Third Age Health releases 2026 Annual Report
26 June 2026
Third Age Health Annual Report for the year ended 31 March 2026
Third Age Health Services Limited (NZX: TAH) is pleased to release to shareholders its annual report for the year
ended 31 March 2026 (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 over 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
---
ANNUAL
Report
2026
Our Mission, Vision and Values
FY26 Business Summary
FY26 Financial Summary
Letter to Shareholders
Built Around the Needs of Aged Care
Strengthening Foundations, Expanding Impact
Our Board
Consolidated Financial Statements
Directors' Responsibility Statement
Consolidated Statement of Profit or Loss and Other
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
3
4
5
6
10
12
16
17
18
19
20
21
22
23
61
66
79
85
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
FY26 Business Summary
For over 15 years, Third Age Health Services Limited (“Third Age Health”, “TAH”) has
played a steady and evolving role in supporting healthcare outcomes for older New
Zealanders. What began as a focused provider of primary medical services to aged
residential care has developed into a national healthcare organisation supporting older
New Zealanders in aged residential care, while also delivering general practice services
to the wider communities served by our clinics.
Today, TAH works alongside a broad network of aged residential care facilities, general
practices and healthcare partners across New Zealand. Our role is to provide reliable,
clinically led services in environments where continuity, responsiveness and coordination
matter.
The need for this work continues to grow. New Zealand’s ageing population, increasing
clinical complexity and ongoing pressure across the wider health system are placing
greater demands on primary care and aged care providers. TAH’s model is designed to
help meet that need through practical, consistent and locally grounded clinical support.
Our general practices in Auckland and Hawke’s Bay continue to provide accessible care
and maintain trusted relationships within their communities.
Across the organisation, our clinicians and support teams remain central to our
performance. Their professionalism and consistency underpin the quality and continuity
of care provided to patients every day.
As we mark our 15th anniversary, we reflect on a business that continues to evolve with
the needs of the people and communities it serves. The foundations of TAH remain
unchanged: trusted relationships, reliable service delivery and a commitment to
improving healthcare for older New Zealanders.
4
Financial Highlights $'000
Third Age Health and Controlled Entities
H1H2
%
Change
FY26 FY25
YOY %
Change
Revenue10,65311,835+11.1%22,48819,081+17.9%
Underlying EBIT2,5392,752+8.4%5,2914,269+23.9%
Underlying EBIT Margin23.8%23.3%-0.5%23.5%22.4%+1.1%
Underlying NPBTA
1
2,3672,552+7.8%4,9203,908+25.9%
Underlying NPBTA%
1
22.2%21.6%-0.6%21.9%20.5%+1.4%
Underlying NPATA
2
1,7421,891+8.6%3,6342,886+25.9%
Underlying NPATA%
2
16.4%16.0%-0.4%16.2%15.1%+1.1%
Statutory NPAT1,5201,571+3.4%3,0912,478+24.7%
Statutory NPAT%14.3%13.3%-1.0%13.7%13.0%+0.7%
Diluted Earnings Per Share14.4414.16+0.4%28.3822.74+24.8%
Ordinary Dividends Per Share
(cents)
8.008.000.0%16.0014.71+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%
FY26 FINANCIAL SUMMARY
Underlying NPBTA is adjusted for non-cash amortisation charges arising as a result of purchase accounting rules.
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
5
Letter to Shareholders
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. Since this letter was prepared, Niomi has advised that she will step
down from her role as General Manager of the ARC business for health reasons at the
end of July. Niomi remains in the role during the transition period, and we are grateful for
her leadership and contribution.
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.
6
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.
7
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.
8
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
9
Built Around the Needs
of Aged Care
Reflecting on 15 years of service
As Third Age Health (TAH) marks its 15th anniversary, we reflect on a journey that
began with a simple conversation.
In the organisation's early days, discussions with aged residential care providers
revealed a challenge being experienced across the sector. While facilities worked
tirelessly to support their residents, access to consistent, around the clock high-quality
primary medical care often varied, creating uncertainty for residents, families and care
teams.
For Founder and Board Director, Bevan Walsh, these conversations highlighted an
opportunity to make a practical meaningful difference.
"The more people I spoke with, the clearer it became that this wasn't an isolated issue.
Facilities were doing their best, but many were facing the same challenges. I heard
them and set about creating a robust, consistent, dependable service that is truly
responsive to their needs, taking burdens from their shoulders by having our
organisation take on the responsibility for providing their primary care service. Facility
operators’ enthusiasm for this was immediately obvious”.
The earliest model centred on providing dedicated practitioner support and after-hours
cover to a small number of aged residential care facilities. Simple in concept, those
early partnerships became important learning opportunities.
By listening to residents, families, nurses, facility managers and clinicians, TAH
developed a deeper understanding of the operating realities within aged residential care
facilities, and of what is required to deliver reliable primary care in that environment.
10
One of the most important early learnings was that quality care requires more than
clinical expertise. It depends on continuity, responsiveness, collaboration, and a genuine
understanding of the environments in which residents live.
As trust grew, so too did the opportunity to support more providers and communities.
Many of the organisation's earliest partners shared a willingness to work differently and
to address longstanding challenges in the delivery of primary care within aged residential
care. Their collaboration helped establish the foundations on which TAH continues to
build today.
The organisation we see today has been shaped by many people: providers who shared
their challenges, clinicians who committed themselves to the care of older New
Zealanders, and leaders and teams who believed there was a better way to deliver
healthcare. Their expertise and, commitment have helped extend TAH’s reach and
strengthen our services, while keeping the organisation grounded in the needs of the
people it serves.
While TAH now delivers care at a very different scale, the original purpose of our ARC
Medical Services business remains clear. As New Zealand's population ages and
demand for healthcare services grows, the need for reliable, coordinated, around-the-
clock primary care for older people is as relevant today as it was when the organisation
began.
11
New Zealand’s population is ageing, creating a long-term increase in demand for
healthcare services designed around the needs of older people.
The proportion of New Zealanders aged 65 and over has increased materially over recent
decades and is projected to continue rising. At the same time, the ratio of older people to
the working-age population is also expected to increase, placing additional pressure on
healthcare delivery, aged residential care and the broader primary care workforce.
These demographic trends are contributing to more frequent and complex care needs
across primary, specialist and hospital settings. For aged residential care providers, this
reinforces the importance of reliable clinical support, strong coordination and continuity of
care.
TAH’s work sits directly within this structural need. By supporting aged residential care
facilities and operating general practices in local communities, the organisation is
positioned to contribute practical capacity and clinical expertise in areas of growing
demand.
Responding to an Ageing Population
Strengthening Foundations,
Expanding Impact
12
2024
100 working-age people
25 older people
2078
100 working-age people
43–57 older people
The proportion of New
Zealanders aged 65 and over
increased from 12.3% in 2006 to
16.6% in 2023 and is projected
to reach around 28% by 2073
(EHINZ, based on Stats NZ
projections).
The 65+ dependency ratio,
which measures the number of
people aged 65 and over for
every 100 people of working
age, is also projected to rise
from approximately 25 per 100
in 2024 to between 43 and 57
per 100 by 2078 (Stats NZ).
