Promisia Healthcare Limited 2022 Annual Report

Annual Report 2022
FOR THE YEAR ENDED 31 MARCH 2022

On behalf of the Board and management of Promisia Healthcare
Limited, I am pleased to present the Annual Report for the financial
year ended 31 March 2022 (FY22). This report can also be read online
at https://www.promisia.co.nz/investor-centre/#reports-&-results.
Stephen Underwood
Chairman
30 June 2022
2
PROMISIA HEALTHCARE LIMITED

Our Business 4
Our Communities 5
Strategic Progress 6
Financial Snapshot 8
Chairman’s Report 9
Our Strengths 13
Our Board & Leadership 18
Financial Statements 19
Notes to the Financial Statements 24
Independent Auditor’s Report 48
Corporate Governance 51
Other Disclosures 59
Directory 63
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ANNUAL REPORT 2022

Caring for those
who need a helping hand
We are committed to doing the right thing for senior
New Zealanders. This entails offering the 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 residents who have entrusted us with
their care.
Our values
Our business is focused on
delivering quality residential care
services to the elderly.
Stronger
Together
Clear and
Simple
Always
Nearby
Supportive
and Personal
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PROMISIA HEALTHCARE LIMITED

Our Communities
We operate four aged care facilities across
the country, with more than 350 available
care beds and 16 independent living villas,
with a further 28 villas under construction.
Our facilities are in well-established
and well serviced urban areas. They are
integrated into their local communities
and provide the best possible care for local
residents looking to stay close to the home
town they know and love.
We offer a range of community-style living
arrangements catering for different health,
social and personal requirements. Our
facilities include retirement living in villas
and care suites, rest home and hospital
care. We also offer specialised care
including dementia, palliative, respite and
young disabled care.
Following the acquisition of Aldwins
House, which settled on 1 April 2022,
all our facilities are fully owned by
Promisia Healthcare Limited.
Ranfurly Manor, Feilding
Beds152
Villas10
Staff168
SiteOwned
Eileen Mary, Dannevirke
Beds58
Villas6
Staff58
SiteOwned
Aldwins House, Christchurch
Beds145
Villas-
Staff61
SiteOwned
Nelson Street, Feilding
Beds49
Villas-
Staff45
SiteOwned
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ANNUAL REPORT 2022

Strategic Progress
Our primary focus in FY22 was building occupancy of Aldwins House to achieve cashflow breakeven or better
and strengthening the operational platform of the business. The latter included broadening the revenue mix and
progressing with the Ranfurly Development to increase the independent living element of the business. Several
potential acquisitions were also evaluated.
STRATEGIC OBJECTIVEFY22 PROGRESS
Increase Occupancy at Aldwins House
Growth of revenue through maximising occupancy
• Increased occupancy to 87% of 100 available beds –
a further 45 beds to become available in FY23
• Transfer of 32 residents from Rannerdale Village to
Aldwins House in March 2022
Resident-Centric Care
Deliver personalised care that focuses on respecting
and helping our residents who now need more of a
helping hand
• Continued to deliver high quality care within the
challenges of the Covid-19 environment
• The three established facilities received four-year
accreditation from local DHBs. Aldwins, being new,
has a maximum of three years
Broaden Our Revenue Mix
Increase the number of retirement villas to grow revenue
from the sale of retirement village ORAs
Broaden the range of services offered at each facility and
increase the number of beds requiring higher levels of
care and revenue (hospital and dementia) where there is
local demand
• Continued focus on dual purpose beds that can be
switched between rest home or hospital care as
required
• Increasing revenue from ORA sales as new builds at
Ranfurly are completed and units sold at higher prices
Brownfield Development
Progress the development at Ranfurly Manor
• Completed 10 care suites
• Sold and completed four of 32 planned villas
Acquisition
Pursue acquisition opportunities based on quality,
geographic and cultural fit, demand for services, growth
potential and contribution to profitability.
• Acquired Aldwins House in Christchurch which was
being operated by Promisia
• Identified a number of acquisition and development
opportunities subject to ongoing discussions
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PROMISIA HEALTHCARE LIMITED

• First full year as an aged care business with a very pleasing net gain for the
period of $2.0m
• Greater Board industry experience through the appointment of Andrew
Mitchell whose career includes 13 years with Ryman Healthcare
• Unconditional acquisition of the land and building at Aldwins House,
Christchurch
• Focus on standardisation of systems across the group with execution to
commence in FY23
• Building strategy to recruit, recognise, reward and develop staff
• Post-period end: Appointment of experienced industry executive, Stuart
Bilbrough, as Chief Executive Officer in May 2022
1
The prior FY21/20 period covers the 15 months to 31 March 2021 and includes five months of operation at an aged care business.
2
EBITDAF is operating earnings before interest, tax, depreciation, amortisation and fair value adjustments and is a non-GAAP number.
Operating Highlights
OPERATIONAL METRICS
As at 31 March 2022
FY22FY20/21
1
Available care beds359299
Bed occupancy86% 81%
EBITDAF per available care bed
2
$9,833($782)
Village units1612
Staff335288
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ANNUAL REPORT 2022

Results reflect full 12 months’ operation as an aged care business, compared to five months
included in the prior year
Total income of $19.9m includes gain on lease termination of $0.94m
Earnings excluding fair value movements (EBITDAF) were $4.5m
Net gain after tax on continuing operations $2.0m
Total assets $51.5m, including cash and cash equivalents of $2.4m
Net debt $17.2m as at 31 March 2022, in line with the prior year
3
EBITDAF is operating earnings before interest, tax, depreciation, amortisation and fair value adjustments and is a non-GAAP number.
Financial Snapshot
FINANCIAL HIGHLIGHTS
NZ $000s
FY22FY20/21
1
Operating Revenue18,9966,060
Gain on lease termination943-
Fair value movement(222)1,250
EBITDAF
3
4,473(234)
Net gain for the period2,02726
Total assets51,53558,227
Cash and cash equivalents2,4111,219
Debt17,15417,833
Net operating cash flow3,755566
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PROMISIA HEALTHCARE LIMITED

3
EBITDAF is operating earnings before interest, tax, depreciation, amortisation and fair value adjustments and is a non-GAAP number.
Chairman’s Report
Stephen Underwood, Chairman
FY22 STRATEGIC FOCUS
Last year we advised shareholders that there were four
strategic objectives for the 2022 financial year:
• Increase occupancy of Aldwins House
• Strengthen the operational base of the company and
broaden the revenue mix
• Commence the Ranfurly Development
• Identify and evaluate potential acquisitions
The directors are pleased to report that considerable
progress was made with all strategic objectives during
the year.
Aldwins House
We have maintained the progressive opening of new
beds in the refurbished Aldwins House, despite the
impact of Covid-19. Occupancy increased from 22 beds
at the end of the previous year to 87 at the end of the
2022 financial year, with 100 beds currently available.
A further 45 beds are expected to become available in
FY23.
Occupancy was boosted by the transfer of 32 residents
from Rannerdale Village in March 2022, as well as a
short-term uplift in January 2022 when we took in
approximately 40 residents and staff from an at-risk
aged care facility during the floods on the West Coast.
In March this year, shareholders approved the
acquisition of Aldwins House for $13m, which settled on
1 April 2022 and was funded by vendor finance and new
debt facilities. This now means that all four of Promisia’s
facilities are owned by the company. We would like
to thank our shareholders for their support for this
acquisition.
Aldwins House had been operating at a loss for much of
the last financial year, however, with new management,
increased occupancy and the replacement of rental for
lower ownership costs, it is now operating at a cashflow
breakeven position. We expect this situation to improve
in FY23 as occupancy increases.
Strengthening Our Business
New Chief Executive
We were delighted to welcome Stuart Bilbrough as
Promisia’s new Chief Executive Officer from May 2022.
Stuart has extensive experience in the healthcare
sector and was previously the Chief Executive Officer
(and before that, Chief Financial Officer) of NZX-listed
Radius Residential Care. He has also held the role of
Chief Financial Officer of Tamaki Health, New Zealand’s
largest network of primary care and urgent care medical
clinics. Stuart’s industry experience, together with a
strong commercial background in strategy development
and financial planning, make him well suited to lead the
next stage of growth for our company.
Investment in Business systems
In recent months, we have been investing in our
business infrastructure to integrate our four villages and
create a strong foundation for growth. This integration
includes standardising our systems across the group
and investing in people and technology, particularly a
new payroll and rostering system. This work is ongoing
with continued investment planned in the current year.
Dear Shareholders
On behalf of the board of directors, I am pleased to present to you Promisia Healthcare’s Annual Report for the year
ending 31 March 2022. This has been our first full year operating as an aged care business following the successful
acquisition transaction completed in October 2020.
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ANNUAL REPORT 2022

The development is being undertaken on a fixed cost
basis and with an interest free loan from the developer.
The loan is being repaid from the agreed proceeds of
each initial sale of an Occupational Right Agreement
(ORA) for a new villa or care suite. Some villas have been
sold at a slightly increased price which will produce
some income for the company, however, the extent of
this income is uncertain in view of the likely downward
movement in house prices.
Completion of the next group of independent living villas
is being affected by shortages of materials.
Acquisition Opportunities
The purchase of Aldwins House was the only acquisition
in the financial year.
We continue to see opportunities to grow through
the acquisition of existing aged care facilities with
development potential, or greenfield sites. Any
acquisition must meet a range of criteria, including the
potential for further development. We are also being
approached regularly by owners and their agents to
consider potential acquisitions.
Discussions have been held with several parties but
were not able to progress beyond an initial stage
and others are under evaluation. Any acquisition,
particularly of a greenfield site, is a lengthy process and
patience is required.
Broadening our revenue mix
Rest home, hospital and specialised care services
are paid for by either the Government or by residents
themselves if they do not qualify for Government
funding. Currently, approximately 67% of our revenue
is from Government funding. Many of our beds are dual
purpose and we can redeploy them between rest home
and hospital care. Hospital care tends to generate
higher margins due to the higher support required and
remains a priority for us.
Purpose built care suites are a growing part of our
portfolio of care, offering greater service levels,
amenities and aesthetics than a traditional care bed and
delivering higher margins.
We are continuing to look at opportunities to develop
independent living villas and care suites on new and
existing sites.
Ranfurly Development
The Ranfurly village development in Feilding has
progressed well, with the 10 new care suites completed,
of which two have been sold in the first half of FY23.
Four of the planned 32 villas have also been completed
and sold. A further nine villas are due to be completed in
the first half of the current year and have been pre-sold.
We look forward to welcoming the new residents over
the coming months.
The directors are pleased to report that
considerable progress was made with all strategic
objectives during the year.
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PROMISIA HEALTHCARE LIMITED

