Promisia Healthcare 2026 Annual Report

2026
FOR THE YEAR ENDED
31 MARCH 2026
ANNUAL
REPORT

Promisia is a New Zealand
aged care and retirement
living provider, creating
places where people feel safe,
known and truly at home.
We are large enough to
invest, improve and deliver
reliably – yet small enough
to stay personal, local and
deeply connected to the
communities we serve.
Our purpose is simple: to
build connected communities
where people feel cared for,
included and valued.

Contents
Chair’s Report 5
Dividend Policy 7
Promisia at a Glance 9
Financial Highlights 10
Key Financials and Operations 13
Operations Report 14
Profile – Darren McKean 19
Live Longer, Stronger 21
Promisian Badge Award 22
Financial Statements 23
Consolidated Statement Of Comprehensive Income 24
Consolidated Statement Of Financial Position 25
Consolidated Statement Of Changes in Equity 26
Consolidated Statement Of Cash Flows 27
Notes to the Consolidated Financial Statements 28
Independent Auditor’s Report 64
Corporate Governance 68
Remuneration Report 81
Additional Statutory Information 85
Directory 91
Cover photo: Ranfurly Manor.
PROMISIA HEALTHCARE: ANNUAL REPORT 2026 3

“The care provided to
residents each day speaks
to the dedication and
professionalism of our care
teams, facility managers
and support staff.”
4
Ranfurly Manor.

FY26 marks a significant step forward
for Promisia. As a result of a reset
and focused foundation-building, the
business has delivered broad-based
improvements across the areas that
matter most. Occupancy, earnings, cash
flow, balance sheet strength and care
quality have all materially improved.
The progress throughout the year is reflected in
the broad-based increase in our facility valuations.
CBRE validated our improvements across the
entire portfolio: each site increased in value by at
least 10%.
Leadership and capability
A key driver of the year’s performance has been the
continued strengthening of the Group’s leadership
capability.
Graeme Dodd joined as Chief Operating Officer in
May 2025 and has had a significant impact across
the portfolio. His clinical background, combined
with strong operational discipline and leadership,
has lifted consistency, accountability and execution
across the business.
Graeme works closely with Francisco Rodriguez
Ferrere, whose oversight of the Group’s financial
position and capital structure has contributed
to a significant improvement in financial
performance. Together, they have established an
aligned leadership approach, with a clear focus
on operational delivery, financial discipline and
accountability.
Chair’s Report
That alignment
is increasingly
evident across
the organisation.
Facility managers
are operating with
greater clarity
and support, with improvements in site-level
performance reflecting this.
Operational delivery
Operational progress has been evident across the
portfolio. Group care occupancy has increased from
87% at March 2025 to 94% at year end.
At Nelson Street, the dementia conversion has been
successfully completed, with occupancy increasing
from 58% at March 2025 to 96% at 31 March 2026,
and the facility now at capacity.
Ranfurly Manor has experienced strong sales
momentum in the care suite offering, moving from
circa 50% occupied at March 2025 to all care suites
either occupied or under contract. This represents a
major turnaround over the previous 12-month period.
Occupancy at Aldwins House increased
significantly, with team culture, reputation and care
quality improving under engaged local leadership.
In Cromwell, Golden View and Ripponburn continue
to perform well and are now fully integrated into
the Group, with strong sales demand across the
two sites.
These positive outcomes reflect not only site-
specific initiatives, but also broader operational
Chair Rhonda Sherriff
Ranfurly Manor.
PROMISIA HEALTHCARE: ANNUAL REPORT 2026 5

improvements implemented across the Group,
including supplier consolidation, consistent quality
management systems, regular roster reviews and
the introduction of standardised processes. While
less visible, these initiatives are fundamental to
building a scalable and repeatable operating model.
Quality of care
The consistent delivery of high-quality care is at the
core of everything we do.
Quality indicators, which are regularly reported
to the Board, show continued improvement,
supported by a more consistent and structured
approach to clinical oversight.
The Group’s quality team, working closely with
operational leadership and site teams, continues
to strengthen the way clinical data is captured,
assessed and used to drive continuous improvement.
Ensuring residents receive safe, consistent and high-
quality care remains a top priority.
Financial discipline and balance
sheet strength
FY26 has seen a significant improvement in the
Group’s financial performance and overall position.
The operational improvements delivered across the
portfolio have translated into stronger earnings,
with underlying EBITDAF increasing by 58% to
$6.6 million for FY26.
This is a strong result, with improved operational
performance flowing clearly through to profitability,
cash generation and a further uplift in the valuations
of our care facilities and villages. The aggregate
market valuation rose 17.1% or $15.7 million.
Working in parallel, the consolidation of lending
arrangements with BNZ has delivered improved
funding terms and a more flexible and scalable debt
structure, giving the company a stronger platform
to drive future growth.
Governance
The Board continued to strengthen its governance
framework during the year, with a focus on
capability, independence and oversight.
Tom Brankin will step down from his executive
role at the 2026 annual shareholders’ meeting and
continue as a non-executive director. I would like
to acknowledge Tom’s significant contribution in
his executive capacity, particularly in relation to
acquisition, divestment and development activity
across the Group. Craig Percy has returned to
independent director status following his temporary
period of operational support.
The Board considers that these changes reflect
the strength of the current executive team and
provide the right balance of skills, experience
and independence for the Group’s next phase of
development.
Dividend Policy
Reflecting this progress, the Board is now in a
position to implement a formal dividend policy. This
represents an important milestone for the company
and signals confidence in the sustainability of
future cash flows. The Board remains committed to
balancing appropriate returns to shareholders with
disciplined reinvestment to deliver ongoing growth
opportunities.
Sector context
The aged care sector continues to operate within
a challenging funding environment. Government
funding levels remain below the level required to
sustainably deliver high-quality care, and this
Ranfurly Manor.
6

Promisia has adopted a cash-based
dividend policy from FY27. This reflects
the stronger earnings base, improved
cash generation and more stable balance
sheet position achieved during FY26.
The policy is designed to return a portion of
Operating Free Cash Flow to shareholders over
time, while maintaining balance sheet strength and
supporting reinvestment for future growth.
For the purposes of the policy, Operating Free Cash
Flow is calculated from underlying EBITDAF, less
cash interest and required debt repayments, cash
tax payable for the year and maintenance capital
expenditure. This means dividends will be assessed
from cash generated by the business after allowing
for the key cash costs and reinvestment needed to
maintain the existing asset base.
Dividends will be assessed at 20% – 40% of
Operating Free Cash Flow and are intended to
be fully imputed. Any dividend will remain at the
Board’s discretion, taking into account the Group’s
financial performance, financial position, funding
requirements and growth opportunities at the time.
This approach is consistent with Promisia’s
capital allocation framework of creating long-
term shareholder value through disciplined
reinvestment, balance sheet strength, earnings-
accretive growth and cash returns to shareholders.
Dividend Policy
1 Underlying EBITDAF is a non-GAAP financial measure
and represents earnings before interest, tax, depreciation,
amortisation and fair value movements, adjusted for non-
recurring items.
2 Required debt repayments means scheduled principal
repayments and other committed debt amortisation
under financing arrangements, including vendor loan
repayments.
3 Maintenance capex represents expenditure required to
maintain the existing asset base; depreciation is currently
used as a practical proxy.
Underlying EBITDAF
1
Operating Free Cash Flow (OFCF)
Ordinary Dividend:
20% – 40% of OFCF
Cash interest &
required debt repayments
2
Cash tax
Maintenance capex
3
Less:
continues to place pressure on operators across
the sector.
At the same time, new bed supply remains
constrained, in part due to these funding settings. As
demographic demand increases, existing capacity is
expected to become increasingly valuable.
We continue to engage with a range of government
and industry stakeholders, including the Aged Care
Association, to ensure funding settings reflect the
cost of delivering quality care to New Zealand’s
ageing population.
Looking ahead
Promisia enters FY27 with a strong sense of
momentum, a highly engaged leadership team and
a solid financial platform driving future growth.
We believe the company is well positioned to
build on the progress made this year. Operational
improvements are continuing to be implemented
across the portfolio, and we expect underlying
EBITDAF in FY27 to increase by at least 20% to
a minimum of $8 million. The company is also
assessing development opportunities across a
number of existing sites, alongside other growth
options consistent with its strategic framework.
Acknowledgements
I want to acknowledge the commitment and
energy of Promisia’s people across all levels of the
organisation.
The care provided to residents each day speaks
to the dedication and professionalism of our care
teams, facility managers and support staff.
I also want to acknowledge the contribution of the
executive team in delivering the progress achieved
this year, and to thank shareholders for their
continued and unwavering support.
PROMISIA HEALTHCARE: ANNUAL REPORT 2026 7

Strategic Approach
Aldwins House.
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
8

Promisia at a Glance
237
Incredible
Caregivers
Invaluable
Support &
Admin Staff
168
Trusted
Registered
Nurses
62
Residents
656
Care Beds
401
Villas
156
Care Suites /
Apartments
76
Feilding
Christchurch
Cromwell
Ranfurly Manor
Nelson Street
Aldwins House
Ripponburn
Golden View
PROMISIA HEALTHCARE: ANNUAL REPORT 2026 9

Financial Highlights
Earnings performance
FY26 has been a year of strong financial
performance for Promisia. The operational and
financial foundations put in place over the past two
years have translated into material improvements
in revenue, earnings, cash flow and balance sheet
strength.
Revenue for FY26 was $40.1 million, up from $31.08
million in FY25. Underlying EBITDAF for FY26
was $6.6 million, up from $4.19 million in FY25,
representing growth of 58% year on year.
Profit before income tax was $13.94 million. This
was supported by the lift in underlying operating
performance, together with fair value gains from the
revaluation of our care facilities and villages.
Key drivers in action
At the start of the year we identified five key drivers
that would underpin earnings growth in FY26. All
five were enacted and delivered upon.
Nelson Street’s conversion of rest home beds to
dementia care was completed in June 2025 and
materially improved care mix and occupancy.
Ranfurly Manor’s care suite sales showed
consistent growth throughout the year, driving
a meaningful
increase in deferred
management fees
together with
stronger cash flows
from Occupation
Right Agreements
resales.
FY26 also benefited from the first full-year
contribution from the Cromwell operations,
following their acquisition in FY25.
Occupancy gains at Aldwins House continued to
build through the year, while the 4% care funding
uplift from July 2025 supported the company to
offset ongoing cost pressures across the Group.
Together, these drivers set the platform for the
FY26 result and provide a solid earnings base
moving into FY27.
Balance sheet, debt and valuations
During the year we completed a comprehensive
debt restructure, consolidating the Group’s lending
with our long-term banking partner BNZ. This
created a simpler and more scalable debt structure,
improved visibility over future interest costs and
reduced finance costs year on year.
Chief Financial Officer
Francisco Rodriguez Ferrere
Aldwins House.
10

EBITDA Reconciliation
FY26FY25
EBITDA18,06111,412
Less: Fair value movement in
property
-11,651-173
Less: Bargain purchase on
business acquisitions
--6,609
EBITDAF
1
6,4104,630
Less: Debt reduction income--799
Plus: Discretionary Executive
Director payment
155244
Plus: Non-recurring
management share incentives
48117
Underlying EBITDAF
2
6,6134,192
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.
Interest-bearing finance costs reduced to $2.31
million, down from $2.45 million in FY25. Our
weighted average interest rate reduced from 7.10%
to 5.7%, and the interest rate swaps now in place
provide greater certainty of cash flows over the next
two to four years.
Loan-to-value ratio reduced to 31.8% at year end,
with more than $3.30 million of cash and undrawn
facilities available at 31 March 2026. This leaves the
Group well positioned from a liquidity and balance
sheet perspective.
All care facilities and villages were revalued as at
31 March 2026 and the operational improvements
achieved across the portfolio have flowed through
into those valuations. The aggregate market
valuation increased by $15.7 million to $107.2 million.
It was a broad-based improvement – each site
increased in value by at least 10%.
Net tangible assets (NTA) per share increased 38%
to $1.09, up from $0.79 in FY25. This continues the
strong value-creation trend over recent years, with
NTA per share more than doubling from $0.46 at
March 2023.
Dividend policy
Another strategic development has been the
introduction of a formal dividend policy.
The policy is deliberately based on operating
free cash flow rather than accounting profit. That
distinction is important. It means capital returns
to shareholders will be grounded in real cash
generation, while still allowing the business to
reinvest in operations, fund value-add projects and
maintain balance sheet discipline.
Operating free cash flow will become a key
measure for the Group going forward, and we
expect to report against it as part of our regular
financial updates. It links underlying earnings to
the cash available after allowing for cash interest,
required debt repayments, cash tax payable and
maintenance capital expenditure.
This gives shareholders a clearer view of dividend
capacity and ensures any future dividend is
supported by the cash performance of the business,
not non-cash accounting movements such as
valuation gains.
Looking ahead
Promisia enters FY27 with stronger earnings,
stronger cash flow and a financial platform that
supports sustainable growth. For FY27, we expect
underlying EBITDAF to increase by at least 20% to a
minimum of $8.00 million.
This guidance is based on the existing portfolio and
reflects the expected benefit of maintaining group
care occupancy at or above 95% across the year.
Operating free cash flow is also expected to
materially improve from FY26, supporting the
ability to pay a dividend under the new policy while
continuing to reinvest in the business.
Promisia is actively working towards an earnings-
accretive acquisition in FY27. This remains
consistent with our strategy of growing through
large-scale integrated care and village facilities that
align with our operating model.
FY27 is expected to deliver continued momentum
for Promisia, as the business builds on the stronger
earnings base, cleaner balance sheet and improved
operating platform established over FY26.
PROMISIA HEALTHCARE: ANNUAL REPORT 2026 11

