22	Y/Y (p.p.)	2023 cycle	2022 cycle	Y/Y (p.p.)
Gross margin	56.1%	57.9%	(1.8 p.p.)	62.1%	64.4%	(2.2 p.p.)
Adjusted cash G&A expenses⁽¹⁾	(16.8%)	(25.4%)	8.6 p.p.	(13.1%)	(15.2%)	2.1 p.p.
Commercial expenses	(23.9%)	(24.7%)	0.8 p.p.	(14.1%)	(14.5%)	0.4 p.p.
Impairment on trade receivables	(0.4%)	(1.9%)	1.5 p.p.	(3.4%)	(2.4%)	(1.0 p.p.)
Adjusted EBITDA margin	15.0%	5.9%	9.1 p.p.	31.6%	32.3%	(0.7 p.p.)

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

In proportion to net revenue, gross margin dropped 220 bps in the cycle to date (from 64.4% to 62.1%) mainly due to higher inventory cost caused by rising inflation on paper and production costs while Adjusted cash G&A expenses and Commercial expenses reduced by 210 bps and 40 bps respectively, due to gains in operating efficiency, workforce optimization, cost savings and a sales mix that benefited from the growth of subscription products.

Reported provisions for doubtful accounts (PDA) grew 100 bps between the compared commercial cycles. This increase in PDA was due to the provisioning of 100% of accounts receivable from a large Brazilian retail company undergoing bankruptcy proceedings, in the amount of R$15.0 million in the 4Q22 which amount was revised down by R$5.9 million in 2Q23. Excluding this factor, the participation of PDA in relation to Vasta's Net Revenue remained stable (2.6% in the 2023 commercial cycle to date compared to 2.4% in 2022 commercial cycle to date).

Finance Results

Values in R$ ‘000	2Q23	2Q22	% Y/Y	2023 cycle	2022 cycle	% Y/Y
Finance income	17,470	21,896	(20.2%)	66,320	51,012	30.0%
Finance costs	(82,754)	(69,902)	18.4%	(232,603)	(178,874)	30.0%
Total	(65,284)	(48,006)	36.0%	(166,283)	(127,862)	30.0%

In the second quarter of 2023, finance income totaled R$17 million, compared to R$22 million in 2Q22, representing a decrease of 20.2%. This decrease was mostly attributed to lower position in relation to marketable securities resulting from the partial amortization of the debt arising from our business combination. During the 2023 cycle to date, finance income has increased by 30% to R$66 million, mainly due to the impact of higher interest rates on financial investments and marketable securities. Additionally, finance income in the 2023 cycle to date includes a gain of R$10 million recorded in 4Q22, resulting from the reversal of tax contingencies interest.

Finance costs increased by 18.4% (quarter-on-quarter) in 2Q23, amounting to R$82.7 million. In the 2023 cycle to date, finance costs have risen by 30% to reach R$232.6 million. This increase is driven by higher interest rates applicable to bonds and financings, accounts payable on business combinations, and provisions for tax, civil, and labor losses.

Net profit (loss)

Values in R$ ‘000	2Q23	2Q22	% Y/Y	2023 cycle	2022 cycle	% Y/Y
Net (loss) profit	(78,611)	(74,661)	5.3%	(4,943)	(34,690)	(85.8%)
(+) Layoffs related to internal restructuring	87	387	(77.5%)	1,182	11,257	(89.5%)
(+) Share-based compensation plan	7,841	10,181	(23.0%)	10,614	22,204	(52.2%)
(+) Amortization of intangible assets⁽¹⁾	39,072	38,778	0.8%	117,373	113,427	3.5%
(-) Income tax contingencies reversal	-	-	0.0%	(29,715)	-	0.0%
(+) M&A adjusting expenses	23,562	-	0.0%	23,562	-	0.0%
(-) Tax shield⁽²⁾	(23,991)	(16,778)	43.0%	(51,929)	(49,942)	4.0%
Adjusted net (loss) profit	(32,040)	(42,093)	(23.9%)	66,145	62,256	6.2%
Adjusted net margin	(11.8%)	(22.2%)	10.4 p.p.	5.6%	6.4%	(0.8 p.p.)

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

In the second quarter of 2023, adjusted net loss totaled R$32 million, a 24% increase compared to adjusted net loss of R$42 million in 2Q22. As for the 2023 cycle to date, adjusted net profit totaled R$66 million, reflecting a 6% increase from an adjusted net profit of R$62 million in the 2022 cycle.

The gain related to the reversal of tax contingencies was recorded in 4Q22 impacting corporate tax and finance results. On the other hand, the M&A adjusting expenses occurred in 2Q23 was adjusted as it relates to a one-off effect of a price adjustment calculation based on earn-outs and net debt.

Accounts receivable and PDA

Values in R$ ‘000	2Q23	2Q22	% Y/Y	1Q23	% Q/Q
Gross accounts receivable	632,151	477,282	32.4%	784,681	(19.4%)
Provision for doubtful accounts (PDA)	(64,870)	(50,098)	29.5%	(72,253)	(10.2%)
Coverage index	10.3%	10.5%	(0.2 p.p.)	9.2%	1.1 p.p.
Net accounts receivable	567,281	427,184	32.8%	712,428	(20.4%)
Average days of accounts receivable⁽¹⁾	149	140	9	199	(50)

(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 149 days in the 2Q23 which represents 50 days lower than the first quarter of 2023 and 9 days higher than the second quarter of the previous year.

Free cash flow

Values in R$ ‘000	2Q23	2Q22	% Y/Y	2023 cycle	2022 cycle	% Y/Y
Cash from operating activities⁽¹⁾	127,546	146,466	(12.9%)	228,457	185,948	22.9%
(-) Income tax and social contribution paid	(334)	(966)	(65.4%)	(5,082)	(1,489)	241.3%
(-) Payment of provision for tax, civil and labor losses	(549)	(1,180)	(53.5%)	(794)	(1,473)	(46.1%)
(-) Interest lease liabilities paid	(3,418)	(3,408)	0.3%	(11,214)	(10,286)	9.0%
(-) Acquisition of property, plant, and equipment	(4,092)	(13,793)	(70.3%)	(19,889)	(59,686)	(66.7%)
(-) Additions of intangible assets	(21,376)	(16,211)	31.9%	(83,783)	(55,042)	52.2%
(-) Lease liabilities paid	(3,584)	(8,073)	(55.6%)	(20,512)	(20,417)	0.5%
Free cash flow (FCF)	94,193	102,835	(8.4%)	87,184	37,557	132.1%
FCF/Adjusted EBITDA	231.7%	918.1%	(686 p.p.)	23.4%	12.0%	11.4 p.p.
LTM FCF/Adjusted EBITDA	26.4%	10.9%	15.4 p.p.	26.4%	10.9%	15.4 p.p.

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

In the 2023 cycle to date, FCF totaled R$87 million an 132% increase from R$37 million in the 2022 cycle. In 2Q23 Free cash flow (FCF) totaled R$94 million, a 8.4% decrease from R$103 million in 2Q22. The last twelve-month (LTM) FCF/Adjusted EBITDA conversion rate improved from 11% (3Q21-2Q22) to 26% (3Q22-2Q23).

Financial leverage

Values in R$ ‘000	2Q23	1Q23	4Q22	3Q22	2Q22
Financial debt	846,443	815,927	842,996	811,612	844,778
Accounts payable from business combinations	591,620	599,713	625,277	647,466	585,503
Total debt	1,438,063	1,415,640	1,468,273	1,459,078	1,430,281
Cash and cash equivalents	38,268	42,680	45,765	44,343	147,762
Marketable securities	385,002	331,110	380,516	433,803	417,770
Net debt	1,014,793	1,041,850	1,041,992	980,932	864,749
Net debt/LTM adjusted EBITDA⁽¹⁾	2.57	2.85	2.78	2.92	3.04

(1) LTM adjusted EBITDA includes Eleva. Eleva’s LTM adjusted EBITDA prior to November 2021 may not reflect Vasta’s accounting standards.

As of the end of 2Q23, Vasta recorded net debt in the amount of R$1,015 million, a reduction of R$27 million to the net debt position of 1Q23. The positive cash flow generated in the period helped surpass the negative impacts of interest rates. The net debt/LTM adjusted EBITDA of 2.57x as of 2Q23 is 0.28x lower than 1Q23 and 0.47x lower than 2Q22.

In comparison to 2Q22, the net debt position increased by R$150 million, due to the impact of higher interest rates and investments made in the minority-stake acquisitions of Educbank (in July 2022) both of which were partially offset our positive cash flow generated in the period.

ESG

Since 2Q22, Vasta reports updates about its ESG standards, including a panel of key ESG indicators, in line with the topics identified in the materiality process. Annual consolidated data is available in Vasta's Sustainability Report, which can be found here.

Check below the main highlights of ESG in the second quarter of 2023.

Educator Grade 10 Award

In 2023, the SOMOS Institute took on the organization of the Educator Grade 10 Award, which is the largest and most important in Basic Education in Brazil. In its 25th edition, the Award recognizes and values teachers and school administrators from Early Childhood Education to High School in both public and private schools across the country. With the Somos Institute's participation, the award incorporates a perspective on the United Nations' Sustainable Development Goals.

Key Indicators

ENVIRONMENT

SDGs	GRI	Water withdrawn by source² (m³)	Unit	2Q22	1Q23	2Q23
3, 11 and 12	303-3	Total water withdrawal	m³	2,861	2,866	4,654
		Municipal water supply	%	93%	67%	100%
		Groundwater	%	7%	33%	0%
SDGs	GRI	Internal energy consumption	Unit	2Q22	1Q23	2Q23
12 and 13	302-1	Total energy consumed	GJ	1,348	3,087	2.909
12 and 13	302-1	Percentage of energy from renewable sources³	%	97%	68%	62%

The decrease in groundwater consumption is related to the closure of the well at our Distribution Center, located in São José dos Campos. This was motivated by a possible contamination from a neighboring property that previously housed a factory. Concurrently, due to migration, there was a delay in meter readings, and as a result, the consumption figure for the quarter will need adjustment in the 3Q2023 report.

During this period, construction began on the Anglo Paulista unit, which will be the new location for the Anglo Course starting in the second semester. The building features modern facilities and offers increased mobility for students. Due to the transfer, both units, Anglo Tamandaré and Anglo Paulista, were considered for reporting water indicators during the quarter.

SOCIAL

SDGs	GRI	Diversity in the work force by functional category	Unit	2Q22	1Q23	2Q23
5	405-1	C-level - Women	% of people	20%	40%	40%
		C-level - Men	% of people	80%	60%	60%
		Total - C-level⁴	No. of people	5	5	5
		Leaders - Women (≥ management level)	% of people	47%	45%	47%
		Leaders - Men (≥ management level)	% of people	53%	55%	53%
		Total - Leaders (≥ management level)⁵	No. of people	131	138	139
		Academic faculty - Women	% of people	31%	21%	18%
		Academic faculty - Men	% of people	69%	79%	82%
		Total - Academic faculty⁶	No. of people	100	85	82
		Coordinators and Administrative - Women	% of people	57%	56%	56%
		Coordinators and Administrative - Men	% of people	43%	44%	44%
		Total - Coordinators and Administrative⁷	No. of people	1,521	1.476	1,524
		Total - Women	% of people	54%	53%	53%
		Total - Men	% of people	46%	47%	47%
		Total - Employees	No. of people	1,757	1.704	1.752
SDGs	GRI	Indirect economic impact	Unit	2Q22	1Q23	2Q23
4, 10	-	Scholarship holders in Somos Futuro program	nº	371	247	236
SDGs	GRI	Occupational Health and Safety	Unit	2Q22	1Q23	2Q23
30	403-5, 403-9	% of units covered by the Environmental Risk Prevention Program	%	100%	100%	100%
		Total employees trained in health and safety⁸	No. of people	110	543	729
		Average number of hours training in health and safety per participant⁹	No.	4.4	1,6	1,3
		Injury frequency	rate	3.75	3,17	1,88
		Employees - High-consequence injuries	No.	ND	ND	0
		Employees - Recordable injuries rate¹²	rate	0.94	1,06	0,94
		Employees - Fatality rate¹³	rate	0.00	0,00	0,00

Diversity

As of the end of the second quarter of 2023, our total headcount was 1,752. In terms of gender diversity, 47% of leadership positions (management and above) are held by women. Women account for 18% of academic staff. We are committed to increasing diversity in our workforce. One of the initiatives is SOMOS Afro, a program of internships exclusively aimed at black people, a talent development initiative that continued throughout the first quarter.

Indirect Economic Impact

We continued the Somos Futuro Program, an initiative aimed at accelerating the education of public-school students. In the first quarter, 236 young people enrolled in the high school program, which in addition to the scholarship offered by the school includes didactic and supplementary material, online tutoring, mentoring, and access to the program's entire support network, which includes psychological counseling. This action is carried out through our social arm, SOMOS Institute.

Health and Safety

Vasta has a health and safety management system (SST) that nurtures a safe and healthy environment for all employees, preventing accidents and occupational diseases. In the last week of May 2023, the 1st Mega Occupational Accident Prevention Week (SIPAT) was held, bringing together all Company units in an integrated online event broadcasted live. Professionals from different areas presented content on health and safety, including Safety/ESG Policy and the 3Ps (pause, process, proceed), accidents during commutes, safety tips for traffic, identifying and preventing harassment and other forms of violence, mental health in the technological context, and actions to take during emergencies.

GOVERNANCE

SDGs	GRI	Ethical behavior	Unit	2Q22	3Q22	4Q22	1Q23	2Q23
8, 16	205-1, 205-2, 205-3	Employees trained in anti-corruption policies and procedures	% of people	100%	100%	100%	100%	100%
		Operations submitted to corruption-related risk assessment	% of operations	100%	100%	100%	100%	100%
		Number of confirmed cases of corruption	No. of cases	0	0	0	0	0
SDGs	GRI	Data privacy and infrastructure	Unit	2Q22	3Q22	4Q22	1Q23	2Q23
16	418-1	Substantiated complaints received from outside parties	No.	28	20	17	19	6
		Substantiated complaints received from regulatory bodies	No.	0	0	0	0	1
		Identified leaks, thefts, or losses of customer data	No.	0	0	0	0	0
SDGs	GRI	Diversity in the Board of Directors	Unit	2Q22	3Q22	4Q22	1Q23	2Q23
5	405-1	Women	% of people	29%	29%	29%	29%	29%
		Men	% of people	71%	71%	71%	71%	71%
		Total	nº of people	7	7	7	7	7

Ethical behavior

In the second quarter, a corporate program was initiated to raise ethics awareness among the Company's leadership, with the implementation of a workshop on discrimination, moral harassment, and sexual harassment. The workshop presented the topic through concepts and practical examples, emphasizing the existence of the Confidential Channel for reporting any situation related to discrimination, harassment, and breaches of the Code of Conduct. It also highlighted confidentiality assurance and provided detailed information on the entire investigation process for receipt and investigation of complaints.

Data Privacy

In June 2023, the Mandatory Data Privacy Training was launched on the unified platform, targeted at all employees of the Company.

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.
NA	Indicator discontinued or not measured in the quarter.
1	Quarterly monitoring of a selection of material indicators. For further information, consult our Sustainability Report, available here.
2	Based on invoices from sanitation concessionaires.
3	Acquired from the free energy market.
4	CEO, vice presidents reporting directly to the CEO and all directors.
5	Management, senior management and leadership positions not reporting directly to the CEO (regional directors, unit directors and vice presidents).
6	Course coordinators, teachers, and tutors.
7	Corporate coordination, academic coordination, specialists, adjuncts, assistants, and analysts.
8	All the employees undergoing training in the period.
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	(Accidents with leave + Fatalities)/ MHT x 1,000,000.
13	Fatalities/ MHW x 1,000,000.

CONFERENCE CALL INFORMATION

Vasta will discuss its second quarter 2023 results on August 9, 2023, 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.

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.

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 such as the COVID-19 pandemic and government measures taken in response thereto; (xxii) other factors that may affect our financial condition, liquidity and results of operations; and (xxiii) other risk factors discussed under “Risk Factors.” Forward-looking statements speak only as of the date they are made, and we do not undertake any obligation to update them in light of new information or future developments or to release publicly any revisions to these statements in order to reflect later events or circumstances or to reflect the occurrence of unanticipated events.

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 Operating cash flow (OCF) 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 Operating cash flow (OCF) 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 Operating cash flow (OCF) 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

ACV Bookings 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 Bookings 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 Bookings 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 Bookings 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 Bookings. ACV Bookings are 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 Bookings for the respective sales cycle. Our reported ACV Bookings are 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	June 30, 2023	December 31, 2022
Current assets
Cash and cash equivalents	38,268	45,765
Marketable securities	385,002	380,514
Trade receivables	567,281	649,135
Inventories	279,903	266,450
Taxes recoverable	15,221	19,120
Income tax and social contribution recoverable	19,375	17,746
Prepayments	78,269	56,645
Other receivables	916	972
Related parties – other receivables	30	1,759
Total current assets	1,384,265	1,438,106

Non-current assets
Judicial deposits and escrow accounts	195,041	194,859
Deferred income tax and social contribution	209,933	170,851
Equity accounted investees	80,485	83,139
Other investments and interests in entities	8,272	8,272
Property, plant and equipment	182,368	197,688
Intangible assets and goodwill	5,386,472	5,427,676
Total non-current assets	6,062,571	6,082,485

Total Assets	7,446,836	7,520,591

Consolidated Statements of Financial Position (continued)

Liabilities	June 30, 2023	December 31, 2022
Current liabilities
Bonds	96,717	93,779
Suppliers	213,367	250,647
Reverse factoring	230,243	155,469
Lease liabilities	23,635	23,151
Income tax and social contribution payable	-	5,564
Salaries and social contributions	99,691	100,057
Contractual obligations and deferred income	46,734	57,852
Accounts payable for business combination and acquisition of associates	34,169	73,007
Other liabilities	26,488	29,630
Other liabilities - related parties	-	54
Total current liabilities	771,044	789,210

Non-current liabilities
Bonds	749,726	749,217
Lease liabilities	108,162	117,412
Accounts payable for business combination and acquisition of associates	557,451	552,270
Provision for tax, civil and labor losses	671,952	651,252
Other liabilities	28,562	31,551
Total non-current liabilities	2,115,853	2,101,702

Total current and non-current liabilities	2,886,897	2,890,912

Shareholder's Equity
Share capital	4,820,815	4,820,815
Capital reserve	86,663	80,531
Treasury shares	(21,786)	(23,880)
Accumulated losses	(329,295)	(247,787)
Total Shareholder's Equity	4,556,397	4,629,679

Interest of non-controlling shareholders	3,542	-

Total Shareholder's Equity	4,559,939	4,629,679

Total Liabilities and Shareholder's Equity	7,446,836	7,520,591

Consolidated Income Statement

	April 01 to June 30, 2023	June 30, 2023	April 01 to June 30, 2022	June 30, 2022

Net revenue from sales and services	271,396	674,231	189,956	570,537
Sales	260,205	653,893	180,339	552,225
Services	11,191	20,338	9,617	18,312

Cost of goods sold and services	(119,177)	(274,303)	(79,966)	(209,203)

Gross profit	152,219	399,928	109,990	361,334

Operating income (expenses)	(207,463)	(395,191)	(176,963)	(358,947)
General and administrative expenses	(118,091)	(245,372)	(127,139)	(253,227)
Commercial expenses	(64,863)	(115,924)	(46,988)	(94,921)
Other operating income	9,487	10,481	707	1,640
Other operating expenses	(32,968)	(32,968)	-	-
Impairment losses on trade receivables	(1,028)	(11,408)	(3,543)	(12,439)

Share of loss equity-accounted investees	(2,126)	(2,654)	-	-

(Loss) profit before finance result and taxes	(57,370)	2,083	(66,973)	2,387

Finance result	(65,284)	(124,469)	(48,006)	(90,700)
Finance income	17,470	34,101	21,896	37,165
Finance costs	(82,754)	(158,570)	(69,902)	(127,865)

Loss before income tax and social contribution	(122,654)	(122,386)	(114,979)	(88,313)

Income tax and social contribution	44,043	41,551	40,318	33,842
Current	3,917	2,463	(8,120)	(13,643)
Deferred	40,126	39,088	48,438	47,485

Loss for the period	(78,611)	(80,835)	(74,661)	(54,471)

Allocated to:
Controlling shareholders	(79,230)	(81,508)	(74,661)	(54,471)
Non-controlling shareholders	619	673	-	-

Consolidated Statement of Cash Flows

	For the period ended June 30,
	2023	2022

CASH FLOWS FROM OPERATING ACTIVITIES
Loss before income tax and social contribution	(122,386)	(88,313)
Adjustments for:
Depreciation and amortization	135,359	131,892
Depreciation to digital book	5,249	-
Share of loss profit of equity-accounted investees	2,654	-
Impairment losses on trade receivables	11,408	12,439
Reversal for tax, civil and labor losses, net	(9,165)	(6,860)
Provision on accounts payable for business combination	23,562	-
Interest on provision for tax, civil and labor losses	31,114	25,556
Provision for obsolete inventories	7,240	6,110
Interest on bonds	60,853	52,089
Contractual obligations and right to returned goods	17,823	2,687
Interest on accounts payable for business combination	34,987	29,791
Imputed interest on suppliers	15,180	8,402
Share-based payment expense	8,226	4,989
Interest on lease liabilities	6,260	7,290
Interest on marketable securities	(19,633)	(26,804)
Residual value of disposals of property and equipment and intangible assets	(231)	904
	208,500	160,172
Changes in
Trade receivables	71,653	66,087
Inventories	(20,344)	8,155
Prepayments	(21,562)	(21,018)
Taxes recoverable	4,838	(7,905)
Judicial deposits and escrow accounts	(665)	(2,557)
Other receivables	105	(3,281)
Related parties – other receivables	1,729	(600)
Suppliers	21,366	(9,296)
Salaries and social charges	(843)	27,367
Tax payable	(5,140)	5,071
Contractual obligations and deferred income	(31,707)	12,120
Other liabilities	(5,682)	(1,772)
Other liabilities - related parties	(55)	(9,222)
Cash from operating activities	222,193	223,321
Payment of interest on leases	(7,086)	(7,158)
Payment of interest on bonds	(57,915)	(37,778)
Payment of interest on business combinations	(7,768)	-
Income tax and social contribution paid	(665)	(1,489)
Payment of provision for tax, civil and labor losses	(739)	(1,360)
Net cash from operating activities	148,020	175,536

CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of property and equipment	(9,348)	(48,228)
Additions of intangible assets	(60,013)	(35,927)
Acquisition of subsidiaries net of cash acquired	(3,212)	(8,475)
Purchase of investment in marketable securities	(625,621)	(1,025,881)
Proceeds from investment in marketable securities	640,766	801,264
Net cash applied in investing activities	(57,428)	(317,247)

CASH FLOWS FROM FINANCING ACTIVITIES
Lease liabilities paid	(13,918)	(13,727)
Payments of bonds	-	(759)
Payments of accounts payable for business combination	(84,171)	(5,934)
Net cash applied in financing activities	(98,089)	(20,420)

NET DECREASE IN CASH AND CASH EQUIVALENTS	(7,497)	(162,131)
Cash and cash equivalents at beginning of period	45,765	309,893
Cash and cash equivalents at end of period	38,268	147,762
NET DECREASE IN CASH AND CASH EQUIVALENTS	(7,497)	(162,131)

Exhibit 99.2

VASTA Platform Limited

Unaudited Condensed Interim Consolidated Financial Statements

Six-months period ended June 30, 2023

Vasta Platform Limited

Unaudited Condensed Interim Consolidated

Financial Statements as of six-months period ended June 30, 2023

In thousands of R$, unless otherwise stated

CONTENT

Unaudited Condensed Interim Consolidated Financial Statements as of six-months period ended June 30, 2023		Page
Unaudited Condensed Interim Consolidated Statements of Financial Position as of June 30, 2023 and December 31, 2022		3
Unaudited Condensed Interim Consolidated Statements of Profit or Loss and Other Comprehensive Income for the six-months periods ended June 30, 2023 and 2022		5
Unaudited Condensed Interim Consolidated Statements of Changes in Equity for the six-months periods ended June 30, 2023 and 2022		6
Unaudited Condensed Interim Consolidated Statements of Cash Flows for the six-months periods ended June 30, 2023 and 2022		7
Notes to the Unaudited Condensed Interim Consolidated Financial Statements		8

Vasta Platform Limited

Unaudited Condensed Interim Consolidated

Financial Statements as of six-months period ended June 30, 2023

In thousands of R$, unless otherwise stated

Unaudited Condensed Interim Consolidated Statements of Financial Position as of June 30, 2023 and December 31, 2022

Assets	Note		June 30, 2023		December 31, 2022
Current assets
Cash and cash equivalents		7		38,268		45,765
Marketable securities		8		385,002		380,514
Trade receivables		9		567,281		649,135
Inventories		10		279,903		266,450
Taxes recoverable				15,221		19,120
Income tax and social contribution recoverable				19,375		17,746
Prepayments				78,269		56,645
Other receivables				916		972
Related parties – other receivables		20		30		1,759
Total current assets				1,384,265		1,438,106

Non-current assets
Judicial deposits and escrow accounts		21.b		195,041		194,859
Deferred income tax and social contribution		22		209,933		170,851
Equity accounted investees		11		80,485		83,139
Other investments and interests in entities				8,272		8,272
Property, plant and equipment		12		182,368		197,688
Intangible assets and goodwill		13		5,386,472		5,427,676
Total non-current assets				6,062,571		6,082,485

Total Assets				7,446,836		7,520,591

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

Vasta Platform Limited

Unaudited Condensed Interim Consolidated

Financial Statements as of six-months period ended June 30, 2023

In thousands of R$, unless otherwise stated

Unaudited Condensed Interim Consolidated Statements of Financial Position as of June 30, 2023 and December 31, 2022

Liabilities	Note		June 30, 2023			December 31, 2022
Current liabilities
Bonds		14		96,717			93,779
Suppliers		15		213,367			250,647
Reverse factoring		15		230,243			155,469
Lease liabilities		16		23,635			23,151
Income tax and social contribution payable				-			5,564
Salaries and social contributions		19		99,691			100,057
Contractual obligations and deferred income		17		46,734			57,852
Accounts payable for business combination and acquisition of associates		18		34,169			73,007
Other liabilities				26,488			29,630
Other liabilities - related parties		20		-			54
Total current liabilities				771,044			789,210

Non-current liabilities
Bonds		14		749,726			749,217
Lease liabilities		16		108,162			117,412
Accounts payable for business combination and acquisition of associates		18		557,451			552,270
Provision for tax, civil and labor losses		21.a		671,952			651,252
Other liabilities				28,562			31,551
Total non-current liabilities				2,115,853			2,101,702

Total current and non-current liabilities				2,886,897			2,890,912

Shareholder's Equity
Share capital		23.1		4,820,815			4,820,815
Capital reserve		23.3		86,663			80,531
Treasury shares		23.4		(21,786	)		(23,880	)
Accumulated losses				(329,295	)		(247,787	)
Total Shareholder's Equity				4,556,397			4,629,679

Interest of non-controlling shareholders				3,542			-

Total Shareholder's Equity				4,559,939			4,629,679

Total Liabilities and Shareholder's Equity				7,446,836			7,520,591

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

Vasta Platform Limited

Unaudited Condensed Interim Consolidated

Financial Statements as of six-months period ended June 30, 2023

In thousands of R$, unless otherwise stated

Unaudited Condensed Interim Consolidated Statements of Profit or Loss and Other Comprehensive Income for the six-months periods ended June 30, 2023, and 2022

	Note		April 01 to June 30, 2023			June 30, 2023			April 01 to June 30, 2022			June 30, 2022
Net revenue from sales and services		24		271,396			674,231			189,956			570,537
Sales				260,205			653,893			180,339			552,225
Services				11,191			20,338			9,617			18,312

Cost of goods sold and services		25		(119,177	)		(274,303	)		(79,966	)		(209,203	)

Gross profit				152,219			399,928			109,990			361,334

Operating income (expenses)
General and administrative expenses		25		(118,091	)		(245,372	)		(127,139	)		(253,227	)
Commercial expenses		25		(64,863	)		(115,924	)		(46,988	)		(94,921	)
Other operating income		25		9,487			10,481			707			1,640
Other operating expenses		25		(32,968	)		(32,968	)		-			-
Impairment losses on trade receivables		25		(1,028	)		(11,408	)		(3,543	)		(12,439	)
Share of loss equity-accounted investees		11		(2,126	)		(2,654	)		-			-
(Loss) profit before finance result and taxes				(57,370	)		2,083			(66,973	)		2,387

Finance result
Finance income		26		17,470			34,101			21,896			37,165
Finance costs		26		(82,754	)		(158,570	)		(69,902	)		(127,865	)
				(65,284	)		(124,469	)		(48,006	)		(90,700	)

Loss before income tax and social contribution				(122,654	)		(122,386	)		(114,979	)		(88,313	)

Income tax and social contribution				44,043			41,551			40,318			33,842
Current		21		3,917			2,463			(8,120	)		(13,643	)
Deferred		21		40,126			39,088			48,438			47,485

Loss for the period				(78,611	)		(80,835	)		(74,661	)		(54,471	)
													-

Allocated to:
Controlling shareholders				(79,230	)		(81,508	)		(74,661	)		(54,471	)
Non-controlling shareholders				619			673			-			-

Loss per share (in %)
Basic		23.2					(0.97	)					(0.65	)
Diluted		23.2					(0.97	)					(0.65	)

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

Vasta Platform Limited

Unaudited Condensed Interim Consolidated

Financial Statements as of six-months period ended June 30, 2023

In thousands of R$, unless otherwise stated

Unaudited Condensed Interim Consolidated Statement of Changes in Equity for the six-months periods ended June 30, 2023 and 2022

	Share capital					Capital reserve
	Share Capital		Share issuance costs			Share-based compensation reserve (granted)			Share-based compensation reserve (vested)		Treasury shares (Note 23d)			Accumulated losses			Total Shareholders' Equity/ Net Investment			Non-controlling shareholders		Total Non-controlling Shareholders' Equity/ Net Investment
Balance as of December 31, 2021		4,961,988		(141,173	)		30,445			31,043		(23,880	)		(193,214	)		4,665,209			-		4,665,209
Loss for the period		-		-			-			-		-			(54,471	)		(54,471	)		-		(54,471	)
Share based compensations granted and issued		-		-			10,613			-		-			-			10,613			-		10,613
Share based compensations vested		-		-			(2,636	)		2,636		-			-			-			-		-
Balance as of June 30, 2022(unaudited)		4,961,988		(141,173	)		38,422			33,679		(23,880	)		(247,685	)		4,621,351			-		4,621,351

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		-		-			-			-		-			(81,508	)		(81,508	)		673		(80,835	)
Share based compensations granted and issued		-		-			8,226			-		-			-			8,226			-		8,226
Restricted shares transferred		-		-			(1,767	)		-		1,767			-			-			-		-
(loss) gain on the sale of treasury shares		-		-			(327	)		-		327			-			-			-		-
Non-controlling shareholders		-		-			-			-		-			-			-			2,869		2,869
Balance as of June 30,2023 (unaudited)		4,961,988		(141,173	)		52,377			34,286		(21,786	)		(329,295	)		4,556,397			3,542		4,559,939

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

Vasta Platform Limited

Unaudited Condensed Interim Consolidated

Financial Statements as of six-months period ended June 30, 2023

In thousands of R$, unless otherwise stated

Unaudited Condensed Interim Consolidated Statements of Cash Flows for the six-months period ended June 30, 2023, and 2022

