Promisia Healthcare Limited 2025 Annual Report

2025
FOR THE YEAR ENDED
31 MARCH 2025
ANNUAL
REPORT

We are a New Zealand-based
provider of residential aged care
and retirement village living,
dedicated to delivering high-
quality care and support.
We uphold each person’s right to
live a fulfilling and meaningful
life by delivering care that is of
excellent quality. We create a
safe and nurturing environment
where individuals can thrive –
fostering caring, and connected
communities.

Contents
Chair’s Report – Rhonda Sherriff 5
Quality Care for People in our Communities 7
This Year’s Highlights in Numbers 9
Our Strategy in Action 11
Growth 11
Diversification to a broader revenue stream 13
Occupancy 15
Financial Highlights 16
Looking Ahead 19
Financials 21
Consolidated Statement Of Comprehensive Income 22
Consolidated Statement Of Financial Position 23
Consolidated Statement Of Changes in Equity 24
Consolidated Statement Of Cash Flows 25
Notes to the Consolidated Financial Statements 26
Independent Auditor’s Report 65
Corporate Governance 69
Additional Statutory Information 84
Directory 90
Cover photo: Golden View Lifestyle Village.
PROMISIA HEALTHCARE: ANNUAL REPORT 2025 3

“We have a clear strategic vision which
guides both our daily focus on delivering
care that makes a difference for people and
our overarching aim for company growth.”
4

It is my pleasure to present to our
shareholders the chair’s report for
Promisia Healthcare’s 2024-2025 year.
This has been a year of meaningful
transformation, marked by the
acquisition of Golden View Lifestyle
Village and Ripponburn Home and
Hospital, the strengthening of our
financial foundations, and the positioning
of Promisia for sustainable growth.
While operational improvements remain a key
focus, we are confident that the steps taken this
year have set the stage for long-term success
and positive outcomes for our residents, staff
and shareholders.
Fundamentally, our stable and committed staff,
clear goals for delivery of quality care, and an
effective quality management system underpinned
a solid performance for the company.
Good occupancy, a growing reputation for care
delivery and an environment where staff are proud
to work and contribute at their best, have been key
to Promisia’s success. We have a clear strategic
vision which guides both our daily focus on
delivering care that makes a difference for people
and our overarching aim for company growth. That
vision is to be a trusted and sustainable provider of
quality people-care in the communities we serve.
The addition of the Cromwell facilities and the sale
of the Eileen Mary facility in Dannevirke reflected
our strategic focus on seeking larger-scale facilities
in regions with a growing population. These steps
Chair’s Report – Rhonda Sherriff
also marked a
transformative year
as we integrated new
teams into Promisia
and introduced them
to our vision for care
delivery.
Our financial position strengthened significantly
this year. This achievement was underpinned by the
acquisitions in Cromwell, the sale of Eileen Mary, a
successful $4.7million capital raise, consolidation
of shares and warrants, and refinancing and
consolidation of all Promisia debt with Bank of New
Zealand. Our improved funding terms provide a
solid platform for future growth.
The level of care we pride ourselves on providing
is in the hands of our staff and we thank everyone
very much for all their hard work. The satisfaction
expressed by our residents and their whānau
continues to build our reputation, thanks to our
focus on recruiting the right people, providing
education and training, and creating a positive
working environment.
Changes in the management team added to the
sense of a year in transition. We are grateful to
Francisco Rodriguez Ferrere for his exceptional
financial management and celebrated his
promotion to Chief Financial Officer earlier this year.
We thank Executive Director Craig Percy for
stepping in to lead the operational side of the
business. Craig’s deep experience in the aged
care and retirement villages ensured stability
as we integrated the Cromwell facilities into the
Promisia family.
Chair Rhonda Sherriff
Left: Golden View Lifestyle Village; above, Aldwins House.
PROMISIA HEALTHCARE: ANNUAL REPORT 2025 5

It’s also important to acknowledge the contribution
of our support office team in keeping the company
moving ahead during the year.
We recently recognised the retirement of Group
Operations Manager Virginia Dyall-Kalidas, who
was instrumental in ensuring our residents and
their whānau received a good standard of care and
support at our facilities for more than a decade. We
thank her for her significant contribution.
We look forward to welcoming our new Chief
Operating Officer Graeme Dodd in May 2025.
Graeme brings over 20 years of leadership in
aged care and health, including roles at Radius
Care, Qestral, and Triton Hearing. His financial,
operational and clinical expertise will be critical in
aligning and collaborating our teams, bringing our
vision to life every day around the country.
The Board has worked on our strategic approach
and we share that with you in this annual report. Our
focus remains on driving continuous improvement,
meeting the challenges of our regulatory
environment and the needs of the communities
we serve. Our aim is to be a nimble provider with
Strategic Approach
Efficiently run and profitable business operation
Active reputation and brand management
Disciplined use of shareholder funds
Employment brand of choice
A trusted and sustainable provider of quality people-care in the communities we serve
Connected communities where people
feel cared for, included and valued
PEOPLE
Expert
governance;
accessible
leadership;
skilled,
experienced and
engaged team
members
DELIVERY
An integrated
network meeting
the expectations
of residents and
their families with
safe, personalised
and individualised
care 
DIVERSIFICATION
Develop new
revenue streams
from independent
living options,
extending the
range of services
and investing in
additional higher
care beds
OCCUPANCY
Provider of choice
delivering a
minimum 95%
occupancy rate
across all facilities
GROWTH
Focus on
acquiring,
developing and
integrating
medium-large
sized care
facilities in areas
offering value-
enhancement
opportunities
diverse revenue streams, responsive to market
changes. Part of this agility includes our plans to
adapt facilities to meet evolving needs, such as the
targeted conversion of Nelson Street in Feilding to
provide more care for people living with dementia.
Promisia has built a strong platform strategically,
operationally and financially and is now positioned
for sustainable growth. We remain committed to
exploring opportunities to expand our footprint
with quality assets while navigating a dynamic
economic environment.
Looking ahead, we enter FY2026 with confidence.
Our strengthened financial position, the
appointment of our Chief Operating Officer, and the
strategic initiatives underway across our facilities
position Promisia for a year of delivery.
We expect to see benefits flow through in improved
occupancy, enhanced care standards and
continued financial resilience. On behalf of the
Board, I thank you for your support and belief in
Promisia’s mission.
We look forward to sharing our progress in the year
to come.
6

Quality Care for People in our Communities
Promisia is a New Zealand-based aged
care and retirement living provider, with
a focus on delivering care that makes a
difference.
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.
Our vision is to provide care that
makes a difference to our residents.
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
Aldwins House.
PROMISIA HEALTHCARE: ANNUAL REPORT 2025 7

Our commitment
is to high-quality
personalised
support, tailored to
the unique needs of
each individual.
Ranfurly Manor.
8

This Year’s Highlights in Numbers
208
Incredible
Caregivers
Trusted
Registered Nurses
Invaluable Support and
Administrative Staff
Care Beds
Village Units
Occupation Rate
(Villas)
Net Tangible Assets
per share
Underlying EBITDAF
RevenueLoan-to-value ratio
58
152
156
403
79
c
100%
42.9%
Residents
610
Communities
5
Occupation Rate
(Care Beds)
87%
$4.2
million
$31.08
million
PROMISIA HEALTHCARE: ANNUAL REPORT 2025 9

The $33-million purchase
of two villages and
facilities adjacent to each
other in Cromwell expands
our footprint and provides
exposure to the growing
population in the region.
10

Our Strategy in Action
Growth
The highlight of the year was the
introduction of our two retirement and
aged care facilities in the vibrant heart of
Central Otago into Promisia.
Set in the picturesque town of Cromwell, framed
by mountains and surrounded by the waters of
Lake Dunstan, the Kawerau River and the Clutha
River, these two complexes are nestled underneath
wide-open skies and within a landscape that vividly
expresses all the seasons.
In the second half of FY25 we focused on integrating
the Golden View Lifestyle Village and Ripponburn
Home and Hospital into the group after the
acquisition in August 2024.
The occupancy levels at these two villages are high,
which is no surprise considering the outstanding
setting, the variety of available activities in the area,
and the food and wine specialities to hand.
The deal added around $10.5 million of gross
annualised operating revenue and significant
operational efficiencies will be realised using
Promisia’s scale and established platform.
The $33-million purchase of two villages and
facilities adjacent to each other in Cromwell expands
our footprint and provides exposure to the ageing
population in the region. For example, around 20% of
Cromwell’s population is aged over 65.
This opportunity presented an attractively priced
entry into this highly sought-after location. Promisia
also benefits from the purchases being completed
through two transactions over four years.
Golden View comprises 60 beds split between
a 48 dual-care bed facility, a 12-bed dementia
level care wing (unique in Cromwell), 19 serviced
apartments and 102 independent living villas with
one, two or three bedrooms, plus community and
recreational facilities.
Ripponburn has 46 dual-care beds and 16 villas with
two bedrooms and a garage. There is significant
development potential on the 2.8-hectare
Ripponburn site.
Promisia’s key point of difference is our focus on
larger-sized aged care facilities, often located in
regional New Zealand and focused on quality and
value-add opportunities.
We are focused on embedding the Cromwell
acquisition and leveraging Promisia’s scale and
platform to improve operational performance and
care outcomes across the site.
Left and above: Golden View Lifestyle Village.
PROMISIA HEALTHCARE: ANNUAL REPORT 2025 11

12

Diversification to a broader revenue
stream
• More people are choosing to live in our villages,
and villa occupancy across the group was 100%
as at March 31, 2025.
• Consequently, we recorded excellent growth
in deferred management fees from the sales of
villas, care suites and apartments.
• Approval was secured from Health New Zealand
for a 20-bed dementia wing at Nelson Street in
Feilding and construction was completed early
in FY26.
• Aldwins House occupancy grew with the
addition of care for up to 40 young people with
lifelong disabilities who require support with
self-care, mobility and/or communication. They
enjoy a tailored programme of activities.
Our Strategy in Action
Left: Golden View Lifestyle Village; this page, the newly
configured 20-bed dementia wing at Nelson Street in Feilding
opened in June 2025.
PROMISIA HEALTHCARE: ANNUAL REPORT 2025 13

More people are choosing to
live in our villages, and villa
occupancy across the group
was 100% as at March 31, 2025.
Ranfurly Manor Village.
14

Aldwins House
4
84.8%
Occupancy
Care Beds
Care Suites /
Apartments
Ranfurly Manor
1
Ripponburn Home
and Hospital
3
97.3%
Our Strategy in Action
Villas
Golden View
Lifestyle Village
2
5 0.9%10 0.0%
92.9%10 0.0%10 0.0%
95.6%10 0.0%
Nelson Street
5
5 8.0%
1
Ranfurly Manor care suite sales will benefit from
an updated sales and marketing plan in FY26.
2
18 of the apartments at Golden View Lifestyle
Village were occupied, with the remaining one
under contract and settled/occupied in early April.
3
At Ripponburn Home & Hospital, 12 of the 16
villas are occupied, with the remaining four under
contract and expected to settle in the near term
(3 in April, 1 in June).
4
Aldwins House occupancy increased materially
from around 70% to 85% over the past year,
reflecting significant operational improvement.
We expect this upward trend to continue as we
strengthen leadership, staffing and care delivery
foundations.
5
Nelson Street’s temporary decline in occupancy
is in line with our planned construction work and
will rebound once the new dementia care wing is
operational.
PROMISIA HEALTHCARE: ANNUAL REPORT 2025 15

Financial Highlights
FY25 was a transformational year for
Promisia.
It was marked by structural change, disciplined
execution and strong delivery across all key
financial measures. During the year, we acquired
two villages in Cromwell, completed the sale of
the Eileen Mary facility, executed a successful
$4.7 million capital raise and share/warrant
consolidation and undertook a full debt restructure
that consolidated all interest-bearing bank debt
under Bank of New Zealand (BNZ).
Alongside these initiatives, we maintained cost
control and improved earnings despite inflationary
pressure across the sector. These actions have
materially reshaped our capital structure, expanded
our operating footprint and positioned the company
for sustainable, scalable growth.
Revenue for the year
increased 37% to
$31.08 million, driven
by the inclusion
of the Cromwell
acquisitions,
increased occupancy
across several key
facilities and growth in deferred management
fees from villa and care apartment sales. Notably,
occupancy at Aldwins House improved from
approximately 70% to 85% by year-end, while
Ranfurly Manor’s care facility increased from 85%
to 97%.
The enlarged scale of the business following
the Cromwell acquisitions and associated
implementation costs led to an increase in
operating expenses to $23.9 million. While
Eileen Mary Facility
SOLD
Golden View Lifestyle
Village and Ripponburn
Home and Hospital
ACQUIRED
Debt Refinancing and
Capital Raise
Occupancy GrowthCost Reduction
Programme
Strengthened
Financial
Returns
Chief Financial Officer
Francisco Rodriguez Ferrere
16

administration expenses also grew, we maintained
discipline across central overheads and
discretionary spending, resulting in a slower rate of
increase relative to revenue.
Underlying EBITDAF rose 11.5% to $4.2 million in
line with our market guidance. Net profit increased
materially, reflecting both the improvement in
operational earnings and recognition of a $6.6 million
purchase gain from the Golden View and Ripponburn
acquisitions. The gain reflects the group’s ability to
execute transactions which enhance value through
acquiring assets below fair value and structuring
deals in a way that delivers meaningful shareholder
benefit. In the case of Golden View, this included a
combination of a freehold and leasehold interest,
supported by a long-dated, interest-free deferred
vendor loan and convertible notes issued in lieu of an
upfront cash settlement.
Valuations across our care facilities and villages
increased by a combined $3.7 million at Aldwins
House, Nelson Street and Ranfurly Manor. These
uplifts reflect improved EBITDA performance across
the sites. The October 2024 CBRE valuations for
Golden View and Ripponburn reaffirmed the quality
and strategic fit of the Cromwell acquisitions.
The company’s capital and debt activity during
FY25 was extensive. Over $35 million in financing
activity was completed. This included refinancing
existing facilities at Ranfurly Manor and Nelson
Street, introducing new BNZ facilities to fund
the Cromwell acquisitions and full repayment of
higher-cost second-tier debt, including the $6.5
million Senior Trust loan previously secured over
Ranfurly Manor. In January, Promisia also settled
the early repayment of the $3.82 million Teltower
loan secured over Aldwins House for $3.0 million,
refinancing the facility with BNZ and delivering a
$820,000 debt reduction.
By year-end, the group had successfully
consolidated all interest-bearing bank debt with
BNZ, reduced its weighted average interest rate
from 9.0% to 7.1%, and improved its loan-to-value
ratio from 48.8% to 42.9% despite a higher overall
debt balance following the Cromwell acquisition.
The July 2024 capital raise added $4.725 million
in new equity to the business, widened our
shareholder base and introduced a strategic
investor aligned with our long-term growth
aspirations – Asset Management Limited. A 500:1
consolidation of shares and warrants followed and
simplified Promisia’s capital structure.
Net tangible assets per share increased 25%
year-on-year to 79 cents and was up 10% since
September 2024. This reflected the cumulative
impact of asset revaluations, purchase gains
from the Cromwell deal, debt reduction, strong
operational performance and the capital raise.
Taken together, these outcomes demonstrate
Promisia’s disciplined execution, strategic
agility and ability to unlock value through active
portfolio management.
We conclude FY25 with a scalable financial
platform, a strengthened balance sheet and
renewed momentum across our operations and
capital base.
Our focus for FY26 is to embed recent acquisitions,
improve operational margins and continue to
strengthen shareholder value through efficient
execution, operational focus and continued use of
our enabling platform for growth.
EBITDA Reconciliation
FY25FY24
EBITDA11,4127,280
Fair value movement in
property
-173-3,641
Bargain purchase on
business acquisitions
-6,609 -
EBITDAF
1
4,6303,639
Debt reduction income-799-
Discretionary Executive
Director payment
244120
Non-recurring management
share incentives
117-
Underlying EBITDAF
2
4,1923,759
1
EBITDAF is operating earnings before interest, tax,
depreciation, amortisation and fair value adjustments and is
a non-GAAP number.
2
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.
PROMISIA HEALTHCARE: ANNUAL REPORT 2025 17

Promisia’s key point of
difference is our focus
on larger-sized aged
care facilities, often
located in regional New
Zealand and focused on
quality and value-add
opportunities.
18

Looking Ahead
There are exciting times ahead
for Promisia as we continue our
transformation and respond to growth
opportunities from a platform of
financial stability. We are constantly
seeking opportunities to expand our
footprint with quality assets, particularly
larger-sized aged care facilities in
regional New Zealand.
Part of our strategic plan is the conversion of
facilities to meet the evolving needs of current and
future residents. In Cromwell, we see opportunities
to increase the capacity of the care facility at
Golden View, positioning it as a cornerstone of
high-quality care delivery in Central Otago. At
Nelson Street, we aim to build on the successful
launch of our dementia care wing and ensure it
reaches full utilisation.
Improving our occupancy rates remains our
key focus. For example, at Ranfurly Manor, the
emphasis will be on fostering increased sales of the
vacant care suites through an integrated marketing
approach. At Aldwins House, we are continuing to
build momentum by steadily increasing occupancy
levels as we strengthen foundations across staffing,
leadership and care delivery.
Operational cohesion and integration of the
Cromwell facilities into the business will be top
priorities for our new Chief Operating Officer
Graeme Dodd, who joined us in May. He has been
tasked with connecting our teams into an aligned,
collaborative group and bringing our vision of
excellence to life every day.
As we concentrate on enhancing our operations
and service offering for residents, we expect the
upward trajectory of our profit to continue, with
underlying EBITDAF anticipated to grow in excess
of 25% in FY26.
Left: Aldwins House; above, Ranfurly Manor.
PROMISIA HEALTHCARE: ANNUAL REPORT 2025 19

“Fundamentally, our
stable and committed
staff, clear goals for
delivery of quality
care, and an effective
quality management
system underpinned
a solid performance
for the company.”
Chair Rhonda Sherriff
Ranfurly Manor Village.
20

Promisia Healthcare Limited
CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
PROMISIA HEALTHCARE: ANNUAL REPORT 2025 21

2024
NOTE 2025 (Re-presented)*
$ ‘000 $ ‘000
Revenue
Care and village fees 5 29,690 21,081
Deferred management fees (DMF) 17 1,277 850
Gain on signing new occupancy right agreements 13 113 775
31,080 22,706
Other income
Fair value gain on investment property 13 173 3,641
Bargain purchase on business acquisitions 28 6,609 -
Debt reduction income 19 799 -
7,581 3,641
Total revenue and other income 38,661 26,347
Less: expenses
Operating expenses 6 (23,870) (16,505)
Administration expenses 6 (4,306) (3,524)
Depreciation expense 12 (409) (777)
Impairment losses 6 (491) (194)
Finance costs
– Borrowing costs (2,448) (2,405)
– Vendor loan imputed interest expense (456) -
(31,980) (23,405)
Profit before income tax expense 6,681 2,942
Income tax expense 7 (107) (1,955)
Net profit from continuing operations 6,574 987
Net profit from discontinued operations 29 262 648
Profit for the year 6,836 1,635
Other comprehensive income
Items that will not be reclassified subsequently to profit or loss
Revaluation of property, net of tax 23 1,432 3,116
Total comprehensive income attributable to shareholders of the Company 8,268 4,751
Earnings per share (cents per share)
Basic earnings per share from continuing operations 22 13.4145 2.3044
Diluted earnings per share from continuing operations 22 11.7235 2.3044
Basic earnings per share from discontinued operations 22 0.5346 1.5129
Diluted earnings per share from discontinued operations 22 0.4672 1.5129
Basic earnings per share 22 13.9491 3.8173
Diluted earnings per share 22 12.1908 3.8173
Consolidated Statement Of Comprehensive Income
FOR THE YEAR ENDED 31 MARCH 2025
The accompanying notes form part of these consolidated financial statements.
*Comparative information has been re presented due to a discontinued operation and the separate
presentation of ‘Care and village fees’ and ‘Deferred management fees (DMF)’, and earnings per share has
been restated due to a share consolidation of 500 to 1.
22

The accompanying notes form part of these consolidated financial statements.
NOTE 2025 2024
$ ‘000 $ ‘000
Assets
Cash and cash equivalents 8 132 118
Receivables 10 1,317 1,341
Non-current assets held for sale 14 1,601 -
Current tax assets - 6
Other assets 11 488 549
Property, plant and equipment 12 23,763 21,319
Investment properties 13 144,785 61,012
Total assets 172,086 84,345
Liabilities
Payables 16 4,273 3,759
Current tax liabilities 376 -
Revenue received in advance 17 4,056 2,288
Convertible notes 20 4,465 -
Occupancy right agreements 18 75,058 22,012
Borrowings 19 42,222 29,155
Deferred tax liabilities 7 2,364 2,251
Total liabilities 132,814 59,465
Net assets 39,272 24,880
Equity
Share capital 21 82,056 77,467
Reserves 23 4,498 3,066
Accumulated losses (48,817) (55,653)
Convertible notes reserve 20 1,535 -
Total equity 39,272 24,880
Net tangible asset per share (dollars) 0.792 0.630*
*Comparative information has been restated due to a share consolidation of 500 to 1.
Signed on behalf of the Board of Directors, dated 25 June 2025.
Thomas Brankin Rhonda Sherriff
Director Director
Consolidated Statement Of Financial Position
FOR THE YEAR ENDED 31 MARCH 2025
PROMISIA HEALTHCARE: ANNUAL REPORT 2025 23

NOTE $ ‘000 $ ‘000 $ ‘000 $ ‘000 $ ‘000
Consolidated
Balance as at 1 April 2023 77,426 (50) (57,288) - 20,088
Profit for the year - - 1,635 - 1,635
Other comprehensive income
for the year - 3,116 - - 3,116
Total comprehensive income
for the year - 3,116 1,635 - 4,751
Transactions with owners
in their capacity as owners:
Contributions 21 41 - - - 41
Total transactions with owners
in their capacity as owners 41 - - - 41
Balance as at 31 March 2024 77,467 3,066 (55,653) - 24,880
Consolidated Statement Of Changes in Equity
FOR THE YEAR ENDED 31 MARCH 2025
CONTRIBUTEDEQUITYACCUMULATED LOSSESCONVERTIBLE NOTES RESERVETOTAL EQUITYRESERVES
The accompanying notes form part of these consolidated financial statements.

Balance as at 1 April 2024 77,467 3,066 (55,653) - 24,880
Profit for the year - - 6,836 - 6,836
Other comprehensive income
for the year - 1,432 - - 1,432
Total comprehensive income
for the year - 1,432 6,836 - 8,268
Transactions with owners
in their capacity as owners:
Contributions 21 4,589 - - - 4,589
Issue of convertible notes 20 - - - 1,535 1,535
Total transactions with owners
in their capacity as owners 4,589 - - 1,535 6,124
Balance as at 31 March 2025 82,056 4,498 (48,817) 1,535 39,272
24

The accompanying notes form part of these consolidated financial statements.
NOTE 2025 2024
$ ‘000 $ ‘000
Cash flow from operating activities
Receipts from residents for care fees and services 32,570 24,371
Receipts of residents’ loans from new sales 8,370 10,475
Payments to suppliers and employees (30,467) (22,985)
Repayments of residents’ loans (4,414) (1,798)
Interest paid (2,655) (2,573)
Net cash provided by operating activities 9 3,404 7,490
Cash flow from investing activities
Payment for property, plant and equipment (285) (325)
Purchase of investment property (2,026) (7,276)
Payment for business combinations, net of cash acquired (13,905) -
Disposal of discontinued operation, net of cash disposed of 5,660 -
Net cash used in investing activities (10,556) (7,601)
Cash flow from financing activities
Proceeds from share issue, net of transaction costs 4,589 -
Net proceeds from / (repayment of) borrowings 2,577 (1,830)
Net cash provided by / (used in) financing activities 7,166 (1,830)
Reconciliation of cash and cash equivalents
Cash at beginning of the financial year 118 2,059
Net decrease in cash held 14 (1,941)
Cash at end of financial year 8 132 118
Consolidated Statement Of Cash Flows
FOR THE YEAR ENDED 31 MARCH 2025
PROMISIA HEALTHCARE: ANNUAL REPORT 2025 25

Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 31 MARCH 2025
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.
Material accounting policies which are relevant to understanding the consolidated financial statements are
disclosed in each of the applicable notes. They 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.
(b) Going concern
The consolidated financial statements have been prepared on a going concern basis, which contemplates
continuity of normal business activities and the realisation of assets and the settlement of liabilities in the
ordinary course of business.
The Directors are satisfied 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 $6.681m (2024: $2.942m).
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.
26

NOTE 1: MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)
(c) Functional and presentation currency
The consolidated financial statements are presented in New Zealand dollars which is the Group’s functional
and presentation currency. All amounts have been rounded to the nearest thousand, unless otherwise
indicated.
(d) Climate change risk
The Group recognises that climate change may present physical and transitional risks to its operations,
assets, and financial performance. The Group owns and operates residential aged care and retirement
village facilities across New Zealand, and acknowledges that extreme weather events, including storms and
flooding, could impact the condition or accessibility of its properties.
All Group facilities are insured for material damage and business interruption. The Group continues to
monitor emerging climate risks and their potential impacts on operations, asset values, supply chains,
and regulatory obligations. Climate-related developments may influence future decisions around facility
upgrades, location planning, and construction design.
While no material financial impacts have been identified to date, the Group will continue to assess the
relevance of climate-related risks to its operations and financial statements, including potential implications
for property valuations, capital investment planning, and ongoing operational resilience.
(e) Change in accounting policy
Classification of liabilities as current or non-current liabilities with covenants
The Group has adopted Classification of Liabilities as Current or Non-current (Amendments to NZ IAS 1) and
Non-current Liabilities with Covenants (Amendments to NZ IAS 1) from 1 April 2024. The amendments apply
retrospectively. They clarify certain requirements for determining whether a liability should be classified
as current or non-current and require new disclosures for non-current loan liabilities that are subject to
covenants within 12 months after the reporting period.
The Group’s liabilities were not impacted by the amendments for current and non-current classification.
Additional disclosures have been made for non-current liabilities subject to covenants in the current year.
Despite the change in policy, there is no retrospective impact on the comparative statement of financial
position.
Notes to the Consolidated Financial Statements cont’d
FOR THE YEAR ENDED 31 MARCH 2025
PROMISIA HEALTHCARE: ANNUAL REPORT 2025 27

NOTE 1: MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)
(f) Accounting standards issued but not yet effective
A number of new accounting standards are effective for annual reporting periods beginning after 1 January
2025 and earlier application is permitted. However, the Group has not early adopted the following new or
amended accounting standards in preparing these consolidated financial statements
(a) NZ IFRS 18 Presentation and Disclosure in Financial Statements
NZ IFRS 18, effective for annual periods beginning on or after 1 January 2027, will replace NZ IAS 1. It
introduces a revised structure for the statement of profit or loss, including new categories and a defined
operating profit subtotal, and requires disclosure of management defined performance measures (MPMs)
in a single note. The operating profit subtotal will also serve as the starting point for the indirect method in
the statement of cash flows. The Group is assessing the impact of these changes on its financial statement
presentation and disclosures.
(b) Other accounting standards
The following new and amended accounting standards are not expected to have a significant impact on the
Group’s consolidated financial statements:
• Lack of Exchangeability (Amendments to NZ IAS 21).
• Classification and Measurement of Financial Instruments (Amendments to NZ IFRS 9 and NZ IFRS 7).
Notes to the Consolidated Financial Statements cont’d
FOR THE YEAR ENDED 31 MARCH 2025
28

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.
(c) Fair value of investment property
The fair value of investment properties is determined at each reporting date based on the most recent
independent valuations or, where applicable, an internally developed discounted cash flow (DCF) model
using industry-standard valuation assumptions.
The Group’s retirement villages and aged-care facilities are primarily valued by independent registered
valuers, with changes in fair value recognised in the statement of comprehensive income. The valuation
methodology incorporates:
• Discounted cash flow (DCF) models based on expected future cash flows from Occupation Right
Agreements (ORAs).
• Capitalisation rates and discount rates derived from industry benchmarks.
• Market sales comparisons where applicable.
The Golden View Lifestyle Village leasehold interest is classified as investment property. Although it is legally
structured as a lease, the Group is entitled to a share of ORA proceeds and assumes the majority of risks
and rewards associated with the asset. Therefore, it is accounted for as an Investment Property, applying
a substance over form approach. Its fair value has been determined internally using a DCF model, applying
assumptions consistent with industry practice.
Key assumptions in the valuation process include growth rates, occupancy levels, and discount rates. These
estimates involve significant judgment and changes in market conditions may materially impact fair value.
Further details on investment property valuations are provided in Notes 13 and 15.
(d) Fair value less costs to sell of non-current asset held for sale
The fair value less cost to sell of non-current asset held for sale is determined on the basis of significant
unobservable inputs. Further details on fair value measurement related to non-current asset held for sale is
provided in Note 14 and 15.
Notes to the Consolidated Financial Statements cont’d
FOR THE YEAR ENDED 31 MARCH 2025
PROMISIA HEALTHCARE: ANNUAL REPORT 2025 29

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:
2025 2024
$ ‘000 $ ‘000
Financial assets
– Cash and cash equivalents 132 118
– Receivables 1,317 1,341
– Other assets 20 20
1,469 1,479
Financial liabilities
– Payables 4,273 3,759
– Borrowings 42,222 29,155
– Convertible notes 4,465 -
– Occupancy right agreements 75,058 22,012
126,018 54,926
(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 its interest rate risk by maintaining a mix of variable rate and fixed rate borrowings.
The rates applicable to the bank loans are a mixture of fixed and variable rates which are reviewed at the maturity
of each loan. There is $10.270m (2024: $9.835m) of bank debt that has a floating interest rate. A 1% increase in
interest rates would cost the Group an additional $0.103m (2024: $0.098m) in interest expenses annually.
Notes to the Consolidated Financial Statements cont’d
FOR THE YEAR ENDED 31 MARCH 2025
30

NOTE 3: FINANCIAL RISK MANAGEMENT (CONTINUED)
(a) Interest rate risk (continued)
Sensitivity
The Group is primarily exposed to interest rate risk.
If interest rates were to increase/decrease by 50 basis points from the rates prevailing at the reporting date,
assuming all other variables remain constant, then the impact of profit for the year and equity would be as
follows:
2025 2024
+ / 50 basis points $ ‘000 $ ‘000
Impact on profit after tax 233 146
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 right agreements. Following a termination of the agreement, the occupancy advance is repaid on
receipt of the new occupancy advance from the incoming resident.
Notes to the Consolidated Financial Statements cont’d
FOR THE YEAR ENDED 31 MARCH 2025
PROMISIA HEALTHCARE: ANNUAL REPORT 2025 31

NOTE 3: FINANCIAL RISK MANAGEMENT (CONTINUED)
(c) Liquidity risk (continued)
Ultimate responsibility for liquidity risk management rests with the Directors, who have built an appropriate
liquidity risk management framework for the management of the Group’s short, medium, and long-term
funding.
The Group manages liquidity risk by maintaining adequate reserves, banking facilities, and reserve
borrowing facilities, and by regularly monitoring forecast and actual cash flows and maturity profiles of
financial assets and liabilities.
The following table outlines the Group’s remaining contractual maturities for non-derivative financial
instruments. The amounts presented in the table are the undiscounted contractual cash flows of the financial
liabilities, allocated to time bands based on the earliest date on which the Group can be required to pay.

TOTAL
Year ended
CONTRACTUAL CARRYING
31 March 2025
< 1 YEAR 1-2 YEARS 2-4 YEARS 5+ YEARS CASHFLOWS AMOUNT
$’000 $’000 $’000 $’000 $’000 $’000
Payables 4,273 - - - 4,273 4,273
Borrowings 5,561 31,531 10,752 - 47,843 42,222
Convertible notes - - 6,000 - 6,000 4,465
Occupancy right agreements 10,610 10,610 21,220 32,618 75,058 75,058
20,444 42,140 37,971 32,618 133,174 126,018

TOTAL
Year ended
CONTRACTUAL Carrying
31 March 2024
< 1 YEAR 1-2 YEARS 2-4 YEARS 5+ YEARS CASHFLOWS AMOUNT
$’000 $’000 $’000 $’000 $’000 $’000
Payables 3,759 - - - 3,759 3,759
Borrowings 25,873 3,367 2,060 - 31,300 29,155
Occupancy right agreements 4,094 4,094 7,862 5,962 22,012 22,012
33,726 7,461 9,922 5,962 57,071 54,926
Occupancy right agreements figures above have been calculated based on average occupancy years
formulated by the valuer in determining investment property fair values at 31 March 2025.
The Group renews its facilities annually to ensure an appropriate portion matures on a regular basis.
Notes to the Consolidated Financial Statements cont’d
FOR THE YEAR ENDED 31 MARCH 2025
32

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.
2025 2024
(RE-PRESENTED)
$ ‘000 $ ‘000
NOTE 5: REVENUE FROM CONTRACTS WITH CUSTOMERS
Rest home, hospital & dementia fees 28,736 20,531
Village service fees 844 330
Other revenue 110 220
Care and village fees 29,690 21,081
Deferred management fees (DMF) 1,277 850
Revenue recognition
Revenue is recognised in accordance with NZ IFRS 15. Deferred management fees and rental income are
considered leases under NZ IFRS 16, and therefore excluded from the scope of NZ IFRS 15. None of the
Group’s revenue, as defined by NZ IFRS 15, contains significant financing components.
A contract for care fees is in place with all care residents by means of an admission agreement. The resident
receives the benefit as the care is administered and each resident incurs a contracted daily care fee set each
year by the Government. Rest home and hospital service fees are recognised at the point in time the services
are received.
Deferred management fees are for the right to occupation and share in the use of community facilities and
are payable by residents of the Group’s units and apartments under the terms of their ORA. The deferred
management fee is calculated as a percentage of the occupational right agreement amount and payable
on termination of the agreement. 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 4.0 – 6.2 Years (2024: 3.7 – 4.0 Years)
External Villas 7.0 – 8.1 Years (2024: 6.8 – 7.0 Years)
Notes to the Consolidated Financial Statements cont’d
FOR THE YEAR ENDED 31 MARCH 2025
PROMISIA HEALTHCARE: ANNUAL REPORT 2025 33

NOTE 5: REVENUE FROM CONTRACTS WITH CUSTOMERS (CONTINUED)
Revenue recognition (continued)
Estimates of expected occupancy are reviewed periodically. Where a change is made, it is the Group’s policy
to recognise the aggregate impact of this change in the period in which the change in estimate occurs.
The Group has a contractual right to management fees in the first two years of occupancy. The timing
difference in the contractual right to receive the management fees and the accounting recognition of the
revenue over the estimated expected occupancy gives rise to a liability for revenue in advance. As at 31 March
2025, revenue received in advance of $4.056m (2024: $2.288m) was recorded, not yet released to the profit
or loss, refer Note 17.
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.
2025 2024
(RE-PRESENTED)
$ ‘000 $ ‘000
NOTE 6: OPERATING, ADMINISTRATION AND IMPAIRMENT EXPENSES
Profit before income tax has been determined after:
Administration expenses
– Legal expenses 238 212
– NZX listing and regulatory expenses 88 36
– Insurance 699 403
– Other administration costs 3,196 2,860
– Net loss on disposal of property, plant and equipment 85 13
4,306 3,524
Other administration costs include utility costs, advertising, directors’ fees, consulting, audit fees and
accounting fees.
Notes to the Consolidated Financial Statements cont’d
FOR THE YEAR ENDED 31 MARCH 2025
34

2025 2024
(RE-PRESENTED)
$ ‘000 $ ‘000
NOTE 6: OPERATING, ADMINISTRATION AND IMPAIRMENT EXPENSES
(CONTINUED)
Operating expenses
– Employee benefits and other staff costs 19,456 12,881
– Equity-settled share-based payments 89 41
– Property-related expenses 449 339
– Other operating costs 3,876 3,244
23,870 16,505
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 losses 491 194
The impairment loss for the current year relates to divestment of non-core property assets (refer to Note
14), and the write-off of work in progress associated with consulting and legal fees previously capitalised for
potential acquisition and development projects. (2024: work in progress written off in relation to consulting
and legal fees previously capitalised for potential acquisition and development projects that were presented as
work in progress under other current assets in the prior years).
Remuneration of auditors for:
William Buck Audit (NZ) Limited
Audit and assurance services
– Audit of financial report 98 82
– Other services - -
98 82
NOTE 7: INCOME TAX
(a) Components of tax expense
Current tax 381 -
Deferred tax (129) 1,963
Income tax expense 252 1,963
Income tax expense is attributable to:
Income tax expense on continuing operation 107 1,955
Income tax expense on discontinued operation 145 8
252 1,963
Notes to the Consolidated Financial Statements cont’d
FOR THE YEAR ENDED 31 MARCH 2025
PROMISIA HEALTHCARE: ANNUAL REPORT 2025 35

2025 2024
$ ‘000 $ ‘000
NOTE 7: INCOME TAX (CONTINUED)
(b) Income tax reconciliation
The prima facie tax payable on profit before income tax is reconciled
to the income tax expense as follows:
Prima facie income tax payable on profit before income tax at 28.0%
(2024: 28.0%) 1,985 1,007
Add/less tax effect of:
– Derecognition of tax cost base for buildings - 2,539
– Non-deductible expenses 345 80
– Prior period adjustments 17 16
– Fair value gain on investment property (48) (1,237)
– Other non-assessable income (38) (20)
– Utilisation of past tax losses (198) (422)
– Gain on business acquisition (1,811) -
Income tax expense attributable to profit 252 1,963
(c) Deferred tax
Deferred tax relates to the following:
Deferred tax assets
– Deferred management fees 1,136 641
– Holiday pay 536 411
– Prepaid loan fees (33) (44)
– Tax losses - 433
– Accrued ACC 6 -
1,645 1,441
Deferred tax liabilities
– Depreciation 351 276
– Commercial depreciation* 2,539 2,539
– Fair value gain on property 1,120 877
4,010 3,692
Net deferred tax liabilities 2,365 2,251
Notes to the Consolidated Financial Statements cont’d
FOR THE YEAR ENDED 31 MARCH 2025
36

NOTE 7: INCOME TAX (CONTINUED)
(c) Deferred tax (Continued)
*Deferred Tax Impact on changes to commercial building depreciation rates
In prior year 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
was recognised in the year ended 31 March 2024 as the law change was enacted on 28 March 2024, even
though the law change was not 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 an ORA deposit upon entering the unit and
the refund of this deposit, less deferred management fee, on exit. The Group considers it appropriate to
recognise and measure the tax base and associated deferred tax based on the contractual entitlements over
the ORA periods as this best represents the Groups liabilities to residents as at the reporting date.
2025 2024
$ ‘000 $ ‘000
(d) Deferred income tax related to items charged or credited directly to equity
Decrease in deferred tax assets 242 783
NOTE 8: CASH AND CASH EQUIVALENTS
Cash at bank 28 38
Funds held on behalf of residents 104 80
132 118
Notes to the Consolidated Financial Statements cont’d
FOR THE YEAR ENDED 31 MARCH 2025
PROMISIA HEALTHCARE: ANNUAL REPORT 2025 37

2025 2024
$ ‘000 $ ‘000
NOTE 9: CASH FLOW INFORMATION
(a) Reconciliation of cash flow from operations with profit after income tax
Profit after income tax 6,836 1,635
Adjustments and non-cash items
Depreciation 409 802
Net loss on disposal of property, plant and equipment 85 13
Impairment losses 491 194
Gain on signing new occupancy right agreements (113) (775)
Fair value adjustment to investment property (173) (3,641)
Deferred tax (133) 1,963
Debt reduction income (799) -
Bargain purchase (6,609) -
Loss on discontinued operations 253 -
Vendor loan imputed interest expense 456 -
Changes in operating assets and liabilities
Increase / (decrease) in receivables, prepayments and other assets 520 (1,240)
Decrease in occupancy advances 2,366 8,677
Decrease / (increase) in payables (185) (138)
Cash flows from operating activities 3,404 7,490
NOTE 10: RECEIVABLES
Trade receivables 1,317 1,340
Staff loans - 1
1,317 1,341
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. There was no expected credit loss recognised for the current or prior financial
year, as all receivables are considered recoverable.
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.
Notes to the Consolidated Financial Statements cont’d
FOR THE YEAR ENDED 31 MARCH 2025
38

NOTE 2025 2024
$ ‘000 $ ‘000
NOTE 11: OTHER ASSETS
Prepayments 432 368
Work in progress 36 161
NZX deposit 20 20
488 549
NOTE 12: PROPERTY, PLANT AND EQUIPMENT
Land and buildings at fair value 22,885 21,185
Accumulated depreciation (1,135) (1,135)
21,750 20,050
Plant and equipment at cost 3,266 2,013
Accumulated depreciation (1,253) (744)
2,013 1,269
Total property, plant and equipment 23,763 21,319
(a) Reconciliations
Reconciliation of the carrying amounts of property, plant and equipment
at the beginning and end of the current financial year
Land and buildings at fair value
Opening carrying amount 20,050 16,547
Additions 26 25
Net amount of revaluation increments less decrements 1,674 3,899
Depreciation expense - (421)
Closing carrying amount 21,750 20,050
Plant and equipment at cost
Opening carrying amount 1,269 1,363
Additions 259 300
Disposals (85) (13)
Additions through business combinations 979 -
Depreciation expense (409) (381)
Closing carrying amount 2,013 1,269
Notes to the Consolidated Financial Statements cont’d
FOR THE YEAR ENDED 31 MARCH 2025
PROMISIA HEALTHCARE: ANNUAL REPORT 2025 39

NOTE 12: PROPERTY, PLANT, AND EQUIPMENT (CONTINUED)
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 $15.319m (2024: $15.293m).
The carrying value of freehold land and buildings is the fair value as determined by an independent valuation
report prepared by a registered valuer (CBRE) as at 31 March 2025 using a combination of the capitalisation
of proforma net cash flow profit/EBITDAR; and the direct comparison approach based on value per bed.
The major assumptions used are capitalisation rates of 12.50% to 13.00% (2024: 12.50% to 13.25%) and
average occupancy of 90.70% to 95.30% (2024: 90.00% to 95.60%).
Sensitivity
A 0.5 percent decrease in the capitalisation rate would result in a $0.925m higher fair value measurement
(2024: $0.825m). Conversely, a 0.5 percent increase in the capitalisation rate would result in a $0.850m
lower fair value measurement (2024: $0.750m).
Plant and equipment
Plant and equipment is measured at cost, less accumulated depreciation and any accumulated impairment
losses.
Class of fixed asset Useful lives Depreciation basis
Buildings 2% Diminishing value
Plant and equipment 8-80% Diminishing value
2025 2024
$ ‘000 $ ‘000
NOTE 13: INVESTMENT PROPERTIES
Investment property at fair value
Opening carrying amount 61,012 49,320
Additions 2,026 7,276
Acquisitions from business combinations 92,271 -
Disposals (9,250) -
Investment properties reclassified as held for sale (2,175) -
Gain on signing new occupancy right agreements 113 775
Fair value gain on investment property 173 3,641
Fair value uplift on investment property with corresponding increase
in occupancy right agreements 667 -
Impairment loss (52) -
Closing carrying amount 144,785 61,012
Notes to the Consolidated Financial Statements cont’d
FOR THE YEAR ENDED 31 MARCH 2025
40

NOTE 13: INVESTMENT PROPERTIES (CONTINUED)
Recognition and measurement
Investment properties include retirement villages, development land, and the leased Golden View Lifestyle
Village.
Investment properties are measured at fair value, with changes in fair value recognised in profit or loss in the
period they arise.
The fair value of investment properties has been determined by a combination of independent external
valuations and internal discounted cash flow (DCF) models.
Valuation of Investment Property
The fair value of the Group’s investment properties is determined primarily by independent valuations
performed by CBRE Ltd, a registered valuer. These valuations reflect market conditions as at their respective
valuation dates.
The Golden View Lifestyle Village lease has been internally valued using a discounted cash flow (DCF) model,
applying industry standard valuation assumptions commonly used for similar investment properties.
Investment Property Valuation Basis Valuation Date
Ranfurly Manor Independent Valuation 31 March 2025
Ripponburn Lifestyle Village Independent Valuation 16 October 2024
Golden View Care Independent Valuation 16 October 2024
Golden View Lifestyle Village (lease) Internal DCF Valuation 31 March 2025
For properties last valued on 16 October 2024, management assessed fair value as at 31 March 2025 by
reference to those valuations, noting that the underlying assumptions remain consistent at balance date.
Key valuation 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:
Assumption Range (2025) Range (2024)
Growth Rate 3.17% – 4.65% 2.73% – 3.86%
Target Internal Rate of Return (IRR) 14.00% –20.00% 16.00% – 18.00%
Average Occupancy 75.70% – 96.60% 75.70% – 86.40%
Discounted Cash Flow Period 20 years 20 years
Capitalisation Rates 12.00% – 16.50% 12.00% – 13.50%
Sensitivity
A 0.5 percent decrease in the discount rate would result in a $0.660m higher fair value measurement (2024:
$0.480m). Conversely, a 0.5 percent increase in the discount rate would result in a $0.620m lower fair value
measurement (2024: $0.450m).
Notes to the Consolidated Financial Statements cont’d
FOR THE YEAR ENDED 31 MARCH 2025
PROMISIA HEALTHCARE: ANNUAL REPORT 2025 41

NOTE 13: INVESTMENT PROPERTIES (CONTINUED)
Sensitivity (Continued)
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.
Fair value measurement of Golden View Lifestyle Village Lease
The Group holds a leasehold interest in Golden View Lifestyle Village under a long-term arrangement with
Rivercrest Cromwell Limited, the vendor of the asset and ongoing lessor. In lieu of fixed lease payments, the
Group pays Rivercrest 40% of net proceeds from ORA resales. As the Group bears the risks and rewards
associated with the asset, the arrangement is accounted for as investment property under NZ IAS 40,
applying a substance over form approach.
The fair value of this lease was determined using an internal discounted cash flow (DCF) model,
incorporating:
• Projected future ORA cash flows.
• Market-based discount rates (consistent with industry standard assumptions).
• Terminal capitalisation rate reflecting long term property trends.
Security & Occupation Right Agreements
Residents make interest free advances (occupancy advances) to the retirement villages in exchange for the
right to occupy units under an ORA. These advances are recognised as a liability (refer to Note 18).
A first mortgage security over individual village titles is held by the statutory supervisor to protect resident
interests.
2025 2024
$ ‘000 $ ‘000
A reconciliation summary between the valuation amounts and the amount
recognised on the statement of financial position as investment property is as follows:
Operator’s interest at fair value 36,532 12,708
Unsold stock at fair value 1,255 2,555
Development land at fair value 590 2,687
Occupancy right agreements 75,058 22,012
Care business freehold going concern 31,350 21,050
Total investment property at fair value 144,785 61,012
Notes to the Consolidated Financial Statements cont’d
FOR THE YEAR ENDED 31 MARCH 2025
42

2025 2024
$ ‘000 $ ‘000
NOTE 14: NON-CURRENT ASSETS HELD FOR SALE
Divestment of non-core property assets and impairment
Non-current assets held for sale 1,601 -
During the year ended 31 March 2025, the Group resolved to divest two non-core properties held by its
subsidiary Aldwins Retirement Village Limited: 74–76 Aldwins Road (bare land) and 60 Aldwins Road (land
with residential dwellings). These properties have been classified as non-current assets held for sale. They
are presented separately as non-current assets held for sale in the statement of financial position. The assets
were approved for sale in late 2024 and have been actively marketed since early 2025, with disposal expected
within 12 months.
The properties were remeasured to the lower of their carrying amount and fair value less costs to sell. This
resulted in a combined impairment loss of $574,000. This amount has been included within impairment
expenses in the statement of comprehensive income.
A third property, 56 McPhee Street, was approved for sale by the Board during the reporting period. As the
sale of this property was not considered highly probable at balance date, it did not meet the classification
criteria for held for sale and remains recorded as Investment Property. An impairment loss of $51,611 was
recognised during the year. The impairment was determined based on management’s estimate of the
recoverable amount, taking into account market conditions and indicative sale interest for the property. This
is also included within impairment expenses in the statement of comprehensive income.
The fair value was determined based on market conditions and indicative sale interest for the properties.
None of these properties constitute discontinued operations, as they do not represent a separate major line
of business or geographical area.
NOTE 15: FAIR VALUE MEASUREMENT
(a) Fair Value Hierarchy
The Group classifies assets and liabilities measured at fair value in accordance with NZ IFRS 13 – Fair Value
Measurement into the following three levels of the fair value hierarchy:
• Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities.
• Level 2: Inputs other than quoted prices that are observable for the asset or liability.
• Level 3: Inputs that are not based on observable market data and require significant management judgment.
Notes to the Consolidated Financial Statements cont’d
FOR THE YEAR ENDED 31 MARCH 2025
PROMISIA HEALTHCARE: ANNUAL REPORT 2025 43

NOTE 15: FAIR VALUE MEASUREMENT (CONTINUED)
(a) Fair Value Hierarchy (continued)
The following table provides the classification of those assets measured at fair value on a recurring basis:

LEVEL 1 LEVEL 2 LEVEL 3 TOTAL
2025 $ ‘000 $ ‘000 $ ‘000 $ ‘000
Recurring fair value measurements
Non-financial assets
Land and buildings at fair value - - 21,750 21,750
Investment property - - 144,785 144,785
Total recurring non-financial assets - - 166,535 166,535
Non-recurring fair value measurements
Non-current asset held for sale - 1,601 - 1,601
Total non-recurring non-financial assets - 1,601 - 1,601
LEVEL 1 LEVEL 2 LEVEL 3 TOTAL
2024 $ ‘000 $ ‘000 $ ‘000 $ ‘000
Recurring fair value measurements
Non-financial assets
Land and buildings at fair value - - 20,050 20,050
Investment property - - 61,012 61,012
Total recurring non-financial assets - - 81,062 81,062
(b) Basis of Valuation for non-financial assets fair value measurements
Investment properties and revalued land and buildings are measured at fair value at each reporting date
in accordance with NZ IAS 16, NZ IAS 40, NZ IFRS 5, and NZ IFRS 13. These valuations are based either on
independent external appraisals or internally developed discounted cash flow (DCF) models using inputs not
observable in the market. As such, they are classified within Level 3 of the fair value hierarchy.
Key valuation assumptions and methodology are disclosed in Note 13.
Held for sale assets are measured at lower of carrying amounts and fair value less cost of sale which is based
on market conditions and indicative sale interest for the properties (refer to Note 14).
Notes to the Consolidated Financial Statements cont’d
FOR THE YEAR ENDED 31 MARCH 2025
44

NOTE 15: FAIR VALUE MEASUREMENT (CONTINUED)
(c) Level 3 non-recurring financial fair value measurements
As part of the Golden View acquisition (refer Note 28), the Group issued:
• A vendor loan with a nominal value of $13.350m
• Convertible notes with a nominal value of $6.000m
Both instruments were initially recognised at fair value at acquisition date, in accordance with NZ IFRS 3,
for the purpose of calculating the purchase consideration. These initial fair values were determined using a
discounted cash flow model under NZ IFRS 13.
Subsequent to acquisition, both the vendor loan and the convertible notes are measured at amortised
cost under NZ IFRS 9. The difference between each instrument’s nominal value and its initial fair value is
recognised as imputed interest expense over the term of the instrument.
NOTE 2025 2024
$ ‘000 $ ‘000
NOTE 16: PAYABLES
Trade payables 1,842 1,497
Employee entitlements 2,223 1,743
Accommodation rebate payable 208 344
Related party payables 26 - 175
4,273 3,759
Employee entitlements include provision in relation to terminated employees,
of which a process is underway to contact these individuals for payment.
NOTE 17: REVENUE RECEIVED IN ADVANCE
Revenue received in advance 4,056 2,288
Movements in revenue received in advance
Opening balance 2,288 1,472
Amounts recognised (1,277) (1,048)
Transferred out due to discontinued operation (61) -
Amounts received during the year 18 3,106 1,864
Closing balance 4,056 2,288
Notes to the Consolidated Financial Statements cont’d
FOR THE YEAR ENDED 31 MARCH 2025
PROMISIA HEALTHCARE: ANNUAL REPORT 2025 45

NOTE 17: REVENUE RECEIVED IN ADVANCE (CONTINUED)
Revenue received in advance represents the contractual deferred management fees received not yet released
to the profit or loss on the accounting basis of estimated expected occupancy periods of between 4.0 and 8.1
years (2024: 3.7 and 7.0 years).
2025 2024
$ ‘000 $ ‘000
NOTE 18: OCCUPANCY RIGHT AGREEMENTS
Opening 22,012 15,459
Received on issue of new ORAs 8,370 10,215
Acquired upon business combinations 54,529 -
Increase due to fair value uplift of investment properties 667 -
Transferred out due to discontinued operations (3,000) -
Repaid on termination of ORAs (4,414) (1,798)
Deferred management fees (per contract) (3,106) (1,864)
75,058 22,012
Occupancy right 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 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
owing to the Group, whereby a new ORA for the unit or services apartment may then be issued to an
incoming resident.
NOTE 19: BORROWINGS
Current
BNZ loans 1,017 17,360
Other loan 1,595 6,613
2,612 23,973
Non-current
BNZ loans 31,070 1,182
Other loans 8,540 4,000
39,610 5,182
42,222 29,155
Notes to the Consolidated Financial Statements cont’d
FOR THE YEAR ENDED 31 MARCH 2025
46

NOTE 19: BORROWINGS (CONTINUED)
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, security over the Group’s care
centre freehold land and buildings, and rank second behind the statutory supervisors when the land and
buildings are classified as investment properties. BNZ loans consist of the following facilities:

MATURITY DATE INTEREST RATE FACILITY DRAWN UNDRAWN
$ ‘000 $ ‘000 $ ‘000
As at 31 March 2025
30 October 2025 2.29% 417 417 -
9 March 2026 7.06% 700 600 100
14 August 2026 6.91% 7,500 7,500 -
14 August 2026 6.66% 1,170 1,170 -
20 August 2026 7.59% 11,900 11,900 -
30 March 2027 6.66% 7,500 7,500 -
14 January 2028 6.80% 3,000 3,000 -
32,187 32,087 100
MATURITY DATE INTEREST RATE FACILITY DRAWN UNDRAWN
$ ‘000 $ ‘000 $ ‘000
As at 31 March 2024
18 October 2024 9.77% 9,500 9,135 365
31 March 2025 9.25% 7,500 7,500 -
30 October 2025 2.29% 1,207 1,207 -
9 March 2026 9.17% 700 700 -
18,907 18,542 365
As of 31 March 2025, the Group classified its secured Bank of New Zealand facilities of $31.070m (2024:
$1.182m) as non-current liabilities. This borrowing is subject to financial covenants under the Group’s
financing arrangements with Bank of New Zealand, which are tested and reported quarterly. The covenants
require the Group to maintain a Loan to Value Ratio and a minimum amount of EBITDA (earnings before
interest, tax expense, depreciation and amortisation of intangibles) less vendor loan payments. The Group
complied with all covenant requirements during the reporting period and as of 31 March 2025. Based on
management’s forecast and assessment, continued compliance is expected for at least the next 12 months,
and there is no material risk that the non-current borrowings will become repayable within that period.
Notes to the Consolidated Financial Statements cont’d
FOR THE YEAR ENDED 31 MARCH 2025
PROMISIA HEALTHCARE: ANNUAL REPORT 2025 47

NOTE 19: BORROWINGS (CONTINUED)
BNZ Loans (Continued)
There is an all obligations unlimited interlocking company guarantee between the following entities in the
Group; Promisia Healthcare Limited, Aged Care Holdings Limited, Ranfurly Manor Limited, Nelson Street
Resthome Limited, Aldwins House Limited and Aldwins Retirement Village Limited, Golden View Care
Limited and Thyme Care Limited.
During prior 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.
Other Loans consists of:
Insurance premium funding
The Group entered into a short-term funding arrangement with Hunter Premium Funding for the payment of
insurance premiums. Under this arrangement, Hunter Premium Funding paid the insurance provider directly,
and the Group repays Hunter Premium Funding in monthly instalments over the policy term.
The arrangement is classified as a borrowing rather than a trade payable and is presented as part of other
loans on the statement of financial position. It is not part of a broader supplier finance or reverse factoring
programme. The arrangement does not materially impact the Group’s working capital position.
The carrying amount of liabilities under supplier finance arrangement is $0.135m, of which the supplier has
received $0.135m from the finance provider.
All liabilities under this arrangement are current.
Vendor Loan – Rivercrest Cromwell Limited
As part of the Golden View Lifestyle Village acquisition (refer to Note 28), the Group entered into a vendor
loan agreement with Rivercrest Cromwell Limited with a nominal value of $13.350m.
The loan is interest-free and repayable in August 2028. It is structured as follows:
• A non-refundable deposit of $8.64m, payable in 48 equal monthly instalments of $180,000, commencing
August 2024.
• A final payment of $4.710m due in August 2028.
Initial recognition
The vendor loan was initially recognised at fair value at acquisition date to determine the purchase
consideration. The fair value was determined using a discounted cash flow model under NZ IFRS 13,
reflecting the time value of money.
Notes to the Consolidated Financial Statements cont’d
FOR THE YEAR ENDED 31 MARCH 2025
48

NOTE 19: BORROWINGS (CONTINUED)
Vendor Loan – Rivercrest Cromwell Limited (Continued)
Subsequent measurement
Following acquisition, the loan is measured at amortised cost. The difference between its fair value and
nominal amount is recognised as imputed interest expense over the loan term. No further fair value
adjustments are made post-acquisition.
Carrying value reconciliation at 31 March 2025:

2025 2024 2025 2024
NOMINAL NOMINAL NOMINAL NOMINAL
VALUE VALUE VALUE VALUE
$ ‘000 $ ‘000 $ ‘000 $ ‘000

Vendor loan – current portion 2,160 - 1,460 -
Vendor loan – non-current portion 9,750 - 8,540 -
Total 11,910 - 10,000 -
The carrying value reflects the amortised cost of the loan at balance date.
Senior Trust Retirement Village Income Generator Limited
A term loan of $6.5m was held with Senior Trust Retirement Village Income Generator Limited which held
second mortgage security over the aged care facilities. The loan was interest only with a fixed interest rate of
10.75% (2024: 10.75% p.a.). The loan was repaid in full during the year.
Teltower Limited
The loan was refinanced during the year. The loan of $4.0m was held with Teltower Limited and had an
interest rate of 6.00% p.a. (2024: 6.00% p.a). Principal repayments were effective from 1 April 2024 at
$20,000 per month, with full repayment of the residual balance on 1 April 2027. The loan was secured by the
properties at 56 McPhee Street, Dannevirke and 62 Aldwins Road, Phillipstown.
In January 2025, the Teltower Limited Loan was reduced from $3.82 million to $3.00 million following an
agreed early settlement. This resulted in a $0.82 million reduction in principal. After deducting associated
transaction costs, the Group recognised $0.799 million of debt reduction income in profit or loss. The
remaining $3.0 million balance was refinanced with a new loan from BNZ.
Notes to the Consolidated Financial Statements cont’d
FOR THE YEAR ENDED 31 MARCH 2025
PROMISIA HEALTHCARE: ANNUAL REPORT 2025 49

NOTE 20: CONVERTIBLE NOTES
As part of the Golden View acquisition (refer to Note 28), the Group issued 6.0m unquoted convertible notes
to Rivercrest Cromwell Limited, the vendor of the Golden View Lifestyle Village. The convertible notes were
issued as part of the deferred consideration under the Sale and Purchase Agreement.
Key Terms of the Convertible Notes
• The notes are interest-free and mature on 28 August 2028.
• The notes may be converted into ordinary shares at the discretion of the noteholder prior to maturity.
• The initial conversion price was $0.001 per share, adjusted to $0.50 per share following the 500:1 share
consolidation.
• Any notes not converted will be redeemed at face value in cash at maturity.
• Shares issued upon conversion will rank equally with all other ordinary shares in Promisia Healthcare
Limited.
Convertible notes on issue:
NUMBER ON NOMINAL
ISSUE VALUE
000’s $ ‘000
Tranche 1 2,500 2,500
Tranche 2 3,500 3,500
Total 6,000 6,000
Conversion terms:
Terms Exercise period Maturity Date
Tranche 1 Any time before the one-year
anniversary date of the Grant Date 28 August 2025
Tranche 2 Any time before the four-year
anniversary of the Grant Date 28 August 2028
Recognition and Measurement
The convertible notes are compound financial instruments, as they can be converted by the holder at any
time until maturity to a fixed number of ordinary shares.
The liability component of compound financial instruments is initially recognised at the fair value of a similar
liability that does not have an equity conversion option. The equity component is initially recognised at
the difference between the fair value of the compound financial instrument as a whole and the fair value of
the liability component. Any directly attributable transaction costs are allocated to the liability and equity
components in proportion to their initial carrying amounts.
Subsequent to initial recognition, the liability component of a compound financial instrument is measured
at amortised cost under the effective interest method. The equity component of a compound financial
instrument is not remeasured.
Notes to the Consolidated Financial Statements cont’d
FOR THE YEAR ENDED 31 MARCH 2025
50

NOTE 20: CONVERTIBLE NOTES (CONTINUED)
Recognition and Measurement (Continued)
Interest related to the financial liability is recognised in profit or loss. On conversion at maturity, the financial
liability is reclassified to equity and no gain or loss is recognised.
The Group assessed the classification of the convertible notes as current or non-current liabilities. As the
conversion option is equity-classified (fixed-for-fixed), and the Group has no contractual obligation to settle
the liability within 12 months, the entire liability component of the convertible notes is classified as a non-
current liability.
Carrying Value Reconciliation at 31 March 2025:
NOMINAL CARRYING
VALUE VALUE
$ ‘000 $ ‘000
Convertible notes (liability) 6,000 4,465
Value of conversion rights on convertible notes (equity) - 1,535
Total 6,000 6,000
Further details on the initial recognition and acquisition accounting are provided in Note 28.

NOTE 21: SHARE CAPITAL
2025 2024
$ ‘000 $ ‘000
Issued capital (000’s)
52,604 (2024: 21,475,642) Ordinary shares (a) 82,056 77,467

2025 2024
NUMBER NUMBER
‘000 $ ‘000 ‘000 $ ‘000
(a) Ordinary shares
The parent entity
Opening balance 21,475,642 77,467 21,434,975 77,426
Capital raise 4,725,000 4,725 - -
Transaction costs relating to capital raise - (225) - -
Share based payments 71,227 89 40,667 41
Total shares issued and paid 4,796,227 4,589 40,667 41
Share consolidation of 500:1 (26,219,265) - - -
At reporting date 52,604 82,056 21,475,642 77,467
Capital raise
In July 2024, the parent entity undertook a capital raise to raise funds to finance the acquisition of Golden
View Lifestyle Village and Ripponburn Home and Hospital. The capital raise consisted of a combination of
placements and a share purchase plan to all existing shareholders at an offer price of $0.001 per share in
Promisia Healthcare Limited, raising a total of $4.725m. For every one share allotted under the capital raise one
Warrant was allotted for no additional consideration.
Notes to the Consolidated Financial Statements cont’d
FOR THE YEAR ENDED 31 MARCH 2025
PROMISIA HEALTHCARE: ANNUAL REPORT 2025 51

NOTE 21: SHARE CAPITAL (CONTINUED)
Capital raise (Continued)
During the year, the Group incurred share issue costs of $0.225m. The cost has been capitalised as part of
the share capital of the Group.
Share based payments
During the year ended 31 March 2025, Promisia Healthcare Limited issued ordinary shares in settlement of
Restricted Share Units (RSUs) granted under the 2023 Senior Executive Restricted Share Plan Rules. These
were satisfied through non-cash consideration for services rendered by senior executives and recognised as
employee benefit expense in profit or loss.
Prior to the 500:1 share consolidation on 26 September 2024, the following RSU conversions occurred at
$0.001 per share:
• On 17 January 2024, 40.667m shares were issued, totalling $0.041m.
• On 9 April 2024, 40.667m shares were issued, totalling $0.041m.
• On 15 August 2024, 30.500m shares were issued, totalling $0.031m.
Subsequent to the share consolidation, on 14 November 2024, a further RSU conversion occurred with
0.060m shares being issued at $0.283 per share, totalling $0.017m.
Share consolidation
During the period the board resolved to consolidate Promisia Healthcare Limited’s shares and warrants on 26
September 2024. Under the consolidation every 500 shares became 1 share.
Rights of each type of share
Ordinary shares participate in dividends and the proceeds on winding up of the parent entity in proportion to
the number of shares held.
At shareholders meetings each ordinary share is entitled to one vote when a poll is called, otherwise each
shareholder has one vote on a show of hands.
Capital management
The Group’s capital includes share capital, reserves and retained earnings. The objective of the Group’s
capital management is to ensure a strong credit rating to support business growth and maximise shareholder
value. The Group’s capital is managed at parent company level. The Group is subject to capital requirements
imposed by its lenders through covenants agreed as part of the lending facility arrangements. The Group
has met all externally imposed capital requirements for the year ending 31 March 2025 (2024: The Group
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 19)).
Notes to the Consolidated Financial Statements cont’d
FOR THE YEAR ENDED 31 MARCH 2025
52

2024
2025 (Re-presented)*
$ ‘000 $ ‘000
NOTE 22: EARNINGS PER SHARE
Reconciliation of earnings used in calculating earnings per unit
Profit from continuing operations 6,574 987
Profit from discontinued operations 262 648
Total profit attributable to ordinary shareholders 6,836 1,635
Cents per share
Basic earnings per share
Basic earnings per share from continuing operations 13.4145 2.3044
Basic earnings per share from discontinued operations 0.5346 1.5129
Basic earnings per share from total comprehensive income 13.9491 3.8173
Diluted earnings per share
Diluted earnings per share from continuing operations 11.7235 2.3044
Diluted earnings per share from discontinued operations 0.4672 1.5129
Diluted earnings per share from total comprehensive income 12.1908 3.8173
Weighted average number of ordinary shares on issue for EPS
Basic 49,007 42,830
Effect of conversion of convertible notes 7,068 -
Diluted 56,075 42,830
The calculation of basic earnings per share is based on the gain/(loss) from continuing/discontinued
operations attributable to ordinary shareholders and the weighted average of total ordinary shares on issue
during the period. The calculation of diluted earnings per share has been based on the profit attributable to
ordinary shareholders and weighted-average number of ordinary shares outstanding after adjustment for the
effects of all dilutive potential ordinary shares.
At 31 March 2025, all warrants were excluded from the diluted weighted average number of ordinary shares
calculation because their effect would have been anti-dilutive. The average market value of the Group’s
shares for the purpose of calculating the dilutive effect of warrants was based on quoted market prices for the
period during which the warrants were outstanding.
*Comparative information has been re-presented due to a discontinued operation and the earnings per share
has been restated due to a share consolidation of 500 to 1.
Notes to the Consolidated Financial Statements cont’d
FOR THE YEAR ENDED 31 MARCH 2025
PROMISIA HEALTHCARE: ANNUAL REPORT 2025 53

NOTE 2025 2024
$ ‘000 $ ‘000
NOTE 23: RESERVES
Asset revaluation reserve (a) 5,215 3,783
Pooling of interest reserve (b) (717) (717)
4,498 3,066
(a) Asset revaluation reserve
Movements in reserve
Opening balance 3,783 667
Revaluation of property, plant and equipment, net of tax 1,432 3,116
Closing balance 5,215 3,783
This reserve records the cumulative net changes in the fair value of freehold land and buildings that are
measured using the revaluation model in accordance with NZ IAS 16. Revaluation gains are recognised in
other comprehensive income and accumulated in this reserve, unless they reverse a revaluation decrease
previously recognised in profit or loss.
(b) Pooling of interest reserve
Movements in reserve
Opening balance (717) (717)
Closing balance (717) (717)
This reserve arose on acquisition of aged care facilities from a related party in 2020. The transaction was
accounted for using the pooling of interest method, under which the acquired assets and liabilities were
recorded at their historical carrying values. The reserve reflects the accounting treatment required for this
type of common control transaction.
Notes to the Consolidated Financial Statements cont’d
FOR THE YEAR ENDED 31 MARCH 2025
54

NOTE 24: WARRANTS
NUMBER
NUMBER ON CONVERTED
ISSUE TO ORDINARY
000’s SHARES
Opening balance at 1 April 2024 - -
5 August 2024 allotment 4,000,000 -
30 August 2024 allotment 725,000 -
26 September 2024 allotment 9,450,000 -
27 September 2024 consolidation 500:1 (14,146,650) -
Closing balance at 31 March 2025 28,350 -
Warrants were issued during the year ended 31 March 2025 (31 March 2024: nil).
In July 2024, the Group undertook a capital raise to raise funds to finance the acquisition of Golden View
Lifestyle Village and Ripponburn Home and Hospital. The capital raise consisted of a combination of
placements and a share purchase plan to all existing shareholders at an offer price of $0.001 per share in
Promisia, raising a total of $4.725m. For every one share allotted under the capital raise one warrant was
allotted for no additional consideration.
The warrants are classified as equity instruments, as they meet the “fixed-for-fixed” criterion (fixed number
of shares for a fixed price). As such, they were recorded in equity at fair value on initial recognition with no
subsequent re-measurement. The fair value of the warrants was assessed as immaterial, given that the
exercise price aligned with the share price, resulting in limited intrinsic value at issuance.
Warrant consolidation
During the year the Board resolved to consolidate Promisia Healthcare Limited’s shares and warrants on 26
September 2024. Under the consolidation every 500 warrants became 1 warrant.
Exercise of warrants
The warrants are transferable, with each warrant giving the warrant holder the right, but not the obligation, to
subscribe for one additional share at any time before the expiry date of 24 March 2027 for an exercise price of
$0.50 post consolidation ($0.001 pre consolidation).
Dilutive impact on net tangible assets
As at 31 March 2025, the Group’s net tangible assets per share were $0.792. If all 28.35 million outstanding
warrants are exercised at the strike price of $0.50 per share, the Group would receive approximately
$14.2 million of new capital. The dilution impact of this would result in a net tangible assets per share
of approximately $0.689. This illustrates the potential positive impact of warrant conversion while still
maintaining a diluted NTA per share above the warrant strike price.
Notes to the Consolidated Financial Statements cont’d
FOR THE YEAR ENDED 31 MARCH 2025
PROMISIA HEALTHCARE: ANNUAL REPORT 2025 55

NOTE 25: INTERESTS IN SUBSIDIARIES
SUBSIDIARIES OF PROMISIA HEALTHCARE LIMITED: PRINCIPAL ACTIVITIES 2025 2024
% %
Thyme Care Limited Rest home operation 100 -
Thyme Care Properties Limited Village ownership 100 -
Ranfurly Manor Limited Rest home operation 100 100
Ranfurly Manor No:1 Limited Village ownership 100 100
Nelson Street Rest Home Limited Rest home operation 100 100
Golden View Care Limited Rest home operation 100 -
Aldwins House Limited Rest home operation 100 100
Aldwins Retirement Village Limited Investment property 100 100
EMAC Holdings Limited Investment property 100 100
Aged Care Holdings Limited Holding Company 100 100
Promisia Limited Active Company 100 100
Benefit Arthritis Limited Inactive 100 100
Promisia Trustee Limited Trustee 100 100
Promisia (USA) LLC Inactive 100 100
Eileen Mary Age Care Property
(renamed EMAC 2 Limited on 13 May 2025) Village ownership 100 100
Eileen Mary Age Care Limited
(renamed EMAC 1 Limited on 13 May 2025) Rest home operation 100 100
Golden View Care Limited was incorporated on 22 April 2024.
On 29 August 2024 the Group acquired Thyme Care Properties Limited and Thyme Care 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.
Notes to the Consolidated Financial Statements cont’d
FOR THE YEAR ENDED 31 MARCH 2025
56

NOTE 26: RELATED PARTY TRANSACTIONS
Related Party Relationship
Brankin Family Interest Trust Related to a shareholder and a Director of the Group
Renouf Corporation Limited Related by common directors in 2023, ceased in 2024
Design Care Group Limited Related by common directors
Colspec Construction Limited An associated person holds 5% of the shares in the Group
Crafted Solutions Limited Related 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 30).
(a) Transactions with related parties
2025 2024
$ ‘000 $ ‘000
Directors fees 187 161
Consultancy fees paid to Crafted Solutions Limited 124 -
Consultancy fees paid to Design Care Group limited 296 120
Payment for refurbishment of internal unit to Colspec Construction Ltd - 184
Payment for repairs and maintenance to Colspec Construction Ltd - 43
607 508
Tony Mortensen was initially appointed to the Board as an Independent Director. On 6 November 2024, Tony
was employed by Asset Management Limited, a substantial shareholder in Promisia Healthcare Limited. As
such, the Board considered Tony to be a non-independent director from 6 November 2024.
2025 2024
(RE-PRESENTED)
$ ‘000 $ ‘000
NOTE 27: KEY MANAGEMENT PERSONNEL COMPENSATION
Key management personnel of the Group are the directors and executives.
Compensation received by key management personnel of the Group
– short-term employee benefits 669 691
– equity-settled share based payments 48 41
717 732
Notes to the Consolidated Financial Statements cont’d
FOR THE YEAR ENDED 31 MARCH 2025
PROMISIA HEALTHCARE: ANNUAL REPORT 2025 57

NOTE 28: BUSINESS COMBINATIONS
A business combination is a transaction or other event in which an acquirer obtains control of one or more
businesses and results in the consolidation of the assets and liabilities acquired. Business combinations are
accounted for by applying the acquisition method.
The consideration transferred is the sum of the acquisition date fair values of the assets transferred,
equity instruments issued or liabilities incurred by the acquirer to former owners of the acquiree. Deferred
consideration payable is measured at its acquisition date fair value. Contingent consideration to be
transferred by the acquirer is recognised at the acquisition date fair value. At each reporting date subsequent
to the acquisition, contingent consideration payable is measured at its fair value with any changes in the fair
value recognised in profit or loss unless the contingent consideration is classified as equity, in which case the
contingent consideration is measured at its acquisition date fair value.
If the net fair value of the acquirer’s interest in the identifiable assets acquired and liabilities assumed is
greater than the aggregate of the consideration transferred, the amount of any non-controlling interest, and
the acquisition date fair value of the acquirer’s previously held equity interest, the difference is immediately
recognised as a gain in profit or loss.
Acquisition related costs are expensed as incurred.
Acquisition of Golden View Lifestyle Village and Golden View Care
On 28 August 2024, the Group acquired the assets and assumed the liabilities of Golden View Lifestyle
Village and Golden View Care, comprising a leasehold interest in the village and a freehold interest in the care
facility.
This acquisition aligns with the Group’s strategy to expand its aged-care and retirement village operations by
increasing its footprint in the Central Otago region.
The transaction involved:
• A leasehold interest in Golden View Lifestyle Village, classified as investment property
• A freehold interest in Golden View Care, classified as investment property
• Deferred consideration totalling $19.35m, comprising:
– A $13.35m vendor loan (interest-free, repayable August 2028).
– A $6.00m convertible note (convertible into ordinary shares or redeemable in August 2028).
The leasehold interest is held under a long-term arrangement with Rivercrest Cromwell Limited, the vendor
of the assets and ongoing lessor. In lieu of fixed lease payments, the Group pays Rivercrest 40% of net
proceeds from ORA resales. As the Group bears the risks and rewards associated with the asset, the lease is
accounted for as investment property.
Legal ownership of the village is expected to transfer on August 2028, upon full repayment of the vendor loan
and completion of either the conversion or redemption of the convertible notes.
Notes to the Consolidated Financial Statements cont’d
FOR THE YEAR ENDED 31 MARCH 2025
58