Nelson Street.
12

Net operating cash flows
$6.4m
+87% vs FY25
Key Financials and Operations
Guidance upgrade for FY27 underlying EBITDAF
20% to $8.0m
at least
The operational and financial foundations put in place over the
past two years have translated into material improvements in
revenue, earnings, cash flow and balance sheet strength.
Operating revenue
$4 0.1m
+29% vs FY25
Underlying EBITDAF
$6.6m
+58% vs FY25
Group care occupancy
94%
87% (Mar 25)
NTA per share
$1.09
+38% vs FY25
Loan to Value Ratio
31.8%
42.9% (Mar 25)
PROMISIA HEALTHCARE: ANNUAL REPORT 2026 13

Operations Report
Our FY26 operations were guided by five
priorities set at the start of the year. They
provided a clear framework across the
Group, and more importantly, our people
have delivered strongly against them.
1. Every bed is a promise
Every bed is a promise – a promise to keep a person
safe, to care for them with skill and kindness, and to
help them live the very best life they can. This was
not just our opening line; it has been the lens through
which every operational decision is made. Whenever
we talk about occupancy, systems, staffing or
suppliers the underlying question was always the
same: does this help us fulfil our promise?
2. Lift and hold occupancy
Increased occupancy has been one of the
operational successes of FY26. The gains across
the Group have been significant and reflect the hard
work put in by teams across the business.
Nelson Street is now fully occupied following the
dementia wing conversion and the addition of
hospital level care. Ranfurly Manor recovered from
having roughly half its care suites sitting empty at
the start of the year to having all of them occupied
or under contract – an impressive turnaround.
Aldwins reached its highest-ever occupancy and
our Cromwell homes
continue to perform
very well.
Occupancy is the
oxygen that sustains
our business. It
directly impacts
profitability and consequently significantly
influences the value of Promisia’s assets.
3. Perfect the recipe
A great aged care service is achieved through
consistent excellence in key areas. This year
we defined what this looks like and applied it
consistently across the Promisia Group. For
example, the Ran-fit ACC-accredited strength
and balance programme, originally established
at Ranfurly, is now run at Nelson Street, Aldwins
House, Golden View and Ripponburn.
Often the best ideas originate from those closest to
the work. As leaders, our role is to recognise good
ideas, cheer on the teams who create them and
then share those ideas across the Group.
4. Operational excellence
Much of what changed this year was less visible, but
no less important. We rolled out Hercules Health as
our shared resident management system. All sites
Chief Operating Officer
Graeme Dodd
Nelson Street.
14

now share a single platform, allowing for real-time
review of care plans, progress notes and adverse
events. We introduced a new time and attendance
system across the Group. We consolidated
suppliers and restructured our support office. An
operations analyst was hired to provide forward-
looking reporting like wage-to-revenue analysis.
This allows key decisions to be made with a clearer
visibility of the future.
These are not high profile changes, but they are
the kinds of disciplines that sit behind a well-run
organisation.
5. Positioned for growth
This year we focused on consolidating and
strengthening our business fundamentals. Our
occupancy is up, care quality is improving and our
systems and teams are functioning effectively.
That’s the foundation you need before you can think
about what comes next. We are entering FY27 with
our facilities ‘up on the foils’ so to speak, with real
momentum behind us.
Occupancy – a year of real progress
Across the Group, care occupancy has risen from
approximately 87% in March 2025 to around 94%
by year-end. This momentum is on track to reach
our 95% target.
The decision to convert the dementia wing at
Nelson Street, completed in June 2025, has meant
the facility is now fully occupied. We are incredibly
proud of the team for this achievement.
Ranfurly Manor’s turnaround has been remarkable.
We started the year with roughly half of our 57 care
suites unoccupied. Every one of those suites is
now either occupied or under contract. Much of the
credit goes to Ranfurly Manor’s manager Darren
McKean. His approach to leadership and how the
team has responded has largely driven this result.
It’s a good reminder that families often choose
where their loved ones live not just for the physical
environment but also for the overall feel and how
people are treated. (See his profile on page 19.)
At Aldwins House, Debbie McCusker arrived as
facility manager in December 2025 and has already
made a meaningful difference. Getting clear on
what Aldwins offers – East Christchurch rest
home and hospital care, an ensuite in every room,
and no premium charges – and then telling that
story simply through radio advertising has helped
push occupancy to its highest ever level. We also
introduced ‘Peter @ Promisia’, an AI-assisted phone
agent that helps manage enquiries more efficiently.
Small things, but they all add up.
In Cromwell, Golden View and Ripponburn continue
to perform well. Both facilities are well-regarded in
their communities. Demand remains high across
care facilities and villages. These acquisitions are
now fully integrated into the Promisia family.
Care quality – what it is all for
Our progress in terms of occupancy and financial
results this year has not come at the cost of care.
At Promisia, we see these things as going hand in
hand: well-run facilities tend to perform strongly
commercially, operationally and also clinically.
Ranfurly Manor passed its certification audit in
September, with our auditors noting the quality
of the team and the high satisfaction of staff,
residents and their families. Golden View’s audit
revealed a similar story regarding residents and
their families expressing positive feedback about
the care they receive.
Being part of the community
Our vision is to be a trusted provider in the
communities we serve, with the emphasis on being
part of those communities, not simply operating
within them. It’s more than just providing a service;
it’s about opening our homes to the community.
At Ranfurly, our residents pack first aid kits for the
local community pantries. Staff drop baking off to
the fire brigade. The facility sponsors a local softball
team and a Feilding schools colouring competition.
The year ahead – our people
Across Promisia’s five facilities, our people make
a real difference every day: caregivers, nurses,
kitchen staff, activities coordinators, managers and
support teams. We have acknowledged many of
them through our Promisian Badge Award, and in
FY27 we want to keep building a culture where great
people are recognised, supported and proud to be
part of Promisia.
The absolute key to high performance in aged care
is attracting and retaining great people with the
right skills, experience and mindset – what we call
‘heads and hearts’, not just arms and legs. We are
looking for people who walk with us, not just work
for us.
PROMISIA HEALTHCARE: ANNUAL REPORT 2026 15

Golden View Lifestyle Village.
16

Aldwins House
89%
Occupancy
Care Beds
Care Suites /
Apartments
Ranfurly Manor
Ripponburn
Lifestyle Village
2
97%
Our Strategy in Action
Villas
Golden View
Lifestyle Village
1
96%100%
99%95%100%
87%100%
Nelson Street
96%
1
At Golden View Lifestyle Village, 98 of the 102
villas are occupied, with the remaining four under
contract settling in May and June.
2
At Ripponburn Lifestyle Village, 14 of the 16
villas are occupied, with the remaining two under
contract and settling in May and June.
PROMISIA HEALTHCARE: ANNUAL REPORT 2026 17

“We came to visit my
husband. Darren
turned up with two hot
drinks for me and my
daughter. He somehow
knew what we wanted,
and also how we liked
it. How did he know
I don’t take milk or
sugar?”
18

Profile – Darren McKean
Facility Manager,
Ranfurly Manor, Feilding
Few people arrive in aged care
management with a background that
includes prison officer, stunt horse rider
and demolition expert – but Darren
McKean has never taken the conventional
path, and the team and residents at
Ranfurly Manor are all the better for it.
Darren started work at the age of eight delivering
newspapers and he hasn’t stopped working since.
At 15 he left school to work full time in menswear
retail, before redundancy sent him in search of new
challenges: farming, rebuilding cars and motorbikes,
and eight years with the Department of Corrections.
There he rose from prison officer through to senior
corrections officer, search team member and audio-
visual operator in the critical response team.
Along the way Darren also found time to work as a
stunt horse rider for film and television. His work
appears in
Xena: Warrior Princess and The Legend
of William Tell
, and his largest explosion at a
demolition company involved 52 sticks of dynamite!
Darren’s wife Hayley was thinking about becoming
a nurse so he took a year’s unpaid leave to enrol in
the same nursing degree programme. They then
tackled the study challenge together.
Darren had only intended to do the first year but
during the course of his study he saw first-hand
the impact that nursing has on people’s lives, and
decided that this was what he also wanted to do.
He hasn’t looked back.
Now in his 11th year as facility manager at
Ranfurly Manor, Darren leads clinical care,
operations, compliance, activities and community
relationships in such a way that his team walks
beside him.
His Corrections background provides him with
the ability to work with all kinds of people in a
consistent, fair and non-judgemental way. This, in
a nutshell, defines the culture at Ranfurly, where
staff and residents alike speak of an environment
built on genuine care and mutual respect.
Darren has an innate skill to choose team members
whom he believes best fit Ranfurly Manor and the
Promisian Way.
The Board has recognised Darren’s meaningful
contribution and belief in the direction of Promisia
by recently making him a shareholder in the Group.
Under his leadership, Ranfurly has become a
community anchor – supplying five local food
pantries, hosting free barbecues, sponsoring
local sports teams and running school initiatives,
all driven by a belief that a care home’s purpose
extends well beyond its walls.
Ranfurly Manor.
PROMISIA HEALTHCARE: ANNUAL REPORT 2026 19

Ran-fit has proven
so popular that it is
now running across
all Promisia sites.
Ranfurly Manor.
20

Three mornings each week, something
magical happens at Ranfurly Manor.
The music comes on, the chairs are arranged and
residents who might otherwise spend a quiet hour
alone are laughing, moving and encouraging each
other through their paces.
Ran-fit – a strength and balance programme
developed at the Feilding facility – has proven so
popular that it is now running across all Promisia
sites.
ACC-approved and accredited since October 2021,
the programme is built around one simple goal:
helping residents live longer and stronger.
Each session follows a familiar, welcoming
structure: warm-up songs to ease residents in,
followed by strength exercises, balance activities
and mobility work, before finishing with a relaxing
cool-down.
A diverse range of music keeps things fresh, and
songs are often chosen to match special occasions
Live Longer, Stronger
– Waitangi Day, Valentine’s Day, Easter, ANZAC
Day – creating a fun, inclusive atmosphere that
resonates with everyone in the room.
The results speak for themselves. Participants
show sustained improvements in strength, stability
and confidence in their daily movements.
Falls become less of a concern. Independence is
maintained for longer.
And perhaps just as importantly, the sessions
create a genuine sense of community – a place
where friendships are built and laughter is a regular
occurrence.
Ran-fit is advertised through Sports Manawatū
and ACC, and the remaining Promisia facilities
are actively pursuing the same accreditation that
Ranfurly Manor has held since 2021.
What began as one facility’s initiative has become
something much bigger: a shared commitment
across the Promisia family giving residents not just
more years, but more life in those years.
Nelson Street.
PROMISIA HEALTHCARE: ANNUAL REPORT 2026 21

The Promisian Badge is Promisia’s
highest honour, awarded to staff who are
masters at their craft and consistently lift
up those around them.
The Promisian Badge was awarded for the first time
in 2025, and we recognise the following colleagues
for their exemplary work:
Promisian Badge Award
Aldwins House
Ankit Rana, Caregiver
Bedika Khanal, Caregiver
Elbie Alias, Enrolled Nurse
Joyce Castro, Senior Registered Nurse
Luke Robertson, Activities Co-ordinator
Golden View Care
Jo Lunn, Receptionist
Kylie Chisholm, Senior Business Administrator
Tina Ssalimu, Household Team Leader
Nelson Street
Jordanne Hanekom, Registered Nurse
Samara Lumsden, Activities/Caregiver
Promisia’s City2Surf team, Christchurch.
Ranfurly Manor
Charlotte Becker, Caregiver
Darren McKean, Facility Manager
Teresa Hawker, Caregiver
Ripponburn
Jenny Pitts, Clinical Manager
Wendy Affleck, Receptionist/Administrator
Support Office
Adam Munang, Finance Manager
Wilesca Calitz, HR Manager
22

Promisia Healthcare Limited
CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
PROMISIA HEALTHCARE: ANNUAL REPORT 2026 23

