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.”
- Which company?
- Promisia Healthcare Limited (NZX: PHL)
- When was it filed?
- 10 November 2026
- Where is the original?
- NZX announcement
PHL HY27 results: first dividend and upgraded guidance
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.
Other issuers discussed similar conditions around this time
Matched by meaning across NZX announcement text, not keywords — based on our semantic index of announcement bodies.
- FPH — Fisher & Paykel Healthcare Corporation Limited: FPH to announce half year results on 26 November 20262026-10-07
“News Release STOCK EXCHANGE LISTINGS: NEW ZEALAND (FPH), AUSTRALIA (FPH) Fisher & Paykel Healthcare to announce half-year results on 26 November 2026 Auckland, New Zealand, 8 October 2026 – Fisher & Paykel Healthcare Corporation Limited announced today that it intends to…”