Promisia Healthcare Limited 2023 Annual Report

Annual Report 2023
FOR THE YEAR ENDED 31 MARCH 2023

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 2023 (FY23). In this report we detail our performance
over the FY23 year, share our strategy for future growth and highlight a
few of the stories that make Promisia the aged care provider of choice in
our communities and a valued home for our residents.
This report can be read online at:
https://www.promisia.co.nz/investor-centre/#reports-&-results.
Helen Down
Acting Chair
29 June 2023
Our Business 4
Strategic Progress 5
Operating Highlights 6
Financial Snapshot 7
Chair’s Report 9
Our Strengths 14
Principals of Care 16
Our Board & Leadership 18
Financial Statements 19
Notes to the Financial Statements 24
Independent Auditor’s Report 51
Corporate Governance 55
Other Disclosures 67
Directory 70

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PROMISIA HEALTHCARE LIMITED

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ANNUAL REPORT 2023

Our Business
Providing the care people need as they age
We are committed to doing the right thing for senior
New Zealanders. This entails offering care that is
appropriate and sensitive to people’s individual
requirements as they age. At the heart of our business
is our focus on providing personalised quality care
for senior New Zealanders who need higher levels of
specialised care and support.
Our care is founded on trust. We strive to build strong
relationships with our residents and their families,
ensuring open communication, transparency, and peace
of mind. We pride ourselves on doing what we said we
would do, behaving with integrity and respecting our
residents who have entrusted us with their care.
Our aged care facilities are located in well-established
and well serviced towns and metropolitan areas. They
are integrated into their local communities and provide
the best possible care for local residents looking to stay
close to the area 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, providing
valuable and much needed support for families and
whanau.
Promisia is a New Zealand
based aged care and retirement
living provider, with a focus on
delivering quality personalised
care. Our aim is to be the aged
care provider of choice in our
communities.
Care Beds including care suites369
Independent Living units26
Staff278
Average bed occupancy87%
Ranfurly Manor, Feilding
Nelson Street, Feilding
Eileen Mary, Dannevirke
Aldwins House, Christchurch
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PROMISIA HEALTHCARE LIMITED

Strategic Progress
Providing the care people need as they age
At the heart of our business is our focus on providing personalised care that focuses
on respecting and helping our residents who need more of a helping hand
Stronger
Business
Invest in our business
and our people, creating
a robust scalable
platform for growth, with
strong leadership and
governance
Maximise
Occupancy
Grow revenue through
offering quality care to
maximise occupancy at
existing and future facili-
ties; and repurposing beds
as needed to meet market
demand
Diverse
Revenue Streams
Increase the focus on
independent living
options, broaden the
range of services at
each facility and increase
the number of higher
acuity beds
Network
Expansion
Grow our network
through strategically
located value-accretive
acquisitions, brownfield
and greenfield
developments
Our goal is to profitably grow our business in a
sustainable manner, delivering quality care to our
residents, peace of mind to their families and whanau,
and excellent value to our villages, community and
shareholders.
Our primary focus areas in FY23 were continuing
to strengthen the foundations of the business to
support future growth, progressing the Ranfurly
Manor village development, and increasing occupancy
and operational efficiencies at Aldwins House. We
are pleased with the progress that has been made
against these objectives, as we continue to refine and
strengthen our strategic focus and grow our business.
Our strategy is based on identified
pathways which we believe will
deliver long term growth.
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ANNUAL REPORT 2023

Operating Highlights
• Strengthened the organisation with value adding roles to support and grow Promisia, and
invested into business infrastructure, people and technology
• Completion of acquisition of Aldwins House land and buildings on 1 April 2022
• Positive progress being made to improve and accelerate returns from each facility
• Increased occupancy at Aldwins House, bringing it to a profitable position, with all
facilities now generating positive profit contributions
• Agreed to variation of the development arrangement and accelerated development plan
for Ranfurly Manor village
• Acquired three small but strategically important land sites, abutting existing properties
and providing immediate and future development potential as well as protecting and
leveraging existing properties
• Increased Board experience with appointment of industry expert, Craig Percy, as an
Independent Director
1
EBITDAF is operating earnings before interest, tax, depreciation, amortisation and fair value adjustments and is a non-GAAP number.
OPERATIONAL METRICS
As at 31 March 2023
FY23FY22
Available care beds (including care suites)369359
Bed occupancy87%86%
EBITDAF
1
per available care bed$10,778$9,833
Village units2616
Team members278260
Owned facilities43
Leased facilities-1
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PROMISIA HEALTHCARE LIMITED

Financial Snapshot
FY23
$000
FY22
$000
% Change
Operating Revenue23,834
2
19,93920%
Fair value movement47(222)121%
EBITDAF
3
3,5354,473
4
(21)%
Underlying EBITDAF
5
4,1073,53016%
Net gain for the period6922,027(66)%
Total assets71,76151,53539%
Cash and cash equivalents2,0592,411(15)%
Debt30,87217,15480%
Net operating cash flow7,0 744,7 9 148%
FY23
$000
FY22
$000
EBITDA3,5824,251
Fair value movement in property(47)222
EBITDAF3,5354,473
Gain on termination of lease-(943)
Discretionary Executive Director
payment*
250-
Holiday pay provision322-
Underlying EBITDAF$4,107$3,530
2
Includes gain on sale of investment properties of $0.4m
3
EBITDAF is operating earnings before interest, tax, depreciation, amortisation and fair value adjustments and is a non-GAAP number.
4
Includes FY22 adjustment for gain on lease termination of $0.9m
5
Underlying EBITDAF is EBITDAF excluding transactions considered to be non-trading in nature or size. Excluding these transactions
from normalised earnings can assist users in forming a view of the underlying performance of the Group. Non-trading adjustments of
$0.44m are included in the FY23 results.
*Payment made to Tom Brankin for services rendered during the financial year
FINANCIAL HIGHLIGHTS
NON-GAAP FINANCIAL INFORMATION
Reconciliation of EBITDA to Underlying EBITDAF
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ANNUAL REPORT 2023

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PROMISIA HEALTHCARE LIMITED

Chair’s Report
Our priority over the past year has been to establish
strong foundations for Promisia’s future growth.
Investment has been made into systems and people,
while continuing to drive efficiencies across the
business. We were pleased to acquire the land and
buildings for Aldwins House in Christchurch, at the start
of the financial year. We have also progressed initiatives
under our growth strategy including advancing the
Ranfurly Manor village development in Fielding and
increasing occupancy at Aldwins House. In both cases,
this will enable us to realise the financial gains from
these facilities sooner.
As part of our growth strategy, we have assessed
a number of potential acquisitions and greenfield
development opportunities but are mindful that
these must meet our investment criteria and be value
accretive for our shareholders. In March 2023, we were
pleased to announce three small but important land
acquisitions, which abut our existing properties and
provide immediate and future development potential.
Acquisition of these properties also protects Promisia’s
investment in two of its key facilities.
Financial performance
Results for the year were pleasing during a period
of investment in the business. Income for the period
increased by 20% to $23.8 million, including a $0.4
million gain on sale of investment property. Excluding
a $0.9 million gain on lease termination related to the
acquisition of Aldwins House land and buildings in
FY22, revenue increased by 25% year on year.
Our revenue is sourced primarily from Government
funding (approximately 70%) with the remainder from
private payment. Promisia is strategically shifting the
mix of revenue to generate a greater share from private
payment for care suites and independent living units.
During the year, there were 11 new sales and 9 resales of
occupation rights agreements (ORAs) completed.
The challenging macro-economic trends including
inflationary pressure and a very tight labour market,
particularly for nurses and care givers, have led to
increased costs. Careful cost management has helped
to mitigate some of this impact. Earnings excluding
fair value movements (EBITDAF) were $3.5 million
for the period, down 23% on FY22 which included a
$0.9 million gain on lease termination. Underlying
EBITDAF, which excludes non-trading and one-off
transactions, was $4.1 million, 16% higher year on
year. The Group reported an FY23 net profit after tax
of $0.7 million. There was a further fair value increase
to properties, not classed as investment properties,
of $0.7 million bringing comprehensive income for the
year to $1.4 million.
At 31 March 2023, total assets were $71.8 million.
The increase of $20.2 million was due to the acquisition
of Aldwins House land and buildings, the Ranfurly
Manor village expansion and the purchase of three
development properties. Cash and cash equivalents
were $2.0 million as at 31 March 2023. Debt increased
by $13.7 million to $30.9 million, which includes debt
associated with the acquisition of Aldwins House and
other properties.
Strategic progress
The primary focus areas in FY23 were threefold:
continuing to strengthen the foundations of the
business to support future growth; progressing the
Ranfurly Manor village development; and increasing
occupancy and operational efficiencies at Aldwins
House.
Dear Shareholders
On behalf of the Board, I am pleased to present Promisia Healthcare Limited’s annual report for the year ended
31 March 2023. The last year has been one of continued, positive progress for our company as we focused on
delivering value for our residents, their families, our communities, our people and our shareholders.
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ANNUAL REPORT 2023

Investment has been made into people and technology,
including the launch of a new payroll and rostering
system, as well as standardising systems across
Promisia’s four facilities.
Occupancy has continued to build at Aldwins House
and, along with a focus on improved efficiencies, it is
now contributing positive profit, turning around last
year’s lossmaking position.
The development on existing land at Ranfurly Manor
village is progressing well, with 14 care suites completed
and sold, and the 32 villas either completed or under
construction. In November 2022, we announced a
variation to the development agreement, agreeing an
increase in the fixed cost agreement with the developer,
in recognition of increased construction costs. In return,
the developer agreed to shorten the construction
timeframe from 2027 to 2024. The current expectation
is that construction should be completed in Q3 2023.
6
Providing a continuum of care is very important to us,
allowing our residents to age in place. Government
funded care services – rest home, hospital and
specialised care – remain under funding pressure.
Many of our beds are dual purpose, allowing us to
respond quickly to changing resident needs and adapt
our services to suit. We are well positioned to meet the
increasing demand for more specialised high level care,
which tends to generate higher margins and remains a
priority for us.
In addition to dual purpose beds, one of our key
strengths is our ability to respond and reconfigure our
facilities to meet the needs of our communities. At
Ranfurly Manor, for example, we are renovating and
reconfiguring a small number of care suites for those
who have requested a different layout and larger space.
Should there be additional demand for this new setup,
we will extend the new configuration to other rooms.
While we have historically been a provider of residential
aged care, a key part of our strategy is to broaden our
revenue base and reduce our reliance on Government
funding. In line with this, we have a number of strategic
We pride ourselves on being
different to the big corporate
players in our sector, with our
facilities providing a home-
like environment that reflects
the character of our local
communities.
6
See Note 27 in the Financial Statements for more information
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PROMISIA HEALTHCARE LIMITED

pathways: we are investing in more care suites, which
carry an additional supplement in return for greater
service levels, amenities and aesthetics; and we are
developing more independent living units (villas and
apartments), with occupational rights agreements
paid for by the resident. Promisia also benefits from
additional services paid for by the residents, as well as
gains on the value of the property on resale.
Network expansion
We pride ourselves on being different to the big
corporate players in our sector, with our facilities
providing a home-like environment that reflects the
character of our local communities. While our network
currently only comprises four facilities, of these,
Ranfurly Manor is the sixth largest aged care facility in
New Zealand and Aldwins House is also in the top 30.
We are looking to grow our network and five potential
acquisitions and greenfield development opportunities
were assessed over the year. However, we are mindful
that any acquisition must meet Promisia’s investment
criteria, including strategic objectives and risk profile,
and be value accretive for shareholders. Being small but
entrepreneurial, we also consider different finance and
partnership options for each potential acquisition.
We undertook extensive modelling and due diligence on
several facilities and properties with some opportunities
discarded and others still under consideration. This
process requires significant effort and time and is work
expertly carried out by our executive director, Tom
Brankin, with the support of external expertise if and
when required.
In March 2023, we announced three small but important
land acquisitions, which abut existing properties and
provide immediate and future development potential.
Acquisition of these properties also protects Promisia’s
investment in two of its key facilities.
We continue to assess new opportunities to either
switch accommodation types within our facilities, for
example, from care suites to serviced apartments;
build on existing land we own; or acquire new sites to
develop.
We also see opportunities to grow through the
acquisition of existing aged care facilities with
development potential or that offer strong returns.
As compliance, costs and regulation increase, smaller
operators are often left struggling. We are regularly
approached by owners to consider potential acquisitions.
This can be a lengthy process and, as with any
development acquisition, must satisfy a range of criteria.
Our people
Our thanks and gratitude go to our incredible team
of carers, nurses and support staff who provide our
residents with care, friendship, joy and respect every
day. They have continued to do this admirably, despite
the ongoing challenges of the pandemic and extreme
weather events across the year.
The lifting of border restrictions, residency fast track
for nurses and the introduction of a work to residence
pathway for care workers from September 2023, will
help to alleviate some of the labour shortages facing
the sector and the pressures on our staff. We are
fortunate to have a strong, long standing workforce at
Promisia, with many of our people recruited from our
local communities and through recommendation from
current employees. This helps to create the family
environment that is such an important part of who we
are. We are also pleased to have welcomed a number
of new team members in recent months from overseas,
who will help support our vision of delivering the care
people need as they age.
We continue to work hard to ensure a rewarding and
enjoyable workforce for our people. Health, safety and
wellbeing remain a priority for us. We are investing in
training for our Caregiving staff through Careerforce.
We have supported International Registered Nurses
through the CAP courses and our Registered Nurses
through internal and external training. Three of our
Facility Managers have enrolled in the Business
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ANNUAL REPORT 2023