NOTE 2026 2025
$ ‘000 $ ‘000
Revenue
Care and village fees 4 37,856 29,690
Deferred management fees (DMF) 4, 17 2,243 1,277
Gain on signing new occupancy right agreements 13 20 113
Total revenue 40,119 31,080
Other income
Fair value gain on investment property 13 11,651 173
Bargain purchase on business acquisitions - 6,609
Debt reduction income - 799
Total other income 11,651 7,581
Total revenue and other income 51,770 38,661
Less: expenses
Operating expenses 5 (30,237) (24,777)
Administration expenses 5 (3,472) (3,399)
Depreciation expense 5 (519) (409)
Impairment losses 5 (37) (491)
Finance costs
- Borrowing costs (2,313) (2,448)
- Vendor loan and convertible note imputed interest expense (1,252) (456)
Total expenses (37,830) (31,980)
Profit before income tax expense 13,940 6,681
Income tax expense 6 (1,017) (107)
Net profit from continuing operations 12,923 6,574
Net profit from discontinued operations 29 - 262
Profit for the year 12,923 6,836
Other comprehensive income
Items that will not be reclassified to profit or loss
Revaluation of property, net of tax
Items that will be reclassified to profit or loss when specific 24 2,841 1,432
conditions are met
Fair value gain on hedged interest rate swaps 118 -
Total comprehensive income attributable to shareholders of the Company 15,882 8,268
Earnings per share (cents per share)
Basic earnings per share from continuing operations 23 24.5200 13.4145
Diluted earnings per share from continuing operations 23 21.4801 11.7235
Basic earnings per share from discontinued operations 23 - 0.5346
Diluted earnings per share from discontinued operations 23 - 0.4672
Basic earnings per share 23 24.5200 13.9491
Diluted earnings per share 23 21.4801 12.1908
Consolidated Statement Of Comprehensive Income
FOR THE YEAR ENDED 31 MARCH 2026
The accompanying notes form part of these consolidated financial statements.
24

The accompanying notes form part of these consolidated financial statements.
NOTE 2026 2025
$ ‘000 $ ‘000
Assets
Cash and cash equivalents 7 110 132
Receivables 9 1,504 1,317
Non-current assets held for sale 14 - 1,601
Other assets 10 584 488
Derivative financial instruments 20 118 -
Right-of-use assets 11 106 -
Property, plant and equipment 12 26,964 23,763
Investment properties 13 170,115 144,785
Total assets 199,501 172,086
Liabilities
Payables 16 5,044 4,273
Current tax liabilities 1,340 376
Revenue received in advance 17 5,370 4,056
Convertible notes 21 2,926 4,465
Occupancy right agreements 18 88,546 75,058
Borrowings 19 38,594 42,222
Lease liabilities 11 110 -
Deferred tax liabilities 6 2,369 2,364
Total liabilities
144,299 132,814
Net assets 55,202 39,272
Equity
Share capital 22 82,104 82,056
Reserves 24 7,457 4,498
Convertible notes reserve 21 895 1,535
Accumulated losses (35,254) (48,817)
Total equity 55,202 39,272
Net tangible asset per share (dollars) 1.092 0.792
Signed on behalf of the Board of Directors, dated 2 June 2026.
Thomas Brankin Rhonda Sherriff
Director Director
Consolidated Statement Of Financial Position
AS AT 31 MARCH 2026
PROMISIA HEALTHCARE: ANNUAL REPORT 2026 25

NOTE $ ‘000 $ ‘000 $ ‘000 $ ‘000 $ ‘000
Balance as at 1 April 2024 77,467 (55,653) - 3,066 24,880
Profit for the year - 6,836 - - 6,836
Other comprehensive income 24 - - - 1,432 1,432
Total comprehensive income - 6,836 - 1,432 8,268
Transactions with owners in their
capacity as owners:
Contributions 22 4,589 - - - 4,589
Issue of convertible notes 21 - - 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 (48,817) 1,535 4,498 39,272
Consolidated Statement Of Changes in Equity
FOR THE YEAR ENDED 31 MARCH 2026
SHARE CAPITALCONVERTIBLE NOTES RESERVERESERVESTOTAL EQUITYACCUMULATED LOSSES
The accompanying notes form part of these consolidated financial statements.
Balance as at 1 April 2025 82,056 (48,817) 1,535 4,498 39,272
Profit for the year - 12,923 - - 12,923
Other comprehensive income 24 - - - 2,959 2,959
Total comprehensive income - 12,923 - 2,959 15,882
Transactions with owners in their
capacity as owners:
Contributions 22 48 - - - 48
Convertible notes lapsed 21 - 640 (640) - -
Total transactions with owners in
their capacity as owners 48 640 (640) - 48
Balance as at 31 March 2026 82,104 (35,254) 895 7,457 55,202
26

The accompanying notes form part of these consolidated financial statements.
NOTE 2026 2025
$ ‘000 $ ‘000
Cash flows from operating activities:
Receipts from residents for care fees and services 37,995 32,570
Receipts of residents’ loans from new sales 18 12,505 8,370
Payments to suppliers and employees (34,015) (30,467)
Repayments of residents’ loans 18 (7,430) (4,414)
Interest paid (2,285) (2,655)
Income tax paid (409) -
Net cash provided by operating activities 8 6,361 3,404
Cash flows from investing activities:
Payment for property, plant and equipment (534) (285)
Purchase of investment property (923) (2,026)
Payment for business combinations, net of cash acquired - (13,905)
Disposal of discontinued operation, net of cash disposed of - 5,660
Proceeds from disposal of non-current assets held for sale 1,579 -
Net cash provided by / (used in) investing activities 122 (10,556)
Cash flows from financing activities:
Proceeds from share issue, net of transaction costs - 4,589
Net proceeds from / (repayment of) borrowings (6,462) 2,577
Repayment of lease liabilities (43) -
Net cash (used in) / provided by financing activities (6,505) 7,166
Net (decrease) / increase in cash and cash equivalents (22) 14
Cash and cash equivalents at beginning of year 132 118
Cash and cash equivalents at end of financial year 7 110 132
Consolidated Statement Of Cash Flows
FOR THE YEAR ENDED 31 MARCH 2026
PROMISIA HEALTHCARE: ANNUAL REPORT 2026 27

Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 31 MARCH 2026
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 $13.940m (2025: $6.681m).
It is the continuing opinion of the Board of Directors that there are reasonable grounds to believe that
its operational and financial plans in place are achievable, and accordingly the Group is able to continue
as a going concern and meet its debts as and when they fall due. Accordingly, use of the going concern
assumption remains appropriate in these circumstances.
c. Comparatives
Where necessary, comparative information has been reclassified and repositioned for consistency with
current year disclosures.
28

NOTE 1: MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)
d. 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.
e. 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.
f. Accounting standards issued but not yet effective
A number of new and amended accounting standards and interpretations have been issued but are not yet
effective for the year ended 31 March 2026 and have not been early adopted by the Group.
i. 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.
ii. 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:
• Classification and Measurement of Financial Instruments (Amendments to NZ IFRS 9 and NZ IFRS 7).
• Annual Improvements to NZ IFRS Accounting Standards 2024.
Notes to the Consolidated Financial Statements cont’d
FOR THE YEAR ENDED 31 MARCH 2026
PROMISIA HEALTHCARE: ANNUAL REPORT 2026 29

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.
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. The fair value of this property has also been determined by an independent
registered valuer.
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 2026
30

NOTE 3. OPERATING SEGMENTS
The Group operates a number of rest homes and retirement villages. These facilities all provide a similar
product to a similar customer in the same regulatory environment.
The Group operates in one operating segment being the provision of aged-care in New Zealand. The chief
operating decision maker, the Board of Directors, reviews the operating results on a regular basis and makes
decisions on resource allocation based on the review of Group results and cash flows as a whole. Therefore, it
is appropriate to report solely on the Group performance.
NOTE 4. REVENUE
Revenue from contracts with customers
2026 2025
$ ‘000 $ ‘000
Rest home, hospital & dementia fees 36,438 28,736
Village service fees 1,212 844
Other revenue 206 110
Care and village fees 37,856 29,690
Deferred management fees (DMF) 2,243 1,277
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 – 4.2 Years (2025: 4.0 – 4.2 Years)
External Villas 7.0 – 8.1 Years (2025: 7.0 – 8.1 Years)
Estimates of expected occupancy are reviewed periodically. Where a change is made, it is the Group’s policy
to recognise the aggregate impact of this change in the period in which the change in estimate occurs.
Notes to the Consolidated Financial Statements cont’d
FOR THE YEAR ENDED 31 MARCH 2026
PROMISIA HEALTHCARE: ANNUAL REPORT 2026 31

NOTE 4: REVENUE (CONTINUED)
Revenue recognition (continued)
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
2026, revenue received in advance of $5.370m (2025: $4.056m) was recorded, and 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 costs associated with
services provided, including staff wages, rates, and electricity. Village service fees are recognised as services
are rendered.
Other revenue
Other income includes other services to residents, training income for students, other rent received and
administration income on the settlement of ORAs. This revenue is recognised as services are provided.
NOTE 5. EXPENSES
Profit before income tax has been determined after:

2026 2025
$ ‘000 $ ‘000
Operating expenses
Employee benefits and other staff costs 24,169 19,456
Equity-settled share-based payments 48 89
Property-related expenses 1,791 1,356
Other operating costs 4,229 3,876
Total operating expenses 30,237 24,777
Property related expenses and other operating costs relate to costs associated with running a retirement
village and aged residential care such as consumables, electricity, rates, and repairs and maintenance. These
expenses are recognised as they occur.
Notes to the Consolidated Financial Statements cont’d
FOR THE YEAR ENDED 31 MARCH 2026
32

NOTE 5: EXPENSES (CONTINUED)

2026 2025
$ ‘000 $ ‘000
Administration expenses
Legal expenses 190 238
NZX listing and regulatory expenses 37 88
Insurance 806 699
Other administration costs 2,376 2,289
Net loss on disposal of property, plant and equipment 63 85
Total administration expenses 3,472 3,399
Other administration costs include advertising, directors’ fees, consulting, audit fees and accounting fees.

2026 2025
$ ‘000 $ ‘000
Depreciation expense
Property, plant and equipment 12 472 409
Right-of-use assets 11 47 -
Total depreciation expense 519 409

2026 2025
$ ‘000 $ ‘000
Impairment losses 37 491
The impairment loss for the current year relates to the divestment of non-core property assets (refer to Note
14) (2025: the divestment of non-core property assets and the write-off of work in progress associated with
consulting and legal fees previously capitalised for potential acquisition and development projects.)

2026 2025
$ ‘000 $ ‘000
Remuneration of auditors for:
William Buck Audit (NZ) Limited
Audit and assurance services
Audit of financial report 95 98
Other services - -
Total audit and assurance services 95 98
Notes to the Consolidated Financial Statements cont’d
FOR THE YEAR ENDED 31 MARCH 2026
PROMISIA HEALTHCARE: ANNUAL REPORT 2026 33

NOTE 6. INCOME TAX
a. Components of tax expense

2026 2025
$ ‘000 $ ‘000
Current tax 1,373 381
Deferred tax (356) (129)
Income tax expense 1,017 252

2026 2025
$ ‘000 $ ‘000
Income tax expense is attributable to:
Income tax expense on continuing operations 1,017 107
Income tax expense on discontinued operation - 145
Income tax expense 1,017 252
b. Income tax reconciliation
The prima facie tax payable on profit before income tax is reconciled to the income tax expense as follows:

2026 2025
$ ‘000 $ ‘000
Prima facie income tax payable on profit before income tax at 28% (2025: 28%) 3,903 1,985
Add/less tax effect of:

Non-deductible expenses 361 345
Prior period adjustments 21 17
Fair value gain on investment property (3,268) (48)
Other non-assessable income - (38)
Utilisation of past tax losses - (198)
Gain on business acquisition - (1,811)
Income tax expense 1,017 252
Notes to the Consolidated Financial Statements cont’d
FOR THE YEAR ENDED 31 MARCH 2026
34

NOTE 6. INCOME TAX (CONTINUED)
c. Deferred tax
Deferred tax relates to the following:

2026 2025
$ ‘000 $ ‘000
Deferred tax assets
Deferred management fees 1,504 1,136
Holiday pay 527 536
Prepaid loan fees (28) (33)
Accrued ACC - 6
Total deferred tax assets 2,003 1,645
Deferred tax liabilities

Depreciation 352 351
Commercial depreciation 2,539 2,538
Fair value gain on property 1,481 1,120
Total deferred tax liabilities 4,372 4,009
Net deferred tax liabilities 2,369 2,364
Deferred tax on investment property
Deferred tax on investment property is assessed on the basis that the asset value will be realised through use
(“Held for Use”).
The Group’s ORAs comprise two distinct cash flows, being an ORA deposit upon entering the unit and the
refund of this deposit, less deferred management fee, on exit. The Group considers it appropriate to recognise
and measure the tax base and associated deferred tax based on the contractual entitlements over the ORA
periods as this best represents the Group’s liabilities to residents as at the reporting date.
d. Deferred income tax related to items charged or credited directly to equity

2026 2025
$ ‘000 $ ‘000
Increase in deferred tax liabilities 361 242
NOTE 7. CASH AND CASH EQUIVALENTS

2026 2025
$ ‘000 $ ‘000
Cash at bank 20 28
Funds held on behalf of residents 90 104
Total cash and cash equivalents 110 132
Notes to the Consolidated Financial Statements cont’d
FOR THE YEAR ENDED 31 MARCH 2026
PROMISIA HEALTHCARE: ANNUAL REPORT 2026 35

NOTE 8. CASH FLOW INFORMATION
Reconciliation of cash flow from operations with profit after income tax

