Half-year Report

MS International

14/01/2026 07:00

RNS Number : 7758O

MS International PLC

14 January 2026

 

MS INTERNATIONAL plc
Unaudited Interim Condensed
Group Financial Statements
31st October 2025


 

EXECUTIVE DIRECTORS
Michael Bell
Michael O'Connell
Nicholas Bell
Shelley Ashcroft
John Meldrum
NON-EXECUTIVE DIRECTORS
Roger Lane-Smith
David Hansell
COMPANY SECRETARY
Shelley Ashcroft
REGISTERED OFFICE
Balby Carr Bank
Doncaster
DN4 8DH
England
PRINCIPAL OPERATING DIVISIONS
'Defence and Security'
'Forgings'
'Petrol Station Superstructures and Branding'


 

 

Chairman's Statement
Introduction
This is the first occasion, in recent times, that we have published our interim results in January. The change from an early December date allows more time for the preparation of results, given the Company's significant growth in recent years and ensures that my statement reflects the latest trading position in a world where business events and markets change rapidly.
In that regard 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.
Before reporting our interim figures in detail, it is important to cover some significant developments, particularly as last year also saw several new institutional shareholders invest in the business.
2025 was arguably the most significant year for the business since its formation. It saw the conclusion of a two-year internal review resulting in the decision to focus on the 'Defence and Security' division and dispose of our non-core divisions. We also reshaped and strengthened our management team.
Last Spring, we tested market interest in the non-core activities of 'Forgings', 'Petrol Station Superstructures' and 'Corporate Branding'. We received encouraging interest, but mainly from financial buyers. We will continue our dialogue with those but, in addition, our objective this calendar year, is to explore potential trade buyers' interest in these very successful businesses.
We enter 2026 with an enhanced and younger Board. In January 2025 Shelley Ashcroft (40) joined the Board as Finance Director and, in August, John Meldrum (57), the CEO of our 'Defence and Security' division, also moved onto the Board. Both have already made considerable contributions in their new capacities. I continue as Executive Chairman and Michael O'Connell, our former Finance Director, is now Managing Director and we continue to jointly manage our group of companies.
Results
All three divisions continued to perform well during the half year ended 31st October 2025 although, as I guided to in last June's full year announcement, we are experiencing a slower current financial year, mainly owing to timing issues with defence orders and that revenue is only recognised when performance obligations are satisfied.
As expected, our overall performance has been relatively flat with profit before tax amounting to £8.47m (2024 - £8.77m) on revenue of £55.81m (2024 - £54.72m). However, after removing the impact of derivative gains and losses (note 15), profit on a like for like basis of £9.28m was up on the prior year (2024 - £7.98m).
Basic earnings per share were 38.5p (2024 - 39.8p).
The balance sheet remains strong with cash and cash equivalents of £35.73m (2024 - £32.02m).
Review of Divisions
'Defence and Security'
Political uncertainty and increasing volatility throughout the world is such that many countries now recognise the importance of a significant defence budget. Many have set a target of a minimum spend of 2.5% of GDP. Yet some governments are struggling to make decisions as to what they need, how quickly they need it and how to fund their requirements. Despite these challenges the division continues to perform well and is positioned to react to the industry's ever-changing demands.
In my year end statement, I informed shareholders that we had received a 'Request for Purchase' from the US Navy for another year's procurement programme of our MSI-DS 30mm naval weapon system. I am most delighted to confirm that we were successful in being awarded a further one year's contract, as we announced on 1st October 2025.
The investment we are making in the USA and Europe (Poland), will make a significant difference to how we operate going forward. Having a footprint in the UK, USA and Europe will allow us to trade better in these regions and, potentially, open up financial support for customers looking to buy our defence equipment. Establishing our support and maintenance facility within the US has created greater opportunities for product support contracts within the US Navy. Moreover, this success within the 'US Naval' market gives us excellent foundations to develop significant growth opportunities within the 'US Land Defence' market.
We continue to invest in our capabilities so that we can meet anticipated increases in demand. In addition to our support and maintenance facility, we are also strengthening our USA team, particularly with the appointment of our new VP of Business Development. This brings us a highly experienced and well-connected individual who has an excellent track record of delivering success in the 'Land Defence' market. We are now better placed than ever with a higher profile and enhanced opportunities to provide our customers with a better service worldwide.
At the major London Defence Exhibition (DSEI) in September, we were pleased to welcome more potential customers to our stand than at any previous exhibition. We have also participated in a number of weapon system demonstrations and I am pleased to report that, in every case, our products have performed extremely well and, particularly pleasingly, better than our competitors.
In summary, we are enjoying great success in the 'Naval Systems' market with the US Navy and other navies, as well as opening up opportunities in the much larger market for our 'Land Systems'. The MSI profile continues to grow and, combined with the considerable investment we have made in the global defence market, it augers well for our future.
'Forgings'
Market conditions remain mixed across the division. The UK and US businesses continue to experience soft demand, primarily driven by uncertainty surrounding US trade policy and the evolving tariff environment. Many customers remain cautious, slowing purchasing activity as they reassess sourcing strategies. Despite this, quoting activity remains elevated, particularly in the US, where the medium-term outlook is increasingly positive. Brazil continues to perform well, contributing steady levels of sales and margin. The operation remains efficient and cash-generative, requiring minimal oversight.
A major development in the period has been the start of deliveries in the USA to Mitsubishi Logisnext America (MLA), a major lift-truck and material handling manufacturer. Initial volumes have now commenced and customer engagement remains strong. The message from MLA is consistent-they are keen to accelerate volumes and expand the relationship further. In parallel, we are now actively quoting for programmes with other major lift-truck and material handling manufacturers in the USA. Should these opportunities convert, the scale of potential business is substantial.
While short-term demand in the UK and US remains subdued, the pipeline of opportunity in America is strong. With MLA deliveries underway and potential awards from other major OEMs, we are well positioned to scale up rapidly. Our production model, cost discipline and system integration give us the flexibility to respond to market volatility and customer requirements as conditions evolve.
'Petrol Station Superstructures and Branding'
Last autumn, we committed to merge our 'Branding' business with our 'Petrol Station Superstructures' business. This process is now operationally complete and the combined division is led by Martin Steggles (58), who was previously CEO of our 'Petrol Station Superstructures' business.
The strong performance demonstrated last year by the Group's petrol station 'Petrol Station Superstructures' and 'Branding' divisions, has carried forward into the current trading period, driven by large-scale service station transformation, modernisation and re-imaging programmes by large, well-disciplined independent forecourt retailers.
The recent trend towards the development of large new multi-purpose fuel hubs containing traditional fossil fuels, EV charging, retail offerings and 'Food-To-Go' outlets has accelerated with several high-quality projects either completed or under construction at the half-year.
The integration of our 'Petrol Station Superstructures' and our 'Branding' divisions has been positively recognised by the larger fuel retailers who increasingly accept the value in placing structures and branding contracts with the Group's closely aligned forecourt businesses.
As market-leading specialists in the design, manufacture, installation, maintenance, repair, branding and re-styling of fuel forecourts, with unique in-house capability across all functions, we are well positioned to capitalise on many exciting opportunities for existing customers and new market entrants.
Plans are underway to increase manufacturing capacity in the 'Branding' business as it continues to increase market share and widen its customer base. Similarly, the 'Petrol Station Superstructures' business is seeing greater demand for its services from customers adding 'Food-To-Go' and 'Drive-Thru' food & drink outlets to fuel forecourts.
By offering a comprehensive, high-quality and increasingly wide suite of services, the 'Petrol Station Superstructures' and 'Branding' businesses are, together, forging long-term 'prime supplier' relationships with major forecourt retailers seeking rapid, quality, innovative solutions to increasingly complex forecourt schemes.
Shareholder Communications
I was pleased to welcome a record number of attendees at our AGM in August, which was testimony to the wider interest in the Group and the recent share price performance. It was significant that almost all the questions focussed on the future of our 'Defence and Security' business.
Shore Capital, our broker, has given the Company invaluable support for several years especially as our 'nomad'. I am pleased to say that Shore Capital has now been given a more extensive and proactive brief to reflect the increased investor interest in MS INTERNATIONAL plc.
They have helped plan institutional investor visits to our impressive 'Defence and Security' division in Norwich. The feedback from these visits has been very encouraging. As interest in MSI increases, we will look to expand our liaison with existing and potential investors.
Outlook
We enter another significant calendar year for the business as we look to focus on the 'Defence and Security' division. In an increasingly uncertain world, it is difficult to predict our pace of growth, but I cannot remember a time when we have had so much interest in our products.
Many of the world's economies are challenged so, whilst a desire to increase defence spending remains high, the ability to do so quickly will vary by country. I believe we are very well placed to benefit once this desire is converted into a firm commitment to spend. This benefit will accrue over the many years to come. As I stated earlier, our medium to long term prospects are better than at any time in the Company's history.
I would like to thank all our shareholders for their continued support and interest in the business. The Board recommends payment of an increased interim dividend of 6p (2024 - 5p) per share to be paid on 20th February 2026 to those shareholders on the register of members at the close of business on 23rd January 2026.
Michael Bell 13th January 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