65 years and over85 years and over
202020232028203320382043204820532058206320682073
0
5
10
15
20
25
30
Years
% of total population
Source: Statistics 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
13
From Left: Excellence in Action Award Recipients receiving acknowledgement. Donelle Thompson and
Charisma Salabe, Paula Draper, Jill Skinner and Niomi Fleming
The Team Behind the Care
The quality of TAH’s services depends on the people delivering them. During the year,
we introduced the Excellence in Action Awards to recognise team members who
demonstrate our values and contribute to better outcomes for patients, residents,
clients and colleagues.
Two recognition rounds were completed during the year, attracting strong participation
from across the organisation. The nominations highlighted the many ways our people
contribute beyond their core roles to support quality care, collaboration and continuous
improvement.
Members of our clinical and leadership teams also contributed to Health Informatics
New Zealand’s eHealthTALK NZ podcast series, sharing perspectives on digital tools,
artificial intelligence and the future of healthcare delivery in aged residential care.
These contributions provided an opportunity to discuss the role of technology in
supporting clinical workflows, risk identification, workforce development and improved
coordination of care. They also reflected TAH’s growing contribution to national
conversations about healthcare for older New Zealanders.
14
OUR Team
Third Age Health Team Highlights
Clockwise Top Left: TAH Team at GPCME Rotorua, Women’s Health Week Pop up clinic Selwyn Village, Devonport
Family Medicine merged team, TAH End of Year Gathering - Ceramic painting, Nurse Practitioner Pathway graduates
and TAH Team ACA Conference Christchurch.
15
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
Executive Chairman | Appointed February 2019
John is CFO of Ruminant BioTech. He has experience in strategy,
finance and continuous improvement within financial services, telco,
media and technology businesses in NZ. John has held roles at
MacroActive, 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.
16
CONSOLIDATED FINANCIAL STATEMENTS
Third Age Health Services Limited
and subsidiaries
For the year ended 31 March 2026
Third Age Health Services Limited
Directors’ responsibility statement
18
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 2026.
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 2026 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 2026
by:
John Samuel Ronny Fernandes
Executive Chairman
Wayne Geoffrey 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 2026
19
2026 2025
Notes $000 $000
Revenue 4 22,488 19,081
Cost of services 5 (11,400) (9,181)
Gross profit
11,088 9,900
Other income
50 58
Employees and contractors 7 (3,172) (3,302)
Professional and consulting fees 8 (645) (523)
Other expenses 9 (1,574) (1,455)
Operational expenses
(5,391) (5,280)
EBITDA
5,747 4,678
Amortisation and depreciation 10 (1,067) (841)
Finance costs 11 (303) (337)
Profit before income tax
4,377 3,500
Income tax expense 13 (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 2,339
Non-controlling interests 27 266 139
Profit for the year
3,091 2,478
Earnings per share 15
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
Consolidated statement of changes in equity
For the year ended 31 March 2026
20
Share
Capital
Share-
Based
Payments
Reserve
Retained
Earnings
Non-
controlling
Interest Total
Notes $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 14 - - (1,351) (116) (1,467)
Share buyback 24 (111) - - - (111)
Transfer - (634) 634 - -
Share-based payments 25.2 - 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 14 - - (1,586) (200) (1,786)
Share-based payments 25.2 (31) - - (31)
Other Adjustments - - - 16 16
NCI on acquisition - - - 250 250
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
Consolidated statement of financial position
For the year ended 31 March 2026
21
2026 2025
Notes $000 $000
Current assets
Cash and cash equivalents
16 2,901 2,594
Trade and other receivables
17 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
18 1,975 2,181
Intangible assets
19 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
21 2,563 1,882
Employee benefits
516 432
Provisions
22 22
Tax liabilities
588 648
Bank Loan
23, 29 63 59
Lease liabilities
18 368 330
Total current liabilities
4,120 3,373
Non-current liabilities
Bank loan 23, 29 1,029 1,091
Other payables 21 - 6
Lease liabilities 18 1,887 2,094
Deferred tax liability 13.2 668 429
Total non-current liabilities
3,584 3,620
Total liabilities
7,704 6,993
Net assets
5,507 3,967
Equity
Share capital
24 485 485
Share-based payment reserve
- 31
Retained earnings
4,565 3,326
Equity attributable to the parent
5,050 3,842
Non-controlling interests
27 457 125
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
Consolidated statement of cash flows
For the year ended 31 March 2026
22
2026 2025
Notes $000 $000
Cash flows from operating activities
Receipts from customers
25,888 22,112
Payments to suppliers and employees
(20,077) (17,245)
Interest received
21 43
Interest paid
(247) (331)
Income taxes paid
(1,559) (878)
Net cash flows provided by operating activities 12 4,026 3,701
Cash flows from investing activities
Payments for purchase of property, plant and equipment
(83) (116)
Investment in developing intangible assets (113) (36)
Acquisition of business, 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
(666) (790)
Payment of lease liabilities 18 (335) (308)
Dividend paid 14 (1,586) (1,351)
Dividend paid to NCI 14 (200) (116)
Proceeds from borrowings 20.1 607 598
Net cash flows used in by financing activities
(2,180) (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 consolidated financial statements
For the year ended 31 March 2026
23
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 26.1.
The Consolidated Financial Statements of the Group are for the year ended 31 March 2026. 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 2026
24
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 2026
25
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 2026
26
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 2026
27
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 2025.
2.14. Standards issued but not yet effective
There are new or amended accounting standards mandatory effective 1 January 2026 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
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 2026 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 2026
28
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 19)
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 19
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 2026
29
• 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.
• Purchase Price Allocation
The fair value of assets recognised at the acquisition date has been determined using a valuation
approach based on expected future economic benefits, applying a discounted cash flow methodology
consistent with a value-in-use framework. This assessment required significant judgement and
estimation, including the identification and separation of cash flows attributable to the intangible asset,
the determination of appropriate forecast growth rates, operating margins and useful lives, and the
selection of an appropriate discount rate reflecting the risks specific to the asset. Please see note
19.3 and 20.1 for further details.
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 2026
30
Revenue from contracts with customers
2026
2025
$000 $000
Capitation revenue
Aged medical care services 4,350 3,156
General practice medical services 4,368 4,115
Consultation revenue
Aged medical care services 10,472 8,389
General practice medical services 2,690 2,712
Other revenue
Aged medical care services 99 207
General practice medical services 509 502
Total revenue from contracts with customers 22,488 19,081
Geographical information
Over the two years covered by the Consolidated Financial Statements, the Group operated in New
Zealand only.
Timing of revenue recognition
2026 2025
$000 $000
Revenue recognised at point in time basis
13,770 11,810
Revenue recognised on a time lapsed basis
8,718 7,271
22,488 19,081
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:
2026
2025
$000 $000
Customer 1
2,948 2,759
No other single customers contributed 10% or more to the Group’s revenue for both 2026 and 2025.
Third Age Health Services Limited
Notes to the consolidated financial statements
For the year ended 31 March 2026
31
5. Cost of services
Cost of services line includes direct costs of doctors, nurses and medical supplies as well as other
direct costs.
