EX-99.1 2 ex99-1.htm EX-99.1

 

Afya Limited

 

 

 

Unaudited interim condensed

consolidated financial statements

 

June 30, 2025

 
 

Afya Limited

Unaudited interim condensed consolidated statements of financial position

As of June 30, 2025 and December 31, 2024

(In thousands of Brazilian reais)

 

  Notes June 30, 2025   December 31, 2024
Assets   (unaudited)    
Current assets        
Cash and cash equivalents 4 1,099,107   911,015
Trade receivables 5 678,950 , 595,898
Recoverable taxes   30,946   21,740
Income taxes recoverable   11,175   3,986
Other assets 7 62,814   57,145
Total current assets   1,882,992   1,589,784
         
Non-current assets        
Trade receivables 5 31,362   35,948
Deferred tax assets   25,313   -
Other assets 7 117,442   115,875
Investment in associate 8 53,515   54,442
Property and equipment 9 684,279   658,482
Right-of-use assets 11.2.2 859,356   842,219
Intangible assets 10 5,583,909   5,532,789
Total non-current assets   7,355,176   7,239,755
Total assets   9,238,168   8,829,539
         
Liabilities        
Current liabilities        
Trade payables   134,321   128,080
Loans and financing 11.2.1 1,216,994   363,554
Lease liabilities 11.2.2 48,960   45,580
Accounts payable to selling shareholders 11.2.3 198,970   185,318
Advances from customers   108,863   161,048
Dividends payable 14 778   -
Labor and social obligations   245,161   208,076
Taxes payable   34,477   33,456
Income taxes payable   11,385   4,247
Other liabilities   11,304   10,836
Total current liabilities   2,011,213   1,140,195
         
Non-current liabilities        
Loans and financing 11.2.1 996,973   1,831,607
Lease liabilities 11.2.2 962,131   932,756
Accounts payable to selling shareholders 11.2.3 307,143   345,454
Taxes payable   164,842   112,681
Provision for legal proceedings 20 117,772   113,521
Other liabilities   41,306   42,742
Total non-current liabilities   2,590,167   3,378,761
Total liabilities   4,601,380   4,518,956
         
Equity 14      
Share capital   17   17
Additional paid-in capital   2,320,779   2,344,521
Treasury shares   (230,849)   (273,955)
Share-based compensation reserve   200,017   187,497
Retained earnings   2,306,422   2,011,875
Equity attributable to equity holders of the parent   4,596,386   4,269,955
Non-controlling interests   40,402   40,628
Total equity   4,636,788   4,310,583
Total liabilities and equity   9,238,168   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 six-month periods ended June 30, 2025 and 2024

(In thousands of Brazilian reais, except for earnings per share information)

 

    Three-month period ended Six-month period ended
  Notes June 30, 2025 June 30, 2024   June 30, 2025 June 30, 2024
    (unaudited) (unaudited)   (unaudited) (unaudited)
             
Revenue 16 919,400 809,890   1,855,760 1,614,129
Cost of services 17 (342,707) (314,842)   (625,346) (584,346)
Gross profit   576,693 495,048   1,230,414 1,029,783
             
Selling, general and administrative expenses 17 (292,871) (263,762)   (574,371) (504,926)
Other income (expenses), net   1,406 (472)   1,712 (4,685)
             
Operating income   285,228 230,814   657,755 520,172
             
Finance income 18 40,997 23,733   84,478 49,263
Finance expenses 18 (135,806) (92,284)   (274,281) (192,180)
Net finance result   (94,809) (68,551)   (189,803) (142,917)
             
Share of income of associate 8 3,591 3,028   7,876 7,200
             
Income before income taxes   194,010 165,291   475,828 384,455
             
Income taxes expenses 19 (17,468) (3,091)   (42,250) (13,956)
             
Net income   176,542 162,200   433,578 370,499
             
Other comprehensive income   - -   - -
             
Total comprehensive income   176,542 162,200   433,578 370,499
             
Income attributable to:            
Equity holders of the parent   172,332 158,211   424,331 361,604
Non-controlling interests   4,210 3,989   9,247 8,895
    176,542 162,200   433,578 370,499
             
Basic earnings per common share 15 1.90 1.76   4.69 4.02
Diluted earnings per common share 15 1.88 1.74   4.64 3.98
             

 

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 six-month periods ended June 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   - - - - 361,604 361,604 8,895 370,499
Total comprehensive income   - - - - 361,604 361,604 8,895 370,499
Share-based compensation 17 - - - 20,428 - 20,428 - 20,428
Treasury shares transferred to executives from exercise of stock options 13.b.1 - (943) 6,484 - - 5,541 - 5,541
Restricted shares transferred under the share-based compensation plan 13.b.2 - (21,111) 12,812 - - (8,299) - (8,299)
Dividends declared 14.b - - - - - - (9,399) (9,399)
Balances at June 30, 2024 (unaudited)   17 2,343,146 (279,854) 175,501 1,741,969 3,980,779 41,003 4,021,782
                   
Balances at January 1, 2025   17 2,344,521 (273,955) 187,497 2,011,875 4,269,955 40,628 4,310,583
Net income   - - - - 424,331 424,331 9,247 433,578
Total comprehensive income   - - - - 424,331 424,331 9,247 433,578
Share-based compensation 17 - - - 12,520 - 12,520 - 12,520
Treasury shares transferred to executives from exercise of stock options 13.b.1 - (5,978) 30,227 - - 24,249 - 24,249
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) (9,473) (139,257)
Balances at June 30, 2025 (unaudited)   17 2,320,779 (230,849) 200,017 2,306,422 4,596,386 40,402 4,636,788
                   

