Provexis plc 
 
Annual report and accounts 2010 
 
 
 
Company number 05102907 
 
 
 
 
 
 
 
 
 
  Contents 
 
 
 
 
 
 
 
 
 
3 Corporate statement 
4 Key highlights 
5 Chairman’s statement 
6 Chief Executive’s statement 
9 Directors’ report – financial review 
11 Directors’ report – business overview 
17 Directors’ report – remuneration report 
22 Independent auditor’s report 
24 Consolidated statement of comprehensive income 
25 Consolidated statement of financial position 
26 Consolidated statement of cash flows 
27 Consolidated statement of changes in equity 
28 Notes to the consolidated financial statements 
52 Parent company balance sheet 
53 Notes to the parent company financial statements 
58 Company information 
 
 
 
 
  Corporate statement 
 
 
Provexis plc Annual report and accounts 2010        3 
 
 
 
 
The Provexis strategy is the discovery, development and licensing of scientifically-proven 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. 
 
 
  Key highlights 
 
 
Provexis plc Annual report and accounts 2010        4 
 
 
 
 
Long-term Alliance Agreement with DSM Nutritional Products to commercialise Fruitflow® heart-health 
technology in all major global markets, in existing formats and pioneering new and significant applications. 
 
Significant funding secured during the period to advance product pipeline and support potential 
acquisitions: 
• £7.1m, before costs, from two share placings 
• Equity Financing Facility with Evolution Securities of up to £25m 
 
Fruitflow® gained first ever Article 13(5) health claim approval from the European Commission, 
authorising the use of “Helps maintain normal platelet aggregation, which contributes to healthy blood 
flow.” 
 
Clinical trial for NSP#3G for Crohn’s disease patients commenced in December 2009. 
 
Long-term collaboration with Institute of Food Research commenced in April 2010 to commercialise 
novel extracts for the reduction of cardiovascular inflammation and the reduction of risk of certain 
cancers. 
 
 
Key financial results 
Loss attributable to owners of the parent £1,648,180 (2009: £4,570,506). 
 
Cash balance £7,049,134 (2009: £1,678,263). 
 
Loss per share 0.18p (2009: 0.71p). 
 
  Chairman’s statement 
 
 
 
Provexis plc Annual report and accounts 2010        5 
The year saw strong progress from the Company, with its first major commercial agreement signed and 
a substantial strengthening of its balance sheet. 
 
Today we announced a long-term Alliance Agreement for our Fruitflow® heart-health technology with 
our strategic partner DSM Nutritional Products. This agreement will see the partners collaborate on the 
development of Fruitflow® in all major global markets, with DSM bringing technical, manufacturing and 
marketing expertise, together with global selling scale. The partners will share profits from the Alliance 
on an agreed basis. 
 
We raised £7.1m (before costs) of new capital in September and December 2009, which substantially 
strengthened our balance sheet and, in addition, in March 2010 we entered into an Equity Financing 
Facility of up to £25m to give flexibility in our funding options. 
 
The Board and executive team are working to identify acquisitions that will further strengthen the 
business given the access to the funding in place. We are assessing both revenue-generating 
businesses in the consumer healthcare area and new technology candidates for our pipeline. 
 
We made very strong progress on the regulatory and research fronts. Indeed, gaining the first ever 
Article 13(5) health claim approval from the EC for our Fruitflow® technology, was a major milestone. 
We have now commenced the clinical trial for our NSP#3G technology for Crohn’s disease and intend 
to report on progress later in the year. In addition, we added an important new technology for the 
reduction of cardiovascular inflammation to our pipeline as part of a long-term collaboration with the 
renowned Institute of Food Research. 
 
We believe that we are well positioned to take advantage of opportunities in the functional food and 
dietary supplement sectors, given our proven scientific and regulatory capability. With medical foods in 
strong growth, the team will bring focus to bear on pipeline technologies to serve this sector. 
 
On behalf of the Board I would like to thank our staff and scientific advisors for their expertise, 
dedication and commitment throughout the year. 
 
 
Dawson Buck 
Chairman 
1 June 2010 
 
  Chief Executive’s statement 
 
 
 
Provexis plc Annual report and accounts 2010        6 
Strategy 
This was a year of important progress in a number of areas which positions the Company strongly to 
capitalise on opportunities in the coming year. The two key events during the year were the first commercial 
deal for our lead Fruitflow® heart-health technology and a substantial strengthening of our balance sheet. 
We completed two fund-raisings in September and December 2009, raising £7.1m in total before costs. In 
March we signed an Equity Financing Facility of up to £25m with Evolution Securities Ltd via its appointed 
representative, Darwin Capital, which together with our cash reserves gives us flexibility in funding options 
for seeking growth opportunities. 
 
The Company continues to execute its strategy of discovery, development and licensing of functional foods, 
medical foods and dietary supplements. To this end, with a commercial deal in place and a second 
technology in clinical trial, the executive team is seeking to extend the Company’s growth platform through 
the acquisition of a revenue generating business in the consumer healthcare area and through acquisitions 
of novel pipeline technologies. Accordingly, the Company is in exploratory talks with a number of targets. 
 
With a growing product pipeline, we continue to strengthen our R&D operations to ensure that we can quickly 
take advantage of existing and new technology opportunities. As part of this process, we are expanding our 
presence in the North West of England and have recently moved into a new laboratory facility in Liverpool, 
focused on gastrointestinal health. We have appointed an experienced R&D Director to develop this new 
facility and intend to strengthen the scientific team further. Our existing facility at the University of Aberdeen 
will maintain its focus on cardiovascular health. 
 
The functional food sector continues to be somewhat fragile, given the increased regulatory burden in 
relation to health claims, which is causing uncertainty across the industry. This, together with the still 
tentative approach to innovation by major brand owners as a result of economic factors and the regulatory 
issues, leads us to maintain our cautious outlook. Saying that, we believe that we have sufficiently strong 
foundations in place together with our proven scientific and regulatory capability, to ensure that we continue 
to make progress.  
 
The medical food sector is looking increasingly robust on a short and long-term view thereby steering us 
towards accelerating technology products in this sector. 
 
Fruitflow® 
Today we announced a long-term Alliance Agreement with DSM Nutritional Products, which will see the 
partners collaborate to develop Fruitflow® in all major global markets, through an effective commercialisation 
of current formats and pioneering new and significant applications. DSM will be responsible for: 
manufacturing; marketing; and selling via its substantial sales force. Provexis will be responsible for 
contributing scientific expertise necessary for successful commercialisation. Profits from the Alliance will be 
shared by the parties on an agreed basis, linked to various performance milestones. All other commercial 
terms of the Alliance remain confidential between the two parties. We are currently developing with DSM a 
launch plan to market Fruitflow® worldwide for application in both food and dietary supplement formats. 
 
Fruitflow® enjoyed significant acclaim during the year. In May 2009 Fruitflow® became the first product to 
receive scientific approval from the European Food Safety Authority under Article 13(5) of Regulation EC 
1924/2006 for proprietary and emerging science. In December 2009 the European Commission authorised 
the health claim “Helps maintain normal platelet aggregation, which contributes to healthy blood flow”. 
Fruitflow® continues to be the only product to receive Article 13(5) approval to date. 
 
In March 2010, we announced the headline results of a human trial comparing the effects of Fruitflow® to 
aspirin. The results were positive, with Fruitflow® showing a reduction in platelet aggregation of up to 30% in 
each of three different biological pathways, while aspirin caused up to 60% reduction predominantly in a 
single pathway. There were no negative interactions. 
 
  Chief Executive’s statement continued 
 
 
 
Provexis plc Annual report and accounts 2010        7 
Fruitflow® (continued) 
As to existing use of Fruitflow®, Multiple Marketing, owners of the Sirco juice brand which contains 
Fruitflow®, continue to market and sell the product in major multiple and high street outlets in the UK, 
including Waitrose and Holland & Barratt. As well as a one-litre pack, a 250ml pack suitable for high street 
and convenience outlets will be launched in the coming year. Provexis receives royalties from sales of Sirco, 
although these are non-material at this stage in the development of the brand. 
 
NSP#3G 
The first 20 patients (of a total target of 72) are now in clinical trials to establish the effectiveness of an 
NSP#3G medical food format in keeping Crohn’s disease in remission. The trial is running in two centres in 
the North West of England and we are seeking to extend into two further centres in the UK in order to 
accelerate the trial.  
 
The market for Crohn’s disease products is forecast to be worth $1.7bn by 2013 and the medical food market 
is in strong growth, led by Abbott, Nestlé and Danone. Once recruited, each patient’s participation in the trial 
is scheduled to run for 12 months and estimated completion is in mid-2011, with an update on progress later 
in 2010. The Company intends to commence commercial discussions with potential partners by the end of 
2010. 
 
With investment in the team and facilities in our Liverpool operation, the team will be accelerating work on 
the potential NSP#3G application for the prevention and treatment of significant pathogens including 
C.difficile, the so-called hospital ‘super bug’.  
 
Isothiocyanates 
The Company announced on 26 April 2010 a long-term collaboration with the Institute of Food Research 
(“IFR”). Provexis has been granted exclusive access to a portfolio of potentially high-value intellectual 
property related to the treatment and reduction of systemic inflammation, from which it intends to develop 
commercial products. 
 
Professor Richard Mithen of IFR has developed a substantial body of work over twenty years in the area of 
isothiocyanates for the reduction of risk of certain major cancers. More recent work, some in collaboration 
with Provexis, has led to the discovery of a broader effect in other areas of systemic inflammation, including 
cardiovascular inflammation. 
 
The partners will collaborate to develop the science, with major areas including clinical trials, extract 
development, further IP development, regulatory clearances and commercialisation. The first phase of the 
project gives Provexis the exclusive option to license the technology and if successful in this phase, Provexis 
intend to fully in-license the technology rights. 
 
Initially the Company, supported by IFR’s substantial research, will focus on developing commercial products 
targeting the reduction of cardiovascular inflammation. A longer-term objective is to develop technologies 
designed to mitigate the risk of certain major cancers. 
 
Pipeline 
We are collaborating with our strategic partner DSM Nutritional Products to establish if there are further 
candidates within DSM’s portfolio that may provide a good fit with our strategic goals and where we can use 
our scientific and regulatory expertise to accelerate technologies to commercial readiness. 
 
The option to license Helicobacter pylori intellectual property from the University of Manchester will not be 
extended after reaching an amicable termination agreement with the University. 
 
   Chief Executive’s statement continued 
 
 
 
Provexis plc Annual report and accounts 2010        8 
Outlook 
The coming year looks promising as we focus on three major goals: a successful commercial launch of 
Fruitflow® with our strategic partner DSM; progressing our NSP#3G technology through clinical trial and 
exploratory commercial discussions and; strengthening the business by acquisition of appropriate 
businesses or technologies.  
 
We believe that our operating environment will continue to be challenging in the year ahead, given the 
tightening food regulation framework and the still tentative approach to innovation by brand owners. However 
we are well positioned to overcome these challenges via our collaborations with other parties, diversity of 
activities and demonstrable commercial abilities. 
 
 
Stephen Moon 
Chief Executive 
1 June 2010 
 
  Directors’ report – financial review 
 
 
 
Provexis plc Annual report and accounts 2010        9 
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 24 to 51. 
 
The Group financial statements have been prepared in accordance with International Financial Reporting 
Standards, International Accounting Standards and Interpretations (collectively IFRS) issued by the 
International Accounting Standards Board (IASB) as adopted by the European Union (“adopted IFRS”) and 
those parts of the Companies Act 2006 applicable to companies reporting under IFRS. 
 
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 52 to 57. 
 
Revenue and grant income 
Revenue for the year ended 31 March 2010 was £14,767 (2009: £5,400). 
 
Grant income for the year ended 31 March 2010 was £80,000 (2009: £20,000), being the final part of a 
£100,000 grant which was awarded to the Group in January 2009 by The Northwest Regional Development 
Agency (NWDA). 
 
Research and development costs 
Research and development (“R&D”) costs for the year ended 31 March 2010 were £718,468 (2009: 
£651,301), including £20,646 capitalised under IAS 38 (2009: £16,690), reflecting an increase in R&D activity 
for the Fruitflow
®
 project, and the commencement of the clinical trial for the Group's NSP#3G technology for 
Crohn’s disease. 
 
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 R&D team continues to research further claim areas for the Group’s technologies. 
 
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 £1,184,859 (2009: £967,111), which 
includes a share-based payment charge of £225,909 (2009: £112,630). Net of the share-based payment 
charge administrative costs for the year were £958,950, a £104,469 increase from the net £854,481 incurred 
in 2009. 
 
The Group’s cost base and its resources have been and will continue to be tightly managed. 
 
Taxation 
A research and development tax credit of £54,408 (2009: £50,000) in respect of research and development 
expenditure incurred has been recognised in the financial statements and is shown as a debtor at 31 March 
2010. 
 
Losses and dividends 
The loss for the year ended 31 March 2010 was £1,648,180 (2009: £4,570,506) and the loss per share from 
continuing operations was 0.18p (2009: 0.71p). 
 
The adjusted overall loss for the year ended 31 March 2009, net of the £3,099,328 non-cash goodwill 
impairment charge, was £1,471,178 and the adjusted loss per share net of goodwill impairment, was 0.23p. 
 
The directors do not recommend the payment of a dividend (2009: £Nil). 
 
Financial instruments 
Information about the use of financial instruments by the Group is disclosed in notes 1 and 2. 
 
  Directors’ report – financial review continued 
 
 
 
Provexis plc Annual report and accounts 2010        10 
Capital structure and funding 
The group is funded entirely by equity funding. 
 
On 30 September 2009 the Company raised £1.024m gross from the first tranche of a £5.0m gross new 
share subscription to provide working capital and funding for pipeline development. The net proceeds of the 
first tranche of the share subscription were £0.956m after share issue costs. 
 
On 16 October 2009 the Company raised £3.976m gross from the second tranche of the £5.0m gross new 
share subscription. The net proceeds of the second tranche of the share subscription were £3.793m after 
share issue costs. 
 
The £5.0m gross subscription involved the issue of 200,000,000 new ordinary shares at 2.5p per share. Full 
details of the subscription were provided in a circular to shareholders on 28 September 2009. The circular is 
available to download from the Company’s website www.provexis.com. 
 
On 3 December 2009 the Company announced that it proposed to raise up to a further £2.130m gross from 
an open offer to shareholders, with an excess application facility, involving the issue of up to 85,211,664 new 
ordinary shares at 2.5p per share. Full details of the open offer were provided in a circular to shareholders on 
3 December 2009, which is available to download from the Company’s website www.provexis.com. 
 
On 22 December 2009 the Company announced that: 
• Qualifying shareholders had applied for 48,335,151 open offer shares under their basic pro rata 
entitlement, representing 56.7 per cent. of the total number of offer shares available; 
• The number of open offer shares applied for by qualifying shareholders under the excess application 
facility amounted to 336,326,065 shares, which meant that excess applications had to be scaled back on 
a pro rata basis, in proportion to the total number of excess shares applied for. The Company therefore 
issued 36,876,513 open offer shares under the excess application facility. 
 
The net proceeds of the open offer were £1.980m after share issue costs. 
 
On 31 March 2010 the Company announced that it had secured a 3 year Equity Financing Facility of up to 
£25m (the “EFF”) with Evolution Securities Limited (“Evolution”). The EFF has been arranged by Darwin 
Strategic Limited (“Darwin”), an appointed representative of Evolution. 
 
The EFF agreement, which is dated 30 March 2010, provides the Company with a facility which (subject to 
certain limited restrictions) can be drawn down at any time over the 3 years ending on 29 March 2013. The 
timing and amount of any draw down is at the discretion of Provexis. Provexis is under no obligation to make 
a draw down and may make as many draw downs as its wishes, up to the total value of the EFF, by way of 
issuing subscription notices to Evolution. Following delivery of a subscription notice, Evolution will subscribe 
and Provexis will allot to Evolution new ordinary shares of 0.1p each (“Ordinary Shares”). 
 
The subscription price for any Ordinary Shares to be subscribed by Evolution under a subscription notice will 
be at a 7.5% discount to an agreed reference price determined during 5, 10 or 15 trading days following 
delivery of a subscription notice (the “Pricing Period”). The length of the Pricing Period is at the discretion of 
Provexis and is set at each relevant subscription notice. Provexis is also obliged to specify in each 
subscription notice a minimum price below which Ordinary Shares will not be issued. 
 
In consideration of Evolution agreeing to provide the EFF the Company has entered into a warrant 
agreement dated 30 March 2010 for the grant to Evolution of warrants to subscribe for up to ten million 
Ordinary Shares, such warrants to be exercisable at a price of 20 pence per share and to be exercisable at 
any time prior to the expiry of 36 months following the date of the warrant agreement. 
 
The Directors are of the opinion that at 1 June 2010, the Company's liquidity and capital resources are 
adequate to deliver the current strategic objectives and 2010/11 business plan and that the Company meets 
going concern criteria. See also note 1 to the consolidated financial statements on page 28. 
 
Cash at bank at 31 March 2010 was £7,049,134 (31 March 2009: £1,678,263). 
 
  Directors’ report – business overview  
 
 
 
Provexis plc Annual report and accounts 2010        11 
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 and Wales. Provexis plc also owns 75% of 
Provexis (IBD) Limited (“IBD”) which is also registered in England and Wales. 
 
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 to 8 and the Financial 
Review on pages 9 and 10 report on the Group’s performance during the year ended 31 March 2010, 
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 2010 and 31 March 2009: 
 
 
 
31 March  
2010 
31 March 
2009 
 £ £ 
   
Cash at bank and in hand 7,049,134 1,678,263 
 7,049,134 1,678,263 
 
  Directors’ report – business overview continued 
 
 
 
Provexis plc Annual report and accounts 2010        12 
Key performance indicators (continued) 
The table below shows the Group’s R&D ratio for the two years ended 31 March 2010. The R&D ratio is the 
percentage of research and development costs relative to total operating expenses. 
 
 
 
31 March 
2010 
31 March 
2009 
 £ £ 
   
Research and development costs 697,822 634,611 
Administrative costs before goodwill impairment 1,184,859 967,111 
Total operating costs before goodwill impairment 1,882,681 1,601,722 
R&D ratio 37% 40% 
 
The decrease in the R&D ratio for the year is primarily due to an increase of £113,279 in the share-based 
payment charge, a constituent part of administrative costs, which rose from £112,630 in 2009 to £225,909 in 
2010. 
 
Post balance sheet events 
On 1 June 2010 the Company announced a long-term Alliance Agreement with DSM Nutritional Products, 
which will see the Company collaborate with DSM to develop Fruitflow® in all major global markets. DSM will 
invest substantially in the manufacture, technology development, marketing and sale of Fruitflow® in the 
coming years. Provexis will continue to contribute scientific expertise and will collaborate in areas such as 
cost of goods optimisation and regulatory matters. The financial model is based upon the division of profits 
between the two partners on an agreed basis, linked to certain revenue targets, following the deduction of 
the cost of goods and a fixed level of overhead from sales. The Company is working closely with DSM in 
various areas related to launch planning. 
 
See also note 23 to the consolidated financial statements on page 51. 
 
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. 
 
The Group continues to pursue acquisitions as part of its growth strategy. Such acquisitions may not realise 
expected benefits. 
  Directors’ report – business overview continued 
 
 
 
Provexis plc Annual report and accounts 2010        13 
Principal risks and uncertainties (continued) 
The Group currently employs nine people, excluding Non-executive Directors, 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 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 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 2010 amounted to 33 days compared to 28 days at 
31 March 2009. 
 
Board of Directors 
The Board of Directors has overall responsibility for the Group. 
 
The Board comprises a Non-executive Chairman, three additional Non-executive Directors, two of whom are 
independent, and three 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 every two months, 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 
S N Morrison 
I Ford 
 
Non-executive Directors 
C D Buck 
N C Bain 
K Rietveld 
J B Diggines (resigned 17 September 2009) 
 
A qualifying third-party indemnity provision as defined in Section 234 of the Companies Act 2006 is in force 
for the benefit of each of the Directors in respect of liabilities incurred as a result of their office, to the extent 
permitted by law. In respect of those liabilities for which Directors may not be indemnified, the Company 
maintained a Directors’ and officers’ liability insurance policy throughout the financial year.  Directors’ report – business overview continued 
 
 
 
Provexis plc Annual report and accounts 2010        14 
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 £25,000 for the year ended 31 March 2010 (2009: £18,000). 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. 
  Directors’ report – business overview continued 
 
 
 
Provexis plc Annual report and accounts 2010        15 
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. 
 
See also note 1 to the consolidated financial statements on page 28. 
 
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 (2009: £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 significant 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. 
 
During the year BDO Stoy Hayward LLP changed their name to BDO LLP.  BDO LLP have expressed their 
willingness to continue in office.  Under the Companies Act 2006 section 487(2) they will be automatically re-
appointed as auditors 28 days after these accounts are sent to the members, unless the members exercise 
their rights under the Companies Act 2006 to prevent their re-appointment.  
  Directors’ report – business overview continued 
 
 
 
Provexis plc Annual report and accounts 2010        16 
Directors’ responsibilities 
The directors are responsible for preparing the directors’ report and the financial statements in accordance 
with applicable law and regulations.  
 
Company law requires the directors to prepare financial statements for each financial year.  Under that law 
the directors have elected to prepare the group financial statements in accordance with International 
Financial Reporting Standards (IFRSs) as adopted by the European Union and the company financial 
statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom 
Accounting Standards and applicable law).  Under company law the directors must not approve the financial 
statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and 
company and of the profit or loss of the group for that period.  The directors are also required to prepare 
financial statements in accordance with the rules of the London Stock Exchange for companies trading 
securities on the Alternative Investment Market.   
 
In preparing these financial statements, the directors are required to: 
 
• select suitable accounting policies and then apply them consistently; 
 
• make judgements and accounting estimates that are reasonable and prudent; 
 
• state whether the group financial statements have been prepared in accordance with IFRSs as adopted 
by the European Union, subject to any material departures disclosed and explained in the financial 
statements; 
 
• state whether the company financial statements have been prepared in accordance with applicable UK 
Accounting Standards, subject to any material departures disclosed and explained in the financial 
statements; 
 
• prepare the financial statements on the going concern basis unless it is inappropriate to presume that 
the company will continue in business. 
 
The directors are responsible for keeping adequate accounting records that are sufficient to show and 
explain the company’s transactions and disclose with reasonable accuracy at any time the financial position 
of the company and enable them to ensure that the financial statements comply with the requirements of the 
Companies Act 2006.  They are also responsible for safeguarding the assets of the company and hence for 
taking reasonable steps for the prevention and detection of fraud and other irregularities. 
 
Website publication 
The directors are responsible for ensuring the annual report and the financial statements are made available 
on a website.  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. 
 
By order of the Board 
 
 
Ian Ford 
Secretary 
1 June 2010 
  Directors’ report – remuneration report  
 
 
 
Provexis plc Annual report and accounts 2010        17 
Remuneration Committee: composition and terms of reference 
The Group’s Remuneration Committee during the year ended 31 March 2010 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. 
 
