provexis plc
annual report and accounts 2008
provexis plc  annual report and accounts 2008
01prvra08coverindd   1 04092008   172336 provexis plc 
annual report and accounts 2008 
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black black contents
3 corporate statement 
4 key highlights 
5 chairman’s statement 
6 chief executive’s statement 
8 directors’ report – financial review 
10 directors’ report – business overview 
16 directors’ report – remuneration report 
19 independent auditors’ report 
21 consolidated income statement 
22 consolidated balance sheet 
23 consolidated cash flow statement 
24 consolidated statement of changes in equity 
25 notes to the consolidated financial statements 
47 parent company balance sheet 
48 notes to the parent company financial statements 
52 company information 
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black black corporate statement 
provexis plc annual report and accounts 2008        3 
the provexis strategy is the discovery development and licensing of functional food medical food and 
dietary supplement technologies with five areas of focus 
• collaborating with leading research institutes to identify and develop proprietary technologies 
• developing credible scientific proof to demonstrate efficacy and support product claims 
• gaining regulatory and safety clearances in relevant global markets 
• implementing global ip strategies underpinned by strong patent portfolios 
• commercialising technologies through collaboration and licensing with global brand owners and 
ingredients corporations 
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black black key highlights 
provexis plc annual report and accounts 2008        4 
post year end placing of £25m of new shares at 065p per share providing working capital and funding 
for new product pipeline development 
dsm venturing take strategic investment of 293 in the company as part of the postyear 
end placing 
extended fruitflow
®
 collaboration with unilever and entered into new collaboration with the  
cocacola  company 
company in discussions with potential fruitflow
®
 license partners for the global dietary supplement 
sector in addition to unilever and cocacola collaborations 
first phase trial phase for nsp3g product for crohn’s disease completed successfully with second 
phase patient trial to commence in the second half of the year 
joint venture with university of liverpool extended to develop plantextract derived technology for 
prevention and treatment of clostridium difficile
new technology for treatment and prevention of peptic ulcers taken under option from university 
of manchester 
steve morrison chief operating officer with global rd project director background appointed 
effective 1 october 2008 
krijn rietveld dsm senior vicepresident appointed as nonexecutive director on 29 august 2008 
post admission of new placing shares 
key financial results 
loss attributable to equity shareholders £1189117 2007 £2437855 
cash balance £532581 2007 £115824 
loss per share from continuing operations 026p 2007 061p 
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black black chairman’s statement 
provexis plc annual report and accounts 2008        5 
the year has been a challenging one but i am pleased to report that the management team continues 
to make very good progress in implementing the strategy of discovery development and licensing of 
scientificallyproven functional food medical food and dietary supplement technologies 
in pursuit of our licensing strategy we have continued to focus on securing global license partners to 
maximise the potential of our core fruitflow
®
 hearthealth technology we are working closely with 
cocacola and are making good progress in consumer testing commercial assessment and finalising 
regulatory approval in a range of territories in our collaboration with unilever the rd team are on 
track with the development of a format suitable for inclusion in unilever product formats additionally 
negotiations are underway with potential partners in the global dietary supplement sector initiatives to 
secure partners in other claim areas and product sectors continue 
our patented technology for the treatment of crohn’s disease has been successful in the first trial 
phase with a healthy human trial having recently finished a twocentre clinical trial will commence in 
the second half of the year we are working closely with the university of liverpool to develop new 
claim areas for the technology 
the team have secured a promising new technology from the university of manchester we believe in 
the importance of a strong technology pipeline and the building of that pipeline will significantly 
enhance shareholder value in the medium to long term 
i have invited krijn rietveld senior vicepresident with dsm nutrition to join the board as a 
nonexecutive director on 29 august 2008 and i believe he will be a valuable addition steve morrison 
will further strengthen the management team when he joins us in october 2008 as chief 
operating officer 
the business has made good progress over the last year as we have developed commercial 
opportunities strengthened the team and reshaped the business with a significantly lower cost base 
we are well placed to capitalise on this momentum as the management team continue to implement 
our focused discovery development and licensing strategy 
dawson buck 
chairman
2 september 2008 
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black black chief executive’s statement
provexis plc annual report and accounts 2008        6 
strategy and management structure 
we are several months into the implementation of our new strategy of focusing on the discovery 
development and licensing of scientificallyproven functional food medical food and dietary supplement 
technologies i am pleased to say that this transition has gone well and the business is now fullyfocused 
has a much reduced cost base evidenced by losses reducing to £1163m versus £2450m in 2007 and a 
combination of commerciallyready and promising future technologies 
to underpin the implementation of the strategy on 1 august 2008 we announced the raising of £25m of 
working capital via a placing of new shares as part of this placing dsm venturing bv the venturing arm of 
the €88bn turnover dsm life sciences and material sciences business made a strategic investment of 
£15m in the business in addition to the investment we have invited krijn rietveld senior vicepresident 
with dsm nutrition to be a provexis director and i believe his sector knowledge and experience will add 
great value to the team 
steve morrison joins us as chief operating officer in october 2008 bringing a strong track record as a 
global rd project director with ipsen and shire pharmaceutical his skills will make us even more effective 
in delivering technologies in line with the needs of our global partners we have also continued to strengthen 
the rd team in order to maximise the value created from current and new technologies 
fruitflow
®
 licensing 
our collaboration with unilever is on track with the rd team making great strides in the development of a 
concentrated fruitflow
®
 format suitable for incorporation into vegetable oilbased spreads this format will be 
trialled in human subjects in late summer with a target of delivering a final proven fruitflow
®
 product to our 
partner later this year 
we are working intensively with the cocacola company on a programme of consumer testing commercial 
assessment and finalising regulatory approval in a range of territories subject to positive results in these 
areas the parties intend to proceed to a licensing agreement 
discussions are underway with two global ingredients manufacturers for the license of fruitflow
®
 for the 
dietary supplements sector and we expect to make progress during the balance of 2008 
the research team continue to develop further claim areas for our core technology in 2008 we will progress 
our deep vein thrombosis work with human studies commencing in 2009 we will commence work on 
metabolic syndrome and typeii diabetes claims in 2009 50 million us citizens are estimated to suffer from 
metabolic syndrome and as such the area represents a significant opportunity 
pipeline
the first phase of human trials on our patented technology for the treatment of crohn’s disease has been 
completed successfully and we will move into the second phase full clinical trial on crohn’s disease patients 
in the second half of the year once final mhra clearance has been received we are working closely with 
the university of liverpool to extend the technology into potential new claim areas and expect to see 
progress towards this in the second half of 2008 
the 75 provexisowned joint venture with the university of liverpool is to extend its activity into the 
development of a novel plantderived formulation for the treatment and prevention of infections caused by 
invasive bacteria such as clostridium difficile “cdifficile” the new technology project by the joint venture 
partners will develop a novel patented and clinicallyproven formulation to prevent interactions between bacteria 
of therapeutic interest including cdifficile and the lining of the human digestive tract the proposed enduser 
product will be targeted at the medical food sector 
we have entered into a oneyear option agreement with the university of manchester for a natural extract for 
the prevention and treatment of peptic ulcers during this period we will assess and develop the technology 
and subject to our being satisfied with the potential the intellectual property and patents will be assigned to 
provexis we believe that our welldeveloped lowcost development model will enable us to commercialise 
this novel technology effectively adding significant shareholder value to the business in the medium term 
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black black chief executive’s statement continued 
provexis plc annual report and accounts 2008        7 
outlook
we have reduced our cost base significantly giving us an effective lowcost platform from which to 
commercialise our existing fruitflow
®
 technology our crohn’s disease product and new technologies 
this together with the collaborations and strong relationships we enjoy with leading global brand owners and 
ingredient manufacturers will drive our focus on extracting shareholder value from our promising ip pipeline 
in the coming year 
stephen moon 
chief executive 
2 september 2008 
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black black directors’ report – financial review
provexis plc annual report and accounts 2008        8 
international financial reporting standards 
the financial review should be read in conjunction with the consolidated financial statements and the notes 
to the financial statements set out on pages 21 to 46 
from 1 april 2007 provexis plc and its subsidiary companies the “group” have adopted international 
financial reporting standards as adopted by the european union “ifrs” and this is the first annual report 
for the group presented under ifrs prior to 1 april 2007 the group prepared its audited financial 
statements and unaudited interim financial statements under uk generally accepted accounting principles 
“uk gaap” 
the group financial statements including comparatives have been prepared in accordance with ifrs as 
adopted by the european union and ifric interpretations and with those parts of the companies act 2006 
applicable to companies reporting under ifrs the date of transition to ifrs for the group was 1 april 2006 
and the group prepared its opening ifrs balance sheet as at that date the comparative figures in respect 
of 2007 have been restated to reflect ifrs accounting policies 
the most significant ifrs impacts on the group in respect of the transition to ifrs are 
• under ifrs 3 business combinations goodwill is subject to impairment reviews and is not amortised 
under uk gaap goodwill is amortised which reduced the reported loss before taxation for the year 
ended 31 march 2007 under uk gaap by £484400 
• under ias 38 intangible assets development expenditure which meets the recognition criteria of the 
standard must be capitalised and amortised over the useful economic lives of intangible assets from 
product launch previously under uk gaap all development expenditure was expensed development 
expenditure of £20597 was capitalised over the year ended 31 march 2008 2007 £nil 
• under ifrs 5 noncurrent assets held for sale and discontinued operations the exit of the sirco
®
 juice 
brand has been treated as a discontinued operation in the income statement for the current and 
prior year 
reconciliations and explanations of the effect of adopting ifrs compliant accounting policies on the group’s 
equity net assets and losses are provided in note 27 in this report there was no effect on the group’s 
cash flows 
the financial statements of the company continue to be prepared in accordance with united kingdom 
generally accepted accounting practice “uk gaap” and are set out on pages 47 to 51 
revenue and grant income 
revenue for the year ended 31 march 2008 was £161702 2007 £66653 reflecting an increase in 
amounts payable to the group by its prospective licensing partners 
grant income for the year ended 31 march 2008 was £133649 2007 £44987 which follows the 
completion of a research grant for the group’s crohn’s disease technology the grant was awarded to the 
group in november 2005 by the northwest regional development agency nwda 
research and development costs 
research and development “rd” costs for the year ended 31 march 2008 were £537840 
2007 £340221 including £20597 capitalised under ias 38 2007 £nil reflecting an increase in rd 
activity for the fruitflow
®
 and crohn’s disease projects 
rd expenditure comprises inhouse costs staff rd consumables intellectual property facilities and 
depreciation of rd assets and external costs preclinical studies manufacturing regulatory affairs and 
clinical trials 
the group’s research team continues to develop further claim areas for the group’s core fruitflow
®
technology to include deep vein thrombosis and metabolic syndrome second phase patient trials for the 
group’s crohn’s disease technology are due to commence in 2008 and in july 2008 the group took 
an option from the university of manchester for a new technology for the treatment and prevention of 
peptic ulcers 
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black black directors’ report – financial review continued 
provexis plc annual report and accounts 2008        9 
research and development costs continued 
the group aims to achieve cost effective research and development and to bring products to market through 
licensing partners as soon as is practicable 
administrative costs 
administrative costs for the year relating to continuing operations were £986073 2007 £1260531 
the restructuring in april 2007 and the group’s exit from the sirco fruitflow
®
 juice brand in july 2007 led to 
a considerable reduction in the group’s cost base and administrative expenses have been 
reduced accordingly 
taxation
a research and development tax credit of £134371 2007 £nil in respect of research and development 
expenditure incurred has been recognised in the financial statements all of which was shown as a debtor at 
31 march 2008 £53651 of the rd tax credit arose in respect of the year ended 31 march 2008 and 
£80720 is attributable to the two years ended 31 march 2007 the £80720 claim for the two years ended 