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 six-month periods ended June 30, 2025 and 2024

(In thousands of Brazilian reais)

 

  Notes June 30, 2025 June 30, 2024
    (unaudited) (unaudited)
Operating activities      
Income before income taxes        475,828 384,455
Adjustments to reconcile income before income taxes      
Depreciation and amortization expenses 17      186,453 163,307
Write-off of property and equipment 9           536 139
Write-off of intangible assets                   81 163
Allowance for expected credit losses 5, 17         33,053 30,018
Share-based compensation expense 17         12,520 20,428
Net foreign exchange differences             2,049 (797)
Accrued interest 18      158,613 102,278
Accrued interest on lease liabilities 11.2.2, 11.5, 18         59,727 53,770
Share of income of associate 8          (7,876) (7,200)
Provision (reversal) for legal proceedings             2,656 3,040
       
Changes in assets and liabilities      
Trade receivables       (111,519) (79,169)
Recoverable taxes         (16,395) (15,346)
Other assets            (5,641) 1,667
Trade payables             6,241 11,455
Taxes payable               (743) 319
Advances from customers         (52,185) (33,237)
Labor and social obligations           37,085 44,970
Other liabilities            2,498 3,117
        782,981 683,377
Income taxes paid         (11,385) (16,208)
Net cash flows from operating activities       771,596 667,169
       
Investing activities      
Acquisition of property and equipment 9       (81,617) (45,989)
Acquisition of intangibles assets 10     (103,455)     (91,119)
Dividends received 8           8,803 6,195
Acquisition of subsidiaries, net of cash acquired 11.2.3       (81,463) (164,577)
Payments of interest from acquisition of subsidiaries and intangibles 11.2.3       (14,536) (25,000)
Net cash flows used in investing activities     (272,268) (320,490)
       
Financing activities      
Payments of principal of loans and financing 11.5          (1,543) (11,524)
Payments of interest of loans and financing 11.5     (110,399) (87,933)
Payments of principal of lease liabilities 11.2.2, 11.5       (24,222) (19,859)
Payments of interest of lease liabilities 11.2.2, 11.5       (58,793) (53,924)
Proceeds from exercise of stock options           24,249 5,541
Dividends paid 11.5, 14     (138,479) (9,399)
Net cash flows used in financing activities     (309,187) (177,098)
Net foreign exchange differences            (2,049) 797
Net increase in cash and cash equivalents       188,092 170,378
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   1,099,107 723,408

 

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

  
1Corporate 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.

 

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.

   
 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 is pre-operational, with leased real estate prepared for a medical school operation.

 

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. The probability of such payout cannot be reliably estimated and the contingent consideration 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.

 

FUNIC is pre-operational and its 60 medical school seats are expected to start operating in the second semester of 2025.

 

As of June 30, 2025, Afya had 3,603 operating medical school seats.

 

2Material 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 August 13, 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 June 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%
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”) 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%
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.

 

   
 F-10 
 

Afya Limited

Notes to the unaudited interim condensed consolidated financial statements

Expressed in thousands of Brazilian reais, unless otherwise stated

  

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.

 

3Segment 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.

   
 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 June 30, 2025 and December 31, 2024:

 

As of June 30, 2025 (unaudited) Undergraduate Continuing education Medical practice solutions Total reportable segments Adjustments and eliminations Total
             
Total assets 8,858,021 208,410 179,002 9,245,433 (7,265) 9,238,168
Current assets 1,714,502 74,794 100,961 1,890,257 (7,265) 1,882,992
Non-current assets 7,143,519 133,616 78,041 7,355,176 - 7,355,176
             
Total liabilities and equity 8,858,021 208,410 179,002 9,245,433 (7,265) 9,238,168
Current liabilities 1,833,486 87,083 97,909 2,018,478 (7,265) 2,011,213
Non-current liabilities 2,496,910 70,123 23,134 2,590,167 - 2,590,167
Equity 4,527,625 51,204 57,959 4,636,788 - 4,636,788
             
Other disclosures            
Investments in associate (i) 53,515 - - 53,515 - 53,515
Capital expenditures (ii) 180,611 30,499 13,962 225,072 - 225,072

 

(i) Investment in UEPC is included in non-current assets in the statement of financial position.

(ii) Capital expenditures consider the 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            
Investments in associate (i) 54,442 - - 54,442 - 54,442
Capital expenditures (ii) 109,760 18,538 8,810 137,108 - 137,108

 

(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 six-month period ended June 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 six-month periods ended June 30, 2025 and 2024:

 

June 30, 2025

(unaudited)

 Undergraduate Continuing education Medical practice solutions Total reportable segments Elimination (inter-segment transactions) Total
             
External customer 1,641,501 136,272 77,987 1,855,760 - 1,855,760
Inter-segment - 1,248 6,017 7,265 (7,265) -
Revenue 1,641,501 137,520 84,004 1,863,025 (7,265) 1,855,760
Cost of services (558,931) (46,512) (27,168) (632,611) 7,265 (625,346)
Gross profit 1,082,570 91,008 56,836 1,230,414 - 1,230,414
SG&A expenses           (574,371)
Other income, net           1,712
Operating income           657,755
Finance income           84,478
Finance expenses           (274,281)
Share of income of associate           7,876
Income before income taxes           475,828
Income taxes expenses           (42,250)
Net income           433,578