2026 2025
$ ‘000 $ ‘000
Profit for the year 12,923 6,836
Adjustments and non-cash items

Depreciation 519 409
Net loss on disposal of property, plant and equipment 63 85
Impairment losses 37 491
Gain on signing new ORAs (20) (113)
Fair value adjustment to investment property (11,651) (173)
Capital gains paid out on ORAs (766) -
Deferred tax (356) (133)
Current tax accrued 964 -
Debt reduction income - (799)
Bargain purchase - (6,609)
Loss on discontinued operations - 253
Vendor loan and convertible note imputed interest expense 1,252 456
Equity-settled share-based payment transactions 48 89
Changes in operating assets and liabilities
Increase / (decrease) in receivables, prepayments and other assets (283) 520
Decrease in occupancy advances 2,832 2,366
Decrease / (increase) in payables 799 (274)
Cash flows from operating activities 6,361 3,404
NOTE 9. RECEIVABLES

2026 2025
Current $ ‘000 $ ‘000
Trade receivables 1,499 1,317
Other receivables 5 -
Total receivables 1,504 1,317
Notes to the Consolidated Financial Statements cont’d
FOR THE YEAR ENDED 31 MARCH 2026
36

NOTE 9. RECEIVABLES (CONTINUED) 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 on 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 charge interest on overdue settlements of occupancy advances or overdue care fees. Trade receivables
principally comprise amounts due for care fees.
NOTE 10. OTHER ASSETS

2026 2025
Current $ ‘000 $ ‘000
Prepayments 377 432
Work in progress 187 36
NZX deposit 20 20
Total other assets 584 488
NOTE 11. LEASES
Recognition and measurement
The Group recognises a right-of-use asset and a corresponding lease liability at the commencement date of a
lease. The right-of-use asset is initially measured at cost and subsequently depreciated on a straight-line basis
over the lease term. The lease liability is initially measured at the present value of lease payments, discounted
using the Group’s incremental borrowing rate. Short-term leases (12 months or less) and leases of low-value
assets are expensed as incurred.
Notes to the Consolidated Financial Statements cont’d
FOR THE YEAR ENDED 31 MARCH 2026
PROMISIA HEALTHCARE: ANNUAL REPORT 2026 37

NOTE 11. LEASES (CONTINUED)
During the year, the Group entered into a new lease agreement for office premises. The carrying amounts are
as follows:
Right-of-use assets

2026 2025
$ ‘000 $ ‘000
Land and buildings
At cost 153 -
Accumulated depreciation (47) -
Total carrying amount of right-of-use assets 106 -
Reconciliations
Reconciliation of the carrying amount of right-of-use assets at the beginning and end of the financial year:

2026 2025
$ ‘000 $ ‘000
Land and buildings
Opening carrying amount - -
Additions 153 -
Depreciation expense (47) -
Closing carrying amount 106 -
Lease liabilities

2026 2025
$ ‘000 $ ‘000
Current 51 -
Non-current 59 -
Total carrying amount of lease liabilities 110 -
Notes to the Consolidated Financial Statements cont’d
FOR THE YEAR ENDED 31 MARCH 2026
38

NOTE 11. LEASES (CONTINUED)
Lease expenses and cash flows

2026 2025
$ ‘000 $ ‘000
Expense relating to lease payments made for leases of low-value assets 16 2
(for which right-of-use assets and lease liabilities have not been recognised)
Depreciation expense on right-of-use assets 47 -
Total cash outflow for leases 59 2
Maturity analysis – contractual cash flows
- not later than one year 56 -
- later than one year 61 -
Total contractual cash flow 117 -
NOTE 12. PROPERTY, PLANT AND EQUIPMENT

2026 2025
$ ‘000 $ ‘000
Land and buildings at fair value
Gross carrying amount 26,235 22,885
Accumulated depreciation (1,135) (1,135)
Carrying amount 25,100 21,750
Plant and equipment at cost
Gross carrying amount 3,427 3,266
Accumulated depreciation (1,563) (1,253)
Carrying amount 1,864 2,013
Total property, plant and equipment 26,964 23,763
Notes to the Consolidated Financial Statements cont’d
FOR THE YEAR ENDED 31 MARCH 2026
PROMISIA HEALTHCARE: ANNUAL REPORT 2026 39

NOTE 12. PROPERTY, PLANT AND EQUIPMENT (CONTINUED)
Reconciliations
Reconciliation of the carrying amounts of property, plant and equipment at the beginning and end of the
current financial year

2026 2025
$ ‘000 $ ‘000
Land and buildings at fair value
Opening carrying amount 21,750 20,050
Additions 148 26
Net amount of revaluation increments less decrements 3,202 1,674
Closing carrying amount 25,100 21,750
Plant and equipment at cost
Opening carrying amount 2,013 1,269
Additions 386 259
Disposals (63) (85)
Additions through business combinations* - 979
Depreciation expense (472) (409)
Closing carrying amount 1,864 2,013
Total property, plant and equipment 26,964 23,763
* On 28 August 2024, the Group acquired plant and equipment as part of the Golden View Lifestyle Village and Golden View
Care and Ripponburn Home and Hospital business combination, refer to note 28 of the Group’s audited consolidated financial
statements for the year ended 31 March 2025.
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 at historical costs is $15.468m (2025: $15.319m).
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 2026 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 13.00% (2025: 12.50% to 13.00%) and average
occupancy of 92.10% to 95.30% (2025: 90.00% to 95.30%).
Sensitivity
A 0.5 percent decrease in the capitalisation rate would result in a $1.050m higher fair value measurement
(2025: $0.925m). Conversely, a 0.5 percent increase in the capitalisation rate would result in a $1.000m lower
fair value measurement (2025: $0.850m).
Notes to the Consolidated Financial Statements cont’d
FOR THE YEAR ENDED 31 MARCH 2026
40

NOTE 12. PROPERTY, PLANT AND EQUIPMENT (CONTINUED)
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
NOTE 13. INVESTMENT PROPERTIES

NOTE 2026 2025
$ ‘000 $ ‘000
Investment property at fair value
Opening carrying amount 144,785 61,012
Additions 923 2,026
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 20 113
Fair value gain on investment property 11,651 173
Fair value gain on investment property with corresponding
increase in ORAs 18 11,970 667
Impairment loss - (52)
Capital gains paid out on ORAs 766 -
Closing carrying amount 170,115 144,785
* On 28 August 2024, the Group acquired investment properties as part of the Golden View Lifestyle Village and Golden View
Care and Ripponburn Home and Hospital business combination, refer to note 28 of the Group’s audited consolidated financial
statements for the year ended 31 March 2025.
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 independent external valuations. In 2025, the
Golden View Lifestyle Village lease was internally valued using a discounted cash flow (DCF) model.
Notes to the Consolidated Financial Statements cont’d
FOR THE YEAR ENDED 31 MARCH 2026
PROMISIA HEALTHCARE: ANNUAL REPORT 2026 41

NOTE 13. INVESTMENT PROPERTIES (CONTINUED)
Valuation of Investment Property
The carrying value of investment property is the fair value as determined by an independent valuation report
prepared by registered valuers CBRE Ltd as at 31 March 2026. This report combines discounted future
cash flows and occupancy advances received from residents for retirement village units, for which there is a
licence to occupy.
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 (2026) Range (2025)
Growth Rate 3.05% – 5.10% 3.17% – 4.65%
Target Internal Rate of Return (IRR) 14.50% – 20.00% 14.00% – 20.00%
Average Occupancy 87.60% – 98.80% 75.70% – 96.60%
Discounted Cash Flow Period 20 years 20 years
Capitalisation Rates 12.75% – 17.00% 12.00% – 16.50%
Sensitivity
A 0.5 percent decrease in the capitalisation rate would result in a $1.770m higher fair value measurement
(2025: $0.660m). Conversely, a 0.5 percent increase in the capitalisation rate would result in a $1.660m
lower fair value measurement (2025: $0.620m).
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 property has also been determined by an
independent valuation report prepared by registered valuers CBRE Ltd as at 31 March 2026, using the key
valuation assumptions set out above (2025: determined using an internal discounted cash flow (DCF) model).
Notes to the Consolidated Financial Statements cont’d
FOR THE YEAR ENDED 31 MARCH 2026
42

NOTE 13. INVESTMENT PROPERTIES (CONTINUED)
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.
A reconciliation summary between the valuation amounts and the amount recognised on the statement of
financial position as investment property is as follows:

2026 2025
$ ‘000 $ ‘000
Operator’s interest at fair value 42,439 36,532
Unsold stock at fair value 840 1,255
Development land at fair value 740 590
Occupancy right agreements 88,546 75,058
Care business freehold going concern 37,550 31,350
Total investment property at fair value 170,115 144,785
NOTE 14. NON-CURRENT ASSETS HELD FOR SALE NON-CURRENT ASSETS HELD FOR SALE

2026 2025
$ ‘000 $ ‘000
Non-current assets held for sale - 1,601
During the year ended 31 March 2026, the Group completed the sale of the properties previously classified as
held for sale. As a result, no assets were classified as held for sale at 31 March 2026. While classified as assets
held for sale, the properties were remeasured at the lower of their carrying amount and updated fair value
less costs to sell. This resulted in an impairment loss of $0.037m, which was recognised in profit or loss in
the current year. The properties were sold at amounts not materially different from their carrying values and,
accordingly, no gain or loss was recognised on disposal.
During the year ended 31 March 2025, the Group committed to plans to sell certain non-core properties. Two
properties met the criteria for classification as assets held for sale and were measured at the lower of carrying
amount and fair value less costs to sell, resulting in an impairment loss of $0.574m recognised in the prior
year. None of these properties constituted discontinued operations.
Notes to the Consolidated Financial Statements cont’d
FOR THE YEAR ENDED 31 MARCH 2026
PROMISIA HEALTHCARE: ANNUAL REPORT 2026 43

NOTE 15. FAIR VALUE MEASUREMENT
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.
The following table provides the classification of those non-financial assets measured at fair value on a
recurring and non-recurring basis:

LEVEL 1 LEVEL 2 LEVEL 3 TOTAL
2026 $ ‘000 $ ‘000 $ ‘000 $ ‘000
Recurring fair value measurements
Non-financial assets
Land and buildings at fair value - - 25,100 25,100
Investment property - - 170,115 170,115
Total recurring non-financial assets - - 195,215 195,215
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-financial assets
Non-current assets held for sale - 1,601 - 1,601
Total non-recurring non-financial assets - 1,601 - 1,601
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 on independent
external appraisals 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 2026
44

NOTE 15. FAIR VALUE MEASUREMENT (CONTINUED)
Level 2 recurring fair value measurements – financial assets
Financial assets measured at fair value on a recurring basis include interest rate swap derivatives. The fair
value of the interest rate swaps is determined using discounted cash flow techniques based on observable
market inputs, including forward interest rate curves and market interest rates at the reporting date.
Accordingly, the interest rate swaps are classified within Level 2 of the fair value hierarchy (refer to Note 20).
There were no transfers between Levels 1, 2 and 3 during the year (2025: nil) for both financial and non-
financial assets.
NOTE 16. PAYABLES

2026 2025
Current $ ‘000 $ ‘000
Trade payables 2,564 1,842
Employee entitlements 2,265 2,223
Accommodation rebate payable 125 208
Sundry creditors 90 -
Total payables 5,044 4,273
NOTE 17. REVENUE RECEIVED IN ADVANCE

2026 2025
Current $ ‘000 $ ‘000
Revenue received in advance 5,370 4,056
Movements in revenue received in advance
NOTE 2026 2025
$ ‘000 $ ‘000
Opening balance 4,056 2,288
Amounts recognised 4 (2,243) (1,277)
Transferred out due to discontinued operation - (61)
Amounts received during the year 18 3,557 3,106
Closing balance 5,370 4,056
Revenue received in advance represents the contractual deferred management fees received not yet released
to profit or loss on the accounting basis of estimated expected occupancy periods of between 4.0 and 8.1 years
(2025: 4.0 and 8.1 years).
Notes to the Consolidated Financial Statements cont’d
FOR THE YEAR ENDED 31 MARCH 2026
PROMISIA HEALTHCARE: ANNUAL REPORT 2026 45

NOTE 18. OCCUPANCY RIGHT AGREEMENTS

NOTE 2026 2025
$ ‘000 $ ‘000
Opening balance 75,058 22,012
Received on issue of new ORAs 12,505 8,370
Acquired upon business combinations - 54,529
Increase due to fair value gain of investment properties 13 11,970 667
Transferred out due to discontinued operations - (3,000)
Repaid on termination of ORAs (7,430) (4,414)
Deferred management fees (per contract) (3,557) (3,106)
Closing balance 88,546 75,058
Notes to the Consolidated Financial Statements cont’d
FOR THE YEAR ENDED 31 MARCH 2026
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 serviced apartments under an ORA. The ORA confers a right of occupancy until such
time it 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.
46

