Promisia Healthcare Limited 2024 Annual Report

Annual Report 2024
FOR THE YEAR ENDED
31 MARCH 2024

On behalf of the Board and
Management of Promisia Healthcare
Limited, we are pleased to
present the Annual Report for
the financial year ended 31 March
2024 (FY24). In this report we
detail our performance over FY24,
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.
Rhonda Sherriff

Chair
26 June 2024
2

Strategically located in well established
communities, our retirement villages and aged care
facilities offer residents a place they can call home.
Our commitment is to high quality personalised
support, tailored to the unique needs of each
individual. We provide a diverse range of living
options, including retirement villas, care suites,
rest home, and hospital care. Additionally, our
specialised services encompass dementia care,
palliative care, respite care, and support for young
disabled individuals, offering invaluable assistance
to families and communities alike.
Trust forms the cornerstone of our approach.
We build strong, transparent relationships with
our residents and their families, foster open
communication and offer peace of mind. Integrity
guides our actions as we uphold the trust placed in
us by those under our care.
Promisia is a New Zealand
based aged care and retirement
living provider, with a focus
on delivering care that makes
a difference.
Caring is our
business.
Our purpose is to provide care that
makes a difference.
This guides our decision making as
an organisation, from our Board and
management through to our nurses,
caregivers and support staff.
We are committed to:
• Delivering excellent skilled care
regardless of a person’s financial
circumstances
• Respecting each resident’s rights to be
supported to live a good life
• Providing a safe environment for people
to thrive in
• Communicating with good intent
• Acting with integrity in all we do
3

Community
focused across
New Zealand.
Our values are at the heart of all that
we do.
Supportive: We work side by side with
our residents and their whānau to support
the choices they make during their time
at Promisia
Integrity: We can be trusted to do what we
say we will
Care: We treat our residents, their whanau
and our colleagues with compassion,
understanding and respect
Community: We foster caring, connected
communities
Ranfurly Manor,
Feilding
Nelson Street,
Feilding
Eileen Mary,
Dannevirke
Aldwins House,
Christchurch
Existing Facility
Greenfield Site
1
2
4

Our strategy.
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
facilities; 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 focus for FY24 was to build on the
groundwork laid in preceding years to
strengthen our business and create a robust
scalable platform for growth, with strong
leadership and governance.
We made excellent progress with the
appointment of new Directors and a
strengthened leadership team, in tandem with
enhancements to our operating systems and
bolstered financial resilience.
The demand for quality personalised care
continues to escalate. With a strong foundation
now in place, we are well positioned to
capitalise on this continuing trend, through
our existing facilities and with a landbank of
potential development opportunities.
We are innovative in our approach and our size
allows us to be move nimbly to take advantage
of emerging opportunities. We look forward
to the coming year with confidence, as we
capitalise on the promise of growth ahead.
Building a stronger foundation
for growth.
5

Commercial
highlights &
key events.
FY24 Snapshot
• Welcomed new Board leadership with
the appointment of industry expert,
Rhonda Sherriff, as Chair in July 2023
• Appointed Jill Hatchwell as an
Independent Director and Chair of the
Risk Assurance and Audit Committee
in August 2023
• Restructured and strengthened
the leadership team with appointment
of Karen Lake as Group GM in July
2023, followed by recruitment of
Francisco Rodriguez Ferrere as GM
Finance and Blesster Saga as Clinical
& Quality Manager
• Review of strategy and reset of
objectives to drive commercial growth
• Successfully extended banking
facilities and agreed improved terms
“We made excellent progress
in FY24 as we prioritised the
essentials and created a strong
platform for growth.”
383
Available care beds
(including care apartments)
FY23: 369
$ 9,6 7 8
EBITDAF
1
per available care bed
FY23: $10,770
85%
Bed occupancy
FY23: 87%
4
Facilities
FY23: 4
44
Village units
FY23: 26
100%
Village unit
occupancy
FY23: 100%
312
Team members
FY23: 278
1
EBITDAF is operating earnings before interest, tax, depreciation, amortisation and fair value adjustments and is a non-GAAP number.
6

Financial
snapshot.
• 10% year on year increase in operating revenue,
up to $26.3m
• Underlying EBITDAF
3
of $3.8m, down 8% year
on year
• Net profit after tax of $1.6m, up 136% year
on year
• 18% increase in total assets to $84.3m
• 6% improvement in debt position as at 31 March,
down to $29.2m, undrawn facilities and cash of
$0.5m
• 37% increase in Net Tangible Assets per share to
0.126 cents
Positive second half momentum
following appointment of new
leadership team.
2
EBITDAF is operating earnings before interest, tax, depreciation, amortisation and fair value adjustments and is a non-GAAP number.
3
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 $0.1m are included in the FY24 results. See page 20
for Non-GAAP to GAAP reconciliation.
FY24
$000
FY23
$000
Total operating revenue26,29323,834
Fair value movement in property3,64147
EBITDAF
2
3,6393,535
Underlying EBITDAF
3
3,7594,107
Net profit for the period1,635692
Total assets84,34571,761
Cash and available facilities1182,059
Debt29,15530,872
Net operating cashflow7,4907,0 74
Financial highlights
7

Chair’s report.
The last year has been an important one for our
business, as we built upon the work of preceding years
to create a strong foundation for growth.
Notably, we refreshed and strengthened our Board
and leadership team with the appointment of highly
qualified, experienced and passionate individuals. At
Board level, I was pleased to join as Chair of Promisia in
July 2023, with Jill Hatchwell also joining at that time
as an Independent Director and chair of Promisia’s
Risk Assurance and Audit Committee. I would like to
acknowledge and thank Helen Down, who stepped in as
Acting Chair for 12 months until my appointment, for her
time, support and valued contributions to Promisia.
The resignation of Promisia’s previous CEO in June last
year provided the opportunity for the Board to consider
the structure and executive needs of our business.
We appointed Karen Lake as Promisia’s new Group
General Manager in August 2023. Karen has extensive
experience in the aged care, retirement and healthcare
sectors, having worked for NZX listed providers,
Oceania and Ryman Healthcare for a number of years.
She brings a passion for excellence, innovative thinking
and extensive industry knowledge.
The Board also appointed Francisco Rodriguez Ferrere
as the new GM Finance, where he has made significant
improvements to our financial operations. Additionally,
Blesster Saga was appointed to Clinical and Quality
Manager. This newly created role separates clinical and
operational management of our business, with long
standing team member, Virginia Dyall-Kalidas, taking
on the role of Group Operations Manager.
Not only has the leadership team been reinvigorated,
but a number of new roles and appointments have also
been made to the facilities management teams, which
ensures a more specialised focus on those areas that
are important to us – quality care, positive clinical
outcomes, and staff, resident and family satisfaction.
We took the opportunity of new leadership to
revisit our strategy and commercial objectives. We
have reconfirmed our four strategic pathways and
management has set out a strong plan to achieve our
goals, which has been endorsed by the Board.
Increasing strength and performance
The work we have been doing is resulting in improved
resident and employee satisfaction, an enhanced
reputation and growing occupancy.
In particular, we saw positive traction in the second half
of the year with the new leadership team at the helm.
Revenue and profit increased year on year, and
Underlying EBITDAF (which is a key metric for the
company) significantly improved in 2H 2024 and was up
27% on the first half.
“In FY24, Promisia made
excellent progress on the
fundamentals, putting the
business in a strong position
for growth.”
Rhonda Sherriff, Chair
8

Following the rebuilding of the finance team in Q2
FY24, solid progress has been made to strengthen
Promisia’s financial footing, with a focus on lowering
debt, enhancing cashflow and improving reporting.
Notably, Promisia has successfully extended its banking
facilities with improved terms, enabling the repayment
of all second-tier lending on the Aldwins Road land
acquisitions in 2023 and reduced interest costs.
The valuations for the Group’s four facilities increased
13% overall. Net Tangible Assets per share increased by
37% in the year to 0.126 cents.
More information on financial performance can be
viewed on page 20.
Strategic progress
Stronger business
While the first half of the year was a time of transition as new leadership was recruited, the second six months has been
an intense period of activity. Much of this was carried out behind the scenes, as financial and operating processes and
systems were improved and efficiencies enhanced.
The recent appointment of a Quality Project Manager supports the senior management team to deliver on Promisia’s
strategic goals to enhance clinical and quality standards, raise brand and profile awareness, increase employee skill
and knowledge base, deliver on initiatives to promote village sales and raise overall occupancy levels, and to contribute
to the realisation of financial projections.
The Promisia Roster
Over the past six months, a particular focus has been on
implementing a Promisia Roster, attached to the Primary
Nursing Care Model, into Aldwins House. This is already
showing improved resident and staff satisfaction. Under
this model, nurses and caregivers are assigned to a
particular group of residents, building trust and creating
stronger relationships and improved care outcomes.
Rostering schedules have been aligned to the new
system, resulting in better schedules for staff, increased
efficiency and significant savings.
The call system has also been revamped with investment
into a digital call system that directs calls to smart
devices assigned to the resident’s specific group of care
providers. Hallway enunciators have been silenced and
care staff are only alerted to the calls from their group of
residents and to emergency calls.
9

Maximising occupancy
We have good levels of occupancy across our facilities,
with strong local demand from residents who wish to
remain close to family and in the communities in which
they live. One of our key strengths is the ability to
respond and reconfigure our facilities to meet the needs
of our communities. Many of our beds are dual purpose,
allowing us to quickly adapt to provide for a range of
care needs, from low level to high needs and other
specialist care services.
We invested in increased sales resource in 2023,
resulting in strong sales of the new villas at Ranfurly
Manor, which are now all sold and occupied or
under contract.
Building occupancy at Aldwins House in Christchurch
has also been a focus. Innovative thinking is what we
do best and we recently extended our care offering with
certification for Young Person Disability services for 40
of the 144 beds for both permanent and respite care.
These beds also remain certified for aged residential
care to enable flexibility of admission in accordance with
the need in the community.
The quality innovation members of the senior leadership
team are currently working on other initiatives to
maximise occupancy in all villages.
New Zealand’s Ageing in Place policy has now
been operating for over 20 years, supporting
people to remain living at home instead of
entering residential care.
This means that many of our residents are
older, frailer or requiring higher levels of care
when they come into our facilities. This trend
will continue and we expect increasing levels of
demand for higher level hospital care.
We have an amazing team of carers, who
possess a remarkable blend of compassion,
expertise and dedication. They not only provide
physical assistance but emotional support and
companionship during the most vulnerable
moments, while ensuring dignity and comfort
for their residents. They approach their work
with empathy and sensitivity, and make an
invaluable difference to the lives of our residents
and their loved ones.
10

Diverse revenue streams
Aged care funding remains challenging, with cost
inflation and continuing wage competition for registered
nurses from the public sector. 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. Although a funding increase was received from
Manatū Hauora Ministry of Health in 2023 to enable pay
parity, a pay increase to public sector nurses shortly
after has subsequently led to yet another wage gap.
We offer a competitive rate to our registered nurse
workforce and find that many of them prefer the culture
and environment of working in one of our facilities.
Given the funding challenges, it is critical that we
continually consider additional or new revenue streams
that reduce our reliance on government funding.
For example, in addition to our standard care and
accommodation offers, we offer premium care suites,
which carry an additional supplement in return for
greater space, amenities and aesthetics.
We also benefit from the sale of occupational rights
agreements for independent living units, additional
services paid for by the resident, and deferred
management fees. The new YPD service is another
example of our strategy to create diverse revenue
streams for our business.
Government
funding
$16.1m
61% of revenue
Private
payment
$8.4m
32% of revenue
ORA resale
and DMFs
$1.9m
7% of revenue
11

Dementia care – meeting a growing need
We are looking at ways to respond to the national
demand for more specialist dementia care services.
While the Government’s Ageing in Place strategy has
supported older New Zealanders to remain in their
own homes for longer, the demand for dementia care
services is increasing.
New Zealand’s ageing population means more Kiwis
will require specialist dementia care. As Alzheimer’s
New Zealand reports, nearly 70,000 already live with
dementia mate wareware, with that number projected to
reach 170,000 by 2050.
The risk of dementia increases with age, doubling
every five years after 65 (National Institute of Ageing).
Statistics NZ predicts the over-65 population will hit one
million by 2028. Coupled with New Zealand’s average
lifespan of 82 years, this paints a clear picture of the
growing need in the years to come.
Promisia recognises that the shape of dementia care
is changing globally with more consideration being
given to enhancing quality of life, whilst balancing
safety and a person’s right to live a full and satisfying
life with their diagnosis.
We are well placed to consider our care offering in
this field further, with a high level of dementia care
expertise at all levels of the organisation, from senior
management to our invaluable team members who
work alongside our residents on a daily basis.
12

Network expansion
As a group, Promisia has an innovative and
entrepreneurial mindset with an ability to move quickly
and take advantage of emerging opportunities. A focus
on growth alongside confidence in the quality of our
product puts us in an ideal position.
The development at Ranfurly Manor is now complete,
with all new villas sold or under contract. Given the
success of this development, we will continue to
consider opportunities to develop more independent
living options with occupational rights agreements
(ORAs) and management fees paid for by the resident.
We are also shifting to offering assisted living packages
in the independent apartments to maximise sale of
ORAs within the main building at Ranfurly. Residential
care will continue to be offered in these apartments.
We announced three small but important greenfield
sites abutting existing properties just prior to FY23 year
end which offer development potential, and continued
to identify and assess further potential acquisitions
throughout the year.
13

Our team
Every day, our incredible team of carers, nurses and
support staff provide our residents with joy, friendship
and personalised care. Our team is a mix of local and
international and we have a strong, long standing
workforce which helps to create the family environment
that is such an important part of who we are.
We value our people and work hard to provide an
enjoyable and rewarding workplace. The addition of two
new roles to our management team has enhanced our
focus on quality, clinical care and continuous training,
and the planned recruitment of a new Human Resources
Manager will provide further support for our team.
Health and Safety of our team is of paramount
importance and we are doing all we can to protect
both our own people and others who are a part of
our communities.
We continue to invest in training for our
Caregiving staff through Careerforce and the
development of inhouse education to imbue Promisia
values and culture consistently in the practice of all team
members. We have supported International Registered
Nurses through the CAP courses and our Registered
Nurses through internal and external training. Three
of our Facility Managers are enrolled in the Business
Diploma course through Careerforce and there is also
an extensive internal education programme available for
staff. A member of our Leadership Team is also currently
undertaking a Masters of Nursing.
160
Incredible caregivers
40
Trusted registered
nurses
112
Invaluable support and
administration staff
14

Creating a sustainable business
While a smaller business, we still take sustainability
seriously, whether that be investing in our people,
supporting our communities, or looking after our
environment. This is not just a moral imperative but also
makes good business sense.
Community minded
Our biggest focus is on our people – we believe that
if we invest in and look after our people, they in turn
will deliver excellent care and service to our residents.
Ultimately, this will drive demand for the services and
accommodation we offer, creating a positive cycle
where the success of our business aligns seamlessly
with the fulfilment of our social responsibilities.
Our facilities are an important part of their local
communities and we actively encourage engagement
with both families and friends, and the wider community
alike. At Aldwins House in Christchurch, a close
partnership with the local high school sees students
engaging with residents on a weekly basis. Students are
currently working a business initiative with residents
where they are collaborating to develop artwork for tote
bags, with sharing of sale proceeds. Both residents and
students are benefiting from this relationship.
Environmentally conscious
Promisia is not a climate related reporting entity under
the New Zealand climate reporting regime, however,
environmental care is important to us. We separate
waste and recycling, dispose of chemical waste in line
with protocols, and have initiatives supporting a
circular economy within our facilities, such as Market
Days where residents can swap and sell clothing and
other items.
Our primary source of carbon emissions stems from
electricity consumption, which is exclusively generated
from renewable sources. Our largest waste product is
single use continence products (pads) which are sent
to landfill. There is limited availability of commercially
viable products which reduce the environmental
impact relating to production and disposal, however,
we will continue to assess new products as they come
to market.
When designing and creating new accommodation and
facilities, we will keep sustainability in mind, working
with contractors to enable the reduction of construction
waste where possible, and looking to embed sustainable
elements into our designs, such as solar panels and
grey water recycling.
15

Sector dynamics and Promisia’s outlook
Like many countries around the world, New Zealand has an ageing population, with a growing proportion of people
aged 65 years or older, and increasing life expectancy. Many older people live with a disability and as they age,
demand for aged care services, including residential care, increases. New facilities will need to be built to meet
demand and existing facilities expanded.
Promisia is positioning itself to meet this need with a particular focus on care, while also offering an attractive
independent living environment with support and services for residents.
During FY24, we established a strong foundation for our business. Over the next year, we will continue to strengthen
our business platform, while investing in growth. The work already done this year and the strong focus on occupancy,
quality of care and financial rigour, gives the Board and management confidence in our continued momentum.
We remain committed to building value for our shareholders and expect double digit growth in operating earnings in
FY25 as we deliver on our strategy.
On behalf of the Promisia Board and management, we’d like to thank our shareholders, residents and partners for your
support and belief in our future. We’d also like to thank Promisia’s team for helping us deliver a successful year.
Rhonda Sherriff
Chair
16

Promisia’s leadership team has been refreshed and strengthened
over the last year with the appointment of experienced executives
with significant expertise and knowledge of the sector.
Fresh
leadership for
new times.
17
Promisia Healthcare Limited
Annual Report 2024
Left to Right:
Virginia Dyall-Kalidas, Francisco Rodriguez Ferrere, Karen Lake, Blesster Saga, Mary van der Veldt

Karen Lake
Group General Manager
Karen has extensive experience in the New Zealand
aged residential care and retirement village industry.
She has held Operations, Clinical, and Quality senior
leadership positions for large retirement village
providers over the last 15 years. With proven industry
experience together with a strong commercial
background in strategy development and operation
management in the healthcare section, she is in a strong
position to grow the business and shareholder value.
Francisco Rodriguez Ferrere
General Manager Finance
Francisco is a chartered accountant with over 10 years
of financial and managerial experience in both New
Zealand and London. Francisco has worked in chartered
accounting firms and, most recently, has worked for
British Land PLC, one of Europe’s largest publicly
listed real estate investment companies. As the GM
Finance, Francisco leads and operates the Group’s
finance function, including risk management, corporate
structure and investment support functions.
Blesster Saga
Clinical and Quality Manager
Blesster Saga comes to Promisia with an impressive
track record of excellence in care delivery. Blesster has
been working in aged residential care for several years
and most recently as a Clinical Manager, for a village
with a strong reputation for excellence in care delivery.
He has a Bachelor of Bachelor of Science in Nursing;
a post Graduate Diploma in Health Sciences and is
currently undertaking a Masters in Health Science
(Nursing) through Massey University.
Virginia Dyall-Kalidas
Group Operations Manager
Virginia has a long career in health having started her
career as a nurse and moving into senior management
roles in the private sector, including aged care. Her
experience managing retirement villages ensures that
she understands how to run a successful village that
complies with legislation. She is well placed to support
our village and facility managers to do the same, under
the cohesive Promisia umbrella. Virginia also has a
strong background in Maori Health roles, including
advisory positions.
Mary van der Veldt
Quality Innovation Manager
Mary has significant nursing and aged care industry
experience. Her prior experience includes setting up
care centres and dementia care wings, care centre
managerial responsibility, and involvement in the
clinical design of a bespoke care planning system. In
the new role of Quality Innovation Manager, Mary will be
focused on realising Promisia’s strategic goals through
quality innovations and enhancement of brand, profile,
reputation, and clinical standards.
18

