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Final Results

30th Jun 2025 07:00

RNS Number : 8586O
MS International PLC
30 June 2025
 

 

Chairman's statement

 

 

Introduction

 

In addition to commenting on another record financial performance, and giving as much clarity as possible on future prospects and our ambitions, I will, within this particularly significant year end statement outline decisions arising from our review of the future strategic priorities for the Group, including news of a proposed Board appointment.

 

Operating Environment

 

Many public companies now comment on the difficulties in planning and forecasting outcomes given the various conflicts around the world and the, as yet, unresolved international protectionist issues. Naturally, these macro factors will affect MSI but, despite wider uncertainties, we remain positive as we have several strategic positions which give us significant commercial advantages.

 

International Focus on Defence

 

A very positive development for us is the intensifying focus on defence spending internationally and the recognition by NATO Governments that spending 5% of GDP on defence is an objective given the uncertainties and hostilities in the world. However, the necessity for governments to balance budgets inevitably means that these targets might take some countries a few years to achieve. Last year also brought multiple government changes around the world and, in many cases, this led to defence reviews which continue to have the short term effect of slowing down orders. Nevertheless, the medium and long term prospects for the Defence and Security division are better today than ever before.

 

2024/5 Results (Year ending April 2025)

 

I am delighted to report that we have, once again, made excellent progress across all Group companies.

 

This is reflected in another record pre-tax profit amounting to £20.05m (2024 - £15.71m) on increased revenue of £117.50m (2024 - £109.58m).

 

Basic earnings per share were 90.0p (2024 - 71.0p).

 

The balance sheet remains strong with cash and cash equivalents of £27.78m (2024 - £42.68m).

 

The Group order book at the April year end was marginally lower than the record figure reported last year. This is purely owing to delays in the placing of substantial defence equipment orders as both military requirements and governments have changed.

 

a) 'Defence and Security'

 

This division now accounts for 70% of Group turnover. It was a record year for export sales, particularly Naval weapons systems for the United States and the first deliveries of Naval weapons systems for the German Navy. We also continued to fulfil various orders from the Middle East for our "VSHORAD" land-based counter drone weapons systems.

 

Looking ahead, there's encouraging international interest in our MSI-DS Land Systems products.

 

Despite the challenges presented by international uncertainties and government reviews, this has been a highly creditable performance from the Defence and Security division.

 

b) 'Forgings'

 

Following a slow first half, resulting from overstocking by many lift-truck manufacturers (mainly of low priced Chinese fork-arms), the second half has shown a real recovery. Our ability to deliver 'a la carte' products quickly is becoming increasingly attractive to the market.

 

Our overseas plants in the US and Brazil enjoyed successful years and, in recent weeks, both have reported an upturn in demand. Our US manufacturing operation is now a key facility and asset given the tariff issues and the significant potential to develop the site for any future manufacturing opportunities which we believe will arise.

 

c) 'Petrol Station Superstructures'

 

This division's longstanding reputation as the UK and East European market leader in the design, manufacture, construction, and maintenance of vehicle refuelling roadside stations continues to be a major factor in our prominent role within the transformation of UK forecourt designs.

 

I am pleased to report that we have reinforced our dominant market position by completing several substantial, complex new fuel and convenience hubs, including provision for electric vehicles, on major UK roads.

 

Inevitably, the war in Ukraine continues to depress site development and maintenance work across many parts of Eastern and Northern Europe. When a solution to this conflict is found, we expect this business to be very well placed for considerable maintenance work and general growth.

 

d) 'Corporate Branding'

 

Our UK business, which concentrates on petrol stations, produced an outstanding performance. The business in the Netherlands serves a more diverse range of sectors (including petrol stations, airports and theme parks) but following the recent restructuring is expected to return to profitability this year.

 

Outlook

 

a) 'Defence and Security'

 

We have recently received a request for purchase (RFP) from the US Navy for another year's procurement programme of our MSI-DS 30mm Naval Weapon Systems. I have commented on this in previous reports to shareholders. In addition, we are already establishing a weapons support facility alongside our existing advanced manufacturing fork-arms facility in the US.

 

Shareholders will note that our revenue from defence contracts is recognised as performance obligations are satisfied, which is when control of goods and services has transferred to the customer. The significance is that, whilst we might be busy in our factories, the timing of the transfer of control means revenue and profits are not instantly recognised. With government reviews and subsequent delayed decisions, we anticipate that this will impact the current financial year but we remain very optimistic about the next two full financial years.

 

b) 'Forgings'

 

As a leading international supplier of fork-arms, with advanced manufacturing facilities on three continents, the division is strategically poised to benefit from the recent upheaval in the market and current recovery in demand.

 

c) 'Petrol Station Superstructures'

 

As the market leader in both the UK and Eastern Europe, the division is well positioned, experienced and structured to benefit from the many exciting prospects that contemporary forecourt designs present.

 

The prospects for this division are good, with buoyant conditions in the UK. The number of planning applications for proposed fuel station redevelopment projects suggests a strong potential pipeline. The operation in Poland will, inevitably, continue to face serious challenges until a resolution is found to the war. At that stage, it should benefit from the reconstruction that must follow the neglect in the region that has taken place in the last three years.

 

d) 'Corporate Branding'

 

The UK business will continue to flourish in the current year with an encouraging number of petrol stations both rebranding and undertaking maintenance programmes.

 

As stated earlier, the business in the Netherlands needs further restructuring and boosted with the recent increased synergy with the UK should return to profitability in the year.

 

 

Review of Future Strategic Priorities for the Group

 

In all my recent statements I have referred to our internal review of the strategic priorities for the Group and I announced certain management changes at the Interim stage in December. I can now provide greater substance and clarity on the outcome of this review.

 

Given the growth of our Defence and Security division, and its medium and long term prospects, we have decided that this should become the Group's primary focus. 