OPERATING ENVIRONMENT
Covid-19
The ongoing Covid-19 pandemic has continued to impact
our communities, staff and residents. Our focus has been
on staff and resident wellbeing and the systems and
protocols put in place during 2020 have stood us in good
stead. However, we are conscious of the effect that the
pandemic has had on our working environment and the
impact of restricted access for our residents and families.
Like many across New Zealand, we hope that the coming
year sees a reduced impact of the pandemic and a return
to more normal operating conditions.
Our people
The lifting of border restrictions will help to alleviate the
labour shortages across the aged care sector. We face
workers leaving for higher paid roles in the DHBs and
also departing for Australia which offers higher pay as
well as a lower cost of living. Promisia is looking forward
to welcoming new staff from abroad with recruitment
and retention remaining a core focus for management.
We are investing in training and our aim is to provide a
workplace that is safe, rewarding and enjoyable. This
means prioritising the health, safety and wellbeing
for everyone who works and lives with us, ensuring
inclusion and welcoming diversity. In the coming year,
we will be developing our people and culture strategy in
order to further recruit, recognise, reward and develop
our staff.
The majority of our people live locally and play an
essential role in creating the family environment that
is such an important part of our facilities. We are
incredibly proud of them and fortunate to have a team
of such caring and committed people. On behalf of the
Board and management, we acknowledge and thank
every member of our team for their efforts and the
amazing care they provide.
We were pleased to appoint experienced aged care
executive, Stuart Bilbrough, as CEO from May 2022.
Stuart takes over the role from Chris Brown, who
stepped down in April 2022.
Aged care funding
Each year in July, the Government announces the
residential care fees for the following year. Across the
sector, we have seen labour costs rise and inflation
driving up food costs and utilities. We continue to
advocate for increased funding to ensure the aged care
sector can deliver a sustainable, compassionate and
high-quality service that meets the demand and needs
of an aging population.
New aged care beds must be built each year to ensure
that forecast demand for these facilities is available
as New Zealand’s population ages. Current funding
from government is insufficient to justify the required
investment and a shortage of aged care beds is highly
likely. The recent offer from the Ministry of Health
of a 1.2% increase in funding for the next 12 months
is woefully inadequate given the general inflationary
pressures faced by the sector. We have supported the
NZACA Board’s decision to reject this offer.
Similarly, wages competition from District Health
Boards is putting increasing pressure on salaries for
all health workers, particularly registered nurses.
Pay parity between the aged care industry and DHBs
continues to be critical.
SOLID FINANCIAL PERFORMANCE
FY22 marked Promisia’s first full year of operation as
an aged care company, compared to five months in the
previous financial year.
Income was $19.9m, including a gain on lease
termination of $0.94m. Revenue is primarily sourced
from Government funding (~67%) with the remainder
from private payment. Eighteen sales of occupation
rights agreements (ORAs) were completed during the
period (four new and 14 resales).
This year we experienced a decrease in fair value
of investment properties of $0.22m. The current
environment of high costs, especially for staffing,
and concern around the property market were key
assumptions in the valuation that resulted in this
downward movement.
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ANNUAL REPORT 2022

4
EBITDAF is operating earnings before interest, tax, depreciation, amortisation and fair value adjustments and is a non-GAAP number.
Earnings excluding fair value movements (EBITDAF
4
)
were $4.5m for the period. The Group reported a
net gain after tax of $2.0m, including a $0.019m
contribution from discontinued operations.
At 31 March 2022, total assets were $51.0m including
cash and cash equivalents of $2.4m. Debt was $17.2m,
consistent with the previous financial year, and excludes
debt associated with the acquisition of Aldwins House
which occurred post-year end.
GOVERNANCE
Appointment of new director
The appointment of Andrew Mitchell as a director brings
significant value to the Promisia Board. Andrew has
worked in the UK, New Zealand and Australian property
markets for over 20 years, including 13 years as a senior
executive and Chief Development Officer for Ryman
Healthcare. As an executive director, Andrew provides
business development services to Promisia, and has
also invested in the company, with a 7% shareholding.
Acquisition of small shareholdings
During the year, the company completed a process
to remove small and unlocatable shareholders from
the share registry. Approximately 1,000 shareholders
were subject to compulsory acquisition of their shares,
which has resulted in the number of shareholders
being reduced from 1,952 to 600. This reduction
represents a significantly lower cost of maintaining
the share registry. Many of these shareholders did not
hold a marketable parcel of shares and the process
represented a cost-effective method for them to exit
their shareholding. Where shareholders did not provide
their bank details, the proceeds from the sale of their
shares were donated to KidsCan, which benefited by
approximately $0.019m.
OUTLOOK
New Zealand has an ageing population and there is
increasing demand for quality care options, particularly
in provincial New Zealand. These are areas which are
often under-resourced in terms of aged care and are a
particular focus for Promisia.
Headwinds will continue to build. In particular, we will
be affected by wage pressures in the sector and the
availability of staff may impact our ability to accept
additional residents from time to time. Shortages and
delays in securing construction materials may also
affect the delivery of new independent living units at
Ranfurly Manor.
Promisia is well positioned to build off its small base and
grow. We have a carefully considered and diversified
growth strategy and are putting the infrastructure in
place to allow us to scale up as opportunities arise.
In the 2023 year we will continue to drive revenue
through a focus on the following areas:
• Improve operational efficiency and effectiveness
• Maximise occupancy at Aldwins House
• Continue to progress the development at Ranfurly
Manor
• Pursue targeted acquisition opportunities that meet
Promisia’s criteria
Thank you for your continued support.
Stephen Underwood
Chairman
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PROMISIA HEALTHCARE LIMITED

• Stable future revenue streams
• Experienced people, with many
years’ industry involvement
• High calibre employees
• Local facilities in strong
communities
• Existing growth opportunities
• 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. 3,000 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.
Our Strengths
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ANNUAL REPORT 2022

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PROMISIA HEALTHCARE LIMITED

Soldiers from the 2nd/1st Battalion Royal New Zealand
Infantry Regiment turned out in force in March 2022, to
help 32 veteran soldiers move into Promisia’s Aldwins
House in Christchurch.
The new residents were relocating from Rannerdale
Village, a smaller facility operated by the Rannerdale
Trust, which was closing due to lack of scale and
funding.
As well as assisting the residents to pack up at
Rannerdale village over three days, the 38 soldiers also
transported resident’s belongings using the Army Band
truck and helped the veterans to unpack and settle into
their new home.
One of the new residents is Gordon Gerken, 96 years old
and a WWII RNZAF veteran who served in the Pacific.
“It was marvellous to have the help from the soldiers.
Us old people can’t do this on our own, so we are
very grateful to them for their support. It reminds me
of something I was once told, which I have always
remembered. If you can help somebody as you pass
along, then your living has not been in vain,” he said.
Captain Mel De Lange, Quartermaster for 2/1 RNZIR,
said: “The 2/1 RNZIR Battalion has a history of
supporting the veterans at Rannerdale Village. When
the request for support came through, the units agreed
to help immediately. These veterans have carved a
pathway for all current serving soldiers, they deserve all
the support that we can give them. Moving at any time
in our lives is a stressful task so to be able to reassure
them and make the process of settling into their new
accommodation a little easier was the very least that we
could do”.
Welcoming
Rannerdale
Village Residents
to Promisia’s
Aldwins House
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ANNUAL REPORT 2022

New Villas Open at
Ranfurly Manor as Construction
Moves Ahead
The construction is part of a planned expansion at
Ranfurly Manor’s rest home, dementia and hospital care
facility village, with plans for 32 one and two bedroom
villas and 10 serviced care suites.
The care suites and the first lot of villas have been
completed, with four villas now sold and occupied, and
a further nine villas pre-sold and under construction.
The care suites are connected to the existing aged care
facility and provide rest home or hospital level care in
apartment style living for residents.
New villas at Ranfurly Manor in
Feilding are selling themselves
through word of mouth, with
strong demand for this popular
aged care facility.
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PROMISIA HEALTHCARE LIMITED

Nelson Street Residents
Run the ‘Relay For Life’
Every resident took part and even those with some
mobility issues gave it a go. Sponsorship and donations
were raised from residents, family and friends, with
funds raised donated to the Breast Cancer Foundation.
Training started well before the event day, with t-shirts,
costumes, pink decorations and a pink themed
afternoon tea on the day adding to the fun. The leader
on the day was resident Brian Walker, who walked a total
of 42 laps in the two hours.
On 25 March 2022, for two
energetic hours, residents of
Promisia’s Nelson Street facility
ran, walked and wheeled their way
around laps of the facility as part
of the Relay for Life event, raising
funds for breast cancer.
“With several breast cancer survivors living in our
facility, the Relay for Life is a cause close to our hearts.
Residents and staff had a great afternoon and we are
looking to making it an annual event.”
Hayley McKean, Nelson Street Facility Manager,
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ANNUAL REPORT 2022

