Afya Ltd 6-K, filed May 8, 2025
Afya Ltd (AFYA)
About this 6-K
Afya Ltd filed this 6-K on May 8, 2025.
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 May, 2025
Commission File Number: 001-38992
Afya Limited
(Exact name of registrant as specified in its charter)
Alameda Oscar Niemeyer, No. 119, Salas 502, 504, 1,501 and 1,503
Vila da Serra, Nova Lima, 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 March 31, 2025 |
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: May 7, 2025
Afya Limited
Unaudited interim condensed
consolidated financial statements
March 31, 2025
Afya Limited
Unaudited interim condensed consolidated statements of financial position
As of March 31, 2025 and December 31, 2024
(In thousands of Brazilian reais)
| Notes | March 31, 2025 | December 31, 2024 | ||
| Assets | (unaudited) | |||
| Current assets | ||||
| Cash and cash equivalents | 4 | 1,154,888 | 911,015 | |
| Trade receivables | 5 | 636,906 | 595,898 | |
| Recoverable taxes | 32,118 | 25,726 | ||
| Other assets | 7 | 57,304 | 57,145 | |
| Total current assets | 1,881,216 | 1,589,784 | ||
| Non-current assets | ||||
| Trade receivables | 5 | 34,014 | 35,948 | |
| Deferred tax assets | 7,146 | - | ||
| Other assets | 7 | 116,371 | 115,875 | |
| Investment in associate | 8 | 53,129 | 54,442 | |
| Property and equipment | 9 | 670,162 | 658,482 | |
| Right-of-use assets | 11.2.2 | 845,698 | 842,219 | |
| Intangible assets | 10 | 5,504,138 | 5,532,789 | |
| Total non-current assets | 7,230,658 | 7,239,755 | ||
| Total assets | 9,111,874 | 8,829,539 | ||
| Liabilities | ||||
| Current liabilities | ||||
| Trade payables | 129,973 | 128,080 | ||
| Loans and financing | 11.2.1 | 373,275 | 363,554 | |
| Lease liabilities | 11.2.2 | 47,762 | 45,580 | |
| Accounts payable to selling shareholders | 11.2.3 | 191,698 | 185,318 | |
| Advances from customers | 161,262 | 161,048 | ||
| Dividends payable | 14 | 130,798 | - | |
| Labor and social obligations | 237,850 | 208,076 | ||
| Taxes payable | 35,695 | 33,456 | ||
| Income taxes payable | 9,517 | 4,247 | ||
| Other liabilities | 5,137 | 10,836 | ||
| Total current liabilities | 1,322,967 | 1,140,195 | ||
| Non-current liabilities | ||||
| Loans and financing | 11.2.1 | 1,839,399 | 1,831,607 | |
| Lease liabilities | 11.2.2 | 941,422 | 932,756 | |
| Accounts payable to selling shareholders | 11.2.3 | 274,643 | 345,454 | |
| Taxes payable | 134,355 | 112,681 | ||
| Provision for legal proceedings | 20 | 115,599 | 113,521 | |
| Other liabilities | 42,074 | 42,742 | ||
| Total non-current liabilities | 3,347,492 | 3,378,761 | ||
| Total liabilities | 4,670,459 | 4,518,956 | ||
| Equity | 14 | |||
| Share capital | 17 | 17 | ||
| Additional paid-in capital | 2,343,939 | 2,344,521 | ||
| Treasury shares | (271,751) | (273,955) | ||
| Share-based compensation reserve | 194,460 | 187,497 | ||
| Retained earnings | 2,134,090 | 2,011,875 | ||
| Equity attributable to equity holders of the parent | 4,400,755 | 4,269,955 | ||
| Non-controlling interests | 40,660 | 40,628 | ||
| Total equity | 4,441,415 | 4,310,583 | ||
| Total liabilities and equity | 9,111,874 | 8,829,539 |
The accompanying notes are an integral part of the unaudited interim condensed consolidated financial statements.
| F-4 |
Afya Limited
Unaudited interim condensed consolidated statements of income and comprehensive income
For the three-month periods ended March 31, 2025 and 2024
(In thousands of Brazilian reais, except for earnings per share information)
| Notes | March 31, 2025 | March 31, 2024 | |
| (unaudited) | (unaudited) | ||
| Revenue | 16 | 936,360 | 804,239 |
| Cost of services | 17 | (282,639) | (269,504) |
| Gross profit | 653,721 | 534,735 | |
| Selling, general and administrative expenses | 17 | (281,500) | (241,164) |
| Other income (expenses), net | 306 | (4,213) | |
| Operating income | 372,527 | 289,358 | |
| Finance income | 18 | 43,481 | 25,530 |
| Finance expenses | 18 | (138,475) | (99,896) |
| Net finance result | (94,994) | (74,366) | |
| Share of income of associate | 8 | 4,285 | 4,172 |
| Income before income taxes | 281,818 | 219,164 | |
| Income taxes expenses | 19 | (24,782) | (10,865) |
| Net income | 257,036 | 208,299 | |
| Other comprehensive income | - | - | |
| Total comprehensive income | 257,036 | 208,299 | |
| Income attributable to: | |||
| Equity holders of the parent | 251,999 | 203,393 | |
| Non-controlling interests | 5,037 | 4,906 | |
| 257,036 | 208,299 | ||
| Basic earnings per common share | 15 | 2.79 | 2.26 |
| Diluted earnings per common share | 15 | 2.76 | 2.22 |
The accompanying notes are an integral part of the unaudited interim condensed consolidated financial statements.
| F-5 |
Afya Limited
Unaudited interim condensed consolidated statements of changes in equity
For the three-month periods ended March 31, 2025 and 2024
(In thousands of Brazilian reais)
| Equity attributable to equity holders of the parent | |||||||||
| 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, 2024 | 17 | 2,365,200 | (299,150) | 155,073 | 1,380,365 | 3,601,505 | 41,507 | 3,643,012 | |
| Net income | - | - | - | - | 203,393 | 203,393 | 4,906 | 208,299 | |
| Total comprehensive income | - | - | - | - | 203,393 | 203,393 | 4,906 | 208,299 | |
| Share-based compensation | 17 | - | - | - | 8,630 | - | 8,630 | - | 8,630 |
| Treasury shares transferred to executives from exercise of stock options | 13 | - | (839) | 1,665 | - | - | 826 | - | 826 |
| Dividends declared | 14 | - | - | - | - | - | - | (3,712) | (3,712) |
| Balances at March 31, 2024 (unaudited) | 17 | 2,364,361 | (297,485) | 163,703 | 1,583,758 | 3,814,354 | 42,701 | 3,857,055 | |
| 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 | - | - | - | - | 251,999 | 251,999 | 5,037 | 257,036 | |
| Total comprehensive income | - | - | - | - | 251,999 | 251,999 | 5,037 | 257,036 | |
| Share-based compensation | 17 | - | - | - | 6,963 | - | 6,963 | - | 6,963 |
| Treasury shares transferred to executives from exercise of stock options | 13 | - | (582) | 2,204 | - | - | 1,622 | - | 1,622 |
| Dividends declared | 14 | - | - | - | - | (129,784) | (129,784) | (5,005) | (134,789) |
| Balances at March 31, 2025 (unaudited) | 17 | 2,343,939 | (271,751) | 194,460 | 2,134,090 | 4,400,755 | 40,660 | 4,441,415 | |
The accompanying notes are an integral part of the unaudited interim condensed consolidated financial statements.
| F-6 |
Afya Limited
Unaudited interim condensed consolidated statements of cash flows
For the three-month periods ended March 31, 2025 and 2024
(In thousands of Brazilian reais)
| Notes | March 31, 2025 | March 31, 2024 | |
| (unaudited) | (unaudited) | ||
| Operating activities | |||
| Income before income taxes | 281,818 | 219,164 | |
| Adjustments to reconcile income before income taxes | |||
| Depreciation and amortization expenses | 17 | 91,755 | 79,269 |
| Write-off of property and equipment | 9 | 305 | 19 |
| Allowance for expected credit losses | 5, 17 | 16,558 | 15,264 |
| Share-based compensation expense | 17 | 6,963 | 8,630 |
| Net foreign exchange differences | 476 | (190) | |
| Accrued interest | 18 | 76,939 | 51,745 |
| Accrued interest on lease liabilities | 11.2.2, 11.5, 18 | 29,563 | 26,744 |
| Share of income of associate | 8 | (4,285) | (4,172) |
| Provision (reversal) for legal proceedings | 408 | (1,851) | |
| Changes in assets and liabilities | |||
| Trade receivables | (55,632) | (6,434) | |
| Recoverable taxes | (6,392) | (6,914) | |
| Other assets | (6,131) | 1,458 | |
| Trade payables | 1,893 | 14,472 | |
| Taxes payable | 10,787 | 5,439 | |
| Advances from customers | 214 | 3,095 | |
| Labor and social obligations | 29,774 | 23,528 | |
| Other liabilities | (4,777) | (212) | |
| 470,236 | 429,054 | ||
| Income taxes paid | (6,386) | (11,194) | |
| Net cash flows from operating activities | 463,850 | 417,860 | |
| Investing activities | |||
| Acquisition of property and equipment | 9 | (38,477) | (22,955) |
| Acquisition of intangibles assets | 10 | (17,735) | (69,946) |
| Dividends received | 8 | 5,598 | 3,900 |
| Acquisition of subsidiaries, net of cash acquired | 11.2.3 | (65,162) | (147,262) |
| Payments of interest from acquisition of subsidiaries and intangibles | 11.2.3 | (14,536) | (24,735) |
| Net cash flows used in investing activities | (130,312) | (260,998) | |
| Financing activities | |||
| Payments of principal of loans and financing | 11.5 | (769) | (10,762) |
| Payments of interest of loans and financing | 11.5 | (44,980) | (48,806) |
| Payments of principal of lease liabilities | 11.2.2, 11.5 | (11,904) | (9,648) |
| Payments of interest of lease liabilities | 11.2.2, 11.5 | (29,167) | (26,903) |
| Proceeds from exercise of stock options | 1,622 | 826 | |
| Dividends paid to non-controlling shareholders | 11.5, 14 | (3,991) | (3,712) |
| Net cash flows used in financing activities | (89,189) | (99,005) | |
| Net foreign exchange differences | (476) | 190 | |
| Net increase in cash and cash equivalents | 243,873 | 58,047 | |
| Cash and cash equivalents at the beginning of the period | 4 | 911,015 | 553,030 |
| Cash and cash equivalents at the end of the period | 4 | 1,154,888 | 611,077 |
The accompanying notes are an integral part of the unaudited interim condensed consolidated financial statements.
| F-7 |
Afya Limited Notes to the unaudited interim condensed 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, under the regulations of the Ministry of Education (“MEC”), focused on medical schools located in 19 Brazilian States forming the largest educational group by the number of medical school seats in Brazil. The Company also provides other educational services that comprise the development and sale of electronically distributed educational courses on medicine science and soft skills educational content. The Company also offers solutions to empower the physicians in their daily routine including supporting clinic decisions through mobile app subscription, delivering practice management tools through a SaaS (Software as a Service) model and supporting the patient-physician relationship.
On January 24, 2024, MEC authorized the increase of 40 medical school seats of Faculdades Integradas Padrão (“FIP Guanambi”) located in the city of Guanambi, State of Bahia, which resulted in an additional payment of R$49,600 to the former shareholders of FIP Guanambi. With this authorization, the Company reaches 100 medical school seats on this campus. The operation of these medical school seats started in the first quarter of 2024. Such additional seats were accounted for as licenses with indefinite useful life in intangible assets. See Note 10.
On July 12, 2024, MEC authorized the increase of 80 medical school seats of Centro Universitário Tiradentes Alagoas (“UNIMA”), a subsidiary of Sociedade Educacional e Cultural Sergipe DelRey Ltda. (“DelRey”), located in the city of Maceió, State of Alagoas, which resulted in an additional payment of R$107,627 to the former shareholders of DelRey. With this authorization, Afya reached 220 medical school seats on this campus. The operation of these medical school seats started in the third quarter of 2024. Such additional seats were accounted for as licenses with indefinite useful life in intangible assets.
Acquisition in 2024
On July 1, 2024, Afya Participações S.A. ("Afya Brazil”), a wholly-owned subsidiary of Afya, acquired Unidom Participações S.A. (“Unidom”). Unidom is a post-secondary education institution with governmental authorization to offer on-campus, undergraduate degrees and graduate programs in medicine and health, as well as other courses. It encompasses “Unidompedro” and “Faculdade Dom Luiz”, both located in the State of Bahia with operations in the cities of Salvador, Luis Eduardo Magalhães, Barreiras and Ribeira do Pombal.
The acquisition of Unidom contributed with 300 operational medical school seats to the Undergraduate segment. The authorization request for these 300 medical school seats was made to MEC before the Mais Médicos Law was enacted and MEC concluded its analysis and issued Ordinance 630/2020 ("Ordinance") in 2020 to authorize the operation considering 125 medical school seats. In 2021, as a result of a judicial order, MEC reviewed the Ordinance to authorize the 300 medical school seats initially requested by Unidom. Such decision was confirmed by a federal judge in the State of Bahia in 2023. Currently, Unidom has 300 medical school seats authorized, of which 125 are final and 175 are subject to a final conclusion of the aforementioned court proceedings.
The total consideration of R$620,762, net of Net Debt, is comprised of: (i) R$340,773 paid in cash on July 1, 2024; and (ii) R$279,989, considering purchase consideration adjustments, payable in up to ten annual installments, adjusted by the interbank deposit certificate ("CDI") rate, and it is conditioned upon the maintenance of the authorization of the 175 medical school seats in each of the prior year. The remaining payment balance is accelerated if a final and non-appealable conclusion of the aforementioned court proceedings, within the 10-year payment period, confirms the authorization for the 175 medical school seats. In turn, if, within the same 10-year payment period, a final and non-appealable conclusion of the aforementioned court proceedings does not confirm the authorization for such 175 medical school seats, the remaining payment balance will no longer be due. Based on the current status of aforementioned court proceedings, as well as other court decisions in relation to medical school seats approved by MEC under legal proceedings, Management has assessed that the likelihood of payment of such consideration is probable.
As of March 31, 2025, Afya had 3,593 operating medical school seats, including 175 medical school seats from the acquisition of Unidom which are subject to a final conclusion on the court proceedings.
| F-8 |
Afya Limited Notes to the unaudited interim condensed consolidated financial statements Expressed in thousands of Brazilian reais, unless otherwise stated | |
| 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 contingent consideration that have been measured at fair value.
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, 2024.
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 by the
Board of Directors for issuance on May 8, 2025.
| F-9 |
Afya Limited Notes to the unaudited interim condensed consolidated financial statements Expressed in thousands of Brazilian reais, unless otherwise stated | |
2.2 Basis of consolidation
The table below presents a list of the Company’s subsidiaries and associate:
| Direct and indirect interest | |||||
| Name | Main activities | Location | Investment type | March 31, 2025 (unaudited) | December 31, 2024 |
| 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 degree programs | 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 degree programs | João Pessoa - PB | Subsidiary | 100% | 100% |
| iClinic Desenvolvimento de Software Ltda. (“iClinic”) | Electronic Medical Record, Clinical Management System | Ribeirão Preto - SP | Subsidiary | 100% | 100% |
| Medicinae Solutions S.A. (“Medicinae”) | Healthcare payments and financial services | Rio de Janeiro - RJ | 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% |
| Cliquefarma Drogarias Online Ltda. (“Cliquefarma”) | Online platform | São Paulo - SP | Subsidiary | 100% | 100% |
| Shosp Tecnologia da Informação Ltda. (“Shosp”) | Electronic Medical Record, Clinical Management System | Rio de Janeiro - RJ | 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% |
| RX PRO Soluções de Tecnologia Ltda. (“RX PRO”) | Marketing for pharmaceutical industry | São Paulo - SP | Subsidiary | 100% | 100% |
| Quasar Telemedicina Desenvolvimento de Sistemas Computacionais Ltda. (“Glic”) | Patient physician relationship | Barueri - SP | Subsidiary | 100% | 100% |
| Sociedade Educacional e Cultural Sergipe DelRey Ltda. (“DelRey”) | Undergraduate degree programs | Maceió - AL | Subsidiary | 100% | 100% |
| Unidom Participações S.A. (“Unidom”) (i) | Undergraduate degree programs | Salvador - BA | Subsidiary | - | 100% |
| Instituição Baiana de Ensino Superior Ltda. (“IBES”) (i) | Undergraduate degree programs | Salvador - BA | Subsidiary | 100% | 100% |
| SESSA - Sociedade de Educação Superior do Semi-Árido Ltda. (“SESSA”) (i) | Undergraduate degree programs | Ribeira de Pombal - BA | Subsidiary | 100% | 100% |
| União Educacional do Planalto Central S.A. (“UEPC”) | Undergraduate degree programs | Brasília - DF | Associate | 30% | 30% |
(i) Unidom was merged with Afya Brazil on January 1, 2025. As a result, from this date on, Afya Brazil directly controls the Unidom’s subsidiaries IBES and SESSA.
