Final Results
RNS Number : 5361MMS International PLC16 July 2026
Chairman's statement
Introduction
An encouraging development we have seen in the last twelve months has been the number of new shareholders investing in the business. I am delighted to welcome them. For their benefit, and to remind longstanding shareholders, in June 2025, I announced the outcome of our internal review of strategic priorities and the decision to focus on our developing 'Defence and Security' division.
This statement, therefore, focuses on that division but also covers the pleasing progress made in the other two divisions, 'Forgings' and the recently merged 'Petrol Station Superstructures and Branding' division.
Operating Environment
In my interim results statement in January, I said that "…I am delighted to tell shareholders that I believe our medium to long term prospects are better than at any time in the Company's history."
I still believe this to be the case despite the unparalleled political turmoil we are witnessing as world economies struggle with growth and the repercussions of the conflict in the Middle East.
We continue to receive substantial international interest for our range of defence and security products, especially our timely combat proven counter-drone capability. This is detailed in the Outlook section of this statement.
Additionally, it's very encouraging that most Governments now regularly state that defence should have a higher priority. However, getting to the point where these objectives translate into firm defence orders is a jump that's taking longer than reasonably anticipated. Anyone with an eye on the political agenda will have seen how Governments are reassessing their defence priorities and objectives against other financial demands.
2025/6 Results
Against this context, I can report similar Group revenues broadly in line with last year of £115.01m (2025 - £117.50m) with a reduced profit before tax of £15.06m (2025 - £20.05m), which was both anticipated and signalled in earlier shareholder communications.
Basic earnings per share were 67.4p (2025 - 90.0p).
The balance sheet has strengthened considerably with cash and cash equivalents of £46.53m (2025 - £27.78m).
The Group order book at the April year end was marginally lower than the previous two years mainly owing to delays in the placing of some substantial anticipated defence orders.
a) 'Defence and Security'
This was a year of resilient performance and continued progress for the division, notwithstanding the delays in worldwide defence procurement decisions. The division delivered sales ahead of budget and maintained strong profitability even though order intake was slow. The US business performed particularly well with continuing success with the US Navy.
b) 'Forgings'
'Forgings' had a challenging year in the UK, US and Brazil owing to the many uncertainties with US tariffs. This resulted in a disruption in the market and pricing became challenging.
Nevertheless, new strategic customers were gained, particularly in the US with our appropriately located facility. The outlook for 'Forgings' is most encouraging.
c) 'Petrol Station Superstructures and Branding'
Our decision to merge the 'Petrol Station Superstructures' and 'Corporate Branding' divisions was announced in October 2025. The legal merger of these two businesses completed at the end of January this year. The merger has already produced new opportunities from cross selling and the UK company has gained new business as a consequence.
Despite the negative effects of the war in Ukraine, our business in Poland remains resilient, particularly as a supplier of EV charging infrastructure programmes across Western Europe.
It's also encouraging that our dedicated branding business in the Netherlands has now returned to profit.
Outlook
a) 'Defence and Security'
Despite the worldwide political and economic uncertainty, we have received our first contract for our newly developed MSI-DS Multi Weapon Station for delivery into the Middle East in 2027.
Following on from the successful trials of the MSI-DS Terrahawk VSHORAD, these systems have been providing vital protection within the Middle East. The MSI-DS Terrahawk has been officially recognised as having provided protection against a significant number of drones within the region during the conflict.
Aside from our success with the US Navy, other significant international Navies continue to express interest with defined requirements. There is hardly a conversation or story worldwide about the future of defence that doesn't refer to drones. Our equipment is at the forefront of counter-drone capabilities, which has stimulated a substantial level of international recognition and interest in our combat proven systems. We anticipate that much of this international interest should convert to orders, which we will, of course, report to shareholders appropriately.
We already have the facilities and capacity to meet this demand when it crystalises in the foreseeable future.
In light of this, we recently appointed a new US Vice President of Business Development, who is suitably qualified with a commitment to develop the US land and naval markets in the long term.
In looking at future financial performance, shareholders should be reminded that our revenue from defence contracts is recognised only once 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 manufacturing and production facilities, the timing of the transfer of control means revenue and profits are not instantly recognised.
b) 'Forgings'
In the US, we have begun supplying a major international fork lift truck manufacturer with fork arms and we are optimistic that orders from their US plants will provide consistent revenues in the future. We have the opportunity and flexibility to supply either from our superb US, UK and Brazilian facilities.
