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
23rd August 2024 to those shareholders on the register
at the close of business on the 12th July 2024.
Michael Bell
25th 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 3rd July
2024. The full Annual Report and Accounts will be posted to
shareholders no later than 19th 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 25th 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 30th 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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |