Afya Limited (AFYA) lifts H1 2026 profit, cash flow and maintains dividends
Afya Limited reported solid interim results for the six months ended June 30, 2026, with revenue of R$1,984,809 thousand, higher than R$1,855,760 thousand a year earlier. Net income rose to R$463,057 thousand, with net income attributable to owners of the company of R$454,137 thousand. Basic earnings per share reached R$5.10 (diluted R$5.06), compared with R$4.69 (diluted R$4.64) in the prior-year period.
Operating cash generation remained strong, with net cash from operating activities of R$797,839 thousand. Afya invested R$200,760 thousand, mainly in property, equipment and intangibles, and used R$713,605 thousand in financing activities, including R$314,882 thousand of dividends paid and R$133,011 thousand of share repurchases. Cash and cash equivalents were R$1,006,490 thousand at period-end.
The balance sheet shows total assets of R$9,326,633 thousand, equity of R$4,928,820 thousand and loans and financing of R$2,047,895 thousand. The Undergraduate segment remains the core business, contributing most of the R$1,984,809 thousand in consolidated revenue, while Continuing Education and Medical Practice Solutions provide additional growth. Afya benefited from the PROUNI tax incentive and recognized Pillar Two global minimum tax effects, resulting in an effective tax rate of 8.8% for the six-month period.
Positive
- None.
Negative
- None.
Filing Explained
Afya repurchased 1,751,067 shares by June 30, while authorization permits up to 4,000,000 through December 31, 2026.
The filing is a Form 6-K, which a foreign private issuer uses to furnish material information published in its home market, and it furnishes unaudited interim statements for June 30, 2026.
During the six-month period, Afya repurchased 1,751,067 Class A common shares, with a cash outflow of
Afya also converted a convertible loan and made an additional investment in Marisa Care, resulting in a 2.38% ownership interest without significant influence or control. The statements recognize
A named future item is the FUNIC acquisition: up to 60 additional medical-school seats could require payment of
Key Figures
Key Terms
PROUNI regulatory
Pillar Two global minimum tax regulatory
Additional Social Contribution regulatory
FIES financial
fair value through profit or loss financial
value-in-use calculations financial
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
How did Afya (AFYA) perform financially in the first half of 2026?
What was Afya (AFYA)’s cash flow profile for the six months ended June 30, 2026?
How much debt and cash does Afya (AFYA) have as of June 30, 2026?
What dividends did Afya (AFYA) approve and pay in 2026?
What is the size of Afya (AFYA)’s share repurchase program and activity so far?
How does PROUNI and Pillar Two taxation affect Afya (AFYA)’s tax expense?
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, 2026
Commission File Number: 001-38992
Afya Limited
(Exact name of registrant as specified in its charter)
Rua Paraíba, No. 330, 17º Andar, CEP 30130-917
Bairro Funcionários, Belo Horizonte, Minas Gerais
Brazil
+55 (31) 3515 7550
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
| Form 20-F |
X |
Form 40-F |
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 | No |
X |
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 | No |
X |
TABLE OF CONTENTS
| EXHIBIT | |
| 99.1 | Unaudited interim condensed consolidated financial statements June 30, 2026 |
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.
| Afya Limited | |||||
| By: | /s/ Virgilio Deloy Capobianco Gibbon | ||||
| Name: | Virgilio Deloy Capobianco Gibbon | ||||
| Title: | Chief Executive Officer | ||||
Date: August 11, 2026
Afya Limited
Unaudited interim condensed
consolidated financial statements
June 30, 2026
Afya Limited
Unaudited interim condensed consolidated statements of financial position
As of June 30, 2026 and December 31, 2025
(In thousands of Brazilian reais)
| Notes | June 30, 2026 | December 31, 2025 | |
| Assets | (unaudited) | ||
| Current assets | |||
| Cash and cash equivalents | 4 | 1,006,490 | 1,125,381 |
| Trade receivables | 5 | 819,716 | 717,373 |
| Recoverable taxes | 31,954 | 13,429 | |
| Income taxes recoverable | 26,522 | 23,046 | |
| Other assets | 7 | 65,509 | 62,947 |
| Total current assets | 1,950,191 | 1,942,176 | |
| Non-current assets | |||
| Trade receivables | 5 | 32,988 | 34,985 |
| Deferred tax assets | 19 | 7,299 | 12,552 |
| Other assets | 7 | 116,149 | 125,480 |
| Investment in associate | 8 | 54,962 | 46,518 |
| Property and equipment | 9 | 701,624 | 711,485 |
| Right-of-use assets | 11.2.2 | 887,580 | 896,758 |
| Intangible assets | 10 | 5,575,840 | 5,587,980 |
| Total non-current assets | 7,376,442 | 7,415,758 | |
| Total assets | 9,326,633 | 9,357,934 | |
| Liabilities | |||
| Current liabilities | |||
| Trade payables | 145,985 | 123,581 | |
| Loans and financing | 11.2.1 | 126,364 | 60,668 |
| Lease liabilities | 11.2.2 | 57,630 | 55,772 |
| Accounts payable to selling shareholders | 11.2.3 | 55,780 | 110,640 |
| Advances from customers | 104,313 | 158,035 | |
| Dividends payable | 14 | 762 | 192 |
| Labor and social obligations | 252,923 | 217,526 | |
| Taxes payable | 35,348 | 36,043 | |
| Income taxes payable | 98,629 | 112,638 | |
| Other liabilities | 8,134 | 8,946 | |
| Total current liabilities | 885,868 | 884,041 | |
| Non-current liabilities | |||
| Loans and financing | 11.2.1 | 1,921,531 | 1,993,599 |
| Lease liabilities | 11.2.2 | 1,012,662 | 1,009,974 |
| Accounts payable to selling shareholders | 11.2.3 | 296,768 | 329,957 |
| Taxes payable | 73,070 | 77,487 | |
| Income taxes payable | 19 | 50,012 | - |
| Provision for legal proceedings | 20 | 116,451 | 128,220 |
| Other liabilities | 41,451 | 43,471 | |
| Total non-current liabilities | 3,511,945 | 3,582,708 | |
| Total liabilities | 4,397,813 | 4,466,749 | |
| Equity | 14 | ||
| Share capital | 17 | 17 | |
| Additional paid-in capital | 2,295,632 | 2,320,422 | |
| Treasury shares | (410,431) | (306,010) | |
| Share-based compensation reserve | 222,056 | 202,815 | |
| Retained earnings | 2,781,312 | 2,634,552 | |
| Equity attributable to the owners of the Company | 4,888,586 | 4,851,796 | |
| Non-controlling interests | 40,234 | 39,389 | |
| Total equity | 4,928,820 | 4,891,185 | |
| Total liabilities and equity | 9,326,633 | 9,357,934 |
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
Afya Limited
Unaudited interim condensed consolidated statements of income and comprehensive income
For the three and six-month periods ended June 30, 2026 and 2025
(In thousands of Brazilian reais, except for earnings per share information)
| Three-month periods ended | Six-month periods ended | ||||
| Notes | June 30, 2026 | June 30, 2025 | June 30, 2026 | June 30, 2025 | |
| (unaudited) | (unaudited) | (unaudited) | (unaudited) | ||
| Revenue | 16 | 972,097 | 919,400 | 1,984,809 | 1,855,760 |
| Cost of services | 17 | (373,387) | (342,707) | (688,036) | (625,346) |
| Gross profit | 598,710 | 576,693 | 1,296,773 | 1,230,414 | |
| Selling, general and administrative expenses | 17 | (286,339) | (276,376) | (574,000) | (541,318) |
| Allowance for expected credit losses | 17 | (20,245) | (16,495) | (38,088) | (33,053) |
| Other income | 8,609 | 3,728 | 13,480 | 6,234 | |
| Other expenses | (2,873) | (2,322) | (6,703) | (4,522) | |
| Operating income | 297,862 | 285,228 | 691,462 | 657,755 | |
| Finance income | 18 | 41,077 | 40,997 | 94,374 | 84,478 |
| Finance expenses | 18 | (140,016) | (135,806) | (287,663) | (274,281) |
| Net finance result | (98,939) | (94,809) | (193,289) | (189,803) | |
| Share of profit of equity-accounted investee, net of tax | 8 | 4,355 | 3,591 | 9,322 | 7,876 |
| Income before income taxes | 203,278 | 194,010 | 507,495 | 475,828 | |
| Income taxes expenses | 19 | ||||
| Current | (4,607) | (35,635) | (39,185) | (67,563) | |
| Deferred | 2,623 | 18,167 | (5,253) | 25,313 | |
| Net income | 201,294 | 176,542 | 463,057 | 433,578 | |
| Other comprehensive income | - | - | - | - | |
| Total comprehensive income | 201,294 | 176,542 | 463,057 | 433,578 | |
| Net income / total comprehensive income attributable to: | |||||
| Owners of the Company | 197,118 | 172,332 | 454,137 | 424,331 | |
| Non-controlling interests | 4,176 | 4,210 | 8,920 | 9,247 | |
| 201,294 | 176,542 | 463,057 | 433,578 | ||
| Basic earnings per common share | 15 | 2.22 | 1.90 | 5.10 | 4.69 |
| Diluted earnings per common share | 15 | 2.21 | 1.88 | 5.06 | 4.64 |
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
Afya Limited
Unaudited interim condensed consolidated statements of changes in equity
For the six-month periods ended June 30, 2026 and 2025
(In thousands of Brazilian reais)
| Equity attributable to the owners of the Company | |||||||||
| Notes | Share capital | Additional paid-in capital | Treasury shares | Share-based compensation reserve | Retained earnings | Total | Non-controlling interests | Total equity | |
| Balances at January 1, 2025 | 17 | 2,344,521 | (273,955) | 187,497 | 2,011,875 | 4,269,955 | 40,628 | 4,310,583 | |
| Net income | - | - | - | - | 424,331 | 424,331 | 9,247 | 433,578 | |
| Total comprehensive income | - | - | - | - | 424,331 | 424,331 | 9,247 | 433,578 | |
| Share-based compensation | 13 | - | - | - | 12,520 | - | 12,520 | - | 12,520 |
| Restricted stock units transferred under the share-based compensation plan | - | (17,764) | 12,879 | - | - | (4,885) | - | (4,885) | |
