ProService Building Services Marketplace plc

("ProService" the "Company" or the "Group")

Pure-play marketplace transformation complete

Commercial arrangements with Speedy Hire mobilised, refinancing complete, set-up for profitable growth

ProService Building Services Marketplace plc, the market leading digital platform for building services in the UK, today announces results for the year ended 31 March 2026 ("FY26").

Tom Shorten, Chief Executive Officer said:

"The new commercial arrangements with Speedy Hire enabled the disposal of The Hire Service Company and the transformation of the business into a pure-play marketplace. Following the year-end, the Group completed a refinancing exercise which provides the Group greater financial flexibility to execute its strategy, as the previous facilities were due to be repaid in September 2026. These complex transactions have set the Group up for profitable growth, ensuring we can offer our buyers unrivalled access to hire, training, equipment, fuel and building materials.

Despite the subdued prevailing UK market conditions, the Group is performing ahead of management expectations, supported by the growth in Speedy Customer Solutions revenue streams and a resilient performance across the rest of the business.

With the complexities of mobilisation and refinancing behind us, Management can now focus on its short and medium-term strategic initiatives. These support the Board's belief that it can deliver results in line with previous management guidance for the current year of Adjusted EBITDA between £9.0m and £12.0m and this will set the business up for strong growth and cash generation in FY28 and beyond.

We remain confident that the marketplace proposition will deliver significant value to shareholders, buyers and sellers as we start to deliver growth." 

Readers should note these results are presented on a continuing operations basis, representing the marketplace business. The Hire Service Company and HSS Hire Ireland were disposed of during the year and their results are included in discontinued operations. In the prior year, the Group changed its year end and as a result the comparator period is 15 months, and therefore not directly comparable to the current year.

Financial Highlights Continuing operations	FY26 (Year-ended 31 March 2026)	FY25 (15-month period ended 31 March 20251)
Revenue	£248.1m	£362.8m
Gross profit	£49.6m	£81.3m
(Loss)/profit before tax	(£18.3m)	(£0.5m)
Earnings per share	(2.05p)	(0.20p)
Other statutory extracts (APMs)
Underlying EBITDA2	(£0.4m)	£12.5m
Underlying EBITA3	(£2.5m)	£10.2m
Underlying basic EPS	(0.92p)	0.13p
Net debt (Including IFRS16)	£30.5m	£97.6m

 

Financial Highlights Continuing operations	FY26 (Year-ended 31 March 2026)	Proforma254 (12-month period ended 31 March 2025)	Change
Revenue	£248.1m	£266.1m	(£18.0m)
Underlying EBITDA	(£0.4m)	£11.0m	(£11.4m)
Underlying EBITA	(£2.5m)	£9.3m	(£11.8m)

 

Notes

1)    Results for both periods are on a continuing operations basis; excluding the THSC, Ireland and Power businesses which were disposed of in November 2025 for THSC, March 2024 for Power and HSS Ireland which was held for sale at 31 March 2025 and sold in May 2025.

2)    Underlying EBITDA is defined as operating profit before depreciation, amortisation, 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)    Proforma 25 is the financial performance for ProService over the past 12 months assuming that the separation of ProService and THSC had occurred on 1 April 2024 and adjusting for the revenue and cost impact of the Business Transfer Agreement between ProService and THSC as if this occurred from 1 April 2024 rather than 1 October 2024. This figure is as disclosed in the Group's FY25 Annual Report.

 

FY26 Highlights

·      FY26 represented a year of transition to a pure-play marketplace freed from the constraints of an asset-owning hire business via the disposal of The Hire Service Company ('THSC') and the new Commercial Agreement with Speedy Hire, which included them becoming a 9.99% shareholder in the Group.

·      Hugely complex hire mobilisation, separating and re-platforming people, property, technology and over 300,000 assets simultaneously resulting in distraction and a reduction in our service levels and conversion during the second half of FY26, which impacted revenue and gross profit.

·      The Group welcomed new colleagues from Speedy Hire and built our Speedy Customer Solutions ('SCS') team.

·      While delivering these strategic imperatives, and trading through a challenging economic environment, the Group delivered robust revenue of £248.1m (FY25 15 months: £362.8m and FY25 Proforma: £266.1m).

·      After adjusting for the 15-month comparator and for the loss of the Amey contract, Group FY26 revenue was broadly in line with the prior year (FY25 Proforma ex. Amey £249.3m).

·      Underlying EBITDA was broadly break-even (FY25 15 months: £12.5m), with performance in the final quarter of FY26 impacted by the previously announced mobilisation challenges.

·      Net debt at 31 March 2026 was £30.5m, significantly reduced from the prior year (FY25: £97.6m), the result of disposals which reduced the hire purchase and leases liabilities by £47.4m and enabled a repayment of borrowing facilities of £21.6m.

·      Loss before tax on a continuing basis of £18.3m driven partly by non-underlying items of £9.2m including £6.6m of one-off costs (largely legal and professional fees) incurred in securing the new commercial arrangements with Speedy Hire and the disposal of THSC.

·      Post year-end, the Group completed a refinancing exercise, providing more flexible financing arrangements to support short term liquidity requirements and longer-term growth aspirations.

Current trading, strategy and outlook

·      Trading in the current financial year has shown significant momentum and an improving trend, despite the challenging macroeconomic backdrop.

·      Speedy Hire acceptance rates now consistently within our target parameters.

·      Revenue up 20% year-on-year in the first four months of FY27 and ahead of management expectations, supported by ongoing growth from the SCS rehire and resale business.

·      Gross profit also 20% up year-on-year and in line with management expectation with margin rate flat; accretion on Speedy supply arrangements broadly offset by the lower-margin SCS business.

·      Underlying EBITDA profitable from May 2026, year to July c.10% up year-on-year and on an improving trend.

·      Average Underlying EBITDA in June and July of £0.7m - on track to deliver management guidance.

·      Good progress is being made on strategic initiatives: Projects Sync (embedding AI and automation in the operation) and new ERP will deliver meaningful change in the current year with full year annualised benefits expected to be realised in FY28. Supply chain roadmap aims to improve proposition for buyers and sellers.

·      Management reiterate previous guidance with Underlying EBITDA expected to be between £9m and £12m for FY27.

Potential Equity Fundraise

As previously announced, the Board continues to consider a potential Equity Fundraise to provide additional capital to accelerate delivery of its strategy.

Annual General Meeting and posting of documents

The Notice of Annual General Meeting, Form of Proxy and Annual Report & Accounts for FY26 have been posted to shareholders and are available on the Company's website at hssproservice.com.

FY26 Results Presentation

ProService Building Services Marketplace Plc will host a virtual presentation for analysts at 9:00am on 8 September 2026. Analysts wishing to attend should contact FTI Consulting to register: [email protected]

An audio recording will be available on our website in due course.

 

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 focused on buyer and seller acquisition in the building services sector. Technology driven, scalable and uniquely differentiated. Wide range of building services, including hire, resale, materials, training and more. For more information, please see www.hssproservice.com.

 

PRO is listed on the AIM Market of the London Stock Exchange. For more information, please see www.hssproservice.com

 

For further information, please contact:

 

ProService Building Services Marketplace plc	Email: [email protected]
Tom Shorten, Chief Executive Officer
Greig Thomas, 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 / Russell Cook (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 PRO is Greig Thomas, Chief Financial Officer.

 

Chairman's Statement

 

During the year, we completed the Group's transition into a true, standalone digital marketplace for building services, an ambition years in the making and now fully realised. In November, we entered into a transformational Commercial Agreement with Speedy Hire, enabling the disposal of THSC, our last remaining asset-owning legacy hire business. No sooner were those transactions complete then we commenced our refinancing, which completed after the year-end. Together, these achievements have given the business the platform, the balance sheet and the momentum for an exciting future.

Our results

FY26 was a year of transition for the Group. The results for this financial year have been achieved against the backdrop of mobilising the new commercial agreement with Speedy Hire, as well as handling the separation from THSC and, earlier, the disposal of HSS Hire Ireland Limited ('Ireland' or HIL) during the period.

While delivering these strategic deliverables, and trading through a challenging economic environment, the Group (comprising the continuing operations: ProService and Training segments), delivered revenue of £248.1m (FY25 15 months: £362.8m) and gross profit of £49.6m (FY25: £81.3m), which reflects a gross profit margin of 20.0% for the period (FY25: 22.4%). On a like-for-like basis (12 months to March 25 and excluding the impact of the Amey contract loss) revenue was broadly flat, a resilient outcome given the scale of change underway during the period.

