provexis plc 
 
annual report and accounts 2012 
 
 
 
company number 05102907 
 
 
 
 
 
 
 
 
 
  contents 
 
 
 
 
 
 
 
 
 
1 corporate statement 
2 key highlights 
3 chairman’s statement 
4 chief executive’s statement 
6 directors’ report  financial review 
8 directors’ report  business overview 
14 remuneration report 
19 independent auditor’s report 
21 consolidated statement of comprehensive income 
22 consolidated statement of financial position 
23 consolidated statement of cash flows 
24 consolidated statement of changes in equity 
25 notes to the consolidated financial statements 
55 parent company balance sheet 
56 notes to the parent company financial statements 
60 company information 
 
 
 
 
  corporate statement 
 
 
provexis plc annual report and accounts 2012 1 
 
 
 
 
the provexis strategy is the development licensing and marketing of scientificallyproven functional food 
and sports nutrition technologies with four areas of focus 
 
 to develop sis® into the leader in elite endurance sports nutrition in major global markets 
 
 collaborate closely with partners to maximise the commercial success of fruitflow® globally  
 
 underpin the competitiveness of these revenue streams with scientific excellence and regulatory 
capability and 
 
 seek further opportunities in the global functional food and sports nutrition sectors through being 
recognised as a partner of choice  
 
 
  key highlights 
 
 
provexis plc annual report and accounts 2012 2 
 
 
 
 
key highlights 
 
 
 science in sport generated revenues of £348m in the nine months from acquisition representing like for 
like revenue growth of 12 compared to the same period last year 
 
 substantial investment made in sis® in order to execute the board’s growth plan for fy201213 
including new supply facility and plant investment in marketing and sales and enhanced innovation 
pipeline 
 
 first two sis® innovations in market with fruitflow® product to follow in q3 fy201213 
 
 good progress with proprietary fruitflow® heart health technology with seven regional consumer 
products containing fruitflow® syrup now on sale in various global markets and at least five further 
launches expected in 2012 
 
 tablet grade powder format of fruitflow® now complete with good levels of interest from potential 
customers 
 
 dsm nutritional products “dsm” or “alliance partner” continuing commercial discussions with a wide 
range of consumer healthcare businesses including global brand owners 
 
 significant restructuring across the company to reduce cash burn and improve the operating margin of 
sis® and 
 
 appointment of john clarke formerly global president of glaxosmithkline’s consumer healthcare 
business as nonexecutive director 
 
 
key financial results 
 
 revenues £348m 2011 £50k 
 
 underlying operating loss reduced to £218m 2011 £241m the 2012 underlying operating loss 
includes £066m of costs which are nonrecurring following the restructuring undertaken during the 
financial year 
 
 statutory loss from operations of £433m 2011 £248m this loss is after charging £139m of noncash 
amortisation and impairment charges 2011 £nil £015m of acquisition costs 2011 £nil £046m of 
restructuring costs 2011 £nil and a £014m non cash share based payment charge 2011 £007m 
 
 cash balance at 31 march 2012 £145m 2011 £755m 
 
 loss per share 028p 2011 017p 
 
before impairment and amortisation of intangible assets share based payments and exceptional costs of £215m 2011 £69k as 
set out on the face of the consolidated statement of comprehensive income 
 
  chairman’s statement 
 
 
 
provexis plc annual report and accounts 2012 3 
the past year has seen substantial change with the acquisition of sis® and good progress with our 
proprietary fruitflow® heart health technology the board announced at the interim results that it was to 
focus on these two assets and as a result major reductions in cash burn have been made in the second half  
 
following the acquisition of sis® last june we have made great progress in developing a platform to drive 
longterm shareholder value key steps include opening a new supply chain facility including state of the art 
gel filling investment in an enhanced marketing and sales strategy and a range of scienceled innovation 
initiatives to solidify our position as leading nutrition suppliers to elite athletes 
 
dsm has now completed the development of a tablet grade version of fruitflow® and we see this as a major 
milestone in the commercialisation of the technology this being borne out by high interest from brand owners 
across the globe the syrup version of fruitflow® continues to gain traction in the marketplace with seven 
regional healthcare products now on sale with at least a further five expected in the second half of the year 
 
other pipeline projects were ceased or wound down at the halfyear and the focus is now firmly on the 
revenue generation potential of fruitflow® and sis® as a board we continue to examine the business for 
further efficiencies and savings as we seek to drive towards profitability  
 
while the board believes that the economic environment is challenging and will remain so for the 
foreseeable future we believe that all due steps have been taken to develop a viable growth platform based 
on two promising revenue streams while reducing cash usage and entrenching a culture of cost reduction 
 
dr neville bain resigned as nonexecutive director for health reasons during the year sadly neville 
passed away in may 2012 and i would like to register on behalf of the board my appreciation for the 
immeasurable value he contributed to the company during his years of service dr bain was replaced by 
john clarke formerly global president of glaxosmithkline’s consumer healthcare business the wealth of 
sector experience john brings to the board will be a great asset to the business in the coming years 
 
following a year of wide ranging change in the business including the acquisition and integration of sis® 
and further major development steps for fruitflow® i would like to thank the executive team and all of our 
staff and advisors for their continued high levels of commitment and professionalism 
 
dawson buck 
chairman  
  chief executive’s statement 
 
 
 
provexis plc annual report and accounts 2012 4 
sis® 
 
revenues were £348m from the acquisition at the end of june through to the end of the period 
representing like for like revenue growth of 12 compared to the same period last year the underlying 
operating loss was £226k this being related to low season sales levels in the winter months and high levels 
of investment in the new supply chain facility together with increased investment in marketing and sales we 
believe that following this period of investment the sis® business has a very solid growth platform 
 
much focus has been given to developing heartland sales in independent cycle triathlon and running shops 
and we will continue to invest in this important sector in addition we have made good progress in multiple 
retailers and this progress has continued into the new financial year with new listings being secured for the 
second half of the current financial year new advertising and public relations strategies have reestablished 
the brand together with continuation of many of the existing sponsorship arrangements with elite athletes 
and teams in cycling triathlon and rowing investment in marketing and sales has increased significantly 
when compared with the last financial year under previous ownership the company hopes to benefit 
following the olympic games as interest in elite athletes increases and given the expected uplift in sports 
participants 
 
substantial investment has been made in the development of a new ecommerce platform and this will 
launch in the second half of the year while export sales have remained stable we continue to examine 
options for expansion into new markets and again we expect to see progress later in the year 
 
we believe that continuous scienceled innovation is important in maintaining and enhancing our reputation 
with elite athletes we developed the novel go gel® plus nitrates during the year launching it in april 2012 
may saw us launch go hydro hydration tablets during the year we also significantly advanced the 
development of a go gel® with fruitflow® and this novel and proprietary product will launch later in the 
calendar year all three of these innovations are supported by research and development programmes 
including collaboration with research institutes a promising innovation pipeline is in development for 2013 
and 2014 key to this strong innovation drive is the combined scientific and regulatory expertise of the 
enlarged business together with strong relationships with leading figures teams and research institutes in 
the sports science arena 
 
the move to the new supply chain facility and the installation of a new gelfilling machine has resulted in cost 
efficiencies and we are seeing improved gross margin in the current financial year as a result in addition we 
have made savings in overheads and instituted an ongoing cost improvement programme to improve 
margins further and facilitate investment in revenue growth and innovation 
 
fruitflow® 
 
dsm has developed a tablet grade version of fruitflow® and this represents a major milestone in the 
commercialisation of the technology as evidenced by the large number of requests for samples from brand 
owners manufacturing facilities for both the syrup and powder formats are now in place and in addition 
dsm has used its expertise in ingredient development to significantly reduce the cost in use of fruitflow® 
 
seven regional consumer healthcare brands incorporating fruitflow® syrup are now for sale in a range of 
global markets and it is expected at least a further five brands will launch in the second half of the year the 
introduction of the tablet grade format is expected to drive further interest in the technology and the current 
sales enquiry pipeline is promising and includes some global brands  
 
whilst revenues for fruitflow® are nominal in the last period the overall trend is that the technology is 
gaining market acceptance via the increasing number of brands in market this together with the new tablet 
grade format and progress made on reducing cost in use provides a promising outlook for the technology  
 
pipeline restructuring 
 
at the interim results we announced the decision to halt postpone or review other activities in the pipeline in 
order to deliver a focused revenueoriented strategy based on fruitflow® and sis® this resulted in the 
halting of the crohn’s disease trial and the closure of the liverpool facility we have since halted the 
cardiovascular inflammation project together these actions will result in an annualised reduction in cash 
burn of £115m 
  chief executive’s statement 
 
 
 
provexis plc annual report and accounts 2012 5 
the second interim review of the crohn’s disease trial showed an inconclusive result in terms of efficacy we 
are currently assessing the residual value of the intellectual property ‘ip’ related to the technology both in 
the area of crohn’s disease and other potential applications before arriving at a decision as to whether to 
seek a development partner or purchaser for the ip 
 
following the cessation of the cardiovascular inflammation project we have chosen not to retain any of the 
jointly owned ip although background ip was developed by the group which may be used in the future on 
the dsmowned blood glucose technology while we have successfully developed a pilot scale product we 
are not pursuing any further activity at this stage 
 
these actions in closing or suspending pipeline activities are consistent with our previously announced 
strategy of focusing our efforts and resources on the revenue generating potential of fruitflow® and sis® 
 
strategy 
 
our strategy has been aligned to focus on developing the fruitflow® heart health technology and the sis® 
sports nutrition business with these two areas underpinned by the scientific and regulatory expertise of the 
group the closure of other pipeline activities has resulted in annualised underlying expenditure being 
reduced by £115m in addition we have reduced overheads in the sis® business and we are improving 
operating margins through investment in supply chain and other efficiency initiatives the combination of 
focus on revenue generation reduced costs and improved margins are targeted at achieving breakeven and 
then operating profit for the business 
 
scientific capability will remain at the heart of the enlarged company both to support our alliance partner 
dsm in the development of fruitflow® and to achieve our goal of being a global leader in endurance sports 
nutrition 
 
outlook 
 
the economic climate remains challenging and we expect this to continue through the coming year affecting 
both brand owner attitudes to innovation and consumer spending the poor weather in the first quarter of 
the year has also constrained the growth of sis® although we believe we will achieve our growth target for 
the full year overall the medium to longterm growth prospects for the sports nutrition category are very 
promising 
 
we will continue to work closely with our alliance partner dsm on the commercialisation of fruitflow® as a 
priority particularly in the areas of scientific and technical support as well as refining the commercial 
positioning 
 
on sis® we will drive our growth model of improving gross margin and reducing costs in order to invest 
further in marketing sales and scienceled innovation in the second half of the year we also expect to 
progress our major ecommerce initiative together with firming up international expansion plans the board 
believes the company is well placed for sustained longterm growth and we are looking forward to the year 
ahead 
 
stephen moon 
chief executive 
 
  directors’ report – financial review 
 
 
 
provexis plc annual report and accounts 2012 6 
acquisition of sis science in sport limited “sis®” 
on 24 june 2011 the group acquired sis® a company which manufactures and sells sports nutrition 
products the acquisition of sis® was for a total consideration of £736 million of which £70 million was 
satisfied in cash and a further £036 million was satisfied in new ordinary shares further details of the 
acquisition accounting are set out in note 10 
 
the group has identified the fair values of the consideration paid and of the assets acquired and liabilities 
assumed including the separate identification of intangible assets in accordance with ifrs 3 ‘business 
combinations’ this formal process involves an assessment of the assets acquired and liabilities assumed 
with assistance provided by external valuation specialists where appropriate the assessment period 
remains open up to a maximum of 12 months from the relevant acquisition date as at 31 march 2012 the 
assessment was not complete and accordingly the fair values presented are provisional 
 
research and development costs 
research and development costs for the year ended 31 march 2012 were £818186 2011 £1268874 
including £56729 capitalised under ias 38 2011 £17959 
 
the suspension of work on the crohn’s disease trial does not constitute discontinued operations as defined 
by ‘ifrs 5 noncurrent assets held for sale and discontinued operations’ as the operations have neither 
been permanently abandoned nor are being actively marketed for sale at this stage and therefore no 
discontinued operations disclosures are necessary 
 
impairment of goodwill and restructuring costs 
during the year the group took the decision to halt the crohn’s disease trial and suspend other activity 
related to the nsp3g technology the group has fully impaired the goodwill relating to the crohn’s disease 
cgu given the uncertainty regarding the future cash flows of the cgu resulting in a noncash goodwill 
impairment charge for the year of £1140806 within the provexis cgu 
 
the directors have concluded that no other indication of impairment to goodwill exists because the results of 
sis® have been in line with budget since acquisition and the alliance partners have made good progress 
with fruitflow® 
 
the suspension of work on the crohn’s disease trial and the cardiovascular inflammation project and the 
closure of the liverpool facility have resulted in an annualised reduction in cash burn of £115m 
restructuring costs of £205746 were incurred as part of this process 
 
restructuring and rebranding costs of a further £258767 have been incurred as part of the reorganisation 
and rebranding of the sis® business since acquisition 
 
total restructuring costs arising during the financial year from these activities were £464513 
 
underlying operating loss 
underlying operating loss has reduced to £2180362 2011 £2406253 
 
the group has chosen to report underlying operating loss as the directors believe that the operating loss 
before amortisation and impairment of acquired intangible assets share based payments and exceptional 
items measure provides additional useful information for shareholders on underlying trends and 
performance a reconciliation of underlying operating loss to statutory loss is presented on the face of the 
statement of comprehensive income the underlying operating loss is used for internal performance 
analysis 
  
the group’s cost base and its resources have been and will continue to be tightly managed within budgets 
approved and monitored by the board 
 
taxation 
a research and development tax credit of £150000 2011 £221218 in respect of research and 
development expenditure incurred and deferred tax credit of £49590 2011 £nil in respect of the 
amortisation of acquired intangible assets have been recognised in the financial statements a £121220 
research and development tax credit claim primarily relating to the year ended 31 march 2010 was paid to 
the group during the year 
  directors’ report – financial review  
 