| Treasury shares transferred to executives from exercise of stock options | - | (5,978) | 30,227 | - | - | 24,249 | - | 24,249 | |
| Dividends declared | - | - | - | - | (129,784) | (129,784) | (9,473) | (139,257) | |
| Balances at June 30, 2025 (unaudited) | 17 | 2,320,779 | (230,849) | 200,017 | 2,306,422 | 4,596,386 | 40,402 | 4,636,788 | |
| Balances at January 1, 2026 | 17 | 2,320,422 | (306,010) | 202,815 | 2,634,552 | 4,851,796 | 39,389 | 4,891,185 | |
| Net income | - | - | - | - | 454,137 | 454,137 | 8,920 | 463,057 | |
| Total comprehensive income | - | - | - | - | 454,137 | 454,137 | 8,920 | 463,057 | |
| Share-based compensation | 13 | - | - | - | 19,241 | - | 19,241 | - | 19,241 |
| Treasury shares repurchase | 14 | - | - | (133,011) | - | - | (133,011) | - | (133,011) |
| Restricted stock units transferred under the share-based compensation plan | - | (22,190) | 16,088 | - | - | (6,102) | - | (6,102) | |
| Treasury shares transferred to executives from exercise of stock options | - | (2,600) | 12,502 | - | - | 9,902 | - | 9,902 | |
| Dividends declared | 14 | - | - | - | - | (307,377) | (307,377) | (8,075) | (315,452) |
| Balances at June 30, 2026 (unaudited) | 17 | 2,295,632 | (410,431) | 222,056 | 2,781,312 | 4,888,586 | 40,234 | 4,928,820 | |
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
Afya Limited
Unaudited interim condensed consolidated statements of cash flows
For the six-month periods ended June 30, 2026 and 2025
(In thousands of Brazilian reais)
| Notes | June 30, 2026 | June 30, 2025 | |
| (unaudited) | (unaudited) | ||
| Operating activities | |||
| Income before income taxes | 507,495 | 475,828 | |
| Adjustments to reconcile income before income taxes | |||
| Depreciation and amortization expenses | 17 | 183,645 | 186,453 |
| Write-off of property and equipment | 9 | 1,085 | 536 |
| Write-off of intangible assets | 10 | 104 | 81 |
| Allowance for expected credit losses | 5, 17 | 38,088 | 33,053 |
| Share-based compensation expenses | 17 | 19,241 | 12,520 |
| Net foreign exchange differences | 2,365 | 2,049 | |
| Accrued interest | 18 | 169,664 | 158,613 |
| Accrued interest on lease liabilities | 11.2.2, 11.5, 18 | 62,495 | 59,727 |
| Share of profit of equity-accounted investee, net of tax | 8 | (9,322) | (7,876) |
| Provision (reversal) for legal proceedings | (25,942) | 2,656 | |
| Changes in assets and liabilities | |||
| Trade receivables | 5 | (138,434) | (111,519) |
| Recoverable taxes | (22,001) | (16,395) | |
| Other assets | 7 | 24,389 | (5,641) |
| Trade payables | 22,404 | 6,241 | |
| Taxes payable | (6,688) | (743) | |
| Advances from customers | (53,722) | (52,185) | |
| Labor and social obligations | 35,397 | 37,085 | |
| Provision for legal proceedings | 20 | (3,447) | - |
| Other liabilities | (1,269) | 2,498 | |
| 805,547 | 782,981 | ||
| Income taxes paid | (7,708) | (11,385) | |
| Net cash flows from operating activities | 797,839 | 771,596 | |
| Investing activities | |||
| Acquisition of property and equipment | 9 | (41,003) | (81,617) |
| Acquisition of intangibles assets | 10 | (78,960) | (103,455) |
| Dividends received | 8 | 878 | 8,803 |
| Acquisition of assets and subsidiaries, net of cash acquired | 11.2.3 | (81,675) | (81,463) |
| Payments of interest | - | (14,536) | |
| Net cash flows used in investing activities | (200,760) | (272,268) | |
| Financing activities | |||
| Payments of principal of loans and financing | 11.5 | (5,254) | (1,543) |
| Payments of interest | 11.2.3, 11.5 | (178,721) | (110,399) |
| Payments of principal of lease liabilities | 11.2.2, 11.5 | (27,273) | (24,222) |
| Payments of interest of lease liabilities | 11.2.2, 11.5 | (64,366) | (58,793) |
| Treasury shares repurchase | 14 | (133,011) | - |
| Proceeds from exercise of stock options | 9,902 | 24,249 | |
| Dividends paid | 11.5, 14 | (314,882) | (138,479) |
| Net cash flows used in financing activities | (713,605) | (309,187) | |
| Net foreign exchange differences | (2,365) | (2,049) | |
| Net increase (decrease) in cash and cash equivalents | (118,891) | 188,092 | |
| Cash and cash equivalents at the beginning of the period | 4 | 1,125,381 | 911,015 |
| Cash and cash equivalents at the end of the period | 4 | 1,006,490 | 1,099,107 |
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
Afya Limited Notes to the consolidated financial statements Expressed in thousands of Brazilian reais, unless otherwise stated |
| 1. | Corporate information |
Afya Limited (“Afya”), collectively with its subsidiaries referred to as the “Company”, is a holding company incorporated under the laws of the Cayman Islands on March 22, 2019. Afya completed its initial public offering (IPO) on July 19, 2019, and its shares are listed on the Nasdaq under the symbol “AFYA”. The Company’s ultimate parent company is Bertelsmann SE& Co. KGaA (“Bertelsmann”).
The Company is formed by a network of higher education and post-graduate institutions, focused on medical schools, under the regulations of the Ministry of Education (“MEC”). The Company also provides other educational services that comprise the development and sale of electronically distributed educational courses on medical science and soft skills educational content. The Company also offers solutions to empower the physicians in their daily routine including supporting clinical decisions through mobile app subscription, delivering practice management tools through a SaaS (Software as a Service) model and supporting the patient-physician relationship.
Acquisition in 2025
On May 7, 2025, Afya Participações S.A. (“Afya Brazil”) acquired 100% of the total share capital of Faculdade Masterclass Ltda. (“FUNIC”), located in the city of Contagem, in the metropolitan area of Belo Horizonte, the capital of the State of Minas Gerais. The acquisition contributed 60 medical school seats to Afya. FUNIC started its operations in the second semester of 2025.
The aggregate purchase price was R$100,000. The price and payment conditions were: (i) R$60,000, net of the estimated Net Debt, paid in cash on May 7, 2025 and presented in “Acquisition of assets and subsidiaries, net of cash acquired” in the consolidated statements of cash flows; and (ii) R$40,000 payable in three equal annual installments adjusted by 100% of the Brazilian interbank interest rate (“CDI”). FUNIC’s installments are not contingent consideration and therefore are not included in the fair value disclosure. The time value on the deferred installments were recognized as finance expense using the effective interest rate method.
The acquisition includes a potential additional payment for up to 60 medical school seats, contingent upon regulatory approval. If approved by MEC within 36 months from the closing date, an additional payment of R$1,000 per approved seat will become payable. Afya Brazil does not have a legal or constructive obligation at the acquisition date or at any reporting date. Upon approval, the additional seats will give rise to additional licenses, which will be recognized and measured at that time, together with the recognition of the related liability.
Management assessed the aspects of such transaction in accordance with IFRS 3 - Business Combinations and applied the optional ‘concentration test’, designed to simplify the evaluation of whether an acquired set of activities and assets is not a business. Since substantially all of the fair value of the gross assets acquired was concentrated in a single identifiable asset, Management concluded that the transaction does not fall under the definition of a business, but an acquisition of assets, which were measured on initial recognition at cost allocated to identifiable assets and liabilities on a relative fair value basis.
The valuation techniques used to licenses with indefinite useful life, which were the most representative asset acquired, were the With-and-without method, which consists of estimating the fair value of an asset by the difference between the value of this asset in two scenarios: a scenario considering the existence of the asset in question and another considering its non-existence.
| 2. | Material accounting policies |
2.1 Basis of preparation
The Company’s unaudited interim condensed consolidated financial statements have been prepared in accordance with IAS 34 Interim Financial Reporting and in the basis that it will continue to operate as a going concern.
The unaudited interim condensed consolidated financial statements have been prepared on a historical cost basis, except for financial investment and contingent consideration that have been measured at fair value (see Notes 7 and 11.2, respectively).
Afya Limited Notes to the consolidated financial statements Expressed in thousands of Brazilian reais, unless otherwise stated |
The unaudited interim condensed consolidated financial statements do not include all the information and disclosures required in the annual financial statements and should be read in conjunction with the Company’s annual consolidated financial statements as of December 31, 2025.
The primary source of Afya’s revenue is from its interest on the operational companies in Brazil. As result, the Brazilian Real has been determined as the Company’s functional currency.
The unaudited interim condensed consolidated financial statements are presented in Brazilian reais (“R$”), which is the Company’s functional and presentation currency. All amounts are rounded to the nearest thousand.
These unaudited interim condensed consolidated financial statements were approved for issuance by the Board of Directors on August 13, 2026.
2.2 Basis of consolidation
The table below presents a list of the Company’s subsidiaries, associate and financial investment:
| Direct and indirect interest | |||||
| Name | Main activities | Location | Investment type | June 30, 2026 | December 31, 2025 |
| (unaudited) | |||||
| Afya Participações S.A. (“Afya Brazil”) | Holding | Nova Lima - MG | Subsidiary | 100% | 100% |
| Instituto Tocantinense Presidente Antônio Carlos Porto S.A. - (“ITPAC Porto”) | Undergraduate degree programs | Porto Nacional - TO | Subsidiary | 100% | 100% |
| Instituto Tocantinense Presidente Antônio Carlos S.A. - (“ITPAC Araguaína”) | Undergraduate degree programs | Araguaína - TO | Subsidiary | 100% | 100% |
| União Educacional do Vale do Aço S.A. - (“UNIVAÇO”) | Medicine undergraduate degree program | Ipatinga - MG | Subsidiary | 100% | 100% |
| IPTAN - Instituto de Ensino Superior Presidente Tancredo de Almeida Neves S.A. (“IPTAN”) | Undergraduate degree programs | São João Del Rei - MG | Subsidiary | 100% | 100% |
| Instituto de Educação Superior do Vale do Parnaíba S.A. (“IESVAP”) | Undergraduate degree programs | Parnaíba - PI | Subsidiary | 80% | 80% |
| Centro de Ciências em Saúde de Itajubá S.A. (“CCSI”) | Medicine undergraduate degree program | Itajubá - MG | Subsidiary | 75% | 75% |
| Instituto de Ensino Superior do Piauí S.A. (“IESP”) | Undergraduate and graduate degree programs | Teresina - PI | Subsidiary | 100% | 100% |
| FADEP - Faculdade Educacional de Pato Branco Ltda. (“FADEP”) | Undergraduate degree programs | Pato Branco - PR | Subsidiary | 100% | 100% |
| Instituto Educacional Santo Agostinho S.A. (“FASA”) | Undergraduate degree programs | Montes Claros - MG | Subsidiary | 100% | 100% |
| Instituto Paraense de Educação e Cultura Ltda. (“IPEC”) | Medicine undergraduate degree program | Marabá - PA | Subsidiary | 100% | 100% |
| Sociedade Universitária Redentor S.A. (“UniRedentor”) | Undergraduate and graduate degree programs | Itaperuna - RJ | Subsidiary | 100% | 100% |
| Centro de Ensino São Lucas Ltda. (“UniSL”) | Undergraduate degree programs | Porto Velho - RO | Subsidiary | 100% | 100% |
| Sociedade de Educação, Cultura e Tecnologia da Amazônia S.A. - (“FESAR”) | Undergraduate degree programs | Redenção - PA | Subsidiary | 100% | 100% |
| Centro Superior de Ciências da Saúde Ltda. (“FCMPB”) | Medicine undergraduate degree program | João Pessoa - PB | Subsidiary | 100% | 100% |
| Medical Harbour Aparelhos Médico Hospitalares e Serviços em Tecnologia Ltda. (“Medical Harbour”) | Educational health and medical imaging | Florianópolis - SC | Subsidiary | 100% | 100% |
| Sociedade Padrão de Educação Superior Ltda. (“UnifipMoc”) | Undergraduate degree programs | Montes Claros - MG | Subsidiary | 100% | 100% |
| Companhia Nilza Cordeiro Herdy de Educação e Cultura (“Unigranrio”) | Undergraduate and graduate degree programs | Duque de Caxias - RJ | Subsidiary | 100% | 100% |
| Sociedade Educacional e Cultural Sergipe DelRey Ltda. (“DelRey”) | Undergraduate degree programs | Maceió - AL | Subsidiary | 100% | 100% |
| Instituição Baiana de Ensino Superior Ltda. (“IBES”) | Undergraduate degree programs | Salvador - BA | Subsidiary | 100% | 100% |
| SESSA - Sociedade de Educação Superior do Semi-Árido Ltda. (“SESSA”) | Undergraduate degree programs | Ribeira de Pombal - BA | Subsidiary | 100% | 100% |
| Faculdade Masterclass Ltda. (“FUNIC”) (i) | Undergraduate degree programs | Contagem - MG | Subsidiary | 100% | 100% |
| União Educacional do Planalto Central S.A. (“UEPC”) | Undergraduate degree programs | Brasília - DF | Associate | 30% | 30% |
| Marisa.Care Ltda. (“Marisa Care”) (ii) | Healthcare AI agents and workflow automations | Belo Horizonte - MG | Financial investment | 2.38% | - |
(i) See Note 1.
(ii) See Note 7.
2.3 Changes in accounting policies and disclosures
Afya Limited Notes to the consolidated financial statements Expressed in thousands of Brazilian reais, unless otherwise stated |
New standards, interpretations and amendments issued and adopted by the Company
The accounting policies adopted in the preparation of the unaudited interim condensed financial statements are consistent with those followed in the preparation of the Company’s annual consolidated financial statements for the year ended December 31, 2025. Certain amendments apply for the first time in 2026, but do not have significant impact on the Company’s unaudited interim condensed consolidated financial statements. The Company has not early adopted any standard, interpretation or amendment that has been issued but is not yet effective.
| 3. | Segment information |
The Company has three reportable segments as follows:
• Undergraduate, previously denominated Undergrad, which provides educational services through undergraduate courses related to medical school, undergraduate health science and other ex-health undergraduate programs;
• Continuing education, which provides medical education (including residency preparation programs, specialization test preparation and other medical capabilities), specialization and graduate courses in medicine, delivered through digital and in-person content; and
• Medical practice solutions, which provides clinical decision, clinical management and doctor-patient relationships for physicians and provide access, demand and efficiency for the healthcare players.
Segment information is presented consistently with the internal reports provided to the Company's Chief Executive Officer (CEO), which is the Chief Operating Decision Maker (CODM) and is responsible for allocating resources, assessing the performance of the Company's operating segments, and making the Company's strategic decisions.
No operating segments have been aggregated to form the reportable operating segments. There is only one geographic region, and the results are monitored and evaluated based on the three reportable segments.
The tables below present assets and liabilities information for the Company’s operating segments as of June 30, 2026 and December 31, 2025:
| As of June 30, 2026 (unaudited) | Undergraduate | Continuing education | Medical practice solutions | Total reportable segments | Elimination (inter-segment balances) | Total |
| Total assets | 8,911,969 | 261,674 | 159,510 | 9,333,153 | (6,520) | 9,326,633 |
| Current assets | 1,762,175 | 105,129 | 89,407 | 1,956,711 | (6,520) | 1,950,191 |
| Non-current assets | 7,149,794 | 156,545 | 70,103 | 7,376,442 | - | 7,376,442 |
| Total liabilities and equity | 8,911,969 | 261,674 | 159,510 | 9,333,153 | (6,520) | 9,326,633 |
| Current liabilities | 645,262 | 124,429 | 122,697 | 892,388 | (6,520) | 885,868 |
| Non-current liabilities | 3,403,363 | 82,396 | 26,186 | 3,511,945 | - | 3,511,945 |
| Equity | 4,863,344 | 54,849 | 10,627 | 4,928,820 | - | 4,928,820 |
| Other disclosures | ||||||
| Investment in associate (i) | 54,962 | - | - | 54,962 | - | 54,962 |
| Capital expenditures (ii) | 49,527 | 26,538 | 43,898 | 119,963 | - | 119,963 |
(i) Investment in UEPC is included in non-current assets in the statement of financial position.
(ii) Capital expenditures consider the acquisition of property and equipment and intangible assets.
| As of December 31, 2025 | Undergraduate | Continuing education | Medical practice solutions | Total reportable segments | Elimination (inter-segment balances) | Total |
| Total assets | 8,959,964 | 245,697 | 166,238 | 9,371,899 | (13,965) | 9,357,934 |
| Current assets | 1,765,066 | 92,221 | 98,854 | 1,956,141 | (13,965) | 1,942,176 |
| Non-current assets | 7,194,898 | 153,476 | 67,384 | 7,415,758 | - | 7,415,758 |
| Total liabilities and equity | 8,959,964 | 245,697 | 166,238 | 9,371,899 | (13,965) | 9,357,934 |
| Current liabilities | 689,074 | 113,729 | 95,203 | 898,006 | (13,965) | 884,041 |
| Non-current liabilities | 3,474,357 | 84,581 | 23,770 | 3,582,708 | - | 3,582,708 |
| Equity | 4,796,533 | 47,387 | 47,265 | 4,891,185 | - | 4,891,185 |
| Other disclosures |
Afya Limited Notes to the consolidated financial statements Expressed in thousands of Brazilian reais, unless otherwise stated |
| Investment in associate (i) | 46,518 | - | - | 46,518 | - | 46,518 |
| Capital expenditures (ii) | 180,611 | 30,499 | 13,962 | 225,072 | - | 225,072 |
(i) Investment in UEPC is included in non-current assets in the statement of financial position.
(ii) Capital expenditures consider the acquisition of property and equipment and intangible assets for the six-month period ended June 30, 2025.
Afya Limited Notes to the consolidated financial statements Expressed in thousands of Brazilian reais, unless otherwise stated |
The tables below present the statements of income for the Company’s operating segments for the six-month periods ended June 30, 2026 and 2025:
|
June 30, 2026 (unaudited) |
Undergraduate | Continuing education | Medical practice solutions | Total reportable segments | Elimination (inter-segment transactions) | Total |
| External customer | 1,762,181 | 137,334 | 85,294 | 1,984,809 | - | 1,984,809 |
| Inter-segment | - | 6,520 | - | 6,520 | (6,520) | - |
| Revenue | 1,762,181 | 143,854 | 85,294 | 1,991,329 | (6,520) | 1,984,809 |
| Cost of services | (605,715) | (59,111) | (29,730) | (694,556) | 6,520 | (688,036) |
| Gross profit | 1,156,466 | 84,743 | 55,564 | 1,296,773 | - | 1,296,773 |
| SG&A expenses | (574,000) | |||||
| Allowance for expected credit losses | (38,088) | |||||
| Other income | 13,480 | |||||
| Other expenses | (6,703) | |||||
| Operating income | 691,462 | |||||
| Finance income | 94,374 | |||||
| Finance expenses | (287,663) | |||||
| Share of profit of equity-accounted investee, net of tax | 9,322 | |||||
| Income before income taxes | 507,495 | |||||
| Income taxes expenses | (44,438) | |||||
| Net income | 463,057 |
|
June 30, 2025 (unaudited) |
Undergraduate | Continuing education | Medical practice solutions | Total reportable segments | Elimination (inter-segment transactions) | Total |
| External customer | 1,641,501 | 136,272 | 77,987 | 1,855,760 | - | 1,855,760 |
| Inter-segment | - | 1,248 | 6,017 | 7,265 | (7,265) | - |
| Revenue | 1,641,501 | 137,520 | 84,004 | 1,863,025 | (7,265) | 1,855,760 |
| Cost of services | (558,931) | (46,512) | (27,168) | (632,611) | 7,265 | (625,346) |
| Gross profit | 1,082,570 | 91,008 | 56,836 | 1,230,414 | - | 1,230,414 |
| SG&A expenses | (541,318) | |||||
| Allowance for expected credit losses | (33,053) | |||||
| Other income | 6,234 | |||||
| Other expenses | (4,522) | |||||
| Operating income | 657,755 | |||||
| Finance income | 84,478 | |||||
| Finance expenses | (274,281) | |||||
| Share of profit of equity-accounted investee, net of tax | 7,876 | |||||
| Income before income taxes | 475,828 | |||||
| Income taxes expenses | (42,250) | |||||
| Net income | 433,578 |
| 4. | Cash and cash equivalents |
| June 30, 2026 | December 31, 2025 | |
| (unaudited) | ||
| Cash and bank deposits | 16,301 | 15,470 |
| Cash equivalents | 990,189 | 1,109,911 |
| 1,006,490 | 1,125,381 |
Cash equivalents correspond to investment funds and Bank Certificates of Deposit (CDB) with highly rated financial institutions, available for immediate use and have an insignificant risk of changes in value.
