rising to the challenge
proventec plc
annual report and accounts 2009
proventec plc
49 rodney street
liverpool
l1 9ew
t44 0151 706 0626
f 44 0151 706 0627
e infoproventecplccom
wwwproventecplccom
27672 proventec coverindd   1 27672 proventec coverindd   1 18809   151739 18809   151739 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 coverindd   2 27672 proventec coverindd   2 18809   151740 18809   151740 01
overview         
proventec plc
 annual report and accounts 2009
turnover £154 million 
2008 £140 million 
ebitda £19000 
2008 £251 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 ra 09 stage 2indd   3 18809   103554 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 
£15 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 
3000000 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 rebase 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 ra 09 stage 2indd   4 18809   103555 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 £99200 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 midaugust 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 “onestop 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 
en135011 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 selfservice 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 callouts when their 
specialist cleaning service is required
cryojet blasts dry ice pellets the solid form of carbon dioxide 
at low pressure and at minus 785 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 ra 09 stage 2indd   5 18809   103555 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 £154 million 2008 £14 million
• gross proﬁ t maintained at over 43  
• ebitda before ifrs impairment £19000 2008 £251 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 £321 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 £267 million the 
group’s reserves total has increased from a deﬁ cit of £855000 to 
a credit of £344 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 destock 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 
midaugust
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 ra 09 stage 2indd   6 18809   103555 05
overview         
proventec plc
 annual report and accounts 2009
in april 2009
the group launched 
proventec healthcare
which offers a unique simpliﬁ ed 
“onestop 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 bv 
“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
restructuring update 
proventec is being restructured 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 “onestop 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 elassal 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 ra 09 stage 2indd   7 18809   103556 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 ipac technologies nv
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
nonexecutive 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 ra 09 stage 2indd   8 18809   103556 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 leadingedge 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 45
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 £27900000 after an impairment review of £26718000  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 reelection
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 12000 19062002 19062012  660p
17333 27052004 19062012  120p
22667 27052004 27052014  120p
150000 12052008 12052018  1375p
m hough 27500 27052004 27052014  120p
g schoenmakers 1500000 12052008 12052018  1375p
t stuecken 50000 24082005 24082015  280p
300000 12052008 12052018  1375p
p teerlink 27500 24082005 24082015  280p
150000 12052008 12052018  1375p
directors’ report
proventec ra 09 stage 2indd   9 18809   103556 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 bv 362
kas nominees ltd 220
schroder uk smaller companies fund 60
euroclear nominees ltd eocef acct 57
rathbone special situations fund 32
abn amro 32
clearstream banking lux clr lux 2 acct 33
cooperative central raiffeisenboerenleenban 32
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 nondiscriminatory 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 reappoint 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 ra 09 stage 2indd   10 18809   103556 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 ra 09 stage 2indd   11 18809   103556 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 ra 09 stage 2indd   12 18809   103556 11
financial statements                  
proventec plc
 annual report and accounts 2009
 
notes
2009
£000
2008
£000
assets
noncurrent assets
property plant and equipment 1 906 689
goodwill 3 27125 37144
other intangible assets 4 4949 3855
available  for sale investments 5 12 2816
investments accounted for using the equity method 8 19
33000 44485
current assets
inventories 6 2848 2232
trade and other receivables 7 4149 11448
cash and cash equivalents 8 1095 4042
8092 17722
non current assets classiﬁ ed as held for sale 9  100
8092 17822
total assets 41092 62307
equity and liabilities
equity attributable to equity holders of the parent
share capital 11 1242 12170
other reserves 11 12297 27458
retained earnings 11 3444 855
16983 38773
minority interest 252 32
total equity 17235 38805
noncurrent liabilities
long term borrowings 12 14260 16774
deferred tax 14  517
total noncurrent liabilities 14260 17291
current liabilities
trade and other payables 13 6798 5937
current portion of long term borrowings 12 2799 59
current tax payable  215
total current liabilities 9597 6211
total liabilities 23857 23502
total equity and liabilities 41092 62307
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 ra 09 stage 2indd   13 18809   103556 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 15390 14027
cost of sales 8773 7658
gross proﬁ t 6617 6369
other income 17  1125
administrative expenses  recurring 7033                 5117
impairment of goodwill 3 16000 
impairment of investments 5 3260 
impairment of receivables 7 7458 
total administrative expenses 33751 5117
operating lossproﬁ t 27134 2377
finance costs 16 1542 1020
share of associates and joint ventures operating proﬁ t 28 19
lossproﬁ t before taxation 17 28648 1338
tax creditexpense 18 748 7
lossproﬁ t  for the year 27900 1331
lossproﬁ t attributable to the minority interest 47 13
lossproﬁ t  attributable to the equity holders of the 
parent undertaking
27853 1318
27900 1331
lossearnings per share pence
basic 19 2274 109
diluted 19 2274 109
proventec ra 09 stage 2indd   14 18809   103556 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
lossproﬁ t for the year  27900 1331
net exchange differences on translating foreign operations 11 5764 4663
total recognised income and expenses for the year 22136 5994
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 
22089 5981
22136 5994
proventec ra 09 stage 2indd   15 18809   103556 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 1411
interest received 121 352
interest paid 1442 1140
tax receivedpaid 9 116
net cash ﬂ ow from operating activities 942 2315
cash ﬂ ows from investing activities
acquisition of subsidiaries net of cash acquired 1112 5474
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 1511 5833
cash ﬂ ows from ﬁ nancing activities
repayment ofproceeds from new loans 712 1826
proceeds from issue of equity instruments 272 5096
payments in respect of hire purchase 54 18
costs in issuing equity instruments   156
net cash ﬂ ow from ﬁ nancing activities 494 6748
net decrease in cash and cash equivalents 2947 1400
cash and cash equivalents at beginning of the year 4042 5442
cash and cash equivalents at end of the year 8 1095 4042
proventec ra 09 stage 2indd   16 18809   103556 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 noncash 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 ra 09 stage 2indd   17 18809   103556 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 straightline 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 straightline 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 ra 09 stage 2indd   18 18809   103557 17 financial statements         
proventec plc
 annual report and accounts 2009
impairment of nonﬁ nancial 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 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 
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 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 
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 reﬂ ect expected and actual levels of options vesting and for changes in non market vesting criteria 
proventec ra 09 stage 2indd   19 18809   103557 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 valueadded 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
financial statements 18 annual report and accounts 2009
proventec plc
accounting policies 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
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 £138003 2008£104489 2007 £23535 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 1186 1201 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 37144 29873
additions 1121 3430
acquisitions  
exchange rate movement  4860 3841
at 31 march 43125 37144
accumulated impairment
at 1 april   
impairment loss 16000  
at 31 march 16000  
net carrying value at 31 march 27125 37144 
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 75 derived from the estimated weighted average cost of
capital
impairment of goodwill
the impairment charge of £16000000 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 3592 3178 3864 3306
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 4716 3592 5132 3864
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 4649 3592 4949 3855
net book value at 1 april 2007 120 3172 3292
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 2816 2265
additions 356 551
transferred from non current assets held for sale 100 
impairment review 3260 
net carrying value at 31 march 12 2816
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 696693 ordinary 315 703 powder coating
firestop chemicals limited
56946200 ordinary 156 1122
fire retardant chemicals and
processes
 loan notes  1335
oxis energy limited 12061124 ordinary 39 100
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 3543 5914
other receivables 34 1457
prepayments and accrued income 572 4077
4149 11448
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 3543 1769 813 110 51 800 3543
2008 trade receivables 5914 1394 1635 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 £2848000 2008£2232000 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 12170243 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 50000 1000000
issued 
at beginning of year 243405 231305
issued in year 249 12100
consolidation adjustment 231235 
