Unaudited Financial Statements as at December 2019

REPORT OF THE CHAIRMAN
On behalf of your directors I present the Annual Report of the directors for Promisia Integrative
Limited and its subsidiaries (”the group”) for the year ended 31 December 2019.
Group Results
The loss for the year of $2,391,000 was similar to the loss of $2,407,000 in the previous year. Two
major factors in the loss were:
• An impairment of $1,107,000 against all inventory,
• Legal and other fees of $294,000 associated with the proposed entry into the aged care
business
Total sales for the year were $190,000 compared with $727,000 in the previous year. This was a
reduction of 74%.
Shareholders were advised earlier in the year that the company would not be expending any funds on
advertising due to the uncertainties around the Ministry of Health prosecution. An inevitable outcome
was that sales would suffer.
Medsafe Prosecution
In late January 2019 Medsafe commenced a prosecution of the company in the District Court alleging
9 breaches of the Medicines Act 1981.
Two of the charges relate to the alleged sale of an unlicensed medicine, being Arthrem. The company
has always maintained that Arthrem is a dietary supplement, not a medicine. The remaining charges
relate to the promotion of Arthrem on the company’s websites and are based on the assumption that
Arthrem is an unlicensed medicine. The company notes that all its marketing and advertising material
was submitted for review to the Therapeutic Goods Advertising Pre-Vetting Service (TAPS) before
being published and it received a TAPS Approval Number that is displayed on every item.
There have been three brief appearances in the District Court but little or no progress other than
additional disclosure by the Ministry. The delays in getting this matter into Court are of considerable
concern. The company has operated in an environment of uncertainty and it is the view of the Board
that this matter is rapidly becoming a case where ‘justice delayed is justice denied’.
New Zealand
Sales of Arthrem in New Zealand have been limited as the number of pharmacies selling the product
reduced following the second Medsafe Alert in late 2018. Medsafe has made a recommendation to
the Medicines Classification Committee that Artemisia annua be classified as a prescription
medicine. The Committee has accepted this recommendation and it is likely that all sales of Arthrem
in New Zealand will cease in early March 2020.
Australia
Sales in Australia were very disappointing following the first Medsafe Alert in 2018. Distribution costs
in Australia were high and could not be justified. In August 2019 the company advised shareholders
that distribution arrangements in Australia had been terminated and Arthrem was no longer available
at the retail level. On withdrawal from the Australian market the company requested cessation of the
registration of Arthrem as a complementary medicine in Australia. The company worked with the

Therapeutic Goods Administration in Australia and agreed to a voluntary retail recall of Arthrem from
the few pharmacies holding stock.
The company notes that no adverse reactions to Arthrem have been reported in Australia.
Artevite
The stock of Artevite had a limited shelf life which expired in August 2019 and in mid-2019 was
donated for use in promotional packages for pet shows. This action disposed of the product at very
limited cost to the company.
Funding
All operating costs have been reduced as far as possible during the year. Operational funding has
been provided by director Tom Brankin and his interests and, on behalf of the shareholders, the
Directors express their thanks to Mr Brankin for his support of the company.
During the year Brankin interests exercised an option to subscribe for an additional 250,000,000
shares at $0.001 per share. These shares were paid up progressively and issued as fully paid shares in
November 2019.
Entry into the Aged Care Business
In light of the action by Medsafe and the Ministry of Health, the Directors were of the view that
there was little, if any, future in the natural health products business. The directors considered a
number of options for the company but settled on the aged care business. On 19 December 2019
the company announced that it had entered into a conditional agreement with Tom Brankin and his
interests to acquire their aged care assets for a mixture of cash and equity.
These assets are profitable and provide the basis for the company to expand in the aged care sector.
There is considerable demand for new and large facilities as a result of demographic pressure from
New Zealand’s ageing population.
This acquisition is effectively a backdoor NZX listing of the Brankin aged care assets and there is
considerable regulatory compliance required to give effect to such a transaction. The company is
preparing the documentation required by the Takeovers Panel, the Financial Markets Authority and
NZX. It is a time consuming and expensive undertaking but good progress is being made.
It is expected that documents will be sent to shareholders in March for consideration and that a
meeting of shareholders will be held in late March to vote on the proposed change of business and
the Brankin transaction.
Share Suspension
On 19 December 2019 when the company announced a proposed change of business and
conditional purchase of aged care assets, it also requested suspension of trading in the company’s
shares on the NZX. The reason for the suspension is to allow time for the necessary documentation
to undertake the review and approval processes by the various regulatory authorities prior to being
sent to shareholders.
It is intended that the trading suspension will be lifted when all documents have been sent to
shareholders.

Summary
2019 was a very difficult but busy year for the company. Your directors consider that the proposed
change of business is in the interests of all shareholders and provides considerable growth
opportunities, particularly by way of acquisition.
The directors thank shareholders for their support during the year.

Stephen Underwood
Chairman


28 February 2020

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Promisia Integrative Limited
Results for announcement to the market
Reporting Period12 months to December 2019
Previous Reporting Period12 months to December 2018
Amount (000s)Percentage change
Revenue from ordinary
activities
190 NZD-74.0%
Profit (loss) from ordinary
activities after tax attributable to
security holders
-2,392 NZD-1.0%
Net profit (loss) attributable to
security holders
-2,391 NZD-1.0%
No dividends declared
31 Dec 201931 Dec 2019
Net tangible assets per security
0.000 NZD-0.001 NZD
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Promisia Integrative Limited

Unaudited Consolidated Preliminary Financial Statements

For the year ended 31 December 2019

________________________________________________________________________________________________________________________________

Page 2


Promisia Integrative Limited
Consolidated Preliminary Statement of Comprehensive Income
For the year ended 31 December 2019

UnauditedAudited
NotesYearYear
Dec 2019Dec 2018
$000$000

Revenue190 727
Cost of goods sold(53) (218)
Impairment of Inventory3.5(1,107) (313)
(970) 196
Other income1 14
Expenses
Administration (1,045) (800)
Operating (319) (1,637)
Research - (116)
Amortisation and depreciation(11) (28)
(1,375) (2,581)
Loss before taxation and interest(2,344) (2,371)

-
Finance cost - interest paid(48) (42)
Finance income - interest received - 1
Net Loss for year before income tax (2,392) (2,412)
Income tax expense - -

Net Loss for year (2,392) (2,412)
Other comprehensive income
Currency translation differences 1 5
Total comprehensive loss for year (2,391) (2,407)
attributable to shareholders
Basic Earnings per share (0.001) (0.004)
Diluted Earnings per share(0.001) (0.004)
















The accompanying notes form part of these financial statements

Page 3
Promisia Integrative Limited
Consolidated Preliminary Statement of Changes in Equity
For the year ended 31 December 2019
ShareForeignShareAccumulatedTotal
CapitalCurrencyOptionLosses
ReserveReserve
$000$000$000$000$000
Audited
At 1 January 201856,041 177 51 (55,250) 1,019
Net loss for year- - - (2,412) (2,412)
Other comprehensive income (loss)- 5 - - 5
Share Issue 2,169 - - - 2,169
Expired/Retired options68 - (68) - -
Share based payment- - 17 - 17
At 31 December 201858,278 182 - (57,662) 798
Unaudited
Net loss for year- - - (2,392) (2,392)
Other comprehensive income (loss)- 1 - - 1
Share Issue 248 - - - 248
At 31 December 201958,526 183 - (60,054) (1,345)






























The accompanying notes form part of these financial statements

Page 4
Promisia Integrative Limited
Consolidated Preliminary Statement of Financial Position
As at 31 December 2019

UnauditedAudited
NotesYearYear
Dec 2019Dec 2018
$000$000
EQUITY
Share Capital 3.458,526 58,278
Accumulated Losses(60,054) (57,662)
Other Equity Reserves183 182

TOTAL (NEGATIVE) EQUITY(1,345) 798
Represented by:
CURRENT ASSETS
Bank21 512
Receivables28 53
Prepayments1 4
Inventory3.5- 1,156
Tax Receivable6 5
56 1,730
NON-CURRENT ASSETS
Investments20 75
Intangible Assets- 11
Plant & equipment3 35
23 121
TOTAL ASSETS79 1,851
less
CURRENT LIABILITIES
Payables and Accruals564 261
Employee benefits19 8
Loan 3.6(iii)57 188
640 457
NON-CURRENT LIABILITIES
Loan 3.6(iii)784 596

