Provexis plc
Annual report and accounts 2008
Provexis plc  Annual report and accounts 2008
01_PRV_R&A08_cover.indd   1 04/09/2008   17:23:36 Provexis plc 
Annual report and accounts 2008 
provexis revised.pdf   1 provexis revised.pdf   1 05/09/2008   10:08:03 05/09/2008   10:08:03
BlacK BlacK Contents
3 Corporate statement 
4 Key highlights 
5 Chairman’s statement 
6 Chief Executive’s statement 
8 Directors’ report – financial review 
10 Directors’ report – business overview 
16 Directors’ report – remuneration report 
19 Independent auditors’ report 
21 Consolidated income statement 
22 Consolidated balance sheet 
23 Consolidated cash flow statement 
24 Consolidated statement of changes in equity 
25 Notes to the consolidated financial statements 
47 Parent company balance sheet 
48 Notes to the parent company financial statements 
52 Company information 
provexis revised.pdf   2 provexis revised.pdf   2 05/09/2008   10:08:11 05/09/2008   10:08:11
BlacK BlacK Corporate statement 
Provexis plc Annual report and accounts 2008        3 
The Provexis strategy is the discovery, development and licensing of functional food, medical food and 
dietary supplement technologies, with five areas of focus: 
• Collaborating with leading research institutes to identify and develop proprietary technologies 
• Developing credible scientific proof to demonstrate efficacy and support product claims 
• Gaining regulatory and safety clearances in relevant global markets 
• Implementing global IP strategies, underpinned by strong patent portfolios 
• Commercialising technologies through collaboration and licensing with global brand owners and 
ingredients corporations. 
provexis revised.pdf   3 provexis revised.pdf   3 05/09/2008   10:08:11 05/09/2008   10:08:11
BlacK BlacK Key highlights 
Provexis plc Annual report and accounts 2008        4 
Post year end placing of £2.5m of new shares at 0.65p per share providing working capital and funding 
for new product pipeline development. 
DSM Venturing take strategic investment of 29.3% in the Company as part of the post-year 
end placing. 
Extended Fruitflow
®
 collaboration with Unilever and entered into new collaboration with The  
Coca-Cola  Company. 
Company in discussions with potential Fruitflow
®
 license partners for the global dietary supplement 
sector, in addition to Unilever and Coca-Cola collaborations. 
First phase trial phase for NSP#3G product for Crohn’s Disease completed successfully, with second 
phase patient trial to commence in the second half of the year. 
Joint venture with University of Liverpool extended to develop plant-extract derived technology for 
prevention and treatment of Clostridium difficile.
New technology for treatment and prevention of peptic ulcers taken under option from University 
of Manchester. 
Steve Morrison, Chief Operating Officer with global R&D Project Director background, appointed 
effective 1 October 2008. 
Krijn Rietveld, DSM Senior Vice-President, appointed as Non-executive Director on 29 August 2008, 
post admission of new placing shares. 
Key financial results 
Loss attributable to equity shareholders £1,189,117 (2007: £2,437,855). 
Cash balance £532,581 (2007: £115,824). 
Loss per share from continuing operations 0.26p (2007: 0.61p). 
provexis revised.pdf   4 provexis revised.pdf   4 05/09/2008   10:08:11 05/09/2008   10:08:11
BlacK BlacK Chairman’s statement 
Provexis plc Annual report and accounts 2008        5 
The year has been a challenging one but I am pleased to report that the management team continues 
to make very good progress in implementing the strategy of discovery, development and licensing of 
scientifically-proven functional food, medical food and dietary supplement technologies. 
In pursuit of our licensing strategy, we have continued to focus on securing global license partners to 
maximise the potential of our core Fruitflow
®
 heart-health technology. We are working closely with 
Coca-Cola and are making good progress in consumer testing, commercial assessment and finalising 
regulatory approval in a range of territories. In our collaboration with Unilever, the R&D team are on 
track with the development of a format suitable for inclusion in Unilever product formats. Additionally, 
negotiations are underway with potential partners in the global dietary supplement sector. Initiatives to 
secure partners in other claim areas and product sectors continue. 
Our patented technology for the treatment of Crohn’s Disease has been successful in the first trial 
phase, with a healthy human trial having recently finished. A two-centre clinical trial will commence in 
the second half of the year. We are working closely with the University of Liverpool to develop new 
claim areas for the technology. 
The team have secured a promising new technology from the University of Manchester. We believe in 
the importance of a strong technology pipeline and the building of that pipeline will significantly 
enhance shareholder value in the medium to long term. 
I have invited Krijn Rietveld, Senior Vice-President with DSM Nutrition, to join the Board as a 
Non-executive Director on 29 August 2008 and I believe he will be a valuable addition. Steve Morrison 
will further strengthen the management team when he joins us in October 2008 as Chief 
Operating Officer. 
The business has made good progress over the last year, as we have developed commercial 
opportunities, strengthened the team and reshaped the business with a significantly lower cost base. 
We are well placed to capitalise on this momentum as the management team continue to implement 
our focused discovery, development and licensing strategy. 
Dawson Buck 
Chairman
2 September 2008 
provexis revised.pdf   5 provexis revised.pdf   5 05/09/2008   10:08:11 05/09/2008   10:08:11
BlacK BlacK Chief Executive’s statement
Provexis plc Annual report and accounts 2008        6 
Strategy and management structure 
We are several months into the implementation of our new strategy of focusing on the discovery, 
development and licensing of scientifically-proven functional food, medical food and dietary supplement 
technologies. I am pleased to say that this transition has gone well and the business is now fully-focused, 
has a much reduced cost base (evidenced by losses reducing to £1.163m versus £2.450m in 2007) and a 
combination of commercially-ready and promising future technologies. 
To underpin the implementation of the strategy, on 1 August 2008 we announced the raising of £2.5m of 
working capital via a placing of new shares. As part of this placing DSM Venturing B.V., the venturing arm of 
the €8.8bn turnover DSM life sciences and material sciences business, made a strategic investment of 
£1.5m in the business. In addition to the investment, we have invited Krijn Rietveld, Senior Vice-President 
with DSM Nutrition, to be a Provexis Director and I believe his sector knowledge and experience will add 
great value to the team. 
Steve Morrison joins us as Chief Operating Officer in October 2008, bringing a strong track record as a 
global R&D Project Director with Ipsen and Shire Pharmaceutical. His skills will make us even more effective 
in delivering technologies in line with the needs of our global partners. We have also continued to strengthen 
the R&D team, in order to maximise the value created from current and new technologies. 
Fruitflow
®
 licensing 
Our collaboration with Unilever is on track, with the R&D team making great strides in the development of a 
concentrated Fruitflow
®
 format suitable for incorporation into vegetable oil-based spreads. This format will be 
trialled in human subjects in late summer, with a target of delivering a final, proven Fruitflow
®
 product to our 
partner later this year. 
We are working intensively with The Coca-Cola Company on a programme of consumer testing, commercial 
assessment and finalising regulatory approval in a range of territories. Subject to positive results in these 
areas, the parties intend to proceed to a licensing agreement. 
Discussions are underway with two global ingredients manufacturers for the license of Fruitflow
®
 for the 
dietary supplements sector and we expect to make progress during the balance of 2008. 
The research team continue to develop further claim areas for our core technology. In 2008 we will progress 
our deep vein thrombosis work, with human studies commencing in 2009. We will commence work on 
metabolic syndrome and Type-II diabetes claims in 2009. 50 million US citizens are estimated to suffer from 
metabolic syndrome and as such the area represents a significant opportunity. 
Pipeline
The first phase of human trials on our patented technology for the treatment of Crohn’s Disease has been 
completed successfully and we will move into the second phase full clinical trial on Crohn’s Disease patients 
in the second half of the year, once final MHRA clearance has been received. We are working closely with 
the University of Liverpool to extend the technology into potential new claim areas and expect to see 
progress towards this in the second half of 2008. 
The 75% Provexis-owned joint venture with the University of Liverpool is to extend its activity into the 
development of a novel plant-derived formulation for the treatment and prevention of infections caused by 
invasive bacteria such as Clostridium difficile (“C.difficile”). The new technology project by the joint venture 
partners will develop a novel, patented and clinically-proven formulation to prevent interactions between bacteria 
of therapeutic interest including C.difficile and the lining of the human digestive tract. The proposed end-user 
product will be targeted at the medical food sector. 
We have entered into a one-year option agreement with the University of Manchester for a natural extract for 
the prevention and treatment of peptic ulcers. During this period we will assess and develop the technology 
and subject to our being satisfied with the potential, the intellectual property and patents will be assigned to 
Provexis. We believe that our well-developed, low-cost development model will enable us to commercialise 
this novel technology effectively, adding significant shareholder value to the business in the medium term. 
provexis revised.pdf   6 provexis revised.pdf   6 05/09/2008   10:08:11 05/09/2008   10:08:11
BlacK BlacK Chief Executive’s statement continued 
Provexis plc Annual report and accounts 2008        7 
Outlook
We have reduced our cost base significantly, giving us an effective low-cost platform from which to 
commercialise our existing Fruitflow
®
 technology, our Crohn’s Disease product and new technologies. 
This, together with the collaborations and strong relationships we enjoy with leading global brand owners and 
ingredient manufacturers, will drive our focus on extracting shareholder value from our promising IP pipeline 
in the coming year. 
Stephen Moon 
Chief Executive 
2 September 2008 
provexis revised.pdf   7 provexis revised.pdf   7 05/09/2008   10:08:11 05/09/2008   10:08:11
BlacK BlacK Directors’ report – financial review
Provexis plc Annual report and accounts 2008        8 
International Financial Reporting Standards 
The Financial Review should be read in conjunction with the consolidated financial statements and the notes 
to the financial statements set out on pages 21 to 46. 
From 1 April 2007 Provexis plc and its subsidiary companies (the “Group”) have adopted International 
Financial Reporting Standards as adopted by the European Union (“IFRS”) and this is the first annual report 
for the Group presented under IFRS. Prior to 1 April 2007 the Group prepared its audited financial 
statements and unaudited interim financial statements under UK Generally Accepted Accounting Principles 
(“UK GAAP”). 
The Group financial statements including comparatives have been prepared in accordance with IFRS as 
adopted by the European Union and IFRIC interpretations, and with those parts of the Companies Act 2006 
applicable to companies reporting under IFRS. The date of transition to IFRS for the Group was 1 April 2006 
and the Group prepared its opening IFRS balance sheet as at that date. The comparative figures in respect 
of 2007 have been restated to reflect IFRS accounting policies. 
The most significant IFRS impacts on the Group in respect of the transition to IFRS are: 
• Under IFRS 3 Business Combinations, goodwill is subject to impairment reviews and is not amortised. 
Under UK GAAP goodwill is amortised, which reduced the reported loss before taxation for the year 
ended 31 March 2007 under UK GAAP by £484,400. 
• Under IAS 38 Intangible Assets, development expenditure which meets the recognition criteria of the 
standard must be capitalised and amortised over the useful economic lives of intangible assets from 
product launch. Previously under UK GAAP all development expenditure was expensed. Development 
expenditure of £20,597 was capitalised over the year ended 31 March 2008 (2007: £NIL). 
• Under IFRS 5 Non-current Assets Held for Sale and Discontinued Operations, the exit of the Sirco
®
 juice 
brand has been treated as a discontinued operation in the Income Statement for the current and 
prior year. 
Reconciliations and explanations of the effect of adopting IFRS compliant accounting policies on the Group’s 
equity (net assets) and losses are provided in note 27 in this report. There was no effect on the Group’s 
cash flows. 
The financial statements of the Company continue to be prepared in accordance with United Kingdom 
Generally Accepted Accounting Practice (“UK GAAP”) and are set out on pages 47 to 51. 
Revenue and grant income 
Revenue for the year ended 31 March 2008 was £161,702 (2007: £66,653), reflecting an increase in 
amounts payable to the Group by its prospective licensing partners. 
Grant income for the year ended 31 March 2008 was £133,649 (2007: £44,987), which follows the 
completion of a research grant for the Group’s Crohn’s Disease technology. The grant was awarded to the 
Group in November 2005 by The Northwest Regional Development Agency (NWDA). 
Research and development costs 
Research and development (“R&D”) costs for the year ended 31 March 2008 were £537,840 
(2007: £340,221), including £20,597 capitalised under IAS 38 (2007: £NIL) reflecting an increase in R&D 
activity for the Fruitflow
®
 and Crohn’s Disease projects. 
R&D expenditure comprises in-house costs (staff, R&D consumables, intellectual property, facilities and 
depreciation of R&D assets) and external costs (preclinical studies, manufacturing, regulatory affairs and 
clinical trials). 
The Group’s research team continues to develop further claim areas for the Group’s core Fruitflow
®
technology, to include deep vein thrombosis and metabolic syndrome. Second phase patient trials for the 
Group’s Crohn’s Disease technology are due to commence in 2008, and in July 2008 the Group took 
an option from the University of Manchester for a new technology for the treatment and prevention of 
peptic ulcers. 
provexis revised.pdf   8 provexis revised.pdf   8 05/09/2008   10:08:11 05/09/2008   10:08:11
BlacK BlacK Directors’ report – financial review continued 
Provexis plc Annual report and accounts 2008        9 
Research and development costs (continued) 
The Group aims to achieve cost effective research and development and to bring products to market through 
licensing partners as soon as is practicable. 
Administrative costs 
Administrative costs for the year relating to continuing operations were £986,073 (2007: £1,260,531). 
The restructuring in April 2007 and the Group’s exit from the Sirco Fruitflow
®
 juice brand in July 2007 led to 
a considerable reduction in the Group’s cost base, and administrative expenses have been 
reduced accordingly. 
