Fire i SaFety i Security i DeFence
Worldwide World Class Protection
annual report & accounts 2008
annual report & accounts 2008 Westminster Group plc
Westminster Group plc
Westminster House 
Blacklocks Hill 
Banbury 
Oxfordshire 
OX17 2BS
www.wg-plc.com 01 Highlights
03 company Overview
09 current Projects 
10 chairman’s Statement
12 chief executive Officer’s report 
16 Finance Director’s report
18 Board of Directors
20 Directors’ report
22 remuneration committee report 
25 corporate governance report 
27 Statement of Directors’ responsibilities
28 independent auditor’s report 
29 consolidated income statement
30 consolidated statement of changes in equity
31 company statement of changes in equity
32 consolidated and company balance sheets
33 consolidated and company cash flow statements
34 notes to the financial statements
60 company information
Contents
the Westminster Group is a specialist 
security group operating worldwide via an 
extensive international network of agents 
and offices in over 45 countries.
the Group’s principal activity is the design, supply and 
ongoing support of advanced technology Fire, Safety, 
Security and Defence solutions to governments and 
government agencies, non-governmental organisations 
and blue chip commercial organisations worldwide.
the Mission of Westminster Group plc is to be recognised 
as a worldwide centre of excellence for the provision of 
Fire, Safety, Security and Defence products and services.
  Revenues Order book Enquiries received Orders received
“We have delivered  
a strong performance during  
the period, despite the 
challenging economic climate 
of today, producing significant 
growth in both turnover and 
order book. 
We have demonstrated our 
ability to deliver complex 
and innovative solutions to 
an impressive list of clients 
worldwide. This track record 
will stand us in good stead to 
secure and deliver increasing 
business within this target 
market”.
Peter Fowler 
Chief Executive Officer
Operational Highlights
Major contract award to protect Juba Airport in Southern Sudan –   ´
valued at $4.7million 
Opening of Middle East office in Abu Dhabi and Asian office   ´
in Malaysia
Bespoke solutions provided worldwide including UK, Africa,   ´
Middle East and Asia 
Wide range of solutions and equipment delivered including Covert &   ´
Overt Border Protection, Bomb Jamming, Scanning Equipment, RF  
& GSM Interception, Explosive Detection and Bomb Blast Protection, 
Marine Security, Integrated Banking Security Systems, Rapid Deployment 
Security Solutions, VIP Protection
Financial Highlights
Revenues up 100% on year end 2007 to £5.5million  ´
Gross profit margin maintained at 35% ´
Contracted order book up 180% on year end 2007 to £4.2million ´
Profit after tax £204,000  ´
Strong Cash position with net cash circa £600,000  ´
Group is debt free ´
Post Period Highlights
Acquisition of ‘Close Protection’ and Risk Assessment   ´
company Longmoor Group for up to £2.4million
Launch of Westminster International’s new web site   ´
www.wi-ltd.com believed to be the largest security  
website of its type in the world.
highlights 01
Westminster Group plc I Annual Report & Accounts 2008
New Contract Awarded: 
Specialist Interception System –  
Sub-Saharan Africa
Westminster International’s security division secured a new contract to provide 
a specialist GSM interception system for a government in Sub-Saharan Africa. 
The contract, valued at $900,000, was awarded to Westminster following 
a thorough technical analysis of Westminster’s solutions and is a testament 
to Westminster’s growing international reputation of providing bespoke high 
security solutions to governments and governmental agencies worldwide.
‘06 ‘08 ‘07
£5.5m £2.7m £2.0m
‘06 ‘07 ‘08
£4.2m £1.5m £0.9m
‘06 ‘07 ‘08
1,541 1,477 1,169
‘06 ‘07 ‘08
£8.2m £3.3m £1.5m
$900,000
Contract Value  Westminster Group plc  I  Annual Report & Accounts 2008
h eading 2 Fire services & equipment 02
Market Analysis
 Security 86%
 Defence 3%
 Fire 10%
 Safety 1%
Clients include: Anglo Beef Processors
Briggs & Forrester
Coventry University
Department for  
International 
Development 
Derby City Council
each year, fire is responsible for millions of pounds of loss and damage 
within the u K, not to mention the often devastating effects on families 
and businesses.
u nder eu law, many properties are required to install and maintain 
appropriate fire alarm systems and equipment. in the future, legislation 
may require a greater range of properties to install alarm systems as 
standard. s imliar laws exist or are coming into effect in other regions 
around the world.
Westminster has the technical knowledge and support to ensure 
compliance with legislative requirements, both during installation 
and for ongoing maintenance. Westminster Group plc  I  Annual Report & Accounts 2008
A Centre of Excellence
The mission of the Westminster Group plc and its subsidiaries is to be recognised as a worldwide 
centre of excellence for the provision of Fire, Safety, Security and Defence products and services.
Our range of products and services is extremely broad and covers all forms of Anti-Terrorism 
& Risk Reduction, Defence and Homeland Security Solutions. This breadth of experience, 
together with our global reach, means we can provide Worldwide World-Class Protection 
solutions to almost any Fire, Safety, Security and Defence problem or requirement.
Our Market
We operate in a large and growing market that is unlikely to experience serious downturn 
or contraction, even in challenging economic climates. It is a wide and diverse market with 
intense competition in certain areas, whilst having under-developed, fragmented competition 
in others. These latter areas are the primary focus of our international activities.
Our Group
We have three operating divisions providing a wide range of solutions and services.
FIRE I SAFETy I SECURITy I DEFEnCE
c ompany o vervie W 03
Longmoor Group
Longmoor Group is recognised as 
a leading provider of quality security 
personnel and corporate security 
solutions worldwide protecting high 
profile international customers including 
organisations such as the BBC. 
Longmoor’s operatives all hold British 
Home Office or British Armed Forces 
qualifications in their specialist fields.
The company covers four areas – 
Training, Security & Protection, Risk 
Management and Special Projects – 
providing a complete security solution. 
www.longmoor-group.com
RMS Integrated Solutions Ltd
A specialist provider of integrated low 
voltage systems throughout the UK, 
including Fire & Security Systems, 
CCTV, Structured Cabling, TV & Satellite 
Distribution and Wireless Technology 
Distribution. Solutions are tailored to 
clients’ specific needs, keeping goals  
and budgets at the forefront of design.
RMS has all the technical and financial 
resources necessary to undertake any 
project regardless of size or complexity.
www.rms-is.com
Westminster International Ltd
Providing solutions to almost any  
Fire, Safety, Security and Defence 
requirement, working with government 
agencies, military establishments, 
airports, sea ports, embassies, banks, 
power stations and major organisations 
and corporations worldwide.
The range of products and services is 
broad and covers Anti-Terrorism & Risk 
Reduction Solutions, Border & Perimeter 
Security, Covert & Overt Surveillance and 
Tracking Systems together with Defence 
& Homeland Security Solutions etc.
www.wi-ltd.com Westminster Group plc  I  Annual Report & Accounts 2008
h eading 4 s aFety services & equipment 04
a few examples of Westminster group clients
Clients include: Aztec Group 
Bank of Sudan 
BP
Foreign & 
Commonwealth Office, 
London
Hilton
South yorkshire Police
World Food Programme
We are personal safety specialists for individuals and employees.
We specialise in emergency lighting systems to allow safe evacuation  
from buildings in the event of power failure, often required under 
legislation. Working to British s tandards and european legislation, 
we assist with design, installation and maintenance.
We provide other specialist services such as security lighting systems, 
public address systems, nurse call and warden call systems, personal 
alarm systems, medical alert systems for the elderly and infirm and 
personnel protection systems for hospital staff etc. We have developed 
lone worker monitoring systems. t hese provide protection to individuals 
who work remotely on isolated sites, such as inspectors, engineers or 
delivery persons, against illness, mishap or accident.
Market Analysis
 Security 86%
 Defence 3%
 Fire 10%
 Safety 1% Westminster Group plc  I  Annual Report & Accounts 2008 Westminster Group plc I Annual Report & Accounts 2008
 UK & Europe 41%
 Africa 56%
 Middle East 2%
 Asia & Pacific 1%
Geographical Analysis
The Group’s 
international business  
is conducted on a  
global scale.
Worldwide World Class Protection
The focus of our business is to provide niche products for niche markets around 
the world, with particular focus on emerging and third world economies. We do 
so through an expanding network of agents in over 45 countries, primarily in the 
Middle East, Africa, Asia and South America, which are supported by strategically 
located regional offices.
Thanks to the investment we have made in recent years in building up our 
international presence and agency network, and the strategy we have developed 
to capitalise on the market opportunities that undoubtedly exist in these regions, 
we believe Westminster is developing a competitive advantage and is therefore 
well placed to achieve significant growth from the many opportunities presented.
A growing network of agents amd offices in over 45 countries
 Regional WSG Offices
 Agent locations
c ompany o vervie W continued 05 Westminster Group plc  I  Annual Report & Accounts 2008
h eading 6 s ecurity s ervices & e quipment  06
Market Analysis Clients include: Government of 
Southern Sudan
HM Prison Service
ECO Bank
Historic Royal Palaces
International Atomic 
Energy Agency
Kempinksi Hotel, 
Mall of the Emirates
United nations
UPS
s ecurity is of primary concern to everyone from individuals, who wish  
to ensure the security of their property from theft and personal intrusion, 
to governments, non-governmental organisations and multi-national 
corporations worldwide, who need to protect their staff and key assets.
We provide design, supply, installation and maintenance of a wide range 
of security systems and equipment internationally to countless domestic, 
retail, commercial and industrial premises, government establishments, 
banks, airports, ports and embassies etc.
 Security 86%
 Defence 3%
 Fire 10%
 Safety 1% Westminster Group plc  I  Annual Report & Accounts 2008 Westminster Group plc I Annual Report & Accounts 2008
Airports & Aviation
Westminster’s wide portfolio of Fire, Safety, 
Security and Defence solutions and expertise 
in the provision of airport security is helping to 
protect airports throughout the world.
Banking
Westminster can provide security solutions for every 
aspect of the Banking and financial services industry.
Border Security
Westminster can provide a wide range of Border 
Security solutions for the surveillance, detection 
and screening of persons crossing national land, 
sea or air borders.
Buildings & Compounds
Threats to buildings & compounds are 
 many and vary from the tangible to intangible. 
Westminster offers a wide range of equipment 
and solutions to counter such threats; from  
leak detection to blast protection!
Critical Infrastructure
Westminster has an extensive portfolio of solutions 
to protect critical infrastructure, such as electricity 
generation and distribution, water supplies, 
transport, tunnels and bridges.
Embassies
Westminster has a wide portfolio of products and 
services both for the protection of Embassies and 
Embassy staff worldwide.
Governments
Westminster is able to assist Governments and 
their agencies to deal with various security issues, 
whether it be protecting buildings, infrastructure, 
information or individuals or the gathering of 
intelligence or provision of systems for the fight 
against crime, insurgency and terrorism.
Hotels, Clubs, Casinos & Bars
Anywhere where there are large numbers of people 
there is the potential for disturbance, unrest, fraud, 
criminal and even terrorist activity. Westminster 
offers a wide range of products and solutions to 
assist the management of these threats and to 
protect guests and patrons accordingly.
Military
Westminster can supply a wide range of non-
offensive military equipment and defence solutions 
such as RF jammers, armoured vehicles, mine 
detection and disposal equipment, protective 
clothing, ID systems, medical and trauma packs, 
survival equipment, diver detection sonar and 
perimeter detection systems.
Non-Governmental Organisations
Westminster has extensive experience of providing 
safety and security solutions to protect nGO’s 
such as the Un or World Food Programme in 
hostile areas around the globe.
Oil & Gas
Westminster can provide expert guidance on oil 
& gas production plants, pipeline infrastructure, 
pumping stations, terminals and even shipping 
and has a wide range of specialist fire and security 
solutions for the protection of such facilities, 
including advanced pipeline protection solutions.
Police & Law Enforcement
Westminster offers a range of covert and overt 
scanning and tracking solutions, data gathering 
solutions and protective equipment to assist the 
security services carry out their vital roles safely 
and efficiently.
Ports & Harbours
Westminster has a wide range of security and 
defence solutions which can be deployed to 
protect ports & harbours including both  
land and marine based systems.
Power Stations & Utilities 
Westminster can protect power stations & utilities 
using a range of specialist solutions including 
perimeter security, surveillance systems and 
specialist fire detection & suppression systems etc.
Prison & Detention Centres
Westminster provides a range of effective  
security solutions for prisons & detention centres 
to control and monitor the flow of people moving 
in and out of the premises, as well as within the 
facilities themselves.
Schools & Hospitals
There is a growing concern around the world that 
schools and colleges are now becoming subject 
to violent crime. Staff in the healthcare sector are 
regularly subject to violent threats and attack from 
patients and guests. Westminster can advise on 
and supply a wide range of solutions to address 
this problem.
Theatres, Stadiums & Arenas
Large entertainment venues provide a unique set 
of safety and security challenges. Westminster 
can provide a vast array of security and safety 
solutions to help minimise risk and disruption 
and also provide structured and comprehensive 
training of officials in how to cope with threats and 
emergencies as well as risk assessment planning.
VIP & Personal Protection
Westminster provides comprehensive  
solutions for VIP protection. Individuals 
themselves can be protected using  
Westminster’s specialist and discreet  
personal security and close protection teams. 
c ompany o vervie W continued 07
A broad range of services
We are not a manufacturer and are not therefore tied to any one single product or technology. As a solutions 
provider/systems integrator, we offer a broad range of products and services from manufacturers all over the world,  
wherever possible negotiating advantageous or exclusive rights prior to promoting them to our target client-base.  
We believe that one of the key strengths of the Group is our ability to bring together and integrate a wide range 
of technologies from different sources to produce comprehensive bespoke solutions suited to clients’ needs.
Westminster continually develops and expands its range of solutions for customers in all sectors in response  
to their concerns. Customers can be assisted in identifying risks of which they were previously unaware and  
offered relevant solutions.
Above all, the Group is committed to total quality in all areas of business; ensuring clients receive the highest 
standards of service and aftercare 24 hours a day, 365 days a year.
“Governments and corporations continue to have to pay close  
attention to the security of their critical infrastructure, citizens 
and staff. As threats become more sophisticated, so do the 
counter-measures required to defend against them. The Group 
is continually developing and expanding its range of solutions 
for our customers in response to their concerns.”
Lt. Col Sir Malcolm Ross GCVO, OBE 
Chairman
Sectors Westminster Group plc  I  Annual Report & Accounts 2008
h eading 8 deFence s ervices & e quipment 08
Market Analysis Clients include: African Government 
Asian Military
British Army
KSA MOI
Royal navy
United States Air Force
“Terrorism casts its shadow across the globe –  
yet the word’s resolve to defeat it has never been greater”
 – former US Secretary of State, Colin Powell.
We live in an unsafe world. War, conflict and civil unrest are common concerns 
in many regions. h undreds of terrorist organisations exist – each with their 
own hatreds and agendas. in addition, corporations face an ever increasing 
threat from widespread criminal activity and cross border infiltration.
o ur mission statement includes: “Westminster believes all citizens of the 
world have a right to personal safety, security and to be free from the threat 
of terrorist attack”. Westminster offers a range of non-aggressive defence 
solutions to authorised governments and military worldwide.
 Security 86%
 Defence 3%
 Fire 10%
 Safety 1% Westminster Group plc  I  Annual Report & Accounts 2008
“The business has already started to demonstrate the potential that we outlined when 
floating the Company on AIM in June 2007 . We had an order book worth £4.2 million  
at 31 December 2008, 180% higher than a year ago. We have a substantial, active  
quote bank and are starting to see an increasing rate at which orders are being won. 
“We have demonstrated our ability to deliver complex and innovative solutions and 
secure a broad range of contracts in our target markets globally. Westminster’s 
reputation in these markets is significantly enhanced with each contract delivered.”
Peter Fowler 
c hief executive o fficer
Specialist Explosive Detection Systems
Westminster International secured several new contracts for specialist  
explosive detection and scanning systems in the Middle East, Asia and Africa.
The contracts, with a combined value over $1.4 million, relate to 
 the provision of specialist explosive detection systems for military and 
governmental clients within Asia and Africa, together with baggage screening 
systems for a major commercial organisation within the Middle East. 
Due to the sensitive and confidential nature of the contracts further  
information is restricted.
$1.4m
Combined Value 
VIP Protection within the UK
Westminster Group plc secured an important contract for a complete fire  
and security solution to protect a substantial VIP residence within the UK.
The contract, valued at circa £590,000, involves the complete fire  
and security overhaul of the house, outbuildings and grounds.
The solution includes the installation of covert perimeter detection and  
ground-based radar, integrated with sophisticated surveillance equipment.  
