proventec plc
annual report 
and accounts 2007
 proventec plc annual report and accounts 2007
proventec plc
49 rod ney s treet
liverpool
l1 9ew
t 44 0151 706 0626
f 44 0151 706 0627
e infoproventecplccom
wwwproventecplccom 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 01 hig hlig hts
02 chai rman’s statement
03 business overvie w
04 chief exe cuti ve’s report
08 board of di rectors
09 di rectors’ report
11  statement of di rectors’ resp onsi bilities
12  i ndependent a udit ors’ report t o t he  
members of provente c plc
13 cons olid ated b al ance sheet
14 cons olid ated i ncome statement
15  cons olid ated statement of re cognised  
i ncome and expense
16 cons olid ated c ash f l ow statement
17 accounting poli cies
21  notes t o t he cons olid ated  
f in anci al statements
31 company b al ance sheet
32  notes t o t he f in anci al statements
34  di rectors and ad vise rs
35  noti ce of ann ual g eneral meeting 01 proventec annual report and accounts 2007
highlights
  turnover up 46 to £496 million 2006 £34 million
  ebitda doubled to £226 million 2006 £11 million
  profit after tax increased to £107 million 2006 £474000
  acquisition of contico manufacturing limited
  established a french joint venture ospreyfrance
  sales of ospreydeepclean machines increased by more than 30
  expansion of osprey network
  disposal of hardide plc and ultra motor company limited investments
£4 96m
group turnover
£2 26m
ebitda
£ 1 07m
profit after tax proventec 02 annual report and accounts 2007
c ha irman’ s statemen t
during the last 12 months the group has 
continued to expand and develop the core 
trading businesses of ospreydeepclean  
and magma 
the strategy of selling our noncore 
investments has continued and during the 
year we completed our exit from hardide plc 
and disposed of our shareholding in ultra 
motor company limited
the funds from those disposals together  
with our own resources have been used to 
promote and expand the ospreydeepclean 
brand in february 2007 we established a 
joint venture vehicle in france and over the 
year we have also progressed talks with other 
potential partners in mainland europe to 
position us best to develop the distribution 
network that is required for the group’s 
continued growth
to that end we were able to complete an 
acquisition of 80 of contico manufacturing 
limited “contico” just after the year end 
which will change the profile and distribution 
network for ospreydeepclean in the united 
kingdom and further afield contico is a 
manufacturer and distributor of cleaning  
and hygiene products with an established 
distribution network throughout the united 
kingdom it also has trading relationships in 
europe the middle east and the far east
your board mindful of the cost of the 
acquisition of contico secured a private 
placing of 5 of the share capital at 9 pence 
per share which the directors considered to 
be an appropriate discount to the market 
price of the shares this transaction was 
completed on 29 june 2007 the proceeds of 
that placing have substantially replenished the 
group’s cash reserves which were used to 
finance the acquisition of contico
looking forward a new steam cleaning 
machine the development manufacture and 
supply of which was commissioned just over  
a year ago should be available in the second 
half of this year and in full manufacture by 
october 2007
the development team in the group’s  
flame retardant business magma has  
made an exciting technical breakthrough in 
collaboration with a major paint manufacturer 
and new product lines arising from this 
cooperation are expected to be available 
before the end of 2007
in conclusion i believe that during the 
financial year ended 31 march 2007 we have 
enjoyed a number of successes upon which  
to develop the businesses and the portents 
for the coming financial year and beyond  
are good
i would like to express my thanks to my 
colleagues on the board together with all  
the group’s employees for their hard work  
in driving proventec forward both over the 
last year to date and in anticipation of their 
efforts in the future
peter teerlink
chairman
the group has 
established an excellent 
foundation upon which 
to develop and expand 
the group 03 proventec annual report and accounts 2007
business over view
1 00
ownership
hygiene solutions
the effective use of steam cleaning equipment 
and specialist accessories results in the highest 
standard of hygienic cleaning combating the 
spread of bacteria and hai healthcare 
associated infections
£43m
turnover
1 00
ownership
fir e reta r dants
the range of magma coatings for timber 
thatch and related products has passed the 
appropriate european classification for flame 
retardancy and innoshield has been successfully 
trialed as a speciality marine coating
£05m
turnover
 hygiene solutions 
 coatings
our geogr aphic pr esence 
from our offices in the uk and 
holland we are supplying products 
across the globe to europe north 
america and australasia
73
employees agents 
and distributors proventec 04 annual report and accounts 2007
c hief exec utive’s re por t
i am pleased to report the results for the year 
ended 31 march 2007 the numbers tell only 
part of the story but do not reflect the time 
and hard work that has gone into the group’s 
development over the last 12 months
financial highlights
in the year to 31 march 2007 highlights of 
the group’s results included
turnover up to £496 million 2006  
£34 million
ebitda increased to £226 million 2006 
£117 million
profit after tax increased to £107 million 
2006 £474000
the group’s cash balances stood at £54 
million at the end of march but since then 
£37 million has been utilised as part of the 
consideration for proventec’s acquisition of  
an 80 interest in contico manufacturing 
limited to supplement our cash balances on 
29 june 2007 we placed 11500000 shares 
at 9 pence raising £1003950 net of 
expenses 
hygiene
sales of the ospreydeepclean range of 
industrial and commercial steam cleaning 
machines increased by more than 30 on  
an annual basis
under the leadership of thomas stuecken 
ospreydeepclean operates through three 
trading companies
uk sales – based in cheltenham
international sales excluding benelux and 
germany – based in cheltenham
benelux and germany – based in 
r otterdam
the growth in sales has been encouraging 
but we are especially pleased with the 
establishment and initial growth in the north 
american market which has formed a sound 
platform for further expansion the group  
is over half way to its target of developing 15 
new distributors to cover the united states 
sales of industrial steam cleaning machines  
in the united states grew from a standing 
start to more than £400000 in the year  
and further growth has been identified and 
targeted for the present year
in february we entered into a joint venture 
with a partner in france and although it  
was too late in the financial year to impact  
on the results to 31 march 2007 there  
are encouraging signs that in this current  
year the trading results will meet your  
board’s expectations
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sales in the czech r epublic grew by 20  
in the year and new distributors in poland 
hungary and singapore were appointed 
extending the global coverage of 
ospreydeepclean
in the netherlands the marketing approach 
was restructured to complement the uk 
trading model and the range of machines has 
now been extended to 20 with the number 
of distributors increased to 14
new specialist accessories for the healthcare 
market have been developed tested and 
patented and these will be available from the 
autumn of this year 
in the uk the continuing healthcare studies 
in conjunction with the university college 
london hospital are nearing successful 
completion many of these tests are being 
replicated and approved in europe by  
tno the dutch organisation for applied 
scientific research
ospreydeepclean has also received approval 
and preferred supplier status with a number 
of large organisations including carillion  
pall mall mitie interserve maclellan and 
many others
our steam cleaning equipment has also been 
adopted by carnival the world’s largest cruise 
line company and other cruise lines including 
fred olsen and norwegian shipping
through attendance at trade shows and 
similar events we have continued to promote 
and champion the awareness of steam  
as an efficient and cost effective cleaning 
medium and as the cleaning system of  
choice in the fight to eradicate  
healthcare acquired infections
since the end of the year we have completed 
an acquisition of an 80 interest in contico 
manufacturing limited “contico” a 
manufacturer and distributor of cleaning and 
hygiene equipment and liquid dispensing 
systems for £55 million we financed this 
with borrowings of £18 million from our 
bankers r oyal bank of scotland and cash 
from our own resources 