Taxation
A research and development tax credit of £134,371 (2007: £NIL) in respect of research and development 
expenditure incurred has been recognised in the financial statements, all of which was shown as a debtor at 
31 March 2008. £53,651 of the R&D tax credit arose in respect of the year ended 31 March 2008 and 
£80,720 is attributable to the two years ended 31 March 2007. The £80,720 claim for the two years ended 
31 March 2007 was paid to the Group subsequent to the year end. 
Losses
The loss from continuing operations for the year ended 31 March 2008 was £1,017,287 (2007: £1,550,677) 
and the loss per share from continuing operations was 0.26p (2007: 0.61p). 
The overall loss from continuing and discontinued operations for the year ended 31 March 2008 was 
£1,162,684 (2007: £2,449,656) and the loss per share from continuing and discontinued operations was 
0.30p (2007: 0.97p). 
Capital structure and funding 
The Group remains funded primarily by equity capital which reflects the development status of its products. 
On 12 April 2007 the Company raised £2.150m gross from a new share placing to new shareholders, 
existing substantial shareholders and Non-executive Directors. The net proceeds were £1.961m after share 
issue costs, of which £100,000 was utilised to repay a short term bridging loan. 
On 1 August 2008 the Company announced that it had agreed terms for a new share placing to raise 
£2.514m (before expenses) to provide working capital and funding for pipeline development. The placing 
involved the issue of 386,894,230 new shares at 0.65p per share and a share re-organisation to facilitate the 
issue of the new shares at the subscription price. The placing and the share re-organisation were approved 
at an EGM on 26 August 2008. Further details of the placing and the share re-organisation are given in 
note 26 to the consolidated financial statements on page 44. 
The Directors are of the opinion that at 2 September 2008, the Company's liquidity and capital resources are 
adequate to deliver the current strategic objectives and 2008/9 business plan and that the Company meets 
going concern criteria. 
Cash at bank at 31 March 2008 was £532,581 (31 March 2007: £115,824). 
provexis revised.pdf   9 provexis revised.pdf   9 05/09/2008   10:08:11 05/09/2008   10:08:11
BlacK BlacK Directors’ report – business overview
Provexis plc Annual report and accounts 2008        10 
Principal activities 
Provexis plc is a life sciences-driven enterprise that discovers, develops and licenses scientifically-proven 
technologies for the global functional food, medical food and dietary supplement sectors. 
Provexis plc has two wholly owned subsidiaries, Provexis Nutrition Limited (“PNL”) and Provexis Natural 
Products Limited (“PNP”) each of which is registered in England. Provexis plc also owns 75% of 
Provexis (IBD) Limited (“IBD”) which is also registered in England. 
Group strategy 
The Provexis strategy is the discovery, development and licensing of functional food, medical food and 
dietary supplement technologies, with five areas of focus: 
• Collaborating with leading research institutes to identify and develop proprietary technologies 
• Developing credible scientific proof to demonstrate efficacy and support product claims 
• Gaining regulatory and safety clearances in relevant global markets 
• Implementing global IP strategies, underpinned by strong patent portfolios 
• Commercialising technologies through collaboration and licensing with global brand owners and 
ingredients corporations. 
Review of the performance of the business and future developments 
The Chairman’s Statement on page 5, the Chief Executive’s Statement on pages 6 and 7 and the Financial 
Review on pages 8 and 9 report on the Group’s performance during the year ended 31 March 2008, 
its position at that date and its likely future development. 
Key performance indicators 
The executive management and Directors utilise a balanced scorecard of key activities including R&D project 
progress, commercial milestones and regulatory activities to monitor and measure the performance of the 
business. These are measures of the progress of the business towards its strategic target of revenue 
generation and profitability, and are considered by the Board to be the key non-financial performance 
indicators used to determine achievement of Group strategy and are discussed in the Chief Executive’s 
statement. The balanced scorecard is reviewed regularly by the executive team and the Directors. 
The Directors consider Group cash and the absolute values of, and the ratio between, research and 
development costs and other administrative overhead costs as being the Group’s key financial performance 
indicators. The cost related indicators assist in monitoring financial control to reduce the hurdle to achieving 
the key future financial milestone of monthly break-even. The monitoring of cash gives due consideration to 
anticipated future spend required to prioritise development opportunities and to plan the resources required 
to achieve the goals of the business. 
The table below shows the Group’s cash position at 31 March 2008 and 31 March 2007: 
31 March 
2008
31 March
2007
£ £
Cash at bank and in hand 532,581 115,824
532,581 115,824
At 31 March 2007 the Group had a £100,000 short term bridging loan (2008: £NIL) which had been provided 
by Angle Technology Limited (Angle) and Rising Stars Growth Fund (RSGF) in March 2007. The loan was 
repaid out of placing proceeds on 12 April 2007 for the new ordinary shares which Angle and RSGF had 
subscribed for. 
provexis revised.pdf   10 provexis revised.pdf   10 05/09/2008   10:08:11 05/09/2008   10:08:11
BlacK BlacK Directors’ report – business overview continued 
Provexis plc Annual report and accounts 2008        11 
Key performance indicators (continued) 
The table below shows the Group’s R&D ratio for the two years ended 31 March 2008. The R&D ratio is the 
percentage of research and development costs relative to total operating expenses. 
31 March
2008
31 March
2007
£ £
Research and development costs 517,243 340,221
Administrative costs 986,073 1,260,531
Total operating costs 1,503,316 1,600,752
R&D ratio 34% 21%
Post balance sheet events 
On 1 August 2008 the Company announced that it had agreed terms for a new share placing to raise 
£2.514m (before expenses) to provide working capital and funding for pipeline development. The placing 
involved the issue of 386,894,230 new shares at 0.65p per share and a share re-organisation to facilitate the 
issue of the new shares at the subscription price. The placing and the share re-organisation were approved 
at an EGM on 26 August 2008. 
On 21 August 2008 the Company announced that the 75% Provexis-owned joint venture with the University 
of Liverpool is to extend its activity into the development of a novel plant-derived formulation for the 
treatment and prevention of infections caused by invasive bacteria such as Clostridium difficile (“C.difficile”).
On 1 September 2008 the Company announced that further to an announcement on 1 August 2008 the 
Company's Remuneration Committee had approved the grant of options over 44,166,575 ordinary shares of 
0.1p each to certain Directors and employees of the Company. As a condition of the grant of options, certain 
Directors surrendered 19,089,110 existing options and an additional 3,709,384 existing options were 
surrendered by other existing employees. 
Further details of the post balance sheet events are given in note 26 to the consolidated financial statements 
on page 44. 
Principal risks and uncertainties 
The Directors consider that the key risks of the Group are as set out below: 
The Group’s success will depend in part on its ability to obtain and maintain rigorous patent protection for its 
technologies both in the UK and internationally. The Group cannot give definitive assurance that pending or 
future patent applications will be granted or that patents granted will not be challenged, invalidated or 
held unenforceable. 
The Group cannot assure that its intellectual property rights are sufficiently broad to prevent third parties 
from producing competing functional food, medical food and dietary supplement technologies similar in 
nature to its own. The Group also relies on protection of trade secrets, know how and confidential and 
proprietary information. To mitigate this, the Group enters into non-disclosure agreements with employees, 
consultants and prospective commercial partners but cannot assure that such agreements will provide 
complete safeguards against unauthorised disclosure of confidential information. 
The Group’s commercial success will also depend in part on avoiding infringement of other third parties’ 
patents or proprietary rights and the breach of any licences in connection with the pursuit of its technologies. 
Management is of the opinion that it does not infringe third parties’ patents or other rights and is not aware of 
any such infringements but cannot assure that it will not be found in the future to infringe such rights. 
The Group has a limited pipeline of new technologies and new indications for technologies already in 
development. As a result of regulatory and competitive uncertainties and the unpredictability of successful 
outcomes to new research and development, the Group cannot provide assurance that it will be able to 
develop and license these new technologies. 
provexis revised.pdf   11 provexis revised.pdf   11 05/09/2008   10:08:11 05/09/2008   10:08:11
BlacK BlacK Directors’ report – business overview continued 
Provexis plc Annual report and accounts 2008        12 
Principal risks and uncertainties (continued) 
The Group currently employs twelve people and has a very small management team. Should it lose any key 
management resources and be unable to attract replacements of equivalent calibre to continue 
implementation of its business plan, future development and commercial activities could be materially 
adversely affected. 
The Group has limited liquidity and capital resources and significant delays to development projects could 
affect execution of its business plan in connection with the receipt of future royalties with a material adverse 
effect on the business. The Group also relies on potential license partners to meet certain commercial and 
development milestones and their failure to achieve this, or other delays or cancellation of projects due to 
internal or market factors affecting potential license partners could affect the execution of the Group’s 
business plan, with a material adverse effect on the business. In these circumstances the Group would look 
to raise additional potential funding through the issue of additional equity through rights issues, share placing 
and the exercise of share options but no assurance can be given regarding the successful outcome of such 
financing initiatives. 
Policy on the payment of creditors 
It is the policy of the Group to pay creditors and suppliers in accordance with their normal terms of business. 
Creditor days outstanding for the Group at 31 March 2008 amounted to 51 days compared to 87 days at 
31 March 2007. 
Board of Directors 
The Board of Directors has overall responsibility for the Group. 
The Board comprises a Non-executive Chairman, three additional independent Non-executive Directors and 
two further Executive Directors. The Board continues to be satisfied that it has an appropriate mix of 
independence and experience in its Non-executive Directors. 
The roles of Chairman and Chief Executive are and will remain separate and it is not permissible for the 
same individual to be appointed to both roles simultaneously. 
The Chairman provides strategic and operational guidance and also oversees the duties performed by the 
Chief Executive and ensures that they are in line with Board expectations. The Chief Executive manages the 
day-to-day running and strategic direction of the Group in line with policy decisions agreed with the Board 
and shareholder expectations. 
The Board retains full control of the Group with day-to-day operational control delegated by the Board to the 
Executive Directors. The full Board meets monthly and on any other occasions it considers necessary.
The Board is responsible for approving interim and annual financial statements, formulating and monitoring 
Group strategy and approving financial plans and reviewing performance, as well as complying with legal, 
regulatory and corporate governance matters. There is a schedule of matters reserved for the Board. Board 
papers are circulated in advance of each Board meeting. 
The Directors of the Company during the year are shown below. 
Executive Directors 
S N Moon 
I Ford   (appointed 19 July 2007) 
S W Slade (resigned 4 July 2007) 
Non-executive Directors 
C D Buck 
N C Bain 
J B Diggines (appointed 24 April 2007) 
In addition to the above Krijn Rietveld, Senior Vice-President with DSM Nutrition, was appointed to the Board 
as a Non-executive Director on 29 August 2008, following the admission of new shares related to the placing 
in August 2008. Steve Morrison will be appointed to the Board as an Executive Director at the first Board 
meeting following the commencement of his employment on 1 October 2008. 
provexis revised.pdf   12 provexis revised.pdf   12 05/09/2008   10:08:12 05/09/2008   10:08:12
BlacK BlacK Directors’ report – business overview continued 
Provexis plc Annual report and accounts 2008        13 
Audit Committee 
The Audit Committee comprises two Non-executive Directors, and is chaired by Neville Bain as Senior 
Independent Non-executive Director. It meets as required and specifically to review the Interim Report and 
Annual Report and to consider the suitability and monitor the effectiveness of the internal control processes. 
There were three Audit Committee meetings during the year. The Audit Committee reviews the findings of 
the external auditors and reviews accounting policies and material accounting judgements. 
The independence of the auditors is considered by the Audit Committee. The Audit Committee (with no 
Executive Director present) meets at least once per calendar year with the auditors to discuss their 
objectivity and independence, the Annual Report, any audit issues arising, internal control processes and 
any other appropriate matters. As well as providing audit related services, the auditors provide taxation 
advice and undertake work in relation to the interim report. The fees in respect of the non-audit services 
provided are £42,000 for the year ended 31 March 2008 (2007: £10,000). Further, the overall fees paid to the 
auditors are not deemed to be of such significance to them as to impair their independence. The Audit 
Committee considers that the objectivity and independence of the auditors is safeguarded. 
The current terms of reference of the Audit Committee are set out in the governance pages on the Group’s 
website www.provexis.com. 
Internal control 
The Directors are responsible for establishing and maintaining the Group’s system of internal control and for 
reviewing its effectiveness. The system of internal control is designed to manage, rather than eliminate, the 
risk of failure to the achievement of business objectives and can only provide reasonable but not absolute 
assurance against material misstatement or loss. 
The Audit Committee continues to monitor and review the effectiveness of the system of internal control and 
report to the Board when appropriate with recommendations. There have been no significant changes to the 
system of internal control throughout the year. 
The annual review of internal control and financial reporting procedures did not highlight any issues 
warranting the introduction of an internal audit function. It was again concluded, given the current size and 
transparency of the operations of the Group, that an internal audit function was still not required. 
The main features of the internal control system are outlined below: 
● A control environment exists through the close management of the business by the Executive 
Directors. The Group has a defined organisational structure with delineated approval limits. 
Controls are implemented and monitored by the Executive Directors. 
● The Board has a schedule of matters expressly reserved for its consideration and this schedule 
includes acquisitions and disposals, major capital projects, treasury and risk management policies 
and approval of budgets. 
● The Group utilises a detailed budgeting and forecasting system. Detailed budgets are prepared 
annually by the Executive Directors before submission to the Board for approval. Forecasts are 
regularly updated at least quarterly to reflect changes in the business and are monitored by the 
Board including future cash flow projections. Actual results are monitored against annual budgets 
regularly and at least quarterly, with variances highlighted for the Board. 
