REG - MS International PLC - Final Results
30/06/2025 07:00
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RNS Number : 8586O MS International PLC 30 June 2025
Chairman's statement
Introduction
In addition to commenting on another record financial performance, and giving
as much clarity as possible on future prospects and our ambitions, I will,
within this particularly significant year end statement outline decisions
arising from our review of the future strategic priorities for the Group,
including news of a proposed Board appointment.
Operating Environment
Many public companies now comment on the difficulties in planning and
forecasting outcomes given the various conflicts around the world and the, as
yet, unresolved international protectionist issues. Naturally, these macro
factors will affect MSI but, despite wider uncertainties, we remain positive
as we have several strategic positions which give us significant commercial
advantages.
International Focus on Defence
A very positive development for us is the intensifying focus on defence
spending internationally and the recognition by NATO Governments that spending
5% of GDP on defence is an objective given the uncertainties and hostilities
in the world. However, the necessity for governments to balance budgets
inevitably means that these targets might take some countries a few years to
achieve. Last year also brought multiple government changes around the world
and, in many cases, this led to defence reviews which continue to have the
short term effect of slowing down orders. Nevertheless, the medium and long
term prospects for the Defence and Security division are better today than
ever before.
2024/5 Results (Year ending April 2025)
I am delighted to report that we have, once again, made excellent progress
across all Group companies.
This is reflected in another record pre-tax profit amounting to £20.05m (2024
- £15.71m) on increased revenue of £117.50m (2024 - £109.58m).
Basic earnings per share were 90.0p (2024 - 71.0p).
The balance sheet remains strong with cash and cash equivalents of £27.78m
(2024 - £42.68m).
The Group order book at the April year end was marginally lower than the
record figure reported last year. This is purely owing to delays in the
placing of substantial defence equipment orders as both military requirements
and governments have changed.
a) 'Defence and Security'
This division now accounts for 70% of Group turnover. It was a record year for
export sales, particularly Naval weapons systems for the United States and the
first deliveries of Naval weapons systems for the German Navy. We also
continued to fulfil various orders from the Middle East for our "VSHORAD"
land-based counter drone weapons systems.
Looking ahead, there's encouraging international interest in our MSI-DS Land
Systems products.
Despite the challenges presented by international uncertainties and government
reviews, this has been a highly creditable performance from the Defence and
Security division.
b) 'Forgings'
Following a slow first half, resulting from overstocking by many lift-truck
manufacturers (mainly of low priced Chinese fork-arms), the second half has
shown a real recovery. Our ability to deliver 'a la carte' products quickly is
becoming increasingly attractive to the market.
Our overseas plants in the US and Brazil enjoyed successful years and, in
recent weeks, both have reported an upturn in demand. Our US manufacturing
operation is now a key facility and asset given the tariff issues and the
significant potential to develop the site for any future manufacturing
opportunities which we believe will arise.
c) 'Petrol Station Superstructures'
This division's longstanding reputation as the UK and East European market
leader in the design, manufacture, construction, and maintenance of vehicle
refuelling roadside stations continues to be a major factor in our prominent
role within the transformation of UK forecourt designs.
I am pleased to report that we have reinforced our dominant market position by
completing several substantial, complex new fuel and convenience hubs,
including provision for electric vehicles, on major UK roads.
Inevitably, the war in Ukraine continues to depress site development and
maintenance work across many parts of Eastern and Northern Europe. When a
solution to this conflict is found, we expect this business to be very well
placed for considerable maintenance work and general growth.
d) 'Corporate Branding'
Our UK business, which concentrates on petrol stations, produced an
outstanding performance. The business in the Netherlands serves a more diverse
range of sectors (including petrol stations, airports and theme parks) but
following the recent restructuring is expected to return to profitability this
year.
Outlook
a) 'Defence and Security'
We have recently received a request for purchase (RFP) from the US Navy for
another year's procurement programme of our MSI-DS 30mm Naval Weapon Systems.
I have commented on this in previous reports to shareholders. In addition, we
are already establishing a weapons support facility alongside our existing
advanced manufacturing fork-arms facility in the US.
Shareholders will note that our revenue from defence contracts is recognised
as performance obligations are satisfied, which is when control of goods and
services has transferred to the customer. The significance is that, whilst we
might be busy in our factories, the timing of the transfer of control means
revenue and profits are not instantly recognised. With government reviews and
subsequent delayed decisions, we anticipate that this will impact the current
financial year but we remain very optimistic about the next two full financial
years.
b) 'Forgings'
As a leading international supplier of fork-arms, with advanced manufacturing
facilities on three continents, the division is strategically poised to
benefit from the recent upheaval in the market and current recovery in demand.
c) 'Petrol Station Superstructures'
As the market leader in both the UK and Eastern Europe, the division is well
positioned, experienced and structured to benefit from the many exciting
prospects that contemporary forecourt designs present.
The prospects for this division are good, with buoyant conditions in the UK.
The number of planning applications for proposed fuel station redevelopment
projects suggests a strong potential pipeline. The operation in Poland will,
inevitably, continue to face serious challenges until a resolution is found to
the war. At that stage, it should benefit from the reconstruction that must
follow the neglect in the region that has taken place in the last three years.
d) 'Corporate Branding'
The UK business will continue to flourish in the current year with an
encouraging number of petrol stations both rebranding and undertaking
maintenance programmes.
As stated earlier, the business in the Netherlands needs further restructuring
and boosted with the recent increased synergy with the UK should return to
profitability in the year.
Review of Future Strategic Priorities for the Group
In all my recent statements I have referred to our internal review of the
strategic priorities for the Group and I announced certain management changes
at the Interim stage in December. I can now provide greater substance and
clarity on the outcome of this review.
Given the growth of our Defence and Security division, and its medium and long
term prospects, we have decided that this should become the Group's primary
focus.
We are, therefore, looking at the operational structures we have in place to
make these as efficient and appropriate as possible under the leadership of
John Meldrum (aged 56), who has been running the UK Defence and Security
division for 6 years, supported by David Hansell.
As a result of this decision, I am pleased to welcome John Meldrum to the
Board of MSI plc, which will become effective following the satisfactory
completion of customary regulatory checks.
Our new focus on Defence encouraged us to test the market's potential interest
in purchasing the businesses of Forgings, Petrol Station Superstructures and
Corporate Branding. With the help of external financial advisors, this process
was run in the Spring and considerable interest was expressed by financial
buyers but not at the levels that represented an attractive proposition for
MSI shareholders.
The process was, however, very motivating for the businesses and their
managements, and we will continue to introduce efficiencies to these excellent
businesses whilst we look at future strategic options. We are not in a rush to
sell these successful businesses as they continue to have considerable
potential and make a significant contribution to the Group. I expect to be
able to give shareholders more clarity later this year as and when relevant
news is available.
Summary and Final Dividend
This has been another year of outstanding trading performance and growth and,
as I have outlined in this Statement, we are confident that the Group is well
positioned for the future despite the many current international challenges.
The Board recommends the payment of a final dividend of 18p per share (2024 -
16.5p), making a total for the year of 23p per share (2024 - 19.5p). The
dividend is expected to be paid on 22nd August 2025 to shareholders on the
Register at the close of business on 18th July 2025.
Michael Bell
27(th) June 2025
MS INTERNATIONAL plc
Michael Bell Tel: 01302 322133
Shore Capital (Nominated Adviser and Broker)
Patrick Castle / Daniel Bush / Lucy Bowden Tel: 020 7408 4090
Copies of this announcement are available from the Company's registered office
at MS INTERNATIONAL plc, Balby Carr Bank, Doncaster, DN4 8DH, England. The
Notice of AGM will be posted to shareholders on or before 14(th) July 2025.
The full Annual Report and Accounts will be posted to shareholders no later
than 21(st) July 2025. They will be made available on the Company's website at
www.msiplc.com and will be delivered to the Registrar of Companies after it
has been laid before the Company's members at the Annual General Meeting to be
held on 6(th) August 2025 at The Holiday Inn, Warmsworth, Doncaster.
This announcement contains inside information for the purposes of Article 7 of
Regulation (EU) No 596/2014 which is part of UK law by virtue of the European
Union (Withdrawal) Act 2018.
Consolidated income statement
For the year ended 30th April 2025
2025 2024
Continuing operations Total Total
£'000 £'000
Revenue 117,503 109,576
Cost of sales (77,505) (75,708)
Gross profit 39,998 33,868
Distribution costs (4,727) (4,092)
Administrative expenses (16,476) (16,232)
Derivative (losses)/gains (73) 1,207
(21,276) (19,117)
Group operating profit 18,722 14,751
Interest received 1,354 1,244
Interest paid (26) (104)
Other finance costs - pensions - (179)
1,328 961
Profit before taxation 20,050 15,712
Taxation (5,519) (4,212)
Profit for the year attributable to equity holders of the parent 14,531 11,500
Basic earnings per share 90.0p 71.0p
Diluted earnings per share 87.0p 67.5p
Consolidated statement of comprehensive income
For the year ended 30th April 2025
2025 2024
Total Total
£'000 £'000
Profit for the year attributable to equity holders of the parent 14,531 11,500
Exchange differences on retranslation of foreign operations 435 (287)
Net other comprehensive gain/(loss) to be reclassified to profit or loss in 435 (287)
subsequent years
Remeasurement gains on defined benefit pension scheme - 3,270
Deferred tax on remeasurement on defined benefit pension scheme - (817)
Revaluation of land and buildings 1,080 -
Deferred tax on revaluation surplus on land and buildings 52 -
Net other comprehensive income not being reclassified to profit or loss in 1,132 2,453
subsequent years
Total comprehensive income for the year attributable to equity holders of the 16,098 13,666
parent
Consolidated and company statement of changes in equity
For the year ended 30th April 2025
Share capital Capital redemption reserve Other reserves Revaluation reserve Special reserve Currency translation reserve Treasury shares Retained earnings Total shareholders' funds
£'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
(a) Group
At 30th April 2023 (previously reported) 1,784 957 2,815 9,923 1,629 (320) (2,381) 26,668 41,075
Prior year adjustment - - - - - - - 928 928
At 30th April 2023 (as restated) 1,784 957 2,815 9,923 1,629 (320) (2,381) 27,596 42,003
Profit for the year - - - - - - - 11,500 11,500
Other comprehensive (loss)/income - - - - - (287) - 2,453 2,166
Total comprehensive (loss)/income - - - - - (287) - 13,953 13,666
Equity settled share-based payment expense - - - - - - - 65 65
Purchase of own shares - - - - - - (1,676) - (1,676)
Exercise of share options - - - - - - 355 (40) 315
Deferred tax on equity settled share-based payment expense - - - - - - - (38) (38)
Deferred tax on share option relief (restated) - - - - - - - 735 735
Dividends paid - - - - - - - (2,610) (2,610)
Transactions with owners recognised directly in equity - - - - - - (1,321) (1,888) (3,209)
At 30th April 2024 (restated) 1,784 957 2,815 9,923 1,629 (607) (3,702) 39,661 52,460
Profit for the year - - - - - - - 14,531 14,531
Other comprehensive (loss)/income - - - (1,677) - 435 - 2,809 1,567
Total comprehensive (loss)/income - - - (1,677) - 435 - 17,340 16,098
Equity settled share-based payment expense - - - - - - - 78 78
Deferred tax on share option relief - - - - - - - 192 192
Purchase of own shares - - - - - - (4,483) - (4,483)
Exercise of share options - - - - - - 798 (447) 351
Dividends paid - - - - - - - (3,507) (3,507)
Transactions with owners recognised directly in equity - - - - - - (3,685) (3,684) (7,369)
At 30th April 2025 1,784 957 2,815 8,246 1,629 (172) (7,387) 53,317 61,189
(b) Company
At 30th April 2023 (previously reported) 1,784 957 7,620 - 1,629 - (2,381) 18,321 27,930
Prior year adjustment - - - - - - - 928 928
At 30th April 2023 (as restated) 1,784 957 7,620 - 1,629 - (2,381) 19,249 28,858
Profit for the year - - - - - - - 2,753 2,753
Other comprehensive income - - - - - - - 2,215 2,215
Total comprehensive income - - - - - - - 4,968 4,968
Equity settled share-based payment expense - - - - - - - 65 65
Purchase of own shares - - - - - - (1,676) - (1,676)
Exercise of share options - - - - - - 355 (40) 315
Deferred tax on share option relief (restated) - - - - - - - 735 735
Dividends paid - - - - - - - (2,610) (2,610)
Transactions with owners recognised directly in equity - - - - - - (1,321) (1,850) (3,171)
At 30th April 2024 1,784 957 7,620 - 1,629 - (3,702) 22,367 30,655
Profit for the year - - - - - - - 4,293 4,293
Other comprehensive income - - - - - - - - -
Total comprehensive income - - - - - - - 4,293 4,293
Equity settled share-based payment expense - - - - - - - 78 78
Deferred tax on share option relief - - - - - - - 192 192
Purchase of own shares - - - - - - (4,483) - (4,483)
Exercise of share options - - - - - - 798 (447) 351
Dividends paid - - - - - - - (3,507) (3,507)
Transactions with owners recognised directly in equity - - - - - - (3,685) (3,684) (7,369)
At 30th April 2025 1,784 957 7,620 - 1,629 - (7,387) 22,976 27,579
Consolidated and company statements of financial position
At 30th April 2025
Group Company
2025 2024 2025 2024
Restated Restated
£'000 £'000 £'000 £'000
ASSETS
Non-current assets
Property, plant and equipment 30,257 27,953 1,571 1,389
Right-of-use assets 385 760 5,421 6,099
Intangible assets 2,367 2,448 - -
Investments in subsidiaries - - 16,449 15,669
Deferred income tax asset 7 16 584 923
Derivative assets - 309 - 309
Contract assets 428 - - -
33,444 31,486 24,025 24,389
Current assets
Inventories 30,733 25,250 3,109 1,823
Derivative asset 1,134 898 1,134 898
Trade and other receivables 33,669 28,881 12,847 12,106
Contract assets 7,376 100 - -
Cash and cash equivalents 23,745 35,509 9,087 9,936
Restricted cash held in Escrow 4,038 7,170 - -
100,695 97,808 26,177 24,763
TOTAL ASSETS 134,139 129,294 50,202 49,152
EQUITY AND LIABILITIES
Equity
Share capital 1,784 1,784 1,784 1,784
Capital redemption reserve 957 957 957 957
Other reserves 2,815 2,815 7,620 7,620
Revaluation reserve 8,246 9,923 - -
Special reserve 1,629 1,629 1,629 1,629
Currency translation reserve (172) (607) - -
Treasury shares (7,387) (3,702) (7,387) (3,702)
Retained earnings 53,317 39,661 22,976 22,367
TOTAL EQUITY SHAREHOLDERS' FUNDS 61,189 52,460 27,579 30,655
Non-current liabilities
Contract liabilities 7,208 10,019 - -
Deferred income tax liability 2,242 2,046 - -
Lease liabilities 61 422 5,123 5,771
Trade and other payables 623 - - -
10,134 12,487 5,123 5,771
Current liabilities
Trade and other payables 16,793 21,349 13,759 10,312
Contract liabilities 45,670 42,616 3,092 1,784
Lease liabilities 353 382 649 630
62,816 64,347 17,500 12,726
TOTAL EQUITY AND LIABILITIES 134,139 129,294 50,202 49,152
Consolidated and company cash flow statements
For the year ended 30th April 2025
Group Company
2025 2024 2025 2024
£'000 £'000 £'000 £'000
Profit/(loss) before taxation 20,050 15,712 (537) 266
Adjustments to reconcile profit/(loss) before taxation to cash generated from
operating activities:
Depreciation charge of owned assets and right-of-use assets 2,514 2,144 1,382 1,273
Amortisation charge 89 61 - -
Profit on disposal of property, plant and equipment (194) (214) (190) (93)
Equity settled share-based payment expense 78 65 78 65