Our manufacturing plants in the UK, US and Brazil provide many strategic options, particularly in a world where tariffs on steel fork arms and low cost Chinese imports remain key issues.
c) 'Petrol Station Superstructures and Branding'
This division has excellent prospects based on the new type of superstructures being designed and built for petrol stations in the UK and Europe. Contemporary sites require an EV facility to complement existing facilities. We are also receiving a growing number of requests for complex structures providing additional road-user facilities such as meeting rooms, car wash facilities and coffee shops.
Our unique database of over 40,000 thousand designs and plans, of both UK and European petrol stations, built up over the last 30 years give us an advantage in terms of immediate access to construction details and gives us a significant competitive advantage in this diverse market.
In the UK Corporate Branding business, we are aware of planned changes by some of the on sites owned and managed by the independent operators, so our pipeline is excellent.
In our corporate branding business in the Netherlands, our customer portfolio has become more widely diversified as we service other markets such as theme parks, hotels, automotive showrooms, and airports as well as petrol stations. This diversification across different sectors has not yet been tested in the UK but our success in Europe will provide a strong impetus when we have the UK capacity to diversify.
We will continue to see the benefits of increasingly being the UK and Eastern Europe market leader in this wide sector.
Progress on Strategic Priorities
Shareholders may recall that early in 2025 we tested the market's appetite for their interest in acquiring our 'Forgings' and 'Petrol Station Superstructures and Branding' businesses. Whilst interest was expressed, mainly from financial buyers, it wasn't at levels that we felt valued the business fairly given their prospects.
Following a sale process, I am pleased to report that, at the time of this announcement, we have encouraging interest from potential buyers for our recently merged 'Petrol Station Superstructures and Branding' business.
Presently, I am not in a position to give more detail as we are currently negotiating with potential buyers but I am hoping that an announcement can be made before the end of the summer.
Meanwhile, we have received unsolicited interest in the 'Forgings' business but have not undertaken a formal sale process. We intend to revisit this once the 'Petrol Station Superstructures and Branding' process is approaching a satisfactory conclusion.
Board Changes
It is with considerable regret and sadness that this will be my last Chairman's statement as I have realised that age brings notable challenges and that I can be of most benefit to the company as an adviser, with substantial experience and knowhow, rather than as an active Board member.
I have been with the Company for over 50 years, the majority of those as Chairman and Chief Executive, and have led the evolution of the Company from an international coal mining equipment business through many changes to its current position as a leading innovative and growing international defence company.
I am honoured that the Board has asked me to assume the title of 'Life President' of the Company and I have signed an agreement which begins immediately so that I am available to help on any issue or initiative.
I will, therefore, be stepping down today from the Board and I am delighted to announce that Anthony Wreford will become the independent Non-Executive Chairman with immediate effect. Anthony first advised our business at the time of the hostile Dobson Park bid for the Company in 1988 and we reengaged with him some two to three years ago as part of our review of strategic priorities. In an independent advisory role, he has played an important part in our recent strategic decisions. His appointment will help a smooth handover given his familiarity with our strategy and our senior management. Further information in accordance with the AIM Rules will be provided in a separate announcement today.
I am also pleased to announce that, with immediate effect, Michael O'Connell has been appointed as Group CEO following his tenure as Group Managing Director. Michael and I have worked together for over 40 years and he is fully aligned with my approach to the business, customer relationships and the principles by which we have grown this business.
This is a brilliant business with tremendous employees and I am so proud of how we have built the Company over the past 40 years. As the largest shareholder in the Company and my strong belief in the Company's prospects, it is my intention to remain a substantial shareholder for the foreseeable future.
I look forward to keeping in touch with employees, customers and shareholders who have supported and contributed to our growth and success. I thank them for the support they have shown me during my tenure as both Chairman and Chief Executive.
Whilst this is, inevitably, a sad day for me, I leave the management of the businesses in very capable hands.
Summary and Final Dividend
As we have previously communicated, these results confirm a year of strategic progress and new opportunities without these being yet reflected in the overall financial performance. I am confident that many of the market barriers that have constrained us last year will ease during the current financial year.
I, therefore, leave the Board confident that our prospects remain excellent.