 

June 30, 2024

(unaudited)

 Undergraduate Continuing education Medical practice solutions Total reportable segments Elimination (inter-segment transactions) Total
             
External customer 1,414,166 126,090 73,873 1,614,129 - 1,614,129
Inter-segment - 1,416 2,981 4,397 (4,397) -
Revenue 1,414,166 127,506 76,854 1,618,526 (4,397) 1,614,129
Cost of services (517,741) (50,261) (20,741) (588,743) 4,397 (584,346)
Gross profit 896,425 77,245 56,113 1,029,783 - 1,029,783
SG&A expenses           (504,926)
Other expenses, net           (4,685)
Operating income           520,172
Finance income           49,263
Finance expenses           (192,180)
Share of income of associate           7,200
Income before income taxes           384,455
Income taxes expenses           (13,956)
Net income           370,499

 

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

  
4Cash and cash equivalents

 

  June 30, 2025 December 31, 2024
  (unaudited)  
Cash and bank deposits 9,167 6,078
Cash equivalents 1,089,940 904,937
  1,099,107 911,015

 

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 June 30, 2025, the average interest on these investments is equivalent to 101% of the Brazilian interbank interest rates (“CDI”) (December 31, 2024: 99.1%). Cash equivalents denominated in U.S. dollars totaled R$22,406 as of June 30, 2025 (December 31, 2024: R$21,610).

 

5Trade receivables

 

  June 30, 2025 December 31, 2024
  (unaudited)  
Tuition fees 529,757 488,962
Educational content (i) 63,195 62,194
FIES (ii) 127,618 79,712
Educational credits (iii) 29,504 26,893
Mobile app subscription (iv) 17,235 24,223
Other 21,488 21,339
  788,797 703,323
(-) Allowance for expected credit losses (78,485) (71,477)
  710,312 631,846
Current 678,950 595,898
Non-current 31,362 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 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 June 30, 2025 and December 31, 2024, the aging of trade receivables was as follows:

 

  June 30, 2025 December 31, 2024
  (unaudited)  
Neither past due nor impaired 338,317 327,052
Past due:    
1 to 30 days 118,861 97,390
31 to 90 days 166,537 126,623
91 to 180 days 108,492 91,411
More than 180 days 56,590 60,847
  788,797 703,323

 

The changes in the allowance for expected credit losses for the six-month periods ended June 30, 2025 and 2024, were as follows:

 

  June 30, 2025 June 30, 2024
  (unaudited) (unaudited)
Opening balance (71,477) (61,398)
Additions (33,053) (30,018)
Write-offs 26,045 24,581
Closing balance (78,485) (66,835)

 

   
 F-14 
 

Afya Limited

Notes to the unaudited interim condensed consolidated financial statements

Expressed in thousands of Brazilian reais, unless otherwise stated

  
6Related parties

 

The tables below summarize the balances and transactions with related parties:

 

  June 30, 2025 December 31, 2024
  (unaudited)  
Assets    
Trade receivables (i) 506 507
Other assets (ii) - 597
  506 1,104
Current 506 1,010
Non-current - 94
     
Liabilities    
Lease liabilities 243,913 242,703
  243,913 242,703
Current 7,288 6,610
Non-current 236,625 236,093

 

  June 30, 2025 June 30, 2024
  (unaudited) (unaudited)
Other income (expenses)    
UEPC (i) 325 179
EMIVE Patrulha 24 Horas Ltda. (iii) (7) (4)
  318 175
     
Leases payments    
RVL Esteves Gestão Imobiliária S.A. 13,752  12,569
UNIVAÇO Patrimonial Ltda. 1,842  1,798
IESVAP Patrimonial Ltda. 2,659  2,595
  18,253  16,962

 

(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.

   
 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:

 

  June 30, 2025 June 30, 2024
  (unaudited) (unaudited)
Short-term employee benefits 18,125 10,106
Share-based compensation plans 9,056 12,412
  27,181 22,518

 

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.

 

7Other assets

 

  June 30, 2025 December 31, 2024
  (unaudited)  
Indemnification assets 77,106 78,701
Advances 22,023 35,140
Judicial deposits - Note 20 17,754 16,938
Prepaid expenses 31,777 19,761
Other FIES credits 9,291 8,982
Convertible loans from venture capital investments 9,122 8,724
Dividends receivable - 1,628
Other assets 13,183 3,146
  180,256 173,020
Current 62,814 57,145
Non-current 117,442 115,875

 

8Investment in associate

 

The Company holds a 30% interest in UEPC, a medical school located in the Federal District that offers higher education and post-graduate courses, both in person and long-distance learning. The Company’s interest in UEPC is accounted for using the equity method. The tables below summarize the financial information of the Company’s investment in UEPC:

 

  June 30, 2025 December 31, 2024
  (unaudited)  
Current assets 27,287 38,122
Non-current assets 115,412 116,846
Current liabilities (22,272) (30,049)
Non-current liabilities (85,987) (87,388)
Equity 34,440 37,531
Company’s share in equity - 30% 10,332 11,259
Goodwill 43,183 43,183
Carrying amount of the investment 53,515 54,442

 

   
 F-16 
 

Afya Limited

Notes to the unaudited interim condensed consolidated financial statements

Expressed in thousands of Brazilian reais, unless otherwise stated

  

 

 

  June 30, 2025 June 30, 2024
  (unaudited) (unaudited)
Revenue 83,404 78,583
Cost of services (30,429) (28,045)
Selling, general and administrative expenses (24,113) (23,010)
Net finance results (1,157) (2,646)
Income before income taxes 27,705 24,882
Income taxes expenses (1,452) (883)
Net income 26,253 23,999
Company’s share of income 7,876 7,200

 

The movements during the six-month periods ended June 30, 2025 and 2024 are shown below:

 

  June 30, 2025 June 30, 2024
  (unaudited) (unaudited)
Opening balance 54,442 51,834
Share of income 7,876 7,200
Dividends received (8,803) (6,195)
Closing balance 53,515 52,839

 

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 June 30, 2025 and December 31, 2024, no impairment had to be recognized.

