MS INTERNATIONAL PLC

Annual Report • Jun 30, 2025

National Storage Mechanism | Additional information 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 27th 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 INTE RNATIONAL plc, Balby Carr Bank, Doncaster, DN4 8DH, England. The Notice of AGM will be posted to shareholders on or before 14th July 2025. The full Annual Report and Accounts will be posted to shareholders no later than 21st 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 6th 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 subsequent years 435 (287) 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 subsequent years 1,132 2,453 Total comprehensive income for the year attributable to equity holders of the parent 16,098 13,666 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 Restated 2025 2024 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 90 days 3,132 (4,253) - - 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 30th 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 30th April 2025 and 30th 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 income (52) 817 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. This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com. 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