provexis plc 
 
annual report and accounts 2011 
 
 
 
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 directors‟ report – 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 
47 parent company balance sheet 
48 notes to the parent company financial statements 
52 company information 
 
 
 
 
  corporate statement 
 
 
provexis plc annual report and accounts 2011        1 
 
 
 
 
the provexis strategy is the discovery development and licensing of scientificallyproven functional food 
medical food and dietary supplement technologies with five areas of focus 
 
 collaborating with leading research institutes to identify and develop proprietary technologies 
 
 developing credible scientific proof to demonstrate efficacy and support product claims 
 
 gaining regulatory and safety clearances in relevant global markets 
 
 implementing global ip strategies underpinned by strong patent portfolios 
 
 commercialising technologies through collaboration and licensing with global brand owners and 
ingredients corporations 
 
 
  key highlights 
 
 
provexis plc annual report and accounts 2011        2 
 
 
 
 
key highlights 
 
 the company has entered into a conditional agreement to acquire sis science in sport limited for a 
consideration of £8m partially funded by a £25m conditional placing at 15p per share which is 
expected to complete on 24 june 2011  
 
 good progress to commercialise fruitflow® hearthealth technology in all major global markets under the 
alliance agreement with dsm nutritional products 
 
 clinical trial for nsp3g for crohn‟s disease patients progressed through interim review with focus now 
on opening new trial centres to complete patient recruitment  
 
 collaboration with institute of food research for the reduction of cardiovascular inflammation and the 
reduction of risk of certain cancers making good progress with the first human trials underway 
 
 agreement entered into with dsm nutritional products to develop technology for management of blood 
glucose  
 
 £25m total funding raised through equity financing facility in june 2010 and october 2010 
 
 
key financial results 
 
 loss attributable to owners of the parent for the year ended 31 march 2011 £20m 2010 £16m 
 
 cash balance as at 31 march 2011 £76m 2010 £70m 
 
 loss per share for the year ended 31 march 2011 017p 2010 018p 
 
  chairman’s statement 
 
 
 
provexis plc annual report and accounts 2011        3 
the business has made substantial progress this year through the development of its longterm global 
commercial agreement with dsm for our lead fruitflow® technology in addition to the broader pipeline being 
extended and developed  
 
i can announce that we are about to meet our objective of making an acquisition as we today announce that 
the company has entered into a conditional agreement to purchase sis science in sport limited which is 
expected to complete on 24 june 2011 the business develops manufactures and sells nutrition products 
for sports people and its heritage is in providing nutrition products for professional and elite athletes in 
addition to bringing revenues and cash flow to the group there is a great synergy between the two 
businesses and we believe our existing scientific and regulatory skills will help the acquired business to 
cement further its reputation in its target sectors 
 
following the signing of our alliance agreement with dsm on 1 june 2010 good progress has been made in 
the commercialisation of our lead hearthealth fruitflow® technology dsm launched fruitflow® to the 
industry in europe in november 2010 and in the us in march 2011 dsm has made significant progress in 
marketing the technology in a broad range of global markets attracting positive interest from a wide range of 
global multinational and national brand owners in the functional food and dietary supplement sectors  we 
are pleased with the progress made by dsm 
 
having a broader pipeline remains central to our strategy and progress has been made on a number of 
fronts while we have been frustrated with the slow progress in patient recruitment for our nsp3g crohn‟s 
disease trial an independent interim review of trial data has given us confidence to open further patient 
centres our collaboration with the institute of food research with an initial objective of developing a 
product for cardiovascular inflammation is proceeding well and a first human trial is underway we recently 
entered into a development agreement with dsm where the group will bring its scientific and regulatory 
expertise to bear to commercialise dsm owned intellectual property 
 
with our first commercial deal for fruitflow® a major acquisition and the expansion of our pipeline it has 
been a busy year and i would like to thank the executive team all of our staff and our advisors for their 
efforts and professionalism  
 
dawson buck 
chairman 
  chief executive’s statement 
 
 
 
 
provexis plc annual report and accounts 2011        4 
 
strategy 
 
we have continued to execute our strategy of discovery development and licensing functional food medical 
food and dietary supplements our intention to make acquisitions in order to develop shareholder value has 
been realised through our entering into a conditional agreement to acquire sis science in sport limited 
“sis” which is expected to complete on 24 june 2011  we believe that there is good synergy between the 
two businesses and that our existing scientific and regulatory expertise can assist in making the sis 
business a leader in claimssupported sports nutrition  
 
the provexis business model now extends from discovery through development and now to market by a 
combination of licensing and direct sales revenues the directors believe that this gives the business the 
correct balance of shortterm revenues and longterm pipeline potential  
 
the executive team will continue to seek further acquisitions as part of the longterm aim to strengthen the 
pipeline we have continued to invest in top quality management expertise in order to assist the group in 
meeting its strategic goals and this policy will continue 
 
to support our strategy we raised £25m via our equity financing facility in june and october 2010 with a 
further £25m from the conditional placing announced on 17 june 2011  together these fundraising events 
will enable us to undertake the acquisition of sis which is expected to complete on 24 june 2011 and 
deliver on our strategic plan 
 
fruitflow® 
 
the company announced on 1 june 2010 that it had entered into a longterm alliance with dsm nutritional 
products “dsm” to develop fruitflow® in all major global markets through an effective commercialisation of 
current formats and pioneering new and significant applications the “alliance”  
 
dsm launched fruitflow® to the industry in europe in november 2010 and in the us in march 2011 
manufacturing and supply chain for a cost effective syrup version of fruitflow® has been secured also good 
progress has been made on optimising the powder version of fruitflow® suitable for formats such as tablets 
and capsules and this format will be commercially available late in the summer 
 
fruitflow® has been recognised in the industry for its strong science and innovation being awarded the 
„most innovative health ingredient‟ and winning the best innovation in the „heart health‟ category at the 
major health ingredients europe conference in november 2010 in march 2011 the technology was awarded 
„best new ingredient‟ at the 2011 nutrawards held at the nutracon 2011 exhibition in anaheim california 
 
the alliance partners continue to collaborate on regulatory matters related to certain markets in addition the 
provexis scientific team continues to support its counterparts in areas such as analytical methods and 
analysis together with deepening the understanding of the core science 
 
dsm has made significant progress in marketing the technology in a broad range of global markets 
attracting positive interest from a wide range of global multinational and national brand owners in the 
functional food and dietary supplement sectors the directors are pleased with the progress being made in 
the marketplace by the companys alliance partner 
 
 
nsp3g plantain extract 
 
a fully independent data monitoring committee “dmc” has reviewed the data gathered from the first 
patients to complete the full 12 months of treatment in the crohn‟s disease trial following their review the 
dmc has confirmed that there are no negative findings associated with this initial dataset and no safety 
concerns related to the administration of the test product the dmc recommended a further interim review of 
the study be conducted in q4 2011 the interim review findings are in line with the company‟s expectations 
 
following this advice provexis intends to identify up to four additional trial centres to facilitate full recruitment 
of the remaining patients required to enable it to complete the trial in the shortest feasible timeline the 
directors have previously noted that the recruitment of patients for clinical trials in the area of inflammatory 
bowel disease is recognised as being challenging across the industry the company remains committed to  chief executive’s statement 
 
 
 
provexis plc annual report and accounts 2011        5 
this key technology and believes that opening extra trial centres will expedite the trial and support initial 
commercial discussions with corporate partners  
 
the group‟s liverpoolbased rd team will also continue to research and characterise nsp3g extracts for 
addressing cdifficile the socalled hospital „super bug‟ and antibioticassociated diarrhoea  
 
isothiocyanates 
 
the isothiocyanatebased cardiovascular inflammation work in collaboration with institute of food research 
“ifr” is proceeding well a novel extract has been developed and the first human trial has now 
commenced a second trial will commence later this year with a third and final trial to provide regulatory 
support for product launches being scheduled for 2012 
 
blood glucose 
 
we recently announced an agreement for development of dsmowned intellectual property for the promotion 
of healthy blood glucose levels following a period of assessment by provexis under the agreement it is the 
intention that provexis will develop a cost effective product carry out clinical trials and gain the necessary 
regulatory clearances dsm will contribute intellectual property and knowhow to the development 
programme the partners will together identify the most appropriate commercialisation arrangements before 
the product is launched 
 
outlook 
 
the commercial progress of fruitflow® is an important objective for the group in the coming financial period 
and we expect to see progress as our alliance partner dsm continues its marketing and selling efforts in 
addition to launching the powder version for dietary supplements 
 
integrating the sis business is the second major objective and we look to complete this as quickly as 
possible in order to focus existing and new management members on growing revenues in this business  
 
it is important that we reach full recruitment in the crohn‟s disease trial during this year in order that 
commercial partnering discussions can commence the isothiocyanate technology platform and the new 
blood glucose technology will both be accelerated in order we can bring these to market in the earliest 
possible time 
 
the management team will be focused on progress in the revenue generating areas of fruitflow® and sis 
while not losing sight of the medium and long term importance of the broader pipeline cash management 
will continue to be an area of high importance we will maintain our strategy of developing the capability of 
the overall provexis team in line with our goals  
 
stephen moon 
chief executive 
 
  directors’ report – financial review 
 
 
 
provexis plc annual report and accounts 2011        6 
revenue and grant income 
revenue for the year ended 31 march 2011 was £50086 2010 £14767 
 
grant income for the year ended 31 march 2011 was £ nil 2010 £80000 the amount in 2010 being the 
final part of a £100000 grant which was awarded to the group in january 2009 by the northwest regional 
development agency nwda 
 
research and development costs 
research and development “rd” costs for the year ended 31 march 2011 were £1268874 2010 
£718468 including £17959 capitalised under ias 38 2010 £20646 reflecting the recruitment of 
additional rd staff continuation of the clinical trial for the groups nsp3g technology for crohn‟s disease 
and the commencement of isothiocyanatebased cardiovascular inflammation work in collaboration with the 
institute of food research “ifr” 
 
rd expenditure comprises inhouse costs staff rd consumables intellectual property facilities and 
depreciation of rd assets and external costs preclinical studies manufacturing regulatory affairs and 
clinical trials 
 
the group‟s rd team continues to research further claim areas for the group‟s technologies 
 
the group aims to achieve cost effective research and development and to bring products to market through 
licensing partners as soon as is practicable 
 
administrative costs 
administrative costs for the year relating to continuing operations were £1274493 2010 £1184859 
 
the group‟s cost base and its resources have been and will continue to be tightly managed 
 
taxation 
a research and development tax credit of £221218 2010 £54408 of which £71228 related to the prior 
year in respect of research and development expenditure incurred has been recognised in the financial 
statements and is shown as a debtor at 31 march 2011 
 
losses and dividends 
the loss attributable to owners of the parent for the year ended 31 march 2011 was £1986206 2010 
£1648180 and the loss per share was 017p 2010 018p 
 
the directors do not recommend the payment of a dividend 2010 £ nil 
 
effect of change in accounting standard 
 
the application of the following standard has resulted in the losses attributable to the noncontrolling interest 
being accounted for in the financial statements even where this resulted in the noncontrolling interest having 
a deficit balance  
 
• ias 27 amendment „consolidated and separate financial statements‟ effective for periods 
beginning on or after 1 july 2009 
 
for further information about this change in accounting standard see the principal risks and uncertainties 
section of the business overview on page 10 
 
financial instruments 
information about the use of financial instruments by the group is disclosed in notes 1 and 2 
 
  directors’ report – financial review continued 
 
 
 
provexis plc annual report and accounts 2011        7 
capital structure and funding 
the group is funded entirely by equity funding 
 
on 31 march 2010 the company announced that it had secured a 3 year equity financing facility of up to 
£25m the “eff” with evolution securities limited “evolution” the eff has been arranged by darwin 
strategic limited “darwin” an appointed representative of evolution 
 
on 22 june 2010 the company announced that it had raised a net £88426 by drawing down on the eff 
allotting 2135000 new ordinary shares of 01p each to darwin 
 
on 4 october 2010 the company announced that it had raised a further net £24m by drawing down on the 
eff allotting 86300000 new ordinary shares of 01p each to darwin 
 
the directors are of the opinion that at 17 june 2011 the groups liquidity and capital resources are 
adequate to deliver the current strategic objectives and 201112 business plan and that the group meets 
going concern criteria see also note 1 to the consolidated financial statements on page 26 
 
cash at bank at 31 march 2011 was £7551505 31 march 2010 £7049134 
 
  directors’ report – business overview  
 
 
 
provexis plc annual report and accounts 2011        8 
principal activities 
provexis plc is a life sciencesdriven enterprise that discovers develops and licenses scientificallyproven 
technologies for the global functional food medical food and dietary supplement sectors 
 
provexis plc has two wholly owned subsidiaries provexis nutrition limited “pnl” and provexis natural 
products limited “pnp” 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 and licensing of functional food medical food and 
dietary supplement technologies with five areas of focus 
 
 collaborating with leading research institutes to identify and develop proprietary technologies 
 
 developing credible scientific proof to demonstrate efficacy and support product claims 
 
 gaining regulatory and safety clearances in relevant global markets 
 
 implementing global ip strategies underpinned by strong patent portfolios 
 
 commercialising technologies through collaboration and licensing with global brand owners and 
ingredients corporations 
 
review of the performance of the business and future developments 
the chairman‟s statement on page 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 2011 
its position at that date and its likely future development 
 
key performance indicators 
the executive management and directors utilise a balanced scorecard of key activities including rd project 
progress commercial milestones and regulatory activities to monitor and measure the performance of the 
business these are measures of the progress of the business towards its strategic target of revenue 
generation and profitability and are considered by the board to be the key nonfinancial performance 
indicators used to determine achievement of group strategy and are discussed in the chief executive‟s 
statement the balanced scorecard is reviewed regularly by the executive team and the directors 
 
the directors consider group cash and the absolute values of and the ratio between research and 
development costs and other administrative overhead costs as being the group‟s key financial performance 
indicators the cost related indicators assist in monitoring financial control to reduce the hurdle to achieving 
the key future financial milestone of monthly breakeven the monitoring of cash gives due consideration to 
anticipated future spend required to prioritise development opportunities and to plan the resources required 
to achieve the goals of the business 
 
the table below shows the group‟s cash position at 31 march 2011 and 31 march 2010 
 
 
 
31 march  
2011 
31 march 
2010 
 £ £ 
   
cash at bank and in hand 7551505 7049134 
 7551505 7049134 
 
  directors’ report – business overview continued 
 
 
 
provexis plc annual report and accounts 2011        9 
key performance indicators continued 
the table below shows the group‟s rd ratio for the two years ended 31 march 2011 the rd ratio is the 
percentage of research and development costs relative to total operating expenses  the directors strive to 
maximise the ratio of research and development costs to administrative costs 
 
 
 
31 march 
2011 
31 march 
2010 
 £ £ 
   
research and development costs 1250915 697822 
administrative costs  1274493 1184859 
total operating costs  2525408 1882681 
rd ratio 50 37 
 
the increase in the rd ratio for the year is primarily due to increased rd expenditure including the 
continuation of the clinical trial for crohn‟s disease and two new projects the development of a new product 
for the promotion of healthy blood glucose levels and a project targeting cardiovascular inflammation being 
carried out in conjunction with the institute of food research 
 
post balance sheet events 
as disclosed in note 23 to the financial statements on 1 june 2011 the group announced an agreement to 
commercialise dsm owned intellectual property through the development of a new product for the promotion 
of healthy blood glucose levels 
 
on 17 june 2011 the group entered into a conditional agreement to acquire 100 of the issued share 
capital of sis science in sport limited a company which manufactures and sells sports nutrition products 
for a maximum consideration of £8m subject to completion  £7m is payable in cash of which £250000 is to 
be held in escrow against claims for one year or longer if claims have been notified but not settled  the 
balance of the consideration is £1m in provexis shares with a lockin of two years   
 
the £7m cash consideration will be met by £45m from current cash reserves and £25m from a placing for 
new shares  the company intends to undertake an open offer to shareholders of the company as soon as 
is reasonably practicable after the completion of the acquisition 
 
principal risks and uncertainties 
the directors consider that the key risks of the group are as set out below 
 
the group‟s success will depend in part on its ability to obtain and maintain rigorous patent protection for its 
technologies both in the uk and internationally the group cannot give definitive assurance that pending or 
future patent applications will be granted or that patents granted will not be challenged invalidated or 
held unenforceable 
 
the group cannot assure that its intellectual property rights are sufficiently broad to prevent third parties 
from producing competing functional food medical food and dietary supplement technologies similar in 
nature to its own the group also relies on protection of trade secrets 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 
 
the group has a limited pipeline of new technologies and new indications for technologies already in 
development as a result of regulatory and competitive uncertainties and the unpredictability of successful 
outcomes to new research and development the group cannot provide assurance that it will be able to 
develop and license these new technologies 
 
the group continues to pursue acquisitions as part of its growth strategy such acquisitions may not realise 
expected benefits  directors’ report – business overview continued 
 
 
 
provexis plc annual report and accounts 2011        10 
principal risks and uncertainties continued 
the group may require additional funding  to the extent that the current cash resources of the group and 
the funds received from the open offer 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 currently employs fourteen people excluding nonexecutive directors and has a very small 
management team should it lose any key management resources and be unable to attract replacements of 
equivalent calibre to continue implementation of its business plan future development and commercial 
activities could be materially adversely affected 
 
the group relies on potential license partners to meet certain commercial and development milestones and 
their failure to achieve this or other delays or cancellation of projects due to internal or market factors 
affecting potential license partners could affect the execution of the group‟s business plan with a material 
adverse effect on the business in these circumstances the group would look to raise additional funding 
through the issue of additional equity through rights issues share placing and the exercise of share options 
but no assurance can be given regarding the successful outcome of such financing initiatives 
 
as noted previously the group is not able to predict successful outcomes to research and development  the 
noncontrolling interest share of provexis ibd limited‟s loss would need to be reversed if the project didn‟t 
come to fruition  at 31 march 2011 this would increase the loss attributable to the equity holders of the 
parent by £136459 to £2120665 
 
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 2011 amounted to 22 days compared to 33 days at 
31 march 2010 
 
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 three 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 are shown below 
 
executive directors 
s n moon 
s n morrison 
i ford 
 
nonexecutive directors 
c d buck 
n c bain 
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  directors’ report – business overview continued 
 
 
 
provexis plc annual report and accounts 2011        11 
audit committee 
the audit committee comprises two nonexecutive directors and is chaired by neville bain as senior 
independent nonexecutive director it meets as required and specifically to review the interim report and 
annual report and to consider the suitability and monitor the effectiveness of the internal control processes 
there were three audit committee meetings during the year the audit committee reviews the findings of 
the external auditors and reviews accounting policies and material accounting judgements 
 
the independence of the auditors is considered by the audit committee the audit committee with no 
executive director present meets at least once per calendar year with the auditors to discuss their 
objectivity and independence the annual report any audit issues arising internal control processes and 
any other appropriate matters as well as providing audit related services the auditors provide taxation 
advice 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 £22300 for the year ended 31 march 2011 
2010 £25000 further the overall fees paid to the auditors are not deemed to be of such significance to 
them as to impair their independence the audit committee considers that the objectivity and independence 
of the auditors is safeguarded 
 
the current terms of reference of the audit committee are set out in the governance pages on the group‟s 
website wwwprovexiscom 
 
internal control 
the directors are responsible for establishing and maintaining the group‟s system of internal control and for 
reviewing its effectiveness the system of internal control is designed to manage rather than eliminate the 
risk of failure to the achievement of business objectives and can only provide reasonable but not absolute 
assurance against material misstatement or loss 
 
the audit committee continues to monitor and review the effectiveness of the system of internal control and 
report to the board when appropriate with recommendations there have been no significant changes to the 
system of internal control throughout the year 
 
the annual review of internal control and financial reporting procedures did not highlight any issues 
warranting the introduction of an internal audit function it was again concluded given the current size and 
transparency of the operations of the group that an internal audit function was still not required 
 
the main features of the internal control system are outlined below 
 
● a control environment exists through the close management of the business by the executive 
directors the group has a defined organisational structure with delineated approval limits 
controls are implemented and monitored by the executive directors 
 
● the board has a schedule of matters expressly reserved for its consideration and this schedule 
includes acquisitions and disposals major capital projects treasury and risk management policies 
and approval of budgets 
 
● the group utilises a detailed budgeting and forecasting system detailed budgets are prepared 
annually by the executive directors before submission to the board for approval forecasts are 
regularly updated at least quarterly to reflect changes in the business and are monitored by the 
board including future cash flow projections actual results are monitored against annual budgets 
regularly and at least quarterly with variances highlighted for the board 
 
● financial risks are identified and evaluated for each major transaction for consideration by 
the board 
 
● standard financial control procedures operate throughout the group to ensure that the assets 
of the group are safeguarded and that proper accounting records are maintained 
 
● a risk review process is in operation whereby the chief executive and finance director present 
a report to the board each year on the key business risks 
  directors’ report – business overview continued 
 
 
 
provexis plc annual report and accounts 2011        12 
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 26 
 
employees 
the executive directors keep staff informed of the progress and development of the group regularly through 
formal and informal meetings and employee feedback is encouraged the company has a policy of offering 
share options to all eligible employees subject to availability under the option plan rules and with due 
consideration to the level of dilution to shareholders 
 
the group does not discriminate between employees and prospective employees on grounds of age race 
religion or gender every effort is made to provide the same opportunities to disabled persons as to others 
 
the board recognises its obligation towards its employees to provide a safe and healthy working 
environment the group complies with health and safety legislation including conducting regular inspections 
and risk assessments 
 
environmental social and community matters 
as a result of the size and nature of the group‟s operations the impact of the group‟s operations on the local 
community and the environment is not considered to be significant recycling of office supplies is undertaken 
where possible 
 
charitable and political contributions 
no political or charitable donations were made during the year 2010 £nil 
 
relationship with shareholders 
the directors seek to build a mutual understanding of objectives between the company and its 
shareholders the group reports formally to shareholders in its interim and annual reports setting out details 
of its activities in addition the group keeps shareholders informed of events and progress through the issue 
of regulatory news in accordance with the aim rules of the london stock exchange the chief executive 
and finance director seek to meet with significant shareholders following interim and final results the group 
also maintains investor relations pages and other information regarding the business its products and 
activities on its website 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  under the companies act 2006 section 
4872 they will be automatically reappointed as auditors 28 days after these accounts are sent to the 
members unless the members exercise their rights under the companies act 2006 to prevent their re
appointment  
  directors’ report – business overview continued 
 
 
 
provexis plc annual report and accounts 2011        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 
17 june 2011 
  directors’ report – remuneration report  
 
 
 
provexis plc annual report and accounts 2011        14 
remuneration committee composition and terms of reference 
the group‟s remuneration committee during the year ended 31 march 2011 comprised two independent 
nonexecutive directors and was chaired by dawson buck 
 
the purpose of the remuneration committee is to ensure that the executive directors are fairly rewarded for 
their individual contribution to the overall performance of the company the committee considers and 
recommends to the board the remuneration of the executive directors and is kept informed of the 
remuneration packages of senior staff and invited to comment on these 
 
policy on executive directors’ remuneration 
executive remuneration packages are designed to attract and retain executives of the necessary skill and 
calibre to run the company successfully but avoiding paying more than is necessary direct benchmarking of 
remuneration is not possible given the specialised nature and size of the company the remuneration 
committee recommends to the board remuneration packages by reference to individual performance and 
uses the knowledge and experience of the nonexecutive directors and published surveys relating to aim 
directors and market changes generally the remuneration committee has responsibility for recommending 
any long term incentive schemes 
 
the full board determines whether or not executive directors are permitted to serve in roles with other 
companies such permission is only granted where a role is on a strictly limited basis where there are no 
conflicts of interest or competing activities and providing there is not an adverse impact on the commitments 
required to the group earnings from such roles are not disclosed nor paid to the group 
 
there are four main elements of the remuneration package for executive directors and senior staff 
 
i basic salaries and benefits in kind 
basic salaries are recommended to the board by the remuneration committee taking into account the 
performance of the individual and the rates for similar positions in comparable companies benefits in kind 
comprising private medical insurance are available to all senior staff and executive directors 
 
ii share option scheme 
the company operates a share option scheme which was established in june 2005 ”the provexis 2005 
share option scheme” to motivate the executive directors and employees through equity participation in the 
company options granted pursuant to the provexis 2005 share option scheme may take the form of either 
unapproved share options or tax favoured emi options exercise of options under the scheme is subject to 
specified exercise periods and compliance with the aim rules of the london stock exchange 
 
the scheme is overseen by the remuneration committee which recommends to the board all grants of 
share options based on the committee‟s assessment of personal performance and specifying the terms 
under which eligible individuals may be invited to participate 
 
in june 2005 the company undertook a reverse takeover of provexis natural products limited “pnp” 
formerly provexis limited through a share for share exchange prior to the takeover the company and pnp 
had granted emi options and unapproved options options granted by the company prior to the takeover 
remain subject to the same terms as contained in the individual share option contracts under which they 
were originally granted the pnp emi options and unapproved options were rolled over into options over the 
company‟s ordinary shares and these replacement options remain subject to the same terms as contained 
in the individual pnp share option contracts under which they were originally granted 
 
the combined code refers to the requirement for the performancerelated elements of remuneration to form 
a significant proportion of the total remuneration package of executive directors and should be designed to 
align their interests with those of shareholders in the development phase of the group and during the early 
stages of revenue generation the remuneration committee currently considers that the best alignment of 
these interests is through continued use of incentives for performance through the award of share options or 
other sharebased arrangements 
 
  directors’ report – remuneration report continued 
 
 
 
provexis plc annual report and accounts 2011        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 bonuses of between 20 and 40 of salary for 2011 based on the 
achievements in 2011 in 2010 annual bonuses of 15 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 2010 to cover the year from 1 april 2010 to 31 march 2011 
future reviews will continue to be undertaken on an annual basis each april to enable the group‟s 
performance over the preceding financial year and the strategy for the forthcoming year to be considered 
 
service contracts 
the chief executive is employed under a service contract requiring twelve months‟ notice by either party 
and the chief operating officer and finance director are employed under service contracts requiring three 
months‟ notice all nonexecutive directors receive payments under appointment letters which are 
terminable by three months‟ notice from either party 
 
policy on nonexecutive directors’ remuneration 
dawson buck and neville bain each receive a fee for their services as a director which is approved by the 
board mindful of the time commitment and responsibilities of their roles and of current market rates for 
comparable organisations and appointments nonexecutive directors are reimbursed for travelling and other 
minor expenses incurred 
 
neville bain nonexecutive director received 330300 share options prior to the group joining aim and he 
exercised these options on 12 february 2010 however to maintain independence the nonexecutive 
directors do not participate in any incentive or share option arrangements 
 
gains made on exercise of directors’ share options 
 
 gain 
 year ended 
31 march 2011 
year ended 
31 march 2010 
 £ £ 
n c bain  exercise on 12 february 2010 
of 330300 share options granted on 17 june 2004 
 
 
 
20082 
  20082 
  directors’ report – remuneration report continued 
 
 
 
provexis plc annual report and accounts 2011        16 
details of directors’ remuneration 
the emoluments of the individual directors for the year were as follows 
 
 year ended 31 march 2011 year ended 31 
march 2010 
 salary and 
directors’ 
fees 
£ 
benefits 
in kind 
 
£ 
bonus 
payments 
 
£ 
pension 
 
 
£ 
total 
 
 
£ 
total 
 
 
£ 
executive directors       
s n moon 175443 886 70656 8832 255817 191149 
s n morrison 124881 1792 25126 6281 158080 143451 
i ford 110139 1618 31258 5582 148597 118866 
       
nonexecutive directors       
c d buck 35000    35000 42500 
n c bain 17500    17500 17500 
j b diggines resigned 17 september 2009      7500 
k rietveld        
 462963 4296 127040 20695 614994 520966 
 
the above fees and emoluments exclude reimbursed expenditure incurred in the conduct of group business 
 
sharebased payment expense 
the sharebased payment expenses of the individual directors recognised for the year were as follows 
 
 year ended 
31 march 
2011 
year ended  
31 march 
2010 
 £ £ 
executive directors   
s n moon 15857 107303 
s n morrison 11666 36870 
i ford 12324 41651 
   
nonexecutive directors   
c d buck   
n c bain   
j b diggines resigned 17 september 2009   
k rietveld   
 39847 185824 
 
 
directors’ interests in shares ordinary shares of 
01 pence each 
 
ordinary shares of 
01 pence each 
 
 beneficial interests 
 31 march 2011 1 april 2010 
   
s n moon 1540000 1540000 
s n morrison 1668333 1668333 
i ford 1668333 1668333 
c d buck 11271359 11271359 
n c bain 5608416 5608416 
 21756441 21756441 
 
other than as shown in the table and as further disclosed above in respect of deferred shares no director 
had any interest in the shares of the company or its subsidiary companies at 31 march 2011 
 
 
 
  directors’ report – remuneration report continued 
 
 
 
provexis plc annual report and accounts 2011        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 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 the executive 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 will vest on 1 april 2011 
 
the share options held by the directors and not exercised at 31 march 2011 are summarised below 
 
 number of options over shares 
 at 1 april 2010 options exercised  
in year 
at 31 march 2011 
    
s n moon 21117620  21117620 
s n morrison 12000000  12000000 
i ford 10000000  10000000 
 43117620  43117620 
 
the unapproved share options at 31 march 2011 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 
  7324520    
 
the emi share options at 31 march 2011 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 6000000 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 
  35793100    
 
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 17 to 
the consolidated financial statements on page 41 
  directors’ report – remuneration report continued 
 
 
 
provexis plc annual report and accounts 2011        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 continued 
 
 
 
provexis plc annual report and accounts 2011        19 
independent auditor’s report to the members of provexis plc 
 
we have audited the financial statements of provexis plc for the year ended 31 march 2011 which comprise 
the group statement of financial position and company balance sheet the group statement of comprehensive 
income the group statement of cash flows the group statement of changes in equity and the related notes  
the financial reporting framework that has been applied in the preparation of the group financial statements 
is applicable law and international financial reporting standards ifrss as adopted by the european 
union  the financial reporting framework that has been applied in preparation of the parent company 
financial statements is applicable law and united kingdom accounting standards united kingdom generally 
accepted accounting practice  
 
this report is made solely to the company‟s members as a body in accordance with 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 2011 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 2011        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 
 