			For the period ended June 30,
	Notes		2023			2022
CASH FLOWS FROM OPERATING ACTIVITIES
Loss before income tax and social contribution				(122,386	)		(88,313	)
Adjustments for:
Depreciation and amortization		12 and 13		135,359			131,892
Depreciation to digital book				5,249			-
Share of loss profit of equity-accounted investees		11		2,654			-
Impairment losses on trade receivables		9		11,408			12,439
Reversal for tax, civil and labor losses, net		25		(9,165	)		(6,860	)
Provision on accounts payable for business combination		26		23,562			-
Interest on provision for tax, civil and labor losses		26		31,114			25,556
Provision for obsolete inventories		10		7,240			6,110
Interest on bonds		14		60,853			52,089
Contractual obligations and right to returned goods				17,823			2,687
Interest on accounts payable for business combination		26		34,987			29,791
Imputed interest on suppliers		26		15,180			8,402
Share-based payment expense				8,226			4,989
Interest on lease liabilities		16		6,260			7,290
Interest on marketable securities		25		(19,633	)		(26,804	)
Residual value of disposals of property and equipment and intangible assets		12 and 13		(231	)		904
				208,500			160,172
Changes in
Trade receivables				71,653			66,087
Inventories				(20,344	)		8,155
Prepayments				(21,562	)		(21,018	)
Taxes recoverable				4,838			(7,905	)
Judicial deposits and escrow accounts				(665	)		(2,557	)
Other receivables				105			(3,281	)
Related parties – other receivables				1,729			(600	)
Suppliers				21,366			(9,296	)
Salaries and social charges				(843	)		27,367
Tax payable				(5,140	)		5,071
Contractual obligations and deferred income				(31,707	)		12,120
Other liabilities				(5,682	)		(1,772	)
Other liabilities - related parties				(55	)		(9,222	)
Cash from operating activities				222,193			223,321
Payment of interest on leases		16		(7,086	)		(7,158	)
Payment of interest on bonds		14		(57,915	)		(37,778	)
Payment of interest on business combinations		18		(7,768	)		-
Income tax and social contribution paid				(665	)		(1,489	)
Payment of provision for tax, civil and labor losses		21		(739	)		(1,360	)
Net cash from operating activities				148,020			175,536
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of property and equipment		12		(9,348	)		(48,228	)
Additions of intangible assets		13		(60,013	)		(35,927	)
Acquisition of subsidiaries net of cash acquired				(3,212	)		(8,475	)
Purchase of investment in marketable securities				(625,621	)		(1,025,881	)
Proceeds from investment in marketable securities				640,766			801,264
Net cash applied in investing activities				(57,428	)		(317,247	)
CASH FLOWS FROM FINANCING ACTIVITIES
Lease liabilities paid		16		(13,918	)		(13,727	)
Payments of bonds				-			(759	)
Payments of accounts payable for business combination		18		(84,171	)		(5,934	)
Net cash applied in financing activities				(98,089	)		(20,420	)
Net decrease in cash and cash equivalents				(7,497	)		(162,131	)
Cash and cash equivalents at beginning of period				45,765			309,893
Cash and cash equivalents at end of period				38,268			147,762
Net decrease in cash and cash equivalents				(7,497	)		(162,131	)

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

Vasta Platform Limited

Unaudited Condensed Interim Consolidated

Financial Statements as of six-months period ended June 30, 2023

In thousands of R$, unless otherwise stated

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

The Company and Basis of Presentation

1.1.

The Company

Vasta Platform Ltd., together with its subsidiaries (the Company) 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 has built a “Platform as a Service”, solution or PaaS, with two main modules: Content & EdTech Platform and Digital Services. The Company’s Content & EdTech Platform combines a multi-brand and tech-enabled array with digital and printed content through long-term contracts with partner schools.

Since July 31, 2020, VASTA Platform Ltd. 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”.

1.2.

Significant events during the period

Business Combination

On March 03, 2023 the Company, through its subsidiary Somos Sistemas de Ensino S.A. (“Somos”), acquired 51% interest in the capital of “Escola Start Ltda.” (“Start”), when the control over the entity was transferred upon all conditions established on the share purchase agreement and the liquidation was completed.

Start is a company dedicated to providing bilingual education services for kindergarten, primary and secondary education, and preparatory courses for entrance exams, including the sale of books, teaching materials, school uniforms and stationery. See note 5.

The Unaudited Condensed Interim Consolidated Financial Statements comprise the following entities, which are all fully owned by the Company:

Company	June 30, 2023	December 31, 2022
	Interest	Interest
Somos Sistemas de Ensino S.A. (“Somos Sistemas”)	100%	100%
Livraria Livro Fácil Ltda. (“Livro Fácil”)	100%	100%
A & R Comércio e Serviços de Informática Ltda. (“Pluri”)	100%	100%
Colégio Anglo São Paulo (“Anglo”)	100%	100%
Sociedade Educacional da Lagoa Ltda. (“SEL”)	100%	100%
EMME – Produções de Materiais em Multimídia Ltda. (“EMME”)	100%	100%
Phidelis Tecnologia Desenvolvimento de Sistemas Ltda. (“Phidelis”)	100%	100%
MVP Consultoria e Sistemas Ltda. (“MVP”)	100%	100%
Escola Start Ltda. (“Start”)	51%	-

Vasta Platform Limited

Unaudited Condensed Interim Consolidated

Financial Statements as of six-months period ended June 30, 2023

In thousands of R$, unless otherwise stated

Basis of accounting

These interim financial statements for the six-months period ended June 3o, 2023, have been prepared in accordance with 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, 2022 (‘last annual financial statements’). They do not include all of the information required for a complete set of financial statements prepared in accordance with 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.

These Unaudited Condensed Interim Consolidated Financial Statements 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 thousand, except as otherwise indicated.

(a) Basis of consolidation and investments in other companies

Company		June 30, 2023	December 31, 2022
	Investment type	Interest	Interest
Somos Sistemas de Ensino S.A. (“Somos Sistemas”)	Subsidiary	100%	100%
Livraria Livro Fácil Ltda. (“Livro Fácil”)	Subsidiary	100%	100%
A & R Comércio e Serviços de Informática Ltda. (“Pluri”)	Subsidiary	100%	100%
Colégio Anglo São Paulo (“Anglo”)	Subsidiary	100%	100%
Sociedade Educacional da Lagoa Ltda. (“SEL”)	Subsidiary	100%	100%
EMME – Produções de Materiais em Multimídia Ltda. (“EMME”)	Subsidiary	100%	100%
Phidelis Tecnologia Desenvolvimento de Sistemas Ltda. (“Phidelis”)	Subsidiary	100%	100%
MVP Consultoria e Sistemas Ltda. (“MVP”)	Subsidiary	100%	100%
Escola Start Ltda. (“Start”)	Subsidiary	51%	-
Educbank Gestão de Pagamentos Educacionais S.A.	Associate	45%	45%
Flex Flix Limited.	Investment	10%	10%

These Unaudited Condensed Interim Consolidated Financial Statements were authorized for issue by the Company’s board of directors on August 03, 2023.

Use of estimates and judgements

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

The significant judgements 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.

A number of the Group’s accounting policies require the measurement of fair values, for both financial and non-financial assets and liabilities.

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:

Vasta Platform Limited

Unaudited Condensed Interim Consolidated

Financial Statements as of six-months period ended June 30, 2023

In thousands of R$, unless otherwise stated

Measurement of fair values

•

Level 1 - quoted prices (unadjusted) 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. If the inputs used to measure the fair value of an asset or a liability are categorized in different levels of the fair value hierarchy, then the fair value measurement is categorized in its entirety in the same level of the fair value hierarchy as the lowest level input that is significant to the entire measurement.

The Company’s management establishes the appropriate valuation techniques and inputs to the model, working closely with the qualified external advisors when they are engaged in such activities.

The valuations of identifiable assets and contingent liabilities in business combinations could be particularly sensitive to changes in one or more unobservable inputs considered in the valuation process. Further information on the assumptions used in the valuation process of such items is provided in Note 5.

Fair value measurement assumptions are used for determination of expenses with Share-based Compensation, which are disclosed in Note 23.

Significant 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 Group’s consolidated financial statements as at and for the year ended December 31, 2022. The accounting policies have been consistently applied to all consolidated companies. There are no new accounting policies that could be applicable since January 1, 2023, or early adopted in the Unaudited Condensed Interim Consolidated Financial Statements.

Business Combinations

Acquisitions in 2023

As mentioned in Note 1.2, on March 03, 2023, the Company acquired a 51% interest in the capital of the Escola Start Ltda. (“Start”), when the control over the entity was transferred upon all conditions established on the share purchase agreement and the liquidation was completed.

The purchase price of R$4,482 will be paid in two installments, a fixed installment of R$4,100 in cash on the acquisition date and a variable installment of R$382, subject to price adjustment depending on the calculation of financial indicators defined as contract and corrected by 100% of the CDI.

On the same date, a purchase option agreement was entered into for the acquisition of the remaining shares issued by Anglo Start held by the minority shareholder, representing 49% of the share capital, as of January 2028, through which the amount of R$11,700.

The acquisitions were accounted for using the acquisition method of accounting, i.e., the consideration transferred, and the net identifiable assets acquired, and liabilities assumed were measured at fair value, while goodwill is measured as the excess of consideration paid over those items. The following table presents the net identifiable assets acquired and liabilities assumed for business combination in 2023:

Vasta Platform Limited

Unaudited Condensed Interim Consolidated

Financial Statements as of six-months period ended June 30, 2023

In thousands of R$, unless otherwise stated

	Start Anglo
Current assets
Cash and cash equivalents	888
Trade receivables	1,207
Inventories	349
Other receivables	238
Total current assets	2,682

Non-current assets
Property and equipment	796
Intangible assets	6,250
Intangible assets - Customer Portfolio	1,510
Intangible assets – Trademarks	4,740
Total non-current assets	7,046

Total Assets	9,728

Current liabilities
Contractual obligations and deferred income	2,766
Other liabilities	940
Total current liabilities	3,706

Non-current liabilities
Other liabilities	16
Tax Installments	93
Total non-current liabilities	109

Total liabilities	3,815

Net identifiable assets at fair value	5,913
Percentage acquired (51%) (A)	3,016
Total of Consideration transferred (B)	4,482
Goodwill (A-B)	1,466

From the date of acquisition to June 30, 2023, Start contributed to a net revenue from sales and services in the amount of R$ 3,845, and net profit for the period in the amount of R$ 1,373.

Acquisitions in 2022

On January 14, 2022, the Company acquired the companies Phidelis Tecnologia Desenvolvimento de Sistemas Ltda. and MVP Consultoria e Sistemas Ltda. (“Phidelis”), when the control over the entity was transferred upon all conditions established on the share purchase agreement and the liquidation was completed. The Company will pay a total purchase price in the amount of R$21,966, comprised of (i) R$8,854 in cash, paid on the acquisition date, (ii) R$7,638 to be paid in annual installments over the course of two years, and (iii) a variable R$5,474, with the achievement of performance linked to net revenue of the years 2023 and 2024 to be paid in three annual installments between 2023 and 2026. The net identifiable assets acquired, and liabilities assumed for each business combination in 2022 are presented in last annual financial statements.

Financial Risk Management

The Company has a risk management policy for regular 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.

Vasta Platform Limited

Unaudited Condensed Interim Consolidated

Financial Statements as of six-months period ended June 30, 2023

In thousands of R$, unless otherwise stated

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.

6.1.