The surveillance cameras used in the fit-out are ultra high-performance 21 million  
pixel surveillance cameras with military specification motion detection facilities 
for tracking any would-be intruders approaching the property.
current projects 09
Total Security Solution to Juba Airport 
– Southern Sudan
Westminster secured a major contract award from the Government  
of Southern Sudan for extensive security enhancements at Juba International 
Airport. The contract, valued at circa $4.7 million, involves the installation  
of a high security perimeter fence which will be protected by Westminster’s 
FOSS fibre detection system which will detect any attempt to cut, climb or lift the 
fence. Westminster is also providing airport surveillance cameras, a control & 
command system and a range of specialist scanning equipment which will result 
in a significant enhancement of security of the airport complex and is evidence 
of Westminster’s growing international reputation, and our ability to provide 
bespoke solutions to governments and governmental agencies worldwide.
$4.7m
Contract Value 
£590,000
Contract Value  Westminster Group plc  I  Annual Report & Accounts 2008
chairman’s statement 10
Overview
I am pleased to present the accounts 
of Westminster Group plc for the year 
ended 31 December 2008, our first full 
year’s results since the Admission of 
the Group to the AIM market in June 
2007. These results, with a doubling of 
revenues and a profit for the full year, 
demonstrate the benefits to the Group 
of having listed on AIM, as well as 
justifying the growth strategy that has 
been pursued over the past years. 
Market
The market for security, defence, fire 
and safety solutions is extremely large 
and continues to develop, despite the 
very challenging economic climate in 
the world at large. The importance of 
protecting their people continues to 
be a high priority for all organisations 
throughout the world.
Governments and companies currently 
face many difficult choices on how to 
allocate resources, which are more 
limited than they were a year ago, for 
reasons of which we are all aware. 
nevertheless, the vital importance of 
international trade to the rebuilding 
of the global economy is even more 
obvious. For such trade to flourish, the 
facilities through which it is conducted 
have to be secure and well-protected.
Our business model is based upon 
having agents located in all the 
countries in which we wish to operate, 
currently standing at over 45. This 
global presence is difficult to replicate 
and limits the competition we face from 
companies similar to ourselves. This 
structure enables us to respond quickly 
and effectively to our customers’ needs.
We focus on niche solutions for  
niche markets, particularly in parts 
of the developing world where a 
significant and growing number 
of opportunities exist and where 
there is relatively limited indigenous 
competition. To do this effectively, our 
global network of agents, who provide 
in-country knowledge, logistics, 
manpower and service support, is 
critical and enables us to be a very 
scalable business with the ability 
to undertake numerous projects 
simultaneously with relatively few direct 
employees. We believe this network 
to be one of our key strengths. This 
means that we are not focussed on 
the highly competitive markets of 
Western Europe or north America, 
nor on commodity products where 
competition is at its most intense.
I reported last year that we were well 
positioned for growth, which is now 
being achieved. We are looking to 
continue organic growth at a rapid 
rate, by building on the successes  
we have already achieved. We started 
2009 with an order book more than 
double that at the beginning of 2008, 
which is most encouraging.
Operations
The Group now has an “open quote 
bank” of around £300 million at the 
year end. We continuously review 
these open quotes and, if they seem 
a long way from possible realisation, 
we remove them from the active list. 
This “open quote bank” appears very 
large relative to our current revenues, 
however, given the very long-term 
nature of much of the business we  
are targetting, it is further evidence  
of the confidence the Board has in the 
growth prospects for the Group.
During 2008 we have been developing 
our Dubai office. Whilst it has yet to 
deliver significant orders in the region, 
we are now involved in many more 
substantial quotations in the Middle 
East, which we believe will be of great 
benefit in the coming year.
The Group has a reputation in our 
markets which is significantly greater 
than the current scale of the business 
would suggest. By building upon this 
reputation of delivering exciting and 
innovative solutions to our customers, 
we believe that we can maintain the 
growth and momentum of the Group. 
A key step forward in our mission 
to deliver high-quality innovative 
solutions was the award of ISO9000 
accreditation early in 2009.
Longmoor Group
On 25 February 2009 we completed 
the acquisition of Longmoor Services 
Limited (trading as Longmoor Group), 
a relatively new business specialising in 
close protection and security risk advice. 
Its training courses for close protection 
are highly regarded. The management 
team of Longmoor have extensive 
security experience from their time in the 
Royal Military Police and UK Police forces.
I am very pleased to report that The Rt 
Hon Sir John Wheeler DL, JP , KStJ, 
Longmoor’s chairman, has agreed to 
continue to serve in that capacity. His 
experience and contacts in the security 
field will be invaluable to us. He was 
Chairman of the national Criminal 
Intelligence Service and the n ational 
Crime Squad from 1997 – 2002.  
“I reported last year that we were well positioned for growth, which 
is now being achieved. Our Group is continuing to expand both 
organically and through acquisition and I believe that we have the 
skills and management capability to continue expansion.”
Lt. Col Sir Malcolm Ross GCVO, OBE 
Chairman Westminster Group plc  I  Annual Report & Accounts 2008
  11
He was commissioned in 2002 by 
HM Government to produce a report 
on Airport Security in the wake of the 
attacks on 11 September 2001 and 
headed a major report entitled ‘An 
Independent Review into Airport Security 
and Policing for the Government of 
Australia’ in 2005. He has also advised 
other Governments on airport security. 
We very much welcome the whole 
Longmoor team to our Group.
Board Changes
There have been no board changes 
since I reported the appointment on 
1 February 2008 of The Hon Sir Michael 
Pakenham KBE CMG, as a non-
Executive Director and Chairman of the 
Audit Committee. His experience and 
contacts are proving of great value to us.
I am also pleased to report that 
nicholas Mearing-Smith, our Group 
Finance Director, was able to join 
us full-time from July 2008. His 
experience as a Chief Executive of 
international businesses, as well as 
having been a Finance Director of large 
companies, is strengthening our ability 
to grow successfully.
Staff
Our staff continue to be very 
committed to building our business. 
Their dedication is crucial to how we 
are able rapidly to grow our business 
as well as sustaining the quality 
standards that are essential in our 
business. I warmly thank them for  
all that they have done for us.
Summary
I am delighted to be able to report 
excellent progress in my first full year 
as Chairman of Westminster Group.
Our Group is continuing to expand both 
organically and through acquisition. 
I believe that we have the skills and 
management capability to continue 
this expansion. We are in an industry 
that continues to have excellent growth 
prospects and I am confident of our 
future success.
I would also like to thank you, our 
shareholders, for your continued 
support for our Company.
Lt. Col. Sir Malcolm Ross
GCVO, OBE
Chairman
 
 
New contract awarded:
Safety & Security Systems  
for 165 Bedroom Student Accommodation in London.
The contract was secured by RMS, which is valued at circa £150,000  
and is to provide a range of Safety and Security systems to a large  
student accommodation block in London consisting of 165 bedrooms  
and 14 common rooms. Systems to be installed include Access Control 
Systems, Closed Circuit TV Surveillance, Video Door Entry Systems and  
a Voice/Data & IP TV n etwork throughout the building.
£150,000
Contract Value  Westminster Group plc  I  Annual Report & Accounts 2008
c hie F executive oFF icer’s report 12
Overview
2008 was the year during which our 
investments to date in building the 
Group have started to show results. 
Major contracts in Africa have been 
supported by a broad spread of 
contracts in other regions and across a 
broad range of products and solutions.
Total revenues grew by 100% over 
the year – 110% in our Advanced 
Technological division and 74% in our 
Low Voltage Systems division. I am 
pleased to report that the Group made a 
profit before tax for the year of £201,000.
The Group’s principal activity remains 
the design, supply and ongoing support 
of advanced technology Security, 
Defence, Fire and Safety solutions. 
Target clients are Governments and 
related agencies, non-governmental 
organisations, military establishments, 
airports, sea ports, banks, power 
stations and blue-chip commercial 
organisations worldwide. 
The focus of our business is to provide 
niche products for niche markets 
around the world. We do so through an 
expanding network of agents in over 
45 countries, primarily in the Middle 
East, Africa, Asia and South America, 
which are supported by strategically 
located regional offices.
Our Market
We operate in a large and growing 
market that is unlikely to experience 
serious downturn or contraction, even 
in the challenging economic climate of 
today. It is a wide and diverse market 
with intense competition in certain 
areas, whilst having under-developed, 
fragmented competition in others. 
These latter areas are the primary 
focus of our international activities.
We have developed a business 
model which is focused on providing 
niche products and services to 
niche markets around the world, 
with particular focus on emerging 
and third world economies. Many of 
these have high security requirements 
but an under-developed indigenous 
security industry and therefore look 
to companies such as Westminster 
to provide the expertise required. 
Competition in these areas is often 
extremely fragmented due to logistical, 
cultural and political complications. 
Where we face competition it is often 
from large multi-national companies 
which, due to their size and structure, 
are often slow to react, or local but less 
technically astute companies or single 
product suppliers who are only part of 
any solution. Westminster is therefore 
well placed to secure business within 
our chosen market, particularly where 
we have been instrumental in advising 
on or designing the solutions required.
Thanks to the investment we have 
made in recent years in building up 
our international presence and agency 
network, and the strategy we have 
developed to capitalise on the market 
opportunities that undoubtedly exist in 
these regions, I believe Westminster is 
developing a competitive advantage 
and is therefore well placed to achieve 
significant growth from the many 
opportunities presented. This belief is 
borne out by the high level of enquiry 
activity we are experiencing for large 
scale and niche solutions, not only 
from our target client-base, but also 
from a number of the large multi-
national and local indigenous security 
companies, who are increasingly turning 
to Westminster for niche area solutions.
Our recent acquisition of the Longmoor 
Group further extends our market 
focus and capabilities with the 
provision of risk management, close 
protection and training services to high 
net worth clients, corporations and 
government bodies worldwide. 
Whilst our primary focus is on delivering 
major projects, equipment and services 
internationally, the UK nevertheless 
remains an important market for us. 
Here we are focused on niche market 
segments including the provision 
of low voltage integrated systems, 
predominantly in high-rise buildings. 
Despite the economic climate and 
downturn in construction activity, our 
UK-based subsidiary RMS Integrated 
Solutions Ltd (RMS), is experiencing 
growing demand particularly with the 
provision of large-scale multi-disciplinary 
integrated systems. For example; 
fire, security, structured cable, data 
networks and distributed TV systems. 
RMS delivered a strong performance 
in 2008 and is a testament to our 
focus on niche sector solutions.
Strategy
Our strategy and business model  
is to concentrate on niche products 
and services in niche markets 
around the world, particularly where 
competition is limited or fragmented 
and to deliver this through a growing 
and strategically located agent network 
in the regions in which we operate. 
Our target clients are potentially high 
“With resources in place to enable the further development  
of the profile of the business, clear strategic goals and objectives 
and continuing development of the operational infrastructure, 
the Board is confident of a solid performance for 2009 and  
exciting growth beyond.”
Peter Fowler 
Chief Executive Officer Westminster Group plc  I  Annual Report & Accounts 2008
  13
value repeat order customers with 
demanding performance criteria.
We believe success in our target 
markets requires meeting exacting 
criteria: credibility, financial stability, 
professionalism and experience, with 
a demonstrable track record and 
crucially, ‘in-country’ knowledge and 
connections. These, together with the 
political and logistical issues presented 
in many countries, present a significant 
barrier to entry for many companies, 
yet give an opportunity for those 
like Westminster who have the right 
credentials and are properly structured 
with local support.
We have demonstrated our ability 
to deliver complex and innovative 
solutions to an impressive list of 
clients worldwide and have therefore 
clearly established a credibility 
and a demonstrable track record 
with governments and blue chip 
organisations, which stand us in good 
stead to secure and deliver increasing 
business within this target market. 
We have, in recent years, devoted 
much of our efforts to establishing a 
credible worldwide network of agents 
who can provide in-country logistics 
support, manpower, intelligence and, 
critically for our clients, on-going 
service support once we have provided 
the goods or services. Agents are 
chosen for their connections and 
knowledge of the country or region 
and for their ability to act as a conduit 
between Westminster and its target 
clients. We now have an extensive 
agent network in over 45 countries 
covering every continent with the 
exception of Antarctica and, whilst 
we will continue to grow this network, 
we believe we now have the structure 
and global reach to begin delivering 
meaningful growth. 
We are not a manufacturer and are 
not therefore tied to any one single 
product or technology. As a solutions 
provider systems integrator, we offer a 
broad range of products and services 
from manufacturers all over the 
world, wherever possible negotiating 
advantageous or exclusive rights prior to 
promoting them to our target client-base. 
We believe that one of the key strengths 
of the Group is our ability to bring 
together and integrate a wide range 
of technologies from different sources 
to produce comprehensive bespoke 
solutions suited to clients’ needs.
Websites
Due to the global nature of our 
business, an effective web presence is 
an important aspect of our marketing 
strategy. We have therefore invested 
heavily in our various group websites 
not only in design and functionality but 
also in search engine optimisation. 
Our multi-lingual Group website  
(www.wg-plc.com) is fully compliant 
with rule 26 of the London Stock 
Exchange and has been designed 
to provide shareholders access to a 
wide range of shareholder information, 
including an email alert system, as well 
as acting as a portal to our various 
group companies and services. 
Our international website  
(www.wi-ltd.com) is the main portal to 
our core business. The site, which runs 
to hundreds of pages and is extensively 
used as a reference site by clients and 
industry consultants alike, is, we believe, 
one of the largest security websites of 
its type in the world. The site has tens of 
thousands of hits per month, generating 
a high level of enquiry activity and is an 
important marketing tool for international 
buyers. At the time of the IPO we 
announced our intention to expand on 
this and a new multi-lingual version of the 
site, which has been under construction 
for most of 2008, was launched in April 
2009. The site has been completely 
restructured and rewritten to ensure 
that its already high presence is greatly 
enhanced through the application 
of modern tools that promote web-
effectiveness. With an international client-
base, the combination of local agents 
and the ability of the customer to see  
the breadth and quality of our products  
and services through the web is a 
powerful marketing weapon. 
In 2008 we also launched the new 
RMS website (www.rms-is.com), which 
covers the extensive range of their 
services and helps promote our UK 
services to a far wider audience.
Following our recent acquisition  
of the Longmoor Group, we will be 
developing the Longmoor website  
(www.longmoor-group.com) as an 
integrated part of the Group. A key 
driver for acquiring Longmoor is our 
belief that we can greatly enhance  
their marketing reach through our 
website and agents. 
All websites are fully interactive and 
provide an excellent showcase for the 
Group’s extensive range of products 
and services.
Business review
This year has been significant in  
two ways; the securing of our largest 
contract to date in Africa and the 
continued enhancement in the quality 
and size of enquiries in which we  
are involved.
A review of activities by region  
is given below:
Africa 
We were awarded the contract to 
provide all the security for Juba airport 
by the Government of Southern 
Sudan. This contract was for $4.7 
million and is likely to be the foundation 
of a productive long-term relationship 
with Southern Sudan. The country has 
been rebuilding its infrastructure after a 
long period of civil war. The challenges 
of such a project are therefore quite 
different from those we encounter in 
other countries. Southern Sudan is 
roughly three times the size of the UK, 
with limited road infrastructure. Airports 
are therefore a crucial element of the 
transport infrastructure. Without proper 
security the country’s airports cannot 
be used by normal airlines. 
Our project involves providing high-
security fencing for the entire perimeter 
of the airport, protecting it with the 
latest fibre optic detection equipment, 
as well as providing scanners, road 
blockers, cameras and all the other 
components of a complete airport 
security system. What we are doing 
will greatly assist Southern Sudan in 
rebuilding its economy. Westminster Group plc  I  Annual Report & Accounts 2008
c hie F executive oFF icer’s report continued 14
We also supplied a bomb jamming 
system, scanning equipment and  
a GSM interception system to various 
Sub-Saharan governments. Such 
systems are a vital part of the security 
services’ armoury in their fight  
against terrorism.
We continued our work on providing 
security systems for the branches of a 
major West African bank. This contract 
follows the original work that we did for 
the headquarters of the bank.
We also supplied baggage scanning 
equipment for an agency of the Un for 
use in north Africa.
We supplied a diver detection and 
deterrence sonar system to protect  
a north African government’s harbour. 
This product was developed by 
Westminster to enable the authorities 
to detect intrusion by divers and then 
to persuade them to leave. In-harbour 
visibility is very low, so interception 
by the authorities’ own divers can be 
difficult. Our deterrence system allows 
the authorities to speak directly to the 
diver and, if they do not respond, to 
use specialist tones that force the diver 
to surface. The client was so pleased 
with the results  that a further system 
has now been ordered for deployment 
during 2009.
The Middle East
Whilst our strategy is to develop and 
operate through our agent network, 
we recognise that we also need a 
strategic ‘regional office’ presence in 
some regions to support our agents 
and provide additional credibility. The 
Middle East is the most important 
region in question and during the year 
we have invested heavily in establishing 
our Middle East office operations 
in Dubai and Abu Dhabi and on 
developing much stronger relationships 
in the region. This investment, 
amounting to some £350,000, all of 
which has been expensed in the P&L 
during the year, is already proving to  
be a sound strategy as shown below 
and will, I believe, lead to valuable 
business in the coming years. 
The benefits of this approach were 
recently demonstrated when we 
announced a £1 million contract 
for the supply of Westminster’s 
newly developed ‘ThruPORT’ rapid 
deployment, high security scanning 
portals which are to be deployed at 
airports within Iraq. The contract will  
be delivered within the next few 
months with the revenue being fully 
recognised in 2009.
ThruPORT is a complete, self-contained 
scanning solution designed by 
Westminster and utilising a range of overt 
and covert scanning systems, built within 
a specialised ISO shipping container 
which is rapidly deployable and can be 
shipped throughout the world. Once it 
has arrived on site, the unit can be set 
up and fully operational within hours.
All systems are remotely controlled 
and monitored from a safe distance, 
together with CCTV surveillance and 
audio communications links. Should 
a suspect device be detected, the 
person can be directed to a separate 
‘safe’ blast controlled search area.
Typical deployment would be some 
distance from the main building, 
such as an airport terminal, to 
ensure that potential blast damage 
is minimised through its containment 
in a controlled environment. The 
system can, in addition, be deployed 
together with Westminster’s vehicle 
scanning solutions providing a secure 
environment for thorough and effective 
scanning of both people and baggage 
entering vulnerable or high security 
sites, such as airports, borders, 
embassies, military compounds and 
government buildings, whilst at the 
same time eliminating or minimising 
any collateral blast damage should an 
incident occur.
We have also been awarded an 
important and prestigious 2 million Euro 
contract for the supply and installation 
of an advanced security net across 
the river n ile to protect the new n agaa 
Hammadi Dam complex in Egypt. 
The security net comprises a steel 
wire mesh with an integral fibre optic 
core woven into every strand. Any 
attempted attack on the net will signal 
an alarm and indicate the location of 
attack from within the security control 
room. The net, spanning the entire 
width of the river n ile, will be fitted 
with an automatic gate which can be 
remotely opened and closed from within 
the control room, allowing authorised 
ships passage into the lock complex.
The net will rise from the river bed 
to circa 2 metres above the surface 
to prevent climb over and will also 
be fitted with a bespoke strain gauge 
and stress system in order to provide 
early warning alarms within the control 
room of pressure building up from the 
estimated 60 tons of weed floating 
down the nile every day.
In addition, advanced thermal  
imaging surveillance cameras will be 
installed to monitor the net and river 
approaches. Thermal imaging cameras 
can work under extreme conditions, 
including zero light levels, allowing for 
uninterrupted monitoring from within 
the security control room.
The ability to design and deliver wide 
and diverse creative solutions of this 
nature, addressing difficult security 
issues is, we believe, what distinguishes 
Westminster in the market.
Amongst the many other contracts  
in the region we have also supplied 
and commissioned a specialist intruder 
detection system to protect the 
perimeter of a petrochemical plant  
in Kuwait utilising our FOSS fibre optic 
security solution which involved the 
installation of a high security, covert 
detection system, concealed below  
an area of ‘no-mans-land’ between 
 the two external perimeter fences.  
The system has been designed to 
detect any movement by intruders 
trying to gain entry to the facility at any 
point along the 2km perimeter fence 
and to pinpoint the exact location of 
the intrusion to within a few metres. 
The Americas 
In South America, although we have 
won some valuable smaller orders, 
the major contracts on which we have 
been working have yet to materialise. 
We currently have several major 
enquiries under discussion and, now 
that our website is available in Spanish, 
we believe that this market could be 
more promising for us. Westminster Group plc  I  Annual Report & Accounts 2008
  15
Asia and Pacific
The Asia and Pacific region is also  
a focus area for the Group where  
we anticipate growing demand for our 
services. We have received a number 
of significant enquiries for our products 
and services in the region and we 
are hopeful of announcing important 
contract wins later in 2009.
During the year we secured contracts 
for a range of equipment and services 
in the region including bomb jamming 
equipment and explosive detection 
solutions to Far Eastern countries, 
mine clearance equipment for an 
Asian MOD and delivered scanning 
equipment for an Asian Government 
department to help counter rising 
terrorism within that country.
In June 2008 Westminster International 
co-hosted a Security Exhibition with 
the company’s Malaysian agent, CD 
Solutions SDn BHD, in Kuala Lumpur 
which took place in the prestigious 5 star 
Marriott Hotel in Putrajaya, the Malaysian 
government’s administrative capital. The 
function was presented to Deputy Home 
Minister y B Dato Chor Chee Heung, 
which also included over 100 delegates 
consisting of key decision makers for 
the military, ports & harbour, customs, 
police, drug enforcement, airports and 
other agencies.
The exhibition started with a 
presentation from the Deputy Minister 
in which he addressed the delegates 
about the need to stay on top of 
security. The importance of the event 
was echoed by the full coverage from 
the national press and media. 
UK and Europe
We continue to be active in the UK and 
Europe, expanding our customer-base 
in the region with a broader range of 
products and services and potential 
security solutions. 
During the year we installed a large-
scale integrated security solution for a 
stately home within the UK. The same 
customer has now asked us to provide 
extensive security solutions to protect 
his London home.
We have continued to provide a wide 
range of products and services in the 
region to a wide variety of customers 
including HM Prison Services, Police 
Forces and Law Courts throughout 
the UK.
We are currently negotiating with an 
Eastern European country to provide 
a sophisticated security solution to 
their extensive network of pipelines 
to protect, not only against potential 
terrorist attack, but also against illegal 
tapping and theft of products which 
costs them tens of millions USD per 
annum. not only have we visited the 
country in question and held high-
level discussions, but also hosted 
a client delegation in the UK and 
demonstrated, very successfully,  
a solution we have for the problem.  
We are hopeful of securing a contract 
for a trial system later in 2009.
Our RMS division was extremely 
busy during 2008, with its revenues 
up by 74%. The company provided 
integrated security and safety 
solutions to a number of high-rise 
buildings and student accommodation 
facilities including Woburn Place, 
WC1, Chelsea Bridge Wharf, 
Goodmarriott & Hursthouse, Oasis 
Academy Centro Purbeck Road, 
Cambridge, Park Street, Camberley, 
as well as many other projects. The 
company ended the year with a 
strong order book going into 2009.
Our UK headquarters have been 
significantly improved with enhanced 
facilities for visiting clients and a more 
extensive demonstration suite to cover 
a greater range of product offerings.
Longmoor Group
On 25 February 2009 we acquired 
Longmoor Services Limited, which 
trades as Longmoor Group. The 
founders of Longmoor are highly 
experienced experts in the field 
of close protection. The company 
offers a range of services in this field, 
including training and consultancy, as 
well as close protection for individuals. 
This is a specialist field that is of 
considerable interest to many of our 
customers around the world. Their 
services complement our existing 
range of services.
We will be using our website and 
network of agents to promote 
Longmoor which, we believe, will enable 
their business to grow much more 
rapidly within Westminster. We will also 
have the benefit of the support of the 
non-executive chairman of Longmoor, 
The Rt Hon Sir John Wheeler DL, JP , 
KStJ, whose significant experience and 
range of contacts within the security 
field will be invaluable to us.
Management & Staff
We started 2008 with 33 staff which 
by the year end had grown to 44, 
including our overseas operatives, 
reflecting our increased activity levels. 
Current trading and outlook
The business has already started  
to demonstrate the potential that we 
outlined when floating the Company on 
AIM in June 2007. We had an order book 
worth £4.2 million at 31 December  2008, 
180% higher than a year ago. We have 
a substantial, active quote bank and 
are starting to see an increasing rate  
at which orders are being won. 
We have demonstrated our ability 
to deliver complex and innovative 
solutions and secure a broad range 
of contracts in our target markets 
globally. Westminster’s reputation in 
these markets is significantly enhanced 
with each contract delivered.
We are debt free with sufficient cash 
reserves to continue our growth plans 
and, in addition to the significant 
organic growth prospects for the 
Group, we will continue to look for 
strategic alliances and acquisition 
opportunities to build a sustainable 
business and deliver shareholder value. 
With resources in place to enable the 
further development of the profile of 
the business, clear strategic goals and 
objectives and continuing development 
of the operational infrastructure, 
the Board is confident of a solid 
performance for 2009 and exciting 
growth beyond.
Peter Fowler
Chief Executive Officer Westminster Group plc  I  Annual Report & Accounts 2008
Finance director’s report 16
General
The growth in revenues of the 
business continued in 2008, resulting 
in revenues of £5.5 million, 100% 
higher than in 2007. The second half 
revenues were also 100% higher 
than the second half of 2007. As a 
result of this excellent performance 
in the second half, we made a profit 
after tax for the year of £204,000, 
compared with a loss of £353,000 in 
2007. The net cash reserves of the 
Group at 31 December 2008 were 
£0.6 million (2007: £1.6 million).
Income statement
The revenue growth in 2008 to 
£5.5 million (2007: £2.7 million) was 
accompanied by a significant shift in the 
composition of that revenue, in that a 
much larger proportion of our revenue 
came from Africa in 2008 than in 2007. In 
large part this was a result of our contract 
for Juba airport in Southern Sudan. 
We have seen some small pressure 
on our gross profit margin in 2008, 
which has fallen slightly to 34.9% 
(2007: 35.7%). Our gross margins 
are very much a function of the mix of 
business. Large complex projects tend 
to generate higher gross profit margins 
than the more straightforward supply 
of products.
Administrative expenses increased 
by 29% over the year to £1.74 million 
(2007: £1.35 million). This is the first 
full year that we have been listed on 
AIM, so many of the costs that were 
incurred for part of 2007 have been 
borne for the full year in 2008. The 
same applies to the development 
of our Dubai office, which cost 
approximately £350,000 in the 
year. This cost is not yet reflected 
in significant revenues. We believe 
that the office will start to pay for 
itself during 2009. The Group also 
benefitted from invoicing in dollars and 
holding dollars, so that administrative 
expenses were reduced by £248,000 
of net currency gains.
Financing costs were very low during 
the year. The Group’s excess cash 
has been invested in short term cash 
deposits generating £39,000 of interest 
receivable in 2008 (2007: £46,000).
The Group’s profit for the year has 
been offset against losses brought 
forward, so that no tax is payable, 
although there are movements on 
deferred tax.
Balance sheet 
At 31 December 2008 the Group had 
shareholders’ equity of £3.3 million 
(2007: £3.2 million). The Group’s 
principal assets are £0.6 million cash 
(2007: £1.6 million) and the 4.5 acre 
freehold head office site in Oxfordshire. 
The site was re-valued as at 31 
December 2008 at £840,000. We have 
made improvements to the property. 
The reduction in valuation has therefore 
required us to take a write-off of 
£100,000, which has been offset against 
the revaluation reserve brought forward.
Trade receivables were £2.42 million at 
31 December 2008 (2007: £546,000). 
This increase is primarily from the 
Juba contract, from which $2.3 million 
was due at 31 December 2008. Our 
customer, the Government of Southern 
Sudan, receives the vast majority of 
its revenues from The Government 
of Sudan under the terms of the 
Comprehensive Peace Agreement 
between the two governments. The 
funds have not always been transferred 
in a timely fashion, which has created 
payment timing problems. These issues 
were explained to me at a meeting 
with the Minister of Finance in March 
this year. As a result of that meeting, 
$500,000 of the outstanding amount 
was received at the beginning of April 
and we are assured that the balance 
will shortly be paid. We wish to co-
operate with the Government, as there 
is major reconstruction work going on 
in Southern Sudan and we believe that 
our co-operation will lead to substantial 
new orders there in the future.
The Group has contracts that straddle 
financial periods and that are closer 
to completion than invoicing would 
suggest; this has enabled the Group 
to recognise amounts recoverable 
on contracts of £157,000 that will be 
invoiced in 2009 (2007: £237,000). 
There has been no issue of new  
shares in the year.
Liabilities mainly comprise trade 
payables which totalled £714,000 
 at 31 December 2008 (2007: £281,000). 
The increase mainly reflects the 
doubling of our revenues, but also 
the timing of our contracts. Deferred 
income has increased to £475,000 
(2007: £44,000) as the result of 
a large payment in advance on a 
contract by an African customer. 
The revenue on this contract 
will be recognised in 2009.
“This move into profitability is a reflection of the years of  
development of the business finally resulting in a doubling  
of revenues. We continue to keep costs under tight control,  
whilst ensuring that we spend sufficiently to support our  
continuing growth.”
n icholas Mearing-Smith 
Finance Director Westminster Group plc  I  Annual Report & Accounts 2008
 17
Accruals have increased to £222,000 
at the year end (2007: £113,000).  
This increase is entirely reflected 
in the accrued costs on the Juba 
contract that had not yet been 
invoiced to us at the year end.
One unusual aspect of our 
balance sheet is the need to  
provide performance bonds, 
advance payment guarantees and 
bid bonds underwritten by our bank 
in respect of various contracts that 
we have secured or are seeking. 
Our bank facility provides for a 
maximum of £600,000 of such bonds 
to be outstanding at any one time. 
If the total of bonds outstanding 
exceeds that figure, then the excess 
has to be locked up as cash on 
deposit to secure the bonds. As 
the business grows, there is a need 
to find ways to increase the scale 
of this facility to support the larger 
contracts that we are now securing. 
The Board is considering various 
ways that this might be achieved. 
Cash flows 
The Group had net cash outflows 
of £1.0 million (2007: inflows £2.1 
million), which comprised operating 
cash used of £729,000 (2007: 
£685,000), investing cash used of 
£273,000 (2007: £112,000) and 
financing activities cash used of 
£14,000 (2007: cash generated 
£2.9 million). The operating cash 
used is much higher than would 
be anticipated from a profitable 
business, owing to the effects of the 
Juba contract, as discussed in the 
section – Balance Sheet. Investing 
cash used relates mainly to the 
improvements to the property.
Key performance indicators
A key development in terms of the 
reporting of our business has been 
the introduction of detailed job costing 
records, which allow us precisely to 
track the progress and profitability of 
every contract. Other than individual 
job profitability, the main performance 
indicators used in 2008 were gross profit 
margin and operating profit and loss.
Gross profit margin
Gross profit margin was broadly stable 
between 2008 – 34.9% and 2007 – 
35.7%. The level of gross profit margin 
is largely dependent upon the mix of 
business in the year. In general, product 
supply generates lower margins than 
more complex integrated systems.
Earnings per share
The Group recorded a basic profit per 
share of 1.45 pence which compares 
to a loss of 3.16 pence in the year to 
31 December 2007. This move into 
profitability is a reflection of the years 
of development of the business finally 
resulting in a doubling of revenues. 
We continue to keep costs under 
tight control, whilst ensuring that  
we spend sufficiently to support  
our continuing growth.
Other key performance indicators
The Group management information 
contains significant detail concerning 
operational performance and, in 
addition to the above measures, the 
Board reviews the ratio of operating 
profit to operating cash flows, 
administrative expenses compared 
to budget as well as debtor ageing 
and revenue visibility.
In addition to the main financial 
indicators, the Board reviews a 
range of non-financial indicators. 
The business is long-term in nature, 
meaning that decisions concerning 
major projects can take years to 
develop to the point of order. Therefore 
operational management monitors 
enquiry activity very closely. The Group 
maintains an extensive quote book 
of live enquiries which are reviewed 
on a regular basis with all call activity 
logged. We particularly focus on 
those enquiries where decisions are 
expected imminently. In addition, the 
number and average size of orders 
are carefully reviewed to identify any 
emerging trends in order sizes or 
products demanded. 
The use of these extensive 
indicators ensures that we are 
well informed of, and in control 
of, the finances of the Group.
Nicholas Mearing-Smith
Finance Director Westminster Group plc  I  Annual Report & Accounts 2008
Board o F directors 18
Lieutenant Colonel 
Sir Malcolm Ross GCVO, OBE
Non-Executive Chairman 
Lieutenant-Colonel Sir Malcolm Ross 
GCVO OBE, was a member of the 
Royal Household of the Sovereign of 
the United Kingdom, and from 2006 
to 2008, of the Prince of Wales.
Sir Malcolm was educated at Eton 
and Sandhurst. He served in the 
Scots Guards, holding the posts of 
Adjutant at the Royal Military Academy 
Sandhurst, and reached the rank 
of Lieutenant-Colonel in 1982.
Sir Malcolm joined the Royal 
Household in 1987 as Assistant 
Comptroller of the Lord Chamberlain’s 
Office and Management Auditor. In 
1989 he ceased to be Management 
Auditor, but remained as Assistant 
Comptroller until 1990. From 1989 
to 1990 he was Secretary of the 
Central Chancery of the Orders of 
Knighthood. He was Comptroller of 
the Lord Chamberlain’s Office 1991-
2005, and became Master of the 
Household to the Prince of Wales 
in 2006. Since 1988 he has been 
an Extra Equerry to The Queen.
Peter Fowler
Chief Executive Officer 
Peter has over 38 years experience 
operating within the security industry, 
with particular reference to the 
electronic protection sector.
Peter started his career in the security 
industry in 1970, quickly progressing 
into senior management roles 
and has a long history of running 
successful companies having built 
and sold two security businesses, 
successfully carried out acquisitions 
and disposals and has held several 
senior positions in listed companies.
Peter joined Westminster as Managing 
Director in 1996, carried out an MBO 
of the business in 1998 and led the 
IPO on AIM in 2007. He is widely 
travelled and has developed an 
extensive network of contacts around 
the world, having met numerous 
senior governmental and military 
personnel in many of the countries 
in which Westminster operate.
Nicholas Mearing-Smith 
BScEcon, FCA, ATII, MSI
Finance Director 
nicholas is a chartered accountant, 
a former partner of a major stockbroking 
firm and an ex-investment banker.  
In 1989 he founded a cable television 
business, which became part of 
nyn EX CableComms plc, of which  
he became Chief Financial Officer. 
When nynEX CableComms merged 
into Cable & Wireless Communications 
plc, he became Finance Director.
Both companies were floated on the 
London Stock Exchange, in 1995 and 
1997 respectively. He left in 1999 to 
become CEO of an international cable 
business and has more recently been 
involved in starting and managing 
new telecoms and related businesses. 
He is currently also a non-executive 
director of a private-equity owned 
business and of a privately owned 
Chinese software business. Westminster Group plc  I  Annual Report & Accounts 2008
  19
Roger Worrall
Commercial Director
Roger has 38 years experience in the 
electrical and electronic installation 
and manufacturing industries.
Roger began his career in the Royal 
navy before joining an electrical 
company specialising in large scale 
electrical contracting. In 1975 Roger 
joined the then newly formed Menvier 
(Electronic Engineers) Limited, a 
forerunner to the Menvier-Swain 
Group Plc, an international supplier 
of fire and safety systems, and was 
appointed a director in 1987. The 
Menvier-Swain Group Plc grew from 
a small group of companies in the UK 
to a global group of 18 companies. 
Roger was involved with the integration 
and the subsequent rationalisation 
of many of these companies.
Menvier Swain Group Plc joined the 
Unlisted Securities Market (USM) 
in 1986 and moved to a full listing 
in 1992. Roger remained with the 
Menvier-Swain Group Plc until 
1999, when he joined Westminster 
Security Systems as a Director.
He is currently also the Company 
Secretary of a privately owned holding 
company and a non-Executive 
Director of a local Hospice Trust.
Stuart Fowler BEng (Hons)
Operations Director 
Stuart has many years experience 
of the security industry and 
has been particularly involved 
in many of the more complex 
integrated security systems.
Stuart studied computing and  
business studies at University 
obtaining a Bachelor of  
Engineering Honours degree  
in 1996. After university Stuart 
successfully implemented 
several software development 
projects for listed companies 
before joining Westminster in 1998 
as IT manager. After acquiring 
considerable experience with the 
vast array of technical products and 
equipment in which the Company 
is involved, he was appointed a 
Director within the Group in 2000. 
Since that time Stuart has been 
instrumental in the design and 
implementation of many larger  
complex systems installed by 
Westminster and is now responsible 
for the Group’s operations and 
technical implementation worldwide.
Sir Michael Pakenham  
KBE, CMG
Non-Executive Director 
Sir Michael Pakenham had a 
distinguished career in the British 
Diplomatic Service lasting nearly 40 
years, during which time he held posts 
in Poland, Paris, Washington, new 
Delhi, nairobi, Brussels, Luxembourg 
and London. Whilst in the Cabinet 
Office in Whitehall he served for three 
years as Cabinet Secretary for Defence 
and Overseas Affairs, as Chairman of 
the Joint Intelligence Committee and 
as Intelligence Coordinator. He retired 
from the Service in 2003 at which point 
he was British Ambassador to Poland.
He is a Senior Advisor to Access 
Industries, a US-based private holding 
company with global interests, 
including in Russia; and a member 
of the European Advisory Board to 
northrop Grumman IT. He has led 
work on the EU Security & Technology 
research project with Thales and IISS. 
Other appointments include being 
a member of the Council of Kings 
College, London University; and 
Trustee of the Chevening Estate. Westminster Group plc  I  Annual Report & Accounts 2008
directors’ report 20
The Directors present their report and the audited financial statements for the year ended 31 December 2008. 
Principal activities
Westminster Group plc (the “Company”) and its subsidiaries (together the “Group”) design, supply and provide ongoing 
support for advanced technology security, safety, fire and defence solutions to a variety of government and related agencies, 
non-governmental organisations and mainly blue-chip commercial organisations. 
The Group operates through a network of agents located in 45 countries at 31 December 2008. These agents typically 
generate sales leads and work with the Group in preparing tender documentation. The majority of the agents are based in 
the Middle East, the Far East and Africa.
Review of business, future developments and key performance indicators
A full review of the business and future developments, incorporating key performance indicators, is set out in the Chief 
Executive Officer’s report and Finance Director’s report on the business on pages 12 to 17.
The Directors who held office during the year were as follows:
Executive Directors  
P .D. Fowler 
S.P . Fowler 
n.P . Mearing-Smith 
R.W. Worrall 
Non-Executive Directors 
Lt. Col. Sir Malcolm Ross GCVO OBE  
The Hon. Sir Michael Pakenham KBE CMG – Appointed 1 February 2008
Risk management objectives and strategy
The Group faces a number of risks posed by international expansion, the solvency of contractors, start date risks as well as 
political risks. The Group’s management is active in assessing all risks and uncertainties facing the Group and is proactive 
in taking preventative action to mitigate these risks wherever possible. However, certain risks are beyond the control of the 
Group’s management. 
The main financial risks are set out in note 23. At the balance sheet date, the most significant risk was in respect of the Juba 
contract. The Board carefully monitors this particular risk and believes that there is no significant risk of the amount due not 
being paid in full. Other risks are monitored and controlled on a continuing basis.
Results and dividends 
The Group’s results for the financial year are set out in the income statement on page 29. 
The Directors do not recommend the payment of a dividend (2007: nil). 
Directors’ interests in share capital and share options
Details of the Directors’ interests in share capital and share options is contained in the Remuneration Committee report on 
pages 22 to 24.
Other significant interests in the Company
At 30 April 2009 those shareholders, other than Directors, who had disclosed to the Company an interest of more than  
3 per cent of the issued share capital, are set out as follows:
Name of shareholder or nominee Holding %
northcote (IOM) Ltd 16.02%
Kaupthing Singer & Friedlander 6.87%
22.89% Westminster Group plc  I  Annual Report & Accounts 2008
 21
Political and charitable donations
During the year, the Group made no political or charitable donations. 
Policy on payments to suppliers
It is a policy of the Group in respect of all suppliers, where reasonably practical, to agree the terms of payment with those 
suppliers when agreeing the terms of each transaction and to abide by them. The ratio of amounts owed to trade payables 
at the year end to total purchases during the year was 93 days (2007: 45 days).
Share price 
During 2008, the Company’s share price ranged from 31.5p to 67p and the share price at 31 December 2008 was 44.5p.
Post balance sheet events
On 25 February 2009 we acquired Longmoor Services Limited, which trades as Longmoor Group. The initial consideration  
of £389,210 was satisfied by the issue of 894,735 Ordinary Westminster shares at 43.5p on the date of completion. 
Two further performance-based payments will be made, calculated on 50% of net profit in each of the two years following 
completion, up to a maximum aggregate additional payment of £2 million. The sellers may elect to receive such payments  
in cash or in new Ordinary Westminster shares (to be calculated on the average closing mid-market price of the 
Westminster shares over the 5 business days preceding the issue of such shares).
Going concern
After making enquiries, the Directors have a reasonable expectation that the Group has adequate resources to continue in 
operational existence for the foreseeable future. For this reason they continue to adopt the going concern basis in preparing 
the financial statements, which appear on pages 29 to 59.
Auditor
A resolution to reappoint Baker Tilly UK Audit LLP as auditors will be put to members at the annual general meeting.
Statement as to disclosure of information to auditors
The Directors who were in office on the date of approval of these financial statements have confirmed, as far as they are 
aware, that there is no relevant audit information of which the auditors are unaware. Each of the Directors has confirmed that 
they have taken all the steps that they ought to have taken as Directors in order to make themselves aware of any relevant 
audit information and to establish that it has been communicated to the auditor.
On behalf of the Board
P.D. Fowler  N.P. Mearing-Smith
Director   Director
26 May 2009 Westminster Group plc  I  Annual Report & Accounts 2008
remuneration committee report 22
Introduction
As an AIM-listed company, the preparation of a Remuneration Committee report is not an obligation. The Group has, 
however, sought to provide information that is appropriate to its size and organisation.
Unaudited
The Remuneration Committee of the Board was established on admission of the Company to AIM in June 2007 and 
consists solely of the following Executive and Non-Executive Directors: 
Lt. Col. Sir Malcolm Ross (Chairman)
Peter Fowler
Sir Michael Pakenham
The Remuneration Committee is responsible for establishing a formal and transparent procedure for developing policy on 
executive remuneration and to set the remuneration packages of individual Directors. This includes agreeing with the Board 
the framework for remuneration of the Chief Executive, all other Executive Directors, the Company Secretary and such other 
members of the executive management of the Company as it is designated to consider. It is, furthermore, responsible for 
determining the total individual remuneration packages of each Director, including, where appropriate, bonuses, incentive 
payments and share options. 
The Committee’s policy is to provide a remuneration package which will attract and retain Directors and management with 
the ability and experience required to manage the Company and to provide superior long-term performance. It is the aim 
of the Committee to reward Directors competitively and on the broad principle that their remuneration should be in line with 
the remuneration paid to senior management of comparable companies. There are four main elements of the remuneration 
package for Executive Directors: base salary, share options, benefits and annual bonus.
Base salary is reviewed annually and, in setting salary levels, the Remuneration Committee considers the experience and •	
responsibilities of the Executive Directors and their personal performance during the previous year. The Committee also 
takes account of external market data, as well as the rates of increases for other employees within the Company. 
Share options are granted having regard to an individual’s seniority within the business and are designed to give •	
Directors an interest in the increase in the value of the Group.
 Benefits primarily comprise the provision of health insurance. •	
 Annual bonus. All Executive Directors and executive management participate in the Group’s annual bonus scheme, •	
based upon the achievement of individual performance targets set by the Remuneration Committee. For the years 
ended 31 December 2007 and 2008, no bonus payments were payable.
Meetings
The Remuneration Committee met twice during the year. 
Options
The Group considers it important to incentivise employees and Directors through share incentive arrangements. The 
Company adopted the Share Option Scheme on 3 April 2007, under which it granted EMI options and unapproved 
options to certain employees and Directors over its ordinary shares. 
The main terms of the option scheme are as follows:
The scheme is open to all full-time employees and Directors except those who have a material interest in the Company. 1. 
For the purposes of this definition, a material interest is either beneficial ownership of, or the ability to control directly, or 
indirectly, more than 30% of the Ordinary share capital of the Company;
The Board determines the exercise price of options before they are granted. It is provided in the scheme rules that 2. 
options must be granted at the prevailing market price in the case of EMI options and must not be granted at an 
exercise price that is less than the nominal value of a share;
There is a limit that options over unissued shares granted under the scheme and any other discretionary share  3. 
option scheme or option agreement adopted or entered into by the Company must not exceed 10% of the issued  
share capital;
Options can be exercised on the second anniversary of the date of grant and, in the case of EMI options, may be 4. 
exercised up to the 10th anniversary of granting. Options will remain exercisable for a period of 40 days if the participant 
is a “good leaver”. Westminster Group plc  I  Annual Report & Accounts 2008
 23
Although no special conditions apply to the options granted in 2007, the model form agreement allows the Company  5. 
to adopt special conditions to tailor an option for any particular employee.
Non-Executive Directors’ remuneration
Non-Executive Directors’ remuneration is determined by the Board as a whole, each refraining from determining his own 
remuneration. In general, the fees paid to Non-Executive Directors are set at a level intended to attract individuals with the 
necessary experience and ability to make a significant contribution to the Group. The service contracts of the Non-Executive 
Directors specify the following: 
Non-Executive Directors Severance Notice
Contractual 
Fees £
Lt. Col. Sir Malcolm Ross None 3 months 35,000
Sir Michael Pakenham None 3 months 24,000
Executive and Non-Executive Directors’ remuneration package and interest in share capital
Details of the Executive and Non-Executive Directors’ remuneration and interest in share capital for the year ended 
31 December 2008 are as follows:
Audited
Executive 
Directors
Basic salary/
fee
£’000
Benefits 
in kind
£’000
Bonus
£’000
Share-based
payment cost
£’000
Total
 remuneration 
2007 
£’000
P .D. Fowler 133 – – – 133
S.P . Fowler 65 1 – – 66
N.P . Mearing–Smith 81 1 – – 82
R.W. Worrall 65 1 – – 66
344 3 – – 347
Non–Executive  
Directors
Lt. Col. Sir Malcolm Ross 35 1 – 1 37
Sir Michael Pakenham
1
22 – – – 22
57 1 – 1 59
401 4 – 1 406
1
Appointed 1 February 2008 
The Executive and Non-Executive Directors who held office during the year had no interests in the shares in, or debentures 
or loan stock of, the Company or any of its subsidiaries except for the following holdings of Ordinary shares in the Company:
Unaudited
Executive Directors and Non-Executive Directors
Interest at end 
of year
Interest at beginning
of year (or date of 
appointment if later)
Sir Michael Pakenham – –
Lt. Col. Sir Malcolm Ross 37,550 21,300
P .D. Fowler 4,625,930 4,625,930
S.P . Fowler 541,618 504,118
N. P . Mearing-Smith 91,944 44,444
R.W. Worrall 2,128,522 1,964,222 Westminster Group plc  I  Annual Report & Accounts 2008
remuneration committee report continued 24
 
In addition to the interests disclosed above, certain Executive and Non-Executive Directors have options to acquire ordinary 
shares in the Company granted under the Share Option Plan. Full details are as follows: 
Number of options over ordinary shares of 10p each in the Company:
Audited
Directors
1 Jan
2008 Granted Exercised Forfeited
31 Dec
2008
Exercise
price
Market
price at
date of
grant
Date from
which 
exercisable
Sir Michael  
Pakenham – 15,000 – – 15,000 52.5p 52.5p 21 Apr 10
Lt. Col.  
Sir Malcolm Ross 67,862 – – – 67,862 67.5p 67.5p 21 Jun 09
S.P . Fowler 48,000 – – – 48,000 10.0p 5.7p 5 Apr 09
N.P .  
Mearing-Smith 15,000 – – – 15,000 10.0p 5.7p 5 Apr 09
N.P .  
Mearing-Smith 9,000 – – – 9,000 74.0p 75.0p 20 Sep 09
R.W. Worrall 24,000 – – – 24,000 10.0p 5.7p 5 Apr 09
The market price of the shares at 31 December 2008 was 44.5p and the range during the year was 31.5p to 67p. 
On behalf of the Board
Lt. Col. Sir Malcolm Ross
Chairman of the Remuneration Committee
26 May 2009 Westminster Group plc  I  Annual Report & Accounts 2008
corporate governance report 25
The Directors are committed to delivering high standards of corporate governance to the Company’s shareholders and 
other stakeholders including employees, suppliers and the wider community. As an AIM-listed company, full compliance with 
the Combined Code is not a formal obligation. The Group has, however, sought to adopt the provisions of the Code that 
are appropriate to its size and organisation and establish frameworks for the achievement of this objective. The Board of 
Directors operates within the framework described below.
The Board
The Board sets the Group’s strategic aims and ensures that necessary resources are in place in order for the Group to meet 
its objectives. All members of the Board take collective responsibility for the performance of the Group and all decisions 
are taken in the interests of the Group. Whilst the Board has delegated the normal operational management of the Group 
to the Executive Directors and other senior management, there are detailed specific matters subject to decision by the 
Board of Directors. These include acquisitions and disposals, joint ventures and investments, projects of a capital nature 
and all significant contracts. The Non-Executive Directors have a particular responsibility to challenge constructively the 
strategy proposed by the Chairman and Executive Directors; to scrutinise and challenge performance; to ensure appropriate 
remuneration and that succession planning arrangements are in place in relation to Executive Directors and other senior 
members of the management team. The senior executives enjoy open access to the Non-Executive Directors with or without 
the Chairman being present. 
The Board is responsible for ensuring that a sound system of internal control exists to safeguard shareholders’ interests 
and the Group’s assets. It is responsible for the regular review of the effectiveness of the systems of internal control. Internal 
controls are designed to manage rather than eliminate risk and therefore even the most effective system cannot provide 
assurance that each and every risk, present and future, has been addressed. The key features of the system that operated 
during the year are described below.
Organisational structure and control environment
The Board of Directors meets at least six times a year to review the performance of the Group. It seeks to foster a strong 
ethical climate across the Group. There are clearly defined lines of responsibility and delegation of authority from the Board 
to the operating subsidiaries. The Directors of each trading subsidiary meet on a regular basis with normally at least two 
members of the Group Board in attendance.
Internal control
The key procedures which the Directors have established with a view to providing effective internal control are as follows:
Regular Board meetings to consider the schedule of matters reserved for Directors’ consideration; •	
A risk management process; •	
An established organisational structure with clearly defined lines of responsibility and delegation of authority; •	
Appointment of staff of the necessary calibre to fulfil their allotted responsibilities; •	
Comprehensive budgets, forecasts and business plans approved by the Board, reviewed on a regular basis, with •	
performance monitored against them and explanations obtained for material variances; and
An Audit Committee of the Board, comprising Non-Executive Directors, which considers significant financial control •	
matters as appropriate. 
There is currently no internal audit function, although this is kept under annual review. 
Risk management 
The Board has the primary responsibility for identifying the major risks facing the Group. The Board has adopted a schedule 
of matters which are required to be brought to it for decision, thus ensuring that it maintains full and effective control over 
appropriate strategic, financial, organisational and compliance issues. The Board has identified a number of key areas which 
are subject to regular reporting to the Board. The policies include defined procedures for seeking and obtaining approval for 
major transactions and organisational changes.
Risk reviews are planned to be carried out by each subsidiary and will be reviewed annually as part of an ongoing risk 
assessment process. The focus of the reviews will be to identify the circumstances, both internally and externally, where risks 
might affect the Group’s ability to achieve its business objectives. The management of each subsidiary periodically reports to 
the Board any new risks. In addition to risk assessment, the Board believes that the management structure within the Group 
facilitates free and rapid communication across the subsidiaries and between the Group Board and those subsidiaries and 
consequently allows a consistent approach to managing risks. Certain key functions are centralised, enabling the Group to 
address risks to the business present in those functions quickly and efficiently. Westminster Group plc  I  Annual Report & Accounts 2008
corporate governance report continued 26
Financial planning, budgeting and monitoring
The Group operates a planning and budgeting system with an annual budget approved by the Board. There is a financial 
reporting system which compares results with the budget and the previous year on a monthly basis to identify any variances 
from approved plans. Rolling cash flow forecasts form part of the reporting system. The Group remains alert to react to other 
business opportunities as they arise.
Non-Executive Directors
The Non-Executive Directors are considered by the Board to be independent in character and judgement and there are not 
considered to be any circumstances that are likely to affect their judgement as Directors of the Company.
Audit Committee
The Audit Committee was formed on admission to listing and plans to meet no less than twice a year with the auditors in 
attendance. It also assists the Board in observing its responsibility for ensuring that the Group’s accounting systems provide 
accurate and timely information and that the Group’s published financial statements represent a true and fair reflection of 
the Group’s financial position and its performance in the period under review. The Committee also ensures that internal 
controls and appropriate accounting policies are in place, reviews the scope and results of the audits, the independence and 
objectivity of the auditors and establishes that an effective system of internal financial control is maintained.
The Committee has primary responsibility for making a recommendation on the appointment or re-appointment of the 
external auditors. In order to maintain the independence of the external auditors, the Board has determined guidelines as 
to what non-audit services can be provided by the Company’s external auditors and the approval processes related to 
them. Under those policies work of a consultancy nature will not be offered to the external auditors unless there are clear 
efficiencies and value added benefits to the Company. Additionally the auditors confirm their independence in writing each 
year. The Committee also monitors the level of non-audit fees paid to the external auditors. 
The Audit Committee consists of Sir Michael Pakenham (Chairman) who took over the Chairmanship on appointment in 
February 2008 and Sir Malcolm Ross who acted as Chairman following the resignation of Gordon Bott in July 2007.
Remuneration Committee
The Remuneration Committee meets no less than twice a year and is responsible for determining the remuneration of 
main Board Directors and agrees the terms and conditions of their service contracts. It has access to relevant comparable 
information in respect of similar businesses. The Committee is responsible for the allocation of options under the Company’s 
executive share option scheme. The Committee also maintains a watching brief over the general employment terms and pay 
structures, existing or proposed, for the subsidiary trading companies. The Remuneration Committee consists of Sir Malcolm 
Ross as Chairman, Sir Michael Pakenham and Peter Fowler.
Risks and uncertainties
The Group’s management is active in assessing all the risks and uncertainties facing the Group and is proactive in taking 
preventative action to mitigate these risks wherever possible. 
Dialogue with institutional shareholders
The Directors seek to build on a mutual understanding of objectives between the Company and its institutional shareholders. 
This is done through meetings following the publication of the year-end and interim results.
Board attendance
The Board and principal Committee meetings attended by each Director during the year are shown in the table below:
Board meetings attended in the year
Audit Committee
meetings attended
in the year
Remuneration 
Committee 
meetings attended 
in the year Director
Scheduled 
meetings
Non-scheduled 
meetings
Total 6 2 3 2
Sir Michael Pakenham 6 – 3 1
Lt Col Sir M. Ross 5 1 3 2
P .D. Fowler 5 2 – 2
S.P . Fowler 6 2 – –
N.P . Mearing-Smith 6 – 3 –
R.W. Worrall 6 2 – – Westminster Group plc  I  Annual Report & Accounts 2008
statement of director’s responsibilities 27
Statement of Directors’ responsibilities in respect of the Annual Report and the financial statements
The Directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law 
and regulations.
UK Company law requires the Directors to prepare Group and Company financial statements for each financial year. Under 
that law the Directors are required to prepare Group financial statements in accordance with International Financial Reporting 
Standards as adopted by the EU (“IFRS”) and applicable law and have elected to prepare the Company financial statements 
in accordance with IFRS.
The Group financial statements are required by law and IFRS to present fairly the financial position and performance of the 
Group; the Companies Act 1985 provides in relation to such financial statements that references in the relevant part of that 
Act to financial statements giving a true and fair view are references to their achieving a fair presentation.
The Group and Company financial statements are required by law to give a true and fair view of the state of affairs of the 
Group and Company. 
 In preparing each of the Group and Company financial statements, the Directors are required to:
select suitable accounting policies and then apply them consistently; a. 
 make judgements and estimates that are reasonable and prudent; b. 
state whether they have been prepared in accordance with IFRS; and c. 
 prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group  d. 
and the Company will continue in business.
The Directors are responsible for keeping proper accounting records that disclose with reasonable accuracy at any time the 
financial position of the Company and to enable them to ensure that the financial statements comply with the requirements 
of 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 also responsible for the maintenance and integrity of the Westminster Group plc website. Legislation  
in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in 
other jurisdictions.
On behalf of the Board
P.D. Fowler  N.P. Mearing-Smith
Director   Director
26 May 2009 Westminster Group plc  I  Annual Report & Accounts 2008
independent auditor’s report to the  
members of westminster group plc 28
We have audited the Group and parent Company financial 
statements on pages 29 to 59. We have also audited the 
information in the Remuneration Committee report that is 
described as having been audited.
This report is made solely to the Company’s members, as 
a body, in accordance with section 235 of the Companies 
Act 1985. Our audit work has been undertaken so that we 
might state to the Company’s members those matters we 
are required to state to them in an auditor’s report and for no 
other purpose. To the fullest extent permitted by law, we do 
not accept or assume responsibility to anyone other than the 
Company and the Company’s members as a body, for our 
audit work, for this report, or for the opinions we have formed.
Respective responsibilities of Directors and auditors
The Directors’ responsibilities for preparing the Annual 
Report and the financial statements in accordance with 
applicable law and International Financial Reporting 
Standards (IFRSs) as adopted by the European Union (“EU”) 
are set out in the Statement of Directors’ Responsibilities. 
Our responsibility is to audit the financial statements, and 
the part of the Remuneration Committee Report to be 
audited, in accordance with relevant legal and regulatory 
requirements and International Standards on Auditing (UK 
and Ireland). 
We report to you our opinion as to whether the financial 
statements give a true and fair view and whether the 
financial statements and the part of the Remuneration 
Committee Report to be audited have been properly 
prepared in accordance with the Companies Act 1985. We 
also report to you whether in our opinion the information 
given in the Directors’ Report is consistent with the financial 
statements. The information given in the Directors’ Report 
includes that specific information presented in the Chief 
Executive Officer’s report and Finance Director’s report on 
the Business 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 specified by law regarding Directors’ remuneration 
and other transactions is not disclosed.
We read other information contained in the Annual Report 
and consider whether it is consistent with the audited 
financial statements. The other information comprises 
only the Highlights, Company Overview, Current Projects, 
Chairman’s Statement, Chief Executive’s Report, Finance 
Director’s Report, Board of Directors, Directors’ Report, 
unaudited part of the Remuneration Committee Report, 
Corporate Governance Report, Statement of Directors’ 
Responsibilities and Company Information. We consider 
the implications for our report if we become aware of any 
apparent misstatements or material inconsistencies with the 
financial statements. Our responsibilities do not extend to 
any other information.
Basis of audit opinion
We conducted our audit in accordance with International 
Standards on Auditing (UK and Ireland) issued by the 
Auditing Practices Board. An audit includes examination, 
on a test basis, of evidence relevant to the amounts and 
disclosures in the financial statements and the part of the 
Remuneration Committee Report to be audited. It also 
includes an assessment of the significant estimates and 
judgements made by the Directors in the preparation of 
the financial statements, and of whether the accounting 
policies are appropriate to the group’s and company’s 
circumstances, consistently applied and adequately 
disclosed.
We planned and performed our audit so as to obtain all 
the information and explanations which we considered 
necessary in order to provide us with sufficient evidence 
to give reasonable assurance that the financial statements 
are free from material misstatement, whether caused by 
fraud or other irregularity or error. In forming our opinion we 
also evaluated the overall adequacy of the presentation of 
information in the financial statements.
Opinion
In our opinion:
the Group financial statements give a true and fair  •	
view, in accordance with IFRS as adopted by the 
European Union of the state of the group’s affairs  
as at 31 December 2008 and of its profit for the year  
then ended;
the parent Company financial statements give a true •	
and fair view, in accordance with IFRS as adopted by 
the European Union, as applied in accordance with the 
provisions of the Companies Act 1985, of the state of 
the parent Company’s affairs as at 31 December 2008;
the financial statements and the part of the •	
Remuneration Committee Report to be audited 
have been properly prepared in accordance with the 
Companies Act 1985; and
the information given in the Directors’ Report is •	
consistent with the financial statements. 
BAKER TILLY UK AUDIT LLP
Registered Auditor 
Chartered Accountants
St Philips Point 
Temple Row 
Birmingham 
B2 5AF
26 May 2009 Westminster Group plc  I  Annual Report & Accounts 2008
consolidated income statement 
for the year ended 31 december 2008 29
Notes
Year ended 
31 December
 2008 
£’000
Year ended 
31 December
 2007 
£’000
Revenue 2 & 3 5,477 2,744
Cost of sales (3,568) (1,765)
Gross profit 1,909 979 
Administrative expenses
General (1,743) (1,349)
IPO preparation expenses – (66) 
Total (1,743) (1,415)
Profit/(loss) before financing costs 166 (436)
Financial costs 4 (4) (34)
Financial income 4 39 46 
Profit/(loss) before tax 201 (424) 
Income tax (charge)/benefit 6 3  71 
Profit/(loss) for the year 204 (353) 
Profit/(loss) attributable to equity shareholders 204 (353)
Earnings/(loss) per share (expressed in pence per share)
Basic 8 1.45 (3.16)
Fully diluted 8 1.43 (3.16)
The notes on pages 34 to 59 form part of these financial statements. Westminster Group plc  I  Annual Report & Accounts 2008
consolidated statement of changes in equity  
for the year ended 31 december 2008 30
Ordinary 
share
 capital 
£’000
Share 
premium 
account 
£’000
Share-based
payment 
reserve 
£’000
Revaluation
reserve
£’000
Retained
 earnings
£’000
Total
£’000
Balance at  
31 December 2006 713 – – 253 (388) 578 
Loss for the year from 
continuing activities – – – – (353) (353)
Total recognised  
income and expense 
for the year – – – – (353) (353)
Directors’ loans converted 
into ordinary share capital 191 – – – – 191 
Share capital issued  
for cash 498 2,879 – – – 3,377 
Expenses in connection 
with IPO – (575) – – – (575)
Share-based payments – – 8 – – 8 
Deferred tax adjustments – – 3 12 – 15 
Total recognised  
changes in equity  
for the year 689 2,304 11 12 – 3,016 
Balance at  
31 December 2007 1,402 2,304 11 265 (741) 3,241 
Profit for the year from 
continuing activities – – – – 204 204
Revaluation of  
non–current assets – – – (100) – (100)
Deferred tax liability  
on revaluation of  
non–current assets – – – (49) – (49)
Total recognised  
income and expense  
for the year – – – (149) 204 55
Share-based payments – – 4 – – 4
Deferred tax adjustments – – (1) – – (1)
Total recognised 
changes in equity  
for the period – – 3 – – 3
Balance at  
31 December 2008 1,402 2,304 14 116 (537) 3,299 
The notes on pages 34 to 59 form part of these financial statements. Westminster Group plc  I  Annual Report & Accounts 2008
company statement of changes in equity 
for the year ended 31 december 2008 31
Ordinary 
share capital
£’000
Share 
premium 
account 
£’000
Share-based
payment
reserve
£’000
Revaluation
reserve
£’000
Retained
earnings
 £’000
Total
£’000
Balance at  
31 December 2006 713 – – 253 (71) 895 
Loss for period from  
continuing activities – – – – (414) (414)
Total recognised  
income and expense  
for the period – – – – (414) (414) 
Directors’ loans converted 
into ordinary share capital 191 – – – – 191 
Share capital issued  
for cash 498 2,879 – – – 3,377 
Expenses in connection 
with IPO – (575) – – – (575)
Share-based payments – – 8 – – 8 
Deferred tax adjustments – – 3 12 – 15 
Total recognised 
changes in equity  
for the period 689 2,304 11 12 – 3,016 
Balance at  
31 December 2007 1,402 2,304 11 265 (485) 3,497
Profit for period from 
continuing activities – – – – 196 196
Revaluation of  
non-current assets – – – (100) – (100)
Deferred tax benefit/ 
(liability) on revaluation  
of non-current assets – – – (49) – (49)
Total recognised  
income and expense  
for the period – – – (149) 196 47
Share-based payments – – 4 – – 4 
Deferred tax adjustments – – (1) – – (1)
Total recognised 
changes in equity  
for the period – – 3 – – 3 
Balance at  
31 December 2008 1,402 2,304 14 116 (289) 3,547
The notes on pages 34 to 59 form part of these financial statements. Westminster Group plc  I  Annual Report & Accounts 2008
consolidated and company balance sheets 
as at 31 december 2008 32
Group Company 
Notes
31 December
 2008
 £’000
31 December
 2007
£’000
Restated
31 December
 2008
 £’000
31 December
 2007
£’000
Restated
Assets
Non–current assets
Property, plant and equipment 9 1,113 1,054 933 965
Intangible assets 10 37 6 37 6
Investments in subsidiaries 11 – – 2,832 1,558
Deferred tax assets 12 183 181 16 5
Total non-current assets 1,333 1,241 3,818 2,534
Current assets
Inventories 13 186 61 – –
Trade and other receivables 14 2,796 884 23 71
Cash and cash equivalents 16 588 1,588 – 1,082
Total current assets 3,570 2,533 23 1,153
Total assets 4,903 3,774 3,841 3,687
Shareholders’ equity
Issued capital 17 1,402 1,402 1,402 1,402
Share premium 18 2,304 2,304 2,304 2,304
Share-based payment reserve 19 14 11 14 11
Revaluation reserve 116 265 116 265
Retained earnings (537) (741) (289) (485)
Total equity 3,299 3,241 3,547 3,497
Liabilities
Non–current liabilities
Trade and other payables 21 2 – – –
Deferred tax liabilities 22 101 52 101 52
Total non-current liabilities 103 52 101 52
Current liabilities
Borrowings 20 16 14 16 –
Trade and other payables 21 1,485 467 177 138
Total current liabilities 1,501 481 193 138
Total liabilities 1,604 533 294 190
Total equity and liabilities 4,903 3,774 3,841 3,687
The notes on pages 34 to 59 form part of these financial statements.