 
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 2011        21 
 
 
  year 
ended 
31 march 
2011 
year 
ended 
31 march 
2010 
 notes £ £ 
    
revenue 13 50086 14767 
grant income 4  80000 
research and development costs  1250915 697822 
administrative costs  1274493 1184859 
loss from operations 5 2475322 1787914 
finance income 8 133439 85326 
loss before tax  2341883 1702588 
taxation 9 221218 54408 
loss and total comprehensive expense 
for the year 
 2120665 1648180 
    
    
attributable to    
owners of the parent 19 1984206 1648180 
noncontrolling interest  136459  
  2120665 1648180 
    
loss per share to owners of the parent    
basic and diluted – pence 10 017 018 
 
 
 
  consolidated statement of financial position 
provexis plc annual report and accounts 2011        22 
 
 
company number 05102907 
 
  
as at  
31 march 
2011 
as at  
31 march 
2010 
 notes £ £ 
noncurrent assets    
goodwill 1112 3802685 3802685 
other intangible assets 11 75892 57933 
plant and equipment 13 89769 61182 
total noncurrent assets  3968346 3921800 
    
current assets    
trade and other receivables 14 253249 274638  
corporation tax asset 9 271220 111844 
cash and cash equivalents 15 7551505 7049134 
total current assets  8075974 7435616  
    
liabilities    
current liabilities    
trade and other payables 16 563190 295498 
total liabilities  563190 295498 
    
total net assets  11481130 11061918 
    
    
capital and reserves attributable 
to owners of the parent company 
   
share capital 17 4812036 4723601 
share premium reserve 19 16909650 14527277 
warrant reserve 19 115980 115980 
merger reserve 19 6273909 6273909 
retained earnings 19 16493986 14578849 
  11617589 11061918 
noncontrolling interest  136459  
    
total equity  11481130 11061918 
 
 
these consolidated financial statements were approved and authorised for issue by the board on 17 june 
2011 the notes on pages 25 to 46 form part of these consolidated financial statements 
 
 
 
stephen moon    ian ford 
director     director 
 
on behalf of the board of provexis plc 
  consolidated statement of cash flows 
provexis plc annual report and accounts 2011        23 
 
 
  year ended 
31 march  
2011 
year ended 
31 march  
2010 
 notes £ £ 
cash flows from operating activities    
loss after tax   2120665 1648180 
adjustments for    
depreciation  28697 20908 
finance income  133439 85326 
taxation  221218 54408 
sharebased payment charge  69069 225909 
operating cash outflow before changes in working capital  2377556 1541097 
    
increase  decrease in trade and other receivables  5898 66737 
increase  decrease in trade and other payables  267692 61525 
cash used in operations  2115762 1546309 
    
tax credits received  61844 46215 
net cash outflow from operating activities  2053918 1500094 
    
cash flows from investing activities    
purchase of plant and equipment  57285 15149 
purchase of intangible assets  17959 20646 
interest received  148339 70347 
cash generated by investing activities  73095 34552 
    
cash flows from financing activities    
proceeds from issue of 
share capital – share placings and open offer 
  
2684534 
 
7130293 
expenses paid on share issues  201340 401779 
proceeds from exercise of share options   107899 
cash generated by financing activities  2483194 6836413 
    
net increase in cash and cash equivalents  502371 5370871 
cash and cash equivalents at beginning of year 15 7049134 1678263 
cash and cash equivalents at end of year 15 7551505 7049134 
 
 
  consolidated statement of changes in equity 
provexis plc annual report and accounts 2011        24 
 
         
      total equity    
      attributable    
 share  share  warrant merger  retained  to owners of  
non
controlling  total  
 capital  premium  reserve reserve  earnings  the parent  interests  equity 
 £  £  £ £  £  £  £  £  
                
at 31 march 2009 4434907 7979558  6273909  13156578 5531796  5531796 
         
sharebased charges  
   
225909 225909  225909 
         
issue of shares   exercise of 
share options 3482 104417 
   
107899  107899 
         
issue of shares  subscription 
30 september 2010 40969 915185 
   
956154  956154 
         
issue of shares  subscription 
16 october 2010 159031 3633544 
   
3792575  3792575 
         
issue of shares  open offer 22 
december 2010 85212 1894573 
   
1979785  1979785 
         
issue of warrants  equity 
financing facility 30 march 2011 
  
115980 
  
115980  115980 
         
total comprehensive expense 
for the year 
    
1648180 1648180  1648180 
         
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 
         
 
the total comprehensive expense for the year represents the total recognised income and expense for the 
year 
 
 
  notes to the consolidated financial statements 
 
provexis plc annual report and accounts 2011        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 thames court 1 victoria street windsor 
berkshire sl4 1yb uk 
 
as described in the directors‟ report the main activities of the group are those of discovering developing 
and licensing scientificallyproven technologies for the global functional food medical food and dietary 
supplement sectors 
 
basis of preparation 
the group financial statements have been prepared in accordance with international financial reporting 
standards international accounting standards and interpretations collectively ifrs issued by the 
international accounting standards board iasb as adopted by the european union “adopted ifrs” 
 
the company has elected to prepare its parent company financial statements in accordance with united 
kingdom generally accepted accounting practice “uk gaap” and these are set out on pages 47 to 51 
 
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 2011 
 
the following new standards amendments to standards and interpretations applied for the first time from 1 
april 2010 
 
• ifrs 3 revised „business combinations‟ effective for periods beginning on or after 1 july 2009 
• improvements to ifrss 2009 effective for periods beginning on or after 1 january 2010 and 
• ifrs 2 amendment „sharebased payment group cashsettled sharebased payment 
transactions‟ effective for periods beginning on or after 1 january 2010 
 
the adoption of these standards and interpretations has not had any significant impact on the amounts 
reported in these financial statements but may impact the accounting for future transactions and 
arrangements 
 
the application of the following standard has resulted in the losses attributable to the noncontrolling interest 
being accounted for in the financial statements even where this resulted in the noncontrolling interest having 
a deficit balance  
 
• ias 27 amendment „consolidated and separate financial statements‟ effective for periods 
beginning on or after 1 july 2009 
 
the directors have determined that only one operating segment exists under the terms of international 
financial reporting standard 8 „operating segments‟ as the group is organised and operates as a single 
business unit and all activities are based in the uk 
 
the following new standards amendments to standards and interpretations have been issued but are not 
effective for the year ended 31 march 2011 the new standards amendments to standards and 
interpretations will be relevant to the group but have not been adopted early as the directors do not expect 
these standards and interpretations to have a material effect on the consolidated financial statements 
 
 ifrs 9 „financial instruments‟ is effective from periods commencing on or after 1 january 2013 
 ias 24 amended „related party disclosures‟ is effective from periods commencing on or after 1 
january 2011  
 
there are a number of standards interpretations and amendments to published accounts not listed above 
which the directors consider not to be relevant to the group 
 
  notes to the consolidated financial statements continued 
 
provexis plc annual report and accounts 2011        26 
1 accounting policies continued 
going concern 
the group‟s business activities together with the factors likely to affect its future development are set out in 
the business overview on pages 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 
 
the group made a loss for the year attributable to owners of the parent of £1984206 2010 £1648180 
and expects to make a further loss during the year ending 31 march 2012  at 31 march 2011 the group had 
cash balances of £7551505 2010 £7049134 
 
the directors have prepared projected cash flow information for a period including twelve months from the 
date of approval of these financial statements and have reviewed this information as at the date of these 
financial statements based on the level of existing cash projected income and expenditure and other 
sources of funding the directors are satisfied that the company and the group have adequate resources to 
continue in business for the foreseeable future accordingly the going concern basis has been used in 
preparing the financial statements 
 
basis of consolidation 
subsidiaries are all entities including special purpose entities over which the group has the power to 
govern the financial and operating policies generally accompanying a shareholding of more than one half of 
the voting rights subsidiaries are fully consolidated from the date on which control is transferred to the 
group they are deconsolidated from the date that control ceases 
 
the consolidated financial information presents the results of the company and its subsidiaries 
provexis nutrition limited provexis natural products limited and provexis ibd limited as if they formed a 
single entity the group all subsidiaries share the same reporting date 31 march as provexis plc 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 
 
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 of the group‟s fruitflow
® 
product net of value added tax 
 
the accounting policies for the principal revenue streams of the group are as follows 
 
i exclusivity arrangements and similar agreements are recognised as revenue in the accounting period in 
which the related services or required activities are performed or specified conditions are fulfilled in 
accordance with the terms of completion of the specific transaction 
 
ii royalty income relating to the sale by a licensee of licensed product is recognised on an accruals basis in 
accordance with the substance of the relevant agreement and based on the receipt from the licensee of the 
relevant information to enable calculation of the royalty due 
 
iii sales of the group‟s fruitflow® product are recorded net of value added tax when the significant risks 
and rewards of ownership have been transferred to the buyer 
  notes to the consolidated financial statements continued 
 
provexis plc annual report and accounts 2011        27 
1 accounting policies continued 
leased assets 
leases which contain terms whereby the group does not assume substantially all the risks and rewards 
incidental to ownership of the leased item are classified as operating leases operating lease rentals are 
charged to the statement of comprehensive income on a straight line basis over the lease term the group 
does not hold any assets under finance leases 
 
intangible assets 
goodwill 
goodwill represents the excess of the cost of an acquisition over the fair value of the group‟s share of the 
identifiable net assets acquired goodwill on acquisition of subsidiaries is included in „intangible assets‟ 
separately recognised goodwill is tested annually for impairment and carried at cost less accumulated 
impairment losses 
 
an impairment loss is recognised within administrative expenses in the consolidated statement of 
comprehensive income for the amount by which the asset‟s carrying amount exceeds its recoverable 
amount the recoverable amount is the higher of an asset‟s fair value less costs to sell and value in use for 
the purposes of assessing impairment assets are grouped at the lowest levels for which there are separately 
identifiable cash flows 
 
impairment losses on goodwill are not reversed 
 
research and development 
certain group products are in the research phase and others are in the development phase expenditure 
incurred on the development of internally generated products is capitalised if it can be demonstrated that 
 
● it is technically feasible to develop the product for it to be sold 
● adequate resources are available to complete the development 
● there is an intention to complete and sell the product 
● the group is able to sell the product 
● sale of the product will generate future economic benefits and 
● expenditure on the project can be measured reliably 
 
the value of the capitalised development cost is assessed for impairment annually the value is written 
down immediately if impairment has occurred development costs are not being amortised as income has 
not yet been realised from the underlying technology  
 
development expenditure not satisfying the above criteria and expenditure on the research phase of 
internal projects is recognised in the statement of comprehensive income as incurred 
 
patents and trademarks 
the costs incurred in establishing patents and trademarks are either expensed or capitalised in accordance 
with the corresponding treatment of the development expenditure for the product to which they relate 
 
plant and equipment 
plant and machinery fixtures fittings and computer equipment and laboratory equipment are stated at 
historical cost less accumulated depreciation and any accumulated impairment losses historical cost 
includes expenditure that is directly attributable to the acquisition of the items depreciation is charged to the 
statement of comprehensive income on all plant and equipment at rates calculated to write off the cost or 
valuation less estimated residual value of each asset on a straight line basis over their estimated useful 
lives which is 3 years for plant and machinery fixtures fittings and computer equipment and 5 years for 
laboratory equipment 
 
the assets‟ residual values and useful lives are determined by the directors and reviewed and adjusted if 
appropriate at each balance sheet date in accordance with the group policy for impairment of assets 
  notes to the consolidated financial statements continued 
 
provexis plc annual report and accounts 2011        28 
1 accounting policies continued 
impairment of assets 
assets that have a finite useful life but that are not yet in use and are therefore not subject to amortisation or 
depreciation are tested annually for impairment assets that are subject to amortisation are reviewed for 
impairment annually and when events or circumstances suggest that the carrying amount may not be 
recoverable an impairment loss is recognised for the amount by which the asset‟s carrying amount exceeds 
its recoverable amount 
 
