WSG Westminster Group Plc

Westminster Group PLC

Company Statement of Changes in Equity

 

	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

 

		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

 

		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.

 

 

 

 

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.