FIRE I SAFETY I SECURITY I DEFENCE
Worldwide World Class Protection
Annual Report & Accounts 2010
Westminster Group plc
Westminster House 
Blacklocks Hill 
Banbury 
Oxfordshire 
OX17 2BS
United Kingdom
www.wg-plc.com
Annual Report & Accounts 2010 Westminster Group plc
WestminsterGroupPlc 2012.pdf   1 06/06/2011   12:40 01 Highlights
03 Company Overview
09 Chairman’s Statement
10 Chief Executive Of cer’s report 
14 Finance Director’s report
16 Board of Directors
17 Directors’ report
19 Remuneration Committee report 
21 Corporate governance report
CONTENTS
The Westminster Group is a specialist 
security group operating worldwide via 
an extensive international network of 
agents and of ces in over 4 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.
24 Statement of Directors’ responsibilities
2 Independent auditor’s report 
26 Consolidated statement of comprehensive income
27 Consolidated and Company statement of nancial position
28 Consolidated statement of changes in equity
29 Company statement of changes in equity
30 Consolidated and Company cash ow statements
31 Notes to the nancial statements
68 Company information
 
WestminsterGroupPlc 2012.pdf   2 06/06/2011   12:40 “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.”
Peter Fowler 
Chief Executive Of cer
Key Points
 Continued expansion of international distribution network to over 45 countries 
offering unique in-country representation, knowledge and support
 New agents amongst others in Vietnam, Brazil, Colombia, Morocco and Latvia
 Record number of delegates trained by our close protection business Longmoor
 Exclusive distribution agreement for heart beat scanning equipment in UK
 Acquisition of niche security specialist CTAC Limited for £825,000
 Contracts won in elds of Intruder Detection, Fever Detection, Access Control, 
Command & Control, Blast Film Protection, Overt & Covert Scanning Equipment, 
Close Protection, Countermeasures Equipment, Explosive Detection Equipment 
and Fire Prevention
 Placings to raise £2.27m in aggregate before expenses
 Underlying loss from operations, £2.77m
 Net assets at 31 December 2010, £2.24m
 Net cash at 31 December 2010, £0.26m
Post Year End
 £11.9m of new order wins to date, including Multi million pound scanning order, expected completion in 2011
 Multi million pound order for the Middle East, expected completion in Q1 2012
HIGHLIGHTS 01
Westminster Group plc I Annual Report & Accounts 2010
Acquisition of CTAC – 24hr Control Room
On 15 April 2010 Westminster acquired CTAC Limited. CTAC is a specialist integrated 
provider of high end security solutions.
A key strength of the business is its 24 hour Alarm Receiving Centre (ARC) which 
is built, operated and certi ed to the National Security Inspectorate (NSI) Gold 
standard.
The ARC provides 24 hour control and monitoring services to third party organisations 
producing a valuable recurring revenue stream for the Group.
‘10
‘09
‘08
3,768
1,456
2,373
Enquiries Received
‘10
‘09
‘08
662
465
454
Orders Received
‘10
‘09
‘08
£3.2m
£8.2m
£7.8m
Value of Orders
‘10
‘09
‘08
£3.8m
£5.5m
£7.9m
Revenues
WestminsterGroupPlc 2012.pdf   3 06/06/2011   12:40 Westminster Group plc  I  Annual Report & Accounts 2010
HEADING 2 FIRE SERVICES & EQUIPMENT 02
Fire Solution: Academy Upgrade - United Kingdom
RMS was awarded a contract to supply fire detection and other equipment 
to an academy site in the UK.
The site comprises of four blocks and an enterprise area, every block has 
its own addressable fire alarm system, networked to form one complete 
system. The Academy has installed automatic detection and manual 
call points to activate sounders and plant shutdown. The system is also 
integrated with a Class Change System which sends an input at allotted 
times to the fire alarm to activate the sounders utilizing a different sound so 
that the pupils are alerted to the fact that it’s time to change class.
£200k
Contract Value
WestminsterGroupPlc 2012.pdf   4 06/06/2011   12:40 Westminster Group plc  I  Annual Report & Accounts 2010
COMPANY OVERVIEW 03
Longmoor Security Ltd:
Recognised as a leading provider of quality security personnel and corporate security solutions worldwide protecting high 
pro le international customers including organisations such as the BBC. Longmoor’s operatives all hold British Home Of ce or 
British Armed Forces quali cations in their specialist  elds.
The company covers four areas – Training, Security & Protection, Risk Management and Special Pro ects – providing a 
complete security solution. 
www.longmoor-security.com
RMS Integrated Solutions Ltd:
A specialist provider of integrated low voltage systems throughout the UK, including Fire & Security Systems, CCTV, 
Structured Cabling, TV & Satellite Distribution and Wireless Technology Distribution. Solutions are tailored to clients’ 
speci c needs, keeping goals and budgets at the forefront of design.
www.rms-is.com
Westminster International Ltd:
Providing solutions to almost any Fire, Safety, Security and Defence requirement, working with government agencies, 
military establishments, airports, sea ports, embassies, banks, power stations and ma or 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
CTAC Ltd:
A specialist integrated provider of ‘high end’ security solutions to a blue chip client base which operates in operationally 
critical, high value and high pro le  elds such as cash handling, bullion storage, ewellery and diamond merchants, chemical 
storage and the utilities market.
www.ctac-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 of ces in 45 countries. The Group consists of  ve operating 
divisions providing a wide range of solutions and services.
“I am pleased to report that our international reputation and demand for 
our services continues to grow and our enquiry activity is now at an all 
time high.”.
Lt. Col Sir Malcolm Ross GCVO, OBE
Chairman
International Monitoring Services Ltd:
Acquired as part of CTAC, International Monitoring Services Ltd was established to operate and expand the 24 hour Alarm 
Receiving Centre (ARC) which is built, operated and certi cated to the National Security Inspectorate (NSI) Gold standard 
and is capable of monitoring signals from around the world. The ARC has now been established under its own trading entity 
and launched as International Monitoring Services to re ect the international potential of the company within the Group.
www.international-monitoring.com
WestminsterGroupPlc 2012.pdf   5 06/06/2011   12:40 Westminster Group plc  I  Annual Report & Accounts 2010
HEADING 4 SAFETY SERVICES & EQUIPMENT 04
Safety Solution: Fever Detection Equipment - North Africa
Westminster secured a contract to supply a number of Westminster’s 
WG520 specialist Fever Detection Systems for public buildings in North 
Africa, which will be used to screen visitors for flu epidemics so that 
appropriate action can be taken. 
The portable WG520 Fever Detection System identifies persons who may be 
suffering from common influenza, SARS and other flu variants such as Avian 
flu, Bird and Swine flu etc. by identifying individuals whose body temperature 
exceeds a predetermined threshold. The WG520 is suitable for mass 
screening at airports, ports, stadiums and public buildings.
$200k
Contract Value
WestminsterGroupPlc 2012.pdf   6 06/06/2011   12:40 Westminster Group plc  I  Annual Report & Accounts 2010
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 of ces and agents in over 45 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 signi cant growth from the many opportunities 
presented.
A growing network of agents and of ces in over 45 countries
 Regional WSG Of ces
 Agent locations
COMPANY OVERVIEW CONTINUED 05
 UK & Europe 57%
 Africa 16% 
23% Middle East 4%  Rest of the World WestminsterGroupPlc 2012.pdf   7 06/06/2011   12:40 Westminster Group plc  I  Annual Report & Accounts 2010
HEADING 6 SECURITY SERVICES & EQUIPMENT  06
Security Solution: Scanning Equipment - Middle East
Westminster International won a contract to supply baggage scanning 
equipment to a customer in the Middle East.
The contract consisted of a number of Westminster’s advanced x-ray 
baggage scanner systems. X-ray baggage scanners which are familiar to all 
travellers are becoming increasingly important in the fight against the threat 
of terrorism in both commercial and governmental establishments.
$1 65k
Contract Value
WestminsterGroupPlc 2012.pdf   8 06/06/2011   12:40 Westminster Group plc  I  Annual Report & Accounts 2010
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  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  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 ammers, 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 
 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 ef 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  re detection & 
suppression systems.
Prison & Detention Centres
Westminster provides a range of effective 
security solutions for prisons & detention 
centres to control and monitor the  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 
sub ect to violent crime. Staff in the healthcare 
sector are regularly sub ect 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 of 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 not therefore tied to any one single product or technology; this is a key strength of our Group 
We are not dependent on any one supplier, 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. Our recent acquisitions of 
Longmoor and CTAC have further extended our range of services and, in addition to our technology solutions, we now also offer risk 
management, training, close protection and 24/7 monitoring services.
Sectors
Sector Analysis
The four sectors in which 
the group operates are 
represented as follows.
 Fire 7%
 Defence 34% 
42% Security 17%  Safety Based on orders received
WestminsterGroupPlc 2012.pdf   9 06/06/2011   12:40 Westminster Group plc  I  Annual Report & Accounts 2010
HEADING 8 DEFENCE SERVICES & EQUIPMENT 08
Defence Solution: Countermeasures Equipment - Far East
Westminster International secured a contract for the supply of a 
sophisticated electronic countermeasures system valued around $645,000
The contract was secured following a selective tender process with a 
national government in the Far East.
Under the contract, Westminster will provide specialised electronic 
countermeasures equipment compliant with export control requirements. 
The contract is expected to be completed in the first half of 2011
$645k
Contract Value
WestminsterGroupPlc 2012.pdf   10 06/06/2011   12:40 Westminster Group plc  I  Annual Report & Accounts 2010
CHAIRMAN’S STATEMENT 09
Overview
I am pleased to present the accounts of 
Westminster Group plc for the year ended 
31 December 2010. Whilst the results 
show a reduction in revenues for the year 
and an underlying loss from operations of 
£2.77 million I am pleased to report that 
our international reputation and demand 
for our services continues to grow as 
illustrated by the current order book 
and our enquiry activity is now at an all 
time high. The downturn we experienced 
during the challenging economic 
conditions of 2010 was due to delays on 
expected major contract awards from our 
governmental and blue chip client base. 
I am pleased to report however that we 
have started 2011 on a particularly strong 
note with several of the contracts we 
expected to secure in 2010 being won in 
early 2011, including two multi million 
pound contracts, which are the largest we 
have won to date.
Market
Despite continued global economic 
uncertainties we believe the market 
for security, defence,  re and safety 
solutions will continue to develop as 
recent events in North Africa and the 
Middle East illustrate only too well. 
Organisations throughout the world 
remain mindful of the need to protect 
their infrastructure, their assets and 
their people. Westminster, with its global 
presence and growing international 
reputation, is well placed to take 
advantage of such opportunities.
A key strength of our business model is 
the wide-ranging network of agents and 
of ces we have established and continue 
to expand around the world.
We are a British based but internationally 
focussed business with our focus 
outside of the UK being predominantly 
the Middle East, Asia and Africa. This 
network means we can carry out our 
international business in a very cost 
effective manner and ensures scalability 
in our operations. We have agents located 
in all the countries in which we wish to 
operate.  Although we cover a wide range 
of countries, we focus our efforts on 
countries where our skills and expertise 
can be of most bene t and do not actively 
pursue other markets.
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 of cial bodies.
Staff
As a service based business our staff 
are vital to the continued growth and 
development of our business. We are 
fortunate in having a highly committed 
and dedicated workforce who have 
performed exceptionally well during a 
dif cult period and I warmly thank them 
for all their hard work and effort during 
the past year.
Summary
2011 has started on a strong note with 
a number of signi cant new contract 
awards and the Directors believe the 
Company will show considerable organic 
growth in 2011.
Finally I would also like to thank you, our 
shareholders, for your continued support.
Lt. Col. Sir Malcolm Ross GCVO, OBE
Chairman
1 June 2011
“A key strength of our business model is the wide-ranging 
network of agents and of ces we have established and continue 
to expand around the world.”.
Lt. Col Sir Malcolm Ross GCVO, OBE
Chairman
FIRE I SAFETY I SECURITY I DEFENCE
WestminsterGroupPlc 2012.pdf   11 06/06/2011   12:40 Westminster Group plc  I  Annual Report & Accounts 2010
CHIEF EXECUTIVE OFFICER’S REPORT 10
Overview
The Group’s principal activity remains 
the design, supply and ongoing support of 
advanced technology security, defence, 
 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. 
2010 was a challenging year with 
the continued global uncertainty of 
the economic downturn causing our 
government and corporate clients around 
the world to defer their spending plans. 
As a consequence, after three years 
of growth in turnover, we experienced 
a downturn in revenues resulting in 
an underlying loss from operations of 
£2.77 million for the year. The results 
however do not re ect the success of the 
Company during the year in building its 
international reputation and presence, 
evidenced by the signi cant increase in 
enquiries received, which by the year end 
were at their highest ever level.
We continue to be focussed on providing 
niche products and services for niche 
markets worldwide and in 2010 we 
successfully delivered a wide range of 
products and services which illustrate 
that focus. 
The scope of our services ranges from 
the regular supply of a wide array of 
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 as 
experienced in 2010, it is such projects 
that we believe will deliver substantial 
growth to the Company in due course. 
In this respect we made good progress 
in 2010 and we are currently negotiating 
a number of important potential major 
projects any one of which, if secured, 
would be transformational.
Our Market
Our market is wide and diverse with 
intense competition in certain areas, 
whilst having under-developed, 
fragmented competition in others. These 
latter areas are the primary focus of our 
international activities.
Whilst we have a presence and operate 
in around 45 countries, our market 
focus outside of the UK is predominantly 
the Middle East, Asia and Africa with 
a growing interest in Eastern Europe 
and South America. We have made, and 
continue to make, signi cant investment 
in building up our international presence 
and agency network which, together 
with the marketing strategy we have 
developed, provide Westminster with 
a competitive advantage and I believe 
we are therefore well placed to achieve 
signi cant growth from the many 
opportunities presented in our focussed 
markets.
Our acquisition of CTAC extends our 
market into the high security and 
utilities market as well as opening up 
new markets in the extensive area of 
remote monitoring and surveillance whilst 
our Longmoor Security division further 
extends our market focus and capabilities 
with the provision of risk management, 
close protection and training services to 
high net worth clients, corporations and 
government bodies worldwide. 
Strategy
We believe success in our target 
markets requires meeting exacting 
criteria: credibility,  nancial stability, 
professionalism and experience, with 
a demonstrable track record and, 
crucially, ‘in-country’ knowledge and 
connections. These, together with the 
political and logistical issues presented 
in many countries, present a signi cant 
barrier to entry for many companies, 
yet provide a major opportunity for a 
company such as Westminster, which has 
the right credentials and an extensive 
local support network. Our target clients 
are potentially high value repeat order 
customers with demanding performance 
criteria.
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 stands us in good 
stead to secure and deliver increasing 
business within this target market. 
We have, in recent years, devoted much 
of our efforts to establishing a credible 
worldwide network of agents who can 
provide in-country logistics support, 
manpower, intelligence and, critically 
for our clients, on-going service support 
once we have provided the goods or 
services. We now have an extensive agent 
network in over 45 countries covering 
every continent with the exception of 
Antarctica, which has undoubtedly helped 
us achieve our global exposure. However, 
our strategy is to build on and improve 
this network, replacing underperforming 
agents and in key markets appointing 
‘Super Agents’, who have the size and 
 nancial strength to prime and  nance 
major contracts in their regions. We 
have already appointed super agents in 
the UAE and Qatar and are in discussions 
with potential super agents in Iraq, Saudi 
Arabia and a number of other countries. 
“We continue to be focussed on providing niche products and 
services for niche markets worldwide and in 2010 we successfully 
delivered a wide range of products and services which illustrate 
that focus.”.
Peter Fowler
Chief Executive Of cer
WestminsterGroupPlc 2012.pdf   12 06/06/2011   12:41 Westminster Group plc  I  Annual Report & Accounts 2010
 11
Our strategy is to deliver signi cant 
growth via the successful deployment of 
major projects whilst increasing the ow 
of smaller product and services sales. We 
recognise however that this can lead to  
lumpy revenue depending on the timing 
of contracts, which was the strategic 
objective of acquiring CTAC in order 
to acquire its 24 hour Alarm Receiving 
Centre (ARC) which generates regular 
recurring revenue and has substantial 
capacity for expansion. We are now in 
the process of establishing the ARC as its 
own operating division under the name of 
International Monitoring Services and are 
already in discussions with several major 
corporations regarding the provision of 
large scale monitoring services, which, 
if successful, would generate signi cant 
additional recurring revenue. The 
installation and maintenance business of 
CTAC will be merged with our existing UK 
systems integrator RMS.  
We have now established Longmoor 
Security as a leading training provider 
for ex-military personnel wishing to 
obtain SIA licensing to operate as close 
protection of cers and our strategy going 
forward is to extend the number and 
scope of the training courses provided 
both within the UK and overseas. We 
are also looking to extend the scope of 
its close protection operations and risk 
assessment studies worldwide.
We are not a manufacturer and are not 
therefore tied to any one single product 
or technology.  As a solutions provider, 
we offer a broad range of products and 
services from manufacturers all over the 
world, wherever possible negotiating 
advantageous or exclusive rights prior 
to promoting them to our target client 
base. We believe that one of the key 
strengths of the Group is our ability to 
bring together and integrate a wide range 
of technologies from different sources to 
produce comprehensive bespoke solutions 
suited to clients’ needs.
We are committed to delivering this 
strategy both through organic growth and 
by strategic and targeted acquisitions.
Marketing
Due to the global nature of our business, 
an effective web presence is an important 
aspect of our marketing strategy. We have 
established a major website presence for 
each of our operating companies as well 
as our investor based Group website and 
we continue to invest heavily in search 
engine optimisation. Our international 
website is particularly successful and 
is believed to be one of the largest 
security product websites in the world 
running into hundreds of pages. We are 
currently creating multi lingual versions 
of key pages including an extensive 
Russian version with the assistance of our 
Ukrainian agent.
Our various group websites are as follows:
 www.wg-plc.com
 www.wi-ltd.com
 www.longmoor-security.com
 www.rms-is.com
 www.ctac-ltd.com
 www.international-monitoring.com
All websites are fully interactive and 
provide an excellent showcase for the 
Group’s extensive range of products and 
services.
We also have a number of Group videos 
which can be viewed on the various 
websites or on the Westminster Channel 
on Youtube - http://www.youtube.com/
user/WestminsterGroup.
Our various Group brochures may be 
found here - http://www.wg-plc.com/
media/brochures 
Westminster’s growing international 
reputation is evidenced by the increasing 
number of events and lectures that the 
Company is asked to attend or speak at.
In March 2010 Westminster Group Plc 
provided the keynote speaker on security 
issues facing the Oil and Gas industries at 
the prestigious Oceantex 2010 Conference 
& Exhibition in Mumbai.
In June 2010 Westminster International 
provided a major presence at the Ministry 
of Justice Exhibition at the Queen 
Elizabeth II Conference Centre in London.
In November 2010 we were interviewed 
by Sky News following the attempted 
armed kidnapping of Formula One 
champion Jenson Button in Brazil. We 
were selected to be interviewed as 
experts in the eld of Close Protection 
and defensive driving skills in order to 
comment on the incident.
In November 2010 Westminster UAE (our 
UAE super agent) hosted the VIP luncheon 
at the Roadex and Railex Exhibition in Abu 
Dhabi, United Arab Emirates and lectured 
on security.
Business review
2010 was a dif cult year in terms of 
revenue and earnings due to delayed 
orders in a continuing uncertain economic 
climate. Nevertheless the year was 
a success in terms of the continued 
enhancement in the quality and size of 
enquiries in which we are involved, the 
number and size of quotations issued, 
acquisition, new strategic investors and 
the overall activity of the various Group 
companies.
WestminsterGroupPlc 2012.pdf   13 06/06/2011   12:41 Westminster Group plc  I  Annual Report & Accounts 2010
CHIEF EXECUTIVE OFFICER’S REPORT CONTINUED 12
CTAC 
On 15 April 2010 we acquired CTAC 
Limited. CTAC is a specialist integrated 
provider of ‘high end’ security solutions 
to a blue chip client base and which 
operates in operationally critical, high 
value and high pro le elds such as cash 
handling, bullion storage, jewellery and 
diamond merchants, chemical storage 
and utilities. 
A key strength of the business is its 
24hour Alarm Receiving Centre (ARC) 
which is built, operated and certi cated 
to the National Security Inspectorate 
(NSI) Gold standard, the highest level 
of such certi cation in the UK. The ARC 
operates as a 24/7 control & command 
centre and monitors alarm and video 
signals from over 1,000 systems across 
the UK, producing a strong recurring 
revenue stream. 
Founded in 2004, CTAC operates from a 
3,000sq ft premises in Kidderminster, UK, 
supporting clients primarily within the UK 
but with a growing interest and signi cant 
market potential internationally.
The addition of CTAC to the Group 
continues Westminster’s expansion 
through the integration of complementary 
services. Synergistic bene ts of the 
acquisition include:
 Niche business in sector and good t 
with Westminster’s core business;
 24 hour Control & Command facility 
and Alarm Receiving Centre is a 
major enhancement to the Group’s 
service operations presenting cross 
selling opportunities to other Group 
companies and international clients 
operating across international time 
zones;
 Opportunity to add new services such 
as 24 hour travel advice, emergency 
medical and hostile extraction 
services to overseas travellers and 
third party remote monitoring and 
call centre services; and;
 Ready built nationwide service 
team and infrastructure to serve 
Westminster’s increasing UK customer 
base, including Westminster’s 
recently announced contract with 
the Ministry of Justice covering 139 
Prisons in England and Wales.
The extent of these opportunities 
means that the Board remains con dent 
that CTAC will prove to have been a 
worthwhile acquisition.
A review of business activities by region is 
given below:
The Middle East
The Middle East is a key focus market 
for us and one we have been actively 
developing throughout the year. We have 
increased our agency representation 
including the appointment of super 
agents in the UAE and Qatar and are in 
discussions with suitable companies to 
become super agents in Iraq and in Saudi 
Arabia.
We delivered a range of solutions in the 
Middle East including blast protection to 
various countries in the region, explosive 
detection equipment and training, various 
scanning and screening systems and are 
currently in advanced negotiations with 
several governments and major clients 
in the region on several very sizeable 
potential projects.
In October 2010 we hosted a high level 
delegation from the Ministry of Interior 
in Iraq to discuss and see eld trials of a 
con dential multi million dollar project 
we have been in discussions about for 
sometime and which could result in 
signi cant business in the region. 
In December 2010 we also hosted a 
delegation from the UAE Navy for 
presentations and trials of marine 
security solutions. This followed a 
multi million dollar bid submission 
by Westminster for a marine security 
solution at naval facilities. The meetings 
and trials went very well and Westminster 
has been shortlisted as a potential 
supplier. In March 2011 a second high 
ranking UAE naval delegation visited 
Westminster for further discussions on an 
increased scope of works. 
Our contract for the installation of an 
advanced security net across the river 
Nile to protect the new Nagaa Hammadi 
Dam complex in Egypt is well underway 
and, despite minor disruption during the 
recent troubles in Egypt, the project is on 
course for completion in 2011.
The ability to design and deliver wide and 
diverse creative solutions of this nature, 
addressing dif cult security issues is, we 
believe, what distinguishes Westminster 
in the market.
Africa 
Africa remains an important market for us 
and one where we see signi cant business 
opportunities for the future. During 
2010 we continued to secure a wide 
range of contracts for a diverse range of 
equipment in the region. For example 
we provided fever screening equipment 
to Libya, electronic ordinance disposal 
equipment to an East African Government 
and various x-ray scanning solutions to 
clients in the region.
Our major contracts for a complete 
airport security solution at Juba Airport in 
Southern Sudan and for a comprehensive 
surveillance solution for the National 
Bank of Ethiopia are both progressing well 
and both are expected to be completed 
in 2011. Both contracts have also been 
subject to increased scope of work and 
extension contracts.
The Americas 
We see South America as a potential 
growth market and our activities in the 
region continue to grow. As a result we 
have appointed new agents in Brazil and 
Colombia. We have secured a number 
of valuable smaller orders in the region, 
including risk assessments on potential 
major projects. We are not focussed on 
winning business in North America at this 
time. 
Asia Paci c
The Asia Paci c region is also a focus 
area for the Group where we anticipate 
growing demand for our services.  We 
have received a number of signi cant 
enquiries for our products and services 
in the region during 2010 and secured a 
number of contracts including frequency 
jamming equipment to an Asian 
Government, silent drilling equipment 
for covert operations to an Asian security 
services, re detection equipment to 
both New Zealand and Australia as well 
as numerous sales of x-ray screening 
and bomb disposal equipment within the 
region. We have also already secured 
further signi cant contract wins in early 
2011.
WestminsterGroupPlc 2012.pdf   14 06/06/2011   12:41 Westminster Group plc  I  Annual Report & Accounts 2010
  13
UK & Europe
As reported earlier we are focussed on 
providing niche products and services to 
an international marketplace. The UK 
and Europe are important markets for 
us and our acquisition of CTAC during 
the year and the addition of the Alarm 
Receiving Centre (ARC) that was part 
of the acquisition, means that we are 
now expanding our customer base in the 
region with a broader range of products, 
services and security solutions, with a 
focus on delivering recurring revenue 
streams through monitoring services. 
The ARC is being separated from the 
CTAC business under the name of 
International Monitoring Services allowing 
the business to operate independently 
from the installation side of the business 
and therefore be more attractive to 
other installers and users of monitoring 
services. We are already in discussions 
with several major retailers regarding 
their monitoring requirements.
During the year we continued to supply 
and support HM Prisons, under the 
four-year framework contract with the 
UK Ministry of Justice (MoJ), relating to 
the supply and maintenance of various 
security equipment for UK Prisons. The 
MoJ oversees the operation of 139 prisons 
in England and Wales with varying levels 
of security requirements. Despite the 
cutbacks experienced within the MoJ we 
are now seeing increased activity and a 
growing demand for the Group’s services. 
In addition we have begun to supply 
prisons and correctional facilities outside 
of the UK.
RMS continued to suffer from the 
downturn in construction activity within 
the UK. However during the period RMS 
did increase its recurring revenue stream 
by over £60,000. Going forward the 
RMS business is being merged with the 
installation and maintenance business of 
CTAC and the business refocused away 
from construction. 
Longmoor Security made good progress in 
2010, increasing its revenues by 175%. Its 
training courses for ex military personnel 
wishing to obtain SIA licences to work 
in the private security arena were well 
subscribed and the company ran regular 
accredited close protection training 
courses throughout the year. 
Management & Staff
We started 2010 with 45 staff which by 
the year end had grown to 70, including 
our overseas operatives.
Share issues
During the year we have issued shares 
to raise £2.27 million before expenses. 
This included investment from new 
institutional shareholders and strategic 
investment from business partners. 
Current trading and outlook
Whilst 2010 suffered a downturn due 
to delayed contract awards, we have 
made an extremely positive start to 
2011 with several signi cant contract 
awards being announced, including two 
multi million pound contracts. In January 
we announced a major contract award 
for mobile surveillance vehicles, which 
was then our largest contract award to 
date and is now expected to be fully 
completed by the end of the year. 
We have since announced an even larger 
contract for the supply of integrated 
security solutions to high pro le sites in 
the Middle East. This contract involves 
the protection of a number of high pro le 
sites within the Middle East and involves 
the provision of advanced detection and 
surveillance equipment including radars, 
sonars and thermal imaging surveillance 
equipment networked to an advanced 
integrated central Control & Command 
system.
The above two orders show a step change 
in the size and value of projects that 
we are now securing and bode well for 
future trading. As at 1 June 2011 we have 
received £11.9 million of orders in 2011, 
which means that our order book is at its 
highest level ever. We also have a number 
of other signi cant contracts under 
negotiation. Our enquiries are running 
at record levels and we have our largest 
ever active quote bank.  The timing of 
orders and the delivery of such is, of 
course, dif cult to forecast with certainty 
and can be delayed by matters beyond 
the Company’s control.
We continue 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 
signi cantly enhanced with each contract 
delivered.
We have a solid order book, a robust 
business plan and vision, clear strategic 
goals and objectives and a commitment 
to the continuing development of 
our operational infrastructure. We 
have a strong management team and 
an experienced board of Directors. 
Accordingly we are con dent of a solid 
performance for 2011 and exciting growth 
prospects beyond.
P.D. Fowler
Chief Executive Of cer 
1 June 2011
PORT I AIRPORT I UTILITIES I INFRASTRUCTURE
WestminsterGroupPlc 2012.pdf   15 06/06/2011   12:41 Westminster Group plc  I  Annual Report & Accounts 2010
FINANCE DIRECTOR’S REPORT 14
General
The revenues of the business fell in 2010 
to £3.8 million, 52% lower than in 2009. 
Principally as the result of this fall in 
revenues and the impairment of goodwill, 
we made a loss after tax for the year of 
£3.82 million, compared with a pro t of 
£121,000 in 2009. The net cash reserves 
of the Group at 31 December 2010 were 
£0.3 million (2009: £0.2 million).
Income statement
The revenue reduction in 2010 to £3.8 
million (2009: £7.9 million) was primarily 
attributable to delays in placing orders 
by our principal government customers, 
rather than losing bids for contracts. In 
2010 UK and Europe represented 57% of 
revenues (2009: 34%), whereas Africa only 
represented 16% of revenues (2009: 53%).
Our gross pro t in 2010 fell to £399,000 
(2009: £2.75 million), as discussed under 
Gross pro t margin below.
Administrative expenses increased by 
76% over the year to £4.57 million (2009: 
£2.60 million). £763,000 of this increase 
is impairment of goodwill, £430,000 is the 
administrative costs of CTAC, which was 
acquired during the year, £545,000 is a 
provision for bad debt against a speci c 
client and £38,000 the acquisition costs 
of CTAC. In 2010 the Group bene tted 
from invoicing in dollars and holding 
dollars to the extent of £93,000, whereas 
in 2009 we had foreign exchange losses 
of £73,000. Excluding the impairment 
of goodwill, CTAC administrative costs, 
the bad debt provision, CTAC acquisition 
costs and currency gains or losses, our 
comparable administrative expenses 
rose by 14% year on year (2009: 11%). 
We continue to keep costs under tight 
control, whilst ensuring that we spend 
suf ciently to support our continuing 
growth.
Financing costs were £190,000 for the 
year (2009: £116,000), £174,000 of this 
cost was the effective interest cost on 
the Convertible Loan Notes that were 
issued on 29 June 2009 (2009: £82,000). 
Finance income was £136,000 (2009: 
£107,000), which was all attributable to 
the fair value movement relating to the 
embedded derivative in the Convertible 
Loan Notes.
We have increased the deferred tax 
asset from £347,000 in 2009 to £770,000 
in 2010. The deferred tax asset does 
not re ect all the tax losses that are 
available to the Group, but only those 
that the Directors consider will be usable 
in the foreseeable future based upon 
current trading
Segmental performance
Our advanced technological division, 
Westminster International, saw revenues 
reduce by 72%, which resulted in a loss 
after tax of £1,356,000 (2009: pro t 
£239,000). Our low voltage division, 
RMS, saw a reduction in revenues of 73%, 
and also came under margin pressure, 
largely as the result of the downturn in 
the construction industry. As a result the 
loss after tax increased from £165,000 
in 2009 to £533,000 in 2010. Our close 
protection division, Longmoor Security, 
generated a loss after tax of £851,000 
(2009:£134,000). Although revenues 
increased by 164% on a year on year 
basis, a bad debt provision of £562,000 
reversed the bene t of that revenue 
increase.
Balance sheet 
At 31 December 2010 the Group had 
shareholders’ equity of £2.24 million 
(2009: £3.8 million). The Group’s 
principal tangible assets are £0.3 million 
cash (2009: £0.2 million) and the 4.5 acre 
freehold head of ce site in Oxfordshire. 
The site was valued as at 31 December 
2010 at £890,000.
Trade receivables were £0.90 million at 
31 December 2010 (2009: £3.60 million). 
On the Juba contract $194,000 was due at 
31 December 2010 (2009: $3.4million).
The Group has contracts that straddle 
 nancial periods and that are closer to 
completion than invoicing would suggest; 
this has enabled the Group to recognise 
amounts recoverable on contracts of 
£663,000 that will be invoiced in 2011 
(2009: £94,000). 792,683 new ordinary 
shares were issued in the year as part 
of the consideration for the acquisition 
of CTAC Limited. They were issued at a 
price of 41p each, thereby generating a 
premium of £246,000 taken to merger 
relief reserve. In the statement of 
changes of equity this amount has 
been utilised against the impairment 
of goodwill recognised in the income 
statement. In the accounts of the 
Company the merger relief reserve has 
been utilised against the impairment in 
value of CTAC.
During 2010, 8,546,000 new ordinary 
shares were issued for total cash proceeds 
before expenses of £2.27 million, 
generating a total share premium of 
£1.41 million. Part of the share premium 
has been utilised in relation to the direct 
costs of those issues, which totalled 
£350,000 (2009: nil).  Details are set out 
in note 22 to the  nancial statements.
Liabilities include trade payables which 
totalled £753,000 at 31 December 2010 
(2009: £518,000). Deferred income 
stands at £188,000 (2009: £423,000) and 
represents invoices raised on which the 
revenue has not yet been recognised 
on a number of contracts. Accruals and 
other payables have risen to £231,000 
“The value of orders received so far in 2011 is £11.9 million, 
the highest level that the Group has known, which is the 
basis for the Directors’ belief that 2011 is likely to show a 
substantial improvement over 2010”.
Nicholas Mearing-Smith
Finance Director
WestminsterGroupPlc 2012.pdf   16 06/06/2011   12:41 Westminster Group plc  I  Annual Report & Accounts 2010
  15
at the year end (2009: £179,000) and 
represent a number of relatively minor 
items. Finance lease liabilities totalling 
£192,000 (2009: nil) have been recognised 
as onerous leases, as the Directors do not 
consider that these leases for software 
and equipment represent ongoing assets 
of the business.
One unusual aspect of our balance sheet 
is the need to provide performance 
bonds, advance payment guarantees 
and bid bonds underwritten by our 
bank in respect of various contracts 
that we have secured or are seeking. 
Our bank facility used to provide for a 
maximum of £545,000 of such bonds to be 
outstanding at any one time, but has now 
been limited to those bonds currently 
outstanding of £232,000. If the total of 
bonds outstanding exceeds that gure, 
then the excess has to be locked up as 
cash on deposit to secure the bonds. In 
May 2011 the Company entered into a 
short term loan agreement for £150,000, 
which is repayable in July 2011.
Cash ows
The Group had net cash in ows of 
£59,000 (2009: out ow £370,000), which 
comprised operating cash used of £1.2 
million (2009: £1.2 million), investing 
cash used £755,000 (2009: £185,000) 
and nancing activities cash generated 
of £1.98 million (2009: £1.02 million). 
The operating cash used is primarily 
owing to the losses for the year, reduced 
by a reduction in working capital of 
£1.92 million, (2009: increase £1.47 
million); cash used relates mainly to the 
acquisition of CTAC.
Gross pro t margin
Gross pro t margin in 2010 fell to 10.5% 
(2009: 34.6%). Our gross margins are a 
function of the mix of business with large 
complex projects tending to generate 
higher gross pro t margins than the more 
straightforward supply of products. In 
2010 there was limited revenue from 
larger projects and certain UK contracts 
made losses, partly attributable to the 
problems in the UK construction industry.
Earnings per share
The Group recorded a basic loss per share 
of 20.54 pence (2009: earnings per share 
0.82 pence). 
Key performance indicators
The main performance indicators 
used in 2010 were gross pro t margin, 
operating pro t and loss and individual 
job pro tability. The Group management 
information contains signi cant detail 
concerning operational performance and, 
in addition to the above measures, the 
Board reviews the ratio of operating pro t 
to operating cash ows, administrative 
expenses compared to budget as well as 
debtor ageing and revenue visibility.
In addition to the main nancial 
indicators, the Board reviews a range of 
non- nancial indicators. The business 
is long-term in nature, meaning that 
decisions concerning major projects can 
take years to develop to the point of 
order. Therefore operational management 
monitors enquiry activity very closely. 
The Group maintains an extensive quote 
book of live enquiries which are reviewed 
on a regular basis with all call activity 
logged. We particularly focus on those 
enquiries where decisions are expected 
imminently. In addition, the number 
and average size of orders are carefully 
reviewed to identify any emerging trends 
in order sizes or products demanded. The 
use of these extensive indicators ensures 
that we are informed of, and in control 
of, the nances of the Group.
The following table shows the key non-
 nancial indicators that are relevant to 
the Group: 
 
2008 2009 2010
Number of 
enquiries 1,456 2,373 3,768
2008 2009 2010
Number of 
orders placed 465 454 662
Value of orders 
placed (£m) 8.2 7.8 3.2
The number of enquiries is rising 
substantially each year, which is an 
important indicator of the effectiveness 
of the Group’s marketing efforts. It can 
be seen that the number of orders fell 
in 2009, but rose again in 2010. However 
the value of orders placed in 2010 fell 
signi cantly, as described elsewhere in 
this report. This demonstrates that the 
lack of one or two expected major orders 
in a single year can have a very signi cant 
effect on the results for the year. 
However, the value of orders received so 
far in 2011 is £11.9 million, the highest 
level that the Group has known, which 
is the basis for the Directors’ belief 
that 2011 is likely to show a substantial 
improvement over 2010.
Acquisition of CTAC Limited
On 15 April 2010 Westminster Group 
plc acquired the entire issued share 
capital of CTAC Limited for an initial 
consideration of £825,000, which was 
satis ed by £500,000 in cash and the 
balance of £325,000 by the issue of 
792,683 new ordinary shares of 10p each 
in Westminster at 41p on the date of 
completion.
As stated in notes 9 and 29 a claim 
for £740,000 is being made against 
the vendors of CTAC under the terms 
of the Sale and Purchase Agreement. 
Nevertheless the Directors believe that 
CTAC will prove to be valuable addition to 
the Group.
N. P. Mearing-Smith
Finance Director 
1 June 2011
BANKS I EMBASSIES I HOTELS I STADIUMS
WestminsterGroupPlc 2012.pdf   17 06/06/2011   12:41 Westminster Group plc  I  Annual Report & Accounts 2010
BOARD OF DIRECTORS 16
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  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 Of 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.
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 Of 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 Of 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 Of 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.
Nicholas Mearing-Smith
BScEcon, FCA, ATII, MSI
Finance Director 
Nicholas is a chartered accountant, a 
former partner of a major stockbroking 
 rm and an ex-investment banker. In 
1989 he founded a cable television 
business, which became part of NYNEX 
CableComms plc, of which he became 
Chief Financial Of cer. When NYNEX 
CableComms merged into Cable & 
Wireless Communications plc, he became 
Finance Director of the operation 
which had a £2.3 billion turnover. Both 
companies were  oated on the London 
Stock Exchange, in 1995 and 1997 
respectively.
Nicholas left in 1999 to become C.E.O. of 
an international cable business and has 
more recently been involved in starting 
and managing new telecoms and related 
businesses.
Nicholas joined Westminster as Finance 
Director in February 2007.
WestminsterGroupPlc 2012.pdf   18 06/06/2011   12:41 Westminster Group plc  I  Annual Report & Accounts 2010
DIRECTORS’ REPORT 17
The Directors present their report and the audited nancial statements for the year ended 31 December 2010.
Principal activities
Westminster Group plc (the “Company”) and its subsidiaries (together the “Group”) design, supply and provide ongoing support for 
advanced technology security, safety, 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 agents located in 45 countries at 31 December 2010. 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 
Of cer’s and Finance Director’s reports.
The Directors who held of 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
R.W. Worrall
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. However, 
political risks are beyond the control of the Group’s management. 
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 t our schedule around that of a larger overall contract, which may impact timing 
of cash ows. We seek to limit such risks by avoiding committing ourselves to purchasing supplies until the start date has been 
 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 speci c country through the knowledge of our agents; 
The Directors believe that the Group’s strategy of not being a manufacturer or being dependent on any particular technology and in 
offering a broad range of products and services to a wide range of clients with a wide geographical spread is a key strength and helps 
minimise operational risk.
The main nancial risks are set out in Note 30. At the balance sheet date in 2009, the most signi cant risk was in respect of the 
amount due on the Juba contract. However at the balance sheet date in 2010 the amount due was at a signi cantly lower level 
than it was at the end of the previous year. Owing to the lumpy nature of the Group’s business there is a risk if major contracts are 
not secured in a timely fashion and if external nance is not then available until those contracts are signed. This risk is very closely 
monitored by the Board in order to limit the overall risk to the business. Other risks are monitored and controlled on a continuing 
basis. 
Results and dividends
The Group’s results for the nancial year are set out in the consolidated statement of comprehensive income. 
The Directors do not recommend the payment of a dividend (2009: nil).
WestminsterGroupPlc 2012.pdf   19 06/06/2011   12:41 Westminster Group plc  I  Annual Report & Accounts 2010
DIRECTORS’ REPORT CONTINUED 18
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 signi cant interests in the Company
At 1 June 2001 those shareholders, other than Directors, who had disclosed to the Company an interest of more than 3 per cent of 
the issued share capital, are set out as follows:
Name of shareholder or nominee Holding %
Hamed Al Jamel 16.49%
Northcote (IOM) Ltd 13.48%
Claire eld Holdings 4.02%
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 107 days (2009: 43 days). This increase was partly the result of the low level 
of revenues and, hence, purchases during the year, which reduced the denominator for the calculation. The lumpy nature of the 
Group’s business also contributed, as can be seen by comparing these gures with the equivalent gure at the end of 2008, which 
was 70 days. The ratio of amounts owed by the Company to trade creditors at the year end to total purchases during the year was 58 
days (2009: 36 days).
Share price 
During 2010 the Company’s share price ranged from 15.75p to 37.5p and the share price at 31 December 2010 was 15.75p (2009: 
32.5p).
Acquisition of CTAC Limited
On 15 April 2010 the Group acquired CTAC Limited. See note 9.
Directors’ and of 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.
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 pro 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 
 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 28 June 2011
On behalf of the Board
P.D. Fowler N.P. Mearing-Smith
Director Director 
1 June 2011 
Registered number 3967650
WestminsterGroupPlc 2012.pdf   20 06/06/2011   12:41 Westminster Group plc  I  Annual Report & Accounts 2010
REMUNERATION COMMITTEE REPORT 19
 The information contained in this report is unaudited except where speci 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
The Remuneration Committee is responsible for establishing a formal and transparent procedure for developing policy on executive 
remuneration and to set the remuneration packages of individual Directors. This includes agreeing with the Board the framework for 
remuneration of the Chief Executive, all other Executive Directors, the Company Secretary and such other members of the executive 
management of the Company as it is designated to consider. It is furthermore responsible for determining the total individual 
remuneration packages of each Director, including, where appropriate, bonuses, incentive payments and share options. 
The Committee’s policy is to provide a remuneration package which will attract and retain Directors and management with the 
ability and experience required to manage the 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, bene 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.
 Bene ts primarily comprise the provision of health insurance.
 Annual bonus, 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 pro tability commensurate with its revenues and 
capital employed. For the years ended 31 December 2010 and 2009 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 Company 
adopted the Share Option Scheme on 3 April 2007, under which it granted EMI options and unapproved options to certain employees 
and Directors over its ordinary shares. Options have been granted subsequently, as set out in note 24, as are the main terms of the 
option scheme.
Non-Executive Directors’ remuneration
Non-Executive Directors’ remuneration is determined by the Board as a whole, each refraining from determining his own 
remuneration. In general, the fees paid to Non-Executive Directors are set at a level intended to attract individuals with the 
necessary experience and ability to make a signi 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
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 
2010 are as follows:
WestminsterGroupPlc 2012.pdf   21 06/06/2011   12:41 Westminster Group plc  I  Annual Report & Accounts 2010
REMUNERATION COMMITTEE REPORT CONTINUED 20
Audited
Basic salary/fee Bene ts in kind Bonus
Share based 
payment cost
Group national 
insurance cost
Total cost of 
employment
Executive Directors £’000 £’000 £’000 £’000 £’000 £’000
P .D. Fowler 150 1 - - 18 169
S.P . Fowler 75 1 - 1 9 86
N.P . Mearing-Smith 125 2 - 1 15 143
R.W. Worrall 75 1 - - 9 85
425 5 - 2 51 483
Non-Executive Directors
Lt. Col. Sir M. Ross 35 3 - 1 4 43
Sir Michael Pakenham 24 - - - 3 27
59 3 - 1 7 70
484 8 - 3 58 553
Unaudited
The Executive and Non-Executive Directors who held of ce during the year had no interests in the shares in, or debentures or loan 
stock of, the Company or any of its subsidiaries except for the following holdings of Ordinary shares in the Company:
Executive Directors and Non-Executive Directors Interest at end of year Interest at beginning of year 
Lt. Col. Sir M. Ross 37,550 37,550
P .D. Fowler 4,625,930 4,625,930
S.P . Fowler 541,618 541,618
N. P , Mearing-Smith 91,944 91,944
R.W. Worrall 2,128,522 2,128,522
Sir Michael Pakenham - -
In addition to the interests disclosed above, certain Executive and Non-Executive Directors have options to acquire ordinary shares in 
the Company granted under the Share Option Plan. Full details are as follows: 
Number of options over ordinary shares of 10p each in the Company:
Directors 1 Jan 2010 Granted Exercised Forfeited 31 Dec 2010
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
The market price of the shares at 31 December 2010 was 15.75p and the range during the year was 15.75p to 37.5p. 
On behalf of the Board
Lt. Col. Sir Malcolm Ross
Chairman of the Remuneration Committee 
1 June 2011
WestminsterGroupPlc 2012.pdf   22 06/06/2011   12:41 Westminster Group plc  I  Annual Report & Accounts 2010
CORPORATE GOVERNANCE REPORT 21
The Directors are committed to delivering high standards of corporate governance to the Group’s shareholders and other 
stakeholders including employees, suppliers and the wider community. As an AIM-listed company, full compliance with the Combined 
Code is not a formal obligation. The Group has, however, sought to adopt the provisions of the Code that are appropriate to its 
size and organisation and establish frameworks for the achievement of this objective. The Board of Directors operates within the 
framework described below.
The Board
The Board sets the Group’s strategic aims and ensures that necessary resources are in place in order for the Group to meet its 
objectives. All members of the Board take collective responsibility for the performance of the Group and all decisions are taken 
in the interests of the Group. Whilst the Board has delegated the normal operational management of the Group to the Executive 
Directors and other senior management, there are detailed speci 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 signi 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 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 de 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 de ned lines of responsibility and delegation of authority;
 Appointment of staff of the necessary calibre to ful 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 signi cant 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, nancial, organisational and compliance issues. The Board has identi ed a number of key areas which are 
subject to regular reporting to the Board. The policies include de ned procedures for seeking and obtaining approval for major 
transactions and organisational changes.
Risk reviews are carried out by each subsidiary and reviewed annually as part of an 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 
ef ciently.
WestminsterGroupPlc 2012.pdf   23 06/06/2011   12:41 Westminster Group plc  I  Annual Report & Accounts 2010
CORPORATE GOVERNANCE REPORT CONTINUED 22
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 certi ed;
 ISO 14001:2004 environmental management system certi cation in progress; 
 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; and
 Supporting and assisting local and international charities.
Financial planning, budgeting and monitoring
The Group operates a planning and budgeting system with an annual budget approved by the Board. There is a 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 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 nancial position.
The Group sets the amount of capital in proportion to its overall nancing structure, i.e. equity and 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 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:
2010 2009
£’000 £’000
  
Total equity 1,622 3,817
Cash and cash equivalents (261) (202)
Capital 1,361 3,615
Total capital 1,361 3,615
Borrowings 897 843
Overall nancing 2,258 4,458
 
Capital to overall nancing ratio 0.60 0.81 
WestminsterGroupPlc 2012.pdf   24 06/06/2011   12:41 Westminster Group plc  I  Annual Report & Accounts 2010
 23
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.
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 nancial statements represent a true and fair re ection of the Group’s 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 
 nancial control is maintained.
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 ef ciencies and value added bene ts to the 
Company. Additionally the auditor con 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 and Sir Malcolm Ross.
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 Company’s executive share 
option scheme. The Committee also maintains a watching brief over the general employment terms and pay structures, existing or 
proposed, for the subsidiary trading companies. The Remuneration Committee consists of Sir Malcolm Ross as Chairman, Sir Michael 
Pakenham and Peter Fowler.
Risks and uncertainties
The Group’s management is active in assessing all the risks and uncertainties facing the Group and is proactive in taking preventative 
action to mitigate these risks wherever possible. 
Dialogue with Institutional Shareholders
The Directors seek to build on a mutual understanding of objectives between the 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 6431
Lt Col Sir Malcolm Ross 6331
Sir Michael Pakenham 6331
P .D. Fowler 6 4 - 1
S.P . Fowler 6 4 - -
N.P Mearing-Smith 6431
R.W. Worrall 6 4 - -
WestminsterGroupPlc 2012.pdf   25 06/06/2011   12:41 Westminster Group plc  I  Annual Report & Accounts 2010
STATEMENT OF DIRECTORS’ RESPONSIBILITIES 24
Directors’ responsibilities statement
The directors are responsible for preparing the Directors’ Report and the nancial statements in accordance with applicable law and 
regulations.
Company law requires the directors to prepare nancial statements for each nancial year. Under that law the directors have prepared 
the 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 nancial statements unless they are satis ed that they give a true and fair view 
of the state of affairs and pro t or loss of the company and group for that period. In preparing these 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 nancial 
statements
 prepare the 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 suf cient to show and explain the company’s transactions 
and disclose with reasonable accuracy at any time the nancial position of the company and the group and enable them to ensure that 
the 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 are 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 are aware of that information.
The directors are responsible for the maintenance and integrity of the corporate and nancial information included on the company’s 
website. Legislation in the United Kingdom governing the preparation and dissemination of nancial statements may differ from 
legislation in other jurisdictions. 
On behalf of the Board
P.D. Fowler N.P. Mearing-Smith
Director Director 
1 June 2011
WestminsterGroupPlc 2012.pdf   26 06/06/2011   12:41 Westminster Group plc  I  Annual Report & Accounts 2010
INDEPENDENT AUDITOR’S REPORT TO THE  
MEMBERS OF WESTMINSTER GROUP PLC 25
We have audited the nancial statements of Westminster Group plc for the year ended 31 December 2010 which comprise the 
consolidated statement of comprehensive income, the consolidated and company statement of nancial position, the consolidated 
statement of changes in equity, the company statement of changes in equity, the consolidated and company statement of cash 
 ow and the related notes. The 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 nancial 
statements, as applied in accordance with the provisions of the Companies Act 2006.
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 
2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to 
state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume 
responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the 
opinions we have formed.
Respective responsibilities of directors and auditor
As explained more fully in the Directors’ Responsibilities Statement as set out on page 24, the directors are responsible for the 
preparation of the nancial statements and for being satis ed that they give a true and fair view. Our responsibility is to audit and 
express an opinion on the 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 nancial statements
A description of the scope of an audit of nancial statements is provided on the APB’s website at www.frc.org.uk/apb/scope/private.
cfm.
Opinion on nancial statements
In our opinion:
 the 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 2010 and of the group’s loss for the year then ended; 
 the group nancial statements have been properly prepared in accordance with IFRSs as adopted by the European Union; 
 the parent company 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 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 nancial year for which the nancial statements are prepared is 
consistent with the 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 nancial statements are not in agreement with the accounting records and returns; or
 certain disclosures of directors’ remuneration speci 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 
1 June 2011
WestminsterGroupPlc 2012.pdf   27 06/06/2011   12:41 Westminster Group plc  I  Annual Report & Accounts 2010
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME 
FOR THE YEAR ENDED 31 DECEMBER 2010 26
2010 2009
Note £’000 £’000
REVENUE 3 3,797 7,948
Cost of sales (3,398) (5,197)
Gross pro t 399 2,751
Administrative expenses (4,568) (2,602)
(LOSS)/PROFIT FROM OPERATIONS (4,169) 149
Analysis of (loss)/pro t from operations 
(Loss)/pro t before net nance costs, tax, exchange gains and losses, impairment 
of goodwill, impairment of property, plant and equipment and exceptional bad 
debt (Underlying (loss)/pro t from operations)
(2,770) 222
Exchange gains/(losses) 93 (73)
Acquisition costs (38) -
Impairment of goodwill (763) -
Impairment of property, plant and equipment (146) -
Exceptional bad debt (545) -
(LOSS)/PROFIT FROM OPERATIONS (4,169) 149
Financing costs 4 (190) (116)
Finance income 4 136 107
(LOSS)/PROFIT BEFORE TAX (4,223) 140
Income tax 6 383 (19)
(LOSS)/PROFIT FOR THE YEAR ATTRIBUTABLE TO EQUITY SHAREHOLDERS (3,840) 121
OTHER COMPREHENSIVE INCOME:
Revaluation of non-current assets 14 -
Deferred tax liability on revaluation of non-current assets 4 -
TOTAL COMPREHENSIVE INCOME FOR THE YEAR ATTRIBUTABLE TO EQUITY SHAREHOLDERS (3,822) 121
(LOSS)/EARNINGS PER SHARE ON CONTINUING ACTIVITIES:
Basic in pence 8 (20.54) 0.82
Diluted in pence 8 (20.54) 0.81
All the activities of the Group are classed as continuing.
The accompanying notes form part of these nancial statements.
WestminsterGroupPlc 2012.pdf   28 06/06/2011   12:41 Westminster Group plc  I  Annual Report & Accounts 2010
CONSOLIDATED AND COMPANY STATEMENT OF FINANCIAL POSITION  
FOR THE YEAR ENDED 31 DECEMBER 2010 27
Group Company
2010 2009 2010 2009
Note £’000 £’000 £’000 £’000
Goodwill 10 397 578 - -
Other intangible assets 11 323 41 29 39
Property, plant and equipment 12 1,164 1,137 946 934
Investment in subsidiaries 14 - - 4,642 4,575
Trade and other receivables 19 1 10 - -
Deferred tax asset 17 727 350 2 11
TOTAL NON-CURRENT ASSETS 2,612 2,116 5,619 5,559
Inventories 18 229 232 - -
Trade and other receivables 19 1,797 3,765 69 29
Cash and cash equivalents 21 261 202 129 -
TOTAL CURRENT ASSETS 2,287 4,199 198 29
TOTAL ASSETS 4,899 6,315 5,817 5,588
Share capital 22 2,425 1,492 2,425 1,492
Share premium 3,369 2,304 3,369 2,304
Merger relief reserve 23 299 299 299 299
Share based payment reserve 27 22 27 22
Revaluation reserve 134 116 134 116
Retained earnings (4,010) (416) (1,861) (110)
TOTAL SHAREHOLDERS’ EQUITY 2,244 3,817 4,393 4,123
Trade and other payables 26 141 181 118 181
Borrowings 25 897 843 897 843
Embedded derivative 16 48 184 48 184
Deferred tax liabilities 17 97 104 97 101
TOTAL NON-CURRENT LIABILITIES 1,183 1,312 1,160 1,309
Borrowings 25 - - - 24
Trade and other payables 26 1,472 1,186 264 132
TOTAL CURRENT LIABILITIES 1,472 1,186 264 156
TOTAL LIABILITIES 2,655 2,498 1,424 1,465
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY 4,899 6,315 5,817 5,588
The accompanying notes form part of these nancial statements.
The Group and Company nancial statements were approved by the Board and authorised for issue on 1 June 2011 and signed on 
their behalf by:
P.D. Fowler  N.P Mearing-Smith
Director Director 
1 June 2011 
Registered number 3967650
WestminsterGroupPlc 2012.pdf   29 06/06/2011   12:41 Westminster Group plc  I  Annual Report & Accounts 2010
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 
FOR THE YEAR ENDED 31 DECEMBER 2010 28
Share 
capital
Share 
premium
Merger 
relief 
reserve
Share based 
payment 
reserve
Revaluation 
reserve
Retained 
earnings
Total
£’000 £’000 £’000 £’000 £’000 £’000 £’000
AS OF 1 JANUARY 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 value of associated 
subsidiaries
- - (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
AS OF 1 JANUARY 2009 1,402 2,304 - 14 116 (537) 3,299
Share based payment charge - - - 6 - - 6
Deferred tax adjustments - - - 2 - - 2
Issue of shares for the acquisition of 
subsidiary
90 - 299 - - - 389
TRANSACTIONS WITH OWNERS 90 - 299 8 - - 397
Pro t for the year - - - - - 121 121
TOTAL COMPREHENSIVE INCOME FOR THE 
YEAR ATTRIBUTABLE TO SHAREHOLDERS
- - - - - 121 121
AS AT 31 DECEMBER 2009 1,492 2,304 299 22 116 (416) 3,817
The accompanying notes form part of these nancial statements.
WestminsterGroupPlc 2012.pdf   30 06/06/2011   12:41 Westminster Group plc  I  Annual Report & Accounts 2010
COMPANY STATEMENT OF CHANGES IN EQUITY 
AS AT 31 DECEMBER 2010 29
Share 
capital
Share 
premium
Merger 
relief 
reserve
Share based 
payment 
reserve
Revaluation 
reserve
Retained 
earnings
Total
£’000 £’000 £’000 £’000 £’000 £’000 £’000
AS OF 1 JANUARY 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 year - - - - - (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
AS OF 1 JANUARY 2009 1,402 2,304 - 14 116 (289) 3,547
Share based payment charge - - - 6 - - 6
Deferred tax adjustments - - - 2 - - 2
Issue of shares for the acquisition of 
subsidiary
90 - 299 - - - 389
TRANSACTIONS WITH OWNERS 90 - 299 8 - - 397
Pro t for the year - - - - - 179 179
TOTAL COMPREHENSIVE INCOME FOR THE 
YEAR ATTRIBUTABLE TO SHAREHOLDERS
- - - - - 179 179
AS AT 31 DECEMBER 2009 1,492 2,304 299 22 116 (110) 4,123
WestminsterGroupPlc 2012.pdf   31 06/06/2011   12:41 Westminster Group plc  I  Annual Report & Accounts 2010
CONSOLIDATED AND COMPANY CASH FLOW STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2010 30
Group Company
2010 2009 2010 2009
Note £’000 £’000 £’000 £’000
(LOSS)/PROFIT BEFORE TAX (4,223) 140 (1,991) 188
Adjustments 27 1,139 130 2,413 59
Net changes in working capital 27 1,923 (1,474) 63 (51)
NET CASH (USED)/FROM OPERATING ACTIVITIES (1,161) (1,204) 485 196
INVESTING ACTIVITIES:
Purchase of property, plant and equipment (187) (126) (179) (35)
Purchase of intangible assets (1) (15) (1) (12)
Cash costs of acquisition of subsidiary net of cash acquired 9 (579) (44) (538) (38)
Proceeds from disposal of xed assets 12 - - -
Advances to subsidiaries - - (1,551) (1,135)
NET CASH USED IN INVESTING ACTIVITIES (755) (185) (2,269) (1,220)
FINANCING ACTIVITIES:
Gross proceeds from the issue of Convertible Loan Notes - 1,200 - 1,200
Costs of Loan Note issue - (116) - (116)
Gross proceeds from the issues of Ordinary shares 2,269 - 2,269 -
Costs of share issues (350) - (350) -
Proceeds from nance leases 192 - 146 -
Interest paid (136) (65) (128) (68)
NET CASH FROM FINANCING ACTIVITIES 1,975 1,019 1,937 1,016
Net change in cash and cash equivalents 59 (370) 153 (8)
CASH AND EQUIVALENTS AT BEGINNING OF YEAR 202 572 (24) (16)
CASH AND EQUIVALENTS AT END OF YEAR 21 261 202 129 (24)
The accompanying notes form part of these nancial statements.
WestminsterGroupPlc 2012.pdf   32 06/06/2011   12:41 Westminster Group plc  I  Annual Report & Accounts 2010
 31
1. General information and nature of operations
Westminster Group plc (“the Company”) was incorporated on 7 April 2000 and is domiciled and incorporated in the United 
Kingdom and listed on the London Stock Exchange AIM Market. The Group’s nancial statements for the year ended 31 December 
2010 consolidate the individual 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, 
 re and defence solutions to a variety of government and related agencies, non-governmental organisations and mainly blue 
chip commercial organisations. 
2. Summary of signi cant accounting policies
Basis of preparation
The Group 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 
 nancial statements in accordance with IFRS as adopted by the European Union. 
The nancial information is presented in the Company’s functional currency, which is Great British Pounds (‘GBP’) since that is 
the currency in which the majority of the Group’s transactions are denominated.
The accounting policies set out below have been applied consistently to all periods presented in these Group nancial 
statements, except for the adoption of IFRS 3 Business Combinations (Revised 2008). 
The revised standard on business combinations (IFRS 3R) introduced major changes to the accounting requirements for business 
combinations. It retains the major features of the purchase method of accounting, now referred to as the acquisition method. 
The most signi cant changes in IFRS 3R that had an impact on the Group’s acquisition in 2010 are as follows:
 Acquisition-related costs of the combination are recoded as an expense in the pro t or loss. Previously these costs would 
have accounted for as part of the costs of the acquisition;
 Any contingent consideration is measured at fair value at the acquisition date. If the contingent consideration arrangement 
gives rise to a nancial liability, any subsequent changes are recognised in pro t or loss. Previously, contingent consideration 
was recognised only once its payment was probable and changes were recognised as an adjustment to goodwill; and
 The measurement of assets acquired and liabilities assumed at their acquisition-date fair values is retained. However, IFRS 
3R includes certain exceptions and provides speci c measurement rules.
As permitted by the Companies Act 2006 s408, a separate pro t and loss account for the Company has not been included in 
these nancial statements. The loss presented in the nancial statements of the Company is £1,997,000 (2009 pro t: £179,000). 
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 pro t and cash forecasts, the continued support of the shareholders and Directors and management 
ability to affect costs and revenues.
Management regularly forecast pro t, nancial position and cash ows for the Group. A worst-case budget for 2011 and 2012 
has been prepared which only includes revenues from major contracts that have already been secured by 1 June 2011 and the 
predictable regular ow of smaller contracts. Based upon these projections the Group has adequate working capital for the 12 
months following the date of signing these accounts.
In the event that the Directors are of the opinion that the cash ow forecasts might not be achieved then further measures will 
be taken. These could include cost reductions 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 nancial statements.
NOTES TO THE FINANCIAL STATEMENTS 31
WestminsterGroupPlc 2012.pdf   33 06/06/2011   12:41 Westminster Group plc  I  Annual Report & Accounts 2010
NOTES TO THE FINANCIAL STATEMENTS CONTINUED 32
Basis of measurement
The 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 nancial statements comprise the nancial statements of Westminster Group plc and its subsidiaries for the 
year ended 31 December 2010. 
(ii) Subsidiaries
Subsidiaries are entities controlled by the Company.  Control exists when the Company has the power, directly or indirectly, to 
govern the nancial and operating policies of an entity so as to obtain bene ts from its activities. In assessing control, potential 
voting rights that presently are exercisable or convertible are taken into account. Subsidiaries are fully consolidated using the 
purchase method of accounting from the date that control commences until the date that control ceases. Accounting policies of 
subsidiaries have been adjusted where necessary to ensure consistency with the policies adopted by the Group.
(iii) Transactions eliminated on consolidation
Intragroup balances and any unrealised gains and losses or income and expenses arising from intragroup transactions are 
eliminated in preparing the consolidated nancial statements.

Investments in subsidiaries are carried at cost less provision for any impairment. Dividend income is recognised when the right 
to receive payment is established.
Business combinations
For business combinations occurring since 1 January 2010, the requirements of IFRS 3R have been applied (see above). The 
consideration transferred by the Group to obtain control of a subsidiary is calculated as the sum of the acquisition-date fair 
values of assets transferred, liabilities incurred and the equity interests issued by the Group, which includes the fair value of 
any asset or liability arising from a contingent consideration arrangement. Acquisition costs are expensed as incurred.
The Group recognises identi able assets acquired and liabilities assumed in a business combination regardless of whether they 
have been previously recognised in the acquiree’s 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 identi 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 identi able net assets. If 
the fair values of identi able net assets exceed the sum calculated above, the excess amount (i.e. gain on a bargain purchase) is 
recognised in pro t or loss immediately. 
Prior to 1 January 2010, business combinations were accounted under the previous version of IFRS3 (see above for a summary of 
the signi cant changes).
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 pro 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 pro t before interest and tax (see Note 5).
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 identi 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
WestminsterGroupPlc 2012.pdf   34 06/06/2011   12:41 Westminster Group plc  I  Annual Report & Accounts 2010
 33
 For which discrete 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 re ect the substance of the contract, and 
is reviewed on a contract-by-contract basis, with revenues and costs at each divisible stage re ecting known inequalities of 
pro 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.
Operating expenses
Operating expenses are recognised in pro 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 
identi able net assets acquired. Goodwill is carried at cost less accumulated impairment losses.
Other intangible assets
Development costs incurred on speci c projects are capitalised when all the following conditions are satis 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 bene 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 bene ts;
 there are adequate technical, 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 Alarm Receiving Centre which has 
been acquired with the NACOSS gold approval licensed by the national security inspectorate as part of CTAC. This asset is being 
amortised over a period of 8 years.
WestminsterGroupPlc 2012.pdf   35 06/06/2011   12:41 Westminster Group plc  I  Annual Report & Accounts 2010
NOTES TO THE FINANCIAL STATEMENTS CONTINUED 34
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 
 nancial position at their revalued amounts, being the fair value on the date of revaluation, less any subsequent accumulated 
depreciation. Revaluations are performed with suf 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 pro 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 pro t or loss.
Plant and equipment, of ce equipment, xtures and ttings and motor vehicles are stated at cost less accumulated depreciation 
and any recognised impairment loss. 
Depreciation is charged so as to write off the cost or valuation of assets to their residual value over their estimated useful lives, 
using the straight-line method, on the following bases:
Rate
Freehold buildings 2%
Plant and equipment 20% to 25%
Of ce equipment, xtures & 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 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 classi ed as nance leases whenever the terms of the lease transfer substantially all the risks and rewards of 
ownership to the lessee. All other leases are classi ed as operating leases.
The Group as lessee
Assets held under 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 nance lease obligation. Lease payments are apportioned between 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- 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.
WestminsterGroupPlc 2012.pdf   36 06/06/2011   12:41 Westminster Group plc  I  Annual Report & Accounts 2010
 35
Financial instruments
Financial assets and nancial liabilities are recognised when the Group becomes a party to the contractual provisions of the 
 nancial instrument.
Financial assets are derecognised when the contractual rights to the cash ows from the nancial asset expire, or when the 
 nancial asset and all substantial risks and rewards are transferred. A nancial liability is derecognised when it is extinguished, 
discharged, cancelled or expires.
Financial assets and nancial liabilities are measured initially at fair value plus transactions costs, except for nancial assets 
and nancial liabilities carried at fair value through pro t or loss, which are measured initially at fair value. Financial assets and 
 nancial liabilities are measured subsequently as described below.
Financial assets
For the purpose of subsequent measurement nancial assets are classi ed as loans and receivables upon initial recognition.
All nancial assets except for those at fair value through pro 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 nancial asset or a group of nancial 
assets is impaired. 
All income and expenses relating to nancial assets that are recognised in pro t or loss are presented within ‘ nancing costs’ or 
‘ nance income’, except for impairment of trade receivables which is presented within ‘administration expenses’.
Loans and receivables
Loans and receivables are non-derivative nancial assets with 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 nancial instruments.
Individually signi cant receivables are considered for impairment when they are past due or when other objective evidence is 
received that a speci 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 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 nancial liabilities include borrowings, trade and other payables and derivative 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 “ nancing costs” or “ 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 nancial instrument in 
relation to the convertible loan is accounted for at fair value through pro t or loss and fair valued at each reporting date.  All 
changes in the instrument’s fair value are reported in pro t or loss and included within ‘ nancing costs’ or ‘ nance income’.
The main purpose of these nancial instruments is to fund the Group’s operations and manage working capital. 
The main risks arising from the Group’s 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 rst in, rst out cost formula. Costs principally comprise of materials and bringing them to their present location. 
Net realisable value represents the estimated selling price less all estimated costs to completion and costs to be incurred in 
marketing, selling and distribution.
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 pro t or loss, except in respect of items dealt with through equity, in which case the tax is also dealt 
WestminsterGroupPlc 2012.pdf   37 06/06/2011   12:41 Westminster Group plc  I  Annual Report & Accounts 2010
NOTES TO THE FINANCIAL STATEMENTS CONTINUED 36
with through equity.
The tax currently payable is based on taxable pro t for the year. Taxable pro t differs from net pro 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 nancial statements and the corresponding tax bases used in the computation of taxable pro 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 pro 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 pro t nor the accounting pro t.
Cash and cash equivalents
Cash and cash equivalents includes cash in hand, deposits held at call with banks, other short-term highly liquid investments 
with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current 
liabilities on the balance sheet.
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 bene 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 pro 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.
De ned Contribution Pension Scheme
The Group operates a de 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 pro ts to represent the amounts payable by the Group or Parent Company and would be 
expensed as it becomes payable.
Employee bene 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 re 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 pro 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.
WestminsterGroupPlc 2012.pdf   38 06/06/2011   12:41 Westminster Group plc  I  Annual Report & Accounts 2010
 37
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 out ow of economic bene ts that can be reliably estimated.
 The following are signi cant management judgements in applying the accounting policies of the Group that have the most 
signi cant effect on the nancial statements.
Revenue recognition 
Recognition of income is considered appropriate when all signi cant risks and rewards of ownership are transferred to third 
parties. In respect of long-term contracts and contracts for on-going services, turnover represents the value of work done in the 
year, including estimates of amounts not invoiced. Turnover in respect of long-term contracts and contracts for on-going services 
is recognised by reference to the stage of completion, where the stage of completion can be assessed with reasonable accuracy. 
In this process management makes signi cant judgements about milestones, actual work performed and the estimated costs to 
complete the work. Revenue is calculated to re ect the substance of the contract, and is reviewed on a contract-by-contract 
basis, with revenues and costs at each divisible stage re ecting known inequalities of pro tability. 
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 forecast, which is adjusted for signi cant non-taxable income and expenses and speci 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 speci c facts and circumstances.
Estimation uncertainty
When preparing the 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 signi cant judgements, estimates and assumptions that have the most signi cant effect on the recognition and 
measurement of assets, liabilities, income and expenses are discussed below.
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 
signi cant judgement made by the directors in preparing the nancial statements.
The ability of the Group to continue as a going concern is ultimately dependent upon the amount and timing of cash ows 
arising from potential contracts. The directors consider it is appropriate for the nancial statements to be prepared on a going 
concern basis based on the estimates they have made, which are summarised above.
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 ows from each 
asset or cash-generating unit and determines a suitable discount rate in order to calculate the present value of those cash 
 ows. In the process of measuring expected future cash ows management makes assumptions about future gross pro ts. These 
assumptions relate to future events and circumstances. The actual results may vary, and may cause signi cant adjustments to 
the Group’s assets within the next nancial year. In most cases, determining the applicable discount rate involves estimating the 
appropriate adjustment to market risk and the appropriate adjustment to asset-speci c risk factors.
Business combinations
On initial recognition, the assets and liabilities of the acquired business are included in the consolidated statement of nancial 
position at their fair values. In measuring fair value management uses estimates about future cash 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 quali es as a measurement period adjustment. Any other change would be recognised in the income statement in the 
subsequent period. Details of the assets and liabilities acquired are given in note 9.
Share–based payments 
With regard to the share-based payments outstanding, the fair values have been estimated using a Black-Scholes model in 
WestminsterGroupPlc 2012.pdf   39 06/06/2011   12:41 Westminster Group plc  I  Annual Report & Accounts 2010
NOTES TO THE FINANCIAL STATEMENTS CONTINUED 38
accordance with the judgemental assumptions set out in note 24.
Fair value of nancial instruments
Management uses valuation techniques in measuring the fair value of nancial instruments, where active market quotes are not 
available. Details of the assumptions used are given in note 16 regarding 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.
In valuing the embedded derivative in relation to the Convertible Loan Notes management has employed professional valuers.
Revalued freehold property
The freehold property is stated at fair value. An external, independent valuation company, having an appropriate professional 
quali cation and recent experience in the location of the property being valued, valued the property at 31 December 2010. 
The fair value is based on market value, being the estimated amount for which a property could be exchanged on the date of 
valuation between a willing buyer and a willing seller in an arm’s length transaction after proper marketing wherein the parties 
had each acted knowledgeably, prudently and without compulsion.
Adopted IFRSs in the year:
 IAS 27 Consolidated and Separate Financial Statements (Revised 2008) (effective 1 July 2009) 
 IFRS 3 Business Combinations (Revised 2008) (effective 1 July 2009)  - See page 33 for the impact of this standard
Adopted IFRS not yet applied:
At the date of authorisation of these nancial statements, the following relevant standards and interpretations which have not 
been applied in these nancial statements were in issue but not yet effective:
 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 Classi cation of Rights Issues (effective 1 February 2010)
The Directors anticipate that the adoption of these standards and Interpretations in future periods will have no material impact 
on the nancial statements of the Company or Group.
3. Segment reporting
Operating segments
The following segment information has been prepared in accordance with IFRS 8 Operating Segments, which de nes 
requirements for the disclosure of 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 in 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.
WestminsterGroupPlc 2012.pdf   40 06/06/2011   12:41 Westminster Group plc  I  Annual Report & Accounts 2010
 39
Westminster 
International
RMS Integrated 
Solutions
Longmoor 
Security
CTAC Unallocated Group
2010 £’000 £’000 £’000 £’000 £’000 £’000
Supply of products 867 13 1 - 1 882
Supply and installation contracts 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 result (1,850) (472) (851) (647) (349) (4,169)
Finance cost - - - (8) (182) (190)
Finance income - - - - 136 136
Income tax 494 (61) (43) - (7) 383
(Loss)/pro t for the 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 
International
RMS Integrated 
Solutions
Longmoor 
Security
Unallocated Group
2009 £’000 £’000 £’000 £’000 £’000
Supply of products 1,614 12 - 9 1,635
Supply and installation contracts 4,740 1,155 - - 5,895
Maintenance and service 17 81 18 - 116
Close protection services - - 204 - 204
Training courses - - 113 - 113
Intragroup sales (6) (9) - - (15)
Revenue 6,365 1,239 335 9 7,948
Segment result 324 (191) (181) 197 149
Finance cost (1) - - (115) (116)
Finance income 1 - - 106 107
Income tax bene t (85) 26 47 (7) (19)
Pro t/(loss) for the nancial year 239 (165) (134) 181 121
      
Segment assets 3,820 555 629 1,311 6,315
Segment liabilities 769 172 373 1,184 2,498
Capital expenditure 88 2 1 50 141
Depreciation and amortisation 62 7 2 44 115
WestminsterGroupPlc 2012.pdf   41 06/06/2011   12:41 Westminster Group plc  I  Annual Report & Accounts 2010
NOTES TO THE FINANCIAL STATEMENTS CONTINUED 40
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:
Group
2010 2009
£’000 £’000
United Kingdom & Europe 2,172 2,738
Africa 610 4,217
Middle East 854 858
Rest of the World 161 135
3,797 7,948
Some of the Group’s assets are located outside the United Kingdom where they are being put to operational use on speci c 
contracts. At 31 December 2010 xed assets with a net book value of £86k were located in Africa and the Middle East (2009: 
£127k).
 
In 2010 none of the Group’s customers contributed more than 10% of Group revenue (in 2009 one customer contributed 31% 
through Westminster International).
4. Finance costs and income
Group
2010 2009
£’000 £’000
Finance costs:
Interest payable on bank borrowings (16) (5)
Interest payable on Convertible Loan Notes (120) (60)
Embedded derivative transaction costs - (29)
Amortised nance cost on Convertible Loan Notes (see note 16) (54) (22)
(190) (116)
Finance income: 
Fair value movement of embedded derivative (see note 16) 136 107
136 107
Net nance costs (54) (9)
WestminsterGroupPlc 2012.pdf   42 06/06/2011   12:41 Westminster Group plc  I  Annual Report & Accounts 2010
 41
5. (Loss)/pro t from operations 
The following items have been included in arriving at the loss for the nancial year: 
Group
2010 2009
£’000 £’000
Impairment of goodwill (see note 10) 763 -
Staff costs (see Note 7) 2,082 1,879
Depreciation of property, plant and equipment:  
 - Owned assets 117 104
Amortisation of intangible assets 14 11
Operating lease rentals payable 
 - Property 70 70
 - Plant and machinery 14 14
 - Other 50 50
Foreign exchange (gain)/loss (93) 73
Impairment of property, plant and equipment (note 12) 146 -
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
2010 2009
£’000 £’000
Audit services
 - Statutory audit of parent and consolidated accounts 17 17
 - the auditing of accounts of associates of the company pursuant to legislation 31 25
Total audit fees 48 42
Other services supplied pursuant to legislation - -
Other services relating to taxation --
Services relating to corporate nance transactions - -
Total non-audit fees --
Total fees 48 42
WestminsterGroupPlc 2012.pdf   43 06/06/2011   12:41 Westminster Group plc  I  Annual Report & Accounts 2010
NOTES TO THE FINANCIAL STATEMENTS CONTINUED 42
6. Income tax expense 
Analysis of (credit)/charge in year:
Group
2010 2009
£’000 £’000
Current year tax expense --
Movement in deferred tax (403) 26
Adjustment to prior year charge 8(7)
Change in rate 12 -
Tax (credit)/charge (383) 19
Reconciliation of tax expense
(Loss)/pro t on ordinary activities before tax (4,223) 140
(Loss)/pro t on ordinary activities multiplied by the standard 
rate of corporation tax in the UK of 28% (2009: 28%)
(1,182) 39
Effects of:
(Income)/expenses not deductible for tax purposes 337 (11)
Utilisation of tax losses - (96)
Capital allowances less than depreciation 32 -
Other short term timing differences 15 -
Unrealised losses arising in the period - 94
Deferred tax asset no longer provided 43 -
Unrecognised losses carried forward 352 -
Adjustment of tax rate 12 -
Adjustment to prior year charge 8(7)
Total tax (credit)/charge (383) 19
7. Staff costs
Staff costs for the Group during the year 
Group
2010 2009
£’000 £’000
Wages and salaries 1,888 1,708
Social security costs 186 165
2,074 1,873
Share based payments 86
2,082 1,879
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 (2009: £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.
WestminsterGroupPlc 2012.pdf   44 06/06/2011   12:41 Westminster Group plc  I  Annual Report & Accounts 2010
 43
Average monthly number of people (including Executive Directors) employed 
Group
2010 2009
Number Number
By function
Sales 97
Production 32 22
Administration 16 11
Management 98
66 48
8. (Loss)/Earnings per share
Earnings per share is calculated by dividing the earnings attributable to ordinary shareholders by the weighted average number 
of ordinary shares outstanding during the year.
For diluted earnings per share the weighted average number of ordinary shares in issue is adjusted to assume conversion of all 
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
2010 2009
‘000 ‘000
Issued ordinary shares
Start of period 14,917 14,022
Effect of shares issued during the period 3,782 760
Weighted average basic number of shares for period 18,699 14,782
Dilutive effect of options - 190
Weighted average diluted number of shares for period 18,699 14,972
Basic and diluted earnings per share is calculated as follows:
Group
2010 2009
(Loss)/pro t for the year attributable to equity shareholders of the Company (£’000) (3,840) 121
Basic (loss)/earnings per share (pence) (20.54) 0.82
Diluted (loss)/earnings per share (pence) (20.54) 0.81
For the year ended 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. 
WestminsterGroupPlc 2012.pdf   45 06/06/2011   12:41 Westminster Group plc  I  Annual Report & Accounts 2010
NOTES TO THE FINANCIAL STATEMENTS CONTINUED 44
9.  Acquisition of  CTAC Limited 
On 15 April 2010 Westminster Group plc acquired 100% of the share capital of CTAC Limited, thereby obtaining control. The 
acquisition was made to acquire a 24 hour alarm receiving centre and an established UK based specialist security installation, 
maintenance and monitoring business that is synergistic to existing group businesses.
The details of the business combination are as follows:
Fair value of consideration transferred £000
Amount settled in shares 325
Amount settled in cash 500
Fair value of consideration transferred 825
Recognised amounts of identi able net assets
Pre-acquisition carrying 
amount at 15 April 2010
Adjustments to fair 
value at 15 April 2010
Fair value at 15 
April 2010
£’000 £’000 £’000
Plant, property & equipment 127 - 127
Intangible assets (note 11) - 269 269
Total non-current assets 127 269 396
Inventories 43 - 43
Trade and other receivables 614 - 614
Total current assets 657 - 657
Bank liabilities (41) - (41)
Finance leases (69) - (69)
Trade and other payables (881) - (881)
Total current liabilities (991) - (991)
Identi able net assets/(liabilities) (207) 269 62
Goodwill on acquisition (note 10)  763
Consideration transferred settled in cash 500
Bank liabilities acquired 41
Net cash out ow on acquisition 541
Acquisition costs charged to expenses 38
Net cash paid relating to the acquisition 579
Consideration transferred
The acquisition of CTAC was settled for an initial consideration of £825,000, which was satis ed by the issue of 792,683 Ordinary 
shares at 41p and £500,000 cash on the date of completion. The Directors considered that this constituted a fair value for the 
business acquired, and no external valuation was considered necessary.  
In each of the two years following completion, a calculation of net pro t before tax will be made and, on the basis of that 
calculation, two performance based payments will be made of 40% of those pro ts, if earned, up to a maximum aggregate 
additional payment of £1 million. Based upon the budgeted pro tability of CTAC, the fair value of the deferred contingent 
consideration has been assessed as nil in respect of 2010 or 2011. 
Acquisition-related costs amounting to £38,000 are not included as part of the consideration transferred and have been 
recognised as an expense in the consolidated income statement, as part of ‘administrative expenses’.
 Goodwill
The goodwill of £763,000 was attributed at the time of acquisition to the synergies that are expected to arise in the post 
acquisition period, the reputation established by the business in its market and the substantial skill and expertise of the 
company’s staff.  Goodwill has been allocated to the cash-generating unit at 31 December 2010, but has now been fully 
impaired, as referred to in note 10. The goodwill is not expected to be deductible for tax purposes.
WestminsterGroupPlc 2012.pdf   46 06/06/2011   12:41 Westminster Group plc  I  Annual Report & Accounts 2010
 45
CTAC’s contribution to the Group results
Results included in the 
consolidated statements
Results for the full year 
Group results for 
the full year 
£’000 £’000 £’000
Revenues 762 967 3,797
Loss after tax (655) (794) (3,822)
Contingent asset
As referred to in note 29, a claim under the Sale and Purchase Agreement is being made against the vendors of CTAC, as the 
result of a de ciency in net assets as at the Completion Date. The amount being claimed amounts to £740,000.
10. Goodwill
Group 2010 2009
£’000 £’000
Gross carrying amount   
Balance 1 January 578 -
Acquired through business combination  (Note 9) 763 397
Adjustment to contingent deferred consideration in respect of previous acquisition (181) 181
Balance 31 December 1,160 578 
Accumulated impairment  
Balance 1 January  - -
Impairment loss recognised  (763) -
Balance 31 December  (763) -
Carrying amount at 31 December  397 578
At 31 December 2009 a discounted provision of £181,000 had been made to re ect the deferred contingent consideration 
expected to be payable to the vendors of Longmoor Security Limited. This is no longer expected to be payable and has therefore 
been adjusted.
Goodwill on the acquisitions of Longmoor and CTAC is reviewed at the end of each nancial period for impairment. 
At the year end management carried out an impairment review of goodwill. Following that review management are of the 
opinion that full impairment of the goodwill relating to CTAC should be made. 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. 
For the purpose of annual impairment testing goodwill was allocated to the following cash-generating units, as shown below: 
Longmoor Security CTAC
2010 2009 2010 2009
£’000 £’000 £’000 £’000
At 1 January 578 - - -
Arising on acquisition of subsidiary - 397 763 -
Adjustment to contingent deferred consideration (181) 181 - -
Impairment of goodwill - - (763) -
At 31 December 397 578 - -
The recoverable amount of each cash-generating unit was determined based on value in use calculations for the next ve 
years which management believe will re ect the minimum period during which the business will bene t from the resulting 
cash generation. Projections are based on the detailed two year forecast and cash ows for the business unit, followed by an 
extrapolation of expected cash ows for the full review period, applying growth rates which management believe are prudent in 
the prevailing economic conditions. The development of the business is based upon performance since the business was acquired 
by the Group and by the increased 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.
WestminsterGroupPlc 2012.pdf   47 06/06/2011   12:41 Westminster Group plc  I  Annual Report & Accounts 2010
NOTES TO THE FINANCIAL STATEMENTS CONTINUED 46
The discount factor used was 18.33% which re ects the Group’s cost of capital during the review period.
Management’s key assumptions include pro t margins based on past experience in this market which management see as the 
best available information to forecast this market.
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 and that the goodwill in respect of CTAC should be impaired in full. 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.
11. Other intangible assets
Group Website and other software Licences Total
£’000 £’000 £’000
2010
Gross carrying amount
At 1 January 62 - 62
Additions 1- 1
Acquisition through business combina-
tion
42 269 311
Written off (3) - (3)
At  31 December 102 269 371
Amortisation and impairment
At 1 January 21 - 21
Charge for the year 14 - 14
Acquisition through business combina-
tion
13 - 13
At  31 December 48 - 48
Net book value  at 31 December 54 269 323
2009
Gross carrying amount
At 1 January 47 - 47
Additions 15 - 15
At  31 December 62 - 62
Amortisation and impairment
At 1 January 10 - 10
Charge for the year 11 - 11
At  31 December 21 - 21
Net book value at 31 December 41 - 41
WestminsterGroupPlc 2012.pdf   48 06/06/2011   12:41 Westminster Group plc  I  Annual Report & Accounts 2010
 47
Website and other software is amortised over ve years, of which approximately three years remains for most of the assets. 
Licences will be amortised over 8 years, of which 8 years is remaining at 31 December 2010.
Company Website
£’000
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
2009
Gross carrying amount
At 1 January 47
Additions 12
At  31 December 59
Amortisation and impairment
At 1 January 10
Charge for the year 10
At  31 December 20
Net book value at 31 December 39
WestminsterGroupPlc 2012.pdf   49 06/06/2011   12:41 Westminster Group plc  I  Annual Report & Accounts 2010
NOTES TO THE FINANCIAL STATEMENTS CONTINUED 48
12. Property, plant and equipment
Group
Freehold 
property
Plant and 
equipment
Of ce equipment, 
 xtures and 
 ttings
Motor vehicles Total
£’000 £’000 £’000 £’000 £’000
2010
Gross carrying amount
At 1 January 859 225 271 77 1,432
Additions 17 - 164 6 187
Acquired through business combina-
tion  
- 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 combina-
tion  
-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
2009
Gross carrying amount
At 1 January 840 158 229 77 1,304
Additions 19 67 40 - 126
Acquired through business combina-
tion  
-- 2 - 2
At  31 December 859 225 271 77 1,432
Depreciation and impairment
At 1 January - 42 104 45 191
Charge for the year - 45 48 11 104
At  31 December - 87 152 56 295
Net book value at 31 December 859 138 119 21 1,137
WestminsterGroupPlc 2012.pdf   50 06/06/2011   12:41 Westminster Group plc  I  Annual Report & Accounts 2010
 49
Company
Freehold 
property
Plant and 
equipment
Of ce equipment 
 xtures and 
 ttings
Total
£’000 £’000 £’000 £’000
2010
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
2009
Gross carrying amount
At 1 January 840 14 156 1,010
Additions 19 - 16 35
At  31 December 859 14 172 1,045
Depreciation and impairment
At 1 January - 12 65 77
Charge for the year - 1 33 34
At  31 December - 13 98 111
Net book value at 31 December 859 1 74 934
WestminsterGroupPlc 2012.pdf   51 06/06/2011   12:41 Westminster Group plc  I  Annual Report & Accounts 2010
NOTES TO THE FINANCIAL STATEMENTS CONTINUED 50
Capital commitments 
Group and Company 2010 2009
£’000 £’000
Contracted but not provided for in the nancial statements 147 184
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 increase in valuation 
of £14,000, increased by the change in deferred tax provision of £4,000, was credited to Revaluation Reserve. The Revaluation 
Reserve is not available for distribution to shareholders. 
The freehold property is stated at valuation, the comparable historic cost and depreciation values are as follows:
2010 2009
£’000 £’000
Historical cost 695 678
Accumulated depreciation
At 1 January 48 45
Charge for the year 33
At  31 December 51 48
  
Net book value at 31 December 644 630
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 were those acquired under nance leases as disclosed in note 26.
13. Operating lease commitments
The Group and the Company lease various of ces, of ce equipment and motor vehicles under non-cancellable operating lease 
agreements. The total commitments under these leases can be analysed as follows:
As at 31 December 2010 Group Company
Total Commitments Total Commitments 
Property Other Property Other
£’000 £’000 £’000 £’000
Within one year 50 64 - 12
In the second to fth years inclusive 200 57 - 2
After ve years 250 - - -
500 121 - 14
As at 31 December 2009 Group Company
Total Commitments Total Commitments 
Property Other Property Other
£’000 £’000 £’000 £’000
Within one year 42 85 - 17
In the second to fth years inclusive - 71 - 11
42 156 - 28
WestminsterGroupPlc 2012.pdf   52 06/06/2011   12:41 Westminster Group plc  I  Annual Report & Accounts 2010
 51
Remaining lease terms range from 2 months to 10 years.
Group Company 
£’000 £’000
Minimum lease payments under operating leases recognised as an expense in the 
year
213 8
14. Investments  in subsidiaries  
Company 2010 2009
£’000 £’000
Shares in subsidiary undertakings at cost 
At start of period 542 4
Acquisition of Longmoor Security Limited - 608
Acquisition of CTAC Limited 825 -
Transfer to amounts due from subsidiaries - (70)
Elimination of deferred consideration (181) -
Impairment in value of subsidiaries (763) -
At end of period 423 542
Amounts due from subsidiaries 4,219 4,033
4,642 4,575
In the opinion of the Directors, the investments in the subsidiary undertakings are valued at least at the amounts at which they 
are stated in the balance sheet. Details of subsidiaries are set out 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 2010 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 Specialist security systems 100
Westminster  Technologies Limited England Non-trading 100
Westminster Facilities Management Limited England Dormant 100
International Monitoring Services Limited England Dormant 100
WestminsterGroupPlc 2012.pdf   53 06/06/2011   12:41 Westminster Group plc  I  Annual Report & Accounts 2010
NOTES TO THE FINANCIAL STATEMENTS CONTINUED 52
16. Financial assets and liabilities

The carrying amounts presented in the Consolidated and Company statement of nancial position relate to the following 
categories of assets and liabilities:
Group Company
2010 2009 2010 2009
£’000 £’000 £’000 £’000
Financial assets
Loans and receivables
 - Amount owed by subsidiary undertakings (note 14) - - 4,219 4,033
 - Trade and other receivables (note 19) 1,744 3,706 59 7
 - Cash and cash equivalents (note 21) 261 202 129 -
2,005 3,908 4,407 4,040
Financial liabilities
Financial liabilities measured at amortised cost 
 - Borrowings (note 25) 897 843 897 867
 - Trade and other payables (note 26) 1,035 697 206 111
1,932 1,540 1,103 978
Derivatives carried at fair value through pro t or loss
 - Embedded derivative (see below) 48 184 48 184
See note 2 for a description of the accounting policies for each category of nancial instruments.  The fair values are presented 
in the related notes.  A description of the Group’s risk management and objectives for 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
Conversion terms
A noteholder has the right to convert their Loan Notes into Ordinary Shares at the conversion price, which is the lower of 
 5% over the average share price for the 10 days prior to date of the Instrument and 
 5% over the price at which subsequent shares are rst issued as equity nancing (i) for acquisitions and/or (ii) where the 
new shares represent 5% or more of the issued share capital of the Company prior to the date of issue.
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 de 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.
WestminsterGroupPlc 2012.pdf   54 06/06/2011   12:41 Westminster Group plc  I  Annual Report & Accounts 2010
 53
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 amortise cost) with an embedded derivative (recorded at fair value through pro t and loss and fair 
valued at each reporting date).
2010 2009
£’000 £’000
Host debt 
At 1 January 843 -
Fair value of host debt instrument net of transaction costs at 29 June 2009 - 821
Finance charge (note 4) 54 22
At 31 December (note 25) 897 843
Embedded derivative
At 1 January 184 -
Fair value on recognition at 29 June 2009 - 291
Fair value movement (note 4) (136) (107)
Fair value at 31 December 48 184
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 2010 was undertaken by independent valuers, 
Globalview Advisers limited, using a Black Scholes valuation model. In 2009 the valuation was undertaken using a Monte Carlo 
simulation, as the conversion price had not then been xed.
The key assumptions being:
Valuation date Risk free rate Beta Risk premium
Small com-
pany risk
Speci 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% -
Financial instruments measured at fair value
The following table presents nancial assets and liabilities measured at fair value in the statement of nancial position in 
accordance with the fair value hierarchy.  This hierarchy groups nancial assets and liabilities into three levels based on the 
signi cance of inputs used in measuring the fair value of the 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).
WestminsterGroupPlc 2012.pdf   55 06/06/2011   12:41 Westminster Group plc  I  Annual Report & Accounts 2010
NOTES TO THE FINANCIAL STATEMENTS CONTINUED 54
The level within which the nancial asset or liability is classi ed is determined based on the lowest level of signi cant input to 
the fair value measurement.  The nancial assets and liabilities measured at fair value in the statement of nancial position are 
grouped into the fair value hierarchy as follows:
2010 Level 1 Level 2 Level 3 Total
£000 £000 £000 £000
Liabilities
Embedded derivative - 48 - 48
Total - (48) - (48)
2009 Level 1 Level 2 Level 3 Total
£000 £000 £000 £000
Liabilities
Embedded derivative - 184 - 184
Total - (184) - (184)
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 27% (2009: 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 2010
Recognised in 
business combi-
nation
Recognised in 
equity
Recognised in 
pro t and loss
31 Dec 2010
£’000 £’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)
WestminsterGroupPlc 2012.pdf   56 06/06/2011   12:41 Westminster Group plc  I  Annual Report & Accounts 2010
 55
1 Jan 2009
Recognised in 
business combi-
nation
Recognised in 
equity
Recognised in 
pro t and loss
31 Dec 2009
£’000 £’000 £’000 £’000 £’000
Deferred tax (liabilities)/assets
Non-current liabilities
Property, plant & equipment (104) - - - (104)
Non-current assets
Share based payments 3 - 2 - 5
Unused tax losses 183 181 - (19) 345
82 181 2 (19) 246
Recognised as
Deferred tax asset 186 350
Deferred tax liability (104) (104)
Company 1 Jan 2010 Recognised in equity
Recognised in pro 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)
1 Jan 2009 Recognised in equity
Recognised in pro t 
and loss
31 Dec 2009
£’000 £’000 £’000 £’000
Deferred tax (liabilities)/assets
Non-current liabilities
Property, plant & equipment (97) - (4) (101)
Non-current assets
Share based payments 3 2 - 5
Unused tax losses 9 - (3) 6
(85) 2 (7) (90)
Recognised as
Deferred tax asset 12 11
Deferred tax liability (97) (101)
The deferred tax asset primarily relates to accumulated tax losses carried forward. Based on future forecast and orders, the 
Group is anticipating to have suf cient pro ts to utilise these tax losses. The Group has a further £1.26 million of tax losses for 
which no deferred tax asset is recognised.
WestminsterGroupPlc 2012.pdf   57 06/06/2011   12:41 Westminster Group plc  I  Annual Report & Accounts 2010
NOTES TO THE FINANCIAL STATEMENTS CONTINUED 56
18. Inventories
Group Company
2010 2009 2010 2009
£’000 £’000 £’000 £’000
Finished goods 229 232 - - 
229 232 - - 
The cost of inventories recognised as an expense within ‘cost of sales’ amounted to £1,395k (2009: £3,621k).
No reversal of previous write-downs was recognised as a reduction of expense in 2010 or 2009. None of the inventories are 
pledged as securities for liabilities.
19. Trade and other receivables
Group Company
2010 2009 2010 2009
£’000 £’000 £’000 £’000
Amounts falling due within one year: 
Trade receivables, gross 1,575 3,667 4 -
Allowance for credit losses (679) (72) - -
Trade receivables 896 3,595 4 -
Amounts recoverable on contracts 663 94 - -
Other receivables 184 7 55 7
Financial assets 1,743 3,696 59 7
Prepayments 54 69 10 22
Non- nancial assets 54 69 10 22
Trade and other receivables 1,797 3,765 69 29
Amounts falling due after one year: 
Trade receivables 1 10 - -
Financial assets 1 10 - -
Trade and other receivables 1 10 - -
The average credit period taken on sale of goods in 2010 was 142 days (2009: 143). An allowance has been made for estimated 
irrecoverable amounts from the sale of goods of £679,000 (2009: £72,000). This allowance has been based on the knowledge of 
the nancial circumstances of individual receivables at the balance sheet date. The amount outstanding at 31 December 2010 
from the Government of Southern Sudan Juba contract was $194,000 (2009: $3.4 million). A provision has been made in 2010 
against a customer account in Longmoor Services for £545,000.
The Group holds no collateral against these receivables at the balance sheet date.
WestminsterGroupPlc 2012.pdf   58 06/06/2011   12:41 Westminster Group plc  I  Annual Report & Accounts 2010
 57
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 
 nancial status of the customers.
2010 2009
£’000 £’000
Not more than 3 months 189 283
More than 3 months but less than 6 months 230 303
More than 6 months but not more than 1 year 416 533
More than 1 year 36 -
871 1,119
The movement in the allowance for credit losses can be reconciled as follows 
2010 2009
£’000 £’000
Balance 1 January 72 12
Amounts written off (uncollectable) 638 (29)
Impairment loss (31) 89
Balance 31 December 679 72
There are no signi cant credit risks from nancial assets that are neither past due nor impaired. At 31 December 2010 £391,000 
(2009: £2,574,000) of trade receivables were denominated in US dollars and £1,425,000 
(2009: £1,103,000) 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:
2010 2009
£’000 £’000
Contract costs incurred plus recognised pro ts less recognised losses to date 1,874 5,895
Less: progress billings (1,399) (6,224)
475 (329)
Recognised as:
Due from contract customers included in trade and other receivables 663 94
Due to contract customers included in trade and other payables (188) (423)
475 (329)
At 31 December 2010 retentions held by customers for contract work amounted to £21,000 (2009: £67,000). 
WestminsterGroupPlc 2012.pdf   59 06/06/2011   12:41 Westminster Group plc  I  Annual Report & Accounts 2010
NOTES TO THE FINANCIAL STATEMENTS CONTINUED 58
21. Cash and cash equivalents 
Group Company
2010 2009 2010 2009
£’000 £’000 £’000 £’000
Cash at bank and in hand 911 466 129 -
Short-term bank deposits 9 9 - -
920 475 129 -
Bank overdraft (659) (273) - (24)
Cash and cash equivalents for the purposes of the cash ow 
statements
261 202 129 (24)
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 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 9 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 (2009: 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 2009 14,022,336 1,402
Issued for the acquisition of Longmoor Services Limited (now Longmoor Security 
Limited)
894,735 90
At 31 December 2009 14,917,071 1,492
Issued for the acquisition of CTAC Limited 792,683 79
Exercise of share options 24,000 2
Other issues for cash 8,522,000 852
At 31 December 2010 24,255,754 2,425
The Company has one class of ordinary share, which carries no right to xed income. On 15 April 2010 the Company issued 
792,683 Ordinary Shares of 10p each at 41p giving rise to premium of £246,000 for a share for share exchange on the acquisition 
of CTAC, which has been taken to a merger relief reserve.
On 15 April 2010 Westminster Group plc placed 747,000 New Ordinary Shares at a placing price of 33.5p to raise £250,000 before 
expenses, giving rise to premium of £176,000 which has been taken to share premium.
On 16 April 2010 the Group raised working capital through a subscription of 1,250,000 new Ordinary Shares at 41p, raising 
£512,000 before expenses from new investors, giving rise to premium of £387,000 which has been taken to share premium. 
WestminsterGroupPlc 2012.pdf   60 06/06/2011   12:41 Westminster Group plc  I  Annual Report & Accounts 2010
 59
On 24 August 2010 the Group raised working capital through a subscription of 2,525,000 new ordinary shares of 10p each in the 
ordinary share capital of Westminster at a placing price of 20p each to raise £505,000 before expenses from new investors, 
giving rise to premium of £252,000 which has been taken to share premium. 
On 25 October 2010 the Group raised working capital through a subscription of 4,000,000 new ordinary shares of 10p each in the 
ordinary share capital of Westminster at a placing price of 25p each to raise £1,000,000 before expenses from a new investor, 
giving rise to premium of £600,000 which has been taken to share premium. 
The costs of issuing new shares for cash during the year totalled £350,000. Part of the share premium that arose from the share 
issues has been utilised tin relation to the costs of those issues.
Details of the Group’s capital management policies and procedures are provided as part of the corporate governance report.
23. Merger relief reserve
Group and Company
2010 2009
£’000 £’000
At 1 January 299 -
Premium on shares issued for the acquisition of Longmoor Security Limited - 299
Premium on shares issued for the acquisition of CTAC Limited  (note 22) 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 de nition, a material interest is either bene 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.
WestminsterGroupPlc 2012.pdf   61 06/06/2011   12:41 Westminster Group plc  I  Annual Report & Accounts 2010
NOTES TO THE FINANCIAL STATEMENTS CONTINUED 60
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 1 January 2009 543,585 38 
Granted 104,000 34
Forfeited (20,000) 24
Outstanding at 31 December 2009 627,585 34
Granted 15,000 33
Exercised (24,000) 10
Forfeited (30,000) 32
Outstanding at 31 December 2010 588,585 36
Exercisable at 31 December 2009 - - 
Exercisable at 31 December 2010 486,585 35
The weighted average share price at the date the shares were exercised was 34.5p.
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:
2010 2009
Date of grant Exercise price
Number outstanding 
at end of year
Weighted average 
remaining contrac-
tual life (in years)
Number outstanding 
at end of year
Weighted average 
remaining contrac-
tual life (in years)
5 Apr 2007 10p 274,000 6.3 298,000 7.3 
11 Dec 2009 32p - - 30,000 9.9 
27 May 2010 32.75p 15,000 9.4 - -
25 Sep 2009 34.5p 72,000 8.7 72,000 9.7 
21 Apr 2008 52.5p 15,000 7.3 15,000 8.3 
21 Jun 2007 67.5p 203,585 6.5 203,585 7.5 
20 Sep 2007 74p 9,000 6.7 9,000 7.7 
Total 588,585 6.7 627,585 7.8 
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 11 Dec 27 May
2007 2007 2007 2008 2009 2009 2010
Number of options granted 311,000 203,585 9,000 15,000 74,000 30,000 15,000
Share price at date of grant (p) 5.6 67.5 75.0 52.5 34.5 32 32.75
Exercise Price (p) 10.0 67.5 74.0 52.5 34.5 32 32.75
Volatility (annualised) 1.6% 1.6% 1.6% 1.6% 25.50% 25.50% 28.33%
Average expected term to exercise 
(years)
4.5 4.5 4.5 4.0 4.5 4.5 3.5
Risk free rate % 1.81 1.81 2.35 2.35 4.07 4.07 1.71
Expected dividends -------
Fair value (p) - 5.3 8.4 4.7 15.8 14.7 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.
WestminsterGroupPlc 2012.pdf   62 06/06/2011   12:41 Westminster Group plc  I  Annual Report & Accounts 2010
 61
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 pro t or loss in respect of share based payments was £8,000 (2009: £6,000).
25. Borrowings
Group Company
2010 2009 2010 2009
£’000 £’000 £’000 £’000
Current
Bank overdraft (secured) - - - 24
Non current 
Convertible loan note 897 843 897 843
Total 897 843 897 867
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
2010 2009 2010 2009
£’000 £’000 £’000 £’000
Trade payables 753 518 100 38
Accruals and other payables 231 179 78 73
Finance lease liabilities 51 - 28 -
Financial liabilities 1,035 697 206 111
Other taxes and social security payable 249 66 58 21
Deferred income 188 423 - -
Non- nancial liabilities 437 489 58 21
Total current trade and other payables 1,472 1,186 264 132
Non-current Group Company
2010 2009 2010 2009
£’000 £’000 £’000 £’000
Deferred consideration - 181 - 181
Finance lease liabilities 141 - 118 - 
Financial liabilities 141 181 118 181
Total non-current trade and other payables 141 181 118 181
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 2010 
was 100 days (2009: 91 days). The Directors consider that the carrying value of trade payables approximates to their fair value.
WestminsterGroupPlc 2012.pdf   63 06/06/2011   12:41 Westminster Group plc  I  Annual Report & Accounts 2010
NOTES TO THE FINANCIAL STATEMENTS CONTINUED 62
Deferred income relates to amounts received from customers at year end but not yet earned.
At 31 December 2010 £56,000 (2009: £65,000) of payables were denominated in US dollars, £6,000 (2009: £4,000) in Euros and 
£691,000 (2009: £449,000) in sterling. 
Finance lease liabilities
Group Company
£’000 £’000
At 1 January 2010 --
Acquired through business combination 46 -
Acquired in the year 146 146
At 31 December 2010 192 146
The nance lease liabilities are in respect of leases where there is no expected future bene t. The corresponding asset has 
therefore been fully impaired. The Directors have used discounted cash ows in valuing the nance lease liabilities.
Future minimum nance lease payments at the end of each reporting period under review are as follows:.
Group Company
£’000 £’000
Within one year 51 28
In the second to fth years inclusive 141 118
192 146
27. Cash ow adjustments and changes in working capital
The following non-cash ow adjustments and adjustments for changes in working capital have been made to (loss)/pro t before 
tax to arrive at operating cash ow:
Group Company
2010 2009 2010 2009
£’000 £’000 £’000 £’000
Adjustments: 
Depreciation, amortisation and impairment of non- nancial 
assets 
279 115 192 44
Financing costs 190 (107) 183 (107)
Fair value movement of embedded derivative in Convert-
ible Loan Notes
(136) 116 (136) 116
Impairment of goodwill 763 - - -
Impairment of investment in subsidiaries - - 763 -
Provision on intercompany debt - - 1,365 -
Pro t on disposal of non- nancial assets (3) - - -
Share-based payment expenses 8686
Acquisition costs included in investing activities 38 - 38 -
Total adjustments 1,139 130 2,413 59
Net changes in working capital: 
Decrease/(Increase) in inventories 46 (46) - -
Decrease/(Increase) in trade and other receivables 2,592 (964) (40) (6)
(Decrease)/increase in trade and other payables (714) (464) 103 (45)
Total changes in working capital 1,924 (1,474) 63 (51)
WestminsterGroupPlc 2012.pdf   64 06/06/2011   12:41 Westminster Group plc  I  Annual Report & Accounts 2010
 63
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 of cers. Details of 
the Executive and Non-Executive Directors’ remuneration are set out in the Remuneration Committee report.
There were no amounts owed to the Directors at the year end (2009: £nil).
Transactions and balances between Group entities
At the period end, the following balances were owed to the Company by Group entities:
Company
2010 2009
£’000 £’000
Westminster International Limited 3,383 3,154
RMS Integrated Solutions Limited 646 599
Longmoor Security Limited 836 280
CTAC Limited 719 -
Westminster Facilities Management Limited 3 3
Westminster Technologies Limited 192 192
Less: provision against amounts due (1,560) (195)
4,219 4,033
During the period management charges were made from Westminster Group plc to its subsidiary companies as follows:
Company 
2010 2009
£’000 £’000
Westminster International Limited 988 1,337
Longmoor Security Limited 471 90
CTAC Limited 347 -
1,806 1,427
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 2010 one of the Directors, P D Fowler, and his wife were together the largest shareholder in the Company 
through their interest in 26% of the shares of the Company. As of 1 June 2011 they control 26%.
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 2010 was £232,000 (2009: £306,000).
A claim under the Sale and Purchase Agreement is being made against the vendors of CTAC, as the result of a de ciency in 
net assets as at the Completion Date. The amount being claimed amounts to £740,000, which has not been recognized in the 
 nancial statements, but constitutes a contingent asset. This claim is being adjudicated by an Expert appointed by the President 
of the Institute of Chartered Accountants.
WestminsterGroupPlc 2012.pdf   65 06/06/2011   12:41 Westminster Group plc  I  Annual Report & Accounts 2010
NOTES TO THE FINANCIAL STATEMENTS CONTINUED 64
30. Financial risk management
The Group is exposed to various risks in relation to 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 ows by minimising the exposure to nancial markets. The Group does not actively trade in nancial assets for 
speculative purposes nor does it write options. The most signi cant nancial risks are currency risk, interest rate risk and 
certain price risks.
Foreign currency sensitivity
The Group operates internationally and is exposed to foreign exchange risk arising from various currency exposures, primarily 
with respect to the Euro and US dollar. The Group’s policy is to match the currency of the order with the principal currency 
of the supply of the equipment. Where it is not possible to match those foreign currencies, the Group might consider hedging 
exchange risk through a variety of hedging instruments such as forward rate agreements, although no such transactions have 
ever been entered into.
Foreign currency denominated nancial assets and liabilities, translated into GBP at the closing rate, are as follows. Euro assets 
and liabilities are not material: 
Group Short-term exposure USD Long-term exposure USD 
£’000 £’000
31 December 2010
Financial assets 144 -
Financial liabilities (56) -
Total exposure 88 -
31 December 2009
Financial assets 2,574 -
Financial liabilities (65) -
Total exposure 2,509 -
If the US dollar were to depreciate by 10% relative to its year end rate, this would cause a loss of pro ts in 2011 of £33,500 
(2010: £250,900). This calculation is based upon an instantaneous 10% weakening of sterling relative to the dollar from the 
level applicable at 31 December 2010. 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 nancial assets and liabilities are immaterial for the Company.
Interest rate sensitivity
The only borrowings of the Group and Company are the convertible loans (see note 16), which are at 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.
WestminsterGroupPlc 2012.pdf   66 06/06/2011   12:41 Westminster Group plc  I  Annual Report & Accounts 2010
 65
Credit risk analysis
The Group’s maximum exposure to credit risk is limited to the carrying amount of nancial assets recognised at the reporting 
date, as summarised below:
Group Company
2010 2009 2010 2009
£’000 £’000 £’000 £’000
Cash and cash equivalents 261 202 129 -
Trade and other receivables 1,744 3,706 59 7
2,005 3,908 188 7
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 nancial assets above that are not impaired or past due for each of the reporting 
dates under review are of good credit quality.
None of the Group’s 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 can be 
shown as follows:
Group 2010 2009
£’000 £’000
Not more than 3 months 189 282
More than 3 months but less than 6 months 230 303
More than 6 months but not more than 1 year 416 533
More than 1 year 36 -
871 1,118
In respect of trade and other receivables, the Group is exposed to a credit risk from a single Government  customer see note 19. 
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.
The carrying amount of nancial assets whose terms have been renegotiated, that would otherwise be past due or impaired is 
£nil (2009: £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.
WestminsterGroupPlc 2012.pdf   67 06/06/2011   12:41 Westminster Group plc  I  Annual Report & Accounts 2010
NOTES TO THE FINANCIAL STATEMENTS CONTINUED 66
Liquidity risk analysis
The Group manages its liquidity needs by monitoring scheduled debt repayments for long term nancial liabilities as well as 
forecast cash 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 suf cient over the lookout 
period.
As at 31 December 2010, the Group’s liabilities have contractual maturities (including interest payments where applicable) as 
summarised below:
Group Current Non-current
£’000 £’000
31 December 2010
Within 6 
months
6 to 12 months 1 to 5 years
Later than 5 
years
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
£’000 £’000
31 December 2010
Within 6 
months
6 to 12 months 1 to 5 years
Later than 5 
years
Convertible loans 60 60 1,500 -
Finance lease liabilities 14 14 118 -
Trade and other payables 236 - - -
Total 310 74 1,618 -
This compares to the Group’s nancial liabilities in the previous reporting period as follows:
Group Current Non-current
£’000 £’000
31 December 2009
Within 6 
months
6 to 12 months 1 to 5 years
Later than 5 
years
Convertible loans 60 60 1,620 -
Trade and other payables 1,186 - - -
Total 1,246 60 1,620 -
Company Current Non-current
£’000 £’000
31 December 2009
Within 6 
months
6 to 12 months 1 to 5 years
Later than 5 
years
Convertible loans 60 60 1,620 -
Bank borrowings 24 - - -
Trade and other payables 131 - - -
Total 215 60 1,620 -
The above amounts re ect the contractual undiscounted cash 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. 
WestminsterGroupPlc 2012.pdf   68 06/06/2011   12:41 Westminster Group plc  I  Annual Report & Accounts 2010
 67
31. Post balance sheet event
In May 2011 the Company entered into a short term loan agreement for £150,000, which is repayable in July 2011
WestminsterGroupPlc 2012.pdf   69 06/06/2011   12:41 Westminster Group plc  I  Annual Report & Accounts 2010
COMPANY INFORMATION 68
Directors 
Executive   Non-Executive
Peter Fowler    Lt. Col. Sir Malcolm Ross (Chairman) 
Nicholas Mearing-Smith   Sir Michael Pakenham  
Stuart Fowler  
Roger Worrall 
Secretary 
Nicholas Mearing-Smith
Registered of ce 
Westminster House 
Blacklocks Hill 
Banbury 
Oxfordshire 
OX17 2BS  
Principal bankers 
HSBC Bank plc 
17 Market Place 
Banbury 
Oxfordshire 
OX16 5ED 
Nominated adviser
Zeus Capital Limited 
3 Ralli Courts 
West Riverside 
Manchester 
M3 5FT
Stockbroker
XCAP Securities 
24 Cornhill 
London 
EC3V 3ND
Solicitors
Charles Russell LLP 
7600 The Quorum 
Oxford Business Park North 
Oxford 
OX4 2JZ 
Registrars
Capita Corporate Registrars plc 
The Registry 
34 Beckenham Road 
Beckenham 
Kent 
BR3 4TU
Auditor
Grant Thornton UK LLP 
3140 Rowan Place 
John Smith Drive 
Oxford Business Park South 
Oxford 
OX4 2WB
Financial public relations
Winningtons 
Westpoint 
78 Queens Rd 
Bristol 
BS8 1QX
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
RMS Integrated Solutions Ltd
P: +44 (0) 1295 257770 F: +44 (0) 1295 257187 E: info@rms-is.com
CTAC Ltd
P: +44 (0) 845 2252820 F: +44 (0) 1299 253202 E: info@ctac-ltd.com
International Monitoring Systems Ltd 
P: +44 (0) 845 2252820 F: +44 (0) 1299 253202 E: info@international-monitoring.com
WestminsterGroupPlc 2012.pdf   70 06/06/2011   12:41 01 Highlights
03 Company Overview
09 Chairman’s Statement
10 Chief Executive Of cer’s report 
14 Finance Director’s report
16 Board of Directors
17 Directors’ report
19 Remuneration Committee report 
21 Corporate governance report
CONTENTS
The Westminster Group is a specialist 
security group operating worldwide via 
an extensive international network of 
agents and of ces in over 4 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.
24 Statement of Directors’ responsibilities
2 Independent auditor’s report 
26 Consolidated statement of comprehensive income
27 Consolidated and Company statement of nancial position
28 Consolidated statement of changes in equity
29 Company statement of changes in equity
30 Consolidated and Company cash ow statements
31 Notes to the nancial statements
68 Company information
 
WestminsterGroupPlc 2012.pdf   2 06/06/2011   12:40 FIRE I SAFETY I SECURITY I DEFENCE
Worldwide World Class Protection
Annual Report & Accounts 2010
Westminster Group plc
Westminster House 
Blacklocks Hill 
Banbury 
Oxfordshire 
OX17 2BS
United Kingdom
www.wg-plc.com
Annual Report & Accounts 2010 Westminster Group plc
WestminsterGroupPlc 2012.pdf   1 06/06/2011   12:40