STOCK TITAN

Afya Limited (AFYA) lifts H1 2026 profit, cash flow and maintains dividends

(Neutral)
(Neutral)
Form Type
6-K

Rhea-AI Filing Summary

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 R$133,011 thousand; treasury shares totaled 5,244,615 at June 30. The repurchase program permits purchases of up to 4,000,000 shares through December 31, 2026. The 4,000,000 figure is an authorization ceiling, while 1,751,067 shares is the amount actually repurchased during the reported period.

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 R$50,012 thousand in income taxes payable for the Additional Social Contribution; a separate R$89,892 thousand liability for fiscal year 2025 was fully settled on July 31, 2026.

A named future item is the FUNIC acquisition: up to 60 additional medical-school seats could require payment of R$1,000 thousand per approved seat if regulatory approval is obtained within 36 months of the May 7, 2025 closing; the filing says no current obligation exists.

H1 2026 Revenue R$1,984,809 thousand Six-month period ended June 30, 2026 consolidated revenue
H1 2026 Net income R$463,057 thousand Six-month period ended June 30, 2026 net income
Basic EPS H1 2026 R$5.10 Basic earnings per share for six months ended June 30, 2026
Operating cash flow H1 2026 R$797,839 thousand Net cash flows from operating activities for six months ended June 30, 2026
Loans and financing R$2,047,895 thousand Total loans and financing outstanding as of June 30, 2026
Total assets R$9,326,633 thousand Consolidated total assets as of June 30, 2026
Dividend approved 2026 R$307,377 thousand Dividend distribution approved March 12, 2026 based on 2025 net income
Treasury shares 5,244,615 Number of treasury shares outstanding as of June 30, 2026
PROUNI regulatory
"The Company adhered to PROUNI, established by Law 11,096/2005, which is a federal program"
Pillar Two global minimum tax regulatory
"The Company is subject to the Pillar Two global minimum tax rules (OECD/G20)"
Additional Social Contribution regulatory
"recognized a provision of R$50,012 for the Additional Social Contribution, recorded within income taxes"
FIES financial
"Related to trade receivables from the FIES program, created by the Brazilian federal government"
fair value through profit or loss financial
"accounted for as an equity instrument measured at fair value through profit or loss (FVTPL)"
An accounting classification for certain financial assets where their current market price is used to update value on the books, and any increase or decrease is recorded immediately in the company’s profit & loss statement. Like checking the daily score of an investment and noting the gain or loss right away, this approach makes reported earnings reflect market swings more quickly, which can increase short-term volatility in reported profits and help investors see real-time value changes.
value-in-use calculations financial
"impairment test for goodwill and intangible assets with indefinite lives is based on value-in-use calculations"

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

How did Afya (AFYA) perform financially in the first half of 2026?

Afya generated R$1,984,809 thousand in revenue and R$463,057 thousand in net income in H1 2026. Basic EPS was R$5.10, and diluted EPS was R$5.06, both higher than the prior-year period.

What was Afya (AFYA)’s cash flow profile for the six months ended June 30, 2026?

Afya reported R$797,839 thousand of net cash from operating activities in H1 2026. Investing activities used R$200,760 thousand, mainly for capex and intangibles, while financing activities used R$713,605 thousand, including dividends and share repurchases.

How much debt and cash does Afya (AFYA) have as of June 30, 2026?

As of June 30, 2026, Afya held R$1,006,490 thousand in cash and cash equivalents and loans and financing totaling R$2,047,895 thousand. Lease liabilities were R$1,070,292 thousand, and total liabilities amounted to R$4,397,813 thousand.

What dividends did Afya (AFYA) approve and pay in 2026?

On March 12, 2026 Afya’s board approved dividends of R$307,377 thousand, equal to 40% of 2025 consolidated net income, or R$3.446838 per share. These were paid in U.S. dollars on April 6, 2026 to shareholders of record on March 25, 2026.

What is the size of Afya (AFYA)’s share repurchase program and activity so far?

Afya’s board authorized repurchases of up to 4,000,000 Class A shares through December 31, 2026. In the first half of 2026, cash outflow for repurchases was R$133,011 thousand, increasing treasury shares outstanding to 5,244,615 at June 30, 2026.

How does PROUNI and Pillar Two taxation affect Afya (AFYA)’s tax expense?

Afya benefits from the PROUNI federal incentive, which significantly reduces income taxes on eligible undergraduate revenue. In 2026 it also recognized R$30,446 thousand of Pillar Two Additional Social Contribution expense and recorded a R$50,012 thousand related liability.

 

 

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

 

Filing Exhibits & Attachments

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