Half-year Results

Proservice Building Services Mrkt

19 December 2025

 

ProService Building Services Marketplace plc

Transformation to a pure-play marketplace complete

ProService Building Services Marketplace plc ("ProService" the "Company" or the "Group") today announces results for the six-month period ended 30 September 2025.

Readers should note these results are based on the activities of HSS Hire Group PLC prior to the completion of the commercial agreement with Speedy Hire PLC (on 17 November 2025) and the equity investment by Speedy Hire PLC in ProService, and the disposal of The Hire Service Company (the "Transaction"). The comparative results for H1 2024 are for a different period than the 6 months to 30 September 2025, being the 26 weeks to 29 June 2024, and include THSC for the entire period, but exclude HSS Hire Ireland Ltd which was sold in May 2025.

Financial Highlights (Unaudited) Continuing operations 1	H1 2026 (6 months to 30 September 2025)	H1 2024 (26 weeks to 29 June 2024)	Change
Revenue	£135.6m	£157.4m	(£21.8m)
Gross profit	£62.5m	£70.0m	(£7.5m)
Loss before tax	(£6.2m)	(£3.1m)	(£3.1m)
Earnings per share	(1.11p)	(0.43p)	(0.68p)
Other statutory extracts (APMs)
Underlying EBITDA2	£14.2m	£23.3m	(£9.1m)
Underlying EBITA3	£4.8m	£5.4m	(£0.6m)
Underlying loss before tax4	(£1.1m)	(£0.6m)	(£0.5m)
Underlying basic EPS	(0.11p)	(0.05p)	(0.06p)

Financial and Operational Highlight for 6 months to 30 September 2025

·      Final stage of the re-organisation of THSC prior to its disposal completed post period end

·      Revenue for the period of £135.6m, a decrease of 13.9% compared to the prior period

·      Gross profit margin increased from 44.5% to 46.1%

·      Reduction in revenue, together with increased costs in the run up to completion of the deals resulted in Underlying EBITDA reducing by £9.1m to £14.2m

Operational Highlights - since the reporting date

·      Commercial supply agreement and dealings with Speedy Hire PLC ("Speedy Hire") commenced on 17 November 2025 as previously announced

·      The Hire Service Company ("THSC") disposal also completed on 17 November 2025 ("Completion")

·      Change of name from HSS Hire Group PLC ("HSS") to ProService Building Services Marketplace plc ("ProService") was effective on 28 November 2025

·      Early trading post completion of the Speedy Hire commercial supply agreement has been positive but some integration disruption experienced which will continue to some extent for the rest of the financial year as high equipment volumes run through the platform to the new supplier

·      The new rehire, resale and training business arrangements with Speedy Hire have commenced but are in the early stages of ramping up to their expected run rate and will take time to build and the additional costs absorbed to manage this business are not yet offset by these new revenues

·      Debt refinancing discussions ongoing and expected to conclude in the first six months of 2026

Current Trading & Outlook

·      As previously flagged, trading conditions remain challenging, with a weak commercial environment impacting performance.

·      Disruption to the core hire business and the execution of strategic transactions have adversely affected FY26 revenues and margins, with additional costs incurred post-completion of the Speedy Hire agreement. The Group now expects FY26 revenue of c. £260m (continuing operations, excluding THSC), and Underlying EBITDA of around break even

·      FY27 is expected to be a transitional year. Given the transformative nature of the Speedy Hire commercial deal, and despite no sign yet of any improvement in market conditions, the Board believes that FY27 results are expected to be in line with market expectations

·      The Board remains confident in the asset-light marketplace model and the Speedy Hire rehire and training opportunity

Alan Peterson, Non-Executive Chairman of ProService Building Services Marketplace plc commented:

"Our transformation to an asset-light, pure-play marketplace is now complete. The final step in this journey was renaming our group to ProService Building Services Marketplace plc and we are now very much looking forward to the next phase of growth. This milestone follows the successful completion of our commercial agreement with Speedy Hire and the disposal of THSC.

Our exclusive contract to supply rehire, certain resale, and training services to Speedy Hire's customers represents a material revenue growth opportunity. Operational integration is progressing with systems and processes being put in place to facilitate a smooth provision of services between Speedy Hire and ProService.

Early indications from limited trading since Completion are encouraging, and the Board remains confident that once fully operational, the Speedy Hire supply agreement will enhance ProService's net margins and be earnings-accretive in the financial year ending March 2027."

Notes

1)     Results for H126 include THSC but exclude HSS Hire Ireland which was disposed in May 2025. Results for H124 exclude the ABird Limited, ABird Superior Limited and Apex Generators Limited (together the 'Power' Companies) which were disposed of in March 2024 and HSS Hire Ireland Limited.

2)     Underlying EBITDA is defined as operating profit before depreciation, amortisation, interest and non-underlying items. For this purpose, depreciation includes the net book value of hire stock losses and write offs, and the net book value of other fixed asset disposals less the proceeds on those disposals.

3)     Underlying EBITA defined as Underlying EBITDA less depreciation.

4)     Underlying Loss before tax defined as Loss before tax excluding amortisation of brand and customer lists and non-underlying items.

5)     For the purpose of this announcement, the Group believes market consensus for FY26 for the continuing operations of ProService (excluding THSC) to be revenues of £274.8m and underlying EBITDA of £7.2m and for FY27 to be revenues of £375.8m and underlying EBITDA of £19.6m

6)     .Proforma information for ProService for the 6-month period to September 2024 is calculated based on the assumption that the re-organisation that completed on 1 October 2024 had completed at the start of the period.

Notes to editors

On 28 November 2025 HSS Hire Group plc was renamed ProService Building Services Marketplace plc (ticker symbol PRO.L) ("ProService"). ProService is the leading Digital marketplace business focussed on buyer and seller acquisition. Technology driven, scalable and uniquely differentiated. Wide range of building services, including hire, resale, materials, training and more. For more information, please see www.hsshiregroup.com.

For further information, please contact:

ProService Building Services Marketplace plc	Email: [e-mail]
Richard Jones, Group Chief Financial Officer
FTI Consulting	Tel: [phone]
Nick Hasell
Victoria Hayns
Canaccord Genuity Limited (Nominated Adviser and Joint Broker)	Tel: [phone]
Andrew Potts
George Grainger
Singer Capital Markets (Joint Broker)	Tel: [phone]
Alex Bond / Rick Thompson (Investment Banking)
Jonathan Dighe (Equity Sales)

This announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014 as it forms part of domestic law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018, as amended (together, "MAR"). Upon the publication of this announcement, this inside information is now considered to be in the public domain. The person responsible for arranging the release of this announcement on behalf of HSS is Richard Jones, Interim Group Chief Financial Officer.

Chairman's Report

These are the last results we will publish relating to the business prior to its transformation into a pure-play marketplace business with the Transactions announced on 6 October 2025, which completed on 17 November 2025 ("Completion"). The final step in our transformation was renaming HSS Hire Group plc to ProService Building Services Marketplace plc on 28 November 2025 with our ticker symbol on the AIM segment of the London Stock Exchange changing from HSS to PRO on 1 December 2025. I would like to thank all our colleagues who worked so hard to complete the workstreams required to deliver this complex set of transactions and would also like to welcome colleagues who have joined us from Speedy Hire.

Early post Transaction announcement and Completion trading

Following the Transaction announcement in October 2025, the Group continued to trade broadly in line with management expectations to the extent possible. However inevitably some disruption occurred in the period to Completion, particularly in THSC, which faced the greatest changes to its operations and this had a corresponding impact on ProService on related supply of equipment.

The commercial supply agreement with Speedy Hire commenced on 17 November 2025 and was planned to deliver a smooth handover and minimise the disruption to our ProService customers, with Speedy Hire acquiring equipment out on hire to ProService customers on that date and ProService's tech platform ("Brenda") integrated with Speedy Hire's IT system to allow for automated routing of hire orders under the agreed Right of First Refusal ("ROFR") for a broad range of equipment. In addition, following detailed prior consultations with all affected staff, all of the TUPE transfers of staff completed on 17 November 2025 with ProService taking on c.40 colleagues from Speedy Hire's rehire and resale operation, 20 colleagues from Speedy Hire's training business, and ProService taking the leases to a training centre and c.20 vehicles.

Early current challenges have related mainly to managing the volume of hire orders migrated to and subsequently placed with Speedy Hire, which has been exacerbated by the time required for the THSC Central Distribution Centres ("CDC"'s) transferred to Speedy Hire from THSC at completion to become operational as Speedy Hire locations.

A significant aspect of the commercial supply arrangement with Speedy Hire is that ProService now has an exclusive contract to supply rehire, most resale and all training services to Speedy Hire for new orders commencing post Completion. This represents a material revenue growth opportunity for ProService but will take time to grow to its expected run rate given the longer lead times to which Speedy Hire's customer base operates in respect of new rehire orders than certain of ProService's customer base. In time, ProService will also benefit from the rehire and resale elements of new contracts won by Speedy Hire.

Disposal of THSC

The disposal of THSC completed on 17 November 2025 following the transfer of c.380 colleagues under TUPE to Speedy Hire and the sale of equipment on hire to ProService's customers to Speedy Hire. Following Completion ProService continue to use THSC as a supplier of certain equipment through a right of first refusal ("ROFR") agreed at the time of the Transaction.

Financial position following Completion

Recognising that we will not publish financial statements reflecting the impact of the Transaction until we report our results for the year ended 30 March 2026 ("FY26"), in order to aid the understanding of the impact of the deals completed on 17 November 2025 we have produced a proforma balance sheet based on the balance sheet as at 30 September 2025 as if Completion had occurred on that date ("30 September 2025 Proforma").

30 September 2025 Proforma net assets were £62.5m with proforma net debt, following the disposal of THSC, of £24.8m, and assumes the payment of the initial £16.0m seller contribution to Project Mansell Newco Limited, a newly formed company indirectly owned by investment funds managed by Endless LLP ("Bidco"). Gross bank debt remained unchanged at £44.9m.

Balance Sheet Area (£000s)	H1-26 Actual	H1-26 Proforma
Intangible assets	71,894	71,514
Property, plant and equipment	38,744	876
Right of use assets	30,624	3,675
Deferred tax assets	1,842	1,217
Non-current assets	143,104	77,282
Inventories	2,807	-
Trade and other receivables	66,830	63,237
Cash	18,914	24,472
Current assets	88,551	87,709
Trade and other payables	73,172	41,845
Dowry liability	-	10,000
Lease liabilities	11,934	2,010
Borrowings	9,578	5,000
Provisions	4,463	4
Current liabilities	99,147	58,859
Lease liabilities	37,221	1,908
Borrowings	45,109	39,242
Provisions	4,027	362
Deferred tax liabilities	2,163	2,163
Non-current liabilities	88,520	43,675
Net assets	43,988	62,457
Net Debt Position (£000s)	H1-26 Actual	H1-26 Proforma
Cash	(18,914)	(24,472)
Lease Liabilities	49,155	3,918
Borrowings (gross of debt issue costs)	55,306	44,861
Accrued interest	459	459
Net debt	86,006	24,766

The proforma balance sheet at 30 September 2025 is unaudited and has been prepared by adjusting the balance sheet position for THSC at Completion, adding the remining £10.0m deferred dowry liability to the purchaser of THSC and increasing cash for the retained proceeds from the Transaction.