 

We are, therefore, looking at the operational structures we have in place to make these as efficient and appropriate as possible under the leadership of John Meldrum (aged 56), who has been running the UK Defence and Security division for 6 years, supported by David Hansell.

 

As a result of this decision, I am pleased to welcome John Meldrum to the Board of MSI plc, which will become effective following the satisfactory completion of customary regulatory checks.

 

Our new focus on Defence encouraged us to test the market's potential interest in purchasing the businesses of Forgings, Petrol Station Superstructures and Corporate Branding. With the help of external financial advisors, this process was run in the Spring and considerable interest was expressed by financial buyers but not at the levels that represented an attractive proposition for MSI shareholders.

 

The process was, however, very motivating for the businesses and their managements, and we will continue to introduce efficiencies to these excellent businesses whilst we look at future strategic options. We are not in a rush to sell these successful businesses as they continue to have considerable potential and make a significant contribution to the Group. I expect to be able to give shareholders more clarity later this year as and when relevant news is available.

 

Summary and Final Dividend

 

This has been another year of outstanding trading performance and growth and, as I have outlined in this Statement, we are confident that the Group is well positioned for the future despite the many current international challenges.

 

The Board recommends the payment of a final dividend of 18p per share (2024 - 16.5p), making a total for the year of 23p per share (2024 - 19.5p). The dividend is expected to be paid on 22nd August 2025 to shareholders on the Register at the close of business on 18th July 2025.

 

Michael Bell

27th June 2025

 

 

 

 

MS INTERNATIONAL plc 

 

 

Michael Bell

 

Tel: 01302 322133

 

Shore Capital (Nominated Adviser and Broker)

 

 

Patrick Castle / Daniel Bush / Lucy Bowden

 

Tel: 020 7408 4090

 

 

Copies of this announcement are available from the Company's registered office at MS INTERNATIONAL plc, Balby Carr Bank, Doncaster, DN4 8DH, England. The Notice of AGM will be posted to shareholders on or before 14th July 2025. The full Annual Report and Accounts will be posted to shareholders no later than 21st July 2025. They will be made available on the Company's website at www.msiplc.com and will be delivered to the Registrar of Companies after it has been laid before the Company's members at the Annual General Meeting to be held on 6th August 2025 at The Holiday Inn, Warmsworth, Doncaster.

 

This announcement contains inside information for the purposes of Article 7 of Regulation (EU) No 596/2014 which is part of UK law by virtue of the European Union (Withdrawal) Act 2018.

 

Consolidated income statement

 

For the year ended 30th April 2025

2025

 

2024

Continuing operations

Total

 

Total

£'000

 

£'000

Revenue

117,503

 

109,576

Cost of sales

(77,505)

 

(75,708)

Gross profit

39,998

 

33,868

Distribution costs

(4,727)

(4,092)

Administrative expenses

(16,476)

 

(16,232)

Derivative (losses)/gains

(73)

 

1,207

(21,276)

 

(19,117)

Group operating profit

18,722

 

14,751

Interest received

1,354

1,244

Interest paid

(26)

(104)

Other finance costs - pensions

 

(179)

1,328

 

961

Profit before taxation

20,050

 

15,712

Taxation

(5,519)

 

(4,212)

Profit for the year attributable to equity holders of the parent

14,531

 

11,500

Basic earnings per share

90.0p

 

71.0p

Diluted earnings per share

87.0p

 

67.5p

 

 

Consolidated statement of comprehensive income

 

For the year ended 30th April 2025

2025

 

2024

Total

 

Total

£'000

 

£'000

Profit for the year attributable to equity holders of the parent

 

14,531

 

11,500

Exchange differences on retranslation of foreign operations

 

 

435

 

(287)

Net other comprehensive gain/(loss) to be reclassified to profit or loss in subsequent years

 

435

 

(287)

Remeasurement gains on defined benefit pension scheme

 -

 

3,270

Deferred tax on remeasurement on defined benefit pension scheme

 -

 

(817)

Revaluation of land and buildings

1,080

 

 -

Deferred tax on revaluation surplus on land and buildings

52

 

 -

Net other comprehensive income not being reclassified to profit or loss in subsequent years

 

1,132

2,453

Total comprehensive income for the year attributable to equity holders of the parent

 

16,098

 

13,666

 

 

Consolidated and company statement of changes in equity

For the year ended 30th April 2025

Share capital

Capital redemption reserve

Other reserves

Revaluation reserve

Special reserve

Currency translation reserve

Treasury shares

Retained earnings

Total shareholders' funds

 

£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000

 

(a) Group

 

At 30th April 2023 (previously reported)

1,784

957

2,815

9,923

1,629

(320)

(2,381)

26,668

41,075

Prior year adjustment

-

-

928

928

At 30th April 2023 (as restated)

1,784

957

2,815

9,923

1,629

(320)

(2,381)

27,596

42,003

Profit for the year

11,500

11,500

Other comprehensive (loss)/income

-

(287)

2,453

2,166

Total comprehensive (loss)/income

-

(287)

13,953

13,666

Equity settled share-based payment expense

-

-

-

-

-

-

65

 

65

Purchase of own shares

-

-

-

-

-

-

(1,676)

 

(1,676)

Exercise of share options

-

-

-

-

-

-

355

(40)

 

315

Deferred tax on equity settled share-based payment expense

-

-

-

-

-

-

(38)

 

(38)

Deferred tax on share option relief (restated)

-

-

-

-

-

-

735

 

735

Dividends paid

-

-

-

-

-

-

(2,610)

(2,610)

Transactions with owners recognised directly in equity

-

-

-

-

-

-

(1,321)

(1,888)

 

(3,209)

At 30th April 2024 (restated)

1,784

957

2,815

9,923

1,629

(607)

(3,702)

39,661

52,460

Profit for the year

14,531

14,531

Other comprehensive (loss)/income

(1,677)

435

2,809

1,567

Total comprehensive (loss)/income

(1,677)

435

17,340

16,098

Equity settled share-based payment expense

-

-

78

 

78

Deferred tax on share option relief

-

-

192

192

Purchase of own shares

-

-

(4,483)

(4,483)

Exercise of share options

-

-

798

(447)

351

Dividends paid

-

-

(3,507)

(3,507)

Transactions with owners recognised directly in equity

(3,685)

(3,684)

(7,369)

At 30th April 2025

 

1,784

 

957

 

2,815

8,246

 

1,629

 

(172)

 

(7,387)

 

53,317

 

61,189

(b) Company

 

At 30th April 2023 (previously reported)

1,784

957

7,620

1,629

(2,381)

18,321

27,930

Prior year adjustment

-

-

928

928

At 30th April 2023 (as restated)

1,784

957

7,620

1,629

(2,381)

19,249

28,858

Profit for the year

2,753

2,753

Other comprehensive income

2,215

2,215

Total comprehensive income

4,968

4,968

Equity settled share-based payment expense

65

 

65

Purchase of own shares

-

-

-

-

-

-

(1,676)

 

(1,676)

Exercise of share options

355

(40)

315

Deferred tax on share option relief (restated)

735

735

Dividends paid

-

-

-

-

-

-

(2,610)

 

(2,610)

Transactions with owners recognised directly in equity

(1,321)

(1,850)

(3,171)

At 30th April 2024

1,784

957

7,620

1,629

(3,702)

22,367

30,655

Profit for the year

4,293

4,293

Other comprehensive income

Total comprehensive income

4,293

4,293

Equity settled share-based payment expense

78

 

78

Deferred tax on share option relief

192

192

Purchase of own shares

-

-

-

-

-

-

(4,483)

(4,483)

Exercise of share options

798

(447)

351

Dividends paid

(3,507)

(3,507)

Transactions with owners recognised directly in equity

(3,685)

(3,684)

(7,369)

At 30th April 2025

 

1,784

 

957

 

7,620

 

1,629

 

 

(7,387)

 

22,976

 

27,579

 

 

Consolidated and company statements of financial position

At 30th April 2025

Group

 

Company

 

2025

 

2024

Restated

2025

 

2024

Restated

£'000

 

£'000

£'000

 

£'000

ASSETS

 

Non-current assets

 

Property, plant and equipment

30,257

 

27,953

1,571

 

1,389

Right-of-use assets

385

 

760

5,421

 

6,099

Intangible assets

2,367

 

2,448

 - 

 

 - 

Investments in subsidiaries

 - 

 

 - 

16,449

 

15,669

Deferred income tax asset

7

 

16

584

 

923

Derivative assets

 - 

 

309

 - 

 

309

Contract assets

428

 

 - 

 - 

 

 - 

33,444

 

31,486

24,025

 

24,389

Current assets

 

Inventories

30,733

 

25,250

3,109

 

1,823

Derivative asset

1,134

 

898

1,134

 

898

Trade and other receivables

33,669

 

28,881

12,847

 

12,106

Contract assets

7,376

 

100

 - 

 

 - 

Cash and cash equivalents

23,745

 

35,509

9,087

 

9,936

Restricted cash held in Escrow

4,038

 

7,170

 - 

 

 - 

100,695

 

97,808

26,177

 

24,763

TOTAL ASSETS

 

134,139

 

129,294

50,202

 

49,152

EQUITY AND LIABILITIES

 

Equity

 

Share capital

1,784

 

1,784

1,784

 

1,784

Capital redemption reserve

957

 

957

957

 

957

Other reserves

2,815

 

2,815

7,620

 

7,620

Revaluation reserve

8,246

 

9,923

 - 

 

 - 

Special reserve

1,629

 

1,629

1,629

 

1,629

Currency translation reserve

(172)

 

(607)

 - 

 

 - 

Treasury shares

(7,387)

 

(3,702)

(7,387)

 

(3,702)

Retained earnings

53,317

 

39,661

22,976

 

22,367

TOTAL EQUITY SHAREHOLDERS' FUNDS

 

61,189

 

52,460

27,579

 

30,655

Non-current liabilities

 

Contract liabilities

7,208

 

10,019

 - 

 

 - 

Deferred income tax liability

2,242

 

2,046

 - 

 

 - 

Lease liabilities

61

 

422

5,123

 

5,771

Trade and other payables

623

 

 - 

 - 

 

 - 

10,134

 

12,487

5,123

 

5,771

Current liabilities

 

Trade and other payables

16,793

 

21,349

13,759

 

10,312

Contract liabilities

45,670

 

42,616

3,092

 

1,784

Lease liabilities

353

 

382

649

 

630

62,816

 

64,347

17,500

 

12,726

TOTAL EQUITY AND LIABILITIES

 

134,139

 

129,294

50,202

 

49,152

 

Consolidated and company cash flow statements

 

 

For the year ended 30th April 2025

 

Group

 

Company

 

 

2025

 

2024

2025

 

2024

£'000

 

£'000

£'000

 

£'000

Profit/(loss) before taxation

20,050

 

15,712

(537)

 

266

Adjustments to reconcile profit/(loss) before taxation to cash generated from operating activities:

 

Depreciation charge of owned assets and right-of-use assets

2,514

 

2,144

1,382

 

1,273

Amortisation charge

89

 

61

 

Profit on disposal of property, plant and equipment

(194)

 

(214)

(190)

 

(93)

Equity settled share-based payment expense

78

 

65

78

 

65

Profit on disposal of joint venture

 

(9)

 

Finance income

(1,328)

 

(961)

(212)

 

(47)

Foreign exchange movements

(117)

 

 

(Increase)/decrease in inventories

(5,862)

 

(608)

(1,286)

 

942

(Increase)/decrease in receivables

(13,105)

 

(19,259)

1,929

 

2,814

Decrease/(increase) in derivatives

73

 

(1,207)

73

 

(1,207)

(Decrease)/increase in payables

(3,332)

 

6,637

3,666

 

547

Increase in contract liabilities

2,055

 

37,985

1,308

 

928

Pension fund deficit reduction payments

 

(1,125)

 

(1,125)

Cash generated from operating activities

 

921

 

39,221

6,211

 

4,363

Net interest received

1,350

 

1,177

399

 

449

Taxation (paid)/received

(5,520)

 

(3,796)

193

 

(597)

Net cash (outflow)/inflow from operating activities

 

(3,249)

 

36,602

6,803

 

4,215

Investing activities

 

Dividends received from subsidiaries

 

1,500

 

3,224

Purchase of property, plant and equipment

(3,733)

 

(4,898)

(932)

 

(832)

Purchase of intangible assets

(18)

 

(142)

 

Proceeds on disposal of property, plant and equipment

281

 

314

236

 

101

Decrease/(increase) in cash held in the Escrow account maturing in more than 90 days

3,132

 

(4,253)

 

Net cash (outflow)/inflow from investing activities

 

(338)

 

(8,979)

804

 

2,493

Financing activities

 

Buy back of own shares

(4,483)

 

(1,676)

(4,483)

 

(1,676)

Money received from the exercise of share options

351

 

315

351

 

315

Lease payments

(393)

 

(409)

(817)

 

(817)

Dividends paid

(3,507)

 

(2,610)

(3,507)

 

(2,610)

Net cash outflow from financing activities

 

(8,032)

 

(4,380)

(8,456)

 

(4,788)

(Decrease)/increase in cash and cash equivalents

 

(11,619)

 

23,243

(849)

 

1,920

Opening cash and cash equivalents

35,509

 

12,336

9,936

 

8,016

Exchange differences on cash and cash equivalents

(145)

 

(70)

 

Closing cash and cash equivalents

 

23,745

 

35,509

9,087

 

9,936

 

The financial information set out above does not constitute the Company's statutory accounts for the periods ended 30th April 2025 or 30th April 2024 but is derived from those accounts. Statutory accounts for 2024 have been delivered to the Registrar of Companies and those for 2025 will be delivered following the Company's Annual General Meeting. The auditors have reported on those accounts; their reports were unqualified and did not contain a statement under section 498 (2) or (3) of the Companies Act 2006.

 

The accounting policies applied in this financial information are aligned with those in the Group's financial statements for the years ended 30th April 2025 and 30th April 2024. Those financial statements were prepared in accordance with UK-adopted international accounting standards and the applicable legal requirements of the Companies Act 2006, except for the revaluation of certain financial instruments and properties, and in accordance with the requirements of the AIM Rules.

 

1. Segment information

 

For management and reporting purposes, the Group operated through four trading divisions during the years ended 30th April 2025 and 30th April 2024. This includes 'Defence and Security', 'Forgings', 'Petrol Station Superstructures', and 'Corporate Brandings' divisions. These divisions are the basis on which the Group reports its primary business segment information. The Board, which includes the chief operating decision maker, considers each trading division as a separate operating segment and monitors the operating results of its business units separately for the purpose of making decisions about resource allocation and performance assessment. Therefore, Group financing (including finance costs and finance revenue) and income taxes are managed on a group basis and are therefore not allocated to operating segments.

 

'Defence and

'Forgings'

'Petrol Station

'Corporate

Total

Security'

Superstructures'

Branding'

2025

 

2024

2025

 

2024

2025

 

2024

2025

 

2024

2025

 

2024

£'000

 

£'000

£'000

 

£'000

£'000

 

£'000

£'000

 

£'000

£'000

 

£'000

Segmental revenue

 

Total revenue

82,449

 

67,228

13,770

 

17,627

13,236

 

16,355

8,600

 

8,957

118,055

 

110,167

Revenue from other segments

 

 

(247)

 

(309)

(305)

 

(282)

(552)

 

(591)

Revenue from external customers

82,449

 

67,228

13,770

 

17,627

12,989

 

16,046

8,295

 

8,675

117,503

 

109,576

Revenue recognised at a point in time

77,901

62,290

13,770

17,627

12,989

16,046

8,295

8,675

112,955

104,638

Revenue recognised over time

4,548

4,938

4,548

4,938

Revenue from external customers

82,449

67,228

13,770

17,627

12,989

16,046

8,295

8,675

117,503

109,576

 

 

 

 

 

Segment result

 

Operating profit/(loss)

17,740

 

13,009

573

 

1,137

974

 

2,011

(565)

 

(1,406)

18,722

 

14,751

Segmental assets

 

Assets attributable to segments

82,770

 

78,990

6,603

 

7,776

13,569

 

12,874

4,105

 

4,627

107,047

 

104,267

Unallocated assets*

27,092

 

25,027

Total assets

134,139

 

129,294

Segmental liabilities

 

Liabilities attributable to segments

58,101

 

63,320

1,435

 

2,255

5,526

 

4,711

2,450

 

2,455

67,512

 

72,741

Unallocated liabilities*

5,438

 

4,093

Total liabilities

72,950

 

76,834

Other segmental information

 

Capital expenditure

2,898

 

3,513

378

 

569

350

 

545

107

 

271

3,733

 

4,898

Depreciation

1,000

 

499

594

 

637

701

 

740

219

 

268

2,514

 

2,144

Amortisation

46

 

18

 

43

 

43

 

89

 

61

 

* Unallocated assets include certain fixed assets (including all UK properties), current assets and deferred income tax assets. Unallocated liabilities include the defined pension benefit scheme liability, the deferred income tax liability, and certain current liabilities.

Assets and liabilities attributable to segments comprise the assets and liabilities of each segment adjusted to reflect the elimination of the cost of investment in subsidiaries and the provision of financing loans provided by MS INTERNATIONAL plc.

Revenue between segments is determined on an arm's length basis. Segment results, assets, and liabilities include items directly attributable to the segment as well as those that can be allocated on a reasonable basis.

Geographical analysis

 

The following table presents revenue, assets, liabilities and capital expenditure by geographical segment for the years ended 30th April 2025 and 30th April 2024. The Group's geographical segments are based on the location of the Group's divisions.

United Kingdom

Europe

USA

South America

Total

2025

2024

2025

 

2024

2025

 

2024

2025

 

2024

2025

 

2024

£'000

£'000

£'000

 

£'000

£'000

 

£'000

£'000

 

£'000

£'000

 

£'000

External revenue by origin

80,124

79,893

6,563

 

8,101

28,829

 

19,450

1,987

 

2,132

117,503

 

109,576

Non-current assets

25,509

23,029

2,775

 

2,899

5,121

 

5,476

39

 

82

33,444

 

31,486

Current assets

78,828

82,837

2,938

 

3,559

17,986

 

10,631

943

 

781

100,695

 

97,808

Liabilities

41,773

41,553

2,410

 

2,739

28,649

 

32,254

118

 

288

72,950

 

76,834

Capital expenditure

3,581

4,817

54

 

56

95

 

25

4

 

3,734

 

4,898

 

Revenue disaggregated by customer base is shown as follows:

2025

 

2024

£'000

 

%

 

£'000

%

United Kingdom

21,899

 

19%

 

48,974

45%

Asia

46,756

 

40%

 

24,350

22%

USA

28,829

 

25%

 

19,450

18%

Europe

17,072

 

14%

 

13,708

12%

South America

2,876

 

2%

 

3,086

3%

Rest of World

71

 

0%

 

8

0%

Total revenue

117,503

 

100%

 

109,576

100%

 

The Group's largest customer, which is reported in the 'Defence and Security' division, contributed 37.1% to the Group's revenue (2024 - 27.4% from a different customer). The Group's second largest customer, also reported in the 'Defence and Security' division, was the only other customer that contributed more than 10% to the Group's revenue with a total of 13.6%% (2024 - 21.6% from a different customer).

 

2. Derivative financial instruments

 

 

 

 

 

 

 

 

 

 

 

The Group has in place a number of forward currency contracts in respect of USD denominated cash inflows in the 'Defence and Security' division.

 

 

 

 

 

 

The Group and Company has chosen not to adopt hedge accounting with respect to forward exchange contracts and as a result a loss of £73,000 (2024 - £1,207,000 gain) arising from the change in the fair value of the contracts has been included within operating profit.

 

 

 

 

 

 

2025

 

US Dollar

 

Sterling

 

Average forward rate

Change in fair value

 

 

$'000

 

£'000

 

£'000

 

 

 

 

 

 

 

Non-current derivative asset

 

-

 

-

-

-

Current derivative asset

 

28,400

 

22,412

1.2672

1,134

Total

 

28,400

 

22,412

 

1.2672

 

1,134

 

 

 

 

 

 

 

2024

 

US Dollar

 

Sterling

 

Average forward rate

Change in fair value

 

 

$'000

 

£'000

 

£'000

 

 

 

 

 

 

Non-current derivative asset

 

20,000

 

16,134

 

1.2396

309

Current derivative asset

 

54,000

 

43,968

 

1.2282

898

Total

 

74,000

 

60,102

 

1.2312

1,207

 

 

 

 

 

 

 

 

In the tables above the US Dollar represents the total amount payable under the forward exchange contracts and the Sterling represents the total amount receivable under the forward exchange contracts.

 

 

 

 

 

 

 

 

3. Employee information

 

 

 

 

 

The average number of employees, including executive directors, during the year was as follows:

 

 

 

 

 

Group

 

Company

 

2025

2024

2025

 

2024

 

Number

Number

Number

 

Number

Production

 

253

261

73

 

74

Technical

 

81

77

21

 

21

Distribution

 

28

28

2

 

2

Administration

 

92

89

40

 

37

 

454

455

136

 

134

(a) Staff costs

Including executive directors, employment costs were as follows:

Group

 

Company

2025

2024

2025

 

2024

£'000

£'000

£'000

 

£'000

Wages and salaries

25,633

23,757

9,328

 

8,782

Social security costs

3,562

3,718

896

 

1,058

Pension costs

834

830

398

 

469

Redundancy costs

15

160

 

Equity settled share-based payment expense

78

65

78

 

65

Cash settled share-based payment provision

330

 

 

134

330

 

134

30,452

28,664

11,030

 

10,508

(b) Directors' emoluments

2025

 

2024

£'000

 

£'000

Aggregate directors' emoluments

3,735

 

3,517

Pension contributions

133

 

115

Gain on exercise of share options

1,385

 

1,043

5,253

 

4,675

 

During the year two executive directors exercised LTIP share options totalling 100,000 (2024 - 100,000) at an exercise price of £0 (2024 - £0) per share. The gain on these options is the difference between the market price at the date of exercise, which ranged from £9.75 per share to £11.50 per share (2024 - £7.20 to £7.30 per share), and the exercise price of £0 (2024 - £0) per share.

 

Between June 2024 and October 2024 three directors exercised CSOP share options totalling 38,334 (2024 - 63,335) at an exercise price of £1.41 per share. The gain on these options is the difference between the market price at the date of exercise, which ranged from £9.75 per share to £11.50 per share (2024 - £5.88 to £7.15 per share), and the exercise price of £1.41 (2024 - £1.41) per share.

 

4. Taxation

 

(a) Tax expense

 

The charge for taxation comprises:

2025

 

2024

£'000

 

£'000

Current tax

 

United Kingdom corporation tax

5,495

 

3,187

Foreign corporation tax

275

 

188

Adjustments in respect of previous years

(155)

 

(152)

Group current tax expense

5,615

 

3,223

Deferred tax

 

Origination and reversal of temporary differences

(41)

 

857

Adjustments in respect of previous years

(55)

 

132

Group deferred tax (credit)/expense

(96)

 

989

Total tax expense on profit

 

5,519

 

4,212

Tax relating to items charged to other comprehensive income:

2025

2024

£'000

£'000

 

 

Deferred tax on measurement gains on pension scheme current year

 

817

Deferred tax on revaluation surplus on land and buildings

(52)

 

Deferred tax (credit)/expense in the Consolidated statement of comprehensive income

(52)

 

817

Tax relating to items charged directly to equity:

2025

2024

£'000

£'000

Current tax on share option relief

(577)

Deferred tax on share option relief

(192)

(1,086)

Total tax credit charged directly to equity

(192)

(1,086)

(b) Factors affecting the tax charge for the year

 

 

The tax charge assessed for the year is higher than (2024 - higher than) the standard rate of corporation tax in the UK of 25% (2024 - 25%). The differences are explained below:

 

2025

 

2024

 

£'000

 

£'000

 

 

Profit before tax

20,050

 

15,712

 

Profit multiplied by standard rate of corporation tax of 25% (2024 - 25%)

5,013

 

3,928

 

 

 

Effects of:

 

Expenses not deductible for tax purposes

327

102

 

R&D tax credit

(322)

 

Adjustments in respect of overseas tax rates

21

5

 

Unrecognised tax losses

367

 

390

 

Dual residency tax

1

 

129

 

Current tax adjustment in respect of previous years

(155)

 

(152)

 

Deferred tax adjustment in respect of previous years

(55)

 

132

 

Total taxation expense for the year

5,519

 

4,212

 

 

 

(c) Factors affecting future tax charge

 

 

At the reporting date, there are no factors that would affect the future tax charge and therefore deferred income taxation has been provided at the rate at the reporting date of 25%.

 

 

5. Earnings per share

 

The calculation of basic earnings per share of 90.0p (2024 - 71.0p) is based on the profit for the year attributable to equity holders of the parent of £14,531,000 (2024 - £11,500,000) and on a weighted average number of ordinary shares in issue of 16,153,308 (2024 - 16,186,103). At 30th April 2025 there were 720,870 (2024 - 1,068,693) dilutive shares on option with an effect of 545,606 (2024 - 845,288) giving a diluted earnings per share of 87.0p (2024 - 67.5p).

2025

 

2024

Number of ordinary shares in issue at start of the year

17,841,073

 

17,841,073

Cancellation of ordinary shares during the year

 

Number of ordinary shares in issue at the end of the year

17,841,073

 

17,841,073

 

Weighted average number of shares in issue

17,841,073

 

17,841,073

Less weighted average number of shared held in the ESOT

(19,105)

 

(163,021)

Less weighted average number of shares purchased by the Company

(1,668,660)

 

(1,491,949)

Weighted average number of shares to be used in basic EPS calculation

16,153,308

 

16,186,103

Dilutive effect of 720,870 (2024 - 1,068,693) shares on option

545,606

 

845,288

Weighted average diluted shares

16,698,914

 

17,031,391

Profit for the year attributable to equity holders of the parent in £

14,531,000

 

11,500,000

Basic earnings per share

90.0p

 

71.0p

Diluted earnings per share

87.0p

 

67.5p

6. Dividends paid and proposed

 

2025

 

2024

£'000

 

£'000

Declared and paid during the year:

Final dividend for 2024: 16.5p (2023 - 13p)

2,703

 

2,123

Interim dividend for 2025: 5p (2024 - 3p)

804

 

487

3,507

 

2,610

 

 

Proposed for approval by shareholders at the AGM:

 

 

Final dividend for 2025: 18p (2024 - 16.5p)

2,910

 

2,703

 

7. Trade and other receivables

Group

 

Company

 

2025

 

2024

2025

 

2024

£'000

 

£'000

£'000

 

£'000

Trade receivables (net of allowance for expected credit losses)

25,673

 

14,705

1,782

 

2,690

Amounts owed by subsidiary undertakings

-

 

-

10,225

 

8,502

Prepayments (*)

3,265

 

6,061

358

 

313

Other receivables (**)

4,082

 

7,429

11

 

24

Income tax receivable

649

 

686

471

 

577

33,669

 

28,881

12,847

 

12,106

(*) Included in Prepayments in the Group is £1,964,000 (2024 - £4,926,000) for the payment in advance to certain suppliers in relation to contracts within the 'Defence and Security' division. There are no payments in advance within the Company (2024 - nil).

 

(**) Included in Other receivables in the Group is £3,497,000 (2024 - £5,661,000) of costs in relation to obtaining a contract. There are no costs in relation to obtaining a contract within the Company (2024 - nil).

 

(a) Trade receivables

Trade receivables are denominated in the following currencies:

Group

 

Company

 

2025

 

2024

2025

 

2024

£'000

 

£'000

£'000

£'000

Sterling

15,230

 

12,222

1,524

 

2,220

Euro

822

 

1,084

258

 

470

US dollar

9,063

 

867

-

 

-

Other currencies

558

 

532

-

 

-

25,673

 

14,705

1,782

 

2,690

Trade receivables are non-interest bearing, generally have 30 day terms, and are shown net of provision for expected credit losses. The aged analysis of trade receivables after provision for expected credit losses is as follows:

 

 

Group

 

Company

2025

2024

2025

2024

 

 

 

 

 

 

£'000

 

£'000

 

£'000

 

£'000

Not past due

19,426 

13,504

1,718

2,555

< 30 days

715

396

37

83

30-60 days

4,556

92

9

47

60-90 days

49

50

18

5

> 90 days

927

663

-

-

Total

25,673

14,705

1,782

2,690

In the Group, trade receivables with a nominal value of £14,000 (2024 - £15,000) were impaired and fully provided as at 30th April 2025. During the year, expected credit losses of £12,000 (2024 - £21,000) were recovered and expected credit losses of £11,000 (2024 - £nil) were incurred.

In the Company, trade receivables with a nominal value of £11,000 (2024 - £5,000) were impaired and fully provided as at 30th April 2025. During the year, expected credit losses of £5,000 (2024 - £11,000) were recovered and expected credit losses of £11,000 (2024 - £nil) were incurred.

(b) Amounts owed by subsidiary undertakings

All amounts due from Group companies are repayable on demand and are not charged interest. The majority of intercompany balances are to group entities with liquid assets and are capable of being fully repaid on demand, with the exception of loans to 'MSI-Sign Group BV' and 'MSI-Sign Group GmbH' for which an expected credit loss allowance of £2,842,000 (2024 - £3,113,000) is held. It is expected that all such loans will be settled within 12 months of the balance sheet date and the balances have been classified as current assets accordingly.

In terms of the expected credit loss allowance relating to 'MSI-Sign Group B.V.' and 'MSI-Sign Group GmbH' there has been a release of £257,000 (2024 - £1,686,000 charge) during the year.

The directors have assessed the likelihood of default and the loss in the event of default as well as the balance at the reporting date and conclude that there is no further impairment of the receivable.

The amounts receivable at the reporting date can be categorised as:

Company

2025

 

2024

£'000

 

£'000

Amounts due from companies backed by liquid assets

10,225

 

1,898

Amounts due from 'MS INTERNATIONAL Estates Limited'

7,631

 

5,207

Amounts due from 'MS INTERNATIONAL Estates LLC'

861

 

1,397

18,717

 

8,502

 

8. Cash and cash equivalents

 

Group

 

Company

 

2025

 

2024

2025

 

2024

£'000

 

£'000

£'000

 

£'000

Cash at bank and in hand

23,745

 

35,509

9,087

 

9,936

Restricted cash held in Escrow - maturing in more than 90 days

4,038

 

7,170

-

 

 - 

Total cash

27,783

 

42,679

9,087

 

9,936

The balance held in Escrow provides security to both Lloyds Bank plc and Barclays Bank plc in respect of certain guarantees, indemnities, and performance bonds totalling £4,038,000 (2024 - £7,170,000) given by the Group in the ordinary course of business.

The Company is party to a cross guarantee between 'MS INTERNATIONAL plc' and 'MSI-Defence Systems Ltd' which has been put in place to ensure compliance with banking operations.

9. Net funds

 

(a) Analysis of net funds

 

 

 

 

 

 

Group

 

Company

 

2025

 

2024

2025

 

2024

£'000

 

£'000

£'000

 

£'000

 

 

 

 

Cash and cash equivalents

23,745

 

35,509

9,087

 

9,936

Restricted cash held in Escrow

4,038

 

7,170

 

Lease liabilities

(414)

 

(804)

(5,772)

 

(6,401)

27,369

 

41,875

3,315

 

3,535

(b) Group movement in net funds

 

Cash and cash equivalent

 

Restricted cash held in Escrow

 

Lease liabilities

 

Total

At 30th April 2023

12,336

2,917

(1,208)

14,045

Cash flows

23,243

4,253

409

27,905

Foreign exchange adjustments

(70)

32

(38)

Interest

(37)

(37)

At 30th April 2024

 

 

 

 

 

 

35,509

7,170

(804)

41,875

Cash flows

(11,619)

(3,132)

393

(14,358)

Foreign exchange adjustments

(145)

19

(126)

Interest

(22)

(22)

At 30th April 2025

23,745

 

4,038

 

(414)

 

27,369

 

(c) Company movement in net funds

 

 

 

Cash and cash equivalents

 

Lease liabilities

 

Total

At 30th April 2023

8,016

(4,807)

3,209

Cash flows

1,920

817

2,737

New leases

(2,205)

(2,205)

Interest

(206)

(206)

At 30th April 2024

 

 

 

 

 

9,936

(6,401)

3,535

Cash flows

(849)

817

(32)

Interest

(188)

(188)

At 30th April 2025

 

 

9,087

 

(5,772)

 

3,315

 

 

10. Reserves

 

Capital redemption reserve

 

The balance classified as capital redemption reserve represents the nominal value of issued share capital of the Company, repurchased.

 

Other reserves

 

Following the transfer of assets held at valuation by the Company to a subsidiary company, a reserve has been created which is non-distributable. This is equal to the revaluation reserve previously arising.

 

Additionally, it includes the non-distributable retained reserve for the revaluation reserve previously showing in the Company for properties now transferred to other members of the Group.

 

Revaluation reserve

 

The asset revaluation reserve is used to record increases in the fair value of land and buildings and decreases to the extent that such decrease relates to an increase on the same assets previously recognised in equity.

 

Special reserve

 

The special reserve is a distributable reserve created following the cancellation of a share premium account by way of court order in March 1993.

 

Currency translation reserve

 

The foreign currency translation reserve is used to record exchange differences arising from the translation of the financial statements of foreign subsidiaries. It is also used to record the effect of hedging net investments in foreign operations.

 

Treasury shares

 

The treasury share reserve is detailed as follows:

 

2025

 

2024

 

£'000

 

£'000

 

 

 

 

Employee Share Ownership Trust (a)

3

 

37

 

Shares in treasury (b)

7,384

 

3,665

 

7,387

 

3,702

 

(a) The Employee Share Ownership Trust

The Employee Share Ownership Trust ("ESOT") provides for the issue of options over ordinary shares in the Company to Group employees, including executive directors, at the discretion of the Remuneration Committee. The trustee of the ESOT is Ocorian Ltd, an independent company registered in Jersey.

 

At 30th April 2025 the ESOT held 6,045 shares (2024 - 91,048), which represents 0.04% (2024 - 0.56%) of the issued share capital of the Company excluding treasury shares. The market value of these shares was £61,000 (2024 - £829,000) at 30th April 2025.

 

A reconciliation of the movement in the number of shares held by the ESOT is as follows:

 

Number

£'000

Number

£'000

 

 

ESOT shares at 30th April 2023

245,048

100

 

Exercise of LTIP share options

(100,000)

(41)

 

Exercise of CSOP share options

(54,000)

(22)

 

ESOT shares at 30th April 2024

91,048

37

 

Exercise of CSOP share options

(85,003)

(34)

 

ESOT shares at 30th April 2025

 

 

 

6,045

 

3

 

 

 

 

 

 

 

 

 

During the year, 349,007 (2024 - 324,007) share options were exercised by Group employees, of which 85,003 (2024 - 154,000) were satisfied by the transfer of shares from the ESOT. These shares have been valued at a weighted average cost of £0.41 (2024 - £0.41) per share.

 

 

 

 

 

 

 

 

 

The assets, liabilities, income, and costs of the ESOT have been incorporated into the Company's financial statements. Total ESOT costs charged to the income statement in the year amounts to £11,000 (2024 - £29,000). The Company made a payment of £1,000 (2024 - nil) into the ESOT bank accounts during the year.

 

 

 

 

 

 

 

 

 

(b) Shares in treasury

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

A reconciliation of the movement in the Company's own 10p ordinary shares held in treasury is shown below:

 

 

 

 

 

 

Number

 

£'000

 

 

 

 

 

 

 

 

 

Treasury shares at 30th April 2023

 

 

 

1,396,334

 

2,281

 

Purchase of 290,000 shares from pension scheme

 

 

 

290,000

 

1,676

 

Exercise of CSOP share options

 

 

 

(170,007)

 

(292)

 

Treasury shares at 30th April 2024

 

 

 

1,516,327

 

3,665

 

Purchase of 415,000 shares

 

 

 

415,000

 

4,483

 

Exercise of LTIP shares

 

 

 

(100,000)

 

(329)

 

Exercise of CSOP share options

 

 

 

(164,004)

 

(435)

 

Treasury shares at 30th April 2025

 

 

 

1,667,323

 

7,384

 

 

 

 

 

 

 

 

 

On 11th July 2024 and 6th September 2024 the Company purchased 300,000 shares and 115,000 shares (2024 - 290,000) at a price of £11.00 and £9.90 per share respectively (2024 - £5.78), totalling £4,483,000. During the year, 349,007 (2024 - 324,007) share options were exercised, of which 264,004 (2024 - 170,007) were satisfied by the transfer of shares held in treasury by the Company. The share options issued from treasury have been valued at a weighted average cost of £2.89 (2024 - £1.72) per share totalling £764,000 (2024 - £293,000).

 

 

 

11. Contracts with customers

 

 

The Group and Company have recognised the following assets and liabilities relating to contracts with customers:

 

 

Group

Company

 

2025

2024

2025

2024

 

£'000

£'000

£'000

£'000

 

 

Non-current contract assets

428

-

-

 

Current contract assets

7,376

100

 

Contract assets

7,804

100

-

 

-

 

 

Current contract liabilities

(45,670)

(42,616)

(3,092)

(1,784)

 

Non-current contract liabilities

(7,208)

(10,019)

 

Contract liabilities

(52,878)

(52,635)

(3,092)

(1,784)

 

 

 

 

Net contract liabilities

(45,074)

(52,535)

(3,092)

(1,784)

 

 

The increase in contract assets during the year ending 30th April 2025 is as a result of contract retentions, that is, the excess of revenue recognised in profit and loss over invoiced milestones within the contract. At 30th April 2025 there was no provision for expected credit losses relating to contract assets (2024 - nil).

 

 

A reconciliation of the movements in contract liabilities during the year is shown below:

 

 

Group

 

Company

 

£'000

 

£'000

 

 

 

 

 

Contract liabilities as at 30th April 2023

14,585

856

 

New contract liabilities

105,443

5,448

 

Revenue recognised in the year:

 

 - that was included in the contract liability balance as at 30th April 2023

(9,667)

(856)

 

 - relating to new contract liabilities in the year

(57,505)

(3,664)

 

Other movements

(22)

 

Exchange differences

(199)

 

Contract liabilities as at 30th April 2024

52,635

1,784

 

New contract liabilities

79,641

5,679

 

Revenue recognised in the year:

 

 

 - that was included in the contract liability balance as at 30th April 2024

(29,569)

(1,775)

 

 - relating to new contract liabilities in the year

(55,234)

(2,596)

 

Other movements

7,604

 

Exchange differences

(2,199)

 

Contract liabilities as at 30th April 2025

52,878

3,092

 

 

Contract liabilities relate to amounts invoiced on a contract before performance obligations are met and revenue is recognised. Included in the contract liabilities balance at 30th April 2025 is £12,171,000 (2024 - £6,987,000) relating to unpaid invoices.

 

 

Of the existing contracts that were unsatisfied or partially unsatisfied at 30th April 2025, revenue is expected to be recognised as follows:

 

 

Group

Company

 

£'000

£'000

 

 

2026

45,670

3,092

 

2027

4,312

 

2028

379

 

2029

2,517

 

Total

52,878

3,092

 

 

12. Prior year adjustment

 

 

During the year management identified that the Company had not accounted for Part 12 tax relief with respect of share based payments in prior years and the associated deferred tax. The tax relief is equal to the difference between the market value of shares on the date of acquisition less the price paid for the share options. Where the amount any tax deduction, or estimated future tax deduction, exceeds the cumulative equity settled share-based payment charge expense, the current or deferred tax associated with the excess is recognised directly in equity.

 

 

As a result, the current tax adjustment of £206,000 and the deferred tax adjustment of £722,000 in respect of 30th April 2023 have been recognised directly within equity, increasing retained earnings by £928,000. For the year ended 30th April 2024 there has been further adjustments of £371,000 and £364,000 to current tax and deferred tax respectively, giving a cumulative adjustment of £577,000 and £1,086,000, with a corresponding increase to retained earnings and equity of £1,663,000.

 

 

 

 

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