Third Age Health releases 2025 Annual Report
26 June 2025
Third Age Health Annual Report for the year ended 31 March 2025
Third Age Health Services Limited (NZX: TAH) is pleased to release to shareholders its annual report for the year
ended 31 March 2025 (Annual Report).
You may obtain a copy by electronic means, free of charge from our website by accessing the following link:
https://www.thirdagehealth.co.nz/financial-statements/.
Authorised for issue by:
John Fernandes
Chairman
For more information, please contact:
Geraldine Bromley, Head of Finance – Third Age Health
+64 22 127 5598
Geraldineb@thirdagehealth.co.nz
About Third Age Health (NZX:TAH)
Third Age Health is New Zealand’s only specialised provider of general practice health care services for older people living in retirement
villages, private hospitals, secure dementia units as well as in communities across New Zealand. A dedicated Third Age Health clinical team
provides onsite clinics, rostered rounds and after hours on-call healthcare services aimed at supporting the health and wellbeing of older
people to improve quality of life. As well as providing clinical services for 90 aged care facilities throughout New Zealand, Third Age Health
owns several general practices providing quality primary healthcare to people of all ages. www.thirdagehealth.co.nz
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ANNUAL
Report
2025
Our Mission, Vision and Values
FY25 Business Summary
FY25 Financial Summary
Chairman’s Report
CEO’s Report
Scale with Purpose: Expanding Our Reach, Elevating Care
Leading with Purpose
Our Team
Our Board
Consolidated Financial Statements
Directors' Responsibility Statement
Consolidated Statement of Comprehensive Income
Consolidated Statement of Changes in Equity
Consolidated Statement of Financial Position
Consolidated Statement of Cash Flows
Notes to the Consolidated Financial Statements
Independent Auditor's Report
Statement of Corporate Governance
Shareholder and Statutory Information
Corporate Directory
03
04
05
06
09
12
14
17
18
19
20
21
22
23
24
25
57
62
74
80
CONTENTS
Our Vision
Third Age Health is the trusted leader for living well, providing
personalised and comprehensive care at every life stage.
Our Mission
Elevating healthcare to live well.
Our Values
We are one team
We care
We get it done, well
Quality is key. We care for all of our stakeholders – our people,
patients, facilities and shareholders.
We all achieve more when we work together – working with
our stakeholders in all aspects of delivering care.
We have a can-do attitude. We strive to think differently.
We do what needs to be done, to the best of our ability.
We’re innovative, visionary and resourceful. We get it done
and we do it right.
We are persistent, committed and driven to get the best
outcomes for all of our stakeholders – our patients, our
people, clients and shareholders.
We’re committed
3
Estimated % of total NZ Aged
Residential Care (ARC)
population cared for by TAH.
Third Age Health Services Limited (‘Third Age Health’, ‘TAH’) is New Zealand’s leading
provider of quality health care services for older adults, supporting those living in care
homes, hospital level care, secure dementia units, retirement villages and in their own
homes.
TAH operates throughout New Zealand and provides services to some of the largest aged
care providers in the country. In addition, we also have a group of general practices
providing quality primary healthcare for local communities.
FY25 Business Summary
aREAS OF SERVICE
COVERAGE
Estimated market share
of ARC population*.
Number of Aged
Residential Care (ARC)
Facilities we operate
nationally. An increase of
34% (from 67 facilities in
FY24).
Clinicians across
ARC & General Practice.
Combined number of
enrolled patients across
ARC & General Practice.
Third Age Health has
scaled its reach in FY25
90
17%
25,721
112
* Based on actual enrolment to 31 March 2025 and our latest estimates of ARC occupancy across New Zealand according to the Te Whatu Ora ARC
Funding / Service Assessment report (January 2024).
4
FY25 FINANCIAL SUMMARY
5
Financial Highlights $'000
Third Age Health and Controlled Entities
H1H2
%
Change
FY25 FY24
YOY %
Change
Revenue9,4139,668+2.7%19,08115,151+25.9%
Underlying EBIT2,0532,216+7.9%4,2692,606+63.8%
Underlying EBIT Margin21.8%22.9%+1.1%22.4%17.2%+5.2%
Underlying NPBTA
1
1,8582,050+10.3%3,9082,251+73.6%
Underlying NPBTA%
1
19.7%21.2%+1.5%20.5%14.9%+5.6%
Underlying NPATA
2
1,3611,525+12.0%2,8861,708+69.0%
Underlying NPATA%
2
14.5%15.8%+1.3%15.1%11.3%+3.8%
Statutory NPAT1,1541,324+14.7%2,4781,383+79.2%
Statutory NPAT%12.3%13.7%+1.4%13.0%9.1%+3.9%
Diluted Earnings Per Share10.2512.49+21.9%22.7413.59+67.3%
Ordinary Dividends Per Share
(cents)
6.837.88+15.4%14.7110.0746.1%
Return on Equity (TTM)55.3%60.9%+5.6%60.9%47.4%+13.5%
Return on Capital Employed (TTM)35.1%42.8%+7.7%42.8%35.7%+7.1%
Underlying NPBTA is adjusted for non-cash amortisation charges arising as a result of purchase accounting rules and amortisation of software.
1
Underlying NPATA (Net Profit After Tax before Amortisation) is adjusted for non-cash amortisation charges arising as a result of purchase
accounting rules.
2
CHAIRMAN’s REPORT
Dear Shareholders,
It’s been nearly three years since I took on the role of Chairman.
In that time, we moved quickly to orient our strategy around a small
number of simple ideas and to take them seriously.
That meant focusing on delighting customers, running a lean organisation grounded in
Kaizen (aka Lean), and being frugal. It also meant aligning incentives, for example
through implementing a profit-sharing plan for key employees and considering both
opportunity cost and hurdle rates when allocating capital. All with a view to maximising
the average annual rate of increase in intrinsic value per share over time.
That said, not everything has gone smoothly. I've made some mistakes, mostly from
saying yes to a few things I should have said no to. In hindsight, those decisions diverted
focus, consumed time, and created distractions that didn’t serve our goals. While the
costs aren’t always visible in the financials, they are very real. It’s a reminder of the
importance of maintaining a high bar, filtering harder, and being highly selective in how
we allocate time, attention, and capital.
We are applying these learnings as we refine our approach to future opportunities, with
the aim of ensuring that we build not just momentum and sustainability but also protect
the culture we are working hard to build. A key part of that is ensuring that any future
partners share our values.
Financial Performance
FY25 was another year of solid overall performance. Net profit after tax rose by 79.2% to
$2,478k, while underlying NPATA increased by 69.0% to $2,886k, reflecting operating
leverage and improved efficiency across the group.
We completed the acquisition of Hub Aged Care (‘HAC’) in April 2024, extending our
footprint in the Lower North Island. This business has performed ahead of expectations
and has been successfully integrated. Combined with strong organic growth, this has
driven meaningful gains in revenue and operating scale across our ARC business.
Our community general practices also showed encouraging signs of progress. While not
all practices are yet operating at full potential, refinements to the operating model,
improved leadership, and better systems and processes are beginning to translate into
improved profitability. Nevertheless, a meaningful amount of work remains to be done to
improve the operational and financial performance of several practices.
6
Overall, the financial results for FY25 reflect our efforts to run a more efficient
organisation capable of creating and compounding customer value sustainably over
many years.
Capital Allocation
Our approach to capital allocation is simple. We aim to evaluate each opportunity against
the best alternatives available at the time, prioritising those that clear our hurdle rate and
where each dollar retained has a reasonable probability of creating at least a dollar of
market value over a rolling five-year period, rather than pursuing growth for its own sake.
During the year, we allocated capital to investments in our digital clinical portal and AI
trials, which are enhancing the customer experience and improving operational efficiency
positioning us to grow market share over time.
We also repaid $790k of high-cost debt primarily related to the HAC acquisition, reducing
our interest burden by around $75k p.a. based on borrowing rates at the time of
discharge of the loan. Similarly, our modest on-market share buyback, repurchasing
0.50% of shares, was executed when our stock traded below our assessment of per-
share value and in the context of a lower likelihood that higher-return acquisition
opportunities would materialise. We also continued to pay a quarterly dividend.
While we continue to work on sourcing acquisitions within primary care, as previously
mentioned, we are also casting the net wider and are open to purchasing other
businesses provided they share similar commercial characteristics to our ARC business.
Specifically, we are drawn to businesses with recurring and predictable revenue,
favourable long-term demand tailwinds, a small but essential role within a larger value
chain, a demonstrated ability to generate free cash flow and earn returns on tangible
capital in line with our expectations, and potential to serve as a platform for selective
consolidation.
Outlook
We continue to see opportunities to improve how we operate and serve our customers.
Every part of the business, from our ARC footprint to our general practices, has room to
grow, while also becoming more productive and efficient at creating customer value.
Our management team, led by Tony Wai, is making considerable efforts to deliver this.
While we are cautiously optimistic that FY26 will build on the progress made in FY25,
after several years of strong financial performance, we expect organic growth in both
revenue and earnings to be much more modest going forward.
7
Thank You
I've previously mentioned our intention to work on broadening the shareholder base. I’m
pleased to report that these efforts have begun to bear fruit. We’ve welcomed several
new shareholders this year who share our focus on building a durable business that
creates meaningful value over the coming decades.
I want to thank Tony and the wider team for their continued efforts to improve how we
operate and serve our customers. I’m also grateful to our customers and partners for the
trust they place in us every day.
Finally, thank you to all our shareholders for entrusting us with your capital. We are
grateful for your continued support.
Sincerely,
John Fernandes
Chairman
8
CEO’s REPORT
Dear Shareholders,
FY25 was a year of strong delivery across the business.
We expanded our reach, improved operational performance and made
meaningful progress on key strategic initiatives that support scalable, high-quality care.
Impact at Scale
In April 2024, we acquired a majority interest in Hub Aged Care, strengthening our
presence in the Lower North Island. This was followed by onboarding a new ARC facility
in Northland, expanding our footprint as a national provider. These additions have
increased our service coverage and brought more consistency to how we operate across
regions. As a result, Third Age Health now holds an estimated 17% share of the medical
services market for residents in ARC facilities across New Zealand*.
We also launched our proprietary digital clinical portal, live in 13 facilities at the end of
March. The platform streamlines clinical workflows and improves access to real-time
information, allowing our clinicians to spend more time with patients and less on
administration. Early feedback from users has been encouraging and we continue
to invest in further development of the platform to support better outcomes and
operational efficiency.
Alongside the portal, we continued to explore technology that enhances care delivery.
AI transcription has been introduced in our general practices to reduce clinical
documentation load and virtual care solutions have been expanded to improve after-
hours and remote access for ARC residents.
We have also created what we anticipate will become the primary care quality standard
in aged care, (‘Elder Care Standards’), a pivotal achievement in our commitment to
excellence.
Building on Commitment
FY25 saw further embedding of the ‘Third Age Health Way of Working’, our Kaizen-based
business system. This supported streamlined onboarding of new facilities and clinicians,
improved client engagement, and enhanced after-hours service delivery
across ARC.
9
* Based on actual enrolment to 31 March 2025 and our latest estimates of ARC occupancy across New Zealand according to the Te Whatu Ora ARC
Funding / Service Assessment report (January 2024).
Workforce development continues to be a priority. In March 2025, our Nurse Practitioner
Development Programme celebrated its first graduate, an important step in building long
term clinical capacity. We also supported transitions from enrolled nurse to registered
nurse roles and created pathways for early-career doctors to join our network.
We were also proud to launch the Navigating Wellness guidebook for older adults in New
Zealand. Made available nationally in both digital and print, the guide aims to help older
people and their families take a more active role in their health and wellbeing particularly
in rural and underserved areas.
Operational Performance
Our ARC business continues to grow steadily, underpinned by strong demand and the
consistent delivery of care. Including Hub Aged Care, ARC-related enrolled patients grew
to 5,371 and revenue rose 42% to $11.75 million for the year ended 31 March 2025. A
range of breakthrough projects, process improvements and digital tooling have helped
improve how we deliver care at scale.
In community general practice, we saw positive financial momentum. Despite a 1.3%
decline in enrolled patients to 20,350, general practice revenue rose 7% to $7,329k,
with a substantial increase in profitability, driven by process improvements and clearer
accountability across teams. The decline in the number of enrolled patients is a concern
especially given the growing demand for general practice services. We are working to
stabilise our enrolled patient base with appropriate urgency, and then grow it, as we
continue to bring further capacity improvements and focus on attracting new patients
to our clinics.
Sector Outlook
Primary care sector workforce shortages, funding constraints, and increasing
administrative demands continue to place pressure on providers across the system.
While these challenges are not new, their impact is intensifying, and we do not expect
them to ease in the short term.
In aged residential care, delays in admissions, rising patient acuity, and increased
turnover among facility staff all present ongoing challenges. However, these dynamics
also reflect rising demand for the structured, coordinated primary medical care that
our business is built to deliver. In community general practice, pressure on capacity
continues to grow, reinforcing the importance of efficient models of care and strong
clinical leadership.
10
We remain focused on adapting to this evolving environment, supporting our people,
investing in systems that improve productivity, and maintaining the quality and reliability
of care. The fundamentals driving demand for our services remain intact, and we are
confident that by continuing to execute well, we can grow sustainably while creating value
for our clients, clinicians, and shareholders.
I want to thank our clinicians and operational teams for their continued commitment, and
our Board for their ongoing support and guidance. I also want to acknowledge our
customers and partners and thank our shareholders for your trust. We remain focused on
delivering consistent, high-quality care while building a resilient, scalable, and durable
organisation.
Thank you for your continued trust and support.
Sincerely,
Tony Wai
CEO
11
New Zealand is entering a period of significant demographic change. By 2058, people
aged 65 and over are projected to make up 25% of the population, an estimated 1.6
million individuals. The 85+ age group, which typically requires more complex and
intensive care, will also grow substantially. This demographic shift is a key structural
driver of long-term demand for aged residential care, dementia service, and integrated
health solutions.
3
Third Age Health is strategically positioned to meet this rising demand through our
national scale, diversified service model, and continued investment in workforce,
infrastructure, and technology. As the population ages, the need for coordinated,
high-quality care will only intensify, creating a compelling growth trajectory for our
business and sustained value for shareholders.
Expanding Our Reach, Elevating Care
Shaping Aged Care for a Changing New Zealand
Scale with Purpose:
12
Environmental Health Intelligence NZ - https://www.ehinz.ac.nz/indicators/population-vulnerability/age-profile/
3
65 years and over85 years and over
Year
% of total population
202020232028203320382043204820532058206320682073
0
5
10
15
20
25
30
Source: Stats NZ population projections, by age and sex (50th percentile projections), 2020(base)–2073
Projected older adult population, as a percentage of the total population in
New Zealand, 2020-2073
Extending National Coverage and Strength
This year, we have expanded our reach, growing from 67 to 90 ARC facilities, a 34%
increase. This strong performance highlights our ability to scale effectively, meet rising
customer demand, and strengthen our market position.
As New Zealand’s population continues to age, the demand for consistent, coordinated
care is rising. Third Age Health is at the forefront of delivering planned-care solutions
that meet the evolving health needs of older adults and the wider community. Through
integrated services and a proactive scaled approach, our focus on helping people age
well, with dignity and support at every stage continues.