As of June 30, 2026, the average interest on these investments is equivalent to 101.1% of the CDI rate (December 31, 2025: 101.2%). Cash equivalents denominated in U.S. dollars totaled R$26,348 as of June 30, 2026 (December 31, 2025: R$23,422).
| 5. | Trade receivables |
| June 30, 2026 | December 31, 2025 | |
| (unaudited) | ||
| Tuition fees | 654,105 | 596,568 |
| Educational content (i) | 45,660 | 44,679 |
| FIES (ii) | 179,168 | 139,158 |
Afya Limited Notes to the consolidated financial statements Expressed in thousands of Brazilian reais, unless otherwise stated |
| Educational credits (iii) | 36,681 | 33,399 |
| Mobile app subscription (iv) | 15,718 | 21,484 |
| Other | 23,829 | 17,226 |
| 955,161 | 852,514 | |
| Allowance for expected credit losses | (102,457) | (100,156) |
| 852,704 | 752,358 | |
| Current | 819,716 | 717,373 |
| Non-current | 32,988 | 34,985 |
(i) Related to trade receivables from sales of e-books and medical courses through the Continuing education’s platform.
(ii) Related to trade receivables from the FIES program, created by the Brazilian federal government to offer financing to low-income students enrolled in undergraduate programs in private higher education institutions.
(iii) Related to the financing programs offered by the Company’s subsidiaries to its students.
(iv) Related to trade receivables from mobile applications subscriptions for Medical practice solutions.
As of June 30, 2026 and December 31, 2025, the aging of trade receivables was as follows:
| June 30, 2026 | December 31, 2025 | |
| (unaudited) | ||
| Neither past due nor impaired | 378,039 | 383,887 |
| Past due: | ||
| 1 to 30 days | 155,938 | 128,785 |
| 31 to 90 days | 197,099 | 165,512 |
| 91 to 180 days | 134,802 | 102,369 |
| More than 180 days | 89,283 | 71,961 |
| 955,161 | 852,514 |
The changes in the allowance for expected credit losses for the six-month periods ended June 30, 2026 and 2025, were as follows:
| June 30, 2026 | June 30, 2025 | |
| (unaudited) | (unaudited) | |
| Opening balance | (100,156) | (71,477) |
| Additions | (38,088) | (33,053) |
| Write-offs | 35,787 | 26,045 |
| Closing balance | (102,457) | (78,485) |
Afya Limited Notes to the consolidated financial statements Expressed in thousands of Brazilian reais, unless otherwise stated |
| 6. | Related parties |
The tables below summarize the balances and transactions with related parties:
| June 30, 2026 | December 31, 2025 | |
| (unaudited) | ||
| Assets | ||
| Trade receivables (i) | 349 | 384 |
| Right-of-use assets | ||
| RVL Esteves Gestão Imobiliária S.A. | 163,599 | 170,562 |
| UNIVAÇO Patrimonial Ltda. | 16,717 | 17,553 |
| IESVAP Patrimonial Ltda. | 26,836 | 27,970 |
| Other (ii) | 533 | - |
| 208,034 | 216,469 | |
| Current | 882 | - |
| Non-current | 207,152 | 216,469 |
| Liabilities | ||
| Lease liabilities | ||
| RVL Esteves Gestão Imobiliária S.A. | 198,391 | 202,513 |
| UNIVAÇO Patrimonial Ltda. | 22,245 | 22,802 |
| IESVAP Patrimonial Ltda. | 34,831 | 35,475 |
| 255,467 | 260,790 | |
| Current | 10,130 | 9,447 |
| Non-current | 245,337 | 251,343 |
| June 30, 2026 | June 30, 2025 | |
| (unaudited) | (unaudited) | |
| Income (expenses) | ||
| UEPC (i) | 230 | 325 |
| EMIVE Patrulha 24 horas Ltda. (iii) | (6) | (7) |
| Depreciation - Right-of-use assets | ||
| RVL Esteves Gestão Imobiliária S.A. | (6,522) | (5,842) |
| UNIVAÇO Patrimonial Ltda. | (836) | (791) |
| IESVAP Patrimonial Ltda. | (1,134) | (1,075) |
| Lease liabilities payments | ||
| RVL Esteves Gestão Imobiliária S.A. | (15,766) | (13,755) |
| UNIVAÇO Patrimonial Ltda. | (1,923) | (1,842) |
| IESVAP Patrimonial Ltda. | (2,776) | (2,659) |
| (28,733) | (25,646) |
(i) Refers to sales of educational content to UEPC.
(ii) Refers to expenses to be reimbursed by Bertelsmann.
(iii) Refers to amounts of expenses related to security services provided by a company of which one of Afya’s main shareholders has significant influence.
Key management personnel compensation
Key management personnel compensation included in the Company’s unaudited interim condensed consolidated statements of income and other comprehensive income comprised the following:
| June 30, 2026 | June 30, 2025 | |
| (unaudited) | (unaudited) | |
| Short-term employee benefits | 18,594 | 18,125 |
| Share-based compensation plans | 13,055 | 9,056 |
| 31,649 | 27,181 |
Compensation of the Company’s key management includes short-term employee benefits comprised by salaries, labor and social obligations, and other ordinary short-term employee benefits. The amounts disclosed in the table above are recognized as an expense in selling, general and administrative expenses during the reporting period related to key management personnel. See Note 13 for additional information on the share-based compensation plans.
| 7. | Other assets |
| June 30, 2026 | December 31, 2025 | |
| (unaudited) |
Afya Limited Notes to the consolidated financial statements Expressed in thousands of Brazilian reais, unless otherwise stated |
| Indemnification assets - Note 20 | 62,759 | 80,379 |
| Advances | 25,305 | 40,205 |
| Judicial deposits | 22,749 | 19,274 |
| Prepaid expenses | 40,908 | 18,070 |
| Other FIES credits | 6,899 | 6,866 |
| Convertible loans from venture capital investments | 14,244 | 13,240 |
| Marisa Care investment (i) | 3,408 | - |
| Dividends | - | 6,287 |
| Other assets | 5,386 | 4,106 |
| 181,658 | 188,427 | |
| Current | 65,509 | 62,947 |
| Non-current | 116,149 | 125,480 |
(i) Marisa Care investment
On May 29, 2026, the Company participated in a new financing round of Marisa Care, which resulted in: (i) the conversion into equity interest of the convertible loan previously classified as venture capital investments within Other assets; and (ii) an additional cash investment. Following the completion of the transaction, the Company obtained a 2.38% ownership interest in the investee's share capital.
This investment does not provide the Company with significant influence or control over
the investee and is therefore accounted for as an equity instrument measured at fair value through profit or loss (FVTPL) in accordance
with IFRS 9. Subsequent changes in fair value are recognized in profit or loss in the period in which they arise.
Afya Limited Notes to the consolidated financial statements Expressed in thousands of Brazilian reais, unless otherwise stated |
| 8. | Investment in associate |
The Company holds a 30% interest in UEPC, a medical school located in the Federal District that offers higher education and post-graduate courses, both in person and long-distance learning. The Company’s interest in UEPC is accounted for using the equity method. The tables below summarize the financial information of the Company’s investment in UEPC:
| June 30, 2026 | December 31, 2025 | |
| (unaudited) | ||
| Current assets | 35,816 | 27,686 |
| Non-current assets | 118,697 | 118,550 |
| Current liabilities | (23,197) | (44,726) |
| Non-current liabilities | (92,053) | (90,394) |
| Equity | 39,263 | 11,116 |
| Company’s share in equity - 30% | 11,779 | 3,335 |
| Goodwill | 43,183 | 43,183 |
| Carrying amount of the investment | 54,962 | 46,518 |
| June 30, 2026 | June 30, 2025 | |
| (unaudited) | (unaudited) | |
| Revenue | 92,033 | 83,404 |
| Cost of services | (30,936) | (30,429) |
| Selling, general and administrative expenses | (21,524) | (20,067) |
| Allowance for expected credit losses | (1,199) | (1,009) |
| Other income | 752 | 615 |
| Other expenses | (3,765) | (3,652) |
| Net finance result | (3,374) | (1,157) |
| Income before income taxes | 31,987 | 27,705 |
| Income taxes expenses | (913) | (1,452) |
| Net income | 31,074 | 26,253 |
| Company’s share of profit, net of tax | 9,322 | 7,876 |
The movements during the six-month periods ended June 30, 2026 and 2025 are shown below:
| June 30, 2026 | June 30, 2025 | |
| (unaudited) | (unaudited) | |
| Opening balance | 46,518 | 54,442 |
| Share of profit, net of tax | 9,322 | 7,876 |
| Dividends received | (878) | (8,803) |
| Closing balance | 54,962 | 53,515 |
The Company tests the recoverability of the carrying amount of the Company’s investment in UEPC at least annually. As of June 30, 2026 and December 31, 2025, no impairment had to be recognized.
| 9. | Property and equipment |
The Company assesses at each reporting date whether there is an indication that a property and equipment asset may be impaired. If any indication exists, the Company estimates the asset’s recoverable amount. There were no impairment indicatives of property and equipment as of and for the six-month period ended June 30, 2026 and for the year ended December 31, 2025. The following table shows the balances and movements in property and equipment during the six-month periods ended June 30, 2026 and 2025.
