Chairman's statement
Introduction
An encouraging development we have seen in the last twelve months has been the number of new shareholders investing in the business. I am delighted to welcome them. For their benefit, and to remind longstanding shareholders, in June 2025, I announced the outcome of our internal review of strategic priorities and the decision to focus on our developing 'Defence and Security' division.
This statement, therefore, focuses on that division but also covers the pleasing progress made in the other two divisions, 'Forgings' and the recently merged 'Petrol Station Superstructures and Branding' division.
Operating Environment
In my interim results statement in January, I said that "…I am delighted to tell shareholders that I believe our medium to long term prospects are better than at any time in the Company's history."
I still believe this to be the case despite the unparalleled political turmoil we are witnessing as world economies struggle with growth and the repercussions of the conflict in the Middle East.
We continue to receive substantial international interest for our range of defence and security products, especially our timely combat proven counter-drone capability. This is detailed in the Outlook section of this statement.
Additionally, it's very encouraging that most Governments now regularly state that defence should have a higher priority. However, getting to the point where these objectives translate into firm defence orders is a jump that's taking longer than reasonably anticipated. Anyone with an eye on the political agenda will have seen how Governments are reassessing their defence priorities and objectives against other financial demands.
2025/6 Results
Against this context, I can report similar Group revenues broadly in line with last year of £115.01m (2025 - £117.50m) with a reduced profit before tax of £15.06m (2025 - £20.05m), which was both anticipated and signalled in earlier shareholder communications.
Basic earnings per share were 67.4p (2025 - 90.0p).
The balance sheet has strengthened considerably with cash and cash equivalents of £46.53m (2025 - £27.78m).
The Group order book at the April year end was marginally lower than the previous two years mainly owing to delays in the placing of some substantial anticipated defence orders.
a) 'Defence and Security'
This was a year of resilient performance and continued progress for the division, notwithstanding the delays in worldwide defence procurement decisions. The division delivered sales ahead of budget and maintained strong profitability even though order intake was slow. The US business performed particularly well with continuing success with the US Navy.
b) 'Forgings'
'Forgings' had a challenging year in the UK, US and Brazil owing to the many uncertainties with US tariffs. This resulted in a disruption in the market and pricing became challenging.
Nevertheless, new strategic customers were gained, particularly in the US with our appropriately located facility. The outlook for 'Forgings' is most encouraging.
c) 'Petrol Station Superstructures and Branding'
Our decision to merge the 'Petrol Station Superstructures' and 'Corporate Branding' divisions was announced in October 2025. The legal merger of these two businesses completed at the end of January this year. The merger has already produced new opportunities from cross selling and the UK company has gained new business as a consequence.
Despite the negative effects of the war in Ukraine, our business in Poland remains resilient, particularly as a supplier of EV charging infrastructure programmes across Western Europe.
It's also encouraging that our dedicated branding business in the Netherlands has now returned to profit.
Outlook
a) 'Defence and Security'
Despite the worldwide political and economic uncertainty, we have received our first contract for our newly developed MSI-DS Multi Weapon Station for delivery into the Middle East in 2027.
Following on from the successful trials of the MSI-DS Terrahawk VSHORAD, these systems have been providing vital protection within the Middle East. The MSI-DS Terrahawk has been officially recognised as having provided protection against a significant number of drones within the region during the conflict.
Aside from our success with the US Navy, other significant international Navies continue to express interest with defined requirements. There is hardly a conversation or story worldwide about the future of defence that doesn't refer to drones. Our equipment is at the forefront of counter-drone capabilities, which has stimulated a substantial level of international recognition and interest in our combat proven systems. We anticipate that much of this international interest should convert to orders, which we will, of course, report to shareholders appropriately.
We already have the facilities and capacity to meet this demand when it crystalises in the foreseeable future.
In light of this, we recently appointed a new US Vice President of Business Development, who is suitably qualified with a commitment to develop the US land and naval markets in the long term.
In looking at future financial performance, shareholders should be reminded that our revenue from defence contracts is recognised only once 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 manufacturing and production facilities, the timing of the transfer of control means revenue and profits are not instantly recognised.
b) 'Forgings'
In the US, we have begun supplying a major international fork lift truck manufacturer with fork arms and we are optimistic that orders from their US plants will provide consistent revenues in the future. We have the opportunity and flexibility to supply either from our superb US, UK and Brazilian facilities.
