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Related parties
12 Months Ended
Dec. 31, 2025
Notes and other explanatory information [abstract]  
Related parties

 

7Related parties

 

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

 

 
  2025 2024
   
Assets    
Right-of-use assets 216,085 205,911
Trade receivables (i) 384 507
Other assets (ii) - 597
216,469 207,015
Current - 1,010
Non-current 216,469 206,005
     
Liabilities    
Lease liabilities 260,790 242,703
260,790 242,703
Current 9,447 6,610
Non-current 251,343 236,093

 

  2025 2024 2023
     
Income (expenses)      
UEPC (i) 475 517 465
EMIVE Patrulha 24 Horas Ltda. (iii) (7) (7) (6)
Depreciation - Right-of-use assets (17,637) (14,639) (13,801)
Lease liabilities interest (30,841) (28,343) (25,676)
  (48,010) (42,472) (39,018)

 

(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.

 

Lease agreements with RVL Esteves Gestão Imobiliária S.A.

 

The Company has entered into lease agreements with RVL Esteves Gestão Imobiliária S.A. (“RVL”), an entity controlled by the shareholder Nicolau Carvalho Esteves and of which Mr. Renato Tavares Esteves is an executive officer. The main lease agreements with RVL are described below:

 

On June 21, 2016, RVL entered into lease agreements, as amended on April 26, 2018, with ITPAC Araguaína and ITPAC Porto, pursuant to which RVL agreed to lease campuses to those entities in the cities of Araguaína and Porto Nacional, both located in the State of Tocantins. The lease agreements are adjustable in accordance with the provisions of each lease agreement. The lease agreements are for an initial term of 20 years and are renewable for an additional 20 years subject to the provisions of each lease agreement. The balance of lease liabilities as of December 31, 2025 was R$83,992 (December 31, 2024: R$84,102) and the amount paid during the year ended December 31, 2025 was R$13,926 (December 31, 2024 and 2023: R$13,453 and R$13,254, respectively).

 

On September 6, 2018, RVL entered into a lease agreement with ITPAC Araguaína, pursuant to which RVL agreed to lease to ITPAC Araguaína the new campus by RVL in the city of Palmas, State of Tocantins. The lease agreement is for an amount equal to 7.5% of the monthly revenue of ITPAC until July 2024. From August 2024, the monthly amount should be equal to the amount paid in the first semester of 2024 and thereafter adjusted annually by the inflation rate (IGP-M). The lease agreement is for an initial term of 20 years and is renewable for an additional 20 years. The balance of lease liabilities as of December 31, 2025 was R$65,328 (December 31, 2024: R$63,989) and the amount paid during the year ended December 31, 2025 was R$8,881 (December 31, 2024 and 2023: R$8,568 and R$7,615, respectively).

 

On October 30, 2019, RVL entered into a lease agreement with IPTAN, pursuant to which RVL agreed to lease to IPTAN the medical campus in the city of Santa Inês, State of Maranhão. The lease agreement, as amended on February 27, 2025 is for a monthly amount adjusted in accordance with the provisions of the lease agreement of: (i) R$12 until December 2020; (ii) from January 2021 to December 2025, 6.5% of the monthly revenue of IPTAN during the prior semester; (iii) from January 2026, the monthly amount should be equal to the amount paid in the second semester of 2025; and (iv) from January 2027 thereon, the monthly amount should be adjusted annually by the inflation rate (IPCA). The lease agreement is for a term of 20 years and is renewable for an additional 20 years. The balance of lease liabilities as of December 31, 2025 was R$15,962 (December 31, 2024: R$9,743) and the amount paid during the year ended December 31, 2025 was R$2,136 (December 31, 2024 and 2023: R$1,338 and R$1,111, respectively).

 

On August 2, 2021, RVL entered into a lease agreement with ITPAC Araguaína, pursuant to which RVL agreed to lease to ITPAC the new ITPAC Garanhuns medical campus, in the city of Garanhuns, State of Pernambuco. The lease agreement is for a monthly amount equal to: (i) up to June 2022, R$40; (ii) from July 2022 until December 2028, 6.5% of the monthly revenue of ITPAC Garanhuns during the prior semester, adjusted in accordance with the provisions of the lease agreement; and (iii) from January 2029 on, the monthly amount should be adjusted annually by the inflation rate (IPCA). The lease agreement is for a term of 20 years. The balance of lease liabilities as of December 31, 2025 was R$26,326 (December 31, 2024: R$17,556) and the amount paid during the year ended December 31, 2025 was R$3,664 (December 31, 2024 and 2023: R$2,199 and R$1,159, respectively).

 

On May 2, 2024, RVL entered into a rent agreement with IPTAN, pursuant to which RVL agreed to rent to IPTAN a property for the campus in the city of São João del Rei, State of Minas Gerais. The rent agreement is for a monthly amount payable equal to R$4, adjusted annually by the inflation rate (IGP-M). The rent agreement is for a term of one year and is renewable for an additional term of three years.

 

On June 14, 2024, RVL entered into a lease agreement with DelRey, pursuant to which RVL agreed to lease to DelRey a property for the campus in the city of Jaboatão dos Guararapes, State of Pernambuco. The lease agreement is for a monthly amount payable equal to R$114.5, with a grace period of 12 months, extended by an additional six months. The monthly amount payable should be adjusted annually by the inflation rate (IPCA). The lease agreement is for a term of 20 years. The balance of lease liabilities as of December 31, 2025 was R$10,905 (December 31, 2024: R$9,383) and due to the grace period no payments were made during the years ended December 31, 2025 and 2024.

 

Lease agreement with UNIVAÇO Patrimonial Ltda.

 

On July 14, 2016, UNIVAÇO Patrimonial Ltda., an entity controlled by the shareholder Nicolau Carvalho Esteves and of which Ms. Rosângela de Oliveira Tavares Esteves is the chief executive officer, entered into a lease agreement with UNIVAÇO, a subsidiary of Afya Brazil, pursuant to which UNIVAÇO Patrimonial Ltda. agreed to lease UNIVAÇO’s campus to UNIVAÇO, located in the city of Ipatinga, State of Minas Gerais. The lease agreement is adjustable in accordance with the provisions of the lease agreement. The lease agreement is for an initial term of 20 years and is renewable for an additional 20 years subject to the provisions of the lease agreement. The balance of lease liabilities as of December 31, 2025 was R$22,802 (December 31, 2024: R$22,818) and the amount paid during the year ended December 31, 2025 was R$3,752 (December 31, 2024 and 2023: R$3,633 and R$3,582, respectively).

 

Lease agreement with IESVAP Patrimonial Ltda.

 

On April 25, 2018, IESVAP Patrimonial Ltda., an entity controlled by the shareholder Nicolau Carvalho Esteves and of which Mr. Renato Tavares Esteves is an executive officer, entered into a lease agreement with IESVAP, a subsidiary of Afya Brazil, pursuant to which IESVAP Patrimonial Ltda. agreed to lease IESVAP’s campus to IESVAP located in the city of Parnaíba, State of Piauí. The lease agreement is for an amount equal to 7.5% of the monthly revenue of IESVAP until June 2021. From July 2021, the monthly amount should be equal to the amount paid in the first semester of 2021 and thereafter adjusted annually by the inflation rate (IGP-M). The lease agreement is for an initial term of 20 years and is renewable for an additional 20 years subject to the provisions of the lease agreement. The balance of lease liabilities as of December 31, 2025 was R$35,475 (December 31, 2024: R$35,112) and the amount paid during the year ended December 31, 2025 was R$5,435 (December 31, 2024 and 2023: R$5,244 and R$5,170, respectively).

 

Other related parties transactions

 

The commercial notes issued by Afya Brazil on October 15, 2025 are guaranteed by the following subsidiaries: Unigranrio, IESP and DelRey. See note 12.2.1.

 

Key management personnel compensation

 

Key management personnel compensation included in the Company’s consolidated statement of income and other comprehensive income comprised the following:

 

   
  2025 2024 2023
     
Short-term employee benefits 27,160 21,171 16,979
Share-based compensation plans 16,193 19,884 21,380
  43,353 41,055 38,359

 

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 14 for additional information on the share-based compensation plans.