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REG - MS International PLC - Annual Financial Report

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RNS Number : 3728Q  MS International PLC  28 June 2022

 

Chairman's statement

 

 

 

Results and Review

 

It is a pleasure to report that, for the year ended 30(th) April 2022, the
Company attained considerable progress across the Group's divisions, resulting
in a significantly improved pre-tax profit of £5.97m (2021-£1.59m) on
increased revenue of £74.52m (2021-£61.54m).

 

Basic earnings per share amounted to 30.9p, (2021- 7.2p). The balance sheet
was further strengthened with cash and cash equivalents rising to £18.1m
(2021 - £17.4m).

 

The Group has made a strong recovery post the many constraints imposed by
Covid. This, I believe, demonstrates the tangible benefits of operating an
optimistic, long-term investment and support strategy, that we practice daily,
to support and encourage the respective management teams that directly oversee
the operations of our diverse businesses.

 

During the period under review, two common themes continued to feature across
all divisions, namely the prolonged negative effects of the global pandemic
and extended periods of limited availability of materials and components. Such
issues required close and constant monitoring by our management teams to
ensure sustained high-quality sales output. A job well done by everyone.

 

 

'Defence'

 

This was a remarkable year of great achievements for this division,
highlighted by the phased manufacture and delivery of the first 7 of 8 No
MSI-DS30mm naval weapon systems to the United States Navy. This was achieved
in a timely manner to facilitate our customer's comprehensive test and
certification programme of the MSI product. The anticipated successful
prototype testing of the MSI weapon system, is the precursor to a highly
prized sole source 'Follow-on Production Contract'. Presently, all trials are
going to plan and positive progress is being made.

 

In the UK, our new 'state of the art' Norwich manufacturing facility is in the
final phase of completion, whilst, in the United States of America, we are in
the early stages of our programme to establish an appropriate product support
resource for our weapon systems, along-side our contemporary forging
facilities, in South Carolina. These projects are essential to support our
perceived growing defence opportunities in the United States.

 

We also firmly believe that our 'state of the art' weapon system will
significantly enhance the capability and protection of the Royal Navy, once a
forward-looking decision is made to upgrade their existing historic, small
calibre weapons systems. We stand ready, with our modern manufacturing
facilities and proven international capabilities, to work with the UK MOD to
meet such requirements.

 

'Forgings'

 

This division also performed extremely well, successfully navigating the
disrupted, and constantly changing, international business environment. There
is little doubt that having established contemporary automated 'local'
production facilities - in the UK and both North and South America, -
successfully enabled MSI to welcome and secure many customers that had
previously procured product from China.

 

 'Petrol Station Superstructures' - mobility hubs

 

Operations in both the UK and the Poland performed resiliently against a
prevailing uncertain backdrop. Despite the challenges, the division continued
to make great progress, pleasingly exceeding management's revenue forecasts.
Many forecourt operators have continued to develop their sites to incorporate
a substantial grocery store and catering facility and Global-MSI designed,
manufactured and erected many such structures during the period.

 

As with all construction orientated businesses, the negative impact of the
lack of readily available materials and their associated fluctuating costs,
became a major factor in terms of managing day to day operations. Such
disruptive circumstances necessitated some contracts to be re-negotiated to
the mutual satisfaction of all parties.

 

'Corporate Branding'

This division traded at similar levels to the prior year, as commercial
activity remained seriously constrained across mainland Europe's national
borders. We took action to restructure the division's operations in both The
Netherlands and Germany and much has been achieved as a result, leaving it
better geared to the current needs of the market. Pleasingly, the UK based
business has continued to prosper, gaining market share and expanding
operational capabilities and facilities.

 

 

Outlook

 

'Defence'

 

Foremost, we look forward with confidence to a favourable report on our 30mm
naval weapon system, presently on approval test by the US Navy.

 

Furthermore, recent events have served to focus attention on the need for
appropriate national security to combat potential lethal land-based threats.
We believe that, as our additional 'in-house' product developments come to
fruition, there will be numerous opportunities across international markets to
supply our, tested and proven, land-based defence equipment.

 

'Forgings'

 

Demand for our high quality, forged products is increasing, as customers seek
assured and dependable security of supply. To that end, we will continue to
invest in further automating our manufacturing facilities in the UK, the
United States and South America.

 

'Petrol Station Superstructures'

 

The markets we serve are vigorously embracing change, not only in the
development of providing and dispensing alternative fuel types but also in
broadening their provision of services to include groceries and catering
facilities. The development expertise and scale of the buildings required to
dispense such services are most appropriate to the designs, manufacturing and
erection skills of Global-MSI. We expect further growth opportunities for both
our UK and Polish operations.

 

'Corporate Branding'

 

We have completed restructuring in The Netherlands and Germany and expanded
our UK operations. So, now that inter-country business activity across
mainland Europe has been restored, we are cautiously optimistic that we will
achieve a more profitable division this year.

 

Pleasingly, we have already received instructions from a number of major
customers to speedily recommence projects, that they had put 'on hold', owing
to the scale and duration of the pandemic.

 

Summary

 

We believe that we have placed each of our businesses in a strong and exciting
position within the markets which we serve. Close monitoring of performance
and further support in the development of new products and services will, no
doubt, bring further rewards.

 

All matters considered the Board recommends the payment of a final dividend of
7.5p per share (2021 - 6.5p) making a total for the year of 9.25p (2021 -
8.25p).

 

The final dividend is expected to be paid on the 12th August 2022, to those
shareholders on the register at the close of business on the 15th July 2022.

 

Michael Bell

27(th) June 2021

 

 

 

 

 MS INTERNATIONAL plc
 Michael Bell                                      Tel: 01302 322133

 Shore Capital (Nominated Adviser and Broker)
 Patrick Castle                                    Tel: 020 7408 4090
 Daniel Bush

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 5(th) July, 2022. The full
Annual Report and Accounts will be posted to shareholders in the week
commencing 11(th) July, 2022. 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 28(th) July, 2022 at The Holiday Inn, Warmsworth,
Doncaster.

 Consolidated income statement
 For the year ended 30th April, 2022
                                                                                                                                       2022            2021
 Continuing operations                                                                                                                 Total           Total
                                                                                                                                       £'000           £'000

 Revenue                                                                                                                               74,524          61,539
 Cost of sales                                                                                                                         (54,121)        (44,218)
 Gross profit                                                                                                                          20,403          17,321

 Distribution costs                                                                                                                    (3,304)         (2,581)
 Administrative expenses                                                                                                               (12,097)        (12,954)
 Other operating income                                                                                                                1,185           -
                                                                                                                                       (14,216)        (15,535)
 Group operating profit                                                                                                                6,187           1,786

 Share of net profit of joint venture                                                                                                  -               28
 Interest received                                                                                                                     1               10
 Interest paid                                                                                                                         (95)            (92)
 Other finance costs - pensions                                                                                                        (126)           (140)
                                                                                                                                       (220)           (222)
 Profit before taxation                                                                                                                5,967           1,592
 Taxation                                                                                                                              (1,035)         (415)
 Profit for the year attributable to equity holders of the parent                                                                      4,932           1,177

 Basic earnings per share                                                                                                              30.9p           7.2p
 Diluted earnings per share                                                                                                            29.6p           7.0p

 Consolidated statement of comprehensive income
 For the year ended 30th April, 2022

                                                                                                                                       2022            2021
                                                                                                                                       Total           Total
                                                                                                                                       £'000           £'000

 Profit for the year attributable to equity holders of the parent                                                                      4,932           1,177
 Exchange differences on retranslation of foreign operations                                                                           (603)           (38)
 Net other comprehensive loss to be reclassified to profit or loss in                                                                  (603)           (38)
 subsequent years
 Remeasurement gains on defined benefit pension scheme                                                                                 1,601           1,213
 Deferred tax on remeasurement on defined benefit scheme                                                                               (145)           (230)
 Revaluation of land and buildings                                                                                                     3,868           -
 Deferred tax on revaluation surplus on land and buildings                                                                             (798)           -
 Net other comprehensive income not being reclassified to profit or loss in                                                            4,526           983
 subsequent years

 Total comprehensive income for the year attributable to equity holders of the                                                         8,855           2,122
 parent

 

 