 
 
provexis plc annual report and accounts 2012 7 
losses and dividends 
the loss attributable to equity holders of the parent for the year ended 31 march 2012 was £3873215 
2011 £1984206 and the basic and diluted loss per share was 028p 2011 017p 
 
the directors are unable to recommend the payment of a dividend 2011 £nil 
 
capital structure and funding 
on 17 june 2011 the company announced that it had raised £25 million before expenses via a placing of 
new ordinary shares of 01 pence each in the company in connection with the acquisition of sis® 
 
on 5 july 2011 the company announced an open offer to shareholders at 15 pence per share on the basis 
of 1 offer share for every 10 existing ordinary shares with an excess application facility on 26 july 2011 the 
company announced that it had raised approximately £1025 million before expenses from the open offer 
 
on 8 november 2011 the company announced that it had renewed a 3 year equity financing facility of up to 
£25m the “eff” 
 
the eff agreement which was arranged by darwin strategic limited “darwin” provides the company with 
a facility which subject to certain limited restrictions can be drawn down at any time over the 3 years ending 
6 november 2014 the timing and amount of any draw down being at the discretion of provexis 
 
provexis is under no obligation to make a draw down and may make as many drawdowns as its wishes up 
to the total value of the eff by way of issuing subscription notices to darwin 
 
the subscription price for any ordinary shares to be subscribed by darwin under a subscription notice will be 
at a 75 discount to an agreed reference price determined during 5 10 or 15 trading days following delivery 
of a subscription notice the ‘pricing period’ the length of the pricing period is at the discretion of provexis 
and is set at each relevant subscription notice provexis is also obliged to specify in each subscription notice 
a minimum price below which ordinary shares will not be issued the company will have the right with the 
agreement of darwin to modify that minimum price at any time during the relevant pricing period 
 
on 17 may 2012 the company announced that it had raised a net £244336 by drawing down on the eff 
allotting 13197880 new ordinary shares of 01p each to darwin 
 
further details of the eff agreement and the drawdowns made using the eff are available to download 
from the announcements section of the company’s website wwwprovexiscom 
 
the directors are of the opinion that at 31 july 2012 the groups liquidity and capital resources are 
adequate to deliver the current strategic objectives and 201213 business plan and that the group and 
company remain a going concern see also note 1 to the consolidated financial statements on page 25 
 
cash and cash equivalents at 31 march 2012 were £14m 31 march 2011 £76m 
 
 
  directors’ report – business overview 
 
 
 
provexis plc annual report and accounts 2012 8 
principal activities 
provexis plc is a business that develops licenses and markets scientificallyproven functional food and 
sports nutrition technologies 
 
provexis plc has three wholly owned subsidiaries sis science in sport limited “sis” provexis nutrition 
limited “pnl” and provexis natural products limited “pnp” which are registered in england and wales 
provexis plc also owns 75 of provexis ibd limited “ibd” which is also registered in england and wales 
 
group strategy 
the provexis strategy is the discovery development licensing and marketing of scientificallyproven 
functional food and sports nutrition technologies with four areas of focus 
 
 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 3 the chief executive’s statement on pages 4 and 5 and the financial 
review on pages 6 and 7 report on the group’s performance during the year ended 31 march 2012 
its position at that date and its likely future development 
 
internal control and risk management 
the board is responsible for maintaining a sound system of internal control to safeguard shareholders’ 
investment and the group’s assets as well as reviewing its effectiveness the system of internal control is 
designed to manage rather than eliminate the risk of failure to achieve business objectives and can only 
provide reasonable and not absolute assurance against material loss and misstatement 
 
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 key control procedures operating within the group include but are not limited to 
 
1 a comprehensive system of financial budgeting forecasting and then reporting and reviewing actual 
monthly results for the current year against these expectations 
2 a system of operational and financial key performance indicators “kpis” which are reviewed on a 
weekly and monthly basis 
3 procedures for appraisal review and authorisation of capital expenditure 
4 properly authorised treasury procedures and banking arrangements 
5 regular review of materials and services supply agreements and 
6 regular review of tax insurance and health and safety matters 
 
the principal financial kpis monitored by the board relate to underlying operating loss and cash and cash 
equivalents 
 
the table below shows the group’s underlying operating loss for the two years ended 31 march 2012 
 
 
 
year ended 
31 march  
2012 
year ended 
31 march 
2011 
 £ £ 
   
underlying operating loss 2180362 2406253 
 
   directors’ report – business overview 
 
 
 
provexis plc annual report and accounts 2012 9 
internal control and risk management continued 
the £225891 reduction in underlying operating loss in 2012 is primarily attributable to the rd cost savings 
made during the financial year which are further detailed in the financial review on page 6 the underlying 
operating loss for 2012 includes £656348 of costs which are nonrecurring following the restructuring 
undertaken during the financial year as further described in the financial review on page 6 
 
the table below shows the group’s cash position at 31 march 2012 and 31 march 2011 
 
 
 
31 march  
2012 
31 march 
2011 
 £ £ 
   
cash and cash equivalents 1447405 7551505 
 
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 £6104100 
reduction in cash and cash equivalents during the financial year is primarily due to the acquisition of sis as 
further detailed in the consolidated statement of cash flows on page 23 and in note 10 on page 39 
 
the rd cost savings realised during the financial year will result in an annualised reduction in operating 
costs and cash burn of £115m to the direct advantage of the underlying operating loss and cash and cash 
equivalents kpis 
 
in 2011 kpis included the ratio of rd expenditure to administrative expenditure following the restructuring 
of the business and the acquisition of sis this kpi is no longer considered relevant 
 
at this stage in the group’s development the board does not consider it appropriate to establish an internal 
audit function 
 
principal risks and uncertainties 
in the course of its normal business the group is exposed to a range of risks and uncertainties which could 
impact on the results of the group the board considers that riskmanagement is an integral part of good 
business process and on a biannual basis reviews the industry operational and financial risks facing the 
group and considers the adequacy of the controls  mitigants to manage the risks 
 
the directors have identified the following principal risks and uncertainties that could have the most 
significant impact on the group’s longterm value generation 
 
intellectual property 
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 and sports nutrition technologies similar in nature to its own the 
group also relies on protection of trade secrets knowhow 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 
 
   directors’ report – business overview 
 
 
 
provexis plc annual report and accounts 2012 10 
principal risks and uncertainties continued 
food quality and safety 
a major incident resulting from a food quality or health and safety failure could pose a risk to consumers and 
therefore have reputational and financial implications for the group 
 
the group’s stringent approach to food quality and safety is controlled via quality assurance procedures 
which are based on a risk management approach internal systems are reviewed continuously and potential 
for improvement is monitored  
 
the group’s sis® manufacturing facility is subject to regular food safety and quality control audits including 
those carried out by andor for major customers the group’s products are analysed and tested regularly 
for banned substances by an experienced independent surveillance company where appropriate additional 
investment is made to optimise ingredient screening efficiency and effectiveness 
 
the group maintains product liability insurance cover to mitigate the potential impact of such an event 
 
the group believes that the quality of its raw materials is critical to the quality of its product the availability 
and resultant price levels of ingredients meeting the group’s high standards of quality may adversely affect 
the margins available to the group subject to the ability to pass through corresponding price increases to 
customers 
 
movement in the commodity prices of raw materials and in the case of imported raw materials and other 
goods the value of sterling against other currencies may have a corresponding impact on finished product 
cost failure to manage the group’s exposure to price increase may adversely affect the group’s financial 
performance 
 
customers and consumers 
the group operates in a competitive market sector and its ability to compete effectively requires an ongoing 
commitment to marketing product development innovation product quality and ability to offer value for 
money 
 
a significant proportion of the group’s sales is generated from a small number of customers and hence there 
is a risk from loss of a key customer of a significant piece of business significant resources are devoted to 
forging strong relationships with customers 
 
the group relies on potential license partners to meet certain commercial and development milestones and 
their failure to achieve this or other delays or cancellation of projects due to internal or market factors 
affecting potential license partners could affect the execution of the group’s business plan with a material 
adverse effect on the business 
 
people 
the group recognises that its employees are critical to the successful delivery of service to customers the 
failure to retain people of high quality would have an adverse effect on group performance the group has 
high expectations of all staff and in return strives to provide an environment that is both challenging and 
rewarding 
 
funding and other risks 
the group may require additional funding to the extent that the current cash resources of the group are 
insufficient to cover the groups liabilities in the longer term it may be necessary to seek additional funds 
through future equity or debt financings and there is no certainty that such funds would be available any 
such further financings if available at all may be on terms that are not favourable to the group further if 
adequate capital cannot be obtained the groups operating results and financial condition could be 
adversely affected 
 
the group continues to pursue acquisitions as part of its growth strategy such acquisitions may not realise 
expected benefits 
 
   directors’ report – business overview 
 
 
 
provexis plc annual report and accounts 2012 11 
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 2012 amounted to 51 days compared to 22 days at 
31 march 2011 
 
board of directors 
the board of directors has overall responsibility for the group 
 
the board comprises a nonexecutive chairman two additional nonexecutive directors all of whom are 
independent 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 directors of the company during the year and up to the date that the financial statements were 
approved are shown below 
 
executive directors 
s n moon 
s n morrison resigned 30 november 2011 
i ford 
phil walker appointed 24 september 2011  resigned 29 november 2011 
 
nonexecutive directors 
c d buck 
n c bain resigned 30 november 2011 
j m clarke appointed 1 april 2012 
k rietveld 
 
a qualifying thirdparty indemnity provision as defined in section 234 of the companies act 2006 is in force 
for the benefit of each of the directors in respect of liabilities incurred as a result of their office to the extent 
permitted by law in respect of those liabilities for which directors may not be indemnified the company 
maintained a directors’ and officers’ liability insurance policy throughout the financial year 
 
audit committee 
the audit committee comprises two nonexecutive directors and is chaired by dawson buck as chairman 
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 two 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 corporate finance services and share scheme advice and undertake work in relation to the interim 
report the fees in respect of the nonaudit services provided are £63500 for the year ended 31 march 2012 
2011 £27300 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 
 
going concern 
the directors have a reasonable expectation that the group and the company will continue in operational 
existence for the foreseeable future for this reason they continue to adopt the going concern basis in 
preparing the group’s financial statements 
 
see also note 1 to the consolidated financial statements on page 25 
 
   directors’ report – business overview 
 
 
 
provexis plc annual report and accounts 2012 12 
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 
 
relationship with shareholders 
the directors seek to build a mutual understanding of objectives between the company and its 
shareholders the group reports formally to shareholders in its interim and annual reports setting out details 
of its activities in addition the group keeps shareholders informed of events and progress through the issue 
of regulatory news in accordance with the aim rules of the london stock exchange the chief executive 
and finance director seek to meet with significant shareholders following interim and final results the group 
also maintains investor relations pages and other information regarding the business its products and 
activities on its website 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 
 
bdo llp have expressed their willingness to continue in office and a resolution to reappoint bdo llp will 
be proposed at the forthcoming agm 
 
   directors’ report – business overview 
 
 
 
provexis plc annual report and accounts 2012 13 
directors’ responsibilities 
the directors are responsible for preparing the directors’ report and the financial statements in accordance 
with applicable law and regulations  
 
company law requires the directors to prepare financial statements for each financial year under that law 
the directors have elected to prepare the group financial statements in accordance with international 
financial reporting standards ifrss as adopted by the european union and the company financial 
statements in accordance with united kingdom generally accepted accounting practice united kingdom 
accounting standards and applicable law under company law the directors must not approve the financial 
statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and 
company and of the profit or loss of the group for that period the directors are also required to prepare 
financial statements in accordance with the rules of the london stock exchange for companies trading 
securities on the alternative investment market 
 
in preparing these financial statements the directors are required to 
 
 select suitable accounting policies and then apply them consistently 
 
 make judgements and accounting estimates that are reasonable and prudent 
 
 state whether the group financial statements have been prepared in accordance with ifrss as adopted 
by the european union subject to any material departures disclosed and explained in the financial 
statements 
 
 state whether the company financial statements have been prepared in accordance with applicable uk 
accounting standards subject to any material departures disclosed and explained in the financial 
statements 
 
 prepare the financial statements on the going concern basis unless it is inappropriate to presume that 
the company will continue in business 
 
the directors are responsible for keeping adequate accounting records that are sufficient to show and 
explain the company’s transactions and disclose with reasonable accuracy at any time the financial position 
of the company and enable them to ensure that the financial statements comply with the requirements of the 
companies act 2006 they are also responsible for safeguarding the assets of the company and hence for 
taking reasonable steps for the prevention and detection of fraud and other irregularities 
 
website publication 
the directors are responsible for ensuring the annual report and the financial statements are made available 
on a website financial statements are published on the companys 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 companys website is the 
responsibility of the directors the directors responsibility also extends to the ongoing integrity of the 
financial statements contained therein 
 
by order of the board 
 
 
ian ford 
secretary 
31 july 2012 
  remuneration report  
 
 
 
provexis plc annual report and accounts 2012 14 
remuneration committee composition and terms of reference 
the group’s remuneration committee during the year ended 31 march 2012 comprised three 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 uk corporate governance 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 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 
 
  remuneration report  
 
 
 
provexis plc annual report and accounts 2012 15 
policy on executive directors’ remuneration continued 
iii bonus scheme 
the company has an established discretionary nonpensionable bonus scheme for executive directors 
which is subject to the achievement of agreed goals and targets that are designed to incentivise directors to 
perform at the highest levels and align directors’ interests with those of the shareholders 
 
for the executive directors the performancerelated annual bonus potential is up to 40 of basic salary the 
remuneration committee approved no bonuses in 2012 in 2011 annual bonuses of between 20 and 40 
of salary were paid 
 
iv pension contributions 
the group pays a defined contribution to the pension scheme of executive directors and employees the 
individual pension schemes are private and their assets are held separately from those of the group 
 
salaries and benefits were reviewed in april 2011 to cover the year from 1 april 2011 to 31 march 2012 
future reviews will continue to be undertaken on an annual basis each april to enable the group’s 
performance over the preceding financial year and the strategy for the forthcoming year to be considered 
 
service contracts 
the chief executive is employed under a service contract requiring twelve months’ notice by either party 
and the finance director is employed under a service contract requiring three months’ notice all non
executive directors receive payments under appointment letters which are terminable by three months’ 
notice from either party 
 
policy on nonexecutive directors’ remuneration 
dawson buck and john clarke 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 
 
gains made on exercise of directors’ share options 
no directors’ share options were exercised during the year 2011 nil 
 
details of directors’ remuneration 
the emoluments of the individual directors for the year were as follows 
 
 year ended 
31 march 
2012 
year ended 
31 march 
2011 
 salary and 
directors’ 
fees 
£ 
benefits 
in kind 
 
