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2018 Annual report – printed version to shareholders

Annual Report2 May 2019PHLHealthcare

ANNUAL REPORT 2018
Promisia Integrative Limited

01 PRŌMISIA ANNUAL REPORT 2018
THE COMPANY

Promisia Integrative Limited is a company focused on developing and marketing unique natural products 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

2018

$ 000

31 December

2017

$ 000

Change

%

$ 000

Revenue7272,332(69)

Total comprehensive income attributable to shareholders(2,407)(876)152

Total Assets1,8512,295(11)

Earnings per share (0.004)(0.002)-

Net Tangible Asset Backing ($ per share)$0.001$0.004-

SIGNIFICANT EVENTS

January 2018Successful placement of 47.75 million shares at a price of $0.02 per share to raise $955,000.

February 2018

Medsafe, a division of the Ministry of Health, issues an Alert warning of the potential for liver

damage from taking Arthrem.

December 2018

A 3 for 1 rights issue at a price of $0.001 per share raises $1,345,063 and results in the issue

of 545,088,480 shares. This sum includes conversion of debt advances from Brankin Trust of

$800,000. Brankin Trust now owns 44.89% of the issued capital of the company.

December 2018Medsafe issues an updated Alert.

PRŌMISIA ANNUAL REPORT 2018 02

TABLE OF CONTENTS

The Company01

Financial Summary01

Significant Events01

Report of the Chairman03

People – Board of Directors07

Governance08

Independent Auditor’s Report12

Consolidated Statement of Comprehensive Income17

Consolidated Statement of Changes In Equity18

Consolidated Statement of Financial Position19

Consolidated Statement of Cash Flows20

Notes to the Consolidated Financial Statements22

Events Subsequent to Balance Date36

Shareholder and Statutory Information37

Corporate and Other Information43

03 PRŌMISIA ANNUAL REPORT 2018
Group Results

The loss for the year was significant at $2,407,000 compared

with a loss of $876,000 in the previous year, due largely to the

Medsafe Alert which:

• caused an immediate collapse of Arthrem sales in New

Zealand,

• overshadowed and reduced significantly the impact of the

launch of Arthrem in Australia

• had a very negative impact on the launch of Artevite in

New Zealand

Total sales for the year were $727,000 compared with

$2,332,000 in the previous year. This was a reduction of 69%.

Significant expenditure had been incurred, especially television

advertising, for the launch of both Arthrem in Australia

and Artevite in New Zealand. It had been the Company’s

expectation that this expenditure would be recovered from

product sales over the course of the year, but that outcome

did not eventuate. Take up of both products was affected by

adverse publicity surrounding the Medsafe Alert.

A provision of $150,000 for a reduction in the value of stock

has been included in the result for the year, along with an

impairment of $105,000 to Intangibles to reduce the value of

trademarks and the US website to nil.

The directors were unsure about the effect of the Medsafe Alert

and adopted a policy of reducing expenditure to save cash.

This proved to be the correct course as the level of committed

expenditure did not allow sufficient leeway for error.

Medsafe Alert

As noted in the 2017 Annual Report and subsequent

communications with shareholders, the Medsafe Alert of

February 2018 had a dramatic negative effect on the sale of

Arthrem in New Zealand. Initially sales fell by 90% and, while

some recovery has been noted, the rise in sales has been

limited.

The directors have noted previously their concerns about the

accuracy of the reports of adverse reactions as reported to the

Centre for Adverse Reaction Monitoring (CARM) and the lack

of investigation by both CARM and Medsafe to confirm the

accuracy of the information reported to CARM. It is clear that

in a number of the reported adverse reactions the offending

product was unlikely to have been Arthrem due to the dose

size and number of capsules taken daily. These are likely to

have been competing products that have subsequently been

withdrawn from sale in pharmacies.

We have pointed out these anomalies to Medsafe but there has

been little interest in ensuring that the reports are accurate.

This is, in our view, a major failing of the CARM reporting system

and its use as a basis for Medsafe to issue Alerts.

In December 2018 Medsafe issued an updated Alert. It is

the company’s view that at least 15 of the total 25 adverse

reactions reported to date relate to competitors’ products.

It is worth repeating that the recommended dose for Arthrem

is one 150mg capsule twice daily, usually morning and night.

All competing products had a recommended dose of a single

300mg capsule daily. It is the company’s view that the double

dose in a single capsule is responsible for most of the reported

adverse reactions.

Medsafe Prosecution

In late January 2019 Medsafe commenced a prosecution of

the company in the District Court alleging 9 breaches of the

Medicines Act 1981.

Two of the charges relate to the alleged sale of an unlicensed

medicine, being Arthrem. The company has always maintained

that Arthrem is a dietary supplement, not a medicine. The

remaining charges relate to the promotion of Arthrem on the

company’s websites and are based on the assumption that

Arthrem is an unlicensed medicine. The company notes that all

its marketing and advertising material was submitted for review

to the Therapeutic Goods Advertising Pre-Vetting Service (TAPS)

before being published and it received a TAPS Approval Number

that is displayed on every item.

The directors are unable to comment in more detail as this

matter is now before the Courts. The directors have retained

senior counsel and will defend the charges. The outcome of

this action is likely to have a significant impact on the natural

products sector in New Zealand.

New Zealand

Arthrem has retained the support of most pharmacies and

continues to sell, however consumer confidence has been

shaken by the Medsafe Alerts. Very little advertising and

marketing support for Arthrem was undertaken post the

Medsafe Alert and sales have suffered accordingly.

In view of the Medsafe prosecution no additional expenditure

will be incurred in New Zealand until the matter has been

resolved. In the meantime, Arthrem remains available in

pharmacies and online.

The release of two new products has been deferred until the

Medsafe issues have been resolved.

REPORT OF THE CHAIRMAN

On behalf of your directors I present the Annual Report of the directors for Promisia Integrative Limited and its subsidiaries (”the

group”) for the year ended 31 December 2018.

PRŌMISIA ANNUAL REPORT 2018 04
Australia

The launch of Arthrem in New South Wales in February 2018

coincided with the Medsafe Alert. Sales were affected as

pharmacies were reluctant to recommend Arthrem. The

combination of a lack of revenue from the New Zealand market

and the need to conserve cash meant that there was little

additional marketing expenditure following the launch publicity.

Nevertheless, Arthrem is now stocked throughout Australia in

approximately 600 pharmacies, mainly in most of the major

pharmacy groups, and is also available online. Sales have

been lower than expected due to the lack of marketing and

advertising support. The situation will be reviewed in 2019.

The company has ensured that pharmacy staff in Australia are

aware of the need to question potential Arthrem customers

prior to selling them Arthrem to ensure that those customers do

not have any liver related conditions or are not taking medicines

that may have an adverse impact on the liver. Arthrem has a

different legal status in Australia that is not available in New

Zealand and allows more definite advertising claims to be used.

Medsafe has the view that Promisia may be in breach of the

Medicines Act to refer to this status by name in New Zealand.

Artevite

The launch of Artevite in New Zealand in early 2018 was also

affected by the Medsafe Alert. Sales have been considerably

lower than expected and have suffered from the lack of

advertising after the initial launch.

The product has a shelf life and creative measures are being

taken to get the product into the hands of dog owners to build

market share without incurring significant expenditure.

Capital Raising

The capital raising in January 2018 provided the cash to fund

the launch of Arthrem in Australia and Artevite in New Zealand

and enabled the company to survive following the Medsafe

Alert. Despite a severe reduction in expenditure, particularly in

marketing and advertising costs, the company required financial

support in order to remain in business.

The company was fortunate to receive significant financial

support from Brankin Trust, an entity associated with Tom

Brankin, one of the company’s directors. Total advances from

Brankin Trust were $800,000 by year end and these advances

were converted into equity in the rights issue held in December

2018. On behalf of the directors and all shareholders I wish

to thank Brankin Trust and Mr Tom Brankin for their ongoing

support of the company. Without this support the company

would have had to stop trading.

The December rights issue was supported by a number of

shareholders and the directors thank them for their support.

The compliance requirements, and associated costs, for smaller

capital raisings are high and make raising capital an expensive

exercise for smaller companies.

Current Priorities

The outcome of the Medsafe prosecution will have a significant

influence on the direction of the company in 2019 and

beyond. The future of Arthrem and the proposed new products,

particularly in New Zealand, is dependent on an acceptable

outcome to the prosecution. As noted previously, it will also

have a significant effect on the non-medicine sector of the

health market, particularly natural products. The directors are

not prepared to commit any significant expenditure in New

Zealand until the position is clarified.

A revised strategy is being developed for Australia. Other

markets for Artemisia products are also being investigated.

The company will not need to grow an Artemisia crop in

Tanzania this year as it has sufficient extract and dried leaf on

hand to satisfy foreseeable requirements.

The last year has been one of the most trying in the company’s

recent history. Directors and shareholders look forward to a

more productive 2019. Shareholders will be kept informed of

progress as it occurs over the next few months.

Stephen Underwood

Chairman

29 March 2019

07 PRŌMISIA ANNUAL REPORT 2018
PEOPLE – BOARD OF DIRECTORS

Mr S. Underwood

BCA LLB (VUW) Chairman

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.

Ms H. Down

BCA (VUW) FCIM

Helen Down is a well known Wellington-based subject matter expert in both marketing

and governance. Helen is recognised for being instrumental in the growth of innovative

and exciting small and medium sized businesses, especially across the STEMM sectors.

MANAGEMENT

Mr Rene de Wit

MSc Chem/MBA (Otago) CEO

Rene de Wit is an accomplished CEO and Change Manager with 25 years’ experience in FMCG,

Food Manufacturing, Printing, Packaging, Import/Export, Financial Services and Logistics.

He has worked in corporate, privately owned and own business, specialising in turnarounds

and change management.

7 PRŌMISIA ANNUAL REPORT 2017

Promisia annual report 2018 short 30/04/18.indd 81/05/18 4:27 PM

PEOPLE – BOARD OF DIRECTORS

Mr S. Underwood

BCA LLB (VUW) Chairman

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.

Ms H. Down

BCA (VUW) FCIM

Helen Down is a well known Wellington – based expert in both marketing and governance,

particularly in the science, technology, engineering, mathematics and medicine (STEMM) sectors.

Helen is currently a Board Member and Chief Executive of the Hutt Valley Chamber of Conmerce.

MANAGEMENT

Mr Rene de Wit

MSc Chem/MBA (Otago) CEO

Rene de Wit is an accomplished CEO and Change Manager with 25 years’ experience in FMCG,

Food Manufacturing, Printing, Packaging, Import/Export, Financial Services and Logistics. He has

worked in corporate, privately owned and own business, specialising in turnarounds and change

management.

PEOPLE – BOARD OF DIRECTORS

Mr S. Underwood

BCA LLB (VUW) Chairman

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.

Ms H. Down

BCA (VUW) FCIM

Helen Down is a well known Wellington-based subject matter expert in both marketing

and governance. Helen is recognised for being instrumental in the growth of innovative

and exciting small and medium sized businesses, especially across the STEMM sectors.

MANAGEMENT

Mr Rene de Wit

MSc Chem/MBA (Otago) CEO

Rene de Wit is an accomplished CEO and Change Manager with 25 years’ experience in FMCG,

Food Manufacturing, Printing, Packaging, Import/Export, Financial Services and Logistics.

He has worked in corporate, privately owned and own business, specialising in turnarounds

and change management.

7 PRŌMISIA ANNUAL REPORT 2017

Promisia annual report 2018 short 30/04/18.indd 81/05/18 4:27 PM

PEOPLE – BOARD OF DIRECTORS

Mr S. Underwood

BCA LLB (VUW) Chairman

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.

Ms H. Down

BCA (VUW) FCIM

Helen Down is a well known Wellington-based subject matter expert in both marketing

and governance. Helen is recognised for being instrumental in the growth of innovative

and exciting small and medium sized businesses, especially across the STEMM sectors.

MANAGEMENT

Mr Rene de Wit

MSc Chem/MBA (Otago) CEO

Rene de Wit is an accomplished CEO and Change Manager with 25 years’ experience in FMCG,

Food Manufacturing, Printing, Packaging, Import/Export, Financial Services and Logistics.

He has worked in corporate, privately owned and own business, specialising in turnarounds

and change management.

7 PRŌMISIA ANNUAL REPORT 2017

Promisia annual report 2018 short 30/04/18.indd 81/05/18 4:27 PM

PEOPLE – BOARD OF DIRECTORS

Mr S. Underwood

BCA LLB (VUW) Chairman

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.

Ms H. Down

BCA (VUW) FCIM

Helen Down is a well known Wellington-based subject matter expert in both marketing

and governance. Helen is recognised for being instrumental in the growth of innovative

and exciting small and medium sized businesses, especially across the STEMM sectors.

MANAGEMENT

Mr Rene de Wit

MSc Chem/MBA (Otago) CEO

Rene de Wit is an accomplished CEO and Change Manager with 25 years’ experience in FMCG,

Food Manufacturing, Printing, Packaging, Import/Export, Financial Services and Logistics.

He has worked in corporate, privately owned and own business, specialising in turnarounds

and change management.

7 PRŌMISIA ANNUAL REPORT 2017

Promisia annual report 2018 short 30/04/18.indd 81/05/18 4:27 PM

PEOPLE – BOARD OF DIRECTORS

Mr S. Underwood

BCA LLB (VUW) Chairman

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.

Ms H. Down

BCA (VUW) FCIM

Helen Down is a well known Wellington-based subject matter expert in both marketing

and governance. Helen is recognised for being instrumental in the growth of innovative

and exciting small and medium sized businesses, especially across the STEMM sectors.

MANAGEMENT

Mr Rene de Wit

MSc Chem/MBA (Otago) CEO

Rene de Wit is an accomplished CEO and Change Manager with 25 years’ experience in FMCG,

Food Manufacturing, Printing, Packaging, Import/Export, Financial Services and Logistics.

He has worked in corporate, privately owned and own business, specialising in turnarounds

and change management.

7 PRŌMISIA ANNUAL REPORT 2017

Promisia annual report 2018 short 30/04/18.indd 81/05/18 4:27 PM

PRŌMISIA ANNUAL REPORT 2018 08
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 three independent directors

and one non-independent director as defined under NZX

Rules. All four 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 and

general business acumen.

As at 31 December 2018 the Board was as follows:

• Stephen Underwood

Chairman and Non-executive Director

• Duncan Priest

Non-executive Director

• Thomas Brankin

Non-executive Director

• Helen Down

Non-executive Director

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 Limited and must have no disqualifying relationship.

The Board follows the guidelines of the NZX Listing Rules.

The Board has determined that Helen Down, Duncan Priest, and

Stephen Underwood are independent directors.

Thomas Brankin and associated interests hold a 44.89%

shareholding in Promisia Integrative Limited


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.

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 in accordance with the Promisia

Group Corporate Governance Code – refer to www.promisia.com for the full document.

09 PRŌMISIA ANNUAL REPORT 2018
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 37 and 38 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 affected while that person is

in possession of price sensitive information. Details of director

and staff share transactions are outlined on page 38.

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 publicly 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 did not meet during the

financial year, attending to all matters through the full board

meetings.

Directors’ Meetings

The number of meetings attended by directors during the year is detailed in the table below.

Board MeetingAudit Committee

DirectorHeldAttendedHeldAttended

Stephen Underwood119--

Duncan Priest118--

Thomas Brankin1111--

Helen Down1111--

PRŌMISIA ANNUAL REPORT 2018 10
Remuneration Committee

During the 2018 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 the staff unpaid

share scheme.

Nominations Committee

During the 2018 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 40.

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 salary with the ability to

participate in share options being granted from time to time as

an additional incentive.

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.

Diversity

As at 31 December 2018 the gender balance of the Company’s

directors and senior management was as follows:

Directors Management

Male31

Female11

Total42

PRŌMISIA ANNUAL REPORT 2018 12

13 PRŌMISIA ANNUAL REPORT 2018

PRŌMISIA ANNUAL REPORT 2018 14

17 PRŌMISIA ANNUAL REPORT 2018
FINANCIAL STATEMENTS

PROMISIA INTEGRATIVE LIMITED

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

For the year ended 31 December 2018

GROUPNote2018

$000

2017

$000

Revenue37272,332

Cost of goods sold4(531)(642)

1961,690

Other income1476

Expenses

Administration5(800)(923)

Operating5(1,637)(1,379)

Research 5(116)(258)

Amortisation and depreciation5(28)(23)

Total Expenses(2,581)(2,583)

OPERATING LOSS(2,371)(817)

Finance costs – interest paid(42)(64)

Finance income – interest received122

LOSS BEFORE INCOME TAX8(2,412)(859)

Income tax expense6--

NET LOSS FOR YEAR(2,412)(859)

OTHER COMPREHENSIVE INCOME

Items that may be subsequently reclassified to profit or loss--

Currency translation differences 105(17)

TOTAL COMPREHENSIVE LOSS FOR YEAR

ATTRIBUTABLE TO SHAREHOLDERS

(2,407)(876)

EARNINGS PER SHARE

Basic earnings per share 12$(0.004)$(0.002)

Diluted earnings per share12$(0.004)$(0.002)

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

PRŌMISIA ANNUAL REPORT 2018 18
PROMISIA INTEGRATIVE LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the year ended 31 December 2018

GROUPSHARE

CAPITAL

FOREIGN

CURRENCY

RESERVE

SHARE

OPTION

RESERVE

ACCUM LOSSESTOTAL

$000$000$000$000$000

Equity at 31 December 201655,79919483(54,391)1,685

Net loss for the year---(859)(859)

Other comprehensive income-(17)--(17)

Share Issue167---167

Share based payment- -43-43

Expired/Retired share options75-(75)--

Equity at 31 December 2017 56,04117751(55,250)1,019

Net loss for the year---(2,412)(2,412)

Other comprehensive income-5--5

Share Issue2,169---2,169

Share based payment--17-17

Expired/Retired share options68-(68)-

Equity at 31 December 2018 58,278182-(57,662)798

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

19 PRŌMISIA ANNUAL REPORT 2018
PROMISIA INTEGRATIVE LIMITED

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

As at 31 December 2018

GROUPNote2018

$000

2017

$000

Equity

Share Capital758,27856,041

Accumulated Losses8(57,662)(55,250)

Other Equity Reserves9182228

TOTAL EQUITY7981,019

Represented By :

Current Assets

Bank512324

Receivables1353238

Inventory151,1561,383

Prepayments144137

Tax Receivable56

TOTAL CURRENT ASSETS1,7302,088

Non-Current Assets

Other Assets187575

Intangible Assets1711125

Property, Plant & Equipment 16357

TOTAL NON CURRENT ASSETS121207

TOTAL ASSETS1,8512,295

Current Liabilities

Payables and Accruals 19261316

Employee benefits841

Loan20188480

TOTAL CURRENT LIABILITIES 457837

NON CURRENT LIABILITIES

Loan20596439

TOTAL LIABILITIES1,0531,276

NET ASSETS 7981,019

Authorised for issue on behalf of the Board


Stephen Underwood Tom Brankin

Chairman Director

Wellington 29 March 2019

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

PRŌMISIA ANNUAL REPORT 2018 20
PROMISIA INTEGRATIVE LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS

For the year ended 31 December 2018

GROUPNote2018

$000

2017

$000

OPERATING ACTIVITIES

Cash was provided by (applied to):

Receipts from customers7412,926

Payments to suppliers and employees(2,500)(4,410)

Net interest paid(40)(42)

NET CASH USED IN OPERATING ACTIVITIES25(1,799)(1,526)

INVESTING ACTIVITIES

Cash was provided from (applied to):

Purchase property, plant & equipment(39)(5)

Purchase intangible assets(8)(19)

NET CASH USED IN INVESTING ACTIVITIES(47)(24)

FINANCING ACTIVITIES

Cash was provided from (applied to):

New share capital2,169167

Repayment of loan26(135)(120)

NET CASH FROM FINANCING ACTIVITIES2,03447

NET CHANGE IN CASH HELD188(1,503)

Bank at beginning of year3241,827

BANK AT END OF YEAR512324

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

PRŌMISIA ANNUAL REPORT 2018 22
NOTES TO THE

CONSOLIDATED

FINANCIAL STATEMENTS

For the year ended 31 December 2018

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 Markets Conduct 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 4, 22 Panama 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 $727,000 (2017:

$2,332,000) and net losses of $2,407,000 (2017: $876,000)

during the year ended 31 December 2018. At year end the

consolidated statement of financial position records a position

of positive working capital and 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. The group raised additional capital $955,000 in January

2018 by a private placement and $1,345,063 in December

2018 by a renounceable rights issue which also included

debt conversion.

2. A further $250,000 of new capital will be received in 2019

– see Note 32(i). The additional capital raised is being

used to support the launch of Arthrem into the Australian

market.

3. The Group has put in place a restructuring programme

which includes increasing revenue in Australia and

achieving a reduction in operating costs and cashflows.

4. Refinanced the loan from Wells Investments Ltd with

a change in terms – see Note 32(ii). The loan does not

require payment within the next twelve months.

5. Considered the impact of the Ministry of Health

prosecution - see Note 32(iii).

(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:

Share based payments

The significant estimates and assumptions involved in

measuring the cost of equity settled transactions with directors

and management (Note 7.4).

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 16).

Inventory

Inventory has been reviewed for obsolescence and all old

inventories have been fully written off in accordance with the

group’s inventory policy.

(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.

Cash flows are presented in the statement of cash flows on a

GST inclusive basis, except for the GST components of investing

and financing activities, which are disclosed as operating cash

flows.

23 PRŌMISIA ANNUAL REPORT 2018
(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 has been prepared

exclusive of GST. All items in the statement of financial position

are stated net of GST with the exception of receivables and

payables which include GST invoiced. Operating cash flows are

presented on a GST inclusive basis.

(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. The group’s revenue is categorized as

retail, on-line and other sales.

(vi) Government Grants

Government and other 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. 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.

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 7.4.

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, other assets (being the

NZX listing bond), loans and advances to others, trade and other

payables and term borrowings. They are all 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 Consolidated 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).

(xii) Employee benefits

A liability for short-term employee benefits accruing to

employees in respect of salaries and annual leave other than

PRŌMISIA ANNUAL REPORT 2018 24
termination benefits, that are expected to be settled wholly

within 12 months after the end of the reporting period are

accrued and recognised in the consolidated statement of

financial position. Short-term employee benefits as a result of

employee services are measured at the undiscounted amounts

expected to be paid when the liabilities are settled.

The group has no long term benefits.

(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 finished goods includes the cost to purchase the

inventory and transport it to its current location.

(xiv) 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 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 excluding

trademarks 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.

Trademarks are not amortised and are reviewed annually to

ensure they are still applicable and registered.

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.

(xv) 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 Consolidated Statement of Comprehensive

Income 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.

(xvi) 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).

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.

(xvii) Changes in accounting policies

There have been no changes to the accounting policies for the

year ended 31 December 2018.

Adoption status of relevant new financial reporting standards

and interpretations:

3. Revenue

GROUP2018

$000

2017

$000

Retail 4932,069

On– line 82226

Other15237

Total Revenue7272,332

25 PRŌMISIA ANNUAL REPORT 2018
(i) The following standards - NZ IFRS 9 Financial Instruments and NZ IFRS 15 Revenue from Contracts with Customers became effective

for the first time for periods beginning on or after 1 January 2018. They were adopted and had no significant effect on the Group’s

financial statements as at 31 December 2018.

(ii) The following new standard - NZ IFRS 16: Leases, became effective for early adoption or is effective for periods beginning on or after

1 January 2019. The group’s assessment of the impact of adopting this standard is expected to be minimal. The standard will be

adopted at the appropriate date required.

4. Cost of Goods Sold

GROUP2018

$000

2017

$000

At 1 January – inventory1,383811

Purchases3031,214

At 31 December – inventory(1,156)(1,383)

Cost of goods sold531642

5. Analysis of Expenses

GROUP2018

$000

2017

$000

Administration

Auditor’s remuneration2826

Directors’ fees10093

Foreign exchange (gain) loss7(16)

NZX listing & registry4897

Rental4843

Share based payment1743

Staff & employment costs344388

Other 208249

Total Administration800923

Operating

Distribution411248

Marketing 1,0571,131

Impairment of intangible assets105-

Other operating costs64-

Total Operating

1,6371,379

Research

Employment costs93195

Other research2363

Total Research Expenses

116258

Amortisation and depreciation2823

TOTAL EXPENSES

2,5812,583

PRŌMISIA ANNUAL REPORT 2018 26
Deferred tax

No deferred tax asset has been recognised. Any future 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.

7. Share Capital

The Group’s share capital includes fully paid and subscribed ordinary shares 0f 1,901,797,451 and unpaid ordinary shares of

16,595,856 (2017: 16,595,856) totalling 1,918,393,307 (2017: 525,554,827). All fully paid ordinary shares carry full and equal

voting rights, share equally in distributions and have no par value. Movements in the issued and unissued ordinary shares are set

out below:

7.1 Fully paid ordinary shares

There were 1,901,797,451 (2017: 508,958,971) fully paid ordinary shares on issue at balance date. The ordinary shares do not

have a par value.

2018

Number of

shares

(000)

2017

Number of

shares

(000)

2018

$000

2017

$000

At 1 January 508,959498,51156,04155,799

New subscribed and paid capital 1,392,83810,4482,300167

Expired/Retired options --6875

Issue costs--(130)-

At 31 December 1,901,797508,95958,27856,041

During 2018, no ordinary shares were issued and purchased by staff as part of the Staff Unpaid Share Scheme (2017 - 10,488,130

ordinary shares were issued (see note 7.2) and purchased by staff as part of the Staff Unpaid Share Scheme for a total of $167,000

($0.16 per share). See Note 22.2 (e).

6. Taxation

GROUP2018

$000

2017

$000

Net (Loss) for year - (note 8)(2,412)(859)

Taxation @ 28 cents--

The Group has $5,734,887 (2017: $4,372,082 ) of New Zealand domiciled entity tax losses accumulated from previous years. The net

losses available for tax purposes as at 31 December 2018 have been reduced by $30,000 (2017: $48,000) to account for temporary

differences and non - deductible overseas income and expenses.

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 has not met this condition at 31 December 2018 and lost the ability to offset these losses against

future taxable income.

There are no imputation credits available to shareholders (2017: $nil).

27 PRŌMISIA ANNUAL REPORT 2018
7.2 Unpaid ordinary shares – Treasury shares

There were of unpaid ordinary shares 16,595,856 (2017: 16,595,856) available for issue at balance date as part of the Staff Unpaid

Share Scheme for eligible staff, being employees or contractors, to purchase.

2018

Number of

shares

2017

Number of

shares

2018

$000

2017

$000

At 1 January16,595,85627,043,986--

Unpaid subscribed shares (transferred)/

acquired to fully paid shares

-(10,448,130)--

At 31 December 16,595,85616,595,856--

During the year no (2017:10,448,130) unpaid ordinary shares were allocated and purchased by staff as part of this scheme.

The unallocated and unpaid ordinary shares are held by a nominee company, Promisia Trustee Limited - see Note 22.2 (e).

7.3 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:


2018

Number of

options

2018

Weighted

average of

exercise price

2017

Number of

options

2017

Weighted

average of

exercise price

Outstanding at 1 January 7,310,000$0.0815,310,000$0.08

Expired/Retired(7,310,000)$0.08 (8,000,000)$0.08

Outstanding at 31 December --7,310,000$0.06

The terms of issue of the options were:

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.

The option scheme expired on 29 May 2018 and none of the terms occurred.

7.4 Share based payments & options granted

During the year the share based payment expense recognised for options granted by the company amounted to $17,434 (2017

$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 are estimated at the grant date using the Black - Scholes option pricing model taking into 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 2018/17 year and a comparison of volatilities to

other similar operating companies.

The inputs into the share option pricing model are as follows:

PRŌMISIA ANNUAL REPORT 2018 28
Options granted Issue

Grant date1 Sept 2014

Vesting period ends29 May 2018

Share price at date of grant0.042 cents

Volatility50%

Option life3.7 years

Risk free investment rate3.61%

Fair value at grant date0.0094 cents

Exercise price at date of grant0.08 cents

Weighted average remaining contractual life3.4 years

The option scheme expired on 29 May 2018.

8. Accumulated Losses

GROUP2018

$000

2017

$000

At 1 January (55,250)(54,391)

Net loss for the year(2,412)(859)

At 31 December (57,662)(55,250)

9. Other Equity Reserves

GROUP2018

$000

2017

$000

Foreign currency – Note 10182177

Share option – Note 11-51

182228

10. Foreign Currency Reserve

GROUP2018

$000

2017

$000

At 1 January177194

Movement in foreign currency translation5(17)

At 31 December – Note 9182177

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
GROUP2018

$000

2017

$000

At 1 January5183

Share options granted to CEO/Directors1743

Expired and transferred to share capital(68)(75)

At 31 December – Note 9-51

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.

12. Earnings per share

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 2018 - see Note 7.3 for further details.


13. Receivables

GROUP2018

$000

2017

$000

Current Receivables

Trade receivables26189

Sundry receivables-5

Other taxes2744

Total other receivables2749

Total current receivables53238

No provision for impairment over receivables was required during 2018 (2017:Nil).

29 PRŌMISIA ANNUAL REPORT 2018

GROUP2018

$000

2017

$000

Net Loss for year(2,412)(859)

Basic earnings per share$(0.004)$(0.002)

Diluted earnings per share$(0.004)$(0.002)

2018

Number of

shares

2017

Number of

shares

Weighted average number of shares for basic EPS 668,800505,871

Weighted average number of shares for diluted EPS640,082514,515

PRŌMISIA ANNUAL REPORT 2018 30
14. Prepayments

GROUP2018

$000

2017

$000

Overseas contractors -137

Other4-

Total Prepayments4137

15. Inventory

GROUP2018

$000

2017

$000

Raw materials and extract887736

Finished product269647

Total Inventory1,1561,383

Inventory was impaired by $313,000 during 2018 and written off in the cost statement of income as part of cost of sales. (2017

$nil) .

16. Property Plant & Equipment

GROUP2018

$000

2017

$000

Plant & Equipment Gross carrying amount

At 1 January 95

Additions 394

At 31 December489

Accumulated depreciation

At 1 January (2)-

Depreciation(11)(2)

At 31 December(13)(2)

Carrying amount at 31 December357

17. Intangible Assets

GROUP2018

$000

Website

2018

$000

Trademarks

2018

$000

Total

Gross carrying amount

At 1 January14241183

Additions-88

At 31 December 14249191

Accumulated amortisation

At 1 January (58)-(58)

Amortisation(17)-(17)

Provision for impairment (56)(49)(105)

At 31 December (131)(49)(130)

Carrying Amount at 31 December 11-11

31 PRŌMISIA ANNUAL REPORT 2018
GROUP2017

$000

Website

2017

$000

Trademarks

2017

$000

Total

Gross carrying amount

At 1 January14222164

Additions-1919

At 31 December 14241183

Accumulated amortisation

At 1 January (37)-(37)

Amortisation(21)-(21)

At 31 December(58)-(58)

Carrying Amount at 31 December 8441125

18. Other Assets

GROUP2018

$000

2017

$000

NZX Listing Bond7575

19. Payables and Accruals

GROUP2018

$000

2017

$000

Current

Trade payables127267

Other payables 23-

Accruals11049

Total Payables and Accruals261316

20. Loan

GROUP2018

$000

2017

$000

Current liability

Loan188480

Non-current liability

Loan 596439

Total784919

At 31 December 2018 the balance of the loan was $783,710.

On 14 March 2018, the Group entered into a further updated loan agreement with Wells Investments Limited. The loan is to be

repaid according to a fixed monthly repayment schedule and by December 2021 or earlier, with monthly payments in the range of

$12,500 to $30,000 commencing in April 2018. Interest is charged at a rate of 6.5% p.a. However interest was no longer charged

from 1 October 2018. Details of the security granted over the loan are set out in Note 21.

Refer to note 32 (ii) - subsequent events for an update on the terms of the loan where the loan was assigned to the Brankin Family

Interest Trust on 1 October 2018. The trust is related to one of the directors.

PRŌMISIA ANNUAL REPORT 2018 32
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. Refer also to note 32(ii).

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 LimitedDistribution &

Manufacture

New Zealand-100

Benefit Arthritis LimitedDistributionNew Zealand-100

Promisia Trustee LimitedTrusteeNew Zealand-100

Promisia Australia Pty LimitedDistributionAustralia113100

Promisia LLC DistributionUSA-100

22.2 Related Party Transactions and Balances

(a) As at 31 December 2018, directors’ fees and expenses are owed to:

GROUP2018

$

2017

$

H.Down1,898-

S. Underwood -57,150

Total1,89857,150

During the year the company entered into the following related party transaction:

Consulting fees of $60,250 (2017 $31,422) were paid to Helen Down, a director and shareholder of the company. All transactions

were conducted on normal trading terms.

(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.

Refer to note 20 and 32 (ii) - subsequent events for an update on the terms of the loan where the refinancing of the Wells

Investment loan of $783,810 occurred on 1 October 2018 and was assigned to the Brankin Family Interest Trust. It went

unconditional on 30 January 2019. The loan has no fixed repayment terms, and interest will be charged on the loan. The trust is

related to one of the directors – T D Brankin.

(c) As at 31 December 2018, there were no outstanding options granted to directors and management and outstanding:

PositionGranted

2018

000

Outstanding

2018

000

Granted

2017

000

Outstanding

2017

000

S. Underwood Director---1,770

M.D. PriestDirector---1,770

T.D. BrankinDirector---1,770

Management---2,000

Total---7,310

33 PRŌMISIA ANNUAL REPORT 2018
(d) Transactions with key management

GROUP2018

$000

2017

$000

Key management remuneration 200177

Share based payment1743

(e) 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:

Details of the unpaid shares and available to be offered to eligible staff are set out in note 7.2.

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 2017. No bonus

scheme was set up for the year ending 31 December 2018.

During 2017, 10,488,130 of the unpaid ordinary shares were purchased and paid up in full by staff as part of the Staff Unpaid

Share and Bonus Scheme for $167,000. (See note 7.1). If staff do not make payment on the call dates for the unpaid shares

allocated to them, then the shares will revert to the nominee company.

23. Financial Instruments

The following financial assets and liabilities by categories are as follows:

GROUP2018

Carrying

Amount

$000

2018

Fair

Value

$000

2017

Carrying

Amount

$000

2017

Fair

Value

$000

Cash512512324324

Receivables5353238238

Investments75757575

Payables(269)(269)(357)(357)

Loan(784)(784)(919)(919)

All carrying amounts of all financial assets are classified under the category of loans and receivables. All financial liabilities are

categorised at amortised cost.

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 interest

payable on loans to 31 December 2018 was fixed at 6.5% per annum. However interest was no longer charged from 1 October

2018. (2017: 6.5% per annum). Also refer to note 32(ii) where interest will be charged in the period beginning sometime after 30

January 2019.

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 trade receivables of $26,000 which $24,000 have an ageing duration of less than 6 months

and no defaults - (2017 $189,000) – see Note 13.

PRŌMISIA ANNUAL REPORT 2018 34
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.

GROUPCurrentCurrentNon-CurrentTotal

Within 6 months 6-12 months1 to 5 years

$000$000$000$000

Interest bearing loans-188596784

Payables and accruals261--261

Total2611885961,045

24. Segmental Reporting

The Group primarily derives its revenue from the sale of two products, 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

GROUP2018

$000

2017

$000

NET (LOSS) for the year(2,412)(859)

Adjustments for non-cash items:

-Amortisation1721

-Depreciation112

-Foreign exchange differences 5(17)

-Impairment intangible assets104-

-Share based payment benefits1743

Net changes in working capital:

Change in inventories360(572)

Change in payables and accruals(68)(154)

Change in receivables, GST and prepayments16711

NET CASH FROM OPERATING ACTIVITIES(1,799)(1,526)

35 PRŌMISIA ANNUAL REPORT 2018
26. Reconciliation of Cash Flows from Financing Activities

The movement in loan liabilities to 31 December 2018 and the effect of non-cash transactions arising from financing these cash

flow activities is shown below.

GROUP2018

$000

2017

$000

Loan

At 1 January 9191,039

Loan repayments (135)(120)

Non cash flows

At 31 December 784919

27. 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. The directors anticipate being able to raise additional equity funds as and when required - see

Note 32(i).

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

2018

$000

2017

$000

Total Equity9971,019

Borrowings(784)(919)

Bank512324

Net (debt) cash (272)(595)

28. Contingent Liabilities

There were no contingent liabilities at year end (2017: $nil).

29. Operating Commitments

The group has the following operating commitments:

(i) Operating lease - the group leases office space under an operating lease. Operating lease payments, where the lessors

effectively retain substantially all of the risks and benefits of ownership of the leased items, are recognised in the determination

of the operating result in equal instalments over the lease term.

2018

$000

2017

$000

Less than 1 year4848

Between 1 and 3 years2371

Total71119

30. Capital Commitments

There are no capital commitments at 31 December 2018 (2017: $nil).

PRŌMISIA ANNUAL REPORT 2018 36
31. Auditor’s Remuneration

Audit fees of $27,000 (2017 $26,000) were provided for the audit of the financial statements only. No other services were provided.

32. Events subsequent to balance date

(i) New share capital

On 22 January 2019 the company’s major shareholder, Brankin Family Interest Trust, advised that it wishes to exercise its right

to subscribe for an additional 250 million shares at a price of $0.001 per share. This issue of additional shares was approved

by a special meeting of shareholders on 4 December 2018. The 250 million shares represent shortfall shares not taken up by

eligible shareholders in the rights issue that closed on 24 December 2018.

(ii) Change of loan terms

The refinancing of the Wells Investment loan of $783,810 on 1 October 2018 went unconditional on 30 January 2019. The

loan has no fixed repayment terms, and interest will be charged on the loan.

The loan was assigned to the Brankin Family Interest Trust on 1 October 2018. The trust is related to one of the directors,

T.D Brankin. The Trust has confirmed it does not require repayment of this loan within a year of approval of these financial

statements.

(iii) Ministry of Health Prosecution

On 7 February 2019 the company was served with a notice of prosecution by the New Zealand Ministry of Health for alleged

breaches of the Medicines Act 1981. In these charges the Ministry alleges that the company has sold an unlicensed medicine

and that certain advertising by the company is in breach of the Medicines Act.

The company appeared in the District Court on 8 March 2019 and intends to defend these charges.

There have been no other matters or circumstances since the end of the financial year, not otherwise dealt with in these

financial statements that have significantly or may significantly affect the Group’s operations.


37 PRŌMISIA ANNUAL REPORT 2018
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 19 March 2019

The following table lists the names and holdings of the 20 largest holding parcels of quoted ordinary shares of the Company as at

19 March 2019.

Holder Number Held% Held

T.D. Brankin & M.J. Kirwin Lay

S.P Ward & J.P. Ward & J.M. Ward

J.M. O’Brien

S. Underwood

E.M.M. Johnson

E.M.M Johnson & K. Johnson & E. Wright

G.C. Royal

Tirol Nominees Limited

P. McVeigh

M.D. Priest

D.J. Robinson

ASB Nominees Limited

Bank Of America Merril Lynch International Dac

B.W.J Anderson

J.P. Ward

G.R. Wells

R.D. Angus

Central Nominees Limited

S. A. Armstrong

Templar Investments Limited

C.K. Mooi

853,804,210

74,391,081

73,929,066

60,775,560

48,818,720

44,570,320

43,508,830

29,083,413

28,589,017

26,836,315

24,626,281

18,000,000

12,854,532

12,750,000

12,351,498

11,915,613

11,847,545

11,314,238

10,020,779

8,400,000

8,400,000

44.89

3.91

3.89

3.2

2.57

2.34

2.29

1.53

1.5

1.41

1.29

0.95

0.68

0.67

0.65

0.63

0.62

0.59

0.53

0.44

0.44

Top Twenty shareholders1,426,787,01875.02

PRŌMISIA ANNUAL REPORT 2018 38
Total Shares on Issue

No HoldersShares Held% Held

Top 20 201,426,787,01875.02

Other Investors1,434475,010,43324.98

Total1,4541,901,797,451100.00


Spread of Ordinary Shareholders as at 19 March 2019

Holding Range No of HoldersTotal Shares %

1-1,0009 3,732 0.63

1,001-5000348 1,084,578 23.93

5001-10,000162 1,267,875 11.14

10,001 -50,000340 8,814,513 23.38

50,001-100,000141 10,695,636 9.70

100,001 or more454 1,879,931,117 31.22

Total1,4541,901,797,451

100.00

Substantial Security Holders as at 19 March 2019

The Company’s register of substantial security holders, prepared in accordance with section 35F of the Securities Markets Act 1988

disclosed the following information.

NameClass of SharesNo Shares% Held

T.D. Brankin & M.J. Kirwin LayOrdinary 853,804,210 44.89


Directors’ Security Holdings including beneficial interests as at 19 March 2019

Name No Shares% Held

T.D. BrankinDirector 853,804,210 44.89

S. UnderwoodDirector 72,089,798 3.79

M.D. PriestDirector 26,836,315 1.41

H. DownDirector500,0000.00

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

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 2018 to 31 December

2018.

DirectorDate of

transaction

No of shares

purchased/(sold)

Cost $

T.D. Brankin – Placement 16 January 20185,000,000$100,000

T.D. Brankin – Renounceable rights issue 31 December 2018800,000,000$800,000

H. Down - Placement16 January 2018500,000$10,000

M. D. Priest – Placement 16 January 20181,000,000$20,000

M. D. Priest – Renounceable rights issue31 December 201820,000,000$20,000

S. Underwood – Placement 16 January 20181,500,000$30,000

S. Underwood – Renounceable rights issue 31 December 201851,870,000$51,870

39 PRŌMISIA ANNUAL REPORT 2018

PRŌMISIA ANNUAL REPORT 2018 40
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 40.

Directors’ Remuneration and Other Benefits

The names of the directors of the Company at 31 December 2018 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

S. Underwood $49,000 Director’s fee

M.D. Priest $17,000 Director’s fee

T.D. Brankin $17,000 Director’s fee

H. Down $17,000 Director’s fee


Share options have been provided to the Directors as set out in note 21 2(c).

Employee Remuneration

There was only one employee, or former employee, who received remuneration and other benefits valued at or exceeding $100,000

during the year to 31 December 2018, that being in the range of $240,000 to $250,000.

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, Normandy Holdings Limited**, Nalokua Holdings Limited**, Panama Direct Limited**, Renouf

Corporation Limited**, The Renouf Quay Company Limited**, Tuff Lite Limited, Benefit Arthritis Limited.

Duncan Priest

Promisia Integrative Limited - Group, Trans- Tasman Resources Limited**.

Thomas Brankin

Promisia Integrative Limited – Group, Eileen Mary Age Care Limited**, Eileen Mary Age Care Property Limited**, i.Agri Limited**,

OTB Property Limited**, Ranfurly Manor Limited**, Ranfurly Manor No.1 Limited**, Design Care Group Limited**, Benefit Arthritis

Limited.*

Helen Down

Promisia Integrative Limited - Group, Advisory Boards New Zealand Limited**, Synthesis Marketing Limited**.

Auditors’ Remuneration

Audit fees of $26,000 (2017: $26,000) 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 2018 (2017: $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.

41 PRŌMISIA ANNUAL REPORT 2018
Takeovers Panel Disclosures

The following information is required to be included in the 2018 Annual Report of the company as a condition of an Exemption

Notice, Takeovers Code (Promisia Integrative Limited) Exemption Notice 2018 (Exemption Notice), issued pursuant to section 45 of

the Takeovers Act 1993, by the Takeovers Panel.

The Exemption Notice was issued by the Takeovers Panel on 29 November 2018.

Annual Report Requirements

1. Share Put Option

At a meeting of shareholders held on 4 December 2018 (Meeting) shareholders approved a resolution authorising Thomas David

Brankin and Michael John Kirwan Lay as trustees of the Brankin Family Interest Trust (Brankin Trust) to acquire up to 39,027,368

shares from Mr G R Wells and Wells Investments Ltd (Wells) under a put option agreement (Put Option) between the parties. Mr.

Brankin is a director of the company. The Put Option agreement had two exercise dates when Wells could require Brankin Trust, to

acquire the said shares. The two exercise dates are 30 January 2019 (at $0.006 per share) and 30 September 2020 (at $0.009 per

share).

Wells did not exercise the Put Option on 30 January 2019.

2. Summary of terms and conditions of the Exemption Notice

The Exemption Notice provided exemptions for:

a) the Brankin Trust from rule 7(c) of the Takeovers Code in respect of any increase in its voting control resulting from its

acquisition of voting securities under the Put Option; and

b) the company from rule 15(b) of the Takeovers Code, but only to the extent that the rule requires the notice of meeting to

contain, or be accompanied by, particulars of voting securities to be acquired under the Put Option.

The exemptions were granted on various conditions, including that:

a) this annual report includes these disclosures.

b) information regarding the Exemption Notice and any 1% movements in the voting securities held by the Brankin Trust are

disclosed on the company website (see www.promisia.com).

c) the notice of Meeting contained certain disclosures and information. The Notice of Meeting was released to the market on

16 November 2018 and can be viewed on the NZX website at www.nzx.com.


3. Voting Securities of Brankin Trust

As at 31 December 2018 (the Calculation Date) the Company had 1,901,797,451 ordinary shares on issue and the company had no

voting securities on issue other than its ordinary shares.

As at the Calculation Date the Brankin Trust holdings of voting securities are disclosed as follows:

Number of voting securities acquired by the Brankin Trust under the Put Option:Nil.

Number of voting securities on issue that are held or controlled by the Brankin Trust

and the percentage of all voting securities on issue that that number represents:

853,804,210 ordinary shares are held or

controlled by Brankin Trust representing

44.89% of all ordinary shares on issue.

The aggregate of the percentages of all voting securities on issue that are held or

controlled by the Brankin Trust and their associates:

44.89%

The maximum percentage of all voting securities that could be held or controlled

by the Brankin Trust if they acquire all shares under the Put Option:

46.95%*

The maximum aggregate of the percentages of all voting securities that could be

held or controlled by the Brankin Trust and its associates if they acquire the

approved maximum number of voting securities under the Put Option:

46.95%*

* The assumptions on which these percentages are based are that:

PRŌMISIA ANNUAL REPORT 2018 42
a) the Brankin Trust acquires all of the voting securities that are subject to the Put Option.

b) from the Calculation Date until all voting securities are acquired under the Put Option the company does not issue any

other voting securities.

c) the Brankin Trust does not dispose of or acquire any voting securities in the Company prior to all of the voting securities

being acquired under the Put Option.

d) the Brankin Trust does not take up its right under an underwriting agreement to subscribe for 250,000,000 ordinary shares.

The Brankin Trust did however take up this right in January 2019 (i.e. subsequent to the Calculation Date). This has the

effect of increasing these percentages to 53.11%.

43 PRŌMISIA ANNUAL REPORT 2018
CORPORATE DIRECTORY

AND OTHER INFORMATION

Registered office and address for service

Level 4, 22 Panama Street

Wellington 6011

P O Box 25-396

Wellington 6146

Telephone: +64 4 4995563

Mobile: +64 22 0430634

Facsimile: +64 4 8318688

Email: accounts@promisia.com

Website: http://arthrem.co.nz/ or http://promisia.com/

Directors

Stephen Underwood,

Chairman

Duncan Priest

Thomas Brankin

Helen Down

Auditor

William Buck

Level 4, 21 Queens Street

Auckland 1010

Share Registrar

Link Market Services

Level 7, Zurich House, 21 Queen St Street

P O Box 91976, Auckland 1142

Telephone: +64 9 375 5998

Facsimile: +64 9 375 5990

Email: enquiries@linkmarketservices.co.nz


Bankers

Kiwibank

Solicitors

Duncan Cotterill

Chartered Accountants House

Level 2, 50 Customhouse Quay

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

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.

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.

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