Diploma course through Careerforce and are part way
through. There is also an extensive internal education
programme available for staff.
Aged care funding
Like others in our industry, we have been advocating for
higher funding for the sector for some time and, while
we were pleased with the Government’s commitment for
additional funding to bring aged care nurses’ pay up to
the level of public hospital nurses, the allocated funding
has fallen short. Pay equity with the public health sector
is essential to attract and retain these vital and qualified
members of our team. Without them and our other
dedicated carers, we would be unable to deliver the
high levels of care we believe all older New Zealanders
deserve. We continue to work closely with the aged care
sector to encourage appropriate funding which will allow
older people to receive quality care where and when
they need it.
Governance and Leadership
We were pleased to welcome Craig Percy as an
Independent Director in August 2022. Craig has over
20 years’ experience working in the aged care and
retirement village sectors in both New Zealand and the
United Kingdom.
Andrew Mitchell and Stephen Underwood stepped
down from the Board at the 2022 Annual Shareholders’
Meeting in August, and I took on the role of Acting
Chair. The company thanks Stephen and Andrew for
their contributions. In particular, Stephen provided
significant value, leading the Board for a number of
years and overseeing Promisia’s transition into an aged
care business in 2020.
As a small Board, we have developed very effective
relationships with select external advisers who support
our work with technical expertise. We thank them not
only for their support but for their genuine commitment
and passion for our business.
Promisia has engaged a governance advisor and is
undertaking a Board review to ensure the appropriate
mix of skills, experience and independence for
executing on Promisia’s growth strategy. This is
expected to be completed in Q3 2023 and we consider
it likely to lead to the Board eventually increasing to five
directors.
Stuart Bilbrough has advised that he will be stepping
down from the CEO role from 30 June 2023. Stuart
joined Promisia on a consulting basis in early 2022,
before taking on the role of CEO with a remit to
strengthen the business operations and establish a
platform for growth.
With key objectives now achieved, Stuart is moving
back to his consulting career. This has provided the
opportunity for the Board to consider the structure and
executive leadership needs of the company, to reflect
the gains and growth over the last 12 months and the
strategic opportunities ahead. An executive search is
underway, to recruit a Group General Manager who is
operationally focused, with the passion and expertise
to deliver occupancy, efficiencies and quality of care
across our group.
The Board would like to acknowledge and thank Stuart
and the leadership team for their efforts over the year.
As a small and streamlined team, they often fulfil
multiple roles. Their expertise, knowledge, passion
for our business and the aged care sector and belief
in our strategy are key components to our growth and
success.
Outlook
The demographics and future projections for the aged
care sector remain attractive, with increasing demand
for care, particularly in provincial New Zealand which is
often under-resourced. With the number of people aged
over 75 years expected to double to 600,000 in the
next 12 years, new facilities will need to be built to meet
demand and existing facilities expanded.
We are pleased with the progress being made as we
continue to focus on delivering quality personalised
care to our residents. Promisia is a small but well
positioned and nimble business. Our strategy positions
us to take advantage of market trends – our focus on
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PROMISIA HEALTHCARE LIMITED

local communities around New Zealand, our reputation
for quality care and respect for our residents, and our
growth strategy.
The investment we have made into our business in FY23
will deliver efficiency gains and benefits from FY24 and
onwards.
Over the next year, Promisia will continue its successful
growth formula, which is underpinned by our four key
pillars:
• Stronger business – investing in business and
people to create a robust scalable platform for
growth.
• Maximise occupancy – by offering quality care at
existing and future facilities, and repurposing beds
if needed to meet market demands.
• Diverse revenue streams – increase the focus on
independent living options, broaden the range of
services at each facility and increase the number of
higher acuity beds.
• Network expansion - grow Promisia’s network
through strategically located value-accretive
acquisitions, brownfield and greenfield
developments.
Your Board and Management are preparing for another
year of increased earnings and business growth in
FY24, as Promisia continues to deliver high quality care
and positions itself to be the aged care facility of choice
in each of our communities.
We remain focused on delivering increasing value to our
shareholders. Thank you for your continued support.
Helen Down
Acting Chair
Your Board and Management
are preparing for another year of
increased earnings and business
growth in FY24, as Promisia
continues to deliver high quality
care and positions itself to be
the aged care facility of choice in
each of our communities.

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ANNUAL REPORT 2023

• Our primary focus is on providing personalised quality care for senior
New Zealanders who need higher levels of specialised care and support
• We have a diverse revenue mix underpinned by stable recurring
revenue from Government funded care
• Our facilities are an important part of our local communities, made up
of our people, our residents and their whanau
• Our locations outside of the main centres offer lower land costs,
generally lower operating costs and strong average occupancy rates
given there are usually fewer facilities in the area
• We have a carefully considered growth strategy with existing
opportunities, and a strong business foundation to support growth
• Our preference is to own the land and buildings – all our current
facilities are owned
• We have strong management and governance structures
• We add value for our residents, people, communities and shareholders
ATTRACTIVE SECTOR DYNAMICS
• Strong demand underpinned by favourable
population demographics
• Growing demand for high needs and specialist aged
care, particularly in regional New Zealand
• Increasing compliance driving sector consolidation
• Variety of care and business models in the sector,
with different care offerings
Our Strengths
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PROMISIA HEALTHCARE LIMITED

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ANNUAL REPORT 2023

Promisia’s
Principles of Care
The Individual
At Promisia, we encourage and support our residents
to be involved in community events that they have
an interest in or connection to. This is one way of
acknowledging and recognising the life experience,
knowledge and abilities of our residents. Agriculture,
farming and all things related are very much a big part
of our communities in Dannevirke and Fielding, where
three of our four facilties are located.
Many of our residents have a strong farming background
and a field trip to the Rural Games in Palmerston North
was therefore a must-do. For our group of ex-farmers,
the sheep shearing, wood chopping, post hole digging
and fencing on display was great entertainment,
and they weren’t afraid to comment on participants’
techniques.
Quality of Life
A competitive game of Boccia is one of the many ways
that the staff at Aldwins House in Christchurch are
delivering Quality of Life for residents, helping them to
create connections and new friendships.
Boccia is similar to bowling, except that it can be played
while sitting in a chair or wheelchair. It’s no wonder that
it is one of the residents’ favourite activities at Aldwins
House. Even though it’s a social game, the rivalry
between the two teams can run deep. And while the
competition is in good jest, the most important aspect
about Boccia is the friendship that develops. When a
new resident joins the facility, their first social point of
call is often a game of Boccia.
At Promisia, we embrace personal
care with genuine compassion
and empathy and our team go the
extra mile to ensure every resident
feels valued and cherished. We
prioritise quality care and ensure
that each resident gets the
respect, attention and support
they deserve.
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PROMISIA HEALTHCARE LIMITED

Family and Whanau
Celebrating the diversity and cultures of our staff and
residents is important for building our communities
at Promisia. The annual Culture Day at Eileen
Mary Residential Home is always a favourite, with
family, whanau, residents and staff entertained and
participating in a showcase of activities. A range of
international food is available to sample and guests
dress in their national costumes. This is a way for
Promisia to celebrate the diverse culture heritage at
our facilities and to share values and traditions with
residents, family and friends across our community.
The Environment
For older people living with dementia, it can sometimes
be difficult to remember where they live or how to get
back home if they go out for a walk. Promisia staff
have come up with a very simple solution – rubber
wristbands with the resident’s name and facility name
and contact number. These have proven so useful that
even active residents with no dementia have taken to
wearing them in case of an accident. This is just one
example of Promisia’s team using innovative thinking to
support residents and provide a safe environment.
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ANNUAL REPORT 2023

Our Board & Leadership
HELEN DOWN BCA, FCIM
Acting Independent Chair | Appointed 30 May 2017
Helen is a well-known Wellington-based specialist
in strategy, marketing and governance. She is
recognised for being instrumental in the growth of
innovative and exciting small and medium-sized
businesses, across a wide range of industry sectors.
THOMAS BRANKIN
Dip Agriculture & Dip Farm Management
Executive Director | Appointed 7 May 2013
Tom has been involved in building and operating aged
care facilities and retirement villages for the last 30
years. He is currently the majority shareholder and
an executive director of Promisia. His other interests
include commercial and residential property and farm
management software.
CRAIG PERCY
BMS
Independent Director | Appointed 19 August 2022
Craig has had over 20 years’ experience in the aged
care and retirement village sectors, in both New
Zealand and the United Kingdom. This includes
holding the role of Chief Operating Officer at LifeCare
Residences in London and the role of General
Manager at ElderCare New Zealand Limited, now part
of NZX-listed Oceania Healthcare. Separately from
his role as a director of Promisia, Craig also has an
ownership in a retirement village in Greytown.
STUART BILBROUGH
BCom, MBA, CA (NZ)
Outgoing Chief Executive Officer
Stuart has extensive experience in the healthcare sector
and was previously the CEO (and before that, CFO) of
NZX-listed Radius Care. He has also held the role of
CFO of Tamaki Health, New Zealand’s largest network of
primary care and urgent care medical clinics.
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 roles
previously as well as Clinical Quality & Risk Manager
– Lower North Island, for another listed aged care
business.
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PROMISIA HEALTHCARE LIMITED

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ANNUAL REPORT 2023

Financial Statements
FOR THE YEAR ENDED
31 MARCH 2023

20
PROMISIA HEALTHCARE LIMITED
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the year ended 31 March 2023
20232022
NOTE$000$000
Revenue and other income
Revenue from contracts with customers 7 23,465 18,996
Gain on sale of investment property 369 -
Gain on lease termination -943
Fair value gain on investment property 47-
23,88119,939
Less: expenses
Administration expenses8 (2,746) (1,922)
Operating expenses8 (17,553) (13,544)
Depreciation expense (838) (809)
Fair value loss on investment property15 -(222)
Borrowing costs (2,281) (1,498)
(23,418)(17,995)
Profit before income tax expense4631,944
Income tax benefit922964
Net profit from continuing operations 6922,008
Net profit from discontinued operations 6-19
Profit for the year 6922,027
Other comprehensive loss
Items that will not be reclassified subsequently to profit and loss
Revaluation of property, net of tax 667-
Items that may be reclassified subsequently to profit and loss
Exchange differences on translation of foreign operations-(176)
Other comprehensive income/(loss) 667(176)
Total comprehensive income 1,3591,851
Earnings per share Cents per share
Cents per share
Basic and diluted earnings per share from continuing operations 220.00320.0095
Basic and diluted earnings per share from discontinued operations 22-0.0001
Basic and diluted earnings per share from total operations220.00320.0096
The accompanying notes form part of these financial statements.

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ANNUAL REPORT 2023
20232022
NOTE$000$000
Assets
Cash and cash equivalents102,0592,411
Receivables121,4352,153
Current tax assets6-
Other assets13537496
Property, plant and equipment1417,9104,100
Investment properties1549,32042,015
Deferred tax assets9494360
Total assets71,76151,535
Liabilities
Payables173,8703,185
Current tax liabilities-198
Revenue received in advance181,472982
Occupancy rights agreement1915,45911,437
Borrowings2030,87217,154
Total liabilities51,67332,956
Net assets20,08818,579
Equity
Share capital217 7,4 2 67 7, 2 7 6
Reserves23(50)(717)
Accumulated losses(57,288)(57,980)
Total equity20,08818,579
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at 31 March 2023
Signed on behalf of the board of directors, dated 29 June 2023
Thomas Brankin Helen Down
Director Director
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 2023
NOTECONTRIBUTED EQUITYRESERVESACCUMULATED LOSSESTOTAL EQUITY
$000$000$000$000
Consolidated
Balance as at 1 April 202177,060(541)(60,007)16,512
Profit for the year--2,0272,027
Other comprehensive loss for the year-(176)-(176)
Total comprehensive income for the year-(176)2,0271,851
Transactions with owners in their capacity
as owners:
Contributions21216--216
Total transactions with owners in their
capacity as owners
216--216
Balance as at 31 March 20227 7, 2 7 6(717)(57,980)18,579
Balance as at 1 April 20227 7, 2 7 6(717)(57,980)18,579
Profit for the year--692692
Other comprehensive income for the year-667-667
Total comprehensive income for the year-6676921,359
Transactions with owners in their capacity
as owners:
Contributions21150--150
Total transactions with owners in their
capacity as owners
150--150
Balance as at 31 March 2023 7 7,4 2 6(50)(57,288)20,088
The accompanying notes form part of these financial statements.

