Worldwide World Class Protection 01 Highlights
03 Company Overview
09 Chairman’s Statement
10 Chief Executive Ofﬁ cer’s report 
14 Chief Financial Ofﬁ cer’s report
16 Board of Directors
17 Directors’ report
20 Remuneration Committee report 
23 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 46 countries.
The Group’s principal activity is the design, supply and 
ongoing support of advanced technology Fire, Safety, 
Security and Defence solutions to governments and 
government agencies, non-governmental organisations and 
blue chip commercial organisations worldwide.
The Mission of Westminster Group plc is to be recognised
as a worldwide centre of excellence for the provision of 
Fire, Safety, Security and Defence products and services.
26 Statement of Directors’ responsibilities
27 Independent auditor’s report 
28 Consolidated statement of comprehensive income
29 Consolidated and Company statement of ﬁ nancial position
30 Consolidated statement of changes in equity
31 Company statement of changes in equity
32 Consolidated and Company cash ﬂ ow statements
33 Notes to the ﬁ nancial statements
68 Company information “Our strategy of building a global security business is very 
much on track and I am pleased to report we delivered a strong 
performance in 2011 with record enquiries, record orders and 
record revenue performance from our activities worldwide.”
Peter Fowler
Chief Executive Ofﬁ cer
Financial Highlights for the Year ended 31 Dec 2011
 Record order intake during the year of £14.7m (2010: £3.2m)
 Record revenues achieved £10.1m (2010:  £3.8m)
 Gross margins improved to 24% (2010: 10%)
 Underlying operating proﬁ ts in H2 £0.65m (2010: loss £1.8m)
 Underlying operating loss reduced by 62% to £1.6m (2010: loss £4.2m)
 Cash at 31 December £0.4m (2010: £0.3m)
 Placing raised £0.61m net of expenses
Operating Highlights
 Multi-million pound contract award  for advanced security systems for the palace of a 
Middle Eastern royal family;
 Multi-million contract award for advanced technology scanning vehicles for a West 
Africa police force
 Board strengthened with the appointment of a new CFO, Ian Selby in July 2011 and 
Matt Wood appointed as non executive director in December 2011
 Longmoor management strengthened with the appointment of a new Chief Operating 
Ofﬁ cer, Maj (Retd) Keith Wright, a highly experienced ex Special Forces (22 SAS) 
training  ofﬁ cer
Post Year End
 New aviation division formed, Westminster Aviation Security Services Ltd and highly 
experienced aviation expert, Dr Phil Jackson,  appointed as Chief Operating Ofﬁ cer
 Major new 15 year contract award to protect a West African international airport 
with potential in excess of $150m won in February 2012 providing recurring revenue. 
Commencing 1st May 2012 this is already producing revenues in line with expectations.
 Strategic investor with inﬂ uence in target markets subscribing for £0.5m new shares
 10 year Franchise business established in Nigeria providing minimum of £1.7m in 
franchise fees plus substantial project revenue potential
 Longmoor Training Academy opened May 2012
HIGHLIGHTS 01
Westminster Group plc I Annual Report & Accounts 2011
Westminster Commence Airport Security Operations
On 1st May 2012 Westminster commenced operations within a West African 
International Airport. The project, a 15 year contract, is to provide the complete 
ground security services at the airport. As part of the contract Westminster have 
deployed a highly experienced management team and taken on the 100+ strong 
security team and are implementing advanced training programs to increase the 
knowledge and performance of the staff. Westminster have also provided a dog 
detection team trained in the detection of explosives and narcotics quickly and 
effectively increasing the security of air travel. In addition Westminster is, through our 
systems division, implementing a wide range of advanced security solutions including 
CCTV, access control, advance x-ray equipment and other such technologies.
‘11
‘10
‘09
4,146
2,373
3,768
Enquiries Received
‘11
‘10
‘09
742
454
662
Orders Received
‘11
‘10
‘09
£14.7m
£7.8m
£3.2m
Value of Orders
‘11
‘10
‘09
£10.1m
£7.9m
£3.8m
Revenues Westminster Group plc  I  Annual Report & Accounts 2011
HEADING 2
Westminster Group plc  I  Annual Report & Accounts 2011
HE HE HE HE HE HE HE HE HE E HE H H A AD AD AD AD AD AD AD D DIN IN I IN IN IN N N NG G G G G G G G 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 FIRE SERVICES & EQUIPMENT 02
Fire Solution: Large Stately Home - United Kingdom
Westminster’s UK based systems integration division, RMS (CTAC) Integrated 
Solutions Ltd was awarded a contract to supply advanced fire detection and 
other equipment to a large a Stately Home and estate situated close to London.
Due to the historic nature of the property a highly effective but discrete solution 
was required and RMS’s expertise in the provision of specialist systems and 
professional installation standards made them the ideal choice for the project. 
The systems installed provide superior fire detection and enhanced personal 
safety and have been designed to blend in with the character of the building.
£500k
Contract Value Westminster Group plc  I  Annual Report & Accounts 2011
COMPANY OVERVIEW 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
RMS (CTAC) Integrated Solutions Ltd:
RMS is a specialist integrated provider of ‘high end’ security solutions to a blue chip client base who operate in 
operationally critical, high value and high proﬁ le ﬁ elds such as national utilities, cash handling, bullion storage, jewellery 
and diamond merchants, chemical storage and critical national infrastructure.
A UK specialist integrator of low voltage systems providing Fire & Security Systems, CCTV, Structured Cabling, TV & Satellite 
Distribution and Wireless Data Technology Distribution, Public Address and Evacuation Systems.
www.rms-ctac.com
Westminster International Ltd:
Providing solutions to almost any Fire, Safety, Security and Defence requirement, working with government agencies, 
military establishments, airports, sea ports, embassies, banks, power stations and major organisations and corporations 
worldwide.
The range of products and services is broad and covers Anti-Terrorism & Risk Reduction Solutions, Border & Perimeter 
Security, Covert & Overt Surveillance and Tracking Systems together with Defence & Homeland Security Solutions etc.
www.wi-ltd.com
Westminster 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
The Westminster Group Plc is a highly experienced and internationally acclaimed Fire, Safety, Security and Defence group operating 
worldwide through an extensive network of agents and international ofﬁ ces in 46 countries. The Group consists of ﬁ ve operating 
divisions providing a wide range of solutions and services.
“We have built an extensive presence around the world and established 
strong brand awareness in our key markets. We have a successful track 
record of delivering complex security projects worldwide and have an 
extensive ‘blue chip’ client base.”
Lt. Col Sir Malcolm Ross GCVO, OBE
Chairman
International Monitoring Services Ltd:
International Monitoring Services Ltd is the Westminster Group’s highly secure 24/7 Control & Command Centre.
The company operates a major 24hour Alarm Receiving Centre (ARC) which is built, operated and certiﬁ cated to the 
National Security Inspectorate (NSI) Gold standard, the highest level of independent certiﬁ cation in the UK and is capable of 
monitoring signals from tens of thousands of connections throughout the world.
www.international-monitoring.com Westminster Group plc  I  Annual Report & Accounts 2011
HEADING 4
Wes Wes Wes Wes Westmi tmi tm tmi tmi tm m tm t t nst nst nst nst ter er er er er e e Gro G G Gro Gro Gro G up up up up up up up u plc plc pl plc plc p I I  I  I I A A A A A  A  A A Annu nnu nnu nnu nnu nnu n n l l al l al al al Rep Rep Rep Rep Rep Rep Re Rep Rep ep Re ort ort ort ort ort ort ort ort ort t t &  &  &  & & & & & & & & & Acc Acc Acc Acc A Acc A A A A A oun oun oun oun oun oun un o o ts ts ts ts ts ts ts ts 2 201 201 201 201 201 2 1 1 1 1
H H HE H HE H HE HE E E E E E E HE E E E E E E E E E E E HE E E E E E E HE E E E E E E H HE E E E E E E E E E E E E E E E E E E E HE E E E E E E E E E E E E E E E E E HE E E E E E E E E E E E E E E E E E E E E E E E E H HE E E E E E E E E E EA A AD AD D D D D AD D D A AD D AD A AD D D A AD D AD D AD D D D D D D D D AD D D D AD D D D D AD AD D D AD D AD AD D A A A IN IN IN IN N NG G G G G G G G G G G G G G G G G G G G G G G G G G G G G G G G G G G G G G G G G G G G G G G G G G G G G G G G G G G 4 4 4 SAFETY SERVICES & EQUIPMENT 04
Safety Solution: Site Management Consultancy - Middle East
Westminster have been contracted to undertake safety & security audits for 
one of the largest and fastest growing telecoms companies in the Middle East.
Operating from several hundred sites in the region, the client has appointed 
Westminster as its consultant to undertake detailed audits and to report on the 
Building Management, Safety, and Security Systems, with a view to upgrading 
and improving the safety of their facilities.
The initial contract for 20 critical sites is to produce a gap analysis on the 
status of each building and report on security improvements that can be made.
$727k
Contract Value Westminster Group plc  I  Annual Report & Accounts 2011
Geographical Revenue Analysis
The Group’s international 
business is conducted on a global 
scale.
Worldwide World Class Protection
The focus of our business is to provide niche products and services to niche markets around the world. We do so through an expanding 
network of strategically located ofﬁ ces and agents in 46 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 46 countries
 Regional WSG Ofﬁ ces
 Agent locations
COMPANY OVERVIEW CONTINUED 05
 UK & Europe 25%
 Africa 22% 
46% Middle East 7%  Rest of the World  Westminster Group plc  I  Annual Report & Accounts 2011
HEADING 6
Westmi m nster Group plc  I  Annual Report & Accounts 2011
HE HEAD A ING 6 SECURITY SERVICES & EQUIPMENT  06
Security Solution: Covert Scanning Equiment - Africa
Westminster secured a multimillion GBP contract to supply specialist covert 
scanning solutions to a governmental client in Africa.
The equipment allows for covert scanning of vehicles and cargo allowing for 
the detection of contraband substances, drugs, explosives and stowaways at 
border crossings, airports, ports and other facilities. The system also allows 
for covert security and anti terrorism operations in an urban environment.
In addition to the equipment supply Westminster, via its Longmoor division, 
provided comprehensive training on covert security deployment techniques.
£Multi Millon
Contract Value Westminster Group plc  I  Annual Report & Accounts 2011
Airports & Aviation
Westminster’s wide portfolio of Fire, Safety, 
Security and Defence solutions and expertise 
in the provision of airport security is helping to 
protect airports throughout the world.
Banking
Westminster can provide security solutions for 
every aspect of the Banking and ﬁ nancial services 
industry .
Border Security
Westminster can provide a wide range of 
Border Security solutions for the surveillance, 
detection and screening of persons crossing 
national land, sea or air borders.
Buildings & Compounds
Threats to buildings & compounds are many 
and vary from the tangible to intangible. 
Westminster offers a wide range of equipment 
and solutions to counter such threats; from 
leak detection to blast protection.
Critical Infrastructure
Westminster has an extensive portfolio of 
solutions to protect critical infrastructure, 
such as electricity generation and distribution, 
water supplies, transport, tunnels and bridges.
Embassies
Westminster has a wide portfolio of products 
and services both for the protection of 
Embassies and Embassy staff worldwide.
Governments
Westminster is able to assist Governments and 
their agencies to deal with various security issues, 
whether it be protecting buildings, infrastructure, 
information or individuals or the gathering of 
intelligence or provision of systems for the ﬁ ght 
against crime, insurgency and terrorism.
Hotels, Clubs, Casinos & Bars
Anywhere where there are large numbers of 
people there is the potential for disturbance, 
unrest, fraud, criminal and even terrorist 
activity. Westminster offers a wide range 
of products and solutions to assist the 
management of these threats and to protect 
guests and patrons accordingly.
Military
Westminster can supply a wide range of non-
offensive military equipment and defence 
solutions such as RF jammers, armoured 
vehicles, mine detection and disposal 
equipment, protective clothing, ID systems, 
medical and trauma packs, survival equipment, 
diver detection sonar and perimeter detection 
systems.
Non-Governmental Organisations
Westminster has extensive experience of 
providing safety and security solutions to 
protect NGO’s such as the UN or World Food 
Programme in hostile areas around the globe.
Oil & Gas
Westminster can provide expert guidance 
on oil & gas production plants, pipeline 
infrastructure, pumping stations, terminals and 
even shipping and has a wide range of specialist 
ﬁ re and security solutions for the protection 
of such facilities, including advanced pipeline 
protection solutions.
Police & Law Enforcement
Westminster offers a range of covert and overt 
scanning and tracking solutions, data gathering 
solutions and protective equipment to assist 
the security services carry out their vital roles 
safely and efﬁ ciently.
Ports & Harbours
Westminster has a wide range of security and 
defence solutions which can be deployed to
protect ports & harbours including both 
land and marine based systems.
Power Stations & Utilities
Westminster can protect power stations & 
utilities using a range of specialist solutions 
including perimeter security, surveillance 
systems and specialist ﬁ re detection & 
suppression systems.
Prison & Detention Centres
Westminster provides a range of effective 
security solutions for prisons & detention 
centres to control and monitor the ﬂ ow of 
people moving in and out of the premises, as 
well as within the facilities themselves.
Schools & Hospitals
There is a growing concern around the world 
that schools and colleges are now becoming 
subject to violent crime. Staff in the healthcare 
sector are regularly subject to violent 
threats and attack from patients and guests. 
Westminster can advise on and supply a wide 
range of solutions to address this problem.
Theatres, Stadiums & Arenas
Large entertainment venues provide a 
unique set of safety and security challenges. 
Westminster can provide a vast array of 
security and safety solutions to help minimise 
risk and disruption and also provide structured 
and comprehensive training of ofﬁ cials in how 
to cope with threats and emergencies as well as 
risk assessment planning.
VIP & Personal Protection
Westminster provides comprehensive 
solutions for VIP protection. Individuals 
themselves can be protected using 
Westminster’s specialist and discreet 
personal security and close protection teams.
COMPANY OVERVIEW CONTINUED 07
A broad range of services
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.
Sectors
Sector Analysis
The four sectors in which 
the group operates are 
represented as follows.
 Fire 5%
 Defence 44% 
47% Security 4%  Safety Based on orders received Westminster Group plc  I  Annual Report & Accounts 2011
HEADING 8
Wes W Wes Wes es Wes es Wes Wes W Wes W Wes Wes Wes Wes W We Wes W Wes Wes Wes Wes W Wes Wes W Wes Wes W Wes Wes We W Wes W W Wes Wes Wes Wes We Wes Wes Wes es W W Wes Wes Wes We es Wes Wes W Wes Wes We We Wes We e es s W W We We e We We Wes s s W s W s s s W W tmi tmi tmi tmi tm tm t tm tmi tm tm mi m tmi t tmi tm tmi t tmi tm tm tmi tmi m t tm m tm mi mi i i t t tmi t t t t tmi mi t tmi t tm tm m mi i t t t tmi mi t t t t t t t tm tm t t t t n n n ns ns nst nst st n n nst st st nst nst nst nst st st t t t t t n t n n n n t t n e er er er er er er e er er e e e e er er er e er er e e e er e e e e er e e e e Gr Gr G Gro Gro Gro Gr Gro Gro Gro ro ro Gro Gr Gr G G Gr Gro o r Gro ro ro Gr ro o Gro o Gr ro o Gro o ro o o o G G G G o o o o G ou u up up up up up up up up p up up u up up up up p p p p p p p p pl lc lc lc lc c c p p c p pl pl lc p c lc p p plc p p c c p p p p  I       I I I     I  I  A A A A A A A A A A  A A A A A A A A A A A A A  A A A A A A A A A A A A A A A A A A A A A A A A A A A A A A A A A A A A A A A A A A A A A A A A A A A A A A A A A A A A A A A A A A Ann n nn n n n nn n nn n n n n n nu u u u u n n nn n n nu nn nn n nn n nu nn n n n nn n nn nn nn n n n n n nn n n n nnu n nn nu n n n n n n nn nn n nn n n nu n n nnua a a a a a a a al l l l l l a a al l a a a a a a a a a a a R R p R R R Re Re Re e Rep Rep Rep Rep R Rep ep R R Rep Rep R R R R R R R R R Rep R p Rep port or ort rt rt t t ort ort rt ort rt rt t or o or or or o & & & & & & & & & &  Ac A Acc Acc A Ac Acc cc cc Acc Acc Ac Acc Acc A A c A A c c c c c c A c c c A A coun oun oun oun oun un oun oun oun oun oun oun n oun n oun ou un o ou ou ou o nts t ts t ts t ts ts ts ts ts ts s s s ts t ts t 2 2 2 2 2 2 2 20 0 0 0 20 20 20 20 0 0 0 01 01 1 1 2 20 20 0 01 1 2 201 2 2 2 201 2 20 0 20 0 2 2 1 2 1 0 20 2 2 2 1 0 0 0 1 1 1 1 1 1 1 1 1 1
HE EAD ADIN IN N NG G G G 8 8 DEFENCE SERVICES & EQUIPMENT 08
Defence Solution: Royal Palaces Protection - Middle East
This multimillion GBP contract involved the protection of a number of Royal 
Palaces within the Middle East and was secured following a lengthy tender 
process including stringent operational assessment trials.