 Consolidated and company statement of changes in equity
 For the year ended 30th April, 2022
                                               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, 2020                           1,840                  901                             2,815           6,055                    1,629                224                               (3,059)              19,723                 30,128
 Profit for the year                           -                      -                               -               -                        -                    -                                 -                    1,177                  1,177
 Other comprehensive (loss)/income             -                      -                               -               -                        -                    (38)                              -                    983                    945
 Total comprehensive (loss)/income             -                      -                               -               -                        -                    (38)                              -                    2,160                  2,122
 Dividends paid                                -                      -                               -               -                        -                    -                                 -                    (578)                  (578)
 Purchase of own shares                        -                      -                               -               -                        -                    -                                 (636)                -                      (636)
 Cancellation of shares                        (56)                   56                              -               -                        -                    -                                 906                  (906)                  -
 At 30th April, 2021                           1,784                  957                             2,815           6,055                    1,629                186                               (2,789)              20,399                 31,036
 Profit for the year                           -                      -                               -               -                        -                    -                                 -                    4,932                  4,932
 Other comprehensive income/(loss)             -                      -                               -               3,868                    -                    (603)                             -                    658                    3,923
 Total comprehensive income/(loss)             -                      -                               -               3,868                    -                    (603)                             -                    5,590                  8,855
 Dividends paid                                -                      -                               -               -                        -                    -                                 -                    (1,316)                (1,316)
 At 30th April, 2022                           1,784                  957                             2,815           9,923                    1,629                (417)                             (2,789)              24,673                 38,575
 (b) Company
 At 30th April, 2020                           1,840                  901                             7,620           -                        1,629                -                                 (3,059)              15,618                 24,549
 Profit for the year                           -                      -                               -               -                        -                    -                                 -                    1,548                  1,548
 Other comprehensive income                    -                      -                               -               -                        -                    -                                 -                    899                    899
 Total comprehensive income                    -                      -                               -               -                        -                    -                                 -                    2,447                  2,447
 Dividends paid (note 10)                      -                      -                               -               -                        -                    -                                 -                    (578)                  (578)
 Purchase of own shares (note 22)              -                      -                               -               -                        -                    -                                 (636)                -                      (636)
 Cancellation of shares                        (56)                   56                              -               -                        -                    -                                 906                  (906)                  -
 At 30th April, 2021                           1,784                  957                             7,620           -                        1,629                -                                 (2,789)              16,581                 25,782
 Profit for the year                           -                      -                               -               -                        -                    -                                 -                    3,362                  3,362
 Other comprehensive income                    -                      -                               -               -                        -                    -                                 -                    1,232                  1,232
 Total comprehensive income                    -                      -                               -               -                        -                    -                                 -                    4,594                  4,594
 Dividends paid                                -                      -                               -               -                        -                    -                                 -                    (1,316)                (1,316)
 At 30th April, 2022                           1,784                  957                             7,620           -                        1,629                -                                 (2,789)              19,859                 29,060

 

 

 Consolidated and company statements of financial position
 At 30th April, 2022
                                        Group                     Company
                                        2022         2021         2022          2021
                                        £'000        £'000        £'000         £'000
 ASSETS
 Non-current assets
 Property, plant and equipment          24,537       19,113       1,017         935
 Right-of-use assets                    1,479        530          5,029         5,486
 Intangible assets                      3,002        3,558         -             -
 Investments in subsidiaries             -            -           18,126        17,313
 Investment in joint venture            34           36            -             -
 Deferred income tax asset              1,435        1,606        1,374         1,600
                                        30,487       24,843       25,546        25,334
 Current assets
 Inventories                            16,327       12,423       2,592         1,498
 Trade and other receivables            11,396       9,369        15,394        16,135
 Contract assets                        1,773        1,998         -             -
 Income tax receivable                  6            194           -            141
 Prepayments                            1,352        2,010        218           543
 Cash and cash equivalents              18,092       17,390       3,258         943
 Restricted cash held in Escrow         1,158        6,165         -             -
                                        50,104       49,549       21,462        19,260

 TOTAL ASSETS                           80,591       74,392       47,008        44,594

 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                    9,923        6,055         -             -
 Special reserve                        1,629        1,629        1,629         1,629
 Currency translation reserve           (417)        186           -             -
 Treasury shares                        (2,789)      (2,789)      (2,789)       (2,789)
 Retained earnings                      24,673       20,399       19,859        16,581
 TOTAL EQUITY SHAREHOLDERS' FUNDS       38,575       31,036       29,060        25,782
 Non-current liabilities
 Defined benefit pension liability      4,720        7,095        4,720         7,095
 Deferred income tax liability          2,578        1,553         -             -
 Lease liabilities                      1,158        380          4,807         5,214
                                        8,456        9,028        9,527         12,309
 Current liabilities
 Trade and other payables               14,176       12,410       7,068         5,234
 Contract liabilities                   18,329       21,192       622           874
 Income tax payable                     702          561          324            -
 Lease liabilities                      353          165          407           395
                                        33,560       34,328       8,421         6,503

 TOTAL EQUITY AND LIABILITIES           80,591       74,392       47,008        44,594

 