proventec’s aim is to be 
the leading provider of 
cutting edge hygiene 
solutions that are based 
on steam technologies 
and preventative 
coatings  05 proventec annual report and accounts 2007
our steam cleaning systems eradicate and 
combat the spread of common food bacteria 
staphylococcus aureus salmonella and hai 
including mr sa and clostridium difficile
towar ds cleaner  
food pr ocessing
mar ket oppor tunity 
 
hygiene solutions
industrial steam cleaning equipment 
provided by ospreydeepclean is used to 
thoroughly clean conveyor systems in uk 
and us food factories proventec 06 annual report and accounts 2007
c hief exec utive’s re por t
c ontinued
contico has an excellent reputation in the  
uk cleaning equipment and materials sector 
ranked thirteenth largest and fifth most 
profitable independent survey may 2006 
the company operates from an 80000 
square foot site in cornwall and services  
over 1000 customer accounts from its  
range of over 2000 products we see 
contico as providing routes to market  
for our ospreydeepclean product range by 
enhancing our uk distributor network and 
the additional buying strength and logistics 
operation will provide improved efficiencies 
for the roll out of ospreydeepclean’s uk  
sales over the next few years the senior 
management in contico vernon holmes and 
philip macey retain 20 of contico and bring 
with them to the group more than 20 years 
and 12 years of experience at contico 
respectively
biocote limited part of our investment 
portfolio has continued to trade successfully 
adding new partners on a regular basis 
through its marketing and innovative business 
approach the company has continued to gain 
new customers especially in the healthcare 
sector including dyson who introduced a 
revolutionary new hand dryer to the market 
the dyson airblade a product that is 
manufactured and treated with biocote 
preventative c oatings
magma based in r otterdam which supplies  
a range of fire retardant coatings is now well 
positioned to expand and develop its sales for 
timber treatment and has recently concluded 
contracts with two leading timber treatment 
plants in holland which account for over 
80 of the dutch market for treated timber 
however during the year ended 31 march 
2007 sales were held back by the cost and 
time taken to achieve the necessary european 
r egistration classification for new fire 
standards for european building legislation 
all magma’s products achieved this 
classification and additionally magma’s 
products were the only fire retardants in the 
eu to pass specific tests for use on plywood 
during recent months the magma 
development team working in conjunction 
with a paint manufacturer has developed  
a range of complementary fire retardant 
coatings for the timber market and the 
prospects for magma’s products have  
never looked brighter
firestop chemicals limited part of our 
investment portfolio has continued the 
development of its two main chemical 
products noflan and bizon
noflan a treatment for fabrics predominantly 
wool achieved notable success during  
the year with cotton which has been 
independently certified to achieve a flame 
resistant standard of over 50 washes this 
development has enhanced the market 
potential for noflan 
bizon a flame retardant product for the 
plastics industry has achieved a ul94 rating 
of v0 the highest international fire retardant 
rating thereby distinguishing bizon from 
most of its competitors firestop will be 
seeking further investment directly from 
investors over the next few months to  
support the costs of establishing a  
bizon manufacturing line
magma and firestop’s collaboration during 
the year continued and products from both 
companies ensured that a 43 foot high goat 
made of straw and timber built by the people 
of gavle in sweden as part of their annual 
christmas festival survived the attacks of 
arsonists and vandals for only the seventh 
time in 40 years
innoshield a coating applied to plastics 
which protects the colours from fading in 
ultraviolet light was again used by legoland 
windsor to refurbish their exhibits we have 
produced new marketing material and a new 
corporate identity for this product including 
marketing innoshield as a speciality marine 
product which has led to product tests in italy 
and holland and we expect good growth in 
sales during this year
c onclusion
during the last 12 months the group has 
built on the structures put in place following 
the group’s reorganisation in 2005
the acquisition of contico the continued 
expansion to the ospreydeepclean network 
and the magma product range enables the 
group to look forward with confidence to 
the coming year
david c hestnutt
chief executive
the results of the 
enlarged group 
demonstrate the  
success of this change  
in strategy 07 proventec annual report and accounts 2007
the coating businesses have an emphasis 
on preventative environmentally friendly 
solutions delivering demonstrable cost health 
and safety benefits
impr oving 
fir e safety
fir e r etar dants 
 
overview
christmas trees treated with magma’s  
xmas safe
®
 reduce the fire risk and comply 
with european standards for fire safety proventec 08 annual report and accounts 2007
board of d irec tor s
peter teerlink c hairman
peter teerlink has extensive experience in 
merchant banking and venture capital after 
working in the financial services sector for 10 
years he joined novem international in 1999 
as managing director in 2001 he became 
managing director of ipac technologies nv
david c hestnutt fca  c hief executive
a chartered accountant david chestnutt 
was a senior audit and client engagement 
partner with pannell kerr forster in liverpool 
until may 1997 the following two and a  
half years were spent as finance director at 
liverpool football club a position he resigned 
from in september 1999 david joined cfb in 
early 2000 he is a fellow of the institute of 
chartered accountants in england and wales
thomas stuecken c ommercial director
thomas stuecken has extensive experience in 
the international cleaning industry he was an 
export director at premiere products limited 
and oversaw the opening of several new 
export markets for that company’s products 
during his tenure since april 2003 thomas 
has been a director of ospreydeepclean  
he is an assessor for the british institute of 
cleaning science
glyn hirsch nonexecutive director
after qualifying as a chartered accountant 
with peat marwick mitchell  co now 
kpmg glyn hirsch joined the corporate 
finance department of phillips  drew latterly 
ubs limited in 1985 he became a corporate 
finance director of ubs limited in 1990 and 
an executive director in 1995 in 1995 he  
left ubs to become chief executive of cls 
holdings plc where he stayed until he 
resigned to pursue other opportunities in 
2001 he is also a director of the r aven 
group plc and a nonexecutive director  
of liontrust asset management plc as well  
as a number of other public and private 
companies
michael hough nonexecutive director
michael is the managing director of altium 
capital limited formerly apax partners and 
co which he helped establish in 1990 since 
1992 mr hough has been responsible for 
altium’s investment banking activities in 
scandinavia and since 1997 has been 
chairman of altium capital’s investment 
banking business in r ussia mr hough holds 
an mba from the university of virginia’s 
darden school and has worked for goldman 
sachs in new york 09 proventec annual report and accounts 2007
the directors present their annual report on the affairs of the group together with the financial statements and auditors’ report for the year 
ended 31 march 2007
principal activities of the group
as at 31 march 2007 the particular activity of the group is to provide leadingedge hygiene solutions based on steam cleaning technologies 
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 47
principal risks
the directors consider the main risk to the growth and development of the business to be the timely and adequate supply of equipment 
for resale to fulfil demand the directors are taking reasonable steps to minimise the impact of this risk to the business
financial results and dividend
the retained profit for the year is £1076000 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 8 all directors are subject to retirement by rotation under 
the company’s articles of association 
the directors retiring by rotation are glyn hirsch and michael hough
directors’ interests
the beneficial interests of the directors and their immediate families in the shares of the company are as follows
       interest in the interest in the  
       share capital share capital 
     appointed resigned 31 march 2007 31 march 2006
d chestnutt       1500000 1500000
g hirsch       750000 750000
m hough       260870 260870
t stuecken       – –
p teerlink       – –
i woodcock      31 july 2006 – 5721263