£ 
pension 
 
 
£ 
loss of 
office 
 
£ 
total 
 
 
£ 
total 
 
 
£ 
executive directors       
s n moon 187248 943 9362  197553 255817 
s n morrison resigned 30 november 2011 92423 1269 4314 30000 128006 158080 
i ford 119676 1914 6029  127619 148597 
p walker appointed 24 september 2011  
resigned 29 november 2011 
52083 500 2604 61250 116437  
       
nonexecutive directors       
c d buck 27500    27500 35000 
n c bain resigned 30 november 2011 11667    11667 17500 
k rietveld       
 490597 4626 22309 91250 608782 614994 
 
the above fees and emoluments exclude reimbursed expenditure incurred in the conduct of group business 
 
   remuneration report  
 
 
 
provexis plc annual report and accounts 2012 16 
sharebased payment expense 
the sharebased payment expenses of the individual directors recognised for the year were as follows 
 
 year ended 
31 march 
2012 
year ended  
31 march 
2011 
 £ £ 
executive directors   
s n moon 69504 15857 
s n morrison resigned 30 november 2011  11666 
i ford 32708 12324 
p walker appointed 24 september 2011  resigned 29 november 2011   
   
nonexecutive directors   
c d buck   
n c bain resigned 30 november 2011   
k rietveld   
 102212 39847 
 
 
directors’ interests in shares ordinary shares of 
01 pence each 
 
ordinary shares of 
01 pence each 
 
 beneficial interests 
 31 march 2012 1 april 2011 
   
s n moon 2060666 1540000 
s n morrison resigned 30 november 2011  1668333 
i ford 2201832 1668333 
n c bain resigned 30 november 2011  5608416 
c d buck 12906433 11271359 
 17168931 21756441 
 
other than as shown in the table and as further disclosed above in respect of deferred shares in note 19 
and disclosed in respect of share options on page 17 no director had any interest in the shares of the 
company or its subsidiary companies at 31 march 2012 
 
 
 
 
   remuneration report  
 
 
 
provexis plc annual report and accounts 2012 17 
directors’ interests in share options 
the board uses share options to align directors and employees interests with those of shareholders in order 
to provide incentives and reward them based on improvements in company performance 
 
on 17 june 2011 the company announced that the companys remuneration committee had approved the 
grant of options over 51300000 ordinary shares of 01p each to certain directors and employees of the 
company during the year 22000000 of these options were surrendered by directors leaving the company 
 
the share options held by the directors and not exercised at 31 march 2012 are summarised below 
 
     
 at 1 april 2011 options granted  
in year  
resignation as a 
director 
at 31 march 2012 
     
s n moon 21117620 17000000  38117620 
s n morrison resigned 30 november 2011 12000000  12000000  
i ford 10000000 8000000  18000000 
phil walker appointed 24 september 2011  
resigned 29 november 2011 
 10000000 10000000  
 43117620 35000000 22000000 56117620 
 
the unapproved share options at 31 march 2012 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 august 2008 7324520  0900p april 2011 august 2018 
s n moon june 2011 17000000 2800p april 2014 june 2021 
i ford june 2011 6350010 2800p april 2014 june 2021 
  30674530    
 
the emi share options at 31 march 2012 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 august 2008 1117620 1000p august 2008 august 2018 
s n moon august 2008 2675480 0900p april 2011 august 2018 
s n moon august 2008 10000000 0900p october 2009 august 2018 
s n morrison october 2008 3000000 0900p april 2011 october 2018 
s n morrison october 2008 6000000 0900p october 2009 october 2018 
i ford august 2008 5000000 0900p april 2011 august 2018 
i ford august 2008 5000000 0900p october 2009 august 2018 
i ford june 2011 1649990 2800p april 2014 june 2021 
  34443090    
 
all options were granted with an exercise price at or above market value on the date of grant 
 
the company carried out a share reorganisation on 28 august 2008 which is further detailed in note 19 to 
the consolidated financial statements on page 49 
 
   remuneration report  
 
 
 
provexis plc annual report and accounts 2012 18 
directors’ interests in share options continued 
share options which had been granted prior to 28 august 2008 over existing ordinary shares with a nominal 
value of 1p each in the capital of the company became options over new ordinary shares with a nominal 
value of 01p each in the capital of the company the options remain subject to the same terms as contained 
in the individual option contracts under which they were originally granted 
 
share options issued after 28 august 2008 are options over new ordinary shares with a nominal value of 
01p each in the capital of the company 
 
 
dawson buck 
chairman of the remuneration committee 
 
  independent auditor’s report to the members of provexis 
plc 
 
 
 
provexis plc annual report and accounts 2012 19 
to the members of provexis plc 
 
we have audited the financial statements of provexis plc for the year ended 31 march 2012 which comprise 
the consolidated statement of comprehensive income the consolidated statement of financial position the 
consolidated statement of cash flows the consolidated statement of changes in equity the parent company 
balance sheet and the related notes the financial reporting framework that has been applied in the 
preparation of the group financial statements is applicable law and international financial reporting 
standards ifrss as adopted by the european union the financial reporting framework that has been 
applied in preparation of the parent company financial statements is applicable law and united kingdom 
accounting standards united kingdom generally accepted accounting practice  
 
this report is made solely to the company’s members as a body in accordance with sections chapter 3 of 
part 16 of the companies act 2006 our audit work has been undertaken so that we might state to the 
company’s members those matters we are required to state to them in an auditor’s report and for no other 
purpose to the fullest extent permitted by law we do not accept or assume responsibility to anyone other 
than the company and the company’s members as a body for our audit work for this report or for the 
opinions we have formed 
 
respective responsibilities of directors and auditors 
 
as explained more fully in the statement of directors’ responsibilities the directors are responsible for the 
preparation of the financial statements and for being satisfied that they give a true and fair view our 
responsibility is to audit and express an opinion on the financial statements in accordance with applicable 
law and international standards on auditing uk and ireland those standards require us to comply with the 
auditing practices board’s apb’s ethical standards for auditors  
 
scope of the audit of the financial statements 
 
a description of the scope of an audit of financial statements is provided on the apb’s website at 
wwwfrcorgukapbscopeprivatecfm 
 
opinion on financial statements 
 
in our opinion  
 
 the financial statements give a true and fair view of the state of the group’s and the parent company’s 
affairs as at 31 march 2012 and of the group’s loss for the year then ended 
 
 the group financial statements have been properly prepared in accordance with ifrss as adopted by the 
european union 
 
 the parent company’s financial statements have been properly prepared in accordance with united 
kingdom generally accepted accounting practice and 
 
 the financial statements have been prepared in accordance with the requirements of the companies act 
2006 
 
opinion on other matters prescribed by the companies act 2006 
 
in our opinion the information given in the directors’ report for the financial year for which the financial 
statements are prepared is consistent with the financial statements  
 
  independent auditor’s report to the members of provexis 
plc continued 
 
 
 
provexis plc annual report and accounts 2012 20 
matters on which we are required to report by exception 
 
we have nothing to report in respect of the following matters where the companies act 2006 requires us to 
report to you if in our opinion 
 
 adequate accounting records have not been kept by the parent company or returns adequate for our 
audit have not been received from branches not visited by us or 
 
 the parent company financial statements are not in agreement with the accounting records and returns 
or 
 
 certain disclosures of directors’ remuneration specified by law are not made or 
 
 we have not received all the information and explanations we require for our audit 
 
 
 
 
christopher pooles senior statutory auditor 
for and on behalf of bdo llp statutory auditor 
reading 
united kingdom 
 
date 
 
bdo llp is a limited liability partnership registered in england and wales with registered number 
oc305127 
 
 
  consolidated statement of comprehensive income 
provexis plc annual report and accounts 2012 21 
 
  year  year  
  ended  ended  
  31 march 31 march  
  2012 2011 
 notes £  £  
    
    
revenue 13 3477862 50086 
cost of goods  1720241  
gross profit  1757621 50086 
research and development costs 4 761457 1250915 
administrative costs  5326301 1274493 
    
underlying operating loss  2180362 2406253 
amortisation and impairment charges 11 1390638  
costs of acquisition 10 153163  
restructuring costs 4 464513  
share based payment charges 20 141461 69069 
    
loss from operations 4 4330137 2475322 
    
net finance income 7 46111 133439 
loss before taxation  4284026 2341883 
    
taxation 8 328538 221218 
loss and total comprehensive expense for the period  3955488 2120665 
    
attributable to    
owners of the parent 21 3873215 1984206 
noncontrolling interest 21 82273 136459 
loss and total comprehensive expense for the period 21 3955488 2120665 
    
    
loss per share to owners of the parent    
basic and diluted – pence 9 028 017 
    
 
all amounts relate to continuing operations 
 
 
 
  consolidated statement of financial position 
provexis plc annual report and accounts 2012 22 
 
company number 05102907  as at  as at  
  31 march 31 march 
  2012 2011 
 notes £  £  
    
assets    
noncurrent assets    
intangible assets 11 9369603 3878577 
plant and equipment 13 598430 89769 
deferred tax 18 128948  
total noncurrent assets  10096981 3968346 
    
current assets    
inventories 14 635771  
trade and other receivables 15 934773 253249 
corporation tax asset 8 300000 271220 
cash and cash equivalents 16 1447405 7551505 
total current assets  3317949 8075974 
    
total assets  13414930 12044320 
    
liabilities    
current liabilities    
trade and other payables 17 1541839 563190 
current tax liabilities  39133  
total current liabilities  1580972 563190 
net current assets  1736977 7512784 
    
noncurrent liabilities    
deferred tax 18 535072  
total noncurrent liabilities  535072  
    
total liabilities  2116044 563190 
    
total net assets  11298886 11481130 
    
    
capital and reserves attributable to 
owners of the parent company 
   
share capital 19 5085352 4812036 
share premium reserve 21 19998832 16909650 
warrant reserve 21 60000 115980 
merger reserve 21 6599174 6273909 
retained earnings 21 20225740 16493986 
  11517618 11617589 
noncontrolling interest  218732 136459 
total equity  11298886 11481130 
 
these consolidated financial statements were approved and authorised for issue by the board on 31 july 
2012 the notes on pages 25 to 54 form part of these consolidated financial statements 
 
 
stephen moon    ian ford 
director     director 
on behalf of the board of provexis plc  consolidated statement of cash flows 
provexis plc annual report and accounts 2012 23 
 
 
  year year  
  ended  ended  
  31 march 31 march  
  2012 2011 
 notes £  £  
    
    
cash flows from operating activities    
loss after tax  3955488 2120665 
adjustments for    
amortisation and impairment 11 1390638  
depreciation 13 89360 28697 
loss on disposal of intangible assets  9872  
profit on sale of fixed assets  3631  
net finance income  46111 133439 
taxation  328538 221218 
sharebased payment charge  141461 69069 
operating cash outflow before changes in working capital  2702437 2377556 
    
changes in inventories  42239  
changes in trade and other receivables  81419 5898 
changes in trade and other payables  320426 267692 
total cash outflow from operations  2258353 2115762 
    
tax paid  28134  
tax credits received  121220 61844 
total cash flow from operating activities  2165267 2053918 
    
cash flow from investing activities    
purchase of property plant and equipment  458984 57285 
proceeds from sale of property plant and equipment  4750  
purchase of intangible assets  62356 17959 
interest received  49762 148339 
acquisition of subsidiary net of cash acquired 10 6786036  
net cash outflowinflow from investing activities  7252864 73095 
    
cash flow from financing activities    
proceeds from issue of share capital  3524694 2684534 
expenses paid on share issues  236919 201340 
proceeds from exercise of share options  27000  
interest paid  744  
net cash flow from financing activities  3314031 2483194 
    
net decrease  increase in cash and cash equivalents  6104100 502371 
opening cash and cash equivalents 16 7551505 7049134 
closing cash and cash equivalents 16 1447405 7551505 
 
 
  consolidated statement of changes in equity 
provexis plc annual report and accounts 2012 24 
 
         
 
share 
capital  
share  
premium 
warrant 
reserve 
merger  
reserve 
retained  
earnings 
total equity 
attributable 
to owners of  
the parent 
non
controlling  
interests 
total  
equity 
 £  £  £ £  £  £  £  £  
                
at 31 march 2010 4723601 14527277 115980 6273909 14578849 11061918   11061918  
         
sharebased charges     69069 69069  69069 
         
issue of shares  eff drawdown  
28jun10 2135 86291    88426  88426 
         
issue of shares  eff drawdown  
08oct10 86300 2296082    2382382  2382382 
         
total comprehensive expense for 
the year     1984206 1984206 136459 2120665 
         
at 31 march 2011 4812036 16909650 115980 6273909 16493986 11617589 136459 11481130 
         
sharebased charges     141461 141461  141461 
         
issue of shares  acquisition of sis 
science in sport 24 june 2011 35336   325265  360601  360601 
         
issue of shares  placing 24 june 
2011 166667 2333333    2500000  2500000 
         
issue costs  placing 24 june 2011  199380    199380  199380 
         
issue of shares  open offer 27 july 
2011 68313 956381    1024694  1024694 
         
issue costs  open offer 27 july 
2011  37539    37539  37539 
         
issue of shares  share options 
exercised 13 december 2011 3000 24000    27000  27000 
         
cancellation of warrants  equity 
financing facility 8 november 2011  12387 115980   103593  103593 
         
issue of warrants  equity financing 
facility 8 november 2011   60000   60000  60000 
         
total comprehensive expense for 
the year     3873215 3873215 82273 3955488 
         
at 31 march 2012 5085352 19998832 60000 6599174 20225740 11517618 218732 11298886 
         
 
 
  notes to the consolidated financial statements 
 
provexis plc annual report and accounts 2012 25 
1 accounting policies 
general information 
provexis plc is a public limited company incorporated and domiciled in the united kingdom registration 
number 05102907 the address of the registered office is kings road house 2 kings road windsor 
berkshire sl4 2ag uk 
 
the main activities of the group are those of developing licensing and marketing scientificallyproven 
functional food and sports nutrition technologies for the global functional food and sports nutrition sectors 
 
basis of preparation 
the group financial statements have been prepared in accordance with international financial reporting 
standards international accounting standards and interpretations collectively ifrs issued by the 
international accounting standards board iasb as adopted by the european union “adopted ifrs” and 
those parts of the companies act 2006 that are applicable to financial statements prepared in accordance 
with ifrs 
 
the company has elected to prepare its parent company financial statements in accordance with united 
kingdom generally accepted accounting practice “uk gaap” and these are set out on pages 55 to 59 
 