Afya Limited Notes to the consolidated financial statements Expressed in thousands of Brazilian reais, unless otherwise stated |
| Building | Machinery and equipment | Lands | Vehicles | Furniture and fixtures | IT equipment | Library books | Leasehold improvements | Construction in progress | Total | |
| Cost | ||||||||||
| As of January 1, 2025 | 99,366 | 149,407 | 18,852 | 1,442 | 124,818 | 108,817 | 33,553 | 309,413 | 44,034 | 889,702 |
| Additions | 121 | 16,175 | - | - | 14,954 | 9,572 | 922 | 2,528 | 37,345 | 81,617 |
| Write-off (i) | - | (114) | - | (319) | (637) | (739) | (80) | (177) | (6) | (2,072) |
| Transfer | 8,546 | - | - | - | 809 | (809) | - | 37,730 | (46,276) | - |
| As of June 30, 2025 (unaudited) | 108,033 | 165,468 | 18,852 | 1,123 | 139,944 | 116,841 | 34,395 | 349,494 | 35,097 | 969,227 |
| As of January 1, 2026 | 108,502 | 177,983 | 18,852 | 1,007 | 153,283 | 129,731 | 34,651 | 351,462 | 69,186 | 1,044,657 |
| Additions | - | 9,176 | - | 6 | 6,573 | 3,773 | 332 | - | 21,143 | 41,003 |
| Write-off (i) | - | (389) | - | - | (1,267) | (813) | - | - | (33) | (2,502) |
| Transfer | 2,514 | 27 | - | - | - | - | - | 72,438 | (74,979) | - |
| As of June 30, 2026 (unaudited) | 111,016 | 186,797 | 18,852 | 1,013 | 158,589 | 132,691 | 34,983 | 423,900 | 15,317 | 1,083,158 |
| Depreciation | ||||||||||
| As of January 1, 2025 | (13,962) | (45,110) | - | (137) | (28,080) | (41,495) | (21,710) | (80,726) | - | (231,220) |
| Depreciation | (2,586) | (9,847) | - | (155) | (7,440) | (9,131) | (1,538) | (24,587) | - | (55,284) |
| Write-off (i) | - | 736 | - | 185 | 441 | 80 | 80 | 14 | - | 1,536 |
| As of June 30, 2025 (unaudited) | (16,548) | (54,221) | - | (107) | (35,079) | (50,546) | (23,168) | (105,299) | - | (284,968) |
| As of January 1, 2026 | (18,924) | (62,426) | - | (140) | (43,014) | (60,464) | (24,632) | (123,572) | - | (333,172) |
| Depreciation | (2,401) | (10,432) | - | (139) | (8,585) | (10,756) | (1,408) | (16,058) | - | (49,779) |
| Write-off (i) | - | 114 | - | - | 588 | 715 | - | - | - | 1,417 |
| As of June 30, 2026 (unaudited) | (21,325) | (72,744) | - | (279) | (51,011) | (70,505) | (26,040) | (139,630) | - | (381,534) |
| Net book value | ||||||||||
| As of June 30, 2026 (unaudited) | 89,691 | 114,053 | 18,852 | 734 | 107,578 | 62,186 | 8,943 | 284,270 | 15,317 | 701,624 |
| As of December 31, 2025 | 89,578 | 115,557 | 18,852 | 867 | 110,269 | 69,267 | 10,019 | 227,890 | 69,186 | 711,485 |
(i) Refers to items written-off as result of lack of expectation of future use, in connection
with the Company’s physical inventory procedures.
Afya Limited Notes to the consolidated financial statements Expressed in thousands of Brazilian reais, unless otherwise stated |
| 10. | Intangible assets |
| Goodwill | Licenses with indefinite useful life | Trademarks | Customer relationships | Software | Education content | Developed technology | Educational platform | Intangible in progress | Other | Total | |
| Cost | |||||||||||
| As of January 1, 2025 | 1,526,733 | 3,360,786 | 182,060 | 612,827 | 95,953 | 108,269 | 102,523 | 134,820 | 27,473 | 1,055 | 6,152,499 |
| Additions | - | 99,629 | - | - | - | 9,863 | 5,467 | 10,462 | 18,034 | - | 143,455 |
| Write-off | - | - | - | - | - | - | (1) | - | (80) | - | (81) |
| Transfer | - | - | - | - | 27,464 | - | - | - | (27,464) | - | - |
| As of June 30, 2025 (unaudited) | 1,526,733 | 3,460,415 | 182,060 | 612,827 | 123,417 | 118,132 | 107,989 | 145,282 | 17,963 | 1,055 | 6,295,873 |
| As of January 1, 2026 | 1,526,733 | 3,460,415 | 182,060 | 612,136 | 127,760 | 133,373 | 112,074 | 166,070 | 68,545 | 1,055 | 6,390,221 |
| Additions | - | - | - | - | - | 14,640 | 1,519 | 24,705 | 38,096 | - | 78,960 |
| Write-off | - | - | - | - | - | (6) | (120) | - | - | - | (126) |
| Transfer | - | - | - | - | 74,392 | - | (2,638) | - | (71,754) | - | - |
| As of June 30, 2026 (unaudited) | 1,526,733 | 3,460,415 | 182,060 | 612,136 | 202,152 | 148,007 | 110,835 | 190,775 | 34,887 | 1,055 | 6,469,055 |
| Amortization | |||||||||||
| As of January 1, 2025 | - | - | (38,544) | (384,684) | (41,758) | (60,700) | (42,635) | (51,099) | - | (290) | (619,710) |
| Amortization | - | - | (2,561) | (38,623) | (11,947) | (10,545) | (9,937) | (18,588) | - | (53) | (92,254) |
| As of June 30, 2025 (unaudited) | - | - | (41,105) | (423,307) | (53,705) | (71,245) | (52,572) | (69,687) | - | (343) | (711,964) |
| As of January 1, 2026 | - | - | (43,671) | (458,862) | (66,877) | (81,482) | (59,376) | (91,577) | - | (396) | (802,241) |
| Amortization | - | - | (3,413) | (33,708) | (16,810) | (10,186) | (2,409) | (24,417) | - | (53) | (90,996) |
| Write-off | - | - | - | - | - | - | 22 | - | - | - | 22 |
| As of June 30, 2026 (unaudited) | - | - | (47,084) | (492,570) | (83,687) | (91,668) | (61,763) | (115,994) | - | (449) | (893,215) |
| Net book value | |||||||||||
| As of June 30, 2026 (unaudited) | 1,526,733 | 3,460,415 | 134,976 | 119,566 | 118,465 | 56,339 | 49,072 | 74,781 | 34,887 | 606 | 5,575,840 |
| As of December 31, 2025 | 1,526,733 | 3,460,415 | 138,389 | 153,274 | 60,883 | 51,891 | 52,698 | 74,493 | 68,545 | 659 | 5,587,980 |
Afya Limited Notes to the consolidated financial statements Expressed in thousands of Brazilian reais, unless otherwise stated |
Impairment testing of goodwill and intangible assets with indefinite lives
The Company performs its annual impairment test in December and when circumstances indicated that the carrying value may be impaired. The Company’s impairment test for goodwill and intangible assets with indefinite lives is based on value-in-use calculations. 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, 2025. There were no impairment indicatives of goodwill and intangible assets with indefinite lives as of and for the six-month period ended June 30, 2026 and for the year ended December 31, 2025.
Other intangible assets
Intangible assets, other than goodwill and licenses with indefinite useful lives, are valued separately for each acquisition and are amortized during each useful life. The useful lives and methods of amortization of other intangibles are reviewed at each financial year end and adjusted prospectively, if appropriate.
There were no impairment indicatives of intangible assets with finite useful lives as of and for the six-month period ended June 30, 2026 and for the year ended December 31, 2025.
| 11. | Financial assets and liabilities |
| 11.1. | Financial assets |
| June 30, 2026 | December 31, 2025 | |
| At amortized cost | (unaudited) | |
| Cash and cash equivalents | 1,006,490 | 1,125,381 |
| Trade receivables | 852,704 | 752,358 |
| Other FIES credits - Other assets | 6,899 | 6,866 |
| Dividends receivable - Other assets | - | 6,287 |
| 1,866,093 | 1,890,892 | |
| Current | 1,826,206 | 1,849,041 |
| Non-current | 39,887 | 41,851 |
| June 30, 2026 | December 31, 2025 | |
| At fair value | (unaudited) | |
| Marisa Care investment - Other assets | 3,408 | - |
| 3,408 | - | |
| Current | - | - |
| Non-current | 3,408 | - |
| 11.2. | Financial liabilities |
| June 30, 2026 | December 31, 2025 | |
| At amortized cost | (unaudited) | |
| Trade payables | 145,985 | 123,581 |
| Loans and financing | 2,047,895 | 2,054,267 |
| Lease liabilities | 1,070,292 | 1,065,746 |
| Accounts payable to selling shareholders | 31,230 | 115,447 |
| Dividends payable | 762 | 192 |
| 3,296,164 | 3,359,233 | |
| Current | 346,356 | 326,432 |
| Non-current | 2,949,808 | 3,032,801 |
| June 30, 2026 | December 31, 2025 | |
| At fair value | (unaudited) | |
| Accounts payable to selling shareholders (earn-outs) | - | 3,337 |
| Accounts payable to selling shareholders (Unidom) | 321,318 | 321,813 |
| 321,318 | 325,150 | |
| Current | 40,165 | 24,421 |
| Non-current | 281,153 | 300,729 |
| 11.2.1. | Loans and financing |
| Financial institution | Currency | Interest rate | Maturity | June 30, 2026 | December 31, 2025 |
| (unaudited) |
Afya Limited Notes to the consolidated financial statements Expressed in thousands of Brazilian reais, unless otherwise stated |
| FINEP | Brazilian real | TJLP p.y. | - | - | 5,262 |
| IFC | Brazilian real | CDI + 1.05% p.y. | April 2030 | 510,172 | 510,672 |
| Commercial notes | Brazilian real | CDI + 0.70% p.y. | October 2028 | 512,475 | 512,678 |
| Commercial notes | Brazilian real | CDI + 0.85% p.y. | October 2030 | 1,025,248 | 1,025,655 |
| 2,047,895 | 2,054,267 | ||||
| Current | 126,364 | 60,668 | |||
| Non-current | 1,921,531 | 1,993,599 |
| 11.2.2. | Leases |
The Company has property lease contracts with maturities between one and 30 years. There are no contract modification, sublease or variable payments in the period. The remeasurements are related to index-based updates of the lease payments amounts.
The carrying amounts of right-of-use assets and lease liabilities as of June 30, 2026 and December 31, 2025 and the movements during the six-month periods ended June 30, 2026 and 2025 are shown below:
| Right-of-use assets | Lease liabilities | ||||
| June 30, 2026 | June 30, 2025 | June 30, 2026 | June 30, 2025 | ||
| (unaudited) | (unaudited) | (unaudited) | (unaudited) | ||
| Opening balance | 896,758 | 842,219 | 1,065,746 | 978,336 | |
| Additions | 3,501 | 33,730 | 3,501 | 33,730 | |
| Remeasurement | 31,166 | 23,322 | 31,166 | 23,322 | |
| Depreciation expense | (42,870) | (38,915) | - | - | |
| Interest expense | - | - | 62,495 | 59,727 | |
| Payments of principal | - | - | (27,273) | (24,222) | |
| Payments of interest | - | - | (64,366) | (58,793) | |
| Write-off (i) | (975) | (1,000) | (977) | (1,009) | |
| Closing balance | 887,580 | 859,356 | 1,070,292 | 1,011,091 | |
| Balances: | June 30, 2026 | December 31, 2025 | June 30, 2026 | December 31, 2025 | |
| (unaudited) | (unaudited) | ||||
| Current | - | - | 57,630 | 55,772 | |
| Non-current | 887,580 | 896,758 | 1,012,662 | 1,009,974 |
(i) Refers to early termination of lease contracts.
The Company recognized lease expenses from short-term leases and low-value assets of R$6,900
and R$6,187 for the six-month periods ended June 30, 2026 and 2025, respectively.
