Promisia Healthcare Limited 2021 Annual Report

2021 Annual Report
FOR THE FIFTEEN MONTHS ENDED 31 MARCH 2021

On behalf of the Board of Directors, we are pleased
to present Promisia Healthcare Limited’s first
annual report as an aged care business. This report
covers the 15 months to 31 March 2021 (FY20/21)
and includes 5 months operation as an aged care
business. It provides more information for our
shareholders on our business and what makes us
different, as well as our performance during the
period. This report can also be read online at
Promisia.co.nz/reports-&-results.
We hope you enjoy this report and thank
shareholders for your support.
Stephen Underwood Tom Brankin
Chairman Executive Director
22 June 2021
Our Business 4
Our Communities 5
FY20/21 at a Glance 6
Financial Snapshot 7
Chairman’s Report 9
Our Strengths 16
Our Values 18
Our Board 20
Our Leadership Team 21
Financial Statements 21
Notes to the Financial Statements 26
Independent Auditor’s Report 50
Corporate Governance 53
Other Disclosures 61
Directory 65
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ANNUAL REPORT 2021

Caring for those
who need a helping hand
Our Communities
Our business revolves around delivering quality
residential care services.
We are focused on doing the right thing for senior New
Zealanders. It entails offering care that is appropriate
and sensitive to people’s individual requirements as
they age.
We pride ourselves on providing personalised care,
doing what we said we would do, behaving with integrity
and respecting our residents who have entrusted us
with their care.
We deliver personalised care that focuses on
respecting and helping residents who now need
more of a helping hand.
Our villages are in the heartland of New
Zealand and offer a range of community-
style living arrangements catering for
different health, social and personal
requirements. Our facilities include
retirement living in villas and apartments,
rest home and hospital care, and
dementia care. We also offer specialised
care including palliative, respite and
young disabled care.
We have a portfolio of four aged care
facilities comprising 299 beds and 11
independent living villas. These are in well
established and well serviced towns with
strong communities and are close to main
centres.
Ranfurly Manor, Feilding
Beds162
Villas6
Staff168
SiteOwned
Eileen Mary, Dannevirke
Beds58
Villas5
Staff58
SiteOwned
Aldwins House, Christchurch
Beds30
Villas-
Staff28
SiteLeased with
option to
acquire
Nelson Street, Feilding
Beds49
Villas-
Staff32
SiteOwned
The
Individual
The
Environment
Quality
of Life
Family
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ANNUAL REPORT 2021PROMISIA HEALTHCARE LIMITED

• Total income of $7.3m, including revenue of $6.0m and an increase in fair value
movement of investment properties of $1.3m
• Earnings excluding fair value movements (EBITDAF ) of $(0.2)m
• Net profit after tax on continuing operations of $0.02m
• Net profit after tax on discontinued and continuing operations of $0.03m
• Total assets $59.2m
• Net debt $17.8m
• Cash and cash equivalents of $1.2m
1
EBITDAF is operating earnings before interest, tax, depreciation, amortisation and fair value adjustments and is a non-GAAP number.
FY20/21 at a GlanceFinancial Snapshot
19 December 19
Announced proposed
acquisition of aged care
facilities
3 October 20
Successful completion
of debt and equity
raisings to fund
transactions
2 December 20
Announced change of
balance date to
31 March
16 February 21
Announced compulsory
acquisition of minimum
holdings
22 February 21
Announced share
purchase plan.
Completed successfully
31 March 2021
11 June 20
Transactions
approved by
shareholders
21 January 21
Change of company
name to Promisia
Healthcare Limited
30 October 20
Completion of
acquisition of aged
care businesses
Financial Year
NZ $000’s
FY20/21
15 months
Primary Business ActivitiesAged Care (5 months)
Operating Revenue
6,060
Fair value movement on investment properties
1,250
Total Income
7,310
EBITDAF
1
(234)
NPAT on continuing operations
26
NPAT on discontinued and continuing operations
30
Total assets
59,227
Cash and cash equivalents
1,219
Debt
17,833
Net operating cashflow
566
FY20/21 was an exciting year for
Promisia, with the acquisition of
an aged care group on 30 October
2020 setting a new pathway for our
company.
OPERATIONAL HIGHLIGHTS
30 October 2020
Acquisition of aged care facilities
completed
9 December 2020
Tom Brankin appointed executive director
following resignation of former CEO
15 December 2020
Opened first wing of Aldwins House
aged care facility in Christchurch
22 March 2021
Site preparation underway to enable
construction to begin of PHL’s Ranfurly
development begin Feilding
PROGRESS AGAINST FY21
STRATEGIC OBJECTIVES
✓ Complete the transaction and
ensure integration of systems
✓ Focus on cost efficiencies to
create a leaner organisation
In Progress: Establish lean head office
and experienced leadership team
In Progress: Maximise occupancy of
Christchurch facility
Commenced: Build occupancy with
marketing and begin sale of new villas
at Ranfurly Manor in Feilding
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ANNUAL REPORT 2021
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PROMISIA HEALTHCARE LIMITED

Chairman’s
Report
Dear Shareholders
It is very pleasing to be writing this report as Chair
of an aged care business, having finalised the
acquisition of facilities from the Brankin Family
Interest Trust in October last year.
As shareholders will be aware, the Covid-19
environment created unforeseen challenges around
funding of the transaction and settlement took longer
than anticipated initially. Raising both equity and
debt during lockdown and the following months was
challenging. During this period, the directors and the
company’s legal and financial advisers were meeting
daily to progress the transaction. On behalf of the
directors and shareholders, I would like to thank our
equity investors, who contributed almost $8 million,
for their perseverance and continued commitment as
settlement deadlines were extended.
We also thank MSL Capital for raising equity at a
very difficult time for equity investment and the BNZ
and Senior Trust for the provision of the debt finance
component of the settlement price.
We were pleased to settle on 30 October 2020 and
refocus the company as an aged care business.
Our portfolio now consists of four aged care facilities,
located in the heartland of New Zealand and providing
personalised care for senior New Zealanders. We are
focused on the more acute care end of the sector, with a
focus on rest home and hospital care supplemented by
provision of dementia care, respite, and young disabled
care. We provide personalised care that is appropriate
and sensitive to a resident’s individual requirements.
Our facilities offer a full range of living and care options,
from independent living villas and serviced apartments
to rest homes, hospital and specialist dementia care.
This range of living options allows residents to age in
place as their care needs change.
On behalf of shareholders and my fellow directors I
wish to thank retiring director Duncan Priest for his
contribution to the company, often in very challenging
circumstances. Duncan joined the Board in October
2012.
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ANNUAL REPORT 2021PROMISIA HEALTHCARE LIMITED

Duncan’s extensive knowledge and experience in the
New Zealand’s capital markets has provided wise
counsel over the last nine years. We thank him for his
service and wish him well for the future. A replacement
director will be appointed prior to the Annual Meeting.
The compulsory acquisition of small shareholdings,
being fewer than 500,000 shares, is underway and will
result in a significant reduction in registry costs.
Thank you to all shareholders who participated in the
Share Purchase Plan (SPP) that closed on 31 March
2021. The SPP was a great success and enabled the
company to reduce interest bearing debt and improve
its working capital position.
Our immediate objective is to bed in the new business
and build occupancy at the large Aldwins Road facility.
The company is well placed for growth and we look to
the future with confidence.
OUR GROWTH STRATEGY
While we are currently one of the smallest listed
companies in the retirement village and aged care
sector, we have identified several areas for growth and
are excited about our future.
In the near term, our primary growth drivers revolve
around:
• Development activity
• Broaden revenue mix
• Acquisition
We remain focused on provincial New Zealand, which
offers lower land costs, generally lower operating costs
than larger centres and strong average occupancy rates
given there are usually fewer facilities in the area.
Broaden Revenue Mix
Currently, approximately 68% of our revenue is from
Government funding, with the remainder from private
payment from residents.
We generate a solid stream of recurring revenue from
the delivery of aged care services, and from village
fees. Rest home, hospital and specialised care services
are paid for either by the Government or by residents
themselves if they do not qualify for government
funding.
Many of our beds are dual purpose in that we can
redeploy them between rest home or hospital care,
depending on residents’ needs. Given the higher
support required for hospital and dementia care, these
beds tend to generate higher margins and will remain an
area of priority for us.
We also generate revenue from the village fees paid by
residents.
We have identified opportunities to broaden our revenue
mix with additional periodic revenue from the sale of
independent living villas and apartments in the form of
Occupational Right Agreements (ORAs). Construction
of 32 villas and 10 apartments adjoining our Ranfurly
facility in Feilding is underway. This development will
not produce any significant income until the second sale
of ORAs for these villas and apartments as the income
from the initial ORA sale will fund their purchase by the
Group from the developer.
Acquisition
We believe there are further growth opportunities for
our business through the acquisition of other aged care
facilities, particularly in provincial New Zealand.
The aged care sector remains highly fragmented and
increasing compliance and regulatory costs are making
it more difficult for smaller operators.
Development Activity
Demand for aged care in New Zealand is expected
to increase significantly over the next 12 years as the
number of New Zealanders over the age of 75 years is
expected to double. The aged care facilities currently
available in New Zealand cannot accommodate the
expected increase in demand and new facilities will
need to be built.
We have identified development opportunities at three
of our four facilities.
We took over the lease of the refurbished Aldwin’s
House in Christchurch in December, and we are now
progressively opening new rooms to meet demand. Full
occupancy is 145 beds.
Ranfurly Manor is Feilding’s largest aged care facility
with 162 beds. The site includes 1 hectare of adjoining
land, and we have a development contract for an
additional 32 villas and 10 apartments. Construction
on stage 1 has commenced and the first villas and
apartments are expected to be completed by the end of
this calendar year.
The development is being undertaken by interests
associated with Tom Brankin, the vendor of the
business and now Executive Director of Promisia. An
interest free loan has been provided from the developer
and therefore no capital investment is required from
Promisia. The loan will be repaid from proceeds of each
initial sale of an Occupational Right Agreement (ORA)
for a new villa or apartment.
The Directors are also evaluating the viability of the
construction of up to five additional retirement villas at
the Eileen Mary facility in Dannevirke.
This is leading to a growing number looking to sell and
move out of the sector, providing an opportunity for
Promisia to acquire modern facilities in areas where
there is strong demand.
Our priority is ensuring that any acquisition is value
accretive and in line with our strategy. Any acquisitions
will be considered based on contribution to profitability,
quality, geographic and cultural fit, demand for services,
and growth potential. We remain focused on provincial
New Zealand, however, will consider opportunities in
the main centres where it meets our acquisition criteria.

FY21 FINANCIAL PERFORMANCE
Our FY21 result covers the 15 months ended 31 March
2021, following the change of the company’s balance
date to 31 March, and includes five months of trading as
an aged care business.
Income was $7.3m, including an increase in fair value
movement of investment properties of $1.25m. Promisia
operates four aged care facilities (3 owned, 1 leased),
offering rest home, hospital and dementia care, as well
as respite, palliative and young disabled care. Eleven
resales of occupation rights agreements (ORAs) were
completed during the five-month period.
Earnings excluding fair value movements (EBITDAF
1
)
were $(0.2)m for the period. One off, non-recurring
acquisition related transaction costs of $0.8m were
included in this result. This compares to a loss of
$(2.4)m for the year ending 31 December 2019.
The Group reported a net profit after tax on continuing
operations of $0.026m, with a total profit from
continuing and discontinuing operations of $0.049m.
At 31 March 2021, total assets were $59.2m, net
debt was $17.8m and the Group had cash and cash
equivalents of $1.2m.
1
EBITDAF is operating earnings before interest, tax, depreciation, amortisation and fair value adjustments and is a non-GAAP number.
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ANNUAL REPORT 2021PROMISIA HEALTHCARE LIMITED

OUR PEOPLE
Together our people, residents and their whānau make
up our communities. We seek out people who genuinely
care and are committed to making a difference in the
lives of the elderly and their families/ whānau. The
majority of our team live in their local community and
know personally many of the residents. We support our
people through training and aim to provide a workplace
environment that is safe, comfortable and enjoyable.
We are a New Zealand immigration accredited employer
and have a multi-cultural team of employees. Ensuring
inclusion and welcoming diversity are essential parts of
our culture.
The past year was like no other for our people, as
they responded to the Covid-19 situation and looked
after residents in challenging and, at times, difficult
conditions. On behalf of the Board and management,
our utmost thanks go out to them for their efforts and
the amazing care they provide each and every day.
OUTLOOK
We are building off an established base, in an attractive
sector with good growth dynamics.
The number of people aged over 75 years is forecast to
double in the next 10 years and new facilities will need to
be built to meet demand, particularly for higher needs
and specialised care. In addition, increasing compliance
is driving sector consolidation with smaller facilities
finding it more difficult to remain viable.
Promisia is well positioned to capitalise on this demand.
We are a valued part of the communities where we are
located and provincial New Zealand will remain a focus
for us – these are communities that are often under-
resourced in terms of aged care.
We have a carefully considered and diversified growth
strategy and are already taking advantage of the
development opportunities available to us. Our priority
remains to deliver the highest quality care to residents,
within an active and inspiring community.
We look forward to building our business and delivering
increasing value to our shareholders.
Stephen Underwood Tom Brankin
Chairman Executive Director
Eileen Mary’s day of cultural celebration
With a very multi-cultural staff, it made sense
to hold a day to showcase the different cultures.
From an initial event three years ago, it has now
become an established part of the calendar for
residents and staff at the Dannevirke aged care
facility.
Staff and local school children entertain
residents with a showcase of performances with
this year’s event including songs and dance
from Indian, the Philippines, Tonga, the Cook
Islands and Samoa.
Community members also added Maori culture
and Scottish tunes to the mix. This was followed
by a lunch featuring dishes from different
countries.
Tararua District Mayor and deputy Major as well
as the Chamber of Commerce president and
other community groups, including families/
whānau, were invited to join in.
“Our staff are a virtual United
Nations and we wanted to give
them an opportunity to share
their different heritage with
residents. Our day of cultural
celebration has now become one
of the annual highlights here in
Eileen Mary.”
Facility Manager, Darlene Amboy
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ANNUAL REPORT 2021PROMISIA HEALTHCARE LIMITED

