REG - Proservice Bldg Svc - 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) H1 2026 H1 2024 Change
Continuing operations 1 (6 months to 30 (26 weeks to 29 June 2024)
September 2025)
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
(http://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 26 weeks ended(1)
30 September 2025
29 June 2024
Underlying Non-underlying items Total Underlying Non-underlying items Total
(note 5) (note 5)
£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 26 weeks ended
30 September 2026
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 115 -
operations
Realisation of foreign currency translation differences arising on 1,080 (340)
consolidation of foreign operations
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 - - - 115 - 115
operations
Realisation of foreign currency translation differences on business - - - 1,080 - 1,080
divestiture
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 - - - (340) - (340)
operations
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 6 1,608 2,536
stock write offs
- Gain on disposal of leases 6 (2,384) (815)
- Profit/(loss) on disposal of property, plant and equipment and right of use 6 868 1,001
assets
- 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 Corporate £000s Eliminations £000s Total
£000s
£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 Corporate £000s Eliminations £000s Total
£000s
£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 As restated(1)
30 September 2025
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).
(1)The 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 As restated(1)
30 September 2025
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 As restated(1)
30 September 2025 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 1,465 143 1,608 2,438 98 2,536
off (notes 10,11)
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 As restated(1)
30 September 2025
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 849 1,092
measures
(1)The notes supporting the income statement have been restated to disclose
continuing operations (note 2).
7. Net finance expense
6 months ended As restated(1)
30 September 2025
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
(1)The 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 Weighted average number of shares Earnings after tax from total operations per share Earnings after tax from continuing operations per share
tax from continuing operations
£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 As restated(1)
30 September 2025 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 As restated(1)
30 September 2025 26 weeks ended 29 June 2024
Total Continuing operations Total operations Continuing operations
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 26 weeks ended
30 September 2025
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 Brands Software Total
Customer relationships
£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 Period ended
30 September 2025 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 Dilapidations Onerous contracts Total
property costs
£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 6 months ended 26 weeks ended 26 weeks ended
30 September 2025
30 September 2025
29 June 2024
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 26 weeks ended
30 September 2025
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 26 weeks ended
30 September 2025
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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