2022
Financial Statements
FOR THE YEAR ENDED
31 MARCH 2022
Our Board & Leadership
STEPHEN UNDERWOOD BCA LLB
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.
THOMAS BRANKIN Dip Agriculture & Dip Farm
Management
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.
HELEN DOWN BCA, FCIM
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.
ANDREW MITCHELL BCA, FCIM
Executive Director
Appointed 23 December 2021
Andrew has worked in the UK, New Zealand and
Australian property markets for over 20 years,
including 13 years as a senior executive and Chief
Development Officer for Ryman Healthcare. As
an executive director, Andrew provides business
development services to Promisia, and has also
invested in the company, with a 7% shareholding.
STUART BILBROUGH BCom, MBA, CA (NZ)
Chief Executive Officer
Stuart has extensive experience in the healthcare sector
and was previously the Chief Executive Officer (and
before that, Chief Financial Officer) of NZX-listed Radius
Care. He has also held the role of Chief Financial Officer
of Tamaki Health, New Zealand’s largest network of
primary care and urgent care medical clinics. Stuart’s
industry experience together with a strong commercial
background in strategy development and financial
planning make him well suited to lead the next stage of
growth for our company.
VIRGINIA DYALL-KALLIDAS RCpN, BN, MN
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.
ANGIE MEHLHOPT BCM, CA (NZ)
Financial Accountant
Angie joined Promisia in July 2021. She is a Chartered
Accountant and has worked in the Aged Care sector
for a number of years. Angie is responsible for financial
management of the Promisia Group. She brings a strong
accounting background having worked in professional
services firms as well as holding finance roles in a
number of commercial businesses in NZ and overseas.
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PROMISIA HEALTHCARE LIMITED

2022
Financial Statements
FOR THE YEAR ENDED
31 MARCH 2022
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ANNUAL REPORT 2022

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the year ended 31 March 2022
12 MONTHS
ENDED
31 MARCH 2022
15 MONTHS
ENDED
31 MARCH 2021
NOTES$000$000
Revenue318,9966,060
Gain on lease termination13
943
-
Fair value gain on investment properties10 -1,250
Total Income19,9397,310
Administration expenses4 (1,922)(1,739)
Operating expenses5(13,544)(4,555)
Depreciation and amortisation expense9 ( 809) (377)
Fair value loss on investment properties
10 (222)-
Finance costs (1,498) (894)
Total Expenses(17,995)(7,565)
Net gain / (loss) before income tax 1,944 (255)
Income tax (expense) / credit764 281
Discontinued operations
Profit / (Loss) for year after tax from discontinued operations61930
Net gain for the period2,02756
Other comprehensive income / (loss)
Reversal of foreign currency translation reserve (176)-
Items that may be later reclassified to profit or loss
Loss on translation of foreign currency
-
(7)
Total other comprehensive income (176) (7)
Total comprehensive income / (loss)1,851 49
Earnings Per Share (cents per share)Cents per shareCents per share
Basic & diluted earnings per share from continuing operations0.00950.0004
Basic & diluted earnings per share from discontinued operations0.00010.0004
Basic & diluted earnings per share from total operations0.00960.0008
The accompanying notes form part of these financial statements.
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PROMISIA HEALTHCARE LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the year ended 31 March 2022
ISSUED

CAPITALFOREIGN

CURRENCY

RESERVEPOOLING OF INTERESTS

RESERVEACCUMULATED LOSSESTOTAL
$000$000$000$000$000
15 months ended 31 March 2021
Opening balance 58,526 183 - (60,063) (1,354)
Net gain for period - - - 56 56
Other comprehensive income / (loss) - (7) - - (7)
Pooling of interest reserve - - (717) - (717)
Share issue (Note 16) 18,869 - - - 18,869
Less share issue costs (335) - - - (335)
Closing balance at 31 March 2021 77,060 176 (717) (60,007) 16,512
12 months ended 31 March 2022
Opening balance77,060176(717)(60,007)16,512
Net gain for year---2,0272,027
Other comprehensive income / (loss) -(176)--(176)
Share issue (Note 16)235---235
Less share issue costs(19)---(19)
Closing balance at 31 March 20227 7, 2 7 6-(717)(57,980)18,579
The accompanying notes form part of these financial statements.
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ANNUAL REPORT 2022

CONSOLIDATED BALANCE SHEET
As at 31 March 2022
The accompanying notes form part of these financial statements.
Authorised on behalf of the Board
Stephen Underwood Thomas Brankin Wellington
Chairman Director 30 June 2022
12 MONTHS
ENDED
31 MARCH 2022
15 MONTHS
ENDED
31 MARCH 2021
RESTATED
NOTES$000$000
Equity
Share capital167 7, 2 7 677,060
Accumulated losses(57,980)(60,007)
Pooling of Interest Reserve (717) (717)
Foreign currency translation reserve- 176
Equity18,57916,512
Represented by:
Assets
Cash and cash equivalents 2,411 1,219
Trade and other receivables8 2,091 2,034
Related Party advances15
558 953
Property, Plant & Equipment9 4,100 3,756
Right-of-use asset9- 9,285
Investment Property1042,01540,677
Deferred Taxation7360 303
Total assets51,53558,227
Less:
Liabilities
Trade and other payables11 4,167 2,837
Taxation Payable 198 472
Interest Bearing Loans & Borrowings1217,15417,833
Lease Liability13-10,040
Occupancy rights agreements1411,43710,533
Total liabilities32,95641,715
Net assets18,57916,512
22
PROMISIA HEALTHCARE LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS
For the year ended 31 March 2022
12 MONTHS
ENDED
31 MARCH 2022
15 MONTHS
ENDED
31 MARCH 2021
RESTATED
NOTES$000$000
Operating Activities
Receipts from residents for care fees and services 18,9114,247
Receipts of residents’ loans from new sales 3,4851,590
Payments to suppliers and employees(14,433)(4,314)
Repayments of residents' loans (1,830) (434)
Interest paid (1,093)(1,009)
Income tax (275) 444
Net operating cash flows from discontinued operations 26 42
Net operating cash flows234,7 9 1 566
Investing activities
Acquisition of aged care assets-(21,586)
Purchase of investment property
(1,560)-
Purchase of property, plant & equipment9 (485) (3,852)
Net investing cash flows (2,045)(25,438)
Financing activities
Drawdown of loans-18,000
Issue of share capital, net185 8,665
Payments for lease liabilities(1,060) (441)
Repayment of borrowings(679) (154)
Net cash flow from financing activities(1,554)26,070
Net increase in cash and cash equivalents1,1921,198
Cash and cash equivalents at beginning of period1,219 21
Cash and cash equivalents at end of period2,4111,219
The accompanying notes form part of these financial statements.
23
ANNUAL REPORT 2022

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the 12 months ended 31 March 2022
Statement of Compliance
The financial statements presented are those of Promisia Healthcare Limited (the Company), and its subsidiaries (the
Group). Promisia Healthcare Limited is a profit-oriented entity incorporated in New Zealand. Promisia Healthcare
Limited’s principal activities are the ownership and operation of retirement villages, rest homes, and hospitals for the
elderly within New Zealand. The Group has transitioned from developing and marketing research based natural dietary
supplements.
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 66 High Street, Leeston.
These financial statements have been approved for issue by the Board of Directors on page 22.
The financial statements have 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 being reported.
The financial statements are for the 12 months ended 31 March 2022.
The comparative figures are for the 15 months ended 31 March 2021. The Group changed its parents reporting date to
align with the aged care subsidiary entities reporting dates that made up the continuing operations.
The comparative figures 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.
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.
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 9.
• Valuation of investment property – summary of accounting policies and Note 10.
• Revenue recognition – Note 3.
• Value of right of use assets at commencement – Note 13.
• Value of Occupational Rights Agreements (ORAs) – Note 14.
• Value of lease liability and accounting for lease modification - Note 13.
24
PROMISIA HEALTHCARE LIMITED

Applicability of the going concern basis of accounting
Whilst the COVID-19 pandemic and the public health, social and economic measures have lowered overall economic
activity and confidence (as described on page 11), management has assessed and determined that the Group’s
application of the going concern basis of accounting remains appropriate.
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 24 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 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 ORA. Deferred 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 3.4 - 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 2022 revenue in advance of $0.98m
(2021: $0.88m) was recorded, not yet released to the profit or loss. See Note 11.
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 12 months ended 31 March 2022
25
ANNUAL REPORT 2022

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 as profit or loss. Fair value is determined using the discounted cash-flow methodology.
Leases
At the commencement date of a lease (other than leases of 12-months or less and leases of low value assets), the
Group recognises a lease asset representing its right to use the underlying asset and a lease liability representing its
obligation to make lease payments.
Lease assets
Lease assets are initially recognised at cost, comprising the amount of the initial measurement of the lease liability,
any lease payments made at or before the commencement date of the lease, less any lease incentives received,
any initial direct costs incurred by the Group, and an estimate of costs to be incurred by the Group in dismantling
and removing the underlying asset, restoring the site on which it is located or restoring the underlying asset to the
condition required by the terms and conditions of the lease, unless those costs are incurred to produce inventories.
Subsequent to initial recognition, lease assets are measured at cost (adjusted for any remeasurement of the
associated lease liability), less accumulated depreciation and any accumulated impairment loss.
Lease assets are depreciated over the shorter of the lease term and the estimated useful life of the underlying asset,
consistent with the estimated consumption of the economic benefits embodied in the underlying asset.
Lease liabilities
Lease liabilities are initially recognised at the present value of the future lease payments (i.e., the lease payments that
are unpaid at the commencement date of the lease). These lease payments are discounted using the interest rate
implicit in the lease, if that rate can be readily determined, or otherwise using the Group’s incremental borrowing rate.
Subsequent to initial recognition, lease liabilities are measured at the present value of the remaining lease payments
(i.e., the lease payments that are unpaid at the reporting date). Interest expense on lease liabilities is recognised in
profit or loss (presented as a component of finance costs). Lease liabilities are remeasured to reflect changes to lease
terms, changes to lease payments and any lease modifications not accounted for as separate leases.
Variable lease payments not included in the measurement of lease liabilities are recognised as an expense when
incurred.
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.
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.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the 12 months ended 31 March 2022
26
PROMISIA HEALTHCARE LIMITED