The Board recommends the payment of a final dividend of 20p per share (2025 - 18p), making a total for the year of 26p per share (2025 - 23p). The dividend is expected to be paid on 18th September 2026 to shareholders on the Register at the close of business on 21st August 2026.
Michael Bell
15th July 2026
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 17th August 2026. The full Annual Report and Accounts will be posted to shareholders no later than 17th August 2026. 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 9th September 2026 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 2026
2026
2025
Continuing operations
Total
Total
£'000
£'000
Revenue
115,007
117,503
Cost of sales
(75,473)
(77,505)
Gross profit
39,534
39,998
Distribution costs
(4,987)
(4,727)
Administrative expenses
(19,727)
(16,476)
Derivative losses
(867)
(73)
(25,581)
(21,276)
Group operating profit
13,953
18,722
Interest received
1,214
1,354
Interest paid
(111)
(26)
1,103
1,328
Profit before taxation
15,056
20,050
Taxation
(4,036)
(5,519)
Profit for the year attributable to equity holders of the parent
11,020
14,531
Basic earnings per share
67.4p
90.0p
Diluted earnings per share
65.7p
87.0p
Consolidated statement of comprehensive income
For the year ended 30th April 2026
2026
2025
Total
Total
£'000
£'000
Profit for the year attributable to equity holders of the parent
11,020
14,531
Exchange differences on retranslation of foreign operations
(777)
435
Net other comprehensive loss to be reclassified to profit or loss in subsequent years
(777)
435
Revaluation of land and buildings
(86)
1,080
Deferred tax on transfer of building
(180)
-
Deferred tax on revaluation surplus on land and buildings
51
52
Net other comprehensive (loss)/income not being reclassified to profit or loss in subsequent years
(215)
1,132
Total comprehensive income for the year attributable to equity holders of the parent
10,028
16,098
Consolidated and company statement of changes in equity
For the year ended 30th April 2026
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 2024
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
Profit for the year
-
-
-
-
-
-
-
11,020
11,020
Other comprehensive (loss)/income
-
-
-
(136)
-
(777)
-
(79)
(992)
Total comprehensive (loss)/income
-
-
-
(136)
-
(777)
-
10,941
10,028
Equity settled share-based payment expense
-
-
-
-
-
-
-
71
71
Deferred tax on share option relief
-
-
-
-
-
-
-
608
608
Exercise of share options
-
-
-
-
-
-
881
(544)
337
Dividends paid
-
-
-
-
-
-
-
(3,922)
(3,922)
Transactions with owners recognised directly in equity
-
-
-
-
-
-
881
(3,787)
(2,906)
At 30th April 2026
1,784
957
2,815
8,110
1,629
(949)
(6,506)
60,471
68,311
(b) Company
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
Profit for the year
-
-
-
-
-
-
-
(77)
(77)
Other comprehensive income
-
-
-
-
-
-
-
-
-
Total comprehensive income
-
-
-
-
-
-
-
(77)
(77)
Equity settled share-based payment expense
-
-
-
-
-
-
-
71
71
Deferred tax on share option relief
-
-
-
-
-
-
-
608
608
Exercise of share options
-
-
-
-
-
-
881
(544)
337
Dividends paid
-
-
-
-
-
-
-
(3,922)
(3,922)
Transactions with owners recognised directly in equity
-
-
-
-
-
-
881
(3,787)
(2,906)
At 30th April 2026
1,784
957
7,620
-
1,629
-
(6,506)
19,112
24,596
Consolidated and company statements of financial position
At 30th April 2026
Group
Company
2026
2025
2026
2025
£'000
£'000
£'000
£'000
ASSETS
Non-current assets
Property, plant and equipment
30,578
30,257
318
1,571
Right-of-use assets
895
385
-
5,421
Intangible assets
2,901
2,367
-
-
Investments in subsidiaries
-
-
15,312
16,449
Deferred income tax asset
4
7
1,115
584
Derivative assets
4
-
4
-
Trade and other receivables
-
-
7,289
8,492
Contract assets
540
428
-
-
34,922
33,444
24,038
32,517
Current assets
Inventories
20,677
30,733
-
3,109
Derivative asset
263
1,134
263
1,134
Trade and other receivables
20,471
33,669
7,362
4,355
Contract assets
4,919
7,376
-
-
Cash and cash equivalents
45,080
23,745
2,050
9,087
Restricted cash held in Escrow
1,446
4,038
-
-
92,856
100,695
9,675
17,685
TOTAL ASSETS
127,778
134,139
33,713
50,202
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
8,110
8,246
-