Board and Management

At the time of Completion, on 17 November 2025 the Group announced changes to the Board with Steve Ashmore leaving the business with immediate effect and Richard Jones stepping down from the Board by 31 January 2026 and subsequently leaving the business on 31 March 2026 after a period of handover.

I would like to take the opportunity to welcome new colleagues transferring from Speedy Hire under TUPE from their rehire, resale and training operations and to thank them for their positive contribution already to growing our marketplace business.

Summary of H1 FY26 Group performance

Comparisons from H124 to H126 are given without any adjustment for the seasonality impact of the different periods with H126 representing the 6-month period from 1 April 2025 to 30 September 2025 and H124 representing the 26-week period from 1 January 2024 to 29 June 2024.

Revenue in H126 was £135.6m, which represents a decrease of £21.8m or 13.9% compared to the previous period (H124: £157.4m). This reflected both the difficult market conditions and the impact on Group revenue of the reduction in our THSC CDC footprint following the material restructuring of the THSC business in FY25 and early FY26, partially offset by modest growth in our ProService platform rehire and growth in our non-hire business, in particular the supply of fuel. The gross profit margin for the period was 46.1% which was an improvement against the previous period figure of 44.5%, driven both by a change of mix and a reduction in depreciation on hire stock following the impairment in the prior period. This resulted in gross profit reducing by £7.5m to £62.5m (H124: £70.0m).

Underlying EBITDA for the period reduced by £9.1m to £14.2m (H124: £23.3m). This was driven mainly from the £7.5m gross profit decrease noted above together with the impact of additional costs relating to the separation of the business into two autonomous divisions, offset somewhat by cost savings from the restructuring activities in THSC last year and earlier this year. Underlying EBITA decreased by £0.6m in the period to £4.8m (H124: £5.4m) which was primarily driven by the reduction in the Underlying EBITDA noted above but offset by the reduction in the depreciation charge following the impairment charge in the previous period, which reduced the depreciation rate on the Group's assets. The reduction in Underlying EBITA resulted in operating profit decreasing £3.2m to an operating loss of £1.2m (H124: profit of £2.0m).

The Group incurred non-underlying expenses of £5.2m in the period (H124: £2.5m). The increase period on period is mainly due to fees and other costs relating to the commercial agreement with Speedy Hire and the disposal of THSC incurred in the period. The Group also incurred significant costs in respect of the THSC CDC network restructure in the period. Total non-underlying costs were partially offset by insurance proceeds of £1.8m relating to the recovery of COVID-19 related business interruption costs.

ProService H1-26 performance

Revenue for the period was £118.9m (H124: £156.8m). Revenue declined by 13% compared to proforma⁶ revenues for the 6-month period to September 2024 (Proforma 2024: £135.4m). This decline was mainly in our Hire vertical, reflecting weak trading conditions, the impact of the reduction in THSC's number of sites and hire equipment asset base, but also includes the full impact of the loss of the previously announced Amey contract. This was offset somewhat by increased revenue from all other verticals.

Underlying EBITDA for the period was £2.8m (H124: £8.3m). Compared to proforma Underlying EBITDA for the period, Underlying EBITDA declined by £3.9m (Proforma 2024: £6.7m) reflecting the reduced revenue and margin pressure offset somewhat by a reduction in indirect costs.

Update on net debt and refinancing 

The Group's net debt as at 30 September 2025 was £86.0m, which included total bank debt of £44.9m comprising £39.9m of term debt and £5.0m revolving credit facility ("RCF").

As part of the lender consent to the Transaction, an amortisation schedule was agreed with the lenders to repay £10m of term debt between December 2025 and June 2026 with the first £4m payment due to be paid in December 2025. In addition, the RCF facility was reduced to the £5m drawn amount from 6 October 2025.

As noted above, proforma 30 September 2025 net debt at Completion was £24.8m which was lower than the previous guidance of £26.0m - £30.0m and is after taking account of the reduction in IFRS16 lease liabilities following the disposal of THSC. This measure excludes the additional £10.0m liability for the deferred dowry relating to the disposal of THSC which is due to be repaid during the period June to December 2026 and the agreed amortisation of term debt of £10.0m from December 2025 to June 2026.

Debt refinancing discussions continue with a number of parties to fully refinance the outstanding term debt and RCF facilities. These discussions are progressing well and are expected to conclude in the first six months of 2026, well ahead of the expiry of the existing facilities in September 2026.

Current Trading & Outlook

As announced on 17 November 2025, trading in the year has been, and continues to be challenging, with our execution of a series of transformative deals being undertaken against a backdrop of a poor commercial environment that has if anything deteriorated as we have progressed through the year. This, together with the disruption to our THSC business, had a negative impact on our revenues and our margins in the period leading up to completion of the Transaction and Completion occurred later than we had originally expected.

Since Completion, we have faced some teething problems with implementation of the Speedy Hire agreement and have absorbed a material amount of additional cost while we slowly build additional revenue momentum from rehire and training. As a result, we now expect revenues for FY26 to be c. £260m on a continuing basis (i.e. excluding THSC) and adjusted EBITDA of around break-even for FY26.

However, despite the current teething problems which were to be expected given the scale of the commercial supply agreement with Speedy Hire, the sale of THSC equipment on hire and the transfer of sites to Speedy Hire, the activity with Speedy Hire is progressing and we are working on the opportunities for growth in rehire, re-sale and training given the longer lead times for this activity.  

Looking ahead to FY27 and beyond, we are confident that we can continue to further develop our asset-light marketplace business and grow revenues from Speedy Hire relating to both rehire, re-sale and training to their full potential. This, as expected, will take time. Furthermore, it will also take time to optimise our cost base, particularly our headcount-related costs, as we implement more efficient processes and develop our IT roadmap.

Whist the current market remains difficult with no sign yet of any improvement, given the transformative nature of the commercial arrangement with Speedy and our potential to continue to drive growth in both hire and non-hire, we expect that FY27 will be in line with market expectations⁵.

Our next trading update is expected to be in April 2026.

Alan Peterson OBE

Chairman

19 December 2025

ProService Building Services Marketplace plc

Unaudited condensed consolidated income statement

	Note	6 months ended 30 September 2025			26 weeks ended1 29 June 2024
		Underlying	Non-underlying items (note 5)	Total	Underlying	Non-underlying items (note 5)	Total
		£000s	£000s	£000s	£000s	£000s	£000s
Revenue	3	135,562	-	135,562	157,431	-	157,431
Cost of sales		(73,088)	-	(73,088)	(87,428)	-	(87,428)
							-
Gross profit		62,474	-	62,474	70,003	-	70,003
Distribution costs		(11,974)	-	(11,974)	(12,451)	-	(12,451)
Administrative expenses		(46,334)	(6,893)	(53,227)	(52,595)	(2,298)	(54,893)
Impairment loss on trade receivables and contract assets	12	(399)	-	(399)	(870)	-	(870)
Other operating income	4	142	1,786	1,928	209	-	209
Operating (loss)/profit		3,909	(5,107)	(1,198)	4,296	(2,298)	1,998
Net finance expense	7	(4,978)	(66)	(5,044)	(4,894)	(154)	(5,048)
Loss on continuing operations before tax		(1,069)	(5,173)	(6,242)	(598)	(2,452)	(3,050)
Income tax charge		(1,637)	-	(1,637)	(16)	-	(16)
Loss from continuing operations		(2,706)	(5,173)	(7,879)	(614)	(2,452)	(3,066)
Profit/(loss) from discontinued operations, net of tax	17	664	255	919	1,351	(642)	709
(Loss)/profit for the financial period		(2,042)	(4,918)	(6,960)	737	(3,094)	(2,357)
Alternative performance measures (£000s)
Underlying EBITDA (note 19)				14,155			23,310
Underlying EBITA (note 19)				4,758			5,388
Underlying loss before tax (note 19)				(1,069)			(598)
Earnings per share for continuing operations (pence)
Underlying basic loss per share (note 8)				(0.11)			(0.05)
Underlying diluted loss per share (note 8)				(0.11)			(0.05)
Basic loss per share (note 8)				(1.11)			(0.43)
Diluted loss per share (note 8)				(1.09)			(0.42)
Continuing and discontinued operations (pence)
Basic loss per share (note 8)				(0.98)			(0.33)
Diltuted loss per share (note 8)				(0.96)			(0.32)

The notes form part of these condensed consolidated financial statements.

^1. The notes supporting the income statement have been restated to disclose continuing operations (note 2).

ProService Building Services Marketplace plc

Unaudited condensed consolidated statement of comprehensive income

		6 months ended 30 September 2026	26 weeks ended 29 June 2024
		£000s	£000s
Loss for the financial period		(6,960)	(2,357)
Items that may be reclassified to profit or loss:
Foreign currency translation differences arising on consolidation of foreign operations		115	-
Realisation of foreign currency translation differences arising on consolidation of foreign operations		1,080	(340)
Other comprehensive loss for the period		1,195	(340)
Total comprehensive loss for the period		(5,765)	(2,697)
Attributable to owners of the Group		(5,765)	(2,697)

The notes form part of these condensed consolidated financial statements.

ProService Building Services Marketplace plc

Unaudited condensed consolidated statement of financial position

			At 30 September 2025	At 31 March 2025
	Note		£000s	£000s
ASSETS
Non-current assets
Intangible assets	9		71,894	71,991
Property, plant and equipment
- Hire equipment	10		33,208	32,843
- Non-hire assets	10		5,536	5,191
Right of use assets
- Hire equipment	11		1,619	1,737
- Non-hire assets	11		29,005	26,971
Deferred tax asset			1,842	3,479
			143,104	142,212
Current assets
Inventories			2,807	3,017
Trade and other receivables	12		66,830	72,362
Cash			18,914	23,914
			88,551	99,293
Assets classified as held for sale			-	32,629
Total assets			231,655	274,134
LIABILITIES
Current liabilities
Trade and other payables	13		73,172	81,652
Lease liabilities	14		11,934	12,562
Borrowings	15		9,578	4,810
Provisions	16		4,463	5,632
			99,147	104,656
Non-current liabilities
Lease liabilities	14		37,221	38,796
Borrowings	15		45,109	64,152
Provisions	16		4,027	4,517
Deferred tax liabilities			2,163	2,163
			88,520	109,628
Liabilities classified as held for sale			-	10,250
Total liabilities			187,667	224,534
Net assets			43,988	49,600
EQUITY
Share capital			7,151	7,108
Share premium			45,552	45,552
Merger reserve			97,780	97,780
Foreign exchange translation reserve			-	(1,195)
Retained deficit			(106,495)	(99,645)
Total equity			43,988	49,600

The notes form part of these condensed consolidated financial statements.