Under the contract, Westminster are providing advanced detection and 
surveillance equipment including advanced radar and sonar systems for the 
protection of the approaches to the palaces from both land and sea. The 
project also includes thermal imaging surveillance equipment networked to 
an advanced integrated central Control & Command system.
£Multi Millon
Contract Value Westminster Group plc  I  Annual Report & Accounts 2011
CHAIRMAN’S STATEMENT 09
Overview
I am pleased to present the accounts of 
Westminster Group plc for the year ended 
31 December 2011. We delivered a strong 
performance during the year both in 
terms of orders and revenue, culminating 
in record revenues of £10.1m, some 
265% of those in 2010. This resulted in an 
underlying (adjusted for the items in note 
4) operating proﬁ t £0.65m in the second 
half of the year which helped reduce the 
operating loss before taxation by 62 % to 
£1.6m (2010: loss £4.2m). 
Our strong brand and international 
reputation has helped us win several 
multi-million pound contracts in 2011 
as well as numerous other signiﬁ cant 
contracts from prestigious clients 
around the world. Demand for our 
services continues to grow and we are 
experiencing record enquiries, increasing 
order ﬂ ow, improving margins and 
conversion rates. I am pleased to report 
that the momentum established in 2011 
has continued into 2012 and we have 
already secured a major multi-million, 
multi-year recurring revenue contract.
Strategy
In the difﬁ cult economic climate faced 
by many countries in the western world 
today, our decision to focus on being an 
export led business operating globally but 
with a primary focus on the high growth 
and emerging economies of the Middle 
East, Asia and Africa can be seen to be 
a wise one. 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. Our agency network has grown 
and strengthened during the year, and 
in 2012 we announced our ﬁ rst franchise 
in Nigeria.  We continue to work with 
potential strategic investors as they can 
bring added value to the business, and we 
were pleased in April 2012 to receive a 
£0.5m strategic investment.
Our strategy is to continue with this 
model and to expand our international 
footprint and broad range of products and 
services with an increasing focus on high 
margin and long term recurring revenue. 
A key part of this strategy on building a 
recurring revenue model is to develop 
long term ‘managed services’ business 
and we have made a good start in that 
respect with the latest airport contract 
secured in February 2012 which is a multi-
million pound, multi-year contract for the 
provision of complete security services 
at a West African airport. I am pleased to 
report this project is already underway 
and producing revenue. I am also pleased 
to report that we are in discussions 
regarding a number of other potentially 
similar projects.
Corporate governance
In our industry it is vitally important that 
we maintain the highest standards of 
corporate governance. You will see in the 
Directors’ report on corporate governance 
all 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
We strengthened the executive board 
during the year with the appointment 
of Ian Selby as CFO in July and he has 
quickly become a valued member of the 
team, and Matt Wood as a non executive 
director in December. 
I would like to take the opportunity 
to express my appreciation to all our 
employees, both in the UK and overseas, 
who have worked extremely hard during 
the year.  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 and 
their dedication is crucial to how we are 
able to rapidly grow our business and 
develop our worldwide reputation. We 
have been strengthening our senior team 
in 2011 and 2012 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.
Finally, I would like to thank you, our 
shareholders for your continued support.
Lt. Col. Sir Malcolm Ross GCVO, OBE
Chairman
30 May 2012
“Our strong brand and international reputation has helped us 
win several multi-million pound contracts in 2011 as well as 
numerous other signiﬁ cant contracts from prestigious clients 
around the world.”
Lt. Col Sir Malcolm Ross GCVO, OBE
Chairman
FIRE I SAFETY I SECURITY I DEFENCE Westminster Group plc  I  Annual Report & Accounts 2011
CHIEF EXECUTIVE OFFICER’S REPORT 10
Business Overview
The Group’s principal activity is the 
design, supply and ongoing support of 
advanced technology security, defence, 
ﬁ re and safety solutions, together with 
risk management, close protection and 
training services. Our principal clients 
are governments and related agencies, 
non-governmental organisations (NGOs), 
military establishments, airports, sea 
ports, banks, power stations and blue 
chip commercial organisations worldwide. 
2011 has been a year of record 
achievements marking an inﬂ ection point 
for the Group. The investment we have 
made over the last few years in building 
our global presence has begun to produce 
meaningful results.
Our vision is to build a global security 
business focused 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 all this 
effort and investment. We have a truly 
global footprint with over 100 agents and 
ofﬁ ces in 46 countries, we have a track 
record of successfully delivering complex 
security solutions around the world and 
have an extensive and impressive ‘blue 
chip’ customer base. We operate one of 
the largest security websites in the world 
(www.wi-ltd.com) and are now receiving 
record levels of enquires and have an 
active quote bank of over £350m. We 
are securing substantial orders including 
several multi-million pound contracts, 
and in 2011 produced a record revenue 
performance with sales of £10.1m, 265% 
of those recorded in 2010. 
This momentum is continuing into 2012 
and we have already secured a wide 
range of contracts around the world 
including a 15 year contract with a 
potential value well in excess of $150m 
for ground security services at a West 
African airport. This brings to the group a 
powerful, transactionally driven recurring 
cash ﬂ ow, and we are in active discussions 
to replicate this model.  We believe that 
such deals are transformational for our 
business and thus for shareholder returns.
Our Markets
We are a British based but internationally 
focussed and export led security business 
with our focus outside of the UK being 
predominantly the high growth regions of 
the Middle East, Asia and Africa, but with 
growing interest from South America and 
Eastern Europe. 
We operate in a market which is 
huge, growing and unlikely to see any 
contraction in the foreseeable future. 
Hundreds of billions USD are spent 
by Governments and corporations 
annually on security issues. Today, as 
we face international terrorism on a 
global scale, the fundamental need to 
protect national borders, transportation 
and infrastructure, buildings, assets 
and people is a matter of the highest 
importance.
Many developing economies are now 
ﬂ ourishing thanks to the discovery of and 
demand for minerals and other natural 
resources together with opportunities 
presented by international trade. In 
order to fully capitalise on these market 
opportunities, Governments and large 
national and multinational corporations 
are being forced to invest in effective 
security, defence, ﬁ re and safety 
solutions, to protect their interests 
from the continuing signiﬁ cant threat 
of international crime and terrorism. 
Economies in many parts of Asia and 
the Middle East are ﬂ ourishing however 
civil unrest together with national, 
geographical and religious disputes all 
drive the need for effective security 
solutions. Frequently the competitive 
landscape in these territories is 
underdeveloped and fragmented.
To be successful in this market 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 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 to the reasons 
previously given and the logistical and 
cultural difﬁ culties in dealing with many 
diverse countries around the world and 
even fewer who can do so in 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. 
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. 
The scope of our services ranges from 
the regular supply of a wide array of 
“We are delivering on our vision and are now seen as a truly global 
security business. We have a strong management team and an 
experienced board of Directors. Accordingly we are conﬁ dent 
of a solid performance for 2012 and exciting growth prospects 
beyond.”
Peter Fowler
Chief Executive Ofﬁ cer Westminster Group plc  I  Annual Report & Accounts 2011
 11
products and services to the design and 
provision of large scale major projects 
to our governmental and commercial 
clients worldwide. Whilst the provision 
of large scale major projects may have 
long lead times and can be subject to 
delays such as those experienced in 2010, 
it is such projects that we believe can 
deliver substantial growth. In this respect 
we made good progress in 2011 securing 
several large scale prestigious contracts.
Strategy
The Group’s strategy is to build 
shareholder value through the generation 
of long term recurring proﬁ table cash 
ﬂ ows.
Our vision of building a global security 
business has meant our strategy in recent 
years has been devoted to establishing 
a credible worldwide network of agents 
who can provide in-country logistics 
support, manpower, intelligence and, 
critically for our clients, on-going service 
support once we have provided the goods 
or services. We now have an extensive 
agent network in 46 countries covering 
every continent (with the exception 
of Antarctica), which has helped us 
achieve our global exposure. However, 
our strategy is to build on and improve 
this network replacing underperforming 
agents. As this agent network has 
matured, ‘Super Agents’ have evolved 
in key markets who have the size and 
ﬁ nancial strength to prime and ﬁ nance 
major contracts. 
Additionally, in 2012 we have introduced 
a franchise model which allows the 
franchisee to operate exclusively under 
the Westminster brand in the given 
territory. They are responsible for setting 
up ofﬁ ces and marketing in accordance 
with the Westminster brand.  This is at 
their cost and is subject to the payment 
of an annual franchise fee to Westminster. 
All goods and services will continue to 
be sourced centrally via Westminster. 
This means we achieve greater brand 
awareness and in-country representation 
at no cost and for no loss of margin, 
indeed this is revenue enhancing due to 
the franchisee fee. It is a good model, is 
already now in operation and something 
we intend to roll out to other regions.
The next stage of our strategy is to 
deliver increasing recurring revenue 
streams both from the maintenance and 
servicing of the equipment and systems 
we are delivering around the world and 
also from the expansion of our Alarm 
Receiving Centre (ARC).
In addition we are also moving towards 
being a managed services business by 
providing long term recurring revenue 
services, an example of such is the recent 
15 year airport contract
We are committed to delivering this 
strategy largely through organic growth, 
but complemented by strategic and 
earnings enhancing acquisitions.
Divisional Review
Our strategy of building a global security 
business is very much on track and I 
am pleased to report we delivered a 
strong performance in 2011 with record 
enquiries, record orders and record 
revenue performance from our activities 
worldwide.
We are encouraged that not only are our 
enquiry levels for our group services now 
at an all time high, averaging around 345 
per month, but the size and complexity 
of the enquiries we receive is growing 
also which is a testament to our growing 
international reach and reputation.
We have made good progress with 
integration and expansion of all our 
operating subsidiaries and now have a 
complementary group of companies which 
enable us to offer clients a complete 
end to end solution for all their needs 
including consultancy, risk assessments, 
installation, maintenance & monitoring 
of technology solutions, the provision 
of specialist equipment, the supply of 
manned security and comprehensive 
training services
A review of Group companies follows:
Westminster International 
Our international business had an 
excellent year both in terms of revenue 
and expansion. We have strengthened 
our business development team with new 
appointments and continue to expand 
our international agent network with new 
agents in Malaysia, Indonesia, India and 
Turkey.  We now have over 100 agents in 
46 countries.
We hosted numerous delegations 
from governments, organisations and 
corporations at our UK head ofﬁ ce for 
presentations and demonstrations at 
our 4.5 acre demonstration grounds. 
We carried out a number of large scale 
trials of technologies for potential clients 
both here in the UK and overseas. We 
travelled extensively around the world 
meeting with agents and potential 
customers etc including a number of 
senior governmental ﬁ gures in different 
countries.
Westminster International has secured 
and delivered the international contracts 
listed in the Global Markets Review 
below.  We have a signiﬁ cant active quote 
bank and are negotiating on a number 
of very large projects any one of which, 
if secured, would further transform our 
business.
Longmoor Security 
Longmoor is our close protection and 
training business which is now performing 
well and its training courses are running 
at an all time high.
In July 2011 we appointed a new Chief 
Operating Ofﬁ cer, Major (retd) Keith 
Wright who has transformed Longmoor 
and has brought added professionalism 
and direction to the business.  The 
company has seen a dramatic 
improvement in operational performance 
since his arrival. Prior to joining 
Longmoor, Keith had an illustrious service 
career including 34 years unbroken 
service with the Special Air Service where 
he was ultimately in charge of training 
services.
Enquiries for training courses are at an all 
time high, which is helped by the several 
thousand leavers from the UK forces who 
receive a resettlement allowance on 
leaving which may be used for funding 
training courses such as Longmoor.
In addition Longmoor is receiving 
increasing enquiries for large scale 
training and operational services from 
governments and security organisations, 
and we are optimistic of future growth in 
this business 
RMS (CTAC) Integrated Solutions 
Following our acquisition of CTAC in  Westminster Group plc  I  Annual Report & Accounts 2011
CHIEF EXECUTIVE OFFICER’S REPORT CONTINUED 12
April 2010 we have now stabilised and 
restructured the business. The installation 
side of the business has now been merged 
with our existing UK systems integration 
business, RMS, and the combined entity 
is now trading as RMS (CTAC) Integrated 
Solutions This will serve to improve 
customer service whilst reducing our 
ongoing cost base. The Alarm Receiving 
Centre (ARC) which was part of the CTAC 
acquisition has been separated into 
its own entity International Monitoring 
Services (see below).
The combined RMS (CTAC) business 
had a good year and secured several 
new contracts including a major UK 
Stately Home worth several hundred 
thousand pounds in revenue. The 
business continues to serve a wide range 
of UK customers including a major UK 
utility and has over 1,000 sites under 
maintenance.
The Group is pursuing warranty claims 
against the vendors of CTAC and hopes to 
reach a resolution during 2012.
International Monitoring Services 
The strategic objective of acquiring CTAC 
in 2010 was to acquire its 24 hour Alarm 
Receiving Centre (ARC) which generates 
regular recurring revenue and has very 
substantial capacity for expansion. The 
ARC is built, operated and certiﬁ cated to 
the National Security Inspectorate (NSI) 
Gold standard, the highest level of such 
certiﬁ cation in the UK, and monitors 
alarm and video signals from over 1,000 
systems across the UK.
The ARC has now been established as an 
independent operating division under 
the name of International Monitoring 
Services which more closely reﬂ ects the 
international services the centre will 
be providing. Whilst relatively small in 
2011, we have invested in a dedicated 
sales resource to support anticipated 
growth. We are already in discussions 
with several major corporations and 
governmental clients around the world 
regarding the provision of large scale 
monitoring services, which, if successful, 
would generate signiﬁ cant additional 
recurring revenue. In addition we are 
differentiating from the commoditised 
UK market by  offering a range of high 
value additional services such as asset 
tracking, lone worker monitoring and 
travel services.
Global Markets Review
In 2011 we delivered a wide range 
of services and solutions to clients 
worldwide and a review of just some of 
that activity is given below. 
The Middle East
The Middle East remains a key focus 
market for us and one we have been 
actively developing throughout the year 
with considerable success.
We secured a major multi-million pound 
contract to provide comprehensive 
security including radar, sonar and 
specialist surveillance equipment to 
protect a number of Royal Palaces in 
a Gulf country. This is an extremely 
prestigious contract award that was 
won against major multinational 
competitors following technical trials 
and demonstrations of our solutions. 
The project took several years from 
initial enquiry to contract award and is 
illustrative of the length of time that can 
be involved in major projects of this type.
Other projects include vehicle control 
equipment for the Royal Commission 
in Saudi Arabia, explosive detection 
equipment for the Japanese Embassy in 
Iraq, a major consultancy contract for 
a major telecommunications company 
within the Middle East, Blast suppression 
equipment for a major client in the 
UAE and X-Ray screening equipment to 
a number of countries including Iraq, 
Palestine and Lebanon
Africa 
Africa is an important market for us and 
one where we see signiﬁ cant growth 
opportunities. This view is supported 
by a recent IMF report which stated 
that seven out of the 10 fastest growing 
economies in the world in 2012 will be 
in Africa. We see the African commodity 
boom generating additional security 
requirements as governments and private 
organisations seek to protect their 
infrastructure and assets.