TOTAL LIABILITIES1,424 1,053
NET ASSETS (LIABILITIES)(1,345) 798








The accompanying notes form part of these financial statements

Page 5
Promisia Integrative Limited
Consolidated Preliminary Statement of Cash flows
For the year ended 31 December 2019
UnauditedAudited
NotesYearYear
Dec 2019Dec 2018
$000$000
Operating activities
Receipts from customers 202 741
Payments to suppliers and employees(1,073) (2,500)
Interest (net)- (40)
Net cash flows from (used in) operating activities(871) (1,799)

Investing Activities
Sale plant & equipment 18 -
Refund of NZX deposit55 -
Purchase intangible assets- (8)
Purchase property, plant & equipment - (39)
Net cash flows from (used in) investing activities73 (47)
Financing activities
-
New share capital 250 2,169
Advance (repayment) of loans3.6(iii)57 (135)
Net cash flows from financing activities307 2,034

Net change in cash and cash equivalents(491) 188

Cash and cash equivalents at start of year 512 324

Cash and cash equivalents at end of year 21 512













The accompanying notes form part of these financial statements

Page 6
Promisia Integrative Limited
Notes to the Consolidated Preliminary Financial Statements
For the year ended 31 December 2019
_________________________________________________________________________________________________________________________

1. Nature of operations
Promisia Integrative Limited (Company) and its subsidiaries (the Group) principal activities are
transitioning from the developing and marketing research based natural dietary supplements to
ownership and management of aged care facilities.

2. General information and statement of compliance

The company is registered under the Companies Act 1993 and is a Financial Markets Conduct 2013
reporting entity in terms of the Financial Markets Conduct Act 2013. The group is profit-oriented.
Promisia Integrative Limited is a company domiciled in New Zealand. The registered office of the
company is level 5, 22 Panama Street, Wellington 6011.
Basis of Preparation
The unaudited preliminary financial statements have been prepared in accordance with Generally
Accepted Accounting Practice in New Zealand, which is the New Zealand equivalent to
International Financial Reporting Standards (NZ IFRS).
The financial statements are presented in New Zealand dollars which is the group’s functional and
presentation currency and rounded to the nearest thousand dollars unless otherwise stated.
These financial statements do not include all the information required for full financial statements and
consequently should be read in conjunction with the full financial statements of the Group for the year
ended 31 December 2018.

The accounting policies adopted are consistent with those of the previous financial year except for the
NZIFRS 16: Leases which became effective for period beginning on or after 1 January 2019. This
lease was adopted and no material adjustments were required to be made in the Group’s
preliminary financial statements for the year ended 31 December 2019.

All new standards and amended standards issued during 2019 and applicable after 1 January
2020 have not been adopted. The impact in the initial period of application is expected to be
minimal at this stage.

Prior Period Comparatives: Some of the financial information in the statement of Comprehensive
Income has been reclassified to provide better presentation and align to unaudited preliminary
financial statements for the year ended 31 December 2019.

3. Disclosures
3.1 Going Concern
The Promisia Group has generated sales of $190,000 (2018:$727,000) and net losses of
$2,392,000 (2018: $2,412,000) for the year ended 31 December 2019. At 31 December 2019 the
consolidated statement of financial position records a position of negative working capital and
negative equity.

Page 7
Promisia Integrative Limited
Notes to the Consolidated Preliminary Financial Statements
For the year ended 31 December 2019
_________________________________________________________________________________________________________________________
It is the continuing opinion of the board of directors that there are reasonable grounds to believe
that its revised operational and financial plans in place are achievable, and accordingly the group is
able to continue as a going concern and meet its debts as and when they fall due. Accordingly, use
of the going concern assumption remains appropriate in these circumstances.
The directors consider the proposed acquisition of the aged care facilities as disclosed in Note 3.9
is virtually certain to proceed. The transaction will recapitalise the Company, provide significant
tangible assets and will result in the Group achieving positive cash flows and profit from
operations. If the proposed acquisition did not proceed the Group could not continue to operate
without obtaining additional funding.
3.2 Operating segments
The Group’s reportable segments are based on the geographic location of its activities which
reflect the type of activities undertaken and have been determined based on internal reporting used
by management and the Board of Directors to assist strategic decision making.

3.3 Financial risk management
The Group's activities are exposed to a variety of financial risks: market risk, credit risk, liquidity risk,
cash flow risk and fair value interest-rate risk. The preliminary financial statements do not include all
financial risk management information and disclosures required in the annual financial statements;
they should be read in conjunction with the Group's annual financial statements as at 31 December
2018. There have been no changes in the management of risk or in any risk management policies in the
current period. The Group does not have any derivative financial instruments or any other
financial assets or liabilities that are classified as instruments at fair value through profit and loss
under NZ IFRS.
The fair value of assets and liabilities approximates their carrying value.