Financial Instruments by Category

The Company holds the following financial instruments:

	Hierarchy		June 30, 2023		December 31, 2022
Assets - Amortized cost
Cash and cash equivalents				38,268		45,765
Trade receivables				567,281		649,135
Other receivables				916		972
Related parties – other receivables				30		1,759
				606,495		697,631

Assets - Fair value through profit or loss
Marketable securities		1		385,002		380,514
Other investments and interests in entities				8,272		8,272
				393,274		388,786

Liabilities - Amortized cost
Bonds				846,443		842,996
Lease liabilities				131,797		140,563
Reverse factoring				230,243		155,469
Suppliers				213,367		250,647
Accounts payable for business combination and acquisition of associates				562,927		569,360
Accounts payable for business combination and acquisition of associates (i)		3		28,693		55,917
Other liabilities - related parties				-		54
				2,013,470		2,015,006

(i)

Refers to a portion of the liability remeasured based on economic activity of the acquired entity (post-closing price adjustments). Valuation techniques and significant unobservable inputs related to this measured were presented in the financial statements as of December 31, 2022.

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

6.2.

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 financing and 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:

Vasta Platform Limited

Unaudited Condensed Interim Consolidated

Financial Statements as of six-months period ended June 30, 2023

In thousands of R$, unless otherwise stated

	June 30, 2023	December 31, 2022	Interest rate
Bonds
Private bonds – 6^th Issuance – series 2	53,665	53,688	CDI + 1.00% p.a.
Private bonds – 9^th Issuance – series 2	264,074	259,843	CDI + 2.40% p.a.
Bonds – 1^st Issuance – single	528,704	529,465	CDI + 2.30% p.a.
Financing and lease liabilities	131,797	140,563	IPCA
Accounts payable for business combination and acquisition of associates	591,620	625,277	CDI
	1,569,860	1,608,836

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, see note 9 and 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 adequate credit losses are recorded. See note 9.

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 continuously 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.

Cash surplus generated by the Company is handled in short-term deposits being those investments composed by enough liquidity thus providing to the Company the appropriate commitment with the going concern presumption.

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

Vasta Platform Limited

Unaudited Condensed Interim Consolidated

Financial Statements as of six-months period ended June 30, 2023

In thousands of R$, unless otherwise stated

Financial liabilities by maturity ranges

June 30, 2023	Less than one year		Between one and two years		Over two years		Total
Bonds (note 14)		96,717		499,726		250,000		846,443
Lease liabilities (note 16)		23,266		21,019		87,512		131,797
Accounts payable for business combination and acquisition of associates (note 18)		34,169		368,434		189,017		591,620
Suppliers (note 15)		213,367		-		-		213,367
Reverse factoring (note 15)		230,243		-		-		230,243
		597,762		889,179		526,529		2,013,470

The table below reflects the estimated interest rate based on CDI for 12 months (13.54% p.a.) and IPCA for 12 months (3.16% p.a.) extracted from BACEN (Brazilian Central Bank) on base period June 30, 2023. Amounts payable refer to principal and interest based on undiscounted contractual amounts and, therefore, do not reflect the financial position presented as of June 30, 2023:

June 30, 2023	Less than one year		Between one and two years		Over two years		Total
Bonds		109,817		567,412		283,862		961,091
Lease liabilities		24,001		21,684		90,279		135,964
Accounts payable for business combination and acquisition of associates		38,797		418,337		214,618		671,752
Suppliers		242,267		-		-		242,267
Reverse factoring		261,429		-		-		261,429
		676,311		1,007,433		588,759		2,272,503

Capital management.

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

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

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

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.

	June 30, 2023			December 31, 2022
Net debt (i)		1,975,202			1,969,241
Total shareholders' equity		4,559,939			4,629,679
Total capitalization (ii)		2,584,737			2,660,438
Gearing ratio - % - (iii)		76	%		74	%

(i)

Net debt comprises financial liabilities (note 6.1) net of cash and cash equivalents.

Vasta Platform Limited

Unaudited Condensed Interim Consolidated

Financial Statements as of six-months period ended June 30, 2023

In thousands of R$, unless otherwise stated

(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-months horizon was used, with a projected rate of 13.54% p.a. as per DI Interest Deposit rate (“CDI”), reference rates disclosed by B3 S.A. (Brazilian stock exchange). Two further scenarios are presented, stressing, respectively, a 25% deterioration in scenario I and 50% deterioration in scenario II, of the projected rates.

	Index - % per year		Balance as of June 30, 2023			Base scenario			Scenario I			Scenario II
Financial investments		CDI		35,041			4,746			5,933			7,119
Marketable securities		CDI		385,002			52,147			65,184			78,220
				420,043			56,893			71,117			85,339

Accounts payable for business combination and acquisition of associates		CDI		(591,620	)		(80,133	)		(100,166	)		(120,199	)
Lease liabilities		IPCA		(131,797	)		(4,167	)		(5,208	)		(6,250	)
Bonds		CDI		(846,443	)		(114,647	)		(143,309	)		(171,971	)
				(1,569,860	)		(198,947	)		(248,683	)		(298,420	)
Net exposure				(1,149,817	)		(142,054	)		(177,566	)		(213,081	)
Interest rate CDI -% p.a.		-		-			13.54	%		16.93	%		20.32	%
Interest rate IPCA -% p.a.		-		-			3.16	%		3.95	%		4.74	%
Stressing scenarios										25	%		50	%

Cash and cash equivalents

Composition

The balance of this account comprises the following amounts:

	June 30, 2023		December 31, 2022
Cash		6		7
Bank account		3,221		6,546
Financial investments (i)		35,041		39,212
		38,268		45,765

(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 104% of the annual CDI rate on June 30, 2023 (103% on December 31, 2022). 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.

Vasta Platform Limited

Unaudited Condensed Interim Consolidated

Financial Statements as of six-months period ended June 30, 2023

In thousands of R$, unless otherwise stated

Marketable securities

Composition

	Credit Risk		June 30, 2023		December 31,2022
Private investment fund		AAA		246,928		31,842
Private investment fund		AA		138,074		348,672
				385,002		380,514

The average gross yield of securities is based on 104% CDI on June 30, 2023 (103% CDI on December 31, 2022).

Trade receivables

The balance of this account comprises the following amounts:

Composition

	June 30, 2023			December 31, 2022
Trade receivables		618,239			711,439
Related parties (note 20)		13,912			7,177
(-) Impairment losses on trade receivables		(64,870	)		(69,481	)
		567,281			649,135

Maturities of trade receivables

	June 30, 2023			December 31, 2022
Not yet due		379,998			563,005
Past due
Up to 30 days		50,531			19,435
From 31 to 60 days		42,018			22,637
From 61 to 90 days		41,190			12,193
From 91 to 180 days		45,357			42,169
From 181 to 360 days		31,509			31,357
Over 360 days		27,636			20,643
Total past due		238,241			148,434
Related parties (note 20)		13,912			7,177
Impairment losses on trade receivables		(64,870	)		(69,481	)
		567,281			649,135

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

The following table shows the changes in impairment losses on trade receivables for the periods ended June 30, 2023, and 2022:

Vasta Platform Limited

Unaudited Condensed Interim Consolidated

Financial Statements as of six-months period ended June 30, 2023

In thousands of R$, unless otherwise stated

	June 30, 2023			June 30, 2022
Opening balance		69,481			46,500
Additions		17,397			12,439
Reversals		(5,989	)		-
Write offs		(16,019	)		(8,841	)
Closing balance		64,870			50,098

10.

Inventories

The balance of this account comprises the following amounts:

Composition

	June 30, 2023		December 31, 2022
Finished products (i)		172,604		160,519
Work in process		57,357		73,993
Raw materials		44,589		30,773
Imports in progress		-		347
Right to returned goods (ii)		5,353		818
		279,903		266,450

(i)

These amounts are net of slow-moving items and net realizable value.

(ii)

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.

Changes in provision for losses with slow-moving inventories and net realizable value are broken down as follows:

Changes in provision

	June 30, 2023			June 30, 2022
Opening balance		86,827			58,723
Additions		7,240			7,009
Reversals		-			(899	)
Write-off inventories		(1,703	)		(4,772	)
Closing balance		92,364			60,061

11.

Equity accounted investees

Composition of investments

Investment type

Interest

Investment

Fair value

Goodwill

June 30, 2023

Educbank

Associate

45%

39,428

7,270

33,786

80,485

39,428

7,270

33,786

80,485

Vasta Platform Limited

Unaudited Condensed Interim Consolidated

Financial Statements as of six-months period ended June 30, 2023

In thousands of R$, unless otherwise stated

Investments without control and significant influence

	EducBank
As of December 31, 2022		83,139
Equity method		(2,654	)
As of June 30,2023		80,485

12.

Property, plant and equipment

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

		June 30, 2023			December 31, 2022
	Weighted average depreciation rate	Cost	Accumulated depreciation	Net book value	Cost	Accumulated depreciation	Net book value
IT equipment	10% - 33%	83,366	(53,289)	30,077	80,262	(43,294)	36,968
Furniture, equipment and fittings	10% - 33%	59,671	(35,680)	23,991	60,920	(36,818)	24,102
Property, buildings and improvements	5%-20%	57,551	(43,206)	14,345	53,027	(40,381)	12,646
In progress	-	3,708	-	3,708	4,494	-	4,494
Right of use assets	12%	215,582	(105,726)	109,856	257,034	(137,948)	119,086
Land	-	391	-	391	391	-	391
Total		420,269	(237,901)	182,368	456,128	(258,441)	197,688

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			24,103			12,646			4,494			119,086			391		197,688
Additions		2,054			3,785			-			3,509			8,507			-		17,855
Business combinations (Note 5)		-			613			183			-			-			-		796
Disposals / Cancelled contracts		-			(48	)		-			-			(2,250	)		-		(2,298	)
Depreciation		(8,945	)		(542	)		(2,779	)		-			(15,487	)		-		(27,753	)
Transfers (i)		-			(3,920	)		4,295			(4,295	)		-			-		(3,920	)
As of June 30, 2023		30,077			23,991			14,345			3,708			109,856			391		182,368

(i)

The remaining balance of transfers refers to software and assets under implementation, previously allocated in the “furniture, equipment and fittings” group.

Vasta Platform Limited

Unaudited Condensed Interim Consolidated

Financial Statements as of six-months period ended June 30, 2023

In thousands of R$, unless otherwise stated

	IT equipment			Furniture, equipment and fittings			Property, buildings and improvements			In progress			Right of use assets			Land		Total
As of December 31, 2021		16,615			8,390			17,872			677			141,737			391		185,682
Additions		33,917			11,207			657			2,447			21,049			-		69,277
Additions through business combinations		54			12			-			7			-			-		73
Disposals / Cancelled contracts		-			(6	)		-			(18	)		(3,495	)		-		(3,519	)
Depreciation		(6,998	)		(1,987	)		(2,669	)		-			(15,075	)		-		(26,729	)
Transfers		831			(375	)		(456	)		-			-			-		-
As of June 30, 2022		44,419			17,241			15,404			3,113			144,216			391		224,784

The Company assesses annually, whether there is an indication that a property, plant and equipment asset may be impaired. If any indication exists, the Company estimates the asset’s recoverable amount. There were no indications of impairment of property, plant and equipment as and for the six-months periods ended June 30, 2023 and 2022.