● Financial risks are identified and evaluated for each major transaction for consideration by 
the Board. 
● Standard financial control procedures operate throughout the Group to ensure that the assets 
of the Group are safeguarded and that proper accounting records are maintained. 
● A risk review process is in operation whereby the Chief Executive and Finance Director present 
a report to the Board each year on the key business risks. 
provexis revised.pdf   13 provexis revised.pdf   13 05/09/2008   10:08:12 05/09/2008   10:08:12
BlacK BlacK Directors’ report – business overview continued 
Provexis plc Annual report and accounts 2008        14 
Going concern 
The Directors have a reasonable expectation that the Group and the Company will continue in operational 
existence for the foreseeable future. For this reason, they continue to adopt the going concern basis in 
preparing the Group’s financial statements. 
Employees
The Executive Directors keep staff informed of the progress and development of the Group regularly through 
formal and informal meetings and employee feedback is encouraged. The Company has a policy of offering 
share options to all eligible employees, subject to availability under the option plan rules and with due 
consideration to the level of dilution to shareholders. 
The Group does not discriminate between employees and prospective employees on grounds of age, race, 
religion or gender. Every effort is made to provide the same opportunities to disabled persons as to others. 
The Board recognises its obligation towards its employees to provide a safe and healthy working 
environment. The Group complies with health and safety legislation including conducting regular inspections 
and risk assessments. 
Environmental, social and community matters 
As a result of the size and nature of the Group’s operations, the impact of the Group’s operations on the local 
community and the environment is not considered to be significant. Recycling of office supplies is undertaken 
where possible. 
Charitable and political contributions 
No political or charitable donations were made during the year. (2007: £NIL). 
Relationship with shareholders 
The Directors seek to build a mutual understanding of objectives between the Company and its 
shareholders. The Group reports formally to shareholders in its interim and annual reports setting out details 
of its activities. In addition, the Group keeps shareholders informed of events and progress through the issue 
of regulatory news in accordance with the AIM rules of the London Stock Exchange. The Chief Executive 
and Finance Director seek to meet with institutional shareholders following interim and final results. 
The Group also maintains investor relations pages and other information regarding the business, its products 
and activities on its website www.provexis.com. 
Where possible the Annual Report is sent to shareholders at least 20 working days before the Annual 
General Meeting. Directors are required to attend Annual General Meetings of the Company unless unable 
to do so for personal reasons or due to pressing commercial commitments. Shareholders are given the 
opportunity to vote on each separate issue. The Company counts all proxy votes and will indicate the level of 
proxies lodged on each resolution, after it has been dealt with by a show of hands. 
Adequacy of information supplied to auditors 
Each Director has taken all reasonable steps to make himself aware of any information needed by the 
Company’s auditors for the purpose of their audit and to establish that the auditors are aware of that 
information. The Directors are not aware of any relevant audit information of which the auditors are unaware. 
provexis revised.pdf   14 provexis revised.pdf   14 05/09/2008   10:08:12 05/09/2008   10:08:12
BlacK BlacK Directors’ report – business overview continued 
Provexis plc Annual report and accounts 2008        15 
Directors’ responsibility statement 
The Directors are responsible for keeping proper accounting records which disclose with reasonable 
accuracy at any time the financial position of the Group, for safeguarding the assets of the Company, for 
taking reasonable steps for the prevention and detection of fraud and other irregularities and for the 
preparation of a Directors’ Report which complies with the requirements of the Companies Act 1985. 
The Directors are responsible for preparing the annual report and the financial statements in accordance with 
the Companies Act 1985. The Directors are also required to prepare financial statements for the Group in 
accordance with International Financial Reporting Standards as adopted by the European Union (“IFRS”) 
and the rules of the London Stock Exchange for companies trading securities on the Alternative Investment 
Market. The Directors have chosen to continue to prepare financial statements for the Company in 
accordance with UK Generally Accepted Accounting Practice. 
Financial statements are published on the Company’s website in accordance with legislation in the United 
Kingdom governing the preparation and dissemination of financial statements, which may vary from 
legislation in other jurisdictions. The maintenance and integrity of the Company’s website is the responsibility 
of the Directors. The Directors’ responsibility also extends to the ongoing integrity of the financial statements 
contained therein. 
Group financial statements 
International Accounting Standard 1 requires that financial statements present fairly for each financial year 
the Group’s financial position, financial performance and cash flows. This requires the faithful representation 
of the effects of transactions, other events and conditions in accordance with the definitions and recognition 
criteria for assets, liabilities, income and expenses set out in the International Accounting Standards Board’s 
‘Framework for the preparation and presentation of financial statements’. In virtually all circumstances, a fair 
presentation will be achieved by compliance with all applicable IFRSs. A fair presentation also requires the 
Directors to: 
● consistently select and apply appropriate accounting policies; 
● present information, including accounting policies, in a manner that provides relevant, reliable, 
comparable and understandable information; and 
● provide additional disclosures when compliance with the specific requirements in IFRS is 
insufficient to enable users to understand the impact of particular transactions, other events and 
conditions on the entity’s financial position and financial performance. 
Parent company financial statements 
Company law requires the Directors to prepare financial statements for each financial year which give a true 
and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period. 
In preparing these financial statements, the Directors are required to: 
● select suitable accounting policies and then apply them consistently; 
● prepare the financial statements on the going concern basis unless it is inappropriate to presume 
that the Company will continue in business; 
● make judgements and estimates that are reasonable and prudent; and 
● state whether applicable accounting standards have been followed, subject to any material 
departures disclosed and explained in the financial statements. 
By order of the Board 
Ian Ford 
Secretary
2 September 2008 
provexis revised.pdf   15 provexis revised.pdf   15 05/09/2008   10:08:12 05/09/2008   10:08:12
BlacK BlacK Directors’ report – remuneration report
Provexis plc Annual report and accounts 2008        16 
Remuneration Committee: composition and terms of reference 
The Group’s Remuneration Committee during the year ended 31 March 2008 comprised two independent 
Non-executive Directors and was chaired by Dawson Buck.
The purpose of the Remuneration Committee is to ensure that the Executive Directors are fairly rewarded for 
their individual contribution to the overall performance of the Company. The Committee considers and 
recommends to the Board the remuneration of the Executive Directors and is kept informed of the 
remuneration packages of senior staff and invited to comment on these. 
Policy on Executive Directors’ remuneration 
Executive remuneration packages are designed to attract and retain executives of the necessary skill and 
calibre to run the Company successfully but avoiding paying more than is necessary. Direct benchmarking of 
remuneration is not possible given the specialised nature and size of the Company. The Remuneration 
Committee recommends to the Board remuneration packages by reference to individual performance and 
uses the knowledge and experience of the Non-executive Directors and published surveys relating to AIM 
Directors, and market changes generally. The Remuneration Committee has responsibility for recommending 
any long term incentive schemes. 
The full Board determines whether or not Executive Directors are permitted to serve in roles with other 
companies. Such permission is only granted where a role is on a strictly limited basis, where there are no 
conflicts of interest or competing activities and providing there is not an adverse impact on the commitments 
required to the Group. Earnings from such roles are not disclosed nor paid to the Group. 
There are four main elements of the remuneration package for Executive Directors and senior staff: 
(i) Basic salaries and benefits in kind 
Basic salaries are recommended to the Board by the Remuneration Committee, taking into account the 
performance of the individual and the rates for similar positions in comparable companies. Benefits in kind 
comprising private medical insurance are available to all senior staff and Executive Directors. 
(ii) Share option scheme 
The Company operates a share option scheme which was established in June 2005 (”the Provexis 2005 
share option scheme”) to motivate the Executive Directors and employees through equity participation in the 
Company. Options granted pursuant to the Provexis 2005 share option scheme may take the form of either 
unapproved share options or tax favoured EMI options. Exercise of options under the scheme is subject to 
specified exercise periods and compliance with the AIM rules of the London Stock Exchange. 
The scheme is overseen by the Remuneration Committee which recommends to the Board all grants of 
share options based on the Committee’s assessment of personal performance and specifying the terms 
under which eligible individuals may be invited to participate. 
In June 2005 the Company undertook a reverse takeover of Provexis Natural Products Limited (“PNP”, 
formerly Provexis Limited) through a share for share exchange. Prior to the takeover the Company and PNP 
had granted EMI options and unapproved options. Options granted by the Company prior to the takeover 
remain subject to the same terms as contained in the individual share option contracts under which they 
were originally granted. The PNP EMI options and unapproved options were rolled over into options over the 
Company’s ordinary shares, and these replacement options remain subject to the same terms as contained 
in the individual PNP share option contracts under which they were originally granted. 
The Combined Code refers to the requirement for the performance-related elements of remuneration to form 
a significant proportion of the total remuneration package of Executive Directors and should be designed to 
align their interests with those of shareholders. In the development phase of the Group and during the early 
stages of revenue generation, the Remuneration Committee currently considers that the best alignment of 
these interests is through continued use of incentives for performance through the award of share options or 
other share-based arrangements. 
(iii) Bonus scheme 
The Company has an established discretionary bonus scheme for staff. The Chief Executive Officer was 
awarded a bonus during the year of £15,000. 
provexis revised.pdf   16 provexis revised.pdf   16 05/09/2008   10:08:12 05/09/2008   10:08:12
BlacK BlacK Directors’ report – remuneration report continued 
Provexis plc Annual report and accounts 2008        17 
Policy on Executive Directors’ remuneration (continued) 
(iv) Pension contributions 
The Group pays a defined contribution to the pension scheme of Executive Directors and employees. 
The individual pension schemes are private and their assets are held separately from those of the Group. 
Salaries and benefits were reviewed in April 2008 to cover the year from 1 April 2008 to 31 March 2009. 
Future reviews will continue to be undertaken on an annual basis each April to enable the Group’s 
performance over the preceding financial year and the strategy for the forthcoming year to be considered. 
Service contracts 
The Chief Executive is employed under a service contract requiring twelve months’ notice by either party and 
the Finance Director is employed under a service contract requiring three months’ notice. All Non-executive 
Directors receive payments under appointment letters which are terminable by three months’ notice from 
either party. 
Policy on Non-executive Directors’ remuneration 
The Non-executive Directors and the Chairman each receive a fee for their services as a director, which is 
approved by the Board, mindful of the time commitment and responsibilities of their roles and of current 
market rates for comparable organisations and appointments. Non-executive Directors are reimbursed for 
travelling and other minor expenses incurred. 
Neville Bain, Non-executive Director, received share options prior to the Group joining AIM. However, 
to maintain independence, the independent Non-executive Directors do not participate in any incentive or 
share option arrangements. 
The emoluments of the individual Directors for the year were as follows: 
 Year ended 31 March 2008 Year ended 
31 March 
2007
Salary and 
directors’ fees
£
Benefits
in kind
£
Pension
£
Total
£
Total
£
Executive Directors 
S N Moon 166,930 679 7,500 175,109 129,709
I Ford (appointed 19 July 2007) 65,219 582 3,261 69,062 —
S W Slade (resigned 4 July 2007) 58,124 214 1,218 59,556 98,414
S J Franklin (resigned 24 July 2006) —— — — 43,057
Non-executive Directors 
C D Buck 25,000 — — 25,000 25,000
N C Bain 15,000 — — 15,000 15,000
J B Diggines (appointed 24 April 2007) 14,044 — — 14,044 —
344,317 1,475 11,979 357,771 311,180
The above fees and emoluments exclude reimbursed expenditure incurred in the conduct of Group business. 
Directors’ interests in shares
Ordinary shares of 1 pence each 
Beneficial interests
31 March 2008 1 April 2007
C D Buck 3,869,332 536,000
N C Bain 2,097,000 447,000
S N Moon 6,000,000 6,000,000
11,966,332 6,983,000
Other than as shown in the table, no Director had any interest in the shares of the Company or its subsidiary 
companies at 31 March 2008. 
provexis revised.pdf   17 provexis revised.pdf   17 05/09/2008   10:08:12 05/09/2008   10:08:12
BlacK BlacK Directors’ report – remuneration report continued 
Provexis plc Annual report and accounts 2008        18 
Directors’ interests in share options 
The Board uses share options to align Directors and employees interests with those of shareholders in order 
to provide incentives and reward them based on improvements in Company performance. 
The share options held by the Directors at 31 March 2008 are summarised below. Neville Bain, 
Non-executive Director, received options prior to the Group joining AIM. 
Number of options over shares 
At 31 March 2008 At 1 April 2007
S N Moon 17,455,251 2,411,773
I Ford 2,751,479 —
N C Bain 330,300 330,300
20,537,030 2,742,073
The unapproved share options at 31 March 2008 of the Directors who served during the year are set 
out below: 
Grant date Number
awarded
Exercise
price/share
Earliest
exercise date
Expiry date
S N Moon June 2004 700,954 1.000p June 2007 June 2014
 July 2005 1,294,153 3.500p June 2008 July 2015
 June 2007 15,043,478 2.875p June 2010 June 2017
N C Bain June 2004 330,300 1.000p June 2007 June 2014
17,368,885
The EMI share options at 31 March 2008 of the Directors who served during the year are set out below: 
Grant date Number
awarded
Exercise
price/share
Earliest
exercise date
Expiry date
S N Moon June 2004 416,666 1.000p June 2007 June 2014
I Ford November 2007 2,751,479 3.380p November 2010 November 2017
3,168,145
All options were granted with an exercise price at or above market value on the date of grant. 