 

9Property and equipment

 

The Company assesses at each reporting date, whether there is an indication that a property and equipment asset may be impaired. If any indication exists, the Company estimates the asset’s recoverable amount. There were no impairment indicatives of property and equipment as of and for the six-month period ended June 30, 2025 and for the year ended December 31, 2024.

 

The following table shows the balances and movements in property and equipment during the six-month periods ended June 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 54 10,930 - 130 7,889 8,146 226 - 18,614 45,989
Write-off (i) - (396) - (2) (281) (340) - (21) - (1,040)
Transfer 661 - - 142 - - - 30,476 (31,137) 142
As of June 30, 2024 (unaudited) 93,947 130,515 18,852 1,624 118,467 90,616 32,114 294,903 21,439 802,477
                     
As of January 1, 2025 99,366 149,407 18,852 1,442 124,818 108,817 33,553 309,413 44,034 889,702
Additions 121 16,175 - - 14,954 9,572 922 2,528 37,345 81,617
Write-off (i) - (114) - (319) (637) (739) (80) (177) (6) (2,072)
Transfer 8,546 - - - 809 (809) - 37,730 (46,276) -
As of June 30, 2025 (unaudited) 108,033 165,468 18,852 1,123 139,944 116,841 34,395 349,494 35,097 969,227
                     
Depreciation                    
As of January 1, 2024 (9,679) (28,843) - 198 (20,377) (26,872) (18,652) (44,476) - (148,701)
Depreciation (2,071) (8,420) - (191) (6,478) (7,505) (1,522) (16,989) - (43,176)
Write-off (i) - 363 - 2 229 286 - 21 - 901
Transfer - - - (142) - - - - - (142)
As of June 30, 2024 (unaudited) (11,750) (36,900) - (133) (26,626) (34,091) (20,174) (61,444) - (191,118)
                     
As of January 1, 2025 (13,962) (45,110) - (137) (28,080) (41,495) (21,710) (80,726) - (231,220)
Depreciation (2,586) (9,847) - (155) (7,440) (9,131) (1,538) (24,587) - (55,284)
Write-off (i) - 736 - 185 441 80 80 14 - 1,536
As of June 30, 2025 (unaudited) (16,548) (54,221) - (107) (35,079) (50,546) (23,168) (105,299) - (284,968)
                     
Net book value                    
As of June 30, 2025 (unaudited) 91,485 111,247 18,852 1,016 104,865 66,295 11,227 244,195 35,097 684,279
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

  
10Intangible 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 - - 961 5,010 8,616 15,150 11,782 - 91,119
Write-off (ii) - - - - - (162) (35) - - - (197)
Transfer - - - - 13,885 1,041 - (97) (14,829) - -
As of June 30, 2024 (unaudited) 1,334,699 2,825,677 182,060 578,267 85,996 90,090 137,058 89,945 9,087 1,055 5,333,934
                       
As of January 1, 2025 1,526,733 3,360,786 182,060 612,827 95,953 108,269 102,523 134,820 27,473 1,055 6,152,499
Additions - 99,629 - - - 9,863 5,467 10,462 18,034 - 143,455
Write-off (ii) - - - - - - (1) - (80) - (81)
Transfer - - - - 27,464 - - - (27,464) - -
As of June 30, 2025 (unaudited) 1,526,733 3,460,415 182,060 612,827 123,417 118,132 107,989 145,282 17,963 1,055 6,295,873
                       
Amortization                      
As of January 1, 2024 - - (26,038) (301,947) (24,094) (42,230) (31,603) (20,900) - (184) (446,996)
Amortization - - (9,944) (39,024) (7,203) (9,482) (11,549) (9,340) - - (86,542)
Write-off (ii) - - - - - 1 33 - - - 34
As of June 30, 2024 (unaudited) - - (35,982) (340,971) (31,297) (51,711) (43,119) (30,240) - (184) (533,504)
                       
As of January 1, 2025 - - (38,544) (384,684) (41,758) (60,700) (42,635) (51,099) - (290) (619,710)
Amortization - - (2,561) (38,623) (11,947) (10,545) (9,937) (18,588) - (53) (92,254)
As of June 30, 2025 (unaudited) - - (41,105) (423,307) (53,705) (71,245) (52,572) (69,687) - (343) (711,964)
                       
Net book value                      
As of June 30, 2025 (unaudited) 1,526,733 3,460,415 140,955 189,520 69,712 46,887 55,417 75,595 17,963 712 5,583,909
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-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 six-month period ended June 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 six-month period ended June 30, 2025 and for the year ended December 31, 2024.

