What did Promisia Healthcare Limited announce?

Promisia Healthcare Limited (NZX: PHL) filed “PHL HY27 results: first dividend and upgraded guidance” with NZX on 10 November 2026, as a half year results announcement.

From the announcement:“Promisia lifts earnings 50% and announces first interim dividend Promisia Healthcare Limited (Promisia) (NZX: PHL) has announced its unaudited results for the six months ended 30 September 2026 (HY27), reporting further growth in earnings and Operating Free Cash Flow, sustained high occupancy and its first interim dividend.”
When was it filed?
10 November 2026
Where is the original?
NZX announcement
Promisia Healthcare Limited logo

PHL HY27 results: first dividend and upgraded guidance

Half Year Results10 November 2026PHLHealthcare

Half Year Results to September 2026
11 November 2026

PROMISIA HEALTHCARE HY27 INTERIM RESULTS

Promisia lifts earnings 50% and announces first interim dividend

Promisia Healthcare Limited (Promisia) (NZX: PHL) has announced its unaudited results for the six

months ended 30 September 2026 (HY27), reporting further growth in earnings and Operating Free

Cash Flow, sustained high occupancy and its first interim dividend.

HY27 Results Summary:

• Operating revenue increased 14% to $21.80 million.

• Underlying EBITDAF

1

increased 50% to $3.83 million, from $2.55 million in HY26.

• Net profit after tax of $1.32 million, compared with a loss of $49,000 in HY26.

• Operating Free Cash Flow

2

improved to $1.02 million, compared with a deficit of $0.38

million in HY26.

• First fully imputed interim cash dividend pool of $390,000, representing approximately

38.2% of first-half Operating Free Cash Flow.

• Group care occupancy remained above 95% throughout the half, averaging approximately

96% in September.

• Chatswood Retirement Village acquisition completed on 1 October 2026, with earnings

contributing from the second half.

• FY27 underlying EBITDAF guidance increased to at least $9.0 million, including Chatswood’s

second-half contribution.


Promisia Chair Rhonda Sherriff said: “The first half has built on the progress we made in FY26. We

have sustained high occupancy, maintained control of our costs and converted that performance

into stronger earnings and Operating Free Cash Flow.

“Our first interim dividend is an important milestone for Promisia and our shareholders. It reflects

the progress across our homes and villages and the Board’s confidence in the business, while

retaining funds to maintain our facilities, manage debt and support future growth.”

Financial performance

Operating revenue increased 14% to $21.80 million, from $19.18 million in HY26. The improvement

was driven by higher care occupancy sustained throughout the period, together with increased care

rates.

Operating expenses increased 6% to $16.32 million, from $15.45 million, below the rate of revenue

growth. Efficient rostering, supplier consolidation and continued cost discipline allowed more of the

additional revenue to flow through to earnings.

Underlying EBITDAF increased 50% to $3.83 million, from $2.55 million in HY26. Aldwins House,

Nelson Street and Ranfurly Manor were the main contributors to the improvement.


1

EBITDAF is operating earnings before interest, tax, depreciation, amortisation and fair value adjustments and is a non-GAAP number.

Underlying EBITDAF excludes 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.


2

Operating Free Cash Flow is calculated from underlying EBITDAF, less cash interest, committed debt repayments, cash tax payable and

maintenance capital expenditure. It is a non-GAAP financial measure. HY27 uses actual cash maintenance capital expenditure; HY26 used

depreciation as a proxy.


Borrowing costs reduced 25% to $0.86 million, from $1.15 million in HY26, reflecting the refinancing

completed in FY26 and lower underlying interest rates. Finance costs also included $0.50 million of

non-cash imputed interest associated with the Golden View vendor loan and convertible notes,

compared with $0.74 million in HY26.

Profit before tax increased to $2.02 million, from $0.24 million in HY26. Net profit after tax was

$1.32 million, compared with a loss of $49,000 in the prior corresponding period.

Operating Free Cash Flow improved to $1.02 million after allowing for cash interest, committed debt

repayments, cash tax payable and maintenance capital expenditure, compared with a deficit of

$0.38 million in HY26. This provides the basis for the first interim dividend.

Operational performance

Group care occupancy remained above 95% throughout the half, building on the improvement from

87% to 94% during FY26. Key contributors were Nelson Street, Ranfurly Manor and Aldwins House.

Nelson Street averaged 100% occupancy in September following its conversion to dementia care and

introduction of hospital-level care. Ranfurly Manor averaged 99%, while Aldwins House reached

97%, supported by continued improvements in clinical standards and communication with residents

and families. A staged interior refresh at Aldwins is also underway.

Across the Group, procurement initiatives and consistent operating processes continue to support

cost control and care quality. Solar installations at Ranfurly Manor and Nelson Street are also

reducing electricity costs.

First interim dividend

Promisia’s dividend policy provides for ordinary dividends of 20% to 40% of Operating Free Cash

Flow. The Board has declared a fully imputed interim cash dividend pool of $390,000, representing

approximately 38.2% of first-half Operating Free Cash Flow. Based on 54,218,650 ordinary shares on

issue, this equates to an indicative gross dividend of 1.00 cent per share, comprising 0.72 cents cash

and 0.28 cents imputation credits.

The record date will be 26 November 2026, with payment on 3 December 2026. Warrant holders

wishing to participate should submit their exercise forms and cleared funds by 18 November 2026 to

allow processing before the record date. The total cash dividend pool is fixed at $390,000, with the

final per-share amount calculated using eligible ordinary shares on the record date.

Balance sheet and Chatswood acquisition

At 30 September 2026, bank loan-to-value ratio was 31.5%, compared with 31.8% at 31 March 2026.

The Group had $2.7 million of undrawn bank facilities and $1.25 million held in escrow for the

Chatswood acquisition.

Net tangible assets per share increased approximately 2% to $1.11, from $1.09, without a half-year

revaluation of the property portfolio.

Promisia completed the $25 million acquisition of Chatswood Retirement Village in Christchurch on

1 October 2026. Chatswood’s mix of care beds, care suites and serviced apartments complements


Aldwins House’s care-only model, providing greater choice for residents and opportunities to share

expertise and resources.

The cash consideration was funded principally through $20 million of new BNZ facilities and existing

liquidity. Bank loan-to-value ratio immediately following completion was approximately 43%. Surplus

Operating Free Cash Flow and any further proceeds from warrant exercises are expected to support

debt reduction.

Golden View Village ownership

Promisia secured an option on 29 September 2026 to accelerate full ownership of the Golden View

Village land and assets it currently leases. Subject to financing, completion is targeted for early

March 2027, ahead of August 2028. Full ownership would allow Promisia to retain all future village

net resale proceeds, remove vendor repayment commitments and eliminate potential dilution from

the remaining convertible notes.

Outlook

Promisia has increased its FY27 underlying EBITDAF guidance from at least $8.0 million to at least

$9.0 million. Sustained high occupancy, Chatswood’s contribution from 1 October 2026 and the 4%

care funding increase introduced in July are expected to support further earnings growth and

stronger Operating Free Cash Flow.

The Group’s focus remains on maintaining care occupancy above 95%, successfully integrating

Chatswood and maintaining operating discipline across the Group. Development opportunities will

be assessed against expected returns and the ability to fund them sustainably.

Promisia enters the second half with confidence. Stronger earnings and cash generation provide a

clear platform for shareholder returns and disciplined growth.