6-12 Months
- Build occupancy at Aldwins
House, Christchurch
- Progress the Ranfurly
development in Feilding (32 villas
and 10 care apartments)
- Identify potential sites for a new
rest home/retirement village
- Identify other acquisitions and
development opportunities
12-24 Months
- Achieve at least 70% occupancy
of Aldwins House, Christchurch
- Complete the Ranfurly
development in Feilding
- Evaluate development of
new villas on owned land in
Dannevirke
- Identify other acquisitions and
development opportunities
FY22 Strategic
Initiatives
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ANNUAL REPORT 2021PROMISIA HEALTHCARE LIMITED

• Stable future revenue streams with
significant growth opportunity
• Excellent modern facilities
• Experienced people, with many
years’ industry involvement
• High calibre employees
• Local facilities in strong
communities
• Existing growth opportunities
• Low overheads
• Carefully considered diversified
growth strategy
ATTRACTIVE SECTOR DYNAMICS
Strong demand underpinned by favourable population
demographics
The number of people in New Zealand aged over 75 is forecast
to double from 300,000 to 600,000 over the next 12 years. The
aged care facilities currently available in New Zealand cannot
accommodate the expected increase in demand and new
facilities will need to be built.
Growing demand for high needs and specialist aged care,
particularly in regional New Zealand
12% of people over 75 are in care. 43,000 new care beds are
required in New Zealand each year. There are insufficient beds
being built to cater for the demand, particularly in regional New
Zealand
Increasing compliance driving sector consolidation
Smaller owner operator facilities (fewer than 50 beds) are
closing as they lack the ability to remain profitable and
compliant without significant capital investment.
Variety of care and business models in the sector, with
different care offerings
Business models range from companies focused on building
retirement villages with villas and apartments which do not
provide care (independent living), through to higher needs care
providers. Growing demand for continuity of care with higher
care offerings on site.
The Ranfurly expansion is an exciting new development, creating a
further 32 one and two bedroom villas and 10 serviced care apartments
at this popular aged care facility in Feilding. The care apartments will be
connected to the existing aged care facility and will provide rest home/
hospital level care in apartment style living for residents. Building work
has commenced, with the new serviced apartments scheduled to be
completed in October 2021.

When completed, capacity at Ranfurly Manor will increase to
38 villas, 147 rest home/hospital beds and 25 dementia beds.
Our Strengths
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ANNUAL REPORT 2021PROMISIA HEALTHCARE LIMITED

AS CLEAR AS
POSSIBLE
• We explain what we
do in simple terms
• As much as possible,
we help residents
understand what we
are doing for them
• Families/whānau
know where they
stand with us
• We have open and
honest conversations
STRONGER
TOGETHER
• Residents, their
families/whānau, our
staff and our investors
together form the
Promisia community
• We work together to
set a market-leading
standard of care in
locations that suit
what we offer
ALWAYS NEARBY
• Residents feel valued
and looked after
• Our staff are warm,
positive and respectful
• Residents and staff see
each other regularly
• We build relationships
• We notice the little
things that people
value
• Residents feel close to
the neighbourhoods
and communities they
are part of
SUPPORTIVE &
PERSONAL
• We take the wellbeing
of each person who is
with us very seriously
• We want residents
to make the best
of every day and to
feel empowered and
respected
As well as being a mother and grandmother with a love of
gardening and interior decorating, Annette Carter has also been a
Care Giver at Ranfurly Manor for the past ten years.
She initially worked in the rest home and then the hospital unit
and, in 2015, moved to the new dementia unit when it opened.
She has a thirst for knowledge and after completing her dementia
papers, went on to complete her Level 2, 3 and 4 Careerforce
qualifications and other specialist courses.
Annette has a personal connection to those residents in the unit,
as her own mother passed away with dementia. She says she
loves the close contact with residents and their whānau.
For the last year, a group of 15 residents
at Ranfurly Manor have gathered on a
Monday to work on different creative
projects which then become part of
their visual diaries. Photos are taken
each week to remind residents of the
projects they have worked on and are
included in a diary which they can share
with their family/whānau and friends.
“Working in a close-knit unit
such as ours and seeing the
interactions of residents,
staff and families/whānau
gives me pleasure, pride and
satisfaction in the job I do each
day. I love working where I am
and hope to continue for many
years.”
Annette Carter, Ranfurly Manor Care Giver
Our Values
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ANNUAL REPORT 2021PROMISIA HEALTHCARE LIMITED

2021
Financial Statements
FOR THE FIFTEEN MONTHS
ENDED 31 MARCH 2021
Our Board & Leadership
STEPHEN UNDERWOOD
Independent Chairman
Appointed 8 June 2005
Stephen is a Wellington based business and
management consultant. He is an experienced
company director with an extensive background in
venture capital investment and supporting the growth
of emerging companies.
BCA LLB
THOMAS BRANKIN
Executive Director
Appointed 7 May 2013
Tom joined the Promisia Board in May 2013. He
has been involved in building and operating aged
care facilities and retirement villages for the last 30
years. Tom is currently the majority shareholder and
executive director of Promisia. His other interests
include commercial and residential property and farm
management software.
Dip Agriculture & Dip Farm Management
DUNCAN PRIEST
Independent Director
Appointed 16 October 2012
Duncan has a long association with the New Zealand
capital markets, equity financing and investment
banking. He has considerable experience in raising
capital from both the retail and wholesale markets.
Duncan is retiring as a director on conclusion of the
2021 Annual General Meeting.
HELEN DOWN
Independent Director
Appointed 30 May 2017
Helen is a well-known Wellington based expert in
both marketing and governance. Helen is recognised
for being instrumental in the growth of innovative
and exciting small and medium-sized businesses,
especially across the STEMM sectors. Helen is Chief
Executive of the Hutt Valley Chamber of Commerce.
BCA, FCIM
VIRGINIA DYALL-KALLIDAS
General Manager Group Facilities
Virginia has a long history in health having started her
career as an Enrolled Nurse and going on to become an
RN and then got her Master of Nursing with Honours.
Virginia is a qualified auditor and has held a number of
senior management roles in the private sector including
aged care. Virginia has held Facility Manager posts
previously and has most recently been the Clinical
Quality & Risk Manager – Lower North Island, for
another listed aged care business.
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ANNUAL REPORT 2021PROMISIA HEALTHCARE LIMITED

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the 15 months ended 31 March 2021
15 MONTHS
ENDED
31 MARCH
2021
12 MONTHS
ENDED
31 DECEMBER
2019
NOTES$000$000
Revenue
4 6,060 -
Fair-value movement of investment properties
11 1,250 -
Total Income
7,310 -
Administration expenses
5 (1,739)(294)
Operating expenses
6 (4,555)-
Depreciation and amortisation expense
10 (377)-
Finance costs
(894)-
Total Expenses
(7,565)(294)
Net gain/(loss) before income tax
(255)(294)
Income tax credit
8 281 -
Net gain/(loss) for the period from continuing operations
26 (294)
Discontinued operations
Profit/(Loss) for year after tax from discontinued operations
730(2,107)
Other comprehensive income
Items that may be later reclassified to profit or loss
Gain/(Loss) on translation of foreign currency
(7)1
Total other comprehensive income
(7)1
Total comprehensive income gain/(loss)
49 (2,400)
Earnings Per Share (cents per share)
Basic & diluted earnings per share from continuing operations
18 0.0004 (0.0151)
Basic & diluted earnings per share from discontinued operations
18 0.0004 (0.1085)
The accompanying notes form part of these financial statements.
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the 15 months ended 31 March 2021
ISSUED CAPITALFOREIGN CURRENCY RESERVEPOOLING OF INTERESTS RESERVEACCUMULATED LOSSESTOTAL
$000$000$000$000$000
Year ended 31 December 2019 audited
Opening balance
58,278 182 - (57,662) 798
Net loss for period
- - - (2,401) (2,401)
Other comprehensive income/(loss)
- 1 - - 1
Share issue
248 - - - 248
Closing balance at 31 December 2019
58,526 183 - (60,063) (1,354)
15 months ended 31 March 2021 audited
Opening balance
58,526 183 - (60,063) (1,354)
Net gain/(loss) for period
- - - 56 56
Other comprehensive income/(loss)
- (7) - - (7)
Pooling of interest reserve
- - (717) - (717)
Share issue (Note 17)
18,869 - - - 18,869
Less share issue costs
(335) - - - (335)
Closing balance at 31 March 2021
77,060 176 (717) (60,007) 16,512
The accompanying notes form part of these financial statements.
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ANNUAL REPORT 2021PROMISIA HEALTHCARE LIMITED

CONSOLIDATED BALANCE SHEET
As at 31 March 2021
The accompanying notes form part of these financial statements.
Authorised on behalf of the Board
Stephen Underwood Thomas Brankin Wellington
Chairman Director 22 June 2021
31 MARCH
2021
31 DECEMBER
2019
NOTES$000$000
Equity
Share capital
17 77,060 58,526
Accumulated losses
(60,007) (60,063)
Pooling of Interest Reserve
(717) -
Foreign currency translation reserve
176 183
Equity
16,512 (1,354)
Represented by:
Assets
Cash and cash equivalents
1,219 21
Trade and other receivables
9 2,034 55
Taxation Receivable
- 6
Related Party Advances
16
953 -
Property, Plant & Equipment
10 4,756 3
Right-of-use asset
10 9,285 -
Investment Property
11 40,677 -
Deferred Taxation
8 303 -
Total assets
59,227 85
Less:
Liabilities
Trade and other payables
12 2,837 584
Taxation Payable
472 -
Related Party Loans
16 1,000 855
Interest Bearing Loans & Borrowings
13 17,833 -
Lease Liability
14 10,040 -
Occupancy rights agreements
15 10,533 -
Total liabilities
42,715 1,439
Net assets/(liabilities)
16,512 (1,354)
CONSOLIDATED STATEMENT OF CASH FLOWS
For the 15 months ended 31 March 2021
15 MONTHS
ENDED
31 MARCH
2021
12 MONTHS
ENDED
31 DECEMBER
2019
NOTES$000$000
Operating Activities
Receipts from residents for care fees and services
4,247 -
Receipts of residents’ loans from new sales
1,590 -
Payments to suppliers and employees
(4,314)(294)
Repayments of residents' loans
(434)-
Interest paid
(1,009)-
Income tax
444 -
Net operating cash flows from discontinued operations
42 (574)
Net operating cash flows
566 (868)
Investing activities
Acquisition of aged care assets
(21,586)-
Purchase of property, plant & equipment10
(4,852)-
Net investing cash flows from discontinued operations
- 73
Net investing cash flows
(26,438)73
Financing activities
Drawdown of loans
19,000 57
Issue of share capital, net
8,665 247
Payments for lease liabilities
(441)-
Repayment of borrowings
(154)-
Net cash flow from financing activities
27,070 304
Net increase/(decrease) in cash and cash equivalents
1,198(491)
Cash and cash equivalents and beginning of period
21512
Cash and cash equivalents at end of period
1,21921
The accompanying notes form part of these financial statements.
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ANNUAL REPORT 2021PROMISIA HEALTHCARE LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the 15 months ended 31 March 2021
Statement of Compliance
The financial statements presented are those of Promisia Healthcare Limited (the Company) [formally Promisia
Integrative Limited], and its subsidiaries (the Group). Promisia Healthcare Limited is a profit-oriented entity
incorporated in New Zealand. Promisia Healthcare Limited’s principal activities are transitioning from developing and
marketing research based natural dietary supplements to the ownership and operation of retirement villages, rest
homes, and hospitals for the elderly within New Zealand.
Promisia Healthcare Limited is a Financial Markets Conduct Act reporting entity under the Financial Reporting Act
2013 and the Financial Markets Conduct Act 2013.
The Company’s registered office is 22 Panama Street, Wellington.
These financial statements have been approved for issue by the Board of Directors on 22 June 2021.
The financial statements been prepared in accordance with Generally Accepted Accounting Principles in New Zealand
(NZ GAAP). These financial statements comply with International Financial Reporting Standards (NZ IFRS) and
International Financial Reporting Standards (IFRS).
Basis of Preparation
Accounting policies are selected and applied to ensure the resulting financial information satisfies the concepts of
relevance and reliability, and the substance of the underlying transactions or other events is reported.
The financial statements are for the 15 months ended 31 March 2021.
The comparative figures are for the 12 months ended 31 December 2019. These comparative figures have limited
relevance as the principal activities of the Group have transitioned from developing and marketing research based
natural dietary supplements to the ownership and operation of retirement villages, rest homes, and hospitals for the
elderly within New Zealand. The financial periods shown in these financial statements capture this transition. The
Group changed its parent reporting date to align with the aged care subsidiary entities reporting dates that now make
up the continuing operations.
The information is presented in New Zealand dollars, the Group’s functional and presentation currency and rounded to
the nearest thousand dollars unless stated otherwise.
The financial statements include the results of trading of the aged care facilities from the date of acquisition 30
October 2020 to 31 March 2021, being five months of operations only.
There is no seasonality or cyclicality of the operations.
Measurement basis
These consolidated financial statements have been prepared on a historical cost basis, as modified by the revaluation
of certain assets and liabilities, including investment properties, certain classes of property, plant, and equipment and
right of use assets.
Critical judgements in applying accounting policies
In applying the groups accounting policies, management must make judgements, estimates, and assumptions. The
application of NZ IFRS also requires the use of certain critical accounting estimates.
The estimates and associated assumptions are based on historical experience and various other factors that are
reasonable under the circumstances. These estimates and assumptions concern projections of the future and will
seldom equal the related actual results.
The estimates and assumptions are reviewed and evaluated continuously. Revisions to accounting estimates are
recognised in the period in which the estimate is revised if the revision affects only that period.
The areas requiring a high degree of judgement or complexity, or areas where assumptions and estimates are
significant to the consolidated financial statements are disclosed in the following notes:
• Valuation of property, plant and equipment – summary of accounting policies and note 10.
• Valuation of investment property – summary of accounting policies and note 11.
• Revenue recognition – note 4.
• Value of right of use assets at commencement – note 14.
1. SUMMARY OF ACCOUNTING POLICIES
The following significant accounting policies have been adopted to prepare and present the financial statements of
the Group.
Principles of consolidation
The consolidated financial statements are prepared by combining the financial statements of all entities that comprise
the Group, being the Company (the parent entity) and its subsidiaries as defined in NZ IFRS 10 Consolidated Financial
Statements. A full list of subsidiaries appears in note 25 to the financial statements.
Subsidiaries are fully consolidated from the date on which control is transferred to the Group.
All inter-company transactions and balances are eliminated in full on consolidation.
Pooling of interest method
Promisia Healthcare Limited has applied the pooling of interest method when measuring the value of the acquired
aged care facilities. The pooling of interest method was elected as the acquisition was from a related party, giving a
common controlling interest. The pooling of interest method requires acquisition assets and liabilities to be recorded
at the net book value as at 30 October 2020, the date of the transaction The property acquired was revalued to fair
value by the vendor immediately prior to acquisition.
Revenue recognition
Revenue is recognised in accordance with NZ IFRS 15. Deferred management fees and rental income are considered
leases under NZ IFRS16, and therefore excluded from the scope of NZ IFRS 15. None of the Group’s revenue, as defined
by NZIFRS 15, contains significant financing components.
A contract for care fees is in place with all care residents by means of an admission agreement. The resident receives
the benefit as the care is administered and each resident incurs a contracted daily care fee set each year by the
Government. Rest home and hospital service fees are recognised at the point in time the services are rendered.
Deferred management fees are for the right to occupation and share in the use of community facilities and are
payable by residents of the Group’s units and apartments under the terms of their Occupancy Rights Agreement
(ORA). Management fees are typically payable on termination of the ORA up to a maximum percentage of a resident’s
occupation licence for the right to share in the use and enjoyment of common facilities. The timing of the recognition
of deferred management fees is a critical accounting estimate and judgement. The deferred management fees are
recognised on a straight-line basis over the average expected occupancy for the relevant accommodation being:
• Internal Apartments 3.7 - 4.0 years
• External Villas 6.8 - 7.0 years
Estimates of expected occupancy are reviewed periodically. Where a change is made, it is the Group’s policy to
recognise the aggregate impact of this change in the period in which the change in estimate occurs.
The Group has a contractual right to management fees in the first two years of occupancy. The timing difference in the
contractual right to receive the management fees and the accounting recognition of the revenue over the estimated
expected occupancy gives rise to a liability for revenue in advance. As at 31 March 2021 revenue in advance of $0.881m
was recorded, not yet released to the profit or loss. See note 12.
Village service fees are charged to residents to recover a portion of village operating costs associated with services
provided including staff wages, rates, and electricity. Village service fees are recognised as services are rendered.
Other income includes other services to residents, training income for students, and administration income on the
settlement of ORAs. This is recognised as services are provided.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the 15 months ended 31 March 2021
2627
ANNUAL REPORT 2021PROMISIA HEALTHCARE LIMITED

