PIL Annual Report

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Promisia Integrative Limited

Annual Report
31 December 2016

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THE COMPANY
Promisia Integrative Limited is a company focused on developing and marketing unique natural
therapeutic products with proven safety and efficacy based on robust research. Our goal is to add
scientific methodology and validity to a sector that is often perceived to be unscientific.

FINANCIAL SUMMARY
31 December
2016
$ 000
31 December
2015
$ 000
Change
%
Revenue 2,665 408 553%
Total comprehensive income attributable to
shareholders
(450) (956) (53)%
Total Assets 3,192 1,946 64%
Earnings per share (0.001) (0.003) 67%
Dividend per share Nil Nil -
Net Tangible Asset Backing ($ per share) $0.006 $0.006 -

SIGNIFICANT EVENTS
30 June 2016 Sales increase of over 600% for the six months of 2016 compared
with the same period last year
17 December 2016 Successful rights issue which raised $1,433,000 at $.03 per share.
31 December 2016 Sales increase of 553% for the full year to 31 December 2016
compared with the 2015 year.
y 2015 Positive preliminary findings for a clinical trial of Arthrem
®

8 December 2015 Publication of the positive clinical trial results for Arthrem
®
in the
peer reviewed international journal, Clinical Rheumatology.

17 December 2015 and shortfall subscription, which raised $1,690,000 at $.01 per share.
compared to the sar.

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Table of Contents
THE COMPANY ............................................................................................................................................ 2
FINANCIAL SUMMARY .............................................................................................................................. 2
SIGNIFICANT EVENTS ............................................................................................................................... 2
ANNUAL REPORT OF THE CHAIRMAN ................................................................................................. 4
PEOPLE – BOARD OF DIRECTORS ......................................................................................................... 6
GOVERNANCE ............................................................................................................................................. 6
INDEPENDENT AUDITOR’S REPORT ..................................................................................................... 11
FINANCIAL STATEMENTS ....................................................................................................................... 11
NOTES TO THE FINANCIAL STATEMENTS ........................................................................................... 18
SHAREHOLDER AND STATUTORY INFORMATION ........................................................................... 36
CORPORATE DIRECTORY AND SHAREHOLDER INFORMATION ................................................... 40

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ANNUAL REPORT OF DIRECTORS
On behalf of your directors I have pleasure in presenting the Annual Report for Promisia Integrative
Limited and its subsidiaries (“the Group”) for the year ended 31 December 2016.
Promisia Integrative Group Results
Revenues from sales of Arthrem
®
were $2,664,806 in the fiscal year 2016, representing a 553%
improvement on the $408,000 recorded in the previous year.
The Group incurred a loss of $459,000, including non-cash expenses of $80,000 and interest
expenses of $55,000, for the year ended 31 December 2016 (2015: $946,000 loss).
Highlights from 2016
Revenue growth of over 500%
Arthrem
®
sales increased significantly throughout the year. According to an independent report from
RPM pharmacy retail, Arthrem
®
is now the top selling product, by dollar value. Arthrem
®
is now
available from most New Zealand pharmacies.
Trading result
The loss for the year was below budget and reflected a loss of $366,000 in the first half of the year
compared with a loss of $93,000 in the second half. In the second half the loss was only $66,000,
before non-cash expenses. The directors consider this to be very satisfactory outcome, especially
when compared with the loss of $946,000 in 2015.
Successful Rights Issue
In December 2016 Promisia raised $1,433,331 through a successful rights issue. The issue was
oversubscribed by $1,244,219. The primary use of these funds will be the launch the joint supplement
for dogs in New Zealand and the launch of Arthrem
®
in Australia. The other main use of the funds
will be as working capital to finance all stages of the supply chain to service continued sales growth.
Outlook for 2017
The company had achieved its target market share for 2017 by the end of 2016. The current year has
started well with sales in January and February well ahead of the same months in 2016. In New
Zealand the company intends to build on a successful 2016 for Arthrem
®
. Some competition can be
expected in view of the success of Arthrem
®
and the company will take appropriate action to support
existing market share and grow the overall size of the local market.
In late 2016 the company changed marketing representation and as of 1 February 2017 has
implemented a small price increase to recover increased direct costs. The company has taken over
order fulfilment and operates a small warehouse and dispatch service to pharmacies and pharmacy
wholesalers.
Australia
The company is going through the registration process to list Arthrem
®
as a complementary medicine
in Australia with the Therapeutic Goods Administration. The process is taking longer than expected
and in the meantime work is underway to prepare for a launch in selected areas.
Joint supplement for dogs
Manufacturing trials are ongoing to perfect the formulation and maximise acceptance and palatability
by dogs. Marketing and distribution plans are also under development and the company expects to
launch the product in the second quarter of 2017.

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Research
As noted in the half year announcement the research programme has been focused on the finalisation
of a formulation for the joint supplement for dogs. Research into other products is ongoing.
Chief Executive
As of the end of March 2017 the company’s Chief Executive, Mr Charles Daily, resigned his position
after four years with the company. The directors thank Mr Daily for his contribution to the company
during that period. The directors will now begin the process of recruiting a new Chief Executive.
Priorities for 2017
The priorities for 2017 are:
 Building Arthrem
®
sales in New Zealand
 The launch of Arthrem
®
in Australia, and
 The launch of the joint supplement for dogs in New Zealand and, possibly, in Australia.
The company will face the usual challenges of launching new products into new markets but the
directors and staff are committed to building on the successes of 2016.
On behalf of the directors and management we thank shareholders for their support of the company,
particularly those who participated in the cash issue in late 2016.


Stephen Underwood
Chairman

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PEOPLE – BOARD OF DIRECTORS


Mr S. Underwood BCA LLB (VUW) Chairman – appointed 3 June 2016
Stephen Underwood is a business and management consultant with an extensive background in
venture capital investment. He is a director of a number of private companies.

Mr M.D. Priest
Duncan Priest has a long association with the New Zealand capital markets, equity financing and
investment banking. He has considerable experience in raising capital from both the retail and
wholesale markets.

Mr T.D. Brankin Dip Agriculture & Dip Farm Management (Lincoln)
Thomas Brankin is a New Plymouth based businessman with significant interests in rest homes,
hospitals and retirement villages. His other interests include commercial and residential property and
farm management software.

Senior Management
Mr C. Daily BSc James Madison University, Virginia USA resigned 3 March 2017

Dr S. Hunt PhD BSc (Hons) University of London
Sheena Hunt is an experienced senior research scientist in healthcare and drug development. She has
extensive experience in the critical analysis of scientific and clinical data and in the design,
implementation, analysis and reporting of controlled clinical trials in numerous therapeutic areas.
Sheena has a PhD from Kings College London, University of London and a BSc (Hons) from Royal
Holloway, University of London. Sheena’s PhD and postdoctoral research focused on bioactive plant
compounds as potential new treatments for human diseases.

GOVERNANCE
The overall responsibility for ensuring that the Company is governed appropriately rests with the
Board of Directors ensuring that they enhance investor confidence through good corporate
governance practice and accountability.

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THE BOARD OF DIRECTORS
A key responsibility of the Board is to formulate the Company’s strategic direction. In addition, the
Board must have oversight of the financial and operational controls of the business including its risk
management policies and strategies.

The Board also has responsibility for fostering corporate culture, the appointment and remuneration
of its senior executives, the adoption of corporate policies and plans and the approval of major
transactions.

Selection and Role of Chairman
The Chairman is selected by the Board from the non-executive directors. The Chairman’s role is to
manage the Board in an effective manner and provide leadership in the conduct of the Board’s
business and to facilitate the Board’s interaction with the Company’s CEO.

Board Membership
The Board consists currently of two independent directors and one non-independent director as
defined under NZX Rules. All three directors are non-executive directors and were appointed by the
Board and have been confirmed in the role by shareholders at a duly constituted meeting. Their
selection has been based on the value they bring to the Board table including their skills, commercial
experience, strategic thinking ability and general business acumen.
As at 31 December 2016 the Board was as follows:
Stephen Underwood Chairman and Non-Executive Director
Duncan Priest Non-executive Director
Thomas Brankin Non-executive Director
Malcolm Johnson Former Chairman and Non-Executive Director - resigned 3 June
2016
Brief profiles of the current board members are detailed on page 7 of this report.
Director Independence
In order for a director to be independent, the Board has determined that he or she must not be an
executive of Promisia Integrative and must have no disqualifying relationship. The Board follows the
guidelines of the NZX Listing Rules.
The Board has determined that Duncan Priest and Stephen Underwood are independent directors.
Thomas Brankin and associated interests hold a 9.29% shareholding in Promisia Integrative Limited.
He is therefore not independent.

Nomination and Appointment of Directors
The Board is responsible for identifying suitable director candidates for consideration by the Board.
Directors may also be nominated by shareholders under Listing Rule 3.2.2.
A director may be appointed by an ordinary resolution of shareholders and all directors are subject to
removal by ordinary resolution.
The Board may, at any time, appoint additional directors. However, a director shall only hold office
until the next annual meeting of the Company, but shall be eligible for election at that meeting.
One third of directors shall retire from office at the annual meeting each year. The directors to retire
shall be those who have been longest in office since they were last elected or deemed to be elected.
Directors’ Meetings
The number of meetings attended by directors during the year is detailed in the table below.

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Board Meeting Audit Committee
Director Held Attended Held Attended
Malcolm Johnson 3 3 - -
Stephen Underwood 10 10 2 2
Duncan Priest 10 10 2 2
Thomas Brankin 10 10 - -

Disclosure of Interests by Directors
The Company maintains an Interests Register in which particulars of certain transactions and matters
involving directors must be recorded. The Interests Register for Promisia Integrative Limited and
subsidiaries is available for inspection at its registered office.
Details of matters entered into the register by individual directors are outlined on pages 38 and 39 of
this report.

Directors’ Share Dealings
As part of its corporate governance code of practice and charter development the Company has
adopted a formal share dealing policy which sets out the procedure to be followed by directors and
staff in the event of trading in Promisia Integrative Limited shares to ensure that no trades are
effected while that person is in possession of price sensitive information. Details of director and staff
share transactions are outlined on page 39.

Indemnification and Insurance of Directors and Officers
The Company holds Directors and Officers liability insurance.

BOARD COMMITTEES
Presently the Board operates only one committee, being the Audit Committee. Matters concerning
nominations to the Board of Directors and remuneration are dealt with by the full Board in keeping
with the size of the Company.
Audit Committee
The role of the Audit Committee is to assist the Board in carrying out its responsibilities under the
Companies Act 1993 as it concerns accounting practices, policies and controls relative to the
Company’s financial position and to make appropriate enquiry into any audit of the Company’s
financial statements. This responsibility includes providing the Board with additional assurance about
the quality and reliability of any financial information issued publically by the Company from time to
time. Ultimately the Board as a whole is responsible for the accuracy and relevance of the Company’s
financial statements. The Audit Committee provides additional and more specialised oversight. The
Audit Committee also reviews the operation of internal controls together with the quality and cost of
the external audit undertaken by the Company’s auditors.
The Audit Committee comprises two non-executive directors one whom which has special expertise in
financial matters. The Audit Committee members are Stephen Underwood (Chair) and Duncan Priest.
The Audit Committee met twice during the financial year in addition to corresponding as required
with the external auditor.

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Remuneration Committee
During the 2016 financial year the full Board dealt with the functions of the Remuneration
Committee. Matters considered related to the remuneration, benefits and terms of employment of
senior executives of the Company, including incentive performance arrangements and the
implementation of a staff share scheme.
Nominations Committee
During the 2016 financial year the full Board dealt with the functions of the Nominations Committee.
Its function is to identify and recommend candidates for the position of director of the Company
taking into account the skills, experience and qualifications necessary to ensure that the Board works
as an effective unit.

REMUNERATION
Remuneration of both directors and Company executives is a responsibility of the Remuneration
Committee, being the full board. Details of director and executive remuneration, including
entitlements, are set out on page 38.
Remuneration of Directors
The amount paid currently to all non-executive directors is $17,000 per annum (other than the
Chairman). The Chairman is paid $49,000 per annum. Under NZX Listing Rule 3.5.2, the Board may
only make a payment to a director upon cessation or retirement from office with shareholder
approval. The Company’s policy is in line with best practice guidelines from the New Zealand Institute
of Directors and no directors are entitled to retirement payments.
Remuneration of Executives and Employees
Executive remuneration consists of a fixed monthly base contracting fee. Share options may be
granted from time to time as an additional incentive. The Group has no employees. During the year a
staff bonus scheme and unpaid share scheme was set up to remunerate contracted executive and staff
for their performance. No other remuneration or benefits, including superannuation and
contributions to Kiwisaver, were paid during the financial year.
Market Disclosure
The Board is committed to the promotion of investor confidence by ensuring that trading of its shares
takes place in an efficient, competitive and informed market.
The Company has in place procedures designed to ensure compliance with the NZX Listing Rules so
that:
 All investors have equal and timely access to material information concerning the Company,
including its financial situation, performance, ownership and governance.
 Company announcements are factual and presented in a clear and balanced form.
Accountability for compliance with disclosure obligations is with the Chairman and the Chief
Executive Officer. Significant market announcements, including the preliminary announcement of the
half year and full year results, the accounts for those periods and any advice of a change in earnings
forecast are approved by the Board.

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Diversity
As at 31 December 2016 the gender balance of the Company’s directors and contracted senior
management was as follows:
Directors Contract Management
Male 3 2
Female - 1
Total 3 3

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Independent auditor’s report
To the Shareholders of Promisia Integrative Limited
Opinion
We have audited the consolidated financial statements of Promisia Integrative Limited and its
subsidiaries (the Group) on pages 14 to 35, which comprise the consolidated balance sheet as at 31
December 2016 and the consolidated statement of comprehensive income and, consolidated statement
of changes in equity and consolidated statement of cash flows for the year then ended, and a summary of
significant accounting policies and other explanatory information.
In our opinion, the accompanying consolidated financial statements present fairly, in all material
respects, the consolidated financial position of the Group as at 31 December 2016, and its consolidated
financial performance and its consolidated cash flows for the year then ended in accordance with New
Zealand Equivalents to International Financial Reporting Standards (NZ IFRS).
Basis for Opinion
We conducted our audit in accordance with International Standards on Auditing (New Zealand)
(ISAs (NZ)). Our responsibilities under those standards are further described in the ‘Auditor’s
responsibilities for the audit of the consolidated financial statements’ section of our report.
We are independent of the group in accordance with Professional and Ethical Standard 1 (Revised) ‘Code
of ethics for assurance practitioners’ issued by the New Zealand Auditing and Assurance Standards Board,
and we have fulfilled our other ethical responsibilities in accordance with these requirements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.
Other than in our capacity as auditor we have no relationship with, or interests in, Promisia Integrative
Limited or any of its subsidiaries.
Other Information
The Directors are responsible for the other information. The other information comprises the annual
report (but does not include the consolidated financial statements and our auditor’s report thereon).
Our opinion on the consolidated financial statements does not cover the other information and we do
not express any form of audit opinion or assurance conclusion thereon.
In connection with our audit of the consolidated financial statements, our responsibility is to read the
other information and, in doing so, consider whether the other information is materially inconsistent
with the consolidated financial statements or our knowledge obtained in the audit or otherwise appears
to be materially misstated. If, based on the work we have performed, we conclude that there is a
material misstatement of this other information, we are required to report that fact. We have nothing to
report in this regard.

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o the Shareholders of Promisia Integrative Limited
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our
audit of the consolidated financial statements of the current period. These matters were addressed in the
context of our audit of the consolidated financial statements as a whole and in forming our opinion
thereon, and we do not provide a separate opinion on these matters.
Key audit matter How our audit addressed the key audit matter
1. Valuation of inventory

Refer to notes 2.d.(xiii) & 15.