Transformative Change
The Third Age Health Clinical Portal is a proprietary
integrated platform designed to streamline clinical
workflows, enhance operational efficiency, and
significantly reduce administrative burden for both
clients and clinicians. So far, it has been rolled out to
13 facilities, and its implementation has enabled our
clinical teams to continue delivering high-quality
care, improve access to real-time information and
provide more coordinated service delivery. Our vision
is to further evolve the portal with a view to driving
measurable improvements in clinical quality
outcomes and unlocking additional efficiencies
across the organisation.
Alongside the development of the clinical portal, trials
of AI innovation continue to progress across the
organisation. Key initiatives include the use of AI
transcription in our general practice clinics and
enhancements to overall workflow efficiency in age
residential care. We are also increasing the use of
virtual solutions to support remote and after-hours
care delivery, improving access and flexibility.
Growth In Action
13
Driving Value Through Strategic Collaboration
Third Age Health continues to work closely with the Government and the wider healthcare
sector to meet the growing demand of aged care services. Together, we are exploring new
projects aimed at reducing pressure on hospitals by delivering more efficient, innovative
care in the community. These partnerships focus on creating smarter, more sustainable
services that better meet the needs of patients, especially older people and those with
ongoing health needs.
Innovating Care For A Healthier Future
Third Age Health has taken a significant step forward in developing what we anticipate
will become the primary care quality standards in aged care, ‘Elder Care Standards’.
In doing so, we have made a further commitment to excellence in this sector, setting a
new benchmark where industry standards were yet to emerge.
Over the past year, we have participated in industry events, reinforcing our presence and
reputation within the sector. These engagements provided valuable opportunities to
showcase our latest innovation, enabled us to connect with strategic partners, and stay
informed on emerging trends and regulatory developments. Attendance at these events
not only increased brand visibility but also positioned TAH as a thought leader, helping to
shape the conversation around key industry topics.
Our Clinical Change Lead featured on the eHealth panel at the Nursing and
Midwifery Workshop as part of Digital Health Week NZ, hosted by Health
Informatics New Zealand.
The Third Age Health Team contributed to the NZ Association of Gerontology
‘Navigating Ageing’ conference as a trade sponsor, offering copies of our
Navigating Wellness guidebook and supporting the theme which celebrated the
essential contributions of older adults to our society.
LEADING WITH PURPOSE
The Navigating Wellness Guidebook in partnership
with CHT Foundation was launched early in the
financial year and was well received by healthcare
practitioners and older New Zealanders. The
guidebook is available in both print and online format
and has been distributed across the country,
ensuring access in rural and underserved areas with
limited healthcare resources.
14
Workforce Sustainability and Growth
The primary care sector continues to navigate a complex and increasingly challenging
landscape of persistent workforce shortages, constrained funding, and rising
administrative burdens. Although not new pressures, they are intensifying, and further
driven by global demand for healthcare professionals, an ageing clinical workforce, and
evolving patient needs.
In response to these dynamics, Third Age Health is taking steps to ensure the
organisation remains resilient and positioned for sustainable growth by investing in the
development of structured career pathways for General Practitioners (GP) and Nurse
Practitioners (NP), with a focus on attracting and retaining high-calibre clinicians.
Navigating Wellness Guidebook highlights include:
Approximately 5,000 copies distributed
An estimated 7,400 interactions with the digital
version
Approximately 4,200 downloads
100% respondents surveyed said they would
recommend the guidebook to others navigating
primary care in New Zealand.
This invaluable resource has empowered older
adults to take greater control of their health while
providing enhanced access to critical health
information.
15
Third Age Health sponsored a podcast series with Health Informatics New Zealand. This
first series has been well received and results show a sustained listenership, with early
performance metrics indicating good engagement. We delivered three podcasts with a
total of approximately 627 downloads. Our podcasts focused on sector-relevant topics,
featured subject matter guests and thought leaders offering informed perspectives that
align with our strategic priorities.
In March 2025, our Nurse Practitioner
Development Program celebrated its first
graduate, a notable achievement in building
long-term workforce resilience.
Across our clinical network, we continue to
invest in the future of healthcare by supporting
the development of enrolled nurses to
registered nurses and providing training
opportunities for emerging doctors. This
proactive approach helps address the
challenge of senior practitioners leaving the
workforce and ensuring we maintain continuity
of care and support the sustainable growth of
our services.
The Partner of Choice for Facilities Today
Commitment and collaborative care
Facilities appreciate our commitment and the quality of care delivered by our GP/NP
network. We take pride in offering clinical excellence, together with a holistic approach to
care. Facilities value our collaborative approach and close working relationships to ensure
alignment of goals, shared insights, and provide solutions that improve outcomes.
Innovative Improvements
We are constantly looking at innovative improvements to help streamline service delivery
such as the introduction of the Clinical Portal to help reduce administrative burdens on
practitioners so they can dedicate more time to patient care.
Reliable Support
With access to around-the-clock support, our team is often acknowledged for providing
timely and helpful guidance when facilities need it most, and this reliability has founded
many long-term partnerships.
The Team of Choice for Practitioners and Leadership Professionals
Empowering Through Support
Practitioners appreciate the responsiveness of TAH management and the strong sense of
support from the organisation.
Leadership professionals and practitioners alike value that the work is not only rewarding
but also delivers meaningful impact, both for individuals and the communities we serve.
Professional Growth
Our teams embrace the opportunity to continuously develop their skills through skills
training, mentoring, and peer support; key factors that make working with us both
rewarding and future-focused.
Sustainable Career
We offer flexible work arrangements that support different lifestyles and career goals.
Whether it’s adjusting hours, locations, or balancing other commitments, our model
empowers practitioners to shape a work life that suits them, one of the key reasons they
choose to work with Third Age Health.
16
OUR Team
Driving Excellence in Action
Over the year, we have continued to expand our impact, achieving strong results that
reflect our focus on growth and scale. These accomplishments are a direct result of the
dedication, resilience, and collaboration of our incredible team. Their commitment to
excellence, innovation, and compassionate service has been the driving force behind
each milestone to date. Together, we look forward to building on this momentum and
continuing to deliver high-quality care that makes a meaningful difference.
17
Third Age Health Team Highlights
Clockwise Top Left: TAH Team Clinical Portal Workshop, Eastmed Doctors win ProCare’s Most Improved Award,
Devonport Family Medical Centre celebrates team member graduation, Ponsonby Medical Centre end of year gathering,
TAH attends NHC Provider Awards Event.
Our Board
Founder & Non-Executive Director | Appointed November 2010
Bevan founded Third Age Health with the goal of revolutionising the
way that medical services are delivered to people in New Zealand aged
residential care facilities. He is deeply committed to ensuring that Third
Age Health delivers its services innovatively and intelligently.
Bevan Walsh
Chairman | Appointed February 2019
John is CFO of MacroActive and Ruminant BioTech. He has experience
in strategy, finance and continuous improvement within financial services,
telco, media and technology businesses in New Zealand. John has held
roles at Spark, MediaWorks, NZX, Elevation Capital and Goldman Sachs
JBWere, and holds a Master of Business Administration from
The University of Auckland.
John Fernandes
Independent Director | Appointed December 2023
Steffan is a transformative leader in healthcare, with experience as a
pharmacist and CEO. As the former CEO of Tāmaki Health Group, he
enhanced operating profits and developed telehealth options during
the COVID-19 crisis. Before Tāmaki, Steffan led Pharmac.
Steffan Crausaz
Wayne Williams
Independent Director | Appointed June 2021
Wayne is formerly a Partner of KPMG and has close to 30 years’
experience within the health sector. He has worked in line management
and consulting roles within primary care, DHBs and the Ministry of
Health, and he was most recently the CEO of Alliance Health Plus Trust.
18
CONSOLIDATED FINANCIAL STATEMENTS
Third Age Health Services Limited
and subsidiaries
For the year ended 31 March 2025
19
Third Age Health Services Limited
Directors’ responsibility statement
20
The Directors of Third Age Health Services Limited (the “Company”) are pleased to present to
shareholders the Consolidated Financial Statements for Third Age Health Services Limited and its
subsidiaries (“the Group”) for the year ended 31 March 2025.
The Directors are responsible for presenting financial statements in accordance with New Zealand
law and generally accepted accounting practice, which present fairly in all material respects the
financial position of the Group as at 31 March 2025 and the results of its operations and cash flows
for the year ended on that date.
The Consolidated Financial Statements of the Group have been prepared using accounting policies
which have been consistently applied and supported by reasonable judgements and estimates and all
relevant financial reporting standards have been followed.
The Directors believe that proper accounting records have been kept which enable with reasonable
accuracy the determination of the financial position of the Group and facilitate compliance of the
Financial Statements with the Companies Act 1993, NZX Listing Rules and Financial Markets
Conduct Act 2013.
The Directors ensure that they have taken adequate steps to safeguard the assets of the Group and
to prevent and detect fraud and other irregularities. Internal control procedures are also considered to
be sufficient to provide a reasonable assurance as to the integrity and reliability of the Financial
Statements.
The Consolidated Financial Statements presented are signed on behalf of the Board on 26 June 2025
by:
John Fernandes
Chairman
Wayne Williams
Audit Committee Chair
Third Age Health Services Limited
Consolidated Statement of Profit or Loss and Other Comprehensive Income
For the year ended 31 March 2025
21
2025 2024
Notes $000 $000
Revenue 4 19,081 15,151
Cost of services 5 (9,181) (7,535)
Gross profit
9,900 7,616
Other income
58 85
Employees and contractors 7 (3,302) (3,042)
Professional and consulting fees 8 (523) (437)
Other expenses 9 (1,455) (1,226)
Operational expenses
(5,280) (4,705)
EBITDA
4,678 2,996
Amortisation and depreciation 10 (841) (715)
Finance costs 11 (337) (355)
Profit before income tax
3,500 1,926
Income tax expense 13 (1,022) (543)
Profit for the period
2,478 1,383
Other comprehensive income
- -
Total comprehensive income for the period
2,478 1,383
Profit and total comprehensive income attributable to:
Shareholders of the parent
2,339 1,400
Non-controlling interests 28 139 (17)
Profit for the year
2,478 1,383
Earnings per share 15
Basic earnings per share (cents)
23.43 13.99
Diluted earnings per share (cents)
22.74 13.59
These Consolidated Financial Statements are to be read in conjunction with the accompanying notes.
Third Age Health Services Limited
Consolidated Statement of Changes in Equity
For the year ended 31 March 2025
22
Share
Capital
Share-
Based
Payments
Reserve
Retained
Earnings
Non-
controlling
Interest Total
Notes $000 $000 $000 $000 $000
Balance at 1 April 2023
596 645 1,330 (27) 2,544
Prior period error - - (40) - (40)
Revised balance at 1 April 2023 596 645 1,290 (27) 2,504
Profit for the year
- - 1,400 (17) 1,383
Total comprehensive income for
the year
- - 1,400 (17) 1,383
Dividend 14 - - (986) - (986)
Share-based payments 26.2 - 12 - - 12
Balance at 31 March 2024
596 657 1,704 (44) 2,913
Balance at 1 April 2024
596 657 1,704 (44) 2,913
Profit for the year
- - 2,339 139 2,478
Total comprehensive income for
the year
- - 2,339 139 2,478
Dividend 14 - - (1,351) (116) (1,467)
Share buyback 25 (111) - - - (111)
Transfer 27.1 - (634) 634 - -
Share-based payments 26.2 - 8 - - 8
NCI on acquisition - - - 146 146
Balance at 31 March 2025
485 31 3,326 125 3,967
These Consolidated Financial Statements are to be read in conjunction with the accompanying notes.
Third Age Health Services Limited
Consolidated Statement of Financial Position
For the year ended 31 March 2025
23
2025 2024
Notes $000 $000
Current assets
Cash and cash equivalents
16 2,594 1,695
Trade and other receivables
17 1,059 775
Other assets
104 81
Accrued revenue
40 319
Loan receivable
18 - -
Total current assets
3,797 2,870
Non-current assets
Property, plant and equipment
189 123
Right-of-use-assets
19 2,181 2,514
Intangible assets
20 4,773 4,191
Financial assets
20 20
Total non-current assets
7,163 6,848
Total assets
10,960 9,718
Current liabilities
Trade and other payables
22 1,882 1,594
Employee benefits
432 336
Provisions
22 22
Tax liabilities
648 346
Bank Loan
24, 30 59 1,342
Lease liabilities
19 330 306
Total current liabilities
3,373 3,946
Non-current liabilities
Bank loan 24, 30 1,091 -
Other payables 22 6 1
Lease liabilities 19 2,094 2,399
Deferred tax liability 13.2 429 459
Total non-current liabilities
3,620 2,859
Total liabilities
6,993 6,805
Net assets
3,967 2,913
Equity
Share capital
25 485 596
Share-based payment reserve
31 657
Retained earnings
3,326 1,704
Equity attributable to the parent
3,842 2,957
Non-controlling interests
125 (44)
Total equity
3,967 2,913
These Consolidated Financial Statements are to be read in conjunction with the accompanying notes.
Third Age Health Services Limited
Consolidated Statement of Cash Flows
For the year ended 31 March 2025
24
2025 2024
Notes $000 $000
Cash flows from operating activities
Receipts from customers
22,112 16,421
Payments to suppliers and employees
(17,245) (12,948)
Interest received
43 38
Interest paid
(331) (372)
Income taxes paid
(878) (462)
Net cash flows provided by operating activities 12 3,701 2,677
Cash flows from investing activities
Payments for purchase of property, plant and equipment
(116) (17)
Investment in developing intangible assets (36) (132)
Acquisition of business, net of cash acquired
(572) -
Net cash flows used in investing activities
(724) (149)
Cash flows from financing activities
Shares acquired
(111) -
Loan repayments on bank borrowings
(790) (999)
Loan receivable repayments - 80
Payment of lease liabilities 19 (308) (283)
Dividend paid 14 (1,351) (986)
Dividend paid to NCI 14 (116) -
Proceeds from borrowings 21.1 598 -
Net cash flows (used in) / provided by financing activities
(2,078) (2,188)
Net increase in cash and cash equivalents
899 340
Cash and cash equivalents at the beginning of the period
1,695 1,355
Cash and cash equivalents at the end of the period
2,594 1,695
These Consolidated Financial Statements are to be read in conjunction with the accompanying notes.
Third Age Health Services Limited
Notes to the Consolidated Financial Statements
For the year ended 31 March 2025
25
1. Reporting entity
These Consolidated Financial Statements are for Third Age Health Services Limited and its
subsidiaries (the “Group”). The Parent is incorporated and domiciled in New Zealand and registered
under the Companies Act 1993. The parent’s shares are publicly traded on the New Zealand Stock
Exchange (NZX) and are listed on the main board of the NZX. The principal trading activity of the
Group is the provision of medical services to the aged care sector. Those companies included in the
Group are disclosed in note 27.1.
The Consolidated Financial Statements of the Group are for the year ended 31 March 2025. The
Financial Statements were authorised for issue by the Directors as dated in the Directors’
Responsibility Statement.
2. Statement of accounting policies
2.1. Basis of preparation
The Financial Statements have been prepared in accordance with New Zealand Generally Accepted
Accounting Practice (“NZ GAAP”). They comply with the New Zealand equivalents to International
Financial Reporting Standards (“NZ IFRS”) and other applicable Financial Reporting Standards, as
appropriate. These Financial Statements comply with International Financial Reporting Standards
(“IFRS”) as published by the International Accounting Standards Board. For the purposes of
complying with NZ GAAP, the Group is a for-profit entity. These Financial Statements have been
prepared in accordance with the Financial Markets Conduct Act 2013.