The financial information of the subsidiaries acquired is included in the Company’s unaudited interim condensed consolidated financial statements beginning on the respective acquisition dates.
The Company consolidates the financial information for all entities it controls. Control is achieved when the Company is exposed to, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee.
| F-10 |
Afya Limited Notes to the unaudited interim condensed consolidated financial statements Expressed in thousands of Brazilian reais, unless otherwise stated | |
Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and it ceases when the Company loses control of the subsidiary. Assets, liabilities, income and expenses of a subsidiary acquired or disposed of during the period are included in the unaudited interim condensed consolidated financial statements from the date the Company gains control until the date the Company ceases to control the subsidiary.
When necessary, adjustments are made to the financial statements of subsidiaries in order to bring their accounting policies in line with the Company’s accounting policies. All intra-group assets and liabilities, equity, income, expenses and cash flows relating to transactions are eliminated in full on consolidation.
A change in the ownership interest of a subsidiary, without a change of control, is accounted for as an equity transaction. If the Company loses control over a subsidiary, it derecognizes the related assets (including goodwill), liabilities, non-controlling interest and other components of equity, while any resulting gain or loss is recognized in the statement of income.
Non-controlling interests in the results and equity of subsidiaries are shown separately in the consolidated statements of financial position, consolidated statements of income and comprehensive income and consolidated statements of changes in equity.
2.3 Changes in accounting policies and disclosures
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, 2024. Certain amendments apply for the first time in 2025, but do not have significant impacts 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.
| F-11 |
Afya Limited Notes to the unaudited interim condensed consolidated financial statements Expressed in thousands of Brazilian reais, unless otherwise stated | |
| 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 as a single business.
The tables below present assets and liabilities information for the Company’s operating segments as of March 31, 2025 and December 31, 2024:
| As of March 31, 2025 (unaudited) | Undergraduate | Continuing education | Medical practice solutions | Total reportable segments | Adjustments and eliminations | Total |
| Total assets | 8,671,358 | 265,128 | 179,187 | 9,115,673 | (3,799) | 9,111,874 |
| Current assets | 1,725,616 | 62,775 | 96,624 | 1,885,015 | (3,799) | 1,881,216 |
| Non-current assets | 6,945,742 | 202,353 | 82,563 | 7,230,658 | - | 7,230,658 |
| Total liabilities and equity | 8,671,358 | 265,128 | 179,187 | 9,115,673 | (3,799) | 9,111,874 |
| Current liabilities | 1,047,339 | 186,528 | 92,899 | 1,326,766 | (3,799) | 1,322,967 |
| Non-current liabilities | 3,247,944 | 76,404 | 23,144 | 3,347,492 | - | 3,347,492 |
| Equity | 4,376,075 | 2,196 | 63,144 | 4,441,415 | - | 4,441,415 |
| Other disclosures | ||||||
| Investments in associate (i) | 53,129 | - | - | 53,129 | - | 53,129 |
| Capital expenditures (ii) | 38,136 | 11,310 | 6,766 | 56,212 | - | 56,212 |
(i) Investment in UEPC is included in non-current assets in the statement of financial position.
(ii) Capital expenditures consider the acquisitions of property and equipment and intangible
assets.
| F-12 |
Afya Limited Notes to the unaudited interim condensed consolidated financial statements Expressed in thousands of Brazilian reais, unless otherwise stated | |
| As of December 31, 2024 | Undergraduate | Continuing education | Medical practice solutions | Total reportable segments | Adjustments and eliminations | Total |
| Total assets | 8,393,185 | 274,318 | 170,624 | 8,838,127 | (8,588) | 8,829,539 |
| Current assets | 1,443,566 | 71,893 | 82,913 | 1,598,372 | (8,588) | 1,589,784 |
| Non-current assets | 6,949,619 | 202,425 | 87,711 | 7,239,755 | - | 7,239,755 |
| Total liabilities and equity | 8,393,185 | 274,318 | 170,624 | 8,838,127 | (8,588) | 8,829,539 |
| Current liabilities | 884,705 | 188,489 | 75,589 | 1,148,783 | (8,588) | 1,140,195 |
| Non-current liabilities | 3,279,846 | 75,619 | 23,296 | 3,378,761 | - | 3,378,761 |
| Equity | 4,228,634 | 10,210 | 71,739 | 4,310,583 | - | 4,310,583 |
| Other disclosures | ||||||
| Investments in associate (i) | 54,442 | - | - | 54,442 | - | 54,442 |
| Capital expenditures (ii) | 78,825 | 8,762 | 5,314 | 92,901 | - | 92,901 |
(i) Investment in UEPC is included in non-current assets in the statement of financial position.
(ii) Capital expenditures consider the acquisitions of property and equipment and intangible assets for the three-month period ended Marh 31, 2024.
The tables below present the statements of income for the Company’s operating segments for the three-month periods ended March 31, 2025 and 2024:
| March 31, 2025 (unaudited) | Undergraduate | Continuing education | Medical practice solutions | Total reportable segments | Elimination (inter-segment transactions) | Total |
| External customer | 827,372 | 69,855 | 39,133 | 936,360 | - | 936,360 |
| Inter-segment | - | 1,248 | 2,551 | 3,799 | (3,799) | - |
| Revenue | 827,372 | 71,103 | 41,684 | 940,159 | (3,799) | 936,360 |
| Cost of services | (250,498) | (23,036) | (12,904) | (286,438) | 3,799 | (282,639) |
| Gross profit | 576,874 | 48,067 | 28,780 | 653,721 | - | 653,721 |
| SG&A expenses | (281,500) | |||||
| Other expenses, net | 306 | |||||
| Operating income | 372,527 | |||||
| Finance income | 43,481 | |||||
| Finance expenses | (138,475) | |||||
| Share of income of associate | 4,285 | |||||
| Income before income taxes | 281,818 | |||||
| Income taxes expenses | (24,782) | |||||
| Net income | 257,036 |
| F-13 |
Afya Limited Notes to the unaudited interim condensed consolidated financial statements Expressed in thousands of Brazilian reais, unless otherwise stated | |
| March 31, 2024 (unaudited) | Undergraduate | Continuing education | Medical practice solutions | Total reportable segments | Elimination (inter-segment transactions) | Total |
| External customer | 704,519 | 63,999 | 35,721 | 804,239 | - | 804,239 |
| Inter-segment | - | 1,416 | 852 | 2,268 | (2,268) | - |
| Revenue | 704,519 | 65,415 | 36,573 | 806,507 | (2,268) | 804,239 |
| Cost of services | (237,653) | (24,771) | (9,348) | (271,772) | 2,268 | (269,504) |
| Gross profit | 466,866 | 40,644 | 27,225 | 534,735 | - | 534,735 |
| SG&A expenses | (241,164) | |||||
| Other income, net | (4,213) | |||||
| Operating income | 289,358 | |||||
| Finance income | 25,530 | |||||
| Finance expenses | (99,896) | |||||
| Share of income of associate | 4,172 | |||||
| Income before income taxes | 219,164 | |||||
| Income taxes expenses | (10,865) | |||||
| Net income | 208,299 |
Seasonality of operations
Undergraduate tuition revenues are related to the intake process, and monthly tuition fees charged to students and do not significantly fluctuate during each semester.
Continuing education revenues are mostly related to: (i) monthly intakes and tuition fees on medical education, which do not have a considerable concentration in any period; and (ii) Medcel’s revenue, derived from e-books transferred at a point of time, which are concentrated at in the first and last quarter of the year due to the enrollments.