On 1 September 2008 the Company announced that further to an announcement on 1 August 2008 the 
Company's Remuneration Committee had approved the grant of options over 44,166,575 ordinary shares of 
0.1p each to certain Directors and employees of the Company. As a condition of the grant of options, certain 
Directors surrendered 19,089,110 existing options and an additional 3,709,384 existing options were 
surrendered by other existing employees. 
Dawson Buck 
Chairman of the Remuneration Committee 
2 September 2008 
provexis revised.pdf   18 provexis revised.pdf   18 05/09/2008   10:08:12 05/09/2008   10:08:12
BlacK BlacK Independent auditors’ report
Provexis plc Annual report and accounts 2008        19 
To the shareholders of Provexis plc 
We have audited the Group and parent company financial statements (the ''financial statements'') of 
Provexis plc for the year ended 31 March 2008, which comprise: Consolidated Income Statement, 
Consolidated Balance Sheet, Consolidated Cash Flow Statement, Consolidated Statement of Changes in 
Equity, the Parent company Balance Sheet and the related Notes to the Financial Statements. These 
financial statements have been prepared under the accounting policies set out therein. 
Respective responsibilities of directors and auditors 
The Directors' responsibilities for preparing the Annual Report and Group financial statements in accordance 
with applicable law and International Financial Reporting Standards (“IFRS”) as adopted by the European 
Union and for preparing the parent company financial statements in accordance with applicable law and 
United Kingdom accounting standards (United Kingdom Generally Accepted Accounting Practice) are set out 
in the Directors Report: Directors' responsibility statement. 
Our responsibility is to audit the financial statements in accordance with relevant legal and regulatory 
requirements and International Standards on Auditing (UK and Ireland). 
We report to you our opinion as to whether the financial statements give a true and fair view and have been 
properly prepared in accordance with the Companies Act 1985 and whether the information given in the 
Directors’ Report is consistent with those financial statements. We also report to you if, in our opinion, the 
Company has not kept proper accounting records, if we have not received all the information and 
explanations we require for our audit, or if information specified by law regarding directors' remuneration and 
other transactions is not disclosed. 
We read other information contained in the annual report and consider whether it is consistent with the 
audited financial statements. This other information comprises only the Corporate Statement, Key Highlights, 
Chairman’s Statement, Chief Executive’s Statement and the Directors’ Report. We consider the implications 
for our report if we become aware of any apparent misstatements or material inconsistencies with the 
financial statements. Our responsibilities do not extend to any other information. 
Our report has been prepared pursuant to the requirements of the Companies Act 1985 and for no other 
purpose. No person is entitled to rely on this report unless such a person is a person entitled to rely upon this 
report by virtue of and for the purpose of the Companies Act 1985 or has been expressly authorised to do so 
by our prior written consent. Save as above, we do not accept responsibility for this report to any other 
person or for any other purpose and we hereby expressly disclaim any and all such liability. 
Basis of audit opinion 
We conducted our audit in accordance with International Standards on Auditing (UK and Ireland) issued by 
the Auditing Practices Board. An audit includes examination, on a test basis, of evidence relevant to the 
amounts and disclosures in the financial statements. It also includes an assessment of the significant 
estimates and judgements made by the Directors in the preparation of the financial statements, and of 
whether the accounting policies are appropriate to the Group's and Company’s circumstances, consistently 
applied and adequately disclosed. 
We planned and performed our audit so as to obtain all the information and explanations which we 
considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the 
financial statements are free from material misstatement, whether caused by fraud or other irregularity or 
error. In forming our opinion we also evaluated the overall adequacy of the presentation of information in the 
financial statements. 
provexis revised.pdf   19 provexis revised.pdf   19 05/09/2008   10:08:12 05/09/2008   10:08:12
BlacK BlacK Independent auditors’ report continued 
Provexis plc Annual report and accounts 2008        20 
Opinion
In our opinion: 
• the Group financial statements give a true and fair view, in accordance with IFRSs as adopted by the 
European Union, of the state of the Group's affairs as at 31 March 2008 and of its loss for the year 
then ended; 
• the parent company financial statements give a true and fair view, in accordance with United Kingdom 
Generally Accepted Accounting Practice, of the state of the parent company's affairs as at 
31 March 2008; 
• the financial statements have been properly prepared in accordance with the Companies Act 1985; and 
• the information given in the Directors’ Report is consistent with the financial statements. 
BDO STOY HAYWARD LLP 
Chartered Accountants 
and Registered Auditors 
Reading
2 September 2008 
provexis revised.pdf   20 provexis revised.pdf   20 05/09/2008   10:08:12 05/09/2008   10:08:12
BlacK BlacK Consolidated income statement 
Provexis plc Annual report and accounts 2008        21 
Year
ended
31 March
2008
Year
ended
31 March 
2007
 Note £ £
Revenue 1,3 161,702 66,653
Grant income 4 133,649 44,987
Research and development costs (517,243) (340,221)
Administrative costs (986,073) (1,260,531)
Loss from operations 5 (1,207,965) (1,489,112)
Finance income 8 57,587 28,435
Finance costs 8 (1,280) (90,000)
Loss before tax (1,151,658) (1,550,677)
Taxation 9 134,371 —
Loss for the year from continuing operations (1,017,287) (1,550,677)
Discontinued operation
Loss for the year from discontinued operation 10 (145,397) (898,979)
Loss for the year (1,162,684) (2,449,656)
Attributable to:
Equity holders of the parent 22 (1,189,117) (2,437,855)
Minority interest 26,433 (11,801)
(1,162,684) (2,449,656)
Loss per share from continuing and discontinued 
operations to equity holders of the parent 
Basic and diluted – pence 11 0.30 0.97
Loss per share from continuing operations to equity 
holders of the parent 
Basic and diluted – pence 11 0.26 0.61
provexis revised.pdf   21 provexis revised.pdf   21 05/09/2008   10:08:12 05/09/2008   10:08:12
BlacK BlacK Consolidated balance sheet 
Provexis plc Annual report and accounts 2008        22 
As at 
31 March
2008
As at 
31 March
2007
 Notes £ £
Non-current assets 
Goodwill 12 6,902,013 6,902,013
Other intangible assets 12 20,597 —
Plant and equipment 14 74,094 12,607
Total non-current assets 6,996,704 6,914,620
Current assets 
Inventories 15 — 38,466
Trade and other receivables 16 416,874 378,626
Cash and cash equivalents 17 532,581 115,824
Total current assets 949,455 532,916
Liabilities
Current liabilities 
Trade and other payables 18 (361,496) (738,975)
Borrowings 19 — (100,000)
Total liabilities (361,496) (838,975)
Total net assets 7,584,663 6,680,561
Capital and reserves attributable to equity holders of the 
parent company 
Share capital 20 4,017,244 2,510,386
Share premium reserve 22 5,992,212 5,391,867
Merger reserve 22 6,273,909 6,273,909
Retained earnings 22 (8,698,702) (7,541,168)
Equity attributable to equity holders of the parent 7,584,663 6,634,994
Minority interests — (26,433)
Total equity  7,584,663 6,608,561
These consolidated financial statements were approved and authorised for issue by the Board on 
2 September 2008. The notes on pages 25 to 46 form part of these consolidated financial statements. 
Stephen Moon    Ian Ford 
Director     Director 
On behalf of the Board of Provexis plc 
2 September 2008 
provexis revised.pdf   22 provexis revised.pdf   22 05/09/2008   10:08:12 05/09/2008   10:08:12
BlacK BlacK Consolidated cash flow statement 
Provexis plc Annual report and accounts 2008        23 
Year ended
31 March 
2008
Year ended
31 March
2007
£ £
Cash flows from operating activities 
Loss after tax and discontinued operations (1,162,684) (2,449,656)
Adjustments for: 
Depreciation 15,229 4,035
Net finance income (56,307) 61,565
Taxation (134,371) —
Share-based payment charge 31,583 118,619
Operating loss before changes in working capital (1,306,550) (2,265,437)
Decrease / (increase) in inventories 38,466 (20,503)
Decrease in trade and other receivables 159,759 175,476
Decrease in trade and other payables (377,479) (68,265)
Net cash outflow from operating activities (1,485,804) (2,178,729)
Cash flows from investing activities 
Purchase of plant and equipment (76,716) (125)
Purchase of intangible assets (20,597) —
Interest received 57,587 28,435
Cash (used in) / generated by investing activities (39,726) 28,310
Cash flows from financing activities 
Proceeds from issue of share capital – share placing 2,149,750 —
Expenses paid on share issue (188,283) —
Proceeds from exercise of share options 82,100 —
(Repayment of) / increase in borrowings (100,000) 100,000
Interest paid (1,280) —
Cash generated by financing activities 1,942,287 100,000
Net increase / (decrease) in cash and cash equivalents 416,757 (2,050,419)
Cash and cash equivalents at beginning of year 115,824 2,166,243
Cash and cash equivalents at end of year 532,581 115,824
provexis revised.pdf   23 provexis revised.pdf   23 05/09/2008   10:08:12 05/09/2008   10:08:12
BlacK BlacK Consolidated statement of changes in equity 
Provexis plc Annual report and accounts 2008        24 
    Total equity 
     attributable 
     to equity 
 Share Share Merger Retained holders of Minority Total
 capital premiumreserveearningsthe parent interestsEquity
 £ ££££££
               
At 1 April 2006 2,500,010 5,312,243 6,273,909(5,221,932) 8,864,230 (14,632) 8,849,598 
        
Share based charges ——— 118,619 118,619 — 118,619
        
Issue of shares – SEDA 
implementation fee 10,376 79,624 —— 90,000 — 90,000
        
Loss for the year ——— (2,437,855) (2,437,855) (11,801) (2,449,656) 
        
At 31 March 2007 2,510,386 5,391,867 6,273,909(7,541,168) 6,634,994 (26,433) 6,608,561 
        
Share based charges ——— 31,583 31,583 — 31,583
        
Issue of shares – placing 
12 April 2007 1,433,166 528,301 —— 1,961,467 — 1,961,467
        
Issue of shares – exercise 
of share options 73,692 72,044 —— 145,736 — 145,736
        
Loss for the year ——— (1,189,117) (1,189,117) 26,433 (1,162,684)
       
At 31 March 2008 4,017,244 5,992,212 6,273,909 (8,698,702) 7,584,663 — 7,584,663
        
The loss for the year represents the total recognised income and expense for the year. 
provexis revised.pdf   24 provexis revised.pdf   24 05/09/2008   10:08:12 05/09/2008   10:08:12
BlacK BlacK Notes to the consolidated financial statements
Provexis plc Annual report and accounts 2008        25 
1. Accounting policies 
General information 
Provexis plc is a public limited company incorporated and domiciled in Great Britain under the 
Companies Act 1985 (registration number 5102907). The address of the registered office is Thames Court, 
1 Victoria Street, Windsor, Berkshire SL4 1YB, UK. 
As described in the Directors’ Report, the main activities of the Group are those of discovering, developing 
and licensing scientifically-proven technologies for the global functional food, medical food and dietary 
supplement sectors. 
Basis of preparation 
The Group financial statements have been prepared in accordance with International Financial Reporting 
Standards (“IFRS”) as adopted by the EU for the first time, having previously been prepared in accordance 
with UK Generally Accepted Accounting Principles (“UK GAAP”). The disclosures required by IFRS 1 
‘First-time Adoption of International Financial Reporting Standards’ concerning the transition from UK GAAP 
to IFRS are given in note 27. 
The preparation of the consolidated financial statements in accordance with IFRS resulted in changes to the 
accounting policies compared with the most recent Group financial statements prepared under UK GAAP. 
The accounting policies set out below have been applied to all periods presented in these Group financial 
statements and are in accordance with IFRS, as adopted by the European Union, and International Financial 
Reporting Interpretations Committee (“IFRIC”) interpretations that were applicable for the year ended 
31 March 2008.
The Group has elected to make use of the exemptions available in IFRS 1 as follows: 
• IFRS 2 ‘Share-based Payment’ has been applied to all grants of employee options after 
7 November 2002 that had not vested by 1 April 2006. 
• IFRS 3 ‘Business Combinations’ has not been applied retrospectively to business combinations that 
occurred before 1 April 2006. 
• IAS 32 ‘Financial Instruments: Presentation’ and IAS 39 ‘Financial Instruments: Recognition and 
Measurement’ is being applied from 1 April 2007. 
The following new standards, amendments to standards and interpretations have been issued but are not 
effective for the financial year ended 31 March 2008 and have not been adopted early as the Directors do 
not expect these interpretations to have a material effect on the Group: 
• IFRS 8 ‘Operating Segments’ effective for accounting periods beginning on or after 1 January 2009; 
• IFRIC 13 ‘Customer Loyalty Programmes’ effective for accounting periods beginning on or after 
1 July 2008; 
• IFRIC 14 ‘The Limit on a Defined Benefit Asset, Minimum Funding Requirements and their Interaction’ 
effective for accounting periods beginning on or after 1 January 2008; 
• IAS 23 ‘Borrowing Costs’ effective for accounting periods beginning on or after 1 January 2009;
• IFRIC 12 ‘Service Concession Arrangements’ effective for accounting periods beginning on or after 
1 January 2008; 
• Revised IFRS 3 ‘Business Combinations’ and complementary amendments to IAS 27 ‘Consolidated and 
Separate Financial Statements’ effective for accounting periods beginning on or after 1 January 2010 
and 1 July 2009 respectively; 
• Amendment to IFRS 2 ‘Share-based Payments: Vesting Conditions and Cancellations’ effective for 
accounting periods beginning on or after 1 January 2009; 
provexis revised.pdf   25 provexis revised.pdf   25 05/09/2008   10:08:12 05/09/2008   10:08:12
BlacK BlacK Notes to the consolidated financial statements continued 
Provexis plc Annual report and accounts 2008        26 
1. Accounting policies (continued) 
Basis of preparation (continued) 
• Amendment to IAS 1 ‘Presentation of Financial Statements’ effective for accounting periods beginning 
on or after 1 January 2009; 
• Amendment to IAS 32 ‘Financial Instruments: Presentation’ and IAS 1 ‘Presentation of Financial 
Statements – Puttable Financial Instruments and Obligations Arising on Liquidation’ effective for 
accounting periods beginning on or after 1 January 2009; and 
• ‘Improvements to IFRS’ effective over a range of dates, the earliest being for accounting periods 
beginning on or after 1 January 2009. 