23
ANNUAL REPORT 2023
CONSOLIDATED STATEMENT OF CASH FLOWS
For the year ended 31 March 2023
20232022
NOTE$000$000
Cash flow from operating activities
Receipts from residents for care fees and services 23,53318,911
Receipts of residents’ loans from new sales6,8813,485
Payments to suppliers and employees(19,796)(14,433)
Repayments of residents’ loans(1,263)(1,830)
Interest paid(2,281)(1,093)
Income tax paid-(275)
Net operating cash flows from discontinued operations-26
Net cash provided by operating activities11(a)7,0 744,7 9 1
Cash flow from investing activities
Payment for property, plant and equipment(13,886)(485)
Purchase of investment property(8,152)(1,560)
Acquisition of Aldwins Retirement Village Ltd525-
Proceeds from the sale of investment property369-
Net cash used in investing activities(21,144)(2,045)
Cash flow from financing activities
Proceeds from share issue-185
Net proceeds from/(repayment of) borrowings13,718(679)
Principal portion of lease payments-(1,060)
Net cash provided by/(used in) financing activities13,718(1,554)
Reconciliation of cash and cash equivalents
Cash at beginning of the financial year2,4111,219
Net increase/(decrease) in cash held(352)1,192
Cash at end of financial year2,0592,411
The accompanying notes form part of these financial statements.

24
PROMISIA HEALTHCARE LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 March 2023
NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES
The consolidated financial statements covers Promisia Healthcare Limited (the “Group”) and its consolidated
entities. Promisia Healthcare Limited is a company limited by shares, incorporated, and domiciled in New Zealand.
Promisia Healthcare Limited is a for profit entity for the purpose of preparing the consolidated financial statements.
Promisia Healthcare Limited’s principal activities are the ownership and operation of retirement villages, rest homes,
and hospitals for the elderly within New Zealand.
Promisia Healthcare Limited is a Financial Markets Conduct Act reporting entity under the Financial Reporting Act
2013 and the Financial Markets Conduct Act 2013.
The following are the significant accounting policies adopted by the Group in the preparation and presentation of the
consolidated financial statements. The accounting policies have been consistently applied, unless otherwise stated.
(a) Basis of preparation of the consolidated financial statements
Compliance with IFRS
These consolidated financial statements have been prepared in accordance with Generally Accepted Accounting
Practice in New Zealand (‘NZ GAAP’). These consolidated financial statements comply with New Zealand equivalents
to International Financial Reporting Standards (NZ IFRS) and International Financial Reporting Standards (IFRS).
Historical Cost Convention
The consolidated financial statements has been prepared under the historical cost convention, as modified by
revaluations to fair value for certain classes of assets and liabilities as described in the accounting policies.
Fair value measurement
For financial reporting purposes, ‘fair value’ is the price that would be received to sell an asset, or paid to transfer a
liability, in an orderly transaction between market participants (under current market conditions) at the measurement
date, regardless of whether that price is directly observable or estimated using another valuation technique.
When estimating the fair value of an asset or liability, the entity uses valuation techniques that are appropriate in
the circumstances and for which sufficient data are available to measure fair value, maximising the use of relevant
observable inputs and minimising the use of unobservable inputs. Inputs to valuation techniques used to measure fair
value are categorised into three levels according to the extent to which the inputs are observable:
• Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can
access at the measurement date.
• Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or
liability, either directly or indirectly.
• Level 3 inputs are unobservable inputs for the asset or liability.
Significant accounting estimates and judgements
The preparation of the consolidated financial statements requires the use of certain estimates and judgements in
applying the Group’s accounting policies. Those estimates and judgements significant to the financial report are
disclosed in Note 2 to the consolidated financial statements.
(b) Going concern
The consolidated 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.
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 $0.607m (2022: $1.944m).

25
ANNUAL REPORT 2023
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 March 2023
Current macro and micro economic conditions and adverse global events
The current macro and micro economic conditions are still an evolving situation with rising interest rates, rapidly
rising inflation, skills shortages, and challenging international conditions, global supply chain disruptions, and
the flow on effects from the conflict between Ukraine and Russia and European geopolitical uncertainty, which is
having a significant impact on energy prices, as well as financial markets across the globe. The current adverse
macro and micro economic conditions and adverse global events mentioned have lowered overall economic activity
and confidence which in turn has resulted in significant volatility and instability in financial markets and economic
uncertainty.
Consequently, there has been an increase in the level of inherent uncertainty in the critical accounting estimates and
judgements applied by Management in the preparation of these consolidated financial statements.
It is not possible to estimate the full impact of the current macro and micro economic conditions and adverse
global events. as at the date of signing these consolidated financial statements, all reasonably known and available
information with respect to current adverse macro and micro economic conditions and adverse global events 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 consolidated financial statements. The
Group continues to monitor developments and initiate plans to mitigate adverse impacts and maximise opportunities.
(c) Principles of consolidation
The consolidated financial statements are those of the consolidated entity (“the Group”), comprising the financial
statements of the parent entity and all of the entities the parent controls. The Group controls an entity where it has
the power, for which the parent has exposure or rights to variable returns from its involvement with the entity, and for
which the parent has the ability to use its power over the entity to affect the amount of its returns.
The financial statements of subsidiaries are prepared for the same reporting period as the parent entity, using consistent
accounting policies. Adjustments are made to bring into line any dissimilar accounting policies which may exist.
All inter company balances and transactions, including any unrealised profits or losses have been eliminated on
consolidation.
(d) Foreign currency transactions and balances
Functional and presentation currency
The consolidated financial statements are presented in New Zealand dollars which is the Group’s functional and
presentation currency. All amounts are rounded to the nearest thousand.
Transactions and Balances
Transactions in foreign currencies of entities within the consolidated Group are translated into functional currency at
the rate of exchange ruling at the date of the transaction.
Foreign currency monetary items that are outstanding at the reporting date (other than monetary items arising under
foreign currency contracts where the exchange rate for that monetary item is fixed in the contract) are restated to the
spot rate at the reporting date.
Except for certain foreign currency hedges, all exchange gains or losses are recognised in profit or loss for the period
in which they arise.
(e) Goods and services tax (GST)
Revenues, expenses and purchased assets are recognised net of the amount of GST, except where the amount of
GST incurred is not recoverable from the Inland Revenue Department. In these circumstances the GST is recognised
as part of the cost of acquisition of the asset or as part of an item of the expense. Receivables and payables in the
consolidated statement of financial position are shown inclusive of GST.
Cash flows are presented in the consolidated statement of cash flows on a gross basis, except for the GST component
of investing and financing activities, which are disclosed as operating cash flows.

26
PROMISIA HEALTHCARE LIMITED
(f) Revenue from contracts with customers
Revenue recognition
Revenue is recognised in accordance with NZ IFRS 15. Deferred management fees and rental income are considered
leases under NZ IFRS 16, and therefore excluded from the scope of NZ IFRS 15. None of the Group’s revenue, as
defined by NZ IFRS 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 received.
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 license for the
right to share in the and enjoyment of common facilities. The timing of the recognition of deferred management fees
is a critical accounting estimate and judgment. The deferred management fees are recognised on a straight line basis
over the average expected occupancy of the relevant accommodation being:
Internal Apartments 3.4 - 4.0 years
External Villas 6.8 - 7.0 years
Estimates of expected occupancy are reviews 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 is 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 2023 revenue in advance of $1.47m
(2022: $0.98m) was recorded, not yet released to the profit or loss. See Note 18.
Village service fees are charged to residents to recover a portion of the village operating cost associated with services
provided including staff wages, rates, and electricity. Village services 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.
(g) Income tax
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. Current tax for the current and prior periods is recognised as a liability (or asset to the extent that it is unpaid (or
refundable).
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 consolidated 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 difference 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 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 compromise two distinct cash flows, being a 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 Groups liabilities to residents as at the reporting date.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 March 2023

27
ANNUAL REPORT 2023
(h) Cash and cash equivalents
Cash and cash equivalents include cash on hand and at banks, short term deposits with an original maturity of
three months or less held at call with financial institutions, and bank overdrafts. Bank overdrafts are shown within
borrowings in current liabilities in the consolidated statement of financial position.
(i) Financial instruments
Initial recognition and measurement
Financial assets and financial liabilities are recognised when the Group becomes a party to the contractual provisions
of the instrument. For financial assets, this is equivalent to the date that the Group commits itself to either the
purchase or sale of the asset (i.e. trade date accounting is adopted).
Financial instruments are initially measured at fair value adjusted for transaction costs, except where the instrument is
classified as fair value through profit or loss, in which case transaction costs are immediately recognised as expenses
in profit or loss.
Classification of financial assets
Financial assets recognised by the Group are subsequently measured in their entirety at either amortised cost or
fair value, subject to their classification and whether the Group irrevocably designates the financial asset on initial
recognition at fair value through other comprehensive income (FVtOCI) in accordance with the relevant criteria in
NZ IFRS 9.
Financial assets not irrevocably designated on initial recognition at FVtOCI are classified as subsequently measured at
amortised cost, FVtOCI or fair value through profit or loss (FVtPL) on the basis of both:
(a) the Group’s business model for managing the financial assets; and
(b) the contractual cash flow characteristics of the financial asset.
Classification of financial liabilities
Financial liabilities classified as held for trading, contingent consideration payable by the Group for the acquisition of a
business, and financial liabilities designated at FVtPL, are subsequently measured at fair value.
All other financial liabilities recognised by the Group are subsequently measured at amortised cost.
Trade and other receivables
Trade and other receivables arise from the Group’s transactions with its customers. The amounts are unsecured and
are normally settled within 30 days.
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 in 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
forecast of future economic conditions.
Trade receivables are written off when there is no reasonable expectation of recovery.
Debtors are non interest bearing, although the Group has the right to change interest on overdue settlements of
occupancy advances or overdue care fees. Trade receivables principally compromise amounts due for care fees.
(j) Property, plant and equipment
Each class of property, plant and equipment is measured at cost or fair value less, where applicable, any accumulated
depreciation and any accumulated impairment losses.
Property
Freehold land and buildings are measured at revalued amounts, being the fair value at the date of the revaluation,
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 March 2023

28
PROMISIA HEALTHCARE LIMITED
less any subsequent accumulated depreciation and any accumulated impairment losses. At each reporting date the
carrying amount of each asset is reviewed to ensure that it does not differ materially from the asset’s fair value at
reporting date. Where necessary, the asset is revalued to reflect its fair value.
Increases in the carrying amounts arising on revaluation of land and buildings are recognised in other comprehensive
income and accumulated in equity. To the extent that the increase reverses a decrease of the same asset previously
recognised in profit or loss, the increase is recognised in profit or loss. Decreases that offset previous increases of the
same asset are recognised in other comprehensive income; all other decreases are recognised in profit or loss.
Plant and equipment
Plant and equipment is measured at cost, less accumulated depreciation and any accumulated impairment losses.
Depreciation
The depreciable amount of all other property, plant and equipment is depreciated over their estimated useful lives
commencing from the time the asset is held available for use, consistent with the estimated consumption of the
economic benefits embodied in the asset.
Leasehold improvements are depreciated over the shorter of either the unexpired period of the lease or the estimated
useful lives of the improvements.
Class of fixed asset Useful lives Depreciation basis
Buildings 2 25% Diminishing value
Plant and equipment 8-80% Diminishing value
(k) Investment property
Investment properties comprises land and buildings held for the purpose of earning rental income or for capital
appreciation, or both.
Investment property is stated at fair value less any accumulated depreciation and impairment losses. Historical cost
includes expenditure directly attributable to the acquisition of assets, and includes the cost of replacements that are
eligible for capitalisation when these are incurred.
Investment property is initially recognised at cost. After initial recognition, investment property is measured at fair
value. Gains or losses arising from a change in the fair value of investment property is recognised in profit or loss.
An item of investment property is derecognised upon disposal or when no further future economic benefits are
expected from its use or disposal. Any gain or loss arising on derecognition of the asset (calculated as the difference
between the net disposal proceed and the carrying amount of the asset) is included in profit or loss in the year the
asset is derecognised.
All other repairs and maintenance expenditure is recognised in profit or loss as incurred.
(l) Borrowing costs
Borrowing costs include interest expense calculated using the effective interest method, finance charges in respect
of lease arrangements, and exchange differences arising from foreign currency borrowings to the extent that they are
regarded as an adjustment to interest costs.
Borrowing costs are expensed as incurred, except for borrowing costs incurred as part of the cost of the construction
of a qualifying asset, in which case the costs are capitalised until the asset is ready for its intended use or sale.
(m) Provisions
Provisions are recognised when the Group has a legal or constructive obligation, as a result of past events, for which it
is probable that an outflow of economic benefits will result, and that outflow can be reliably measured.
The amount recognised as a provision is the best estimate of the expenditure required to settle the present obligation
at the end of the reporting period.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 March 2023

