Afya Ltd 6-K, filed Nov 12, 2025
Afya Ltd (AFYA)
About this 6-K
Afya Ltd filed this 6-K on November 12, 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 November, 2025
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 September 30, 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: November 11, 2025
Afya Limited
Unaudited interim condensed
consolidated financial statements
September 30, 2025
Afya Limited
Unaudited interim condensed consolidated statements of financial position
As of September 30, 2025 and December 31, 2024
(In thousands of Brazilian reais)
| Notes | September 30, 2025 | December 31, 2024 | ||
| Assets | (unaudited) | |||
| Current assets | ||||
| Cash and cash equivalents | 4 | 996,826 | 911,015 | |
| Trade receivables | 5 | 671,177 | 595,898 | |
| Recoverable taxes | 24,700 | 21,740 | ||
| Income taxes recoverable | 21,046 | 3,986 | ||
| Other assets | 7 | 48,525 | 57,145 | |
| Total current assets | 1,762,274 | 1,589,784 | ||
| Non-current assets | ||||
| Trade receivables | 5 | 33,597 | 35,948 | |
| Deferred tax assets | 19 | 40,826 | - | |
| Other assets | 7 | 123,893 | 115,875 | |
| Investment in associate | 8 | 56,307 | 54,442 | |
| Property and equipment | 9 | 695,231 | 658,482 | |
| Right-of-use assets | 11.2.2 | 900,305 | 842,219 | |
| Intangible assets | 10 | 5,574,726 | 5,532,789 | |
| Total non-current assets | 7,424,885 | 7,239,755 | ||
| Total assets | 9,187,159 | 8,829,539 | ||
| Liabilities | ||||
| Current liabilities | ||||
| Trade payables | 142,318 | 128,080 | ||
| Loans and financing | 11.2.1 | 916,828 | 363,554 | |
| Lease liabilities | 11.2.2 | 52,561 | 45,580 | |
| Accounts payable to selling shareholders | 11.2.3 | 106,810 | 185,318 | |
| Advances from customers | 147,037 | 161,048 | ||
| Dividends payable | 14 | 825 | - | |
| Labor and social obligations | 286,575 | 208,076 | ||
| Taxes payable | 35,827 | 33,456 | ||
| Income taxes payable | 19 | 104,374 | 4,247 | |
| Other liabilities | 7,116 | 10,836 | ||
| Total current liabilities | 1,800,271 | 1,140,195 | ||
| Non-current liabilities | ||||
| Loans and financing | 11.2.1 | 996,839 | 1,831,607 | |
| Lease liabilities | 11.2.2 | 1,008,344 | 932,756 | |
| Accounts payable to selling shareholders | 11.2.3 | 318,521 | 345,454 | |
| Taxes payable | 107,061 | 112,681 | ||
| Provision for legal proceedings | 20 | 124,844 | 113,521 | |
| Other liabilities | 44,687 | 42,742 | ||
| Total non-current liabilities | 2,600,296 | 3,378,761 | ||
| Total liabilities | 4,400,567 | 4,518,956 | ||
| Equity | 14 | |||
| Share capital | 17 | 17 | ||
| Additional paid-in capital | 2,320,422 | 2,344,521 | ||
| Treasury shares | (240,136) | (273,955) | ||
| Share-based compensation reserve | 204,180 | 187,497 | ||
| Retained earnings | 2,461,590 | 2,011,875 | ||
| Equity attributable to equity holders of the parent | 4,746,073 | 4,269,955 | ||
| Non-controlling interests | 40,519 | 40,628 | ||
| Total equity | 4,786,592 | 4,310,583 | ||
| Total liabilities and equity | 9,187,159 | 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 and nine-month periods ended September 30, 2025 and 2024
(In thousands of Brazilian reais, except for earnings per share information)
| Three-month period ended | Nine-month period ended | |||||||||
| Notes | September 30, 2025 | September 30, 2024 | September 30, 2025 | September 30, 2024 | ||||||
| (unaudited) | (unaudited) | (unaudited) | (unaudited) | |||||||
| Revenue | 16 | 928,505 | 841,185 | 2,784,265 | 2,455,314 | |||||
| Cost of services | 17 | (339,916) | (324,083) | (965,262) | (908,429) | |||||
| Gross profit | 588,589 | 517,102 | 1,819,003 | 1,546,885 | ||||||
| Selling, general and administrative expenses | 17 | (286,162) | (268,456) | (827,480) | (743,364) | |||||
| Allowance for expected credit losses | (18,082) | (11,571) | (51,135) | (41,589) | ||||||
| Other income | 3,263 | 9,460 | 9,497 | 10,491 | ||||||
| Other expenses | (10,175) | (12,643) | (14,697) | (18,359) | ||||||
| Operating income | 277,433 | 233,892 | 935,188 | 754,064 | ||||||
| Finance income | 18 | 59,185 | 30,396 | 143,663 | 79,659 | |||||
| Finance expenses | 18 | (158,768) | (130,240) | (433,049) | (322,420) | |||||
| Net finance result | (99,583) | (99,844) | (289,386) | (242,761) | ||||||
| Share of income of associate | 8 | 2,791 | 2,526 | 10,667 | 9,726 | |||||
| Income before income taxes | 180,641 | 136,574 | 656,469 | 521,029 | ||||||
| Income taxes expenses | 19 | |||||||||
| Current | (36,734) | (9,198) | (104,296) | (23,154) | ||||||
| Deferred | 15,513 | (3,234) | 40,826 | (3,234) | ||||||
| Net income | 159,420 | 124,142 | 592,999 | 494,641 | ||||||
| Other comprehensive income | - | - | - | - | ||||||
| Total comprehensive income | 159,420 | 124,142 | 592,999 | 494,641 | ||||||
| Income attributable to: | ||||||||||
| Equity holders of the parent | 155,167 | 119,979 | 579,499 | 481,583 | ||||||
| Non-controlling interests | 4,253 | 4,163 | 13,500 | 13,058 | ||||||
| 159,420 | 124,142 | 592,999 | 494,641 | |||||||
| Basic earnings per common share | 15 | 1.71 | 1.33 | 6.40 | 5.35 | |||||
| Diluted earnings per common share | 15 | 1.70 | 1.31 | 6.34 | 5.28 | |||||
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 nine-month periods ended September 30, 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 | - | - | - | - | 481,583 | 481,583 | 13,058 | 494,641 | |
| Total comprehensive income | - | - | - | - | 481,583 | 481,583 | 13,058 | 494,641 | |
| Share-based compensation | 17 | - | - | - | 26,299 | - | 26,299 | - | 26,299 |
| Treasury shares transferred to executives from exercise of stock options | 13.b.1 | - | (3,394) | 9,435 | - | - | 6,041 | - | 6,041 |
| Restricted shares transferred under the share-based compensation plan | 13.b.2 | - | (17,753) | 12,771 | - | - | (4,982) | - | (4,982) |
| Dividends declared | 14.b | - | - | - | - | - | - | (13,368) | (13,368) |
| Balances at September 30, 2024 (unaudited) | 17 | 2,344,053 | (276,944) | 181,372 | 1,861,948 | 4,110,446 | 41,197 | 4,151,643 | |
| 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 | - | - | - | - | 579,499 | 579,499 | 13,500 | 592,999 | |
| Total comprehensive income | - | - | - | - | 579,499 | 579,499 | 13,500 | 592,999 | |
| Share-based compensation | 17 | - | - | - | 16,683 | - | 16,683 | - | 16,683 |
| Treasury shares repurchase | 14 | - | - | (11,128) | - | - | (11,128) | - | (11,128) |
| Treasury shares transferred to executives from exercise of stock options | 13.b.1 | - | (6,335) | 32,068 | - | - | 25,733 | - | 25,733 |
| Restricted shares transferred under the share-based compensation plan | 13.b.2 | - | (17,764) | 12,879 | - | - | (4,885) | - | (4,885) |
| Dividends declared | 14 | - | - | - | - | (129,784) | (129,784) | (13,609) | (143,393) |
| Balances at September 30, 2025 (unaudited) | 17 | 2,320,422 | (240,136) | 204,180 | 2,461,590 | 4,746,073 | 40,519 | 4,786,592 | |