31 march 2007 was paid to the group subsequent to the year end 
losses
the loss from continuing operations for the year ended 31 march 2008 was £1017287 2007 £1550677 
and the loss per share from continuing operations was 026p 2007 061p 
the overall loss from continuing and discontinued operations for the year ended 31 march 2008 was 
£1162684 2007 £2449656 and the loss per share from continuing and discontinued operations was 
030p 2007 097p 
capital structure and funding 
the group remains funded primarily by equity capital which reflects the development status of its products 
on 12 april 2007 the company raised £2150m gross from a new share placing to new shareholders 
existing substantial shareholders and nonexecutive directors the net proceeds were £1961m after share 
issue costs of which £100000 was utilised to repay a short term bridging loan 
on 1 august 2008 the company announced that it had agreed terms for a new share placing to raise 
£2514m before expenses to provide working capital and funding for pipeline development the placing 
involved the issue of 386894230 new shares at 065p per share and a share reorganisation to facilitate the 
issue of the new shares at the subscription price the placing and the share reorganisation were approved 
at an egm on 26 august 2008 further details of the placing and the share reorganisation are given in 
note 26 to the consolidated financial statements on page 44 
the directors are of the opinion that at 2 september 2008 the companys liquidity and capital resources are 
adequate to deliver the current strategic objectives and 20089 business plan and that the company meets 
going concern criteria 
cash at bank at 31 march 2008 was £532581 31 march 2007 £115824 
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black black directors’ report – business overview
provexis plc annual report and accounts 2008        10 
principal activities 
provexis plc is a life sciencesdriven enterprise that discovers develops and licenses scientificallyproven 
technologies for the global functional food medical food and dietary supplement sectors 
provexis plc has two wholly owned subsidiaries provexis nutrition limited “pnl” and provexis natural 
products limited “pnp” each of which is registered in england provexis plc also owns 75 of 
provexis ibd limited “ibd” which is also registered in england 
group strategy 
the provexis strategy is the discovery development and licensing of functional food medical food and 
dietary supplement technologies with five areas of focus 
• collaborating with leading research institutes to identify and develop proprietary technologies 
• developing credible scientific proof to demonstrate efficacy and support product claims 
• gaining regulatory and safety clearances in relevant global markets 
• implementing global ip strategies underpinned by strong patent portfolios 
• commercialising technologies through collaboration and licensing with global brand owners and 
ingredients corporations 
review of the performance of the business and future developments 
the chairman’s statement on page 5 the chief executive’s statement on pages 6 and 7 and the financial 
review on pages 8 and 9 report on the group’s performance during the year ended 31 march 2008 
its position at that date and its likely future development 
key performance indicators 
the executive management and directors utilise a balanced scorecard of key activities including rd 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 nonfinancial 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 breakeven the monitoring of cash gives due consideration to 
anticipated future spend required to prioritise development opportunities and to plan the resources required 
to achieve the goals of the business 
the table below shows the group’s cash position at 31 march 2008 and 31 march 2007 
31 march 
2008
31 march
2007
£ £
cash at bank and in hand 532581 115824
532581 115824
at 31 march 2007 the group had a £100000 short term bridging loan 2008 £nil which had been provided 
by angle technology limited angle and rising stars growth fund rsgf in march 2007 the loan was 
repaid out of placing proceeds on 12 april 2007 for the new ordinary shares which angle and rsgf had 
subscribed for 
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provexis plc annual report and accounts 2008        11 
key performance indicators continued 
the table below shows the group’s rd ratio for the two years ended 31 march 2008 the rd ratio is the 
percentage of research and development costs relative to total operating expenses 
31 march
2008
31 march
2007
£ £
research and development costs 517243 340221
administrative costs 986073 1260531
total operating costs 1503316 1600752
rd ratio 34 21
post balance sheet events 
on 1 august 2008 the company announced that it had agreed terms for a new share placing to raise 
£2514m before expenses to provide working capital and funding for pipeline development the placing 
involved the issue of 386894230 new shares at 065p per share and a share reorganisation to facilitate the 
issue of the new shares at the subscription price the placing and the share reorganisation were approved 
at an egm on 26 august 2008 
on 21 august 2008 the company announced that the 75 provexisowned joint venture with the university 
of liverpool is to extend its activity into the development of a novel plantderived formulation for the 
treatment and prevention of infections caused by invasive bacteria such as clostridium difficile “cdifficile”
on 1 september 2008 the company announced that further to an announcement on 1 august 2008 the 
companys remuneration committee had approved the grant of options over 44166575 ordinary shares of 
01p each to certain directors and employees of the company as a condition of the grant of options certain 
directors surrendered 19089110 existing options and an additional 3709384 existing options were 
surrendered by other existing employees 
further details of the post balance sheet events are given in note 26 to the consolidated financial statements 
on page 44 
principal risks and uncertainties 
the directors consider that the key risks of the group are as set out below 
the group’s success will depend in part on its ability to obtain and maintain rigorous patent protection for its 
technologies both in the uk and internationally the group cannot give definitive assurance that pending or 
future patent applications will be granted or that patents granted will not be challenged invalidated or 
held unenforceable 
the group cannot assure that its intellectual property rights are sufficiently broad to prevent third parties 
from producing competing functional food medical food and dietary supplement technologies similar in 
nature to its own the group also relies on protection of trade secrets know how and confidential and 
proprietary information to mitigate this the group enters into nondisclosure 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 
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black black directors’ report – business overview continued 
provexis plc annual report and accounts 2008        12 
principal risks and uncertainties continued 
the group currently employs twelve people and has a very small management team should it lose any key 
management resources and be unable to attract replacements of equivalent calibre to continue 
implementation of its business plan future development and commercial activities could be materially 
adversely affected 
the group has limited liquidity and capital resources and significant delays to development projects could 
affect execution of its business plan in connection with the receipt of future royalties with a material adverse 
effect on the business the group also relies on potential license partners to meet certain commercial and 
development milestones and their failure to achieve this or other delays or cancellation of projects due to 
internal or market factors affecting potential license partners could affect the execution of the group’s 
business plan with a material adverse effect on the business in these circumstances the group would look 
to raise additional potential funding through the issue of additional equity through rights issues share placing 
and the exercise of share options but no assurance can be given regarding the successful outcome of such 
financing initiatives 
policy on the payment of creditors 
it is the policy of the group to pay creditors and suppliers in accordance with their normal terms of business 
creditor days outstanding for the group at 31 march 2008 amounted to 51 days compared to 87 days at 
31 march 2007 
board of directors 
the board of directors has overall responsibility for the group 
the board comprises a nonexecutive chairman three additional independent nonexecutive directors and 
two further executive directors the board continues to be satisfied that it has an appropriate mix of 
independence and experience in its nonexecutive 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 
daytoday 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 daytoday operational control delegated by the board to the 
executive directors the full board meets monthly and on any other occasions it considers necessary
the board is responsible for approving interim and annual financial statements formulating and monitoring 
group strategy and approving financial plans and reviewing performance as well as complying with legal 
regulatory and corporate governance matters there is a schedule of matters reserved for the board board 
papers are circulated in advance of each board meeting 
the directors of the company during the year are shown below 
executive directors 
s n moon 
i ford   appointed 19 july 2007 
s w slade resigned 4 july 2007 
nonexecutive directors 
c d buck 
n c bain 
j b diggines appointed 24 april 2007 
in addition to the above krijn rietveld senior vicepresident with dsm nutrition was appointed to the board 
as a nonexecutive director on 29 august 2008 following the admission of new shares related to the placing 
in august 2008 steve morrison will be appointed to the board as an executive director at the first board 
meeting following the commencement of his employment on 1 october 2008 
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provexis plc annual report and accounts 2008        13 
audit committee 
the audit committee comprises two nonexecutive directors and is chaired by neville bain as senior 
independent nonexecutive 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 nonaudit services 
provided are £42000 for the year ended 31 march 2008 2007 £10000 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 wwwprovexiscom 
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 
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provexis plc annual report and accounts 2008        14 
going concern 
the directors have a reasonable expectation that the group and the company will continue in operational 
existence for the foreseeable future for this reason they continue to adopt the going concern basis in 
preparing the group’s financial statements 
employees
the executive directors keep staff informed of the progress and development of the group regularly through 
formal and informal meetings and employee feedback is encouraged the company has a policy of offering 
share options to all eligible employees subject to availability under the option plan rules and with due 
consideration to the level of dilution to shareholders 
the group does not discriminate between employees and prospective employees on grounds of age race 
religion or gender every effort is made to provide the same opportunities to disabled persons as to others 
the board recognises its obligation towards its employees to provide a safe and healthy working 
environment the group complies with health and safety legislation including conducting regular inspections 
and risk assessments 
environmental social and community matters 
as a result of the size and nature of the group’s operations the impact of the group’s operations on the local 
community and the environment is not considered to be significant recycling of office supplies is undertaken 
where possible 
charitable and political contributions 
no political or charitable donations were made during the year 2007 £nil 
relationship with shareholders 
the directors seek to build a mutual understanding of objectives between the company and its 
shareholders the group reports formally to shareholders in its interim and annual reports setting out details 
of its activities in addition the group keeps shareholders informed of events and progress through the issue 
of regulatory news in accordance with the aim rules of the london stock exchange the chief executive 
and finance director seek to meet with institutional shareholders following interim and final results 
the group also maintains investor relations pages and other information regarding the business its products 
and activities on its website wwwprovexiscom 
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 
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provexis plc annual report and accounts 2008        15 
directors’ responsibility statement 
the directors are responsible for keeping proper accounting records which disclose with reasonable 
accuracy at any time the financial position of the group for safeguarding the assets of the company for 
taking reasonable steps for the prevention and detection of fraud and other irregularities and for the 
preparation of a directors’ report which complies with the requirements of the companies act 1985 
the directors are responsible for preparing the annual report and the financial statements in accordance with 
the companies act 1985 the directors are also required to prepare financial statements for the group in 
accordance with international financial reporting standards as adopted by the european union “ifrs” 
and the rules of the london stock exchange for companies trading securities on the alternative investment 
market the directors have chosen to continue to prepare financial statements for the company in 
accordance with uk generally accepted accounting practice 
financial statements are published on the company’s website in accordance with legislation in the united 
kingdom governing the preparation and dissemination of financial statements which may vary from 
legislation in other jurisdictions the maintenance and integrity of the company’s website is the responsibility 
of the directors the directors’ responsibility also extends to the ongoing integrity of the financial statements 
contained therein 
group financial statements 
international accounting standard 1 requires that financial statements present fairly for each financial year 
the group’s financial position financial performance and cash flows this requires the faithful representation 
of the effects of transactions other events and conditions in accordance with the definitions and recognition 
criteria for assets liabilities income and expenses set out in the international accounting standards board’s 
‘framework for the preparation and presentation of financial statements’ in virtually all circumstances a fair 
presentation will be achieved by compliance with all applicable ifrss a fair presentation also requires the 
directors to 
● consistently select and apply appropriate accounting policies 
● present information including accounting policies in a manner that provides relevant reliable 