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 
 
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  notes to the consolidated financial statements continued 
 
provexis plc annual report and accounts 2011        29 
1 accounting policies continued 
taxation continued 
recognition of deferred tax assets is restricted to those instances where it is probable that taxable profits will 
be available against which the difference can be utilised 
 
the amount of the asset or liability is determined using tax rates that have been enacted or substantively 
enacted by the balance sheet date and are expected to apply when the deferred tax liabilitiesassets are 
settledrecovered deferred tax balances are not discounted 
 
deferred tax assets and liabilities are offset when the group has a legally enforceable right to offset current 
tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax 
authority on either 
 
 the same taxable group company or 
 
 different group entities which intend to settle current tax assets and liabilities on a net basis or to realise 
the assets and settle the liabilities simultaneously on each future period in which significant amounts of 
deferred tax assets or liabilities are expected to be settled or recovered 
 
foreign currency translation 
foreign currency transactions are translated into the functional currency using the exchange rates prevailing 
at the dates of the transactions foreign exchange gains and losses resulting from the settlement of such 
transactions and from the translation at period end exchange rates of monetary assets and liabilities 
denominated in foreign currencies are recognised in the 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 
   notes to the consolidated financial statements continued 
 
provexis plc annual report and accounts 2011        30 
1 accounting policies continued 
interest income 
interest income is recognised on a timeproportion basis using the effective interest rate method 
 
warrants 
the group has issued warrants to evolution securities limited as part of the equity financing facility these 
are considered to be outside the scope of sharebased employee remuneration and hence out of the scope 
of ifrs 2 these warrants have been measured at fair value at the date of grant using an appropriate 
options pricing model this fair value has been held on the balance sheet within prepayments and in the 
warrants reserve within equity the prepayment will be released against share premium as the equity 
financing facility is utilised the warrants reserve will be released to share premium when the warrants are 
exercised  if the warrants lapse then the reserve is transferred to retained earnings  
 
critical accounting estimates and judgements 
the preparation of financial statements in conformity with ifrss requires the use of certain critical 
accounting estimates and assumptions that affect the reported amounts of assets and liabilities at the date of 
the financial statements and the reported amounts of revenues and expenses during the reporting period 
estimates and judgements are continually made and are based on historic experience and other factors 
including expectations of future events that are believed to be reasonable in the circumstances 
 
as the use of estimates is inherent in financial reporting actual results could differ from these estimates 
the directors believe the following to be the key areas of estimation and judgement 
 
i research and development 
under ias 38 intangible assets development expenditure which meets the recognition criteria of the 
standard must be capitalised and amortised over the useful economic lives of intangible assets from product 
launch the directors consider that the criteria to capitalise development expenditure were met in 2007 for 
one of the group‟s products and have continued to be met since 
 
ii sharebased payments 
the group operates an equitysettled sharebased compensation plan employee and similar services 
received and the corresponding increase in equity are measured by reference to the fair value of the equity 
instruments at the date of grant which is based upon certain assumptions over the future performance of the 
share price 
 
iii goodwill and impairment 
the recoverable amount of goodwill is determined based on value in use calculations of the cashgenerating 
units to which it relates  the value in use calculations use pretax cash flow projections for nine years using 
data from the group‟s latest internal forecasts the revenue forecasts are extrapolated beyond nine years 
and costs are extrapolated beyond two years at growth rates of 2 2010 between 2 and 7 the results 
of the value in use calculations are reviewed by the board 
 
the key assumptions for the value in use calculations are those regarding discount rates revenue 
commencement dates growth rates absolute values of expected sales and expected margins and costs 
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 revenue commencement dates are 
based on current planned launch dates  growth rates absolute values of expected sales and expected 
margins and costs are based on information received from commercial partners and market intelligence 
reports on expectations of future changes in the market 
 
pretax cash flow projections are discounted to calculate value in use using a pretax discount rate the pre
tax 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 
 
further information is given in note 12 to these consolidated financial statements  notes to the consolidated financial statements continued 
 
provexis plc annual report and accounts 2011        31 
2 financial risk management 
21 financial risk factors 
the group‟s activities inevitably expose it to a variety of financial risks market risk including currency risk 
cash flow interest rate risk and fair value interest rate risk credit risk and liquidity risk 
 
it is group policy not to enter into speculative positions using complex financial instruments the group‟s 
primary treasury objective is to minimise exposure to potential capital losses whilst at the same time securing 
favourable market rates of interest on group cash deposits using money market deposits with banks cash 
balances used to settle the liabilities from operating activities are also maintained in current accounts which 
earn interest at variable rates 
 
a market risk  
foreign exchange risk 
the group primarily enters into contracts which are to be settled in uk pounds however some contracts 
involve other major world currencies including the us dollar and the euro where large contracts of more 
than £50000 total value are to be settled in foreign currencies consideration is given to converting the 
appropriate amounts to or from uk pounds at the outset of the contract to minimise the risk of adverse 
currency fluctuations 
 
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 £563190 2010 
£295498 as disclosed in note 16 on page 39 
 
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 which reflects the development status of its products 
the group‟s objectives when managing capital are to safeguard the group‟s ability to continue as a going 
concern in order to provide returns for equity holders of the company and benefits for other stakeholders and 
to maintain an optimal capital structure to reduce the cost of capital 
 
23 fair value estimation 
the group uses amortised cost using the effective interest rate method to determine subsequent fair value 
after initial recognition for its financial instruments 
  notes to the consolidated financial statements continued 
 
provexis plc annual report and accounts 2011        32 
3 segmental reporting 
the directors have determined that only one operating segment exists under the terms of international 
financial reporting standard 8 „operating segments‟ as the group is organised and operates as a single 
business unit and all activities are based in the uk 
 
4 grant income 
 year ended 
31 march 
2011 
year ended 
31 march 
2010 
 £ £ 
   
nwda rd grant income recognised in consolidated statement of 
comprehensive income 
 
 
 
80000 
  80000 
 
5 loss from operations 
 year ended 
31 march 
2011 
year ended 
31 march 
2010 
 £ £ 
loss from operations is stated after charging   
   
depreciation of plant and equipment 28697 20908 
operating lease costs – land and buildings 120543 102875 
equitysettled share based payment expense 69069 225909 
defined contribution pension expense 37370 31581 
 
the total fees of the group‟s auditor bdo llp for services provided are analysed below 
 
 year ended 
31 march  
2011 
year ended 
31 march 
2010 
 £ £ 
audit services   
parent company 14000 12600 
subsidiaries 27500 26900 
tax services – compliance   
parent company 4000 3600 
subsidiaries 10600 8400 
other services   
tax advisory services 700 2000 
parent company – share option scheme advice  8000 
subsidiary – nwda grant  3000 
review of interim statement 5000 5000 
corporate finance 7000  
   
total fees 68800 69500 
 
  notes to the consolidated financial statements continued 
 
provexis plc annual report and accounts 2011        33 
6 wages and salaries 
the average monthly number of persons including all directors employed by the group during the year was 
as follows 
 
  year ended 
 31 march  
2011 
year ended 
31 march 
2010 
   
administrative staff 1  
research and development staff 8 7 
directors 6 6 
 15 13 
 
their aggregate emoluments were 
 
  year ended 
 31 march  
2011 
year ended 
31 march 
2010 
 £ £ 
   
wages and salaries 953287 733879  
social security costs 102944 71980 
other pension and insurance benefits costs 48089 38266 
total cash settled emoluments 1104320 844125 
accrued holiday pay 13429 1600 
sharebased payment remuneration charge equity settled 69069 225909 
total emoluments 1186818 1071634 
 
7 directors’ emoluments 
  year ended 
 31 march 
2011 
year ended 
31 march 
2010 
 £ £ 
directors   
aggregate emoluments 594299 502144 
company pension contributions 20695 18822 
share based payment remuneration charge equity settled 39847 185824 
gains made on exercise of directors‟ share options  20082 
total directors’ emoluments 654841 726872 
 
emoluments disclosed above include the following amounts in respect of the highest paid director 
 
  year ended 
 31 march 
2011 
year ended 
31 march 
2010 
 £ £ 
   
aggregate emoluments 246985 183169 
company pension contributions 8832 7980 
share based payment remuneration charge equity settled 15857 107303 
total of the highest paid director’s emoluments 271674 298452 
 
during the year three directors 2010 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 2011        34 
8 finance income 
  year ended 
 31 march 
2011 
year ended 
31 march 
2010 
 £ £ 
   
bank interest receivable 133439 85326 
 133439 85326 
 
9 taxation 
 
 
 
year ended 
31 march 
2011 
year ended 
31 march 
2010 
 £ £ 
current tax income   
united kingdom corporation tax research and development credit 150000 50000 
adjustment in respect of prior period   
united kingdom corporation tax research and development credit 71218 4408 
taxation credit 221218 54408 
 
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 
2011 
year ended 
31 march 
2010 
 £ £ 
   
loss before tax 2341883 1702588 
   
loss before tax multiplied by the 
standard rate of corporation tax in the uk of 28 2010 28 
 
655727 
 
476725 
effects of   
expenses not deductible for tax purposes 12435 3540 
difference between depreciation and capital allowances 8005 5854 
other shortterm timing differences 21718 63255 
unutilised tax losses and other deductions arising in the year 508496 442056 
tax deduction for share options exercised  80900 
additional deduction for rd expenditure 178917 50000 
surrender of tax losses for rd tax credit refund 150000 50000 
adjustments in respect of prior years 71218 4408 
total tax credit for the year 221218 54408 
 
at 31 march 2011 the group uk tax losses to be carried forward are estimated to be £14488679 
2010 £13398578 
  notes to the consolidated financial statements continued 
 
provexis plc annual report and accounts 2011        35 
9 taxation continued 
 
deferred tax 
deferred tax assets amounting to £4093379 2010 £4391974 have not been recognised on the basis that 
their future economic benefit is not certain assuming a prevailing tax rate of 26 2010 28 when the 
timing differences reverse the unrecognised deferred tax asset comprises 
 
  year ended 
 31 march 
2011 
year ended 
31 march 
2010 
 £ £ 
   
depreciation in excess of capital allowances 4324 16903 
other short term timing differences 6773  
unutilised tax losses 3767057 3639702 
sharebased payments 315225 735369 
 4093379  4391974 
 
 
income tax asset receivable within one year 31 march 
2011 
31 march 
2010 
 £ £ 
   
corporation tax recoverable 271220 111844 
 271220 111844 
 
10 loss per share 
basic and diluted loss per share amounts are calculated by dividing the loss attributable to owners of the 
parent by the weighted average number of ordinary shares in issue during the period 
 
there are 62471648 share options in issue 2010 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 
 2011  2010  
     
loss for the year attributable 
to owners of the parent  £ 
1984206 1648180 
   
weighted average number of shares 1150836614 937060783 
   
basic and diluted loss per share – pence 017 018  notes to the consolidated financial statements continued 
 
provexis plc annual report and accounts 2011        36 
11 intangible assets 
 goodwill development 
costs 
total 
 
 £ £ £ 
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 
    
    
cost    
at 1 april 2009 7265277 37287 7302564 
additions   20646 20646 
at 31 march 2010 7265277 57933 7323210 
    
amortisation and impairment    
at 1 april 2009 3462592  3462592 
at 31 march 2010 3462592  3462592 
    
net book value    
at 31 march 2010 3802685 57933 3860618 
at 31 march 2009 3802685 37287 3839972 
 
development costs represent costs incurred in registering patents that meet the capitalisation criteria set out 
in ias 38 see also note 1 
  notes to the consolidated financial statements continued 
 
provexis plc annual report and accounts 2011        37 
12 goodwill and impairment 
goodwill arising on consolidation represents the excess of the cost of an acquisition over the fair value of the 
group‟s share of the net assets of the acquired subsidiary at the date of acquisition 
 
goodwill arose on 23 june 2005 when the company acquired the entire issued share capital of 
provexis natural products limited formerly provexis limited a private company engaged in research and 
development provexis natural products limited has been consolidated using the purchase method and its 
results have been incorporated in the group results from the date of acquisition 
 
goodwill arising on business combinations is not amortised but is reviewed for impairment on an annual 
basis or more frequently if there are indications that goodwill may be impaired 
 
the recoverable amount of goodwill is determined based on value in use calculations of the cashgenerating 
units to which it has been allocated 
 
the key assumptions for the value in use calculations are those regarding discount rates revenue 
commencement dates growth rates absolute values of expected sales and expected margins and costs 
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 revenue commencement dates are 
based on current planned launch dates  growth rates absolute values of expected sales and expected 
margins and costs are based on information received from commercial partners and market intelligence 
reports on expectations of future changes in the market  the growth rates used are below the longterm 
growth rates for the nutraceuticals industry 
 
the value in use calculations use pretax cash inflow projections for nine years using data from the group‟s 
approved internal forecasts the cash inflow forecasts are extrapolated beyond nine years at growth rates of 
2 2010 between 2 and 7 for a further 6 years and thereafter at a nil growth rate in perpetuity  the 
results of the value in use calculations are reviewed by the board   
 
the directors believe that it is appropriate to use internally approved forecasts for a period of 9 years as this 
will give a more accurate estimate of the likely growth patterns in the early stages of the product‟s life than 
the application of a single growth rate 
 
the value in use calculations use pretax cash outflows for two to four years based on approved budgets  
the cash outflow forecasts are extrapolated beyond two to four years at growth rates of 2 for a further 13 
or 11 years 2010 2 and thereafter at a nil growth rate in perpetuity  the results of value in use 
calculations are reviewed by the board 
 
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 
 
pretax cash flow projections have been discounted to calculate value in use using pretax discount rates of 
158 and 298 2010 23 reflecting the stage of development of their respective cash generating units  
no impairment charge was required in the current or previous year 
 
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 2011        38 
13 plant and equipment 
  fixtures fittings 
and computer 
equipment 
laboratory 
equipment 
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 
 
 
  fixtures fittings 
and computer 
equipment 
laboratory 
equipment 
total 
 
  £ £ £ 
cost     
at 1 april 2009  41433 79169 120602 
additions  8351 6798 15149 
at 31 march 2010  49784 85967 135751 
     
depreciation     
at 1 april 2009  34549 19112 53661 
charge for the year  4702 16206 20908 
at 31 march 2010  39251 35318 74569 
     
net book value     
at 31 march 2010  10533 50649 61182 
at 31 march 2009  6884 60057 66941 
 
  notes to the consolidated financial statements continued 
 
provexis plc annual report and accounts 2011        39 
14 trade and other receivables 
 
31 march 
2011 
31 march 
2010 
 £ £ 
   
amounts receivable within one year   
trade receivables 48708  
other receivables 39862 48529 
total loans and receivables 88570 48529 
prepayments and accrued income 164679 226109 
 253249 274638  
 
the directors consider that the carrying amount of these receivables approximates to their fair value 
 
all amounts shown under receivables fall due for payment within one year 
 
15 cash and cash equivalents 
 
31 march  
2011 
31 march 
2010 
 £ £ 
   
cash at bank and in hand 7551505 7049134 
 7551505 7049134 
 
16 trade and other payables 
 
31 march 
2011 
31 march 
2010 
 £ £ 
   
trade payables 91529 87409 
other taxes and social security 62376 72972 
accruals 409285 135117 
total financial liabilities measured at amortised cost 563190 295498 
 
the directors consider that the carrying amount of these liabilities approximates to their fair value 
 
all amounts shown fall due within one year 
  notes to the consolidated financial statements continued 
 
provexis plc annual report and accounts 2011        40 
17 share capital 
on 31 march 2010 the company announced that it had secured a 3 year equity financing facility of up to 
£25m the “eff” with evolution securities limited “evolution” the eff was arranged by darwin strategic 
limited “darwin” an appointed representative of evolution 
 
on 22 june 2010 the company announced that it had raised a net £88426 by drawing down on the eff 
allotting 2135000 new ordinary shares of 01p each to darwin 
 
on 4 october 2010 the company announced that it had raised a further net £24m by drawing down on the 
eff allotting 86300000 new ordinary shares of 01p each to darwin 
 
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 29 march 2013 the timing and amount of any draw 
down is at the discretion of provexis provexis is under no obligation to make a draw down and may make as 
many draw downs as its wishes up to the total value of the eff by way of issuing subscription notices to 
evolution following delivery of a subscription notice evolution will subscribe and provexis will allot to 
evolution new ordinary shares of 01p each “ordinary shares” 
 
the subscription price for any ordinary shares to be subscribed by evolution 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 evolution agreeing to provide the eff the company entered into a warrant agreement 
dated 30 march 2010 for the grant to evolution of warrants to subscribe for up to ten million ordinary shares 
such warrants to be exercisable at a price of 20 pence per share and to be exercisable at any time prior to 
the expiry of 36 months following the date of the warrant agreement 
 
the warrants were measured at fair value at the date of grant using a 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 
        
30mar10 200 10000000 63 70 177 3 11598 
 
warrant reserve continued 
an expected dividend yield of 0 was used in the above valuation 
 
the assumption made for the expected life of the warrants is not necessarily indicative of the exercise 
patterns that may occur the expected volatility reflects the assumption that the historical volatility 
is indicative of future trends which may not necessarily be the actual outcome 
 
the total fair value of the warrants £115980 has been held on the balance sheet within prepayments and in 
the warrants reserve within equity the prepayment will be released against share premium as the equity 
financing facility is utilised the warrants reserve will be released to share premium when the warrants are 
exercised if the warrants lapse then the reserve is transferred to retained earnings 
 
evolution or the company may terminate the eff in specified circumstances the issue of subscription 
notices is subject to specified preconditions the company has provided warranties and indemnities to 
evolution and affiliated persons if the aggregate price paid for the ordinary shares allotted under the eff 
by the second anniversary of the eff is not equal to or more than five million pounds subject to certain 
exceptions or if the eff is terminated by evolution in certain circumstances then the company will be 
required to pay a fee to evolution amounting to 1 of the value of the facility in cash or by an issue of fully 
paid ordinary shares at the company‟s discretion 
  notes to the consolidated financial statements continued 
 
provexis plc annual report and accounts 2011        41 
17 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 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 3615529 4812036 
 
allotted called up and fully paid ordinary 
01p shares 
deferred 
09p shares 
total 
 number number number 
    
at 31 march 2009 819387796 401724366 1221112162 
issued on exercise of share options 3482469  3482469 
issued on subscription 200000000  200000000 
issued on open offer 85211664  85211664 
at 31 march 2010 1108081929 401724366 1509806295 
 
 ordinary 
01p shares 
deferred 
09p shares 
total 
 £ £ £ 
    
at 31 march 2009 819388 3615519 4434907 
issued on exercise of share options 3482  3482 
issued on subscription 200000  200000 
issued on open offer 85212  85212 
at 31 march 2010 1108082 3615519 4723601 
   notes to the consolidated financial statements continued 
 
provexis plc annual report and accounts 2011        42 
17 share capital continued 
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 
 
during the year ended 31 march 2010 the company issued ordinary shares of 01p as follows 
 
date reason for issue shares issued 
  £ number 
040909 exercise of share options 1768 1768180 
110909 exercise of share options 1384 1383989 
300909 share subscription 40969 40969390 
161009 share subscription 159031 159030610 
221209 open offer 85212 85211664 
190210 exercise of share options  330 330300 
  288694 288694133 
 
18 share options 
in june 2005 the company adopted a new share option scheme for employees ”the provexis 2005 share 
option scheme” under the scheme options to purchase ordinary shares are granted by the board of 
directors subject to the exercise price of the option being not less than the market value at the grant date 
the options typically vest after a period of 3 years and the vesting schedule is subject to predetermined 
overall company selection criteria in the event that the option holder‟s employment is terminated the option 
may not be exercised unless the board of directors so permits the options expire 10 years from the date 
of grant 
 
the company undertook a reverse takeover of provexis natural products limited “pnp” formerly provexis 
limited in june 2005 through a share for share exchange prior to the takeover the company and pnp had 
granted emi options and unapproved options options granted by the company prior to the takeover remain 
subject to the same terms as contained in the individual share option contracts under which they were 
originally granted the pnp emi options and unapproved options were rolled over into options over the 
company‟s ordinary shares and these replacement options remain subject to the same terms as contained 
in the individual pnp share option contracts under which they were originally granted 
 
on 1 september 2008 the company announced that further to an announcement on 1 august 2008 the 
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 will vest on 1 april 2011 
 
   notes to the consolidated financial statements continued 
 
provexis plc annual report and accounts 2011        43 
18 share options continued 
at 31 march 2011 the number of ordinary shares subject to options granted over the 2005 and prior option 
schemes were 
 
emi options 
 31 march 2011 31 march 2010 
 
weighted 
average 
exercise price 
pence 
number weighted 
average 
exercise price 
pence 
number 
     
outstanding at the beginning of the year 107 51552031 115 54198000 
granted during the year     
exercised during the year   275 2645969 
cancelled during the year     
outstanding at the end of the year 107 51552031 107 51552031 
 
the exercise price of emi options outstanding at the end of the year ranged between 09p and 628p 
2010 09p and 628p and their weighted average contractual life was 73 years 2010 83 years 
 
of the total number of emi options outstanding at the end of the year 23709976 2010 23709976 had 
vested and were exercisable at the end of the year their weighted average exercise price was 13 pence 
2010 18 pence 
 
unapproved options 
 31 march 2011 31 march 2010 
 
weighted 
average 
exercise price 
pence 
number weighted 
average 
exercise 
price 
pence 
number 
     
outstanding at the beginning of the year 118 10919617 139 11756117 
granted during the year     
exercised during the year   420 836500 
cancelled during the year     
outstanding at the end of the year 118 10919617 118 10919617 
 
the exercise price of unapproved options outstanding at the end of the year ranged between 09p and 628p 
2010 09p and 628p and their weighted average contractual life was 63 years 2010 73 years 
 
of the total number of unapproved options outstanding at the end of the year 3595097 2010 3595097 
had vested and were exercisable at the end of the year their weighted average exercise price was 17 
pence 2010 17 pence 
 
   notes to the consolidated financial statements continued 
 
provexis plc annual report and accounts 2011        44 
18 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 
 
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 £69069 
2010 £225909 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 17 to 
the consolidated financial statements on page 41 
 
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 2011        45 
19 reserves 
 share 
premium 
reserve 
warrant 
reserve 
merger 
reserve 
retained 
earnings  
total 
attributable 
to equity 
holders of the 
parent 
non
controlling 
interest 
total 
equity 
 £ £ £ £ £ £ £ 
        
at 1 april 2009 7979558  6273909 13156578 1096889  1096889 
loss for the year    1648180 1648180  1648180 
sharebased 
charges 
   225909 225909  225909 
issue of shares  
exercise of share 
options 
 
104417 
    
104417 
  
104417 
issue of shares  
subscription  
4548729    4548729  4548729 
issue of shares  
open offer 
1894573    1894573  1894573 
warrants issued 
during the year  
equity financing 
facility 
 
 
 
115980 
   
115980 
  
115980 
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 
 
the following describes the nature and purpose of each reserve within total equity 
 
share capital amount subscribed for share capital at nominal value 
share premium amount subscribed for share capital in excess of nominal value 
warrant reserve the warrant reserve arose in march 2010 when the group issued warrants to 
evolution securities limited as part of the equity financing facility see note 17 
merger reserve the merger reserve arose on the reverse takeover in 2005 of provexis natural 
products limited formerly provexis limited by provexis plc through a share for 
share exchange 
retained earnings cumulative net gains and losses recognised in the consolidated statement of 
comprehensive income 
 
20 pension costs 
the pension charge represents contributions payable by the group to independently administered funds 
which during the year ended 31 march 2011 amounted to £37370 2010 £31581 pension contributions 
payable but not yet paid at 31 march 2011 totalled £26051 in respect of pension contribution entitlements 
where employees had not yet provided details of the funds to which the contributions should be made 
2010 £16368 in addition pension contributions payable in arrears at 31 march 2011 totalled £ nil 
2010 £1189 all unpaid contributions are included in accrued social security costs at the balance 
sheet date 
 
21 operating lease commitments 
future minimum rentals payable under noncancellable operating leases are as follows 
 
 
31 march 
2011 
31 march 
2010 
 £ £ 
due within 1 year 90500 86500 
 90500 86500 
 
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 2011        46 
22 related party transactions 
on 12 february 2010 the company announced that it had entered into a letter of intent “loi” for its 
fruitflow® technology with dsm nutritional products “dsm” 
 
the loi provided a framework for the parties to develop a longterm alliance agreement the “agreement” 
giving dsm exclusive global rights to fruitflow® 
 
on 1 june 2010 the company announced a longterm alliance agreement with dsm nutritional products 
which will see the company collaborate with dsm to develop fruitflow® in all major global markets dsm will 
invest substantially in the manufacture technology development marketing and sale of fruitflow® in the 
coming years provexis will continue to contribute scientific expertise and will collaborate in areas such as 
cost of goods optimisation and regulatory matters the financial model is based upon the division of profits 
between the two partners on an agreed basis linked to certain revenue targets following the deduction of 
the cost of goods and a fixed level of overhead from sales the company is working closely with dsm in 
various areas related to launch planning it is not possible to determine the financial impact of the alliance 
agreement at this time 
 
dsm is classified as a related party of the group in accordance with ias 24 as it holds shares in the group 
further k rietveld is a director of the company and a senior employee of dsm the directors of provexis 
the directors having consulted with evolution securities limited evolution securities the companys 
nominated adviser consider that the terms of the letter of intent and the alliance agreement are fair and 
reasonable insofar as provexiss shareholders are concerned in providing advice to the directors evolution 
securities has taken into account the directors commercial assessments 
 
on 1 june 2011 the group announced an agreement to commercialise dsm owned intellectual property 
through the development of a new product for the promotion of healthy blood glucose levels 
 
key management compensation 
the directors represent the key management personnel details of their compensation and share options are 
given in note 7 and within the remuneration report on pages 14 to 18 
 
23 post balance sheet events 
on 1 june 2011 the group announced an agreement to commercialise dsm owned intellectual property 
through the development of a new product for the promotion of healthy blood glucose levels 
 
on 17 june 2011 the group entered into an  agreement to acquire 100 of the issued share capital of sis 
science in sport limited a company which manufactures and sells sports nutrition products for a maximum 
consideration of £8m subject to completion  £7m is payable in cash of which £250000 is to held in escrow 
against claims under the share purchase agreement and related contracts for one year or longer if claims 
have been notified but not settled  the balance of the consideration is £1m in provexis shares with a lockin 
of two years  the £7m cash consideration will be met by £45m from current cash reserves and £25m from 
a subscription for new shares  the company intends to undertake an open offer to shareholders of the 
company as soon as is reasonably practicable after the completion of the acquisition 
 
completion of the acquisition is dependent on the fulfilment of certain conditions which had not been met at 
the date of approval 
 
 the admission by the london stock exchange of the consideration shares to aim becoming effective 
in accordance with the aim rules and 
 a placing agreement between the company and evolution securities limited concerning the placing 
becoming unconditional in all respects save for the condition in the placing agreement that the 
agreement concerning the acquisition becomes unconditional  
 
since the acquisition agreement entered into on 17 june 2011 is conditional and completion has therefore 
not yet occurred control is not deemed to have passed to the company as at the date of approval of the 
financial statements and there is therefore no requirement to provide ifrs 3 disclosures in respect of a post 
balance sheet acquisition  however in the interests of full disclosure we have included those disclosures 
for which information is available at the date of approval 
 
for the financial year ended 31 december 2010 sis had unaudited turnover of £46 million 2009 £43 
million unaudited and unaudited profit before tax of £02 million 2009 £04 million unaudited as at 31 
december 2010 sis had unaudited net assets of £096 million 2009 £08 million unaudited  parent company balance sheet 
 
provexis plc annual report and accounts 2011        47 
 
company number 05102907  as at  
31 march 
2011 
as at  
31 march 
2010 
 notes £ £ 
    
fixed assets    
investments 3 1117336 1117336 
    
current assets    
debtors  due within one year 4 103593 115980 
debtors  due after one year 4 10143754 5285050 
cash and cash equivalents 5 7508925 6979011 
total current assets  17756272 12380041 
    
net assets  18873608 13497377 
    
creditors amounts falling due after more than one year 6 2900418  
    
total net assets  15973190 13497377 
    
    
capital and reserves    
share capital 8 4812036 4723601 
share premium reserve 9 16909650 14527277 
warrant reserve 9 115980 115980 
retained earnings 9 5864476 5869481 
equity shareholders’ funds 10 15973190 13497377 
 
 
these financial statements were approved and authorised for issue by the board on 17 june 2011 
the notes on pages 48 to 51 form part of these parent company financial statements 
 
 
stephen moon    ian ford 
director     director 
 
on behalf of the board of provexis plc 
 
  notes to the parent company financial statements 
 
provexis plc annual report and accounts 2011        48 
1 accounting policies 
the parent company financial statements have been prepared under the historical cost convention and in 
accordance with uk gaap  
 
sharebased employee remuneration 
the company has no employees however the company will issue shares to satisfy share awards made by 
its subsidiary companies the company records a management charge equivalent to the fair value of the 
sharebased payment incurred by its subsidiaries as disclosed in note 9 on page 51 
 
taxation 
current tax including uk corporation tax is provided at amounts expected to be paid or recovered using 
the tax rates and laws that have been enacted or substantively enacted by the balance sheet date 
 
deferred tax balances are recognised in respect of all timing differences that have originated but not 
reversed by the balance sheet date except that the recognition of deferred tax assets is limited to the extent 
that the company anticipates making sufficient taxable profits in the future to absorb the reversal of the 
underlying timing differences deferred tax balances are not discounted 
 
valuation of investments 
investments are stated at cost less any provision for impairment profits or losses arising from disposals of 
fixed asset investments are treated as part of the result from ordinary activities 
 
warrants 
the group has issued warrants to evolution securities limited as part of the equity financing facility these 
are considered to be outside the scope of sharebased employee remuneration and hence out of the scope 
of frs20 these warrants have been measured at fair value at the date of grant using an appropriate 
options pricing model this fair value has been held on the balance sheet within prepayments and in the 
warrants reserve within equity the prepayment will be released against share premium as the equity 
financing facility is utilised the warrants reserve will be released to share premium when the warrants are 
exercised  if the warrants lapse then the reserve is transferred to retained earnings 
 
