Final Results

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: [phone]
Shore Capital (Nominated Adviser and Broker)
Patrick Castle / Daniel Bush / Lucy Bowden		Tel: [phone]

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 subsequent years				(287)		97
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 in subsequent years				2,453		(278)
Total comprehensive income for the year attributable to equity holders of the parent				13,666		3,934

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 30th April 2022														245,048				100
Exercise of share options														-				-
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
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

 

END