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REG - MS International PLC - Final Results

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RNS Number : 8652T  MS International PLC  26 June 2024

 

Chairman's statement

 

 

 

Results and Review

 

Shareholders will recall that I introduced my April 2023 Chairman's Statement
by stating that the year had been one of considerable progress for the
Company, even if this was not immediately apparent from the results.

 

Accordingly, it now gives me immense pleasure to confirm that said progress
can now be clearly demonstrated in the results for the year ended April 2024.

 

A record pre-tax profit of £15.71m (2023 - £5.08m) was achieved on increased
revenue of £109.58m (2023 - £83.96m), breaking through the £100m revenue
level for the first time in the Company's history. Basic earnings per share
amounted to 71.0p (2023 - 25.6p)

 

The Group's order book has, once again, risen substantially to a record value
of £162m (2023 - £115m) at the year-end; an impressive 40% increase. The
balance sheet has also further strengthened, with cash and cash equivalents
standing at an all-time high of £42.68m (2023 - £15.25m).

 

'Defence and Security'

 

Another year of considerable progress and growth has been achieved by this
division. Our long-held commitment to investing in people, enhanced production
facilities, product development and extensive international marketing, is
clearly propelling the business to a new and higher level of financial
performance.

 

International interest in both our naval and new land-based weapon systems
remains most encouraging with an order intake during the year in excess of
£100 million.

 

Pleasingly, included in that figure, were new orders for six MSI-DS30mm naval
weapon systems to be fitted to the first three Royal Navy fleet support
vessels. When delivered, this will bring the latest upgraded version of the
MSI-DS-30mm weapon system into the Royal Navy's inventory which will
significantly improve their 30mm weapon system capability.

 

These developments auger well for the Company's future as 'Defence and
Security' rapidly establishes itself as the dominant division of growth
potential.

 

'Forgings'

 

This division, which has operations in the UK, USA and Brazil, performed well,
although not to the exceptional levels achieved in the previous year. Market
conditions tightened in the global mobile material handling industry that we
serve and many of our customers reacted quickly to reduce their purchasing
requirements. Accordingly, we, in turn, reduced our purchases of raw materials
and components to match changing conditions; thus preserving cash.

 

'Petrol Station Superstructures'

 

This division based in the UK and Poland, continues to hold a leading, and
highly regarded, position in the UK and East European petrol station forecourt
construction and maintenance markets.

 

The UK business performed strongly, notably completing several prestigious
large 'new to industry' complex forecourt projects. The repairs and
maintenance element of the business in particular, operated at a high level of
activity, as station operators sought to preserve their forecourt structures
and enhance site appearance.

 

Access to our own, highly valuable database of historical construction records
for stations throughout the UK and Europe, spanning several decades, continues
to underpin our important repairs and maintenance business. This source of
detailed knowledge enables us to achieve the efficient repair, re-modelling
and refurbishment of these structures in a most timely and economic manner.

 

Our Poland operations were adversely impacted in the second half of the year
by the ongoing war in eastern Europe. Some of our major oil company customers
cancelled or postponed, for the time being, projects that we had hoped to
construct during the period. Despite those difficulties the business managed
to break even for the year.

 

'Corporate Branding'

 

Another year of strong performance for our UK operations where the business,
which is focused primarily on the petrol station branding market, continued to
grow and prosper.

 

Following weaker than anticipated performances from operations in the
Netherlands and Germany, we restructured them both to focus their activities
on the enhanced demands of our growing number of automotive and airport
'way-finding' customers.

 

 

Outlook

 

'Defence and Security'

 

We live in an increasingly dangerous world and Governments are escalating
defence budgets as a consequence. With this background and a strong and
growing order book, we look forward with a good degree of confidence to a
commendable outcome for the current year.

 

Deliveries to the US Navy of the first production order contracts of our 30mm
naval weapon systems commence in the first half of 2024/25. We will also be
delivering additional 30mm naval weapon systems to shipbuilders in the USA for
their US 'Foreign Military Supply' contracts.

 

Of particular note will be our first supply of 30mm naval weapon systems to
the German Navy. These, together with our 30mm naval weapon systems in service
with the Royal Navy and those going to the US Navy, will make MSI the current
primary supplier of small calibre naval weapon systems to three of the major
'NATO' navies.

 

We await the tender documents from the US Navy with regard to their proposed
five-year procurement programme of our MSI-DS 30mm naval weapon systems. We
believe we are well placed to secure this 'follow on' order but do not expect
it to be placed until after the end of our current financial year.

 

A number of countries around the world continue to show considerable interest
in our land-based mobile counter-drone weapon system, 'Paladin', previously
known as V-SHORAD. The Company has further developed this product,
successfully demonstrating its capability to protect against the
ever-increasing aerial threat from incoming drones. These developments will
continue.

 

Significant investment continues into both our product range and the Norwich
production facility to increase capacity in line with the expanded order book.

 

All told, we perceive that the excellent prospects for the division bode well
for the current year.

 

'Forgings'

 

This is a long-established, high quality, market leading international
business. Prospects for the current year, as always, will depend on activity
levels in the global mobile material handling industry.

 

'Petrol Station Superstructures'

 

This is now a strong mature business that we have successfully developed,
garnering a leading reputation for quality service and support, both in our
domestic petrol station forecourt market and that of eastern and northern
Europe.

 

Looking forward, the outlook for the petrol station forecourt industry in the
UK looks promising. In eastern Europe much depends on what happens in reaction
to the ongoing war in Ukraine.

 

'Corporate Branding'

 

We are confident that the UK based operation will continue to flourish as we
invest further to grow its capability.

 

The restructuring programme, to re-align the Netherlands and Germany based
businesses to a more sustainable level, is progressing to plan.

 

Summary

 

This has been a year of outstanding trading performance and growth for the
Company, reflecting the total commitment of the Board, over many years, to
strengthen and develop each of our diverse businesses.

 

Clearly, the progress we have achieved in growing the 'Defence and Security'
division has been outstanding and we must continue to exploit the many
opportunities we have as we drive the future growth of MSI.

 

Following this positive significant change in our earnings profile we continue
to review and evolve the future strategic priorities for MSI and the profile
of the next generation of management.

 

All matters considered the Board recommends the payment of a final dividend of
16.5p per share (2023 - 13p) making a total for the year of 19.5p per share
(2023 - 15p).

 

The dividend is expected to be paid on the 23(rd) August 2024 to those
shareholders on the register at the close of business on the 12th July 2024.

 

 

 

Michael Bell

25(th) June 2024

 

 

 

 

 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 3(rd) July 2024. The
full Annual Report and Accounts will be posted to shareholders no later than
19(th) July 2024. 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 25(th) July 2024 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 2024
                                                                                                                                         2024            2023
 Continuing operations                                                                                                                   Total           Total
                                                                                                                                         £'000           £'000

 Revenue                                                                                                                                 109,576         83,956
 Cost of sales                                                                                                                           (75,708)        (60,556)
 Gross profit                                                                                                                            33,868          23,400

 Distribution costs                                                                                                                      (4,092)         (3,402)
 Administrative expenses                                                                                                                 (16,232)        (14,748)
 Derivative gains                                                                                                                        1,207             -
                                                                                                                                         (19,117)        (18,150)
 Group operating profit                                                                                                                  14,751          5,250

 Share of net loss of joint venture                                                                                                        -             (36)
 Interest received                                                                                                                       1,244           134
 Interest paid                                                                                                                           (104)           (134)
 Other finance costs - pensions                                                                                                          (179)           (136)
                                                                                                                                         961             (136)
 Profit before taxation                                                                                                                  15,712          5,078
 Taxation                                                                                                                                (4,212)         (963)
 Profit for the year attributable to equity holders of the parent                                                                        11,500          4,115

 Basic earnings per share                                                                                                                71.0p           25.6p
 Diluted earnings per share                                                                                                              67.5p           24.2p

 Consolidated statement of comprehensive income
 For the year ended 30th April 2024

                                                                                                                                         2024            2023
                                                                                                                                         Total           Total
                                                                                                                                         £'000           £'000

 Profit for the year attributable to equity holders of the parent                                                                        11,500          4,115
 Exchange differences on retranslation of foreign operations                                                                             (287)           97
 Net other comprehensive (loss)/gain to be reclassified to profit or loss in                                                             (287)           97
 subsequent years
 Remeasurement gains/(losses) on defined benefit pension scheme                                                                          3,270           (35)
 Deferred tax on remeasurement on defined benefit pension scheme                                                                         (817)           9
 Deferred tax on revaluation surplus on land and buildings                                                                                -              (252)
 Net other comprehensive income/(loss) not being reclassified to profit or loss                                                          2,453           (278)
 in subsequent years

 Total comprehensive income for the year attributable to equity holders of the                                                           13,666          3,934
 parent

 

 

 Consolidated and company statement of changes in equity
 For the year ended 30th April 2024
                                                                     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 2022                                                  1,784                  957                             2,815           9,923                    1,629                (417)                             (2,789)              24,673                 38,575
 Profit for the year                                                 -                      -                               -               -                        -                    -                                 -                    4,115                  4,115
 Other comprehensive income/(loss)                                   -                      -                               -               -                        -                    97                                -                    (278)                  (181)
 Total comprehensive income                                          -                      -                               -               -                        -                    97                                -                    3,837                  3,934
 Equity settled share-based payment expense                          -                      -                               -               -                        -                    -                                 -                    86                     86
 Exercise of share options                                           -                      -                               -               -                        -                    -                                 408                  (408)                  -
 Dividends paid                                                      -                      -                               -               -                        -                    -                                 -                    (1,520)                (1,520)
 Transactions with owners recognised directly in equity              -                      -                               -               -                        -                    -                                 408                  (1,842)                (1,434)
 At 30th April 2023                                                  1,784                  957                             2,815           9,923                    1,629                (320)                             (2,381)              26,668                 41,075
 Profit for the year                                                 -                      -                               -               -                        -                    -                                 -                    11,500                 11,500
 Other comprehensive (loss)/income                                   -                      -                               -               -                        -                    (287)                             -                    2,453                  2,166
 Total comprehensive (loss)/income                                   -                      -                               -               -                        -                    (287)                             -                    13,953                 13,666
 Equity settled share-based payment expense                          -                      -                               -               -                        -                    -                                 -                    65                     65
 Purchase of own shares                                              -                      -                               -               -                        -                    -                                 (1,676)              -                      (1,676)
 Exercise of share options                                           -                      -                               -               -                        -                    -                                 355                  (40)                   315
 Deferred tax on share option expense                                -                      -                               -               -                        -                    -                                 -                    (38)                   (38)
 Dividends paid                                                      -                      -                               -               -                        -                    -                                 -                    (2,610)                (2,610)
 Transactions with owners recognised directly in equity              -                      -                               -               -                        -                    -                                 (1,321)              (2,623)                (3,944)
 At 30th April 2024                                                  1,784                  957                             2,815           9,923                    1,629                (607)                             (3,702)              37,998                 50,797
 (b) Company
 At 30th April 2022                                                  1,784                  957                             7,620           -                        1,629                -                                 (2,789)              19,859                 29,060
 Profit for the year                                                 -                      -                               -               -                        -                    -                                 -                    305                    305
 Other comprehensive loss                                            -                      -                               -               -                        -                    -                                 -                    (1)                    (1)
 Total comprehensive income                                          -                      -                               -               -                        -                    -                                 -                    304                    304
 Equity settled share-based payment expense                          -                      -                               -               -                        -                    -                                 -                    86                     86
 Exercise of share options                                           -                      -                               -               -                        -                    -                                 408                  (408)                  -
 Dividends paid                                                      -                      -                               -               -                        -                    -                                 -                    (1,520)                (1,520)
 Transactions with owners recognised directly in equity              -                      -                               -               -                        -                    -                                 408                  (1,842)                (1,434)
 At 30th April 2023                                                  1,784                  957                             7,620           -                        1,629                -                                 (2,381)              18,321                 27,930
 Profit for the year                                                 -                      -                               -               -                        -                    -                                 -                    2,753                  2,753
 Other comprehensive income                                          -                      -                               -               -                        -                    -                                 -                    2,215                  2,215
 Total comprehensive income                                          -                      -                               -               -                        -                    -                                 -                    4,968                  4,968
 Equity settled share-based payment expense                          -                      -                               -               -                        -                    -                                 -                    65                     65
 Purchase of own shares                                              -                      -                               -               -                        -                    -                                 (1,676)              -                      (1,676)
 Exercise of share options                                           -                      -                               -               -                        -                    -                                 355                  (40)                   315
 Dividends paid                                                      -                      -                               -               -                        -                    -                                 -                    (2,610)                (2,610)
 Transactions with owners recognised directly in equity              -                      -                               -               -                        -                    -                                 (1,321)              (2,585)                (3,906)
 At 30th April 2024                                                  1,784                  957                             7,620           -                        1,629                -                                 (3,702)              20,704                 28,992

 

 

 Consolidated and company statements of financial position
 At 30th April 2024
                                        Group                     Company
                                        2024         2023         2024          2023
                                        £'000        £'000        £'000         £'000
 ASSETS
 Non-current assets
 Property, plant and equipment          27,953       24,886       1,389         1,161
 Right-of-use assets                    760          1,162        6,099         4,571
 Intangible assets                      2,448        2,396         -             -
 Investments in subsidiaries             -            -           15,669        15,669
 Investment in joint venture             -            -            -             -
 Deferred income tax asset              16           1,677         -            1,216
 Derivative asset                       309           -           309            -
                                        31,486       30,121       23,466        22,617
 Current assets
 Inventories                            25,250       24,764       1,823         2,765
 Derivative asset                       898           -           898            -
 Trade and other receivables            28,304       9,031        11,529        14,344
 Contract assets                        100          144           -             -
 Cash and cash equivalents              35,509       12,336       9,936         8,016
 Restricted cash held in Escrow         7,170        2,917         -             -
                                        97,231       49,192       24,186        25,125

 TOTAL ASSETS                           128,717      79,313       47,652        47,742

 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        9,923         -             -
 Special reserve                        1,629        1,629        1,629         1,629
 Currency translation reserve           (607)        (320)         -             -
 Treasury shares                        (3,702)      (2,381)      (3,702)       (2,381)
 Retained earnings                      37,998       26,668       20,704        18,321
 TOTAL EQUITY SHAREHOLDERS' FUNDS       50,797       41,075       28,992        27,930
 Non-current liabilities
 Defined benefit pension liability       -           4,216         -            4,216
 Contract liabilities                   10,019        -            -             -
 Deferred income tax liability          3,132        2,943        163            -
 Lease liabilities                      422          829          5,771         4,388
                                        13,573       7,988        5,934         8,604
 Current liabilities
 Trade and other payables               21,349       15,286       10,312        9,933
 Contract liabilities                   42,616       14,585       1,784         856
 Lease liabilities                      382          379          630           419
                                        64,347       30,250       12,726        11,208

 TOTAL EQUITY AND LIABILITIES           128,717      79,313       47,652        47,742

 

 Consolidated and company cash flow statements
 For the year ended 30th April 2024
                                                                                                                     Group                              Company
                                                                                                                     2024              2023             2024                 2023
                                                                                                                     £'000             £'000            £'000                £'000

 Profit/(loss) before taxation                                                                                       15,712            5,078            266                  (1,233)
 Adjustments to reconcile profit/(loss) before taxation to cash generated from
 operating activities:
 Depreciation charge of owned assets and right-of-use assets                                                         2,144             2,044            1,273                965
 Amortisation charge                                                                                                 61                239                -                    -
 Impairment of goodwill                                                                                                -               390                -                    -
 Impairment of investment                                                                                              -                 -                -                  2,457
 Profit on disposal of property, plant and equipment                                                                 (214)             (107)            (93)                 (66)
 Equity settled share-based payment expense                                                                          65                86               65                   86
 Share of net loss of joint venture                                                                                    -               36                 -                    -
 Profit on disposal of joint venture                                                                                 (9)                 -                -                    -
 Finance (income)/costs                                                                                              (961)             136              (47)                 246
 Foreign exchange movements                                                                                          -                 (369)              -                    -
 (Increase)/decrease in inventories                                                                                  (608)             (8,326)          942                  (173)
 (Increase)/decrease in receivables                                                                                  (19,259)          5,510            2,814                1,268
 Increase in derivatives                                                                                             (1,207)             -              (1,207)                -
 Increase/(decrease) in payables                                                                                     6,637             (5)              547                  2,194
 Increase/(decrease) in contract liabilities                                                                         37,985            (3,726)          928                  234
 Pension fund deficit reduction payments                                                                             (1,125)           (675)            (1,125)              (675)
 Cash generated from operating activities                                                                            39,221            311              4,363                5,303
 Net interest received                                                                                               1,177             50               449                  44
 Taxation paid                                                                                                       (3,796)           (758)            (597)                (363)
 Net cash inflow/(outflow) from operating activities                                                                 36,602            (397)            4,215                4,984

 Investing activities
 Dividends received from subsidiaries                                                                                  -                 -              3,224                2,439
 Purchase of property, plant and equipment                                                                           (4,898)           (1,971)          (832)                (705)
 Purchase of intangible assets                                                                                       (142)               -                -                    -
 Proceeds on disposal of property, plant and equipment                                                               314               237              101                  120
 Increase in cash held in the Escrow account maturing in more than 90 days                                           (4,253)           (1,759)            -                    -
 Net cash (outflow)/inflow from investing activities                                                                 (8,979)           (3,493)          2,493                1,854

 Financing activities
 Buy back of own shares                                                                                              (1,676)             -              (1,676)                -
 Money received from the exercise of share options                                                                   315                 -              315                    -
 Lease payments                                                                                                      (409)             (415)            (817)                (560)
 Dividends paid                                                                                                      (2,610)           (1,520)          (2,610)              (1,520)
 Net cash outflow from financing activities                                                                          (4,380)           (1,935)          (4,788)              (2,080)
 Increase/(decrease) in cash and cash equivalents                                                                    23,243            (5,825)          1,920                4,758
 Opening cash and cash equivalents                                                                                   12,336            18,092           8,016                3,258
 Exchange differences on cash and cash equivalents                                                                   (70)              69                 -                    -
 Closing cash and cash equivalents                                                                                   35,509            12,336           9,936                8,016

 

The financial information set out above does not constitute the Company's
statutory accounts for the periods ended 30(th) April 2024 or 30th April 2023
but is derived from those accounts. Statutory accounts for 2023 have been
delivered to the Registrar of Companies and those for 2024 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

 For management and reporting purposes, the Group operated through four trading
 divisions during the years ended 30th April 2024 and 30th April 2023. This
 includes 'Defence and Security', 'Forgings', 'Petrol Station Superstructures',
 and 'Corporate Brandings' divisions. These divisions are the basis on which
 the Group reports its primary business segment information. The Board, which
 includes the chief operating decision maker, considers each trading division
 as a separate operating segment and monitors the operating results of its
 business units separately for the purpose of making decisions about resource
 allocation and performance assessment. Group financing (including finance
 costs and finance revenue) and income taxes are managed on a group basis and
 are therefore not allocated to operating segments.

 

                                           'Defence and             'Forgings'              'Petrol Station           'Corporate                Total
                                           Security'                                        Superstructures'          Branding'
                                           2024           2023      2024          2023      2024            2023      2024           2023       2024         2023
                                           £'000          £'000     £'000         £'000     £'000           £'000     £'000          £'000      £'000        £'000
 Segmental revenue
 Total revenue                             67,228         32,433    17,627        23,266    16,355          16,336    8,957          12,412     110,167      84,447
 Revenue from other segments               -              -         -             -         (309)           (316)     (282)          (175)      (591)        (491)
 Revenue from external customers           67,228         32,433    17,627        23,266    16,046          16,020    8,675          12,237     109,576      83,956

 Segment result
 Operating profit/(loss)                   13,009         2,023     1,137         3,864     2,011           2,053     (1,406)        (2,690)    14,751       5,250
 Share of net loss of joint venture                                                                                                             -            (36)
 Net finance income/(expense)                                                                                                                   961          (136)
 Profit before taxation                                                                                                                         15,712       5,078
 Taxation                                                                                                                                       (4,212)      (963)
 Profit for the year                                                                                                                            11,500       4,115

 Segmental assets
 Assets attributable to segments           78,990         28,145    7,776         9,394     12,874          10,732    4,627          6,744      104,267      55,015
 Unallocated assets*                                                                                                                            24,450       24,298
 Total assets                                                                                                                                   128,717      79,313

 Segmental liabilities
 Liabilities attributable to segments      63,320         19,012    2,255         3,942     4,711           3,402     2,455          3,391      72,741       29,747
 Unallocated liabilities*                                                                                                                       5,179        8,491
 Total liabilities                                                                                                                              77,920       38,238

 Other segmental information
 Capital expenditure                       3,513          1,065     569           213       545             353       271            340        4,898        1,971
 Depreciation                              499            322       637           644       740             728       268            350        2,144        2,044
 Amortisation                              18             18        -             -         43              43        -              178        61           239
 Impairment                                -              -         -             -         -               -         -              390        -            390

 

 * 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
 2024 and 30th April 2023. The Group's geographical segments are based on the
 location of the Group's assets.
                                         United Kingdom                            Europe                                USA                                South America                       Total
                                         2024                  2023                2024                2023              2024                2023           2024             2023               2024               2023
                                         £'000                 £'000               £'000               £'000             £'000               £'000          £'000            £'000              £'000              £'000

 External revenue by origin              79,893                51,424              8,101               12,333            19,450              17,270         2,132            2,929              109,576            83,956
 Non-current assets                      23,029                20,529              2,899               3,365             5,476               6,107          82               120                31,486             30,121
 Current assets                          82,260                40,269              3,559               5,158             10,631              2,844          781              921                97,231             49,192
 Liabilities                             42,639                23,281              2,739               3,345             32,254              11,380         288              232                77,920             38,238
 Capital expenditure                     4,817                 1,569               56                  162               25                  240            -                -                  4,898              1,971

 Revenue disaggregated by customer base is shown as follows:
                                                                                                                                                            2024                                2023
                                                                                                                                                            £'000            %                  £'000              %

 United Kingdom                                                                                                                                             48,974           45%                28,354             34%
 Asia                                                                                                                                                       24,350           22%                13,578             16%
 USA                                                                                                                                                        19,450           18%                17,270             21%
 Europe                                                                                                                                                     13,708           12%                21,158             25%
 South America                                                                                                                                              3,086            3%                 3,036              3%
 Rest of World                                                                                                                                              8                0%                 560                1%

 Total revenue                                                                                                                                              109,576          100%               83,956             100%

 

The Group's largest customer, which is reported in the 'Defence and Security'
division, contributed 27.4% to the Group's revenue (2023 - 12.6% from the same
customer). The Group's second largest customer, also reported in the 'Defence
and Security' division, was the only other customer that contributed more than
10% to the Group's revenue with a total of 21.6% (2023 - nil).

 

 2.     Derivative financial instruments

 During the year the Group and Company entered into a number of forward
 currency contracts in respect of USD denominated cash inflows in the 'Defence
 and Security' division. In total $99,000,000 was hedged in the year at an
 average exchange rate of 1.2330. By the 30th April 2024 a total of $25,000,000
 of contracts had matured at an average rate of 1.2381, leaving a balance of
 $74,000,000 at an average rate of 1.2312.

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

                                                                               US Dollar               Sterling                Average forward rate              Change in fair value
                                                                               $'000                   £'000                                                     £'000

 Non-current derivative asset                                                  20,000                  16,134                  1.2396                            309
 Current derivative asset                                                      54,000                  43,968                  1.2282                            898
 Total                                                                         74,000                  60,102                  1.2312                            1,207

 3.     Employee information

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

                                                                               Group                                           Company
                                                                               2024                    2023                    2024                              2023
                                                                               Number                  Number                  Number                            Number

 Production                                                                    261                     263                     74                                78
 Technical                                                                     77                      71                      21                                21
 Distribution                                                                  28                      26                      2                                 2
 Administration                                                                89                      94                      37                                39
                                                                               455                     454                     134                               140

 (a)   Staff costs

 Including executive directors, employment costs were as follows:
                                                                               Group                                           Company
                                                                               2024                    2023                    2024                              2023
                                                                               £'000                   £'000                   £'000                             £'000

 Wages and salaries                                                            23,757                  21,024                  8,782                             7,415
 Social security costs                                                         3,718                   3,853                   1,058                             822
 Pension costs                                                                 830                     667                     469                               423
 Redundancy costs                                                              160                       -                       -                                 -
 Share options expense                                                         65                      30                      65                                30

                                                                               28,530      25,574                              10,374                            8,690

 (b)   Directors' emoluments
                                                                                                                               2024                              2023
                                                                                                                               £'000                             £'000

 Aggregate directors' emoluments                                                                                               3,517                             2,072
 Pension contributions                                                                                                         115                               65
 Gain on exercise of share options                                                                                             1,043                             1,042
                                                                                                                               4,675                             3,179

 

In October 2023 two directors exercised LTIP share options totalling 100,000
(2023 - 250,000) at an exercise price of £0 (2023 - £0) per share. The gain
on these options is the difference between the market price at the date of
exercise, which ranged from £7.20 per share to £7.30 per share (2023 -
£4.17), and the exercise price of £0 (2023 - £0) per share.

 

Between June 2023 and October 2023 four directors exercised CSOP share options
totalling 63,335 (2023 - nil) 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 £5.88 per share to £7.15 per share, and the
exercise price of £1.41 per share.

 

 4. Taxation

 (a) Tax expense

 The charge for taxation comprises:
                                                                                 2024        2023
                                                                                 £'000       £'000
 Current tax
 United Kingdom corporation tax                                                  3,187       860
 Foreign corporation tax                                                         188         311
 Adjustments in respect of previous years                                        (152)       (76)
 Group current tax expense                                                       3,223       1,095

 Deferred tax
 Origination and reversal of temporary differences                               857         (122)
 Adjustments in respect of previous years                                        132         (2)
 Adjustments in respect of difference in applicable tax rate                       -         (8)
 Group deferred tax expense/(credit)                                             989         (132)
 Total tax expense on profit                                                     4,212       963

 Tax relating to items charged to other comprehensive income:
                                                                                 2024        2023
                                                                                 £'000       £'000
 Deferred tax charged through other comprehensive income
 Deferred tax on measurement gains on pension scheme current year                817         (9)
 Deferred tax on revaluation surplus on land and buildings                         -         252
 Deferred tax expense in the Consolidated statement of comprehensive income      817         243

 (b)   Factors affecting the tax charge for the year

 

 The tax charge assessed for the year is higher than (2023: lower than) the
 standard rate of corporation tax in the UK of 25% (2023 - 19.5%). The
 differences are explained below:

                                                                                                              2024                    2023
                                                                                                              £'000                   £'000

 Profit before tax                                                                                            15,712                  5,078
 Profit multiplied by standard rate of corporation tax of 25% (2023 - 19.5%)                                  3,928                   990

 Effects of:
 Expenses not deductible for tax purposes                                                                     102                     35
 R&D tax credit                                                                                               (322)                   (293)
 Adjustments in respect of overseas tax rates                                                                 5                       160
 Unrecognised tax losses                                                                                      390                     (35)
 Dual residency tax                                                                                           129                     232
 Current tax adjustment in respect of previous years                                                          (152)                   (76)
 UK deferred tax not previously recognised                                                                      -                     (40)
 Deferred tax adjustment in respect of previous years                                                         132                     (2)
 Deferred tax adjustment in respect of different applicable rates                                               -                     (8)
 Total taxation expense for the year                                                                          4,212                   963

 (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 71.0p (2023 - 25.6p) is based
 on the profit for the year attributable to equity holders of the parent of
 £11,500,000 (2023 - £4,115,000) and on a weighted average number of ordinary
 shares in issue of 16,186,103 (2023 - 16,045,581). At 30th April 2024 there
 were 1,068,693 (2023 - 1,270,000) dilutive shares on option with a weighted
 average effect of 845,288 (2023 - 980,875) giving a diluted earnings per share
 of 67.5p (2023 - 24.2p).

                                                                                  2024             2023

 Number of ordinary shares in issue at start of the year                          17,841,073       17,841,073
 Cancellation of ordinary shares during the year                                    -                -
 Number of ordinary shares in issue at the end of the year                        17,841,073       17,841,073

 Weighted average number of shares in issue                                       17,841,073       17,841,073
 Less weighted average number of shared held in the ESOT                          (163,021)        (245,048)
 Less weighted average number of shares purchased by the Company                  (1,491,949)      (1,550,444)
 Weighted average number of shares to be used in basic EPS calculation            16,186,103       16,045,581
 Weighted average number of the 1,068,693 (2023 - 1,270,000) dilutive shares      845,288          980,875
 Weighted average diluted shares                                                  17,031,391       17,026,456

 Profit for the year attributable to equity holders of the parent in £            11,500,000       4,115,000
 Basic earnings per share                                                         71.0p            25.6p
 Diluted earnings per share                                                       67.5p            24.2p

 6.    Dividends paid and proposed                                                2024             2023
                                                                                  £'000            £'000
 Declared and paid during the year:
 Final dividend for 2023: 13p (2022 - 7.5p)                                       2,123            1,196
 Interim dividend for 2024: 3p (2023 - 2p)                                        487              324
                                                                                  2,610            1,520

 Proposed for approval by shareholders at the AGM:
 Final dividend for 2024: 16.5p (2023 - 13p)                                      2,679            2,123

 

 7.   Trade and other receivables
                                                                               Group                                  Company
                                                                               2024                 2023              2024              2023
                                                                               £'000                £'000             £'000             £'000

 Trade receivables (net of allowance for expected credit losses)               14,705               6,931             2,690             2,756
 Amounts owed by subsidiary undertakings                                       -                    -                 8,502             11,356
 Prepayments                                                                   6,061                1,027             313               228
 Other receivables (*)                                                         7,429                1,071             24                4
 Income tax receivable                                                         109                  2                 -                 -
                                                                               28,304               9,031             11,529            14,344

 (*) Included in Other receivables in the Group is £5,661,000 (2023 -
 £23,000) of costs in relation to obtaining a contract. There are no costs in
 relation to obtaining a contract within the Company (2023 - nil).

 (a)   Trade receivables

 Trade receivables are denominated in the following currencies:
                                                                               Group                                  Company
                                                                               2024                 2023              2024              2023
                                                                               £'000                £'000             £'000             £'000

 Sterling                                                                      12,222               3,946             2,220             1,739
 Euro                                                                          1,084                1,973             470               1,017
 US dollar                                                                     867                  736               -                 -
 Other currencies                                                              532                  276               -                 -
                                                                               14,705               6,931             2,690             2,756

 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
                                                                               2024                 2023              2024              2023
                                                                               £'000                £'000             £'000             £'000

 Not past due                                                                  13,504               5,059             2,555             2,282
 < 30 days                                                                     396                  1,745             83                482
 30-60 days                                                                    92                   90                47                18
 60-90 days                                                                    50                   37                5                 -
 > 90 days                                                                     663                  -                 -                 (26)
 Total                                                                         14,705               6,931             2,690             2,756

 In the Group, trade receivables with a nominal value of £15,000 (2023 -
 £36,000) were impaired and fully provided as at 30th April 2024. During the
 year, expected credit losses of £21,000 (2023 - £42,000) were recovered and
 expected credit losses of £nil (2023 - £26,000) were incurred.

 In the Company, trade receivables with a nominal value of £5,000 (2023 -
 £16,000) were impaired and fully provided as at 30th April 2024. During the
 year, expected credit losses of £11,000 (2023 - £30,000) were recovered and
 expected credit losses of £nil (2023 - £13,000) were incurred.

 (b)   Amounts owed by subsidiary undertakings

 All amounts due from Group companies are repayable on demand and are not
 charged interest. The majority of intercompany balances are to group entities
 with liquid assets and are capable of being repaid on demand. An impairment
 charge of £1,686,000 relating to 'MSI-Sign Group B.V.' and 'MSI-Sign Group
 GmbH' has been recognised on intercompany receivables in the company during
 the year to give a cumulative impairment charge of £3,113,000 (2023 -
 £1,470,000).

 There are loans to 'MS INTERNATIONAL Estates Limited' and 'MS INTERNATIONAL
 Estates LLC', 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
                                                                                                                      2024              2023
                                                                                                                      £'000             £'000

 Amounts due from companies backed by liquid assets                                                                   1,898             3,607
 Amounts due from 'MS INTERNATIONAL Estates Limited'                                                                  5,207             5,461
 Amounts due from 'MS INTERNATIONAL Estates LLC'                                                                      1,397             2,288
                                                                                                                      8,502             11,356

 

 8.   Cash and cash equivalents
                                                                                              Group                                                             Company
                                                                                              2023                          2022                                2023                             2022
                                                                                              £'000                         £'000                               £'000                            £'000

 Cash at bank and in hand                                                                            35,509                        12,336                       9,936                            8,016
 Restricted cash held in Escrow - maturing in more than 90 days                               7,170                         2,917                                       -                         -
 Total cash                                                                                          42,679                        15,253                                  9,936                 8,016

 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 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
                                                                                              2024                          2023                                2024                             2023
                                                                                              £'000                         £'000                               £'000                            £'000

 Cash and cash equivalents                                                                    35,509                        12,336                              9,936                            8,016
 Restricted cash held in Escrow                                                               7,170                         2,917                                 -                                -
 Lease liabilities                                                                            (804)                         (1,208)                             (6,401)                          (4,807)
                                                                                              41,875                        14,045                              3,535                            3,209

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

 At 30th April 2022                                                                           18,092                        1,158                               (1,511)                          17,739
 Cash flows                                                                                   (5,825)                       1,759                               415                              (3,651)
 Foreign exchange adjustments                                                                 69                              -                                 (61)                             8
 Interest                                                                                       -                             -                                 (51)                             (51)
 At 30th April 2023                                                                           12,336                        2,917                               (1,208)                          14,045