The Group and Company financial statements were approved by the Board and authorised for issue on 26 May 2009 and 
signed on their behalf by:
P.D. Fowler         N.P Mearing-Smith
Director   Director   
26 May 2009 Westminster Group plc  I  Annual Report & Accounts 2008
consolidated and company cash flow statements 
for the year ended 31 december 2008 33
Group Company
Notes
Year to 
31 December
 2008
£’000
Year to 
31 December
 2007
£’000
Restated
Year to 
31 December
 2008
£’000
Year to 
31 December
 2007
£’000
Restated
Cash flows from operating activities 
Profit/(loss) for the financial period 204 (353) 196 (414)
Income tax (benefit)/liability (3) (71) (12) (2) 
Loss on disposal of fixed assets 1 – 1 –
Share–based payment 19 4 8 4 8 
Finance income 4 (39) (46) (16) (46) 
Finance costs 4 4 34 3 23 
Depreciation and amortisation 82 37 43 12 
Operating cash flows before movements  
in working capital 253 (391) 219 (419)
(Increase)/decrease in inventories (125) 25 – – 
(Increase)/decrease in trade and other receivables (1,912) (541) 48 (25)
Increase in trade and other payables 1,020 212 39 91
Cash generated/(used) by operations (764) (695) 306 (353)
Interest paid (4) (34) (2) (23)
Interest received 39 44 15 44
Net cash generated/(used)  
from operating activities (729) (685) 319 (332)
Cash flows from investing activities
Purchase of property, plant and equipment (238) (106) (108) (53)
Purchase of intangible assets (35) (6) (35) (6)
Advances to subsidiaries – – (1,274) (1,061)
Net cash used in investing activities (273) (112) (1,417) (1,120)
Cash flows from financing activities
Gross proceeds from the issue of  
ordinary share capital – 3,377 – 3,377 
IPO costs paid – (575) – (575)
Loans from Directors – 96 – 96 
Finance lease repayments (14) (4) – – 
Net cash generated/(used)  
from financing activities (14) 2,894 – 2,898
Net change in cash and cash equivalents (1,016) 2,097 (1,098) 1,446
Cash and cash equivalents at start of period 1,588 (509) 1,082 (364)
Cash and cash equivalents at end of period 572 1,588 (16) 1,082
The notes on pages 34 to 59 form part of these financial statements. Westminster Group plc  I  Annual Report & Accounts 2008
notes to the f inancial s tatements 34
1. General information
Westminster Group plc (“the Company”) was incorporated on 7 April 2000 and is domiciled and incorporated in the 
United Kingdom and listed on the London Stock Exchange AIM Market. The Group’s financial statements for the year 
ended 31 December 2008 consolidate the individual financial statements of the Company and its subsidiaries (together 
referred to as “the Group”). 
2. Summary of significant accounting policies
Basis of preparation
The financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”)  
as adopted by the European Union. The principal accounting policies adopted are set out below.
The financial information is presented in the Company’s functional currency, which is Great British Pounds (‘GBP’) since 
that is the currency in which the majority of the Group’s transactions are denominated.
The Group financial statements have been prepared and approved by the Directors in accordance with International 
Financial Reporting Standards as adopted by the European Union. The Company has elected to prepare its parent 
Company financial statements in accordance with IFRS. 
The accounting policies set out below have, unless otherwise stated, been applied consistently to all periods presented 
in these Group financial statements.
As permitted by the Companies Act 1985, a separate profit and loss account for the Company has not been included 
in these financial statements. The profit presented in the financial statements of the Company is £196,000 (2007: Loss 
£414,000). 
Basis of measurement
The financial statements have been prepared under the historical cost convention with the exception of certain items 
which are measured at fair value as disclosed in the accounting policies below.
Consolidation 
(i) Basis of consolidation 
The consolidated financial statements comprise the financial statements of Westminster Group plc and its subsidiaries 
for the year ended 31 December 2008. 
(ii) Subsidiaries
Subsidiaries are entities controlled by the Company. Control exists when the Company has the power, directly or 
indirectly, to govern the financial and operating policies of an entity so as to obtain benefits from its activities. In 
assessing control, potential voting rights that presently are exercisable or convertible are taken into account. Subsidiaries 
are fully consolidated using the purchase method of accounting from the date that control commences until the date 
that control ceases. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with 
the policies adopted by the Group.
(iii) Transactions eliminated on consolidation
Intragroup balances and any unrealised gains and losses or income and expenses arising from intragroup transactions 
are eliminated in preparing the financial statements. 
(iv) Company financial statements
Investments in subsidiaries are carried at cost less provision for any permanent impairment. Dividend income is 
recognised when the right to receive payment is established.
Segment reporting
A segment is a distinguishable component of the Group that is engaged in providing products or services (by business 
segment), or in providing products or services within a particular economic environment (geographical segment), which 
is subject to risks and rewards that are different from those of other segments.
Segment information is presented in respect of the Group’s business and geographical segments. The primary format, 
business segments, is based on the Group’s management and internal reporting structure.
Segment results, assets and liabilities include items directly attributable to a segment as well as those that can be 
allocated on a reasonable basis.
Segment capital expenditure is the total cost incurred during the period to acquire segment assets that are expected to 
be used for more than one period. Westminster Group plc  I  Annual Report & Accounts 2008
 35
Foreign currency
Transactions in foreign currencies are translated at the foreign exchange rate ruling at the date of the transaction. 
Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are translated at the foreign 
exchange rate ruling at that date. 
Foreign exchange gains and losses are recognised in arriving at operating profit (see Note 5).
Property, plant and equipment
Land and buildings held for use in the supply of goods or services, or for administrative purposes, are stated in 
the balance sheet at their revalued amounts, being the fair value on the date of revaluation, less any subsequent 
accumulated depreciation. Revaluations are performed with sufficient regularity such that the carrying amount does  
not differ materially from that which would be determined using fair values at the balance sheet date. 
Any revaluation increase arising on the revaluation of such land and buildings is credited to the revaluation reserve, 
except to the extent that it reverses a revaluation decrease for the same asset previously recognised as an expense, 
in which case the increase is credited to the income statement to the extent of the decrease previously charged. A 
decrease in carrying amount arising on the revaluation of land and buildings is charged as an expense to the extent  
that it exceeds the balance, if any, held in the revaluation reserve relating to a previous revaluation of that asset.
Depreciation on revalued buildings is charged to income.
Fixtures and equipment are stated at cost less accumulated depreciation and any recognised impairment loss. 
Depreciation is charged so as to write off the cost or valuation of assets, other than land and properties under construction, 
to their residual value over their estimated useful lives, using the straight-line method, on the following bases:
 Rate
Freehold buildings 2%
Plant and equipment 20% to 25%
Office equipment, fixtures and fittings 20% to 33%
Motor vehicles 20%
Assets held under finance leases are depreciated over their expected useful lives on the same basis as owned assets or, 
where shorter, the term of the relevant lease. The gain or loss arising on the disposal or retirement of an asset is determined 
as the difference between the sales proceeds and the carrying amount of the asset and is recognised in income. 
Intangible assets
Intangible assets comprise website costs, which are capitalised and amortised on a straight line basis over 5 years,  
the expected economic life of the asset.
Impairment of non-financial assets
At each balance sheet date, the Group reviews the carrying amounts of its non-current assets to determine whether 
there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable 
amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Recoverable amount 
is the higher of fair value less costs to sell and value in use. If the recoverable amount of an asset is estimated to be 
less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount. An impairment 
loss is recognised as an expense immediately, unless the relevant asset is carried at a revalued amount, in which 
case the impairment loss is treated as a revaluation decrease. Where an impairment loss subsequently reverses, the 
carrying amount of the asset is increased to the revised estimate of its recoverable amount, but so that the increased 
carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been 
recognised for the asset in prior years. A reversal of an impairment loss is recognised as income immediately, unless 
the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a 
revaluation increase.
Inventories
Inventories are stated at the lower of cost and net realisable value. Cost comprises direct materials and, where 
applicable, direct labour costs and those overheads that have been incurred in bringing the inventories to their present 
location and condition and is measured on a first-in first-out basis. Net realisable value represents the estimated selling 
price less all estimated costs to completion and costs to be incurred in marketing, selling and distribution. Westminster Group plc  I  Annual Report & Accounts 2008
notes to the f inancial s tatements continued 36
2. Summary of significant accounting policies continued
Trade and other receivables
Trade receivables do not carry any interest and are stated at their nominal value as reduced by appropriate  
allowances for estimated irrecoverable amounts. A provision for impairment of trade receivables is established  
where there is objective evidence that the Group will not be able to collect all amounts due according to the  
original terms of the receivables.
Cash and cash equivalents
Cash and cash equivalents includes cash in hand, deposits held at call with banks, other short-term highly liquid 
investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within 
borrowings in current liabilities on the balance sheet.
Share capital and equity instruments
Ordinary shares are classified as equity. 
Equity instruments issued by the Company are recorded at the proceeds received, net of direct issue costs.
Financial instruments
Financial assets and financial liabilities are recognised on the Group’s balance sheet when the Group has become a party 
to the contractual provisions of the instrument. The Group’s financial instruments comprise cash, bank overdrafts and other 
borrowings and various items such as trade receivables and trade payables that arise directly from its operations. The main 
purpose of these financial instruments is to fund the Group’s operations and manage working capital.
The main risks arising from the Group’s financial instruments are interest rate risk, liquidity risk, foreign currency risk  
and credit risk. The Board reviews and agrees policies for the management of these risks and these are summarised  
in Note 23. These policies have remained unchanged throughout the year.
Borrowings
Interest-bearing bank loans and overdrafts are recorded at the proceeds received. Finance charges, including premiums 
payable on settlement or redemption, are accounted for on an accrual basis and are added to the carrying amount of 
the instrument to the extent that they are not settled in the period in which they arise.
Borrowing costs
All borrowing costs are recognised in the income statement in the period in which they are incurred.
Trade payables
Trade payables are not interest bearing and are stated at their nominal value.
Provisions
Provisions are recognised when the Group has a present legal or constructive obligation as a result of a past event 
which it is probable will result in an outflow of economic benefits that can be reliably estimated.
Revenue and profit recognition
Revenue comprises the fair value of the consideration received or receivable for the sale of products and services, net of 
value-added tax, rebates and discounts and after eliminating sales within the Group. Revenue is recognised as follows:
(i) Supply of products
Revenue in respect of the supply of products is recognised when title effectively passes to the customer.
(ii) Supply and installation of contracts and supply of services
Where the outcome can be estimated reliably in respect of long-term contracts and contracts for on-going services, 
revenue represents the value of work done in the period, including estimates of amounts not invoiced. Revenue and 
costs in respect of long-term contracts and contracts for on-going services are recognised by reference to the stage of 
completion, where the stage of completion can be assessed with reasonable accuracy. This is normally measured by the 
proportion that contract costs incurred to date bear to the estimated total contract costs. Revenue is calculated to reflect the 
substance of the contract, and is reviewed on a contract-by-contract basis, with revenues and costs at each divisible 
stage reflecting known inequalities of profitability. Where a contract is loss making, the full loss is recognised.
(iii) Maintenance income
Revenues in respect of the supply of maintenance contracts are recognised on a straight line basis over the life of the 
contract. The unrecognised portion of maintenance income is included within trade and other payables as deferred income.  Westminster Group plc  I  Annual Report & Accounts 2008
 37
Employee benefits – share-based compensation
The Group operates an equity-settled share-based compensation plan. The fair value of the employee services received 
in exchange for the grant of options is recognised as an expense over the vesting period, based on the Group’s estimate 
of awards that will eventually vest, with a corresponding increase in equity as a share-based payment reserve. For plans 
that include market based vesting conditions, the fair value at the date of grant reflects these conditions.
Fair value is determined using Black-Scholes option pricing models. Non market-based vesting conditions are included 
in assumptions about the number of options that are expected to become exercisable. At each balance sheet date, 
the number of options that are expected to become exercisable is estimated. The impact of any revision of original 
estimates, if any, is recognised in the income statement, with a corresponding adjustment to equity, over the remaining 
vesting period.
The proceeds received when vested options are exercised, net of any directly attributable transaction costs, are credited 
to share capital (nominal value) and share premium.
Income tax
The tax expense represents the sum of the tax currently payable and deferred tax. Current and deferred tax are 
recognised as an expense or income in the income statement, except in respect of items dealt with through equity,  
in which case the tax is also dealt with through equity.
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the 
income statement because it excludes items of income or expense that are taxable or deductible in other years and it 
further excludes items that are never taxable or deductible. The Group’s liability for current tax is calculated by using tax 
rates that have been enacted or substantively enacted by the balance sheet date.
Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amount of assets and 
liabilities in the financial information and the corresponding tax bases used in the computation of taxable profit, and is 
accounted for using the balance sheet liability method. Deferred tax liabilities are recognised for all taxable temporary 
differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available 
against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the 
temporary difference arises from the initial recognition of goodwill or from the initial recognition (other than in a business 
combination) of other assets and liabilities in a transaction which affects neither the tax profit nor the accounting profit.
Leases
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of 
ownership to the lessee. All other leases are classified as operating leases.
The Group as lessee
Assets held under finance leases are recognised as assets of the Group at their fair value or, if lower, at the present value 
of the minimum lease payments, each determined at the inception of the lease. The corresponding liability to the lessor 
is included in the balance sheet as a finance lease obligation. Lease payments are apportioned between finance charges 
and reduction of lease obligation so as to achieve a constant rate of interest on the remaining balance of the liability. 
Finance charges are charged directly against income, unless they are directly attributable to qualifying assets, in which 
case they are capitalised in accordance with the Group’s general policy on borrowing costs.
Rentals payable under operating leases are charged to income on a straight-line basis over the term of the relevant lease.
Dividends
Dividends to the Company’s shareholders are recognised as a liability in the Group’s financial information in the period 
for which they are declared and paid (interim dividends) or in the period for which the dividends are approved by the 
Company’s shareholders (final dividends).
Interpretations effective in 2008 but not relevant:
IFRIC 11: IFRS 2 – Group and Treasury Share Transactions •	
IFRIC 12: Service concession arrangements •	
IFRIC 14: IAS 19 – The limit on a defined benefit asset, minimum funding requirements and their interaction •	 Westminster Group plc  I  Annual Report & Accounts 2008
notes to the f inancial s tatements continued 38
2. Summary of significant accounting policies continued
Adopted IFRS not yet applied:
At the date of authorisation of these financial statements, the following standards and interpretations which have not 
been applied in these financial statements were in issue but not yet effective:
IFRS 1: Cost of an investment on first – time adoption •	
IFRS 2: Vesting conditions and cancellations •	
IFRS 3: Business combinations and consequential amendments •	
IFRS 8: Operating segments •	
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 •	
IAS 1 (revised): Presentation of financial statements •	
IAS 23 (revised): Borrowing Costs •	
IAS 27 (amendment): Consolidated and separate financial statements •	
IAS 32 and IAS 1 (amendment): Puttable financial instruments and obligations arising on liquidation •	
IAS 39: Financial instruments: Recognition and measurement – amendments for eligible hedged items •	
The Directors anticipate that the adoption of these standards and Interpretations in future periods will have no material 
impact on the financial statements of the Company or Group.
3. Segment reporting
(i) Business segments
For management purposes, the Group has been organised into two operating divisions:
Advanced technological; and a. 
 Low voltage systems. b. 
These segments are the basis on which the Group reports its primary segment information. 
Segment information about these business segments is presented below:
Unallocated segmental information are items relating to the Group activity as a holding company or those that cannot be 
practicably attributed to any other segment. Westminster Group plc  I  Annual Report & Accounts 2008
 39
Year ended 
31 December 2007
Advanced 
technological
£’000
Low voltage
systems
£’000
Unallocated
£’000
Group
£’000
Supply of products 999 14 – 1,013
Supply and installation contracts 1,112 699 – 1,811
Maintenance and service 11 86 6 103 
Intragroup sales (146) (37) – (183)
Revenue 1,976 762 6 2,744
Segment result (70) (3) (363) (436)
Net finance costs (9) (3) 24 12
Income tax benefit 68 1 2 71 
Profit/(loss) for the financial year (11) (5) (337) (353)
Segment assets 1,404 241 2,129 3,774 
Segment liabilities 264 80 189 533
Capital expenditure 51 1 61 113 
Depreciation and amortisation 16 9 12 37 
Year ended 
31 December 2008
Advanced
 technological
£’000
Low voltage
systems
£’000
Unallocated
£’000
Group
£’000
Supply of products 663 378 – 1,041
Supply and installation contracts 3,516 921 – 4,437
Maintenance and service 2 73 – 75
Intragroup sales (33) (43) – (76)
Revenue 4,148 1,329 – 5,477
Segment result 67 (71) 170 166
Net finance income 22 (1) 14 35
Income tax benefit (26) 17 12 3
Profit/(loss) for the financial year 63 (55) 196 204
Segment assets 3,129 765 1,009 4,903
Segment liabilities 969 343 292 1,604
Capital expenditure 127 11 135 273
Depreciation and amortisation 31 8 43 82
Impairment of property – – 100 100
  Westminster Group plc  I  Annual Report & Accounts 2008
notes to the f inancial s tatements continued 40
3. Segment reporting continued
(ii) Geographical segments
The Group’s international business is conducted on a global scale, with agents present in all major continents.  
The following table provides an analysis of the Group’s sales by geographic market, irrespective of the origin of  
the goods/services:
Group 
Year ended
 31 December
 2008
 £’000
Group 
Year ended 
31 December
 2007
£’000
United Kingdom 2,140 1,507 
Africa 3,048 244 
Asia & Australasia 79 847 
Europe 99 146 
Middle East 98 –
South America 13 –
5,477 2,744 
Some of the Group’s assets are located outside the United Kingdom where they are being put to operational use on 
specific contracts. At 31 December 2008 fixed assets with a net book value of £89,000 were located in Africa and the 
Middle East (2007: £11,000).
 4. Finance costs and income
Group 
Year ended
 31 December
 2008
 £’000
Group 
Year ended 
31 December
 2007
£’000
Finance costs:
Interest payable on bank borrowings (3) (31)
Interest payable on finance leases (1) (3)
(4) (34)
Finance income: 
Interest receivable on bank balances 39 46
39 46
Finance costs and income, net 35 12 Westminster Group plc  I  Annual Report & Accounts 2008
 41
5. Statutory and other information 
The following items have been included in arriving at the profit/(loss) for the financial year: 
Group 
Year ended
 31 December
 2008
 £’000
Group 
Year ended 
31 December
 2007
£’000
Staff costs (see Note 7) 1,442 884
Depreciation of property, plant and equipment: 
 - Owned assets 72 25
 - Leased assets 6 11
Amortisation of intangible assets 4 1
Operating lease rentals payable 
 - Property 71 19
 - Other 58 45
Foreign exchange (gain)/loss (248) 8
Auditor’s remuneration 
Amounts payable to Baker Tilly UK Audit LLP and their associates in respect of both audit and non-audit services:
Group 
Year ended
 31 December
 2008
 £’000
Group 
Year ended 
31 December
 2007
£’000
Audit services
 - Statutory audit of parent and consolidated accounts 21 7
 - the auditing of accounts of associates of the company  
   pursuant to legislation 27 15
Total audit fees 48 22
Other services supplied pursuant to legislation 3 4
Other services relating to taxation 6 7
Services relating to corporate finance transactions – 91
Total non-audit fees 9 102
Total fees 57 124
The fees relating to corporate finance transactions in 2007 related to the IPO and were charged against the share 
premium account. Westminster Group plc  I  Annual Report & Accounts 2008
notes to the f inancial s tatements continued 42
6. Income tax expense 
Group 
Year ended
 31 December
 2008
 £’000
Group 
Year ended 
31 December
 2007
£’000
Current year 
Corporation tax – – 
Deferred tax 66 (71)
66 (71)
Prior year 
Corporation tax – –
Deferred tax (69) –
Deferred tax credit in income statement (3) (71)
Group 
Year ended
 31 December
 2008
 £’000
Group 
Year ended 
31 December
 2007
£’000
Reconciliation of effective tax rate
Profit/(loss) on ordinary activities before tax 201 (424)
Profit/(loss) on ordinary activities multiplied by the standard rate  
of corporation tax in the UK of 28.5% (2007: 30%) 57 (127)
Effects of:
Expenses not deductible for tax purposes 9 36
Tax losses utilised on which deferred tax not recognised (69)
Net losses carried forward on which deferred tax not recognised – 13 
Adjustment for rate at which deferred tax recognised in current year – 7 
Total tax credit (3) (71)
The rate of UK corporation tax has been reduced from 30% to 28.5% in accordance with the latest rate announced by 
the Government.
7. Staff costs
Staff costs for the Group and the Company during the year 
Group 
Year ended
 31 December
 2008
 £’000
Group 
Year ended 
31 December
 2007
£’000
Wages and salaries 1,312 793 
Social security costs 126 83 
Share-based payments 4 8 
1,442 884 
The Group operates a stakeholder pension scheme in the UK only. The Group made no pension contributions during the 
year and no pension contributions were outstanding at the year end (2007: £nil).
Details of the Directors’ remuneration are included in the Remuneration Committee report on pages 22 to 24. Westminster Group plc  I  Annual Report & Accounts 2008
 43
 Average monthly number of people (including Executive Directors) employed 
Group Company
Year ended
 31 December
 2008
Number
Year ended
 31 December
2007
Number
Year ended
 31 December
2008
Number
Year ended
 31 December
2007
Number
By function
Production 18 8 – – 
Administration 14 12 8 7 
Management 6 6 4 4 
38 26 12 11 
8. Earnings/(loss) per share
Earnings/(loss) per share is calculated by dividing the earnings attributable to ordinary shareholders by the weighted 
average number of ordinary shares outstanding during the year.
The weighted average number of ordinary shares is calculated as follows:
Group 
Year ended
 31 December
2008
‘000
Group 
Year ended 
31 December
2007
‘000
Issued ordinary shares
Start of period 14,022 7,125
Effect of share issued the period – 4,046
Weighted average basic number of shares for period 14,022 11,171
Effect of share options in issue 252 110
Weighted average diluted number of shares for period 14,274 11,281
Basic and fully diluted earnings/(loss) per share is calculated as follows:
Group 
Year ended
 31 December 2008
 £’000
Group 
Year ended 
31 December 2007
£’000
Profit/(loss) for the year attributable to equity shareholders  
of the Company 204 (353)
Weighted average basic number of shares 14,022 11,171 
Basic earnings/(loss) per share (pence) 1.45 (3.16) 
Diluted earnings/(loss) per share (pence) 1.43 (3.16) 
There is no difference between basic and fully diluted loss per share in 2007. Inclusion of the share options in the 
calculation of the weighted average number of shares would have the effect of reducing the loss per share in 2007.  
The potential dilutive effect on the weighted average number of ordinary shares would be to increase the weighted 
average number of ordinary shares by 377,812 shares in 2007 and solely comprises the dilutive effect of the share 
options issued under the share option scheme. Westminster Group plc  I  Annual Report & Accounts 2008
notes to the f inancial s tatements continued 44
9. Property, plant and equipment 
Group 
Freehold 
property 
£’000
Plant and 
equipment
 £’000
Office 
equipment, 
fixtures 
and fittings
£’000
Motor 
vehicles
£’000
Total 
£’000
Year ended 31 December 2007 
Restated
Cost or valuation
At 1 January 2007 900 30 83 47 1,060
Additions at cost 14 47 46 – 107
Transfers – (3) 3 – –
At 31 December 2007 914 74 132 47 1,167
Accumulated depreciation
At 1 January 2007 – 15 40 22 77
Charge for the year – 7 18 11 36
Transfers – 1 (1) – –
At 31 December 2007 – 23 57 33 113
Net book value at 31 December 2007 914 51 75 14 1,054
Year ended 31 December 2008
Cost or valuation
At 1 January 2008 914 74 132 47 1,167
Additions at cost 76 84 48 30 238
Revaluation (100) – – – (100)
Disposals (1) – – – (1)
Transfers (49) – 49 – –
At 31 December 2008 840 158 229 77 1,304
Accumulated depreciation
At 1 January 2008 – 23 57 33 113
Charge for the year – 19 47 12 78
At 31 December 2008 – 42 104 45 191
Net book value at 31 December 2008 840 116 125 32 1,113 Westminster Group plc  I  Annual Report & Accounts 2008
 45
Company
Freehold
property
£’000
Plant and
 equipment
£’000
Office 
equipment
fixtures 
and fittings
£’000
Total
£’000
Year ended 31 December 2007 
Restated
Cost or valuation
At 1 January 2007 900 13 37 950
Additions at cost 14 1 38 53
Transfers – (3) 3 –
At 31 December 2007 914 11 78 1,003
Accumulated depreciation
At 1 January 2007 – 5 22 27
Charge for the year – 3 8 11
Transfers – 1 (1) –
At 31 December 2007 – 9 29 38
Net book value at 31 December 2007 914 2 49 965
Year ended 31 December 2008
Cost or valuation
At 1 January 2008 914 11 78 1,003
Additions at cost 68 3 29 100
Revaluation (100) – – (100)
Disposals (1) – – (1)
Transfers (41) – 49 8
At 31 December 2008 840 14 156 1,010
Accumulated depreciation
At 1 January 2008 – 9 29 38
Charge for the year – 3 36 39
At 31 December 2008 – 12 65 77
Net book value at 31 December 2008 840 2 91 933
The freehold property was valued professionally by Berry Morris, Chartered Surveyors, on 13 February 2009. The 
valuation was made on the basis of recent market transactions on arm’s length terms and on an alternative use basis. 
The reduction in valuation of £100,000, together with the change in deferred tax provision of £49,000, was debited to 
Revaluation Reserve. The Revaluation Reserve is not available for distribution to shareholders.  Westminster Group plc  I  Annual Report & Accounts 2008
notes to the f inancial s tatements continued 46
9. Property, plant and equipment continued 
The freehold property is stated at valuation, the comparable historic cost and depreciation values are as follows:
2008
£’000
2007
£’000
Historical cost 708 632 
Less: transfer to fixtures and fittings (49) –
659 632
Accumulated depreciation
At 1 January 42 39
Charge for the year 3 3 
At 31 December 45 42
Net book value at 31 December 614 590 
10. Intangible assets 
Group
Website
£’000
Total
£’000
Year ended 31 December 2007 
Restated
Cost or valuation
At 1 January 2007 6 6
Additions at cost 6 6
At 31 December 2007 12 12
Accumulated amortisation
At 1 January 2007 5 5
Charge for the year 1 1
At 31 December 2007 6 6
Net book value at 31 December 2007 6 6 
Year ended 31 December 2008
Cost or valuation
At 1 January 2008 12 12
Additions at cost 35 35
At 31 December 2008 47 47
Accumulated amortisation
At 1 January 2008 6 6
Charge for the year 4 4
At 31 December 2008 10 10
Net book value at 31 December 2008 37 37 Westminster Group plc  I  Annual Report & Accounts 2008
 47
Company
Website 
£’000
Total 
£’000
Year ended 31 December 2007 
Restated
Cost or valuation
At 1 January 2007 6 6
Additions at cost 6 6
At 31 December 2007 12 12
Accumulated depreciation
At 1 January 2007 5 5
Charge for the year 1 1
At 31 December 2007 6 6
Net book value at 31 December 2007 6 6 
Year ended 31 December 2008
Cost or valuation
At 1 January 2008 12 12
Additions at cost 35 35
At 31 December 2008 47 47
Accumulated depreciation
At 1 January 2008 6 6
Charge for the year 4 4
At 31 December 2008 10 10
Net book value at 31 December 2008 37 37
Intangible assets are amortised over 5 years, of which approximately 4 years remains for most of the assets. Westminster Group plc  I  Annual Report & Accounts 2008
notes to the f inancial s tatements continued 48
11. Investments in subsidiaries 
Company
31 December
2008
£’000
31 December
2007
£’000
Restated
Shares in subsidiary undertakings at cost 4 4
Amounts due from subsidiaries 2,828 1,554
2,832 1,558
In the opinion of the Directors, the investments in the subsidiary undertakings are valued at least at the amounts at 
which they are stated in the balance sheet. Details of subsidiaries are set out in Note 26. Fair value information for 
these investments has not been disclosed because their fair value cannot be measured reliably. This is because the 
investments are unlisted and there is therefore no active market for them. The company has no immediate plans to 
dispose of these investments.
 12. Deferred tax asset
Group Company
31 December
2008
£’000
31 December
2007
£’000
31 December
2008
£’000
31 December
2007
£’000
Beginning of the year 181 107 5 –
(Charge)/benefit for the current year (income statement) (66) 71 (57) 5
(Charge)/benefit for the prior year (income statement) 69 – 69 –
(Charge)/benefit for the year (equity) (1) 3 (1) –
Deferred tax asset 183 181 16 5
The deferred tax asset primarily relates to accumulated tax losses carried forward.
Based on the forecast of future orders, the Group anticipates having sufficient profits to utilise these tax losses.
13. Inventories
Group Company
31 December
2008
£’000
31 December
2007
£’000
31 December
2008
£’000
31 December
2007
£’000
Finished goods 186 71 – –
Provision – (10) – –
186 61 – –
The cost of inventories recognised as an expense within ‘cost of sales’ amounted to £2,901,000 (2007: £545,000). The 
provision relates to on-going assessments of inventory obsolescence, excess inventory holdings and inventory resale 
values across all of the Group’s businesses. Westminster Group plc  I  Annual Report & Accounts 2008
 49
14. Trade and other receivables
Group Company
31 December
2008
£’000
31 December
2007
£’000
31 December
2008
£’000
31 December
2007
£’000
Restated
Amounts falling due within one year: 
Trade receivables 2,419 744 7 23 
Provision for impairment of receivables (12) (198) – (20)
Prepayments 57 55 – 25 
Amounts due from contract customers 157 237 – 2
Other receivables 175 46 16 41
2,796 884 23 71
The average credit period taken on sale of goods in 2008 was 88 days (2007: 100). An allowance has been made for 
estimated irrecoverable amounts from the sale of goods of £12,000 (2007: £198,000). This allowance has been based 
on the knowledge of the financial circumstances of individual debtors at the balance sheet date. The largest outstanding 
amount at 31 December 2008 was $2.3m from the Government of Southern Sudan. In April 2009 $500,000 of the 
amount due was received and the balance is expected in the near future.
The Group holds no collateral against these receivables at the balance sheet date.
The following table provides an analysis of trade and other receivables that were past due at 31 December, but not 
impaired. The Group believes that the balances are ultimately recoverable based upon a review of past payment history 
and the current financial status of the customers.
31 December
2008
£’000
31 December
2007
£’000
Up to three months 1,926 136
Up to six months 414 318
2,340 454
The Group has an allowance account for trade receivables, as follows:
2008
£’000
2007
£’000
Opening balance at 1 January 198 130
Provision for receivables impairment 11 68
Receivables written off during the year (197) –
Closing balance at 31 December 12 198
There are no significant credit risks from financial assets that are neither past due nor impaired.
At 31 December 2008 £1,768,000 (2007: £335,000) of receivables were denominated in US dollars and £651,000 
(2007: £409,000) in sterling.
The directors consider that the carrying amount of trade and other receivables approximates to their fair value. Westminster Group plc  I  Annual Report & Accounts 2008
notes to the f inancial s tatements continued 50
15. Contracts in progress
The Group had contracts in progress at 31 December 2008 as follows:
2008 
£’000
Amounts due from contract customers included in trade and other receivables 157
Amounts due to contract customers included in trade and other payables (475)
(318)
Contract costs incurred plus recognised profits less recognised losses to date 4,822
Less: progress billings (5,140)
(318)
Comparative information for 2007 is not available. At 31 December 2008 retentions held by customers for contract work 
amounted to £59,000 (2007: £37,000).
16. Cash and cash equivalents 
Group Company
31 December
2008
£’000
31 December
2007
£’000
31 December
2008
£’000
31 December
2007
£’000
Cash at bank and in hand 435 586 – 80
Short-term bank deposits 153 1,002 – 1,002
588 1,588 – 1,082
Bank overdraft (16) – (16) –
Cash and cash equivalents for the purposes of the 
cash flow statements 572 1,588 (16) 1,082
The Group’s short term bank deposits are invested in money market deposits which match the forecasted operating 
cash requirements of the business. The carrying amount of these assets approximates to their fair value. Details of 
deposits are as follows: 
Currency
Balance invested
£’000
Weighted average 
interest rate
Weighted 
average term
Sterling 153 1.75% Overnight Westminster Group plc  I  Annual Report & Accounts 2008
 51
17. Called up share capital
Group and Company 
Authorised 
The total number of authorised shares is 20,000,000 ordinary shares of 10p each. (2007: 20,000,000 ordinary shares of 
10p each).
Issued and fully paid 
The total amount of issued and fully paid ordinary shares is as follows: 
2008 2007
Number £’000 Number £’000
At 1 January 14,022,336 1,402 71,250,000 713
Conversion of shares from 1p each to 10p each – – (64,125,000) –
Issued during the year – – 6,897,336 689
At 31 December 14,022,336 1,402 14,022,336 1,402
The Company has one class of ordinary share, which carries no right to fixed income.
18. Share premium account
Group and Company
Year ended
31 December
2008
£’000
Year ended
31 December
2007
£’000
Start of period 2,304 – 
Premium on shares issued for cash – 2,879 
Transaction costs – (575) 
End of period 2,304 2,304  Westminster Group plc  I  Annual Report & Accounts 2008
notes to the f inancial s tatements continued 52
19. Share-based payments
The Company adopted the Share Option Scheme on 3 April 2007 that provides for the granting of both EMI and 
unapproved options (Westminster Group Individual Share Option Agreements). The main terms of the option scheme are 
as follows:
1. Although no special conditions apply to the options granted in 2007, the model form agreement allows the 
Company to adopt special conditions to tailor an option for any particular employee;
2. The scheme is open to all full time employees and Directors except those who have a material interest in the 
Company. For the purposes of this definition, a material interest is either beneficial ownership of, or the ability to 
control directly, or indirectly, more than 30% of the Ordinary share capital of the Company;
3. The Board determines the exercise price of options before they are granted. It is provided in the scheme rules that 
options must be granted at the prevailing market price in the case of EMI options and must not be granted at an 
exercise price that is less than the nominal value of a share;
4. There is a limit that options over unissued shares granted under the scheme and any discretionary share option 
scheme or other option agreement adopted or entered into by the Company must not exceed 10% of the issued 
share capital; and
5. Options can be exercised on the second anniversary of the date of grant and may be exercised up to the 10th 
anniversary of granting. Options will remain exercisable for a period of 40 days if the participant is a “good leaver”.
Details of the movements for the share option schemes during the year ended 31 December 2008 were as follows:
   31 December 2008
Number of
 options
 Weighted
 average 
exercise price 
per share (p)
Outstanding at start of year 538,585 35 
Granted during the year 20,000 53 
Exercised during the year – –
Forfeited during the year (15,000) 75
Outstanding at end of year 543,585 38 
Exercisable at end of year – –
The range of exercise prices and the weighted average remaining contractual life of share options outstanding at the end 
of the period are as follows:
   31 December 2008
Exercise Price
Number 
outstanding 
at end of year
Weighted 
average 
remaining 
contractual life 
(in years)
10p 311,000 8.3
52.5p 15,000 9.3
55.5p 5,000 9.4
67.5p 203,585 8.5
74p 9,000 8.7
Total 543,585 8.4 Westminster Group plc  I  Annual Report & Accounts 2008
 53
A Black-Scholes option pricing model was used to determine the fair value of share options at grant date. The 
assumptions used to determine the fair values of share options at grant dates were as follows:
5 Apr 07 21 Jun 07 20 Sep 07 21 Apr 08 11 Jun 08
Number of options granted 311,000 203,585 9,000 15,000 5,000
Share price at date of grant 5.6 67.5 75.0 52.5 55.5
Exercise Price 10.0 67.5 74.0 52.5 55.5
Expected volatility 1.6% 1.6% 1.6% 1.6% 1.6%
Average expected term to exercise (years) 4.5 4.5 4.5 4.0 4.0
Risk free rate % 1.81 1.81 2.35 2.35 2.35
Expected dividends – – – – –
For share options granted in 2007 and 2008, the expected share price volatility was determined taking account of the 
historic daily share price movements.
As the Company was not quoted at the dates of granting of the share options before the IPO on 21 June 2007, the 
calculation of the expected volatility of the shares was estimated by comparisons of the historic volatility of a sample of 
securities of a similar size to the Company, listed on the AIM index, as well as the volatility of other listed companies in 
similar industries.
The average expected term to exercise used in the models has been adjusted, based on management’s best estimate, 
for the effects of non-transferability, exercise restrictions and behavioural conditions, forfeiture and historical experience.
The risk free rate has been determined from market yields for government gilts with outstanding terms equal to the 
average expected term to exercise for each relevant grant.
The amount recognised in the income statement in respect of share-based payments was £4,000 (2007: £8,000).
20. Borrowings
Group Company
31 December
2008
£’000
31 December
2007
£’000
31 December
2008
£’000
31 December
2007
£’000
Current
Bank overdraft (secured) 16 – 16 –
Finance lease agreements – 14 – –
16 14 16 –
The bank overdraft is secured against the freehold property owned by the Company.
  Westminster Group plc  I  Annual Report & Accounts 2008
notes to the f inancial s tatements continued 54
21. Trade and other payables
Group Company
31 December
2008
£’000
31 December
2007
£’000
31 December
2008
£’000
31 December
2007
£’000
Current
Trade payables 714 281 65 48 
Other taxes and social security payable 74 29 49 21
Accruals and other creditors 222 113 63 69
Deferred income 475 44 – –
1,485 467 177 138 
Group Company
31 December
2008
£’000
31 December
2007
£’000
31 December
2008
£’000
31 December
2007
£’000
Non-current
Deferred income 2 – – –
2 – – –
Trade and other payables principally comprise amounts outstanding for trade purchases and ongoing costs, as well as 
payments received in advance for contracts that have not yet been delivered. The average credit period taken for trade 
payables in 2008 was 67 days (2007: 188 days).
Deferred income relates to amounts received from customers at year end but not yet earned.
At 31 December 2008 £102,000 (2007: £146,000) of payables were denominated in US dollars and £612,000 (2007: 
£135,000) in sterling.
The Group has no financial liabilities which mature over a period of  more than one year and therefore no such analysis 
is provided. Liquidity risk does not therefore arise under such circumstances. The Group ensures that it is able to pay its 
creditors as and when they fall due by ensuring that it is paid in a timely fashion by its debtors and has adequate cash 
reserves to ensure that fluctuations in cash flow do not hinder its ability to conduct business. Westminster Group plc  I  Annual Report & Accounts 2008
 55
22. Deferred tax liabilities
Deferred tax is calculated in full on temporary differences under the liability method. 
The movement on the deferred tax liability account is as shown below:
Group Company
31 December
2008
£’000
31 December
2007
£’000
31 December
2008
£’000
31 December
2007
£’000
Beginning of the year 52 64 52 64
Movement for the year 49 (12) 49 (12)
End of the year 101 52 101 52
The deferred tax liability wholly relates to the revalued property. In previous years the provision was based upon treating 
the property as if it was to be sold in due course, as this reflected the valuation basis of the property. It has been 
decided that the liability should be calculated on the basis that the property will continue to be used for the purposes of 
the business. This has required an increase in the deferred tax provision, even though the valuation has been reduced.
23. Financial risk factors
The Group is subject to a number of financial risks which may be summarised as follows:
(a) Foreign exchange risk
The Group operates internationally and is exposed to foreign exchange risk arising from various currency exposures, 
primarily with respect to the US dollar. The Group’s policy is to match the currency of a customer order with the principal 
currency of the supply of the equipment. Where it is not possible to match those foreign currencies, the Group might 
consider hedging exchange risk through a variety of hedging instruments such as forward rate agreements, although no 
such transactions have ever been entered into.
At 31 December 2008 £1,768,000 (2007: £335,000) of receivables were denominated in US dollars. If the US dollar 
were to depreciate by 10% relative to its year end rate, this would cause a loss of profits in 2009 of £176,800. This 
calculation is based upon an instantaneous 10% weakening of sterling relative to the dollar from the level applicable at 
31 December 2008. A strengthening of sterling would have an equal and opposite effect. Such analysis is for illustrative 
purposes only – in practice market rates rarely change in isolation.
(b) Credit risk
Management has a credit policy in place and the exposure to credit risk is monitored on an ongoing basis. Credit 
evaluations are performed on all customers requiring credit over a certain amount. At the balance sheet date, there 
were no significant concentrations of credit risk other than as disclosed in Note 14. The maximum exposure to credit 
risk is represented by the carrying amount of each trade receivable in the balance sheet. In the case of material sales 
transactions, the Group usually demands an initial deposit from customers and generally seeks to ensure that the 
balance of funds is secured by way of letter of credit or similar instruments. 
(c) Interest rate risk
The Group has minimal borrowing at present and consequently does not hedge interest rate risk. Surplus cash is 
deposited only with banks with excellent credit ratings. Given the high credit ratings, management does not expect any 
counterparty to fail to meet its obligations. Westminster Group plc  I  Annual Report & Accounts 2008
notes to the f inancial s tatements continued 56
24. Operating lease commitments and capital management
The Group and the Company lease various offices, office equipment and motor vehicles under non-cancellable 
operating lease agreements. The total commitments under these leases can be analysed as follows:
As at 31 December 2008
Group Company
Total 
commitments 
property
£’000
Total 
commitments 
other
£’000
Total 
commitments 
property
£’000
Total 
commitments 
other
£’000
Within one year 27 55 – 21
In the second to fifth 
years inclusive 1 65 – –
28 120 – 21
As at 31 December 2007
Group Company
Total 
commitments 
property
£’000
Total 
commitments 
other
£’000
Total 
commitments 
property
£’000
Total 
commitments 
other
£’000
Within one year 18 10 – –
In the second to fifth 
years inclusive – 81 – 44 
18 91 – 44 
Remaining lease terms range from 3 months to 3 years.
Group 
£’000
Company 
£’000
Minimum lease payments under operating leases  
recognised as an expense in the year 129 83
The Group treats all equity and debt of the business as capital. It manages its capital in such a way as to ensure that the 
business has adequate resources for its needs. At present the Group has virtually no debt, but a limited amount of debt 
might be considered appropriate at some point in the future. The ratio of debt to equity would be kept to a prudent level, 
given the nature of the Company’s business. There is no requirement for the Group to maintain a strong capital base for 
each of its UK subsidiaries and therefore each subsidiary is financed by inter-company debt from the parent company. 
These policies have not changed in the year. The Directors believe that they have been able to meet their objectives in 
managing the capital of the Group. Westminster Group plc  I  Annual Report & Accounts 2008
 57
 25. Related parties 
Transactions with key management personnel
The Group has a related party relationship with its shareholders and with its Directors who are its Executive officers. 
Details of the Executive and Non-Executive Directors’ remuneration is set out in the remuneration committee report on 
pages 22 to 24.
There were no amounts owed to or by the Directors at the year end (2007: £nil).
Transactions and balances between Group entities
At the period end, the following balances were owed to the Company by Group entities:
Company
31 December
2008
£’000
31 December
2007
£’000
Westminster International Limited 2,275 1,362
RMS Integrated Solutions Limited 553 192
Westminster Facilities Management Limited 3 – 
Westminster Technologies Limited 192 –
Less: reserve against dormant companies (195) –
2,828 1,554
A provision was made in previous years by Westminster Group plc against the intercompany debts due from its dormant 
subsidiaries. In the 2007 accounts this was shown as a deduction from the intercompany account itself. This year it is 
shown as a separate reserve and the amounts due specified.
During the period management charges were made from Westminster Group plc to its subsidiary companies as follows:
Company
31 December
2008
£’000
31 December
2007
£’000
Westminster International Limited 1,074 328 
RMS Integrated Solutions Limited 225 106 
Westminster Facilities Management Limited – –
Westminster Technologies Limited – –
1,299 434
The amounts due from the subsidiaries to the Company resulting from management charges and other intercompany 
activity are held as intercompany accounts and are not secured. The amounts due to the Group form part of the capital 
used by the subsidiaries.
One of the Directors, P . D. Fowler, is the largest shareholder in the Company and may be considered the ultimate 
controlling party through his interest in 33% of the shares of the Company. Westminster Group plc  I  Annual Report & Accounts 2008
notes to the f inancial s tatements continued 58
 26. Subsidiary undertakings 
The subsidiary undertakings at 31 December 2008 are as follows:
Name
Country of 
incorporation
Principal 
activity
% of nominal 
Ordinary share 
capital and voting 
rights held
Westminster International Limited England Advanced technology 100 
RMS Integrated Solutions Limited England Low voltage systems 100 
Westminster Technologies Limited England Non-trading 100
Westminster Facilities Management Limited England Dormant 100
27. Accounting estimates and judgements
The preparation of financial statements in conformity with IFRS requires management to make judgements, estimates 
and assumptions that affect the application of accounting policies and reported amounts of assets and liabilities, income 
and expenses.
Management discussed with the Audit Committee the development, selection and disclosure of the Group’s accounting 
policies and estimates and the application of these policies and estimates.
The following are the judgements and estimates that the Directors have made in the process of applying the Group’s 
accounting policies and that have a significant effect on the amounts recognised in the financial statements.
Revenue recognition
Recognition of income is considered appropriate when all significant risks and rewards of ownership are transferred 
to third parties. In respect of long-term contracts and contracts for on-going services, turnover represents the value 
of work done in the year, including estimates of amounts not invoiced. Turnover in respect of long-term contracts and 
contracts for on-going services is recognised by reference to the stage of completion, where the stage of completion 
can be assessed with reasonable accuracy. Revenue is calculated to reflect the substance of the contract, and is 
reviewed on a contract-by-contract basis, with revenues and costs at each divisible stage reflecting known inequalities 
of profitability. 
Share-based payments
With regard to the share-based payments outstanding, the fair values have been estimated using a Black-Scholes 
model in accordance with the judgemental assumptions set out in Note 19. 
Revalued freehold property
The Company owns a freehold property which is carried at a revalued amount. The carrying value of this property is 
based on a recent professional valuation. Management plans to conduct periodic revaluations of the property, although 
where market conditions dictate that there may be a material change in value, further valuations may be necessary. 
Bad and doubtful debts
Where a trade or other receivable may not be collectable management, based on its judgement, may either provide for 
all or part of the outstanding balance. Westminster Group plc  I  Annual Report & Accounts 2008
 59
28. Post balance sheet events: acquisition of Longmoor Services Limited
On 25 February 2009 Westminster Group plc acquired 100% of the share capital of Longmoor Services Limited for an 
initial consideration of £389,210, which was satisfied by the issue of 894,735 Ordinary Westminster shares at 43.5p 
on the date of completion. The Directors considered that this constituted a fair value for the business acquired, but no 
external valuation was considered appropriate.
Two further performance-based payments will be made, calculated on 50% of net profit in each of the two years 
following completion, up to a maximum aggregate additional payment of £2 million. The sellers may elect to receive  
such payments in cash or in new Ordinary Westminster shares (to be calculated on the average closing mid-market 
price of the Westminster shares over the 5 business days preceding the issue of such shares).
This transaction will be accounted for by the purchase method of accounting.
Net assets acquired
Fair value 
At 31 January
 2009 
£000
Acquiree’s 
carrying 
amount 
At 31 January 
2009
£000
Plant, property & equipment 3 3
Trade & other receivables 36 36
Trade & other payables (136) (136)
Bank liabilities (19) (19)
(116) (116)
Goodwill 537
Total consideration including direct costs 421
Satisfied by:
Ordinary shares 389
Cash 32
421
Net cash outflow arising on acquisition
Cash costs 32
The acquisition of Longmoor Services Limited took place after the year end, so no contribution to the Group’s results 
was recorded.
The goodwill is attributed to the synergies that are expected to arise in the post acquisition period, and to the reputation 
established by the business in its market. It is not possible to identify the value of the separable intangibles.
29. Comparative restatements
The comparative balance sheets and related notes have been restated to reclassify website costs as intangible  
assets and, in the parent company, to reclassify amounts due from subsidiaries to non-current assets. The Company 
finances its subsidiaries through inter-company loans. Since it is not intended that these loans should be repaid in 
the foreseeable future, it has been decided that the amounts due are more correctly classified as investments in 
subsidiaries. The balance sheet for 2007 has been restated to allow shareholders to make a informed comparison  
of the numbers. These reclassifications did not impact on retained earnings. 
 30. Contingent liabilities and capital commitments
Westminster International Limited has, in the normal course of business, given guarantees and entered into counter-
indemnities in respect of bonds relating to its contracts, which are cross-guaranteed by the other Group companies.  
The total amount outstanding at 31 December 2008 was £98,000 (2007: £15,000).
The Group has no material capital commitments as at 31 December 2008 (2007: nil). Westminster Group plc  I  Annual Report & Accounts 2008
company information 60
Directors 
Executive  Non-Executive
Peter Fowler Lt. Col. Sir Malcolm Ross (Chairman)
Nicholas Mearing-Smith Sir Michael Pakenham 
Stuart Fowler 
Roger Worrall 
Secretary 
Nicholas Mearing-Smith
Registered office 
Westminster House 
Blacklocks Hill 
Banbury 
Oxfordshire 
OX17 2BS  
Principal bankers 
HSBC Bank plc 
17 Market Place 
Banbury 
Oxfordshire 
OX16 5ED 
Nominated adviser, 
financial adviser  
and broker
FinnCap 
4 Coleman Street 
London 
EC2R 5TA  
Registrars
Capita Corporate Registrars plc 
The Registry 
34 Beckenham Road 
Beckenham 
Kent 
BR3 4TU 
Solicitors
Charles Russell LLP 
7600 The Quorum 
Oxford Business Park North 
Oxford 
OX4 2JZ 
Auditor
Baker Tilly UK Audit LLP 
St Philips Point 
Temple Row 
Birmingham 
B2 5AF 
Financial public relations
Winningtons 
St Brandon’s House 
29 Great George Street 
Bristol 
BS1 5QT  01 Highlights
03 company Overview
09 current Projects 
10 chairman’s Statement
12 chief executive Officer’s report 
16 Finance Director’s report
18 Board of Directors
20 Directors’ report
22 remuneration committee report 
25 corporate governance report 
27 Statement of Directors’ responsibilities
28 independent auditor’s report 
29 consolidated income statement
30 consolidated statement of changes in equity
31 company statement of changes in equity
32 consolidated and company balance sheets
33 consolidated and company cash flow statements
34 notes to the financial statements
60 company information
Contents
the Westminster Group is a specialist 
security group operating worldwide via an 
extensive international network of agents 
and offices in over 45 countries.
the Group’s principal activity is the design, supply and 
ongoing support of advanced technology Fire, Safety, 
Security and Defence solutions to governments and 
government agencies, non-governmental organisations 
and blue chip commercial organisations worldwide.
the Mission of Westminster Group plc is to be recognised 
as a worldwide centre of excellence for the provision of 
Fire, Safety, Security and Defence products and services.
  Fire i SaFety i Security i DeFence
Worldwide World Class Protection
annual report & accounts 2008
annual report & accounts 2008 Westminster Group plc
Westminster Group plc
Westminster House 
Blacklocks Hill 
Banbury 
Oxfordshire 
OX17 2BS
www.wg-plc.com