The Group has made estimates under IFRS as at 1 April 2006, the date of transition, which are consistent 
with those estimates made at the same date under UK GAAP and there is no objective evidence that those 
estimates were in error. 
Basis of consolidation 
Subsidiaries are all entities (including special purpose entities) over which the Group has the power to 
govern the financial and operating policies generally accompanying a shareholding of more than one half of 
the voting rights. The existence and effect of potential voting rights that are currently exercisable or 
convertible are considered when assessing whether the Group controls another entity. Subsidiaries are fully 
consolidated from the date on which control is transferred to the Group. They are de-consolidated from the 
date that control ceases. 
The consolidated financial information presents the results of the Company and its subsidiaries, 
Provexis Nutrition Limited, Provexis Natural Products Limited and Provexis (IBD) Limited as if they formed a 
single entity ("the Group"). All subsidiaries share the same reporting date, 31 March, as Provexis plc Intra 
Group balances are eliminated in preparing the financial statements. 
The purchase method of accounting is used to account for the acquisition of subsidiaries by the Group. The 
cost of an acquisition is measured as the fair value of the assets given, equity instruments issued and 
liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the acquisition. 
Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are 
measured initially at their fair values at the acquisition date, irrespective of the extent of any minority interest. 
The excess of the cost of acquisition over the fair value of the Group’s share of the identifiable net assets 
acquired is recorded as goodwill. 
Revenue
Revenue comprises the fair value received or receivable for exclusivity arrangements and collaboration 
agreements net of value added tax.
The accounting policies for the principal revenue streams of the Group are that exclusivity arrangements and 
related services are recognised as revenue in the accounting period in which the related services are 
rendered, or activities performed, by reference to completion of the specific transaction. 
Leased assets 
Leases, which contain terms whereby the Group does not assume substantially all the risks and rewards 
incidental to ownership of the leased item are classified as operating leases. Operating lease rentals are 
charged to the income statement on a straight line basis over the lease term. The Group does not hold any 
assets under finance leases. 
provexis revised.pdf   26 provexis revised.pdf   26 05/09/2008   10:08:12 05/09/2008   10:08:12
BlacK BlacK Notes to the consolidated financial statements continued 
Provexis plc Annual report and accounts 2008        27 
1. Accounting policies (continued) 
Intangible assets 
Goodwill
Goodwill represents the excess of the cost of an acquisition over the fair value of the Group’s share of the 
identifiable net assets acquired. Goodwill on acquisition of subsidiaries is included in ‘intangible assets’. 
Separately recognised goodwill is tested annually for impairment and carried at cost less accumulated 
impairment losses. 
An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its 
recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and 
value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which 
there are separately identifiable cash flows. 
Impairment losses on goodwill are not reversed. Gains and losses on the disposal of an entity include the 
carrying amount of goodwill relating to the entity sold. 
Research and development 
Certain Group products are in the research phase and others are in the development phase. Expenditure 
incurred on the development of internally generated products is capitalised if it can be demonstrated that: 
● It is technically feasible to develop the product for it to be sold; 
● Adequate resources are available to complete the development; 
● There is an intention to complete and sell the product; 
● The Group is able to sell the product; 
● Sale of the product will generate future economic benefits; and 
● Expenditure on the project can be measured reliably. 
The value of the capitalised development cost is assessed for impairment annually. The value is written 
down immediately if impairment has occurred. Development costs are not being amortised as income has 
not yet been realised from the underlying technology.
Development expenditure, not satisfying the above criteria, and expenditure on the research phase of 
internal projects is recognised in the income statement as incurred. 
Patents and trademarks 
The costs incurred in establishing patents and trademarks are either expensed or capitalised in accordance 
with the corresponding treatment of the development expenditure for the product to which they relate. 
Plant and equipment 
Plant and machinery, fixtures, fittings and computer equipment and laboratory equipment are stated at 
historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost 
includes expenditure that is directly attributable to the acquisition of the items. Depreciation is charged to the 
income statement on all plant and equipment at rates calculated to write off the cost or valuation, less 
estimated residual value, of each asset on a straight line basis over their estimated useful lives, which is 
3 years for plant and machinery, fixtures, fittings and computer equipment and 5 years for 
laboratory equipment. 
The assets’ residual values and useful lives are determined by the Directors and reviewed and adjusted if 
appropriate at each balance sheet date in accordance with the Group policy for impairment of assets. 
provexis revised.pdf   27 provexis revised.pdf   27 05/09/2008   10:08:12 05/09/2008   10:08:12
BlacK BlacK Notes to the consolidated financial statements continued 
Provexis plc Annual report and accounts 2008        28 
1. Accounting policies (continued) 
Impairment of assets 
Assets that have a finite useful life but that are not yet in use and are therefore not subject to amortisation or 
depreciation are tested annually for impairment. Assets that are subject to amortisation are reviewed for 
impairment annually and when events or circumstances suggest that the carrying amount may not be 
recoverable, an impairment loss is recognised for the amount by which the asset’s carrying amount exceeds 
its recoverable amount. 
If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of 
the asset is reduced to its recoverable amount. An impairment loss is recognised immediately in the income 
statement, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is 
treated as a revaluation decrease. 
Where an impairment loss subsequently reverses, the carrying amount of the asset is increased to the 
revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the 
carrying amount that would have been determined had no impairment loss been recognised for the asset in 
prior periods. A reversal of an impairment loss is recognised immediately in the income statement, unless the 
relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as 
a revaluation increase. 
Inventories
Inventories are materials and supplies to be consumed in the course of research and development and are 
stated at the lower of cost and net realisable value. Cost includes materials, related contract manufacturing 
costs and other direct costs. Cost is calculated using the first-in first-out method. Net realisable value is 
based on estimated selling price, less further costs expected to be incurred to completion and disposal. 
Provision is made for obsolete, slow-moving or defective items where appropriate.
Discontinued operation 
The results of operations discontinued during the year are included in the consolidated income statement up 
to the date of disposal. A discontinued operation is a component of the Group's business that represents a 
separate major line of business or geographical area of operations or its subsidiary acquired exclusively with 
a view to resale, that has been disposed of, has been abandoned or that meets the criteria to be classified as 
held for sale. 
Discontinued operations are presented on the income statement (including the comparative period) as a 
single line which comprises the post tax profit or loss of the discontinued operation and the gain or loss 
recognised on the re-measurement to fair value less costs to sell or on disposal of the assets/disposal 
Groups constituting discontinued operations. 
Financial instruments 
Financial assets 
The Group’s financial assets are comprised of ‘trade and other receivables’ and ‘cash and cash equivalents’. 
They are recognised initially at their fair value and subsequently at amortised cost. The Group will assess at 
each balance sheet date whether there is objective evidence that the financial asset is impaired. If an asset 
is judged to be impaired the carrying amount of the asset will be adjusted to its impaired valuation. 
Financial liabilities 
The Group’s financial liabilities comprise ‘trade and other payables’ and ‘borrowings’. These are recognised 
initially at fair value and subsequently at amortised cost. 
Cash and cash equivalents 
Cash and cash equivalents comprise cash at bank and in hand. 
Government grants 
Government grants are recognised when there is reasonable assurance that the grant will be received and 
the Group will comply with all attached conditions. Government grants are recognised in the income 
statement in the same period to which the costs that they are intended to compensate are expensed. 
provexis revised.pdf   28 provexis revised.pdf   28 05/09/2008   10:08:12 05/09/2008   10:08:12
BlacK BlacK Notes to the consolidated financial statements continued 
Provexis plc Annual report and accounts 2008        29 
1. Accounting policies (continued) 
Taxation
Current tax is provided at amounts expected to be recovered or to be paid using the tax rates and tax laws 
that have been enacted or substantively enacted at the balance sheet date. When research and 
development tax credits are claimed they are recognised on an accruals basis and are included as a 
taxation credit. 
Deferred tax assets and liabilities are recognised where the carrying amount of an asset or liability on the 
balance sheet differs from its tax base, except for differences arising on: 
• The initial recognition of an asset or liability in a transaction which is not a business combination and at 
the time of the transaction affects neither accounting or taxable profit; and 
• Investments in subsidiaries where the Group is able to control the timing of the reversal of the difference 
and it is probable that the difference will not reverse in the foreseeable future. 
Recognition of deferred tax assets is restricted to those instances where it is probable that taxable profits will 
be available against which the difference can be utilised. 
The amount of the asset or liability is determined using tax rates that have been enacted or substantively 
enacted by the balance sheet date and are expected to apply when the deferred tax liabilities/(assets) are 
settled/(recovered). Deferred tax balances are not discounted. 
Deferred tax assets and liabilities are offset when the Group has a legally enforceable right to offset current 
tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax 
authority on either: 
• The same taxable Group Company; or 
• Different Group entities which intend to settle current tax assets and liabilities on a net basis, or to realise 
the assets and settle the liabilities simultaneously, on each future period in which significant amounts of 
deferred tax assets or liabilities are expected to be settled or recovered. 
Foreign currency translation 
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing 
at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such 
transactions and from the translation at period end exchange rates of monetary assets and liabilities 
denominated in foreign currencies are recognised in the income statement. 
Employee benefits 
(i) Defined contribution plans 
The Group provides retirement benefits to all employees and Executive Directors. The assets of these 
schemes are held separately from those of the Group in independently administered funds. Contributions 
made by the Group are charged to the income statement in the period in which they become payable. 
(ii) Accrued holiday pay 
Provision has been made at the balance sheet date for holidays accrued but not taken at the salary of the 
relevant employee at that date. 
(iii) Share-based payment transactions 
The Group operates an equity-settled, share-based compensation plan. Where share options are awarded to 
employees and others providing similar services, the fair value of the options at the date of grant is charged 
to the income statement over the vesting period. Non-market vesting conditions are taken into account by 
adjusting the number of equity instruments expected to vest at each balance sheet date so that, ultimately, 
the cumulative amount recognised over the vesting period is based on the number of options that eventually 
vest. Market vesting conditions are factored into the fair value of the options when granted. As long as all 
other vesting conditions are satisfied, a charge is made irrespective of whether the market vesting conditions 
are satisfied. The cumulative charge is not adjusted for failure to achieve a market vesting condition. If the 
terms and conditions of options are modified before they vest, the change in the fair value of the options, 
measured immediately before and after the modification, is also charged to the income statement over the 
remaining vesting period. Where equity instruments are granted to persons other than employees and others
provexis revised.pdf   29 provexis revised.pdf   29 05/09/2008   10:08:12 05/09/2008   10:08:12
BlacK BlacK Notes to the consolidated financial statements continued 
Provexis plc Annual report and accounts 2008        30 
1. Accounting policies (continued)
Employee benefits (continued) 
(iii) Share-based payment transactions (continued) 
providing similar services, the income statement is charged with the fair value of goods and 
services received. 
The proceeds received when options are exercised, net of any directly attributable transaction costs, are 
credited to share capital (nominal value) and the remaining balance to share premium. 
National insurance on share options 
All employee option holders sign statements that they will be liable for any employers national insurance 
arising on the exercise of share options. 
Interest income 
Interest income is recognised on a time-proportion basis using the effective interest rate method. 
Critical accounting estimates and judgements 
The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting 
estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the 
financial statements and the reported amounts of revenues and expenses during the reporting period. 
Estimates and judgements are continually made and are based on historic experience and other factors, 
including expectations of future events that are believed to be reasonable in the circumstances. 
As the use of estimates is inherent in financial reporting, actual results could differ from these estimates. 
The Directors believe the following to be the key areas of estimation and judgement: 
(i) Research and development 
Under IAS 38 Intangible Assets, development expenditure which meets the recognition criteria of the 
standard must be capitalised and amortised over the useful economic lives of intangible assets from product 
launch. The Directors consider that the criteria to capitalise development expenditure were met in 2007 for 
one of the Group’s products. 
(ii) Share-based payments 
The Group operates an equity-settled, share-based compensation plan. Employee and similar services 
received, and the corresponding increase in equity, are measured by reference to the fair value of the equity 
instruments at the date of grant, which is based upon certain assumptions over the future performance of the 
share price. 
(iii) Discontinued operation 
The discontinued operation referred to in the accounts is the Sirco
®
 juice drink which ceased production in 
July 2007. There were no stock or other write offs associated with the cessation of Sirco
®
. All costs and 
income relating to the Sirco
®
 business have been recognised as discontinued in the financial statements. 
(iv) Goodwill and impairment 
The recoverable amount of goodwill is determined based on value-in-use calculations, and the Group’s 
activities are treated as a single cash-generating unit. The value-in-use calculations have used post-tax cash 
flow projections based on the Group consolidated budget for the year ending March 2009 and agreed 
business plans for the two years ending March 2011. Subsequent cash flows are extrapolated using an 
estimated growth rate of 2%. 
The key assumptions for the value-in-use calculations are those regarding discount rates, revenue 
commencement dates, growth rates and expected changes in margins. Management estimate discount rates 
using pre-tax rates that reflect the current market assessment of the time value of money and the risks 
specific to the cash-generating units. Changes in selling prices and direct costs are based on past 
experience and expectations of future changes in the market. 
Post-tax cash flow projections have been discounted to calculate value in use using a post-tax discount rate 
of 15% (2007: 15%). The value-in-use calculations did not indicate any impairment in goodwill. 
provexis revised.pdf   30 provexis revised.pdf   30 05/09/2008   10:08:13 05/09/2008   10:08:13
BlacK BlacK Notes to the consolidated financial statements continued 
Provexis plc Annual report and accounts 2008        31 
2. Financial risk management 
2.1 Financial risk factors 
The Group’s activities inevitably expose it to a variety of financial risks: market risk (including currency risk, 
cash flow interest rate risk and fair value interest rate risk), credit risk and liquidity risk. 
It is Group policy not to enter into speculative positions using complex financial instruments. The Group’s 
primary treasury objective is to minimise exposure to potential capital losses whilst at the same time securing 
favourable market rates of interest on Group cash deposits using money market deposits with banks. Cash 
balances used to settle the liabilities from operating activities are also maintained in current accounts which 
earn interest at variable rates. 
(a) Market risk  
Foreign exchange risk 
The Group primarily enters into contracts which are to be settled in UK pounds. However, some contracts 
involve other major world currencies including the US Dollar and the Euro. Where large contracts of more 
than £50,000 total value are to be settled in foreign currencies consideration is given to converting the 
appropriate amounts to or from UK pounds at the outset of the contract to minimise the risk of adverse 
currency fluctuations. 
At 31 March 2008 the Group had trade payables denominated in Euros of £20,338, translated at the year 
end rate of £1 : 1.2566 Euros. If the Euro exchange rate at 31 March 2008 had weakened/strengthened 
against the UK pound by 5% the post-tax loss for the year would have been £968 lower/£1,070 higher. 
Cash flow and fair value interest rate risk 
The Group’s interest rate risk arises from medium term and short term money market deposits. Deposits 
which earn variable rates of interest expose the Group to cash flow interest rate risk. Deposits at fixed rates 
expose the Group to fair value interest rate risk. 
The Group analyses its interest rate exposure on a dynamic basis throughout the year.
(b) Credit risk 
Credit risk arises from cash and cash equivalents and deposits with banks and financial institutions as well 
as credit exposure in relation to outstanding receivables. Group policy is to place deposits with institutions 
with investment grade A2 or better (Moody’s credit rating) and deposits are made in sterling only. The Group 
does not expect any losses from non-performance by these institutions. Management believes that the 
carrying value of outstanding receivables and deposits with banks represents the Group’s maximum 
exposure to credit risk. 
(c) Liquidity risk 
Liquidity risk arises from the Group’s management of working capital, it is the risk that the Group will 
encounter difficulty in meeting its financial obligations as they fall due. Prudent liquidity risk management 
implies maintaining sufficient cash and cash equivalents and management monitors rolling forecasts of the 
Group’s liquidity on the basis of expected cash flow. 
The Group had trade and other payables at the balance sheet date of £361,496 (2007: £738,975) as 
disclosed in note 18 on page 39. 
2.2 Capital risk management 
The Group remains funded primarily by equity capital which reflects the development status of its products. 
The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going 
concern in order to provide returns for equity holders of the Company and benefits for other stakeholders and 
to maintain an optimal capital structure to reduce the cost of capital. 
2.3 Fair value estimation 
The Group uses amortised cost, using the effective interest rate method, to determine subsequent fair value 
after initial recognition, for its financial instruments. 
provexis revised.pdf   31 provexis revised.pdf   31 05/09/2008   10:08:13 05/09/2008   10:08:13
BlacK BlacK Notes to the consolidated financial statements continued 
Provexis plc Annual report and accounts 2008        32 
3. Segmental reporting 
Revenue, net assets and results are wholly attributable to the principal activity of the Group and arise solely 
within the United Kingdom, therefore no segmental analysis has been reported. 
4. Grant income 
Year ended
31 March
2008
Year ended 
31 March 
2007
£ £
NWDA R&D grant income recognised in income statement 133,649 44,987
133,649 44,987
5. Operating loss 
Year ended
31 March
2008
Year ended
31 March
2007
£ £
Operating loss is stated after charging: 
Depreciation of plant and equipment 15,229 4,035
Operating lease costs – land and buildings 60,174 25,113
The total fees of the Group’s auditor, BDO Stoy Hayward LLP, for services provided are analysed below: 
Year ended
31 March 
2008
Year ended
31 March
2007
£ £
Audit services 
Parent company 19,245 18,000
Subsidiaries 34,214 32,000
Tax services – compliance 
Parent company 8,990 3,100
Subsidiaries 20,010 6,900
Other services 
Parent company – share option scheme advice 10,000 —
Subsidiary – NWDA grant 3,000 —
Total fees 95,459 60,000
provexis revised.pdf   32 provexis revised.pdf   32 05/09/2008   10:08:13 05/09/2008   10:08:13
BlacK BlacK Notes to the consolidated financial statements continued 
Provexis plc Annual report and accounts 2008        33 
6. Wages and salaries 
The average monthly number of persons (including all Directors) employed by the Group during the year was 
as follows: 
 Year ended
 31 March 
2008
Year ended
31 March
2007
Administrative staff 3 2
Research and development staff 5 4
Directors 5 4
13 10
Their aggregate emoluments were: 
 Year ended
 31 March 
2008
Year ended
31 March
2007
£ £
Wages and salaries 701,364 717,328
Social security costs 64,955 84,188
Other pension and insurance benefits costs 31,239 37,396
Total cash settled emoluments 797,558 838,912
Accrued holiday pay 11,243 —
Share-based payment remuneration charge: equity settled 31,583 118,619
Total emoluments 840,384 957,531
7. Directors’ emoluments 
 Year ended
 31 March
2008
Year ended
31 March
2007
£ £
Directors
Aggregate emoluments 345,792 289,286
Company pension contributions 11,979 12,834
Emoluments disclosed above include the following amounts in respect of the highest paid Director: 
 Year ended
 31 March
2008
Year ended
31 March
2007
£ £
Aggregate emoluments 167,609 122,950
Company pension contributions 7,500 6,759
Further details of Directors’ emoluments are included in the Remuneration report on pages 16 to 18. 
provexis revised.pdf   33 provexis revised.pdf   33 05/09/2008   10:08:13 05/09/2008   10:08:13
BlacK BlacK Notes to the consolidated financial statements continued 
Provexis plc Annual report and accounts 2008        34 
8. Finance income and costs 
 Year ended
 31 March
2008
Year ended
31 March
2007
£ £
Bank interest receivable 57,587 28,435
Finance costs payable (1,280) (90,000)
56,307 (61,565)
9. Taxation 
Continuing operations 
Year ended
31 March
2008
Year ended
31 March
2007
£ £
Current tax income 
United Kingdom corporation tax research and development credit 53,651 —
Adjustment in respect of prior period 
United Kingdom corporation tax research and development credit 80,720 —
Taxation credit 134,371 —
The tax assessed for the year is different from the standard rate of corporation tax in the UK. The differences 
are explained below: 
Year ended
31 March
2008
Year ended
31 March
2007
£ £
Loss on ordinary activities before tax 1,151,658 1,550,677
Loss on ordinary activities before tax multiplied by the 
standard rate of corporation tax in the UK of 30% (2007: 30%) 345,497 465,203
Effects of: 
Expenses not deductible for tax purposes (14,011) (2,600)
Difference between depreciation and capital allowances (4,546) —
Other short-term timing differences 40,340 (152,120)
Unutilised tax losses and other deductions arising in the year (331,359) (310,483)
Tax deduction for share options exercised 26,925 —
Additional deduction for R&D expenditure 30,290 —
Surrender of tax losses for R&D tax credit refund (39,485) —
Adjustments in respect of prior years 80,720 —
Total tax credit for the year 134,371 —
At 31 March 2008 the Group UK tax losses to be carried forward are estimated to be £9,681,617 
(2007: £8,877,954). 
provexis revised.pdf   34 provexis revised.pdf   34 05/09/2008   10:08:13 05/09/2008   10:08:13
BlacK BlacK Notes to the consolidated financial statements continued 
Provexis plc Annual report and accounts 2008        35 
9. Taxation (continued) 
Deferred tax 
Deferred tax assets amounting to £2,791,237 (2007: £2,793,234) have not been recognised on the basis that 
their future economic benefit is not certain. Assuming a prevailing tax rate of 28% when the timing 
differences reverse, the unrecognised deferred tax asset comprises: 
 Year ended
 31 March
2008
Year ended
31 March
2007
£ £
Depreciation in excess of capital allowances 9,264 5,569
Other short term timing differences 59,995 47,209
Unutilised tax losses 2,710,853 2,663,386
Share based payments 11,125 77,070
2,791,237 2,793,234
10. Discontinued operation 
On 2 July 2007 the Group announced that it had undertaken a strategic review of its Sirco
®
 juice brand and 
that in order to facilitate the negotiation of exclusive rights for potential license partners had decided to cease 
its production.
The table below shows the results of the Sirco
®
 juice drink that are included in the results of the Group for 
the year and the prior year and included within the discontinued operation. 
Year ended
31 March
2008
Year ended
31 March
2007
£ £
Income statement
Revenue 113,903 738,231
Cost of sales (121,179) (403,837)
Administrative expenses (138,121) (1,233,373)
Loss for the year from discontinued operation (145,397) (898,979)
Cash flow statement
Net cash flows from operating activities (145,397) (898,979)
(145,397) (898,979)
provexis revised.pdf   35 provexis revised.pdf   35 05/09/2008   10:08:13 05/09/2008   10:08:13
BlacK BlacK Notes to the consolidated financial statements continued 
Provexis plc Annual report and accounts 2008        36 
11. Loss per share 
Basic and diluted loss per share amounts are calculated by dividing the loss attributable to equity holders of 
the parent by the weighted average number of ordinary shares in issue during the period. There are 
34,473,376 share options in issue that are all currently anti-dilutive and have therefore been excluded from 
the calculation of the diluted loss per share. 
Year ended Year ended 
31 March 31 March
2008 2007
Loss – £ 
Continuing operations 1,043,720 1,538,876
Discontinued operation 145,397 898,979
1,189,117 2,437,855
Weighted average number of shares 395,384,662 250,765,567
Basic and diluted loss per share – pence 
Continuing operations 0.26 0.61
Discontinued operation 0.04 0.36
Total 0.30 0.97
Note 26 regarding the post balance sheet event details a new placing of shares in August 2008 which would 
have had an impact on the loss per share calculations above, had it taken place pre year end. 
12. Intangible assets 
Goodwill Development
costs
Total
££ £
Cost
At 1 April 2007 7,265,277 — 7,265,277
Additions  — 20,597 20,597
At 31 March 2008 7,265,277 20,597 7,285,874
Amortisation
At 1 April 2007 and 31 March 2008 363,264 — 363,264
Net book value 
At 31 March 2008 6,902,013 20,597 6,922,210
At 31 March 2007 6,902,013 — 6,902,013
Cost
At 1 April 2006 and 31 March 2007 7,265,277 — 7,265,277
Amortisation
At 1 April 2006 and 31 March 2007 363,264 — 363,264
Net book value 
At 31 March 2007 6,902,013 — 6,902,013
At 31 March 2006 6,902,013 — 6,902,013
Development costs represent costs incurred in registering patents that meet the capitalisation criteria set out 
in IAS 38, see also note 1. 
provexis revised.pdf   36 provexis revised.pdf   36 05/09/2008   10:08:13 05/09/2008   10:08:13
BlacK BlacK Notes to the consolidated financial statements continued 
Provexis plc Annual report and accounts 2008        37 
13. Goodwill and impairment 
Goodwill arising on consolidation represents the excess of the cost of an acquisition over the fair value of the 
Group’s share of the net assets of the acquired subsidiary at the date of acquisition. 
Goodwill arose on 23 June 2005 when the Company acquired the entire issued share capital of 
Provexis Natural Products Limited (formerly Provexis Limited), a private company engaged in research and 
development. Provexis Natural Products Limited has been consolidated using the purchase method and its 
results have been incorporated in the Group results from the date of acquisition. 
Goodwill arising on business combinations is not amortised but is reviewed for impairment on an annual 
basis or more frequently if there are indications that goodwill may be impaired. 
The recoverable amount of goodwill is determined based on value-in-use calculations, and the Group’s 
activities are treated as a single cash-generating unit. The value-in-use calculations have used post-tax cash 
flow projections based on the Group consolidated budget for the year ending March 2009 and business 
plans agreed by the Board for the two years ending March 2011. Subsequent cash flows are extrapolated 
using an estimated growth rate of 2%. 
The key assumptions for the value in use calculations are those regarding discount rates, revenue 
commencement dates, growth rates and expected changes in margins. Management estimate discount rates 
using pre-tax rates that reflect the current market assessment of the time value of money and the risks 
specific to the cash-generating unit. Changes in selling prices and direct costs are based on past experience 
and expectations of future changes in the market. 