ProService Building Services Marketplace plc

Unaudited condensed consolidated statement of changes in equity

	Share capital	Share premium	Merger reserve	Foreign exchange translation reserve	Retained earnings	Total equity
	£000s	£000s	£000s	£000s	£000s	£000s
At 31 March 2025	7,108	45,552	97,780	(1,195)	(99,645)	49,600
Loss for the period	-	-	-	-	(6,960)	(6,960)
Foreign currency translation differences arising on consolidation of foreign operations	-	-	-	115	-	115
Realisation of foreign currency translation differences on business divestiture	-	-	-	1,080	-	1,080
Total comprehensive loss for the period	-	-	-	1,195	(6,960)	(5,765)
Transactions with owners recorded directly in equity
Share-based payment charge	-	-	-	-	153	153
Issue of shares	43	-	-	-	(43)	-
Dividends paid	-	-	-	-	-	-
At 30 September 2025	7,151	45,552	97,780	-	(106,495)	43,988

	Share capital	Share premium	Merger reserve	Foreign exchange translation reserve	Retained earnings	Total equity
	£000s	£000s	£000s	£000s	£000s	£000s
At 30 December 2023	7,050	45,552	97,780	(653)	33,456	183,185
Profit for the period	-	-	-	-	(2,357)	(2,357)
Foreign currency translation differences arising on consolidation of foreign operations	-	-	-	(340)	-	(340)
Total comprehensive profit/(loss) for the period	-	-	-	(340)	(2,357)	(2,697)
Transactions with owners recorded directly in equity
Share-based payment charge	-	-	-	-	239	239
Issue of shares	58	-	-	-	(58)	-
Dividends paid	-	-	-	-	(2,680)	(2,680)
At 29 June 2024	7,108	45,552	97,780	(993)	28,600	178,047

The notes form part of these condensed consolidated financial statements.

ProService Building Services Marketplace plc

Unaudited condensed consolidated statement of cash flows

	Note	6 months ended 30 September 2025	26 weeks ended 29 June 2024
		£000s	£000s
Loss for the financial period		(6,960)	(2,357)
Adjustments for:
- Tax		1,690	228
- Amortisation	6	849	1,092
- Depreciation	6	9,736	16,903
- Accelerated depreciation relating to hire stock customer losses and hire stock write offs	6	1,608	2,536
- Gain on disposal of leases	6	(2,384)	(815)
- Profit/(loss) on disposal of property, plant and equipment and right of use assets	6	868	1,001
- Capital element of net investment in sublease receipts		48	80
- Share-based payment charge		153	239
- (Gain)/loss on disposal of discontinued operations		(255)	872
- Foreign exchange gains on operating activities		(8)	(586)
- Net finance expense	7	5,088	5,156
Changes in working capital (excluding the effects of disposals and exchange differences on consolidation):
- Inventories		203	(151)
- Trade and other receivables		6,012	9,199
- Trade and other payables		(8,408)	(1,676)
- Provisions		(1,364)	(2,537)
Cash flows from operating activities before purchase of hire equipment		6,876	29,184
Purchase of hire equipment		(5,200)	(10,324)
Cash generated from operating activities		1,676	18,860
Net interest paid		(4,582)	(4,842)
Income tax received/(paid)		76	753
Net cash (used in)/generated from operating activities		(2,826)	14,771
Cash flows from investing activities
Proceeds on disposal of business, net of cash disposed of	17	20,786	20,321
Purchases of non-hire property, plant, equipment and software	10,11	(2,126)	(3,891)
Net cash generated from investing activities		18,660	16,430
Cash flows from financing activities
Repayment of borrowings		(17,639)	(12,500)
Proceeds from borrowings		5,000	-
Capital element of lease liability payments		(8,808)	(8,343)
Capital element of hire purchase arrangements payments		(2,705)	(4,298)
Net cash paid in financing activities		(24,152)	(25,141)
Net increase/(decrease) in cash		(8,318)	6,060
Net effects of foreign exchange on cash and cash equivalents		20	210
Cash at the start of the period		27,212	31,931
Cash at the end of the period		18,914	38,201

The notes form part of these condensed consolidated financial statements.

ProService Building Services Marketplace plc

Notes forming part of the unaudited condensed consolidated financial statements

1.     General information

The Company is a public limited company, is quoted on the AIM market of the London Stock Exchange and is incorporated and domiciled in the United Kingdom. The address of the registered office is Building 2, Think Park, Mosley Road, Manchester M17 1FQ. These condensed consolidated financial statements comprise the Company and its subsidiaries (the 'Group') and cover the 6-month period ended 30 September 2025.

The Group is primarily involved in providing tool and equipment hire and related services in the United Kingdom, details of the developments in the period, along with the effects of seasonality, can be found in the Chairman's Statement and Group Financial Performance.

The condensed consolidated financial statements were approved for issue by the Board on 18 December 2025.

The condensed consolidated financial statements do not constitute the Statutory Accounts within the meaning of Section 434 of the Companies Act 2006 and have not been subject to audit by the Group's auditor. Statutory Accounts for the period ended 31 March 2025 were approved by the Board on 5 October 2025 and delivered to the Registrar of Companies. The auditor's report on those accounts was unqualified and did not contain a statement under Section 498(2) or (3) of the Companies Act 2006.

2.     Basis of preparation and significant accounting policies

The condensed consolidated financial statements for the 6 months ended 30 September 2025 have been prepared in accordance with IAS 34 Interim Financial Reporting. The condensed consolidated financial statements should be read in conjunction with the Group's Annual Report and Accounts for the period ended 31 March 2025, which were prepared in accordance with IFRS as adopted by the UK (IFRS).

Under the requirements of IFRS5, the group has restated certain income statement disclosures to present the comparative figures on a continuing operations basis. For details of the discontinued operation please see note 17 business disposals.

Accounting policies are consistent with those in the Statutory Accounts for the period ended 31 March 2025.

Going concern

At 30 September 2025, the Group's financing arrangements consisted of a drawn senior finance facility of £39.9m, and a revolving credit facility (RCF) of £20m of which £5.0m was drawn. Cash at the balance sheet date was £18.9m providing available liquidity of £33.9m (31 March 2025: £43.9m). Both the senior finance facility and RCF are subject to net debt leverage and interest cover financial covenant tests each quarter.

In determining whether the Going Concern basis of preparation is appropriate, the Group considers its ability to continue in operation whilst meeting its liabilities as they fall due for the foreseeable future. This assessment includes consideration of the Group's covenants in respect of the term loan and revolving credit facility (RCF).

In connection with the release of the Group's 31 March 2025 Annual Report, the Group evaluated base case forecasts and under the base case scenario, the forecasts indicated a breach of the Group's financial covenants during the assessment period and insufficient liquidity to settle the Group's bank facilities when they fall due at the end of September 2026.

As noted at the previous period end, should a breach of covenants occur, the facilities may be withdrawn and require immediate repayment. The Group's forecast cash remains insufficient to immediately repay these if repayment is demanded following a breach of covenants, or to repay the facilities at the settlement date.

Since the balance sheet date, as part of the Group's long-term strategic aims, the Directors have entered several commercial arrangements which completed on 17 November 2025 and are expected to increase the profitability of the remaining Group. The Group has also commenced a refinancing exercise, successful completion of which is expected to resolve the covenant issue.

The strategic initiatives (as discussed in more detail in the post-balance sheet events note) include:

·   An arrangement between HSS ProService and SpeedyHire for ProService's platforms to be used to serve Speedy's customers' rehire, resale and training needs.

·   Speedy Hire becomes the primary supplier for provision of equipment for hire using their national network to provide an improved offering to ProService's customers.

·   The sale of THSC to funds managed by Endless LLP following the Board's strategic review of the business.

Consent from the Group's lenders for the above transactions also includes the provision of a covenant waiver and adjustment for the post-disposal period to allow the Group time to embed the operational changes, but no commitment to refinance the Group's existing bank facilities at the end of their current term, it also included a reduction in the RCF facility to the £5m drawn balance and a requirement for the Group to have significantly progressed with a refinance before the end of the 31 March 2026 financial year.

Notwithstanding the completion of the above Commercial Arrangements in November, covenant breaches could still occur whilst the new contractual arrangements are being embedded into the business and the loan facilities remain due for repayment at the end of September 2026, until since time as a successful refinance can be completed.

Should trading or working capital downsides occur after the completion of the Commercial Arrangements and covenants subsequently breach or liquidity headroom is eroded, or if the Group's bank facilities are not refinanced in due course, the facilities may be withdrawn and require immediate repayment.

As such, the Group and therefore the Company, may be unable to realise its assets and discharge its liabilities in its ordinary course of business. However, the Group continues to explore refinancing options with existing and alternative lenders and remains confident that new facilities will be in place prior to the expiry of existing ones.

As a result, the Directors acknowledge the existence of a material uncertainty, which may cast significant doubt upon the Group and Company's ability to continue as a going concern.

Despite the existence of a material uncertainty, the Directors consider that the Group has adequate resources to continue in operational existence for the foreseeable future and that it remains appropriate to prepare the financial statements for the Company on a going concern basis.

As the financial statements have been prepared on a going concern basis, they do not include any adjustments that would be required should the going concern basis of preparation no longer be appropriate. Such adjustments could be material and could affect the carrying amounts assets and liabilities reported in the statement of financial position.

3.     Segmental reporting

As discussed in the Group's FY24/25 financial statements, the Group had moved on from the legal separation of ProService and Operations in 2022, to full separation of the commercial and operational activities of both of the major divisions. The two main divisional structures for the Group are:

·      ProService - Digital marketplace business focused on customer and supplier acquisition. Technology-driven, extremely scalable and uniquely differentiated including training services.

·      Operations - Fulfilment business including power generation, focused on health and safety and quality, with circular economy credentials, comprehensive national footprint and high customer satisfaction.

The Group originally formalised the commercial and operational separation of THSC and ProService through a Business Transfer Agreement ('BTA') at the end of September 2024. This agreement involved the transfer of assets and liabilities; certain specific customer contracts and employees were also transferred.

Since the period end, the Group has announced a number of strategic initiatives which collectively represent the completion of the operational separation of these two divisions. The transaction was originally announced to the market on 6 October 2025 and completed on 17 November 2025, all taking place after the balance sheet date.

This post balance sheet event has significant implications on segmental reporting going forwards and has been discussed in more detail in note 20.

Firstly, as a result of the transaction, THSC (the 'Operations - UK' segment) has been disposed of subsequent to the balance sheet date and as of 17 November 2025, is no longer a part of the Group. The division has not been presented as a disposal group held for sale at the balance sheet as the division was not available for sale in their present condition as lender approval for the transaction had not been obtained at the balance sheet date. Lender approval was ultimately received in October 2025.

As a result of not being presented as a disposal group held for sale, the segment continues to be included in continuing operations at the balance sheet date and the segmental reporting disclosures continue to include THSC. This will not be the case at the year end when the business divestiture will have completed and will be shown as a discontinued operation.

THSC will no longer be the preferred supplier for HSS ProService in the future, who will instead have a right of first refusal in place with Speedy Hire instead. THSC will continue to act as a supplier to the Group post-disposal as a third party and will have a right of first refusal exclusively on certain product lines not transferred to Speedy Hire as part of the Commercial Agreement.

Accordingly, the Group going forwards will be comprised of HSS ProService, whose revenues are expected to grow as a product of the commercial agreement and the additional rehire volumes through Speedy Hire. As the Group continues to change and internal reporting is updated to meet the changing requirements of the Chief Operating Decision Maker, the structure of the Group's segments may change alongside this change in structure.

Despite this, no such changes to internal reporting had taken place at the period end and these interim financial statements are prepared on the same basis as those included in the Group's latest Annual Report. In addition, the Group's Chief Operating Decision Maker continues to be the Board of Directors for the Group as a whole during the interim period.