Rhonda Sherriff RGON
Independent Chair | Appointed 13 July 2023
Rhonda has worked in the aged care sectors for over
30 years in governance, senior leadership, clinical,
quality, and operational management roles. Rhonda
is currently a Board member of the New Zealand Aged
Care Association and is also co-owner of Chatswood
Retirement Village in Opawa, Christchurch. Rhonda
commenced her career as a registered nurse and
regularly consults to the industry, providing support and
advice to a number of industry providers.
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-plus
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.
Jill Hatchwell BCom
Independent Director | Appointed 28 August 2023
Jill is a professional director with management and
governance experience encompassing both public and
private sector entities across a range of industries. She
is a Chartered Member of the Institute of Directors NZ
and is currently serving on the boards of a number of
entities including Chatham Rock Phosphate and Aorere
Resources. Jill is the chair of Promisia’s Risk Assurance
and Audit Committee.
Our Board.
19

Financial
performance.
The Group reported a FY24 net profit after tax of
$1.6m, an increase of $0.9m year on year. There
was a further fair value increase to properties, not
classed as investment properties, of $3.1m bringing
comprehensive income for the year to $4.8m.
At 31 March 2024, total assets increased by 17.5%
to $84.3m, reflecting the completion of the Ranfurly
Manor Village expansion and subsequent recognition
of villas following the successful sale of newly created
occupational rights agreements. In addition, valuations
for the Group’s four facilities increased 13.4% overall.
Cash and cash equivalents were $0.5m as at
31 March 2024, with debt of $29.2m, a 5.6% reduction
from last year.
As at 31 March 2024, Net Tangible Assets per share
were 0.126 cents, an increase of 37.0% year on year.
Results for the FY24 financial year reflect the
transition to new leadership in Q2 2024, with a
notable improvement in performance in the second
half of the year.
Income for the year increased by 10.3% to $26.3m
(H1: $12.9m, H2: $13.4m). This increase was driven by
increased government-funded bed rates from 1 July
2023, and an increase in deferred management fees
from villa sales.
Revenue is sourced primarily from Government funding
(approximately 61%) 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, assisted and independent
living units. During the year, there were 17 new sales
and 13 resales of occupation rights agreements
(ORAs) completed.
Administration expenses increased by $1.0m to $3.7m
(H1: $2.0m, H2: $1.7m), however a large portion of
the increase is considered to be one-off in nature as it
relates to the recruitment of the leadership team and
additional consultant costs during the transition period.
Operating expenses were 7.9% higher, in an
environment of inflationary pressure.
Earnings excluding fair value movements (EBITDAF)
were $3.6m for the year (H1: $1.6m, H2 $2.0m), an
increase of 2.9% on FY23. Underlying EBITDAF, which
excludes non-trading and one-off transactions, was
down 8.5% to $3.8m, reflecting one-off costs incurred
during the leadership transition period.
FY24
$000
FY23
$000
EBITDA7,2803,582
Fair value movement in property(3.641)(47)
EBITDAF3,6393,535
Discretionary Executive Director Payment120250
Holiday pay provision-322
Underlying EBITDAF3,7594 ,1 07
20

Promisia’s
strengths.
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
• 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 whānau
• 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
Our primary focus is on providing personalised quality care for senior
New Zealanders who need higher levels of specialised care and support.
21

Financial
Statements
FOR THE YEAR ENDED
31 MARCH 2024
22

20242023
NOTE$000$000
Revenue and other income
Revenue from contracts with customers 5 25,51823,465
Gain on signing new occupancy right
agreement
775369
Fair value gain on investment property 133,64147
29,93423,881
Less: expenses
Administration expenses6 (3,708)(2,746)
Operating expenses6 (18,946)(17,553)
Depreciation expense (802) (838)
Borrowing costs (2,686) (2,281)
Impairment6 (194)-
(26,336)(23,418)
Profit before income tax expense3,598463
Income tax (expense)/benefit7(1,963)229
Profit for the year 1,635692
20242023
NOTE$000$000
Other comprehensive income
Items that will not be reclassified
subsequently to profit and loss
Revaluation of property, net of tax 213,116667
Total comprehensive income 4,7511,359
Earnings per share
Cents per
share
Cents per
share
Basic and diluted earnings per share 200.00760.0032
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the year ended 31 March 2024
The accompanying notes form part of these financial statements.
23

20242023
NOTE$000$000
Assets
Cash and cash equivalents81182,059
Receivables101,3411,435
Current tax assets66
Other assets11549537
Property, plant and equipment1221,31917,910
Investment properties1361,01249,320
Deferred tax assets7-494
Total assets84,34571,761
Liabilities
Payables153,7593,870
Revenue received in advance162,2881,472
Occupancy rights agreement1722,01215,459
Borrowings1829,15530,872
Deferred tax liabilities 72,251-
Total liabilities59,46551,673
Net assets24,88020,088
20242023
NOTE$000$000
Equity
Share capital1977,4677 7,4 2 6
Reserves213,066(50)
Accumulated losses(55,653)(57,288)
Total equity24,88020,088
Net tangible asset backing per share (cents)0.1260.092
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at 31 March 2024
The accompanying notes form part of these financial statements.
Signed on behalf of the board of Directors, dated 26 June 2024
Thomas Brankin Rhonda Sherriff
Director Director
24

CONTRIBUTED EQUITYRESERVESACCUMULATED LOSSESTOTAL EQUITY
NOTE$000$000$000$000
Consolidated
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:
Contributions19150--150
Total transactions with
owners in their capacity as
owners
150--150
Balance as at 31 March 20237 7,4 2 6(50)(57,288)20,088
CONTRIBUTED EQUITYRESERVESACCUMULATED LOSSESTOTAL EQUITY
NOTE$000$000$000$000
Consolidated
Balance as at 1 April 20237 7,4 2 6(50)(57,288)20,088
Profit for the year--1,6351,635
Other comprehensive income
for the year
-3,116-3,116
Total comprehensive income
for the year
-3,1161,6354,751
Transactions with owners in
their capacity as owners:
Contributions1941--41
Total transactions with
owners in their capacity as
owners
41--41
Balance as at 31 March 202477,4673,066(55,653)24,880
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the year ended 31 March 2024
The accompanying notes form part of these financial statements.
25

20242023
NOTE$000$000
Cash flow from operating activities
Receipts from residents for care fees and
services
24,37123,533
Receipts of residents’ loans from new sales10,4756,881
Payments to suppliers and employees(22,985)(19,796)
Repayments of residents’ loans(1,798)(1,263)
Interest paid(2,573)(2,281)
Net cash provided by operating activities97,4907,0 74
Cash flow from investing activities
Payment for property, plant and equipment(325)(13,886)
Purchase of investment property(7,276)(6,733)
Acquisition of Aldwins Retirement Village Ltd-(525)
Net cash used in investing activities(7,601)(21,144)
20242023
NOTE$000$000
Cash flow from financing activities
Net (repayment of) proceeds from
borrowings
(1,830)13,718
Net cash (used in)/provided by
financing activities
(1,830)13,718
Reconciliation of cash and cash
equivalents
Cash at beginning of the financial year2,0592,411
Net decrease in cash held(1,941)(352)
Cash at end of financial year1182,059
The accompanying notes form part of these financial statements.
CONSOLIDATED STATEMENT OF CASH FLOWS
For the year ended 31 March 2024
26

Notes to the
consolidated
financial statements
for the year ended
31 March 2024.
NOTE 1: MATERIAL ACCOUNTING POLICY INFORMATION
The consolidated financial statements cover Promisia Healthcare Limited and its
consolidated entities (the “Group”). 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 and rest homes 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 material 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 have been prepared under the historical cost
convention, as modified by revaluations to fair value for investment properties and
certain classes of property, plant and equipment.
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.
27

(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 Group has a significant working capital deficit as at 31 March 2024, primarily due to
borrowings which are due for repayment within the next 12 months totalling $24m.
The Group has entered into discussions with its principal lender, BNZ, to secure
additional financing and amend existing credit facilities to provide sufficient liquidity
for its ongoing operations. Management believes that these discussions will result in
a successful outcome, thereby alleviating concerns regarding the Group’s ability to
continue as a going concern.
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 profit before
tax of $3.598m (2023: $0.463m).
It is the continuing opinion of the Board of Directors that there are reasonable
grounds to believe that its operational and financial plans in place are achievable, and
accordingly the Group is able to continue as a going concern and meet its debts as
and when they fall due. Accordingly, use of the going concern assumption remains
appropriate in these circumstances.
(c) Material accounting policy information
The Group adopted
Disclosure of Accounting Policies (Amendments to NZ IAS 1) from
1 April 2023. Although the amendments did not result in any changes to the accounting
policies themselves, they impact the accounting policy information disclosed in the
consolidated financial statements.
The amendments require the disclosure of ‘material’, rather than ‘significant’,
accounting policies. The amendments also provide guidance on the application of
materiality to disclosure of accounting policies, assisting entities to provide useful,
entity-specific accounting policy information that users need to understand other
information in the consolidated financial statements.
The supporting paragraphs in NZ IAS 1 are also amended to clarify that accounting
policy information that relates to immaterial transactions, other events or conditions is
immaterial and need not be disclosed. Accounting policy information may be material
because of the nature of the related transactions, other events or conditions, even if the
amounts are immaterial.
Management reviewed the accounting policies and made updates to the information
disclosed in Note 1, Material Accounting Policy Information (2023: Significant
accounting policies) in certain instances in line with the amendments.
NOTE 2: SIGNIFICANT ACCOUNTING ESTIMATES AND JUDGEMENTS
(a) 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.
(b) 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.
28