 Consolidated and company cash flow statements
 For the year ended 30th April, 2022
                                                                                                                     Group                             Company
                                                                                                                     2022             2021             2022                      2021
                                                                                                                     £'000            £'000            £'000                     £'000

 Profit before taxation                                                                                              5,967            1,592            2,509                     92
 Adjustments to reconcile profit before taxation to cash generated from
 operating activities:
 Past service pension costs                                                                                            -              205                -                       205
 Depreciation charge of owned assets and right-of-use assets                                                         1,746            1,666            931                       895
 Amortisation charge                                                                                                 227              237                -                         -
 Impairment of goodwill                                                                                              349              348                -                         -
 Write off of acquired goodwill                                                                                        -              8                  -                         -
 Profit on sale of fixed assets                                                                                      (169)            (74)             (163)                     (61)
 Share of net profit of joint venture                                                                                  -              (28)               -                         -
 Termination of lease                                                                                                  -              (7)                -                         -
 Finance costs                                                                                                       220              222              292                       366
 Foreign exchange (losses)/gains                                                                                     (142)            516                -                         -
 (Increase)/decrease in inventories                                                                                  (3,657)          3,377            (1,094)                   44
 (Increase)/decrease in receivables                                                                                  (1,541)          (6,834)          19                        37
 Decrease/(increase) in prepayments                                                                                  611              (237)            325                       (246)
 Increase in payables                                                                                                1,340            1,162            1,518                     1,296
 (Decrease)/increase in progress payments                                                                            (3,660)          7,824            (252)                     (163)
 Pension fund payments                                                                                               (900)            (600)            (900)                     (600)
 Cash generated from operating activities                                                                            391              9,377            3,185                     1,865
 Net interest paid                                                                                                   (43)             (52)             (1)                       (49)
 Taxation (paid)/received                                                                                            (447)            460              151                         -
 Net cash (outflow)/inflow from operating activities                                                                 (99)             9,785            3,335                     1,816

 Investing activities
 Payments for acquisitions, net of cash acquired                                                                       -              (89)               -                         -
 Dividends received from subsidiaries                                                                                  -                -              1,249                     1,498
 Purchase of property, plant and equipment                                                                           (2,703)          (781)            (578)                     (268)
 Purchase of intangible assets                                                                                       (54)             -                -                         -
 Proceeds on disposal of property, plant and equipment                                                               227              97                185                      62
 Decrease/(increase) in cash held in the Escrow account maturing in more than                                        5,007            (6,165)          -                           -
 90 days
 Net cash inflow/(outflow) from investing activities                                                                 2,477            (6,938)            856                     1,292
 Financing activities
 Purchase of own shares                                                                                                -              (636)            -                         (636)
 Lease payments                                                                                                      (405)            (327)            (560)                     (560)
 Dividends paid                                                                                                      (1,316)          (578)              (1,316)                 (578)
 Net cash outflow from financing activities                                                                          (1,721)          (1,541)          (1,876)                   (1,774)
 Increase in cash and cash equivalents                                                                               657              1,306            2,315                     1,334
 Opening cash and cash equivalents/(bank overdraft)                                                                  17,390           16,125           943                       (391)
 Exchange differences on cash and cash equivalents                                                                   45               (41)             -                           -
 Closing cash and cash equivalents                                                                                   18,092           17,390           3,258                     943

 

The financial information set out above does not constitute the Company's
statutory accounts for the periods ended 30(th) April, 2022 or 30th April,
2021 but is derived from those accounts. Statutory accounts for 2021 have been
delivered to the Registrar of Companies and those for 2022 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.

 

 1.     Segment information

 The following table presents revenue and profit and certain assets and
 liability information regarding the Group's divisions for the years ended 30th
 April, 2022 and 30th April, 2021. The reporting format is determined by the
 differences in manufacture and services provided by the Group. The 'Defence'
 division is engaged in the design, manufacture, and service of defence
 equipment. The 'Forgings' division is engaged in the manufacture of forgings.
 The 'Petrol Station Superstructures' division is engaged in the design,
 manufacture, construction, branding, maintenance, and restyling of petrol
 station superstructures. The 'Corporate Branding' division is engaged in the
 design, manufacture, installation, and service of corporate brandings.

 Management monitors the operating results of its business units separately for
 the purpose of making decisions about resource allocation and performance
 assessment. 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'               'Forgings'              'Petrol Station           'Corporate                Total
                                                                                           Superstructures'          Branding'
                                           2022          2021      2022          2021      2022            2021      2022           2021       2022         2021
                                           £'000         £'000     £'000         £'000     £'000           £'000     £'000          £'000      £'000        £'000
 Segmental revenue
 Total revenue                             30,219        27,078    16,482        9,970     15,143          11,774    13,009         12,972     74,853       61,794
 Revenue from other segments               -             -         -             -         (245)           (145)     (84)           (110)      (329)        (255)
 Revenue from external customers           30,219        27,078    16,482        9,970     14,898          11,629    12,925         12,862     74,524       61,539

 Segment result
 Operating profit                          4,123         2,570     2,245         425       1,074           448       (1,255)        (1,657)    6,187        1,786
 Share of net profit of joint venture                                                                                                          -            28
 Net finance costs                                                                                                                             (220)        (222)
 Profit before taxation                                                                                                                        5,967        1,592
 Taxation                                                                                                                                      (1,035)      (415)
 Profit for the year                                                                                                                           4,932        1,177

 Segmental assets
 Assets attributable to segments           33,393        35,414    7,883         4,066     9,380           8,492     8,050          8,468      58,706       56,440
 Unallocated assets*                                                                                                                           21,885       17,952
 Total assets                                                                                                                                  80,591       74,392

 Segmental liabilities
 Liabilities attributable to segments      23,643        24,795    3,547         2,445     3,109           2,970     3,591          3,510      33,890       33,720
 Unallocated liabilities*                                                                                                                      8,126        9,636
 Total liabilities                                                                                                                             42,016       43,356

 Other segmental information
 Capital expenditure                       1,933         440       389           24        195             131       186            186        2,703        781
 Depreciation                              210           176       561           545       714             377       261            263        1,746        1,361
 Amortisation                              10            -         -             -         43              55        174            182        227          237
 Impairment                                -             -         -             -         -               -         349            348        349          348

 

 * 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 and expenditure and certain assets and
 liabilities information by geographical segment for the years ended 30th
 April, 2022 and 30th April, 2021. The Group's geographical segments are based
 on the location of the Group's assets.
                                         United Kingdom                            Europe                                USA                                South America                       Total
                                         2022                  2021                2022                2021              2022                2021           2022             2021               2022               2021
                                         £'000                 £'000               £'000               £'000             £'000               £'000          £'000            £'000              £'000              £'000

 External revenue by origin              41,665                41,191              11,599              12,987            18,917              5,934          2,343            1,427              74,524             61,539
 Non-current assets                      20,160                17,373              4,327               3,706             5,913               3,751          87               13                 30,487             24,843
 Current assets                          37,235                39,457              6,147               6,899             6,024               2,306          698              887                50,104             49,549
 Liabilities                             28,380                32,516              4,112               3,729             9,223               7,081          301              30                 42,016             43,356
 Capital expenditure                     2,377                 644                 133                 137               193                 -              -                -                  2,703              781

 Revenue disaggregated by destination is shown as follows:
                                                                                                                                                            2022                                2021
                                                                                                                                                            £'000            %                  £'000              %

 United Kingdom                                                                                                                                             31,287           42%                22,259             36%
 Europe                                                                                                                                                     17,103           23%                26,574             43%
 USA                                                                                                                                                        19,406           26%                5,934              10%
 South America                                                                                                                                              2,421            3%                 1,427              2%
 Rest of World                                                                                                                                              4,307            6%                 5,345              9%

 Total revenue                                                                                                                                              74,524           100%               61,539             100%

The Group's largest customer, which is reported in the 'Defence' division,
contributed 14.2% to the Group's revenue (2021: 14.9% in the 'Defence'
division from a different customer). Only one other customer, also in the
'Defence' division, contributed more than 10% to the Group's revenue with a
contribution of 11.4% (2021: 11.3% in the 'Defence' division).

 

 2.     Other operating income
                                                                                                               2022         2021
                                                                                                               £'000        £'000

 Settlement of contractual dispute                                                                             1,185        -
                                                                                                               1,185        -

 During the year, the Group settled a protracted contractual dispute, the terms
 of which are confidential. The amount received has been recognised in other
 income. The Group has incurred £0.6m of legal costs in the current year in
 relation to this matter. These costs are included in administrative expenses.

 2.     Employee information

 The average number of employees, including executive directors, during the
 year was as follows:
                                                                                 Group                         Company
                                                                                 2022             2021         2022         2021
                                                                                 Number           Number       Number       Number

 Production                                                                      252              243          74           73
 Technical                                                                       71               72           23           24
 Distribution                                                                    26               32           2            5
 Administration                                                                  98               96           39           32
                                                                                 447              443          138          134

 (a)   Staff costs

 Including executive directors, employment costs were as follows:
                                                                                 Group                         Company
                                                                                 2022             2021         2022         2021
                                                                                 £'000            £'000        £'000        £'000

 Wages and salaries                                                              18,942           17,420       7,139        6,123
 Covid-19 job retention scheme income                                            (1,636)          (1,690)        -          (313)
 Social security costs                                                           3,233            3,263        722          647
 Pension costs                                                                   570              557          352          344
 Share options expense                                                           29               29           29           29
                                                                                 21,138   19,579               8,242        6,830

 The Covid-19 job retention scheme income has been received in the following
 countries:
                                                                                                               2022         2021
                                                                                                               £'000        £'000

 UK                                                                                                              -          313
 The Netherlands                                                                                               1,310        1,113
 USA                                                                                                           251          254
 Poland                                                                                                        75           10
                                                                                                               1,636        1,690

 (b)   Directors' emoluments
                                                                                                               2022         2021`
                                                                                                               £'000        £'000

 Aggregate directors' emoluments                                                                               1,810        1,570
 Pension contributions                                                                                         52           42
                                                                                                               1,862        1,612

 

 3.     (a)   Taxation

 The charge for taxation comprises:
                                                                         2022        2021
                                                                         £'000       £'000
 Current tax
 United Kingdom corporation tax                                          667         410
 Adjustments in respect of previous years                                (10)        25
 Foreign corporation tax                                                 120         30
 Group current tax expense                                               777         465

 Deferred tax
 Origination and reversal of temporary differences                       261         (40)
 Adjustments in respect of previous years                                (5)         (10)
 Adjustments in respect of difference in applicable tax rate             2             -
 Group deferred tax expense/(credit)                                     258         (50)
 Total tax expense on profit                                             1,035       415

 Tax relating to items charged to other comprehensive income:
                                                                         2022        2021
                                                                         £'000       £'000
 Deferred tax charged through other comprehensive income
 Deferred tax on measurement gains on pension scheme current year        (145)       (230)
 Deferred tax on revaluation surplus on land and buildings               (798)         -
 Deferred tax in the Consolidated statement of comprehensive income      (943)       (230)

 (b)   Factors affecting the tax charge for the year

 

 The tax charge assessed for the year is lower than (2021: higher than) the
 standard rate of corporation tax in the UK of 19% (2021 - 19%). The
 differences are explained below:

                                                                                                                               2022                       2021
                                                                                                                               £'000                      £'000

 Profit before tax                                                                                                             5,967                      1,592
 Profit multiplied by standard rate of corporation tax of 19% (2021 - 19%)                                                     1,134                      302

 Effects of:
 Expenses not deductible for tax purposes                                                                                      (247)                      (164)
 Adjustments in respect of overseas tax rates                                                                                  161                        262
 Current tax adjustment in respect of previous years                                                                           (10)                       25
 Deferred tax adjustment in respect of previous years                                                                          (5)                        (10)
 Deferred tax adjustment in respect of different applicable rates                                                              2                            -
 Total taxation expense for the year                                                                                           1,035                      415

 (c)   Factors affecting future tax charge
 The rate of corporation tax in the UK will remain at 19% until April 2023 when
 it will increase to 25%. As the changes have been enacted as at 30th April,
 2022, deferred income tax has been provided at 25% or a blended rate depending
 upon when the underlying temporary timing differences are expected to unwind.

 Deferred tax in relation to intangibles recognised on the acquisition of
 'MSI-Sign Group B.V.' has been provided at 25.8%, being the main corporation
 tax rate in The Netherlands.

 

 4.     Earnings per share

 The calculation of basic earnings per share of 30.9p (2021 - 7.2p) is based on
 the profit for the year attributable to equity holders of the parent of
 £4,932,000 (2021 - £1,177,000) and on a weighted average number of ordinary
 shares in issue of 15,949,691 (2021 - 16,342,816). At 30th April, 2022 there
 were 1,055,000 (2021 - 380,000) dilutive shares on option with a weighted
 average effect of 716,575 (2021 - 391,667) giving a diluted earnings per share
 of 29.6p (2021 - 7.0p).

                                                                                2022             2021

 Number of ordinary shares in issue at start of the year                        17,841,073       18,396,073
 Cancellation of ordinary shares during the year                                  -              (555,000)
 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       18,234,198
 Less weighted average number of shared held in the ESOT                        (245,048)        (245,048)
 Less weighted average number of shares purchased by the Company                (1,646,334)      (1,646,334)
 Weighted average number of shares to be used in basic EPS calculation          15,949,691       16,342,816
 Weighted average number of the 1,055,000 (2021 - 380,000) dilutive shares      716,575          391,667
 Weighted average diluted shares                                                16,666,266       16,734,483

 Profit for the year attributable to equity holders to the parent in £          4,932,000        1,177,000
 Basic earnings per share                                                       30.9p            7.2p
 Diluted earnings per share                                                     29.6p            7.0p

 5.    Dividends paid and proposed                                              2022             2021
                                                                                £'000            £'000
 Declared and paid during the year
 Final dividend for 2021: 6.50p (2020 - 1.75p)                                  1,037            289
 Interim dividend for 2022: 1.75p (2021 - 1.75p)                                279              289
                                                                                1,316            578

 Proposed for approval by shareholders at the AGM
 Final dividend for 2022: 7.5p (2021- 6.5p)                                     1,196            1,037

 

 6.   Trade and other receivables
                                                                               Group                            Company
                                                                               2022                2021         2022          2021
                                                                               £'000               £'000        £'000         £'000

 Trade receivables (net of allowance for expected credit losses)               10,167              8,764        2,366         2,184
 Amounts owed by subsidiary undertakings                                       -                   -            13,024        13,872
 Amounts owed by joint venture                                                 228                 130          -                     -
 Other receivables                                                             1,001               475          4             79
                                                                               11,396              9,369        15,394        16,135

 (a)   Trade receivables

 Trade receivables are denominated in the following currencies:
                                                                               Group                            Company
                                                                               2022                2021         2022          2021
                                                                               £'000               £'000        £'000         £'000

 Sterling                                                                      5,554               6,112        1,576         1,675
 Euro                                                                          1,786               1,692        790           509
 US dollar                                                                     2,406               695          -             -
 Other currencies                                                              421                 265          -             -
                                                                               10,167              8,764        2,366         2,184

 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
                                                                               2022                2021         2022          2021
                                                                               £'000               £'000        £'000         £'000

 Not past due                                                                  7,234               7,268        2,316         2,033
 < 30 days                                                                     2,062               1,381        24            122
 30-60 days                                                                    64                  102          19            28
 60-90 days                                                                    11                  28           8             -
 > 90 days                                                                     796                 (15)         (1)           1
 Total                                                                         10,167              8,764        2,366         2,184

 In the Group, trade receivables with a nominal value of £52,000 (2021 -
 £43,000) were impaired and fully provided as at 30th April, 2022. During the
 year, bad debts of £20,000 (2021 - £81,000) were recovered and bad debts of
 £29,000 (2021 - £16,000) were incurred.

 In the Company, trade receivables with a nominal value of £33,000 (2021 -
 £11,000) were impaired and fully provided as at 30th April, 2022. During the
 year, bad debts of £7,000 (2021 - £69,000) were recovered and bad debts of
 £29,000 (2021 - £7,000) were incurred.

 (b)   Amounts owed by joint venture

 Amounts owed by joint venture are non-interest bearing and have 30 day terms.
 The aged analysis of amounts owed by joint venture net of provision for
 expected credit losses as follows:

                                                                                                                Group
                                                                                                                2022          2021
                                                                                                                £'000         £'000

 Not past due                                                                                                   135           50
 < 30 days                                                                                                      47            33
 30-60 days                                                                                                     34            41
 60-90 days                                                                                                     12            6
 Total                                                                                                          228           130

 At 30th April, 2022 there was no provision for expected credit losses relating
 to amounts owed by joint venture (2021 - nil).

 (c)   Intercompany receivables

 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 repaid on demand. There has been
 no impairment recognised on intercompany receivables (2021 - nil).

 There are loans to 'MS INTERNATIONAL Estates Limited', which although
 repayable on demand, are supported by properties, which will not be
 immediately realisable. 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 material impairment of the receivable.

 The amounts receivable at the reporting date can be categorised as:
                                                                                                                Company
                                                                                                                2022          2021
                                                                                                                £'000         £'000

 Amounts due from companies backed by liquid assets                                                             7,099         7,587
 Amounts due from 'MS INTERNATIONAL Estates Limited'                                                            5,925         6,285
                                                                                                                13,024        13,872

 

 7.   Cash and cash equivalents
                                                                                             Group                                                             Company
                                                                                             2022                          2021                                2022                             2021
                                                                                             £'000                         £'000                               £'000                            £'000

 Cash at bank and in hand                                                                           18,092                        17,390                       3,258                            943
 Restricted cash held in Escrow - maturing in more than 90 days                              1,158                         6,165                               -                                 -
 Total cash                                                                                         19,250                        23,555                                  3,258                 943

 The balance held in Escrow provides security to Lloyds Bank plc in respect of
 any guarantees, indemnities, and performance bonds given by the Group in the
 ordinary course of business.

 8.   Net funds

 Analysis of net funds                                                                       Group                                                             Company
                                                                                             2022                          2021                                2022                             2021
                                                                                             £'000                         £'000                               £'000                            £'000

 Cash and cash equivalents                                                                   18,092                        17,390                              3,258                            943
 Restricted cash held in Escrow                                                              1,158                         6,165                                 -                                -
 Lease liabilities                                                                           (1,511)                       (545)                               (5,214)                          (5,609)
                                                                                             17,739                        23,010                              (1,956)                          (4,666)

 Group movement in net funds
                                                                                             Cash and cash equivalent      Restricted cash held in Escrow      Lease liabilities                Total

 At 30th April, 2020                                                                         16,125                          -                                 (1,229)                          14,896
 Cash flows                                                                                  1,306                         6,165                               327                              7,798
 Foreign exchange adjustments                                                                (41)                            -                                 (16)                             (57)
 Leases on acquisition                                                                         -                             -                                 402                              402
 Other changes                                                                                 -                             -                                 (29)                             (29)
 At 30th April, 2021                                                                         17,390                        6,165                               (545)                            23,010

 Cash flows                                                                                  657                           (5,007)                             405                              (3,945)
 Foreign exchange adjustments                                                                45                              -                                 7                                52
 New leases                                                                                    -                             -                                 (1,327)                          (1,327)
 Other changes                                                                                 -                             -                                 (51)                             (51)
 At 30th April, 2022                                                                         18,092                        1,158                               (1,511)                          17,739

 Company movement in net funds
                                                                                                                           Cash and cash equivalents           Lease liabilities                Total

 At 30th April, 2020                                                                                                       (391)                               (5,992)                          (6,383)
 Cash flows                                                                                                                1,334                               560                              1,894
 Other changes                                                                                                               -                                 (177)                            (177)
 At 30th April, 2021                                                                                                       943                                 (5,609)                          (4,666)
 Cash flows                                                                                                                2,315                               560                              2,875
 Other changes                                                                                                               -                                 (165)                            (165)
 At 30th April, 2022                                                                                                       3,258                               (5,214)                          (1,956)

 

 9.   Reserves

 Share capital
 The balance classified as share capital includes the nominal value on issue of
 the Company's equity share capital, comprising 10p ordinary shares.

 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:
                                                                                                                                             2022           2021
                                                                                                                                             £'000          £'000

 Employee Share Ownership Trust                                                                                                              100            100
 Shares in treasury (see below)                                                                                                              2,689          2,959
                                                                                                                                             2,789          3,059

 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 Appleby Trust (Jersey) Ltd, an independent company registered in
 Jersey.

 The trust has purchased an aggregate 245,048 (2021 - 245,048) ordinary shares,
 which represents 1.5% (2021 - 1.5%) of the issued share capital of the Company
 at an aggregate cost of £100,006. The market value of the shares at 30th
 April, 2022 was £728,000 (2021 - £380,000). The Company has not made any
 payments (2021 - nil) into the ESOT bank accounts during the year. Details of
 the outstanding share options for directors are included in the Directors'
 remuneration report.

 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 £1,000 (2021 - £3,000). During the
 year, no options have been granted over shares (2021 - nil), no options on
 shares were exercised (2021 - nil) and no shares were purchased (2021 - nil).

 The Company made the following purchases and cancellations of its own 10p
 ordinary shares to be held in Treasury:
                                                                                                                                             Number         £'000

 Purchase of 1,000,000 shares from the Group's pension scheme on 11th December,                                                              1,000,000      1,722
 2013
 Purchase of 646,334 shares on 30th January, 2014                                                                                            646,334        1,237
 Purchase of 555,000 shares on 15th January, 2021                                                                                            555,000        636
 Consideration paid for purchase of own shares                                                                                               2,201,334      3,595
 Cancellation of 555,000 shares at weighted average rate                                                                                     (555,000)      (906)
 Net value of treasury shares                                                                                                                1,646,334      2,689

 

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