Rising to the challenge
Proventec plc
Report and Accounts 2010 Proventec plc | Report and accounts 2010
Proventec’ s strategy is to be the leading provider of cutting edge 
hygiene solutions based on steam technologies and preventative 
coatings which are both environmentally friendly and cost effective. 
Contents
Overview
01
01 Highlights
02 Chairman’s Statement
03 Chief Executive’s Report
06 Business Overview
07 Board of Directors
08 Director’s Report
10 Statement of Directors’ Responsibilities
11 Independent Auditors’ Report to the Members
12  Consolidated Balance Sheet
13  Consolidated Income Statement
14  Consolidated Statement of Comprehensive Income
15 Consolidated Statement of Changes in Equity
16  Consolidated Cash Flow Statement
17  Accounting Policies
22  Notes to the Consolidated Financial Statements
43  Company Balance Sheet
44  Notes to the Financial Statements
53  Notice of Annual General Meeting
56  Directors and Advisors
08
Governance
12
Financial
Overview    1 Report and accounts 2010 | Proventec plc
Highlights
Operational
Proventec Healthcare  
significant tender wins
Magma Coatings  
successful sale
OspreyFrank restructuring of  
the Osprey Steam operation
Post Year End
Completion of Scheme  
of Arrangement
Shares readmitted to  
trading on AIM
Highlights
The market sectors requiring the highest hygiene and safety 
standards will be targeted. The Company will pursue this strategy 
by organic growth, the development of new and compatible 
technologies and by strategic commercial acquisitions.
Overview    Proventec plc | Report and accounts 2010 2
Michael Hough
Chairman’ s Statement
The last few months have been extremely challenging for your 
Board who have worked tirelessly to resolve Proventec’s funding 
issues and to restructure the debt burden following the withdrawal of 
financial support by the company’s largest shareholder.
Following the reverse takeover in 2005, InnoConcepts NV became 
the largest shareholder with approximately 36% of the Ordinary 
Shares.  In addition it received Convertible Loan Notes, carrying 
an 8.5% coupon, to the value of £10.5 million.  The Board of 
Proventec agreed to allow InnoConcepts to sell the Loan Notes 
subject to the debt being ultimately guaranteed by InnoConcepts.  
The Loan Notes were sold to third parties and the Company raised 
an additional £4 million in 2007 via a further issue that was also 
covered by the InnoConcepts guarantee.
In early 2010 the Board formally advised InnoConcepts that based 
on current cash flows they did not expect to be able to meet the 
loan note interest due in July 2010.  This led to discussions with 
our advisers about how the Company could best meet its liabilities 
to the Loan Note holders.  Relying on verbal assurances that 
InnoConcepts would support an equity fundraising, discussions 
appeared to reach a point in mid-June that sufficient funds would be 
made available in a limited fundraising and by further loans.
Subsequently InnoConcepts advised the Board and the Euronext 
stock market in Amsterdam that it was not prepared to support the 
Company and invited the Loan Note holders to negotiate directly 
with its Board to resolve their debt under the guarantee.  With the 
sudden and unexpected collapse of discussions that would have 
resulted in funding of the required level, your Board was left with 
no alternative other than to advise the UK markets that we were 
The successful conclusion  
of the Scheme of  
Arrangement gives the 
Company its best chance  
to deliver its plans.
considering our financial options and we could not rule out the 
possibility that the Company might have to enter administration.  
The shares were subsequently suspended from trading on AIM and 
Alternext on 21 June 2010.
From late June onwards and with the assistance of Amsterdams 
Effectenkantoor, the Company’s advisers in the Netherlands, your 
Directors met with a representative committee of loan note holders 
and their advisers to work on a Scheme of Arrangement.  The result 
of this is reflected in the post balance sheet note to the accounts 
and was contained in the Circular sent to shareholders on 29 
October 2010 and was passed at the General Meeting held on 
23 November 2010.
The adoption of the Scheme of Arrangement has provided the 
Company with additional working capital, a much simplified 
balance sheet and greatly reduced the Company’s debt.  We have 
also cancelled the share options previously granted to the Directors 
and certain employees and are trying to arrange for the warrants, 
that now have no economic value and which were granted at the 
time of the reverse takeover, to be surrendered
The successful conclusion of the Scheme of Arrangement gives the 
Company its best chance to deliver its plans and the operational re-
structuring will allow the management to focus on its core businesses 
of dry steam equipment and janitorial supplies.
Following the completion of the Scheme of Arrangement Peter 
Teerlink, who has been Chairman since 2005, has left the Board 
and I have taken over that role.  I will look to further strengthen the 
Board in the near future.
Your Board will continue to explore all options available to them 
in order to try and deliver a secure and profitable future for the 
Company.
Michael Hough
Chairman
19 January 2011 
Chairman’s Statement Overview    3 Report and accounts 2010 | Proventec plc
Chief Executive’ s Report
Chief Executive’s Report
The financial statements cover the eighteen month trading period 
from 1 April 2009 to 30 September 2010.  The balance sheet at 
30 September 2010 does not reflect the re-construction embodied 
in the Scheme of Arrangement that was approved by the two 
meetings of the Loan Note holders and the Shareholders which 
were held on 23 November 2010. The Scheme was formally 
sanctioned in the High Court, Chancery Division, on Monday 6 
December 2010.
The Chairman has explained the practical effects of the Scheme 
of Arrangement which has provided the Company with a more 
appropriate balance sheet for its business and a greatly reduced 
debt burden.
The pro forma balance sheet reflects the changes resulting from 
the approval to the Scheme of Arrangement as if they had been 
sanctioned on 30 September 2010.  The pro forma balance sheet 
reflects:
•	 	 the	changes	to	the	loan	note	debt	reduced	from	£14,880,210	
to	£7,000,000
•	 	 the	coupon	reduced	from	8.5%	per	annum	to	4%	payable	and	
3%	in	additional	loan	notes
•	 	 the	extension	of	the	repayment	date	from	31	December	2012	
to	30	September	2015
•	 the	removal	of	the	24.5%	premium	due	on	redemption
•	 	 the	conversion	of	loan	note	debt	of	£7,880,210	and	other	
debts	of	£6,006,655	into	equity	at	a	price	of	57	pence
•	 	 the	forgiveness	of	debt	comprising	unpaid	loan	note	and	other	
loan	interest	of	£1,973,000
This restructuring of the Group’s balance sheet puts it in a better 
position to deal with the financial pressures of trading out of the 
recession.  As well as the restructuring of the balance sheet, your 
Board has sought to restructure the business and has disposed of 
two non-core parts of the Group.
The Magma coatings business was acquired at the time of the 
reverse takeover in 2005 and it has developed into a niche 
specialist coatings business.  It was the Board’s intention to 
sell this business in the next couple of years after it had grown 
further, however an opportunity arose to sell it to the company 
that manufactures Magma’s products and the Board successfully 
concluded the disposal of Magma just before the end of September 
2010.  The price was realistic given Magma’s trading profile and 
the potential for its products but the business had been valued at a 
considerably higher figure at the time of its acquisition in 2005.
The Board also sanctioned the disposal of the Company’s 60% 
holding in CryoJet Industrial Services BV.  At the time of the 
acquisition of this stake in September 2008 the Board believed 
that CryoJet would be synergistic with the Group’s other activities 
David Chestnutt
and would form the basis of the Proventec Industrial specialist 
cleaning division but this ambition was not realised.  A number of 
management and operational issues caused the Board to reassess 
its view on the potential of CryoJet and after a number of meetings 
with the original management team in which no headway was 
made, the Board decided to mitigate its losses and sold the 
Company’s stake at a loss.
As a result of these disposals and actions the Board has embarked 
on a restructuring of Proventec’s operations base in The Netherlands 
and has greatly reduced the scope of its business.  This restructuring 
exercise has almost been completed and Guido Schoenmakers, our 
Group Operations Director who has carried out this task on behalf 
of the Group, will be leaving the Company in the New Year.  We 
are most grateful for all Guido’s efforts on behalf of the Group over 
the last six years and wish him well in his new career.
In the UK the Company has completed the transfer of the Osprey 
businesses and Proventec Healthcare to its logistical base in 
Redruth, Cornwall, from where Contico Manufacturing and 
Spraychem operate.
The Osprey businesses are to be rebranded as OspreyFrank to 
reflect the close development and manufacturing links with Frank 
GmbH, the Company’s German-based subsidiary.
The trading results for the eighteen months have been affected 
by a number of factors, both internal and external.  The trading 
environment has continued to be difficult although towards the end 
of this year there are some small signs that the Company’s markets 
may be picking up.
The sales of janitorial products have been fairly flat and margins 
have been difficult to maintain. This was due to a combination of 
the highly competitive domestic market and the weakness of Sterling 
against the US dollar and the Euro, the currencies with which much 
of Proventec’s product range is purchased.
During the period covered by these accounts Proventec Healthcare 
has been successful in winning significant tenders from the UK NHS 
Supply Chain and the Scottish NHS.  Both contracts have yet to 
reach their full potential in terms of sales into the respective NHS 
sectors in England and Scotland but they are an indication of the 
Group’s ability to service this demanding sector.
The Group’s equipment sales from OspreyFrank have been affected 
by the slow down in capital purchasing by European industry.  The 
Company has used this time to improve the development of its dry 
steam range but the anticipated upturn in the development of the 
dry steam market has been put on hold. This is due not only to the 
general economic conditions but also to the delay in publication of 
the results of the trial of Proventec’s equipment following the NHS 
Overview    Proventec plc | Report and accounts 2010 4
Chief Executive’s Report
sponsored Clinical Trial in the Durham & Darlington Trust, which 
started in October 2009 and was completed in February 2010.
The Board understands that publication of the report has been held 
back, together with reports on a number of other NHS initiatives, 
due to policy decisions within the NHS.  While the Company has 
not seen the results of the report, the Board is led to believe that the 
report will endorse the efficacy and use of dry steam as a cleaning 
medium in patient contact areas.  Proventec already knows that 
regular cleaning with dry steam reduces bacteria, resulting in 
a higher standard of hygiene in the hospital environment and 
potentially will be of real benefit in the fight to reduce healthcare 
acquired infections.
While the time taken to penetrate the healthcare sector is frustrating, 
OspreyFrank has made progress in developing and supplying 
industrial dry steam cleaning solutions to the food manufacturing 
sector where cleaning and hygiene standards are valued highly.
The Company has completed the first ‘cleaning in place’ system 
on a food manufacturing assembly line for one of the largest 
international food manufacturers. The line has been successfully 
installed and commissioned and your Board believes will lead to 
more business from this customer and this sector.
In conjunction with Proventec’s partner, OspreyFrance, the Company 
has also been working with a major robotics machine manufacturer 
which has installed Proventec’s dry steam cleaning equipment in an 
automated cleaning line for a leading manufacturer of motor bikes.  
The steel surface for painting has to be prepared to the highest 
standard of cleanliness before painting and dry steam has solved 
this problem, given that solvents are now being phased out and 
banned in the industrial environment.
Such developments prove that dry steam generation has a future 
as a general and specialist cleaning medium but it has not yet 
achieved universal acceptance. However, I am pleased to note 
that more and more companies in the food manufacturing sector 
are now looking at dry steam as a possible solution to solving their 
cleaning requirements in new industrial installations.
The comparison between figures from one period to the other 
is made more difficult by the removal of the figures for the 
discontinued operations and the resultant changes to gross profit.
Taking the reported turnover figures and adjusting them for the 
turnover achieved in the accounting periods by the discontinued 
operations, shows a 3% fall year on year. However the gross 
profit in the two periods shows a fall of 17% which reflects the 
challenging trading environment
The accounts also include a charge for interest paid and payable 
of £2.36 million. As a result of the adoption of the Scheme of 
Proventec Healthcare has 
been successful in winning 
significant tenders from the 
UK NHS Supply Chain 
and the Scottish NHS
Overview    5 Report and accounts 2010 | Proventec plc
Chief Executive’s Report
Arrangement, this will produce a write back of interest payable 
in the next period’s accounts of those amounts of interest that 
have been waived and forgiven, which at 30 September 2010 
amounted to approximately £1.7 million.
Following the restructuring of the Group there is further substantial 
impairment of those assets and the cost of investments acquired as 
part of the reverse takeover in 2005.  With the benefit of hindsight 
and in the context of a post recession economy, it is appropriate 
to impair and write down those costs and the resultant goodwill 
arising thereon.  This is entirely consistent with International 
Financial Reporting Statements and reflects the value attributed to 
the rescheduling of our long and short-term debt as set out in the 
Scheme of Arrangement.
Outlook
While the current trading shows some limited signs of a better 
2011, the outlook for Proventec has been vastly improved as 
a result of the adoption of the Scheme of Arrangement and 
your Board will continue to work hard for the benefit of all our 
shareholders.
I would like to thank Peter Teerlink who resigned from the Board 
with effect from the date of adoption of the Scheme.  Peter became 
Chairman following the reverse takeover of the Group in 2005 and 
has been a great champion of the business.  He had close links 
with InnoConcepts, our former largest shareholder, which proved to 
be a good relationship that worked for the benefit of both Groups 
until the change of control in InnoConcepts in late 2009, and I wish 
him well for the future.
Finally, may I also express my personal thanks to my fellow Board 
members, colleagues and our lawyers, Pinsent Masons, for all their 
support in what has been a most interesting and challenging time.
David Chestnutt
Chief Executive 
19 January 2011
The restructuring of the  
Group’s balance sheet puts  
it in a better position to deal 
with the financial pressures of 
trading out of the recession.
Overview    Proventec plc | Report and accounts 2010 6
OspreyFrank
There has been a change in emphasis over the last few months 
as OspreyFrank has sought to develop its industrial dry steam 
equipment.
The Apollo range of dry steam equipment manufactured by Frank in 
Germany is now available to the market. The steam generation is 
vastly superior to the existing range of machines and outperforms all 
its competitors. 
The amount of steam created in relation to the power used enables 
the equipment to be used in an increased range of companies in 
the industrial sector. OspreyFrank has focussed this development 
on the food manufacturing industry where hygiene is a necessity. 
The Group supplied and assisted a major international food 
manufacturing company to develop a new food manufacturing 
line for ice cream, with a state of the art cleaning in place (CIP) 
conveyor belt cleaning assembly. This plant, situated in Europe, 
should be the first of many such installations as the quality of 
cleaning and removal of bacteria has taken the standards of 
cleaning to even higher levels.
The concept of CIP within the industrial sector is well established as 
the most desirable way forward therefore the Board expects that co-
operation with Frank utilising their engineering skills and experience 
will open new markets for us. 
Proventec’s joint venture partner, OspreyFrance, is continuing to 
work in the industrial sector which is their speciality and it has 
established a sound working relationship with a major robotics 
manufacturer. The manufacturer has incorporated the dry steam 
equipment into an automated system being utilised in the automotive 
industry to prepare steel surfaces for spray painting. 
The continuing delay in the publication of the results of the 
clinical trial and the slow take up of the Group’s equipment in the 
healthcare sector is extremely disappointing. We are encouraged, 
however by the continued positive feedback and support we 
receive from the healthcare professionals who are responsible 
for the delivery of hygiene in the battle against healthcare and 
community acquired infections. Nonetheless, the cash constraints 
within the NHS and healthcare sector make the task of achieving a 
commercial breakthrough even more difficult.
The equipment and scientific accreditation has lent weight to the 
technology and enabled Proventec to present the benefits of dry 
steam cleaning to healthcare bodies around the world. The export 
market at present appears to be more buoyant than that in the UK 
although the domestic market remains an important target.
Business Overview
Janitorial products
The supply of janitorial products has remained a resilient market but 
the competitive nature of the business, the traditional low margins, 
combined with the effects of the volatile currency markets has made 
this a most challenging market.
Proventec is constantly developing new products such as our 
disposable microfiber range, to supply a very demanding, if 
conservative, market. The Group continues to expand its in-house 
manufacturing capacity and during the period we invested in a new 
automated print machine to enhance our own branding of certain 
products. Post the period end, an order was placed for a further 
new print machine to satisfy this particular market.
Proventec Healthcare was successful in winning two major 
healthcare tenders in the UK in the period covered by these 
accounts. In November 2009 the division won a major supply 
contract for the Scottish NHS, and in July this year won a contract 
to supply a limited range of products to the NHS Supply Chain in 
England. Both contracts which should, in time, produce sales of 
over £2 million per annum are expected to lead to further sales to 
these customers.
Business Overview Overview    7 Report and accounts 2010 | Proventec plc
Following the resignation of Guido Schoenmakers and the 
appointment of Frank Verëll on 21 January 2011.
Michael Hough
Chairman
Michael Hough is a partner of Iceni Capital, a UK private equity 
investment firm. He is also a Director of Aurora Investment Advisors 
Limited, a private equity investment firm investing in Russia. He was 
previously Managing Director of Altium Capital Limited (formerly 
Apax Partners & Co Capital Limited) which he helped establish in 
1990. Prior to this he worked for Goldman Sachs in New York and 
London. He holds an MBA from the University of Virginia’s Darden 
School.  
David Chestnutt FCA
Chief Executive
David Chestnutt qualified as a Chartered Accountant in 1974. 
He was a partner in PKF in Liverpool until 1997 when he joined 
Liverpool Football Club as Finance Director. In January 2000 he 
joined the predecessor company of Proventec, becoming Chief 
Executive in March 2001. 
Thomas Stuecken
Chief Commercial Officer
Thomas Stuecken has extensive experience in the international 
cleaning industry. He was an export director at Premiere Products 
Limited for 12 years and oversaw the opening of over 30 new 
export markets. Since April 2003, Thomas has been a Director of 
OspreyDeepclean. He holds a degree in European Business Studies 
specialising in international marketing.
Frank Verëll
Non Executive Director
Frank Verëll is the Finance Director for Amsterdams Effectenkantoor 
BV (AEK) an international wholesale broker and the company’s 
advisor in the Netherlands. Frank has a masters degree in 
Economics and Tax Law from the University of Amsterdam and a 
post graduate degree in Accountancy from the VU University in 
Amsterdam. 
Board of Directors
Board of Directors Overview    Proventec plc | Report and accounts 2010 8
Director’ s Report
The directors present their annual report on the affairs of the Group, 
together with the financial statements and auditors’ report for the 
period ended 30 September 2010.
Principal activities of the Group
As at 30 September 2010 the particular activity of the Group 
is to provide leading-edge hygiene solutions based on steam 
cleaning technologies, the manufacture and distribution of janitorial 
equipment, vacuums, industrial sprayers and pump dispensers in 
market sectors requiring the highest hygiene and safety standards 
and to carry out related research and development to source and 
develop new technologies for commercial purposes.
Business Review
The review of the business and future developments are covered in 
the Chief Executive’s report on pages 3-5.
Principal Risks
The directors consider the principal risks to the growth and 
development of the business to be:-
•	 	 The general state of the global economy which is affecting 
business in all the markets the Group trades in.
•  The volatile currency fluctuations caused by the uncertainty in the 
markets.
•  The timely and adequate supply of equipment for resale.
The directors are taking reasonable steps within their control to 
minimise the impact of this risk to the business.
IFRS 7 requires disclosure on risk and we have undertaken a market 
risk sensitivity analysis on fluctuations in our major currency exposure 
and the effects on the financial assets and liabilities in the Balance 
Sheet. This  is included in the notes to the consolidated financial 
statements. The profit and losses of the overseas subsidiaries are 
translated at average rates in the period and the balance sheets 
are translated at year end rates. The effect of this is shown in the 
consolidated statement of comprehensive income. The Group do 
not hedge this translational exposure as the costs and complexity 
would outweigh the benefits. 
Financial results and dividend
The loss for the period is £29,453,000 after an impairment review 
of £17,065,000 The directors do not recommend the payment of 
a dividend.
Directors
Details of each of the directors who served throughout the period 
are shown on page 7.  All directors are subject to retirement by 
rotation under the Group’s articles of association.  
Peter Teerlink resigned on 7 December 2010. The director retiring 
by rotation is Michael Hough.
Change of Accounting reference date
As a result of the extra staff resources needed to deal with the 
Scheme of Arrangement, and the timescales involved, the directors 
took the decision to extend the accounting period to 18 months 
ending on 30 September 2010. It should be noted that the 
comparative figures cover a 12 month period, and that therefore 
direct comparison may not be possible.
Post balance Sheet events
There have been significant post balance sheet events which are 
detailed in note 29 to the accounts.
Directors’ interest in share options
The Group had share option schemes under the terms of which 
directors are able to subscribe for Ordinary Shares in the Group. All 
options under the scheme were cancelled on 7 September 2010. 
At 30 September 2010, no director had any beneficial interest in 
options to subscribe for shares in the company.
Substantial shareholdings
As at 18 January 2011, the Group had notification that the 
following were interested in 3% or more of the Group’s issued share 
capital.
Name	 of	 Shareholder	
Percentage	shareholding	
at	18	January	2011	(%)
ANT Financial Services B.V. as Trustee 
for holders of the Loan Notes
75.3
Euroclear Nominees Ltd EOCEF ACCT 7.9
KAS Nominees Ltd 3.4
Director’s Report Governance    9 Report and accounts 2010 | Proventec plc
Charitable and political donations in the United 
Kingdom
No charitable or political donations were made during the period 
(2009: nil).
Payment to suppliers
The Group’s policy is normally to pay suppliers according to agreed 
terms of business.  These terms are agreed with suppliers upon 
entering into contracts and the Group’s policy is to adhere to the 
payment terms providing the supplier meets its obligations. The 
creditor days for the Group is 90 days.  This is exaggerated by 
the increase in selling activity during the last quarter of the financial 
period.
 
UK Research and Development
During the period the Group has continued to invest in innovative 
ideas in steam technologies. The Group has continued its research 
and development into the production of specialist accessories and 
tools to help combat against Healthcare and Community Acquired 
Infections.  
Disabled Persons  
The Group operates a non-discriminatory employment policy and 
proper consideration is given to all applications for employment 
from disabled persons who, after employment, receive training and 
career development consistent with both the needs of the Group 
and their particular abilities.  
Employee Involvement 
Employee involvement in the overall performance of the Group 
is encouraged through both formal and informal meetings which 
deal with a whole range of issues from the Group’s financial 
performance and future developments to health and safety issues. 
Copies of both the Annual Report and Interim Report are made 
available to all employees.
Information given to Auditors
Each of the persons who is a director at the date of approval of this 
annual report confirms that:
•  So far as the director is aware, there is no relevant audit 
information of which the Group’s auditors are unaware, and
•  the director has taken all steps that he ought to have taken as a 
director to make himself aware of any relevant audit information 
and to establish that the auditors are aware of that information.
Auditors
A resolution to re-appoint PKF (UK) LLP as auditor to the Group and 
to authorise the directors to determine their remuneration will be 
proposed at the annual general meeting.
Annual general meeting
The annual general meeting of the Company is to be held at 30 
Crown Place, London EC2A 4ES on 7 March 2011.
The notice of meeting appears in the document accompanying the 
report and accounts.   
Approved by the board of directors and signed on behalf of the 
board.
D. Chestnutt
Director
19 January 2011
Director’s Report Governance    Proventec plc | Report and accounts 2010 10
The directors are responsible for preparing the directors’ report and the 
financial statements in accordance with applicable law and regulations. 
Company law requires the directors to prepare financial statements 
for each financial year. Under that law the directors have, as required 
by the AIM Rules of the London Stock Exchange, elected to prepare 
the group financial statements in accordance with International 
Financial Reporting Standards as adopted by the European Union 
and have elected to prepare the parent company financial statements 
in accordance with United Kingdom Generally Accepted Accounting 
Practice (United Kingdom Accounting Standards and applicable law). 
Under company law the directors must not approve the financial 
statements unless they are satisfied that they give a true and fair view 
of the state of affairs of the company and the group and of the profit or 
loss of the group for that period. In preparing these financial statements 
the directors are required to:
• select suitable accounting policies and then apply them consistently;
• make judgments and estimates that are reasonable and prudent;
•  state whether the group financial statements have been prepared in 
accordance with IFRSs as adopted by the European Union
•  state, with regard to the parent company financial statements, 
whether applicable accounting standards have been followed, 
subject to any material departures disclosed and explained in the 
financial statements;
•  prepare the financial statements on the going concern basis unless 
it is inappropriate to presume that the company and the group will 
continue in business.
The directors are responsible for keeping adequate accounting records 
that are sufficient to show and explain the company’s transactions and 
disclose with reasonable accuracy at any time the financial position 
of the company and the group and enable them to ensure that the 
financial statements comply with the Companies Act 2006. They are 
also responsible for safeguarding the assets of the company and the 
group and hence for taking reasonable steps for the prevention and 
detection of fraud and other irregularities.
The directors are responsible for the maintenance and integrity of the 
corporate and financial information included on the company’s website. 
Legislation in the United Kingdom governing the preparation and 
dissemination of the financial statements and other information included 
in annual reports may differ from legislation in other jurisdictions.
Statement of
Director’ s Responsibilites
Statement of Director’s Responsibilites Governance    11 Report and accounts 2010 | Proventec plc
We have audited the financial statements of Proventec plc for the period 
ended 30 September 2010 which comprise the consolidated balance 
sheet, the consolidated income statement, the consolidated statement 
of comprehensive income, the consolidated statement of changes in 
equity, the consolidated cash flow statement, the parent company 
balance sheet and the related notes. The audited financial statements 
do not include the unaudited pro forma consolidated balance sheet 
and the unaudited pro forma company balance sheet. The financial 
reporting framework that has been applied  in the preparation of 
the group financial statements is applicable law and International 
Financial Reporting Standards (IFRSs) as adopted by the European 
Union. The financial accounting framework that has been applied in the 
preparation of the parent company financial statements is applicable 
law and United Kingdom Accounting Standards (United Kingdom 
Generally Accepted Accounting Practice).  
This report is made solely to the company’s members, as a body, in 
accordance with Chapter 3 of Part 16 of the Companies Act 2006. 
Our audit work has been undertaken so that we might state to the 
company’s members those matters we are required to state to them in an 
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 company and the company’s members as a body, for our audit 
work, for this report, or for the opinions we have formed.
Respective responsibilities of directors and auditors
As explained more fully in the directors’ responsibilities statement, 
the directors are responsible for the preparation of the financial 
statements and for being satisfied that they give a true and fair view. 
Our responsibility is to audit the financial statements in accordance 
with applicable law and International Standards on Auditing (UK 
and Ireland). Those standards require us to comply with the Auditing 
Practices Board’s Ethical Standards for Auditors.
Scope of the audit
An audit involves obtaining evidence about the amounts and disclosures 
in the financial statements sufficient to give reasonable assurance that 
the financial statements are free from material misstatement, whether 
caused by fraud or error. This includes an assessment of: whether the 
accounting policies are appropriate to the group’s and the parent 
company’s circumstances and have been consistently applied and 
adequately disclosed; the reasonableness of significant accounting 
estimates made by the directors; and the overall presentation of the 
financial statements.
Opinion on financial statements
In our opinion:
•  the financial statements give a true and fair view of the state of the 
group’s and the parent company’s affairs as at 30 September 2010 
and of the group’s loss for the period then ended;
•  the group financial statements have been properly prepared in 
accordance with IFRSs as adopted by the European Union;
•  the parent company financial statements have been properly 
prepared in accordance with United Kingdom Generally Accepted 
Accounting Practice; and
•  the financial statements have been prepared in accordance with the 
requirements of the Companies Act 2006.
Opinion on other matter prescribed by the Companies 
Act 2006
In our opinion  the information given in the directors’ report for the 
financial year for which the financial statements are prepared is 
consistent with the financial statements. 
Matters on which we are required to report by 
exception
We have nothing to report in respect of the following matters where the 
Companies Act 2006 requires us to report to you if, in our opinion:
•  adequate accounting records have not been kept by the parent 
company, or returns adequate for our audit have not been received 
from branches not visited by us; or
•  the parent company financial statements are not in agreement with 
the accounting records and returns; or
•  certain disclosures of directors’ remuneration specified by law are 
not made; or
•  we have not received all the information and explanations we 
require for our audit.
Timothy Entwistle (Senior statutory auditor)
for and on behalf of PKF (UK) LLP, Statutory auditors
Manchester, UK
Date: 19 January 2011
Independent Auditors’ Report  
to the Members of Proventec plc
Independent Auditors’ Report Governance    Proventec plc | Report and accounts 2010 12
Consolidated Balance Sheet Financial   
Notes
2010
£000
31 March
2009
£000
Assets
Non-current assets
Property, plant and equipment 1 497 906
Goodwill 3
5,985 27,125
Other intangible assets 4
541 4,949
Available for sale financial assets 5
- 12
Investments accounted for using the equity method 6
17 8
Total non-current assets 7,040 33,000
Current assets
Inventories 7 3,077 2,848
Trade and other receivables 8 3,638 4,149
Cash and cash equivalents 9 678 1,095
Total current assets 7,393 8,092
Total assets 14,433 41,092
Equity and liabilities
Equity attributable to equity holders of the parent
Share capital 1,543 1,242
Other reserves 11,612 12,297
(Accumulated losses)/Retained earnings (25,831) 3,444
(12,676) 16,983
Minority interest (31) 252
Total equity (12,707) 17,235
Non-current liabilities
Long term borrowings 11 292 14,260
Deferred tax 13 70 -
Total non-current liabilities 362 14,260
Current liabilities
Trade and other payables 12 7,422 6,798
Current portion of long term borrowings 11 19,356 2,799
Current tax payable - -
Total current liabilities 26,778 9,597
Total liabilities 27,140 23,857
Total equity and liabilities 14,433 41,092
The financial statements were approved and authorised for issue by the board on 19 January 2011 and were signed on its behalf by  
D Chestnutt.
Consolidated Balance Sheet
as at 30th September 2010 13 Report and accounts 2010 | Proventec plc
Financial Consolidated Income Statement
Notes
Period ended 
30 September 2010
£’000
Restated
Year ended 
31 March 2009
£’000
Continuing operations
Revenue 14 19,741 14,294
Cost of Sales (12,829) (8,304)
Gross profit 6,912 5,990    
Administrative expenses -recurring (10,367) (6,350)
Impairment of goodwill 3 (13,706) (16,000)
Impairment of investments 5 (12) (3,260)
Impairment of Intangible assets (2,842) -
Impairment of receivables 8 (505) (7,458)
Total administrative expenses (27,432) (33,068)
Operating loss (20,520) (27,078)
Finance costs 15 (2,370) (1,503)
Share of associates and joint ventures operating profit (54) 28
Loss before taxation 16 (22,944) (28,553)
Tax (expense)/credit 17 (96) 748
Loss for the period from continuing operations (23,040) (27,805)
Loss for the period from discontinued operations 19 (6,413) (95)
Loss for the period (29,453) (27,900)
Attributable to:-
Equity holders of the parent (29,360) (27,853)
Minority interest (93) (47)
 (29,453) (27,900)
(Loss) per share (pence)
From continuing operations
Basic 18 (155.7) (226.7)
Diluted 18 (155.7) (226.7)
From continuing and discontinuing operations
Basic 18 (199.2) (227.4)
Diluted 18 (199.2) (227.4)
Consolidated Income Statement
For the period ended 30th September 2010 Proventec plc | Report and accounts 2010 14
Financial
Period ended
30 September 2010
£’000
Restated
Year ended
31 March 2009
£’000
Total (loss) for the period (29,453) (27,900)
Net exchange differences on translating foreign operations (1,699) 5,764
Total comprehensive (loss) for the period (31,152) (22,136)
Total comprehensive (loss) for the period attributable to:-
Equity holders of the parent (31,059) (22,089)
Minority interest (93) (47)
(31,152) (22,136)
for the period ended 30th September 2010
Consolidated Statement of 
Comprehensive Income
Consolidated Statement of Comprehensive Income 15 Report and accounts 2010 | Proventec plc
Consolidated Statement of Changes in Equity Financial
Share 
capital 
£’000
Share 
premium 
£’000
Share 
options 
£’000
Retained 
Earnings/
(Accumulated 
losses)  
£’000
Foreign
Currency
Reserve
£’000
Share 
Warrants 
£’000
Minority 
Interest 
£’000
Total 
£’000
At 1 April 2009 1,242 155 85 3,444 10,586 1,471 252 17,235
Comprehensive income
Loss for the period - - - (29,360) - - (93) (29,453)
Other comprehensive income/
(loss)
 