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 the 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.
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.
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 transactions 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 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 reserve.
The foreign currency reserve is recognised in the profit or loss when the foreign operation or net investment is
disposed of.
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 Group’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 Group 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 2022 are short-term and are measured
at the undiscounted amount of the benefits expected to be paid in exchange for that service. See Note 11.
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.
Discontinued operations
A discontinued operation is a component of the Group that has been disposed of in the current, or prior, reporting
period or is classified as held for sale at the reporting date, and that represents a separate major line of business or
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the 12 months ended 31 March 2022
27
ANNUAL REPORT 2022

geographical area of operations, is part of a single co-ordinated plan to dispose of such a line of business or area of
operations, or is a subsidiary acquired exclusively with a view to resale. The results of discontinued operations are
disclosed separately in the statement of profit or loss and other comprehensive income.
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, less deferred management fee, 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.
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% Diminishing Value
• Leasehold improvements 10% Straight Line
• Plant and equipment 10 - 50% Diminishing Value
• Office equipment 16 - 50% Diminishing Value
• Furniture and fittings 10 - 40% Diminishing Value
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.
Standards and interpretations on issue but not yet adopted
The directors 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.
Restatement to 31 March 2021 consolidated balance sheet and consolidated statement of cash flows
As part of the commissioning of the Aldwins House facility, Teltower Limited (the landlord and related party) funded
the build of a new kitchen and laundry to the value of $1m. This was initially to be by way of loan however, under
the Deed of Option Purchase Agreement, it was agreed that the purchase price would be increased by an amount
equivalent to the cost of building the new kitchen and laundry up to a maximum value of $1m. The Deed of Option
to Purchase Agreement lapsed by mutual agreement on 9 August 2021. Neither the Agreement to Lease nor the
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the 12 months ended 31 March 2022
28
PROMISIA HEALTHCARE LIMITED

Deed of Option to Purchase Agreement provide repayment provisions for the $1m spent on the laundry/kitchen
redevelopment. The fit out of the new kitchen and laundry are the property of the landlord.
Following the lapse of the Deed of Option to Purchase Agreement, the Group commissioned a further legal review
of the contract. Having considered the results of this legal review and the above facts, the Board considers that the
31 March 2021 Balance Sheet representation of this transaction as a loan does not correctly reflect the contractual
position and accordingly requires restatement. NZ IAS 8 (Accounting policies, changes in accounting estimates)
requires retrospective correction of material prior period errors, except to the extent that it is impracticable to
determine either the period-specific effects or the cumulative effect of the error, and requires disclosure of prior period
errors.
The Board considers that it is appropriate to restate the Balance Sheet as at 31 March 2021. The impact of this
restatement is to reduce property, plant and equipment by $1m and reduce related party loans by $1m. An adjustment
to reduce associated depreciation expense by $0.08m has been recognised in the profit and loss for the year ended
31 March 2022.
Restatements to 31 March 2021
Balance Sheet
AS RESTATED
31 MARCH 2021
AS PREVIOUSLY
REPORTED
31 MARCH 2021
$000$000
Property, plant & equipment3,7564,756
Related party loans-(1,000)
Restatements to 31 March 2021
Statement of Cashflows
AS RESTATED
31 MARCH 2021
AS PREVIOUSLY
REPORTED
31 MARCH 2021
$000$000
Purchase of property, plant & equipment (3,852) (4,852)
Drawdown of loans18,00019,000
On the 23 December 2021, Aldwins House Limited, a wholly owned subsidiary of Promisia Healthcare Limited, entered
a conditional agreement with its landlord, Teltower Limited (vendor) to acquire Aldwins House for $13 million. Under
the agreement the vendor agreed to lend $4 million of the purchase price on a four-year term. Debt funding was
secured from the BNZ for $7.5 million and Senior Trust for $1.5 million. All conditions of this acquisition were met by
the 31 March 2022 and settlement took place after balance date on 1 April 2022.
2. GOING CONCERN
These financial statements have been prepared on a going concern basis, which contemplates continuity of normal
business activities and the realisation of assets and the settlement of liabilities in the ordinary course of business.
In the prior year the acquisition of the aged care facilities recapitalised the Group. This provided tangible assets
to the group with the expectation of both profits and positive cash flows from operations. The acquisition 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 its cash flow requirements as they fall due. The Group has
reported a net gain before tax of $1.944m (2021: net loss ($0.255m)). The prior year loss included significant costs
relating to the acquisition of the aged care facilities totalling $0.865m.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the 12 months ended 31 March 2022
29
ANNUAL REPORT 2022

Global pandemic of coronavirus disease 2019
On 11 March 2020, the World Health Organization declared the ongoing global outbreak of a novel coronavirus, known
as ‘coronavirus disease 2019’ (‘COVID-19’), as a pandemic. In response, governments (including in New Zealand)
have implemented a range of public health and social measures to prevent and contain the transmission of COVID-19
and economic responses to provide financial stimulus and welfare support to mitigate the economic impacts of the
COVID-19 pandemic.
During the current year, this included fifteen weeks of Level 4 and 3 restrictions under New Zealand’s four-tiered
‘COVID-19 Alert Level system’ for the Auckland region between August and December 2021. On 3 December 2021,
New Zealand transitioned to ‘the COVID-19 Protection Framework (traffic lights)’. This new framework has three
settings – Red, Orange and Green. The entire country moved to the Orange setting on 3 December 2021, with the
exception of several regions including Auckland, which moved to the Red setting. Auckland subsequently moved to
the Orange setting on 31 December 2021.
The pandemic and these public health and social measures implemented have lowered overall economic activity
and confidence due to reduced ability for businesses to operate and reduced demand for many goods and services,
resulting in significant volatility and instability in the financial markets.
Whilst the Group has not experienced any negative impact on revenue and demand for the goods and services it
produces, management acknowledges that the wider economic impact of the pandemic mean there has been an
increase in the level of inherent uncertainty in the significant accounting estimates and judgements applied by
management in the preparation of these financial statements.
These financial statements have been prepared based upon conditions existing as at 31 March 2022 and considers
those events occurring subsequent to that date that provide evidence of conditions that existed at the end of the
reporting period.
As the outbreak of the COVID-19 pandemic occurred before 31 March 2022, its impacts are considered an event that is
indicative of conditions that arose prior to this reporting period. Accordingly, as at the date of signing these financial
statements, all reasonably known and available information with respect to the COVID-19 pandemic has been taken
into consideration in the critical accounting estimates and judgements applied by management and all reasonably
determinable adjustments have been made in preparing these financial statements.
3. REVENUE
12 MONTHS
ENDED
31 MARCH 2022
15 MONTHS
ENDED
31 MARCH 2021
$000$000
Rest home, hospital & dementia fees18,0465,741
Deferred management fees 650 268
Village service fees 50 15
Leave support Covid subsidy
38
-
Insurance Claim
13
-
Other revenue 199 36
Total Revenue18,9966,060
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 12 months ended 31 March 2022
30
PROMISIA HEALTHCARE LIMITED

4. ADMINISTRATION EXPENSES
12 MONTHS
ENDED
31 MARCH 2022
15 MONTHS
ENDED
31 MARCH 2021
$000$000
Legal expenses 182 645
NZX Listing & regulatory expenses
85
253
Insurance 195 135
Other administration costs
1,460
706
Total operating expenses
1,922
1,73 9
Legal expenses and NZX listing and regulatory fees incurred in 2021 are associated with the acquisition and entry into
the aged care business and are largely considered to be one-off costs.
Other administration costs include utility costs, advertising, directors’ fees, consulting, audit fees (refer Note 19) and
accounting fees.
5. OPERATING EXPENSES
12 MONTHS
ENDED
31 MARCH 2022
15 MONTHS
ENDED
31 MARCH 2021
$000$000
Employee benefits and other staff costs10,7023,73 3
Property-related expenses 148 77
Other operating costs 2,694 745
Total operating expenses13,5444,555
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
and aged residential care such as consumables, electricity, insurance, rates, and repairs and maintenance. These
expenses are recognised as they occur.
6. 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 Australian and USA
companies are in the process of being wound up. This process should be completed in the financial year ending
31 March 2023.
The natural dietary supplements business has therefore been classified as discontinued operations. in the statement
of comprehensive income.
The operation of retirement villages, rest homes, and hospitals for elderly within New Zealand, has been classified as
continuing operations.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the 12 months ended 31 March 2022
31
ANNUAL REPORT 2022

Discontinued operations results:
12 MONTHS
ENDED
31 MARCH 2022
15 MONTHS
ENDED
31 MARCH 2021
$000$000
Revenue2495
FX realised gain214
Total Revenue26109
Expenses
Operating expenses-(67)
Total Expenses-(67)
Operating gain2642
Finance costs--
Net gain before tax2642
Taxation expense(7)(12)
Net gain from discontinued operations1930
12 MONTHS
ENDED
31 MARCH 2022
15 MONTHS
ENDED
31 MARCH 2021
$000$000
Operating Activities
Receipts from customers2496
Payments to suppliers and employees2(54)
Net operating cash flows from discontinued operations2642
Net cash provided from discontinued operations2642
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the 12 months ended 31 March 2022
32
PROMISIA HEALTHCARE LIMITED

7. 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% (2021: 28%).
Promisia Healthcare Limited carries forward tax losses that can be offset against annual income tax. As at the 31st
March 2022 the residual losses available to be carried forward are $2.2m.
12 MONTHS
ENDED
31 MARCH 2022
15 MONTHS
ENDED
31 MARCH 2021
$000$000
Income tax expense
Current tax-120
Deferred Tax(57)(389)
Total income tax expense / (credit)(57)(269)
Reconciliation to net gain / (loss) before tax
Net gain / (loss) from continuing activities1,944(255)
Income Tax Expense calculated at 28%544(71)
Tax effect of:
Fair value loss / (gain) on investment property
62(350)
Utilisation of past tax losses
(388)-
Release of foreign currency reserve
(49)-
Depreciation allowance on investment property
(33)(14)
Aldwins House lease termination
(59)59
Other temporary differences
(134)107
Total income tax expense / (credit)(57)(269)
Current tax attributable to continuing operations(64)(281)
Tax attributable to discontinued operations712
Total income tax expense / (credit)(57)(269)
There are no imputation credits available to shareholders, (2021 $nil).
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the 12 months ended 31 March 2022
33
ANNUAL REPORT 2022

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. 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.
31 MARCH 202231 MARCH 2021
$000$000
Deferred tax movements
Opening balance
303-
Balances acquired
-
423
Lease and RoU asset under IFRS 16
(211) 24
Recognised tax losses
(269) 269
Fair value movement
350 (350)
Temporary difference in income statement
Property, plant and equipment
(117)
(50)
Deferred management fees
28
11
Holiday pay
254-
Other temporary differences
22
(24)
360 303
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
(167) (50)
Deferred management fees
275 247
Holiday pay
254-
Other temporary differences
(2)
(24)
Deferred tax asset / (liability)
360
303
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the 12 months ended 31 March 2022
34
PROMISIA HEALTHCARE LIMITED

8. TRADE AND OTHER RECEIVABLES
12 MONTHS
ENDED
31 MARCH 2022
15 MONTHS
ENDED
31 MARCH 2021
$000$000
Trade receivables1,049 745
ORA settlements owing 545 995
Other debtors-
25
Prepayments 476
249
NZX Deposit 20 20
Total trade and other receivables2,0912,034
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 right agreement (ORA) 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 a provision for expected credit losses of $0.018m (2021: nil).
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the 12 months ended 31 March 2022
35
ANNUAL REPORT 2022

9. PROPERTY, PLANT AND EQUIPMENT AND RIGHT-OF-USE ASSET
LAND & BUILDING AT VALUATIONOTHERPLANT, PROPERTY & EQUIPMENT TOTAL RIGHT OF USE

ASSETS
$000$000$000$000
15 months ending 31 March 2021
Opening gross carrying amount- 15 15-
Additions3,2506023,85210,007
Disposals- (15) (15)-
Closing gross book value3,2506023,85210,007
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 20213,2245323,7569,285
12 months ending 31 March 2022
Opening gross carrying amount3,2506023,8529,285
Additions- 485 485-
Closing gross book value3,2501,0874,3379,285
Accumulated depreciation
Opening accumulated depreciation (26) (70) (96) (278)
Disposals---(8,340)
Depreciation (63) (78) (141) (667)
Closing accumulated depreciation (89) (148) (238)(9,285)
Net book value at 31 March 20223,1619394,100-
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 2022.
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 12 months ended 31 March 2022
36
PROMISIA HEALTHCARE LIMITED

10. 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 Ltd as at 31 March 2022. 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.
31 MARCH 202231 MARCH 2021
$000$000
Balance at beginning of period31,025-
Acquisition of villages
-
19,242
Occupancy advances from acquired villages
-9,685
Amounts received on issue of new ORAs
3,4851,590
Amounts repaid on termination of ORAs
(1,830) (434)
Deferred management fees
(751) (308)
Movement in revenue in advance
(147)-
Fair value movement - unrealised (222) 1,250
Net fair value of investment property31,56031,025
Add
Investment property under construction
-
-
Liability for residents' loans11,437 10,533
Net (revenue in advance) / accrued income (982) (881)
Investment property42,015 40,677
Gross market value of investment facilities39,215 38,077
Development land 2,800 2,600
Investment property42,015 40,677
New Villas
Amounts received on issue of new ORAs includes four new villas with an acquisition cost of $1.56m.
Uncertainty due to COVID-19 pandemic
The valuation of investment properties at 31 March 2022 is based on the information available to CBRE Limited at
the time of the valuation and relies on several key inputs and assumptions. (2021: CBRE Limited). 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 approch30,990(2021: 30,225)
Estimated value by direct comparison31,940(2021: 31,625)
Valuation adopted31,560(2021: 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.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the 12 months ended 31 March 2022
37
ANNUAL REPORT 2022

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.
The use of the direct comparison approach provides a market evidenced comparative of EBITDAR per bed. CBRE
provide a range of for a between $70,000 to $110,000 per rest home bed up to the higher margin hospital care level of
between $90,000 to $150,000 per bed.
Promisia Healthcare has worked hard to maintain margins but like others in the industry have seen costs, especially
wages, grow at a rate that exceeds revenue growth. This has resulted in a decrease in the average EBITDAR per bed
from 2021 of $98,000 to 2022 of $94,000.
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:
Growth rates2.7% (2021: 2.21% - 3.02%)
Target IRR16.5% to 18.0% (2021: 16.5% - 18.0%)
Average occupancy84.1% to 91.3% (2021: 85.0% - 91.3%)
Discounted cash flow period20 years (2021: 20 years)
Sensitivity
A 0.5 percent decrease in the discount rate would result in a $0.25m higher fair value measurement (2021: $0.20
million). Conversely, a 0.5 percent increase in the discount rate would result in a $0.24m lower fair value measurement
(2021: $0.19 million).
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 14. Under the terms of the occupancy agreement, the resident receives a
first mortgage held over the individual title by the statutory supervisor.
11. TRADE & OTHER PAYABLES
31 MARCH 202231 MARCH 2021
$000$000
Trade payables1,5461,083
Employee entitlements
1,372 873
Revenue received in advance 982 881
ORA resident payables 267-
Total trade and other payables4,1672,837
Revenue received in advance of $0.982m (2021: $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 3.4 and 7.0 years. Based on current estimated expected occupancy periods $0.361m of the revenue in
advance balance will be recognised as income within 1 year (2021: $0.341m), $0.521m in 2 to 4 years (2021: $0.499m),
and $0.100m in 5 to 7 years (2021: $0.041m).
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the 12 months ended 31 March 2022
38
PROMISIA HEALTHCARE LIMITED

12. INTEREST BEARING LOANS
Bank loans (secured)
Acquisition of the aged care facilities resulted in the drawdown of $17.6m of debt, of which $12.6m was provided by
Bank of New Zealand Limited. These term loans are secured by a first mortgage security over the aged care facilities,
interest rates of 2.29% - 5.15% (2021: 2.29% - 4.56%) 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
$0.108m (2021: $0.111m) remained payable to Monument Finance Limited.
31 MARCH 202231 MARCH 2021
$000$000
Interest bearing loans
Current portion 800788
Term portion16,35417,045
Total interest bearing loans17,15417,833
Comprised of:
Monument Finance Limited - Insurance Funding 108111
BNZ - Eileen Mary Age Care Property Limited 2,9002,900
BNZ - Ranfurly Manor No: 1 Limited 5,4305,430
BNZ - Ranfurly Manor No: 1 Limited 2,5463,222
BNZ - Nelson Street Resthome Limited
1,1701,170
Senior Trust - Ranfurly Manor No: 1 Limited
5,0005,000
Total interest bearing loans
17,15417,833
During the quarter ended 30 June 2021 the Group was in breach of one of two banking covenants. The BNZ issued
a waiver for the breach. At 31 March 2022 the Group has achieved both banking covenants. Refer to Note 26 on
subsequent events.
13. LEASE LIABILITIES
The Group leases a rest home and hospital facility at 62 Aldwins Road, Christchurch.
The Group entered into an agreement dated 23 December 2021 to terminate the lease through the purchase of
the land and building. The lease was modified with effect on the 31 March 2022 and the effective date of the lease
modification was the 31 March 2022 as that was the date that the lease modification was legally binding and formally
agreed by both parties.
With the termination of the lease, the right of use asset and the lease liability are removed from the balance sheet. This
has resulted in a gain on lease termnation of $0.94m.
The purchase of the land and building settled on 1 April 2022. At 31 March 2022, the lease liability reflects one days’
rent payable as the lease was only fully terminated on the 1 April 2022 when the risks and rewards associated with the
building passed officially to the former lessee and terminated the lease.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the 12 months ended 31 March 2022
39
ANNUAL REPORT 2022

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 right-to use asset based on an
incremental borrowing rate of 5.91% (2021: 5.91%) requires depreciation of the asset over the lease term along with
any impairment losses. 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 9).
12 MONTHS
ENDED
31 MARCH 2022
15 MONTHS
ENDED
31 MARCH 2021
$000$000
Opening net book value10,040-
Additions-10,231
Disposal(9,560)-
Interest 581 250
Lease payments made(1,060) (441)
Closing Lease Liability-10,040
Interest on lease liability 581 250
Depreciation on right of use asset 667 278
Gain on termination of lease
(943)-
Amounts recognised in profit & loss305528
Total lease payments in the period
1,060441
14. OCCUPANCY ADVANCES (NON-INTEREST BEARING)
12 MONTHS
ENDED
31 MARCH 2022
15 MONTHS
ENDED
31 MARCH 2021
$000$000
Balance at beginning of financial period10,533-
Amounts from acquired villages-9,685
Amounts received on issue of new ORAs 3,4851,590
Amounts repaid on termination of ORAs (1,830) (434)
Deferred Management Fees (per contract) (751) (308)
Balance at end of financial period11,43710,533
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 12 months ended 31 March 2022
40
PROMISIA HEALTHCARE LIMITED