Inventory has been recognised in the consolidated financial
statements with a value of $811,000.

Valuation of inventory is considered a key audit matter due to
the nature and significance of the asset to the group’s
consolidated statement of financial position.

Inventory is stated at the lower of cost and net realisable
value after making due allowance for obsolescence and
degradation. Due to the nature of the raw material and
finished inventory product, there is a risk that the carrying
value of the inventory may not be recoverable due to
degradation.

Whether a write down in the inventory value is required
involves judgement. Key judgements are considered in
relation to sale forecasts, current sales performance, sale
prices and inventory ageing.

 We reviewed and questioned management’s
significant assumptions regarding the extent of any
degradation of the raw material and finished
Inventory product.
 We reviewed forecasted sales figures compared with
actual for the current year and the group’s on-going
sales forecasts.
 We performed ratio analysis on both how quickly
inventory is sold and the amount of inventories on
hand relative to cost of sales and we considered
inventory yields and ageing.
 We discussed the key assumptions with the directors
and senior management and obtained written
representations.
 We evaluated the related financial statement note
disclosures.
2. Valuation of intangible assets

Refer to notes 2.d.(xv) & 17.

Intangible Assets has been recognised in the consolidated
financial statements with a value of $127,000.
Intangible assets relate primarily to the website. Judgement is
involved in terms of deciding whether website related
expenditure should be expensed or capitalised as well as
whether there is any impairment in the assets value. For
these reasons, valuation of intangibles is considered a key
audit matter.
Research and Development Costs not meeting the criteria for
capitalisation as required by NZ IAS 38 – Intangible Assets, are
expensed.
At each reporting date the group reviews the carrying
amounts of its intangible assets to determine whether there
is any indication that those assets have suffered an
impairment loss. The cash generating unit identified by the
group to which the Intangible asset is allocated for
impairment testing is the sale of the group’s product -
Arthrem.
The impairment assessment requires judgement. The key
judgement is considered to be in relation to sales forecasts
and sale history. The intangible assets are also amortised over
a 3 – 5 year period.
 We reviewed all significant supplier invoices relating
to website expenditure and assessed the accounting
treatment in accordance with NZIAS 38.
 We requested and reviewed the reasonableness of the
assumptions in the group’s impairment assessment.
 We assessed the group’s earnings forecasts with
reference to actual historical earnings and post
balance date earnings.
 We considered the appropriateness of the
amortisation provision.
 We questioned the directors’ assumptions used in the
company’s impairment model on intangibles,
described in note 2.d (xv) to the consolidated
financial statements. We verified the reliability of the
information on which the expectations have been
based and assessed the reasonableness, relevance and
consistency of the assumptions applied.
 We evaluated the related financial statement note
disclosures.

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ended, and a summary of significant accounting policies and other explanatory
information.
Director’s responsibility for the consolidated financial statements
Director’s responsibilities for the consolidated financial statements
The directors are responsible on behalf of the group for the preparation and fair presentation of
the financial statements in accordance with New Zealand Equivalents to International Financial Reporting
Standards (NZ IFRS), and for such internal control as the directors determine is necessary to enable the
preparation of financial statements that are free from material misstatement, whether due to fraud or
error.
In preparing the financial statements, the directors are responsible on behalf of the group for assessing
the group’s ability to continue as a going concern, disclosing, as applicable, matters related to going
concern and using the going concern basis of accounting unless the directors either intend to liquidate
the group or to cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the consolidated financial statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements
as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s
report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee
that an audit conducted in accordance with ISAs (NZ) will always detect a material misstatement when it
exists. Misstatements can arise from fraud or error and are considered material if, individually or in the
aggregate, they could reasonably be expected to influence the decisions of users taken on the basis of
these consolidated financial statements.
A further description of the auditor’s responsibilities for the audit of the consolidated financial
statements is located at the XRB’s website at
https://xrb.govt.nz/Site/Auditing_Assurance_Standards/Current_Standards/Page1.aspx
The engagement partner on the audit resulting in this independent auditor’s report is Miecio (Mitch)
Czudaj.
This report is made solely to the shareholders of the group. Our audit has been undertaken so that we
might state to the shareholders those matters we are required to state to them in an auditors’ 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 shareholders, for our audit work, for this report, or for the opinions we have
formed.

Moore Stephens Wellington Audit | Qualified Auditors, Wellington, New Zealand
31 March 2017T

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FINANCIAL STATEMENTS
PROMISIA INTEGRATIVE LIMITED
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the year ended 31 December 2016
GROUP
Note
2016
$000
2015
$000

Revenue

3

2,665

408
Cost of Goods Sold 4 (773) (98)
1,892 310

Expenses
Administration 5 (661) (490)
Operating 5 (1,432) (464)
Research 5 (191) (234)
Amortisation 5 (23) (14)
Total Expenses (2,307) (1,202)

OPERATING (LOSS) (415) (892)
Finance costs – interest paid (55) (62)
Finance income – interest received 11 8
(LOSS) BEFORE INCOME TAX (459) (946)
Income tax expense 6 - -
NET LOSS FOR YEAR (459) (946)
OTHER COMPREHENSIVE INCOME
Items that may be subsequently reclassified to
profit or loss
- -
Currency translation differences 10 9 (10)
TOTAL COMPREHENSIVE LOSS FOR YEAR
ATTRIBUTABLE TO SHAREHOLDERS


(450)

(956)

EARNINGS PER SHARE
Basic earnings per share 12 $(0.001) $(0.003)
Diluted earnings per share 12 $(0.001) $(0.003)
All revenue, expenses and the net loss relate to the continuing operations of the Group. The net loss and
comprehensive loss were all allocated to company shareholders.


This statement should be read in conjunction with the notes to the financial statements

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PROMISIA INTEGRATIVE LIMITED
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the year ended 31 December 2016
GROUP SHARE
CAPITAL
FOREIGN
CURRENCY
RESERVE
SHARE
OPTION
RESERVE
ACCUM
LOSSES
TOTAL

$000 $000 $000 $000 $000

Equity at 31 December 2014 52,731 195 58 (52,986) (2)
Net loss for the year - - (946) (946)
Other comprehensive income (10) - - (10)
Share Issue 1,450 - - - 1,450
Share based payment - - 43 - 43
Expired share options 44 (44) -
Equity at 31 December 2015 54,225 185 57 (53,932) 535
Net loss for the year - - (459) (459)
Other comprehensive income 9 - - 9
Share Issue 1,557 - - - 1,557
Share based payment - - 43 - 43
Expired/Retired share options 17 (17) -
Equity at 31 December 2016 55,799 194 83 (54,391) 1,685










This statement should be read in conjunction with the notes to the financial statements.

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PROMISIA INTEGRATIVE LIMITED
CONSOLIDATED BALANCE SHEET
As at 31 December 2016
GROUP Note 2016
$000
2015
$000

EQUITY
Share Capital
7
55,799 54,225
Accumulated Losses
8
(54,391) (53,932)
Other Equity Reserves
9
277 242
TOTAL EQUITY

1,685 535



Represented By :


CURRENT ASSETS


Bank

1,827 1,021
Receivables
13
258 97
Inventory
15
811 591
Prepayments
14
84 42
Tax Receivable

5 5
TOTAL CURRENT ASSETS

2,985 1,756



NON-CURRENT ASSETS


Investment
18
75 75
Intangible Assets
17
127 115
Tangible Assets
16
5 -
TOTAL NON CURRENT ASSETS 207 190

TOTAL ASSETS 3,192 1,946

CURRENT LIABILITIES
Payables and Accruals
19
468 315
Loan
20
120 -
TOTAL CURRENT LIABILITIES 588 315

NON CURRENT LIABILITIES
Loan
20
919 1,096
TOTAL LIABILITIES 1,507 1,411

NET ASSETS /(LIABILITIES) 1,685 535

Authorised for issue on behalf of the Board

Stephen Underwood Tom Brankin Wellington
Chairman Director 31 March 2017
This statement should be read in conjunction with the notes to the financial statements.