Unrealised exchange movement - - - - (1,699) - - (1,699)
Total comprehensive income/
(loss) for the period
- - - (29,360) (1,699) - (93) (31,152)
Issue of shares 301 1,099 - - - - - 1,400
Cancellation of options - - (85) 85 - - - -
On disposal - - - - - - (190) (190)
Movement in period 301 1,099 (85) (29,275) (1,699) - (283) (29,942)
At 30 September 2010 1,543 1,254 - (25,831) 8,887 1,471 (31) (12,707)
For the year ended 31 March 2009
At 1 April 2008 12,170 21,107 58 (855) 4,822 1,471 32 38,805
Comprehensive income
Loss for the year - - - (27,853) - - (47) (27,900)
Other comprehensive income/
(loss)
Unrealised exchange movement - - - - 5,764 - - 5,764
Total comprehensive income/
(loss)
- - - (27,853) 5,764 - (47) (22,136)
Issue of shares 248 24 - - - - - 272
Issue of options - - 27 - - - - 27
Reduction of share capital (11,176) - - 11,176 - - - -
Cancellation of share premium - (20,976) - 20,976 - - - -
On acquisition - - - - - - 267 267
Movement in year (10,928) (20,952) 27 4,299 5,764 - 220 (21,570)
At 31 March 2009 1,242 155 85 3,444 10,586 1,471 252 17,235
For the period ended 30th September 2010
Consolidated Statement 
of Changes in Equity Proventec plc | Report and accounts 2010 16
 Consolidated Cash Flow Statement Financial
Notes
Period ended 
30 September 2010
£’000
Restated
Year ended 
31 March 2009
£’000
Cash flows from operating activities
Cash generated from continuing operations 22 (2,717) 348 
Interest received 15 121
Interest paid (1,278) (1,442)
Tax received 1 9 
Net cash flow from continuing operating activities (3,979) (964)
Cash flows from investing activities (continuing operations)  
Acquisition of subsidiaries (net of cash acquired) - (1,112)
Increase in investments (51) (6)
Proceeds from sale of property, plant and equipment - -
Proceeds from sale of available for sale financial assets 50 -
Purchase of property, plant and equipment 23 (176) (293)
Purchase of intangible assets (44) (81)
Net cash flow from investing activities (221) (1,492)
Cash flows from financing activities (continuing operations)
(Repayment of)/proceeds from new loans 2,451 (712)
Proceeds from issue of equity instruments 1,504 272
Payments in respect of hire purchase (87) (54)
Costs in issuing equity instruments (104) -
Net cash flow from financing activities 3,764 (494)
Net cash flow from discontinued operations 19 19 3
Net (decrease) in cash and cash equivalents (417) (2,947)
Cash and cash equivalents at beginning of the period 1,095 4,042
Cash and cash equivalents at end of the period 9 678 1,095
for the period ended 30th September 2010
Consolidated Cash Flow Statement 17 Report and accounts 2010 | Proventec plc
Financial  Accounting Policies
Accounting Policies
The principal accounting policies adopted in the preparation of 
these financial statements are set out below. These policies have 
been consistently applied to all the periods presented, unless 
otherwise stated. 
Basis of preparation
These consolidated financial statements of the Group have been 
prepared in accordance with International Financial Reporting 
Standards (IFRS) as adopted by the European Union and with those 
parts of the Companies Acts 2006 applicable to entities reporting 
under IFRS.
IFRS issued but not yet applied
Further standards and interpretations have been issued by the IASB 
but are not yet effective. It is not expected that adoption of these 
standards or interpretations will have a material impact on the 
financial statements.   
Going concern
As at 30 September 2010 the consolidated balance sheet has 
net liabilities of £12,707,000. As detailed in note 29 to the 
consolidated financial statements a Scheme of Arrangement 
became effective on 7 December 2010. Under the terms of the 
Scheme of Arrangement loan notes with a value of £7,880,000 
together with outstanding loans of £6,006,000 were converted 
into ordinary share capital. All unpaid loan note and loan interest, 
which totalled £1,973,000 at 30 September 2010, was waived. 
The terms of the remaining loan notes were amended to reduce the 
interest rate from 8.5% per annum to 4% cash per annum plus 3% to 
be paid by issue of further loan notes. The remaining loan notes are 
due for repayment in September 2015.
The Group’s forecasts and projections show that the Group should 
be able to operate within the levels of its current facilities.
The directors have a reasonable expectation that the company has 
adequate resources to continue in operational existence for the 
foreseeable future. The directors, therefore, continue to adopt the 
going concern basis of accounting in preparing the annual financial 
statements.
Group accounting
Subsidiaries are those entities in which the Group has an interest 
of more than one half of the voting rights or otherwise has power 
to govern the financial and operating policies. The existence and 
effect of potential voting rights that are presently exercisable or 
presently convertible are considered when assessing whether the 
Group controls another entity.
Subsidiaries are consolidated from the date on which control is 
transferred to the Group and are no longer consolidated from the 
date that control ceases.  
Where necessary, the accounting policies of subsidiaries have been 
changed in order to ensure consistency with the policies adopted 
by the Group.
Inter company transactions, balances and unrealised gains on 
transactions between Group companies are eliminated. 
A joint venture is an entity over which the Group has joint control. 
The investment in a joint venture is initially recognised at cost and 
adjusted for the Group’s share of the changes in net assets of the 
joint venture after the date of acquisition, and for any impairment in 
value.
Business combinations
The purchase method of accounting is used to account for the 
acquisition of subsidiaries. The cost of an acquisition is measured 
as the fair value of the assets given, equity instruments issued 
and liabilities incurred or assumed at the date of exchange plus 
costs directly attributable to the acquisition.  Identifiable assets 
acquired and liabilities and contingent liabilities assumed in a 
business combination are measured initially at their fair values at the 
acquisition date.  The excess of the cost of the acquisition over the 
fair value of the Group’s share of the identifiable net assets acquired 
is recorded as goodwill.  If the cost of acquisition is less than the 
fair value of the net assets of the subsidiary acquired the difference 
is recognised directly in the income statement. 
Segment reporting
Operating segments are those segments for which results are 
reviewed by the Group’s Chief Operating Decision Maker 
(“CODM”) to assess performance and to make decisions about 
resources to be allocated. The CODM is the Group board which 
meets regularly throughout the year to discuss the performance and 
results of the Group. The business of the group is divided into two 
segments being  Janitorial Products and Steam and High Pressure 
Cleaning equipment. Proventec plc | Report and accounts 2010 18
Foreign currency translation
Functional currency
Items included in the financial statements of each entity in the 
Group are measured using the currency of the primary economic 
environment in which the entity operates (“the functional currency”).  
The consolidated financial statements are presented in sterling, 
which is the functional and presentation currency of the parent.
Transactions and balances
Foreign currency transactions are translated into the functional 
currency using the exchange rates prevailing at the dates of the 
transactions.  Foreign exchange gains and losses resulting from the 
settlement of such transactions and from the translation of monetary 
assets and liabilities denominated in foreign currencies are 
recognised in the income statement. 
Group companies
Income, expenses and cash flow of foreign entities are translated 
into the Group’s functional currency at average exchange rates for 
the period and their balance sheets are translated at the exchange 
rates ruling at the period end. 
Goodwill and fair value adjustments arising on the acquisition of a 
foreign entity are treated as assets and liabilities of the foreign entity 
and translated at the closing rate.
Property, plant and equipment
All property, plant and equipment are stated at historical cost less 
depreciation. Cost includes the original purchase price of the 
asset and the costs attributable to bringing the assets to its working 
condition for its intended use. Finance costs are not included.
Depreciation is calculated on the straight-line method to write off the 
cost of assets to their residual values over their estimated useful lives 
as follows.
Rental Assets 25% per annum
Plant, machinery and equipment 25% per annum
Where the carrying amount of an asset is greater than its 
estimated recoverable amount, it is written down immediately to its 
recoverable amount. 
Gains and losses on disposals are determined by comparing 
proceeds with carrying amount and are included in operating profit.
Repairs and maintenance are charged to the income statement 
during the financial period in which they are incurred.  
Goodwill
Prior to 1 April 2004, the Group’s date of transition to IFRS, 
goodwill was amortised over its estimated useful life; such 
amortisation ceasing on 31 March 2004.  Goodwill is subject to 
impairment review, both annually and when there are indicators that 
the carrying value may not be recoverable.  A write down is made 
if the carrying amount exceeds the recoverable amount. 
Intangible assets
Intangible assets are stated at cost less accumulated amortisation 
and impairment losses.  Intangible assets with indefinite useful lives 
are not amortised but are tested for impairment annually.
Amortisation is calculated on the straight-line method to write off the 
cost of assets to their residual values over their estimated useful lives 
as follows, and is charged to administrative expenses within the 
income statement.
Development & Patents 33% per annum
Intellectual property rights 33% per annum
Impairment of non-financial assets
Property, plant and equipment and other non-current assets, 
including goodwill and other intangible assets are reviewed 
on an annual basis to determine whether events or changes in 
circumstances indicate that the carrying amount of the assets may 
not be recoverable. If any such indication exists, the recoverable 
amount of the asset is measured at the higher of the fair value less 
costs to sell or value in use; the resultant impairment (the amount 
by which the carrying amount of the asset exceeds its recoverable 
amount) is recognised as a charge in the consolidated income 
statement.
The value in use is calculated as the present value of estimated 
future cash flows expected to result from the use of assets and their 
eventual disposal proceeds. In order to calculate the present value 
of estimated future cash flows the Group uses a pre tax discount 
rate based on the Group’s estimated weighted average cost of 
capital, together with any risk premium determined appropriate. 
Estimated future pre tax cash flows used in the impairment 
calculation represents management’s best view of the likely future 
market conditions and current decisions on the use of each asset or 
asset group.
For the purpose of assessing impairment, assets are grouped at the 
lowest levels at which there are separately identifiable cash flows.
Leases
Finance leases where the Group is the lessee
Leases of property, plant and equipment where the Group is subject 
to substantially all the risks and rewards of ownership, are classified 
as finance leases.  Finance leases are capitalised at the inception 
of the lease at the lower of the fair value of the leased property 
Accounting Policies Financial
Accounting Policies
Continued 19 Report and accounts 2010 | Proventec plc
Financial  Accounting Policies
or the present value of the minimum lease payments. Each lease 
payment is allocated between the liability and finance charges so 
as to achieve a constant rate on the finance balance outstanding.  
The corresponding rental obligations, net of finance charges, are 
included in other payables.  The interest element of the finance 
cost is charged to the income statement over the lease period so 
as to produce a constant periodic rate of interest on the remaining 
balance of the liability for each period.  The property, plant and 
equipment acquired under finance leases are depreciated over the 
shorter of the useful life of the asset or the lease term.  
Where reference is made in the report and financial statements to 
finance leases, this includes hire purchase agreements.
Operating leases where the Group is the lessee
Leases where a significant portion of the risks and rewards of 
ownership are retained by the lessor are classified as operating 
leases. Payments made under operating leases (net of any 
incentives received from the lessor) are charged to the income 
statement on a straight-line basis over the period of the lease.  
Incentives received are recorded as deferred income and spread 
over the term of the lease on a straight line basis. 
Inventories
Inventories are stated at the lower of cost, or net realisable 
value. Cost of inventory represents material and a proportion 
of procurement overheads. Net realisable value represents the 
estimated selling price less all estimated costs of completion and 
costs to be incurred in marketing, selling and distribution. 
Provisions are made for slow moving and obsolete inventory. The 
amount of the provision is the difference between the carrying 
amount and the directors’ best estimate of the amount recoverable. 
Employee benefits
Defined contribution schemes
A defined contribution plan is a pension plan under which the 
Group pays fixed contributions into a separate entity (a fund) 
and will have no legal or constructive obligations to pay further 
contributions if the fund does not hold sufficient assets to pay all 
employees benefits relating to employee service in the current and 
prior periods.  Contributions are charged to the income statement in 
the period in which they arise. 
Share-based payments
The fair values of employees share option and share performance 
plans are calculated using the Black-Scholes model. In accordance 
with IFRS 2, ‘Share-based Payments’ the resulting cost is charged 
to the income statement over the vesting period of the options.  The 
value of the charge is adjusted to reflect expected and actual levels 
of options vesting and for changes in non market vesting criteria. 
Deferred tax
Deferred tax is provided in full, using the liability method, on 
temporary differences arising between the tax bases of assets and 
liabilities and their carrying amounts in the consolidated financial 
statements.  However, the deferred tax is not accounted for if it 
arises from initial recognition of an asset or liability in a transaction 
other than a business combination that at the time of the transaction 
affects neither accounting nor taxable profit or loss.  Deferred tax 
is determined using tax rates (and laws) that have been enacted or 
substantially enacted by the balance sheet date and are expected 
to apply when the related deferred tax asset is realised or the 
deferred income tax liability is settled.
Deferred tax assets are recognised to the extent that it is probable 
that future taxable profit will be available against which the 
temporary differences can be utilised.
Deferred tax is provided on temporary differences arising on 
investments in subsidiaries and associates, except where the timing 
of the reversal of the temporary difference is controlled by the 
Group and it is probable that the temporary difference will not 
reverse in the foreseeable future. 
Revenue Recognition
Revenue comprises the invoiced value for the sale of goods and 