directors’ interest in share options
the company has share option schemes under the terms of which directors are able to subscribe for ordinary shares in the company 
the directors who held office at 31 march 2007 had the following beneficial interest in the options to subscribe for shares
 
    ordinary shares  expiry date  exercise price per  
    under options date of grant of options date cancelled ordinary share
d chestnutt    240000 19062002 19062012 – 33p
    800000 27052004 27052014 – 6p
g hirsch    400000 19062002 19062012 – 33p
    550000 27052004 27052014 – 6p
m hough    550000 27052004 27052014 – 6p
t stuecken    1000000 24082005 24082015 – 14p
p teerlink    550000 24082005 24082015 – 14p
substantial shareholdings
as at 6 july 2007 the company had notification that the following were interested in 3 or more of the company’s issued share capital
 
        percentage  
        shareholding at 
         6 july 2007  
name of shareholder        
innocleaning concepts holding bv        3703
mint investments bv        1834
fortis global custody services nv        916
schroder uk smaller companies         642
abn amro         368
rathbone special sit fund         362
ing bank global custody nv         303
directors’ report proventec 10 annual report and accounts 2007
charitable and political donations in the united kingdom
no charitable or political donations were made during the year 2006 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 at 31 march 2007 the 
company had an average of 37 days outstanding in trade creditors 2006 29 days
information given to auditors
each of the persons who is a director at the date of approval of this annual report confirms that
so far as the director is aware there is no relevant audit information of which the company’s auditors are unaware
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 reappoint pkf uk llp as auditor to the company 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 810 grosvenor gardens london sw1w 0dh on 10 september 2007 at 1130am
the notice of meeting appears in this document on pages 35 and 36 one resolution will be proposed as a special resolution at the meeting 
and an explanation of this resolution is given in the accompanying letter 
by order of the board
david chestnutt
director
6 july 2007
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directors’ report
continued 11 proventec annual report and accounts 2007
the directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations 
company law requires the directors to prepare financial statements for each financial year under that law the directors have as required by the 
aim rules of the london stock exchange elected to prepare the group financial statements in accordance with international financial 
reporting standards as adopted by the european union and have elected to prepare the company financial statements in accordance with 
united kingdom generally accepted accounting practice united kingdom accounting standards and applicable law the financial statements 
are required to give a true and fair view of the state of affairs of the company and the group and of the profit or loss of the group for that 
period in preparing these financial statements the directors are required to
select suitable accounting policies and then apply them consistently
make judgements and estimates that are reasonable and prudent
state in the parent company financial statements whether applicable accounting standards have been followed subject to any material 
departures disclosed and explained in the financial statements
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue  
in business
the directors are responsible for keeping proper accounting records that disclose with reasonable accuracy at any time the financial position  
of the company and the group and enable them to ensure that the financial statements comply with the companies act 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 financial information included on the company’s website 
legislation in the united kingdom governing the preparation and dissemination of the financial statements and other information included in 
annual reports may differ from legislation in other jurisdictions
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statement of directors’ responsibilities proventec 12 annual report and accounts 2007
we have audited the group and parent company financial statements “the financial statements” of proventec plc for the period ended  
31 march 2007 which comprise the consolidated income statement the consolidated and company balance sheets the consolidated cash flow 
statement the consolidated statement of changes in equity and the related notes the financial statements have been prepared under the 
accounting policies set out therein
this report is made solely to the company’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 company’s members those matters we are required to state to them in an auditors’ report 
and for no other purpose to the fullest extent permitted by law we do not accept or assume responsibility to anyone other than the company 
and the company’s members as a body for our audit work for this report or for the opinions we have formed
respective responsibilities of directors and auditors
the directors’ responsibilities for preparing the annual report and the financial statements in accordance with applicable law and for preparing 
the group financial statements in accordance with international financial reporting standards “ifrss” as adopted by the european union and 
the parent company financial 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 financial 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 financial 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 financial statements 
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 specified 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 financial statements the 
other information comprises only the directors’ report the chairman’s statement and the operating and financial review we consider the 
implications for our report if we become aware of any apparent misstatements or material inconsistencies with the financial 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 financial statements it also includes an 
assessment of the significant estimates and judgements made by the directors in the preparation of the financial 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 sufficient evidence to give reasonable assurance that the financial 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 financial statements
opinion
in our opinion
the group financial 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 2007 and of its profit for the period then ended
the parent company financial 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 2007  
the financial statements have been properly prepared in accordance with the companies act 1985 and
the information given in the directors’ report is consistent with the financial statements
pkf uk llp
registered auditors
liverpool uk
6 july 2007
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independent auditors’ report to the members  
of proventec plc 13 proventec annual report and accounts 2007
       2007 2006 
      notes £000 £000
assets
noncurrent assets
property plant and equipment      1 157 96
goodwill      2 29873 30374
other intangible assets      3 3292 3265
available for sale investments      4 2816 2265
       36138 36000
current assets
inventories      5 495 481
trade and other receivables      6 5148 2207
cash and cash equivalents      7 5442 4604
investments held for sale      8 100 2586
       11185 9878
total assets       47323 45878
equity and liabilities
equity attributable to equity holders of the parent
share capital      10 11565 11565
other reserves      10 22329 22898
retained earnings      10 2173 3249
       31721 31214
minority interest       – –
total equity       31721 31214
noncurrent liabilities
long term borrowings      11 10354 10354
deferred tax      13 773 304
total noncurrent liabilities       11127 10658
current liabilities
trade and other payables      12 1841 1358
current portion of long term borrowings     11 2634 2638
current tax payable       – 10
total current liabilities       4475 4006
total liabilities       15602 14664
total equity and liabilities       47323 45878
the financial statements were approved and authorised for issue by the board on 6 july 2007 and were signed on its behalf by d chestnutt 
consolidated balance sheet
for the year ended 31 march 2007 proventec 14 annual report and accounts 2007
       year ended year ended  
       31 march  31 march 
       2007 2006 
      notes  £000 £000
revenue      14 4963 3409
cost of sales       1751 1076
gross profit       3212 2333
other income       1615 473
distribution costs       198 138
administrative expenses       2421 1523
other expenses       – –
finance costs      15 894 523
profit before taxation      16 1314 622
tax expense      17 238 148
profit for the year       1076 474
earnings per share pence
– basic      18 046 029
– diluted      18 046 028
consolidated income statement
for the year ended 31 march 2007 15 proventec annual report and accounts 2007
       year ended year ended  
       31 march  31 march 
       2007 2006 
      notes  £000 £000
profit for the year       1076 474
transfer from merger reserve      10 – 147
net exchange differences on translating foreign operations    10 569 728
total recognised income for the year      507 1349
attributable to equity holders of the parent      507 1349
consolidated statement of recognised  
income and expense
for the year ended 31 march 2007 proventec 16 annual report and accounts 2007
       2007 2006 
      notes £000 £000
cash flows from operating activities
cash generated from operations      21 1096 140
interest received       233 60
interest paid       1272 36
dividends received       – –
tax paidreceived       7 157
net cash flow from operating activities      2142 41
cash flows from investing activities
acquisition of subsidiaries net of cash acquired      – 97
acquisition of investments       551 698
proceeds from sale of investments       3743 500
purchase of property plant and equipment     22 112 49
purchase of intangible assets       96 81
net cash flow from investing activities      2984 231
cash flows from financing activities
proceeds from new loans       – 2459
proceeds from issue of equity instruments      – 1398
payments in respect of hire purchase      4 –
net cash flow from financing activities      4 3857
net increase in cash and cash equivalents      838 3667
cash and cash equivalents at beginning of the year     4604 937
cash and cash equivalents at end of the year     7 5442 4604
consolidated cash flow statement
for the year ended 31 march 2007 17 proventec annual report and accounts 2007
the principal accounting policies adopted in the preparation of these financial statements are set out below these policies have been 
consistently applied to all the years presented unless otherwise stated 
basis of preparation
these consolidated financial statements of the group have been prepared in accordance with international financial reporting standards ifrs 
group accounting
subsidiaries are those entities in which the group has an interest of more than one half of the voting rights or otherwise has power to govern 
the financial and operating policies the existence and effect of potential voting rights that are presently exercisable or presently convertible are 
considered when assessing whether the group controls another entity
subsidiaries are consolidated from the date on which control is transferred to the group and are no longer consolidated from the date that 
control ceases 
where necessary the accounting policies of subsidiaries have been changed in order to ensure consistency with the policies adopted by  
the group
intercompany transactions balances and unrealised gains on transactions between group companies are eliminated unrealised losses are also 
eliminated unless cost cannot be recovered
business combinations
the purchase method of accounting is used to account for the acquisition of subsidiaries the cost of an acquisition is measured as the fair 
value of the assets given equity instruments issued and liabilities incurred or assumed at the date of exchange plus costs directly attributable to 
the acquisition identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at 
their fair values at the acquisition date the excess of the cost of the acquisition over the fair value of the group’s share of the identifiable net 
assets acquired is recorded as goodwill if the cost of acquisition is less than the fair value of the net assets of the subsidiary acquired the 
difference is recognised directly in the income statement 
foreign currency translation
measurement currency
items included in the financial statements of each entity in the group are measured using the currency that best reflects the economic 
substance of the underlying events and circumstances relevant to that entity “the functional currency” the consolidated financial statements 
are presented in sterling which is the functional and presentation currency of the parent
transactions and balances
foreign currency 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 statements and cash flow 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 straightline method to write off the cost of each asset to their residual values over their estimated useful lives 
as follows
fixtures fittings and equipment      25 per annum
plant and machinery      25 per annum
computer equipment      25 per annum
where the carrying amount of an asset is greater than its estimated recoverable amount it is written down immediately to its  
recoverable amount 
gains and losses on disposals are determined by comparing proceeds with carrying amount and are included in operating profit
repairs and maintenance are charged to the income statement during the financial period in which they are incurred 
accounting policies proventec 18 annual report and accounts 2007
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 date of transition to ifrs goodwill was amortised over its estimated useful life such amortisation ceasing on  
31 march 2004 goodwill is subject to impairment review both annually and when there are indicators that the carrying value may not be 
recoverable a write down is made if the carrying amount exceeds the recoverable amount 
intangible assets
intangible assets are stated at cost less accumulated amortisation and impairment losses intangible assets with indefinite useful lives are not 
amortised but are tested for impairment annually
impairment of nonfinancial assets
property plant and equipment and other noncurrent 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 estimated as either the higher of the fair value less costs to sell or value in use the 
resultant impairment the amount by which the carrying amount of the asset exceeds its recoverable amount is recognised as a charge in the 
consolidated income statement
the value in use is calculated as the present value of estimated future cash flows expected to result from the use of assets and their eventual 
disposal proceeds in order to calculate the present value of estimated future cash flows the group uses a discount rate based on the group’s 
estimated weighted average cost of capital together with any risk premium determined appropriate estimated future cash flows used in the 
impairment calculation represents management’s best view of the likely future market conditions and current decisions on the use of each asset 
or asset group
for the purpose of assessing impairment assets are grouped at the lowest levels at which there are separately identifiable cash flows
leases
finance leases where the group is the lessee
leases of property plant and equipment where the group is subject to substantially all the risks and rewards of ownership are classified as 
finance leases finance leases are capitalised at the inception of the lease at the lower of the fair value of the leased property or the present 
value of the minimum lease payments each lease payment is allocated between the liability and finance charges so as to achieve a constant 
rate on the finance balance outstanding the corresponding rental obligations net of finance charges are included in other payables the 
interest element of the finance cost is charged to the income statement over the lease period so as to produce a constant periodic rate of 
interest on the remaining balance of the liability for each period the property plant and equipment acquired under finance leases are 
depreciated over the shorter of the useful life of the asset or the lease term 
where reference is made in the report and financial statements to finance leases this includes hire purchase agreements
operating leases where the group is the lessee
leases where a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating leases payments 
made under operating leases net of any incentives received from the lessor are charged to the income statement on a straightline basis over 
the period of the lease incentives received are recorded as deferred income and spread over the term of the lease on a straightline basis 
operating leases where the group is the lessor
lease income is recognised over the term of the lease using the net investment method which reflects a constant period rate of return
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 amounts due according to the original terms of receivables 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 flow statement cash and cash equivalents 
comprise cash on hand and deposits held at call with banks 
employee benefits
defined contribution schemes
