06 November 2024
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED IN ARTICLE 7 OF THE MARKET ABUSE REGULATION NO. 596/2014 ("MAR") WHICH IS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, SUCH INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN
Westminster Group Plc
('Westminster', the 'Group' or the 'Company')
Final Results for 18 months to 30 June 2024
Westminster Group Plc (AIM: WSG), a leading supplier of managed services and technology-based security solutions worldwide, announces Final Results for the 18 months ending 30 June 2024.
Highlights:
Operational:
· 10+ year DRC Contract finalised and signed in April 2024 worth circa $10m pa.
· Strong performance by Services Division increasing recurring revenue base.
· West Africa Airport project performed to expectations - and collaboration with Summa is working well.
· $1.7m project to upgrade security at two airports in Southeast Africa well underway with one completed.
· Our guarding business is going from strength to strength with a like for like increase of 48% in guarding hours.
· Training business delivered training at a major UK airport and continued to secure contracts globally.
· Supplied products and solutions to 68 countries across the world.
· Scanport issue resolved and recompense received for early termination.
· Martyn's Law undergoing Parliamentary scrutiny and expected to receive Royal Assent in the near future.
· In June 2024 Westminster were a main sponsor and exhibitor at the counter terrorism exhibition in London, CTX
Financial:
· Revenues of £9.1m of which £7.2m was from our Services Division and £1.9m from our Technology Division
· Cost cutting exercise implemented to counter rising costs etc.
· Tidied up balance sheet
· June 2024 secured a £1.5m convertible loan note facility from a strategic investor
Post period end:
· October 2024 secured contracts with a value of over $1.2m, including circa £650,000 of recurring revenue
· Current order book of circa £1m
· Current annual recurring revenues now circa £14.3m (including DRC estimates)
· Westminster honoured with the prestigious "Best Global Aviation Security Provider 2024" award during the London Political Summit & Awards presented in the UK Parliament on October 2024.
· Enquiry levels buoyant from potential customers around the world
· Training & Guarding businesses performing well.
· £500k equity raise at 2.4p per share being the current mid-market price and issue of 500k warrants at 10p being four times the current mid-market price demonstrating the investor's confidence in the future growth of the business.
Commenting on the results and prospects, Peter Fowler, Chief Executive said:
"We continue to battle against probably one of the worst world economic and political backgrounds in recent times and the period in question has been a time of both challenges and achievements.
"Challenges due to global instability, largely as a result of the Russian invasion of Ukraine and conflict in the Middle East, and the resulting global economic turmoil and financial uncertainty, which continues to impact governments and businesses spending plans.
"In terms of achievements one of the main highlights for the period was the finalisation of the long-anticipated contract for DRC airports. Whilst no revenues from this contract are reflected in the reporting period, the 10+ year contract is expected to generate revenues of circa US$10m in the first 12 months of operation alone, with significant scope for growth. This, together with existing and new contracts provides a solid foundation for significant revenue and earnings growth for 2025 and beyond.
"We are focussed on building a resilient business based on multiple revenue streams, many of which are from long-term recurring revenue contracts, from multiple customers, in multiple jurisdictions, which is and will continue to be a key growing strength of our business. The strong performance of our various services revenue streams demonstrates our strategy in this respect, is on track.
"Despite the global uncertainty and economic challenges, in the period we delivered revenues of £9.1m. Our Services Division has performed well, delivering revenues of £7.2m, whilst our Technology Division revenues were impacted, delivering revenues of £1.9m. Gross margin increased to 60%.
"We have a current order book of circa £1m and annual recurring revenues of circa £14.3m (including DRC estimates) with the potential to materially increase this through additional new contracts in the year ahead.
"Whilst remaining mindful global events can still impact business outlook and despite the global challenges and setbacks we have experienced, the recovery and growth we are seeing in our various businesses, together with our business model and the opportunities we have been developing and investing in over the years underpin our confidence for the future long-term growth and success of our business."
Annual Report and Accounts - The final results announcement can be downloaded from the Company's website (www.wsg-corporate.com). Copies of the Annual Report and Accounts (in addition to the notice of the Annual General Meeting to be held on 18 December 2024) will be posted to shareholders on or before 19 November 2024.
For further information please contact:
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Notes:
Westminster Group plc is a specialist security and services group operating worldwide via an extensive international network of agents and offices in over 50 countries.
Westminster's principal activity is the design, supply and ongoing support of advanced technology security solutions, encompassing a wide range of surveillance, detection, tracking and interception technologies and the provision of long-term managed services contracts such as the management and running of complete security services and solutions in airports, ports and other such facilities together with the provision of manpower, consultancy and training services. The majority of its customer base, by value, comprises governments and government agencies, non-governmental organisations (NGO's) and blue-chip commercial organisations.
The Westminster Group Foundation is part of the Group's Corporate Social Responsibility activities. www.wg-foundation.org
The Foundation's goal is to support the communities in which the Group operates by working with local partners and other established charities to provide goods or services for the relief of poverty and the advancement of education and healthcare particularly in the developing world.
The Westminster Group Foundation is a Charitable Incorporated Organisation, CIO, registered with the Charities Commission number 1158653.
Chairman's Statement
Whilst the world market continues to be difficult and challenging, I am pleased to report that, as laid out in the Chief Executive Officer's Strategic Report, we have managed to successfully navigate through the numerous challenges and with important new contracts, such as the airport security project in the Democratic Republic of Congo ("DRC"), now in place we have reached an important inflection point. Whilst the significant long-term recurring revenues from the DRC contract and others recently secured, are not reflected in the current period revenue results of £9.1m the tremendous amount of work and effort required to secure these contracts should be recognised.
We have now reached a point in our growth strategy where going forward we will see profitable trading and a significant increase in recurring revenues from multiple customers in numerous locations, all from existing contracts and a framework to build on this success.
Westminster Group PLC has changed its accounting reference date and financial year end from 31 December to 30 June. These accounts are for 18-months to 30 June 2024 whereas the comparatives are for the 12-months to 31 December 2022, therefore the amounts presented in the financial statements are not entirely comparable.
The reason for the change of accounting reference date is to, inter alia, better align the Group's reporting periods with the financial dynamics of the long-term contracts signed within the managed services business over recent times, along with targeted further growth in this particular division.
Like many companies we have also had to deal with increasing costs of energy, manpower and equipment, which we have done with careful cash management and cost reduction programmes.
Corporate Conduct
As a company whose shares are traded on the AIM market of the London Stock Exchange, we recognise the importance of sound corporate governance throughout our organisation, giving our shareholders and other stakeholders including employees, customers, suppliers and the wider community confidence in our business. We endeavour to deliver on our corporate Vision and Mission Statements in an ethical and sensitive manner irrespective of race, colour or creed. This is not only a requirement of a well-run public company but makes good commercial and business sense.
In my capacity as Chairman, I have ultimate responsibility for ensuring the Board adopts and implements a recognised corporate governance code in accordance with our stock market status. Accordingly, the Board has adopted, and is working to, the Quoted Companies Alliance (QCA) Corporate Governance Code 2018. The Chief Executive Officer (CEO) has responsibility for the implementation of governance throughout our organisation, commensurate with our size of business and worldwide operations.
The QCA Corporate Governance Code 2018 has ten key principles and we set out on our website how we apply those principles to our business, and more detailed information is provided in these accounts.
We operate worldwide with a focus on emerging markets and in a sector where discretion, professionalism and confidentiality are essential. It is important that we maintain the highest standards of corporate conduct. The Corporate Governance Report in this annual report sets out the detailed steps that we undertake to ensure that our standards, and those of our agents, can stand any scrutiny by Government or other official bodies.
Corporate and Social Responsibility
As a Group, we take our corporate and social responsibilities very seriously, particularly as we operate in emerging markets and in some cases in areas of poverty and deprivation. As highlighted in the CEO Report we are building on our environment, social and governance strategies. I am proud of the support and assistance we as a business provide in many of the regions in which we operate, and I would like to pay tribute to our employees and other individuals and organisations for their generous support and contributions to our registered charity, the Westminster Group Foundation. We work with local partners and other established charities to provide goods or services for the relief of poverty or advancement of education or healthcare making a difference to the lives of the local communities in which we operate. For more information or to donate please visit www.wg-foundation.org.
Employees and Board
Our overriding priority however is and has been the safety and wellbeing of our people around the world and to continue to provide a valuable service to our customers. To those ends, we put in place various precautionary measures, including cost reductions and are undertaking regular risk assessments for all areas of our business.
I would finally like to extend my appreciation to our investors for their continued support and to our strategic investors who are bringing their expertise to help deliver value for all.
Rt. Hon Sir Tony Baldry DL
Chairman
5 November 2024
Chief Executive Officer's Report
Business Description
The Westminster Group is a global integrated security services company delivering niche security solutions and long-term managed services to high growth and emerging markets around the world, with a particular focus on long term recurring revenue business.
Our target customer base is primarily governments and governmental agencies, critical infrastructure (such as airports, ports & harbours, borders and power plants), and large-scale commercial organisations worldwide.
We deliver our wide range of Land, Sea and Air solutions and services through a number of operating companies that are currently structured into two operating divisions, Services and Technology, both primarily focused on international business as follows:
Services Division
Focusing on long term (typically 10 - 25 years) recurring revenue contracts such as the management and operation of security solutions in airports, ports and other such facilities, together with the provision of manpower, consultancy and training services.
Technology Division
Focusing on providing advanced technology led security solutions encompassing a wide range of surveillance, detection, tracking, screening and interception technologies to governments and organisations worldwide.
In addition to providing our business with a broad range of opportunities, these two divisions offer cost effective dynamics and vertical integration with the Technology Division providing vital infrastructure and complex technology solutions and expertise to the Services Division. This reduces both supplier exposure and cost and provides us with increasing purchasing power. Our Services Division provides a long-term business platform to deliver other cost-effective incremental services from the Group.
We have a successful track record of delivering a wide range of solutions to governments and blue-chip organisations around the world. Our reputation grows with each new contract delivered - this in turn underpins our strong brand and provides a platform from which we can expand our business.
Overview
We continue to battle against probably one of the worst world economic and political backgrounds in recent times and the period in question has been a time of both challenges and achievements.
Challenges due to global instability, largely as a result of the Russian invasion of Ukraine and conflict in the Middle East, and the resulting global economic turmoil and financial uncertainty, which continues to impact governments and businesses spending plans with the inevitable knock-on delays on contract awards. Like many companies we have also had to deal with increasing costs which we have navigated with careful cash management and cost reduction programmes.
In terms of achievements one of the main highlights for the period was the finalisation of the long-anticipated contract for DRC airports which was signed at a formal ceremony in April 2024. Despite the transitional period taking longer than anticipated due to the country's internal procedures and bureaucratic processes and no revenues from this contract being reflected in the reporting period, the 10+ year contract is expected to generate revenues of circa US$10m in the first 12 months of operation alone, with significant scope for growth. This, together with existing and new contracts provides a solid foundation for significant revenue and earnings growth for 2025 and beyond.
In view of the above I am pleased to report therefore that, despite the global uncertainty and economic challenges, our Services Division has performed well whilst our Technology Division revenues were impacted and down on the prior period. However, the strong performance of our various services revenue streams demonstrates our strategy of building a business built on a diverse base of recurring revenue streams from multiple customers in different parts of the world, is on track and underpins our confidence in our future growth and performance. Accordingly, we have decided to take a prudent look at our balance sheet and the carrying values of certain assets such as the Sierra Queen and RiverFort debt etc. and mark these down to market and take provisions in this period. We do however expect to recognise values from such assets in future years. Further information on this can be found in notes 18 and 28.
Accordingly, in the period we delivered revenues of £9.1m of which £7.2m was from our Services Division and £1.9m from our Technology Division. Gross margin increased to 60%. Exceptional write downs amounted to £2.28m. The Group's loss from operations was £1.93m. When adjusted for the exceptional and non-cash items, depreciation and amortisation, the Group
recorded an EBITDA^ loss from underlying operations of £1.47m of which £1.30m are costs related to project development, legal costs and project start-up expenses.
In summary, despite reduced technology sales in the period, we secured important new contracts significantly increasing our annualised recurring revenue streams, we continued to see important return customers demonstrating brand loyalty, we continued to develop our pipeline of new large-scale opportunities including some exciting new large-scale, long-term prospects, we resolved a number of outstanding issues including a prudent balance sheet review and we invested in our business and new projects establishing a platform for profitable future growth in the year and years ahead, as detailed in our Divisional Review below.
Divisional Review
Services Division
Our Services Division and the growing recurring revenue base we are building is a key element to our future growth. The period in question delivered revenues of circa £7.2m and these together with new contracts coming on stream will provide significant growth, both in terms of revenues and earnings, for 2025 and beyond, underpinning the strategy we have been following.
Our aviation security business continues to perform to expectations, and we are encouraged not only by the performance of our current operations but also with the various new opportunities we have and are developing, for which much credit is due to our operational and business development teams operating around the world.
A key development and expansion of our aviation security business is the ratification of the long-awaited contract for the Democratic Republic of Congo ("DRC") airports which was signed at a formal ceremony in Kinshasa, DRC on 11 April 2024 during the UK - DRC Trade and Investment Mission, by board representatives of both Westminster and the airport authority, La Regie Des Voies Aeriennes ('RVA'), in the presence of various government officials and dignitaries including Lord Popat, the UK Prime Minister's Trade Envoy; John Humphrey, His Majesty's Trade Commissioner for Africa; HE Alyson King OBE, HM Ambassador to the DRC; and HE Ndolamb Ngokwey, Ambassador of the DRC to the United Kingdom.
The contract, which is for an initial period of 10 years, with a five-year renewal, thereafter, is to provide comprehensive ground security operations, initially at four international airports and one national airport in the DRC. Despite the transitional period taking longer than anticipated due to the country's internal procedures and bureaucratic processes we are active on the ground undertaking various activities and based on current international embarking passenger levels, the contract is expected to generate revenues of circa US$10m in the first 12 months of operation alone. In addition, there is an opportunity under the contract for further revenues, in due course, from domestic traffic and cargo screening operations.
Westminster is providing the investment and expertise required to upgrade security at the airports. This not only includes the provision of advanced detection, surveillance, and screening equipment, but also the maintenance, training and various support services required to ensure DRC's airport security is run to the highest international standards. This enhancement in airport security will assist the authorities in DRC in developing and maintaining world-class airport security services, opening up the potential for growth in air traffic by attracting new international carriers and commercial enterprises to the region.
DRC is a key addition to our international aviation security services, and we believe the country has exciting growth potential. With a surface area equivalent to that of Western Europe it is, by area, the largest country in sub-Saharan Africa, the second largest in all of Africa, and the 11th-largest in the world. It is also the most-populous Francophone country in the world. Air travel is therefore an important and a necessary requirement within this vast country. The country is extremely rich in natural resources and has the potential for sizeable economic growth. I look forward to Westminster having a long-term presence in the country and in playing our part in the successful growth and security of the country's numerous airports.
Our West African airport operation and collaboration with Summa is working well and has been a positive development. With potential new airlines opening up new routes including a new direct flight to the UK once again we expect this contract to continue to be a valuable part of our business.
During the period we continued to provide post pandemic aviation security (AVSEC) training to staff at a major UK airport and have secured contracts for AVSEC training in other airports around the world, expanding our network of potential managed services opportunities for the future.
Our $1.7million project to upgrade security at two airports in Southeast Africa, funded by the European Investment Bank (EIB), is now well underway with one airport completed and the other well advanced. We are now in discussions with the relevant authorities regarding moving to a long-term managed services contract for these two airports, under a new agreement, once the current installation works have been completed.
I am pleased to report we have made significant strides forward with several of the large-scale, long-term managed services airports and ports opportunities each of which, as and when secured, would provide multi-million-pound step changes in annual revenues. It is always difficult to accurately predict timing for such projects, which are complex and can involve various bodies in bureaucratic processes however we hope to finalise one such opportunity before the end of 2024 or early in 2025.
Our guarding business is going from strength to strength with a like for like increase of 48% in guarding hours and the new contract to provide comprehensive security concierge services announced in October 2024 will significantly enhance this activity.
As previously reported, we have been waiting for our client to resolve the land issues for the construction of the new container port storage and inspection complex in West Africa, for which Westminster have been contracted to provide the screening operations under a contract, signed in June 2021. However, this land issue is still unresolved and the project remains in abeyance.
We announced in November 2022 that the relationship with our local partners, Scanport, regarding our Ghana port project had become increasingly strained and that we were looking to resolve matters through mediation to include accelerated receipt in recompense for early termination, which would free up resources for the new large-scale projects. This has now been fully resolved and dealt with in discontinued items in the accounts
Technology Division
The Technology Division delivered revenues of circa £1.9m in the period down from the previous period, largely as a result of the global uncertainty. The ongoing global economic situation continues to create challenges, not just with increasing costs but significantly with some economies suffering substantial currency devaluation, in turn leading to currency restrictions and in some places civil unrest. This has understandably led to some order delays, particularly with larger capital-intensive projects. Not-with-standing these challenges during the period we delivered products and services to 68 countries around the world. I am now happy to report the situation is improving with visibility over a growing pipeline and we fully expect some if not all of the delayed orders and backlog to eventually be secured.
In addition to building our international operations and to provide some resilience against world events, we have been undertaking a strategy of developing a significant UK presence with an enviable blue-chip client base, such as the Palace of Westminster, Scottish Parliament, Tower of London, UK Border Force, UK Prisons, to name but a few, all of which are performing well and which provide resilient recurring revenue streams. I am pleased to report we are discussing expanded operations with such customers.
We have previously reported on the opportunities for our business that we anticipate could arise from the long-expected Martyn's Law legislation. Martyn's Law is named after Martyn Hett, who at 29 years was killed in the Manchester Arena terrorist attack in May 2017. Martyn's mother, Figen Murray, has been a tireless campaigner and the force behind Martyn's Law legislation that will require many businesses giving access to the general public, to formally assess and take measures to address terrorism risks for the first time. Martyn's Law is set to have a profound and lasting effect on security provision in the UK - encompassing Publicly Accessible Locations (PALs) and requiring them to actively protect visitors and staff with appropriate levels of security. The Home Office estimates that 650,000 UK businesses could be affected by Martyn's Law, and this offers substantial business opportunities for Westminster's extensive portfolio of products and services. Whilst this was originally included in the Kings Speech on 7 November 2023 the change of government delayed progress. We are pleased to see the Bill was reintroduced following the Kings speech on 17 July 2024 and is currently undergoing Parliamentary scrutiny with cross party support and the expectation is it will receive Royal Assent in the near future.
We have already assisted a number of key-customers and landmark buildings with equipment and solutions to prepare for the forthcoming legislation and we are active in developing further opportunities and to be recognised as a leading provider of solutions under the legislation.
Our German subsidiary, GLIS, situated to the Southeast of Munich, is focussed on supplying security technology and solutions to the European market. Post Brexit the business is particularly well positioned to serve the Group's EU clients.
The team continues to secure a number of important new clients and is developing substantial business opportunities in the region.
Our French business, Euro Ops, continues to be a valuable strategic addition to the Group. The company provides aviation focussed services such as humanitarian flights and logistics, emergency flights, flight operations, charter and storage management. The company has not only brought new skills, services and revenues to the Group but provides greatly improved access to Francophone countries for the wider Group services.
In June 2024 Westminster were a main sponsor and exhibitor at the counter terrorism exhibition in London, CTX, Throughout the expo, we showcased our latest innovations in security solutions, aimed at enhancing public safety and counter-terrorism efforts worldwide. Westminster brought together leading suppliers of advanced security technology including Rohde & Schwarz, Linev, Apstec, Evolv, Detectachem, and many others creating a unique stand for visitors from around the world to see and experience a range of leading security solutions. The event created a lot of interest in our solutions, and we are currently in discussions with a number of high-profile organisations as a direct result of that expo.
We have also once again begun hosting various governmental and corporate clients at our demonstration grounds and facilities in the UK. This is something we did regularly pre-covid and which was an excellent way to build customer relationships and secure meaningful business. During covid this activity ceased for obvious reasons, and I am encouraged to see various delegations once again visiting our operations in the UK and would expect to see meaningful business being secured accordingly.
Summary
We are making good progress on delivering our strategy of building a resilient business based on multiple revenue streams, many of which are from long-term recurring revenue contracts, from multiple customers, in multiple jurisdictions.
On a wider front, despite the challenges we have continued to progress various existing and new transformational large-scale managed services project opportunities around the world which can and will provide step changes in growth should they be secured. No two opportunities are the same and each can have their own idiosyncrasies and challenges. As we have previously advised, project opportunities of this size and nature, particularly in emerging markets, are not only time-consuming and involve complex negotiations with numerous commercial and political bodies, but discussions can ebb and flow over many months, with periods of intense activity which can be followed by long periods of inactivity. It is however precisely because of such challenges that competition is limited and the opportunities offer transformational growth opportunities.
Whilst there is never certainty as to timing or outcome of the many project opportunities we are pursuing, we are making progress on a number of fronts, however due to the nature of the projects and the numerous bodies involved it is notoriously difficult to forecast timing of any contract award. I know this can be frustrating at times but the upside of securing such contracts with long-term, high margin recurring revenues is worth the efforts. We obviously cannot provide regular updates or details on contract negotiations, but we will provide market updates on material developments when appropriate and in line with our regulatory responsibilities.
In summary, despite the various challenges and in some cases because of them, Westminster continues to move forward.
Strategy
Our vision is to build a global business with strong brand recognition delivering advanced security solutions and long-term managed services, on Land, at Sea and in the Air, primarily to high growth and emerging markets around the world, with a particular focus on building multiple revenue streams, many of which involve long term recurring revenue business, from diverse sources in varying parts of the world, providing a degree of resilience to external events and enhancing shareholder value.
The Board considers strategy at each regular Board Meeting and has from time to time 'off-site' strategy days to review the Company's rolling five-year Strategic Growth Plan and to consider new short-, medium- and long-term strategies that could be implemented to achieve our goals and to deal with changing global and economic issues.
As part of our strategy for growth, we will also continue to improve and enhance our Board and senior management team broadening our range of experience and expertise. If we are to maximise the substantial growth opportunities we are developing, particularly with our managed services operations, it is essential we have the right strategies, people, processes and systems in place to successfully deliver such growth.
Whilst we still believe that the opportunities we have been developing, primarily in emerging and high growth markets, are what will deliver exponential growth over the next few years, these can and do take time to develop and as we have seen, can be disproportionately impacted by global, regional and local events. Accordingly, one of the strategies we are now developing is to balance some of that risk by building more core business in the UK and developed world areas.
We are also looking to expand our global footprint through the development of our agent network and through strategic joint ventures (JVs) in key markets and regions, and we believe that this strategy will enable the Company to expand its sphere of operations in a controlled and cost-effective way.
Due to the Company's share-price concerns, the perceived current lack of liquidity, the cost of capital and ongoing listing costs; concerns which are shared by many listed companies of various sizes, the Board is undertaking a strategic review on how to improve shareholder value. The results of this review will be communicated to shareholders in due course.
Our risk strategies are developed from our Risk Committee who hold regular meetings and report to the Audit Committee. Mitigation and risk strategies are then developed to address potential risks, as we successfully did during the Covid pandemic. Covid is of course not the first and will not be the last external challenge for which we need to have strategies in place to deal with. In 2014, the world experienced the West African Ebola outbreak which caused huge problems for the region, and now the Russian invasion of Ukraine has world-wide implications. I am confident the strategies we have now and will further put in place, together with our diverse business model, will help us not only manage the challenges but seek new opportunities from them.
Environment, Social, and Governance (ESG) Strategy
The Westminster Group takes its corporate and social responsibilities very seriously and recognises that sustainability across our various business sectors is important to us and our future growth, important to our shareholders and wider stakeholders. The various ways in which we currently monitor and undertake governance, including environmental and social responsibilities of our business, are laid out in the Corporate Governance Report.
We take our social responsibilities very seriously including supporting the communities in which we operate and, in this respect, have our own registered charity - the Westminster Group Foundation - see here www.wg-foundation.org. Since 2007, the Westminster Group has assisted and been involved with community work in Sierra Leone. This includes building new schools, extending existing schools, providing school uniforms, implementing water harvesting systems and solar panels, and through the Ebola and COVID pandemics providing essential food supplies. The latest school was completed September 2023 and is located at Kono Town. In recognition of the support given by the Westminster Group, it is named "Westminster Community Secondary School". In July 2024, we also became a Corporate Member of Rotary in Banbury, enabling our staff to volunteer to help Rotary in our community
Our work on ESG includes activities such as preparing detailed social environmental impact reports for each airport in our new project in DRC. We take our environmental responsibilities seriously and look to minimise our carbon footprint, for example by use of electric vehicles where possible. As an international business, travel has always featured heavily in our business activities. One thing the recent pandemic lockdowns have demonstrated is that some of this travel can be replaced by remote meetings and conference by systems such as Microsoft Teams and Zoom, which has now become commonplace and far more accepted across the world. Accordingly, we intend to focus, where possible, on reducing travel by continuing with remote meetings. Where international travel is still necessary, we are investigating carbon offset programmes. We are also working towards ISO 14001 Environmental Management (EMS).
Performance Indicators
The Group constantly monitors various key performance indicators for factors affecting the overall performance. At Group level, the revenues and gross margin are monitored to give a constant view of the Group's operational performance. A key focus for the Group is in building its recurring revenue base from contracted income relating to its managed services, maintenance and guarding contracts, and this is a key metric being monitored. Employment is the single largest cost base for the Group, the costs are strictly monitored to ensure best use of resources. Days Sales Outstanding is used to measure the cash conversion of revenue and identifies debtor aging issues.
The Services Division measures its performance in the four key areas of its deliverables - passengers served in its airport operations, the number of days training delivered by our training businesses and the number of guarding hours delivered by our guarding businesses.
The Technology Division measures its sales activity by reference to the number of enquiries received per month and the number of orders received. The number of countries served and number of return customers are monitored to give a view on the performance of the division. The material increases in guarding hours delivered is an indicator of the strong growth by this part of our business
Group | 30 June 2024 | 31 Dec 2022 |
Revenue | £9.1m | £8.5m |
Gross Margin | 60% | 54% |
Recurring Revenues as a % of revenues | 78% | 58% |
Days Sales Outstanding | 53 | 30 |
Number of Employees | 236 | 256 |
Average Employee Cost Per Head annualised | £18,661 | £17,016 |
Services Division | 30 June 2024 | 31 Dec 2022 |
Passengers Served ('000) | 188 | 124 |
Training Hours Delivered | 6,808 | 5,906 |
Guarding Hours Delivered | 85,408 | 38,508 |
Technology Division | 30 June 2024 | 31 Dec 2022 |
Average Enquiries Per Month | 205 | 168 |
Average Number of Orders Per Month | 42 | 44 |
Number of Countries Supplied | 68 | 60 |
Number of Return Customers | 536 | 370 |
Current Trading & Business Outlook
The business outlook is encouraging. Despite the challenges of recent years and the ongoing global instability and the resulting global economic turmoil and financial uncertainty we have built a solid foundation for our business and we will enter 2025 with greatly increased revenues from contracts already secured.
Our work on the DRC contract is progressing well as is the Southeast Africa airport project bringing 5 more airports into our portfolio and significant ongoing revenues for future years to come.
Our West African airport operations and collaboration with Summa is working well and has been a positive development. With potential new airlines opening up new routes including a new direct flight to the UK once again, we expect this contract to continue to be a valuable part of our business.
We continue to invest in our worldwide business development programmes in order to deliver on our growth potential, particularly in our long-term major managed services projects. We believe that we will secure one more long-term managed services contract in the near future and have every expectation of at least one more in 2025, each producing a multi-million dollar step change in revenues.
Our training business continues to secure new contracts around the world and our guarding business is going from strength to strength.
As mentioned in the Divisional Review above we believe the forthcoming Martyn's Law legislation will become law in the near future which we believe is a significant opportunity for our business and we look to build on the work we have done preparing for this and the successful contracts already secured which will place us in a strong position to secure more meaningful business in 2025 and beyond.
We continue to have healthy enquiry levels for our products and services from customers around the world and are currently seeing an improvement in our technology business. We traditionally secured one or two large-scale multi-million USD Technology solution sales projects each year although this has proved more challenging over the past couple of years due to customer spending constraints. However, we do have several potential projects in the pipeline, which despite ongoing global turbulence, we have good reason to believe one or more may materialise in 2025.
In June 2024 we secured a £1.5m convertible loan note facility from a strategic investor to aid growth, £1m of which has been drawn down in the period together with a post period equity raise of £500k at 2.4p per share being the current mid-market price and issue of 500k warrants at 10p being a 400% premium to the current mid-market price from the same investor demonstrating their confidence in the future growth of the business.
In October 2024 we announced that we had secured several contracts with a combined value of over $1.2 million, including a contract to provide comprehensive security concierge services on an annual basis across a number of prominent sites in the United Kingdom starting at circa £650,000 per annum in the first year. The Company is additionally in discussions regarding security solutions for some of the Customer's sites elsewhere in the world, which we hope will result in additional contracts.
In October 2024 Westminster was also honoured with the prestigious "Best Global Aviation Security Provider 2024" award during the London Political Summit & Awards in recognition of the contribution made by Westminster to aviation security around the world. The award was presented in the UK Parliament, House of Commons by Her Excellency Fatima Maada Bio, First Lady of Sierra Leone, who also served as a special guest speaker at the event. This three-day summit brought together influential political and business leaders from across Africa and the UK and has already led to interest in Westminster's services from a number of the attendees.
We are focussed on building a resilient business based on multiple revenue streams, many of which are from long-term recurring revenue contracts, from multiple customers, in multiple jurisdictions, which is and will continue to be a key growing strength of our business. We have a current order book of circa £1m and annual recurring revenues of circa £14.3m (including DRC estimates) with the potential to materially increase this through additional new contracts in the year ahead.
Whilst remaining mindful global events can still impact business outlook and despite the global challenges and setbacks we have experienced, the foregoing outlining the recovery and growth we are seeing in our various businesses, together with our business model and the opportunities we have been developing and investing in over the years underpin our confidence for the future long-term growth and success of our business.
Peter Fowler
Chief Executive Officer
5 November 2024
Chief Financial Officer's Report
Revenue
30 June 2024 18 month revenues of approximately £9.1m (12 months to 31 Dec 2022 restated: £8.5m) are down due to a reduction in technology sales in the period due to global instability and the resulting global economic turmoil and financial uncertainty, causing governments and businesses to delay capital-intensive spending. It is particularly noticeable that large projects continued to be delayed awaiting confidence that the world is returning back to more normal times. 2022 has been restated to take into account discontinued activities refer note 28.
Services revenues for the period was strong at £7.2m (31 Dec 2022 restated: £5.3m). Services particularly those relating to recurring revenue is a key element to our future growth. Guarding revenues continued to be robust as new jobs came on stream.
Westminster's Technology Division revenues were down to £1.9m (31 Dec 2022: £3.2m) largely due to lack of larger value solution sales although there are a number of potential projects in the pipeline that may benefit future trading.
Gross Margin
Gross Margin Percent rose to 60% (31 Dec 2022: 54%). This was primarily due to a mix effect as higher margin Services increased against the decline in lower margin (10% to 15%) Technology sales.
Operating Cost Base
When you take into account that 2024 is an 18-month period as opposed to 2022 which was 12 months the run rate of group administrative costs reduced by 11%. The actual number for 18 months was £7.4m (31 Dec 2022 (12 months): £5.5m) in total. Strong cost reduction and tight control overcame the general inflationary background.
Operational EBITDA^ from underlying operations
The Group's loss from operations was £1.9m (31 Dec 2022: £0.3m). When adjusted for the exceptional and non-cash items and depreciation and amortisation, as set out below, the Group recorded an EBITDA^ loss from underlying operations of £1.5m (31 Dec 2022: £0.1m loss).
Reconciliation to EBITDA^ from underlying operations before discontinued operations | 30 June 2024 | 31 Dec 2022 |
| £'000 | £'000 |
Loss from operations | (1,929) | (735) |
Depreciation, amortisation and impairment charges | 389 | 252 |
Reported EBITDA | (1,540) | (483) |
Share based expense | 67 | - |
Exceptional items | - | - |
EBITDA^ from operations | (1,473) | (483) |
^ This is an Alternative Performance Measure refer to Note 2 for further details
Finance Costs
Total finance costs for 30 June 2024 £0.2m (31 Dec 2022: £0.0m). There was an underlying cash charge of £0.2m (31 Dec 2022: £0.0m).
Earnings Results for the Period
The Group total loss before taxation including discontinued activities was £4.4m (31 Dec 2022: £0.4m). The Group loss after tax was £4.4m (31 Dec 2022: £0.0m loss) and the loss per share was 1.32p (31 Dec 2022: 0.00p). Having reviewed a number of longstanding issues we have decided for the purpose of the accounts write off or mark to market as appropriate. We still believe that in the fullness of time the assets will recover to close to their current true levels. However, we feel with no concrete way of demonstrating that, we have taken a sensible prudent approach at this time. Further information can be found in notes 18 & 28.
Statement of Financial Position
The Group's gross assets amounted to £7.4m on 30 June 2024 compared with £10.0m on 31 December 2022. The main movement was funding the losses.
The Group's current assets amounted to £3.8m on 30 June 2024 (31 Dec 2022: £5.6m) for the same reasons as the change in total Group assets.
The Group's trade and other receivables balance as at 30 June 2024 was £2.2m (31 Dec 2022: £4.8m). Average days sales outstanding at the period-end were 53 (31 Dec 2022: 30). The 2022 debtor days were improved by the large solution sale close to the period end. 2024 should be compared to the similar level of 57 days at the end of 2021.
Cash and cash equivalents were £1.0m at 30 June 2024 compared with £0.3m at 31 December 31 Dec 2022. Following the raising of a loan just before the year end.
Trade and other payables were £2.0m (31 Dec 2022: £2.5m) and average creditor days were 106 (31 Dec 2022: 51).
A deferred tax asset of £1.2m (31 Dec 2022: £1.3m) was held at the period end.
Total equity on 30 June 2024 stood at a surplus of £3.1m (31 Dec 2022: £7.4m).
Key Performance Indicators
The Key Performance Indicators by which we measure performance of our business are set out in the Chief Executive Officer's Report.
Equity Issues and Share Options
There were no equity issues in the period to 30 June 2024 (31 Dec 2022: Nil).
The Company has granted a total of 16,700,000 share options over ordinary shares of 0.1p each ("Ordinary Shares") in the Company with an exercise price of 1.95p pence per Ordinary Share (being the closing middle market price of an Ordinary Share on 12 January 2023). The new share options have been awarded under the Company's 2017 Share Option Scheme to the Directors plus certain UK based and overseas employees. As at 30 June 2024, 1,100,000 of these options had already lapsed leaving 15,600,000 outstanding.
Summary of Warrants
As at 30 June 2024 there were no warrants outstanding. The 170,455 warrants held by S P Angel lapsed on 31 January 2023 and the 3,499,222 warrants held by RiverFort lapsed on 21 January 2024.
Cash Flow Statement
During the period, the Group had an operating cash outflow of £0.9m (31 Dec 2022: outflow £0.7m) which arose from the loss and a favourable working capital movement of £0.6m (31 Dec 2022: £0.6m adverse) primarily due to write offs in discontinued operations offset by the loss.
During the period, the Group raised nothing from the issue of new equity (31 Dec 2022: Nil).
Reconciliation from adjusted EBITDA^ to normalised operating cash flow | 30 June 2024 | 31 Dec 2022 |
| £'000 | £'000 |
Adjusted EBITDA^ | (1,473) | (483) |
Loss on asset disposal | - | (4) |
Net changes in working capital | 2,846 | (569) |
Movement on tax | 41 | 354 |
Net cash generated / (used) in underlying operating activities | 1,414 | (702) |
Net cash generated / (used) in underlying operating activities is presented excluding exceptional items, share options expense, and depreciation and amortisation.
Principal risks and uncertainties
The principal risk and uncertainties facing the Group are outlined in the accounts.
Going Concern
The assessment of Going Concern is summarised in the Directors' Report.
Events after the Reporting Period
These are fully set out in note 29.
Mark L W Hughes
Chief Financial Officer
5 November 2024
^ This is an Alternative Performance Measure refer to Note 2 for further details
Westminster Group PLC
Consolidated Statement of Comprehensive Income for the eighteen months ended 30 June 2024
| | Eighteen months to 30 June 2024 | Restated Twelve months to 31 December 2022 |
Continuing operations | | £'000 | £'000 |
REVENUE | 3 | 9,051 | 8,579 |
Cost of sales | | (3,660) | (3,936) |
Gross profit | | 5,391 | 4,643 |
Operating expenses | | (7,320) | (5,378) |
(LOSS) / PROFIT FROM OPERATIONS | | (1,929) | (735) |
| | | |
Analysis of operating loss | |
|
|
Profit from operations | | (1,929) | (735) |
Add back amortisation | 10 | 72 | 56 |
Add back depreciation | 11 | 317 | 196 |
Add back share-based expense | | 67 | - |
Add back exceptional items | | - | - |
EBITDA^ Profit/(loss) from underlying operations | | (1,473) | (483) |
| | | |
Other income / (losses) | 18 | (1,013) | - |
Finance costs - net | 4 | (209) | (40) |
Loss before tax | | (3,151) | (775) |
Tax | 6 | 41 | 354 |
Loss for the period/year from continuing operations | | (3,110) | (421) |
Discontinued operations loss after tax for the year from discontinued operations | 28 | (1,263) | 410 |
LOSS FOR THE PERIOD | | (4,373) | (11) |
| | | |
LOSS AND TOTAL COMPREHENSIVE LOSS ATTRIBUTABLE TO: |
| | |
Members of the parent entity | | (4,249) | 121 |
Non-controlling interests | | (124) | (132) |
LOSS FOR THE PERIOD | | (4,373) | (11) |
| |
| |
OTHER COMPREHENSIVE INCOME | |
| |
Revaluation of freehold property | | 205 | - |
Deferred tax on revaluation | | (51) | - |
TOTAL COMPREHENSIVE INCOME | | 154 | - |
|
|
|
|
LOSS AND TOTAL COMPREHENSIVE LOSS FOR THE PERIOD | | (4,219) | (11) |
| |
|
|
LOSS AND TOTAL COMPREHENSIVE LOSS ATTRIBUTABLE TO: | |
|
|
Members of the parent entity | | (4,095) | 121 |
Non-controlling interests | | (124) | (132) |
LOSS AND TOTAL COMPREHENSIVE LOSS | | (4,219) | (11) |
| | | |
Basic and diluted loss per share from operations | 8 | (1.32p) | 0.00p |
The accompanying notes form part of these financial statements.
^ This is an Alternative Performance Measure refer to Note 2 for further details
Westminster Group PLC
Consolidated and Company Statements of Financial Position
As at 30 June 2024
| | Group | Group | Company | Company |
| | 30/06/2024 | 31/12/2022 | 30/06/2024 | 31/12/2022 |
| Note | £'000 | £'000 | £'000 | £'000 |
| | | | | |
Goodwill | 9 | 614 | 615 | - | - |
Other intangible assets | 10 | 26 | 106 | 17 | 84 |
Property, plant and equipment | 11 | 1,867 | 1,825 | 1,222 | 1,087 |
Investment in subsidiaries | 13 | - | - | - | - |
Deferred tax asset | 16 | 1,304 | 1,308 | - | - |
TOTAL NON-CURRENT ASSETS | | 3,811 | 3,854 | 1,239 | 1,171 |
Inventories | 17 | 655 | 485 | - | - |
Trade and other receivables | 18 | 2,160 | 4,808 | 9,694 | 10,683 |
Cash and cash equivalents | 19 | 977 | 289 | 780 | (59) |
TOTAL CURRENT ASSETS |
| 3,792 | 5,582 | 10,474 | 10,624 |
Non-current receivable | 18 | - | 593 | - | - |
TOTAL ASSETS | | 7,603 | 10,029 | 11,713 | 11,795 |
Called up share capital | 20 | 331 | 331 | 331 | 331 |
Share based payment reserve | | 851 | 964 | 851 | 964 |
Revaluation reserve | | 293 | 139 | 293 | 139 |
Equity reserve on convertible | | 22 | - | 22 | - |
Retained earnings: | | | | | |
At 1 January | | 6,503 | 6,340 | 9,362 | 9,307 |
(Loss)/profit for the year | | (4,249) | 121 | (1,712) | (23) |
Other changes in retained earnings | | 239 | 42 | 180 | 78 |
At 31 December |
| 2,493 | 6,503 | 7,830 | 9,362 |
(DEFICIT)/EQUITY ATTRIBUTABLE TO: | | | |
| |
OWNERS OF THE COMPANY |
| 3,990 | 7,937 | 9,327 | 10,796 |
NON-CONTROLLING INTEREST | | (646) | (522) | - | - |
TOTAL EQUITY | | 3,344 | 7,415 | 9,327 | 10,796 |
Borrowings | 22 | 1,098 | 27 | 978 | - |
Deferred tax liability | | - | - | 51 | - |
TOTAL NON-CURRENT LIABILITIES | | 1,098 | 27 | 1,029 | - |
Borrowings | 22 | 994 | 195 | - | - |
Contractual liabilities | 23 | 120 | 80 | - | - |
Trade and other payables | 23 | 2,047 | 2,312 | 1,357 | 999 |
TOTAL CURRENT LIABILITIES | | 3,161 | 2,587 | 1,357 | 999 |
TOTAL LIABILITIES | | 4,259 | 2,614 | 2,386 | 999 |
TOTAL SHAREHOLDERS' EQUITY AND LIABILITIES | | 7,603 | 10,029 | 11,713 | 11,795 |
The accompanying notes form part of these financial statements. The Company has taken advantage of the exemption under Section 408 of the Companies Act 2006 from presenting its own profit and loss account. The Company made a loss of £1,712,000 in 30 June 2024, (31 Dec 2022: £24,000 loss). The Group and Company financial statements were approved by the Board and authorised for issue on 5 November 2024 and signed on its behalf by:
Peter Fowler Mark L W Hughes
Director Director
Westminster Group PLC
Consolidated Statement of Changes in Equity
For the eighteen months ended 30 June 2024
| | Called up share capital | Share premium account | Merger relief reserve | Share based payment reserve | Revaluation reserve | Equity reserve on convertible loan note | Retained earnings | Total | Non-controlling interest | Total |
|
| | | | | | | | | | |
| | | | | | | | | | | |
| | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 |
|
| | | | | | | | | | |
| AS AT 1 JANUARY 2023 as previously stated | 331 | - | - | 964 | 139 | - | 6,503 | 7,937 | (522) | 7,415 |
| Convertible loan note issued | - | - | - | - | - | 22 | - | 22 | - | 22 |
| Share based payment charge | - | - | - | 67 | - | - | - | 67 | - | 67 |
| Lapse of share options | - | - | - | (66) | - | - | 66 | - | - | - |
| Lapse of warrants | - | - | - | (114) | - | - | 114 | - | - | - |
| Other movements in equity (mainly FX) | - | - | - | - | - | - | 59 | 59 | - | 59 |
| TRANSACTIONS WITH OWNERS | - | - | - | (113) | - | 22 | 239 | 148 | - | 148 |
|
| | | | | | | | | | |
| Total comprehensive expense | - | - | - | - | - | - | (4,249) | (4,249) | (124) | (4,373) |
| | | | | | | | | | | |
| Revaluation of group property | - | - | - | - | 205 | - | - | 205 | - | 205 |
| Deferred tax impact on reserves | - | - | - | - | (51) | - | - | (51) | - | (51) |
| Total other comprehensive income | - | - | - | - | 154 | - | - | 154 | - | 154 |
| Total comprehensive income / (loss) | - | - | - | - | 154 | - | (4,249) | (4,095) | (124) | (4,219) |
| AS AT 30 JUNE 2024 | 331 | - | - | 851 | 293 | 22 | 2,493 | 3,990 | (646) | 3,344 |
Westminster Group PLC
Consolidated Statement of Changes in Equity
For the twelve months ended 31 December 2022
| Called up share capital | Share premium account | Merger relief reserve | Share based payment reserve | Revaluation reserve | Equity reserve on convertible loan note
| Retained earnings | Total | Non-controlling interest | Total |
| £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 |
AS AT 1 JANUARY 2022 | 331 | - | - | 1,043 | 139 | - | 6,340 | 7,853 | (390) | 7,463 |
Lapse of share options | - | - | - | (79) | - | - | 79 | - | - | - |
Other movements in equity | - | - | - | - | - | - | (37) | (37) | - | (37) |
TRANSACTIONS WITH OWNERS | - | - | - | (79) | - | - | 42 | (37) | - | (37) |
Total comprehensive expense for the year | - | - | - | - | - | - | 121 | 121 | (132) | (11) |
AS AT 31 DECEMBER 2022 | 331 | - | - | 964 | 139 | - | 6,503 | 7,937 | (522) | 7,415 |
Westminster Group PLC
Company Statement of Changes in Equity
For the eighteen months ended 30 June 2024
| Called up share capital | Share premium account | Merger relief reserve | Share based payment reserve | Revaluation reserve | Equity reserve on convertible loan note
| Retained earnings | Total |
| £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 |
AS AT 1 JANUARY 2023 | 331 | - | - | 964 | 139 | - | 9,362 | 10,796 |
Convertible loan note issued | - | - | - | - | - | 22 | - | 22 |
Share based payment charge | - | - | - | 67 | - | - | - | 67 |
Lapse of Share Options | - | - | - | (66) | - | - | 66 | - |
Lapse of Warrants | - | - | - | (114) | - | - | 114 | - |
TRANSACTIONS WITH OWNERS | - | - | - | (113) | - | 22 | 180 | 294 |
| | | | | | | | |
Total comprehensive expense | - | - | - | - | - | - | (1,712) | (1,712) |
| | | | | | | | |
Revaluation of group property | - | - | - | - | 205 | - | - | 205 |
Deferred tax impact on reserves | - | - | - | - | (51) | - | - | (51) |
Total other comprehensive income | - | - | - | - | 154 | - | - | 154 |
Total comprehensive income/ (loss) | - | - | - | - | 154 | - | (1,712) | (1,558) |
AS AT 30 JUNE 2024 | 331 | - | - | 851 | 293 | 22 | 7,830 | 9,327 |
| | | | | | | | |
AS AT 1 JANUARY 2022 | 331 | - | - | 1,043 | 139 | - | 9,307 | 10,820 |
Lapse of Share Options | - | - | - | (79) | - | - | 79 | - |
TRANSACTIONS WITH OWNERS | - | - | - | (79) | - | - | 79 | - |
Total comprehensive expense for the year | - | - | - | - | - | - | (24) | (24) |
AS AT 31 DECEMBER 2022 | 331 | - | - | 964 | 139 | - | 9,362 | 10,796 |
Consolidated Cash Flow Statement
For the eighteen months ended 30 June 2024
| | Eighteen months to 30 June 2024 | Twelve months to 31 December 2022 |
| | Total | Total |
| Note | £'000 | £'000 |
PROFIT / (LOSS) AFTER TAX |
| (4,373) | (11) |
Taxation | | (41) | (354) |
PROFIT / (LOSS) BEFORE TAX |
| (4,414) | (365) |
Non-cash adjustments | 24 | 2,975 | 252 |
Net changes in working capital | 24 | 574 | (569) |
NET CASH USED IN OPERATING ACTIVITIES |
| (865) | (682) |
INVESTING ACTIVITIES: |
| | |
Purchase of property, plant and equipment | 11 | (27) | (111) |
Purchase of intangible assets | 10 | - | (12) |
CASH INFLOW FROM INVESTING ACTIVITIES |
| (27) | (123) |
CASHFLOWS FROM FINANCING ACTIVITIES: |
| | |
Convertible loan note issued | | 1,000 | - |
Loan drawdown | | 1,225 | 200 |
Finance cost | | (195) | (40) |
Other loan repayments | | (450) | (10) |
CASH INFLOW FROM FINANCING ACTIVITIES |
| 1,580 | 150 |
| | | |
Net change in cash and cash equivalents |
| 688 | (655) |
CASH AND EQUIVALENTS AT BEGINNING OF PERIOD |
| 289 | 944 |
| | | |
CASH AND EQUIVALENTS AT END OF PERIOD | 19 | 977 | 289 |
Company Cash Flow Statement
For the eighteen months ended 30 June 2024
| | Company | Company |
| | Eighteen months to 30 June 2024 | Twelve months to 31 December 2024 |
| Note | £'000 | £'000 |
(LOSS)/PROFIT AFTER TAX |
| (1,712) | (23) |
Other Non-cash adjustments | 24 | 222 | 121 |
Net changes in working capital | 24 | 1,348 | (493) |
NET CASH (USED IN) /FROM OPERATING ACTIVITIES |
| (142) | (395) |
INVESTING ACTIVITIES: |
|
| |
Purchase of property, plant and equipment | 11 | (18) | (26) |
Purchase of intangible assets | 10 | - | (13) |
CASH OUTFLOW FROM INVESTING ACTIVITIES |
| (18) | (39) |
CASHFLOWS FROM FINANCING ACTIVITIES: |
|
| |
Convertible loan note issued | 15 | 1,000 | - |
Change in lease debt | | - | (5) |
Interest paid | | (1) | - |
CASH INFLOW / (USED) FROM FINANCING ACTIVITIES |
| 999 | (5) |
Net change in cash and cash equivalents | | 839 | (439) |
CASH AND EQUIVALENTS AT BEGINNING OF PERIOD |
| (59) | 380 |
CASH AND EQUIVALENTS AT END OF PERIOD |
| 780 | (59) |
The accompanying notes form part of these financial statements.
Notes to the Financial Statements
1. General information and nature of operations
Westminster Group PLC ("the Company") was incorporated on 7 April 2000 and is domiciled and incorporated in the United Kingdom and quoted on AIM. The Group's financial statements for the eighteen months ended 30 June 2024 consolidate the individual financial statements of the Company and its subsidiaries. The Group design, supply and provide on-going advanced technology solutions and services to governmental and non-governmental organisations on a global basis.
2. Summary of significant accounting policies
Basis of preparation
The Group financial statements have been prepared and approved by the Directors in accordance with UK-adopted IAS. The Parent Company has elected to prepare its financial statements in accordance with UK-adopted IAS. The Company has taken advantage of the exemption under Section 408 of the Companies Act 2006 from presenting its own profit and loss account.
The financial information is presented in the Company's functional currency, which is British pounds sterling ('GBP') since that is the currency in which the majority of the Group's transactions are denominated.
Basis of measurement
The financial statements have been prepared under the historical cost convention with the exception of certain items which are measured at fair value as disclosed in the accounting policies below.
Consolidation
(i) Basis of consolidation
The consolidated financial statements comprise the financial statements of the Company and its subsidiaries for the eighteen months ended 30 June 2024.
(ii) Subsidiaries
Where the company has control over an investee, it is classified as a subsidiary. The company controls an investee if all three of the following elements are present: power over the investee, exposure to variable returns from the investee, and the ability of the investor to use its power to affect those variable returns. Control is reassessed whenever facts and circumstances indicate that there may be a change in any of these elements of control.
De-facto control exists in situations where the company has the practical ability to direct the relevant activities of the investee without holding the majority of the voting rights. In determining whether de-facto control exists the company considers all relevant facts and circumstances, including:
· The size of the company's voting rights relative to both the size and dispersion of other parties
· who hold voting rights
· Substantive potential voting rights held by the company and by other parties
· Other contractual arrangements
· Historic patterns in voting attendance.
The consolidated financial statements present the results of the company and its subsidiaries ("the Group") as if they formed a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the acquisition method. In the statement of financial position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the consolidated statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date on which control ceases.
(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 financial statements.
(iv) Company financial 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.
Going concern
The Group made a loss during the period of £4.4m (31 Dec 2022: Nil) of which continuing operations were a loss of £3.1m (31 Dec 2022: £0.5m loss), The cash outflow from operating activities during the eighteen months was £0.9m (31 Dec 2022: £0.7m).
The financial statements are prepared on a going concern basis. In assessing whether the going concern assumption is appropriate, management have taken into account all relevant available information about the current and future position of the Group, including new long-term contracts. As part of its assessment, management have taken into account the profit and cash forecasts, the continued support of the shareholders and the Directors' and management's ability to affect costs and revenues. Management regularly forecast results, the financial position and cash flows for the Group.
The Directors have reviewed the Group's resources at the date of approving the financial statements, and their projections for future trading, which due to winning incremental new business give a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future, which for the avoidance of doubt is at least 12 months from the date of signing the financial statements. Thus, they continue to adopt the going concern basis of accounting in preparing the financial statements.
Business combinations
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 identifiable assets acquired and liabilities assumed in a business combination regardless of whether they have been previously recognised in the acquiree's financial statements prior to the acquisition. Assets acquired and liabilities assumed are generally measured at their acquisition date fair values.
Foreign currency
Items included in the financial statements of the Company are measured using the currency of the primary economic environment in which the entity operates - 'the functional currency'. The functional and presentation currency in these financial statements is the Great British Pounds (GBP).
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 period-end exchange rates are recognised in profit 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 profit before interest and taxation (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 identified 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 decision maker to make decisions about resources to be allocated to the segment and assess its performance, and
· For which discrete financial information is available.
Revenue
Revenue recognition
Revenue represents income derived from contracts for the provision of goods and services, over time or at a point in time, by the Group to customers in exchange for consideration in the ordinary course of the Group's activities.
Performance Obligations
Upon approval by the parties to a contract, the contract is assessed to identify each promise to transfer either a distinct good or service or a series of distinct goods or services that are substantially the same and have the same pattern of transfer to the customer. Goods and services are distinct and accounted for as separate performance obligations in the contract if the customer can benefit from them either on their own or together with other resources that are readily available to the customer, and they are separately identifiable in the contract.
Transaction price
At the start of the contract, the total transaction price is estimated as the amount of consideration to which the Group expects to be entitled in exchange for transferring the promised goods and services to the customer, excluding sales taxes. Variable consideration, such as price escalation, is included based on the expected value or most likely amount only to the extent that it is highly probable that there will not be a reversal in the amount of the cumulative revenue recognised. The transaction price does not include estimates of consideration resulting from contract modifications, such as change orders, until they have been approved by parties to the contract. The total transaction price is allocated to the performance obligations identified in the contract in proportion to their relative stand-alone selling prices. Given the nature of many of the Group's products and services, which are designed and/or manufactured under contract to customers' individual specifications, there are typically no observable stand-alone selling prices. Instead, stand-alone selling prices are typically estimated based on expected costs plus contract margin consistent with the Group's pricing principles.
Whilst payment terms vary from contract to contract, an element of the transaction price may be received in advance of delivery. The Group may therefore have contract liabilities depending on the contracts in existence at a period end. The Group's contracts are not considered to include significant financing components on the basis that there is no difference between the consideration and the cash selling price.
Revenue recognition
Revenue is recognised as performance obligations are satisfied as control of the goods and services is transferred to the customer.
For each performance obligation within a contract the Group determines whether it is satisfied over time or at a point in time. Performance obligations are satisfied over time if one of the following criteria is satisfied:
· The customer simultaneously receives and consumes the benefits provided by the Group's performance as it performs;
· The Group's performance creates or enhances an asset that the customer controls as the asset is created or enhanced; or
· The Group's performance does not create an asset with an alternative use to the Group and it has an enforceable right to payment for performance completed to date.
The Group has determined that most of its contacts satisfy the overtime criteria, either because the customer simultaneously receives and consumes the benefits provided by the Group's performance as it performs, or the Group's performance does not create an asset with an alternative use to the Group and it has an enforceable right to payment for performance completed to date. For each performance obligation recognised over time, the Group recognises revenue using an input method, based on costs incurred in the period. Revenue and attributable margin are calculated by reference to reliable estimates of transaction price and total expected costs, after making suitable allowances or technical and other risks. Revenue and associated margin are therefore recognised progressively as costs are incurred, and as risks have been mitigated or retired. The Group has determined that this method appropriately depicts the Group's performance in transferring control of the goods and services to the customer.
If the overtime criteria for revenue recognition is not met, revenue is recognised at the point in time that control is transferred to the customer which is usually when legal title passes to the customer and the business has the right to payment.
When it is expected that total contract costs will exceed total contract revenue, the expected loss is recognised immediately as an expense.
Operating expenses
Operating expenses are recognised in profit or loss upon utilisation of the service or at the date of their origin. Expenditure for warranties is recognised and charged against the associated provision when the related revenue is recognised. Certain items have been disclosed as operating exceptional due to their size and nature and their separate disclosure should enable better understanding of the financial dynamics.
Interest income and expenses
Interest income and expenses are reported on an accruals basis using the effective interest method.
Goodwill
Goodwill is stated after separate recognition of identifiable intangible assets. It is calculated as the excess of the sum of a) fair value of consideration transferred, b) the recognised amount of any non-controlling interest in the acquiree and c) acquisition date fair value of any existing equity interest in the acquiree, over the acquisition date fair value of identifiable net assets. If the
fair value of identifiable net assets exceeds the sum calculated above, the excess amount (i.e., gain on a bargain purchase) is recognised in profit or loss immediately. Goodwill is carried at cost less accumulated impairment losses.
Property, plant and equipment
Plant and equipment, office equipment, fixtures and fittings 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, typically at the following rates. Where certain assets are specific for a long-term contract and the customer has an obligation to purchase the asset at the end of the contract they are depreciated in accordance with the expected disposal / residual value.
| Rate |
Freehold buildings | 2% |
Plant and equipment | 7% to 25% |
Office equipment, fixtures & fittings | 20% to 33% |
Motor vehicles | 20% |
Freehold land is not depreciated. Freehold property is held at valuation.
Leases
All leases that fall under IFRS 16 will be recorded on the balance sheet as liabilities, at the present value of the future lease payments, along with an asset reflecting the right to use the asset over the lease term. Rentals payable under operating leases exempt from IFRS 16 are charged to income on a straight-line basis over the term of the relevant lease. At inception of a contract, the Group assesses whether a contract is, or contains, a lease based on whether the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.
The Group recognises a right-of-use asset and a corresponding lease liability at the lease commencement date. The lease liability is initially measured at the present value of the following lease payments:
- fixed payments;
- variable payments that are based on index or rate;
- the exercise price of any extension or purchase option if reasonably certain it can be exercised; and
- penalties for terminating the lease, if relevant.
The lease payments are discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Group's incremental borrowing rate for that type of asset.
The right-of-use assets are initially measured based on initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs. The right-of-use assets are depreciated over the period of the lease term using the straight-line method. The lease term includes periods covered by the option to extend, if the Group is reasonably certain to exercise that option. In addition, right-of-use assets may during the lease term be reduced by any impairment losses, if any, or adjusted for certain remeasurements of the lease liability.
Impairment on non-financial 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). The 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.
Financial instruments
Financial assets
The Group's financial assets include cash and cash equivalents and loans and other receivables. All financial assets are recognised when the Group becomes party to the contractual provisions of the instrument. All financial assets are initially recognised at fair value, plus transaction costs. They are subsequently measured at amortised cost using the effective interest method, less any impairment losses. Any changes in carrying value are recognised in the Statement of Comprehensive Income. Interest and other cash flows resulting from holding financial assets are recognised in the Statement of Cash Flows when received, regardless of how the related carrying amount of financial assets is measured.
The Group recognises a loss allowance for expected losses on financial assets that are measured at amortised cost including trade receivables and contract assets. The amount of expected credit losses is updated at each reporting date to reflect changes in credit risk since initial recognition.
Cash and cash equivalents comprise cash at bank and deposits and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities unless a legally enforceable right to offset exists.
The RiverFort sundry debtor is classified at fair value through profit or loss and is re-measured to fair value at the end of each reporting period. Gains and losses arising from re-measurement are taken to profit or loss, as are transaction costs incurred. Management review at each reporting date the significant observable inputs and valuation adjustments with respect to the fair value measurement of the RiverFort debtor. The value of the Group's shares is observable in an active market as quoted prices are available hence valuation is within level 1 of the fair value hierarchy under IFRS 13, Fair value measurement. The valuation technique has been changed to mark-to-market.
Financial liabilities
The Group's financial liabilities comprise trade and other payables and borrowings. All financial liabilities are recognised initially at their fair value and subsequently measured at amortised cost using the effective interest method. Financial liabilities are derecognised when they are extinguished, discharged, cancelled or expire.
Convertible loan notes with an option that leads to a potentially variable number of shares, have been accounted for as a host debt with an embedded derivative. The embedded derivative is accounted for at fair value through profit and loss at each reporting date. The host debt is recognised initially at fair value, and subsequently measured at amortised cost using the effective interest method.
Convertible loan notes which can be converted to share capital at the option of the holder, and where the number of shares to be issued does not vary with changes in fair value, are considered to be a compound instrument.
The liability component of a compound instrument is recognised initially at the fair value of a similar liability that does not have an equity conversion option. The equity component is recognised initially at the difference between the fair value of the compound instrument and fair value of the liability component. Any directly attributable transaction costs are allocated to the liability and equity components.
Financial liabilities and equity instruments issued by the Group are classified according to the substance of the contractual arrangements entered into and the definitions of a financial liability and an equity instrument. An equity instrument is any contract that evidences a residual interest in the assets of the Group after deducting all of its liabilities.
Investments and loans in subsidiaries
Subsidiary fixed asset investments are valued at cost less provision for impairment. The Group applies the IFRS 9 simplified approach to measuring expected credit losses which uses a lifetime expected loss allowance for all investment and loans in subsidiaries.
Inventories
Inventories are stated at the lower of cost and net realisable value. Costs of ordinarily interchangeable items are assigned using the first in, first out cost formula. Costs principally comprise of materials and bringing them to their present location. Net realisable value represents the estimated selling price less all estimated costs to completion and costs to be incurred in marketing, selling and distribution.
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax. Current and deferred tax are recognised as an expense or income in profit or loss, except in respect of items dealt with through equity, in which case the tax is also dealt with through equity.
The tax currently payable is based on taxable profit for the eighteen months. Taxable profit differs from net profit 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 material differences between the carrying amount of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit and is accounted for using the balance sheet liability method. Deferred tax liabilities are recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from the initial recognition of goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction which affects neither the tax profit not the accounting profit.
Cash and cash equivalents
Cash and cash equivalents include 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 unless a legally enforceable right to offset exists.
Equity, reserves and dividend payments
Share capital represents the nominal value of shares that have been issued.
The share-based payment reserve represents equity-settled share-based employee remuneration until such share options are exercised or lapse. It also includes the equity settled items such as warrants for services rendered accounted for in accordance with IFRS 2.
The revaluation reserve within equity comprises gains and losses due to the revaluation of property, plant and equipment.
The equity reserve on the convertible loan notes is the embedded derivative accounted for at fair value.
Retained earnings include all current and prior period retained profits 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.
Pensions
The Group operates a defined contribution pension scheme for employees in the UK and is operating under auto enrolment. Local labour in Africa benefit from a termination payment on leaving employment. The expected value of this is accrued on a monthly basis.
Share-based compensation (Employee Based Benefits)
The Group operates an equity-settled share-based compensation plan. The fair value of the employee services received in exchange for the grant of options is recognised as an expense over the vesting period, based on the Group's estimate of awards that will eventually vest, with a corresponding increase in equity as a share-based payment reserve. For plans that include market-based vesting conditions, the fair value at the date of grant reflects these conditions and are not subsequently revisited.
Fair value is determined using Black-Scholes option pricing models. Non-market based vesting conditions are included in assumptions about the number of options that are expected to vest. At each reporting 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 profit 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.
Share-based payments
The Group has two types of share-based payments other than employee compensation.
Warrants issued for services rendered which are accounted for in accordance with IFRS 2 recognising either the cost of the service if it can be reliably measured or the fair value of the warrant (using Black-Scholes option pricing models).
Warrants issued as part of Share Issues have been determined as equity instruments under IAS 32. Since the fair value of the shares issued at the same time is equal to the price paid, these warrants, by deduction, are considered to have been issued at nil value.
Provisions
Provisions are recognised when the Group has a present legal or constructive obligation as a result of a past event which it is probable will result in an outflow of economic benefits that can be reliably estimated.
SIGNIFICANT MANAGEMENT JUDGEMENTS IN APPLYING ACCOUNTING POLICIES
The following are significant management judgements in applying the accounting policies of the Group that have the most significant effect on the financial statements.
Items included in the financial statements of each of the Group's entities are measured using the currency of the primary economic environment in which the entity operates ('the functional currency'). The Board has judged that because most of the Group's costs and a substantial part of its sales are situated in the UK.
Goodwill
Goodwill (note 9) has been tested for impairment by considering its net present value for the expected income stream in perpetuity at a discount rate judged to be 5% based on the normal lending rate we are offered leases at, which management consider is a good surrogate for cost of capital. It was also established that 42% (31 Dec 2022: 20%) is the discount rate at which no impairment still would be needed. The income is assumed to be flat and stable for the purpose of this test. Goodwill which does not show a net present value higher than its carrying cost will be impaired.
Deferred tax asset
Deferred tax assets (note 16) are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. The Directors have prepared projections for the next five years based on the best available evidence and have concluded that this deferred tax asset will be utilised in the future.
Subsidiary intercompany balances
Intercompany balances are stated at full value if the subsidiary is continuing to trade, and a reasonable projection indicates that the subsidiary will be able to repay the balance at some time in the future. Dormant subsidiaries owing money to the group are therefore fully impaired. The Group will support subsidiaries to meet their obligations as and when they fall due.
Debtors and Accrued Income
The collectability of debtor balances, which include amounts due from various projects including Ghana, have been reviewed in depth by management and the collectability of each debt has been considered carefully. The outcome of these reviews, as well as a more general exercise, is that the carrying value of the debtors is stated at the amount owed less a realistic provision for those debtors considered to be uncollectable or needing impairment. The collectability of the debt in relation to Ghana revolves around agreement with the counterparty over the quantum and the payment terms due under the contract for services rendered and early termination. Management have taken a prudent approach to ensure the carrying value of the amount owed is collectable. The accrued income has been estimated based solely on the volume of containers passing through the screening systems. Management believes the final income figure could be in excess of the amount disclosed in the financial statements.
Sundry Debtors
The collectability of sundry debtor balances has been reviewed and considered by the executive team. The carrying value of the sundry debtor in particular RiverFort has been tested and it is considered to be fairly stated.
The judgements involved in determining the appropriate classification of the receivable being a financial asset held at fair value through profit or loss include the asset not being held for trading investment in an equity instrument that is designated at fair value through other comprehensive income at initial recognition. The contractual terms of the sundry debt does not give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. The RiverFort sundry debtor balance is therefore measured at fair value and any gains and losses recognised in the profit and loss as they arise.
Revalued freehold property
The freehold property is stated at fair value. A full revaluation exercise was carried out as at 30 June 2024. 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.
New standards, amendments and interpretations
The following new standards have been adopted as appropriate and where required the prior period's figures have been restated.
IAS 1 Presentation of Financial Statements
IAS 1 "Presentation of Financial Statements" sets out the overall requirements for financial statements, including how they should be structured, the minimum requirements for their content and overriding concepts such as going concern, the accrual basis of accounting and the current/non-current distinction. The standard requires a complete set of financial statements to comprise a statement of financial position, a statement of profit or loss and other comprehensive income, a statement of changes in equity and a statement of cash flows. The amendments are effective for annual periods beginning on or after January 1, 2023.
IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors
This standard is applied in selecting and applying accounting policies, accounting for changes in estimates and reflecting corrections of prior period errors. The standard requires compliance with any specific IFRS applying to a transaction, event or condition, and provides guidance on developing accounting policies for other items that result in relevant and reliable information. Changes in accounting policies and corrections of errors are generally retrospectively accounted for, whereas changes in accounting estimates are generally accounted for on a prospective basis. The amendments are effective for annual periods beginning on or after January 1, 2023.
IFRS 17 Insurance Contracts
IFRS 17 requires insurance liabilities to be measured at a current fulfilment value and provides a more uniform measurement and presentation approach for all insurance contracts. These requirements are designed to achieve the goal of a consistent, principle-based accounting for insurance contracts. IFRS 17 supersedes IFRS 4 Insurance Contracts as of 1 January 2023. This is not applicable to the Group.
Classification of Liabilities as Current or Non-Current (Amendments to IAS 1)
IFRS 3 "Business Combinations" outlines the accounting when an acquirer obtains control of a business (e.g. an acquisition or merger). Such business combinations are accounted for using the 'acquisition method', which generally requires assets acquired and liabilities assumed to be measured at their fair values at the acquisition date. The amendments aim to promote consistency in applying the requirements by helping companies determine whether, in the statement of financial position, debt and other liabilities with an uncertain settlement date should be classified as current (due or potentially due to be settled within one year) or non-current. This will apply for annual reporting periods beginning on or after 1 January 2023.
Deferred Tax Related to Assets and Liabilities Arising from a Single Transaction - Amendments to IAS 12
Targeted amendments to IAS 12 Income Taxes clarify how companies should account for deferred tax on certain transactions - e.g. leases and decommissioning provisions. The amendments narrow the scope of the initial recognition exemption (IRE) so that it does not apply to transactions that give rise to equal and offsetting temporary differences. As a result, companies will need to recognise a deferred tax asset and a deferred tax liability for temporary differences arising on initial recognition of a lease and a decommissioning provision. This will apply for annual reporting periods beginning on or after 1 January 2023.
International Tax Reform - Pillar Two Model Rules (Amendments to IAS 12)
Application of the exception and disclosure Effective 23 May 2023. This relates to Top up Tax and is not applicable to the Group.
Standards amendments and interpretations in issue not yet effective
Non-current Liabilities with Covenants - Amendments to IAS 1 and Classification of Liabilities as Current or Non-current - Amendments to IAS 1.
Under existing IAS 1 requirements, companies classify a liability as current when they do not have an unconditional right to defer settlement for at least 12 months after the reporting date. The International Accounting Standards Board (IASB) has removed the requirement for a right to be unconditional and instead now requires that a right to defer settlement must exist at the reporting date and have substance. This will apply for annual reporting periods beginning on or after 1 January 2024.
Lease Liability in a Sale and Leaseback - Amendments to IFRS 16.
This will impact how a seller-lessee accounts for variable lease payments that arise in a sale-and-leaseback transaction. The amendments introduce a new accounting model for variable payments and will require seller-lessees to reassess and potentially restate sale-and-leaseback transactions entered into since 2019. It is not applicable to the group at present. This will apply for annual reporting periods beginning on or after 1 January 2024.
Supplier Finance Arrangements - Amendments to IAS 7 and IFRS 7.
The amendments introduce two new disclosure objectives - one in IAS 7 and another in IFRS 7 - for a company to provide information about its supplier finance arrangements that would enable users (investors) to assess the effects of these arrangements on the company's liabilities and cash flows, and the company's exposure to liquidity risk. This will apply for annual reporting periods beginning on or after 1 January 2024.
IFRS S1 General Requirements for Disclosure of Sustainability-related Financial Information and IFRS S2 Climate-related Disclosures.
IFRS S1 is for sustainability-related financial disclosures and IFRS S2 is for climate-related disclosures. The two standards are designed to be applied together. The standards are voluntary unless adopted into national legislation. The UK is strongly considering adopting the standards into the UK Sustainability Disclosure Standards (UK SDS), currently being developed and due to be announced in July 2024. If adopted by the UK The standards are voluntary unless adopted into national legislation. The UK is strongly considering adopting the standards into the UK Sustainability Disclosure Standards (UK SDS), currently being developed and due to be announced in July 2024.
Lack of Exchangeability - Amendments to IAS 21:
Under IAS 21 The Effects of Changes in Foreign Exchange Rates, a company uses a spot exchange rate when translating a foreign currency transaction. However, in rare cases, it is possible that one currency cannot be exchanged into another. This lack of exchangeability might arise when a government imposes controls on capital imports and exports, for example, or when it provides an official exchange rate but limits the volume of foreign currency transactions that can be undertaken at that rate. Consequently, market participants are unable to buy and sell currency to meet their needs at the official exchange rate and turn instead to unofficial, parallel markets. This amendment clarifies when a currency is exchangeable into another currency; and how a company estimates a spot rate when a currency lacks exchangeability. This will apply for annual reporting periods beginning on or after 1 January 2025.
IFRS 18 Presentation and Disclosure in Financial Statements.
IFRS 18 promotes a more structured income statement. In particular, it introduces a newly defined 'operating profit' subtotal and a requirement for all income and expenses to be allocated between three new distinct categories based on a company's main business activities. IFRS 18 will replace IAS 1 Presentation of Financial Statements. This will apply for annual reporting periods beginning on or after 1 January 2027.
Alternative performance measures (APM)
In the reporting of financial information, the Directors have adopted the APM 'EBITDA profit from underlying continuing and discontinued operations (APMs were previously termed 'Non-GAAP measures'), which is not defined or specified under International Financial Reporting Standards (IFRS).
The Directors also look at recurring revenue as a key performance indicator. This is revenue arising from multi-year contracts.
These measures are not defined by UK-adopted IAS and therefore may not be directly comparable with other companies' APMs, including those in the Group's industry.
APMs should be considered in addition to, and are not intended to be a substitute for, or superior to, UK-adopted IAS measurements.
Purpose
The Directors believe that the adjusted EBITDA APM assists in providing additional useful information on the underlying trends, performance and position of the Group. This APM is also used to enhance the comparability of information between reporting periods and business units, by adjusting for non-recurring or uncontrollable factors which affect UK-adopted IAS measures, to aid the user in understanding the Group's performance.
Consequently, APMs are used by the Directors and management for performance analysis, planning, reporting and incentive setting purposes and this remains consistent with the prior year.
The key APM that the Group has focused on is as follows: EBITDA profit from underlying continuing and discontinued operations': This is the headline measure used by management to measure the Group's performance and is based on operating profit before the impact of financing costs, share based payment charges, depreciation, amortisation, impairment charges and exceptional items. Exceptional items relate to certain costs that derive from events or transactions that fall within the normal activities of the Group but which, individually or, if of a similar type, in aggregate, are excluded by virtue of their size and nature in order to reflect management's view of the performance of the Group.
3. Segment reporting
Operating segments
The Board considers the Group on a Business Unit basis. Reports by Business Unit are used by the chief decision-makers in the Group. The Business Units operating during the eighteen months are the two operating divisions; Services and Technology. This split of business segments is based on the products and services each offer.
| Managed Services | Technology | Group and Central | Group Total |
30/06/2024 | £'000 | £'000 | £'000 | £'000 |
Supply of products | - | 1,224 | - | 1,224 |
Supply and installation contracts | - | 16 | - | 16 |
Maintenance and services | 6,725 | 497 | - | 7,222 |
Training courses | 520 | 69 | - | 589 |
Revenue | 7,245 | 1,806 | - | 9,051 |
| | | |
|
Segmental underlying adjusted EBITDA^ * | 904 | (892) | (1,434) | (1,473) |
Share option expense | - | - | (67) | (67) |
Other Income Losses | - | - | (1,013) | (1,013) |
Discontinued operations | | | (1,263) | (1,263) |
Depreciation & amortisation | (208) | (32) | (149) | (389) |
Segment operating result | 696 | (924) | (3,926) | (4,205) |
Finance cost | - | - | (209) | (209) |
Profit/ (loss) before tax | 696 | (924) | (4,135) | (4,414) |
Income tax benefit / (charge) | (10) | - | - | (10) |
Profit/(loss) for the financial year | 686 | (924) | (4,135) | (4,424) |
|
| | | |
|
| | |
|
| | | | |
Segment assets | 3,755 | 1,101 | 2,747 | 7,603 |
Segment liabilities | 1,581 | 1,386 | 1,292 | 4,259 |
Capital expenditure | 133 | 1 | 18 | 152 |
*Adjusted for discontinued operations refer note 28.
^This is an Alternative Performance Measure refer to Note 2 for further details
| Managed Services | Technology | Group and Central | Group Total |
31 December 2022 | £'000 | £'000 | £'000 | £'000 |
Supply of products | - | 1,815 | - | 1,815 |
Supply and installation contracts | - | 1,080 | - | 1,080 |
Maintenance and services | 4,905 | 338 | - | 5,243 |
Training courses | 419 | 22 | - | 441 |
Revenue | 5,324 | 3,255 | - | 8,579 |
| | | | |
Segmental underlying EBITDA^ | 2,046 | 81 | (2,609) | (483) |
Depreciation & amortisation | (108) | (22) | (122) | (252) |
Segment operating result | 1,937 | 59 | (2,731) | (735) |
Finance cost | - | - | (40) | (40) |
Profit/ (loss) before tax | 1,937 | 59 | (2,771) | (775) |
Income tax benefit / (charge) | 40 | - | 314 | 354 |
Continuing Profit/(loss) for the financial period | 1,977 | 59 | (2,457) | (421) |
Discontinued operations | 353 | | 57 | 410 |
Profit/(loss) for the financial period | 2,330 | 59 | (2,400) | (11) |
| | | | |
Segment assets | 4,886 | 2,543 | 2,600 | 10,029 |
Segment liabilities | 878 | 1,388 | 348 | 2,614 |
Capital expenditure | 113 | 1 | 39 | 153 |
^ This is an Alternative Performance Measure refer to Note 2 for further details
Geographical areas
The Group's international business is conducted on a global scale, with agents present in all major continents. The following table provides an analysis of the Group's sales by geographical market, irrespective of the origin of the goods/services.
| 30 June 2024 | 31 Dec 2022 |
| £'000 | £'000 |
UK and Europe | 3,569 | 2,520 |
Africa | 5,202 | 5,755 |
Middle East | 232 | 68 |
Rest of World | 48 | 236 |
Total | 9,051 | 8,579 |
Some of the Group's assets are located outside the United Kingdom where they are being put to operational use on specific contracts.
Information about major customers
No single customer contributed more than 10% of the Group revenue in 30 June 2024.
4. Finance costs
| Group | Group |
| 30 June 2024 | 31 Dec 2022 |
| £'000 | £'000 |
Finance cost on lease liabilities | (14) | (6) |
Interest payable on bank and other borrowings | (195) | (34) |
Total finance costs | (209) | (40) |
5. Loss from operations
The following items have been included in arriving at the loss for the financial period
| Group | Group |
| 30 June 2024 | 31 Dec 2022 |
| £'000 | £'000 |
Staff costs (see Note 7) | 6,606 | 4,356 |
Depreciation of property, plant and equipment | 317 | 196 |
Amortisation of intangible assets | 72 | 56 |
Operating lease rentals payable | | |
Short term Leases | 196 | 158 |
Foreign exchange loss/(gain) | 265 | 344 |
Auditor's remuneration
Amounts payable in 30 June 2024 relate to PKF Littlejohn LLP in respect of audit and other services. The local Audit in Sierra Leone is performed by Moore Sierra Leone.
Audit services | Group | Group |
| 30 June 2024 | 31 Dec 2022 |
| £'000 | £'000 |
Statutory audit of parent and consolidated financial statements | 110 | 62 |
Review of Interim Results | - | 2 |
- Statutory audit of subsidiaries of the company pursuant to legislation | 20 | 20 |
Total payable to PKF Littlejohn UK | 130 | 84 |
Local audit in Sierra Leone - Moore Sierra Leone | 19 | 19 |
Total fees | 149 | 103 |
6. Taxation
Analysis of tax charge / (credit) in eighteen months
The Finance Act 2020 set the Corporation Tax main rate at 19% for the financial year beginning 1 April 2020. Deferred taxes at the balance sheet date have been measured using a 25% tax rate and reflected in these financial statements.
| £'000 | £'000 |
| 30 June 2024 | 31 Dec 2022 |
Current period | £'000 | £'000 |
UK Corporation tax on profits in the period | - | - |
Potential foreign corporation tax on profits in the period | 5 | - |
Deferred Tax (Note 16) |
| |
Foreign entity deferred tax | (46) | (40) |
Review of expected utilisation of Losses | - | (314) |
Tax on losses | (41) | (354) |
Deferred tax on property revaluation | 51 | - |
Tax on losses and other comprehensive income | 10 | (354) |
| | |
| Group | Group |
| 30 June 2024 | 31 Dec 2022 |
| £'000 | £'000 |
Reconciliation of effective tax rate |
| |
Loss on ordinary activities before tax | (4,414) | (365) |
| | |
Loss on ordinary activities multiplied by the standard rate of corporation tax in the UK of 24% (31 Dec 2022: 19%) | (1,059) | (69) |
Effects of: |
| |
Expenses not deductible for tax purposes | 424 | 94 |
Deferred tax movement (Note 16) | 55 | (355) |
Release of losses | - | (24) |
Unrecognised losses carried forward | 590 | - |
Total tax - credit | 10 | (354) |
For further details on Tax refer to Note 16.
7. Employee costs
Employee costs for the Group during the period
Group
| 30 June 2024 | 31 Dec 2022 |
| £'000 | £'000 |
Wages and salaries | 5,819 | 3,822 |
Pension contributions | 82 | 73 |
Social security costs | 638 | 461 |
| 6,539 | 4,356 |
Share based payments | 67 | - |
Net Cost | 6,606 | 4,356 |
The Group operates a stakeholder pension scheme. The Group made pension contributions totalling £82,000 during the eighteen months (31 Dec 2022: £73,000), and pension contributions totalling £23,000 were outstanding at the period-end (31 Dec 2022: £83,000).
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. The total Directors' remuneration during the eighteen months was £940,000 (31 Dec 2022 twelve months: £635,000) and the highest paid director received in the eighteen months remuneration totalling £315,000 (31 Dec 2022 twelve months: £206,000) before any share-based payments.
Average monthly number of people (including Executive Directors) employed
Group | 30 June 2024 | 31 Dec 2022 |
By function: | | |
Sales | 7 | 8 |
Operations | 201 | 212 |
Administration | 17 | 24 |
Management | 11 | 12 |
| 236 | 256 |
8. Loss per share
Earnings per share is calculated by dividing the earnings attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the eighteen months.
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 eighteen months have been included.
The weighted average number of ordinary shares is calculated as follows:
| 30 June 2024 | 31 Dec 2022 |
| '000 | '000 |
Issued ordinary shares |
| |
Start of period | 330,515 | 330,515 |
Effect of shares issued during the period | - | - |
Weighted average basic and diluted number of shares for period | 330,515 | 330,515 |
| 30/06/2024 | 30/06/2024 | 30/06/2024 | 31/12/2022 |
| Continuing Operations | Discontinued Operations | Total | Total |
Earnings |
| | | |
Loss and total comprehensive expense | (3,110) | (1,263) | (4,373) | (11) |
Loss per share (pence) | (0.94p) | (0.38p) | (1.32p) | 0.00p |
For the eighteen months ended 30 June 2024 and twelve months ended 31 Dec 2022 the issue of additional shares on exercise of outstanding share options, convertible loans and warrants would decrease the basic loss per share and there is therefore no dilutive effect. Loss per share was 1.32p (31 Dec 2022: 0.00p).
9. Goodwill
Group | | 30 June 2024 | 31 Dec 2022 |
| | £'000 | £'000 |
| | | |
Gross carrying amount at start of period | | 1,378 | 1,377 |
Exchange rate movement | | (1) | 1 |
Gross carrying amount at end of period | | 1,377 | 1,378 |
| | | |
Accumulated impairment at start of period | | (763) | (763) |
Impairment charge for the period | | - | - |
Accumulated impairment at end of period | | (763) | (763) |
| | | |
Carrying amount at start of period | | 615 | 614 |
| | | |
Carrying amount at end of period |
| 614 | 615 |
The goodwill balance relates to the acquisition of Longmoor Security Limited, Keyguard U.K Limited and Euro-Ops SARL. The movement is because of an exchange rate movement on Euro Ops where the goodwill is in Euros.
The Group tests goodwill annually for impairment, or more frequently if there are indications that goodwill may be impaired. The recoverable amounts of the cash-generating unit are determined from value in use calculations. The key assumptions are discount rate (5%) future revenues (assumed as flat) derived from the most recent 30 June 2024 financial budgets approved by management. The projection assumes that the companies are held in perpetuity. A discount rate of 42% (31 Dec 2022: 20%) would not result in any impairment based on management's latest forecast.
No reasonably possible change in any of the estimates and assumptions used in the impairment test would give rise to a material impairment.
10. Other intangible assets
| Group Website and Software | Company Website and Software |
| | |
As at 30 June 2024 |
| |
| £'000 | £'000 |
Cost |
| |
At 1 January 2023 | 412 | 377 |
Disposals | (8) | (8) |
At 30 June 2024 | 404 | 369 |
| | |
Accumulated amortisation and impairment |
| |
At 1 January 2023 | 306 | 293 |
Charge for the period | 72 | 59 |
At 30 June 2024 | 378 | 352 |
| | |
Net book value at 30 June 2024 | 26 | 17 |
| | |
As at 31 Dec 2022 | | |
| £'000 | £'000 |
Cost | | |
At 1 January 2022 | 400 | 364 |
Additions | 12 | 13 |
At 31 December 2022 | 412 | 377 |
| | |
Accumulated amortisation and impairment | | |
At 1 January 2022 | 250 | 244 |
Charge for the year | 56 | 49 |
At 31 December 2022 | 306 | 293 |
| | |
Net book value at 31 December 2022 | 106 | 84 |
11. Property, plant and equipment
Group | Freehold property | Plant and equipment | Office equipment, fixtures and fittings | Motor vehicles | Right of use assets | Total |
| | | | | | |
30 June 2024 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 |
Cost or valuation |
| | | | | |
At 1 January 2023 | 1,131 | 783 | 1,078 | 72 | 165 | 3,229 |
Additions | 7 | 2 | 3 | 15 | 125 | 152 |
Disposals | - | - | (1) | - | (40) | (41) |
Revaluation | 205 | - | - | - | - | 205 |
At 30 June 2024 | 1,343 | 785 | 1,080 | 87 | 250 | 3,545 |
| | | | | | |
Accumulated depreciation and impairment |
| | | | | |
At 1 January 2023 | 105 | 606 | 555 | 50 | 88 | 1,404 |
Charge for the period | 38 | 72 | 115 | 20 | 72 | 317 |
Disposals | - | - | (3) | - | (40) | (43) |
At 30 June 2024 | 143 | 678 | 667 | 70 | 120 | 1,678 |
| | | | | | |
Net book value at 30 June 2024 | 1,200 | 107 | 413 | 17 | 130 | 1,867 |
| | | | | | |
31 Dec 2022 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 |
Cost or valuation |
| | | | | |
At 1 January 2022 | 1,126 | 768 | 1,058 | 109 | 173 | 3,234 |
Additions | 5 | 15 | 20 | - | 101 | 141 |
Disposals | - | - | - | (37) | (109) | (146) |
At 31 December 2022 | 1,131 | 783 | 1,078 | 72 | 165 | 3,229 |
| | | | | | |
Accumulated depreciation and impairment |
| | | | | |
At 1 January 2022 | 81 | 557 | 496 | 77 | 128 | 1,339 |
Charge for the period | 24 | 49 | 59 | 11 | 53 | 196 |
Disposals | - | - | - | (38) | (93) | (131) |
At 31 December 2022 | 105 | 606 | 555 | 50 | 88 | 1,404 |
| | | | | | |
Net book value at 31 December 2022 | 1,026 | 177 | 523 | 22 | 77 | 1,825 |
Right of use assets (motor vehicles) above have been created in accordance with IFRS 16. Motor vehicles are leased for certain employees for lease terms ranging between 3-5 years with fixed payments. The Group does not purchase or guarantee the future value of lease vehicles.
The freehold property was valued professionally by White Commercial, Chartered Surveyors, as at 30 June 2024, which provided a valuation of £1,200,000 (previous valuation £1,020,000). The valuation was made on the basis of recent market transactions on arm's length terms and on an alternative use basis. The Revaluation Reserve is not available for distribution to shareholders.
Company | Freehold property | Plant and equipment | Office equipment, fixtures and fittings | Right of use assets | Total |
|
| | | | | |
|
30 June 2024 | £'000 | £'000 | £'000 | £'000 | £'000 |
|
Cost or valuation |
| | | | |
|
At 1 January 2023 | 1,130 | 23 | 259 | 24 | 1,436 |
|
Additions | 8 | - | - | 10 | 18 |
|
Revaluation | 205 | - | - | - | 205 | |
At 30 June 2024 | 1,343 | 23 | 259 | 34 | 1,659 |
|
| | | | | |
|
Accumulated depreciation and impairment |
| | | | |
|
At 1 January 2023 | 105 | 19 | 207 | 18 | 349 |
|
Charge for the period | 38 | 3 | 31 | 16 | 88 |
|
At 30 June 2024 | 143 | 22 | 238 | 34 | 437 |
|
| | | | | |
|
Net book value at 30 June 2024 | 1,200 | 1 | 21 | - | 1,222 |
|
| | | | | |
|
31 Dec 2022 | £'000 | £'000 | £'000 | £'000 | £'000 |
|
Cost or valuation | | | | | |
|
At 1 January 2022 | 1,126 | 23 | 237 | 100 | 1,486 |
|
Additions | 4 | - | 22 | - | 26 |
|
Disposals | - | - | - | (76) | (76) |
|
At 31 December 2022 | 1,130 | 23 | 259 | 24 | 1,436 |
|
| | | | | |
|
Accumulated depreciation and impairment | | | | | |
|
At 1 January 2022 | 81 | 18 | 184 | 70 | 353 |
|
Charge for the period | 24 | 1 | 23 | 24 | 72 |
|
Disposals | - | - | - | (76) | (76) |
|
At 31 December 2022 | 105 | 19 | 207 | 18 | 349 |
|
| | | | | |
|
Net book value at 31 December 2022 | 1,025 | 4 | 52 | 6 | 1,087 |
|
The freehold property was valued professionally by White Commercial, Chartered Surveyors, as at 30 June 2024, which provided a valuation of £1,200,000 (previous valuation £1,020,000). The valuation was made on the basis of recent market transactions on arm's length terms and on an alternative use basis. The Revaluation Reserve is not available for distribution to shareholders.
No depreciation has been charged on the freehold land only building additions have been depreciated. The difference between the net book value of the total freehold property if depreciation, at 2%, had been charged as shown in the financial statements is not materially different to the value the asset is recorded at the balance sheet date.