comparable and understandable information and 
● provide additional disclosures when compliance with the specific requirements in ifrs is 
insufficient to enable users to understand the impact of particular transactions other events and 
conditions on the entity’s financial position and financial performance 
parent company financial statements 
company law requires the directors to prepare financial statements for each financial year which give a true 
and fair view of the state of affairs of the company and of the profit or loss of the company for that period 
in preparing these financial statements the directors are required to 
● select suitable accounting policies and then apply them consistently 
● prepare the financial statements on the going concern basis unless it is inappropriate to presume 
that the company will continue in business 
● make judgements and estimates that are reasonable and prudent and 
● state whether applicable accounting standards have been followed subject to any material 
departures disclosed and explained in the financial statements 
by order of the board 
ian ford 
secretary
2 september 2008 
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black black directors’ report – remuneration report
provexis plc annual report and accounts 2008        16 
remuneration committee composition and terms of reference 
the group’s remuneration committee during the year ended 31 march 2008 comprised two independent 
nonexecutive 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 nonexecutive 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 performancerelated 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 sharebased arrangements 
iii bonus scheme 
the company has an established discretionary bonus scheme for staff the chief executive officer was 
awarded a bonus during the year of £15000 
provexis revisedpdf   16 provexis revisedpdf   16 05092008   100812 05092008   100812
black black directors’ report – remuneration report continued 
provexis plc annual report and accounts 2008        17 
policy on executive directors’ remuneration continued 
iv pension contributions 
the group pays a defined contribution to the pension scheme of executive directors and employees 
the individual pension schemes are private and their assets are held separately from those of the group 
salaries and benefits were reviewed in april 2008 to cover the year from 1 april 2008 to 31 march 2009 
future reviews will continue to be undertaken on an annual basis each april to enable the group’s 
performance over the preceding financial year and the strategy for the forthcoming year to be considered 
service contracts 
the chief executive is employed under a service contract requiring twelve months’ notice by either party and 
the finance director is employed under a service contract requiring three months’ notice all nonexecutive 
directors receive payments under appointment letters which are terminable by three months’ notice from 
either party 
policy on nonexecutive directors’ remuneration 
the nonexecutive 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 nonexecutive directors are reimbursed for 
travelling and other minor expenses incurred 
neville bain nonexecutive director received share options prior to the group joining aim however 
to maintain independence the independent nonexecutive directors do not participate in any incentive or 
share option arrangements 
the emoluments of the individual directors for the year were as follows 
 year ended 31 march 2008 year ended 
31 march 
2007
salary and 
directors’ fees
£
benefits
in kind
£
pension
£
total
£
total
£
executive directors 
s n moon 166930 679 7500 175109 129709
i ford appointed 19 july 2007 65219 582 3261 69062 —
s w slade resigned 4 july 2007 58124 214 1218 59556 98414
s j franklin resigned 24 july 2006 —— — — 43057
nonexecutive directors 
c d buck 25000 — — 25000 25000
n c bain 15000 — — 15000 15000
j b diggines appointed 24 april 2007 14044 — — 14044 —
344317 1475 11979 357771 311180
the above fees and emoluments exclude reimbursed expenditure incurred in the conduct of group business 
directors’ interests in shares
ordinary shares of 1 pence each 
beneficial interests
31 march 2008 1 april 2007
c d buck 3869332 536000
n c bain 2097000 447000
s n moon 6000000 6000000
11966332 6983000
other than as shown in the table no director had any interest in the shares of the company or its subsidiary 
companies at 31 march 2008 
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black black directors’ report – remuneration report continued 
provexis plc annual report and accounts 2008        18 
directors’ interests in share options 
the board uses share options to align directors and employees interests with those of shareholders in order 
to provide incentives and reward them based on improvements in company performance 
the share options held by the directors at 31 march 2008 are summarised below neville bain 
nonexecutive director received options prior to the group joining aim 
number of options over shares 
at 31 march 2008 at 1 april 2007
s n moon 17455251 2411773
i ford 2751479 —
n c bain 330300 330300
20537030 2742073
the unapproved share options at 31 march 2008 of the directors who served during the year are set 
out below 
grant date number
awarded
exercise
priceshare
earliest
exercise date
expiry date
s n moon june 2004 700954 1000p june 2007 june 2014
 july 2005 1294153 3500p june 2008 july 2015
 june 2007 15043478 2875p june 2010 june 2017
n c bain june 2004 330300 1000p june 2007 june 2014
17368885
the emi share options at 31 march 2008 of the directors who served during the year are set out below 
grant date number
awarded
exercise
priceshare
earliest
exercise date
expiry date
s n moon june 2004 416666 1000p june 2007 june 2014
i ford november 2007 2751479 3380p november 2010 november 2017
3168145
all options were granted with an exercise price at or above market value on the date of grant 
on 1 september 2008 the company announced that further to an announcement on 1 august 2008 the 
companys remuneration committee had approved the grant of options over 44166575 ordinary shares of 
01p each to certain directors and employees of the company as a condition of the grant of options certain 
directors surrendered 19089110 existing options and an additional 3709384 existing options were 
surrendered by other existing employees 
dawson buck 
chairman of the remuneration committee 
2 september 2008 
provexis revisedpdf   18 provexis revisedpdf   18 05092008   100812 05092008   100812
black black independent auditors’ report
provexis plc annual report and accounts 2008        19 
to the shareholders of provexis plc 
we have audited the group and parent company financial statements the financial statements of 
provexis plc for the year ended 31 march 2008 which comprise consolidated income statement 
consolidated balance sheet consolidated cash flow statement consolidated statement of changes in 
equity the parent company balance sheet and the related notes to the financial statements these 
financial statements have been prepared under the accounting policies set out therein 
respective responsibilities of directors and auditors 
the directors responsibilities for preparing the annual report and group financial statements in accordance 
with applicable law and international financial reporting standards “ifrs” as adopted by the european 
union and for preparing the parent company financial statements in accordance with applicable law and 
united kingdom accounting standards united kingdom generally accepted accounting practice are set out 
in the directors report directors responsibility statement 
our responsibility is to audit the financial statements in accordance with relevant legal and regulatory 
requirements and international standards on auditing uk and ireland 
we report to you our opinion as to whether the financial statements give a true and fair view and have been 
properly prepared in accordance with the companies act 1985 and whether the information given in the 
directors’ report is consistent with those financial statements we also report to you if in our opinion the 
company has not kept proper accounting records if we have not received all the information and 
explanations we require for our audit or if information specified by law regarding directors remuneration and 
other transactions is not disclosed 
we read other information contained in the annual report and consider whether it is consistent with the 
audited financial statements this other information comprises only the corporate statement key highlights 
chairman’s statement chief executive’s statement and the directors’ report we consider the implications 
for our report if we become aware of any apparent misstatements or material inconsistencies with the 
financial statements our responsibilities do not extend to any other information 
our report has been prepared pursuant to the requirements of the companies act 1985 and for no other 
purpose no person is entitled to rely on this report unless such a person is a person entitled to rely upon this 
report by virtue of and for the purpose of the companies act 1985 or has been expressly authorised to do so 
by our prior written consent save as above we do not accept responsibility for this report to any other 
person or for any other purpose and we hereby expressly disclaim any and all such liability 
basis of audit opinion 
we conducted our audit in accordance with international standards on auditing uk and ireland issued by 
the auditing practices board an audit includes examination on a test basis of evidence relevant to the 
amounts and disclosures in the financial statements it also includes an assessment of the significant 
estimates and judgements made by the directors in the preparation of the financial statements and of 
whether the accounting policies are appropriate to the groups and company’s circumstances consistently 
applied and adequately disclosed 
we planned and performed our audit so as to obtain all the information and explanations which we 
considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the 
financial statements are free from material misstatement whether caused by fraud or other irregularity or 
error in forming our opinion we also evaluated the overall adequacy of the presentation of information in the 
financial statements 
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black black independent auditors’ report continued 
provexis plc annual report and accounts 2008        20 
opinion
in our opinion 
• the group financial statements give a true and fair view in accordance with ifrss as adopted by the 
european union of the state of the groups affairs as at 31 march 2008 and of its loss for the year 
then ended 
• the parent company financial statements give a true and fair view in accordance with united kingdom 
generally accepted accounting practice of the state of the parent companys affairs as at 
31 march 2008 
• the financial statements have been properly prepared in accordance with the companies act 1985 and 
• the information given in the directors’ report is consistent with the financial statements 
bdo stoy hayward llp 
chartered accountants 
and registered auditors 
reading
2 september 2008 
provexis revisedpdf   20 provexis revisedpdf   20 05092008   100812 05092008   100812
black black consolidated income statement 
provexis plc annual report and accounts 2008        21 
year
ended
31 march
2008
year
ended
31 march 
2007
 note £ £
revenue 13 161702 66653
grant income 4 133649 44987
research and development costs 517243 340221
administrative costs 986073 1260531
loss from operations 5 1207965 1489112
finance income 8 57587 28435
finance costs 8 1280 90000
loss before tax 1151658 1550677
taxation 9 134371 —
loss for the year from continuing operations 1017287 1550677
discontinued operation
loss for the year from discontinued operation 10 145397 898979
loss for the year 1162684 2449656
attributable to
equity holders of the parent 22 1189117 2437855
minority interest 26433 11801
1162684 2449656
loss per share from continuing and discontinued 
operations to equity holders of the parent 
basic and diluted – pence 11 030 097
loss per share from continuing operations to equity 
holders of the parent 
basic and diluted – pence 11 026 061
provexis revisedpdf   21 provexis revisedpdf   21 05092008   100812 05092008   100812
black black consolidated balance sheet 
provexis plc annual report and accounts 2008        22 
as at 
31 march
2008
as at 
31 march
2007
 notes £ £
noncurrent assets 
goodwill 12 6902013 6902013
other intangible assets 12 20597 —
plant and equipment 14 74094 12607
total noncurrent assets 6996704 6914620
current assets 
inventories 15 — 38466
trade and other receivables 16 416874 378626
cash and cash equivalents 17 532581 115824
total current assets 949455 532916
liabilities
current liabilities 
trade and other payables 18 361496 738975
borrowings 19 — 100000
total liabilities 361496 838975
total net assets 7584663 6680561
capital and reserves attributable to equity holders of the 
parent company 
share capital 20 4017244 2510386
share premium reserve 22 5992212 5391867
merger reserve 22 6273909 6273909
retained earnings 22 8698702 7541168
equity attributable to equity holders of the parent 7584663 6634994
minority interests — 26433
total equity  7584663 6608561
these consolidated financial statements were approved and authorised for issue by the board on 
2 september 2008 the notes on pages 25 to 46 form part of these consolidated financial statements 
stephen moon    ian ford 
director     director 
on behalf of the board of provexis plc 
2 september 2008 
provexis revisedpdf   22 provexis revisedpdf   22 05092008   100812 05092008   100812
black black consolidated cash flow statement 
provexis plc annual report and accounts 2008        23 
year ended
31 march 
2008
year ended
31 march
2007
£ £
cash flows from operating activities 
loss after tax and discontinued operations 1162684 2449656
adjustments for 
depreciation 15229 4035
net finance income 56307 61565
taxation 134371 —
sharebased payment charge 31583 118619
operating loss before changes in working capital 1306550 2265437
decrease  increase in inventories 38466 20503
decrease in trade and other receivables 159759 175476
decrease in trade and other payables 377479 68265
net cash outflow from operating activities 1485804 2178729
cash flows from investing activities 
purchase of plant and equipment 76716 125
purchase of intangible assets 20597 —
interest received 57587 28435
cash used in  generated by investing activities 39726 28310
cash flows from financing activities 
proceeds from issue of share capital – share placing 2149750 —
expenses paid on share issue 188283 —
proceeds from exercise of share options 82100 —
repayment of  increase in borrowings 100000 100000
interest paid 1280 —
cash generated by financing activities 1942287 100000
net increase  decrease in cash and cash equivalents 416757 2050419
cash and cash equivalents at beginning of year 115824 2166243
cash and cash equivalents at end of year 532581 115824
provexis revisedpdf   23 provexis revisedpdf   23 05092008   100812 05092008   100812
black black consolidated statement of changes in equity 
provexis plc annual report and accounts 2008        24 
    total equity 
     attributable 
     to equity 
 share share merger retained holders of minority total
 capital premiumreserveearningsthe parent interestsequity
 £ ££££££
               
at 1 april 2006 2500010 5312243 62739095221932 8864230 14632 8849598 
        
share based charges ——— 118619 118619 — 118619
        
issue of shares – seda 
implementation fee 10376 79624 —— 90000 — 90000
        
loss for the year ——— 2437855 2437855 11801 2449656 
        
at 31 march 2007 2510386 5391867 62739097541168 6634994 26433 6608561 
        
share based charges ——— 31583 31583 — 31583
        
issue of shares – placing 
12 april 2007 1433166 528301 —— 1961467 — 1961467
        
issue of shares – exercise 
of share options 73692 72044 —— 145736 — 145736
        
loss for the year ——— 1189117 1189117 26433 1162684
       
at 31 march 2008 4017244 5992212 6273909 8698702 7584663 — 7584663
        
the loss for the year represents the total recognised income and expense for the year 
provexis revisedpdf   24 provexis revisedpdf   24 05092008   100812 05092008   100812
black black notes to the consolidated financial statements
provexis plc annual report and accounts 2008        25 
1 accounting policies 
general information 
provexis plc is a public limited company incorporated and domiciled in great britain under the 
companies act 1985 registration number 5102907 the address of the registered office is thames court 
1 victoria street windsor berkshire sl4 1yb uk 
as described in the directors’ report the main activities of the group are those of discovering developing 
and licensing scientificallyproven technologies for the global functional food medical food and dietary 
supplement sectors 
basis of preparation 
the group financial statements have been prepared in accordance with international financial reporting 
standards “ifrs” as adopted by the eu for the first time having previously been prepared in accordance 
with uk generally accepted accounting principles “uk gaap” the disclosures required by ifrs 1 
‘firsttime adoption of international financial reporting standards’ concerning the transition from uk gaap 
to ifrs are given in note 27 
the preparation of the consolidated financial statements in accordance with ifrs resulted in changes to the 
accounting policies compared with the most recent group financial statements prepared under uk gaap 
the accounting policies set out below have been applied to all periods presented in these group financial 
statements and are in accordance with ifrs as adopted by the european union and international financial 
reporting interpretations committee “ifric” interpretations that were applicable for the year ended 
31 march 2008
the group has elected to make use of the exemptions available in ifrs 1 as follows 
• ifrs 2 ‘sharebased payment’ has been applied to all grants of employee options after 
7 november 2002 that had not vested by 1 april 2006 
• ifrs 3 ‘business combinations’ has not been applied retrospectively to business combinations that 
occurred before 1 april 2006 
• ias 32 ‘financial instruments presentation’ and ias 39 ‘financial instruments recognition and 
measurement’ is being applied from 1 april 2007 
the following new standards amendments to standards and interpretations have been issued but are not 
effective for the financial year ended 31 march 2008 and have not been adopted early as the directors do 
not expect these interpretations to have a material effect on the group 
• ifrs 8 ‘operating segments’ effective for accounting periods beginning on or after 1 january 2009 
• ifric 13 ‘customer loyalty programmes’ effective for accounting periods beginning on or after 
1 july 2008 
• ifric 14 ‘the limit on a defined benefit asset minimum funding requirements and their interaction’ 
effective for accounting periods beginning on or after 1 january 2008 
• ias 23 ‘borrowing costs’ effective for accounting periods beginning on or after 1 january 2009
• ifric 12 ‘service concession arrangements’ effective for accounting periods beginning on or after 
1 january 2008 
• revised ifrs 3 ‘business combinations’ and complementary amendments to ias 27 ‘consolidated and 
separate financial statements’ effective for accounting periods beginning on or after 1 january 2010 
and 1 july 2009 respectively 
• amendment to ifrs 2 ‘sharebased payments vesting conditions and cancellations’ effective for 
accounting periods beginning on or after 1 january 2009 
provexis revisedpdf   25 provexis revisedpdf   25 05092008   100812 05092008   100812
black black notes to the consolidated financial statements continued 
provexis plc annual report and accounts 2008        26 
1 accounting policies continued 
basis of preparation continued 
• amendment to ias 1 ‘presentation of financial statements’ effective for accounting periods beginning 
on or after 1 january 2009 
• amendment to ias 32 ‘financial instruments presentation’ and ias 1 ‘presentation of financial 
statements – puttable financial instruments and obligations arising on liquidation’ effective for 
accounting periods beginning on or after 1 january 2009 and 
• ‘improvements to ifrs’ effective over a range of dates the earliest being for accounting periods 
beginning on or after 1 january 2009 
the group has made estimates under ifrs as at 1 april 2006 the date of transition which are consistent 
with those estimates made at the same date under uk gaap and there is no objective evidence that those 
estimates were in error 
basis of consolidation 
subsidiaries are all entities including special purpose entities over which the group has the power to 
govern the financial and operating policies generally accompanying a shareholding of more than one half of 
the voting rights the existence and effect of potential voting rights that are currently exercisable or 
convertible are considered when assessing whether the group controls another entity subsidiaries are fully 
consolidated from the date on which control is transferred to the group they are deconsolidated from the 
date that control ceases 
the consolidated financial information presents the results of the company and its subsidiaries 
provexis nutrition limited provexis natural products limited and provexis ibd limited as if they formed a 
single entity the group all subsidiaries share the same reporting date 31 march as provexis plc intra 
group balances are eliminated in preparing the financial statements 
the purchase method of accounting is used to account for the acquisition of subsidiaries by the group the 
cost of an acquisition is measured as the fair value of the assets given equity instruments issued and 
liabilities incurred or assumed at the date of exchange plus costs directly attributable to the acquisition 
identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are 
measured initially at their fair values at the acquisition date irrespective of the extent of any minority interest 
the excess of the cost of acquisition over the fair value of the group’s share of the identifiable net assets 
acquired is recorded as goodwill 
revenue
revenue comprises the fair value received or receivable for exclusivity arrangements and collaboration 
agreements net of value added tax
the accounting policies for the principal revenue streams of the group are that exclusivity arrangements and 
related services are recognised as revenue in the accounting period in which the related services are 
rendered or activities performed by reference to completion of the specific transaction 
leased assets 
leases which contain terms whereby the group does not assume substantially all the risks and rewards 
incidental to ownership of the leased item are classified as operating leases operating lease rentals are 
charged to the income statement on a straight line basis over the lease term the group does not hold any 
assets under finance leases 
provexis revisedpdf   26 provexis revisedpdf   26 05092008   100812 05092008   100812
black black notes to the consolidated financial statements continued 
provexis plc annual report and accounts 2008        27 
1 accounting policies continued 
intangible assets 
goodwill
goodwill represents the excess of the cost of an acquisition over the fair value of the group’s share of the 
identifiable net assets acquired goodwill on acquisition of subsidiaries is included in ‘intangible assets’ 
separately recognised goodwill is tested annually for impairment and carried at cost less accumulated 
impairment losses 
an impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its 
recoverable amount the recoverable amount is the higher of an asset’s fair value less costs to sell and 
value in use for the purposes of assessing impairment assets are grouped at the lowest levels for which 
there are separately identifiable cash flows 
impairment losses on goodwill are not reversed gains and losses on the disposal of an entity include the 
carrying amount of goodwill relating to the entity sold 
research and development 
certain group products are in the research phase and others are in the development phase expenditure 
incurred on the development of internally generated products is capitalised if it can be demonstrated that 
● it is technically feasible to develop the product for it to be sold 
● adequate resources are available to complete the development 
● there is an intention to complete and sell the product 
● the group is able to sell the product 
● sale of the product will generate future economic benefits and 
● expenditure on the project can be measured reliably 
the value of the capitalised development cost is assessed for impairment annually the value is written 
down immediately if impairment has occurred development costs are not being amortised as income has 
not yet been realised from the underlying technology
development expenditure not satisfying the above criteria and expenditure on the research phase of 
internal projects is recognised in the income statement as incurred 
patents and trademarks 
the costs incurred in establishing patents and trademarks are either expensed or capitalised in accordance 
with the corresponding treatment of the development expenditure for the product to which they relate 
plant and equipment 
plant and machinery fixtures fittings and computer equipment and laboratory equipment are stated at 
historical cost less accumulated depreciation and any accumulated impairment losses historical cost 
includes expenditure that is directly attributable to the acquisition of the items depreciation is charged to the 
income statement on all plant and equipment at rates calculated to write off the cost or valuation less 
estimated residual value of each asset on a straight line basis over their estimated useful lives which is 
3 years for plant and machinery fixtures fittings and computer equipment and 5 years for 
laboratory equipment 
the assets’ residual values and useful lives are determined by the directors and reviewed and adjusted if 
appropriate at each balance sheet date in accordance with the group policy for impairment of assets 
provexis revisedpdf   27 provexis revisedpdf   27 05092008   100812 05092008   100812
black black notes to the consolidated financial statements continued 
provexis plc annual report and accounts 2008        28 
1 accounting policies continued 
impairment of assets 
assets that have a finite useful life but that are not yet in use and are therefore not subject to amortisation or 
depreciation are tested annually for impairment assets that are subject to amortisation are reviewed for 
impairment annually and when events or circumstances suggest that the carrying amount may not be 
recoverable an impairment loss is recognised for the amount by which the asset’s carrying amount exceeds 
its recoverable amount 
if the recoverable amount of an asset is estimated to be less than its carrying amount the carrying amount of 
the asset is reduced to its recoverable amount an impairment loss is recognised immediately in the income 
statement unless the relevant asset is carried at a revalued amount in which case the impairment loss is 
treated as a revaluation decrease 
where an impairment loss subsequently reverses the carrying amount of the asset is increased to the 
revised estimate of its recoverable amount but so that the increased carrying amount does not exceed the 
carrying amount that would have been determined had no impairment loss been recognised for the asset in 
prior periods a reversal of an impairment loss is recognised immediately in the income statement unless the 
relevant asset is carried at a revalued amount in which case the reversal of the impairment loss is treated as 
a revaluation increase 
inventories
inventories are materials and supplies to be consumed in the course of research and development and are 
stated at the lower of cost and net realisable value cost includes materials related contract manufacturing 
costs and other direct costs cost is calculated using the firstin firstout 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 slowmoving or defective items where appropriate
discontinued operation 
the results of operations discontinued during the year are included in the consolidated income statement up 
to the date of disposal a discontinued operation is a component of the groups business that represents a 
separate major line of business or geographical area of operations or its subsidiary acquired exclusively with 
a view to resale that has been disposed of has been abandoned or that meets the criteria to be classified as 
held for sale 
discontinued operations are presented on the income statement including the comparative period as a 
single line which comprises the post tax profit or loss of the discontinued operation and the gain or loss 
recognised on the remeasurement to fair value less costs to sell or on disposal of the assetsdisposal 
groups constituting discontinued operations 
financial instruments 
financial assets 
the group’s financial assets are comprised of ‘trade and other receivables’ and ‘cash and cash equivalents’ 
they are recognised initially at their fair value and subsequently at amortised cost the group will assess at 
each balance sheet date whether there is objective evidence that the financial asset is impaired if an asset 
is judged to be impaired the carrying amount of the asset will be adjusted to its impaired valuation 
financial liabilities 
the group’s financial liabilities comprise ‘trade and other payables’ and ‘borrowings’ these are recognised 
initially at fair value and subsequently at amortised cost 
cash and cash equivalents 
cash and cash equivalents comprise cash at bank and in hand 
government grants 
government grants are recognised when there is reasonable assurance that the grant will be received and 
the group will comply with all attached conditions government grants are recognised in the income 
statement in the same period to which the costs that they are intended to compensate are expensed 
provexis revisedpdf   28 provexis revisedpdf   28 05092008   100812 05092008   100812
black black notes to the consolidated financial statements continued 
provexis plc annual report and accounts 2008        29 
1 accounting policies continued 
taxation
current tax is provided at amounts expected to be recovered or to be paid using the tax rates and tax laws 
that have been enacted or substantively enacted at the balance sheet date when research and 
development tax credits are claimed they are recognised on an accruals basis and are included as a 
taxation credit 
deferred tax assets and liabilities are recognised where the carrying amount of an asset or liability on the 
balance sheet differs from its tax base except for differences arising on 
• the initial recognition of an asset or liability in a transaction which is not a business combination and at 
the time of the transaction affects neither accounting or taxable profit and 
• investments in subsidiaries where the group is able to control the timing of the reversal of the difference 
and it is probable that the difference will not reverse in the foreseeable future 
recognition of deferred tax assets is restricted to those instances where it is probable that taxable profits will 
be available against which the difference can be utilised 
the amount of the asset or liability is determined using tax rates that have been enacted or substantively 
enacted by the balance sheet date and are expected to apply when the deferred tax liabilitiesassets are 
settledrecovered deferred tax balances are not discounted 
deferred tax assets and liabilities are offset when the group has a legally enforceable right to offset current 
tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax 
authority on either 
• the same taxable group company or 
• different group entities which intend to settle current tax assets and liabilities on a net basis or to realise 
the assets and settle the liabilities simultaneously on each future period in which significant amounts of 
deferred tax assets or liabilities are expected to be settled or recovered 
foreign currency translation 
foreign currency transactions are translated into the functional currency using the exchange rates prevailing 
at the dates of the transactions foreign exchange gains and losses resulting from the settlement of such 
transactions and from the translation at period end exchange rates of monetary assets and liabilities 
denominated in foreign currencies are recognised in the income statement 
employee benefits 
i defined contribution plans 
the group provides retirement benefits to all employees and executive directors the assets of these 
schemes are held separately from those of the group in independently administered funds contributions 
made by the group are charged to the income statement in the period in which they become payable 
ii accrued holiday pay 
provision has been made at the balance sheet date for holidays accrued but not taken at the salary of the 
relevant employee at that date 
iii sharebased payment transactions 
the group operates an equitysettled sharebased compensation plan where share options are awarded to 
employees and others providing similar services the fair value of the options at the date of grant is charged 
to the income statement over the vesting period nonmarket vesting conditions are taken into account by 
adjusting the number of equity instruments expected to vest at each balance sheet date so that ultimately 
the cumulative amount recognised over the vesting period is based on the number of options that eventually 
vest market vesting conditions are factored into the fair value of the options when granted as long as all 
other vesting conditions are satisfied a charge is made irrespective of whether the market vesting conditions 
are satisfied the cumulative charge is not adjusted for failure to achieve a market vesting condition if the 
terms and conditions of options are modified before they vest the change in the fair value of the options 
measured immediately before and after the modification is also charged to the income statement over the 
remaining vesting period where equity instruments are granted to persons other than employees and others
provexis revisedpdf   29 provexis revisedpdf   29 05092008   100812 05092008   100812
black black notes to the consolidated financial statements continued 
provexis plc annual report and accounts 2008        30 
1 accounting policies continued
employee benefits continued 
iii sharebased payment transactions continued 
providing similar services the income statement is charged with the fair value of goods and 
services received 
the proceeds received when options are exercised net of any directly attributable transaction costs are 
credited to share capital nominal value and the remaining balance to share premium 
national insurance on share options 
all employee option holders sign statements that they will be liable for any employers national insurance 
arising on the exercise of share options 
interest income 
interest income is recognised on a timeproportion basis using the effective interest rate method 
critical accounting estimates and judgements 
the preparation of financial statements in conformity with ifrs requires the use of certain critical accounting 
estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the 
financial statements and the reported amounts of revenues and expenses during the reporting period 
estimates and judgements are continually made and are based on historic experience and other factors 
including expectations of future events that are believed to be reasonable in the circumstances 
as the use of estimates is inherent in financial reporting actual results could differ from these estimates 
the directors believe the following to be the key areas of estimation and judgement 
i research and development 
under ias 38 intangible assets development expenditure which meets the recognition criteria of the 
standard must be capitalised and amortised over the useful economic lives of intangible assets from product 
launch the directors consider that the criteria to capitalise development expenditure were met in 2007 for 
one of the group’s products 
ii sharebased payments 
the group operates an equitysettled sharebased compensation plan employee and similar services 
received and the corresponding increase in equity are measured by reference to the fair value of the equity 
instruments at the date of grant which is based upon certain assumptions over the future performance of the 
share price 
iii discontinued operation 
the discontinued operation referred to in the accounts is the sirco
®
 juice drink which ceased production in 
july 2007 there were no stock or other write offs associated with the cessation of sirco
®
 all costs and 
income relating to the sirco
®
 business have been recognised as discontinued in the financial statements 
iv goodwill and impairment 
the recoverable amount of goodwill is determined based on valueinuse calculations and the group’s 
activities are treated as a single cashgenerating unit the valueinuse calculations have used posttax cash 
flow projections based on the group consolidated budget for the year ending march 2009 and agreed 
business plans for the two years ending march 2011 subsequent cash flows are extrapolated using an 
estimated growth rate of 2 
the key assumptions for the valueinuse calculations are those regarding discount rates revenue 
commencement dates growth rates and expected changes in margins management estimate discount rates 
using pretax rates that reflect the current market assessment of the time value of money and the risks 
specific to the cashgenerating units changes in selling prices and direct costs are based on past 
experience and expectations of future changes in the market 
posttax cash flow projections have been discounted to calculate value in use using a posttax discount rate 
of 15 2007 15 the valueinuse calculations did not indicate any impairment in goodwill 
provexis revisedpdf   30 provexis revisedpdf   30 05092008   100813 05092008   100813
black black notes to the consolidated financial statements continued 
provexis plc annual report and accounts 2008        31 
2 financial risk management 
21 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 £50000 total value are to be settled in foreign currencies consideration is given to converting the 
appropriate amounts to or from uk pounds at the outset of the contract to minimise the risk of adverse 
currency fluctuations 
at 31 march 2008 the group had trade payables denominated in euros of £20338 translated at the year 
end rate of £1  12566 euros if the euro exchange rate at 31 march 2008 had weakenedstrengthened 
against the uk pound by 5 the posttax loss for the year would have been £968 lower£1070 higher 
cash flow and fair value interest rate risk 
the group’s interest rate risk arises from medium term and short term money market deposits deposits 
which earn variable rates of interest expose the group to cash flow interest rate risk deposits at fixed rates 
expose the group to fair value interest rate risk 