a defined contribution plan is a pension plan under which the group pays fixed contributions into a separate entity a fund and will have no 
legal or constructive obligations to pay further contributions if the fund does not hold sufficient assets to pay all employees benefits relating  
to employee service in the current and prior periods contributions are charged to the profit and loss account in the year in which they arise 
accounting policies
continued 19 proventec annual report and accounts 2007
sharebased payments
the fair values of employees’ share option and share performance plans are calculated using the blackscholes model in accordance with 
ifrs 2 “sharebased payments” the resulting cost is charged to the income statement over the vesting period of the options the value 
of the charge is adjusted to reflect expected and actual levels of options vesting for changes in non market vesting criteria 
deferred tax
deferred tax is provided in full using the liability method on temporary differences arising between the tax bases of assets and liabilities  
and their carrying amounts in the consolidated financial statements however the deferred tax is not accounted for if it arises from initial 
recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither 
accounting nor taxable profit or loss deferred tax is determined using tax rates and laws that have been enacted or substantially enacted by 
the balance sheet date and are expected to apply when the related deferred tax asset is realised or the deferred income tax liability is settled
deferred tax assets are recognised to the extent that it is probable that future taxable profit will be available against which the temporary 
differences can be utilised
deferred tax is provided on temporary differences arising on investments in subsidiaries and associates except where the timing of the  
reversal of the temporary difference is controlled by the group and it is probable that the temporary difference will not reverse in the 
foreseeable future 
revenue recognition
revenue comprises the invoiced value for the sale of goods and services net of value added tax rebates and discounts and after eliminating 
sales within the group revenue from the sale of goods is recognised when significant risks and rewards of ownership of the goods are 
transferred to the buyer which is usually on dispatch 
revenue in respect of licences granted is recognised on the granting of the licence
sales of services are recognised in the accounting period in which the services are rendered by reference to completion of the specific 
transaction assessed on the basis of the actual service provided as a proportion of the total services to be performed 
interest 
interest income is recognised on a time proportion basis taking account of the principal outstanding and the effective rate over the period  
of maturity when it is determined that such income will accrue to the group 
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 reevaluates 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 lossesgains – 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
c available for sale financial assets
available for sale financial assets are nonderivatives 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 proventec 20 annual report and accounts 2007
c available for sale financial assets continued
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
financial risk management
financial risk factors
the group’s activities expose it to currency interest rate and credit 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
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 has no significant concentration of credit risk bank balances are all maintained at 
reputable financial institutions 
accounts receivable and accounts payable arising from normal trade transactions are expected to be settled within normal credit terms
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 judgements
estimates and judgments are continually evaluated and are based on historical experience and other factors including expectations of future 
events that are believed to be reasonable under the circumstances 
critical accounting estimates and assumptions
the group makes estimates and assumptions concerning the future the resulting accounting estimates will by definition seldom equal the 
related actual results the estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of 
assets and liabilities within the next financial year are discussed below
a estimated impairment of goodwill
the group tests annually whether goodwill has 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 2 to the financial statements
accounting policies
continued 21 proventec annual report and accounts 2007
1 property plant and equipment
    plant   plant 
    machinery and 2007  machinery and 2006 
   rental assets equipment total rental assets equipment total 
   £000 £000 £000 £000 £000 £000
cost
at 1 april   13 109 122 – 11 11
additions   9 103 112 13 30 43
acquisitions via business combination  – – – – 68 68
disposals   4 41 45 – – –
31 march   18 171 189 13 109 122
depreciation 
at 1 april   4 22 26 – 4 4
charge for the year   3 36 39 4 18 22
disposals   2 31 33 – – –
at 31 march   5 27 32 4 22 26
net book value
at 31 march   13 144 157 9 87 96
the net book value of plant and machinery includes £23535 2006 £23088 in respect of assets held under finance leases
2 goodwill
       goodwill goodwill 
       2007 2006 
       £000 £000
cost
at 1 april       30374 –
additions       – 6576
acquisitions       – 23798
exchange rate movement       501 –
net carrying amount at 31 march      29873 30374
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
cash flow forecasts for a three year period have been used for the cash generating unit which comprises the acquired businesses
growth in turnover assumptions amount to 50 to 2008 29 to 2009 20 to 2010 10 thereafter
the cash flows have been discounted using the estimated wacc of 12
3 other intangible assets
   development development intellectual intellectual 
   and patents and patents property rights property rights total total 
   2007 2006 2007 2006 2007 2006 
   £000 £000 £000 £000 £000 £000
cost
at 1 april   81 – 3184 – 3265 –
additions   47 81 49 – 96 81
acquisitions   – – – 3184 – 3184
sales of subsidiary undertakings   – – – – – –
disposals   – – – – – –
exchange rate variance   – – 55 – 55 –
net carrying amount at 31 march  128 81 3178 3184 3306 3265
amortisation
at 1 april   – – – – – –
charge for year   8 – 6 – 14 –
at 31 march   8 – 6 – 14 –
net book value at 31 march   120 81 3172 3184 3292 3265
the reasons and factors that played a role in determining that development and patents have an indefinite life are that they are in the early 
stages and so the group cannot determine reliably how long they will generate cash flows for
key assumptions used in intangible asset impairment reviews are based on
cash flow forecasts for a three year period have been used for the cash generating unit which comprises the acquired businesses
growth in turnover assumptions amount to 50 to 2008 29 to 2009 20 to 2010 10 thereafter
the cash flows have been discounted using the estimated wacc of 12
•
•
•
•
•
•
notes to the consolidated financial statements
for the year ended 31 march 2007 proventec 22 annual report and accounts 2007
4 available for sale investments
       2007 2006 
       £000 £000
at cost
at 1 april       2265 4933
additions       551 698
disposals       – 605
transfer to investments held for sale      – 2761
at 31 march       2816 2265
impairment and amortisation
at 1 april       – 175
transfer to investments held for sale      – 175
impairment during the year       – –
at 31 march       – –
net carrying value at 31 march       2816 2265
details of the investments held are as follows
 
 no of type of  share cost 
 shares shares capital held £000 nature of business
biocote limited 696693 ordinary 315 704 powder coating
firestop chemicals 6946286 ordinary 441 1072 fire retardant chemicals and processes
 limited – loan notes – 1035
ospreyfrance sarl 7500 ordinary 50 5 distribution of steam cleaning machines and accessories 
the investments in biocote limited and firestop chemicals limited are classified as held for sale because the group does not have significant 
influence over these entities as other board members are significant shareholders who if they vote together have control of the company 
the loan notes held in firestop chemicals limited are repayable on 31 october 2007 the interest is receivable at a rate 2 above base with a 
minimum rate of 6
ospreyfrance sarl is a joint venture that the group holds a 50 share holding and therefore gross equity accounts for
these investments are held at cost because their fair value cannot be determined reliably because there is no active market 
5 inventories
finished goods inventories of £495000 2006 £481000 comprise entirely goods for resale 
6 trade and other receivables
       2007 2006 
       £000 £000