-
Special reserve
1,629
1,629
1,629
1,629
Currency translation reserve
(949)
(172)
-
-
Treasury shares
(6,506)
(7,387)
(6,506)
(7,387)
Retained earnings
60,471
53,317
19,112
22,976
TOTAL EQUITY SHAREHOLDERS' FUNDS
68,311
61,189
24,596
27,579
Non-current liabilities
Contract liabilities
2,198
7,208
-
-
Deferred income tax liability
2,310
2,242
-
-
Lease liabilities
677
61
-
5,123
Trade and other payables
1,253
623
921
-
6,438
10,134
921
5,123
Current liabilities
Trade and other payables
18,694
15,863
8,196
13,759
Warranty provision
899
929
-
-
Current tax liabilities
1,003
1
-
-
Contract liabilities
32,200
45,670
-
3,092
Lease liabilities
233
353
-
649
53,029
62,816
8,196
17,500
TOTAL EQUITY AND LIABILITIES
127,778
134,139
33,713
50,202
Consolidated and company cash flow statements
For the year ended 30th April 2026
Group
Company
2026
2025
2026
2025
£'000
£'000
£'000
£'000
Profit/(loss) before taxation
15,056
20,050
(5,797)
(537)
Adjustments to reconcile profit/(loss) before taxation to cash generated from operating activities:
Depreciation charge of owned assets and right-of-use assets
2,740
2,514
1,098
1,382
Amortisation charge
138
89
-
-
Profit on disposal of property, plant and equipment
(82)
(194)
(33)
(190)
Profit on disposal of right of use assets
-
-
(374)
-
Loss on transfer of group companies
-
-
2,943
-
Equity settled share-based payment expense
71
78
71
78
Finance income
(1,103)
(1,328)
(5)
(212)
Foreign exchange movements
(1,131)
(117)
-
-
Decrease/(increase) in inventories
10,067
(5,862)
1,422
(1,286)
Decrease/(increase) in receivables
14,994
(13,105)
(1,600)
1,929
Decrease in derivatives
867
73
867
73
Increase/(decrease) in payables
3,431
(3,332)
(1,105)
3,666
(Decrease)/increase in contract liabilities
(18,256)
2,055
(2,299)
1,308
Cash generated from operating activities
26,792
921
(4,812)
6,211
Net interest received
1,136
1,350
133
399
Taxation (paid)/received
(1,915)
(5,520)
572
193
Net cash inflow/(outflow) from operating activities
26,013
(3,249)
(4,107)
6,803
Investing activities
Dividends received from subsidiaries
-
-
5,000
1,500
Purchase of property, plant and equipment
(2,716)
(3,733)
(253)
(932)
Purchase of intangible assets
(673)
(18)
-
-
Proceeds on disposal of property, plant and equipment
127
281
84
236
Cash disposed on transfer of divisions to group companies
-
-
(3,458)
-
Investment in shares of subsidiary company
-
-
(105)
-
Decrease in cash held in the Escrow account maturing in more than 90 days
2,592
3,132
-
-
Net cash (outflow)/inflow from investing activities
(670)
(338)
1,268
804
Financing activities
Buy back of own shares
-
(4,483)
-
(4,483)
Money received from the exercise of share options
337
351
337
351
Lease payments
(471)
(393)
(613)
(817)
Dividends paid
(3,922)
(3,507)
(3,922)
(3,507)
Net cash outflow from financing activities
(4,056)
(8,032)
(4,198)
(8,456)
Increase/(decrease) in cash and cash equivalents
21,287
(11,619)
(7,037)
(849)
Opening cash and cash equivalents
23,745
35,509
9,087
9,936
Exchange differences on cash and cash equivalents
48
(145)
-
-
Closing cash and cash equivalents
45,080
23,745
2,050
9,087
The financial information set out above does not constitute the Company's statutory accounts for the periods ended 30th April 2026 or 30th April 2025 but is derived from those accounts. Statutory accounts for 2025 have been delivered to the Registrar of Companies and those for 2026 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 2026 and 30th April 2025. 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 three trading divisions during the years ended 30th April 2026 and 30th April 2025. This includes 'Defence and Security', 'Forgings', and 'Petrol Station Superstructures and Branding'. Following a restructure of the Group during the year, the previously reported 'Corporate Branding' segment now forms part of the 'Petrol Station Superstructures and Branding' segment. With effect from the current financial year, the two former divisions now constitute a single operating segment and this change resulted from the operational integration under single management. Accordingly, the prior year has also been restated for comparative purposes.