the group analyses its interest rate exposure on a dynamic basis throughout the year
b credit risk 
credit risk arises from cash and cash equivalents and deposits with banks and financial institutions as well 
as credit exposure in relation to outstanding receivables group policy is to place deposits with institutions 
with investment grade a2 or better moody’s credit rating and deposits are made in sterling only the group 
does not expect any losses from nonperformance by these institutions management believes that the 
carrying value of outstanding receivables and deposits with banks represents the group’s maximum 
exposure to credit risk 
c liquidity risk 
liquidity risk arises from the group’s management of working capital it is the risk that the group will 
encounter difficulty in meeting its financial obligations as they fall due prudent liquidity risk management 
implies maintaining sufficient cash and cash equivalents and management monitors rolling forecasts of the 
group’s liquidity on the basis of expected cash flow 
the group had trade and other payables at the balance sheet date of £361496 2007 £738975 as 
disclosed in note 18 on page 39 
22 capital risk management 
the group remains funded primarily by equity capital which reflects the development status of its products 
the group’s objectives when managing capital are to safeguard the group’s ability to continue as a going 
concern in order to provide returns for equity holders of the company and benefits for other stakeholders and 
to maintain an optimal capital structure to reduce the cost of capital 
23 fair value estimation 
the group uses amortised cost using the effective interest rate method to determine subsequent fair value 
after initial recognition for its financial instruments 
provexis revisedpdf   31 provexis revisedpdf   31 05092008   100813 05092008   100813
black black notes to the consolidated financial statements continued 
provexis plc annual report and accounts 2008        32 
3 segmental reporting 
revenue net assets and results are wholly attributable to the principal activity of the group and arise solely 
within the united kingdom therefore no segmental analysis has been reported 
4 grant income 
year ended
31 march
2008
year ended 
31 march 
2007
£ £
nwda rd grant income recognised in income statement 133649 44987
133649 44987
5 operating loss 
year ended
31 march
2008
year ended
31 march
2007
£ £
operating loss is stated after charging 
depreciation of plant and equipment 15229 4035
operating lease costs – land and buildings 60174 25113
the total fees of the group’s auditor bdo stoy hayward llp for services provided are analysed below 
year ended
31 march 
2008
year ended
31 march
2007
£ £
audit services 
parent company 19245 18000
subsidiaries 34214 32000
tax services – compliance 
parent company 8990 3100
subsidiaries 20010 6900
other services 
parent company – share option scheme advice 10000 —
subsidiary – nwda grant 3000 —
total fees 95459 60000
provexis revisedpdf   32 provexis revisedpdf   32 05092008   100813 05092008   100813
black black notes to the consolidated financial statements continued 
provexis plc annual report and accounts 2008        33 
6 wages and salaries 
the average monthly number of persons including all directors employed by the group during the year was 
as follows 
 year ended
 31 march 
2008
year ended
31 march
2007
administrative staff 3 2
research and development staff 5 4
directors 5 4
13 10
their aggregate emoluments were 
 year ended
 31 march 
2008
year ended
31 march
2007
£ £
wages and salaries 701364 717328
social security costs 64955 84188
other pension and insurance benefits costs 31239 37396
total cash settled emoluments 797558 838912
accrued holiday pay 11243 —
sharebased payment remuneration charge equity settled 31583 118619
total emoluments 840384 957531
7 directors’ emoluments 
 year ended
 31 march
2008
year ended
31 march
2007
£ £
directors
aggregate emoluments 345792 289286
company pension contributions 11979 12834
emoluments disclosed above include the following amounts in respect of the highest paid director 
 year ended
 31 march
2008
year ended
31 march
2007
£ £
aggregate emoluments 167609 122950
company pension contributions 7500 6759
further details of directors’ emoluments are included in the remuneration report on pages 16 to 18 
provexis revisedpdf   33 provexis revisedpdf   33 05092008   100813 05092008   100813
black black notes to the consolidated financial statements continued 
provexis plc annual report and accounts 2008        34 
8 finance income and costs 
 year ended
 31 march
2008
year ended
31 march
2007
£ £
bank interest receivable 57587 28435
finance costs payable 1280 90000
56307 61565
9 taxation 
continuing operations 
year ended
31 march
2008
year ended
31 march
2007
£ £
current tax income 
united kingdom corporation tax research and development credit 53651 —
adjustment in respect of prior period 
united kingdom corporation tax research and development credit 80720 —
taxation credit 134371 —
the tax assessed for the year is different from the standard rate of corporation tax in the uk the differences 
are explained below 
year ended
31 march
2008
year ended
31 march
2007
£ £
loss on ordinary activities before tax 1151658 1550677
loss on ordinary activities before tax multiplied by the 
standard rate of corporation tax in the uk of 30 2007 30 345497 465203
effects of 
expenses not deductible for tax purposes 14011 2600
difference between depreciation and capital allowances 4546 —
other shortterm timing differences 40340 152120
unutilised tax losses and other deductions arising in the year 331359 310483
tax deduction for share options exercised 26925 —
additional deduction for rd expenditure 30290 —
surrender of tax losses for rd tax credit refund 39485 —
adjustments in respect of prior years 80720 —
total tax credit for the year 134371 —
at 31 march 2008 the group uk tax losses to be carried forward are estimated to be £9681617 
2007 £8877954 
provexis revisedpdf   34 provexis revisedpdf   34 05092008   100813 05092008   100813
black black notes to the consolidated financial statements continued 
provexis plc annual report and accounts 2008        35 
9 taxation continued 
deferred tax 
deferred tax assets amounting to £2791237 2007 £2793234 have not been recognised on the basis that 
their future economic benefit is not certain assuming a prevailing tax rate of 28 when the timing 
differences reverse the unrecognised deferred tax asset comprises 
 year ended
 31 march
2008
year ended
31 march
2007
£ £
depreciation in excess of capital allowances 9264 5569
other short term timing differences 59995 47209
unutilised tax losses 2710853 2663386
share based payments 11125 77070
2791237 2793234
10 discontinued operation 
on 2 july 2007 the group announced that it had undertaken a strategic review of its sirco
®
 juice brand and 
that in order to facilitate the negotiation of exclusive rights for potential license partners had decided to cease 
its production
the table below shows the results of the sirco
®
 juice drink that are included in the results of the group for 
the year and the prior year and included within the discontinued operation 
year ended
31 march
2008
year ended
31 march
2007
£ £
income statement
revenue 113903 738231
cost of sales 121179 403837
administrative expenses 138121 1233373
loss for the year from discontinued operation 145397 898979
cash flow statement
net cash flows from operating activities 145397 898979
145397 898979
provexis revisedpdf   35 provexis revisedpdf   35 05092008   100813 05092008   100813
black black notes to the consolidated financial statements continued 
provexis plc annual report and accounts 2008        36 
11 loss per share 
basic and diluted loss per share amounts are calculated by dividing the loss attributable to equity holders of 
the parent by the weighted average number of ordinary shares in issue during the period there are 
34473376 share options in issue that are all currently antidilutive and have therefore been excluded from 
the calculation of the diluted loss per share 
year ended year ended 
31 march 31 march
2008 2007
loss – £ 
continuing operations 1043720 1538876
discontinued operation 145397 898979
1189117 2437855
weighted average number of shares 395384662 250765567
basic and diluted loss per share – pence 
continuing operations 026 061
discontinued operation 004 036
total 030 097
note 26 regarding the post balance sheet event details a new placing of shares in august 2008 which would 
have had an impact on the loss per share calculations above had it taken place pre year end 
12 intangible assets 
goodwill development
costs
total
££ £
cost
at 1 april 2007 7265277 — 7265277
additions  — 20597 20597
at 31 march 2008 7265277 20597 7285874
amortisation
at 1 april 2007 and 31 march 2008 363264 — 363264
net book value 
at 31 march 2008 6902013 20597 6922210
at 31 march 2007 6902013 — 6902013
cost
at 1 april 2006 and 31 march 2007 7265277 — 7265277
amortisation
at 1 april 2006 and 31 march 2007 363264 — 363264
net book value 
at 31 march 2007 6902013 — 6902013
at 31 march 2006 6902013 — 6902013
development costs represent costs incurred in registering patents that meet the capitalisation criteria set out 
in ias 38 see also note 1 
provexis revisedpdf   36 provexis revisedpdf   36 05092008   100813 05092008   100813
black black notes to the consolidated financial statements continued 
provexis plc annual report and accounts 2008        37 
13 goodwill and impairment 
goodwill arising on consolidation represents the excess of the cost of an acquisition over the fair value of the 
group’s share of the net assets of the acquired subsidiary at the date of acquisition 
goodwill arose on 23 june 2005 when the company acquired the entire issued share capital of 
provexis natural products limited formerly provexis limited a private company engaged in research and 
development provexis natural products limited has been consolidated using the purchase method and its 
results have been incorporated in the group results from the date of acquisition 
goodwill arising on business combinations is not amortised but is reviewed for impairment on an annual 
basis or more frequently if there are indications that goodwill may be impaired 
the recoverable amount of goodwill is determined based on valueinuse calculations and the group’s 
activities are treated as a single cashgenerating unit the valueinuse calculations have used posttax cash 
flow projections based on the group consolidated budget for the year ending march 2009 and business 
plans agreed by the board for the two years ending march 2011 subsequent cash flows are extrapolated 
using an estimated growth rate of 2 
the key assumptions for the value in use calculations are those regarding discount rates revenue 
commencement dates growth rates and expected changes in margins management estimate discount rates 
using pretax rates that reflect the current market assessment of the time value of money and the risks 
specific to the cashgenerating unit changes in selling prices and direct costs are based on past experience 
and expectations of future changes in the market 
posttax cash flow projections have been discounted to calculate value in use using a posttax discount rate 
of 15 2007 15 the valueinuse calculations did not indicate any impairment in goodwill 
provexis revisedpdf   37 provexis revisedpdf   37 05092008   100813 05092008   100813
black black notes to the consolidated financial statements continued 
provexis plc annual report and accounts 2008        38 
14 plant and equipment 
plant and 
machinery
fixtures fittings 
and computer 
equipment
laboratory
equipment
total
£ £££
cost
at 1 april 2007 15315 38440 — 53755
additions —79916872576716
disposals 153158318—23633
at 31 march 2008 — 38113 68725 106838
depreciation
at 1 april 2007 15315 25833 — 41148
disposals 153158318—23633
charge for year — 10689 4540 15229
at 31 march 2008 — 28204 4540 32744
     