2.2. Basis of measurement
Historical cost convention
The financial statements have been prepared under the historical cost convention, except for, where
applicable, the revaluation of financial assets and liabilities at fair value through profit or loss and
financial assets at fair value through other comprehensive income, and certain classes of property,
plant and equipment.
Critical accounting estimates
The preparation of the financial statements requires the use of certain critical accounting estimates. It
also requires management to exercise its judgement in the process of applying the Company’s
accounting policies. The areas involving a higher degree of judgement or complexity, or areas where
assumptions and estimates are significant to the financial statements, are disclosed in note 3.
2.3. Basis of consolidation
The Consolidated Financial Statements incorporate the Financial Statements of the Company and
entities controlled by the Company and its subsidiaries. Control is achieved when the Company:
• has power over the investee
• is exposed, or has rights, to variable returns from its involvement with the investee; and
• has the ability to use its power to affect its returns.
Third Age Health Services Limited
Notes to the Consolidated Financial Statements
For the year ended 31 March 2025
26
The Company reassesses whether or not it controls an investee if facts and circumstances indicate
that there are changes to one or more of the three elements of control listed above.
When necessary, adjustments are made to the Financial Statements of subsidiaries to bring their
accounting policies into line with the Group’s accounting policies.
All intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions
between members of the Group are eliminated in full on consolidation.
2.4. Functional and presentational currency
The individual Financial Statements of each Group entity are maintained in the currency of the
primary economic environment in which the entity operates (its functional currency). For the purpose
of the consolidated Financial Statements, the results and position of each Group entity are expressed
in New Zealand Dollars (NZD), rounded to thousands, which is the functional currency of the
Company and the presentation currency for the consolidated Financial Statements.
The Group has no foreign operations and the functional currency of all the Group subsidiaries is NZD.
2.5. Goods and services tax (GST)
Revenue, expenses, assets and liabilities are recognised net of the amount of goods and services tax
(GST) except:
• Where the amount of GST incurred is not recovered from the taxation authority, it is recognised
as part of the cost of acquisition of an asset or as part of an item of expense; or
• For receivables and payables which are recognised inclusive of GST (the net amount of GST
recoverable from or payable to the taxation authority is included as part of receivables or
payables).
2.6. Financial instruments
Financial assets and financial liabilities are recognised when the Group becomes a party to the
contractual provisions of the instruments.
Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are
directly attributable to the acquisition or issue of financial assets and financial liabilities (other than
financial assets and financial liabilities at fair value through profit or loss) are added to or deducted
from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition.
Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair
value through profit or loss are recognised immediately in profit or loss.
Financial instruments are classified into the following specified categories: ‘fair value through profit or
loss’ (FVTPL), ‘fair value through other comprehensive income’ (FVOCI) and ‘at amortised cost’. The
classification depends on the nature and purpose of the financial instrument and is determined at the
time of initial recognition.
The Group’s financial assets consist of cash, short term deposits, trade receivables and related party
receivables.
Third Age Health Services Limited
Notes to the Consolidated Financial Statements
For the year ended 31 March 2025
27
Financial assets – Cash and short-term deposits
Cash and short-term deposits comprise cash at bank, cash on hand and short-term deposits with a
maturity of three months or less.
Financial assets – Trade and other receivables
Trade receivables are non-derivative financial assets and measured at amortised cost using the
effective interest method less expected credit and loss allowance. Impairment of trade receivables is
recorded through a loss allowance account - Expected Credit Loss (ECL). The amount of the loss
allowance is based on the NZ IFRS 9 simplified ECL approach which involves the Group estimating
the lifetime ECL at each balance date. The lifetime ECL is calculated using a provision matrix based
on historical credit loss experience and adjusted for forward looking factors specific to the debtors and
the economic environment.
Financial assets – Related party receivables
Related party receivables are measured at amortised cost net of any impairment related to credit
losses.
Financial liabilities and equity instruments
Financial liabilities and equity instruments – Equity instruments
An equity instrument is any contract that evidences a residual interest in the assets of an entity after
deducting all of its liabilities. Equity instruments issued by the Group are recognised at the proceeds
received, net of direct issue costs.
Financial liabilities and equity instruments – Financial liabilities
Financial liabilities at amortised cost (including borrowings, related party payables and trade and other
payables) are initially recognised at fair value and subsequently measured at amortised cost using the
effective interest method.
The effective interest method is a method of calculating the amortised cost of a financial liability and
of allocating interest expense over the relevant period. The effective interest rate is the rate that
exactly discounts estimated future cash payments (including all fees and points paid or received that
form an integral part of the effective interest rate, transaction costs and other premiums or discounts)
through the expected life of the financial liability, or (where appropriate) a shorter period, to the net
carrying amount on initial recognition.
Financial liabilities and equity instruments – Derecognition of financial liabilities
The Group derecognises financial liabilities when, and only when, the Group’s obligations are
discharged, cancelled or they expire. The difference between the carrying amount of the financial
liability derecognised and the consideration paid and payable is recognised in profit or loss.
Third Age Health Services Limited
Notes to the Consolidated Financial Statements
For the year ended 31 March 2025
28
2.7. Business combinations
Acquisitions of businesses are accounted for using the acquisition method. The consideration
transferred in a business combination is measured at fair value, which is calculated as the sum of the
acquisition-date fair values of the assets transferred by the Group, liabilities incurred by the Group to
the former owners of the acquiree and the equity interests issued by the Group in exchange for
control of the acquiree. Acquisition-related costs are recognised in profit or loss as incurred.
At the acquisition date, the identifiable assets acquired, and the liabilities assumed are recognised at
their fair value, except deferred tax assets or liabilities, and assets or liabilities related to employee
benefit arrangements which are recognised and measured in accordance with NZ IAS 12 Income
taxes and NZ IAS 19 Employee benefits respectively.
Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any
non-controlling interests in the acquiree, and the fair value of the acquirer’s previously held equity
interest in the acquiree (if any) over the net of the acquisition-date amounts of the identifiable assets
acquired and the liabilities assumed. If, after reassessment, the net of the acquisition-date amounts of
the identifiable assets acquired and liabilities assumed exceeds the sum of the consideration
transferred, the amount of any non-controlling interests in the acquiree and the fair value of the
acquirer’s previously held interest in the acquiree (if any), the excess is recognised immediately in
profit or loss as a bargain purchase gain.
2.8. Current and non-current classification
Assets and liabilities are presented in the Statement of Financial Position based on current and non-
current classification.
An asset is classified as current when: it is either expected to be realised or intended to be sold or
consumed in the company’s normal operating cycle; it is held primarily for the purpose of trading; it is
expected to be realised within 12 months after the reporting period; or the asset is cash or cash
equivalent unless restricted from being exchanged or used to settle a liability for at least 12 months
after the reporting period. All other assets are classified as non-current.
A liability is classified as current when: it is either expected to be settled in the company’s normal
operating cycle; it is held primarily for the purpose of trading; it is due to be settled within 12 months
after the reporting period; or there is no unconditional right to defer the settlement of the liability for at
least 12 months after the reporting period. All other liabilities are classified as non-current.
Deferred tax assets and liabilities are always classified as non-current.
2.9. Issued Capital
Ordinary shares are classified as equity.
Incremental costs directly attributable to the issue of new shares or options are shown in equity as a
deduction, net of tax, from the proceeds.
Third Age Health Services Limited
Notes to the Consolidated Financial Statements
For the year ended 31 March 2025
29
2.10. Dividends
Dividends are recognised when declared during the financial year and no longer at the discretion of
the company.
2.11. Employee benefits
Short-term employee benefits
Liabilities for wages and salaries, including non-monetary benefits, annual leave and long service
leave expected to be settled wholly within 12 months of the reporting date are measured at the
amounts expected to be paid when the liabilities are settled.
Defined contribution superannuation expense
Contributions to defined contribution superannuation plans are expensed in the period in which they
are incurred.
2.12. Provisions
Provisions are recognised when the Company has a present (legal or constructive) obligation as a
result of a past event, it is probable the company will be required to settle the obligation, and a reliable
estimate can be made of the amount of the obligation. The amount recognised as a provision is the
best estimate of the consideration required to settle the present obligation at the reporting date,
considering the risks and uncertainties surrounding the obligation. If the time value of money is
material, provisions are discounted using a current pre-tax rate specific to the liability. The increase in
the provision resulting from the passage of time is recognised as a finance cost.
2.13. Changes in accounting policies
All significant accounting policies have been applied on a basis consistent with those used in the
audited Consolidated Financial Statements of the Group for the year ended 31 March 2024.
2.14. Standards issued but not yet effective
There are new or amended accounting standards mandatory effective 1 January 2025 which the
Group did not adopt earlier.
Amendments to NZ IFRS 1, 7, 9, 10 and IAS 7 – Annual Improvements to NZ IFRS 2024.
Amendments to NZ IFRS 7, 9 – Amendments to the classification of financial instruments
Amendments to IFRS 1 and IAS 21 – Lack of exchangeability
The Group is yet to assess the full impact of these new standards or amendments issued but not due
for adoption by the Group until 1 April 2025 or later. However, they are not at this stage expected to
have a material impact on the Group.
IFRS 18 - Presentation and Disclosure in Financial Statements replacing NZ IAS 1 for periods
beginning or after 1 January 2027.
There is no expected material impact to the Group from the adoption of this standard. The standard is
aimed at creating greater consistency in the preparation of the Consolidated Financial Statements
across entities and providing more granular information. We expect changes to how we present
certain items in the FY28 Consolidated Financial Statements which will retrospectively affect the
comparison period of FY27 when the FY28 statements are released.
Third Age Health Services Limited
Notes to the Consolidated Financial Statements
For the year ended 31 March 2025
30
3. Use of accounting estimates and judgements
The preparation of the financial statements requires management to make judgements, estimates and
assumptions that affect the reported amounts in the financial statements. Management continually
evaluates its judgements and estimates in relation to assets, liabilities, contingent liabilities, revenue
and expenses. Management bases its judgements, estimates and assumptions on historical
experience and on other various factors, including expectations of future events, management
believes to be reasonable under the circumstances. The resulting accounting judgements and
estimates will seldom equal the related actual results. The judgements, estimates and assumptions
that have a significant risk of causing a material adjustment to the carrying amounts of assets and
liabilities (refer to the respective notes) within the next financial year are discussed below.
• Carrying value of intangible assets (note 20)
The company assesses the carrying value at each reporting date of goodwill allocated to each cash
generating unit by value-in-use calculations which require the use of assumptions. These
assumptions include discount rate, terminal growth rate and EBITDA growth as disclosed in note 20
and are based on Company’s best estimate at the date of preparation.
• Expected Credit Loss (ECL)
The allowance for expected credit losses assessment requires a degree of estimation and judgement.
It is based on the lifetime expected credit loss, grouped based on days overdue, and makes
assumptions to allocate an overall expected credit loss rate for each group. These assumptions
include recent sales experience, historical collection rates and forward-looking information that is
available. The allowance for expected credit losses, as disclosed in note 17, is calculated based on
the information available at the time of preparation. The actual credit losses in future years may be
higher or lower.
• Estimation of useful life of assets
The company determines the estimated useful lives and related depreciation and amortisation
charges for its property, plant and equipment and finite life intangible assets. The useful lives could
change significantly as a result of technical innovations or some other event. The depreciation and
amortisation charge will increase where the useful lives are less than previously estimated lives, or
technically obsolete or non-strategic assets that have been abandoned or sold will be written off or
written down.
• Lease term
The lease term is a significant component in the measurement of both the right-of-use asset and
lease liability. Judgement is exercised in determining whether there is reasonable certainty that an
option to extend the lease or purchase the underlying asset will be exercised, or an option to
terminate the lease will not be exercised, when ascertaining the periods to be included in the lease
term. In determining the lease term, all facts and circumstances that create an economical incentive
to exercise an extension option, or not to exercise a termination option, are considered at the lease
commencement date. Factors considered may include the importance of the asset to the company’s
operations; comparison of terms and conditions to prevailing market rates; incurrence of significant
penalties; existence of significant leasehold improvements; and the costs and disruption to replace
the asset. The company reassesses whether it is reasonably certain to exercise an extension option,
or not exercise a termination option, if there is a significant event or significant change in
circumstances.
Third Age Health Services Limited
Notes to the Consolidated Financial Statements
For the year ended 31 March 2025
31
• Incrementation borrowing rate
Where the interest rate implicit in a lease cannot be readily determined, an incremental borrowing rate
is estimated to discount future lease payments to measure the present value of the lease liability at
the lease commencement date. Such a rate is based on what the company estimates it would have to
pay a third party to borrow the funds necessary to obtain an asset of a similar value to the right-of-use
asset, with similar terms, security and economic environment.
4. Revenue recognition
4.1. Revenue from contracts with customers
Revenue has been categorised as consultation revenue, capitation revenue and other revenue.
Consultation revenue
The Group earns revenue from the provision of medical consultation services. Each consultation
performed is a separate performance obligation satisfied at a point in time. The price for each
consultation is a fixed amount based on an agreed rate card with the customer. Revenue is
recognised once the consultation service has been provided. Revenue claims from contracts like ACC
and MOH (General medical, maternity and immunisation claims) with customers is measured at the
fair value of the consideration received or receivable and may be reduced for rebates and other
similar allowances.
Capitation revenue
The Group provides various medical services on a ‘stand ready’ basis on behalf of Primary Health
Organisations (PHOs). This capitation revenue is recognised monthly based on the number of
enrolled patients and the agreed rate for the particular patient. The agreed rate will be affected by the
characteristics of the patient, for example, their age or gender. Revenue is recognised on an over
time basis measured on a time lapsed basis.
Other income
Other income includes interest income. Interest revenue is recognised as interest accrues using the
effective interest method. This is a method of calculating the amortised cost of a financial asset and
allocating the interest income over the relevant period using the effective interest rate, which is the
rate that exactly discounts estimated future cash receipts through the expected life of the financial
asset to the net carrying amount of the financial asset.
Third Age Health Services Limited
Notes to the Consolidated Financial Statements
For the year ended 31 March 2025
32
Revenue from contracts with customers
2025
2024
$000 $000
Capitation revenue
Aged medical care services 3,156 2,308
General practice medical services 4,115 3,887
Consultation revenue
Aged medical care services 8,389 5,906
General practice medical services 2,712 2,425
Other revenue
Aged medical care services 207 69
General practice medical services 502 556
Total revenue from contracts with customers 19,081 15,151
Geographical information
Over the two years covered by the Consolidated Financial Statements, the Group operated in New
Zealand only.
Timing of revenue recognition
2025
2024
$000 $000
Revenue recognised at point in time basis
11,810 8,956
Revenue recognised on a time lapsed basis
7,271 6,195
19,081 15,151
Information about major customers
Included in total revenue are revenues that arose from services provided to the Group’s largest
customers.
The Group derived revenue from the following significant customer:
2025
2024
$000 $000
Customer 1
2,759 2,300
No other single customers contributed 10% or more to the Group’s revenue for both 2025 and 2024.
Third Age Health Services Limited
Notes to the Consolidated Financial Statements
For the year ended 31 March 2025
33
5. Cost of services
Cost of services line includes direct costs of doctors, nurses and medical supplies as well as other
direct costs.
2025 2024
$000 $000
Practitioners (GP’s and nurses) 8,927 7,305
Defined contribution (KiwiSaver)
29 36
Medical supplies 225 194
Total for cost of services 9,181 7,535
6. Segment information
6.1. Products and services from which reportable segments derive their revenue
The segment results disclosed are based on those reported to the CEO and are how the Group
reviews its performance. The Group's reportable segments are as follows:
• Aged medical residential care services, being the provision of medical care services to the aged
care sector.