Medical practice solutions are comprised mainly of Afya Whitebook and Afya iClinic revenues, which do not have significant fluctuations regarding seasonality.
| 4 | Cash and cash equivalents |
| March 31, 2025 | December 31, 2024 | |
| (unaudited) | ||
| Cash and bank deposits | 3,508 | 6,078 |
| Cash equivalents | 1,151,380 | 904,937 |
| 1,154,888 | 911,015 |
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 March 31, 2025, the average interest on these investments is equivalent to 99.3%
of the Brazilian interbank interest rates (“CDI”) (December 31, 2024: 99.1%). Cash equivalents denominated in U.S. dollars
totaled R$9,078 as of March 31, 2025 (December 31, 2024: R$21,610).
| F-14 |
Afya Limited Notes to the unaudited interim condensed consolidated financial statements Expressed in thousands of Brazilian reais, unless otherwise stated | |
| 5 | Trade receivables |
| March 31, 2025 | December 31, 2024 | |
| (unaudited) | ||
| Tuition fees | 482,645 | 488,962 |
| Educational content (i) | 63,815 | 62,194 |
| FIES | 126,905 | 79,712 |
| Educational credits (ii) | 33,199 | 26,893 |
| Mobile app subscription (iii) | 21,055 | 24,223 |
| Other | 20,552 | 21,339 |
| 748,171 | 703,323 | |
| (-) Allowance for expected credit losses | (77,251) | (71,477) |
| 670,920 | 631,846 | |
| Current | 636,906 | 595,898 |
| Non-current | 34,014 | 35,948 |
(i) Related to trade receivables from sales of e-books and medical courses through Continuing education’s platform.
(ii) Related to the financing programs offered by the Company’s subsidiaries to its students that existed prior to the acquisitions. The Company closed such programs to new enrollments and maintained only the agreements that were outstanding as of the acquisition date.
(iii) Related to trade receivables from mobile applications subscriptions for Medical practice solutions.
As of March 31, 2025 and December 31, 2024, the aging of trade receivables was as follows:
| March 31, 2025 | December 31, 2024 | |
| (unaudited) | ||
| Neither past due nor impaired | 361,780 | 327,052 |
| Past due: | ||
| 1 to 30 days | 140,730 | 97,390 |
| 31 to 90 days | 133,485 | 126,623 |
| 91 to 180 days | 55,547 | 91,411 |
| More than 180 days | 56,629 | 60,847 |
| 748,171 | 703,323 |
The changes in the allowance for expected credit losses for the three-month periods ended March 31, 2025 and 2024, were as follows:
| March 31, 2025 | March 31, 2024 | |
| (unaudited) | (unaudited) | |
| Opening balance | (71,477) | (61,398) |
| Additions | (16,558) | (15,264) |
| Write-offs | 10,784 | 7,666 |
| Closing balance | (77,251) | (68,996) |
| F-15 |
Afya Limited Notes to the unaudited interim condensed 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:
| March 31, 2025 | December 31, 2024 | |
| (unaudited) | ||
| Assets | ||
| Trade receivables (i) | 511 | 507 |
| Other assets (ii) | 83 | 597 |
| 594 | 1,104 | |
| Current | 499 | 1,010 |
| Non-current | 95 | 94 |
| March 31, 2025 | March 31, 2024 | |
| (unaudited) | (unaudited) | |
| Other income (expenses) | ||
| UEPC (i) | 221 | 465 |
| EMIVE Patrulha 24 Horas Ltda. (iii) | - | (1) |
| 221 | 464 | |
| Leases payments (iv) | ||
| RVL Esteves Gestão Imobiliária S.A. | 6,914 | 6,385 |
| UNIVAÇO Patrimonial Ltda. | 921 | 899 |
| IESVAP Patrimonial Ltda. | 1,329 | 1,298 |
| 9,164 | 8,582 |
(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.
(iv) The carrying amounts of lease liabilities with related parties as of March 31, 2025 totaled R$245,830 (December 31, 2024: R$242,703).
Key management personnel compensation
Key management personnel compensation included in the Company’s unaudited interim condensed consolidated statement of income comprised the following:
| March 31, 2025 | March 31, 2024 | |
| (unaudited) | (unaudited) | |
| Short-term employee benefits | 3,835 | 3,136 |
| Share-based compensation plans | 3,655 | 5,227 |
| 7,490 | 8,363 |
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 the amounts 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.
| F-16 |
Afya Limited Notes to the unaudited interim condensed consolidated financial statements Expressed in thousands of Brazilian reais, unless otherwise stated | |
| 7 | Other assets |
| March 31, 2025 | December 31, 2024 | |
| (unaudited) | ||
| Indemnification assets | 77,031 | 78,701 |
| Advances | 21,274 | 35,140 |
| Judicial deposits - Note 20 | 17,437 | 16,938 |
| Prepaid expenses | 37,233 | 19,761 |
| Other FIES credits | 9,171 | 8,982 |
| Dividends receivable | - | 1,628 |
| Other assets | 11,529 | 11,870 |
| 173,675 | 173,020 | |
| Current | 57,304 | 57,145 |
| Non-current | 116,371 | 115,875 |
| 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:
| March 31, 2025 | December 31, 2024 | |
| (unaudited) | ||
| Current assets | 23,461 | 38,122 |
| Non-current assets | 115,948 | 116,846 |
| Current liabilities | (19,387) | (30,049) |
| Non-current liabilities | (86,868) | (87,388) |
| Equity | 33,154 | 37,531 |
| Company’s share in equity - 30% | 9,946 | 11,259 |
| Goodwill | 43,183 | 43,183 |
| Carrying amount of the investment | 53,129 | 54,442 |
| March 31, 2025 | March 31, 2024 | |
| (unaudited) | (unaudited) | |
| Revenue | 41,229 | 38,366 |
| Cost of services | (13,567) | (12,183) |
| Selling, general and administrative expenses | (12,452) | (10,845) |
| Net finance results | (197) | (989) |
| Income before income taxes | 15,013 | 14,349 |
| Income taxes expenses | (731) | (443) |
| Net income | 14,282 | 13,906 |
| Company’s share of income | 4,285 | 4,172 |
| F-17 |
Afya Limited Notes to the unaudited interim condensed consolidated financial statements Expressed in thousands of Brazilian reais, unless otherwise stated | |
The movements during the three-month periods ended March 31, 2025 and 2024 are shown below:
| March 31, 2025 | March 31, 2024 | |
| (unaudited) | (unaudited) | |
| Opening balance | 54,442 | 51,834 |
| Share of income | 4,285 | 4,172 |
| Dividends received | (5,598) | (3,900) |
| Closing balance | 53,129 | 52,106 |
The Company tests the recoverability of the carrying amount of goodwill at least annually. As of March 31, 2025 and December 31, 2024, no impairment had to be recognized for this goodwill.
| 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 three-month period ended March 31, 2025 and for the year ended December 31, 2024.
The following table shows the balances and movements in property and equipment during the three-month periods ended March 31, 2025 and 2024.
| F-18 |
Afya Limited Notes to the unaudited interim condensed 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, 2024 | 93,232 | 119,981 | 18,852 | 1,354 | 110,859 | 82,810 | 31,888 | 264,448 | 33,962 | 757,386 |
| Additions | 35 | 5,521 | - | 130 | 4,012 | 4,601 | 70 | 6 | 8,580 | 22,955 |
| Write-off (i) | - | (70) | - | - | (87) | (59) | - | (21) | - | (237) |
| Transfer | 661 | - | - | 142 | - | - | - | 26,497 | (27,158) | 142 |
| As of March 31, 2024 (unaudited) | 93,928 | 125,432 | 18,852 | 1,626 | 114,784 | 87,352 | 31,958 | 290,930 | 15,384 | 780,246 |
| 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 | 113 | 7,587 | - | - | 7,131 | 4,765 | 380 | 1,159 | 17,342 | 38,477 |
| Write-off (i) | - | (85) | - | (319) | (285) | (455) | (80) | - | - | (1,224) |
| Transfer | 8,295 | - | - | - | - | - | - | 36,528 | (44,823) | - |
| As of March 31, 2025 (unaudited) | 107,774 | 156,909 | 18,852 | 1,123 | 131,664 | 113,127 | 33,853 | 347,100 | 16,553 | 926,955 |
| Depreciation | ||||||||||
| As of January 1, 2024 | (9,679) | (28,843) | - | 198 | (20,377) | (26,872) | (18,652) | (44,476) | - | (148,701) |
| Depreciation | (1,036) | (4,287) | - | (95) | (3,208) | (3,668) | (770) | (7,929) | - | (20,993) |
| Write-off (i) | - | 53 | - | - | 87 | 57 | - | 21 | - | 218 |
| Transfer | - | - | - | (142) | - | - | - | - | - | (142) |
| As of March 31, 2024 (unaudited) | (10,715) | (33,077) | - | (39) | (23,498) | (30,483) | (19,422) | (52,384) | - | (169,618) |
| As of January 1, 2025 | (13,962) | (45,110) | - | (137) | (28,080) | (41,495) | (21,710) | (80,726) | - | (231,220) |
| Depreciation | (1,161) | (4,903) | - | (80) | (3,621) | (4,476) | (772) | (11,479) | - | (26,492) |
| Write-off (i) | - | 78 | - | 185 | 168 | 408 | 80 | - | - | 919 |
| As of March 31, 2025 (unaudited) | (15,123) | (49,935) | - | (32) | (31,533) | (45,563) | (22,402) | (92,205) | - | (256,793) |
| Net book value | ||||||||||
| As of March 31, 2025 (unaudited) | 92,651 | 106,974 | 18,852 | 1,091 | 100,131 | 67,564 | 11,451 | 254,895 | 16,553 | 670,162 |
| As of December 31, 2024 | 85,404 | 104,297 | 18,852 | 1,305 | 96,738 | 67,322 | 11,843 | 228,687 | 44,034 | 658,482 |
(i) Refers to items written-off as result of lack of expectation of future use, in connection
with the Company’s physical inventory procedures.