at end of year ordinary shares of 10 pence each 12419 243405
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 1095 4042
2009
£000
2008
£000
notes to the consolidated financial statements continued
for the year ended 31 march 2009
oxis energy limited 12061124 ordinary 39 100
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 24970 shares as part of the consideration for the purchase of  60 of frank gmbh
on 16 december 2008 the company issued 224506 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 12419719 ordinary shares of nominal value 10 pence each
on 31 july 2009 a general meeting was held and resolutions allowing the company to issue 3000000 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 12170 21107 58 855 4822 1471 38773
loss for the year attributable to equity
shareholders
   27853   27583
issue of shares 248 24 272
issue of options 27 27
reduction of share capital 11176 11176 
cancellation of share premium 20976 20976 
unrealised exchange  movement     5764  5764
movement in year 10928 20952 27 4299 5764  21790
at 31 march 1242 155 85 3444 10586 1471 16983
for the year ended 31 march 2008
at 1 april 11565 20641 58 2173 159 1471 31721
profit for the year attributable to equity
shareholders
   1318   1318
unrealised exchange movement     4663  4663
issue of shares 605 466 1071
movement in year 605 466  1318 4663  7052
at 31 march 12170 21107 58 855 4822 1471 38773
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 05 above the lender’s borrowings rate which at 31 march 2009 was 46 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 14058000 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 £1288000  the effective interest rate on the loan notes is 886 the loan
notes are repayable in one final payment on 31 december 2012 which attracts a premium of 225 of the principal amount
outstanding following the share consolidation on 13 may 2008 as referred to in note 10 and the placing of 3000000 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 2740 
finance lease commitments due within one year 59 59
loan notes due within one year  
2799 59
noncurrent
loans due between two and five years 198 2625
loan notes between two and five years 14025 14058
loan notes over five years  
14223 16683
finance lease commitments
between one and two years 37 91
14260 16774
total 17059 16833
2009
£000
2008
£000
12  financial liabilities  borrowings
invoice discounting 1503 1676
trade payables 2272 2139
other taxes and social security 457 318
other payables 118 649
accruals 2448 1155
6798 5937
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 15358 13866
rendering of services 32 161
15390 14027
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  1125
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 1651 1309
finance leases 12 4
1663 1313
finance income
bank and other short term deposits 121 293
1542 1020
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
lossprofit before tax 28648 1350
profit on ordinary activities multiplied by standard rate of corporation tax in the 
uk of 28 2008 30
8021 405
effects of
income not chargeable and expenses not deductible for tax purposes 5787 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 1472 
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 27853 1318
weighted average number of ordinary shares in issue thousands 12247 12009
basic lossearnings per share pence 2274 109
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
lossprofit attributable to equity holders of the group 27853 1318
weighted average number of ordinary shares for diluted earnings per share thousands 12247 12009
diluted lossearnings per share pence 2274 109
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 12170243 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 equitysettled sharebased 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 27840 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 40750   7500 33250 19062002 19062012
120p 190000   117500 72500 27052004 27052014
250p 12000   12000  01042005 01042015
280p 77500    77500 25082005 25082015
1375p  928000   928000 13052008 12052018
total 320250 928000  137000 1111250
warrants
280p 1406250    1406250 25082005 25082014
560p 1406250    1406250 25082005 25082014
840p 1406250    1406250 25082005 25082014
1120p 1406250    1406250 25082005 25082014
total 5625000    5625000
5945250 928000  137000 6736250
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 125p 1075p 1375p
exercise price pence 125p 14p 1375p
number of shares under option 240000 1550000 928000
vesting period years   
expected volatility  30 30 25
expected option life years 4 6 4
risk free rate  45 45 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 004p 003p 003p
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 zerocoupon 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 zerocoupon 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 320250 240p 6405000 12p
granted 928000 1375p  
exercised    
lapsed 137000 161p  
outstanding at 31 march 1111250 162p 6405000 12p
exercisable at 31 march 1111250 162p 6405000 12p
2008
number
2009
weighted average
exercise price
pence
2009
number
2008
weighted average
exercise price
pence
warrants
outstanding at 1 april 5625000 700p 112500000 35p
granted    
exercised    
lapsed    
outstanding at 31 march 5625000 700p 112500000 35p