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 nine-month periods ended September 30, 2025 and 2024
(In thousands of Brazilian reais)
| Notes | September 30, 2025 | September 30, 2024 | |
| (unaudited) | (unaudited) | ||
| Operating activities | |||
| Income before income taxes | 656,469 | 521,029 | |
| Adjustments to reconcile income before income taxes | |||
| Depreciation and amortization expenses | 17 | 281,110 | 249,135 |
| Write-off of property and equipment | 9 | 3,149 | 2,108 |
| Write-off of intangible assets | 7 | 243 | |
| Allowance for expected credit losses | 5, 17 | 51,135 | 41,589 |
| Share-based compensation expense | 17 | 16,683 | 26,299 |
| Net foreign exchange differences | 2,430 | 7,462 | |
| Accrued interest | 18 | 248,290 | 166,343 |
| Accrued interest on lease liabilities | 11.2.2, 11.5, 18 | 91,414 | 82,803 |
| Share of income of associate | 8 | (10,667) | (9,726) |
| Provision for legal proceedings | 18,980 | 6,840 | |
| Changes in assets and liabilities | |||
| Trade receivables | 5 | (124,063) | (35,619) |
| Recoverable taxes | (20,020) | 2,409 | |
| Other assets | 7 | (1,846) | 21,254 |
| Trade payables | 14,238 | 19,966 | |
| Taxes payable | 1,409 | (6,625) | |
| Advances from customers | (14,011) | 40 | |
| Labor and social obligations | 78,499 | 69,719 | |
| Provision for legal proceedings | 20 | (5,209) | (2,221) |
| Other liabilities | 3,478 | 4,417 | |
| 1,291,475 | 1,167,465 | ||
| Income taxes paid | (13,712) | (19,290) | |
| Net cash flows from operating activities | 1,277,763 | 1,148,175 | |
| Investing activities | |||
| Acquisition of property and equipment | 9 | (123,641) | (93,367) |
| Acquisition of intangibles assets | 10 | (139,513) | (223,399) |
| Dividends received | 8 | 8,802 | 6,195 |
| Acquisition of subsidiaries, net of cash acquired | 11.2.3 | (144,076) | (579,074) |
| Payments of interest from acquisition of subsidiaries and intangibles | 11.2.3 | (49,608) | (55,898) |
| Net cash flows used in investing activities | (448,036) | (945,543) | |
| Financing activities | |||
| Payments of principal of loans and financing | 11.5 | (301,692) | (126,666) |
| Payments of interest of loans and financing | 11.5 | (185,230) | (156,897) |
| Proceeds from loans and financing | 11.5 | - | 492,351 |
| Payments of principal of lease liabilities | 11.2.2, 11.5 | (36,869) | (30,218) |
| Payments of interest of lease liabilities | 11.2.2, 11.5 | (89,732) | (82,567) |
| Proceeds from exercise of stock options | 25,733 | 6,041 | |
| Treasury shares repurchase | 14 | (11,128) | - |
| Dividends paid | 11.5, 14 | (142,568) | (13,368) |
| Net cash flows (used) generated in financing activities | (741,486) | 88,676 | |
| Net foreign exchange differences | (2,430) | (7,462) | |
| Net increase in cash and cash equivalents | 85,811 | 283,846 | |
| 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 | 996,826 | 836,876 |
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, 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 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.
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 Brazilian interbank interest rate ("CDI"), 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.
| F-8 |
| Afya Limited Notes to the unaudited interim condensed consolidated financial statements Expressed in thousands of Brazilian reais, unless otherwise stated | |
Acquisition in 2025
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 started its operations 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 to be paid in three annual installments adjusted by CDI.
The acquisition includes an additional payment for up to 60 additional medical school seats. If approved by MEC within 36 months from the closing date, it will result in an payment of R$1,000 per approved seat. Since the probability of such payout cannot be reliably estimated this amount was not measured at the acquisition date. Should the additional medical school seats be approved, it will result in additional licenses, which will be measured accordingly if and when approved.
Management assessed the aspects of such transaction in accordance with IFRS 3 - Business Combinations and concluded that the transaction does not fall under the definition of business, but an acquisition of assets, which were measured on initial recognition at cost.
As of September 30, 2025, Afya had 3,603 operating medical school seats.
| 2 | Material accounting policies |
2.1 Basis of preparation
The Company’s unaudited interim condensed consolidated financial statements have been prepared in accordance with IAS 34 Interim Financial Reporting and in the basis that it will continue to operate as a going concern.
The unaudited interim condensed consolidated financial statements have been prepared on a historical cost basis, except for contingent consideration that have been measured at fair value.
The unaudited interim condensed consolidated financial statements do not include all the information and disclosures required in the annual financial statements and should be read in conjunction with the Company’s annual consolidated financial statements as of December 31, 2024.
The primary source of Afya’s revenue is from its interest on the operational companies in Brazil. As result, the Brazilian Real has been determined as the Company’s functional currency.
The unaudited interim condensed consolidated financial statements are presented in Brazilian reais (“R$”), 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 November 12, 2025.
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 | September 30, 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% |
| F-9 |
| Afya Limited Notes to the unaudited interim condensed consolidated financial statements Expressed in thousands of Brazilian reais, unless otherwise stated | |
| 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% |
| 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”) (ii) | Online platform | São Paulo - SP | Subsidiary | - | 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”) (ii) | Marketing for pharmaceutical industry | São Paulo - SP | Subsidiary | - | 100% |
| Quasar Telemedicina Desenvolvimento de Sistemas Computacionais Ltda. (“Glic”) (ii) | Patient physician relationship | Barueri - SP | Subsidiary | - | 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% |
| Faculdade Masterclass Ltda. (“FUNIC”) | Undergraduate degree programs | Contagem - MG | Subsidiary | 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. |
| (ii) | Cliquefarma, RX PRO and Glic was merged with Afya Brazil in August 2025. |
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.
| 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;
| F-10 |
| Afya Limited Notes to the unaudited interim condensed consolidated financial statements Expressed in thousands of Brazilian reais, unless otherwise stated | |
• 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.