Profit on disposal of joint venture - (9) - -
Finance income (1,328) (961) (212) (47)
Foreign exchange movements (117) - - -
(Increase)/decrease in inventories (5,862) (608) (1,286) 942
(Increase)/decrease in receivables (13,105) (19,259) 1,929 2,814
Decrease/(increase) in derivatives 73 (1,207) 73 (1,207)
(Decrease)/increase in payables (3,332) 6,637 3,666 547
Increase in contract liabilities 2,055 37,985 1,308 928
Pension fund deficit reduction payments - (1,125) - (1,125)
Cash generated from operating activities 921 39,221 6,211 4,363
Net interest received 1,350 1,177 399 449
Taxation (paid)/received (5,520) (3,796) 193 (597)
Net cash (outflow)/inflow from operating activities (3,249) 36,602 6,803 4,215
Investing activities
Dividends received from subsidiaries - - 1,500 3,224
Purchase of property, plant and equipment (3,733) (4,898) (932) (832)
Purchase of intangible assets (18) (142) - -
Proceeds on disposal of property, plant and equipment 281 314 236 101
Decrease/(increase) in cash held in the Escrow account maturing in more than 3,132 (4,253) - -
90 days
Net cash (outflow)/inflow from investing activities (338) (8,979) 804 2,493
Financing activities
Buy back of own shares (4,483) (1,676) (4,483) (1,676)
Money received from the exercise of share options 351 315 351 315
Lease payments (393) (409) (817) (817)
Dividends paid (3,507) (2,610) (3,507) (2,610)
Net cash outflow from financing activities (8,032) (4,380) (8,456) (4,788)
(Decrease)/increase in cash and cash equivalents (11,619) 23,243 (849) 1,920
Opening cash and cash equivalents 35,509 12,336 9,936 8,016
Exchange differences on cash and cash equivalents (145) (70) - -
Closing cash and cash equivalents 23,745 35,509 9,087 9,936
The financial information set out above does not constitute the Company's
statutory accounts for the periods ended 30(th) April 2025 or 30th April 2024
but is derived from those accounts. Statutory accounts for 2024 have been
delivered to the Registrar of Companies and those for 2025 will be delivered
following the Company's Annual General Meeting. The auditors have reported on
those accounts; their reports were unqualified and did not contain a statement
under section 498 (2) or (3) of the Companies Act 2006.
The accounting policies applied in this financial information are aligned with
those in the Group's financial statements for the years ended 30(th) April
2025 and 30(th) April 2024. Those financial statements were prepared in
accordance with UK-adopted international accounting standards and the
applicable legal requirements of the Companies Act 2006, except for the
revaluation of certain financial instruments and properties, and in accordance
with the requirements of the AIM Rules.
1. Segment information
For management and reporting purposes, the Group operated through four trading
divisions during the years ended 30th April 2025 and 30th April 2024. This
includes 'Defence and Security', 'Forgings', 'Petrol Station Superstructures',
and 'Corporate Brandings' divisions. These divisions are the basis on which
the Group reports its primary business segment information. The Board, which
includes the chief operating decision maker, considers each trading division
as a separate operating segment and monitors the operating results of its
business units separately for the purpose of making decisions about resource
allocation and performance assessment. Therefore, Group financing (including
finance costs and finance revenue) and income taxes are managed on a group
basis and are therefore not allocated to operating segments.
'Defence and 'Forgings' 'Petrol Station 'Corporate Total
Security' Superstructures' Branding'
2025 2024 2025 2024 2025 2024 2025 2024 2025 2024
£'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
Segmental revenue
Total revenue 82,449 67,228 13,770 17,627 13,236 16,355 8,600 8,957 118,055 110,167
Revenue from other segments - - - - (247) (309) (305) (282) (552) (591)
Revenue from external customers 82,449 67,228 13,770 17,627 12,989 16,046 8,295 8,675 117,503 109,576
Revenue recognised at a point in time 77,901 62,290 13,770 17,627 12,989 16,046 8,295 8,675 112,955 104,638
Revenue recognised over time 4,548 4,938 - - - - - - 4,548 4,938
Revenue from external customers 82,449 67,228 13,770 17,627 12,989 16,046 8,295 8,675 117,503 109,576
Segment result
Operating profit/(loss) 17,740 13,009 573 1,137 974 2,011 (565) (1,406) 18,722 14,751
Segmental assets
Assets attributable to segments 82,770 78,990 6,603 7,776 13,569 12,874 4,105 4,627 107,047 104,267
Unallocated assets* 27,092 25,027
Total assets 134,139 129,294
Segmental liabilities
Liabilities attributable to segments 58,101 63,320 1,435 2,255 5,526 4,711 2,450 2,455 67,512 72,741
Unallocated liabilities* 5,438 4,093
Total liabilities 72,950 76,834
Other segmental information
Capital expenditure 2,898 3,513 378 569 350 545 107 271 3,733 4,898
Depreciation 1,000 499 594 637 701 740 219 268 2,514 2,144
Amortisation 46 18 - - 43 43 - - 89 61
* Unallocated assets include certain fixed assets (including all UK
properties), current assets and deferred income tax assets. Unallocated
liabilities include the defined pension benefit scheme liability, the deferred
income tax liability, and certain current liabilities.
Assets and liabilities attributable to segments comprise the assets and
liabilities of each segment adjusted to reflect the elimination of the cost of
investment in subsidiaries and the provision of financing loans provided by MS
INTERNATIONAL plc.
Revenue between segments is determined on an arm's length basis. Segment
results, assets, and liabilities include items directly attributable to the
segment as well as those that can be allocated on a reasonable basis.
Geographical analysis
The following table presents revenue, assets, liabilities and capital
expenditure by geographical segment for the years ended 30th April 2025 and
30th April 2024. The Group's geographical segments are based on the location
of the Group's divisions.
United Kingdom Europe USA South America Total
2025 2024 2025 2024 2025 2024 2025 2024 2025 2024
£'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
External revenue by origin 80,124 79,893 6,563 8,101 28,829 19,450 1,987 2,132 117,503 109,576
Non-current assets 25,509 23,029 2,775 2,899 5,121 5,476 39 82 33,444 31,486
Current assets 78,828 82,837 2,938 3,559 17,986 10,631 943 781 100,695 97,808
Liabilities 41,773 41,553 2,410 2,739 28,649 32,254 118 288 72,950 76,834
Capital expenditure 3,581 4,817 54 56 95 25 4 - 3,734 4,898
Revenue disaggregated by customer base is shown as follows:
2025 2024
£'000 % £'000 %
United Kingdom 21,899 19% 48,974 45%
Asia 46,756 40% 24,350 22%
USA 28,829 25% 19,450 18%
Europe 17,072 14% 13,708 12%
South America 2,876 2% 3,086 3%
Rest of World 71 0% 8 0%
Total revenue 117,503 100% 109,576 100%
The Group's largest customer, which is reported in the 'Defence and Security'
division, contributed 37.1% to the Group's revenue (2024 - 27.4% from a
different customer). The Group's second largest customer, also reported in the
'Defence and Security' division, was the only other customer that contributed
more than 10% to the Group's revenue with a total of 13.6%% (2024 - 21.6% from
a different customer).
2. Derivative financial instruments
The Group has in place a number of forward currency contracts in respect of
USD denominated cash inflows in the 'Defence and Security' division.
The Group and Company has chosen not to adopt hedge accounting with respect to
forward exchange contracts and as a result a loss of £73,000 (2024 -
£1,207,000 gain) arising from the change in the fair value of the contracts
has been included within operating profit.
2025 US Dollar Sterling Average forward rate Change in fair value
$'000 £'000 £'000
Non-current derivative asset - - - -
Current derivative asset 28,400 22,412 1.2672 1,134
Total 28,400 22,412 1.2672 1,134
2024 US Dollar Sterling Average forward rate Change in fair value
$'000 £'000 £'000
Non-current derivative asset 20,000 16,134 1.2396 309
Current derivative asset 54,000 43,968 1.2282 898
Total 74,000 60,102 1.2312 1,207
In the tables above the US Dollar represents the total amount payable under
the forward exchange contracts and the Sterling represents the total amount
receivable under the forward exchange contracts.
3. Employee information
The average number of employees, including executive directors, during the
year was as follows:
Group Company
2025 2024 2025 2024
Number Number Number Number
Production 253 261 73 74
Technical 81 77 21 21
Distribution 28 28 2 2
Administration 92 89 40 37
454 455 136 134
(a) Staff costs
Including executive directors, employment costs were as follows:
Group Company
2025 2024 2025 2024
£'000 £'000 £'000 £'000
Wages and salaries 25,633 23,757 9,328 8,782
Social security costs 3,562 3,718 896 1,058
Pension costs 834 830 398 469
Redundancy costs 15 160 - -
Equity settled share-based payment expense 78 65 78 65
Cash settled share-based payment provision 330 134 330 134
30,452 28,664 11,030 10,508
(b) Directors' emoluments
2025 2024
£'000 £'000
Aggregate directors' emoluments 3,735 3,517
Pension contributions 133 115
Gain on exercise of share options 1,385 1,043
5,253 4,675
During the year two executive directors exercised LTIP share options totalling
100,000 (2024 - 100,000) at an exercise price of £0 (2024 - £0) per share.
The gain on these options is the difference between the market price at the
date of exercise, which ranged from £9.75 per share to £11.50 per share
(2024 - £7.20 to £7.30 per share), and the exercise price of £0 (2024 -
£0) per share.
Between June 2024 and October 2024 three directors exercised CSOP share
options totalling 38,334 (2024 - 63,335) at an exercise price of £1.41 per
share. The gain on these options is the difference between the market price at
the date of exercise, which ranged from £9.75 per share to £11.50 per share
(2024 - £5.88 to £7.15 per share), and the exercise price of £1.41 (2024 -
£1.41) per share.
4. Taxation
(a) Tax expense
The charge for taxation comprises:
2025 2024
£'000 £'000
Current tax
United Kingdom corporation tax 5,495 3,187
Foreign corporation tax 275 188
Adjustments in respect of previous years (155) (152)
Group current tax expense 5,615 3,223
Deferred tax
Origination and reversal of temporary differences (41) 857
Adjustments in respect of previous years (55) 132
Group deferred tax (credit)/expense (96) 989
Total tax expense on profit 5,519 4,212
Tax relating to items charged to other comprehensive income:
2025 2024
£'000 £'000
Deferred tax on measurement gains on pension scheme current year - 817
Deferred tax on revaluation surplus on land and buildings (52) -
Deferred tax (credit)/expense in the Consolidated statement of comprehensive (52) 817
income
Tax relating to items charged directly to equity:
2025 2024
£'000 £'000
Current tax on share option relief - (577)
Deferred tax on share option relief (192) (1,086)
Total tax credit charged directly to equity (192) (1,086)
(b) Factors affecting the tax charge for the year
The tax charge assessed for the year is higher than (2024 - higher than) the
standard rate of corporation tax in the UK of 25% (2024 - 25%). The
differences are explained below:
2025 2024
£'000 £'000
Profit before tax 20,050 15,712
Profit multiplied by standard rate of corporation tax of 25% (2024 - 25%) 5,013 3,928
Effects of:
Expenses not deductible for tax purposes 327 102
R&D tax credit - (322)
Adjustments in respect of overseas tax rates 21 5
Unrecognised tax losses 367 390
Dual residency tax 1 129
Current tax adjustment in respect of previous years (155) (152)
Deferred tax adjustment in respect of previous years (55) 132
Total taxation expense for the year 5,519 4,212
(c) Factors affecting future tax charge
At the reporting date, there are no factors that would affect the future tax
charge and therefore deferred income taxation has been provided at the rate at
the reporting date of 25%.
5. Earnings per share
The calculation of basic earnings per share of 90.0p (2024 - 71.0p) is based
on the profit for the year attributable to equity holders of the parent of
£14,531,000 (2024 - £11,500,000) and on a weighted average number of
ordinary shares in issue of 16,153,308 (2024 - 16,186,103). At 30th April 2025
there were 720,870 (2024 - 1,068,693) dilutive shares on option with an effect
of 545,606 (2024 - 845,288) giving a diluted earnings per share of 87.0p (2024
- 67.5p).
2025 2024
Number of ordinary shares in issue at start of the year 17,841,073 17,841,073
Cancellation of ordinary shares during the year - -
Number of ordinary shares in issue at the end of the year 17,841,073 17,841,073
Weighted average number of shares in issue 17,841,073 17,841,073
Less weighted average number of shared held in the ESOT (19,105) (163,021)
Less weighted average number of shares purchased by the Company (1,668,660) (1,491,949)
Weighted average number of shares to be used in basic EPS calculation 16,153,308 16,186,103
Dilutive effect of 720,870 (2024 - 1,068,693) shares on option 545,606 845,288
Weighted average diluted shares 16,698,914 17,031,391
Profit for the year attributable to equity holders of the parent in £ 14,531,000 11,500,000
Basic earnings per share 90.0p 71.0p
Diluted earnings per share 87.0p 67.5p
6. Dividends paid and proposed 2025 2024
£'000 £'000
Declared and paid during the year:
Final dividend for 2024: 16.5p (2023 - 13p) 2,703 2,123
Interim dividend for 2025: 5p (2024 - 3p) 804 487
3,507 2,610
Proposed for approval by shareholders at the AGM:
Final dividend for 2025: 18p (2024 - 16.5p) 2,910 2,703
7. Trade and other receivables
Group Company
2025 2024 2025 2024
£'000 £'000 £'000 £'000
Trade receivables (net of allowance for expected credit losses) 25,673 14,705 1,782 2,690
Amounts owed by subsidiary undertakings - - 10,225 8,502
Prepayments (*) 3,265 6,061 358 313
Other receivables (**) 4,082 7,429 11 24
Income tax receivable 649 686 471 577
33,669 28,881 12,847 12,106
(*) Included in Prepayments in the Group is £1,964,000 (2024 - £4,926,000)
for the payment in advance to certain suppliers in relation to contracts
within the 'Defence and Security' division. There are no payments in advance
within the Company (2024 - nil).
(**) Included in Other receivables in the Group is £3,497,000 (2024 -
£5,661,000) of costs in relation to obtaining a contract. There are no costs
in relation to obtaining a contract within the Company (2024 - nil).
(a) Trade receivables
Trade receivables are denominated in the following currencies:
Group Company
2025 2024 2025 2024
£'000 £'000 £'000 £'000
Sterling 15,230 12,222 1,524 2,220
Euro 822 1,084 258 470
US dollar 9,063 867 - -
Other currencies 558 532 - -
25,673 14,705 1,782 2,690
Trade receivables are non-interest bearing, generally have 30 day terms, and
are shown net of provision for expected credit losses. The aged analysis of
trade receivables after provision for expected credit losses is as follows:
Group Company
2025 2024 2025 2024
£'000 £'000 £'000 £'000
Not past due 19,426 13,504 1,718 2,555
< 30 days 715 396 37 83
30-60 days 4,556 92 9 47
60-90 days 49 50 18 5
> 90 days 927 663 - -
Total 25,673 14,705 1,782 2,690
In the Group, trade receivables with a nominal value of £14,000 (2024 -
£15,000) were impaired and fully provided as at 30th April 2025. During the
year, expected credit losses of £12,000 (2024 - £21,000) were recovered and
expected credit losses of £11,000 (2024 - £nil) were incurred.