All segment revenue, operating profit, assets and liabilities are attributable to the principal activity of the Group, being the provision of tool and equipment hire and related services in, and to customers in, the United Kingdom.

No single customer represented more than 10% of Group revenue in the current year (H1-24: none).

3.    Segmental reporting (continued)

	6 months ending 30 September 2025
	ProService	Operations - UK	Corporate	Eliminations	Total
	£000s	£000s	£000s	£000s	£000s
Equipment hire and related revenue	41,339	49,143	-	(33,424)	57,058
Equipment rehire	51,259	3,153	-	(3,367)	51,045
Sale of goods and related services	14,548	2,066	-	(861)	15,753
Training services rendered	11,706	30	-	(30)	11,706
Total revenue	118,852	54,392	-	(37,682)	135,562
Cost of sales (exc. Depreciation and amortisation)	(94,186)	(6,599)	-	37,841	(62,944)
Distribution costs (exc. Depreciation and amortisation)	-	(10,559)	-	-	(10,559)
Stock maintenance costs (exc. Depreciation and amortisation)	-	(4,732)	-	-	(4,732)
Contribution	24,666	32,502	-	159	57,327
Contribution margin	20.8%	59.8%			42.3%
Indirect costs (exc. Depreciation and amortisation)	(21,906)	(19,939)	(1,168)	(159)	(43,172)
Underlying EBITDA	2,760	12,563	(1,168)	-	14,155
Less: Depreciation	(951)	(8,568)	-	122	(9,397)
Underlying EBITA	1,809	3,995	(1,168)	122	4,758
Less: Amortisation	(838)	(11)	-	-	(849)
Underlying operating profit/(loss)	971	3,984	(1,168)	122	3,909
Net finance expenses	(154)	(2,220)	(2,604)	-	(4,978)
Underlying profit/(loss) before tax	817	1,764	(3,772)	122	(1,069)
Less: Non-underlying items					(5,173)
Loss from continuing operations before tax					(6,242)

The 'Eliminations' column shows the value of eliminations in revenue between the trading segments Operations - UK and ProService. Corporate includes only those corporate costs incurred centrally to support the businesses.

	26 weeks ending 29 June 2024
	ProService	Operations - UK	Corporate	Eliminations	Total
	£000s	£000s	£000s	£000s	£000s
Equipment hire and related revenue	65,503	47,026	-	(47,026)	65,503
Equipment rehire	64,817	-	-	-	64,817
Sale of goods and related services	15,136	2,290	-	(1,633)	15,793
Training services rendered	11,318	-	-	-	11,318
Total revenue	156,774	49,316	-	(48,659)	157,431
Cost of sales (exc. Depreciation and amortisation)	(120,608)	(1,602)	-	48,659	(73,551)
Distribution costs (exc. Depreciation and amortisation)	-	(10,369)	-	-	(10,369)
Stock maintenance costs (exc. Depreciation and amortisation)	-	(4,639)	-	-	(4,639)
Contribution	36,166	32,706	-	-	68,872
Contribution margin	23.1%	66.3%	-	-	43.7%
Indirect costs (exc. Depreciation and amortisation)	(27,858)	(16,384)	(1,320)	-	(45,562)
Underlying EBITDA	8,308	16,322	(1,320)	-	23,310
Less: Depreciation	(941)	(16,952)	-	(29)	(17,922)
Underlying EBITA	7,367	(630)	(1,320)	(29)	5,388
Less: Amortisation	(752)	(340)	-	-	(1,092)
Underlying operating profit/(loss)	6,615	(970)	(1,320)	(29)	4,296
Net finance expenses	(159)	(2,023)	(2,712)	-	(4,894)
Underlying profit/(loss) before tax	6,456	(2,993)	(4,032)	(29)	(598)
Less: Non-underlying items					(2,452)
Loss from continuing operations before tax					(3,050)

3.    Segmental reporting (continued)

As at 30 September 2025	ProService	Operations - UK	Corporate	Eliminations	Total
	£000s	£000s	£000s	£000s	£000s
Additions to non-current assets
Property, plant and equipment	355	6,113	-	-	6,468
Right of use assets	265	8,104	-	-	8,369
Intangibles	360	392	-	-	752
Non-current assets - Net book value
Property, plant and equipment - Hire equipment	-	33,208	-	-	33,208
Property, plant and equipment - Non-hire assets	876	4,660	-	-	5,536
Right of use assets - Property	1,410	14,307	-	(351)	15,366
Right of use assets - Vehicles	2,256	11,327	-	-	13,583
Right of use assets - Hire and non-hire assets	9	1,666	-	-	1,675
Intangibles - Goodwill	37,964	-	-	-	37,964
Intangibles - Brands and Customer Relationships	21,900	-	-	-	21,900
Intangibles - Software	11,650	380	-	-	12,030
Deferred tax assets	1,217	625	-	-	1,842
Current assets - Net book value
Inventories	-	2,807	-	-	2,807
Trade and other receivables	63,237	23,162	17,884	(37,453)	66,830
Cash	5,496	4,999	8,419	-	18,914
Current liabilities - Net book value
Trade and other creditors	(57,691)	(33,355)	(14,555)	32,429	(73,172)
Lease liabilities	(2,010)	(9,924)	(908)	908	(11,934)
Borrowings	-	(4,578)	(5,000)	-	(9,578)
Provisions	(4)	(4,459)	-	-	(4,463)
Non-current liabilities - Net book value
Lease liabilities	(1,908)	(35,313)	(4,116)	4,116	(37,221)
Borrowings	-	(5,867)	(39,242)	-	(45,109)
Provisions	(362)	(3,665)	-	-	(4,027)
Deferred tax liabilities	(2,163)	-	-	-	(2,163)
Net assets/ (liabilities)	81,877	(20)	(37,518)	(351)	43,988

As at 31 March 2025	ProService	Operations - UK	Corporate	Eliminations	Total
	£000s	£000s	£000s	£000s	£000s
Additions to non-current assets
Property, plant and equipment	526	22,895	-	-	23,421
Right of use assets	2,759	23,880	-	(686)	25,952
Intangibles	2,344	1,219	-	-	3,563
Non-current assets - Net book value
Property, plant and equipment - Hire equipment	-	32,843	-	-	32,843
Property, plant and equipment - Non-hire assets	707	4,484	-	-	5,191
Right of use assets - Property	1,582	11,281	-	(474)	12,389
Right of use assets - Vehicles	2,546	11,973	-	-	14,519
Right of use assets - Hire and non-hire assets	13	1,787	-	-	1,800
Intangibles - Goodwill	37,964	-	-	-	37,964
Intangibles - Brands and Customer Relationships	21,900	-	-	-	21,900
Intangibles - Software	12,127	-	-	-	12,127
Deferred tax assets	1,217	2,262	-	-	3,479
Current assets - Net book value
Inventories	-	3,017	-	-	3,017
Trade and other receivables	62,905	27,376	11,466	(29,385)	72,362
Cash	12,796	4,727	6,391	-	23,914
Current liabilities - Net book value
Trade and other creditors	(69,587)	(30,363)	(5,575)	23,873	(81,652)
Lease liabilities	(1,444)	(11,118)	(992)	992	(12,562)
Borrowings	-	(4,810)	-	-	(4,810)
Provisions	(4)	(5,628)	-	-	(5,632)
Non-current liabilities - Net book value
Lease liabilities	(2,803)	(35,993)	(4,520)	4,520	(38,796)
Borrowings	-	(7,624)	(56,528)	-	(64,152)
Provisions	(354)	(4,163)	-	-	(4,517)
Deferred tax liabilities	(2,163)	-	-	-	(2,163)
Net assets	77,402	51	(49,758)	(474)	27,221

3.    Segmental reporting (continued)

In the prior period, the Group designated the assets and liabilities of HSS Hire Ireland Limited as held for sale. This entity represents the entirety of the Operations - Ireland segment and accordingly does not feature in the segmental balance sheet above as at 31 March 2025.

As at 30 September 2025	ProService £000s	Operations - UK £000s	Corporate £000s	Eliminations £000s	Total £000s
Lease liability payments
Less than one year	1,580	10,354	908	(908)	11,934
Two to five years	2,172	25,834	2,831	(2,831)	28,006
More than five years	166	9,049	989	(989)	9,215
Repayment of borrowings
Less than one year	-	4,578	5,000	-	9,578
Two to five years	-	5,867	39,861	-	45,728
More than five years	-	-	-	-	-
Total
Less than one year	1,580	14,932	5,908	(908)	21,512
Two to five years	2,172	31,701	42,692	(2,831)	73,734
More than five years	166	9,049	989	(989)	9,215
	3,918	55,682	49,589	(4,728)	104,461

As at 31 March 2025	ProService £000s	Operations - UK £000s	Corporate £000s	Eliminations £000s	Total £000s
Lease liability payments
Less than one year	1,444	11,118	992	(992)	12,562
Two to five years	2,529	27,033	3,325	(3,325)	29,562
More than five years	274	8,960	1,195	(1,195)	9,234
Repayment of borrowings
Less than one year	-	4,810	-	-	4,810
Two to five years	-	7,624	57,500	-	65,124
More than five years	-	-	-	-	-
Total
Less than one year	1,444	15,928	992	(992)	17,372
Two to five years	2,529	34,657	60,825	(3,325)	94,686
More than five years	274	8,960	1,195	(1,195)	9,234
	4,247	59,545	63,012	(5,512)	121,292

4.     Other operating income

			6 months ended 30 September 2025	As restated1 26 weeks ended 29 June 2024
			£000s	£000s
Sublease rental and service charge income			142	209
Proceeds from insurance claims			1,786	-
			1,928	209

During the period sub-let rental income of £0.1m (26 weeks ended 29 June 2024: £0.2m) was received on properties no longer used by the Group for trading purposes.

Proceeds from insurance claims of £1.8m relate to amounts recovered through claims against business interruption insurance policies for losses sustained by the Group during the COVID-19 pandemic and are presented as other income (26 weeks ended 29 June 2024: £Nil).

¹The notes supporting the income statement have been restated to disclose continuing operations (note 2).

5.     Non-underlying items

Items of income or expense have been shown as non-underlying because of their size and nature or because they are outside the normal course of business. During the 6 months ended 30 September 2025 the Group has recognised non-underlying items as follows:

			Included in administrative expenses	Included in other operating income	Included in finance expense	Included in profit on disposal	Total 6 months ended 30 September 2025
			£000s	£000s	£000s	£000s	£000s
Onerous property costs			314	-	13	-	327
Costs for branch network restructure			449	-	2	-	451
Insurance proceeds (note 4)			-	(1,786)	-	-	(1,786)
Costs relating to group restructuring			6,130	-	-	-	6,130
Onerous contract (note 16)			-	-	51	-	51
Non-underlying items from continuing operations			6,893	(1,786)	66	-	5,173
Profit from business divestiture - discontinued operations (note 17)			-	-	-	(255)	(255)
Total			6,893	(1,786)	66	(255)	4,918

During the 26 weeks ended 29 June 2024, the Group recognised non-underlying items analysed as follows:

			Included in administrative expenses	Included in finance expense	Included in loss on disposal	Total 26 weeks ended 29 June 2024
			£000s	£000s	£000s	£000s
Onerous property (credits)/costs			(209)	29	-	(180)
Costs relating to group restructuring			2,507	-	-	2,507
Onerous contract (note 16)			-	125	-	125
Non- underlying items from continuing operations			2,298	154	-	2,452
Loss arising from business divestiture - discontinued operations (note 17)			-	-	642	642
Total			2,298	154	642	3,094

Costs related to onerous properties: (incurred in 2026 and 2024)

In the current period the Group incurred onerous property costs of £0.3m (H1-24: credit of £0.2m) in connection with so called 'dark' stores where locations have been exited and are in the process of closing but which continue to incur costs after exiting.