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 2012 
 
the following new amendment to ias24 was applied for the first time from 1 april 2011 
 
 ias 24 amended ‘related party disclosures’ 
 
the group has adopted all amendments published in ‘improvements to ifrss’ issued in may 2010 the 
adoption of the above amendment has not had any significant impact on the amounts reported in the group 
financial statements but may impact the disclosure of future transactions and arrangements 
 
the following new standards amendments to standards and interpretations have been issued but are not 
effective for the year ended 31 march 2012 the new standards amendments to standards and 
interpretations will be relevant to the group but have not been adopted early as the directors do not expect 
these standards and interpretations to have a material effect on the consolidated financial statements 
 
 ias 1 amended ‘financial statement presentation’ is effective from periods commencing on or after 1 
july 2012 
 ifrs 7 amended ‘financial instruments disclosures’ and ias 32 amended financial instruments 
presentation’ are effective from 1 january 2013 and 2014 respectively 
 ifrs 9 ‘financial instruments’ is effective from periods commencing on or after 1 january 2015 
 ifrs 10 ‘consolidated financial statements’ is effective from periods commencing on or after 1 january 
2013 
 ifrs 12 ‘disclosures of interests in other entities’ is effective from periods commencing on or after 1 
january 2013 
 ifrs 13 ‘fair value measurement’ is effective from periods commencing on or after 1 january 2013 
 ias 27 amended ‘separate financial statements’ is effective from periods commencing on or after 1 
january 2013 
 
there are a number of standards interpretations and amendments to published accounts not listed above 
which the directors consider not to be relevant to the group 
 
going concern 
the group’s business activities together with the factors likely to affect its future development are set out in 
the business overview on pages 8 to 13 the financial position of the group its cash flows and liquidity 
position are set out in the financial review on pages 6 and 7 in addition note 2 to the financial statements 
includes the group’s objectives policies and processes for managing its capital its financial risk 
management objectives details of its financial instruments and its exposure to credit and liquidity risk 
  notes to the consolidated financial statements continued 
 
provexis plc annual report and accounts 2012 26 
1 accounting policies continued 
going concern continued 
the group made a loss for the year attributable to owners of the parent of £3873215 2011 £1984206 
and expects to make a further loss during the year ending 31 march 2013 at 31 march 2012 the group had 
cash balances of £1447405 2011 £7551505 
 
the directors have prepared projected cash flow information for a period including twelve months from the 
date of approval of these financial statements and have reviewed this information as at the date of these 
financial statements  
 
the restructuring undertaken during the year ended 31 march 2012 as further set out in the financial 
review on pages 6 and 7 has resulted in an annualised reduction in cash burn of £115m the group is able 
to seek additional funds through future equity or debt financings and is currently in negotiations with the 
group’s bankers seeking to obtain an overdraft and asset finance facility 
 
the group has access to future equity or debt financings overdraft and asset financing facilities as potential 
additional sources of funding based on the level of existing cash projected income and expenditure and 
excluding the potential additional sources of funding the directors are satisfied that the company and the 
group have adequate resources to continue in business for the foreseeable future 
 
accordingly the going concern basis has been used in preparing the financial statements 
 
basis of consolidation 
subsidiaries are all entities including special purpose entities over which the group has the power to 
govern the financial and operating policies generally accompanying a shareholding of more than one half of 
the voting rights 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 provexis ibd limited and sis science in 
sport limited as if they formed a single entity the group all subsidiaries share the same reporting date 
31 march as provexis plc all intra group balances are eliminated in preparing the financial statements 
 
the purchase method of accounting is used to account for the acquisition of subsidiaries by the group the 
cost of an acquisition is measured as the fair value of the assets given equity instruments issued and 
liabilities incurred or assumed at the date of exchange 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 noncontrolling 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 the direct costs of acquisition are recognised immediately as an expense 
 
noncontrolling interest 
profit or loss and each component of other comprehensive income are attributed to the owners of the parent 
and to the noncontrolling interests total comprehensive income is attributed to the owners of the parent 
and the noncontrolling interests even if this results in the noncontrolling interests having a deficit balance 
 
revenue 
revenue comprises the fair value received or receivable for exclusivity arrangements collaboration 
agreements royalties and sales net of sales rebates and excluding vat and trade discounts 
 
the accounting policies for the principal revenue streams of the group are as follows 
 
i exclusivity arrangements and collaboration agreements are recognised as revenue in the accounting 
period in which the related services or required activities are performed or specified conditions are fulfilled 
in accordance with the terms of completion of the specific transaction 
 
ii royalty income relating to the sale by a licensee of licensed product is recognised on an accruals basis in 
accordance with the substance of the relevant agreement and based on the receipt from the licensee of the 
relevant information to enable calculation of the royalty due 
   notes to the consolidated financial statements continued 
 
provexis plc annual report and accounts 2012 27 
1 accounting policies continued 
revenue continued 
iii sales are recorded net of value added tax when the significant risks and rewards of ownership have 
been transferred to the buyer in accordance with customer terms this is normally when goods are 
dispatched to export customers and when the goods are delivered for uk customers sales rebates and 
discount reserves are established based on management’s best estimate of the amounts necessary to meet 
claims by the group’s customers in respect of these rebates and discounts the provision is made at the 
time of sale and released if unutilised after assessment that the likelihood of such a claim being made has 
become remote 
 
segment reporting 
the group determines and presents operating segments based on the information that internally is provided 
to the executive committee of the board of directors which is the group’s ‘chief operating decision maker’ 
“codm” 
an operating segment is a component of the group that engages in business activities from which it may 
earn revenues and incur expenses including revenues and expenses that relate to transactions with any of 
the group’s other components an operating segment’s operating results are reviewed regularly by the 
codm to make decisions about resources to be allocated to the segment and assess its performance and 
for which discrete financial information is available 
 
segment results that are reported to the group board include items directly attributable to a segment as well 
as those that can be allocated on a reasonable basis  
 
segment capital expenditure is the total cost incurred during the period to acquire property plant and 
equipment and intangible assets 
 
exceptional items 
exceptional items are those material items which by virtue of their size or incidence are presented 
separately in the statement of comprehensive income to give a full understanding of the group’s financial 
performance transactions which may give rise to exceptional items include the restructuring of business 
activities and acquisitions further details of exceptional items are set out on the face of the statement of 
comprehensive income and in the related notes  
 
use of nongaap profit measure – underlying operating profit 
the directors believe that the operating loss before amortisation and impairment of acquired intangibles 
share based payments and exceptional items measure provides additional useful information for 
shareholders on underlying trends and performance this measure is used for internal performance analysis 
underlying operating loss is not defined by ifrs and therefore may not be directly comparable with other 
companies’ adjusted profit measures it is not intended to be a substitute for or superior to ifrs 
measurements of profit 
 
leased assets 
leases which contain terms whereby the group does not assume substantially all the risks and rewards 
incidental to ownership of the leased item are classified as operating leases operating lease rentals are 
charged to the statement of comprehensive income on a straight line basis over the lease term the group 
does not hold any assets under finance leases 
 
intangible assets 
goodwill 
goodwill represents the excess of the cost of an acquisition over the fair value of the group’s share of the 
identifiable net assets acquired goodwill on acquisition of subsidiaries is included in ‘intangible assets’ 
separately recognised goodwill is tested annually for impairment and carried at cost less accumulated 
impairment losses  
 
an impairment loss is recognised within administrative expenses in the consolidated statement of 
comprehensive income for the amount by which the asset’s carrying amount exceeds its recoverable 
amount for the purposes of assessing impairment assets are grouped into cash generating units ‘cgu’ 
being the lowest levels for which there are separately identifiable cash flows the recoverable amount of a 
cgu is the higher of a cgu’s fair value less costs to sell and value in use 
 
impairment losses on goodwill are not reversed   notes to the consolidated financial statements continued 
 
provexis plc annual report and accounts 2012 28 
1 accounting policies continued 
intangible assets continued 
research and development 
certain group products are in the research phase and others are in the development phase expenditure 
incurred on the development of internally generated products is capitalised if it can be demonstrated that 
 
● it is technically feasible to develop the product for it to be sold 
● adequate resources are available to complete the development 
● there is an intention to complete and sell the product 
● the group is able to sell the product 
● sale of the product will generate future economic benefits and 
● expenditure on the project can be measured reliably 
 
the value of the capitalised development cost is assessed for impairment annually the value is written 
down immediately if impairment has occurred development costs are not being amortised as income has 
not yet been realised from the underlying technology  
 
development expenditure not satisfying the above criteria and expenditure on the research phase of 
internal projects is recognised in the statement of comprehensive income as incurred 
 
patents and trademarks 
the costs incurred in establishing patents and trademarks are either expensed or capitalised in accordance 
with the corresponding treatment of the development expenditure for the product to which they relate 
 
externally acquired intangible assets 
externally acquired intangible assets are initially recognised at cost and subsequently amortised on a 
straightline basis over their useful economic lives 
 
intangible assets are recognised on business combinations if they are separable from the acquired entity or 
give rise to other contractuallegal rights the amounts ascribed to such intangibles are arrived at by using 
appropriate valuation techniques 
 
inprocess research and development programmes acquired in such combinations are recognised as an 
asset even if subsequent expenditure is written off because the criteria specified in the policy for research 
and development costs above are not met 
 
the significant intangibles recognised by the group their useful economic lives and the methods used to 
determine the cost of intangibles acquired in a business combination are as follows 
 
intangible asset useful economic life valuation method 
trademarks 95 relief from royalty rate method 
patents  recipes  formulations 45 to 95 relief from royalty rate method 
covenants not to compete 30 comparative business valuation 
customer relationships 95 multiperiod excess earnings method 
 
noncurrent assets held for sale and disposal groups 
noncurrent assets and disposal groups are classified as held for sale when 
 they are available for immediate sale 
 management is committed to a plan to sell 
 it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn 
 an active programme to locate a buyer has been initiated 
 the asset or disposal group is being marketed at a reasonable price in relation to its fair value and 
 a sale is expected to complete within 12 months from the date of classification 
 
noncurrent assets and disposal groups classified as held for sale are measured at the lower of 
 their carrying amount immediately prior to being classified as held for sale in accordance with the groups 
accounting policy and 
 fair value less costs to sell 
   notes to the consolidated financial statements continued 
 
provexis plc annual report and accounts 2012 29 
1 accounting policies continued 
noncurrent assets held for sale and disposal groups continued 
following their classification as held for sale noncurrent assets including those in a disposal group are not 
depreciated 
 
the results of operations disposed during the year are included in the consolidated statement of 
comprehensive income 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 is a 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 in the consolidated statement of comprehensive income as a single 
line which comprises the posttax profit or loss of the discontinued operation along with the posttax gain or 
loss recognised on the remeasurement to fair value less costs to sell or on disposal of the assets or disposal 
groups constituting discontinued operations 
 
plant and equipment 
plant and machinery fixtures fittings and computer equipment and laboratory equipment are stated at cost 
less accumulated depreciation and any accumulated impairment losses cost includes expenditure that is 
directly attributable to the acquisition of the items depreciation is charged to the statement of 
comprehensive income on all plant and equipment at rates calculated to write off the cost or valuation less 
estimated residual value of each asset on a straight line basis over their estimated useful lives which is 
 
 between 3 and 8 years for motor vehicles plant and machinery fixtures fittings and computer 
equipment and 
 5 years for laboratory equipment 
 
leasehold improvements are depreciated on a straight line basis over the unexpired portion of the lease 
 
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 
 
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 
 
goodwill is allocated to cashgenerating units ‘cgu’ for the purpose of impairment testing to the extent that 
it is possible to allocate goodwill to a cgu on a nonarbitrary basis a cgu is identified at the lowest 
aggregation of assets that generate largely independent cash inflows and that which is looked at by 
management for monitoring and managing the business 
 
if the recoverable amount of an asset is estimated to be less than its carrying amount the carrying amount of 
the asset is reduced to its recoverable amount an impairment loss is recognised immediately in the 
statement of comprehensive income unless the relevant asset is carried at a revalued amount in which 
case the impairment loss is treated as a revaluation decrease 
 
where an impairment loss subsequently reverses the carrying amount of the asset is increased to the 
revised estimate of its recoverable amount but so that the increased carrying amount does not exceed the 
carrying amount that would have been determined had no impairment loss been recognised for the asset in 
prior periods a reversal of an impairment loss is recognised immediately in the statement of comprehensive 
income unless the relevant asset is carried at a revalued amount in which case the reversal of the 
impairment loss is treated as a revaluation increase impairment losses on goodwill are not reversed 
 
the gain or loss arising on the disposal of an asset is determined as the difference between the disposal 
proceeds and the carrying amount of the asset and is recognised in the income statement 
   notes to the consolidated financial statements continued 
 
provexis plc annual report and accounts 2012 30 
1 accounting policies continued 
inventories 
inventories are stated at the lower of cost and net realisable value cost is calculated as follows 
raw materials  cost of purchase on first in first out basis 
work in progress and finished goods  cost of raw materials and labour together with attributable overheads 
based on the normal level of activity 
 
net realisable value is based on estimated selling price less further costs to completion and disposal a 
charge is made to the income statement for slow moving inventories the charge is reviewed at each 
balance sheet date 
 
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’ these are recognised initially at fair 
value and subsequently at amortised cost 
 
cash and cash equivalents 
cash and cash equivalents comprise cash at bank and in hand 
 
government grants 
government grants are recognised when there is reasonable assurance that the grant will be received and 
the group will comply with all attached conditions government grants are recognised in the statement of 
comprehensive income in the same period to which the costs that they are intended to compensate are 
expensed 
 
taxation 
current tax is provided at amounts expected to be recovered or to be paid using the tax rates and tax laws 
that have been enacted or substantively enacted at the balance sheet date when research and 
development tax credits are claimed they are recognised on an accruals basis and are included as a taxation 
credit 
 
deferred tax assets and liabilities are recognised where the carrying amount of an asset or liability on the 
balance sheet differs from its tax base except for differences arising on 
 
 the initial recognition of goodwill 
 the initial recognition of an asset or liability in a transaction which is not a business combination and at 
the time of the transaction affects neither accounting or taxable profit and 
 investments in subsidiaries where the group is able to control the timing of the reversal of the difference 
and it is probable that the difference will not reverse in the foreseeable future 
 