Investment property
Promisia Healthcare Limited is applying the accounting policies under NZ IAS40 for Investment Property.
Investment property has been valued at fair value by an independent registered valuer on acquisition. Investment
property is subsequently valued at each reporting period with any gains or losses resulting from the revaluation
recorded in profit or loss. Fair value is determined using discounted cash-flow methodology.
Leasing – right-of-use asset
The operating lease on Aldwins House has been recognised on the balance sheet as a right-of-use asset and
a corresponding lease liability, based on the present value of the lease payments. The right-of-use assets are
depreciated on a straight-line basis over the term of the lease.
Lease liability
The lease liability is measured at the present value of the contracted unpaid lease payments, discounted using the
Group’s incremental borrowing rate. The accounting treatment for the lease is in accordance with NZ IFRS-16, refer to
note 14 for details
Property, plant, and equipment
The Nelson Street rest home property in Feilding is measured at fair value, including furniture and fittings, as it
is an owner operated facility and is not subject to any Occupancy Rights Agreements. Subsequent to acquisition
revaluations are undertaken every three years unless there is sustained market evidence of a significant change in
market value.
Other fixed assets are recorded at historical cost and depreciated. Property is revalued from time to time with the
resulting gain or loss in value recognised in other comprehensive income. If losses exceed previous revaluation gains,
the loss will be recognised in the profit or loss. This policy has no impact on prior periods as the Group only acquired
the rest home on 30 October 2020. There were no such assets in the past.
Impairment of property, plant, and equipment
At each reporting date the Group reviews the carrying amounts of its property, plant, and equipment to determine
whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the
recoverable amount of the asset is estimated to determine the extent of the impairment loss (if any). Where the asset
does not generate cash flows that are independent from other assets, the Group estimates the recoverable amount of
the cash-generating unit to which the asset belongs.
Recoverable amount is the higher of fair value less costs of disposal and value in use. In assessing value in use, the
estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current
market assessments of the time value of money and the risks specific to the asset for which the estimates of future
cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the
carrying amount of the asset is reduced to its recoverable amount. An impairment loss is recognised immediately in
profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is greater
than the related revaluation surplus, the excess impairment loss is recognised in the profit or loss.
Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is
increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not
exceed the carrying amount that would have been determined had no impairment loss been recognised for the
asset in prior years. A reversal of an impairment loss is recognised immediately in profit or loss to the extent that it
eliminates the impairment loss which has been recognised for the asset in prior years. Any increase in excess of this
amount is treated as a revaluation increase.
Foreign currencies
Transactions in foreign currencies are initially recognised in the functional currency of the foreign operation. At
balance date, foreign monetary assets and liabilities are translated at the closing rate, and exchange variations arising
from these translations are recognised in the income statement. The assets and liabilities of foreign operations, whose
functional currency is not the New Zealand dollar, are translated at the closing rate. Revenue and expense items
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the 15 months ended 31 March 2021
are translated at the spot rate at the transaction date or a rate approximating that rate. Foreign currency exchange
differences are recognised in the foreign currency translation reserve.
Goods and services tax (GST)
The Statement of Comprehensive Income has been prepared exclusive of GST. All items in the statement of financial
position are stated net of GST, except for receivables and payables which include GST. Operating cash flows are
presented on a GST exclusive basis.
Receivables and impairment
Trade and other receivables are recognised at fair value less an allowance for expected credit losses. Loss allowances
relate solely to expected credit losses arising from contracts with customers. The amount of credit losses is updated
at each reporting date to reflect changes in credit risk since initial recognition of the respective financial instrument.
An expected credit loss is determined based on the historic credit loss rates, adjusted for other current observable
data that may materially impact the Company’s future credit risk, including customer specific factors, current
conditions, and forecasts of future economic conditions.
Trade receivables are written off when there is no reasonable expectation of recovery.
Trade and other payables
These amounts represent liabilities for goods and services provided to the company prior to the end of the financial
year which are unpaid. The amounts are unsecured and are usually paid within 30 days of recognition.
Employee entitlements
A liability is recognised for benefits accruing to employees in respect of wages and salaries and annual leave in the
period the related service is rendered. All employee entitlements at 31 March 2021 are short-term and are measured at
the undiscounted amount of the benefits expected to be paid in exchange for that service. See note 12.
Borrowings
Borrowings are initially recognised at fair value and are subsequently measured at amortised cost. Any difference
between the proceeds and the redemption amount is recognised in the Consolidated Statement of Comprehensive
Income. Borrowing costs are recognised in the Consolidated Statement of Comprehensive Income over the period of
the loan agreements to which they relate.
Income tax
Income tax expense / (credit) comprises both current and deferred tax and is recognised in the consolidated
Statement of Comprehensive Income. Current tax is the expected tax payable on the taxable income for the year
subject to adjustment by tax payable in respect of previous years and is calculated using tax rates that have been
enacted or substantively enacted by balance date.
Deferred tax is the amount of income tax payable or recoverable in future periods in respect of temporary differences
and unused tax losses. Temporary differences are differences between the carrying income, amount of assets and
liabilities in the financial statements and corresponding tax bases. Deferred tax liabilities are generally recognised for
all temporary differences. Deferred tax assets are recognised to the extent that it is probable that taxable profits will
be available against which the deductible temporary differences or tax losses can be utilised.
Current tax and deferred tax is charged or credited to the profit or loss, except where it relates to items charged or
credited directly to equity, in which case the tax is dealt with in equity.
Deferred tax on investment property
Deferred tax on investment property is assessed on the basis that the asset value will be realised through use (“Held
for Use”).
The Group’s ORAs comprise two distinct cash flows, being an ORA deposit upon entering the unit and the refund
of this deposit on exit. The Group considers it appropriate to recognise and measure the tax base and associated
deferred tax based on the contractual entitlements over the ORA periods as this best represents the Group’s liabilities
to residents as at the reporting date.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the 15 months ended 31 March 2021
2829
ANNUAL REPORT 2021PROMISIA HEALTHCARE LIMITED

Depreciation
Depreciation is provided on all property, plant, and equipment, other than freehold land. Depreciation is calculated to
allocate the asset’s cost less estimated residual value, over the estimated useful life, starting from when the assets are
ready for use, as follows:
• Buildings 2% DV
• Leasehold improvements 10% SL
• Plant and equipment 20% DV
• Office equipment 16% DV
The estimated useful lives, residual values and depreciation methods are reviewed at the end of each reporting period,
with the effect of any changes in estimations accounted for on a prospective basis.
No depreciation is provided for investment properties.
Right-of-use assets relating to leases are depreciated on a straight-line basis over the term of the lease.
Discontinued operations
The operation of developing and marketing natural dietary supplements ceased effective 19 December 2019. The net
operating profit/(loss) after tax of the discontinued operation is reclassified within the Statement of Comprehensive
Income and disclosed separately as are the comparative figures relating to the discontinued operations. Any assets
identified as solely used within the ceased operations are recorded at fair value less cost of sale and classified as held
for sale in the financial statements..
Adoption of new and revised standards and interpretations
In the current period, the Group adopted all mandatory new and amended standards and interpretations which had no
material impact on the company.
Standards and interpretations on issue but not yet adopted
We do not consider that any NZ IFRS standards or interpretations that have been issued or amended recently that
have not yet been adopted by the Group would materially impact the Group in future periods.
2. ACQUISITION OF AGED CARE FACILITIES
The Group completed the purchase of three aged care facilities for $31.385m on 30 October 2020. These aged care
facilities are Ranfurly Residential Care Centre in Feilding, Nelson Street Residential Care Centre in Feilding, and Eileen
Mary Residential Care Centre in Dannevirke.
The acquisition involved the purchase of assets and the assumption of certain liabilities. It has been financed via
debt of $18m, new equity issued of $14m, of which $8m has been issued to the vendor and $6m to various private
placement participants. All shares have been issued at a price of $0.001 per share.
The agreed price for the aged care facilities was $31.385m, however the fair value of all property acquired has been
determined as at 30 October 2020 by independent valuer CBRE immediately prior to the transaction, at a value of
$33.015m. The difference between the agreed purchase price and the fair value of the property and other net assets
acquired at 30 October 2020 comes to $0.717m and is shown as a reserve in equity.
As part of this acquisition, the development land surrounding Ranfurly Residential Care Centre has been purchased
under a fixed price agreement with the vendor to complete the development within seven years, for a fixed price of
$14.18m, payable from occupancy rights agreement (ORA) sale proceeds from the developed units.
A long-term lease has been signed for the property at 62 Aldwins Road, Christchurch (Aldwins House) for the
operation of a rest home and hospital, which opened in mid-December 2020. As part of the lease, the landlord has
provided a loan of up to $1m interest free for the fit-out of Aldwins House. An option to purchase Aldwins House has
been signed and is available until 1 August 2021. The purchase price under the option is the sum of $10m plus the
unpaid balance of the loan provided by the landlord for the fit-out (up to a maximum of $1m).
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the 15 months ended 31 March 2021
Aldwins House has capacity of 145 beds. Commencing with nil residents on opening Aldwins House had 17 residents
at 31 March 2021. The operations are currently loss making as it is in an occupancy building phase.
Promisia Healthcare Limited purchased the shares of Ranfurly Manor No: 1 Limited and Eileen Mary Age Care Property
Limited. These companies own the investment property. The aged care business and assets were acquired from the
trading entities of the vendor.
The pooling of interest method has been used for the acquisition of the aged care businesses. Pooling of interest
requires the existing balances from the acquired entities to be combined with the balances of Promisia Healthcare
Limited.
Property was valued at fair value based on an independent valuation from CBRE Limited at acquisition date. Any
differences between the book values of the acquired entities and the purchase price are recorded as an equity reserve.
3. GOING CONCERN
The acquisition of the aged care facilities recapitalised the Company. This provided tangible assets to the group with
the expectation of both profits and positive cash flows from operations. The acquisition has allowed shareholders
to retain their shares, providing them with an interest in an established business in the aged care sector with strong
growth prospects.
The Directors are comfortable that based on the historic performance, detailed cash flow projections, and the support
provided by Directors, the Group will be able to meet their cash flow requirements as they fall due.
The Group has reported a net loss before tax of ($0.255m) for the fifteen months ending 31 March 2021. This loss
includes significant costs relating to the acquisition of the aged care facilities totalling $0.865m.
These costs include legal fees and NZX listing fees. The three fully operational facilities achieved a net profit before
tax of $2.383m for the five months ending 31 March 2021. However, the Aldwins House facility, which opened in
December 2020 made a loss of ($0.909m). It is expected that the profitability of the Aldwins House facility will
increase significantly as the occupancy increases.
4. REVENUE
15 MONTHS
ENDED
31 MARCH
2021
12 MONTHS
ENDED
31 DECEMBER
2019
$000$000
Rest home, hospital & dementia fees
5,741 -
Deferred management fees
268 -
Village service fees
15 -
Other revenue
36 -
Total Revenue
6,060 -
Other revenue
Other income includes other services to residents, training income for students, and administration income on the
settlement of ORAs. This revenue is recognised as services are provided.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the 15 months ended 31 March 2021
3031
ANNUAL REPORT 2021PROMISIA HEALTHCARE LIMITED

5. ADMINISTRATION EXPENSES
Administration expenses are recognised on an accrual basis.
15 MONTHS
ENDED
31 MARCH
2021
12 MONTHS
ENDED
31 DECEMBER
2019
$000$000
Legal expenses
645 294
NZX Listing & regulatory Expenses
253 -
Insurance
135 -
Other administration costs
706 -
Total operating expenses
1,739 294
Legal expenses and NZX listing and regulatory fees incurred are associated with the acquisition and entry into the
aged care business and are largely considered to be one-off costs.
6. OPERATING EXPENSES
All operating expenses are recognised on an accrual basis.
15 MONTHS
ENDED
31 MARCH
2021
12 MONTHS
ENDED
31 DECEMBER
2019
$000$000
Employee benefits and other staff costs
3,733-
Property-related expenses
77-
Other operating costs
745-
Total operating expenses
4,555-
Employment expenses relate to wages and salaries to employees, which includes holiday pay and employee
incentives. These employment expenses are recognised as the benefit accrues to the employee.
Property related expenses and other operating costs relate to costs associated with running a retirement village such
as consumables, electricity, insurance, rates, and repairs and maintenance. These expenses are recognised as they
occur.
7. DISCONTINUED OPERATIONS
The Group has transitioned from developing and marketing research based natural dietary supplements to the
ownership and operation of retirement villages, rest homes, and hospitals for the elderly within New Zealand.
The operation of development and marketing research based natural dietary supplements ceased effective 19
December 2019, with an announcement made on 14 February 2020 to cease all Arthrem sales. The natural dietary
supplements business has therefore been classified as discontinued operations in the Statement of Comprehensive
Income. The comparative figures relating to this discontinued operation have also been reclassified under
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the 15 months ended 31 March 2021
discontinued operations in the Statement of Comprehensive Income. Any assets disposed from discontinued
operations had nil book value.
The operation of retirement villages, rest homes, and hospitals for elderly within New Zealand, has been classified as
continuing operations.
Discontinued operations results:
15 MONTHS
ENDED
31 MARCH
2021
12 MONTHS
ENDED
31 DECEMBER
2019
$000$000
Revenue
96 190
Cost of Goods Sold
(1)(53)
Impairment of inventory
- (1,107)
95 (970)
Other Income
- 1
Expenses
Administration expenses
14 (757)
Operating expenses
(67)(319)
Depreciation and amortisation expense
- (11)
Total Expenses
(53)(1,087)
Operating gain/(loss)
42(2,056)
Finance costs
-(51)
Net gain/(loss) before tax
42(2,107)
Taxation expense
(12)-
Net gain/(loss) from discontinued operations
30(2,107)
15 MONTHS
ENDED
31 MARCH
2021
12 MONTHS
ENDED
31 DECEMBER
2019
$000$000
Operating Activities
Receipts from customers
96202
Payments to suppliers and employees
(54)(776)
Interest paid
--
Net operating cash flows from discontinued operations
42(574)
Investing activities
Sale of property, plant and equipment
-18
Refund of NZX deposit
-55
Purchase of property, plant & equipment
--
Net investing cash flows from discontinued operations
-73
Net cash provided from discontinued operations
42(501)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the 15 months ended 31 March 2021
3233
ANNUAL REPORT 2021PROMISIA HEALTHCARE LIMITED

8. INCOME TAX EXPENSE
Income tax comprises current and deferred tax and is recognised in the Statement of Comprehensive Income.
Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively
enacted by the reporting date, and any adjustment to tax payable in respect of previous years. Current tax for current
and prior periods is recognised as a liability (or asset) to the extent that it is unpaid (or refundable). The applicable tax
rate is 28% (2019: 28%).
15 MONTHS
ENDED
31 MARCH
2021
12 MONTHS
ENDED
31 DECEMBER
2019
$000$000
Income tax expense
Current tax
120 -
Deferred Tax
(389)-
Total income tax expense/(credit)
(269)-
Reconciliation to net profit before tax
Profit/(loss) from continuing activities
(255) (294)
Profit/(loss) from discontinued activities
42 (2,107)
Other comprehensive income gain/(loss)
(7) 1
Net profit/(loss) before tax
(220) (2,400)
Income Tax Expense calculated at 28%
(62)-
Tax effect of:
Changes in fair value
(350)-
Non-deductible expenses
182 -
Deferred tax temporary differences
(39)-
Total income tax expense/(credit)
(269)-
Current tax attributable to continuing operations
(281)-
Tax attributable to discontinued operations
12 -
Total income tax expense/(credit)
(269)-
There are no imputation credits available to shareholders, (2019 $nil).
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the 15 months ended 31 March 2021
Deferred tax
Deferred tax arises as a result of temporary differences between the carrying amounts of assets and liabilities for
financial reporting purposes and the amount used for taxation purposes.
Deferred tax assets and liabilities have been offset in accordance with NZ IAS 12 Income Tax. The deferred tax has
been calculated on the assumption that there will be no change to tax law or circumstances.
The Group recognises tax losses in the balance sheet to the extent that tax losses offset deferred income tax liabilities
arising from temporary differences and the requirements of income tax legislation can be satisfied. Significant
judgement is required in determining whether shareholder continuity and other tax legislation requirements will
continue to be met in the future in order for tax losses to be recognised. The 2019 tax losses of $2,401,000 are subject
to IRD approval and as such a tax asset has not been recorded in the accounts. A deferred tax asset is recognised to
the extent that it is probable that future taxable profits will be available against which the asset can be utilised.
15 MONTHS
ENDED
31 MARCH
2021
12 MONTHS
ENDED
31 DECEMBER
2019
$000$000
Deferred tax movements
Balances acquired
423 -
Lease and RoU asset under IFRS 16
24
-
Recognised tax losses
269
-
Fair value movement
(350)
-
Temporary difference in income statement
Property, plant and equipment
(50)-
Deferred management Fees
11 -
Other temporary differences
(24)-
303
-
Balance at end of year
Right-of-use asset
(2,600)-
Lease liability
2,811 -
Recognised tax losses
269
-
Investment property movement
(350)
-
Property, plant and equipment
(50)
-
Deferred management fees
247
-
Other temporary differences
(24)-
Deferred tax asset/(liability)
303 -
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the 15 months ended 31 March 2021
3435
ANNUAL REPORT 2021PROMISIA HEALTHCARE LIMITED

9. TRADE AND OTHER RECEIVABLES
15 MONTHS
ENDED
31 MARCH
2021
12 MONTHS
ENDED
31 DECEMBER
2019
$000$000
Trade receivables
745 34
ORA settlements owing
995 -
Other debtors
25
-
Prepayments
249
1
NZX Deposit
20 20
Total trade and other receivables
2,034 55
Debtors are non-interest bearing, although the Group has the right to charge interest on overdue settlements of
occupancy advances or overdue care fees. Trade receivables principally comprise amounts due for care fees.
Care fees are received from residents (payable monthly in advance) and various government agencies. Government
agency payment terms vary but are typically paid fortnightly in arrears for care services provided to residents.
Long term occupancy settlements owing are amounts due from incoming residents who have entered into an
Occupation Rights Agreement on one of the Group’s units or serviced apartments.
There is no significant concentration of credit risk as trade debtors are either individual residents or government
agencies. There is no provision for expected credit losses. (2019: nil).
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the 15 months ended 31 March 2021
10. PROPERTY, PLANT AND EQUIPMENT AND RIGHT-OF-USE ASSET
LAND & BUILDING VALUATIONOTHER PP&E TOTAL RIGHT OF USE ASSETS
$000$000$000$000
12 months ended 31 December 2019
Opening gross carrying amount
- 48 48 -
Additions
- - - -
Revaluation
- - - -
Disposals
- (33) (33) -
Closing net carrying amount
- 15 15 -
Accumulated depreciation
Opening accumulated depreciation
- (13) (13) -
Disposals
- 10 10 -
Depreciation
- (9) (9) -
Closing accumulated depreciation
- (12) (12) -
Net book value at 31 December 2019
- 3 3 -
15 months ending 31 March 2021
Opening gross carrying amount
- 15 15 -
Additions
3,250 1,602 4,852 10,007
Revaluation
- - - -
Disposals
- (15) (15) -
Closing net book value
3,250 1,602 4,852 10,007
Accumulated depreciation
Opening accumulated depreciation
- (12) (12) -
Additions
- - - (445)
Disposals
- 15 15 -
Depreciation
(26) (73) (99) (278)
Closing accumulated depreciation
(26) (70) (96) (723)
Net book value at 31 March 2021
3,224 1,532 4,756 9,285
All completed rest homes included within the definition of freehold land and buildings were at fair value on acquisition
at 30 October 2020 based on an independent valuation report prepared by registered valuers, CBRE Limited. They
were not revalued at 31 March 2021.
The valuers use multiple valuation techniques to estimate and determine fair value. The valuer made key assumptions
that include capitalisation of earnings (using a capitalisation rate of 13.5%), together with observed transactional
evidence of the market value per care bed (at $65,000 per care bed).
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the 15 months ended 31 March 2021
3637
ANNUAL REPORT 2021PROMISIA HEALTHCARE LIMITED

As the fair value of land and buildings is determined using inputs that are unobservable, the Group has categorised
property, plant, and equipment as Level 3 under the fair value hierarchy in line with NZ IFRS 13 Fair Value
Measurements.
The significant unobservable inputs used in the fair value measurement of the Group’s freehold land and buildings are
the capitalisation rate and the market value per care bed.
As the valuer uses several valuation techniques a significant decrease in the capitalisation rate could, but may
not necessarily, result in a significantly higher fair value measurement. Conversely, a significant increase in the
capitalisation rate could, but may not necessarily, result in a significantly lower fair value measurement.
A significant increase in the market value per care bed could, but may not necessarily, result in a significantly higher
fair value measurement. Conversely, a significant decrease in the market value per care bed could, but may not
necessarily, result in a significantly lower fair value measurement.
The completed rest homes were last valued at 30 October 2020. The Group has considered the fair value of these
assets and determined that there is no indication that the carrying value of the assets is materially different from the
fair value as at 31 March 2021.
Right-of-use assets
Included within property, plant and equipment are right-of-use assets relating to leases, see note 13.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the 15 months ended 31 March 2021
11. INVESTMENT PROPERTIES
Investment properties are not depreciated and are fair valued. As the fair value of investment property is determined
using inputs that are unobservable, the Group has categorised investment property as Level 3 under the fair value
hierarchy in line with NZ IFRS 13 Fair Value Measurements.
The carrying value of investment property is the fair value as determined by an independent valuation report prepared
by registered valuers CBRE Limited, as at 31 March 2021. This report combines discounted future cash flows and
occupancy advances received from residents for retirement village units, for which there is a licence to occupy.
15 MONTHS
ENDED
31 MARCH
2021
12 MONTHS
ENDED
31 DECEMBER
2019
$000$000
Balance at beginning of period
- -
Acquisition of villages
29,775 -
Additions
- -
Reclassification from/(to) property, plant and equipment
- -
Fair value movement - unrealised
1,250 -
Net fair value of investment property
31,025 -
Add
Investment property under construction
-
-
Liability for residents' loans
10,533 -
Net (revenue in advance) / accrued income
(881)-
Investment property
40,677 -
Gross market value of investment facilities
38,077 -
Development land
2,600 -
Investment property
40,677 -
Uncertainty due to COVID-19 pandemic
The valuation of investment properties at 31 March 2021 is based on the information available to CBRE Limited at the
time of the valuation and relies on several key inputs and assumptions.
The valuations are sensitive to changes in key inputs. The valuer has elected a value at a point between valuation on a
capitalisation approach (based on forecast EBITDAR) and a direct comparison approach. This is summarised as:
$000
Estimated Value by capitalisation approch
30,225
Estimated value by direct comparison
31,625
Valuation adopted
31,025
Given the COVID-19 pandemic there is an increase in the uncertainty in determining the fair value of investment
property. CBRE Limited has commented on the New Zealand market uncertainty in the valuation report.
Given this heightened uncertainty surrounding the impact COVID-19 may have on real estate markets in the future,
a high degree of caution should be exercised when relying upon the valuation. Values may change more rapidly and
significantly than during standard market conditions.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the 15 months ended 31 March 2021
3839
ANNUAL REPORT 2021PROMISIA HEALTHCARE LIMITED

Key assumptions
The fair values were based on a discounted cash flow model applied to expected future cash flows generated by the
investment properties and by a direct comparison approach based on value per bed. The major assumptions used are
as follows:
Key assumptions of invesment properties
Growth rates2.21% to 3.02%
Target IRR16.5% to 18.0%
Average occupancy85.0% to 91.3%
Discounted cash flow period20 years
Sensitivity
A 0.5 percent decrease in the discount rate would result in a $0.20 million higher fair value measurement. Conversely,
a 0.5 percent increase in the discount rate would result in a $0.19 million lower fair value measurement.
Other inputs used in the fair value measurement of the Group’s investment property portfolio include the average age
of residents and the occupancy period.
A significant increase in the average age of entry of residents or the long-term nominal house price inflation rate
would result in a significantly higher fair value measurement. Conversely, a significant decrease in the average age
of entry of residents or the long-term nominal house-price inflation rate would result in a significantly lower fair value
measurement.
Security
Residents make interest-free advances (occupancy advances) to the retirement villages in exchange for the right to
occupy retirement-village units, see note 15. Under the terms of the occupancy agreement, the resident receives a
first mortgage held over the individual title by the statutory supervisor.
12. TRADE & OTHER PAYABLES
15 MONTHS
ENDED
31 MARCH
2021
12 MONTHS
ENDED
31 DECEMBER
2019
$000$000
Trade payables
1,083 565
Employee entitlements
873 19
Revenue received in advance
881 -
Total trade and other payables
2,837 584
Revenue received in advance $0.881m represents the contractual deferred management fees received not yet
released to the profit and loss on the accounting basis of estimated expected occupancy periods of between 3.7 and
7.0 years. Based on current estimated expected occupancy periods $0.341m of the revenue in advance balance will be
recognised as income within 1 year, $0.499m in 2 to 4 years, and $0.041m in 5 to 7 years.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the 15 months ended 31 March 2021
13. INTEREST BEARING LOANS
Bank loans (secured)
Acquisition of the aged care facilities resulted in the drawdown of $18m of debt, of which $13m was provided by Bank
of New Zealand Limited. These term loans are secured by a first mortgage security over the aged care facilities, at
interest rates of 2.29%-4.21% at balance date. One loan of $3.5m is repayable in 60 equal instalments. All other BNZ
loans fall due for repayment on 20 October 2023. A further $5m was provided by Senior Trust Retirement Village
Income Generator Limited holding a second mortgage security over the aged care facilities. This loan is interest only
with a fixed interest rate of 10.75%p.a. Repayment is required in full on 30 October 2024.
Funding was provided by Monument Finance Limited for the payment of insurance premiums. At balance date $0.111m
remained payable to Monument Finance Limited.
31 MARCH
2021
31 DECEMBER
2019
$000$000
Interest bearing loans
Current portion
788-
Term portion
17,045-
Total interest bearing loans
17,833-
Comprised of:
Monument Finance - Insurance Funding
111-
BNZ - Eileen Mary Age Care Property Limited
2,900-
BNZ - Ranfurly Manor No: 1 Limited
5,430-
BNZ - Ranfurly Manor No: 1 Limited
3,222-
BNZ - Nelson Street Reshome Limited
1,170-
Senior Trust - Ranfurly Manor No: 1 Limited
5,000-
Total interest bearing loans
17,833-
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the 15 months ended 31 March 2021
4041
ANNUAL REPORT 2021PROMISIA HEALTHCARE LIMITED

14. LEASE LIABILITIES
The Group leases a rest home and hospital facility at 62 Aldwins Road, Christchurch.
NZ IFRS16 requires the initial recognition of a right-of-use asset valued at the present value of future lease payments,
along with the recognition of a lease liability.
Subsequent measurement of the lease liability is made to reflect the interest on the lease liability and the lease
payments made. The right-of-use asset relating to this lease is included within property, plant, and equipment (note
10).
15 MONTHS
ENDED
31 MARCH
2021
12 MONTHS
ENDED
31 DECEMBER
2019
$000$000
Opening net book value
--
Additions
10,231-
Interest
250-
Lease payments made
(441)-
Closing Lease Liability
10,040-
Interest on lease liability
250-
Depreciation on right of use asset
278-
Amounts recognised in profit & loss
528-
Total lease payments in the period
442-
15. OCCUPANCY ADVANCES (NON-INTEREST BEARING)
15 MONTHS
ENDED
31 MARCH
2021
12 MONTHS
ENDED
31 DECEMBER
2019
$000$000
Balance at beginning of financial period
--
Amounts from acquired villages
9,685-
Amounts received on issue of new ORAs
1,590-
Amounts repaid on termination of ORAs
(434)-
Deferred Management Fees (per contract)
(308)-
Balance at end of financial period
10,533-
Occupancy advances are amounts paid to Promisia Healthcare Limited by a resident on being issued the right to
occupy one of the Group’s units or serviced apartments under an occupation right agreement (“ORA”). The ORA
confers a right of occupancy until such time as the right is terminated.
Occupancy advances are non-interest bearing and are repayable to the exiting resident, net of any amount owing to
the Group, whereby a new ORA for the unit or serviced apartment may then be issued to an incoming resident.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the 15 months ended 31 March 2021
16. RELATED PARTY TRANSACTIONS
15 MONTHS
ENDED
31 MARCH
2021
12 MONTHS
ENDED
31 DECEMBER
2019
NOTES$000$000
Transactions with related parties
Directors fees paid: T D Brankin
S Underwood
M D Priest
H Down
21
61
21
20
14
41
14
15
i
12384
Payments:
Lease payments to Teltower Ltdv
442 -
Interest paid to Brankin Family Interest Trustii
219 53
Funds advanced to Brankin Family Interest Trustii
1,085 -
Purchase of assets from Brankin Family Interest Trustiii
31,385 -
Receipts:
Funds advanced by D Priestiv
20 -
Funds advanced by Teltower for fit-outv
1,000 -
Funds advanced by Brankin Family Interest Trustii
1,000 821
New equity from Brankin Family Interest Trustiii
8,000 -
Balances with related parties
Brankin Family Interest Trust - (receivable)ii
(953) -
Related party advance balances outstanding at end of
period
(953) -
Teltower Ltd - payablev
1,000 -
Brankin Family Interest Trust - payableii
- 855
Related party loan balances outstanding at end of period
1,000 855
i. The 2019 Directors fees were accrued only and were settled in the 2021 reporting period in addition to the $0.123m
Directors fees. A share issue was approved on 4 March 2021 to capitalise part of the directors’ fees owing, with the
issue of 92,683,333 shares at $0.001 per share, the balance of fees being paid in cash.
ii. The Brankin Family Interest Trust is a related party to TD Brankin, a shareholder, and a director of the Group. The
Brankin Family Interest Trust had advanced $0.855m as at December 2019 to the Group. At acquisition date, 30
October 2020, this balance (including interest) came to $0.558m. A further advance of $1 million was made from
the Brankin Family Interest Trust as part of the acquisition of the aged care facilities to assist with working capital.
These advances from the Brankin Family Interest Trust formed a vendor loan totalling $1.558m, interest free until
31 March 2022. On 24 March 2021 at a special meeting of shareholders it was resolved that 1,557,683,100 shares be
issued capitalising the loan from Brankin Family Interest Trust at a price of $0.001 per share. Post the acquisition,
settlements have been made by the Group to, or on behalf of, the vendor netting to $0.997m.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the 15 months ended 31 March 2021
4243
ANNUAL REPORT 2021PROMISIA HEALTHCARE LIMITED

iii. The Group completed the purchase of three aged care facilities for $31.385m on 30 October 2020 from Brankin
Family Interest Trust. The acquisition involves the purchase of assets and the assumption of certain liabilities.
Financing the purchase included issuing $8m of shares at $0.001 per share to the vendor.
iv. D Priest is a shareholder and a director of the Group. D Priest lent the Company $0.020m during the reporting
period, at balance date the full $0.020m has been repaid, leaving $nil owing.
v. Teltower Limited is the landlord of Aldwins House and is a related party of The Wellington Company Limited. Under
the lease for Aldwins House, Teltower Limited made available a loan of up to $1.0m interest free for the fit-out
of Aldwins House. At the balance date, $1.0m of this facility had been utilised. If the option to purchase Aldwins
House is exercised by 1 August 2021, the unpaid balance of the loan will become payable as part of the purchase
price. Lease payments totalling $0.442m were made in the five months trading to Teltower Limited.
vi. Design Care Group Ltd is a related party as it is owned by the Brankin Family Interest Trust. The Promisia Group
has entered into a fixed price agreement with Design Care Group Ltd for the development of land surrounding
the Ranfurly Residential Care Centre. The agreement provides a period of seven years for the development of ten
internal units, two 1-bedroom villas and thirty 2-bedroom villas to be completed at a fixed price of up to $14.18m.
This price will be paid from the ORA sale proceeds from individual units once complete. If the ORA sale proceeds
per unit fall below specified values, then the loss is borne by Design Care Group Ltd. If the ORA sale proceeds per
unit exceed the pre-determined values, the amount in excess becomes a gain to the Group. This development will
not require any capital cash commitments from the Promisia Group as the ORA sale proceeds will fully fund the
development. There was no financial impact on the Group in the current financial year from this agreement.
vii. No balances with related parties were written off or forgiven in the period.
17. SHARE CAPITAL
15 MONTHS
ENDED
31 MARCH
2021
12 MONTHS
ENDED
31 DECEMBER
2019
SHARES 000SHARES 000
Balance at beginning of financial period
2,151,7971,901,797
Shares issued
18,869,411250,000
Balance at end of financial period
21,021,2092,151,797
Fully paid ordinary shares
At the shareholders’ meeting held on 11 June 2020, shareholders approved the issue of $8m of new equity for cash
at a price of $0.001 per share to finance the acquisition of the aged care facilities from the Brankin Family Interest
Trust and to provide working capital. This equated to an additional 8 billion shares issued. A further 6 billion shares
were issued to equity subscribers to assist with the purchase of the aged care facilities at a price of $0.001 per share,
equating to a value of $6m.
Also approved on 11 June was a Share Purchase Plan (SPP) enabling existing shareholders on 03 March 2021 to invest
up to $15,000 each in new equity at a price of $0.001 per share, subject to a maximum issue of 5 billion shares. As at 31
March 2021, SPP Funds of $1.701m had been received resulting in the issue of 1.7 billion shares.
In December 2020, a further 750 million shares were issued at a price of $0.001 per share to provide additional capital
with another 250 million shares issued in March 2021.
On 24 March 2021 at a special meeting of shareholders it was resolved:
• 1,557,683,100 Shares be issued at a price of $0.001 per share to the Brankin Family Interest Trust to capitalise a
loan.
• 300,000,000 Shares be issued at a price of $0.001 to the Brankin Family Interest Trust to raise additional capital.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the 15 months ended 31 March 2021
• 92,683,333 Shares be issued at a price of $0.001 to the Directors to capitalise part of the unpaid Directors’ fees.
• Capitalisation of Brankin loan within the Creep Limit, $0.218m at a price of $0.001
To summarise, the opening balance of share capital for the period was $58.5m, a further $18.9m of shares were issued
during the period, with associated costs of $0.335m. This results in a closing share capital balance of $77.1m.
Unpaid ordinary shares – treasury shares
The Group previously operated an Employee Share Ownership Scheme for eligible staff, being employees or
contractors, to purchase shares. There were nil unpaid shares (2019: 16,595,856) available for issue at balance date
as part of the Employee Share Scheme as the scheme and all unpaid shares were cancelled in February 2020. The
unallocated and unpaid ordinary shares were previously held by Promisia Trustee Limited.
18. EARNINGS PER SHARE
15 MONTHS
ENDED
31 MARCH
2021
12 MONTHS
ENDED
31 DECEMBER
2019
$000$000
Net Gain/(Loss) from continuing operations
26 (294)
CENTS
PER SHARE
CENTS
PER SHARE
Basic and diluted earnings per share
0.00037 (0.01514)
NUMBER OF
SHARES
000’S
NUMBER OF
SHARES
000’S
Weighted average number of shares for basic and diluted EPS
7,077,5551,941,523
The calculation of basic earnings per share is based on the loss from continuing operations attributable to ordinary
shareholders and the weighted average of total ordinary shares on issue during the year. The calculation of diluted
earnings per share is the same calculation as basic earnings per share as there were no share options to be exercised
(2019: nil).
19. FINANCIAL INSTRUMENTS
The financial instruments consist of cash and cash equivalents, trade and other receivables, trade and other payables,
occupancy advances, loans, and lease liabilities.
Credit risk management
Credit risk is the risk of 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,
and trade and other receivables. The maximum credit risk at 31 March 2021 is the fair value of these assets. The Group
does not require collateral from its debtors.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the 15 months ended 31 March 2021
4445
ANNUAL REPORT 2021PROMISIA HEALTHCARE LIMITED

The Directors consider the Group’s exposure to any concentration of credit risk to be minimal, given that (typically):
• The occupation of a retirement unit does not occur until a deposit has been received from the incoming resident.
• Care fees are payable monthly in advance from residents.
• Care fees not due from residents are paid by government agencies.
The total credit risk to the Group at 31 March 2021 was $1,743k (2019: $0.034m) and there were no material overdue
debtors at 31 March 2021 (2019: $nil).
Interest-rate risk
The interest rates applicable to the bank loans are a mixture of fixed and variable and are reviewed at maturity of each
fixed term loan. There is $9.5m of bank debt that is floating interest rate. A 1% increase in interest rates would cost the
Group an additional $0.095m in interest expense annually.
Liquidity risk
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due without
incurring unacceptable losses or risking reputational damage. The Group manages liquidity to ensure it has sufficient
liquidity to meet its liabilities when they fall due..
The Group manages liquidity risk on occupancy advances through the contractual requirements in the occupancy
rights agreement. Following a termination of the agreement, the occupancy advance is repaid on receipt of the new
occupancy advance from the incoming resident.
Ultimate responsibility for liquidity risk management rests with the Directors, who have built an appropriate liquidity
risk management framework for the management of the Group’s short, medium, and long-term funding.
The group manages liquidity risk by maintaining adequate reserves, banking facilities, and reserve borrowing facilities,
and by regularly monitoring forecast and actual cash flows and maturity profiles of financial assets and liabilities.
Maturity profile
The following table details the exposure to liquidity risk (including contractual interest obligations for bank loans and
other loans).
CONTRACTUAL MATURITY DATES
20212019
CURRENTNON-CURRENTCURRENT
NON
CURRENT
Less
Than
1 Year
1-2
Years
2-4
Years
5+
YearsTOTAL
Within 6
Months
6-12
Months
Greater
Than
1 YearTOTAL
$000$000$000$000$000$000$000$000$000
Financial Liabilities:
Payables and accruals
1,083 - - - 1,083 565 - - 565
Bank loans (secured)
677 692 10,933 420 12,722 - - - -
Other loans
172 73 5,146 720 6,111 57 - 798 855
Interest obligations
1,101 1,097 1,329 436 3,963 - - - -
Occupancy advances
2,406 2,406 4,662 1,058 10,533 - - - -
Lease liabilities
479 509 1,112 7,940 10,040 - - - -
5,918 4,777 23,182 10,574 44,452 622 - 798 1,420
Occupancy advance repayment figures above have been calculated based on average occupancy years formulated by
the valuer in determining investment property fair values at 31 March 2021.
The Group renews its facilities annually to ensure an appropriate portion matures on a regular basis.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the 15 months ended 31 March 2021
Market risk
The Group is primarily exposed to interest rate risk.
Based on the level of interest-bearing variable rate debt the Group’s profit and total comprehensive income would
decrease/increase by $0.064m from an increase/decrease in the interest rate by 50 basis points.
Foreign currency risk
The overseas subsidiaries of the Group have minimal to no activity, and it is expected that these entities will be
deregistered within the next 12 months.
Capital management
The Group’s capital includes share capital, reserves and retained earnings. The objective of the Group’s capital
management is to ensure a strong credit rating to support business growth and maximise shareholder value
The Group’s capital is managed at parent company level. The Group is subject to capital requirements imposed by
its lenders through covenants agreed as part of the lending facility arrangements. The Group has met all externally
imposed capital requirements for the period ending 31 March 2021.
20. AUDIT
The financial statements for the 15 months ending 31 March 2021 have been audited. The comparative period for 31
December 2019 has been audited.
Audit fees of $50,000 (2019 $25,000) are provided for the audit of the 2021 financial statements only. A one-off
interim audit to 30 October 2020 with fees of $32,960 was undertaken during the year to assist with the purchase
treatment of the aged care assets. There were no other fees paid to the Auditor.
21. OPERATING SEGMENTS
The Group acquired and will be operating several rest homes and retirement villages. These facilities all provide a
similar product to a similar customer in the same regulatory environment.
The group operates in one operating segment being the provision of aged care in New Zealand. The chief operating
decision maker, the Board of Directors, reviews the operating results on a regular basis and makes decisions on
resource allocation based on the review of Group results and cash flows.
Therefore, it is appropriate to report solely on the Group performance.
During the period reporting period the Group has transitioned from developing and marketing research based natural
dietary supplements to the ownership and operation of retirement villages, rest homes, and hospitals for the elderly
within New Zealand. Assets and liabilities at the end of the period relate to the aged care business activity.
22. CAPITAL COMMITMENTS
There is a signed option to purchase Aldwins House at an agreed price of $10m plus an amount equal to the unpaid
balance of the loan amount provided by the landlord for the fit-out (up to a maximum of $1m). The option must be
exercised by 1 August 2021.
Fit out of Aldwins House has exceeded $1m and will require additional funding from the Group to complete. $1.6m has
been capitalised to 31 March 2021 and it is expected a further $0.4m is required for completion.
If the option to purchase Aldwins House is exercised, the unpaid balance of the loan from the landlord becomes
immediately payable. This would increase the cost of acquisition to $10m plus the balance of the landlord’s loan.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the 15 months ended 31 March 2021
4647
ANNUAL REPORT 2021PROMISIA HEALTHCARE LIMITED

The Group has entered into a fixed price agreement for the development land surrounding the Ranfurly Residential
Care Centre. The agreement provides a period of seven years for the development of ten internal units, two 1-bedroom
villas and thirty 2-bedroom villas to be completed at a fixed price of $14.18m to be paid from the ORA sale proceeds
from individual units.
23. CONTINGENT LIABILITIES
There are no contingent liabilities at the reporting date. (2019: $nil).
24. RECONCILIATION OF NET PROFIT AFTER TAX WITH NET CASH FLOW FROM
OPERATING ACTIVITIES
15 MONTHS
ENDED
31 MARCH
2021
12 MONTHS
ENDED
31 DECEMBER
2019
$000$000
Net gain/(loss) from continuing operations
26 (294)
Adjusted for:
Movements in balance-sheet items
Occupancy advances
1,156 -
Trade and other payables
1,979 294
Trade and other receivables
(1,927) 51
Inventories
- 48
Income Tax
478 -
Non-cash items:
Depreciation and amortisation
99 11
Depreciation of right-of-use-assets
278 -
Deferred tax
(303) -
Fair-value movement of investment properties
(1,250) -
Impairment of debtors & inventory
- 1,114
Loss on sale plant & equipment
- 15
Discontinued operations net of tax
30 (2,107)
Net operating cash flows
566 (868)
25. SUBSIDIARY COMPANIES
The subsidiaries (controlled entities) held by the parent company were as follows:
PRINCIPAL
ACTIVITIES
COUNTRY OF
INCORPORATION
31 MARCH
2021
INTEREST
HELD BY
PARENT (%)
31 DECEMBER
2019
INTEREST
HELD BY
PARENT (%)
Eileen Mary Age Care Limited Rest home operation New Zealand
100 -
Eileen Mary Age Care Property Limited Village ownership New Zealand
100 -
Ranfurly Manor Limited Rest home operation New Zealand
100 -
Ranfurly Manor No: 1 Limited Village ownership New Zealand
100 -
Nelson Street Rest Home Limited Rest home operation New Zealand
100 -
Aldwins House Limited Rest home operation New Zealand
100 -
Aged Care Holdings Limited Holding company New Zealand
100 -
Promisia Limited Inactive New Zealand
100 100
Benefit Arthritis Limited Inactive New Zealand
100 100
Promisia Trustee Limited Trustee New Zealand
100 100
Promisia Australia Pty Limited Inactive Australia
100 100
Promisia (USA) LLC Inactive United States
100 100
26. KEY MANAGEMENT PERSONNEL COMPENSATION
The compensation of the directors and executives, being the key management personnel of the Company, is set out
below.
15 MONTHS
ENDED
31 MARCH
2021
12 MONTHS
ENDED
31 DECEMBER
2019
$000$000
Salaries and short term employee benefits including
termination benefits
359 283
27. SUBSEQUENT EVENTS
There are no other matters or circumstances since the end of the reporting period that have significantly or may
significantly affect the Group’s operations.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the 15 months ended 31 March 2021
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the 15 months ended 31 March 2021
4849
ANNUAL REPORT 2021PROMISIA HEALTHCARE LIMITED

Promisia Healthcare Limited
Independent auditor’s report to the Shareholders
Report on the Audit of the Consolidated Financial
Statements
Opinion

We have audited the consolidated financial statements Promisia Healthcare Limited
(previously Promisia Integrative Limited) and its subsidiaries (the Group), which comprise
the consolidated Balance Sheet as at 31 March 2021, and the consolidated statement of
comprehensive income, consolidated statement of changes in equity and consolidated
statement of cash flows for the 15 months then ended, and notes to the consolidated
financial statements, including a summary of significant accounting policies.

In our opinion the accompanying consolidated financial statements give a true and fair
view of the consolidated financial position of the Group as at 31 March 2021, and of its
consolidated financial performance and its consolidated cash flows for the fifteen months
then ended in accordance with New Zealand equivalents to International Financial
Reporting Standards (NZ IFRS) and International Financial Reporting Standards.
Basis for Opinion

We conducted our audit in accordance with International Standards on Auditing (New
Zealand) (ISAs (NZ)). Our responsibilities under those standards are further described in
the Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements
section of our report. We are independent of the Group in accordance with Professional
and Ethical Standard 1 (Revised) Code of Ethics for Assurance Practitioners issued by the
New Zealand Auditing and Assurance Standards Board and the International Ethics
Standards Board for Accountants’ Code of Ethics for Professional Accountants (IESBA
Code), and we have fulfilled our other ethical responsibilities in accordance with these
requirements and the IESBA Code. We believe that the audit evidence we have obtained
is sufficient and appropriate to provide a basis for our opinion.

Other than in our capacity as auditor we have no relationship with, or interests in, Promisia
Healthcare Limited or any of its subsidiaries.

Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most
significance in our audit of the consolidated financial statements of the current period.
These matters were addressed in the context of our audit of the consolidated fin ancial
statements as a whole, and in forming our opinion thereon, and we do not provide a
separate opinion on these matters.






ACQUISITION OF AGED CARE FACILITIES
Area of focus - Refer also to Notes 1 & 2 How our audit addressed it
On 30 October 2020 the Group completed
the purchase of three aged care facilities
for $31.4m. This has been accounted for
by the Pooling of Interests Method with
effect from 30 October 2020.
Our audit procedures included:
— Reviewing and analysing the contracts underlying the
transaction
— Analysing the Group’s treatment of the acquisition as a
Pooling of Interest Method
— Completing substantive audit procedures over the
transaction ensuring all balances were appropriately
transferred at book value from the businesses acquired
— Ensure appropriate disclosure has been included in the
financial statements
INVESTMENT PROPERTY
Area of focus - Refer also to Notes 4 & 5 How our audit addressed it
The Group has acquired significant
Investment Property of $40.7m which has
been recorded at fair value at 31 March
2021.
The valuation of the Group’s retirement
village portfolio is inherently subjective and
is based on unobservable inputs. A small
variation of certain assumptions could
result in a material adjustment to the
carrying values.
The property valuations were performed by
an independent third party and registered
valuer, CBRE Limited. The valuer is well
known with extensive experience in the
sector in which the Group operates.


Our audit procedures included:
— We reviewed the independent valuations reports and
tested their calculations to ensure that the valuation
methodology was in compliance with relevant accounting
standards
— Holding separate discussions with the Directors to gain
an understanding of the assumptions applied and
estimates used
— Engaging an independent third-party expert to review the
valuation methodologies and the key assumptions
— We completed a benchmark analysis on other valuations
reported in the sector the Group operates
— We assessed the Valuers qualifications, expertise and
their objectivity, and we found no evidence to suggest
that was impaired
— We considered the impact of COVID-19 on the valuation
and current market conditions in the residential real
estate market
— Ensuring appropriate disclosure has been 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 consolidation
financial statements and the audit report. Our opinion on the consolidated financial statements does not
cover the other information and we do not express any form of audit opinion or assurance conclusion
thereon.


Promisia Healthcare Limited
Independent auditor’s report to the Shareholders
Report on the Audit of the Consolidated Financial
Statements
Opinion

We have audited the consolidated financial statements Promisia Healthcare Limited
(previously Promisia Integrative Limited) and its subsidiaries (the Group), which comprise
the consolidated Balance Sheet as at 31 March 2021, and the consolidated statement of
comprehensive income, consolidated statement of changes in equity and consolidated
statement of cash flows for the 15 months then ended, and notes to the consolidated
financial statements, including a summary of significant accounting policies.

In our opinion the accompanying consolidated financial statements give a true and fair
view of the consolidated financial position of the Group as at 31 March 2021, and of its
consolidated financial performance and its consolidated cash flows for the fifteen months
then ended in accordance with New Zealand equivalents to International Financial
Reporting Standards (NZ IFRS) and International Financial Reporting Standards.
Basis for Opinion

We conducted our audit in accordance with International Standards on Auditing (New
Zealand) (ISAs (NZ)). Our responsibilities under those standards are further described in
the Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements
section of our report. We are independent of the Group in accordance with Professional
and Ethical Standard 1 (Revised) Code of Ethics for Assurance Practitioners issued by the
New Zealand Auditing and Assurance Standards Board and the International Ethics
Standards Board for Accountants’ Code of Ethics for Professional Accountants (IESBA
Code), and we have fulfilled our other ethical responsibilities in accordance with these
requirements and the IESBA Code. We believe that the audit evidence we have obtained
is sufficient and appropriate to provide a basis for our opinion.

Other than in our capacity as auditor we have no relationship with, or interests in, Promisia
Healthcare Limited or any of its subsidiaries.

Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most
significance in our audit of the consolidated financial statements of the current period.
These matters were addressed in the context of our audit of the consolidated financial
statements as a whole, and in forming our opinion thereon, and we do not provide a
separate opinion on these matters.