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
Security'
'Forgings'
'Petrol Station Superstructures and Branding'
Total
2026
2025
2026
2025
2026
2025
2026
2025
£'000
£'000
£'000
£'000
£'000
£'000
£'000
£'000
Segmental revenue
Total revenue
71,598
82,449
13,446
13,770
30,193
21,836
115,237
118,055
Revenue from other segments
-
-
-
-
(230)
(552)
(230)
(552)
Revenue from external customers
71,598
82,449
13,446
13,770
29,963
21,284
115,007
117,503
Revenue recognised at a point in time
62,651
77,901
13,446
13,770
29,963
21,284
106,060
112,955
Revenue recognised over time
8,947
4,548
-
-
-
-
8,947
4,548
Revenue from external customers
71,598
82,449
13,446
13,770
29,963
21,284
115,007
117,503
Segment result
Operating profit/(loss)
12,762
17,740
(547)
573
1,738
409
13,953
18,722
Segmental assets
Assets attributable to segments
80,269
82,770
5,851
6,603
15,403
17,674
101,523
107,047
Unallocated assets*
26,255
27,092
Total assets
127,778
134,139
Segmental liabilities
Liabilities attributable to segments
44,716
58,101
2,145
1,435
7,073
7,976
53,934
67,512
Unallocated liabilities*
5,533
5,438
Total liabilities
59,467
72,950
Other segmental information
Capital expenditure
2,296
2,898
19
378
401
457
2,716
3,733
Depreciation
1,234
1,000
530
594
976
920
2,740
2,514
Amortisation
95
46
-
-
43
43
138
89
* 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 location for the years ended 30th April 2026 and 30th April 2025. The Group's geographical segments are based on the location of the Group's divisions.
United Kingdom
Europe
USA
South America
Total
2026
2025
2026
2025
2026
2025
2026
2025
2026
2025
£'000
£'000
£'000
£'000
£'000
£'000
£'000
£'000
£'000
£'000
External revenue by origin
59,949
80,124
9,319
6,563
43,894
28,829
1,845
1,987
115,007
117,503
Non-current assets
26,563
25,509
3,219
2,775
5,133
5,121
7
39
34,922
33,444
Current assets
82,017
78,828
3,419
2,938
6,494
17,986
926
943
92,856
100,695
Liabilities
39,186
41,773
3,130
2,410
17,093
28,649
58
118
59,467
72,950
Capital expenditure
2,180
3,580
-
54
536
95
-
4
2,716
3,733
Revenue disaggregated by customer base is shown as follows:
2026
2025
£'000
%
£'000
%
United Kingdom
38,776
34%
21,899
19%
Asia and Middle East
16,599
14%
46,756
40%
USA
43,802
38%
28,829
25%
Europe
13,778
12%
17,072
14%
South America
1,955
2%
2,876
2%
Rest of World
97
0%
71
0%
Total revenue
115,007
100%
117,503
100%
The Group's largest customer, which is reported in the 'Defence and Security' division, contributed 17.7% to the Group's revenue (2025 - 37.1% from a different customer). The Group's second and third largest customer, also reported in the 'Defence and Security' division, were the only other customers that contributed more than 10% to the Group's revenue as shown in the table below.
2026
2025
£'000
%
£'000
%
'Defence and Security' - Customer 1
20,301
17.7%
4,383
3.7%
'Defence and Security' - Customer 2
12,795
11.1%
15,996
13.6%
'Defence and Security' - Customer 3
11,818
10.3%
43,546
37.1%
Other customers contributing less than 10% of turnover
70,093
60.9%
53,578
45.6%
Total revenue
115,007
100%
117,503
100%
2. Derivative financial instruments
The Group and Company have in place a number of forward currency contracts in respect of USD denominated cash inflows in the 'Defence and Security' division. During the year, forward currency contracts totalling $28,250,000 at an average exchange rate of 1.3195 have been taken out.
The Group and Company has chosen not to adopt hedge accounting with respect to forward exchange contracts and as a result a loss of £867,000 (2025 - £73,000 loss) arising from the change in the fair value of the contracts has been included within operating profit.