  Directors’ report – remuneration report continued 
 
 
 
Provexis plc Annual report and accounts 2010        18 
Policy on Executive Directors’ remuneration (continued) 
(iii) Bonus scheme 
The Company has an established discretionary non-pensionable bonus scheme for Executive Directors, 
which is subject to the achievement of agreed goals and targets that are designed to incentivise Directors to 
perform at the highest levels, and align Directors’ interests with those of the shareholders. 
 
For the Executive Directors the performance-related annual bonus potential is up to 15% of basic salary. The 
Remuneration Committee approved bonuses of 15% of salary for 2010 based on the achievements in 2010. 
In 2009 no annual bonuses were paid. 
 
(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 2009 and October 2009 to cover the year from 1 April 2009 to 
31 March 2010. 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 Chief Operating Officer and Finance Director are employed under service contracts 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 330,300 share options prior to the Group joining AIM, and he 
exercised these options on 12 February 2010. However, to maintain independence, the Non-executive 
Directors do not participate in any incentive or share option arrangements. 
 
Gains made on exercise of directors’ share options 
 
 2010 options exercised Gain 
 Exercise 
date 
Options 
exercised 
Year ended 
31 March 
2010 
Year ended 
31 March 
2009 
   £ £ 
N C Bain - exercise of share 
options granted on 17 June 2004 
 
12-Feb-10 
 
330,300 
 
20,082 
 
— 
   20,082 — 
 
   Directors’ report – remuneration report continued 
 
 
 
Provexis plc Annual report and accounts 2010        19 
Details of directors’ remuneration 
The emoluments of the individual Directors for the year were as follows: 
 
 Year ended 31 March 2010 Year ended 31 
March 2009 
 Salary and 
directors’ 
fees 
£ 
Benefits 
in kind 
 
£ 
Bonus 
payments 
 
£ 
Pension 
 
 
£ 
Total 
 
 
£ 
Total 
 
 
£ 
Executive Directors       
S N Moon 157,794 852 24,523 7,980 191,149 162,486 
S N Morrison (appointed 1 October 2008) 117,888 1,554 18,115 5,894 143,451 61,061 
I Ford 97,158 1,553 15,207 4,948 118,866 101,053 
       
Non-executive Directors       
C D Buck 42,500 —  —  —  42,500 31,458 
N C Bain 17,500 —  —  —  17,500 16,459 
J B Diggines (resigned 17 September 2009) 7,500 —  —  —  7,500 15,000 
K Rietveld (appointed 29 August 2008) —  —  —  —  —  —  
 440,340 3,959 57,845 18,822 520,966 387,517 
 
The above fees and emoluments exclude reimbursed expenditure incurred in the conduct of Group business. 
 
Share-based payment expense 
The share-based payment expenses of the individual Directors recognised for the year were as follows: 
 
 Year ended 
31 March 
2010 
Year ended  
31 March 
2009 
 £ £ 
Executive Directors   
S N Moon 107,303 83,726 
S N Morrison (appointed 1 October 2008) 36,870 9,665 
I Ford 41,651 19,104 
   
Non-executive Directors   
C D Buck - - 
N C Bain - - 
J B Diggines (resigned 17 September 2009) - - 
K Rietveld (appointed 29 August 2008) - - 
 185,824 112,495 
 
On 4 August 2008 C D Buck, N C Bain and The RisingStars Growth Fund, which is connected to J B 
Diggines, advanced bridging loans to the Company totalling £50,000. The bridging loans were repaid by the 
Company on 28 August 2008. Bridging loan inducement fees totalling £10,000 were paid to C D Buck, N C 
Bain and The RisingStars Growth Fund, see note 8 on page 37 for further details. 
 
Share re-organisation 
A share re-organisation was carried out on 28 August 2008, sub dividing  each of the 401,724,366 issued 
existing ordinary shares with a nominal value of 1p each in the capital of the Company into one new ordinary 
share with a nominal value of 0.1p and one Deferred Share with a nominal value of 0.9p. 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. 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. The Deferred Shares effectively 
carry no value as a result, on which basis the Directors’ interests in Deferred Shares have not been 
disclosed. 
 
See also note 17 to the consolidated financial statements on page 44. 
  Directors’ report – remuneration report continued 
 
 
 
Provexis plc Annual report and accounts 2010        20 
Directors’ interests in shares Ordinary shares of 
0.1 pence each 
 
Ordinary shares of 
0.1 pence each 
 
 Beneficial interests 
 31 March 2010 1 April 2009 
   
S N Moon 1,540,000 7,540,000 
S N Morrison 1,668,333 1,540,000 
I Ford 1,668,333 1,540,000 
C D Buck 11,271,359 10,404,332 
N C Bain 5,608,416 5,177,000 
 21,756,441 26,201,332 
 
Other than as shown in the table and as further disclosed above in respect of Deferred Shares, no Director 
had any interest in the shares of the Company or its subsidiary companies at 31 March 2010. 
 
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. 
 
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. 
 
On 15 October 2009 the Company’s Remuneration Committee modified the Performance Period and 
Performance Target of share options over 42,000,000 ordinary shares of 0.1p each held by the Executive 
Directors of the Company. 
 
Following the changes agreed to the Performance Period and Performance Target, share options over 
21,000,000 ordinary shares of 0.1p each held by the Executive Directors of the Company vested on 15 
October 2009. Share options over 21,000,000 ordinary shares of 0.1p each held by certain Directors of the 
Company will vest on 1 April 2011. 
 
The share options held by the Directors and not exercised at 31 March 2010 are summarised below. Neville 
Bain, Non-executive Director, received options prior to the Group joining AIM. 
 
 Number of options over shares 
 At 1 April 2009 Options exercised  
in year 
At 31 March 2010 
    
S N Moon 21,117,620 —  21,117,620 
S N Morrison 12,000,000 —  12,000,000 
I Ford 10,000,000 —  10,000,000 
N C Bain 330,300 (330,300) —  
 43,447,920 (330,300) 43,117,620 
 
The unapproved share options at 31 March 2010 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 August 2008 7,324,520  0.900p April 2011 August 2018 
  7,324,520    
 
   Directors’ report – remuneration report continued 
 
 
 
Provexis plc Annual report and accounts 2010        21 
Directors’ interests in share options (continued) 
The EMI share options at 31 March 2010 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 August 2008 1,117,620 1.000p August 2008 August 2018 
S N Moon August 2008 2,675,480 0.900p April 2011 August 2018 
S N Moon August 2008 10,000,000 0.900p October 2009 August 2018 
S N Morrison October 2008 6,000,000 0.900p April 2011 October 2018 
S N Morrison October 2008 6,000,000 0.900p October 2009 October 2018 
I Ford August 2008 5,000,000 0.900p April 2011 August 2018 
I Ford August 2008 5,000,000 0.900p October 2009 August 2018 
  35,793,100    
 
All options were granted with an exercise price at or above market value on the date of grant. 
 
The Company carried out a share re-organisation on 28 August 2008, which is further detailed on page 19, 
and in note 17 to the consolidated financial statements on page 44. 
 
Share options which had been granted prior to 28 August 2008 over existing ordinary shares with a nominal 
value of 1p each in the capital of the Company became options over new ordinary shares with a nominal 
value of 0.1p each in the capital of the Company. The options remain subject to the same terms as contained 
in the individual option contracts under which they were originally granted. 
 
Share options issued after 28 August 2008 are options over new ordinary shares with a nominal value of 
0.1p each in the capital of the Company. 
 
 
Dawson Buck 
Chairman of the Remuneration Committee 
1 June 2010 
 
  Independent auditor’s report to the members of Provexis 
plc 
 
 
 
Provexis plc Annual report and accounts 2010        22 
To the members of Provexis plc 
We have audited the financial statements of Provexis plc for the year ended 31 March 2010 which comprise 
the consolidated statement of financial position and company balance sheet, the consolidated statement of 
comprehensive income, the consolidated statement of cash flows, the consolidated statement of changes in 
equity and the related notes  The financial reporting framework that has been applied in the preparation of 
the group financial statements is applicable law and International Financial Reporting Standards (IFRSs) as 
adopted by the European Union.  The financial reporting framework that has been applied in preparation of 
the parent company financial statements is applicable law and United Kingdom Accounting Standards 
(United Kingdom Generally Accepted Accounting Practice).  
 
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of 
the Companies Act 2006.  Our audit work has been undertaken so that we might state to the company’s 
members those matters we are required to state to them in an auditor’s report and for no other purpose.  To 
the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the 
company and the company’s members as a body, for our audit work, for this report, or for the opinions we 
have formed. 
 
Respective responsibilities of directors and auditors 
 
As explained more fully in the statement of directors’ responsibilities, the directors are responsible for the 
preparation of the financial statements and for being satisfied that they give a true and fair view.  Our 
responsibility is to audit the financial statements in accordance with applicable law and International 
Standards on Auditing (UK and Ireland).  Those standards require us to comply with the Auditing Practices 
Board’s (APB’s) Ethical Standards for Auditors.  
 
Scope of the audit of the financial statements 
 
An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient 
to give reasonable assurance that the financial statements are free from material misstatement, whether 
caused by fraud or error.  This includes an assessment of: whether the accounting policies are appropriate to 
the group’s and the parent company’s circumstances and have been consistently applied and adequately 
disclosed; the reasonableness of significant accounting estimates made by the directors; and the overall 
presentation of the financial statements.  
 
Opinion on financial statements 
 
In our opinion:  
 
• the financial statements give a true and fair view of the state of the group’s and the parent company’s 
affairs as at 31 March 2010 and of the group’s loss for the year then ended; 
 
• the group financial statements have been properly prepared in accordance with IFRSs as adopted by the 
European Union; 
 
• the parent company’s financial statements have been properly prepared in accordance with United 
Kingdom Generally Accepted Accounting Practice; and 
 
• the financial statements have been prepared in accordance with the requirements of the Companies Act 
2006. 
 
 
  Independent auditor’s report to the members of Provexis 
plc continued 
 
 
 
Provexis plc Annual report and accounts 2010        23 
Opinion on other matters prescribed by the Companies Act 2006 
 
In our opinion the information given in the directors’ report for the financial year for which the financial 
statements are prepared is consistent with the financial statements.  
 
Matters on which we are required to report by exception 
 
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to 
report to you if, in our opinion: 
 
• adequate accounting records have not been kept by the parent company, or returns adequate for our 
audit have not been received from branches not visited by us; or 
 
• the parent company financial statements are not in agreement with the accounting records and returns; 
or 
 
• certain disclosures of directors’ remuneration specified by law are not made; or 
 
• we have not received all the information and explanations we require for our audit. 
 
 
Christopher Pooles (senior statutory auditor) 
For and on behalf of BDO LLP, statutory auditor 
Reading 
United Kingdom 
1 June 2010 
 
 
BDO LLP is a limited liability partnership registered in England and Wales (with registered number 
OC305127) 
 
  Consolidated statement of comprehensive income 
Provexis plc Annual report and accounts 2010        24 
 
 
  Year 
ended 
31 March 
2010 
Year 
ended 
31 March 
2009 
 Notes £ £ 
    
Revenue 1,3 14,767 5,400 
Grant income 4 80,000 20,000 
Research and development costs  (697,822) (634,611) 
Administrative costs before impairment of goodwill  (1,184,859) (967,111) 
Impairment of goodwill 12 — (3,099,328) 
Total administrative costs  (1,184,859) (4,066,439) 
Loss from operations 5 (1,787,914) (4,675,650) 
Finance income 8 85,326 65,161 
Finance costs 8 — (10,017) 
Loss before tax  (1,702,588) (4,620,506) 
Taxation 9 54,408 50,000 
Loss and total comprehensive expense for the year  (1,648,180) (4,570,506) 
    
    
Attributable to:    
Owners of the parent 19 (1,648,180) (4,570,506) 
Minority interest  — — 
  (1,648,180) (4,570,506) 
    
Loss per share to owners of the parent    
Basic and diluted – pence 10 0.18 0.71 
 
 
All amounts relate to continuing operations. 
 
  Consolidated statement of financial position 
Provexis plc Annual report and accounts 2010        25 
 
 
Company number 05102907 
 
  
As at  
31 March 
2010 
As at  
31 March 
2009 
 Notes £ £ 
Non-current assets    
Goodwill 11,12 3,802,685 3,802,685 
Other intangible assets 11 57,933 37,287 
Plant and equipment 13 61,182 66,941 
Total non-current assets  3,921,800 3,906,913 
    
Current assets    
Trade and other receivables 14 274,638  76,942 
Corporation tax asset 9 111,844 103,651 
Cash and cash equivalents 15 7,049,134 1,678,263 
Total current assets  7,435,616  1,858,856 
    
Liabilities    
Current liabilities    
Trade and other payables 16 (295,498) (233,973) 
Total liabilities  (295,498) (233,973) 
    
Total net assets  11,061,918 5,531,796 
    
    
Capital and reserves attributable 
to owners of the parent company 
   
Share capital 17 4,723,601 4,434,907 
Share premium reserve 19 14,527,277 7,979,558 
Warrant reserve 17 115,980 — 
Merger reserve 19 6,273,909 6,273,909 
Retained earnings 19 (14,578,849) (13,156,578) 
Total equity  11,061,918 5,531,796 
 
 
These consolidated financial statements were approved and authorised for issue by the Board on 1 June 
2010. The notes on pages 28 to 51 form part of these consolidated financial statements. 
 
 
Stephen Moon    Ian Ford 
Director     Director 
 
On behalf of the Board of Provexis plc 
1 June 2010 
  Consolidated statement of cash flows 
Provexis plc Annual report and accounts 2010        26 
 
 
  Year ended 
31 March  
2010 
Year ended 
31 March  
2009 
 Notes £ £ 
Cash flows from operating activities    
Loss after tax   (1,648,180) (4,570,506) 
Adjustments for:    
Depreciation  20,908 20,917 
Impairment of goodwill  — 3,099,328 
Net finance income  (85,326) (55,144) 
Taxation  (54,408) (50,000) 
Share-based payment charge  225,909 112,630 
Operating cash outflow before changes in working capital  (1,541,097) (1,442,775) 
    
(Increase) / decrease in trade and other receivables  (66,737) 147,435 
Increase / (decrease) in trade and other payables  61,525 (127,523) 
Cash used in operations  (1,546,309) (1,422,863) 
    
Tax credits received  46,215 83,123 
Net cash outflow from operating activities  (1,500,094) (1,339,740) 
    
Cash flows from investing activities    
Purchase of plant and equipment  (15,149) (13,764) 
Purchase of intangible assets  (20,646) (16,690) 
Interest received  70,347 61,770 
Cash generated by investing activities  34,552 31,316 
    
Cash flows from financing activities    
Proceeds from issue of 
share capital – share placings and open offer 
  
7,130,293 
 
2,714,812 
Expenses paid on share issues  (401,779) (250,689) 
Proceeds from exercise of share options  107,899 — 
Interest paid  — (10,017) 
Cash generated by financing activities  6,836,413 2,454,106 
    
Net increase in cash and cash equivalents  5,370,871 1,145,682 
Cash and cash equivalents at beginning of year 15 1,678,263 532,581 
Cash and cash equivalents at end of year 15 7,049,134 1,678,263 
 
 
  Consolidated statement of changes in equity 
Provexis plc Annual report and accounts 2010        27 
 
         
      Total equity    
      attributable    
 Share  Share  Warrant Merger  Retained  to owners of  Minority  Total  
 capital  premium  reserve reserve  earnings  the parent  interests  equity 
 £  £  £ £  £  £  £  £  
                
At 31 March 2008 4,017,244  5,992,212  — 6,273,909  (8,698,702) 7,584,663  — 7,584,663  
         
Share-based charges — — — — 112,630 112,630 — 112,630 
         
Issue of shares – placing  
28 August 2008 386,894 1,883,229 — — — 2,270,123 — 2,270,123 
         
Issue of shares – placing  
2 October 2008 30,769 163,231 — — — 194,000 — 194,000 
         
Reduction of premium 
on share issue — (59,114) — — — (59,114) — (59,114) 
         
Total comprehensive expense 
for the year — — — — (4,570,506) (4,570,506) — (4,570,506) 
         
At 31 March 2009 4,434,907 7,979,558 — 6,273,909  (13,156,578) 5,531,796 — 5,531,796 
         
Share-based charges — — — — 225,909 225,909 — 225,909 
         
Issue of shares  - exercise of 
share options 3,482 104,417 — — — 107,899 — 107,899 
         
Issue of shares - subscription 
30 September 2009 40,969 915,185 — — — 956,154 — 956,154 
         
Issue of shares - subscription 
16 October 2009 159,031 3,633,544 — — — 3,792,575 — 3,792,575 
         
Issue of shares - open offer 22 
December 2009 85,212 1,894,573 — — — 1,979,785 — 1,979,785 
         
Issue of warrants - equity 
financing facility 30 March 2010 — — 115,980 — — 115,980 — 115,980 
         
Total comprehensive expense 
for the year — — — — (1,648,180) (1,648,180) — (1,648,180) 
         
At 31 March 2010 4,723,601 14,527,277 115,980 6,273,909 (14,578,849) 11,061,918  — 11,061,918  
         
 
The total comprehensive expense for the year represents the total recognised income and expense for the 
year. 
 
 
  Notes to the consolidated financial statements 
 
Provexis plc Annual report and accounts 2010        28 
1. Accounting policies 
General information 
Provexis plc is a public limited company incorporated and domiciled in the United Kingdom (registration 
number 05102907). 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, International Accounting Standards and Interpretations (collectively IFRS) issued by the 
International Accounting Standards Board (IASB) as adopted by the European Union (“adopted IFRS”). 
 
The Company has elected to prepare its parent company financial statements in accordance with United 
Kingdom Generally Accepted Accounting Practice (“UK GAAP”), and these are set out on pages 52 to 57. 
 
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 2010. 
 
The following new standards, amendments to standards and interpretations, applied for the first time from 1 
April 2009, have had an effect on the consolidated financial statements. 
 
IAS 1 (Revised) ‘Presentation of Financial Statements’ has been adopted. The revised standard prohibits the 
presentation of items of income and expense in the statement of changes in equity, requiring non-
shareholder changes in equity to be presented separately from shareholder changes in equity. All non-
shareholder changes in equity are required to be presented in a performance statement. IAS 1 (Revised) 
permits a choice between presenting a single performance statement (being a Statement of Comprehensive 
Income) or two statements (being an Income Statement and a Statement of Comprehensive Income). The 
Group has elected to present a single statement. 
 
IFRS 8 ‘Operating Segments’ has been adopted. This standard replaces IAS 14 ‘Segment Reporting’ and 
effectively requires segmental information reported to be based on that which the Group’s Board, which is 
considered the Group’s chief operating decision maker, uses internally for the purposes of evaluating the 
performance of the Group’s operating segments. 
 
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. 
 
The following new standards, amendments to standards and interpretations have been issued but are not 
effective for the year ended 31 March 2010. The new standards, amendments to standards and 
interpretations will be relevant to the Group but have not been adopted early as the Directors do not expect 
these standards and interpretations to have a material effect on the consolidated financial statements: 
 
• IFRS 3 (Revised) ‘Business Combinations’ effective for periods beginning on or after 1 July 2009; 
• IAS 27 (Amendment) ‘Consolidated and Separate Financial Statements’ effective for periods beginning 
on or after 1 July 2009; 
• Improvements to IFRSs (2009) effective for periods beginning on or after 1 January 2010; and 
• IFRS 2 (Amendment) ‘Share-based Payment: Group Cash-settled Share-based Payment Transactions’ 
effective for periods beginning on or after 1 January 2010. 
 
There are a number of standards, interpretations and amendments to published accounts not listed above 
which the Directors consider not to be relevant to the Group. 
 
  Notes to the consolidated financial statements continued 
 
Provexis plc Annual report and accounts 2010        29 
1. Accounting policies (continued) 
Going concern 
The Group’s business activities together with the factors likely to affect its future development are set out in 
the Business Overview on pages 11 to 16. The financial position of the Group, its cash flows and liquidity 
position are set out in the Financial Review on pages 9 and 10. In addition note 2 to the financial statements 
includes the Group’s objectives, policies and processes for managing its capital; its financial risk 
management objectives; details of its financial instruments and its exposure to credit and liquidity risk. 
 
The Group made a loss for the year of £1,648,180 (2009: £4,570,506) and expects to make a further loss 
during the year ending 31 March 2011. The loss for the prior year ended 31 March 2009 included a 
£3,099,328 non-cash goodwill impairment charge (2010: £Nil), and the adjusted loss for the prior year net of 
the goodwill charge was £1,471,178 (2010: £1,648,180). At 31 March 2010 the Company had cash balances 
of £7,049,134 (2009: £1,678,263). 
 
The directors have prepared projected cash flow information for a period including twelve months from the 
date of approval of these financial statements and have reviewed this information as at the date of these 
financial statements. Based on the level of existing cash, projected income and expenditure and other 
sources of funding, the Directors are satisfied that the Company and the Group have adequate resources to 
continue in business for the foreseeable future. Accordingly the going concern basis has been used in 
preparing the financial statements. 
 
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. All 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, collaboration 
agreements, royalties and sales of the Group’s Fruitflow
® 
product net of value added tax. 
 
The accounting policies for the principal revenue streams of the Group are as follows: 
 
(i) Exclusivity arrangements and similar agreements are recognised as revenue in the accounting period in 
which the related services, or required activities, are performed or specified conditions are fulfilled in 
accordance with the terms of completion of the specific transaction. 
 
(ii) Royalty income relating to the sale by a licensee of licensed product is recognised on an accruals basis in 
accordance with the substance of the relevant agreement and based on the receipt from the licensee of the 
relevant information to enable calculation of the royalty due. 
 
(iii) Sales of the Group’s Fruitflow® product are recorded net of value added tax when the significant risks 
and rewards of ownership have been transferred to the buyer. 
  Notes to the consolidated financial statements continued 
 
Provexis plc Annual report and accounts 2010        30 
1. Accounting policies (continued) 
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 statement of comprehensive income on a straight line basis over the lease term. The Group 
does not hold any assets under finance leases. 
 
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 within administrative expenses in the consolidated statement of 
comprehensive income 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 statement of comprehensive income 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 
statement of comprehensive income 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. 
  Notes to the consolidated financial statements continued 
 
Provexis plc Annual report and accounts 2010        31 
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 
statement of comprehensive income, 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 statement of comprehensive 
income, 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.  
 
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 statement of 
comprehensive income in the same period to which the costs that they are intended to compensate are 
expensed. 
 
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 goodwill 
• 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.  Notes to the consolidated financial statements continued 
 
Provexis plc Annual report and accounts 2010        32 
1. Accounting policies (continued) 
Taxation (continued) 
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 statement of comprehensive income. 
 
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 statement of comprehensive income 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. Vesting conditions are service 
conditions and performance conditions only. Other features of a share-based payment are not vesting 
conditions. 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 statement of comprehensive income 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 market related 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 statement of comprehensive income 
over the remaining vesting period. If non-market related terms and conditions of options are modified before 
they vest, the number of instruments expected to vest at each balance sheet date, and therefore the 
cumulative charge, is therefore amended accordingly. Where equity instruments are granted to persons 
other than employees and others providing similar services, the statement of comprehensive income 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. 
   Notes to the consolidated financial statements continued 
 
Provexis plc Annual report and accounts 2010        33 
1. Accounting policies (continued) 
Interest income 
Interest income is recognised on a time-proportion basis using the effective interest rate method. 
 