5051
ANNUAL REPORT 2021PROMISIA HEALTHCARE LIMITED

CORPORATE GOVERNANCE
GOVERNANCE
Strong governance is fundamental to the performance of Promisia Healthcare Limited and Promisia’s Board is
ultimately responsible for ensuring that the Company and its subsidiaries maintain high ethical standards and
corporate governance practices.
Promisia is committed to enhancing investor confidence through good corporate governance practice and
accountability in accordance with the Promisia Group Corporate Governance Code – refer to www.promisia.co.nz
for the full document.
For the 15 months ended 31 March 2021 (FY21), the Board believes that Promisia’s corporate governance practices
are appropriately aligned with the NZX Code. Any exceptions are identified where appropriate under Principles 1 to 8
below.
The key corporate governance documents referred to in this report are available on Promisia’s website
www.promisia.co.nz.
PRINCIPLE 1: CODE OF ETHICAL BEHAVIOUR
“Directors should set high standards of ethical behaviour, model this behaviour and hold management
accountable for these standards being followed throughout the organisation.”
Promisia maintains high standards of ethical behaviour and has a Code of Conduct (Appendix B in Promisia’s
Corporate Governance Code) by which the directors, employees, contractors for personal services and advisers of
Promisia are expected to conduct their professional lives.
General principles within the Code of Conduct and Group Corporate Governance Code include (but are not limited to)
requiring all directors and employees to:
• Act honestly and with personal integrity in all actions;
• In the case of directors, give proper attention to the matters before them and exercise their powers and duties with
a due degree of care and diligence;
• Not make improper use of information acquired as a Director or employee, or of assets or resources of the
Company;
• Comply with Company Codes at all times.
Processes are being put in place to ensure that all employees are aware of and understand these Codes. A review of
the Code of Ethics was completed in May 2021.
Promisia encourages employees to speak out if they have concerns. The avenues for doing so are detailed in the
company’s Protected Disclosures (Whistleblowers) Policy.
Promisia also has a Securities Trading Policy, with additional trading restrictions applying to directors and senior
managers. There have been no dealings in the companies securities other than as disclosed in notes 16 and 17.
Details of matters entered into the Interests Register by individual directors during FY20/21 are outlined on pages 61
of this report.
PRINCIPLE 2: BOARD COMPOSITION & PERFORMANCE
“To ensure an effective Board, there should be a balance of independence, skills, knowledge, experience and
perspectives.”
Promisia’s Corporate Governance Code sets out the roles and responsibilities of the Board (and clearly distinguishes
and discloses the respective roles and responsibilities of the Board and management). The focus of the Board is the
creation of company and shareholder value and ensuring that the Company is committed to best practice.
A key responsibility of the Board is to formulate the Company’s strategic direction. In addition, the Board has oversight
of the financial and operational controls of the business including its risk management policies and strategies.




In connection with our audit of the consolidated financial statements, our 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 our knowledge obtained in the audit or otherwise appears to be
materially misstated. If, based on the work we have performed, we conclude that there is a material
misstatement of this other information, we are required to report that fact. We have nothing to report in this
regard.
Directors’ Responsibilities

The directors are responsible on behalf of the entity for the preparation of consolidated financial statements
that give a true and fair view in accordance with New Zealand equivalents to International Financial
Reporting Standards, 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 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

Our objectives are 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 our 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 our responsibilities for the audit of these financial statements is located at the
External Reporting Board (XRB) website at:

https://www.xrb.govt.nz/standards-for-assurance-practitioners/auditors-responsibilities/audit-report-1/

This description forms part of our independent auditor’s report.

The engagement director on the audit resulting in this independent auditor’s report is Darren Wright.
Restriction on Distribution and Use

This report is made solely to the Company’s shareholders, as a body. Our audit work has been undertaken
so that we might state to the Company’s shareholders those matters which we are required to state to them
in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or
assume responsibility to anyone other than the Company and the Company’s shareholders, as a body, for
our audit work, for this report or for the opinions we have formed.



William Buck Audit (NZ) Limited
Auckland

22 June 2021
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ANNUAL REPORT 2021PROMISIA HEALTHCARE LIMITED

CORPORATE GOVERNANCE
The Board also has responsibility for fostering corporate culture, the appointment and remuneration of its senior
executives, the adoption of corporate policies and plans and the approval of major transactions.
Board composition
As at 31 March 2021, the Board was comprised of three independent directors and one non-independent Executive
Director. Their selection has been based on the value they bring to the Board table including their skills, commercial
experience, strategic thinking and general business acumen.
In order for a director to be independent, the Board has determined that he or she must not be an executive of
Promisia Healthcare Limited and must have no disqualifying relationship. The Board follows the guidelines of the
NZX Listing Rules. The Chairman is an Independent Director who is elected by the directors. The Chairman and the
Executive Director are different people.
As at 31 March 2021, Board members were:
• Stephen Underwood, Independent Chairman
• Duncan Priest, Independent Director
• Thomas Brankin, Non-Independent Executive Director (Thomas Brankin and associated interests hold a 51.3%
shareholding in Promisia Healthcare Limited)
• Helen Down, Independent Director
Details of each Director, along with their experience, length of service, independence and ownership interests
and attendance at Board meetings are included in this Annual Report. Director profiles are also available on the
Company’s website.
The nomination process for new Director appointments is the responsibility of the Board as a whole. The Board may
engage consultants to assist in the identification, recruitment, and appointment of suitable candidates.
Newly elected directors are expected to familiarise themselves with their obligations under the constitution, Board
Charter and the NZX Listing Rules. Training is also provided to new and existing directors where required to enable
directors to understand their obligations.
In accordance with the NZX Listing Rules, directors will retire and may stand for re-election by shareholders at least
every three years. A Director appointed since the previous Annual Meeting holds office only until the next Annual
Shareholders’ Meeting but is eligible for re-election at that meeting.
The Board asks for Director nominations each year prior to the Annual Shareholders’ Meeting, in accordance with the
constitution of the Company and the NZX Listing Rules.
The Company encourages all directors to undertake appropriate training and education so that they may best perform
their duties. This includes attending presentations on changes in governance, legal and regulatory frameworks;
attending technical and professional development courses; and attending presentations from industry experts and
key advisers.
The performance of the Board is reviewed periodically to assess the performance of each Director, each Committee
and the Board as a whole. The most recent evaluation of Board performance was undertaken in June 2021. The Chair
of the Board also regularly engages with individual directors to evaluate and discuss performance and professional
development.
Diversity
Promisia is committed to bringing diversity to life in its employment practices and across all aspects of the business.
The Board and Company believe in providing equality of opportunity in employment, irrespective of age, ethnic or
national origin, gender, sexual orientation, family circumstances, disability, religious or ethical belief, or economic
background.
The Company has recently finalised a Diversity and Inclusion Policy which outlines Promisia’s approach towards
diversity.
For the 15 months ended 31 March 2021, the Board is comfortable that Promisia’s employment practices and HR
processes and practices were in line with the intent of its Diversity and Inclusion Policy.
The Officers of the Company (as defined by the NZX Listing Rules) are the CEO and specific direct reports of the CEO
having key functional responsibility. As at 31 March 2021, females represented 25% of directors. The Company did not
have any Officers as at 31 March 2021. Promisia has 228 employees of which 10% are male and 90% are female.
As at 31 March FY20/21 MaleFY20/21 FemaleFY19 MaleFY19 Female
Directors, including the
Executive Director
3131
Officers
0010
PRINCIPLE 3: BOARD COMMITTEES
“The Board should use Committees where this will enhance its effectiveness in key areas, while still retaining
Board responsibility.”
Given the size of Promisia’s business, the Board as a whole has responsibility for matters relating to the nomination
and appointment of directors and remuneration matters.
The Board has established an Audit and Risk Management Committee to assist the Board in carrying out its
responsibilities under the Companies Act 1993 as it concerns accounting practices, policies and controls relative
to the Company’s financial position and to make appropriate enquiry into any audit of the Company’s financial
statements. This responsibility includes providing the Board with additional assurance about the quality and reliability
of any financial information issued publicly by the Company from time to time.
Audit and Risk Management Committee
Members: Duncan Priest (Chair), Stephen Underwood, Helen Down
Promisia’s Audit and Risk Management Committee is comprised solely of directors of the Company, with the majority
of members being independent directors. There are three members in the Audit and Risk Management Committee
and two of these have an accounting or financial background. The Committee’s chair is not the Chair of the Board.
The Committee has terms of reference (Charter), which is reviewed and approved by the Board. This is available on
the Company’s website. The Charter was last reviewed in May 2021.
Directors who are not members of the Audit and Risk Committee are able to attend Audit and Risk Committee
meetings as they wish. Employees may only attend those meetings at the invitation of the Audit and Risk Committee.
Ultimately the Board as a whole is responsible for the accuracy and relevance of the Company’s financial statements.
The Audit Committee provides additional and more specialised oversight. The Audit Committee also reviews the
operation of internal controls together with the quality and cost of the external audit undertaken by the Company’s
auditors.
Other Committees
The Board establishes other Committees as required. In the case of a takeover offer, Promisia will form an Independent
Takeover Committee to oversee disclosure and response and engage expert legal and financial advisors to provide
advice on procedure.
Director Meeting Attendance
The Board meets as often as it deems appropriate including sessions to consider the strategic direction of Promisia
and forward-looking business plans. Video and/or phone conferences are also used as required.
CORPORATE GOVERNANCE
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ANNUAL REPORT 2021PROMISIA HEALTHCARE LIMITED

The table below sets out Director attendance at Board and Committee meetings during FY20/21. In addition to the
scheduled Board Meetings, the Board held numerous additional virtual meetings and calls during the year in response
to COVID-19 or the transaction process.
BoardAudit and Risk Management
Committee
Total number of meetings held
41
Stephen Underwood
41
Duncan Priest
41
Helen Wood
21
Tom Brankin
41

PRINCIPLE 4: REPORTING & DISCLOSURE
“The Board should demand integrity in financial and non-financial reporting, and in the timeliness and
balance of corporate disclosures.”
The Board focuses on providing accurate, adequate and timely information both to its shareholders and to the market
generally. This enables all investors to make informed decisions about the Company. All significant announcements
made to NZX, and reports issued, are posted on the Company’s website.
The Company has procedures in place to ensure that it complies with its continuous disclosure requirements under
the NZX Listing Rules, and in particular so that:
• All investors have equal and timely access to material information concerning the Company, including its financial
situation, performance, ownership and governance.
• Company announcements are factual and presented in a clear and balanced form.
• Accountability for compliance with disclosure obligations is with the Chairman and the Chief Executive Officer.
• Significant market announcements, including the preliminary announcement of the half year and full year results,
the accounts for those periods and any advice of a change in earnings forecast are approved by the Board.
Promisia’s Continuous Disclosure Policy governs the release to the market of all material information that may affect
the value of the Company.
Copies of the key governance documents, including the Continuous Disclosure Policy, Code of Conduct, Securities
Trading Policy and Board and Committee Charters are available on the Company’s website.
Financial Reporting
The Board is responsible for ensuring that the financial statements give a true and fair view of the financial position
of Promisia and have been prepared using appropriate accounting policies, consistently applied and supported by
reasonable judgements, estimates and for ensuring all relevant financial reporting and accounting standards have
been followed.
The Board’s Audit and Risk Management Committee oversees the quality and integrity of external financial reporting,
including the accuracy, completeness, balance and timeliness of financial statements. It reviews Promisia’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.
All matters required to be addressed, and for which the Committee has responsibility, were addressed during the
reporting period.
CORPORATE GOVERNANCE
For the 15 months ended 31 March 2021, the directors believe that proper accounting records have been kept which
enable, with reasonable accuracy, the determination of the financial position of Promisia and facilitate compliance with
the Financial Markets Conduct Act 1993.
The Executive Director has confirmed in writing to the Board that Promisia’s external financial reports present a true
and fair view in all material aspects. Promisia’s full and half year financial statements are available on the Company’s
website.
Non-financial Reporting
Given Promisia’s size, the Board has elected not to adopt a formal environmental, social and governance framework.
Promisia discusses its strategic objectives and its progress against these in the Chair and CEO’s commentary in
shareholder reports, and at other investor events during the year including investor presentations and the Annual
Shareholders’ Meeting. Promisia is committed to using its resources responsibly and will look for opportunities to
reduce any negative environmental risk or impact from business operations, products and services. The Board will
encourage diversity and will not knowingly participate in business situations where Promisia could be complicit in
human rights and labour standard abuses.
PRINCIPLE 5: REMUNERATION
“The remuneration of directors and Executives should be transparent, fair and reasonable.”
Shareholders fix the total remuneration available for directors. Approval is sought for any increase in the pool available
to pay directors’ fees, and any recommendations to shareholders regarding Director remuneration are provided for
approval in a transparent manner. Board policy is that no sum is paid to a director upon retirement or cessation of
office.
External advice is sought on a regular basis to ensure remuneration is benchmarked to the market for senior
management positions, directors and Board positions. The last review of Director remuneration was undertaken in
May 2020.
The Company has a Remuneration Policy which outlines the processes and framework for remuneration of company
employees.
Details of director remuneration is detailed below. Executive remuneration, including entitlements, is set out on pages
58 and 62 of the Annual Report.
Remuneration of directors
The amount payable currently to each non-executive director is $25,000 per annum (other than the Chairman).
The Chairman is paid $75,000 per annum. The Executive Director receives $50,000 per annum. The Company’s
remuneration policy is in line with best practice guidelines from the New Zealand Institute of Directors.
At the Special Meeting on 2 March 2021, shareholders approved the issue of 62,683,333 shares at an issue price of
0.1c to selected directors in lieu of directors’ fees for the period from February 2019 to 31 October 2020.
Remuneration of Executives and Employees
Executive remuneration consists of a salary (including Kiwisaver contributions from the business) with the ability to
participate in share options being granted from time to time as an additional incentive. The review and approval of
the CEO’s remuneration is the responsibility of the Board. The previous CEO’s remuneration comprised a fixed base
salary, and a long term incentive, being participation in the Group’s Staff Share Scheme.
CORPORATE GOVERNANCE
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ANNUAL REPORT 2021PROMISIA HEALTHCARE LIMITED