13.

Intangible Assets and Goodwill

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

				June 30, 2023							December 31, 2022
	Weighted average amortization rate			Cost		Accumulated amortization			Net book value		Cost		Accumulated amortization			Net book value
Software		20	%		303,734		(203,953	)		99,781		263,433		(182,711	)		80,722
Customer Portfolio		8	%		1,201,665		(428,037	)		773,628		1,201,074		(377,891	)		823,183
Trademarks		5	%		636,072		(126,371	)		509,701		631,582		(112,967	)		518,615
Trade Agreement		8	%		243,114		(36,668	)		206,446		247,622		(28,795	)		218,827
Platform content production		33	%		153,281		(94,712	)		58,569		123,251		(74,881	)		48,370
Other Intangible assets		33	%		12,321		(5,040	)		7,281		39,422		(32,142	)		7,281
In progress		-			17,879		-			17,879		18,958		-			18,958
Goodwill		-			3,713,187		-			3,713,187		3,711,721		-			3,711,721
					6,281,253		(894,781	)		5,386,472		6,237,063		(809,387	)		5,427,677

Changes in intangible assets and goodwill were as follows:

	Software			Customer Portfolio			Trade-marks			Trade Agreement			Platform content production			Other Intangible assets		In progress			Goodwill		Total
As of December 31, 2022		80,722			823,183			518,615			218,827			48,370			7,281		18,958			3,711,721		5,427,677
Additions		11,420			-			-			-			29,548			-		19,046			-		60,014
Business combination (note 5)		-			1,510			4,740			-			-			-		-			1,466		7,716
Amortization		(15,926	)		(51,065	)		(13,654	)		(12,381	)		(19,829	)		-		-			-		(112,855	)
Transfers (i)		23,565			-			-			-			480			-		(20,125	)		-		3,920
As of June 30, 2023		99,781			773,628			509,701			206,446			58,569			7,281		17,879			3,713,187		5,386,472

Vasta Platform Limited

Unaudited Condensed Interim Consolidated

Financial Statements as of six-months period ended June 30, 2023

In thousands of R$, unless otherwise stated

(i)

The remaining balance refers to software and assets under implementation received in the transfer of property, plant and equipment, as mentioned in note 12.

	Software			Customer Portfolio			Trade-marks			Trade Agreement			Platform content production			Other Intangible assets			In progress		Goodwill		Total
As of December 31, 2022		96,044			922,105			546,277			243,495			24,294			7,282			3,991		3,694,879		5,538,367
Additions		9,910			-			-			-			17,600			(17	)		4,834		3,600		35,927
Business combination		3,145			-			-			-			-			-			-		34,176		37,321
Disposals		-			-			-			-			-			19			-		-		19
Amortization		(15,916	)		(50,791	)		(13,654	)		(12,381	)		(12,371	)		(50	)		-		-		(105,163	)
Transfers		(2,085	)		(140	)		-			-			-			(1,099	)		-		3,324		-
As of June 30, 2022		91,098			871,174			532,623			231,114			29,523			6,135			8,825		3,735,979		5,506,471

Impairment test for goodwill

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, 2022.

There were no indications of impairment for six-months period ended June 30, 2023 and December 31, 2022.

14.

Bonds

The balance of bonds comprises the following amounts:

	December 31, 2022		Payment of interest (i)			Interest accrued		Transaction cost of bonds		Transfers			June 30, 2023
Bonds with related parties		63,325		(18,463	)		22,671		-		-			67,533
Bonds		30,454		(39,452	)		38,182		509		(509	)		29,184
Current liabilities		93,779		(57,915	)		60,853		509		(509	)		96,717
Bonds with related parties		250,206		-			-		-		-			250,206
Bonds		499,011		-			-		-		509			499,520
Non-current liabilities		749,217		-			-		-		509			749,726
Total		842,996		(57,915	)		60,853		509		-			846,443

(i)

On February 15, 2023 the Company settled only interest on the following bonds 6^th Issuance, 2^nd series – R$ 3,752. On February 14, 2023 the Company settled only interest on the following bonds 7^thissuance single series – R$ 14,711. On February 06, 2023 the Company settled only interest on the following bonds external – R$ 39,451.

Bonds’ description

See below the bonds outstanding on June 30, 2023:

Vasta Platform Limited

Unaudited Condensed Interim Consolidated

Financial Statements as of six-months period ended June 30, 2023

In thousands of R$, unless otherwise stated

Subscriber	Related Parties	Related Parties	Third parties
Issuance	5^th	9^th	1^st
Series	2^nd Series	2^nd Series	Single Series
Date of issuance	08/15/2018	09/28/2022	08/06/2021
Maturity date	08/15/2023	09/28/2025	07/06/2024
First payment after	60 months	36 months	35 months
Remuneration payment	Semi-annual interest	Semi-annual interest	Semi-annual interest
Financials charges	CDI + 1.00% p.a.	CDI + 2.40% p.a.	CDI + 2.30% p.a.
Principal amount (in millions of R$)	51	250	500

Bond’s maturities

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

Maturity of installments	June 30, 2023	%	December 31, 2022	%
2023	96,717	11.4	93,779	11.1

2024	499,726	59.0	499,217	59.2
2025	250,000	29.6	250,000	29.7
Total non-current liabilities	749,726	88,6	749,217	88.9

	846,443	100.0	842,996	100.0

Debit commitments

The maintenance of the contractual maturity of debentures at their original maturities is subject to covenants, which are calculated annually. The main assumptions adopted in this calculation are described in the Financial Statements as of December 31, 2022. Additionally, the Company complied with all debt commitments in the period applicable on December 31, 2022.

15.

Suppliers

The balance of this account comprises the following amounts:

Composition

	June 30, 2023		December 31, 2022
Local suppliers		172,589		215,593
Related parties (note 20)		31,429		13,781
Copyright		9,349		21,273
		213,367		250,647

Reverse Factoring (i)		230,243		155,469

(i)

As of June 30, 2023, the balance of reverse factoring was R$ 230,243 (R$ 155,469 as of December 31, 2022), and the discount rates of assignment operations carried out by our suppliers with financial institutions had a weighted average of 1.25% per month (as of December 31, 2022, the weighted average was 1.27% per month) and a maximum payment term of 360 days. The balance is initially recognized net of the present value adjustment, which is subsequently recognized as a financial expense.

Vasta Platform Limited

Unaudited Condensed Interim Consolidated

Financial Statements as of six-months period ended June 30, 2023

In thousands of R$, unless otherwise stated

16.

Lease liabilities

	June 30, 2023			June 30, 2022
Opening balance		140,563			160,542
Additions for new lease agreements		8,511			1,268
Renegotiation		-			19,781
Cancelled contracts		(2,533	)		(2,591	)
Interest		6,260			7,290
Payment of interest		(7,086	)		(7,158	)
Payment of principal		(13,918	)		(13,727	)
Closing balance		131,797			165,405
Current liabilities		23,635			32,016
Non-current liabilities		108,162			133,389
		131,797			165,405

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.

The Company recognized rent expense from short-term leases and low-value assets of R$ 17,705 for the six-months period ended June 30, 2023 (R$ 13,657 as of June 30, 2022).

17.

Contractual obligations and deferred income

	June 30, 2023		December 31, 2022
Refund liability (i)		41,798		51,533
Contract of exclusivity for processing payroll		395		587
Deferred income in leaseback agreement		3,689		4,075
Other contractual obligations		852		1,657
Current		46,734		57,852

(i)

Refers to the customer’s right to return products, as mentioned in Note 10, the Company business cycle is from October to September for each year, being the provision reduced in the end of business cycle and estimated in the fourth quarter.

18.

Accounts payable for business combination and acquisition of associates

	June 30, 2023		December 31, 2022
Pluri		-		3,653
Mind Makers		-		7,915
Livro Fácil		-		10,516
Meritt		300		300
SEL		17,133		30,267
Redação Nota 1000		4,562		6,030
EMME		11,216		10,827
Editora De Gouges		538,092		514,299
Phidelis		12,629		16,976
Educbank		7,306		24,494
Anglo Start		382		-
		591,620		625,277
Current		34,169		73,007
Non-current		557,451		552,270
		591,620		625,277

Vasta Platform Limited

Unaudited Condensed Interim Consolidated

Financial Statements as of six-months period ended June 30, 2023

In thousands of R$, unless otherwise stated

The changes in the balance are as follows:

	June 30, 2023			December 31, 2022
Opening balance		625,277			532,313
Additions (i)		28,044			120,344
Cash payment		(4,100	)		(80,939	)
Payments in installments		(84,171	)		(11,379	)
Interest payment		(7,768	)		(603	)
Interest adjustment		34,987			65,725
Remeasurement		(649	)		(184	)
Closing balance		591,620			625,277

(i)

Composed of the purchase price of the company Start Anglo, in the amount of R$ 4,481 (as per note 5), 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 4^th 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 June 30, 2023 and December 31, 2022, are shown in the table below:

	June 30, 2023				December 31, 2022
Maturity of installments	Total		%		Total		%
In up to one year		34,169		5.8		73,007		11.7
One to two years		183,507		31.0		389,186		62.2
Two to three years		184,927		31.3		163,084		26.1
Three years on		189,017		31.9		-		-
		591,620		100.0		625,277		100.0

19.

Salaries and Social Contribution

	June 30, 2023		December 31 2022
Salaries payable		36,279		28,351
Social contribution payable (i)		17,707		25,205
Provision for vacation pay and 13^th salary		32,593		21,454
Provision for profit sharing (ii)		13,112		25,047
		99,691		100,057

(i)

Refers to the effect of social contribution over restricted share units' compensation plans issued on July 31 and November 10, 2020. The Company records the taxes over the shares on a monthly basis according to the Company’s share price.

(ii)

The provision for profit sharing is based on qualitative and quantitative metrics determined by Management.

20.

Related parties

The Company is part of Cogna Group and some of the Company’s transactions and arrangements involve entities that belong to the Cogna Group. The effect of these transactions is reflected in the Consolidated Financial 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.

Vasta Platform Limited

Unaudited Condensed Interim Consolidated

Financial Statements as of six-months period ended June 30, 2023

In thousands of R$, unless otherwise stated

The balances and transactions between the Company and its associates have been eliminated in the Company’s Unaudited Condensed Interim Consolidated Financial Statements. Additionally, the main contracts with related parties are presented in greater detail in the Consolidated Financial Statements for the year ended December 31, 2022, which did not change until the end of this quarter.