 

Independent review report to MS INTERNATIONAL plc
Conclusion
We have been engaged by MS INTERNATIONAL plc (the 'company') to review the condensed set of financial statements in the half-yearly financial report for the six months ended 31 October 2025 which comprises the Interim condensed consolidated income statement, Interim condensed consolidated statement of comprehensive income, Interim condensed consolidated statement of financial position, interim consolidated statement of changes in equity, Interim consolidated cash flow statement and Notes to the interim consolidated financial statements. We have read the other information contained in the half-yearly financial report which comprises only the the Chairman's statement and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed set of financial statements.
Based on our review, nothing has come to our attention that causes us to believe that the condensed set of financial statements in the half-yearly financial report for the six months ended 31 October 2025 is not prepared, in all material respects, in accordance with UK-adopted International Accounting Standard (IAS) 34, 'Interim Financial Reporting' and the AIM rules for Companies.
Basis for conclusion
We conducted our review in accordance with International Standard on Review Engagements (UK) 2410, "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by Financial Reporting Council for use in the United Kingdom (ISRE (UK) 2410). A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
As disclosed in note 2, the annual financial statements of the group are prepared in accordance with UK-adopted international accounting standards. The condensed set of financial statements included in this half yearly financial report has been prepared in accordance with UK- adopted International Accounting Standard 34, 'Interim Financial Reporting'.
We have read the other information contained in the half-yearly financial report which comprises only the Chairman's Statement and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed set of financial statements.
Conclusions relating to going concern
Based on our review procedures, which are less extensive than those performed in an audit as described in the Basis of conclusion section of this report, nothing has come to our attention to suggest that management have inappropriately adopted the going concern basis of accounting or that management have identified material uncertainties relating to going concern that are not appropriately disclosed.
This conclusion is based on the review procedures performed in accordance with this ISRE (UK), however future events or conditions may cause the entity to cease to continue as a going concern.
In our evaluation of the directors' conclusions, we considered the inherent risks associated with the group's business model including effects arising from macro-economic uncertainties such as high interest and inflation rates, we assessed and challenged the reasonableness of estimates made by the directors and the related disclosures and analysed how those risks might affect the group's financial resources or ability to continue operations over the going concern period.
Directors' responsibilities
The half-yearly financial report is the responsibility of, and has been approved by, the directors. The directors are responsible for preparing the half-yearly financial report in accordance with UK-adopted International Accounting Standard (IAS) 34, 'Interim Financial Reporting' and the AIM rules for Companies.
In preparing the half-yearly financial report, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.
Auditor's responsibilities for the review of the financial information
In reviewing the half-yearly report, we are responsible for expressing to the Company a conclusion on the condensed set of financial statements in the half-yearly financial report.
Our conclusion, including our Conclusions relating to going concern, are based on procedures that are less extensive than audit procedures, as described in the Basis for conclusion paragraph of this report.
Use of our report
This report is made solely to the company in accordance with ISRE (UK) 2410. Our review work has been undertaken so that we might state to the company those matters we are required to state to it in an independent review report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company, for our review work, for this report, or for the conclusion we have formed.
Grant Thornton UK LLP
Statutory Auditor, Chartered Accountants
Leeds
13th January 2026
Interim condensed consolidated income statement
Half-year to 31st October 2025
Half-year to 31st October 2024
unaudited
unaudited
Notes
£'000
£'000
Revenue
5/6
55,814
54,718
Cost of sales
(35,403)
(36,154)
Gross profit
20,411
18,564
Distribution costs
(2,411)
(2,102)
Administrative expenses
(9,350)
(9,226)
Derivative (losses)/gains
15
(806)
788
Operating profit
6
7,844
8,024
Finance income
628
748
Other finance costs - pension
-
-
Profit before taxation
8,472
8,772
Tax expense
7
(2,202)
(2,326)
Profit for the period attributable to equity holders of the parent
6,270
6,446
Basic earnings per share
8
38.5p
39.8p
Diluted earnings per share
8
37.6p
38.3p
Interim condensed consolidated statement of comprehensive income
Half-year to 31st October 2025
Half-year to 31st October 2024
unaudited
unaudited
Notes
£'000
£'000
Profit for the period attributable to equity holders of the parent
6,270
6,446
Exchange differences on retranslation of foreign operations
(530)
649
Net other comprehensive (loss)/income to be reclassified to profit or loss in subsequent periods
(530)
649
Net other comprehensive income not being reclassified to profit or loss in subsequent periods
-
-
Total comprehensive income for the period attributable to equity holders of the parent
5,740
7,095

 

Interim condensed consolidated statement of financial position
Notes
31st October 2025
31st October 2024 Restated (note 17)
30th April 2025
unaudited
unaudited
audited
ASSETS
£'000
£'000
£'000
Non-current assets
Property, plant and equipment
10
31,327
28,628
30,257
Right-of-use assets
11
213
560
385
Intangible assets
2,630
2,413
2,367
Deferred income tax asset
4
12
7
Derivative asset
15
-
293
-
Contract assets
444
-
428
34,618
31,906
33,444
Current assets
Inventories
25,521
37,506
30,733
Derivative asset
15
435
1,702
1,134
Trade and other receivables
32,015
22,362
33,669
Contract assets
2,646
7,211
7,376
Cash and cash equivalents
12
34,323
27,853
23,745
Restricted cash held in Escrow
12
1,403
4,170
4,038
96,343
100,804
100,695
TOTAL ASSETS
130,961
132,710
134,139
EQUITY AND LIABILITIES
Equity
Share capital
1,784
1,784
1,784
Capital redemption reserve
957
957
957
Other reserve
2,815
2,815
2,815
Revaluation reserve
8,246
9,923
8,246
Special reserve
1,629
1,629
1,629
Currency translation reserve
(702)
42
(172)
Treasury shares
(6,608)
(7,683)
(7,387)
Retained earnings
56,653
43,262
53,317
TOTAL EQUITY SHAREHOLDERS' FUNDS
64,774
52,729
61,189
Non-current liabilities
Contract liabilities
15,739
7,477
7,208
Deferred income tax liability
1,722
2,104
2,242
Derivative liabilities
15
49
-
-
Lease liabilities
15
219
61
Trade and other payables
-
-
623
17,525
9,800
10,134
Current liabilities
Trade and other payables
17,090
17,063
16,793
Contract liabilities
31,300
52,740
45,670
Derivative liabilities
15
58
-
-
Lease liabilities
214
378
353
48,662
70,181
62,816
TOTAL EQUITY AND LIABILITIES
130,961
132,710
134,139
The interim condensed consolidated financial statements of the Group for the six months ended 31st October 2025 were authorised for issue in accordance with a resolution of the directors on 13th January 2026 and signed on their behalf by:
Shelley Ashcroft
Finance Director


 

 

 