3.4 Share Capital
The Group’s share capital includes fully paid, subscribed and treasury shares.
Issued and paid capital
There were 2,151,797,451 ordinary shares on issue at 31 December 2019 (2018:1,901,797,451).

During the year ended 31 December 2019 issued and paid capital comprised:
UnauditedAudited
YearYear
Dec 2019Dec 2018
$000$000
Opening balance58,278 56,041
Shares issued250 2,300
Expired options- 67
Issue costs(2) (130)
58,526 58,278

Page 8

Promisia Integrative Limited
Notes to the Consolidated Preliminary Financial Statements
For the year ended 31 December 2019
_________________________________________________________________________________________________________________________
On 12 December 2018 the company’s major shareholder, Brankin Family Interest Trust, was
granted the option to subscribe for 250 million shares at a price of $0.001 per share. These
additional shares were approved by a special meeting of shareholders on 4 December 2018. The
250 million shares represent shortfall shares not taken up by eligible shareholders in the rights
issue that closed on 24 December 2018. The shares were issued and fully paid on 12 December
2019.
No shares were issued to the other directors of the company.
Unpaid ordinary shares – Treasury shares
At 31 December 2019 and 2018: 16,595,856 shares remain unallocated and are held by a nominee
company Promisia Trustee Limited.
3.5 Inventory
During the year inventory was impaired by $1,107,000 (2018: $313,000) and written off in the
Statement of Comprehensive Income.
3.6 Related party information
During the year to 31 December 2019:
(i) Director fees of $100,000 were accrued (2018: $100,000 was paid).
(ii) Consulting fees of $8,775 (2018: $60,250 were paid to Helen Down, a director and
shareholder of the company. All transactions were conducted on normal trading terms.
(iii) The Brankin Family Interest Trust advanced $57,000 to the Group of which T.D Brankin is a
related party to the Trust and a director of the Group - see note 3.4.
3.7. Contingent liabilities
At 31 December 2019, the company had the following contingent liabilities:
Notice of prosecution
On 7 February 2019 the company was served with a notice of prosecution by the New Zealand
Ministry of Health for alleged breaches of the Medicines Act 1981. In these charges the Ministry
alleges that the company has sold an unlicensed medicine and that certain advertising by the
company is in breach of the Medicines Act.
The company intends to defend all charges and has made three brief appearances in the District
Court with little progress being made.
There were no other contingent liabilities at 31 December 2019. (2018:$nil).
3.8 Capital commitments
There were no capital commitments at 31 December 2019 (2018:$nil).

Page 9


Promisia Integrative Limited
Notes to the Consolidated Preliminary Financial Statements
For the year ended 31 December 2019
_________________________________________________________________________________________________________________________
3.9 Proposed acquisition of aged care facilities
The Group has entered a conditional agreement to acquire:
(i) Three aged care facilities for $31.3m. This acquisition will involve the purchase of assets
and assumption of certain liabilities
(ii) a lease on a property to be used as an aged care facility
This agreement consists of the Group acquiring:
 the Ranfurly Manor and Nelson Residential Care Centre in Feilding and Eileen Mary Residential
Care Centre in Dannevirke.
 a long term lease of Aldwins House in central Christchurch with a view to opening it as a rest
home/hospital in 2020. An option to purchase the property from interests associated with Mr.
Ian Cassels of the Wellington Company is included in the acquisition.

The Group has agreed indicative terms for debt finance of $17.3m, new equity issuances proposed
of $8m to the vendor and $6m-$8m to various private placement participants, all at 0.1c per share.

The proposed acquisition is subject to shareholder vote and prior approval of all documentation by
the NZX and Financial Markets Authority.

3.10 Unaudited financial statements and pending audit report
The preliminary financial statements for the year ended 31 December 2019 are in the process of
being audited. Should the proposed acquisition of aged care facilities not gain the required
approvals by 31 March 2020, the Group's reduced ability to continue as a going concern may result
in the issuing of an Auditor's Report with a Disclaimer of Opinion.

3.11 Events subsequent to balance date
There have been no matters or circumstances since the end of the preliminary reporting date not
otherwise dealt with in these preliminary financial statements that have significantly or may
significantly affect the Group’s operations.