| F-19 |
Afya Limited Notes to the unaudited interim condensed consolidated financial statements Expressed in thousands of Brazilian reais, unless otherwise stated | |
| 10 | Intangible assets |
| Goodwill | Licenses with indefinite useful life | Trademark | Customer relationships | Software | Education content | Developed technology | Educational platform | Software in progress | Other | Total | |
| Cost | |||||||||||
| As of January 1, 2024 | 1,334,699 | 2,776,077 | 182,060 | 578,267 | 71,150 | 84,201 | 128,477 | 74,892 | 12,134 | 1,055 | 5,243,012 |
| Additions (i) | - | 49,600 | - | - | 612 | 2,471 | 5,557 | 5,663 | 6,043 | - | 69,946 |
| Write-off (ii) | - | - | - | - | - | - | (35) | - | - | - | (35) |
| Transfer | - | - | - | - | 13,874 | 1,041 | - | (97) | (14,818) | - | - |
| As of March 31, 2024 (unaudited) | 1,334,699 | 2,825,677 | 182,060 | 578,267 | 85,636 | 87,713 | 133,999 | 80,458 | 3,359 | 1,055 | 5,312,923 |
| 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 | - | - | - | - | - | 3,269 | 2,828 | 4,198 | 7,440 | - | 17,735 |
| Transfer | - | - | - | - | 27,456 | - | - | - | (27,456) | - | - |
| As of March 31, 2025 (unaudited) | 1,526,733 | 3,360,786 | 182,060 | 612,827 | 123,409 | 111,538 | 105,351 | 139,018 | 7,457 | 1,055 | 6,170,234 |
| Amortization | |||||||||||
| As of January 1, 2024 | - | - | (26,038) | (301,947) | (24,094) | (42,230) | (31,603) | (20,900) | - | (184) | (446,996) |
| Amortization | - | - | (4,972) | (18,542) | (3,293) | (4,710) | (7,029) | (2,968) | - | (26) | (41,540) |
| Write-off (ii) | - | - | - | - | - | - | 35 | - | - | - | 35 |
| As of March 31, 2024 (unaudited) | - | - | (31,010) | (320,489) | (27,387) | (46,940) | (38,597) | (23,868) | - | (210) | (488,501) |
| As of January 1, 2025 | - | - | (38,544) | (384,684) | (41,758) | (60,700) | (42,635) | (51,099) | - | (290) | (619,710) |
| Amortization | - | - | (1,281) | (20,084) | (5,740) | (5,322) | (4,978) | (8,955) | - | (26) | (46,386) |
| As of March 31, 2025 (unaudited) | - | - | (39,825) | (404,768) | (47,498) | (66,022) | (47,613) | (60,054) | - | (316) | (666,096) |
| Net book value | |||||||||||
| As of March 31, 2025 (unaudited) | 1,526,733 | 3,360,786 | 142,235 | 208,059 | 75,911 | 45,516 | 57,738 | 78,964 | 7,457 | 739 | 5,504,138 |
| As of December 31, 2024 | 1,526,733 | 3,360,786 | 143,516 | 228,143 | 54,195 | 47.569 | 59,888 | 83,721 | 27,473 | 765 | 5,532,789 |
(i) On January 24, 2024, MEC authorized the increase of 40 medical school seats of FIP Guanambi, which resulted in an additional payment of R$49,600.
(ii) Refers to intangible assets written-off as result of lack of expectation of future use.
| F-20 |
Afya Limited Notes to the unaudited interim condensed 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, 2024. There were no impairment indicatives of goodwill and intangible assets with indefinite lives for the three-month period ended March 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.
For the three-month period ended March 31, 2025 and for the year ended December 31, 2024 there were no indicatives that the Company’s intangible assets with finite useful lives might be impaired.
| 11 | Financial assets and liabilities |
| 11.1 | Financial assets |
| March 31, 2025 | December 31, 2024 | |
| At amortized cost | (unaudited) | |
| Trade receivables | 670,920 | 631,846 |
| Dividends receivable | - | ]1,628 |
| 670,920 | 633,474 | |
| Current | 636,906 | 597,526 |
| Non-current | 34,014 | 35,948 |
| 11.2 | Financial liabilities |
| March 31, 2025 | December 31, 2024 | |
| At amortized cost | (unaudited) | |
| Trade payables | 129,973 | 128,080 |
| Loans and financing | 2,212,674 | 2,195,161 |
| Lease liabilities | 989,184 | 978,336 |
| Accounts payable to selling shareholders | 157,754 | 215,819 |
| Dividends payable | 130,798 | - |
| 3,620,383 | 3,517,396 | |
| Current | 839,563 | 690,395 |
| Non-current | 2,780,820 | 2,827,001 |
| March 31, 2025 | December 31, 2024 | |
| At fair value | (unaudited) | |
| Accounts payable to selling shareholders (earn-outs) | 20,067 | 20,067 |
| Accounts payable to selling shareholders (Unidom) | 288,520 | 294,886 |
| 308,587 | 314,953 | |
| Current | 33,943 | 32,137 |
| Non-current | 274,644 | 282,816 |
| F-21 |
Afya Limited Notes to the unaudited interim condensed consolidated financial statements Expressed in thousands of Brazilian reais, unless otherwise stated | |
| 11.2.1 | Loans and financing |
| Financial institution | Currency | Interest rate | Maturity | March 31, 2025 | December 31, 2024 |
| (unaudited) | |||||
| Banco Itaú Unibanco S.A. | Brazilian real | CDI + 1.90% p.y. | 2025 | 320,237 | 309,496 |
| FINEP | Brazilian real | TJLP p.y. | 2027 | 7,474 | 8,209 |
| Softbank | Brazilian real | 6.5% p.y. | 2026 | 850,051 | 845,492 |
| Debentures | Brazilian real | CDI + 1.80% p.y. | 2028 | 512,565 | 526,946 |
| IFC | Brazilian real | CDI + 1.20% p.y. | 2030 | 522,347 | 505,018 |
| 2,212,674 | 2,195,161 | ||||
| Current | 373,275 | 363,554 | |||
| Non-current | 1,839,399 | 1,831,607 |
| 11.2.2 | Leases |
The Company has lease contracts for properties. The lease contracts generally have maturities in the lease terms between five and 30 years. There are no sublease or variable payments in-substance lease agreements in the period.
The carrying amounts of right-of-use assets and lease liabilities as of March 31, 2025 and December 31, 2024 and the movements during the three-month periods ended March 31, 2025 and 2024 are shown below:
| Right-of-use assets | Lease liabilities | ||||
| March 31, 2025 | March 31, 2024 | March 31, 2025 | March 31, 2024 | ||
| (unaudited) | (unaudited) | (unaudited) | (unaudited) | ||
| Opening balance | 842,219 | 767,609 | 978,336 | 874,569 | |
| Additions | 5,593 | 411 | 5,593 | 411 | |
| Remeasurement | 17,332 | 37,401 | 17,332 | 37,401 | |
| Depreciation expense | (18,877) | (16,736) | - | ||
| Interest expense | - | - | 29,563 | 26,744 | |
| Payments of principal | - | - | (11,904) | (9,648) | |
| Payments of interest | - | - | (29,167) | (26,903) | |
| Write-off (i) | (569) | (28) | (569) | (32) | |
| Closing balance | 845,698 | 788,657 | 989,184 | 902,542 | |
| Balances: | March 31, 2025 | December 31, 2024 | March 31, 2025 | December 31, 2024 | |
| (unaudited) | (unaudited) | ||||
| Current | - | - | 47,762 | 45,580 | |
| Non-current | 845,698 | 842,219 | 941,422 | 932,756 |
(i) Refers to early termination of lease contracts.