NOTE 28: BUSINESS COMBINATIONS (CONTINUED)
Acquisition of Golden View Lifestyle Village and Golden View Care (continued)
Purchase Consideration
The nominal purchase consideration agreed for the acquisition was $29.35m, comprising:

NOMINAL FAIR VALUE AT
NOTE VALUE ACQUISITION
$ ‘000 $ ‘000
Cash consideration paid 10,000 10,000
Vendor loan 19 13,350 10,984
Convertible notes 20 6,000 6,000
Total purchase consideration 29,350 26,984
The vendor loan and convertible notes were initially recognised at fair value at acquisition date to determine
purchase consideration.
The vendor loan is measured at amortised cost, with the difference between fair value and nominal value
recognised as imputed interest expense over the loan term (refer to Note 19).
The convertible notes were recognised as a compound financial instrument, with $4.465m recognised in
liabilities and $1.535m recognised in equity as “Value of conversion rights on convertible notes” (refer to Note
20). The liability component is measured at amortised cost under NZ IFRS 9, with the difference between its
initial fair value and nominal value recognised as imputed interest expense over the life of the instrument.
Fair value of net assets acquired
Assets and liabilities as a result of the business combination were:
RECOGNISED ON
ACQUISITION AT
FAIR VALUE
$ ‘000
Assets and liabilities held at acquisition date:
– Investment property – Golden View Lifestyle Village (Leasehold) 61,294
– Investment properties – Golden View Care (Freehold) 20,527
– Property, plant and equipment 825
– Occupation right agreements (49,370)
Net identifiable assets acquired 33,276
Notes to the Consolidated Financial Statements cont’d
FOR THE YEAR ENDED 31 MARCH 2025
PROMISIA HEALTHCARE: ANNUAL REPORT 2025 59

NOTE 28: BUSINESS COMBINATIONS (CONTINUED)
Acquisition of Golden View Lifestyle Village and Golden View Care (continued)
Bargain purchase gain
As the fair value of net assets acquired exceeded the total purchase consideration, the Group has recognised a
bargain purchase gain.
AMOUNT
$ ‘000
Total fair value of consideration transferred (26,984)
Acquisition related costs (868)
Total fair value purchase consideration (27,852)
Less: fair value of net assets acquired 33,276
Bargain purchase gain 5,424
Impact on financial statements
• A bargain purchase gain has been recognised in profit or loss.
• The convertible note equity component was recognised in equity as a convertible notes reserve and forms
part of equity until conversion or expiry.
• The vendor loan and the liability component of the convertible notes are both carried at amortised cost,
with the difference between initial fair value and nominal value recognised as imputed interest expense
over time.
Contribution since acquisition
Since acquisition date, Golden View Care and Golden View Lifestyle Village have contributed revenue of
$1.561m and operating loss before tax of $0.255m to the consolidated results for the year ended 31 March 2025.
Had the acquisition occurred on 1 April 2024, the Group estimates that these entities would have contributed
revenue of $6.109m and operating profit before tax of $0.215m to the consolidated results for the year ended
31 March 2025.
Notes to the Consolidated Financial Statements cont’d
FOR THE YEAR ENDED 31 MARCH 2025
60

NOTE 28: BUSINESS COMBINATIONS (CONTINUED)
Acquisition of Ripponburn Home and Hospital
On 28 August 2024, the Group acquired 100% of the share capital of Thyme Care Limited, trading as
Ripponburn Home and Hospital, together trading as Ripponburn Home and Hospital, a provider of aged
residential care in Cromwell. The acquisition included 46 care beds (including a specialist dementia unit) and
16 independent villas.
This acquisition aligns with the Group’s strategy to expand its aged care network and deepen its presence in
the Central Otago region, complementing the adjacent Golden View facilities.
Purchase consideration:
The nominal purchase consideration agreed for the acquisition was $4.00m, comprising:
$ ‘000
Cash paid 3,947
Total consideration 3,947
Fair value of net assets acquired
Assets and liabilities acquired as a result of the business combination were:
RECOGNISED ON
ACQUISITION AT
FAIR VALUE
$ ‘000
Assets and liabilities held at acquisition date:
– Cash & cash equivalents 42
– Accounts receivable 299
– Property, plant and equipment 154
– Investment properties 10,450
– Deferred tax liability (4)
– Accounts payable (178)
– Provisions (221)
– Occupation right agreements (5,159)
– Deferred management fee (251)
Net identifiable assets acquired 5,132
Notes to the Consolidated Financial Statements cont’d
FOR THE YEAR ENDED 31 MARCH 2025
PROMISIA HEALTHCARE: ANNUAL REPORT 2025 61

NOTE 28: BUSINESS COMBINATIONS (CONTINUED)
Acquisition of Ripponburn Home and Hospital (continued)
Bargain Purchase Gain
As the fair value of net assets acquired exceeded the total consideration transferred, the Group has
recognised a bargain purchase.
AMOUNT
$ ‘000
Total consideration transferred (3,947)
Less: fair value of net assets acquired 5,132
Bargain purchase gain 1,185
Contribution since acquisition
Since acquisition date, Thyme Care Limited and Thyme Care Properties Limited have contributed revenue
of $0.177m and operating loss before tax of $0.394m to the consolidated results for the year ended 31
March 2025.
Had the acquisition occurred on 1 April 2024, the Group estimates that Ripponburn would have contributed
revenue of $4.169m and operating profit before tax of $0.561m to the consolidated results for the year ended
31 March 2025.
Total bargain purchase on business acquisitions
AMOUNT
$ ‘000
Bargain purchase gain on acquisition of Golden View Lifestyle Village and Golden View Care 5,424
Bargain purchase gain on acquisition of Ripponburn Home and Hospital 1,185
Total bargain purchase gain 6,609
NOTE 29: DISCONTINUED OPERATION
A discontinued operation is a component of the Group that has been disposed of in the current, or prior,
reporting period or is classified as held for sale at the reporting date, and that represents a separate major
line of business or geographical area of operations, is part of a single co-ordinated plan to dispose of such a
line of business or area of operations, or is a subsidiary acquired exclusively with a view to resale. The results
of discontinued operations are disclosed separately in the consolidated statement of comprehensive income.
On 13 September 2024, Promisia Healthcare Limited entered into a conditional sales and purchase
agreement to sell its Eileen Mary care facility and village in Dannevirke, for a purchase price of $6.100m.
The sale and purchase agreement was conditional on regulatory approval and consent to transfer a material
contract. The sale and purchase was completed on 12 November 2024. Eileen Mary care facility and village
has been classified as a discontinued operation in these financial statements.
Notes to the Consolidated Financial Statements cont’d
FOR THE YEAR ENDED 31 MARCH 2025
62

NOTE 29: DISCONTINUED OPERATIONS (CONTINUED)
The Eileen Mary care facility and village was not previously classified as held-for-sale or as a discontinued
operation. The comparative consolidated statement of comprehensive income has been represented to show
the discontinued operation separately from continuing operations.
The results of the discontinued operation for the period are:
2025 2024
$ ‘000 $ ‘000
(a) Financial performance information
Revenue 2,701 3,776
Expenses 2,041 3,120
Results from operating activities 660 656
Income tax expense on operating expenses 216 8
Results from operating activities, net of tax 444 648
Loss on sale of discontinued operation before income tax (253) -
Income tax benefits on loss on sale of discontinued operation (71) -
Loss on sale of discontinued operation after income tax (182) -
Profit from discontinued operations 262 648
(b) Cash flow information
Net cash provided by operating activities 314 517
Net cash provided by / (used in) investing activities 5,660 (947)
Net cash provided used in financing activities (5,983) (110)
Net cash flow (9) (540)
AMOUNT
$ ‘000
(c) Details of sale consideration
Cash received 5,660
Total disposal consideration 5,660
Carrying amount of net assets sold 5,810
Capitalised acquisition costs (103)
Loss on sale (253)
The carrying amounts of assets and liabilities as at
the date of sale (12 November 2024) were:
Investment property 9,250
Total assets 9,250
Employee leave provision (269)
Occupation rights agreements (3,171)
Total liabilities (3,440)
Net Assets 5,810
Notes to the Consolidated Financial Statements cont’d
FOR THE YEAR ENDED 31 MARCH 2025
PROMISIA HEALTHCARE: ANNUAL REPORT 2025 63

NOTE 30: CAPITAL AND LEASING COMMITMENTS
The Group has a fixed price agreement for the development of ten premium care suites which consists of
eight 1-bedroom and two 2-bedroom apartments,which were completed at a fixed price of $1.900m to be
paid from ORA sale proceeds from the individual units. The commitment as at 31 March 2025 is $0.760m (31
March 2024: $2.200m).
As at 31 March 2025, all premium apartment units had been completed. Six of the premium apartments have
been sold, with the four remaining sold post period end.
2025 2024
$ ‘000 $ ‘000
(a) Lease commitments
Non-cancelable operating leases contracted for but not capitalised in the
financial statements:
Payable
– not later than one year 21 42
– later than one year and not later than five years 38 14
59 56
NOTE 31: CONTINGENT LIABILITIES
There are no contingent liabilities at reporting date (2024: nil).
NOTE 32: EVENTS SUBSEQUENT TO REPORTING DATE
There has been no matters or circumstances, which have arisen since 31 March 2025 that has significantly
affected or may significantly affect:
(a) the operations, in financial years subsequent to 31 March 2025, of the Group, or
(b) the results of those operations, or
(c) the state of affairs, in financial years subsequent to 31 March 2025, of the Group.
Notes to the Consolidated Financial Statements cont’d
FOR THE YEAR ENDED 31 MARCH 2025
64

Independent Auditor’s Report
TO THE MEMBERS OF PROMISIA HEALTHCARE LIMITED





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


Independent auditor’s report to the shareholders of Promisia
Healthcare Limited
Report on the audit of the consolidated financial statements
Our opinion on the consolidated financial statements
In our opinion, the accompanying consolidated financial statements of Promisia Healthcare Limited (the
Company) and its subsidiaries (the Group), present fairly, in all material respects:
— the consolidated financial position of the Group as at 31 March 2025, and
— its consolidated financial performance and its consolidated cash flows for the year then ended
in accordance with New Zealand equivalents to International Financial Reporting Standards (NZ IFRS)
and International Financial Reporting Standards (IFRS).
What was audited?
We have audited the consolidated financial statements of the Group, which comprise:
— the consolidated statement of financial position as at 31 March 2025,
— the consolidated statement of comprehensive income for the year then ended,
— the consolidated statement of changes in equity for the year then ended,
— the consolidated statement of cash flows for the year then ended, and
— notes to the consolidated financial statements, including material accounting policy information.
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 we have fulfilled our other ethical
responsibilities in accordance with these requirements. 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, the Company or any of its
subsidiaries.


PROMISIA HEALTHCARE: ANNUAL REPORT 2025 65

Page | 2
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.

Area of focus How our audit addressed it
Investment Property
(Refer also to Note 13)

The Group owns significant Investment Property
which has been recorded at fair value at 31 March
2025 of $ 144.8m. The net revaluation gain
recognised in the consolidated statement of
comprehensive income is $0.2m.
The valuation of the Group’s retirement village
portfolio is inherently subjective and is based on
unobservable inputs. Property valuations were
performed by an independent third party and
registered valuer, CBRE Limited, as well as
management using a discounted cash flow (DCF)
model, applying industry-standard valuation
assumptions. The independent valuer is
reputable, with extensive experience in the sector
in which the Group operates. Management’s DCF
model applied the same assumptions as the
independent valuer.
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 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 examined the disclosures made in the notes in
accordance with the requirements of NZ IAS 40
and NZ IFRS 13.

Area of focus How our audit addressed it
Property, Plant and Equipment – Land and
Buildings at fair value
(Refer also to Note 12)

The Group owns significant Land and Building
which is recorded at fair value at the date of
revaluation less any subsequent accumulated
depreciation and impairment losses. The net book
value of the Land and Buildings as reflected in
note 12 is $21.8m. The revaluation gain
recognised in the consolidated statement of
comprehensive income is $1.4m.
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 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 examined the disclosures made in the notes in
accordance with the requirements of NZ IAS 16
and NZ IFRS 13.
66

Page | 3

Area of focus How our audit addressed it
Business Combinations
(Refer also to Note 28)

On 28 August 2024, the Group acquired the
assets and assumed the liabilities of Golden View
Lifestyle Village and Golden View Care,
comprising a leasehold interest in the village and
a freehold interest in the care facility.
Total fair value purchase consideration was
$27.9m.
On the same date, the Group acquired 100% of
the share capital of Thyme Care Limited, trading
as Ripponburn Home and Hospital, together
trading as Ripponburn Home and Hospital
Total purchase consideration was $3.9m.

The business combinations are accounted for
according to NZ IFRS 3. The assets, liabilities and
contingent liabilities acquired were stated at their
fair values. This results in net assets measured at
fair value on acquisition of $33.3m for Golden
View and $5.1m for Ripponburn.

The purchase price allocations performed and
calculation of fair value of deferred consideration
require the group to make discretionary decisions,
estimates and assumptions. Changes in these
assumptions may have a material impact on the
fair values. Due to the matter described, we
considered the business combination and in
particular the determination of fair values of
assets and liabilities acquired to be a key audit
matter.

Our audit procedures included:
• We verified, based on the sale and purchase
agreements as well as the criteria defined in NZ
IFRS 10, the assessment made by the Group with
regard to the control taken over the respective
entities and net assets
• We assessed the methodical approach in
identifying the assets acquired and liabilities
assumed at the acquisition date
• We verified the measurement methods applied
and examined the determination of the identifiable
assets acquired as well as of the liabilities and
contingent liabilities assumed
• We examined the disclosures of the acquisition
made in the notes in accordance with the
requirements of NZ IFRS 3.