Post-tax cash flow projections have been discounted to calculate value in use using a post-tax discount rate 
of 15% (2007: 15%). The value-in-use calculations did not indicate any impairment in goodwill. 
provexis revised.pdf   37 provexis revised.pdf   37 05/09/2008   10:08:13 05/09/2008   10:08:13
BlacK BlacK Notes to the consolidated financial statements continued 
Provexis plc Annual report and accounts 2008        38 
14. Plant and equipment 
Plant and 
machinery
Fixtures, fittings 
and computer 
equipment
Laboratory
equipment
Total
£ £££
Cost
At 1 April 2007 15,315 38,440 — 53,755
Additions —7,99168,72576,716
Disposals (15,315)(8,318)—(23,633)
At 31 March 2008 — 38,113 68,725 106,838
Depreciation
At 1 April 2007 15,315 25,833 — 41,148
Disposals (15,315)(8,318)—(23,633)
Charge for year — 10,689 4,540 15,229
At 31 March 2008 — 28,204 4,540 32,744
     
Net book value 
At 31 March 2008 — 9,909 64,185 74,094
At 31 March 2007 — 12,607 — 12,607
Plant and 
machinery
Fixtures, fittings 
and computer 
equipment
Laboratory
equipment
Total
£ £££
Cost
At 1 April 2006 15,315 38,315 — 53,630
Additions —  125 — 125
At 31 March 2007 15,315 38,440 — 53,755
Depreciation
At 1 April 2006 15,315 21,798 — 37,113
Charge for year — 4,035 — 4,035
At 31 March 2007 15,315 25,833 — 41,148
     
Net book value 
At 31 March 2007 — 12,607 — 12,607
At 31 March 2006 — 16,517 — 16,517
provexis revised.pdf   38 provexis revised.pdf   38 05/09/2008   10:08:13 05/09/2008   10:08:13
BlacK BlacK Notes to the consolidated financial statements continued 
Provexis plc Annual report and accounts 2008        39 
15. Inventories
31 March
2008
31 March
2007
£ £
Raw materials and consumables — 38,466
— 38,466
The amount of inventory recognised within the consolidated income statement for the year was £121,179 
(2007: £370,732). 
16. Trade and other receivables 
31 March
2008
31 March
2007
£ £
Amounts receivable within one year: 
Trade debtors 6,243 110,298
Corporation tax recoverable 136,774 —
Other debtors 107,641 80,066
Prepayments and accrued income 166,216 188,262
416,874 378,626
The Directors consider that the carrying amount of these receivables approximates to their fair value.
17. Cash and cash equivalents 
31 March 
2008
31 March
2007
£ £
 Cash at bank and in hand 532,581 115,824
532,581 115,824
18. Trade and other payables 
31 March
2008
31 March
2007
£ £
Trade creditors 156,248 395,664
Other taxes and social security 36,287 65,374
Accruals 160,362 277,937
Other creditors 8,599 —
361,496 738,975
The Directors consider that the carrying amount of these liabilities approximates to their fair value. 
provexis revised.pdf   39 provexis revised.pdf   39 05/09/2008   10:08:13 05/09/2008   10:08:13
BlacK BlacK Notes to the consolidated financial statements continued 
Provexis plc Annual report and accounts 2008        40 
19. Borrowings and loans 
31 March 
2008
31 March
2007
£ £
Short term bridging loan — 100,000
— 100,000
The short term bridging loan was provided by Angle Technology Limited (Angle) and Rising Stars Growth 
Fund (RSGF) in March 2007 and was repaid out of placing proceeds on 12 April 2007 for the new ordinary 
shares which Angle and RSGF had subscribed for. 
20. Share capital 
Authorised 31 March
2008
31 March
2007
31 March
2008
 31 March
2007
Number Number £ £
Ordinary shares of 1p each 550,000,000 400,000,000 5,500,000 4,000,000
Allotted, called up and fully paid 31 March
2008
31 March
2007
31 March
2008
 31 March
2007
Number Number £ £
Ordinary shares of 1p each 401,724,366 251,038,472 4,017,244 2,510,386
During the year ended 31 March 2008 the Company issued ordinary shares of 1p each as follows: 
Date Reason for issue Shares issued 
£ Number
12.04.07 Placing 1,433,166 143,316,664
02.05.07 Exercise of share options 33,659 3,365,871
15.05.07 Exercise of share options 11,216 1,121,609
16.08.07 Exercise of share options 18,182 1,818,182
27.09.07 Exercise of share options 10,635 1,063,568
  1,506,858150,685,894
During the year ended 31 March 2007 the Company issued ordinary shares of 1p as follows: 
Date Reason for issue Shares issued 
£ Number
06.06.06 Issue of shares for implementation fee 10,376 1,037,608
provexis revised.pdf   40 provexis revised.pdf   40 05/09/2008   10:08:13 05/09/2008   10:08:13
BlacK BlacK Notes to the consolidated financial statements continued 
Provexis plc Annual report and accounts 2008        41 
21. Share options 
In June 2005 the Company adopted a new share option scheme for employees (”the Provexis 2005 share 
option scheme”). Under the scheme, options to purchase ordinary shares are granted by the Board of 
Directors, subject to the exercise price of the option being not less than the market value at the grant date. 
The options vest after a period of 3 years and the vesting schedule is subject to predetermined overall 
company selection criteria. In the event that the option holder’s employment is terminated, the option may 
not be exercised unless the Board of Directors so permits. The options expire 10 years from the date 
of grant. 
The Company undertook a reverse takeover of Provexis Natural Products Limited (“PNP”, formerly Provexis 
Limited) in June 2005 through a share for share exchange. Prior to the takeover the Company and PNP had 
granted EMI options and unapproved options. Options granted by the Company prior to the takeover remain 
subject to the same terms as contained in the individual share option contracts under which they were 
originally granted. The PNP EMI options and unapproved options were rolled over into options over the 
Company’s ordinary shares, and these replacement options remain subject to the same terms as contained 
in the individual PNP share option contracts under which they were originally granted. 
At 31 March 2008 the number of ordinary shares subject to options granted over the 2005 and prior option 
schemes were: 
EMI options 
31 March 2008 31 March 2007 
Weighted
average
exercise price
(pence)
Number Weighted
average
exercise price 
(pence)
Number
Outstanding at the beginning of the year 3.32 15,181,064 3.30 13,514,414
Granted during the year 3.38 2,751,479 3.50 1,666,650
Exercised during the year 1.77 (6,498,207) ——
Cancelled during the year 8.62 (1,160,081) ——
Outstanding at the end of the year 3.72 10,274,255 3.32 15,181,064
The exercise price of EMI options outstanding at the end of the year ranged between 1p and 6.28p 
(2007: 1p and 8.62p) and their weighted average contractual life was 8 years (2007: 8.4 years). 
Of the total number of EMI options outstanding at the end of the year, 4,774,067 (2007: 9,261,547) had 
vested and were exercisable at the end of the year. Their weighted average exercise price was 4 pence 
(2007: 2.57 pence). 
The weighted average share price (at the date of exercise) of EMI options exercised during the year was 
3 pence.
Unapproved options 
31 March 2008 31 March 2007 
Weighted
average
exercise price
(pence)
Number Weighted
average
exercise price 
(pence)
Number
Outstanding at the beginning of the year 3.17 11,875,701 3.56 14,255,466
Granted during the year 2.87 17,304,347 ——
Exercised during the year 3.50 (871,023) ——
Cancelled during the year 4.66 (4,109,904) 5.50 (2,379,765)
Outstanding at the end of the year 2.70 24,199,121 3.17 11,875,701
The exercise price of unapproved options outstanding at the end of the year ranged between 1p and 6.28p 
(2007: 1p and 8.62p) and their weighted average contractual life was 8.62 years (2007: 8.29 years). 
provexis revised.pdf   41 provexis revised.pdf   41 05/09/2008   10:08:13 05/09/2008   10:08:13
BlacK BlacK Notes to the consolidated financial statements continued 
Provexis plc Annual report and accounts 2008        42 
21. Share options (continued)
Unapproved options (continued) 
Of the total number of unapproved options outstanding at the end of the year, 5,600,621 (2007: 5,600,621) 
had vested and were exercisable at the end of the year. 
The weighted average share price (at the date of exercise) of unapproved options exercised during the year 
was 3.75 pence.
Grant of options 
The fair values of the options have been estimated at the date of grant using the binomial method. 
The following table gives the assumptions used in valuing the grant of options made during the year: 
EMI options
31 March 2008
Unapproved
options
31 March 2008
EMI options
31 March 2007
    
Number of shares granted 2,751,479 17,304,347 1,666,650
Share price at grant date 3.00p 2.75p 6p
Option exercise price 3.38p 2.875p 3.818p
Expected life of options 10 years 10 years 10 years
Expected volatility 65% 78% 80%
Dividend yield 0% 0% 0%
Risk free rate 3.77% 4.44% 4%
Grant date 29 November 2007 6 June 2007 30 June 2006
Fair value per share under option 1.06p 1.42p 2.773p
No unapproved options were issued during the year ended 31 March 2007. 
At the Remuneration Committee meeting of 12 April 2007 it was noted that the exercise prices of existing 
share options were calculated prior to the impact of the placing in that month. The Committee deemed that it 
was appropriate and equitable to change the exercise price of existing share options to adjust for the dilutive 
effect of the placing. 
Market performance conditions of bottom tranche 4.5p, middle tranche 6p and top tranche 8p were applied 
in connection with vesting arrangements specified in individual option contracts. 
The expected life of the options is based on historical data and is not necessarily indicative of the exercise 
patterns that may occur. The expected volatility reflects the assumption that the historical volatility 
is indicative of future trends, which may not necessarily be the actual outcome. 
The total charge for the year relating to employee share based payment plans was £31,583 
(2007: £118,619) all of which related to equity settled share based payment transactions. 
On 1 September 2008 the Company announced that further to an announcement on 1 August 2008 the 
Company's Remuneration Committee had approved the grant of options over 44,166,575 ordinary shares of 
0.1p each to certain Directors and employees of the Company. As a condition of the grant of options, certain 
Directors surrendered 19,089,110 existing options and an additional 3,709,384 existing options were 
surrendered by other existing employees. 
provexis revised.pdf   42 provexis revised.pdf   42 05/09/2008   10:08:13 05/09/2008   10:08:13
BlacK BlacK Notes to the consolidated financial statements continued 
Provexis plc Annual report and accounts 2008        43 
22. Reserves 
Share premium 
reserve
Merger
reserve
Retained
earnings
Total
££££
At 1 April 2006 5,312,243 6,273,909 (5,221,932) 6,364,220
Loss for the year — — (2,437,855) (2,437,855)
Share-based charges — — 118,619 118,619
Shares issued during the year 79,624 — — 79,624
At 31 March 2007 5,391,867 6,273,909 (7,541,168) 4,124,608
Loss for the year — — (1,189,117) (1,189,117)
Share-based charges — — 31,583 31,583
Issue of shares – placing 528,301 — — 528,301
Issue of shares – exercise of
share options 72,044 — — 72,044
At 31 March 2008 5,992,212 6,273,909 (8,698,702) 3,567,419
The following describes the nature and purpose of each reserve within total equity: 
Share capital Amount subscribed for share capital at nominal value. 
Share premium Amount subscribed for share capital in excess of nominal value. 
Merger reserve The merger reserve arose on the reverse takeover in 2005 of Provexis Natural 
Products Limited (formerly Provexis Limited) by Provexis plc through a share for 
share exchange. 
Retained earnings Cumulative net gains and losses recognised in the consolidated income statement. 
23. Pension costs 
The pension charge represents contributions payable by the Group to independently administered funds 
which during the year ended 31 March 2008 amounted to £20,472 (2007: £37,552). Pension contributions 
payable but not yet paid at 31 March 2008 totalled £11,740 in respect of pension contribution entitlements 
where employees had not yet provided details of the funds to which the contributions should be made 
(2007: £5,515). In addition, pension contributions payable in arrears at 31 March 2008 totalled £2,876 
(2007: £1,658). All unpaid contributions are included in accrued social security costs at the balance 
sheet date. 
24. Operating lease commitments 
Future minimum rentals payable under non-cancellable operating leases are as follows: 
31 March
2008
31 March
2007
£ £
Due within 1 year 54,760 45,000
Due within 1–2 years 101,785 144,345
Due within 2–5 years — 12,200
156,545 201,545
Operating lease payments represent rentals payable by the Group for various offices. The leases have 
various terms, escalation clauses and renewal rights typical of lease agreements for the class of asset. 
provexis revised.pdf   43 provexis revised.pdf   43 05/09/2008   10:08:13 05/09/2008   10:08:13
BlacK BlacK Notes to the consolidated financial statements continued 
Provexis plc Annual report and accounts 2008        44 
25. Related party transactions 
There were no related party transactions in the year other than between Group companies. 
Key management compensation 
The Directors represent the key management personnel. Details of their compensation and share options are 
given in note 7 and within the Remuneration report on pages 16 to 18. 
26. Post balance sheet events 
Share placing and share re-organisation 
On 1 August 2008 the Company announced that it had agreed terms for a new share placing to raise 
£2.514m (before expenses) to provide working capital and funding for pipeline development. The placing 
involved the issue of 386,894,230 new shares at 0.65p per share and a share re-organisation to facilitate the 
issue of the new shares at the subscription price. 
The placing and the share re-organisation were approved at an EGM on 26 August 2008. The 386,894,230 
new placing shares were admitted to AIM on 28 August and the Company received the proceeds of the 
placing, net of some of the placing expenses, on the same day. 
The share re-organisation was carried out because the issue price of 0.65p was lower than the nominal 
value of 1p per share, and under English law the Company is not permitted to issue shares at a placing price 
below their nominal value. 
