HSS HIRE GROUP PLC

Quarterly Report • Dec 19, 2025

National Storage Mechanism | Additional information RNS Number : 1993M Proservice Building Services Mrkt 19 December 2025 ProService Building Services Marketplace plc Transformation to a pure-play marketplace complete ProService Building Services Marketplace plc ("ProService" the "Company" or the "Group") today announces results for the six-month period ended 30 September 2025. Readers should note these results are based on the activities of HSS Hire Group PLC prior to the completion of the commercial agreement with Speedy Hire PLC (on 17 November 2025) and the equity investment by Speedy Hire PLC in ProService, and the disposal of The Hire Service Company (the "Transaction"). The comparative results for H1 2024 are for a different period than the 6 months to 30 September 2025, being the 26 weeks to 29 June 2024, and include THSC for the entire period, but exclude HSS Hire Ireland Ltd which was sold in May 2025. Financial Highlights (Unaudited) Continuing operations 1 H1 2026 (6 months to 30 September 2025) H1 2024 (26 weeks to 29 June 2024) Change Revenue ��135.6m ��157.4m (��21.8m) Gross profit ��62.5m ��70.0m (��7.5m) Loss before tax (��6.2m) (��3.1m) (��3.1m) Earnings per share (1.11p) (0.43p) (0.68p) Other statutory extracts (APMs) Underlying EBITDA2 ��14.2m ��23.3m (��9.1m) Underlying EBITA3 ��4.8m ��5.4m (��0.6m) Underlying loss before tax4 (��1.1m) (��0.6m) (��0.5m) Underlying basic EPS (0.11p) (0.05p) (0.06p) Financial and Operational Highlight for 6 months to 30 September 2025 �� Final stage of the re-organisation of THSC prior to its disposal completed post period end �� Revenue for the period of ��135.6m, a decrease of 13.9% compared to the prior period �� Gross profit margin increased from 44.5% to 46.1% �� Reduction in revenue, together with increased costs in the run up to completion of the deals resulted in Underlying EBITDA reducing by ��9.1m to ��14.2m Operational Highlights - since the reporting date �� Commercial supply agreement and dealings with Speedy Hire PLC ("Speedy Hire") commenced on 17 November 2025 as previously announced �� The Hire Service Company ("THSC") disposal also completed on 17 November 2025 ("Completion") �� Change of name from HSS Hire Group PLC ("HSS") to ProService Building Services Marketplace plc ("ProService") was effective on 28 November 2025 �� Early trading post completion of the Speedy Hire commercial supply agreement has been positive but some integration disruption experienced which will continue to some extent for the rest of the financial year as high equipment volumes run through the platform to the new supplier �� The new rehire, resale and training business arrangements with Speedy Hire have commenced but are in the early stages of ramping up to their expected run rate and will take time to build and the additional costs absorbed to manage this business are not yet offset by these new revenues �� Debt refinancing discussions ongoing and expected to conclude in the first six months of 2026 Current Trading & Outlook �� As previously flagged, trading conditions remain challenging, with a weak commercial environment impacting performance. �� Disruption to the core hire business and the execution of strategic transactions have adversely affected FY26 revenues and margins, with additional costs incurred post-completion of the Speedy Hire agreement. The Group now expects FY26 revenue of c. ��260m (continuing operations, excluding THSC), and Underlying EBITDA of around break even �� FY27 is expected to be a transitional year. Given the transformative nature of the Speedy Hire commercial deal, and despite no sign yet of any improvement in market conditions, the Board believes that FY27 results are expected to be in line with market expectations �� The Board remains confident in the asset-light marketplace model and the Speedy Hire rehire and training opportunity Alan Peterson, Non-Executive Chairman of ProService Building Services Marketplace plc commented: "Our transformation to an asset-light, pure-play marketplace is now complete. The final step in this journey was renaming our group to ProService Building Services Marketplace plc and we are now very much looking forward to the next phase of growth. This milestone follows the successful completion of our commercial agreement with Speedy Hire and the disposal of THSC. Our exclusive contract to supply rehire, certain resale, and training services to Speedy Hire's customers represents a material revenue growth opportunity. Operational integration is progressing with systems and processes being put in place to facilitate a smooth provision of services between Speedy Hire and ProService. Early indications from limited trading since Completion are encouraging, and the Board remains confident that once fully operational, the Speedy Hire supply agreement will enhance ProService's net margins and be earnings-accretive in the financial year ending March 2027." Notes 1) Results for H126 include THSC but exclude HSS Hire Ireland which was disposed in May 2025. Results for H124 exclude the ABird Limited, ABird Superior Limited and Apex Generators Limited (together the 'Power' Companies) which were disposed of in March 2024 and HSS Hire Ireland Limited. 2) Underlying EBITDA is defined as operating profit before depreciation, amortisation, interest and non-underlying items. For this purpose, depreciation includes the net book value of hire stock losses and write offs, and the net book value of other fixed asset disposals less the proceeds on those disposals. 3) Underlying EBITA defined as Underlying EBITDA less depreciation. 4) Underlying Loss before tax defined as Loss before tax excluding amortisation of brand and customer lists and non-underlying items. 5) For the purpose of this announcement, the Group believes market consensus for FY26 for the continuing operations of ProService (excluding THSC) to be revenues of ��274.8m and underlying EBITDA of ��7.2m and for FY27 to be revenues of ��375.8m and underlying EBITDA of ��19.6m 6) .Proforma information for ProService for the 6-month period to September 2024 is calculated based on the assumption that the re-organisation that completed on 1 October 2024 had completed at the start of the period. Notes to editors On 28 November 2025 HSS Hire Group plc was renamed ProService Building Services Marketplace plc (ticker symbol PRO.L) ("ProService"). ProService is the leading Digital marketplace business focussed on buyer and seller acquisition. Technology driven, scalable and uniquely differentiated. Wide range of building services, including hire, resale, materials, training and more. For more information, please see www.hsshiregroup.com. For further information, please contact: ProService Building Services Marketplace plc Email: [email protected] 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 proforma��� 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 expectations���. Our next trading update is expected to be in April 2026. Alan Peterson OBE Chairman 19 December 2025 ProService Building Services Marketplace plc Unaudited condensed consolidated income statement Note 6 months ended 30 September 2025 26 weeks ended1 29 June 2024 Underlying Non-underlying items (note 5) Total Underlying Non-underlying items (note 5) Total ��000s ��000s ��000s ��000s ��000s ��000s Revenue 3 135,562 - 135,562 157,431 - 157,431 Cost of sales (73,088) - (73,088) (87,428) - (87,428) - Gross profit 62,474 - 62,474 70,003 - 70,003 Distribution costs (11,974) - (11,974) (12,451) - (12,451) Administrative expenses (46,334) (6,893) (53,227) (52,595) (2,298) (54,893) Impairment loss on trade receivables and contract assets 12 (399) - (399) (870) - (870) Other operating income 4 142 1,786 1,928 209 - 209 Operating (loss)/profit 3,909 (5,107) (1,198) 4,296 (2,298) 1,998 Net finance expense 7 (4,978) (66) (5,044) (4,894) (154) (5,048) Loss on continuing operations before tax (1,069) (5,173) (6,242) (598) (2,452) (3,050) Income tax charge (1,637) - (1,637) (16) - (16) Loss from continuing operations (2,706) (5,173) (7,879) (614) (2,452) (3,066) Profit/(loss) from discontinued operations, net of tax 17 664 255 919 1,351 (642) 709 (Loss)/profit for the financial period (2,042) (4,918) (6,960) 737 (3,094) (2,357) Alternative performance measures (��000s) Underlying EBITDA (note 19) 14,155 23,310 Underlying EBITA (note 19) 4,758 5,388 Underlying loss before tax (note 19) (1,069) (598) Earnings per share for continuing operations (pence) Underlying basic loss per share (note 8) (0.11) (0.05) Underlying diluted loss per share (note 8) (0.11) (0.05) Basic loss per share (note 8) (1.11) (0.43) Diluted loss per share (note 8) (1.09) (0.42) Continuing and discontinued operations (pence) Basic loss per share (note 8) (0.98) (0.33) Diltuted loss per share (note 8) (0.96) (0.32) The notes form part of these condensed consolidated financial statements. 1. The notes supporting the income statement have been restated to disclose continuing operations (note 2). ProService Building Services Marketplace plc Unaudited condensed consolidated statement of comprehensive income 6 months ended 30 September 2026 26 weeks ended 29 June 2024 ��000s ��000s Loss for the financial period (6,960) (2,357) Items that may be reclassified to profit or loss: Foreign currency translation differences arising on consolidation of foreign operations 115 - Realisation of foreign currency translation differences arising on consolidation of foreign operations 1,080 (340) Other comprehensive loss for the period 1,195 (340) Total comprehensive loss for the period (5,765) (2,697) Attributable to owners of the Group (5,765) (2,697) The notes form part of these condensed consolidated financial statements. ProService Building Services Marketplace plc Unaudited condensed consolidated statement of financial position At 30 September 2025 At 31 March 2025 Note ��000s ��000s ASSETS Non-current assets Intangible assets 9 71,894 71,991 Property, plant and equipment - Hire equipment 10 33,208 32,843 - Non-hire assets 10 5,536 5,191 Right of use assets - Hire equipment 11 1,619 1,737 - Non-hire assets 11 29,005 26,971 Deferred tax asset 1,842 3,479 143,104 142,212 Current assets Inventories 2,807 3,017 Trade and other receivables 12 66,830 72,362 Cash 18,914 23,914 88,551 99,293 Assets classified as held for sale - 32,629 Total assets 231,655 274,134 LIABILITIES Current liabilities Trade and other payables 13 73,172 81,652 Lease liabilities 14 11,934 12,562 Borrowings 15 9,578 4,810 Provisions 16 4,463 5,632 99,147 104,656 Non-current liabilities Lease liabilities 14 37,221 38,796 Borrowings 15 45,109 64,152 Provisions 16 4,027 4,517 Deferred tax liabilities 2,163 2,163 88,520 109,628 Liabilities classified as held for sale - 10,250 Total liabilities 187,667 224,534 Net assets 43,988 49,600 EQUITY Share capital 7,151 7,108 Share premium 45,552 45,552 Merger reserve 97,780 97,780 Foreign exchange translation reserve - (1,195) Retained deficit (106,495) (99,645) Total equity 43,988 49,600 The notes form part of these condensed consolidated financial statements. ProService Building Services Marketplace plc Unaudited condensed consolidated statement of changes in equity Share capital Share premium Merger reserve Foreign exchange translation reserve Retained earnings Total equity ��000s ��000s ��000s ��000s ��000s ��000s At 31 March 2025 7,108 45,552 97,780 (1,195) (99,645) 49,600 Loss for the period - - - - (6,960) (6,960) Foreign currency translation differences arising on consolidation of foreign operations - - - 115 - 115 Realisation of foreign currency translation differences on business divestiture - - - 1,080 - 1,080 Total comprehensive loss for the period - - - 1,195 (6,960) (5,765) Transactions with owners recorded directly in equity Share-based payment charge - - - - 153 153 Issue of shares 43 - - - (43) - Dividends paid - - - - - - At 30 September 2025 7,151 45,552 97,780 - (106,495) 43,988 Share capital Share premium Merger reserve Foreign exchange translation reserve Retained earnings Total equity ��000s ��000s ��000s ��000s ��000s ��000s At 30 December 2023 7,050 45,552 97,780 (653) 33,456 183,185 Profit for the period - - - - (2,357) (2,357) Foreign currency translation differences arising on consolidation of foreign operations - - - (340) - (340) Total comprehensive profit/(loss) for the period - - - (340) (2,357) (2,697) Transactions with owners recorded directly in equity Share-based payment charge - - - - 239 239 Issue of shares 58 - - - (58) - Dividends paid - - - - (2,680) (2,680) At 29 June 2024 7,108 45,552 97,780 (993) 28,600 178,047 The notes form part of these condensed consolidated financial statements. ProService Building Services Marketplace plc Unaudited condensed consolidated statement of cash flows Note 6 months ended 30 September 2025 26 weeks ended 29 June 2024 ��000s ��000s Loss for the financial period (6,960) (2,357) Adjustments for: - Tax 1,690 228 - Amortisation 6 849 1,092 - Depreciation 6 9,736 16,903 - Accelerated depreciation relating to hire stock customer losses and hire stock write offs 6 1,608 2,536 - Gain on disposal of leases 6 (2,384) (815) - Profit/(loss) on disposal of property, plant and equipment and right of use assets 6 868 1,001 - Capital element of net investment in sublease receipts 48 80 - Share-based payment charge 153 239 - (Gain)/loss on disposal of discontinued operations (255) 872 - Foreign exchange gains on operating activities (8) (586) - Net finance expense 7 5,088 5,156 Changes in working capital (excluding the effects of disposals and exchange differences on consolidation): - Inventories 203 (151) - Trade and other receivables 6,012 9,199 - Trade and other payables (8,408) (1,676) - Provisions (1,364) (2,537) Cash flows from operating activities before purchase of hire equipment 6,876 29,184 Purchase of hire equipment (5,200) (10,324) Cash generated from operating activities 1,676 18,860 Net interest paid (4,582) (4,842) Income tax received/(paid) 76 753 Net cash (used in)/generated from operating activities (2,826) 14,771 Cash flows from investing activities Proceeds on disposal of business, net of cash disposed of 17 20,786 20,321 Purchases of non-hire property, plant, equipment and software 10,11 (2,126) (3,891) Net cash generated from investing activities 18,660 16,430 Cash flows from financing activities Repayment of borrowings (17,639) (12,500) Proceeds from borrowings 5,000 - Capital element of lease liability payments (8,808) (8,343) Capital element of hire purchase arrangements payments (2,705) (4,298) Net cash paid in financing activities (24,152) (25,141) Net increase/(decrease) in cash (8,318) 6,060 Net effects of foreign exchange on cash and cash equivalents 20 210 Cash at the start of the period 27,212 31,931 Cash at the end of the period 18,914 38,201 The notes form part of these condensed consolidated financial statements. ProService Building Services Marketplace plc Notes forming part of the unaudited condensed consolidated financial statements 1. General information The Company is a public limited company, is quoted on the AIM market of the London Stock Exchange and is incorporated and domiciled in the United Kingdom. The address of the registered office is Building 2, Think Park, Mosley Road, Manchester M17 1FQ. These condensed consolidated financial statements comprise the Company and its subsidiaries (the 'Group') and cover the 6-month period ended 30 September 2025. The Group is primarily involved in providing tool and equipment hire and related services in the United Kingdom, details of the developments in the period, along with the effects of seasonality, can be found in the Chairman's Statement and Group Financial Performance. The condensed consolidated financial statements were approved for issue by the Board on 18 December 2025. The condensed consolidated financial statements do not constitute the Statutory Accounts within the meaning of Section 434 of the Companies Act 2006 and have not been subject to audit by the Group's auditor. Statutory Accounts for the period ended 31 March 2025 were approved by the Board on 5 October 2025 and delivered to the Registrar of Companies. The auditor's report on those accounts was unqualified and did not contain a statement under Section 498(2) or (3) of the Companies Act 2006. 2. Basis of preparation and significant accounting policies The condensed consolidated financial statements for the 6 months ended 30 September 2025 have been prepared in accordance with IAS 34 Interim Financial Reporting. The condensed consolidated financial statements should be read in conjunction with the Group's Annual Report and Accounts for the period ended 31 March 2025, which were prepared in accordance with IFRS as adopted by the UK (IFRS). Under the requirements of IFRS5, the group has restated certain income statement disclosures to present the comparative figures on a continuing operations basis. For details of the discontinued operation please see note 17 business disposals. Accounting policies are consistent with those in the Statutory Accounts for the period ended 31 March 2025. Going concern At 30 September 2025, the Group's financing arrangements consisted of a drawn senior finance facility of ��39.9m, and a revolving credit facility (RCF) of ��20m of which ��5.0m was drawn. Cash at the balance sheet date was ��18.9m providing available liquidity of ��33.9m (31 March 2025: ��43.9m). Both the senior finance facility and RCF are subject to net debt leverage and interest cover financial covenant tests each quarter. In determining whether the Going Concern basis of preparation is appropriate, the Group considers its ability to continue in operation whilst meeting its liabilities as they fall due for the foreseeable future. This assessment includes consideration of the Group's covenants in respect of the term loan and revolving credit facility (RCF). In connection with the release of the Group's 31 March 2025 Annual Report, the Group evaluated base case forecasts and under the base case scenario, the forecasts indicated a breach of the Group's financial covenants during the assessment period and insufficient liquidity to settle the Group's bank facilities when they fall due at the end of September 2026. As noted at the previous period end, should a breach of covenants occur, the facilities may be withdrawn and require immediate repayment. The Group's forecast cash remains insufficient to immediately repay these if repayment is demanded following a breach of covenants, or to repay the facilities at the settlement date. Since the balance sheet date, as part of the Group's long-term strategic aims, the Directors have entered several commercial arrangements which completed on 17 November 2025 and are expected to increase the profitability of the remaining Group. The Group has also commenced a refinancing exercise, successful completion of which is expected to resolve the covenant issue. The strategic initiatives (as discussed in more detail in the post-balance sheet events note) include: �� An arrangement between HSS ProService and SpeedyHire for ProService's platforms to be used to serve Speedy's customers' rehire, resale and training needs. �� Speedy Hire becomes the primary supplier for provision of equipment for hire using their national network to provide an improved offering to ProService's customers. �� The sale of THSC to funds managed by Endless LLP following the Board's strategic review of the business. Consent from the Group's lenders for the above transactions also includes the provision of a covenant waiver and adjustment for the post-disposal period to allow the Group time to embed the operational changes, but no commitment to refinance the Group's existing bank facilities at the end of their current term, it also included a reduction in the RCF facility to the ��5m drawn balance and a requirement for the Group to have significantly progressed with a refinance before the end of the 31 March 2026 financial year. Notwithstanding the completion of the above Commercial Arrangements in November, covenant breaches could still occur whilst the new contractual arrangements are being embedded into the business and the loan facilities remain due for repayment at the end of September 2026, until since time as a successful refinance can be completed. Should trading or working capital downsides occur after the completion of the Commercial Arrangements and covenants subsequently breach or liquidity headroom is eroded, or if the Group's bank facilities are not refinanced in due course, the facilities may be withdrawn and require immediate repayment. As such, the Group and therefore the Company, may be unable to realise its assets and discharge its liabilities in its ordinary course of business. However, the Group continues to explore refinancing options with existing and alternative lenders and remains confident that new facilities will be in place prior to the expiry of existing ones. As a result, the Directors acknowledge the existence of a material uncertainty, which may cast significant doubt upon the Group and Company's ability to continue as a going concern. Despite the existence of a material uncertainty, the Directors consider that the Group has adequate resources to continue in operational existence for the foreseeable future and that it remains appropriate to prepare the financial statements for the Company on a going concern basis. As the financial statements have been prepared on a going concern basis, they do not include any adjustments that would be required should the going concern basis of preparation no longer be appropriate. Such adjustments could be material and could affect the carrying amounts assets and liabilities reported in the statement of financial position. 3. Segmental reporting As discussed in the Group's FY24/25 financial statements, the Group had moved on from the legal separation of ProService and Operations in 2022, to full separation of the commercial and operational activities of both of the major divisions. The two main divisional structures for the Group are: �� ProService - Digital marketplace business focused on customer and supplier acquisition. Technology-driven, extremely scalable and uniquely differentiated including training services. �� Operations - Fulfilment business including power generation, focused on health and safety and quality, with circular economy credentials, comprehensive national footprint and high customer satisfaction. The Group originally formalised the commercial and operational separation of THSC and ProService through a Business Transfer Agreement ('BTA') at the end of September 2024. This agreement involved the transfer of assets and liabilities; certain specific customer contracts and employees were also transferred. Since the period end, the Group has announced a number of strategic initiatives which collectively represent the completion of the operational separation of these two divisions. The transaction was originally announced to the market on 6 October 2025 and completed on 17 November 2025, all taking place after the balance sheet date. This post balance sheet event has significant implications on segmental reporting going forwards and has been discussed in more detail in note 20. Firstly, as a result of the transaction, THSC (the 'Operations - UK' segment) has been disposed of subsequent to the balance sheet date and as of 17 November 2025, is no longer a part of the Group. The division has not been presented as a disposal group held for sale at the balance sheet as the division was not available for sale in their present condition as lender approval for the transaction had not been obtained at the balance sheet date. Lender approval was ultimately received in October 2025. As a result of not being presented as a disposal group held for sale, the segment continues to be included in continuing operations at the balance sheet date and the segmental reporting disclosures continue to include THSC. This will not be the case at the year end when the business divestiture will have completed and will be shown as a discontinued operation. THSC will no longer be the preferred supplier for HSS ProService in the future, who will instead have a right of first refusal in place with Speedy Hire instead. THSC will continue to act as a supplier to the Group post-disposal as a third party and will have a right of first refusal exclusively on certain product lines not transferred to Speedy Hire as part of the Commercial Agreement. Accordingly, the Group going forwards will be comprised of HSS ProService, whose revenues are expected to grow as a product of the commercial agreement and the additional rehire volumes through Speedy Hire. As the Group continues to change and internal reporting is updated to meet the changing requirements of the Chief Operating Decision Maker, the structure of the Group's segments may change alongside this change in structure. Despite this, no such changes to internal reporting had taken place at the period end and these interim financial statements are prepared on the same basis as those included in the Group's latest Annual Report. In addition, the Group's Chief Operating Decision Maker continues to be the Board of Directors for the Group as a whole during the interim period. All segment revenue, operating profit, assets and liabilities are attributable to the principal activity of the Group, being the provision of tool and equipment hire and related services in, and to customers in, the United Kingdom. No single customer represented more than 10% of Group revenue in the current year (H1-24: none). 3. Segmental reporting (continued) 6 months ending 30 September 2025 ProService Operations - UK Corporate Eliminations Total ��000s ��000s ��000s ��000s ��000s Equipment hire and related revenue 41,339 49,143 - (33,424) 57,058 Equipment rehire 51,259 3,153 - (3,367) 51,045 Sale of goods and related services 14,548 2,066 - (861) 15,753 Training services rendered 11,706 30 - (30) 11,706 Total revenue 118,852 54,392 - (37,682) 135,562 Cost of sales (exc. Depreciation and amortisation) (94,186) (6,599) - 37,841 (62,944) Distribution costs (exc. Depreciation and amortisation) - (10,559) - - (10,559) Stock maintenance costs (exc. Depreciation and amortisation) - (4,732) - - (4,732) Contribution 24,666 32,502 - 159 57,327 Contribution margin 20.8% 59.8% 42.3% Indirect costs (exc. Depreciation and amortisation) (21,906) (19,939) (1,168) (159) (43,172) Underlying EBITDA 2,760 12,563 (1,168) - 14,155 Less: Depreciation (951) (8,568) - 122 (9,397) Underlying EBITA 1,809 3,995 (1,168) 122 4,758 Less: Amortisation (838) (11) - - (849) Underlying operating profit/(loss) 971 3,984 (1,168) 122 3,909 Net finance expenses (154) (2,220) (2,604) - (4,978) Underlying profit/(loss) before tax 817 1,764 (3,772) 122 (1,069) Less: Non-underlying items (5,173) Loss from continuing operations before tax (6,242) The 'Eliminations' column shows the value of eliminations in revenue between the trading segments Operations - UK and ProService. Corporate includes only those corporate costs incurred centrally to support the businesses. 26 weeks ending 29 June 2024 ProService Operations - UK Corporate Eliminations Total ��000s ��000s ��000s ��000s ��000s Equipment hire and related revenue 65,503 47,026 - (47,026) 65,503 Equipment rehire 64,817 - - - 64,817 Sale of goods and related services 15,136 2,290 - (1,633) 15,793 Training services rendered 11,318 - - - 11,318 Total revenue 156,774 49,316 - (48,659) 157,431 Cost of sales (exc. Depreciation and amortisation) (120,608) (1,602) - 48,659 (73,551) Distribution costs (exc. Depreciation and amortisation) - (10,369) - - (10,369) Stock maintenance costs (exc. Depreciation and amortisation) - (4,639) - - (4,639) Contribution 36,166 32,706 - - 68,872 Contribution margin 23.1% 66.3% - - 43.7% Indirect costs (exc. Depreciation and amortisation) (27,858) (16,384) (1,320) - (45,562) Underlying EBITDA 8,308 16,322 (1,320) - 23,310 Less: Depreciation (941) (16,952) - (29) (17,922) Underlying EBITA 7,367 (630) (1,320) (29) 5,388 Less: Amortisation (752) (340) - - (1,092) Underlying operating profit/(loss) 6,615 (970) (1,320) (29) 4,296 Net finance expenses (159) (2,023) (2,712) - (4,894) Underlying profit/(loss) before tax 6,456 (2,993) (4,032) (29) (598) Less: Non-underlying items (2,452) Loss from continuing operations before tax (3,050) 3. Segmental reporting (continued) As at 30 September 2025 ProService Operations - UK Corporate Eliminations Total ��000s ��000s ��000s ��000s ��000s Additions to non-current assets Property, plant and equipment 355 6,113 - - 6,468 Right of use assets 265 8,104 - - 8,369 Intangibles 360 392 - - 752 Non-current assets - Net book value Property, plant and equipment - Hire equipment - 33,208 - - 33,208 Property, plant and equipment - Non-hire assets 876 4,660 - - 5,536 Right of use assets - Property 1,410 14,307 - (351) 15,366 Right of use assets - Vehicles 2,256 11,327 - - 13,583 Right of use assets - Hire and non-hire assets 9 1,666 - - 1,675 Intangibles - Goodwill 37,964 - - - 37,964 Intangibles - Brands and Customer Relationships 21,900 - - - 21,900 Intangibles - Software 11,650 380 - - 12,030 Deferred tax assets 1,217 625 - - 1,842 Current assets - Net book value Inventories - 2,807 - - 2,807 Trade and other receivables 63,237 23,162 17,884 (37,453) 66,830 Cash 5,496 4,999 8,419 - 18,914 Current liabilities - Net book value Trade and other creditors (57,691) (33,355) (14,555) 32,429 (73,172) Lease liabilities (2,010) (9,924) (908) 908 (11,934) Borrowings - (4,578) (5,000) - (9,578) Provisions (4) (4,459) - - (4,463) Non-current liabilities - Net book value Lease liabilities (1,908) (35,313) (4,116) 4,116 (37,221) Borrowings - (5,867) (39,242) - (45,109) Provisions (362) (3,665) - - (4,027) Deferred tax liabilities (2,163) - - - (2,163) Net assets/ (liabilities) 81,877 (20) (37,518) (351) 43,988 As at 31 March 2025 ProService Operations - UK Corporate Eliminations Total ��000s ��000s ��000s ��000s ��000s Additions to non-current assets Property, plant and equipment 526 22,895 - - 23,421 Right of use assets 2,759 23,880 - (686) 25,952 Intangibles 2,344 1,219 - - 3,563 Non-current assets - Net book value Property, plant and equipment - Hire equipment - 32,843 - - 32,843 Property, plant and equipment - Non-hire assets 707 4,484 - - 5,191 Right of use assets - Property 1,582 11,281 - (474) 12,389 Right of use assets - Vehicles 2,546 11,973 - - 14,519 Right of use assets - Hire and non-hire assets 13 1,787 - - 1,800 Intangibles - Goodwill 37,964 - - - 37,964 Intangibles - Brands and Customer Relationships 21,900 - - - 21,900 Intangibles - Software 12,127 - - - 12,127 Deferred tax assets 1,217 2,262 - - 3,479 Current assets - Net book value Inventories - 3,017 - - 3,017 Trade and other receivables 62,905 27,376 11,466 (29,385) 72,362 Cash 12,796 4,727 6,391 - 23,914 Current liabilities - Net book value Trade and other creditors (69,587) (30,363) (5,575) 23,873 (81,652) Lease liabilities (1,444) (11,118) (992) 992 (12,562) Borrowings - (4,810) - - (4,810) Provisions (4) (5,628) - - (5,632) Non-current liabilities - Net book value Lease liabilities (2,803) (35,993) (4,520) 4,520 (38,796) Borrowings - (7,624) (56,528) - (64,152) Provisions (354) (4,163) - - (4,517) Deferred tax liabilities (2,163) - - - (2,163) Net assets 77,402 51 (49,758) (474) 27,221 3. Segmental reporting (continued) In the prior period, the Group designated the assets and liabilities of HSS Hire Ireland Limited as held for sale. This entity represents the entirety of the Operations - Ireland segment and accordingly does not feature in the segmental balance sheet above as at 31 March 2025. As at 30 September 2025 ProService ��000s Operations - UK ��000s Corporate ��000s Eliminations ��000s Total ��000s Lease liability payments Less than one year 1,580 10,354 908 (908) 11,934 Two to five years 2,172 25,834 2,831 (2,831) 28,006 More than five years 166 9,049 989 (989) 9,215 Repayment of borrowings Less than one year - 4,578 5,000 - 9,578 Two to five years - 5,867 39,861 - 45,728 More than five years - - - - - Total Less than one year 1,580 14,932 5,908 (908) 21,512 Two to five years 2,172 31,701 42,692 (2,831) 73,734 More than five years 166 9,049 989 (989) 9,215 3,918 55,682 49,589 (4,728) 104,461 As at 31 March 2025 ProService ��000s Operations - UK ��000s Corporate ��000s Eliminations ��000s Total ��000s Lease liability payments Less than one year 1,444 11,118 992 (992) 12,562 Two to five years 2,529 27,033 3,325 (3,325) 29,562 More than five years 274 8,960 1,195 (1,195) 9,234 Repayment of borrowings Less than one year - 4,810 - - 4,810 Two to five years - 7,624 57,500 - 65,124 More than five years - - - - - Total Less than one year 1,444 15,928 992 (992) 17,372 Two to five years 2,529 34,657 60,825 (3,325) 94,686 More than five years 274 8,960 1,195 (1,195) 9,234 4,247 59,545 63,012 (5,512) 121,292 4. Other operating income 6 months ended 30 September 2025 As restated1 26 weeks ended 29 June 2024 ��000s ��000s Sublease rental and service charge income 142 209 Proceeds from insurance claims 1,786 - 1,928 209 During the period sub-let rental income of ��0.1m (26 weeks ended 29 June 2024: ��0.2m) was received on properties no longer used by the Group for trading purposes. Proceeds from insurance claims of ��1.8m relate to amounts recovered through claims against business interruption insurance policies for losses sustained by the Group during the COVID-19 pandemic and are presented as other income (26 weeks ended 29 June 2024: ��Nil). 1The notes supporting the income statement have been restated to disclose continuing operations (note 2). 5. Non-underlying items Items of income or expense have been shown as non-underlying because of their size and nature or because they are outside the normal course of business. During the 6 months ended 30 September 2025 the Group has recognised non-underlying items as follows: Included in administrative expenses Included in other operating income Included in finance expense Included in profit on disposal Total 6 months ended 30 September 2025 ��000s ��000s ��000s ��000s ��000s Onerous property costs 314 - 13 - 327 Costs for branch network restructure 449 - 2 - 451 Insurance proceeds (note 4) - (1,786) - - (1,786) Costs relating to group restructuring 6,130 - - - 6,130 Onerous contract (note 16) - - 51 - 51 Non-underlying items from continuing operations 6,893 (1,786) 66 - 5,173 Profit from business divestiture - discontinued operations (note 17) - - - (255) (255) Total 6,893 (1,786) 66 (255) 4,918 During the 26 weeks ended 29 June 2024, the Group recognised non-underlying items analysed as follows: Included in administrative expenses Included in finance expense Included in loss on disposal Total 26 weeks ended 29 June 2024 ��000s ��000s ��000s ��000s Onerous property (credits)/costs (209) 29 - (180) Costs relating to group restructuring 2,507 - - 2,507 Onerous contract (note 16) - 125 - 125 Non- underlying items from continuing operations 2,298 154 - 2,452 Loss arising from business divestiture - discontinued operations (note 17) - - 642 642 Total 2,298 154 642 3,094 Costs related to onerous properties: (incurred in 2026 and 2024) In the current period the Group incurred onerous property costs of ��0.3m (H1-24: credit of ��0.2m) in connection with so called 'dark' stores where locations have been exited and are in the process of closing but which continue to incur costs after exiting. Costs for branch network restructure (incurred in 2026) During the current period, the Group have incurred a total of ��0.5m in connection with the closure of a number of trading locations as part of a right-sizing exercise within THSC intended to save costs and more efficiently deploy hire stock to meet customer demands. The costs in the current period largely relate to right of use property and lease liability exit costs. Cost relating to restructuring (incurred in 2026 and 2024) Costs relating to restructuring have been incurred in connection with executing the Group's long term strategic aim of separating ProService and Operations, which was achieved subsequent to the period end (see note 20). Costs in the current period of ��6.1m relate to the commercial agreement and disposal of THSC to a third party, costs which primarily relate to legal and professional fees connected with the transaction. In the previous period the costs of ��2.5m relate to the initial separation of the two businesses and formation of the Business Transfer Agreement (BTA) which saw the transfer of the Builders' Merchant businesses to THSC in September 2024. Insurance proceeds During the current period, ��1.8m was received from an insurance provider as a result of a successful claim in relation to business interruption insurance in place during the COVID-19 pandemic. 5. Non-underlying items (continued) Discontinued operations (incurred in 2026 and 2024) Included within non-underlying items is the loss on disposal of the Group's subsidiaries. This has been classified as non-underlying to ensure that the results of the Group can be clearly distinguished from all discontinued amounts in the income statement, more detail on the disposal of the businesses is provided in note 17. 6. Depreciation and amortisation expense 6 months ended 30 September 2025 As restated1 26 weeks ended 29 June 2024 ��000s ��000s Amortisation 849 1,092 Depreciation 9,397 17,922 Amounts charged in respect of depreciation: 6 months ended 30 September 2025 As restated1 26 weeks ended 29 June 2024 Property, plant and equipment Right of use assets Total Property, plant and equipment Right of use assets Total ��000s ��000s ��000s ��000s ��000s ��000s Depreciation (notes 10,11) 4,383 5,353 9,736 9,427 8,300 17,727 Accelerated depreciation relating to hire stock lost by customers or written off (notes 10,11) 1,465 143 1,608 2,438 98 2,536 Loss on disposal of non-hire PPE before proceeds (notes 10,11) 9 859 868 77 924 1,001 Total depreciation per notes 10 and 11 5,857 6,355 12,212 11,942 9,322 21,264 Profit on surrender of leases (464) (1,920) (2,384) (163) (815) (978) Total depreciation per income statement and statement of cash flows 5,393 4,435 9,828 11,779 8,507 20,286 Less depreciation from discontinued operations (note 17) - - - (1,848) (663) (2,511) Less depreciation included within non-underlying items 19 (450) (431) (33) 180 147 Total depreciation used in calculating adjusted performance measures 5,412 3,985 9,397 9,898 8,024 17,922 Amounts charged in respect of amortisation: 6 months ended 30 September 2025 As restated1 26 weeks ended 29 June 2024 ��000s ��000s Intangible assets Amortisation (note 9) 849 1,110 Total amortisation per notes 849 1,110 Amortisation included in discontinued operations (note 17) - (18) Total from continuing operations and used in calculating adjusted performance measures 849 1,092 1The notes supporting the income statement have been restated to disclose continuing operations (note 2). 7. Net finance expense 6 months ended 30 September 2025 As restated1 26 weeks ended 29 June 2024 ��000s ��000s Interest on senior finance facility 2,010 2,548 Amortisation of debt issue costs 308 254 Interest on lease liabilities 1,915 1,581 Interest on hire purchase arrangements 357 466 Interest unwind on discounted provisions 178 287 Interest on revolving credit facility, including commitment fees 301 148 Other interest received (25) (236) Net finance expense 5,044 5,048 Finance expense from discontinued operations 44 227 Total finance expense for statement of cash flows 5,088 5,275 1The notes supporting the income statement have been restated to disclose continuing operations (note 2). 8. Earnings per share Basic earnings per share: Loss after tax from total operations Loss after tax from continuing operations Weighted average number of shares Earnings after tax from total operations per share Earnings after tax from continuing operations per share ��000s ��000s 000s pence pence 6 months ended 30 September 2025 (6,960) (7,879) 713,190 (0.98) (1.11) 26 weeks ended 29 June 2024 (2,357) (3,066) 705,788 (0.33) (0.43) Basic earnings per share is calculated by dividing the result attributable to equity holders by the weighted average number of ordinary shares in issue for that period. Diluted earnings per share: Loss after tax from total operations Loss after tax from continuing operations Weighted average number of shares Earnings after tax from total operations per share Earnings after tax from continuing operations per share ��000s ��000s 000s pence pence 6 months ended 30 September 2025 (6,960) (7,879) 725,752 (0.96) (1.09) 26 weeks ended 29 June 2024 (2,357) (3,066) 728,141 (0.32) (0.42) Diluted earnings per share is calculated using the result attributable to equity holders divided by the weighted average number of shares outstanding assuming the conversion of potentially dilutive equity derivatives outstanding, being market value options, nil-cost share options (LTIP shares), restricted stock grants, deferred bonus shares and warrants. All of the Group's potentially dilutive equity derivative securities were dilutive for the purpose of diluted basic earnings per share for the period (26 weeks ending 29 June 2024: all equity derivative securities were dilutive). 8. Earnings per share (continued) The following is a reconciliation between basic earnings per share and the underlying basic earnings per share: 6 months ended 30 September 2025 As restated1 26 weeks ended 29 June 2024 Total operations Continuing operations Total operations Continuing operations pence pence Pence pence Basic earnings per share (0.98) (1.11) (0.33) (0.43) Add back: Non-underlying items per share 0.69 0.73 0.44 0.35 Tax per share 0.24 0.23 0.02 0.01 Charge: Tax credit/(charge) at prevailing rate 0.01 0.04 (0.03) 0.02 Underlying basic earnings per share (0.04) (0.11) 0.10 (0.05) The following table reconciles diluted earnings per share and the underlying diluted earnings per share: 6 months ended 30 September 2025 As restated1 26 weeks ended 29 June 2024 Total operations Continuing operations Total operations Continuing operations pence pence pence pence Diluted earnings per share (0.96) (1.09) (0.32) (0.42) Add back: Exceptional items per share 0.68 0.72 0.42 0.34 Tax per share 0.23 0.23 0.02 0.01 Charge: Tax credit/(charge) at prevailing rate 0.01 0.03 (0.03) 0.02 Underlying diluted earnings per share (0.04) (0.11) 0.09 (0.05) The weighted average number of shares for the purposes of calculating the diluted earnings per share are as follows: 6 months ended 30 September 2025 26 weeks ended 29 June 2024 Weighted average number of shares Weighted average number of shares 000s 000s Basic 713,190 705,788 LTIP share options - 2,564 Restricted stock grant 12,562 19,712 CSOP options - 77 Diluted 725,752 728,141 1. The notes supporting the income statement have been restated to disclose continuing operations (note 2). 9. Intangible assets Goodwill Customer relationships Brands Software Total ��000s ��000s ��000s ��000s ��000s Cost At 31 March 2025 102,292 24,500 21,900 42,985 191,677 Additions - - - 752 752 Disposals - - - - - At 30 September 2025 102,292 24,500 21,900 43,737 192,429 Amortisation At 31 March 2025 64,328 24,500 - 30,858 119,686 Charge for the period - - - 849 849 Disposals - - - - - At 30 September 2025 64,328 24,500 - 31,707 120,535 Net book value At 30 September 2025 37,964 - 21,900 12,030 71,894 Goodwill Customer relationships Brands Software Total ��000s ��000s ��000s ��000s ��000s Cost At 31 December 2023 115,855 25,400 22,585 39,462 203,302 Additions - - - 1,931 1,931 Disposed of on business divestiture (6,053) (900) (685) - (7,638) Disposals - - - - - At 29 June 2024 109,802 24,500 21,900 41,393 197,595 Amortisation At 31 December 2023 - 25,382 361 24,577 50,320 Charge for the period - 13 5 1,092 1,110 Disposed of on business divestiture - (895) (366) - (1,261) Disposals - - - - - At 29 June 2024 - 24,500 - 25,669 50,169 Net book value At 29 June 2024 109,802 - 21,900 15,724 147,426 Goodwill Customer relationships Brands Software Total ��000s ��000s ��000s ��000s ��000s Cost At 31 December 2023 115,855 25,400 22,585 39,462 203,302 Additions - - - 3,569 3,569 Reclassification of assets held for sale (7,510) - - (4) (7,514) Disposed of on business divestiture (6,053) (900) (685) - (7,638) Disposals - - - (42) (42) At 31 March 2025 102,292 24,500 21,900 42,985 191,677 Amortisation At 31 December 2023 - 25,382 361 24,577 50,320 Charge for the period - 14 4 2,822 2,840 Impairment charge 64,328 - - 3,506 67,834 Disposed of on business divestiture - (896) (365) - (1,261) Disposals - - - (47) (47) At 31 March 2025 64,328 24,500 - 30,858 119,686 Net book value At 31 March 2025 37,964 - 21,900 12,127 71,991 The Group tests property, plant and equipment, goodwill and indefinite life brands for impairment annually and considers at each reporting date whether there are indicators that impairment may have occurred. 10. Property, plant and equipment Land & buildings Plant & machinery Materials & equipment held for hire Total ��000s ��000s ��000s ��000s Cost At 31 March 2025 25,904 16,030 118,987 160,921 Transferred from right of use assets - - 452 452 Additions 350 825 5,293 6,468 Disposals (2,827) (2,169) (10,034) (15,030) At 30 September 2025 23,427 14,686 114,698 152,811 Accumulated depreciation At 31 March 2025 21,953 14,790 86,144 122,887 Transferred from right of use assets - - 353 353 Charge for the period 433 388 3,562 4,383 Disposals (2,839) (2,148) (8,569) (13,556) At 30 September 2025 19,547 13,030 81,490 114,067 Net book value At 30 September 2025 3,880 1,656 33,208 38,744 The transferred from right of use assets category represents the acquisition of ROU assets at expiry of the lease in cases where the title is transferred to the Group. Land & buildings Plant & machinery Materials & equipment held for hire Total ��000s ��000s ��000s ��000s Cost At 31 December 2023 35,759 21,912 181,054 238,725 Transferred from right of use assets - - 193 193 Additions 662 431 13,963 15,056 Disposals (912) (2) (10,306) (11,220) Disposed on business divestiture (1,414) (1,291) (39,277) (41,982) Foreign exchange differences (24) (5) (8) (37) At 29 June 2024 34,071 21,045 145,619 200,735 Accumulated depreciation At 31 December 2023 26,539 19,140 99,863 145,542 Transferred from right of use assets - - 145 145 Charge for the period 1,160 517 7,750 9,427 Disposals (835) (2) (7,869) (8,706) Disposed on business divestiture (1,007) (1,210) (26,756) (28,973) Foreign exchange differences (9) (2) (49) (60) At 29 June 2024 25,848 18,443 73,084 117,375 Net book value At 29 June 2024 8,223 2,602 72,535 83,360 10. Property, plant and equipment (continued) Land & buildings Plant & machinery Materials & equipment held for hire Total ��000s ��000s ��000s ��000s Cost At 31 December 2023 35,759 21,912 181,054 238,725 Transferred from right of use assets - - 658 658 Transferred to right of use assets - - - - Additions 1,489 1,545 24,332 27,366 Disposals (7,744) (3,599) (26,179) (37,522) Disposed of on business divestiture (1,414) (1,291) (39,278) (41,983) Reclassified as asset held for sale (2,145) (1,894) (21,200) (25,239) Remeasurement (610) - - (610) Foreign exchange differences (36) (7) (400) (443) Transfer 605 (636) - (31) At 31 March 2025 25,904 16,030 118,987 160,921 Accumulated depreciation At 31 December 2023 26,539 19,140 99,863 145,542 Transferred from right of use assets - - 428 428 Transferred to right of use assets - - - - Charge for the year 2,589 1,294 18,181 22,064 Disposals (7,217) (3,495) (18,890) (29,602) Disposed of on business divestiture (1,007) (1,210) (26,757) (28,974) Reclassified as asset held for sale (1,675) (1,714) (11,201) (14,590) Impairment of tangible assets 2,396 903 24,502 27,801 Accelerated depreciation on exit of trading locations 342 9 - 351 Foreign exchange differences (14) (3) (85) (102) Transfers - (134) 103 (31) At 31 March 2025 21,953 14,790 86,144 122,887 Net book value At 31 March 2025 3,951 1,240 32,843 38,034 11. Right of use assets Property Vehicles Equipment for internal use Equipment for hire Total ��000s ��000s ��000s ��000s ��000s Cost At 31 March 2025 40,957 32,624 107 4,305 77,993 Additions 6,580 1,359 13 418 8,370 Transferred to property, plant and equipment - - - (452) (452) Disposals (3,514) (448) - (350) (4,312) At 30 September 2025 44,023 33,535 120 3,921 81,599 Accumulated depreciation At 31 March 2025 28,568 18,105 44 2,568 49,285 Charge for the period 2,804 2,235 20 294 5,353 Transferred to property, plant and equipment - - - (353) (353) Disposals (2,715) (388) - (207) (3,310) At 30 September 2025 28,657 19,952 64 2,302 50,975 Net book value At 30 September 2025 15,366 13,583 56 1,619 30,624 The transferred to property, plant and equipment category represents the acquisition of ROU assets at expiry of the lease in cases where the title is transferred to the Group. 11. Right of use assets (continued) Property Vehicles Equipment for internal use Equipment for hire Total ��000s ��000s ��000s ��000s ��000s Cost At 31 December 2023 52,935 27,908 - 4,134 84,977 Additions 2,615 5,773 150 237 8,775 Remeasurements (321) - - - (321) Transferred to property, plant and equipment - - - (193) (193) Disposals (1,107) (2,303) - (174) (3,584) Disposed of with business divestiture (3,779) (1,801) (30) - (5,610) Foreign exchange differences (56) (47) - - (103) At 29 June 2024 50,287 29,530 120 4,004 83,941 Accumulated depreciation At 31 December 2023 21,321 10,303 - 1,542 33,166 Charge for the period 4,511 3,373 14 402 8,300 Transferred to property, plant and equipment - - - (145) (145) Disposals (746) (1,740) - (76) (2,562) Disposed of with business divestiture (1,942) (748) - - (2,690) Foreign exchange differences (14) (18) - - (32) At 29 June 2024 23,130 11,170 14 1,723 36,037 Net book value At 29 June 2024 27,157 18,360 106 2,281 47,904 Property Vehicles Equipment for internal use Equipment for hire Total ��000s ��000s ��000s ��000s ��000s Cost At 31 December 2023 52,935 27,908 - 4,134 84,977 Additions 8,376 18,019 137 1,384 27,916 Re-measurements (247) - - - (247) Transferred to property, plant and equipment - - - (658) (658) Transferred from property, plant and equipment - - - - - Disposals (13,847) (9,316) - (555) (23,718) Disposed of with business divestiture (3,779) (1,801) (30) - (5,610) Reclassification of assets as held for sale (2,393) (2,127) - - (4,520) Foreign exchange differences (88) (59) - - (147) At 31 March 2025 40,957 32,624 107 4,305 77,993 Accumulated depreciation At 31 December 2023 21,321 10,303 - 1,542 33,166 Transfers to property, plant and equipment - - - (428) (428) Transferred from property, plant and equipment - - - - - Charge for the year 9,088 8,471 44 965 18,568 Accelerated depreciation on exit of trading locations 1,232 - - - 1,232 Impairment of tangible assets 8,318 8,829 766 17,913 Disposals (8,751) (7,954) - (277) (16,982) Disposed of with business divestiture (1,942) (748) - - (2,690) Reclassification of assets as held for sale (677) (769) - - (1,446) Foreign exchange differences (21) (27) - - (48) At 31 March 2025 28,568 18,105 44 2,568 49,285 Net book value At 31 March 2025 12,389 14,519 63 1,737 28,708 Disclosures relating to lease liabilities are included in note 14. 12. Trade and other receivables 6-month period ended 30 September 2025 Gross Provision for impairment Provision for credit notes Net of provision ��000s ��000s ��000s ��000s Trade receivables 61,557 (2,635) (4,709) 54,213 Accrued income 4,473 (38) - 4,435 Trade receivables and contract assets 66,030 (2,673) (4,709) 58,648 Net investment in sublease 8 - - 8 Other debtors 3,919 - - 3,919 Prepayments 4,255 - - 4,255 Total trade and other receivables 74,212 (2,673) (4,709) 66,830 Period ended 31 March 2025 Gross Provision for impairment Provision for credit notes Net of provision ��000s ��000s ��000s ��000s Trade receivables 64,419 (2,998) (4,821) 56,600 Accrued income 4,653 (29) - 4,614 Trade receivables and contract assets 69,072 (3,037) (4,821) 61,214 Net investment in sublease 23 - - 23 Other debtors 3,982 - - 3,982 Prepayments 7,143 - - 7,143 Total trade and other receivables 80,220 (3,037) (4,821) 72,362 The following table details the movements in the provisions for credit notes and impairment of trade receivables and contract assets: 6-month period ended 30 September 2025 Period ended 31 March 2025 Provision for impairment Provision for credit notes Provision for impairment Provision for credit notes ��000s ��000s ��000s ��000s Balance at the beginning of the period (3,037) (4,821) (3,710) (5,528) Increase in provision (399) (2,504) (2,770) (4,493) Utilisation 763 2,616 3,288 4,995 Reclassification of assets as held for sale - - 110 142 Disposed of with business divestiture - - 45 53 Balance at the end of the period (2,673) (4,709) (3,037) (4,821) The bad debt provision based on expected credit losses and applied to trade receivables and contract assets, all of which are current assets, is as follows: At 30 September 2025 Current 0-60 days past due 61-365 days past due 1-2 years past due Total Trade receivables and contract assets 50,821 5,312 7,833 2,064 66,030 Expected loss rate 0.9% 2.1% 14.4% 48.2% 4.0% Provision for impairment charge 437 112 1,129 995 2,673 At 31 March 2025 Current 0-60 days past due 61-365 days past due 1-2 years past due Total Trade receivables and contract assets 54,938 5,710 6,576 1,848 69,072 Expected loss rate 0.7% 2.5% 21.9% 59.0% 4.4% Provision for impairment charge 359 145 1,443 1,090 3,037 12. Trade and other receivables (continued) Contract assets consist of accrued income. The provision for impairment is estimated using the simplified approach to expected credit loss methodology and is based upon past default experience and the Directors' assessment of the current economic environment for each of the Group's ageing categories. The Directors have given specific consideration to the macroeconomic uncertainty leading to pressures on businesses facing staff and material shortages and, more latterly, increased inflation. At the balance sheet date, similar to the period end position, the Group considers that historical losses are not a reliable predictor of future failures and has exercised judgement in the expected loss rates across all categories of debt. In so doing the Group has applied an adjusted risk factor of 1.000x (31 March 2025: 1.125x) to reflect the increased risk of future insolvency. As in the prior year, historical loss rates have been increased where debtors have been identified as high risk, with a reduction applied to customer debt covered by credit insurance. In line with the requirements of IFRS 15, provisions are made for credit notes expected to be raised after the reporting date for income recognised during the period. The combined provisions for bad debt and credit notes amount to 11.2% of trade receivables and contract assets at 30 September 2025 (31 March 2025: 11.4%). 13. Trade and other payables 30 September 2025 31 March 2025 ��000s ��000s Current Trade payables 42,853 50,339 Other taxes and social security costs 3,881 4,516 Other creditors 1,422 2,322 Accrued interest on borrowings 459 499 Accruals 23,428 22,790 Deferred income 1,129 1,186 73,172 81,652 14. Lease liabilities 30 September 2025 31 March 2025 ��000s ��000s Lease liabilities Current 11,934 12,562 Non-current 37,221 38,796 49,155 51,358 The interest rates on the Group's lease liabilities are as follows: 30 September 2025 31 March 2025 Equipment for hire Fixed 5.8 to 19.1% 6.3 to 19.1% Other Fixed 3.5 to 10.5% 3.5 to 7.7% The weighted average interest rates on the Group's lease liabilities are as follows: 30 September 2025 31 March 2025 Lease liabilities 7.3% 6.9% 14. Lease liabilities (continued) The Group's leases have the following maturity profile: 30 September 2025 31 March 2025 ��000s ��000s Less than one year 15,063 15,622 Two to five years 34,456 35,558 More than five years 11,025 11,038 60,544 62,218 Less interest cash flows: (11,389) (10,860) Total principal cash flows 49,155 51,358 The maturity profile, excluding interest cash flows of the Group's leases is as follows: 30 September 2025 31 March 2025 ��000s ��000s Less than one year 11,934 12,562 Two to five years 28,005 29,562 More than five years 9,216 9,234 49,155 51,358 The lease liability movements are detailed below: Property Vehicles Equipment for hire and internal use Total ��000s ��000s ��000s ��000s At 31 March 2025 24,253 23,941 3,164 51,358 Additions 6,432 1,359 480 8,271 Re-measurements - - - - Discount unwind 998 800 117 1,915 Payments (including interest) (5,507) (3,883) (1,079) (10,469) Disposals (1,853) (67) - (1,920) At 30 September 2025 24,323 22,150 2,682 49,155 Property Vehicles Equipment for hire and internal use Total ��000s ��000s ��000s ��000s At 31 December 2023 35,940 18,158 3,272 57,370 Additions 7,690 18,049 1,488 27,227 Re-measurements (321) - - (321) Discount unwind 2,506 1,631 413 4,550 Payments (including interest) (12,829) (9,995) (1,982) (24,806) Disposals (4,883) (1,579) - (6,462) Disposed of with business divestiture (2,019) (1,028) (27) (3,074) Reclassification of assets held for sale (1,761) (1,278) - (3,039) Foreign exchange differences (70) (17) - (87) At 31 March 2025 24,253 23,941 3,164 51,358 15. Borrowings 30 September 2025 31 March 2025 ��000s ��000s Current Hire purchase arrangements 4,578 4,810 Revolving credit facility 5,000 - 9,578 4,810 Non-current Hire purchase arrangements 5,867 7,624 Senior finance facility 39,242 56,528 45,109 64,152 The senior finance facility is stated net of transaction fees of ��0.7m (31 March 2025: ��1.0m) which are being amortised over the loan period. The nominal value of the Group's loans at each reporting date is as follows: 30 September 2025 31 March 2025 ��000s ��000s Hire purchase arrangements 10,445 12,434 Senior finance facility 39,861 57,500 Revolving credit facility 5,000 - 55,306 69,934 The interest rates on the Group's borrowings are as follows: 30 September 2025 31 March 2025 Hire purchase arrangements Floating % above NatWest base rate 2.2 to 2.4% 2.2 to 2.5% Revolving credit facility Floating % above SONIA 3.8% 3.5% Senior finance facility Floating % above SONIA 3.8% 3.5% The weighted average interest rates on the Group's borrowings are as follows: 30 September 2025 31 March 2025 Hire purchase arrangements Floating % above BOE base rate 6.3% 6.9% Revolving credit facility Floating % above SONIA 7.7% 8.0% Senior finance facility Floating % above SONIA 7.7% 8.0% The Group had undrawn committed borrowing facilities of ��31.6m at 30 September 2025 (31 March 2025: ��34.4m), including ��16.6m (31 March 2025: ��14.4m) of finance lines to fund hire fleet capital expenditure not yet utilised. Including net cash balances, the Group had access to ��50.5m of combined liquidity from available cash and undrawn committed borrowing facilities at 30 September 2025 (31 March 2025: ��58.3m). The post-balance sheet events in note 20 change the Group's liquidity and committed borrowing facilities. The Group's borrowings have the following maturity profile: 30 September 2025 31 March 2025 Hire purchase arrangements Senior finance facility Revolving credit facility Hire purchase arrangements Senior finance facility ��000s ��000s ��000s ��000s ��000s Less than one year 5,119 - 5,097 5,464 4,574 Two to five years 6,289 42,939 - 8,254 59,889 11,408 42,939 5,097 13,718 64,463 Less interest cash flows: (963) (3,078) (97) (1,284) (6,963) Total principal cash flows 10,445 39,861 5,000 12,434 57,500 15. Borrowings (continued) The Group's revolving credit facility is renewed on a rolling basis, with a maximum term of twelve months and a minimum term of three months. The interest calculation above is based on interest over the minimum term of three months. If the revolving credit facility were to remain drawn for the full twelve months, interest of ��0.4m would be payable. 16. Provisions Onerous property costs Dilapidations Onerous contracts Total ��000s ��000s ��000s ��000s At 31 March 2025 159 7,044 2,946 10,149 Additions - 250 - 250 Utilised during the period (88) (330) (1,645) (2,063) Unwind of provision 3 124 51 178 Impact of change in discount rate - - - - Releases - (24) - (24) At 30 September 2025 74 7,064 1,352 8,490 Of which: Current 74 3,037 1,352 4,463 Non-current - 4,027 - 4,027 74 7,064 1,352 8,490 Onerous property costs Dilapidations Onerous contracts Total ��000s ��000s ��000s ��000s At 31 December 2023 554 11,215 6,800 18,569 Additions 402 1,339 - 1,741 Utilised during the period (499) (1,871) (4,111) (6,481) Unwind of provision 18 390 258 666 Impact of change in discount rate (5) 127 (1) 121 Releases (311) (2,763) - (3,074) Foreign exchange - (29) - (29) Disposed of with business divestiture - (621) - (621) Classified as held for sale - (743) - (743) At 31 March 2025 159 7,044 2,946 10,149 Of which: Current 146 2,540 2,946 5,632 Non-current 13 4,504 - 4,517 159 7,044 2,946 10,149 Onerous property costs The provision for onerous property costs represents the current value of contractual liabilities for future rates payments and other unavoidable costs (excluding lease costs) on leasehold properties the Group no longer uses. The releases are the result of early surrenders being agreed with landlords - the associated liabilities are generally limited to the date of surrender but were provided for to the date of the first exercisable break clause to align with the recognition of associated lease liabilities. Onerous contract The onerous contract represents amounts payable in respect of the agreement reached in 2017 between the Group and Unipart to terminate the contract to operate the NDEC. 16. Provisions (continued) Dilapidations The timing and amounts of future cash flows related to lease dilapidations are subject to uncertainty. The provision recognised is based on management's experience and understanding of the commercial retail property market and third-party surveyors' reports commissioned for specific properties in order to best estimate the future outflow of funds, requiring the exercise of judgement applied to existing facts and circumstances, which can be subject to change. Utilisation of provisions during the period led to a ��0.3m decrease in the provision (31 March 2025: ��1.9m), driven by the exit of properties associated with the branch network restructure discussed in the Group's 2025 annual report. Provisions of ��0.7m were held for sale in the prior period in association with the disposal of the Irish subsidiary, see note 17 for more details. 17. Business disposals HSS Hire Ireland Limited During the current period, on 1 April 2025, the Group announced the sale of HSS Hire Ireland Limited, the Group's operations in the Republic of Ireland to Chadwick's Holdings Limited, a subsidiary of Grafton plc. The sale was undertaken as part of a strategic decision to focus on the core business and growth of the ProService and THSC businesses. During the prior period, as the transaction was not complete at the balance sheet date, the Group reclassified the assets and liabilities associated with HSS Hire Ireland Limited as held for sale. The transaction completed on 31 May 2025 and generated disposal proceeds of ��24.3m. The results of HIL were presented as a separate operating segment, Operations - Ireland. Shortly after the disposal, the Group utilised ��17.6m of the proceeds to repay borrowings and further strengthen the Group's balance sheet position. HSS Power During the prior period, on 7 March 2024, the Group announced the sale of ABird Limited, ABird Superior Limited and Apex Generators Limited (together the 'Power' Companies) to CES Global. The sale was undertaken as part of a strategic decision to focus on the core business and growth of the ProService and Operations businesses. The consideration for the sale was entirely settled in cash. The results of the Power businesses were previously reported within the Group's 'Operations - UK' reporting segment, with a significant element of revenues recorded through the ProService business. As part of this transaction, HSS has entered into a commercial agreement with CES for the cross-hire of power generators and related services to ensure the broadest possible distribution of, and customer access to, both parties' existing fleets. The Board expects this commercial arrangement to ensure that even post-disposal, the sales in respect of the Power hire stock will continue through HSS ProService under the new commercial agreement. Shortly after the disposal, the Group utilised ��12.5m of the proceeds to repay borrowings and further strengthen the Group's balance sheet position. The Group have restated comparative figures for the income statement throughout the financial statements in accordance with IFRS 5. The table below shows the details results of discontinued operations: Discontinued operations - 6 months ending 30 September 2025 HSS Hire Ireland Ltd HSS Power Total ��000s ��000s ��000s Revenue 4,323 - 4,323 Expenses other than finance costs, amortisation and depreciation (3,562) - (3,562) Depreciation - - - Amortisation - - - Operating profit from discontinued operations 761 - 761 Net finance expenses (44) - (44) Taxation charge (53) - (53) Profit from trade within discontinued operations, net of tax 664 - 664 Gain on disposal of discontinued operations 255 - 255 Profit from discontinued operations, net of tax 919 - 919 17. Business disposals (continued) Discontinued operations - 26 weeks ending 29 June 2024 HSS Hire Ireland Ltd HSS Power Total ��000s ��000s ��000s Revenue 13,363 4,052 17,415 Expenses other than finance costs, amortisation and depreciation (9,798) (3,402) (13,200) Depreciation (1,664) (847) (2,511) Amortisation - (18) (18) Operating profit/(loss) from discontinued operations 1,901 (215) 1,686 Net finance expenses (108) (119) (227) Taxation (charge)/credit (212) 104 (108) Profit/(loss) from trade within discontinued operations, net of tax 1,581 (230) 1,351 Loss on disposal of discontinued operations - (642) (642) Profit/(loss) from discontinued operations, net of tax 1,581 (872) 709 Basic earnings/(loss) per share (p) from discontinued operations 0.13 0.10 Diluted earnings/(loss) per share (p) from discontinued operations 0.13 0.10 Weighted average number of shares (000s) 713,190 705,788 Weighted average number of diluted shares (000s) 725,752 728,141 Below is a detailed breakdown of the result on disposal: 6-month period ended 30 September 2025 HSS Hire Ireland Ltd ��000s Description of assets and liabilities Intangible assets - goodwill 7,510 Intangible assets - software 16 Property, plant and equipment 11,347 Right of use assets 3,936 Inventories 163 Trade and other receivables 7,510 Cash 3,530 Trade and other payables (6,627) Provisions (752) Lease liabilities (3,652) Net assets disposed of 22,981 Total consideration 24,316 Less: realisation of the translation reserve (1,080) Less: net assets disposed of (22,981) Total gain on disposal 255 Cash consideration received 24,316 Cash disposed of (3,530) Net cash inflow on disposal of discontinued operations 20,786 The assets and liabilities of HSS Hire Ireland limited were classified as held for sale in the 31 March 2025 financial statements and accordingly, all costs incurred on the disposal to date were accrued and recognised in that period. The transaction included costs of disposal of ��1.0m recognised in the previous financial statements. 17. Business disposals (continued) 26-week period ended 29 June 2024 HSS Power ��000s Description of assets and liabilities Goodwill 6,053 Brand and customer lists 324 Property, plant and equipment 13,009 Right of use assets 2,920 Deferred tax assets 56 Inventories 908 Trade and other receivables 3,018 Cash 369 Trade and other payables (2,148) Provisions (621) Deferred tax liabilities (108) Lease liabilities (3,074) Net assets disposed of 20,706 Total consideration 20,690 Less: costs of disposal (626) Less: net assets disposed of (20,706) Total loss on disposal (642) Cash consideration received 20,690 Cash disposed of (369) Net cash inflow on disposal of discontinued operations 20,321 18. Risks and uncertainties The principal risks and uncertainties which could have a material impact upon the Group's performance over the remaining 26 weeks of the 2026 financial year have changed from those set out on pages 13 to 18 of the Group's 2025 Annual Report, which is available at https://www.https://www.hsshiregroup.com/investor-relations/financial-results/. The main change is that there is a significant increase in the strategy execution risk as a result of the post balance sheet event in respect of the completion of the disposal of THSC and the commercial agreement with Speedy Hire, as discussed in more detail in note 20. Whilst the Group continues to evolve as a result of this transaction, the significant operational changes are expected to increase the significance of the risk going forwards. The full list of risks and uncertainties are: 1) Macroeconomic conditions; 2) Competitor challenge; 3) Strategy execution; 4) Customer service; 5) Third party reliance; 6) IT infrastructure; 7) Financial; 8) Skills, resources and oversight; 9) Legal and regulatory requirements; 10) Safety; and 11) Environment, Social and Governance ('ESG'). The Group continues to identify Macroeconomic Conditions as the main risk expected to affect the Group in the remaining 26 weeks for the financial year. 19. Alternative performance measures Earnings before interest, tax, depreciation and amortisation (EBITDA) and Underlying EBITDA, earnings before interest, tax and amortisation (EBITA) and Underlying EBITA and Underlying profit before tax are alternative, non-IFRS and non-Generally Accepted Accounting Practice (GAAP) performance measures used by the Directors and management to assess the operating performance of the Group. EBITDA is defined as operating profit before depreciation and amortisation. For this purpose depreciation includes: depreciation charge for the year on property, plant and equipment and on right of use assets; the net book value of hire stock losses and write-offs; the net book value of other fixed asset disposals less the proceeds on those disposals; impairments of tangible fixed assets; the net book value of right of use asset disposals, net of the associated lease liability disposed of; and the loss on disposal of subleases. Amortisation is calculated as the total of the amortisation charge for the year and the loss on disposal of intangible assets. Non-underlying items are added back to EBITDA to calculate Underlying EBITDA, along with any impairment losses on intangible assets. EBITA is defined by the Group as operating profit before amortisation. Non-underlying items are added back to EBITA to calculate Underlying EBITA, as well as impairment losses on intangible assets. Underlying profit before tax is defined by the Group as profit before tax, amortisation of customer relationships and brands-related intangibles as well as non-underlying items. The Group discloses Underlying EBITDA, Underlying EBITA and Underlying profit before tax as supplemental non-IFRS financial performance measures because the Directors believe they are useful metrics by which to compare the performance of the business from period to period and such measures similar to Underlying EBITDA, Underlying EBITA and Underlying profit before tax are broadly used by analysts, rating agencies and investors in assessing the performance of the Group. Accordingly, the Directors believe that the presentation of Underlying EBITDA, Underlying EBITA and Underlying profit before tax provides useful information to users of the Financial Statements. As these are non-IFRS measures, other entities may not calculate the measures in the same way and hence are not directly comparable. Underlying EBITDA is calculated as follows: 6 months ended 30 September 2025 6 months ended 30 September 2025 26 weeks ended 29 June 2024 26 weeks ended 29 June 2024 Continuing Total Continuing Total ��000s ��000s ��000s ��000s Operating (loss)/profit (1,198) (437) 1,998 3,684 Add: Depreciation of property, plant and equipment and right of use assets 9,397 9,397 17,922 20,433 Add: Amortisation of intangible assets 849 849 1,092 1,110 EBITDA 9,048 9,809 21,012 25,227 Add: Non-underlying items (non-finance) 5,107 4,852 2,298 2,298 Underlying EBITDA 14,155 14,661 23,310 27,525 19. Alternative performance measures (continued) Underlying EBITA is calculated as follows: 6 months ended 30 September 2025 26 weeks ended 29 June 2024 Continuing Total Continuing Total ��000s ��000s ��000s ��000s Operating (loss)/profit (1,198) (437) 1,998 3,684 Add: Amortisation of intangible assets 849 849 1,092 1,110 EBITA (349) 412 3,090 4,794 Add: Non-underlying items (non-finance) 5,107 4,852 2,298 2,298 Underlying EBITA 4,758 5,264 5,388 7,092 Underlying profit before tax is calculated as follows: 6 months ended 30 September 2025 26 weeks ended 29 June 2024 Continuing Total Continuing Total ��000s ��000s ��000s ��000s Loss before tax (6,242) (5,270) (3,050) (2,233) Add: Amortisation of customer relationships and brands - - - 18 Loss before tax and amortisation (6,242) (5,270) (3,050) (2,215) Add: Non-underlying items (finance and non-finance) 5,173 4,918 2,452 3,094 Underlying (loss)/profit before tax (1,069) (352) (598) 879 20. Post balance-sheet events Commercial agreement with Speedy Hire and disposal of THSC As previously announced in the Group's Annual Report, subsequent to the balance sheet date, the Group entered into a series of linked agreements with Speedy Hire (Speedy), which included: ��� a new five-year commercial supplier agreement (Commercial Agreement) with an option to extend for three years; ��� a Subscription Agreement for ordinary shares in the Group, comprising approximately 9.99% of the enlarged ordinary share capital of the Group; and ��� an Asset Purchase Agreement. Under the Commercial Agreement, Speedy Hire will become the principal equipment supply partner to ProService replacing The Hire Service Company ("THSC"), and Speedy will exclusively procure its third-party rehire, re-sale and training services from ProService. Under the Asset Purchase Agreement: ��� Speedy acquired certain fixed assets of THSC, including motor vehicles and hire equipment that will be on hire through the ProService platform at Completion; ��� Speedy assumed certain lease liabilities of THSC in respect of properties, motor vehicles and hire equipment; ��� a number of the employees of the Group were transferred to Speedy under TUPE pursuant to the sale and purchase of assets; and ��� HSS Training Limited acquired certain training related assets and liabilities that formed part of Speedy's training vertical. As consideration, Speedy have paid the Group ��35.3m, subject to a deduction pertaining to a contribution from the Group for costs incurred by Speedy arising from employee restructuring exercises to be conducted in respect of certain roles within the TUPE process of ��1.8m. In conjunction with the Speedy transaction, the Group also entered into the disposal of the entire issued share capital of HSS Service Finance Limited and subsidiaries (trading under the brand The Hire Service Company) to a third party, a newly formed company indirectly owned by investment funds advised by Endless LLP. As detailed in Note 3, the conditions for the THSC division to be disclosed as held for sale at the balance sheet date (30 September 2025) were not met, therefore no adjustments have been accounted for in these interim financial statements outside the disclosures in this note. 20. Post balance-sheet events (continued) As previously disclosed in the Group's Annual Report, completion of both transactions was conditional on both receipt of shareholder approval and satisfaction of UK Competition and Markets Authority (CMA) conditions. Both transactions were successfully completed on 17 November 2025 following receipt of final approvals from the shareholders, our lenders and the CMA. The remainder of this note details the key judgements exercised by the Group in accounting for the transactions in draft, the effect of which will be presented in the Group's Annual Report for its year ending 31 March 2026.Subsequent to completion, the Group had to exercise judgement in determining both the separate units of account to the Speedy transaction and the allocation of the transaction price thereon. In employing judgement, the Group has identified the following units of account to the transaction, each of which will be separately accounted for: the hire component of the Commercial Agreement; the rehire component of the Commercial Agreement; the share subscription; the transfer of THSC fixed assets; the assumption of THSC lease liabilities; and the transfer of training related assets and liabilities. The Group considered whether the right of first refusal on the supply of hire assets from Speedy to the Group, and the exclusivity of rehire of assets from the Group to Speedy should form separate units of account, however in employing its judgement, the Group considers each component to be an attribute of the respective supply agreements therefore are not considered separate units of account. The Group has also determined that none of the employees or assets transferred to the Group as part of the arrangement would meet the definition of a business within the scope of IFRS 3. The transaction price has been allocated as follows: ��m Disposal of assets and liabilities to Speedy Hire 15.3 Employee liabilities settled to Speedy Hire 1.8 Equity value 18.2 35.3 In allocating the ��35.3m gross transaction price in the manner shown above to the separate units of account, the Group has considered the following: ��� ��15.3m has been allocated against the disposal of the assets and liabilities of THSC to Speedy Hire, based on an independent valuation exercise conducted to establish their fair value. The leases assumed by Speedy and the Group, relating to THSC assets and Speedy's training division respectively, are considered to be on-market, therefore there is no indicative transfer of value. ��� The pricing elements of the Commercial Agreement (both hire and rehire) are considered to be reflective of arms-length pricing, therefore there is no indicative transfer of value. ��� The residual consideration of ��18.2m after accounting for the employee liabilities of ��1.8m has been allocated to the 79,368,711 shares that were issued to Speedy Hire. The quoted price of the Group's shares is not considered to be reflective of the fair value of the shares. The Group has therefore commissioned an independent valuation of the shares which showed the implied equity value above was within an acceptable range from the independent valuation exercise performed. The resulting allocation gives rise to share premium of ��17.4m. The total amount allocated to the equity issuance equates to a price per share of 22.96 pence. The consideration receivable under the Speedy transaction was used to fund a seller contribution to THSC as it transitions to becoming an independent business under new ownership following completion, together with fees and other expenses related to these transactions. The disposal of THSC was for gross consideration of ��1 and a contribution of approximately ��26.0m to facilitate a viable separation, net of certain expenses and payment to extinguish lease liabilities. The business was disposed of with an initial contribution of ��16.0m and a further ��10.0m payable by the Group, in equal instalments over the period from July to December 2026. As a result of the completion of the transactions above, the Group's lenders agreed to a revised covenant package for the period to 30 September 2026 (being the date of expiry of the facility) in exchange for a commitment to commence refinancing measures and substantially progress the process before the end of the current financial period, being 31 March 2026. The accounting for the disposal is being finalised by the Group and this could materially change the future carrying values of certain assets and liabilities from those values as reported as at the balance sheet date. This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [email protected] or visit www.rns.com. 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