Interim consolidated statement of changes in equity
Share capital
Capital redemption reserve
Other reserve
Revaluation reserve
Special reserve
Currency translation reserve
Treasury shares
Retained earnings
Total
£'000
£'000
£'000
£'000
£'000
£'000
£'000
£'000
£'000
At 30th April 2024 (previously reported)
1,784
957
2,815
9,923
1,629
(607)
(3,702)
37,998
50,797
Prior year adjustment (note 17)
-
-
-
-
-
-
-
1,663
1,663
At 30th April 2024 (restated)
1,784
957
2,815
9,923
1,629
(607)
(3,702)
39,661
52,460
Profit for the period
-
-
-
-
-
-
-
6,446
6,446
Other comprehensive income
-
-
-
-
-
649
-
-
649
Equity settled share-based payment expense
-
-
-
-
-
-
-
36
36
Deferred tax on equity settled share-based payment expense
-
-
-
-
-
-
-
(9)
(9)
Purchase of own shares
-
-
-
-
-
-
(4,483)
-
(4,483)
Exercise of share options
-
-
-
-
-
-
502
(169)
333
Dividend paid
-
-
-
-
-
-
-
(2,703)
(2,703)
At 31st October 2024 (restated)
1,784
957
2,815
9,923
1,629
42
(7,683)
43,262
52,729
Profit for the period
-
-
-
-
-
-
-
8,085
8,085
Other comprehensive (loss)/income
-
-
-
(1,677)
-
(214)
-
2,809
918
Equity settled share-based payment expense
-
-
-
-
-
-
-
42
42
Deferred tax on share option relief
-
-
-
-
-
-
-
192
192
Deferred tax on equity settled share-based payment expense
-
-
-
-
-
-
-
9
9
Exercise of share options
-
-
-
-
-
-
296
(278)
18
Dividend paid
-
-
-
-
-
-
-
(804)
(804)
At 30th April 2025
1,784
957
2,815
8,246
1,629
(172)
(7,387)
53,317
61,189
Profit for the period
-
-
-
-
-
-
-
6,270
6,270
Other comprehensive loss
-
-
-
-
-
(530)
-
-
(530)
Equity settled share-based payment expense
-
-
-
-
-
-
-
36
36
Deferred tax on equity settled share-based payment expense
-
-
-
-
-
-
-
477
477
Exercise of share options
-
-
-
-
-
-
779
(509)
270
Dividend paid
-
-
-
-
-
-
-
(2,938)
(2,938)
At 31st October 2025
1,784
957
2,815
8,246
1,629
(702)
(6,608)
56,653
64,774


 

 

Interim consolidated cash flow statement
Half-year to 31st October 2025
Half-year to 31st October 2024
unaudited
unaudited
£'000
£'000
Profit before taxation
8,472
8,772
Adjustments to reconcile profit before taxation to cash generated from operating activates:
Depreciation charge of owned and right-of-use assets
1,327
1,232
Amortisation charge
42
45
Profit on disposal of property, plant and equipment
(49)
(121)
Net finance income
(628)
(748)
Equity settled share-based payment expense
36
36
Foreign exchange (gains)/losses
(876)
266
Decrease/(increase) in inventories
5,397
(12,379)
Decrease in receivables
6,031
670
Decrease/(increase) in derivatives
806
(788)
Decrease in payables
(1,855)
(3,698)
(Decrease)/increase in contract liabilities
(6,092)
8,545
Cash generated from operating activities
12,611
1,832
Net interest received
634
761
Taxation paid
(189)
(4,301)
Net cash inflow/(outflow) from operating activities
13,056
(1,708)
Investing activities
Purchase of property, plant and equipment
(2,061)
(1,974)
Purchase of intangible assets
(304)
-
Proceeds on disposal of property, plant and equipment
73
173
Decrease in restricted cash held in Escrow maturing in more than 90 days
2,635
3,000
Net cash inflow from investing activities
343
1,199
Financing activities
Buy back of own shares
-
(4,483)
Proceeds from exercise of employee share options
270
333
Lease payments
(202)
(198)
Dividend paid
(2,937)
(2,703)
Net cash outflow from financing activities
(2,869)
(7,051)
Increase in cash and cash equivalents
10,530
(7,560)
Opening cash and cash equivalents
23,745
35,509
Exchange differences on cash and cash equivalents
48
(96)
Closing cash and cash equivalents
34,323
27,853


 

 