Warrants 
The Group has issued warrants to Evolution Securities Limited as part of the Equity Financing Facility. These 
are considered to be outside the scope of share-based employee remuneration, and hence out of the scope 
of IFRS 2. These warrants have been measured at fair value at the date of grant using an appropriate 
options pricing model. This fair value has been held on the balance sheet within prepayments and in the 
warrants reserve within equity. The prepayment will be released against share premium as the equity 
financing facility is utilised. The warrants reserve will be released to share premium when the warrants are 
exercised.  If the warrants lapse then the reserve is transferred to retained earnings.  
 
Critical accounting estimates and judgements 
The preparation of financial statements in conformity with IFRSs 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 and have continued to be met since. 
 
(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) 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 for ten years using data from the Group’s latest internal forecasts. The forecasts are 
extrapolated beyond ten years at growth rates of between 2% and 7% (2009: between 2% and 7%). The 
results of the value in use calculations are reviewed by the Board. 
 
The key assumptions for the value in use calculations are those regarding discount rates, revenue 
commencement dates, growth rates and expected changes in margins and costs. Management estimate 
discount rates using post-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 are discounted to calculate value in use using a post-tax discount rate. The 
post-tax discount rate is based on a number of factors including the risk-free rate in the UK, the Group's 
estimated market risk premium, and a premium to reflect the inherent risk of the forecast income streams 
included in the Group’s cash flow projections, which remain subject to contracts being agreed with 
prospective customers. 
 
Further information is given in note 12 to these consolidated financial statements.  Notes to the consolidated financial statements continued 
 
Provexis plc Annual report and accounts 2010        34 
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. 
 
The Group incurred minimal expenditure in foreign currencies during the year, and the prior year, and 
consequently there is no material exposure to foreign currency rate risk. 
 
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 statement of financial position date of £295,498 (2009: 
£233,973) as disclosed in note 16 on page 43. 
 
2.2 Capital risk management 
The Group considers its capital to comprise its ordinary share capital, share premium, warrant reserve, 
merger reserve and accumulated retained earnings as disclosed in the consolidated statement of financial 
position on page 25. 
 
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. 
  Notes to the consolidated financial statements continued 
 
Provexis plc Annual report and accounts 2010        35 
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 
2010 
Year ended 
31 March 
2009 
 £ £ 
   
NWDA R&D grant income recognised in consolidated statement of 
comprehensive income 
 
80,000 
 
20,000 
 80,000 20,000 
 
5. Operating loss 
 Year ended 
31 March 
2010 
Year ended 
31 March 
2009 
 £ £ 
Operating loss is stated after charging:   
   
Impairment of goodwill — 3,099,328 
Depreciation of plant and equipment 20,908 20,917 
Operating lease costs – land and buildings 102,875 98,709 
Equity-settled share based payment expense 225,909 112,630 
Defined contribution pension expense 31,581 31,726 
 
The total fees of the Group’s auditor, BDO LLP, for services provided are analysed below: 
 
 Year ended 
31 March  
2010 
Year ended 
31 March 
2009 
 £ £ 
Audit services   
Parent company 12,600 12,600 
Subsidiaries 31,900 29,400 
Tax services – compliance   
Parent company 3,600 3,600 
Subsidiaries 8,400 8,400 
Other services   
Tax advisory services 2,000 — 
Parent company – share option scheme advice 8,000 6,000 
Subsidiary – NWDA grant 3,000 — 
   
Total fees 69,500 60,000 
 
  Notes to the consolidated financial statements continued 
 
Provexis plc Annual report and accounts 2010        36 
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  
2010 
Year ended 
31 March 
2009 
   
Administrative staff — 1 
Research and development staff 7 7 
Directors 6 6 
 13 14 
 
Their aggregate emoluments were: 
 
  Year ended 
 31 March  
2010 
Year ended 
31 March 
2009 
 £ £ 
   
Wages and salaries 733,879  688,713 
Social security costs 71,980 65,919 
Other pension and insurance benefits costs 38,266 38,640 
Total cash settled emoluments 844,125 793,272 
Accrued holiday pay 1,600 15,078 
Share-based payment remuneration charge: equity settled 225,909 112,630 
Total emoluments 1,071,634 920,980 
 
7. Directors’ emoluments 
  Year ended 
 31 March 
2010 
Year ended 
31 March 
2009 
 £ £ 
Directors   
Aggregate emoluments 502,144 372,030 
Company pension contributions 18,822 15,487 
Share based payment remuneration charge: equity settled 185,824 112,495 
Gains made on exercise of directors’ share options 20,082 — 
 
Emoluments disclosed above include the following amounts in respect of the highest paid Director: 
 
  Year ended 
 31 March 
2010 
Year ended 
31 March 
2009 
 £ £ 
   
Aggregate emoluments 183,169 154,701 
Company pension contributions 7,980 7,785 
Share based payment remuneration charge: equity settled 107,303 83,726 
 
During the year, three Directors (2009: three Directors) participated in defined contribution pension schemes. 
 
Directors’ emoluments include amounts attributable to benefits in kind comprising private medical insurance 
on which the directors are assessed for tax purposes. The amounts attributable to benefits in kind are stated 
at cost to the Group, which is also the tax value of the attributable benefits. 
 
Further details of Directors’ emoluments are included in the Remuneration report on pages 17 to 21. 
 
   Notes to the consolidated financial statements continued 
 
Provexis plc Annual report and accounts 2010        37 
8. Finance income and costs 
  Year ended 
 31 March 
2010 
Year ended 
31 March 
2009 
 £ £ 
   
Bank interest receivable 85,326 65,161 
Finance costs payable — (10,017) 
 85,326 55,144 
 
In respect of the year ended 31 March 2009, finance costs payable include a £10,000 inducement fee for the 
advancement of bridging loans which were provided to the Company on 4 August 2008, and repaid by the 
Company on 28 August 2008 as follows: 
 
 Bridging loans 
Advanced 4 August 2008 
Repaid 28 August 2008 
   
 Amount 
of loan 
Inducement 
fee payable 
 £ £ 
RisingStars Growth Fund (RSGF) 25,000 5,000 
C D Buck 15,000 3,000 
N C Bain 10,000 2,000 
 50,000 10,000 
 
The loans were effected by the issue by the Company to the Lenders of loan notes. The loan notes were 
unsecured and were not transferable by the relevant holders. 
  
The Company was obliged to pay interest on the principal sum for the period until it was repaid at the rate of 
20 per cent per annum, but the loan note holders waived their entitlement to interest when the loan notes 
were repaid, on 28 August 2008. 
 
The RisingStars Growth Fund is managed by Enterprise Ventures Limited. The Chief Executive of Enterprise 
Ventures Limited is J B Diggines, a Non-executive Director of the Company who resigned on 17 September 
2009. C D Buck and N C Bain are currently Non-executive Directors of the Company. 
 
   Notes to the consolidated financial statements continued 
 
Provexis plc Annual report and accounts 2010        38 
9. Taxation 
 
 
 
Year ended 
31 March 
2010 
Year ended 
31 March 
2009 
 £ £ 
Current tax income   
United Kingdom corporation tax research and development credit 50,000 61,844 
Adjustment in respect of prior period   
United Kingdom corporation tax research and development credit 4,408 (11,844) 
Taxation credit 54,408 50,000 
 
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 
2010 
Year ended 
31 March 
2009 
 £ £ 
   
Loss on ordinary activities before tax 1,702,588 4,620,506 
   
Loss on ordinary activities before tax multiplied by the 
standard rate of corporation tax in the UK of 28% (2009: 28%) 
 
476,725 
 
1,293,742 
Effects of:   
Expenses not deductible for tax purposes 3,540 (892,032) 
Difference between depreciation and capital allowances (5,854) (1,785) 
Other short-term timing differences (63,255) (27,444) 
Unutilised tax losses and other deductions arising in the year (442,056) (302,556) 
Tax deduction for share options exercised 80,900 — 
Additional deduction for R&D expenditure 50,000 51,221 
Surrender of tax losses for R&D tax credit refund (50,000) (59,302) 
Adjustments in respect of prior years 4,408 (11,844) 
Total tax credit for the year 54,408 50,000 
 
At 31 March 2010 the Group UK tax losses to be carried forward are estimated to be £13,398,578 
(2009: £11,307,528). 
 
Deferred tax 
Deferred tax assets amounting to £4,391,974 (2009: £3,217,536) 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 
2010 
Year ended 
31 March 
2009 
 £ £ 
   
Depreciation in excess of capital allowances 16,903 11,049 
Other short term timing differences — — 
Unutilised tax losses 3,639,702 3,166,108 
Share-based payments 735,369 40,379 
  4,391,974 3,217,536 
 
 
Income tax asset receivable within one year 31 March 
2010 
31 March 
2009 
 £ £ 
   
Corporation tax recoverable 111,844 103,651 
 111,844 103,651 
 
  Notes to the consolidated financial statements continued 
 
Provexis plc Annual report and accounts 2010        39 
10. Loss per share 
Basic and diluted loss per share amounts are calculated by dividing the loss attributable to owners of the 
parent by the weighted average number of ordinary shares in issue during the period. 
 
There are 62,471,648 share options in issue (2009: 65,954,117) that are all currently anti-dilutive and have 
therefore been excluded from the calculations of the diluted loss per share. 
 
Basic and diluted loss per share amounts are in respect of all activities. Adjusted basic and diluted loss per 
share amounts exclude goodwill impairment. 
 
 Year ended  Year ended  
 31 March 31 March 
 2010  2009  
     
Loss – £ 1,648,180 4,570,506 
   
Weighted average number of shares 937,060,783 644,794,819 
   
Basic and diluted loss per share – pence 0.18 0.71 
   
Loss for the year attributable to owners of the parent - £ 1,648,180 4,570,506 
   
Adjustment   
Impairment of goodwill (note 12) — (3,099,328) 
Adjusted loss for the year attributable 
to owners of the parent - £ 
 
1,648,180 
 
1,471,178 
     
Adjusted basic and diluted loss per share - pence 0.18 0.23 
 
No shares have been issued after the year end in relation to the Equity Financing Facility. 
 
Share re-organisation 
A share re-organisation was carried out in the year ended 31 March 2009 on 28 August 2008 sub dividing 
each of the 401,724,366 issued existing ordinary shares with a nominal value of 1p each in the capital of the 
Company into one new ordinary share with a nominal value of 0.1p and one Deferred Share with a nominal 
value of 0.9p. 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. 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. The Deferred Shares effectively 
carry no value as a result, and they do not form part of the loss per share calculations. 
 
The weighted average number of shares used for the loss per share calculations represents the existing 
ordinary shares with a nominal value of 1p each in the capital of the Company for the period up to 28 August 
2008, and the new ordinary shares with a nominal value of 0.1p each in the capital of the Company for the 
period thereafter. See also note 17 to the consolidated financial statements on page 44.  Notes to the consolidated financial statements continued 
 
Provexis plc Annual report and accounts 2010        40 
11. Intangible assets 
 Goodwill Development 
costs 
Total 
 
 £ £ £ 
Cost    
At 1 April 2009 7,265,277 37,287 7,302,564 
Additions  — 20,646 20,646 
At 31 March 2010 7,265,277 57,933 7,323,210 
    
Amortisation and impairment    
At 1 April 2009 3,462,592 — 3,462,592 
At 31 March 2010 3,462,592 — 3,462,592 
    
Net book value    
At 31 March 2010 3,802,685 57,933 3,860,618 
At 31 March 2009 3,802,685 37,287 3,839,972 
    
    
Cost    
At 1 April 2008 7,265,277 20,597 7,285,874 
Additions  — 16,690 16,690 
At 31 March 2009 7,265,277 37,287 7,302,564 
    
Amortisation and impairment    
At 1 April 2008 363,264 — 363,264 
Impairment of goodwill charge 3,099,328 — 3,099,328 
At 31 March 2009 3,462,592 — 3,462,592 
    
Net book value    
At 31 March 2009 3,802,685 37,287 3,839,972 
At 31 March 2008 6,902,013 20,597 6,922,610 
 
Development costs represent costs incurred in registering patents that meet the capitalisation criteria set out 
in IAS 38, see also note 1. 
  Notes to the consolidated financial statements continued 
 
Provexis plc Annual report and accounts 2010        41 
12. 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 key assumptions for the value in use calculations are those regarding discount rates, revenue 
commencement dates, growth rates and expected changes in margins and costs. 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. 
 
The value in use calculations have used post-tax cash flow projections for ten years using data from the 
Group’s latest internal forecasts. The forecasts are extrapolated beyond ten years at growth rates of between 
2% and 7% (2009: between 2% and 7%). The results of the value in use calculations are reviewed by the 
Board. 
 
The value in use calculations have been prepared for a period of greater than five years on account of the 
expected lives of the Group’s primary patents. 
 
The values used in the Group’s internal forecasts reflect anticipated market developments, following 
discussions with prospective customers and suppliers. The values used in the Group’s internal forecasts are 
also based on estimates of revenue commencement dates and expected changes in margins and costs. An 
element of the risk inherent in the forecast income streams, which remain subject to contracts being agreed 
with prospective customers, has been incorporated in the Group’s post-tax cash flow projections. 
 
Post-tax cash flow projections have been discounted to calculate value in use using a post-tax discount rate 
of 23% (2009: 23%), and no impairment charge was required in the year (2009: a goodwill impairment 
charge was required of £3,099,328). 
 
The post-tax discount rate is based on a number of factors including the risk-free rate in the UK, the Group's 
estimated market risk premium, and a premium to reflect the inherent risk of the forecast income streams 
included in the Group’s cash flow projections, which remain subject to contracts being agreed with 
prospective customers. 
 
Value in use calculations are sensitive to changes in short and medium term revenue and cost growth 
assumptions, long term growth rates and post-tax discount rates. 
 
The Group has conducted further goodwill impairment sensitivity analysis to include varying growth rates and 
margins, changes to the Group’s cost base, varying revenue commencement dates and other strategic 
options for the business. 
 
At a post-tax discount rate of 23%, either a 10% reduction in forecast revenues or a 17% increase in forecast 
costs would result in a goodwill impairment charge at 31 March 2010. 
 
Delays in the forecast revenue commencement dates of one year would result in an impairment of goodwill 
charge at 31 March 2010, although this could be mitigated in part by cost savings. 
 
The post-tax discount rate would need to increase to 25.2% for the carrying value of goodwill to be equal to 
the calculated value in use.  Notes to the consolidated financial statements continued 
 
Provexis plc Annual report and accounts 2010        42 
13. Plant and equipment 
  Fixtures, fittings 
and computer 
equipment 
Laboratory 
equipment 
Total 
 
  £ £ £ 
Cost     
At 1 April 2009  41,433 79,169 120,602 
Additions  8,351 6,798 15,149 
At 31 March 2010  49,784 85,967 135,751 
     
Depreciation     
At 1 April 2009  34,549 19,112 53,661 
Charge for year  4,702 16,206 20,908 
At 31 March 2010  39,251 35,318 74,569 
     
Net book value     
At 31 March 2010  10,533 50,649 61,182 
At 31 March 2009  6,884 60,057 66,941 
 
 
  Fixtures, fittings 
and computer 
equipment 
Laboratory 
equipment 
Total 
 
  £ £ £ 
Cost     
At 1 April 2008  38,113 68,725 106,838 
Additions  3,320 10,444 13,764 
At 31 March 2009  41,433 79,169 120,602 
     
Depreciation     
At 1 April 2008  28,204 4,540 32,744 
Charge for year  6,345 14,572 20,917 
At 31 March 2009  34,549 19,112 53,661 
     
Net book value     
At 31 March 2009  6,884 60,057 66,941 
At 31 March 2008  9,909 64,185 74,094 
 
  Notes to the consolidated financial statements continued 
 
Provexis plc Annual report and accounts 2010        43 
14. Trade and other receivables 
 
31 March 
2010 
31 March 
2009 
 £ £ 
   
Amounts receivable within one year:   
Trade receivables — 6,210 
Other receivables 48,529 25,995 
Total loans and receivables 48,529 32,205 
Prepayments and accrued income 226,109 44,737 
 274,638  76,942 
 
The Directors consider that the carrying amount of these receivables approximates to their fair value. 
 
All amounts shown under receivables fall due for payment within one year. 
 
15. Cash and cash equivalents 
 
31 March  
2010 
31 March 
2009 
 £ £ 
   
Cash at bank and in hand 7,049,134 1,678,263 
 7,049,134 1,678,263 
 
16. Trade and other payables 
 
31 March 
2010 
31 March 
2009 
 £ £ 
   
Trade payables 87,409 59,663 
Other taxes and social security 72,972 30,415 
Accruals 135,117 143,895 
Total financial liabilities measured at amortised cost 295,498 233,973 
 
The Directors consider that the carrying amount of these liabilities approximates to their fair value. 
 
All amounts shown fall due within one year. 
  Notes to the consolidated financial statements continued 
 
Provexis plc Annual report and accounts 2010        44 
17. Share capital 
On 30 September 2009 the Company raised £1.024m gross from the first tranche of a £5.0m gross new 
share subscription to provide working capital and funding for pipeline development. The net proceeds of the 
first tranche of the share subscription were £0.956m after share issue costs. 
 
On 16 October 2009 the Company raised £3.976m gross from the second tranche of the £5.0m gross new 
share subscription. The net proceeds of the second tranche of the share subscription were £3.793m after 
share issue costs. 
 
The £5.0m gross subscription involved the issue of 200,000,000 new ordinary shares at 2.5p per share. Full 
details of the subscription were provided in a circular to shareholders on 28 September 2009. The circular is 
available to download from the Company’s website www.provexis.com. 
 
On 3 December 2009 the Company announced that it proposed to raise up to a further £2.130m gross from 
an open offer to shareholders, with an excess application facility, involving the issue of up to 85,211,664 new 
ordinary shares at 2.5p per share. Full details of the open offer were provided in a circular to shareholders on 
3 December 2009, which is available to download from the Company’s website www.provexis.com. 
 
On 22 December 2009 the Company announced that: 
• Qualifying shareholders had applied for 48,335,151 open offer shares under their basic pro rata 
entitlement, representing 56.7 per cent. of the total number of offer shares available; 
• The number of open offer shares applied for by qualifying shareholders under the excess application 
facility amounted to 336,326,065 shares, which meant that excess applications had to be scaled back on 
a pro rata basis, in proportion to the total number of excess shares applied for. The Company therefore 
issued 36,876,513 open offer shares under the excess application facility. 
 
The net proceeds of the open offer were £1.980m after share issue costs. 
 
Warrant reserve 
On 31 March 2010 the Company announced that it had secured a 3 year Equity Financing Facility of up to 
£25m (the “EFF”) with Evolution Securities Limited (“Evolution”). The EFF was arranged by Darwin Strategic 
Limited (“Darwin”), an appointed representative of Evolution. 
 
The EFF agreement, which is dated 30 March 2010, provides the Company with a facility which (subject to 
certain limited restrictions) can be drawn down at any time over the 3 years ending on 29 March 2013. The 
timing and amount of any draw down is at the discretion of Provexis. Provexis is under no obligation to make 
a draw down and may make as many draw downs as its wishes, up to the total value of the EFF, by way of 
issuing subscription notices to Evolution. Following delivery of a subscription notice, Evolution will subscribe 
and Provexis will allot to Evolution new ordinary shares of 0.1p each (“Ordinary Shares”). 
 
The subscription price for any Ordinary Shares to be subscribed by Evolution under a subscription notice will 
be at a 7.5% discount to an agreed reference price determined during 5, 10 or 15 trading days following 
delivery of a subscription notice (the “Pricing Period”). The length of the Pricing Period is at the discretion of 
Provexis and is set at each relevant subscription notice. Provexis is also obliged to specify in each 
subscription notice a minimum price below which Ordinary Shares will not be issued. 
 
In consideration of Evolution agreeing to provide the EFF the Company entered into a warrant agreement 
dated 30 March 2010 for the grant to Evolution of warrants to subscribe for up to ten million Ordinary Shares, 
such warrants to be exercisable at a price of 20 pence per share and to be exercisable at any time prior to 
the expiry of 36 months following the date of the warrant agreement. 
 
The warrants were measured at fair value at the date of grant using a Black-Scholes model, with the 
following assumptions: 
 
Date of 
grant 
Exercise 
price 
 
 
pence 
Number of 
warrants 
Share 
price at 
grant date 
 
pence 
Expected 
volatility 
Risk free 
rate 
Expected 
life 
 
 
years 
Fair value 
per share 
under 
warrant 
pence 
        
30-Mar-10 20.0 10,000,000 6.3 70% 1.77% 3 1.1598 
 
   Notes to the consolidated financial statements continued 
 
Provexis plc Annual report and accounts 2010        45 
17. Share capital (continued) 
Warrant reserve (continued) 
An expected dividend yield of 0% was used in the above valuation. 
 
The assumption made for the expected life of the warrants 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 fair value of the warrants, £115,980, has been held on the balance sheet within prepayments and in 
the warrants reserve within equity. The prepayment will be released against share premium as the equity 
financing facility is utilised. The warrants reserve will be released to share premium when the warrants are 
exercised. If the warrants lapse then the reserve is transferred to retained earnings. 
 
Evolution or the Company may terminate the EFF in specified circumstances. The issue of subscription 
notices is subject to specified pre-conditions. The Company has provided warranties and indemnities to 
Evolution and affiliated persons. If the aggregate price paid for the Ordinary Shares allotted under the EFF 
by the second anniversary of the EFF is not equal to or more than five million pounds (subject to certain 
exceptions), or if the EFF is terminated by Evolution in certain circumstances, then the Company will be 
required to pay a fee to Evolution amounting to 1% of the value of the facility in cash or by an issue of fully 
paid ordinary shares at the Company’s discretion. 
 
Share re-organisation 
In August 2008, to facilitate a share placing, the company undertook a share re-organisation when It was 
agreed to sub-divide: 
 
• each of the 401,724,366 then 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, 
 
The share re-organisation was approved at an EGM on 26 August 2008. 
 
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 are not 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 share re-organisation 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. 
 