net book value 
at 31 march 2008 — 9909 64185 74094
at 31 march 2007 — 12607 — 12607
plant and 
machinery
fixtures fittings 
and computer 
equipment
laboratory
equipment
total
£ £££
cost
at 1 april 2006 15315 38315 — 53630
additions —  125 — 125
at 31 march 2007 15315 38440 — 53755
depreciation
at 1 april 2006 15315 21798 — 37113
charge for year — 4035 — 4035
at 31 march 2007 15315 25833 — 41148
     
net book value 
at 31 march 2007 — 12607 — 12607
at 31 march 2006 — 16517 — 16517
provexis revisedpdf   38 provexis revisedpdf   38 05092008   100813 05092008   100813
black black notes to the consolidated financial statements continued 
provexis plc annual report and accounts 2008        39 
15 inventories
31 march
2008
31 march
2007
£ £
raw materials and consumables — 38466
— 38466
the amount of inventory recognised within the consolidated income statement for the year was £121179 
2007 £370732 
16 trade and other receivables 
31 march
2008
31 march
2007
£ £
amounts receivable within one year 
trade debtors 6243 110298
corporation tax recoverable 136774 —
other debtors 107641 80066
prepayments and accrued income 166216 188262
416874 378626
the directors consider that the carrying amount of these receivables approximates to their fair value
17 cash and cash equivalents 
31 march 
2008
31 march
2007
£ £
 cash at bank and in hand 532581 115824
532581 115824
18 trade and other payables 
31 march
2008
31 march
2007
£ £
trade creditors 156248 395664
other taxes and social security 36287 65374
accruals 160362 277937
other creditors 8599 —
361496 738975
the directors consider that the carrying amount of these liabilities approximates to their fair value 
provexis revisedpdf   39 provexis revisedpdf   39 05092008   100813 05092008   100813
black black notes to the consolidated financial statements continued 
provexis plc annual report and accounts 2008        40 
19 borrowings and loans 
31 march 
2008
31 march
2007
£ £
short term bridging loan — 100000
— 100000
the short term bridging loan was provided by angle technology limited angle and rising stars growth 
fund rsgf in march 2007 and was repaid out of placing proceeds on 12 april 2007 for the new ordinary 
shares which angle and rsgf had subscribed for 
20 share capital 
authorised 31 march
2008
31 march
2007
31 march
2008
 31 march
2007
number number £ £
ordinary shares of 1p each 550000000 400000000 5500000 4000000
allotted called up and fully paid 31 march
2008
31 march
2007
31 march
2008
 31 march
2007
number number £ £
ordinary shares of 1p each 401724366 251038472 4017244 2510386
during the year ended 31 march 2008 the company issued ordinary shares of 1p each as follows 
date reason for issue shares issued 
£ number
120407 placing 1433166 143316664
020507 exercise of share options 33659 3365871
150507 exercise of share options 11216 1121609
160807 exercise of share options 18182 1818182
270907 exercise of share options 10635 1063568
  1506858150685894
during the year ended 31 march 2007 the company issued ordinary shares of 1p as follows 
date reason for issue shares issued 
£ number
060606 issue of shares for implementation fee 10376 1037608
provexis revisedpdf   40 provexis revisedpdf   40 05092008   100813 05092008   100813
black black notes to the consolidated financial statements continued 
provexis plc annual report and accounts 2008        41 
21 share options 
in june 2005 the company adopted a new share option scheme for employees ”the provexis 2005 share 
option scheme” under the scheme options to purchase ordinary shares are granted by the board of 
directors subject to the exercise price of the option being not less than the market value at the grant date 
the options vest after a period of 3 years and the vesting schedule is subject to predetermined overall 
company selection criteria in the event that the option holder’s employment is terminated the option may 
not be exercised unless the board of directors so permits the options expire 10 years from the date 
of grant 
the company undertook a reverse takeover of provexis natural products limited “pnp” formerly provexis 
limited in june 2005 through a share for share exchange prior to the takeover the company and pnp had 
granted emi options and unapproved options options granted by the company prior to the takeover remain 
subject to the same terms as contained in the individual share option contracts under which they were 
originally granted the pnp emi options and unapproved options were rolled over into options over the 
company’s ordinary shares and these replacement options remain subject to the same terms as contained 
in the individual pnp share option contracts under which they were originally granted 
at 31 march 2008 the number of ordinary shares subject to options granted over the 2005 and prior option 
schemes were 
emi options 
31 march 2008 31 march 2007 
weighted
average
exercise price
pence
number weighted
average
exercise price 
pence
number
outstanding at the beginning of the year 332 15181064 330 13514414
granted during the year 338 2751479 350 1666650
exercised during the year 177 6498207 ——
cancelled during the year 862 1160081 ——
outstanding at the end of the year 372 10274255 332 15181064
the exercise price of emi options outstanding at the end of the year ranged between 1p and 628p 
2007 1p and 862p and their weighted average contractual life was 8 years 2007 84 years 
of the total number of emi options outstanding at the end of the year 4774067 2007 9261547 had 
vested and were exercisable at the end of the year their weighted average exercise price was 4 pence 
2007 257 pence 
the weighted average share price at the date of exercise of emi options exercised during the year was 
3 pence
unapproved options 
31 march 2008 31 march 2007 
weighted
average
exercise price
pence
number weighted
average
exercise price 
pence
number
outstanding at the beginning of the year 317 11875701 356 14255466
granted during the year 287 17304347 ——
exercised during the year 350 871023 ——
cancelled during the year 466 4109904 550 2379765
outstanding at the end of the year 270 24199121 317 11875701
the exercise price of unapproved options outstanding at the end of the year ranged between 1p and 628p 
2007 1p and 862p and their weighted average contractual life was 862 years 2007 829 years 
provexis revisedpdf   41 provexis revisedpdf   41 05092008   100813 05092008   100813
black black notes to the consolidated financial statements continued 
provexis plc annual report and accounts 2008        42 
21 share options continued
unapproved options continued 
of the total number of unapproved options outstanding at the end of the year 5600621 2007 5600621 
had vested and were exercisable at the end of the year 
the weighted average share price at the date of exercise of unapproved options exercised during the year 
was 375 pence
grant of options 
the fair values of the options have been estimated at the date of grant using the binomial method 
the following table gives the assumptions used in valuing the grant of options made during the year 
emi options
31 march 2008
unapproved
options
31 march 2008
emi options
31 march 2007
    
