Natura &Co Holding S.A.
Interim Accounting Information ("ITR") Individual and Consolidated
For the six-month periods ended June 30, 2025 and 2024 Independent Auditor's Report
Deloitte Touche Tohmatsu Av. Dr. Chucri Zaidan, 1.240 -
4º ao 12º andares - Golden Tower 04711-130 - São Paulo - SP
Brazil
Tel.: + 55 (11) 5186-1000
Fax: + 55 (11) 5181-2911
https://www.deloitte.com.br
(Convenience Translation into English from the Original Previously Issued in Portuguese) REPORT ON REVIEW OF INDIVIDUAL AND CONSOLIDATED INTERIM FINANCIAL INFORMATION
To the Shareholders and Management of Natura CCo Holding S.A.
IntroductionWe have reviewed the accompanying individual and consolidated interim financial information of Natura CCo Holding S.A. ("Company"), included in the Interim Financial Information Form, for the quarter ended June 30, 2025, which comprises the balance sheet as at June 30, 2025 and the related statements of profit and loss and of comprehensive income for the three and six-month periods then ended and of changes in equity and of cash flows for the six-month period then ended, including the explanatory notes.
Management is responsible for the preparation of the individual and consolidated interim financial information in accordance with technical pronouncement CPC 21 (R1) - Interim Financial Reporting and international standard IAS 34 - Interim Financial Reporting, issued by the International Accounting Standards Board - IASB, as well as for the presentation of such information in accordance with the standards issued by the Brazilian Securities and Exchange Commission (CVM), applicable to the preparation of Interim Financial Information. Our responsibility is to express a conclusion on this interim financial information based on our review.
Scope of reviewWe conducted our review in accordance with Brazilian and international standards on review of interim financial information (NBC TR 2410 and ISRE 2410 - Review of Interim Financial Information Performed by the Independent Auditor of the Entity, respectively). A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with the standards on auditing and, consequently, does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Conclusion on the individual and consolidated interim financial informationBased on our review, nothing has come to our attention that causes us to believe that the accompanying individual and consolidated interim financial information included in the Interim Financial Information referred to above was not prepared, in all material respects, in accordance with technical pronouncement CPC 21 (R1) and international standard IAS 34, applicable to the preparation of Interim Financial Information, and presented in accordance with the standards issued by the CVM.
Deloitte refers to one or more of Deloitte Touche Tohmatsu Limited (DTTL), its global network of member firms, and their related entities (collectively, the "Deloitte organization"). DTTL (also referred to as "Deloitte Global") and each of its member firms and related entities are legally separate and independent entities, which cannot obligate or bind each other in respect of third parties. DTTL and each DTTL member firm and related entity is liable only for its own acts and omissions, and not those of each other. DTTL does not provide services to clients. Please see https://www.deloitte.com/about to learn more.
Deloitte provides leading professional services to nearly 90% of the Fortune Global 500® and thousands of private companies. Our people deliver measurable and lasting results that help reinforce public trust in capital markets and enable clients to transform and thrive. Building on its 180-year history, Deloitte spans more than 150 countries and territories. Learn how Deloitte's approximately 460,000 people worldwide make an impact that matters at https://www.deloitte.com.
Other matters
Statements of value added
The aforementioned interim financial information includes the individual and consolidated statements of value added (DVA) for the six-month period ended June 30, 2025, prepared under the responsibility of the Company's Management and disclosed as supplementary information for the purposes of international standard IAS 34.
These statements have been subject to review procedures performed in conjunction with the review of the Interim Financial Information to reach a conclusion on whether they are reconciled with the interim financial information and the accounting records, as applicable, and if their form and content are in accordance with the criteria defined in technical pronouncement CPC 09 (R1) - Statement of Value Added. Based on our review, nothing has come to our attention that causes us to believe that these statements of value added were not prepared, in all material respects, in accordance with the criteria set out in such technical pronouncement and consistently with respect to the individual and consolidated interim financial information taken as a whole.
Corresponding figures examined and reviewed by another independent auditor
The corresponding figures of the balance sheet as at December 31, 2024, presented for comparison purposes, were previously audited by other independent auditors, who issued an independent auditor's report on the financial statements, without modification, dated August 11, 2025. The corresponding figures of statements of profit and loss and of comprehensive income for the three- and six-month periods ended June 30, 2024 and of changes in equity and of cash flows, for the for the six-month period then ended, presented for comparison purposes, were reviewed by other independent auditors, who issued a report on the review of quarterly information, without modification, dated August 11, 2025.
São Paulo, August 11, 2025
DELOITTE TOUCHE TOHMATSU Vagner Ricardo Alves
Auditores Independentes Ltda. Engagement Partner
50231FTA_50183_
NATURA &CO HOLDING S.A.
STATEMENT OF FINANCIAL POSITION AS OF JUNE 30, 2025 AND DECEMBER 31, 2024
(In thousands of Brazilian reais - R$)
ASSETS | Note | Paren June 30, 2025 | t December 31, 2024 | Consol June 30, 2025 | idated December 31, 2024 | LIABILITIES AND SHAREHOLDERS' EQUITY | Note | Par June 30, 2025 | ent December 31, 2024 | Consoli June 30, 2025 | dated December 31, 2024 | |
CURRENT | CURRENT | |||||||||||
Cash and cash equivalents | 7 | 2,186 | 7,601 | 1,335,137 | 2,641,683 | Borrowings, financing and debentures | 20 | - | - | 88,276 | 55,890 | |
Short-term investments | 8 | - | 43,740 | 1,007,323 | 1,816,443 | Lease liability | 18 | - | 9 | 183,399 | 207,245 | |
Trade accounts receivable | 9 | - | - | 4,527,103 | 5,280,765 | Trade accounts payable and reverse factoring operations | 21 | 6,399 | 44,310 | 5,031,727 | 6,341,783 | |
Trade accounts receivable - Related parties | 33 | 158,534 | 274,417 | - | - | Suppliers - related parties | 33 | 441,976 | 227,786 | - | - | |
Inventories | 10 | - | - | 3,021,479 | 3,378,152 | Dividends and interest on equity payable | 24 | 728 | 1,414 | 728 | 1,414 | |
Recoverable taxes | 11 | - | - | 906,339 | 728,983 | Salaries, profit sharing and social charges | 33,404 | 54,930 | 650,197 | 1,200,874 | ||
Income tax and social contribution | 36,310 | 50,391 | 234,323 | 305,936 | Tax obligations | 22 | 22,708 | 44,948 | 502,126 | 674,354 | ||
Derivative financial instruments | 6 | - | - | 65,504 | 342,945 | Income tax and social contribution | - | - | 79,228 | 57,218 | ||
Other current assets | 14 | 4,906 | 13,774 | 494,247 | 644,640 | Derivative financial instruments | 6 | - | - | 340,137 | 147,480 | |
Provision for tax, civil and labor risks | 23 | - | - | 11,920 | 19,950 | |||||||
Other current liabilities | 24 | 2,092 | 18,318 | 317,142 | 901,281 | |||||||
Total current assets | 201,936 | 389,923 | 11,591,455 | 15,139,547 | 507,307 | 391,715 | 7,204,880 | 9,607,489 | ||||
Non-current assets held for sale | 19 | - | - | 7,280,495 | - | Liabilities related to non-current assets held for sale | 19 | - | - | 4,015,550 | - | |
Total current assets | 201,936 | 389,923 | 18,871,950 | 15,139,547 | Total current liabilities | 507,307 | 391,715 | 11,220,430 | 9,607,489 | |||
NON-CURRENT Accounts receivable - sale of subsidiary | 6 | - | - | 425,055 | 427,753 | NON-CURRENT Borrowings, financing and debentures | 20 | - | - | 6,270,844 | 6,786,795 | |
Recoverable taxes | 11 | - | - | 549,500 | 648,250 | Obligations with senior quota holders in Natura Pay FIDC | 37 | - | - | 351,763 | 353,489 | |
Deferred income tax and social contribution | 12 | 37,211 | 58,017 | 1,718,833 | 1,905,164 | Lease liabilities | 18 | - | 355 | 394,759 | 769,587 | |
Judicial deposits | 13 | - | - | 576,127 | 544,100 | Salaries, profit sharing and social charges | 1,047 | 3,773 | 22,740 | 118,077 | ||
Derivative financial instruments | 6 | - | - | 86,144 | 46,276 | Tax obligations | 22 | - | - | 176,921 | 176,813 | |
Long-term investments | 8 | - | - | 25,285 | 28,692 | Deferred income tax and social contribution | 12 | - | - | 135,029 | 1,465,143 | |
Other non-current assets | 14 | - | - | 97,080 | 1,377,722 | Income tax and social contribution | - | - | 126,932 | 417,503 | ||
Provision for tax, civil and labor risks | 23 | 1,192 | 1,154 | 858,303 | 993,366 | |||||||
Other non-current liabilities | 24 | 129 | 258 | 263,894 | 881,927 | |||||||
Total non-current assets | 37,211 | 58,017 | 3,478,024 | 4,977,957 | Total non-current liabilities | 2,368 | 5,540 | 8,601,185 | 11,962,700 | |||
TOTAL LIABILITIES | 509,675 | 397,255 | 19,821,615 | 21,570,189 | ||||||||
SHAREHOLDERS' EQUITY | ||||||||||||
Investments | 15 | 15,314,218 | 15,893,444 | - | - | Capital stock | 25 | 12,490,035 | 12,484,515 | 12,490,035 | 12,484,515 | |
Property, plant and equipment | 16 | - | - | 2,465,904 | 3,898,167 | Treasury shares | - | (19,991) | - | (19,991) | ||
Intangible | 17 | - | - | 9,364,179 | 12,456,185 | Capital reserves | 10,365,739 | 10,481,255 | 10,365,739 | 10,481,255 | ||
Accumulated losses | (8,572,306) | (8,616,601) | (8,572,306) | (8,616,601) | ||||||||
Equity appraisal adjustment | 760,222 | 1,615,272 | 760,222 | 1,615,272 | ||||||||
Total non-current assets | 15,351,429 | 15,951,782 | 15,992,623 | 22,375,271 | Shareholders' equity attributed to the Company's shareholders | 15,043,690 | 15,944,450 | 15,043,690 | 15,944,450 | |||
Non-controlling interest in shareholders' equity of subsidiaries | - | - | (732) | 179 | ||||||||
Total shareholders' equity | 15,043,690 | 15,944,450 | 15,042,958 | 15,944,629 | ||||||||
TOTAL ASSETS | 15,553,365 | 16,341,705 | 34,864,573 | 37,514,818 | TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | 15,553,365 | 16,341,705 | 34,864,573 | 37,514,818 |
*The accompanying notes are an integral part of the Interim Accounting Information.