exercisable at 31 march 5625000 700p 112500000 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 £294000 2008 £285000 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 £1089617 and net profit of £20919 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
lossprofit before taxation 28648 1338
depreciation of property plant and equipment 233 107
amortisation of intangible assets 174 47
finance costs 1542 1020
share of profitloss in joint venture 27 19
profit on disposal of investments  1125
loss on disposal of fixed assets 1 
impairment of goodwill and investments 19270 
transfer to share option reserve 27 
changes in working capital excluding effect of acquisitions and disposals 7428 1406
increase in inventory 262 176
decreaseincrease in trade and other receivables 7724 3402
increase in trade and other payables 336 761
cash generatedoutflow from operations 370 1411
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 £399618 and net losses of £5333 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 3757 1869
social security costs 333 210
pension costs 63 56
4153 2135
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 14632 27998
holland 26574 34309
total 41206 62307
2009
total
£000
2008
total
£000
united kingdom  3665
holland 1051 214
total 1051 3879
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 £5004 to the group’s available for sale investments for accounting legal and admin services 
the group also charged £16200 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 noncancellable 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 714279 shares which may be payable in the future  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 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  gainloss 15 12
impact on equity  gain loss 3593 2940
at 31 march 2009
impact on income statement  gainloss 227 186
impact on equity  gain loss 4033 3301
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 2139 1676 3874
between one and two years  91   91
between two and five years 16683    16683
at 31 march 2008 16683 150 2139 1676 20648
timing of cash flows
within one year 2740 59 2272 1503 6574
between one and two years  37   37
between two and five years 14223    14223
at 31 march 2009 16963 96 2272 1503 20834
total
£000
invoice 
discounting
£000
trade 
payables
£000
finance 
leases
£000
loans and 
loan notes
£000
financial assets
available for sale investments 12 12 2816 2816
loans and receivables
trade and other receivables 3577 3577 7371 7371
cash and cash equivalents 1095 1095 4042 4042
4672 4672 11413 11413
financial liabilities measured at amortised cost
non current borrowings 14260 14260 16774 16774
current borrowings 2799 2799 59 59
trade and other payables 6798 6798 5937 5937
23857 23857 22770 22770
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 3000000 shares at 50p per
share raising £1500000 before expenses following the placing of these shares the conversion price of the 14058000 85 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 15221 31221
15228 31221
current assets
debtors 5 11940 13837
cash at bank and in hand 5 3623
11945 17460
creditors amounts falling due within one year 6 6075 3172
net current assets 5870 14288
creditors amounts falling due after one year 7 14025 16839
7073 28670
capital and reserves
called up share capital 8 1242 12170
share premium reserve 9  20954
profit and loss account 9 5831 4454
shareholders’ funds 10 7073 28670
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 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 
iiiproperty 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 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  
ivfinancial 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 12061124 ordinary 39 100
early stage developer of lithium
sulphide batteries
biocote limited 696693 ordinary 315 704 powder coating
firestop chemicals limited
56946200

ordinary
loan notes
156

1112
1335
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 3729
at 31 march 3729
impairment and amortisation
at 1 april 
impairment loss 3729
at 31 march 3729
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 31221
additions 
impairments 16000
disposals   
net book value at 31 march 2009 15221
net book value at 31 march 2008 31221
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 75 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 £16000000
directly held
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
innocleaning magma holdings bv 18001 100 26141354
provider of steam cleaning machines
and accessories and preventive
coatings
invescotec limited 80000 80 80000
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 14025 16839
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 222758 80 5473681
manufacture and distribution of
janitorial equipment vacuums
industrial sprayers and pump
dispensers
frank gmbh 1 60 174000
manufacturers of high pressure
cleaning technologies
cryojet industrial services bv 300 60 877000 provider of cryogenic cleaning services
nature of 
business

held
cost
£
no of
ordinary
shares
indirectly held
vat recoverable 6 
amounts due from group undertakings 11895 13473
other debtors and prepayment 39 364
11940 13837
2009
£000
2008
£000
other loans 2635 
trade creditors and accruals 1314 1129
amounts owed to group undertakings 2126 2002
vat payable  41            
6075 3172
2009
£000
2008
£000
the loan notes comprise 14058000 85 fixed rate convertible guaranteed unsecured loan notes the effective interest rate on the loan
notes is 886 the loan notes are repayable in one final payment on 31 december 2012 which attracts a premium of 225 of the
principal amount outstanding following the share consolidation on 13 may 2008 note 8  and the placing of 3000000 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 50000 1000000
issued 
at beginning of year 243405 231305
issued in year 249 12100
consolidation adjustment 231235 
at end of year ordinary shares of 10 pence each 12419 243405
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 12170243 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 24970 shares as part of the consideration for the purchase of  60 of frank gmbh
on 16 december 2008 the company issued 224506 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 12419719 ordinary shares of nominal value 10 pence each
on 31 july 2009 a general meeting was held and resolutions allowing the company to issue 3000000 ordinary shares at a price of 50
pence per share were passed
as at 1 april 2008 20954 4454
loss for the year  21896
on issue of shares 24 
cancellation of share premium account 20978 20978
reduction of share capital  11176
on issue of share options  27
as at 31 march 2009  5831
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 3000000 shares at 50p per
share raising £1500000 before expenses following the placing of these shares the conversion price of the 14058000 85 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 714279 shares which may be payable in the future  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 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 21896 1393
on issue of shares 272 1071
on issue of share options 27 
21597 322
opening shareholders’ funds 28670 28992
closing shareholders’ funds 7073 28670
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 1100am 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 reappoint guido schoenmakers who retires under article 108 of the companys articles of association as a director
3 to reelect thomas stuecken who retires by rotation in accordance with the company’s articles of association as a director
4 to reelect peter teerlink who retires by rotation in accordance with the company’s articles of association as a director
5 to reappoint 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 802 of the act
up to a nominal amount of £15370894 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 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 30000000 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 1406250 ordinary shares in the capital of the company at a price of £280 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 1406250 ordinary shares in the capital of the company at a price of £560 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 1406250 ordinary shares in the capital of the company at a price of £840 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 1406250 ordinary shares in the capital of the company at a price of £1120 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 £154197 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 £10000000 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
£10000000 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 £1500000 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 adjournments 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 providers should refer to their
crest sponsor or voting service providers 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 times 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 providers 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 providers to procure
that his crest sponsor or voting service providers takes 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 providers 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 355a of the uncertificated
securities regulations 2001
10 as at 600pm on the day immediately prior to the date of posting of this notice of annual general meeting the company’s issued
share capital comprised 15419719 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 15419719
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
companys register of members at 600 pm on 27 september 2009 the voting record time or if the meeting is adjourned at 600
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 955 of the companies act 1985 that resolution 7 is recommended by
the directors as being appropriate in order to meet the companys 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 preemptive 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 coverindd   2 27672 proventec coverindd   2 18809   151740 18809   151740 rising to the challenge
proventec plc
annual report and accounts 2009
proventec plc
49 rodney street
liverpool
l1 9ew
t44 0151 706 0626
f 44 0151 706 0627
e infoproventecplccom
wwwproventecplccom
27672 proventec coverindd   1 27672 proventec coverindd   1 18809   151739 18809   151739


Summary:
 01
overview         
proventec plc
 annual report and accounts 2009
turnover £154 million 
2008 £140 million 
ebitda £19000 
2008 £251 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 ra 09 stage 2indd   3 18809   103554