2026
US Dollar
Sterling
Average forward rate
Change in fair value
$'000
£'000
£'000
Non-current derivative asset
269
204
1.3210
4
Current derivative asset
14,271
10,807
1.3206
263
Total
14,540
11,011
1.3206
267
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
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
2026
2025
2026
2025
Number
Number
Number
Number
Production
237
253
69
73
Technical
79
81
19
21
Distribution
27
28
2
2
Administration
94
92
42
40
437
454
132
136
(a) Staff costs
Including executive directors, employment costs were as follows:
Group
Company
2026
2025
2026
2025
£'000
£'000
£'000
£'000
Wages and salaries
26,597
25,633
8,878
9,328
Social security costs
5,743
3,562
2,497
896
Pension costs
826
834
342
398
Redundancy costs
160
15
-
-
Equity settled share-based payment expense
71
78
71
78
Cash settled share-based payment provision
457
330
457
330
33,854
30,452
12,245
11,030
(b) Directors' emoluments
2026
2025
£'000
£'000
Short-term employee benefits
4,993
3,735
Pension contributions
78
133
Gain on exercise of share options
842
1,385
5,913
5,253
During the year one executive director (2025 - two directors) exercised LTIP share options totalling 50,000 (2025 - 100,000) at an exercise price of £0 (2025 - £0) per share. The gain on these options was the difference between the market price at the date of exercise of £12.25 (2025 - £9.75 to £11.50 per share), and the exercise price of £0 (2025 - £0) per share.
Between July 2025 and October 2025 four directors exercised CSOP share options totalling 26,664 (2025 - 38,334) 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 £11.00 per share to £14.40 per share (2025 - £9.75 to £11.50 per share), and the exercise price of £1.41 (2025 - £1.41) per share.
4. Taxation
(a) Tax expense
The charge for taxation comprises:
2026
2025
£'000
£'000
Current tax
United Kingdom corporation tax
2,261
5,495
Foreign corporation tax
1,156
275
Adjustments in respect of previous years
63
(155)
Group current tax expense
3,480
5,615
Deferred tax
Origination and reversal of temporary differences
659
(41)
Adjustments in respect of previous years
(103)
(55)
Group deferred tax expense/(credit)
556
(96)
Total tax expense on profit
4,036
5,519
Tax relating to items charged to other comprehensive income:
2026
2025
£'000
£'000
Deferred tax on revaluation surplus on land and buildings
129
(52)
Deferred tax expense/(credit) in the Consolidated statement of comprehensive income
129
(52)
Tax relating to items charged directly to equity:
2026
2025
£'000
£'000
Deferred tax on share option relief
(608)
(192)
Total tax credit charged directly to equity
(608)
(192)
(b) Factors affecting the tax charge for the year
The tax charge assessed for the year is higher than (2025 - higher than) the standard rate of corporation tax in the UK of 25% (2025 - 25%). The differences are explained below:
2026
2025
£'000
£'000
Profit before tax
15,056
20,050
Profit multiplied by standard rate of corporation tax of 25% (2025 - 25%)
3,764
5,013
Effects of:
Expenses not deductible for tax purposes
234
327
Adjustments in respect of overseas tax rates
(6)
21
Unrecognised tax losses
69
367
Dual residency tax
15
1
Current tax adjustment in respect of previous years
63
(155)
Deferred tax adjustment in respect of previous years
(103)
(55)
Total taxation expense for the year
4,036
5,519
(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 67.4p (2025 - 90.0p) is based on the profit for the year attributable to equity holders of the parent of £11,020,000 (2025 - £14,531,000) and on a weighted average number of ordinary shares in issue of 16,351,904 (2025 - 16,153,308). At 30th April 2026 there were 692,901 (2025 - 720,870) dilutive shares on option with an effect of 413,177 (2025 - 545,606) giving a diluted earnings per share of 65.7p (2025 - 87.0p).