• General practice medical services, being the provision of primary care services to the community.
6.2. Segment revenues and results
The following is an analysis of the Group’s revenue and results from operations by reportable
segment:
Segment revenue 2025 2024
$000 $000
Aged medical care services 11,752 8,283
General practice medical services 7,329 6,868
Total for continuing operations 19,081 15,151
Segment profit before tax 2025 2024
$000 $000
Aged medical care services 2,816 1,833
General practice medical services 684 93
Total for continuing operations 3,500 1,926
Third Age Health Services Limited
Notes to the Consolidated Financial Statements
For the year ended 31 March 2025
34
Segment profit includes the following items:
For the year ended 31 March 2024 Aged care General practice
medical services medical services
$000 $000
EBITDA 1,839 1,157
Depreciation (6) (384)
Amortisation of intangibles - (325)
Interest expense on leases - (204)
Interest on bank Loan - (151)
Profit before tax 1,833 93
Add back: Loan impairment - -
Profit before tax 1,833 93
Income tax expense (496) (47)
Profit for the period 1,337 46
For the year ended 31 March 2025 Aged care General practice
medical services medical services
$000 $000
EBITDA 2,968 1,710
Depreciation (21) (388)
Amortisation of intangibles (105) (327)
Interest expense on leases - (186)
Interest on bank Loan (26) (125)
Profit before tax 2,816 684
Income tax expense (895) (127)
Profit for the period 1,921 557
EBITDA represents profit before tax excluding amounts for depreciation and amortisation expenses
and interest expenses.
6.3. Segment assets and liabilities
Segment assets 2025 2024
$000 $000
Aged medical care services incl support functions 4,091 2,638
General practice medical services 8,416 8,281
Total segment assets 12,507 10,919
Intercompany elimination (1,547) (1,201)
Total segment assets 10,960 9,718
Segment liabilities
Third Age Health Services Limited
Notes to the Consolidated Financial Statements
For the year ended 31 March 2025
35
2025 2024
$000 $000
Aged medical care services including support functions 3,200 1,461
General practice medical services
5,340 6,545
Total segment liabilities
8,540 8,006
Intercompany elimination (1,547) (1,201)
Total segment liabilities
6,993 6,805
7. Employees and contractors
2025
2024
Note
$000 $000
Salaries and wages
2,664 2,513
Short term incentives
279 197
Defined contribution (KiwiSaver)
131 121
Share based payments expense
26.2
13 12
Employee benefit expense
3,087 2,843
Contractors
215 199
3,302 3,042
The above excludes clinical employee and contractor costs included in cost of services.
8. Professional and consulting fees
2025 2024
$000 $000
Fees payable to auditors 104 70
Accounting and taxation services 55 40
Legal expenses 54 41
Directors' fees 180 180
Listing and share registry costs 38 40
Other consultancy costs 92 66
523 437
Fees payable to our auditor Vikas Gupta of UHY Haines Norton, of $104k relate to fees for the annual
audit of the Consolidated Financial Statements; $69k related to FY25 and $35k related to additional
audit fees for the prior period (2024: $70k). UHY Haines Norton does not perform other assurance or
non-assurance services.
Third Age Health Services Limited
Notes to the Consolidated Financial Statements
For the year ended 31 March 2025
36
9. Other expenses
2025
2024
$000 $000
Technology / IT
720 601
Marketing & PR
24 26
Travel & entertainment
42 38
Professional operational services
212 198
Office and General
457 363
1,455 1,226
10. Amortisation and depreciation
Note
2025
2024
$000 $000
Depreciation on right of use assets
19
362 360
Depreciation on plant, property and equipment
47 30
Amortisation of acquired intangibles
20.3
408 316
Amortisation of software
20.3
24 9
841 715
11. Finance costs
2025
2024
$000 $000
Interest expense on leases 186 204
Interest on bank Loan 151 151
337 355
12. Reconciliation of profit for the year to net cash from
operating activities
Reconciliation of profit for the year to net cash from operating activities
2025
2024
$000 $000
Profit before income tax 3,500 1,926
Adjustments to reconcile profit before tax to net cash flows:
Depreciation 409 390
Amortisation of intangibles 432 325
Share-based payments expense 13 12
Other non-cash adjustments (8) (9)
Third Age Health Services Limited
Notes to the Consolidated Financial Statements
For the year ended 31 March 2025
37
2025
2024
$000 $000
Working capital adjustments:
Trade and other receivables (284) 64
Trade and other payables 294 431
Prior period reclassification 206 -
Impact of working capital acquired 17 -
4,579 3,139
Income tax paid (878) (462)
Net cash from operating activities 3,701 2,677
13. Taxation
13.1. Income tax recognised in profit or loss relating to continuing operations
Current and deferred tax are recognised in profit or loss, except when they relate to items that are
recognised in other comprehensive income or directly in equity, in which case, the current and
deferred tax are also recognised in other comprehensive income or directly in equity respectively.
Where current tax or deferred tax arises from the initial accounting for a business combination, the tax
effect is included in the accounting for the business combination.
Tax expense comprises:
2025
2024
$000 $000
Current income tax
1,205 715
Deferred income tax
(201) (172)
Prior period adjustment
18 -
Total income tax expense recognised in the
current year 1,022 543
Income tax expense for the year can be reconciled to the accounting profit as follows:
2025 2024
$000 $000
Profit before tax 3,500 1,926
Income tax expense calculated at 28% 980 539
Effect of non-deductible expenses 24 13
Tax credit on share-based payments - -
Prior period adjustments 18 (9)
Income tax expense recognised in profit or loss 1,022 543
Third Age Health Services Limited
Notes to the Consolidated Financial Statements
For the year ended 31 March 2025
38
13.2. Deferred tax
The measurement of deferred tax liabilities and assets reflects the tax consequences that would
follow from the manner in which the Company expects, at the end of the reporting period, to recover
or settle the carrying amount of its assets and liabilities.
Deferred tax liability
Deferred tax liability is made up of the following deferred tax assets and liabilities.
2025 2024
$000 $000
Deferred tax asset 892 913
Deferred tax liability (1,321) (1,372)
(429) (459)
Deferred tax assets relate to:
Provisions and accruals 203 149
Lease Liabilities 689 764
892 913
Deferred tax liabilities relate to: 2025 2024
Right-of-use-assets (614) (704)
Intangible assets (707) (668)
(1,321) (1,372)
The movement on deferred tax is summarised as follows.
Provisions
and
accruals
Right-of-
use-
assets
Leases
Intangible
assets
Totals
Notes $000 $000 $000 $000 $000
Opening net deferred tax
asset/(liability)
149 (704) 764 (668) (459)
Additions through
acquisitions
- - - (154) (154)
Recognised in the profit and
loss
54 90 (75) 115 184
Closing net deferred tax
asset/(liability)
12.2 203 (614) 689 (707) (429)
13.3. Imputation credits
The Group had New Zealand imputation credits of $1,237,945 (2024: $891,630) available for use in
subsequent periods.
Third Age Health Services Limited
Notes to the Consolidated Financial Statements
For the year ended 31 March 2025
39
14. Dividends
Ordinary shares 2025 2024
$000 $000
Dividends to shareholders 1,351 986
Dividends to non-controlling interests of Group subsidiaries 116 -
1,467 986
Dividends declared and paid during the year ended 31
March 2025:
Cents per share $000
Interim dividend Q3 3.90 388
Interim dividend Q2 3.55 355
Interim dividend Q1 3.28 328
Final dividend for the year ended 31 March 2024 2.80 280
13.53
1,351
Dividends declared and paid during the year ended 31
March 2024:
Cents per share $000
Interim dividend Q3 3.31 332
Interim dividend Q2 2.34 234
Interim dividend Q1 1.62 162
Final dividend for the year ended 31 March 2023 2.58 258
9.85
986
15. Earnings per share
Basic earnings per share is calculated by dividing the profit attributable to the shareholders of the
parent by the weighted average number of ordinary shares outstanding during the financial year,
excluding treasury shares.
Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to
take into account the after-income tax effect of interest and other financing costs associated with
dilutive potential ordinary shares, and the weighted average number of ordinary shares that would
have been outstanding assuming the conversion of all dilutive potential ordinary shares.
Reconciliation of earnings used in calculating earnings per share
2025
2024
$000 $000
Net profit attributable to the ordinary shareholders of the
parent
2,339 1,400
Earnings used in the calculation of basic earnings per
share
2,339 1,400
Third Age Health Services Limited
Notes to the Consolidated Financial Statements
For the year ended 31 March 2025
40
Weighted average number of shares used as the denominator
2025
2024
Shares Shares
000's 000's
Weighted average number of ordinary shares used as the
denominator in calculating basic earnings per share
9,985 10,004
Adjustments for calculation of diluted earnings per share:
Employee share options 300 300
2025 2024
Shares Shares
000's 000's
Weighted average number of ordinary shares and
potential ordinary shares used as the denominator in
calculating diluted earnings per share
10,285 10,304
Share options issued under ESOP plans are considered as dilutive. A prior year restatement to the
diluted earnings per share has been made to account for ESOP plans.
16. Cash and cash equivalents
2025 2024
$000 $000
Cash on hand and at bank
2,594 1,695
2,594 1,695
17. Trade and other receivables
Current
2025
2024
$000 $000
Trade receivables 1,107 763
Less provision for estimated credit loss (59) (26)
1,048 737
Other receivables 11 38
1,059 775
As at 31 March 2025 95% of the Group's trade receivables are current (2024: 90%). Short-term
receivables from customers (excluding Health NZ funding) are recorded at the amount due, less an
allowance for expected credit losses (ECL). This allowance is calculated using a simplified approach
based on a lifetime ECL. Current provision recorded is immaterial.
Third Age Health Services Limited
Notes to the Consolidated Financial Statements
For the year ended 31 March 2025
41
Expected credit loss rate Carrying amount
Allowance for
expected credit
losses
2025
2024
2025
2024
2025
2024
$000 $000 $000 $000 $000 $000
Current (<30 days) 0% 0% 1,035 666 1 -
30 to 60 days 31% 0% 15 22 5 -
60 to 90 days 74% 0% 11 9 8 -
Over 90 days 98% 38% 46 67 45 26
1,107 763 59 26
18. Loan receivable
Third Age Digital Health Limited loan
2025
2024
$000 $000
Loan receivable - 233
Less provision for doubtful debt - (233)
- -
During the prior financial year, the Board authorised the write-off of the remaining balance of the loan
receivable against the provision. A distribution of $80,000 was received from the liquidators in the
financial year ended 31 March 2024.
19. Right of use assets and lease liabilities
Leases are recognised as a right-of-use asset and a corresponding liability at the date at which the
leased asset is available for use by the Group. Each lease payment is allocated between the liability
and finance cost. The finance cost is charged to profit or loss over the lease period so as to produce a
constant periodic rate of interest on the remaining balance of the liability for each period. The right-of-
use asset is depreciated over the shorter of the asset's useful life and the lease term on a straight-line
basis (6-10 years).
Assets and liabilities arising from a lease are initially measured on a present value basis. Lease
liabilities include the net present value of the following lease payments:
• fixed payments (including in-substance fixed payments), less any lease incentives receivable;
• variable lease payment that are based on an index or a rate;
• amounts expected to be payable by the lessee under residual value guarantees;
• the exercise price of a purchase option if the lessee is reasonably certain to exercise that option,
and
• payments of penalties for terminating the lease, if the lease term reflects the lessee exercising
that option.
The lease payments are discounted using the interest rate implicit in the lease, if that rate can be
determined, or the Group's incremental borrowing rate.
Right-of-use assets are measured at cost comprising the following:
• the amount of the initial measurement of lease liability.
Third Age Health Services Limited
Notes to the Consolidated Financial Statements
For the year ended 31 March 2025
42
• any lease payments made at or before the commencement date, less any lease incentives
received.
• any initial direct costs, and
• restoration costs.
Amounts recognised in the balance sheet
Right-of-use assets
2025
2024
$000 $000
Opening balance
2,514 2,967
Additions
- -
Lease reassessments
29 (93)
Depreciation
(362) (360)
Closing balance
2,181 2,514
Lease liabilities
2025
2024
$000 $000
Opening balance
2,705 3,038
Additions
- -
Lease reassessments
27 (50)
Interest
185 204
Lease repayments
(493) (487)
Closing balance
2,424 2,705
Current
330 306
Non-current
2,094 2,399
2,424 2,705
Amounts recognised in the statement of profit or loss
2025
2024
$000 $000
Depreciation of right-of-use assets
362 360
Interest expense (included in finance cost)
185 204
Short term office rent (included in office and general)
32 28
Variable lease (included in office and general & other expenses)
139 119
The total cash outflow for leases in the 12-month period ended March 2025 was $632k (2024: $606k).
The future minimum rentals payable under non-cancellable operating leases are $844k (2024:
$1,337k)
Third Age Health Services Limited
Notes to the Consolidated Financial Statements
For the year ended 31 March 2025
43
20. Intangible assets
2025 2024
Notes
$000 $000
Goodwill 20.1 2,078 1,651
Intangibles 20.2 2,695 2,540
4,773 4,191
20.1. Goodwill
Goodwill arising on an acquisition of a business is carried at cost as established at the date of
acquisition of the business less accumulated impairment losses, if any.
2025 2024
Note $000 $000
Opening balance
1,651 1,651
Additions from HAC acquisition 21.1 427 -
Closing balance
2,078 1,651
Goodwill impairment
- -
Net carrying amount of goodwill
2,078 1,651
As at 31 March 2025 goodwill related to the age medical care services segment was $427k (FY24:
nil) and goodwill related to the general practice medical services was $1,651k (FY24: $1,651k).
20.2. Impairment of goodwill
For the purposes of impairment testing, goodwill is allocated to each of the Group's cash-generating
units (or groups of cash-generating units) that is expected to benefit from the synergies of the
combination.
A cash-generating unit to which goodwill has been allocated is tested for impairment annually, or
more frequently when there is an indication that the unit may be impaired. If the recoverable amount
of the cash-generating unit is less than its carrying amount, the impairment loss is allocated first to
reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the
unit pro-rata based on the carrying amount of each asset in the unit. Any impairment loss for goodwill
is recognised directly in profit or loss. An impairment loss recognised for goodwill is not reversed in
subsequent periods.
Goodwill has been allocated for impairment testing purposes to Hawkes Bay Wellness Centre Limited
(HBWC), Belmont Medical Centre Limited (BMC), Ponsonby Medical (Third Age Health) Limited
(PMC), Devonport Family Medicine (Third Age Health) Limited (DFM), EastMed St Heliers Limited
(EastMed) and Hub Aged Care Limited (HAC). Each individual acquisition is considered a Cash
Generating Unit (CGU).
Third Age Health Services Limited
Notes to the Consolidated Financial Statements
For the year ended 31 March 2025
44
The allocation of goodwill for each CGU is as follows:
2025 2024
$000 $000
Hawkes Bay Wellness Centre Limited (HBWC)
408 408
Belmont Medical Centre Limited (BMC)
13 13
Ponsonby Medical (Third Age Health) Limited (PMC)
375 375
Devonport Family Medicine (Third Age Health) Limited (DFM)
65 65
EastMed St Heliers Limited (EMSHL)
790 790
Hub Aged Care Limited (HAC) (Acquired 1 April 2024)
427 -
2,078 1,651
For the 2025 reporting period, the recoverable amount of the CGUs was determined based on value-
in-use calculations which require the use of assumptions. The calculation uses cash flow projections
based on a financial forecast approved by the Board plus year 1 to 5 growth rate for the HBWC CGU.