number of shares granted 2751479 17304347 1666650
share price at grant date 300p 275p 6p
option exercise price 338p 2875p 3818p
expected life of options 10 years 10 years 10 years
expected volatility 65 78 80
dividend yield 0 0 0
risk free rate 377 444 4
grant date 29 november 2007 6 june 2007 30 june 2006
fair value per share under option 106p 142p 2773p
no unapproved options were issued during the year ended 31 march 2007 
at the remuneration committee meeting of 12 april 2007 it was noted that the exercise prices of existing 
share options were calculated prior to the impact of the placing in that month the committee deemed that it 
was appropriate and equitable to change the exercise price of existing share options to adjust for the dilutive 
effect of the placing 
market performance conditions of bottom tranche 45p middle tranche 6p and top tranche 8p were applied 
in connection with vesting arrangements specified in individual option contracts 
the expected life of the options is based on historical data and is not necessarily indicative of the exercise 
patterns that may occur the expected volatility reflects the assumption that the historical volatility 
is indicative of future trends which may not necessarily be the actual outcome 
the total charge for the year relating to employee share based payment plans was £31583 
2007 £118619 all of which related to equity settled share based payment transactions 
on 1 september 2008 the company announced that further to an announcement on 1 august 2008 the 
companys remuneration committee had approved the grant of options over 44166575 ordinary shares of 
01p each to certain directors and employees of the company as a condition of the grant of options certain 
directors surrendered 19089110 existing options and an additional 3709384 existing options were 
surrendered by other existing employees 
provexis revisedpdf   42 provexis revisedpdf   42 05092008   100813 05092008   100813
black black notes to the consolidated financial statements continued 
provexis plc annual report and accounts 2008        43 
22 reserves 
share premium 
reserve
merger
reserve
retained
earnings
total
££££
at 1 april 2006 5312243 6273909 5221932 6364220
loss for the year — — 2437855 2437855
sharebased charges — — 118619 118619
shares issued during the year 79624 — — 79624
at 31 march 2007 5391867 6273909 7541168 4124608
loss for the year — — 1189117 1189117
sharebased charges — — 31583 31583
issue of shares – placing 528301 — — 528301
issue of shares – exercise of
share options 72044 — — 72044
at 31 march 2008 5992212 6273909 8698702 3567419
the following describes the nature and purpose of each reserve within total equity 
share capital amount subscribed for share capital at nominal value 
share premium amount subscribed for share capital in excess of nominal value 
merger reserve the merger reserve arose on the reverse takeover in 2005 of provexis natural 
products limited formerly provexis limited by provexis plc through a share for 
share exchange 
retained earnings cumulative net gains and losses recognised in the consolidated income statement 
23 pension costs 
the pension charge represents contributions payable by the group to independently administered funds 
which during the year ended 31 march 2008 amounted to £20472 2007 £37552 pension contributions 
payable but not yet paid at 31 march 2008 totalled £11740 in respect of pension contribution entitlements 
where employees had not yet provided details of the funds to which the contributions should be made 
2007 £5515 in addition pension contributions payable in arrears at 31 march 2008 totalled £2876 
2007 £1658 all unpaid contributions are included in accrued social security costs at the balance 
sheet date 
24 operating lease commitments 
future minimum rentals payable under noncancellable operating leases are as follows 
31 march
2008
31 march
2007
£ £
due within 1 year 54760 45000
due within 1–2 years 101785 144345
due within 2–5 years — 12200
156545 201545
operating lease payments represent rentals payable by the group for various offices the leases have 
various terms escalation clauses and renewal rights typical of lease agreements for the class of asset 
provexis revisedpdf   43 provexis revisedpdf   43 05092008   100813 05092008   100813
black black notes to the consolidated financial statements continued 
provexis plc annual report and accounts 2008        44 
25 related party transactions 
there were no related party transactions in the year other than between group companies 
key management compensation 
the directors represent the key management personnel details of their compensation and share options are 
given in note 7 and within the remuneration report on pages 16 to 18 
26 post balance sheet events 
share placing and share reorganisation 
on 1 august 2008 the company announced that it had agreed terms for a new share placing to raise 
£2514m before expenses to provide working capital and funding for pipeline development the placing 
involved the issue of 386894230 new shares at 065p per share and a share reorganisation to facilitate the 
issue of the new shares at the subscription price 
the placing and the share reorganisation were approved at an egm on 26 august 2008 the 386894230 
new placing shares were admitted to aim on 28 august and the company received the proceeds of the 
placing net of some of the placing expenses on the same day 
the share reorganisation was carried out because the issue price of 065p was lower than the nominal 
value of 1p per share and under english law the company is not permitted to issue shares at a placing price 
below their nominal value 
it was therefore agreed to subdivide 
• each of the 401724366 issued existing ordinary shares of 1p each in the capital of the company into 
one new ordinary share of 01p and one deferred share of 09p and 
• each of the 148275634 unissued ordinary shares of 1p each into 10 new ordinary shares of 01p each 
thus enabling the company lawfully to implement the placing at the placing price the aggregate nominal 
value of the company’s authorised share capital was not affected by these changes 
the rights attached to the new ordinary shares are substantially the same as the rights attached to the 
original pre placing ordinary shares the deferred shares have very limited rights which are deferred to the 
new ordinary shares and effectively carry no value as a result accordingly the holders of the deferred 
shares will not be entitled to receive notice of attend or vote at general meetings of the company nor be 
entitled to receive any dividends or any payment on a return of capital until at least £10000000 has been 
paid on each new ordinary share no application will be made for the deferred shares to be admitted to 
trading on aim no certificates for the deferred shares will be issued 
full details of the placing were provided in a circular to shareholders on 1 august 2008 the circular is 
available to download from the company’s website wwwprovexiscom 
new technology for clostridium difficile 
on 21 august 2008 the company announced that the 75 provexisowned joint venture with the university 
of liverpool is to extend its activity into the development of a novel plantderived formulation for the 
treatment and prevention of infections caused by invasive bacteria such as cdifficile the proposed 
enduser product will be targeted at the medical food sector 
grant and surrender of share options
on 1 september 2008 the company announced that further to an announcement on 1 august 2008 the 
companys remuneration committee had approved the grant of options over 44166575 ordinary shares of 
01p each to certain directors and employees of the company as a condition of the grant of options certain 
directors surrendered 19089110 existing options and an additional 3709384 existing options were 
surrendered by other existing employees 
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black black notes to the consolidated financial statements continued 
provexis plc annual report and accounts 2008        45 
27 explanation of transition to ifrs 
this is the first year that the group has presented its full consolidated financial information under ifrs 
reconciliation of group equity at 1 april 2006
uk gaap effect of ifrs ifrs
££ £
noncurrent assets 
goodwill  6902013—6902013
plant and equipment  16517 — 16517
  6918530—6918530
current assets 
inventories  17963—17963
trade and other receivables  554102 — 554102
cash and cash equivalents  2166243 — 2166243
  2738308—2738308
current liabilities 
trade and other payables  807240 — 807240
  807240—807240
total net assets 8849598 — 8849598
share capital  2500010 — 2500010
share premium reserve  5312243 — 5312243
merger reserve  6273909 — 6273909
retained earnings   5221932 — 5221932
equity attributable to equity holders
of parent 8864230 — 8864230
minority interests  14632 — 14632
total equity 8849598 — 8849598
reconciliation of group equity at 1 april 2007
 note uk gaap effect of ifrs ifrs
££ £
noncurrent assets 
goodwill a64176134844006902013
plant and equipment 12607 — 12607
6430220 484400 6914620
current assets 
inventories 38466 — 38466
trade and other receivables 378626 — 378626
cash and cash equivalents 115824 — 115824
532916 — 532916
current liabilities 
trade and other payables 738975 — 738975
borrowings – short term bridging loan 100000 — 100000
838975 — 838975
total net assets 6124161 484400 6608561
share capital 2510386 — 2510386
share premium reserve 5391867 — 5391867
merger reserve 6273909 — 6273909
retained earnings 8025568 484400 7541168
equity attributable to equity holders
of parent 6150594 484400 6634994
minority interests 26433 — 26433
total equity 6124161 484400 6608561
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black black notes to the consolidated financial statements continued 
provexis plc annual report and accounts 2008        46 
reconciliation of loss from uk gaap to ifrs 
year ended 31 march 2007 
 note uk gaap effect of ifrs  ifrs
££ £
revenue 804884 738231 66653
cost of sales 403837 403837 —
gross profit 401047 334394 66653
distribution costs 63994 63994 —
administrative expenses 
research and development 295234 — 295234
other administrative costs a b 2795691 1653779 1141912
share option costs 118619 — 118619
3273538 1717773 1555765
operating loss 2872491 1383379 1489112
finance income 28435 — 28435
finance costs 90000 — 90000
loss before and after taxation from 
continuing operations 2934056 1383379 1550677
loss from discontinued operation b — 898979 898979
loss for the year 2934056 484400 2449656
notes
a goodwill  
under ias 38 goodwill is not amortised and so goodwill of £484400 previously amortised under uk gaap is 
reversed instead impairment has been considered 
b discontinued operation 
under ifrs 5 noncurrent assets held for sale and discontinued operations the exit of the sirco
®
 juice 
brand has been treated as a discontinued operation in the income statement for the current and prior year 
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provexis plc annual report and accounts 2008        47 
as at 
31 march
2008
as at 
31 march
2007
 notes £ £
fixed assets 
investments 3 1117336 1382919
current assets 
debtors 4 2694107 6543485
current liabilities amounts 
falling due within one year 
bank overdraft 5 4 —
borrowings — 100000
4 100000
net current assets 2694103 6443485
total net assets 3811439 7826404
capital and reserves
share capital 6 4017244 2510386
share premium reserve 7 5992212 5391867
retained earnings 7 6198017 75849
equity shareholders’ funds 8 3811439 7826404
these financial statements were approved and authorised for issue by the board on 2 september 2008 
the notes on pages 48 to 51 form part of these parent company financial statements 
stephen moon    ian ford 
director     director 
on behalf of the board of provexis plc 
2 september 2008 
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black black notes to the parent company financial statements
provexis plc annual report and accounts 2008        48 
1 accounting policies 
the parent company financial statements have been prepared under the historical cost convention and in 
accordance with uk gaap
sharebased 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 
sharebased payment incurred by its subsidiaries as disclosed in note 8 on page 50 
taxation
current tax including uk corporation tax is provided at amounts expected to be paid or recovered using 
the tax rates and laws that have been enacted or substantively enacted by the balance sheet date 
deferred tax balances are recognised in respect of all timing differences that have originated but not 
reversed by the balance sheet date except that the recognition of deferred tax assets is limited to the extent 
that the company anticipates making sufficient taxable profits in the future to absorb the reversal of the 
underlying timing differences deferred tax balances are not discounted 
valuation of investments 
investments are stated at cost less any provision for impairment profits or losses arising from disposals of 
fixed asset investments are treated as part of the result from ordinary activities 
2 profit attributable to shareholders 
as permitted by section 230 of the companies act 1985 no separate company profit and loss account has 
been included in these financial statements the group loss for the year includes a loss after tax of 
£6153751 2007 £208619 which is dealt with in the financial statements of the company the total fees of 
the group’s auditor bdo stoy hayward llp for services provided are analysed in note 5 to the 
consolidated financial statements on page 32 total fees for the year were £95459 
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black black notes to the parent company financial statements continued 
provexis plc annual report and accounts 2008        49 
3 investments 
31 march
2008
31 march 
2007
£ £
cost 1382919 1382919
provision for impairment 265583 —
net book value 1117336 1382919
at 31 march 2008 the company owned the following material subsidiary undertakings 
share of issued 
ordinary share 
capital and voting 
rights
country of 
incorporation and 
operation
business activity
provexis nutrition limited 100 england and wales functional food 
medical food and 
dietary supplement 
technologies
provexis natural products limited 100 england and wales functional food 
medical food and 
dietary supplement 
technologies
provexis ibd limited 75 england and wales functional food 
medical food and 
dietary supplement 
technologies
altucea limited 94 england and wales dormant
there are no significant restrictions on the ability of subsidiary undertakings to transfer funds to the parent 
other than those imposed by the companies act 1985 
4 debtors 
31 march
2008
 31 march
2007
£ £
amounts owed by subsidiaries 2694107 6543485
2694107 6543485
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provexis plc annual report and accounts 2008        50 
5 creditors amounts falling due within one year 
31 march
2008
 31 march
2007
£ £
overdrafts 4 —
borrowings — 100000
4 100000
6 share capital 
authorised 31 march
2008
31 march
2007
31 march
2008
 31 march
2007
number number £ £
ordinary shares of 1p each 550000000 400000000 5500000 4000000
allotted called up and
fully paid 
31 march
2008
31 march
2007
31 march
2008
 31 march
2007
number number £ £
ordinary shares of 1p each 401724366 251038472 4017244 2510386
details of shares issued by the company during the year ended 31 march 2008 are given in note 20 to the 
consolidated financial statements on page 40 
7 reserves 
share premium
reserve
retained
earnings
££
at 1 april 2007 5391867 75849
retained loss for the year  — 6153751
sharebased charges — 31583
shares issued during the year 600345 —
at 31 march 2008 5992212 6198017
8 shareholders’ funds 
reconciliation of movement in shareholders’ funds 
31 march 
2008
31 march 
2007
£ £
loss for year 6153751 208619
share based payment charge 31583 118619
shares issued during the year 1506858 10376
premium on shares issued 600345 79624
net additions to shareholders’ funds 4014965 —
opening shareholders’ funds 7826404 7826404
closing shareholders’ funds 3811439 7826404
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black black notes to the parent company financial statements continued 
provexis plc annual report and accounts 2008        51 
9 related party transactions 
the company has taken advantage of the exemption conferred by financial reporting standard 8 “related 
party disclosures” not to disclose transactions with members of the group headed provexis plc on the 
grounds that at least 90 of the voting rights of the company are controlled within that group and the 
company is included in consolidated financial statements 
10 post balance sheet events 
details of post balance sheet events are given in note 26 to the consolidated financial statements on 
page 44 
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provexis plc annual report and accounts 2008        52 
company number   5102907 
directors    c d buck  
     n c bain 
     j b diggines 
     k rietveld 
     s n moon 
     i ford 
audit committee   n c bain 
c d buck 
remuneration committee  c d buck 
n c bain 
registrars    equiniti 
aspect house 
spencer road 
lancing
west sussex bn99 6da 
secretary and registered office i ford 
thames court 
1 victoria street 
windsor
berkshire sl4 1yb 
nominated adviser and broker arbuthnot securities limited 
arbuthnot house 
20 ropemaker street 
london ec2y 9ar 
principal solicitors   shoosmiths 
apex plaza 
forbury road 
reading
berkshire rg1 1sh 
auditors    bdo stoy hayward llp 
kings wharf 
20–30 kings road 
reading
berkshire rg1 3ex 
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annual report and accounts 2008
provexis plc  annual report and accounts 2008
01prvra08coverindd   1 04092008   172336


Summary:
 chairman’s statement 
provexis plc annual report and accounts 2008        5 
the year has been a challenging one but i am pleased to report that the management team continues 
to make very good progress in implementing the strategy of discovery development and licensing of 
scientificallyproven functional food medical food and dietary supplement technologies 
in pursuit of our licensing strategy we have continued to focus on securing global license partners to 
maximise the potential of our core fruitflow
®
 hearthealth technology we are working closely with 
cocacola and are making good progress in consumer testing commercial assessment and finalising 
regulatory approval in a range of territories in our collaboration with unilever the rd team are on 
track with the development of a format suitable for inclusion in unilever product formats additionally 
negotiations are underway with potential partners in the global dietary supplement sector initiatives to 
secure partners in other claim areas and product sectors continue 
our patented technology for the treatment of crohn’s disease has been successful in the first trial 
phase with a healthy human trial having recently finished a twocentre clinical trial will commence in 
the second half of the year we are working closely with the university of liverpool to develop new 
claim areas for the technology 
the team have secured a promising new technology from the university of manchester we believe in 
the importance of a strong technology pipeline and the building of that pipeline will significantly 
enhance shareholder value in the medium to long term 
i have invited krijn rietveld senior vicepresident with dsm nutrition to join the board as a 
nonexecutive director on 29 august 2008 and i believe he will be a valuable addition steve morrison 
will further strengthen the management team when he joins us in october 2008 as chief 
operating officer 
the business has made good progress over the last year as we have developed commercial 
opportunities strengthened the team and reshaped the business with a significantly lower cost base 
we are well placed to capitalise on this momentum as the management team continue to implement 
our focused discovery development and licensing strategy 
dawson buck 
chairman
2 september 2008 
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