(c) Fair value of investment property, freehold land and buildings
The fair value of the investment property, freehold land and buildings 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.
The Group holds the following financial instruments:
20242023
$000$000
Financial assets
- Cash and cash equivalents1182,059
- Receivables1,3411,435
- Other assets2020
1,4793,514
Financial liabilities
- Payables3,7593,870
- Borrowings29,15530,872
- Occupancy rights agreements22,01215,459
54,92650,201
29

(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.
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 $9.84m (2023: $13.87m) of
bank debt that is floating interest rate. A 1% increase in interest rates would cost the
Group an additional $0.098m (2023: $0.139m) in interest expenses annually.
Sensitivity
The Group is primarily exposed to interest rate risk.
If interest rates on all borrowing 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:
20242023
$000$000
+ / ‑ 50 basis points
Impact on profit after tax146154
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.
(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
30

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
2024
Less than
1 Year1‑2 Years2‑4 Years5+ Years
Total
contractual
cash flows
Carrying
amount
$000$000$000$000$000$000
Payables3,759---3,7593,759
Borrowings25,8733,3672,060-31,30029,155
Occupancy
rights
agreements
4,0944,0947,8 6 25,96222,01222,012
33,7267,4619,92 25,96257,07154,926
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$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
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 2024.
The Group renews its facilities annually to ensure an appropriate portion matures on a
regular basis.
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: REVENUE FROM CONTRACTS WITH CUSTOMERS
20242023
$000$000
Rest home, hospital & dementia fees24,01522,268
Deferred management fees1,048809
Village service fees15889
Other revenue297299
25,51823,465
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.
31

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 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 3.7 - 4.0 Years (2023: 3.7 - 4.0 Years)
External Villas 6.8 - 7.0 Years (2023: 6.8 - 7.0 Years)
Estimates of expected occupancy are reviewed periodically. Where a change is made,
it is the Group’s policy to recognise the aggregate impact of this change in the period in
which the change 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 2024 revenue
received in advance of $2.29m (2023: $1.47m) was recorded, not yet released to the
profit or loss. See Note 16.
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 revenue
Other income includes other services to residents, training income for students, other
rent received and administration income on the settlement of ORAs. This revenue is
recognised as services are provided.
NOTE 6: OPERATING, ADMINISTRATION AND IMPAIRMENT EXPENSES
20242023
$000$000
Profit before income tax has been determined after:
Administration expenses
- Legal expenses 218246
- NZX listing and regulatory expenses3647
- Insurance492375
- Other administration costs* 2,9492,078
- Net loss on disposal of property, plant and equipment
13-
3,70 82 ,74 6
Operating expenses
- Employee benefits and other staff costs 14,86113,891
- Property related expenses** 392283
- Other operating costs 3,6933,379
18,94617,553
Impairment***194-
Remuneration of auditors for:
William Buck Audit (NZ) Limited
Audit and assurance services
- Audit of financial report 8280
*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.
***Impairment expense relates to work in progress written off in relation to consulting and legal fees previously
capitalised for potential acquisition and development projects and that were presented as work in progress under
other current assets in the prior year. These abortive projects were written off during the year.
32

NOTE 7: INCOME TAX
(a) Components of tax expense
20242023
$000$000
Deferred tax
1,963(229)
Income tax expense / (benefit)
1,963(229)
(b) Income tax reconciliation
The prima facie tax payable on profit before income tax is reconciled to the income tax
expense as follows:
20242023
$000$000
Prima facie income tax payable on profit before
income tax at 28.0% (2023: 28.0%)
1,007130
Add/less tax effect of:
- Derecognition of tax cost base for buildings 2,539-
- Non-deductible expenses 80-
- Prior period adjustments 16-
- Fair value gain on investment property (1,237)(103)
- Other non-assessable income (20)(13)
- Utilisation of past tax losses (422)(243)
Income tax expense/ (benefit) attributable to profit 1,963(229)
(c) Deferred tax
Deferred tax relates to the following:
20242023
$000$000
Deferred tax assets
Deferred management fees641412
Holiday pay411427
Prepaid loan fees(44)-
Tax losses433-
1,441839
Deferred tax liabilities
Depreciation276280
Change in commercial depreciation* 2,539-
Fair value gain on property87794
Other temporary differences-(29)
3,692345
Net deferred tax (liabilities) / assets(2,251)494
*Deferred Tax Impact on changes to commercial building depreciation rates
A deferred tax liability of $2,538,570 was recognised, this was relating to a change
in commercial building tax depreciation rates in the 2024 year. The Taxation (Annual
Rates for 2023–24, Multinational Tax, and Remedial Matters) Act 2024 included the
removal of commercial building depreciation from the 2024-25 income year onwards.
The removal of depreciation on buildings has resulted in the tax base of those buildings
reducing to zero under NZ IAS 12, while the accounting base remains at its previous
value. A deferred tax liability arises on the tax effect of this amount. The deferred tax
liability and deferred tax expense is recognised in the year ended 31 March 2024 as the
33

law change was enacted on 28 March 2024, even though the law change will not be
effective until 1 April 2024.
The deferred tax liability will not impact future cash outflows, and will only affect
deferred tax expense when the deferred tax liability is derecognised in the future
periods.
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 Group’s liabilities to residents as at the reporting date.
(d) Deferred income tax related to items charged or credited directly to equity
20242023
$000$000
Increase in deferred tax liabilities78394
NOTE 8: CASH AND CASH EQUIVALENTS
20242023
$000$000
Cash at bank382,019
Funds held on behalf of residents 8040
1182,059
NOTE 9: CASH FLOW INFORMATION
(a) Reconciliation of cash flow from operations with profit after income tax
20242023
$000$000
Profit after income tax1,635692
Adjustments and non cash items
Depreciation802838
Net loss on disposal of property, plant and equipment13-
Impairment expenses on other assets 194-
Gain on signing new occupancy right agreement (775)(369)
Fair value adjustment to investment property (3,641)(47)
Deferred tax 1,963(229)
Changes in operating assets and liabilities
Increase in receivables, prepayments and other assets(1,240)(342)
Increase in occupancy advances 8,67 75,618
(Decrease) / increase in payables (138)913
Cash flows from operating activities7,4907,0 74
34

NOTE 10: RECEIVABLES
20242023
Note$000$000
Trade receivables 1,3401,028
ORA settlements owing -260
Staff loans 12
Related party advances 23-145
1,3411,435
Trade and other receivables
Consistent with both the Group’s business model for managing the financial assets
and the contractual cash flow characteristics of the assets, trade and other receivables
are measured at amortised cost 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 and other receivables arise from the Group’s transactions with its customers. The
amounts are unsecured and are normally settled within 30 days.
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.
NOTE 11: OTHER ASSETS
20242023
$000$000
Prepayments368387
Work in progress 161130
NZX deposit2020
549537
NOTE 12: PROPERTY, PLANT AND EQUIPMENT
20242023
$000$000
Land and buildings at fair value 21,18517,261
Accumulated depreciation (1,135)(714)
20,05016,547
Plant and equipment at cost 2,0131,724
Accumulated depreciation (744)(361)
1,2691,363
Total property, plant and equipment 21,31917,910
35

(a) Reconciliations
Reconciliation of the carrying amounts of property, plant and equipment at the
beginning and end of the current financial year.
20242023
$000$000
Land and buildings at fair value
Opening carrying amount 16,5473,161
Additions2513,249
Net amount of revaluation increments less decrements3,899762
Depreciation expense (421)(625)
Closing carrying amount 20,05016,547
Plant and equipment at cost
Opening carrying amount 1,363939
Additions 300637
Disposals(13)-
Depreciation expense (381)(213)
Closing carrying amount 1,2691,363
Property
Freehold land and buildings are measured at revalued amounts, being the fair value
at the date of the revaluation, less any subsequent accumulated depreciation and any
accumulated impairment losses. The carrying amount at which both freehold land and
buildings would have been carried had the assets been measured under historical costs
is $15.29m (2023: $15.79m).
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
2024 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: 12.5% to 13.25% (2023: 12.0% to 12.5%)
• Average occupancy: 90.0% to 95.6% (2023: 95.0% to 96.0%)
Plant and equipment
Plant and equipment is measured at cost, less accumulated depreciation and any
accumulated impairment losses.
Class of fixed asset Useful livesDepreciation basis
Buildings 2% Diminishing value
Plant and equipment 8-80% Diminishing value
NOTE 13: INVESTMENT PROPERTIES
20242023
$000$000
Investment property at fair value
Opening carrying amount 49,32042,015
Additions - subsequent expenditure 7, 2 7 64,510
Additions - acquisitions from purchases-1,624
Additions - acquisitions from business combinations-755
Gain on signing new occupancy right agreement 755369
Fair value gain on investment property 3,64147
Closing carrying amount61,01249,320
36

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
2024. 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 2.73% to 3.86% (2023: 1.96% to 2.39%)
Target IRR 16.0% to 18.0% (2023: 16.5% to 18.0%)
Average occupancy 75.7% to 86.4% (2023: 86.5% to 89.5%)
Discounted cash flow period 20 years (2023: 20 years)
Capitalisation rates 12.0% to 13.5% (2023: 12.0% to 13.0%)
Sensitivity
A 0.5 percent decrease in the capitalisation rate would result in a $0.48 million higher
fair value measurement (2023: $0.15 million). Conversely, a 0.5 percent increase in the
capitalisation rate would result in a $0.45 million lower fair value measurement (2023:
$0.14 million).
Other inputs used in the fair value measurement of the Group’s investment property
portfolio include the average age of residents and the occupancy period. A significant
increase in the average age of entry of residents or the long-term nominal house-price
inflation rate would result in a significantly higher fair value measurement. Conversely,
a significant decrease in the average age of entry of residents or the long-term nominal
house-price inflation rate would result in a significantly lower fair value measurement.
Security
Residents make interest-free advances (occupancy advances) to the retirement villages
in exchange for the right to occupy retirement village units, 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:
20242023
$000$000
Operator’s interest at fair value 12,7087,868
Unsold stock at fair value2,555600
Development land at fair value2,6872,200
Occupancy rights agreements 22,01215,459
Care business freehold going concern21,05020,800
Purchases-2,393
Total investment property at fair value61,01249,320
37

NOTE 14: 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 3Total
2024$000$000$000$000
Recurring fair value measurements
Non financial assets
Land and buildings at fair value --20,05020,050
Investment property at fair value --61,01261,012
Total non financial assets --81,06281,062
2023
Recurring fair value measurements
Non financial assets
Land and buildings at fair value --16,54716,547
Investment property at fair value --49,32049,320
Total non financial assets --65,86765,867
Investment properties are not depreciated and are at fair value. Freehold land and
buildings are measured at revalued amounts, being the fair value at the date of the
revaluation, less any subsequent accumulated depreciation and any accumulated
impairment losses. As the fair value of investment property, freehold land and buildings
are determined using inputs that are unobservable, the Group has categorised
investment property, freehold land and buildings as Level 3 under the fair value
hierarchy in line with NZ IFRS 13 Fair Value Measurements.
NOTE 15: PAYABLES
20242023
Notes$000$000
Trade payables1,4971,428
Employee entitlements1 ,74 31,988
Accommodation rebate payable 344279
Related party payables23175175
3,7593,870
Employee entitlements includes $100k in relation to a provision for annual leave due
as a result of an MBIE holidays pay audit that noted inconsistencies in the calculation.
The corrected calculation has been finalised with payment to current employees made
during the year. The remaining provision relates to terminated employees, of which a
process is underway to contact these individuals for payment.
38

NOTE 16: REVENUE RECEIVED IN ADVANCE
20242023
Notes$000$000
Revenue received in advance
2,2881,472
Movements in revenue received in advance
Opening balance
1,472
982
Amounts recognised5
(1,048)
(809)
Amounts received during the year17
1,864
1,299
Closing balance
2,288
1,472
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 3.7 and 7.0 years (2023: 3.7 and 7.0 years).
NOTE 17: OCCUPANCY RIGHTS AGREEMENTS
20242023
$000$000
Opening
15,459
11,437
Received on issue of new ORAs
10,215
6,595
Repaid on termination of ORAs
(1,798)
(1,274)
Deferred management fees (per contract)
(1,864)
(1,299)
22,012
15,459
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 recognised 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.
39

NOTE 18: BORROWINGS
20242023
$000$000
Current
BNZ loans
17,360
10,208
Other loans
6,613
1,519
23,973
11,727
Non‑current
BNZ loans
1,182
8,645
Other loans
4,000
10,500
5,182
19,145
29,155
30,872
Borrowing 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.
BNZ Loans
Term loans are secured by first mortgage security over the aged care facilities. BNZ
loans consist of the following facilities:
Interest RateFacilityDrawnUndrawn
Maturity Date%$000$000$000
As at 31 March 2024
18 October 20249.7 7 %9,5009,135365
31 March 20259.25%7,5007,500-
30 October 20252.29%1,2071,207-
9 March 20269.17%700700-
18,90718,542365
As at 31 March 2023
20 October 20239.13%9,5009,500-
31 March 20258.97%7,5007,500-
30 October 20252.29%1,8531,853-
18,85318,853-
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, Aldwins House Limited and Aldwins Retirement Village Limited.
During the year on 16 November 2023 the Group advised that there was a breach of the
EBITDA/Interest banking covenant for the quarter ended 30 September 2023. This
was resolved with the Group satisfying all covenant requirements for the quarter ended
31 December and subsequently, BNZ agreed to a variation to covenants on improved
terms.
40

Other Loans consists of:
Insurance premium funding
Funding was provided by Hunter Premium Funding for the payment of insurance
premiums.
Senior Trust Retirement Village Income Generator Limited
A term loan of $6.5m is held with Senior Trust Retirement Village Income Generator
Limited which holds second mortgage security over the aged care facilities. The loan
is interest only with a fixed interest rate of 10.75% (2023: 10.75% p.a.). Repayment is
required in full on 30 October 2024.
Teltower Limited Loan
A term loan of $4m is held with Teltower Limited. This loan has an interest rate of 6.0%
p.a. (2023: 6.0% p.a). Principal repayments are effective from 1 April 2024 at $20,000
per month, with full repayment of residual balance on 1 April 2027. 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.
Advantage Finance Limited
A loan of $1.04m was held during the prior year with an interest rate of 12.0% p.a.
The balance was paid in full on 11 March 2024. The loan was secured by 74 and 76
Aldwins Road, Christchurch.
First Mortgage Trust
A loan of $0.375m was held during the prior year with an interest rate of 8.75% p.a.
The balance was paid in full on 11 March 2024. The loan was secured by 60 Aldwins
Road, Christchurch.
NOTE 19: SHARE CAPITAL
20242023
$000$000
Issued capital (000’s)
21,475,642 (2023: 21,434,975) Ordinary
shares
(a)77,4677 7,4 2 6
(a) Ordinary shares
20242023
Number
‘000$000
Number
‘000$000
Consolidated
Opening balance 21,434,9757 7,4 2 621,284,9757 7, 2 7 6
Shares issued and paid40,6674175,00075
Shares issues and unpaid--75,00075
40,66741150,000150
At reporting date 21,475,64277,46721,434,9757 7,4 2 6
On 1 October 2022, 150 million new shares were allotted under the Promisia unpaid
share scheme at an issue price of $0.001 per share, refer Note 23. These shares were
fully paid on 17th January 2024.
41

Share based payments
On 17 January 2024, 40.667m shares were issued upon the conversion of restricted
share units in Promisia Healthcare Limited issued under the 2023 Promisia Healthcare
Limited Senior Executive Restricted Share Plan Rules. The shares were satisfied
with non-cash consideration provided in the form of services rendered by the senior
executive of Promisia Healthcare Limited at a value of $0.001 per share which equates
to $0.041m, which is recognised as employee benefit expense in profit and loss.
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 accumulated losses. 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 2024 with the exception of 30th September 2023 when the Group
advised that they breached the EBITDA/Interest banking covenant for the quarter.
Refer to Note 18.
NOTE 20: EARNINGS PER SHARE
20242023
$000$000
Reconciliation of earnings used in calculating
earnings per unit
Profit for the year1,635692
1,635692
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.
20242023
centscents
Cents per share
Basic earnings per share 0.007630.00320
Diluted earnings per share 0.007630.00320
000’s000’s
Weighted average number of shares
Basic 21,415,24021,300,454
Diluted 21,415,24021,337,646
42

NOTE 21: RESERVES
20242023
Note$000$000
Asset revaluation reserve(a)3,7 8 3667
Pooling of interest reserve(b)(717)(717)
3,066(50)
(a) Asset revaluation reserve
Movements in reserve
Opening balance667-
Revaluation of property, plant and
equipment, net of tax
3,116667
Closing balance3,7 8 3667
(b) Pooling of interest reserve
Movements in reserve
Opening balance(717)(717)
Closing balance(717)(717)
NOTE 22: INTERESTS IN SUBSIDIARIES
Subsidiaries of Promisia Healthcare
Limited: Principal activities20242023
%%
Eileen Mary Age Care Limited Rest home operation100100
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
Aldwins Retirement Village LimitedInvestment Property100100
EMAC Holdings LimitedInvestment Property100100
Aged Care Holdings LimitedHolding Company100100
Promisia LimitedActive Company100100
Benefit Arthritis LimitedInactive100100
Promisia Trustee LimitedTrustee100100
Promisia (USA) LLCInactive100100
On the 27 of March 2023 the Group acquired Aldwins Retirement Village Limited.
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.
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.
43

NOTE 23: RELATED PARTY TRANSACTIONS
Related Party Relationship
Brankin Family Interest TrustRelated to a shareholder and a Director of the Group
Renouf Corporation LimitedRelated by common directors in 2023, ceased in 2024
Colspec Construction LimitedAn associated person holds 5% of the shares in the
Group
Design Care Group LimitedRelated by common directors
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. Refer to Note 25.
(a)Transactions with related parties
20242023
$000$000
Directors fees161172
Consultancy fees paid to Design Care Group limited 120250
Purchase of villas and apartments by Colspec
Construction Limited
-3,909
Purchase of fixed assets from Design Care Group
Limited
-385
Purchase of Aldwins House Limited from Teltower
Limited
-13,000
Purchase of shares in Aldwins Retirement Village
Limited from Design Care Group Limited
-525
Payment for refurbishment of internal unit to Colspec
Construction Ltd
184-
Payment for R&M to Colspec Construction Ltd 43-
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 million unpaid shares from the unpaid share scheme at an issue price of
$0.001 per share. Each share was required to be fully paid up by 1 October 2023. At
reporting date all shares had been paid in full (2023: 75,000k shares were fully paid and
the balance of $0.075m for the remaining 75,000k shares was recorded in accounts
receivable). Refer to Note 19(a).
44

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 shares outlined above.
At 31 March 2024, the remaining balance has been paid, including $97.5k paid in the
current year.
(b) Balances with related parties
At reporting date $nil was receivable from the Brankin Family Interest Trust (2023:
$0.145m). Refer to Note 10.
During the year ended 31 March 2023 the Brankin Family Interest Trust paid taxes on
behalf of the group amounting to $0.175m. Refer to Note 15. At reporting date $0.175m
was payable (2023: $0.175m).
No related party transactions were written off or forgiven in the period and all related
party transactions are on normal commercial terms.
NOTE 24: KEY MANAGEMENT PERSONNEL COMPENSATION
Key management personnel of the Group are the Directors and executives.
Compensation received by key management personnel of the group:
20242023
$000$000
Directors fees146172
Executives remuneration*586435
732607
NOTE 25: CAPITAL AND LEASING 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 2024 is $2.20m (2023:
9.13m).
As at 31 March 2024 all internal units, 1-bedroom villas and 2-bedroom villas had been
completed. Twenty of the villas have been sold, with the remaining two sold post period
end. One of internal units has been sold.
a) Lease commitments
20242023
$000$000
Non-cancellable operating leases contracted for but
not capitalised in the financial statements:
Payable
- not later than one year4212
- later than one year and not later than five years1421
5633
NOTE 26: CONTINGENT LIABILITIES
There are no contingent liabilities at reporting date (2023: nil).
*Executives remuneration of $586k for FY24 included $67k of share-based payments
45

NOTE 27: EVENTS SUBSEQUENT TO REPORTING DATE
Cromwell retirement villages
The Group entered a conditional agreement to acquire two established Cromwell
retirement villages, Golden View Lifestyle Village and Ripponburn Lifestyle Village for
$33 million. The acquisitions will be undertaken in two stages, with the initial purchase
of the Golden View care facility and Ripponburn village, which is scheduled to settle in
August 2024, for approximately $14 million.
Four years following this initial purchase, Promisia will complete the transaction with
the acquisition of the Golden View village for $19.35 million. Promisia will lease Golden
View village in the interim on terms and conditions agreed with the owners.
The transaction is conditional on shareholder and other regulatory approvals, finance
and other material adverse change conditions. A shareholder meeting will be held in
July in Wellington for shareholders to consider the transaction.
Other
There has been no other matters or circumstances, which have arisen since 31 March
2024 that has significantly affected or may significantly affect:
(a) the operations, in financial years subsequent to 31 March 2024,
of the Group, or
(b) the results of those operations, or
(c) the state of affairs, in financial years subsequent to 31 March 2024,
of the Group.
46

Auckland | Level 4, 21 Queen Street, Auckland 1010, New Zealand
Taurang
a | 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 and its subsidiaries
(the Group ), which comprise the consolidated statement of financial position as at 31 March 2024, 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 for the year ended 31 March 2024, including material accounting policy information.

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 2024, 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.




Investment Properties
Area of focus (Refer also to Note 13) How our audit addressed it
The Group owns significant Investment
Property which has been recorded at fair
value at 31 March 2024 of $ 61m. The net
revaluation gain recognised in the
consolidated statement of comprehensive
income is $3.6m .
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 held separate discussions with management to
gain an understanding of the assumptions applied and
estimates used
- We engaged an independent third-party expert to
review the valuation methodologies and the key
assumptions
- We completed a benchmark analysis on other
valuations reported in the sector the Group operates
- We assessed the 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 12) How our audit addressed it
The Group owns significant Land and
Buildings 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 12 is $ 20.1m. The
revaluation gain recognised in the
consolidated statement of comprehensive
income is $3.1m .
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 held separate discussions with management to
gain an understanding of the assumptions applied and
estimates used
- We engaged an independent third-party expert to
review the valuation methodologies and the key
assumptions
- We completed a benchmark analysis on other
valuations reported in the sector the Group operates
- We assessed the 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
47

Going concern
Area of focus (Refer also to Note 1 (b) ) How our audit addressed it
The Group has negative working capital
as at 31 March 2024 of $24.2m. Current
liabilities exceed current assets, mainly
due to borrowing facilities of $17.4m with
BNZ and $6.5m with Senior Trust
Retirement Village Income Generator
Limited being due for repayment within
the next 12 months. The Group has
entered into discussions with its principal
lender, BNZ, to secure additional
financing and amend existing credit
facilities to provide sufficient liquidity for
its ongoing operations.
The existence of these events and
conditions requires us to consider
whether there is a material uncertainty
regarding the entity’s ability to continue as
a going concern.
Our audit procedures included:
- We have assessed the feasibility and effectiveness of
management’s plans to obtain extended borrowings.
- We held separate discussions with management to
gain an understanding of management plans.
- We evaluate d the appropriateness of management’s
use of the going concern basis of accounting in the
preparation of the financial report and whether a
material uncertainty exists about the entity's ability to
continue as a going concern.
- We e nsured appropriate disclosure has been included
in the consolidated financial statements to comply with
accounting standards.
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 2 to 21 and pages 49 to 67, 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 entity for the preparation of consolidated financial statements
that give a true and fair view in accordance with New Zealand equivalents to International Financial
Reporting Standards, and for such internal control as the directors determine is necessary to enable the
preparation of consolidated financial statements that are free from material misstatement, whether due to
fraud or error.

In preparing the consolidated financial statements, the directors are responsible for assessing the Group’s
ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using
the going concern basis of accounting unless the directors either intend to liquidate the Group or to cease
operations, or have no realistic alternative but to do so.




Auditor’s Responsibilities for the Audit of the Consolid ated 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.
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
26 June 2024
48

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
(1 April 2023) (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 2024 (FY24), 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.
Key governance policies including Committee charters and the Code of Conduct are
provided on the Company website: www.promisia.co.nz/investor-centre/#governance-
&-policies
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.”
1.1 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.
At this point in time, Promisia does not have a formal training schedule. New and
existing employees are encouraged to read and review the policies outlined in the Code
of Conduct and available on the Company website.
General principles within the Code of Conduct and Group Corporate Governance Code
include (but are not limited to) requiring all Directors and employees to:
49

• 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.
1.2 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.
• 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 Note 19.
Details of matters entered into the Interests Register by individual Directors during
FY24 are outlined on pages 62 and 63 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.”
2.1 Board Roles and Responsibilities
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, committees of the Board, and senior management positions in the direction
and management of Promisia are described in Promisia’s Group Corporate Governance
Code. This details the roles and responsibilities of the Board, such as:
• 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.
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2.2 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.
In 2022, the Board engaged external advice to identify the optimum mix of skills,
experience and independence required for executing the Company’s growth strategy
and operating in the New Zealand aged care sector. This process was completed in
2023 and identified that the collective Board skillset would be strengthened with more
experience and skills in the areas of Finance and Audit, Board leadership, Governance
and Clinical Governance. In line with this, Jill Hatchwell and Rhonda Sherriff were
appointed as Independent Directors to the Board in FY24 with Rhonda Sherriff
becoming Chair of the Board and Jill Hatchwell becoming Chair of the Risk Assurance
and Audit Committee.
The review also identified a need to strengthen governance in respect of Te Tiriti o
Waitangi to ensure that Promisia’s delivery of care for Māori residents can achieve
optimal health outcomes, cultural safety and Māori health equity. To help address this,
each Director has completed Te Tiriti o Waitangi training, Te Tiriti is a standing Board
agenda item and Promisia has adopted a Strategic Direction for Māori Health which is
being implemented across all Promisia aged care facilities.
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 current Board will have held office for 12 months in September 2024 and,
following that time, the Board intends to develop a new skills matrix, self-evaluate the
Board against that matrix and report that matrix in its FY25 Annual Report.
2.3 Letters of Appointment
All Directors have entered into written agreements with Promisia establishing the terms
of their appointment including:
• a description of their role as Director;
• the expected time commitment to their role;
• remuneration and other entitlements; and
• indemnity and insurance arrangements.
Newly elected Directors are expected to familiarise themselves with their obligations
under the constitution, Board Charter and the NZX Listing Rules.
2.4 Director Details
As at 31 March 2024, the Board comprised of four Directors:
Rhonda Sherriff Independent Board ChairAppointed 13 July 2023
Thomas Brankin Non-independent Executive DirectorAppointed 7 May 2013
Craig PercyIndependent DirectorAppointed 19 August
2022
Jill HatchwellIndependent DirectorAppointed 28 August
2023
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.
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The Board has regard to the NZX Listing Rules in any determination of Director
independence. In determining the independent status of Rhonda Sherriff, Craig Percy
and Jill Hatchwell, the Board assessed whether the Directors had any disqualifying
relationship or interests, including relationships or interests of the kind listed in Table
2.4 of the NZX Code and whether any of the Directors held an executive role in Promisia
within the last three years prior to their appointment.
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).
Directors are required to notify the Company of any interests they have that could
impact an assessment of their independence or their ability to act in the best interests
of Promisia. The Company has processes in place to manage any conflicts of interest
with 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.
2.5 Diversity
Promisia is committed to diversity 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 publicly
available on its website, 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 2024, 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 2024, females represented 50% of Directors and senior managers of
Promisia. This is a 25% increase on the percentage of female Directors and senior
managers of Promisia in the last reporting period (FY23: 25%). Promisia has 312
employees of which 18% are male and 82% are female. The following table outlines the
gender composition of Directors and senior managers as at 31 March 2024:
As at 31 MarchFY24 MaleFY24 FemaleFY23 MaleFY23 Female
Directors2221
Senior managers 1110
Total333 1
2.6 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. The Board 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.
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2.7 Board evaluation
The Chair of the Board regularly engages with individual Directors to evaluate
and discuss their performance and professional development. The most recent
external evaluation of Board performance and governance was carried out in
2023. Recommendations have been actioned to further improve Promisia’s board
performance.
2.8 and 2.9 Director Independence
The majority of Promisia’s Directors are independent. As at 31 March 2024, the Board
comprised of three Independent Directors, and one non-independent executive
Director, Tom Brankin. Promisia’s Chair, Rhonda Sherriff, is an Independent Director.
2.10 Separation of Chair and Senior Management
The Board supports a separation of the roles of Chair from senior management.
PRINCIPLE 3: BOARD COMMITTEES
“The Board should use Committees where this will enhance its effectiveness in key
areas, while still retaining Board responsibility.”
The Board has two standing committees, being the Risk Assurance and Audit
Committee and the Remuneration Committee (established in FY24). Each committee
operates under a charter addressing purpose, constitution and membership, authority,
reporting procedures and evaluation of the committee. The committees enhance the
effectiveness of the Board through closer examination of issues and more efficient
decision making, however, the Board retains ultimate responsibility for the functions of
its committees, its members and the chair, and determines their responsibilities. The
committee chair has the responsibility of reporting committee recommendations to the
Board.
The Board regularly reviews the charters of each Board committee, the committees’
performance against those charters and membership of each committee.
The Board believes that committee charters, committee membership and roles of
committee members comply with the recommendations in the NZX Code.
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
FY24.
Board Meetings Risk Assurance and
Audit Committee
Remuneration
Committee
4
Total number of
meetings held
1021
Rhonda Sherriff
1
8/8-1/1
Jill Hatchwell
2
7/ 7-1/1
Craig Percy10/102/21/1
Tom Brankin10/102/2-
Helen Down
3
3/32/2-
1
Rhonda Sherriff was appointed to the Board on 13 July 2023.
2
Jill Hatchwell was appointed to the Board on 28 August 2023.
3
Helen Down retired from the Board on 28 August 2023.
4
The Remuneration Committee was established during FY24.
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3.1 Risk Assurance and Audit Committee
The Board has established a Risk Assurance and Audit Committee to act as a delegate
of the Board on financial reporting, internal control and risk management issues. The
Risk Assurance and Audit 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 Risk Assurance and Audit Committee, which is
published on the Company’s website, and is comprised of non-executive Directors,
being Jill Hatchwell (Chair), Craig Percy and Rhonda Sherriff. Jill Hatchwell is an
independent Director and is not the chair of the Board.
The Board has appointed the members of the Risk Assurance and Audit Committee
due to their accounting, financial and industry sector knowledge. Jill Hatchwell, as
committee chair, has extensive financial and governance experience in both public and
private companies and is, or has been, a member of audit and risk subcommittees for
numerous entities. Craig Percy has 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 Risk Assurance and Audit Committee.
Rhonda Sherriff has worked in the aged care sector for over 30 years in governance,
senior leadership, clinical, quality and operational management roles with acute
knowledge of the risks associated with operating in the aged care sector.
3.2 Meeting attendance by non‑committee members
Directors who are not members of the Risk Assurance and Audit Committee are able to
attend Risk Assurance and Audit Committee meetings as they wish. Employees may only
attend those meetings at the invitation of the Risk Assurance and Audit Committee.
Directors who are not members of the Remuneration Committee are able to attend
Remuneration Committee meetings as they wish. However, an executive Director may not
attend or participate in deliberations relating to their own remuneration. Management can
only attend Remuneration Committee meetings at the invitation of the Committee.
3.3 Remuneration Committee
The Remuneration Committee was established in FY24 to assist the Board in evaluating
the performance of the senior executives of the Company, setting the remuneration
packages for senior executives, and recommending to the Board the remuneration of
the senior executives and Non-executive Directors.
The Committee also assists the Board with governance matters, including ensuring
appropriate Board performance and composition and in appointing Directors.
The Committee operates under the Remuneration Committee Charter, which is
published on the Company’s website, and is comprised of non-executive Directors,
Craig Percy (chair), Rhonda Sherriff and Jill Hatchwell.
3.4 Nomination Committee
Due to the Company’s size, Promisia does not have a standalone nomination
committee, however as advised under Principle 2.2 above, the nomination process for
new Director appointments is the responsibility of the Board as a whole. The Directors’
selection is based on the value they bring to the Board table including their skills,
knowledge and experience to contribute to effective direction of Promisia, whether they
54

can exercise an informed judgement on matters which come to the Board and whether
they are free of any business or other relationship that may interfere with the exercise of
that judgement. The composition of the Board is reviewed regularly to ensure the Board
maintains an appropriate balance of skills, experience and expertise.
The Board evaluates all nominations of Directors, and consider whether they would be
independent, and may recommend candidates to Shareholders.
3.5 Other Committees
The Board may establish other committees as required.
3.6 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.
PRINCIPLE 4: REPORTING & DISCLOSURE
“The Board should demand integrity in financial and non-financial reporting, and in the
timeliness and balance of corporate disclosures.”
4.1 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,
Senior Management and the Company Secretary.
• 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.
4.2 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.
4.3 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 Risk Assurance and Audit 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.
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For the 12 months ended 31 March 2024, 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. Promisia’s full and half year financial
statements are available on Promisia’s website.
4.4 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 the introduction of the climate-related disclosures
(CRD) regime. Promisia’s market capitalisation is below the threshold to be deemed a
Climate Related Entity and therefore it is not required to report against the CRD regime.
PRINCIPLE 5: REMUNERATION
“The remuneration of Directors and executives should be transparent, fair and
reasonable.”
5.1 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 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.
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 FY24 is detailed below.
Director
Fees
Committee
Fees
Fees for
Additional
Services
FY24
Total
Rhonda Sherriff
1
$42,981--$42,981
Jill Hatchwell
2
$26,743--$26,743
Thomas Brankin
4
--$120,000$120,000
Craig Percy$53,449--$53,449
Helen Down
3
$22,500--$22,500
Total Fees$145,673‑$120,000$265,673
1
Rhonda Sherriff was appointed to the Board on 13 July 2023.
2
Jill Hatchwell was appointed to the Board on 28 August 2023.
3
Helen Down was appointed Acting Chair on 19 August 2022, and retired from the Board on 23 August 2023.
4
Thomas Brankin does not receive directors fees and is instead remunerated for executive services.
See commentary below.
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Fees for Additional Services
Thomas Brankin was paid $120,000 for his executive services to Promisia during FY24.
These services included various due diligence investigations on potential acquisitions,
work on negotiating and documenting the conditional acquisition of Golden View
Lifestyle Village and Ripponburn Lifestyle Village (announced subsequent to balance
date) and investigating other development initiatives at Promisia’s existing facilities.
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 is paid a monthly fee of $10,000 plus GST. This payment
replaced Director 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 relied on the exception under Rule 5.2.2(e) of the NZX Listing Rules to enter
into the Agreement.
5.2 Remuneration of Executives
Executive remuneration consists of a salary (including KiwiSaver contributions from
Promisia) with the ability to participate in Promisia’s key personnel restricted share unit
scheme (RSU Scheme).
The Remuneration Committee is developing a Remuneration Policy outlining the
processes and framework for remuneration of senior management and employees,
including the relative weightings of remuneration components and performance
criteria.
The review and approval of Executive remuneration is the responsibility of the Board.
The Board believes that Executive remuneration is currently fair to shareholders
of Promisia and the Company, and reflects the performance requirements and
expectations of the role.
RSU Scheme
In August 2023, Promisia implemented the RSU Scheme that replaced Promisia’s
previous unpaid share scheme from 26 April 2022. The RSU Scheme is a long term
incentive scheme established with a core purpose of retaining senior management.
The restricted share units (RSUs) offers under the RSU Scheme are a separate class
of equity securities to ordinary shares and are not quoted on the NZX Main Board until
the RSUs vest and convert into ordinary shares in Promisia. The shares issued upon
conversion of the RSUs are issued on the same terms and rank equally in all respects
with Promisia’s shares quoted on the NZX. Vesting period are typically up to three years
in length in total.
The RSUs are issued directly to the senior executives under terms and conditions
outlined in the RSU Scheme rules and an individualised letter of invitation. The RSUs
will vest according to an individualised vesting timetable. If the senior executive ceases
to be employed by Promisia, any unvested RSUs automatically lapse and are cancelled
from the date the senior executive ceases employment.
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5.3 Remuneration of the CEO/Group General Manager
SalaryBenefits and
Incentives
Total
Remuneration
FY24Karen Lake$155,769Nil$155,769
FY24Stuart Bilbrough
1
$130,312Nil$130,312
1
Stuart Bilbrough resigned as CEO on 30 June 2023.
When the former CEO of Promisia resigned during FY24, the Board then disestablished
the CEO role and created a new Group General Manager role that, while being akin to
the CEO role, has a key focus on the delivery of care services across the Group. Karen
Lake was appointed to that role in August 2023 bringing extensive experience in senior
leadership, clinical, quality and operational management roles in the aged care sector.
After disestablishing the CEO role, the Board also established the senior management
role of General Manager – Finance. Previously the CEO role had included direct
responsibility for the financial management of Promisia. Francisco Rodriguez Ferrere
was appointed to this new Finance role in October 2023. He has a chartered accounting
background and extensive experience in financial management roles in New Zealand
and overseas.
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.”
6.1 Risk Management Framework
Promisia is committed to managing risks proactively. The Risk Assurance and Audit
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 29 to 31 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.
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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 aged care facilities have opportunities to expand
and/or be altered to offer the type of accommodation or
care that meets the demands of each facility’s local market.
In addition Promisia is routinely investigating potential
acquisitions and is attracted to acquisitions that present
development opportunities. Promisia must manage the
risks associated with undertaking such developments (such
as construction and financing risks) when instigating and
implementing these development opportunities.
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.
6.2 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 incidents during FY24 that
were notifiable to WorkSafe.
PRINCIPLE 7: AUDITORS
“The Board should ensure the quality and independence of the external audit process.”
7.1 External Auditors
The Risk Assurance and Audit Committee Charter governs the Board’s relationship
with its external auditors. Promisia’s compliance with the Risk Assurance and Audit
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 Risk
Assurance and Audit 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.
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• 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 FY24, William Buck Audit (NZ) Limited (“William Buck”) was the external auditor
for Promisia Healthcare Limited. William Buck 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 has only provided audit work in
FY24. The amount of fees paid to William Buck during FY24 is identified on page 32.
William Buck has provided the Risk Assurance and Audit Committee with written
confirmation that, in its view, it was able to operate independently during the year.
7.2 Auditor attendance at the Annual General Meeting
William Buck is available to attend each Annual Meeting of the Company (either virtually
or in person), and the Audit Director is available to answer questions from shareholders
at that Meeting.
7.3 Internal Audit
Promisia does not have a dedicated Internal Auditor role. Promisia has several internal
controls overseen by the Risk Assurance and Audit 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.”
8.1 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.
8.2 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.
8.3 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.
60

8.4 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.
8.5 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 August 2023, due to Board
changes, only eleven days’ notice was provided.
The Board remains very conscious of managing costs for shareholders. Therefore,
the 2023 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 FY24
The following variances to the NZX Corporate Governance Code have occurred in FY24
and been approved by the Board.
NZX Code
Principle
NZX Code
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
Composition
2.5 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
Committees
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
Disclosure
4.3 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
Shareholder
Rights &
Relations
8.5 20 working days’
notice of shareholder
meeting
Eleven working days’
notice was provided
in August 2023
Promisia aims to
provide 20 working
days’ notice
61

Other disclosures.
Promisia Healthcare Limited
Annual Report 2024
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Financial
Performance
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Statements
Notes to the
Financial Statements
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Employee Remuneration
The number of employees of the Company (not being Directors of the Company) who
received remuneration and other benefits in their capacity as employees during the year
ended 31 March 2024 that in value was or exceeded $100,000 per annum is set out in
the table below. The remuneration amounts include all monetary amounts and benefits
actually paid during the year:
Remuneration No. of Employees
$100,001 - $140,000 14
$140,001 - $160,0001
$200,001 - $210,0001
DISCLOSURES
Disclosure of Interests by Directors
In accordance with Section 140(2) of the Companies Act 1993, the Company maintains
an interests register in which Directors interests are recorded. The following are
particulars of general disclosures of interest by Directors holding office at 31 March
2024. Particulars of entries made during the year to 31 March 2024 are noted in
brackets, for the purposes of section 211(1)(e) of the Companies Act 1993.
Director Name of Business or Entity Nature and Extent of
Interest
Rhonda Sherriff Chatswood Lifecare LimitedDirector and Shareholder
Chatswood Retirement LimitedDirector and Shareholder
New Zealand Aged Care AssociationBoard member
Sherraine Holdings LimitedDirector and Shareholder
Sherraine Holsteins LimitedDirector and Shareholder

Promisia Healthcare Limited
Annual Report 2024
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Jill Hatchwell Air Ops NZ LimitedDirector
Aorere Resources LimitedDirector and Shareholder
Chatham Rock Phosphate Limited
(and subsidiaries)
Director
Chatham Rock Phosphate Limited
(Canadian Company)
Director and Shareholder
Civil Aviation AuthorityBoard Member
Mineral Investments LimitedDirector
Nevay Holdings LimitedDirector and Shareholder
Ringa Hora Services Workforce
Development Council
Board Member
Wellington Regional Economic
Development Agency Limited
Director
Craig PercyCrafted Solutions LimitedDirector and Shareholder
The Orchards Limited PartnershipDirector and Limited
Partner
Thomas BrankinBrankin Family Interest TrustSettlor, Trustee and
Beneficiary
Design Care Group LimitedDirector and Shareholder
i.Agri LimitedDirector and Shareholder
OTB Property LimitedDirector and Shareholder
Zany Zeus 2020 LimitedShareholder
Helen DownAdvisory Boards NZ LimitedDirector and Shareholder
Helen Down LimitedDirector and Shareholder
Directors’ Share Dealings
In accordance with the Companies Act 1993 between 1 April 2023 and 31 March
2024 the Board received the following disclosures from Directors of acquisitions and
dispositions of relevant interests in shares issued by the Company and details of such
dealings were entered in the Company’s interests register.
Director TransactionNumber of
Securities
Price per SecurityDate
Thomas
Brankin
Acquisition of
shares via off
market share
transfer
30,732,30015,915,613 shares for
$0.009 per share; and
14,816,687 shares for
$0.001 per share.
3 August
2023
Directors’ Shareholdings Interests
As at 31 March 2024 the Directors of the Company had the following relevant interests
in the Company’s shares.
DirectorLegal ownership or other nature of the interestOrdinary Shares
Thomas
Brankin
A relevant interest in the shares held by Thomas
David Brankin and Michael John Kirwin Lay as
trustees of the Brankin Family Interest Trust.
11,267,898,011
Helen DownRegistered holder500,000

Promisia Healthcare Limited
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USE OF COMPANY INFORMATION
There were no notices from Directors of the Company pursuant to section 145 of the
Companies Act 1993 requesting to use Company information received in their capacity
as directors that would not otherwise have been available them.
SUBSIDIARY COMPANY DIRECTORS
The following persons held office as Directors of subsidiary companies as at 31 March
2024.
Company Directors
Eileen Mary Age Care LimitedRhonda Sherriff
Thomas Brankin
Helen Down*
Eileen Mary Age Care Property
Limited
Rhonda Sherriff
Thomas Brankin
Helen Down*
Ranfurly Manor LimitedRhonda Sherriff
Thomas Brankin
Helen Down*
Ranfurly Manor No:1 LimitedRhonda Sherriff
Thomas Brankin
Helen Down*
Nelson Street Rest Home LimitedRhonda Sherriff
Thomas Brankin
Helen Down*
Aldwins House LimitedRhonda Sherriff
Thomas Brankin
Helen Down*
Aged Care Holdings LimitedRhonda Sherriff
Thomas Brankin
Helen Down*
Promisia LimitedRhonda Sherriff
Thomas Brankin
Helen Down*
Benefit Arthritis LimitedThomas Brankin
Helen Down*
Promisia Trustee LimitedRhonda Sherriff
Thomas Brankin
Helen Down*
Aldwins Retirement Village
Limited
Rhonda Sherriff
Thomas Brankin
Helen Down*
EMAC Holdings LimitedThomas Brankin
Helen Down*
* Helen Down retired as a Director on 28 August 2023 from Promisia and all subsidiaries.

Promisia Healthcare Limited
Annual Report 2024
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Performance
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SPREAD OF SECURITY HOLDERS
As at 31 March 2024:
Size of Shareholding Number of HoldersTotal Shares Held % of Shares
1-1,000240.00%
1,001-5,00016,3000.00%
5,001-10,000220,0000.00%
10,001-50,0009383,9400.00%
50,001-100,000121,130,3510.01%
100,001 or more 62221,474,101,22599.99%
64921,475,641,820100.00%
TOP 20 SHAREHOLDERS
The names and holdings of the twenty largest registered shareholders in the Company
as at 31 March 2024 were:
Total Shares Held% of Shares
Thomas David Brankin & Michael John Kirwin Lay11,267,898,01152.47%
Jillian Mary O`Brien & Hamish William O`Brien &
Michael James Creed
1,089,329,0665.07%
Andrew Raymond Mitchell1,022,102,5614.76 %
Donald Hamish Mackintosh893,789,2424.16%
Public Trust Limited515,000,0002.4%
Derek Montgomery Daniel & Aka Trustees Limited500,000,0002.33%
Jarden Custodians Limited500,000,0002.33%
Stephen Underwood265,602,2271.24%
Aeneas Edward O`Sullivan265,000,0001.23%
JBWERE (NZ) Nominees Limited232,173,8201.08%
Cph Hospitality Limited230,331,6001.07%
Ian David Penny & Alexander James Mcphail &
David Kenneth Brown
200,000,0000.93%
Christchurch Treeman Limited200,000,0000.93%
Paul Ainsworth194,388,8610.91%
3 J`S Limited169,695,8340.7 9 %
ASB Nominees Limited154,850,0000.7 2 %
William Noel Coughlan & Judith Wynne Coughlan120,000,0000.56%
Andrew Alan Bardsley & Jacquiline Anne Bardsley115,000,0000.54%
George Craig Royal113,508,8300.53%
Douglas John Braithwaite109,999,9990.51%

Promisia Healthcare Limited
Annual Report 2024
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Snapshot
Chair’s
Report
Financial
Performance
Financial
Statements
Notes to the
Financial Statements
Independent
Auditor’s Report
GovernanceOther
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66
SUBSTANTIAL PRODUCT HOLDERS
The following substantial product holder information is given pursuant to section 293
of the Financial Markets Conduct Act 2013 and is based on substantial product holder
notices filed with the Company during FY24 and the Company’s share register as at
31 March 2024. As at 31 March 2024, details of the substantial product holders in the
Company and their relevant interests in the Company’s ordinary shares are shown in
the table below. The total number of voting securities (fully paid ordinary shares) of the
Company as at 31 March 2024 was 21,475,641,820.
Substantial Product Holder Number of Shares
Thomas David Brankin & Michael John Kirwin Lay11,267,898,011
Jillian Mary O`Brien & Hamish William O`Brien & Michael James
Creed
1,089,329,066
OTHER INFORMATION
Auditor’s Fees
For FY24, William Buck was the external auditor for the Company.
During the year ended 31 March 20234, the amount payable by the Company to William
Buck as audit and review fees was $82,000. The amount of fees payable to William
Buck for non-audit work during the year ended 31 March 2024 was nil. This is detailed in
Note 6 of the Financial Statements.
Donations
The Company made no donations during the period 1 April 2023 to 31 March 2024.
NZX Waivers
There were no waivers granted by NZX or relied on by the Company in the 12 months
preceding 31 March 2024.

Directory.
Promisia Healthcare Limited
Annual Report 2024
Financial
Snapshot
Chair’s
Report
Financial
Performance
Financial
Statements
Notes to the
Financial Statements
Independent
Auditor’s Report
GovernanceOther
Disclosures
Directory
67
Registered office
Duncan Cotterill
Level 2, 50 Customhouse Quay
Wellington, 6011
Directors
Thomas Brankin
Craig Percy
Helen Down (ceased 28 August 2023)
Rhonda Sheriff (appointed 13 July 2023)
Jill Hatchwell (appointed 28 August 2023
Auditor
William Buck Audit (NZ) Limited
Bank
Bank of New Zealand
Kiwibank
Solicitors
Duncan Cotterill
Wellington

www.promisia.co.nz