15. RELATED PARTY TRANSACTIONS
12 MONTHS
ENDED
31 MARCH 2022
15 MONTHS
ENDED
31 MARCH 2021
NOTES$000$000
Transactions with related parties
Income
--
Expenses
Directors fees166123
Payments:
Lease payments to Teltower Ltdiv1,060 442
Interest paid to Brankin Family Interest Trusti- 219
Funds advanced to Brankin Family Interest Trusti- 1,085
Purchase of assets from Brankin Family Interest Trustii-31,385
Receipts:
Funds advanced by D Priestiii- 20
Funds advanced by Brankin Family Interest Trusti 3951,000
New equity from Brankin Family Interest Trustii-8,000
Balances with related parties
Brankin Family Interest Trust - receivablei558 953
Related party advance balances outstanding at end of
period
558953
i. The Brankin Family Interest Trust is a related party to TD Brankin, a shareholder and a director of the Group. These
advances from the Brankin Family Interest Trust formed a vendor loan totalling $1,558k (2020: $558k), 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 $395k (2021: $997k).
ii. In the prior year 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.
iii. Teltower Limited is the landlord of Aldwins House and is a related party of The Wellington Company Limited (previously a
substantial shareholder of the Group).
iv. Lease payments totalling $1.060m (2021: $0.442m for 5 months of trading) were made to Teltower Limited.
v. Design Care Group Ltd is a related party as it is owned by the Brankin Family Interest Trust. The Promisia Group had
entered into a fixed price agreement for the development of land surrounding the Ranfurly Residential Care Centre, with
Design Care Group Ltd. On 25 June 2021 Design Care Group Ltd entered a deed of assignment with Colspec Construction
Limited, the Group engaged to construct the villas and internal units. This means the fixed price agreement is now
directly between Colspec Construction Limited and Promisia Healthcare Limited. A shareholder of Colspec Construction
Limited has a 5% shareholding in Promisia Healthcare Limited. 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 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 Colspec Construction Limited. 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, 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. At reporting date 10 units
have been built and 3 ORAs have been signed.
vi. No balances with related parties were written off or forgiven in the year.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the 12 months ended 31 March 2022
41
ANNUAL REPORT 2022

16. SHARE CAPITAL
12 MONTHS
ENDED
31 MARCH 2022
12 MONTHS
ENDED
31 MARCH 2022
15 MONTHS
ENDED
31 MARCH 2021
15 MONTHS
ENDED
31 MARCH 2021
SHARES 000$000SHARES 000$000
Balance at beginning of financial period21,021,209
77,060
2,151,79758,526
Shares issued 263,766
235
18,869,41118,869
Less share issue cost(19)
(355)
Balance at end of financial period21,284,975
7 7, 2 7 6
21,021,20977,060
Issued and fully paid ordinary shares
2022
There were 21,284,975,154 ordinary shares on issue at 31 March 2022 (15 months to 31 March 21: 21,021,209,451).
On 1st April 2021, 250,000,000 fully paid ordinary shares were issued at a price of $0.001 per share to wholesale
investors.
On 30th July 2021, Promisia completed the acquisition of shares held by persons with less than a minimum holding.
The total shares acquired were 51,518,410 at consideration of $0.096m of which $0.019m was donated to KidsCan for
shareholders who could not be traced or did not advise a bank account and/or kindly donated their sale proceeds.
On 30th July 2021, 50,000,000 new shares were allotted at an issue price of $0.001 per share to wholesale investors.
On 30th July 2021, 15,285,000 new shares were allotted at an issue price of $0.002 per share in consideration for
services provided to Promisia which equates to $0.030m.
Following these transactions total shareholder numbers reduced from 1,952 to 600.
2021
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.
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.
• 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
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the 12 months ended 31 March 2022
42
PROMISIA HEALTHCARE LIMITED

17. EARNINGS PER SHARE
12 MONTHS
ENDED
31 MARCH 2022
15 MONTHS
ENDED
31 MARCH 2021
$000$000
Net Gain / (Loss) from continuing operations 2,008 26
Net Gain / (Loss) from discontinued operations1930
CENTS
PER SHARE
CENTS
PER SHARE
Basic and diluted earnings from continuing operations
per share
0.009460.0004
Basic and diluted earnings from discontinued operations
per share
0.0001
0.0004
NUMBER OF
SHARES
000’S
NUMBER OF
SHARES
000’S
Weighted average number of shares for basic and diluted EPS21,222,1347,0 7 7, 5 5 5
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
(2021: nil).
18. 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,
trade and other receivables and related party advances. The maximum credit risk at 31 March 2022 is the carrying
amount of these assets. The Group does not require collateral from its debtors.
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 2022 was $1.78m (2021: $1.74m) and there were no material overdue
debtors at 31 March 2022 (2021: $nil). There is a provision for credit loss recorded of $0.018m (2021: $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 (2021: $9.5m) of bank debt that is floating interest rate. A 1% increase in interest rates
would cost the Group an additional $0.095m (2021: $0.095m) in interest expense annually.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the 12 months ended 31 March 2022
43
ANNUAL REPORT 2022

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
20222021
CURRENTNON-CURRENTCURRENTNON-CURRENT
Less
Than
1 Year
1-2
Years
2-4
Years
5+
YearsTOTAL
Less
Than
1 Year
1-2
Years
2-4
Years
5+
YearsTOTAL
$000$000$000$000$000$000$000$000$000$000
Financial Liabilities:
Trade Payables and
accruals
4,167 - - - 4,1672,837 - - - 2,837
Bank loans (secured) 692 708 10,645 - 12,046 677 692 10,933 420 12,722
Other loans
108 - 5,000 - 5,108 172 73 5,146 720 6,111
Interest obligations
1,078 1,062 1,332 - 3,525 1,101 1,097 1,329 436 3,963
Occupancy advances 2,498 2,498 4,662 1,596 11,437 2,406 2,406 4,662 1,058 10,533
Lease liabilities - - --- 479 509 1,112 7,940 10,040
8,543 4,269 21,874 1,596 36,283 7,672 4,777 23,182 10,574 46,206
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 2022.
The Group renews its facilities annually to ensure an appropriate portion matures on a regular basis. Refer Note 26.
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 $0.98m (2021: $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. The Australian entity was deregistered in February
2022 and the USA entity is in the process of deregistration.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the 12 months ended 31 March 2022
44
PROMISIA HEALTHCARE LIMITED

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 year ending 31 March 2022.
19. AUDIT
The financial statements for the Year ended 31 March 2022 have been audited. The comparative period for 15 months
ending 31 March 2021 has been audited.
Audit fees of $0.067m (2021: $0.050m) are provided for the audit of the 2022 financial statements only. A one-off
interim audit to 30 October 2020 with fees of $0.032m was undertaken during the comparative period to assist with
the purchase treatment of the aged care assets. There were no other fees paid to the Auditor.
20. OPERATING SEGMENTS
The Group operates a number of 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 as a whole.
Therefore, it is appropriate to report solely on the Group performance.
During the previous reporting period the Group 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.
21. CAPITAL COMMITMENTS
On the 23 December 2021, Promisia Healthcare Limited entered a conditional agreement with its Landlord Teltower
Limited (vendor) to acquire Aldwins House for $13 million. Under the agreement the vendor agreed to lend $4 million
of the purchase price on a four-year term. Debt funding was secured from the BNZ for $7.5 million and Senior Trust for
$1.5 million. All conditions of this acquisition were met by the 31 March 2022 and settlement took place after balance
date on 1 April 2022.
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.
At the 31 March 2022 four 2-bedroom villas had been completed and sold. A further nine will be completed in the first
half of the coming financial year. All have been presold and deposits received. This leave a further nineteen villas to be
constructed and sold.
22. CONTINGENT LIABILITIES
There are no contingent liabilities at the reporting date (2021: $nil).
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the 12 months ended 31 March 2022
45
ANNUAL REPORT 2022

23. RECONCILIATION OF NET GAIN AFTER TAX WITH NET CASH FLOW FROM
OPERATING ACTIVITIES
12 MONTHS
ENDED
31 MARCH 2022
15 MONTHS
ENDED
31 MARCH 2021
$000$000
Net gain from continuing operations2,00826
Adjusted for:
Movements in balance-sheet items
Occupancy advances 9041,156
Trade and other payables1,3451,979
Trade and other receivables 203(1,927)
Income Tax578 478
Non-cash items:
Depreciation and amortisation141 99
Depreciation of right-of-use-assets667 278
Deferred tax(360) (303)
Fair-value movement of investment properties222(1,250)
Gain on lease(943)-
Discontinued operations net of tax 2630
Net operating cash flows4,7 9 1566
24. SUBSIDIARY COMPANIES
The subsidiaries (controlled entities) held by the parent company were as follows:
PRINCIPAL
ACTIVITIES
COUNTRY OF
INCORPORATION
31 MARCH
2022
INTEREST
HELD BY
PARENT (%)
31 MARCH
2021
INTEREST
HELD BY
PARENT (%)
Eileen Mary Age Care Limited Rest home operation New Zealand100100
Eileen Mary Age Care Property Limited Village ownership New Zealand100100
Ranfurly Manor Limited Rest home operation New Zealand100100
Ranfurly Manor No: 1 Limited Village ownership New Zealand100100
Nelson Street Rest Home Limited Rest home operation New Zealand100100
Aldwins House Limited Rest home operation New Zealand100100
Aged Care Holdings Limited Holding company New Zealand100100
Promisia Limited Active company New Zealand100 100
Benefit Arthritis Limited Inactive New Zealand100 100
Promisia Trustee Limited Trustee New Zealand100 100
Promisia Australia Pty Limited Deregistered Australia- 100
Promisia (USA) LLC Inactive United States100 100
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the 12 months ended 31 March 2022
46
PROMISIA HEALTHCARE LIMITED