Mr Rene de Wit resigned as CEO, effective from 9 December 2020. His remuneration until this date, can be
summarised as follows:
SalaryBenefitsTotal Remuneration
FY21175,4225,263180,685
FY19200,0006,000206,000
Tom Brankin assumed the role of Executive Director from 9 December 2020. Tom Brankin received no remuneration
other than directors fees.
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.”
Promisia is committed to proactively managing risk. While this is the responsibility of the whole Board, the Audit and
Risk Management Committee assists the Board and provides additional oversight in regards to the risk management
framework and monitoring compliance with that framework.
The Board delegates day to date management of the risk to the Chief Executive. The executive team and senior
management are required to identify regularly the major risks affecting the business and develop structures, practices
and processes to manage and monitor these risks. Individual risks are discussed with the Board in detail as required.
Key financial risks are set out on pages 45 to 47 of the financial statements. Non-financial risks have been summarised
as:
• The loss of government funding - The facilities receive residential care subsidy funding from the local DHBs which
may be subject to change. Any loss in aged care facility funding will have a material adverse effect on financial
performance.
• Changes to legislation – Aged care providers need to meet standards set by the Health and Disability Services
Standards (HDSS) and all facilities that provide independent living also need to comply with the Retirement
Villages Act 2003. Significant changes to certification standards and requirements of retirement village operators
may create additional obligations and costs on aged care operators. Any such additional obligations and cost may
have a material adverse effect on financial performance.
• Labour availability, cost and turnover - aged care facilities rely on the staffing of care and non-care positions.
These positions are paid at the lower end of pay scales, primarily due to underfunding by the DHBs. Labour
availability and cost makes attracting staff to the aged care sector difficult.
• The Aldwins property attracting sufficient residents to reach occupancy rates that will allow Promisia to at least
cover the cost of operating the Aldwins facility.
The Board is satisfied that Promisia has in place a risk management process to identify, manage effectively and
monitor Promisia’s principal risks. Promisia maintains insurance policies that it considers adequate to meet its
insurable risks.
Health and Safety
The Board recognises that effective management of health and safety is essential for the operation of a successful
business, and its intent is to prevent harm and promote wellbeing for employees, contractors and customers. The
Board is responsible for ensuring that the systems used to identify and manage health and safety risks are fit for
purpose, being implemented effectively, reviewed regularly and improved continuously.
Health and Safety reports, including incident reports, for all business units are included in the compliance section
of Board papers. There were no reportable incidents in the five months following the acquisition of the aged care
businesses.
CORPORATE GOVERNANCE
PRINCIPLE 7: AUDITORS
“The Board should ensure the quality and independence of the external audit process.”
External Auditors
The Board’s relationship with its external auditors is governed by the Audit and Risk Management Committee Charter
and ensures that audit independence is maintained, both in fact and appearance, such that Promisia’s external
financial reporting is viewed as being reliable and credible.
It is the responsibility of the Audit and Risk Committee to maintain free and open communication between the
directors and external auditors and to approve any non-audit engagements performed by the audit firm.
For FY20/21, William Buck New Zealand was the external auditor for Promisia Healthcare Limited. William Buck was
first appointed as auditor on 31 May 2019 and was re-appointed under the Companies Act 1993 at the May 2020
Annual Shareholders’ Meeting.
All audit work at Promisia is separated from non-audit services, to ensure that appropriate independence is
maintained. William Buck provided only audit work in FY20/21. The amount of fees paid to William Buck during
FY20/21 are identified on page 47.
William Buck has provided the Audit and Risk Management Committee with written confirmation that, in its view, it
was able to operate independently during the year.
William Buck is available to attend each Annual Meeting of the Company, and the Audit Director is available to answer
questions from shareholders at that Meeting. William Buck did not attend the May 2020 Annual Meeting due to
Covid-19 restrictions.
Promisia has several internal controls overseen by the Audit and Risk Management Committee, including controls for
computerised information system, security, business continuity management, insurance, health and safety, conflicts
of interest, and prevention and identification of fraud. Promisia does not have a dedicated Internal Auditor role.
PRINCIPLE 8: SHAREHOLDER RIGHTS & RELATIONS
“The Board should respect the rights of shareholders and foster constructive relationships with shareholders
that encourage them to engage with the issuer.”
Promisia is committed to ensuring that its shareholders are kept up to date with key activities and are provided with
relevant information about the Company and its performance.
The Company communicates with shareholders during the financial year through annual and half year reports and at
the Annual Shareholders Meeting (ASM). Given the COVID-19 environment, the Board took the prudent step to hold
the May 2020 ASM online only. The ASM was streamed live and was accessible worldwide.
Promisia maintains an investor relations section on the company’s website. This provides access to key corporate
governance documents, copies of all major announcements, company reports and presentations. Written
communications and reports are available on the Company’s website, as well as emailed to shareholders that
elect to be emailed. NZX announcements are also available on the NZX website www.nzx.com/companies/PHL/
announcements.
In accordance with the NZX Listing Rules, shareholders have the right to vote on major decisions which may change
the nature of the Company. Each shareholder has one vote per share and voting is conducted by polls.
The notice of the Annual Shareholders Meeting is announced on the NZX and sent to shareholders at least 20 working
days prior to the meeting each year. In 2020, 10 working days’ notice was provided, due to disruptions caused by
Covid-19 and the transaction.
All shareholders are given the option to elect to receive electronic communications from the Company.
CORPORATE GOVERNANCE
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ANNUAL REPORT 2021PROMISIA HEALTHCARE LIMITED

In addition to shareholders, Promisia has a wide range of stakeholders and maintains open channels of communication
for all audiences, including brokers, the investing community and the New Zealand Shareholders’ Association, as well
as its staff, suppliers and customers.
Variance to NZX Corporate Governance Code
NZX Code PrincipleNZX Code
Recommendation
Key DifferenceStatus
3. Board Committees 3.3 An Issuer should have a
Remuneration Committee
PHL does not have a
Remuneration Committee
Remuneration is a matter for
the whole of the Board
3.4 An issuer should have a
Nomination Committee
PHL does not have a
Nomination Committee
Nomination of directors is a
matter for the whole of the
Board
4. Reporting and Disclosure4.3 Non-financial
disclosures including
environmental, economic
and social sustainability
risks
PHL does not have a formal
sustainability programme
An ESG programme will be
assessed in FY22
5. Remuneration5.2 Remuneration policy for
remuneration of directors
and officers
PHL does not have a
Remuneration Policy
Policy will be prepared in
FY22
8. Shareholder Rights and
Relations
8.5 Notice of Meeting to be
provided at least 20 working
days prior to meeting
The May 2020 Notice of
Meeting was provided 10
days prior to the Meeting
The notice period was
affected by the Covid-19
lockdown
CORPORATE GOVERNANCE
Section 140(1) of the New Zealand Companies Act 1993 requires a director of a company to disclose certain interests.
Under subsection (2) a director can make disclosure by giving a general notice in writing to the company of a position
held by a director in another named company or entity. The following particulars were entered in the Company’s
Interests Register for the year ended 31 March 2021:
Directors Interests
DirectorCompany/EntityNature of Interest
Stephen UnderwoodPromisia Healthcare Limited and subsidiariesShareholder and Director
(Chairman)Central Securities LtdShareholder and Director
Central Nominees LtdShareholder and Director
Insolvency Associates LtdShareholder and Director
Normandy Holdings LtdShareholder and Director
Panama Direct LtdShareholder and Director
Raurimu Nominees LtdShareholder and Director
Renouf Corporation LtdShareholder and Director
Tuff Lite LtdShareholder and Director
Tom BrankinPromisia Healthcare Limited and subsidiariesShareholder and Director
(Executive Director)iAgri LtdShareholder and Director
iAgri 2003 LtdShareholder and Director
Design Care Group LtdShareholder and Director
OTB Properties LtdShareholder and Director
Helen DownPromisia Healthcare Limited and subsidiaries Shareholder and Director
Hutt Valley chamber of CommerceChief Executive
Advisory Boards NZ LimitedShareholder and Director
Duncan PriestPromisia Healthcare Limited and subsidiariesShareholder and Director
Directors Holdings
DirectorShares Held
Stephen Underwood
115,492,227
Thomas Brankin
11,237,167,511
Helen Down
500,000
Duncan Priest
60,819,648
OTHER DISCLOSURES
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ANNUAL REPORT 2021PROMISIA HEALTHCARE LIMITED

Securities dealings
There have been no dealings in the companies securities other than as disclosed in notes 16 and 17.
Indemnity and Insurance
Promisia maintains Directors’ and Officers’ liability insurance for its Directors and Officers.
NZX Listing Rule Waivers
On 3 March 2021, the Company was granted a waiver from NZX Listing Rule 7.8.5(b) in connection with its notice of
special meeting of shareholders dated 3 March 2021 to consider resolutions approving the issue of shares, where more
than 50% of the shares to be issued were intended to be acquired by Directors or Associated Persons of Directors.
The Company was granted this waiver to the extent this rule required the Company to prepare an appraisal report to
accompany the notice of special meeting.
Credit rating
Promisia has no credit rating.
Employee remuneration
The number of employees or former employees of the company, not being directors of the company, who, during the
accounting period, received remuneration and any other benefits in their capacity as employees, the value of which
was or exceeded $100,000 per annum.
$FY21FY19
$180,001 – $190,0001
$200,001 - $210,0001
Directors Remuneration
Included on page 57 under Principle 5.
Director appointment dates
The date of each Director’s first appointment to the position of Director is provided below. Since the date of first
appointment, Directors have been re-appointed at annual meetings when retiring by rotation as required.
DirectorDate first appointedDate last re-appointed
Stephen Underwood
8 June 200531 May 2019
Tom Brankin
7 May 201331 May 2019
Helen Down
30 May 201711 June 2020
Duncan Priest
3 October 201231 May 2018
Donations
The Group made no donations during the period 1 January 2020 to 31 March 2021.
OTHER DISCLOSURES
Top 20 shareholders as at 11 June 2021
RankHolderNumber Held% Held
1Thomas David Brankin & Michael John Kirwin Lay
11,237,165,71152.83
2Te Whanganui A Tara Limited
1,700,000,0007.99
3Jillian Mary O`Brien
1,089,329,0665.12
4Donald Hamish Mackintosh
893,789,2424.2
5Public Trust Limited
515,000,0002.42
6Jarden Custodians Limited
500,000,0002.35
6Derek Montgomery Daniel & Aka Trustees Limited
500,000,0002.35
73 J`S Limited
345,245,8341.62
8Aeneas Edward O`Sullivan
265,000,0001.25
9Turk Holdings Limited
222,417,5551.05
10Ian David Penny & Alexander James Mcphail & David Kenneth Brown
200,000,0000.94
10Brian John Drake
200,000,0000.94
11Douglas John Braithwaite
129,999,9990.61
12William Noel Coughlan & Judith Wynne Coughlan
120,000,0000.56
13Stephen Underwood
115,492,2270.54
14Andrew Alan Bardsley & Jacquiline Anne Bardsley
115,000,0000.54
15George Craig Royal
113,508,8300.53
16Christchurch Treeman Limited
95,000,0000.45
17Stephen Patrick Ward & Julie Patricia Ward & James Michael Ward
74,391,0810.35
18Paul Ainsworth
67,388,8610.32
19Eoin Malcolm Miller Johnson
65,000,0000.31
20Maurice Duncan Priest
60,819,6480.29
18,624,548,05487.56
Spread of shareholders
Holding RangeNo of HoldersTotal Shares% Issued Capital
1 to 500,0001,11770,740,8630.3%
500,001 to 999,9998858,102,3410.3%
1,000,000 to 1,000,0003333,000,0000.2%
1,000,001 to 10,000,000278853,655,7684.0%
10,000,001 to 50,000,000751,455,127,5386.8%
50,000,001 to 100,000,0008538,633,5902.5%
100,000,001 to 500,000,000122,826,664,44513.3%
500,000,001 to 1,000,000,00021,408,789,2426.6%
Greater than 1,000,000,000414,026,494,77765.9%
Total1,61721,271,208,564100.0%
OTHER DISCLOSURES
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ANNUAL REPORT 2021PROMISIA HEALTHCARE LIMITED

Total shares on issue
No of HoldersTotal Shares%
Top 20
2018,624,548,05487.56
Other Investors
1,5972,646,660,51012.44
Total
1,61721,271,208,564100
Total shares on issue is 250,000 higher than at 31 March 2021 following the issue of 250,000 shares on 1 April 2021.
Substantial product holders
NameNo of Shares% Held
Date of
Disclosure
Notice
Comments
Jillian Mary O’Brien
1,088,929,0665.1231/03/21
Thomas David Brankin and
Michael John Kirwin Lay as
trustees of the Brankin Family
Interest Trust
11,237,165,71152.8331/03/21
Te Whanganui A Tara Limited
1,700,000,0007.99
No Disclosure
notice on NZX
Shares Previously held by
“The Wellington Company
Ltd” - Disclosure Notice was
provided to the NZX dates the
30/10/21
Auditors’ fees
These are detailed in note 20 to the financial statements.
OTHER DISCLOSURESDIRECTORY
Registered office and address for service
66 High Street, Leeston
Mail PO Box 66, Leeston, 7656
Mobile: +64 27 499 3387 (Stephen Underwood,
Chairman)
Email: info@promisia.co.nz
Website: http://promisia.co.nz/
Directors
Stephen Underwood, Chairman, Independent Director
Thomas Brankin, Executive Director
Duncan Priest, Independent Director
Helen Down, Independent Director
Auditor
William Buck Audit (NZ) Limited
Level 4, 21 Queen Street
Auckland 1010
Share Registrar
Link Market Services
Level 7, Zurich House
21 Queen Street
P O Box 91976
Auckland 1142
Telephone: +64 9 375 5998
Facsimile: +64 9 375 5990
Email: enquiries@linkmarketservices.co.nz
Bankers
Bank of New Zealand
124 Victoria Avenue
Whanganui, 4500
Solicitors
Duncan Cotterill
Chartered Accountants House
Level 2, 50 Customhouse Quay
Wellington 601
Financial Calendar
Half year results announced November
End of financial year 31 March
Annual results announced May
Annual report June
Enquiries
Shareholders with enquiries about transactions, change
of address or dividend payments should contact Link
Market Services on +64 9 375 5998
or by email on enquiries@linkmarketservices.co.nz
Other questions may be directed to the Company at its
registered address.
Stock Exchange
The Company’s shares trade on the New Zealand
Exchange under the code PHL.
64
PROMISIA HEALTHCARE LIMITED
65
ANNUAL REPORT 2021

www.promisia.co.nz