Costs for branch network restructure (incurred in 2026)

During the current period, the Group have incurred a total of £0.5m in connection with the closure of a number of trading locations as part of a right-sizing exercise within THSC intended to save costs and more efficiently deploy hire stock to meet customer demands. The costs in the current period largely relate to right of use property and lease liability exit costs.

Cost relating to restructuring (incurred in 2026 and 2024)

Costs relating to restructuring have been incurred in connection with executing the Group's long term strategic aim of separating ProService and Operations, which was achieved subsequent to the period end (see note 20). Costs in the current period of £6.1m relate to the commercial agreement and disposal of THSC to a third party, costs which primarily relate to legal and professional fees connected with the transaction.

In the previous period the costs of £2.5m relate to the initial separation of the two businesses and formation of the Business Transfer Agreement (BTA) which saw the transfer of the Builders' Merchant businesses to THSC in September 2024.

Insurance proceeds

During the current period, £1.8m was received from an insurance provider as a result of a successful claim in relation to business interruption insurance in place during the COVID-19 pandemic.

5.         Non-underlying items (continued)

Discontinued operations (incurred in 2026 and 2024)

Included within non-underlying items is the loss on disposal of the Group's subsidiaries. This has been classified as non-underlying to ensure that the results of the Group can be clearly distinguished from all discontinued amounts in the income statement, more detail on the disposal of the businesses is provided in note 17.

6.     Depreciation and amortisation expense

					6 months ended 30 September 2025			As restated1 26 weeks ended 29 June 2024
					£000s			£000s
Amortisation					849			1,092
Depreciation					9,397			17,922
Amounts charged in respect of depreciation:		6 months ended 30 September 2025				As restated1 26 weeks ended 29 June 2024
		Property, plant and equipment	Right of use assets	Total		Property, plant and equipment		Right of use assets	Total
		£000s	£000s	£000s		£000s		£000s	£000s
Depreciation (notes 10,11)		4,383	5,353	9,736		9,427		8,300	17,727
Accelerated depreciation relating to hire stock lost by customers or written off (notes 10,11)		1,465	143	1,608		2,438		98	2,536
Loss on disposal of non-hire PPE before proceeds (notes 10,11)		9	859	868		77		924	1,001
Total depreciation per notes 10 and 11		5,857	6,355	12,212		11,942		9,322	21,264
Profit on surrender of leases		(464)	(1,920)	(2,384)		(163)		(815)	(978)
Total depreciation per income statement and statement of cash flows		5,393	4,435	9,828		11,779		8,507	20,286
Less depreciation from discontinued operations (note 17)		-	-	-		(1,848)		(663)	(2,511)
Less depreciation included within non-underlying items		19	(450)	(431)		(33)		180	147
Total depreciation used in calculating adjusted performance measures		5,412	3,985	9,397		9,898		8,024	17,922

Amounts charged in respect of amortisation:

					6 months ended 30 September 2025	As restated1 26 weeks ended 29 June 2024
					£000s	£000s
Intangible assets
Amortisation (note 9)					849	1,110
Total amortisation per notes					849	1,110
Amortisation included in discontinued operations (note 17)					-	(18)
Total from continuing operations and used in calculating adjusted performance measures					849	1,092

¹The notes supporting the income statement have been restated to disclose continuing operations (note 2).

7.     Net finance expense

			6 months ended 30 September 2025	As restated1 26 weeks ended 29 June 2024
			£000s	£000s
Interest on senior finance facility			2,010	2,548
Amortisation of debt issue costs			308	254
Interest on lease liabilities			1,915	1,581
Interest on hire purchase arrangements			357	466
Interest unwind on discounted provisions			178	287
Interest on revolving credit facility, including commitment fees			301	148
Other interest received			(25)	(236)
Net finance expense			5,044	5,048
Finance expense from discontinued operations			44	227
Total finance expense for statement of cash flows			5,088	5,275

¹The notes supporting the income statement have been restated to disclose continuing operations (note 2).

8.     Earnings per share

Basic earnings per share:

	Loss after tax from total operations	Loss after tax from continuing operations	Weighted average number of shares	Earnings after tax from total operations per share	Earnings after tax from continuing operations per share
	£000s	£000s	000s	pence	pence
6 months ended 30 September 2025	(6,960)	(7,879)	713,190	(0.98)	(1.11)
26 weeks ended 29 June 2024	(2,357)	(3,066)	705,788	(0.33)	(0.43)

Basic earnings per share is calculated by dividing the result attributable to equity holders by the weighted average number of ordinary shares in issue for that period.

Diluted earnings per share:

	Loss after tax from total operations	Loss after tax from continuing operations	Weighted average number of shares	Earnings after tax from total operations per share	Earnings after tax from continuing operations per share
	£000s	£000s	000s	pence	pence
6 months ended 30 September 2025	(6,960)	(7,879)	725,752	(0.96)	(1.09)
26 weeks ended 29 June 2024	(2,357)	(3,066)	728,141	(0.32)	(0.42)

Diluted earnings per share is calculated using the result attributable to equity holders divided by the weighted average number of shares outstanding assuming the conversion of potentially dilutive equity derivatives outstanding, being market value options, nil-cost share options (LTIP shares), restricted stock grants, deferred bonus shares and warrants.

All of the Group's potentially dilutive equity derivative securities were dilutive for the purpose of diluted basic earnings per share for the period (26 weeks ending 29 June 2024: all equity derivative securities were dilutive).

8.         Earnings per share (continued)

The following is a reconciliation between basic earnings per share and the underlying basic earnings per share:

		6 months ended 30 September 2025		As restated1 26 weeks ended 29 June 2024
		Total operations	Continuing operations	Total operations	Continuing operations
		pence	pence	Pence	pence
Basic earnings per share		(0.98)	(1.11)	(0.33)	(0.43)
Add back:
Non-underlying items per share		0.69	0.73	0.44	0.35
Tax per share		0.24	0.23	0.02	0.01
Charge:
Tax credit/(charge) at prevailing rate		0.01	0.04	(0.03)	0.02
Underlying basic earnings per share		(0.04)	(0.11)	0.10	(0.05)

The following table reconciles diluted earnings per share and the underlying diluted earnings per share:

		6 months ended 30 September 2025		As restated1 26 weeks ended 29 June 2024
		Total operations	Continuing operations	Total operations	Continuing operations
		pence	pence	pence	pence
Diluted earnings per share		(0.96)	(1.09)	(0.32)	(0.42)
Add back:
Exceptional items per share		0.68	0.72	0.42	0.34
Tax per share		0.23	0.23	0.02	0.01
Charge:
Tax credit/(charge) at prevailing rate		0.01	0.03	(0.03)	0.02
Underlying diluted earnings per share		(0.04)	(0.11)	0.09	(0.05)

The weighted average number of shares for the purposes of calculating the diluted earnings per share are as follows:

			6 months ended 30 September 2025	26 weeks ended 29 June 2024
			Weighted average number of shares	Weighted average number of shares
			000s	000s
Basic			713,190	705,788
LTIP share options			-	2,564
Restricted stock grant			12,562	19,712
CSOP options			-	77
Diluted			725,752	728,141

1. The notes supporting the income statement have been restated to disclose continuing operations (note 2).

9.     Intangible assets

		Goodwill	Customer relationships	Brands	Software	Total
		£000s	£000s	£000s	£000s	£000s
Cost
At 31 March 2025		102,292	24,500	21,900	42,985	191,677
Additions		-	-	-	752	752
Disposals		-	-	-	-	-
At 30 September 2025		102,292	24,500	21,900	43,737	192,429
Amortisation
At 31 March 2025		64,328	24,500	-	30,858	119,686
Charge for the period		-	-	-	849	849
Disposals		-	-	-	-	-
At 30 September 2025		64,328	24,500	-	31,707	120,535
Net book value
At 30 September 2025		37,964	-	21,900	12,030	71,894
		Goodwill	Customer relationships	Brands	Software	Total
		£000s	£000s	£000s	£000s	£000s
Cost
At 31 December 2023		115,855	25,400	22,585	39,462	203,302
Additions		-	-	-	1,931	1,931
Disposed of on business divestiture		(6,053)	(900)	(685)	-	(7,638)
Disposals		-	-	-	-	-
At 29 June 2024		109,802	24,500	21,900	41,393	197,595
Amortisation
At 31 December 2023		-	25,382	361	24,577	50,320
Charge for the period		-	13	5	1,092	1,110
Disposed of on business divestiture		-	(895)	(366)	-	(1,261)
Disposals		-	-	-	-	-
At 29 June 2024		-	24,500	-	25,669	50,169
Net book value
At 29 June 2024		109,802	-	21,900	15,724	147,426

		Goodwill	Customer relationships	Brands	Software	Total
		£000s	£000s	£000s	£000s	£000s
Cost
At 31 December 2023		115,855	25,400	22,585	39,462	203,302
Additions		-	-	-	3,569	3,569
Reclassification of assets held for sale		(7,510)	-	-	(4)	(7,514)
Disposed of on business divestiture		(6,053)	(900)	(685)	-	(7,638)
Disposals		-	-	-	(42)	(42)
At 31 March 2025		102,292	24,500	21,900	42,985	191,677
Amortisation
At 31 December 2023		-	25,382	361	24,577	50,320
Charge for the period		-	14	4	2,822	2,840
Impairment charge		64,328	-	-	3,506	67,834
Disposed of on business divestiture		-	(896)	(365)	-	(1,261)
Disposals		-	-	-	(47)	(47)
At 31 March 2025		64,328	24,500	-	30,858	119,686
Net book value
At 31 March 2025		37,964	-	21,900	12,127	71,991

The Group tests property, plant and equipment, goodwill and indefinite life brands for impairment annually and considers at each reporting date whether there are indicators that impairment may have occurred.

10.  Property, plant and equipment

		Land & buildings	Plant & machinery	Materials & equipment held for hire	Total
		£000s	£000s	£000s	£000s
Cost
At 31 March 2025		25,904	16,030	118,987	160,921
Transferred from right of use assets		-	-	452	452
Additions		350	825	5,293	6,468
Disposals		(2,827)	(2,169)	(10,034)	(15,030)
At 30 September 2025		23,427	14,686	114,698	152,811
Accumulated depreciation
At 31 March 2025		21,953	14,790	86,144	122,887
Transferred from right of use assets		-	-	353	353
Charge for the period		433	388	3,562	4,383
Disposals		(2,839)	(2,148)	(8,569)	(13,556)
At 30 September 2025		19,547	13,030	81,490	114,067
Net book value
At 30 September 2025		3,880	1,656	33,208	38,744

The transferred from right of use assets category represents the acquisition of ROU assets at expiry of the lease in cases where the title is transferred to the Group.