STATEMENT OF PROFIT OR LOSS
FOR THE SIX-MONTH PERIODS ENDED JUNE 30, 2025 AND 2024
Consolidated | |
April 01, 2025 to June 30, 2025 | April 01, 2024 to June 30 2024 |
(In thousands of Brazilian reais - R$, except for earnings per share)
Parent Parent | Consolidated | |||||||||||||
Note | April 01, 2025 to | April 01, 2024 to | January 01, 2025 | January 01, 2024 | January 01, 2025 to | January 01, 2024 to | ||||||||
June 30, 2025 | June 30 2024 | to June 30, 2025 | to June 30, 2024 | June 30, 2025 | June 30, 2024 | |||||||||
NET REVENUE | 27 | - | - | - | - | 4,150,831 | 5,784,019 | 10,830,264 | 10,366,818 | |||||
Cost of sales | 28 | - | - | - | - | (1,331,463) | (1,992,258) | (3,584,803) | (3,544,714) | |||||
GROSS PROFIT | - | - | - | - | 2,819,368 | 3,791,761 | 7,245,461 | 6,822,104 | ||||||
OPERATING (EXPENSES) INCOME | ||||||||||||||
Selling, marketing and logistics expenses | 28 | - | - | - | - | (1,510,139) | (2,319,249) | (4,301,607) | (4,143,954) | |||||
Administrative, R&D, IT and project expenses | 28 | (83,882) | (52,423) | (103,364) | (91,473) | (550,102) | (833,950) | (1,599,613) | (1,522,128) | |||||
Impairment loss on trade receivables | 9 | - | - | - | - | (123,411) | (127,943) | (288,068) | (257,536) | |||||
Equity income result | 15 | 304,867 | (696,710) | 165,756 | (790,926) | - | - | - | - | |||||
Other operating income (expenses), net | 31 | (931) | 4 | 36,462 | (469) | (16,524) | (42,503) | (177,989) | 4,463 | |||||
OPERATING (LOSS) PROFIT BEFORE FINANCIAL RESULTS | 220,054 | (749,129) | 98,854 | (882,868) | 619,192 | 468,116 | 878,184 | 902,949 | ||||||
Financial results | 30 | (20,899) | (8,654) | (33,903) | (3,617) | (76,876) | (390,754) | (327,812) | (475,137) | |||||
PROFIT (LOSS) BEFORE INCOME TAX AND | ||||||||||||||
SOCIAL CONTRIBUTION | 199,155 | (757,783) | 64,951 | (886,485) | 542,316 | 77,362 | 550,372 | 427,812 | ||||||
Income tax and social contribution | 12 | (4,235) | (79,164) | (20,656) | (115,872) | 4,560 | (950,225) | (154,943) | (1,166,184) | |||||
PROFIT (LOSS) FOR THE PERIODS FROM CONTINUING OPERATIONS | 194,920 | (836,947) | 44,295 | (1,002,357) | 546,876 | (872,863) | 395,429 | (738,372) | ||||||
DISCONTINUED OPERATIONS | ||||||||||||||
PROFIT (LOSS) FROM DISCONTINUED OPERATIONS | - | (21,967) | - | (791,373) | (352,045) | 13,773 | (352,045) | (1,055,844) | ||||||
PROFIT (LOSS) FOR THE PERIODS | 194,920 | (858,914) | 44,295 | (1,793,730) | 194,831 | (859,090) | 43,384 | (1,794,216) | ||||||
ATTRIBUTABLE TO | ||||||||||||||
The Company´s shareholders | 194,920 | (858,914) | 44,295 | (1,793,730) | 194,920 | (858,914) | 44,295 | (1,793,730) | ||||||
Non-controlling shareholders | - | - | - | - | (89) | (176) | (911) | (486) | ||||||
NET INCOME (LOSS) FOR THE PERIODS PER SHARE - R$ | ||||||||||||||
Basic | 32 | 0.1409 | (0.6209) | 0.0321 | (1.2974) | 0.1409 | (0.6209) | 0.0321 | (1.2974) | |||||
Diluted | 32 | 0.1408 | (0.6209) | 0.0320 | (1.2974) | 0.1408 | (0.6209) | 0.0320 | (1.2974) | |||||
*The accompanying notes are an integral part of the Interim Accounting Information. | ||||||||||||||
STATEMENT OF COMPREHENSIVE INCOME
FOR THE SIX-MONTH PERIODS ENDED JUNE 30 2025 AND 2024
(In thousands of Brazilian reais - R$)
Parent Parent Consolidated | Consolidated | ||||||||||||||
Note | April 01, 2025 to | 01 April, 2024 to | January 01, 2025 | January 01, | April 01, 2025 | 01 April, 2024 | January 01, | January 01, 2024 | |||||||
June 30, 2025 | June 30, 2024 | to June 30, 2025 | 2024 to June | to June 30, | to June 30, | 2025 to June 30, | to June 30, 2024 | ||||||||
(LOSS) PROFIT FOR THE PERIODS Other comprehensive income (loss) to be reclassified to income statement in subsequent periods: | 194,920 | (858,914) | 44,295 | (1,793,730) | 194,831 | (859,090) | 43,384 | (1,794,216) | |||||||
Conversion of financial statements of controlled companies abroad | 15 | (530,578) | 851,802 | (960,877) | 1,226,865 | (530,578) | 853,189 | (960,877) | 1,228,050 | ||||||
Exchange rate effect on the conversion from hyperinflationary economy | 15 | 98,118 | 87,388 | 180,570 | 387,502 | 98,118 | 87,388 | 180,570 | 387,502 | ||||||
Earnings (losses) from cash flow hedge operations | 6.1 | - | - | - | - | (45,586) | 31,068 | (101,719) | 57,029 | ||||||
Tax effects on earnings (losses) from cash flow hedge operations | 12 | - | - | - | - | 10,459 | (12,100) | 26,976 | (17,850) | ||||||
Equity in earnings (losses) from cash flow hedge operations | 6.1 | (45,586) | 31,068 | (101,719) | 57,029 | - | - | - | - | ||||||
Equity in tax effects on earnings (losses) from cash flow hedge operations | 12 | 10,459 | (12,100) | 26,976 | (17,850) | - | - | - | - | ||||||
Other comprehensive income (loss) not reclassified for the income (loss) of the periods in subsequent periods: | |||||||||||||||
Actuarial earnings (losses) | - | - | - - | - | - | - (1,892) | |||||||||
Tax effects on earnings (losses) from actuarial | - | - | - - | - | - | - (4,815) | |||||||||
Equity on actuarial earnings (losses) | - | - | - (1,892) | - | - | - - | |||||||||
Equivalence on the tax effects of actuarial losses | - | - | - (4,815) | - | - | - - | |||||||||
Comprehensive loss for the periods, net of tax effects | (272,667) | 99,244 | (810,755) | (146,891) | (272,756) | 100,455 | (811,666) | (146,192) | |||||||
ATTRIBUTABLE TO | |||||||||||||||
The Company´s shareholders | (272,667) | 99,244 | (810,755) | (146,891) | (272,667) | 99,244 | (810,755) | (146,891) | |||||||
Noncontrolling shareholders | - | - | - | - | (89) | 1,211 | (911) | 699 | |||||||
(272,667) | 99,244 | (810,755) | (146,891) | (272,756) | 100,455 | (811,666) | (146,192) | ||||||||
*The accompanying notes are an integral part of the Interim Accounting Information.
NATURA &CO HOLDING S.A.
STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
FOR THE SIX-MONTH PERIODS ENDED JUNE 30, 2025 AND 2024
(In thousands of Brazilian reais - R$)
Note
Capital Reserves | Equity appraisal adjustment | |||||||||||
Capital stock | Treasury shares | Share premium | Special reserve | Additional paid-in capital | Loss from transactions with non-controlling shareholders | Legal profit reserve Retained earnings | Accumulated losses | Capital transactions | Other comprehensive income (loss) | Shareholders' equity attributed to controlling shareholders | Non-controlling shareholders | Total shareholders' equity |
BALANCES AS OF DECEMBER 31, 2023 | 12,484,515 | (164,236) | 9,894,936 | 362,059 | 301,572 | - | 780,308 | - | 616,475 | (1,172,390) | 23,103,239 | 17,226 | 23,120,465 | ||||||||||||||||||||||||||
Loss for the period | - | - | - | - | - | - | - | (1,793,730) | - | - | (1,793,730) | (486) | (1,794,216) | ||||||||||||||||||||||||||
Exchange rate effect on the conversion from hyperinflationary economy | - | - | - | - | - | - | - | - | - | 387,502 | 387,502 | - | 387,502 | ||||||||||||||||||||||||||
Other comprehensive income (loss) | - | - | - | - | - | - | - | - | - | 1,259,337 | 1,259,337 | 1,185 | 1,260,522 | ||||||||||||||||||||||||||
Total comprehensive income (loss) for the periods | - | - | - | - | - | - | - | (1,793,730) | - | 1,646,839 | (146,891) | 699 | (146,192) | ||||||||||||||||||||||||||
Transactions in stock and restricted shares option plans: | |||||||||||||||||||||||||||||||||||||||
Provision for stock and restricted shares option plans | - | - | - | - | 15,122 | - | - | - | - | - | 15,122 | - | 15,122 | ||||||||||||||||||||||||||
Exercise of stock and restricted shares option plans | - | 109,324 | - | - | (118,930) | - | - | - | - | - | (9,606) | - | (9,606) | ||||||||||||||||||||||||||
Income tax on shares option plans | - | - | - | - | 26,992 | - | - | - | - | - | 26,992 | - | 26,992 | ||||||||||||||||||||||||||
Transfer of grant plans to labor obligations due to the conversion of ADRs into Phantom shares | - | - | - | - | (21,138) | - | - | - | - | - | (21,138) | - | (21,138) | ||||||||||||||||||||||||||
Distribution of additional dividends for the 2023 financial year | - | - | - | - | - | - | (685,190) | - | - | - | (685,190) | - | (685,190) | ||||||||||||||||||||||||||
Distribution of Interest on Equity | - | - | - | - | - | - | (44,853) | - | - | - | (44,853) | - | (44,853) | ||||||||||||||||||||||||||
BALANCES AS OF JUNE 30, 2024 | 12,484,515 | (54,912) | 9,894,936 | 362,059 | 203,618 | - | 50,265 | (1,793,730) | 616,475 | 474,449 | 22,237,675 | 17,925 | 22,255,600 | ||||||||||||||||||||||||||
BALANCES AS OF DECEMBER 31, 2024 (originally presented) | 12,484,515 | (19,991) | 9,894,936 | 362,059 | 224,260 | - | - | (8,879,594) | 616,475 | 988,748 | 15,671,408 | 179 | 15,671,587 | ||||||||||||||||||||||||||
Restatement adjustments: | |||||||||||||||||||||||||||||||||||||||
Fair value adjustments in the business combination with ACL at the acquisition date | - | - | - | - | - | - | - | 262,993 | - | - | 262,993 | - | 262,993 | ||||||||||||||||||||||||||
Other comprehensive income | - | - | - | - | - | - | - | - | - | 10,049 | 10,049 | - | 10,049 | ||||||||||||||||||||||||||
BALANCES AS OF DECEMBER 31, 2024 (restated) | 12,484,515 | (19,991) | 9,894,936 | 362,059 | 224,260 | - | - | (8,616,601) | 616,475 | 998,797 | 15,944,450 | 179 | 15,944,629 | ||||||||||||||||||||||||||
Profit for the period | - | - | - | - | - | - | - | 44,295 | - | - | 44,295 | (911) | 43,384 | ||||||||||||||||||||||||||
Other comprehensive income | - | - | - | - | - | - | - | - | - | (855,050) | (855,050) | - | (855,050) | ||||||||||||||||||||||||||
Total result for the period | - | - | - | - | - | - | - | 44,295 | - | (855,050) | (810,755) | (911) | (811,666) | ||||||||||||||||||||||||||
Movement of stock option plans and restricted shares: | |||||||||||||||||||||||||||||||||||||||
Provision for stock and restricted shares option plans | - | - | - | - | 37,532 | - | - | - | - | - | 37,532 | - | 37,532 | ||||||||||||||||||||||||||
Exercise of stock and restricted shares option plans | - | 19,991 | - | - | (11,728) | - | - | - | - | - | 8,263 | - | 8,263 | ||||||||||||||||||||||||||
Capital increase | 25.1 | 5,520 | - | - | - | - | - | - | - | - | - | 5,520 | - | 5,520 | |||||||||||||||||||||||||
Share buyback | 25.2 | - | (141,320) | - | - | - | - | - | - | - | - | (141,320) | - | (141,320) | |||||||||||||||||||||||||
Early cancellation of the treasury stock program | 25.2 | - | 141,320 | - | - | (141,320) | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||
BALANCES AS OF JUNE 30, 2025 | 12,490,035 | - | 9,894,936 | 362,059 | 108,744 | - | - | (8,572,306) | 616,475 | 143,747 | 15,043,690 | (732) | 15,042,958 |
*The accompanying notes are an integral part of the Interim Accounting Information.