During 2011 we continued to secure a 
wide range of contracts for a diverse 
range of equipment in the region. For 
example we secured a multi-million 
pound contract to supply specialist 
scanning vehicles to a West African 
police force, we supplied personnel 
monitoring equipment to Morocco, we 
protected a major oil company’s premises 
in Egypt against blast damage, we 
supplied advanced security investigation 
equipment to the security services in 
Southern Africa as well as a wide range 
of security equipment and solutions 
to countries such as Algeria, Rwanda, 
Uganda, Republic of Sudan, Tunisia and 
South Africa.
The Americas 
We see South America as a potential 
growth market and our activities in the 
region continue to grow. We have secured 
a number of valuable contracts in the 
region including x-ray scanning equipment 
for the prison service in Guyana, CCTV 
surveillance to the UN in Haiti, poison 
detection equipment to the USA. We also 
carried out a major security audit for a 
high proﬁ le client in Mexico, supplied 
personal safety equipment to a Juvenile 
Detention Centre in the USA, specialist 
shoe scanning equipment to Sony within 
the USA as well as other equipment to the 
Americas and Canada
Asia Paciﬁ c
The Asia Paciﬁ c region is another key 
focus area for the Group where we 
anticipate growing demand for our 
services.  We have received a number of 
signiﬁ cant enquiries for our products and 
services in the region during 2011 and 
secured a number of contracts including 
specialist vehicle surveillance equipment 
to Siemens in India, radiation detection 
equipment to Japan, covert surveillance 
and counter terrorism equipment to 
Vietnam, explosive detection and other 
security equipment to embassies and 
organisations in Afghanistan together with 
a range of equipment and solutions to 
countries such as Thailand and Malaysia. 
UK & Europe
Whilst Westminster is principally focused 
on providing niche products and services 
to international growth markets, the UK 
is the main focus for RMS (CTAC) and the 
vast majority of our Longmoor training is 
currently with UK customers.
During 2011 we achieved a number  Westminster Group plc  I  Annual Report & Accounts 2011
  13
of notable contract awards including 
integrated solutions to several high net 
worth properties in the UK including a 
stately home, a CCTV control centre for 
Wembley, security protection to a major 
Gulf State embassy in London and various 
solutions to major clients such as South 
Hook LNG, British American Tobacco and 
the Foreign and Commonwealth Ofﬁ ce 
(FCO).
In addition we continue to deliver 
multiple products to the UK Prison 
Services, as well as protecting a large 
number of UK Utility sites.
Current Trading and Outlook
The strong momentum and trading we 
experienced during 2011 has continued 
into 2012. 
In January 2012 we launched our new 
aviation security business to focus on 
our ever increasing aviation business. 
At the same time we recruited an 
extremely experienced aviation security 
expert, Dr Philip Jackson, as the new 
Chief Operating Ofﬁ cer of the business. 
In February 2012 we secured a 15 year 
airport security contract in West Africa 
for the provision of a wide range of 
detection and surveillance technologies 
as well as the deployment of security 
personnel within the terminals, the 
airside zone and the airﬁ eld perimeter 
with fees paid by the airlines based on 
embarking passenger numbers.  This is 
our largest ever contract.
When we initially announced this contract 
in February we announced a potential 
revenue value in excess of $150million 
USD over the term of the contract, 
however following a review of operations 
and potential growth in passenger 
numbers we revised our estimates and 
updated the market in April suggesting 
that we may achieve the forecast ﬁ gure 
of $150m by the year 8 break point rather 
than the full contract term of 15 years. 
Should that be the case, the revenue 
potential for the full contract term would 
be substantial.  
I am pleased to announce our operations 
at the airport in question formally 
commenced on 1st May 2012 and we have 
already made a notable difference to the 
airport’s and travelling public’s security. 
Within the ﬁ rst two weeks of operations 
we have arrested an intruder on the 
runway, detected a person carrying 
a weapon before they reached the 
aircraft, discovered a package with illegal 
contraband, dealt with a left luggage 
parcel including using explosive detection 
dogs and discovered a person trying to 
smuggle currency out of the country 
concealed within their clothing. We have 
received recognition from international 
bodies for the considerable improvements 
we have made to the airport security 
which is likely to lead to more airlines 
looking to bring operations to the airport, 
further increasing revenues. The ﬁ rst 
few weeks of operations and review of 
passenger numbers would indicate that 
our revenue expectations are sound and 
that the growth potential is real.
In addition to the airport contract 
mentioned above we have secured a 
contract to supply scanning and detection 
equipment to an airport in Saudi Arabia as 
well as a sizable contract for the supply 
of security equipment to the security 
services of a Sub-Saharan government.
In May 2012 we also announced the 
opening of the new Longmoor Training 
Academy in response to the increasing 
demand for Longmoor CP courses 
which will enable the Company to 
further expand the range and scope of 
its courses, both residential and non-
residential. New courses offered will 
include: expanded ship’s security ofﬁ cer 
training, conﬂ ict management, hostile 
environment awareness advanced trauma 
medical, hostage rescue and survival 
training, major incident management and 
communications.
The Academy is a 19,000 sq ft, 30 
bedroom, self contained training centre 
comprising of a number of training 
rooms, lecture halls, catering and leisure 
facilities all set within 442 acres of 
grounds in central England with easy 
access to the M40. The Academy has been 
secured on a leasehold basis of an initial 
12 month term with the option to extend 
for a further 4 years. The unrestricted 
access to the facilities will allow for 
signiﬁ cant operational efﬁ ciencies to 
be achieved resulting in a wider range 
of courses being offered and at better 
potential proﬁ t margins.
We continue to receive record levels 
of enquiries and to demonstrate our 
ability to deliver complex and innovative 
solutions and secure a broad range of 
contracts in our target markets globally. 
Westminster’s reputation in these markets 
is signiﬁ cantly enhanced with each new 
contract delivered.
We have a solid order book, growing 
recurring revenues, improving gross 
margins, a robust business plan and 
vision. We have clear strategic goals 
and objectives and a commitment to 
the continuing development of our 
operational infrastructure. We are 
delivering on our vision and are now 
seen as a truly global security business. 
We have a strong management team 
which has been further strengthened 
and an experienced board of Directors. 
Accordingly we are conﬁ dent of a solid 
performance for 2012 and exciting growth 
prospects beyond.
Peter Fowler
Chief Executive Ofﬁ cer
30 May 2012
PORT I AIRPORT I UTILITIES I INFRASTRUCTURE Westminster Group plc  I  Annual Report & Accounts 2011
CHIEF FINANCIAL OFFICER’S REPORT 14
Income Statement
I am pleased to report that the Group 
achieved record order intake of £14.8m 
(2010: £3.2m), this resulted in revenues 
of £10.1m, 265% of the £3.8m recorded 
in 2010. The beneﬁ t of these orders was 
largely felt in the second half of the year 
with revenues of £8.2m (2010: £1.6m) 
being achieved. These orders included 
a substantial element of higher gross 
margin solution sales which drove overall 
gross margins for the year from 10% to 
24%. The Group remained an export led 
organisation with 74% (2010: 43%) of its 
revenues being non-European markets. 
We are particularly pleased that export 
sales to high growth markets such as the 
Middle East and Africa grew by 460% to 
£7.4m (2010: £1.6m).
Administrative costs were £4.1m (2010: 
£4.6m).  When adjusted for the items 
detailed in note 4 to the accounts, the 
underlying operating cost base was 
reduced by approximately 3% to £3.1m 
(2010: £3.2m). The average number of 
employees during the year was 64 (2010: 
66).  In the second half of the year 
administrative cost reduction programs 
were put in place, the full beneﬁ t of 
which should be felt in 2012 and this 
will enable resources to be redirected to 
support the growth of the business. 
The Group generated operating proﬁ t 
of approximately £0.28m (2010: loss 
£3.10m) in the second half of the year 
and consequently the annual operating 
loss fell by 62% to £1.6m (2010: £4.2m). 
When adjusted for the items detailed in 
note 4, the underlying operating proﬁ t in 
the second half year was £0.65m (2010: 
loss £1.8m), and therefore the annual 
loss on this basis was reduced by 77% to 
£0.65m (2010: loss £2.8m). 
Financing costs were £0.4m (2010: £0.2m) 
which included £0.3m (2010: £0.1m) from 
the 2014 convertible loan note which was 
revised in October 2010.  The remainder 
of the ﬁ nancing costs relate to other 
smaller loans of £0.1m (2010:  £0.02m).  
Finance income of £0.04m (2010: £0.14m) 
arose from the annual revaluation of 
the embedded derivative within the 
convertible loan note.  The taxation 
charge of £0.73m (2010: gain £0.38m) 
represents the reversal of the previously 
recognised deferred tax asset held at 31 
December 2010 which was reversed in our 
interim results for the six months ended 
30 June 2011. 
The overall loss for the year after tax was 
therefore reduced by 29% to £2.7m (2010: 
£3.8m).
Statement of Financial Position
The group’s principal assets are £0.4m 
cash (2010: £0.3m), trade receivables 
of £1.0m (2010:  £0.9m) and the 4.5 
acre freehold site at the head ofﬁ ce 
in Banbury which is carried at £0.9m.  
Improved commercial payment terms 
were achieved with customers (such as 
conﬁ rmed letters of credit and payments 
in advance) on orders received in the 
year.  This reduced the average credit 
period taken by customers from 109 days 
to 48 days. 
Trade payables increased to £1.3m 
(2010: £1.0m) as business volumes rose. 
Similarly deferred income rose to £0.45m 
(2010: £0.19m) on the back of increased 
contract wins and sales volumes. At 
the end of the year performance bonds 
relating to a single contract of £0.17m 
(2010: £0.23m) were outstanding. The 
Group fully impaired the opening £0.6m 
carrying value of amounts due from an 
African government. These arose from 
a contract announced in 2008, and no 
revenue was recorded against this in 
2011. This impairment has been taken 
due to uncertainty as to the eventual 
timing of the receipt as a result of 
instability in that country. However 
as the Group is in active dialogue 
regarding further growth opportunities 
in that country, it does expect this to 
be collected at a future date and will 
recognise the proﬁ t at the point when 
cash is collected.
During the year the Company issued 
5,375,004 shares for cash raising £0.65m 
(prior to costs of £0.03m) which was used 
for general working capital purposes. The 
Company took out a short term loan of 
£0.15m in May 2011, of which £0.08m was 
outstanding at the balance sheet date. 
The company is engaged in constructive 
discussions regarding a variation or 
reﬁ nancing of the convertible loan note 
and will update the market accordingly.  
On 27 April 2012 the Company issued and 
allocated 2,941,176 ordinary shares for 
cash to a strategic investor, raising £0.5m 
which will be used for working capital 
purposes and to support the rollout of the 
African airport project.
Cash Flow Statement
Our net cash ﬂ ow improved by 159% to 
£0.15m (2010: £0.06m). This was largely 
due to stronger trading which reduced the 
outﬂ ow of cash from operating activities 
by 83% to £0.2m (2010:£1.2m).
Loss Per Share
The group recorded a much reduced 
basic and diluted loss per share of 10.19p 
(2010: loss 20.54p)
“I am pleased to report that the Company achieved record 
revenues of £10.1m (2010: £3.8m). The growth of 265% was 
driven by a record sales order intake of £14.8m (2010: £3.2m)”
Ian Selby
Chief Financial Ofﬁ cer Westminster Group plc  I  Annual Report & Accounts 2011
  15
Key Performance Indicators
The main performance indicators 
used in 2011 were gross proﬁ t margin, 
operating proﬁ t and loss and individual 
job proﬁ tability. The Group management 
information contains signiﬁ cant detail 
concerning operational performance and, 
as well as the above measures, the Board 
reviews the ratio of operating proﬁ t to 
operating cash ﬂ ows, administrative 
expenses compared to budget as well as 
debtor ageing and revenue visibility.
In addition to the main ﬁ nancial 
indicators, the Board reviews a range of 
non-ﬁ nancial indicators. The business is 
long-term in nature, major projects can 
take years to develop to the point of 
order. Therefore operational management 
monitors enquiry activity very closely. 
The Group maintains an extensive quote 
book of live enquiries which are reviewed 
on a regular basis with all call activity 
logged. We particularly focus on those 
enquiries where decisions are expected 
imminently. In addition, the number 
and average size of orders are carefully 
reviewed to identify any emerging trends 
in order sizes or products demanded. The 
use of these indicators ensures that we 
are informed of, and in control of, the 
ﬁ nances of the Group.
The following table shows the key non-
ﬁ nancial indicators that are relevant to 
the Group
The number of enquiries is rising 
substantially each year, which is an 
important indicator of the effectiveness 
of the Group’s marketing efforts. This 
demonstrates how large individual orders 
can have a dramatic impact on the results 
for the year. 
The nature of the Group’s business has 
always meant that precise timing of 
orders and deliveries against them can 
be difﬁ cult to forecast. This is frequently 
due to matters beyond the Group’s 
control.  Our strategy of increasing 
recurring revenues to offset this volatility 
has moved forwards and since the year 
end, the Group has signiﬁ cantly grown 
the recurring revenue base with the 
African airport contract which was won 
in February 2012.  We look to this and 
similar long term recurring revenue 
prospective sales to underpin the Group’s 
cash ﬂ ows going forward to remove the 
volatility which is inherent with large 
single sales orders.
Ian Selby
Chief Financial Ofﬁ cer
30 May 2012
BANKS I EMBASSIES I HOTELS I STADIUMS
2011 2010
Order Intake (£m) 14.7 3.2
Quote Bank (£m) 350 300
Average number of sales 
enquiries per month 345 300
Closing order book (£m) 4.7 0.2 Westminster Group plc  I  Annual Report & Accounts 2011
BOARD OF DIRECTORS 16
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 44, 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 38, 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 2011
DIRECTORS’ REPORT 17
The Directors present their report and the audited ﬁ nancial statements for the year ended 31 December 2011.
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 46 countries at 31 December 2011. These agents typically generate 
sales leads and work with the Group in preparing tender documentation. The majority of the agents are based in the Middle East, the 
Far East and Africa.
Review of business, future developments and key performance indicators
A full review of the business and future developments, incorporating key performance indicators, is set out in the Chief Executive 
Ofﬁ cer’s and Chief Financial Ofﬁ cer’s reports.
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 The Hon. Sir Michael Pakenham KBE CMG
N.P . Mearing-Smith (resigned 30 June 2011) Matthew Wood BSC ACA (appointed 7 December 2011)
R.W. Worrall
I.R. Selby (appointed 1 July 2011)
Risk management objectives and strategy
The Group faces a number of risks posed by international expansion, the solvency of contractors, start date risks as well as political 
risks. The Group 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, which 
will generate a high margin monthly cash ﬂ ow going forwards and billings have commenced in May 2012.  The Group is also in 
dialogue with various strategic investors (such as the investor subscribed for £0.5m of new shares on 30 April 2012) in respect of 
further funds which will support the expansion of the business and will provide additional working capital.  The Group is also in 
active and constructive discussions regarding the reﬁ nancing of the existing convertible loan note to a basis which will reduce the 
associated interest charge and management fee. As ever there is no guarantee as to the eventual timing and outcome of these 
negotiations but the Directors believe that based on the current state of discussions such investments can be achieved. 
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  Westminster Group plc  I  Annual Report & Accounts 2011
DIRECTORS’ REPORT CONTINUED 18
strength and helps minimise operational risk.
The main ﬁ nancial risks are set out in note 30. At the balance sheet date in 2011, the most signiﬁ cant risk was in respect of the 
amount due on the Juba contract. However this is excluded from all working capital assumptions and models which management use. 
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 (2010: 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 15 May 2012 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 Number of Shares % of issued capital
H Jamal 4,000,000 12.13
Easthope (IOM) Ltd 2,941,176 8.92
Northcote (IOM) Limited 2,389,602 7.25
Credit Agricole Cheuvreux International 1,420,000 4.31
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 69 days (2010: 107 days). This improvement was due to the improved trading 
performance of the group and stronger cash collections enabling creditor stretch to be reduced. The ratio of amounts owed by the 
Company to trade creditors at the year end to total purchases during the year was 72 days (2010: 58 days).