Notes to the interim consolidated financial statements
1. Corporate information
MS INTERNATIONAL plc is a public limited company incorporated and domiciled in England and Wales. The Company's ordinary shares are traded on the Alternative Investment Market (AIM) market of the London Stock Exchange. The principal activities of the Company and its subsidiaries ("the Group") are the design, manufacture, construction, and servicing of a range of engineering products and structures. These activities are grouped into the following divisions:
'Defence and Security' - design, manufacture, and service of defence equipment.
'Forging' - manufacture of fork-arms and open die forgings.
'Petrol Station Superstructures and Branding' - the design, manufacture, construction, and maintenance of petrol station
superstructures and the design, manufacture, installation, and service of corporate brandings, including media facades, way
finding signage, public illumination, creative lighting solutions, and the complete appearance of petrol station superstructures
and forecourts.
2. Basis of preparation and accounting policies
The consolidated condensed interim financial statements included in this half-yearly financial report have been prepared in accordance with International Accounting Standard 34, "Interim Financial Reporting". They do not include all the information and disclosures required in annual financial statements, and should therefore be read in conjunction with the Group's Annual Report for the year ended 30th April 2025 and any public announcements made by MS INTERNATIONAL plc during the interim reporting period. The financial statements for the year ended 30th April 2025 have been filed with the Registrar of Companies. The auditor's report on these financial statements was unmodified and did not contain statements under sections 498 (2) or (3) of the Companies Act 2006.
The interim financial information has been reviewed but not audited by the Group's auditor, Grant Thornton UK LLP. The interim financial information does not constitute full financial information within the meaning of section 434 of the Companies Act 2006. The auditor's report is included on pages 5-6.
The accounting policies are consistent with those applied in the financial statements of the Annual Report for year ended 30th April 2025. The Group has not early adopted any standard, interpretation, or amendment that has been issued but is not yet effective.
The assets and liabilities of the overseas subsidiaries are translated into the presentational currency of the Group at the rate of exchange ruling at the statement of financial position date and their income statements are translated at the weighted average exchange rates for the year. The exchange differences arising on the translation are taken directly to a separate component of equity.
3. Principal risks and uncertainties
The principal risks and uncertainties facing the Group for the remaining six months of the financial year are discussed below. Further details of the Group's risks and uncertainties can be found on page 10 of the Annual Report for the year ended 30th April 2025, which is available from MS INTERNATIONAL plc's website: www.msiplc.com.
One of the Group's principal risks and uncertainties continues to be the impact of foreign exchange fluctuations. A number of international contracts in the 'Defence and Security' division are denominated in USD. Management have taken steps to mitigate the risk of currency exposures on these contracts by taking out various forward contracts (note 15). As the Group has chosen not to adopt hedge accounting, the derivative gains and losses arising from the change in the fair value of the forward contracts are included within operating profit.
As the group's performance is largely dependent on the retention of key members of staff, including senior management, technical staff and product development teams, this is another key risk for the Group. Given the growth of the Group, particularly in the 'Defence and Security' division, recruitment and training of employees with the right skills is key to driving value.
Another risk and uncertainty for the Group is general economic and political conditions, which can potentially impact customer demand. Significant investment into production facilities and product development continues, which places the Group in a strong position to be able to maintain competitive advantage and exploit new opportunities.
4. Going concern
The condensed interim financial statements included in this report have been prepared on a going concern basis. Forecasts have been made up to 30th April 2027, which the Directors believe to be a reasonable expectation based on the information available at the time of signing these accounts. The forecasts have been assessed for the impact of potential sensitivities, including delays in progress payments across the Group. In all scenarios, the Group has sufficient headroom to meet its liabilities as they fall due.
In addition, management have carried out reverse stress tests to 30th April 2027 under various scenarios, all of which are considered implausible by management. In all plausible scenarios, the Group would continue as a going concern for at least the next 12 months.
As a result, in making the going concern assessment the Directors believe there to be no material uncertainties that could cast significant doubt on the Group's ability to continue operating as a going concern. The Group has sufficient financial resources with a healthy order book to continue operating for the foreseeable future, being at least to 30th April 2027. As a result, the Directors continue to adopt the going concern basis of accounting in preparation of this report.
5. Revenue
The Group's revenue disaggregated by pattern of revenue recognition is as follows:
Half-year to 31st October 2025
Half-year to 31st October 2024
unaudited
unaudited
£'000
£'000
Revenue recognised at a point in time
52,415
52,597
Revenue recognised over time
3,399
2,121
Total revenue
55,814
54,718

 

6. Segment information
The following table presents segmental revenue and operating profit/(loss) as well as segmental assets and liabilities of the Group's divisions for the half-year periods ended 31st October 2025 and 31st October 2024. This includes 'Defence and Security', 'Forgings' and 'Petrol Station Superstructures and Branding'. Following a restructure of the Group during the period, the previously reported 'Corporate Branding' segment now forms part of the 'Petrol Station Superstructures and Branding' division. 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. Group financing (including finance costs and finance income) 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
2025
2024
2025
2024
2025
2024
2025
2024
unaudited
unaudited
£'000
£'000
£'000
£'000
£'000
£'000
£'000
£'000
Segmental revenue
Total revenue
31,223
35,261
6,882
7,664
17,891
12,069
55,996
54,994
Revenue from other segments
-
-
-
-
(182)
(276)
(182)
(276)
Revenue from external customers
31,223
35,261
6,882
7,664
17,709
11,793
55,814
54,718
Revenue recognised at a point in time
27,824
33,140
6,882
7,664
17,709
11,793
52,415
52,597
Revenue recognised over time
3,399
2,121
-
-
-
-
3,399
2,121
Revenue from external customers
31,223
35,261
6,882
7,664
17,709
11,793
55,814
54,718
Segment result
Operating profit/(loss)
6,557
6,664
(183)
344
1,470
1,016
7,844
8,024
Segmental assets
Assets attributable to segments
91,547
81,684
5,887
6,314
13,923
16,033
111,357
104,031
Unallocated assets*
19,604
28,679
Total assets
130,961
132,710
Segmental liabilities
Liabilities attributable to segments
55,918
67,541
853
1,668
5,918
6,522
62,689
75,731
Unallocated liabilities*
3,498
4,250
Total liabilities
66,187
79,981
Other segmental information
Capital expenditure
1,932
1,373
19
258
110
343
2,061
1,974
Depreciation
579
459
270
292
478
481
1,327
1,232
Amortisation
21
23
-
22
21
-
42
45
* Unallocated assets include certain fixed assets (including all UK properties), current assets, and deferred income tax assets. Unallocated liabilities include the defined benefit pension 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.

 

The segment information for 'Petrol Station Superstructures and Branding' now includes the previously reported 'Corporate Branding' division. This follows a group restructure during the period.

 

7. Tax expense
The income tax expense is recognised in each interim period based on the best estimate of the weighted average annual income tax rate expected for the full financial year.
The major components of the tax expense in the consolidated income statement are:
Half-year to 31st October 2025
Half-year to 31st October 2024
unaudited
unaudited
£'000
£'000
Current tax expense
2,251
2,259
Deferred tax (income)/expense
(49)
67
Total tax expense reported in the Interim condensed consolidated income statement
2,202
2,326
Tax relating to items charged directly to equity:
Half-year to 31st October 2025
Half-year to 31st October 2024
unaudited
unaudited
£'000
£'000
Deferred tax on share option relief
(477)
-
Deferred tax in the Interim condensed consolidated statement of comprehensive income
(477)
-
8. Earnings per share
The calculation of basic earnings per share of 38.5p (2024 - 39.8p) is based on the profit for the period attributable to equity holders of the parent of £6,270,000 (2024 - £6,446,000) and on a weighted average number of ordinary shares in issue of 16,393,825 (2024 - 16,177,305). At 31st October 2025 there were 487,214 (2024 - 820,020) potentially dilutive shares on option with a weighted average effect of 397,441 (2024 - 636,234) giving a diluted earnings per share of 37.6p (2024 - 38.3p).
Half-year to 31st October 2025
Half-year to 31st October 2024
unaudited
unaudited
Weighted average number of shares in issue
17,841,073
17,841,073
Less weighted average number of shared held in the ESOT
(5,317)
(32,093)
Less weighted average number of shares purchased by the Company
(1,541,931)
(1,631,675)
Weighted average number of shares to be used in basic EPS calculation
16,293,825
16,177,305
Weighted average number of the 487,214 (2024 - 820,020) potentially dilutive shares
397,441
636,234
Weighted average diluted shares
16,691,266
16,813,539
Profit for the period attributable to equity holders to the parent in £
6,270,000
6,446,000
Basic earnings per share
38.5p
39.8p
Diluted earnings per share
37.6p
38.3p
9. Dividends paid and proposed
Half-year to 31st October 2025
Half-year to 31st October 2024
unaudited
unaudited
£'000
£'000
Declared and paid during the six month period
Final dividend on ordinary shares for 2025 - 18p (2024 - 16.5p)
2,938
2,703
Proposed for approval
Interim dividend on ordinary shares for 2026 - 6p (2025 - 5p)
984
804
The interim dividend will be payable on 20th February 2026 to those shareholders on the register at the close of business on 23rd January 2026, with the ex-dividend date being 22nd January 2026.


 

10. Property, plant and equipment
At 31st October 2025 (unaudited)
Freehold
Plant and
property
equipment
Total
£'000
£'000
£'000
Cost or valuation
At 30th April 2025
23,933
21,787
45,720
Additions
966
1,095
2,061
Disposals
-
(165)
(165)
Exchange differences
166
131
297
At 31st October 2025
25,065
22,848
47,913
Accumulated depreciation
At 30th April 2025
-
15,463
15,463
Depreciation charge for the period
114
1,030
1,144
Disposals
-
(141)
(141)
Exchange differences
2
118
120
At 31st October 2025
116
16,470
16,586
Net book value at 31st October 2025
24,949
6,378
31,327
Analysis of cost or valuation
At professional valuation
24,099
-
24,099
At cost
966
22,848
23,814
At 31st October 2025
25,065
22,848
47,913
At 31st October 2024 (unaudited)
Freehold
Plant and
property
equipment
Total
£'000
£'000
£'000
Cost or valuation
At 30th April 2024
23,387
20,090
43,477
Additions
808
1,166
1,974
Disposals
-
(595)
(595)
Exchange differences
(184)
(136)
(320)
At 31st October 2024
24,011
20,525
44,536
Accumulated depreciation
At 30th April 2024
805
14,719
15,524
Depreciation charge for the period
217
835
1,052
Disposals
-
(543)
(543)
Exchange differences
(11)
(114)
(125)
At 31st October 2024
1,011
14,897
15,908
Net book value at 31st October 2024
23,000
5,628
28,628
Analysis of cost or valuation
At professional valuation
21,377
-
21,377
At cost
2,634
20,525
23,159
At 31st October 2024
24,011
20,525
44,536

 

At 30th April 2025 (audited)
Freehold
Plant and
property
equipment
Total
£'000
£'000
£'000
Cost or valuation
At 30th April 2024
23,387
20,090
43,477
Additions
1,303
2,430
3,733
Disposals
-
(944)
(944)
Revaluation
(136)
-
(136)
Reclassification
(360)
360
-
Exchange differences
(261)
(149)
(410)
At 30th April 2025
23,933
21,787
45,720
Accumulated depreciation
At 30th April 2024
805
14,719
15,524
Depreciation charge for the year
437
1,720
2,157
Disposals
-
(857)
(857)
Revaluation
(1,216)
-
(1,216)
Reclassification
(3)
3
-
Exchange differences
(23)
(121)
(144)
At 30th April 2025
-
15,463
15,463
Net book value at 30th April 2025
23,933
6,324
30,257
Analysis of cost or valuation
At professional valuation
23,933
-
23,933
At cost
-
21,787
21,787
At 30th April 2025
23,933
21,787
45,720
The last formal valuation of the Group's land and buildings, which consists of manufacturing and office facilities in the UK, the USA and Poland, was carried out in March 2025 by Dove Haigh Phillips (UK), Integra Realty Resources (USA), and KonSolid-Nieruchomosci (Poland). Management determined that these constitute one class of asset under IFRS 13 (designated as level 3 fair value assets), based on the nature, characteristics and risks of the properties.
The properties in the UK were valued on the basis of an existing use value in accordance with the Appraisal and Valuation Standards (5th Edition) published by the Royal Institution of Chartered Surveyors. The Polish property was valued based on the income approach, converting anticipated future benefits in the form of rental income into present value. The US property was valued on an income and market value basis. For all properties, there is no difference between current use and highest and best use.