 

11Financial assets and liabilities

 

11.1Financial assets

 

  June 30, 2025 December 31, 2024
At amortized cost (unaudited)  
Cash and cash equivalents 1,099,107 911,015
Trade receivables 710,312 631,846
Other FIES credits - Other assets 9,291 8,982
Dividends receivable - Other assets - 1,628
  1,818,710 1,553,471
Current 1,778,057 1,508,541
Non-current 40,653 44,930

 

11.2Financial liabilities

 

  June 30, 2025 December 31, 2024
At amortized cost (unaudited)  
Trade payables 134,321 128,080
Loans and financing 2,213,967 2,195,161
Lease liabilities 1,011,091 978,336
Accounts payable to selling shareholders 203,812 215,819
Dividends payable 778 -
  3,563,969 3,517,396
Current 1,577,657 690,395
Non-current 1,986,312 2,827,001

 

  June 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) 298,584 294,886
  302,301 314,953
Current 22,366 32,137
Non-current 279,935 282,816

 

11.2.1Loans and financing

 

Financial institution Currency Interest rate Maturity June 30, 2025 December 31, 2024
        (unaudited)  
Banco Itaú Unibanco S.A. Brazilian real CDI + 1.90% p.y. October 2025 310,915 309,496
FINEP Brazilian real TJLP p.y. July 2027 6,728 8,209
Softbank Brazilian real 6.5% p.y. April 2026 855,911 845,492
Debentures Brazilian real CDI + 1.80% p.y. January 2028 532,142 526,946
IFC Brazilian real CDI + 1.20% p.y. April 2030 508,271 505,018
        2,213,967 2,195,161
Current       1,216,994 363,554
Non-current       996,973 1,831,607

 

   
 F-20 
 

Afya Limited

Notes to the unaudited interim condensed consolidated financial statements

Expressed in thousands of Brazilian reais, unless otherwise stated

  

 

 

11.2.2Leases

 

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 June 30, 2025 and December 31, 2024 and the movements during the six-month periods ended June 30, 2025 and 2024 are shown below:

 

  Right-of-use assets   Lease liabilities
  June 30, 2025 June 30, 2024   June 30, 2025 June 30, 2024
  (unaudited) (unaudited)   (unaudited) (unaudited)
Opening balance 842,219 767,609   978,336 874,569
Additions 33,730 27,783   33,730 27,783
Remeasurement 23,322 41,530   23,322 41,530
Depreciation expense (38,915) (33,589)   - -
Interest expense - -   59,727 53,770
Payments of principal - -   (24,222) (19,859)
Payments of interest - -   (58,793) (53,924)
Write-off (i) (1,000) (1,924)   (1,009) (2,168)
Closing balance 859,356 801,409   1,011,091 921,701

 

Balances: June 30, 2025 December 31, 2024   June 30, 2025 December 31, 2024
  (unaudited)     (unaudited)  
Current - -   48,960 45,580
Non-current 859,356 842,219   962,131 932,756

 

(i) Refers to early termination of lease contracts.

 

The Company recognized lease expense from short-term leases and low-value assets of R$6,187 for the six-month period ended June 30, 2025 (R$3,480 for the six-month period ended June 30, 2024).


   
 F-21 
 

Afya Limited

Notes to the unaudited interim condensed consolidated financial statements

Expressed in thousands of Brazilian reais, unless otherwise stated

  
11.2.3Accounts payable to selling shareholders

 

  Interest rate June 30, 2025 December 31, 2024
    (unaudited)  
Accounts payable at amortized cost      
Unigranrio CDI 96,347 90,543
DelRey Selic 66,653 125,276
FUNIC CDI 40,812 -
Accounts payable at fair value      
Shosp - 454 454
Além da Medicina - - 9,600
CardioPapers - 3,263 10,013
Unidom (i) CDI 298,584 294,886
    506,113 530,772
Current   198,970 185,318
Non-current   307,143 345,454

 

(i) 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 six-month periods ended June 30, 2025 and 2024 are shown below:

 

  June 30, 2025 June 30, 2024
  (unaudited) (unaudited)
Opening balance 530,772 566,867
Additions 40,000 -
Payments of principal (81,463) (164,577)
Payments of interest (14,536) (25,000)
Interest 10,659 19,402
Remeasurement of contingent consideration 20,681 740
Closing balance 506,113 397,432

 

As of June 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 June 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 June 30, 2025 was assessed to be insignificant.

 

11.3Fair values

 

The table below compares the carrying amounts and fair values of the Company’s financial instruments, other than those carrying amounts that are reasonable approximation of fair values:

 

 

June 30, 2025 (unaudited)

December 31, 2024

  Carrying amount Fair value Carrying amount Fair value
Financial liabilities        
Loans and financing 2,213,967 2,159,243 2,195,161 2,196,152
  2,213,967 2,159,243 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.

 

 

 

   
 F-22 
 

Afya Limited

Notes to the unaudited interim condensed consolidated financial statements

Expressed in thousands of Brazilian reais, unless otherwise stated

  

 

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 June 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.

 

11.4Financial instruments risk management objectives and policies

 

The Company’s main financial liabilities comprise loans and financing, lease liabilities, accounts payable to selling shareholders and trade payables. The main purpose of these financial liabilities is to finance the Company’s operations and expansion. The Company’s main financial assets include cash and cash equivalents and trade receivables.

 

The Company is exposed to market risk, credit risk and liquidity risk. The Company monitors market, credit and liquidity risks in line with the objectives of capital management and counts on the support, monitoring and oversight of the Board of Directors in decisions related to capital management and its alignment with the objectives and risks. The Company’s policy is that no trading of derivatives for speculative purposes may be undertaken. The Board of Directors reviews and agrees with policies for managing each of these risks, which are summarized below.

