Third Age Health Releases FY26 Preliminary Unaudited Result

FY26 Annual Letter to Shareholders
May 2026

Dear Fellow Shareholders,
This year marks 15 years since Third Age Health was founded. It all began with a simple
conversation: Founder, Bevan Walsh, listened to a potential customer describe a real-world
problem in aged care and took immediate action to solve it. That act of listening and doing
created the foundation for the company you own today.
That same mindset of noticing what isn't working for customers and taking ownership to
resolve it remains our core operating philosophy, or as we call it, the Third Age Way of
Working (TAWoW). This is our application of Kaizen, focusing on continuous, incremental
improvements driven by the staff closest to the customer, right at gemba, where the actual
work happens.
While our business has always incorporated elements of decentralisation, during the year
we took steps to deepen this by creating two distinct business units, ARC Medical Services
(“ARC”) and Community General Practice (“Community GP”), and establishing dedicated
General Manager roles with the autonomy to lead them, and with incentives tied directly to
their performance.
In our ARC business, this structure has been successful. Niomi Fleming, who initially stepped
into the acting role, has been appointed permanent General Manager. Under her leadership,
this business has executed with strong discipline and a sharp focus on delighting customers.
Our Community GP business has been more difficult. As the patient numbers will show, we
continued to lose ground. This underperformance required leadership changes to ensure we
have management in place with the urgency required to stabilise operations.

Financial Performance
Our financial results reflect a business that, despite several challenges, has retained
operating leverage. For the full year, Net Profit After Tax (NPAT) rose by 24.7% to $3.091
million YOY, and underlying NPATA increased by 25.9% to $3,634 million.
Our ARC business delivered meaningful gains in both revenue and profit. Revenue rose by
27% to $14.921 million, and our enrolled patient base in this division grew to 7,138.
However, margin in this business declined slightly this year as we prioritised delivering high-
quality care in the face of workforce shortages. That margin compression was a deliberate
choice. We incurred additional expense to secure clinical coverage, workforce recruitment,
development, and digital enablement, choosing to trade a short-term margin percentage for
long-term durability.

Revenue in our Community GP business rose slightly by 3.2% to $7.567 million, and overall
profitability improved. However, our enrolled patient numbers declined by 4.8% to 19,383
YOY. This decline was driven by doctor departures and clinical vacancies. Operating with
fewer doctors than needed temporarily reduces wage costs but earnings resulting from this
are unsustainable. While those specific vacancies have now been filled, we are not satisfied
with a shrinking patient roster. We are expending all efforts to remedy this and every choice
we make is evaluated through the lens of maximising intrinsic value per share.

Operating Environment
While the underlying demand for aged residential care and primary care continues to grow,
driven by an ageing population and the increasing complexity of care patients require, the
broader system is struggling to keep up.
As we wrote last year, the impact of workforce shortages, funding constraints, and increasing
administrative demands was intensifying, and we did not expect that pressure to ease in the
short term. It has not. Our primary operational risk remains the supply of clinical talent. The
sector-wide shortage of practitioners is acute, bringing with it all the inevitable operational
consequences. Although we have managed to navigate these shortages and fill our vacancies
to date, failing to do so in the future would directly lead to a loss of business.
Beyond staffing constraints, the daily social reality of operating Community GP facilities is
complex. We experienced this firsthand this year at our Belmont Medical Centre practice.
Belmont was a very small practice we had acquired. Recently, incidents with disruptive
patients made our small team there feel unsafe. This highlighted a real vulnerability for us. A
very small practice lacks the safety in numbers that you get at a much larger practice. We
have an absolute obligation to keep our team and patients safe, but the economics of hiring
permanent security simply did not work.
Faced with an unsafe environment and a fix that made no financial sense, we took
immediate action to close the physical Belmont site and merge it into our larger Devonport
practice. This gave our staff the security of a larger team. While the transition inevitably
resulted in some patient attrition, it was a necessary decision. It also served as a clear
reminder of the operational fragility of acquiring very small practices. This situation
highlights one of the reasons why we do not allocate capital to acquiring additional
community practices.

Capital Allocation and Quality Shareholders
We think and act like owners because we are. Most of our directors hold meaningful stakes
in the company. For some of us, including myself, this represents a significant commitment
of our personal net worth, alongside the capital of our friends and family. This, along with
our very long time horizon, significantly influences how we think about allocating capital and
diversifying the earnings power of the company.

Over the past year, the quoted price of our shares has been volatile, swinging between
roughly $2.50 and $7.50. Neither of these prices was a realistic assessment of per-share
intrinsic value. Our strong preference is for our shares to trade in a tight range around
intrinsic value. This is because we would like exiting partners to receive, and new partners to
pay, a fair price for their shares. We do not have a "higher is better" attitude, and our focus
will always be on maximising the average annual rate of increase in intrinsic value per share.
While we cannot control the share price, we aim to influence it by attracting quality
shareholders who focus on long-term progress in intrinsic value, rather than short-term
share price movements. These shareholders are aligned with the kind of decisions we make
and the multi-decade period we are aiming to compound per-share value over, and we are
pleased to have had several more choose to partner with us.
In terms of deploying capital today, apart from investments in improving services to our
customers, our bias is heavily weighted toward acquiring good businesses that we
understand, at satisfactory returns on capital. As we detailed in our half-year report, we
successfully executed on this by acquiring ARC Health and Cicada Health, two businesses
that fit perfectly within our core ARC platform. We continue to work on additional
acquisitions in this space.
Also, over the year, we engaged with a number of potential acquisition targets outside of
healthcare, including services businesses in the life safety, compliance, and maintenance,
repair, and operations sectors. In some instances, our discussions advanced to the point of
submitting term sheets; however, none of these came to fruition as ultimately, they did not
satisfy all our criteria.

Outlook
We expect the operating environment to remain difficult. Workforce shortages and cost
pressures are a fact of life, and we are not expecting any near-term relief.
Our priority for FY27 is to build upon the progress made in FY26 by doing the things that are
within our control. We will continue to sharpen our operational discipline through TAWoW,
invest in delighting our customers and supporting our frontline clinical teams, while
remaining frugal.
Alongside this operational focus, our search for good businesses to acquire continues with
energy. We are looking for businesses that provide mission critical services or products, with
recurring and predictable revenue, a demonstrated ability to generate free cash flow and
earn returns on tangible capital in line with our expectations. If you know of a high-quality
business that meets these standards, or if you are a founder looking for a safe home for your
business, please reach out to us.

Acknowledgements
None of our progress is possible without the commitment of our people. I want to thank our
clinical, operational, and management teams for their dedication this year, particularly in a
challenging environment.
I also want to thank our customers for their continued partnership. Finally, thank you to you,
our shareholders. Our goal is to be good stewards of the capital you have entrusted us with.
Sincerely,


John Fernandes
Executive Chairman

---

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
YoY refers to prior comparable period i.e. FY25.
3
Underlying NPBTA is adjusted for non-cash amortisation charges arising as a result of purchase accounting rules.


Third Age Health delivers H2 underlying NPATA
1
of $1,891k up 8.6% on H1,
and FY26 underlying NPATA
1
of $3,634k up 25.9% on FY25

FY26 Business Highlights
• Services provided to 121 Aged Residential Care (“ARC”) facilities at the end of FY26 up 34.4% YoY
2
.
• The enrolled patient population across both ARC and General Practice at the end of FY26 increased
YoY by 3.1% to 26,521 including acquisitions. Excluding acquisitions, our combined enrolled patient
population declined by 1.5% with growth in ARC slightly offsetting a 4.8% YoY decline in general
practice enrolments.
• H2 FY26 vs H1 FY26 – H2 reflects the addition of the two new acquisitions. They contributed $616k
more to EBITDA in H2 than H1. Margin in our ARC-related business also declined as we prioritised
delivering high-quality care during workforce shortages.

Financial Highlights (unaudited)
$'000
H1 H2 % change FY26 FY25 YOY % change`
Revenue 10,653 11,835 +11.1% 22,488 19,081 +17.9%
Underlying EBIT 2,539 2,752 +8.4% 5,291 4,269 +23.9%
EBIT Margin 23.8% 23.3% -0.5% 23.5% 22.4% +1.1%
Underlying NPBTA
3
2,367 2,552 +7.8% 4,920 3,908 +25.9%
Underlying NPBTA
3
% 22.2% 21.6% -0.6% 21.9% 20.5% +1.4%
Underlying NPATA
1
1,742 1,891 +8.6% 3,634 2,886 +25.9%
Underlying NPATA
1
% 16.4% 16.0% -0.4% 16.2% 15.1% +1.1%





Statutory NPAT
1,520 1,571 +3.4%
3,091
2,478 +24.7%
Statutory NPAT% 14.3% 13.3% -1.0%
13.7%
13.0% +0.7%
Diluted Earnings Per Share
14.22 14.16 -0.4%
28.38
22.74 +24.8%
Ordinary Dividends Per Share (cents)
8.00 8.00 0.0%
16.00
14.71 +8.8%
Return on Equity (TTM)
62.9% 55.9% -7.0%
55.9%
60.9% -4.9%
Return on Capital Employed (TTM) 41.5% 44.1% +2.6%
44.1%
42.8% +1.3%

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
YoY refers to prior comparable period i.e. FY25.
3
Underlying NPBTA is adjusted for non-cash amortisation charges arising as a result of purchase accounting rules.

Financial Performance
• Group revenue up 17.9% YoY to $22,488k for FY26 and up 11.1% over H1 FY26
• Revenue from ARC-related business up 27.0% YoY to $14,921k and up 18.1% over H1 FY26 (FY25:
11,752k, H2 FY26: $8,081k, H1 FY26: $6,840).
• Underlying NPBTA
3
up 25.9 % YoY at $4,920k and up 7.8% over H1 FY26
• Underlying NPATA up 25.9% YoY to $3,634k and up 8.6% over H1 FY26
• Statutory NPAT

up 24.7% YoY to $3,091k and up 3.4% over H1 FY26

Dividend Declaration
A fully imputed final dividend of 4.00 cents per share has been declared for FY26, in line with the
dividend policy. Combined with the three dividends of 4.00 cents per share paid in Q1, Q2 and Q3 of
FY26, this brings the total dividends declared for the financial year to 16.00 cents per share.

The board of directors of Third Age Health Services Limited has approved the release of this document
to the market.

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 120 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

---

Third Age Health Services Limited
Unaudited Consolidated Statement of Profit or Loss and Other Comprehensive Income
For the year ended 31 March 2026




2026 2025

$000 $000
Revenue 22,488 19,081
Cost of services (11,400) (9,181)
Gross profit 11,088 9,900



Other income 50 58



Employees and contractors (3,172) (3,302)
Professional and consulting fees (645) (523)
Other expenses (1,574) (1,455)
Operational expenses (5,391) (5,280)






EBITDA 5,747 4,678



Amortisation and depreciation (1,067) (841)
Finance costs (303) (337)



Profit before income tax 4,377 3,500



Income tax expense (1,286) (1,022)



Profit for the period

3,091 2,478



Other comprehensive income

- -



Total comprehensive income for the period

3,091 2,478



Profit and total comprehensive income attributable to:

Shareholders of the parent

2,825 2,386
Non-controlling interests 266 92



Profit for the year 3,091 2,478



Earnings per share

Basic earnings per share (cents)

28.38 23.43
Diluted earnings per share (cents)

28.38 22.74





These Consolidated Financial Statements are to be read in conjunction with the accompanying notes.

Third Age Health Services Limited
Unaudited Consolidated Statement of Changes in Equity
For the year ended 31 March 2026





Share
Capital
Share
Based
Payments
Reserve
Retained
earnings
Non-
controll
ing
Interest Total

$000 $000 $000 $000 $000
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 - - (1,351) (116) (1,467)
Share buyback (111) - - - (111)
Transfer - (634) 634 - -
Share based payments - 8 - - 8
NCI on acquisition - - - 146 146
Balance at 31 March 2025 485 31 3,326 125 3,967



Balance at 1 April 2025 485 31 3,326 125 3,967
Profit for the year - - 2,825 266 3,091
Total comprehensive income for the year - - 2,825 266 3,091




Dividend - - (1,586) (200) (1,786)
Share based payments

- (31) - - (31)
NCI on acquisition 266 266
Balance at 31 March 2026

485 - 4,565 457 5,507

















These Consolidated Financial Statements are to be read in conjunction with the accompanying notes.

Third Age Health Services Limited
Unaudited Consolidated Statement of Financial Position
For the year ended 31 March 2026



2026 2025
$000 $000
Current assets



Cash and cash equivalents
2,901 2,594
Trade and other receivables
1,219 1,059
Other assets
134 104
Accrued revenue
77 40
Total current assets
4,331 3,797



Non-current assets


Property, plant and equipment
212 189
Right-of-use-assets
1,975 2,181
Intangible assets
6,673 4,773
Financial assets
20 20
Total non-current assets
8,880 7,163



Total assets
13,211 10,960



Current liabilities


Trade and other payables
2,563 1,882
Employee benefits
516 432
Provisions
22 22
Tax liabilities
588 648
Bank Loan
63 59
Lease liabilities
368 330
Total current liabilities
4,120 3,373


Non-current liabilities


Bank loan 1,029 1,091
Other payables - 1
Lease liabilities 1,887 2,094
Deferred tax liability 668 429
Total non-current liabilities
3,584 3,620


Total liabilities 7,704 6,993


Net assets
5,507 3,967
Equity


Share capital
485 485
Share based payment reserve
- 31
Retained earnings
4,565 3,326
Equity attributable to the Parent
5,050 3,842



Non-Controlling Interests
457 125


Total Equity

5,507 3,967

These Consolidated Financial Statements are to be read in conjunction with the accompanying notes.

Third Age Health Services Limited
Unaudited Consolidated Statement of Cash Flows
For the year ended 31 March 2026




2026 2025

$000 $000
Cash flows from operating activities

Receipts from customers 25,887 22,112
Payments to suppliers and employees (20,072) (17,245)
Interest received 21 43
Interest paid (247) (331)
Income taxes paid (1,559) (878)
Net cash flows provided by operating activities 4,029 3,701




Cash flows from investing activities

Payments purchase for property, plant and equipment (83) (116)
Investment in developing intangible assets (113) (36)
Acquisition of businesses, net of cash acquired (1,343) (572)
Net cash flows used in investing activities (1,539) (724)




Cash flows from financing activities

Shares acquired - (111)
Loan repayments on bank borrowings (665) (790)
Payment of lease liabilities (337) (308)
Dividend paid (1,587) (1,351)
Dividend paid to NCI (200) (116)
Proceeds from borrowings 606 598
Net cash flows (used in) / provided by financing activities

(2,183) (2,078)



Net increase in cash and cash equivalents

307 899



Cash and cash equivalents at the beginning of the period

2,594 1,695
Cash and cash equivalents at the end of the period

2,901 2,594












These Consolidated Financial Statements are to be read in conjunction with the accompanying notes.

Third Age Health Services Limited
Notes to the Unaudited Consolidated Financial Statements
For the year ended 31 March 2026

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 11.
2. Statement of accounting policies

Accounting policies remain consistent with the prior year ended 31 March 2025 financial statements.
3. Net tangible assets

The Group has Net Tangible Assets (NTA) as at 31 March 2026 of negative 5.0 cents per share (2025: net tangible assets
negative 3.8 cents per share). The movement in net tangible assets is the result of changes in the Statement of Financial
Position composition predominately owing to the addition of intangible assets recognised on consolidation of the new
acquisitions (refer note 12) partially offset by the repayment of borrowings, payment of leases and increase in cash at
bank.
4. Segment information

4.1. Products and services from which reportable segments derive their revenue

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.

Third Age Health Services Limited
Notes to the Unaudited Consolidated Financial Statements
For the year ended 31 March 2026


4.2. Segment revenues and results

The following is an analysis of the Group’s revenue and results from operations by reportable segment:

Segment revenue 2026 2025

$000 $000
Aged medical care services 14,921 11,752
General practice medical services 7,567 7,329
Total for continuing operations 22,488 19,081


Segment profit before tax 2026 2025

$000 $000
Aged medical care services 3,643 2,816
General practice medical services 734 684
Total for continuing operations 4,377 3,500


Segment profit includes the following items:

For the year ended 31 March 2026 Aged care General practice

medical services medical services

$000 $000
EBITDA 3,997 1,750
Depreciation (62) (394)
Amortisation of intangibles (283) (328)
Interest expense on leases (7) (164)
Interest on bank Loan (2) (130)
Profit before tax 3,643 734


Add back: Loan impairment - -
Profit before tax from underlying core operations 3,643 734


Income tax expense (1,139) (147)
Profit for the period 2,504 587

Third Age Health Services Limited
Notes to the Unaudited Consolidated Financial Statements
For the year ended 31 March 2026


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

Add back: Loan impairment - -
Profit before tax from underlying core operations 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, interest expenses and
interest income.


