Worldwide World Class Protection
Annual Report & Accounts 2012 01 Highlights
02 Company Overview
06 Chairman’s Statement
08 Chief Executive Ofﬁ cer’s report 
12 Chief Financial Ofﬁ cer’s report
14 Board of Directors
15 Directors’ report
18 Remuneration Committee report 
21 Corporate governance report
CONTENTS
The Westminster Group is a specialist 
security group operating worldwide via 
an extensive international network of 
agents and ofﬁ ces in over 48 countries.
The Group’s principle activity is the design, supply 
and ongoing support of advanced technology security 
solutions and the provision of long term managed services, 
consultancy and training services 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.
24 Statement of Directors’ responsibilities
25 Independent auditor’s report 
26 Consolidated statement of comprehensive income
27 Consolidated and Company statements of ﬁ nancial position
28 Consolidated statement of changes in equity
29 Company statement of changes in equity
30 Consolidated and Company cash ﬂ ow statements
31 Notes to the ﬁ nancial statements
 Company information “Our vision has been to build a global security business focussed 
on delivering ‘end to end’ integrated security solutions to high 
growth and emerging markets around the world.”
Peter Fowler
Chief Executive Ofﬁ cer
Financial Highlights for the Year ended 31 Dec 2012
  Revenue £9.46m (2011: £10.07m)
  Order Intake £15.2m (2011: £14.7m)
  Operating Loss £1.28m (2011: £1.63m)
Operating Highlights
  15 year West African airport security contract worth in excess of $300m
  10 year franchise agreement signed in Nigeria
  £1.9m raised from strategic investors
  New contracts won include: In Africa - Managed Services airport security, complete 
protection for Cargo Warehouse; Middle East - electronics countermeasures system 
for Police Force, airport security screening, surveillance equipment, oil and gas 
installation scanning equipment, specialist K9s explosives detection unit; Asia - State 
Security covert surveillance equipment, hand held explosives detectors); and UK - 
British Prison Service security equipment and services.
  Managed Services division established
  Group sales pipeline £783m
Post Year End
  Placing to raise £1.475m of new equity at 30p  from institutional and strategic 
investors
  £5m Equity ﬁ nancing facility completed April 2013 
  Restructuring of group into Managed Services and Technology divisions in March 2013 
alongside disposal of loss making UK alarm and monitoring businesses
  Pipeline of managed services opportunities continues to strengthen both in terms of 
size and quality of prospects
HIGHLIGHTS 01
Westminster Group plc I Annual Report & Accounts 2012
Airport Security Solutions - Total Care Programme
Westminster continues to expand its airport security solutions around the world 
including a new 15 year contract, which commenced in May 2012, for complete ground 
security operations at a West African Airport under Westminster’s managed services 
‘Total Care Programme’. 
Westminster’s Total Care Programme allows airport operators to upgrade the security 
of their airports, at no cost to them, with Westminster providing all the technology, 
expertise and management required to bring the airports up to international standards 
and maintain them, under a long term managed services agreement. For further 
information on this and other airport security solutions offered by Westminster visit
www.wass-ltd.com
‘12
‘11
‘10
4,398
3,768
4,146
Enquiries Received
‘12
‘11
‘10
791
662
742
Orders Received
‘12
‘11
‘10
£15.2m
£3.2m
£14.7m
Value of Orders
‘07
Cumulative Revenue Growth
‘08 ‘09 ‘10 ‘11 ‘12
against 30% growth line Westminster Group plc  I  Annual Report & Accounts 2012
 2
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2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2
 2 2 COMPANY OVERVIEW 02
The Westminster Group Plc. Is a highly experienced and internationally acclaimed Fire, Safety, Security and Defence Group operating 
worldwide through and extensive network of agents and international ofﬁ ces in 48 countries. The Group consists of two internationally 
focussed operating divisions providing a wide range of solutions and services.
“We have built a strong brand and international reputation and we 
continue to win and deliver new and important business around the 
world.”
Lt. Col Sir Malcolm Ross GCVO, OBE
Chairman
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
Technology Division
The Technology Division is focussed on providing advanced technology led security solutions encompassing a wide range of surveillance, 
detection, tracking and interception technologies. The Division comprises primarily of Westminster International Ltd and has a 
demonstrable potential to win and successfully deliver large implementations and product supply projects
The Division provides a wide range of niche ﬁ re, safety, security and defence products and solutions and has a track record of 
delivering complex product and technology solutions to governments and governmental agencies, non-governmental organisations 
(NGO’s) and blue chip commercial organisations worldwide. Westminster’s strong brand, extensive web presence and international 
reputation means the Division receives large numbers of enquiries for its services from across the globe.
Westminster Group plc  I  Annual Report & Accounts 2012 Westminster Group plc  I  Annual Report & Accounts 2012
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 3 3 03
Longmoor Security Ltd:
Recognised as a leading provider of quality security personnel and corporate security solutions worldwide protecting high 
proﬁ le international customers including organisations such as the BBC. Longmoor’s operatives all hold British Home Ofﬁ ce or 
British Armed Forces qualiﬁ cations in their specialist ﬁ elds.
The company covers four areas – Training, Security & Protection, Risk Management and Special Projects – providing a 
complete security solution. 
www.longmoor-security.com
Westminster Aviation Security Services Ltd:
Westminster Aviation Services Ltd is a specialist division providing complete security solutions to the aviation and other 
transportation sectors protecting infrastructure, operations & assets and the travelling public throughout the world.
Westminster provides a wide range of solutions including the manning and operation of complete airport security facilities, 
the provision of specialised screening of people, baggage and cargo, provision of surveillance, monitoring and detection 
equipment, explosive and narcotics detection, emergency repatriation ﬂ ights, emergency aid distribution and relief ﬂ ights.
www.wass-ltd.com
Managed Services Division
The Managed Services division is focussed on providing long term recurring revenue, managed services contracts and the provision of 
manned services as the management and operation of complete security services and solutions, together with consultancy, training 
and other similar supporting services. The Division comprises primarily of Westminster Aviation Security Services Ltd (WASS) and 
Longmoor Security Ltd.
Services include comprehensive protection solutions to key national and critical infrastructure sites (both governmental and 
commercial) such as airports, ports & harbours, railway stations, border crossings and other such facilities. with Westminster providing 
the investment in equipment and personnel as well as providing the required expertise to operate and run the security operation under 
long term contracts.
Sector Analysis
The four sectors in which 
the group operates are 
represented as follows.
Westminster Group plc  I  Annual Report & Accounts 2012
 Technology 61%
  
22% Managed Services 
16%  Discontinued Operations 
%
  Westminster Group plc  I  Annual Report & Accounts 2012
 4
A A br broa oad d ra rang nge e of of s ser ervi vice ces
We are not a manufacturer  and are product agnostic. We are not therefore tied to any one single product or technology which 
means we are able to promote the most approprite secutions for our customers needs; this is a key strength of our Group. We are not 
dependent on any one supplier, technology, customer or region. 
As a solutions provider/systems integrator, we offer a broad range of products and services from suppliers all over the world, 
wherever possible negotiating advantageous or exclusive rights prior to promoting them to our target client base. We believe that 
another key strength 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 our clients’ needs.
Westminster is continually developing and expanding its range of solutions for customers in all sectors. We have now a complimentary 
group of companies which enable us to offer a complete ‘end to end’ solution for all their needs including consultancy, risk 
assessments, installation services, maintenance and monitoring of technology solutions, the supply of specilist equipment, the supply 
of manned security and comprehensive training services.
FIRE I SAFETY I SECURITY I DEFENCE
COMPANY OVERVIEW CONTINUED 04
Westminster Group plc  I  Annual Report & Accounts 2012 Westminster Group plc  I  Annual Report & Accounts 2012
 05
Worldwide World Class Prot tection
The focus of our business is to provide niche products and services to niche markets around the world. We do so through an expanding 
network of strategically located ofﬁ ces and agents in 48 countries covering every continent with the exception of Antarctica.
We have invested and continue to invest heavily in building our international presence and agency network. The strategy we have 
developed to capitalise on the market opportunities that undoubtedly exist around the world today is, we believe, creating a 
competitive advantage for our Group and we are therefore well placed to achieve signiﬁ cant growth from the many opportunities 
presented.
A growing network of agents and ofﬁ ces in 48 countries
Geographical Revenue Analysis
The Group’s international 
business is conducted on a global 
scale.
 UK & Europe 22%
 Africa 34% 
42% Middle East 
2%  Rest of the World 
Westminster Group plc  I  Annual Report & Accounts 2012
%
% 
4
2 Westminster Group plc  I  Annual Report & Accounts 2012
 6
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“We have increasing conﬁ dence in our business model and 
its ability to generate long term consistent proﬁ ts and thus 
shareholder value.”
Lt. Col Sir Malcolm Ross GCVO, OBE
Chairman
Overview
I am pleased to present the accounts 
for Westminster Group plc for the year 
ended 31 December 2012 which show 
an improved operating result over 2011. 
Whilst revenues of £9.5m (2011: £10.1m) 
were slightly down on the previous year, 
this is in no way a reﬂ ection of the 
signiﬁ cant achievements made by the 
Company in the period.  The comparative 
results have been inﬂ uenced by timing 
issues on orders, demonstrated by the 
fact that we received a multi-million USD 
order at the end of December which was 
too late to impact 2012 revenues and will 
now be delivered in 2013.
We have built a strong brand and 
international reputation.  We continue 
to win and deliver new and important 
business around the world, further 
enhancing our global reference base. 
Of particular note was the new multi-
million, multi-year airport security 
contract secured by our aviation security 
division in 2012. We are currently in the 
course of negotiating a number of similar 
long term recurring revenue contracts 
and in November 2012 we entered into a 
Memorandum of Understanding and are 
now in advanced negotiations on another 
airport security contract. As ever, in any 
such negotiations, the eventual outcome 
and timing can be uncertain, but this 
gives us increasing conﬁ dence in our 
business model and its ability to generate 
long term consistent proﬁ ts and thus 
shareholder value.
Strategy
The Group can generate attractive 
returns for investors by focussing on 
the growing global security market for 
products and services with its strong 
social, political and economic drivers. We 
target regions of high economic growth 
such as Africa, the Middle East and Asia, 
and in the difﬁ cult economic climate 
faced by many countries in the western 
world today, our decision to focus on 
building a global export led business can 
be seen to have been a wise strategy. We 
are not a manufacturer and are product 
agnostic, being able to promote and 
deliver the most appropriate solutions for 
our customers’ needs. We are therefore 
not reliant on any particular region, 
customer, technology or supplier. 
We have built an extensive presence 
around the world with representation in 
48 countries and have established strong 
brand awareness in our key markets. We 
have one of the largest security websites 
in the world and have a successful track 
record of delivering complex security 
projects for an extensive ‘blue chip’ 
client base.  Our reputation grows with 
every new contract award.
To focus the Group on these international 
growth markets, and as part of our 
continuing growth strategy, we announced 
a restructuring of the Group in March 
2013 into two internationally focussed 
divisions. As part of that restructuring 
we disposed of our UK centric alarms and 
monitoring business and are now focussed 
on the following two core operations:
Managed Services Division
Focusing on long term managed services 
contracts such as the management and 
running of complete security services and 
solutions in airports, ports and other such 
facilities and the provision of manned 
services, consultancy, training and other 
similar and supporting services. This 
division has a recurring cash ﬂ ow model 
and this offers good visibility over future 
earnings;
CHAIRMAN’S REPORT 06
Westminster Group plc  I  Annual Report & Accounts 2012 Westminster Group plc  I  Annual Report & Accounts 2012
  7
Technology Division
Focusing on providing advanced 
technology led security solutions 
encompassing a wide range of 
surveillance, detection, tracking and 
interception technologies; principally 
to governments and governmental 
agencies, non-governmental organisations 
(NGO’s) and blue chip commercial 
organisations worldwide. This division 
has a demonstrable potential to 
win and successfully deliver large 
implementations and product supply 
projects;
Corporate Conduct
In our industry it is vitally important that 
we maintain the highest standards of 
corporate conduct. You will see in the 
Directors’ report on corporate governance 
all of the detailed measures we take to 
ensure that our standards, and those of 
our agents, can stand any scrutiny by 
Government or other ofﬁ cial bodies.
Staff and Board
I would like to take the opportunity 
to express my appreciation to all our 
employees, both in the UK and our ever 
expanding overseas workforce, who have 
worked extremely hard during the year. 
I look forward to welcoming more UK 
and overseas employees on board as we 
expand in 2013 and beyond. As a service 
based business, our staff are vital to 
the continued growth and development 
of our business and we are fortunate in 
having a highly committed and dedicated 
workforce.  Their dedication is crucial to 
our ability to rapidly grow the Group and 
develop our worldwide reputation. We 
continue to strengthen our senior team 
with key appointments to help take the 
Company to the next stage of its growth 
and I warmly thank them for all that they 
have done for us.
I would ﬁ nally like to thank all 
our investors for their support and 
particularly to our strategic investors 
who are bringing their expertise to help 
deliver value for all.
Lt. Col. Sir Malcolm Ross GCVO, 
OBE
Chairman
27 May 2013
PORT I AIRPORT I UTILITIES I INFRASTRUCTURE
 07
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CHIEF EXECUTIVE OFFICER’S REPORT 08
Business Overview
Westminster’s principal activity is the 
design, supply and ongoing support 
of advanced technology security 
solutions, encompassing a wide range 
of surveillance, detection, tracking 
and interception technologies 
and the provision of long term 
managed services contracts such 
as the management and running 
of complete security services and 
solutions in airports, ports and 
other such facilities together with 
the provision of manned services, 
consultancy and training services. 
The majority of its customer base, 
by value, comprises governments 
and government agencies, non-
governmental organisations 
(NGO’s) and blue chip commercial 
organisations.
In my 2011 report I stated that 
we believed we had reached an 
inﬂ ection point for the Group and I 
am happy to report our achievements 
in 2012 reinforce that belief. We 
have achieved improved operating 
results over 2011 with slightly 
reduced revenues of £9.5m (2011: 
£10.1m) due to timing issues on 
orders; $3million of which arrived 
at the end of December, too late 
to impact on the 2012 revenues. 
However the real achievement in 
the year is the success we have 
achieved in positioning the Group for 
a step change in scale and size as we 
now move to the next phase of our 
growth plans.
Our vision has been to build a 
global security business focussed on 
delivering ‘end to end’ integrated 
security solutions to high growth and 
emerging markets around the world. 
Over the past few years much of 
our efforts have been employed in 
building our international presence 
and we have invested heavily in 
developing our agent network and 
establishing a strong corporate brand 
which is now well recognised by our 
target customers.
We are now seeing the beneﬁ t of 
this effort and investment. We 
have a truly global footprint with 
representation in 48 countries; we 
have a track record of successfully 
delivering complex security solutions 
around the world, an increasing 
number of which are multi-million 
pound in value; an example of 
which is the 15 year airport security 
contract we announced in February 
2012 with an potential value in 
excess $150m over the ﬁ rst 8 years 
of the contract alone As we move 
forward on our growth strategy, we 
are now in an excellent position to 
leverage our extensive international 
network in order to exploit the 
signiﬁ cant international opportunities 
in large scale technology projects 
and long term, recurring revenue, 
managed services contracts. 
To those ends we have reorganised 
the Group into two separate 
divisions, Managed Services and 
Technology, to focus on international 
growth markets and have disposed of 
our UK based alarms and monitoring 
businesses to a management buy-
out; although both businesses will 
continue to provide services to the 
Group on a contract basis.
Our Markets
Whilst having a British base, we 
are internationally focussed and 
export led. We operate in a huge 
and growing market with strong 
economic, political and social drivers 
which we believe will continue 
to present excellent business 
opportunities for the foreseeable 
future. To put that in context, 
the annual market for security 
equipment and services is expected 
to be $700bn in 2013, with growth of 
7.4% expected in 2014   Furthermore 
our focus is on high growth market 
opportunities in Africa, Asia and the 
Middle East where the IMF expects 
average annual GDP growth across 
the period to 2018 of between 
5% and 8%. Aviation demand is 
increasing, particularly in Africa 
as their economies develop and a 
middle class emerges.  Against this 
backdrop Boeing expects African 
passenger volumes to grow at 
5.6% per annum over the next 20 
years.  Many airlines are ordering 
new equipment and are reporting 
increasing load factors which bodes 
well for our Managed Services 
division.
Many of these markets are growing 
due to the discovery of and demand 
for minerals and other natural 
resources.  This creates a burgeoning 
local economy and the consequent 
need for effective security for 
both governmental and commercial 
facilities. To that end, customers 
are looking for integrated security 
solutions and managed services from 
companies with the international 
structure and the expertise to 
implement and support such 
projects. 
To be successful in this market 
however requires meeting exacting 
criteria: credibility, 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 signiﬁ cant 
“The real achievement on the year is the success we have achieved 
in positioning the Group for a step change in scale and size as we 
now move to the next phase of our growth plans”
Peter Fowler
Chief Executive Ofﬁ cer Westminster Group plc  I  Annual Report & Accounts 2012
 09
barrier to entry for many companies. 
Whilst there are many companies 
providing security services in one 
form or another, there are relatively 
few doing so on a global basis due 
the logistical and cultural difﬁ culties 
in dealing with many diverse 
countries around the world, and even 
fewer who can do so providing fully 
integrated services. Westminster, 
with its global presence and growing 
international reputation, is well 
placed to take advantage of such 
opportunities and this is evidenced 
by the record levels of enquiries 
we are now receiving across our 
divisions. 
We have demonstrated our ability 
to deliver complex and innovative 
solutions to an impressive list of 
clients worldwide and have therefore 
clearly established 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. 
Strategy
The Group’s strategy is to build 
shareholder value through the 
generation of long term recurring 
proﬁ table cash ﬂ ows.
Having invested heavily in recent 
years in building up our international 
presence, we now have strong 
brand awareness and extensive 
representation in 48 countries 
covering all continents with the 
exception of Antarctica; with a 
strong focus on our target markets of 
Africa, the Middle East and Asia. This 
extensive network provides us with a 
distinct operational and commercial 
advantage in our chosen markets 
and a platform from which we can 
more easily develop and exploit 
major technology opportunities and 
our innovative solutions in managed 
services.
Our Managed Services Division is 
focussed on the provision of long 
term managed services contracts 
such as the management and 
running of complete security 
services and solutions in airports, 
ports and other such facilities and 
the provision of manned services, 
consultancy, training and other 
similar and supporting services. 
This division has a recurring cash 
ﬂ ow model and this offers good 
visibility into future earnings. Our 
strategy with this division is to use 
our extensive international network 
to open negotiations with various 
governments and organisations who 
may be interested in such services 
particularly some of our innovative 
solutions we are developing, 
particularly for airports.
Our Technology Division is focussed 
on providing advanced technology 
led security solutions encompassing 
a wide range of surveillance, 
detection, tracking and interception 
technologies. We have a track record 
of delivering a wide range of complex 
product and technology solutions 
to governments and governmental 
agencies, non-governmental 
organisations (NGO’s) and blue chip 
commercial organisations worldwide 
and our strong brand, extensive 
web presence and international 
reputation means we receive 
large numbers of enquiries for our 
services from across the globe. 
Our strategy with this division is 
to continue to review and enhance 
our wide range of products and 
to continue to expand our web 
presence for innovative technologies. 
Our international network is of 
considerable assistance in helping 
with local knowledge, logistics 
and manpower in relation to such 
enquiries and projects making this a 
cost effective and scalable business. 
We also intend to expand on our 
franchise model such as the Nigerian 
Franchise we entered into in May 
2012 and with whom we are working 
on some sizeable potential project 
opportunities.
Divisional Review
As previously stated, we have 
reorganised our operating companies 
into two operating divisions, 
Managed Services and Technology, 
both primarily focussed on 
international business as follows:
Managed Services Division
Our Managed Services division is 
focussed on providing long term 
recurring revenue, managed services 
contracts and the provision of 
manned services, consultancy, 
training and other similar supporting 
services. The Division comprises 
primarily of Westminster Aviation 
Security Services Ltd (WASS) and 
Longmoor Security Ltd.
Services include comprehensive 
protection solutions to key national 
and critical infrastructure sites 
(both governmental and commercial) 
with Westminster providing the 
investment in equipment and 
personnel as well as providing the 
required expertise to operate and 
run the security operation under 
long term contracts.  Westminster 
would typically derive its income 
from a transaction fee/tax payable 
by users of the facility; for example 
in an airport this would based on 
the volumes of passengers and cargo 
going through the facility.
We believe this business model has 
many attractive cash dynamics to 
it.  Firstly it is transaction driven, 
which means the service is paid for 
by users of the facility in question 
and, as user volumes increase, so do 
revenues. Revenues are collected 
regularly and promptly and it 
has the strong forward visibility 
associated with known user factors. 
Furthermore, as it is a transaction 
based service, bad debt risk is 
considerably reduced as the service 
can quickly be withdrawn or denied 
to potential defaulters.
An example of such a managed 
services contract was the new 
West African airport contract which 
we secured in February 2012.We 
formally commenced operations at 
the airport on 1 May 2012 and within 
a few months had made a dramatic 
difference to the overall security 
at the airport. We have taken over 
the 120+ existing civilian security 
operatives in the airport, provided 
everyone with new uniforms and  Westminster Group plc  I  Annual Report & Accounts 2012
CHIEF EXECUTIVE OFFICER’S REPORT CONTINUED 10
instigated comprehensive and 
ongoing training courses for all staff 
to bring them up to internationally 
recognised standards. We brought in 
a team of aviation security specialists 
dedicated to this contract to provide 
the management and guidance 
required to operate the airport 
security to international standards. 
We have installed new passenger and 
baggage screening equipment and 
have installed a comprehensive and 
advanced CCTV surveillance system 
throughout the airport including 
long range thermal surveillance to 
monitor the airﬁ eld even in zero 
light conditions. We have installed 
an advanced access control system 
controlling access throughout the 
airport and installed a sophisticated 
control and command centre from 
which all security functions in the 
airport are controlled and monitored.
We have instigated comprehensive 
new processes and procedures, 
new ID badging systems, provided 
new airport security vehicles for 
perimeter patrols, set up a new K9 
substance dog detection unit and 
many more other initiatives within 
the airport. We also completely 
ﬁ tted out the new terminal with 
security equipment and even assisted 
the authorities with the construction 
of a new hold baggage screening 
centre.
The results of our activities are that 
criminal activity, including suspected 
drug trafﬁ cking, has been virtually 
eliminated.  Passengers and their 
baggage are efﬁ ciently screened and 
overall security at the airport has 
increased dramatically.
We have also installed state of the 
art cargo scanning equipment and 
have carried out training courses 
for airport staff on cargo screening 
and security services. We expect 
to be in a position to commence 
cargo screening once the ﬁ nal 
infrastructure and building works 
are completed which will enable the 
country to export signiﬁ cant products 
by air for the ﬁ rst time and will help 
local economic development. We 
expect this to go into service in the 
summer of 2013 and will generate 
additional margins for WASS.  
Fees are payable directly by airlines 
who in turn collect the security fee 
from embarking passengers as part 
of their ticket price.  We collected 
our ﬁ rst revenues from operations 
in June 2012, which reﬂ ects the 
efﬁ ciency of the billing model given 
that our services only went ‘live’ on 
1 May 2012.  Passenger volumes are 
in line with expectations. We are 
encouraged that now security has 
been increased some carriers are 
increasing their capacity and new 
airlines opening up routes to this 
airport. We are pleased to report 
that we have been given positive 
feedback regarding our deliveries by 
airlines, governmental agencies and 
international regulatory bodies
I am also pleased to report that 
during 2012 we commenced 
discussions with a number of 
additional airports for similar 
managed services.  In November 
2012 we signed a Memorandum of 
Understanding (“MoU”) with an East 
African country for the provision of 
complete airport security services 
at their international airport 
and I am pleased to conﬁ rm that 
contract discussion are now at an 
advanced stage. I am also pleased to 
announce that the Division has now 
signiﬁ cantly added to its pipeline 
potential for new sales and our 
total pipeline of airports in Africa 
alone, with whom we are at various 
stages of discussions now stands at 
an aggregate of 4.3m embarking 
passengers per annum. In addition 
we have recently had expressions 
of interest from airports in Asia and 
South America.
The Division is also looking at 
possibilities for expanding the 
managed services offering to other 
key infrastructure sites such as ports, 
railways and border crossings.
Our Longmoor Security training 
division is now integrated within 
Managed Services and will no longer 
report separately.  Following a 
downturn in recent months in the 
market for close protection security 
training, as a result of changes in 
demand from theatres such as Iraq, 
Afghanistan and Somalia which have 
affected the training industry in 
general, Longmoor has expanded 
its training services to now include 
aviation security training as well 
as expanding into the provision of 
broader security services in overseas 
territories.  We are pleased that 
it has recently signed a multi-year 
guarding contract in West Africa. 
Consequently its cost base has been 
realigned and the lease for the 
training academy has lapsed at the 
end of April 2013. 
Technology Division
Our Technology Division is 
focussed on providing advanced 
technology led security solutions 
encompassing a wide range of 
surveillance, detection, tracking 
and interception technologies. The 
Division comprises primarily of 
Westminster International Ltd and 
has a demonstrable potential to 
win and successfully deliver large 
implementations and product supply 
projects
The Division beneﬁ ts from 
Westminster’s network of over 
100 agents in 48 countries. With 
its international reputation for 
successfully delivering complex 
security projects and solutions 
around the world, and its high proﬁ le 
and extensive website, the Division is 
generating record levels of enquiries 
for Westminster’s wide range of 
technology based products and 
services.
We are not a manufacturer and are 
product agnostic, able to promote 
and deliver the best solution for 
any given application. Indeed a key 
strength of Westminster’s Technology 
division is its extensive knowledge 
of the security market place and 
of manufacturers of effective but 
often niche security equipment.  In 
fact, due to Westminster’s extensive 
international network and market 
reach, niche security manufacturers 
regularly contact Westminster 
as a means of promoting their 
technologies to the market. Westminster Group plc  I  Annual Report & Accounts 2012
  11
This Division secured numerous 
orders and contracts for a wide 
and diverse range of products 
and services during the year, 
including a contract for advanced 
surveillance equipment to a Middle 
Eastern client; the supply of covert 
surveillance equipment to Asia for 
use by state security forces; various 
equipment & services to the British 
Prison Service; airport security 
screening equipment to Saudi Arabia; 
electronic countermeasures system 
to Gulf State police force; scanning 
equipment to the British Embassy in 
Kabul; complete security for  a new 
build cargo warehouse in Africa; x-ray 
screening systems to Saint Helena 
Island; supply of a specialist K9s unit 
trained to ﬁ nd explosives to protect 
a Middle East Government Ministry; 
supply of hand held explosives 
detectors to an Indonesian based 
company and various equipment 
supplied through Westminster’s 
international networks.
In addition, Westminster continued 
with the delivery of several large 
scale projects during the year and 
is increasingly securing multi-million 
USD contracts around the world. In 
December, the Division won a $3.25m 
contract for scanning equipment to 
protect a key oil and gas installation 
in the Middle East which will beneﬁ t 
2013 revenues and the Division is 
currently in discussions with various 
clients regarding similar and larger 
scale potential projects around the 
world. Whist the Division’s revenues 
were behind original expectation this 
was due to timing issues and certain 
large contracts being received too 
late in the year to be included in 
2012 revenues. During the year the 
Division signed its ﬁ rst franchise 
agreement with our Nigerian partner 
and we are pleased to say that this 
has generated initial revenues in 2012 
as well as increased revenues already 
in 2013.  Currently we are working 
with our franchisee on a number 
of major potential contracts which 
may come to fruition in 2013. This 
is in addition to its annual franchise 
fee and we see this model as having 
scalability. 
Disposals of RMS (CTAC) Integrated 
Solutions and International 
Monitoring Services (Disposed March 
2013)
These operations are UK centric and 
provide UK domestic and corporate 
customers with low voltage security 
systems (such as alarms) and the 
monitoring of such systems.  These 
markets are highly competitive and 
price sensitive, and we believed that 
this business will be better served 
under dedicated management. In 
accordance with the Group’s strategy 
of focusing on international growth 
markets they were disposed of in 
March 2013 to a management buyout 
and are shown as discontinued 
activities. Both companies will 
however continue to provide services 
to the Group under contract. The 
consideration will be £0.2m payable 
across the ﬁ rst 12 months with an 
earn-out dependent on a percentage 
of revenues achieved in excess of 
certain metrics over the 2 years from 
disposal. 
Current Trading and Outlook
The revised strategy announced in 
March 2013 ﬁ rmly aligns the Group 
with the growth opportunity in 
international markets.  We have 
disposed of our lower margin UK 
focussed business and have refocused 
Longmoor. Our Technology division 
has a strong pipeline of potential 
new business and has achieved order 
intake in 2013 to date which is 109% 
up on the same period for 2012 Given 
the nature of the governmental 
clients and the procurement 
processes associated with large 
contracts, we can never eliminate 
the risks of timing issues. We have 
conﬁ dence in this division being able 
to make a meaningful contribution to 
the Group. 
Our Managed Services business 
offers substantial growth prospects. 
With interest in our managed 
services accelerating, we currently 
have an impressive pipeline of 
potential airport security projects 
at various stages of discussion, 
some at advanced stages, and 
whilst there can be no certainty 
as to the outcome or timing of 
such discussions, any one of such 
contracts would signiﬁ cantly add 
to revenues and several would 
dramatically transform our business 
and generate long term proﬁ ts.
In addition to the above we have a 
solid order book, growing recurring 
revenues, improving gross margins, 
clear strategic goals and objectives 
and a commitment to the continuing 
development of our operational 
infrastructure. We are delivering on 
our vision. We have built a strong 
brand and are now seen as a truly 
global security business. We have 
a strong management team and an 
experienced board of Directors. 
Accordingly the Board and I remain 
excited about our growth prospects 
for 2013 and beyond.
Peter Fowler
Chief Executive Ofﬁ cer
27 May 2013 Westminster Group plc  I  Annual Report & Accounts 2012
CHIEF FINANCIAL OFFICER’S REPORT 12
Income Statement
The Group achieved revenues of £9.46m 
(2011: £10.07m). Our continuing 
businesses recorded revenues of £7.91m 
(2011: £8.75m) with the fall arising 
from the slippage of certain Technology 
division revenues into 2013. An example 
of this is the order for a gantry based 
scanning system with a sales value 
of $3.25m received at the end of the 
December 2012 and which will now 
beneﬁ t 2013. Our order intake for the 
year was £15.2m (2011: £14.7m), of 
which £9.2m represents approximately 
5% of the potential full value of the 15 
year airport contract which was signed in 
February 2012 and has a potential sales 
value of $300m across its full 15 year 
term life.   Revenues from the Managed 
Services Division during the period were 
in line with our expectation of £1.70m. 
In line with our strategy, focussing on 
export growth markets, our overseas 
revenues rose representing some 77.5 
% (2011: 74.5%). The discontinued 
operations revenues of £1.55m (2011: 
£1.31m) relate to the revenues of RMS 
(CTAC) Limited and IMS Limited, both of 
which were disposed of in March 2013 to 
a management buyout.
Gross proﬁ t was £3.54m (2011: £2.46m) 
and represented 37.4% of revenue (2011: 
24.4%). Underlying gross margins from 
our on-going business stood at £2.95m 
(2011: £2.08m) and represented 37.3% of 
the associated revenues (2011: 23.7%).  
This signiﬁ cant margin improvement was 
largely due to a Managed Services airport 
contract which went live in May 2012.
Administrative costs were £4.75m (2011: 
£4.09m).  This increase was largely due 
to investment primarily in the Managed 
Services Division. Approximately £0.2m 
of setup costs were expensed during the 
year in addition to the on-going operating 
costs and these are set out in note 4 to 
these accounts. Certain other costs were 
incurred relating to operations which 
have subsequently been restructured 
and these are also set out in note 4. The 
average number of employees increased 
to 184 (2011: 64) with the bulk of the 
increase relating to directly employed 
local staff within Managed Services 
whereas previously our local staff had 
typically been employed by local agents.
During the year, or shortly afterwards, 
certain non-core assets were disposed 
of or substantially restructured.  The 
disposal of IMS and RMS in March 2013 
has eliminated approximately £0.9m 
of annual ﬁ xed overheads, and the 
realignment of certain premise costs 
as well as the restructuring of our 
distribution arrangements in the Middle 
East (again detailed in note 4), has 
resulted in approximately £0.2m of costs 
being eliminated across the Technology 
and Managed Services divisions. 
The Group generated a reduced operating 
loss in the year of £1.21m (2011: 
£1.63m). When adjusted for the impact 
of the disposals in 2013, which made an 
operating loss of £0.37m (2011: £0.55m), 
and non-recurring items detailed in 
note 4, the underlying operating loss 
was £0.35m (2011: £0.10m) with the 
loss purely down to slippage in sales in 
the Technology division. Financing costs 
were £0.50m (2011: £0.40m) and of 
this £0.2m (2011: £0.1m) related to the 
escalating consultancy charge attached 
to the £1.0m loan note from Synergy 
Capital which is in addition to its 10% 
coupon. The situation regarding Synergy 
Capital is further discussed below. A fair 
value credit of £0.06m (2011: £0.04m) 
relates to the valuation of the embedded 
derivative on the conversion option within 
the convertible unsecured loan note 
issued in July 2012.  The “cash cost” of 
interest payments based on 8% coupon on 
a principal sum of £1.38m would generate 
an annualised cash payment of £0.11m.  
The credit to taxation expense of £0.05m 
(2011: charge £0.73m) from write off 
of previously capitalised deferred tax 
asset) related to the revaluation of 
certain deferred tax liabilities. As the 
Group was loss making during the year 
no corporation tax is payable and the 
Group carried forward tax losses (subject 
to HMRC agreement) of £6.6m (2011: 
£5.0m). The 2011 charge of £0.7m arose 
from the reversal of a previously held 
deferred tax asset.
The overall loss after tax was 
therefore reduced by 40.8% to £1.60m 
(2011:£2.71m).
Statement of Financial Position
The Group’s tangible ﬁ xed assets 
increased to £1.49m (2011: £1.03m) with 
the increase arising from investment 
within the Managed Services Division.  
A principal asset is the freehold on 
the Group’s 4.5 acre site near Banbury 
which was recorded at £0.9m in both 
years. Cash balances were £0.22m 
(2011: £0.41m) and the debtor book net 
of provisions stood at £1.42m (2011: 
£1.22m).  Closing debtors represented an 
average of 54 days of sales (2011: 49). 
Debtor days within Managed Services 
were approximately 35 days compared to 
invoicing terms of 30 days, reﬂ ecting the 
nature of the effectiveness of our credit 
sanction for non-payment.
Trade payables were £2.23m (2011: 
£2.07m) as the Group took advantage 
“Our quote bank has increased by 123% to £783m which 
demonstrates the substantial interest now being shown in our 
services and particular our Managed Services Division”
Ian Selby
Chief Financial Ofﬁ cer Westminster Group plc  I  Annual Report & Accounts 2012
  13
warranties and will update in due course.
Cash Flow Statement
Cash outﬂ ow during the period increased 
as the Group invested in a new airport 
contract in Africa.  Certain parts of the 
organisation were loss making and thus 
increased the cash outﬂ ow.  However 
since the year end there has been 
substantial restructuring and disposal of 
non-core assets.
Loss Per Share
The Group recorded a much reduced loss 
per share of 5.1p (2011: 10.2p). As the 
Group was loss making no adjustment 
is made for the impact of options and 
warrants. Of this loss 1.1p arose from 
discontinued items (2011:2.2p)
Key Performance Indicators
Our order intake increased by £0.5m 
compared to 2012. During the year we 
announced a new airport long term 
contract with a potential sales value of 
up to $300m over its full 15 term (as ever, 
subject to a break clause at 8 years)  For 
purposes of this metric we are including 
it at notional 5% of the potential value of 
the contract.
Our quote bank has increased by 123% 
to £783m which demonstrates the 
substantial interest now being shown in 
our services and particular our Managed 
Services Division
Ian Selby
Chief Financial Ofﬁ cer
27 May 2013
of certain extended payment terms 
with suppliers. At the end of the year 
performance bonds were in place of 
£0.17m (2011: £0.17m).
During the year the Group issued £1.38m 
of new 8% convertible unsecured loan 
stock to a group of strategic investors 
which were drawn down in 2 tranches in 
July and September.  This instrument has 
a maturity date of 2017 and has an equity 
conversion price of 27.5p.  In April 2012, 
2,941,176 ordinary 10p shares were issued 
to a strategic investor at a subscription 
price of 17p raising approximately £0.5m. 
In February 2013, the Group issued 
4,916,667 new ordinary 10p shares at 
a placing price of 30p to strategic and 
institutional investors raising gross 
proceeds of £1.475m. In April 2013, the 
Group entered into an Equity Finance 
Facility whereby the Company could draw 
down equity ﬁ nance based on historic 
daily volumes.  This is purely at the 
Group’s discretion and the Group remains 
in total control over the price at which 
shares are issued. No drawdowns under 
this facility have been made to date.
The Loan with Synergy Capital 
(“Synergy”) continued to incur an 
escalating consultancy fee during the 
year following on from its variation 
in 2010. This generated an additional 
cost of £0.2m (2011: £0.1m) which is in 
addition to the coupon interest rate of 
10%.  Since the year end Synergy Capital 
Limited entered into liquidation by order 
of the Guernsey Courts. The Company is 
taking legal advice regarding the nature 
of the consultancy fees and is in dialogue 
with the Synergy’s liquidator. The Group 
continues to pursue the vendors of 
CTAC Limited (acquired in April 2010) 
for damages relating to breaches of 
BANKS I EMBASSIES I HOTELS I STADIUMS
2012 2011
Order Intake £15.2m £14.7m
Quote Bank* £783m £350m
Average number of sales 
enquires per month
355 345
*Includes potential 10 year revenue value of Managed Services 
sales pipeline (subject to certain assumptions regarding contract 
life, fees payable and average growth rates) Westminster Group plc  I  Annual Report & Accounts 2012
BOARD OF DIRECTORS 14
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 Ofﬁ ce 
and Management Auditor. From 1989 to 1990 he was Secretary of the Central Chancery of the Orders of 
Knighthood. He was Comptroller of the Lord Chamberlain’s Ofﬁ ce 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 Ofﬁ cer
Peter has over 40+ 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.
Ian Selby - Chief Financial Ofﬁ cer
Ian, aged 46, is a Chartered Accountant with signiﬁ cant board level experience of working with private 
and listed SME’s. He was previously the Group Finance Director of Zenith Hygiene Group plc where 
he was instrumental in executing a successful trade sale, and previously he was the CFO of Corero 
plc, a software company. He has extensive experience including M&A, fundraising, working capital 
improvements, debt renegotiation and operational ﬁ nancial management. Earlier in his career he held 
international ﬁ nance roles, including emerging markets in Halliburton Inc, Sybase Inc and Micro Focus 
plc. He qualiﬁ ed as a Chartered Accountant with Coopers and Lybrand Deloitte and holds a degree in 
Physics from the University of Birmingham.
Roger Worrall - Commercial Director
Roger has 40+ 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 Menvier (Electronic Engineers) Limited, a forerunner to the Menvier-Swain Group Plc, 
an international supplier of ﬁ re and safety systems, and was appointed a director in 1987. The Menvier-
Swain Group Plc grew to a global group of 18 companies. Roger was involved with the integration and the 
subsequent rationalisation of many of these companies.Roger remained with the Menvier-Swain Group 
until 1999, when he joined Westminster as a Director.
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. 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 Ofﬁ ce 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.
Sir Michael is member of the Council of Kings College, London University; and Trustee of the Chevening 
Estate.
Matt Wood - Non-Executive Director
Matt, aged 39, is an experienced non-executive director and has been providing consultancy services 
to the Group for some time. He will also become a member of the Group’s audit and remuneration 
committees. Matt qualiﬁ ed with a First Class honours degree in Economics in 1996 and qualiﬁ ed as a 
chartered accountant in 1999. He then joined the corporate ﬁ nance department of Beeson Gregory 
Limited (now Evolution Securities) where he advised growing companies on a wide variety of capital 
market transactions, corporate development and regulatory issues. In 2006, Matt set up CMS Corporate 
Consultants Ltd, a Plc corporate advisory ﬁ rm based in the City providing advisory services to small cap 
quoted companies, including Westminster. Westminster Group plc  I  Annual Report & Accounts 2012
DIRECTORS’ REPORT 15
The Directors present their annual report and the audited ﬁ nancial statements for the year ended 31 December 2012.
Principal activities
Westminster Group plc (the “Company”) and its subsidiaries (together the “Group”) design, supply and provide ongoing support for 
advanced technology security, safety, ﬁ re 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 100 agents located in 48 countries at 31 December 2012. 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 development, incorporating key performance indicators, is set out in the Chairman, Chief 
Executive Ofﬁ cers & Chief Financial Ofﬁ cers reports  on pages 6 to 13.
The Directors who held ofﬁ ce during the year were as follows
Executive Directors Non-Executive Directors
P D Fowler Lt Col Sir Malcolm Ross GCVO OBE
S P Fowler BEng(Hons) The Hon Sir Michael Pakenham KBE CMG
R W Worrall Matthew Wood BSC ACA
I R Selby BSc ACA
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 
and compliance risks. The Group also has large contracts, which create particular 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. 
The main implications for our business of these risks are:
• International expansion creates risks of doing business in countries and jurisdictions with differing cultures and laws to that of 
the UK. By working with agents who are local to each country, we seek to minimise those risks; 
• The solvency of suppliers/contractors is a potential risk. Although we try to ensure that alternative suppliers are available to us, 
this is not always possible. Under such circumstances great care is taken to ensure the stability of such suppliers and commercial 
terms are agreed to reduce the risk to the Group; 
• Large contracts, due to size, can constitute some risk. However we aim to reduce this risk by careful planning, project 
management and obtaining a broader spread of contracts;
• We experience start date risks with some of our larger contracts, as the clients cannot always be sure of when their budgets will 
be approved and, sometimes, we have to ﬁ t our schedule around that of a larger overall contract. We seek to limit such risks by 
avoiding committing ourselves to purchasing supplies until the start date has been ﬁ rmly agreed;
• Political risks are always an issue when dealing with Government clients. We endeavour to minimise such risks by having sound 
contracts and a good understanding of what is happening in the speciﬁ c country through the knowledge of our agents. 
• The Group’s cash ﬂ ows can be denominated in foreign currencies and therefore the Group is reviewing its policies around 
managing such risk such as introducing hedging. 
• The Group’s cash ﬂ ows have historically been exposed to large single contacts which can impact liquidity. The Group manages 
liquidity risk by tight cash ﬂ ow and expenditure management and has partially mitigated its customer credit risk by use of 
instruments such as conﬁ rmed letters of credit. The Group has in place a strategy to improve the visibility into its cash ﬂ ows by 
moving to recurring revenue contracts as demonstrated by the African airport contract announced in February 2012. Furthermore 
the Group has a qualiﬁ ed sales pipeline of similar opportunities, and whilst as ever the eventual outcome of such negotiations 
is inherently uncertain as to eventual outcome and timing, the Directors believe that this has the opportunity to further reduce 
liquidity risk. 
The Directors believe that the Group’s strategy of being an independent distributor, without dependence on any particular 
technology and offering a broad range of products and services to a dispersed client base over a wide geographical spread is a key 
strength and helps minimise operational risk. Westminster Group plc  I  Annual Report & Accounts 2012
DIRECTORS’ REPORT CONTINUED 16
Results and dividends
The Group’s results for the ﬁ nancial year are set out in the consolidated statement of comprehensive income.
The Directors do not recommend the payment of a dividend (£2011: £nil)
Directors’ interests in share capital and share options
Details of the Directors’ interests in share capital and share options are contained in the Remuneration Committee report.
Other signiﬁ cant interests in the Company
At 1 April 2013 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 No of shares Holding %
Hamed Al Jamal 4,000,000 10.66%
Easthorpe (IOM) Ltd 2,941,176 7.84%
Northcote (IOM) Ltd   2,389,602 6.37%
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 by the Group to trade creditors at 
the year end to total purchases during the year was 84 days (2011: 100 days).
Share price
During 2012 the Company’s share price ranged from 7.8p to 34p and the share price at 31 December 2012 was 28.9p (2011: 9.5p).
Directors’ and ofﬁ cers’ liability insurance
The Company, as permitted by sections 234 and 235 of the Companies Act 2006, maintains insurance cover on behalf of the Directors 
and Company secretary indemnifying them against certain liabilities which may be incurred by them in relation to the Company.
Post balance sheet events
Placing
On 26 February 2013 Westminster Group plc issued and allotted 4,916,667 new ordinary shares of 10p each at a price of 30p per 
share, to strategic and institutional investors raising gross proceeds of £1.475m.  On 19 April 2013 £100,000 of the 2017 unsecured 
convertible loan stock was converted into equity by the holder of that loan stock for  technical and custodial reasons. This resulted 
in the issue of 363,666 new ordinary shares of 10p each.
Equity Financing Facility
On 18 April 2013 the Group entered into a £5 million, three year Equity Financing Facility (“EFF”) with Darwin Strategic Limited 
(“Darwin”), a majority owned subsidiary of Henderson Global Investors’ Volantis Capital (“Henderson Volantis”). The use of this 
facility is purely at the Group’s discretion as is the associated minimum subscription price. 
Restructuring
At the end of March 2013 the Group restructured its subsidiary operations to now operate in two key internationally focussed 
divisions as follows:
• Managed Services Division- focusing on long term managed services contracts such as the management and running of complete 
security services and solutions in airports, ports and other such facilities and the provision of manned services, consultancy and 
training etc.
• Technology Division - focusing on providing advanced technology led security solutions encompassing a wide range of surveillance, 
detection, tracking and interception technologies; principally to governments and governmental agencies, non-governmental 
organisations (NGO’s) and blue chip commercial organisations worldwide.
Disposals
The Group’s two UK focussed subsidiaries RMS (CTAC) Integrated Systems Limited and International Monitoring Services are suppliers 
to UK domestic and commercial customers of alarm installation and alarm monitoring services respectively.  As such they are not 
synergistic with the increasing international focus of the Group as detailed above.  They were disposed of to a management buyout 
(“MBO”) led by Mr. Shires Crichton, Managing Director of both RMS and IMS.
The disposal took place on a cash and debt free basis for an initial consideration of £200,000 with the initial consideration being 
payable in instalments over the year following the Disposal. The proceeds of the disposal will be used for general working capital. In 
addition, the Company is entitled to further earn out payments based on the Targets achieving certain turnover milestones in each of 
the two years following the Disposal Westminster Group plc  I  Annual Report & Accounts 2012
 17
During the year to 31 December 2012, the Targets, in aggregate, contributed turnover of £1.55m and net operating losses of £0.37m 
to Group.
Longmoor
Longmoor Security Limited has become part of the Managed Services Division with effect from March 2013 as part of the Group 
realignment announced at that point and will no longer report separately. It vacated the leased premises which was costing £28,000 
per month on 30 April 2013 and has realigned its headcount base to reﬂ ect changing market conditions in its UK training business and 
now focusses on providing long term security contracts internationally. 
Going Concern
The accounts are prepared on a going concern basis.  In assessing whether the going concern assumption is appropriate, management 
have taken into account all relevant available information about the future.  As part of its assessment, management have taken into 
account the proﬁ t and cash forecasts, the continued support of the shareholders and Directors and management ability to affect 
costs and revenues.
Management regularly forecast proﬁ t, ﬁ nancial position and cash ﬂ ows for the Group.  A worst case budget for 2013 and 2014 has 
been prepared which only includes revenues from major contracts that have already been secured by 2013 and the predictable 
regular ﬂ ow of smaller contracts.  Based upon these projections the Group has adequate working capital for the 12 months following 
the date of signing these accounts.  For this reason they continue to adopt the going concern basis in preparing the ﬁ nancial 
statements.
Auditor
During the year, Grant Thornton UK LLP resigned as auditors and the Directors appointed Messrs Chantrey Vellacott DFK LLP as 
auditors, and in accordance with s489(4) of the Companies Act 2006 a resolution to reappoint Chantrey Vellacott DFK LLP as auditor 
will be proposed at the Annual General Meeting to beheld on 19 June 2013
In so far as each of the directors is aware
• There is no relevant audit information which the group’s auditor is unaware, and
• The directors have taken all steps that they ought to have taken to make themselves aware of any relevant audit information and 
to establish that the auditor is aware of that information.
The directors are responsible for the maintenance and integrity of the corporate and ﬁ nancial information included on the group’s 
website.  Legislation in the United Kingdom governing the preparation and dissemination of ﬁ nancial statements may differ from 
legislation in other jurisdictions.
On behalf of the Board
P D Fowler  I Selby
Director   Director
27 May 2013
Registered number 3967650   Westminster Group plc  I  Annual Report & Accounts 2012
REMUNERATION COMMITTEE REPORT 18
The information contained in this report is unaudited except where speciﬁ ed.
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
• Matthew Wood 
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 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 Group 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, beneﬁ ts 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 Group. 
• 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.
• Beneﬁ ts primarily comprise the provision of health insurance and participation in the group life assurance scheme
• All Executive Directors and executive management participate in the Group’s annual bonus scheme, which is based upon the 
assessment of individual performance, subject to the Group achieving proﬁ tability commensurate with its revenues and capital 
employed. 
Meetings
The Remuneration Committee met once during the year. 
Options
The Group considers it important to incentivise employees and Directors through share incentive arrangements. The Group 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. Options have been granted subsequently, as set out in note 25 as are the main terms of the option 
scheme. The Group believes that such schemes (as well as Long Term Incentive Plans) align executives with long term shareholder 
value. Westminster Group plc  I  Annual Report & Accounts 2012
 19
Non-Executive Directors’ remuneration
Non-Executive Directors’ remuneration is determined by the Board as a whole, each refraining from determining his own 
remuneration. 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 signiﬁ cant 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
Matthew Wood None 3 months 15,000
Matt Wood is a director of CMS Corporate Consultants Limited (“CMS”) which provides corporate advisory services to the Company.  
Since 1 January 2012, Mr Wood’s fees for acting as a non-executive director of the Company are £15,000 p.a., payable quarterly in 
arrears and CMS is retained on a monthly retainer for the provision of certain corporate services to the company at an annual rate of 
£25,000.
Executive and Non-Executive Directors’ remuneration 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 
2012 are as follows:
Audited
Basic salary 
/fee
Beneﬁ ts in 
kind
Group national 
insurance cost
Bonus
Share Based 
Payment cost
Total cost of 
employment
Total 2011
Executive Directors £’000 £’000 £’000 £’000 £’000 £’000 £’000
P .D. Fowler 150 1 19 - - 170 170
S.P . Fowler 77 1 10 6 - 94 85
R.W. Worrall 77 1 10 6 - 94 85
I R Selby 100 - 14 - - 114 57
Nick Mearing-Smith (left 30/6/11) - - - - - - 72
Total Executive Remuneration 404 3 53 12 - 472 469
Non-Executive Directors
Lt. Col. Sir M. Ross 35 3 4 - 1 43 43
Sir Michael Pakenham 24 - 3 - - 27 27
Matthew Wood 18 - - - - 18 1
Non-Executive Remuneration 77 3 7 - 1 88 71
Total Board Remuneration 481 6 60 12 1 560 540
Mr Wood is a director of CMS Corporate Consulting Limited which provided advisory services to the company during the year totalling 
£30,190.  Westminster Group plc  I  Annual Report & Accounts 2012
REMUNERATION COMMITTEE REPORT CONTINUED 20
The Executive and Non-Executive Directors who held ofﬁ ce 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:
Executive Directors and Non-Executive Directors Interest at end of year Interest at beginning of year 
Lt. Col. Sir M. Ross 120,884 120,884
P .D. Fowler 4,625,930 4,625,930
S.P . Fowler 541,618 541,618
R.W. Worrall 2,152,522 2,128,522
Sir Michael Pakenham 83,334 83,334
I.R. Selby 166,667 166,667
M Wood --
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:
Directors 1 Jan2012 Granted Exercised Forfeited
31 Dec 
2012
Exercise 
price
Market price at 
date of grant
Date from which
exercisable
Lt. Col. Sir M. 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
S.P . Fowler 15,000 - - - 15,000 34.5p 34.5p 25 Sep 11
R.W. Worrall 24,000 - (24,000) - - 10.0p 5.7p 5 Apr 09
R.W. Worrall 5,000 - - - 5,000 34.5p 34.5p 25 Sep 11
Sir Michael Pakenham 15,000--- 15,000 52.5p 52.5p 21 Apr 10
Sir Michael Pakenham 2,000 - - - 2,000 34.5p 34.5p 25 Sep 11
Mr Worrall made a gain of £3,600 on the date of exercise of the options on 24 July 2012. 
The market price of the shares at 31 December 2012 was 28.8 and the range during the year was 7.8p to 36p. 
On behalf of the Board
Lt. Col. Sir Malcolm Ross
Chairman of the Remuneration Committee
27 May 2013 Westminster Group plc  I  Annual Report & Accounts 2012
CORPORATE GOVERNANCE REPORT 21
The Directors are committed to delivering high standards of corporate governance to the Group’s shareholders and other 
stakeholders including employees, suppliers and the wider community. As an AIM-listed company, full compliance with the UK 
Corporate Governance Code 2010 (“the 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 speciﬁ c 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 signiﬁ cant contracts. The Non-
Executive Directors have a particular responsibility to challenge constructively the strategy proposed by the 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. 
The chairman is responsible for leadership of the board and ensuring its effectiveness on all aspects of its role. The chairman sets 
the board’s agenda and ensures that adequate time is available for discussion of all agenda items, in particular strategic issues. 
The chairman promotes a culture of openness and debate by facilitating the effective contribution of non-executive directors in 
particular and ensuring constructive relations between executive and non-executive directors. The chairman is also responsible for 
ensuring that the directors receive accurate, timely and clear information. The chairman ensures effective communication with 
shareholders.
All directors are able to allocate sufﬁ cient time to the Group to discharge their duties. There is a formal, rigorous and transparent 
procedure for the appointment of new directors to the board. The search for board candidates is conducted, and appointments 
made, on merit, against objective criteria and with due regard for the beneﬁ ts of diversity on the board.
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 
culture across the Group. There are clearly deﬁ ned 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 deﬁ ned lines of responsibility and delegation of authority;
• Appointment of staff of the necessary calibre to fulﬁ l 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 signiﬁ cant ﬁ nancial control matters as 
appropriate.  
There is currently no internal audit function in view of the size of the Group, although this is kept under annual review. Westminster Group plc  I  Annual Report & Accounts 2012
CORPORATE GOVERNANCE REPORT CONTINUED 22
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, ﬁ nancial, organisational and compliance issues. The Board has identiﬁ ed a number of key areas which are 
subject to regular reporting to the Board. The policies include deﬁ ned procedures for seeking and obtaining approval for major 
transactions and organisational changes.
Risk reviews are carried out by each subsidiary and reviewed annually as part of an on-going risk assessment process. The focus of 
the reviews is 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 
efﬁ ciently.
Corporate responsibility
The Board is very aware of the importance of its corporate responsibilities, particularly in terms of ensuring that high standards of 
behaviour are maintained wherever the Group is operating. The following principles and processes have been established for that 
purpose:
• Only supply goods and services that improve people’s safety and security – no offensive activities;
• ISO 9001:2008 certiﬁ ed;
• ISO 14001:2004 environmental management system certiﬁ cation;
• Members of ADS Aerospace, Defence & Security Association; 
• Operate a strict ethical policy with both staff and agents within the principles of CIS (Common Industry Standard) produced by 
the Aerospace and Defence Organisation of Europe; 
• Comply with UK and International Export Controls criteria – key staff have attended required courses; 
• Providing valuable employment and investment opportunities in third world areas; 
• Promoting environmental solutions – e.g. solar street lighting, oil leak detection etc;
• Providing speakers at conferences & seminars, referenced by press & media; 
• Supporting and assisting local and international charities; and
• The Group maintains a stringent anti-bribery policy and complies with both UK and local statutes
Financial planning, budgeting and monitoring
The Group operates a planning and budgeting system with an annual budget approved by the Board. There is a ﬁ nancial 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 ﬂ ow forecasts form part of the reporting system. The Group remains alert to react to other business opportunities 
as they arise. Westminster Group plc  I  Annual Report & Accounts 2012
 23
Capital management policies and procedures
The Group’s capital management objectives are:
• To ensure the Group’s ability to continue as a going concern; and
• To provide an adequate return to shareholders.
The Group monitors capital on the basis of the carrying amount of equity plus its convertible loan, less cash and cash equivalents as 
presented on the face of the statement of ﬁ nancial position.
The Group sets the amount of capital in proportion to its overall ﬁ nancing structure, i.e. equity and ﬁ nancial liabilities other than 
its convertible loan. The Group manages the capital structure and makes adjustments to it in the light of changes in economic 
conditions and the risk characteristics of the underlying assets. In order to maintain or adjust the capital structure, the Group may 
adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares, or sell assets to reduce debt.
There is no requirement for the Group to maintain a strong capital base for each of its UK subsidiaries and therefore each subsidiary 
is ﬁ nanced 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.
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 Group. Sir Malcolm and Sir Michael 
both hold shares in the Company and both he and Sir Michael have been awarded share options in the Company. These interests in 
the share capital of the Company are not considered to be likely to affect their judgement as Directors of the Group. Matt Wood does 
not hold either shares or options in the organisation. Westminster Group plc  I  Annual Report & Accounts 2012
STATEMENT OF DIRECTORS’ RESPONSIBILITIES 24
Directors’ responsibilities statement
The Directors are responsible for preparing the annual report and the ﬁ nancial statements in accordance with applicable law and 
regulations.
Company law requires the Directors to prepare Group and parent Company ﬁ nancial statements for each ﬁ nancial year. Under that 
law the Directors have prepared the ﬁ nancial statements in accordance with International Financial Reporting Standards as adopted 
by the European Union (IFRS).  Under company law the Directors must not approve the ﬁ nancial statements unless they are satisﬁ ed 
that they give a true and fair view of the state of affairs and proﬁ t or loss of the Company and Group for that period.  In preparing 
these ﬁ nancial statements, the directors are required to
• Select suitable accounting policies and then apply the consistently
• Make judgements and accounting  estimates that are reasonable and prudent
• State whether applicable IFRS have been followed, subject to any material departures disclosed and explained in the ﬁ nancial 
statements
• Prepare the ﬁ nancial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in 
business.
The Directors are responsible for keeping adequate accounting records that are sufﬁ cient to show and explain the Group’s 
transactions and disclose with reasonable accuracy at any time the ﬁ nancial position of the Company and the Group and enable them 
to ensure that the ﬁ nancial statements comply with the Companies Act 2006.  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.
On behalf of the Board
P D Fowler  I Selby
Director   Director
27 May 2013 Westminster Group plc  I  Annual Report & Accounts 2012
INDEPENDENT AUDITOR’S REPORT TO THE
MEMBERS OF WESTMINSTER GROUP PLC 25
We have audited the ﬁ nancial statements of Westminster Group plc for the year ended 31 December 2012 which comprise the 
consolidated statement of comprehensive income, the consolidated and company statements of ﬁ nancial position, the consolidated 
statement of changes in equity, the company statement of changes in equity, the consolidated and company statement of cash 
ﬂ ow and the related notes.  The ﬁ nancial reporting framework that has been applied in their preparation is applicable law and 
International Financial Reporting Standards (IFRS) as adopted by the European Union and as regards the parent company ﬁ nancial 
statements, as applied in accordance with the provisions of the Companies Act 2006.
This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 
2006.  Our audit work has been undertaken so that we might state to the Company’s members those matters we are required to 
state to them in an 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 auditor
As explained more fully in the Directors’ responsibilities statement as set out on page 24, the directors are responsible for the 
preparation of the ﬁ nancial statements and for being satisﬁ ed that they give a true and fair view. Our responsibility is to audit and 
express an opinion on the ﬁ nancial statements in accordance with applicable law and International Standards on Auditing (UK and 
Ireland).  Those standards require us to comply with the Auditing Practices Board’s Ethical Standards for Auditors.
Scope of the audit of the ﬁ nancial statements
An audit involves obtaining evidence about the amounts and disclosures in the ﬁ nancial statements sufﬁ cient to give reasonable 
assurance that the ﬁ nancial statements are free from material misstatement, whether caused by fraud or error. This includes an 
assessment of: whether the accounting policies are appropriate to the Group’s circumstances and have been consistently applied and 
adequately disclosed; the reasonableness of signiﬁ cant accounting estimates made by the directors; and the overall presentation of 
the ﬁ nancial statements.  In addition, we read all the ﬁ nancial and non-ﬁ nancial information in the Annual Report and accounts to 
identify material inconsistencies with the audited ﬁ nancial statements. If we become aware of any apparent material misstatements 
or inconsistencies we consider the implications for our report. 
A description of the scope of an audit of ﬁ nancial statements is provided on the APB’s website at:
www.frc.org.uk/apb/scope/private.cfm.
Opinion on ﬁ nancial statements
In our opinion
• The ﬁ nancial statements give a true and fair view of the state of the Group’s and of the parent Company’s affairs as at 31 
December 2012 and of the Group’s loss for the year then ended,
• The Group ﬁ nancial statements have been properly prepared in accordance with IFRS as adopted by the European Union,
• The parent Company ﬁ nancial statements have been properly prepared in accordance with IFRS as adopted by the European 
Union and as applied in accordance with the provisions of the Companies Act 2006, and
• The ﬁ nancial statements have been prepared in accordance with the requirements of the Companies Act 2006.
Opinion on other matters prescribed by the Companies Act 2006
In our opinion the information given in the Directors report for the ﬁ nancial year for which the ﬁ nancial statements are prepared is 
consistent with the ﬁ nancial statements.
Matters on which we are required to report by exception
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to your if, in our 
opinion
• Adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been 
received from branches not visited by us, or
• The Company ﬁ nancial statements are not in agreement with the accounting records and returns, or
• Certain disclosures of Directors’ remuneration speciﬁ ed by law are not made, or
• We have not received all the information and explanations we require for our audit
Paul Fenner
Senior Statutory Auditor
For and on behalf of Chantrey Vellacott DFK LLP
Statutory Auditor , Chartered Accountants
Birmingham
27 May 2013 Westminster Group plc  I  Annual Report & Accounts 2012
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2012 26
Note
2012 
£’000
2011 
£’000
Revenue – Continuing operations 7,910 8,753
Revenue - Discontinued operations 1,552 1,312
REVENUE 3 9,462 10,065
Cost of sales (5,925) (7,606)
Gross proﬁ t – Continuing operations 2,949 2,076
Gross proﬁ t - Discontinued operations 588 383
GROSS PROFIT 3,537 2,459
Administrative expenses (4,748) (4,087)
LOSS FROM OPERATIONS (1,211) (1,628)
Operating loss before exceptional items from continuing operations (350) (94)
Operating loss from discontinued operations 10 (365) (546)
Operating exceptional items 4 (496) (988)
LOSS FROM OPERATIONS (1,211) (1,628)
Finance costs 5 (497) (400)
Fair value movement 5 58 44
LOSS BEFORE TAXATION (1,650) (1,984)
Taxation 7 46 (727)
LOSS FOR THE YEAR FROM CONTINUING OPERATIONS (1,239) (2,165)
LOSS FOR THE YEAR FROM DISCONTINUED OPERATIONS 10 (365) (546)
LOSS FOR THE YEAR ATTRIBUTABLE TO EQUITY SHAREHOLDERS (1,604) (2,711)
TOTAL COMPREHENSIVE INCOME FOR THE YEAR ATTRIBUTABLE TO EQUITY SHAREHOLDERS (1,604) (2,711)
LOSS PER SHARE CONTINUING OPERATIONS 9 4.0 8.1
LOSS PER SHARE DISCONTINUED OPERATIONS 9 1.1 2.1
LOSS PER SHARE 9 5.1p 10.2p
The accompanying notes form part of these ﬁ nancial statements. Westminster Group plc  I  Annual Report & Accounts 2012
CONSOLIDATED AND COMPANY STATEMENTS OF FINANCIAL POSITION 
FOR THE YEAR ENDED 31 DECEMBER 2012 27
Group Company
2012 2011 2012 2011
Note £’000 £’000 £’000 £’000
Goodwill 11 397 397 - -
Other intangible assets 12 28 245 8 18
Property, plant and equipment 13 1,487 1,028 930 932
Investment in subsidiaries 15 - - 4,745 3,605
TOTAL NON-CURRENT ASSETS 1,912 1,670 5,683 4,555
Inventories 19 77 112 - -
Corporation tax recoverable - 50 - -
Trade and other receivables 20 1,421 1,222 106 102
Cash and cash equivalents 22 221 414 - -
TOTAL CURRENT ASSETS 1,719 1,798 106 102
Assets held for sale - Discontinued operations 10 172 - - -
TOTAL ASSETS 3,803 3,468 5,789 4,657
Share capital 23 3,257 2,963 3,257 2,963
Share premium 3,654 3,449 3,654 3,449
Merger relief reserve 299 299 299 299
Share based payment reserve 56 33 56 33
Revaluation reserve 134 134 134 134
Retained earnings (8,325) (6,721) (4,933) (3,944)
TOTAL SHAREHOLDERS’ EQUITY (925) 157 2,467 2,934
Trade and other payables 26 50 99 50 81
Borrowings 25 2,147 963 2,147 963
Embedded derivative 17 295 4 295 4
Deferred tax liabilities 18 53 99 53 99
TOTAL NON-CURRENT LIABILITIES 2,545 1,165 2,545 1,147
Borrowings 25 - 81 146 202
Trade and other payables 26 2,183 2,065 631 374
TOTAL CURRENT LIABILITIES 2,183 2,146 777 576
TOTAL LIABILITIES 4,728 3,411 3,322 1,723
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY 3,803 3,468 5,789 4,657
The accompanying notes form part of these ﬁ nancial statements. The Group and Company ﬁ nancial statements were approved by the 
Board and authorised for issue on 27 May 2013 and signed on their behalf by
P D Fowler   I Selby
Director    Director                                                         
Registered number 3967650 Westminster Group plc  I  Annual Report & Accounts 2012
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2012 28
Share 
capital
Share 
premium
Merger 
relief 
reserve
Share based 
payment 
reserve
Revaluation 
reserve
Retained 
earnings
Total
£’000 £’000 £’000 £’000 £’000 £’000 £’000
AS OF 1 JANUARY 2012 2,963 3,449 299 33 134 (6,721) 157
Share based payments - - - 23 - - 23
Issue of shares 294 205 - - - - 499
 
TRANSACTIONS WITH OWNERS 294 205 299 33 - - 522
Total comprehensive income for the year - - - - - (1,604) (1,604)
AS AT 31 DECEMBER 2012 3,257 3,654 299 56 134 (8,325) (925)
AS OF 1 JANUARY 2011 2,425 3,369 299 27 134 (4,010) 2,244
Share based payments - - - 8 - - 8
Deferred tax adjustments - - - (2) - - (2)
Issue of shares 538 108 - - - - 646
Cost of other share issues - (28) - - - - (28)
TRANSACTIONS WITH OWNERS 538 80 - 6 - - 624
Total comprehensive income for the year - - - - - (2,711) (2,711)
AS AT 31 DECEMBER 2011 2,963 3,449 299 33 134 (6,721) 157 Westminster Group plc  I  Annual Report & Accounts 2012
 29
Share 
capital
Share 
premium
Merger 
relief 
reserve
Share based 
payment 
reserve
Revaluation 
reserve
Retained 
earnings
Total
£’000 £’000 £’000 £’000 £’000 £’000 £’000
AS OF 1 JANUARY 2012 2,963 3,449 299 33 134 (3,944) 2,934
Share based payments - - - 23 - - 23
Issue of shares 294 205 - - - - 499
TRANSACTIONS WITH OWNERS 294 205 - 23 - (3,944) 522
Total comprehensive income for the year - - - - - (989) (989)
AS AT 31 DECEMBER 2012 3,257 3,654 299 56 134 (4,933) 2,467
AS OF 1 JANUARY 2011 2,425 3,369 299 27 134 (1,861) 4,393
Share based payments - - - 8 - - 8
Deferred tax adjustments - - - (2) - - (2)
Issue of shares 538 108 - - - - 646
Cost of share issue - (28) - - - - (28)
TRANSACTIONS WITH OWNERS 538 80 - 6 - - 624
Total comprehensive income for the year - - - - - (2,083) (2,083)
AS AT 31 DECEMBER 2011 2,963 3,449 299 33 134 (3,944) (2,934)
COMPANY STATEMENT OF CHANGES IN EQUITY
AS AT 31 DECEMBER 2012 29 Westminster Group plc  I  Annual Report & Accounts 2012
  30
Group Company
2012 2011 2012 2011
Note £’000 £’000 £’000 £’000
LOSS BEFORE TAXATION (1,650) (1,984) (1,035) (2,082)
Adjustments 27 706 606 1,405 2,480
Net changes in working capital 27 4 1,184 303 34
NET CASH (USED IN)/FROM OPERATING ACTIVITIES (940) (194) 673 432
INVESTING ACTIVITIES
Purchase of property, plant and equipment (633) (28) (22) (16)
Purchase of intangible assets (12)---
Advances to subsidiaries - - (2,068) (1,059)
NET CASH USED IN INVESTING ACTIVITIES (645) (28) (2,090) (1,075)
FINANCING ACTIVITIES
Gross proceeds from the issue of ordinary shares 499 646 499 646
Costs of share issues - (28) - (28)
Proceeds on issue of convertible loan notes 1,380 150 1,380 150
Repayments of short term borrowings (150) (110) (150) (110)
Interest paid (337) (283) (337) (265)
NET CASH FROM FINANCING ACTIVITIES 1,392 375 1,392 393
Net change in cash and cash equivalents (193) 153 (25) (250)
CASH AND EQUIVALENTS AT BEGINNING OF YEAR 414 261 (121) 129
CASH AND EQUIVALENTS AT END OF YEAR 22 221 414 (146) (121)
The accompanying notes form part of these ﬁ nancial statements.
CONSOLIDATED AND COMPANY CASH FLOW STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2012 30 Westminster Group plc  I  Annual Report & Accounts 2012
  31
1. General information and nature of operations
Westminster Group plc (“the Company”) was incorporated on 7 April 2000 and is domiciled and incorporated in the United 
Kingdom and quoted on AIM.  The Group’s ﬁ nancial statements for the year ended 31 December 2012 consolidate the individual 
ﬁ nancial statements of the Company and its subsidiaries (together referred to as “the Group”). Westminster Group plc and 
its subsidiaries design, supply and provide on-going advanced technology solutions and services to governmental and non-
governmental organisations on a global basis
2. Summary of signiﬁ cant accounting policies
Basis of preparation
The Group ﬁ nancial statements have been prepared and approved by the Directors in accordance with International Financial 
Reporting Standards (“IFRS”) as adopted by the European Union.  The Company has elected to prepare its parent company 
ﬁ nancial statements in accordance with IFRS as adopted by the European Union.
The ﬁ nancial 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.
As permitted by the Companies Act 2006 s408, a separate proﬁ t and loss account for the Company has not been included in 
these ﬁ nancial statements.  The loss presented in the ﬁ nancial statements of the Company is £989,000 (2011 £2,083,000).
Basis of measurement
The ﬁ nancial 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 ﬁ nancial statements comprise the ﬁ nancial statements of Westminster Group plc and its subsidiaries for the 
year ended 31 December 2012.
(ii) Subsidiaries
Subsidiaries are entities controlled by the Company.  Control exists when the Company has the power, directly or indirectly, to 
govern the ﬁ nancial and operating policies of an entity so as to obtain beneﬁ ts 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 adjusted 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 consolidated ﬁ nancial statements.
(iv) Company ﬁ nancial statements
Investments in subsidiaries are carried at cost less provision for any impairment.  Dividend income is recognised when the right 
to receive payment is established.
Business combinations
For business combinations occurring since 1 January 2010, the requirements of IFRS 3R have been applied (see above).  The 
consideration transferred by the Group to obtain control of a subsidiary is calculated as the sum of the acquisition date fair 
values of assets transferred, liabilities incurred and the equity interests issued by the Group, which includes the fair value of 
any asset or liability arising from a contingent consideration arrangement.  Acquisition costs are expensed as incurred.
The Group recognises identiﬁ able assets acquired and liabilities assumed in a business combination regardless of whether they 
have been previously recognised in the acquiree’s ﬁ nancial statements prior to the acquisition.  Assets acquired and liabilities 
assumed are generally measured at their acquisition date fair values.
Goodwill is stated after separate recognition of identiﬁ able intangible assets.  It is calculated as the excess of the sum of a) fair 
value of consideration transferred, b) the recognised amount of any non-controlling interest in the acquiree and c) acquisition 
date fair value of any existing equity interest in the acquiree, over the acquisition date fair value of identiﬁ able net assets.  If 
the fair values of identiﬁ able net assets exceed the sum calculated above, the excess amount (i.e. gain on a bargain purchase) is 
recognised in proﬁ t or loss immediately.
NOTES TO THE FINANCIAL STATEMENTS 31 Westminster Group plc  I  Annual Report & Accounts 2012
NOTES TO THE FINANCIAL STATEMENTS CONTINUED 32
Foreign currency
Transactions in foreign currencies are translated at the foreign exchange rate ruling at the date of the transaction (spot 
exchange rate).  Foreign exchange gains and losses resulting from the settlement of such transactions and from the re-
measurement of monetary items at year-end exchange rates are recognised in proﬁ t or loss.  Non-monetary items measured at 
historical cost are translated using the exchange rates at the date of the transaction and not subsequently retranslated.
Foreign exchange gains and losses are recognised in arriving at proﬁ t before interest and tax (see Note 6).
Segmental reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief decision-maker.  The 
chief decision-maker has been identiﬁ ed as the Executive Board, at which level strategic decisions are made.
An operating segment is a component of the Group
That engages in business activities from which it may earn revenues and incur expenses,
Whose operating results are regularly reviewed by the entity’s chief operating decisions maker to make decisions about 
resources to be allocated to the segment and assess its performance, and
For which discrete ﬁ nancial information is available.
Revenue
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 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 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.  This is assessed by reference to the estimated project costs incurred 
to date compared to the total estimated project costs.  Revenue is calculated to reﬂ ect the substance of the contract, and 
is reviewed on a contract-by-contract basis, with revenues and costs at each divisible stage reﬂ ecting known inequalities of 
proﬁ tability. Where a contract is loss making, the full loss is recognised immediately. Managed Services income is recognised on 
the basis of the volume of passengers and freight embarking.
(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.
(iv) Close protection services
Revenues in respect of close protection services are recognised when the service is provided to the client.
(v) Training courses
Revenues in respect of training courses are recognised when the trainees attend the courses.
Operating expenses
Operating expenses are recognised in proﬁ t or loss upon utilisation of the service or at the date of their origin.  Expenditure for 
warranties is recognised and charged against the associated provision when the related revenue is recognised. Certain items 
have been disclosed as operating exceptionals due to their size and their separate disclosure should enable better understanding 
of the ﬁ nancial dynamics
Interest income and expenses
Interest income and expenses are reported on an accrual basis using the effective interest method.
Goodwill
Goodwill represents the excess of the acquisition cost in a business combination over the fair value of the Group’s share of the 
identiﬁ able net assets acquired.  Goodwill is carried at cost less accumulated impairment losses. Westminster Group plc  I  Annual Report & Accounts 2012
 33
Other intangible assets
Acquired intangibles that are as a result of a business combination are recorded at fair value and, are amortised on a straight 
line over the expected useful lives.
Other intangible assets comprise website costs and licences.  Website costs are capitalised and amortised on a straight line basis 
over 5 years, the expected economic life of the asset.  Licences comprise the fair value of the Alarm Receiving Centre which has 
been acquired with the NACOSS gold approval licensed by the national security inspectorate as part of CTAC.  This asset is being 
amortised over a period of 8 years.  This asset was treated as an asset held for sale at 31 December 2012 as it was disposed of 
along with IMS Limited and RMS (CTAC) Limited in March 2013
Property, plant and equipment
Land and buildings held for use in are held at their revalued amounts, being the fair value on the date of revaluation, less any 
subsequent accumulated depreciation.  Revaluations are performed with sufﬁ cient 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 recognised in other comprehensive income, 
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 proﬁ t or loss 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 the statement of comprehensive income.
Plant and equipment, ofﬁ ce equipment, ﬁ xtures and ﬁ ttings and motor vehicles 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 to their residual value over their estimated useful lives, 
using the straight-line method, at the following rates.
Rate
Freehold buildings 2%
Plant and equipment 20% to 25%
Ofﬁ ce equipment, ﬁ xtures & ﬁ ttings 20% to 33%
Motor vehicles 20%
Leases
Leases are classiﬁ ed as ﬁ nance leases whenever the terms of the lease transfer substantially all the risks and rewards of 
ownership to the lessee.  All other leases are classiﬁ ed as operating leases.
Assets held under ﬁ nance 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 ﬁ nance lease obligation. Lease payments are apportioned between ﬁ nance 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.
Rentals payable under operating leases are charged to income on a straight-line basis over the term of the relevant lease.
Impairment on non-ﬁ nancial assets
At each reporting 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. Westminster Group plc  I  Annual Report & Accounts 2012
NOTES TO THE FINANCIAL STATEMENTS CONTINUED 34
Financial instruments
Financial assets
The Group’s ﬁ nancial assets include cash and cash equivalents and loans and other receivables.  All ﬁ nancial assets are 
recognised when the Group becomes party to the contractual provisions of the instrument.  All ﬁ nancial assets are initially 
recognised at fair value, plus transactions costs.  They are subsequently measured at amortised cost using the effective interest 
method, less any impairment losses.  Any changes in value are recognised in the Statement of Comprehensive Income.  Interest 
and other cash ﬂ ows resulting from holding ﬁ nancial assets are recognised in the Statement of Comprehensive Income when 
received, regardless of how the related carrying amount of ﬁ nancial assets is measured.
Loans and other receivables are provided against when objective evidence is received that the Group will not be able to collect 
all amounts due to it in accordance with the original terms of the receivables.  The amount of the write-down is determined as 
the difference between the asset’s carrying amount and the present value of estimated future cash ﬂ ows.
Cash and cash equivalents comprise cash at bank and deposits and bank overdrafts.  Bank overdrafts are shown within 
borrowings in current liabilities.
Financial liabilities
The Group’s ﬁ nancial liabilities comprise trade and other payables and borrowings.  All ﬁ nancial liabilities are recognised 
initially at their fair value and subsequently measured at amortised cost using the effective interest method.  Financial 
liabilities are derecognised when they are extinguished, discharged, cancelled or expire.
The convertible loan option leads to a potentially variable number of shares, therefore it has been accounted for as a host debt 
with an embedded derivative.  The embedded derivative is accounted for at fair value through proﬁ t and loss at each reporting 
date.
Financial liabilities and equity instruments issued by the Group are classiﬁ ed according to the substance of the contractual 
arrangements entered into and the deﬁ nitions of a ﬁ nancial liability and an equity instrument.  An equity instrument is any 
contract that evidences a residual interest it the assets of the Group after deducting all of its liabilities.  The accounting policies 
adopted in respect of ﬁ nancial liabilities are set out below.
Other ﬁ nancial liabilities
Other ﬁ nancial liabilities include other payables and bank loans and are recognised initially at fair value and subsequently 
measured at amortised cost, using the effective interest method.
Financial liabilities are recognised when the Group becomes a party to the contractual agreements of the instrument.  All 
interest related charges are recognised as an expense in “ﬁ nance cost” in the Statement of Comprehensive Income. Trade and 
other payables are recognised initially at their fair value and subsequently measured at amortised cost using the effective 
interest method.
Derivative ﬁ nancial instruments and hedging
Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-
measured at their fair value at each balance sheet date, with movements to the Statement of Comprehensive Income.  The 
Group has not used forward foreign currency contracts during the year. 
Inventories
Inventories are stated at the lower of cost and net realisable value.  Costs of ordinarily interchangeable items are assigned 
using the ﬁ rst in, ﬁ rst out cost formula.  Costs principally comprise of materials and bringing them to their present location.  
Net realisable value represents the estimated selling price less all estimated costs to completion and costs to be incurred in 
marketing, selling and distribution.
Taxation
The tax expenses represent the sum of the tax currently payable and deferred tax.  Current and deferred tax are recognised as 
an expense or income in proﬁ t or loss, 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 proﬁ t for the year.  Taxable proﬁ t differs from net proﬁ t as reported in the 
Statement of Comprehensive Income 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. Westminster Group plc  I  Annual Report & Accounts 2012
 35
Deferred tax is the tax expected to be payable or recoverable on material differences between the carrying amount of assets 
and liabilities in the ﬁ nancial statements and the corresponding tax bases used in the computation of taxable proﬁ t, 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 proﬁ ts 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 proﬁ t not the accounting proﬁ t.
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 offset against cash balances and a net 
cash balance is presented.
Equity, reserves and dividend payments
Share capital represents the nominal value of shares that have been issued.
Share premium includes any premiums received on issue of share capital.  Any transaction costs associated with the issuing of 
shares are deducted from share premium, net of any related income tax beneﬁ ts.
Merger relief reserve includes any premiums on issue of share capital as part or all of the consideration in a business 
combination.
The share based payment reserve represents equity-settled share-based employee remuneration until such share options are 
exercised or lapse.
The revaluation reserve within equity comprises gains and losses due to the revaluation of property, plant and equipment.
Retained earnings include all current and prior period retained proﬁ ts and losses.
Dividend distributions payable to equity shareholders are included in liabilities when the dividends have been approved in a 
general meeting prior to the reporting date.
Deﬁ ned contribution pension scheme
The Group operates a deﬁ ned contribution pension scheme for employees.  However, no contributions have yet been made to 
the scheme.  If contributions were made, then the assets of the scheme would be held separately from those of the Group, 
the pension cost would be charged against proﬁ ts to represent the amounts payable by the Group and would be expensed as it 
becomes payable.
Shared-based compensation (Employee Based Beneﬁ ts)
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 reﬂ ects these conditions and are not subsequently revisited.
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 vest.  At each balance sheet date, the number of options that 
are expected to vest is estimated.  The impact of any revision of original estimates, if any, is recognised in proﬁ t or loss, 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. 
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 outﬂ ow of economic beneﬁ ts that can be reliably estimated.
SIGNIFICANT MANAGEMENT JUDGEMENTS IN APPLYING ACCOUNTING POLICIES
The following are signiﬁ cant management judgements in applying the accounting policies of the Group that have the most 
signiﬁ cant effect on the ﬁ nancial statements. Westminster Group plc  I  Annual Report & Accounts 2012
NOTES TO THE FINANCIAL STATEMENTS CONTINUED 36
Revenue recognition
Recognition of income is considered appropriate when all signiﬁ cant 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.  In this process management make signiﬁ cant judgements about milestones, actual work performed and the estimated 
costs to complete the work.  Revenue is calculated to reﬂ ect the substance of the contract, and it reviewed on a contract-by-
contract basis, with revenues and costs at each divisible stage reﬂ ecting known inequalities of proﬁ tability.
Estimation uncertainty
When preparing the ﬁ nancial statements management undertakes a number of judgements, estimates and assumptions about 
recognition and measurement of assets, liabilities, income and expenses. The actual results are likely to differ from the 
judgements, estimates and assumptions made by management, and will seldom equal the estimated results.  Information 
about the signiﬁ cant judgements, estimates and assumptions that have the most signiﬁ cant effect on the recognition and 
measurement of assets, liabilities, income and expenses are discussed below.
Impairment
An impairment loss is recognised for the amount by which as asset’s or cash generating unit’s carrying amount exceeds its 
recoverable amount.  To determine the recoverable amount, management estimates expected future cash ﬂ ows from each asset 
or cash-generating unit and determines a suitable discount rate in order to calculate the present value of those cash ﬂ ows.  
In the process of measuring expected future cash ﬂ ows management makes assumptions about future gross proﬁ ts.  These 
assumptions relate to future events and circumstances.  The actual results may vary, and may cause signiﬁ cant adjustments to 
the Group’s assets within the next ﬁ nancial year in most cases, determining the applicable discount rate involves estimating the 
appropriate adjustment to market risk and the appropriate adjustment to asset-speciﬁ c risk factors.
Business combinations
On initial recognition, the assets and liabilities of the acquired business are included in the consolidated statement of ﬁ nancial 
position at their fair values.  In measuring fair management uses estimates about future cash ﬂ ows and discount rates, 
however, the actual results may vary.  Any subsequent change in these estimates would affect the amount of goodwill, if the 
change qualiﬁ es as a measurement period adjustment.  Any other change would be recognised in the income statement in the 
subsequent period.  Details of the assets and liabilities acquired are given in note 9.
Revalued freehold property
The freehold property is stated at fair value.  An external, independent valuer, having an appropriate professional qualiﬁ cation 
and recent experience in the location of the property being valued, valued the property in February 2011 and was reﬂ ected in 
the ﬁ nancial statements for the year ended  31 December 2010.  The fair value is based on market value, being the estimated 
amount for which a property could be exchanged on the date of valuation between a willing buyer and a willing seller in an 
arm’s length transaction after proper marketing wherein the parties had each acted knowledgeably, prudently and without 
compulsion.
Standards in issue not yet effective
At the date of authorisation of these ﬁ nancial statements, the following amendments and interpretations to existing accounting 
standards have been published but are not yet effective.
• IFRS 9 Financial Instruments (effective 1 January 2015)
• IFRS 10 Consolidated Financial Statements (effective 1 January 2014)
• IFRS 11 Joint Arrangements (effective 1 January 2013)
• IFRS 12 Disclosure of interests in other entities (effective 1 January 2014)
• IFRS 13 Fair value measurement (effective 1 January 2013)
• IAS 27 (Revised) Separate Financial Statements (effective 1 January 2014)
• IAS 28 (Revised) Investments in Associates and joint ventures (effective 1 January 2014)
Management anticipate that the above pronouncements will be adopted in the Group’s accounting policies for the ﬁ rst period 
after the effective date, but will have no material impact on the Group.  Westminster Group plc  I  Annual Report & Accounts 2012
 37
3. Segment reporting
Operating segments
The Board considers the Group on a Business Unit basis.  Reports by Business Unit are used by the chief decision-maker in the 
Group.  The Business Units operating during the year are the four operating companies Westminster Aviation, Westminster 
International, RMS Integrated Solutions (including CTAC) and Longmoor Security.  This split of business segments is based on the 
products and services each offer. In 2013 Longmoor and Westminster Aviation were amalgamated and Westminster International 
is now referenced as the Technology division.  The alarm monitoring subsidiary IMS Limited is included in the results for RMS 
(CTAC) with both businesses being disposed of in 2013
Westminster Aviation Security Services offers end to end security services to airports and other key national infrastructure 
locations and operates under a per usage model under long term recurring contracts. Westminster International provides 
advanced technological products, systems and solutions, RMS Integrated Solutions provides low voltage systems for high-rise 
buildings, Longmoor Security provides close protection training, consultancy and services and CTAC provides high end security 
solutions and operates an alarm receiving centre. CTAC was hived up into RMS Integrated Solutions in 2011.  Note the segmental 
results for RMS Integrated Solutions / CTAC are discontinuing operations.
2012 Westminster 
Aviation
Westminster 
International
RMS (CTAC)
Longmoor 
Security
Westminster 
Group plc
Group
£’000 £’000 £’000 £’000 £’000 £’000
Supply of products - 1,362 10 - - 1,372
Supply and installation contracts - 5,326 791 - - 6,117
Maintenance and service 1,699 105 820 - - 2,624
Close protection services 2 - - 16 - 18
Training courses - - - 405 - 405
Intercompany sales - (1,005) (69) - - (1,074)
Revenue 1,701 5,788 1,552 421 - 9,462
Segment result before central 
overheads excluding operating 
exceptionals
310 1,303 (365) (54) (1,909) (715)
Operating exceptionals (194) (121) - (76) (105) (496)
Segment result after operating ex-
ceptionals before central overheads
116 1,182 (365) (130) (2,014) (1,211)
Apportionment of central 
overheads
(382) (859) - (177) 1,418 -
Segment result (266) 323 (365) (307) (596) (1,211)
Finance cost - - - - (497) (497)
Fair value through proﬁ t and loss - - - - 58 58
Income tax - - - - 46 46
(Loss)/proﬁ t for the ﬁ nancial year (266) 323 (365) (307) (989) (1,604)
Segment assets 1,089 1,532 333 90 1,044 3,803
Segment liabilities 423 1,897 250 106 1,083 4,827
Capital expenditure 545 29 21 15 23 633
Depreciation and amortisation 83 20 47 3 32 185 Westminster Group plc  I  Annual Report & Accounts 2012
NOTES TO THE FINANCIAL STATEMENTS CONTINUED 38
2011
Westminster 
International
RMS Integrated 
Solutions/ CTAC
Longmoor 
Security
Westminster 
Group plc
Group
£’000 £’000 £’000 £’000 £’000
Supply of products 1,584 16 1,496 - 3,096
Supply and installation contracts 5,082 1,146 61 - 6,289
Maintenance and service 54 150 - - 204
Close protection services - - 31 - 31
Training courses - - 445 - 445
Revenue 6,720 1,312 2,033 - 10,065
Segment result before central over-
heads and operating exceptionals
1,189 (444) 136 (1,539) (640)
Operating exceptionals (776) (102) (145) 35 (988)
Segment result after operating ex-
ceptionals before central overheads
413 (546) 9 (1504) (1628)
Apportionment of central 
overheads
(811) (732) (244) 1,787 -
Segment result (398) (1,278) (235) 283 (1,628)
Finance cost - (20) - (380) (400)
Finance income - - - 44 44
Income Taxation (541) - (185) (1) (727)
Loss for the ﬁ nancial year (939) (1,298) (420) (54) (2,711)
Segment assets 865 429 66 2,108 3,468
Segment liabilities 1,382 405 76 1,548 3,411
Capital expenditure 12 - - 16 28
Depreciation and amortisation 47 23 1 99 170
Geographical areas
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 geographical market, irrespective of the origin of the goods/services.
Group
2012 2011
£‘000 £’000
United Kingdom & Europe 2,124 2,559
Africa 3,196 2,316
Middle East 3,966 4,493
Rest of World 176 697
9,462 10,065
Some of the Group’s assets are located outside the United Kingdom where they are being put to operational use on speciﬁ c 
contracts.  At 31 December 2012 ﬁ xed assets with a net book value of £729,000 were located in Africa and the Middle East 
(2011: £4,000)
Major customers who contributed greater than 10% of total Group revenue
In 2012 two of the Group’s overseas customers contributed 52% of the Group revenue (in 2011 two customers contributed 45% of 
the Groups revenue). Westminster Group plc  I  Annual Report & Accounts 2012
 39
4. Operating exceptional items
2012
£’000
2011
£’000
Exchange losses/(gains) 84 (43)
Amortisation of CTAC intangibles -59
Stock provision -40
Provision against consumer debt in Longmoor - 145
Impairment of African receivables and accrued income - 616
(Proﬁ t)/loss on disposal of property, plant and equipment (2) 66
Legal and professional costs arising from CTAC litigation - 97
Share based payments 23 8
Restructure costs  - Longmoor 76 -
Restructure and closure costs (Middle East) 121 -
West Africa airport contract set up costs 194 -
496 988
5. Finance cost
Group
2012 2011
£‘000 £’000
Finance costs
Interest payable on bank borrowings (30) (33)
Interest payable on Convertible Loan Notes (120) (120)
Other interest inc management fees on Convertible Loan Notes (193) (181)
Amortised ﬁ nance cost on Convertible Loan Notes (see Note 17) (154) (66)
(497) (400)
Fair value movement of embedded derivative (see note 17) 58 44
Net Finance Costs (440) (356)
6. Loss from operations
The following items have been included in arriving at the loss for the ﬁ nancial year
Group
2012 2011
£‘000 £’000
Staff costs (see note 8) 2,851 2,180
Depreciation of property, plant and equipment 133 92
Amortisation of intangible assets 52 78
Operating lease rentals payable
- Property 208 45
- Plant and machinery 11 4
- Other 92 52
Foreign exchange loss/ (gain) 84 (43) Westminster Group plc  I  Annual Report & Accounts 2012
NOTES TO THE FINANCIAL STATEMENTS CONTINUED 40
Auditor’s remuneration
Amounts payable in 2012 relate to Chantrey Vellacott DFK LLP in respect of audit services.  Fees paid in 2011 relate to Grant 
Thornton UK LLP audit fees
Group
2012 2011
£‘000 £’000
Audit services
- Statutory audit of parent and consolidated accounts 12 13
- the auditing of accounts of subsidiaries of the company 22 22
Total audit fees 34 35
Other services supplied -8
Total fees 34 43
7. Taxation
Analysis of (credit)/charge in year
Group
2012 2011
£‘000 £’000
Movement in deferred tax (see note 18) (46) 727
Tax charge (46) 727
Reconciliation of tax expense
Loss on ordinary activities before taxation (1,650) (1,984)
Loss on ordinary activities multiplied by the standard rate of corporation tax in 
the UK of 24.5% (2011: 26.5%)
(404) (526)
Effects of:
(Income)/expenses not deductible for tax purposes 70 61
Capital allowances less than depreciation 40 25
Other short term timing differences 9 15
Deferred tax asset no longer provided (46) 727
Unrecognised losses carried forward 285 425
Total tax charge /(credit) (46) 727
Tax losses available for carry forward (subject to HMRC agreement) were £6.6m (2011: £4.9m).  Westminster Group plc  I  Annual Report & Accounts 2012
 41
8. Staff costs
Staff costs for the Group during the year
Group
2012 2011
£‘000 £’000
Wages and salaries 2,580 1,979
Social security costs 248 193
2,828 2,172
Share based payments 23 8
2,851 2,180
The Group operates a stakeholder pension scheme.  The Group made no pension contributions during the year and no pension 
contributions were outstanding at the year-end (2011: £Nil)
Details of the Directors’ remuneration are included in the Remuneration Committee Report.  Key management within the 
business are considered to be the Board of Directors.
Average monthly number of people (including Executive Directors) employed
Group
2012 2011
Number Number
By function
Sales 78
Production 148 28
Administration 22 19
Management 79
184 64
9. Loss per share
Earnings per share is calculated by dividing the earnings attributable to ordinary shareholders by the weighted average number 
of ordinary shares outstanding during the year.
For diluted earnings per share the weighted average number of ordinary shares in issue is adjusted to assume conversion of all 
diluted potential ordinary shares.  Only those outstanding options that have an exercise price below the average market share 
price in the year have been included.
The weighted average number of ordinary shares in calculated as follows:
Group
2012 2011
£’000 £’000
Issued ordinary shares
Start of period 29,630 24,256
Effect of shares issued during the period 1,996 2,341
Weighted average basic number of shares for period 31,626 26,597
Dilutive effect of options --
Weighted average diluted number of shares for period 31,626 26,597 Westminster Group plc  I  Annual Report & Accounts 2012
NOTES TO THE FINANCIAL STATEMENTS CONTINUED 42
Basic and diluted earnings per share is calculated as follows:
Group
2012 2011
Loss for the year attributable to equity shareholders of the Company (£’000) (1,604) (2,711)
Basic loss per share (pence) (5.07) (10.19)
Diluted loss per share (pence) (5.07) (10.19)
For the year ended 31 December 2012 and 2011 the issue of additional shares on exercise of outstanding share options would 
decrease the basic loss per share and there is therefore no dilutive effect. Loss per share excluding discontinued items was 4.0p 
(2011: 8.1p)
10. Discontinued operations
On 26 March 2013, the Group entered into a sale agreement with a management buy-out team to dispose of RMS (CTAC) 
Integrated Solutions and International Monitoring Services, which carried out all of the Groups UK alarm installation and 
monitoring operations. The disposal was for £200,000 to generate working cash ﬂ ows for the expansion of the Groups other 
businesses. Consideration is paid over 12 months and if the disposed companies exceed certain revenue threshold then 
incremental consideration becomes payable
The results of the discontinued operations which have been included in consolidated income statement were as follows:
Group 2012
£’000
2011
£’000
Revenue 1,552 1,312
Cost of sales 964 (929)
Gross proﬁ t 588 383
Administration expenses (953) (929)
Operation loss from discontinued operations (365) (546)
There is expected to be a £0.03m proﬁ t  on disposal in the annual report for the year ending 31 December 2013. The major 
classes of assets and liabilities comprising the operations classiﬁ ed as assets held for sale are as follows:
Group 2012
£’000
Property, plant and equipment 39
Intangibles 176
Trade and other receivables 195
Total assets classiﬁ ed as held for sale 410
Trade and other payables (238)
Total liabilities classiﬁ ed as held for sale (238)
Net assets held for sale 172
During the year IMS and RMS attributed £0.37m loss (2011£:0.6m) to the Groups net operating cash ﬂ ows. Cash ﬂ ows from 
ﬁ nancing and asset investment were negligible. Westminster Group plc  I  Annual Report & Accounts 2012
 43
11. Goodwill
Group 2012
£’000
2011
£’000
Gross carrying amount Balance at 1 January and at 31 December 1,160 1,160
Balance 1 January and at 31 December (763) (763)
Carrying amount at 31 December 397 397
Goodwill on the acquisitions of Longmoor and CTAC is reviewed at the end of each ﬁ nancial period for impairment. The entire 
balance relates to Longmoor Security Limited. The directors believe that it’s restructuring in 2012/2013 and focus on managed 
services delivery will provide better margins. In 2013, so far a managed services multi-year contract worth US$330k has already 
been signed.
12. Other intangible assets
2012
Website and other 
software
£’000
Licences
£’000
Group 
Total
£’000
Company 
Website
£’000
Gross carrying amount
At 1 January 102 269 371 60
Additions 11 - 11 -
Transfer to assets held for sale - (269) (269) -
At 31 December 113 - 113 60
Amortisation and impairment
At 1 January 67 59 126 42
Charge for the year 18 34 52 10
Transfer to assets held for sale - (93) (93) -
At 31 December 85 - 85 52
Net book value at 31 December 28 - 28 8
2011
Website and other 
software
£’000
Licences
£’000
Group
Total
£’000
Company
Website
£’000
Gross carrying amount
At 1 January 102 269 371 60
At 31 December 102 269 371 60
Amortisation and impairment
At 1 January 48 - 48 31
Charge for the year 19 59 78 11
At 31 December 67 59 126 42
Net book value at 31 December 35 210 245 18
Certain licences and other software primarily relates to RMS and IMS, these have been classiﬁ ed as assets held for sale and are 
part of the net assets sold post year end. Westminster Group plc  I  Annual Report & Accounts 2012
NOTES TO THE FINANCIAL STATEMENTS CONTINUED 44
13. Property, plant and equipment
Group
Freehold 
property
Plant and 
equipment
Ofﬁ ce equipment, 
ﬁ xtures and 
ﬁ ttings
Motor 
vehicles
Total
2012 £’000 £’000 £’000 £’000 £’000
Gross carrying amount
At 1 January 892 149 532 97 1,670
Additions - 303 257 73 633
Disposals - - (6) - (6)
Transfer of assets held for sale - (34) (111) (68) (213)
At 31 December 892 418 672 102 2,084
Depreciation and impairment
At 1 January - 128 440 74 642
Charge for the year - 43 73 17 133
Disposals - - (2) - (2)
Transfer of assets held for sale - (30) (82) (62) (174)
At 31 December - 141 427 29 597
Net book value at 31 December 892 277 244 73 1,487
Group
Freehold 
property
Plant and 
equipment
Ofﬁ ce equipment, 
ﬁ xtures and 
ﬁ ttings
Motor 
vehicles
Total
2011 £’000 £’000 £’000 £’000 £’000
Gross carrying amount
At 1 January 890 250 531 133 1,804
Additions 2 2 17 7 28
Disposals - (103) (16) (43) (162)
At 31 December 892 149 532 97 1,670
Depreciation and impairment
At 1 January - 149 403 88 640
Charge for the year - 16 53 23 92
Disposals - (37) (16) (37) (90)
At 31 December - 128 440 74 642
Net book value at 31 December 892 21 92 23 1,028 Westminster Group plc  I  Annual Report & Accounts 2012
 45
Company
Freehold 
property
Plant and 
equipment
Ofﬁ ce equipment, 
ﬁ xtures and 
ﬁ ttings
Motor 
vehicles
Total
2012 £’000 £’000 £’000 £’000 £’000
Gross carrying amount
At 1 January 892 16 346 - 1,254
Additions - - 22 - 22
Disposals - - (6) - (6)
At 31 December 892 16 362 - 1,270
Depreciation
At 1 January - 15 307 - 322
Charge for the year - 1 20 - 21
Disposals - - (3) - (3)
At 31 December - 16 324 - 340
Net book value at 31 December 892 - 38 - 930
Company
Freehold 
property
Plant and 
equipment
Ofﬁ ce equipment, 
ﬁ xtures and 
ﬁ ttings
Motor 
vehicles
Total
2011 £’000 £’000 £’000 £’000 £’000
At 1 January 890 14 334 - 1,238
Additions 2 2 12 - 16
At 31 December 892 16 346 - 1,254
At 1 January - 14 278 - 292
Charge for the year - 1 29 - 30
At 31 December - 15 307 - 322
Net book value at 31 December 892 1 39 - 932
Capital commitments
Group and Company
2012
£’000
2011
£’000
Contracted but not provided for in the ﬁ nancial statements - -
The freehold property was valued professionally on an independent basis by Berry Morris, Chartered Surveyors, on 24 February 
2011.  The valuation was made on the basis of recent market transactions on arm’s length terms and on an alternative use basis.   
The Revaluation Reserve is not available for distribution to shareholders. The Directors are of the opinion that the valuation has 
not moved materially since the last valuation was performed. Westminster Group plc  I  Annual Report & Accounts 2012
NOTES TO THE FINANCIAL STATEMENTS CONTINUED 46
The freehold property is stated at valuation, the comparable historic cost and depreciation values are as follows:
2012
£’000
2011
£’000
Historical cost 697 697
Accumulated depreciation
At 1 January 54 51
Charge for the year 33
At 31 December 57 54
Net book value at 31 December 640 643
The Group’s land and buildings have been pledged as security for contingent liabilities incurred as part of the normal trading of 
Westminster International, see note 29.
14. Operating lease commitments
The Group and the Company lease various ofﬁ ces, ofﬁ ce 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 2012 Group Company
Total Commitments 
Property
Total Commitments 
Other
Total Commitments 
Property
Total Commitments 
Other
£’000 £’000 £’000 £’000
Within one year 60 37 - 10
In the second to ﬁ fth years inclusive - 56 - 25
60 93 - 35
As at 31 December 2011 Group Company
Total Commitments 
Property
Total Commitments 
Other
Total Commitments 
Property
Total Commitments 
Other
£’000 £’000 £’000 £’000
Within one year 50 67 - 12
In the second to ﬁ fth years inclusive 200 72 - 2
After ﬁ ve years 200 - - -
450 139 - 14
Remaining lease terms range from 2 months to 8 years
Group
£’000
Company
£’000
Minimum lease payments under operating leases recognised as an expense in the 
year
311 19 Westminster Group plc  I  Annual Report & Accounts 2012
 47
15. Investment in subsidiaries
Company 2012
£’000
2011
£’000
Shares in subsidiary undertakings at cost
At start of period 423 423
Impairment (CTAC) (66) -
At end of period 357 423
Amounts due from subsidiaries on intercompany trading 4,388 3,182
Total Investment in Subsidiaries 4,745 3,605
16. Subsidiary undertakings
The key subsidiary undertakings at 31 December 2012 were as follows:
Name
Country of 
incorporation
Principal activity
% of nominal 
ordinary share 
capital and voting 
rights held
Westminster International Limited England
Advanced security technology, (Technology 
Division)
100
RMS (CTAC) Integrated Solutions Limited England Low voltage systems – sold 26 March 2013 100
Longmoor Security Limited England
Close protection training and provision of 
security services (Managed Services)
100
CTAC Limited England
Trade transferred to IMS and RMS on 1 Jan 
2012.  now dormant
100
Westminster Aviation Security Services Limited England
Managed services of airport security under 
long term contracts. Managed Services 
Division
100
Westminster Facilities Management Limited England Dormant 100
International Monitoring Services Limited England
Alarm monitoring station  - sold 26 March 
2013
100
The company has a 40% equity share in a local company which is used purely for the local presence required to deliver services. 
This legal entity has no revenues of its own and provides services such as local labour.  Its full cost base has been included in 
these ﬁ nancial statements. This entities name cannot be disclosed due to contractual conﬁ dentiality requirements.  Westminster Group plc  I  Annual Report & Accounts 2012
NOTES TO THE FINANCIAL STATEMENTS CONTINUED 48
17. Financial assets and liabilities
Categories of ﬁ nancial assets and liabilities
The carrying amounts presented in the Consolidated and Company statement of ﬁ nancial position relate to the following 
categories of assets and liabilities:
Group Company
2012
£’000
2011
£’000
2012
£’000
2011
£’000
Financial assets
Loans and receivables
-Amount owed by subsidiary undertak-
ings (note 15)
- - 4,388 3,182
-Trade and other receivables (note 20) 1,360 1,170 81 73
-Cash and cash equivalents 212 414 - -
1,572 1,584 4,469 3,255
Financial liabilities
Financial liabilities measured at amor-
tised cost
-Borrowings (note 26) 2,147 1,044 2,293 1,165
-Trade and other payables (note 27) 1,888 1,323 576 280
4,035 2,367 2,869 1,445
Derivatives carried at fair value 
through proﬁ t and loss
295 4 295 4
See note 2 for a description of the accounting policies for each category of ﬁ nancial instruments.  The fair values are presented 
in the related notes.  A description of the Group’s risk management and objectives for ﬁ nancial instruments is given in note 30.
Convertible Loan Notes
The group has two convertible loan notes the key details of which are set out below:
FY2014 Secured FY2017 Unsecured
Amount £1.2m £1.38m
Conversion Price 42.21p 27.5p
Security
Secured ﬁ xed and ﬂ oating subordinate to 
HSBC
Unsecured
Redemption Date 29 June 2014 June 2017
Management Fee
£25k pa monitoring plus increasing consul-
tancy fee on £1.0m due to Synergy Capital 
Ltd of 22.5% pa at the end of December 
2012 increasing by 2.5% per quarter 
thereafter
none
Coupon 10% 8%
Company can force conversion No At 50p for > 15 working days Westminster Group plc  I  Annual Report & Accounts 2012
 49
FY17
2012
£’000
FY14
2012
£’000
Total
2012
£’000
FY14
2011
£’000
Host debt
At 1 January 1,030 963 1,993 897
Finance charge (note 5) 77 77 154 66
At 31 December (note 25) 1,107 1,040 2,147 963
Embedded derivative
At 1 January - 4 4 48
Fair value on recognition at July 2012 349 - 349 -
Fair value movement (note 5) (54) (4) (58) (44)
Fair value at 31 December 295 - 295 4
On initial recognition the conversion option in relation to the convertible loan leads to a potentially variable number of shares, 
therefore the convertible loan is accounted for as a host debt, (recorded initially at fair value, net of transaction costs and 
subsequently valued at amortised cost) with an embedded derivative (recorded at fair value through proﬁ t and loss and fair 
valued at each reporting date).
The Convertible Loan Notes have been separated into two components, the Host Debt Instrument and the Embedded Derivative 
on initial recognition. The value of the Host Debt Instrument will increase to the principal sum amount by the date of maturity. 
The effective interest cost of the Notes is the sum of that increasing value in the period and the interest paid to Noteholders. 
The Derivative element will vary in value according to the market price of the underlying Ordinary Shares and the period 
remaining for conversion amongst other factors.  The valuation of embedded derivative on initial recognition was undertaken by 
a Black Scholes valuation model.  
18. Deferred tax assets and liabilities
Deferred tax assets and liabilities have been calculated using the expected future tax rate of 23% (2011: 26%).  Any changes in 
the future would affect these amounts proportionately.  The movements in deferred tax assets and liabilities during the year are 
shown below.
Group and company 1 January 2012
£’000
Recognised in equity
£’000
Recognised in 
proﬁ t and loss
£’000
31 December 2012
£’000
Non-current liabilities
Property, plant & equipment (99) - 46 (53)
Group and company 1 January 2011
£’000
Recognised in equity
£’000
Recognised in 
proﬁ t and loss
£’000
31 December 2011
£’000
Non-current liabilities
Property, plant & equipment (97) - (2) (99)
Non-current assets
Share based payments 2 (2) - -
Unused tax losses 725 - (725) -
630 (2) (727) (99)
Recognised as
Deferred tax asset 727 - - -
Deferred tax liability (97) - - (99) Westminster Group plc  I  Annual Report & Accounts 2012
NOTES TO THE FINANCIAL STATEMENTS CONTINUED 50
19. Inventories
Group Company
2012
£’000
2011
£’000
2012
£’000
2011
£’000
Finished goods 77 112 - -
77 112 - -
The cost of inventories recognised as an expense within cost of sales amounted to £4,678,000 (2011: £6,218,000). 
No reversal of previous write-downs was recognised as a reduction of expense in 2012 or 2011.
20. Trade and other receivables
Group Company
2012
£’000
2011
£’000
2012
£’000
2011
£’000
Amounts falling due within one year
Trade receivables, gross 2,019 2,233 - -
Allowance for credit losses (1,412) (1,253) - -
Trade receivables 607 980 - -
Amounts recoverable on contracts 724 43 - -
Other receivables 29 147 81 73
Financial assets 1,360 1,170 81 73
Prepayments 61 52 25 29
Non ﬁ nancial assets 61 52 25 29
Trade and other receivables 1,421 1,222 106 102
The average credit period taken on sale of goods in 2012 was 60 days (2011: 48 days).  An allowance has been made for 
estimated irrecoverable amounts from the sale of £1,412,000 (2011: £1,253,000).  This allowance has been based on the 
knowledge of the ﬁ nancial circumstances of individual 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 
ﬁ nancial status of the customers.
2012
£’000
2011
£’000
Not more than 3 months 524 483
More than 3 months but less than 6 months 57 76
More than 6 months but not more than 1 year 264 300
845 859 Westminster Group plc  I  Annual Report & Accounts 2012
 51
The movement in the allowance for credit losses can be reconciled as follows
2012
£’000
2011
£’000
Balance 1 January 1,253 679
Amounts written off (uncollectable) 159 170
Impairment loss - (28)
Provision against Juba airport contract - 432
Balance 31 December 1,412 1,253
There are no signiﬁ cant credit risks from ﬁ nancial assets that are neither within terms or not impaired.  At 31 December 2012 
£920,000 (2011: £109,000) of trade receivables were denominated in US dollars and £nil (2011: £48,000) in Euros, £68,000 (2011: 
£105,000 in Saudi Riyals and £1,031,000 (2011: £1,293,000 in sterling.  The directors consider that the carrying amount of trade 
and other receivables approximates to their fair value.
21. Contracts in progress
The Group had contracts in progress at 31 December as follows:
2012
£’000
2011
£’000
Contract costs incurred plus recognised proﬁ ts less recognised losses to date 6,313 6,289
Less progress billings 6,237 (6,691)
(76) 402
Recognised as
Due from contract customers included in trade and other receivables 627 43
Due to contract customers included in trade and other payables (703) (445)
(76) 402
As 31 December 2012 retentions held by customers for contract work amounted to £nil (2011: £6,000).
22. Cash and cash equivalents
Group Company
2012
£’000
2011
£’000
2012
£’000
2011
£’000
Cash at bank and in hand 386 498 - -
Short-term bank deposits - 89 - -
386 587 - -
Bank overdraft (165) (173) (146) (121)
Cash and cash equivalents for the 
purposes of the cash ﬂ ow statements
221 414 (146) (121)
All the bank accounts of the Group are set against each other in establishing the cash position of the Group.  The bank 
overdrafts do not therefore represent bank borrowings, which is why they are presented as above for the purposes of the cash 
ﬂ ow statement.
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 bank deposits approximates to their fair value.  Westminster Group plc  I  Annual Report & Accounts 2012
NOTES TO THE FINANCIAL STATEMENTS CONTINUED 52
23. Called up share capital
Group and Company
The total number of authorised shares is 80,000,000 ordinary shares of £0.10 each (2011: 80,000,000 ordinary shares of £0.10 
each). These shares carry no ﬁ xed right to income.
The total amount of issued and fully paid shares is as follows:
2012 2011
Number £’000 Number £’000
At 1 January 29,630,758 2,963 24,255,754 2,425
Issued for cash 2,941,179 290 5,375,004 538
Exercise of share options 37,000 4 - -
At 31 December 32,608,937 3,257 29,630,758 2,963
In April 2012, 2,941,176 ordinary 10p shares were issued to a strategic investor at a subscription price of 17p raising 
approximately £0.5m.
24. Share options
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
• 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,
• 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 deﬁ nition, a material interest is either beneﬁ cial ownership of, or the ability to control directly, or 
indirectly, more that 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 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 discretionary share option scheme or 
other 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 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’
Options have subsequently been granted on this basis. However In July 2012 a business development partner was appointed 
to assist in the development of Asian, African and Middle Eastern business. As part of the remuneration agreement they were 
incentivised to generate direct incremental revenue for Westminster with a grant of up to 2.0m options over 2m 10p ordinary 
shares. 
These options have an exercise price of 30p each.  0.3m options vested on granting and the remainder vest on achievement of 
incremental revenue performance milestones.  0.7m options vest on achievement of £5m of revenue directly generated by that 
entity within 5 years and a further 1.0m vest on delivery of £30m revenue directly generated by them within the same period.  
It is a condition of the option agreement that revenue is deﬁ ned in accordance with the Group’s standard revenue recognition 
policies, but has also been paid in full.  Under the terms of the agreement, Westminster will be involved at all stages in client 
negotiations and product speciﬁ cations and will have ultimate sanction over contractual terms.  
These options are valued by the use of the Black Scholes model using a volatility of 50% and a life of 8 years (being the point at 
which they lapse).  The number of options vesting is based on forecast new business from that partner. Westminster Group plc  I  Annual Report & Accounts 2012
 53
Share options and weighted average exercise prices are as follows:
Number of 
options
Weighted average exercise 
price per share (p)
Outstanding at 31 December 2011 588,585 38.0
Granted 665,000
Exercised (37,000)
Forfeited (125,000)
Outstanding at 31 December 2012 1,091,585 36.2
Exercisable at 31 December 2012 551,585 36.6
The weighted average share price at the date options were exercised was 36.6p (2011: 38p)
The range of exercise prices and the weighted average remaining contractual life of share options outstanding at the end of the 
period were as follows
2012 2011
Date of grant Exercise Price
Number outstand-
ing at end of year
Weighted average 
remaining contrac-
tual life (in years)
Number outstand-
ing at end of year
Weighted average 
remaining contrac-
tual life (in years)
5 Apr 2007 10p 237,000 4.3 274,000 5.3
27 May 2010 32.75p 15,000 7.4 15,000 8.4
25 Sep 2009 34.5p 72,000 6.7 72,000 7.7
21 Apr 2008 52.5p 15,000 5.3 15,000 6.3
21 Jun 2007 67.5p 203,585 4.5 203,585 5.5
20 Sep 2007 74p 9,000 4.7 9,000 5.7
28 June 2012 36.5p 540,000 9.5 - -
Total 1,091,585 6.1 588,585 5.8
The Black-Scholes option pricing model is 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
For share options granted post IPO the expected share price volatility was determined taking account of the historic daily share 
price movements.  Since 2009, the standard deviation of the share price over the year has been used to calculate volatility. 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 companies 
of a similar size to the Company, listed on AIM, as well as the volatility of other listed companies in similar industries.
The average expected term to exercise used in the models is 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 proﬁ t or loss in respect of share based payments was £23,000 (2011: £8,000). Westminster Group plc  I  Annual Report & Accounts 2012
NOTES TO THE FINANCIAL STATEMENTS CONTINUED 54
25. Borrowings
Group Company
2012
£’000
2011
£’000
2012
£’000
2011
£’000
Current
Bank overdraft (secured) - - 146 121
Other loan (Kingswalk) - 81 - 81
Non-current
Convertible loan note 2,147 963 2,147 963
Total 2,147 1,044 2,293 1,165
The bank overdrafts represent overdrawn amounts in some subsidiaries, which are offset by cash balances in other subsidiaries.  
See note 17 for details of the convertible loan note.
26. Trade and other payables
Current Group Company
2012
£’000
2011
£’000
2012
£’000
2011
£’000
Trade payables 793 959 120 172
Accruals and other payables 995 295 356 48
Finance lease liabilities 50 69 50 60
Financial liabilities 1,838 1,323 526 280
Other taxes and social security payable 195 297 105 94
Deferred income 150 445 - -
Non-ﬁ nancial liabilities 345 742 105 94
Total current trade and other payables 2,183 2,065 631 374
Non-current Group Company
2012
£’000
2011
£’000
2012
£’000
2011
£’000
Finance lease liabilities 50 99 50 81
Financial liabilities 50 99 50 81
Total non-current trade and other 
payables
50 99 50 81
Trade and other payables principally comprise amounts outstanding for trade purchases and on-going costs, as well as payments 
received in advance on contracts.  The average credit period taken for trade purchases in 2012 was 84 days (2011: 100 days).  
The directors consider that the carrying value of trade payables approximates to their fair value.
Deferred income relates to amounts received from customers as year end but not yet earned.
At 31 December 2012 £275,000 (2011: £242,000) of payables were denominated in US dollars, and £657,000 (2011: £828,000) in 
sterling.
The assets held under ﬁ nance leases (excluding those disposed of to IMS/RMS) were fully provided for in the year ended 31 
Dec 2010. The value of future lease payments on these assets at 31 Dec 2012 was £0.12m of which £0.02m represents future 
ﬁ nancing charges. This lease expires on 31 Dec 2014 and future payments are split equally across 2013 and 2014. Westminster Group plc  I  Annual Report & Accounts 2012
 55
Future minimum ﬁ nance lease payments at the end of each reporting period under review are as follows
2012 2011
Group
£’000
Company
£’000
Group
£’000
Company
£’000
Within one year 60 60 69 60
In the second to ﬁ fth years inclusive 60 60 99 81
120 120 168 141
27. Cash ﬂ ow adjustments and changes in working capital
The following non-cash ﬂ ow adjustments and adjustments for changes in working capital have been made to (loss)/proﬁ t before 
tax to arrive at operating cash ﬂ ow
Group Company
2012
£’000
2011
£’000
2012
£’000
2011
£’000
Depreciation, amortisation and impair-
ment of non-ﬁ nancial assets
185 170 31 41
Financing costs 497 400 497 379
Fair value movement of embedded 
derivative in Convertible Loan Notes
(58) (44) (58) (44)
Impairment of other intangibles/ 
investments
62 - 62 -
Provision on intercompany debt and 
sundry adjustments
- - 850 2,096
(Proﬁ t)/loss on disposal of non-ﬁ nan-
cial assets
(3) 72 - -
Share-based payment expenses 23 8 23 8
Total adjustments 706 606 1,405 2,480
Net changes in working capital
Decrease in inventories 35 117 - -
Decrease/(Increase) in trade and other 
receivables
(199) 525 (4) 38
Decrease/(Increase) in trade and other 
payables
168 542 307 (4)
Net changes in working capital 4 1,184 303 34
28. Contingent assets and contingent liabilities
Westminster International 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 2012 was £170,000 (2010: £160,000).
A claim under the Sale and Purchase Agreement is being made against the vendors of CTAC Limited which was acquired in April 
2010, as the result of a deﬁ ciency in net assets as at the Completion Date.  An expert was appointed by the President of the 
ICAEW to adjudicate on a net asset deﬁ ciency, which was quantiﬁ ed by them at approximately £364,000. This is outside of any 
further warranty action that the company can bring against the vendors under the terms of the sale and purchase agreement. 
The Group continues to pursue the vendors of CTAC through the legal system. 
The Company is party to a multilateral guarantee in respect of bank overdrafts of all companies within the Group. At 31 
December 2012, these borrowings amounted to £165,000 (2011: £173,000). The borrowings by group companies were more than 
offset by cash in other group companies, as shown by note 22. Westminster Group plc  I  Annual Report & Accounts 2012
NOTES TO THE FINANCIAL STATEMENTS CONTINUED 56
29. Financial risk management
The Group is exposed to various risks in relation to ﬁ nancial assets and liabilities.  The main types of risk are foreign currency 
risk, interest rate risk, credit risk and liquidity risk.
The Group’s risk management is closely controlled by the Board and focuses on actively securing the Group’s short to medium 
term cash ﬂ ows by minimising the exposure to ﬁ nancial markets.  The Group does not actively trade in ﬁ nancial assets for 
speculative purposes nor does it write options.  The most signiﬁ cant ﬁ nancial risks are currency risk, interest rate risk and 
certain price risks.
Foreign currency sensitivity
The Group operates internationally and is exposed to foreign exchange risk arising from various currency exposures, primarily 
with respect to the Euro and US dollar.  The Group’s policy is to match the currency of the 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.
Foreign currency denominated ﬁ nancial assets and liabilities, translated into GBP at the closing rate, are as follows.  Euro assets 
and liabilities are not material.
Group Short-term exposure USD
£’000
31 December 2012
Financial assets 354
Financial liabilities (279)
Total exposure 75
31 December 2011
Financial assets 787
Financial liabilities (242)
Total exposure 545
If the US dollar were to depreciate by 10% relative to its year end rate, this would cause a loss of proﬁ ts in 2013 of £32,000 
(2012: £0.01m).  Exposures to foreign exchange rates vary during the year depending on the volume of overseas transactions.  
Nonetheless, the analysis above is considered to be representative of the Group’s exposure to currency risk. Foreign currency 
denominated ﬁ nancial assets and liabilities are immaterial for the Company.
Interest rate sensitivity
The only borrowings of the Group are the convertible loans, bank overdraft and short term Kingswalk loan (discharged during the 
year) and are detailed in note 17. All have at ﬁ xed interest rates.  Interest on the cash holdings of the Group is not material and 
therefore no calculation of interest rate sensitivity have been undertaken.
Credit risk analysis
The Group has a credit policy in place and the exposure to credit risk is monitored on an on-going basis.  Credit evaluations are 
performed on all customers requiring credit over a certain amount.  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 a letter 
of credit or similar instruments.
None of the Group’s ﬁ nancial asset are secured by collateral or other credit enhancements.
See further disclosure in note 20 of these ﬁ nancial statements.
Some of the unimpaired trade receivables are past due at the reporting date. Westminster Group plc  I  Annual Report & Accounts 2012
 57
Liquidity risk analysis
The Group manages its liquidity needs by monitoring scheduled debt repayments for long term ﬁ nancial liabilities as well 
as forecast cash ﬂ ows due in day to day business.  Net cash requirements are compared to borrowing facilities in order to 
determine headroom or any shortfalls.  This analysis shows if available borrowing facilities are expected to be sufﬁ cient over the 
lookout period.
As at 31 December 2012, the Group’s liabilities have contractual maturities (including interest payments where applicable) as 
summarised below:
Group Current Non-current
£’000 £’000
31 December 2012 Within 6 months 6 to 12 months 1 to 5 years Later than 5 years
Convertible loans 115 115 2,347 -
Finance lease liabilities 30 30 60 -
Trade and other payables 2133 - - -
Total 2,278 145 2,407 -
Company Current Non-current
£’000 £’000
31 December 2012 Within 6 months 6 to 12 months 1 to 5 years Later than 5 years
Convertible loans 115 - 2,347 -
Finance lease liabilities 30 30 60 -
Trade and other payables 581 - - -
Total 726 30 2,407 -
This compares to the Group’s ﬁ nancial liabilities in the previous reporting period as follows:
Group Current Non-current
£’000 £’000
31 December 2011 Within 6 months 6 to 12 months 1 to 5 years Later than 5 years
Convertible loans 60 60 1,380 -
Finance lease liabilities 42 41 143 -
Trade and other payables 1,421 - - -
Total 1,523 101 1,523 -
Company Current Non-current
£’000 £’000
31 December 2011 Within 6 months 6 to 12 months 1 to 5 years Later than 5 years
Convertible loans 60 60 1,380 -
Finance lease liabilities 30 30 120 -
Trade and other payables 236 - - -
Total 326 90 1,500 - Westminster Group plc  I  Annual Report & Accounts 2012
NOTES TO THE FINANCIAL STATEMENTS CONTINUED 58
30. Post balance sheet events 
Placing
On 26 February 2013 Westminster Group plc issued and allotted 4,916,667 new ordinary shares of 10p each in the Company at a 
price of 30p per share, to strategic and institutional investors raising gross proceeds of £1.475m.  On 19 April 2013 £100,000 of 
the 2017 unsecured convertible loan stock was converted into equity by the holder of that loan stock for technical and custodial 
reasons relating to the underlying holder. This resulted in the issue of 363,666 new ordinary shares of 10p each.
Equity Financing Facility
On 18 April 2013 the Group entered into a £5 million, three-year Equity Financing Facility (“EFF”) with Darwin Strategic 
Limited (“Darwin”), a majority owned subsidiary of Henderson Global Investors’ Volantis Capital (“Henderson Volantis”). The use 
of this facility is purely at the Group’s discretion as is the associated minimum subscription price. 
Restructuring
At the end of March 2013 the Group restructured its subsidiary operations to now operate in two key internationally focussed 
divisions as follows:
Managed Services Division- focusing on long term managed services contracts such as the management and running of complete 
security services and solutions in airports, ports and other such facilities and the provision of manned services, consultancy and 
training etc.
Technology Division - focusing on providing advanced technology led security solutions encompassing a wide range of 
surveillance, detection, tracking and interception technologies; principally to governments and governmental agencies, non-
governmental organisations (NGO’s) and blue chip commercial organisations worldwide
Disposals
As detailed in note 10 to the accounts the Group’s two UK focussed subsidiaries RMS (CTAC) Integrated Systems Limited (“RMS”) 
and International Monitoring Services Limited (“IMS”), were suppliers to UK domestic and commercial customers of alarm 
installation and alarm monitoring services respectively.  As such they were considered  not synergistic given the increasing 
international focus of the Group. .Furthermore they operate in commoditised markets and are subject to pricing pressures.  
They were disposed of to a management buyout led by Mr Shires Crichton, Managing Director of both RMS and IMS. The disposal 
took place on a cash and debt free basis for an initial consideration of £200,000 with the initial consideration being payable by 
in instalments over the year following the disposal. The proceeds of the disposal will be used for general working capital.  
In addition, the Company is entitled to further earn out payments based on the IMS and RMS achieving certain turnover 
milestones in each of the two years following the disposal.  
During the year to 31 December 2012, the Targets, in aggregate, contributed turnover of £1.552m and net losses of £0.37m to 
Group.   Directors 
Executive   Non-Executive
Peter Fowler    Lt. Col. Sir Malcolm Ross (Chairman)
Ian Selby     Sir Michael Pakenham 
Stuart Fowler    Matt Wood
Roger Worrall 
Secretary 
Ian Selby
Registered ofﬁ ce 
Westminster House
Blacklocks Hill
Banbury
Oxfordshire
OX17 2BS  
Principal bankers 
HSBC Bank plc
17 Market Place
Banbury
Oxfordshire
OX16 5ED 
Nominated adviser & Stockbroker
SP Angel Corporate Finance LLP
Prince Frederick House
35-39 Maddox Street
London
W1S 2PP
Auditor
Chantrey Vellacott DFK LLP
10 – 12 Russell Square
London
WC1B 5LF
Solicitors
Charles Russell LLP
7600 The Quorum
Oxford Business Park North
Oxford
OX4 2JZ 
Financial public relations
Winningtons
Westpoint
78 Queens Rd
Bristol
BS8 1QX
Registrars
Capita Corporate Registrars plc
The Registry
34 Beckenham Road
Beckenham
Kent
BR3 4TU
Westminster Group Plc
P: +44 (0) 1295 756300 F: +44 (0) 1295 756302 E: info@wg-plc.com
Westminster International Ltd
P: +44 (0) 1295 756300 F: +44 (0) 1295 756302  E:info@wi-ltd.com
Westminster Aviation Security Services Ltd
P: +44 (0) 1295 756370 F: +44 (0) 1295 756372 E: info@wass-ltd.com
Longmoor Security Ltd
P: +44 (0) 1295 756380 F: +44 (0) 1295 756381 E: info@longmoor-security.com Westminster Group plc
Westminster House
Blacklocks Hill
Banbury
Oxfordshire
OX17 2BS
United Kingdom
www.wg-plc.com