| F-11 |
| Afya Limited Notes to the unaudited interim condensed consolidated financial statements Expressed in thousands of Brazilian reais, unless otherwise stated | |
The tables below present assets and liabilities information for the Company’s operating segments as of September 30, 2025 and December 31, 2024:
| As of September 30, 2025 (unaudited) | Undergraduate | Continuing education | Medical practice solutions | Total reportable segments | Adjustments and eliminations | Total |
| Total assets | 8,486,507 | 535,528 | 175,883 | 9,197,918 | (10,759) | 9,187,159 |
| Current assets | 1,569,034 | 94,051 | 109,948 | 1,773,033 | (10,759) | 1,762,274 |
| Non-current assets | 6,917,473 | 441,477 | 65,935 | 7,424,885 | - | 7,424,885 |
| Total liabilities and equity | 8,486,507 | 535,528 | 175,883 | 9,197,918 | (10,759) | 9,187,159 |
| Current liabilities | 1,600,572 | 108,902 | 101,556 | 1,811,030 | (10,759) | 1,800,271 |
| Non-current liabilities | 2,500,090 | 77,162 | 23,044 | 2,600,296 | - | 2,600,296 |
| Equity | 4,385,845 | 349,464 | 51,283 | 4,786,592 | - | 4,786,592 |
| Other disclosures | ||||||
| Investment in associate (i) | 56,307 | - | - | 56,307 | - | 56,307 |
| Capital expenditures (ii) | 228,647 | 47,503 | 27,004 | 303,154 | - | 303,154 |
| (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. |
| 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 | ||||||
| Investment in associate (i) | 54,442 | - | - | 54,442 | - | 54,442 |
| Capital expenditures (ii) | 264,746 | 35,202 | 16,818 | 316,766 | - | 316,766 |
| (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 nine-month period ended September 30, 2024. |
| F-12 |
| Afya Limited Notes to the unaudited interim condensed 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 nine-month periods ended September 30, 2025 and 2024:
|
September 30, 2025 (unaudited) |
Undergraduate | Continuing education | Medical practice solutions | Total reportable segments | Elimination (inter-segment transactions) | Total |
| External customer | 2,459,213 | 206,370 | 122,176 | 2,787,759 | - | 2,787,759 |
| Inter-segment | - | 1,248 | 6,017 | 7,265 | (10,759) | (3,494) |
| Revenue | 2,459,213 | 207,618 | 128,193 | 2,795,024 | (10,759) | 2,784,265 |
| Cost of services | (866,972) | (69,895) | (39,154) | (976,021) | 10,759 | (965,262) |
| Gross profit | 1,592,241 | 137,723 | 89,039 | 1,819,003 | - | 1,819,003 |
| SG&A expenses | (827,480) | |||||
| Allowance for expected credit losses | (51,135) | |||||
| Other income | 9,497 | |||||
| Other expenses | (14,697) | |||||
| Operating income | 935,188 | |||||
| Finance income | 143,663 | |||||
| Finance expenses | (433,049) | |||||
| Share of income of associate | 10,667 | |||||
| Income before income taxes | 656,469 | |||||
| Income taxes expenses | (63,470) | |||||
| Net income | 592,999 |
|
September 30, 2024 (unaudited) |
Undergraduate | Continuing education | Medical practice solutions | Total reportable segments | Elimination (inter-segment transactions) | Total |
| External customer | 2,155,895 | 186,315 | 113,104 | 2,455,314 | - | 2,455,314 |
| Inter-segment | - | 1,416 | 4,186 | 5,602 | (5,602) | - |
| Revenue | 2,155,895 | 187,731 | 117,290 | 2,460,916 | (5,602) | 2,455,314 |
| Cost of services | (809,393) | (74,097) | (30,541) | (914,031) | 5,602 | (908,429) |
| Gross profit | 1,346,502 | 113,634 | 86,749 | 1,546,885 | - | 1,546,885 |
| SG&A expenses | (743,364) | |||||
| Allowance for expected credit losses | (41,589) | |||||
| Other income | 10,491 | |||||
| Other expenses | (18,359) | |||||
| Operating income | 754,064 | |||||
| Finance income | 79,659 | |||||
| Finance expenses | (322,420) | |||||
| Share of income of associate | 9,726 | |||||
| Income before income taxes | 521,029 | |||||
| Income taxes expenses | (26,388) | |||||
| Net income | 494,641 |
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.
| F-13 |
| Afya Limited Notes to the unaudited interim condensed consolidated financial statements Expressed in thousands of Brazilian reais, unless otherwise stated | |
| 4 | Cash and cash equivalents |
| September 30, 2025 | December 31, 2024 | |
| (unaudited) | ||
| Cash and bank deposits | 8,609 | 6,078 |
| Cash equivalents | 988,217 | 904,937 |
| 996,826 | 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 September 30, 2025, the average interest on these investments is equivalent to 101% of the Brazilian interbank interest rate (“CDI”) (December 31, 2024: 99.1%). Cash equivalents denominated in U.S. dollars totaled R$11,253 as of September 30, 2025 (December 31, 2024: R$21,610).
| 5 | Trade receivables |
| September 30, 2025 | December 31, 2024 | |
| (unaudited) | ||
| Tuition fees | 498,394 | 488,962 |
| Educational content (i) | 65,651 | 62,194 |
| FIES (ii) | 151,186 | 79,712 |
| Educational credits (iii) | 40,429 | 26,893 |
| Mobile app subscription (iv) | 15,252 | 24,223 |
| Other | 19,067 | 21,339 |
| 789,979 | 703,323 | |
| (-) Allowance for expected credit losses | (85,205) | (71,477) |
| 704,774 | 631,846 | |
| Current | 671,177 | 595,898 |
| Non-current | 33,597 | 35,948 |
| (i) | Related to trade receivables from sales of e-books and medical courses through Continuing education’s platform. |
| (ii) | Related to trade receivables from 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. The programs that existed prior to the acquisitions were closed to new enrollments and maintained only the agreements that were outstanding as of the acquisition date. |
| (iv) | Related to trade receivables from mobile applications subscriptions for Medical practice solutions. |
As of September 30, 2025 and December 31, 2024, the aging of trade receivables was as follows:
| September 30, 2025 | December 31, 2024 | |
| (unaudited) | ||
| Neither past due nor impaired | 380,938 | 327,052 |
| Past due: | ||
| 1 to 30 days | 148,959 | 97,390 |
| 31 to 90 days | 157,660 | 126,623 |
| 91 to 180 days | 62,013 | 91,411 |
| More than 180 days | 40,409 | 60,847 |
| 789,979 | 703,323 |
The changes in the allowance for expected credit losses for the nine-month periods ended September 30, 2025 and 2024, were as follows:
| September 30, 2025 | September 30, 2024 | |
| (unaudited) | (unaudited) | |
| Opening balance | (71,477) | (61,398) |
| Additions | (51,135) | (41,589) |
| Write-offs | 37,407 | 32,252 |
| Closing balance | (85,205) | (70,735) |
| 6 | Related parties |
| F-14 |
| Afya Limited Notes to the unaudited interim condensed consolidated financial statements Expressed in thousands of Brazilian reais, unless otherwise stated | |
The tables below summarize the balances and transactions with related parties:
| September 30, 2025 | December 31, 2024 | |
| (unaudited) | ||
| Assets | ||
| Trade receivables (i) | 493 | 507 |
| Other assets (ii) | - | 597 |
| 493 | 1,104 | |
| Current | 493 | 1,010 |
| Non-current | - | 94 |
| Liabilities | ||
| Lease liabilities | 262,900 | 242,703 |
| 262,900 | 242,703 | |
| Current | 9,060 | 6,610 |
| Non-current | 253,840 | 236,093 |
| September 30, 2025 | September 30, 2024 | |
| (unaudited) | (unaudited) | |
| Other income (expenses) | ||
| UEPC (i) | 401 | 459 |
| EMIVE Patrulha 24 Horas Ltda. (iii) | (13) | 7 |
| 388 | 466 | |
| Leases payments | ||
| RVL Esteves Gestão Imobiliária S.A. | 21,192 | 18,311 |
| UNIVAÇO Patrimonial Ltda. | 2,790 | 2,712 |
| IESVAP Patrimonial Ltda. | 4,027 | 3,914 |
| 28,009 | 24,937 |
| (i) | Refers to sales of educational content to UEPC. |
| (ii) | Refers to expenses 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. |
All related party transactions were made on terms equivalent to those that prevail in arm’s
length transactions, and are made only if such terms can be substantiated.
| F-15 |
| Afya Limited Notes to the unaudited interim condensed consolidated financial statements Expressed in thousands of Brazilian reais, unless otherwise stated | |
Key management personnel compensation
Key management personnel compensation included in the Company’s unaudited interim condensed consolidated statement of income comprised the following:
| September 30, 2025 | September 30, 2024 | |
| (unaudited) | (unaudited) | |
| Short-term employee benefits | 22,074 | 16,648 |
| Share-based compensation plans | 11,844 | 16,148 |
| 33,918 | 32,796 |
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.
| 7 | Other assets |
| September 30, 2025 | December 31, 2024 | |
| (unaudited) | ||
| Indemnification assets | 81,149 | 78,701 |
| Advances | 18,692 | 35,140 |
| Judicial deposits - Note 20 | 18,848 | 16,938 |
| Prepaid expenses | 30,847 | 19,761 |
| Other FIES credits | 7,110 | 8,982 |
| Convertible loans from venture capital investments | 11,142 | 8,724 |
| Dividends receivable | - | 1,628 |
| Other assets | 4,630 | 3,146 |
| 172,418 | 173,020 | |
| Current | 48,525 | 57,145 |
| Non-current | 123,893 | 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:
| September 30, 2025 | December 31, 2024 | |
| (unaudited) | ||
| Current assets | 40,360 | 38,122 |
| Non-current assets | 120,448 | 116,846 |
| Current liabilities | (25,953) | (30,049) |
| Non-current liabilities | (91,107) | (87,388) |
| Equity | 43,748 | 37,531 |
| Company’s share in equity - 30% | 13,124 | 11,259 |
| Goodwill | 43,183 | 43,183 |
| Carrying amount of the investment | 56,307 | 54,442 |
| F-16 |
| Afya Limited Notes to the unaudited interim condensed consolidated financial statements Expressed in thousands of Brazilian reais, unless otherwise stated | |
| September 30, 2025 | September 30, 2024 | |
| (unaudited) | (unaudited) | |
| Revenue | 125,095 | 117,084 |
| Cost of services | (48,848) | (44,677) |
| Selling, general and administrative expenses | (36,606) | (35,002) |
| Net finance results | (2,127) | (3,378) |
| Income before income taxes | 37,514 | 34,027 |
| Income taxes expenses | (1,956) | (1,606) |
| Net income | 35,558 | 32,421 |
| Company’s share of income | 10,667 | 9,726 |
The movements during the nine-month periods ended September 30, 2025 and 2024 are shown below:
| September 30, 2025 | September 30, 2024 | |
| (unaudited) | (unaudited) | |
| Opening balance | 54,442 | 51,834 |
| Share of income | 10,667 | 9,726 |
| Dividends received | (8,802) | (6,195) |
| Closing balance | 56,307 | 55,365 |
The Company tests the recoverability of the carrying amount of the Company’s investment in UEPC at least annually, or whenever there is an indication of impairment. As of September 30, 2025 and December 31, 2024, 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 nine-month period ended September 30, 2025 and for the year ended December 31, 2024.
The following table shows the balances and movements in property and equipment during the nine-month periods ended September 30, 2025 and 2024.
| F-17 |
| 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 | 319 | 19,465 | - | 130 | 15,608 | 19,717 | 491 | 1,814 | 35,823 | 93,367 |
| Business combination | 2 | 2,528 | - | - | 289 | 736 | 372 | 1,782 | - | 5,709 |
| Write-off (i) | - | (1,946) | - | (42) | (6,789) | (501) | - | 1,294 | - | (7,984) |
| Transfer | 4,932 | (226) | - | - | (806) | 480 | - | 34,830 | (39,210) | - |
| As of September 30, 2024 (unaudited) | 98,485 | 139,802 | 18,852 | 1,442 | 119,161 | 103,242 | 32,751 | 304,168 | 30,575 | 848,478 |
| 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 | 22,460 | - | - | 21,894 | 15,358 | 1,052 | 2,824 | 59,932 | 123,641 |
| Write-off (i) | - | (169) | - | (435) | (929) | (1,160) | (80) | (6,781) | (7) | (9,561) |
| Transfer | 8,865 | - | - | - | 1,418 | (716) | - | 38,223 | (47,790) | - |
| As of September 30, 2025 (unaudited) | 108,352 | 171,698 | 18,852 | 1,007 | 147,201 | 122,299 | 34,525 | 343,679 | 56,169 | 1,003,782 |
| Depreciation | ||||||||||
| As of January 1, 2024 | (9,679) | (28,843) | - | 198 | (20,377) | (26,872) | (18,652) | (44,476) | - | (148,701) |
| Depreciation | (3,134) | (12,992) | - | (285) | (9,204) | (11,310) | (2,289) | (27,252) | - | (66,466) |
| Write-off (i) | - | 1,487 | - | 42 | 4,441 | 579 | - | (673) | - | 5,876 |
| Transfer | (39) | (74) | - | - | 426 | (166) | - | (147) | - | - |
| As of September 30, 2024 (unaudited) | (12,852) | (40,422) | - | (45) | (24,714) | (37,769) | (20,941) | (72,548) | - | (209,291) |
| As of January 1, 2025 | (13,962) | (45,110) | - | (137) | (28,080) | (41,495) | (21,710) | (80,726) | - | (231,220) |
| Depreciation | (3,773) | (14,978) | - | (230) | (12,010) | (13,966) | (2,283) | (36,503) | - | (83,743) |
| Write-off (i) | - | 888 | - | 301 | 669 | 340 | 80 | 4,134 | - | 6,412 |
| As of September 30, 2025 (unaudited) | (17,735) | (59,200) | - | (66) | (39,421) | (55,121) | (23,913) | (113,095) | - | (308,551) |
| Net book value | ||||||||||
| As of September 30, 2025 (unaudited) | 90,617 | 112,498 | 18,852 | 941 | 107,780 | 67,178 | 10,612 | 230,584 | 56,169 | 695,231 |
| 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-18 |
| 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) | - | 157,227 | - | - | 1,412 | 9,315 | 11,585 | 23,004 | 20,856 | - | 223,399 |
| Business combination | 186,372 | 429,116 | - | 38,062 | - | - | - | - | - | - | 653,550 |
| Write-off (ii) | - | - | - | - | - | (161) | (117) | - | - | - | (278) |
| Transfer | - | - | - | - | 15,095 | 1,041 | - | (97) | (16,039) | - | - |
| As of September 30, 2024 (unaudited) | 1,521,071 | 3,362,420 | 182,060 | 616,329 | 87,657 | 94,396 | 139,945 | 97,799 | 16,951 | 1,055 | 6,119,683 |
| 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 | - | - | 276 | 16,946 | 8,988 | 18,646 | 35,028 | - | 179,513 |
| Write-off (ii) | - | - | - | - | - | (2) | (1) | - | (4) | - | (7) |
| Transfer | - | - | - | - | 37,531 | - | (6,177) | (7,065) | (24,289) | - | - |
| As of September 30, 2025 (unaudited) | 1,526,733 | 3,460,415 | 182,060 | 612,827 | 133,760 | 125,213 | 105,333 | 146,401 | 38,208 | 1,055 | 6,332,005 |
| Amortization | |||||||||||
| As of January 1, 2024 | - | - | (26,038) | (301,947) | (24,094) | (42,230) | (31,603) | (20,900) | - | (184) | (446,996) |
| Amortization | - | - | (11,225) | (62,350) | (11,997) | (14,500) | (15,821) | (14,957) | - | (79) | (130,929) |
| Write-off (ii) | - | - | - | - | - | - | 35 | - | - | - | 35 |
| Transfer | - | - | - | - | (727) | - | - | 727 | - | - | - |
| As of September 30, 2024 (unaudited) | - | - | (37,263) | (364,297) | (36,818) | (56,730) | (47,389) | (35,130) | - | (263) | (577,890) |
| As of January 1, 2025 | - | - | (38,544) | (384,684) | (41,758) | (60,700) | (42,635) | (51,099) | - | (290) | (619,710) |
| Amortization | - | - | (3,846) | (56,647) | (20,771) | (15,681) | (12,224) | (28,321) | - | (79) | (137,569) |
| As of September 30, 2025 (unaudited) | - | - | (42,390) | (441,331) | (62,529) | (76,381) | (54,859) | (79,420) | - | (369) | (757,279) |
| Net book value | |||||||||||
| As of September 30, 2025 (unaudited) | 1,526,733 | 3,460,415 | 139,670 | 171,496 | 71,231 | 48,832 | 50,474 | 66,981 | 38,208 | 686 | 5,574,726 |
| 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) | (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. Additionally, on July 12, 2024, MEC authorized the increase of 80 medical school seats of DelRey, which resulted in an additional payment of R$107,627. |
| (ii) | Refers to intangible assets written-off as result of lack of expectation of future use. |
| F-19 |
| 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 as of and for the nine-month period ended September 30, 2025 and for the year ended December 31, 2024.
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 nine-month period ended September 30, 2025 and for the year ended December 31, 2024.
| 11 | Financial assets and liabilities |
| 11.1 | Financial assets |
| September 30, 2025 | December 31, 2024 | |
| At amortized cost | (unaudited) | |
| Cash and cash equivalents | 996,826 | 911,015 |
| Trade receivables | 704,774 | 631,846 |
| Other FIES credits - Other assets | 7,110 | 8,982 |
| Dividends receivable - Other assets | - | 1,628 |
| 1,708,710 | 1,553,471 | |
| Current | 1,668,003 | 1,508,541 |
| Non-current | 40,707 | 44,930 |
| 11.2 | Financial liabilities |
| September 30, 2025 | December 31, 2024 | |
| At amortized cost | (unaudited) | |
| Trade payables | 142,318 | 128,080 |
| Loans and financing | 1,913,667 | 2,195,161 |
| Lease liabilities | 1,060,905 | 978,336 |
| Accounts payable to selling shareholders | 111,446 | 215,819 |
| Dividends payable | 825 | - |
| 3,229,161 | 3,517,396 | |
| Current | 1,195,763 | 690,395 |
| Non-current | 2,033,398 | 2,827,001 |
| September 30, 2025 | December 31, 2024 | |
| At fair value | (unaudited) | |
| Accounts payable to selling shareholders (earn-outs) | 3,717 | 20,067 |
| Accounts payable to selling shareholders (Unidom) | 310,168 | 294,886 |
| 313,885 | 314,953 | |
| Current | 23,579 | 32,137 |
| Non-current | 290,306 | 282,816 |
| 11.2.1 | Loans and financing |
| Financial institution | Currency | Interest rate | Maturity | September 30, 2025 | December 31, 2024 |
| (unaudited) | |||||
| Banco Itaú Unibanco S.A. (i) | Brazilian real | CDI + 1.90% p.y. | October 2025 | - | 309,496 |
| FINEP | Brazilian real | TJLP p.y. | July 2027 | 6,006 | 8,209 |
| Softbank | Brazilian real | 6.5% p.y. | April 2026 | 862,516 | 845,492 |
| Debentures | Brazilian real | CDI + 1.80% p.y. | January 2028 | 515,866 | 526,946 |
| IFC | Brazilian real | CDI + 1.20% p.y. | April 2030 | 529,279 | 505,018 |
| 1,913,667 | 2,195,161 | ||||
| Current | 916,828 | 363,554 | |||
| Non-current | 996,839 | 1,831,607 |
| (i) | The aggregate outstanding amount was fully repaid on September 30, 2025. |
| F-20 |
| Afya Limited Notes to the unaudited interim condensed consolidated financial statements Expressed in thousands of Brazilian reais, unless otherwise stated | |
| 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 contract modification nor sublease or variable payments in-substance lease agreements in the period.
The carrying amounts of right-of-use assets and lease liabilities as of September 30, 2025 and December 31, 2024 and the movements during the nine-month periods ended September 30, 2025 and 2024 are shown below:
| Right-of-use assets | Lease liabilities | ||||
| September 30, 2025 | September 30, 2024 | September 30, 2025 | September 30, 2024 | ||
| (unaudited) | (unaudited) | (unaudited) | (unaudited) | ||
| Opening balance | 842,219 | 767,609 | 978,336 | 874,569 | |
| Additions | 35,400 | 32,976 | 35,400 | 32,976 | |
| Remeasurement | 83,794 | 70,443 | 83,794 | 70,443 | |
| Business combination | - | 28,989 | - | 28,989 | |
| Depreciation expense | (59,798) | (51,740) | - | - | |
| Interest expense | - | - | 91,414 | 82,803 | |
| Payments of principal | - | - | (36,869) | (30,218) | |
| Payments of interest | - | - | (89,732) | (82,567) | |
| Write-off (i) | (1,310) | (1,944) | (1,438) | (2,215) | |
| Closing balance | 900,305 | 846,333 | 1,060,905 | 974,780 | |
| Balances: | September 30, 2025 | December 31, 2024 | September 30, 2025 | December 31, 2024 | |
| (unaudited) | (unaudited) | ||||
| Current | - | - | 52,561 | 45,580 | |
| Non-current | 900,305 | 842,219 | 1,008,344 | 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$8,984
for the nine-month period ended September 30, 2025 (R$5,450 for the nine-month period ended September 30, 2024).
| F-21 |
| 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 | September 30, 2025 | December 31, 2024 | |
| (unaudited) | |||
| Accounts payable at amortized cost | |||
| Unigranrio (i) | CDI | - | 90,543 |
| DelRey | Selic | 69,122 | 125,276 |
| FUNIC - Note 1 | CDI | 42,324 | - |
| Accounts payable at fair value | |||
| Shosp | - | 454 | 454 |
| Além da Medicina | - | - | 9,600 |
| CardioPapers | - | 3,263 | 10,013 |
| Unidom (ii) | CDI | 310,168 | 294,886 |
| 425,331 | 530,772 | ||
| Current | 106,810 | 185,318 | |
| Non-current | 318,521 | 345,454 |
| (i) | The aggregate outstanding amount was fully paid on August 4, 2025. |
| (ii) | The accounts 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 nine-month periods ended September 30, 2025 and 2024 are shown below:
| September 30, 2025 | September 30, 2024 | |
| (unaudited) | (unaudited) | |
| Opening balance | 530,772 | 566,867 |
| Additions | 40,000 | 279,463 |
| Payments of principal | (144,076) | (241,573) |
| Payments of interest | (49,608) | (55,898) |
| Interest | 15,977 | 36,443 |
| Remeasurement of contingent consideration | 32,266 | 740 |
| Closing balance | 425,331 | 586,042 |
As of September 30, 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 September 30, 2025 reflects the development, among other factors and the remeasurements charge have been recognized through profit or loss. The own non-performance risk at September 30, 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:
|
September 30, 2025 (unaudited) |
December 31, 2024 | |||
| Carrying amount | Fair value | Carrying amount | Fair value | |
| Financial liabilities | ||||
| Loans and financing | 1,913,667 | 1,871,969 | 2,195,161 | 2,196,152 |
| 1,913,667 | 1,871,969 | 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 September 30, 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 |
| F-22 |
| Afya Limited Notes to the unaudited interim condensed consolidated financial statements Expressed in thousands of Brazilian reais, unless otherwise stated | |
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 September 30, 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-23 |
| 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:
| September 30, 2025 | Index | Base rate | |
| (unaudited) | |||
| Cash equivalents | 976,964 | CDI | 147,023 |
| Loans and financing | (1,045,145) | CDI | (171,364) |
| Loans and financing | (6,006) | TJLP | (545) |
| Accounts payable to selling shareholders | (352,492) | CDI | (52,521) |
| Accounts payable to selling shareholders | (69,122) | Selic | (10,299) |
| Net exposure | (87,706) |
| Increase in basis points | ||
| +75 | +150 | |
| Net effect on profit before tax | (3,719) | (7,437) |
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$11,253 as of September 30, 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$5.3180 to U.S. dollar 1.00) as of September 30, 2025, with all other variables held constant.
| Exposure | +10% | -10% | |
| Cash equivalents | 11,253 | 1,125 | (1,125) |
| 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 September 30, 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-24 |
| 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 September 30, 2025 (unaudited) | Less than 1 year | 1 to 3 years | 3 to 5 years | More than 5 years | Total |
| Trade payables | 142,318 | - | - | - | 142,318 |
| Loans and financing | 1,027,845 | 936,335 | 340,004 | - | 2,304,184 |
| Lease liabilities | 175,896 | 342,427 | 327,113 | 1,373,357 | 2,218,793 |
| Accounts payable to selling shareholders | 126,307 | 131,446 | 185,821 | 502,355 | 945,929 |
| 1,472,366 | 1,410,208 | 852,938 | 1,875,712 | 5,611,224 |
| 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 | September 30, 2025 | |
| (unaudited) | |||||||
| Loans and financing | 2,195,161 | (301,692) | (185,230) | - | 200,047 | 5,381 | 1,913,667 |
| Lease liabilities | 978,336 | (36,869) | (89,732) | 119,194 | 91,414 | (1,438) | 1,060,905 |
| Dividends payable | - | (142,568) | - | 143,393 | - | - | 825 |
| 3,173,497 | (481,129) | (274,962) | 262,587 | 291,461 | 3,943 | 2,975,397 |
| January 1, 2024 | Payments of principal | Payments of interest | Additions and remeasurements | Interest | Business combination | Other | September 30, 2024 | |
| (unaudited) | ||||||||
| Loans and financing | 1,800,775 | (126,666) | (156,897) | 492,351 | 129,160 | 4,377 | 2,170 | 2,145,270 |
| Lease liabilities | 874,569 | (30,218) | (82,567) | 103,419 | 82,803 | 28,989 | (2,215) | 974,780 |
| Dividends payable | - | (13,368) | - | 13,368 | - | - | - | - |
| 2,675,344 | (170,252) | (239,464) | 609,138 | 211,963 | 33,366 | (45) | 3,120,050 |
| 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 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.
No changes were made in the objectives, policies or processes for managing capital during the nine-month period ended September 30, 2025.
| 13 | Labor and social obligations |
a) Variable compensation (bonuses)
The bonuses related to variable compensation of employees and management of R$47,491 and R$22,629 are recognized in cost of services and selling, general and administrative expenses in the statements of income for the nine-month periods ended September 30, 2025 and 2024, respectively.
b) Afya Limited share-based compensation plans
| F-25 |
| Afya Limited Notes to the unaudited interim condensed consolidated financial statements Expressed in thousands of Brazilian reais, unless otherwise stated | |
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 nine-month period ended September 30, 2025 the Company had the following grants of stock options to its executives:
| Grant date | April 2025 |
| Amount | 60,000 |
| Exercise price at the measurement date - in Brazilian Reais | R$79.91 |
| Dividend yield (%) | 0% |
| Expected volatility (%) | 34.8-43.5% |
| Risk-free interest rate (%) | 14.1-14.8% |
| Expected life of stock options (years) | 1-5 |
| Share price at the measurement date - in Brazilian Reais | R$107.33 |
| Valuation model | Binomial |
| Weighted average fair value at the measurement date - in Brazilian Reais | R$45.95 |
During the nine-month period ended September 30, 2024 there were no stock options granted
by the Company.
| F-26 |
| 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 number and movements in stock options for the nine-month periods ended September 30, 2025 and 2024:
|
Weighted average exercise price (in Brazilian Reais) |
Number of stock options | ||
| September 30, 2025 | September 30, 2024 | ||
| (unaudited) | (unaudited) | ||
| Outstanding at January 1 | 67.31 | 1,610,679 | 1,696,064 |
| Granted | 80.76 | 60,000 | - |
| Exercised | 63.62 | (404,478) | (98,010) |
| Forfeited | 72.42 | (57,152) | (25,845) |
| Expired | 66.07 | (39,236) | (28,730) |
| Outstanding at September 30 | 67.55 | 1,169,813 | 1,543,479 |
| Exercisable | 70.69 | 335,063 | 464,902 |
The share-based compensation expense recognized in selling, general and administrative expenses in the statements of income for the nine-month periods ended September 30, 2025 and 2024 was R$7,495 and R$14,572, 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.
During the nine-month period ended September 30, 2025 the Company had the following grants of RSUs to its executives:
| Grant date | April 2025 |
| Amount | 35,000 |
| Weighted average fair value at the measurement date - in Brazilian Reais | R$107.33 |
| Vesting period (years) | 1-5 |
During the nine-month period ended September 30, 2024 there were no RSUs granted by the Company.
The table below presents the number and movements in RSUs for the nine-month periods ended September 30, 2025 and 2024:
| September 30, 2025 | September 30, 2024 | |
| (unaudited) | (unaudited) | |
| Outstanding at January 1 | 656,634 | 854,431 |
| Granted | 35,000 | - |
| Exercised | (224,070) | (222,910) |
| Expired | (21,272) | - |
| Forfeited | (2,216) | (15,754) |
| Outstanding at September 30 | 444,076 | 615,767 |
Total RSU expenses recognized in selling, general and administrative expenses in the consolidated statement of income for the nine-month periods ended September 30, 2025 and 2024 were R$9,188 and R$11,727, respectively. Labor and social obligations expenses were R$2,528 and R$7,177 for the nine-month periods ended September 30, 2025 and 2024, respectively.
| 14 | Equity |
Share capital
As of September 30, 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 September 30, 2025 and December 31, 2024, 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.
| F-27 |
| Afya Limited Notes to the unaudited interim condensed consolidated financial statements Expressed in thousands of Brazilian reais, unless otherwise stated | |
Dividends
In the nine-month period ended September 30, 2025, CCSI and IESVAP approved the payment of dividends of R$60,471, which R$46,862 was distributed to the Company and R$13,609 to non-controlling shareholders, of which R$825 are registered as dividends payable as of September 30, 2025 (September 30, 2024: R$58,236, which R$44,868 was distributed to the Company and R$13,368 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.
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 until the earlier of the completion of the repurchase or December 31, 2026, depending upon market conditions. During the nine-month period ended September 30, 2025, the Company’s cash outflow was R$11,128.
The table below illustrates the number and movements in treasury shares during the nine-month periods ended September 30, 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 | (280,240) | 79.28 |
| Outstanding at September 30, 2024 (unaudited) | 3,493,238 | 79.28 |
| Outstanding at January 1, 2025 | 3,455,538 | 79.28 |
| Repurchased | 136,507 | 81.52 |
| Delivered under the share-based compensation plans | (566,929) | 79.28 |
| Outstanding at September 30, 2025 (unaudited) | 3,025,116 | 79.38 |
| 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.
Softbank’s series A perpetual convertible preferred shares are antidilutive for the three and nine-month periods ended September 30, 2025 and 2024 and are not included on diluted earnings per share.
The table below presents the basic and diluted earnings per share calculations:
| F-28 |
| Afya Limited Notes to the unaudited interim condensed consolidated financial statements Expressed in thousands of Brazilian reais, unless otherwise stated | |
| Three-month period ended | Nine-month period ended | ||||
| September 30, 2025 | September 30, 2024 | September 30, 2025 | September 30, 2024 | ||
| (unaudited) | (unaudited) | (unaudited) | (unaudited) | ||
| Numerator | |||||
| Net income attributable to equity holders of the parent | 155,167 | 119,979 | 579,499 | 481,583 | |
| Denominator | |||||
| Weighted average number of outstanding shares | 90,763,168 | 90,208,018 | 90,524,215 | 90,083,878 | |
| Effects of dilution from stock options and restricted share units | 552,306 | 1,068,418 | 817,909 | 1,198,835 | |
| Weighted average number of outstanding shares adjusted for the effect of dilution | 91,315,474 | 91,276,436 | 91,342,124 | 91,282,713 | |
| Basic earnings per share (R$) | 1.71 | 1.33 | 6.40 | 5.35 | |
| Diluted earnings per share (R$) | 1.70 | 1.31 | 6.34 | 5.28 | |
| F-29 |
| Afya Limited Notes to the unaudited interim condensed consolidated financial statements Expressed in thousands of Brazilian reais, unless otherwise stated | |
| 16 | Revenue |
| Three-month period ended | Nine-month period ended | ||||
| September 30, 2025 | September 30, 2024 | September 30, 2025 | September 30, 2024 | ||
| (unaudited) | (unaudited) | (unaudited) | (unaudited) | ||
| Tuition fees | 1,178,401 | 1,040,956 | 3,510,791 | 3,008,529 | |
| Other | 78,363 | 72,860 | 240,258 | 218,633 | |
| Deductions | |||||
| Discounts and scholarships | (166,583) | (131,863) | (494,926) | (375,172) | |
| Returns | (8,436) | (9,122) | (22,390) | (20,666) | |
| Taxes | (48,806) | (44,761) | (145,847) | (125,619) | |
| PROUNI | (104,434) | (86,885) | (303,621) | (250,391) | |
| 928,505 | 841,185 | 2,784,265 | 2,455,314 | ||
| Timing of revenue recognition | |||||
| Tuition, digital content and app subscription fees - Transferred over time | 912,754 | 828,865 | 2,726,077 | 2,419,316 | |
| Other - Transferred at a point in time | 15,751 | 12,320 | 58,188 | 35,998 | |
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 nine-month periods ended September 30, 2025 and 2024.
| Undergraduate | Continuing education | Medical practice solutions | Elimination (inter-segment transactions) | September 30, 2025 (unaudited) | |
| Types of services or goods | 2,459,213 | 207,618 | 128,193 | (10,759) | 2,784,265 |
| Tuition fees | 2,447,007 | 138,357 | - | - | 2,585,364 |
| Other | 12,206 | 69,261 | 128,193 | (10,759) | 198,901 |
| Timing of revenue recognition | 2,459,213 | 207,618 | 128,193 | (10,759) | 2,784,265 |
| Transferred over time | 2,447,007 | 164,263 | 125,556 | (10,759) | 2,726,077 |
| Transferred at a point in time | 12,206 | 43,355 | 2,627 | - | 58,186 |
| Undergraduate | Continuing education | Medical practice solutions | Elimination (inter-segment transactions) | September 30, 2024 (unaudited) | |
| Types of services or goods | 2,155,895 | 187,731 | 117,290 | (5,602) | 2,455,314 |
| Tuition fees | 2,142,582 | 122,391 | - | - | 2,264,973 |
| Other | 13,313 | 65,340 | 117,290 | (5,602) | 190,341 |
| Timing of revenue recognition | 2,155,895 | 187,731 | 117,290 | (5,602) | 2,455,314 |
| Transferred over time | 2,142,582 | 170,391 | 111,945 | (5,602) | 2,419,316 |
| Transferred at a point in time | 13,313 | 17,340 | 5,345 | - | 35,998 |
| 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 |
| Three-month period ended | Nine-month period ended | |||||
| September 30, 2025 | September 30, 2024 | September 30, 2025 | September 30, 2024 | |||
| (unaudited) | (unaudited) | (unaudited) | (unaudited) | |||
| Payroll (i) | (357,463) | (331,948) | (1,025,502) | (927,717) | ||
| Hospital and medical agreements | (21,841) | (24,404) | (58,410) | (73,158) | ||
| Depreciation and amortization | (94,657) | (85,828) | (281,110) | (249,135) | ||
| Lease expenses | (2,797) | (1,970) | (8,984) | (5,450) | ||
| Utilities | (5,599) | (5,354) | (18,030) | (15,600) | ||
| Maintenance | (32,000) | (34,747) | (97,137) | (88,752) | ||
| Share-based compensation | (4,163) | (5,871) | (16,683) | (26,299) | ||
| Tax expenses | (3,164) | (3,557) | (8,817) | (9,516) | ||
| Sales and marketing | (33,022) | (27,631) | (81,148) | (62,287) | ||
| Allowance for expected credit losses | (18,082) | (11,571) | (51,135) | (41,589) | ||
| Travel expenses | (7,845) | (6,935) | (18,786) | (14,188) | ||
| Consulting fees | (7,613) | (9,490) | (22,315) | (33,208) | ||
| Other | (55,914) | (54,804) | (155,820) | (146,483) | ||
| (644,160) | (604,110) | (1,843,877) | (1,693,382) | |||
| Cost of services | (339,916) | (324,083) | (965,262) | (908,429) | ||
| Selling, general and administrative expenses | (286,162) | (268,456) | (827,480) | (743,364) | ||
| Allowance for expected credit losses | (18,082) | (11,571) | (51,135) | (41,589) | ||
| (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 | Nine-month period ended | ||||
| September 30, 2025 | September 30, 2024 | September 30, 2025 | September 30, 2024 | ||
| (unaudited) | (unaudited) | (unaudited) | (unaudited) | ||
| Financial income from cash equivalents | 41,819 | 13,642 | 98,634 | 39,110 | |
| Interest received | 15,179 | 13,945 | 39,921 | 34,979 | |
| Other | 2,187 | 2,809 | 5,108 | 5,570 | |
| Finance income | 59,185 | 30,396 | 143,663 | 79,659 | |
| Interest expense | (89,677) | (64,065) | (248,290) | (166,343) | |
| Interest expense on lease liabilities | (31,687) | (29,033) | (91,414) | (82,803) | |
| Financial discounts | (14,910) | (10,667) | (41,328) | (25,616) | |
| Bank fees | (1,016) | (1,136) | (2,811) | (3,693) | |
| Exchange variance | (692) | - | (3,028) | - | |
| Taxes on financial transactions (IOF) | (73) | (350) | (558) | (1,032) | |
| Other | (20,713) | (24,989) | (45,620) | (42,933) | |
| Finance expenses | (158,768) | (130,240) | (433,049) | (322,420) | |
| Net finance result | (99,583) | (99,844) | (289,386) | (242,761) | |
| 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.
Considering that there are no court decision to date, the Company has provisioned the amount calculated in accordance with current legislation. The additional income tax expense as a result of Law 15,079/2024 for the three and nine-month period ended September 30, 2025 was R$27,770 and R$84,419, accounted as income taxes payable in the current liabilities. The Company has applied the exception to recognizing and disclosing information about deferred tax assets and liabilities related to Pillar Two income taxes.
Income taxes expenses
The Company calculates the income taxes expenses for the period 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 nine-month periods ended September 30, 2025 and 2024:
| Three-month period ended | Nine-month period ended | ||||
| September 30, 2025 | September 30, 2024 | September 30, 2025 | September 30, 2024 | ||
| (unaudited) | (unaudited) | (unaudited) | (unaudited) | ||
| Income before income taxes | 180,641 | 136,574 | 656,469 | 521,029 | |
| Statutory income taxes rate | 34% | 34% | 34% | 34% | |
| Income taxes at statutory rate | (61,418) | (46,435) | (223,199) | (177,150) | |
| Reconciliation adjustments: | |||||
| Tax effect on loss from entities not subject to taxation | (8,330) | (7,633) | (26,208) | (24,543) | |
| PROUNI - Fiscal incentive (i) | 106,297 | 85,872 | 349,776 | 279,487 | |
| Unrecognized deferred taxes assets on tax losses | (44,844) | (44,039) | (122,446) | (104,310) | |
| Recognized deferred taxes | 15,513 | (3,234) | 40,826 | (3,234) | |
| Presumed profit income tax regime effect (ii) | (67) | 563 | (372) | 378 | |
| Permanent adjustments | (2,705) | (917) | (4,747) | (4,182) | |
| Pillar Two - Additional social contribution | (27,770) | - | (84,419) | - | |
| Other | 2,103 | 3,391 | 7,319 | 7,166 | |
| Income taxes expense | (21,221) | (12,432) | (63,470) | (26,388) | |
| Current | (36,734) | (9,198) | (104,296) | (23,154) | |
| Deferred | 15,513 | (3,234) | 40,826 | (3,234) | |
| Effective rate | 11.7% | 9.1% | 9.7% | 5.1% | |
| (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
The table below shows the balances of deferred tax assets and liabilities as of September 30, 2025.
| September 30, 2025 | |
| (unaudited) | |
| Allowance for expected credit losses | 10,219 |
| Provision for legal proceedings and contingencies | 8,973 |
| Right-of-use assets and lease liabilities | 24,168 |
| Provision for profit sharing | 14,395 |
| Amortization of intangible assets | 1,954 |
| Goodwill | (18,883) |
| 40,826 |
The deferred tax assets were limited to the expected amount to be recovered.
As of September 30, 2025, the Company had accumulated unrecognized deferred income tax
assets on temporary differences and tax losses in the amount of R$1,550,188 of tax-basis (December 31, 2024: R$1,432,444) which does not
have expectations of future taxable income that could support the recognition as deferred tax assets, except for R$175,615 of tax basis
from temporary differences recognized as deferred tax assets as result of expected future taxable income.
| F-33 |
| Afya Limited Notes to the unaudited interim condensed consolidated financial statements Expressed in thousands of Brazilian reais, unless otherwise stated | |
| 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 | 9,953 | 6,320 | 18,787 | 35,060 |
| Payments | (861) | (1,337) | (22) | (2,221) |
| Reversals (i) | (6,939) | (1,010) | (21,456) | (29,405) |
| Business combination | 721 | 481 | 6,044 | 7,246 |
| Balances as of September 30, 2024 (unaudited) | 25,595 | 25,754 | 63,693 | 115,042 |
| Balances as of January 1, 2025 | 31,455 | 25,140 | 56,926 | 113,521 |
| Additions | 15,661 | 6,920 | 5,432 | 28,013 |
| Payments | (2,516) | (2,693) | - | (5,209) |
| Reversals (i) | (4,070) | (2,480) | (4,931) | (11,481) |
| Balances as of September 30, 2025 (unaudited) | 40,530 | 26,887 | 57,427 | 124,844 |
| (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.
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:
| September 30, 2025 | December 31, 2024 | |
| (unaudited) | ||
| Labor | 34,310 | 38,097 |
| Civil | 58,138 | 50,667 |
| Taxes | 30,005 | 17,498 |
| 122,453 | 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$18,848 as of September 30, 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$81,149 (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 nine-month periods ended September 30, 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:
| September 30, 2025 | September 30, 2024 | |
| (unaudited) | (unaudited) | |
| Additions and remeasurements of right-of-use assets and lease liabilities | 119,194 | 103,419 |
| Additions (reversals) of provision for legal proceedings with corresponding indemnification asset, net | 2,448 | (1,184) |
| Accounts payable to selling shareholders from FUNIC’s acquisition | 40,000 | - |
| Dividends payable | 825 | - |
| 22 | Subsequent events |
Issuance of debentures
On October 15, 2025, Afya Brazil issued commercial notes for private placement ("Commercial Notes”), sold to Opea Securitizadora S.A. ("Opea”), a Brazilian securitization corporation pursuant to Section 45 of Brazilian Law No. 14,195/2021, as amended. Opea issued a debenture backed by the Commercial Notes on the same terms and conditions.
The aggregate principal amount of the Commercial Notes is R$1,500,000, divided into two series, the first of which in the aggregate amount of R$500,000 ("First Series”) and the second in the aggregate amount of R$1,000,000 ("Second Series”). The First Series will mature on October 15, 2028 and the Second Series will mature on October 15, 2030.
The interest rate applicable to the First Series and Second Series will be equal to CDI plus a spread of 0.70% and 0.85% per year, respectively, based on 252 business days.
The Commercial Notes are subject to certain obligations including financial covenants, and the Company shall maintain net debt (excluding lease liabilities) to adjusted EBITDA ratio below or equal to 3.0 x, at the end of each fiscal year, until maturity date, applicable from December 31, 2025 and thereafter. Adjusted EBITDA considers net income plus (i) income taxes expenses, (ii) net financial result (excluding interest expenses on lease liabilities), (iii) depreciation and amortization expenses (excluding right-of-use assets depreciation expenses), (iv) share-based compensation expenses, (v) share of income of associate, (vi) interest received and (vii) non-recurring expenses.
The Commercial Notes has sureties provided by the following subsidiaries of the Company: Unigranrio, IESP and DelRey.
Repayment of debentures
On October 22, 2025, Afya Brazil fully repaid the aggregate outstanding amount related to the first issuance of debentures originally issued on December 16, 2022. The debentures were issued with a final maturity date of January 15, 2028, with the principal to be amortized in two equal installments payable on January 15, 2027, and January 15, 2028.
Repurchase of the Series A perpetual convertible preferred shares
On November 3, 2025, the Company repurchased all 150,000 Series A perpetual convertible preferred shares of a nominal or par value of US$0.00005 each in the capital of the Company ("Series A Preferred Shares") for an aggregate purchase price of R$831,600, following the Share Repurchase Agreement with SBLA Holdco LLC, an affiliate of Softbank. All repurchased Series A Preferred Shares were cancelled by the Company.
Medical school seats increase in ITPAC Porto
| F-35 |
| Afya Limited Notes to the unaudited interim condensed consolidated financial statements Expressed in thousands of Brazilian reais, unless otherwise stated | |
On November 7, 2025, MEC authorized the increase of 100 medical school seats of ITPAC Porto located in the city of Bragança, State of Pará. With this authorization, Afya reaches 150 medical school seats on this campus, and 3,753 total approved medical school seats.
*****
| F-36 |