2 profit attributable to shareholders 
as permitted by section 408 of the companies act 2006 no separate company profit and loss account has 
been included in these financial statements the group loss for the year includes a loss after tax of £64065 
2010 £ nil which is dealt with in the financial statements of the company the total fees of the group‟s 
auditor bdo llp for services provided are analysed in note 5 to the consolidated financial statements on 
page 32 total fees for the year were £68896 2010 £69500 
 
the parent company did not have any employees in the year and therefore there were no payroll costs or 
pension costs 2010 nil 
 
  notes to the parent company financial statements continued 
 
provexis plc annual report and accounts 2011        49 
3 investments 
 
31 march 
2011 
31 march  
2010 
 £ £ 
   
cost 1382919 1382919 
provision for impairment 265583 265583 
net book value 1117336 1117336 
 
 
at 31 march 2011 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 
 
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 
2011 
 31 march 
2010 
 £ £ 
   
debtors falling due within one year   
prepayments 103593 115980 
total debtors falling due within one year 103593 115980 
   
debtors falling due after one year   
amounts owed by subsidiaries 10143754 5285050 
total debtors falling due after one year 10143754 5285050 
   
total debtors 10247347 5401030 
 
5 cash and cash equivalents 
 
31 march 
2011 
 31 march 
2010 
 £ £ 
   
cash at bank and in hand 7508925 6979011 
 7508925 6979011 
 
 
 
  notes to the parent company financial statements continued 
 
provexis plc annual report and accounts 2011        50 
6 creditors amounts falling due after one year 
 
31 march 
2011 
 31 march 
2010 
 £ £ 
   
creditors falling due after one year   
amounts owed to subsidiaries 2900418  
total creditors falling due after one year 2900418  
 
7 deferred tax 
 
deferred tax assets amounting to £227205 2010 £153128 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 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 3615529 4812036 
 
allotted called up and fully paid ordinary 
01p shares 
deferred 
09p shares 
total 
 number number number 
    
at 31 march 2009 819387796 401724366 1221112162 
issued on exercise of share options 3482469  3482469 
issued on subscription 200000000  200000000 
issued on open offer 85211664  85211664 
at 31 march 2010 1108081929 401724366 1509806295 
 
 ordinary 
01p shares 
deferred 
09p shares 
total 
 £ £ £ 
    
at 31 march 2009 819388 3615519 4434907 
issued on exercise of share options 3482  3482 
issued on subscription 200000  200000 
issued on open offer 85212  85212 
at 31 march 2010 1108082 3615519 4723601 
 
details of the share subscriptions share placings and the shares issued by the company during the two 
years ended 31 march 2011 are given in note 17 to the consolidated financial statements on pages 40 to 42 
 
details on the share option scheme and share based payment charge for the year are given in note 18 to the 
consolidated financial statements on page 44 
  notes to the parent company financial statements continued 
 
provexis plc annual report and accounts 2011        51 
9 reserves 
 share 
premium 
reserve 
warrant 
reserve 
retained 
earnings 
 £ £ £ 
    
at 1 april 2010 14527277 115980 5869481 
retained loss for the year   64065 
sharebased charges   69070 
reduction of premium – subscription under eff 12386   
shares issued during the year  subscription under eff 2394759   
at 31 march 2011 16909650 115980 5864476 
 
10 shareholders’ funds 
reconciliation of movement in shareholders‟ funds 
 31 march  
2011 
31 march  
2010 
 £ £ 
   
loss for year 64065  
sharebased payment charge note 18 – page 44 69070 225909 
shares issued during the year 88435 288694 
premium on shares issued 2394759 6547719 
reduction of premium on share issue 12386  
warrants issued during the year  equity financing facility  115980 
net additions to shareholders‟ funds 2475813 7178302 
opening shareholders‟ funds 13497377 6319075 
closing shareholders‟ funds 15973190 13497377 
 
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 and the 
company is included in the consolidated financial statements 
 
provexis ibd limited is 75 owned by provexis plc and 25 owned by ulive enterprises limited ulive 
enterprises limited is 75 owned by the university of liverpool 
 
provexis plc wholly owns provexis nutrition limited and provexis natural products limited provexis 
nutrition limited provexis natural products limited and provexis ibd limited are under the common 
control of provexis plc 
 
the company did not trade with provexis ibd limited during the year ended 31 march 2011 2010 nil at 
31 march 2011 the company was owed £5509 by provexis ibd limited 31 march 2010 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 £545838 2010 £380094 provexis 
ibd limited owed provexis group companies a total of £1426593 at 31 march 2011 31 march 2010 
owed £880755 
 
details of a related party transaction with dsm are given in note 22 to the consolidated financial statements 
on page 46 
 
12 post balance sheet events 
details of post balance sheet events are given in note 23 to the consolidated financial statements on 
page 46 
 
  company information 
 
 
provexis plc annual report and accounts 2011        52 
 
company number   05102907 
 
 
directors    c d buck 
     n c bain 
     k rietveld 
     s n moon 
     s n morrison 
     i ford 
 
 
audit committee   n c bain 
c d buck 
 
 
remuneration committee  c d buck 
n c bain 
k rietveld 
 
 
registrars    equiniti limited 
aspect house 
spencer road 
lancing 
west sussex bn99 6da 
 
 
secretary and registered office i ford 
thames court 
1 victoria street 
windsor 
berkshire sl4 1yb 
 
 
nominated adviser and broker  evolution securities limited 
100 wood street 
london ec2v 7an 
 
 
principal solicitors   shoosmiths 
apex plaza 
forbury road 
reading 
berkshire rg1 1sh 
 
 
auditors    bdo llp 
kings wharf 
20–30 kings road 
reading 
berkshire rg1 3ex 
 
 


Summary:
 chief executive’s statement 
 
 
 
 
provexis plc annual report and accounts 2011        4 
 
strategy 
 
we have continued to execute our strategy of discovery development and licensing functional food medical 
food and dietary supplements our intention to make acquisitions in order to develop shareholder value has 
been realised through our entering into a conditional agreement to acquire sis science in sport limited 
“sis” which is expected to complete on 24 june 2011  we believe that there is good synergy between the 
two businesses and that our existing scientific and regulatory expertise can assist in making the sis 
business a leader in claimssupported sports nutrition  
 
the provexis business model now extends from discovery through development and now to market by a 
combination of licensing and direct sales revenues the directors believe that this gives the business the 
correct balance of shortterm revenues and longterm pipeline potential  
 
the executive team will continue to seek further acquisitions as part of the longterm aim to strengthen the 
pipeline we have continued to invest in top quality management expertise in order to assist the group in 
meeting its strategic goals and this policy will continue 
 
to support our strategy we raised £25m via our equity financing facility in june and october 2010 with a 
further £25m from the conditional placing announced on 17 june 2011  together these fundraising events 
will enable us to undertake the acquisition of sis which is expected to complete on 24 june 2011 and 
deliver on our strategic plan 
 
fruitflow® 
 
the company announced on 1 june 2010 that it had entered into a longterm alliance with dsm nutritional 
products “dsm” to develop fruitflow® in all major global markets through an effective commercialisation of 
current formats and pioneering new and significant applications the “alliance”  
 
dsm launched fruitflow® to the industry in europe in november 2010 and in the us in march 2011 
manufacturing and supply chain for a cost effective syrup version of fruitflow® has been secured also good 
progress has been made on optimising the powder version of fruitflow® suitable for formats such as tablets 
and capsules and this format will be commercially available late in the summer 
 
fruitflow® has been recognised in the industry for its strong science and innovation being awarded the 
„most innovative health ingredient‟ and winning the best innovation in the „heart health‟ category at the 
major health ingredients europe conference in november 2010 in march 2011 the technology was awarded 
„best new ingredient‟ at the 2011 nutrawards held at the nutracon 2011 exhibition in anaheim california 
 
the alliance partners continue to collaborate on regulatory matters related to certain markets in addition the 
provexis scientific team continues to support its counterparts in areas such as analytical methods and 
analysis together with deepening the understanding of the core science 
 
dsm has made significant progress in marketing the technology in a broad range of global markets 
attracting positive interest from a wide range of global multinational and national brand owners in the 
functional food and dietary supplement sectors the directors are pleased with the progress being made in 
the marketplace by the companys alliance partner 
 
 
nsp3g plantain extract 
 
a fully independent data monitoring committee “dmc” has reviewed the data gathered from the first 
patients to complete the full 12 months of treatment in the crohn‟s disease trial following their review the 
dmc has confirmed that there are no negative findings associated with this initial dataset and no safety 
concerns related to the administration of the test product the dmc recommended a further interim review of 
the study be conducted in q4 2011 the interim review findings are in line with the company‟s expectations 
 
following this advice provexis intends to identify up to four additional trial centres to facilitate full recruitment 
of the remaining patients required to enable it to complete the trial in the shortest feasible timeline the 
directors have previously noted that the recruitment of patients for clinical trials in the area of inflammatory 
bowel disease is recognised as being challenging across the industry the company remains committed to  chief executive’s statement 
 
 
 
provexis plc annual report and accounts 2011        5 
this key technology and believes that opening extra trial centres will expedite the trial and support initial 
commercial discussions with corporate partners  
 
the group‟s liverpoolbased rd team will also continue to research and characterise nsp3g extracts for 
addressing cdifficile the socalled hospital „super bug‟ and antibioticassociated diarrhoea  
 
isothiocyanates 
 
the isothiocyanatebased cardiovascular inflammation work in collaboration with institute of food research 
“ifr” is proceeding well a novel extract has been developed and the first human trial has now 
commenced a second trial will commence later this year with a third and final trial to provide regulatory 
support for product launches being scheduled for 2012 
 
blood glucose 
 
we recently announced an agreement for development of dsmowned intellectual property for the promotion 
of healthy blood glucose levels following a period of assessment by provexis under the agreement it is the 
intention that provexis will develop a cost effective product carry out clinical trials and gain the necessary 
regulatory clearances dsm will contribute intellectual property and knowhow to the development 
programme the partners will together identify the most appropriate commercialisation arrangements before 
the product is launched 
 
outlook 
 
the commercial progress of fruitflow® is an important objective for the group in the coming financial period 
and we expect to see progress as our alliance partner dsm continues its marketing and selling efforts in 
addition to launching the powder version for dietary supplements 
 
integrating the sis business is the second major objective and we look to complete this as quickly as 
possible in order to focus existing and new management members on growing revenues in this business  
 
it is important that we reach full recruitment in the crohn‟s disease trial during this year in order that 
commercial partnering discussions can commence the isothiocyanate technology platform and the new 
blood glucose technology will both be accelerated in order we can bring these to market in the earliest 
possible time 
 
the management team will be focused on progress in the revenue generating areas of fruitflow® and sis 
while not losing sight of the medium and long term importance of the broader pipeline cash management 
will continue to be an area of high importance we will maintain our strategy of developing the capability of 
the overall provexis team in line with our goals  
 
stephen moon 
chief executive