trade debtors       1699 854
other debtors       488 171
prepayments and accrued income       2961 1182
       5148 2207
notes to the consolidated financial statements
for the year ended 31 march 2007
continued 23 proventec annual report and accounts 2007
7 cash and cash equivalents
       2007 2006 
       £000 £000
cash at bank and in hand       5442 4604
8 investments held for sale
       2007 2006 
       £000 £000
at 1 april       2761 –
transferred from available for sale investments      – 2761
disposals       2486 –
at 31 march       275 2761
impairment and amortisation
at 1 april       175 –
transferred from available for sale investments      – 175
at 31 march       175 175
net carrying amount at 31 march      100 2586
 no of type of  share costvaluation 
 shares shares capital held £000 nature of business
oxis energy limited 12061124 ordinary 66 100 early stage developer of lithium sulphide batteries
the directors have resolved to dispose of their investment in oxis energy limited within the next 12 months
the proceeds of disposal are expected to exceed the net carrying amount of the investment and accordingly no further impairment loss has 
been recognised on the classification of these investments as held for sale
9 called up share capital
       2007 2006 
       numbers numbers 
       000 000
ordinary shares of 5p each
authorised       500000 500000
issued
at beginning of year       231305 71331
issued in year       – 159974
at end of year       231305 231305 proventec 24 annual report and accounts 2007
10 shareholders’ funds and statement of changes in shareholders’ equity
      foreign 
 share share merger share retained currency share 
 capital premium reserve options earnings reserve warrants total 
 £000 £000 £000 £000 £000 £000 £000 £000
for the year ended  
 31 march 2007
at 1 april 11565 20641 – 58 3249 728 1471 31214
profit for the year  
 attributable to equity  
 shareholders – – – – 1076 – – 1076
unrealised exchange  
 movement – – – – – 569 – 569
movement in year – – – – 1076 569 – 507
at 31 march 11565 20641 – 58 2173 159 1471 31721
for the year ended  
 31 march 2006
at 1 april 3567 6600 147 – 3870 – – 6444
profit for the year  
 attributable to equity  
 shareholders – – – – 474 – – 474
unrealised exchange  
 movement – – – – – 728 – 728
value of employee  
 services – – – 58 – – – 58
value of warrants  
 granted – – – – – – 1626 1626
issue of shares 7998 14284 – – – – – 22282
reserve transfer in  
 terms of ifrs 1 – – 147 – 147 – – –
transaction costs  
 deducted from equity – 243 – – – – 155 398
movement in year 7998 14041 147 58 621 728 1471 24770
at 31 march 11565 20641 – 58 3249 728 1471 31214
11 financial liabilities – borrowings
       2007 2006 
       £000 £000
current
loan due within one year       2625 2625
finance lease commitments due within one year      9 13
loan notes due within one year       – –
       2634 2638
noncurrent
loan notes between two and five years      – –
loan notes over five years       10345 10345
       10345 10345
finance lease commitments
between one and two years       9 9
       10354 10354
       12988 12992
the loan due within one year attracts interest at 05 above the lender’s borrowings rate which at 31 march 2007 was 375 the loan and 
accumulated interest can be converted into ordinary shares after 31 december 2006 the loan has a repayment date of 3 january 2008 
the loan notes comprise 10500000 85 fixed rate convertible guaranteed unsecured loan notes the interest on the loan notes recognised 
in the profit and loss account for the year is £911000 the effective interest rate on the loan notes is 86 the loan notes are repayable in one 
final payment on 31 december 2012 which attracts a premium of 225 of the principal amount outstanding the loan notes are convertible 
into ordinary shares at the option of the holder at 14 pence per share
notes to the consolidated financial statements
for the year ended 31 march 2007
continued 25 proventec annual report and accounts 2007
12 trade and other payables
       2007 2006 
       £000 £000
trade creditors       729 392
other taxes and social security       93 101
other creditors       239 559
accruals       780 306
       1841 1358
13 deferred tax
      accelerated  
      capital  
      allowances other total 
      £000 £000 £000
assets
at 1 april      3 – 3
taken to equity      – – –
profit and loss account      3 – 3
at 31 march      – – –
liabilities
at 1 april      – 307 307
profit and loss account      – 473 473
exchange rate variance      – 7 7
at 31 march       773 773
       2007 2006 
       £000 £000
net total
at 1 april       304 –
acquisitions       – –
taken to equity       – –
profit and loss account       476 304
exchange rate variance       7 –
at 31 march       773 304
deferred tax is calculated in full on temporary differences under the liability method using a tax rate of 30 2006 30
deferred tax assets have been recognised in full on taxable losses and provisions where realisation of the tax benefit from these items  
is probable
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
based on current capital investment plans the group expects to be able to claim capital allowances in excess of depreciation in future years at 
a similar level to the current year 
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
14 revenue
revenue analysed by class of turnover is as follows
       2007 2006 
       £000 £000
sale of licences and machinery       4736 3195
rendering of services       227 214
       4963 3409 proventec 26 annual report and accounts 2007
15 finance costs 
       2007 2006 
       £000 £000
finance expense
bank overdrafts and short term borrowings      63 34
loans       1062 547
finance leases       2 2
       1127 583
finance income
bank and other short term deposits      233 60
       233 60
16 profit before taxation
       2007 2006 
       £000 £000
the following items have been included in arriving at profit before taxation
depreciation of property plant and equipment
– owned assets       35 15
– under finance leases       4 7
amortisation of intangibles       14 –
operating leases on property plant and equipment     71 48
foreign exchange differences       15 4
write down of investments       – –
services provided by the group’s auditors
group audit fees and expenses – statutory audit      55 40
other services       – 170
services provided by associates of the group’s auditors
 audit fees and expenses       10 9
excess of fair value of net assets acquired over cost of acquisition     – 465
17 taxation
       2007 2006 
       £000 £000
current tax       8 147
deferred tax       246 295
taxation       238 148
factors affecting the tax charge for the period
       2007 2006 
       £000 £000
profit before tax       1314 622
profit on ordinary activities multiplied by standard rate of corporation tax in the uk of 30 2006 30  394 187
effects of
expenses not deductible for tax purposes      478 108
deferred tax asset not previously recognised      16 15
different tax rates on overseas earnings      118 4
adjustments in respect of previous periods      8 157
current tax losses not utilised       464 245
total taxation       238 148
notes to the consolidated financial statements
for the year ended 31 march 2007
continued 27 proventec annual report and accounts 2007
18 earnings per share
basic
basic earnings per share is calculated by dividing the profit attributable to equity shareholders by the weighted average number of ordinary 
shares in issue during the year
       2007 2006 
       £000 £000
profit attributable to equity holders of the company     1076 474
weighted average number of ordinary shares in issue thousands     231305 166254
basic earnings per share pence      046 029
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 company has only one dilutive potential ordinary share namely its share options 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 company’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
       2007 2006 
       £000 £000
profit attributable to equity holders of the company     1076 474
weighted average number of ordinary shares in issue thousands     231305 166254
adjustments for share options thousands      – 1775
weighted average number of ordinary shares for diluted earnings per share thousands   231305 168029
diluted earnings per share pence      046 028
19 financial liabilities 
minimum lease payments
the minimum lease payments under finance leases fall due as follows
       2007 2006 
       £000 £000
not later than one year       8 13
later than one year but not more than five years      8 8
more than five years       – –
       16 21
future finance charges on finance leases      2 1
carrying amount of finance lease liabilities      18 22
20 share based payments
movements on share options and warrants during the year were as follows
       date 
  31 march    31 march from which 
exercise price per share  2006 granted exercised lapsed 2007 exercisable expiry date