NATURA &CO HOLDING S.A.
STATEMENT OF CASH FLOWS
FOR THE SIX-MONTH PERIODS ENDED JUNE 30, 2025 AND 2024
(In thousands of Brazilian reais - R$)
Note
Parent June 30, 2025 June 30, 2024
Consolidated June 30, 2025 June 30, 2024
CASH FLOW FROM OPERATING ACTIVITIES
Loss (profit) for the periods 44,295 (1,793,730) 43,384 (1,794,216)
Adjustments to reconcile the loss for the year with the net cash (used in) generated by operating activities:
Depreciation and amortization 16, 17 and 18 172 206 429,045 445,458
Gains from interest and exchange rate variations on securities (620) (9,404) (6,356) (219,113) Losses arising from transactions with swap and forward derivatives 6 - 8,563 391,596 70,782
Increase in provision for tax, civil and labor risks 23 - - 54,025 17,990
Monetary update of judicial deposits 13 - - (19,525) (13,486)
Monetary adjustment of the provision for tax, civil and labor risks 23 38 35 21,678 27,527
Income tax and social contribution 20,656 115,872 154,943 1,156,806
Result on sale and write-off of fixed and intangible assets 16, 17 and 18 - - 35,085 15,566 Equity income result 15 (165,756) 790,926 - -
Interest and exchange rate variations on leases 18 16 50 52,267 47,320 Interest, exchange rate variation on loans, financing and debentures, net of funding costs 20 - - 281,545 224,378 Provision (reversal) for losses on property, plant and equipment, intangible assets and leases - - - (1,771) Increase (provision) for reversal of stock option grant plans (10,779) (4,253) 13,097 16,346 Expected credit losses, net of reversals 9 - - 286,503 257,388
Losses on realization of inventories, net of reversals 10 - - 111,989 118,668 Effect of hyperinflationary economy - - 21,480 387,502
Tax credits - - (61,712) -
Gain from interest and exchange rate variation on receivables from related parties 17,637 - - -Adjustment to the fair value of receivables associated with loss of control of an associated company (36,462) - - -FIDC Remuneration - - (1,726) -
Loss of profits CD Canoas - - (15,000) -
(130,803) | (891,735) | 1,758,291 | 755,698 | |||
(INCREASE) REDUCTION IN ASSETS | ||||||
Accounts receivable from customers and related parties | 22,909 | (204,447) | (169,776) | (1,349,672) | ||
Stocks | - | - | (632,912) | (848,561) | ||
Taxes to be recovered | - | 52,367 | (135,716) | 114,239 | ||
Other assets | 8,868 | 8,624 | (198,661) | (183,452) | ||
Subtotal | 31,777 | (143,456) | (1,137,065) | (2,267,446) | ||
INCREASE (REDUCTION) IN LIABILITIES | ||||||
Suppliers, reverse factoring operations and related parties | 176,279 | (180,635) | 310,811 | 411,523 | ||
Salaries, profit sharing and social charges, net | (24,252) | (16,340) | (251,386) | (16,079) | ||
Tax obligations | (8,159) | (59,326) | (55,963) | 4,810 | ||
Other liabilities | (16,408) | (56,866) | (107,978) | (192,798) | ||
Subtotal | 127,460 | (313,167) | (104,516) | 207,456 | ||
CASH GENERATED BY (USED IN) OPERATING ACTIVITIES | 28,434 | (1,348,358) | 516,710 | (1,304,292) | ||
OTHER CASH FLOWS FROM OPERATIONAL ACTIVITIES | ||||||
Income tax and social contribution payments | - | (21,299) | (134,167) | (370,918) | ||
Judicial deposits made, net of withdrawals | 13 and 23 | - | (3) | (17,895) | 11,441 | |
Payments related to tax, civil and labor proceedings | 23 | - | - | (78,628) | (84,731) | |
Payment of funds for settlement of derivative transactions | - | - | (9,313) | (120,228) | ||
Payment of interest on leases | 18 | (16) | (50) | (51,661) | (46,632) | |
Payment of interest on loans, financing and debentures | 20 | - | - | (233,449) | (307,463) | |
Operating activities - discontinued operations | - | 781,068 | (1,410,431) | (360,898) | ||
CASH GENERATED (USED) IN OPERATIONAL ACTIVITIES | 28,418 | (588,642) | (1,418,834) | (2,583,721) | ||
CASH FLOW FROM INVESTMENT ACTIVITIES | ||||||
Additions of fixed assets and intangible assets | - | - | (165,419) | (198,299) | ||
Receipt from the sale of fixed and intangible assets | - | - | - | 9,380 | ||
Application in securities | (136,750) | (1,392,421) | (9,697,823) | (14,966,465) | ||
Redemption of securities | 180,128 | 2,968,776 | 10,250,584 | 17,158,799 | ||
Redemption of interest on securities | 982 | 12,948 | 44,467 | 176,383 | ||
Receipt of dividends from subsidiaries | 15 | 111,799 | 1,333,023 | - | - | |
Capital increase in subsidiaries Investment activities - discontinued operations | (73,335) - | (1,347,077) - | - - | -(37,678) | ||
CASH (GENERATED BY) USED IN INVESTING ACTIVITIES | 82,824 | 1,575,249 | 431,809 | 2,142,120 | ||
CASH FLOW FROM FINANCING ACTIVITIES | ||||||
Payment of lease liabilities - principal | 18 | (162) | (203) | (131,648) | (109,264) | |
Payment of loans, financing and debentures - principal | 20 | - | - | - | (949,914) | |
Obtaining loans, financing and debentures | 20 | - | - | 2,263 | 131,492 | |
Purchase of treasury shares, net of receipt of option exercise price | (121,329) | - | (121,329) | - | ||
Payment of dividends and interest on equity | (686) | (982,832) | (686) | (982,832) | ||
Payment of resources for settlement of operations with financial derivatives | - | - | (17,390) | (5,200) | ||
Capital increase Financing activities - discontinued operations | 5,520 - | - - | 5,520 - | -(79,034) | ||
CASH GENERATED (USED) IN FINANCING ACTIVITIES | (116,657) | (983,035) | (263,270) | (1,994,752) | ||
Effect of exchange rate variation on cash and cash equivalents | - | - | (56,251) | 281,747 | ||
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS | (5,415) | 3,572 | (1,306,546) | (2,154,606) | ||
Opening balance of cash and cash equivalents | 7,601 | 1,079 | 2,641,683 | 3,750,944 | ||
Closing balance of cash and cash equivalents | 2,186 | 4,651 | 1,335,137 | 1,596,338 | ||
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS | (5,415) | 3,572 | (1,306,546) | (2,154,606) | ||
*The accompanying notes are an integral part of the Interim Accounting Information. | ||||||
Other moves to reconcile profit - - (34,027) (1,447)
NATURA &CO HOLDING S.A.