Our manufacturing plants in the UK, US and Brazil provide many strategic options, particularly in a world where tariffs on steel fork arms and low cost Chinese imports remain key issues.
c) 'Petrol Station Superstructures and Branding'
This division has excellent prospects based on the new type of superstructures being designed and built for petrol stations in the UK and Europe. Contemporary sites require an EV facility to complement existing facilities. We are also receiving a growing number of requests for complex structures providing additional road-user facilities such as meeting rooms, car wash facilities and coffee shops.
Our unique database of over 40,000 thousand designs and plans, of both UK and European petrol stations, built up over the last 30 years give us an advantage in terms of immediate access to construction details and gives us a significant competitive advantage in this diverse market.
In the UK Corporate Branding business, we are aware of planned changes by some of the on sites owned and managed by the independent operators, so our pipeline is excellent.
In our corporate branding business in the Netherlands, our customer portfolio has become more widely diversified as we service other markets such as theme parks, hotels, automotive showrooms, and airports as well as petrol stations. This diversification across different sectors has not yet been tested in the UK but our success in Europe will provide a strong impetus when we have the UK capacity to diversify.
We will continue to see the benefits of increasingly being the UK and Eastern Europe market leader in this wide sector.
Progress on Strategic Priorities
Shareholders may recall that early in 2025 we tested the market's appetite for their interest in acquiring our 'Forgings' and 'Petrol Station Superstructures and Branding' businesses. Whilst interest was expressed, mainly from financial buyers, it wasn't at levels that we felt valued the business fairly given their prospects.
Following a sale process, I am pleased to report that, at the time of this announcement, we have encouraging interest from potential buyers for our recently merged 'Petrol Station Superstructures and Branding' business.
Presently, I am not in a position to give more detail as we are currently negotiating with potential buyers but I am hoping that an announcement can be made before the end of the summer.
Meanwhile, we have received unsolicited interest in the 'Forgings' business but have not undertaken a formal sale process. We intend to revisit this once the 'Petrol Station Superstructures and Branding' process is approaching a satisfactory conclusion.
Board Changes
It is with considerable regret and sadness that this will be my last Chairman's statement as I have realised that age brings notable challenges and that I can be of most benefit to the company as an adviser, with substantial experience and knowhow, rather than as an active Board member.
I have been with the Company for over 50 years, the majority of those as Chairman and Chief Executive, and have led the evolution of the Company from an international coal mining equipment business through many changes to its current position as a leading innovative and growing international defence company.
I am honoured that the Board has asked me to assume the title of 'Life President' of the Company and I have signed an agreement which begins immediately so that I am available to help on any issue or initiative.
I will, therefore, be stepping down today from the Board and I am delighted to announce that Anthony Wreford will become the independent Non-Executive Chairman with immediate effect. Anthony first advised our business at the time of the hostile Dobson Park bid for the Company in 1988 and we reengaged with him some two to three years ago as part of our review of strategic priorities. In an independent advisory role, he has played an important part in our recent strategic decisions. His appointment will help a smooth handover given his familiarity with our strategy and our senior management. Further information in accordance with the AIM Rules will be provided in a separate announcement today.
I am also pleased to announce that, with immediate effect, Michael O'Connell has been appointed as Group CEO following his tenure as Group Managing Director. Michael and I have worked together for over 40 years and he is fully aligned with my approach to the business, customer relationships and the principles by which we have grown this business.
This is a brilliant business with tremendous employees and I am so proud of how we have built the Company over the past 40 years. As the largest shareholder in the Company and my strong belief in the Company's prospects, it is my intention to remain a substantial shareholder for the foreseeable future.
I look forward to keeping in touch with employees, customers and shareholders who have supported and contributed to our growth and success. I thank them for the support they have shown me during my tenure as both Chairman and Chief Executive.
Whilst this is, inevitably, a sad day for me, I leave the management of the businesses in very capable hands.
Summary and Final Dividend
As we have previously communicated, these results confirm a year of strategic progress and new opportunities without these being yet reflected in the overall financial performance. I am confident that many of the market barriers that have constrained us last year will ease during the current financial year.
I, therefore, leave the Board confident that our prospects remain excellent.