Actual FY25 results plus year 1 to 5 growth rate have been applied for all other CGU’s. The most
conversative approach has been taken as the base for each CGU, being either forecast or actual
FY25.
A forecast was generated to model the expected growth of the six CGUs. The following table sets out
key assumptions within the forecast:
Discount rate (pre-tax)
16 -18%% (2024: 18%)
Terminal growth rate 3% (2024: 2%)
Year 1 - 5 growth rate 3% (2024: 3%)
Assumption Approach used for determining values
Discount rate Based on the Company’s WACC calculated using CAPM modelling.
Terminal growth rate Based on historical long run inflation rate.
Year 1 - 5 growth rate Based on management’s estimate of available growth in patient base,
historical results and industry standards.
If any one of the following changes were made to the above key assumptions, the carrying amount
and the recoverable amount would be equal.
HBWC BMC PMC
DFM
EMSHL
HAC
2025 2025 2025 2025 2025 2025
Year 1 – 5 growth rate
No
reasonably
possible
movement
No
reasonably
possible
movement
No
reasonably
possible
movement
No
reasonably
possible
movement
Reduction
from 3%
growth to
negative
2% growth
No
reasonably
possible
movement
Discount rate
No
reasonably
possible
movement
No
reasonably
possible
movement
No
reasonably
possible
movement
No
reasonably
possible
movement.
Increase
from 18%
to 25%
pre-tax
No
reasonably
possible
movement
Growth rate beyond year 5
No possible
rate
No possible
rate
No possible
rate
No possible
rate
Reduction
from 3% to
0%
No possible
rate
Third Age Health Services Limited
Notes to the Consolidated Financial Statements
For the year ended 31 March 2025
45
The value-in-use is estimated to exceed the carrying amount of EastMed by $0.2 million. As such,
there has been no impairment of the asset during the year.
20.3. Other intangible assets
Intangible assets with finite useful lives that are acquired separately are carried at cost less
accumulated amortisation and accumulated impairment losses. Amortisation is recognised on a
straight-line basis over their estimated useful lives. The estimated useful life and amortisation method
are reviewed at the end of each reporting period, with the effect of any changes in estimate being
accounted for on a prospective basis.
As a result of the acquisition of General Practices (GP), separately identified intangible assets have
been recognised from the patient enrolled database of the general practices and an ongoing funding
agreement with the Primary Health Organisations (PHOs). As a result of the acquisition of Aged
Residential Care (ARC) business, separately identified intangible assets have been recognised from
the enrolled service users (beds under care) and an ongoing funding agreement with the Primary
Health Organisations (PHOs).
Software
development
Patient
database
Enrolled service
users (beds under
care)
PHO
agreement
Total
$000 $000 $000 $000 $000
Cost:
Balance at 31 March 2024 169 1,368 - 1,796 3,333
Additions 36 - - - 36
Additions from acquisitions - - 467 84 551
Disposals / retirements - - - - -
Balance at 31 March 2025 205 1,368 467 1,880 3,920
Accumulated depreciation:
Balance at 31 March 2024 (12) (332) - (449) (793)
Amortisation expense (24) (142) (78) (188) (432)
Balance at 31 March 2025 (36) (474) (78) (638) (1,225)
Carrying amount at 31 March
2025
169 894 389 1,243 2,695
Carrying amount at 31 March
2024
157 1,036 - 1,347 2,540
A patient database and PHO agreement was acquired on the acquisition of each GP clinic. A number
of enrolled service users (beds under care) as well as PHO agreement was acquired on each ARC
acquisition. The patient database and PHO agreement for each General Practise acquisition are
amortised on a straight-line basis over ten years. The enrolled service users (beds under care) as well
as the PHO agreement for the ARC acquisition is amortised on a straight-line basis over six years.
The remaining useful life for each acquired GP clinic’s patient database, ARC enrolled service users
and PHO agreements is as follow as at 31 March 2025 is as follows:
HBWC BMC PMC DFM EMSHL HAC
Remaining useful life (years) 3.0 6.5 7.0 7.0 7.5 5.0
Third Age Health Services Limited
Notes to the Consolidated Financial Statements
For the year ended 31 March 2025
46
21. Business combinations
21.1. Acquisition
On 1 April 2024 the Company acquired a 70% share of Hub Aged Care Limited, a Wellington based
aged residential care provider. The acquisition supports the Company’s growth strategy in the Lower
North Island region, an essential part of expanding our national coverage and continuing to develop
the model of healthcare for older people.
The complete results of the Hub Aged Care Limited since acquisition are included in these
Consolidated Financial Statements for the period ended 31 March 2025, contributing $1,626k to
Group revenues and $523k to Group EBITDA.
Details of the fair value of identifiable assets and liabilities, acquired purchase consideration and
goodwill are as follows:
Hub Aged Care
$000
Cash settlement 1 April 2024 598
Cash settlement 31 May 2024 26
Contingent consideration (1 April 2024) at fair value 118
Total fair value of consideration transferred 742
Fair value of NCI on acquisition 135
Current assets
Cash and cash equivalents 52
Trade receivables 122
Non-current assets
Property, plant and equipment 2
Intangible assets (excluding goodwill) 551
Total assets acquired 727
Current liabilities
Trade and other liabilities (13)
Accrued expenses (66)
GST and Income Tax (43)
Non-current liabilities
Deferred tax liability on intangibles (154)
Total liabilities acquired (276)
Total net assets acquired 451
Goodwill 427
Third Age Health Services Limited
Notes to the Consolidated Financial Statements
For the year ended 31 March 2025
47
The total nominal consideration transferred or to be transferred to the vendors is as follows:
• $598,000 in cash paid on 1 April 2024.
• $26,090 in cash paid on 31 May 2024 as a working capital adjustment being 50% of current
assets less current liabilities at acquisition date per the sale and purchase agreement.
• $130,000 in deferred contingent consideration considered payable on 1 April 2025, if certain
conditions are met (discussed below).
The $130,000 in total deferred contingent consideration ($65,000 each) is payable to two of the
vendors if the following conditions are met:
o The patient numbers after 12 months are the same or greater than the forecast confirmed
and agreed by the parties.
o Net profit is maintained or greater for the 12 months post completion.
The fair value of the deferred consideration under IFRS 13 has been calculated using net present
value at the incremental borrowing rate of 10.3%. No risk portion calculation is deemed necessary.
The fair value of the $130,000 deferred contingent consideration is $117,860. The difference of
$12,140 is recorded as a monthly interest expense until payable on 1 April 2025.
The total fair value of all consideration is $741,950.
The expenses relating to the acquisition of Hub Aged Care are the following:
• $17,200 in legal fees incurred in the 2024 financial year. These have been included in the
profit and loss in the 2025 financial year.
• $12,140 in interest costs from discounting the contingent consideration payable 1 April 2025
to fair value at acquisition date.
At acquisition date the company held trade receivables with a book and fair value of $122,091. All
contracted cash flows were expected to be collected on all receivables and no bad debts were
recorded.
An assessment of goodwill is tested for impairment annually, or more frequently when there is an
indication that the unit may be impaired, note 20. The goodwill recognised will not be deductible for
tax purposes.
Goodwill arises on the acquisition of subsidiaries. Goodwill represents the excess of the purchase
consideration over the fair value of the net identifiable tangible and intangible assets at the time of
acquisition. Management has used its past established experience of sales growth and synergistic
savings to determine their expectations for the future. The goodwill incorporates the expected
synergies from local knowledge and contacts with our national know-how and proven best practice.
The goodwill on acquisition of Hub Aged Care has been allocated to the aged medical care services
segment. Deferred tax liability of 28% on intangible assets is calculated at the time of acquisition, the
minority interest portion is considered as immaterial.
Third Age Health Services Limited
Notes to the Consolidated Financial Statements
For the year ended 31 March 2025
48
The value of the NCI is based on the fair value of net identifiable assets acquired based on the portion
of net identifiable assets owned by the NCI.
22. Trade and other payables
Current
2025
2024
$000 $000
Trade payables
739 781
GST payable
292 253
Liability for cash settled options
- -
Deferred consideration on acquisition
130 -
Accruals and other payables
721 560
1,882 1,594
Non-current
2025
2024
$000 $000
Liability for cash settled options
6 1
Accruals and other payables
- -
6 1
Current trade payables are typically paid within 30 days of the invoice date or on the 20th of the
month following the invoice date.
23. Financial instruments
2025
2024
Financial assets Notes
$000 $000
Financial assets at amortised cost
Cash and cash equivalents 16 2,594 1,695
Trade receivables 17 1,059 775
Loan receivable 18 - -
Financial liabilities
Financial liabilities at amortised cost
Trade and other payables 22 1,888 1,595
Bank loan 30 1,150 1,342
Lease Liabilities 19 2,424 2,705
Third Age Health Services Limited
Notes to the Consolidated Financial Statements
For the year ended 31 March 2025
49
23.1. Fair value measurements
As at 31 March 2024, the Group had one investment in Phoenix Health Hub measured at fair value
consistent with the prior year. This investment was sold for $1 back to Phoenix Health Hub on the 9
th
of August 2024.
The net carrying value of all other financial instruments is considered a reasonable approximation of
fair value.
24.Financial risks
This note presents information about the Group's exposure to each financial risk and how those risks
are managed.
24.1. Interest rate risk
As at 31 March 2025, the Company had two floating rate bank loans. The balance as at 31 March
2025 on the floating rate bank loans were $540k and $607k at an interest rate of 8.05% prior to IFRS
9 adjustment. The floating facility of $200,000 of which nil has been drawn down as at 31 March 2025
has a current rate of 8.54% (note 31).
2025
2024
$000 $000
+1% (100 basis points)
12 13
-1% (100 basis points)
(12) (13)
24.2. Credit risk
Credit risk is the risk of the failure of a debtor or counterparty to honour its contractual obligation
resulting in financial loss to the Group.
Financial assets, which potentially subject the Group to credit risk, consist principally of cash and
cash equivalents, trade and other receivables, and loan receivables. The maximum credit risk at 31
March 2024 and 2025 is the carrying value of these assets on the balance sheet. The Directors
consider the Group's exposure to credit risk from cash and cash equivalents and trade and other
receivables to be minimal given that
•The Group's cash and cash equivalents are held with ANZ, Westpac, BNZ, ASB and Kiwibank.
ANZ, Westpac, BNZ and ASB are all rated AA- based on rating agency Standard & Poors.
Standard & Poors no longer rate Kiwibank, but ratings from Moody’s Investor Services and Fitch
are A1 and AA respectively.
•The Group's customers are typically low credit risk and, historically, there has been minimal bad
debt expense recorded.
24.3. Liquidity risk
The Group manages liquidity to ensure that it has sufficient liquidity to meet its liabilities when due.
Ultimate responsibility for liquidity risk management rests with the Board of Directors. The Group
manages liquidity risk through continuous cash management and monitoring of forecast and actual
cash flows.
Third Age Health Services Limited
Notes to the Consolidated Financial Statements
For the year ended 31 March 2025
50
The Group and their related entities do not use supplier finance agreements to extend payment terms
further than the date on the supplier invoice.
Financing arrangements
Unused borrowing facilities at the reporting date:
2025
2024
$000 $000
Bank overdraft
200 750
Bank loans
- -
200 750
24.4. Maturity profile
The following table details the Group’s exposure to liquidity risk.
Contractual maturity dates
Notes Less than one
year
Greater than
one year
Greater than
five years
Total
Financial liabilities as at
31 March 2025:
$000 $000 $000 $000
Trade and other payables 22 1,882 6 - 1,888
Lease liabilities 19 330 1,745 349 2,424
Bank loan 30 59 1,091 - 1,150
2,271 2,842 349 5,462
Notes Less than one
year
Greater than
one year
Greater than
five years
Total
Financial liabilities as at
31 March 2024:
$000 $000 $000 $000
Trade and other payables 22 1,594 1 - 1,595
Lease liabilities 19 306 1,794 605 2,704
Bank loan 30 1,342 - - 1,342
3,242 1,795 605 5,641
Lease liabilities are discounted to present value and include any extended terms expected to be
utilised as at balance date. Bank loans represent the principal portion only.
Capital risk management
The Group manages its capital (comprising of cash and cash equivalents) to ensure that entities in
the Group will be able to continue as going concerns while maximising the return to stakeholders
through the optimisation of the debt and equity balance.
Third Age Health Services Limited
Notes to the Consolidated Financial Statements
For the year ended 31 March 2025
51
25. Share Capital
Ordinary shares
All ordinary shares rank equally with one vote attached to each fully paid share. Total issued share
capital is 9,954,491 ordinary shares (2024: 10,004,149).
Authorised
Issued Total issued and fully
Share Capital
paid shares
$000 $000 000's
Balance at 1 April 2024
596 596 10,004
Shares repurchased (111) (111) (50)
Shares issued
- - -
Balance at 31 March 2025
485 485 9,954
Balance at 1 April 2023
596 596 10,004
Shares repurchased
- - -
Shares issued - - -
Balance at 31 March 2024
596 596 10,004
On 19 August 2024, the Group announced an on-market share buy back programme of purchase up
to 5% of its ordinary shares with resulting buyback shown in shares repurchased above.
26. Share-based payments
26.1. Employee Share Option Plan (ESOP)
ESOP - CEO
On the 4 September 2021 (grant date) the Board approved the offer of 300,000 options, 183,000
equity-settled options and 117,000 cash-settled options, under a ESOP to the CEO, Tony Wai. The
options vest in three tranches; 60,000, 90,000 and 150,000. Vesting is subject to continued
employment and total return to shareholders being 26% per annum achieved by 27 September 2024,
27 September 2025, and 27 September 2026 since grant date with the expiry date of the options one
year after the date of vesting. Tranche one of the options did not vest at 27 September 2024 but may
vest in the future should the total return to shareholders threshold be met at a future assessment
date.
The company assesses valuation and corresponding expense for share-based payments using the
Monte Carlo simulation valuation model.
Third Age Health Services Limited
Notes to the Consolidated Financial Statements
For the year ended 31 March 2025
52
2025 2024
Financial liabilities as at 31
March 2025:
Number of
options
Weighted
average exercise
price
Number of
options
Weighted
average
exercise price
Outstanding as at 1 April 300,000 2.36 325,000 2.33
Forfeited during the year - - (25,000) (2.00)
Exercised during the year - - - -
Granted during the year - - - -
Outstanding as at 31 March 300,000 2.36 300,000 2.36
Exercisable as at 31 March - - - -
26.2. Share-based payments expense
2025
2024
Employee share option plan:
$000 $000
Share-based payments expense equity-settled 8 11
Share-based payments expense cash-settled 5 1
Employee share purchase plan 13 12
27. Related party transactions
27.1. Group composition
The parent entity is Third Age Health Services Limited, a company incorporated in New Zealand. The
Group had the following subsidiaries as of 31 March 2025.
Subsidiary name
Country of
incorporation
Ownership
2025
Ownership
2024
Hawkes Bay Wellness Centre Limited New Zealand
100% 100%
Belmont Medical Centre Limited New Zealand
100% 100%
Ponsonby Medical (Third Age Health) Limited New Zealand
100% 100%
Third Age Employee Share Purchase Plan Trust New Zealand
- 100%
Devonport Family Medicine (Third Age Health) Limited New Zealand
100% 100%
EastMed St Heliers Limited New Zealand
67% 67%
Hub Aged Care Limited (acquired on 1 April 2024) New Zealand
70% -
On 9th August 2024, the Company sold its 10% share back to Phoenix Health Hub Limited for the
nominal value of $1. The Company had not invested any funds in Phoenix Health Hub, nor had it
paid for the shares. The investment was held at nil fair value as at 31 March 2024 so no profit or loss
is attributable to the Group.
