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Third Age Health releases 2025 Annual Report

Annual Report26 June 2025TAHConsumer Discretionary

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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