 

 

11. Right-of-use assets
At 31st October 2025 (unaudited)
Property
Total
£'000
£'000
Cost or valuation
At 30th April 2025
2,196
2,196
Exchange differences
82
82
At 31st October 2025
2,278
2,278
Accumulated depreciation
At 30th April 2025
1,811
1,811
Depreciation charge for the period
183
183
Exchange differences
71
71
At 31st October 2025
2,065
2,065
Net book value at 31st October 2025
213
213
At 31st October 2024(unaudited)
Property
Total
£'000
£'000
Cost or valuation
At 30th April 2024
2,243
2,243
Exchange differences
(68)
(68)
At 31st October 2024
2,175
2,175
Accumulated depreciation
At 30th April 2024
1,483
1,483
Depreciation charge for the period
180
180
Exchange differences
(48)
(48)
At 31st October 2024
1,615
1,615
Net book value at 31st October 2024
560
560
At 30th April 2025 (audited)
Property
Total
£'000
£'000
Cost or valuation
At 30th April 2024
2,243
2,243
Exchange differences
(47)
(47)
At 30th April 2025
2,196
2,196
Accumulated depreciation
At 30th April 2024
1,483
1,483
Depreciation charge for the year
357
357
Exchange differences
(29)
(29)
At 30th April 2025
1,811
1,811
Net book value at 30th April 2025
385
385
12. Cash and cash equivalents
31st October 2025
31st October 2024
30th April 2025
unaudited
unaudited
audited
£'000
£'000
£'000
Cash and cash equivalents
34,323
27,853
23,745
Restricted cash held in Escrow - maturing in more than 90 days
1,403
4,170
4,038
Total cash
35,726
32,023
27,783
The restricted cash 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 (note 14).

 

13. Pension liability
The Company operates an employee pension scheme called the MS INTERNATIONAL plc Retirement and Death Benefits Scheme ("the Scheme"). IAS 19 requires disclosure of certain information about the Scheme as follows:
· Until 5th April 1997, the Scheme provided defined benefits and these liabilities remain in respect of service prior to 6th April 1997. From 6th April 1997 until 31st May 2007 the Scheme provided future service benefits on a defined contribution basis.
· From 1st June 2007 the Company has operated a defined contribution scheme for its UK employees which is administered by a UK pension provider.
· The last formal valuation of the Scheme was performed at 5th April 2023 by a professionally qualified actuary.
· The Company directly pays the expenses of the Scheme. The total pension scheme expenses incurred by the Company during the period were £153,000 (2024 - £109,000).
· Due to improved funding of the Scheme on a Technical Provisions basis, the last quarterly deficit contribution was made in April 2024. The current Schedule of Contributions requires no further deficit reduction payments to be made and therefore no payments have been made during the period (2024 - £nil).
· At 31st October 2025 the present value of the contracted future deficit reduction contributions was £nil (2024 - £nil), which was less than (2024 - less than) the net scheme surplus of £153,000 (2024 - £544,000). As the Company does not have an unconditional right to the economic benefits arising from this surplus, no liability has been recognised within the financial statements in accordance with IFRIC 14.
14. Commitments and contingencies
The Group is contingently liable in respect of guarantees, indemnities and performance bonds given in the ordinary course of business amounting to £1,403,000 at 31st October 2025 (2024 - £4,170,000). Performance bonds are all within the 'Defence and Security' division and are linked to performance activities such as factory acceptance tests, shipping or delivery of hardware, sea/site acceptance tests, or warranty activities. The cash held in Escrow of £1,403,000 (2024 - £4,170,000) provides security to both Lloyds Bank plc and Barclays Bank plc in respect of these guarantees, indemnities and performance bonds.
In the opinion of the Directors, no material loss will arise in connection with the above matters.
The Group and certain of its subsidiary undertakings are parties to legal actions and claims which have arisen in the normal course of business. The results of actions and claims cannot be forecast with certainty, but the directors believe that they will be concluded without any material effect on the net assets of the Group.
15. 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. During the period, forward currency contracts totalling $28,250,000 at an average exchange rate of 1.3195 have been taken out.
The Group has chosen not to adopt hedge accounting with respect to forward exchange contracts and as a result the loss of £806,000 (2024 - profit of £788,000) arising from the change in the fair value during the period has been included within operating profit.
At 31st October 2025 (unaudited)
US Dollar
 $'000
Sterling
£'000
Average forward rate
Fair value
£'000
Current derivative asset
10,000
8,052
1.2420
435
Current derivative liability
16,531
12,538
1.3185
(49)
Non-current derivative liability
11,719
8,872
1.3209
(58)
Total
38,250
29,462
1.2983
328
At 31st October 2024 (unaudited)
US Dollar
 $'000
Sterling
£'000
Average forward rate
Balance at period end
£'000
Non-current derivative asset
10,000
8,052
1.2420
293
Current derivative asset
47,500
38,629
1.2296
1,702
Total
57,500
46,681
1.2330
1,995
At 30th April 2025 (audited)
US Dollar
 $'000
Sterling
£'000
Average forward rate
Balance at period end
£'000
Non-current derivative asset
-
-
-
-
Current derivative asset
28,400
22,412
1.2672
1,134
Total
28,400
22,412
1.2312
1,134
16. Share-based payments
During the period, no share options have been granted to employees under the MS INTERNATIONAL plc Company Share Option Plan.
Share options totalling 233,656 have been exercised during the period. This includes 50,000 options exercised under the MS INTERNATIONAL plc Long Term Incentive Plan at an exercise price of £0 per share, and a further 183,656 options exercised under the MS INTERNATIONAL Plc Company Share Option Scheme, of which 176,988 were at an exercise price of £1.41 per share and 6,668 were at an exercise price of £3.00 per share.
231,656 of the options were satisfied by transferring shares from treasury and the remaining 2,000 options were satisfied by transferring shares from The Employee Share Ownership Trust ("ESOT").
The following table illustrate the number and weighted average exercise prices (WAEP) of share options during the year:
Long-term Incentive Plan
Company Share Option Plan
Total
Number
WAEP
Number
WAEP
Number
WAEP
Outstanding at 30th April 2024
150,000
-
918,693
£2.21
1,068,693
£1.90
Granted in period
-
-
12,000
£9.90
12,000
£9.90
Exercised in period
(25,000)
-
(235,673)
£1.41
(260,673)
£1.27
Outstanding at 31st October 2024
125,000
-
695,020
£2.62
820,020
£2.22
Cancelled in year
-
-
(10,816)
£1.41
(10,816)
£1.41
Exercised in period
(75,000)
-
(13,334)
£1.41
(88,334)
£0.21
Outstanding at 30th April 2025
50,000
-
670,870
£2.63
720,870
£2.44
Restated in period
-
-
10,816
£1.41
10,816
£1.41
Cancelled in period
-
(10,816)
£4.61
(10,816)
£4.61
Exercised in period
(50,000)
-
(183,656)
£1.47
(233,656)
£1.15
Outstanding at 31st October 2025
-
-
487,214
£2.99
487,214
£2.99
The Group recognised a total charge during the period of £36,000 (2024 - £36,000) in relation to equity-settled share-based payment transactions. At 31st October 2025 there were no exercisable LTIP share options (2024 - 125,000) and 354,148 (2024 - 207,004) share options exercisable under the CSOP share option scheme.
17. Prior Year Adjustment
During the prior 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 of 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 £577,000 and the deferred tax adjustment of £1,086,000 in respect of 30th April 2024 have been recognised directly within equity, increasing retained earnings by £1,663,000.
The table below shows the impact of the prior year adjustment on the statement of financial position for the year ended 30th April 2024 and the period ending 31st October 2024. There is no impact on the consolidated income statement, the consolidated statement of comprehensive income, or the earnings per share for the year ended 30th April 2024 and the period ended 31st October 2024.

 

 

April 2024
October 2024
April 2024 as previously reported
Prior Year Adjustment
April 2024 as restated
October 2024 as previously reported
Prior year adjustment
October 2024 as restated
£000s
£000s
£000s
£000s
£000s
£000s
Non-current assets
Property, plant and equipment
27,953
-
27,953
28,628
-
28,628
Right-of-use assets
760
-
760
560
-
560
Intangible assets
2,448
-
2,448
2,413
-
2,413
Deferred income tax asset
16
-
16
12
-
12
Derivative asset
309
-
309
293
-
293
31,486
-
31,486
31,906
-
31,906
Current assets
Inventories
25,250
-
25,250
37,506
-
37,506
Derivative asset
898
-
898
1,702
-
1,702
Trade and other receivables
28,304
577
28,881
21,785
577
22,362
Contract assets
100
-
100
7,211
-
7,211
Cash and cash equivalents
35,509
-
35,509
27,853
-
27,853
Restricted cash held in Escrow
7,170
-
7,170
4,170
-
4,170
97,231
577
97,808
100,227
577
100,804
TOTAL ASSETS
128,717
577
129,294
132,133
577
132,710
Equity
Share capital
1,784
-
1,784
1,784
-
1,784
Capital redemption reserve
957
-
957
957
-
957
Other reserve
2,815
-
2,815
2,815
-
2,815
Revaluation reserve
9,923
-
9,923
9,923
-
9,923
Special reserve
1,629
-
1,629
1,629
-
1,629
Currency translation reserve
(607)
-
(607)
42
-
42
Treasury shares
(3,702)
-
(3,702)
(7,683)
-
(7,683)
Retained earnings
37,998
1,663
39,661
41,599
1,663
43,262
TOTAL EQUITY SHAREHOLDERS' FUNDS
50,797
1,663
52,460
51,066
1,663
52,729
Non-current liabilities
Contract liabilities
10,019
-
10,019
7,477
-
7,477
Deferred income tax liability
3,132
(1,086)
2,046
3,190
(1,086)
2,104
Lease liabilities
422
-
422
219
-
219
13,573
(1,086)
12,487
10,886
(1,086)
9,800
Current liabilities
Trade and other payables
21,349
-
21,349
17,063
-
17,063
Contract liabilities
42,616
-
42,616
52,740
-
52,740
Lease liabilities
382
-
382
378
-
378
64,347
-
64,347
70,181
-
70,181
TOTAL EQUITY AND LIABILITIES
128,717
577
129,294
132,133
577
132,710

 

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