Authorised Ordinary 
0.1p shares 
Deferred 
0.9p shares 
Total 
 number number number 
    
At 31 March 2010 and 31 March 2009 1,884,480,706 401,724,366 2,286,205,072 
 
 Ordinary 
0.1p shares 
Deferred 
0.9p shares 
Total 
 £ £ £ 
    
At 31 March 2010 and 31 March 2009 1,884,481 3,615,519 5,500,000 
 
Authorised Ordinary 
1p shares 
Ordinary 
0.1p shares 
Deferred 
0.9p shares 
Total 
 number number number number 
     
At 31 March 2008 550,000,000 — — 550,000,000 
Sub-division of shares (550,000,000) 1,884,480,706 401,724,366 1,736,205,072 
At 31 March 2009 — 1,884,480,706 401,724,366 2,286,205,072 
   Notes to the consolidated financial statements continued 
 
Provexis plc Annual report and accounts 2010        46 
17. Share capital (continued) 
 
 Ordinary 
1p shares 
Ordinary 
0.1p shares 
Deferred 
0.9p shares 
Total 
 £ £ £ £ 
     
At 31 March 2008 5,500,000 — — 5,500,000 
Sub-division of shares (5,500,000) 1,884,481 3,615,519 — 
At 31 March 2009 — 1,884,481 3,615,519 5,500,000 
 
Allotted, called up and fully paid Ordinary 
0.1p shares 
Deferred 
0.9p shares 
Total 
 number number number 
    
At 31 March 2009 819,387,796 401,724,366 1,221,112,162 
Issued on exercise of share options 3,482,469 — 3,482,469 
Issued on subscription 200,000,000 — 200,000,000 
Issued on open offer 85,211,664 — 85,211,664 
At 31 March 2010 1,108,081,929 401,724,366 1,509,806,295 
 
 Ordinary 
0.1p shares 
Deferred 
0.9p shares 
Total 
 £ £ £ 
    
At 31 March 2009 819,388 3,615,519 4,434,907 
Issued on exercise of share options 3,482 — 3,482 
Issued on subscription 200,000 — 200,000 
Issued on open offer 85,212 — 85,212 
At 31 March 2010 1,108,082 3,615,519 4,723,601 
 
Allotted, called up and fully paid Ordinary 
1p shares 
Ordinary 
0.1p shares 
Deferred 
0.9p shares 
Total 
 number number number number 
     
At 31 March 2008 401,724,366 — — 401,724,366 
Sub-division of shares (401,724,366) 401,724,366 401,724,366 401,724,366 
Share placing 28 August 2008 — 386,894,230 — 386,894,230 
Share placing 2 October 2008 — 30,769,200 — 30,769,200 
At 31 March 2009 — 819,387,796 401,724,366 1,221,112,162 
 
 Ordinary 
1p shares 
Ordinary 
0.1p shares 
Deferred 
0.9p shares 
Total 
 £ £ £ £ 
     
At 31 March 2008 4,017,244 — — 4,017,244 
Sub-division of shares (4,017,244) 401,725 3,615,519 — 
Share placing 28 August 2008 — 386,894 — 386,894 
Share placing 2 October 2008 — 30,769 — 30,769 
At 31 March 2009 — 819,388 3,615,519 4,434,907 
 
   Notes to the consolidated financial statements continued 
 
Provexis plc Annual report and accounts 2010        47 
17. Share capital (continued) 
During the year ended 31 March 2010 the Company issued ordinary shares of 0.1p each as follows: 
 
Date Reason for issue Shares issued 
  £ Number 
    
04.09.09 Exercise of share options 1,768 1,768,180 
11.09.09 Exercise of share options 1,384 1,383,989 
30.09.09 Share subscription 40,969 40,969,390 
16.10.09 Share subscription 159,031 159,030,610 
22.12.09 Open offer 85,212 85,211,664 
19.02.10 Exercise of share options  330 330,300 
  288,694 288,694,133 
 
During the year ended 31 March 2009 the Company issued ordinary shares of 0.1p as follows: 
 
Date Reason for issue Shares issued 
  £ Number 
    
28.08.08 Placing 386,894 386,894,230 
02.10.08 Placing 30,769 30,769,200 
  417,663 417,663,430 
 
18. 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 typically 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. 
 
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. 
 
On 15 October 2009 the Company’s Remuneration Committee modified the Performance Period and 
Performance Target of share options over 42,000,000 ordinary shares of 0.1p each held by the Executive 
Directors of the Company. 
 
Following the changes agreed to the Performance Period and Performance Target, share options over 
21,000,000 ordinary shares of 0.1p each held by the Executive Directors of the Company vested on 15 
October 2009. Share options over 21,000,000 ordinary shares of 0.1p each held by certain Directors of the 
Company will vest on 1 April 2011. 
 
   Notes to the consolidated financial statements continued 
 
Provexis plc Annual report and accounts 2010        48 
18. Share options (continued) 
At 31 March 2010 the number of ordinary shares subject to options granted over the 2005 and prior option 
schemes were: 
 
EMI options 
 31 March 2010 31 March 2009 
 
Weighted 
average 
exercise price 
(pence) 
Number Weighted 
average 
exercise price 
(pence) 
Number 
     
Outstanding at the beginning of the year 1.15 54,198,000 3.72 10,274,255 
Granted during the year —  — 0.91 51,727,855 
Exercised during the year 2.75 (2,645,969) —  — 
Cancelled during the year —  — 3.18 (7,804,110) 
Outstanding at the end of the year 1.07 51,552,031 1.15 54,198,000 
 
The exercise price of EMI options outstanding at the end of the year ranged between 0.9p and 6.28p 
(2009: 0.9p and 6.28p) and their weighted average contractual life was 8.3 years (2009: 9.3 years). 
 
Of the total number of EMI options outstanding at the end of the year, 23,709,976 (2009: 5,355,945) had 
vested and were exercisable at the end of the year. Their weighted average exercise price was 1.8 pence 
(2009: 3.4 pence). 
 
Unapproved options 
 31 March 2010 31 March 2009 
 
Weighted 
average 
exercise price 
(pence) 
Number Weighted 
average 
exercise 
price 
(pence) 
Number 
     
Outstanding at the beginning of the year 1.39 11,756,117 2.70 24,199,121 
Granted during the year —  — 0.90 7,324,520 
Exercised during the year 4.20 (836,500) —  — 
Cancelled during the year —  — 2.81 (19,767,524) 
Outstanding at the end of the year 1.18 10,919,617 1.39 11,756,117 
 
The exercise price of unapproved options outstanding at the end of the year ranged between 0.9p and 6.28p 
(2009: 0.9p and 6.28p) and their weighted average contractual life was 7.3 years (2009: 8.2 years). 
 
Of the total number of unapproved options outstanding at the end of the year, 3,595,097 (2009: 4,431,597) 
had vested and were exercisable at the end of the year. Their weighted average exercise price was 1.7 
pence (2009: 2 pence). 
 
   Notes to the consolidated financial statements continued 
 
Provexis plc Annual report and accounts 2010        49 
18. Share options (continued) 
Grant of options 
The fair values of the options have been estimated at the date of grant using a Black-Scholes model, using 
the following assumptions: 
 
Tranche 
 
Date of 
grant 
Exercise 
price 
 
 
 
pence 
Number of 
options 
Share 
price at 
grant 
date 
 
pence 
Expected 
volatility 
Risk free 
rate 
Expected 
life 
 
 
 
years 
Fair value 
per share 
under 
option 
 
pence 
         
1 06-Jun-07 2.875 17,304,347 2.75 78% 4.44% 10 1.42 
2 29-Nov-07 3.38 2,751,479 3.00 65% 3.77% 10 1.06 
3 26-Aug-08 0.9 44,166,575 0.87 65% 4.45% 10 0.585 
4 01-Oct-08 0.9 12,000,000 0.725 65% 4.39% 10 0.485 
 
An expected dividend yield of 0% has been used in all of the above valuations. 
 
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 £225,909 
(2009: £112,630) all of which related to equity settled share-based payment transactions. 
 
Share re-organisation 
A share re-organisation was carried out on 28 August 2008, sub dividing  each of the 401,724,366 then 
issued existing ordinary shares with a nominal value of 1p each in the capital of the Company into one new 
ordinary share with a nominal value of 0.1p and one Deferred Share with a nominal value of 0.9p. 
 
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. 
 
Share options which had been granted prior to 28 August 2008 over existing ordinary shares with a nominal 
value of 1p each in the capital of the Company became options over new ordinary shares with a nominal 
value of 0.1p each in the capital of the Company. The options remain subject to the same terms as contained 
in the individual option contracts under which they were originally granted. 
 
Share options issued after 28 August 2008 are options over new ordinary shares with a nominal value of 
0.1p each in the capital of the Company. 
 
See also note 17 to the consolidated financial statements on page 44. 
 
   Notes to the consolidated financial statements continued 
 
Provexis plc Annual report and accounts 2010        50 
19. Reserves 
 Share 
premium 
reserve 
Warrant 
reserve 
Merger 
reserve 
Retained 
earnings  
Total  
 £ £ £ £ £ 
      
At 1 April 2008 5,992,212 — 6,273,909 (8,698,702) 3,567,419 
Loss for the year — — — (4,570,506) (4,570,506) 
Share-based charges — — — 112,630 112,630 
Issue of shares – placing 2,046,460 — — — 2,046,460 
Reduction of premium 
on share issue 
 
(59,114) 
 
— 
 
— 
 
— 
 
(59,114) 
At 31 March 2009 7,979,558 — 6,273,909 (13,156,578) 1,096,889 
Loss for the year — — — (1,648,180) (1,648,180) 
Share-based charges — — — 225,909 225,909 
Issue of shares - exercise of 
share options 
 
104,417 
 
— 
 
— 
 
— 
 
104,417 
Issue of shares - subscription  4,548,729 — — — 4,548,729 
Issue of shares - open offer 1,894,573 — — — 1,894,573 
Warrants issued during the 
year - equity financing facility 
 
— 
 
115,980 
 
— 
 
— 
 
115,980 
At 31 March 2010 14,527,277 115,980 6,273,909 (14,578,849) 6,338,317 
 
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. 
Warrant reserve The warrant reserve arose in March 2010 when the Group issued warrants to 
Evolution Securities Limited as part of the Equity Financing Facility (see Note 17). 
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 statement of 
comprehensive income. 
 
20. Pension costs 
The pension charge represents contributions payable by the Group to independently administered funds 
which during the year ended 31 March 2010 amounted to £31,581 (2009: £31,726). Pension contributions 
payable but not yet paid at 31 March 2010 totalled £16,368, in respect of pension contribution entitlements 
where employees had not yet provided details of the funds to which the contributions should be made 
(2009: £12,450). In addition, pension contributions payable in arrears at 31 March 2010 totalled £1,189 
(2009: £9). All unpaid contributions are included in accrued social security costs at the balance sheet date. 
 
21. Operating lease commitments 
Future minimum rentals payable under non-cancellable operating leases are as follows: 
 
 
31 March 
2010 
31 March 
2009 
 £ £ 
Due within 1 year 86,500 82,875 
 86,500 82,875 
 
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. 
 
   Notes to the consolidated financial statements continued 
 
Provexis plc Annual report and accounts 2010        51 
22. Related party transactions 
On 12 February 2010 the Company announced that it had entered into a Letter of Intent (“LOI”) for its 
Fruitflow® technology with DSM Nutritional Products (“DSM”). 
 
The LOI provided a framework for the parties to develop a long-term Alliance Agreement (the “Agreement”), 
giving DSM exclusive global rights to Fruitflow®. 
 
On 1 June 2010 the Company signed a long-term Alliance Agreement with DSM Nutritional Products, which 
will see the Company collaborate with DSM to develop Fruitflow® in all major global markets. 
 
DSM is classified as a related party of the Group in accordance with IAS 24 as it holds shares in the Group. 
Further, K Rietveld is a director of the Company, and a senior employee of DSM. The directors of Provexis 
(the "Directors"), having consulted with Evolution Securities Limited ("Evolution Securities"), the Company's 
nominated adviser, consider that the terms of the letter of intent and the Alliance Agreement are fair and 
reasonable insofar as Provexis's shareholders are concerned. In providing advice to the Directors, Evolution 
Securities has taken into account the Directors' commercial assessments. 
 
On 4 August 2008 C D Buck, N C Bain and The RisingStars Growth Fund, which is connected to J B 
Diggines, advanced bridging loans to the Company totalling £50,000. The bridging loans were repaid by the 
Company on 28 August 2008. Bridging loan inducement fees totalling £10,000 were paid to C D Buck, N C 
Bain and The RisingStars Growth Fund, see note 8 on page 37 for further details. 
 
Transactions between the Company and its subsidiaries have been eliminated on consolidation. 
 
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 17 to 21. 
 