In the Company, trade receivables with a nominal value of £11,000 (2024 -
£5,000) were impaired and fully provided as at 30th April 2025. During the
year, expected credit losses of £5,000 (2024 - £11,000) were recovered and
expected credit losses of £11,000 (2024 - £nil) were incurred.
(b) Amounts owed by subsidiary undertakings
All amounts due from Group companies are repayable on demand and are not
charged interest. The majority of intercompany balances are to group entities
with liquid assets and are capable of being fully repaid on demand, with the
exception of loans to 'MSI-Sign Group BV' and 'MSI-Sign Group GmbH' for which
an expected credit loss allowance of £2,842,000 (2024 - £3,113,000) is held.
It is expected that all such loans will be settled within 12 months of the
balance sheet date and the balances have been classified as current assets
accordingly.
In terms of the expected credit loss allowance relating to 'MSI-Sign Group
B.V.' and 'MSI-Sign Group GmbH' there has been a release of £257,000 (2024 -
£1,686,000 charge) during the year.
The directors have assessed the likelihood of default and the loss in the
event of default as well as the balance at the reporting date and conclude
that there is no further impairment of the receivable.
The amounts receivable at the reporting date can be categorised as:
Company
2025 2024
£'000 £'000
Amounts due from companies backed by liquid assets 10,225 1,898
Amounts due from 'MS INTERNATIONAL Estates Limited' 7,631 5,207
Amounts due from 'MS INTERNATIONAL Estates LLC' 861 1,397
18,717 8,502
8. Cash and cash equivalents
Group Company
2025 2024 2025 2024
£'000 £'000 £'000 £'000
Cash at bank and in hand 23,745 35,509 9,087 9,936
Restricted cash held in Escrow - maturing in more than 90 days 4,038 7,170 - -
Total cash 27,783 42,679 9,087 9,936
The balance held in Escrow provides security to both Lloyds Bank plc and
Barclays Bank plc in respect of certain guarantees, indemnities, and
performance bonds totalling £4,038,000 (2024 - £7,170,000) given by the
Group in the ordinary course of business.
The Company is party to a cross guarantee between 'MS INTERNATIONAL plc' and
'MSI-Defence Systems Ltd' which has been put in place to ensure compliance
with banking operations.
9. Net funds
(a) Analysis of net funds
Group Company
2025 2024 2025 2024
£'000 £'000 £'000 £'000
Cash and cash equivalents 23,745 35,509 9,087 9,936
Restricted cash held in Escrow 4,038 7,170 - -
Lease liabilities (414) (804) (5,772) (6,401)
27,369 41,875 3,315 3,535
(b) Group movement in net funds
Cash and cash equivalent Restricted cash held in Escrow Lease liabilities Total
At 30th April 2023 12,336 2,917 (1,208) 14,045
Cash flows 23,243 4,253 409 27,905
Foreign exchange adjustments (70) - 32 (38)
Interest - - (37) (37)
At 30th April 2024 35,509 7,170 (804) 41,875
Cash flows (11,619) (3,132) 393 (14,358)
Foreign exchange adjustments (145) - 19 (126)
Interest - - (22) (22)
At 30th April 2025 23,745 4,038 (414) 27,369
(c) Company movement in net funds
Cash and cash equivalents Lease liabilities Total
At 30th April 2023 8,016 (4,807) 3,209
Cash flows 1,920 817 2,737
New leases - (2,205) (2,205)
Interest - (206) (206)
At 30th April 2024 9,936 (6,401) 3,535
Cash flows (849) 817 (32)
Interest - (188) (188)
At 30th April 2025 9,087 (5,772) 3,315
10. Reserves
Capital redemption reserve
The balance classified as capital redemption reserve represents the nominal
value of issued share capital of the Company, repurchased.
Other reserves
Following the transfer of assets held at valuation by the Company to a
subsidiary company, a reserve has been created which is non-distributable.
This is equal to the revaluation reserve previously arising.
Additionally, it includes the non-distributable retained reserve for the
revaluation reserve previously showing in the Company for properties now
transferred to other members of the Group.
Revaluation reserve
The asset revaluation reserve is used to record increases in the fair value of
land and buildings and decreases to the extent that such decrease relates to
an increase on the same assets previously recognised in equity.
Special reserve
The special reserve is a distributable reserve created following the
cancellation of a share premium account by way of court order in March 1993.
Currency translation reserve
The foreign currency translation reserve is used to record exchange
differences arising from the translation of the financial statements of
foreign subsidiaries. It is also used to record the effect of hedging net
investments in foreign operations.
Treasury shares
The treasury share reserve is detailed as follows:
2025 2024
£'000 £'000
Employee Share Ownership Trust (a) 3 37
Shares in treasury (b) 7,384 3,665
7,387 3,702
(a) The Employee Share Ownership Trust
The Employee Share Ownership Trust ("ESOT") provides for the issue of options
over ordinary shares in the Company to Group employees, including executive
directors, at the discretion of the Remuneration Committee. The trustee of the
ESOT is Ocorian Ltd, an independent company registered in Jersey.