Afya Limited Notes to the consolidated financial statements Expressed in thousands of Brazilian reais, unless otherwise stated |
| 11.2.3. | Accounts payable to selling shareholders |
| Interest rate | June 30, 2026 | December 31, 2025 | |
| (unaudited) | |||
| Accounts payable at amortized cost (deferred consideration) | |||
| DelRey | Selic | - | 71,604 |
| FUNIC | CDI | 31,230 | 43,843 |
| Accounts payable at fair value (contingent consideration) | |||
| Shosp | - | - | 454 |
| CardioPapers | - | - | 2,883 |
| Unidom | CDI | 321,318 | 321,813 |
| 352,548 | 440,597 | ||
| Current | 55,780 | 110,640 | |
| Non-current | 296,768 | 329,957 |
The movements during the six-month periods ended June 30, 2026 and 2025 are shown below:
| June 30, 2026 | June 30, 2025 | |
| (unaudited) | (unaudited) | |
| Opening balance | 440,597 | 530,772 |
| Additions | - | 40,000 |
| Payments of principal | (81,675) | (81,463) |
| Payments of interest | (30,020) | (14,536) |
| Interest | 2,737 | 10,659 |
| Remeasurement of contingent consideration | 20,909 | 20,681 |
| Closing balance | 352,548 | 506,113 |
| 11.3. | Fair values |
The table below compares the carrying amounts and fair values of the Company’s financial instruments, other than those carrying amounts that are reasonable approximation of fair values:
| June 30, 2026 (unaudited) | December 31, 2025 | ||||
| Carrying amount | Fair value | Carrying amount | Fair value | ||
| Financial liabilities | |||||
| Loans and financing | 2,047,895 | 2,045,378 | 2,054,267 | 2,056,492 | |
| 2,047,895 | 2,045,378 | 2,054,267 | 2,056,492 | ||
The Company assessed that the fair values of cash and cash equivalents, trade receivables, other assets, trade payables and accounts payable to selling shareholders approximate their carrying amounts.
The financial instruments for which fair value are disclosed are based on Level 2 fair value measurement hierarchy. There has been no change in fair value hierarchy from December 31, 2025 to June 30, 2026.
The fair value of interest-bearing loans and financing are determined
by using the discounted cash flow (DCF) method using a discount rate that reflects the issuer’s borrowing rate as of the end of
the reporting period.
Afya Limited Notes to the consolidated financial statements Expressed in thousands of Brazilian reais, unless otherwise stated |
| 11.4. | Financial instruments risk management objectives and policies |
The Company’s main financial liabilities comprise loans and financing, lease liabilities, accounts payable to selling shareholders and trade payables. The main purpose of these financial liabilities is to finance the Company’s operations and expansion. The Company’s main financial assets include cash and cash equivalents and trade receivables.
The Company is exposed to market risk, credit risk and liquidity risk. The Company monitors market, credit and liquidity risks in line with the objectives of capital management and counts on the support, monitoring and oversight of the Board of Directors in decisions related to capital management and its alignment with the objectives and risks. The Company’s policy is that no trading of derivatives for speculative purposes may be undertaken. The Board of Directors reviews and agrees with policies for managing each of these risks, which are summarized below.
| 11.4.1. | Market risk |
Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. The Company’s exposure to market risk is related to interest rate and foreign currency risk. The sensitivity analysis in the following sections relates to the position as of June 30, 2026.
a) Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company’s exposure to the risk of changes in market interest rates relates primarily to the Company’s cash equivalents, loans and financing and accounts payable to selling shareholders, with floating interest rates.
Sensitivity analysis
The table below demonstrates the sensitivity to a reasonably possible change in interest on cash equivalents, loans and financing and accounts payable to selling shareholders. With all variables held constant, the Company’s income before income taxes is affected through the impact on floating interest rates, as follows:
| June 30, 2026 | Index | Base rate | |
| (unaudited) | |||
| Cash equivalents | 963,841 | CDI | 137,884 |
| Loans and financing | (2,047,895) | CDI | (307,944) |
| Accounts payable to selling shareholders | (352,548) | CDI | (49,885) |
| Net exposure | (219,945) |
| Increase in basis points | ||
| +75 | +150 | |
| Net effect on profit before tax | (10,775) | (21,549) |
Afya Limited Notes to the consolidated financial statements Expressed in thousands of Brazilian reais, unless otherwise stated |
b) Foreign currency risk
Foreign currency risk is the risk that the fair value or future cash flows of exposure will fluctuate because of changes in foreign exchange rates. The Company’s exposure to the risk of changes in foreign exchange rates relates to cash and cash equivalents denominated in U.S. dollars in the amount of R$26,348 as of June 30, 2026 (December 31, 2025: R$23,422).
Sensitivity analysis
The table below demonstrates the sensitivity in the Company’s income before income taxes of a 10% change in the U.S. dollar exchange rate (R$5.1760 to U.S. dollar 1.00) as of June 30, 2026, with all other variables held constant.
| Exposure | +10% | -10% | |
| Cash equivalents | 26,348 | 2,635 | (2,635) |
| 11.4.2. | Credit risk |
Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing activities, including cash and cash equivalents.
Customer credit risk is managed by the Company based on the established policy, procedures and control relating to customer credit risk management. Outstanding customer receivables are regularly monitored. See Note 5 for additional information on the Company’s trade receivables.
Credit risk from balances with banks and financial institutions is managed by the Company’s treasury department in accordance with the Company’s policy. Investments of surplus funds are made only with approved counterparties and within limits assigned to each counterparty.
The carrying amounts of its financial assets are the Company’s maximum exposure to credit risk for the components of the consolidated statements of financial position on June 30, 2026 and December 31, 2025.
| 11.4.3. | Liquidity risk |
The Company’s Management has responsibility for monitoring liquidity risk. To achieve the Company’s objective, Management regularly reviews the risk and maintains appropriate reserves, including bank credit facilities with first tier financial institutions. Management also continuously monitors projected and actual cash flows and the combination of the maturity profiles of the financial assets and liabilities.
The main requirements for financial resources used by the Company arise from the need to make payments for suppliers, operating expenses, labor and social obligations, loans and financing and accounts payable to selling shareholders.
The tables below summarize the maturity profile of the Company’s financial liabilities based on contractual undiscounted amounts:
| As of June 30, 2026 (unaudited) | Less than 1 year | 1 to 3 years | 3 to 5 years | More than 5 years | Total |
| Trade payables | 145,985 | - | - | - | 145,985 |
| Loans and financing | 361,853 | 1,277,431 | 1,304,441 | - | 2,943,725 |
| Lease liabilities | 182,972 | 356,947 | 331,463 | 1,298,554 | 2,169,936 |
| Accounts payable to selling shareholders | 60,851 | 125,888 | 137,768 | 288,592 | 613,099 |
| 751,661 | 1,760,266 | 1,773,672 | 1,587,146 | 5,872,745 |
| As of December 31, 2025 | Less than 1 year | 1 to 3 years | 3 to 5 years | More than 5 years | Total |
| Trade payables | 123,581 | - | - | - | 123,581 |
| Loans and financing | 308,292 | 1,360,411 | 1,473,733 | - | 3,142,436 |
| Lease liabilities | 178,638 | 347,847 | 331,019 | 1,342,713 | 2,200,217 |
| Accounts payable to selling shareholders | 126,307 | 131,446 | 185,821 | 502,355 | 945,929 |
| 736,818 | 1,839,704 | 1,990,573 | 1,845,068 | 6,412,163 |
Afya Limited Notes to the consolidated financial statements Expressed in thousands of Brazilian reais, unless otherwise stated |
| 11.5. | Changes in liabilities arising from financing activities |
| January 1, 2026 | Payments of principal | Payments of interest | Additions and remeasurements | Interest | Other | June 30, 2026 | |
| (unaudited) | |||||||
| Loans and financing | 2,054,267 | (5,254) | (148,701) | - | 146,018 | 1,565 | 2,047,895 |
| Lease liabilities | 1,065,746 | (27,273) | (64,366) | 34,667 | 62,495 | (977) | 1,070,292 |
| Dividends payable | 192 | (314,882) | - | 315,452 | - | - | 762 |
| 3,120,205 | (347,409) | (213,067) | 350,119 | 208,513 | 588 | 3,118,949 |
| January 1, 2025 | Payments of principal | Payments of interest | Additions and remeasurements | Interest | Other | June 30, 2025 | |
| (unaudited) | |||||||
| Loans and financing | 2,195,161 | (1,543) | (110,399) | - | 127,273 | 3,475 | 2,213,967 |
| Lease liabilities | 978,336 | (24,222) | (58,793) | 57,052 | 59,727 | (1,009) | 1,011,091 |
| Dividends payable | - | (138,479) | - | 139,257 | - | - | 778 |
| 3,173,497 | (164,244) | (169,192) | 196,309 | 187,000 | 2,466 | 3,225,836 |
The changes in equity arising from financing activities are disclosed in the consolidated statements of changes in equity.
| 12. | Capital management |
For the purposes of the Company’s capital management, capital considers total equity. The primary objective of the Company’s capital management is to maximize shareholder value.
To achieve its overall objective, the Company’s capital management, among other things, aims to ensure that it meets financial and non-financial covenants under the debentures and other loans and financing. Breaches in meeting the financial covenants would permit the bank to immediately call loans and financing. There have been no breaches of the financial and non-financial covenants of any loans and financing in the current period and previous years.
No changes were made in the objectives, policies or processes
for managing capital during the six-month period ended June 30, 2026.
Afya Limited Notes to the consolidated financial statements Expressed in thousands of Brazilian reais, unless otherwise stated |
| 13. | Labor and social obligations |
a) Variable compensation (bonuses)
The bonuses related to variable compensation of employees and management of R$35,031 and R$27,197 are recognized in cost of services and selling, general and administrative expenses in the consolidated statements of income and other comprehensive income for the six-month periods ended June 30, 2026 and 2025, respectively.
b) Afya Limited share-based compensation plans
b.1) Stock options plan
The stock options plan was approved on August 30, 2019, as amended, and granted to senior executives and other employees of the Company from that date.
During the six-month period ended June 30, 2026 the Company had the following grants of stock options to its executives:
| June 30, 2026 | |
| (unaudited) | |
| Amount | 40,000 |
| Exercise price at the measurement date | R$60.38 |
| Dividend yield (%) | 0% |
| Expected volatility (%) | 28-39% |
| Risk-free interest rate (%) | 13-15% |
| Expected life of stock options (years) | 1-5 |
| Share price at the measurement date | R$71.62 |
| Valuation model | Binomial |
| Weighted average fair value at the measurement date | R$26.22 |
The table below presents the number and movements in stock options for the six-month periods ended June 30, 2026 and 2025:
|
Weighted average exercise price (in Brazilian Reais) |
Number of stock options | ||
| June 30, 2026 | June 30, 2025 | ||
| (unaudited) | (unaudited) | ||
| Outstanding at January 1 | 65.91 | 1,843,369 | 1,610,679 |
| Granted | 60.38 | 40,000 | 60,000 |
| Exercised | 62.55 | (158,292) | (381,271) |
| Forfeited | 72.82 | (34,715) | (57,152) |
| Expired | 63.18 | (151,320) | (30,236) |
| Outstanding at June 30 | 62.76 | 1,539,042 | 1,202,020 |
| Exercisable | 63.02 | 559,522 | 358,270 |
The share-based compensation expenses of R$7,602 and R$5,410 are
recognized in selling, general and administrative expenses in the consolidated statements of income and other comprehensive income for
the six-month periods ended June 30, 2026 and 2025, respectively.
Afya Limited Notes to the consolidated financial statements Expressed in thousands of Brazilian reais, unless otherwise stated |
b.2) Restricted Stock Units (RSU) Program
On July 8, 2022, the Company approved the Restricted Stock Units (RSU) program for its employees. The participant's right to effectively receive ownership of the restricted stock units will be conditioned on the participant's continuance as an employee or director in the business group from the grant date until vesting. The executives will be entitled to these shares in a proportion of 10%, 20%, 30%, 40% each year.
The Company accounts for the RSU plan as an equity-settled plan, except for the portion of labor and social securities obligations.
During the six-month period ended June 30, 2026 the Company had the following grants of RSUs to its executives:
| June 30, 2026 | |
| (unaudited) | |
| Amount | 20,000 |
| Weighted average fair value at the measurement date | R$71.62 |
| Vesting period (years) | 1-4 |
The table below presents the number and movements in RSUs for the six-month periods ended June 30, 2026 and 2025:
| June 30, 2026 | June 30, 2025 | |
| (unaudited) | (unaudited) | |
| Outstanding at January 1 | 719,718 | 656,634 |
| Granted | 20,000 | 35,000 |
| Exercised | (280,428) | (224,070) |
| Forfeited | - | (2,216) |
| Expired | (6,200) | (15,672) |
| Outstanding at June 30 | 453,090 | 449,676 |
Total RSU expenses of R$11,639 and R$7,110 are recognized in selling, general and administrative expenses in the consolidated statements of income and other comprehensive income for the six-month period ended June 30, 2026 and 2025, respectively. Labor and social obligations expenses were R$1,452 and R$3,000 for the six-month periods ended June 30, 2026 and 2025, respectively.
| 14. | Equity |
Share capital
As of June 30, 2026 and December 31, 2025, the Company’s share capital was R$17 represented by 93,722,831 shares comprised by 55,148,697 class A common shares and 38,574,134 class B common shares. As of June 30, 2026 and December 31, 2025, the Company’s authorized capital was US$50 thousand divided into 1,000,000,000 shares of a nominal value of US$0.00005 each.
Dividends
In the six-month period ended June 30, 2026, CCSI and IESVAP approved the payment of dividends of R$35,371, which R$27,296 was distributed to the Company and R$8,075 to non-controlling shareholders (June 30 2025: R$42,088, which R$32,615 was distributed to the Company and R$9,473 to non-controlling shareholders).
On March 12, 2026, the Company’s Board of Directors approved a dividend distribution in the amount of R$307,377, representing 40% of the Company’s consolidated net income for the year ended December 31, 2025 and a dividend per share of R$3.446838, paid in U.S. dollars on April 6, 2026, to the shareholders on record as of the close of business on March 25, 2026, at the exchange rate (PTAX) published by the Brazilian Central Bank on March 13, 2026.
Treasury shares
On August 13, 2025, the Company’s board of directors approved a new share repurchase program. Under the share repurchase program, Afya may repurchase up to 4,000,000 of its outstanding Class A common shares, in the open market, based on prevailing market prices, or in privately negotiated transactions, beginning from August 15, 2025
Afya Limited Notes to the consolidated financial statements Expressed in thousands of Brazilian reais, unless otherwise stated |
until the earlier of the completion of the repurchase or December 31, 2026, depending upon market conditions. During the six-month period June 30, 2026, the Company’s cash outflow was R$133,011.
The table below illustrates the number and movements in treasury shares during the six-month periods ended June 30, 2026 and 2025:
| Number of treasury shares |
Average price (in Brazilian Reais) | |
| Outstanding at January 1, 2025 | 3,455,538 | 79.28 |
| Delivered under the share-based compensation plans | (543,722) | 79.28 |
| Outstanding at June 30, 2025 (unaudited) | 2,911,816 | 79.28 |
| Outstanding at January 1, 2026 | 3,855,150 | 79.52 |
| Repurchased | 1,751,067 | 75,96 |
| Delivered under the share-based compensation plans | (361,602) | 78,67 |
| Outstanding at June 30, 2026 (unaudited) | 5,244,615 | 78,39 |
| 15. | Earnings per share |
The table below presents the basic and diluted earnings per share calculations:
| Three-month period ended | Six-month period ended | |||
| June 30, 2026 | June 30, 2025 | June 30, 2026 | June 30, 2025 | |
| Numerator | (unaudited) | (unaudited) | (unaudited) | (unaudited) |
| Net income attributable to the owners of the Company | 197,118 | 172,332 | 454,137 | 424,331 |
| Denominator | ||||
| Weighted average number of outstanding shares | 88,857,200 | 90,523,294 | 89,113,348 | 90,402,759 |
| Effects of dilution from stock options and restricted stock units | 442,124 | 962,514 | 559,979 | 1,020,927 |
| Weighted average number of outstanding shares adjusted for the effect of dilution | 89,299,324 | 91,485,808 | 89,673,327 | 91,423,686 |
| Basic earnings per share (R$) | 2.22 | 1.90 | 5.10 | 4.69 |
| Diluted earnings per share (R$) | 2.21 | 1.88 | 5.06 | 4.64 |
| 16. | Revenue |
| Three-month period ended | Six-month period ended | ||||
| June 30, 2026 | June 30, 2025 | June 30, 2026 | June 30, 2025 | ||
| (unaudited) | (unaudited) | (unaudited) | (unaudited) | ||
| Tuition fees | 1,301,737 | 1,166,639 | 2,606,431 | 2,332,390 | |
| Other | 71,714 | 80,412 | 163,794 | 161,895 | |
| Deductions | |||||
| Discount and scholarships | (220,414) | (167,881) | (434,956) | (328,343) | |
| Returns | (12,221) | (8,157) | (19,871) | (13,954) | |
| Taxes | (52,310) | (48,212) | (104,555) | (97,041) | |
| PROUNI | (116,409) | (103,401) | (226,034) | (199,187) | |
| 972,097 | 919,400 | 1,984,809 | 1,855,760 | ||
| Timing of revenue recognition | |||||
| Transferred over time | 963,650 | 898,924 | 1,953,092 | 1,813,323 | |
| Transferred at a point in time | 8,447 | 20,476 | 31,717 | 42,437 | |
The Company’s revenue from contracts with customers are all in Brazil. The Company is not subject to the payment of the contributions Social Integration Program (Programa de Integração Social, or PIS) and the Social Contribution on Revenue (Contribuição para o Financiamento da Seguridade Social, or COFINS) on the revenue from under graduation degrees under the PROUNI program.
The tables below present the revenue for the Company’s operating segments for the six-month periods ended June 30, 2026 and 2025.
| Undergraduate | Continuing education | Medical practice solutions | Elimination (inter-segment transactions) | June 30, 2026 | |
| (unaudited) | |||||
| Types of services or goods | 1,762,181 | 143,854 | 85,294 | (6,520) | 1,984,809 |
Afya Limited Notes to the consolidated financial statements Expressed in thousands of Brazilian reais, unless otherwise stated |
| Tuition fees | 1,753,796 | 98,857 | - | - | 1,852,653 |
| Other | 8,385 | 44,997 | 85,294 | (6,520) | 132,156 |
| Timing of revenue recognition | 1,762,181 | 143,854 | 85,294 | (6,520) | 1,984,809 |
| Transferred over time | 1,753,796 | 120,522 | 85,294 | (6,520) | 1,953,092 |
| Transferred at a point in time | 8,385 | 23,332 | - | - | 31,717 |
| Undergraduate | Continuing education | Medical practice solutions | Elimination (inter-segment transactions) | June 30, 2025 | |
| (unaudited) | |||||
| Types of services or goods | 1,641,501 | 137,520 | 84,004 | (7,265) | 1,855,760 |
| Tuition fees | 1,633,591 | 89,925 | - | (7,265) | 1,723,516 |
| Other | 7,910 | 47,595 | 84,004 | - | 132,244 |
| Timing of revenue recognition | 1,641,501 | 137,520 | 84,004 | (7,265) | 1,855,760 |
| Transferred over time | 1,633,591 | 105,062 | 81,935 | (7,265) | 1,813,323 |
| Transferred at a point in time | 7,910 | 32,458 | 2,069 | - | 42,437 |
Afya Limited Notes to the consolidated financial statements Expressed in thousands of Brazilian reais, unless otherwise stated |
| 17. | Costs and expenses by nature |
| Three-month period ended | Six-month period ended | ||||
| June 30, 2026 | June 30, 2025 | June 30, 2026 | June 30, 2025 | ||
| (unaudited) | (unaudited) | (unaudited) | (unaudited) | ||
| Payroll (i) | (394,892) | (358,606) | (739,324) | (668,039) | |
| Hospital and medical agreements | (25,493) | (17,933) | (43,171) | (36,569) | |
| Depreciation and amortization | (90,568) | (94,698) | (183,645) | (186,453) | |
| Lease expenses | (3,613) | (3,629) | (6,900) | (6,187) | |
| Utilities | (6,973) | (7,021) | (12,260) | (12,431) | |
| Maintenance | (33,814) | (33,437) | (62,707) | (65,137) | |
| Share-based compensation | (8,092) | (5,557) | (19,241) | (12,520) | |
| Tax expenses | (3,579) | (2,409) | (6,739) | (5,653) | |
| Sales and marketing | (27,679) | (27,299) | (55,195) | (48,126) | |
| Allowance for expected credit losses | (20,245) | (16,495) | (38,088) | (33,053) | |
| Travel expenses | (5,700) | (6,117) | (10,218) | (10,941) | |
| Consulting fees | (8,012) | (8,369) | (15,373) | (14,702) | |
| Other | (51,311) | (54,008) | (107,263) | (99,906) | |
| (679,971) | (635,578) | (1,300,124) | (1,199,717) | ||
| Cost of services | (373,387) | (342,707) | (688,036) | (625,346) | |
| Selling, general and administrative expenses | (286,339) | (276,376) | (574,000) | (541,318) | |
| Allowance for expected credit losses | (20,245) | (16,495) | (38,088) | (33,053) | |
(i) Includes the costs of pedagogical services related to the practicing physician who provides practical training and supervision to medical students (preceptors).
| 18. | Finance result |
| Three-month period ended | Six-month period ended | ||||
| June 30, 2026 | June 30, 2025 | June 30, 2026 | June 30, 2025 | ||
| (unaudited) | (unaudited) | (unaudited) | (unaudited) | ||
| Financial income from cash equivalents | 27,841 | 29,264 | 65,728 | 56,815 | |
| Interest earned | 10,017 | 10,210 | 23,564 | 24,742 | |
| Other | 3,219 | 1,523 | 5,082 | 2,921 | |
| Finance income | 41,077 | 40,997 | 94,374 | 84,478 | |
| Interest expense | (82,769) | (81,674) | (169,664) | (158,613) | |
| Interest expense on lease liabilities | (32,284) | (30,164) | (62,495) | (59,727) | |
| Interest on educational financing programs | (4,048) | (2,128) | (15,657) | (13,101) | |
| Financial discounts | (11,601) | (13,882) | (22,717) | (26,418) | |
| Bank fees | (1,233) | (668) | (2,693) | (1,795) | |
| Exchange variance | (2,158) | (1,747) | (3,737) | (2,336) | |
| Other | (5,923) | (5,543) | (10,700) | (12,291) | |
| Finance expenses | (140,016) | (135,806) | (287,663) | (274,281) | |
| Net finance result | (98,939) | (94,809) | (193,289) | (189,803) | |
Afya Limited Notes to the consolidated financial statements Expressed in thousands of Brazilian reais, unless otherwise stated |
| 19. | Income taxes |
Income taxes are comprised of taxation over operations in Brazil, related to Corporate Income Tax (IRPJ) and Social Contribution on Net Profit (CSLL). According to Brazilian tax legislation, income taxes and social contribution are assessed and paid by legal entity and not on a consolidated basis, except by the requirements of the Pillar Two global minimum tax.
Income taxes expenses
The Company calculates the income taxes expenses using the tax rate that would be applicable to the expected total annual earnings, including the effects of the OECD’s Pillar Two global minimum tax.
The table below presents the reconciliation of income taxes expenses for the six-month periods ended June 30, 2026 and 2025:
| Three-month period ended | Six-month period ended | ||||
| June 30, 2026 | June 30, 2025 | June 30, 2026 | June 30, 2025 | ||
| (unaudited) | (unaudited) | (unaudited) | (unaudited) | ||
| Income before income taxes | 203,278 | 194,010 | 507,495 | 475,828 | |
| Statutory income taxes rate | 34% | 34% | 34% | 34% | |
| Income taxes at statutory rate | (69,114) | (65,963) | (172,548) | (161,782) | |
| Reconciliation adjustments: | |||||
| Tax effect on loss from entities not subject to taxation | (3,401) | (9,083) | (7,543) | (17,878) | |
| PROUNI - Fiscal incentive (i) | 115,449 | 112,049 | 256,715 | 243,479 | |
| Share of profit of equity-accounted investee, net of tax | 1,481 | - | 3,170 | - | |
| Unrecognized deferred taxes assets on tax losses and temporary differences | (43,015) | (20,528) | (92,253) | (52,289) | |
| Presumed profit income taxes regime effect | - | (116) | - | (305) | |
| Permanent adjustments: | |||||
| Gifts | (241) | (531) | (1,551) | (690) | |
| Sponsorship | (343) | (267) | (568) | (537) | |
| Other | (313) | (436) | (1,072) | (815) | |
| Pillar Two (ii) | (4,088) | (33,437) | (30,446) | (56,649) | |
| Other | 1,601 | 844 | 1,658 | 5,216 | |
| Income taxes expenses | (1,984) | (17,468) | (44,438) | (42,250) | |
| Current | (4,607) | (35,635) | (39,185) | (67,563) | |
| Deferred | 2,623 | 18,167 | (5,253) | 25,313 | |
| Effective rate | 1.0% | 9.0% | 8.8% | 8.9% | |
(i) The Company adhered to PROUNI, established by Law 11,096/2005, which is a federal program that exempts companies of paying income taxes and social contribution upon compliance with certain requirements required by this Law.
(ii) The Company is subject to the Pillar Two global minimum tax rules
(OECD/G20), as implemented in Brazil through the Additional Social Contribution (QDMTT) under Law No. 15,079/2024 and Normative Instructions
RFB No. 2,228/2024, 2,319/2026 and 2,329/2026. During 2026, the Company recognized a provision of R$50,012 for the Additional Social Contribution,
recorded within income taxes payable. The Pillar Two current tax expense recognized in the period amounted to R$30,446, net of provisions
of the GloBE rules applicable to the Brazilian jurisdiction. The liability related to fiscal year 2025, in the amount of R$89,892, was
fully settled on July 31, 2026.
Afya Limited Notes to the consolidated financial statements Expressed in thousands of Brazilian reais, unless otherwise stated |
Deferred income taxes
The table below shows the balances of deferred tax assets and liabilities as of June 30, 2026 and December 31, 2025:
| December 31, 2025 | Additions (i) | June 30, 2026 | |
| (unaudited) | |||
| Deferred tax assets | |||
| Tax losses carry forward | 1,703 | (1,609) | 94 |
| Temporary differences: | |||
| Allowance for expected credit losses | 1,196 | (278) | 918 |
| IFRS 16 - Leases: | |||
| Right-of-use assets | 56,180 | (25,110) | 31,070 |
| Lease liabilities | (47,232) | 21,452 | (25,780) |
| Provision for profit sharing | 2,047 | (1,738) | 309 |
| Provision for legal proceedings and contingencies | 7,672 | 522 | 8,194 |
| Amortization of intangible assets | 44,486 | (44,428) | 58 |
| Other | 67 | (86) | (19) |
| 66,119 | (51,275) | 14,844 | |
| Deferred tax liabilities | |||
| Tax benefit from tax deductible goodwill | (25,293) | 23,870 | (1,423) |
| Fair value remeasurements on business combinations | (28,274) | 22,152 | (6,122) |
| (53,567) | 46,022 | (7,545) | |
| Deferred tax assets (liabilities), net | 12,552 | (5,253) | 7,299 |
(i) Recognized in the consolidated statements of income and other comprehensive income.
The deferred tax assets were limited to the expected amount to be recovered, with the corresponding impact recognized in the consolidated statements of income and other comprehensive income.
As of June 30, 2026, the Company had accumulated unrecognized deferred income tax assets on temporary differences and tax losses in the amount of R$1,848,394 of tax-basis (June 30, 2025: R$1,431,148) which does not have expectations of future taxable income that could support the recognition as deferred tax assets, except for R$253,178 of tax basis from temporary differences recognized as deferred tax assets as result of expected future taxable income (June 30, 2025: R$74,451).
| 20. | Legal proceedings and contingencies |
The provisions related to labor, civil and tax proceedings whose likelihood of loss is assessed as probable are as follows:
| Labor | Civil | Taxes | Total | |
| Balances as of January 1, 2025 | 31,455 | 25,140 | 56,926 | 113,521 |
| Additions | 7,469 | 4,495 | 4,150 | 16,114 |
| Payments | (1,756) | (1,535) | - | (3,291) |
| Reversals (i) | (2,236) | (2,110) | (4,226) | (8,572) |
| Balances as of June 30, 2025 (unaudited) | 34,932 | 25,990 | 56,850 | 117,772 |
| Balances as of January 1, 2026 | 43,729 | 28,044 | 56,447 | 128,220 |
| Additions | 6,725 | 4,627 | 3,821 | 15,173 |
| Payments | (1,680) | (1,659) | (108) | (3,447) |
| Reversals (i) | (3,206) | (20,186) | (103) | (23,495) |
| Balances as of June 30, 2026 (unaudited) | 45,568 | 10,826 | 60,057 | 116,451 |
(i) Includes the reversals of provision for legal proceedings with corresponding indemnification asset.
The major labor proceedings to which the Company is a party were filed by former employees or outsourced service providers seeking enforcement of labor rights allegedly not provided by the Company. The judicial proceedings relate to employment bonds (judicial proceedings filed by former service providers), overtime, premiums for hazardous workplace conditions, statutory severance, fines for severance payment delays, and compensation for workplace-related accidents.
The civil claims to which the Company is a party generally relate to consumer claims, including those related to student complaints.
Afya Limited Notes to the consolidated financial statements Expressed in thousands of Brazilian reais, unless otherwise stated |
The tax claims to which the Company is party are mostly tax foreclosures filed by the Brazilian federal and municipal tax authorities.
There are other civil, labor and tax proceedings assessed by Management and its legal counsels as possible risk of loss, for which no provisions are recognized, as follows:
| June 30, 2026 | December 31, 2025 | |
| (unaudited) | ||
| Labor | 37,140 | 36,818 |
| Civil | 56,156 | 59,145 |
| Taxes | 30,956 | 30,530 |
| 124,252 | 126,493 |
Under the terms of the Share Purchase and Sale Agreements ("Agreements") between the Company and the selling shareholders of the subsidiaries acquired, the Company assesses that the selling shareholders are exclusively responsible for any provisions (including labor, tax and civil), which are or will be the subject of a claim by any third party, arising from the act or fact occurred, by action or omission, prior to or on the closing dates of the acquisitions.
Considering that the provisions for legal proceedings that result from causes arising from events occurring prior to the closing dates of the acquisitions, any liability for the amounts to be disbursed, in case of their effective materialization in loss, belongs exclusively to the selling shareholders. In this context, the Agreements state that the Company and its subsidiaries are indemnified and therefore exempt from any liability related to said contingent liabilities. Therefore, the provision amounts related to such contingencies are presented in the non-current liabilities and the correspondent amount of R$62,759 (December 31, 2025: R$80,379) is presented in non-current other assets.
| 21. | Non-cash transactions |
During the six-month periods ended June 30, 2026 and 2025, the Company carried out non-cash transactions which are not reflected in the consolidated statements of cash flows. The main non-cash transactions are as follows:
| June 30, 2026 | June 30, 2025 | |
| (unaudited) | (unaudited) | |
| Additions and remeasurements of right-of-use assets and lease liabilities | 34,667 | 57,052 |
| Additions (reversals) of provision for legal proceedings with corresponding indemnification asset, net | (17,620) | (1,595) |
| Accounts payable to selling shareholders from FUNIC’s acquisition | - | 40,000 |
| Dividends payable | 762 | 778 |