 

11.4.1Market risk

 

Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. The Company’s exposure to market risk is related to interest rate and foreign currency risk. The sensitivity analysis in the following sections relates to the position as of June 30, 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:

 

  June 30, 2025 Index Base rate
  (unaudited)    
Cash equivalents 1,067,534 CDI 160,653
Loans and financing (1,351,328) CDI (222,934)
Loans and financing (6,728) TJLP (582)
Accounts payable to selling shareholders (435,743) CDI (64,926)
Accounts payable to selling shareholders (66,653) Selic (9,931)
Net exposure     (137,720)

 

  Increase in basis points
  +75 +150
Net effect on profit before tax (5,947) (11,894)

 

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$22,406 as of June 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$5.4565 to U.S. dollar 1.00) as of June 30, 2025, with all other variables held constant.

 

  Exposure +10% -10%
Cash equivalents 22,406 2,241 (2,241)

 

11.4.2Credit 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 June 30, 2025 and December 31, 2024.

 

11.4.3Liquidity 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 June 30, 2025 (unaudited) Less than 1 year 1 to 3 years 3 to 5 years More than 5 years Total
Trade payables 134,321 - - - 134,321
Loans and financing 1,362,807 976,870 340,004 - 2,679,681
Lease liabilities 166,772 322,744 308,444 1,333,873 2,131,833
Accounts payable to selling shareholders 221,492 131,446 185,821 502,355 1,041,114
  1,885,392 1,431,060 834,269 1,836,228 5,986,949

 

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

 

11.5Changes in liabilities arising from financing activities

 

  January 1, 2025 Payments of principal Payments of interest Additions and remeasurements Interest Other June 30, 2025
              (unaudited)
Loans and financing 2,195,161 (1,543) (110,399) - 127,273 3,475 2,213,967
Lease liabilities 978,336 (24,222) (58,793) 57,052 59,727 (1,009) 1,011,091
Dividends payable - (138,479) - 139,257 - - 778
  3,173,497 (164,244) (169,192) 196,309 187,000 2,466 3,225,836

 

  January 1, 2024 Payments of principal Payments of interest Additions and remeasurements Interest Other June 30, 2024
              (unaudited)
Loans and financing 1,800,775 (11,524) (87,933) - 82,136 1,361 1,784,815
Lease liabilities 874,569 (19,859) (53,924) 69,313 53,770 (2,168) 921,701
Dividends payable - (9,399) - 9,399 - - -
  2,675,344 (40,782) (141,857) 78,712 135,906 (807) 2,706,516

 

   
 F-25 
 

Afya Limited

Notes to the unaudited interim condensed consolidated financial statements

Expressed in thousands of Brazilian reais, unless otherwise stated

  

 

12Capital 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 six-month period ended June 30, 2025.

 

13Labor and social obligations

 

a) Variable compensation (bonuses)

 

The bonuses related to variable compensation of employees and management of R$27,197 and R$8,047 are recognized in cost of services and selling, general and administrative expenses in the statements of income for the six-month periods ended June 30, 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 six-month period ended June 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 six-month period ended June 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 six-month periods ended June 30, 2025 and 2024:

 

 

Weighted average exercise price

(in Brazilian Reais)

Number of stock options

June 30, 2025 June 30, 2024
    (unaudited) (unaudited)
Outstanding at January 1 67.31 1,610,679 1,696,064
Granted 80.15 60,000 -
Exercised 63.60 (381,271) (90,373)
Forfeited 71.99 (57,152) (4,182)
Expired 63.54 (30,236) (14,148)
Outstanding at June 30 65.03 1,202,020 1,587,361
Exercisable 64.25 358,270 496,784

 

The share-based compensation expense recognized in selling, general and administrative expenses in the statements of income for the six-month periods ended June 30, 2025 and 2024 was R$5,410 and R$11,387, 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 six-month period ended June 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 six-month period ended June 30, 2024 there were no RSUs granted by the Company.

 

The table below presents the number and movements in RSUs for the six-month periods ended June 30, 2025 and 2024:

 

  June 30, 2025 June 30, 2024
     
Outstanding at January 1  656,634 854,431
Granted  35,000 -
Exercised  (224,070) (222,910)
Forfeited  (2,216) (8,554)
Expired  (15,672) -
Outstanding at June 30  449,676 622,967

 

   
 F-27 
 

Afya Limited

Notes to the unaudited interim condensed consolidated financial statements

Expressed in thousands of Brazilian reais, unless otherwise stated

  

 

Total RSU expenses recognized in selling, general and administrative expenses in the consolidated statement of income for the six-month periods ended June 30, 2025 and 2024 were R$7,110 and R$9,041, respectively. Labor and social obligations expenses were R$3,000 and R$5,737 for the six-month periods ended June 30, 2025 and 2024, respectively.

 

14Equity

 

Share capital

 

As of June 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 June 30, 2025 and December 31, 2024, the Company’s authorized capital was US$50 thousand.