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 
   notes to the consolidated financial statements continued 
 
provexis plc annual report and accounts 2012 31 
1 accounting policies continued 
foreign currency translation 
foreign currency transactions are translated into the functional currency using the exchange rates prevailing 
at the dates of the transactions foreign exchange gains and losses resulting from the settlement of such 
transactions and from the translation at period end exchange rates of monetary assets and liabilities 
denominated in foreign currencies are recognised in the statement of comprehensive income 
 
employee benefits 
i defined contribution plans 
the group provides retirement benefits to all employees and executive directors the assets of these 
schemes are held separately from those of the group in independently administered funds contributions 
made by the group are charged to the statement of comprehensive income in the period in which they 
become payable 
 
ii accrued holiday pay 
provision has been made at the balance sheet date for holidays accrued but not taken at the salary of the 
relevant employee at that date 
 
iii sharebased payment transactions 
the group operates an equitysettled sharebased compensation plan vesting conditions are service 
conditions and performance conditions only where share options are awarded to employees and others 
providing similar services the fair value of the options at the date of grant is charged to the statement of 
comprehensive income over the vesting period 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 
market related terms and conditions of options are modified before they vest the change in the fair value of 
the options measured immediately before and after the modification is also charged to the statement of 
comprehensive income over the remaining vesting period if nonmarket related terms and conditions of 
options are modified before they vest the number of instruments expected to vest at each balance sheet 
date and therefore the cumulative charge is therefore amended accordingly where equity instruments are 
granted to persons other than employees and others providing similar services the statement of 
comprehensive income is charged with the fair value of goods and services received 
 
the proceeds received when options are exercised net of any directly attributable transaction costs are 
credited to share capital nominal value and the remaining balance to share premium 
 
national insurance on share options 
all employee option holders sign statements that they will be liable for any employers national insurance 
arising on the exercise of share options 
 
interest income 
interest income is recognised on a timeproportion basis using the effective interest rate method 
 
warrants 
the group has issued warrants to darwin strategic limited as part of the equity financing facility these 
warrants have been measured at fair value at the date of grant using an appropriate options pricing model 
this fair value has been held on the balance sheet within prepayments and in the warrants reserve within 
equity the prepayment will be released against share premium as the equity financing facility is utilised the 
warrants reserve will be released to share premium when the warrants are exercised if the warrants lapse or 
are cancelled then the reserve is transferred to retained earnings  
 
   notes to the consolidated financial statements continued 
 
provexis plc annual report and accounts 2012 32 
1 accounting policies continued 
critical accounting estimates and judgements 
the preparation of financial statements in conformity with ifrss requires the use of certain critical 
accounting estimates and assumptions that affect the reported amounts of assets and liabilities at the date of 
the financial statements and the reported amounts of revenues and expenses during the reporting period  
 
estimates and judgements are continually made and are based on historic experience and other factors 
including expectations of future events that are believed to be reasonable in the circumstances 
 
as the use of estimates is inherent in financial reporting actual results could differ from these estimates the 
directors believe the following to be the key areas of estimation and judgement 
 
i research and development 
under ias 38 intangible assets development expenditure which meets the recognition criteria of the 
standard must be capitalised and amortised over the useful economic lives of intangible assets from product 
launch the directors consider that the criteria to capitalise development expenditure were met in 2007 for 
one of the group’s products and have continued to be met since 
 
ii sharebased payments 
the group operates an equitysettled sharebased compensation plan the charge for sharebased 
payments is determined based on the fair value of awards at the date of grant partly by use of the black
scholes pricing model which require judgements to be made regarding expected volatility dividend yield risk 
free rates of return and expected option lives the inputs used in these pricing models to calculate the fair 
values are set out in note 20 an element of the sharebased payment charge also relies on certain 
assumptions over the future performance of the share price which may not be met or may be exceeded by 
the time the relevant awards vest 
 
iii goodwill and impairment 
the recoverable amount of goodwill is determined based on value in use calculations of the cashgenerating 
units to which it relates further detail on key assumptions including growth rates discount rates and the 
time period of these value in use calculations is given in note 12 on page 42 
 
iv fair value of identifiable net assets acquired 
upon acquisition of a business its identifiable assets and liabilities are assessed to determine their fair 
value the values attributed to assets and liabilities as part of this process are where appropriate based on 
market values identified for equivalent assets together with management’s experience and assessments 
including comparison to the carrying value of assets of a similar condition and age in the existing business 
 
v valuation of inventories 
inventories are valued at the lower of cost and net realisable value cost comprises direct materials labour 
and where appropriate overheads that have been incurred in bringing the inventory to its present location 
and condition net realisable value is the estimated selling price in the ordinary course of business less the 
estimated costs of completion and selling expenses 
 
vi useful economic lives of intangible and tangible assets 
in relation to the group’s finite life intangible assets and property plant and equipment useful economic lives 
and residual values of assets have been established using historical experience and an assessment of the 
nature of the assets involved assets are assessed on an ongoing basis to determine whether circumstances 
exist that could lead to potential impairment of the carrying value of such assets 
 
   notes to the consolidated financial statements continued 
 
provexis plc annual report and accounts 2012 33 
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 
 
the group incurred minimal expenditure in foreign currencies during the year and the prior year and 
consequently there is no material exposure to foreign currency rate risk 
 
cash flow and fair value interest rate risk 
the group’s interest rate risk arises from medium term and short term money market deposits deposits 
which earn variable rates of interest expose the group to cash flow interest rate risk deposits at fixed rates 
expose the group to fair value interest rate risk 
 
the group analyses its interest rate exposure on a dynamic basis throughout the year  
 
b credit risk 
credit risk arises from cash and cash equivalents and deposits with banks and financial institutions as well 
as credit exposure in relation to outstanding receivables group policy is to place deposits with institutions 
with investment grade a2 or better moody’s credit rating and deposits are made in sterling only the group 
does not expect any losses from 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 statement of financial position date of £1541839 2011 
£563190 as disclosed in note 17 on page 46 
 
22 capital risk management 
the group considers its capital to comprise its ordinary share capital share premium warrant reserve 
merger reserve and accumulated retained earnings as disclosed in the consolidated statement of financial 
position on page 22 
 
the group remains funded primarily by equity capital 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 
  notes to the consolidated financial statements continued 
 
provexis plc annual report and accounts 2012 34 
3 segmental reporting 
the group’s reporting segments are determined based on the group’s internal reporting to the chief 
operating decision maker codm the codm has been determined to be the executive committee of the 
board of directors as it is primarily responsible for the allocation of resources to segments and the 
assessment of performance of the segments  
 
the codm uses underlying operating profitloss as reviewed at monthly executive committee meetings 
as the key measure of the segments’ results as it reflects the segments’ underlying trading performance for 
the financial period under evaluation  
 
underlying operating profitloss is a consistent measure within the group which measures the performance 
of each segment before goodwill and acquired intangible asset amortisation and impairment share based 
payment charges restructuring charges and acquisition costs arising from acquisitions 
 
segment assets include items directly attributable to a segment as well as those that can be allocated on a 
reasonable basis 
 
the segment results the reconciliation of the segment measures to the respective statutory items included in 
the group statement of comprehensive income and the segment assets and liabilities are as follows 
 
 
 
all operations and assets are based in the uk there were no intersegment sales or transfers for the period 
 
revenues from one customer total £406884 2011 £nil this major customer purchases goods from the 
sis segment 
 
the segments identified include the following 
 provexis being the development and marketing of health based nutritional products and 
 sis being the development and marketing of sports based nutritional products 
 
comparatives have not been displayed since the group had only one operating segment prior to the 
acquisition of sis® 
 
year ended 31 march 2012 provexis sis group 
 £ £ £ 
revenue 5779 3472083 3477862 
underlying operating loss 1954680 225682 2180362 
intangible asset amortisation and impairment charges 1179352 211286 1390638 
costs of sis acquisition expensed 153163  153163 
restructuring costs 205746 258767 464513 
sga costs  sharebased payment charges 141461   141461 
loss from operations 3634402 695735 4330137 
net finance income 46853  742 46111 
loss before taxation 3587549 696477 4284026 
    
additions to noncurrent assets 85175 7249144  7334319 
    
reportable segment assets 4503878  8911052  13414930 
    
reportable segment liabilities 355755 1760289 2116044 
external revenue by location of customers 2012 2011 
 £ £ 
uk 3085147 50086 
europe 338634  
rest of the world 54081  
revenue 3477862 50086  notes to the consolidated financial statements continued 
 
provexis plc annual report and accounts 2012 35 
4 loss from operations 
 year ended 
31 march 
2012 
year ended 
31 march 
2011 
 £ £ 
loss from operations is stated after charging   
   
depreciation of plant and equipment 89360 28697 
amortisation and impairment of intangible assets 1390638  
research and development costs 761457 1250915 
foreign exchange losses 2414 19 
costs of acquisition 153163  
restructuring costs 464513  
loss on disposal of intangible assets 9872  
profit on disposal of property plant and equipment 3631  
changes in inventories of finished goods and work in progress 42239  
ukti trde rd grant income 3000  
operating lease costs  land and buildings 222441 120543 
equitysettled share based payment expense 141461 69069 
defined contribution pension expense 42434 37370 
 
restructuring costs of £205746 were incurred as part of the suspension of work on the crohn’s disease trial 
and the cardiovascular inflammation project and the closure of the liverpool facility 
 
restructuring and rebranding costs of a further £258767 have been incurred as part of the reorganisation 
and rebranding of the sis® business since acquisition 
 
 
the total fees of the group’s auditor bdo llp for services provided are analysed below 
 
 year ended 
31 march  
2012 
year ended 
31 march 
2011 
 £ £ 
audit services   
parent company 28000 14000 
subsidiaries 46500 27500 
tax services – compliance   
parent company 4000 4000 
subsidiaries 12500 10600 
other services   
tax advisory services  700 
parent company  share option scheme advice 15000  
review of interim statement 7000 5000 
corporate finance  due diligence 25000 7000 
   
total fees 138000 68800 
 
  notes to the consolidated financial statements continued 
 
provexis plc annual report and accounts 2012 36 
5 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  
2012 
year ended 
31 march 
2011 
   
sales staff 5  
manufacturing staff 8  
administrative staff 12 1 
research and development staff 7 8 
directors 4 6 
 36 15 
 
their aggregate emoluments were 
  year ended 
 31 march  
2012 
year ended 
31 march 
2011 
 £ £ 
   
wages and salaries 1736465 953287 
social security costs 191772 102944 
other pension and insurance benefits costs 69205 48089 
total cash settled emoluments 1997442 1104320 
accrued holiday pay 42498 13429 
sharebased payment remuneration charge equity settled 141461 69069 
total emoluments 2181401 1186818 
 
6 directors’ remuneration 
  year ended 
 31 march 
2012 
year ended 
31 march 
2011 
 £ £ 
directors   
aggregate emoluments 495223 594299 
compensation for loss of office 91250   
company pension contributions 22309 20695 
 608782 614994 
share based payment remuneration charge equity settled 102212 39847 
total directors’ emoluments 710994 654841 
 
emoluments disclosed above include the following amounts in respect of the highest paid director 
 
  year ended 
 31 march 
2012 
year ended 
31 march 
2011 
 £ £ 
   
aggregate emoluments 188191 246985 
company pension contributions 9362 8832 
share based payment remuneration charge equity settled 69504 15857 
total of the highest paid director’s emoluments 267057 271674 
 
during the year four directors 2011 three directors participated in defined contribution pension schemes 
 
directors’ emoluments include amounts attributable to benefits in kind comprising private medical insurance 
on which the directors are assessed for tax purposes the amounts attributable to benefits in kind are stated 
at cost to the group which is also the tax value of the attributable benefits 
 
further details of directors’ emoluments are included in the remuneration report on pages 14 to 18 
   notes to the consolidated financial statements continued 
 
provexis plc annual report and accounts 2012 37 
7 finance income 
  year ended 
 31 march 
2012 
year ended 
31 march 
2011 
 £ £ 
   
bank interest receivable 46111 133439 
 46111 133439 
 
8 taxation 
 
 
 
year ended 
31 march 
2012 
year ended 
31 march 
2011 
 £ £ 
current tax income   
united kingdom corporation tax research and development credit 150000 150000 
adjustment in respect of prior period   
united kingdom corporation tax research and development credit  71218 
total current tax income 150000 221218 
deferred tax   
origination and reversal of temporary differences 178538  
tax on loss for the year 328538 221218 
 
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 
2012 
year ended 
31 march 
2011 
 £ £ 
   
loss before tax 4284026 2341883 
   
loss before tax multiplied by the 
standard rate of corporation tax in the uk of 26 2011 28 
 
1113846 
 
655727 
effects of   
expenses not deductible for tax purposes 343565 12435 
difference between depreciation and capital allowances 19432 8005 
other shortterm timing differences 37930 21718 
unutilised tax losses and other deductions arising in the year 479391 508496 
additional deduction for rd expenditure 221808 178917 
surrender of tax losses for rd tax credit refund 150000 150000 
adjustments in respect of prior years  71218 
effect of rate change 15662  
total tax credit for the year 328538 221218 
 
at 31 march 2012 the group uk tax losses to be carried forward are estimated to be £16504434 
2011 £14488679 
 
the 2010 budget announced that the main rate of uk corporation tax was to be reduced from 28 to 24 
between 2011 and 2014 further reductions were announced in the 2011 and 2012 budgets so that the 
main rate of corporation tax was reduced to 26 from 1 april 2011 to 24 from 1 april 2012 and with more 
reductions planned to reduce the main rate to 22 by 1 april 2014 
 
the rate change from 26 to 24 had been substantively enacted by the balance sheet date so deferred 
tax is provided for at a rate of 24 
 
the other proposed changes had not been substantively enacted by the balance sheet date and it is not yet 
possible to quantify the full effect of the announced further 2 rate reduction although this will further reduce 
the company’s future current tax charges and reduce the deferred tax assets accordingly  notes to the consolidated financial statements continued 
 
provexis plc annual report and accounts 2012 38 
8 taxation continued 
 
income tax asset receivable within one year 31 march 
2012 
31 march 
2011 
 £ £ 
   
corporation tax recoverable 300000 271220 
 300000 271220 
 
9 loss per share 
basic and diluted loss per share amounts are calculated by dividing the loss attributable to owners of the 
parent by the weighted average number of ordinary shares in issue during the period 
 
there are 94071648 share options in issue 2011 62471648 that are all currently antidilutive and have 
therefore been excluded from the calculations of the diluted loss per share 
 
basic and diluted loss per share amounts are in respect of all activities 
 
 year ended  year ended  
 31 march 31 march 
 2012  2011  
     
loss for the year attributable to owners of the parent  £ 3873215 1984206 
   
weighted average number of shares 1398837335 1150836614 
   
basic and diluted loss per share – pence 028 017 
 
   notes to the consolidated financial statements continued 
 
provexis plc annual report and accounts 2012 39 
10 acquisition 
as part of the group’s strategy to grow through acquisition on 24 june 2011 the group acquired 100 of 
the share capital of sis science in sport limited a company which manufactures and sells sports nutrition 
products the principal reason for this acquisition is that it provides immediate revenue and cash flow to the 
group and diversifies the group’s business model from its existing longerterm technology development and 
licensing model the group believes it can use its management and technical capabilities to support growth 
in the sis business in the areas of product development scientific and regulatory expertise and expertise in 
the sports nutrition sector 
 
the purchase has been accounted for under the acquisition method of accounting 
 
the group has identified the fair values of the assets acquired and liabilities assumed including the separate 
identification of intangible assets in accordance with ifrs 3 ‘business combinations’ this formal process 
involves an assessment of the assets acquired and liabilities assumed with assistance provided by external 
valuation specialists where appropriate the assessment period remains open up to a maximum of 12 
months from the relevant acquisition date as at 31 march 2012 the assessment was not complete and 
accordingly the fair values presented are provisional 
 
adjustments are made to the assets acquired and liabilities assumed during the assessment period to the 
extent that further information and knowledge come to light that more accurately reflect conditions at the 
acquisition date 
 
the consideration paid or payable in respect of the acquisition comprises the amount paid on completion and 
an amount held in escrow which is contingent on certain warranties and indemnities being satisfied and has 
been allocated against the identified net assets with the balance recorded as goodwill transaction costs 
and expenses such as professional fees are charged to the statement of comprehensive income 
 
goodwill arose on the acquisition of sis® because the cost of the combination included amounts in relation 
to the benefit of expected synergies revenue growth future market development and the assembled 
workforce of sis® these benefits are not recognised separately from goodwill because they do not meet 
the recognition criteria for identifiable intangible assets a summary of the effect of the acquisition is detailed 
below 
 
 
book value 
at 
acquisition  
provisional 
fair value 
adjustments  
fair value 
 
 £ £ £ 
website costs capitalised 16201  16201 
trademarks  1004029 1004029 
patents  recipes  formulations  180886 180886 
covenants not to compete  22480 22480 
customer relationships  1228696 1228696 
property plant and equipment 140155  140155 
inventories 711010 33000 678010 
trade and other receivables 809444  809444 
net cash 213964  213964 
trade and other payables 658223  658223 
tax and deferred tax 67267 584662 651929 
 1165284 1818429 2983713 
goodwill   4376888 
consideration   7360601 
satisfied by    
cash consideration 6750000  6750000 
noncash consideration issue of shares 1000000 639399 360601 
cash consideration held in escrow 250000  250000 
 8000000 639399 7360601 
net cash acquired   213964 
transaction costs and expenses   153163 
total expected net cost of acquisition   7299800  notes to the consolidated financial statements continued 
 
provexis plc annual report and accounts 2012 40 
10 acquisition continued 
 
   
fair value 
£ 
the net cash outflow in the period in respect of 
acquisitions comprised 
   
cash consideration   6750000 
net cash acquired   213964 
consideration held in escrow   250000 
net cash outflow in respect of acquisitions   6786036 
acquisition related costs recognised as an expense   153163 
total cash outflow in respect of acquisitions   6939199 
 
in accordance with ifrs 3 business combinations revised 2008 the fair value adjustment to consideration 
paid in shares is based on the difference between the share price at the date on which the company 
obtained control of sis and the price determined in the sale and purchase agreement for calculating the 
number of shares to be issued to the vendors 
 
the acquisition made during the year to 31 march 2012 contributed £35m to the group’s revenue and a 
£07m operating loss to the group’s loss from operations 
 
the estimated contribution of science in sport to the results of the group as if the acquisition had been 
made at the beginning of the year is as follows 
 