			Land & buildings	Plant & machinery	Materials & equipment held for hire	Total
			£000s	£000s	£000s	£000s
Cost
At 31 December 2023			35,759	21,912	181,054	238,725
Transferred from right of use assets			-	-	193	193
Additions			662	431	13,963	15,056
Disposals			(912)	(2)	(10,306)	(11,220)
Disposed on business divestiture			(1,414)	(1,291)	(39,277)	(41,982)
Foreign exchange differences			(24)	(5)	(8)	(37)
At 29 June 2024			34,071	21,045	145,619	200,735
Accumulated depreciation
At 31 December 2023			26,539	19,140	99,863	145,542
Transferred from right of use assets			-	-	145	145
Charge for the period			1,160	517	7,750	9,427
Disposals			(835)	(2)	(7,869)	(8,706)
Disposed on business divestiture			(1,007)	(1,210)	(26,756)	(28,973)
Foreign exchange differences			(9)	(2)	(49)	(60)
At 29 June 2024			25,848	18,443	73,084	117,375
Net book value
At 29 June 2024			8,223	2,602	72,535	83,360

10.  Property, plant and equipment (continued)

			Land & buildings	Plant & machinery	Materials & equipment held for hire	Total
			£000s	£000s	£000s	£000s
Cost
At 31 December 2023			35,759	21,912	181,054	238,725
Transferred from right of use assets			-	-	658	658
Transferred to right of use assets			-	-	-	-
Additions			1,489	1,545	24,332	27,366
Disposals			(7,744)	(3,599)	(26,179)	(37,522)
Disposed of on business divestiture			(1,414)	(1,291)	(39,278)	(41,983)
Reclassified as asset held for sale			(2,145)	(1,894)	(21,200)	(25,239)
Remeasurement			(610)	-	-	(610)
Foreign exchange differences			(36)	(7)	(400)	(443)
Transfer			605	(636)	-	(31)
At 31 March 2025			25,904	16,030	118,987	160,921
Accumulated depreciation
At 31 December 2023			26,539	19,140	99,863	145,542
Transferred from right of use assets			-	-	428	428
Transferred to right of use assets			-	-	-	-
Charge for the year			2,589	1,294	18,181	22,064
Disposals			(7,217)	(3,495)	(18,890)	(29,602)
Disposed of on business divestiture			(1,007)	(1,210)	(26,757)	(28,974)
Reclassified as asset held for sale			(1,675)	(1,714)	(11,201)	(14,590)
Impairment of tangible assets			2,396	903	24,502	27,801
Accelerated depreciation on exit of trading locations			342	9	-	351
Foreign exchange differences			(14)	(3)	(85)	(102)
Transfers			-	(134)	103	(31)
At 31 March 2025			21,953	14,790	86,144	122,887
Net book value
At 31 March 2025			3,951	1,240	32,843	38,034

11.  Right of use assets

		Property	Vehicles	Equipment for internal use	Equipment for hire	Total
		£000s	£000s	£000s	£000s	£000s
Cost
At 31 March 2025		40,957	32,624	107	4,305	77,993
Additions		6,580	1,359	13	418	8,370
Transferred to property, plant and equipment		-	-	-	(452)	(452)
Disposals		(3,514)	(448)	-	(350)	(4,312)
At 30 September 2025		44,023	33,535	120	3,921	81,599
Accumulated depreciation
At 31 March 2025		28,568	18,105	44	2,568	49,285
Charge for the period		2,804	2,235	20	294	5,353
Transferred to property, plant and equipment		-	-	-	(353)	(353)
Disposals		(2,715)	(388)	-	(207)	(3,310)
At 30 September 2025		28,657	19,952	64	2,302	50,975
Net book value
At 30 September 2025		15,366	13,583	56	1,619	30,624

The transferred to property, plant and equipment category represents the acquisition of ROU assets at expiry of the lease in cases where the title is transferred to the Group.

11.   Right of use assets (continued)

		Property	Vehicles	Equipment for internal use	Equipment for hire	Total
		£000s	£000s	£000s	£000s	£000s
Cost
At 31 December 2023		52,935	27,908	-	4,134	84,977
Additions		2,615	5,773	150	237	8,775
Remeasurements		(321)	-	-	-	(321)
Transferred to property, plant and equipment		-	-	-	(193)	(193)
Disposals		(1,107)	(2,303)	-	(174)	(3,584)
Disposed of with business divestiture		(3,779)	(1,801)	(30)	-	(5,610)
Foreign exchange differences		(56)	(47)	-	-	(103)
At 29 June 2024		50,287	29,530	120	4,004	83,941
Accumulated depreciation
At 31 December 2023		21,321	10,303	-	1,542	33,166
Charge for the period		4,511	3,373	14	402	8,300
Transferred to property, plant and equipment		-	-	-	(145)	(145)
Disposals		(746)	(1,740)	-	(76)	(2,562)
Disposed of with business divestiture		(1,942)	(748)	-	-	(2,690)
Foreign exchange differences		(14)	(18)	-	-	(32)
At 29 June 2024		23,130	11,170	14	1,723	36,037
Net book value
At 29 June 2024		27,157	18,360	106	2,281	47,904

		Property	Vehicles	Equipment for internal use	Equipment for hire	Total
		£000s	£000s	£000s	£000s	£000s
Cost
At 31 December 2023		52,935	27,908	-	4,134	84,977
Additions		8,376	18,019	137	1,384	27,916
Re-measurements		(247)	-	-	-	(247)
Transferred to property, plant and equipment		-	-	-	(658)	(658)
Transferred from property, plant and equipment		-	-	-	-	-
Disposals		(13,847)	(9,316)	-	(555)	(23,718)
Disposed of with business divestiture		(3,779)	(1,801)	(30)	-	(5,610)
Reclassification of assets as held for sale		(2,393)	(2,127)	-	-	(4,520)
Foreign exchange differences		(88)	(59)	-	-	(147)
At 31 March 2025		40,957	32,624	107	4,305	77,993
Accumulated depreciation
At 31 December 2023		21,321	10,303	-	1,542	33,166
Transfers to property, plant and equipment		-	-	-	(428)	(428)
Transferred from property, plant and equipment		-	-	-	-	-
Charge for the year		9,088	8,471	44	965	18,568
Accelerated depreciation on exit of trading locations		1,232	-	-	-	1,232
Impairment of tangible assets		8,318	8,829		766	17,913
Disposals		(8,751)	(7,954)	-	(277)	(16,982)
Disposed of with business divestiture		(1,942)	(748)	-	-	(2,690)
Reclassification of assets as held for sale		(677)	(769)	-	-	(1,446)
Foreign exchange differences		(21)	(27)	-	-	(48)
At 31 March 2025		28,568	18,105	44	2,568	49,285
Net book value
At 31 March 2025		12,389	14,519	63	1,737	28,708

Disclosures relating to lease liabilities are included in note 14.

12.  Trade and other receivables

	6-month period ended 30 September 2025
	Gross	Provision for impairment	Provision for credit notes	Net of provision
	£000s	£000s	£000s	£000s
Trade receivables	61,557	(2,635)	(4,709)	54,213
Accrued income	4,473	(38)	-	4,435
Trade receivables and contract assets	66,030	(2,673)	(4,709)	58,648
Net investment in sublease	8	-	-	8
Other debtors	3,919	-	-	3,919
Prepayments	4,255	-	-	4,255
Total trade and other receivables	74,212	(2,673)	(4,709)	66,830

	Period ended 31 March 2025
	Gross	Provision for impairment	Provision for credit notes	Net of provision
	£000s	£000s	£000s	£000s
Trade receivables	64,419	(2,998)	(4,821)	56,600
Accrued income	4,653	(29)	-	4,614
Trade receivables and contract assets	69,072	(3,037)	(4,821)	61,214
Net investment in sublease	23	-	-	23
Other debtors	3,982	-	-	3,982
Prepayments	7,143	-	-	7,143
Total trade and other receivables	80,220	(3,037)	(4,821)	72,362

The following table details the movements in the provisions for credit notes and impairment of trade receivables and contract assets:

				6-month period ended 30 September 2025		Period ended 31 March 2025
				Provision for impairment	Provision for credit notes	Provision for impairment	Provision for credit notes
				£000s	£000s	£000s	£000s
Balance at the beginning of the period			(3,037)		(4,821)	(3,710)	(5,528)
Increase in provision				(399)	(2,504)	(2,770)	(4,493)
Utilisation				763	2,616	3,288	4,995
Reclassification of assets as held for sale				-	-	110	142
Disposed of with business divestiture				-	-	45	53
Balance at the end of the period				(2,673)	(4,709)	(3,037)	(4,821)

The bad debt provision based on expected credit losses and applied to trade receivables and contract assets, all of which are current assets, is as follows:

At 30 September 2025	Current	0-60 days past due	61-365 days past due	1-2 years past due	Total
Trade receivables and contract assets	50,821	5,312	7,833	2,064	66,030
Expected loss rate	0.9%	2.1%	14.4%	48.2%	4.0%
Provision for impairment charge	437	112	1,129	995	2,673
At 31 March 2025	Current	0-60 days past due	61-365 days past due	1-2 years past due	Total
Trade receivables and contract assets	54,938	5,710	6,576	1,848	69,072
Expected loss rate	0.7%	2.5%	21.9%	59.0%	4.4%
Provision for impairment charge	359	145	1,443	1,090	3,037

12.   Trade and other receivables (continued)

Contract assets consist of accrued income.

The provision for impairment is estimated using the simplified approach to expected credit loss methodology and is based upon past default experience and the Directors' assessment of the current economic environment for each of the Group's ageing categories.

The Directors have given specific consideration to the macroeconomic uncertainty leading to pressures on businesses facing staff and material shortages and, more latterly, increased inflation. At the balance sheet date, similar to the period end position, the Group considers that historical losses are not a reliable predictor of future failures and has exercised judgement in the expected loss rates across all categories of debt. In so doing the Group has applied an adjusted risk factor of 1.000x (31 March 2025: 1.125x) to reflect the increased risk of future insolvency. As in the prior year, historical loss rates have been increased where debtors have been identified as high risk, with a reduction applied to customer debt covered by credit insurance.

In line with the requirements of IFRS 15, provisions are made for credit notes expected to be raised after the reporting date for income recognised during the period.

The combined provisions for bad debt and credit notes amount to 11.2% of trade receivables and contract assets at 30 September 2025 (31 March 2025: 11.4%).