2026
2025
Number of ordinary shares in issue at start of the year
17,841,073
17,841,073
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
(4,686)
(19,105)
Less weighted average number of shares purchased by the Company
(1,484,483)
(1,668,660)
Weighted average number of shares to be used in basic EPS calculation
16,351,904
16,153,308
Dilutive effect of 692,901 (2025 - 720,870) shares on option
413,177
545,606
Weighted average diluted shares
16,765,081
16,698,914
Profit for the year attributable to equity holders of the parent in £
11,020,000
14,531,000
Basic earnings per share
67.4p
90.0p
Diluted earnings per share
65.7p
87.0p
6. Dividends paid and proposed
2026
2025
£'000
£'000
Declared and paid during the year:
Final dividend for 2025: 18p (2024 - 16.5p)
2,938
2,703
Interim dividend for 2026: 6p (2025 - 5p)
984
804
3,922
3,507
Proposed for approval by shareholders at the AGM:
Final dividend for 2026: 20p (2025 - 18p)
3,286
2,910
7. Trade and other receivables
Current trade and other receivables
Group
Company
2026
2025
2026
2025
£'000
£'000
£'000
£'000
Trade receivables (net of allowance for expected credit losses)
14,130
25,673
-
1,782
Amounts owed by subsidiary undertakings
-
-
6,445
1,733
Prepayments (*)
3,032
3,265
75
358
Other receivables (**)
3,203
4,082
106
11
Income tax receivable
106
649
736
471
20,471
33,669
7,362
4,355
(*) Included in Prepayments in the Group is £1,690,000 (2025 - £1,964,000) 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 (2025 - nil).
(**) Included in Other receivables in the Group is £1,780,000 (2025 - £3,497,000) of costs in relation to obtaining a contract, which will be expensed to profit and loss in line with future recognition of revenue on certain contracts. There are no costs in relation to obtaining a contract within the Company (2025 - nil).
Non-current trade and other receivable
Group
Company
2026
2025
2026
2025
£'000
£'000
£'000
£'000
Amounts owed by subsidiary undertakings
-
-
7,289
8,492
Total non-current trade and other receivables
-
-
7,289
8,492
(a) Trade receivables
Trade receivables are denominated in the following currencies:
Group
Company
2026
2025
2026
2025
£'000
£'000
£'000
£'000
Sterling
10,281
15,230
-
1,524
Euro
1,723
822
-
258
US dollar
1,605
9,063
-
-
Other currencies
521
558
-
-
14,130
25,673
-
1,782
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
2026
2025
2026
2025
£'000
£'000
£'000
£'000
Not past due
8,354
19,426
-
1,718
< 30 days
1,272
715
-
37
30-60 days
273
4,556
-
9
60-90 days
92
49
-
18
> 90 days
4,139
927
-
-
Total
14,130
25,673
-
1,782
In the Group, trade receivables with a nominal value of £716,000 (2025 - £14,000) were impaired and fully provided as at 30th April 2026. During the year, expected credit losses of £13,000 (2025 - £12,000) were recovered and expected credit losses of £715,000 (2025 - £11,000) were incurred.
In the Company, trade receivables with a nominal value of £15,000 (2025 - £11,000) were impaired and fully provided as at 31st January 2026, being the date the net assets of the trading divisions 'MSI-Forks', 'Global-MSI' and 'Petrol Sign' were transferred to subsidiary companies. During the year, expected credit losses of £nil (2025 - £5,000) were recovered and expected credit losses of £4,000 (2025 - £11,000) were incurred. At the balance sheet date there were no trade receivables outstanding in the Company.
(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 £2,081,000 (2025 - £2,842,000) 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 £761,000 (2025 - £257,000 release) during the year.
The loans to 'MS INTERNATIONAL Estates Limited' and 'MS INTERNATIONAL Estates LLC', which although are repayable on demand, are supported by properties which are not immediately realisable. As a result they have been classified within non-current trade and other payables.