2026 2025
$000 $000
Practitioners (GP’s and nurses) 11,123 8,927
Defined contribution (KiwiSaver)
73 29
Medical supplies 204 225
Total for cost of services 11,400 9,181
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 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 3,595 2,816
General practice medical services 782 684
Total for continuing operations 4,377 3,500
Third Age Health Services Limited
Notes to the consolidated financial statements
For the year ended 31 March 2026
32
Segment profit includes the following items:
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
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) (82)
Interest on deferred consideration (48) -
Profit before tax 3,595 782
Income tax expense (1,139) (147)
Profit for the period 2,456 635
EBITDA represents profit before tax excluding amounts for depreciation and amortisation expenses
and interest expenses.
6.3. Segment assets and liabilities
Segment assets 2026 2025
$000 $000
Aged medical care 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
Third Age Health Services Limited
Notes to the consolidated financial statements
For the year ended 31 March 2026
33
Segment liabilities
2026
2025
$000 $000
Aged medical care services including 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
7. Employees and contractors
2026
2025
Note
$000 $000
Salaries and wages
2,619 2,664
Short term incentives
130 279
Defined contribution (KiwiSaver)
115 131
Share based payments expense
25.2
(37) 13
Employee benefit expense
2,827 3,087
Contractors
345 215
3,172 3,302
The above excludes clinical employee and contractor costs included in cost of services.
8. Professional and consulting fees
2026 2025
$000 $000
Fees payable to auditor 94 104
Accounting and taxation services 83 55
Legal expenses 170 54
Directors' fees 180 180
Listing and share registry costs 48 38
Other consultancy costs 70 92
645 523
Fees payable to our auditor Vikas Gupta of UHY Haines Norton, of $94k relate to fees for the annual
audit of the Consolidated Financial Statements (2025: $104k). 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 2026
34
9. Other expenses
2026
2025
$000 $000
Technology / IT
849 720
Marketing & PR
34 24
Travel & entertainment
45 42
Professional operational services
252 212
Office and General
394 457
1,574 1,455
10. Amortisation and depreciation
Note
2026
2025
$000 $000
Depreciation on right of use assets
18
372 362
Depreciation on plant, property and equipment
84 47
Amortisation of acquired intangibles
19.3
543 408
Amortisation of software
19.3
68 24
1,067 841
11. Finance costs
2026
2025
$000 $000
Interest expense on leases 171 186
Interest on bank Loan 84 151
Interest on deferred consideration 48 -
303 337
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
2026
2025
$000 $000
Profit before income tax 4,377 3,500
Adjustments to reconcile profit before tax to net cash flows:
Depreciation 456 409
Amortisation of intangibles 611 432
Share-based payments expense (37) 13
Other non-cash adjustments 4 8
Third Age Health Services Limited
Notes to the consolidated financial statements
For the year ended 31 March 2026
35
2026
2025
$000 $000
Working capital adjustments:
(Increase)/decrease in trade and other receivables (160) (284)
(Increase)/decrease in other assets (30) (23)
(Increase)/decrease in accrued revenue (37) 279
Increase/(decrease) in trade and other payables
674 294
Increase/(decrease) in employee benefits 84 96
Non-operating working capital adjustment (333) (162)
Impact of working capital acquired (24) 17
5,585 4,579
Income tax paid (1,559) (878)
Net cash from operating activities 4,026 3,701
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:
2026
2025
$000 $000
Current income tax
1,414 1,205
Deferred income tax
(130) (201)
Benefit of timing differences not previously brought into account
2 18
Total income tax expense recognised in the current year
1,286 1,022
Third Age Health Services Limited
Notes to the consolidated financial statements
For the year ended 31 March 2026
36
Income tax expense for the year can be reconciled to the accounting profit as follows:
2026
2025
$000 $000
Profit before tax
4,377 3,500
Income tax expenses calculated at 28%
1,226 980
Effect of non-deductible expenses
58 24
Benefit of timing differences not previously brought into account
2 18
Total income tax expense recognised in the current year
1,286 1,022
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.
2026 2025
$000 $000
Deferred tax asset 766 892
Deferred tax liability (1,434) (1,321)
(668) (429)
Deferred tax assets relate to:
Provisions and accruals 170 203
Lease Liabilities 596 689
766 892
Deferred tax liabilities relate to: 2026 2025
Right-of-use-assets (513) (614)
Intangible assets (921) (707)
(1,434) (1,321)
Third Age Health Services Limited
Notes to the consolidated financial statements
For the year ended 31 March 2026
37
The movement on deferred tax is summarised as follows.
Provisions
and
accruals
Right-of-
use-
assets
Leases
Intangible
assets
Totals
$000 $000 $000 $000 $000
Opening net deferred tax
asset/(liability)
203 (614) 689 (707) (429)
Additions through
acquisitions
- - - (367) (367)
Recognised in the profit and
loss
(33) 101 (93) 153 128
Closing net deferred tax
asset/(liability)
170 (513) 596 (921) (668)
13.3. Imputation credits
The Group had New Zealand imputation credits of $1,962,736 (2025: $1,237,945) available for use in
subsequent periods.
14. Dividends
Ordinary shares 2026 2025
$000 $000
Dividends to shareholders 1,586 1,351
Dividends to non-controlling interests of Group subsidiaries 200 116
1,786 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
Third Age Health Services Limited
Notes to the consolidated financial statements
For the year ended 31 March 2026
38
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
2026
2025
$000 $000
Net profit attributable to the ordinary shareholders of the
parent
2,825 2,339
Earnings used in the calculation of basic earnings per
share
2,825 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
9,954 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
9,954 10,285
Share options issued under ESOP plans are considered as dilutive.
16. Cash and cash equivalents
2026 2025
$000 $000
Cash on hand and at bank
2,901 2,594
2,901 2,594
Third Age Health Services Limited
Notes to the consolidated financial statements
For the year ended 31 March 2026
39
17. Trade and other receivables
Current
2026
2025
$000 $000
Trade receivables 1,265 1,107
Less provision for estimated credit loss (59) (59)
1,206 1,048
Other receivables 13 11
1,219 1,059
As at 31 March 2026 94% of the Group's trade receivables are current (2025: 93%). 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.
Expected credit loss rate Carrying amount
Allowance for
expected credit
losses
2026
2025
2026
2025
2026
2025
$000 $000 $000 $000 $000 $000
Current (<30 days) 0% 0% 1,193 1,035 1 1
30 to 60 days 27% 31% 11 15 3 5
60 to 90 days 67% 74% 9 11 6 8
Over 90 days 94% 98% 52 46 49 45
1,265 1,107 59 59
18. 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.
Third Age Health Services Limited
Notes to the consolidated financial statements
For the year ended 31 March 2026
40
Right-of-use assets are measured at cost comprising the following:
• the amount of the initial measurement of lease liability.
• 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
2026
2025
$000 $000
Opening balance
2,181 2,514
Additions
155 -
Lease reassessments
11 29
Depreciation
(372) (362)
Closing balance
1,975 2,181
Lease liabilities
2026
2025
$000 $000
Opening balance
2,424 2,705
Additions
155 -
Lease reassessments
11 27
Interest
171 185
Lease repayments
(506) (493)
Closing balance
2,255 2,424
Current
368 330
Non-current
1,887 2,094
2,255 2,424
The group acquired ARC Health Limited on 01 September 2025 which had a pre-existing lease
predominately used by their administrative staff.
Amounts recognised in the statement of profit or loss
2026
2025
$000 $000
Depreciation of right-of-use assets
372 362
Interest expense (included in finance cost)
172 185
Short term office rent (included in office and general)
30 32
Variable lease (included in office and general & other expenses)
141 139
The total cash outflow for leases in the 12-month period ended March 2026 was $649k (2025: $632k).
The future minimum rentals payable under non-cancellable operating leases are $518k (2025: $844k)
Third Age Health Services Limited
Notes to the consolidated financial statements
For the year ended 31 March 2026
41
19. Intangible assets
2026 2025
Notes $000 $000
Goodwill 19.1 3,143 2,078
Intangibles 19.3 3,530 2,695
6,673 4,773
19.1. 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.
2026 2025
Note $000 $000
Opening balance
2,078 1,651
Additions from acquisitions 20.1 1,065 427
Closing balance
3,143 2,078
Goodwill impairment
- -
Net carrying amount of goodwill
3,143 2,078
As at 31 March 2026 goodwill related to the age medical care services segment was $1,492k (FY25:
$427k) and goodwill related to the general practice medical services was $1,651k (FY25: $1,651k).
19.2. 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), Hub Aged Care Limited (HAC), Cicada Health Limited (CIC) and ARC Health Limited
(ARCH). 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 2026
42
The allocation of goodwill for each CGU is as follows:
2026 2025
$000 $000
Hawkes Bay Wellness Centre Limited (HBWC)
408 408
Ponsonby Medical (Third Age Health) Limited (PMC)
375 375
EastMed St Heliers Limited (EMSHL)
790 790
Hub Aged Care Limited (HAC)
427 427
Belmont Medical Centre Limited (BMC)
- 13
Devonport Family Medicine (Third Age Health) Limited (DFM)
- 65
Devonport Family Medicine (Third Age Health) Limited and
Belmont Medical Centre Limited (DFM/BMC)
78 -
Cicada Health Limited (CIC) (acquired on 1 September 2025)
566 -
ARC Health Limited (ARCH) (acquired on 1 September 2025)
499 -
3,143 2,078
During the financial year, we combined the practices of Belmont Medical Centre and Devonport
Family Medicine. The staff and patients at BMC moved to DFM. As such, all assets and liabilities
required for the CGU BMC have been shifted to DFM.
For the 2026 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 10 growth rate for the HBWC,
CICA, and ARCH CGUs. Actual FY26 results plus year 1 to 10 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 the forecast or actual FY26.
A forecast was generated to model the expected growth of the eight CGUs. The following table sets
out key assumptions within the forecast:
Discount rate (pre-tax)
22%-29% (2025: 16-18%)
Terminal growth rate 2% (2025: 3%)
Year 1 - 5 growth rate 2% (2025: 3%)
Assumption Approach used for determining values
Discount rate Based on the Company’s WACC calculated using CAPM modelling.
This has then been adjusted up for each CGU.
Terminal growth rate Based on historical long run inflation rate.
Year 1 - 10 growth rate Based on a more conservative 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.
Third Age Health Services Limited
Notes to the consolidated financial statements
For the year ended 31 March 2026
43
HBWC PMC DFM/BMC
EMSHL
HAC ARCH CICA
2026 2026 2026 2026 2026 2026 2026
Year 1 – 10
growth rate
No reasonably
possible
movement
Reduction from
2% growth to
negative 0.5%
growth
No reasonably
possible
movement
Reduction
from 2%
growth to
0.7%
growth
No
reasonably
possible
movement
No reasonably
possible
movement
No
reasonably
possible
movement
Discount rate
No reasonably
possible
movement
Increase from
22% to 26.2%
pre-tax
No reasonably
possible
movement.
Increase
from 22%
to 28%
pre-tax
No
reasonably
possible
movement
No reasonably
possible
movement
No
reasonably
possible
movement
The value-in-use is estimated to exceed the carrying amount of EastMed by $0.6 million. The value-
in-use is estimated to exceed the carrying amount of Ponsonby by $0.5 million. As such, there has
been no impairment of the asset during the year.
19.3. 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).
Third Age Health Services Limited
Notes to the consolidated financial statements
For the year ended 31 March 2026
44
Software
development
Patient
database
Enrolled
service users
(beds under
care)
PHO
agreement
Work in
progress
Total
$000 $000 $000 $000 $000 $000
Cost:
Balance at 31 March 2025 205 1,368 467 1,880 - 3,920
Additions 24 - 112 136
Additions from acquisitions - - 896 414 - 1,310
Disposals / retirements - - - - - -
Balance at 31 March 2026 229 1,368 1,363 2,294 112 5,366
Accumulated depreciation:
Balance at 31 March 2025 (36) (474) (78) (637) - (1,225)
Amortisation expense (68) (142) (170) (231) - (611)
Balance at 31 March 2026 (104) (616) (248) (868) - (1,836)
Carrying amount at 31
March 2026
125 752 1,115 1,426 112 3,530
Carrying amount at 31
March 2025
169 894 389 1,243 - 2,695
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) (637) (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
Third Age Health Services Limited
Notes to the consolidated financial statements
For the year ended 31 March 2026
45
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 2026 is as follows:
HBWC BMC PMC DFM EMSHL HAC CIC ARCH
Remaining useful life (years) 2.0 5.5 6.0 6.0 6.5 4.0 4.4 5.4
20. Business combinations
20.1. Acquisitions
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 $170k (Cicada) and $233k (ARC Health) to Group
net profit after tax for the seven months. Prior to acquisition, these businesses operated on a cash
accounting basis. Five months of non-adjusted, cash accounting for the period 1 April to 31 August
2025 produced a net profit of $46k (Cicada) and $145k (ARC Health) and produced revenue of $781k
(Cicada) and $580k (ARC Health).
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 613 867
Contingent consideration at fair value 183 234
Total fair value of consideration transferred
796 1,101
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
Right of use Asset
- 155
Intangible assets (excluding goodwill)
422 888
Total assets acquired
652 1,293
Third Age Health Services Limited
Notes to the consolidated financial statements
For the year ended 31 March 2026
46
Cicada Heath
Limited
ARC Health
Limited
$000 $000
Current liabilities
Trade and other liabilities
(68) -
Lease Liability
- (6)
Accrued expenses
(78) (43)
GST and income tax
(59) (94)
Non-current liabilities
Lease Liability
- (149)
Deferred tax liability on intangibles
(118) (249)
Total liabilities acquired
(323) (541)
Total net assets acquired
329 752
Goodwill
566 499
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.
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 range of possible values for deferred consideration is $0 - $280,000 but management expect to
pay the deferred consideration in full.
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 Consolidated Statement of Profit or Loss and
Other Comprehensive Income under professional and consulting fees in other expenses.
Third Age Health Services Limited
Notes to the consolidated financial statements
For the year ended 31 March 2026
47
• $46,003 in interest costs over 12 months from discounting the contingent consideration
payable 1 September 2025 to fair value at acquisition date. $26,835 in interest costs have
been included in the 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 Agreement and Enrolled service users (beds
under care)). 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 1 September 2025 (20% of
$113,884)
• 20% of the enrolled service users (beds under care) 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).
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
Third Age Health Services Limited
Notes to the consolidated financial statements
For the year ended 31 March 2026
48
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 range of
possible values for deferred consideration is $0 - $218,750 but management expect to pay the
deferred consideration in full.
The total fair value of all consideration is $796,446.
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 Consolidated Statement of Profit or Loss and
Other Comprehensive Income under professional and consulting fees in other expenses.
• $35,940 in interest costs over 12 months from discounting the contingent consideration
payable 1 September 2025 to fair value at acquisition date. $20,965 in interest costs have
been included in the 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 Enrolled service users (beds
under care)). 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 01 September 2025 (30% of
$24,957)
• 30% of the enrolled service users (beds under care) 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
Third Age Health Services Limited
Notes to the consolidated financial statements
For the year ended 31 March 2026
49
completed for the period ending 31 March 26, the amounts payable for deferred consideration may
change and are subject to change depending on the performance of the acquisitions. These amounts
are subject to change up to and including 12 months after acquisition consistent with IFRS 3 business
combinations.
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.
20.2. Fair value measurement of deferred consideration
As part of the business combinations completed during the period, the Group recognised deferred
consideration dependent on the achievement of specified earnings and enrolled patient numbers. The
fair value of these liabilities at the acquisition date has been determined using an income-based
valuation approach, based on information and conditions existing at the acquisition date. The fair
values are subsequently remeasured at each reporting period with changes recognised in the profit
and loss.
The fair value of deferred consideration required significant judgement, including the estimation of
forecast performance, the estimation of forecast growth rates, operating margins, customer retention,
and the selection of appropriate discount rates.
These valuations are classified as Level 3 in the fair value hierarchy under IFRS 13, as they
incorporate significant unobservable inputs. The valuation is sensitive to changes in key assumptions,
particularly forecast performance and discount rates, which could result in a material change to the
recognised value of the deferred consideration.
A reconciliation of deferred consideration is set out below:
2026
2025
$000 $000
Opening balance
130 0
Additions arising from acquisitions
417 118
Interest on deferred consideration
48 12
Payments made (including interest)
(130) -
Fair value changes recognised in P&L
- -
465 130
Third Age Health Services Limited
Notes to the consolidated financial statements
For the year ended 31 March 2026
50
The fair value of the contingent consideration is sensitive to changes in key unobservable inputs
including discount rate. A change in the discount rate of ±1.0% would result in a change in the liability
of approximately $2k for Cicada and $3k for ARC Health. Changes in assumptions regarding the
probability of achieving EBIT and patient volume targets could also materially affect the estimated
liability, with lower probabilities resulting in a reduction in fair value and higher probabilities resulting in
an increase. Management expects to pay the deferred consideration in full.
The Group has assessed that the valuation techniques and assumptions applied are consistent with
those that would be used by market participants in determining fair value. There has been no change
in fair value of the deferred considerations from acquisition date to reporting period.
21. Trade and other payables
Current
2026
2025
$000 $000
Trade payables
963 739
GST payable
377 292
Deferred considerations for acquisitions
465 130
Accruals and other payables
758 721
2,563 1,882
Non-current
2026
2025
$000 $000
Liability for cash settled options
- 6
Accruals and other payables
- -
- 6
Current trade payables are typically paid within 30 days of the invoice date or on the 20
th
or 28
th
of the
month following the invoice date.
22. Financial instruments
2026
2025
Financial assets Notes
$000 $000
Financial assets at amortised cost
Cash and cash equivalents 16 2,901 2,594
Trade receivables and other receivables 17 1,219 1,059
Financial liabilities
Financial liabilities at amortised cost
Trade and other payables 21 2,563 1,888
Bank loan 29 1,092 1,150
Lease Liabilities 18 2,255 2,424
Third Age Health Services Limited
Notes to the consolidated financial statements
For the year ended 31 March 2026
51
23. Financial risks
This note presents information about the Group's exposure to each financial risk and how those risks
are managed.
23.1. Interest rate risk
As at 31 March 2026, the Company had two fixed rate bank loans. The balance as at 31 March 2026
on the fixed rate bank loans were $513k and $578k at an interest rate of 6.85% prior to IFRS 9
adjustment. The floating facility of $656,250 of which nil has been drawn down as at 31 March 2026
has a current rate of 6.99% (note 30).
2026
2025
$000 $000
+1% (100 basis points)
11 12
-1% (100 basis points)
(11) (12)
23.2. 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. The maximum credit risk at 31 March 2025 and 2026 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.
23.3. 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.
The Group and their related entities do not use supplier finance agreements to extend payment terms
further than the date on the supplier invoice.
Third Age Health Services Limited
Notes to the consolidated financial statements
For the year ended 31 March 2026
52
Financing arrangements
Unused borrowing facilities at the reporting date:
2026
2025
$000 $000
Bank overdraft
656 200
Bank loans
- -
656 200
23.4. 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 2026:
$000 $000 $000 $000
Trade and other payables 21 2,563 - - 2,563
Lease liabilities 18 368 1,887 - 2,255
Bank loan 29 63 1,029 - 1,092
2,994 2,916 - 5,910
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 21 1,882 6 - 1,888
Lease liabilities 18 330 1,745 349 2,424
Bank loan 29 59 1,091 - 1,150
2,271 2,842 349 5,462
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 2026
53
24. 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
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
On 19 August 2024, the Group announced an on-market share buyback programme of purchase up
to 5% of its ordinary shares with resulting buyback shown in shares repurchased above.
25. Share-based payments
25.1. 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 an ESOP to the CEO, Tony Wai. The
options vest in three tranches; 60,000, 90,000 and 150,000. Vesting was 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 and tranche two of the options did not vest at 27
September 2024 and 27 September 2025 respectively. Tony Wai, CEO resigned on 10 October 2025
discontinuing his employment and subsequently forfeiting his shares with share options outstanding
and exercisable as at 31 March 2026 being nil.
Third Age Health Services Limited
Notes to the consolidated financial statements
For the year ended 31 March 2026
54
2026 2025
Financial liabilities as at 31
March 2026:
Number of
options
Weighted
average exercise
price
Number of
options
Weighted
average
exercise price
Outstanding as at 1 April 300,000 2.36 300,000 2.36
Forfeited during the year (300,000) - - -
Exercised during the year - - - -
Granted during the year - - - -
Outstanding as at 31 March - - 300,000 2.36
Exercisable as at 31 March - - - -
25.2. Share-based payments expense
2026 2025
Employee share option plan:
$000 $000
Share-based payments expense equity-settled (31) 8
Share-based payments expense cash-settled (6) 5
Employee share purchase plan (37) 13
Related party transactions
25.3. 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.
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%
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% 70%
Cicada Health Limited (acquired on 1 September 2025) New Zealand
70% -
ARC Health Limited (acquired on 1 September 2025) New Zealand
80% -
ARC Holdings (Third Age Health) Limited (incorporated 25
August 2025) (Dormant)
New Zealand
100% -
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.
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 2026
55
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.
25.4. Related party transactions
2026 2025
$000 $000
John Samuel Ronny
Fernandes
Director, Executive
Chair and
shareholder Director fees 62 63
John Samuel Ronny
Fernandes
Executive
base
remuneration 56 -
John Samuel Ronny
Fernandes
Executive
Bonus 70 -
Bevan John Walsh
Director and
shareholder Director fees 36 35
Wayne Geoffrey Williams Director Director fees 45 45
Steffan Crausaz
Director Director fees 37 37
Directors’ fees for John Samuel Ronny Fernandes, Bevan John Walsh, Steffan Crausaz and Wayne
Geoffrey Williams also include fees as members of the Audit Committee; John Samuel Ronny
Fernandes up until 13 October 2025 and Bevan John Walsh from 13 October 2025 onwards. Wayne
Geoffrey Williams, Audit Committee Chair, receives a fee of $10,000 per annum, Steffan Crausaz
$2,500 per annum and Bevan John Walsh and John Samuel Ronny Fernandes split a fee of $2,500
per annum for their respective part of the financial year on the Audit Committee.
25.5. Key management personnel compensation
2026
2025
$000 $000
Short term benefits
CEO remuneration: Tony Wai (resigned 10 October 2025) 225 456
Executive Chair remuneration (commenced 13 October 2025) 126 -
Other key management personnel 1,017 1,021
Directors 180 180
1,548 1,657
Long term benefits
Share-based payments - 13
1,548 1,670
Remuneration of the Executive Chair is based on a prorated base of $120k per annum amounting to
$56k and a calculated incentive fee of Base Fee times Company Performance Factor times Individual
Factor, pro-rated in the first year amounting to $70k. The company performance factor is a
combination of two metrics which compare the growth from the prior year. The two metrics are
Third Age Health Services Limited
Notes to the consolidated financial statements
For the year ended 31 March 2026
56
(Return on Invested Capital, [ROIC]% minus 5%) and Revenue growth %. The individual factor is to
be determined by the non-conflicted directors.
Remuneration of the CEO for FY26 is based on a prorated base of $306k and annual leave paid on
resignation on 10
th
October 2025.
Remuneration of the CEO for FY25 is based on a base of $306k and Short -Term Incentive Pool (STI)
capped at $150k. The STI was risk based on achievement of organic revenue and profit growth
targets. It was only payable where actual growth exceeded a minimum threshold, with maximum
payment reached when growth exceeded 15%. Payment on the due date was also conditional on
compliance with all relevant laws and regulations governing the Company.
26. Non-Controlling Interests
Hub Aged Care Limited in the aged medical care services segment, is 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:
2026 2025
$000 $000
Revenue 2,146 1,626
Interest income 3 2
Finance costs - -
Depreciation and amortisation (101) (94)
All other income and expenses (1,199) (820)
Income tax expense (238) (200)
Profit for the period 611 514
Profit / (loss) allocated to NCI 183 154
2026 2025
$000 $000
Cash and cash equivalents
396 266
Other current assets
181 176
Total current assets
577 442
Total non-current assets
377 478
Total assets
954 920
Total current liabilities
(265) 214
Total non-current liabilities
(102) 128
Total liabilities (367) 342
Net Assets 587 578
Third Age Health Services Limited
Notes to the consolidated financial statements
For the year ended 31 March 2026
57
Net Assets attributable to the NCI
176 173
Summary Statement of Cashflows for Hub Aged Care Limited
2026 2025
$000 $000
Net cash flows from operating activities 712 620
Net cash used in investing activities - (19)
Net cash flows (used in) / provided by
financing activities (582) (387)
Net increase in cash and cash
equivalents 130 214
Net cashflows / (outflows) NCI 39 64
Dividends paid to NCI during the year (in
financing activities) (174) (116)
ARC Health Limited in the aged medical care services segment, is an 80% owned subsidiary of the
Company is material to the group and has material non-controlling interests (NCI) which was acquired on 1
September 2025. Cicada Health Limited in the aged medical care services segment, is a 70% owned
subsidiary of the Company is material to the group and has material non-controlling interests (NCI) which
was acquired on 1 September 2025.
Summarised financial information in relation to ARC Health Limited and Cicada Health Services Limited,
before intra-group eliminations, is presented below together with amounts attributable to NCI for the seven
months of ownership in FY26:
ARC Health Cicada Health
$000 $000
Revenue
902
995
Interest income - -
Finance costs (7) -
Depreciation and amortisation (99) (49)
All other income and expenses (472) (708)
Income tax expense (91) (68)
Profit for the period 233 170
Profit / (loss) allocated to NCI 47 51
ARC Health Cicada Health
$000 $000
Cash and cash equivalents
485 204
Other current assets
129 116
Total current assets
614 320
Total non-current assets
988 373
Total assets
1,602 693
Total current liabilities
(236) (176)
Third Age Health Services Limited
Notes to the consolidated financial statements
For the year ended 31 March 2026
58
Total non-current liabilities
(371) (104)
ARC Health Cicada Health
$000 $000
Total liabilities (607) (280)
Net Assets 995 413
Net Assets attributable to the NCI
199 124
Summary Statement of Cashflows for ARC Health Limited and Cicada Health Limited
ARC Health Cicada Health
$000 $000
Net cash flows from operating activities 402 168
Net cash used in investing activities - -
Net cash flows (used in) / provided by
financing activities (11) (86)
Net increase in cash and cash
equivalents 391 82
Net cashflows / (outflows) NCI (78) (20)
Dividends paid to NCI during the year (in
financing activities) - (26)
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:
2026 2025
$000 $000
Profit for the period (46) (48)
Profit / (loss) allocated to NCI (15) (15)
27. Contingent liabilities and contingent assets
The Group had no contingent assets or liabilities as at 31 March 2026 (2025: Nil).
Third Age Health Services Limited
Notes to the consolidated financial statements
For the year ended 31 March 2026
59
28. 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 2026 was as follows:
1. $513k term loan, fixed at a rate of 6.85% maturing on 30 April 2028;
2. $578k term loan, fixed at a rate of 6.85% maturing on 30 April 2028;
3. $656k floating facility with nil drawn, at current rate as at 31 March 2025 of 6.99%
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 $84,071 (FY25: $139,297).
Current
2026
2025
$000 $000
Bank loan
63 59
Non-current
2026
2025
$000 $000
Bank loan
1,029 1,091
Unrestricted access was available at the reporting date to the following lines of credit:
Total facilities
2026
2025
$000 $000
Bank loan
1,092 1,150
Overdraft
656 200
1,748 1,350
Used facilities
2026
2025
$000 $000
Bank loan
1,092 1,150
Overdraft
- -
1,092 1,150
Available facilities
2026
2025
$000 $000
Bank loan
- -
Overdraft
656 200
656 200
Third Age Health Services Limited
Notes to the consolidated financial statements
For the year ended 31 March 2026
60
29. Subsequent events
29.1. Final dividend declared
On 29 May 2026 the Board declared a final dividend for the year of 4.00 cents per share taking the
total dividend for the year to 16.00 cents per share.
Subsequent to 31 March 2026, the Group entered into a new lease agreement for an existing
premise. The lease commenced on 1 April 2026 and has a term of 6.5 years. As the lease was
entered into after the reporting date, no lease liability or right-of-use asset has been recognised as at
31 March 2026. The financial effect of the lease will be recognised from the commencement date.
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 2026;
• 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 2026, 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. Other than in my capacity as auditor, neither myself, the firm nor the firm’s staff have a 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 $22.49m
(FY 2025: $19.08m) (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.
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 $3.4m (note 19) as at 31 March
2026 that are amortised over their useful life.
In addition, there is a significant goodwill balance
recorded of $3.1 million (note 19) as at 31 March
2026.
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 acquisitions
During the year, the Group acquired ARC Health
Limited and Cicada Health Limited for a total
consideration of $1.10m and $0.79m (Note 20).
Accounting for these transactions involve 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
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
Information 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.
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/standards/assurance-
standards/auditors-responsibilities/audit-report-1-1/
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.
Vikas Gupta
Audit Partner - UHY Haines Norton Chartered Accountants Sydney
Signed at Sydney, Australia on 26 June 2026
STATEMENT OF CORPORATE GOVERNANCE
Third Age Health Services Limited
and subsidiaries
Third Age Health Services Limited
Corporate governance
67
The objective of the Board of Third Age Health Services Limited (“the Company”) is 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 2026 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 reviewed in June 2026. 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
68
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 its 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
69
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 2026
Bevan John Walsh (Director) 5 November 2010 15 years, 5 months
John Samuel Ronny Fernandes (Executive Director) 6 February 2019 7 years, 2 months
Wayne Geoffrey Williams (Independent Director) 10 June 2021 4 years, 10 months
Steffan Crausaz (Independent Director)
1 December 2023 2 years, 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. Directors supplement these formal meetings with frequent ad-hoc
information conversations.
The table below sets out Director attendance at Board meetings during FY26, 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 9 9
John Samuel Ronny Fernandes 9 9
Wayne Geoffrey Williams 9 9
Steffan Crausaz
9 9
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 2026 the mix of male and female within the Board and Company’s key management
personnel (the Lead Executive and persons that report to the Lead Executive) was as follows:
2026 2025
Male Female Male Female
Directors 4
-
4
-
Key Management Personnel
2 4
3 6
Third Age Health Services Limited
Corporate governance
70
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 an assessment process to enable the Directors, and the Board plus 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 does not comply 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, two of whom are independent, representing 50% of the
Board rather than a majority. The Board considers that the current composition and size are
appropriate for the scale of the business, and that the two independent directors provide robust
independent judgement to the Board's deliberations. The directors are:
• John Samuel Ronny Fernandes, Executive 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 2026 are provided in the
shareholder and statutory information section of this Annual Report.
Recommendation 2.9 and 2.10
“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.” and “The Chair and CEO should be different people.”
The Company partially complies with these recommendations. The Chairman acts in an executive
capacity and is therefore not independent. To satisfy the requirement that the Chair and CEO are not
the same person, the Board notes that the Company does not currently have a formally appointed
CEO. Instead, the Company operates under a decentralised management structure where executive
responsibilities are distributed between the Executive Chairman and the respective General
Managers of the Company's business units.
Third Age Health Services Limited
Corporate governance
71
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 2026 the Committee comprised of Wayne Geoffrey Williams (Chair
and Independent Director), Steffan Crausaz (Independent Director) and John Samuel Ronny
Fernandes (Independent Director) for the period through to 13 October 2025. Upon his appointment
as Executive Chairman on 13 October 2025, John Samuel Ronny Fernandes stepped down from the
Committee and was replaced by Bevan John Walsh (Non-Executive 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 Geoffrey Williams, is
not the Chair of the Board.
The table below sets out the members of the Audit Committee’s attendance at Audit Committee
meetings during FY26.
Director Number of meetings
eligible to attend
Number of meetings
attended
Wayne Geoffrey Williams
3 3
John Samuel Ronny Fernandes (resigned 13 October 2025)
1 1
Steffan Crausaz
3 3
Bevan John Walsh (appointed 13 October 2025)
2 2
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).
Third Age Health Services Limited
Corporate governance
72
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
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
73
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 2026, 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 Executive Chair’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 rational and aligned with
the long-term interests of shareholders, rather than relying on external peer benchmarking.
Third Age Health Services Limited
Corporate governance
74
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 Chairman of the Board 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
The Company complies with this recommendation. The remuneration policy for executives is
designed to align executive compensation with long-term shareholder value creation, utilising
performance metrics and share reinvestment requirements as detailed below.
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. While the Company does not operate with a
formally appointed Chief Executive Officer and instead adopts a decentralised management structure,
the Board believes that executive remuneration should be clearly structured and closely aligned with
long-term shareholder value creation. The Board has chosen to disclose the remuneration
arrangements for the Executive Chairman in greater detail as a matter of principle rather than
compliance. This approach is intended to provide shareholders with transparency over performance
assessment, incentive determination and long-term alignment.
Executive Remuneration
John Samuel Ronny 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.
Third Age Health Services Limited
Corporate governance
75
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.
In the specific event of an unsolicited change of control that precedes the termination of the Executive
Chairman's contract, remuneration during the notice period will be calculated at an agreed fixed rate
to reflect the altered risk profile and structural changes to the business.
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.
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 Executive Chair, the Board receives and
reviews the Company’s risk management framework as required including oversight of material risks
and how these are being managed.
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. Management
provides an updated risk assessment as required. 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.
Third Age Health Services Limited
Corporate governance
76
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 2026 (FY26). 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.
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 FY26 Annual Shareholders’ Meeting and will be available
to answer questions from shareholders at the meeting.
Third Age Health Services Limited
Corporate governance
77
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.”
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.
Third Age Health Services Limited
Corporate governance
78
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
Third Age Health Services Limited
Shareholder and statutory information
80
1. Additional information required under the NZX listing rules
Twenty largest registered shareholders as of 30 April 2026
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 2026.
Shareholders Holding % of issued
capital
Bevan John Walsh 2,527,386 25.39%
FNZ Custodians Limited 1,920,796 19.30%
Lenore Deirdre Bauer 1,891,353 19.00%
Timothy Grant Livingstone & Robert Peter Webber 840,500 8.44%
Michael Haskell & Associates Limited 608,631 6.11%
New Zealand Depository Nominee 469,865 4.72%
Diane Lynn Budres 248,392 2.50%
Jsrf Limited 229,407 2.31%
New Zealand Central Securities Depository Limited 137,522 1.38%
David Mitchell Odlin 75,990 0.76%
Brian Hazelton Walsh 55,877 0.56%
A Taste of New Zealand Limited 50,000 0.50%
Bruce John Mccullagh 37,049 0.37%
Wayne Geoffrey Williams 34,068 0.34%
Dellow Nominees Limited 33,400 0.34%
Massey Pharmacy Limited 30,848 0.31%
Norah Kathleen Barlow & Robert Noel Barlow 24,490 0.25%
Excalibur & Arthur Smethurst & Leigh Smethurst 23,000 0.23%
Brett Hiirini Shepherd 20,529 0.21%
Pauline Ruth Burrell 20,000 0.20%
Total top 20 shareholders 9,279,103 93.22%
Remaining shareholders 675,388 6.78%
Total shares on issue 9,954,491 100%
Spread of shareholders as at 30 April 2026
The following table is the spread of listed shareholders as of 30 April 2026
Shareholder size
Number of
Holders
Total shares
listed
% of listed
capital
1-1,000 91 38,185 0.38%
1,001-5,000 76 223,868 2.25%
5,001-10,000 24 190,262 1.91%
10,001-50,000 26 496,457 4.99%
50,001-100,000 2 131,867 1.32%
Greater than 100,000 9 8,873,852 89.15%
228 9,954,491 100.0%
Third Age Health Services Limited
Shareholder and statutory information
81
Shareholding of Directors as of 31 March 2026
2026 2025
Director
Shares Shares
Bevan John Walsh
2,530,962 4,266,143
John Samuel Ronny Fernandes
229,407 203,857
Wayne Geoffrey Williams
34,068 -
Steffan Crausaz
1,593 -
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 2026. 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
2026
% of
issued
capital
Bevan John Walsh
2,530,962 25.43%
Michael Haskell & Associates Limited
2,510,104 25.22%
Lenore Deirdre Bauer 1,891,353 19.00%
Timothy Grant Livingstone & Robert Peter Webber (W W Flaunty Family
Account)
840,500 8.44%
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 2026 were:
Board fees Audit
committee
fees
$ $
John Samuel Ronny Fernandes (resigned from audit committee from 13 October
2025)
60,000
1,322
Wayne Geoffrey Williams
35,000 10,000
Bevan John Walsh (appointed to the audit committee from 13 October 2025)
35,000 1,178
Steffan Crausaz
35,000 2,500
165,000
15,000
Third Age Health Services Limited
Shareholder and statutory information
82
Disclosure of Directors’ interests
The Company maintains an interests register in accordance with the Companies Act 1993 in which
Directors interests are recorded.
The following are particulars of interest by Directors holding office as at 31 March 2026 under section
140 (2) of the Companies Act 1993. The Director will be regarded as interested in any and all
transactions between the Company of any of its subsidiaries with the disclosed entity. In addition to
the information set out below, the following other interests were disclosed in the Company’s interest
register: the authorisation of Director’s remuneration; and entry into the Directors and officers’ liability
insurance policies, further detailed above and on page 72. The Directors are also indemnified to the
extent allowed by the Companies Act 1993 and the Company constitution.
Director Entity Relationship
John Samuel Ronny
Fernandes
Third Age Health Services Limited
(TAH)
229,407 Shares in the Company held by
JSRF Limited, in which John Fernandes
has a relevant interest as sole director and
shareholder.
Directors disclosed, pursuant to section 148 if the Companies Act 1993, the following relevant
interests in Third Age Health Services shares during FY26:
Name Date Nature of Transaction Consideration
per share
Number of
Shares
John Samuel
Ronny
Fernandes
29 August 2025 On market acquisition by JSRF
Limited of ordinary shares
$4.3544 4,584
14 January 2026 On market acquisition by JSRF
Limited of ordinary shares
$4.3994 20,966
Bevan John
Walsh
13 November 2025 Share transfer in connection with
settlement of relationship property
to Lenore Deidre Bauer
nil 1,734,853
13 November 2025 Option to acquire 149,317 shares
from Lenore Deidre Bauer
nil 149,317
19 March 2026 On market disposal of ordinary
shares
$5.05 328
Wayne Geoffery
Williams
4 June 2025 On market acquisition of ordinary
shares
$3.40 20,000
10 November 2025 Off market acquisition of ordinary
shares
$5.10 14,068
Steffan Crausaz 4 - 5 June 2025 On market acquisition of ordinary
shares through New Zealand
Depositary Nominee
$3.34 1,592.85
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
83
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:
2026 2025
Number Number
$100,000 - $109,999 5 1
$110,000 - $119,999 2 3
$120,000 - $129,999 3 3
$130,000 - $139,999 3 1
$140,000 - $149,999 - 1
$150,000 - $159,999 2 1
$160,000 - $169,999 1 1
$170,000 - $179,999 1 1
$180,000 - $189,999 2 2
$190,000 - $199,999 5 3
$200,000 - $209,999 1 1
$210,000 - $219,999 - -
$220,000 - $229,999 3 3
$230,000 - $239,999 1 -
$240,000 - $249,999 1 -
$250,000 - $259,999 - -
$260,000 - $269,999 - -
$270,000 - $279,999 - -
$280,000 - $289,999 - -
$290,000 - $299,999 - 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
31 23
Third Age Health Services Limited
Shareholder and statutory information
84
Subsidiaries of Third Age Health Services Limited within the Group
The following persons held office as directors of the company’s eight subsidiaries as at 31 March
2026.
Subsidiary Jurisdiction Directors
Hawkes Bay Wellness Centre
Limited
New Zealand John Samuel Ronny Fernandes
Geraldine Bromley
Belmont Medical Centre Limited New Zealand John Samuel Ronny Fernandes
Geraldine Bromley
Ponsonby Medical (Third Age
Health) Limited
New Zealand John Samuel Ronny Fernandes
Geraldine Bromley
Devonport Family Medicine
(Third Age Health) Limited
New Zealand John Samuel Ronny Fernandes
Geraldine Bromley
EastMed St Heliers Limited New Zealand John Samuel Ronny Fernandes
Sivanadiyan Nachiappan
Simon Clive Garlick
Hub Aged Care Limited New Zealand John Samuel Ronny Fernandes
Niomi Martha Fleming
Balram Singh Dhillion
Cicada Health Limited New Zealand John Samuel Ronny Fernandes
Niomi Martha Fleming
Anthony Selwyn March
ARC Health Limited New Zealand John Samuel Ronny Fernandes
Niomi Martha Fleming
NZX waivers
No waivers were granted by NZX or relied on by the Company during FY26.
Credit rating
Third Age Health Services Limited does not have a credit rating.
Auditor remuneration
Fees payable to our auditor, Vikas Gupta of UHY Haines Norton of $94k relates to fees for the annual
audit of the Consolidated Financial Statements (2025: $104k).
Vikas Gupta of UHY Haines Norton has provided no other services during the FY26 and has only
received remuneration for the annual audit.
Donations
The Company made $3,300 charitable donations during the year ended 31 March 2026.
Third Age Health Services Limited
Corporate directory
85
Registered office
536 Kennedy Road
Greenmeadows, Napier
New Zealand company number
3189884
Directors
John Samuel Ronny Fernandes (Executive 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.
Other issuers discussed similar conditions around this time
Matched by meaning across NZX announcement text, not keywords — based on our semantic index of announcement bodies.
- OCA — Oceania Healthcare Limited: OCA delivered record full year result2026-05-21
“Results announcement (for Equity Security issuer/Equity and Debt Security issuer) Audited financial statements accompany this announcement. Results for announcement to the market Name of issuer Oceania Healthcare Limited Reporting Period 12 months to 31 March 2026 Previo…”
- PHL — Promisia Healthcare Limited: Promisia Healthcare 2026 Annual Report2026-06-02
“2026 FOR THE YEAR ENDED 31 MARCH 2026 ANNUAL REPORT Promisia is a New Zealand aged care and retirement living provider, creating places where people feel safe, known and truly at home. We are large enough to invest, improve and deliver reliably – yet small enough to…”
- MFT — Mainfreight Limited: Mainfreight Annual Report for the year ended 31 March 20262026-06-29
“ANNUAL REPORT 2026 Connection and consistency Offer customers a connected, continuous network providing vital links between small towns, major cities and capitals of the world. We strive to provide consistent quality, technologies and service across every branch and region…”