executive
33p  815000 – – – 815000 19062002 18062012
6p  3800000 – – – 3800000 27052004 26052014
125p  240000 – – – 240000 01042005 31032015
14p  1550000 – – – 1550000 25082005 24082015
total  6405000 – – – 6405000
warrants
14p  28125000 – – – 28125000 25082005 24082014
28p  28125000 – – – 28125000 25082005 24082014
42p  28125000 – – – 28125000 25082005 24082014
56p  28125000 – – – 28125000 25082005 24082014
total  112500000  – – 112500000
  118905000 – – – 118905000 proventec 28 annual report and accounts 2007
20 share based payments continued
in accordance with ifrs 2 the fair value of equitysettled sharebased payments to employees is determined at the date of grant and is 
expensed on a straightline 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 nil 2006 £58242 all of which related to equitysettled share based payment 
transactions the fair value is measured using the blackscholes model no options have been granted during the year
a reconciliation of option movements over the year to 31 march 2007 is shown below
      2007  2006 
      weighted   weighted 
      average  average 
     2007 exercise price 2006 exercise price 
     number pence number pence
share option and savings related schemes
outstanding at 1 april     6405000 12p 5815000 10p
granted     – – 1790000 14p
exercised     – – 120000 6p
lapsed     – – – –
outstanding at 31 march     6405000 12p 6405000 12p
exercisable at 31 march     6405000 12p 6405000 12p
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 zerocoupon uk government bonds of a term consistent with the assumed option life
a reconciliation of warrant movements over the year to 31 march 2007 is shown below
      2007  2006 
      weighted   weighted 
      average  average 
     2007 exercise price 2006 exercise price 
     number pence number pence
warrants
outstanding at 1 april     112500000 35p – –
granted     – – 112500000 35p
exercised     – – – –
lapsed     – – – –
outstanding at 31 march     112500000 35p 112500000 35p
exercisable at 31 march     112500000 35p 112500000 35p
21 cash flow from operating activities
       2007 2006 
       £000 £000
profit before taxation       1314 622
excess of fair value of net assets acquired over cost of acquisition     – 465
depreciation of tangible and intangible assets      53 21
share options – value of employee services      – 58
exchange rate differences       15 4
finance costs       894 522
dividends received       – –
investments written off       – –
profit on disposal of investments       1615 –
changes in working capital excluding effect of acquisitions and disposals    631 762
increasedecrease in inventory       14 44
increasedecrease in trade and other receivables      2341 306
increasedecrease in trade and other payables      628 1252
cash outflow from operations       1096 140
notes to the consolidated financial statements
for the year ended 31 march 2007
continued 29 proventec annual report and accounts 2007
22 property plant and equipment
during the year the group acquired property plant and equipment of £112000 2006 £49000 by means of cash payments
23 employees and key management
       2007 2006 
       total total 
       £000 £000
staff costs for the group during the year
wages and salaries       1289 998
social security costs       99 81
pension costs       23 15
equity settled share based payments      – 58
       1411 1152
       2007  2006 
       number number
number of employees
average number of employees       31 24
       2007  2006 
       £000 £000
directors
aggregate emoluments       418 370
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
       2007  2006 
       £000 £000
emoluments       110 110
24 operating lease commitments – minimum lease payments
 property
  
vehicles plant and equipment 
     2007 2006 2007 2006  
     £000 £000 £000 £000
commitments under noncancellable operating leases expiring
within one year     14 13 49 39
between two and five years     32 27 133 158
after five years     – – – –
     41 31 182 197
25 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 £89000 to the group’s available for sale investments for accounting legal and admin services it also charged £14071 as 
interest on funds transferred the funds transferred during the year amounted to £243000
the group also charged £36800 to the group’s investments held for sale
at the balance sheet date the available for sale investments owed the group £109171
  proventec 30 annual report and accounts 2007
26 reconciliation of net assets and profit under uk gaap to ifrs
under ifrs there is no requirement to separately present preexisting merger reserves the merger reserve has been transferred to retained 
earnings in the opening ifrs balance sheet refer to note 10
other than the reclassification of preexisting merger reserves and other balance sheet captions that arise from the application of various  
ifrs there are no other material differences between the net assets profit for the year equity and cash flows presented under ifrs and  
under uk gaap
27 segmental reporting
the group operates under two segments one being the sale of steam 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 disclosed in the financial statements
28 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 714279 shares which may be payable on 31 december 2007 the deferred consideration of a 
maximum of 714279 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 estimated
29 post balance sheet events 
on 6 june 2007 the group acquired an 80 shareholding in contico manufacturing limited the cost of the acquisition amounted to 
£55 million creating goodwill of circa £2 million due to the timing of the acquisition it is impracticable to disclose a description of the 
factors that contribute to a cost that resulted in goodwill
on 29 june 2007 the company issued 11500000 ordinary shares raising £1 million net of expenses
notes to the consolidated financial statements
for the year ended 31 march 2007
continued 31 proventec annual report and accounts 2007
       31 march 31 march 
       2007  2006 
      notes £000 £000
fixed assets
investment in subsidiaries      2 31141 31738
current assets
debtors      3 7115 8873
cash at bank and in hand       4233 3917
       11348 12790
creditors amounts falling due within one year    4 3152 3870
net current assets       8196 8920
creditors amounts falling due after one year     5 10345 10345
       28992 30313
capital and reserves
called up share capital      6 11565 11565
share premium reserve      7 20488 20488
profit and loss account      7 3061 1740
shareholders’ funds      8 28992 30313
the financial statements were approved and authorised for issue by the board on 6 july 2007 and signed on behalf of the board of directors
david chestnutt
director
company balance sheet
at 31 march 2007 proventec 32 annual report and accounts 2007
1 accounting policies
i basis of preparation
the company’s financial statements have been prepared under this historical cost convention and in accordance with applicable united 
kingdom accounting standards
ii deferred taxation
in accordance with frs 19 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 nondiscounted 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 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
2 investments in subsidiaries
        31 march 
        2007 
        £000
cost
at 1 april 2006        32272
additions        –
disposals        1131
at 31 march 2007        31141
impairment at 1 april 2006        534
eliminated on disposal during the year       534
net book value at 31 march 2007       31141
net book value at 31 march 2006        31738
  no of  
  ordinary  cost 
directly held  shares held £ nature of business
flintstone management services limited 1 100 1 sourcing and development of new technologies for  
      commercial purposes
ospreydeepclean limited  2 100 5000000 provider of steam cleaning machines and accessories
ospreydeepclean international limited 1000 100 1 provider of steam cleaning machines and accessories
innocleaning magma holdings bv 18001 100 26141354 provider of steam cleaning machines and accessories  
      and preventative coatings
3 debtors
       2007 2006 
       £000 £000
vat recoverable       5 10
amounts due from group undertakings      7038 8765
other debtors and prepayments       72 98
       7115 8873
4 creditors amounts falling due within one year
       2007 2006 
       £000 £000
trade creditors and accruals       528 649
       528 649
notes to the financial statements
for the year ended 31 march 2007 33 proventec annual report and accounts 2007
5 creditors amounts falling due after one year
       2007 2006 
       £000 £000
loan notes due after five years       10345 10345
6 share capital
       2007 2006 
authorised and issued       £000 £000
authorised
500000000 2006 500000000 ordinary equity shares of £005 each    25000 25000
allotted called up and fully paid
231304855 2006 231304855 ordinary equity shares of £005 each    11565 11565
7 reserves
       share profit and 
       premium loss account 
       £000 £000
as at 1 april 2006       20488 1740
loss for the year       – 1321
on issue of shares       – –
as at 31 march 2007       20488 3061
8 reconciliation of movement in equity shareholders’ funds
       31 march 31 march 
       2007 2006 
       £000 £000
loss for the year       1321 829
on issue of shares       – 21886
       1321 21057
opening shareholders’ funds       30313 9256
closing shareholders’ funds       28992 30313
9 employees and key management
       2007 2006 
       total total 
       £000 £000
staff costs for the company during the year
wages and salaries       205 185
social security costs       11 10
pension costs       – –
equity settled share based payments      – –
       216 195
       2007  2006 
       number number
number of employees
average number of employees       9 9
       2007  2006 
       £000 £000
directors
aggregate emoluments       144 130
payments to directors consist of basic salaries fees and pension no benefits bonuses or compensation for loss of office have been paid proventec 34 annual report and accounts 2007
directors and advisers
directors
p teerlink chairman
d chestnutt chief executive
t stuecken commercial director
g hirsch  nonexecutive
m hough nonexecutive
 member of audit committee and remuneration committee 
secretary
r l smith
registered office
knights quarter
14 st john’s lane
london
ec1m 4aj
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
dawney day corporate finance limited
17 grosvenor gardens
london
sw1w 0bd
broker
dawney day capital markets
810 grosvenor gardens
london
sw1w 0dh
retail broker
ellis stockbrokers limited
talisman house
jubilee walk
three bridges
crawley
west sussex
rh10 1lq 35 proventec annual report and accounts 2007
notice of ann ual general meeting
notice is hereby given that an annual general meeting of the company will be held at the offices of dawnay day at 810 grosvenor gardens 
london sw1w 0dh on 10 september 2007 at 1130am for the purposes of considering and if thought fit passing the following resolutions of 
which resolutions 1 to 6 will be proposed as ordinary resolutions and resolution 7 will be proposed as a special resolution
ordinary resolutions
1  to receive the audited statement of accounts of the company for the year ended 31 march 2007 and the reports of the directors and the 
auditors thereon 
2 to reelect as a director of the company mr g hirsch who retires by rotation under article 92 of the company’s articles of association
3 to reelect as a director of the company mr m hough who retires by rotation under article 92 of the company’s articles of association
4 to reappoint pkf uk llp as auditors
5 to authorise the directors to fix the remuneration of the auditors
6  to resolve that in substitution for any existing authority the directors be 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 802 of the act up to a nominal amount of £1285975725 for a period expiring at the conclusion of the annual general meeting 
of the company to be held in 2012 or if earlier upon the fifth anniversary  of the passing of this resolution provided that the company 
may make pursuant to this authority offers or agreements before the expiry of this authority which would or might require relevant securities 
to be allotted after such expiry and the directors may allot relevant securities in pursuance of such offer or agreements as if the authority 
conferred hereby had not expired 
special resolution
7  to resolve that the directors be empowered pursuant to section 95 of the act to allot equity securities as defined in section 942 of the 
act pursuant to the authority conferred by resolution 6 above as if section 891 of the act did not apply to such allotment provided that 
this power shall be limited to
 a  the allotment of up to 75 million ordinary shares of 5 pence each in the capital of the company in connection with the conversion of the 
loan notes issued pursuant to the loan note instrument executed by the company on 24 august 2005
 b  the allotment of up to 28125000 ordinary shares of 5 pence each in the capital of the company at a price of 14 pence 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 28125000 ordinary shares of 5 pence each in the capital of the company at a price of 28 pence 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 28125000 ordinary shares of 5 pence each in the capital of the company at a price of 42 pence 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 28125000 ordinary shares of 5 pence each in the capital of the company at a price of 56 pence 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 of 5 pence each in the capital of the company representing up to 5 of the issued share capital 
of the company from time to time pursuant to the share option schemes adopted by the company and the issue of 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 
£121402425 being approximately 10 of the issued ordinary share capital of the company at the date hereof proventec 36 annual report and accounts 2007
notice of ann ual general meeting
continued
provided that in each case this power shall expire at the conclusion of the annual general meeting of the company to be held in 2012 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 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      registered office
        
rebecca smith       knights quarter
secretary         14 st john’s lane
        london
10 august 2007       ec1m 4aj
notes
1  a member entitled to attend and vote at the above mentioned annual general meeting may appoint one or more proxies to attend and on a poll to vote instead of him  
a proxy need not be a member of the company completion and return of a proxy form will not prevent a member from attending and voting at the meeting in person
2  a form of proxy is enclosed with this notice to be valid the form of proxy together with a power of attorney or other authority if any under which it is signed or a 
notarially certified copy of such power of attorney must be deposited with the company’s registrars capita registrars northern house woodsome park fenay bridge 
huddersfield west yorkshire hd8 0la  no later than 1130am on 8 september 2007 being 48 hours before the time fixed for the annual general meeting
3  pursuant to regulation 41 of the uncertified securities regulations 2001 only those shareholders registered in the register of members of the company as at 1130am on  
8 september 2007 shall be entitled to attend and vote at the annual general meeting in respect of that number of ordinary shares registered in their name at that time  
subsequent changes to the register of members of the company will be disregarded in determining the rights of any person to attend or vote at the annual general meeting
4  the following documents will be available for inspection at the office of the company at 49 rodney street liverpool l1 9ew during usual business hours on monday to 
friday except public holidays from the date of this notice until the date of the meeting and will be available for inspection at the place of the meeting for 15 minutes prior 
to the meeting and at the meeting  
a the register of directors’ interests in the shares of the company kept in accordance with section 325 of the act and  
b copies of the service contracts between the company and its directors  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 01 hig hlig hts
02 chai rman’s statement
03 business overvie w
04 chief exe cuti ve’s report
08 board of di rectors
09 di rectors’ report
11  statement of di rectors’ resp onsi bilities
12  i ndependent a udit ors’ report t o t he  
members of provente c plc
13 cons olid ated b al ance sheet
14 cons olid ated i ncome statement
15  cons olid ated statement of re cognised  
i ncome and expense
16 cons olid ated c ash f l ow statement
17 accounting poli cies
21  notes t o t he cons olid ated  
f in anci al statements
31 company b al ance sheet
32  notes t o t he f in anci al statements
34  di rectors and ad vise rs
35  noti ce of ann ual g eneral meeting proventec plc
annual report 
and accounts 2007
 proventec plc annual report and accounts 2007
proventec plc
49 rod ney s treet
liverpool
l1 9ew
t 44 0151 706 0626
f 44 0151 706 0627
e infoproventecplccom
wwwproventecplccom


Summary:
 01 proventec annual report and accounts 2007
highlights
  turnover up 46 to £496 million 2006 £34 million
  ebitda doubled to £226 million 2006 £11 million
  profit after tax increased to £107 million 2006 £474000
  acquisition of contico manufacturing limited
  established a french joint venture ospreyfrance
  sales of ospreydeepclean machines increased by more than 30
  expansion of osprey network
  disposal of hardide plc and ultra motor company limited investments
£4 96m
group turnover
£2 26m
ebitda
£ 1 07m
profit after tax