On 17th February 2025 the Third Age Employee Share Purchase Plan Trust was wound up, as the
share purchase plan was no longer active. The remaining equity balance of the Third Age Employee
Share Purchase Plan Trust has been transferred to retained earnings.
Third Age Health Services Limited
Notes to the Consolidated Financial Statements
For the year ended 31 March 2025
53
The Group's ownership interest in all subsidiaries is equal to its proportion of voting rights held. The
Group has no restrictions relating to its ability to access or use the assets and settle the liabilities of
the Group.
27.2. Related party transactions
2025 2024
$000 $000
John Fernandes
Director and
shareholder
Director
fees 63 63
Bevan Walsh
Director and
shareholder
Director
fees 35 35
Norah Barlow
(resigned 26 November
2023)
Director and
shareholder
Director
fees - 25
Wayne Williams Director
Director
fees 45 45
Steffan Crausaz
(appointed 26 November
2023) Director
Director
fees 37 12
Directors’ fees for John Fernandes, Norah Barlow, Steffan Crausaz and Wayne Williams also include
fees as members of the Audit Committee. Wayne Williams, Audit Committee Chair, receives a fee of
$10,000 per annum, while Steffan Crausaz and John Fernandes receive a fee of $2,500 per annum.
27.3. Key management personnel compensation
2025
2024
$000 $000
Short term benefits
CEO remuneration: Tony Wai 456 447
Other key management personnel 1,021 958
Directors 180 180
1,657 1,585
Long term benefits
Share-based payments 13 12
1,670 1,597
Remuneration of the CEO is based on a base of $306k and Short -Term Incentive Pool (STI) capped
at $150k. The STI is at risk based on achievement of organic revenue and profit growth targets. It is
only payable where actual growth exceeds a minimum threshold, with maximum payment reached
when growth exceeds 15%. Payment on the due date is also conditional on compliance with all
relevant laws and regulations governing the Company.
Third Age Health Services Limited
Notes to the Consolidated Financial Statements
For the year ended 31 March 2025
54
28. Non-Controlling Interests
Hub Aged Care Limited in the aged medical care services segment, a 70% owned subsidiary of the
Company is material to the group and has material non-controlling interests (NCI) which was acquired on 1
April 2024.
Summarised financial information in relation to Hub Aged Care Limited, before intra-group eliminations, is
presented below together with amounts attributable to NCI:
2025
$000
Revenue 1,626
Interest income 2
Finance costs -
Depreciation and amortisation (94)
All other income and expenses (820)
Income tax expense (200)
Profit for the period 514
Profit / (loss) allocated to NCI 154
2025
$000
Cash and cash equivalents
266
Other current assets
176
Total current assets
442
Total non-current assets
478
Total assets
920
Total current liabilities
214
Total non-current liabilities
128
Total liabilities 342
Net Assets 578
Net Assets attributable to the NCI 173
Third Age Health Services Limited
Notes to the Consolidated Financial Statements
For the year ended 31 March 2025
55
Summary Statement of Cashflows for Hub Aged Care Limited
2025
$000
Net cash flows from operating activities 620
Net cash used in investing activities (19)
Net cash flows (used in) / provided by financing activities
(387)
Net increase in cash and cash equivalents 214
Net cashflows / (outflows) NCI 64
Dividends paid to NCI during the year (in financing
activities) (116)
EastMed St Heliers Limited in the General practice medical services segment, a 67% owned subsidiary of
the Company is not material to the group and has an NCI. Eastmed St Heliers Limited contributed the
following to the group before intra-group eliminations, is presented below together with amounts
attributable to NCI:
2025 2024
$000 $000
Profit for the period (48) (51)
Profit / (loss) allocated to NCI (15) (17)
29. Contingent liabilities and contingent assets
The Group has a contingent liability for the deferred consideration for HAC as at 31 March 2025 (refer
note 21.1) (2024: nil). The Group had no contingent assets as at 31 March 2025 (2024: Nil).
30. Bank loan
The Company entered into a $3 million debt facility in the financial year ending 31 March 2023 with
ANZ Bank New Zealand Limited to provide capital to support the Group’s planned acquisition
strategy. The ANZ loan facility balance as at 31 March 2025 was as follows:
1. $541k term loan, with a floating rate of 8.05% as at 31 March 2025, maturing on 24 November
2028;
2. $609k term loan, with a floating rate of 8.05% as at 31 March 2025, maturing on 29 November
2028;
3. $200k floating facility with nil drawn, at current rate as at 31 March 2025 of 8.54%
Security for the loan and overdraft are a first ranking security over the Company and the Group which
includes cross guarantees and indemnity of debt. Annual audited financial statements and annual
budget are required to be provided annually to ANZ Bank New Zealand Limited.
Total interest charged on the loan in the period was $139,297 (FY24: $151,312).
Third Age Health Services Limited
Notes to the Consolidated Financial Statements
For the year ended 31 March 2025
56
Current
2025
2024
$000 $000
Bank loan
59 1,342
Non-current
2025
2024
$000 $000
Bank loan
1,091 -
Unrestricted access was available at the reporting date to the following lines of credit:
Total facilities
2025
2024
$000 $000
Bank loan
1,150 1,342
Overdraft
200 750
1,150 2,092
Used facilities
2025
2024
$000 $000
Bank loan
1,150 1,342
Overdraft
- -
1,150 1,342
Available facilities
2025
2024
$000 $000
Bank loan
- -
Overdraft
200 750
200 750
31. Subsequent events
31.1. Final dividend declared
On 30 May 2025 the Board declared a final dividend for the year of 3.98 cents per share taking the
total dividend for the year to 14.71 cents per share.
No other matter or circumstances has occurred subsequent to year end that has significantly affected
or may affect, the operations of the Group, the results of those operations or the state of affairs of the
entity in subsequent financial years.
Independent Auditor’s Report
To the Shareholders of Third Age Health Services Limited
Opinion
I have audited the consolidated financial statements of Third Age Health Services Limited (“the Company”)
and its subsidiaries (“the Group”), which comprise:
• the consolidated statement of financial position as at 31 March 2025;
• the consolidated statement of profit or loss and other comprehensive income, consolidated
statement of changes in equity and consolidated statement of cash flows for the year then ended;
and
• the notes to the consolidated financial statements, including a summary of material accounting
policies.
I am a partner with UHY Haines Norton Chartered Accountants Sydney (the Firm) and I have used the staff
and resources of the Firm to perform the audit of the Group.
In my opinion, the accompanying consolidated financial statements present fairly, in all material respects,
the consolidated financial position of the Group as at 31 March 2025, and its consolidated financial
performance and its consolidated cash flows for the year then ended in accordance with New Zealand
Equivalents to International Financial Reporting Standards (“NZ IFRS”) issued by the New Zealand Accounting
Standards Board and IFRS Accounting Standards (“IFRS”) issued by the International Accounting Standards
Board.
Basis for Opinion
I conducted my audit in accordance with International Standards on Auditing (New Zealand) (“ISAs (NZ)”)
issued by the New Zealand Auditing and Assurance Standards Board. My responsibilities under those
standards are further described in the Auditor’s Responsibilities for the Audit of the Consolidated Financial
Statements section of my report.
I am independent of the Group in accordance with Professional and Ethical Standard 1 International Code of
Ethics for Assurance Practitioners (including International Independence Standards) (New Zealand) issued by
the New Zealand Auditing and Assurance Standards Board and the International Ethics Standards Board for
Accountants’ International Code of Ethics for Professional Accountants (including International Independence
Standards) (IESBA Code), and I have fulfilled my other ethical responsibilities in accordance with these
requirements and the IESBA Code.
I believe that the audit evidence I have obtained is sufficient and appropriate to provide a basis for my
opinion.
57
Other than in my capacity as auditor, neither myself, the firm or the firm’s staff have no relationship with, or
interests in, the Group.
Key Audit Matters
Key audit matters are those matters that, in my professional judgement, were of most significance in my
audit of the consolidated financial statements of the current year. These matters were addressed in the
context of my audit of the consolidated financial statements as a whole, and in forming my opinion thereon,
and I do not provide a separate opinion on these matters.
Why the audit matter is significant How my audit addressed the key audit matter
Revenue recognition
The Group has recognised revenue of $19.08m
(FY 2024: $15.15m) (Note 4). Revenue is a key
focus of shareholders, directors and
management in measuring the Group’s progress
towards its growth objectives.
The Group’s principal revenue stream, the
provision of consultation services, continues to
be recognised at the point in time at which the
service is provided.
The Group’s other significant revenue stream,
the provision of capitation services, is recognised
over time as the service is provided.
To address the risk associated with revenue
recognition, the following audit procedures were
carried out:
•Reviewed revenue recognition policies for
appropriateness and compliance with the
requirements of the relevant accounting
standard NZ IFRS 15;
•Performed Substantive Analytical review
procedures;
•Selected a sample of transactions and agreed
them to supporting documentation such as
invoices, cash receipt and assessed whether all
criteria related to revenue recognition has
been met before being recognised as revenue;
•Reviewed credit notes posted after year end to
ascertain correct revenue recognition during
the year;
•Performed revenue cut off procedures by
selecting revenue samples before and after
year end and testing that revenue is recorded
in the correct period;
•Reviewed manual revenue journals as part of
the journal entry testing process with the
criteria specifically targeting unusual entries to
revenue accounts; and
•Assessed the reasonability and completeness
of the revenue related disclosures to test
compliance with the requirements of the
accounting standards.
58
Why the audit matter is significant How my audit addressed the key audit matter
Intangible assets & Goodwill
The Group has significant intangible assets relating
to the acquisitions made in current and previous
periods which are subject to annual impairment
testing.
The Group has significant intangible assets with
finite useful lives including software, patient
database, enrolled service users and PHO
agreement totalling $2.69m (note 20) as at 31
March 2025 that are amortised over their useful life.
In addition, there is a significant goodwill balance
recorded of $2.08 million (note 20) as at 31 March
2025.
Significant judgements and assumptions are
involved in the estimation of asset’s recoverable
values, including cash flow estimates, growth and
discount rates.
I consider this area to be significant due to the
extent of significant auditor judgements and effort
involved in assessing the reasonability of key
assumptions.
To address the risk associated with intangible
balance, the following audit procedures were
carried out:
•Assessed whether the methodology applied
by the Group met the requirements of NZ
IFRS;
•For the value in use calculations, I
independently calculated an auditor’s
estimate and compared this with
management’s assessment and the
relevant carrying amount. This involved
developing appropriate estimates of cash
flows, growth rates and discount rates from
a combination of company specific and
publicly available information and applying
those estimates using a generally accepted
methodology;
•Performed a sensitivity analysis on the key
assumptions; and
•Assessed the reasonability and
completeness of the related disclosures
included in the financial statements
Business acquisition
During the year, the Group acquired Hub Aged Care
for a total consideration of $0.74 million (Note 21).
Accounting for this transaction involves significant
estimates and assumptions in determining the fair
value of the identifiable assets acquired and
liabilities assumed.
I consider this area to be significant due to the
extent of significant auditor judgements and effort
involved in assessing the reasonability of key
assumptions.
To address the risk associated with business
combination, the following audit procedures were
carried out:
•Assessed whether the methodology applied
by the Group met the requirements of NZ
IFRS;
•Tested management’s key estimates with
reference to comparable public information
and company specific documentation;
•I independently developed an auditor’s
estimate of value for significant intangibles
recognised on the acquisition by developing
appropriate estimates of cash flows, growth
rates and discount rates from a
combination of company specific and
publicly available information and applying
59
those estimates using a generally accepted
methodology. I analysed my resulting
estimates using a WARA methodology; and
•Assessed the reasonability and
completeness of the related disclosures
included in the financial statements
I
nformation Other than the Consolidated Financial Statements and Auditor’s Report thereon
The Directors are responsible for the annual report, which includes information other than the consolidated
financial statements and auditor’s report.
My opinion on the consolidated financial statements does not cover the other information and I do not
express any form of audit opinion or assurance conclusion thereon.
In connection with my audit of the consolidated financial statements, my responsibility is to read the other
information and, in doing so, consider whether the other information is materially inconsistent with the
consolidated financial statements or my knowledge obtained in the audit, or otherwise appears to be
materially misstated.
If, based upon the work I have performed, I conclude that there is a material misstatement of this other
information, I am required to report that fact. I have nothing to report in this regard.
Directors’ Responsibilities for the Consolidated Financial Statements
The Directors are responsible on behalf of the Group for the preparation and fair presentation of the
consolidated financial statements in accordance with NZ IFRS and IFRS, and for such internal control as the
Directors determine is necessary to enable the preparation of consolidated financial statements that are free
from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, the directors are responsible on behalf of the Group for
assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going
concern and using the going concern basis of accounting unless the directors either intend to liquidate the
Group or to cease operations, or have no realistic alternative but to do so.
Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements
My objective is to obtain reasonable assurance about whether the consolidated financial statements as a
whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report
that includes my opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an
audit conducted in accordance with ISAs (NZ) will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate,
they could reasonably be expected to influence the economic decisions of users taken on the basis of these
consolidated financial statements.
60
A further description of the auditor’s responsibilities for the audit of the consolidated financial statements is
located on the External Reporting Board’s website at: https://www.xrb.govt.nz/assurance-
standards/auditors-responsibilities/audit-report-1/.
This description forms part of my auditor’s report.
Restriction on use of my report
This report is made solely to the Group’s shareholders, as a body. My audit work has been undertaken so
that I might state to the Group’s shareholders, as a body those matters which I am required to state to them
in an auditor’s report and for no other purpose. To the fullest extent permitted by law, I do not accept or
assume responsibility to anyone other than the Group and the Group’s shareholders, as a body, for my audit
work, for this report or for the opinion I have formed.
Vi
kas Gupta
Audit Partner - UHY Haines Norton Chartered Accountants Sydney
Signed at Sydney, Australia on 26 June 2025
61
STATEMENT OF CORPORATE GOVERNANCE
Third Age Health Services Limited
and subsidiaries
62
Third Age Health Services Limited
Corporate governance
63
The objective of the Board of Third Age Health Services Limited (“the Company”) is to to maximise
both returns on capital and the average annual rate of increase in intrinsic value per share. The Board
considers there is a strong link between good corporate governance and the achievement of this
objective.
The Company seeks to follow the NZX Corporate Governance Code (NZCGC) recommendations for
listed companies to the extent that it is appropriate to the size and nature of the Company’s
operations. Other principles which the Company considers in its governance approach are the
Financial Market Authority’s Corporate Governance Principles and Guidelines, and the
Commonsense Corporate Governance Principles 2.0 (altogether “Principles”).
The Board considers that its corporate governance framework complies with the NZCGC
recommendations, except as stated within this report. This report is presented by addressing the eight
principles and the associated recommendations of the NZCGC.
The information in this report is current as at the date of release of the Annual Report for the year
ended 31 March 2025 and has been approved by the Board.
The key corporate governance documents referred to in this report are available under the investors
section of the Company’s website at https://www.thirdagehealth.co.nz
Principle 1 – Ethical standards
“Directors should set high standards of ethical behaviour, model these behaviours and hold
management accountable for these standards being followed throughout the organisation.”
Recommendation 1.1
“The Board should document minimum standards of ethical behaviour to which the issuer’s directors
and employees are expected to adhere (a code of ethics).