PROMISIA HEALTHCARE: ANNUAL REPORT 2025 67

Page | 4
Other information
The directors are responsible for the other information. The other information comprises the information
included in the Group’s annual report on pages 2 to 20 and pages 69 to 90, 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 for the consolidated financial statements
The directors are responsible on behalf of the Group for the preparation and fair presentation of the
consolidated financial statements in accordance with NZ IFRS, 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 on behalf of the Group for
assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters
related to going concern and using the going concern basis of accounting unless the directors either
intend to liquidate the Group or to cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the consolidated financial
statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a
whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit
conducted in accordance with ISAs (NZ) will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate,
they could reasonably be expected to influence the economic decisions of users taken on the basis of these
consolidated financial statements.

A further description of our responsibilities for the audit of the consolidated financial statements is located at
the External Reporting Board’s website:
https://www.xrb.govt.nz/standards/assurance-standards/auditors-responsibilities/audit-report-1-1/
This description forms part of our auditor’s report.
Restriction on distribution and use
This independent auditor’s report is made solely to the shareholders, as a body. Our audit work has been
undertaken so that we might state to the shareholders those matters which we are required to state to them
in the independent 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 shareholders, as a body, for our audit work, this
independent auditor’s report, or for the opinions we have formed.



William Buck Audit (NZ) Limited
Tauranga, 25 June 2025
https://www.xrb.govt.nz/standards/assurance-standards/auditors-responsibilities/audit-report-1-1/
68

Corporate Governance
Statement of compliance
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 (31 January 2025) (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 2025 (FY25), 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 the Promisia Group Corporate Governance Code, 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.
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 which is 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:
• 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 available on the Company website.
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 HEALTHCARE: ANNUAL REPORT 2025 69

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 Notes 21 and 24.
Details of matters entered into the Interests Register by individual Directors during FY25 are outlined on
pages 84 and 85 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, and 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.
2.2 Nomination and appointment process
The nomination process for new Director appointments is the responsibility of the Remuneration Committee
and 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.
70

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.
The review 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 Approach 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 Board composition has been dynamic
during FY25. The Board will look to develop a new skills matrix in early 2026 once the board has settled and
been in operation for a year. Once a skills matrix has been developed, the Board will self-evaluate against that
matrix and provide a report in its FY26 Annual Report.
2.3 Letters of Appointment
All Directors have entered into a 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 2025, the Board comprised of five Directors:
Rhonda Sherriff Independent Board ChairAppointed 13 July 2023
Thomas Brankin Non-independent Executive DirectorAppointed 7 May 2013
Craig PercyNon-independent Executive DirectorAppointed 19 August 2022
Jill HatchwellIndependent DirectorAppointed 28 August 2023
Re-Appointed 6 November 2024
1
Tony MortensenNon-independent DirectorAppointed 2 September 2024
1
Jill Hatchwell was initially appointed to the Board as an independent Director on 28 August 2023. Jill retired from the Board
at Promisia’s 2024 annual shareholders’ meeting on 25 September 2024. Upon Tony’s change of independent status on 6
November 2024 (as noted below), Jill was re-appointed to the Board as an independent Director in the interim while Promisia
re-evaluates its Board composition.
The details of each Director along with their experience, length of service, independence and ownership
interests and attendance at Board meetings are included in this Annual Report. Director profiles are also
available to view on Promisia’s website at
https://www.promisia.co.nz/investor-centre/#governance-
&-policies
. The Board has regard to the NZX Listing Rules in any determination of Director independence.
In determining the independent status of Rhonda Sherriff 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 executive role in Promisia within the last
three years of their appointment.
The Board has determined that Thomas Brankin, Craig Percy and Tony Mortensen are non-independent
Directors.
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).
PROMISIA HEALTHCARE: ANNUAL REPORT 2025 71

Craig Percy was initially appointed to the Board as an independent Director in August 2022. On 20
September 2024, Craig entered into an executive arrangement with Promisia and as such, the Board re-
evaluated Craig’s directorship status as a non-independent executive Director.
Tony Mortensen was initially appointed to the Board as an Independent Director. On 6 November 2024, Tony
was employed by Asset Management Limited, a substantial product holder in Promisia Healthcare Limited.
As such, the Board considered Tony to be a non-independent Director from 6 November 2024.
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 2025, 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 2025, females represented 33% of Directors and senior managers of Promisia. This is a 17%
decrease on the percentage of female Directors and senior managers of Promisia in the last reporting period
(FY24: 50%). The decrease is due to an increase in the overall size of the Board following the appointment of
an additional male director, rather than a reduction in female representation. Promisia has 418 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 2025:
As at 31 MarchFY25 MaleFY25 FemaleFY24 MaleFY24 Female
Directors3222
Senior managers 1011
Total423 3
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 meets at each of Promisia’s facilities each year, meets with
senior management and engages 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.
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.
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2.8 and 2.9 Director Independence
Due to changes within the Board and senior management this year, the majority of Promisia’s Directors
are not independent. As at 31 March 2025, the Board comprised of two Independent Directors, one non-
independent Director, and two non-independent executive Directors. Promisia will aim to having a majority of
independent Directors on its Board by the end of FY26
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 Audit and Assurance Committee and the
Remuneration Committee. 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 approach 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 FY25.
Board Meetings
Risk Audit and
Assurance Committee
Remuneration
Committee
1
Total number of
meetings held
1020
Rhonda Sherriff1020
Jill Hatchwell
2
820
Craig Percy1000
Tom Brankin1000
Tony Mortensen
3
620
1
During FY25, remuneration matters—including the appointment of the new senior leadership team—were considered and
resolved within full Board meetings. As such, the Remuneration Committee did not meet separately during the reporting period.
2
Jill Hatchwell retired from the Board on 25 September 2024 and was re-appointed to the Board on 6 November 2024.
3
Tony Mortensen was appointed to the Board on 2 September 2024 and has attended all Board meetings since that date.
3.1 Risk Audit and Assurance Committee
The Board has established a Risk, Audit and Assurance Committee to act as a delegate of the Board
on financial reporting, internal control and risk management issues. The Audit and Risk Management
Committee is responsible for:
PROMISIA HEALTHCARE: ANNUAL REPORT 2025 73

• assisting the Board in carrying out its responsibilities concerning accounting practices, policies and
controls relative to the Company’s financial position.
• making appropriate enquiries into any audit of Promisia’s financial statements, including providing
the Board with additional assurance about the quality and reliability of any financial information issued
publicly by Promisia from time to time;
• reviewing the operation and effectiveness of Promisia’s internal controls and risk management practices
in consultation with senior management (see Principle 6 (Risk Management) below);
• providing an avenue of communication between auditors and Directors, particularly in relation to financial
reporting and risk management matters; and
• otherwise maintaining Promisia’s relationship with external auditors (see Principle 7 (Auditors) below.
The Committee operates under the Audit and Risk Committee Charter, which is published on the
Company’s website, and comprises non-executive Directors, being Tony Mortensen (Chair), Jill Hatchwell
and Rhonda Sherriff.
The Board has appointed the members of the Audit Committee due to their accounting, financial and industry
sector knowledge. Tony Mortensen (Chair) has a finance background with leadership and governance
experience across a wide range of sectors, but most recently within the building and construction industry.
Jill Hatchwell is an independent Director and 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. 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.
During FY25, the Board underwent multiple structural changes. Due to Tony’s appointment as CEO of
Asset Management Limited (a substantial product holder of the Company’s shares) in November 2024,
the Board considered Tony Mortensen to be a non-executive, non-independent Director. The Board has
evaluated Tony’s position and experience and considers that his role with Asset Management Limited (an
external company) does not conflict with his role as the Chair of Promisia’s Audit and Risk Committee. In
addition, Tony meets the “independence test” for the purposes of recommendation 3.1 of the NZX Corporate
Governance Code as there has been a period of more than three years of Tony being employed by an external
audit firm and him serving as Chair of the Audit and Risk Committee, and the majority of the committee
members are independent Directors. The Board will reassess the position of Chair of the Audit and Risk
Committee in the next financial year.
3.2 Meeting attendance by non-committee members
Directors who are not members of the Audit and Risk Committee are able to attend Audit and Risk
Committee meetings as they wish. Employees may only attend those meetings at the invitation of the Audit
and Risk Committee.
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 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 comprises of non-executive Director, being Rhonda Sherriff (Chair), Tony
Mortensen and Jill Hatchwell.
74

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 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 control transaction, Promisia will form an Independent control transaction Committee
to oversee a response to the offer, manage communication between the Board and Promisia’s senior
management, and engage expert legal and financial advisors to provide advice and ensure compliance with
the Takeovers Code.
Promisia will ensure that members of the Independent Control Transaction Committee are not involved with
the bidder and will be able to bring an independent view to decisions in relation to the control transaction.
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. Then Board receives regular Continuous Disclosure reports and disclosure is
specifically considered at each Board meeting.
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
.
PROMISIA HEALTHCARE: ANNUAL REPORT 2025 75

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 Audit and Risk Management Committee oversees the quality and integrity of external financial reporting,
including the accuracy, completeness, balance and timeliness of financial statements. It reviews Promisia’s
full and half year financial statements and makes recommendations to the Board concerning accounting
policies, areas of judgement, compliance with accounting standards, stock exchange and legal requirements,
and the results of the external audit.
All matters required to be addressed, and for which the Committee has responsibility, were addressed during
the reporting period.
For the 12 months ended 31 March 2025, 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, the Financial Reporting Act 2013 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. As the business continues to mature, Promisia will seek to develop ESG opportunities. One
aspect Promisia is investigating is the installation of renewable energy at its facilities.
The Company remains aware of changes to non-financial reporting standards, particularly changes to
climate-related disclosures. Promisia 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 of $200,000 per annum
was approved by shareholders in June 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.
76

Details of Director remuneration in FY25 is detailed below.
Director FeesCommittee Fees
Fees for
Additional
ServicesFY25 Total
Rhonda Sherriff$75,000--$75,000
Jill Hatchwell
1
$39,914--$39,914
Thomas Brankin
2
--$296,000$296,000
Craig Percy$45,000-$123,990$168,990
Tony Mortensen
3
$26,620--$26,620
Total Fees$186,534-$419,990$606,524
1
Jill Hatchwell resigned from the Board on 25 September 2024 and was re-appointed to the Board on 6 November 2024.
2
Thomas Brankin does not receive Directors fees and is instead remunerated for executive services. See commentary below.
3
Tony Mortensen was appointed to the Board on 2 September 2024.
Fees for Additional Services
Promisia and Thomas Brankin entered into an Agreement to Provide Services on 1 April 2023. Under this
Agreement, Thomas Brankin was paid $296,000 for his executive services to Promisia during FY25. These
services included various due diligence investigations on potential acquisitions, work on negotiating
and documenting the acquisition of Golden View Lifestyle Village and Ripponburn Lifestyle Village and
investigating other development initiatives at Promisia’s existing facilities.
Craig Percy was paid a total of $168,990 during FY25 under the Agreement to Provide Services described
below.
Promisia believes the fees paid as above reflect a fair market rate for the services provided to Promisia. No
Agreements to provide Services confer any benefit or payment by Promisia upon termination of the contracts
due to a merger or takeover.
Disclosure under Rule 5.2.2(e)
In FY24, Promisia entered into an agreement to provide services 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 Services Agreement:
• Thomas Brankin is paid a monthly fee of $10,000 plus GST. This payment replaced Directors fees
previously paid to Thomas Brankin.
• A transaction fee is to be paid upon Promisia acquiring or disposing of any aged care business or real
property as a result of Mr Brankin’s services. The transaction fee will be the lesser of $75,000 plus GST
and 1% of the aggregate purchase price paid or payable (or in the case of a disposal, received or to be
received) by Promisia in respect of the transaction (plus GST).
The independent directors are in the process of reviewing Thomas Brankin’s Services Agreement and the
market will be updated with any changes accordingly.
On 17 September 2024, Promisia Limited (a wholly owned subsidiary of Promisia) entered into an agreement
to provide services with Crafted Solutions Limited under which Craig Percy was procured to act as a general
manager of operations on a month-by-month basis, with a particular focus on managing the facilities located
in Cromwell until Promisia appoints a new Chief Operating Officer. Under the Services Agreement, Craig
Percy provides the contracted services over 27 hours a week on an hourly fee of $120 plus GST per hour,
paid on a monthly basis. For clarity, this payment is in addition to his Director fees for acting as a Director of
Promisia.
Promisia relied on the exception under Rule 5.2.2(e) of the NZX Listing Rules to enter into the Agreements
above.
PROMISIA HEALTHCARE: ANNUAL REPORT 2025 77

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 Promisia Corporate Governance Code includes a remuneration policy outlining the processes and
framework for remuneration of senior management and directors of Promisia, including remuneration
components and decision factors .
The review and approval of Executive remuneration is the responsibility of the Board. The Board believes
that Executive remuneration is currently fair to Promisia, its shareholders, 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.
5.3 Remuneration of the CEO
RemunerationBenefits and Incentives
Total
Remuneration
FY25Karen Lake
1
108,654
$30,500 in ordinary shares
through the RSU Scheme.
$139,154
FY25Craig Percy
2
$123,990 Nil$123,990
FY25
Francisco
Rodriguez
Ferrere
3
$235,385
$16,980 in ordinary shares
through the RSU Scheme.
$252,365
1
Karen Lake resigned as Group General Manager on Friday, 15 January 2025.
2
Craig Percy was procured to act as general manager of operations on 17 September 2024.
3
Francisco Rodriguez Ferrere was promoted to Chief Financial Officer on 3 March 2025.
In FY24, the Board disestablished the Chief Executive Officer (CEO) role and introduced a Group General
Manager position with a focus on operational oversight and care delivery across the business. Karen Lake
held this role until her resignation in January 2025.
Following this, Promisia transitioned to a dual leadership model. Francisco Rodriguez Ferrere, originally
appointed as General Manager – Finance in October 2023, was promoted to Chief Financial Officer (CFO) in
March 2025. Post-period end, Graeme Dodd was appointed Chief Operating Officer (COO) in April 2025. The
CFO and COO now serve as executive peers, jointly covering the responsibilities previously held by the CEO.
Both roles are eligible to participate in Promisia’s RSU Scheme described above in section 5.2. During FY25,
Karen Lake and Francisco Rodriguez Ferrere received RSU allocations under this scheme, subject to vesting
conditions.
78