 

Dividends

 

In the six-month period ended June 30, 2025, CCSI and IESVAP approved the payment of dividends of R$42,088, which R$32,615 was distributed to the Company and R$9,473 to non-controlling shareholders, of which R$778 are registered as dividends payable as of June 30, 2025 (June 30, 2024: R$40,340, which R$30,941 was distributed to the Company and R$9,399 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

 

The following table illustrates the number and movements in treasury shares during the six-month periods ended June 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 (243,534) 79.28
Outstanding at June 30, 2024 (unaudited) 3,529,944 79.28
     
Outstanding at January 1, 2025 3,455,538 79.28
Delivered under the share-based compensation plans (543,722) 79.28
Outstanding at June 30, 2025 (unaudited) 2,911,816 79.28

 

   
 F-28 
 

Afya Limited

Notes to the unaudited interim condensed consolidated financial statements

Expressed in thousands of Brazilian reais, unless otherwise stated

  

 

15Earnings 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 six-month periods ended June 30, 2025 and for the three-month period ended June 30, 2024 and are not included on diluted earnings per share (Dilutive and included on diluted earnings per share for the six-month period ended June 30, 2024).

 

The table below presents the basic and diluted earnings per share calculations:

 

  Three-month period ended   Six-month period ended
  June 30, 2025 June 30, 2024   June 30, 2025 June 30, 2024
  (unaudited) (unaudited)   (unaudited) (unaudited)
Numerator          
Net income attributable to equity holders of the parent 172,332 158,211   424,331 361,604
Interest on convertible preference shares - -   - 25,456
Profit attributable to equity holders adjusted for the effect of the dilution 172,332 158,211   424,331 387,060
Denominator          
Weighted average number of outstanding shares 90,523,294 90,072,647   90,402,759 90,021,039
Effects of dilution from stock options and restricted share units 962,514 1,096,430   1,020,927 1,239,242
Effects of dilution from convertible shares - -   - 5,917,888
Weighted average number of outstanding shares adjusted for the effect of dilution 91,485,808 91,169,077   91,423,686 97,178,169
           
Basic earnings per share (R$) 1.90 1.76   4.69 4.02
Diluted earnings per share (R$) 1.88 1.74   4.64 3.98

 

   
 F-29 
 

Afya Limited

Notes to the unaudited interim condensed consolidated financial statements

Expressed in thousands of Brazilian reais, unless otherwise stated

  

 

16Revenue

 

  Three-month period ended   Six-month period ended
  June 30, 2025 June 30, 2024   June 30, 2025 June 30, 2024
  (unaudited) (unaudited)   (unaudited) (unaudited)
Tuition fees 1,166,639 986,598   2,332,390 1,967,573
Other 80,412 73,094   161,895 145,773
Deductions          
Discount and scholarships (104,735) (67,621)   (209,438) (143,258)
Early payment discounts (63,146) (51,827)   (118,905) (100,051)
Returns (8,157) (3,310)   (13,954) (11,544)
Taxes (48,212) (42,161)   (97,041) (80,858)
PROUNI (103,401) (84,883)   (199,187) (163,506)
  919,400 809,890   1,855,760 1,614,129
Timing of revenue recognition          
Tuition, digital content and app subscription fees - Transferred over time 898,924 800,302   1,813,323 1,590,451
Other - Transferred at a point in time 20,476 9,588   42,437 23,678

 

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 six-month periods ended June 30, 2025 and 2024.

 

  Undergraduate Continuing education Medical practice solutions Elimination (inter-segment transactions) June 30, 2025 (unaudited)
           
Types of services or goods 1,641,501 137,520 84,004 (7,265) 1,855,760
Tuition fees 1,633,591 89,925 - - 1,723,516
Other 7,910 47,595 84,004 (7,265) 132,244
           
Timing of revenue recognition 1,641,501 137,520 84,004 (7,265) 1,855,760
Transferred over time 1,633,591 105,062 81,935 (7,265) 1,813,323
Transferred at a point in time 7,910 32,458 2,069 - 42,437

 

  Undergraduate Continuing education Medical practice solutions Elimination (inter-segment transactions) June 30, 2024 (unaudited)
           
Types of services or goods 1,414,166 127,506 76,854 (4,397) 1,614,129
Tuition fees 1,405,444 80,054 - - 1,485,498
Other 8,722 47,452 76,854 (4,397) 128,631
           
Timing of revenue recognition 1,414,166 127,506 76,854 (4,397) 1,614,129
Transferred over time 1,405,444 116,556 72,848 (4,397) 1,590,451
Transferred at a point in time 8,722 10,950 4,006 - 23,678

 

   
 F-30 
 

Afya Limited

Notes to the unaudited interim condensed consolidated financial statements

Expressed in thousands of Brazilian reais, unless otherwise stated

  

 

17Costs and expenses by nature

 

  Three-month period ended   Six-month period ended
  June 30, 2025 June 30, 2024   June 30, 2025 June 30, 2024
  (unaudited) (unaudited)   (unaudited) (unaudited)
Payroll (i) (358,606) (318,611)   (668,039) (595,769)
Hospital and medical agreements (17,933) (24,835)   (36,569) (48,754)
Depreciation and amortization (94,698) (84,038)   (186,453) (163,307)
Lease expenses (3,629) (2,148)   (6,187) (3,480)
Utilities (7,021) (6,100)   (12,431) (10,246)
Maintenance (33,437) (26,163)   (65,137) (54,005)
Share-based compensation (5,557) (11,798)   (12,520) (20,428)
Tax expenses (2,409) (3,401)   (5,653) (5,959)
Sales and marketing (27,299) (18,378)   (48,126) (34,656)
Allowance for expected credit losses (16,495) (14,754)   (33,053) (30,018)
Travel expenses (6,117) (4,647)   (10,941) (7,253)
Consulting fees (8,369) (13,698)   (14,702) (23,718)
Other (54,008) (50,033)   (99,906) (91,679)
  (635,578) (578,604)   (1,199,717) (1,089,272)
Cost of services (342,707) (314,842)   (625,346) (584,346)
Selling, general and administrative expenses (292,871) (263,762)   (574,371) (504,926)

 

(i) Includes the costs of pedagogical services related to the practicing physician who provides practical training and supervision to medical students (preceptors).