STATEMENT OF VALUE ADDED
FOR THE SIX-MONTH PERIODS ENDED JUNE 30, 2025 AND 2024
(In thousands of Brazilian reais - R$)
Note | Parent June 30, 2025 June 30, 2024 | Consolidated June 30, 2025 June 30, 2024 | ||||||
INCOME | 36,462 | (469) | 13,673,361 | 13,419,123 | ||||
Sale of goods, products and services | - | - | 14,201,129 | 13,789,707 | ||||
Loss due to impairment of accounts receivable from customers | 9 | - | - | (288,068) | (257,537) | |||
Other operating income (expenses), net | 36,462 | (469) | (239,700) | (113,047) | ||||
GOODS ACQUIRED FROM THIRD PARTIES | (78,563) | (54,266) | (9,320,585) | (8,828,323) | ||||
Cost of products sold and services rendered | - | - | (5,396,474) | (5,174,380) | ||||
Materials, electricity, outsourced services and other | (78,563) | (54,266) | (3,924,111) | (3,653,943) | ||||
GROSS VALUE ADDED | (42,101) | (54,735) | 4,352,776 | 4,590,800 | ||||
RETENTIONS | (172) | (206) | (429,114) | (455,607) | ||||
Depreciation and amortization | 16, 17 and 18 | (172) | (206) | (429,114) | (455,607) | |||
ADDED VALUE PRODUCED BY SOCIETY | (42,273) | (54,941) | 3,923,662 | 4,135,193 | ||||
TRANSFERRED VALUE ADDED | 165,756 | (758,473) | 490,188 | 217,958 | ||||
Equity in subsidiaries | 15 | 165,756 | (790,926) | - | - | |||
Financial income | 29 | - | 32,453 | 490,188 | 217,958 | |||
ADDED VALUE TO DISTRIBUTE | 123,483 | (813,414) | 4,413,850 | 4,353,151 | ||||
DISCONTINUED OPERATIONS | - | (791,373) | 1,287,991 | 318,840 | ||||
Revenues | - | - | 3,466,217 | 3,393,464 | ||||
Inputs purchased from third parties | - | - | (2,473,623) | (2,870,435) | ||||
Retentions | - | - | (242,801) | (339,396) | ||||
Added value received in transfer | - | (791,373) | 538,198 | 135,207 | ||||
TOTAL ADDED VALUE TO BE DISTRIBUTED | 123,483 | (1,604,787) | 5,701,842 | 4,671,991 | ||||
TOTAL DISTRIBUTION OF ADDED VALUE | 123,483 | (1,604,787) | 5,701,842 | 4,671,991 | ||||
PERSONNEL AND SOCIAL CHARGES | 28 | 20,683 | 32,421 | 1,678,121 | 1,675,556 | |||
Direct remuneration | 18,656 | 31,417 | 1,238,139 | 1,280,394 | ||||
Benefit | 825 | 512 | 282,101 | 276,812 | ||||
FGTS | 1,202 | 492 | 157,881 | 118,350 | ||||
TAXES, FEES AND CONTRIBUTIONS Federal | 24,602 24,602 | 120,452 120,452 | 1,522,300 (455,036) | 2,722,872 596,298 | ||||
State | - | - | 1,977,336 | 2,126,573 | ||||
REMUNERATION OF THIRD PARTY CAPITAL | 33,903 | 36,070 | 818,000 | 693,095 | ||||
Financial expenses | 29 | 33,903 | 36,070 | 818,000 | 693,095 | |||
REMUNERATION OF EQUITY | 44,295 | (1,002,357) | 395,429 | (738,372) | ||||
Loss (profit) for the periods | 44,295 | (1,002,357) | 395,429 | (738,372) | ||||
Discontinued Operations | - | (791,373) | 1,287,992 | 318,840 | ||||
Personnel and Social Charges | - | - | 636,235 | 625,893 | ||||
Taxes, Fees and Contributions | - | - | 742,028 | 592,181 | ||||
Remuneration of third-party capital | - | - | 261,774 | 156,610 | ||||
Equity remuneration | - | (791,373) | (352,045) | (1,055,844) | ||||
*The accompanying notes are an integral part of the Interim Accounting Information. | ||||||||
INDEX OF EXPLANATORY NOTES
GENERAL INFORMATION 11
MANAGEMENT STATEMENT AND BASIS OF PRESENTATION OF THE INTERIM ACCOUNTING INFORMATION 14
SUMMARY OF MATERIAL ACCOUNTING POLICIES 19
CRITICAL ACCOUNTING ESTIMATES AND ASSUMPTIONS 19
BUSINESS COMBINATION 20
FINANCIAL RISK MANAGEMENT 23
CASH AND CASH EQUIVALENTS 27
SHORT-TERM INVESTMENTS 27
TRADE ACCOUNTS RECEIVABLE 28
INVENTORIES 29
RECOVERABLE TAXES 30
INCOME TAX AND SOCIAL CONTRIBUTION 30
JUDICIAL DEPOSITS 31
OTHER CURRENT AND NON-CURRENT ASSETS 32
INVESTMENTS 33
PROPERTY, PLANT AND EQUIPMENT 35
INTANGIBLE ASSETS 37
RIGHT OF USE AND LEASE LIABILITIES 39
NON-CURRENT ASSETS HELD FOR SALE 42
BORROWING, FINANCING AND DEBENTURES 44
TRADE ACCOUNTS PAYABLE AND REVERSE FACTORING OPERATIONS 45
TAX LIABILITES 46
PROVISION FOR TAX, CIVIL AND LABOR RISKS 47
SHAREHOLDERS' EQUITY 49
INFORMATION ON SEGMENTS 50
REVENUE 52
OPERATING EXPENSES AND COST OF SALES 52
EMPLOYEE BENEFITS 53
FINANCIAL RESULTS 53
OTHER OPERATING INCOME (EXPENSE), NET 54
EARNINGS PER SHARE 54
RELATED PARTY TRANSACTIONS 55
COMMITMENTS 56
INSURANCE 57
ADDITIONAL INFORMATION RELATING TO THE STATEMENT OF CASH FLOWS 57
OBLIGATIONS TO NATURA PAY FIDC SENIOR QUOTA HOLDERS 57
DISCONTINUED OPERATIONS 58
SUBSEQUENT EVENTS 59
GENERAL INFORMATION
Natura &Co Holding S.A. ("Natura &Co") was established on January 21, 2019 with the objective of participating in other entities, as a partner or shareholder, that develop their main activities in the cosmetics, innovations and personal hygiene sector, through the development of manufacturing, distribution and marketing of their products, headquartered in Brazil, in the city of São Paulo, State of São Paulo, at Avenida Alexandre Colares, No. 1,188, Vila Jaguará, CEP 05106-000. Natura &Co and its subsidiaries are referred to as the "Company".
The brands under the Company's management include "Natura" and "Avon". In addition to using the retail, e-commerce, business-to-business and franchise markets as product sales channels, the Company's subsidiaries stand out for their direct sales channel, conducted mainly by consultants.
Corporate reorganization through reverse incorporation
On March 25, 2025, the Company executed the "Protocol and Justification" for the Merger of Natura &Co Holding S.A. into its subsidiary, Natura Cosméticos S.A. On April 25, 2025, an Extraordinary General Meeting of Shareholders of Natura &Co Holding S.A. was held, during which the reverse merger involving the Company and its subsidiary, Natura Cosméticos S.A., was approved.
At the meeting held on June 23, 2025, the Boards of Directors of the Company and its subsidiary, Natura Cosméticos S.A., after the fulfillment of the conditions precedent set forth in the Merger "Protocol and Justification", approved and established July 1, 2025 as the date of consummation of the Reverse Merger, including the relevant corporate and legal registrations, within the context of a corporate reorganization between entities under common control, under the terms and conditions of the Merger Protocol and Justification, which became effective on July 1, 2025.
Following the consummation of the transaction and the resulting dissolution of the Company having occurred after the reporting date of these interim financial statements, the event had no accounting impact for the six-month period ended June 30, 2025. Further information is disclosed in Note 39 - Subsequent Events.
The proposed merger does not interfere with the business units' strategies. In the case of Latin America, the brand integration plan (Wave 2 of Project ELO) remains in place, with its conclusion expected in the third quarter of 2025.
Classification of the indirect subsidiary Avon Cosmetics Ltda ("ACL") as a non-current asset held for sale
On June 30, 2025, the Company assessed the sale of its indirect subsidiary ACL as highly probable. This sale is part of a single coordinated plan for the disposal of a significant line of business, represented by the Avon International operating segment and a portion of the Natura &Co Latam-operating segment (Avon entities in Central America and the Dominican Republic - CARD). The asset group comprises the ACL entities, Avon Russia, and Avon CARD, the latter two being subsidiaries of ACL, which will be divested in transactions separate from ACL.
The aforementioned asset group (ACL) collectively met the criteria for classification as "asset held for sale" and "discontinued operations" simultaneously, in connection with
Management's strategic plan, approved by the Company's governance bodies. Therefore, this constitutes a single coordinated plan, with different buyers whose transactions may occur in a chronologically non-sequential order.
As part of the classification of a group of assets as held for sale, the Company measures this asset group at the lower of its carrying amount and fair value less costs to sell.
Considering the business combination with ACL, which occurred on December 04, 2024, when the preliminary fair value measurement of the acquired assets and liabilities was performed, with the subsequent conclusion of this measurement on June 30, 2025 (as disclosed in explanatory note No. 5), the Company understands that the fair value attributed in the business combination remains substantially aligned with the carrying amount then recorded. Therefore, no indication of impairment loss was identified at the time of initial recognition of the classification of the indirect subsidiary ACL as a non-current asset held for sale (see explanatory note No. 19 - Non-current assets held for sale).
As a result of this assessment, the accounting balances represented by ACL (including recognized intangibles and goodwill balances on net assets identified in the business combination) and its subsidiaries were classified in the consolidated statement of financial position as a non-current asset held for sale and measured based on the existing carrying amounts, which substantially approximate their respective fair values. The comparative balances in the statement of financial position as of December 31, 2024, were not reclassified and restated in accordance with applicable accounting standards. In the statements of profit or loss and cash flows, the effects associated with these operations were classified as discontinued operations for the three and six-month periods ended June 30, 2025.
Restatement in the statements of profit or loss for the comparative three and six-month periods ended June 30, 2024, was not necessary, as ACL was reacquired by the Company on December 04, 2024, in the context of the conclusion of the Chapter 11 process. Therefore, the comparative balances as of June 30, 2024, presented in the explanatory note on Discontinued Operations, substantially correspond to the values of the former subsidiary API which was deconsolidated on August 12, 2024, due to the commencement of the Chapter 11 process (see explanatory notes No. 1.3 and No. 38).
Chapter 11 process of Avon Products Inc ("API") former subsidiary in the United States
As disclosed in the financial statements for the fiscal year ended December 31, 2024, on August 12, 2024, the Company's former non-operating subsidiary and holding company for the Avon beauty brand, API, announced that it has commenced a voluntary Chapter 11 proceeding in the U.S. Bankruptcy Court for the District of Delaware. The filing aimed to facilitate the management of pre-existing debts and liabilities. API elected to sell its assets pursuant to Section 363 of the U.S. Bankruptcy Code.
As a result, on August 12, 2024, the Company ceased to have control over the operations of API and its subsidiaries, the date of Chapter 11 filing. Therefore, on August 12, 2024, the assets and liabilities associated with that transaction, including the goodwill balances recognized upon the acquisition of API, were derecognized from the Company's equity and financial position. The respective accounting effects associated with the loss of control over the operations of API and its subsidiaries were recognized in the interim financial information for the three- and nine-month periods ended September 30, 2024. The results of the operations of API and its subsidiaries, up to August 12, 2024, were reclassified to
discontinued operations in the income statement for the three- and nine-month periods ended September 30, 2024.
Consequently, the Company restated the balances of the discontinued operations of API and its subsidiaries in the income statement, statement of cash flows, statement of value added, and the notes to income for the three- and six-month periods ended June 30, 2024. Further information is disclosed in Note 2.1, "Restatement of Comparative Balances for the three- and six-month periods ended June 30, 2024".
Repurchase of Avon's non-U.S. operating assets under the Chapter 11 proceedings
As disclosed in the financial statements for the fiscal year ended December 31, 2024, on December 4, 2024, the court overseeing the Chapter 11 process approved (i) the global settlement agreement between the Company and the Avon Unsecured Creditors' Committee and (ii) the sale of Avon's assets outside the United States to the Company through a credit bid in the amount of $125 million, as mentioned in explanatory note No. 1.1 in the financial statements for the fiscal year ended December 31, 2024. This approval was formalized through the issuance of court orders recorded in the bankruptcy court docket on December 6, 2024.
As a result of the approval and implementation of the plan, the Company reacquired Avon's operating assets outside the United States as part of the Chapter 11 process initiated by API on August 12, 2024, through its indirect subsidiary, Natura &Co UK Holding Limited ("Natura &Co UK"). The net assets acquired were determined to constitute a business combination, as disclosed in note No.5 to the financial statements for the fiscal year ended December 31, 2024.
Under the terms of the offer to repurchase the subsidiaries, the Company agreed to disburse the full amount of the debtor-in-possession (DIP) financing, totaling $43 million, and to waive all its secured and unsecured claims against API, except for the $125 million, which was used as consideration for the purchase of operations outside the United States. The effects of the waiver of secured and unsecured claims against the Avon's debtors were included in the note on discontinued operations in the financial statements for the fiscal year ended December 31, 2024, and did not impact the results for the six-month periods ended June 30, 2025, and 2024.
On December 31, 2024, the Company presented a preliminary measurement of the business combination effects, as disclosed in explanatory note No. 5 to the financial statements of that date. The presentation was preliminary due to the late acquisition, which occurred on December 4, 2024, and the need for timely access to relevant and appropriate evidence for the fair value measurement of the net assets acquired. The assets and liabilities in the measurement process included property, plant, and equipment, intangibles (sales representatives), right-of-use assets, inventories, lease liabilities, and deferred taxes related to the fair value of these items. As of December 31, 2024, the Company had the prerogative of a 1-year period from the acquisition date to conclude the measurement of the business combination effects, as provided by CPC 15 (R1) - Business Combinations.
On June 30, 2025, the Company concluded the fair value measurement and allocation of the business combination and recognized the adjustments to the preliminary fair values as if the accounting for the business combination had been completed on the acquisition date, December 4, 2024, as part of the requirements of applicable IFRS and CPC Accounting Standards. This represents an update to reflect new information obtained regarding Property, Plant, and Equipment and Intangibles, as well as the impacts on Deferred Tax
Liabilities after the publication of December 31, 2024, financial statements, and does not represent a correction of an error or a change in accounting policy.
Consequently, the Company recognized the adjustments to the fair values of the business combination with ACL retrospectively to the business combination date. As these adjustments were made within the measurement period, the comparative balances of the Statement of Financial Position and the loss for the year ended December 31, 2024 -presented in the Statement of Changes in Equity in these interim financial information -originally disclosed in the financial statements for the year ended December 31, 2024, were restated to reflect such adjustments as if they had been recorded on the business combination date. Further information on the restatement is disclosed in explanatory note No. 2.2 - Restatement of comparative balances for the year ended December 31, 2024.
The final effects of the fair value measurement of the net assets assumed in the business combination are disclosed in explanatory note No. 5 - Business Combination.
MANAGEMENT STATEMENT AND BASIS OF PRESENTATION OF THE INTERIM ACCOUNTING INFORMATION
The Company's interim accounting information, contained in the Quarterly Information Form - ITR for the six-month period ended June 30, 2025, comprises the individual and consolidated interim accounting information, prepared in accordance with Technical Pronouncement CPC 21 (R1) - Interim Financial Statements, issued by the Accounting Pronouncements Committee ("CPC"), equivalent to "IAS 34 - Interim Financial Reporting".
The individual and consolidated interim accounting information shows all relevant information specific to the interim accounting information, and only this information, which is consistent with that used by Management in its management.
The individual and consolidated interim financial information were approved by the Board of Directors and authorized for issuance at a meeting held on August 07, 2025.
The individual and consolidated interim financial information was prepared based on historical cost, except for items measured at fair value against profit or loss, which include
(i) derivative financial instruments; (ii) contingent consideration arising from the sale of the former subsidiary The Body Shop; (iii) certain financial assets referred to in note No. 6.2; (iv) measurement of the fair value of the assets and liabilities acquired and assumed in the acquisition of Avon Cosmetics Limited ('ACL') on December 4, 2024; (v) liabilities related to cash-settled share-based payment plans ('phantom shares' of B3) that were previously backed by ADRs; and (vi) financial liabilities designated as fair value hedging.
The individual and consolidated interim financial information are expressed in thousands of Reais ("R$"), rounded to the nearest thousand, and the disclosures of amounts in other currencies, when necessary, were also made in thousands. Items disclosed in other currencies are duly identified when applicable.
Restatement of comparative balances for the three- and six-month periods ended June 30, 2024
As mentioned in Note 1.1 to the financial statements for the fiscal year ended December 31, 2024, on August 12, 2024, the Company's former subsidiary and holding company for the Avon beauty brand, API, announced that it had initiated a voluntary Chapter 11 process. This
event resulted in the loss of control over the operations of the former subsidiary API in the quarter ended September 30, 2024, and the subsequent allocation of the effects related to the loss of control, as well as the results earned from January 1, 2024, to August 12, 2024, to discontinued operations.
Such reclassification to discontinued operations is performed retrospectively for prior periods, as required by applicable IFRS and CPC Accounting Standards. As a result, the interim financial information for the six-month period ended June 30, 2024, originally disclosed, was restated due to the reclassifications to discontinued operations made in the statement of income for the period, the cash flows, the statement of value added, and the corresponding explanatory notes.
The effects on the Parent Company's income statement, in the amount of R$(19,056) for the quarter and R$(781,068) for the six-month period, were reclassified from the Equity Income line item in the Operating Loss before Financial Result group to Discontinued Operations.
The tables below summarize the reclassification adjustments made to the consolidated income statement for the three- and six-month periods ended June 30, 2024.
Restated June 30, 2024
Reclassification to Discontinued Operations
ne 30, 2024
disclosed
Ju
Originally
Consolidated (April 01, 2024 to June 30, 2024)
Gross profit | 4,741,660 | (949,899) | 3,791,761 |
Operating expenses | (4,477,834) | 1,154,189 | (3,323,645) |
Operating profit before financial result | 263,826 | 204,290 | 468,116 |
Financial result | (135,325) | (255,429) | (390,754) |
Profit (loss) before income tax and social contribution | 128,501 | (51,139) | 77,362 |
Income tax and social contribution | (976,764) | 26,539 | (950,225) |
Profit (loss) before discontinued operations | (848,263) | (24,600) | (872,863) |
(Loss) / Profit from discontinued operations | (10,827) | 24,600 | 13,773 |
Loss for the period | (859,090) | - | (859,090) |
ATTRIBUTABLE TO: | |||
Company Shareholders | (858,914) | - | (858,914) |
Non-controlling Shareholders | (176) | - | (176) |
Restated June 30, 2024
Reclassification to Discontinued Operations
Originally disclosed June 30, 2024
Consolidated (April 01, 2024 to June 30, 2024)
Gross profit | 8,719,833 | (1,897,729) | 6,822,104 |
Operating expenses | (8,300,772) | 2,381,617 | (5,919,155) |
Operating profit before financial result | 419,061 | 483,888 | 902,949 |
Financial result | (496,540) | 21,403 | (475,137) |
Profit (loss) before income tax and social contribution Income tax and social contribution | (77,479) (1,213,837) | 505,291 47,653 | 427,812 (1,166,184) |
Profit (loss) before discontinued operations | (1,291,316) | 552,944 | (738,372) |
Loss from discontinued operations | (502,900) | (552,944) | (1,055,844) |
Restated June 30, 2024
Reclassification to Discontinued Operations
Originally disclosed June 30, 2024
Consolidated (April 01, 2024 to June 30, 2024)
Loss for the period | (1,794,216) | - | (1,794,216) |
ATTRIBUTABLE TO: Company Shareholders | (1,793,730) | - | (1,793,730) |
Non-controlling Shareholders | (486) | - | (486) |
The reclassifications made to the consolidated statement of income for the six-month period ended June 30, 2024, described above, were also reflected in the accompanying notes to the income statement balances, presented below in this interim financial information.
The effects on the Parent Company's statement of cash flows, in the amount of R$(781,068) for the six-month period ended June 30, 2024, were reclassified from the Equity Income line to the Discontinued Operations line in the Operating Activities group.
The table below summarizes the reclassification adjustments made between the activities presented in the consolidated statement of cash flows for the six-month period ended June 30, 2024.
Restated
Reclassification
Originally disclosed
Consolidated
Operating activities | (528,820) | 167,922 | (360,898) |
Investing activities | - | (37,678) | (37,678) |
Financing activities | - | (79,034) | (79,034) |
The Company voluntarily amended its accounting policy related to the presentation of discontinued operations in the Statement of Value Added (SVA). This change was motivated by the need to ensure consistency in the presentation of financial statements, considering that, although CPC 09 (R1) - Statement of Value Added does not expressly address the segregation between continuing and discontinued operations, such separation is required by CPC 31 - Non-Current Asset Held for Sale and Discontinued Operations for the Income Statement and the Statement of Cash Flows.
It is important to highlight that the amendment does not result from an error or a change in accounting estimate, but from a management decision, with the objective of aligning the SVA presentation with the structure of other financial statements, providing more relevant and comparable information to users.
The new accounting policy was applied by restating the comparative balances of the SVA, including the column that shows the proportional reclassification, by activity, of the amounts related to the former subsidiary API, from continuing operations to discontinued operations, as demonstrated in the table below.
The amendment is merely reclassification in nature, not impacting on the total distributable and distributed balances of the originally disclosed SVA, nor affecting the Company's other financial statements.
The effects on the Parent Company's statement of value added, amounting to R$(781,068) for the six-month period, were reclassified from the line of Equity income from the group of Value added received in transfer to Discontinued Operations.
The table below summarizes the reclassification adjustments made to the consolidated statement of value added for the six-month period ended June 30, 2024.
Restated
Reclassification
Originally disclosed
Consolidated
Income | 16,812,587 | (3,393,464) | 13,419,123 |
Sales of goods, products, and services | 17,425,301 | (3,635,594) | 13,789,707 |
Loss due to impairment of accounts receivable from customers | (373,168) | 115,631 | (257,537) |
Other operating income (expenses), net | (239,546) | 126,499 | (113,047) |
Goods acquired from third parties | (11,195,858) | 2,367,535 | (8,828,323) |
Cost of goods sold, and services rendered | (6,269,440) | 1,095,060 | (5,174,380) |
Materials, electricity, outsourced services and others | (4,881,525) | 1,227,582 | (3,653,943) |
Loss/Recovery of assets | (44,893) | 44,893 | - |
Gross value added | 5,616,729 | (1,025,929) | 4,590,800 |
Retentions | (795,003) | 339,396 | (455,607) |
Depreciation and amortization | (795,003) | 339,396 | (455,607) |
Added Value Produced by Society | 4,821,726 | (686,533) | 4,135,193 |
Transferred value added | 353,165 | (135,207) | 217,958 |
Financial income | 353,165 | (135,207) | 217,958 |
Added value to distribute | 5,174,891 | (821,740) | 4,353,151 |
Discontinued operations | (502,900) | 821,740 | 318,840 |
Retentions | - | 3,393,464 | 3,393,464 |
Goods acquired from third parties | (502,900) | (2,367,535) | (2,870,435) |
Retentions | - | (339,396) | (339,396) |
Transferred value added | - | 135,207 | 135,207 |
Total added value to be distributed | 4,671,991 | - | 4,671,991 |
Total distribution of added value | 4,671,991 | - | 4,671,991 |
Personnel and social charges | 2,301,449 | (625,893) | 1,675,556 |
Direct Compensation | 1,777,657 | (497,263) | 1,280,394 |
Benefits | 337,435 | (60,623) | 276,812 |
FGTS | 186,357 | (68,007) | 118,350 |
Taxes, fees and contributions | 3,315,053 | (592,181) | 2,722,872 |
Federal | 643,951 | (47,653) | 596,298 |
State | 2,671,101 | (544,528) | 2,126,573 |
Remuneration of third-party capital | 849,705 | (156,610) | 603,095 |
Financial expenses | 849,705 | (156,610) | 693,095 |
Equity Remuneration | (1,794,216) | 1,055,844 | (738,372) |
Losses for the period | (1,794,216) | 1,055,844 | (738,372) |
Discontinued Operations | - | 318,840 | 318,840 |
Personnel and social charges | - | 625,893 | 625,893 |
Taxes, fees, and contributions | - | 592,181 | 592,181 |
Third-party capital remuneration | - | 156,610 | 156,610 |
Equity Remuneration | - | (1,055,844) | (1,055,844) |
Restatement of comparative balances for the year ended December 31, 2024 -Recognition of adjustments for the measurement period of the business combination with ACL
The amounts related to the identification of assets and liabilities associated with the acquisition, as well as the measurement of their fair values, were adjusted in these interim financial statements. Such effects were recognized as part of the business combination accounting on the acquisition date, December 04, 2024. The retrospective presentation of the adjustments made within the measurement period is required by Accounting Pronouncement CPC 15(R1) - Business Combinations (IFRS 3) and does not represent a correction of error or a change in accounting policy.
The measurement of identifiable assets and liabilities at fair values on the acquisition date is presented in explanatory note no. 5, along with the nature of the adjustments associated with the restatement.
The effects, presented in the table below, recognized during the measurement period resulted in an increase in the bargain purchase gain initially recognized on December 31, 2024, in the amount of R$286,085 (considering the exchange rate prevailing on the acquisition date, December 04, 2024). This gain, as well as the foreign subsidiary balance sheet conversion adjustments related to the adjusted assets and liabilities, and the depreciation/amortization for December 2024, were retrospectively adjusted on December 31, 2024, with a corresponding entry to Accumulated Losses and Other Comprehensive Income, in the Statement of Changes in Equity.
The total net effect on the equity position resulting from the adjustments was R$273,042, composed of: R$262,993 which comprises: i) measurement period adjustments, R$286,085, ii) depreciation and amortization for December 2024 R$(16,940) and iii) reclassifications and eliminations in consolidation R$(6,152), presented as a reduction in Accumulated Losses; and R$10,049, referring to foreign subsidiary balance sheet conversion adjustments, presented in Other Comprehensive Income, in the Statement of Comprehensive Income and in the Statement of Changes in Equity.
Originally disclosed December 31, 2024
Measurement period adjustments
Depreciation and Amortization
Reclassification and Elimination
Conversion adjustments
Restated December 31,
2024
Inventories | 3,378,152 | 581 | (581) | - | - | 3,378,152 |
Fixed Assets | 3,493,953 | 448,361 | (8,889) | (36,993) | 1,735 | 3,898,167 |
Intangible Assets | 12,479,004 | (43,699) | (11,551) | 36,993 | (4,562) | 12,456,185 |
Right of Use | 1,042,962 | (1,109) | 1,109 | - | - | 1,042,962 |
Other Assets | 2,022,362 | 11,803 | - | (11,803) | - | 2,022,362 |
Total Assets | 37,133,423 | 415,937 | (19,912) | (11,803) | (2,827) | 37,514,818 |
Accounts payable from related - | (5,778) | - | 5,778 | - | - | |
Salaries, profit sharing, and 1,318,951 | 12,103 | - | (12,103) | - | 1,318,951 | |
Deferred income tax and social | ||||||
security contributions | 1,356,206 | 124,201 | (2,971) | - | (12,293) | 1,465,143 |
Other liabilities | 1,783,208 | (674) | - | 674 | - | 1,783,208 |
Provision for tax, civil, and labor risks | 1,013,900 | - | - | - | (584) | 1,013,316 |
Total liabilities | 21,461,836 | 129,852 | (2,971) | (5,651) | (12,877) | 21,570,189 |
Accumulated Losses | (8,879,594) | 286,085 | (16,940) | (6,152) | - | (8,616,601) |
Other comprehensive income adjustments | 1,605,223 | - | - | - | 10,049 | 1,615,272 |
Total Equity | 15,671,587 | 286,085 | (16,940) | (6,152) | 10,049 | 15,944,629 |
parties
social security contributions
Net effect on equity position 262,993 10,049 273,042
The impact on the Parent Company, reflected in the Balance Sheet and Income Statement for the fiscal year ended December 31, 2024, amounted to R$273,042, affecting the lines of Equity Pick-up Result and Net Loss for the year, in the Income Statement, and the Investments balance, in the Balance Sheet. The effects on the consolidated statements impacted the lines of Other Operating Income and Selling, Marketing, and Logistics Expenses, totaling R$262,993.
The restatement adjustments described above were also reflected in the explanatory notes related to the opening balances of the Investment, Property, Plant, and Equipment, Intangible Assets, Contingencies, Deferred Income Tax and Social Contribution Liabilities, and Operating Segments notes, presented sequentially in these interim financial statements.
SUMMARY OF MATERIAL ACCOUNTING POLICIES
The material accounting policies applied in the preparation of this individual and consolidated interim financial information are consistent with those applied and disclosed in explanatory note No. 3 to the Company's audited individual and consolidated financial statements for the year ended December 31, 2024, issued on March 14, 2025, as well as with those applied for the comparative six-month period ended June 30, 2024, except for the standards and amendments effective January 1, 2025 and for the voluntary change in accounting policy regarding the presentation of discontinued operations in the Statement of Value Added (DVA).
The Company also considered the requirements of Technical Guidance OCPC 10 - Carbon Credits (tCO2e), Emission Allowances, and Decarbonization Credits (CBIO), effective for periods beginning on January 1, 2025, which were considered in the preparation of this interim individual and consolidated financial information, with no effects on the respective account balances.
This interim financial information, individual and consolidated, should be read in conjunction with the financial statements, individual and consolidated, for the year ended December 31, 2024.
CRITICAL ACCOUNTING ESTIMATES AND ASSUMPTIONS
The areas that require a higher level of judgment and are more complex, as well as the areas in which assumptions and estimates are material to the interim accounting information, were presented in the Company's individual and consolidated financial statements for the year ended December 31, 2024, in explanatory note no. 4.
The other estimates and assumptions used in the preparation of the individual and consolidated interim financial information for the six-month period ended June 30, 2025, did not undergo significant changes in relation to those in effect on December 31, 2024.
BUSINESS COMBINATION
Acquisition of Avon ("ACL")
As disclosed in the financial projections as of December 31, 2024, and in Note 1.4, on December 4, 2024, the Company divested Avon's operating assets outside the United States ("ACL") as part of the Chapter 11 proceedings initiated by API on August 12, 2024.
The consideration paid for obtaining control of ACL was equivalent to the credit offering made in the amount of US$125 million (R$756,688 on the acquisition date). Acquisition costs and other costs not incurred for the purpose of acquiring control of a business were not considered part of the exclusive consideration for the transfer of control and, therefore, did not affect the consideration paid and were used to determine the effects of the business combination.
The following table summarizes the variation between the preliminary fair value measurement disclosed in the financial projections as of December 31, 2024, and the final fair value measurement of the acquisition consideration, as well as the identifiable assets and liabilities in the acquisition data.
The effects, presented in the following table, were recognized in the measurement period and resulted in an increase in the bargain purchase gain initially identified as of December 31, 2024, of R$286,085 (considering the exchange rate in effect on the acquisition date, December 4, 2024). This gain, as well as the adjusted assets and liabilities that generated it and the depreciation/amortization for December 2024, were adjusted retrospectively as of December 31, 2024, against Accumulated Losses in the Statement of Changes in Equity; and the balance sheet translation adjustments of a foreign subsidiary were recorded against Other Comprehensive Income, as demonstrated in Note 2.2 - Representation of comparative balances for the year ended December 31, 2024.
The amounts of assets and liabilities indicated in the business combination listed below were also reclassified in the consolidated balance sheet as a non-current asset held for sale, in the context of the Company's assessment of the sale of the indirect subsidiary ACL as highly probable, as disclosed in Notes 1.2 and 19.
Preliminary measurement released on
December 4, 2024
Measurement period adjustments
Final measurement retrospectively recognized as of
December 4, 2024
Consideration transferred:
Credit offering (US$125,000)
756,688
-
756,688
Effective settlement of pre-existing relationships
1,225,679
-
1,225,679
1,982,367
-
1,982,367
Fair value of acquired assets: Cash and cash equivalents
747,144
-
747,144
Accounts receivable from customers
548,264
-
548,264
Accounts receivable from related parties
453,500
-
453,500
Inventories
849,769
581
850,350
Fixed assets (a)
892,370
448,361
1,340,731
Rights of use
256,229
(1,109)
255,120
Intangible assets (b)
2,661,406
(43,699)
2,617,707
Other assets
2,010,963
11,803
2,022,766
Fair value of assumed liabilities: Account payables
1,324,925
-
1,324,925
Accounts payable to related parties
570,226
(5,778)
564,448
Lease liabilities
287,285
-
287,285
Provisions, including restructurings
513,921
-
513,921
Salaries, profit sharing, and social security contributions
330,050
12,103
342,153
Tax obligations
97,480
-
97,480
Income tax and social security contributions
240,387 - 240,387
Provision for tax, civil, and labor risks
Deferred income tax and social security
114,110
-
114,110
contributions (c)
1,178,918
124,201
1,303,119
Other liabilities
792,517
(674)
791,843
Total identifiable net assets at fair value
2,969,826
286,085
3,255,911
Gain from bargain purchase recognized in the acquisition
987,459 286,085 1,273,544
Property, plant and equipment primarily consist of properties used for manufacturing, warehousing, research and development, as well as administrative purposes. The assets were measured at fair value based on recognized valuation methodologies, taking into account the nature of the assets and the availability of market data. For each asset or asset class, the valuation methodology considered the specific characteristics in order to reflect the true assessment of the asset and its fair value, as well as valuation assumptions that reflect market conditions applicable to each jurisdiction where the assets are located and the availability of relevant data. The following valuation methods were adopted:
Cost Method: primarily applied to buildings and improvements. This method consists of estimating the replacement cost of the assets, adjusted for accumulated depreciation (physical, functional, and economic), reflecting the current value of the asset's remaining economic benefit; and
Market Method: used for land and, when applicable, for completed properties. This method is based on comparable transactions carried out in active markets or on estimates supported by objective evidence of prices for similar assets under market conditions.
The fair value of property, plant and equipment includes the assets acquired and recognized by ACL prior to fair value allocation, in the amount of R$786,706, combined with the effects of the fair value allocation totaling R$554,025, resulting in a total of R$1,340,731. The fair value adjustments recognized relate to the completion of assessments based on the available evidence regarding such assets, as well as the indirect effects of the measurement of intangible assets disclosed in item (b) below.
Preliminary Measurement Final measurement measurement on period adjustments on December 4,
December 4, 2024 2024
ACL Accounting Balance
929,363
-
929,363
Reclassifications
(36,993)
(105,664)
(142,657)
892,370
105,664
786,706
Identified fair value adjustments: Land
-
295,394
295,394
Buildings
-
114,070
114,070
Improvements
-
32,551
32,551
Machinery and Equipment
-
107,450
107,450
Others
-
4,560
4,560
-
554,025
554,025
Total 892,370
448,361
1,340,731
The balances presented as reclassifications represent reclassifications between property, plant and equipment and intangible assets identified during the measurement period.