   £ 
revenue   4977156 
underlying operating loss before amortisation 
exceptional restructuring and acquisition related costs 
  43014 
loss from operations   576442  notes to the consolidated financial statements continued 
 
provexis plc annual report and accounts 2012 41 
11 intangible assets 
 
 goodwill development 
costs 
trademarks patents  
recipes  
formulations 
covenants 
not to 
compete 
customer 
relationships 
website 
development 
costs 
total 
 
 £ £ £     £ 
cost         
at 1 april 2011 7265277 75892      7341169 
acquisitions 4376888  1004029  180886  22480  1228696  16201 6829180 
additions  56729     5627 62356 
disposals       12314 12314 
at 31 march 2012 11642165 132621 1004029  180886  22480  1228696  9514 14220391 
         
amortisation and 
impairment 
        
at 1 april 2011 3462592       3462592 
charge for year 1140806 38546 81027  20696  5745  99158  4660 1390638 
disposals       2442 2442 
at 31 march 2012 4603398 38546 81027  20696  5745  99158  2218 4850788 
         
net book value         
at 31 march 2012 7038767 94075 923002  160190  16735  1129538  7296 9369603 
at 31 march 2011 3802685 75892      3878577 
         
         
cost         
at 1 april 2010 7265277 57933      7323210 
additions   17959      17959 
at 31 march 2011 7265277 75892      7341169 
         
amortisation and 
impairment 
        
at 1 april 2010 3462592       3462592 
at 31 march 2011 3462592       3462592 
         
net book value         
at 31 march 2011 3802685 75892      3878577 
at 31 march 2010 3802685 57933      3860618 
 
 
development costs represent costs incurred in registering patents that meet the capitalisation criteria set out 
in ias 38 see also note 1 
 
further detail on the components of acquisition intangibles is provided in note 10 on page 39 
  notes to the consolidated financial statements continued 
 
provexis plc annual report and accounts 2012 42 
12 goodwill and impairment 
goodwill arising on consolidation represents the excess of the cost of an acquisition over the fair value of the 
group’s share of the net assets of the acquired subsidiary at the date of acquisition the carrying amount of 
goodwill is allocated to the cash generating units cgus as follows 
 
 goodwill carrying amount 
 2012 2011 
 £ £ 
provexis 2661879 3802685 
sis 4376888  
 7038767 3802685 
 
during the year the group took the decision to halt the crohn’s disease trial and suspend other activity 
related to the nsp3g technology the group has fully impaired the goodwill relating to the crohn’s disease 
cgu given the uncertainty regarding the future cash flows of the cgu resulting in a noncash goodwill 
impairment charge for the year of £1140806 within the provexis cgu 
 
the directors have concluded that no other indication of impairment to goodwill exists because the results of 
sis® have been in line with budget since acquisition and the alliance partners have made good progress 
with fruitflow® 
 
goodwill arising on business combinations is not amortised but is reviewed for impairment on an annual 
basis or more frequently if there are indications that goodwill may be impaired 
 
the recoverable amount of goodwill is determined based on value in use calculations of the cashgenerating 
units to which it has been allocated 
 
the major assumptions used in value in use calculations are as follows 
 
2012 provexis sis 
   
pretax discount rate 158 13 
growth rate 2 10 
growth rate in perpetuity 0 3 
 
 the growth rate for cash flows from operating activities applies only to the period beyond the formal 
budgeted period with the value in use calculation based on an extrapolation of the budgeted cash flows for 
year seven for provexis and year three for sis 
 
the key assumptions for the value in use calculations are those regarding discount rates and growth rates 
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 growth rates are based on 
information received from commercial partners and market intelligence reports on expectations of future 
changes in the market the growth rate used in provexis is below the longterm growth rate for the 
nutraceuticals industry the growth rate used in sis is higher than the longterm growth rate for the sports 
nutrition market because the directors believe they can gain market share 
 
the directors believe that it is appropriate to use internally approved forecasts for a period of more than the 
5 years recommended by ifrs as they consider this will give a more accurate estimate of the likely growth 
patterns in the early stages of the product’s life and better reflect the growth of the sports nutrition market 
than the application of a single growth rate 
 
the values used in the group’s internal forecasts reflect anticipated market developments following 
discussions with prospective customers and suppliers an element of the risk inherent in the forecast income 
streams which remain subject to contracts being agreed with prospective customers has been incorporated 
in the group’s pretax cash flow projections and discount rates 
 
the pretax discount rate is based on a number of factors including the riskfree rate in the uk the groups 
estimated market risk premium and a premium to reflect the inherent risk of the forecast income streams 
included in the group’s cash flow projections which remain subject to contracts being agreed with 
prospective customers 
   notes to the consolidated financial statements continued 
 
provexis plc annual report and accounts 2012 43 
12 goodwill and impairment continued 
the results of the value in use calculations for the cgus are as follows 
 
 provexis exceeds its carrying amount by £971516 2011 £5796075 
 sis exceeds its carrying amount by £442581 2011 £nil 
 
if any one of the following changes were made to the above key assumptions the carrying amount and 
recoverable amount would be equal 
 
2012 provexis sis 
   
pretax discount rate increase from 158 to 184 increase from 130 to 135 
growth rate not sensitive reduction from 100 to 83 
growth rate in perpetuity not sensitive reduction from 3 to 20 
 
the sis business was acquired during the year and therefore the sensitivity of the key assumptions and 
headroom by which the value in use calculations exceeds the carrying amount of the cgu reflects the fact 
that there has been limited time to increase the value of the business beyond the acquisition price 
  notes to the consolidated financial statements continued 
 
provexis plc annual report and accounts 2012 44 
13 plant and equipment 
 leasehold 
improvements 
fixtures 
fittings 
plant and 
equipment 
laboratory 
equipment 
motor 
vehicles 
total 
 
 £ £ £ £ £ 
cost      
at 1 april 2011  64598 128242  192840 
acquisitions  127120  13035 140155 
additions 219247 220834 18903  458984 
disposals  2157  1508 3665 
at 31 march 2012 219247 410395 147145 11527 788314 
      
depreciation      
at 1 april 2011  47069 56002  103071 
charge for the year 10706 44669 28268 5717 89360 
disposals  1039  1508 2547 
at 31 march 2012 10706 90699 84270 4209 189884 
      
net book value      
at 31 march 2012 208541 319696 62875 7318 598430 
at 31 march 2011  17529 72240  89769 
 
 
 leasehold 
improvements 
fixtures 
fittings 
plant and 
equipment 
laboratory 
equipment 
motor 
vehicles 
total 
 
 £ £ £ £ £ 
cost      
at 1 april 2010  49784 85967  135751 
additions  15010 42275  57285 
disposals  196   196 
at 31 march 2011  64598 128242  192840 
      
depreciation      
at 1 april 2010  39251 35318  74569 
charge for the year  8014 20684  28698 
disposals  196   196 
at 31 march 2011  47069 56002  103071 
      
net book value      
at 31 march 2011  17529 72240  89769 
at 31 march 2010  10533 50649  61182 
 
  notes to the consolidated financial statements continued 
 
provexis plc annual report and accounts 2012 45 
14 inventories 
 
31 march 
2012 
31 march 
2011 
 £ £ 
   
raw materials 351744  
finished goods 284027  
 635771  
 
there is £61103 included within inventories in relation to assets held at fair value less costs to sell acquired 
with sis during the year inventories of £1252233 were recognised as an expense within cost of sales 
 
15 trade and other receivables 
 
31 march 
2012 
31 march 
2011 
 £ £ 
   
amounts receivable within one year   
trade receivables 600649 48708 
less provision for impairment of trade receivables 32101  
trade receivables  net 568548 48708 
other receivables 178571 39862 
total financial assets other than cash and cash equivalents classified 
as loans and receivables 
747119 88570 
prepayments and accrued income 187654 164679 
total trade and other receivables 934773 253249 
 
trade receivables represent debts due for the sale of goods to customers the provision for impairment of 
receivables is estimated by the group’s management based on prior experience 
 
the balance at 31 march 2012 of £934773 is £682524 greater than the prior year due predominantly to the 
incorporation of sis net trade receivables of £568548 
 
trade receivables are denominated in sterling the directors consider that the carrying amount of these 
receivables approximates to their fair value trade and other receivables are categorised as loans and 
receivables under ias 39 
 
all amounts shown under receivables fall due for payment within one year 
 
at 31 march 2012 £476551 march 2011 £nil of trade receivables had been sold to a provider of invoice 
discounting and debt factoring services the group is committed to underwrite any of the debts transferred 
and therefore continues to recognise the debts sold within trade receivables until the debtors repay or 
default  
 
the group does not hold any collateral as security 
 
as at 31 march 2012 trade receivables of £154902 2011 £48708 were past due but not impaired they 
relate to customers with no default history the ageing analysis of these receivables is as follows 
 
 
31 march 
2012 
31 march 
2011 
 £ £ 
   
up to 3 months 154902 48708 
 154902 48708 
 
as at 31 march 2012 trade receivables of £32101 2011 £nil were past due and impaired the amount of 
the provision as at 31 march was £32101 2011 £nil 
   notes to the consolidated financial statements continued 
 
provexis plc annual report and accounts 2012 46 
15 trade and other receivables continued 
movements on the group provision for impairment of trade receivables are as follows 
 
 
31 march 
2012 
31 march 
2011 
 £ £ 
   
at beginning of the year   
provided during the year 32101  
receivable written off during the year as uncollectible   
unused amounts reversed   
 32101  
 
the movement on the provision for impaired receivables has been included in administrative expenses in the 
consolidated statement of comprehensive income 
 
other classes of financial assets included within trade and other receivables do not contain impaired assets 
 
16 cash and cash equivalents 
 
31 march  
2012 
31 march 
2011 
 £ £ 
   
cash at bank and in hand 1447405 7551505 
 1447405 7551505 
 
17 trade and other payables 
 
31 march 
2012 
31 march 
2011 
 £ £ 
   
trade payables 894535 91529 
other payables 43341  
accruals 513377 409285 
total financial liabilities measured at amortised cost 1451253  500814  
other taxes and social security 90586 62376 
total trade and other payables 1541839 563190 
 
the directors consider that the carrying amount of these liabilities approximates to their fair value 
 
all amounts shown fall due within one year 
 
18 deferred tax 
deferred tax is calculated in full on temporary differences under the liability method using a tax rate of 24 
2011 26 
 
details of the deferred tax asset and liability amounts recognised in profit or loss and amounts recognised in 
other comprehensive income are as follows 
 
  
 
 
asset 
2012 
 
 
 
liability 
2012 
 
 
 
net 
2012 
charged  
credited to 
profit or 
loss 
2012 
 
charged  
credited to 
equity 
2012 
 £ £ £ £ £ 
      
business combinations  535072 535072 49590  
available losses 128948  128948 128948  
net tax assets  liabilities 128948 535072 406124 178538  
 
   notes to the consolidated financial statements continued 
 
provexis plc annual report and accounts 2012 47 
18 deferred tax continued 
a deferred tax asset of £128948 2011£nil has been recognised in respect of tax losses in sis and other 
temporary differences giving rise to deferred tax assets where the directors believe it is probable that these 
assets will be recovered the directors have made this assessment based on the evidence available from 
projected budgets forecasts of profitability and post year end profitability of the entity 
 
deferred tax assets amounting to £4199712 2011 £4093379 have not been recognised on the basis that 
their future economic benefit is not certain assuming a prevailing tax rate of 24 2011 26 when the 
timing differences reverse the unrecognised deferred tax asset comprises 
 
  year ended 
 31 march 
2012 
year ended 
31 march 
2011 
 £ £ 
   
depreciation in excess of capital allowances 38846 4324 
other short term timing differences 7314 6773 
unutilised tax losses 3832116 3767057 
sharebased payments 321436 315225 
 4199712 4093379 
 
  notes to the consolidated financial statements continued 
 
provexis plc annual report and accounts 2012 48 
19 share capital 
on 8 november 2011 the company announced that it had signed a new 3 year equity financing facility 
“eff” of up to £25m with darwin strategic limited “darwin” the new facility replaced the companys 
existing eff and warrant agreements with darwin dated 30 march 2010 which have accordingly been 
cancelled 
 
the eff agreement provides the company with a facility which subject to certain limited restrictions can be 
drawn down at any time over the 3 years ending on 6 november 2014 the timing and amount of any draw 
down is at the discretion of provexis provexis is under no obligation to make a draw down and may make as 
many draw downs as its wishes up to the total value of the eff by way of issuing subscription notices to 
darwin following delivery of a subscription notice darwin will subscribe and provexis will allot to darwin 
new ordinary shares of 01p each “ordinary shares” 
 
the subscription price for any ordinary shares to be subscribed by darwin under a subscription notice will 
be at a 75 discount to an agreed reference price determined during 5 10 or 15 trading days following 
delivery of a subscription notice the “pricing period” the length of the pricing period is at the discretion of 
provexis and is set at each relevant subscription notice provexis is also obliged to specify in each 
subscription notice a minimum price below which ordinary shares will not be issued 
 