ENDS

Approved for release by Promisia Chair, Rhonda Sherriff

For media or investor assistance, please contact: Francisco Rodriguez Ferrere, Chief Financial Officer

Phone: +64 21 245 1801 or email: Francisco.rf@promisia.co.nz

About Promisia Healthcare

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. We aim to be the provider of choice in each community we operate in, with care facilities

and retirement villages in well-established, well-serviced towns and metropolitan areas. We are

committed to growing sustainably and profitably by doing the basics exceptionally well: delivering

quality care to residents, peace of mind to families and whānau, and long-term value for our care

homes, villages, communities and shareholders. Promisia is listed on the NZX (NZX: PHL).

http://www.promisia.co.nz.

---

FOR THE SIX MONTHS ENDED
30 SEPTEMBER 2026

INTERIM

REPORT

Contents
Promisia at a Glance 3

Chair’s Report 4

Key Financials and Operations 6

Operations Report 7

Occupancy

as at September 2026 9

Financial Review 10

Cash Flow and Dividend 12

Unaudited Consolidated Interim Financial Statements 13

Condensed Consolidated Statement of Comprehensive Income 14

Condensed Consolidated Statement of Financial Position 15

Condensed Consolidated Statement of Changes in Equity 16

Condensed Consolidated Statement of Cash Flows 17

Notes to Financial Statements 18

Directory 32

Cover photo: Ranfurly Manor.

Ranfurly Manor.

PROMISIA HEALTHCARE: INTERIM REPORT 2026 2

PROMISIA HEALTHCARE: INTERIM REPORT 2026 3
Promisia at a Glance

269

Incredible

Caregivers

Invaluable

Support &

Admin Staff

212

Trusted

Registered

Nurses

70

Residents

745

Care Beds

430

Villas

156

Care Suites /

Apartments

147

Feilding

Christchurch

Cromwell

Ranfurly Manor

Nelson Street

Aldwins House

Chatswood

Ripponburn

Golden View

Portfolio figures include Chatswood

Retirement Village, acquired on 1 October

2026, immediately after the half-year

reporting date of 30 September 2026.

Promisia has sustained the momentum of
FY26 with higher earnings and stronger

cash generation in the first half of FY27.

This performance has enabled our first

interim dividend and strengthened our

capacity to invest in our homes and

villages.

Group care occupancy remained above 95%

throughout the half despite a demanding winter

illness season. Our teams worked hard to protect

residents and maintain care standards, with high-

quality care remaining a priority for our business as

we grow. Sustained high occupancy and disciplined

cost management increased underlying EBITDAF by

50% to $3.83 million from $2.55 million in HY26.

The Board has declared Promisia’s first interim

dividend under the cash-based policy introduced

for FY27. This reflects our confidence in the

business and the improvement in cash generation.

The policy allows shareholders to share in that

progress while retaining the funds needed to

maintain our homes and villages, manage debt and

support future growth.

Our regional model

Promisia’s regional model brings together local

leadership and shared Group capability across

Feilding, Cromwell and Christchurch. It gives

residents a broader range of care and lifestyle

options within each region and helps us manage our

resources more effectively.

We have used our scale to consolidate suppliers

across cleaning, laundry and household supplies

Chair’s Report

and secure

competitive Group

pricing for electricity.

We have also

maintained discipline

around rostering and

staffing to control

costs while ensuring appropriate staffing levels.

These initiatives support consistent performance

across our homes and villages as the portfolio

grows.

Welcoming Chatswood

Chatswood Retirement Village joined Promisia on

1 October 2026, after the half-year end. Alongside

Aldwins House, it gives us two of the largest care-

focused sites in east Christchurch. Chatswood’s mix

of care beds, care suites and serviced apartments

complements Aldwins’ care-only model. Together,

the sites give residents greater choice across care

needs and price points and create opportunities

to share expertise and resources. Chatswood will

contribute to earnings from the second half.

Sector outlook

New Zealand’s ageing population and constrained

care capacity reinforce the need for a sustainable

funding model. The sector could face a shortfall

of around 9,000 to 12,000 residential care beds

by 2038, highlighting the need for investment in

additional capacity and services that support care

in the community.

The Aged Care Ministerial Advisory Group’s report,

released in August, is a positive step towards

Chair Rhonda Sherriff

Golden View Lifestyle Village.

PROMISIA HEALTHCARE: INTERIM REPORT 2026 4

addressing the sector’s funding challenges.
We see merit in many of its recommendations,

particularly those supporting sector viability and

investment in much-needed beds. We support

the Advisory Group’s work to date and the Aged

Care Association’s involvement in shaping

practical reforms, while recognising that some

proposals require further work with the sector.

The recommendations remain advisory, and we

will assess their implications for Promisia as the

Government responds.

We are also considering how our facilities and

expertise could support a broader range of

community services, including restorative care. Our

focus will be on services that meet local needs and

can be delivered sustainably.

Looking ahead

The Board’s priority is to balance shareholder

returns with reinvestment in our homes and

villages, debt reduction and disciplined growth. We

are assessing development opportunities across

the portfolio, with any commitment dependent

on the expected returns and our ability to fund it

sustainably.

Our track record of sustaining care occupancy

above 95% gives us confidence in the outlook

for the existing business. We have increased

FY27 underlying EBITDAF guidance from at least

$8.0 million to at least $9.0 million, reflecting

that performance and Chatswood’s second-half

contribution. Our focus remains on maintaining

these operating disciplines and integrating

Chatswood into the Group.

On 29 September 2026, we secured an option to

accelerate full ownership of the Golden View Village

land and assets we currently lease. Our intention is

to confirm financing over the coming months and

target accelerated completion in early March 2027,

bringing forward ownership from August 2028.

Full ownership would allow Promisia to retain all

future village resale proceeds and remove the

existing vendor repayment commitments. It would

also simplify the ownership and funding structure

and remove the potential dilution associated with

the remaining convertible notes. These benefits

would strengthen earnings and cash generation. We

will provide further details on the funding structure,

completion timing and financial impact once

financing arrangements are confirmed.

On behalf of the Board, I thank our people across

our homes, villages and support office for the care

and commitment they bring to their work every

day. I also acknowledge our executive team’s

contribution and thank our shareholders for their

continued support.

Aldwins House.

PROMISIA HEALTHCARE: INTERIM REPORT 2026 5

Operating free cash flow
$1.02m

+$1.40m vs HY26

Key Financials and Operations

FY27 underlying EBITDAF guidance vs FY26

at least

Sustained high occupancy and disciplined cost management

have delivered stronger earnings and cash generation,

supporting Promisia’s first interim dividend and further

investment in our homes and villages.

Operating revenue

$21.8m

+14% vs HY26

Underlying EBITDAF

$3.8m

+50% vs HY26

Group care occupancy

96%

90% (Sep 25)

NTA per share

$1.11

+2% vs Mar 26

Loan to Value Ratio

31.5%

31.8% (Mar 26)

35% growth to $9.0m

PROMISIA HEALTHCARE: INTERIM REPORT 2026 6

Operations Report
Building on a Strong FY26

The priorities we set out in FY26 were simple:

deliver good care, fill our beds, run our homes well

and be ready to grow. Our focus in the first half of

FY27 has been to build on those gains, continue to

make practical improvements across our homes

and villages, and be prepared for the addition of

Chatswood Retirement Village.

Our guiding principle has not changed: every bed

is a promise. Our product is care, and each time we

welcome a resident, we make a promise to them

and their family.

Occupancy

Occupancy is the main driver of our revenue, and we

have built on last year’s gains. In FY26, Group care

occupancy rose from 87% to over 94%. Through

the first half of FY27 it has been consistently above

95%, and we finished the half-year above 96%.