The balances and transactions between related parties are shown below:

	June 30, 2023
	Other receivables		Trade receivables (Note 9)		Indemnification asset (note 21b)		Other liabilities		Suppliers (note 15)		Bonds (note 14)
Cogna Educação S.A.		-		-		192,044		-		-		317,739
Editora Atica S.A.		-		9,964		-		-		27,558		-
Editora E Distribuidora Educacional S.A.		-		1,387		-		-		3,871		-
Maxiprint Editora Ltda.		-		43		-		-		-		-
Saraiva Educação S.A.		-		2,189		-		-		-		-
Somos Idiomas S.A.		-		329		-		-		-		-
Others		30		-		-		-		-		-
		30		13,912		192,044		-		31,429		317,739

	December 31, 2022
	Other receivables (i)		Trade receivables (Note 9)		Indemnification asset (note 21b)		Other liabilities		Suppliers (note 15)		Bonds (note 14)
Cogna Educação S.A.		-		-		180,417		-		3,828		313,531
Editora Atica S.A.		-		5,754		-		-		9,778		-
Editora E Distribuidora Educacional S.A.		1,722		19		-		-		-		-
Educação Inovação e Tecnologia S.A.		-		389		-		-		175		-
Nice Participações Ltda.		-		37		-		-		-		-
Saraiva Educação S.A.		-		749		-		-		-		-
Somos Idiomas S.A.		-		229		-		-		-		-
Others		37		-		-		54		-		-
		1,759		7,177		180,417		54		13,781		313,531

(i)

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

Vasta Platform Limited

Unaudited Condensed Interim Consolidated

Financial Statements as of six-months period ended June 30, 2023

In thousands of R$, unless otherwise stated

	June 30, 2023								June 30, 2022
Transactions held:	Revenues		Finance costs (note 14)		Cost Sharing		Sublease (note 25)		Revenues		Finance costs (note 14)		Cost Sharing		Sublease (note 25)
Cogna Educação S.A.		-		22,671		-		-		-		18,770		-		-
Editora Atica S.A.		7,257		-		1,945		4,540		4,971		-		1,194		4,177
Editora E Distribuidora Educacional S.A.		355		-		-		-		-		-		6,113		-
Editora Scipione S.A.		1,636		-		-		-		1,214		-		-		-
Nice Participações Ltda.		-				-		-
Maxiprint Editora Ltda.		4,888		-		-		-		3,655		-		-		-
Saber Serviços Educacionais S.A.		-		-		-		-		41		-		-		-
Saraiva Educacao S.A.		2,028		-		-		1,381		2,484		-		-		1,272
Somos Idiomas Ltda.		-		-		-		304		-		-		-		213
SSE Serviços Educacionais Ltda.		938		-		-		-		437		-		-		-
		17,102		22,671		1,945		6,225		12,802		18,770		7,307		5,662

Vasta Platform Limited

Unaudited Condensed Interim Consolidated

Financial Statements as of six-months period ended June 30, 2023

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 six-months period ended June 30, 2023, key management compensation, including charges and variable compensation amounted to R$ 5,269 (R$ 5,758 in June 30, 2022). The Audit Committee and Board of Directors were established in July 2020 as a result of the IPO.

The Key management personnel compensation expenses comprised the following:

	April 01, to June 30, 2023		April 01, to June 30, 2022
Short-term employee benefits		2,686		3,401
Share-based compensation plan		2,583		2,357
		5,269		5,758

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.

In connection with the acquisition of Somos Group by Cogna Group, provisions for contingent liabilities assumed by Cogna were recognized when potential non-compliance with labor and civil legislation arising from past practices of subsidiaries acquired were identified. Thus, at the acquisition date, Cogna reviewed all proceedings for which liabilities were transferred to assess whether there was a present obligation and if the fair value could be measured reliably. The contingent liabilities are composed as follows:

Composition

	June 30, 2023		December 31, 2022
Proceedings whose likelihood of loss is probable
Tax proceedings (i)		649,320		622,440
Labor proceedings (ii)		20,114		25,812
Civil proceedings		493		496
		669,927		648,748
Liabilities assumed in Business Combination
Tax proceedings		578		749
Labor proceedings (ii)		1,447		1,755
		2,025		2,504

Total of provision for tax, civil and labor losses		671,952		651,252

(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.

Vasta Platform Limited

Unaudited Condensed Interim Consolidated

Financial Statements as of six-months period ended June 30, 2023

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.

The changes in provision for the six-months periods ended June 30, 2023 and 2022 were as follows:

	December 31, 2022		Additions			Reversals			Interest			Payments			June 30, 2023
Tax proceedings		623,189		-			(992	)		27,701			-			649,898
Labor proceedings		27,567		2,344			(11,053	)		3,440			(737	)		21,561
Civil proceedings		496		58			(70	)		11			(2	)		493
Total		651,252		2,402			(12,115	)		31,152			(739	)		671,952

Finance expense				-			-			(31,114	)
General and administrative expenses				(2,399	)		11,564			-
Income tax and social contribution				-			27			-
Indemnification asset – Former owner				(3	)		524			(38	)
Total				(2,402	)		12,115			(31,152	)

	December 31, 2021		Additions			Reversals			Interest			Payments			June 30, 2022
Tax proceedings		607,084		1,019			(2,461	)		23,688			(1,019	)		628,311
Labor proceedings		38,159		253			(5,853	)		1,840			(181	)		34,218
Civil proceedings		1,607		189			(7	)		28			(160	)		1,657
Total		646,850		1,461			(8,321	)		25,556			(1,360	)		664,186

Finance expense				-			-			(25,508	)
General and administrative expenses				(1,461	)		7,474			-
Indemnification asset – Former owner				-			847			(48	)
Total				(1,461	)		8,321			(25,556	)

Judicial Deposits and Escrow Accounts

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

	June 30, 2023		December 31, 2022
Tax proceedings		1,597		2,126
Indemnification asset – Former owner		1,400		1,801
Indemnification asset – Related parties (i)		192,044		180,417
Escrow-account		-		10,515
		195,041		194,859

(i)

Refers to an indemnification asset of the seller in connection with the acquisition of Somos by Cogna Group and recognized at the date of the business combination, 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$192,044 (R$ 180,417 on December 31, 2022). This asset is indexed to CDI (Certificates of Interbank Deposits).

Vasta Platform Limited

Unaudited Condensed Interim Consolidated

Financial Statements as of six-months period ended June 30, 2023

In thousands of R$, unless otherwise stated

22.

Current and Deferred Income Tax and Social Contribution

Income tax expense is recognized at an amount determined by multiplying profit (loss) before tax for the interim reporting period by the Company’s best estimate of the weighted-average annual income tax rate expected for the full financial year, adjusted for the tax effect of certain items recognized in full in the interim period. As such, the effective rate in the Unaudited Condensed Interim Consolidated Financial statements may differ from the Consolidated estimate of the effective tax rate for the annual financial statements. The Company’s effective tax rates for the period ended June 30, 2023 and 2022 were 34% and 38% respectively (Combined nominal statutory rate of income tax and social contribution is 34%).

23.

Shareholder’s Equity

23.1.

Share Capital

The Company holds Class A shares (issued and sold in the IPO), in addition to Class B shares (owned by Cogna).

Considering the ILP exercised during 2022, in addition to the remuneration of restricted shares recognized in the same period, on June 30, 2023, the Company’s capital stock totals 83,730,367 shares (83,649,887 on December 31, 2022), of which 64,436,093 are Class B shares owned by the Cogna Group and 18,381,996 (18,213,794 on December 31, 2022) are Class A shares owned by third-parties and 912,278 shares Class A are held in treasury.

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. Below we present the movements that occurred in the six-months period ended June 30, 2023:

	Class A Shares (units)		Class B Shares (units)		Total
December 31, 2022		19,213,794		64,436,093		83,649,887
Remuneration
ILP exercised		80,480		-		80,480
June 30, 2023		19,294,274		64,436,093		83,730,367

The Company’s shareholders on June 30, 2023, are as follows:

	In units
Company Shareholders	Class A			Class B			Total
Cogna Group		-			64,436,093			64,436,093
Free Float		18,381,996			-			18,381,996
Treasury shares (Note 23.4)		912,278			-			912,278
Total (%)		23	%		77	%		83,730,367

23.2.

Loss per share

The basic loss per share is measured by dividing the profit attributable to the Company’s shareholders by the weighted average common shares outstanding during the year. The Company considers as diluted loss 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.

Vasta Platform Limited

Unaudited Condensed Interim Consolidated

Financial Statements as of six-months period ended June 30, 2023

In thousands of R$, unless otherwise stated

	April 01, to June 30, 2023			June 30, 2023			April 01, to June 30, 2022			June 30, 2022
Loss attributable to parent company		(78,611	)		(80,835	)		(74,661	)		(54,471	)
Weighted average number of ordinary shares outstanding (thousands)		83,730			83,730			83,479			83,479
Basic and diluted loss per share – R$		(0.94	)		(0.97	)		(0.89	)		(0.65	)

23.3.

Capital reserve – Share-based compensation (granted)

The Company as of June 30, 2023, had two share-based compensation plans and one bonus plan paid in restricted share units, 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 Statement of Profit or Loss for the six-months period ended June 30, 2023 was R$ 6,828, being R$ 7,032 in Shareholder’s the Equity and a credit of R$ 204 as labor charges in liabilities.

Bonus paid in restricted share units – “Premium recognized” – The Company granted and vested 101,798 shares on April, 2023 to certain members of management based on performance recognized. This program was wholly settled with the delivery of the shares. The amount provisioned and paid was R$ 1,399 (net of withholding taxes), being R$ 1,930 in Shareholder’s the Equity and a credit of R$ 531 as labor charges in liabilities.

23.4.

Vasta’s share Repurchase Program

In 2021 the Company announced that its Board of Directors has approved its first share repurchase program, or the Repurchase Program. Under the Repurchase Program, the Company may repurchase up to 1,000,000 in Class A common shares in the open market, based on prevailing market prices, or in privately negotiated transactions, over a period beginning on August 17, 2021, continuing until the earlier of the completion of the repurchase or February 17, 2022, depending upon market conditions. The Company concluded the Repurchase Program on December 10, 2021, using its existing funds to finance the repurchase, and on June 30, 2023, the Company had a balance of R$21,785 or 912,278 shares in its possession.

24.