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 Audit and Risk Management Committee assists
the Board in carrying out its risk management responsibilities by providing additional oversight regarding
Promisia’s risk management framework and monitoring compliance with that framework.
The Board delegates day to day management of the risk management framework to senior management.
The executive team and senior management are required to regularly identify the major risks affecting the
business and develop structures, practices, and processes to manage and monitor these risks. Individual
risks are discussed with the Board in detail as required.
Key financial risks are set out on pages 30 to 32 of the financial statements.
Non-financial risks have been summarised as:
Compliance with Ministry of
Health certifications
Promisia is subject to audits from the Ministry of Health. Promisia
has a duty to provide a high standard of care at its facilities to
ensure that it upholds and is in compliance with, Ministry of Health
certifications.
Changes to legislationAged care providers need to meet standards set by the Health
and Disability Services Standards and all facilities that offer
occupation right agreements need to comply with the Retirement
Villages Act 2003. Significant changes to certification standards
and requirements of retirement village operators may create
additional obligations and costs on aged care operators. Any such
additional obligations and cost may have a material adverse effect
on financial performance.
Labour availability, cost and
turnover
Aged care facilities rely on the staffing of care and non-care
positions. These positions are paid at the lower end of pay
scales, primarily due to underfunding by Te Whatu Ora. Labour
availability and cost makes attracting staff to the aged care sector
difficult.
Infection controlProcesses and procedures to manage the risks of viruses such
as norovirus and Covid-19 to both staff and residents have been
developed and implemented successfully. The company will use
its proven infection control policies and practices, amended as
required, to manage any new viral outbreaks.
OccupancyTo generate revenue and cover its costs, Promisia must maintain
certain levels of occupancy at its facilities. Any significant drop in
occupancy will have a financial impact on Promisia’s earnings.
Property MarketA downturn in the national or regional property market could
impact the demand for and Promisia’s ability to sell or re-sell units
and, to a lesser extent, care suites, as well as the value that can
be achieved on the sale or resale of a unit or care suite and the
timeframe to complete such sales. As Promisia’s village units and
care suite portfolio increases in size, a sustained downturn in the
national or regional property market could have a material adverse
effect on financial performance.
PROMISIA HEALTHCARE: ANNUAL REPORT 2025 79

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.
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.
Material Assurances
Promisia has in place 2 key internal assurance teams that have direct access to the Board.
1. Māori Healthcare – The Board receives a Te Tiriti o Waitangi report every meeting updating the Board on
Māori engagement, training opportunities, Māori health plans and policies.
2. Care Standards– Promisia’s Clinical & Quality Manager provides a monthly report to the Board on any
incidents, falls, infections and medication errors at the facilities during the month and ensures right
processes are undertaken and appropriate remedies are presented to the Board and actioned. The Clinical
& Quality Manager collects data to provide the Board with trends to indicate any improvements in care or
areas that require further attention.
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 on a monthly basis. 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 FY25 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 Audit and Risk Committee Charter governs the Board’s relationship with its external auditors. Promisia’s
compliance with the Audit and Risk Committee Charter ensures that:
• audit independence is maintained, both in fact and appearance, such that Promisia’s external financial
reporting is viewed as being reliable and credible.
• free and open communication between the Directors and external auditors is maintained.
• In relation to Promisia’s relationship with external auditors, the Audit and Risk Committee is responsible
for: Reviewing and enquiring into Promisia’s financial statements, including providing the Board with
additional assurance about the quality and reliability of any financial information issued publicly by the
Company from time to time.
80

• Approving the auditor’s engagement letter and setting audit fees.
• Pre and post audit meetings, including any meetings with auditors or senior management as required.
• Reviewing the Company’s annual audit plan and audit timetable.
• Reviewing the management letter, auditor performance and ensuring rotation of the audit partner.
• Approving any non-audit engagements performed by the audit firm.
For FY25, William Buck New Zealand 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 FY25. The amount of fees paid to William Buck
during FY25 is identified on page 35.
William Buck has provided the Audit and Risk Management Committee with written confirmation that, in its
view, it was able to operate independently during the year.
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 Audit and Risk Management Committee, including controls for computerised information system,
security, business continuity management, insurance, health and safety, conflicts of interest, and prevention
and identification of fraud.
PRINCIPLE 8: SHAREHOLDER RIGHTS & RELATIONS
“The Board should respect the rights of shareholders and foster
constructive relationships with shareholders that encourage them to
engage with the issuer.”
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.
PROMISIA HEALTHCARE: ANNUAL REPORT 2025 81

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.
On 31 July 2024, shareholders were asked to vote on three resolutions pursuant to NZX Listing Rules 5.1.1(b)
and 4.2. The voting outcomes were released to shareholders under NZX Listing Rule 3.19.1(a) and were as
follows
1
:
ResolutionForAgainst Abstain
That, under NZX Listing Rule 5.1.1(b), Promisia undertaking the
acquisition of Golden View and Ripponburn together with all
related transactions as described in the notice of meeting, are
approved.
That, under NZX Listing Rule 4.2.1, the issue of 6 million
Convertible Notes under the Convertible Note Agreement and
the issue of up to 12 million Shares issued on conversion of the
Convertible Notes, on the terms as described in the notice of
meeting, is approved.
23,775,92423,6181,503
23,772,91123,6264,509
That, under NZX Listing Rule 4.2.1, the issue of up to 8 million
warrants under the terms of Promisia’s capital raising and on
the warrant terms of issue set out in the notice of meeting, is
approved.
23,687,107109,4304,509
1
All figures have been converted to reflect the 500:1 share consolidation.
On 25 September 2024, shareholders were asked to vote on three key resolutions pursuant to NZX Listing
Rules 6.7.1 and 4.5.1. The voting outcomes were released to shareholders under NZX Listing Rule 3.19.1(a) and
were as follows
1
:
ResolutionForAgainst Abstain
To approve a variation to the exercise price of Warrants from
$1.00 per Warrant to $0.50 per Warrant on the basis described
in the notice of meeting.
32,051,531100,3080
To issue a further 18.9 million Warrants to all investors of the
Capital Raise so that each Investor will have received a total of
three Warrants for every one share subscribed for and on the
basis described in the notice of meeting.
30,449,608105,229500,000
To ratify 8,261,725 Shares and 1,450,000 Warrants
1
issued
under NZX Listing Rule 4.5.1 on the basis described in the
notice of meeting.
25,776,853100,3082,421
1
All figures have been converted to reflect the 500:1 share consolidation.
Further information on the resolutions above can be found on the NZX website www.nzx.com/companies/
PHL/announcements
.
8.4 Additional equity offers
On 2 July 2024, Promisia announced a $4 million capital raise (with the ability to accept over subscriptions)
comprising of private placements (Placement) and a share purchase plan (SPP) (together, the Capital
Raise). Promisia raised a total of $4.725 million through the Placement and SPP to fund the Golden View and
Ripponburn acquisitions.
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For every share subscribed under the Capital Raise, one warrant in Promisia was allocated to the participant
for no additional consideration. On 29 September 2024, shareholders approved the issue of additional
Warrants to the effect that a further two warrants per share subscribed under the Capital Raise were allocated
to the Capital Raise participants for no additional consideration.
Promisia elected to undertake these offer structures having regard to the agreement between Promisia and
Asset Management Limited (as announced to the market on 30 July 2024), the costs associated with the
structures and the market conditions preceding the 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’ notice of the shareholders meetings, which are posted on
Promisia’s website, announced on the NZX and sent to shareholders prior to the meetings. Due to regulatory
reviews and discussions underway at the time, fifteen working days’ notice of the special shareholders
meeting was provided to Shareholders in July 2024, and ten working days’ notice of the annual shareholders
meeting was provided in September 2024. Both notices of meeting were within the statutory timeframes.
Variance to NZX Corporate Governance Code in FY25
The following variances to the NZX Corporate Governance Code have occurred in FY25 and been approved
by the Board.
NZX Code PrincipleNZX 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.
Diversity Policy2.5 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 Composition2.8 A majority of
the Board should
be independent
directors.
Three out of five Directors
are non-independent.
Promisia will aim to having
a majority of independent
directors on its Board by the
end of FY26.
Audit Committee3.1 the chair of the
audit committee
should be an
independent director
and not the chair of
the Board.
The Audit and Risk
Committee Chair is a
non-independent, non-
executive director of
Promisia.
The Board has evaluated
Tony’s position and
experience and considers
that his role with Asset
Management Limited (an
external company) does not
conflict with his role as the
Chair of Promisia’s Audit
and Risk Committee.
The Board will reassess the
position of Chair of the Audit
and Risk Committee in the
next financial year.
PROMISIA HEALTHCARE: ANNUAL REPORT 2025 83

Board Committees3.4 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.
15 working days’ notice
was provided in July 2024
and 10 working days was
provided in September
2024.
Promisia aims to provide 20
working days’ notice.
Additional Statutory Information
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 2025 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 – $130,000 12
$130,001 – $150,0002
$200,001 – $210,0001
$240,001 – $260,0002
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 2025. Particulars of entries made during the year to 31 March 2025 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
Jill Hatchwell Air Ops NZ LimitedDirector
Aorere Resources LimitedDirector and Shareholder
Chatham Rock Phosphate Limited (and
subsidiaries)
Director
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Jill HatchwellChatham 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
(Mapua Lifestyle Properties Limited)(Director and Shareholder)
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
Tony Mortensen(Mortensen Holdings Limited)(Shareholder)
(The Terrace at the Ridge Limited)(Director and Shareholder)
(The G&T Family Trust)(Settlor, Trustee and Beneficiary)
(Asset Management Limited)(CEO)
(AIS Tourism Limited)(Director)
(Matrix Security Group Limited)(Director)
(Save a Watt Limited)(Director)
Directors’ Share Dealings
In accordance with the Companies Act 1993 between 1 April 2024 and 31 March 2025 the Board received the
following disclosures from Directors of acquisitions and dispositions of relevant interests in financial products
issued by the Company and details of such dealings were entered in the Company’s interests register.
Director Transaction
Number of
Securities
Price per
SecurityDate
Craig PercySubscription for 200,000,000
ordinary shares on 5 August
2024 at $0.001 per share
subscribed for under Promisia’s
capital raising announced to
market on 2 July 2024
400,000*
ordinary
shares
• $0.001 per
share*
5 August 2024
Craig Percy1 warrant in Promisia issued for
every share under subscribed
for Promisia’s capital raise offer
announced to the market on 2
July 2024.
400,000
warrants*
• Nil5 August 2024
PROMISIA HEALTHCARE: ANNUAL REPORT 2025 85

Craig PercyAllotment of 2 additional warrants
for every share under Promisia’s
capital raise as approved by
shareholders on 25 September
2024.
800,000*
warrants
• Nil26 September 2024
*Number of securities issued reflect the 500:1 consolidation on 27 September 2024.
Directors’ Shareholdings Interests
As at 31 March 2025 the Directors of the Company had the following relevant interests in the Company’s
financial products.
DirectorLegal ownership or other nature of the interestFinancial Products
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.
22,535,796 ordinary shares
Craig PercyRegistered Holder400,000 ordinary shares
Craig PercyRegistered Holder1,200,000 warrants
USE OF COMPANY INFORMATION
There were no notices from Directors of the Company pursuant to section 145 of the Companies Act 1993.
SUBSIDIARY COMPANY DIRECTORS
The following persons held office as Directors of subsidiary companies as at 31 March 2025.
Company Directors
Ranfurly Manor LimitedRhonda Sherriff
Thomas Brankin
Ranfurly Manor No:1 LimitedRhonda Sherriff
Thomas Brankin
Nelson Street Rest Home LimitedRhonda Sherriff
Thomas Brankin
Aldwins House LimitedRhonda Sherriff
Thomas Brankin
Aged Care Holdings LimitedRhonda Sherriff
Thomas Brankin
Promisia LimitedRhonda Sherriff
Thomas Brankin
Benefit Arthritis LimitedThomas Brankin
Promisia Trustee LimitedRhonda Sherriff
Thomas Brankin
Aldwins Retirement Village LimitedRhonda Sherriff
Thomas Brankin
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EMAC Holdings LimitedThomas Brankin
EMAC 1 LimitedRhonda Sherriff
Thomas Brankin
EMAC 2 LimitedRhonda Sherriff
Thomas Brankin
Thyme Care Properties LimitedRhonda Sherriff
Thomas Brankin
Golden View Village LimitedRhonda Sherriff
Thomas Brankin
Golden View Care LimitedRhonda Sherriff
Thomas Brankin
Thyme Care LimitedRhonda Sherriff
Thomas Brankin
SPREAD OF SECURITY HOLDERS
As at 31 March 2025:
Size of Shareholding Number of HoldersTotal Shares Held % of Shares
1-1,0009455,6770.11%
1,001-5,000278746,0901.42%
5,001-10,00082635,8791.21%
10,001-50,0001082,637,9165.01%
50,001-100,000231,564,3612.97%
100,001 or more 4346,963,69489.28%
Total62852,603,617100.00%
TOP 20 SHAREHOLDERS
The names and holdings of the twenty largest registered shareholders in the Company as at 31 March 2025
were:
Total Shares Held% of Shares
Thomas David Brankin & Michael John Kirwin Lay22,535,796 42.84%
Asset Management Limited5,000,0009.51%
Jillian Mary O’Brien & Hamish William O’Brien & Michael
James Creed
2,178,6584.14%
Andrew Raymond Mitchell2,044,2053.89%
Donald Hamish Mackintosh1,787,5783.40%
Public Trust Limited1,270,0002.41%
Christchurch Treeman Limited1,000,0001.90%
Derek Montgomery Daniel & Aka Trustees Limited1,000,0001.90%
PROMISIA HEALTHCARE: ANNUAL REPORT 2025 87

Jarden Custodians Limited1,000,0001.90%
Stephen Underwood 531,2041.01%
Aeneas Edward O’Sullivan530,0001.01%
Withlaro Holdings Limited500,0000.95%
Algidus Investments Limited500,0000.95%
Douglas John Braithwaite458,0000.87%
3 J’S Limited 449,3920.85%
George Craig Royal427,0180.81%
Ian David Penny & Alexander James Mcphail
& David Kenneth Brown
400,0000.76 %
Craig Barry Percy400,0000.76 %
Paul Ainsworth388,7780.74%
JBWERE (NZ) Nominees Limited 349,6270.66%
SUBSTANTIAL PRODUCT HOLDERS
Pursuant to section 293 of the Financial Markets Conduct Act 2013, details of the substantial product holders
in the Company as at 31 March 2025 are:
Substantial Product Holder Number of Shares
Thomas David Brankin & Michael John Kirwin Lay22,535,796
Asset Management Limited5,000,000
Substantial Product Holder Number of Warrants
Asset Management Limited15,000,000
Withlaro Holdings Limited1,500,000
Algidus Investments Limited1,500,000
OTHER INFORMATION
Auditor’s Fees
For FY25, William Buck New Zealand was the external auditor for the Company.
During the year ended 31 March 2025, the amount payable by the Company to William Buck as audit and
review fees was $98,000. The amount of fees payable to William Buck for non-audit work during the year
ended 31 March 2025 was nil. This is detailed in Note 6 of the Financial Statements.
Donations
The Company made no donations during the period 1 April 2024 to 31 March 2025.
NZX Waivers
There were no waivers granted by NZX or relied on by the Company in the 12 months preceding 31 March 2025.
Right: Aldwins House.
88

“The level of care we pride ourselves
on providing is in the hands of our
staff and we thank everyone very
much for all their hard work.”
Chair Rhonda Sherriff
PROMISIA HEALTHCARE: ANNUAL REPORT 2025 89

Directory
Registered office
Duncan Cotterill
Level 2, 50 Customhouse Quay
Wellington, 6011
Directors
Thomas Brankin
Craig Percy
Rhonda Sherriff
Tony Mortensen (appointed 2 September 2024)
Jill Hatchwell (ceased 25 September 2024, reappointed 06 November 2024)
Auditor
William Buck Audit (NZ) Limited
Bank
Bank of New Zealand
Kiwibank
Solicitors
Duncan Cotterill
Wellington
90

PROMISIA HEALTHCARE: ANNUAL REPORT 2025

www.promisia.co.nz