Share price 
During 2011 the Company’s share price ranged from 8p to 23.5p and the share price at 31 December 2011 was 9.5p (2010:15.75p).
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
Fundraising 
On 30 April 2012 Westminster Group plc issued and allotted 2,941,176 new ordinary shares of 10p each representing approximately 
9 per cent. of the enlarged issued share capital of the Company at a price of 17p per share, to a new strategic investor who has 
signiﬁ cant interests in West Africa, raising £500,000.  Expenses were negligible. 
African Airport Contract    
On 17 February 2012 the Group signed a contract , which has a potential revenue value in excess of $150million USD over the 15 year 
term of the contract, to provide comprehensive ground security operations at the main international airport of a West African nation.
The contract involves the provision of a wide range of detection and surveillance technologies as well as the deployment of security 
personnel within the terminals, the airside zone and the airﬁ eld perimeter.
Following a two month pre-deployment transition period, operations commenced on 1 May 2012. Revenue is generated by a per 
passenger fee denominated in USD, payable directly to the Group  by airlines using the airport and is expected to generate fees 
of $4.5m in the ﬁ rst twelve months of operation. Our initial revenue forecast for the West African airport contract was calculated 
and based on only 100,000 passengers during 2011, with modest passenger growth over the term of the contract. It did not allow 
for revenues from cargo scanning, additional services or fare increases throughout the entire contract period, all of which could 
be signiﬁ cant. Westminster has the contractual right to make such charges, as well as to provide services at all airports in the 
country. Recent data indicates that passenger numbers are now expected to be ahead of forecast and forward growth rates may be 
signiﬁ cantly ahead of previous estimates as the country of operations is forecasted to have one of the fastest GDP growth rates in 
the world, and has discovered large natural resource deposits including oil and iron ore. A new and enlarged terminal capable of 
accommodating up to 900,000 passengers per year is due to open later in 2012. Given all of the above, our initial aggregate $150m 
revenue forecast could be achieved by the contract’s 8 year break point rather than the full contract term of 15 years. Should that 
be the case, the revenue potential for the full contract term would be substantial Westminster Group plc  I  Annual Report & Accounts 2011
 19
Services are delivered through Westminster Aviation Security Services Limited (“WASS”) (a wholly owned subsidiary of the group), and 
its local trading associate company.   The latter was incorporated on 20 April 2012 and Westminster Aviation Security Services Limited 
which in turn will have a signiﬁ cant investment in and management control of this local legal entity which will deliver the services in 
the country. 
Training Academy
In May 2012 a 12 month lease has been entered into, for a training facility to be used by Longmoor Security. The rental is £15k per 
month for the 12 months, and the agreement includes an option for an additional 4 years.
Going Concern
The ﬁ nancial statements 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.
As explained further in note 2, the Directors have a reasonable expectation that the Group has adequate resources to continue in 
operational existence for the foreseeable future. For this reason they continue to adopt the going concern basis in preparing the 
ﬁ nancial statements.
Auditor
In accordance with s489(4) of the Companies Act 2006 a resolution to reappoint Grant Thornton UK LLP as auditor will be proposed at 
the Annual General Meeting to be held on 27 June 2012
On behalf of the Board
P.D. Fowler I.R. Selby
Director Director
30 May 2012
Registered number 3967650 Westminster Group plc  I  Annual Report & Accounts 2011
REMUNERATION COMMITTEE REPORT 20
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 (appointed 7 December 2011)
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. For the years ended 31 December 2011 and 2010 no bonus payments were payable.
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 24, 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.
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 18,000 Westminster Group plc  I  Annual Report & Accounts 2011
 21
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 £15,000.00 p.a., payable quarterly 
in arrears and CMS is retained on a monthly retainer for the provision of corporate services to the company at an annual rate of 
£25,000.
Executive and Non-Executive Directors’ remuneration package and interest in share capital
Details of the Executive and Non-Executive Directors’ remuneration and interest in share capital for the year ended 31 December 
2011 are as follows:
Audited
Basic salary/fee Beneﬁ ts in kind
Group national 
insurance cost
Share Based
Payment cost
Total cost of 
employment
Executive Directors £’000 £’000 £’000 £’000 £’000
P .D. Fowler 150 1 19 - 170
S.P . Fowler 75 1 9 - 85
N.P . Mearing-Smith (resigned 30 June 11) 63 1 8 - 72
R.W. Worrall 75 1 9 - 85
Ian Selby (appointed 1 July 11) 50 - 7 - 57
Total Executive Remuneration 413 4 52 - 469
Non-Executive Directors
Lt. Col. Sir M. Ross 35 3 4 1 43
Sir Michael Pakenham 24 - 3 - 27
Matthew Wood (appointed 7 December 11) 1 - - - 1
Non Executive Remuneration 60 3 7 1 71
Total Board Remuneration 473 7 59 1 540
Unaudited
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 beginning of year Interest at end of year
Lt. Col. Sir M. Ross 37,550 37,550
P .D. Fowler 4,625,930 4,625,930
S.P . Fowler 541,618 541,618
N. P , Mearing-Smith (resigned 30 June 11) - 91,944
R.W. Worrall 2,128,522 2,128,522
Sir Michael Pakenham --
I.R. Selby (appointed 1 July 11) 166,667 -
M Wood (appointed 7 December 2011) - -
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:  Westminster Group plc  I  Annual Report & Accounts 2011
REMUNERATION COMMITTEE REPORT CONTINUED 22
Number of options over ordinary shares of 10p each in the Company:
Directors 1 Jan 2011 Granted Exercised Forfeited 31 Dec 2011
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
N.P . Mearing-Smith* 15,000 - - - 15,000 10.0p 5.7p 5 Apr 09
N.P . Mearing-Smith* 9,000 - - - 9,000 74.0p 75.0p 20 Sep 09
N.P . Mearing-Smith* 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
* Ceased to be a director on 30 June 2011 but was allowed to keep his options.
The market price of the shares at 31 December 2011 was 8.5p and the range during the year was 8p to 23.5p. 
On behalf of the Board
Lt. Col. Sir Malcolm Ross
Chairman of the Remuneration Committee
30 May 2012 Westminster Group plc  I  Annual Report & Accounts 2011
CORPORATE GOVERNANCE REPORT 23
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.
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. Westminster Group plc  I  Annual Report & Accounts 2011
CORPORATE GOVERNANCE REPORT CONTINUED 24
Risk reviews are carried out by each subsidiary and reviewed annually as part of an ongoing 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
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.
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.
Capital for the reporting periods under review is summarised as follows:
2011 2010
£’000 £’000
Total equity 673 2,244
Cash and cash equivalents (414) (261)
Capital 259 1,983
Total equity 259 1,983
Borrowings 1,044 897
Overall ﬁ nancing 1,303 2,880
 
Capital to overall ﬁ nancing ratio       0.20   0.69  Westminster Group plc  I  Annual Report & Accounts 2011
 25
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 holds 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.
Audit Committee
The Audit Committee meets no less than twice a year with the auditor in attendance. It also assists the Board in observing its 
responsibility for ensuring that the Group’s accounting systems provide accurate and timely information and that the Group’s 
published ﬁ nancial statements represent a true and fair reﬂ ection of the Group’s ﬁ nancial position and its performance in the period 
under review. The Committee also ensures that internal controls and appropriate accounting policies are in place, reviews the 
scope and results of the audits, the independence and objectivity of the auditor and establishes that an effective system of internal 
ﬁ nancial control is maintained. Details of auditor remuneration are disclosed in note 6 to the accounts.
The Committee has primary responsibility for making a recommendation on the appointment or re-appointment of the external 
auditor. In order to maintain the independence of the external auditor, the Board has determined guidelines as to what non-audit 
services can be provided by the Company’s external auditor and the approval processes related to them. Under those policies work 
of a consultancy nature will not be offered to the external auditor unless there are clear efﬁ ciencies and value added beneﬁ ts to the 
Company. Additionally the auditor conﬁ rms its independence in writing each year. The committee also monitors the level of non-
audit fees paid to the external auditor. 
The Audit Committee consists of Sir Michael Pakenham as Chairman, Sir Malcolm Ross and Matt Wood.
Remuneration Committee
The Remuneration Committee meets no less than once a year and is responsible for determining the remuneration of main Board 
Directors and agrees the terms and conditions of their service contracts. It has access to relevant comparable information in respect 
of similar businesses. The Committee is responsible for the allocation of options under the Group’s executive share option scheme. 
The Committee also maintains a watching brief over the general employment terms and pay structures, existing or proposed, for 
the subsidiary trading companies. The Remuneration Committee consists of Sir Malcolm Ross as Chairman, Sir Michael Pakenham, 
Matthew Wood and Peter Fowler.
Risks and uncertainties
The Group’s management is active in assessing all the risks and uncertainties facing the Group and is proactive in taking preventative 
action to mitigate these risks wherever possible. 
Dialogue with Institutional Shareholders
The Directors seek to build on a mutual understanding of objectives between the Group and its institutional shareholders. This is 
done through meetings following the publication of the year-end and interim results.
Board attendance
The Board and principal Committee meetings attended by each Director during the year are shown in the table below:
Director Board meetings attended in the year Audit Committee 
meetings attended 
in the year
Remuneration 
Committee meetings 
attended in the year
Scheduled meetings
Non-scheduled
meetings
Total 6 3 2 1
Lt Col Sir Malcolm Ross 6 3 2 1
Sir Michael Pakenham 6 3 2 1
P .D. Fowler 6 3 - 1
S.P . Fowler 6 3 - -
N.P Mearing-Smith (resigned 
30/06/11)
32 1 -
R.W. Worrall 6 3 - -
M.Wood (appointed 7/12/11) 1 1 - -
I. Selby (appointed 1/7/11) 3 1 1 - Westminster Group plc  I  Annual Report & Accounts 2011
STATEMENT OF DIRECTORS’ RESPONSIBILITIES 26
Directors’ responsibilities statement
The Directors are responsible for preparing the Directors’ Report and the ﬁ nancial statements in accordance with applicable law and 
regulations.
Company law requires the Directors to prepare ﬁ nancial statements for each ﬁ nancial year. Under that law the Directors have 
prepared the ﬁ nancial statements in accordance with International Financial Reporting Standards as adopted by the European 
Union (IFRSs).  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 them consistently
• make judgments and accounting estimates that are reasonable and prudent
• state whether applicable IFRSs 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 company will continue 
in business.
The Directors are responsible for keeping adequate accounting records that are sufﬁ cient to show and explain the company’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 company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
In so far as each of the Directors is aware:
• there is no relevant audit information of which the company’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 company’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
Peter Fowler Ian Selby
Director  Director
30 May 2012 Westminster Group plc  I  Annual Report & Accounts 2011
INDEPENDENT AUDITOR’S REPORT TO THE
MEMBERS OF WESTMINSTER GROUP PLC 27
We have audited the ﬁ nancial statements of Westminster Group plc for the year ended 31 December 2011 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 statements of changes in equity, the consolidated and company statements 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 (IFRSs) 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, 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 (APB’s) Ethical Standards for Auditors.
Scope of the audit of the ﬁ nancial statements
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 2011 and of the group’s loss for the year then ended; 
• the group ﬁ nancial statements have been properly prepared in accordance with IFRSs as adopted by the European Union; 
• the parent company ﬁ nancial statements have been properly prepared in accordance with IFRSs 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 matter 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 you 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 parent 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.
Tracey James
Senior Statutory Auditor
for and on behalf of Grant Thornton UK LLP
Statutory Auditor , Chartered Accountants
Oxford
30 May 2012 Westminster Group plc  I  Annual Report & Accounts 2011
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2011 28
2011 2010
Note £’000 £’000
REVENUE 3 10,065 3,797
Cost of sales (7,606) (3,398)
Gross proﬁ t 2,459 399
Administrative expenses (4,087) (4,568)
LOSS FROM OPERATIONS (1,628) (4,169)
Analysis of loss from operations  
Loss from operations (1,628) (4,169)
Operating cost adjustments 4 980 1,399
Loss from underlying operations (648) (2,770)
Financing costs 5 (400) (190)
Finance income 5 44 136
LOSS BEFORE TAX (1,984) (4,223)
Income tax 7 (727) 383
LOSS ATTRIBUTABLE TO EQUITY SHAREHOLDERS (2,711) (3,840)
OTHER COMPREHENSIVE INCOME
Revaluation of non-current assets -14
Deferred tax movement on revaluation of  non-current assets - 4
TOTAL COMPREHENSIVE INCOME FOR THE YEAR ATTRIBUTABLE TO EQUITY SHAREHOLDERS (2,711) (3,822)
LOSS PER SHARE:
Basic and fully diluted in pence 9 (10.19) (20.54)
All the activities of the Group are classed as continuing. 
The accompanying notes form part of these ﬁ nancial statements. Westminster Group plc  I  Annual Report & Accounts 2011
CONSOLIDATED AND COMPANY STATEMENT OF FINANCIAL POSITION 
FOR THE YEAR ENDED 31 DECEMBER 2011 29
Group Company
2011 2010 2011 2010
Note £’000 £’000 £’000 £’000
Goodwill 10 397 397 - -
Other intangible assets 11 245 323 18 29
Property, plant and equipment 12 1,028 1,164 932 946
Investment in subsidiaries 14 - - 3,605 4,642
Trade and other receivables 19 - 1 - -
Deferred tax asset 17 - 727 - 2
TOTAL NON-CURRENT ASSETS 1,670 2,612 4,555 5,619
Inventories 18 112 229 - -
Corporation tax recoverable 19 50 50 - -
Trade and other receivables 19 1,222 1,747 102 69
Cash and cash equivalents 21 414 261 - 129
TOTAL CURRENT ASSETS 1,798 2,287 102 198
TOTAL ASSETS 3,468 4,899 4,657 5,817
Share capital 22 2,963 2,425 2,963 2,425
Share premium 3,449 3,369 3,449 3,369
Merger relief reserve 23 299 299 299 299
Share based payment reserve 33 27 33 27
Revaluation reserve 134 134 134 134
Retained earnings (6,721) (4,010) (3,944) (1,861)
TOTAL SHAREHOLDERS’ EQUITY 157 2,244 2,934 4,393
Trade and other payables 26 99 141 81 118
Borrowings 25 963 897 963 897
Embedded derivative 16 4 48 4 48
Deferred tax liabilities 17 99 97 99 97
TOTAL NON-CURRENT LIABILITIES 1,165 1,183 1,147 1,160
Borrowings 25 81 - 202 -
Trade and other payables 26 2,065 1,472 374 264
TOTAL CURRENT LIABILITIES 2,146 1,472 576 264
TOTAL LIABILITIES 3,411 2,655 1,723 1,424
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY 3,468 4,899 4,657 5,817
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 30 May 2012 and signed on 
their behalf by:
Peter Fowler  Ian Selby
Director  Director
30 May 2012
Registered number 3967650 Westminster Group plc  I  Annual Report & Accounts 2011
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2011 30
Share 
capital
Share 
premium
Merger 
relief 
reserve
Share based 
payment 
reserve
Revaluation 
reserve
Retained 
earnings
Total
£’000 £’000 £’000 £’000 £’000 £’000
AS OF 1 JANUARY 2011 2,425 3,369 299 27 134 (4,010) 2,244
Share based payment charge - - - 8 - - 8
Share issues 538 108 - - - - 646
Cost of share issues - (28) - - - - (28)
Deferred tax adjustment - - - (2) - - (2)
TRANSACTIONS WITH OWNERS 538 80 - 6 - - 624
Loss for the year - - - - - (2,711) (2,711)
TOTAL COMPREHENSIVE INCOME FOR THE 
YEAR ATTRIBUTABLE TO SHAREHOLDERS
- - - - - (2,711) (2,711)
AS AT 31 DECEMBER 2011 2,963 3,449 299 33 134 (6,721) 157
AS OF 1 JANUARY 2010 1,492 2,304 299 22 116 (416) 3,817
Share based payment charge - - - 8 - - 8
Deferred tax adjustments - - - (3) - - (3)
Issue of shares for the acquisition of 
subsidiary
79 - 246 - - - 325
Exercise of share options 2 - - - - - 2
Other share issues 852 1,415 - - - - 2,267
Cost of  other share issues - (350) - - - - (350)
Merger relief reserve utilised in respect 
of impairment of associated goodwill
 - - (246) - - 246 -
TRANSACTIONS WITH OWNERS 933 1,065 - 5 - 246 2,249
Loss for the year - - - - - (3,840) (3,840)
Other comprehensive income
Revaluation of non-current assets - - - - 14 - 14
Deferred tax liability on revaluation of 
non-current assets
 - - - - 4 - 4
TOTAL COMPREHENSIVE INCOME FOR THE 
YEAR ATTRIBUTABLE TO SHAREHOLDERS
- - - - 18 (3,840) (3,822)
AS AT 31 DECEMBER 2010 2,425 3,369 299 27 134 (4,010) 2,244 Westminster Group plc  I  Annual Report & Accounts 2011
 31
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 2011 2,425 3,369 299 27 134 (1,861) 4,393
Share based payment charge - - - 8 - - 8
Other share issues 538 108 - - - - 646
Cost of  other share issues - (28) - - - - (28)
Deferred tax adjustments - - - (2) - - (2)
TRANSACTIONS WITH OWNERS 538 80 - 6 - - 624
Loss for the period - - - - - (2,083) (2,083)
TOTAL COMPREHENSIVE INCOME FOR THE 
YEAR ATTRIBUTABLE TO SHAREHOLDERS
- - - - - (2,083) (2,083)
AS AT 31 DECEMBER 2011 2,963 3,449 299 33 134 (3,944) 2,934
 
AS OF 1 JANUARY 2010 1,492 2,304 299 22 116 (110) 4,123
Share based payment charge - - - 8 - - 8
Deferred tax adjustments - - - (3) - - (3)
Issue of shares for the acquisition of 
subsidiary
79 - 246 - - - 325
Exercise of share options 2 - - - - - 2
Other share issues 852 1,415 - - - - 2,267
Cost of  other share issues - (350) - - - - (350)
Merger relief reserve utilised in respect 
of impairment of value of associated 
subsidiaries
- - (246) - - 246 -
TRANSACTIONS WITH OWNERS 933 1,065 - 5 - 246 2,249
Loss for the period - - - - - (1,997) (1,997)
Other comprehensive income:
Revaluation of non-current assets - - - - 14 - 14
Deferred tax liability on revaluation of 
non-current assets
--- - 4- 4
TOTAL COMPREHENSIVE INCOME FOR THE 
YEAR ATTRIBUTABLE TO SHAREHOLDERS
- - - - 18 (1,997) (1,979)
AS AT 31 DECEMBER 2010 2,425 3,369 299 27 134 (1,861) 4,393
COMPANY STATEMENT OF CHANGES IN EQUITY
AS AT 31 DECEMBER 2011 31 Westminster Group plc  I  Annual Report & Accounts 2011
  32
Group Company
2011 2010 2011 2010
Note £’000 £’000 £’000 £’000
LOSS BEFORE TAX (1,984) (4,223) (2,082) (1,991)
Adjustments 27 606 1,139 2,480 2,413
Net changes in working capital 27 1,184 1,923 34 63
NET CASH FROM OPERATING ACTIVITIES (194) (1,161) 432 485
INVESTING ACTIVITIES:
Purchase of property, plant and equipment (28) (187) (16) (179)
Purchase of intangible assets - (1) - (1)
Cash costs of acquisition of subsidiary net of cash acquired - (579) - (538)
Proceeds from disposal of ﬁ xed assets - 12 - -
Advances to subsidiaries - - (1,059) (1,551)
NET CASH USED IN INVESTING ACTIVITIES (28) (755) (1,075) (2,269)
FINANCING ACTIVITIES:
Gross proceeds from the issue of  new Ordinary shares 646 2,269 646 2,269
Costs of share issue (28) (350) (28) (350)
Gross proceeds from the issues of Loan Notes 150 - 150 -
Repayment of short term borrowings (110) - (110) -
Proceeds from ﬁ nance leases - 192 - 146
Interest paid (283) (136) (265) (128)
NET CASH FROM FINANCING ACTIVITIES 375 1,975 393 1,937
Net change in cash and cash equivalents 153 59 (250) 153
CASH AND EQUIVALENTS AT BEGINNING OF PERIOD 261 202 129 (24)
CASH AND EQUIVALENTS AT END OF PERIOD 414 261 (121) 129
The accompanying notes form part of these ﬁ nancial statements.
CONSOLIDATED AND COMPANY CASH FLOW STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2011 32 Westminster Group plc  I  Annual Report & Accounts 2011
  33
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 listed on the London Stock Exchange AIM Market. The Group’s ﬁ nancial statements for the year ended 31 December 
2011 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 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. 
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 Company’s transactions are denominated.
The accounting policies set out below have been applied consistently to all periods presented in these Group ﬁ nancial 
statements.
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 £2,083,000 (2010 loss: £1,997,000).
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 scenario (which represents 
a signiﬁ cant downgrade compared to internal budgets and targets) for 2012 and 2013 has been prepared. Revenues are forecast 
from major contracts that have already been secured by the end of April 2012, from the predictable regular ﬂ ow of smaller 
contracts and revenues from new major contracts based on reduced probabilities compared to management expectation of the 
contracts being won. The contract for the African airport signed in February 2012 is expected to generate signiﬁ cant amounts 
of cash on a recurring monthly basis and therefore the business going forward is a fundamentally different business model 
compared to the current product and solution sales business and reduces the liquidity risk of the group. Based upon these 
projections the Group has adequate working capital for the 12 months following the date of signing these accounts. 
In the event that the Directors are of the opinion that the cash ﬂ ow forecasts might not be achieved then further measures will 
be taken. These could include cost reductions, disposal or closure of loss making subsidiaries, delaying capital expenditure, and 
the raising of equity from existing or new shareholders.
The major risks for future trading are set out in the Directors’ Report.
It is therefore considered appropriate to use the going concern basis to compile these ﬁ nancial statements.
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 2011. 
(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 
NOTES TO THE FINANCIAL STATEMENTS 33 Westminster Group plc  I  Annual Report & Accounts 2011
NOTES TO THE FINANCIAL STATEMENTS CONTINUED 34
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. 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 values 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. 
Prior to 1 January 2010, business combinations were accounted for under the previous version of IFRS 3.
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 of contracts and supply of services
Where the outcome can be estimated reliably in respect of long-term contracts and contracts for on-going services, revenue 
represents the value of work done in the period, including estimates of amounts not invoiced. Revenue 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  Westminster Group plc  I  Annual Report & Accounts 2011
 35
proﬁ tability. Where a contract is loss making, the full loss is recognised immediately.
(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.
(vi) Monitoring revenue
Monitoring revenue is recognised on a straight line basis over the course of the contract.
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.
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.
Other intangible assets
Development costs incurred on speciﬁ c projects are capitalised when all the following conditions are satisﬁ ed:
• completion of the intangible asset is technically feasible so that it will be available for use or sale;
• the group intends to complete the intangible asset and use or sell it;
• the group has the ability to use or sell the intangible asset;
• the intangible asset will generate probable future economic beneﬁ ts.  Among other things, this requires that there is a 
market for the output from the intangible asset or for the intangible asset itself, or, if it is to be used internally, the asset 
will be used in generating such beneﬁ ts;
• there are adequate technical, ﬁ nancial and other resources to complete the development and to use or sell the intangible 
asset; and
• the expenditure attributable to the intangible asset during its development can be measured reliably.
Development costs not meeting the criteria for capitalisation are expensed as incurred.
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 licence in respect of the Alarm 
Receiving Centre acquired as part of CTAC in 2010. This asset is being amortised over a period of 8 years from acquisition.
Property, plant and equipment
Land and buildings held for use in the supply of goods or services, or for administrative purposes, are stated in the statement of 
ﬁ nancial position 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 proﬁ t or loss.
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.  Westminster Group plc  I  Annual Report & Accounts 2011
NOTES TO THE FINANCIAL STATEMENTS CONTINUED 36
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, on the following bases:
Rate
Freehold buildings 2%
Plant and equipment 20% to 25%
Ofﬁ ce equipment, ﬁ xtures & ﬁ ttings 20% to 33%
Motor vehicles 20%
Material residual value estimates and estimates of useful life are updated as required, but at least annually, whether or not the 
asset is revalued.
Assets held under ﬁ nance leases are depreciated over their expected useful lives on the same basis as owned assets or, where 
shorter, the term of the relevant lease. The gain or loss arising on the disposal or retirement of an asset is determined as the 
difference between the sales proceeds and the carrying amount of the asset and is recognised in income.
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.
The Group as lessee
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 of 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. A reversal of an impairment loss is 
recognised as income immediately, unless the relevant asset is carried at a revalued amount, in which case the reversal of the 
impairment loss is treated as a revaluation increase.
Financial instruments
Financial assets and ﬁ nancial liabilities are recognised when the Group becomes a party to the contractual provisions of the 
ﬁ nancial instrument.
Financial assets are derecognised when the contractual rights to the cash ﬂ ows from the ﬁ nancial asset expire, or when the 
ﬁ nancial asset and all substantial risks and rewards are transferred. A ﬁ nancial liability is derecognised when it is extinguished, 
discharged, cancelled or expires.
Financial assets and ﬁ nancial liabilities are measured initially at fair value plus transactions costs, except for ﬁ nancial assets 
and ﬁ nancial liabilities carried at fair value through proﬁ t or loss, which are measured initially at fair value. Financial assets and 
ﬁ nancial liabilities are measured subsequently as described below.
Financial assets
For the purpose of subsequent measurement ﬁ nancial assets are classiﬁ ed as loans and receivables upon initial recognition.
All ﬁ nancial assets except for those at fair value through proﬁ t or loss are subject to review for impairment at least at each 
reporting date. Financial assets are impaired when there is any objective evidence that a ﬁ nancial asset or a group of ﬁ nancial 
assets is impaired. 
All income and expenses relating to ﬁ nancial assets that are recognised in proﬁ t or loss are presented within ‘ﬁ nancing costs’ or 
‘ﬁ nance income’, except for impairment of trade receivables which is presented within ‘administration expenses’. Westminster Group plc  I  Annual Report & Accounts 2011
 37
Loans and receivables
Loans and receivables are non-derivative ﬁ nancial assets with ﬁ xed or determinable payments that are not quoted in an active 
market. After initial recognition these are measured at amortised cost using the effective interest method, less provision for 
impairment.  Discounting is omitted where the effect of discounting is immaterial. The Group’s cash and cash equivalents, trade 
and most other receivables fall into this category of ﬁ nancial instruments.
Individually signiﬁ cant receivables are considered for impairment when they are past due or when other objective evidence is 
received that a speciﬁ c counterparty will default.  The amount of the provision is the difference between the asset’s carrying 
amount and the present value of the estimated future cash ﬂ ows discounted at original effective interest rate. When a trade 
receivable is uncollectible, it is written off against the allowance account for trade receivables. Subsequent recoveries of 
amounts previously written off are credited against ‘administration expenses’ in the statement of comprehensive income.
Financial liabilities
The Group’s ﬁ nancial liabilities include borrowings, trade and other payables and derivative ﬁ nancial instruments.
Borrowings are initially recorded at their fair value, net of transaction costs incurred and subsequently measured at amortised 
cost.  Finance charges are allocated to the statement of comprehensive income as “ﬁ nancing costs” or “ﬁ nancing income” using 
an effective interest rate, on the outstanding carrying value of the instrument.
Trade and other payables are measured subsequently at amortised cost using the effective interest method.
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 with an embedded derivative. The embedded derivative ﬁ nancial instrument in 
relation to the convertible loan is accounted for at fair value through proﬁ t or loss and fair valued at each reporting date.  All 
changes in the instrument’s fair value are reported in proﬁ t or loss and included within ‘ﬁ nancing costs’ or ‘ﬁ nance income’.
The main purpose of these ﬁ nancial instruments is to fund the Group’s operations and manage working capital. 
The main risks arising from the Group’s ﬁ nancial instruments are interest rate risk, liquidity risk, foreign currency risk and credit 
risk. The Board reviews and agrees policies for the management of these risks and these are summarised in note 30. These 
policies have remained unchanged throughout 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 the costs of materials and bringing inventory to its 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.
Income tax
The tax expense represents the sum of the tax currently payable and deferred tax. Current and deferred tax are recognised as 
an expense or income in 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.
Deferred tax is the tax expected to be payable or recoverable on 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 nor 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 with an insigniﬁ cant risk of changes in value, and bank overdrafts. Bank 
overdrafts are shown within borrowings in current liabilities on the balance sheet. Westminster Group plc  I  Annual Report & Accounts 2011
NOTES TO THE FINANCIAL STATEMENTS CONTINUED 38
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. 
All transactions with owners of the parent are recorded separately within equity.
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 or Parent Company and would be 
expensed as it becomes payable.
Employee beneﬁ ts - Share-based compensation
The Group operates an equity-settled share-based compensation plan.  The fair value of the employee services received in 
exchange for the grant of options is recognised as an expense over the vesting period, based on the Group’s estimate of awards 
that will eventually vest, with a corresponding increase in equity as a share based payment reserve.  For plans that include 
market based vesting conditions, the fair value at the date of grant reﬂ ects these conditions. In respect of the parent company, 
the fair value of the employee services received were also expensed.
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.
Signiﬁ cant management judgments 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.
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, revenue represents the value of work done in the 
year, 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. 
In this process management makes 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 is reviewed on a contract-by-contract 
basis, with revenues and costs at each divisible stage reﬂ ecting known inequalities of proﬁ tability.  Westminster Group plc  I  Annual Report & Accounts 2011
 39
Intercompany loans
The Group utilises intercompany loans to ﬁ nance the on-going operations of the business.  There are no formal loan agreement, 
no interest is charged on the loans and there are no repayment terms.  These loans have therefore been treated as a capital 
contribution to the company and are disclosed within investments in note 14.
Going concern
The directors have considered the ability of the Group to continue as a going concern and this is considered to be the most 
signiﬁ cant judgement made by the directors in preparing the ﬁ nancial statements.
The ability of the Group to continue as a going concern is ultimately dependent upon the amount and timing of cash ﬂ ows 
arising from potential contracts. The directors consider it is appropriate for the ﬁ nancial statements to be prepared on a going 
concern basis based on the estimates they have made, which are summarised above.
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 an 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.
Deferred tax assets
The assessment of the probability of future taxable income against which deferred tax assets can be utilised is based on the 
Group’s latest approved budget, which is adjusted for signiﬁ cant non-taxable income and expenses and speciﬁ c limits to the 
use of any unused tax loss or credit. If a positive forecast of taxable income indicates the probable use of a deferred tax asset, 
especially when it can be utilised without a time limit, that deferred tax asset is usually recognised in full. The recognition of 
deferred tax assets that are subject to certain legal or economic limits or uncertainties are assessed individually by management 
based on the speciﬁ c facts and circumstances.
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 value 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
Share–based payments 
With regard to the share-based payments outstanding, the fair values have been estimated using a Black-Scholes model in 
accordance with the judgemental assumptions set out in note 24.
Fair value of ﬁ nancial instruments
Management uses valuation techniques in measuring the fair value of ﬁ nancial instruments, where active market quotes are not 
available. Details of the assumptions used are given in note 16 regarding ﬁ nancial assets and liabilities. In applying the valuation 
techniques management makes maximum use of market inputs, and uses estimates and assumptions that are, as far as possible, 
consistent with observable data that market participants would use in pricing the instrument. Where applicable data is not 
observable, management uses its best estimate about the assumptions that market participants would make. These estimates 
may vary from the actual prices that would be achieved in an arm’s length transaction at the reporting date. Westminster Group plc  I  Annual Report & Accounts 2011
NOTES TO THE FINANCIAL STATEMENTS CONTINUED 40
Revalued freehold property
The freehold property is stated at fair value. An external, independent valuation company, having an appropriate professional 
qualiﬁ cation and recent experience in the location of the property being valued, valued the property at £0.9m in February 2011. 
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. The Directors have reviewed the value of the property in the 
current year based on their knowledge of the local market.
Adopted IFRSs in the year
• IAS 24 (Revised 2009) Related Party Disclosures (effective 1 January 2011)
• IFRIC 19 Extinguishing Financial Liabilities with Equity Instruments (effective 1 July 2010)
• Amendment to IAS 32 Classiﬁ cation of Rights Issus (effective 1 February 2010)
There was no material impact of these standards and interpretations on these ﬁ nancial statements.
At the date of authorisation of these ﬁ nancial statements, the following relevant standards and interpretations which have not 
been applied in these ﬁ nancial statements were in issue but not yet effective:
• Amendments to IFRS 7 Disclosures – Transfer of Financial Assets (effective 1 January 2012)
The Directors anticipate that the adoption of these standards and Interpretations in future periods will have no material impact 
on the ﬁ nancial statements of the Company or Group.
3. Segment reporting
(i) Operating segments
The following segment information has been prepared in accordance with IFRS 8 Operating Segments, which deﬁ nes 
requirements for the disclosure of ﬁ nancial information of an entity’s operating segments. IFRS 8 follows the management 
approach, which is the basis for decision making within the Group.
The Board considers the Group on a business unit basis. Reports by Business Unit are used by the chief decision-maker of the 
Group.  The Business Units are the four operating companies: Westminster International, RMS Integrated Solutions, Longmoor 
Security and CTAC. This split of business segments is based on the products and services each offer.
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. Westminster Group plc  I  Annual Report & Accounts 2011
 41
Westminster 
International 
Limited
RMS Integrated 
Solutions 
Limited
Longmoor 
Security 
Limited
CTAC Limited
Westminster 
Group plc
Group
2011 £’000 £’000 £’000 £’000 £’000 £’000
Supply of products 1,584 16 1,496 - - 3,096
Supply and installation con-
tracts
5,082 359 61 787 - 6,289
Maintenance and service 54 150--- 204
Close protection services - - 31 - - 31
Training courses - - 445 - - 445
Revenue 6,720 525 2,033 787 - 10,065
Segment results before central 
overheads
413 (75) 9 (471) (1,504) (1,628)
Apportionment of central 
overheads
(811) (376) (244) (356) 1,787 -
Segment result (398) (451) (235) (827) 283 (1,628)
Finance cost - - - (20) (380) (400)
Finance income - - - - 44 44
Income tax (541) - (185) - (1) (727)
Loss for the ﬁ nancial year (939) (451) (420) (847) (54) (2,711)
Segment assets 865 71 66 358 2,108 3,648
Segment liabilities 1,382 179 76 226 1,548 3,411
Capital expenditure 12 - - - 16 28
Depreciation and amortisation 47 3 1 20 99 170
Westminster 
International 
Limited
RMS Integrated 
Solutions 
Limited
Longmoor 
Security 
Limited
CTAC Limited
Westminster 
Group plc
Group
2010 £’000 £’000 £’000 £’000 £’000 £’000
Supply of products 867 13 1 - 1 882
Supply and installation con-
tracts
864 248 - 762 - 1,874
Maintenance and service 45 77--- 122
Close protection services - - 397 - - 397
Training courses - - 522 - - 522
Revenue 1,776 338 920 762 1 3,797
Segment results before central 
overheads
(862) (472) (380) (300) (2,155) (4,169)
Apportionment of central 
overheads
(988) - (471) (347) 1,806 -
Segment result (1,850) (472) (851) (647) (349) (4,169)
Finance cost - - - (8) (182) (190)
Finance income - - - - 136 136
Income tax charge 494 (61) (43) - (7) 383
Loss for the ﬁ nancial year (1,356) (533) (894) (655) (402) (3,840)
Segment assets 2,622 138 502 462 1,175 4,899
Segment liabilities 616 215 624 439 761 2,655
Capital expenditure 5 - 4 12 167 188
Depreciation and amortisation 63 4 1 37 175 280
Revaluation of property - - - - 14 14
Impairment of investment 
(see note 14)
- - - - 763 763 Westminster Group plc  I  Annual Report & Accounts 2011
NOTES TO THE FINANCIAL STATEMENTS CONTINUED 42
(ii) 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 geographic market, irrespective of the origin of the goods/services:
2011 2010
£’000 £’000
United Kingdom 2,559 2,172
Africa 2,316 610
Middle East 4,493 854
Rest of the World 697 161
10,065 3,797
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 2011 ﬁ xed assets with a net book value of £4k were located in Africa and the Middle East (2010: 
£86k).
(iii) Major customers who contributed greater than 10% of total Group revenue
In 2011 one customer contributed 40% of group revenues and another contributed 15% of group revenue (2010: no customers 
contributed more than 10% of group revenues)
4. Schedule of Adjustments to Underlying Operating Loss
2011 2010
£’000 £’000
Amortisation of CTAC intangible (59) -
Provision in valuation of stock (40) -
Provision against consumer debt in Longmoor (145) -
Foreign exchange gains 43 93
Exceptional bad debt - (545)
Acquisition costs - (38)
Impairment of CTAC goodwill - (763)
Impairment of property plant and equipment - (146)
Impairment of African receivables and accrued income (616) -
Loss on disposal of property, plant and equipment (66) -
Legal and professional costs arising from CTAC litigation (97) -
(980) (1,399)
5. Finance costs and income
Group
2011 2010
£’000 £’000
Finance costs:
Interest payable on bank borrowings (33) (16)
Other interest and ﬁ nancing costs including management fees on Convertible 
Loan Notes
(181) -
Interest payable on Convertible Loan Notes (120) (120)
Amortised ﬁ nance cost on Convertible Loan Notes (note 16) (66) (54)
(400) (190)
Finance income: 
Fair value movement of embedded derivative in Convertible Loan Notes (note 16) 44 136
44 136
Net ﬁ nance costs (356) (54) Westminster Group plc  I  Annual Report & Accounts 2011
 43
6. Loss from operations 
The following items have been included in arriving at the loss for the ﬁ nancial year: 
Group
2011 2010
£’000 £’000
Impairment of goodwill (see note 10) - 763
Staff costs (see note 8) 2,180 2,250
Depreciation of property, plant and equipment:  
 - Owned assets 92 117
Amortisation of intangible assets 78 14
Operating lease rentals payable 
 - Property 45 70
 - Plant and machinery 414
 - Other 52 50
Foreign exchange gain (43) (93)
Impairment of property, plant and equipment (note 12) - 146
Loss on disposal of property, plant and equipment 72 -
Amortisation and impairment of intangible assets is included within administrative expenses in the statement of comprehensive 
income.
Auditor’s remuneration 
Amounts payable to Grant Thornton UK LLP and their associates in respect of both audit and non-audit services:
Group
2011 2010
£’000 £’000
Audit services
 - Statutory audit of parent and consolidated accounts 13 17
 - the auditing of accounts of associates of the company pursuant to legislation 22 31
Total audit fees 35 48
Other services supplied pursuant to legislation 8 -
Total non-audit fees 8-
Total fees 43 48 Westminster Group plc  I  Annual Report & Accounts 2011
NOTES TO THE FINANCIAL STATEMENTS CONTINUED 44
7. Income tax expense 
Analysis of charge/(credit) in year:
Group
2011 2010
£’000 £’000
Current year tax expense --
Movement in deferred tax 727 (403)
Adjustment to prior year charge -8
Change in rate -12
Tax charge/(credit) 727 (383)
Reconciliation of tax expense
Loss on ordinary activities before tax (1,984) (4,223)
Loss on ordinary activities multiplied by the standard rate of corporation tax in 
the UK of 26.5% (2010: 28%)
(526) (1,182)
Effects of:
Expenses not deductible for tax purposes 61 337
Capital allowances less than depreciation 25 32
Other short term timing differences 15 15
Reversal of deferred tax asset no longer deemed probable (see note 17) 727 43
Unrecognised losses carried forward 425 352
Adjustment of tax rate -12
Adjustment to prior year charge -8
Total tax charge/(credit) 727 (383)
Tax losses available for carry forward (subject to HMRC agreement) were approximately £5.0m (2010: £4.0m)
8. Staff costs
Staff costs for the Group during the year 
Group
2011 2010
£’000 £’000
Wages and salaries 1,979 2,046
Social security costs 193 196
2,172 2,242
Share based payments 88
2,180 2,250
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 (2010: £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
2011 2010
Number Number
By function
Sales 89
Production 28 32
Administration 19 16
Management 99
64 66 Westminster Group plc  I  Annual Report & Accounts 2011
 45
9. Loss per share
Loss per share is calculated by dividing the earnings attributable to ordinary shareholders by the weighted average number of 
ordinary shares outstanding during the year.
For diluted earnings per share the weighted average number of ordinary shares in issue is adjusted to assume conversion of all 
dilutive 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 is calculated as follows:
Group
2011 2010
‘000 ‘000
Issued ordinary shares
Start of period 24,256 14,917
Effect of shares issued during the period 2,341 3,782
Weighted average basic number of shares for period 26,597 18,699
Dilutive effect of options --
Weighted average diluted number of shares for period 26,597 18,699
Basic and diluted earnings per share is calculated as follows:
Group
2011 2010
Loss for the year attributable to equity shareholders of the Company (£’000) (2,711) (3,840)
Basic and fully diluted loss per share (pence) (10.19) (20.54)
For the year ended 31 December 2011 and 31 December 2010 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. 
10. Goodwill
Group 2011 2010
£’000 £’000
Gross carrying amount   
Balance 1 January 1,160 578 
Acquired through business combination - 763 
Adjustment to contingent deferred consideration in respect of previous acquisi-
tion
- (181)
Balance 31 December 1,160 1,160 
Accumulated impairment  
Balance 1 January  (763) - 
Impairment loss recognised  - (763)
Balance 31 December  (763) (763)
Carrying amount at 31 December  397 397 
At 31 December 2011 management carried out an impairment review of goodwill. Following that review, management are of the 
opinion that no impairment should be made in 2011 (2010: £763,000). In its review of other assets management is of the opinion 
that the carrying value of such assets is reasonably stated and that no impairment has occurred.  Westminster Group plc  I  Annual Report & Accounts 2011
NOTES TO THE FINANCIAL STATEMENTS CONTINUED 46
For the purpose of annual impairment testing goodwill was allocated to the following cash-generating units, as shown below: 
Longmoor Security CTAC
2011 2010 2011 2010
£’000 £’000 £’000 £’000
At 1 January 397 578 - -
Arising on acquisition of subsidiary - - - 763
Adjustment to contingent deferred 
consideration 
- (181) - -
Impairment of goodwill - - - (763)
At 31 December 397 397 - -
The recoverable amount of each cash-generating unit was determined based on value in use calculations for the next ﬁ ve 
years which management believe reﬂ ects the minimum period during which the business will beneﬁ t from the resulting 
cash generation. Projections are based on detailed two year forecasts and cash ﬂ ows for the business unit, followed by an 
extrapolation of expected cash ﬂ ows, applying a growth rate of 5% for the ﬁ ve year review period.  Although the growth rate is 
higher than the UK long term average rate of 2.25%, management consider that this growth rate is appropriate for the sector the 
Group operates in.  The net present value of future cash ﬂ ows shows sufﬁ cient headroom without extrapolating into perpetuity.  
The development of the business is based upon performance since the business was acquired by the Group and by the increased 
ﬂ ow of potential business. Some of that business is recurring in nature and some appears reasonably predictable. The business is 
unlikely to be affected by technological change.
The discount factor used was 20.00% (2010: 18.33%) which reﬂ ects the Group’s cost of capital during the review period.
Management’s key assumptions include proﬁ t margins, timings of cashﬂ ows and the growth rate applied to the two year 
forecast.  This is based on past experience in the market which management see as the best available information to base 
assumptions on.
Apart from the considerations described in determining value in use, management are not aware of any reasonable changes in 
key assumptions that would necessitate changes in key estimates.
As a result of this analysis management are of the opinion that the remaining goodwill in respect of Longmoor Security should be 
maintained. The impairment review did not identify any further assets of either cash-generating unit that were impaired, as any 
impairment would reduce those assets below their individual recoverable amounts.
In 2010, the impairment review of goodwill in CTAC indicated that it should be impaired in full. The impairment charge was 
included in administrative expenses in the statement of comprehensive income.
11. Other intangible assets 
Group 
Website and 
other software
Licences Total
2011 £’000 £’000 £’000
Gross carrying amount
At 1 January 102 269 371
At  31 December 102 269 371
Amortisation and impairment
At 1 January 48 - 48
Charge for the year 19 59 78
At  31 December 67 59 126
Net book value  at 31 December 35 210 245 Westminster Group plc  I  Annual Report & Accounts 2011
 47
2010 £’000 £’000 £’000
Gross carrying amount
At 1 January 62 - 62
Additions 1- 1
Acquisition through business combination 42 269 311
Written off (3) - (3)
At  31 December 102 269 371
At 1 January 21 - 21
Charge for the year 14 - 14
Acquisition through business combination 13 - 13
At  31 December 48 - 48
Net book value  at 31 December 54 269 323
Website and other software is amortised over ﬁ ve years, of which approximately two years remains for most of the assets. 
Licences are amortised over 96 months as this is the period over which economic beneﬁ t is expected to be obtained from the 
licence, of which 75 months is remaining at 31 December 2011.
Company Website
2011 £’000
Gross carrying amount
At 1 January 60
Additions -
At  31 December 60
Amortisation and impairment
At 1 January 31
Charge for the year 11
At  31 December 42
Net book value  at 31 December 18
2010
Gross carrying amount
At 1 January 59
Additions 1
At  31 December 60
Amortisation and impairment
At 1 January 20
Charge for the year 11
At  31 December 31
Net book value at 31 December 29 Westminster Group plc  I  Annual Report & Accounts 2011
NOTES TO THE FINANCIAL STATEMENTS CONTINUED 48
12. Property, plant and equipment
Group
Freehold 
property
Plant and 
equipment
Ofﬁ ce equip-
ment, 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
2010 £’000 £’000 £’000 £’000 £’000
Gross carrying amount
At 1 January 859 225 271 77 1,432
Additions 17 - 164 6 187
Acquired through business combination  - 34 104 50 188
Revaluation 14 - - - 14
Disposals - (9) (8) - (17)
At  31 December 890 250 531 133 1,804
Depreciation and impairment
At 1 January - 87 152 56 295
Charge for the year - 49 56 12 117
Acquired through business combination  - 17 53 20 90
Disposals - (4) (4) - (8)
Impairment - - 146 - 146
At  31 December - 149 403 88 640
Net book value at 31 December 890 101 128 45 1,164 Westminster Group plc  I  Annual Report & Accounts 2011
 49
Company
Freehold 
property
Plant and 
equipment
Ofﬁ ce equip-
ment ﬁ xtures 
and ﬁ ttings
Total
2011 £’000 £’000 £’000 £’000
Gross carrying amount
At 1 January 890 14 334 1,238
Additions 2 2 12 16
Revaluation - - - -
At  31 December 892 16 346 1,254
Depreciation and impairment
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
2010 £’000 £’000 £’000 £’000
Gross carrying amount
At 1 January 859 14 172 1,045
Additions 17 - 162 179
Revaluation 14 - - 14
At  31 December 890 14 334 1,238
Depreciation and impairment
At 1 January - 13 98 111
Charge for the year - 1 34 35
Impairment - - 146 146
At  31 December - 14 278 292
Net book value at 31 December 890 - 56 946
The assets impaired in 2010 were those acquired under ﬁ nance leases as disclosed in note 26. The assets held under ﬁ nance 
leases are not material.
Capital commitments 
Group and Company 2011 2010
£’000 £’000
Contracted but not provided for in the ﬁ nancial statements - 147
The freehold property was valued professionally 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 this valuation has not moved materially 
since the last valuation was performed, and believe that it is fairly stated at the year end.  Westminster Group plc  I  Annual Report & Accounts 2011
NOTES TO THE FINANCIAL STATEMENTS CONTINUED 50
The freehold property is stated at valuation, the comparable historic cost and depreciation values are as follows:
2011 2010
£’000 £’000
Historical cost 697 695
Accumulated depreciation
At 1 January 51 48
Charge for the year 33
At  31 December 54 51
  
Net book value at 31 December 643 644
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.
The assets impaired in 2010 were those acquired under ﬁ nance leases as disclosed in note 26.
13. 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:
Group Company
Total 
Commitments 
Total 
Commitments 
Total 
Commitments 
Total 
Commitments 
Property Other Property Other
As at 31 December 2011 £’000 £’000 £’000 £’000
Within one year 50 67 - 1
In the second to ﬁ fth years inclusive 200 72 - 2
After ﬁ ve years 200 - - -
450 139 - 3
As at 31 December 2010 Group Company
Total 
Commitments 
Total 
Commitments 
Total 
Commitments 
Total 
Commitments 
Property Other Property Other
£’000 £’000 £’000 £’000
Within one year 50 64 - 12
In the second to ﬁ fth years inclusive 200 57 - 2
After ﬁ ve years 250 - - -
500 121 - 14
Remaining lease terms range from 2 months to 9 years.
Group Company 
£’000 £’000
Minimum lease payments under operating leases recognised as an expense in the year 101 8 Westminster Group plc  I  Annual Report & Accounts 2011
 51
14. Investments  in subsidiaries
Company 2011 2010
£’000 £’000
Shares in subsidiary undertakings at cost less impairment
At start of period 423 542
Acquisition of CTAC Limited - 825
Elimination of deferred consideration - (181)
Impairment in value of subsidiaries - (763)
At end of period 423 423
Amounts due from subsidiaries 3,182 4,219
3,605 4,642
In the opinion of the Directors, the investments in the subsidiary undertakings are valued at least at the amounts at which 
they are stated in the statement of ﬁ nancial position. Details of subsidiaries are set out below. Fair value information for these 
investments has not been disclosed because their fair value cannot be measured reliably. This is because the investments 
are unlisted and there is therefore no active market for them. The company has no immediate plans to dispose of these 
investments.
15. Subsidiary undertakings  
The subsidiary undertakings at 31 December 2011 are as follows:
Name
Country of 
incorporation
Principal activity
% of nominal Ordinary 
share capital and 
voting rights held
Westminster International Limited England Advanced technology 100 
RMS Integrated Solutions Limited England Low voltage systems 100 
Longmoor Security Limited England
Close protection training and 
services
100
CTAC Limited England High end security systems 100
Westminster  Aviation Security Services Limited 
(formally Westminster Technologies Limited)
England
Non-trading, Aviation security 
services in 2012.
100
Westminster Facilities Management Limited England Dormant 100
International Monitoring Services Limited England Dormant 100 Westminster Group plc  I  Annual Report & Accounts 2011
NOTES TO THE FINANCIAL STATEMENTS CONTINUED 52
16. 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
2011 2010 2011 2010
£’000 £’000 £’000 £’000
Financial assets
Loans and receivables
 - Amount owed by subsidiary undertakings (note 14) - - 3,182 4,219
 - Trade and other receivables (note 19) 1,170 1,744 73 59
 - Cash and cash equivalents (note 21) 414 261 - 129
1,584 2,005 3,255 4,407
Financial liabilities
Financial liabilities measured at amortised cost 
 - Borrowings (note 25) 1,044 897 1,165 897
 - Trade and other payables (note 26) 1,323 1,035 280 206
2,367 1,932 1,445 1,103
Derivatives carried at fair value through proﬁ t or loss
 - Embedded derivative (see below) 4 48 4 48
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
On 29 June 2009 the Group issued Convertible Loan Notes with an aggregate principal amount of £1,200,000. 
The right of the Loan Notes to be converted into Ordinary Shares was conditional upon resolutions being passed at the 
Extraordinary General Meeting held on 23 July 2009. The resolutions were duly passed. A summary of the key terms applying to 
the Loan Notes is as follows:
Term
• 5 years
Coupon
• 10% per annum
• Additionally under the terms of the variation agreement of 22 October 2010, Synergy Capital LLP charge the Company a 
further management fee of 5% of the capital amount of its investment of £1.0m, which increases by 2.5% each quarter to 
the end of the loan in June 2014. The effective rate of this charge at 31 December 2011 was 12.5% and the average during 
the year was 8.8%.  
Conversion terms 
• A noteholder has the right to convert their Loan Notes into Ordinary Shares at 42.21 pence 
Board observer status
• The lead investor will be paid a monitoring fee of £25,000 p.a. They will have the right to appoint a director if there is or is 
likely to be an event of default (as deﬁ ned in the Instrument).
Security
• There is a debenture secured against all the assets of the Company and its subsidiaries, which is subordinated to the 
Debenture held by HSBC.
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). Westminster Group plc  I  Annual Report & Accounts 2011
 53
2011 2010
£’000 £’000
Host debt 
At 1 January 897 843
Finance charge (note 5) 66 54
At 31 December (note 25) 963 897
Embedded derivative
At 1 January 48 184
Fair value movement (note 5) (44) (136)
Fair value at 31 December  448
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 £1.2m at the date of maturity of the Convertible 
Loan Notes in 2014. 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 the Host Debt and embedded derivative on 
initial recognition and valuation of the embedded derivative at 31 December 2011 was undertaken by a Black Scholes valuation 
model.  In 2010 this was carried out by an independent valuer. In 2009, the valuation was undertaken using a Monte Carlo 
simulation as the conversion price had not then been ﬁ xed. 
The key assumptions being:
Valuation date
Risk free 
rate
Beta Risk premium
Small 
company risk
Speciﬁ c risk 
premium
Volatility
Cost of 
equity
29/06/09 3.55% 0.89 5.0% 5.81% 4.00% 47.00% 17.81%
31/12/09 4.07% 0.89 5.0% 5.81% 4.00% 54.00% 18.33%
31/12/10 1.71% - - - - 53.00% -
31/12/11 1.50% - - - - 50.00% -
Financial instruments measured at fair value
The following table presents ﬁ nancial assets and liabilities measured at fair value in the statement of ﬁ nancial position in 
accordance with the fair value hierarchy.  This hierarchy groups ﬁ nancial assets and liabilities into three levels based on the 
signiﬁ cance of inputs used in measuring the fair value of the ﬁ nancial assets and liabilities. The fair value hierarchy has the 
following levels:
• Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities;
• Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly 
(i.e. as prices) or indirectly (i.e. derived from prices); and
• Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).
The level within which the ﬁ nancial asset or liability is classiﬁ ed is determined based on the lowest level of signiﬁ cant input to 
the fair value measurement.  The ﬁ nancial assets and liabilities measured at fair value in the statement of ﬁ nancial position are 
grouped into the fair value hierarchy as follows:
2011 Level 1 Level 2 Level 3 Total
£000 £000 £000 £000
Liabilities
Embedded derivative - 4 - 4
Total - (4) - (4)
2010 Level 1 Level 2 Level 3 Total
£000 £000 £000 £000
Liabilities
Embedded derivative - 48 - 48
Total - (48) - (48) Westminster Group plc  I  Annual Report & Accounts 2011
NOTES TO THE FINANCIAL STATEMENTS CONTINUED 54
There have been no transfers between levels 1 and 2 in the reporting period.
The derivative entered into by the Group is not traded in active markets. The fair value of the contract is estimated using a 
valuation technique that maximises the use of observable market inputs, e.g. market exchange and interest rates (Level 2). See 
above.
17. Deferred tax assets and liabilities
Deferred tax assets and liabilities have been calculated using the expected future tax rate of 24% (2010: 28%). 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 1 Jan 2011
Recognised in 
equity
Recognised in 
proﬁ t and loss
31 Dec 2011
£’000 £’000 £’000 £’000
Deferred tax (liabilities)/assets
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)
1 Jan 2010
Recognised in 
equity
Recognised in 
proﬁ t and loss
31 Dec 2010
£’000 £’000 £’000 £’000
Deferred tax (liabilities)/assets
Non-current liabilities
Property, plant & equipment (104) 4 3 (97)
Non-current assets
Share based payments 5 (3) - 2
Unused tax losses 345 - 380 725
246 1 383 630
Recognised as
Deferred tax asset 350 727
Deferred tax liability (104) (97)
Company 1 Jan 2011
Recognised in 
equity
Recognised in 
proﬁ t and loss
31 Dec 2011
£’000 £’000 £’000 £’000
Deferred tax (liabilities)/assets
Non-current liabilities
Property, plant & equipment (97) - (2) (99)
Non-current assets
Share based payments 2 (2) - -
Unused tax losses ----
(95) (2) (2) (99)
Recognised as
Deferred tax asset 2 -
Deferred tax liability (97) (99) Westminster Group plc  I  Annual Report & Accounts 2011
 55
1 Jan 2010
Recognised in 
equity
Recognised in 
proﬁ t and loss
31 Dec 2010
£’000 £’000 £’000 £’000
Deferred tax (liabilities)/assets
Non-current liabilities
Property, plant & equipment (101) 4 - (97)
Non-current assets
Share based payments 5 (3) - 2
Unused tax losses 6 - (6) -
(90) 1 (6) (95)
Recognised as
Deferred tax asset 11 2
Deferred tax liability (101) (97)
18. Inventories
Group Company
2011 2010 2011 2010
£’000 £’000 £’000 £’000
Finished goods 112 229 - - 
112 229 - - 
The cost of inventories recognised as an expense within ‘cost of sales’ amounted to £6,218,000 (2010: £1,395,000).
No reversal of previous write-downs was recognised as a reduction of expense in 2011 or 2010. None of the inventories are 
pledged as securities for liabilities.
19. Trade and other receivables
Group Company
2011 2010 2011 2010
£’000 £’000 £’000 £’000
Amounts falling due within one year: 
Trade receivables, gross 2,233 1,575 - 4
Allowance for credit losses (1,253) (679) - -
Trade receivables 980 896 - 4
Amounts recoverable on contracts 43 663 - -
Other receivables 147 184 73 55
Financial assets 1,170 1,743 73 59
Prepayments 52 54 29 10
Non-ﬁ nancial assets 52 54 29 10
Trade and other receivables 1,222 1,747 102 69
Corporation tax recoverable 50 50 - -
Amounts falling due after one year: 
Trade receivables - 1 - -
Financial assets - 1 - -
Trade and other receivables - 1 - -
The average credit period taken on sale of goods in 2011 was 48 days (2010: 109 days). An allowance has been made for 
estimated irrecoverable amounts from the sale of goods of £1,253,000 (2010: £679,000). This allowance has been based on the  Westminster Group plc  I  Annual Report & Accounts 2011
NOTES TO THE FINANCIAL STATEMENTS CONTINUED 56
knowledge of the ﬁ nancial circumstances of individual receivables at the balance sheet date. A provision was made in 2010 
against a customer account in Longmoor Services for £545,000. A provision was made against receivables due from one customer 
in 2011 of £432,000.
The Group holds no collateral against these receivables at the balance sheet date.
The following table provides an analysis of trade and other receivables that were past due at 31 December, but not impaired. 
The Group believes that the balances are ultimately recoverable based upon a review of past payment history and the current 
ﬁ nancial status of the customers.
2011 2010
£’000 £’000
Not more than 3 months 483 189
More than 3 months but less than 6 months 76 230
More than 6 months but not more than 1 year 300 416
More than 1 year -36
859 871
The movement in the allowance for credit losses can be reconciled as follows:
2011 2010
£’000 £’000
Balance 1 January 679 72
Amounts written off (uncollectable) 170 638
Impairment loss (28) (31)
Provision against Juba airport contract 432 -
Balance 31 December 1,253 679
There are no signiﬁ cant credit risks from ﬁ nancial assets that are neither past due nor impaired. At 31 December 2011 £109,000 
(2010: £391,000) of trade receivables were denominated in US dollars, £48,000 (2010: £nil) Euros, £105,000 (2010: £nil) in 
Saudi Riyals and £1,293,000 (2010: £1,425,000) in sterling. The directors consider that the carrying amount of trade and other 
receivables approximates to their fair value.
20. Contracts in progress
The Group had contracts in progress at 31 December as follows:
2011 2010
£’000 £’000
Contract costs incurred plus recognised proﬁ ts less recognised losses to date 6,289 1,874
Less: progress billings (6,691) (1,399)
(402) 475
Recognised as:
Due from contract customers included in trade and other receivables 43 663
Due to contract customers included in trade and other payables (445) (188)
(402) 475
At 31 December 2011 retentions held by customers for contract work amounted to £6,000 (2010: £21,000). Westminster Group plc  I  Annual Report & Accounts 2011
 57
21. Cash and cash equivalents 
Group Company
2011 2010 2011 2010
£’000 £’000 £’000 £’000
Cash at bank and in hand 498 911 - 129
Short-term bank deposits 89 9 - -
587 920 - 129
Bank overdraft (173) (659) (121) -
Cash and cash equivalents for the purposes of the 
cash ﬂ ow statements
414 261 (121) 129
All the bank accounts of the subsidiaries and parent company 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. Details of deposits are as 
follows: 
Currency
Balance invested 
£’000
Weighted average 
interest rate
Weighted average 
term
Sterling 89 0.00% Overnight
22. Called up share capital
Group and Company 
Authorised 
The total number of authorised shares is 80,000,000 ordinary shares of £0.10 each (2010: 80,000,000 ordinary shares of £0.10 
each).
Issued and fully paid 
The total amount of issued and fully paid shares is as follows: 
Ordinary shares
Number £’000
At 1 January 2011 24,255,754 2,425
Other issues for cash 5,375,004 538
At 31 December 2011 29,630,758 2,963
On 25 July 2011 5,375,004 new ordinary 10 p share were issued for 12 p each, giving £108,000 share premium on issue, and 
these were admitted to AIM on 1 August 11. The costs associated with this issue were approximately £28,000 and this was 
allocated against the share premium. 
Details of the Group’s capital management policies and procedures are provided as part of the corporate governance report. Westminster Group plc  I  Annual Report & Accounts 2011
NOTES TO THE FINANCIAL STATEMENTS CONTINUED 58
23. Merger relief reserve
Group and Company
2011 2010
£’000 £’000
At 1 January 299 299
Premium on shares issued for the acquisition of Longmoor Security Limited - 246
Utilised against impairment of goodwill/investment in subsidiaries - (246)
At 31 December 299 299
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 than 30% of the Ordinary share capital of the Company;
• The Board determines the exercise price of options before they are granted. It is provided in the scheme rules that 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 the same basis as above, which are set out below.
Share options and weighted average exercise prices are as follows for the reporting periods presented:
Number of options
Weighted average 
exercise price per share (p)
Outstanding at 31 January 2010 627,585 34
Granted 15,000 33
Exercised (24,000) 10
Forfeited (30,000) 32
Outstanding at 31 December 2010 588,585 38 
Forfeited (2,000) 35
Outstanding and exercisable at 31 December 2011 586,585 38
Exercisable at 31 December 2010 486,585 35
The weighted average share price of the options exercised in 2010 was 34.5 p. Westminster Group plc  I  Annual Report & Accounts 2011
 59
The range of exercise prices and the weighted average remaining contractual life of share options outstanding at the end of the 
period are as follows:
2011 2010
Date of grant Exercise Price
Number outstanding 
at end of year
Weighted average 
remaining contractual 
life (in years)
Number outstanding 
at end of year
Weighted average 
remaining contractual 
life (in years)
5 Apr 2007 10p 274,000 5.3 274,000 6.3
27 May 2010 32.75p 15,000 8.4 15,000 9.4
25 Sep 2009 34.5p 70,000 7.7 72,000 8.7
21 Apr 2008 52.5p 15,000 6.3 15,000 7.3
21 Jun 2007 67.5p 203,585 5.5 203,585 6.5
20 Sep 2007 74p 9,000 5.7 9,000 6.7
Total 586,585 5.8 588,585 6.7
A 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:
5 Apr 21 Jun 20 Sep 21 Apr 25 Sep 27 May
2007 2007 2007 2008 2009 2010
Number of options granted 311,000 203,585 9,000 15,000 74,000 15,000
Share price at date of grant (p) 5.6 67.5 75.0 52.5 34.5 32.75
Exercise Price (p) 10.0 67.5 74.0 52.5 34.5 32.75
Volatility (annualised) 1.6% 1.6% 1.6% 1.6% 25.50% 28.33%
Average expected term to exercise 
(years)
4.5 4.5 4.5 4.0 4.5 3.5
Risk free rate % 1.81 1.81 2.35 2.35 4.07 1.71
Expected dividends - - - - - -
Fair value (p) - 5.3 8.4 4.7 15.8 2.65
For share options granted in 2007 and 2008 the expected share price volatility was determined taking the share price account of 
the historic daily share price movements.  For 2009 and 2010 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 a similar 
size to the Company, listed on the AIM index, as well as the volatility of other listed companies in similar industries.
The average expected term to exercise used in the models 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 £8,000 (2010: £8,000). Westminster Group plc  I  Annual Report & Accounts 2011
NOTES TO THE FINANCIAL STATEMENTS CONTINUED 60
25. Borrowings
Group Company
2011 2010 2011 2010
£’000 £’000 £’000 £’000
Current
Bank overdraft (secured) - - 121 -
Other Loan (Kingswalk) 81 - 81 -
81 - 202 -
Non current 
Convertible loan note 963 897 963 897
Total 1,044 897 1,165 897
The bank overdrafts represent overdrawn amounts in some subsidiaries, which are offset by cash balances in other subsidiaries.  
See note 16 for details of the convertible loan note.
26. Trade and other payables
Current Group Company
2011 2010 2011 2010
£’000 £’000 £’000 £’000
Trade payables 959 753 172 100
Accruals and other payables 295 231 48 78
Finance lease liabilities 69 51 60 28
Financial liabilities 1,323 1,035 280 206
Other taxes and social security payable 297 249 94 58
Deferred income 445 188 - -
Non-ﬁ nancial liabilities 742 437 94 58
Total current trade and other payables 2,065 1,472 374 264
Non-current Group Company
2011 2010 2011 2010
£’000 £’000 £’000 £’000
Deferred consideration ----
Finance lease liabilities 99 141 81 118
Financial liabilities 99 141 81 118
Total non-current trade and other payables 99 141 81 118
Trade and other payables principally comprise amounts outstanding for trade purchases and ongoing costs, as well as payments 
received in advance for contracts that have not yet been delivered.  The average credit period taken for trade purchases in 2011 
was 100 days (2010: 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 at year end but not yet earned.
At 31 December 2011 £242,000 (2010: £56,000) of payables were denominated in US dollars, £nil (2010: £6,000) in Euros and 
£828,000 (2010: £691,000) in sterling.  Westminster Group plc  I  Annual Report & Accounts 2011
 61
Finance lease liabilities
Group Company
2011 2010 2011 2010
£’000 £’000 £’000 £’000
At 1 January 192 - 146 -
Acquired through business combination - 46 - -
Acquired in the year - 146 - 146
Net repayments in the year (24) - (5) -
At 31 December 168 192 141 146
The ﬁ nance lease liabilities are in respect of leases where there is no expected future beneﬁ t. The corresponding asset has 
therefore been fully impaired. The Directors have used discounted cash ﬂ ows in valuing the ﬁ nance lease liabilities.
Future minimum ﬁ nance lease payments at the end of each reporting period under review are as follows.
Group Company
£’000 £’000
Within one year 69 60
In the second to ﬁ fth years inclusive 99 81
168 141
Finance Lease Liabilities are secured by the related assets held under ﬁ nance leases. Future minimum ﬁ nance lease payments 
are set out below.
Group Within 1 year 1-5 years Total
31 December 2011 £’000 £’000 £’000
Lease Payments 83 143 226
Finance Charges (14) (44) (58)
Net Present Value 69 99 168
Group Within 1 year 1-5 years Total
31 December 2010 £’000 £’000 £’000
Lease Payments 58 179 237
Finance Charges (7) (38) (45)
Net Present Value 51 141 192
Company Within 1 year 1-5 years Total
31 December 2011 £’000 £’000 £’000
Lease Payments 60 120 180
Finance Charges - (39) (39)
Net Present Value 60 81 141
Company Within 1 year 1-5 years Total
31 December 2010 £’000 £’000 £’000
Lease Payments 30 179 209
Finance Charges (2) (61) (63)
Net Present Value 28 118 146 Westminster Group plc  I  Annual Report & Accounts 2011
NOTES TO THE FINANCIAL STATEMENTS CONTINUED 62
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 before tax to 
arrive at operating cash ﬂ ow:
Group Company
2011 2010 2011 2010
£’000 £’000 £’000 £’000
Adjustments: 
Depreciation, amortisation and impairment of non-
ﬁ nancial assets 
170 279 41 192
Financing costs 400 190 379 183
Fair value movement of embedded derivative in 
Convertible Loan Notes
(44) (136) (44) (136)
Impairment of goodwill - 763 - -
Impairment of investment in subsidiaries - - - 763
Provision on intercompany debt - - 2,096 1,365
(Loss)/proﬁ t on disposal of non-ﬁ nancial assets 72 (3) - -
Share-based payment expenses 8888
Acquisition costs included in investing activities - 38 - 38
Total adjustments 606 1,139 2,480 2,413
Net changes in working capital: 
Decrease/(Increase) in inventories 117 46 - -
Decrease/(Increase) in trade and other receivables 525 2,592 38 (40)
(Decrease)/increase in trade and other payables 542 (715) (4) 104
Total changes in working capital 1,184 1,923 34 64
28. Related parties 
Transactions with key management personnel
The Group has a related party relationship with its shareholders and with its Directors who are its Executive ofﬁ cers. Details of 
the Executive and Non-Executive Directors’ remuneration are set out in the Remuneration Committee report. 
Peter Fowler, a director of the company gave a personal guarantee in respect of the Kingswalk loan of which £81,000 (2010: nil) 
remained outstanding at the year end. 
There were no amounts owed to the Directors at the year end (2010: £nil).
Transactions and balances between Group entities
At the period end, the following balances were owed to the Company by Group entities:
Company
2011 2010
£’000 £’000
Westminster International Limited 3,180 3,383
RMS Integrated Solutions Limited 1,055 646
Longmoor Security Limited 1,112 836
CTAC Limited 1,296 719
Westminster Facilities Management Limited 3 3
Westminster Technologies Limited 192 192
Less: provision against amounts due (3,656) (1,560)
3,182 4,219 Westminster Group plc  I  Annual Report & Accounts 2011
 63
During the period management charges were made from Westminster Group plc to its subsidiary companies as follows:
Company
2011 2010
£’000 £’000
Westminster International Limited 811 988
Longmoor Security Limited 244 471
RMS 376 -
CTAC Limited 356 347
1,787 1,806
The amounts due from the subsidiaries to the Company resulting from management charges and other intercompany activity 
are held as intercompany accounts and are not secured. The amounts due to the Group form part of the capital used by the 
subsidiaries.
At 31 December 2011 one of the Directors, P D Fowler, and his wife were together the largest shareholder in the Company 
through their interest of 6,361,794 shares in the Company. As of 31 December 2011 they controlled 21% of the issued capital.
29. 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 2011 was £160,000 (2010: £232,000).
The Company is party to an unlimited multilateral guarantee in respect of bank overdrafts of all companies within the Group.  
At 31 December 2011, these borrowings amounted to £52,000 (2010: £659,000).  The borrowings by Group companies were more 
than offset by cash in other Group companies, as shown in note 21.
The claim against the vendors of CTAC Limited under the associated sale and purchase agreement regarding a deﬁ ciency of net 
assets on completion in April 2010 is still ongoing and no asset is carried in this respect.  
By mutual consent, certain former employees, as part of their compromise agreements in 2011, agreed to surrender an 
aggregate of 498,691 ordinary shares of 10 pence each in the Company for the beneﬁ t of the Company (“Compensation Shares”). 
As the Company is unable, at present, to hold or cancel its own securities, the Compensation Shares are expected to be sold in 
the market and all proceeds of such sales will be for the beneﬁ t of the Company
30. 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. Westminster Group plc  I  Annual Report & Accounts 2011
NOTES TO THE FINANCIAL STATEMENTS CONTINUED 64
Foreign currency denominated ﬁ nancial assets and liabilities, translated into GBP at the closing rate, are as follows. Euro and 
Saudi Riyal assets and liabilities are not material:
Group Short-term exposure Long-term exposure
USD USD
£’000 £’000
31 December 2011
Financial assets 787 -
Financial liabilities (242) -
Total exposure 545 -
31 December 2010
Financial assets 144 -
Financial liabilities (56) -
Total exposure 88 -
If the US dollar were to depreciate by 10% relative to its year end rate, this would cause a gain in proﬁ ts in 2012 of £11,705 
(2011: £33,500). This calculation is based upon an instantaneous 10% weakening of sterling relative to the dollar from the 
level applicable at 31 December 2011. A strengthening of sterling would have an equal and opposite effect. Such analysis is for 
illustrative purposes only – in practice market rates rarely change in isolation.
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 and Company are the convertible loans, bank overdraft and short term Kingswalk loan 
(see note 16) which are at ﬁ xed interest rates. Interest on the cash holdings of the Group is not material and therefore no 
calculations of interest rate sensitivity have been undertaken.
Credit risk analysis
The Group’s maximum exposure to credit risk is limited to the carrying amount of ﬁ nancial assets recognised at the reporting 
date, as summarised below:
Group Company
2011 2010 2011 2010
£’000 £’000 £’000 £’000
Cash and cash equivalents 414 261 - 129
Trade and other receivables 1,170 1,744 73 59
1,584 2,005 73 188
The Group has a credit policy in place and the exposure to credit risk is monitored on an ongoing basis. Credit evaluations are 
performed on all customers requiring credit over a certain amount. In the case of material sales transactions, the Group usually 
demands an initial deposit from customers and generally seeks to ensure that the balance of funds is secured by way of letter of 
credit or similar instruments.
The Group’s management considers that the ﬁ nancial assets above that are not impaired or past due for each of the reporting 
dates under review are of good credit quality.  Major contracts in this year have been either under advanced customer payments 
or conﬁ rmed letters of credit.  This has led to improved collections and the fall in the average credit period taken by customers.
None of the Group’s ﬁ nancial assets are secured by collateral or other credit enhancements.
Some of the unimpaired trade receivables are past due at the reporting date. Financial assets past due but not impaired are 
shown in note 19 of these accounts:
Trade receivables consist of a large number of customers in different sectors of the market and geographical locations. Based 
on historical information about customer default rates management consider the credit quality of trade receivables that are not 
past due or impaired to be good. Westminster Group plc  I  Annual Report & Accounts 2011
 65
The carrying amount of ﬁ nancial assets whose terms have been renegotiated, that would otherwise be past due or impaired is 
£nil (2010: £nil).
The credit risk for cash and cash equivalents is considered negligible, since the funds are held with banks supported by the UK 
government.
No unimpaired trade receivables are past due at the reporting date in respect of the Company.
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 2011, the Group’s liabilities have contractual maturities (including interest payments where applicable) as 
summarised below:
Group Current Non-current
Within 6 months 6 to 12 months 1 to 5 years
Later than 
5 years
31 December 2011 £’000 £’000 £’000 £’000
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
Within 6 months 6 to 12 months 1 to 5 years
Later than 
5 years
31 December 2011 £’000 £’000 £’000 £’000
Convertible loans 60 60 1,380 -
Finance lease liabilities 30 30 120 -
Trade and other payables 236 - - -
Total 326 90 1,500 -
This compares to the Group’s ﬁ nancial liabilities in the previous reporting period as follows:
Group Current Non-current
Within 6 months 6 to 12 months 1 to 5 years
Later than 
5 years
31 December 2010 £’000 £’000 £’000 £’000
Convertible loans 60 60 1,500 -
Finance lease liabilities 26 25 141 -
Trade and other payables 1,421 - - -
Total 1,507 85 1,641 -
Company Current Non-current
Within 6 months 6 to 12 months 1 to 5 years
Later than 
5 years
31 December 2010 £’000 £’000 £’000 £’000
Convertible loans 60 60 1,500 -
Finance lease liabilities 14 14 118 -
Trade and other payables 236 - - -
Total 310 74 1,618 -
The above amounts reﬂ ect the contractual undiscounted cash ﬂ ows, which may differ to the carrying value of the liabilities at 
the reporting date. Where the customer has a choice of when an amount is paid the liability has been included on the earliest 
date on which payment can be required. Westminster Group plc  I  Annual Report & Accounts 2011
NOTES TO THE FINANCIAL STATEMENTS CONTINUED 66
31. Post balance sheet events
Fundraising 
On 30 April 2012 Westminster Group plc issued and allotted 2,941,176 new ordinary shares of 10p each representing 
approximately 9 per cent. of the enlarged issued share capital of the Company at a price of 17p per share, to a new strategic 
investor who has signiﬁ cant interests in West Africa, raising £500,000 (the “Placing”). 
African Airport contract
On 17 February 2012 the Group signed a contract , which has a potential revenue value in excess of $150million USD over the 
15 year term of the contract, to provide comprehensive ground security operations at the main international airport of a West 
African nation.
The contract involves the provision of a wide range of detection and surveillance technologies as well as the deployment of 
security personnel within the terminals, the airside zone and the airﬁ eld perimeter.
Following a two month pre-deployment transition period, operations commenced on 1 May 2012. Revenue is generated by a 
per passenger fee denominated in USD, payable directly to the Group  by airlines using the airport and is expected to generate 
fees of $4.5m in the ﬁ rst twelve months of operation. Our initial revenue forecast for the West African airport contract was 
calculated and based on only 100,000 passengers during 2011, with modest passenger growth over the term of the contract. It 
did not allow for revenues from cargo scanning, additional services or fare increases throughout the entire contract period, all 
of which could be signiﬁ cant. Westminster has the contractual right to make such charges, as well as to provide services at all 
airports in the country. Recent data indicates that passenger numbers are now expected to be ahead of forecast and forward 
growth rates may be signiﬁ cantly ahead of previous estimates as the country of operations is forecasted to have one of the 
fastest GDP growth rates in the world, and has discovered large natural resource deposits including oil and iron ore. A new and 
enlarged terminal capable of accommodating up to 900,000 passengers per year is due to open later in 2012. Given all of the 
above, our initial aggregate $150m revenue forecast could be achieved by the contract’s 8 year break point rather than the full 
contract term of 15 years. Should that be the case, the revenue potential for the full contract term would be substantial
Services are delivered through Westminster Aviation Security Services Limited (“WASS”) (a wholly owned subsidiary of the 
group), and its local trading associate company.   The latter was incorporated on 20 April 2012 and Westminster Aviation Security 
Services Limited which in turn will have a signiﬁ cant investment in and management control of this local legal entity which will 
deliver the services in the country. 
Operating Lease
In May 2012 a 12 month lease has been entered into, for a training facility to be used by Longmoor Security. The rental is £15k 
per month for the 12 months, and the agreement includes an option for an additional 4 years. Westminster Group plc  I  Annual Report & Accounts 2011
 67 Westminster Group plc  I  Annual Report & Accounts 2011
COMPANY INFORMATION 68
Directors 
Executive   Non-Executive
Peter Fowler    Lt. Col. Sir Malcolm Ross (Chairman)
Ian Selby     Sir Michael Pakenham 
Stuart Fowler 
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
Fairfax I.S. PLC
46 Berkeley Square,
Mayfair,
London
W1J 5AT
Auditor
Grant Thornton UK LLP
3140 Rowan Place
John Smith Drive
Oxford Business Park South
Oxford
OX4 2WB
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
Longmoor Security Ltd
P: +44 (0) 1295 756380 F: +44 (0) 1295 756381 E: info@longmoor-security.com
Westminster Aviation Security Services Ltd
P: +44 (0) 1295 756370 F: +44 (0) 1295 756372 E: info@wass-ltd.com
RMS (CTAC) Integrated Solutions Ltd
P: +44 (0) 1299 251499 F: +44 (0) 1299 253202 E: info@rms-ctac.com  Westminster Group plc
Westminster House
Blacklocks Hill
Banbury
Oxfordshire
OX17 2BS
United Kingdom
www.wg-plc.com