services net of value-added tax, rebates and discounts, and after 
eliminating sales within the Group. Revenue from the sale of goods 
is recognised when significant risks and rewards of ownership of 
the goods are transferred to the buyer, which is usually on dispatch. 
Revenue in respect of licences granted is recognised on the granting 
of the licence.
Sales of services are recognised in the accounting period in which 
the services are rendered by reference to completion of the specific 
transaction assessed on the basis of the actual service provided as 
a proportion of the total services to be performed. 
Interest 
Interest income is recognised on a time proportion basis, taking 
account of the principal outstanding and the effective rate over 
the period of maturity, when it is determined that such income will 
accrue to the Group.   Proventec plc | Report and accounts 2010 20
Accounting Policies Financial
Segmental information
Operating segments are reported in a manner consistent with 
the internal reporting used by the Board and its operational 
management. Operational management consists of the senior 
members of the Groups’ management team.
Financial assets
The Group classifies its financial assets in the following categories: 
trade and other receivables, and available for sale investments. The 
classification depends on the purpose for which the financial assets 
were acquired.  Management determines the classification of the 
Group’s financial assets at initial recognition and re-evaluates this 
designation at every reporting date.    
(a) Trade and other receivables
  Trade receivables are recognised initially at fair value and 
subsequently measured at amortised cost using the effective 
interest method, less provision for impairment. A provision for 
impairment of trade receivables is established when there is 
objective evidence that the Group will not be able to collect 
all amounts due according to the original terms of receivables. 
Significant financial difficulties of the debtor, probability that 
the debtor will enter bankruptcy or financial reorganisation, 
and default or delinquency in payments are considered 
indicators that the trade receivable is impaired. The amount 
of the provision is the difference between the asset’s carrying 
amount and the present value of the estimated future cash flows, 
discounted at the effective interest rate.
(b) Available for sale financial assets
  Available for sale financial assets are non-derivatives that are 
either designated in this category or not classified in any of the 
other categories.  They are included in non current assets unless 
management intends to dispose of the investment within 12 
months of the balance sheet date. 
Available for sale investments are subsequently carried at fair value 
at the balance sheet date with changes in fair value being reported 
within equity in other comprehensive income.
When investments classified as available for sale are sold or 
impaired, the accumulated fair value adjustments recognised 
in equity are included in the income statement as “gains and 
losses from investment”. Interest on available for sale investments 
calculated using the effective interest method is recognised in the 
income statement. Dividends on available for sale investments 
are recognised in the income statement when the Group’s right to 
receive payments is established.
If the market for a financial asset is not active (and for unlisted 
securities), the Group establishes fair value by using valuation 
techniques.  These include the use of recent arm’s length 
transactions, reference to other instruments that are substantially 
the same, discounted cash flow analysis, and the option pricing 
models, making maximum use of market inputs and relying as little 
as possible on entity specific inputs.  If the fair value of an unquoted 
equity instrument cannot be measured reliably, it is measured at 
cost. 
(c) Cash and cash equivalents 
  Cash and cash equivalents are carried in the balance sheet at 
cost.  For the purpose of the cash flow statement, cash and cash 
equivalents comprise cash on hand and deposits held at call 
with banks. 
Impairment
The Group assesses at each balance sheet date whether there is 
objective evidence that a financial asset or group of financial assets 
is impaired.  In the case of equity securities classified as available 
for sale, a significant or prolonged decline in the fair value of the 
security below its cost is considered an indicator that the securities 
are impaired.  If any such evidence exists for available for sale 
financial assets, the cumulative loss is measured as the difference 
between the acquisition cost and the current fair value, less any 
impairment loss on that financial asset previously recognised. 
Share capital
Ordinary Shares are classified as equity.
Accounting Policies
Continued 21 Report and accounts 2010 | Proventec plc
Financial  Accounting Policies
Incremental costs directly attributable to the issue of new shares or 
options are shown in equity as a deduction, net of tax, from the 
proceeds. 
Borrowings
Borrowings are recognised initially at fair value, net of transaction 
costs incurred. Borrowings are subsequently stated at amortised 
cost; any difference between the proceeds (net of transaction costs) 
and the redemption value is recognised in the income statement 
over the period of the borrowings using the effective interest 
method. 
Borrowings are classified as current liabilities unless the Group has 
an unconditional right to defer settlement of the liability for at least 
12 months after the balance sheet date. 
Trade payables are initially recognised at fair value and 
subsequently measured at amortised cost using the effective interest 
method.
Fair value estimation
Financial instruments recognised on the balance sheet include 
bank balances and cash, investments, accounts receivable, 
accounts payable and borrowings. The carrying values of financial 
instruments are considered to approximate their fair value.  
Critical accounting estimates and judgments
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. 
Critical accounting estimates and assumptions
The Group makes estimates and assumptions concerning the future.  
The resulting accounting estimates will, by definition, seldom equal 
the related actual results. The estimates and assumptions that have 
a significant risk of causing a material adjustment to the carrying 
amounts of assets and liabilities within the next financial period are 
discussed below:
(a) Estimated impairment of goodwill and intangible assets
  The Group tests annually whether goodwill and intangible 
assets have suffered any impairment, in accordance with the 
accounting policy stated.  The recoverable amounts of cash 
generating units have been determined based on value in use 
calculations.  These calculations require the use of estimates, as 
disclosed in note 3 and 4 to the financial statements. 
(b) Premium on redemption of loan notes
  The Group has assumed the loan notes will be converted in full 
and so no provision has been made for the premium due on 
redemption. 
(c) Licence income receivable
  The Group has estimated the amount recoverable on licence 
income due based on the net present value of the cashflows 
using an appropriate discount rate.
(d) Carrying value of investments
  The Group reviews annually whether the carrying value of its 
investments should be impaired; the revised carrying value is 
based on the availability of a ready market for the investment, 
and evidence of recent trading values.
(e) Carrying value of trade receivables
  The Group reviews annually the value of its trade receivables 
for recoverability. Impairment is made where the Group has 
significant reason based on available information to doubt the 
recoverability of all or part of a debt. Proventec plc | Report and accounts 2010 22
for the period ended 30th September 2010
Notes to the Consolidated  
Financial Statements
Notes to the Consolidated Financial Statements Financial
1. PROPERTY, PLANT AND EqUIPMENT
Rental 
Assets 
£’000
Plant, 
Machinery 
& Equipment 
£’000
2010 
Total 
£’000
Rental 
Assets 
£’000
Plant, 
Machinery 
& Equipment 
£’000
31 March 
2009 
Total 
£’000
Cost
At 1 April 15 1,186 1,201 18 805 823
Additions - 176 176 4 290 294
Acquisitions/(Disposal) via business purchase/sales - (189) (189) - 157 157
Disposals - (60) (60) (7) (66) (73)
Exchange rate variance - 9 9
At 30 September 15 1,122 1,137 15 1,186 1,201
Depreciation
At 1 April 6 289 295 8 126 134
Charge for the period 4 352 356 3 230 233
Disposals - (37) (37) (5) (67) (72)
Exchange rate variance - 26 26 - - -
At 30 September 10 630 640 6 289 295
Net book value
At 30 September 5 492 497 9 897 906
Net book value at 1 April 2008 10 679 689
The net book value of plant and machinery includes £45,856 (2009: £138,003, 2008: £104,489) in respect of assets held under 
finance leases.
2.  SUBSIDIARIES
  A list of the significant investments in subsidiaries, including the name, country of incorporation, proportion of ownership interest is given 
in note 4 to the Company’s separate financial statements.  23 Report and accounts 2010 | Proventec plc
Financial  Notes to the Consolidated Financial Statements
3. GOODWILL
2010
£’000
31 March
 2009
£’000
Cost
At 1 April 43,125 37,144
Additions - 1,121
Disposals (6,028) -
Exchange rate variance (1,406) 4,860
At 30 September 35,691 43,125
Accumulated Impairment
At 1 April (16,000) - 
Impairment loss (13,706) (16,000) 
At 30 September (29,706) (16,000) 
Net carrying value at 30 September 5,985 27,125 
Goodwill is carried at cost less any impairment. Impairment testing has been carried out by comparing goodwill plus associated operating 
assets with the value in use, calculated as the net present value of discounted future cash flows.
Key assumptions used in goodwill impairment reviews are based on previous experience and are:
• Pre tax cash flow forecasts for a 3 year period have been used for the cash generating unit which comprises the acquired businesses.
•  Growth in net revenue assumptions are based on the Company’s forecast for 2011, 2012 and 2013 and 5% thereafter. The directors 
feel that 5% growth represents a conservative estimate of prior years performance.
• The cash flows have been discounted using a pre tax discount rate of 7.5% derived from the estimated weighted average cost of capital.
Impairment of goodwill
The impairment charge of £13,706,000 relates to the Group’s operations in the Netherlands, which is included in the Steam and high 
pressure cleaning segment. The impairment arose following a reduction in activity in this geographic area.
For the period ended 30th September 2010
Notes to the Consolidated 
Financial Statements Proventec plc | Report and accounts 2010 24
for the period ended 30th September 2010
Notes to the Consolidated  
Financial Statements
4. OTHER INTANGIBLE ASSETS
Development
& Patents
2010 
£’000
Development
& Patents
31 March
2009 
£’000
Intellectual 
Property 
Rights 
2010  
£’000
Intellectual 
Property 
Rights
31 March 
2009  
£’000
Total
2010
£’000
Total
31 March
2009 
£’000
Cost
At 1 April 416 272 4,716 3,592 5,132 3,864
Additions 35 96 9 3 44 99
Acquisitions/(disposals) via business purchase or sale (63) 3 (990) 514 (1,053) 517
Disposals (11) - (6) - (17) -
Exchange rate variance (22) 45 (324) 607 (346) 652
At 30 September 355 416 3,405 4,716 3,760 5,132
Amortisation
At 1 April 116 9 67 - 183 9
Charge for period/impairment 135 107 2,945 67 3,080 174
Disposals via sale of business (40) - - - (40) -
Exchange rate variance (12) - 8 - (4) -
At 30 September 199 116 3,020 67 3,219 183
Net book value at 30 September 156 300 385 4,649 541 4,949
Net book value at 1 April 2008 263 3,592 3,855
Key assumptions used in intangible asset impairment reviews are based on the same as used for goodwill (see note 3).
5. AVAILABLE FOR SALE INVESTMENTS
2010
£’000
31 March
 2009
£’000
Cost
At 1 April 3,272 2,816 
Additions - 356
Transferred from non current assets held for sale - 100
Disposals (703) -
At 30 September 2,569 3,272
Impairment
At 1 April (3,260) -
Charge for period (12) (3,260)
Disposals 703 -
At 30 September (2,569) (3,260)
Net carrying value at 30 September - 12
Notes to the Consolidated Financial Statements Financial 25 Report and accounts 2010 | Proventec plc
Financial  Notes to the Consolidated Financial Statements
For the period ended 30th September 2010
Notes to the Consolidated 
Financial Statements
Details of the investments held are as follows:
No. of
Shares
Type of
Shares
% Share
Capital 
Held
Historic Cost/ 
Valuation
£0’000 Nature of Business
Firestop Chemicals Limited 56,946,200
-
Ordinary 
Loan Notes 
15.6%
-
1,122
1,335
Fire retardant chemicals  
and processes
Oxis Energy Limited 12,061,124 Ordinary 3.9% 100 Early stage developer of 
lithium sulphide batteries
The Company sold its investment in Biocote Limited in August 2009. The investment had previously been fully impaired.
The investments listed above, will require further equity funding to achieve their business objectives.  The Company has agreed to focus all 
its resources on achieving Proventec’s business development and has decided that it will not make any further investment in these companies.  
There is no ready market in these shares and the directors have assessed the value at £Nil, accordingly, the value of these investments has 
been written down. 
The investments in Oxis Energy Limited and Firestop Chemicals Limited are classed as available for sale because the Group does not have 
significant influence over these entities. The Group does not participate in attendance at board meetings or in the policy making process. 
There are no transactions between the Group and the companies and there is no interchange of managerial personnel. The Group does not 
provide any essential technical information to these companies.
The investment in Oxis Energy Limited was sold on 16 November 2010, and the Group has been advised that Firestop Chemicals Limited 
which was in administration will now be liquidated. The Group does not expect any repayment in respect of the loan notes or, following 
liquidation, any distribution in respect of the ordinary shares.
6. INVESTMENTS ACCOUNTED FOR USING THE EqUITY METHOD
The investment is in a joint venture. The details of the joint venture are as follows :-
No. of
Shares
Type of
Shares
% Share
Capital 
Held
Historic Cost/ 
Valuation
£0’000 Nature of Business
Osprey France SARL 750 Ordinary 50% 63 Sale of steam cleaning 
equipment
7. INVENTORIES
Finished goods inventories of £3,077,000 (2009:£2,848,000) comprise entirely goods for resale.   Proventec plc | Report and accounts 2010 26
for the period ended 30th September 2010
Notes to the Consolidated  
Financial Statements
8. TRADE AND OTHER RECEIVABLES
2010
£’000
31 March
 2009
£’000
Trade receivables 2,514 3,543
Other receivables - 34
Prepayments and accrued income 1,124 572
3,638 4,149
Not 
Impaired
Not 
Impaired 
and not 
due Not Impaired but past due
Total 
carrying 
amount
30 days
or less
31 to 60
days
61 to 90
days
91 to 120
days
Older than
120 days
2010 Trade receivables 2,514 1,777 272 101 58 306 2,514
31 March 2009 Trade receivables 3,543 1,769 813 110 51 800 3,543
Certain receivables including payments due under licenses have been impaired following a review of their recoverability.
Movements on the provision for impairment of trade receivables are as follows:-
2010
£’000
31 March
 2009
£’000
At April 2009 3,022 32
Provision for receivables impairment 390 3,020
Receivables written off during the year as uncollectible (6) (18)
Unused amounts reversed (112) (12)
3,294 3,022
The creation and release of provision for impaired receivables have been included in ‘Impairment of receivables’ in the income statement.
9. CASH AND CASH EqUIVALENTS
2010
£’000
31 March
 2009
£’000
Cash at bank and in hand 678 1,095
 
Notes to the Consolidated Financial Statements Financial 27 Report and accounts 2010 | Proventec plc
Financial  Notes to the Consolidated Financial Statements
Notes to the Consolidated 
Financial Statements
10. CALLED UP SHARE CAPITAL
2010
Numbers
£’000
31 March
 2009
Numbers
£’000
Ordinary Shares of 10 pence each 
Authorised 50,000 50,000
Issued 
At beginning of period 12,419 243,405
Issued in period 3,008 249
Consolidation adjustment - (231,235)
At end of period (Ordinary Shares of 10 pence each) 15,427 12,419
On 9 February 2009 the nominal value of each share was reduced from £1 to 10 pence. Following this, the Groups Ordinary Share capital 
comprises 12,419,719 Ordinary shares of nominal value 10 pence each. At the same time the share premium account was cancelled and 
transferred to retained earnings.
On 4 August 2009 the Company issued 3,000,000 shares. The total amount raised amounted to £1,500,000. The shares had a nominal 
value of 10 pence.
On 12 October 2009 the Company issued 8,000 shares following the conversion of loan notes with a nominal value of £4,000.
On 23 November 2010 a General Meeting was held and resolutions were passed allowing the Company to issue 24,361,167 ordinary 
shares of nominal value 10 pence.
On 7 December 2010, under a Scheme of Arrangement approved by the High Court, the Company issued 24,361,167 shares of nominal 
value 10 pence per share in consideration of outstanding loans and loan notes totalling £13,885,865.
For the period ended 30th September 2010 Proventec plc | Report and accounts 2010 28
for the period ended 30th September 2010
Notes to the Consolidated  
Financial Statements
11. FINANCIAL LIABILITIES - BORROWINGS
2010
£’000
31 March
 2009
£’000
Current
Loan due within one year 5,006 2,740
Finance lease commitments due within one year 9 59
Loan notes due within one year 14,341 -
19,356 2,799
Non-current
Loans due between two and five years 292 198
Loan notes due between two and five years - 14,025
292 14,223
Finance lease commitments
Between one and two years - 37
292 14,260
Total 19,648 17,059
The loan due within one year attracts interest at 0.5% above the lender’s borrowings rate which at 30 September 2010 was 2.7%. Under 
the Scheme of Arrangement effected on 7 December 2010 the outstanding capital element of the loan totalling £6,005,655 (including 
a further amount of £1m lent after 30 September 2010) was converted to ordinary shares at a price of 57 pence per share. Interest of 
£754,000 outstanding as at 30 September 2010 was waived.
The loan notes comprise £14,880,210 8.5% fixed rate convertible guaranteed unsecured loan notes. The interest on the loan notes 
recognised in the income statement for the period is £ 1,997,000. The effective interest rate on the loan notes is 9.07%. The loan notes 
were repayable in one final payment on 31 December 2012. The loan notes were convertible into Ordinary Shares at the option of the 
holder at 50 pence per share.
  
Under the Scheme of Arrangement effected on 7 December 2010, £7,880,210 of the loan notes were converted to ordinary shares at a 
price of 57 pence per share. Outstanding interest on all loan notes totalling £1,445,000 as at 30 September 2010 was waived.
 
As from 6 December 2010 the remaining £7,000,000 of loan notes will attract interest at 4% per annum, plus 3% to be paid by issue of 
further loan notes. They are non convertible and due for repayment in September 2015.
12. TRADE AND OTHER PAYABLES 
2010
£’000
31 March
2009
£’000
Invoice discounting 1,402 1,503
Trade payables 2,111 2,272
Other taxes and social security 437 457
Other payables 50 118
Accruals 3,422 2,448
7,422 6,798
The invoice discounting amounts are secured against trade receivables.
Notes to the Consolidated Financial Statements Financial 29 Report and accounts 2010 | Proventec plc
Financial  Notes to the Consolidated Financial Statements
Notes to the Consolidated 
Financial Statements
13. DEFERRED TAX
Accelerated capital 
allowances
£’000
Other
£’000
 Total
£’000
Liabilities 
At 1 April 2008 - 517 517
Profit and Loss account 32 (598) (566)
Exchange rate variance - 15 15
At 31 March 2009 32 (66) (34)
At 1 April 2009 32 (66) (34)
Profit and Loss account (16) 117 101
Exchange rate variance - 3 3
At 30 September 2010 16 54 70
2010
£’000
31 March
 2009
£’000
Net total 
At 1 April (34) 517
Profit and loss account 101 (566)
Exchange rate variance 3 15
At 30 September 70 (34)
Deferred tax is calculated in full on temporary differences under the liability method using a tax rate of 27% (2009: 28%).
No deferred tax is recognised on the unremitted earnings of overseas subsidiaries and joint ventures as the tax rates in the overseas 
subsidiaries’ countries are higher than the rate in the UK.
The movements in deferred tax assets and liabilities, prior to the offsetting of balances within the same jurisdiction, during the period are 
shown above.
For the period ended 30th September 2010 Proventec plc | Report and accounts 2010 30
for the period ended 30th September 2010
Notes to the Consolidated  
Financial Statements
14. SEGMENTAL INFORMATION
 For management purposes the Group is organized into two operating segments. The revenues, results and net assets for these segments are 
shown below.
Period ended 30 September 2010
Janitorial  
Products 
£’000
Steam & High 
pressure cleaning 
equipment 
£’000
Head Office  
and Other
£’000
 Group
£’000
Revenue 13,258 6,481 2 19,741
Ebitda from operations (236) (1,717) (938) (2,891)
Amortisation/depreciation (577)
Joint Venture (54)
Discontinued operations (6,413)
Impairments (17,052)
Net Finance costs (2,370)
Tax credit (96)
Loss for the year (29,453)
Total assets 4,120 3,675 6,638 14,433
Total liabilities (3,353) (1,580) (22,207) (27,140)
Year ended 31 March 2009 restated
Janitorial  
Products 
£’000
Steam & High 
pressure cleaning 
equipment 
£’000
Head Office  
and Other
£’000
 Group
£’000
Revenue 8,796 5,467 31 14,294
Ebitda from operations 288 (5,428) (21,557) (26,697)
Amortisation/depreciation (385)
Joint Venture 28
Discontinued operations (95)
Net Finance costs (1,499)
Tax credit 748
Loss for the year (27,900)
Total assets 3,877 9,975 27,240 41,092
Total liabilities (3,199) (2,606) (18,052) (23,857)
Revenue reported above represents revenue generated from external customers.
Ebitda represents the earnings of each segment including a partial allocation of central administration costs. This is the measure reported to the 
chief operating decision maker.
Notes to the Consolidated Financial Statements Financial 31 Report and accounts 2010 | Proventec plc
Financial  Notes to the Consolidated Financial Statements
Notes to the Consolidated 
Financial Statements
Revenue from external customers
2010
£’000
31 March
 2009
£’000
UK 16,875 12,165
Germany 2,477 400
Other 389 1,729
Total 19,741 14,294
Revenue from external customers is by origin of sale.
Non-current assets Non-current assets
Property, 
plant and 
equipment
Goodwill 
and 
intangible 
assets
Total
2010
£’000
Property, 
plant and 
equipment
Goodwill 
and 
intangible 
assets
Total
31 March
2009
£’000
UK 412 6,292 6,704 603 27,461 28,064
Other 85 251 336 303 4,633 4,936
Total 497 6,543 7,040 906 32,094 33,000
 Non-current assets are by location of asset.
15. FINANCE COSTS 
2010
£’000
Restated 
Year ended 
31 March 
2009
£’000
Finance expense
Bank overdrafts and short term borrowings 106 -
Loans 2,255 1,612
Finance leases 11 12
2,372 1,624
Finance income
Bank and other short term deposits 2 121
2,370 1,503
For the period ended 30th September 2010 Proventec plc | Report and accounts 2010 32
for the period ended 30th September 2010
Notes to the Consolidated  
Financial Statements
16. LOSS BEFORE TAXATION 
2010
£’000
Restated
Year ended
31 March
 2009
£’000
The following items have been included in arriving at loss before taxation
Depreciation of property, plant and equipment
- owned assets 319 207   
- under finance leases 37 26 
Amortisation and impairment of intangibles 3,080 174 
Operating leases on property, plant and equipment 799 410 
Profit on sale of investments 50        -
Foreign exchange differences (37) (29)
Amounts payable to PKF (UK) LLP and their associates by the company and its subsidiaries amounted to:-
Audit of subsidiaries (including overseas) 113 60 
Audit of parent company 51 40 
17. TAXATION 
2010
£’000
Year ended
31 March
£’000
Current tax (5) (182)
Deferred tax 101 (566)
Taxation 96 (748)
Factors affecting the tax charge for the period
2010
£’000
 Year ended
31 March
2009
£’000
(Loss) before tax (29,357) (28,648)
Loss on ordinary activities multiplied by standard rate of corporation tax  
in the UK of 28% (2009: 28%)
(8,220) (8,021)
Effects of:
Income not chargeable and expenses not deductible for tax purposes 6,659 5,787
Deferred tax asset not previously recognised 212 (25)
Different tax rates on overseas earnings 1 71
Adjustments in respect of previous periods (5) (182)
Current tax losses used against previous periods profits - 150
Current tax losses not utilised 1,449 1,472
Total taxation 96 (748)
Taxation for other jurisdictions in which the Group operates is calculated at the prevailing rates in the relevant jurisdiction.
Notes to the Consolidated Financial Statements Financial 33 Report and accounts 2010 | Proventec plc
Financial  Notes to the Consolidated Financial Statements
Notes to the Consolidated 
Financial Statements
18. EARNINGS PER SHARE
Basic
Basic earnings per share is calculated by dividing the profit attributable to equity shareholders by the weighted average number of Ordinary 
Shares in issue during the period.
2010
£’000
Restated
Year ended
31 March
 2009
£’000
Profit attributable to equity holders of the parent (29,360) (27,853)
Basic earnings from all operations (29,360) (27,853)
Loss for the period on discontinued operations 6,413 95
Basic earnings from continued operations (22,947) (27,758)
Weighted average number of Ordinary Shares in issue (thousands) 14,741 12,247
Basic and diluted (loss)/earnings per share (pence) from all operations (199.2) (227.4)
Basic and diluted (loss)/earnings per share (pence) from continued operations (155.7) (226.7)
Basic and diluted (loss)/earnings per share (pence) from discontinued operations (43.5) (0.7)
Diluted
Diluted earnings per share is calculated by adjusting the weighted average number of Ordinary Shares outstanding to assume conversion of 
all dilutive potential Ordinary Shares.
The Group has two dilutive potential Ordinary Shares namely its share options and convertible loan notes. Both of these are anti-dilutive for 
the period presented and therefore diluted earnings for both total and continued operations are the same as basic earnings.
The weighted number of shares used in the calculation of basic and diluted earnings per share is the same for both continued and total 
earnings per share calculations.
On 7 December 2010 the Company issued a further 24,361,167 Ordinary Shares under the terms of a Scheme of Arrangement (see note 
29). All share options have been cancelled, and the revised terms of the loan notes do not provide for conversion.
19. DISCONTINUED OPERATIONS
During the period the Group disposed of two operations, CryoJet Industrial Service B.V., its cryogenic cleaning business, and its fire retardant 
coatings businesses “Magma”. As noted in the Chairman’s and Chief Executives report, significant management problems occurred at CryoJet 
Industrial Service B.V., to the extent that the Group was not able to satisfy itself of the accuracy of the accounting information presented to it. 
Whilst the Group is satisfied that the total loss recognised in respect of the Cryojet operation is accurate. The disclosure below allocating this 
loss between operation in the period and the loss on disposal have been derived from the local management accounts, which the group has 
been unable to satisfy itself of their accuracy. It has not been possible to accurately identify the cash flows associated with this operation.
In accordance with IFRS 5, the prior year figures in the consolidated income statement, the consolidated of comprehensive income and the 
consolidated cash flow statement have been restated due to the discontinuation of above operations.
The total loss on the disposal of CryoJet Industrial Service B.V. recognised in the financial statements is £778,000
For the period ended 30th September 2010 Proventec plc | Report and accounts 2010 34
for the period ended 30th September 2010
Notes to the Consolidated  
Financial Statements
19. DISCONTINUED OPERATIONS (continued)
Magma UP Coatings B.V., Innoshield Systems B.V., Magma Applications B.V., and Magma Industries B.V. which together made up the 
Magma operation were sold on 30 September 2010 to AD International B.V.
Analysis of the results of the discontinued operations is as follows:-
Magma operations
2010
£’000
Year ended
31 March
 2009
£’000
Revenue 1,210 696
Expenses (1,052) (786)
Profit/(loss) before tax of discontinued operations 158 (90)
Tax - -
Profit/(loss)after tax of discontinued operations 158 (90)
Loss recognised on disposal of Magma operations (5,793) -
Total loss recognised re Magma operations (5,635) (90)
The cash flows of Magma operations are presented below
Net cash provided by operating activities 28 22
Net cash used in investing activities (9) (19)
19 3
CryoJet operations
2010
£’000
Year ended
31 March
 2009
£’000
Revenue 1,671 400
Expenses (1,361) (405)
Profit/(loss) before tax of discontinued operations 310 (5)
Tax - -
Profit/(loss)after tax of discontinued operations 310 (5)
Loss recognised on disposal of CryoJet operations (1,088) -
Total loss recognised re CryoJet operations (778) (5)
Total loss for the period from all discontinued operations (6,413) (95)
Notes to the Consolidated Financial Statements Financial 35 Report and accounts 2010 | Proventec plc
Financial  Notes to the Consolidated Financial Statements
Notes to the Consolidated 
Financial Statements
20.  FINANCIAL LIABILITIES
Minimum lease payments
The minimum lease payments under finance leases fall due as follows:-
2010
£’000
Year ended
31 March
 2009
£’000
Not later than one year 10 57
Later than one year but not more than five years - 30
10 87
Future finance charges on finance leases - 8
Carrying amount of finance lease liabilities 10 95
21. SHARE BASED PAYMENTS
Movements on share options and warrants during the period were as follows:-
Exercise 
Price per 
share
31 March 2009 Granted Exercised Cancelled
30 September 
2010
Date from which 
exercisable Expiry date
Executive
660p 33,250 - - (33,250) - 19.06.2002 19.06.2012
120p 72,500 - - (72,500) - 27.05.2004 27.05.2014
280p 77,500 - - (77,500) - 25.08.2005 25.08.2015
137.5p 928,000 - - (928,000) - 13.05.2009 12.05.2018
Total 1,111,250 - - (1,111,250) -
Warrants
280p 1,406,250 - - - 1,406,250 25.08.2005 25.08.2014
560p 1,406,250 - - - 1,406,250 25.08.2005 25.08.2014
840p 1,406,250 - - - 1,406,250 25.08.2005 25.08.2014
1120p 1,406,250 - - - 1,406,250 25.08.2005 25.08.2014
Total 5,625,000 - - 5,625,000
6,736,250 - - (1,111,250) 5,625,000
In accordance with IFRS2, the fair value of equity-settled share-based payments to employees was determined at the date of grant and was 
expensed on a straight line basis over the vesting period based on the Group’s estimate of shares that would eventually vest. All outstanding 
share options were cancelled on 7 September 2010, and accordingly the balance of the share options reserve was transferred to retained 
earnings.
For the period ended 30th September 2010 Proventec plc | Report and accounts 2010 36
for the period ended 30th September 2010
Notes to the Consolidated  
Financial Statements
21. SHARE BASED PAYMENTS (continued)
A reconciliation of option movements over the period to 30 September 2010 is shown below.
2010 
Number
2010 
Weighted 
average 
exercise price 
Pence 
2009 
Number
2009 
Weighted  
average  
exercise price 
Pence
Share option and savings related schemes
Outstanding at 1 April 1,111,250 162p 320,250 240p
Granted - - 928,000 137.5p
Exercised - - - -
Lapsed - - (137,000) 161p
Cancelled (1,111,250) 162p
Outstanding at 30 September - 162p 1,111,250 162p
Exercisable at 30 September - 162p 1,111,250 162p
A reconciliation of warrant movements over the period to 30 September 2010 is shown below.
2010 
Number
2010 
Weighted 
average 
exercise price 
Pence 
2009 
Number
2009 
Weighted  
average  
exercise price 
Pence
Warrants
Outstanding at 1 April 5,625,000 700p 5,625,000 700p
Granted - - - -
Exercised - - - -
Lapsed - - - -
Outstanding at 30 September 5,625,000 700p 5,625,000 700p
Exercisable at 30 September 5,625,000 700p 5,625,000 700p
Notes to the Consolidated Financial Statements Financial 37 Report and accounts 2010 | Proventec plc
Financial  Notes to the Consolidated Financial Statements
Notes to the Consolidated 
Financial Statements
22. CASH FLOW FROM OPERATING ACTIVITIES 
2010
£’000
Restated
31 March
 2009
£’000
(Loss) before taxation and discontinued operations (22,944) (28,648)
Depreciation of property, plant and equipment 356 233
Amortisation of intangible assets 3,080 174
Finance costs 2,370 1,542
Share of loss/(profit) in joint venture 54 (27)
Profit on disposal of investments (50) -
Loss on disposal of property, plant and equipment 40 1
Impairment of goodwill and investments 13,706 19,270
Transfer to share option reserve - 27
Changes in working capital (excluding effect of acquisitions and disposals) (3,388) (7,428)
Increase in inventory (322) (262)
Decrease in trade and other receivables 1,018 7,724
(Decrease)/increase in trade and other payables (25) 314
Cash (outflow)/generated from operations (2,717) 348
23. PROPERTY, PLANT AND EqUIPMENT
During the period, the Group acquired property, plant and equipment of £176,000 (2009: £293,000) by means of cash payments.
24. EMPLOYEES AND KEY MANAGEMENT
Staff costs for the Group during the period
2010
Total
£’000
 Year ended
31 March
2009
Total
£’000
Wages and salaries 4,921 3,757
Social security costs 568 333
Pension costs 30 63
5,519 4,153
Number of employees
2010
Number
 2009
Number
Average number of employees 103 121
For the period ended 30th September 2010 Proventec plc | Report and accounts 2010 38
for the period ended 30th September 2010
Notes to the Consolidated  
Financial Statements
24. EMPLOYEES AND KEY MANAGEMENT (continued)
Directors
2010
£’000
 2009
£’000
Aggregate emoluments 664 443
Payments to directors consist of basic salaries, fees and pension.
The amounts in respect of the highest paid director are as follows:-
2010
£’000
Year ended 
31 March
 2009
£’000
Emoluments 222 156
25. OPERATING LEASE COMMITMENTS – MINIMUM LEASE PAYMENTS
Property
Vehicles, 
plant & 
equipment
2010 
£’000 
Year ended 
31 March
2009
£’000 
2010 
£’000
Year ended 
31 March 
2009
£’000 
Commitments under non cancellable operating leases expiring
Within one year 74 288 58 140
Between two and five years 257 396 95 203
331 684 153 343
26. RELATED PARTIES
The Group has investments in certain companies. No transactions have taken place with these companies during the period.
27. CONTINGENT LIABILITIES
On 31 March 2006 the Group acquired OspreyDeepclean International Limited (formerly InnoCleaning Concepts UK Limited). The 
consideration amounted to £1 plus deferred consideration of 714,279 shares, which may be payable in the future.  The deferred 
consideration of a maximum of 714,279 shares has not been provided for as its payment is dependent on a number of factors which, at the 
date of these financial statements, cannot be determined due to uncertainty and a reliable estimate of the likely outcome cannot therefore be 
determined.
Notes to the Consolidated Financial Statements Financial 39 Report and accounts 2010 | Proventec plc
Financial  Notes to the Consolidated Financial Statements
Notes to the Consolidated 
Financial Statements
For the period ended 30th September 2010
28. FINANCIAL INSTRUMENTS 
The Group’s financial instruments comprise borrowings, cash and cash equivalents and various items such as trade receivables and trade 
payables arising directly from the Group’s operations. The main purpose of these financial instruments is to finance the Groups operations.
The principal financial risks faced by the Group are:- 
Currency risk
The Group incurs currency risk as a result of transactions that are denominated in a currency other than British Pounds.  The Group does not 
enter into any forward exchange contracts in order to hedge its exposure to such risk.
Credit risk
The Group is exposed to credit risk in its accounts receivable and bank balances. The Group has a credit risk policy in place and the 
exposure to credit risk is monitored on an ongoing basis. The Group is exposed to credit risk in relation to licence income and sale proceeds 
from investments included in other debtors. The directors constantly monitor this risk and have procedures to only enter into transactions of this 
nature with reputable companies. Bank balances are all maintained at reputable financial institutions.  
Liquidity risk
Liquidity risk is the risk that the group will not be able to meet its financial obligations as they fall due. The Group’s approach to managing 
liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due.
Sensitivity analysis
The table below illustrates the estimated impact on the income statement and equity as a result of market movements in currency exchange 
of a 10% weakening or strengthening in sterling. The movement of 10% has been used as the directors consider this to be a reasonable 
assumption to use for illustrative purposes. This analysis is for illustrative purposes only.
10% weakening  
in sterling  
£’000
10% strengthening  
in sterling  
£’000
At 31 March 2009
Impact on income statement : gain/(loss) (227) 186
Impact on equity : gain/ (loss) 4,033 (3,301)
At 30 September 2010
Impact on income statement : gain/(loss) (975) 731
Impact on equity : gain/(loss) 180 148 Proventec plc | Report and accounts 2010 40
for the period ended 30th September 2010
Notes to the Consolidated  
Financial Statements
28. FINANCIAL INSTRUMENTS (continued)
The contractual maturity of the Group’s financial liabilities is as follows:
Loans and 
loan notes 
£’000
Finance 
leases 
£’000
Trade 
payables 
£’000
Invoice 
discounting 
£’000
Total 
£’000
Timing of cash flows
Within one year 2,740 59 2,272 1,503 6,574
Between one and two years - 37 - - 37
Between two and five years 14,223 - - - 14,223
At 31 March 2009 16,963 96 2,272 1,503 20,834
Timing of cash flows
Within one year 5,005 10 2,111 1,402 8,528
Between two and five years 14,633 - - - 14,633
At 30 September 2010 19,638 10 2,111 1,402 23,161
Classes and fair values of financial instruments are as follows:-
Carrying 
value
2010
£’000
Fair 
value
2010
£’000
Carrying 
value
31 March
2009
£’000
Fair 
value
31 March
2009
£’000
Financial assets
Available for sale investments - - 12 12
Loans and receivables
Trade and other receivables 2,514 2,514 3,577 3,577
Cash and cash equivalents 678 678 1,095 1,095
3,192 3,192 4,672 4,672
Financial liabilities measured at amortised cost
Non current borrowings 292 292 14,260 14,260
Current borrowings 19,356 19,356 2,799 2,799
Trade and other payables 6,985 6,985 6,341 6,341
26,633 26,633 23,400 23,400
Capital management
The Group’s objective when managing capital is to safeguard the Group’s ability to continue as a going concern. In order to maintain or 
adjust the capital structure the Group may issue new shares or sell assets to reduce debt. Since the year end the Group has restructured its 
debt, details of this are disclosed in Note 29.
Financial risk factors
Accounts receivable and accounts payable, arising from normal trade transactions, are expected to be settled within normal credit terms.
Notes to the Consolidated Financial Statements Financial 41 Report and accounts 2010 | Proventec plc
Financial  Notes to the Consolidated Financial Statements
Notes to the Consolidated 
Financial Statements
For the period ending 30th September 2010
29. POST BALANCE SHEET EVENTS 
Following discussions with its principal creditors, being the holders of the £14,880,210 loan notes, and its major shareholder, InnoConcepts 
N.V., Proventec Plc applied to the High Court to sanction a Scheme of Arrangement to restructure the Groups’ outstanding debt.
Under the provisions of the agreement reached, the shares held by InnoConcepts, together with outstanding loans and unpaid interest 
amounting to £5,759,923 were transferred to the Loan note holders.
The Scheme of Arrangement became effective on 7 December 2010.
At this date the total amount due to the loan note holders was:
£’000
Outstanding loan notes 14,880
Unpaid loan note interest 1,188
16,068
Oustanding loans 6,006
Unpaid loan interest 785
6,791
Total amount 22,859
Under the terms of the Scheme, all unpaid loan note and loan interest (£1,973,000) was waived.
Loans notes with a value of £7,880,000, together with outstanding loans of £6,006,000 were converted to ordinary shares at a price of 
57 pence per share.
On 23 November 2010 a General Meeting was held and resolutions were passed allowing the Company to issue 24,361,167 ordinary 
shares of nominal value 10 pence.
On 7 December 2010 the Company issued 24,361,167 shares of nominal value 10 pence per share in consideration of outstanding loans 
and loan notes totalling £13,886,000. These shares were admitted to the AIM market on 8 December 2010.
As from 6 December 2010 the remaining £7,000,000 of loan notes will attract interest at 4% per annum, plus 3% to be paid by issue of 
further loan notes. They are non convertible and due for repayment in September 2015. Proventec plc | Report and accounts 2010 42
as at 30th September 2010
Unaudited Pro Forma
Consolidated Balance Sheet
For information purposes, we set out below the unaudited Pro-forma Balance Sheet as if the Scheme had taken legal effect at 30 September 
2010. This does not form part of the audited financial statements.
Unaudited
Pro Forma
2010
£’000
Actual
 2010
£’000
Assets  
Non-current assets
Property, plant and equipment 497 497
Goodwill 5,985 5,985
Other intangible assets 541 541
Available for sale financial assets - -
Investments accounted for using the equity method 17 17
Total non-current assets 7,040 7,040
Current assets
Inventories 3,077 3,077
Trade and other receivables 3,638 3,638
Cash and cash equivalents 1,678 678
Total current assets 8,393 7,393
Total assets 15,433 14,433
EqUITY AND LIABILITIES
Equity attributable to equity holders of the parent
Share capital 3,979 1,543
Other reserves 23,062 11,612
(Accumulated losses) (24,522) (25,831)
2,519 (12,676)
Minority interest (31) (31)
Total equity 2,488 (12,707)
Non-current liabilities
Long term borrowings 7,292 292
Deferred tax 70 70
Total non-current liabilities 7,362 362
Current liabilities
Trade and other payables 5,573 7,422
Current portion of long term borrowings 10 19,356
Total current liabilities 5,583 26,778
Total liabilities 12,945 27,140
Total equity and liabilities 15,433 14,433
Illustrative Figures Financial 43 Report and accounts 2010 | Proventec plc
Financial  Company Balance Sheet
Company 
Balance Sheet
at 30th September 2010
Company registration number 4134409
Notes
30 September
2010
£’000
31 March
2009
£’000
Fixed assets
Tangible fixed assets 2 3 7
Fixed asset Investments 3 - -
Investment in subsidiaries 4 2,821 15,221
Total non-current assets 2,824 15,228
Current assets
Debtors 5 10,751 11,940
Cash at bank and in hand 568 5
Total current assets 11,319 11,945
Creditors: amounts falling due within one year 6 (23,607)               (6,075)
Net current assets (12,288) 5,870
Creditors: amounts falling due after one year 7 -          (14,025)
Net (liabilities)/assets (9,464) 7,073
Capital and reserves
Called up share capital 8 1,543 1,242
Share premium reserve 9 1,099 -
Profit and loss account 9 (12,106) 5,831
Shareholders’ funds 10 (9,464) 7,073
The financial statements were approved and authorised for issue by the board on 19 January 2011 and signed on behalf of the board of 
directors.
D Chestnutt
Director Proventec plc | Report and accounts 2010 44
for the period ended 30th September 2010
Notes to the
Financial Statements
1. ACCOUNTING POLICIES
 (i) Basis of preparation 
   The Company’s financial statements have been prepared under the historical cost convention and in accordance with applicable 
United Kingdom Accounting Standards. 
 
Going concern
   As at 30 September 2010 the company balance sheet has net liabilities of £9,464,000. As detailed in note 13 to the company 
financial statements a Scheme of Arrangement became effective on 7 December 2010. Under the terms of the Scheme of 
Arrangement loan notes with a value of £7,880,000 together with outstanding loans of £6,006,000 were converted into ordinary 
share capital. All unpaid loan note and loan interest, which totalled £1,973,000 at 30 September 2010, was waived. The terms 
of the remaining loan notes were amended to reduce the interest rate from 8.5% per annum to 4% cash per annum plus 3% to be 
paid by issue of further loan notes. The remaining loan notes are due for repayment in September 2015.
  The Company’s forecasts and projections show that the Company should be able to operate within the levels of its current facilities.
   The directors have a reasonable expectation that the company has adequate resources to continue in operational existence for 
the foreseeable future. The directors, therefore, continue to adopt the going concern basis of accounting in preparing the annual 
financial statements.
 (ii) Deferred taxation
   In accordance with FRS19 deferred tax is recognised in respect of all timing differences that have originated but not reversed at the 
balance sheet date, where transactions or events that result in an obligation to pay more, or a right to pay less tax in the future have 
occurred at the balance sheet date. Deferred tax assets are recognised only to the extent that the directors consider that it is more likely 
than not that there will be suitable taxable profit from which the future reversal of the underlying timing differences can be deducted.
   Deferred tax is measured on a non-discounted basis at the tax rates that are expected to apply in the periods in which timing 
differences reverse, based on tax rates and laws enacted or substantially enacted at the balance sheet date.
 (iii) Property, plant and equipment
   All property, plant and equipment are stated at historical cost less depreciation. Cost includes the original purchase price of the asset 
and the costs attributable to bringing the assets to its working condition for its intended use. Finance costs are not included.
   Depreciation is calculated on the straight-line method to write off the cost of assets to their residual values over their estimated useful 
lives as follows.
 
Fixtures, fittings and equipment 25% per annum
Plant and machinery 25% per annum
Computer equipment 25% per annum
   Where the carrying amount of an asset is greater than its estimated recoverable amount, it is written down immediately to its 
recoverable amount. 
  Gains and losses on disposals are determined by comparing proceeds with carrying amount and are included in operating profit.
  Repairs and maintenance are charged to the income statement during the financial period in which they are incurred.  
 (iv) Financial instruments
  The Company does not enter into hedging or speculative derivative contracts.
  Financial assets included within current assets are stated at the lower of cost and net realisable value.
Notes to the Financial Statements Financial 45 Report and accounts 2010 | Proventec plc
Financial  Notes to the Financial Statements
Notes to the
Financial Statements
for the period ended 30th September 2010
 (v) Profit and loss account
   The Company has taken advantage of s408 of the Companies Act 2006 and has not included its own profit and loss account in 
these financial statements. The Company’s loss for the period was £17,937,000 (2009: loss £21,896,000 )
 (vi) Investments
  Investments in subsidiaries are stated at cost less provision for impairment in value.
 
2. TANGIBLE FIXED ASSETS
2010
£’000
Cost
At 1 April 9
At 30 September 9
Depreciation
At 1 April 2
Charge for the period 4
At 30 September 6
Net book value
At 30 September 2010 3
At 31 March 2009 7
3. FIXED ASSET INVESTMENTS
2010
£’000
Cost
At 1 April 3,729
Disposals (870)
At 30 September 2,859
Impairment and amortisation
At 1 April 3,729
Disposals (870)
At 30 September 2,859
Net carrying amount at 30 September (2009 – Nil) - Proventec plc | Report and accounts 2010 46
for the period ended 30th September 2010
Notes to the
Financial Statements
3. FIXED ASSET INVESTMENTS (continud)
Details of the investments held are as follows:-
No. of
Shares
Type of
Shares
% Share
Capital 
Held
Historic Cost/ 
Valuation
£0’000 Nature of Business
Oxis Energy Limited 12,061,124 Ordinary 3.9% 100
Early stage developer of 
lithium sulphide batteries
Biocote Limited 696,693 Ordinary 31.5% 704 Powder Coating
Firestop Chemicals Limited
56,946,200
-
Ordinary  
Loan Notes
15.6% 
-
1,112 
1,335
Fire retardant chemicals  
and processes
 
The Company sold its investment in Biocote Limited in August 2009. The investment had previously been fully impaired.
These investments will require further equity funding to achieve their business objectives.  The Company has agreed to focus all its resources 
on achieving Proventec’s business development and has decided that it will not make any further investment in these companies.  Accordingly 
the value of these investments has been written down to £Nil.
The investment in Oxis Energy Limited was sold on 16 November 2010, and the Group has been advised that Firestop Chemicals Limited 
which was in administration will now be liquidated. The Group does not expect any repayment in respect of the loan notes or, following 
liquidation, any distribution in respect of the ordinary shares.
4. INVESTMENTS IN SUBSIDIARIES
30th September
2010
£’000
Cost
At 1 April 31,221
Additions 511
Disposals
At 30 September 31,732
Impairment
At 1 April 16,000
Impairment review 12,911
At 30 September 28,911
Net book value at 30 September 2010 2,821
Net book value at 31 March 2009 15,221
Investments in subsidiaries are carried at cost less any impairment. Impairment testing has been carried out by comparing cost with the value 
in use, calculated as the net present value of discounted future cash flows.
Key assumptions used in investment impairment reviews are based on previous experience and are:
• Cash flow forecasts for a 3 year period have been used for the cash generating unit which comprises the acquired businesses.
•  Growth in net revenue assumptions are based on the company’s forecast for 2011, 2012 and 2013 and 5% thereafter.
The cash flows have been discounted using a discount rate of 7.5% derived from the estimated WACC.
Notes to the Financial Statements Financial 47 Report and accounts 2010 | Proventec plc
Financial  Notes to the Financial Statements
Notes to the
Financial Statements
for the period ended 30th September 2010
Directly Held
No. of
Ordinary
Shares
%
Held
Cost
£ Nature of Business
Proventec Services Limited 1 100 1
Sourcing and development of new 
technologies for commercial purposes
OspreyDeepclean Limited 2 100 5,000,000
Provider of steam cleaning machines  
and accessories
InnoCleaning Magma  
Holdings BV  
(incorporated in The Netherlands) 18,001 100 26,141,354
Provider of steam cleaning machines 
and accessories
Frank GmbH  
(incorporated in Germany) 1 60% 511,000
Manufacture of high pressure cleaning 
technologies
Invescotec Limited 80,000 80 80,000
Holding share and other investments and 
earning investment income
 
Indirectly Held
No. of
Ordinary
Shares
%
Held
Cost
£ Nature of Business
OspreyDeepclean International 
Limited 1,000 100 1
Provider of steam cleaning machines and 
accessories
Contico Manufacturing Limited 222,758 80 5,473,681
Manufacture and distribution of janitorial 
equipment, vacuums, industrial sprayers 
and pump dispensers. Proventec plc | Report and accounts 2010 48
for the period ended 30th September 2010
Notes to the
Financial Statements
5. DEBTORS
2010
£’000
31 March
 2009
£’000
VAT recoverable 24 6
Amounts due from Group undertakings 10,708 11,895
Other debtors and prepayments 19 39
10,751 11,940
6. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2010
£’000
31 March
 2009
£’000
Loan notes 14,341 -
Other loans 5,760 2,635
Trade creditors and accruals 1,743 1,314
Amounts owed to Group undertakings 1,763 2,126
23,607 6,075
7. CREDITORS: AMOUNTS FALLING DUE AFTER ONE YEAR
2010
£’000
31 March
 2009
£’000
Loan and loan notes due between one and five years - 14,025
The loan notes comprise £14,880,210 8.5% fixed rate convertible guaranteed unsecured loan notes. The interest on the loan notes 
recognised in the profit and loss account for the period is £ 1,997,000. The effective interest rate on the loan notes is 9.07%. Under the 
Scheme of Arrangement effected on 7 December 2010, £7,880,210 of the loan notes were converted to ordinary shares at a price of 57 
pence per share. Outstanding interest on all loan notes totalling £1,445,000 as at 30 September 2010 was waived.
 
As from 6 December 2010 the remaining £7,000,000 of loan notes will attract interest at 4% per annum, plus 3% to be paid by issue of 
further loan notes. They are non convertible and due for repayment in September 2015.
Notes to the Financial Statements Financial 49 Report and accounts 2010 | Proventec plc
Financial  Notes to the Financial Statements
Notes to the
Financial Statements
for the period ended 30th September 2010
8. SHARE CAPITAL
2010
Numbers
’000
31 March
 2009
Numbers
’000
Ordinary Shares of 10 pence each 
Authorised 50,000 50,000
Issued  
At beginning of period 12,419 243,405
Issued in period 3,008 249
Consolidation adjustment - (231,235)
At end of period (Ordinary Shares of 10 pence each) 15,427 12,419
On 4 August 2009 the Company issued 3,000,000 shares. The total amount raised amounted to £1,500,000. The shares had a nominal 
value of 10 pence.
On 12 October 2009 the Company issued 8,000 shares following the conversion of loan notes with a nominal value of £4,000.
On 23 November 2010 a General Meeting was held and resolutions were passed allowing the Company to issue 24,361,167 ordinary 
shares of nominal value 10 pence.
On 7 December 2010, under a Scheme of Arrangement approved by the High Court, the Company issued 24,361,167 shares of nominal 
value 10 pence per share in consideration of outstanding loans and loan notes totalling £13,885,865.
9. RESERVES
Share
Premium
£’000
Profit & loss
account
£’000
As at 1 April 2009 - 5,831
Loss for the period - (17,937)
On issue of shares 1,099 -
As at 30 September 2010 1,099 (12,106)
 
10. RECONCILIATION OF MOVEMENT IN EqUITY SHAREHOLDERS’ FUNDS
30 September
2010
£’000
31 March
2009
£’000
Loss for the period (17,937) (21,896)
On issue of shares 1,400 272
On issue of share options - 27
(16,537) (21,597)
Opening shareholders’ funds 7,073 28,670
Closing shareholders’ funds 9,464 7,073 Proventec plc | Report and accounts 2010 50
for the period ended 30th September 2010
Notes to the
Financial Statements
11. EMPLOYEES AND KEY MANAGEMENT 
2010
Total
£’000
Year ended
31 March
2009
Total
£’000
Staff costs for the Company during the period
Wages and salaries 366 347
Social security costs 21 21
387 368
2010
Number
2009
Number
Number of employees
Average number of employees 6 8
2010
£’000
2009
£’000
Directors
Aggregate emoluments 664 443
Payments to directors consist of basic salaries, fees and pension. An element of the directors costs are recharged to the subsidiary 
undertakings.
The amounts in respect of the highest paid director are as follows:-
2010
£’000
Year ended
31 March
2009
£’000
Emoluments 222 156
12. CONTINGENT LIABILITIES 
On 31 March 2006 the Company acquired OspreyDeepclean International Limited (formerly InnoCleaning Concepts UK Limited).  The 
consideration amounted to £1 plus deferred consideration of 714,279 shares, which may be payable in the future.  The deferred 
consideration of a maximum of 714,279 shares has not been provided for as its payment is dependent on a number of factors which, at the 
date of these financial statements, cannot be determined due to uncertainty and a reliable estimate of the likely outcome cannot therefore be 
determined.
Notes to the Financial Statements Financial 51 Report and accounts 2010 | Proventec plc
Financial  Notes to the Financial Statements
Notes to the
Financial Statements
for the period ended 30th September 2010
13. POST BALANCE SHEET EVENTS 
Following discussions with its principal creditors, being the holders of the £14,880,210 loan notes, and its major shareholder, InnoConcepts 
N.V., Proventec Plc applied to the High Court to sanction a Scheme of Arrangement to restructure the company’s outstanding debt.
Under the provisions of the agreement reached, the shares held by InnoConcepts, together with outstanding loans and unpaid interest 
amounting to £5,759,923 were transferred to the loan note holders.
The Scheme of Arrangement was given final approval by the court on 7 December 2010.
At this date the total amount due to the loan note holders was:
£’000
Outstanding loan notes 14,880
Unpaid loan note interest 1,188
16,068
Oustanding loans 6,006
Unpaid loan interest 785
6,791
Total amount 22,859
Under the terms of the Scheme, all unpaid loan note and loan interest (£1,973,000) was waived.
Loans notes with a value of £7,880,000, together with outstanding loans of £6,006,000 were converted to ordinary shares at a price of 
57 pence per share.
On 23 November 2010 a General Meeting was held and resolutions were passed allowing the Company to issue 24,361,167 ordinary 
shares of nominal value 10 pence.
On 7 December 2010 the Company issued 24,361,167 shares of nominal value 10 pence per share in consideration of outstanding loans 
and loan notes totalling £13,886,000. These shares were admitted to the AIM market on 8 December 2010.
 
As from 6 December 2010 the remaining £7,000,000 of loan notes will attract interest at 4% per annum, plus 3% to be paid by issue of 
further loan notes. They are non convertible and due for repayment in September 2015. Proventec plc | Report and accounts 2010 52
For information purposes, we set out below the pro-forma Balance Sheet as if the Scheme had taken legal effect at 30 September 2010. This 
does not form part of the audited financial statements.
Pro Forma
2010
£’000
Actual
2009
£’000
Fixed assets
Tangible fixed assets 3 3
Investment in subsidiaries 2,821 2,821
2,824 2,824
Current assets
Debtors 10,751 10,751
Cash at bank and in hand 1,568 568
12,319 11,319
Creditors: amounts falling due within one year (2,412) (23,607)
Net current assets/(liabilities) 9,907 (12,288)
Creditors: amounts falling due after one year (7,000) -
5,731 (9,464)
Capital and reserves
Called up share capital 3,979 1,543
Share premium reserve 12,549 1.099
Profit and loss account (10,797) (12,106)
Shareholders’ funds 5,731 (9,464)
 
as at 30 September 2010
Unaudited Pro Forma  
Company Balance Sheet
Unaudited Pro-Forma Company Balance Sheet Financial 53 Report and accounts 2010 | Proventec plc
Financial  Notice of Annual General Meeting
NOTICE IS HEREBY given that the Annual General Meeting of 
Proventec plc (the “Company”) will be held at the offices of Pinsent 
Masons LLP, 30 Crown Place, London EC2A 4ES on 7 March 
2011 at 11.00am for the following purposes:
Ordinary Business
To consider and, if thought fit, to pass the following resolutions 
which will be proposed as ordinary resolutions:
1.  To receive and consider the Company’s annual accounts for the 
financial period ended 30 September 2010 together with the 
reports of the directors and auditors thereon.
2.  To re-elect Michael Hough, who retires by rotation in 
accordance with the Company’s Articles of Association, as a 
Director of the Company.
3. To re-appoint Frank Verëll as a Director of the Company.
4.  To re-appoint PKF (UK) LLP as auditors to hold office from the 
conclusion of this meeting to the conclusion of the next general 
meeting at which accounts are laid before the Company, at a 
remuneration to be determined by the Directors.
Special Business
To consider and, if thought fit, pass the following resolutions, of 
which resolution 5 will be proposed as an ordinary resolution and 
resolution 6 will be proposed as a special resolution.
Ordinary Resolution – Authority to allot shares
5.  THAT the Directors be and are generally and unconditionally 
authorised, in substitution for any existing authorities and 
powers granted to the Directors prior to the passing of this 
resolution (but without prejudice to any allotments made 
pursuant to such authorities) to exercise all powers of the 
Company to allot shares and to grant rights to subscribe for or 
to convert any security into shares in the Company: 
 (a)  up to an aggregate nominal amount of £1,326,296 
(representing approximately one-third of the Company’s 
ordinary shares in issue as at 4 February 2011) (such 
amount to be reduced by the nominal amount of any equity 
securities (as defined in the Companies Act 2006 (the 
“2006 Act”)) allotted under paragraph (b) below in excess 
of £1,326,296); and
 (b)  comprising equity securities (as defined in the 2006 Act) 
up to a nominal amount of £2,652,592 (representing 
approximately two-thirds of the Company’s ordinary shares 
in issue as at 4 February 2011) (including within any such 
limit any shares and rights to subscribe for or convert any 
security into shares allotted under paragraph (a) above) in 
connection with an offer by way of a rights issue:
   (i) to ordinary shareholders in proportion (as nearly as may 
be practicable) to their existing holdings; and
   (ii) to holders of equity securities as required by the rights 
of those securities or as the Directors otherwise consider 
necessary.
  Such authorities to expire at the conclusion of the next Annual 
General Meeting of the Company or the close of business on 6 
June 2012 (whichever is earlier), save that the Company may 
before such expiry make an offer or agreement which would 
or might require shares to be allotted or rights to subscribe for 
or convert into shares to be granted after such expiry and the 
Directors may allot shares or grant rights in pursuance of such 
an offer or agreement as if the authority conferred hereby had 
not expired.
Special Resolution – disapplication of pre-emption rights
6.  THAT, if resolution 5 is passed, in substitution for any existing 
authorities and powers granted to Directors prior to the passing 
of this resolution, the Directors be and are empowered to 
allot equity securities (as defined in the Companies Act 2006 
(the “2006 Act”)) for cash under the authority given by that 
resolution free of the restriction in section 561(1) of the 2006 
Act, such power to be limited:
 (a)  to the allotment of equity securities in connection with an 
offer of equity securities:
   (i) to ordinary shareholders in proportion (as nearly as may 
be practicable) to their existing holdings; and 
   (ii) to holders of other equity securities, as required by 
the rights of those securities, or as the Directors otherwise 
consider necessary, and so that the Directors may impose 
any limits or restrictions and make any arrangements 
which they consider necessary or appropriate to deal with 
fractional entitlements, record dates or legal, regulatory or 
practical problems in, or under the laws of, any territory or 
any other matter; and
 (b)  to the allotment (otherwise than under paragraph (a) above) 
of equity securities up to a nominal amount of £397,888 
(representing approximately 10% of the nominal value of 
the existing issued share capital as at 4 February 2011).
  Provided further that this power shall expire at the conclusion 
of the next Annual General Meeting of the Company or the 
close of business on 6 June 2012 (whichever is the earlier), 
save that the Company may before such expiry make an offer 
or agreement which would or might require equity securities to 
be allotted after such expiry and the Directors may allot equity 
securities in pursuance of such an offer or agreement as if the 
authority conferred hereby had not expired.
By order of the board
A Booth
Company Secretary
Registered Office: 
6th Floor, CityPoint, One Ropemaker Street, London, EC2Y 9AH 
(changing to 30 Crown Place, London EC2A 4ES with effect from 
14 February 2011).
4 February 2011
Notice of 
Annual General Meeting Proventec plc | Report and accounts 2010 54
Notes and Statements:
1.  Any member of the Company is entitled to appoint a proxy to 
exercise all or any of their rights to attend, speak and vote at 
the Meeting.  A proxy need not be a member of the Company.  
A Form of Proxy is enclosed with this document.  Completion 
and return of a Form of Proxy will not preclude a Shareholder 
from attending and voting at the Meeting, or any adjournment 
thereof, in person.
2.  To be valid, Forms of Proxy must be completed and deposited 
with the Company’s registrars, Capita Registrars, PXS, 34 
Beckenham Road, Beckenham, Kent, BR3 4TU not later than 
11 a.m. on 3 March 2011 and in default will not be treated 
as valid.
3.  In the case of a corporation this proxy must be given under 
its common seal or be signed on its behalf by an attorney or 
officer duly authorised.
4.  You may appoint more than one proxy provided each proxy 
is appointed to exercise rights attached to different shares.  
You may not appoint more than one proxy to exercise rights 
attached to any one share.  To appoint more than one proxy, 
you may photocopy the Form of Proxy.  Please indicate the 
proxy holder’s name and the number of shares in relation to 
which they are authorised to act as your proxy (which, in 
aggregate, should not exceed the number of shares held by 
you).  Please also indicate if the proxy instruction is one of 
multiple instructions being given.  All forms must be signed and 
should be returned together in the same envelope.  In the event 
of a failure to specify the number of shares, your proxy will be 
deemed to be authorised to vote your total holding.
5.  In the case of joint holders, the signature of only one of the 
joint holders is required on the Form of Proxy but the vote of the 
first named on the register of members of the Company will be 
accepted to the exclusion of the other joint holders.
6.  CREST members who wish to appoint a proxy or proxies 
through the CREST electronic proxy appointment service 
may do so for the Meeting and any adjournment(s) of the 
Meeting by using the procedures described in the CREST 
Manual.  CREST personal members or other CREST sponsored 
members, and those CREST members who have appointed a 
voting service provider(s), should refer to their CREST sponsor 
or voting service provider(s), who will be able to take the 
appropriate action on their behalf.
7.  In order for a proxy appointment or instruction made using the 
CREST service to be valid, the appropriate CREST message 
(a “CREST Proxy Instruction”) may be properly authenticated in 
accordance with Euroclear UK & Ireland Limited’s specifications 
and must contain the information required for such instructions, 
as described in the CREST Manual.  The message, regardless 
of whether it constitutes the appointment of a proxy or an 
amendment to the instruction given to a previously appointed 
proxy must, in order to be valid, be transmitted so as to be 
received by the Company’s agent (ID RA10) by the latest 
time(s) for receipt of proxy appointments specified in the notice 
of meeting.  For this purpose, the time of receipt will be taken 
to be the time (as determined by the time stamp applied to 
the message by the CREST Applications Host) from which the 
Company’s agent is able to retrieve the message in the manner 
prescribed by CREST.  After this time any change of instructions 
to proxies appointed through CREST should be communicated 
to the appointee through other means.
8.  CREST members and, where applicable, their CREST sponsors 
or voting service provider(s) should note that Euroclear UK & 
Ireland Limited does not make available special procedures in 
CREST for any particular messages.  Normal system timings 
and limitations will therefore apply in relation to the input 
of CREST Proxy Instructions.  It is the responsibility of the 
CREST member concerned to take (or, if the CREST member 
is a CREST personal member or sponsored member or has 
appointed a voting service provider(s), to procure that his 
CREST sponsor or voting service provider(s) take(s)) such action 
as shall be necessary to ensure that a message is transmitted 
by means of the CREST system by any particular time.  In this 
connection, CREST members and, where applicable, their 
CREST sponsors or voting service provider(s) are referred, in 
particular, to those sections of the CREST Manual concerning 
practical limitations of the CREST system and timings.
9.  The Company may treat as invalid a CREST Proxy Instruction 
in the circumstances set out in Regulation 35(5)(a) of the 
Uncertificated Securities Regulations 2001.
10.  As at 6.00pm on the day immediately prior to the date 
of posting of this notice of Annual General Meeting, the 
Company’s issued share capital comprised 39,788,886 
ordinary shares of 10 pence each.  Each ordinary share 
carries the right to one vote at a general meeting of the 
Company and, therefore, the total number of voting rights in 
the Company as at 6pm on the day immediately prior to the 
date of posting of this notice of Annual General Meeting is 
39,788,886.
11.  Pursuant to Regulation 41 of the Uncertificated Securities 
Regulations 2001, to be entitled to attend and vote at the 
meeting (and for the purpose of the determination by the 
Company of the number of votes that can be cast), members 
must be entered on the Company’s register of members at 
6.00pm on 3 March 2011 (the Voting Record Time), or if the 
meeting is adjourned, at 6.00pm on the day which is two 
business days before the day of such adjourned meeting.
Explanatory notes to Resolutions 3, 5 and 6 
12.  Resolution 3 Frank Verëll was appointed as a Director by the 
Board on 21 January 2011 and, in accordance with the 
articles of association of the Company, retires as a Director at 
the first annual general meeting following his appointment (and 
Notice of Annual General Meeting Financial 55 Report and accounts 2010 | Proventec plc
Financial  Notice of Annual General Meeting
is eligible for re-appointment).  Mr Verëll is a senior executive 
at Amsterdams Effectenkantoor, which is one of the largest 
financial institutions in Holland and which holds a significant 
interest in both the Company’s ordinary shares and its fixed rate 
loan notes 2015.
13.  Resolution 5 Paragraph (a) of this resolution would give the 
Directors authority to allot ordinary shares or grant rights to 
subscribe for or convert any securities into ordinary shares up 
to an aggregate nominal amount of £1,326,296 (representing 
13,262,960 ordinary shares of 10 pence each).  This amount 
represents approximately one-third of the issued ordinary 
share capital of the Company as at 4 February 2011, being 
the date of this notice.  In line with guidance issued by the 
Association of British Insurers, paragraph (b) of this resolution 
would give the Directors authority to allot ordinary shares or 
grant rights to subscribe for or convert into ordinary shares in 
connection with a rights issue in favour of ordinary shareholders 
up to an aggregate nominal amount of £2,652,592 
(representing 26,525,920 ordinary shares of 10 pence each), 
as reduced by the nominal amount of any shares issued under 
paragraph (a).  This amount (before any reductions) represent 
approximately two-thirds of the issued ordinary share capital of 
the Company as at 4 February 2011, being the date of this 
notice.
14.  Resolution 6 Resolution 6 seeks to grant power to the 
Directors to allot equity securities for cash without first offering 
them to existing shareholders in proportion to their existing 
shareholdings.  This authority would be limited to allotments 
in connection with pre-emptive offers (and offers to holders 
of other equity securities if required by the rights of those 
securities or as the directors otherwise consider necessary), or 
otherwise up to an aggregate nominal amount of £397,888 
(representing approximately 10% of the Company’s issued 
share capital as at 4 February 2011, being the date of this 
notice). 
  
15.  The authorities conferred by both resolutions 5 and 6 will 
expire at the conclusion of the next Annual General Meeting 
or 6 June 2012, whichever is sooner.  The Directors have no 
present intention to exercise either of the authorities sought 
under these resolutions, [except potentially under paragraph 
(a) of resolution 5 to satisfy the Company’s employee share 
incentive plans].
Directors’ recommendation 
The Directors believe that the proposals in resolutions 1 to 6 are 
in the best interests of the Company and shareholders as a whole.  
Accordingly, they unanimously recommend that shareholders vote 
in favour of each resolution, as they intend to do in respect of their 
beneficial holdings. Proventec plc | Report and accounts 2010 56
Directors and Advisors Financial
Directors
M Hough* (Chairman)
D Chestnutt (Chief Executive)
T Stuecken  (Chief Commercial Officer)
F Verëll* (Non Executive)
*Member of Audit Committee and Remuneration Committee
Secretary
A W Booth
Registered Office
30 Crown Place
London
EC2A 4ES
Registered Number
4134409
Auditors
PKF (UK) LLP
3 Hardman Street
Spinningfields
Manchester
M3 3HF
Bankers
Royal Bank of Scotland
1 Dale Street
Liverpool
L2 2PP
Nominated Adviser
Seymour Pierce Limited
20 Old Bailey
London
EC4M 7EN
Broker
Seymour Pierce Limited
20 Old Bailey
London
EC4M 7EN
Directors and Advisors 57 Report and accounts 2010 | Proventec plc Proventec plc
49 Rodney Street
Liverpool
L1 9EW
T +44 (0)151 706 0626
F  +44 (0)151 706 0627
E  info@proventecplc.com
www.proventecplc.com