Rising to the challenge
Proventec plc
Annual Report and accounts 2009
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
27672 Proventec Cover.indd   1 27672 Proventec Cover.indd   1 18/8/09   15:17:39 18/8/09   15:17:39 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. 
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.
Contents
Overview
01
01 Highlights
02 Chairman’s Statement
03 Business Overview
04 Chief Executive’s Report
06 Board of Directors
07 Director’s Report
09 Statement of Directors’ Responsibilities
10 Independent Auditors’ Report to the Members
11  Consolidated Balance Sheet
12  Consolidated Income Statement
13  Consolidated Statement of Recognised Income and Expense
14  Consolidated Cash Flow Statement
15  Accounting Policies
21  Notes to the Consolidated Financial Statements
39  Company Balance Sheet
40  Notes to the Financial Statements
46  Notice of Annual General Meeting
07
Governance
11
Financial Statements
Proventec plc
 Annual report and accounts 2009 49 Financial Statements         
Proventec plc
 Annual report and accounts 2009
Directors
P Teerlink* (Chairman)
D Chestnutt (Chief Executive)
T Stuecken  (Chief Commercial Ofﬁ cer)
G Schoenmakers (Chief Operating Ofﬁ cer)
M Hough* (Non Executive)
*Member of Audit Committee and Remuneration Committee
Secretary
A N Whiteley
Registered Ofﬁ ce
6th Floor Citypoint
1 Ropemaker Street
London
EC2Y 9AH
Registered Number
4134409
Auditors
PKF (UK) LLP
5 Temple Square
Temple Street
Liverpool
L2 5RH
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
Retail Broker
Dowgate Capital Stockbrokers Limited
Talisman House
Jubilee Walk
Three Bridges
Crawley
West Sussex
RH10 1LQ
Directors and Advisors
27672 Proventec Cover.indd   2 27672 Proventec Cover.indd   2 18/8/09   15:17:40 18/8/09   15:17:40 01
Overview         
Proventec plc
 Annual report and accounts 2009
Turnover £15.4 million 
2008: £14.0 million 
EBITDA £19,000 
2008: £2.51 million 
Acquisition of 60% stakes 
in Frank GmbH and CryoJet Industrial Services BV
Exclusive distribution agreement 
for Magma Firestop with Dr Wolman GmbH 
Successful launch 
of Proventec Healthcare
Highlights
Proventec R&A 09 Stage 2.indd   3 18/8/09   10:35:54 Proventec plc
 Annual report and accounts 2009 Overview         
02
2008 has proved to be a difﬁ cult year for Proventec, along 
with many other businesses.
Fundraising
At the beginning of July 2009, the Group successfully raised 
£1.5 million before expenses, subject to ratiﬁ cation at a General 
Meeting.  At the General Meeting held on 31 July 2009, the 
appropriate resolutions were passed to allow the placing of 
3,000,000 shares at 50 pence.
These funds will strengthen the Company’s balance sheet and 
support the Group’s working capital position. It will also provide 
capital to complete the development of a new industrial dry 
steam machine that will retail at less than half the price of existing 
technologies and which we aim to bring to the market by the end 
of the year.
Operations
The Board had anticipated the continued expansion of Osprey’s 
steam based technology, specialist cleaning accessories and 
cleaning protocols. These products had achieved considerable 
commercial success in the healthcare sector at the end of 2007 
and the ﬁ rst quarter of 2008. 
During the second half of the ﬁ nancial year, uncertainty in the 
market and the cash constraints placed on many businesses, 
including those in the public and private healthcare sector, caused 
a number of companies to cancel, postpone or delay their capital 
expenditure plans. This, combined with the declining value of 
sterling against the Group’s two major trading currencies – the 
euro and US dollar – at the beginning of the year, has presented 
many challenges.
As a result of the downturn, Proventec’s operations in Europe 
have likewise seen a decline in activity. 
Despite these difﬁ culties, Proventec completed two strategic 
acquisitions, which complement the Group’s current offering 
and diversiﬁ es the services it provides. The Group acquired a 
60% stake in Frank GmbH in August 2008. Frank is a German 
manufacturer of small high pressure hot water washers and 
steam equipment. Proventec also acquired a 60% stake in 
CryoJet Industrial Services BV, a Dutch specialist dry ice cleaning 
company in October. These businesses are seen as long term 
strategic acquisitions and provide the Group with a high quality 
engineering resource and a compatible specialist industrial 
cleaning service provider. Both companies will be fundamental to 
the Group’s future development.
AIM and Alternext
The stock markets have been affected by the economic downturn 
and liquidity has been poor for most small cap companies.
Proventec has continued to try and re-base its balance sheet and 
part of this process was to complete the listing of the Group’s 
Convertible Loan Stock on the Alternext market which was a wish 
of the Group’s bond holders and their advisers. 
Following discussions with Proventec’s advisers and mindful 
of the requirements of the International Financial Reporting 
Statements (“IFRS”) concerning the potential impairment of our 
Goodwill, the Group sought to mitigate the effect of this on its 
ﬁ nancial statements by cancelling the Share Premium account 
and crediting this to distributable reserves.  At the same time 
the Board proposed a reduction in the Share Capital and both of 
these proposals were sanctioned in the High Court in February 
this year.
Employees
In February Glyn Hirsch, a Non Executive Director, stepped down 
from the Board because of pressure from his other commitments.  
Glyn had been a director of the company since 2001 and my 
immediate predecessor as Chairman. On behalf of the Board, I 
would like to thank him for his hard work and commitment to 
the Group and we wish him all the best for the future.
I would like to express the Board’s thanks to all of the employees in 
the Group for their support and hard work in these difﬁ cult times.  
Outlook
In these market conditions, Proventec continues to take positive 
steps to expand its offerings, ensure its ﬁ nancial stability and 
maintain momentum. The Board is conﬁ dent of the long term 
outlook for the Group.
Peter Teerlink
Chairman
Chairman’s Statement
Peter Teerlink
Proventec 
completed two 
strategic acquisitions
which complement the 
Group’s current offering 
and diversiﬁ es the services 
it provides.
Proventec R&A 09 Stage 2.indd   4 18/8/09   10:35:55 03
Overview         
Proventec plc
 Annual report and accounts 2009
OspreyDeepclean Group
The company has continued to develop its range and the 
validated accessories of their dry steam cleaning equipment. 
A number of unique innovations are being developed to improve 
the performance and reliability of the machines and their 
effectiveness in the particular cleaning environments.
In March this year, the company won the Healthcare Associated 
Infections Award from the Department of Health and NHS 
Purchasing and Supply Agency for the new and novel technology 
with the greatest contribution to enhancing the cleanliness of 
the hospital environment. This has led to a clinical trial being 
conducted by the Department of Health, the results of which will 
be known early in 2010.
Also in further recognition of the company’s commitment to 
hygiene in the healthcare sector, they won a £99,200 competitive 
Research & Development contract from the NHS National Institute 
for Health Research to develop a novel hand hygiene technology.
Contico Manufacturing Ltd
The company has continued to source new products to 
supplement its extensive product range of janitorial supplies. In 
July last year the company purchased and installed a ﬂ oor pad 
cutter which allows the company to hold a more comprehensive 
range of its Contico Superpads. A new fully automated screen 
printing machine has been installed and will be in production 
from mid-August. This will enable the company to “own brand” 
a greater number of products for customers. 
The company’s commitment to customer service will be enhanced 
by the company’s new secure interactive website for customers 
which went “live” in July this year. 
Proventec Healthcare
This business was initiated in April this year and is targeted at 
the healthcare sector aiming to provide a “one-stop shop” from 
procurement personnel in larger healthcare establishments or 
groups to the busy owner manager of a single nursing home. 
The products in the Proventec Healthcare range have been put 
together to provide a comprehensive and complete package 
to provide an infection control and cleaning solution for the 
healthcare sector.
Magma Firestop BV
Magma has developed a comprehensive range of ﬁ re retardant 
treatments for surfaces ranging from fabrics to paint and thatch 
to timber. 
One of the products, SBP1, which has been classiﬁ ed under 
EN13501-1 is to be marketed under an exclusive distribution 
agreement for the distribution of ﬁ re retardant products for 
pressure treatment of timber with Dr Wolman GmbH (Wolman), 
a leading supplier of wood preservatives and wood treatment 
products. Wolman is a wholly owned subsidiary of BASF, the 
world’s leading chemical company.
Frank GmbH
Frank, a German based engineering company, joined the group 
during the year. Frank can trace its beginning back to 1607 
making it one of Europe’s oldest companies.
Frank specialises in manufacturing portable industrial quality high 
pressure hot water washers and self-service vehicle wash stations. 
In addition to their customers and products, Frank is already 
becoming the Group centre for research and development and 
is working on a number of developments in conjunction with 
Osprey’s own engineers.
CryoJet Industrial Services BV
CryoJet is a provider of cryogenic cleaning services and related 
services. The company is based in Rotterdam and has worked at 
one time or another for all of the major oil reﬁ nery companies 
based in Rotterdam reacting to emergency call-outs when their 
specialist cleaning service is required.
CryoJet blasts dry ice pellets, the solid form of carbon dioxide, 
at low pressure and at minus 78.5 degrees centigrade on to the 
surface to be cleaned. The kinetic energy at the point of contact, 
in effect, causes an explosive reaction as the pellets expand in 
volume by a factor of over 500.
This technology can work on highly carbonised and corroded 
surfaces where steam, alone cannot break down the dirt. Dry 
steam then becomes the ideal medium to clean and maintain 
the refurbished surface. CryoJet and Osprey have combined 
together to refurbish and clean a bakery oven and production 
line for one of Rotterdam’s largest bakeries saving that company 
a considerable outlay for capital expenditure as they had 
anticipated that the oven and line would have to be replaced as it 
appeared to them to be beyond cleaning and maintenance.
Business Overview
Healthcare & Industrial Cleaning Solutions
Osprey Contico Frank CryoJet
Ownership
100% 80% 60% 60%
Percentage of group turnover
98%
Flame Retardant Coatings
Magma Firestop
Ownership
100%
Percentage of group turnover
2%
Proventec R&A 09 Stage 2.indd   5 18/8/09   10:35:55 Proventec plc
 Annual report and accounts 2009 Overview         
04
The year to 31 March 2009 has been challenging, beginning 
with the currency ﬂ uctuations in the exchange rates from 
July 2008 onwards between the pound and the US dollar and 
euro, followed by the decline of the UK’s trading markets.
Despite these factors which were beyond the Board’s control, 
the Group has tried to manage the growth and development 
of Proventec.
Financial review
• Turnover £15.4 million (2008 £14 million)
• Gross proﬁ t maintained at over 43%.  
• EBITDA (before IFRS impairment) £19,000 (2008 £2.51 million) 
In February 2009, as part of the Group’s undertaking to 
restructure its Balance Sheet and in anticipation of the year’s 
trading results, the Board sought and received permission from 
the High Court and shareholders, to cancel its Share Premium 
Account and to reduce its Share Capital. This resulted in the 
transfer of £32.1 million from those accounts to the Proﬁ t and 
Loss Account as distributable reserves. 
In accordance with IFRS, Proventec conducted an impairment 
review of its assets, particularly Goodwill, the value of its 
investments and the recoverability of certain debts, and has 
written down the value of those assets by £26.7 million. The 
Group’s reserves total has increased from a deﬁ cit of £855,000 to 
a credit of £3.44 million.
The Group results at the half year to 30 September 2008 reﬂ ected 
a loss which, in normal trading conditions, the Board would have 
expected to reverse in the second half of the year. However in 
November 2008, companies began to de-stock and looked to 
cost savings in all areas of their business. As such, conﬁ dence 
amongst many UK companies was severely dented.
Operational review 
OspreyDeepclean
Proventec had embarked on an expansion in personnel in 2008, 
to meet what the Group saw as a breakthrough in its sales 
strategy. The Group’s overhead structure was developed to meet 
the anticipated growth in our business but unfortunately the 
Group did not see this predicted growth. There was a marked 
decline in sales of the Group’s specialist dry steam cleaning 
equipment, which is a capital purchase to most of its customers. 
At the same time Proventec’s major Italian suppliers requested 
improved payment terms because of their own trading difﬁ culties, 
making the task of managing the business even more difﬁ cult. 
The Group has implemented cost saving measures and is 
reorganising its businesses to deal with the current downturn 
in the market and during the last few months there has been 
renewed interest from customers in Proventec’s products. While 
short term forecasting remains difﬁ cult, the Board is increasingly 
conﬁ dent that the Group’s business offering will ensure success 
in the longer term and the Board is looking forward to the roll out 
of its strategic business plan over the next few years.
Contico Manufacturing
Contico Manufacturing has continued to source new products 
to enhance its range of janitorial supplies. In July last year the 
company purchased a ﬂ oor pad cutter to increase its range 
of Contico Superpads. A new fully automated screen printing 
machine has just been delivered and will be operational from 
mid-August.
The company’s commitment to customer service will be further 
enhanced by the company’s new interactive website for 
customers, launched in July this year. 
Chief Executive’s Report
David Chestnutt
“
While short and even medium 
term trading may present a 
challenge, the Group is conﬁ dent 
that the long term prospects of 
the business remain positive.
”
Proventec R&A 09 Stage 2.indd   6 18/8/09   10:35:55 05
Overview         
Proventec plc
 Annual report and accounts 2009
In April 2009
the Group launched 
Proventec Healthcare
which offers a unique, simpliﬁ ed 
“one-stop shop” approach to 
cleaning in the healthcare sector
Preventative Coatings
Magma has developed a comprehensive range of ﬁ re retardant 
treatments for surfaces ranging from fabrics to paint and thatch 
to timber. The timber range has been registered and classiﬁ ed 
under the EN “euroclass” rating. 
In May of this year, the Group announced Magma Industries B.V. 
(“Magma”), had signed an exclusive distribution agreement for 
the European distribution of ﬁ re retardant products for pressure 
treatment of timber with Dr. Wolman GmbH (“Wolman”), 
a leading supplier of wood preservatives and ﬁ re protection 
products.  Wolman is a 100% subsidiary of BASF, the world’s 
leading chemical company. Wolman’s reputation and extensive 
sales network in the timber treatment industry will expand the 
awareness and use of Magma’s ﬁ re retardant products.
Acquisitions
In 2008 the Group also completed a 60% acquisition of an 
established German engineering company, Frank GmbH, which 
specialises in the manufacture of high pressure industrial quality 
hot water washers.  Frank will become the Group’s centre of 
excellence carrying out research and development for other 
Group companies. Frank is already working on a number of 
projects in conjunction with the Osprey engineers to improve their 
range of equipment.
In October 2008 the Group also completed the acquisition of 
a 60% stake in CryoJet Industrial Services BV.  CryoJet offers a 
proprietary dry ice cleaning service particularly to the oil, gas 
and chemical industries, where leaks and machine failure from 
a build up of debris, result in an increase in down time and are 
very expensive. CryoJet’s dry ice cleaning service has also been 
used to refurbish a production line for one of the Netherlands’ 
biggest bakeries. This has led to sales of the Group’s industrial 
dry steam equipment for ongoing cleaning and maintenance, 
demonstrating the synergies and opportunities for cross selling 
between the businesses.
Re-structuring Update 
Proventec is being re-structured to accommodate these 
developments and to provide a customer targeted business 
approach in two separate divisions. These businesses will 
operate under the umbrella brands of Proventec Healthcare 
and Proventec Industrial. 
In April 2009, the Group launched Proventec Healthcare which 
offers a unique, simpliﬁ ed “one-stop shop” approach to cleaning 
in the healthcare sector, with a comprehensive range of clinically 
validated cleaning products.  These provide the customer with the 
necessary cleaning tools to clean in the healthcare environment 
and to safely remove the pathogens that cause healthcare and 
community acquired infections.
Proventec Industrial will be launched early in 2010 and will 
speciﬁ cally target the food manufacturing sector where hygiene is 
also of very high importance. 
In September 2008, Guido Schoenmakers, who has been with the 
Group since 2005, joined the Board as Chief Operations Director 
and has particular responsibility for the roll out of Proventec 
Industrial. Guido is supported by Samir El-Assal, Managing Director 
of Frank and Harry Leenman, Managing Director of CryoJet.
Outlook 
With the fundraising that was completed in July 2009 and 
approved at the General Meeting held on 31 July, the Board 
is well positioned ﬁ nancially to ensure that the impetus it has 
generated is maintained.
While short and even medium term trading may present a 
challenge, the Group is conﬁ dent that the long term prospects 
of the business remain positive. The Group has benchmarks for 
its development over the next three to ﬁ ve years and the Board is 
committed to achieving its goals which should bring rewards for 
shareholders and employees alike. 
David Chestnutt
Chief Executive 
Proventec R&A 09 Stage 2.indd   7 18/8/09   10:35:56 Proventec plc
 Annual report and accounts 2009 Overview         
06
Peter Teerlink
Chairman
Peter Teerlink has extensive experience in merchant banking 
and venture capital. After working in the ﬁ nancial services 
sector for 10 years, he joined Novem International in 1999 
as Managing Director. In 2001 he became Managing Director 
of I-Pac Technologies N.V.
David Chestnutt FCA
Chief Executive
David Chestnutt qualiﬁ ed 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 Ofﬁ cer
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.
Guido Schoenmakers
Chief Operating Ofﬁ cer
Guido Schoenmakers joined the Company in 2005 as Managing 
Director of OspreyDeepclean and Magma Firestop in the 
Netherlands. Prior to joining he was Senior Business Manager 
for IFN Finance, a subsidiary of ABN Amro, for ﬁ ve years. He was 
appointed to the board of Proventec plc in September 2008.
Michael Hough
Non-Executive Director
Michael Hough is a partner of Iceni Capital, a UK private equity 
investment ﬁ rm. He is also a Director of Aurora Investment 
Advisors Limited, a private equity investment ﬁ rm 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.
Board of Directors
Proventec 
continues to take 
positive steps 
to expand its offerings, 
ensure its ﬁ nancial stability 
and maintain momentum.
Proventec R&A 09 Stage 2.indd   8 18/8/09   10:35:56 07
Governance         
Proventec plc
 Annual report and accounts 2009
The directors present their annual report on the affairs of the Group, together with the ﬁ nancial statements and auditors’ report for the 
year ended 31 March 2009.
Principal activities of the Group
As at 31 March 2009 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 and 
preventative coatings 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 is covered in the Chief Executive’s report on pages 4-5.
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 ﬂ uctuations 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 these risks to the business.
Financial results and dividend
The retained loss for the year is £27,900,000 after an impairment review of £26,718,000.  The directors do not recommend the payment 
of a dividend.
Directors
Details of each of the directors who served throughout the year are shown on page 6.  All directors are subject to retirement by rotation 
under the Group’s articles of association.  
Guido Schoenmakers was appointed as a Director on 15 September 2008. He retires in accordance with Article 108, and is available 
for re-election.
The directors retiring by rotation are Peter Teerlink and Thomas Stuecken.
Directors’ interest in share options
The Group has share option schemes under the terms of which directors are able to subscribe for Ordinary Shares in the Group. 
The directors who held ofﬁ ce at 31 March 2009 had the following beneﬁ cial interest in the options to subscribe for shares:
 
 Ordinary Shares 
under Options Date of Grant
Expiry date 
of Options
Date 
cancelled
Exercise price 
per ordinary share
D Chestnutt 12,000 19.06.2002 19.06.2012 - 660p
17,333 27.05.2004 19.06.2012 - 120p
22,667 27.05.2004 27.05.2014 - 120p
150,000 12.05.2008 12.05.2018 - 137.5p
M Hough 27,500 27.05.2004 27.05.2014 - 120p
G Schoenmakers 150,0000 12.05.2008 12.05.2018 - 137.5p
T Stuecken 50,000 24.08.2005 24.08.2015 - 280p
300,000 12.05.2008 12.05.2018 - 137.5p
P Teerlink 27,500 24.08.2005 24.08.2015 - 280p
150,000 12.05.2008 12.05.2018 - 137.5p
Directors’ Report
Proventec R&A 09 Stage 2.indd   9 18/8/09   10:35:56 Proventec plc
 Annual report and accounts 2009 Governance         
08
Substantial shareholdings
As at 31 July 2009, the Group had notiﬁ cation that the following were interested in 3% or more of the Group’s issued share capital.
Name of Shareholder 
Percentage shareholding at 31 July 2009 (%)
InnoCleaning Concepts Holding B.V. 36.2
KAS Nominees Ltd 22.0
Schroder UK Smaller Companies Fund 6.0
Euroclear Nominees Ltd EOCEF ACCT 5.7
Rathbone Special Situations Fund 3.2
ABN AMRO 3.2
Clearstream Banking (Lux) CLR LUX 2 ACCT 3.3
Co-operative Central Raiffeisen-Boerenleenban 3.2
Charitable and political donations in the United Kingdom
No charitable or political donations were made during the year (2008: 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 94 days. This is exaggerated by the increase in selling activity during the last quarter of the ﬁ nancial year.
UK Research and Development
During the year 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 Healthecare 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 ﬁ nancial 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 conﬁ rms 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 20 Old Bailey, London EC4M 7EN on 29 September 2009.
The notice of meeting appears in the document accompanying the report and accounts.  One resolution will be proposed as a special 
resolution at the meeting and an explanation of this resolution is given in note 12 to the Notice of Annual General Meeting. 
By order of the board
D. Chestnutt
Director
4 August 2009
Directors’ Report (continued)
Proventec R&A 09 Stage 2.indd   10 18/8/09   10:35:56 09
Governance         
Proventec plc
 Annual report and accounts 2009
The directors are responsible for preparing the annual report and the ﬁ nancial statements in accordance with applicable law and regulations. 
Company law requires the directors to prepare ﬁ nancial statements for each ﬁ nancial year. Under that law the directors have, as required 
by the AIM Rules of the London Stock Exchange, prepared the Group ﬁ nancial statements in accordance with International Financial 
Reporting Standards as adopted by the European Union and have elected to prepare the Company ﬁ nancial statements in accordance 
with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). The ﬁ nancial 
statements are required to give a true and fair view of the state of affairs of the Company and the Group and of the proﬁ t or loss of the 
Group for that period. In preparing these ﬁ nancial 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, in the parent company ﬁ nancial statements, whether applicable accounting standards have been followed, subject to any 
material departures disclosed and explained in the ﬁ nancial statements;
• prepare the ﬁ nancial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business.
The directors are responsible for keeping proper accounting records that disclose with reasonable accuracy at any time the ﬁ nancial 
position of the Company and the Group and enable them to ensure that the ﬁ nancial statements comply with the Companies Act 1985. 
They are also responsible for safeguarding the assets of 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 ﬁ nancial information included on the Companies 
website. Legislation in the United Kingdom governing the preparation and dissemination of the ﬁ nancial statements and other 
information included in annual reports may differ from legislation in other jurisdictions.
Statement of Directors’ Responsibilities
Proventec R&A 09 Stage 2.indd   11 18/8/09   10:35:56 Proventec plc
 Annual report and accounts 2009 Governance         
10
We have audited the Group and parent company ﬁ nancial statements (‘the ﬁ nancial statements’) of Proventec Plc for the year ended 
31 March 2009 which comprise the consolidated and company balance sheets, the consolidated income statement, the consolidated 
statement of recognized income and expense, the consolidated cash ﬂ ow statement and the related notes. The ﬁ nancial statements have 
been prepared under the accounting policies set out therein.
This report is made solely to the Group’s members, as a body, in accordance with section 235 of the Companies Act 1985. Our audit work 
has been undertaken so that we might state to the Group’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
The directors’ responsibilities for preparing the annual report and the ﬁ nancial statements in accordance with applicable law and for 
preparing the Group ﬁ nancial statements in accordance with International Financial Reporting Standards (‘IFRSs’) as adopted by the 
European Union and the parent company ﬁ nancial statements in accordance with United Kingdom accounting standards (‘United Kingdom 
Generally Accepted Accounting Practice’) are set out in the statement of directors’ responsibilities.
Our responsibility is to audit the ﬁ nancial statements in accordance with relevant legal and regulatory requirements and International 
Standards on Auditing (UK and Ireland).
We report to you our opinion as to whether the ﬁ nancial statements give a true and fair view and have been properly prepared in 
accordance with the Companies Act 1985. We also report to you whether in our opinion the information given in the directors’ report is 
consistent with the ﬁ nancial statements.  The information in the directors’ report includes that speciﬁ c information presented in the Chief 
Executive’s report that is cross referenced from the business review section of the directors’ report.
In addition we report to you if, in our opinion, the Company has not kept proper accounting records, if we have not received all the 
information and explanations we require for our audit, or if information speciﬁ ed by law regarding directors’ remuneration and other 
transactions is not disclosed.
We read other information contained in the annual report and consider whether it is consistent with the audited ﬁ nancial statements. 
The other information comprises only the directors’ report, the chairman’s statement and the chief executive’s report and the business 
overview. We consider the implications for our report if we become aware of any apparent misstatements or material inconsistencies with 
the ﬁ nancial statements. Our responsibilities do not extend to any other information.
Basis of audit opinion
We conducted our audit in accordance with International Standards on Auditing (UK and Ireland) issued by the Auditing Practices Board. An 
audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the ﬁ nancial statements. It also includes 
an assessment of the signiﬁ cant estimates and judgments made by the directors in the preparation of the ﬁ nancial statements, and of 
whether the accounting policies are appropriate to the Group’s and Company’s circumstances, consistently applied and adequately disclosed.
We planned and performed our audit so as to obtain all the information and explanations we considered necessary in order to provide us 
with sufﬁ cient evidence to give reasonable assurance that the ﬁ nancial statements are free from material misstatement, whether caused by 
fraud or other irregularity or error. In forming our opinion we also evaluated the overall adequacy of the presentation of information in the 
ﬁ nancial statements.
Opinion
In our opinion:
• the Group ﬁ nancial statements give a true and fair view, in accordance with IFRSs as adopted by the European Union, of the state of 
the Group’s affairs as at 31 March 2009 and of its loss for the year then ended;
• the parent company ﬁ nancial statements give a true and fair view, in accordance with United Kingdom Generally Accepted Accounting 
Practice, of the state of the parent company’s affairs as at 31 March 2009 ; 
• the ﬁ nancial statements have been properly prepared in accordance with the Companies Act 1985; and
• the information given in the directors’ report is consistent with the ﬁ nancial statements.
PKF (UK) LLP
Registered auditors
Liverpool, UK
Independent Auditors’ Report 
to the Members of Proventec plc
6 August 2009
Proventec R&A 09 Stage 2.indd   12 18/8/09   10:35:56 11
Financial Statements                  
Proventec plc
 Annual report and accounts 2009
 
Notes
2009
£000
2008
£000
Assets
Non-current assets
Property, plant and equipment 1 906 689
Goodwill 3 27,125 37,144
Other intangible assets 4 4,949 3,855
Available  for sale investments 5 12 2,816
Investments accounted for using the equity method 8 (19)
33,000 44,485
Current assets
Inventories 6 2,848 2,232
Trade and other receivables 7 4,149 11,448
Cash and cash equivalents 8 1,095 4,042
8,092 17,722
Non current assets classiﬁ ed as held for sale 9 - 100
8,092 17,822
Total assets 41,092 62,307
Equity and liabilities
Equity attributable to equity holders of the parent
Share capital 11 1,242 12,170
Other reserves 11 12,297 27,458
Retained earnings 11 3,444 (855)
16,983 38,773
Minority interest 252 32
Total equity 17,235 38,805
Non-current liabilities
Long term borrowings 12 14,260 16,774
Deferred tax 14 - 517
Total non-current liabilities 14,260 17,291
Current liabilities
Trade and other payables 13 6,798 5,937
Current portion of long term borrowings 12 2,799 59
Current tax payable - 215
Total current liabilities 9,597 6,211
Total liabilities 23,857 23,502
Total equity and liabilities 41,092 62,307
The ﬁ nancial statements were approved and authorised for issue by the board on 4 August 2009 and were signed on its behalf by D Chestnutt.
Consolidated Balance Sheet   
as at 31 March 2009
Proventec R&A 09 Stage 2.indd   13 18/8/09   10:35:56 Proventec plc
 Annual report and accounts 2009 Financial Statements         
12
Consolidated Income Statement   
for the year ended 31 March 2009
Notes
Year ended 
31 March 2009
£000
Year ended 
31 March 2008
£000
Revenue 15 15,390 14,027
Cost of Sales (8,773) (7,658)
Gross proﬁ t 6,617 6,369
Other income 17 - 1,125
Administrative expenses - recurring (7,033)                 (5,117)
Impairment of goodwill 3 (16,000) -
Impairment of investments 5 (3,260) -
Impairment of receivables 7 (7,458) -
Total administrative expenses (33,751) (5,117)
Operating (loss)/proﬁ t (27,134) 2,377
Finance costs 16 (1,542) (1,020)
Share of associates and joint ventures operating proﬁ t 28 (19)
(Loss)/proﬁ t before taxation 17 (28,648) 1,338
Tax credit/(expense) 18 748 (7)
(Loss)/proﬁ t  for the year (27,900) 1,331
(Loss)/proﬁ t attributable to the minority interest (47) 13
(Loss)/proﬁ t  attributable to the equity holders of the 
parent undertaking
(27,853) 1318
(27,900) 1,331
(Loss)/earnings per share (pence)
basic 19 (227.4) 10.9
diluted 19 (227.4) 10.9
Proventec R&A 09 Stage 2.indd   14 18/8/09   10:35:56 13
Financial Statements         
Proventec plc
 Annual report and accounts 2009
Consolidated Statement of Recognised 
Income and Expense   
for the year ended 31 March 2009
Notes
Year ended 
31 March 2009
£000
Year ended 
31 March 2008
£000
(Loss)/proﬁ t for the year  (27,900) 1,331
Net exchange differences on translating foreign operations 11 5,764 4,663
Total recognised income and expenses for the year (22,136) 5,994
Total recognised income and expenses attributable to the 
minority interest 
(47)  13
Total recognised income and expenses attributable to the 
equity holders of the parent undertaking 
(22,089) 5,981
(22,136) 5,994
Proventec R&A 09 Stage 2.indd   15 18/8/09   10:35:56 Proventec plc
 Annual report and accounts 2009 Financial Statements         
14
Consolidated Cash Flow Statement
for the year ended 31 March 2009
Notes
2009
£000
2008
£000
Cash ﬂ ows from operating activities
Cash generated from operations           22 370 (1,411)
Interest received 121 352
Interest paid (1,442) (1,140)
Tax received/(paid) 9 (116)
Net cash ﬂ ow from operating activities (942) (2,315)
Cash ﬂ ows from investing activities
Acquisition of subsidiaries (net of cash acquired) (1,112) (5,474)
Acquisition of investments (6) -
Proceeds from sale of property, plant and equipment - 3
Proceeds from sale of investments - -
Purchase of property, plant and equipment                 23 (294) (285)
Purchase of intangible assets                  (99) (97)
Share capital acquired by minority interest  - 20
Net cash ﬂ ow from investing activities (1,511) (5,833)
Cash ﬂ ows from ﬁ nancing activities
(Repayment of)/proceeds from new loans (712) 1,826
Proceeds from issue of equity instruments 272 5,096
Payments in respect of hire purchase (54) (18)
Costs in issuing equity instruments  - (156)
Net cash ﬂ ow from ﬁ nancing activities (494) 6,748
Net (decrease) in cash and cash equivalents (2,947) (1,400)
Cash and cash equivalents at beginning of the year 4,042 5,442
Cash and cash equivalents at end of the year 8 1,095 4,042
Proventec R&A 09 Stage 2.indd   16 18/8/09   10:35:56 15
Financial Statements         
Proventec plc
 Annual report and accounts 2009
The principal accounting policies adopted in the preparation of these ﬁ nancial statements are set out below. These policies have been 
consistently applied to all the years presented, unless otherwise stated. 
Basis of preparation
These consolidated ﬁ nancial statements of the Group have been prepared in accordance with International Financial Reporting 
Standards (IFRS). 
IFRS issued but not yet applied
The following standards and interpretations were issued and available for early application but have not yet been applied by the group in 
these ﬁ nancial statements. The group intends to apply these standards and interpretations when they become effective:
• IAS 39 Financial instruments : Recognition and measurement
• IAS 27 (Amendment) Consolidated and separate ﬁ nancial statements
• IFRS 3 Business combinations
• IFRS 8 Operating segments
• IAS 1 (Revised) Presentation of ﬁ nancial statements
• IAS 23 (Amendment) Borrowing costs
• IFRS 2 Share based payments
• IAS 1 and IAS 32 (Amendment) Presentation of Financial statements and Financial instruments : Presentation
• IAS 27 Consolidated and separate ﬁ nancial statements
• IFRS 7 Financial instruments : Disclosure
• IFRIC 13 Customer loyalty programmes
• IFRIC 15 Agreements for the construction of real estate
• IFRIC 16 Hedges of a net investment in a foreign operation
• IFRIC 17 Distribution of non-cash assets to owners
• IFRIC 18 Transfers of assets to customers.
It is not expected that adoption of these standards or interpretations will have a material impact on the ﬁ nancial 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 ﬁ nancial 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 groups 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. Identiﬁ able 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 identiﬁ able 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. 
Accounting Policies
Proventec R&A 09 Stage 2.indd   17 18/8/09   10:35:56 Proventec plc
 Annual report and accounts 2009 Financial Statements         16
Accounting Policies 
Foreign currency translation
Functional currency
Items included in the ﬁ nancial 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 ﬁ nancial statements are presented in sterling, 
which is the functional and presentation currency of the parent.
Transactions and balances
Foreign currency translations 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 ﬂ ow of foreign entities are translated into the Group’s functional currency at average exchange rates for the 
year 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.
Fixtures, ﬁ ttings 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 proﬁ t.
Repairs and maintenance are charged to the income statement during the ﬁ nancial period in which they are incurred.  
Goodwill
Goodwill represents the excess of the cost of an acquisition over the fair value of the Group’s share of the net assets of the acquired 
subsidiary at the date of acquisition. 
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 indeﬁ nite 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.
Development & Patents 33% per annum
Intellectual property rights 33% per annum
Proventec R&A 09 Stage 2.indd   18 18/8/09   10:35:57 17 Financial Statements         
Proventec plc
 Annual report and accounts 2009
Impairment of non-ﬁ nancial 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 ﬂ ows expected to result from the use of assets and their 
eventual disposal proceeds. In order to calculate the present value of estimated future cash ﬂ ows 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 ﬂ ows 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 identiﬁ able cash ﬂ ows.
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 classiﬁ ed 
as ﬁ nance leases.  Finance leases are capitalised at the inception of the lease at the lower of the fair value of the leased property or the 
present value of the minimum lease payments. Each lease payment is allocated between the liability and ﬁ nance charges so as to achieve 
a constant rate on the ﬁ nance balance outstanding.  The corresponding rental obligations, net of ﬁ nance charges, are included in other 
payables.  The interest element of the ﬁ nance 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 
ﬁ nance 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 ﬁ nancial statements to ﬁ nance leases, this includes hire purchase agreements.
Operating leases where the Group is the lessee
Leases where a signiﬁ cant portion of the risks and rewards of ownership are retained by the lessor are classiﬁ ed 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.
Cash and cash equivalents 
Cash and cash equivalents are carried in the balance sheet at cost.  For the purpose of the cash ﬂ ow statement, cash and cash 
equivalents comprise cash on hand and deposits held at call with banks. 
Employee beneﬁ ts
Deﬁ ned contribution schemes
A deﬁ ned contribution plan is a pension plan under which the Group pays ﬁ xed 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 sufﬁ cient assets to pay all employees 
beneﬁ ts relating to employee service in the current and prior periods.  Contributions are charged to the proﬁ t and loss account in the 
year 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 reﬂ ect expected and actual levels of options vesting and for changes in non market vesting criteria. 
Proventec R&A 09 Stage 2.indd   19 18/8/09   10:35:57 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.
Financial assets
The Group classifies its financial assets in the following categories: investments held for sale, 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) Investments held for sale
A financial asset is classified in this category if designated by management as expected to be realised within 12 months of the balance
sheet date.
Investments are classified as held for sale in accordance with IFRS 5 if their carrying amount will be recovered principally through a sale
transaction rather than through continuing use. Such assets are measured at the lower of their carrying amount and fair value less costs
to sell.
Gains or losses arising from changes in the fair value of these investments, including interest and dividend income, are presented in the
income statement within “other (losses)/gains – net” in the period in which they arise.
(b) 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.
Financial Statements 18 Annual report and accounts 2009
Proventec plc
Accounting Policies (c) 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. 
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.
Regular purchases and sales of investments are recognised on the date on which the Group commits to purchase or sell the asset.
Investments are initially recognised at fair value plus transaction costs for all financial assets not carried at fair value through profit or loss.
Financial assets carried at fair value through profit and loss are initially recognised at fair value and transaction costs are expensed in the
income statement.  Investments are derecognised when the rights to receive cash flows from the investments have expired or have been
transferred and the Group has transferred substantially all risks and rewards of ownership.  Available for sale investments and
investments held for sale are subsequently carried at fair value. 
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. 
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.
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 recognised at fair value.
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.  
Credit 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. 
Financial Statements 19 Annual report and accounts 2009 Proventec plc
Annual report and accounts 2009 20
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 year 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.
Financial Statements
Accounting Policies Annual report and accounts 2009 21 Financial Statements
The net book value of plant and machinery includes £138,003 (2008:£104,489, 2007: £23,535) 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. 
3. Goodwill
Notes To The Consolidated Financial Statements
for the year ended 31 March 2009
Cost
At 1 April 18 805 823 18 171 189
Additions 4 290 294 1 284 285
Acquisitions via business combination - 157 157 - 357 357
Disposals (7) (66) (73) (1) (7) (8)
At 31 March 15 1,186 1,201 18 805 823
Depreciation
At 1 April 8 126 134 5 27 32
Charge for the year 3 230 233 4 103 107
Disposals (5) (67) (72) (1) (4) (5)
At 31 March 6 289 295 8 126 134
Net book value at 31 March 9 897 906 10 679 689
Net book value at 1 April 2007 9 87 96
Rental 
assets
£000
   Plant,
machinery 
&
Equipment
£000
   2009
Total
£000
Rental
assets
£000
Plant, 
machinery 
&
Equipment
£000
2008
Total
£000
Cost
At 1 April 37,144 29,873
Additions 1,121 3,430
Acquisitions - -
Exchange rate movement  4,860 3,841
At 31 March 43,125 37,144
Accumulated Impairment
At 1 April - - 
Impairment loss (16,000) - 
At 31 March (16,000) - 
Net carrying value at 31 March 27,125 37,144 
2009
£000
2008
£000
1. Property, Plant and Equipment Notes To The Consolidated Financial Statements (continued)
for the year ended 31 March 2009
3. Goodwill (continued)
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 2010, 2011 and 2012 and 5% thereafter.
• 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 £16,000,000 relates to one cash generating unit, the OspreryDeepclean Group, which is included in the
cleaning products segment. The impairment arose due to the downturn in business activity in the year.