The Board recommends the payment of a final dividend of 20p per share (2025 - 18p), making a total for the year of 26p per share (2025 - 23p). The dividend is expected to be paid on 18th September 2026 to shareholders on the Register at the close of business on 21st August 2026.
Michael Bell
15th July 2026
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 17th August 2026. The full Annual Report and Accounts will be posted to shareholders no later than 17th August 2026. 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 9th September 2026 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 2026 | 2026 2025 | Continuing operations Total Total | £'000 £'000 | Revenue 115,007 117,503 | Cost of sales (75,473) (77,505) | Gross profit 39,534 39,998 | Distribution costs (4,987) (4,727) | Administrative expenses (19,727) (16,476) | Derivative losses (867) (73) | (25,581) (21,276) | Group operating profit 13,953 18,722 | Interest received 1,214 1,354 | Interest paid (111) (26) | 1,103 1,328 | Profit before taxation 15,056 20,050 | Taxation (4,036) (5,519) | Profit for the year attributable to equity holders of the parent 11,020 14,531 | Basic earnings per share 67.4p 90.0p | Diluted earnings per share 65.7p 87.0p | Consolidated statement of comprehensive income | For the year ended 30th April 2026 | 2026 2025 | Total Total | £'000 £'000 | Profit for the year attributable to equity holders of the parent 11,020 14,531 | Exchange differences on retranslation of foreign operations (777) 435 | Net other comprehensive loss to be reclassified to profit or loss in subsequent years (777) 435 | Revaluation of land and buildings (86) 1,080 | Deferred tax on transfer of building (180) - | Deferred tax on revaluation surplus on land and buildings 51 52 | Net other comprehensive (loss)/income not being reclassified to profit or loss in subsequent years (215) 1,132 | Total comprehensive income for the year attributable to equity holders of the parent 10,028 16,098 |
Consolidated and company statement of changes in equity | For the year ended 30th April 2026 | 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 2024 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 | Profit for the year - - - - - - - 11,020 11,020 | Other comprehensive (loss)/income - - - (136) - (777) - (79) (992) | Total comprehensive (loss)/income - - - (136) - (777) - 10,941 10,028 | Equity settled share-based payment expense - - - - - - - 71 71 | Deferred tax on share option relief - - - - - - - 608 608 | Exercise of share options - - - - - - 881 (544) 337 | Dividends paid - - - - - - - (3,922) (3,922) | Transactions with owners recognised directly in equity - - - - - - 881 (3,787) (2,906) | At 30th April 2026 1,784 957 2,815 8,110 1,629 (949) (6,506) 60,471 68,311 | (b) Company | 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 | Profit for the year - - - - - - - (77) (77) | Other comprehensive income - - - - - - - - - | Total comprehensive income - - - - - - - (77) (77) | Equity settled share-based payment expense - - - - - - - 71 71 | Deferred tax on share option relief - - - - - - - 608 608 | Exercise of share options - - - - - - 881 (544) 337 | Dividends paid - - - - - - - (3,922) (3,922) | Transactions with owners recognised directly in equity - - - - - - 881 (3,787) (2,906) | At 30th April 2026 1,784 957 7,620 - 1,629 - (6,506) 19,112 24,596 |
Consolidated and company statements of financial position | At 30th April 2026 Group Company | 2026 2025 2026 2025 | £'000 £'000 £'000 £'000 | ASSETS | Non-current assets | Property, plant and equipment 30,578 30,257 318 1,571 | Right-of-use assets 895 385 - 5,421 | Intangible assets 2,901 2,367 - - | Investments in subsidiaries - - 15,312 16,449 | Deferred income tax asset 4 7 1,115 584 | Derivative assets 4 - 4 - | Trade and other receivables - - 7,289 8,492 | Contract assets 540 428 - - | 34,922 33,444 24,038 32,517 | Current assets | Inventories 20,677 30,733 - 3,109 | Derivative asset 263 1,134 263 1,134 | Trade and other receivables 20,471 33,669 7,362 4,355 | Contract assets 4,919 7,376 - - | Cash and cash equivalents 45,080 23,745 2,050 9,087 | Restricted cash held in Escrow 1,446 4,038 - - | 92,856 100,695 9,675 17,685 | TOTAL ASSETS 127,778 134,139 33,713 50,202 | 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 8,110 8,246 - - | Special reserve 1,629 1,629 1,629 1,629 | Currency translation reserve (949) (172) - - | Treasury shares (6,506) (7,387) (6,506) (7,387) | Retained earnings 60,471 53,317 19,112 22,976 | TOTAL EQUITY SHAREHOLDERS' FUNDS 68,311 61,189 24,596 27,579 | Non-current liabilities | Contract liabilities 2,198 7,208 - - | Deferred income tax liability 2,310 2,242 - - | Lease liabilities 677 61 - 5,123 | Trade and other payables 1,253 623 921 - | 6,438 10,134 921 5,123 | Current liabilities | Trade and other payables 18,694 15,863 8,196 13,759 | Warranty provision 899 929 - - | Current tax liabilities 1,003 1 - - | Contract liabilities 32,200 45,670 - 3,092 | Lease liabilities 233 353 - 649 | 53,029 62,816 8,196 17,500 | TOTAL EQUITY AND LIABILITIES 127,778 134,139 33,713 50,202 |
Consolidated and company cash flow statements | For the year ended 30th April 2026 Group Company | 2026 2025 2026 2025 | £'000 £'000 £'000 £'000 | Profit/(loss) before taxation 15,056 20,050 (5,797) (537) | Adjustments to reconcile profit/(loss) before taxation to cash generated from operating activities: | Depreciation charge of owned assets and right-of-use assets 2,740 2,514 1,098 1,382 | Amortisation charge 138 89 - - | Profit on disposal of property, plant and equipment (82) (194) (33) (190) | Profit on disposal of right of use assets - - (374) - | Loss on transfer of group companies - - 2,943 - | Equity settled share-based payment expense 71 78 71 78 | Finance income (1,103) (1,328) (5) (212) | Foreign exchange movements (1,131) (117) - - | Decrease/(increase) in inventories 10,067 (5,862) 1,422 (1,286) | Decrease/(increase) in receivables 14,994 (13,105) (1,600) 1,929 | Decrease in derivatives 867 73 867 73 | Increase/(decrease) in payables 3,431 (3,332) (1,105) 3,666 | (Decrease)/increase in contract liabilities (18,256) 2,055 (2,299) 1,308 | Cash generated from operating activities 26,792 921 (4,812) 6,211 | Net interest received 1,136 1,350 133 399 | Taxation (paid)/received (1,915) (5,520) 572 193 | Net cash inflow/(outflow) from operating activities 26,013 (3,249) (4,107) 6,803 | Investing activities | Dividends received from subsidiaries - - 5,000 1,500 | Purchase of property, plant and equipment (2,716) (3,733) (253) (932) | Purchase of intangible assets (673) (18) - - | Proceeds on disposal of property, plant and equipment 127 281 84 236 | Cash disposed on transfer of divisions to group companies - - (3,458) - | Investment in shares of subsidiary company - - (105) - | Decrease in cash held in the Escrow account maturing in more than 90 days 2,592 3,132 - - | Net cash (outflow)/inflow from investing activities (670) (338) 1,268 804 | Financing activities | Buy back of own shares - (4,483) - (4,483) | Money received from the exercise of share options 337 351 337 351 | Lease payments (471) (393) (613) (817) | Dividends paid (3,922) (3,507) (3,922) (3,507) | Net cash outflow from financing activities (4,056) (8,032) (4,198) (8,456) | Increase/(decrease) in cash and cash equivalents 21,287 (11,619) (7,037) (849) | Opening cash and cash equivalents 23,745 35,509 9,087 9,936 | Exchange differences on cash and cash equivalents 48 (145) - - | Closing cash and cash equivalents 45,080 23,745 2,050 9,087 |
The financial information set out above does not constitute the Company's statutory accounts for the periods ended 30th April 2026 or 30th April 2025 but is derived from those accounts. Statutory accounts for 2025 have been delivered to the Registrar of Companies and those for 2026 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 2026 and 30th April 2025. 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 three trading divisions during the years ended 30th April 2026 and 30th April 2025. This includes 'Defence and Security', 'Forgings', and 'Petrol Station Superstructures and Branding'. Following a restructure of the Group during the year, the previously reported 'Corporate Branding' segment now forms part of the 'Petrol Station Superstructures and Branding' segment. With effect from the current financial year, the two former divisions now constitute a single operating segment and this change resulted from the operational integration under single management. Accordingly, the prior year has also been restated for comparative purposes. 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 Security' 'Forgings' 'Petrol Station Superstructures and Branding' Total | 2026 2025 2026 2025 2026 2025 2026 2025 | £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 | Segmental revenue | Total revenue 71,598 82,449 13,446 13,770 30,193 21,836 115,237 118,055 | Revenue from other segments - - - - (230) (552) (230) (552) | Revenue from external customers 71,598 82,449 13,446 13,770 29,963 21,284 115,007 117,503 | Revenue recognised at a point in time 62,651 77,901 13,446 13,770 29,963 21,284 106,060 112,955 | Revenue recognised over time 8,947 4,548 - - - - 8,947 4,548 | Revenue from external customers 71,598 82,449 13,446 13,770 29,963 21,284 115,007 117,503 | Segment result | Operating profit/(loss) 12,762 17,740 (547) 573 1,738 409 13,953 18,722 | Segmental assets | Assets attributable to segments 80,269 82,770 5,851 6,603 15,403 17,674 101,523 107,047 | Unallocated assets* 26,255 27,092 | Total assets 127,778 134,139 | Segmental liabilities | Liabilities attributable to segments 44,716 58,101 2,145 1,435 7,073 7,976 53,934 67,512 | Unallocated liabilities* 5,533 5,438 | Total liabilities 59,467 72,950 | Other segmental information | Capital expenditure 2,296 2,898 19 378 401 457 2,716 3,733 | Depreciation 1,234 1,000 530 594 976 920 2,740 2,514 | Amortisation 95 46 - - 43 43 138 89 |
* 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 location for the years ended 30th April 2026 and 30th April 2025. The Group's geographical segments are based on the location of the Group's divisions. | United Kingdom Europe USA South America Total | 2026 2025 2026 2025 2026 2025 2026 2025 2026 2025 | £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 | External revenue by origin 59,949 80,124 9,319 6,563 43,894 28,829 1,845 1,987 115,007 117,503 | Non-current assets 26,563 25,509 3,219 2,775 5,133 5,121 7 39 34,922 33,444 | Current assets 82,017 78,828 3,419 2,938 6,494 17,986 926 943 92,856 100,695 | Liabilities 39,186 41,773 3,130 2,410 17,093 28,649 58 118 59,467 72,950 | Capital expenditure 2,180 3,580 - 54 536 95 - 4 2,716 3,733 | Revenue disaggregated by customer base is shown as follows: | 2026 2025 | £'000 % £'000 % | United Kingdom 38,776 34% 21,899 19% | Asia and Middle East 16,599 14% 46,756 40% | USA 43,802 38% 28,829 25% | Europe 13,778 12% 17,072 14% | South America 1,955 2% 2,876 2% | Rest of World 97 0% 71 0% | Total revenue 115,007 100% 117,503 100% |
The Group's largest customer, which is reported in the 'Defence and Security' division, contributed 17.7% to the Group's revenue (2025 - 37.1% from a different customer). The Group's second and third largest customer, also reported in the 'Defence and Security' division, were the only other customers that contributed more than 10% to the Group's revenue as shown in the table below.
2026 2025 | £'000 % £'000 % | 'Defence and Security' - Customer 1 20,301 17.7% 4,383 3.7% | 'Defence and Security' - Customer 2 12,795 11.1% 15,996 13.6% | 'Defence and Security' - Customer 3 11,818 10.3% 43,546 37.1% | Other customers contributing less than 10% of turnover 70,093 60.9% 53,578 45.6% | Total revenue 115,007 100% 117,503 100% |
2. Derivative financial instruments | The Group and Company have in place a number of forward currency contracts in respect of USD denominated cash inflows in the 'Defence and Security' division. During the year, forward currency contracts totalling $28,250,000 at an average exchange rate of 1.3195 have been taken out. | The Group and Company has chosen not to adopt hedge accounting with respect to forward exchange contracts and as a result a loss of £867,000 (2025 - £73,000 loss) arising from the change in the fair value of the contracts has been included within operating profit. | 2026 US Dollar Sterling Average forward rate Change in fair value | $'000 £'000 £'000 | Non-current derivative asset 269 204 1.3210 4 | Current derivative asset 14,271 10,807 1.3206 263 | Total 14,540 11,011 1.3206 267 | 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 | 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 | 2026 2025 2026 2025 | Number Number Number Number | Production 237 253 69 73 | Technical 79 81 19 21 | Distribution 27 28 2 2 | Administration 94 92 42 40 | 437 454 132 136 | (a) Staff costs | Including executive directors, employment costs were as follows: | Group Company | 2026 2025 2026 2025 | £'000 £'000 £'000 £'000 | Wages and salaries 26,597 25,633 8,878 9,328 | Social security costs 5,743 3,562 2,497 896 | Pension costs 826 834 342 398 | Redundancy costs 160 15 - - | Equity settled share-based payment expense 71 78 71 78 | Cash settled share-based payment provision 457 330 457 330 | 33,854 30,452 12,245 11,030 | (b) Directors' emoluments | 2026 2025 | £'000 £'000 | Short-term employee benefits 4,993 3,735 | Pension contributions 78 133 | Gain on exercise of share options 842 1,385 | 5,913 5,253 |
During the year one executive director (2025 - two directors) exercised LTIP share options totalling 50,000 (2025 - 100,000) at an exercise price of £0 (2025 - £0) per share. The gain on these options was the difference between the market price at the date of exercise of £12.25 (2025 - £9.75 to £11.50 per share), and the exercise price of £0 (2025 - £0) per share.
Between July 2025 and October 2025 four directors exercised CSOP share options totalling 26,664 (2025 - 38,334) 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 £11.00 per share to £14.40 per share (2025 - £9.75 to £11.50 per share), and the exercise price of £1.41 (2025 - £1.41) per share.
4. Taxation | (a) Tax expense | The charge for taxation comprises: | 2026 2025 | £'000 £'000 | Current tax | United Kingdom corporation tax 2,261 5,495 | Foreign corporation tax 1,156 275 | Adjustments in respect of previous years 63 (155) | Group current tax expense 3,480 5,615 | Deferred tax | Origination and reversal of temporary differences 659 (41) | Adjustments in respect of previous years (103) (55) | Group deferred tax expense/(credit) 556 (96) | Total tax expense on profit 4,036 5,519 | Tax relating to items charged to other comprehensive income: | 2026 2025 | £'000 £'000 | Deferred tax on revaluation surplus on land and buildings 129 (52) | Deferred tax expense/(credit) in the Consolidated statement of comprehensive income 129 (52) | Tax relating to items charged directly to equity: | 2026 2025 | £'000 £'000 | Deferred tax on share option relief (608) (192) | Total tax credit charged directly to equity (608) (192) | (b) Factors affecting the tax charge for the year |
The tax charge assessed for the year is higher than (2025 - higher than) the standard rate of corporation tax in the UK of 25% (2025 - 25%). The differences are explained below: | 2026 2025 | £'000 £'000 | Profit before tax 15,056 20,050 | Profit multiplied by standard rate of corporation tax of 25% (2025 - 25%) 3,764 5,013 | Effects of: | Expenses not deductible for tax purposes 234 327 | Adjustments in respect of overseas tax rates (6) 21 | Unrecognised tax losses 69 367 | Dual residency tax 15 1 | Current tax adjustment in respect of previous years 63 (155) | Deferred tax adjustment in respect of previous years (103) (55) | Total taxation expense for the year 4,036 5,519 | (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 67.4p (2025 - 90.0p) is based on the profit for the year attributable to equity holders of the parent of £11,020,000 (2025 - £14,531,000) and on a weighted average number of ordinary shares in issue of 16,351,904 (2025 - 16,153,308). At 30th April 2026 there were 692,901 (2025 - 720,870) dilutive shares on option with an effect of 413,177 (2025 - 545,606) giving a diluted earnings per share of 65.7p (2025 - 87.0p). | 2026 2025 | Number of ordinary shares in issue at start of the year 17,841,073 17,841,073 | 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 (4,686) (19,105) | Less weighted average number of shares purchased by the Company (1,484,483) (1,668,660) | Weighted average number of shares to be used in basic EPS calculation 16,351,904 16,153,308 | Dilutive effect of 692,901 (2025 - 720,870) shares on option 413,177 545,606 | Weighted average diluted shares 16,765,081 16,698,914 | Profit for the year attributable to equity holders of the parent in £ 11,020,000 14,531,000 | Basic earnings per share 67.4p 90.0p | Diluted earnings per share 65.7p 87.0p | 6. Dividends paid and proposed 2026 2025 | £'000 £'000 | Declared and paid during the year: | Final dividend for 2025: 18p (2024 - 16.5p) 2,938 2,703 | Interim dividend for 2026: 6p (2025 - 5p) 984 804 | 3,922 3,507 | Proposed for approval by shareholders at the AGM: | Final dividend for 2026: 20p (2025 - 18p) 3,286 2,910 |
7. Trade and other receivables | Current trade and other receivables Group Company | 2026 2025 2026 2025 | £'000 £'000 £'000 £'000 | Trade receivables (net of allowance for expected credit losses) 14,130 25,673 - 1,782 | Amounts owed by subsidiary undertakings - - 6,445 1,733 | Prepayments (*) 3,032 3,265 75 358 | Other receivables (**) 3,203 4,082 106 11 | Income tax receivable 106 649 736 471 | 20,471 33,669 7,362 4,355 | (*) Included in Prepayments in the Group is £1,690,000 (2025 - £1,964,000) 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 (2025 - nil). | (**) Included in Other receivables in the Group is £1,780,000 (2025 - £3,497,000) of costs in relation to obtaining a contract, which will be expensed to profit and loss in line with future recognition of revenue on certain contracts. There are no costs in relation to obtaining a contract within the Company (2025 - nil). | Non-current trade and other receivable Group Company | 2026 2025 2026 2025 | £'000 £'000 £'000 £'000 | Amounts owed by subsidiary undertakings - - 7,289 8,492 | Total non-current trade and other receivables - - 7,289 8,492 | (a) Trade receivables | Trade receivables are denominated in the following currencies: | Group Company | 2026 2025 2026 2025 | £'000 £'000 £'000 £'000 | Sterling 10,281 15,230 - 1,524 | Euro 1,723 822 - 258 | US dollar 1,605 9,063 - - | Other currencies 521 558 - - | 14,130 25,673 - 1,782 | 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 | 2026 2025 2026 2025 | £'000 £'000 £'000 £'000 | Not past due 8,354 19,426 - 1,718 | < 30 days 1,272 715 - 37 | 30-60 days 273 4,556 - 9 | 60-90 days 92 49 - 18 | > 90 days 4,139 927 - - | Total 14,130 25,673 - 1,782 | In the Group, trade receivables with a nominal value of £716,000 (2025 - £14,000) were impaired and fully provided as at 30th April 2026. During the year, expected credit losses of £13,000 (2025 - £12,000) were recovered and expected credit losses of £715,000 (2025 - £11,000) were incurred. | In the Company, trade receivables with a nominal value of £15,000 (2025 - £11,000) were impaired and fully provided as at 31st January 2026, being the date the net assets of the trading divisions 'MSI-Forks', 'Global-MSI' and 'Petrol Sign' were transferred to subsidiary companies. During the year, expected credit losses of £nil (2025 - £5,000) were recovered and expected credit losses of £4,000 (2025 - £11,000) were incurred. At the balance sheet date there were no trade receivables outstanding in the Company. | (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 £2,081,000 (2025 - £2,842,000) 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 £761,000 (2025 - £257,000 release) during the year. | The loans to 'MS INTERNATIONAL Estates Limited' and 'MS INTERNATIONAL Estates LLC', which although are repayable on demand, are supported by properties which are not immediately realisable. As a result they have been classified within non-current trade and other payables. | 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 | 2026 2025 | £'000 £'000 | Current: amounts due from companies backed by liquid assets 6,445 1,733 | Non-current: amounts due from 'MS INTERNATIONAL Estates Limited' 7,289 7,631 | Non-current: amounts due from 'MS INTERNATIONAL Estates LLC' - 861 | 13,734 10,225 |
8. Cash and cash equivalents | Group Company | 2026 2025 2026 2025 | £'000 £'000 £'000 £'000 | Cash at bank and in hand 45,080 23,745 2,050 9,087 | Restricted cash held in Escrow - maturing in more than 90 days 1,446 4,038 - - | Total cash 46,526 27,783 2,050 9,087 | 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 £1,446,000 (2025 - £4,038,000) 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 | 2026 2025 2026 2025 | £'000 £'000 £'000 £'000 | Cash and cash equivalents 45,080 23,745 2,050 9,087 | Restricted cash held in Escrow 1,446 4,038 - - | Lease liabilities (910) (414) - (5,772) | 45,616 27,369 2,050 3,315 | (b) Group movement in net funds | Cash and cash equivalent Restricted cash held in Escrow Lease liabilities Total | £'000 £'000 £'000 £'000 | 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 | Cash flows 21,287 (2,592) 471 19,166 | New leases - - (981) (981) | Cancellation of leases - - 70 70 | Foreign exchange adjustments 48 - (23) 25 | Interest - - (33) (33) | At 30th April 2026 45,080 1,446 (910) 45,616 | (c) Company movement in net funds | Cash and cash equivalents Lease liabilities Total | £'000 £'000 £'000 | 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 | Cash flows (7,037) 613 (6,424) | Transfer of leases to group companies - 5,286 5,286 | Interest - (127) (127) | At 30th April 2026 2,050 - 2,050 |
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: | 2026 2025 | £'000 £'000 | Employee Share Ownership Trust (a) 2 3 | Shares in treasury (b) 6,504 7,384 | 6,506 7,387 | (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 2026 the ESOT held 4,045 shares (2025 - 6,045), which represents 0.02% (2025 - 0.04%) of the issued share capital of the Company excluding treasury shares. The market value of these shares was £68,000 (2025 - £61,000) at 30th April 2026. | A reconciliation of the movement in the number of shares held by the ESOT is as follows: | Number £'000 | 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 | Exercise of CSOP share options (2,000) (1) | ESOT shares at 30th April 2026 4,045 2 | During the year, 264,139 (2025 - 349,007) share options were exercised by Group employees, of which 2,000 (2025 - 85,003) were satisfied by the transfer of shares from the ESOT. These shares have been valued at a weighted average cost of £0.41 (2025 - £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 £9,000 (2025 - £11,000). The Company made no payments (2025 - £1,000) 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 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 | Exercise of LTIP shares (50,000) (168) | Exercise of CSOP share options (212,139) (712) | Treasury shares at 30th April 2026 1,405,184 6,504 | During the year, 264,139 (2025 - 349,007) share options were exercised, of which 262,139 (2025 - 264,004) were satisfied by the transfer of shares held in treasury by the Company. The share issued from treasury have been valued at a weighted average cost of £3.36 (2025 - £2.89) per share totalling £880,000 (2025 - £764,000). | 11. Contracts with customers | The Group and Company have recognised the following assets and liabilities relating to contracts with customers: | Group Company | 2026 2025 2026 2025 | £'000 £'000 £'000 £'000 | Non-current contract assets 540 428 - - | Current contract assets 4,919 7,376 - - | Contract assets 5,459 7,804 - - | Current contract liabilities (32,200) (45,670) - (3,092) | Non-current contract liabilities (2,198) (7,208) - - | Contract liabilities (34,398) (52,878) - (3,092) | Net contract liabilities (28,939) (45,074) - (3,092) | At 30th April 2026 there was no provision for expected credit losses relating to contract assets (2025 - 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 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 2025 (29,569) (1,775) | - relating to new contract liabilities in the year (55,234) (2,596) | Transfer of retentions to contract assets 7,604 - | Exchange differences (2,199) - | Contract liabilities as at 30th April 2025 52,878 3,092 | New contract liabilities 55,519 2,543 | Revenue recognised in the year: | - that was included in the contract liability balance as at 30th April 2025 (44,859) (3,092) | - relating to new contract liabilities in the year (26,565) (1,750) | Transfer of retentions to contract assets (2,345) - | Transfer of contract liabilities to group company - (793) | Exchange differences (230) - | Contract liabilities as at 30th April 2026 34,398 - | Contract liabilities relate to amounts invoiced on a contract before performance obligations are met and revenue is recognised. Included in the contract liabilities balance as at 30th April 2026 is £7,823,000 (2025 - £12,171,000) relating to unpaid invoices. As the contracts are non-cancellable, they have not been netted off against trade debtors. | Of the existing contracts that were unsatisfied or partially unsatisfied at 30th April 2026, revenue is expected to be recognised as follows: | Group Company | £'000 £'000 | 2027 32,200 - | 2028 2,198 - | 2029 - - | Total 34,398 - |
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