29
ANNUAL REPORT 2023
(n) Employee benefits
(i) Short term employee benefit obligations
Liabilities arising in respect of wages and salaries, annual leave and other employee benefits (other than termination
benefits) expected to be settled wholly before twelve months after the end of the reporting period are measured at
the (undiscounted) amounts based on remuneration rates which are expected to be paid when the liability is settled.
The expected cost of short term employee benefits in the form of compensated absences such as annual leave is
recognised in the provision for employee benefits. All other short term employee benefit obligations are presented as
payables in the consolidated statement of financial position.
(o) 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
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 consolidated statement of comprehensive income.
(p) Occupancy rights agreements
Occupancy rights agreements confer on residents the right of occupancy of the retirement village for life, or until the
resident terminates the agreement. These are considered as leases under NZ IFRS 16.
Occupancy advances are amounts paid to the Group by a resident on being issued the right to occupy one of the
Group’s units or services apartments under an occupation right agreement (“ORA”). The ORA confers a right of
occupancy until such time is terminated. Upon signing of an ORA the resident has a cooling off period. Revenue and
the corresponding receivable is not recongnised until the end of the cooling off period.
Occupancy advances are non interest bearing and are repayable to the exiting resident, net of any amount owning to
the Group, whereby a new ORA for the unit or services apartment may then be issued to an incoming resident.
(q) Comparatives
Where necessary, comparative information has been reclassified and repositioned for consistency with current year
disclosures.
(r) Business combinations
A business combination is a transaction or other event in which an acquirer obtains control of one or more businesses
and results in the consolidation of the assets and liabilities acquired. Business combinations are accounted for by
applying the acquisition method.
The consideration transferred is the sum of the acquisition date fair values of the assets transferred, equity
instruments issued or liabilities incurred by the acquirer to former owners of the acquiree. Deferred consideration
payable is measured at its acquisition date fair value. Contingent consideration to be transferred by the acquirer
is recognised at the acquisition date fair value. At each reporting date subsequent to the acquisition, contingent
consideration payable is measured at its fair value with any changes in the fair value recognised in profit or loss unless
the contingent consideration is classified as equity, in which case the contingent consideration is measured at its
acquisition date fair value.
Goodwill is initially recognised at an amount equal to the excess of: (a) the aggregate of the consideration transferred,
the amount of any non controlling interest, and the acquisition date fair value of the acquirer’s previously held equity
interest (in the case of a step acquisition); over (b) the net fair value of the identifiable assets acquired and liabilities
assumed. For accounting purposes, such measurement is treated as the cost of goodwill at that date.
If the net fair value of the acquirer’s interest in the identifiable assets acquired and liabilities assumed is greater than
the aggregate of the consideration transferred, the amount of any non controlling interest, and the acquisition date
fair value of the acquirer’s previously held equity interest, the difference is immediately recognised as a gain in profit
or loss.
Acquisition related costs are expensed as incurred.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 March 2023

30
PROMISIA HEALTHCARE LIMITED
NOTE 2: SIGNIFICANT ACCOUNTING ESTIMATES AND JUDGEMENTS
(a) Applicability of the going concern basis of accounting
Whilst the ongoing COVID 19 pandemic, current adverse macro and micro economic conditions and adverse global
events mentioned have lowered overall economic activity and confidence is resulting in significant volatility and
instability in financial markets and economic uncertainty (as described in Note 1(b) above), in assessing whether the
Group’s application of the going concern basis of accounting remains appropriate, the Directors and Management
have applied judgment to reaffirm the Group’s application of the going concern basis of accounting remains
appropriate.
The Group’s cashflow forecast and stressed scenarios show that the Group will be able to continue its normal business
activities and the realisation of assets and the settlement of liabilities in the ordinary course of business.
Accordingly, Management have assessed and determined that the Group’s application of the going concern basis of
accounting remains appropriate.
(b) Income tax
Deferred tax assets and liabilities are based on the assumption that no adverse change will occur in the income tax
legislation and the anticipation that the group will derive sufficient future assessable income to enable the benefit to
be realised and comply with the conditions of deductibility imposed by the law.
Deferred tax assets are recognised for deductible temporary differences as management considers that it is probable
that future taxable profits will be available to utilise those temporary differences.
(c) Management fee revenue recognition
Management fees are recognised as revenue on a straight line basis. This requires management to estimate the
period of occupancy for units.
If actual occupancy periods differ significantly from the estimates, village contributions and exit fees shown in the
financial statements will be affected accordingly. However, this is unlikely to cause a material adjustment.
(d) Fair value of investment property
The fair value of the investment property is appraised annually by an independent external valuer. The valuer has
provided an assessment of the amount for which an asset or liability should exchange on the valuation date between
a willing buyer and a willing seller in an arm’s length transaction, after proper marketing where the parties had each
acted knowledgeably, prudently and without compulsion. The valuer has also considered the highest and best use of
the asset that is physically possible, legally permissible and financially feasible in its principle market.
Significant judgement is required relating to the assumptions made in order to assess the carrying value.
NOTE 3: FINANCIAL RISK MANAGEMENT
The Group is exposed to the following financial risks in respect to the financial instruments that it held at the end of the
reporting period:
(a) Interest rate risk
(b) Credit risk
(c) Liquidity risk
The board of directors have overall responsibility for identifying and managing operational and financial risks.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 March 2023

31
ANNUAL REPORT 2023
The Group holds the following financial instruments:
20232022
$000$000
Financial assets2,0592,411
- Cash and cash equivalents1,4352,153
- Receivables2020
- Other assets3,5144,584
Financial liabilities
- Payables3,8703,185
- Borrowings30,87217,154
- Occupancy rights agreements15,45911,437
50,2013 1 ,7 76
(a) Interest rate risk
The Group is exposed to interest rate risk in relation to its borrowings. Interest rate risk is the risk that the fair value
or future cash flows of a financial instrument will fluctuate as a result of changes in market interest rates. The Group
manages it interest rate risk by maintaining a mix of variable rate and fixed rate borrowings, and by utilising interest
rate swap contracts.
The Interest rates applicable to the bank loans are a mixture of a fixed and variable and are reviewed at maturity
of each fixed term loan. There is $13.87m (2022: $9.5m) of bank debt that is floating interest rate. a 1% increase in
interest rates would cost the Group an additional $0.139m (2022: $0.095m) in interest expenses annually.
Sensitivity
The Group is primarily exposed to interest rate risk.
If interest rates were to increase/decrease by 50 basis points from the rates prevailing at the reporting date, assuming
all other variables remain constant, then the impact of profit for the year and equity would be as follows:
20232022
+ / - 50 basis points$000$000
Impact on profit after tax15498
Impact on equity--
(b) Credit risk
The maximum exposure to credit risk, excluding the value of any collateral or other security, at balance date of
recognised financial assets is the carrying amount of those assets, net of any provisions for impairment of those
assets, as disclosed in consolidated statement of financial position and notes to the consolidated financial statements.
The Group does not have any material credit risk exposure to any single counterparty or group of counterparties under
financial instruments entered into by the Group.
There is no significant concentration of credit risk as trade debtors are either individual residents or government
agencies.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 March 2023

32
PROMISIA HEALTHCARE LIMITED
(i) Cash deposits
Credit risk for cash deposits is managed by holding all cash deposits with major New Zealand banks.
(ii) Trade receivables
Credit risk for receivables from contracts with customers is managed by transacting with a large number of customers,
undertaking credit checks for all new customers and setting credit limits for all customers commensurate with their
assessed credit risk. Outstanding receivables are regularly monitored for payment in accordance with credit terms.
(c) Liquidity risk
Liquidity risk is the risk that an entity will encounter difficulty in meeting obligations associated with financial liabilities.
The Group manages liquidity risk on occupancy advances through the contractual requirements in the occupancy
rightly 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.
The following table outlines the Group’s remaining contractual maturities for non derivative financial instruments.
The amounts presented in the table are the undiscounted contractual cash flows of the financial liabilities, allocated to
time bands based on the earliest date on which the Group can be required to pay.
Year ended
31 March 2023
Less than
1 Year1-2 Years2-4 Years5+ Years
Total
Contractual
cash flows
Carrying
Amount
$000$000$000$000$000
Payables3,870---3,8703,870
Borrowings13,83716,0764,663-34,57630,872
Occupancy rights
agreements
3,1403,1405,9243,25415,45815,459
20,84719,21610,5873,25453,90450,201
Year ended
31 March 2022
Less than
1 Year1-2 Years2-4 Years5+ Years
Total
Contractual
cash flows
Carrying
Amount
$000$000$000$000$000
Payables3,185---3,1853,185
Borrowings1,8781 ,7 7016,977-20,67917,154
Occupancy rights
agreements
2,4982,4984,6621,59611,43711,437
8,5434,26921,8741,59635,3013 1 ,7 76
Occupancy rights agreements figures above have been calculated based on average occupancy years formulated by
the valuer in determining investment property fair values at 31 March 2023.
The Group renews its facilities annually to ensure an appropriate portion matures on a regular basis.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 March 2023

33
ANNUAL REPORT 2023
NOTE 4: 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.
NOTE 5: BUSINESS COMBINATIONS
Aldwins Retirement Village Limited
On 27 March 2023, the Group acquired 100% of the share capital of Aldwins Retirement Village Limited. Aldwins
Retirement Village Limited is in the business of retirement village ownership. Aldwins Retirement Village Limited
operates in New Zealand.
The acquisition has significantly increased the group’s market share in this industry and complements the group’s
existing investment properties.
Details of the purchase consideration are as follows:
$000
Cash paid525
Total purchase consideration525
Assets and liabilities acquired
Assets and liabilities as a result of the business combination were:
Recognised on acquisition at
fair value
$000
Assets and liabilities held at acquisition date:
- Investment property755
- Payments in advance145
- Borrowings (First Mortgage Trust)(375)
Net Identifiable assets required525
Contribution since acquisition
Since the acquisition date Aldwins Retirement Village Limited has contributed a profit after tax of $nil which
is included within the profit of Group. Had the combination occurred from the beginning of the year,
operating profit for the Group would have been $nil and revenue would have been $nil.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 March 2023

34
PROMISIA HEALTHCARE LIMITED
NOTE 6: DISCONTINUED OPERATIONS
20232022
$000$000
Revenue-24
FX realised gain-2
Total revenue-26
Operating gain-26
Net gain before tax-26
Taxation expense-(7)
Net gain from discontinued operations-19
Operating activities-
Receipts from customers -24
Payments to suppliers and employees-2
Net operating cash flows from discontinued operations-26
Net cash provided from discontinued operations-26
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.
In the comparative year the natural dietary supplements business was classified as discontinued operations. In the
consolidated statement of comprehensive income and the operation of retirement villages, rest homes, and hospitals
for the elderly within New Zealand, has been classified as continuing operations.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 March 2023

35
ANNUAL REPORT 2023
NOTE 7: REVENUE FROM CONTRACTS WITH CUSTOMERS
20232022
$000$000
Rest home, hospital & dementia fees 22,268 18,046
Deferred management fees 809650
Village service fees 8950
Other revenue 299250
23,46518,996
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.
NOTE 8: OPERATING AND ADMINISTRATION EXPENSES
Profit before income tax has been determined after:
20232022
$000$000
Administration expenses
- Legal expenses 246182
- NZX listing and regulatory expenses4785
- Insurance375195
- Other administration costs*2,0781,460
2 ,74 61,922
Operating expenses
- Employee benefits and other staff costs13,89110,702
- Property related expenses**283147
- Other operating costs**3,3792,695
17,55313,544
Remuneration of auditors for:
William Buck Audit (NZ) Limited
Audit and assurance services
- Audit of financial report 8067
*Other administration costs include utility costs, advertising, directors’ fees, consulting, audit fees and accounting fees.
** 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.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 March 2023

36
PROMISIA HEALTHCARE LIMITED
NOTE 9: INCOME TAX
(a) Components of tax expense
20232022
$000$000
Deferred tax(229)(57)
Income tax expense attributable to profit(229)(57)
(b) Income tax reconciliation
The prima facie tax payable on profit before income tax is reconciled to the income tax expense as follows:
20232022
$000$000
Prima facie income tax payable on profit before income tax at
28.0% (2022: 28.0%)
130544
Add/less tax effect of:
- Fair value loss / (gain) on investment property(103)62
- Other non-assessable income(13)-
- Utilisation of past tax losses(243)(388)
- Realise of foreign currency reserve-(49)
- Depreciation allowance on investment property-(33)
- Aldwins House lease termination-(59)
- Other temporary differences-(134)
Income tax expense attributable to profit(229)(57)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 March 2023

37
ANNUAL REPORT 2023
(c) Deferred tax
Deferred tax relates to the following:
20232022
$000$000
Deferred tax assets412275
Deferred management fees427254
Holiday pay839529
Deferred tax liabilities
Depreciation280167
Fair value gain on property94-
Other temporary differences(29)2
345169
Net deferred tax assets / liabilities494360
(d) Deferred income tax related to items charged or credited directly to equity
20232022
$000$000
Decrease in deferred tax assets94-
NOTE 10: CASH AND CASH EQUIVALENTS
20232022
$000$000
Cash at bank2,0192,411
Funds held on behalf of residents40-
Total cash and cash equivalents2,0592,411
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 March 2023

38
PROMISIA HEALTHCARE LIMITED
NOTE 11: CASH FLOW INFORMATION
(a) Reconciliation of cash flow from continuing operations with profit after income tax
20232022
$000$000
Net profit from continuing operations 6922,008
Adjustments and non cash items
Depreciation838141
Depreciation of right of use assets -667
Fair value adjustment to investment property (47)222
Deferred tax (229)(360)
Gain on lease -(943)
Discontinued operations net of tax -26
Changes in operating assets and liabilities
(Increase) / decrease in receivables(342)203
(Increase) / decrease in occupancy advances5,618904
Increase / (decrease) in payables5441,345
Increase / (decrease) in income tax payable-578
Cash flows from operating activities7,0 744,7 9 1
NOTE 12: RECEIVABLES
20232022
NOTES$000$000
Trade receivables 1,0281,050
ORA settlements owing 260545
Staff loans 2-
Related party advances 25145558
Total receivables1,2902,153
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 March 2023

39
ANNUAL REPORT 2023
NOTE 13: OTHER ASSETS
20232022
$000$000
CURRENT
Prepayments387476
Work in progress 130-
NZX deposit2020
Total other assets537496
NOTE 14: PROPERTY, PLANT AND EQUIPMENT
20232022
$000$000
Land and buildings at fair value 17,2613,250
Accumulated depreciation (714)(89)
Total Land and Buildings16,5473,161
Plant and equipment at cost 1,7241,087
Accumulated depreciation (361)(148)
Total property, plant and equipment at cost1,363939
Total property, plant and equipment 17,9104,100
(a) Reconciliations
Reconciliation of the carrying amounts of property, plant and equipment at the beginning and end of the current
financial year
20232022
$000$000
Land and buildings at fair value
Opening carrying amount 3,1613,224
Additions13,249-
Net amount of revaluation increments less decrements 762-
Depreciation expense (625)(63)
Closing carrying amount 16,5473,161
Plant and equipment at cost
Opening carrying amount 939532
Additions 637485
Depreciation expense (213)(78)
Closing carrying amount 1,363939
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 March 2023

40
PROMISIA HEALTHCARE LIMITED
The carrying value of freehold land and buildings is the fair value as determined by an independent valuation report
prepared by registered valuers CBRE Ltd as at 31 March 2023 using a combination of:
• the capitalisation of proforma net cash flow profit/EBITDAR; and
• direct comparison approach based on value per bed.
The major assumptions used are as follows:
• Capitalisation rates: 12.0% to 12.5%
• Average occupancy: 95.0% to 96.0%
NOTE 15: INVESTMENT PROPERTIES
20232022
$000$000
Investment property at fair value
Opening carrying amount 42,01540,677
Additions - subsequent expenditure 4,5101,560
Additions - acquisitions from purchases1,624-
Additions - acquisitions from business combinations755-
Disposals- on sale of investment property369-
Fair value gain / (loss) on investment property 47(222)
Closing carrying amount 49,32042,015
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 2023. This report combines discounted future cash flows and
occupancy advances received from residents for retirement villages units, for which there is a licence to occupy.
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 rates 1.96 to 2.39% (2022: 2.7%)
Target IRR 16.5% to 18% (2022: 16.5% to 18.0%)
Average occupancy 74.0% to 88.0% (2022: 84.1% to 91.3%)
Discounted cash flow period 20 years (2022: 20 years)
Sensitivity
A 0.5 percent decrease in the discount rate would result in a $0.15m higher fair value measurement (2022: $0.25
million). Conversely, a 0.5 percent increase in the discount rate would result in a $0.14m lower fair value measurement
(2022: $0.24 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.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 March 2023

41
ANNUAL REPORT 2023
Security
Residents make interest free advances (occupancy advances) to the retirement villages in exchange for the right to
occupy retirement village units, refer Note 17. Under the terms of the occupancy agreement, the resident receives a
first mortgage held over the individual title by the statutory supervisor.
A reconciliation summary between the valuation amounts and the amount recognised on the Statement of Financial
Position as investment property is as follows:
20232022
$000$000
Operator’s interest at fair value 9,3407,950
Unsold stock at fair value600610
Development land at fair value2,2002,800
Net liability to residents at fair value13,98710,455
Care business freehold going concern20,80020,200
Purchases2,393-
Total investment property at fair value49,32042,015
NOTE 16: FAIR VALUE MEASUREMENT
(a) Fair value hierarchy
The following table provides the fair value classification of those assets and liabilities held by the group that
are measured either on a recurring or non recurring basis at fair value or fair value less, where applicable, any
accumulated depreciation and any accumulated impairment losses.
Level 1Level 2Level 3Level 4
2023$000$000$000$000
Recurring fair value measurements
Non financial assets
Revalued property, plant and equipment
Land and buildings at fair value --16,54716,547
Investment property at fair value --49,32049,320
Total non financial assets --65,86765,867
2022
Recurring fair value measurements
Non financial assets
Revalued property, plant and equipment
Land and buildings at fair value --3,1613,161
Investment property at fair value --42,01542,015
Total non financial assets --45,17645,176
Investment properties and land and buildings are at fair value. 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.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 March 2023

42
PROMISIA HEALTHCARE LIMITED
NOTE 17: PAYABLES
Note20232022
$000$000
Trade payables1,4281,546
Employee entitlements1,9881,372
ORA payable279267
Related party payables25175-
Total payables3,8703,185
Employee entitlements includes $322k in relation to a provision for annual leave due as a result of an MBIE holidays
pay audit that noted inconsistencies in the calculation and Promisia’s estimate to correct. The amount has not yet
been finalised, but the Group has engaged Mero Limited, a specialist in holiday act remediation to calculate the
amount due and the range has been estimated to be between $200k and $400k.
NOTE 18: REVENUE IN ADVANCE
20232022
$000$000
Revenue recieved in advance1,472982
Movements in revenue received in advance
Opening balance982881
Amounts recognised(149)(205)
Amounts received during the year639306
Closing balance1,472982
Revenue received in advance 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).
NOTE 19: OCCUPANCY RIGHTS AGREEMENTS
20232022
$000$000
Opening11,43710,533
Received on issue of new ORAs 6,5953,485
Repaid on termination of ORAs (1,274)(1,830)
Deferred management fees (per contract) (1,299)(751)
Total occupancy rights agreements15,45911,437
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 March 2023

NOTE 20: BORROWINGS
20232022
$000$000
CURRENT
BNZ Bank loans10,208692
Other loans1,519108
Total current11,727800
NON CURRENT
BNZ Bank loans8,64511,354
Other loans10,5005,000
Total non current19,14516,354
Total borrowings30,87217,154
BNZ Loans
Term loans are secured by first mortgage security over the aged care facilities. The loans have interest rates of 2.29%
to 9.13% p.a. (2022: 2.29% to 5.15% p.a.). BNZ loans consist of $1.853m (2022: $2.546m) with a maturity date of 30
October 2025, $7.5m (2022: $nil) with a maturity date of 31 March 2025 and $9.5m (2022: $9.5m) with a maturity
date of 20 October 2023.
There is an all obligations unlimited interlocking company guarantee between the following entities in the Group;
Eileen Mary Age Care Limited, Promisia Healthcare Limited, Aged Care Holdings Limited, Ranfurly Manor Limited,
Nelson Street Resthome Limited and Aldwins House Limited.
Other Loans consists of:
Insurance premium funding
Funding was provided by Hunter Premium Funding for the payment of insurance premiums in the current year. In the
comparative year funding was provided by Monument Finance Limited.
Advantage Finance Ltd
A loan of $1.04m was entered into during the year. This loan has an interest rate of 12.0% p.a. Repayment is required
in 8 consecutive monthly payments with final payment on 27th November 2023. The loan is secured by 74 and 76
Aldwins Road, Christchurch.
First Mortgage Trust
A loan of $0.375m was entered into during the year. This loan has an interest rate of 8.75% p.a. It is an interest
only loan with the balance being paid in full by 10th November 2023. The loan is secured by 60 Aldwins Road,
Christchurch.
Teltower Limited Loan
A term loan of $4m was entered into during the year. This loan has an interest rate of 6.0% p.a. Repayment is required
in full on 1st April 2027. There is no commitment to repay principal until two years from term expiry (1st April 2025).
The loan is secured by the present properties at 56 McPhee Street, Dannevirke and 62 Aldwins Road, Phillipstown as
well as any after acquired property.
Senior Trust Retirement Village Income Generator Limited
Senior Trust Retirement Village Income Generator Limited holds second mortgage security over the aged care
facilities. An additional $1.5m was drawn down during the period and added to the existing loan of $5m. This was to
fund the Aldwins House acquisition. The loan is interest only with a fixed interest rate of 10.75% (2022: 10.75% p.a.).
Repayment is required in full on 30 October 2024.
43
ANNUAL REPORT 2023
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 March 2023

NOTE 21: SHARE CAPITAL
20232022
$000$000
Issued capital (000’s)
21,434,975 (2022: 21,284,975) Ordinary shares(a)7 7,4 2 67 7, 2 7 6
(a) Ordinary shares
20232022
Number ‘000$000Number ‘000$000
Consolidated
Opening balance 21,284,9757 7, 2 7 621,021,20977,060
Shares issued and paid75,00075263,766235
Shares issues and unpaid75,00075--
Transaction costs relating to shares issued,
net of tax
---(19)
150,000150263,766216
At reporting date 21,434,9757 7,4 2 621,284,9757 7, 2 7 6
On 1 October 2022, 150 million of new shares were allotted under the Promisia unpaid share scheme at an issue price
of $0.001 per share, refer note 25.
Share based payments
On 30 July 2021, 15.285m 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.
Rights of each type of share
Ordinary shares participate in dividends and the proceeds on winding up of the parent entity in proportion to the
number of shares held.
At shareholders meetings each ordinary share is entitled to one vote when a poll is called, otherwise each shareholder
has one vote on a show of hands.
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 2023.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 March 2023
44
PROMISIA HEALTHCARE LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 March 2023
45
ANNUAL REPORT 2023
NOTE 22: EARNINGS PER SHARE
20232022
$000$000
Reconciliation of earnings used in calculating earnings per unit
Net profit from continuing operations 6922,008
Net profit from discontinued operations -19
6922,027
The calculation of basic earnings per share is based on the gain from continuing operations attributed to ordinary
shareholders and the weighted average of total ordinary shares on issue during the year.
20232022
centscents
Cents per share
Basic earnings from continued operations per share 0.00320.00946
Diluted earnings from continued operations per share 0.00320.00946
Basic earnings from discontinued operations per share -0.0001
Diluted earnings from discontinued operations per share -0.0001
Weighted average number of shares
Basic earnings per share 21,300,45421,222,134
Diluted earnings per share 21,337,64621,222,134

NOTE 23: RESERVES
20232022
Notes$000$000
Asset revaluation reserve23(a)667-
Pooling of interest reserve23(b)(717)(717)
Foreign currency translation reserve23(c)--
(50)(717)
(a) Asset revaluation reserve
Movements in reserve
Opening balance--
Revaluation of property, plant and equipment, net of tax667-
Closing balance667-
(b) Pooling of interest reserve
Movements in reserve
Opening balance(717)(717)
Closing balance(717)(717)
(c) Foreign currency reserve
Opening balance-176
Loss on translation of foreign operations-(176)
Closing balance--
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 March 2023
46
PROMISIA HEALTHCARE LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 March 2023
47
ANNUAL REPORT 2023
NOTE 24: INTERESTS IN SUBSIDIARIES
(a) Subsidiaries
The following table provides the fair value classification of those assets and liabilities held by the group that are
measured either on a recurring or non recurring basis at fair value.
Subsidiaries of Promisia Healthcare Limited: Principal activities20232022
%%
Eileen Mary Age Care Limited Village ownership100100
Eileen Mary Age Care Property LimitedVillage ownership100100
Ranfurly Manor LimitedRest home operation100100
Ranfurly Manor No:1 LimitedVillage ownership100100
Nelson Street Rest Home LimitedRest home operation100100
Aldwins House LimitedRest home operation100100
Aged Care Holdings LimitedHolding Company100100
Promisia LimitedActive Company100100
Benefit Arthritis LimitedInactive100100
Promisia Trustee LimitedTrustee100100
Promisia (USA) LLCInactive100100
Aldwins Retirement Village LimitedVillage ownership100-
EMAC Holdings LimitedHolding Company100
The country of incorporation for the subsidiaries is New Zealand apart from Promisia (USA) LLC, which was
incorporated in the United States of America.
EMAC Holdings Limited was incorporated on 23rd March 2023.
On the 27 of March 2023 the Group acquired Aldwins Retirement Village Limited (refer note 5).

48
PROMISIA HEALTHCARE LIMITED
NOTE 25: RELATED PARTY TRANSACTIONS
Related Party RelationshipCompliance with IFRS
Brankin Family Interest Trust Related to a shareholder and a Director of the Group
Renouf Corporation Limited Related by common directors
Colspec Construction Limited An associated person holds 5% of the shares in the Group
Design Care Group Limited Related by common directors
Peak Care Advisory Limited Company of Group’s CEO
Teltower Limited Landlord of Aldwins House in prior year
The Ranfurly Development is a related party transaction approved by shareholders in 2020. The Ranfurly
Development is being financed and constructed by Design Care Group Limited (Design Care), a private New Zealand
company associated with Promisia Healthcare Limited director, Mr. Thomas Brankin. Design Care engaged Colspec
Construction Limited (Colspec), a New Zealand construction company, to construct the development. An associated
person of Colspec holds just over 5% of the shares in Promisia Healthcare Limited. Since that time, Colspec has
taken an assignment of the development agreement from Design Care and is now financing and constructing the
development. The agreement was initially for a period 7 years, this was amended by a contract deed of variation on
6th December 2022, to a period of two years. Payments are agreed and paid when the ORA is settled.
In the prior year Teltower Limited was the landlord of Aldwins House and was a related party of The Wellington
Company Limited (previously a substantial shareholder of the Group). In the prior year lease payments were paid to
Teltower Limited amounting to $1,060m.
(a)Transactions with related parties
20232022
$000$000
Directors fees172166
Consultancy fees paid to Peak Advisory Limited-22
Consultancy fees paid by Design Care Group limited 250-
Funds advanced to Brankin Family Interest Trust -395
Purchase of villas and apartments by Colspec Construction-
Limited
3,9091,357
Purchase of fixed assets from Design Care Group Limited 385-
Purchase of Aldwins House Limited from Teltower Limited13,000-
Purchase of shares in Aldwins Retirement Village Limited from
Design Care Group Limited (refer note 5)
525-
On 27 March 2023, the Group acquired 100% of the share capital of Aldwins Retirement Village Limited from Design
Care Group Limited. This was for a purchase price of $525k being the gross assets of $900k, less a loan liability of
$375k.
On 8 February 2023, the Group acquired 56 Mcphee Street from Design Care Group Limited. This was for a purchase
price of $385k.
On 6 December 2022 a previous director, who ceased to be a director during the year, received 150,000k unpaid
shares from the unpaid share scheme at an issue price of $0.001 per share. Each share is required to be fully paid up
by 1 October 2023. At reporting date 75,000k shares were fully paid and the balance of $0.075m for the remaining
75,000k shares is recorded in accounts receivable, refer note 21.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 March 2023

49
ANNUAL REPORT 2023
On 1 October 2022 the Company entered into an agreement with Renouf Corporation Limited to provide consulting
services. The contracted amount for the services was $0.195m per annum. A portion of this amount was applied to the
unpaid shares outlined above.
During the year the Brankin Family Interest Trust paid taxes on behalf of the group amounting to $0.175m. corre-
sponding payable to the Brankin Family Interest Trust has been recorded for the same amount.
(b) Balances with related parties
At reporting date $0.145m was receivable from the Brankin Family Interest Trust (2022: $0.558m). Refer note 12. No
balances with related parties were written off or forgiven in the year.
During the year the Brankin Family Interest Trust paid taxes on behalf of the group amounting to $0.175m.
Corresponding payable to the Brankin Family Interest Trust has been recorded for the same amount.
No related party transactions were written off or forgiven in the period and all related party transactions
are on normal commercial terms.
NOTE 26: KEY MANAGEMENT PERSONNEL COMPENSATION
Key management personnel of the Group are the directors and executives.
Compensation received by key management personnel of the group:
20232022
$000$000
Directors fees172166
Executives remuneration435204
607370
NOTE 27: CAPITAL COMMITMENTS
The Group has entered into a fixed price agreement for the development land surrounding the Ranfurly Residential
Care Centre. The agreement, initially for 7 years was amended by a contract deed of variation on 6th December 2022,
to a period of two years for the development of eight internal units, three 1- bedroom villas and twenty two 2-bedroom
villas to be completed at a fixed price of $12.06m to be paid from ORA sale proceeds from individual units. The
commitment as 31 March 2023 is $9.125m.
On the 7th December 2022 Promisia announced that it had agreed to increase the fixed price by a further $1m to cover
the extra-ordinary increases in developments costs experienced by the building industry. The Director’s approved
this increase while also recognising ongoing sales prices are well above the amended fixed price.
At the 31st March 2023 fourteen villas had been completed and sold and a further four deposits received for villas
under construction. The remaining villas are planned for completion during the first quarter of the 2023/24 financial
year. 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 ORA sale proceeds from
individual units.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 March 2023

50
PROMISIA HEALTHCARE LIMITED
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 leaves a further 19 villas to be
constructed and sold.
a) Lease commitments
20232022
$000$000
Non-cancellable operating leases contracted for but not capitalised in the
financial statements:
Payable
- not later than one year12-
- later than one year and not later than five years21-
Total lease commitments33-
NOTE 28: CONTINGENT LIABILITIES
There are no contingent liabilities at the reporting date (2022: nil).
NOTE 29: EVENTS SUBSEQUENT TO REPORTING DATE
There has been no matter or circumstance, which has arisen since 31 March 2023 that has significantly affected or
may significantly affect:
(a) the operations, in financial years subsequent to 31 March 2023, of the Group, or
(b) the results of those operations, or
(c) the state of affairs, in financial years subsequent to 31 March 2023, of the Group.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 March 2023

51
ANNUAL REPORT 2023





Auckland | Level 4, 21 Queen Street, Auckland 1010, New Zealand
Tauranga | 145 Seventeenth Ave, Tauranga 3112, New Zealand
+64 9 366 5000
+64 7 927 1234
info@williambuck.co.nz
www.williambuck.com

William Buck is an association of firms, each trading under the name of William Buck
across
Australia and New Zealand with affiliated offices worldwide.
*William Buck (NZ) Limited and William Buck Audit (NZ) Limited


Promisia Healthcare Limited
Independent auditor’s report to the Shareholders

Report on the Audit of the Consolidated Financial Statements
Opinion
We have audited the consolidated financial statements of Promisia Healthcare Limited (the Company) and
its subsidiaries (the Group ), which comprise the consolidated statement of financial position as at 31 March
2023, 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 2023, 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).
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 International Code of Ethics for Assurance
Practitioners (including International Independence Standards) (New Zealand) issued by the New Zealand
Auditing and Assurance Standards Board and the International Ethics Standards Board for Accountants’
International Code of Ethics for Professional Accountants (including International Independence Standards)
(IESBA Code), and 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.

52
PROMISIA HEALTHCARE LIMITED



| 2
Investment Properties
Area of focus (Refer also to Note 15) How our audit addressed it
The Group owns significant Investment
Property which has been recorded at fair
value at 31 March 2023 of $49.3m. The
net revaluation gain recognised in the
consolidated statement of comprehensive
income is $47k.
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 reputable 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 we have
given specific audit focus and attention to
this area.
Our audit procedures included:
— We reviewed the independent valuer’s reports and
tested their calculations to ensure that the valuation
methodology was in compliance with relevant
accounting standards
— We h eld separate discussions with management to gain
an understanding of the assumptions applied and
estimates used
— We e ngaged 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 valuer’ s qualifications, expertise and
their objectivity, and we found no evidence to suggest
that was impaired
— We e nsured appropriate disclosure has been included
in the consolidated financial statements
Property, Plant and Equipment – Land and Buildings at fair value
Area of focus (Refer also to Note 14) How our audit addressed it
The Group owns significant Land and
Building which is recorded at fair value at
the date of revaluation less any
subsequent accumulated depreciation
and impairment losses. The net book
value of the Land and Buildings as
reflected in note 14 is $16 .5m. The
revaluation gain recognised in the
consolidated statement of comprehensive
income is $667k.
The valuation of the Group’s Land and
Buildings 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
reputable 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 we have
given specific audit focus and attention to
this area.
Our audit procedures included:
— We reviewed the independent valuer’s reports and
tested their calculations to ensure that the valuation
methodology was in compliance with relevant
accounting standards
— We h eld separate discussions with management to gain
an understanding of the assumptions applied and
estimates used
— We e ngaged 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 valuer’ s qualifications, expertise and
their objectivity, and we found no evidence to suggest
that was impaired
— We e nsured appropriate disclosure has been included
in the consolidated financial statements

53
ANNUAL REPORT 2023



| 3
Information Other than the Consolidated Financial Statements and
Auditor’s Report Thereon
The directors are responsible for the other information. The other information comprises the information
included in the Annual Report on pages 4 to 18 and pages 55 to 70, but does not include the consolidated
financial statements and our auditor’s report thereon. 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 Group for the preparation of consolidated financial
statements that give a true and fair view in accordance with New Zealand equivalents to International
Financial Reporting Standards, and for such internal control as the directors determine is necessary to
enable the preparation of consolidated financial statements that are free from material misstatement,
whether due to fraud or error.

In preparing the consolidated financial statements, the directors are responsible for assessing the Group’s
ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using
the going concern basis of accounting unless the directors either intend to liquidate the Group or to cease
operations, or have no realistic alternative but to do so.
Auditor’s Responsibilities for the Audit of the Consolidated Financial
Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as
a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report
that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an
audit conducted in accordance with ISAs (NZ) will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate,
they could reasonably be expected to influence the economic decisions of users taken on the basis of these
consolidated financial statements.

A further description of our responsibilities for the audit of these financial statements is located at the
External Reporting Board (XRB) website at:
https://www.xrb.govt.nz/standards/assurance-standards/auditors-responsibilities/audit-report -1/
This description forms part of our independent auditor’s report.

The engagement director on the audit resulting in this independent auditor’s report is Richard Dey.

54
PROMISIA HEALTHCARE LIMITED



| 4
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
29 June 2023

55
ANNUAL REPORT 2023
CORPORATE GOVERNANCE
Strong governance is fundamental to the performance of Promisia Healthcare Limited and Promisia’s Board is
ultimately responsible for ensuring that Promisia and its subsidiaries maintain high ethical standards and corporate
governance practices.
Statement of compliance
Promisia is committed to enhancing investor confidence through good corporate governance practice and
accountability in accordance with the Promisia Group Corporate Governance Code. This corporate governance
statement provides an overview of Promisia’s governance framework and discloses Promisia’s practices in relation to
the recommendations contained in the NZX Corporate Governance Code (17 June 2022) (NZX Code). The information
contained in this corporate governance statement has been prepared in accordance with NZX Listing Rule 3.8.1(a).
The Board considers that for the 12 months ended 31 March 2023 (FY23), Promisia’s corporate governance practices
and policies have been appropriately aligned with the NZX Code. Any exceptions are identified at the end of this
governance report.
PRINCIPLE 1: ETHICAL STANDARDS
“Directors should set high standards of ethical behaviour, model this behaviour and hold management accountable
for these standards being followed throughout the organisation.”
Code of Conduct
Promisia maintains high standards of ethical behaviour by which the directors, employees, contractors for personal
services and advisers of Promisia are expected to conduct themselves. These standards are described in Promisia’s
Code of Conduct, attached as Appendix B in Promisia’s Corporate Governance Code.
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
Promisia; and
• comply with Promisia’s internal policies at all times.
Whistleblower Policy
Promisia encourages employees to speak out if they have concerns that Promisia’s policies have been breached,
including any breach of ethics. The avenues for doing so are detailed in the Protected Disclosures (Whistleblowers)
Policy.
Securities Trading Policy
All directors and employees including secondees, contractors and consultants of Promisia and its subsidiaries are
subject to Promisia’s Securities Trading Policy, which outlines the prohibition on dealing in Promisia securities while
holding inside information. Promisia’s directors and employees must abide by this policy whenever they deal directly
or indirectly in Promisia securities.
In particular the policy provides:
• Directors and employees are prohibited from trading in Promisia securities during “blackout periods” unless
an exemption is provided by the Board. These blackout periods run from 1 October until the date Promisia’s
half year results are announced and from 1 April until the date Promisia’s full year results are announced.
Additional blackout periods may be implemented at the Board’s discretion.

56
PROMISIA HEALTHCARE LIMITED
• Directors and employees may trade in Promisia securities outside of a blackout period so long as they are not
in possession of material information.
• Restricted Persons (being directors and certain employees) may trade in Promisia securities only after
notifying the Chair of the Board of their intention to trade in Promisia securities, confirming they are not in
possession of material information and that there is no known reason to prohibit trading.
There have been no dealings in Promisia’s securities other than as disclosed in Notes 21 and 22.
Details of matters entered into the Interests Register by individual Directors during FY23 are outlined on page 67 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 the Board’s
relationship with management. The main functions of the Board are set out in the Corporate Governance Code and
include:
• reviewing and approving Promisia’s strategic, business and financial plans and monitoring and overseeing
Promisia’s performance and results against these plans to evaluate management’s effectiveness;
• ensuring Promisia has adequate management to achieve its objectives, including through selecting,
supporting, setting delegated authorities for and, if necessary, replacing senior management;
• reviewing and approving material transactions, investment and divestment decisions and capital expenditure
decisions that the Board has determined require Board approval prior to implementation;
• ensuring ethical behaviour of Promisia, the Board, management and employees including compliance with
Promisia’s constitution, NZX Listing Rules and regulations and relevant laws, auditing and accounting
principles;
• fostering an appropriate corporate culture, including by acting in such a way that Board meetings and
discussions promote focused debate in a supportive team atmosphere; and
• overseeing the financial and operational controls of the business including risk management policies and
strategies.
The roles of the Board, individual directors, committees of the Board, and senior management positions in the
direction and management of Promisia are described in Promisia’s Corporate Governance Code. The Code also
describes the relationships between each of these positions.
Nomination and appointment process
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.
The Board asks for Director nominations each year prior to the Annual Shareholders’ Meeting, in accordance with the
constitution of Promisia and the NZX Listing Rules. 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.
Directors’ selection is based on the value they bring to the Board table including their skills, commercial experience,
strategic thinking and general business acumen. 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.
Newly elected Directors are expected to familiarise themselves with their obligations under the constitution, Board
Charter and the NZX Listing Rules.
CORPORATE GOVERNANCE

57
ANNUAL REPORT 2023
CORPORATE GOVERNANCE
The Board believes the current Directors offer valuable skill sets and experience to Promisia and that each Director
has the necessary time available to devote to the position. The Board does however believe it would be appropriate to
expand the Board to at least four Directors to compliment the skill sets of the current Board. The Board has engaged
external advice to identify the optimum mix of skills, experience and independence required for executing the
Company’s growth strategy, further described below.
Letters of Appointment
All Directors have entered into a written agreements with Promisia establishing the terms of their appointment.
Director Details
The 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 to view on
Promisia’s website at https://www.promisia.co.nz/investor-centre/#governance-&-policies.
The Board is developing a succession plan and reviewing Board composition as part of the governance review process
outlined below.
Director Independence
Helen DownIndependent Director and Acting ChairAppointed 30 May 2017
Thomas BrankinNon-independent Executive DirectorAppointed 7 May 2013
Craig PercyIndependent DirectorAppointed 19 August 2022
The Board considers the majority of Promisia’s directors to be independent for the purposes of the NZX Listing Rules,
being Helen Down and Craig Percy. In order for a Director to be independent, the Board must determine that he or
she is not an executive of Promisia Healthcare Limited and has no disqualifying relationship or interests, including
relationships or interests of the kind listed in Table 2.4 of the NZX Code. The Board has regard to the NZX Listing
Rules in any determination of Director independence.
The Board has determined that Thomas Brankin is a non-independent director. Thomas Brankin has an interest in
approximately 53% of the shares in Promisia Healthcare Limited. He also holds an Executive role within the Company,
which is described further under Principle 5 (Remuneration).
Separation of Chair and Senior Management
The Board supports a separation of the roles of Chair from senior management. Promisia’s Chair is an Independent
Director who is elected by the Directors.
Interests Register
Directors are required to notify Promisia of any interests they have that could impact an assessment of their
independence or their ability to act in the best interests of Promisia. Promisia has processes in place to manage
any conflicts of interest with directors who are interested in a matter. These are detailed in Promisia’s Corporate
Governance Code.
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
identity, sexual orientation, age, differences in physical abilities, languages and education.
Promisia’s approach to diversity is outlined in the Diversity and Inclusion Policy which sets out how Promisia will meet
its commitment to creating a diverse workforce and inclusive workplace environment.
For the 12 months ended 31 March 2023, 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.
As at 31 March 2023, females represented 25% of Directors and senior managers of Promisia. This is a 5% increase on
the percentage of female Directors and senior managers of Promisia in the last reporting period (FY22: 20%). Promisia
has 335 employees of which 10% are male and 90% are female.

58
PROMISIA HEALTHCARE LIMITED
CORPORATE GOVERNANCE
The following table outlines the gender composition of Directors and senior managers as at 31 March 2023:
FY23
Male
FY23
Female
FY22
Male
FY22
Female
Directors2131
Senior managers 1010
Total3141
Director Training and Performance
Promisia 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.
Promisia also facilitates regular visits to Promisia’s facilities, meetings with senior management and engagement with
Promisia’s external advisers to ensure Directors are involved in and understand the needs of Promisia’s business.
Promisia continues to invest in ensuring its Board has the optimum mix of skills, experience and independence
required for executing Promisia’s growth strategy. As part of these long-term plans, a review of the Board’s
composition was instigated in August 2022. The review is being carried out by an external governance expert, Richard
Westlake, and involves a full review of Promisia’s governance structure and practices. The review remains ongoing.
As the Board review is completed, Promisia will ensure a continuous training programme for Directors is incorporated
into the final structure.
PRINCIPLE 3: BOARD COMMITTEES
“The Board should use Committees where this will enhance its effectiveness in key areas, while still retaining Board
responsibility.”
Audit and Risk Management Committee
The Board has established an Audit and Risk Management Committee to act as a delegate of the Board on financial
reporting, internal control and risk management issues. The Audit and Risk Management Committee is responsible
for:
• assisting the Board in carrying out its responsibilities concerning accounting practices, policies and controls
relative to the Company’s financial position.
• making appropriate enquiries into any audit of Promisia’s financial statements, including providing the Board
with additional assurance about the quality and reliability of any financial information issued publicly by
Promisia from time to time;
• reviewing the operation and effectiveness of Promisia’s internal controls and risk management practices in
consultation with senior management (see Principle 6 (Risk Management) below);
• providing an avenue of communication between auditors and Directors, particularly in relation to financial
reporting and risk management matters; and
• otherwise maintaining Promisia’s relationship with external auditors (see Principle 7 (Auditors) below).
The Committee operates under the Audit and Risk Committee Charter. The Audit and Risk Management Committee is
comprised of Helen Down, Craig Percy and Thomas Brankin.

59
ANNUAL REPORT 2023
CORPORATE GOVERNANCE
The Committee was also supported during the year by Senior Manager, Stuart Bilbrough, who has strong financial
management experience in the aged care sector. In addition, Craig Percy has also had substantial practical knowledge
and experience with managing the financial management of aged care facilities and his expertise has been very useful
in his role in the Audit and Risk Committee. As part of the governance review currently being undertaken the Board
has identified that its accounting and financial experience could be strengthened. This will be a core skill set sought
when recruiting a new director. In the interim the Board has engaged Baker Tilly to provide support to the Audit and
Risk Committee in performing its functions.
Other Committees
Given that the Board only consists of three Directors at present, Promisia does not have a separate remuneration
committee. The Board as a whole fulfils this function. When an additional independent director is appointed, it is
intended to establish a remuneration committee.
The Board has not established a nomination committee. The view of the Board is that the nomination and appointment
of directors is a matter for the whole Board and not for a committee.
The Board may establish other committees as required.
Takeover Protocols
In the case of a takeover offer, Promisia will form an Independent Takeover Committee to oversee a response to the
offer and engage expert legal and financial advisors to provide advice and ensure compliance with the Takeovers
Code.
Meeting attendance by non-committee members
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.
Executive directors do not participate in deliberations relating to their own remuneration. Management can only
attend Board meetings at which remuneration is discussed at the invitation of the Board.
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 FY23.
Board MeetingsAudit and Risk Management Committee
Total number of meetings held72
Helen Down7/ 72/2
Craig Percy
1
5/71/2
Tom Brankin7/ 70/2
Andrew Mitchell
2
2/71/2
Stephen Underwood
2
2/71/2
1. Craig Percy was appointed to the Board on 19 August 2022.
2. Andrew Mitchell and Stephen Underwood retired from the Board on 19 August 2022.

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PROMISIA HEALTHCARE LIMITED
PRINCIPLE 4: REPORTING & DISCLOSURE
“The Board should demand integrity in financial and non-financial reporting, and in the timeliness and balance of
corporate disclosures.”
Continuous Disclosure
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 Promisia. All significant announcements made
to NZX, and reports issued, are posted on Promisia’s website.
Promisia has procedures in place to ensure that it complies with its continuous disclosure requirements under the
NZX Listing Rules so that:
• All investors have equal and timely access to material information concerning Promisia, 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 Chair 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 responsibilities and procedures for releasing material
information to the market.
Key governance documents
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 Promisia’s website at https://www.promisia.co.nz/
investor-centre/#governance-&-policies.
Promisia’s corporate governance policies were last reviewed in 2021 and are available to view at https://www.promisia.
co.nz/investor-centre/#governance-&-policies. A review of these policies is a key item in Promisia’s work plan for the
upcoming year and will be carried out as required by recent updates to the NZX Code.
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 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 2023, 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 Companies Act 1993 and the Financial Markets Conduct Act 2013.
Senior management 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 Promisia’s website.
CORPORATE GOVERNANCE

61
ANNUAL REPORT 2023
Non-financial Reporting
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.
Promisia discusses its non-financial objectives and its progress against these objectives in the Chair and senior
management’s commentary in shareholder reports, and at other investor events during the year including investor
presentations and the Annual Shareholders’ Meeting.
Given Promisia’s size, the Board has elected not to adopt a formal environmental, social and governance framework.
The Company remains aware of changes to non-financial reporting standards, particularly changes to climate-related
disclosures. Promisia’s Continuous Disclosure Policy governs the responsibilities and procedures for releasing
material information to the market.
PRINCIPLE 5: REMUNERATION
“The remuneration of directors and executives should be transparent, fair and reasonable.”
Remuneration of directors
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. The current Director fee pool was approved by shareholders in 2020. The Board
obtained legal advice in FY23 to ensure director remuneration was benchmarked appropriately against Directors fees
for comparable listed companies and companies operating in similar sectors to Promisia. The Directors fees were
reallocated between the Directors upon completion of the review, effective on and from 1 October 2022. Promisia
believe the fees are set at a fair market rate as a result.
The amount payable currently to each non-executive Director is $45,000 per annum (other than the Chair). The
Chair/Acting Chair 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.
Promisia’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.
Details of Director remuneration in FY23 is detailed below.
Director FeesCommittee
Fees
Fees for Additional
Services
FY23 Total
Helen Down
2
55,000--55,000
Thomas Brankin50,000-250,000
4
300,000
Craig Percy
3
24,750--24,750
Stephen Underwood
1
31,250-100,000
5
131,250
Andrew Mitchell
1
11,554--11,554
Total Fees172.6-350,000522,554
1. Stephen Underwood and Andrew Mitchell stepped down from the Board on 19 August 2022
2. Helen Down was appointed Acting Chair on 19 August 2022
3. Craig Percy was appointed to the Board following the Annual Shareholders’ Meeting on 19 August 2022
4. Additional fees paid to Thomas Brankin for executive services. See commentary below.
5. Additional fees paid to Stephen Underwood for services, following his retirement as a director. See commentary below.
CORPORATE GOVERNANCE

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PROMISIA HEALTHCARE LIMITED
Fees for Additional Services
Following Stephen Underwood’s retirement, Promisia engaged Stephen in a consulting role for a twelve-month term
from 1 October 2022 to provide support to the Board and senior management.
Thomas Brankin was paid $250,000 for his executive services to Promisia during FY23. These services included the
acquisition of Aldwins House, financing for that acquisition, the merger of Rannerdale residents and staff into Aldwins
House, the acquisition of 74 & 76 Aldwins Road, assisting the Ranfurly Manor development and, investigating to
various stages, five separate acquisition opportunities.
Promisia believe the fees paid as above reflect a fair market rate for the services provided to Promisia.
Disclosure under Rule 5.2.2(e)
The Board continues to invest a significant amount of time into identifying opportunities for future growth. This
includes researching various sites and facilities, meeting with potential partners and undertaking due diligence on
promising opportunities.
To assist in the identification of further opportunities, Promisia entered into an agreement to provide services
(Agreement) with Design Care Group Limited under which Thomas Brankin is to provide executive and strategic
services to Promisia in order to grow its operations and property holdings in the aged care sector. The Agreement
commenced on 1 April 2023 and continues until terminated by either party on one month prior notice. Under the
Agreement:
• Thomas Brankin will be paid a monthly fee of $10,000 plus GST. This payment replaces Directors fees
previously paid to Thomas Brankin.
• A transaction fee is to be paid upon Promisia acquiring or disposing of any aged care business or real
property as a result of Mr Brankin’s services. The transaction fee will be the lesser of $75,000 plus
GST and 1% of the aggregate purchase price paid or payable (or in the case of a disposal, received or to be
received) by Promisia in respect of the transaction (plus GST).
Promisia did not seek approval of entry into the Agreement by shareholders in reliance on the exception under Rule
5.2.2(e) of the NZX Listing Rules.
Remuneration of Executives and Employees
Executive remuneration consists of a salary (including KiwiSaver contributions from Promisia ) with the ability to
participate in Promisia’s Staff Share Scheme as an additional incentive, under which the ability to acquire shares may
be granted .
The review and approval of senior management remuneration is the responsibility of the Board. The Board believes
senior management remuneration is fair and reflects the performance requirements and expectations of the role.
Senior management remuneration comprises a fixed base salary (which includes KiwiSaver contributions), and the
ability to participate in the Group’s Staff Share Scheme. The Staff Share Scheme acts as a long-term incentive by
offering unpaid shares which may be paid up in tranches as they vest.
Promisia intends to develop a Remuneration Policy during its review of Promisia’s internal policies, which outlines the
processes and framework for remuneration of senior management and employees, including the relative weightings of
remuneration components and performance criteria.
More information on executive remuneration, including entitlements, is set out on pages 44 and 49 of the financial
statements.
SalaryBenefits and IncentivesTotal Remuneration
FY23Stuart Bilbrough
1
298,826Nil298,826
FY22Chris Brown
2
204,363Nil200,000
1. Stuart Bilbrough commenced the role of CEO from 9 May 2022. Stuart resigned as CEO on 28 March to refocus on his
healthcare consulting business. Stuart’s resignation will be effective from 30 June 2023.
2. Chris Brown was appointed as CEO on 23 August 2021 and resigned on 22 April 2022.
CORPORATE GOVERNANCE

63
ANNUAL REPORT 2023
CORPORATE GOVERNANCE
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 risks proactively. The Audit and Risk Management Committee assists the Board
in carrying out its risk management responsibilities by providing additional oversight regarding Promisia’s risk
management framework and monitoring compliance with that framework.
The Board delegates day to day management of the risk management framework to senior management. The
executive team and senior management are required to regularly identify 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 30 to 32 of the financial statements.
Non-financial risks have been summarised as:
Government fundingThe facilities receive residential care subsidy funding from Te Whatu Ora which
may be subject to change. Any loss in aged care facility funding will have a
material adverse effect on financial performance.
Changes to legislationAged care providers need to meet standards set by the Health and Disability
Services Standards and all facilities that offer occupation right agreements
need to comply with the Retirement Villages Act 2003. Significant changes
to certification standards and requirements of retirement village operators
may create additional obligations and costs on aged care operators. Any such
additional obligations and cost may have a material adverse effect on financial
performance.
Labour availability, cost and
turnover
Aged care facilities rely on the staffing of care and non-care positions. These
positions are paid at the lower end of pay scales, primarily due to underfunding
by Te Whatu Ora. Labour availability and cost makes attracting staff to the aged
care sector difficult.
Infection controlProcesses and procedures to manage the risks of viruses such as norovirus and
Covid-19 to both staff and residents have been developed and implemented
successfully. The company will use its proven infection control policies and
practices, amended as required, to manage any new viral outbreaks.
OccupancyTo generate revenue and cover its costs, Promisia must maintain certain levels
of occupancy at its facilities. Any significant drop in occupancy will have a
financial impact on Promisia’s earnings.
Property MarketA downturn in the national or regional property market could impact the demand
for and Promisia’s ability to sell or re-sell units and, to a lesser extent, care
suites, as well as the value that can be achieved on the sale or resale of a unit or
care suite and the timeframe to complete such sales. As Promisia’s village units
and care suite portfolio increases in size, a sustained downturn in the national
or regional property market could have a material adverse effect on financial
performance.
Property DevelopmentPromisia’s development at Ranfurly Manor remains ongoing. Most risk
associated with the development has been contracted out. However, Promisia
anticipates further developments, in particular at Aldwins House and Eileen
Mary, where Promisia has acquired adjoining land in the last reporting period.
Promisia will have to manage the risks associated with construction when
instigating and implementing these projects.

64
PROMISIA HEALTHCARE LIMITED
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.
Promisia’s health & safety risks are monitored on a daily basis and any issue that is deemed a moderate or high risk is
documented and provided to the Board of Directors on a monthly basis. This includes a clear directive action plan to
resolve. 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 FY23.
PRINCIPLE 7: AUDITORS
“The Board should ensure the quality and independence of the external audit process.”
External Auditors
The Audit and Risk Committee Charter governs the Board’s relationship with its external auditors. Promisia’s
compliance with the Audit and Risk Committee Charter 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.
• free and open communication between the Directors and external auditors is maintained.
In relation to Promisia’s relationship with external auditors, the Audit and Risk Committee is responsible for:
• Reviewing and enquiring into Promisia’s financial statements, including providing the Board with additional
assurance about the quality and reliability of any financial information issued publicly by the Company from
time to time.
• Approving the auditor’s engagement letter and setting audit fees.
• Pre and post audit meetings, including any meetings with auditors or senior management as required.
• Reviewing the Company’s annual audit plan and audit timetable.
• Reviewing the management letter, auditor performance and ensuring rotation of the audit partner.
• Approving any non-audit engagements performed by the audit firm.
For FY23, William Buck Audit (NZ) Limited was the external auditor for Promisia Healthcare Limited. William Buck
Audit (NZ) Limited was first appointed as auditor on 31 May 2019. Rotation of the audit partner occurs every five years.
All audit work at Promisia is separated from non-audit services, to ensure that appropriate independence is
maintained. William Buck Audit (NZ) Limited provided only audit work in FY23. The amount of fees paid to William
Buck Audit (NZ) Limited during FY23 is identified on page 35.
William Buck Audit (NZ) Limited has provided the Audit and Risk Management Committee with written confirmation
that, in its view, it was able to operate independently during the year.
Auditor attendance at the Annual General Meeting
William Buck Audit (NZ) Limited 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.
CORPORATE GOVERNANCE

65
ANNUAL REPORT 2023
Internal Audit
Promisia does not have a dedicated Internal Auditor role. 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.
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.”
Access to information
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 .
Promisia maintains an investor relations section on the company’s website available to access at https://www.
promisia.co.nz/investor-centre/. This provides access to key corporate governance documents, copies of all major
announcements, company reports and presentations.
Investor communication
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 addition to shareholders, Promisia has a wide range of stakeholders and maintains open channels of communication
for all audiences, including the investing community, Promisia’s staff and residents and parties involved in the aged
care industry.
Voting on major decisions
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.
Additional equity offers
Should Promisia consider raising additional capital, Promisia will structure the offer having regard to likely levels of
shareholder participation and optimising and enhancing the ability to maximise the level of capital raised. The Board
will look to give all shareholders an opportunity to participate in any capital raising.
Notice of meetings
Promisia aims to provide at least 20 working days of the notice of the Annual Shareholders Meeting, which is posted
on Promisia’s website, announced on the NZX and sent to shareholders prior to the meeting each year. In 2022, due
to Board changes, only eleven days’ notice was provided. The Board remains very conscious of managing costs
for shareholders. Therefore, the 2022 Meeting was an in-person only event. The Board will review the format of the
Meeting each year, taking into account shareholder feedback and cost to shareholders.
Variance to NZX Corporate Governance Code in FY23
The following variances to the NZX Corporate Governance Code have occurred in FY23 and been approved by the
Board.
CORPORATE GOVERNANCE

66
PROMISIA HEALTHCARE LIMITED
CORPORATE GOVERNANCE
NZX Code PrincipleNZX Co
Recommendation
Key DifferenceStatus
Code of Ethics1.1 Training should be
provided regularly
PHL does not have a formal
training schedule. New
employees are encouraged
to read the Code and it
can be easily found on the
company website.
A more formal training
schedule will be reviewed.
Board Composition2.5 An issuer’s Diversity
Policy should include
measurable objectives
PHL does not have
measurable objectives in
place
Management encourages
a culture of diversity and
inclusiveness at PHL and
provide regular reporting
and monitoring on diversity
to the Board
Board Committees3.1 Membership of the
Audit Committee should
comprise non-executive
directors of the Issuer
In order to comply with
NZX Listing Rule 2.13.1
that at least three directors
by on the Committee,
executive director, Thomas
Brankin, is a member of the
Committee
This will be a core skill set
sought when recruiting a
new director.
3.3 An Issuer should have
a Remuneration Committee
PHL does not have a
Remuneration Committee
While the Board only
consists of three directors,
matters ordinarily dealt
with by the remuneration
committee are dealt with
by the full 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
Reporting and Disclosure4.3 Non-financial
disclosures including
environmental, economic
and social sustainability
risks
PHL does not have a formal
sustainability programme
Promisia is committed
to using its resources
responsibly
Reporting and Disclosure5.2 Remuneration policy for
remuneration of directors
and officers
PHL does not have a
Remuneration Policy
A review of internal policies
is a key item in Promisia’s
work plan for the upcoming
year. A Remuneration
Policy will be prepared
during this review.
Shareholder Rights &
Relations
8.5 20 working days’ notice
of shareholder meeting
Eleven working days’
notice was provided in
2022
Promisia aims to provide
20 working days’ notice

67
ANNUAL REPORT 2023
OTHER DISCLOSURES
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 2023:
Directors Interests
DirectorCompany/EntityNature of Interest
Tom BrankinPromisia Healthcare Ltd and subsidiariesShareholder and Director
iAgri LtdShareholder and Director
iAgri 2003 LtdShareholder and Director
Design Care Group LtdShareholder and Director
OTB Properties LtdShareholder and Director
Zany Zeus 2020 LimitedShareholder
Helen DownPromisia Healthcare Ltd and subsidiariesShareholder and Director
Advisory Boards NZ LimitedShareholder and Director
Helen Down LimitedShareholder and Director
Craig PercyPromisia Healthcare LimitedDirector
Greytown Retirement Properties LimitedShareholder and Director
The Orchards GP LimitedShareholder and Director
Crafted Solutions LimitedShareholder and Director
Director Holdings
DirectorShares in which a director has a relevant interest
Tom Brankin11,237,165,711
Helen Down500,000
Securities dealings
There have been no dealings in the company’s securities other than as disclosed in Notes 21 and 22.
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 2023.
Credit rating
Promisia has no credit rating.

68
PROMISIA HEALTHCARE LIMITED
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.
$FY23FY22
$100,000 - $140,00031
$190,001 - $200,0001
$240,001 - $280,0001
Directors Remuneration
Included on page 49 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 appointed
Stephen Underwood (retired 19 August 2022)8 June 200531 May 2019
Tom Brankin7 May 201331 May 2019
Helen Down30 May 201711 June 2020
Andrew Mitchell (retired 19 August 2022)23 December 2021-
Craig Percy19 August 2022-
Donations
The Group made no donations during the period 1 April 2022 to 31 March 2023.
OTHER DISCLOSURES

69
ANNUAL REPORT 2023
Top 20 shareholders as at 31 March 2023
RankHolder Number Held% Held
1Thomas David Brankin & Michael John Kirwin Lay 11,237,165,711 52.42%
2Jillian Mary O`Brien 1,089,329,066 5.08%
3Andrew Raymond Mitchell 1,022,102,561 4.77%
4Donald Hamish Mackintosh 908,789,242 4.24%
5Public Trust Limited 515,000,000 2.40%
6Derek Montgomery Daniel & Aka Trustees Limited 500,000,000 2.33%
7Jarden Custodians Limited 500,000,000 2.33%
8Stephen Underwood 265,602,227 1.24%
9Aeneas Edward O`Sullivan 265,000,000 1.24%
10CPH Hospitality Limited 241,501,600 1.13%
113 J`S Limited 214,695,834 1.00%
12Brian John Drake 200,000,000 0.93%
13Christchurch Treeman Limited 200,000,000 0.93%
14Ian David Penny & Alexander James Mcphail & David Kenneth Brown 200,000,000 0.93%
15Paul Ainsworth 194,388,861 0.91%
16Paul Allen Nielsen 122,515,899 0.57%
17William Noel Coughlan & Judith Wynne Coughlan 120,000,000 0.56%
18Andrew Alan Bardsley & Jacquiline Anne Bardsley 115,000,000 0.54%
19George Craig Royal 113,508,830 0.53%
20Douglas John Braithwaite 109,999,999 0.51%
Spread of shareholders
Holding RangeNo. of HoldersTotal Shares% Issued Capital
1-1000240%
1001-500015,0000%
5001-10000220,0000%
10001-500009408,9400%
50001-100000111,030,3510%
Greater than 100,00062421,433,510,859100%
OTHER DISCLOSURES

70
PROMISIA HEALTHCARE LIMITED
DIRECTORY
Registered office
Duncan Cotterill
Level 2, 50 Customhouse Quay
Wellington, 6011
Directors
Stephen Underwood (resigned 19 August 2022)
Thomas Brankin
Helen Down
Andrew Mitchell (resigned 19 August 2022)
Craig Percy (appointed 19 August 2022)
Auditor
William Buck Audit (NZ) Limited
Bank
Bank of New Zealand
Kiwibank
Solicitors
Duncan Cotterill
Wellington

www.promisia.co.nz