13.  Trade and other payables

			30 September 2025	31 March 2025
			£000s	£000s
Current
Trade payables			42,853	50,339
Other taxes and social security costs			3,881	4,516
Other creditors			1,422	2,322
Accrued interest on borrowings			459	499
Accruals			23,428	22,790
Deferred income			1,129	1,186
			73,172	81,652

14.  Lease liabilities

				30 September  2025	31 March 2025
				£000s	£000s
Lease liabilities
Current				11,934	12,562
Non-current				37,221	38,796
				49,155	51,358

The interest rates on the Group's lease liabilities are as follows:

				30 September  2025	31 March 2025
Equipment for hire	Fixed			5.8 to 19.1%	6.3 to 19.1%
Other	Fixed			3.5 to 10.5%	3.5 to 7.7%

The weighted average interest rates on the Group's lease liabilities are as follows:

				30 September  2025	31 March 2025
Lease liabilities				7.3%	6.9%

14.   Lease liabilities (continued)

The Group's leases have the following maturity profile:

				30 September  2025	31 March 2025
				£000s	£000s
Less than one year				15,063	15,622
Two to five years				34,456	35,558
More than five years				11,025	11,038
				60,544	62,218
Less interest cash flows:				(11,389)	(10,860)
Total principal cash flows				49,155	51,358

The maturity profile, excluding interest cash flows of the Group's leases is as follows:

				30 September          2025	31 March 2025
				£000s	£000s
Less than one year				11,934	12,562
Two to five years				28,005	29,562
More than five years				9,216	9,234
				49,155	51,358

The lease liability movements are detailed below:	Property	Vehicles	Equipment for hire and internal use	Total
	£000s	£000s	£000s	£000s
At 31 March 2025	24,253	23,941	3,164	51,358
Additions	6,432	1,359	480	8,271
Re-measurements	-	-	-	-
Discount unwind	998	800	117	1,915
Payments (including interest)	(5,507)	(3,883)	(1,079)	(10,469)
Disposals	(1,853)	(67)	-	(1,920)
At 30 September 2025	24,323	22,150	2,682	49,155
	Property	Vehicles	Equipment for hire and internal use	Total
	£000s	£000s	£000s	£000s
At 31 December 2023	35,940	18,158	3,272	57,370
Additions	7,690	18,049	1,488	27,227
Re-measurements	(321)	-	-	(321)
Discount unwind	2,506	1,631	413	4,550
Payments (including interest)	(12,829)	(9,995)	(1,982)	(24,806)
Disposals	(4,883)	(1,579)	-	(6,462)
Disposed of with business divestiture	(2,019)	(1,028)	(27)	(3,074)
Reclassification of assets held for sale	(1,761)	(1,278)	-	(3,039)
Foreign exchange differences	(70)	(17)	-	(87)
At 31 March 2025	24,253	23,941	3,164	51,358

15.  Borrowings

				30 September   2025	31 March 2025
				£000s	£000s
Current
Hire purchase arrangements				4,578	4,810
Revolving credit facility				5,000	-
				9,578	4,810
Non-current
Hire purchase arrangements				5,867	7,624
Senior finance facility				39,242	56,528
				45,109	64,152

The senior finance facility is stated net of transaction fees of £0.7m (31 March 2025: £1.0m) which are being amortised over the loan period.

The nominal value of the Group's loans at each reporting date is as follows:

				30 September  2025	31 March 2025
				£000s	£000s
Hire purchase arrangements				10,445	12,434
Senior finance facility				39,861	57,500
Revolving credit facility				5,000	-
				55,306	69,934

The interest rates on the Group's borrowings are as follows:

				30 September  2025	31 March 2025
Hire purchase arrangements	Floating	% above NatWest base rate		2.2 to 2.4%	2.2 to 2.5%
Revolving credit facility	Floating	% above SONIA		3.8%	3.5%
Senior finance facility	Floating	% above SONIA		3.8%	3.5%

The weighted average interest rates on the Group's borrowings are as follows:

				30 September          2025	31 March 2025
Hire purchase arrangements	Floating	% above BOE base rate		6.3%	6.9%
Revolving credit facility	Floating	% above SONIA		7.7%	8.0%
Senior finance facility	Floating	% above SONIA		7.7%	8.0%

The Group had undrawn committed borrowing facilities of £31.6m at 30 September 2025 (31 March 2025: £34.4m), including £16.6m (31 March 2025: £14.4m) of finance lines to fund hire fleet capital expenditure not yet utilised. Including net cash balances, the Group had access to £50.5m of combined liquidity from available cash and undrawn committed borrowing facilities at 30 September 2025 (31 March 2025: £58.3m). The post-balance sheet events in note 20 change the Group's liquidity and committed borrowing facilities.

The Group's borrowings have the following maturity profile:

	30 September 2025			31 March 2025
	Hire purchase arrangements	Senior finance facility	Revolving credit facility	Hire purchase arrangements	Senior finance facility
	£000s	£000s	£000s	£000s	£000s
Less than one year	5,119	-	5,097	5,464	4,574
Two to five years	6,289	42,939	-	8,254	59,889
	11,408	42,939	5,097	13,718	64,463
Less interest cash flows:	(963)	(3,078)	(97)	(1,284)	(6,963)
Total principal cash flows	10,445	39,861	5,000	12,434	57,500

15.   Borrowings (continued)

The Group's revolving credit facility is renewed on a rolling basis, with a maximum term of twelve months and a minimum term of three months. The interest calculation above is based on interest over the minimum term of three months. If the revolving credit facility were to remain drawn for the full twelve months, interest of £0.4m would be payable.

16.  Provisions 

	Onerous property costs	Dilapidations	Onerous contracts	Total
	£000s	£000s	£000s	£000s
At 31 March 2025	159	7,044	2,946	10,149
Additions	-	250	-	250
Utilised during the period	(88)	(330)	(1,645)	(2,063)
Unwind of provision	3	124	51	178
Impact of change in discount rate	-	-	-	-
Releases	-	(24)	-	(24)
At 30 September 2025	74	7,064	1,352	8,490
Of which:
Current	74	3,037	1,352	4,463
Non-current	-	4,027	-	4,027
	74	7,064	1,352	8,490

	Onerous property costs	Dilapidations	Onerous contracts	Total
	£000s	£000s	£000s	£000s
At 31 December 2023	554	11,215	6,800	18,569
Additions	402	1,339	-	1,741
Utilised during the period	(499)	(1,871)	(4,111)	(6,481)
Unwind of provision	18	390	258	666
Impact of change in discount rate	(5)	127	(1)	121
Releases	(311)	(2,763)	-	(3,074)
Foreign exchange	-	(29)	-	(29)
Disposed of with business divestiture	-	(621)	-	(621)
Classified as held for sale	-	(743)	-	(743)
At 31 March 2025	159	7,044	2,946	10,149
Of which:
Current	146	2,540	2,946	5,632
Non-current	13	4,504	-	4,517
	159	7,044	2,946	10,149

Onerous property costs

The provision for onerous property costs represents the current value of contractual liabilities for future rates payments and other unavoidable costs (excluding lease costs) on leasehold properties the Group no longer uses. The releases are the result of early surrenders being agreed with landlords - the associated liabilities are generally limited to the date of surrender but were provided for to the date of the first exercisable break clause to align with the recognition of associated lease liabilities.

Onerous contract

The onerous contract represents amounts payable in respect of the agreement reached in 2017 between the Group and Unipart to terminate the contract to operate the NDEC.

16.  Provisions (continued)

Dilapidations

The timing and amounts of future cash flows related to lease dilapidations are subject to uncertainty. The provision recognised is based on management's experience and understanding of the commercial retail property market and third-party surveyors' reports commissioned for specific properties in order to best estimate the future outflow of funds, requiring the exercise of judgement applied to existing facts and circumstances, which can be subject to change. Utilisation of provisions during the period led to a £0.3m decrease in the provision (31 March 2025: £1.9m), driven by the exit of properties associated with the branch network restructure discussed in the Group's 2025 annual report. Provisions of £0.7m were held for sale in the prior period in association with the disposal of the Irish subsidiary, see note 17 for more details.

17.  Business disposals

HSS Hire Ireland Limited

During the current period, on 1 April 2025, the Group announced the sale of HSS Hire Ireland Limited, the Group's operations in the Republic of Ireland to Chadwick's Holdings Limited, a subsidiary of Grafton plc. The sale was undertaken as part of a strategic decision to focus on the core business and growth of the ProService and THSC businesses. During the prior period, as the transaction was not complete at the balance sheet date, the Group reclassified the assets and liabilities associated with HSS Hire Ireland Limited as held for sale.

The transaction completed on 31 May 2025 and generated disposal proceeds of £24.3m. The results of HIL were presented as a separate operating segment, Operations - Ireland. Shortly after the disposal, the Group utilised £17.6m of the proceeds to repay borrowings and further strengthen the Group's balance sheet position.

HSS Power

During the prior period, on 7 March 2024, the Group announced the sale of ABird Limited, ABird Superior Limited and Apex Generators Limited (together the 'Power' Companies) to CES Global. The sale was undertaken as part of a strategic decision to focus on the core business and growth of the ProService and Operations businesses. The consideration for the sale was entirely settled in cash. The results of the Power businesses were previously reported within the Group's 'Operations - UK' reporting segment, with a significant element of revenues recorded through the ProService business.

As part of this transaction, HSS has entered into a commercial agreement with CES for the cross-hire of power generators and related services to ensure the broadest possible distribution of, and customer access to, both parties' existing fleets. The Board expects this commercial arrangement to ensure that even post-disposal, the sales in respect of the Power hire stock will continue through HSS ProService under the new commercial agreement.

Shortly after the disposal, the Group utilised £12.5m of the proceeds to repay borrowings and further strengthen the Group's balance sheet position.

The Group have restated comparative figures for the income statement throughout the financial statements in accordance with IFRS 5. The table below shows the details results of discontinued operations:

Discontinued operations - 6 months ending 30 September 2025		HSS Hire Ireland Ltd	HSS Power	Total
		£000s	£000s	£000s
Revenue		4,323	-	4,323
Expenses other than finance costs, amortisation and depreciation		(3,562)	-	(3,562)
Depreciation		-	-	-
Amortisation		-	-	-
Operating profit from discontinued operations		761	-	761
Net finance expenses		(44)	-	(44)
Taxation charge		(53)	-	(53)
Profit from trade within discontinued operations, net of tax		664	-	664
Gain on disposal of discontinued operations		255	-	255
Profit from discontinued operations, net of tax		919	-	919

17.  Business disposals (continued)
Discontinued operations - 26 weeks ending 29 June 2024		HSS Hire Ireland Ltd	HSS Power	Total
		£000s	£000s	£000s
Revenue		13,363	4,052	17,415
Expenses other than finance costs, amortisation and depreciation		(9,798)	(3,402)	(13,200)
Depreciation		(1,664)	(847)	(2,511)
Amortisation		-	(18)	(18)
Operating profit/(loss) from discontinued operations		1,901	(215)	1,686
Net finance expenses		(108)	(119)	(227)
Taxation (charge)/credit		(212)	104	(108)
Profit/(loss) from trade within discontinued operations, net of tax		1,581	(230)	1,351
Loss on disposal of discontinued operations		-	(642)	(642)
Profit/(loss) from discontinued operations, net of tax		1,581	(872)	709

Basic earnings/(loss) per share (p) from discontinued operations		0.13	0.10
Diluted earnings/(loss) per share (p) from discontinued operations		0.13	0.10
Weighted average number of shares (000s)		713,190	705,788
Weighted average number of diluted shares (000s)		725,752	728,141

Below is a detailed breakdown of the result on disposal:

6-month period ended 30 September 2025				HSS Hire Ireland Ltd
				£000s
Description of assets and liabilities
Intangible assets - goodwill				7,510
Intangible assets - software				16
Property, plant and equipment				11,347
Right of use assets				3,936
Inventories				163
Trade and other receivables				7,510
Cash				3,530
Trade and other payables				(6,627)
Provisions				(752)
Lease liabilities				(3,652)
Net assets disposed of				22,981
Total consideration				24,316
Less: realisation of the translation reserve				(1,080)
Less: net assets disposed of				(22,981)
Total gain on disposal				255
Cash consideration received				24,316
Cash disposed of				(3,530)
Net cash inflow on disposal of discontinued operations				20,786

The assets and liabilities of HSS Hire Ireland limited were classified as held for sale in the 31 March 2025 financial statements and accordingly, all costs incurred on the disposal to date were accrued and recognised in that period. The transaction included costs of disposal of £1.0m recognised in the previous financial statements.