The code of ethics and where to find it should be communicated to the issuer’s employees. Training
should be provided regularly. The standards may be contained in a single policy document or more
than one policy.
The code of ethics should outline internal reporting procedures for any breach of ethics, and describe
the issuers’ expectations about behaviour, namely that every director and employee:
a. acts honestly and with personal integrity in all actions;
b. declares conflicts of interest and proactively advises of any potential conflicts;
c. undertakes proper receipt and use of corporate information, assets and property;
d. in the case of directors, give proper attention to the matters before them;
e. acts honestly and in the best interest of the issuer, as required by law, and takes account of
interests of shareholders and other stakeholders;
f. adheres to any procedures around giving and receiving gifts (for example where gifts are given
that are of value in order to influence employees and directors, such gifts should not be
accepted);
g. adheres to any procedures about whistle blowing (for example, where actions of a whistle blower
have complied with the issuer’s procedures, an issuer should protect and support them, whether
or not action is taken): and
h. manages breaches of the code”
The Company complies with this recommendation with a Code of Ethics which was originally
published in March 2022 and it in the process of being reviewed. Directors observe and foster high
ethical standards. The Company expects its directors, officers, and employees to act legally, to
maintain high ethical standards, and to act with integrity consistent with the Company’s policies,
guiding principles and values.
Third Age Health Services Limited
Corporate governance
64
The Company adopts policies to ensure it maintains high standards of performance and behaviour
when dealing with the Company’s customers, suppliers, shareholders and staff. The specific
governance policies in place throughout the year were a Diversity and Inclusion policy, Market
Disclosure policy and the Financial Products Trading policy.
The Code of Ethics can be found on the investor section of the Company’s website
(https://www.thirdagehealth.co.nz).
Recommendation 1.2
“An issuer should have a financial product dealing policy which applies to employees and directors.”
The Company complies with this recommendation. The Financial Products Trading Policy can be
found on the investor section of the Company’s website (https://www.thirdagehealth.co.nz).
Principle 2 - Board composition and Performance
“To ensure an effective board, there should be a balance of independence, skills, knowledge,
experience and perspectives.”
Recommendation 2.1
“The board of the issuer should operate under a written charter which sets out the roles and
responsibilities of the board. The board charter should clearly distinguish and disclose the respective
roles and responsibilities of the board and management.”
The Company complies with this recommendation, with the board operating under a Board Charter
which is available on the investor section of the Company’s website
(https://www.thirdagehealth.co.nz).
Recommendation 2.2
“Every issuer should have a procedure for the nomination and appointment of directors to the board.”
The Company complies with this recommendation. The Board has decided that these functions will be
carried out by the full board within the terms of reference of this Board Charter. A copy of the Board
Charter is available on the investor section on the Company’s website
(https://www.thirdagehealth.co.nz).
Recommendation 2.3
“An issuer should enter into written agreements with each newly appointed director establishing the
terms of their appointment.”
The Company complies with this recommendation. All current Directors and senior executives have
entered into written agreements with the Company setting out the terms of their appointment. In
accordance with the NZX Listing Rules, all Directors are required to retire (though may be re-elected)
not later than the third annual meeting following the Director’s appointment, or after three years,
whichever is longer. Any Directors appointed by the Board since the previous annual meeting must
also retire and are eligible for election.
Recommendation 2.4
“Every issuer should disclose information about each director in its annual report or on its website,
including profile of experience, length of service, independence and ownership interest and director
attendance at Board meetings.”
Third Age Health Services Limited
Corporate governance
65
The Company complies with this recommendation. The biographies of the Directors are available in
this Annual Report and on the Company’s website (https://www.thirdagehealth.co.nz).
Director Appointment Date Length of Service to
31 March 2025
Bevan John Walsh (Director) 5 November 2010 14 years, 5 months
John Samuel Ronny Fernandes (Independent Director) 6 February 2019 6 years, 2 months
Wayne Geoffrey Williams (Independent Director) 10 June 2021 3 years, 10 months
Steffan Crausaz (Independent Director)
1 December 2023 1 year, 4 months
With regard to Board meeting attendance, the Board meets formally as often as it deems appropriate,
including sessions to review the performance of the business, to consider the strategic direction and
to approve annual budgets. While Board meetings are usually held in person as is common
nowadays, a video conference option is also provided, which also suits the dispersed nature of the
Board. Directors supplement these formal meetings with frequent ad-hoc information conversations.
The table below sets out Director attendance at Board meetings during FY25, including meetings to
approve strategic plans, budgets and the release of annual and half year results.
Director Number of meetings
eligible to attend
Number of meetings
attended
Bevan John Walsh 11 11
John Samuel Ronny Fernandes 11 11
Wayne Geoffrey Williams 11 11
Steffan Crausaz
11 10
Recommendation 2.5
“An issuer should have a written diversity policy which includes requirements for the board or a
relevant committee of the board to set measurable objectives for achieving diversity (which at a
minimum should address gender diversity) and to assess annually both the objectives and the entity’s
progress in achieving them. The issuer should disclose the policy or a summary of it.”
The Company complies with the recommendation to have a written diversity policy which can be
found on the investor section of the Company’s website (https://www.thirdagehealth.co.nz). The
Company prioritises diversity of thought and has not set any specific measurable diversity objectives
related to gender, ethnicity or other similar characteristics.
NZX listed issuers are required to report quantitative data on the gender breakdown of Directors and
Officers at the financial year end.
As at 31 March 2025 the mix of male and female within the Board and Company’s key management
personnel (the CEO and persons that report to the CEO) was as follows:
2025 2024
Male Female Male Female
Non-executive Directors 4
-
4
-
Key Management Personnel
3 6
3 7
Third Age Health Services Limited
Corporate governance
66
Recommendation 2.6
“Directors should undertake appropriate training to remain current on how to best perform their duties
as directors of an issuer.”
Members of the Board undertake regular professional training to remain current on how best to
perform their duties. The Company encourages all Directors to undertake appropriate training and
education so that they may best perform their duties. This may include attending presentations on
changes in governance, legal and regulatory frameworks; attending technical and professional
development courses; site visits and briefings from key executives; and attending presentations from
industry experts and key advisers.
Recommendation 2.7
“The Board should have a procedure to regularly assess director, board, and committee
performance.”
The Board have a process to enable an annual assessment of the Directors, the Board and senior
executives. The Board considers individual and collective performance, together with the skill sets,
training and development and succession planning required to govern the business.
Recommendation 2.8
“A majority of the Board should be independent directors.”
The Company complies with this recommendation. In determining directors’ independence, the Board
has applied factors outlined in the commentary to Corporate Governance Code recommendation 2.4.
The Board currently comprises four Directors, three of whom are independent:
• John Samuel Ronny Fernandes, Independent Chairman
• Bevan John Walsh, Non-Executive Director.
• Wayne Geoffrey Williams, Independent Director.
• Steffan Crausaz, Independent Director
Directors’ interests disclosed for the financial year ended 31 March 2025 are provided in the
shareholder and statutory information section of this Annual Report.
Recommendation 2.9
“An issuer should have an independent chair of the Board. If the chair is not independent, the chair
and the CEO should be different people.”
During the year ended 31 March 2025, the Company complied with this recommendation.
Recommendation 2.10
“The Chair and CEO should be different people”.
During the year ended 31 March 2025, the Chairman and CEO were different people.
Third Age Health Services Limited
Corporate governance
67
Principle 3 – Board committees
“The board should use committees where this will enhance its effectiveness in key areas,
while still retaining board responsibility.”
Recommendation 3.1
“An issuer’s audit committee should operate under a written charter. An audit committee should only
comprise non-executive directors of the issuer. One member of the committee should be both
independent and have an adequate accounting or financial background. The chair of the audit
committee should be an independent director and not the chair of the board”
The Company complies with this recommendation. The Board operates an Audit Committee which
provides a forum for effective communication between the Board and external auditors. The
Committee reviews the annual and half-yearly financial statements, prior to their approval by the
Board, the effectiveness of internal control, the Company finance function, information systems, and
the efficiency and effectiveness of the audit function.
During the year ended 31 March 2025 the Committee comprised of Wayne Williams (Chair and
Independent Director), Steffan Crausaz (Independent Director) and John Fernandes (Independent
Director). The Audit Committee Charter can be found on the investors section of the Company’s
website (https://www.thirdagehealth.co.nz). The Chair of the Audit Committee, Wayne Williams, is not
the Chair of the Board.
The table below sets out Director’s attendance at Audit Committee meetings during FY25.
Director Number of meetings
eligible to attend
Number of meetings
attended
Wayne Geoffrey Williams
3 3
John Samuel Ronny Fernandes
3 3
Steffan Crausaz
3 3
Recommendation 3.2
“Employees should only attend the audit committee at the invitation of the audit committee.”
The Company complies with this recommendation. Employees and other non-members of the
committee only attend by invitation.
Recommendation 3.3
“An issuer should have a remuneration committee which operates under a written charter (unless this
is carried out by the whole board). At least a majority of the remuneration committee should be
independent directors”.
Given the size and nature of the Board there is no standing committee for remuneration, but the
Board has decided that these functions will be carried out by the full Board within the terms of
reference of the Board Charter. A copy of the Board Charter is available on the investors section of
the Company’s website (https://www.thirdagehealth.co.nz).
Recommendation 3.4
“An issuer should establish a nominations committee to recommend director appointments to the
Board (unless this is carried out by the whole Board) which should operate under a written charter. At
least a majority of the nominations committee should be independent directors.”
Given the size and nature of the Board there is no standing committee for nominations, but the Board
has decided that these functions will be carried out by the full board within the terms of reference of
Third Age Health Services Limited
Corporate governance
68
the Board Charter. A copy of the Board Charter is available on the investor section of the Company’s
website (https://www.thirdagehealth.co.nz).
Recommendation 3.5
“An issuer should consider whether it is appropriate to have any other board committees as standing
committees. All committees should operate under written charters. An issuer should identify the
members of each of its committees, and periodically report member attendance.”
The Board will continue to access the requirements for further standing committees. The Board will
use standing committees where this will enhance its effectiveness in key areas, while still retaining
Board responsibility.
Recommendation 3.6
“The board should establish appropriate protocols that set out the procedure to be followed if there is
a ‘control transaction’ for the issuer including the procedure for any communication between the
issuer’s board and management and the bidder. The board should disclose the scope of independent
advisory reports to shareholders. These protocols should disclose the option of establishing an
independent control transaction committee, and the likely composition and implementation of an
independent control transaction committee.”
In the case of a control transaction offer, the Company will form an Independent Special Committee to
oversee disclosure and response and engage expert legal and financial advisors to provide advice on
procedure. The Company does not have a formal Control Transaction Response Policy at this stage
and so is not compliant with this recommendation.
Principle 4 - Reporting and disclosure
“The board should demand integrity in financial and non-financial reporting, and in the
timeliness and balance of corporate disclosures.”
Recommendation 4.1
“The issuer’s board should have written continuous disclosure policy.”
The Company complies with this recommendation. The Company’s directors are committed to
keeping investors and the market informed of all material information about the Company and its
performance, in a timely manner. The company has adopted a Market Disclosure Policy to ensure
that material information is identified, reported, assessed and, where required, disclosed to the market
in a timely manner. A copy of the Policy is available on the investors section of the Company’s
website (https://www.thirdagehealth.co.nz).
Recommendation 4.2
“An issuer should make its code of ethics, board and committee charters and the policies
recommended in the NZX Code, together with any other key governance documents, available on its
website.”
The Company complies with this recommendation. Published policies and charters are found the
investor section of the Company’s website (https://www.thirdagehealth.co.nz).
Third Age Health Services Limited
Corporate governance
69
Recommendation 4.3
“Financial reporting should be balanced, clear and objective.”
In addition to all information required by law, the Company also seeks to provide meaningful
information to ensure stakeholders and investors are well informed, including financial and non-
financial information.
Financial Information
Senior Management is responsible for implementing and maintaining appropriate accounting and
financial reporting principles, policies, and internal controls designed to ensure compliance with
accounting standards and applicable laws and regulations.
The Board’s Audit Committee oversees the quality and integrity of external financial reporting,
including the accuracy, completeness, balance and timeliness of financial statements. It reviews the
Company’s full and half year financial statements and makes recommendations to the Board
concerning accounting policies, areas of judgement, compliance with accounting standards, stock
exchange and legal requirements, and the results of the external audit.
For the financial year ended 31 March 2025, the Directors believe that proper accounting records
have been kept that enable the determination of the Company’s financial position with reasonable
accuracy and facilitate compliance of the financial statements with the Financial Markets Conduct Act
2013.
The Company’ full and half year financial statements are available on the investor section of the
Company’s website (https://www.thirdagehealth.co.nz).
Recommendation 4.4
An issuer should provide non-financial disclosures at least annually, including considering
environmental, economic, and social factors and practices. It should explain how operational or non-
financial targets are measured. Non-financial reporting should be informative, include forward looking
assessments, and align with key strategies and metrics monitored by the board.”
Non‑financial information
The Company sets out, reports against and discusses its strategic objectives in a variety of
communications including the Chair and CEO’s commentary in reports to shareholders. Where
relevant, this includes non-financial factors that are material to execution of strategy and long-term
performance.
Principle 5 – Remuneration
“The remuneration of directors and executives should be transparent, fair and reasonable.”
Recommendation 5.1
“An issuer should have a remuneration policy for the remuneration of directors. An issuer should
recommend director remuneration to shareholders for approval in a transparent manner. Actual
director remuneration should be clearly disclosed in the issuer’s annual report.”
The Company complies with this recommendation. Remuneration of Directors and senior executives
is a key responsibility of the Board. The Board ensures that remuneration is benchmarked to the
market for Director and Board positions.
Third Age Health Services Limited
Corporate governance
70
Director remuneration
The total remuneration pool available for Directors was fixed at listing at a current maximum of
$180,000 per annum for all non-executive Directors. The Board determines the level of remuneration
paid to Directors from that pool. Directors also receive reimbursement for reasonable travelling,
accommodation and other expenses incurred in the course of performing their duties.
Any proposed increases in pool of fees for non-executive Director fees and remuneration will be put to
shareholders for approval. If independent advice is sought by the Board, it will be disclosed to
shareholders as part of the approval process.
Approved remuneration for Board roles
The fees payable to a non-executive Chair currently amount to $60,000 per annum, fees payable to
the other Directors are $35,000 per annum. The Chair of the Audit Committee receives $10,000 per
annum while members receive $2,500 per annum.
No retirement benefits, share options or special exertion payments have been provided to Directors.
Recommendation 5.2
“An issuer should have a remuneration policy for remuneration of executives which outlines the
relative weightings of remuneration component and relevant performance criteria.”
The Company complies with this recommendation.
Executive remuneration
In general, executive remuneration comprises a fixed base salary, an at-risk short-term incentive
payable annually linked to business performance and incentives linked to longer term share growth.
At-risk incentives are paid against targets agreed with executives at the commencement of the period
and are based on financial measures, mainly earnings targets. The Company does not provide golden
parachutes or handshakes in the event of resignation or termination.
Recommendation 5.3
“An issuer should disclose the remuneration arrangements in place for the CEO in its annual report.
This should include disclosure of base salary, short term incentives and long-term incentives and the
performance criteria used to determine performance-based payments.”
The Company complies with this recommendation. The CEO remuneration is detailed under note 27.3
of the Consolidated Financial Statements.