The Company recognized lease expense from short-term leases and low-value assets of R$2,558
for the three-month period ended March 31, 2025 (R$1,331 for the three-month period ended March 31, 2024).
| F-22 |
Afya Limited Notes to the unaudited interim condensed consolidated financial statements Expressed in thousands of Brazilian reais, unless otherwise stated | |
| 11.2.3 | Accounts payable to selling shareholders |
| Interest rate | March 31, 2025 | December 31, 2024 | |
| (unaudited) | |||
| Accounts payable at amortized cost | |||
| Unigranrio | CDI | 93,246 | 90,543 |
| DelRey | Selic | 64,508 | 125,276 |
| Accounts payable at fair value | |||
| Shosp | - | 454 | 454 |
| Além da Medicina | - | 9,600 | 9,600 |
| CardioPapers | - | 10,013 | 10,013 |
| Unidom (i) | CDI | 288,520 | 294,886 |
| 466,341 | 530,772 | ||
| Current | 191,698 | 185,318 | |
| Non-current | 274,643 | 345,454 |
(i) The account payable to the selling shareholders of Unidom is updated by CDI, as determined in the purchase agreement, and measured at fair value considering the maintenance of the authorization of the 175 operating medical school seats.
The movements during the three-month periods ended March 31, 2025 and 2024 are shown below:
| March 31, 2025 | March 31, 2024 | |
| (unaudited) | (unaudited) | |
| Opening balance | 530,772 | 566,867 |
| Payments of principal | (65,162) | (147,262) |
| Payments of interest | (14,536) | (24,735) |
| Interest | 4,601 | 9,722 |
| Remeasurement of contingent consideration | 10,666 | 818 |
| Closing balance | 466,341 | 405,410 |
As of March 31, 2025, it is probable that the targets that trigger the contingent considerations payments recognized will be met, including those related to the maintenance of the authorization of the 175 medical school seats of Unidom, considering current stage and development of court proceedings regarding such medical school seats. The fair value of the contingent consideration determined at March 31, 2025 reflects the development, among other factors and the remeasurements charge have been recognized through profit or loss. The own non-performance risk at March 31, 2025 was assessed to be insignificant.
| 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:
|
March 31, 2025 (unaudited) |
December 31, 2024 | |||
| Carrying amount | Fair value | Carrying amount | Fair value | |
| Financial liabilities | ||||
| Loans and financing | 2,212,674 | 2,195,503 | 2,195,161 | 2,196,152 |
| 2,212,674 | 2,195,503 | 2,195,161 | 2,196,152 | |
The Company assessed that the fair values of trade receivables, other assets, trade payables, accounts payable to selling shareholders and other liabilities approximate their carrying amounts.
The financial instruments for which the 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, 2024 to March 31, 2025.
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.
| 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
| F-23 |
Afya Limited Notes to the unaudited interim condensed consolidated financial statements Expressed in thousands of Brazilian reais, unless otherwise stated | |
operations and expansion. The Company’s main financial assets include trade receivables and cash and cash equivalents.
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 March 31, 2025.
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.
| F-24 |
Afya Limited Notes to the unaudited interim condensed consolidated financial statements Expressed in thousands of Brazilian reais, unless otherwise stated | |
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:
| March 31, 2025 | Index | Base rate | |
| (unaudited) | |||
| Cash equivalents | 1,142,302 | CDI | 160,504 |
| Loans and financing | (1,355,149) | CDI | (213,332) |
| Loans and financing | (7,474) | TJLP | (596) |
| Accounts payable to selling shareholders | (381,766) | CDI | (54,020) |
| Accounts payable to selling shareholders | (64,508) | Selic | (9,128) |
| Net exposure | (116,572) |
| Increase in basis points | ||
| +75 | +150 | |
| Net effect on profit before tax | (4,999) | (9,999) |
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$9,078 as of March 31, 2025 (December 31, 2024: R$21,610).
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$5.7416 to U.S. dollar 1.00) as of March 31, 2025, with all other variables held constant.
| Exposure | +10% | -10% | |
| Cash equivalents | 9,078 | 908 | (908) |
| 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 statements of financial position on March 31, 2025 and December 31, 2024.
| 11.4.3 | Liquidity risk |
The Company’s Management has responsibility for monitoring liquidity risk. In order 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.
| F-25 |
Afya Limited Notes to the unaudited interim condensed consolidated financial statements Expressed in thousands of Brazilian reais, unless otherwise stated | |
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 March 31, 2025 (unaudited) | Less than 1 year | 1 to 3 years | 3 to 5 years | More than 5 years | Total |
| Trade payables | 129,973 | - | - | - | 129,973 |
| Loans and financing | 548,174 | 1,744,766 | 359,893 | 76,180 | 2,729,013 |
| Lease liabilities | 162,211 | 309,399 | 297,714 | 1,343,118 | 2,112,442 |
| Accounts payable to selling shareholders | 218,354 | 96,058 | 120,033 | 359,789 | 794,234 |
| 1,058,712 | 2,150,223 | 777,640 | 1,779,087 | 5,765,662 |
| As of December 31, 2024 | Less than 1 year | 1 to 3 years | 3 to 5 years | More than 5 years | Total |
| Trade payables | 128,080 | - | - | - | 128,080 |
| Loans and financing | 526,659 | 1,494,287 | 617,818 | 75,526 | 2,714,290 |
| Lease liabilities | 158,746 | 303,211 | 293,178 | 1,360,107 | 2,115,242 |
| Accounts payable to selling shareholders | 205,322 | 150,565 | 99,100 | 373,498 | 828,485 |
| 1,018,807 | 1,948,063 | 1,010,096 | 1,809,131 | 5,786,097 |
| 11.5 | Changes in liabilities arising from financing activities |
| January 1, 2025 | Payments of principal | Payments of interest | Additions and remeasurements | Interest | Other | March 31, 2025 | |
| (unaudited) | |||||||
| Loans and financing | 2,195,161 | (769) | (44,980) | - | 61,672 | 1,590 | 2,212,674 |
| Lease liabilities | 978,336 | (11,904) | (29,167) | 22,925 | 29,563 | (569) | 989,184 |
| Dividends payable | - | (3,991) | - | 134,789 | - | - | 130,798 |
| 3,173,497 | (16,664) | (74,147) | 157,714 | 91,235 | 1,021 | 3,332,656 |
| January 1, 2024 | Payments of principal | Payments of interest | Additions and remeasurements | Interest | Other | March 31, 2024 | |
| (unaudited) | |||||||
| Loans and financing | 1,800,775 | (10,762) | (48,806) | - | 41,205 | 682 | 1,783,094 |
| Lease liabilities | 874,569 | (9,648) | (26,903) | 37,812 | 26,744 | (32) | 902,542 |
| Dividends payable | - | (3,712) | - | 3,712 | - | - | - |
| 2,675,344 | (24,122) | (75,709) | 41,524 | 67,949 | 650 | 2,685,636 |
| F-26 |
Afya Limited Notes to the unaudited interim condensed consolidated financial statements Expressed in thousands of Brazilian reais, unless otherwise stated | |
| 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.
In order to achieve its overall objective, the Company’s capital management, among other things, aims to ensure that it meets financial covenants under the debentures and other loans and financing, including net debt ratio to adjusted EBITDA. Breaches in meeting the financial covenants would permit the bank to immediately call loans and financing. There have been no breaches of the financial covenants of any loans and financing in the current period.
No changes were made in the objectives, policies or processes for managing capital during the three-month period ended March 31, 2025.
| 13 | Labor and social obligations |
a) Variable compensation (bonuses)
The bonuses related to variable compensation of employees and management of R$12,872 and R$10,292 are recognized in cost of services and selling, general and administrative expenses in the statements of income for the three-month periods ended March 31, 2025 and 2024, respectively.
b) Afya Limited share-based compensation plans
b.1) Stock options plan
The stock options plan was approved on August 30, 2019 and granted to senior executives and other employees of the Company from that date, with subsequent changes in the exercise price, as approved, on July 29, 2020, July 8, 2022 and July 31, 2023. Such changes were assessed as modifications by the Company and were accounted in accordance with IFRS 2.
During the three-month periods ended March 31, 2025 and 2024 there were no stock options granted by the Company.
The table below presents the number and movements in stock options for the three-month periods ended March 31, 2025 and 2024:
|
Weighted average exercise price (in Brazilian Reais) |
Number of stock options | ||
| March 31, 2025 | March 31, 2024 | ||
| (unaudited) | (unaudited) | ||
| Outstanding at January 1 | 67.31 | 1,610,679 | 1,696,064 |
| Exercised | 62.12 | (27,800) | (13,745) |
| Forfeited | - | - | (10,330) |
| Outstanding at March 31 | 64.08 | 1,582,879 | 1,671,989 |
| Exercisable | 63.34 | 399,402 | 228,490 |
The share-based compensation expense recognized in selling, general and administrative expenses in the statements of income for the three-month periods ended March 31, 2025 and 2024 was R$3,644 and R$3,916, respectively.
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.
| F-27 |
Afya Limited Notes to the unaudited interim condensed consolidated financial statements Expressed in thousands of Brazilian reais, unless otherwise stated | |
During the three-month periods ended March 31, 2025 and 2024 there were no movements of RSUs.
The outstanding amount of restricted stock units as of March 31, 2025 and December 31, 2024 was 656,634.
Total RSU expenses recognized in selling, general and administrative expenses in the consolidated statement of income for the three-month periods ended March 31, 2025 and 2024 were R$3,319 and R$4,714, respectively. Labor and social obligations expenses were R$1,008 and R$1,035 for the three-month periods ended March 31, 2025 and 2024, respectively.
| 14 | Equity |
Share capital
As of March 31, 2025 and December 31, 2024, the Company’s share capital was R$17 represented by 93,722,831 shares comprised by 49,920,068 class A common shares and 43,802,763 class B common shares. As of March 31, 2025 and December 31, 2024, the Company’s authorized capital was US$50 thousand.
Dividends
In the three-month period ended March 31, 2025, CCSI and IESVAP approved the payment of dividends of R$22,205, which R$17,200 was distributed to the Company and R$5,005 to non-controlling shareholders, of which R$1,014 are registered as dividends payable as of March 31, 2025 (March 31, 2024: R$15,409, which R$11,697 was distributed to the Company and R$3,712 to non-controlling shareholders).
On March 12, 2025, the Company’s Board of Directors approved the first dividend distribution
in the amount of R$129,784, representing 20% of the Company’s consolidated net income for the year ended December 31, 2024 and a
dividend per share of R$1.348923, to the shareholders on record as of the close of business on March 26, 2025, paid in U.S. dollars on
April 4, 2025, at the exchange rate (PTAX) published by the Brazilian Central Bank on March 13, 2025.
| F-28 |
Afya Limited Notes to the unaudited interim condensed consolidated financial statements Expressed in thousands of Brazilian reais, unless otherwise stated | |
Treasury shares
The following table illustrates the number and movements in treasury shares during the three-month periods ended March 31, 2025 and 2024:
| Number of treasury shares |
Average price (in Brazilian Reais) | |
| Outstanding at January 1, 2024 | 3,773,478 | 79.28 |
| Delivered under the share-based compensation plans | (13,745) | 79.28 |
| Outstanding at March 31, 2024 (unaudited) | 3,759,733 | 79.28 |
| Outstanding at January 1, 2025 | 3,455,538 | 79.28 |
| Delivered under the share-based compensation plans | (27,800) | 79.28 |
| Outstanding at March 31, 2025 (unaudited) | 3,427,738 | 79.28 |
| 15 | Earnings per share (“EPS”) |
Basic EPS is calculated by dividing net income attributable to the equity holders of the Company by the weighted average number of common shares outstanding during the period.
Diluted EPS is calculated by dividing net income attributable to the equity holders of the parent by the weighted average number of common shares outstanding during the period plus the weighted average number of shares that would be issued on conversion of all potential shares with dilutive effects.
Diluted earnings per share are computed including stock options granted to key management using the treasury shares method when the effect is dilutive. The Company has the stock options and RSU plans in the category of potentially dilutive shares.
In the three-month periods ended March 31, 2025 and 2024, Softbank’s series A perpetual convertible preferred shares are dilutive and included on the diluted earnings per share.
The table below presents the basic and diluted earnings per share calculations:
| March 31, 2025 | March 31, 2024 | |
| (unaudited) | (unaudited) | |
| Numerator | ||
| Net income attributable to equity holders of the parent | 251,999 | 203,393 |
| Interest on convertible preference shares | 16,666 | 12,415 |
| Profit attributable to equity holders adjusted for the effect of the dilution | 268,665 | 215,808 |
| Denominator | ||
| Weighted average number of outstanding shares | 90,278,384 | 89,969,430 |
| Effects of dilution from stock options and restricted share units | 1,057,400 | 1,401,628 |
| Effects of dilution from convertible shares | 5,917,888 | 5,917,888 |
| Weighted average number of outstanding shares adjusted for the effect of dilution | 97,253,672 | 97,288,946 |
| Basic earnings per share (R$) | 2.79 | 2.26 |
| Diluted earnings per share (R$) | 2.76 | 2.22 |
| F-29 |
Afya Limited Notes to the unaudited interim condensed consolidated financial statements Expressed in thousands of Brazilian reais, unless otherwise stated | |
| 16 | Revenue |
| March 31, 2025 | March 31, 2024 | |
| (unaudited) | (unaudited) | |
| Tuition fees | 1,165,751 | 980,975 |
| Other | 81,483 | 72,679 |
| Deductions | ||
| Discount and scholarships | (104,703) | (75,637) |
| Early payment discounts | (55,759) | (48,224) |
| Returns | (5,797) | (8,234) |
| Taxes | (48,829) | (38,697) |
| PROUNI | (95,786) | (78,623) |
| 936,360 | 804,239 | |
| Timing of revenue recognition | ||
| Tuition, digital content and app subscription fees - Transferred over time | 914,399 | 790,149 |
| Other - Transferred at a point in time | 21,961 | 14,090 |
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 statements of income for the Company’s operating segments for the three-month periods ended March 31, 2025 and 2024.
| Undergraduate | Continuing education | Medical practice solutions | Elimination (inter-segment transactions) | March 31, 2025 (unaudited) | |
| Types of services or goods | 827,372 | 71,103 | 41,684 | (3,799) | 936,360 |
| Tuition fees | 823,828 | 45,898 | - | - | 869,726 |
| Other | 3,544 | 25,205 | 41,684 | (3,799) | 66,634 |
| Timing of revenue recognition | 827,372 | 71,103 | 41,684 | (3,799) | 936,360 |
| Transferred over time | 823,828 | 53,787 | 40,583 | (3,799) | 914,399 |
| Transferred at a point in time | 3,544 | 17,316 | 1,101 | - | 21,961 |
| Undergraduate | Continuing education | Medical practice solutions | Elimination (inter-segment transactions) | March 31, 2024 (unaudited) | |
| Types of services or goods | 704,519 | 65,415 | 36,573 | (2,268) | 804,239 |
| Tuition fees | 700,875 | 39,744 | - | - | 740,619 |
| Other | 3,644 | 25,671 | 36,573 | (2,268) | 63,620 |
| Timing of revenue recognition | 704,519 | 65,415 | 36,573 | (2,268) | 804,239 |
| Transferred over time | 700,875 | 56,395 | 35,147 | (2,268) | 790,149 |
| Transferred at a point in time | 3,644 | 9,020 | 1,426 | - | 14,090 |
| F-30 |
Afya Limited Notes to the unaudited interim condensed consolidated financial statements Expressed in thousands of Brazilian reais, unless otherwise stated | |
| 17 | Costs and expenses by nature |
| March 31, 2025 | March 31, 2024 | |
| (unaudited) | (unaudited) | |
| Payroll | (275,876) | (260,547) |
| Hospital and medical agreements | (18,636) | (23,919) |
| Depreciation and amortization | (91,755) | (79,269) |
| Lease expenses | (2,558) | (1,331) |
| Utilities | (5,410) | (4,146) |
| Maintenance | (31,700) | (27,842) |
| Share-based compensation | (6,963) | (8,630) |
| Tax expenses | (3,244) | (2,558) |
| Pedagogical services (i) | (33,557) | (16,611) |
| Sales and marketing | (20,827) | (16,278) |
| Allowance for expected credit losses | (16,558) | (15,264) |
| Travel expenses | (4,824) | (2,606) |
| Consulting fees | (6,333) | (10,020) |
| Other | (45,898) | (41,647) |
| (564,139) | (510,668) | |
| Cost of services | (282,639) | (269,504) |
| Selling, general and administrative expenses | (281,500) | (241,164) |
(i) For the three-month period ended March 31, 2025 the costs related to the practicing physician who provides practical training and supervision to medical students (preceptors) are recognized as Pedagogical services, considering the terms of the contracts.
| 18 | Finance result |
| March 31, 2025 | March 31, 2024 | |
| (unaudited) | (unaudited) | |
| Income from financial investments | 27,551 | 11,827 |
| Interest received | 14,532 | 12,415 |
| Other | 1,398 | 1,288 |
| Finance income | 43,481 | 25,530 |
| Interest expense | (76,939) | (51,745) |
| Interest expense on lease liabilities | (29,563) | (26,744) |
| Financial discounts | (12,536) | (7,779) |
| Bank fees | (1,127) | (1,530) |
| Other | (18,310) | (12,098) |
| Finance expenses | (138,475) | (99,896) |
| Net finance result | (94,994) | (74,366) |
| F-31 |
Afya Limited Notes to the unaudited interim condensed 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.