17.  Business disposals (continued)

26-week period ended 29 June 2024				HSS Power
				£000s
Description of assets and liabilities
Goodwill				6,053
Brand and customer lists				324
Property, plant and equipment				13,009
Right of use assets				2,920
Deferred tax assets				56
Inventories				908
Trade and other receivables				3,018
Cash				369
Trade and other payables				(2,148)
Provisions				(621)
Deferred tax liabilities				(108)
Lease liabilities				(3,074)
Net assets disposed of				20,706
Total consideration				20,690
Less: costs of disposal				(626)
Less: net assets disposed of				(20,706)
Total loss on disposal				(642)
Cash consideration received				20,690
Cash disposed of				(369)
Net cash inflow on disposal of discontinued operations				20,321

18.  Risks and uncertainties                      

The principal risks and uncertainties which could have a material impact upon the Group's performance over the remaining 26 weeks of the 2026 financial year have changed from those set out on pages 13 to 18 of the Group's 2025 Annual Report, which is available at https://www.https://www.hsshiregroup.com/investor-relations/financial-results/.

The main change is that there is a significant increase in the strategy execution risk as a result of the post balance sheet event in respect of the completion of the disposal of THSC and the commercial agreement with Speedy Hire, as discussed in more detail in note 20.

Whilst the Group continues to evolve as a result of this transaction, the significant operational changes are expected to increase the significance of the risk going forwards. The full list of risks and uncertainties are:

1)    Macroeconomic conditions;

2)    Competitor challenge;

3)    Strategy execution;

4)    Customer service;

5)    Third party reliance;

6)    IT infrastructure;

7)    Financial;

8)    Skills, resources and oversight;

9)    Legal and regulatory requirements;

10)  Safety; and

11)  Environment, Social and Governance ('ESG').

The Group continues to identify Macroeconomic Conditions as the main risk expected to affect the Group in the remaining 26 weeks for the financial year.

19.  Alternative performance measures

Earnings before interest, tax, depreciation and amortisation (EBITDA) and Underlying EBITDA, earnings before interest, tax and amortisation (EBITA) and Underlying EBITA and Underlying profit before tax are alternative, non-IFRS and non-Generally Accepted Accounting Practice (GAAP) performance measures used by the Directors and management to assess the operating performance of the Group.

EBITDA is defined as operating profit before depreciation and amortisation. For this purpose depreciation includes: depreciation charge for the year on property, plant and equipment and on right of use assets; the net book value of hire stock losses and write-offs; the net book value of other fixed asset disposals less the proceeds on those disposals; impairments of tangible fixed assets; the net book value of right of use asset disposals, net of the associated lease liability disposed of; and the loss on disposal of subleases. Amortisation is calculated as the total of the amortisation charge for the year and the loss on disposal of intangible assets. Non-underlying items are added back to EBITDA to calculate Underlying EBITDA, along with any impairment losses on intangible assets.

EBITA is defined by the Group as operating profit before amortisation. Non-underlying items are added back to EBITA to calculate Underlying EBITA, as well as impairment losses on intangible assets.

Underlying profit before tax is defined by the Group as profit before tax, amortisation of customer relationships and brands-related intangibles as well as non-underlying items.

The Group discloses Underlying EBITDA, Underlying EBITA and Underlying profit before tax as supplemental non-IFRS financial performance measures because the Directors believe they are useful metrics by which to compare the performance of the business from period to period and such measures similar to Underlying EBITDA, Underlying EBITA and Underlying profit before tax are broadly used by analysts, rating agencies and investors in assessing the performance of the Group. Accordingly, the Directors believe that the presentation of Underlying EBITDA, Underlying EBITA and Underlying profit before tax provides useful information to users of the Financial Statements.

As these are non-IFRS measures, other entities may not calculate the measures in the same way and hence are not directly comparable.

Underlying EBITDA is calculated as follows:

	6 months ended 30 September 2025	6 months ended 30 September 2025	26 weeks ended 29 June 2024	26 weeks ended 29 June 2024
	Continuing	Total	Continuing	Total
	£000s	£000s	£000s	£000s
Operating (loss)/profit	(1,198)	(437)	1,998	3,684
Add: Depreciation of property, plant and equipment and right of use assets	9,397	9,397	17,922	20,433
Add: Amortisation of intangible assets	849	849	1,092	1,110
EBITDA	9,048	9,809	21,012	25,227
Add: Non-underlying items (non-finance)	5,107	4,852	2,298	2,298
Underlying EBITDA	14,155	14,661	23,310	27,525

19.  Alternative performance measures (continued)

Underlying EBITA is calculated as follows:

	6 months ended 30 September 2025		26 weeks ended 29 June 2024
	Continuing	Total	Continuing	Total
	£000s	£000s	£000s	£000s
Operating (loss)/profit	(1,198)	(437)	1,998	3,684
Add: Amortisation of intangible assets	849	849	1,092	1,110
EBITA	(349)	412	3,090	4,794
Add: Non-underlying items (non-finance)	5,107	4,852	2,298	2,298
Underlying EBITA	4,758	5,264	5,388	7,092

Underlying profit before tax is calculated as follows:

	6 months ended 30 September 2025		26 weeks ended 29 June 2024
	Continuing	Total	Continuing	Total
	£000s	£000s	£000s	£000s
Loss before tax	(6,242)	(5,270)	(3,050)	(2,233)
Add: Amortisation of customer relationships and brands	-	-	-	18
Loss before tax and amortisation	(6,242)	(5,270)	(3,050)	(2,215)
Add: Non-underlying items (finance and non-finance)	5,173	4,918	2,452	3,094
Underlying (loss)/profit before tax	(1,069)	(352)	(598)	879

20.    Post balance-sheet events

Commercial agreement with Speedy Hire and disposal of THSC

As previously announced in the Group's Annual Report, subsequent to the balance sheet date, the Group entered into a series of linked agreements with Speedy Hire (Speedy), which included:

• a new five-year commercial supplier agreement (Commercial Agreement) with an option to extend for three years;

• a Subscription Agreement for ordinary shares in the Group, comprising approximately 9.99% of the enlarged ordinary share capital of the Group; and

• an Asset Purchase Agreement.

Under the Commercial Agreement, Speedy Hire will become the principal equipment supply partner to ProService replacing The Hire Service Company ("THSC"), and Speedy will exclusively procure its third-party rehire, re-sale and training services from ProService.

Under the Asset Purchase Agreement:

• Speedy acquired certain fixed assets of THSC, including motor vehicles and hire equipment that will be on hire through the ProService platform at Completion;

• Speedy assumed certain lease liabilities of THSC in respect of properties, motor vehicles and hire equipment;

• a number of the employees of the Group were transferred to Speedy under TUPE pursuant to the sale and purchase of assets; and

• HSS Training Limited acquired certain training related assets and liabilities that formed part of Speedy's training vertical.

As consideration, Speedy have paid the Group £35.3m, subject to a deduction pertaining to a contribution from the Group for costs incurred by Speedy arising from employee restructuring exercises to be conducted in respect of certain roles within the TUPE process of £1.8m. In conjunction with the Speedy transaction, the Group also entered into the disposal of the entire issued share capital of HSS Service Finance Limited and subsidiaries (trading under the brand The Hire Service Company) to a third party, a newly formed company indirectly owned by investment funds advised by Endless LLP.

As detailed in Note 3, the conditions for the THSC division to be disclosed as held for sale at the balance sheet date (30 September 2025) were not met, therefore no adjustments have been accounted for in these interim financial statements outside the disclosures in this note.

20.  Post balance-sheet events (continued)

As previously disclosed in the Group's Annual Report, completion of both transactions was conditional on both receipt of shareholder approval and satisfaction of UK Competition and Markets Authority (CMA) conditions.

Both transactions were successfully completed on 17 November 2025 following receipt of final approvals from the shareholders, our lenders and the CMA. The remainder of this note details the key judgements exercised by the Group in accounting for the transactions in draft, the effect of which will be presented in the Group's Annual Report for its year ending 31 March 2026.Subsequent to completion, the Group had to exercise judgement in determining both the separate units of account to the Speedy transaction and the allocation of the transaction price thereon.

In employing judgement, the Group has identified the following units of account to the transaction, each of which will be separately accounted for: the hire component of the Commercial Agreement; the rehire component of the Commercial Agreement; the share subscription; the transfer of THSC fixed assets; the assumption of THSC lease liabilities; and the transfer of training related assets and liabilities.

The Group considered whether the right of first refusal on the supply of hire assets from Speedy to the Group, and the exclusivity of rehire of assets from the Group to Speedy should form separate units of account, however in employing its judgement, the Group considers each component to be an attribute of the respective supply agreements therefore are not considered separate units of account. The Group has also determined that none of the employees or assets transferred to the Group as part of the arrangement would meet the definition of a business within the scope of IFRS 3.

The transaction price has been allocated as follows:					£m
Disposal of assets and liabilities to Speedy Hire					15.3
Employee liabilities settled to Speedy Hire					1.8
Equity value					18.2
					35.3

In allocating the £35.3m gross transaction price in the manner shown above to the separate units of account, the Group has considered the following:

• £15.3m has been allocated against the disposal of the assets and liabilities of THSC to Speedy Hire, based on an independent valuation exercise conducted to establish their fair value. The leases assumed by Speedy and the Group, relating to THSC assets and Speedy's training division respectively, are considered to be on-market, therefore there is no indicative transfer of value.

• The pricing elements of the Commercial Agreement (both hire and rehire) are considered to be reflective of arms-length pricing, therefore there is no indicative transfer of value.

• The residual consideration of £18.2m after accounting for the employee liabilities of £1.8m has been allocated to the 79,368,711 shares that were issued to Speedy Hire. The quoted price of the Group's shares is not considered to be reflective of the fair value of the shares. The Group has therefore commissioned an independent valuation of the shares which showed the implied equity value above was within an acceptable range from the independent valuation exercise performed. The resulting allocation gives rise to share premium of £17.4m. The total amount allocated to the equity issuance equates to a price per share of 22.96 pence.

The consideration receivable under the Speedy transaction was used to fund a seller contribution to THSC as it transitions to becoming an independent business under new ownership following completion, together with fees and other expenses related to these transactions.

The disposal of THSC was for gross consideration of £1 and a contribution of approximately £26.0m to facilitate a viable separation, net of certain expenses and payment to extinguish lease liabilities. The business was disposed of with an initial contribution of £16.0m and a further £10.0m payable by the Group, in equal instalments over the period from July to December 2026.

As a result of the completion of the transactions above, the Group's lenders agreed to a revised covenant package for the period to 30 September 2026 (being the date of expiry of the facility) in exchange for a commitment to commence refinancing measures and substantially progress the process before the end of the current financial period, being 31 March 2026.

The accounting for the disposal is being finalised by the Group and this could materially change the future carrying values of certain assets and liabilities from those values as reported as at the balance sheet date.

 

END