Principle 6 - Risk management
“Directors should have a sound understanding of the material risks faced by the issuer and
how to manage them. The Board should regularly verify that the issuer has appropriate
processes that identify and manage potential and material risks.”
Recommendation 6.1
“An issuer should have a risk management framework for its business and the issuer’s board should
receive and review regular reports. An issuer should report the material risks facing the business and
how these are being managed.”
The Board has overall responsibility for the Company’s system of risk management and internal
control. While day-to-day management is delegated to the CEO, the Board receives and reviews the
Company’s risk management framework at each meeting, including oversight of material risks and
how these are being managed.
Third Age Health Services Limited
Corporate governance
71
Risk identification
The senior management team is required to regularly identify the major risks affecting the business
and develop structures, practices, and processes to manage and monitor these risks. The CEO
provides an updated risk assessment at each Board meeting. Additionally, the Board has regular
engagement with all key management personnel, including unfettered access to them and external
advisors as needed to support decision making and manage risks.
Insurance
The Company maintains insurance policies that it considers adequate to meet its insurable risks.
Recommendation 6.2
“An issuer should disclose how it manages its health and safety risks and should report on its health
and safety risks, performance and management.”
The Company complies with this recommendation, with formal reporting to the board on its health and
safety risks, performance, and management at Board meetings.
Principle 7 – Auditors
“The board should ensure the quality and independence of the external audit process.”
Recommendation 7.1
“The board should establish a framework for the issuer’s relationship with its external auditors. This
should include:
a. For sustaining communication with the issuer’s external auditors;
b. To ensure that the ability of the external auditors to carry out their statutory audit role is not
impaired, or could reasonably be conceived to be impaired;
c. To address what, if any services (whether by type or level) other than their statutory audit roles
may be provided by the auditors to the issuer: and
d. To provide for the monitoring and approval by the issuer’s audit committee of any service
provided to the issuer other than in their statutory audit role.”
The Company complies with this recommendation. The Board is committed to ensuring audit
independence, both in fact and appearance, so that the Company’s external financial reporting is
viewed as being highly objective and without bias. The Audit Committee reviews the quality and cost
of the audit undertaken by the Company’s external auditors and provides a formal channel of
communication between the Board, senior management, and external auditors.
The Audit Committee approves the auditor’s terms of engagement, audit partner rotation (at least
every five years) and audit fee and reviews and provides feedback in respect of the annual audit plan.
The Company’s current auditor is Vikas Gupta of UHY Haines Norton. The Audit Committee
periodically has time with the external auditor without management present. The Committee also
assesses the auditor’s independence on an annual basis.
All audit work of the Company is fully separated from non-audit services to ensure that appropriate
independence is maintained. There were no other services provided by Vikas Gupta of UHY Haines
Norton in year ending 31 March 2025 (FY25). The amount of fees paid to UHY Haines Norton for
audit and non-audit work are identified on note 8 of the Consolidated Financial Statements.
Vikas Gupta of UHY Haines Norton has provided the Committee with written confirmation that, in its
view, it was able to operate independently during the year.
Third Age Health Services Limited
Corporate governance
72
Recommendation 7.2
“The external auditor should attend the issuer’s Annual Meeting to answer questions from
shareholders in relation to the audit.”
The Company complies with this recommendation. The Company’s auditor, Vikas Gupta of UHY
Haines Norton will be invited to attend the FY25 Annual Shareholders’ Meeting and will be available
to answer questions from shareholders at the meeting.
Recommendation 7.3
“Internal audit functions should be disclosed.”
Given the size of the business the Company does not have an internal audit function. However, the
Company has a number of internal controls which are overseen by the Audit Committee and / or the
Board. These include controls for business continuity management, insurance, health and safety,
conflicts of interest, and prevention and identification of fraud.
Principle 8 – Shareholder rights and relations
“The board should respect the rights of shareholders and foster constructive relationships
with shareholders that encourage them to engage with the issuer.”
Recommendation 8.1
‘An issuer should have a website where investors and interested stakeholders can access financial
and operational information and key corporate governance information about the issuer.”
The Company complies with this recommendation. The Company’s website can be found at
https://www.thirdagehealth.co.nz.
Recommendation 8.2
“An issuer should allow investors the ability to easily communicate with the issuer, including by
designing tis shareholder meeting arrangements to encourage shareholder participation and by
providing shareholders the option to receive communications from the issuer electronically.”
The Company complies with this recommendation. The Board is committed to open and regular
dialogue and engagement with shareholders. The Company seeks to ensure that investors
understand its activities by communicating effectively with them and giving them access to clear and
balanced information.
The Company has a calendar of communications and events for shareholders, including but not
limited to:
• Half and full year results announcements and Annual Report.
• Market announcements.
• Annual Shareholders’ Meeting.
• Easy access to information through the Company’s website (https://www.thirdagehealth.co.nz).
• Access to management and the Board via a dedicated email address,
investors@thirdagehealth.co.nz.
Recommendation 8.3
“Quoted equity security holders have the right to vote on major decisions which may change the
nature of the issuer in which they are invested.”
Third Age Health Services Limited
Corporate governance
73
The Company complies with this recommendation. Shareholders are actively encouraged to attend
the Annual Shareholders’ Meeting and may raise matters for discussion at this event and may vote on
major decisions that affect the Company. Voting is by poll, upholding the ‘one share, one vote’
philosophy.
In accordance with the Companies Act 1993, the Company’s Constitution and the NZX Main Board
Listing Rules, the Company refers major decisions that may significantly change the nature of the
Company to shareholders for approval. All shareholders are given the option to elect to receive
electronic communications from the Company. In addition to shareholders, the Company has a wide
range of stakeholders and maintains open channels of communication for all audiences, including
brokers, the investing community, regulators, staff, customers and suppliers.
Recommendation 8.4
“If seeking additional equity capital, issuers of quoted securities should offer further equity securities
to existing equity security holders of the same class on a pro rata basis and no less favourable before
further equities are offered to other investors.”
In the event that the Company will seek additional equity capital, the Company will seek to offer
further equity securities to existing equity security holders of the same class on a pro rata basis and
no less favourable before further equities are offered to other investors.
Recommendation 8.5
“The board should ensure that the notices of annual or special meetings of quoted equity security
holders is posted on the issuer’s website as soon as possible and at least 20 working days prior to the
meeting.”
The Company has complied with this recommendation.
SHAREHOLDER AND STATUTORY INFORMATION
Third Age Health Services Limited
and subsidiaries
74
Third Age Health Services Limited
Shareholder and statutory information
75
1. Additional information required under the NZX listing rules
Twenty largest registered shareholders as of 30 April 2025
The Company has one class of equities, Ordinary Shares listed on the NZX Main Board under the
ticker code TAH.
The following table shows the names and holdings of the 20 largest registered holdings of listed
ordinary shares of the Company on 30 April 2025.
Shareholders Holding % of issued
capital
Bevan John Walsh 4,266,143 42.86%
FNZ Custodians Limited 1,955,613 19.65%
Timothy Grant Livingstone & Robert Peter Webber (W W Flaunty
Family Account)
840,500 8.44%
Michael Haskell & Associates Limited 626,920 6.30%
New Zealand Depository Nominee 412,874 4.15%
Diane Lynn Budres 248,392 2.49%
Jsrf Limited 203,857 2.05%
Lenore Deirdre Bauer 156,500 1.57%
Jiahuan Fu 126,936 1.27%
Brian Hazelton Walsh 126,001 1.26%
New Zealand Central Securities Depository Limited 39,627 0.40%
A Taste of New Zealand Limited 37,981 0.38%
Bruce John Mccullagh 37,049 0.37%
Dellow Nominees Limited 33,400 0.34%
Tony Andrew Wai 32,903 0.33%
Warren William Flaunty 27,829 0.28%
Norah Kathleen Barlow & Robert Noel Barlow 24,490 0.25%
Arthur Smethurst & Leigh Smethurst 23,000 0.23%
Brett Hiirini Shepherd 20,529 0.21%
Jean Paterson Marshall 20,529 0.21%
Peter John Collis 17,138 0.17%
Total top 20 shareholders 9,278,211 93.24%
Remaining shareholders 676,280 6.76%
Total shares on issue 9,954,933 100%
Spread of shareholders as at 30 April 2025
The following table is the spread of listed shareholders as of 30 April 2025
Shareholder size
Number of
Holders
Total shares
listed
% of listed
capital
1-1,000 90 41,509 0.41%
1,001-5,000 72 212,736 2.14%
5,001-10,000 33 261,023 2.62%
10,001-50,000 23 475,487 4.78%
50,001-100,000 - - -
Greater than 100,000 10 8,963,736 90.05%
228 9,954,491 100.0%
Third Age Health Services Limited
Shareholder and statutory information
76
Shareholding of Directors as of 31 March 2025
2025 2024
Director
Shares Shares
Bevan John Walsh
4,266,143
4,289,343
John Samuel Ronny Fernandes
203,857 178,792
Wayne Geoffrey Williams
- -
Steffan Crausaz
- -
2. Additional information required under the Financial Markets
Conduct Act 2013
Substantial security holders
Information on substantial security holders is provided pursuant to section 293 of the Financial
Markets Conduct Act 2013 (the “Act”) and details the substantial security holders in the Company and
their relevant interests in the Company’s shares as of 31 March 2025. A person has a substantial
holding for the purposes of the Act if the person has a relevant interest in quoted voting products that
comprise 5% or more of a class of quoted voting products of the listed issuer.
Investor name Shares held
at 31 March
2025
% of
issued
capital
Bevan John Walsh
4,266,143 42.86%
Michael Haskell & Associates Limited
2,565,393 25.77%
Timothy Grant Livingstone & Robert Peter Webber (W W Flaunty Family
Account)
840,500 8.44%
Lenore Deirdre Bauer
Beneficial ownership
1
1,514,972
Direct ownership 156,500
1,671,472 16.71%
1. This relates to an informal agreement relating to the beneficial ownership of a share of the shares held by Bevan John
Walsh, the exercise of voting rights attaching to those shares, and any acquisition or disposal of those shares.
Third Age Health Services Limited
Shareholder and statutory information
77
3. Additional information required under the Companies Act 1993
Directors’ remuneration and other benefits
The names of the Directors of the Company who held office and the details of their remuneration and
value of other benefits received for services to Third Age Health Services Limited for the year ended
31 March 2025 were:
Board fees Audit
committee fees
$ $
John Samuel Ronny Fernandes
60,000 2,500
Wayne Geoffrey Williams
35,000 10,000
Bevan John Walsh
35,000 -
Steffan Crausaz
35,000 2,500
165,000 15,000
Disclosure of Directors’ interests
The Company maintains an interests register in accordance with the Companies Act 1993 in which
Directors interests are recorded.
Directors disclosed, pursuant to section 148 if the Companies Act 1993, the following relevant
interests in Third Age Health Services shares during FY25:
Name Date Nature of Transaction Consideration
per share
Number of
Shares
John Samuel
Ronny
Fernandes
27 May 2024 On market acquisition by JSRF
Limited of ordinary shares
$1.38 18,615
30 June 2024 Expiry of JSRF Limited’s option to
purchase 100,000 shares from
Brian Hazelton Walsh
Nil 100,000
24 February 2025 On market acquisition by JSRF
Limited of ordinary shares
$3.0844 6,450
Bevan John
Walsh
13 - 15 January
2025
On market disposal of ordinary
shares
$2.813379 20,944
20 – 23 January
2025
On market disposal of ordinary
shares
$2.77 1,883
24 January 2025 On market disposal of ordinary
shares
$2.77 373
Indemnity and insurance
The Company has entered into deeds of indemnity in favour of all its Directors. The Company has
insured all its Directors against liabilities and costs in accordance with section 162(5) of the
Companies Act 1993.
Third Age Health Services Limited
Shareholder and statutory information
78
Employees’ remuneration
The number of employees or former employees, not being Directors of the Group, who received
remuneration and other benefits in their capacity as employees, the value of which exceeds $100,000
is set out below:
2025 2024
Number Number
$100,000 - $109,999 1 7
$110,000 - $119,999 3 3
$120,000 - $129,999 3 2
$130,000 - $139,999 1 1
$140,000 - $149,999 1 -
$150,000 - $159,999 1 1
$160,000 - $169,999 1 2
$170,000 - $179,999 1 1
$180,000 - $189,999 2 1
$190,000 - $199,999 3 2
$200,000 - $209,999 1 1
$210,000 - $219,999 - -
$220,000 - $229,999 3 1
$230,000 - $239,999 - -
$240,000 - $249,999 - 1
$250,000 - $259,999 - -
$260,000 - $269,999 - -
$270,000 - $279,999 - 1
$280,000 - $289,999 - -
$290,000 - $299,999 1 1
$300,000 - $309,999 - -
$310,000 - $319,999 - -
$320,000 - $329,999 - -
$330,000 - $339,999 - -
$340,000 - $349,999 - -
$350,000 - $359,999 - -
$360,000 - $369,999 - -
$370,000 - $379,999 - 1
$380,000 - $389,999 1 -
23 26
Third Age Health Services Limited
Shareholder and statutory information
79
Subsidiaries of Third Age Health Services Limited within the Group
The following persons held office as directors of the company’s six subsidiaries as at 31 March 2025.
Subsidiary Jurisdiction Directors
Hawkes Bay Wellness Centre
Limited
New Zealand Tony Wai
Geraldine Bromley
Belmont Medical Centre Limited New Zealand Tony Wai
Geraldine Bromley
Ponsonby Medical (Third Age
Health) Limited
New Zealand Tony Wai
Geraldine Bromley
Devonport Family Medicine
(Third Age Health) Limited
New Zealand Tony Wai
Geraldine Bromley
EastMed St Heliers Limited New Zealand John Samuel Ronny Fernandes
Bevan John Walsh
Steffan Crausaz
Tony Wai
Sivanadiyan Nachiappan
Simon Clive Garlick
Hub Aged Care Limited
(acquired 1 April 2025)
New Zealand Tony Wai
Balram Singh Dhillion
Auditor remuneration
Fees payable to our auditor, Vikas Gupta of UHY Haines Norton, of $104k relate to fees for the
annual audit of the Consolidated Financial Statements; $69k related to FY25 and $35k related to
additional audit fees for the prior period (2024: $70k).
Vikas Gupta of UHY Haines Norton has provided no other services during the FY25 and has only
received remuneration for the annual audit.
Donations
The Company made $3,704 charitable donations during the year ended 31 March 2025.
Third Age Health Services Limited
Corporate directory
80
Registered office
536 Kennedy Road
Greenmeadows, Napier
New Zealand company number
3189884
Directors
John Samuel Ronny Fernandes (Independent Chairman)
Bevan John Walsh (Non-Executive Director & Founder)
Wayne Geoffrey Williams (Independent)
Steffan Crausaz (Independent)
Auditors
Vikas Gupta from UHY Haines Norton
Level 9
1 York Street
Sydney
NSW 2000
Australia
Registry
MUFG Corporate Markets
Level 30, PwC Tower
15 Customs Street West, Auckland 1010
mpms.mufg.com Phone:(09) 375 5998
Email: enquiries.nz@cm.mpms.mufg.com
Legal advisors
DLA Piper New Zealand
20 Customhouse Quay
Wellington 6140
New Zealand
www.dlapiper.com/en/newzealand/
Flacks and Wong Limited
Level 5, Shortland Chambers Building
70 Shortland Street
Auckland 1140
New Zealand
https://www.flackswong.co.nz/
Third Age Health Services Ltd
PO Box 303 387, North Harbour
Auckland 0751
thirdagehealth.co.nz
Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.
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