Additional social contribution from Organization for Economic Co-operation and Development (“OECD”) Pillar Two global minimum tax
On December 27, 2024, Law 15,079/2024 was enacted, establishing the implementation of the OECD’s Pillar Two global minimum tax in Brazil, effective as of January 1, 2025.
Law 15,079/2024 aligns the Brazilian tax legislation to the OECD’s Global Anti-Base Erosion (GloBE) rules by introducing a minimum effective taxation of 15% through an additional Social Contribution on Net Profit (“CSLL”). This regulation applies to multinational groups within the scope of the OECD’s GloBE rules, specifically those whose ultimate parent entity reported annual consolidated revenues of at least €750 million in at least two of the four fiscal years immediately preceding the year under review.
The rules are designed to ensure that the additional CSLL qualifies as a Qualified Domestic Minimum Top-up Tax (QDMTT) under the OECD Inclusive Framework, subjecting Brazilian entities to a minimum tax rate of 15%.
On March 28, 2025, the Company filed a writ of mandamus with the Brazilian Federal Court challenging the enforceability of the newly enacted additional CSLL. The legal proceeding is grounded on constitutional and statutory arguments, and is waiting for court decision to prevent the collection of the additional CSLL, which is scheduled to be required in 2026 with respect to the 2025 fiscal year.
The additional income tax expense as a result of Law 15,079/2024 for the three-month period ended March 31, 2025 was R$23,212. The Company has applied the exception to recognizing and disclosing information about deferred tax assets and liabilities related to Pillar Two income taxes.
Income tax expense
The Company calculates the period income tax expense 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, which is applicable for
the fiscal year ending December 31, 2025.
| F-32 |
Afya Limited Notes to the unaudited interim condensed consolidated financial statements Expressed in thousands of Brazilian reais, unless otherwise stated | |
The table below presents the reconciliation of income tax expense for the three-month periods ended March 31, 2025 and 2024:
| March 31, 2025 | March 31, 2024 | |
| (unaudited) | (unaudited) | |
| Income before income taxes | 281,818 | 219,164 |
| Statutory income taxes rate | 34% | 34% |
| Income taxes at statutory rate | (95,818) | (74,516) |
| Reconciliation adjustments: | ||
| Tax effect on loss from entities not subject to taxation | (8,795) | (7,961) |
| PROUNI - Fiscal incentive (i) | 131,430 | 104,113 |
| Unrecognized deferred taxes | (38,907) | (32,399) |
| Recognized deferred taxes | 7,146 | (656) |
| Presumed profit income tax regime effect (ii) | (189) | 25 |
| Permanent adjustments | (808) | (1,499) |
| Pillar Two - Additional social contribution | (23,212) | - |
| Other | 4,371 | 2,028 |
| Income taxes expense | (24,782) | (10,865) |
| Current | (31,928) | (10,865) |
| Deferred | 7,146 | - |
| Effective rate | 8.8% | 5.0% |
(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) Brazilian tax law establishes that companies that generate gross revenues of up to R$78,000 in the prior fiscal year may calculate income taxes as a percentage of gross revenue, using the presumed profit tax regime. The effect of the presumed profit of certain subsidiaries represents the difference between the taxation based on this method and the amount that would be due based on the statutory rate applied to the taxable profit of the subsidiaries.
Deferred income taxes
As of March 31, 2025, the Company had accumulated unrecognized deferred income tax assets on temporary differences and tax losses in the amount of R$1,372,592 of tax-basis (December 31, 2024: R$1,432,444) which does not have expectations that could support the recognition of these temporary differences as deferred tax assets. Accordingly, the Company did not recognize deferred tax assets over these amounts.
| 20 | Legal proceedings and contingencies |
The provisions related to labor, civil and taxes proceedings whose likelihood of loss is assessed as probable are as follows:
| Labor | Civil | Taxes | Total | |
| Balances as of January 1, 2024 | 22,721 | 21,300 | 60,340 | 104,361 |
| Additions | 3,324 | 2,253 | 12,474 | 18,051 |
| Reversals (i) | (4,996) | (336) | (14,570) | (19,902) |
| Balances as of March 31, 2024 (unaudited) | 21,049 | 23,217 | 58,244 | 102,510 |
| Balances as of January 1, 2025 | 31,455 | 25,140 | 56,926 | 113,521 |
| Additions | 5,018 | 2,393 | 2,035 | 9,446 |
| Reversals (i) | (1,958) | (2,575) | (2,835) | (7,368) |
| Balances as of March 31, 2025 (unaudited) | 34,515 | 24,958 | 56,126 | 115,599 |
(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.
| F-33 |
Afya Limited Notes to the unaudited interim condensed 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 taxes proceedings assessed by Management and its legal counsels as possible risk of loss, for which no provisions are recognized, as follows:
| March 31, 2025 | December 31, 2024 | |
| (unaudited) | ||
| Labor | 36,325 | 38,097 |
| Civil | 50,909 | 50,667 |
| Taxes | 25,495 | 17,498 |
| 112,729 | 106,262 |
The Company has judicial deposits, related to taxes, civil and labor proceedings, recorded in other non-current assets in the amount of R$17,437 as of March 31, 2025 (December 31, 2024: R$16,938), presented in Other assets in the statement of financial position.
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 recorded by the Company 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 and,
therefore, the provision amounts related to such contingencies are presented in the non-current liabilities and the correspondent amount
of R$77,031 (December 31, 2024: R$78,701) is presented in non-current other assets.
| F-34 |
Afya Limited Notes to the unaudited interim condensed consolidated financial statements Expressed in thousands of Brazilian reais, unless otherwise stated | |
| 21 | Non-cash transactions |
During the three-month periods ended March 31, 2025 and 2024, the Company carried out non-cash transactions which are not reflected in the statements of cash flows. The main non-cash transactions are as follows:
| March 31, 2025 | March 31, 2024 | |
| (unaudited) | (unaudited) | |
| Additions and remeasurements of right-of-use assets and lease liabilities | 22,925 | 37,812 |
| Additions (reversals) of provision for legal proceedings with corresponding indemnification asset, net | (1,670) | (4,689) |
| Dividends payable | 130,798 | - |
| 22 | Subsequent event |
Acquisition of FUNIC
On May 7, 2025, Afya Brazil acquired 100% of the total share capital of Faculdade Masterclass Ltda. (“FUNIC”), located in the city of Contagem, a city in the metropolitan area of Belo Horizonte, the capital of the State of Minas Gerais. The acquisition contributes 60 medical school seats to Afya. FUNIC is pre-operational, with leased real estate prepared for a medical school operation, which is expected to start in the second semester of 2025.
The aggregate purchase price is R$100,000, net of the estimated Net Debt deducted from the down payment. The price and payment conditions are: (i) R$60,000, net of the estimated Net Debt, paid in cash on May 7, 2025; and (ii) R$40,000 will be paid in three annual installments adjusted by CDI.
Additionally, the acquisition includes a contingent consideration for up to 60 additional medical school seats. If approved by MEC within 36 months from the closing date, it will result in an additional payment of R$1,000 per approved seat.
FUNIC is pre-operational and the transaction will result in acquisition of intangible assets of licenses with indefinite useful life, as it does not constitute as a business.
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| F-35 |