 Cash flows                                                                                   23,243                        4,253                               409                              27,905
 Foreign exchange adjustments                                                                 (70)                            -                                 32                               (38)
 Interest                                                                                       -                             -                                 (37)                             (37)
 At 30th April 2024                                                                           35,509                        7,170                               (804)                            41,875

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

 At 30th April 2022                                                                                                         3,258                               (5,214)                          (1,956)
 Cash flows                                                                                                                 4,758                               560                              5,318
 Interest                                                                                                                     -                                 (153)                            (153)
 At 30th April 2023                                                                                                         8,016                               (4,807)                          3,209
 Cash flows                                                                                                                 1,920                               817                              2,737
 New leases                                                                                                                   -                                 (2,205)                          (2,205)
 Interest                                                                                                                     -                                 (206)                            (206)
 At 30th April 2024                                                                                                         9,936                               (6,401)                          3,535

 

 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:
                                                                                                                                                                          2024                      2023
                                                                                                                                                                          £'000                     £'000

 Employee Share Ownership Trust (a)                                                                                                                                       37                        100
 Shares in treasury (b)                                                                                                                                                   3,665                     2,281
                                                                                                                                                                          3,702                     2,381

 (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 2024 the ESOT held 91,048 shares (2023 - 245,048), which
 represents 0.56% (2023 - 1.49%) of the issued share capital of the Company
 excluding treasury shares. The market value of these shares was £829,000
 (2023 - £1,250,000) at 30th April 2024.

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

                                                                                                                                                                          Number                    £'000

 ESOT shares at 30(th) April 2022                                                                                                                                         245,048                   100
 Exercise of share options                                                                                                                                                -                         -
 ESOT shares at 30(th) April 2023                                                                                                                                         245,048                   100
 Exercise of LTIP share options                                                                                                                                           (100,000)                 (41)
 Exercise of CSOP share options                                                                                                                                           (54,000)                  (22)
 ESOT shares at 30(th) April 2024                                                                                                                                         91,048                    37

 During the year, 324,007 (2023 - 250,000) share options were exercised by
 Group employees, of which 154,000 (2023 - nil) were satisfied by the transfer
 of shares from the ESOT. These shares have been valued at a weighted average
 cost of £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 £29,000 (2023 - £8,000). The Company
 has not made any payments (2023 - nil) 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 2022                                                                                                                                       1,646,334                 2,689
 Exercise of LTIP share options                                                                                                                                           (250,000)                 (408)
 Treasury shares at 30th April 2023                                                                                                                                       1,396,334                 2,281
 Purchase of 290,000 shares from pension scheme                                                                                                                           290,000                   1,676
 Exercise of CSOP share options                                                                                                                                           (170,007)                 (292)
 Treasury shares at 30th April 2024                                                                                                                                       1,516,327                 3,665

 On 7th July 2023 the Company purchased 290,000 (2023 - nil) shares from the
 Group's pension scheme at a price of £5.78 per share, totalling £1,676,000.
 During the year, 324,007 (2023 - 250,000) share options were exercised, of
 which 170,007 (2023 - 250,000) were satisfied by the transfer of shares held
 in treasury by the Company. The share options issued from treasury have been
 valued at a weighted average cost of £1.72 (2022 - £1.63) per share
 totalling £293,000.

 11.   Contracts with customers

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

                                                                                     Group                                                                          Company
                                                                                     2024                          2023                                             2024                                  2023
                                                                                     £'000                         £'000                                            £'000                                 £'000

 Current contract assets                                                             100                           144                                              -                                     -
 Current contract liabilities                                                        (42,616)                      (14,585)                                         (1,784)                               (856)
 Non-current contract liabilities                                                    (10,019)                      -                                                -                                     -
 Net contract liabilities                                                            (52,535)                      (14,441)                                         (1,784)                               (856)

 At 30th April 2024 there was no provision for expected credit losses relating
 to contract assets (2023 - nil).

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

                                                                                                                                                                    Group                     Company
                                                                                                                                                                    £'000                     £'000

 Contract liabilities as at 30th April 2023                                                                                                                         14,585                    856
 New contract liabilities                                                                                                                                           105,443                   5,448
 Revenue recognised in the year:
  - that was included in the contract liability balance as at 30th April 2023                                                                                       (9,667)                   (856)
  - relating to new contract liabilities in the year                                                                                                                (57,505)                  (3,664)
 Other movements                                                                                                                                                    (22)                      -
 Exchange differences                                                                                                                                               (199)                     -
 Contract liabilities as at 30th April 2024                                                                                                                         52,635                    1,784

 Included in the contract liabilities balance at 30th April 2024 is £6,987,000
 relating to unpaid invoices.

 Of the existing contracts that were unsatisfied or partially unsatisfied at
 30th April 2024, revenue is expected to be recognised as follows:

                                                                                                                                                                          Group                           Company
                                                                                                                                                                          £'000                           £'000

 2025                                                                                                                                                                     42,616                          1,784
 2026                                                                                                                                                                     9,892                           -
 2027                                                                                                                                                                     127                             -
 Total                                                                                                                                                                    52,635                          1,784

 

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