4. Other Intangible Assets
Cost
At 1 April 272 128 3,592 3,178 3,864 3,306
Additions 96 162 3 2 99 164
Acquisitions 3 - 514 517
Disposals - (46) - (22) - (68)
Exchange rate variance 45 28 607 434 652 462
Cost at 31 March 416 272 4,716 3,592 5,132 3,864
Amortisation
At 1 April 9 8 - 6 9 14
Charge for year 107 47 67 - 174 47
Disposals (46) (6) (52)
At 31 March 116 9 67 - 183 9
Net book value at 31 March 300 263 4,649 3,592 4,949 3,855
Net book value at 1 April 2007 120 3,172 3,292
Development
&
Patents
2009
£000
Development
&
Patents
2008
£000
Intellectual
Property
Rights 
2009
£000
Intellectual
Property
Rights
2008
£000
Total
2009
£000
Total
2008
£000
At Cost
At 1 April 2,816 2,265
Additions 356 551
Transferred from non current assets held for sale 100 -
Impairment review (3,260) -
Net carrying value at 31 March 12 2,816
2009
£000
2008
£000
5. Available For Sale Investments
Key assumptions used in intangible asset impairment reviews are based on the same as used for goodwill. (see note 3).
Financial Statements 22 Annual report and accounts 2009
Proventec plc Biocote Limited 696,693 Ordinary 31.5% 703 Powder Coating
Firestop Chemicals Limited
56,946,200 Ordinary 15.6% 1,122
Fire retardant chemicals and
processes
- Loan Notes - 1,335
Oxis Energy Limited 12,061,124 Ordinary 3.9% 100
Early stage developer of
lithium sulphide batteries
Osprey France SARL 175 Ordinary 50% 12
Sale of steam cleaning
equipment
Nature of business
Historic Cost/
Valuation
£000
% Share
Capital 
Held
Type of
Shares
No. of
Shares
Details of the investments held are as follows :-
Certain receivables including payments due under licenses have been impaired following a review of their recoverability.
Trade receivables 3,543 5,914
Other receivables 34 1,457
Prepayments and accrued income 572 4,077
4,149 11,448
Not 
impaired
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
2009 Trade receivables 3,543 1,769 813 110 51 800 3,543
2008 Trade receivables 5,914 1,394 1,635 864 67 1954 5914
2009
£000
2008
£000
Financial Statements
The investments listed above, with the exception of Osprey France SARL have all received or 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 investment in Biocote 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 material 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.
6. Inventories
Finished goods inventories of £2,848,000 (2008:£2,232,000) comprise entirely goods for resale.  
7. Trade And Other Receivables
23 Annual report and accounts 2009 10.  Called Up Share Capital
On 13 May 2008 the  Group’s Ordinary Shares were consolidated into new Ordinary Shares on the basis of one new Ordinary Share for
every 20 existing Ordinary Shares.  
Following the consolidation, the Group’s Ordinary Share capital comprises of 12,170,243 new Ordinary Shares of nominal value of £1
each.  The rights attached to the new Ordinary Shares, including voting and dividend rights, will be the same as the rights attached to the
Ordinary Shares.
Ordinary Shares of 10 pence each (2008 – 5 pence each)
Authorised 50,000 1,000,000
Issued 
At beginning of year 243,405 231,305
Issued in year 249 12,100
Consolidation adjustment (231,235) -
At end of year (Ordinary shares of 10 pence each) 12,419 243,405
2009
Numbers
(’000)
2008
Numbers
(’000)
8. Cash And Cash Equivalents
9. Non Current Assets Held For Sale
Details of the investments held are as follows:-
The investment listed above require further equity funding to achieve its 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 this company.
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. 
Cost at 1 April 275 275
Transferred to available for sale investments (275) -
Cost at 31 March - 275
Impairment and amortisation
At 1 April 175 175
Transferred to available for sale investments (175) -
At 31 March - 175
Net carrying amount at 31 March - 100 
2009
£000
2008
£000
Cash at bank and in hand 1,095 4,042
2009
£000
2008
£000
Notes To The Consolidated Financial Statements (continued)
for the year ended 31 March 2009
Oxis Energy Limited 12,061,124 Ordinary 3.9% 100
Early stage developer of
lithium sulphide batteries
Nature of business
Historic Cost/
Valuation
£000
% Share
Capital 
Held
Type of
Shares
No. of
Shares
Financial Statements 24 Annual report and accounts 2009
Proventec plc On 3 October 2008 the company issued 24,970 shares as part of the consideration for the purchase of  60% of Frank Gmbh.
On 16 December 2008 the company issued 224,506 shares as part of the consideration for the purchase of  60% of CryoJet Industrial
Services BV.
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.
On 31 July 2009 a General Meeting was held and resolutions allowing the company to issue 3,000,000 ordinary shares at a price of 50
pence per share were passed.
11.  Shareholders’ Funds And Statement Of Changes In Shareholders’ Equity
For the year ended 31 March 2009
At 1 April 12,170 21,107 58 (855) 4,822 1,471 38,773
Loss for the year attributable to equity
shareholders
- - - (27,853) - - (27,583)
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 -
Unrealised exchange  movement - - - - 5,764 - 5,764
Movement in year (10,928) (20,952) 27 4,299 5,764 - (21,790)
At 31 March 1,242 155 85 3,444 10,586 1,471 16,983
For the year ended 31 March 2008
At 1 April 11,565 20,641 58 (2,173) 159 1,471 31,721
Profit for the year attributable to equity
shareholders
- - - 1,318 - - 1,318
Unrealised exchange movement - - - - 4,663 - 4,663
Issue of shares 605 466 1,071
Movement in year 605 466 - 1,318 4,663 - 7052
At 31 March 12,170 21,107 58 (855) 4,822 1,471 38,773
Total
£000
Share
Warrants
£000
Foreign
Currency
Reserve
£000
Retained
earnings
£000
Share
options
£000
Share
premium
£000
Share
capital
£000
Financial Statements 25 Annual report and accounts 2009 The loan due within one year attracts interest at 0.5% above the lender’s borrowings rate which at 31 March 2009 was 4.6%. The Loan
and accumulated interest can be converted into Ordinary Shares after 31 December 2006.  The loan has a repayment date of 31 March
2010. 
The loan notes comprise 14,058,000 8.5% fixed rate convertible guaranteed unsecured loan notes. The interest on the loan notes
recognised in the profit and loss account for the year is £1,288,000.  The effective interest rate on the loan notes is 8.86%. The loan
notes are repayable in one final payment on 31 December 2012 which attracts a premium of 22.5% of the principal amount
outstanding. Following the share consolidation on 13 May 2008 (as referred to in note 10) and the placing of 3,000,000 new shares as a
result of the resolutions passed at the General Meeting on 31 July 2009, the loan notes are convertible into Ordinary Shares at the option
of the holder at 50 pence per share.
The fair value of the loan notes has been calculated on the assumption that they will be converted in full. 
13.  Trade And Other Payables
Current
Loan due within one year 2,740 -
Finance lease commitments due within one year 59 59
Loan notes due within one year - -
2,799 59
Non-current
Loans due between two and five years 198 2,625
Loan notes between two and five years 14,025 14,058
Loan notes over five years - -
14,223 16,683
Finance lease commitments
Between one and two years 37 91
14,260 16,774
Total 17,059 16,833
2009
£000
2008
£000
12.  Financial Liabilities - Borrowings
Invoice discounting 1,503 1,676
Trade payables 2,272 2,139
Other taxes and social security 457 318
Other payables 118 649
Accruals 2,448 1,155
6,798 5,937
2009
£000
2008
£000
Notes To The Consolidated Financial Statements (continued)
for the year ended 31 March 2009
The invoice discounting amounts are secured against trade receivables.
Financial Statements 26 Annual report and accounts 2009
Proventec plc 14.  Deferred Tax
Deferred tax is calculated in full on temporary differences under the liability method using a tax rate of 28% (2008: 28%).
No deferred tax is recognised on the unremitted earnings of overseas subsidiaries and associates 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 as permitted by IAS)
during the period are shown above.
15.  Revenue
Revenue analysed by class of turnover is as follows:
Liabilities
At 1  April - 517 517
Profit and loss account 32 (598) (566)
Exchange rate variance - 15 15
At 31 March 32 (66) (34)
Other
£000
Accelerated
capital 
allowances
£000
Total
£000
Net total
At 1 April 517 773
Acquisitions - 28
Movement to payable corporation tax - (550)
Profit and loss account (566) 140
Exchange rate variance 15 126
At 31 March (34) 517
2009
£000
2008
£000
Sale of licences, machinery and cleaning consumables 15,358 13,866
Rendering of services 32 161
15,390 14,027
2009
£000
2008
£000
Financial Statements 27 Annual report and accounts 2009 Notes To The Consolidated Financial Statements (continued)
for the year ended 31 March 2009
16.  Finance Costs
17.  Profit Before Taxation
The following items have been included in arriving at profit before taxation
Depreciation of property, plant and equipment
- owned assets 207   116 
-under finance leases 26 8
Amortisation of intangibles 74 47
Operating leases on property, plant and equipment 410 52 
Profit on sale of investments - (1,125)
Foreign exchange differences (29)   98
Amounts payable to PKF (UK) LLP and their associates by the company and its subsidiaries
amounted to:-
Audit of subsidiaries (including overseas) 60 53
Audit of parent company 40 35
All other services - corporate finance - 17
2009
£000
2008
£000
Finance expense
Bank overdrafts and short term borrowings - -
Loans 1,651 1,309
Finance leases 12 4
1,663 1,313
Finance income
Bank and other short term deposits 121 293
1,542 1,020
2009
£000
2008
£000
Financial Statements 28 Annual report and accounts 2009
Proventec plc 19.  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 year.
Factors affecting the tax charge for the period
(Loss)/profit before tax (28,648) 1,350
Profit on ordinary activities multiplied by standard rate of corporation tax in the 
UK of 28% (2008: 30%)
(8,021) 405
Effects of:
Income not chargeable and expenses not deductible for tax purposes 5,787 (373)
Deferred tax asset not previously recognised (25) (15)
Different tax rates on overseas earnings 71 4
Adjustments in respect of previous periods (182) -
Current tax losses use against previous periods profits 150 -
Current tax losses not utilised 1,472 -
Total taxation (748) 21
2009
£000
2008
£000
18.  Taxation
Current tax (182) 21
Deferred tax (566) (14)
Taxation (748) 7
2009
£000
2008
£000
Profit attributable to equity holders of the Group (27,853) 1,318
Weighted average number of Ordinary Shares in issue (thousands) 12,247 12,009
Basic (loss)/earnings per share (pence) (227.4) 10.9
2009
£000
2008
£000
Taxation for other jurisdictions in which the group operates is calculated at the prevailing rates in the relevant jurisdiction.
Financial Statements 29 Annual report and accounts 2009 Notes To The Consolidated Financial Statements (continued)
for the year ended 31 March 2009
Financial Statements 30 Annual report and accounts 2009
Proventec plc
19.  Earnings Per Share (continued)
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.  For the share options, a calculation is done to determine the number of shares that could have been acquired at fair value
(determined as the average annual market share price of the Group’s shares) based on the monetary value of the subscription rights
attached to outstanding share options.  The number of shares calculated as above is compared with the number of shares that would
have been issued assuming the exercise of the share options.  The conversion of the outstanding warrants and convertible loan notes do
not result in a decreased earnings per share or increased loss per share and are therefore not treated as dilutive potential Ordinary Shares.
(Loss)/profit attributable to equity holders of the Group (27,853) 1,318
Weighted average number of Ordinary Shares for diluted earnings per share (thousands) 12,247 12,009
Diluted (loss)/earnings per share (pence) (227.4) 10.9
2009
£000
2008
£000
Not later than one year 57 43
Later than one year but not more than five years 30 87
87 130
Future finance charges on finance leases 8 20
Carrying amount of finance lease liabilities 95 150
2009
£000
2008
£000
On 13 May 2008 the Group’s Ordinary Shares were consolidated into new Ordinary Shares on the basis of one new Ordinary Share for
every 20 existing Ordinary Shares.  Following the consolidation, the Group’s Ordinary Share capital comprises of 12,170,243 new
Ordinary Shares of nominal value of £1 each.  The rights attached to the new Ordinary Shares, including voting and dividend rights, will
be the same as the rights attached to the Ordinary Shares.
The calculation of earnings per share has been calculated as though this consolidation of shares has always been in effect. 
20.  Financial Liabilities 
Minimum lease payments
The minimum lease payments under finance leases fall due as follows On 13 May 2008 the  Group’s Ordinary Shares were consolidated into new Ordinary Shares on the basis of one new Ordinary Share for
every 20 existing Ordinary Shares.  The opening Share Options, Warrants and exercise price have been restated accordingly.
In accordance with IFRS2, the fair value of equity-settled share-based payments to employees is determined at the date of grant and is
expensed on a straight line basis over the vesting period based on the Group’s estimate of shares that will eventually vest. The total
charge for the year relating to employee share based payment plans was 27,840 (2008:£nil). The fair value is measured using the Black-
Scholes model. The fair value per option granted and the assumptions used in the calculations are as follows:
Executive
660p 40,750 - - (7,500) 33,250 19.06.2002 19.06.2012
120p 190,000 - - (117,500) 72,500 27.05.2004 27.05.2014
250p 12,000 - - (12,000) - 01.04.2005 01.04.2015
280p 77,500 - - - 77,500 25.08.2005 25.08.2015
137.5p - 928,000 - - 928,000 13.05.2008 12.05.2018
Total 320,250 928,000 - (137,000) 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
5,945,250 928,000 - (137,000) 6,736,250
Expiry date
Date from 
which 
exercisable
31 March
2009 Lapsed Exercised Granted
31 March
2008
Exercise
Price per share
21.  Share Based Payments
Movements on share options and warrants during the year were as follows:-
Executive Share Options
Issue 1 Issue 2 Issue 3
Grant date 1 April 05 24 August 05 13 May 08
Share price at grant date (pence) 12.5p 10.75p 137.5p
Exercise price (pence) 12.5p 14p 137.5p
Number of shares under option 240,000 1,550,000 928,000
Vesting period (years) - - -
Expected volatility (%) 30% 30% 25%
Expected option life (years) 4 6 4
Risk free rate (%) 4.5% 4.5% 3%
Expected dividend yield - - -
Possibility of ceasing employment before vesting - - -
Expectation of meeting performance criteria Fully met Fully met Fully met
Fair value per option (pence) 0.04p 0.03p 0.03p
Financial Statements 31 Annual report and accounts 2009 Notes To The Consolidated Financial Statements (continued)
for the year ended 31 March 2009
21.  Share Based Payments (continued)
The expected volatility is based on historical volatility over the last three years. The expected life is the average expected period to
exercise. The risk free rate of return is the yield on zero-coupon UK Government bonds of a term consistent with the assumed option life. 
A reconciliation of option movements over the year to 31 March 2009 is shown below.
The expected volatility is based on historical volatility over the last three years. The expected life is the average expected period to
exercise. The risk free rate of return is the yield on zero-coupon UK Government bonds of a term consistent with the assumed option life.
A reconciliation of warrant movements over the year to 31 March 2009 is shown below.
Share option and savings related schemes
Outstanding at 1 April 320,250 240p 6,405,000 12p
Granted 928,000 137.5p - -
Exercised - - - -
Lapsed (137,000) 161p - -
Outstanding at 31 March 1,111,250 162p 6,405,000 12p
Exercisable at 31 March 1,111,250 162p 6,405,000 12p
2008
Number
2009
Weighted average
exercise price
Pence
2009
Number
2008
Weighted average
exercise price
Pence
Warrants
Outstanding at 1 April 5,625,000 700p 112,500,000 35p
Granted - - - -
Exercised - - - -
Lapsed - - - -
Outstanding at 31 March 5,625,000 700p 112,500,000 35p
Exercisable at 31 March 5,625,000 700p 112,500,000 35p
2008
Number
2009
Weighted average
exercise price
Pence
2009
Number
2008
Weighted average
exercise price
Pence
Financial Statements 32 Annual report and accounts 2009
Proventec plc 22.  Cash Flow From Operating Activities
23.  Property, Plant And Equipment
During the year, the Group acquired property, plant and equipment of £294,000 (2008: £285,000) by means of cash payments.
24.  Business Combinations
Frank GmbH
On 31 August 2008, the Group acquired 60% of the share capital of Frank GmbH (Germany), a company specialising in high pressure
cleaning technologies.  The acquired business contributed revenues of £1,089,617 and net profit of £20,919 to the Group for the period
from 31 August 2008 to 31 March 2009.  These amounts have been calculated using the Group’s accounting policies.
Details of net assets acquired and goodwill are as follows:
(Loss)/profit before taxation (28,648) 1,338
Depreciation of property, plant and equipment 233 107
Amortisation of intangible assets 174 47
Finance costs 1,542 1,020
Share of profit/(loss) in joint venture (27) 19
Profit on disposal of investments - (1,125)
Loss on disposal of fixed assets 1 -
Impairment of goodwill and investments 19,270 -
Transfer to share option reserve 27 -
Changes in working capital (excluding effect of acquisitions and disposals) (7,428) 1,406
Increase in inventory (262) (176)
Decrease/(increase) in trade and other receivables 7,724 (3,402)
Increase in trade and other payables 336 761
Cash generated/(outflow) from operations 370 (1,411)
2009
£000
2008
£000
Purchase consideration:
- cash paid 133
- issue of shares in Proventec Plc 41 
Total purchase consideration 174
Fair value of net assets acquired (1)
Goodwill (note 3) 175
£000
The goodwill is attributable to the workforce of the acquired business and the significant synergies expected to arise after the Group’s
acquisition of Frank GmbH.
Financial Statements 33 Annual report and accounts 2009 The goodwill is attributable to the workforce of the acquired business and the significant synergies expected to arise after the Group’s
acquisition of CryoJet Industrial Services BV.
Notes To The Consolidated Financial Statements (continued)
for the year ended 31 March 2009
24.  Business Combinations (continued)
The assets and liabilities as of 31 August 2008 arising from the acquisition are as follows:-
Purchase consideration:
- cash paid 644
- issue of shares in Proventec Plc 233
Total purchase consideration 877
Fair value of net assets acquired 46
Goodwill (note 3) 831
£000
CryoJet Industrial Services BV.
On 30 September 2008, the Group acquired 60% of the share capital of CryoJet Industrial Services BV. (The Netherlands), a company
specialising in cryogenic cleaning technologies.  The acquired business contributed revenues of £399,618 and net losses of £5,333 to the
Group for the period from 30 September 2008 to 31 March 2009.  These amounts have been calculated using the Group’s accounting
policies.
Details of net assets acquired and goodwill are as follows:
Property, plant and equipment (Note 1) 32 32
Intangible fixed assets 514 514
Inventories 354 354
Cash and cash equivalents 4 4
Trade and other receivables 182 182
Trade and other payables (192) (192)
Debts to credit institutions (76) (76)
Loans (819) (819)
Net assets (1) (1)
Minority interests (40%) (0)
Net assets acquired (1)
Purchase consideration settled in cash 133
Cash and cash equivalents in subsidiary acquired 4
Cash outflow on acquisition 129
Fair value
£000
Acquiree’s
Carrying amount 
£000
Financial Statements 34 Annual report and accounts 2009
Proventec plc Property, plant and equipment (Note 1) 125 125
Intangible fixed assets 3 3
Goodwill 115 115
Cash and cash equivalents 11 11
Trade and other receivables 317 317
Trade and other payables (492) (492)
Net assets 79 79
Minority interests (40%) (33)
Net assets acquired 46
Purchase consideration settled in cash 644
Cash and cash equivalents in subsidiary acquired (11)
Cash outflow on acquisition 633
Fair
Value
£000
Acquiree’s
Carrying
amount
£000
Staff costs for the Group during the year
Wages and salaries 3,757 1,869
Social security costs 333 210
Pension costs 63 56
4,153 2,135
2009
£000
2008
£000
Number of employees
Average number of employees 121 66
2009
Number
2008
Number
Directors
Aggregate emoluments 443 405
2009
£000
2008
£000
Emoluments 156 156
2009
£000
2008
£000
The assets and liabilities as of 30 September 2008 arising from the acquisition are as follows:
25.  Employees And Key Management
Payments to directors consist of basic salaries, fees and pension. No benefits bonuses or compensation for loss of office have been paid.
The amounts in respect of the highest paid director are as follows:-
Financial Statements 35 Annual report and accounts 2009 Notes To The Consolidated Financial Statements (continued)
for the year ended 31 March 2009
26.  Operating Lease Commitments – Minimum Lease Payments
United Kingdom 14,632 27,998
Holland 26,574 34,309
Total 41,206 62,307
2009
Total
£000
2008
Total
£000
United Kingdom - 3,665
Holland 1,051 214
Total 1,051 3,879
2009
Total
£000
2008
Total
£000
27.  Related Parties
The Group has investments in certain companies.  The Group provides funds to these companies and charges them interest and
management fees.
The Group charged £5,004 to the Group’s available for sale investments for accounting, legal and admin services. 
The Group also charged £16,200 to Medavinci Plc for legal and admin services, a company that has common directors. 
28.  Segmental Reporting
The Group operates under two primary segments, one being the sale of cleaning products, the other being the sale of fire retarding
products.  The fire retardant segment information is negligible in relation to the Group reported figures.  Therefore the segmental
disclosure requirements are not required to be disclosed in the financial statements.  However secondary segments are by geographical
segments and the analysis is as follows:
Carrying value of segment assets by geographical location
Commitments under non-cancellable operating
leases expiring
Within one year 288 167 140 132
Between two and five years 396 140 203 102
After five years - - 19
684 307 343 253
2009
£000
2008
£000
Property Vehicles, Plant & Equipment
2009
£000
2008
£000
Total costs incurred during the year to acquire segment assets:
29.  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.
Financial Statements 36 Annual report and accounts 2009
Proventec plc 30.  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 and credit risk.
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. 
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. This analysis is for illustrative purposes only.
At 31 March 2008
Impact on income statement : gain/(loss) (15) 12
Impact on equity : gain/ (loss) 3593 (2,940)
At 31 March 2009
Impact on income statement : gain/(loss) (227) 186
Impact on equity : gain/ (loss) 4033 (3,301)
10%
weakening in
sterling
£000
10%
strengthening
in sterling
£000
Financial Statements 37 Annual report and accounts 2009 The contractual maturity of the Group’s financial liabilities is as follows:
Timing of cash flows
Within one year - 59 2,139 1,676 3,874
Between one and two years - 91 - - 91
Between two and five years 16,683 - - - 16,683
At 31 March 2008 16,683 150 2,139 1,676 20,648
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
Total
£000
Invoice 
discounting
£000
Trade 
payables
£000
Finance 
leases
£000
Loans and 
loan notes
£000
Financial assets
Available for sale investments 12 12 2,816 2,816
Loans and receivables
Trade and other receivables 3,577 3,577 7,371 7,371
Cash and cash equivalents 1,095 1,095 4,042 4,042
4,672 4,672 11,413 11,413
Financial liabilities measured at amortised cost
Non current borrowings 14,260 14,260 16,774 16,774
Current borrowings 2,799 2,799 59 59
Trade and other payables 6,798 6,798 5,937 5,937
23,857 23,857 22,770 22,770
Fair
value
£000
Carrying 
value
£000
2008
Fair
value
£000
Carrying 
value
£000
Classes and fair values of financial instruments are as follows:-
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.
Financial risk factors
Accounts receivable and accounts payable, arising from normal trade transactions, are expected to be settled within normal credit terms.
31.  Post Balance Sheet Events 
At a General meeting held on 31July 2009, the appropriate resolutions were passed to allow the placing of 3,000,000 shares at 50p per
share, raising £1,500,000 before expenses. Following the placing of these shares the conversion price of the 14,058,000 8.5% fixed rate
convertible guaranteed unsecured loan notes was amended to 50p per share.
Financial Statements 38 Annual report and accounts 2009
Proventec plc
Notes To The Consolidated Financial Statements (continued)
for the year ended 31 March 2009
2009 The financial statements were approved and authorised for issue by the board on 4 August 2009 and signed on behalf of the board of
directors.
D Chestnutt
Director
Company Balance Sheet
at 31 March 2009
Fixed assets
Tangible fixed assets 2 7 -
Fixed asset Investments 3 - -
Investment in subsidiaries 4 15,221 31,221
15,228 31,221
Current assets
Debtors 5 11,940 13,837
Cash at bank and in hand 5 3,623
11,945 17,460
Creditors: amounts falling due within one year 6 (6,075) (3,172)
Net current assets 5,870 14,288
Creditors: amounts falling due after one year 7 (14,025) (16,839)
7,073 28,670
Capital and reserves
Called up share capital 8 1,242 12,170
Share premium reserve 9 - 20,954
Profit and loss account 9 5,831 (4,454)
Shareholders’ funds 10 7,073 28,670
2009
£000 Notes
2008
£000
Financial Statements 39 Annual report and accounts 2009 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.
(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.
Notes To The Financial Statements
for the year ended 31 March 2009
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.
Financial Statements 40 Annual report and accounts 2009
Proventec plc Details of the investments held are as follows:-
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
Nature of 
Business
Historic Cost/
Valuation
£000
% Share
Capital Held
Type of
Shares
No. of
Shares
3. Fixed Asset Investments
2. Tangible Fixed Assets
Cost
At 1 April -
Additions 9
At 31 March 9
Depreciation
At 1 April -
Charge for the year 2
At 31 March 2
Net book value at 31 March 2009 (2008 - £Nil) 7
31 March
2009
£000
Cost
At 1 April -
Additions 3,729
At 31 March 3,729
Impairment and amortisation
At 1 April -
Impairment loss 3,729
At 31 March 3,729
Net carrying amount at 31 March -
2009
£000
Financial Statements 41 Annual report and accounts 2009 Notes To The Financial Statements (continued)
for the year ended 31 March 2009
31 March
2009
£000
The three investments listed above were transferred at carrying value from a subsidiary undertaking. 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.
4. Investments In Subsidiaries
Cost
At 1 April 2008 31,221
Additions -
Impairments (16,000)
Disposals -  
Net book value at 31 March 2009 15,221
Net book value at 31 March 2008 31,221
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 goodwill 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 2010, 2011 and 2012 and 5% thereafter.
• The cash flows have been discounted using a discount rate of 7.5% derived from the estimated weighted average cost of capital.
Based on the results of this review, the directors believe that the carrying value of Osprey Deepclean Ltd and InnoCleaning Magma
Holdings BV should be impaired by £16,000,000.
Directly held
Flintstone Management 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 18,001 100 26,141,354
Provider of steam cleaning machines
and accessories and preventive
coatings
Invescotec Limited 80,000 80 80,000
Holding share and other investments
and earning investment income
Nature of 
Business
%
Held
Cost
£
No. of
Ordinary
Shares
Financial Statements 42 Annual report and accounts 2009
Proventec plc Loan and loan notes due between one and five years 14,025 16,839
2009
£000
2008
£000
7. Creditors: Amounts Falling Due After One Year
5. Debtors
6. Creditors: Amounts Falling Due Within One Year
OspreyDeepclean International Limited 1000 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.
Frank GmbH 1 60 174,000
Manufacturers of high pressure
cleaning technologies
CryoJet Industrial Services BV 300 60 877,000 Provider of cryogenic cleaning services
Nature of 
Business
%
Held
Cost
£
No. of
Ordinary
Shares
Indirectly held
VAT recoverable 6 -
Amounts due from Group undertakings 11,895 13,473
Other debtors and prepayment 39 364
11,940 13,837
2009
£000
2008
£000
Other loans 2,635 -
Trade creditors and accruals 1,314 1,129
Amounts owed to Group undertakings 2,126 2,002
VAT payable - 41            
6,075 3,172
2009
£000
2008
£000
The loan notes comprise 14,058,000 8.5% fixed rate convertible guaranteed unsecured loan notes. The effective interest rate on the loan
notes is 8.86%. The loan notes are repayable in one final payment on 31 December 2012 which attracts a premium of 22.5% of the
principal amount outstanding. Following the share consolidation on 13 May 2008 (Note 8)  and the placing of 3,000,000 new shares as a
result of the resolutions passed at the General Meeting on 31 July 2009 (Note 12) , the loan notes are convertible into Ordinary Shares at
the option of the holder at 50 pence per share.
Financial Statements 43 Annual report and accounts 2009 Notes To The Financial Statements (continued)
for the year ended 31 March 2009
8. Share Capital
Ordinary Shares of 10 pence each (2008 – 5 pence each)
Authorised 50,000 1,000,000
Issued 
At beginning of year 243,405 231,305
Issued in year 249 12,100
Consolidation adjustment (231,235) -
At end of year (Ordinary shares of 10 pence each) 12,419 243,405
2009
Numbers
(’000)
2008
Numbers
(’000)
On 13 May 2008 the  Group’s Ordinary Shares were consolidated into new Ordinary Shares on the basis of one new Ordinary Share for
every 20 existing Ordinary Shares.  
Following the consolidation, the Group’s Ordinary Share capital comprises of 12,170,243 new Ordinary Shares of nominal value of £1
each.  The rights attached to the new Ordinary Shares, including voting and dividend rights, will be the same as the rights attached to the
Ordinary Shares.
On 3 October 2008 The company issued 24,970 shares as part of the consideration for the purchase of  60% of Frank Gmbh.
On 16 December 2008 The company issued 224,506 shares as part of the consideration for the purchase of  60% of CryoJet Industrial
Services BV.
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
On 31 July 2009 a General Meeting was held and resolutions allowing the company to issue 3,000,000 ordinary shares at a price of 50
pence per share were passed.
As at 1 April 2008 20,954 (4,454)
Loss for the year - (21,896)
On issue of shares 24 -
Cancellation of share premium account (20,978) 20,978
Reduction of share capital - 11,176
On issue of share options - 27
As at 31 March 2009 - 5,831
Share
premium
£000
Profit & Loss
Account
£000
9. Reserves
Financial Statements 44 Annual report and accounts 2009
Proventec plc 12.  Post Balance Sheet Events 
At a General meeting held on 31July 2009, the appropriate resolutions were passed to allow the placing of 3,000,000 shares at 50p per
share, raising £1,500,000 before expenses. Following the placing of these shares the conversion price of the 14,058,000 8.5% fixed rate
convertible guaranteed unsecured loan notes was amended to 50p per share.