The fair value of intangible assets includes the intangible assets acquired and recognized by ACL prior to fair value allocation, amounting to R$ 496,034, combined with the effects of the fair value allocation totaling R$ 2,121,673, resulting in a total of R$ 2,617,707. The fair value adjustments recognized relate to the completion of assessments based on the available evidence regarding such assets, as well as the indirect effects of the measurement of property, plant and equipment disclosed above.
Preliminary Measurement Final measurement measurement on period adjustments on December 4,
December 4, 2024 2024
ACL - carrying amounts
739,497
-
739,497
Legacy Goodwill
(386,120)
-
(386,120)
Reclassifications
36,993
105,664
142,657
390,370
105,664
496,034
Identified fair value adjustments: Tradename "Avon"
1,400,358
(8,021)
1,392,337
Sales processes and systems
55,378
373
55,750
Developed technology
177,200
1,287
178,487
Avon Latam intellectual property licensing agreement
190,560 582 191,143
Sales representatives
447,540
(143,584)
303,956
2,271,036
(149,363)
2,121,673
Total
2,661,406
(43,699)
2,617,707
The balances presented as reclassifications represent reclassifications between property, plant and equipment and intangible assets identified during the measurement period.
Adjustments to sales representatives' balances are substantially associated with the effect of recognizing the property, plant and equipment disclosed above and their impact on the measurement of intangible assets through their use as "contributory assets," which represent the required return or economic return attributable to the tangible and intangible assets used to generate future revenues.
This consists of the effect of deferred tax liabilities related to the adjustments made during the measurement period, substantially represented by the recognition of fair value adjustments to property, plant and equipment and the consequential adjustments to the intangible asset balances of sales representatives.
FINANCIAL RISK MANAGEMENT
The information regarding general and political considerations was presented in the Company's individual and consolidated financial statements for the year ended December 31, 2024, in explanatory note 6.1., and did not undergo any changes for the six-month period ended June 30, 2025.
Market risks and hedge accounting
The Company classifies derivative financial instruments as financial derivatives and operational derivatives. Financial derivatives include swaps or forwards used to hedge foreign exchange or interest rate risks related to loans, financing, debt securities and loans between related parties. Operational derivatives include forward contracts used to hedge foreign exchange risk from the Company's operating activities (such as import and export transactions).
As of June 30, 2025, and December 31, 2024, derivative contracts are held directly with financial institutions and not through stock exchanges and are not subject to margin deposits to guarantee these transactions.
Consolidated
Fair
value
Fair value adjustment gain (loss)
Description
June 30,
2025
December 31, 2024
June 30,
2025
December 31, 2024
Swap contracts: (a)
Asset portion:
IPCA long position
856,340
817,529
(69,933)
(82,454)
Liability portion:
Post-fixed overnight rate for interbank deposits ("CDI"):
Short position on CDI
(828,539)
(822,395)
-
-
Non-deliverable forward contracts: Natura Cosméticos
-
(25,118)
-
(25,118)
Indústria e Comércio de Cosméticos Natura
(25,631)
11,539
(25,631)
11,539
Natura Dist. MXN (Latam)
-
(1,131)
-
(1,131)
Avon Industrial
(4,677)
6,574
(4,677)
6,574
ACL
-
3,209
-
(10,900)
Avon Mexico
3,713
-
(3,712)
-
Natura &Co Luxembourg
(189,695)
251,534
17,500
8,478
Total derivative financial instruments, net:
(188,489)
241,741
(86,453)
(93,012)
(a) Swap transactions consist of the exchange of liability indexers (IPCA or Pre-fixed rate) for an adjustment related to a percentage of the Interbank Deposit Certificate (CDI post-fixed) variation and/or exchange rate variation, in the case of Brazil.
Below are the changes in net derivatives balances for the six-month period ended June 30, 2025, and for the year ended December 31, 2024:
Consolidated
Balance as of December 31, 2023 (51,226)
Losses arising from swap and forward derivatives operations contracts (not
realized) - financial result
(70,782)
Payment of funds by settlement with derivatives - operational activity
120,228
Payment of resources by settlement with derivatives - financing activity
5,200
Losses in cash flow hedge operations (other comprehensive income)
57,029
Other movements
5,446
Balance as of June 30, 2024
65,895
Balance as at December 31, 2024
241,741
Losses from swap and forward derivative contracts in the result (unrealized) -
financial results
(378,040)
Receipt of funds from settlement with derivatives - operating activity
9,313
Receipt of funds from settlement with derivatives - financing activity
17,390
Loss on cash flow hedge operations (other comprehensive income)
(74,743)
Other movements
(4,150)
Balance as of June 30, 2025
(188,489)
The Company conducts the formal designation for hedge accounting of certain financial and operational derivatives described above in accordance with the Company's risk management policy. The fair value of derivatives designated for cash flow and fair value hedge accounting, as well as gains and losses for the six-month period ended June 30, 2025, are presented below (consolidated interim accounting information):
Other comprehensive income
Subject to hedging
Notional currency
Fair value
Accumulated gains (losses)
Gains (losses) for the six-month period
Currency swap - US$/R$
BRL
-
-
(738)
BRL
(4,677)
(4,677)
(11,251)
BRL
(33,709)
(33,709)
(78,604)
BRL
(9,497)
(19,215)
(11,126)
(47,883)
(57,601)
(101,719)
Natura Cosméticos Currency and interest rate
Swap and forward (Avon industrial Ltda)
Forward (Indústria e Comércio de Cosméticos Natura Ltda)
Currency
Currency
Forward (Luxemburgo) Currency Total
The movement in hedge reserves recorded in other comprehensive income is shown below:
Consolidated
Balance as of December 31, 2023
(3,880)
Change in fair value recognized in other comprehensive income
57,029
Tax effects on the fair value of the hedging instrument
(17,850)
Cash flow hedge balance on June 30, 2024
35,299
Balance as at December 31, 2024
49,165
Change in fair value recognized in other comprehensive income
(101,719)
Tax effects on the fair value of the hedging instrument
26,976
Cash flow hedge balance on June 30, 2025
(25,578)
Fair value estimate
The Company's financial assets and liabilities substantially comprise assets and liabilities classified at level 2 of the fair value measurement hierarchy, whose assessment is based on techniques that, in addition to the quoted prices included at level 1, use other information adopted by the direct market (such as prices) or indirectly (such as driven by prices). When measuring, the carrying value represents a reasonable approximation of the fair value, as described below:
The balances of cash and cash equivalents, trade accounts receivable, accounts payable to suppliers (including supplier financing arrangements), and other current liabilities are equivalent to their carrying amounts, mainly due to the short-term maturities of these instruments;
The balances of the short-term investments: a) measured at amortized cost approximate their fair values as a result of the transactions to be conducted at floating interest rates; and b) measured at fair value through profit or loss are based on the rates agreed with the financial institutions considering the agreed rates among the parties, including market information that allows for such calculation;
Except for the real estate receivables certificates, which are measured at fair value due to the designation as fair value hedge accounting, the carrying amounts of borrowing, financing and debentures are measured at their amortized cost and disclosed at fair value, which does not differ materially from the carrying amounts as the agreed interest rates are consistent with current market rates; and
The fair value of exchange rate derivatives (swap and forwards) is determined based on the future exchange rates at the dates of the balance sheets, with the resulting amount being discounted at present value.
There were no transfers between the measurement levels in the fair value hierarchy during the six-month periods ended June 30, 2025, and 2024 for these assets and liabilities.
Additionally, there were no material effects on the fair value of financial assets and liabilities for the six-month periods ended June 30, 2025 and 2024 as a result of increased price volatility in markets affected by the conflict between Russia and Ukraine, counterparty risk in financial assets, or market inactivity considered in the assessment.
For items classified at Level 3 of the fair value measurement hierarchy, please refer to subitems (a), (b), and (c) below (except for the deferred fixed consideration, which is classified at Level 2, as described in subitem (b)):
Dynamo Beauty Ventures Ltda Fund
The fair value of the investment in the Dynamo Beauty Ventures Ltda. Fund ("DBV Fund"), classified at level 3 of the fair value hierarchy, is calculated based on information on the net value of the investment in the Fund calculated by the Fund manager based on valuation assumptions consistent with accounting practices adopted in Brazil and IFRS, adjusted to reflect the fair value assumptions applicable to the nature of the Company's investment. The Company's valuation takes into account unobservable inputs in the model, in order to reflect the contractual restrictions on this investment for early redemption and trading of the security in the market. The significant unobservable input used in the fair value measurements reflects a discount due to the lack of liquidity of the security, which represents the values that the Company determined that market agents would take into account for these discounts when setting the price of the investment.
Receivables associated with the sale of former subsidiary The Body Shop
As part of the sale agreement with the purchaser of the former subsidiary The Body Shop, a contingent consideration was agreed, stipulating additional cash payments to the subsidiary Natura Cosméticos of up to £30,000 thousand in 2025 and £60,000 thousand in 2026, if certain performance measures are achieved by The Body Shop's operation in the fiscal years 2024 and 2025.
In April 2024, when the judicial administrator's proposals were filed, additional information was made available that prospectively affected the assessment of the fair value of the receivable.
Based on these facts and circumstances, the Company's Management assessed that the information that supported the measurement of the fair value of these receivables on December 31, 2023 could no longer be considered reliable for purposes of determining the current fair value of the receivable, thus generating an adjustment to the fair value of the receivable in the six-month period ended on June 30, 2024, with the respective impact affecting the income statement, in the line of discontinued operations in the amount of approximately R$ 485,000 (R$ 330,000, net of income tax).
Regarding the deferred fixed consideration, due on December 29, 2028, from the acquirer of the former subsidiary The Body Shop, the Aurelius Group, in the amount of R$425,055 (R$427,753 as of December 31, 2024), the Company did not identify any indicators that the counterparty's credit risk had increased significantly to the point of requiring the recognition of expected credit losses as of June 30, 2025, and as of December 31, 2024. These receivables related to the deferred fixed consideration have a measurement classified within level 2 of the fair value measurement hierarchy.
Receivables associated with the indirect subsidiary ACL (Parent Company)
As disclosed in Note 4.10 in the financial statements for the fiscal year ended December 31, 2024, the Parent Company has receivables from the subsidiary ACL, eliminated on a consolidated basis, primarily related to intercompany financing provided in 2024 and in previous periods, in the original amounts of R$235,878. Considering the deterioration of the credit risk of the subsidiary ACL, the Parent Company assessed that the credit risk increased significantly during that fiscal year and estimated the predictable cash flows for its recoverability, taking into account all the contractual terms of the financial instrument, including cash flows associated with collateral held or other credit enhancements that are an integral part of the contractual terms.
The guarantees consist primarily of rights over the intellectual property of the Avon brand and shares of the Company, which are assessed from the perspective of revenue generation of operations within the "relief from royalty" methodology, imputing a royalty percentage on such revenues in order to compensate the brand holder for the assignment. In addition to the royalty itself (which is derived from market studies supported by external appraisers), the unobservable inputs involved include the revenue and cash flow projections approved by the appropriate governance levels of the Subsidiary and used in conducting the business, as well as the discount rate, which reflects the applicable market risks.
As of December 31, 2024, as a result of the fair value assessment of the collateral associated with the receivables, the Parent Company recognized an amount of R$ 108,886 as an adjustment to the recoverable amount of the receivables, recorded under Other Operating Expenses in the financial statements as of December 31, 2024.
For the six-month period ended June 30, 2025, the Company did not identify any significant increase in the credit risk of these receivables. Therefore, as of June 30, 2025, the net receivables after the allowance for losses amount to R$133,972 (R$126,992 as of December 31, 2024), as detailed in Note 33 - Related Party Transactions.
CASH AND CASH EQUIVALENTS
Par
ent
Consol
idated
June 30,
December
June 30,
December
2025
31, 2024
2025
31, 2024
Cash and bank deposits
2,186
7,601
659,303
1,876,354
Certificate of bank deposits
-
-
34,913
74,661
Repurchase operations (a)
-
-
640,921
690,668
2,186
7,601
1,335,137
2,641,683
With the classification of the indirect subsidiary ACL as a non-current asset held for sale, the consolidated balances as of June 30, 2025, do not include the amounts related to this transaction, which are presented as of December 31, 2024.
a) Repurchase agreements are securities issued by banks with a commitment to repurchase the securities by the issuing banks themselves and resell them by the client, at defined rates and predetermined terms, backed by private or public securities depending on the banks' availability. They are registered with the Central Securities Custody and Financial Settlement Center ("CETIP") and are highly liquid investments with a redemption period of up to 90 days. As of June 30, 2025, repurchase agreements bear an average rate of 100.1% of the CDI (100.0% of the CDI as of December 31, 2024).
SECURITIES
Parent Consolidated
June 30, December June 30, December
2025
31, 2024
2025
31, 2024
Exclusive Investment fund (a)
- 43,740
-
-
Mutual investment funds (b)
- -
95,209
579,022
Treasury bills (c)
- -
304,652
296,993
Government securities ("LFTs") (d)
- -
214,866
419,267
Dynamo and Amazônia Viva Funds
- -
25,285
28,692
Foreign currency investment funds (e)
- -
392,596
518,111
Restricted cash
- -
-
3,050
- 43,740
1,032,608
1,845,134
Current
- 43,740
1,007,323
1,816,443
Non-current
- -
25,285
28,692
The Company concentrates part of its investments in an exclusive investment fund, which holds shares in the Essential Investment Fund. The values of the shares held by the Company are presented under the heading "Exclusive Investment Fund" in the parent company.
The financial statements of the Exclusive Investment Fund, in which the group holds an exclusive interest (100% of the shares), were consolidated, except for the Instituto Natura share. The portfolio values were segregated by type of investment and classified as cash equivalents and marketable securities, based on the accounting practices adopted by the Company. For purposes of consolidated presentation, the balance of the exclusive investment funds, as well as the positions of the other subsidiaries, are presented according to the financial component.
The balance on June 30, 2025, the Crer Para Ver line represented R$31,351 (R$81,485 on December 31, 2024) in the Exclusive Investment Fund.
Mutual investment funds refer to the financial investments of some of the Company's subsidiaries, which are concentrated in the Company's entities in Argentina, Chile, Colombia, and Mexico.
On June 30, 2025, financial investments in Financial Bills are remunerated at an average rate of 104.80% of the CDI (104.10 on December 31, 2024).
On June 30, 2025, financial investments in Public Securities (LFT) are remunerated at an average rate of 100.50% of the CDI (91.20% of the CDI on December 31, 2024).
Substantially represented by investment funds and repurchase agreements backed by US government bonds and fixed income investments in emerging markets.
With the classification of the subsidiary ACL as a non-current asset held for sale, the consolidated balances as of June 30, 2025, do not include the amounts related to this transaction, which are presented as of December 31, 2024.
The composition of the securities that make up the portfolio of the Essential Investment Fund, in which the Company holds a 100% stake, as at June 30, 2025, and December 31, 2024, was as follows:
Consoli
dated
June 30,
2025
December 31,
2024
Bank deposit certificates
26,612
24,767
Repurchase operations (cash and cash equivalents)
497,033
347,710
Treasury bills
304,652
296,993
LFTs
185,497
169,036
1,013,794
838,506
TRADE ACCOUNTS RECEIVABLE
Consoli
dated
June 30,
2025
December 31,
2024
Trade accounts receivable
4,904,184
5,749,687
(-) Expected credit losses
(377,081)
(468,922)
4,527,103
5,280,765
With the classification of the indirect subsidiary ACL as a non-current asset held for sale, the consolidated balances as of June 30, 2025, do not include the amounts related to this transaction, which are presented as of December 31, 2024.
The maximum exposure to credit risk on the date of the interim financial statements is the carrying amount of each maturity date range, net of the expected credit losses. The following table shows trade accounts receivable by exposure to the allowance for expected credit losses as at June 30, 2025, and December 31, 2024:
Consolidated
June 30, 2025
December 31, 2024
Trade accounts Expected credit receivable losses
Trade accounts Expected credit receivable losses
To mature
4,147,248
(89,131)
4,802,623
(131,071)
Past due:
Up to 30 days
315,373
(29,055)
463,718
(53,836)
From 31 to 60 days
111,796
(38,594)
122,955
(51,129)
From 61 to 90 days
87,068
(42,063)
96,115
(58,803)
From 91 to 180 days
242,699
(178,238)
235,992
(146,459)
Over 180 days
-
-
28,284
(27,624)
4,904,184
(377,081)
5,749,687
(468,922)
The changes for expected credit losses for the six-month periods ended June 30, 2025, and 2024 are as follows:
Consolidated
Balance as of December 31, 2023
(369,485)
Additions, net of reversals
(373,168)
Write-offs (a)
244,485
Translation adjustment
(30,380)
Balance as of June 30, 2024
(528,548)
Balance as at December 31, 2024
(468,922)
Additions, net of reversals
(310,261)
Write-offs (a)
297,066
Transfer of subsidiary ACL to asset held for sale
78,305
Translation adjustment
26,731
Balance as of June 30, 2025
(377,081)
The amount of additions, net of reversals, for the period includes R$(22,553) related to the subsidiary ACL, which, as of June 30, 2025, was reclassified from operating results to discontinued operations in the statement of profit or loss. In the prior period, the amount related to the subsidiary API was R$(121,005), of which R$(92,607) refers to a provision recognized by API for receivables from the former associate The Body Shop.
Refers to securities overdue for more than 180 days that are written off when the Company has no expectation of recovering accounts receivable from customers and sales from the customer portfolio.
INVENTORIES
Consoli
dated
June 30,
2025
December 31,
2024
Finished products
2,320,611
2,768,584
Raw materials and packaging
798,022
860,033
Auxiliary materials
212,781
189,922
Products in progress
74,966
50,475
(-) Losses in carrying inventories
(384,901)
(490,862)
3,021,479
3,378,152
The movement for losses on inventory realization for the six-month periods ended June 30, 2025, and 2024 are as follows:
Consolidated
Balance as of December 31, 2023
(452,092)
Additions, net of reversals (a)
(139,973)
Write-offs (c)
158,043
Translation adjustment
(38,584)
Balance as of June 30, 2024
(472,606)
Balance as at December 31, 2024
(490,862)
Additions, net of reversals (a) / (b)
(142,545)
Write-offs (c)
119,244
Transfer of subsidiary ACL to asset held for sale
108,653
Translation adjustment
20,609
Balance as of June 30, 2025
(384,901)
This refers to the recognition of the losses due to discontinuation, expiration and quality, to cover expected losses on the realization of inventories, pursuant to the policy of the Company and its subsidiaries.
The amount of additions, net of reversals, for the period includes R$(30,556) related to the subsidiary ACL, which, as of June 30, 2025, was reclassified from operating results to discontinued operations in the statement of profit or loss. In the prior period, the amount related to the subsidiary API was R$(21,305).
This consists of write-offs of products for which losses have already been registered, whereas the Company has no expectations of sales/recoverability.
RECOVERABLE TAXES
Consolida
ted
June 30,
December 31,
2025 (d)
2024
ICMS on acquisition of inputs (a)
346,500
314,586
Taxes on purchasing inputs abroad
307,474
342,333
ICMS on acquisition of fixed assets
25,227
20,382
PIS/COFINS on acquisition of inputs (b)
632,318
549,024
Tax on Industrialized Products ("IPI") (c)
105,531
74,421
Other
38,789
76,487
1,455,839
1,377,233
Current
906,339
728,983
Non-current
549,500
648,250
Tax credits related to the tax on the circulation of goods, interstate and intercity transportation and communication services ("ICMS") were generated mainly by purchases whose tax rate is higher than the average sales. The Company expects to realize these credits in the normal course of operation by offsetting them against sales transactions in the domestic market.
The accumulated PIS and COFINS tax credits basically arise from credits on purchases of raw materials used in production and acquisition of fixed assets, as well as credits arising from the exclusion of ICMS from the PIS/COFINS calculation basis. The realization of these credits normally occurs through offsetting with sales transactions in the domestic market.
Balance will be used to offset Tax on IPI payable in future operations of the Company.
With the classification of the indirect subsidiary ACL as a non-current asset held for sale, the consolidated balances as of June 30, 2025, do not include the amounts related to this transaction, which are presented as of December 31, 2024.
INCOME TAX AND SOCIAL CONTRIBUTION
The effective tax rate calculated by the Company for the six-month period ended June 30, 2025, was 28.15%. This percentage is based on profit before income taxes of R$550,372 and income tax expense of R$154,943. The main components that cause the effective tax rate to deviate from the nominal income tax rate of 34% are significant permanent tax benefits, such as investment grants and other incentives. Additionally, the mix of profit before tax by country, tax losses that could not benefit from the respective deferred tax, differences in nominal income tax rates of foreign subsidiaries, and various permanent tax effects in local jurisdictions that increase their respective tax obligations negatively offset the tax rate composition.
Following the reclassification of the results of the former subsidiary API to discontinued operations, the effective tax rate calculated by the Company for the six-month period ended June 30, 2024, was 272.59%. This percentage is based on profit before income taxes of R$427,812 and income tax expense of R$1,166,184. The main components that cause the effective tax rate to deviate from the nominal income tax rate of 34% are the mix of profit before tax by country, tax losses that could not be benefited by the respective deferred tax, differences in nominal income tax rates of foreign subsidiaries, and various permanent tax effects in local jurisdictions that increase their respective tax obligations, including withholding taxes arising from intercompany transactions that could not be benefited. Otherwise, important permanent tax benefits, such as investment grants and other incentives, positively contribute to reductions in tax obligations and in the composition of the rate.
Attachments
- Original document
- Permalink
Disclaimer
Natura & Co Holding SA published this content on August 11, 2025, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on August 11, 2025 at 23:26 UTC.

