NOTE 19. BORROWINGS

2026 2025
$ ‘000 $ ‘000
Current
BNZ loans - 1,017
Other loans 1,592 1,595
1,592 2,612
Non-current
BNZ loans 27,785 31,070
Other loans 9,217 8,540
37,002 39,610
38,594 42,222
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
During the year, the Group completed a debt restructure replacing multiple site-level BNZ facilities with a
single group-level facility with Promisia Limited as borrower. BNZ loans consist of the following facilities:
Notes to the Consolidated Financial Statements cont’d
FOR THE YEAR ENDED 31 MARCH 2026

MATURITY DATE INTEREST RATE FACILITY DRAWN UNDRAWN
$ ‘000 $ ‘000 $ ‘000
As at 31 March 2026
13 December 2027 5.10% 31,070 27,785 3,285
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
PROMISIA HEALTHCARE: ANNUAL REPORT 2026 47

NOTE 19. BORROWINGS (CONTINUED)
BNZ Loans (continued)
Security
The BNZ loans are guaranteed by certain Group entities and are secured by first-ranking mortgages over
the Group’s care centre freehold land and buildings. Where land and buildings are classified as investment
property, the BNZ facilities rank second behind the Statutory Supervisor. There is an all-obligations
unlimited interlocking company guarantee between the following entities in the Group: Aged Care Holdings
Limited, Aldwins House Limited, Golden View Care Limited, Nelson Street Resthome Limited, Promisia
Healthcare Limited, Promisia Limited, Ranfurly Manor Limited and Thyme Care Limited. The BNZ facilities
are also supported by limited guarantee arrangements from Ranfurly Manor No:1 Limited and Thyme Care
Properties Limited.
Covenants
As at 31 March 2026, the Group classified its secured Bank of New Zealand facilities of $27.785m (2025:
$31.070m) as non-current liabilities. These borrowings are 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 Adjusted EBITDA to Interest Expense
cover ratio. The Group complied with all covenant requirements during the reporting period and as at 31
March 2026. 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.
Other Loans
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 $0.179m (2025: $0.135m), of which
the supplier has received $0.179m (2025: $0.135m) from the finance provider.
All liabilities under this arrangement are current.
Notes to the Consolidated Financial Statements cont’d
FOR THE YEAR ENDED 31 MARCH 2026
48

NOTE 19. BORROWINGS (CONTINUED)
Other Loans (continued)
Vendor Loan – Rivercrest Cromwell Limited
As part of the Golden View Lifestyle Village acquisition in the prior year, 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.
During the year, the holder’s conversion option over Tranche 1 expired unexercised. As a result, the $2.500m
nominal value of Tranche 1 is no longer convertible into ordinary shares and remains payable in cash on 28
August 2028.
Recognition and measurement
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.
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.
Reconciliation of carrying value:
NOMINAL CARRYING NOMINAL CARRYING
VALUE VALUE VALUE VALUE
2026 2026 2025 2025
$ ‘000 $ ‘000 $ ‘000 $ ‘000
Vendor loan – current portion 2,160 1,413 2,160 1,460
Vendor loan – non-current portion 10,090 9,217 9,750 8,540
Total 12,250 10,630 11,910 10,000
The carrying value reflects the amortised cost of the loan at balance date.
Notes to the Consolidated Financial Statements cont’d
FOR THE YEAR ENDED 31 MARCH 2026
PROMISIA HEALTHCARE: ANNUAL REPORT 2026 49

NOTE 20. DERIVATIVE FINANCIAL INSTRUMENTS

2026 2025
$ ‘000 $ ‘000
Interest rate swaps 118 -
Interest rate swaps
The Group uses interest rate swaps to manage its risks associated with interest rate fluctuations. Interest
rate swaps are initially recognised at fair value on the date a contract is entered into and are subsequently
measured at fair value on each reporting date. The fair values of the interest rate swaps are determined based
on cash flows discounted to present value using current market interest rates. The fair value of the interest
rate swaps at 31 March 2026 is a $0.118m asset (2025: nil). 79% (2025: nil) of the Group’s interest-bearing
borrowings are covered by fixed interest rate swap agreements.
Cash flow hedges
The Group has entered into interest rate swaps to manage its interest rate risk in relation to its floating rate
debt. These interest rate swaps qualify for cash flow hedge accounting. When interest rate swaps meet the
criteria for cash flow hedge accounting, the effective portion of the gain or loss on the hedging instrument
is recognised in other comprehensive income, while the ineffective portion is recognised in the income
statement. Amounts taken to reserves are transferred out of reserves and included in the measurement of the
hedged transaction when the forecast transaction occurs. When interest rate swaps do not meet the criteria
for cash flow hedge accounting, all movements in fair value of the hedging instrument are recognised in the
income statement.
Under the interest rate swap agreements that qualify for cash flow hedge accounting, the Group has a right
to receive interest at variable rates and to pay interest at fixed rates (“payer interest rate swap agreements”).
These agreements effectively change the Group’s interest exposure on the principal covered by the interest
rate swaps from a floating rate to fixed rates, which range between 3.16% and 3.66% (2025: nil). At 31 March
2026, the Group had payer interest rate swap agreements in place with a total notional principal amount
of $22.0 million (2025: nil). Of the swaps in place, at 31 March 2026, all were active. The agreements cover
notional amounts for terms of up to four years from the effective date.
The notional principal amounts and the period of expiry of the cash flow hedge interest rate swap contracts
are as follows:
Notes to the Consolidated Financial Statements cont’d
FOR THE YEAR ENDED 31 MARCH 2026
2026 2025
$ ‘000 $ ‘000
Less than 1 year - -
Between 1 and 2 years 11,000 -
Between 2 and 3 years 8,000 -
Between 3 and 4 years 3,000 -
Total 22,000 -
50

NOTE 21. CONVERTIBLE NOTES
NUMBER NOMINAL NUMBER NOMINAL
ON ISSUE VALUE ON ISSUE VALUE
2026 2026 2025 2025
‘000 $ ‘000 ‘000 $ ‘000
Opening balance 6,000 6,000 - -
Tranche 1 - - 2,500 2,500
Tranche 2 - - 3,500 3,500
Tranche 1 lapsed and transferred to vendor loan (2,500) (2,500) - -
Closing balance 3,500 3,500 6,000 6,000
Notes to the Consolidated Financial Statements cont’d
FOR THE YEAR ENDED 31 MARCH 2026
As part of the Golden View acquisition, in the prior year 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.
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
During the year, following the expiry of the holder’s conversion option over Tranche 1 of the convertible note,
the $2.500m nominal amount became payable in cash and has been included within the vendor loan balance.
This amount is due on 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.
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.
PROMISIA HEALTHCARE: ANNUAL REPORT 2026 51

NOTE 21. CONVERTIBLE NOTES (CONTINUED)
Recognition and Measurement (continued)
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.
Reconciliation of carrying value:
Notes to the Consolidated Financial Statements cont’d
FOR THE YEAR ENDED 31 MARCH 2026
NOMINAL CARRYING NOMINAL CARRYING
VALUE VALUE VALUE VALUE
2026 2026 2025 2025
‘000 $ ‘000 ‘000 $ ‘000
Convertible notes (liability) 3,500 2,926 6,000 4,465
Value of conversion rights on convertible notes (equity) 895 - 1,535
Total 3,500 3,821 6,000 6,000
2026 2025
$ ‘000 $ ‘000
Movements in convertible notes reserve
Opening balance 1,535 -
Issue of convertible notes - 1,535
Convertible notes lapsed (640) -
Closing balance 895 1,535
NOTE 22. SHARE CAPITAL
2026 2025
$ ‘000 $ ‘000
Issued capital (000’s)
52,730 (2025: 52,604) Ordinary shares 82,104 82,056
52

NOTE 22. SHARE CAPITAL (CONTINUED)
a. Ordinary shares
2026 2025
NUMBER $ NUMBER $
‘000 ‘000 ‘000 ‘000
The parent entity
Opening balance 52,604 82,056 21,475,642 77,467
The parent entity
Capital raise - - 4,725,000 4,725
Transaction costs relating to capital raise - - - (225)
Share-based payments 126 48 71,227 89
Total shares issued and paid 126 48 4,796,227 4,589
Share consolidation of 500:1 - - (26,219,265) -
At reporting date 52,730 82,104 52,604 82,056
Notes to the Consolidated Financial Statements cont’d
FOR THE YEAR ENDED 31 MARCH 2026
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.
During the prior 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 2026, 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.
• On 11 April 2025, 0.089m shares were issued, totalling $0.032m
• On 14 November 2025, 0.037m shares were issued, totalling $0.016m
PROMISIA HEALTHCARE: ANNUAL REPORT 2026 53

NOTE 22. SHARE CAPITAL (CONTINUED)
Share-based payments (continued)
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
In the prior year 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 2026 (2025: The Group met all
externally imposed capital requirements for the year ending 31 March 2025).
Notes to the Consolidated Financial Statements cont’d
FOR THE YEAR ENDED 31 MARCH 2026
54

NOTE 23. EARNINGS PER SHARE
2026 2025
$ ‘000 $ ‘000
Reconciliation of earnings used in calculating earnings per share
Profit from continuing operations 12,923 6,574
Profit from discontinued operations - 262
Total profit attributable to ordinary shareholders (basic) 12,923 6,836
Interest expense on convertible notes, net of tax 343 -
Total profit attributable to ordinary shareholders (diluted) 13,266 6,836
Cents per share
Basic earnings per share

Basic earnings per share from continuing operations 24.5200 13.4145
Basic earnings per share from discontinued operations - 0.5346
Basic earnings per share 24.5200 13.9491
Diluted earnings per share
Diluted earnings per share from continuing operations 21.4801 11.7235
Diluted earnings per share from discontinued operations - 0.4672
Diluted earnings per share 21.4801 12.1908
Weighted average number of ordinary shares on issue for EPS
Basic 52,704 49,007
Effect of conversion of convertible notes 9,055 7,068
Diluted 61,759 56,075
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 2026, 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.
Notes to the Consolidated Financial Statements cont’d
FOR THE YEAR ENDED 31 MARCH 2026
PROMISIA HEALTHCARE: ANNUAL REPORT 2026 55

NOTE 24. RESERVES

2026 2025
$ ‘000 $ ‘000
Asset revaluation reserve 8,056 5,215
Pooling of interest reserve (717) (717)
Hedging reserve 118 -
7,457 4,498
a. Asset revaluation reserve

2026 2025
$ ‘000 $ ‘000
Movements in reserve
Opening balance 5,215 3,783
Revaluation of property, plant and equipment, net of tax 2,841 1,432
Closing balance 8,056 5,215
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

2026 2025
$ ‘000 $ ‘000
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 2026
56

NOTE 24. RESERVES (CONTINUED)
c. Hedging reserve

NOTE 2026 2025
$ ‘000 $ ‘000
Movements in hedging reserve
Opening balance - -
Fair value gain on hedged interest rate swaps 20 118 -
Closing balance 118 -
Notes to the Consolidated Financial Statements cont’d
FOR THE YEAR ENDED 31 MARCH 2026
This reserve represents the effective portion of changes in the fair value of derivatives that are designated
and qualify as cash flow hedges. Amounts recognised in other comprehensive income are accumulated in the
hedging reserve and are reclassified to profit or loss in the periods in which the hedged cash flows affect profit
or loss. Any ineffective portion of the hedge is recognised immediately in profit or loss.
NOTE 25. WARRANTS
2026 2025
NUMBER NUMBER
NUMBER CONVERTED NUMBER CONVERTED
ON ISSUE ORDINARY ON ISSUE ORDINARY
‘000 SHARES ‘000 SHARES
Opening balance 28,350 - -
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 28,350 - 28,350 -
There were no warrants issued during the year ended 31 March 2026 (31 March 2025: issued).
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
initially allotted for no additional consideration. Following shareholder approval, a further two warrants were
allotted for every one share subscribed under the capital raise, resulting in three warrants in total for every
one share subscribed.
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 prior 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.
PROMISIA HEALTHCARE: ANNUAL REPORT 2026 57

NOTE 25. WARRANTS (CONTINUED)
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 2026, the Group’s net tangible assets per share were $1.092 (2025: $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 $0.885 (2025: $0.689). This illustrates the potential positive impact of warrant
conversion while still maintaining a diluted NTA per share above the warrant strike price.
NOTE 26: INTERESTS IN SUBSIDIARIES
SUBSIDIARIES OF PROMISIA HEALTHCARE LIMITED: PRINCIPAL ACTIVITIES 2026 2025
% %
Thyme Care Limited Rest home operation 100 100
Thyme Care Properties Limited Village ownership 100 100
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 100 100
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
EMAC 2 Limited Village ownership 100 100
EMAC 1 Limited Rest home operation 100 100
Notes to the Consolidated Financial Statements cont’d
FOR THE YEAR ENDED 31 MARCH 2026
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.
58

NOTE 27: RELATED PARTY TRANSACTIONS
Related Party Relationship
Design Care Group Limited Related by common directors
Crafted Solutions Limited Related by common directors
(a) Transactions with related parties
2026 2025
$ ‘000 $ ‘000
Directors fees 210 187
Consultancy fees paid to Crafted Solutions Limited 36 124
Consultancy fees paid to Design Care Group Limited 120 296
Total transactions with related parties 366 607
NOTE 28. KEY MANAGEMENT PERSONNEL COMPENSATION
Key management personnel of the Group are the directors and executives.
Compensation received by key management personnel of the Group:
2026 2025
$ ‘000 $ ‘000
Short-term employee benefits 677 669
Equity-settled share-based payments 26 48
Total key management personnel 703 717
NOTE 29. DISCONTINUED OPERATION
There were no discontinued operations during the current year. The Group disposed of its discontinued
operation in the prior financial year, and there have been no subsequent adjustments to previously reported
amounts, refer to note 29 of the Group’s audited consolidated financial statements for the year ended 31
March 2025.
NOTE 30. FINANCIAL RISK MANAGEMENT
The Group is exposed to the following financial risks in respect of 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 has overall responsibility for identifying and managing operational and financial risks.
The Group holds the following financial instruments:
Notes to the Consolidated Financial Statements cont’d
FOR THE YEAR ENDED 31 MARCH 2026
PROMISIA HEALTHCARE: ANNUAL REPORT 2026 59

NOTE 30. FINANCIAL RISK MANAGEMENT (CONTINUED)
2026 2025
$ ‘000 $ ‘000
Financial assets
Cash and cash equivalents 110 132
Receivables 1,504 1,317
Other assets 20 20
Derivative financial instruments 118 -
Total financial assets 1,752 1,469
2026 2025
$ ‘000 $ ‘000
Financial liabilities
Payables 5,044 4,273
Lease liability 110 -
Borrowings 38,594 42,222
Convertible notes 2,926 4,465
Occupancy right agreements 88,546 75,058
Total financial liabilities 135,220 126,018
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 interest rate swaps described in note 20 (2025: by
maintaining a mix of variable rate and fixed rate borrowings).
The rates applicable to the bank loans are variable rates (2025: a mixture of fixed and variable rates) which are
reviewed at the maturity of each loan. There is $27.785m (2025: $10.270m) of bank debt that has a floating
interest rate. The Group has interest rate swaps with a total notional principal amount of $22.0m in place.
Accordingly, $5.785m of the drawn BNZ debt was unhedged at 31 March 2026 (2025: $10.270m unhedged).
A 1% increase in interest rates would cost the Group an additional $0.058m (2025: $0.103m) in interest
expenses annually, based on the unhedged portion of floating-rate borrowings.
Notes to the Consolidated Financial Statements cont’d
FOR THE YEAR ENDED 31 MARCH 2026
60

NOTE 30. FINANCIAL RISK MANAGEMENT (CONTINUED)
a. Interest rate risk (continued)
Sensitivity
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:
2026 2025
$ ‘000 $ ‘000
+ / 50 basis points
Impact on profit after tax 21 233
Impact on equity - -
Notes to the Consolidated Financial Statements cont’d
FOR THE YEAR ENDED 31 MARCH 2026
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.
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.
PROMISIA HEALTHCARE: ANNUAL REPORT 2026 61

NOTE 30. FINANCIAL RISK MANAGEMENT (CONTINUED)
c. Liquidity risk (continued)
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.
Notes to the Consolidated Financial Statements cont’d
FOR THE YEAR ENDED 31 MARCH 2026
YEAR ENDED 31 MARCH 2026 <1 YEAR 1 - 2 YEARS 2 - 4 YEARS 5+ YEARS CASH FLOWS AMOUNT
$‘000 $‘000 $ ‘000 $ ‘000 $ ‘000 $ ‘000
Payables 5,044 - - - 5,044 5,044
Lease liability 51 59 - - 110 110
Borrowings 3,760 30,943 7,930 - 42,633 38,594
Convertible notes - - 3,500 - 3,500 2,926
Occupancy right agreements 12,862 12,862 25,723 37,099 88,546 88,546
21,717 43,864 37,153 37,099 139,833 135,220
YEAR ENDED 31 MARCH 2025 <1 YEAR 1 - 2 YEARS 2 - 4 YEARS 5+ YEARS CASH FLOWS 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 42,141 37,972 32,618 133,174 126,018
Occupancy right agreements figures above have been calculated based on average occupancy years
formulated by the valuer in determining investment property fair values at year end.
The Group renews its facilities annually to ensure an appropriate portion matures on a regular basis.
62

NOTE 31. CAPITAL AND LEASING COMMITMENTS
The Group had no capital commitments as at 31 March 2026 (2025: $0.760m).
Lease commitments
Non-cancellable low-value leases contracted for but not capitalised in 2026 2025
the financial statements: $ ‘000 $ ‘000
Payable
not later than one year 29 21
later than one year and not later than five years 41 38
70 59
NOTE 32. CONTINGENT LIABILITIES
There are no contingent liabilities at reporting date (2025: nil).
NOTE 33. EVENTS SUBSEQUENT TO REPORTING DATE
Subsequent to 31 March 2026, the following subsidiaries were struck off the New Zealand Companies
Register:
• EMAC 2 Limited was struck off on 17 April 2026.
• EMAC 1 Limited was struck off on 4 May 2026.
These entities were dormant at balance date and their strike-off has no impact on the financial position or
performance of the Group for the year ended 31 March 2026.
There have been no other matters or circumstances, which have arisen since 31 March 2026 that have
significantly affected or may significantly affect:
(a) the operations, in financial years subsequent to 31 March 2026, of the Group, or
(b) the results of those operations, or
(c) the state of affairs, in financial years subsequent to 31 March 2026, of the Group.
Notes to the Consolidated Financial Statements cont’d
FOR THE YEAR ENDED 31 MARCH 2026
PROMISIA HEALTHCARE: ANNUAL REPORT 2026 63

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 2026, 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 2026,
— 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 the International Ethics
Standards Board for Accountants’ International Code of Ethics for Professional Accountants (including
International Independence Standards) (IESBA Code), as applicable to audits of financial statements of
public interest entities. We have also fulfilled our other ethical responsibilities in accordance with
Professional and Ethical Standard 1 and the IESBA Code. We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a basis for our opinion.
Other than in our capacity as auditor we have no relationship with, or interests in, the Company or any of its
subsidiaries.




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

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 2026 of $170.1m. The net revaluation
gain recognised in the consolidated statement of
comprehensive income is $11.7m.
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, applying
industry-standard valuation assumptions. The
independent 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 detailed analysis of the
assumptions and key estimates used in the
valuations, including comparisons with external
information;
• We assessed the valuer’s qualifications, expertise
and their objectivity, and we found no evidence to
suggest that was impaired; and
• We examined the disclosures made in the notes
to the financial statements in accordance with the
requirements of NZ IAS 40.
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 $25.1m. The revaluation gain
recognised in the consolidated statement of
comprehensive income is $2.8m.
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 detailed analysis of the
assumptions and key estimates used in the
valuations, including comparisons with external
information;
• 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 to
the financial statements in accordance with the
requirements of NZ IAS 16.


64

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 2026 of $170.1m. The net revaluation
gain recognised in the consolidated statement of
comprehensive income is $11.7m.
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, applying
industry-standard valuation assumptions. The
independent 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 detailed analysis of the
assumptions and key estimates used in the
valuations, including comparisons with external
information;
• We assessed the valuer’s qualifications, expertise
and their objectivity, and we found no evidence to
suggest that was impaired; and
• We examined the disclosures made in the notes
to the financial statements in accordance with the
requirements of NZ IAS 40.
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 $25.1m. The revaluation gain
recognised in the consolidated statement of
comprehensive income is $2.8m.
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 detailed analysis of the
assumptions and key estimates used in the
valuations, including comparisons with external
information;
• 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 to
the financial statements in accordance with the
requirements of NZ IAS 16.



PROMISIA HEALTHCARE: ANNUAL REPORT 2026 65

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 5 to 22, and 68 to 91, 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.

The engagement partner on the audit resulting in this independent auditor’s report is Richard Dey.
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, 2 June 2026
https://www.xrb.govt.nz/standards/assurance-standards/auditors-responsibilities/audit-report-1-1/
Right: Nelson Street.
66

PROMISIA HEALTHCARE: ANNUAL REPORT 2026 67

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 March 2026) (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 2026 (FY26), 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.
Promisia has a formal training schedule for its staff that is consistent with the Code of Conduct and is also
consistent with being a healthcare provider and providing healthcare services to the public (under contracts
with the Ministry of Health). As part of Promisia’s induction processes, all employees are encouraged to read
and review the Code of Conduct and the other policies 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;
• declare conflicts of interests;
• not accept gifts from external parties where it may, or be perceived to, compromise the directors or
employees independence;
• act honestly and in the best interests of Promisia;
• 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
68

Promisia securities while holding inside information. Promisia’s Directors and employees must abide by this
policy whenever they deal directly or indirectly in Promisia securities.
In particular the policy provides:
• Directors and employees are prohibited from trading in Promisia securities during “blackout periods”
unless an exemption is provided by the Board. These blackout periods run from 1 October until the date
Promisia’s half year results are announced and from 1 April until the date Promisia’s full year results are
announced. Additional blackout periods may be implemented at the Board’s discretion.
• Directors and employees may trade in Promisia securities outside of a blackout period so long as they are
not in possession of material information.
• Restricted Persons (being Directors and certain employees) may trade in Promisia securities only after
notifying the Chair of the Board of their intention to trade in Promisia securities, confirming they are not in
possession of material information and that there is no known reason to prohibit trading.
There have been no dealings in Promisia’s securities other than as disclosed in Notes 22 and 25.
Details of matters entered into the Interests Register by individual Directors during FY26 are outlined on page
86 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 that appropriate systems are in place so that the business of Promisia is conducted in an honest,
ethical, responsible, and safe manner;
• ensuring effective and timely reporting to shareholders;
• ensuring the quality and independence of the external audit process;
• the appointment of a chairperson of the Board and senior management;
• 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, the 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 Governance and
Remuneration Committee and the Board as a whole. The Board may engage consultants to assist in the
identification, recruitment, and appointment of suitable candidates.
PROMISIA HEALTHCARE: ANNUAL REPORT 2026 69

The Board asks for Director nominations each year prior to the Annual Shareholders’ Meeting in accordance
with the constitution of Promisia and the NZX Listing Rules. In accordance with the NZX Listing Rules,
Directors will retire and may stand for re-election by shareholders at least every three years. A Director
appointed since the previous Annual Meeting holds office only until the next Annual Shareholders’ Meeting
but is eligible for re-election at that meeting.
Directors’ selection is based on the value they bring to the Board table including their skills, commercial
experience, strategic thinking and general business acumen. The composition of the Board is reviewed
regularly to ensure the Board maintains an appropriate balance of skills, experience and expertise. The Board
has developed a skills matrix and takes into account a number of factors including qualifications, experience
and skills.
In 2022, the Board engaged external advice to identify the optimum mix of skills, experience and
independence required for executing the Company’s growth strategy and operating in the New Zealand aged
care sector. 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 undertook an internal
review during 2025 and developed a skills matrix where key skills for the effective governance of Promisia
were identified and each director was asked to self-assess their competency against those skills as either
high or moderate. The responses and the resulting matrix were then moderated by the Governance and
Remuneration Committee. The resulting skills matrix is:
SkillHighModerate
Governance
● ● ● ● ●
Clinical Governance
● ●● ● ●
Retirement Village Operations
● ● ●● ●
Property Development & Capital Projects
● ● ● ●●
Finance, Accounting & Audit
● ● ●● ●
Capital Markets, Investor Relations & Treasury
● ●● ● ●
Legal, Regulatory & Risk
●● ● ● ●
Health & Safety
● ● ●● ●
Te Tiriti o Waitangi & Māori Engagement
● ●● ● ●
People, Culture, Remuneration & Succession
● ● ●● ●
Sales, Marketing & Brand
● ● ● ●●
Digital/IT Systems & Cyber Risk
● ● ● ●
Strategy, M&A & Integration
● ● ●● ●
Government/Te Whatu Ora
●● ● ● ●
Community, Whānau & Stakeholder Engagement
● ● ●● ●
Sustainability/ESG
● ● ●● ●
Regional Networks
(Manawatū/Canterbury/Central Otago)
● ● ●● ●
70

2.3 Letters of Appointment
All Directors have entered into written agreements with Promisia establishing the terms of their appointment
including:
• a description of their role as Director;
• the expected time commitment to their role;
• remuneration and other entitlements; and
• indemnity and insurance arrangements.
Newly elected Directors are expected to familiarise themselves with their obligations under the constitution,
Board Charter and the NZX Listing Rules.
2.4 Director Details
As at 31 March 2026, the Board comprised of five directors:
Rhonda Sherriff Independent Board ChairAppointed 13 July 2023
Thomas Brankin Non-independent Executive Director
1
Appointed 7 May 2013
Craig PercyNon-independent Director
2
Appointed 19 August 2022
Jill HatchwellIndependent DirectorAppointed 28 August 2023
Re-Appointed 6 November 2024
Tony MortensenNon-independent DirectorAppointed 2 September 2024
1
As announced to the market on 16 March 2026, Thomas Brankin will cease to provide executive services to Promisia from the
2026 annual shareholders meeting and will continue in office as a non-independent director.
2
As announced to the market on 16 March 2026, Craig Percy has been determined by the Board to resume as an independent
director with effect from 31 May 2026.
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 an executive role in Promisia within the
last three years of their appointment.
The Board has determined that as at 31 March 2026 Thomas Brankin, Craig Percy and Tony Mortensen are
non-independent directors on the following basis:
Thomas Brankin has an interest in approximately 43% of the shares in Promisia. He also, as at 31 March 2026,
held an Executive role within the Company.
Craig Percy was initially appointed to the Board as an independent director in August 2022. On 20 September
2024, Craig entered into a short-term executive arrangement with Promisia to provide leadership support
while a permanent Chief Operating Officer was recruited. The Board re-evaluated Craig’s directorship status
at that time to be a non-independent executive director. On 13 June 2025, Craig Percy ceased his executive
arrangement with Promisia and, as such, his directorship status returned to being a non-executive Director.
The Board has determined that following completion of FY26 reporting, Craig Percy will return to being an
independent 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.
PROMISIA HEALTHCARE: ANNUAL REPORT 2026 71

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 2026, 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 2026, females represented 29% of Directors and senior managers of Promisia. This is a 4
percentage point decrease on the percentage of female Directors and senior managers of Promisia in the last
reporting period (FY25: 33%). Promisia has 467 employees of which 19% are male and 81% are female. The
following table outlines the gender composition of Directors and senior managers as at 31 March 2026:
As at 31 March 2026FY26 MaleFY26 FemaleFY25 MaleFY25 Female
Directors3232
Senior managers 2010
Total5242
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.
2.8 and 2.9 Director Independence
Due to changes within the Board and senior management this year, the majority of Promisia’s directors
were not independent. As at 31 March 2026, the Board comprised of two Independent Directors, two non-
independent Directors and one executive Director.
On 1 June 2026, Promisia will have a majority of independent directors on its Board. The Board has
determined that Craig Percy will, from 31 May 2026, resume office as an independent director. Craig
ceased to be an independent director when he assisted Promisia by providing executive services for an
approximately six-month period while Promisia recruited a new Chief Operating Officer. Graeme Dodd was
appointed as Chief Operating Officer in May 2025 ending that provision of services from Craig. While the NZX
72

Corporate Governance Code suggests that a person who has served as an executive might not be considered
independent for three years after ceasing to be an executive, the Board considered that one year was a more
reasonable period for Craig to return to independent director status given that:
– his executive role was only for six months and on a part-time basis.
– his executive role involved providing temporary operational leadership rather than longer-term strategic
or financial decision making.
– by 31 May 2026 all statutory financial reporting covering the period in which he provided executive
assistance will have been completed.
2.10 Separation of Chair and Senior Management
The Board supports a separation of the role of Chair from senior management. Promisia’s Chair, Rhonda
Sherriff, is an Independent, non-executive Director.
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
Governance and 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 direction of
Promisia and forward-looking business plans. Video and/or phone conferences are also used as required.
The table below sets out Director attendance at Board and Committee meetings during FY26.
Board Meetings
Risk Audit and
Assurance Committee
Governance and
Remuneration
Committee
Total number of
meetings held
1023
Rhonda Sherriff1023
Jill Hatchwell1023
Craig Percy1011
Tom Brankin1010
Tony Mortensen1023
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 Risk, Audit and Assurance Committee
is responsible for:
• assisting the Board in carrying out its responsibilities concerning accounting practices, policies and
controls relative to Promisia’s financial position.
PROMISIA HEALTHCARE: ANNUAL REPORT 2026 73

• making appropriate enquiries into any audit of Promisia’s financial statements, including providing
the Board with additional assurance about the quality and reliability of any financial information issued
publicly by Promisia from time to time;
• reviewing the operation and effectiveness of Promisia’s internal controls and risk management practices
in consultation with senior management (see Principle 6 (Risk Management) below);
• providing an avenue of communication between auditors and Directors, particularly in relation to financial
reporting and risk management matters; and
• otherwise maintaining Promisia’s relationship with external auditors (see Principle 7 (Auditors) below).
The Committee operates under the Risk, Audit and Assurance Committee Charter, which is published on the
Company’s website, and comprises of non-executive directors, being Tony Mortensen (Chair), Jill Hatchwell
and Rhonda Sherriff.
The Board has appointed the members of the Risk and 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.
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 Risk, Audit and Assurance 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 Risk, Audit and Assurance Committee, and the majority of the committee members are independent
directors. The Board re-assessed the position of Chair of the Risk, Audit and Assurance Committee in FY26
and determined that it remains appropriate for Tony to continue as Chair, despite his non-independent
status. The Board considers that Tony’s extensive experience in financial reporting and audit matters,
particularly in the context of the Board’s skill matrix, means he is best placed to provide effective
leadership of the Risk and Audit Committee. A majority of the members of the Risk and Audit Committee
are independent, and the Board is satisfied that appropriate processes are in place to identify and manage
any actual or perceived conflicts of interest.
3.2 Meeting attendance by non-committee members
Directors who are not members of the Risk, Audit and Assurance Committee are able to attend Risk, Audit
and Assurance Committee meetings as they wish. Employees may only attend those meetings at the
invitation of the Risk, Audit and Assurance Committee.
Directors who are not members of the Governance and Remuneration Committee are able to attend
Governance and 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
Governance and Remuneration Committee meetings at the invitation of the Committee.
3.3 Governance and Remuneration Committee
The Governance and 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 Governance and Remuneration Committee Charter, which is published on
the Company’s website, and comprises of non-executive directors, 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 considers 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. The 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-&-policie
s.
PROMISIA HEALTHCARE: ANNUAL REPORT 2026 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 Risk, Audit and Assurance 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 2026, the Directors believe that proper accounting records have been kept
which enable, with reasonable accuracy, the determination of the financial position of Promisia and facilitate
compliance with the Companies Act 1993 and the Financial Markets Conduct Act 2013. Promisia’s full and half
year financial statements are available on Promisia’s website.
4.4 Non-financial Reporting
Promisia is committed to using its resources responsibly and will look for opportunities to reduce any
negative environmental risk or impact from business operations, products and services. The Board
encourages diversity and will not knowingly participate in business situations where Promisia could be
complicit in human rights and labour standard abuses.
Promisia discusses its non-financial objectives and its progress against these objectives in the Chair and
senior management’s commentary in shareholder reports, and at other investor events during the year
including investor presentations and the Annual Shareholders’ Meeting.
Given Promisia’s size, the Board has elected not to adopt a formal environmental, social and governance
framework. 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 believes 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.
76

Directors are entitled to be reimbursed for costs 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.
Further details of Director remuneration in FY26 can be found in the Remuneration Report on page 84 of the
Annual Report.
5.2 Remuneration of Executives
Promisia’s executive remuneration policy is set out in the Remuneration Report, at page 82 of the Annual
Report.
5.3 Remuneration of the CEO
Please refer to page 82 of the remuneration report.
PRINCIPLE 6: RISK MANAGEMENT
“Directors should have a sound understanding of the material risks faced by
the issuer and how to manage them. The Board should regularly verify that
the issuer has appropriate processes that identify and manage potential and
material risks.”
6.1 Risk Management Framework
Promisia is committed to managing risks proactively. The Risk, Audit and Assurance 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 59 to 62 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.
PROMISIA HEALTHCARE: ANNUAL REPORT 2026 77

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. Promisia will use its
proven infection control policies and practices, amended as
required, to manage any new viral outbreaks.
OccupancyTo generate revenue and cover its costs, Promisia must maintain
certain levels of occupancy at its facilities. Any significant drop in
occupancy will have a financial impact on Promisia’s earnings.
Property MarketA downturn in the national or regional property market could
impact the demand for and Promisia’s ability to sell or re-sell units
and, to a lesser extent, care suites, as well as the value that can
be achieved on the sale or resale of a unit or care suite and the
timeframe to complete such sales. As Promisia’s village units and
care suite portfolio increases in size, a sustained downturn in the
national or regional property market could have a material adverse
effect on financial performance.
Property DevelopmentPromisia’s 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 two key internal assurance functions that report directly 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 FY26 that were notifiable to WorkSafe.
78

PRINCIPLE 7: AUDITORS
“The Board should ensure the quality and independence of the external
audit process.”
7.1 External Auditors
The Risk, Audit and Assurance Committee Charter governs the Board’s relationship with its external auditors.
Promisia’s compliance with the Risk, Audit and Assurance Committee Charter ensures that:
• audit independence is maintained, both in fact and appearance, such that Promisia’s external financial
reporting is viewed as being reliable and credible.
• free and open communication between the Directors and external auditors is maintained.
• In relation to Promisia’s relationship with external auditors, the Risk, Audit and Assurance Committee
is responsible for reviewing and enquiring into Promisia’s financial statements, including providing
the Board with additional assurance about the quality and reliability of any financial information issued
publicly by the Company from time to time.
• Approving the auditor’s engagement letter and setting audit fees.
• Pre and post audit meetings, including any meetings with auditors or senior management as required.
• Reviewing the Company’s annual audit plan and audit timetable.
• Reviewing the management letter, auditor performance and ensuring rotation of the audit partner.
• Approving any non-audit engagements performed by the audit firm.
For FY26, 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 FY26. The amount of fees paid to William Buck
during FY26 is identified on page 33.
William Buck has provided the Risk, Audit and Assurance Committee with written confirmation that, in its
view, it was able to operate independently during the year.
7.2 Auditor attendance at the Annual General Meeting
William Buck is available to attend each Annual Meeting of the Company (either virtually or in person), and
the Audit Director is available to answer questions from shareholders at that Meeting.
7.3 Internal Audit
Promisia does not have a dedicated Internal Auditor role. Promisia has several internal controls overseen
by the Risk, Audit and Assurance Committee, including controls for computerised information systems,
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 HEALTHCARE: ANNUAL REPORT 2026 79

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, and a point of contact for
shareholders to get in touch with the Company.
8.2 Investor communication
Written communications and reports are available on the Company’s website, as well as emailed to
shareholders that elect to be emailed. All shareholders are given the option to elect to receive electronic
communications from the Company.
NZX announcements are also available on the NZX website
www.nzx.com/companies/PHL/
announcements
.
In addition to shareholders, Promisia has a wide range of stakeholders and maintains open channels of
communication for all audiences, including the investing community, Promisia’s staff and residents and
parties involved in the aged care industry.
8.3 Voting on major decisions
In accordance with the NZX Listing Rules, shareholders have the right to vote on major decisions which may
change the nature of the Company. Each shareholder has one vote per share and voting is conducted by polls.
On 26 August 2025, 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
To record the re-appointment of William Buck New Zealand as auditor of the
Company and to authorise the directors to fix the auditor’s remuneration for
the ensuing year.
30,386,8630
That Jill Hatchwell, who was appointed as a Director by the Board during the
year, be elected as a director of Promisia.
30,369,63719,952
That Thomas Brankin, who retires by rotation and is eligible for re-election,
be re-elected as a director of Promisia.
30,308,38280,080
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
Promisia made no equity offers during FY26.
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. 24 working days’
notice of the annual shareholders meeting was provided in July 2025.
Variance to NZX Corporate Governance Code in FY26
The following variances to the NZX Corporate Governance Code have occurred in FY26 and been approved
by the Board.
80

NZX Code Principle
NZX Code
RecommendationKey DifferenceStatus
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 have a majority
of independent directors on
its Board on 1 June 2026.
Audit Committee3.1 the chair of the
audit committee
should be an
independent director
and not the chair of
the Board.
The Risk, Audit and
Assurance 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
Risk, Audit and Assurance
Committee.
The Board will reassess
the position of Chair of the
Risk, Audit and Assurance
Committee in the next
financial year.
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.
Remuneration Report
Remuneration Governance
The Board has established a Governance and Remuneration Committee 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.
PROMISIA HEALTHCARE: ANNUAL REPORT 2026 81

The Committee operates under the Remuneration Committee Charter, which is available to view on the
company website (
https://www.promisia.co.nz/investor-centre/#governance-&-policies), and
comprises of non-executive directors, being Rhonda Sherriff (Chair), Tony Mortensen and Jill Hatchwell.
Executive Remuneration Policy
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.
Long-Term Incentives (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) offered 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 convert into ordinary shares in
Promisia. The shares issued upon conversion of the RSUs are issued on the same terms and rank equally in
respects with Promisia’s shares quoted on the NZX. Vesting periods 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. The value of
RSUs issued to senior managers is determined by reference to their prevailing base salary and the duration of
the vesting period.
Short-Term Incentives
During FY26 the Board agreed a short-term incentive with the Chief Operating Officer and awarded a
discretionary bonus to the Chief Financial Officer. The Board determines short term incentive targets based
on achievement of Promisia’s key short-term objectives to deliver value for its shareholders. That target
for FY26 was (and for FY27 is) the delivery and/or overachievement of a budgeted Group EBITDA target. In
particular, for FY27 each of the COO and CFO may receive:
– If budgeted Group EBITDA is achieved, a gross cash payment of $30,000.
– If more than 105% of budgeted Group EBITDA is achieved, a further gross cash payment of $10,000.
– If more than 110% of budgeted Group EBITDA is achieved, a further gross cash payment of $10,000.
CEO Remuneration and outcomes
Promisia operates under a dual leadership model.
Francisco Rodriguez Ferrere, originally appointed as General Manager – Finance, was promoted to Chief
Financial Officer (CFO) in January 2025. Graeme Dodd joined Promisia as Chief Operating Officer (COO) in
June 2025. The CFO and COO serve as executive peers, jointly covering the responsibilities typically held by
a CEO and each of them report directly to the Board.
Both roles are eligible to participate in Promisia’s RSU Scheme as described above. During FY26, both
Graeme Dodd and Francisco Rodriguez Ferrere received RSU allocations under this scheme, subject to
vesting conditions.
82