13.  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.
Payments to directors consist of basic salaries, fees and pension contributions. No benefits bonuses or compensation for loss of office
have been paid.
10.  Reconciliation Of Movement In Equity Shareholders’ Funds
Loss for the year (21,896) (1,393)
On issue of shares 272 1,071
On issue of share options 27 -
(21,597) (322)
Opening shareholders’ funds 28,670 28,992
Closing shareholders’ funds 7,073 28,670
31 March
2009
£000
31 March
2008
£000
Staff costs for the Company during the year
Wages and salaries 347 247
Social security costs 21 16
368 263
2009
Total
£000
2008
Total
£000
Number of employees
Average number of employees 8 8
2009
Number
2008
Number
Directors
Aggregate emoluments 205 159
2009
£000
2008
£000
11.  Employees And Key Management
Financial Statements 45 Annual report and accounts 2009 Notice of Annual General Meeting
NOTICE IS HEREBY given that the 2009 Annual General Meeting of Proventec plc (“the Company”) will be held at the offices of Seymour
Pierce Limited, 20 Old Bailey, London, EC4M 7EN on 29 September 2009 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 31 March 2009 together with the reports of the
directors and auditors thereon.
2. To re-appoint Guido Schoenmakers, who retires under article 108 of the Company's Articles of Association, as a director.
3. To re-elect Thomas Stuecken, who retires by rotation in accordance with the Company’s Articles of Association, as a director.
4. To re-elect Peter Teerlink, who retires by rotation in accordance with the Company’s Articles of Association, as a director.
5. 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 6 will be proposed as an ordinary resolution and
resolution 7 will be proposed as a special resolution.
Ordinary Resolution
6. THAT the directors be and they are generally and unconditionally authorised in accordance with Section 80 of the Companies Act
1985 (“the Act”) to exercise all the powers of the Company to allot relevant securities (within the meaning of Section 80(2) of the Act)
up to a nominal amount of £15,370,894 for a period expiring at the conclusion of the Annual General Meeting of the Company to be
held in 2014 (or if earlier upon the fifth anniversary of the passing of this resolution) PROVIDED THAT the Company may, pursuant to
this authority, make offers or agreements before the expiry of this authority which would or might require relevant securities be
allotted after such expiry and the directors may allot relevant securities in pursuance of such offers or agreements as if the authority
conferred hereby had not expired and THAT this authorisation shall be in substitution for all previous authorities conferred on the
directors in accordance with Section 80 of the Act.
Special Resolution
7. THAT the directors be empowered pursuant to Section 95 of the Act to allot equity securities (as defined in Section 94(2) of the Act)
pursuant to the authority conferred by resolution 6 above as if Section 89(1) of the Act did not apply to such allotment PROVIDED
THAT this power shall be limited to:-
(a) the allotment of up to 30,000,000 Ordinary Shares of 10 pence each in the capital of the Company (“Ordinary Shares”) in
connection with the conversion of the Loan Notes issued pursuant to the Loan Note Instrument executed by the Company on 24
August 2005 (as amended and restated by amendment and restatement deeds dated 8 March 2006, 27 March 2008 and 4
November 2008 respectively);
(b) the allotment of up to 1,406,250 Ordinary Shares in the capital of the Company at a price of £2.80 per Ordinary Share in
connection with the exercise of Series 1 Warrants issued pursuant to the Series 1 Warrant Instrument executed by the Company on
24 August 2005;
(c) the allotment of up to 1,406,250 Ordinary Shares in the capital of the Company at a price of £5.60 per Ordinary Share in
connection with the exercise of Series 2 Warrants issued pursuant to the Series 2 Warrant Instrument executed by the Company on
24 August 2005;
(d) the allotment of up to 1,406,250 Ordinary Shares in the capital of the Company at a price of £8.40 per Ordinary Share in
connection with the exercise of Series 3 Warrants issued pursuant to the Series 3 Warrant Instrument executed by the Company on
24 August 2005;
(e) the allotment of up to 1,406,250 Ordinary Shares in the capital of the Company at a price of £11.20 per Ordinary Share in
connection with the exercise of Series 4 Warrants issued pursuant to the Series 4 Warrant Instrument executed by the Company on
24 August 2005; 
(f) the grant of options over Ordinary Shares (pursuant to the terms of the Company’s share option schemes) representing up to 10%
of the issued share capital of the Company from time to time (and the issue of Ordinary Shares pursuant to the exercise of such
options); 
(g) the allotment (other than pursuant to paragraphs (a) to (f) above) of equity securities up to a maximum aggregate nominal amount
of £154,197 (being approximately 10% of the issued Ordinary Share capital of the Company at the date hereof); 
(h) the allotment (other than pursuant to paragraphs (a) to (g) above) of equity securities up to a maximum aggregate nominal
amount of £10,000,000 (less the nominal value of any equity securities issuable pursuant to any exercise of the authority referred
Financial Statements 46 Annual report and accounts 2009
Proventec plc to in paragraph (i) below) at a price per share which is not less than the average closing mid market price of the Company’s
Ordinary Shares on AIM (as certified by the Company’s nominated brokers) for the 10 business days prior to their allotment (or for
such other period as the directors elect); 
(i) the issue of debt (or debt securities) convertible into equity securities provided always that:- 
(i) the debt (or debt securities) in question must not be convertible into equity securities at a conversion value of less than the
average closing mid market price of the Company’s Ordinary Shares on AIM (as certified by the Company’s nominated brokers)
for the 10 business days prior to the issue of the debt (or debt securities) in question (or for such other period as the directors
elect), 
(ii) the maximum nominal value of the equity securities into which such debt (or debt securities) is convertible shall not exceed
£10,000,000 (less the nominal value of any equity securities issued pursuant to any exercise of the authority referred to in
paragraph (h) above); and
(j) the allotment (other than pursuant to paragraphs (a) to (i) above) of equity securities up to a maximum aggregate nominal amount
of £1,500,000 in connection with the issue of Ordinary Shares (instead of the payment of corresponding cash interest) to some or
all of the holders of the Loan Notes referred to at paragraph (a) above (in respect of some or all of the corresponding cash interest,
as the holder in question may elect from time to time), provided that such shares are issued at a price per share (or deemed (by
reference to the corresponding cash interest) price per share) which is not more than a 15% discount to the weighted average
closing mid market price of the Company’s Ordinary Shares on AIM (as certified by the Company’s nominated brokers) for such
period as may be specified from time to time in the Loan Note Instrument (as amended and restated from time to time), 
PROVIDED THAT this power shall expire at the conclusion of the Annual General Meeting of the Company to be held in 2014 (or, if
earlier, upon the fifth anniversary of the passing of this resolution) save that the Company may make offers or agreements which
would or might require equity securities to be allotted in pursuance of such offers or agreements as if the power conferred hereby
had not expired and THAT this power shall be in substitution for all powers previously conferred upon the directors pursuant to
Section 95 of the Act.
By order of the board
A N Whiteley
Company Secretary
Registered Office: 6th Floor, CityPoint, One Ropemaker Street, London, EC2Y 9AH.
21 August 2009
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, Proxies Department,
The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU not less than 48 hours before the time of the Meeting 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.
Financial Statements 47 Annual report and accounts 2009 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”) must 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 15,419,719 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 15,419,719.
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 6.00 pm on 27 September 2009 (the Voting Record Time), or if the meeting is adjourned, at 6.00
pm on the day which is two days before the day of such adjourned meeting.
12. The directors unanimously recommend that members vote in favour of all the resolutions set out in the notice of the Annual General
Meeting. The directors confirm (for the purposes of section 95(5) of the Companies Act 1985) that resolution 7 is recommended by
the directors as being appropriate in order to meet the Company's existing obligations and to allow (subject to the limitations set out
in resolution 7, including where applicable limitations (which the directors consider to be suitable) as to the minimum price at which
equity securities may be allotted) the Company appropriate flexibility (whether to raise further funds or otherwise) to allot equity
securities on a non pre-emptive basis. 
Financial Statements 48 Annual report and accounts 2009
Proventec plc
Notice of Annual General Meeting (continued) 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. 
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.
Contents
Overview
01
01 Highlights
02 Chairman’s Statement
03 Business Overview
04 Chief Executive’s Report
06 Board of Directors
07 Director’s Report
09 Statement of Directors’ Responsibilities
10 Independent Auditors’ Report to the Members
11  Consolidated Balance Sheet
12  Consolidated Income Statement
13  Consolidated Statement of Recognised Income and Expense
14  Consolidated Cash Flow Statement
15  Accounting Policies
21  Notes to the Consolidated Financial Statements
39  Company Balance Sheet
40  Notes to the Financial Statements
46  Notice of Annual General Meeting
07
Governance
11
Financial Statements
Proventec plc
 Annual report and accounts 2009 49 Financial Statements         
Proventec plc
 Annual report and accounts 2009
Directors
P Teerlink* (Chairman)
D Chestnutt (Chief Executive)
T Stuecken  (Chief Commercial Ofﬁ cer)
G Schoenmakers (Chief Operating Ofﬁ cer)
M Hough* (Non Executive)
*Member of Audit Committee and Remuneration Committee
Secretary
A N Whiteley
Registered Ofﬁ ce
6th Floor Citypoint
1 Ropemaker Street
London
EC2Y 9AH
Registered Number
4134409
Auditors
PKF (UK) LLP
5 Temple Square
Temple Street
Liverpool
L2 5RH
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
Retail Broker
Dowgate Capital Stockbrokers Limited
Talisman House
Jubilee Walk
Three Bridges
Crawley
West Sussex
RH10 1LQ
Directors and Advisors
27672 Proventec Cover.indd   2 27672 Proventec Cover.indd   2 18/8/09   15:17:40 18/8/09   15:17:40 Rising to the challenge
Proventec plc
Annual Report and accounts 2009
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
27672 Proventec Cover.indd   1 27672 Proventec Cover.indd   1 18/8/09   15:17:39 18/8/09   15:17:39