 

18Finance result

 

  Three-month period ended   Six-month period ended
  June 30, 2025 June 30, 2024   June 30, 2025 June 30, 2024
  (unaudited) (unaudited)   (unaudited) (unaudited)
Financial income from cash equivalents 29,264 13,641   56,815 25,468
Interest received 10,210 8,619   24,742 21,034
Other 1,523 1,473   2,921 2,761
Finance income 40,997 23,733   84,478 49,263
           
Interest expense (81,674) (50,533)   (158,613) (102,278)
Interest expense on lease liabilities (30,164) (27,026)   (59,727) (53,770)
Financial discounts (13,882) (7,170)   (26,418) (14,949)
Bank fees (668) (1,027)   (1,795) (2,557)
Exchange variance (1,747) (93)   (2,336) (235)
Taxes on financial transactions (IOF) (298) (50)   (485) (682)
Other (7,373) (6,385)   (24,907) (17,709)
Finance expenses (135,806) (92,284)   (274,281) (192,180)
           
Net finance result (94,809) (68,551)   (189,803) (142,917)

 

   
 F-31 
 

Afya Limited

Notes to the unaudited interim condensed consolidated financial statements

Expressed in thousands of Brazilian reais, unless otherwise stated

  

 

19Income 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 six-month period ended June 30, 2025 was R$33,437 and R$56,649. 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 six-month periods ended June 30, 2025 and 2024:

 

  Three-month period ended   Six-month period ended
  June 30, 2025 June 30, 2024   June 30, 2025 June 30, 2024
  (unaudited) (unaudited)   (unaudited) (unaudited)
Income before income taxes 194,010 165,291   475,828 384,455
Statutory income taxes rate 34% 34%   34% 34%
Income taxes at statutory rate (65,963) (56,199)   (161,782) (130,715)
Reconciliation adjustments:          
Tax effect on loss from entities not subject to taxation (9,083) (8,949)   (17,878) (16,910)
PROUNI - Fiscal incentive (i) 112,049 89,502   243,479 193,615
Unrecognized deferred taxes (38,695) (27,216)   (77,602) (60,271)
Recognized deferred taxes 18,167 -   25,313 -
Presumed profit income tax regime effect (ii) (116) (210)   (305) (185)
Permanent adjustments (1,234) (1,766)   (2,042) (3,265)
Pillar Two - Additional social contribution (33,437) -   (56,649) -
Other 844 1,747   5,216 3,775
Income taxes expense (17,468) (3,091)   (42,250) (13,956)
Current (35,635) (3,091)   (67,563) (13,956)
Deferred 18,167 -   25,313 -
Effective rate 9.0% 1.9%   8.9% 3.6%

 

(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 June 30, 2025, the Company had accumulated unrecognized deferred income tax assets on temporary differences and tax losses in the amount of R$1,431,148 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$74,451 of tax basis recognized as deferred tax assets as result of expected future taxable income.

 

20Legal 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 5,166 4,594 12,797 22,557
Reversals (i) (5,892) (1,357) (20,413) (27,662)
Balances as of June 30, 2024 (unaudited) 21,995 24,537 52,724 99,256
         
Balances as of January 1, 2025 31,455 25,140 56,926 113,521
Additions 7,469 4,495 4,150 16,114
Reversals (i) (3,992) (3,645) (4,226) (11,863)
Balances as of June 30, 2025 (unaudited) 34,932 25,990 56,850 117,772

(i) Includes the reversals of provision for legal proceedings with corresponding indemnification asset.

 

   
 F-33 
 

Afya Limited

Notes to the unaudited interim condensed consolidated financial statements

Expressed in thousands of Brazilian reais, unless otherwise stated

  

 

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:

 

  June 30, 2025 December 31, 2024
  (unaudited)  
Labor 38,082 38,097
Civil 57,371 50,667
Taxes 25,968 17,498
  121,421 106,262

 

The Company has judicial deposits, related to taxes, civil and labor proceedings, recorded in other non-current assets in the amount of R$17,754 as of June 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$77,106 (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

  

 

21Non-cash transactions

 

During the six-month periods ended June 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:

 

  June 30, 2025 June 30, 2024
  (unaudited) (unaudited)
Additions and remeasurements of right-of-use assets and lease liabilities 57,052 69,313
Additions (reversals) of provision for legal proceedings with corresponding indemnification asset, net (1,595) (8,145)
Accounts payable to selling shareholders from FUNIC’s acquisition 40,000 -
Dividends payable 778 -

 

22Subsequent event

 

Share repurchase program

 

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.

 

The share purchases may be made from time to time through open market transactions and are subject to market and business conditions, levels of available liquidity, cash requirements for other purposes, regulatory, and other relevant factors. The share repurchase program will take place in accordance with the conditions established by the Board of Directors on August 13, 2025. Afya intends to repurchase the shares for use in its stock option program, consideration in futures business combinations transactions and general corporate purposes.

 

 

*****

 

 

 

 

 

 

   
 F-35