At 30th April 2025 the ESOT held 6,045 shares (2024 - 91,048), which
represents 0.04% (2024 - 0.56%) of the issued share capital of the Company
excluding treasury shares. The market value of these shares was £61,000 (2024
- £829,000) at 30th April 2025.
A reconciliation of the movement in the number of shares held by the ESOT is
as follows:
Number £'000
Number £'000
ESOT shares at 30th April 2023 245,048 100
Exercise of LTIP share options (100,000) (41)
Exercise of CSOP share options (54,000) (22)
ESOT shares at 30th April 2024 91,048 37
Exercise of CSOP share options (85,003) (34)
ESOT shares at 30th April 2025 6,045 3
During the year, 349,007 (2024 - 324,007) share options were exercised by
Group employees, of which 85,003 (2024 - 154,000) were satisfied by the
transfer of shares from the ESOT. These shares have been valued at a weighted
average cost of £0.41 (2024 - £0.41) per share.
The assets, liabilities, income, and costs of the ESOT have been incorporated
into the Company's financial statements. Total ESOT costs charged to the
income statement in the year amounts to £11,000 (2024 - £29,000). The
Company made a payment of £1,000 (2024 - nil) into the ESOT bank accounts
during the year.
(b) Shares in treasury
A reconciliation of the movement in the Company's own 10p ordinary shares held
in treasury is shown below:
Number £'000
Treasury shares at 30th April 2023 1,396,334 2,281
Purchase of 290,000 shares from pension scheme 290,000 1,676
Exercise of CSOP share options (170,007) (292)
Treasury shares at 30th April 2024 1,516,327 3,665
Purchase of 415,000 shares 415,000 4,483
Exercise of LTIP shares (100,000) (329)
Exercise of CSOP share options (164,004) (435)
Treasury shares at 30th April 2025 1,667,323 7,384
On 11th July 2024 and 6th September 2024 the Company purchased 300,000 shares
and 115,000 shares (2024 - 290,000) at a price of £11.00 and £9.90 per share
respectively (2024 - £5.78), totalling £4,483,000. During the year, 349,007
(2024 - 324,007) share options were exercised, of which 264,004 (2024 -
170,007) were satisfied by the transfer of shares held in treasury by the
Company. The share options issued from treasury have been valued at a weighted
average cost of £2.89 (2024 - £1.72) per share totalling £764,000 (2024 -
£293,000).
11. Contracts with customers
The Group and Company have recognised the following assets and liabilities
relating to contracts with customers:
Group Company
2025 2024 2025 2024
£'000 £'000 £'000 £'000
Non-current contract assets 428 - - -
Current contract assets 7,376 100 - -
Contract assets 7,804 100 - -
Current contract liabilities (45,670) (42,616) (3,092) (1,784)
Non-current contract liabilities (7,208) (10,019) - -
Contract liabilities (52,878) (52,635) (3,092) (1,784)
Net contract liabilities (45,074) (52,535) (3,092) (1,784)
The increase in contract assets during the year ending 30th April 2025 is as a
result of contract retentions, that is, the excess of revenue recognised in
profit and loss over invoiced milestones within the contract. At 30th April
2025 there was no provision for expected credit losses relating to contract
assets (2024 - nil).
A reconciliation of the movements in contract liabilities during the year is
shown below:
Group Company
£'000 £'000
Contract liabilities as at 30th April 2023 14,585 856
New contract liabilities 105,443 5,448
Revenue recognised in the year:
- that was included in the contract liability balance as at 30th April 2023 (9,667) (856)
- relating to new contract liabilities in the year (57,505) (3,664)
Other movements (22) -
Exchange differences (199) -
Contract liabilities as at 30th April 2024 52,635 1,784
New contract liabilities 79,641 5,679
Revenue recognised in the year:
- that was included in the contract liability balance as at 30th April 2024 (29,569) (1,775)
- relating to new contract liabilities in the year (55,234) (2,596)
Other movements 7,604 -
Exchange differences (2,199) -
Contract liabilities as at 30th April 2025 52,878 3,092
Contract liabilities relate to amounts invoiced on a contract before
performance obligations are met and revenue is recognised. Included in the
contract liabilities balance at 30th April 2025 is £12,171,000 (2024 -
£6,987,000) relating to unpaid invoices.
Of the existing contracts that were unsatisfied or partially unsatisfied at
30th April 2025, revenue is expected to be recognised as follows:
Group Company
£'000 £'000
2026 45,670 3,092
2027 4,312 -
2028 379 -
2029 2,517 -
Total 52,878 3,092
12. Prior year adjustment
During the year management identified that the Company had not accounted for
Part 12 tax relief with respect of share based payments in prior years and the
associated deferred tax. The tax relief is equal to the difference between the
market value of shares on the date of acquisition less the price paid for the
share options. Where the amount any tax deduction, or estimated future tax
deduction, exceeds the cumulative equity settled share-based payment charge
expense, the current or deferred tax associated with the excess is recognised
directly in equity.
As a result, the current tax adjustment of £206,000 and the deferred tax
adjustment of £722,000 in respect of 30th April 2023 have been recognised
directly within equity, increasing retained earnings by £928,000. For the
year ended 30th April 2024 there has been further adjustments of £371,000 and
£364,000 to current tax and deferred tax respectively, giving a cumulative
adjustment of £577,000 and £1,086,000, with a corresponding increase to
retained earnings and equity of £1,663,000.
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