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PROMISIA INTEGRATIVE LIMITED
CONSOLIDATED STATEMENT OF CASH FLOWS
For the year ended 31 December 2016
GROUP Note 2016
$000
2015
$000

OPERATING ACTIVITIES
Cash was provided by (applied to):
Interest (paid) (44) (54)
GST (net) 56 49
Receipts from customers 2,471 534
Payments to suppliers (3,147) (1,421)

NET CASH USED IN OPERATING ACTIVITIES





25

(664)

(892)

INVESTING ACTIVITIES
Cash was provided from (applied to):
Purchase intangible assets (40) (19)
NET CASH USED IN INVESTING ACTIVITIES (40) (19)

FINANCING ACTIVITIES
Cash was provided from (applied to):
New share capital 1,510 1,284

NET CASH FROM FINANCING ACTIVITIES



1,510

1,284

NET CHANGE IN CASH HELD 806 373
Bank at beginning of year 1,021 648
BANK AT END OF YEAR 1,827 1,021








This statement should be read in conjunction with the notes to the financial statements.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
1. General Information
The financial statements presented are those of Promisia Integrative Limited (the company) and its
subsidiaries (the group). The Group’s principal activities are focused on developing and marketing
unique therapeutic natural products with proven safety and efficacy based on robust scientific
research.
The company is registered under the Companies Act 1993 and is a Financial Markets Conduct 2013
reporting entity in terms of the Financial Reporting Act 2013. The group is profit-oriented.
Promisia Integrative Limited is a company domiciled and incorporated in New Zealand. The
registered office of the company is Level 15, 171 Featherston Street, Wellington.
2. Statement of Accounting Policies
(a) Basis of Preparation
The financial statements have been prepared under the historical cost convention.
These financial statements have been prepared in accordance with generally accepted accounting
practice in New Zealand, which is the New Zealand equivalent to International Financial Reporting
Standards (NZIFRS). They also comply with International Financial Reporting Standards.
The financial statements are presented in New Zealand dollars which is the group’s functional and
presentation currency and rounded to the nearest thousand dollars unless stated otherwise.
(b) Going concern
The Promisia Group has generated sales of $2,665,000 during the year ended 31 December 2016
(2015:$408,000) and at year end, the balance sheet records a position of positive equity.
It is the continuing opinion of the board of directors that there are reasonable grounds to believe that
operational and financial plans in place are achievable and accordingly the group is able to continue as
a going concern and meet its debts as and when they fall due. Accordingly, use of the going concern
assumption remains appropriate in these circumstances.
In arriving at this position the directors have considered the following pertinent matters:
1. One of the directors has signed a letter of support stating that he will not, for a 12-month
period, make demand on the company for amounts owed to him in the form of outstanding
directors’ fees, expenses and advances.
2. The directors are continuously assessing new options in the Group and together with the
initiatives undertaken in 2015 and 2016 , this will assist the Company in its next phase of growth
with the development and commercialisation of its products.
3. The loan from Wells Investments Ltd – see note 20.
(c) Significant accounting estimates and judgements
The preparation of the financial statements in conformity with NZIFRS requires the use of certain
critical accounting estimates. It also requires management to exercise judgment in the process of
applying the Group’s accounting policies. Estimates and judgments are continually evaluated and are
based on historical experience and other factors, including expectations of future events that are
believed to be reasonable under the circumstances. The Group makes estimates and assumptions
about the future. The resulting accounting estimates will by definition seldom equal related actual
results. The estimates and assumptions that have a risk of causing a material adjustment to the
carrying value of assets and liabilities within the next financial year are discussed below:

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Share based payments
The significant estimates and assumptions involved in measuring the cost of equity settled
transactions with directors and management (note 7.5).
Impairment of intangible assets
Intangible assets are amortised and are tested for impairment when events or changes in
circumstances indicate the carrying value may not be recoverable (note 17).
(d) Specific accounting policies
The following specific accounting policies which materially affect the measurement of profit and the
financial position have been applied.
(i) Basis of consolidation — purchase method
The consolidated financial statements include the company and its subsidiaries accounted for using the
purchase method. All significant inter-company transactions are eliminated on consolidation.
(ii) Statement of Cash flows
For the purpose of the cash flow statement, cash includes cash on hand, deposits held at call with
banks, and investments in money market instruments, net of bank overdrafts.
(iii) Foreign currencies
Transactions in foreign currencies are initially recognised in the functional currency of the relevant
operating unit. At balance date, foreign monetary assets and liabilities are translated at the closing rate,
and exchange variations arising from these translations are recognised in the income statement. The
assets and liabilities of foreign operations, whose functional currency is not the New Zealand dollar, are
translated at the closing rate. Revenue and expense items are translated at the spot rate at the
transaction date or a rate approximating that rate. Foreign currency exchange differences are
recognised in the foreign currency translation reserve.
(iv) Goods and Services Tax (GST)
The statement of comprehensive income and statement of cash flows have been prepared exclusive of
GST. All items in the balance sheet are stated net of GST with the exception of receivables and payables
which include GST invoiced.
(v) Revenue
Revenue on sales of goods is recognized when they are delivered and ready for use by the customer and
recorded at net of discounts allowed.
(vi) Government Grants
Government grants are recognised where there is reasonable assurance that the grant will be received
and all attached conditions will be complied with. When the grant relates to an expense item, it is
recognised as income on a systematic basis over the periods that the related costs, for which it is
intended to compensate, are expensed. These grants are deducted in reporting the related expenses.
When the grant relates to an asset, it is recognised as income in equal amounts over the expected useful
life of the related asset.
(vii) Taxation
The income tax expense charged to the statement of comprehensive income includes both the current
year’s provision and the income tax effect of (i) Taxable temporary differences, except those arising
from initial recognition of goodwill and other assets that are not depreciated; and (ii) Deductible
temporary differences to the extent that it is probable that they will be utilised. Temporary differences
arising from transactions, other than business combinations, affecting neither accounting profit nor
taxable profit are ignored.

20
Tax effect accounting is applied on a comprehensive basis to all timing differences. A deferred tax asset
is only recognised to the extent that it is probable there will be future taxable profit to utilise the
temporary differences.
(viii) Share capital
Ordinary shares are classified as equity. Direct costs of issuing shares are shown as a deduction from
the proceeds of the issue. Where share options issued have expired then share capital includes an
adjustment for the expired share option cost as transferred from the option reserve.
(ix) Share based payments
The Group measures the cost of equity-settled transactions with directors and management by
reference to the fair value of the equity instruments at the date at which they are granted. Estimating
fair value for share-based payment transactions requires determination of the most appropriate
valuation model, which is dependent on the terms and conditions of the grant. This estimate also
requires determination of the most appropriate inputs to the valuation model including the expected
life of the share option, volatility and dividend yield and making assumptions about them. The
assumptions and models used for estimating fair value for share-based payment transactions are
disclosed in Note 7.5.
All share-based remuneration is ultimately recognised as an expense in profit or loss with a
corresponding credit to share option reserve. If vesting periods or other vesting conditions apply, the
expense is allocated over the vesting period, based on the best available estimate of the number of
share options expected to vest.
Upon exercise of share options, the proceeds received net of any directly attributable transaction costs
are allocated to share capital.
(x) Financial instruments
Non-derivative financial instruments comprise trade and other receivables, cash and cash equivalents,
loans and advances to others, trade and other payables and term borrowings. They are all classified as
loans and receivables and are recognised initially at fair value plus any directly attributable
transaction costs.
Subsequent to initial recognition, these financial instruments are measured at amortised cost using
the effective interest method, less any impairment losses. Due to their short-term nature, the carrying
value of cash and cash equivalents, trade and other receivables, trade and other payables
approximates their fair value.
A financial instrument is recognised if the Group becomes a party to the contractual provisions of the
instrument. Financial assets are derecognised if the Group’s contractual rights to the cash flows from
the financial assets expire or if the Group transfers the financial asset to another party without
retaining control or substantively all risks and rewards of the asset. Financial liabilities are
derecognised if the Group’s obligations specified in the contract expire or are discharged or cancelled.
Cash and cash equivalents comprise cash balances and deposits. Bank overdrafts that are repayable on
demand and form an integral part of the Group’s cash management are included as a component of
cash and cash equivalents for the purpose of the Statement of Cash Flows.
The Group does not have any derivative financial instruments or any other financial assets or
liabilities that are classified as instruments at fair value through profit and loss under NZ IFRS.
(xi) Receivables and payables
Receivables and payables are initially recorded at fair value and subsequently carried at amortised cost
using the effective interest method. Due allowance is made for impaired receivables (doubtful debts).

21
(xii) Employee entitlements
There are no liabilities for annual leave, sick leave and long-service leave as the Group currently has no
employees.
(xiii) Inventories
Inventories are stated at the lower of cost, determined on a first-in first-out basis, and net realisable
value after making any allowance for obsolescence or degradation. In particular, certain inventory
which is older than 6 years, is discounted by 30%. The cost of work in progress and finished goods
includes the cost to purchase the inventory and transport it to its current location.
(xiv) Investments
Investments are valued at the lower of cost and market value. Where in the opinion of the directors
there has been a permanent diminution in the value of investments this has been recognized in the
current period. Shares in unlisted companies cannot be valued reliably. They are therefore carried at
cost less any impairment losses. Should any impairment losses be suffered they will not be reversed
even if the circumstances leading to the impairment are resolved.
(xv) Intangible Assets
Acquired computer software licences are capitalised on the basis of the costs incurred to acquire and
install the specific software. Costs that are associated directly with the development of software are
recognised as intangible assets where the following criteria are met:
For external and internally developed software - expenditure on the research phase of a project to
develop new customised software for e-commerce platforms is recognised as an expense as incurred.
Costs that are directly attributable to a project’s development phase are recognised as intangible
assets, provided they meet the following recognition requirements: (i) the development costs can be
measured reliably (ii) the project is technically and commercially feasible (iii) the Group intends to
and has sufficient resources to complete the project (iv) the Group has the ability to use or sell the
software (v) the software will generate probable future economic benefits.
Development costs not meeting these criteria for capitalisation are expensed as incurred.
The useful lives of the Group’s intangible assets are assessed to be finite. Assets with finite lives are
amortised over their useful lives and tested for impairment whenever there are indications that the
assets may be impaired.
Amortisation is recognised in the statement of comprehensive income on a straight-line basis over the
estimated useful life of the intangible asset of 3 to 5 years, from the date it is available for use.
(xvi) Plant and equipment
Plant and equipment is initially recorded at cost. When an item of property, plant and equipment is
disposed of any gain or loss is recognised in the statement of comprehensive income income statement
and calculated as the difference between the sale price and the carrying value of the item.
Depreciation is provided for on a diminishing value basis on all plant and equipment at depreciation
rates calculated to allocate the assets’ cost or valuation less estimated residual value over their
estimated useful lives.
Major depreciation periods are plant and equipment 5 to 15 years.
Assets are fully written off when no longer in use by the Group.
(xvii) Impairment
At each reporting date, the group reviews the carrying amounts of its tangible and intangible assets to
determine whether there is any indication that those assets have suffered an impairment loss. If any
such indication exists, the recoverable amount of the asset is estimated in order to determine the extent
of the impairment loss (if any).

22
Recoverable amount is the higher of the fair value less costs to sell and value in use.
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 in profit or
loss immediately, unless the relevant asset is carried at fair value, in which case the impairment loss is
treated as a revaluation decrease.
Where an impairment loss subsequently reverses, other than for goodwill, the carrying amount of the
asset is increased to the revised estimate of its recoverable amount, but only to the extent 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 years. A reversal of an impairment loss is
recognised in the statement of comprehensive income immediately, unless the relevant asset is carried
at fair value, in which case the reversal of the impairment loss is treated as a revaluation increase.
(xviii) Changes in accounting policies
There have been no changes to the accounting policies for the year ended 31 December 2016.
Adoption status of relevant new financial reporting standards and interpretations:
(i) There are no new standards or amendments to standards applicable to the Group for the year
ended 31 December 2016.
(ii) A number of new standards and amendments to standards became effective for early adoption for
annual periods beginning after 1 January 2016. However, the Group has not early adopted these
standards and is yet to assess their impact. The standards relevant to the Group are as follows: NZ
IFRS 9 Financial Instruments (effective 1 January 2018) and NZIFRS 15- Revenue from Contracts
with Customers (effective 1 January 2018) NZ IFRS 16: Leases (Effective for periods beginning on
or after 1 January 2019).
3. Revenue
GROUP 2016
$000
2015
$000
Sales
2,665 408
Total Revenue
2,665 408
4. Cost of Goods Sold
GROUP 2016
$000
2015
$000
Opening balance inventory
591 417
Purchases
993 272
Closing balance inventory
(811) (591)
Cost of goods sold
773 98

23
5. Analysis of Expenses
GROUP 2016
$000
2015
$000
Administration

Auditor’s remuneration 38 27
Directors’ fees 74 60
Foreign exchange loss(gain) 10 (10)
NZX listing & registry 42 45
Rental 13 16
Share based payment 43 43
Staff & employment costs 180 140
Other 301 169
Total Administration 661 490

Operating
Distribution
210 80
Marketing 1,172 357
Other operating costs 50 26
Total Operating 1,432 464

Research 2016
$000
2015
$000
Clinical trials
- 68
Employment costs 182 177
Other research 9 29
Less grants - (40)
Total Research Expenses 191 234
Amortisation 23 14
TOTAL EXPENSES 2,307 1,202

24
6. Taxation
Group 2016
$000
2015
$000
Net Loss for year
(459) (946)
Taxation @ 28 cents

- -
The Group has $3,551,460 (2015: $3,140,986) of New Zealand domiciled entity tax losses
accumulated from previous years. The current tax losses and 49% shareholder continuity are subject
to IRD approval. To offset these tax losses against future taxable income, a 49% continuity of ultimate
shareholders must own the Company’s shares from beginning of the year of the loss to the end of the
year of offset. The company met this condition at 31 December 2016. These tax losses will be
recognised as an asset at the time that it is considered probable that future taxable profits are
available to offset these tax losses.
There are no imputation credits available to shareholders (2015: $nil).

7. Share Capital
The Group’s share capital includes fully paid, subscribed and treasury shares. All fully paid shares
carry full and equal voting rights and share equally in distributions. The shares have no par value.
7.1 Fully paid shares
There were 498,510,841 (2015: 435,532,130) authorised ordinary shares on issue at balance date.
2016
$000
2015
$000
Opening balance
54,225 52,731
New subscribed and paid capital
(Note 7.2)
1,585 1,538
Expired/Retired options
(Note 11)
17- 44
Issue costs (28) (88)
Closing balance 55,799 54,225
7.2 New subscribed and paid capital
GROUP 2016
$000
2015
$000
New subscribed capital 1,585 1,690
Less unpaid subscribed capital - (152)
New subscribed and paid capital at 31 December 2016 1,585 1,538
During the year 63 million ordinary shares were issued as part of a rights issue to raise further equity
funding of $1,585,000 for the company’s next phase of growth and development.

25
At 31 December 2016 the new subscribed and paid capital from the rights issue totalled $1,585,000.
There was no unpaid capital at 31 December 2016.
Details of shares issued to the directors as part of the rights issue are set out in note 22 2 (e).
7.3 Unpaid ordinary shares – Treasury shares
A further 27,043,986 of unpaid shares have been issued by the company as a part of a Staff Unpaid
Share Scheme for eligible staff being employees or contractors to purchase. The shares are unallocated
shares and held by a nominee company, Promisia Trustee Limited - see note 22.2 (f). No shares were
allocated at 31 December 2016.
GROUP Number of
shares
2016
$000
Opening balance 1 January 2016 - -
Unpaid subscribed shares acquired 27,043,986 -
Closing balance 31 December 2016 27,043,986 -
7.4 Option Scheme
On 1 September 2014 the company granted further options totalling 17.08 million to the directors and
management of the company. See note 22.2 (c) for other details.
Movements in the number of share options outstanding and their related weighted average exercise
prices are as follows:


2016
Number of
options
2016
Weighted
average of
exercise price
2015
Number of
options
2015
Weighted
average of
exercise price
Outstanding at 1 January
17,080,000 $0.06 26,680,000 $0.06
Granted - -- - -
Expired 1770,000 - (9,600,000) $0.06
Outstanding at 31 December 15,310,000 $0.06 17,080,000 $0.06
The terms of issue of the options are -
The options (i) may be converted to ordinary shares by payment of $0.08 per share up to the expiry
date of 29 May 2018. (ii) may be transferred at any time provided the board approves the transfer. (iii)
will not give any right to participate in dividends or any new pro rata entitlement issues of securities of
the company until shares are allotted pursuant to the exercise of the options. (iv) shall vest annually
based on a prorated calculation over the life of the option from grant to expiry date
Should the option holder cease to hold office, employment, provide consulting services, (except where
such cessation occurs as a result of a change in control of the company, with a change in control being
where a shareholder or group of associated shareholders become entitled to sufficient shares in the
company to give it or them the ability to replace all or a majority of the board of the company) the
relevant outstanding options of option holder shall be forfeited and all rights and/or benefits in
relation to those options shall also be forfeited after a period of 30 days from the date of cessation of
holding office, employment and/ or consulting as the case may be.

26
7.5 Share based payments & options granted
During the year the share based payment expense recognised for options granted by the company
amounted to $42,707 (2015 $42,707.) See note 11 for further details.
The fair value of the services rendered in exchange for the grant of the options are recognised as an
expense and the amount expensed is determined by reference to the fair value of the options granted.
There are no market or non-market performance conditions attached to the options granted.
When the options are exercised, the company issues new shares and the proceeds received net of any
directly attributable transaction costs are credited to the share capital and share premium accounts.
The fair value of the share options is estimated at the grant date using the Black - Scholes option
pricing model taking account the terms and conditions upon which the share options were granted.
The volatility was measured based on a statistical analysis of share prices over the last year and a
comparison of volatilities to other similar operating companies.
The inputs into the share option pricing model are as follows:
Options granted Issue 1 Issue 2
Grant date 24 April 2013 1 Sept 2014
Vesting period ends 26 Feb 2015 29 May 2018
Share price at date of grant 0.021 cents 0.o42 cents
Volatility 50% 50%
Option life 1.84 years 3.7 years
Risk free investment rate 2.60% 3.61%
Fair value at grant date 0.014 cents 0.0094 cents
Exercise price at date of grant 0.025 cents 0.08 cents
Weighted average remaining
contractual life
1.9 months 3.4 years

The sensitivity analysis of fair value of the options to volatility is presented in the following table:
Range of
volatility
Volatility
change by
Fair value will
change by
Options 50% to 99% 1% 0.03
Options 100 to 149% 1% 0.02
Options 150% & more 1% 0.01

27
8. Accumulated Losses
GROUP 2016
$000

2015
$000
Opening balance (53,932) (52,986)
Net (Loss) for the year (459) (946)
Closing balance (54,391) (53,932)
9. Other Equity Reserves
GROUP 2016
$000
2015
$000
Foreign currency – note 10 194 185
Share option – note 11 83 57
277 242
10. Foreign Currency Reserve
GROUP 2016
$000
2015
$000
Opening balance 185 195
Movement in foreign currency
translation 9 (10)
Closing balance – note 9 194 185

This reserve comprises the foreign currency translation differences arising from the translation of the
financial statements of the Group’s foreign entities into New Zealand dollars.

11. Share Option Reserve
GROUP 2016
$000
2015
$000
Opening balance 57 58
Share options granted to CEO/Directors 43 43
Expired and transferred to share capital (17) (44)
Closing balance – note 9 83 57

All share based remuneration is ultimately recognised as an expense in the statement of
comprehensive income with a corresponding credit to the share option reserve. At the time of any
expiry or exercise of options, the amount of the reserve relating to the expiry or exercise of options is
transferred to share capital.

28
12. Earnings per share
GROUP

2016
$000
2015
$000
Loss attributable to ordinary shareholders (450) (956)
Weighted average number of shares for basic EPS 454,715 294,550
Weighted average number of shares for diluted EPS 456,594 312,430
Basic earnings per share $(0.001) $(0.003)
Diluted earnings per share $(0.001) $(0.003)
The calculation of basic earnings per share is based on the loss from continuing operations
attributable to ordinary shareholders and the weighted average of total ordinary shares on issue
during the year. The calculation of diluted earnings per share is based on the loss from continuing
operations attributable to ordinary shareholders and the weighted average number of ordinary shares
assuming that the share options were exercised in full as at 31 December 2016 - see note 7.4 for
further details.
13. Receivables
GROUP

2016
$000
2015
$000
Current Receivables

Trade receivables 258 36
Sundry receivables - 10
Other taxes - 51
Total other receivables - 61
Total current receivables 258 97
14. Prepayments
GROUP 2016
$000
2015
$000
Overseas contractor 71 34
Other 13 8
Total Prepayments 84 42

15. Inventory
GROUP 2016
$000
2015
$000
Raw materials and extract 715 525
Finished product 96 66
Total Inventory 811 591

29
16. Tangible Assets
GROUP 2016
$000
2015
$000
Plant & Equipment Gross carrying amount
Balance 1 January - -
Additions 5 -
Balance 31 December 5 -

No depreciation or impairment charges were made during the year.
17. Intangible Assets
GROUP 2016
$000
2015
$000
Website and trademark - Gross carrying amount
Balance 1 January 129 110
Additions 35 19
Balance 31 December 164 129

Amortisation and Impairment
Balance 1 January (14) -
Amortisation (23) (14)
Balance 3 1 December (37) (14)
Carrying amount at 31 December 127 115
18. Investments
GROUP
2016
$000
2015
$000
NZX Listing Bond 75 75
The carrying value of these investments is considered to be equivalent to their market value.
19. Payables and Accruals
GROUP 2016
$000
2015
$000
Current
Trade and other payables 293 193
Accruals 175 122
Total Payables and Accruals 468 315

30
20. Loan
2016
$000
2015
$000
Current liability
Loan 120 -
Non-current liability
Loan 919 1,096
1,039 1,096
On 22 October 2015, the Group entered into an updated loan agreement with Wells Investments
Limited. Prior to this date the loan was fully repayable during 2015. At 31 December 2016 the balance
of the loan was $1,038,708. This loan is repayable by 1 December 2019 or earlier. Interest is charged
at a rate of 5% per annum until 31 December 2016 and 6.5% from then until 1 December 2019. Loan
repayments commenced in 2017 at $10,000 per month. Details of the security granted over the loan
are set out in note 21.
21. Securities Granted
Wells Investments Limited holds security over the assets of the Group in priority to all or any other
lender until such time the loan is repaid.
22. Related Party Information
The Group has related party relationships with its controlled entities, and key management as follows:
22.1 Investments in Subsidiaries
The subsidiaries (controlled entities) held by the parent company were as follows:
PRINCIPAL
ACTIVITIES
COUNTRY
OF
INCORPORATION
COST
$
%
INTEREST
HELD BY
GROUP

Promisia Limited
Distribution &
Manufacture
New Zealand - 100
Benefit Arthritis Limited Distribution New Zealand - 100
Promisia Trustee Limited Trustee New Zealand - 100
Promisia Australia Pty Limited Distribution Australia 113 100
Promisia LLC Distribution USA - 100
During the year the group incorporated Promisia Trustee Limited on 13 May 2016 to act as a corporate
trustee for the group companies.

31
22.2 Related Party Transactions and Balances
(a) As at 31 December 2016, directors’ fees and expenses are owed to:
GROUP 2016
$
2015
$
E.M.M. Johnson - 80,650
S. Underwood 57,150 93,330
M.D. Priest 411 -
Total 57,561 173,980

E M M Johnson resigned as a director on 3 June 2016 on and is owed $92,748 at 31 December
2016

(b) No debts with related parties have been written off or forgiven during the year. The loan and
advance balances by the directors are not secured and interest is not charged. One director have
undertaken not to demand settlement of these balances for a period of 12 months.

(c) As at 31 December 2016, options granted to directors and management and outstanding:
Position Granted Outstanding Granted Outstanding
2016
000
2016
000
2015
000
2015
000
E.M.M Johnson - - - - 1,770
S. Underwood Director - 1,770 - 1,770
M.D. Priest Director - 1,770 - 1,770
T.D. Brankin Director - 1,770 - 1,770
C.O. Daily CEO - 8,000 - 8,000
Management - 2,000 - 2,000
Total - 15,310 - 17,080
(d) Transactions with key management
GROUP 2016
$000
2015
$000
Short term benefits 100 -
Key contracted management 180 140
Share based payment 43 43

32
(e) Rights Issue
During 2016, the following directors acquired shares as part of the rights issue by the Group –
(see note 7.2). Details of these transactions are as follows:
Director No of shares
issued
Cost
$
S. Underwood
1,757,655 52,730
T.D. Brankin 5,080,407 152,412
M.D. Priest 5,527,927 165,838

(f) Staff Unpaid Share Scheme (“scheme”)
The company has established a staff unpaid share scheme which offers eligible employed and
contracted staff (‘‘staff”) an entitlement to purchase unpaid shares in the company at a specified
price on a one-off basis, with no assurance being given that any entitlement will arise in future
years. The continued operation of the scheme and any further entitlements will be at the sole
discretion of the company directors. Terms and conditions of the offer are as follows:
During the year (i) 27,043,986 unpaid shares were purchased unpaid by Promisia Trustee
Limited, the company’s “nominee” company (ii) offered to eligible staff at an issue price of
$0.16 cents per share.
The unpaid shares will be allocated to staff on acceptance of an offer to them and held on their
behalf by the nominee company. No payment is required immediately for the unpaid shares
issued until they have been vested and called on by the company. Fully or partly paid shares
allocated to staff will rank equally or on a proportionate basis to all other shares issued by the
Company.
The company has also set up a bonus scheme for staff with bonuses being paid to staff net of tax
based on achieving agreed sales and other targets as set by the board on an annual basis for the
financial years ending 31 December 2016 and 31 December 2017.
23. Financial Instruments
The following financial assets and liabilities by categories are as follows:
GROUP 2016
Carrying
Amount
$000
2016
Fair
Value
$000
2015
Carrying
Amount
$000
2015
Fair
Value
$000
Cash 1,827 1,827 1,021 1,021
Receivables 258 258 97 97
Investments 75 75 75 75
Payables (468) (468) (315) (315)
Loan/Advances Payable (1,039) (1,039) (1,096) (1,096)
All carrying amounts of all financial assets and liabilities are classified under the category of loans and
receivables.

33
Fair value measurement
The Group does not have any derivative financial instruments or any other financial assets or
liabilities that are classified as instruments at fair value through profit and loss under NZ IFRS.
The fair value of the financial assets and liabilities approximates their carrying value.
Interest Rate Risk
Interest rate risk is the risk that interest rates will change, increasing or decreasing the cost of
borrowing or lending. The holding company’s long term loans are at fixed interest rates. The interest
payable on the loan is fixed and set over a range from 5% to 6.5% per annum from over the term of
the loan- see note 20.
Credit Risk
Credit risk is the risk that an outside party will not be able to meet its obligations to the holding
company or group. Financial assets which will potentially subject the Group to concentrations of
credit risk consist principally of cash and receivables. The cash is placed with high credit quality
financial institutions with a minimum short term Standard and Poor’s credit rating of A-1. In the
normal course of its business, the Group incurs credit risk from receivables and transactions with
financial institutions. The maximum credit risk is the carrying amounts of receivables of $258,000
which have an ageing duration of less than 6 months and no defaults - (2015 $97,000).
The Group does not require any collateral or security to support financial instruments as it only
deposits with, or loans to, banks and other financial institutions with high credit ratings. The Group
does not expect the non-performance of any obligations at balance date.
Currency Risk
Exposure to currency risk arises in the normal course of the Group’s business. The Group monitors
exchange rate movements in foreign currencies and will take any action necessary to reduce currency
risks where possible.
Liquidity Risk
The Group manages its liquidity risk by maintaining availability of sufficient cash and funding via
adequate credit and bank facilities. Owing to the nature of the underlying business, the Group aims to
maintain funding flexibility through committed credit lines. The Group manages liquidity risk by
monitoring actual and forecast cash flows on a regular basis and rearranging banking and credit
facilities where appropriate.
The table below analyses the Group’s non derivative financial liabilities into maturity groupings based
on the remaining period from balance date to the contractual maturity date if applicable. The amounts
disclosed are the contractual undiscounted cash flows.
Group Current Current Non-
Current
Total
Within 6
months
6-12
months
1 to 5
years

$000 $000 $000 $000
Interest bearing loans - 120 919 1,039
Trade & other payables 468 - - 468
Total 468 120 919 1,507

34
24. Segmental Reporting
The Group primarily derives its revenue from the sale of one product, with all revenue and assets
accounted for in New Zealand. The Group has a wide range of customers with no single customer
contributing more than 10% of the Group’s revenue. It only has one operating segment which has
been determined and based on financial information that is regularly reviewed by senior
management.
NZ IFRS 8 Operating Segments: permits the aggregation of operating segments into reportable
segments. This has been adopted as the Group has only one operating segment with similar economic
characteristics being the production processes, customers and distribution channels for its product.
Based on this analysis, no additional disclosure is required in the annual financial statements as the
Group has one reportable segment.
25. Reconciliation of Cash Flows from Operating Activities

Group 2016
$000
2015
$000
NET (LOSS) for the year (459) (946)
Adjustments for non-cash items :
-Amortisation 22 14
-Foreign exchange differences 9 (10)
-Share based payment benefits 43 43
Net changes in working capital:
Change in inventories (249) (173)
Change in payables and accruals 113 19
Change in receivables, GST and prepayments (143) 161
NET CASH FROM OPERATING ACTIVITIES (664) (892)
26. Capital Management
For the purpose of the Group’s capital management, capital includes issued capital and all other
equity reserves attributable to the equity holders of the parent. Net debt includes borrowings less bank
funds.
The group’s capital management objectives are to safeguard the group's ability to continue as a going
concern in order to provide returns for shareholders and benefits for other stakeholders and to
maintain an optimal capital structure to reduce the cost of capital.
The Group is maintaining its capital base by prudent spending on operations, research and
development in order to generate new revenue streams and sales activity in the Australia and USA.
The directors anticipate being able to raise additional equity funds as and when required.

The amount of capital, cash and net debt that the Group has for the year is summarised as follows:

35

2016
$000
2015
$000
Total Equity 1,685 535
Borrowings (1,039) (1,096)
Bank
1,827 1,021
Net cash (debt) 788 (75)

27. Prior Period Adjustment
In the 2015 reporting year, an amount of $38,105, capitalised to Intangible Assets in the 2014 year,
was re classified as an expense rather than a capital payment. This has been effected by offset against
capital payments in the 2015 year of $50,827 to increase the Intangible Assets in 2015 by the net
amount of $12,722 only. NZ IAS 8 (Accounting Policies, Changes in Accounting Estimates and
Errors) requires such changes to be recorded as prior period adjustments, with the 2014 year’s figures
being re-stated to reflect the change in the correct year. However, the directors considered that a prior
period adjustment was not necessary as it was not material to the financial statements taken as a
whole and it would not have influenced the user’s economic decisions. The directors consider that, in
the surrounding circumstances, the interests of the users of these financial statements are adequately
protected by way of this explanatory note disclosure.
28. Contingent Liabilities
There were no contingent liabilities at year end (2015:$nil).
29. Capital Commitments
There are no capital commitments 31 December 2016 (2015: $nil).
30. Auditor’s Remuneration
Audit fees of $31,500 (2015 $27,000) were paid for the audit of the financial statements only. No
other services were provided.

36
SHAREHOLDER AND STATUTORY INFORMATION
Stock Exchange Listing
The Company’s fully paid ordinary shares are listed on the main board equity security market
operated by NZX Limited under the call sign (PIL)

Principal Ordinary Shareholders as at 14 March 2017
The following table lists the names and holdings of the 20 largest holding parcels of quoted ordinary
shares of the Company as at 14 March 2017.
Holder Number Held % Held
T .D Brankin & M.John Kirwin Lay
46,304,210 9.29
E.M. M Johnson & K.Johnson & E.Wright 44,570,320 8.94
C.O Daily & J.F.O Sullivan & C.E Ritchie 21,517,647 4.32
New Zealand Central Securities Depository Limited 19,262,976 3.86
S.Underwood 13,693,890 2.75
S. P. Ward & J.P.Ward & J.M. Ward 13,647,137 2.74
Banc of America Securities Ltd 12,854,532 2.58
Aotearoa Investment Company Pty Limited ATF 12,351,498 2.48
G.R. Wells 11,915,613 2.39
Wells Investments Limited 9,582,068 1.92
M.D.Priest 9,336,315 1.87
C.K. Mooi 8,400,000 1.69
FNZ Custodians Limited 8,400,000 1.69
S. A.Armstrong 8,120,779 1.63
C. S. Williamson 6,257,655 1.26
Central Nominees Limited 5,280,000 1.06
Ballynagarrick Investments Limited 5,060,706 1.02
R. A. Hitt 5,000,000 1.00
P D Wells 4,400,000 0.88
J.M. Tsang 4,150,224 0.83
Ly Bordis Limited 4,006,008 0.80

Top twenty shareholders 274,111,578 54.99
Total Shares on Issue
No Holders Shares Held % Held
Top 20
20 274,111,578 54.99
Other Investors 1,367 224,399,263 45.01
Total 1,387 498,510,841 100.00

37
Spread of Ordinary Shareholders as at 14 March 2017
Holding Range No of Holders Total Shares %

1-1,000
9 4,611
0
1,001-5000 363 1,150,872 0.2
5001-10,000 193 1,507,320 0.3
10,001 -50,000 342 8,746,151 1.7
50,001-100,000 125 9,209,384 1.9
100,001 or more 355 477,892,503 95.9
Total 1,387 498,510,841 100.0

Substantial Security Holders as at 14 March 2017
The Company’s register of substantial security holders, prepared in accordance with section 35F of the
Securities Markets Act 1988 disclosed the following information.
Name Class of Shares No Shares % Held
T.D. Brankin & M.J. Kirwin Lay Ordinary 46,304,210 9.29
E.M.M Johnson & K.Johnson & E.Wright Ordinary 44,570,320 8.94

Directors’ Security Holdings as at 14 March 2017
Name No Shares % Held
T.D Brankin Director 46,304,210 9.29
S. Underwood Director 18,973,890 3.81
M.D. Priest Director 9,336,315 1.87

The directors did not hold any shares in the capacity of non-beneficiaries or associates.

38
Particulars of Directors’ Share Transactions in Promisia Integrative Limited
Dealing in Securities
The following table shows transactions recorded in respect of those securities during the year 1
January 2016 to 31 December 2016.
Director Date of transaction No of securities
purchased
Cost $


E.M Johnson - Rights Issue 7 January 2016 10,201,000 102,010
T. Brankin - Rights Issue 30 December 2016 5,080,407 152,412
T. Brankin – Off market transfer 10 May 2016 856,156 17,123
S. Underwood - Rights Issue 30 December 2016 1,757,655 52,730
M. Priest -Rights Issue 30 December 2016 5,527,927 165,838
Share Transactions and Holdings
The share transactions effected by various directors are recorded in the Interests Register as set out
above and their holdings are shown on page 38.
Directors’ Remuneration and Other Benefits
The names of the directors of the Company at 31 December 2016 and the details of their remuneration
and the value of other benefits received for services to Promisia Integrative Limited for the year ended
on that date are:
Director Nature of Remuneration
E.M.M. Johnson $9,702 Director’s Fee
S. Underwood $33,792 Director’s Fee
M.D. Priest $15,125 Director’s Fee
T D Brankin $15,125 Director’s Fee
Share options have been provided to the Directors as set out in note 22 2(c).
Entries in the Interests Register
The Company has an Interests Register which records various disclosures as required by the
Companies Act 1993 and in accordance with good governance practice.
Other Directorships or Trusteeships
The following represents the interests of directors in other companies or trustees of organisations as
disclosed to the Company and entered into the Interests Register. The designation ** indicates the
director also holds an equity interest in the company.
Stephen Underwood
Promisia Integrative Limited – Group, Central Nominees Limited**, Central Securities Limited**,
Decisive Securities Limited**, Insolvency Associates Limited, Mobile Connect Limited, Normandy
Holdings Limited**, Nalokua Holdings Limited**, NZUC Finance Limited, Panama Direct Limited**,
Panoply Consulting Limited, Renouf Corporation Limited**, Renouf Quay Company Limited**, 138
The Terrace Limited, Tuff Lite Limited.

39
Duncan Priest
Promisia Integrative Limited - Group, Nessock Custodians Limited, Logan Nominees Limited.
Thomas Brankin
Promisia Integrative Limited – Group, Arthritis Limited, Eileen Mary Age Care Limited**, Eileen
Mary Age Care Property Limited**, I. Agri Limited, Ranfurly Manor Limited**, Ranfurly Manor No.1
Limited**, Design Care Group Limited **, iAgri 2003 Limited **
Auditors’ Remuneration
Audit fees of $32,000 (2015: $27,000) are payable to the auditors for the audit of the statutory
financial statements only.
Donations
There were no donations made during the year ended 31 December 2016 (2015:$nil) by the Company
or any if its subsidiaries.
Information Used by Directors
There were no notices from Directors of the Group or any of its subsidiaries requesting to use
company information received in their capacity as a director which would not otherwise have been
available to them.

40
CORPORATE DIRECTORY AND SHAREHOLDER INFORMATION

Registered office and address for service
Level 15, 171 Featherston Street,
Wellington, 6011 NZ
P.O. Box 25-396 Wellington 6143
Telephone: +64 4 894 8524
Mobile: +6421 643906
Facsimile: +64 4 894 6598
Email: accounts@promisia.com
Website: http://arthrem.co.nz/ or
http://promisia.com/

Directors
Stephen Underwood, Chairman
Duncan Priest, Independent Director
Thomas Brankin, Non-executive Director

Auditor
Moore Stephens Wellington Audit, Level 11,
Sovereign House, 34/42 Manners Street, Te Aro,
Wellington 6011

Share Registrar
Link Market Services, Level 7, Zurich House, 21
Queen St Street, PO Box 91976, Auckland 1142
Telephone: +64 9 375 5998
Facsimile: +64 9 375 5990
Email: enquiries@linkmarketservices.co.nz

Bankers
Kiwibank

Solicitors
Oakley Moran, Leaders Building, 15 Brandon
Street, PO Box 241, Wellington 6011


Company publications
The Company seeks to inform investors regarding
its business operations through issuing an Annual
Report, an Interim Report and Newsletters as is
appropriate.

Financial Calendar
Half year results announced August
Half year report September
End of financial year 31 December
Annual results announced February
Annual report March/April

Enquiries
Shareholders with enquiries about transactions,
change of address or dividend payments should
contact Link Market Services on +64 9 375 5998
or by email on
enquiries@linkmarketservices.co.nz . Other
questions may be directed to the Company at its
registered address.

Stock Exchange
The Company’s shares trade on the New Zealand
Exchange under the code PIL. The minimum
parcel on the NZX is 50 shares.

This annual report is dated 31 March 2017and is
signed on behalf of the Board by: