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REG - MS International PLC - Half-year Report

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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
 13(th) 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
 13(th) 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                          (530)                               649
 subsequent periods
 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                            5,740                               7,095
 the parent

 

 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                           2,202                                           2,326
 statement

 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    (477)                             -
 income

 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    397,441                           636,234
 shares
 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.

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    397,441                           636,234
 shares
 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 31(st) October 2025 (unaudited)    US Dollar      Sterling      Average forward rate      Fair value

 $'000

                            £'000                                   £'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 31(st) October 2024 (unaudited)    US Dollar      Sterling      Average forward rate      Balance at period end

 $'000

                            £'000                                   £'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                           Sterling                                                Average forward rate                                    Balance at period end

 $'000

                                   £'000                                                                                                           £'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.

 

 At 31(st) October 2024 (unaudited)    US Dollar      Sterling      Average forward rate      Balance at period end

$'000

                                                      £'000                                   £'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                           Sterling                                                Average forward rate                                    Balance at period end

$'000

                                                                     £'000                                                                                                           £'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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