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
2026
2025
£'000
£'000
Current: amounts due from companies backed by liquid assets
6,445
1,733
Non-current: amounts due from 'MS INTERNATIONAL Estates Limited'
7,289
7,631
Non-current: amounts due from 'MS INTERNATIONAL Estates LLC'
-
861
13,734
10,225
8. Cash and cash equivalents
Group
Company
2026
2025
2026
2025
£'000
£'000
£'000
£'000
Cash at bank and in hand
45,080
23,745
2,050
9,087
Restricted cash held in Escrow - maturing in more than 90 days
1,446
4,038
-
-
Total cash
46,526
27,783
2,050
9,087
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 £1,446,000 (2025 - £4,038,000) 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
2026
2025
2026
2025
£'000
£'000
£'000
£'000
Cash and cash equivalents
45,080
23,745
2,050
9,087
Restricted cash held in Escrow
1,446
4,038
-
-
Lease liabilities
(910)
(414)
-
(5,772)
45,616
27,369
2,050
3,315
(b) Group movement in net funds
Cash and cash equivalent
Restricted cash held in Escrow
Lease liabilities
Total
£'000
£'000
£'000
£'000
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
Cash flows
21,287
(2,592)
471
19,166
New leases
-
-
(981)
(981)
Cancellation of leases
-
-
70
70
Foreign exchange adjustments
48
-
(23)
25
Interest
-
-
(33)
(33)
At 30th April 2026
45,080
1,446
(910)
45,616
(c) Company movement in net funds
Cash and cash equivalents
Lease liabilities
Total
£'000
£'000
£'000
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
Cash flows
(7,037)
613
(6,424)
Transfer of leases to group companies
-
5,286
5,286
Interest
-
(127)
(127)
At 30th April 2026
2,050
-
2,050
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:
2026
2025
£'000
£'000
Employee Share Ownership Trust (a)
2
3
Shares in treasury (b)
6,504
7,384
6,506
7,387
(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 2026 the ESOT held 4,045 shares (2025 - 6,045), which represents 0.02% (2025 - 0.04%) of the issued share capital of the Company excluding treasury shares. The market value of these shares was £68,000 (2025 - £61,000) at 30th April 2026.
A reconciliation of the movement in the number of shares held by the ESOT is as follows:
Number
£'000
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
Exercise of CSOP share options
(2,000)
(1)
ESOT shares at 30th April 2026
4,045
2
During the year, 264,139 (2025 - 349,007) share options were exercised by Group employees, of which 2,000 (2025 - 85,003) were satisfied by the transfer of shares from the ESOT. These shares have been valued at a weighted average cost of £0.41 (2025 - £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 £9,000 (2025 - £11,000). The Company made no payments (2025 - £1,000) into the ESOT bank accounts during the year. Details of the outstanding share options for directors are included in the Directors' remuneration report.
(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 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
Exercise of LTIP shares
(50,000)
(168)
Exercise of CSOP share options
(212,139)
(712)
Treasury shares at 30th April 2026
1,405,184
6,504
During the year, 264,139 (2025 - 349,007) share options were exercised, of which 262,139 (2025 - 264,004) were satisfied by the transfer of shares held in treasury by the Company. The share issued from treasury have been valued at a weighted average cost of £3.36 (2025 - £2.89) per share totalling £880,000 (2025 - £764,000).
11. Contracts with customers
The Group and Company have recognised the following assets and liabilities relating to contracts with customers:
Group
Company
2026
2025
2026
2025
£'000
£'000
£'000
£'000
Non-current contract assets
540
428
-
-
Current contract assets
4,919
7,376
-
-
Contract assets
5,459
7,804
-
-
Current contract liabilities
(32,200)
(45,670)
-
(3,092)
Non-current contract liabilities
(2,198)
(7,208)
-
-
Contract liabilities
(34,398)
(52,878)
-
(3,092)
Net contract liabilities
(28,939)
(45,074)
-
(3,092)
At 30th April 2026 there was no provision for expected credit losses relating to contract assets (2025 - 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 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 2025
(29,569)
(1,775)
- relating to new contract liabilities in the year
(55,234)
(2,596)
Transfer of retentions to contract assets
7,604
-
Exchange differences
(2,199)
-
Contract liabilities as at 30th April 2025
52,878
3,092
New contract liabilities
55,519
2,543
Revenue recognised in the year:
- that was included in the contract liability balance as at 30th April 2025
(44,859)
(3,092)
- relating to new contract liabilities in the year
(26,565)
(1,750)
Transfer of retentions to contract assets
(2,345)
-
Transfer of contract liabilities to group company
-
(793)
Exchange differences
(230)
-
Contract liabilities as at 30th April 2026
34,398
-
Contract liabilities relate to amounts invoiced on a contract before performance obligations are met and revenue is recognised. Included in the contract liabilities balance as at 30th April 2026 is £7,823,000 (2025 - £12,171,000) relating to unpaid invoices. As the contracts are non-cancellable, they have not been netted off against trade debtors.
Of the existing contracts that were unsatisfied or partially unsatisfied at 30th April 2026, revenue is expected to be recognised as follows:
Group
Company
£'000
£'000
2027
32,200
-
2028
2,198
-
2029
-
-
Total
34,398
-
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