Net Revenue from sales and Services

The breakdown of net sales of the Company for the six-months periods ended June 30, 2023, and 2022 is shown below, revenue is broken down into the categories that, according to the Company the nature, amount, timing and uncertainty of revenue through provisions as follows:

Vasta Platform Limited

Unaudited Condensed Interim Consolidated

Financial Statements as of six-months period ended June 30, 2023

In thousands of R$, unless otherwise stated

	April 01 to June 30, 2023			June 30, 2023			April 01 to June 30, 2022			June 30,2022
Content Platform and EdTech
Learning Systems
Gross revenue		274,138			552,766			177,304			417,286
Discounts		(237	)		(744	)		(4,585	)		(6,693	)
Returns		(39,483	)		(86,813	)		(30,096	)		(64,279	)
Taxes		(75	)		(163	)		(161	)		(175	)
Net revenue		234,343			465,046			142,462			346,139
Textbooks
Gross revenue		25,287			79,850			20,905			77,483
Discounts		(188	)		(188	)		(441	)		(441	)
Returns		(19,379	)		(22,948	)		(10,315	)		(12,846	)
Taxes		-			(2	)		-			(326	)
Net revenue		5,720			56,712			10,149			63,870

Complementary Education Services
Gross revenue		19,075			85,572			17,636			81,944
Discounts		(226	)		(226	)		(1	)		(1	)
Returns		(15,928	)		(27,860	)		(5,446	)		(13,328	)
Taxes		(142	)		(154	)		(222	)		(376	)
Net revenue		2,779			57,332			11,967			68,239

Other services
Gross revenue		13,066			23,707			11,710			21,392
Taxes		(1,864	)		(3,369	)		(2,478	)		(3,674	)
Net revenue		11,202			20,338			9,232			17,718

Total Content Platform & EdTech		254,044			599,428			173,810			495,966

Digital services platform
E-commerce
Gross revenue		18,205			75,994			17,581			80,852
Returns		(635	)		(728	)		(1,080	)		(4,681	)
Taxes		(218	)		(463	)		(355	)		(1,600	)
Net revenue		17,352			74,803			16,146			74,571

Total Digital Services		17,352			74,803			16,146			74,571

Total
Gross revenue		349,771			817,889			245,136			678,957
Discounts		(651	)		(1,158	)		(5,027	)		(7,135	)
Returns		(75,425	)		(138,349	)		(46,937	)		(95,134	)
Taxes		(2,299	)		(4,151	)		(3,216	)		(6,151	)
Net revenue		271,396			674,231			189,956			570,337

Sales		260,205			653,893			180,339			552,225
Service		11,191			20,338			9,617			18,312
Net revenue		271,396			674,231			189,956			570,537

Vasta Platform Limited

Unaudited Condensed Interim Consolidated

Financial Statements as of six-months period ended June 30, 2023

In thousands of R$, unless otherwise stated

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. Purchases through the 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.

25.

Costs and Expenses by Nature

	April 01, to June 30, 2023			June 30, 2023			April 01, to June 30, 2022			June 30, 2022
Raw materials and productions costs		(59,221	)		(152,616	)		(29,443	)		(100,975	)
Salaries and payroll charges		(69,893	)		(145,925	)		(74,693	)		(147,173	)
Depreciation and amortization		(69,823	)		(140,608	)		(67,606	)		(131,892	)
Advertising and publicity		(28,547	)		(44,422	)		(21,914	)		(49,386	)
Copyright		(14,934	)		(40,222	)		(12,803	)		(33,566	)
Editorial cost		(11,308	)		(29,621	)		(8,096	)		(20,374	)
Net adjustment of price in accounts payable for business combination (note 18)		(23,562	)		(23,562	)		-			-
Other general, administrative and commercial expenses, net		(21,376	)		(20,431	)		707			1,641
Rent and condominium fees		(3,249	)		(17,705	)		(3,500	)		(13,657	)
Third-party services		(2,701	)		(14,414	)		(19,863	)		(23,652	)
Consulting and advisory services		(10,096	)		(14,131	)		(5,096	)		(15,953	)
Travel		(9,273	)		(12,856	)		(8,173	)		(12,144	)
Impairment losses on trade receivables		(1,028	)		(11,408	)		(3,543	)		(12,439	)
Utilities, cleaning and security		(4,021	)		(8,196	)		(5,200	)		(11,705	)
(Provision) reversal for obsolete inventories		(4,217	)		(7,240	)		670			(6,110	)
Material		(812	)		(1,140	)		(1,299	)		(2,757	)
Taxes and contributions		(387	)		(387	)		(530	)		(530	)
Income from lease and sublease agreements with related parties		3,066			6,225			2,702			5,662
Reversal for tax, civil and labor losses, net		4,742			9,165			751			6,860
		(326,640	)		(669,494	)		(256,929	)		(568,150	)

Cost of sales and services		(119,177	)		(274,303	)		(79,966	)		(209,203	)
Commercial expenses		(64,863	)		(115,924	)		(46,988	)		(94,921	)
General and administrative expenses		(118,091	)		(245,372	)		(127,139	)		(253,227	)
Impairment loss on accounts receivable		(1,028	)		(11,408	)		(3,543	)		(12,439	)
Other operating income		9,487			10,481			707			1,640
Other operating expenses		(32,968	)		(32,968	)		-			-
		(326,640	)		(669,494	)		(256,929	)		(568,150	)

Vasta Platform Limited

Unaudited Condensed Interim Consolidated

Financial Statements as of six-months period ended June 30, 2023

In thousands of R$, unless otherwise stated

26.

Finance result

	April 01, to June 30, 2023			June 30, 2023			April 01, to June 30, 2022			June 30, 2022
Finance income
Income from financial investments and marketable securities (i)		10,218			19,633			15,345			26,804
Income finance from contingencies		5,911			11,744			4,537			8,758
Other finance income		1,341			2,724			2,014			1,603
		17,470			34,101			21,896			37,165
Finance costs
Interest on bonds		(30,262	)		(60,853	)		(27,867	)		(51,639	)
Interest acquisition		(16,956	)		(34,987	)		(16,735	)		(29,791	)
Imputed interest on suppliers		(8,106	)		(15,180	)		(5,897	)		(8,402	)
Bank and collection fees		(1,918	)		(5,198	)		(1,506	)		(3,899	)
Interest on provision for tax, civil and labor losses		(22,630	)		(31,114	)		(14,102	)		(25,556	)
Interest on lease liabilities		(2,875	)		(6,260	)		(3,694	)		(7,290	)
Other finance costs		(7	)		(4,978	)		(101	)		(1,288	)
		(82,754	)		(158,570	)		(69,902	)		(127,865	)

Financial result (net)		(65,284	)		(124,469	)		(48,006	)		(90,700	)

(i)

Refers to income from marketable securities indexed at CDI.

27.

Segment Reporting

Information reported to the Chief Operating Decision Maker (CODM) for the purposes of resource allocation and assessment of segment performance is focused on revenue, “profit (loss) before finance result and tax”, assets and liabilities segregated by the nature of the services provided to the Company’s customers. Thus, the reportable segments are: (i) Content & EdTech Platform; and (ii) Digital Services.

The Content & EdTech platform derives its results from core and complementary educational content solutions through digital and printed content, including textbooks, learning systems and other complementary educational services.

The Digital Services aims to unify the entire school administrative ecosystem, allowing private schools to add multiple learning strategies and help them to focus on education, through the physical and digital e-commerce platform (Livro Fácil) and other digital services of the Company. Operations related to this segment began with the acquisition of Livro Fácil, and posteriory with the acquisition of EMME, which has its digital platform aimed at the production of educational marketing material for the Company's partner schools. Additionally, in January 2022, the Company acquired MVP and Phidelis.

Vasta Platform Limited

Unaudited Condensed Interim Consolidated

Financial Statements as of six-months period ended June 30, 2023

In thousands of R$, unless otherwise stated

Due to the nature of the Company’s e-commerce platform, the Content & EdTech Platform segment sells its printed and digital content to the Digital Services segment. These transactions are priced on an arm’s length basis and are to be settled in cash. However, the eliminations made in preparing the consolidated financial statements are included in the measure of the segment’s profit or loss that is used by the CODM, and therefore the amounts presented herein are net of such intersegment transactions.

The following table presents the Company’s revenue, its reconciliation to “profit (loss) before finance result and tax”, assets and liabilities by reportable segment. No other information is used by the CODM when assessing segment performance:

	April,01 to June 30, 2023									June 30, 2023
	Content & EdTech Platform			Digital Services Platform			Total			Content & EdTech Platform			Digital Services Platform			Total
Net revenue from sales and services		254,044			17,352			271,396			599,428			74,803			674,231
Cost of goods sold and services		(104,493	)		(14,684	)		(119,177	)		(205,400	)		(68,903	)		(274,303	)
Operating income (expenses)
General and administrative expenses		(117,125	)		(966	)		(118,091	)		(241,684	)		(3,688	)		(245,372	)
Commercial expenses		(62,479	)		(2,384	)		(64,863	)		(105,575	)		(10,349	)		(115,924	)
Other operating income		9,487			-			9,487			10,481			-			10,481
Other operating expenses		(32,968	)		-			(32,968	)		(32,968	)		-			(32,968	)
Impairment losses on trade receivables		(1,005	)		(23	)		(1,028	)		(11,340	)		(68	)		(11,408	)
Share of loss equity-accounted investees		-			(2,126	)		(2,126	)		(528	)		(2,126	)		(2,654	)
(Loss) profit before finance result and taxes		(54,539	)		(2,831	)		(57,370	)		12,414			(10,331	)		2,083
Assets											7,361,387			85,449			7,446,836
Current and non-current liabilities											2,839,137			47,760			2,886,897

	April,01 to June 30, 2022									June 30, 2022
	Content & EdTech Platform			Digital Services Platform			Total			Content & EdTech Platform			Digital Services Platform			Total
Net revenue from sales and services		171,384			18,572			189,956			495,965			74,572			570,537
Cost of goods sold and services		(65,928	)		(14,038	)		(79,966	)		(148,950	)		(60,253	)		(209,203	)
Operating income (expenses)
General and administrative expenses		(121,554	)		(5,585	)		(127,139	)		(243,748	)		(9,479	)		(253,227	)
Commercial expenses		(45,695	)		(1,293	)		(46,988	)		(84,328	)		(10,593	)		(94,921	)
Other operating income		733			(26	)		707			1,666			(26	)		1,640
Impairment losses on trade receivables		(3,543	)		-			(3,543	)		(12,439	)		-			(12,439	)
(Loss) profit before finance result and taxes		(64,603	)		(2,370	)		(66,973	)		8,166			(5,779	)		2,387
Assets											7,299,100			118,877			7,417,977
Current and non-current liabilities											2,739,602			57,024			2,796,626

The Segments’ profit represents the profit earned by each segment without finance results and income tax expense. This is the measure reported to the CODM for the purpose of resource allocation and assessment of segment performance.

The Company operates in Brazil, with no revenue from foreign customers. Additionally, no single customer contributed 10% or more to the Company’s segments revenue for the six-months periods ended June 30, 2023, and 2022.

Vasta Platform Limited

Unaudited Condensed Interim Consolidated

Financial Statements as of six-months period ended June 30, 2023

In thousands of R$, unless otherwise stated

28.

Non-cash transactions

Non-cash transactions for the six-months period ended June 30, 2023 are: (i) Additions of right of use assets and lease liabilities in the amount of R$ 8,511 (note 16), (ii) Disposals of contracts of right of use assets and lease liabilities in the amount of R$ 2,533 (note 16), and (iii) Accounts payable assumed in the acquisition of Escola Start, during year 2023, in the amount of R$ 1,466, net of the percentage acquired (note 5).

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

Guilherme Melega

Chief Executive Officer

Cesar Augusto Silva

Chief Financial Officer

Marcelo Vieira Werneck

Accountant - CRC: RJ – 091570/0-1

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