Half-year Results

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RNS Number : 1993M 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: hssproservice@fticonsulting.com

Richard Jones, Group Chief Financial Officer

 

 

 

FTI Consulting

Tel: 020 3727 1340

Nick Hasell

 

Victoria Hayns

 

 

 

Canaccord Genuity Limited (Nominated Adviser and Joint Broker)

Tel: 020 7523 8000

Andrew Potts

 

George Grainger

 

 

 

Singer Capital Markets (Joint Broker)

Tel: 020 7496 3000

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.

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