Fixed Remuneration
Short
Term
Incentive
(STI)Other
Long Term Incentive
(LTI)
Base
Salary
Other
BenefitsEarned
Discretionary
Bonus
Total cash-
based
remuneration
earned
Number
of
shares
vested
Aggregate
Market
Price at
vesting
Total
Remuneration
FY26 Outcome
COO
1
$217,885-$40,000-$257,885--$257,885
CFO$262,691--$15,000$277,69136,600$15,800$293,491
Craig
Percy
2
$35,580---$35,580--$35,580
FY26
Total
$516,156$40,000$15,000$571,15636,600$15,800$586,956
FY25 Outcome
Karen
Lake
3
$108,654---$108,65461,000
4
$30,500$139,154
Craig
Percy
$123,990---$123,990--$123,990
CFO
5
$235,385---$235,38560,000$16,980$252,365
FY25
Total
$468,029---$468,029121,000$47,480$515,509
1
Graeme Dodd joined Promisia as COO on 9 June 2025.
2
Craig Percy assisted Promisia on a short term basis as general manager of operations from September 2024 until May 2025.
3
Karen Lake resigned as Group General Manager on 15 January 2025.
4
Figure converted to reflect the 500:1 share consolidation.
5
Francisco Rodriguez Ferrere was promoted to Chief Financial Officer effective 1 January 2025.
A short-term incentive target had not been agreed with the CFO for FY26. However, due to the exceptional
financial performance of Promisia during FY26 a discretionary gross cash payment of $15,000 was paid to the
CFO and the vesting of 50,000 RSUs was accelerated by approximately 8 months.
A short-term incentive target was agreed with the COO upon his commencing employment with Promisia in
May 2025 (as outlined above). 104% of budgeted Group EBITDA was achieved but recognising the significant
progress that the COO has made in less than one full year in the role, the Board exercised its discretion to pay
the short-term incentive as if 105% of budgeted Group EBITDA had been achieved resulting in a discretionary
gross cash payment of $40,000 being paid to the COO for FY26.
Long-Term Incentive
300,000 RSUs were each issued to Graeme Dodd and Francisco Rodriguez Ferrere on 19 May 2025. The
number of RSUs issued was determined as a proportion of their respective base salaries. Subject to their
continuous employment, the RSUs will vest 3 years after issue. Vesting is not subject to any performance
hurdles reflecting their nature as a retention incentive.
The balance of Francisco Rodriguez Ferrere’s RSUs yet to be vested as at 31 March 2026 is 300,000.
The balance of Graeme Dodd’s RSUs yet to be vested as at 31 March 2026 is 300,000.
Remuneration Bands
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 2026 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:
PROMISIA HEALTHCARE: ANNUAL REPORT 2026 83

Remuneration FY26 No. of
Employees
FY25 No. of
Employees
$100,001 - $110,000 159
$110,001 - $120,0003-
$120,001 - $130,00012
$130,001 - $140,000 21
$140,001 - $150,00011
$150,001 - $160,0001-
$170,001 - $180,0001-
$200,001 - $210,000 -1
$240,001 - $250,000 -1
$250,001 - $260,00011
$270,001 - $280,0001-
Director Remuneration
The Remuneration Committee is responsible for reviewing and recommending Director’s remuneration to
the Board from the shareholder approved director fee pool. Directors are entitled to be reimbursed for costs
directly associated with carrying out their duties, including travel costs. Board policy is that no sum is paid to
a non-executive Director upon retirement or cessation of office.
Under the NZX Listing Rules, 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 Director fees for comparable
listed companies and companies operating in similar sectors to Promisia.
The Director fees were reallocated between the Directors upon completion of the review, effective on and
from October 2022.
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.
Details of Director remuneration in FY26 is detailed below:
Director FeesCommittee Fees
Fees for
Additional
ServicesFY26 total
Rhonda Sherriff$75,000--$75,000
Jill Hatchwell$45,000--$45,000
Thomas Brankin--$120,000$120,000
Craig Percy$45,000-$35,580$80,580
Tony Mortensen$45,000--$45,000
Total Fees$210,000-$155,580$365,580
84

Fees for additional services
Promisia and Thomas Brankin entered into an Agreement to Provide Services on 1 April 2023. Under this
Agreement, Thomas Brankin is paid $120,000 annually for his executive services including various due
diligence investigations on potential acquisitions and investing other development initiatives at Promisia’s
existing facilities. As announced to the market on 16 March 2026, Thomas Brankin will step down from his
executive role with effect from the 2026 annual shareholders’ meeting and will continue as a non-executive
Director. From this time he will resume receiving standard Directors fees.
Craig Percy was paid a total of $35,580 during FY26 under the Agreement to Provide Services described
below. On 13 June 2025, after Promisia appointed Graeme Dodd as Chief Operating Officer, Craig Percy
ceased to provide executive services to Promisia under the below Agreement to Provide Services and his
director status was changed to non-executive Director.
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 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 will terminate with
effect from Promisia’s 2026 annual shareholders’ meeting. 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).
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 appointed a new Chief Operating Officer. Under the Services Agreement, Craig Percy
provided 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 was in addition to his Director fees for acting as a Director of Promisia.
This agreement was terminated once Graeme Dodd was appointed Chief Operating Officer in June 2025.
Promisia relied on the exception under Rule 5.2.2(e) of the NZX Listing Rules to enter into the Agreements
above.
Additional Statutory Information
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 2026. Particulars of entries made during the year to 31 March 2026 are
noted in brackets, for the purposes of section 211(1)(e) of the Companies Act 1993.
PROMISIA HEALTHCARE: ANNUAL REPORT 2026 85

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
(24 Newbery Limited)(Director and Shareholder)
Jill Hatchwell Air Ops NZ LimitedDirector
Aorere Resources LimitedDirector and Shareholder
Chatham Rock Phosphate Limited (and
subsidiaries)
Director
Chatham Rock Phosphate Limited
(Canadian Company)
Director and Shareholder
Civil Aviation AuthorityBoard Member
Mineral Investments LimitedDirector
Nevay Holdings LimitedDirector and Shareholder
Wellington Regional Economic
Development Agency Limited
Director
Craig PercyCrafted Solutions LimitedDirector and Shareholder
The Orchards Limited PartnershipLimited Partner
(Mapua Lifestyle Properties Limited)(Director and Shareholder)
(Craig Percy Family Home 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
(Eileen Mary Holdings Limited)(Director and Shareholder)
Tony MortensenMortensen Holdings LimitedShareholder
The Terrace at the Ridge LimitedDirector and Shareholder
Mortensen Family TrustSettlor, Trustee and Beneficiary
Asset Management LimitedCEO
AIS Tourism LimitedDirector
Matrix Security Group LimitedDirector
Save a Watt LimitedDirector
(Stray Limited)(Director)
(The Canterbury Foundation Limited)(Director)
(Canterbury Finance Limited)(Director)
86

Directors’ Share Dealings
In accordance with the Companies Act 1993 between 1 April 2025 and 31 March 2026 the Board received no
disclosures from Directors of acquisitions and dispositions of relevant interests in financial products issued
by the Company. Accordingly, no details of any such dealings were entered in the Company’s interests
register.
Directors’ Shareholdings Interests
As at 31 March 2026, 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 2026.
Company Directors
Ranfurly Manor LimitedRhonda Sherriff
Thomas Brankin
Francisco Rodriguez Ferrere
Graeme Dodd
Ranfurly Manor No: 1 LimitedRhonda Sherriff
Thomas Brankin
Francisco Rodriguez Ferrere
Graeme Dodd
Nelson Street Rest Home LimitedRhonda Sherriff
Thomas Brankin
Francisco Rodriguez Ferrere
Graeme Dodd
Aldwins House LimitedRhonda Sherriff
Thomas Brankin
Francisco Rodriguez Ferrere
Graeme Dodd
Aged Care Holdings LimitedRhonda Sherriff
Thomas Brankin
PROMISIA HEALTHCARE: ANNUAL REPORT 2026 87

Promisia LimitedRhonda Sherriff
Thomas Brankin
Francisco Rodriguez Ferrere
Graeme Dodd
Benefit Arthritis LimitedThomas Brankin
Promisia Trustee LimitedRhonda Sherriff
Thomas Brankin
Aldwins Retirement Village LimitedRhonda Sherriff
Thomas Brankin
Francisco Rodriguez Ferrere
Graeme Dodd
EMAC Holdings LimitedThomas Brankin
Francisco Rodriguez Ferrere
Graeme Dodd
EMAC 2 Limited
1
Rhonda Sherriff
Thomas Brankin
Francisco Rodriguez Ferrere
Graeme Dodd
EMAC 1 Limited
2
Rhonda Sherriff
Thomas Brankin
Francisco Rodriguez Ferrere
Graeme Dodd
Thyme Care Properties LimitedRhonda Sherriff
Thomas Brankin
Francisco Rodriguez Ferrere
Graeme Dodd
Golden View Village LimitedRhonda Sherriff
Thomas Brankin
Francisco Rodriguez Ferrere
Graeme Dodd
Golden View Care LimitedRhonda Sherriff
Thomas Brankin
Francisco Rodriguez Ferrere
Graeme Dodd
Thyme Care LimitedRhonda Sherriff
Thomas Brankin
Francisco Rodriguez Ferrere
Graeme Dodd
88

1
EMAC 2 Limited was removed from the Companies Office register pursuant to section 318(2)(a) of the Companies Act 1993 on
17 April 2026.
2
EMAC 1 Limited was removed from the Companies Office register pursuant to section 318(2)(a) of the Companies Act 1993 on 4
May 2026.
SPREAD OF SECURITY HOLDERS
As at 31 March 2026:
Size of Shareholding Number of HoldersTotal Shares Held % of Shares
1-1,0008954,0220.10%
1,001-5,000248668,5951.27%
5,001-10,00077606,8951.15%
10,001-50,0001122,750,6955.22%
50,001-100,000231,629,1303.09%
100,001 or more 4647,020,21389.17%
Total59552,729,550100.00%
TOP 20 SHAREHOLDERS
The names and holdings of the twenty largest registered shareholders in the Company as at 31 March 2026
were:
Total Shares Held% of Shares
Thomas David Brankin & Michael John Kirwin Lay22,535,796 4 2 .74%
Asset Management Limited5,000,0009.48%
Jillian Mary O’Brien & Hamish William O’Brien & Michael
James Creed
2,178,6584.13%
Andrew Raymond Mitchell2,044,2053.88%
Donald Hamish Mackintosh1,766,2453.35%
Public Trust Limited1,185,0002.25%
Christchurch Treeman Limited1,000,0001.90%
Derek Montgomery Daniel & Aka Trustees 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%
New Zealand Depository Nominee493,3280.94%
PROMISIA HEALTHCARE: ANNUAL REPORT 2026 89

Douglas John Braithwaite458,0000.87%
3 J’S Limited 449,3920.85%
Andrew Paul Lissaman Everist438,6830.83%
Ian David Penny & Alexander James McPhail
& David Kenneth Brown
400,0000.76 %
Craig Barry Percy400,0000.76 %
Paul Ainsworth388,7780.74%
George Craig Royal 387,0180.73 %
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 2026 are:
Substantial Product Holder Number of Shares
Thomas David Brankin & Michael John Kirwin Lay22,535,796
Asset Management Limited5,000,000
Total shares on issue as at 31 March 202652,729,550
Substantial Product Holder Number of Warrants
Asset Management Limited15,000,000
Withlaro Holdings Limited1,500,000
Algidus Investments Limited1,500,000
Total warrants on issue as at 31 March 202628,350,000
OTHER INFORMATION
Auditor’s Fees
For FY26, William Buck Audit (NZ) Limited was the external auditor for the Company.
During the year ended 31 March 2026, the amount payable by the Company to William Buck as audit and
review fees was $95,000. The amount of fees payable to William Buck for non-audit work during the year
ended 31 March 2026 was nil. This is detailed in Note 5 of the Financial Statements.
Donations
The Company made no donations during the period 1 April 2025 to 31 March 2026.
NZX Waivers
There were no waivers granted by NZX or relied on by the Company in the 12 months preceding
31 March 2026.
90

Directory
Registered office
Duncan Cotterill
Level 5, 50 Customhouse Quay
Wellington, 6011
Directors
Thomas Brankin
Craig Percy
Rhonda Sherriff
Tony Mortensen
Jill Hatchwell
Auditor
William Buck Audit (NZ) Limited
Bank
Bank of New Zealand
Solicitors
Duncan Cotterill
Wellington
PROMISIA HEALTHCARE: ANNUAL REPORT 2026

www.promisia.co.nz