23. Post balance sheet events 
On 1 June 2010 the Company announced a long-term Alliance Agreement with DSM Nutritional Products, 
which will see the Company collaborate with DSM to develop Fruitflow® in all major global markets. DSM will 
invest substantially in the manufacture, technology development, marketing and sale of Fruitflow® in the 
coming years. Provexis will continue to contribute scientific expertise and will collaborate in areas such as 
cost of goods optimisation and regulatory matters. The financial model is based upon the division of profits 
between the two partners on an agreed basis, linked to certain revenue targets, following the deduction of 
the cost of goods and a fixed level of overhead from sales. The Company is working closely with DSM in 
various areas related to launch planning. It is not possible to determine the financial impact of the Alliance 
Agreement at this time. 
 
  Parent company balance sheet 
 
Provexis plc Annual report and accounts 2010        52 
 
Company number 05102907  As at  
31 March 
2010 
As at  
31 March 
2009 
 Notes £ £ 
    
Fixed assets    
Investments 3 1,117,336 1,117,336 
    
Current assets    
Debtors - due within one year 4 115,980 — 
Debtors - due after one year 4 5,285,050 3,537,113 
Cash and cash equivalents 5 6,979,011 1,664,626 
Total current assets  12,380,041 5,201,739 
    
Net current assets  12,380,041 5,201,739 
    
Total net assets  13,497,377 6,319,075 
    
    
Capital and reserves    
Share capital 7 4,723,601 4,434,907 
Share premium reserve 8 14,527,277 7,979,558 
Warrant reserve 8 115,980 — 
Retained earnings 8 (5,869,481) (6,095,390) 
Equity shareholders’ funds 9 13,497,377 6,319,075 
 
 
These financial statements were approved and authorised for issue by the Board on 1 June 2010. 
The notes on pages 53 to 57 form part of these parent company financial statements. 
 
 
Stephen Moon    Ian Ford 
Director     Director 
 
On behalf of the Board of Provexis plc 
1 June 2010 
 
  Notes to the parent company financial statements 
 
Provexis plc Annual report and accounts 2010        53 
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 56. 
 
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. 
 
Warrants 
The Group has issued warrants to Evolution Securities Limited as part of the Equity Financing Facility. These 
are considered to be outside the scope of share-based employee remuneration, and hence out of the scope 
of FRS20. These warrants have been measured at fair value at the date of grant using an appropriate 
options pricing model. This fair value has been held on the balance sheet within prepayments and in the 
warrants reserve within equity. The prepayment will be released against share premium as the equity 
financing facility is utilised. The warrants reserve will be released to share premium when the warrants are 
exercised.  If the warrants lapse then the reserve is transferred to retained earnings. 
 
2. Profit attributable to shareholders 
As permitted by Section 408 of the Companies Act 2006 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 £Nil 
(2009: £10,003) which is dealt with in the financial statements of the Company. The total fees of the Group’s 
auditor, BDO LLP, for services provided are analysed in note 5 to the consolidated financial statements on 
page 35. Total fees for the year were £69,500 (2009: £60,000). 
 
The parent company did not have any employees in the year and therefore there were no payroll costs or 
pension costs (2009: Nil). 
 
  Notes to the parent company financial statements continued 
 
Provexis plc Annual report and accounts 2010        54 
3. Investments 
 
31 March 
2010 
31 March  
2009 
 £ £ 
   
Cost 1,382,919 1,382,919 
Provision for impairment (265,583) (265,583) 
Net book value 1,117,336 1,117,336 
 
 
At 31 March 2010 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, previously a dormant material subsidiary undertaking, was dissolved on 1 September 2009. 
 
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 2006. 
 
4. Debtors 
 
31 March 
2010 
 31 March 
2009 
 £ £ 
   
Debtors falling due within one year   
Prepayments and accrued income 115,980 — 
Total debtors falling due within one year 115,980 — 
   
Debtors falling due after one year   
Amounts owed by subsidiaries 5,285,050 3,537,113 
Total debtors falling due after one year 5,285,050 — 
   
Total debtors 5,401,030 3,537,113 
 
5. Cash and cash equivalents 
 
31 March 
2010 
 31 March 
2009 
 £ £ 
   
Cash at bank and in hand 6,979,011 1,664,626 
 6,979,011 1,664,626 
 
   Notes to the parent company financial statements continued 
 
Provexis plc Annual report and accounts 2010        55 
6. Deferred tax 
 
Deferred tax assets amounting to £153,128 (2009: £72,229) have not been recognised on the basis that their 
future economic benefit is not certain.  
 
7. Share capital 
Authorised Ordinary 
0.1p shares 
Deferred 
0.9p shares 
Total 
 number Number number 
    
At 31 March 2010 and 31 March 2009 1,884,480,706 401,724,366 2,286,205,072 
 
 Ordinary 
0.1p shares 
Deferred 
0.9p shares 
Total 
 £ £ £ 
    
At 31 March 2010 and 31 March 2009 1,884,481 3,615,519 5,500,000 
 
Authorised Ordinary 
1p shares 
Ordinary 
0.1p shares 
Deferred 
0.9p shares 
Total 
 number number Number number 
     
At 31 March 2008 550,000,000 — — 550,000,000 
Sub-division of shares (550,000,000) 1,884,480,706 401,724,366 1,736,205,072 
At 31 March 2009 — 1,884,480,706 401,724,366 2,286,205,072 
 
 Ordinary 
1p shares 
Ordinary 
0.1p shares 
Deferred 
0.9p shares 
Total 
 £ £ £ £ 
     
At 31 March 2008 5,500,000 — — 5,500,000 
Sub-division of shares (5,500,000) 1,884,481 3,615,519 — 
At 31 March 2009 — 1,884,481 3,615,519 5,500,000 
 
Allotted, called up and fully paid Ordinary 
0.1p shares 
Deferred 
0.9p shares 
Total 
 number Number number 
    
At 31 March 2009 819,387,796 401,724,366 1,221,112,162 
Issued on exercise of share options 3,482,469 — 3,482,469 
Issued on subscription 200,000,000 — 200,000,000 
Issued on open offer 85,211,664 — 85,211,664 
At 31 March 2010 1,108,081,929 401,724,366 1,509,806,295 
 
 Ordinary 
0.1p shares 
Deferred 
0.9p shares 
Total 
 £ £ £ 
    
At 31 March 2009 819,388 3,615,519 4,434,907 
Issued on exercise of share options 3,482 — 3,482 
Issued on subscription 200,000 — 200,000 
Issued on open offer 85,212 — 85,212 
At 31 March 2010 1,108,082 3,615,519 4,723,601  Notes to the parent company financial statements continued 
 
Provexis plc Annual report and accounts 2010        56 
7. Share capital (continued) 
 
Allotted, called up and fully paid Ordinary 
1p shares 
Ordinary 
0.1p shares 
Deferred 
0.9p shares 
Total 
 number number Number number 
     
At 31 March 2008 401,724,366 — — 401,724,366 
Sub-division of shares (401,724,366) 401,724,366 401,724,366 401,724,366 
Share placing 28 August 2008 — 386,894,230 — 386,894,230 
Share placing 2 October 2008 — 30,769,200 — 30,769,200 
At 31 March 2009 — 819,387,796 401,724,366 1,221,112,162 
 
 Ordinary 
1p shares 
Ordinary 
0.1p shares 
Deferred 
0.9p shares 
Total 
 £ £ £ £ 
     
At 31 March 2008 4,017,244 — — 4,017,244 
Sub-division of shares (4,017,244) 401,725 3,615,519 — 
Share placing 28 August 2008 — 386,894 — 386,894 
Share placing 2 October 2008 — 30,769 — 30,769 
At 31 March 2009 — 819,388 3,615,519 4,434,907 
 
Details of the share subscriptions, share placings, the share re-organisation carried out and the shares 
issued by the Company during the two years ended 31 March 2010 are given in note 17 to the consolidated 
financial statements on pages 44 to 47. 
 
Details on the share option scheme and share based payment charge for the year are given in note 18 to the 
consolidated financial statements on page 47 to 49. 
 
8. Reserves 
 Share 
premium 
reserve 
Warrant 
reserve 
Retained 
earnings 
 £ £ £ 
    
At 1 April 2009 7,979,558 — (6,095,390) 
Retained loss for the year — — — 
Share-based charges — — 225,909 
Shares issued during the year - exercise of share options 104,417 — — 
Shares issued during the year - subscription  4,548,729 — — 
Shares issued during the year - open offer 1,894,573 — — 
Warrants issued during the year - equity financing facility — 115,980 — 
At 31 March 2010 14,527,277 115,980 (5,869,481) 
 
9. Shareholders’ funds 
Reconciliation of movement in shareholders’ funds. 
 31 March  
2010 
31 March  
2009 
 £ £ 
   
Loss for year — (10,003) 
Share-based payment charge (note 17 – page 44) 225,909 112,630 
Shares issued during the year 288,694 417,663 
Premium on shares issued 6,547,719 2,046,460 
Reduction of premium on share issue — (59,114) 
Warrants issued during the year - equity financing facility 115,980 — 
Net additions to shareholders’ funds 7,178,302 2,507,636 
Opening shareholders’ funds 6,319,075 3,811,439 
Closing shareholders’ funds 13,497,377 6,319,075 
  Notes to the parent company financial statements continued 
 
Provexis plc Annual report and accounts 2010        57 
10. 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 100% owned members of the Group headed Provexis plc 
on the grounds that 100% of the voting rights of the Company are controlled within that Group and the 
Company is included in the consolidated financial statements. 
 
Provexis (IBD) Limited is 75% owned by Provexis plc and 25% owned by Ulive Enterprises Limited. Ulive 
Enterprises Limited is 75% owned by The University of Liverpool. 
 
Provexis plc wholly owns Provexis Nutrition Limited and Provexis Natural Products Limited. Provexis 
Nutrition Limited, Provexis Natural Products Limited and Provexis (IBD) Limited are under the common 
control of Provexis plc. 
 
The Company did not trade with Provexis (IBD) Limited during the year ended 31 March 2010 (2009: Nil). At 
31 March 2010 the Company was owed £5,509 by Provexis (IBD) Limited (31 March 2009: owed £5,509). 
 
Provexis (IBD) Limited does not have a bank account, and all its cash accounting transactions during the 
year were processed by Provexis plc, Provexis Nutrition Limited and Provexis Natural Products Limited 
(“Provexis group companies”). Amounts transacted by Provexis (IBD) Limited with Provexis group 
companies are charged through inter company accounts and the net amount transacted during the year was 
£380,094 (2009: £325,932). Provexis (IBD) Limited owed Provexis group companies a total of £880,755 at 
31 March 2010 (31 March 2009: owed £500,661). 
 
During the year ended 31 March 2009 the Company received and repaid £50,000 of bridging loans in August 
2008 from certain directors and connected parties, and it paid an inducement fee of £10,000 to those parties 
for the bridging loans. See also note 8 to the consolidated financial statements on page 37. 
 
Details of a related party transaction with DSM are given in note 22 to the consolidated financial statements 
on page 51. 
 
11. Post balance sheet events 
Details of post balance sheet events are given in note 23 to the consolidated financial statements on 
page 51. 
 
  Company information 
 
 
Provexis plc Annual report and accounts 2010        58 
 
Company number   05102907 
 
 
Directors    C D Buck 
     N C Bain 
     K Rietveld 
     S N Moon 
     S N Morrison 
     I Ford 
 
 
Audit committee   N C Bain 
C D Buck 
 
 
Remuneration committee  C D Buck 
N C Bain 
K Rietveld 
 
 
Registrars    Equiniti Limited 
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  Evolution Securities Limited 
100 Wood Street 
London EC2V 7AN 
 
 
Principal solicitors   Shoosmiths 
Apex Plaza 
Forbury Road 
Reading 
Berkshire RG1 1SH 
 
 
Auditors    BDO LLP 
Kings Wharf 
20–30 Kings Road 
Reading 
Berkshire RG1 3EX