25. KEY MANAGEMENT PERSONNEL COMPENSATION
The compensation of the directors and executives, being the key management personnel of the Group, is set out
below.
12 MONTHS
ENDED
31 MARCH 2022
15 MONTHS
ENDED
31 MARCH 2021
$000$000
Salaries and short term employee benefits including
termination benefits
370 359
26. SUBSEQUENT EVENTS
Aldwins House
The Group entered a conditional agreement with its Landlord to acquire Aldwins House for $13 million. Settlement
took place after balance date on 1 April 2022 (refer Notes 13 and 21). On 1 April 2022 the Group borrowed $7.5m from
BNZ, $1.5m from Senior Trust and the vendor provided $4.0m of financing.
Other
There has been no other matters or circumstances, which has arisen since 31 March 2022 that has significantly
affected or may significantly affect:
(a) the operations, in financial years subsequent to 31 March 2022 of the Group or
(b) the results of those operations, or
(c) the state of affairs, in financial years subsequent to 31 March 2022, of the Group.
There are no other matters or circumstances other than already disclosed since the end of the reporting year that
have significantly or may significantly affect the Group’s operations.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the 12 months ended 31 March 2022
47
ANNUAL REPORT 2022

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 of Promisia Healthcare Limited (the
Company) and its subsidiaries (the Group), which comprise the consolidated balance
sheet as at 31 March 2022, and the consolidated statement of comprehensive income,
consolidated statement of changes in equity and consolidated statement of cash flows for
the year 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 2022, and of its
consolidated financial performance and its consolidated cash flows for the year then
ended in accordance with New Zealand equivalents to International Financial Reporting
Standards (NZ IFRS) 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.






ACQUISITION OF ALDWINS HOUSE
Area of focus - Refer also to Notes 13, 21 & 26 How our audit addressed it
On 30 March 2022 the Group confirmed all
conditions for the acquisition of the Aldwins House
facility for $13.0m had been met and it was
unconditional to settle the acquisition. This facility
was already leased by the Group.
The contract was to settle on 31 March 2022,
however title was transferred on 1 April 2022. The
property was not recorded as an asset at 31 March
2022.
There was a modification to the lease which
resulted in significant adjustment to the lease
liability and Right of Use asset at 31 March 2022
and also resulted in a $0.9 million gain being
recorded.
We have given specific audit focus and attention to
this areas as the transaction occurred around the
reporting date and the value is significant to the
Group.
Our audit procedures included:
— Reviewed and analysed the contracts underlying the
transaction
— Completed detailed consideration of relevant
accounting standards for the transaction
— Ensured appropriate disclosure has been included in
the consolidated financial statements
INVESTMENT PROPERTY
Area of focus - Refer also to Note 10 How our audit addressed it
The Group owns significant Investment Property
which has been recorded at fair value at 31 March
2022 at $42.0m.
The valuation of the Group’s retirement village
portfolio is inherently subjective and is based on
unobservable inputs. 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.
A small variation of certain assumptions could
result in a material adjustment to the carrying
values which is why this is an area of audit which is
the reason why we have given specific audit focus
and attention to this area.


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
— Held separate discussions with the Directors to gain
an understanding of the assumptions applied and
estimates used
— Engaged 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
— Ensured appropriate disclosure has been included in
the consolidated financial statements

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 of Promisia Healthcare Limited (the
Company) and its subsidiaries (the Group), which comprise the consolidated balance
sheet as at 31 March 2022, and the consolidated statement of comprehensive income,
consolidated statement of changes in equity and consolidated statement of cash flows for
the year 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 2022, and of its
consolidated financial performance and its consolidated cash flows for the year then
ended in accordance with New Zealand equivalents to International Financial Reporting
Standards (NZ IFRS) 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.



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 of Promisia Healthcare Limited (the
Company) and its subsidiaries (the Group), which comprise the consolidated balance
sheet as at 31 March 2022, and the consolidated statement of comprehensive income,
consolidated statement of changes in equity and consolidated statement of cash flows for
the year 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 2022, and of its
consolidated financial performance and its consolidated cash flows for the year then
ended in accordance with New Zealand equivalents to International Financial Reporting
Standards (NZ IFRS) 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.


48
PROMISIA HEALTHCARE LIMITED

ACQUISITION OF ALDWINS HOUSE
Area of focus - Refer also to Notes 13, 21 & 26 How our audit addressed it
On 30 March 2022 the Group confirmed all
conditions for the acquisition of the Aldwins House
facility for $13.0m had been met and it was
unconditional to settle the acquisition. This facility
was already leased by the Group.
The contract was to settle on 31 March 2022,
however title was transferred on 1 April 2022. The
property was not recorded as an asset at 31 March
2022.
There was a modification to the lease which
resulted in significant adjustment to the lease
liability and Right of Use asset at 31 March 2022
and also resulted in a $0.9 million gain being
recorded.
We have given specific audit focus and attention to
this areas as the transaction occurred around the
reporting date and the value is significant to the
Group.
Our audit procedures included:
— Reviewed and analysed the contracts underlying the
transaction
— Completed detailed consideration of relevant
accounting standards for the transaction
— Ensured appropriate disclosure has been included in
the consolidated financial statements
INVESTMENT PROPERTY
Area of focus - Refer also to Note 10 How our audit addressed it
The Group owns significant Investment Property
which has been recorded at fair value at 31 March
2022 at $42.0m.
The valuation of the Group’s retirement village
portfolio is inherently subjective and is based on
unobservable inputs. 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.
A small variation of certain assumptions could
result in a material adjustment to the carrying
values which is why this is an area of audit which is
the reason why we have given specific audit focus
and attention to this area.


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
— Held separate discussions with the Directors to gain
an understanding of the assumptions applied and
estimates used
— Engaged 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
— Ensured appropriate disclosure has been included in
the consolidated financial statements
49
ANNUAL REPORT 2022

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 this 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. 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: Audit Report 1 » XRB 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

30 June 2022



ACQUISITION OF ALDWINS HOUSE
Area of focus - Refer also to Notes 13, 21 & 26 How our audit addressed it
On 30 March 2022 the Group confirmed all
conditions for the acquisition of the Aldwins House
facility for $13.0m had been met and it was
unconditional to settle the acquisition. This facility
was already leased by the Group.
The contract was to settle on 31 March 2022,
however title was transferred on 1 April 2022. The
property was not recorded as an asset at 31 March
2022.
There was a modification to the lease which
resulted in significant adjustment to the lease
liability and Right of Use asset at 31 March 2022
and also resulted in a $0.9 million gain being
recorded.
We have given specific audit focus and attention to
this areas as the transaction occurred around the
reporting date and the value is significant to the
Group.
Our audit procedures included:
— Reviewed and analysed the contracts underlying the
transaction
— Completed detailed consideration of relevant
accounting standards for the transaction
— Ensured appropriate disclosure has been included in
the consolidated financial statements
INVESTMENT PROPERTY
Area of focus - Refer also to Note 10 How our audit addressed it
The Group owns significant Investment Property
which has been recorded at fair value at 31 March
2022 at $42.0m.
The valuation of the Group’s retirement village
portfolio is inherently subjective and is based on
unobservable inputs. 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.
A small variation of certain assumptions could
result in a material adjustment to the carrying
values which is why this is an area of audit which is
the reason why we have given specific audit focus
and attention to this area.


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
— Held separate discussions with the Directors to gain
an understanding of the assumptions applied and
estimates used
— Engaged 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
— Ensured appropriate disclosure has been included in
the consolidated financial statements
50
PROMISIA HEALTHCARE LIMITED

CORPORATE 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 12 months ended 31 March 2022 (FY22), 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.
In addition, the company does not donate to political parties.
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 early FY22.
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 Company’s securities other than as disclosed in Notes 16 and 17.
Details of matters entered into the Interests Register by individual Directors during FY22 are outlined on page 59 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.
51
ANNUAL REPORT 2022

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 2022, the Board was comprised of two independent Directors and two non-independent Executive
Directors. 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. The Board is satisfied that each Director has the
necessary time available to devote to the position, and skills and expertise which add value to the Board and the
Company.
During FY22, the following changes were made to the Board:
• Duncan Priest retired from the Board at the 2021 Annual Shareholders’ Meeting in August 2021.
• Andrew Mitchell was appointed to the Board as non-independent Executive Director on 23 December 2021. He has
extensive industry knowledge and experience and provides additional business development services to Promisia.
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 Board supports the separation of the roles of Chairman and CEO. Promisia’s Chairman is an Independent Director
who is elected by the Directors.
As at 31 March 2022, Board members were:
• Stephen Underwood, Independent Chairman
• Helen Down, Independent Director
• Thomas Brankin, Non-Independent Executive Director (Thomas Brankin and associated interests hold a 52.79%
shareholding in Promisia Healthcare Limited)
• Andrew Mitchell, Non-Independent Executive Director (Andrew Mitchell has a 7.03% shareholding in Promisia
Healthcare Limited).
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 composition of the Board is reviewed regularly to ensure the Board maintains an appropriate balance of skills,
experience and expertise. The Board has developed a skills matrix and takes into account a number of factors
including qualifications, experience and skills. The Board believes that the current Directors offer valuable and
complementary skill sets.
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. All new
Directors enter into a written agreement with Promisia, establishing the terms of their appointment.
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.
52
PROMISIA HEALTHCARE LIMITED

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.
For Promisia, diversity includes, but is not limited to, characteristics such as cultural background and ethnicity,
gender, gender identity, sexual orientation, age, religious beliefs, differences in physical abilities, languages and
education.
Promisia’s approach to diversity is outlined in the Diversity and Inclusion Policy. For the 12 months ended 31 March
2022, 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. Following the appointment of the CEO in August 2021, as at 31 March 2022
females represented 20% of Directors and Officers of the Company (FY21: 25%). Promisia has 335 employees of which
10% are male and 90% are female.
As at 31 March FY22 MaleFY22 FemaleFY21 MaleFY21 Female
Directors3131
Officers 1000
Total4 (80%)1 (20%)4 (75%)1 (25%)
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: Stephen Underwood, Helen Down, Andrew Mitchell
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 one of these has an accounting or financial background. The Committee’s chair is currently 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.
CORPORATE GOVERNANCE
53
ANNUAL REPORT 2022

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.
The table below sets out Director attendance at Board and Committee meetings during FY22.
Board
Meeting
Audit and Risk Management
Committee
Stephen Underwood9/91/1
Duncan Priest
*
3/9
Helen Down9/91/1
Tom Brankin9/9
Andrew Mitchell
**
2/9
*
Duncan Priest retired from the Board on 12 August 2021
**
Andrew Mitchell was appointed to the Board on 23 December 2021
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.
CORPORATE GOVERNANCE
54
PROMISIA HEALTHCARE LIMITED

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.
For the 12 months ended 31 March 2022, 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 CEO 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 encourages 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.
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 is developing a Remuneration Policy which outlines the processes and framework for remuneration of
company employees.
Details of Director remuneration in FY22 is detailed below. Executive remuneration, including entitlements, is set out
on pages 47 and 56 of the Annual Report.
Remuneration of directors
The amount payable currently to each non-executive Director is $27,000 per annum (other than the Chairman). The
Chairman is paid $75,000 per annum. Additional fees may be paid to Directors for work undertaken outside their
Director’s duties, as approved by the Board. Andrew Mitchell provides additional support on Promisia’s Business
Development activity.
CORPORATE GOVERNANCE
55
ANNUAL REPORT 2022

The Company’s remuneration policy is in line with best practice guidelines from the New Zealand Institute of
Directors. Directors are entitled to be reimbursed for cost directly associated with carrying out their duties, including
travel costs. Board policy is that no sum is paid to a Director upon retirement or cessation of office.
Director
Fees
Committee
Fees
Fees for Additional
Services
FY22
Total
Stephen Underwood (Chair)$75,000--$75,000
Helen Down$25,000--$25,000
Tom Brankin--$50,000$50,000
Duncan Priest
*
$9,375--$9,375
Andrew Mitchell
**
$7,112-- $7,112
Total Fees$116,487-$50,000$166,487
*
Duncan Priest retired from the Board on 12 August 2021
**
Andrew Mitchell was appointed to the Board on 23 December 2021
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 CEO’s remuneration comprises a fixed base salary, and a
long term incentive, being participation in the Group’s Staff Share Scheme.
SalaryBenefitsTotal Remuneration
FY22Chris Brown
*
204,363Nil204,363
FY20/21Rene de Wit
**
175,422Nil175,422
*
Chris Brown was appointed as CEO on 23 August 2021 and resigned on 22 April 2022.
**
Rene de Wit resigned as CEO, effective from 9 December 2020.
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 managing risk proactively. While this is the responsibility of the whole Board, the Audit and
Risk Management Committee assists the Board and provides additional oversight regarding the risk management
framework and monitoring compliance with that framework.
The Board delegates day to date management of the risk to the Chief Executive Officer. 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 43 to 45 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.
CORPORATE GOVERNANCE
56
PROMISIA HEALTHCARE LIMITED

• 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.
• Over the last two financial years, Covid-19 has presented a risk to the company and the staff and residents of
its facilities. Processes and procedures to manage the risks of Covid-19 to both staff and residents have been
developed and implemented successfully. While the Omicron variant of Covid-19 has been less serious than earlier
variants, the possible impact of new variants is unknown. The company will use its proven Covid-19 management
policies and practices, amended as required, to manage any new outbreaks of Covid-19.
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 during FY22.
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 FY22, William Buck New Zealand was the external auditor for Promisia Healthcare Limited. William Buck was first
appointed as auditor on 31 May 2019. Partner rotation occurs every five years.
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 FY22. The amount of fees paid to William Buck during FY22 is
identified on page 45.
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 (either virtually or in person), and the Audit
Director is available to answer questions from shareholders at that Meeting.
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.
CORPORATE GOVERNANCE
57
ANNUAL REPORT 2022

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).
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. All shareholders are given the option to elect to receive electronic communications from the Company.
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 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 Promisia’s staff, suppliers, and customers.
Variance to NZX Corporate Governance Code
NZX Code PrincipleNZX Code
Recommendation
Key DifferenceStatus
2. Board Composition2.5 An issuer’s Diversity
Policy should include
measurable objectives
PHL does not have
measurable objectives in
place
Management encourage
a culture of diversity and
inclusiveness at PHL and
provide regular reporting
and monitoring on diversity
to the Board
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 FY23
5. Remuneration5.2 Remuneration policy for
remuneration of directors
and officers
PHL does not have a
Remuneration Policy
Policy will be prepared in
FY23
CORPORATE GOVERNANCE
58
PROMISIA HEALTHCARE LIMITED

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 2022:
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 Life LtdShareholder and Director
Minturn Trustee LtdDirector
Qualitech IP LtdDirector
Tom BrankinPromisia Healthcare Limited and subsidiariesShareholder and Director
Aldwins Retirement Village LtdShareholder and Director
Ranfurly Manor Holdings LtdShareholder and Director
Eileen Mary Holdings LtdShareholder and Director
iAgri LtdShareholder and Director
Design Care Group LtdShareholder and Director
OTB Properties LtdShareholder and Director
Helen DownPromisia Healthcare Limited and subsidiaries Shareholder and Director
Advisory Boards NZ LimitedShareholder and Director
Helen Down LimitedShareholder and Director
Andrew MitchellPromisia Healthcare LimitedShareholder and Director
HQ GroupShareholder and Director
Property HQ LtdShareholder and Director
Fitout HQ LtdShareholder and Director
Homes HQ LtdShareholder and Director
Development HQ LtdShareholder and Director
Independent Trades HQ LtdShareholder and Director
Directors Holdings
DirectorShares Held
Stephen Underwood
115,602,227
Thomas Brankin
11,237,167,511
Helen Down
500,000
Andrew Mitchell
1,497,102,561
OTHER DISCLOSURES
59
ANNUAL REPORT 2022

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
The Company has not relied on any waivers from the NZX Listing Rules in the year ending 31 March 2022.
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.
$FY22FY21
$100,000 - $140,00011
$180,001 - $190,0001
$200,001 - $210,0001
Directors Remuneration
Included on page 55 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 (resigned 12 August 2021)
3 October 201231 May 2018
Andrew Mitchell23 December 2021-
Donations
The Group made no donations during the period 1 April 2021 to 31 March 2022.
OTHER DISCLOSURES
60
PROMISIA HEALTHCARE LIMITED

Top 20 shareholders as at 21 June 2022
RankHolderNumber Held% Held
1Thomas David Brankin & Michael John Kirwin Lay11,237,165,711 52.79
2Andrew Raymond Mitchell 1,497,102,5617.03
3Jillian Mary O`Brien 1,089,329,0665.12
4Donald Hamish Mackintosh 893,789,2424.20
5Public Trust Limited 515,000,0002.42
6Jarden Custodians Limited 500,000,0002.35
6Derek Montgomery Daniel & Aka Trustees Limited 500,000,0002.35
7Aeneas Edward O`Sullivan 265,000,0001.25
83 J`S Limited 244,745,8341.15
9Christchurch Treeman Limited 200,000,000 0.94
10Ian David Penny & Alexander James Mcphail & David Kenneth Brown 200,000,000 0.94
10Brian John Drake 200,000,000 0.94
11Turk Holdings Limited 167,189,054 0.79
12Douglas John Braithwaite 129,999,999 0.61
13William Noel Coughlan & Judith Wynne Coughlan 120,000,000 0.56
14Stephen Underwood 115,602,227 0.54
15Andrew Alan Bardsley & Jacquiline Anne Bardsley 115,000,000 0.54
16George Craig Royal 113,508,830 0.53
17Malcolm Robert Ward 100,000,000 0.47
18Peter John Esling 93,385,500 0.44
19Eoin Malcolm Miller Johnson65,000,0000.31
20Maurice Duncan Priest60,819,6480.29
Spread of shareholders
Holding RangeNo of HoldersTotal Shares% Issued Capital
1-1000230%
1001-500015,0000%
5001-10000220,0000%
10001-5000041,60,0000%
50001-100000111,030,3510%
Greater than 100,00058321,283,759,800100%
OTHER DISCLOSURES
61
ANNUAL REPORT 2022

Total shares on issue
No of HoldersTotal Shares%
Top 20
2018,551,209,10587.16%
Other Investors
5912,733,766,04912.84%
Total
61121,284,975,154100.00%
Substantial product holders
NameNo of Shares% Held
Date of
Disclosure
Notice
Jillian Mary O’Brien1,088,929,0665.117931/03/21
Thomas David Brankin and
Michael John Kirwin Lay as
trustees of the Brankin Family
Interest Trust
11,237,165,71153.4531/03/21
Andrew Mitchell1,497,102,5617.03323/12/21
Auditors’ fees
These are detailed in Note 20 to the financial statements.
OTHER DISCLOSURES
62
PROMISIA HEALTHCARE LIMITED

DIRECTORY
Registered office and address for service
66 High Street, Leeston
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, Non-independent Executive Director
Helen Down, Independent Director
Andrew Mitchell, Non-independent Executive Director
Auditor
William Buck Audit (NZ) Limited
Level 4, 21 Queen Street
Auckland 1010
Share Registrar
Link Market Services
Level 30, PwC Tower
15 Customs Street West
Auckland 1010
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 6011
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 5998or 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.
63
ANNUAL REPORT 2021

www.promisia.co.nz