The freehold property is stated at valuation, the comparable historic cost and depreciation values are as follows: This depreciation is charged on historical cost only.
| 30 June 2024 | 31 Dec 2022 |
| £'000 | £'000 |
Historical cost | 815 | 808 |
| | |
Accumulated depreciation |
| |
At start of period | 340 | 324 |
Charge for the period | 16 | 16 |
At period end | 356 | 340 |
| | |
Net book value as at end of period | 459 | 468 |
12. Lease commitments
The Group accounts for operating leases under IFRS 16. There are some leases of small value or less than one-year duration which have been charged to expenses as incurred, but the aggregate commitment of these leases is immaterial.
Right to use assets
| | 30 June 2024 | 31 Dec 2022 |
At start of period | | 89 | 106 |
Additions | | 126 | 30 |
Expensed in the period | | (62) | (47) |
As at end of period | | 153 | 89 |
| | | |
Of which | | | |
Current Lease | | 33 | 62 |
Non-Current | | 120 | 27 |
| | 153 | 89 |
13. Investment in subsidiaries
All loans relate to cash movements between Group companies and are repayable on demand. Loans and other intercompany accounts are included in the Company's respective current payables or receivables. This is because they are more in the nature of current assets and current liabilities than longer term investments.
Company | 30 June 2024 | 31 Dec 2022 |
| Investments | Investments |
Cost | £'000 | £'000 |
At 1 January | 389 | 389 |
Movement in Period | - | - |
At 31 December | 389 | 389 |
Accumulated impairment |
| |
At 1 January | (389) | (389) |
Movement in Period | - | - |
At 31 December | (389) | (389) |
Investment in subsidiaries | - | - |
A sum of £9,587,000 (31 Dec 2022: £9,244,000) has been recognised in receivables as intercompany; as well as £1,085,000 (31 Dec 2022: £630,000) which has been recognised in payables as intercompany.
14. Subsidiary undertakings
The subsidiary undertakings at 30 June 2024 were as follows:
Name | Country of incorporation | Principal activity | % of nominal ordinary share capital and voting rights held | |
Westminster International Limited | England | Advanced security technology, (Technology Division) | 100 | |
Westminster Services Limited (formerly Longmoor Security Limited) | England | Close protection training and provision of security services (Managed Services) | 100 | |
Westminster Aviation Security Services Limited | England | Managed services of airport security under long term contracts. (Managed Services) | 100 | |
Sovereign Ferries Limited | England | Dormant
| 100 |
|
Westminster Operating Limited | England | Special purpose vehicle which exists solely for listing the 2013 CLN on the CISX. Year end 31 October. Only transactions are intra group
| 100 | |
Keyguard U.K Limited | England | Security and risk management including manned guarding, mobile patrols, risk management and K9 services. | 100 |
|
Longmoor (SL) Limited | Sierra Leone | Security and terminal guarding | 100 |
|
| | | |
|
Facilities Operations Management Limited
| Sierra Leone | Infrastructure management | 100 |
|
Westminster Sierra Leone Limited * | Sierra Leone | Local infrastructure for airport operations | 49 |
|
Westminster Group GmbH | Germany | Dormant | 100 |
|
GLIS Gesellschaft für Luftfahrt- und Infrastruktur-Sicherheit GmbH | Germany | Managed Services | 85 |
|
Westminster Sicherheit GmbH | Germany | Dormant | 85 |
|
Euro Ops SARL | France | Managed Services infrastructure | 100 |
|
Westminster Maritime Services Limited # | England | Dormant | 100 |
|
CTAC Limited | England | Dormant | 100 | |
Longmoor Security Services Limited (formerly Westminster Aviation Security Services (ME) Limited) | England | Dormant | 100 | |
Westminster Aviation Security Services RDC SARLU | DRC | Managed services of airport security under long term contracts. (Managed Services) | 100 | |
Westminster Liberia LLC | Liberia | Managed services of port security under long term contracts. (Managed Services) | 100 |
Subsidiary company registered addresses:
England Westminster House, Blacklocks Hill, Banbury, Oxfordshire, OX17 2BS, United Kingdom.
Sierra Leone 49 Waterloo Street, Freetown, Sierra Leone.
Germany Chiemseestrasse 25, 83233 Bernau am Chiemsee, Germany.
France 17 Route de Sundhoffen, 68280 Andolsheim. France.
DRC Cabinet Lohayo Ngola Patrick, Immeuble Mirlandsis. au No34 du Boulevard Sendwe, Kinshasa DRC.
Liberia Gbaintor Law Firm, Wroto Town. Sinkor, Airfield, Monrovia, Liberia.
* Consolidated due to de facto control. These results do not have a material effect on the financial statements.
# Westminster Maritime Services Limited was formerly known as Westminster Facilities Management Limited & Westminster Managed Services Limited.
15. Financial instruments
Categories of financial assets and liabilities.
The fair value of carrying amounts presented in the Consolidated and Company statement of financial position relate to the following categories of assets and liabilities:
| Group | Group | Company | Company |
| 30 June 2024 | 31 Dec 2022 | 30 June 2024 | 31 Dec 2022 |
| £'000 | £'000 | £'000 | £'000 |
Financial assets |
| | | |
Trade and other receivables (note 18) | 2,121 | 5,354 | 9,694 | 10,672 |
Cash and cash equivalents (note 19) | 977 | 289 | 780 | (59) |
| 3,098 | 5,643 | 10,474 | 10,613 |
Financial liabilities |
| | | |
Borrowings (note 22) | 2,092 | 222 | 978 | - |
Trade and other payables (note 23) | 4,139 | 2,312 | 2,335 | 999 |
| 6,231 | 2,534 | 3,313 | 999 |
See note 2 for a description of the accounting policies for each category of financial instruments. The fair values are presented in this note and are the same as the carrying value. A description of the Group's risk management and objectives for financial instruments is given in note 26.
Convertible Loan Notes
The Group had the following convertible loan notes outstanding during the year the key details of which are set out below:
| Secured Convertible Loan Notes ("CLN") |
Amount | £1m |
Conversion Price | 3p per share |
Security | Secured fixed and floating |
Redemption Date | 26 June 2027 |
Coupon | 10% |
Conversion Detail | The holder can convert at any time after 26 June 2025. |
| Group | Group | Company | Company |
| 30/06/2024 | 31/12/2022 | 30/06/2024 | 31/12/2022 |
At Start of Period | - | - | - | - |
Fair value of new loans issued | 978 | - | 978 | - |
Amortised finance cost | - | - | - | - |
Interest paid | - | - | - | - |
At End of Period | 978 | - | 978 | - |
Analysis of movement in debt at principal value (excluding IFRS impacts), memorandum only
| Group | Group | Company | Company |
| 30/06/2024 | 31/12/2022 | 30/06/2024 | 31/12/2022 |
At Start of Period | - | - | - | - |
New issue | 1,000 | - | 1,000 | - |
At End of Period | 1,000 | - | 1,000 | - |
The convertible loan notes have been separated into two components, the Host Debt Instrument and the Embedded Derivative on initial recognition. The value of the Host Debt Instrument will increase to the principal sum amount by the date of maturity.
The effective interest cost of the Notes is the sum of that increasing value in the period and the interest paid to Noteholders.
Secured convertible loan notes (CLN) are compound financial instruments that can be converted to share capital at the option of the holder, and the number of shares to be issued does not vary with changes in fair value.
16. Deferred tax assets and liabilities
Deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. The Group's projections show the expectation of future profits, hence in 2018 a deferred tax asset was recognised. Reviews performed since then, including as at 30 June 2024, confirmed those expectations.
The tax losses against which this deferred tax asset is being recognised are in the group's holding company and its principal UK based subsidiaries. Evidence, both positive and negative, primarily the Group's projections of future profits have been considered. The critical judgement has been the timing of new contracts. The deferred tax asset is expected to be used in the period up to the end of 2026.
The Group believes it has a total potential deferred tax asset of £4,254,000 (31 Dec 2022: £4,047,000). It has recognised a deferred tax asset of £1,304,000 (31 Dec 2022: £1,308,000) due to budgeted future profits of the business beyond 30 June 2024 and the expected tax rate. There remains £3,073,000 (31 Dec 2022: £2,739,000) of unrecognised deferred tax asset.
Deferred tax assets and liabilities have been calculated using the expected future tax rate of 25% (31 Dec 2022: 25%). Any changes in the future would affect these amounts proportionately.
| 30 June 2024 | 31 Dec 2022 |
| £'000 | £'000 |
Opening balance as at start of period | 1,308 | 953 |
Deferred tax movement | (4) | 355 |
Deferred tax asset as at end of period | 1,304 | 1,308 |
17. Inventories
| Group | Group | Company | Company |
| 30 June 2024 | 31 Dec 2022 | 30 June 2024 | 31 Dec 2022 |
| £'000 | £'000 | £'000 | £'000 |
Finished goods | 655 | 485 | - | - |
| 655 | 485 | - | - |
The cost of inventories recognised as an expense within cost of sales amounted to £992,000 (31 Dec 2022: £2,153,000). No reversal of previous write-downs was recognised as a reduction of expense in 30 June 2024 or 31 December 2022.
18. Trade and other receivables
| Group | Group | Company | Company |
| 30 June 2024 | 31 Dec 2022 | 30 June 2024 | 31 Dec 2022 |
| £'000 | £'000 | £'000 | £'000 |
Trade receivables, gross | 770 | 1,827 | - | - |
Allowance for credit losses | (19) | (26) | - | - |
Trade receivables | 751 | 1,801 | - | - |
Amounts recoverable on contracts | 69 | 750 | - | - |
Intercompany receivables | - | - | 9,587 | 9,244 |
Other receivables | 1,301 | 2,211 | 107 | 1,428 |
Financial assets | 2,121 | 4,762 | 9,694 | 10,672 |
Other taxes and social security | 9 | 15 | - | - |
Prepayments | 30 | 31 | - | 11 |
Non-financial assets | 39 | 46 | - | 11 |
Trade and other receivables | 2,160 | 4,808 | 9,694 | 10,683 |
| | |
| |
Non-Current Receivable | - | 593 | - | - |
The average credit period taken on sale of goods in 30 June 2024 was 53 days (31 Dec 2022: 30 days). An allowance has been made for estimated credit losses of £19,000 (31 Dec 2022: £26,000). This allowance has been based on the knowledge of receivables at the reporting date together with forecasts of future economic impacts and their collectability. There are no expected credit losses on amounts recoverable on contracts.
Expected credit losses on intercompany receivables assume that repayment of the loan is demanded at the reporting date. If the subsidiary has sufficient accessible highly liquid assets to repay the loan if demanded at the reporting date, the expected credit loss is likely to be immaterial. If the subsidiary could not repay the loan if demanded at the reporting date, the Group consider the expected manner of recovery to measure expected credit losses. This is a 'repay over time' strategy (that allows the subsidiary time to pay), non-trading subsidiaries will not be able to repay loans over time and are therefore deemed to be impaired.
Other receivables include a sum of £105,000 (31 Dec 2022: £1,118,000) due from the RiverFort Equity Placing and Sharing Agreement. It is expected that it will be recovered from the sale of shares currently still held by RiverFort. The reduction from 2022 of £1,013,000 included in other income / losses follows from the shares being marked to market. No share sales have been made in 18 months to 30 June 2024. Other receivables also includes £1,053,000 (31 Dec 2022: £845,000) of pre-contract expenditure on managed services contracts.
The following table provides an analysis of trade receivables at the period end. The Group believes that the balances are ultimately recoverable based upon a review of past payment history and the current financial status of the customers.
| 30 June 2024 | 31 Dec 2022 |
| £'000 | £'000 |
Current | 384 | 410 |
Not more than 3 months | 342 | 1,166 |
More than 3 months | 44 | 251 |
| 770 | 1,827 |
Allowances for Credit Losses | 30 June 2024 | 31 Dec 2022 |
| £'000 | £'000 |
Opening balance at 1 January | 26 | 56 |
Amounts written off | (17) | (37) |
Amounts provided | 10 | 17 |
Currency movement | - | 1 |
Written back (no longer required) | - | (11) |
Closing balance at 31 December | 19 | 26 |
There are no significant expected credit losses from financial assets that are neither past due nor impaired.
At 30 June 2024
· £332,000 (31 Dec 2022: £1,313,000) of receivables were denominated in US dollars,
· £6,000 (31 Dec 2022: £11,000) of receivables were denominated in Euros,
· £1,000 (31 December 2022: Nil) of receivables were denominated in Sierra Leone New Leone and
· nil (31 Dec 2022: £71,000) were denominated in Ghanaian Cedi.
The Directors consider that the carrying amount of trade and other receivables approximates to their fair value.
19. Cash and cash equivalents
| Group | Group | Company | Company |
| 30 June 2024 | 31 Dec 2022 | 30 June 2024 | 31 Dec 2022 |
| £'000 | £'000 | £'000 | £'000 |
| | | | |
Cash at bank and in hand | 977 | 289 | 780 | (59) |
Bank overdraft | - | - | - | - |
Cash and cash equivalents | 977 | 289 | 780 | (59) |
All the bank accounts of the Group are set against each other where a right of offset exists in establishing the cash position of the Group.
20. Called up share capital
Group and Company
The total amount of issued and fully paid shares is as follows:
Ordinary Share Capital | 30 June 2024 |
| 31 Dec 2022 | |
| Number | £'000 | Number | £'000 |
At the start of the period | 330,514,660 | 331 | 330,514,660 | 331 |
At the period end | 330,514,660 | 331 | 330,514,660 | 331 |
| | | | |
Total Share Capital | 30 June 2024 |
| 31 Dec 2022 | |
| Number | £'000 | Number | £'000 |
Ordinary Share Capital | 330,514,660 | 331 | 330,514,660 | 331 |
Deferred share capital | - | - | - | - |
| 330,514,660 | 331 | 330,514,660 | 331 |
There were no equity issues in the period.
21. Share options and Warrants
| | | Options outstanding |
Options outstanding as at 1 January 2023 | | 8,692,500 | |
Options awarded | | | 16,700,000 |
Options waived | | | (6,781,250) |
Lapsed during the period | | | (1,546,250) |
Options outstanding as at 30 June 2024 |
| 17,065,000 |
The Company adopted the 2017 Share Option Scheme on 21 September 2017 that provides for the granting of both Enterprise Management Incentives and unapproved share 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 2017, 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 definition, a material interest is either beneficial ownership of, or the ability to control directly, or indirectly, more than 30% of the ordinary share capital of the Company.
· The Board determines the exercise price of options before they are granted. It is provided in the scheme rules that options must be granted at the prevailing market price in the case of EMI options and must not be granted at an exercise price that is less than the nominal value of a share.
· There is a limit that options over unissued shares granted under the scheme and any discretionary share option scheme or other option agreement adopted or entered into by the Company must not exceed 10% of the issued share capital.
· Options can be exercised on the second anniversary of the date of grant and may be exercised up to the 10th anniversary of granting. Options will remain exercisable for a period of 40 days if the participant is a "good leaver".
Options have subsequently been granted on this basis.
The Company has the following share options outstanding to its employees (including those on good leaver terms). The weighted average exercise price at the reporting date was 2.9p (31 Dec 2022: 17.6p). The average life of the unexpired share options was 8.1 years (31 Dec 2022: 4.5 years).
As At | | 30 June 2024 | 31 December 2022 | ||
Grant date | Exercise price £ | Number outstanding | Average life outstanding (years) | 31 Dec 2022 number outstanding | 31 Dec 2022 average life outstanding (years) |
| | | | | |
01 July 2014 | 0.510 | - | - | 150,000 | 1.5 |
10 December 2014 | 0.285 | - | - | 2,187,500 | 1.9 |
09 October 2015 | 0.140 | - | - | 40,000 | 2.8 |
01 June 2018 | 0.130 | 1,465,000 | 3.9 | 5,565,000 | 5.4 |
08 November 2018 | 0.130 | - | - | 750,000 | 5.8 |
12 January 2024 | 0.020 | 15,600,000 | 8.5 | - | - |
| | 17,065,000 | 8.1 | 8,692,500 | 4.5 |
During the period, 16,700,000 employee options were granted (31 Dec 2022: Nil), none were exercised (31 Dec 2022: none), 6,781,250 were waived (31 Dec 2022: none) and 1,546,250 lapsed (31 Dec 2022: 785,0000). The weighted average price of the options lapsed in the period was 10.5p (31 Dec 2022: 23.4p). The weighted average exercise price of exercisable options at the end of 30 June 2024 was 2.9p (31 Dec 2022 17.6p).
The Black-Scholes option-pricing model is used to determine the fair value of share options at grant date. The assumptions used to determine the fair values of share options at grant dates were as follows:
For share options granted post IPO the expected share price volatility was determined taking account of the historic daily share price movements. The standard deviation of the share price over the last year has been used to calculate volatility. The volatility is 65%, interest risk free rate of 3.5%, dividend of 0% and a life of 5 years.
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.
Warrants
There are no warrants which are still in force at the balance sheet date:
Movement in Warrants
| As at 1/1/23 | Lapsed | As at 30/06/24 |
Placing Commission | 170,455 | (170,455) | - |
RiverFort EPSA | 3,499,222 | (3,499,222) | - |
| 3,669,677 | (3,669,677) | - |
22. Borrowings
| Group | Group | Company | Company |
| 30/06/2024 | 31/12/2022 | 30/06/2024 | 31/12/2022 |
| £'000 | £'000 | £'000 | £'000 |
Non-current |
| | | |
Borrowings | 1,098 | 27 | 978 | - |
Current |
| | | |
Borrowings | 994 | 195 | - | - |
Total borrowings | 2,092 | 222 | 978 | - |
Non-current lease debt
As described in Note 12, all leases that fall under IFRS 16 are recorded on the balance sheet as liabilities, at the present value of the future lease payments, along with an asset reflecting the right to use the asset over the lease term. The non-current lease debt is the part of that debt which falls due after 12 months.
23. Trade and other payables
|
| Group | Group | Company | Company | ||||
| | 30 June 2024 | 31 Dec 2022 | 30 June 2024 | 31 Dec 2022 | ||||
| | £'000 | £'000 | £'000 | £'000 | ||||
| | | | | | ||||
Trade payables | | 590 | 556 | 58 | 104 | ||||
Accruals and other creditors | | 1,458 | 1,757 | 214 | 260 | ||||
Intercompany payables | | - | - | 1,085 | 630 | ||||
Other loans | | 1,938 | 159 | 978 | - | ||||
Finance lease creditor (IFRS 16) | | 153 | 62 | - | 5 | ||||
Financial liabilities | | 4,139 | 2,534 | 2,335 | 999 | ||||
Other taxes and social security payable | | - | - | - | - | ||||
Contractual liabilities | | 120 | 80 | - | - | ||||
Non-financial liabilities | | 120 | 80 | - | - | ||||
Total trade and other payables |
| 4,259 | 2,614 | 2,335 | 999 | ||||
Shown on the balance sheet as: | | | | | |
| |||
Long Term Borrowings | | 1,098 | 27 | 978 | - |
| |||
Short Term Borrowings | | 994 | 195 | - | - |
| |||
Contractual liabilities | | 120 | 80 | - | - |
| |||
Trade and other payables | | 2,047 | 2,312 | 1,357 | 999 |
| |||
| | 4,259 | 2,614 | 2,335 | 999 |
| |||
Trade and other payables principally comprise amounts outstanding for trade purchases and ongoing costs, as well as payments received in advance on contracts. The average credit period taken for trade purchases in 30 June 2024 was 106 days (31 Dec 2022: 51 days). The Directors consider that the carrying value of trade payables approximates to their fair value.
Contractual liabilities relate to amounts received from customers at period-end but not yet earned.
At 30 June 2024 £364,000 (31 Dec 2022: £194,000) of payables were denominated in US dollars, £8,000 (31 Dec 2022: £85,000) were denominated in Euros, Nil (31 Dec 2022: £4,000) were denominated in Ghanaian Cedi and £1,000 (31 Dec 2022: £39,000) were denominated in Sierra Leone Leones.
24. Cash flow adjustments and changes in working capital
The following non-cash flow adjustments and adjustments for changes in working capital have been made to loss before taxation to arrive at operating cash flow:
Group | 30/06/2024 | 31/12/2022 |
| Total | Total |
| £'000 | £'000 |
Adjustments: | | |
Depreciation, amortisation and impairment of non-financial assets | 389 | 252 |
Finance costs | 209 | 40 |
(Profit) / loss on disposal of non-financial assets | (6) | (4) |
(Increase)/decrease in Deferred Tax Asset | 4 | - |
Share-based payment expenses | 67 | - |
Non-cash transactions | 2,312 | (36) |
Total adjustments | 2,975 | 252 |
Net changes in working capital: | 30/06/2024 | 31/12/2022 |
| Total | Total |
| £'000 | £'000 |
(Increase)/decrease in inventories | (170) | 196 |
Decrease/(increase) in trade and other receivables | 372 | (485) |
Decrease/(increase) in long term receivables | 593 | (169) |
Increase / (decrease) in contract liabilities | 40 | (7) |
(Decrease)/(increase) in trade and other payables | (261) | 558 |
Discontinued operations | - | (662) |
Total changes in working capital | 574 | (569) |
Company | Company | Company |
| 30/06/2024 | 31/12/2022 |
| £'000 | £'000 |
Adjustments: |
| |
Depreciation, amortisation and impairment of non-financial assets | 147 | 121 |
Disposal of fixed Assets | 8 | - |
Share-based payment expenses | 67 | - |
Total adjustments | 222 | 121 |
| | |
Net changes in working capital: |
| |
Decrease / (Increase) in trade and other receivables | 989 | (853) |
Increase in trade and other payables | 359 | 360 |
Total changes in working capital | 1,348 | (493) |
25. Contingent assets and contingent liabilities
In February 2022, Clydesdale Bank PLC trading as Yorkshire Bank offered the Group an overdraft and other banking facilities. As a condition of these facilities the Company entered into a multilateral charge and guarantee in respect of bank overdrafts and other facilities of all companies within the Group.
26. Financial risk management
The Group is exposed to various risks in relation to financial 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 flows by minimising the exposure to financial markets. The Group does not actively trade in financial assets for speculative purposes, nor does it write options. The most significant financial risks are currency risk and interest rate risk.
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 (EUR) and US dollar (USD) but also the Sierra Leone New Leone (SLE). 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.
Group | Short-term exposure USD | Short-term exposure EUR | Short-term exposure SLL | Short-term exposure GHS |
| £'000 | £'000 | £'000 | £'000 |
30 June 2024 |
| | | |
Financial assets | 332 | 6 | 1 | - |
Financial liabilities | (364) | (8) | 1 | - |
Total exposure | (32) | (2) | 2 | - |
31 December 2022 | | | | |
Financial assets | 1,313 | 11 | - | 71 |
Financial liabilities | (194) | (85) | (39) | (4) |
Total exposure | 1,119 | (74) | (39) | 67 |
If the US dollar were to depreciate by 10% relative to its period end rate, this would cause a gain in profits to 30 June 2024 of £4,000 (31 Dec 2022: £124,000 Loss).
If the Euro were to depreciate by 10% relative to its period end rate, this would cause a gain in profits to 30 June 2024 of an immaterial amount (31 Dec 2022: £8,000 Gain).
If the Sierra Leonean Leone were to depreciate by 10% relative to its period end rate, this would cause a loss in profits to 30 June 2024 of an immaterial amount (31 Dec 2022: £4,000 Gain).
If the Ghanaian Cedi were to depreciate by 10% relative to its period end rate, this would cause no change in profits to 30 June 2024 (31 Dec 2022: £7,000 Loss).
Exposures to foreign exchange rates vary during the period depending on the volume of overseas transactions. Nonetheless, the analysis above is considered to be representative of the Group's exposure to currency risk. Net foreign currency denominated financial assets and liabilities are immaterial for the Company.
Interest rate sensitivity
The interest rate on the borrowings is fixed for the term of the loan. Therefore, no calculation of interest rate sensitivity has been undertaken.
Credit risk analysis
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group. The Group has adopted a policy of only dealing with creditworthy counterparties and where possible working on a "cash with order".
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 a letter of credit or similar instruments.
None of the Group's financial assets are secured by collateral or other credit enhancements. Details of allowance for credit losses are shown in note 18 of these financial statements.
The Company has investments in and amounts owing from subsidiary companies. The amounts owing are held at fair value. For loans that are repayable on demand, expected credit losses are based on the assumption that repayment of the loan is demanded at the reporting date. If the subsidiary has sufficient accessible highly liquid assets in order to repay the loan if demanded at the reporting date, the expected credit loss is likely to be immaterial. If it does not, then an impairment will be considered.
Liquidity risk analysis
Ultimate responsibility for liquidity risk management rests with the Board of Directors, which has established an appropriate liquidity risk management framework for the management of the Group's short, medium and long-term funding and liquidity management requirements. The Group manages its liquidity needs by monitoring scheduled debt repayments for long term financial liabilities as well as forecast cash flows 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 sufficient over the outlook period.
As at 30 June 2024, the Group's financial liabilities have contractual maturities (including interest payments, where
applicable) as summarised below:
| 30 June 2024 | 31 Dec 2022 | ||||
Group | Current (within 6 months) | 6 to 12 months | Non-current (1-5 years) | Current (within 6 months) | 6 to 12 months | Non-current (1-5 years) |
| £'000 | £'000 | £'000 | £'000 | £'000 | £'000 |
Trade and other payables | 2,047 | - | - | 2,587 | - | - |
Total | 2,047 | - | - | 2,587 | - | - |
| | | | | | |
Company | Current (within 6 months) | 6 to 12 months | Non-current (1-5 years) | Current (within 6 months) | 6 to 12 months | Non-current (1-5 years) |
| £'000 | £'000 | £'000 | £'000 | £'000 | £'000 |
Trade and other payables | 1,357 | - | - | 999 | - | - |
Total | 1,357 | - | - | 999 | - | - |
27. Related Party Transactions
| Balance at 31 December | Movement in Year | Balance at 31 December | Movement in 18-month period | Balance at 30 June 2024 |
| 2021 | 2022 | 2022 | 2024 | 2024 |
Group Loan | | | | (97) | (97) |
Westminster International Limited | 127 | (713) | (586) | (456) | (1,042) |
Westminster Services Limited (formerly Longmoor Security Limited) | - | 62 | 62 | 80 | 142 |
Westminster Aviation Security Services Limited | 4,762 | (1,432) | 3,330 | (2,544) | 786 |
Sovereign Ferries Limited | 548 | (2) | 546 | (546) | - |
Westminster Operating Limited | (174) | 2,075 | 1,901 | 3,200 | 5,101 |
Keyguard U.K Limited | 332 | (10) | 322 | 42 | 364 |
Longmoor (SL) Limited | (24) | 2 | (22) | 1 | (21) |
Facilities Operations Management Limited | 1,499 | 24 | 1,523 | (2) | 1,521 |
Westminster Sierra Leone Limited * | - | - | - | - | - |
Westminster Group GMBH | 1,188 | 133 | 1,321 | 100 | 1,421 |
GLIS Gesellschaft für Luftfahrt- und Infrastruktur-Sicherheit GmbH | - | - | - | - | - |
Westminster Sicherheit GMBH | - | - | - | - | - |
Euro Ops SARL | 187 | 51 | 238 | 83 | 321 |
Westminster Maritime Services Limited | (21) | - | (21) | - | (21) |
Longmoor Security Services Limited (formerly Westminster Aviation Security Services (ME) Limited) | - | - | - | - | - |
WASS DRC | - | - | - | 27 | 27 |
| 8,424 | 190 | 8,614 | (112) | 8,502 |
Balances and transactions between the Company and its subsidiaries, which are related parties, are listed below:
The remuneration of the Directors, who are the key management personnel of the Group, is set out in the Remuneration Committee report as are details of pension contributions for Directors.
In the period to 30 June 2024 fees and expenses of nil (31 Dec 2022: £2,640) plus VAT were accrued to Graham Binns Consulting Limited, a Limited Liability Partnership under the control of Major General (Rtd) Graham Binns. On the 30 June 2024 Graham Binns Consulting Limited was owed £nil (31 Dec 2022: £nil).
Certain members of the Fowler family, other than directors, have been employed by the Group on normal arms-length terms for between 1 and 26 years. Their remuneration, in aggregate, for the eighteen months ended 30 June 2024 was £286,878 (31 Dec 2022 twelve months: £176,718)
28. Discontinued operations
At 30 September 2017 the Group took the decision to dispose of its ferry operation in Sierra Leone. The last vessel, the Sierra Queen, was sold in February 2020 on extended terms. The Covid 19 pandemic and subsequent issues with the boat has meant that despite having reservation of title, personal and cross guarantees from the purchaser, it is looking increasingly probable that all or part of the remaining debt may be uncollectable. Prudently the group has reserved £561,000 against all of the remaining debt.
We announced in November 2022 that the relationship with our local partners, Scanport, regarding our Ghana port project had become increasingly strained and that we were looking to resolve matters through mediation to include accelerated receipt in recompense for early termination, which would free up resources for new large-scale projects expected in 2023. This was finally resolved in December 2023 and remaining balances associated with the Ghana project amounting to £702.000 have been written off.
Consolidated income | 30/06/2024 | 31/12/2022 |
| £'000 | £'000 |
REVENUE | - | 949 |
Cost of sales | - | (457) |
Gross profit | - | 492 |
Operating expenses | - | (139) |
PROFIT FROM OPERATIONS | - | 354 |
Other income / (losses) | (1,263) | - |
Discontinued operations loss after tax for the year from discontinued operations | (1,263) | 354 |
| | |
Financial Position | | |
Trade and other receivables | - | 872 |
Non-current Receivable | - | 479 |
| | |
Cash Flow | | |
PROFIT / (LOSS) | (1,263) | 354 |
Movement on fixed assets | - | (66) |
Net changes in working capital | 1,263 | (541) |
Changes in intercompany balances | - | (55) |
NET CASH USED IN OPERATING ACTIVITIES | - | (309) |
| | |
Opening cash | - | 309 |
Closing cash | - | - |
Cash outflow | - | (309) |
29. Events after the Reporting Period
On 1 November the group announced that Pantheon A Family Office Limited were subscribing for 20,833,333 new ordinary shares of 0.01p each ('Subscription Shares') at 2.4p. with 500,000 warrants exercisable at 10p per share, valid for 3 years from the date of issue.
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