These results came through a demanding winter.

Rates of respiratory illness were high late in the

season and aged care homes across the country

experienced numerous outbreaks. Our teams

focused on infection prevention and control,

vaccination and resident wellbeing to limit the

impact on residents.

Feilding

Nelson Street averaged 100% occupancy in

September, the result we were aiming for following

the conversion to

dementia care and

introduction of

hospital-level care in

FY26.

Ranfurly Manor

averaged 99% occupancy

in September, driven by the team’s work to fill our

Occupancy Right Agreements (ORA) care suites.

Ranfurly is also a finalist in two categories at the

2026 Aged Care Association Awards: Food Service

Excellence and Environmental Sustainability. It is

the only care home in the country that is a finalist in

two categories.

Christchurch

Aldwins House occupancy is 97%, and the home

has begun a staged interior refresh to create a more

inviting and homely environment for residents and

families. Since joining in late 2025, Facility Manager

Debbie McCusker has focused on lifting clinical

standards and quality. She has introduced liaison

roles for residents and families, nursing and care

staff. This gives residents and families a direct line

to staff, so feedback is acted on quickly.

We began preparing for Chatswood Retirement

Village to join the Group during the due diligence

period, meeting with residents, families and staff

and working closely with the existing management

team ahead of completion on 1 October 2026. This

preparation has helped make the transition as

smooth as possible.

Nelson Street.

Chief Operating Officer

Graeme Dodd

PROMISIA HEALTHCARE: INTERIM REPORT 2026 7

Cromwell
Occupancy across our Cromwell homes was softer

during September following an extended period

of winter illness. Golden View averaged 95% and

Ripponburn 79%. Both homes have since begun to

recover, and underlying demand in Central Otago

remains strong.

In May 2026, Kate Little joined as Facility Manager.

A registered paramedic, Kate is well known across

Central Otago and previously oversaw home care in

the region and then went on to work for Te Whatu Ora

as a Needs Assessor. We have also promoted Salihi

Aminu, one of our highly experienced registered

nurses, to Clinical Manager at Golden View.

Operational improvements

Electricity is one of the larger running costs in our

care homes. This year we installed solar panels at

Ranfurly Manor and Nelson Street, making use of

their large roof areas and good sunshine hours. The

panels are reducing both our power costs and our

environmental impact. To date, they have generated

a combined 75 MWh of electricity, equivalent to

saving 34 tonnes of coal and avoiding 36 tonnes of

CO₂ emissions.

Promisia Beyond

In September, we ran our first Promisia Beyond

tour, Jewels of the North, an eight-night, nine-day

small-group tour taking residents to experience the

culture, sights and scenery of New Zealand’s Far

North. Resident feedback has been very positive

and many of the people who joined have already

enquired about the next tour. We see Promisia

Beyond as something we will continue to build on

and develop over time with Stray Tours, who we

have worked closely with to develop this offering.

Our people

Our staff are the ones who keep our promise to

residents and families. We continue to work hard

to attract, develop and retain great leaders, who

in turn attract, develop and retain good people.

We see this as one of the best investments we can

make in the future performance of the Group. We

are sincerely grateful to all our leaders and fantastic

staff in Feilding, Christchurch and Cromwell.

What’s ahead

On 1 October 2026, Chatswood Retirement Village

joined the Promisia family. We have kept the

existing leadership team in place, providing stability

for residents, families and staff as we integrate the

site into the Group.

For the second half of FY27, our priorities are to

remain focused on the successful integration of

Chatswood and continue working on the basics

that have delivered our results so far: excellent

leaders, great staff, full homes, good care and

well-run operations.

Promisia Beyond Tour – Jewels of the North.

PROMISIA HEALTHCARE: INTERIM REPORT 2026 8

Aldwins House
97%

Care Beds

Care Suites /

Apartments

Ranfurly Manor

Ripponburn Home

and Hospital

2

99%

Villas

Golden View

Lifestyle Village

1

98%100%

95%83%99%

79%100%

Nelson Street

100%

1

Golden View: At Golden View Lifestyle Village,

98 of the 102 villas are occupied, with three

under contract, one settling in November and

two in December. Apartment occupancy of 83%

reflects three apartments that have recently

come up for resale and are currently being

marketed.

2

Ripponburn: At Ripponburn, 15 of the 16 villas

are occupied, with one villa under contract

at September that settled in October. Care

occupancy was affected by an extended period

of winter illness and has since improved from

79% in September to 83% following period end.

Occupancy as at September 2026

Total Group

96%95%99%

PROMISIA HEALTHCARE: INTERIM REPORT 2026 9

Financial Review
Sustained occupancy drives

stronger earnings

The first half of FY27 built on the operating

improvements achieved through FY26, with high

occupancy sustained across the Group, tight cost

control and a further material improvement in

earnings and cash generation.

Revenue increased 14% to $21.80 million, from

$19.18 million in HY26, with the same asset base.

This was underpinned by group care occupancy

remaining above 95% throughout the period,

generally around 96% to 97%. This compares

with HY26, when occupancy was still being

progressively lifted from lower levels, with the

benefit in HY27 coming from sustaining those

higher occupancy levels consistently.

Alongside the revenue growth, we maintained

tight control of our cost base. Operating expenses

increased 6%, from $15.45 million to $16.32

million, materially below the rate of revenue

growth. Efficient rostering and close monitoring

of wages relative to revenue remain central to

this, while ensuring staffing levels continue to

support high-quality care. Procurement initiatives

have also helped manage direct costs, using

national contracts and the Group’s scale to

secure better pricing across key supplies. We see

strong commercial discipline and quality care as

complementary, rather than competing, priorities.

This discipline across our direct cost base has

allowed much of the additional revenue generated

from higher occupancy to flow through to earnings.

Underlying EBITDAF increased 50% to $3.83

million, from $2.55 million in HY26.

Borrowing costs decreased 25% to $0.86 million,

from $1.15 million in HY26, reflecting the benefit

of the refinancing completed in FY26 and lower

underlying interest rates. The Group’s interest-rate

hedging programme also provides greater certainty

over a significant proportion of future interest costs.

Finance costs include a further $0.50 million of

imputed interest associated with the Golden View

vendor loan, down from $0.74 million in HY26.

Importantly, this is a non-cash accounting expense.

The combination of

stronger underlying

earnings and lower

finance costs

resulted in profit

before tax increasing

significantly to

$2.02 million, from

$0.24 million in HY26. This improvement has also

translated into stronger cash generation, with

Operating Free Cash Flow moving from a deficit of

$0.38 million in HY26 to a surplus of $1.02 million in

HY27, supporting Promisia’s first interim dividend

under the dividend policy introduced for FY27.

Balance sheet and funding

The balance sheet remained strong through the first

half. As at 30 September 2026, the Group had $2.7

million of undrawn bank facilities, together with a

further $1.25 million held in escrow as the deposit

for the Chatswood acquisition. Bank loan-to-value

ratio (LVR) reduced to 31.5% at balance date¹, from

31.8% at 31 March 2026.

Net Tangible Assets per share increased

approximately 2% to $1.11, from $1.09 at 31 March

2026. This increase was achieved without any

half-year revaluation of the Group’s property

portfolio, with the next full valuation cycle

occurring at year end.

Following the half-year end, Promisia completed

the acquisition of Chatswood on 1 October 2026.

The cash consideration was funded through $20

million of new BNZ facilities and existing liquidity.

Chatswood therefore makes no contribution to the

HY27 first-half earnings result and will contribute

from the second half.

Immediately following completion, bank LVR was

approximately 43%. We expect this to materially

reduce as surplus Operating Free Cash Flow is

applied to bank debt, with any proceeds received

from warrant exercises ahead of the final exercise

date in March 2027 providing further capacity to

reduce borrowings. Our capital allocation priorities

remain consistent: maintaining and investing in

our existing homes and villages, reducing debt,

supporting ordinary dividends and pursuing growth

where it creates long-term value.

Chief Financial Officer

Francisco Rodriguez Ferrere

1

The 31.5% LVR calculation reflects the $1.25 million Chatswood acquisition deposit held in escrow at balance date.

PROMISIA HEALTHCARE: INTERIM REPORT 2026 10

Outlook
We now expect FY27 underlying EBITDAF of at

least $9.0 million, reflecting continued strong

performance from the existing portfolio together

with the addition of Chatswood.

The second half will benefit from a full six months

of the 4% care funding increase effective from

July 2026, together with Chatswood’s earnings

contribution from 1 October 2026. Our focus remains

on holding group care occupancy above 95%,

successfully integrating Chatswood and maintaining

the operating disciplines that have supported the

improvement in earnings across the Group.

Ranfurly Manor.

EBITDAF Reconciliation

$000HY27HY26

Profit before income tax2,020240

Add: depreciation412277

Add: borrowing costs8601,149

Add: vendor loan imputed

interest

498736

EBITDAF

1

3,7 9 02,402

Discretionary Executive

Director payment

4095

Non-recurring management

share incentives

–48

Underlying EBITDAF

2

3,8302,545

1

EBITDAF is operating earnings before interest, tax,

depreciation, amortisation and fair value adjustments and

is a non-GAAP number.

2

Underlying EBITDAF is EBITDAF excluding transactions

considered to be non-trading in nature or size. Excluding

these transactions from normalised earnings can assist

users in forming a view of the underlying performance of

the Group.

PROMISIA HEALTHCARE: INTERIM REPORT 2026 11

Cash Flow and Dividend
Operating Free Cash Flow improved to $1.02 million for the first half, compared

with a deficit of $0.38 million in HY26. The improvement primarily reflects stronger

underlying earnings and lower cash interest costs and provides the basis for Promisia’s

first interim dividend under the Group’s cash-based dividend policy.

The calculation starts with underlying EBITDAF and deducts the cash costs required to fund and maintain the

existing business:

$000HY27HY26

Underlying EBITDAF

1

3,8302,545

Less: cash interest(860)(1,149)

Less: committed debt repayments

2

(1,080)(1,080)

Less: cash tax payable(578)(419)

Less: maintenance capital expenditure

3

(291)(277)

Operating Free Cash Flow

4

1,021(380)

Dividend policy

Promisia’s dividend policy provides for ordinary dividends of between 20% and 40% of Operating Free Cash

Flow, while retaining sufficient cash to maintain the existing portfolio, preserve balance sheet flexibility and

support future growth.

The policy links shareholder returns to cash generated by the business after allowing for cash interest,

committed debt repayments, cash tax and maintenance capital expenditure. Dividends are intended to be

fully imputed and remain at the Board’s discretion, taking into account the Group’s financial performance,

financial position, funding requirements and growth opportunities.

Interim dividend

The Board has declared a fully imputed interim cash dividend pool of $390,000, representing approximately

38.2% of Operating Free Cash Flow for the first half.

The payout at the upper end of the policy range reflects the Board’s confidence in the upgraded FY27

underlying EBITDAF outlook and the expected increase in Operating Free Cash Flow in the second half. Any

final dividend will be assessed against full-year performance and the Group’s funding requirements at that time.

Based on 54,218,650 ordinary shares on issue as at 11 November 2026, this equates to an indicative gross

dividend of 1.00 cent per share, comprising 0.72 cents cash and 0.28 cents imputation credits.

The total cash dividend pool will remain fixed. Further warrant exercises may increase the number of eligible

ordinary shares and reduce the final per-share amount. The record date will be 26 November 2026, with

payment on 3 December 2026.

Warrant holders wishing to participate in the dividend should submit their exercise forms and cleared funds

by 18 November 2026 to allow processing before the record date.

1

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. EBITDAF

and underlying EBITDAF are non-GAAP financial measures.

2

Committed debt repayments comprise the Rivercrest vendor loan instalments.

3

For HY26, depreciation was used as a proxy for maintenance capital expenditure. HY27 uses actual cash maintenance capital

expenditure. Repairs and maintenance expensed through the profit and loss are already reflected in underlying EBITDAF and

are not deducted again. Development expenditure is excluded.

4

Operating Free Cash Flow is a non-GAAP financial measure used by the Group to assess the cash available to support ordinary

dividends.

PROMISIA HEALTHCARE: INTERIM REPORT 2026 12

Promisia Healthcare Limited
UNAUDITED CONSOLIDATED

INTERIM FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED 30 SEPTEMBER 2026

PROMISIA HEALTHCARE: INTERIM REPORT 2026 13

Promisia Healthcare Limited
Condensed consolidated statement of comprehensive income

For the six months ended 30 September 2026

The accompanying notes form part of these condensed consolidated interim financial statements.

4

Note

30 September

2026

Unaudited

$'000

30 September

2025

Unaudited

$'000

Revenue  

Care and village fees20,53818,254

Deferred management fees (DMF)1,265909

Gain on signing new occupancy right agreements-20

Total revenue21,80319,183

Less: expenses

Operating expenses(16,319)(15,446)

Administration expenses(1,694)(1,335)

Depreciation expense(412)(277)

Finance costs

- Borrowing costs(860)(1,149)

- Vendor loan and convertible note imputed interest expense(498)(736)

Total expenses(19,783)(18,943)

Profit before income tax expense2,020240

Income tax expense(704)(289)

Profit / (loss) for the period1,316(49)

Other comprehensive income

Items that will be reclassified to profit or loss when specific

c

onditions are met

Fair value gain on hedged interest rate swaps, net of tax74-

Total comprehensive income / (loss) attributable to

s

hareholders of the Company

1,390(49)

Earnings / (loss) per share (cents per share)

Basic earnings per share 102.4877(0.0930)

Diluted earnings per share 102.1283(0.0930)

PROMISIA HEALTHCARE: INTERIM REPORT 2026 14

Promisia Healthcare Limited
Condensed consolidated statement of financial position

 

As at 30 September 2026

The accompanying notes form part of these condensed consolidated interim financial statements.

5

Note

30 September

2026

Unaudited

$'000

30 September

2025

Unaudited

$'000

31 March

2026

Audited

$'000

Assets

Cash and cash equivalents111127110

Receivables and other assets3,5452,5542,088

Deposit paid on business acquisition 21,250--

Non-current assets held for sale-1,601-

Derivative financial instruments 7266-118

Right-of-use assets 1388132106

Property, plant and equipment 327,33023,76826,964

Investment properties 4170,178145,710170,115

Total assets202,768173,892199,501

    

Liabilities

Payables6,2045,4475,044

Current tax liabilities5784191,340

Revenue received in advance5,6724,6465,370

Occupancy right agreements 589,24675,51988,546

Convertible notes 83,0372,8212,926

Borrowings 638,70343,45138,594

Lease liabilities 1392134110

Deferred tax liabilities2,4102,2002,369

Total liabilities145,942134,637144,299

Net assets56,82639,25555,202

    

Equity   

Share capital 982,33882,08882,104

Reserves7,5314,4987,457

Convertible notes reserve 8895895895

Accumulated losses(33,938)(48,226)(35,254)

Total equity56,82639,25555,202

Net tangible assets per share (dollars)1.110.791.09

Signed on behalf of the Board of Directors, dated Wednesday 11 November 2026.

 

 

 

D

irector:                                                                          Director:                                                             

Rhonda SherriffThomas Brankin

PROMISIA HEALTHCARE: INTERIM REPORT 2026 15

Promisia Healthcare Limited
Condensed consolidated statement of changes in equity

For the six months ended 30 September 2026

The accompanying notes form part of these condensed consolidated interim financial statements.

6

Note

Share capital

$ '000

Reserves

$ '000

Accumulated

losses

$ '000

Convertible

notes reserve

$ '000

Total equity

$ '000

Balance as at 1 April

2

025

82,0564,498(48,817)1,53539,272

Loss for the period--(49)-(49)

Total comprehensive

income for the period

--(49)-(49)

Transactions with

o

wners in their

capacity as owners:

Contributions 932---32

Convertible notes lapsed--640(640)-

Total transactions with

o

wners in their

capacity as owners

32-640(640)32

Balance as at 30

S

eptember 2025

(Unaudited)

82,0884,498(48,226)89539,255

Note

Share capital

$ '000

Reserves

$ '000

Accumulated

losses

$ '000

Convertible

notes reserve

$ '000

Total equity

$ '000

Balance as at 1 April

2

026

82,1047,457(35,254)89555,202

Profit for the period--1,316-1,316

Other comprehensive

i

ncome for the period

-74--74

Total comprehensive

i

ncome for the period

-741,316-1,390

Transactions with

o

wners in their

capacity as owners:

Net contributions 9234---234

Balance as at 30

S

eptember 2026

(Unaudited)

82,3387,531(33,938)89556,826

PROMISIA HEALTHCARE: INTERIM REPORT 2026 16

Promisia Healthcare Limited
Condensed consolidated statement of cash flows

For the six months ended 30 September 2026

The accompanying notes form part of these condensed consolidated interim financial statements.

7

Note

30 September

2026

Unaudited

$'000

30 September

2025

Unaudited

$'000

Cash flows from operating activities:

Receipts from residents for care fees and services 20,39018,219

Receipts of residents’ loans from new sales  56,1754,660

Payments to suppliers and employees (19,410)(16,134)

Repayments of residents’ loans  5(3,966)(2,704)

Interest paid (852)(1,132)

Income tax paid-(100)

Net cash provided by operating activities 2,3372,809

Cash flows from investing activities:

Payment for property, plant and equipment (798)(261)

Purchase of investment property  (122)(795)

Deposit and acquisition-related costs paid on business acquisition(1,477)-

Net cash used in investing activities (2,397)(1,056)

Cash flows from financing activities:

Proceeds from share issue, net of transaction costs 199-

Net repayment of borrowings (100)(1,729)

Principal repayments of lease liabilities(38)(28)

Net cash provided by / (used in) financing activities61(1,757)

Net increase / (decrease) in cash and cash equivalents1(4)

Cash and cash equivalents at beginning of financial period110131

Cash and cash equivalents at end of financial period111127

PROMISIA HEALTHCARE: INTERIM REPORT 2026 17

Promisia Healthcare Limited
Notes to the condensed consolidated interim financial statements

For the six months ended 30 September 2026

8

1.

Material accounting policy information

These condensed consolidated interim financial statements presented are those of Promisia Healthcare Limited

(the Company) and its subsidiaries (the Group). Promisia Healthcare Limited is a profit-oriented entity incorporated

in New Zealand. Promisia Healthcare Limited’s principal activities are the ownership and operation of retirement

villages, rest homes, and hospitals for the elderly within New Zealand.

Promisia Healthcare Limited is a Financial Markets Conduct Act reporting entity under the Financial Reporting Act

2013 and the Financial Markets Conduct Act 2013.

These condensed consolidated interim financial statements have been approved for issue by the Board of

Directors on 11 November 2026.

a.

Basis of preparation of these condensed consolidated interim financial statements

These condensed consolidated interim financial statements comprise the following: condensed consolidated

statement of comprehensive income, condensed consolidated statement of financial position, condensed

consolidated statement of changes in equity, condensed consolidated statement of cash flows, and condensed

accounting policies and notes to the condensed consolidated interim financial statements.

These condensed consolidated interim financial statements have been prepared in accordance with NZ IAS 34

Interim Financial Reporting, and should be read in conjunction with the Group's last consolidated financial

statements as at and for the year ended 31 March 2026 (‘last annual consolidated financial statements’). These

condensed consolidated interim financial statements do not include all the information required for a complete set

of NZ IFRS financial statements. However, selected explanatory notes are included to explain events and

transactions that are significant to an understanding of changes in the Group's financial position and performance

since the last annual consolidated financial statements.

The Group's accounting policies have been applied consistently to all periods presented in these condensed

consolidated interim financial statements.

The information is presented in New Zealand dollars, the Group’s functional and presentation currency, and is

rounded to the nearest thousand dollars unless stated otherwise.

There is no material seasonality or cyclicality in the Group's operations.

b.

Going concern

These condensed consolidated interim financial statements have been prepared on a going concern basis, which

contemplates continuity of normal business activities and the realisation of assets and the settlement of liabilities in

the ordinary course of business.

The Directors are comfortable that, based on the historical performance, detailed cash flow projections, and the

support provided by shareholders, the Group will be able to meet its cash flow requirements as they fall due.

It remains the opinion of the Board of Directors that there are reasonable grounds to believe that the Group's

operational and financial plans in place are achievable, and accordingly the Group will be able to continue as a

going concern and meet its debts as and when they fall due. Accordingly, the 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 six-

month-period disclosures.

PROMISIA HEALTHCARE: INTERIM REPORT 2026 18

Promisia Healthcare Limited
Notes to the condensed consolidated interim financial statements

For the six months ended 30 September 2026

9

1.

Material accounting policy information

(continued)

d.

Segment reporting

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, which is the Board of Directors, reviews the operating results on a regular basis and

makes decisions on resource allocation based on its review of the Group's results and cash flows as a whole.

Therefore, it is appropriate to report solely on the Group's performance.

2.

Deposit paid on business acquisition

Current

30 September

2026

Unaudited

$'000

30 September

2025

Unaudited

$'000

31 March

2026

Audited

$'000

Deposit paid on business acquisition1,250--

On 31 August 2026, the Group paid a deposit of $1.250m to Duncan Cotterill in relation to the acquisition of 100%

of the shares in Chatswood Retirement Limited and Chatswood Lifecare Limited. At the reporting date, the deposit

was held in trust on behalf of the Group and was refundable if the agreement was terminated. The deposit was

released to the vendors as part payment of the purchase price upon completion of the acquisition on 1 October

2026. Refer to Notes 12 and 15.

3.

Property, plant and equipment

30 September

2026

Unaudited

$'000

30 September

2025

Unaudited

$'000

31 March

2026

Audited

$'000

Land and buildings at fair value   

Gross carrying amount26,32623,02026,235

Accumulated depreciation(1,135)(1,135)(1,135)

Carrying amount25,19121,88525,100

Plant and equipment at cost   

Gross carrying amount4,0773,1863,427

Accumulated depreciation(1,938)(1,303)(1,563)

Carrying amount2,1391,8831,864

Total property, plant and equipment27,33023,76826,964

PROMISIA HEALTHCARE: INTERIM REPORT 2026 19

Promisia Healthcare Limited
Notes to the condensed consolidated interim financial statements

For the six months ended 30 September 2026

10

3.

Property, plant and equipment

(continued)

(a) Reconciliations

Reconciliation of the carrying amounts of property, plant and equipment at the beginning and end of the current

financial period:

30 September

2026

Unaudited

$'000

30 September

2025

Unaudited

$'000

31 March

2026

Audited

$'000

Land and buildings at fair value

Opening carrying amount 25,10021,75021,750

Additions 91135148

Net amount of revaluation increments less decrements--3,202

Closing carrying amount25,19121,88525,100

Plant and equipment at cost

Opening carrying amount 1,8642,0132,013

Additions 664126386

Disposals(5)(49)(63)

Depreciation expense (384)(207)(472)

Closing carrying amount2,1391,8831,864

Total property, plant and equipment27,33023,76826,964

4.

Investment properties

During the period, investment properties increased from $170.115m at 31 March 2026 to $170.178m at 30

September 2026, an increase of $0.063m (2025: $144.785m at 31 March 2025 to $145.710m at 30 September

2025, an increase of $0.925m). This movement primarily relates to capitalised care-suite refurbishment costs and

improvements to Golden View Apartments incurred during the period.

5.

Occupancy right agreements

Note

30 September

2026

Unaudited

$'000

30 September

2025

Unaudited

$'000

31 March

2026

Audited

$'000

Opening balance88,54675,05875,058

Received on issue of new ORAs6,1754,66012,505

Increase due to fair value gain of investment

p

roperties

--11,970

Repaid on termination of ORAs(3,966)(2,704)(7,430)

Deferred management fees (per contract)(1,507)(1,499)(3,557)

Other (2)4-

Closing balance89,24675,51988,546

PROMISIA HEALTHCARE: INTERIM REPORT 2026 20

Promisia Healthcare Limited
Notes to the condensed consolidated interim financial statements

For the six months ended 30 September 2026

11

6.

Borrowings

30 September

2026

Unaudited

$'000

30 September

2025

Unaudited

$'000

31 March

2026

Audited

$'000

Current

Unsecured liabilities

Other loans1,4672,0721,592

Secured liabilities

Bank loans-20,941-

Total current borrowings1,46723,0131,592

    

Non-current

Unsecured liabilities

Other loans8,4719,9389,217

Secured liabilities

Bank loans28,76510,50027,785

Total non-current borrowings37,23620,43837,002

Total borrowings38,70343,45138,594

BNZ Loans

BNZ loans consist of the following facilities:

Maturity dateInterest rate

Facility

$'000

Drawn

$'000

Undrawn

$'000

As at 30 September 2026

13 December 20275.32%31,07028,3302,740

25 May 20284.63%435435-

 31,50528,7652,740

Maturity dateInterest rate

Facility

$'000

Drawn

$'000

Undrawn

$'000

As at 30 September 2025

30 October 20252.29%5151-

9 March 20266.32%700320380

14 August 20266.83%7,5007,500-

14 August 20266.01%1,1701,170-

20 August 20267.59%11,90011,900-

30 March 20276.00%7,5007,500-

14 January 20286.80%3,0003,000-

 31,82131,441380

PROMISIA HEALTHCARE: INTERIM REPORT 2026 21

Promisia Healthcare Limited
Notes to the condensed consolidated interim financial statements

For the six months ended 30 September 2026

12

6.

Borrowings

(continued)

BNZ Loans

(continued)

Maturity dateInterest rate

Facility

$'000

Drawn

$'000

Undrawn

$'000

As at 31 March 2026

13 December 2027 5.10%31,07027,7853,285

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 30 September 2026, the Group classified its secured Bank of New Zealand facilities of $28.765m (30

September 2025: $10.500m, 31 March 2026: $27.785m) 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 coverage ratio. The Group complied with all covenant requirements during the

reporting period and as at 30 September 2026. Based on management’s forecasts and assessments, 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

Vendor Loan – Rivercrest Cromwell Limited

As part of the Golden View Lifestyle Village acquisition in the 2025 financial year, the Group entered into a vendor

loan agreement with Rivercrest Cromwell Limited for 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 $8.640m, payable in 48 equal monthly instalments of $180,000, commencing in

August 2024. 

A final payment of $4.710m due in August 2028.

During the 2026 financial 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 on the 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 the 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.

PROMISIA HEALTHCARE: INTERIM REPORT 2026 22

Promisia Healthcare Limited
Notes to the condensed consolidated interim financial statements

For the six months ended 30 September 2026

13

6.

Borrowings

(continued)

Other Loans

(continued)

Vendor Loan – Rivercrest Cromwell Limited

(continued)

Recognition and measurement

(continued)

Reconciliation of carrying value:

30 September

2026

Unaudited

Carrying value

$'000

30 September

2025

Unaudited

Carrying value

$'000

31 March

2026

Audited

Carrying value

$'000

Vendor loan – current portion1,4671,3611,413

Vendor loan – non-current portion8,4719,9389,217

Total9,93811,29910,630

The carrying value reflects the amortised cost of the loan at balance date. The nominal value of the vendor loan

outstanding at 30 September 2026 was $11.170m (30 September 2025: $13.330m, 31 March 2026: $12.250m).

7.

Derivative financial instruments

30 September

2026

Unaudited

$'000

30 September

2025

Unaudited

$'000

31 March

2026

Audited

$'000

Interest rate swaps266-118

The Group uses interest rate swaps, which qualify for cash flow hedge accounting, to manage its exposure to

interest rate risk on floating rate borrowings. The accounting policies applied are consistent with those described in

the annual consolidated financial statements for the year ended 31 March 2026.

The interest rate swaps are measured at fair value and classified as Level 2 in the fair value hierarchy. Fair value is

determined by discounting future cash flows to present value using observable market interest rates at the

reporting date. There have been no transfers between levels of the fair value hierarchy and no changes in valuation

techniques during the period.

At 30 September 2026, the Group had payer interest rate swap agreements with a total notional principal amount

of $22.0m (30 September 2025: not applicable, 31 March 2026: $22.0m). Of the Group’s interest-bearing

borrowings, 76% (30 September 2025: not applicable, 31 March 2026: 79%) are covered by fixed interest rate

swap agreements.

PROMISIA HEALTHCARE: INTERIM REPORT 2026 23

Promisia Healthcare Limited
Notes to the condensed consolidated interim financial statements

For the six months ended 30 September 2026

14

8.

Convertible notes

30 September 2026

Unaudited

30 September 2025

Unaudited

31 March 2026

Audited

Number on

issue

(000's)

Nominal

value

$'000

Number on

issue

(000's)

Nominal

value

$'000

Number on

issue

(000's)

Nominal

value

$'000

Opening balance3,5003,5006,0006,0006,0006,000

Tranche 1 lapsed and

t

ransferred to vendor

loan

--(2,500)(2,500)(2,500)(2,500)

Closing balance3,5003,5003,5003,5003,5003,500

As part of the Golden View acquisition, 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.

TermsExercise periodMaturity date

Tranche 1Any time before the one-year anniversary date of the Grant Date28 August 2025

Tranche 2Any time before the four-year anniversary of the Grant Date28 August 2028

 

D

uring the prior year, following the expiry of the holder’s conversion option over Tranche 1 of the convertible notes,

the $2.500m nominal amount became payable in cash and was 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.

A

ny 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, the carrying amount of the

liability component is transferred to equity and no gain or loss is recognised. If the notes are redeemed in cash at

maturity, the financial liability is derecognised on settlement.

PROMISIA HEALTHCARE: INTERIM REPORT 2026 24

Promisia Healthcare Limited
Notes to the condensed consolidated interim financial statements

For the six months ended 30 September 2026

15

8.

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:

30 September 2026

Unaudited

30 September 2025

Unaudited

31 March 2026

Audited

Nominal

Value ($'000)

Carrying

Value ($'000)

Nominal

Value ($'000)

Carrying

Value ($'000)

Nominal

Value ($'000)

Carrying

Value ($'000)

Convertible notes

(

liability)

3,5003,0373,5002,8213,5002,926

Value of conversion

r

ights on convertible

notes (equity)

-895-895-895

Total3,5003,9323,5003,7163,5003,821

9.

Share capital

30 September 2026

Unaudited

30 September 2025

Unaudited

31 March 2026

Audited

Number

(000's)

$ '000

Number

(000's)

$ '000

Number

(000's)

$ '000

Opening balance52,73082,10452,60482,05652,60482,056

Warrants converted to

capital

402201- - 

Transaction costs

r

elating to the capital

raise

-(2)- - 

Share-based payments7535893212648

Total shares issued

and paid

477234893212648

At reporting date53,20782,33852,69382,08852,73082,104

Share issue costs

During the period, the Group incurred share issue costs of $0.002m. These costs were recognised as a deduction

from the Group’s share capital.

PROMISIA HEALTHCARE: INTERIM REPORT 2026 25

Promisia Healthcare Limited
Notes to the condensed consolidated interim financial statements

For the six months ended 30 September 2026

16

9.

Share capital

(continued)

Warrants converted

During the period, 402,100 warrants were exercised at $0.50 per warrant and converted into ordinary shares. At 30

September 2026, 27,947,900 warrants were on issue (31 March 2026: 28,350,000). Each warrant entitles the

holder to one ordinary share at an exercise price of $0.50 and expires on 24 March 2027. There have been no

changes to the terms of the warrants during the period.

Share-based payments

Promisia Healthcare Limited issued ordinary shares in settlement of Restricted Share Units (RSUs) granted under

the 2023 Senior Executive Restricted Share Plan Rules. The RSUs were settled by issuing ordinary shares as non-

cash consideration for services rendered by senior executives and recognised as an 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.

On 20 April 2026, 0.025m shares were issued, totalling $0.012m.

On 22 April 2026, 0.050m shares were issued, totalling $0.023m.

10.

Earnings per share

30 September

2026

Unaudited

$'000

30 September

2025

Unaudited

$'000

Reconciliation of earnings used in calculating earnings per share

Profit / (loss) for the period1,316(49)

Total profit / (loss) attributable to ordinary shareholders (basic)1,316(49)

Interest expense on convertible notes, net of tax79-

Total profit / (loss) attributable to ordinary shareholders (diluted)1,395(49)

Cents per share

Basic earnings / (loss) per share2.4877(0.0930)

Diluted earnings / (loss) per share2.1283(0.0930)

Weighted average number of ordinary shares outstanding for EPS

p

urposes ('000)

Basic 52,90152,688

Ef fect of conversion of convertible notes7,000-

Ef fect of warrants5,654-

Diluted65,55552,688

The calculation of basic earnings per share is based on the profit or loss attributable to ordinary shareholders and

the weighted average number of ordinary shares outstanding during the period. The calculation of diluted earnings

per share is based on the profit or loss attributable to ordinary shareholders and the weighted average number of

ordinary shares outstanding after adjustment for the effects of all dilutive potential ordinary shares.

PROMISIA HEALTHCARE: INTERIM REPORT 2026 26

Promisia Healthcare Limited
Notes to the condensed consolidated interim financial statements

For the six months ended 30 September 2026

17

10.

Earnings per share

(continued)

At 30 September 2026, 27,947,900 warrants were outstanding (31 March 2026: 28,350,000), each exercisable at

$0.50 per share. As the average market price of the Company's shares during the period of $0.63 exceeded the

exercise price, the warrants were dilutive and have been included in the diluted weighted average number of

ordinary shares using the treasury stock method. Under this method, the proceeds from the assumed exercise of

the warrants are treated as used to repurchase ordinary shares at the average market price, with the remaining

shares treated as issued for no consideration. Warrants exercised during the period (402,100) are included in

diluted earnings per share for the period before exercise, and in basic earnings per share from their date of

exercise.

The convertible notes have been treated as converted into ordinary shares at the beginning of the period, and the

related interest expense, net of tax, has been added back to profit attributable to ordinary shareholders.

 

A

t 30 September 2025, all convertible notes and warrants, and at 31 March 2026, all warrants, were excluded from

the diluted weighted average number of ordinary shares because their effect would have been anti-dilutive. The

average market value of the Company's shares used to calculate the dilutive effect of warrants was based on

quoted market prices for the period during which the warrants were outstanding.

11.

Related party transactions

Related partyRelationship

Design Care Group LimitedRelated by common directors

Crafted Solutions LimitedRelated by common directors

Rhonda SherriffDirector and member of key management

p

ersonnel

a.

Transactions with related parties

30 September

2026

Unaudited

$'000

30 September

2025

Unaudited

$'000

Directors' fees(1 12)(105)

Consultancy fees paid to Crafted Solutions Limited-(36)

Consultancy fees paid to Design Care Group Limited(40)(60)

Chatswood Acquisition

 

D

uring the period, the Group entered into an agreement to acquire Chatswood Retirement Limited and Chatswood

Lifecare Limited from parties including Promisia Healthcare Limited’s Chair, Rhonda Sherriff. The $0.500m share

component of the consideration is to be issued to Rhonda Sherriff's related interests. Refer to Notes 2,

12 and 15 for more details on the business acquisition.

The transaction was overseen by a non-interested Board sub-committee, with Rhonda Sherriff excluded from

Board discussions and decisions relating to the acquisition.

b.

Balances with related parties

There were no outstanding related party receivables or payables at the reporting date other than the commitment in

N

ote 12 (30 September 2025: $nil, 31 March 2026: $nil).

PROMISIA HEALTHCARE: INTERIM REPORT 2026 27

Promisia Healthcare Limited
Notes to the condensed consolidated interim financial statements

For the six months ended 30 September 2026

18

12.

Capital and leasing commitments 

On 5 August 2026, the Group entered into an agreement to acquire 100% of the shares in Chatswood Retirement

Limited and Chatswood Lifecare Limited for a purchase price of $25.000m, subject to customary working capital

adjustments. A deposit of $1.250m was paid prior to the reporting date (refer to Note 2). At 30 September 2026, the

Group was committed to paying the remaining consideration of $23.750m, which was settled on 1 October 2026

(refer to Note 15), as follows:

Remaining consideration$'000

Cash22,750

Issue of Promisia Healthcare Limited ordinary shares500

Issue of convertible notes500

Total remaining consideration23,750

The Group had no other material capital commitments as at 30 September 2026 (30 September 2025: nil, 31

March 2026: nil).

Lease commitments

Non-cancellable low-value leases contracted for but

n

ot capitalised in the financial statements:

30 September

2026

Unaudited

$'000

30 September

2025

Unaudited

$'000

31 March

2026

Audited

$'000

Payable

not later than one year291629

later than one year and not later than five years263041

Total lease commitments554670

13.

Leases

Accounting policy

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

t

he 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.