4.3. Segment assets and liabilities

Segment assets 2026 2025

$000 $000
Aged care medical services incl support functions 6,797 4,091
General practice medical services 9,633 8,416
Total segment assets 16,430 12,507


Intercompany elimination (3,219) (1,547)
Total segment assets 13,211 10,960


Segment liabilities
2026 2025

$000 $000
Aged care medical services incl support functions 6,690 3,200
General practice medical services
4,233 5,340
Total segment liabilities
10,923 8,540


Intercompany elimination (3,219) (1,547)
Total segment liabilities
7,704 6,993

Third Age Health Services Limited
Notes to the Unaudited Consolidated Financial Statements
For the year ended 31 March 2026

5. Employees and contractors


2026
2025


$000 $000
Salaries and wages

2,618 2,664
Short term incentives

130 279
Defined contribution (KiwiSaver)

115 131
Share based payments expense

(36) 13
Employee benefit expense

2,827 3,087




Contractors

345 215


3,172 3,302
The above excludes clinical employee and contractor costs.

6. Finance costs


2026
2025

$000 $000
Interest expense on leases 171 186
Interest on bank Loan 132 151

303 337
7. Amortisation and depreciation

2026
2025

$000 $000
Depreciation on right of use assets 372 362
Depreciation on plant, property and equipment 84 47
Amortisation of acquired intangibles 536 408
Amortisation of software 75 24

1,067 841
8. 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 (2025: 9,954,491).



Authorised


Issued Total issued and fully


Share Capital

paid shares


$000 $000 000's
Balance at 1 April 2025


485 485 9,954
Shares repurchased

- - -
Shares issued


- - -
Balance at 31 March 2026


485 485 9,954

Third Age Health Services Limited
Notes to the Unaudited Consolidated Financial Statements
For the year ended 31 March 2026




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
9. 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

2026 2025

$000 $000
Net profit attributable to the ordinary shareholders of the
parent
2,851 2,339
Earnings used in the calculation of basic earnings per share 2,851 2,339

Weighted average number of shares used as the denominator

2026
2025

Shares Shares

000's 000's
Weighted average number of ordinary shares used as the
denominator in calculating basic earnings per share
9,985 9,985


Adjustments for calculation of diluted earnings per share:

Employee share options - 300



2026 2025
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
9,985 10,285

Third Age Health Services Limited
Notes to the Unaudited Consolidated Financial Statements
For the year ended 31 March 2026

10. Dividends

Ordinary Shares
2026 2025

$000 $000
Dividends to shareholders 1,587 1,351
Dividends to non-controlling interests of Group subsidiaries 200 116
1,787 1,467

Dividends declared and paid during the year ended 31 March
2026:
Cents per share $000
Interim dividend Q3 4.00 396
Interim dividend Q2 4.00 396
Interim dividend Q1 4.00 396
Final dividend for the year ended 31 March 2025 3.98 398

15.98
1,586

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
11. Related party transactions

11.1. 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 2026. The current reporting period includes results from two new subsidiaries that
were not part of the group for the same period last year.
Subsidiary name
Country of
incorporation
Ownership
2026
Ownership
2025
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
- -
Devonport Family Medicine (Third Age Health) Limited New Zealand
100% 100%
EastMed St Heliers Limited New Zealand
67% 67%
Hub Aged Care limited New Zealand
70% 70%
Cicada Health Limited (acquired 1 September 2025) New Zealand
70%
-
ARC Health Limited (acquired 1 September 2025) New Zealand
80%
-
ARC Holdings (Third Age Health) Limited (incorporated 25 August
2025)
New Zealand
100%
-

Third Age Health Services Limited
Notes to the Unaudited Consolidated Financial Statements
For the year ended 31 March 2026

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.

12. Related party transactions

12.1 Acquisition

On 1 September 2025 Third Age Health Services Limited acquired an 80% share of ARC Health Limited (ARC Health), a
Canterbury based primary care provider to aged residential care facilities. In addition, on 1 September 2025 Third Age
Health Services Limited acquired a 70% share of Cicada Health Limited (Cicada), a Tauranga based primary care provider to
aged residential care facilities. The acquisitions support Third Age Health Services Limited’s future growth strategy in the
Canterbury and Tauranga regions, an essential part of expanding our national coverage and continuing to develop the
model of healthcare for older people.

The complete results of the companies since their acquisition have been included in these Consolidated Financial
Statements for the period ended 31 March 2026, contributing $995k (Cicada) and $902k (ARC Health) to Group revenues
and $287k (Cicada) and $430k (ARC Health) to Group EBITDA for the seven months. Prior to acquisition, these businesses
operated on a cash accounting basis. Therefore, owing to a lack of comparable IFRS-specific data, a pro-forma profit or loss
information of the combined entities for FY26 is not provided.

Third Age Health Services Limited
Notes to the Unaudited Consolidated Financial Statements
For the year ended 31 March 2026

Provisional purchase price allocation
Details of the fair value of identifiable assets and liabilities acquired, purchase consideration and goodwill are as follows:

Cicada Heath Limited ARC Health Limited

$000 $000
Cash and working capital adjustment 613 868
Contingent consideration at fair value 183 234
Total fair value of consideration transferred
796 1,102
Fair value of NCI on acquisition
99 151
Current assets

Cash and receivables
122 94
Trade receivables
108 111
Prepayments
- 22
Non-current assets

Property, plant and equipment
- 23
Intangible assets (excluding goodwill)
422 888
Total assets acquired
652 1,138



Cicada Heath Limited ARC Health Limited

$000 $000
Current liabilities

Trade and other liabilities
(68) -
Accrued expenses
(78) (42)
GST and income tax
(59) (94)
Non-current liabilities

Deferred tax liability on intangibles
(118) (249)
Total liabilities acquired
(323) (385)
Total net assets acquired
329 753
Goodwill
566 500

ARC Health Limited (ARC Health)
For ARC Health total nominal consideration transferred or to be transferred to the vendors is as follows:
• $820,281 in cash paid on 1 September 2025.
• $47,530 in cash to be paid as a working capital adjustment.
• $280,000 in deferred contingent consideration considered payable on 1 September 2026, if certain conditions
are met (discussed below).

The $280,000 in total deferred contingent consideration is payable to 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 EBIT is greater than the normalised EBIT agreed during due diligence.

Third Age Health Services Limited
Notes to the Unaudited Consolidated Financial Statements
For the year ended 31 March 2026

The fair value of the deferred consideration under IFRS 13 has been calculated using a net present value calculation at an
appropriate discount rate. No risk portion calculation is deemed necessary. The fair value of the $280,000 deferred
contingent consideration is $233,997. The total difference of $46,003 interest expense is recorded over one year and
expensed monthly until 1 September 2026.

The total fair value of all consideration is $1,101,808.

The $820,281 cash paid was fully financed through working capital of the Group.

The expenses relating to the acquisition of ARC Health are the following:

• $24,159 in legal fees have been included in the Unaudited Consolidated Statement of Profit or Loss and Other
Comprehensive Income
• $46,003 in interest costs over 12 months from discounting the contingent consideration payable 1 September
2025 to fair value at acquisition date. $3,834 in interest costs have been included in the Unaudited Consolidated
Statement of Profit or Loss and Other Comprehensive Income.

At acquisition date the company held trade receivables with a book and fair value of $110,798. 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. 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. Deferred tax liability of 28% on intangible assets is calculated at the time of acquisition, the minority interest
portion is considered immaterial.

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.
With this method, we have included the intangibles recognised on consolidation which cannot be recognised in the
separate financial statements (PHO Contract and Customer Relationships). The total NCI of $150,711 is made up on the
following:
• 20% of the book value of all the net balance sheet assets as at 30 September 2025 (20% of $113,884)
• 20% of the customer relationships calculated above (20% of $617,175)
• 20% of the PHO contract calculated above (20% of $271,255)
• 20% of deferred tax liability on intangibles (20% of ($248,760))

Cicada Health Limited (Cicada)

For Cicada total nominal consideration transferred or to be transferred to the vendors is as follows:
• $607,150 in cash paid on 1 September 2025.
• $6,486 of cash to be paid as a working capital adjustment being 100% of net August receivables collected after
acquisition date per the sale and purchase agreement. This was adjusted down because of an existing liability to
the minority partners.
• $218,750 in deferred contingent consideration considered payable on 1 September 2026, if certain conditions
are met (discussed below).

Third Age Health Services Limited
Notes to the Unaudited Consolidated Financial Statements
For the year ended 31 March 2026

The $218,750 in total deferred contingent consideration is payable to the vendors if 12 months EBIT is over the normalised
EBIT agreed during due diligence.

The fair value of the deferred consideration under IFRS 13 has been calculated using net present value at an appropriate
discount rate. No risk portion calculation is deemed necessary. The fair value of the $218,750 deferred contingent
consideration is $182,810. The total difference of $35,940 interest expense is recorded over 1 year expensed monthly until
1 September 2026.

The total fair value of all consideration is $832,386.

The $607,150 cash paid was financed via a draw on our line of credit.

The expenses relating to the acquisition of Cicada are the following:

• $22,904 in legal fees have been included in the Unaudited Consolidated Statement of Profit or Loss and Other
Comprehensive Income.
• $35,940 in interest costs over 12 months from discounting the contingent consideration payable 1 September
2025 to fair value at acquisition date. $2,995 in interest costs have been included in the Unaudited Consolidated
Statement of Profit or Loss and Other Comprehensive Income.

At acquisition date the company held trade receivables with a book and fair value of $107,949. 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. 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. Deferred tax liability of 28% on intangible assets is calculated at the time of acquisition, the minority interest
portion is considered immaterial.

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.
With this method, we have included the intangibles recognised on consolidation which cannot be recognised in the
separate financial statements (PHO Contract and Customer Relationships). The total NCI of $98,709 is made up on the
following:
• 30% of the book value of all the net balance sheet assets as at 30 September 2025 (30% of $24,957)
• 30% of the customer relationships calculated above (30% of $279,310)
• 30% of the PHO contract calculated above (30% of $143,002)
• 30% of deferred tax liability on intangibles (30% of ($118,248))

Both ARC Health and Cicada acquisitions have working capital adjustments and deferred consideration included in their
sale and purchase agreements. Whilst initial accounting has been completed for the period ending 31 March 26, these
amounts are subject to change up to and including 12 months after acquisition consistent with IFRS 3 business
combinations.

Third Age Health Services Limited
Notes to the Unaudited Consolidated Financial Statements
For the year ended 31 March 2026


Hub Aged Care Limited

On 1 April 2024, a 70% share of Hub Aged Care Limited was acquired including deferred consideration payable one year
later. In April 2025 it was deemed that the performance metrics required for a full payout in the deferred consideration for
the acquisition of Hub Aged Care Limited had been reached as per the sale and purchase agreement. A $130k payment was
made in April 2025 to the vendor consistent with our reporting in our audited consolidated annual financial statements for
the year ending 31 March 2025.

---

Results announcement
(for Equity Security issuer/Equity and Debt Security issuer)



Results for announcement to the market
Name of issuer Third Age Health Services Limited
Reporting Period 12 months to 31 March 2026
Previous Reporting Period 12 months to 31 March 2025
Currency New Zealand Dollar
Amount (000s) Percentage change
Revenue from continuing
operations
$22,488 17.9%
Total Revenue $22,488 17.9%
Net profit/(loss) from
continuing operations
$3,091 24.7%
Total net profit/(loss) $3,091 24.7%
Interim/Final Dividend
Amount per Quoted Equity
Security
$0.04000000
Imputed amount per Quoted
Equity Security
$0.01555556
Record Date 8 June 2026
Dividend Payment Date 15 June 2026
Current period Prior comparable period
31 March 2025
Net tangible assets per
Quoted Equity Security (in
dollars and cents per
security)
-$0.050 -$0.038
A brief explanation of any of
the figures above necessary
to enable the figures to be
understood
For a detailed commentary on the performance for the period
please refer to the attached market announcement and
Preliminary Report. The NTA is negative due to a large
proportion of our assets being intangible assets, notably goodwill
from acquisitions which are excluded in calculated tangible
assets. Further impacted by IFRS16 adjustments for RoU
assets and lease liabilities combined with a bank loan facility
drawn to fund acquisitions, increasing total liabilities. The
movement in our NTA from 31 March 25 relates to two
acquisitions which have increased intangibles and goodwill.
Authority for this announcement
Name of person

authorised
to make this announcement
Geraldine Bromley – Head of Finance
Contact person for this
announcement
Geraldine Bromley

Contact phone number 0221275598
Contact email address Geraldineb@thridagehealth.co.nz
Date of release through MAP

29 May 2026

Unaudited financial statements accompany this announcement.

---

Distribution Notice



Please note: all cash amounts in this form should be provided to 8 decimal places

Section 1: Issuer information
Name of issuer Third Age Health Services Limited
Financial product name/description Third Age Health Services Limited Ordinary Shares
NZX ticker code TAH
ISIN (If unknown, check on NZX
website)
NZTAHE0001S0
Type of distribution
(Please mark with an X in the
relevant box/es)
Full Year Quarterly X
Half Year Special
DRP applies
Record date 08 June 2026
Ex-Date (one business day before the
Record Date)
05 June 2026
Payment date (and allotment date for
DRP)
15 June 2026
Total monies associated with the
distribution
1

$398,179.64

Source of distribution (for example,
retained earnings)
Retained earnings
Currency New Zealand Dollars
Section 2: Distribution amounts per financial product
Gross distribution
2
$0.05555556
Gross taxable amount
3
$0.05555556
Total cash distribution
4
$0.04000000
Excluded amount (applicable to listed
PIEs)
N/A
Supplementary distribution amount N/A
Section 3: Imputation credits and Resident Withholding Tax
5

Is the distribution imputed Fully imputed

1
Continuous issuers should indicate that this is based on the number of units on issue at the date of the form
2
“Gross distribution” is the total cash distribution plus the amount of imputation credits, per financial product, before the deduction of
Resident Withholding Tax (RWT).
3
“Gross taxable amount” is the gross distribution minus any excluded income.
4
“Total cash distribution” is the cash distribution excluding imputation credits, per financial product, before the deduction of RWT.
This should include any excluded amounts, where applicable to listed PIEs.
5
The imputation credits plus the RWT amount is 33% of the gross taxable amount for the purposes of this form. If the distribution is
fully imputed the imputation credits will be 28% of the gross taxable amount with remaining 5% being RWT. This does not constitute
advice as to whether or not RWT needs to be withheld.

If fully or partially imputed, please
state imputation rate as % applied
6

28%
Imputation tax credits per financial
product
$0.01555556
Resident Withholding Tax per
financial product
$0.00277778
Section 4: Distribution re-investment plan (if applicable)
DRP % discount (if any)
n/a
Start date and end date for
determining market price for DRP

Date strike price to be announced (if
not available at this time)

Specify source of financial products to
be issued under DRP programme
(new issue or to be bought on market)

DRP strike price per financial product

Last date to submit a participation
notice for this distribution in
accordance with DRP participation
terms

Secion 5: Authority for this announcement
Name of person

authorised to make
this announcement
Geraldine Bromley
Contact person for this
announcement
Geraldine Bromley
Contact phone number
022 127 5598
Contact email address geraldineb@thirdagehealth.co.nz
Date of release through MAP

29/05/2026





6
Calculated as (imputation credits/gross taxable amount) x 100. Fully imputed dividends will be 28% as a % rate applied.

---

29 May 2026
Executive Remuneration
John Fernandes was appointed Executive Chairman effective from 13 October 2025. As a
consequence, John ceased to be an independent director at that time.
John had requested that any remuneration relating to his executive responsibilities be fully
variable and tied to drivers of value creation. The non-conflicted directors acknowledged
this intent but preferred a base pay component to ensure the arrangement was
commercially sustainable in the long run. Consequently, a base fee of $120,000 per annum
payable in monthly instalments, plus a fully variable and at-risk incentive fee, was agreed.
The incentive fee is calculated as: Base Fee x Company Performance Factor x Individual
Factor, and is pro-rated in the first year.
The Company Performance Factor is determined by reference to the sum of Revenue
Growth and Return on Invested Capital (ROIC). A "risk-free" rate of return of 5% is
subtracted from the ROIC component.
The Individual Factor (IF) is determined by the non-conflicted directors of the Company
after taking into account the executive's responsibilities, skills, and the performance and
size of the company.
Any incentive fee is payable within 30 days of finalisation of the Company’s audited annual
results.
For the period from 13 October 2025 to 31 March 2026, John was paid a pro-rata base fee
of $56,307.69 and the non-conflicted directors determined a pro-rata incentive fee of
$69,631.12.
John has committed to reinvest at least 50% of any after-tax incentive payment into the
Company's shares. This is subject to the availability of shares to purchase on-market,
compliance with the Company's trading policies, and any other legal requirements. These
shares must be held for a minimum of four years unless otherwise agreed by the
Company.
John and the Company have also negotiated reciprocal termination rights on 12 months’
notice.
Other Executives
Similar remuneration principles and requirements apply to the General Managers of the
Company's business units and to other senior team members from FY27 onwards. These
requirements include reinvesting a percentage of any after-tax incentive payment in the
Company's shares and observing a minimum holding period.
Authorised for issue by:
The Board of Directors