warrant reserve 
in consideration of darwin agreeing to provide the eff the company has entered into a new warrant 
agreement dated 7 november 2011 for the grant to darwin of warrants to subscribe for up to ten million 
ordinary shares such warrants to be exercisable at a price of 5 pence per share and to be exercisable at 
any time prior to the expiry of 36 months following the date of the new warrant agreement the ten million 
warrants issued to darwin in conjunction with the march 2010 eff have been cancelled 
 
the warrants were measured at fair value at the date of grant using a blackscholes model with the 
following assumptions 
 
date of 
grant 
exercise 
price 
 
 
pence 
number of 
warrants 
share 
price at 
grant date 
 
pence 
expected 
volatility 
risk free 
rate 
expected 
life 
 
 
years 
fair value 
per share 
under 
warrant 
pence 
        
7nov11 50 10000000 20 75 300 3 06 
 
an expected dividend yield of 0 was used in the above valuation 
 
the assumption made for the expected life of the warrants is not necessarily indicative of the exercise 
patterns that may occur the expected volatility reflects the assumption that the historical volatility 
is indicative of future trends which may not necessarily be the actual outcome 
 
the total fair value of the warrants £60000 has been held on the balance sheet within prepayments and in 
the warrants reserve within equity the prepayment will be released against share premium as the equity 
financing facility is utilised the warrants reserve will be released to share premium when the warrants are 
exercised if the warrants lapse then the reserve is transferred to retained earnings 
 
darwin or the company may terminate the eff in specified circumstances the issue of subscription notices 
is subject to specified preconditions the company has provided warranties and indemnities to darwin and 
affiliated persons if the aggregate price paid for the ordinary shares allotted under the eff by the second 
anniversary of the eff is not equal to or more than two and a half million pounds subject to certain 
exceptions or if the eff is terminated by darwin in certain circumstances then the company will be 
required to pay a fee to darwin amounting to a maximum of £125000 in cash or by an issue of fully paid 
ordinary shares at the company’s discretion such fee reducing pro rata with reference to the aggregate 
price paid for the ordinary shares allotted under the eff at the date the fee becomes payable 
 
   notes to the consolidated financial statements continued 
 
provexis plc annual report and accounts 2012 49 
19 share capital continued 
share reorganisation 
in august 2008 to facilitate a share placing the company undertook a share reorganisation when it was 
agreed to subdivide 
 
 each of the 401724366 then 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 
 
the share reorganisation was approved at an egm on 26 august 2008 
 
the rights attached to the new ordinary shares are substantially the same as the rights attached to the 
original pre placing ordinary shares the deferred shares have very limited rights which are deferred to the 
new ordinary shares and effectively carry no value as a result accordingly the holders of the deferred 
shares are not entitled to receive notice of attend or vote at general meetings of the company nor be 
entitled to receive any dividends or any payment on a return of capital until at least £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 share reorganisation were provided in a circular to shareholders on 1 august 2008 the 
circular is available to download from the company’s website wwwprovexiscom 
 
allotted called up and fully paid ordinary 
01p shares 
deferred 
09p shares 
total 
 number number number 
    
at 31 march 2011 1196516929 401724366 1598241295 
issued on exercise of share options 3000000  3000000 
issued on acquisition 35335689  35335689 
issued on placing 166666662  166666662 
issued on open offer 68312935  68312935 
at 31 march 2012 1469832215 401724366 1871556581 
 
 ordinary 
01p shares 
deferred 
09p shares 
total 
 £ £ £ 
    
at 31 march 2011 1196517 3615519 4812036 
issued on exercise of share options 3000  3000 
issued on acquisition 35336  35336 
issued on placing 166667  166667 
issued on open offer 68313  68313 
at 31 march 2012 1469833 3615519 5085352 
 
allotted called up and fully paid ordinary 
01p shares 
deferred 
09p shares 
total 
 number number number 
    
at 31 march 2010 1108081929 401724366 1509806295 
issued on subscription 88435000  88435000 
at 31 march 2011 1196516929 401724366 1598241295 
 
 ordinary 
01p shares 
deferred 
09p shares 
total 
 £ £ £ 
    
at 31 march 2010 1108082 3615519 4723601 
issued on subscription 88435  88435 
at 31 march 2011 1196517 3615519 4812036 
   notes to the consolidated financial statements continued 
 
provexis plc annual report and accounts 2012 50 
19 share capital continued 
during the year ended 31 march 2012 the company issued ordinary shares of 01p each as follows 
 
date reason for issue shares issued 
  £ number 
240611 acquisition 35336 35335689 
240611 placing 166667 166666662 
270711 open offer 68313 68312935 
131211 exercise of share options 3000 3000000 
  273316 273315286 
 
during the year ended 31 march 2011 the company issued ordinary shares of 01p each as follows 
 
date reason for issue shares issued 
  £ number 
220610 share subscription 2135 2135000 
041010 share subscription 86300 86300000 
  88435 88435000 
 
20 share options 
in june 2005 the company adopted a new share option scheme for employees ”the provexis 2005 share 
option scheme” under the scheme options to purchase ordinary shares are granted by the board of 
directors subject to the exercise price of the option being not less than the market value at the grant date 
the options typically vest after a period of 3 years and the vesting schedule is subject to predetermined 
overall company selection criteria in the event that the option holder’s employment is terminated the option 
may not be exercised unless the board of directors so permits the options expire 10 years from the date 
of grant 
 
the company undertook a reverse takeover of provexis natural products limited “pnp” formerly provexis 
limited in june 2005 through a share for share exchange prior to the takeover the company and pnp had 
granted emi options and unapproved options options granted by the company prior to the takeover remain 
subject to the same terms as contained in the individual share option contracts under which they were 
originally granted the pnp emi options and unapproved options were rolled over into options over the 
company’s ordinary shares and these replacement options remain subject to the same terms as contained 
in the individual pnp share option contracts under which they were originally granted 
 
on 1 september 2008 the company announced that further to an announcement on 1 august 2008 the 
companys remuneration committee had approved the grant of options over 62471648 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 
 
on 15 october 2009 the company’s remuneration committee modified the performance period and 
performance target of share options over 62471648 ordinary shares of 01p each held by the executive 
directors and employees of the company 
 
following the changes agreed to the performance period and performance target share options over 
27305073 ordinary shares of 01p each held by certain directors and employees of the company vested on 
15 october 2009 share options over 35166575 ordinary shares of 01p each held by certain directors and 
employees of the company vested on 1 april 2011 
 
on 17 june 2011 the company announced that the companys remuneration committee had approved the 
grant of options over 51300000 ordinary shares of 01p each to certain directors and employees of the 
company subsequently 16700000 of these options were cancelled 
 
on 4 july 2011 the company announced that the companys remuneration committee had approved the 
grant of options over 10000000 ordinary shares of 01p each to certain directors and employees of the 
company subsequently these options were cancelled 
 
   notes to the consolidated financial statements continued 
 
provexis plc annual report and accounts 2012 51 
20 share options continued 
at 31 march 2012 the number of ordinary shares subject to options granted over the 2005 and prior option 
schemes were 
 
emi options 
 31 march 2012 31 march 2011 
 
weighted 
average 
exercise 
price 
pence 
weighted 
average 
share price 
at date of 
exercise 
pence 
number weighted 
average 
exercise 
price 
pence 
number 
      
outstanding at the beginning of the year 107  51552031 107 51552031 
granted during the year 280  27949990   
exercised during the year 090 178 3000000   
cancelled during the year 280  16700000   
outstanding at the end of the year 142  59802021 107 51552031 
 
the exercise price of emi options outstanding at the end of the year ranged between 09p and 628p 
2011 09p and 628p and their weighted average contractual life was 69 years 2011 73 years 
 
of the total number of emi options outstanding at the end of the year 37385456 2011 23709976 had 
vested and were exercisable at the end of the year their weighted average exercise price was 116 pence 
2011 127 pence 
 
unapproved options 
 31 march 2012 31 march 2011 
 
weighted 
average 
exercise price 
pence 
number weighted 
average 
exercise 
price 
pence 
number 
     
outstanding at the beginning of the year 118 10919617 118 10919617 
granted during the year 280 23350010   
exercised during the year     
cancelled during the year     
outstanding at the end of the year 228 34269627 118 10919617 
 
the exercise price of unapproved options outstanding at the end of the year ranged between 09p and 628p 
2011 09p and 628p and their weighted average contractual life was 8 years 2011 73 years 
 
of the total number of unapproved options outstanding at the end of the year 10919617 2011 3595097 
had vested and were exercisable at the end of the year their weighted average exercise price was 118 
pence 2011 17 pence 
 
   notes to the consolidated financial statements continued 
 
provexis plc annual report and accounts 2012 52 
20 share options continued 
grant of options 
the fair values of the options have been estimated at the date of grant using a blackscholes model using 
the following assumptions 
 
tranche 
 
date of 
grant 
exercise 
price 
 
 
 
pence 
number of 
options 
share 
price at 
grant 
date 
 
pence 
expected 
volatility 
risk free 
rate 
expected 
life 
 
 
 
years 
fair value 
per share 
under 
option 
 
pence 
         
1 06jun07 2875 17304347 275 78 444 10 142 
2 29nov07 338 2751479 300 65 377 10 106 
3 26aug08 09 44166575 087 65 445 10 0585 
4 01oct08 09 12000000 0725 65 439 10 0485 
5 17jun11 28 51300000 200 88 448 10 117 
 
an expected dividend yield of 0 has been used in all of the above valuations 
 
the expected life of the options is based on historical data and is not necessarily indicative of the exercise 
patterns that may occur the expected volatility reflects the assumption that the historical volatility 
is indicative of future trends which may not necessarily be the actual outcome 
 
the total charge for the year relating to employee sharebased payment plans was £141461 
2011 £69069 all of which related to equity settled sharebased payment transactions 
 
the company carried out a share reorganisation on 28 august 2008 which is further detailed in note 19 to 
the consolidated financial statements on page 49 
 
share options which had been granted prior to 28 august 2008 over existing ordinary shares with a nominal 
value of 1p each in the capital of the company became options over new ordinary shares with a nominal 
value of 01p each in the capital of the company the options remain subject to the same terms as contained 
in the individual option contracts under which they were originally granted 
 
share options issued after 28 august 2008 are options over new ordinary shares with a nominal value of 
01p each in the capital of the company 
   notes to the consolidated financial statements continued 
 
provexis plc annual report and accounts 2012 53 
21 reserves 
 share 
premium 
reserve 
warrant 
reserve 
merger 
reserve 
retained 
earnings  
total 
attributable 
to equity 
holders of 
the parent 
non
controlling 
interest 
total reserves 
 £ £ £ £ £ £ £ 
        
at 31 march 2010 14527277 115980 6273909 14578849 6338317  6338317 
loss for the year    1984206 1984206 136459 2120665 
sharebased charges    69069 69069  69069 
issue of shares  
subscription  
2382373    2382373  2382373 
at 31 march 2011 16909650 115980 6273909 16493986 6805553 136459 6669094 
loss for the year    3873215 3873215 82273 3955488 
sharebased charges    141461 141461  141461 
issue of shares  acquisition   325265  325265  325265 
issue of shares  placing 2333333    2333333  2333333 
issue costs  placing 199380    199380  199380 
issue of shares  open offer 956381    956381  956381 
issue costs  open offer 37539    37539  37539 
issue of shares  exercise of 
share options 
24000    24000  24000 
warrants cancelled during 
the year  equity financing 
facility 
12387 115980   103593  103593 
warrants issued during the 
year  equity financing 
facility 
 60000   60000  60000 
at 31 march 2012 19998832 60000 6599174 20225740 6432266 218732 6213534 
 
the following describes the nature and purpose of each reserve within total equity 
 
share capital amount subscribed for share capital at nominal value 
share premium amount subscribed for share capital in excess of nominal value 
warrant reserve the warrant reserve arose in march 2010 when the group issued warrants to 
evolution securities limited as part of the equity financing facility see note 19 
these warrants were cancelled and new warrants were issued to darwin strategic 
limited on the renewal of the equity financing facility in november 2011 
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 and on the issue of shares for the acquisition of sis science in 
sport limited in 2011 
retained earnings cumulative net gains and losses recognised in the consolidated statement of 
comprehensive income 
 
22 pension costs 
the pension charge represents contributions payable by the group to independently administered funds 
which during the year ended 31 march 2012 amounted to £42434 2011 £37370 pension contributions 
payable but not yet paid at 31 march 2012 totalled £30474 in respect of pension contribution entitlements 
where employees had not yet provided details of the funds to which the contributions should be made 2011 
£26051 
 
23 operating lease commitments 
future minimum rentals payable under noncancellable operating leases are as follows 
 
 
31 march 
2012 
31 march 
2011 
 £ £ 
due within 1 year 146456 90500 
due between 1 year and 2 years 152500  
due between 2 years and 5 years 372500  
 671456  
 
operating lease payments represent rentals payable by the group for various offices the leases have 
various terms escalation clauses and renewal rights typical of lease agreements for the class of asset  notes to the consolidated financial statements continued 
 
provexis plc annual report and accounts 2012 54 
24 related party transactions 
on 1 june 2010 the company announced a longterm alliance agreement with dsm nutritional products 
which has seen the company collaborate with dsm to develop fruitflow® in all major global markets dsm 
will invest substantially in the manufacture technology development marketing and sale of fruitflow® in the 
coming years provexis will continue to contribute scientific expertise and will collaborate in areas such as 
cost of goods optimisation and regulatory matters the financial model is based upon the division of profits 
between the two partners on an agreed basis linked to certain revenue targets following the deduction of 
the cost of goods and a fixed level of overhead from sales the company is working closely with dsm in 
various areas of the project it is not possible to determine the financial impact of the alliance agreement at 
this time 
 
dsm is classified as a related party of the group in accordance with ias 24 as it holds shares in the group 
further k rietveld is a director of the company and a senior employee of dsm the directors of provexis 
the directors having consulted with cenkos securities limited cenkos securities the companys 
nominated adviser consider that the terms of the alliance agreement are fair and reasonable insofar as 
provexiss shareholders are concerned in providing advice to the directors cenkos securities has taken 
into account the directors commercial assessments 
 
key management compensation 
the directors represent the key management personnel details of their compensation and share options are 
given in note 6 and within the remuneration report on pages 14 to 18  parent company balance sheet 
 
provexis plc annual report and accounts 2012 55 
 
company number 05102907 
 
as at  as at 
31 march  31 march  
2012  2011  
  notes £ £ 
    
fixed assets 
   
investments 3 8151922  1117336  
    
current assets 
   
debtors  due within one year 4 60000  103593  
debtors  due after one year 4 5206256  10143754  
total debtors 
 
5266256  10247347  
cash and cash equivalents 5 1151476  7508925  
total current assets and net current assets 
 