Key accounting estimates and judgements

Lease term: The Group determines the lease term as the non-cancellable period of the lease, together with periods

covered by an option to extend or terminate if it is reasonably certain to be exercised.

Discount rate: The Group uses its incremental borrowing rate of 7% at the lease commencement date to discount

lease payments.

PROMISIA HEALTHCARE: INTERIM REPORT 2026 28

Promisia Healthcare Limited
Notes to the condensed consolidated interim financial statements

For the six months ended 30 September 2026

19

13.

Leases

(continued)

Right-of-use assets

30 September

2026

Unaudited

$'000

30 September

2025

Unaudited

$'000

31 March

2026

Audited

$'000

Land and buildings   

At cost163153153

Accumulated depreciation(75)(21)(47)

Total carrying amount of right-of-use assets88132106

Reconciliations 

Reconciliation of the carrying amount of right-of-use assets at the beginning and end of the financial period:

30 September

2026

Unaudited

$'000

30 September

2025

Unaudited

$'000

31 March

2026

Audited

$'000

Land and buildings

Opening carrying amount106--

Remeasurement10--

Additions -153153

Depreciation expense (28)(21)(47)

Closing carrying amount 88132106

Lease liabilities

30 September

2026

Unaudited

$'000

30 September

2025

Unaudited

$'000

31 March

2026

Audited

$'000

Current574951

Non-current358559

Total carrying amount of lease liabilities92134110

PROMISIA HEALTHCARE: INTERIM REPORT 2026 29

Promisia Healthcare Limited
Notes to the condensed consolidated interim financial statements

For the six months ended 30 September 2026

20

13.

Leases

(continued)

Lease expenses and cash flows

30 September

2026

Unaudited

$'000

30 September

2025

Unaudited

$'000

31 March

2026

Audited

$'000

Interest expense on lease liabilities348

Expense relating to lease payments made for leases of

l

ow-value assets (for which right-of-use assets and lease

liabilities have not been recognised)

92016

Depreciation expense on right-of-use assets 282147

Total cash outflow for leases505259

Maturity analysis: contractual cash flows

30 September

2026

Unaudited

$'000

30 September

2025

Unaudited

$'000

31 March

2026

Audited

$'000

Not later than one year615656

Later than one year368961

Total contractual cash flows97145117

14.

Contingent liabilities 

There were no contingent liabilities at 30 September 2026 (30 September 2025: nil, 31 March 2026: nil).

15.

Events subsequent to the reporting date

Chatswood Retirement Village

On 1 October 2026, subsequent to the reporting date, the Group completed the acquisition of 100% of the shares

in Chatswood Retirement Limited and Chatswood Lifecare Limited, which together own and operate Chatswood

Retirement Village in Opawa, Christchurch.

The purchase price was $25.000m, subject to customary working capital adjustments. The consideration comprised

$

24.000m in cash, $0.500m satisfied through the issue of Promisia Healthcare Limited ordinary shares and

$0.500m satisfied through the issue of a convertible note.

The cash consideration was funded principally through $20.000m of new facilities provided by BNZ, comprising a

$15.000m two-year facility and $5.000m of nine-month bridging finance, with the balance funded from existing

Group cash reserves.

Chatswood comprises 100 operational beds and units, including 29 care beds, 42 care suites and 29 serviced

apartments, providing rest home, hospital-level and assisted-living care. The acquisition strengthens the Group's

presence in East Christchurch and broadens its integrated care and retirement village offering.

PROMISIA HEALTHCARE: INTERIM REPORT 2026 30

Promisia Healthcare Limited
Notes to the condensed consolidated interim financial statements

For the six months ended 30 September 2026

21

15.

Events subsequent to the reporting date

(continued)

Chatswood Retirement Village

(continued)

As the acquisition completed after the reporting date, the acquisition has not been reflected in the Group's financial

position or results for the six months ended 30 September 2026. At the date these interim financial statements

were authorised for issue, the initial accounting for the business combination had not been completed. Accordingly,

the fair values of the identifiable assets acquired and liabilities assumed, and the resulting goodwill or bargain

purchase gain, had not yet been determined.

Other

There have been no other material events subsequent to 30 September 2026 and prior to the date these interim

financial statements were authorised for issue that require adjustment to, or disclosure in, these financial

statements.

PROMISIA HEALTHCARE: INTERIM REPORT 2026 31

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: INTERIM REPORT 2026 32

www.promisia.co.nz

---

Results announcement



Results for announcement to the market

Name of issuer Promisia Healthcare Limited

Reporting Period 6 months to 30 September 2026

Previous Reporting Period 6 months to 30 September 2025

Currency NZD

Amount (000s) Percentage change

Revenue from continuing

operations

$21,803 13.7%

Total Revenue $21,803 13.7%

Net profit/(loss) from

continuing operations

$1,316 2,785.7%

Total net profit/(loss) $1,316 2,785.7%

Interim Dividend

Amount per Quoted Equity

Security

$0.00719310

Imputed amount per Quoted

Equity Security

$0.00279732

Record Date 26 November 2026

Dividend Payment Date 3 December 2026

Current period Prior comparable period

Net tangible assets per

Quoted Equity Security

$1.11 $0.79

A brief explanation of any of

the figures above necessary

to enable the figures to be

understood

Please refer to attached documents (consolidated financial

statements and results announcement).

Authority for this announcement

Name of person


authorised

to make this announcement

Francisco Rodriguez Ferrere, Chief Financial Officer

Contact person for this

announcement

Francisco Rodriguez Ferrere, Chief Financial Officer

Contact phone number 021 245 1801

Contact email address Francisco.rf@promisia.co.nz

Date of release through MAP


11 November 2026


Unaudited financial statements accompany this announcement.

---

DISTRIBUTION NOTICE



Section 1: Issuer information

Name of issuer Promisia Healthcare Limited

Financial product name/description Ordinary Shares

NZX ticker code PHL

ISIN (If unknown, check on NZX

website)

NZPRPE0001S5

Type of distribution

(Please mark with an X in the

relevant box/es)

Full Year Quarterly

Half Year X Special

DRP applies No

Record date 26 November 2026

Ex-Date (one business day before the

Record Date)

25 November 2026

Payment date (and allotment date for

DRP)

3 December 2026

Total monies associated with the

distribution

$390,000.00

Source of distribution (for example,

retained earnings)

Operating Free Cash Flow

Currency NZD

Section 2: Distribution amounts per financial product

1


Gross distribution $0.00999042

Gross taxable amount $0.00999042

Total cash distribution $0.00719310

Excluded amount (applicable to listed

PIEs)

$N/A

Supplementary distribution amount $N/A

Section 3: Imputation credits and Resident Withholding Tax

Is the distribution imputed


Fully imputed

If fully or partially imputed, please

state imputation rate as % applied

28%

Imputation tax credits per financial

product

$0.00279732

Resident Withholding Tax per

financial product

$0.00049952

Section 5: Authority for this announcement

Name of person


authorised to make

this announcement

Francisco Rodriguez Ferrere, Chief Financial Officer


1

The total cash dividend pool is fixed at $390,000. The per-share amounts shown are based on 54,218,650 ordinary shares currently

on issue. Any additional ordinary shares issued following warrant exercises that are entitled to the dividend will result in an

adjustment to the per-share amounts, while the total cash dividend pool remains unchanged.

Contact person for this
announcement

Francisco Rodriguez Ferrere, Chief Financial Officer

Contact phone number 021 245 1801

Contact email address Francisco.rf@promisia.co.nz

Date of release through MAP


11 November 2026

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.

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