It was therefore agreed to sub-divide: 
• each of the 401,724,366 issued existing ordinary shares of 1p each in the capital of the Company into 
one new ordinary share of 0.1p and one Deferred Share of 0.9p; and 
• each of the 148,275,634 unissued ordinary shares of 1p each into 10 new ordinary shares of 0.1p each, 
thus enabling the Company lawfully to implement the placing at the placing price. The aggregate nominal 
value of the Company’s authorised share capital was not affected by these changes. 
The rights attached to the new ordinary shares are substantially the same as the rights attached to the 
original, pre placing ordinary shares. The Deferred Shares have very limited rights which are deferred to the 
new ordinary shares and effectively carry no value as a result. Accordingly, the holders of the Deferred 
Shares will not be entitled to receive notice of, attend or vote at general meetings of the Company; nor be 
entitled to receive any dividends or any payment on a return of capital until at least £10,000,000 has been 
paid on each new ordinary share. No application will be made for the Deferred Shares to be admitted to 
trading on AIM. No certificates for the Deferred Shares will be issued. 
Full details of the placing were provided in a circular to shareholders on 1 August 2008. The circular is 
available to download from the Company’s website www.provexis.com. 
New technology for Clostridium difficile 
On 21 August 2008 the Company announced that the 75% Provexis-owned joint venture with the University 
of Liverpool is to extend its activity into the development of a novel plant-derived formulation for the 
treatment and prevention of infections caused by invasive bacteria such as C.difficile. The proposed 
end-user product will be targeted at the medical food sector. 
Grant and surrender of share options
On 1 September 2008 the Company announced that further to an announcement on 1 August 2008 the 
Company's Remuneration Committee had approved the grant of options over 44,166,575 ordinary shares of 
0.1p each to certain Directors and employees of the Company. As a condition of the grant of options, certain 
Directors surrendered 19,089,110 existing options and an additional 3,709,384 existing options were 
surrendered by other existing employees. 
provexis revised.pdf   44 provexis revised.pdf   44 05/09/2008   10:08:13 05/09/2008   10:08:13
BlacK BlacK Notes to the consolidated financial statements continued 
Provexis plc Annual report and accounts 2008        45 
27. Explanation of transition to IFRS 
This is the first year that the Group has presented its full consolidated financial information under IFRS. 
Reconciliation of Group equity at 1 April 2006
UK GAAP Effect of IFRS IFRS
££ £
Non-current assets 
Goodwill  6,902,013—6,902,013
Plant and equipment  16,517 — 16,517
  6,918,530—6,918,530
Current assets 
Inventories  17,963—17,963
Trade and other receivables  554,102 — 554,102
Cash and cash equivalents  2,166,243 — 2,166,243
  2,738,308—2,738,308
Current liabilities 
Trade and other payables  (807,240) — (807,240)
  (807,240)—(807,240)
Total net assets 8,849,598 — 8,849,598
Share capital  2,500,010 — 2,500,010
Share premium reserve  5,312,243 — 5,312,243
Merger reserve  6,273,909 — 6,273,909
Retained earnings   (5,221,932) — (5,221,932)
Equity attributable to equity holders
of parent 8,864,230 — 8,864,230
Minority interests  (14,632) — (14,632)
Total equity 8,849,598 — 8,849,598
Reconciliation of Group equity at 1 April 2007
 Note UK GAAP Effect of IFRS IFRS
££ £
Non-current assets 
Goodwill a6,417,613484,4006,902,013
Plant and equipment 12,607 — 12,607
6,430,220 484,400 6,914,620
Current assets 
Inventories 38,466 — 38,466
Trade and other receivables 378,626 — 378,626
Cash and cash equivalents 115,824 — 115,824
532,916 — 532,916
Current liabilities 
Trade and other payables (738,975) — (738,975)
Borrowings – short term bridging loan (100,000) — (100,000)
(838,975) — (838,975)
Total net assets 6,124,161 484,400 6,608,561
Share capital 2,510,386 — 2,510,386
Share premium reserve 5,391,867 — 5,391,867
Merger reserve 6,273,909 — 6,273,909
Retained earnings (8,025,568) 484,400 (7,541,168)
Equity attributable to equity holders
of parent 6,150,594 484,400 6,634,994
Minority interests (26,433) — (26,433)
Total equity 6,124,161 484,400 6,608,561
provexis revised.pdf   45 provexis revised.pdf   45 05/09/2008   10:08:13 05/09/2008   10:08:13
BlacK BlacK Notes to the consolidated financial statements continued 
Provexis plc Annual report and accounts 2008        46 
Reconciliation of loss from UK GAAP to IFRS 
Year ended 31 March 2007 
 Note UK GAAP Effect of IFRS  IFRS
££ £
Revenue 804,884 (738,231) 66,653
Cost of sales (403,837) 403,837 —
Gross profit 401,047 (334,394) 66,653
Distribution costs (63,994) 63,994 —
Administrative expenses: 
Research and development (295,234) — (295,234)
Other administrative costs a, b (2,795,691) 1,653,779 (1,141,912)
Share option costs (118,619) — (118,619)
(3,273,538) 1,717,773 (1,555,765)
Operating loss (2,872,491) 1,383,379 (1,489,112)
Finance income 28,435 — 28,435
Finance costs (90,000) — (90,000)
Loss before and after taxation from 
continuing operations (2,934,056) 1,383,379 (1,550,677)
Loss from discontinued operation b — (898,979) (898,979)
Loss for the year (2,934,056) 484,400 (2,449,656)
Notes
(a) Goodwill  
Under IAS 38 goodwill is not amortised and so goodwill of £484,400 previously amortised under UK GAAP is 
reversed. Instead, impairment has been considered. 
(b) Discontinued operation 
Under IFRS 5 Non-current Assets Held for Sale and Discontinued Operations, the exit of the Sirco
®
 juice 
brand has been treated as a discontinued operation in the Income Statement for the current and prior year. 
provexis revised.pdf   46 provexis revised.pdf   46 05/09/2008   10:08:14 05/09/2008   10:08:14
BlacK BlacK Parent company balance sheet 
Provexis plc Annual report and accounts 2008        47 
As at 
31 March
2008
As at 
31 March
2007
 Notes £ £
Fixed assets 
Investments 3 1,117,336 1,382,919
Current assets 
Debtors 4 2,694,107 6,543,485
Current liabilities: amounts 
falling due within one year 
Bank overdraft 5 (4) —
Borrowings — (100,000)
(4) (100,000)
Net current assets 2,694,103 6,443,485
Total net assets 3,811,439 7,826,404
Capital and reserves
Share capital 6 4,017,244 2,510,386
Share premium reserve 7 5,992,212 5,391,867
Retained earnings 7 (6,198,017) (75,849)
Equity shareholders’ funds 8 3,811,439 7,826,404
These financial statements were approved and authorised for issue by the Board on 2 September 2008. 
The notes on pages 48 to 51 form part of these parent company financial statements. 
Stephen Moon    Ian Ford 
Director     Director 
On behalf of the Board of Provexis plc 
2 September 2008 
provexis revised.pdf   47 provexis revised.pdf   47 05/09/2008   10:08:14 05/09/2008   10:08:14
BlacK BlacK Notes to the parent company financial statements
Provexis plc Annual report and accounts 2008        48 
1. Accounting policies 
The parent company financial statements have been prepared under the historical cost convention and in 
accordance with UK GAAP.
Share-based employee remuneration 
The Company has no employees however the Company will issue shares to satisfy share awards made by 
its subsidiary companies. The Company records a management charge equivalent to the fair value of the 
share-based payment incurred by its subsidiaries as disclosed in note 8 on page 50. 
Taxation
Current tax, including UK corporation tax is provided at amounts expected to be paid (or recovered) using 
the tax rates and laws that have been enacted or substantively enacted by the balance sheet date. 
Deferred tax balances are recognised in respect of all timing differences that have originated but not 
reversed by the balance sheet date, except that the recognition of deferred tax assets is limited to the extent 
that the Company anticipates making sufficient taxable profits in the future to absorb the reversal of the 
underlying timing differences. Deferred tax balances are not discounted. 
Valuation of investments 
Investments are stated at cost less any provision for impairment. Profits or losses arising from disposals of 
fixed asset investments are treated as part of the result from ordinary activities. 
2. Profit attributable to shareholders 
As permitted by Section 230 of the Companies Act 1985 no separate Company profit and loss account has 
been included in these financial statements. The Group loss for the year includes a loss after tax of 
£6,153,751 (2007: £208,619) which is dealt with in the financial statements of the Company. The total fees of 
the Group’s auditor, BDO Stoy Hayward LLP, for services provided are analysed in note 5 to the 
consolidated financial statements on page 32. Total fees for the year were £95,459. 
provexis revised.pdf   48 provexis revised.pdf   48 05/09/2008   10:08:14 05/09/2008   10:08:14
BlacK BlacK Notes to the parent company financial statements continued 
Provexis plc Annual report and accounts 2008        49 
3. Investments 
31 March
2008
31 March 
2007
£ £
Cost 1,382,919 1,382,919
Provision for impairment (265,583) —
Net book value 1,117,336 1,382,919
At 31 March 2008 the Company owned the following material subsidiary undertakings: 
Share of issued 
ordinary share 
capital, and voting 
rights
Country of 
incorporation and 
operation
Business activity
Provexis Nutrition Limited 100% England and Wales Functional food, 
medical food and 
dietary supplement 
technologies
Provexis Natural Products Limited 100% England and Wales Functional food, 
medical food and 
dietary supplement 
technologies
Provexis (IBD) Limited 75% England and Wales Functional food, 
medical food and 
dietary supplement 
technologies
Altucea Limited 94% England and Wales Dormant
There are no significant restrictions on the ability of subsidiary undertakings to transfer funds to the parent, 
other than those imposed by the Companies Act 1985. 
4. Debtors 
31 March
2008
 31 March
2007
£ £
Amounts owed by subsidiaries 2,694,107 6,543,485
2,694,107 6,543,485
provexis revised.pdf   49 provexis revised.pdf   49 05/09/2008   10:08:14 05/09/2008   10:08:14
BlacK BlacK Notes to the parent company financial statements continued 
Provexis plc Annual report and accounts 2008        50 
5. Creditors: amounts falling due within one year 
31 March
2008
 31 March
2007
£ £
Overdrafts (4) —
Borrowings — (100,000)
(4) (100,000)
6. Share capital 
Authorised 31 March
2008
31 March
2007
31 March
2008
 31 March
2007
Number Number £ £
Ordinary shares of 1p each 550,000,000 400,000,000 5,500,000 4,000,000
Allotted, called up and
fully paid 
31 March
2008
31 March
2007
31 March
2008
 31 March
2007
Number Number £ £
Ordinary shares of 1p each 401,724,366 251,038,472 4,017,244 2,510,386
Details of shares issued by the Company during the year ended 31 March 2008 are given in note 20 to the 
consolidated financial statements on page 40. 
7. Reserves 
Share premium
reserve
Retained
earnings
££
At 1 April 2007 5,391,867 (75,849)
Retained loss for the year  — (6,153,751)
Share-based charges — 31,583
Shares issued during the year 600,345 —
At 31 March 2008 5,992,212 (6,198,017)
8. Shareholders’ funds 
Reconciliation of movement in shareholders’ funds. 
31 March 
2008
31 March 
2007
£ £
Loss for year (6,153,751) (208,619)
Share based payment charge 31,583 118,619
Shares issued during the year 1,506,858 10,376
Premium on shares issued 600,345 79,624
Net additions to shareholders’ funds (4,014,965) —
Opening shareholders’ funds 7,826,404 7,826,404
Closing shareholders’ funds 3,811,439 7,826,404
provexis revised.pdf   50 provexis revised.pdf   50 05/09/2008   10:08:14 05/09/2008   10:08:14
BlacK BlacK Notes to the parent company financial statements continued 
Provexis plc Annual report and accounts 2008        51 
9. Related party transactions 
The Company has taken advantage of the exemption conferred by Financial Reporting Standard 8 “Related 
party disclosures” not to disclose transactions with members of the Group headed Provexis plc on the 
grounds that at least 90% of the voting rights of the Company are controlled within that Group and the 
Company is included in consolidated financial statements. 
10. Post balance sheet events 
Details of post balance sheet events are given in note 26 to the consolidated financial statements on 
page 44. 
provexis revised.pdf   51 provexis revised.pdf   51 05/09/2008   10:08:14 05/09/2008   10:08:14
BlacK BlacK Company information 
Provexis plc Annual report and accounts 2008        52 
Company number   5102907 
Directors    C D Buck  
     N C Bain 
     J B Diggines 
     K Rietveld 
     S N Moon 
     I Ford 
Audit committee   N C Bain 
C D Buck 
Remuneration committee  C D Buck 
N C Bain 
Registrars    Equiniti 
Aspect House 
Spencer Road 
Lancing
West Sussex BN99 6DA 
Secretary and registered office I Ford 
Thames Court 
1 Victoria Street 
Windsor
Berkshire SL4 1YB 
Nominated adviser and broker Arbuthnot Securities Limited 
Arbuthnot House 
20 Ropemaker Street 
London EC2Y 9AR 
Principal solicitors   Shoosmiths 
Apex Plaza 
Forbury Road 
Reading
Berkshire RG1 1SH 
Auditors    BDO Stoy Hayward LLP 
Kings Wharf 
20–30 Kings Road 
Reading
Berkshire RG1 3EX 
provexis revised.pdf   52 provexis revised.pdf   52 05/09/2008   10:08:14 05/09/2008   10:08:14
BlacK BlacK Provexis plc
Annual report and accounts 2008
Provexis plc  Annual report and accounts 2008
01_PRV_R&A08_cover.indd   1 04/09/2008   17:23:36