6417732  17756272  
  
  
  
total assets 
 
14569654  18873608  
  
 
    
creditors amounts falling due after more than 
one year 
6 239896 2900418 
  
 
    
net assets 
 
14329758 15973190  
    
    
capital and reserves 
   
share capital 8 5085352  4812036  
share premium reserve 9 19998832  16909650  
warrant reserve 9 60000  115980  
retained earnings 9 10814426 5864476 
equity shareholders’ funds 10 14329758  15973190  
 
these financial statements were approved and authorised for issue by the board on 31 july 2012 
the notes on pages 56 to 59 form part of these parent company financial statements 
 
 
stephen moon    ian ford 
director     director 
 
on behalf of the board of provexis plc 
 
  notes to the parent company financial statements 
 
provexis plc annual report and accounts 2012 56 
1 accounting policies 
the parent company financial statements have been prepared under the historical cost convention and in 
accordance with applicable united kingdom accounting standards 
 
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 9 on page 59 
 
taxation 
current tax including uk corporation tax is provided at amounts expected to be paid or recovered using 
the tax rates and laws that have been enacted or substantively enacted by the balance sheet date 
 
deferred tax balances are recognised in respect of all timing differences that have originated but not 
reversed by the balance sheet date except that the recognition of deferred tax assets is limited to the extent 
that the company anticipates making sufficient taxable profits in the future to absorb the reversal of the 
underlying timing differences deferred tax balances are not discounted 
 
valuation of investments 
investments are stated at cost less any provision for impairment profits or losses arising from disposals of 
fixed asset investments are treated as part of the result from ordinary activities 
 
warrants 
the group has issued warrants to darwin strategic limited as part of the equity financing facility these 
warrants have been measured at fair value at the date of grant using an appropriate options pricing model 
this fair value has been held on the balance sheet within prepayments and in the warrants reserve within 
equity the prepayment will be released against share premium as the equity financing facility is utilised the 
warrants reserve will be released to share premium when the warrants are exercised if the warrants lapse 
then the reserve is transferred to retained earnings 
 
2 profit attributable to shareholders 
as permitted by section 408 of the companies act 2006 no separate company profit and loss account has 
been included in these financial statements the group loss for the year includes a loss after tax of 
£5091411 2011 £64065 which is dealt with in the financial statements of the company the total fees of 
the group’s auditor bdo llp for services provided are analysed in note 4 to the consolidated financial 
statements on page 35 total fees for the year were £138000 2011 £68800 
 
the parent company did not have any employees in the year and therefore there were no payroll costs or 
pension costs 2011 nil 
 
  notes to the parent company financial statements continued 
 
provexis plc annual report and accounts 2012 57 
3 investments 
 
31 march 
2012 
31 march  
2011 
 £ £ 
   
cost 8418255 1382919 
provision for impairment 266333 265583 
net book value 8151922  1117336 
 
 
at 31 march 2012 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 
sis science in sport limited 100 england and wales sports nutrition 
 
there are no significant restrictions on the ability of subsidiary undertakings to transfer funds to the parent 
other than those imposed by the companies act 2006 
 
4 debtors 
 
31 march 
2012 
31 march 
2011 
 
£ £ 
   
debtors falling due within one year 
  
prepayments 60000  103593  
total debtors falling due within one year 60000  103593  
   
debtors falling due after one year 
  
amounts owed by subsidiaries 5206256  10143754  
total debtors falling due after one year 5206256  10143754  
   
total debtors 5266256  10247347  
 
 
5 cash and cash equivalents 
 
31 march 
2012 
 31 march 
2011 
 £ £ 
   
cash at bank and in hand 1151476 7508925 
 1151476 7508925 
 
 
   notes to the parent company financial statements continued 
 
provexis plc annual report and accounts 2012 58 
6 creditors amounts falling due after one year 
 
31 march 
2012 
 31 march 
2011 
 £ £ 
   
creditors falling due after one year   
amounts owed to subsidiaries 239896 2900418 
total creditors falling due after one year 239896 2900418 
 
7 deferred tax 
deferred tax assets amounting to £257959 2011 £227205 have not been recognised on the basis that 
their future economic benefit is not certain 
 
8 share capital 
 
allotted called up and fully paid ordinary 
01p shares 
deferred 
09p shares 
total 
 number number number 
    
at 31 march 2011 1196516929 401724366 1598241295 
issued on exercise of share options 3000000  3000000 
issued on acquisition 35335689  35335689 
issued on placing 166666662  166666662 
issued on open offer 68312935  68312935 
at 31 march 2012 1469832215 401724366 1871556581 
 
 ordinary 
01p shares 
deferred 
09p shares 
total 
 £ £ £ 
    
at 31 march 2011 1196517 3615519 4812036 
issued on exercise of share options 3000  3000 
issued on acquisition 35336  35336 
issued on placing 166667  166667 
issued on open offer 68313  68313 
at 31 march 2012 1469833 3615519 5085352 
 
allotted called up and fully paid ordinary 
01p shares 
deferred 
09p shares 
total 
 number number number 
    
at 31 march 2010 1108081929 401724366 1509806295 
issued on subscription 88435000  88435000 
at 31 march 2011 1196516929 401724366 1598241295 
 
 ordinary 
01p shares 
deferred 
09p shares 
total 
 £ £ £ 
    
at 31 march 2010 1108082 3615519 4723601 
issued on subscription 88435  88435 
at 31 march 2011 1196517 3615519 4812036 
 
details of the share subscriptions share placings and the shares issued by the company during the two 
years ended 31 march 2012 are given in note 19 to the consolidated financial statements on pages 48 to 50 
 
details on the share option scheme and share based payment charge for the year are given in note 20 to the 
consolidated financial statements on page 50 
  notes to the parent company financial statements continued 
 
provexis plc annual report and accounts 2012 59 
9 reserves 
 share 
premium 
reserve 
warrant 
reserve 
retained 
earnings 
 £ £ £ 
    
at 1 april 2011 16909650 115980 5864476 
retained loss for the year   5091411  
sharebased charges   141461 
issue of shares  placing 2133953   
issue of shares  open offer 918842   
issue of shares  exercise of share options 24000   
warrants cancelled on renewal of eff 8 november 2011 12387 115980  
warrants issued on renewal of eff 8 november 2011  60000  
at 31 march 2012 19998832 60000 10814426   
 
10 shareholders’ funds 
reconciliation of movement in shareholders’ funds 
 31 march  
2012 
31 march  
2011 
 £ £ 
   
loss for year 5091411 64065 
sharebased payment charge note 20  page 52 141461 69070 
shares issued during the year 273316 88435 
premium on shares issued 3076795 2394759 
reduction of premium on share issue  12386 
warrants cancelled on renewal of eff 8 november 2011 103593  
warrants issued on renewal of eff 8 november 2011 60000  
net decrease  increase in shareholders’ funds 1643432 2475813 
opening shareholders’ funds 15973190 13497377 
closing shareholders’ funds 14329758 15973190 
 
11 related party transactions 
the company has taken advantage of the exemption conferred by financial reporting standard 8 “related 
party disclosures” not to disclose transactions with 100 owned members of the group headed provexis plc 
on the grounds that 100 of the voting rights of the company are controlled within that group 
 
provexis ibd limited is 75 owned by provexis plc and 25 owned by ulive enterprises limited ulive 
enterprises limited is 75 owned by the university of liverpool 
 
provexis plc wholly owns provexis nutrition limited sis science in sport limited and provexis natural 
products limited provexis nutrition limited provexis natural products limited sis science in sport 
limited and provexis ibd limited are under the common control of provexis plc 
 
the company did not trade with provexis ibd limited during the year ended 31 march 2012 2011 nil at 
31 march 2012 the company was owed £5509 by provexis ibd limited 31 march 2011 owed £5509 
 
provexis ibd limited does not have a bank account and all its cash accounting transactions during the 
year were processed by provexis plc and provexis natural products limited “provexis group companies” 
amounts transacted by provexis ibd limited with provexis group companies are charged through inter 
company accounts and the net amount transacted during the year was £329091 2011 £545838 provexis 
ibd limited owed provexis group companies and provexis nutrition limited a total of £1755684 at 31 
march 2012 31 march 2011 owed £1426593 provisions of £1755684 2011 £nil have been 
recognised in the accounts of provexis group companies and provexis nutrition limited 
 
details of a related party transaction with dsm are given in note 24 to the consolidated financial statements 
on page 54 
 
  company information 
 
 
provexis plc annual report and accounts 2012 60 
 
company number   05102907 
 
 
directors    c d buck 
     j m clarke 
     k rietveld 
     s n moon 
     i ford 
 
 
audit committee   c d buck 
j m clarke 
 
 
remuneration committee  c d buck 
j m clarke 
k rietveld 
 
 
registrars    equiniti limited 
aspect house 
spencer road 
lancing 
west sussex bn99 6da 
 
 
secretary and registered office i ford 
kings road house 
2 kings road 
windsor 
berkshire sl4 2ag 
 
 
nominated adviser and broker  cenkos securities plc 
678 tokenhouse yard 
london ec2r 7as 
 
 
principal solicitors   shoosmiths 
apex plaza 
forbury road 
reading 
berkshire rg1 1sh 
 
 
auditors    bdo llp 
kings wharf 
20–30 kings road 
reading 
berkshire rg1 3ex 
 
 


Summary:
 chief executive’s statement 
 
 
 
provexis plc annual report and accounts 2012 4 
sis® 
 
revenues were £348m from the acquisition at the end of june through to the end of the period 
representing like for like revenue growth of 12 compared to the same period last year the underlying 
operating loss was £226k this being related to low season sales levels in the winter months and high levels 
of investment in the new supply chain facility together with increased investment in marketing and sales we 
believe that following this period of investment the sis® business has a very solid growth platform 
 
much focus has been given to developing heartland sales in independent cycle triathlon and running shops 
and we will continue to invest in this important sector in addition we have made good progress in multiple 
retailers and this progress has continued into the new financial year with new listings being secured for the 
second half of the current financial year new advertising and public relations strategies have reestablished 
the brand together with continuation of many of the existing sponsorship arrangements with elite athletes 
and teams in cycling triathlon and rowing investment in marketing and sales has increased significantly 
when compared with the last financial year under previous ownership the company hopes to benefit 
following the olympic games as interest in elite athletes increases and given the expected uplift in sports 
participants 
 
substantial investment has been made in the development of a new ecommerce platform and this will 
launch in the second half of the year while export sales have remained stable we continue to examine 
options for expansion into new markets and again we expect to see progress later in the year 
 
we believe that continuous scienceled innovation is important in maintaining and enhancing our reputation 
with elite athletes we developed the novel go gel® plus nitrates during the year launching it in april 2012 
may saw us launch go hydro hydration tablets during the year we also significantly advanced the 
development of a go gel® with fruitflow® and this novel and proprietary product will launch later in the 
calendar year all three of these innovations are supported by research and development programmes 
including collaboration with research institutes a promising innovation pipeline is in development for 2013 
and 2014 key to this strong innovation drive is the combined scientific and regulatory expertise of the 
enlarged business together with strong relationships with leading figures teams and research institutes in 
the sports science arena 
 
the move to the new supply chain facility and the installation of a new gelfilling machine has resulted in cost 
efficiencies and we are seeing improved gross margin in the current financial year as a result in addition we 
have made savings in overheads and instituted an ongoing cost improvement programme to improve 
margins further and facilitate investment in revenue growth and innovation 
 
fruitflow® 
 
dsm has developed a tablet grade version of fruitflow® and this represents a major milestone in the 
commercialisation of the technology as evidenced by the large number of requests for samples from brand 
owners manufacturing facilities for both the syrup and powder formats are now in place and in addition 
dsm has used its expertise in ingredient development to significantly reduce the cost in use of fruitflow® 
 
seven regional consumer healthcare brands incorporating fruitflow® syrup are now for sale in a range of 
global markets and it is expected at least a further five brands will launch in the second half of the year the 
introduction of the tablet grade format is expected to drive further interest in the technology and the current 
sales enquiry pipeline is promising and includes some global brands  
 
whilst revenues for fruitflow® are nominal in the last period the overall trend is that the technology is 
gaining market acceptance via the increasing number of brands in market this together with the new tablet 
grade format and progress made on reducing cost in use provides a promising outlook for the technology  
 
pipeline restructuring 
 
at the interim results we announced the decision to halt postpone or review other activities in the pipeline in 
order to deliver a focused revenueoriented strategy based on fruitflow® and sis® this resulted in the 
halting of the crohn’s disease trial and the closure of the liverpool facility we have since halted the 
cardiovascular inflammation project together these actions will result in an annualised reduction in cash 
burn of £115m 
  chief executive’s statement 
 
 
 
provexis plc annual report and accounts 2012 5 
the second interim review of the crohn’s disease trial showed an inconclusive result in terms of efficacy we 
are currently assessing the residual value of the intellectual property ‘ip’ related to the technology both in 
the area of crohn’s disease and other potential applications before arriving at a decision as to whether to 
seek a development partner or purchaser for the ip 
 
following the cessation of the cardiovascular inflammation project we have chosen not to retain any of the 
jointly owned ip although background ip was developed by the group which may be used in the future on 
the dsmowned blood glucose technology while we have successfully developed a pilot scale product we 
are not pursuing any further activity at this stage 
 
these actions in closing or suspending pipeline activities are consistent with our previously announced 
strategy of focusing our efforts and resources on the revenue generating potential of fruitflow® and sis® 
 
strategy 
 
our strategy has been aligned to focus on developing the fruitflow® heart health technology and the sis® 
sports nutrition business with these two areas underpinned by the scientific and regulatory expertise of the 
group the closure of other pipeline activities has resulted in annualised underlying expenditure being 
reduced by £115m in addition we have reduced overheads in the sis® business and we are improving 
operating margins through investment in supply chain and other efficiency initiatives the combination of 
focus on revenue generation reduced costs and improved margins are targeted at achieving breakeven and 
then operating profit for the business 
 
scientific capability will remain at the heart of the enlarged company both to support our alliance partner 
dsm in the development of fruitflow® and to achieve our goal of being a global leader in endurance sports 
nutrition 
 
outlook 
 
the economic climate remains challenging and we expect this to continue through the coming year affecting 
both brand owner attitudes to innovation and consumer spending the poor weather in the first quarter of 
the year has also constrained the growth of sis® although we believe we will achieve our growth target for 
the full year overall the medium to longterm growth prospects for the sports nutrition category are very 
promising 
 
we will continue to work closely with our alliance partner dsm on the commercialisation of fruitflow® as a 
priority particularly in the areas of scientific and technical support as well as refining the commercial 
positioning 
 
on sis® we will drive our growth model of improving gross margin and reducing costs in order to invest 
further in marketing sales and scienceled innovation in the second half of the year we also expect to 
progress our major ecommerce initiative together with firming up international expansion plans the board 
believes the company is well placed for sustained longterm growth and we are looking forward to the year 
ahead 
 
stephen moon 
chief executive