Administrative expenses for the period were tightly controlled to ensure sufficient liquidity was available through the divestments and the refinancing exercise after the year end. This had to be carefully balanced against the necessary expenditure to strengthen our marketplace proposition and properly embed the new Commercial Arrangement with Speedy Hire. Accordingly, the Group's Underlying EBITDA for the period was a loss of £0.4m (FY25: profit of £12.5m) and Underlying EBITA was a loss of £2.5m (FY25: profit of £10.2m).

Given the prior year comparator covers a 15-month period, direct comparatives against the current period are not possible. However, the Group disclosed a number of pro-forma measures in the previous year which are on a continuing operations and twelve months to March 2025 basis and so more comparable. On this basis, revenue for the prior period was £266.1m.

Strategic progress

Creating a pure marketplace business

In recent years, ProService's growth has been constrained by the capital intensity and legacy costs of owning and maintaining a hire fleet in THSC. This year we removed that constraint decisively and permanently. Under our Commercial Agreement, Speedy Hire replaced THSC as the main supplier of the range of hire equipment previously owned by the Group. Speedy Hire also invested in our business, taking a 9.99% shareholding as part of the arrangements, a meaningful signal of confidence in our value growth drivers. The new arrangements facilitated and required the disposal of THSC, completing our pivot from asset ownership. Together, the effect of these actions is transformative for the Group. We have removed capital intensity, operational complexity and financial liabilities that had weighed on our business for years. For the first time ProService is a genuine standalone marketplace, technology-led, asset-light and scalable. The disposal of THSC and the mobilisation of the Speedy Hire Commercial Agreement were complex undertakings, and ones that management has executed with skill and determination. Tom will go into more detail on the Group's transition in his Chief Executive Officer's Review.

A market-leading Training business

I am encouraged by the progress our Training business has made this year. We now report it as a segment in its own right, reflecting both its distinct economics and the strength of its proposition. HSS Training holds the number one market position in each of its core safety-training disciplines, underpinned by demand that is largely non-discretionary (driven by regulation) - a genuinely market-leading proposition in a highly fragmented sector.

A challenging market, a stronger foundation

The broader UK construction market remained difficult throughout the year, and we do not expect that to change materially in the near term. Against that backdrop, the refinancing completed in July 2026 - up to £25.0m of Convertible Loan Notes and a £35.0m asset-based lending facility, which together repaid our previous Senior Facilities Agreement - has given us a stability we did not have 12 months ago, removing the uncertainty of an approaching debt maturity. Our sales team, where possible, prioritise activity on buyer segments more insulated from short-term economic shocks, so that we build durable revenue irrespective of short-term market challenges.

None of this would have been possible without the clear-sighted navigation of my fellow Board members through a demanding period of change, nor without the exceptional efforts of management and colleagues, who have delivered a genuine transformation of this business in 18 months while continuing to serve buyers and sellers every day. I would like to thank my fellow Board members and, on their behalf, I want to extend that thank you to all our colleagues. We enter the new financial year with our transformation complete and our financing secure. The market remains challenging, but I am confident that HSS ProService is well placed to navigate it.

Refinancing

Subsequent to the year-end, the Group successfully refinanced its existing term loan and revolving credit facility (RCF) with new facilities, comprising an asset-backed lending facility of £35.0m (secured against the Group's trade receivables) and a convertible loan note for £25.0m from one of the Group's shareholders, Ravensworth (see note 21 for more details).

The additional liquidity this has created will be instrumental to the Group in delivering on its strategic objectives for FY27 and the new facilities are expected to reduce the Group's short term cash outflows from financing, allowing for the use of additional operational cash inflows.

Other developments

Our board

This year has seen considerable change across the business, and that has been reflected in changes at Board level. With the strategy he set out to deliver complete, Steve Ashmore stepped down from his role as Executive Chairman of ProService on completion of the Speedy and THSC transactions in November 2025. On behalf of the Board, I would like to thank Steve for his significant contribution to the Group - which has been truly transformed under his leadership.

Tom Shorten was appointed to the PLC Board in January 2026 and holds the role of Group CEO and Executive Director. Tom has been with the business since 2017, joining originally as Chief Commercial Officer. Tom has been the driving force behind the marketplace business the Group has become and was CEO of the ProService division prior to his Board appointment.

I would also like to thank Richard Jones, who joined us as interim CFO in 2024 and stepped down from the Board in January 2026, having helped steer the Group through separation. He was replaced in January 2026 by Greig Thomas who became Group CFO. Greig has been with the Group since 2018 holding several senior Finance positions, prior to which he has significant experience in senior financial roles across multiple sectors.

Our experienced Board continues to support a strong management team with execution of the marketplace strategy, complemented by progress in other areas such as ESG, technology development and talent management.

Dividend

As in the prior year, the Board has decided not to declare a final dividend for the period ended 31 March 2026. Capital has been prioritised to fund the transformation of the Group over the next 12 months, and we look forward to revisiting this position as the business continues to strengthen.

Current Trading

Since the year-end, trading has shown significant momentum, in spite of the challenging macroeconomic backdrop. Revenue and Gross profit to the end of July are up 20% year-on-year, supported by ongoing growth from the Speedy Customer Solutions business and the accretive nature of the Speedy Hire supply arrangements.

Underlying EBITDA performance has been profitable from May 2026, up by approximately 10% year-on-year, with average Underlying EBITDA in June and July annualising to around £9.0m - well on the way to deliver previous management guidance of between £9m and £12m.

Outlook

The Board has developed the Group's three new strategic pillars - transform the marketplace experience, sell the full proposition and to drive profitable growth - the foundation for sustainable growth and long-term shareholder value. The Group's four near-term strategic initiatives have been mapped directly against these three pillars to ensure that our ambitions for FY27 align with our long-term strategic aims.

To deliver our strategy, following a successful refinancing exercise after the year end, the Group has increased its available liquidity and with the divestment of the THSC business during the period, is able for the first time to fully deploy that capital for the benefit of the marketplace proposition.

We are confident that FY27 will be a transformational year. Leveraging Artificial Intelligence (AI) and introducing a new ERP solution in FY27 represent significant steps forward, and we expect these improvements to deliver significant value to our customers, suppliers, colleagues and shareholders.

 

Alan Peterson OBE

Chairman

7 September 2026

 

Our Strategy

Creating the Undisputed Leading Marketplace for Building Services

Our vision is to become the undisputed marketplace for building services in Europe - aggregating buyers and sellers across a broad range of products and services. As Amazon transformed retail, we intend to do the same for the building services sector.

Our mission is to make it simple and seamless for buyers to hire and purchase everything they need: hundreds of specialist sellers, accessible in one place, with one account, and with the rapid service, instant visibility and full control that buyers expect. The past year was about putting the platform in place to deliver that mission. This year, our priority is to demonstrate the value and potential of what we have built, running the business with discipline, driving efficiency and customer service that will transform the user experience and generating profitable, durable growth.

Where we started the year

ProService entered the period carrying (via the internal transfer price for Hire) the legacy costs and capital intensity of the equipment-hire model we have been moving away from for several years. Ahead of us was the challenge of a debt structure that needed refinancing ahead of its September 2026 maturity. Both issues have now been fully addressed (with refinancing complete after the year-end).

The transformation to a pure-play marketplace model - bringing hire, resale, fuel, materials and training together on a single platform, and welcoming Speedy Hire as a key marketplace seller - is complete. At the same time, Speedy became our largest customer and an investor in our business, taking a 9.99% stake.

Separately, on 20 July 2026 the Group completed a refinancing comprising £25.0m of Convertible Loan Notes and a £35.0m asset-backed lending facility, the proceeds of which repaid the £37.9m outstanding under our previous Senior Facilities Agreement at the point of repayment.

Completion of the arrangements with Speedy Hire, the disposal of THSC and the refinancing have removed the largest sources of uncertainty that have weighed on the business. We now have a stable base from which to execute our strategy with confidence.

Our three strategic pillars

1. Transform the Marketplace Experience

Put clear water between ProService and the rest of the building services sector, which remains characterised by heavy admin and slow response times. We will win on speed, simplicity and reliability, providing rapid, right-first time service every time and offering full visibility of order details, all in one place.

We will drive productivity and efficiency into every part of the buyer and seller journey - removing manual administration, unnecessary steps and delay wherever they occur. The experience of transacting with ProService should be materially faster and lower-effort than anywhere else in the market.

2. Sell the Full Proposition

Grow the range of products and services buyers can access through a single ProService account - hire, resale, fuel, materials and training - so that a greater share of each buyer's spend is captured on the platform.

Expand specialist seller participation on the marketplace, widening the categories available without ProService itself needing to hold the asset.

3. Drive Profitable Growth

Leverage our transformed marketplace experience to grow transaction volume and margin, using the balance sheet strength created by the July 2026 refinancing to support that growth.

Hold discipline on pricing, cost control and cash while transformation and refinancing costs are paid off and fall away from recurring cash flows, prioritising cash generation and deleveraging.

FY27 strategic initiatives

Four projects have been prioritised for FY27, each mapped to one or more of the three pillars:

1. Project Sync

Sync applies AI and automation to our operational processes to make customer service faster, more responsive and more accurate, while improving productivity and efficiency across the business.

Over time, a more efficient operating model also supports a stronger cash position - but the aim we are prioritising, is a better and more consistent service for buyers.

2. Supply Chain

Led by our newly appointed Supply Chain Director, bringing experience from Amazon, this project aims to:

- use our increased scale and enhanced operating model to negotiate better commercial terms and improved service levels from sellers.

- make the marketplace an easier and lower-cost route to market for sellers, so that ProService becomes their platform of choice, with better pricing and service following as a result; and

- bring sellers closer to buyers, so that order information flows through to us - and, in turn, to the buyers we serve - more quickly and more consistently.

3. ERP

As we wind down the remaining Transitional Services Agreement obligations from the THSC relationship, we are implementing a new ERP system, NetSuite, in place of legacy platforms.

By joining up our front-end proposition with a modern back end, we intend to transform our finance, commercial and operational processes, delivering best-in-class seller and buyer experience from account set-up through to invoicing and payment, and giving the business a single source of truth across our commercial, operations and finance teams.

4. Revenue growth

This project includes a series of sales initiatives:

- maximising the benefit of our Commercial Agreement with Speedy Hire, fulfilling all its customers' rehire and resale requirements, to deliver top line growth

- grow share of wallet with existing buyers, focusing on segments that are insulated from short term economic headwinds, supported by the enhanced offering from Project Sync.

- win new buyers from competitors on the strength of our differentiated proposition.

- generate reciprocal revenue from sellers, reflecting our increased scale in the market.

- launch a loyalty programme for B2C and small trade buyers via hss.com.

- enter new product verticals - next, the introduction of a Testing, Inspection and Certification vertical in FY27, with Speedy's Lloyds British business as a seller.

 

What this means for shareholders

Having completed the transformation to a marketplace model and refinanced our existing debt, our task now is to prove out the economics of that model against the three pillars above: a better marketplace experience, a fuller proposition per buyer, and the resulting profitable growth. We believe this is the right sequencing - secure the differentiated proposition, sell the full range of products and grow from a position of strength - and it is the basis on which we ask shareholders to judge our progress over the year ahead.

"I am confident that the strategic pillars and underpinning initiatives outlined by Management will deliver revenue growth and set up the foundations for strong financial performance in subsequent years"

Alan Peterson OBE, Chairman

 

 

Strategic initiatives: A closer look

Strategic initiative: Project Sync

Project Sync is at the heart of transforming our marketplace proposition: applying AI and automation to rapidly improve the buyer experience.

The opportunity

Today, too many buyer enquiries take longer than they should to resolve. Responses are handled sequentially rather than in parallel, are not consistently prioritised, and can depend on a single person having the right information to hand.

The result is delay, weaker conversion, and a buyer experience that can feel the same as the rest of the market. We believe that there is an incredible opportunity to offer fundamentally better experience in the building services market, primarily for buyers but also sellers.

We are in a strong position to reap the benefits of AI thanks to our modern, scalable platform, further enabled by our data architecture.

What we're doing

-  Putting AI and automation at the heart of our operating systems, to improve the experience for all users: buyers, sellers and colleagues.

-  Improving information capture from sellers so that we can provide better visibility to buyers, faster response and ultimately better conversion.

-  Prioritising workload by factors such as value, urgency and buyer sentiment, improving buyer service and conversion rates.

-  Providing full visibility of workflow across the business.

 

The benefits we expect

-  A more productive and efficient operation, as automation replaces slow and manual processes.

-  An immediate revenue benefit from better conversion rates and fewer service credits.

-  A longer-term revenue benefit as the enhanced proposition drives more business in.

-  Faster cash collection, as quicker, more accurate order management and resolution of queries remove common causes of payment delay.

These tools will never entirely replace our colleagues' good judgement, but they will give our teams time back to exercise that judgement better, freeing them from simple repetitive tasks so they can add more value.

Put simply, putting AI at the core of how we operate builds a lasting advantage around our marketplace proposition.

 

Strategic initiatives: A closer look

 

Strategic initiative: Supply Chain

Our Supply Chain project is about extracting more value from our seller relationships across five dimensions, so that buyers, sellers and ProService all benefit.

The opportunity

As a marketplace, the strength of our seller base determines what we can offer buyers. Historically, availability of the right products from the right sellers has been inconsistent, service levels have varied and commercial terms have not always reflected our position in the market. In addition, the experience for sellers of working with us has had room to improve, and we have lacked the data and shared goals needed to manage seller performance consistently.

What we're doing

-  Availability - working with sellers to ensure the right products are consistently available to meet buyer demand.

-  Service - raising the quality and consistency of service that sellers provide, and that buyers in turn experience.

-  Commercials - using our increased scale to negotiate improved rates and rebates, so we can better serve buyers, while achieving the lowest cost route-to-market for sellers.

-  Ecosystem - making the marketplace a more attractive experience for sellers and building reciprocal commercial arrangements as that relationship strengthens.

-  Data and insights - aligning goals and routines with key sellers, underpinned by shared data, so performance can be actively managed and buyers have full visibility of order status.

The benefits we expect

-  Better product availability and faster, more reliable order information flowing through to buyers.

-  Improved commercial terms - better pricing, service levels and rebates - reflected in stronger marketplace margins.

-  Reciprocal revenue from sellers, and a seller base that increasingly sees ProService as its platform of choice.

-  A more consistent, data-led way of managing seller performance, reducing variability in buyer experience.

 

Chief Executive Officer's Review

This year marked a genuine transformation for ProService, as we completed our move to a pure marketplace model.

The separation from THSC and the mobilisation of the Speedy Hire agreement demanded real dedication from the management team and colleagues across the business, and the sheer scale and complexity of that mobilisation brought its share of operational challenges along the way.

I am genuinely proud of what the team delivered - and now that this transformation is behind us, I am even more focused on the opportunity this presents.

Our exit from legacy hire

The centrepiece of the year was our agreement with Speedy Hire, announced in October 2025 and completed the following month, under which we became the exclusive supplier of new rehire, resale and training to Speedy Hire's customers. Speedy Hire became a key supplier for the range of equipment the Group previously owned as well as providing access to its full fleet, enhancing availability. At the same time, Speedy Hire became an investor, taking a 9.99% stake in the Group.

Alongside the new arrangements with Speedy Hire, we completed the disposal of THSC, our legacy hire business. Together, these transactions were exactly what we needed to fully unlock the marketplace proposition, widening our buyer base, removing capital intensity from our business, and creating increased focus on our marketplace model.

Operationally, this was the most complex mobilisation this business has undertaken, and we believe, the largest and most complex mobilisation of hire contracts the UK market has seen separating and re-platforming people, property, technology and assets simultaneously, at pace.

In under six months we planned and delivered the novation of more than 300,000 pieces of equipment from THSC to Speedy Hire. We also welcomed colleagues from Speedy Hire and built a new Speedy Hire Customer Solutions team of around 90 colleagues to service the Speedy Hire rehire and resale requirements.

As part of the separation, we agreed to provide transitional services to THSC under a Transitional Services Agreement, so its own separation and stand-up under new ownership was not disrupted by ours.

A mobilisation of this scale does not happen without friction. Through the winter, standing up new processes, systems and an operating rhythm was, at times, distracting for the organisation and this showed in our service metrics and conversion rates - we let some customers down, for which I am sorry.

The root causes are understood and largely resolved: Speedy Hire acceptance and abort rates are now within the range of original expectations, our teams have adapted to new ways of working, and several technology integrations between our platform and Speedy's systems are now in place, with revenue growing steadily and margin developing as expected.

There is more to do to fully embed the new processes and maximise the value for both parties, but the hardest part is behind us.

Leading through change

Transformation on this scale is, first and foremost, a test of leadership and culture, not just of systems and contracts. We have worked hard to communicate with our people authentically, particularly when the mobilisation was at its most disruptive, because colleagues cope better with difficult change when they understand why it is happening. Our employee engagement scores this year were 59%, down from 76% last year and are reflective of the level of change and disruption the business has experienced. We have taken steps to address key feedback and continue to do so.

Following the significant changes to our business, I felt it was important to reset our company and colleague values, which follow the pattern of 'We are…' PROgress Makers, PROfessionals, PROblem Solvers and PROud. These were created not from the boardroom but directly from workshops with colleagues across the business, giving every team a shared language for the behaviours we expect of each other.

We have backed this with a more disciplined approach to managing performance: quarterly performance and behaviour ratings now feed directly into promotion, development and reward decisions, probation periods have been shortened, and we have invested in development programmes for our managers and mandatory performance-management training for those who lead others.

Refinancing

In July 2026 we successfully refinanced our debt facilities, required because our previous arrangements were approaching maturity (September 2026).

Completion of the refinancing gives us a debt structure better suited to growing the marketplace business and removes a source of uncertainty for all stakeholders and gives us headroom to invest in our priority projects. Completing this exercise removes the second big distraction of the year, and with it, the last piece of unfinished business standing between management and a complete focus on running the marketplace itself.

Training: Building on Market Leadership

HSS Training delivers over 78,000 training seats a year across more than 400 accredited courses, through more than 60 delivery locations and over 70 in-house trainers, serving customers from construction, infrastructure, utilities, logistics and facilities management - from SMEs through to enterprise accounts including Mitie, KPMG, Tesco, CBRE and Equans.

The business holds the number one market position across IPAF, PASMA and Ladder Association training, where our share is strongest. It's a highly fragmented market of some 12,000 providers. Much of this demand is non-discretionary, driven by mandatory recertification cycles, giving a genuinely resilient, recurring revenue base.

Reflecting the significance of this business, we have taken the decision to report Training as a segment in its own right.
 

Our three strategic pillars

With THSC and the Speedy Hire mobilisation largely behind us, and our financing settled, management's attention is, for the first time in a long while, entirely free to focus on running and growing the marketplace itself. Everything we do this year maps to one of three strategic pillars.

Transforming the Marketplace Experience is where significant management time is being invested, because it is fundamental to our growth aspirations. Applying AI and automation to how we operate gives us a genuine chance to put clear water between ProService and the rest of the market on speed, consistency and service - in a way a traditional hire competitor, still running on manual processes, will find very difficult to replicate. The opportunity to build that kind of structural advantage into how buyers and sellers experience us every day is one of the most compelling in front of us.

Selling the Full Proposition is about ensuring buyers see the breadth of what we now offer - hire, resale, fuel and materials - through a single ProService account with Testing, Inspection and Certification to follow, alongside a complementary offering from our Training business. Reflecting the significance of this business, we have taken the decision to report Training as a segment in its own right. A key enabler to this strategic pillar is ensuring that our growing seller base keeps widening what is available without ProService ever having to hold the asset. Every product vertical we add and every seller we bring on makes the marketplace more valuable to everyone already using it, and that compounding effect is exactly the dynamic we set out to build.

Driving Profitable Growth is the pillar that turns the other two into results for shareholders: using the balance sheet strength from our refinancing to fund growth, while holding firm discipline on pricing, cost control and capital allocation as transformation and refinancing costs are paid off and fall away from recurring cash flows.

The market remains challenging, and a small number of further mobilisation challenges are expected as we finish embedding the changes of the past year. But with the THSC disposal and refinancing now behind us, I have never had more clarity about the plan in front of us, nor more confidence that these three pillars, single-mindedly pursued, will deliver the growth and performance we have set out to achieve.

Spotlight on the Speedy Commercial Relationship

"A landmark agreement, successfully brought to life"

Key elements of the Commercial Agreement:

-    Speedy Hire commits to procure its customers' rehire requirements, and certain of its resale requirements, through the ProService platform

-    Speedy Hire commits to procure all its customers' training requirements from ProService's training division

-    Speedy Hire becomes a key supplier to ProService, with a right-of-first refusal on the hire of small tools and equipment - improving net margins on this product category compared with those previously achieved with THSC

The Speedy Hire agreement is one of the most complex mobilisations this business has undertaken - and it has been delivered. In under six months, more than 300,000 pieces of equipment were novated from THSC to Speedy Hire. Around 100 colleagues transferred from Speedy Hire to ProService under TUPE, joining our Training business and a new Speedy Hire Customer Solutions operation built at our head office at Think Park.

Several complex technology integrations were needed to ensure a smooth user experience and data integrity - these are now largely in place.

The agreement does more than remove legacy hire from our model - it opens access to a materially larger customer base and widens the range available on our platform, strengthening our proposition for every one of our buyers and sellers.

In addition to increasing our customer base, the agreement also broadens our sector exposure. Historically, we have been more exposed to repair, maintenance and facilities management customers. The Speedy Hire agreement increases our exposure to infrastructure and new build contractors, strengthening our sector diversification.

Bringing a transformation of this scale and complexity to life, on this timeline, is a clear demonstration of management's ability to execute - not just plan.

We look forward to leveraging the full potential of this Commercial Agreement in the years ahead, and we want to thank our colleagues and the team at Speedy Hire for their dedication and hard work throughout this mobilisation.

 

Tom SHorten

Chief Executive Officer

 

Chief Financial Officer Review

Financial highlights

In the current year, the Group completed its strategic aim of transitioning to a true marketplace business. The Group achieved this by entering into new arrangements with Speedy Hire, allowing the divestment of its remaining hire stock business, THSC, with HSS Hire Ireland, having been disposed of earlier in the year.

The disposal of HSS Hire Ireland, which had been held for sale at the end of the previous period, generated net proceeds of £20.8m for the Group. These funds were primarily used to make a repayment against the Group's term loan of £17.6m.

As noted above, the disposal of THSC was completed in conjunction with entering into a new Commercial Agreement with Speedy Hire, which became the primary supplier to the ProService business. Total investment in the Group from Speedy Hire of £35.3m was used in part to facilitate the disposal of THSC which was sold with a £26m restructuring dowry.

Following the disposal, the Group has been focusing on the integration of Speedy Hire into its supply chain and providing customers with the broadest possible offering of hire equipment, training and related services.

The Group expects FY27 to be a year of transformation, as the full benefit of the Speedy Hire arrangements is realised and leveraging new technologies to optimise our business. This includes the implementation of a new ERP solution and incorporation of AI across all areas of our business to accelerate the pace of development and further strengthen our customer proposition.

Revenue

Group revenue for FY26 was £248.1m (FY25: £362.8m). This movement is impacted by the prior 15-month period being compared against 12 months in the current year.

Revenues compared to the prior year on a last twelve months (LTM) basis also decreased, with £282.1m in the prior year representing a decrease of approximately 12.1%. This reduction reflects a combination of factors, including the loss of a significant contract with Amey, difficult market conditions continuing in the current year and strategic focus being directed towards the separation and mobilisation efforts which had a knock-on impact on the Group's revenue levels.

Group revenue is one of our KPIs as, combined with estimates of market size and growth rates, it provides us with a measure of our market share. Pro's revenue recognition accounting policy includes the judgment that some of the Group's contracts with customers contain leases and accordingly are within the scope of IFRS 16 Leases.

Segmental performance

Highlights from the Group's segments are shown below, all presented on a continuing basis.

Year ended 31 March 2026	ProService	Training	Corporate	Total
Revenue	£224.2m	£23.9m	-	£248.1m
Underlying EBITDA	(£0.3m)	£2.2m	(£2.3m)	(£0.4m)
Underlying EBITA	(£1.6m)	£1.4m	(£2.3m)	(£2.5m)

 

15-month period ended 31 March 2025	ProService	Training	Corporate	Total
Revenue	£334.2m	£28.6m	-	£362.8m
Underlying EBITDA	£11.4m	£4.2m	(£3.1m)	£12.5m
Underlying EBITA	£9.8m	£3.5m	(£3.1m)	£10.2m

All figures from the tables above, including additional narrative information, can be found within note 2 to the Consolidated Financial Statements.

 

 

Gross profit

Cost of sales were £198.5m (2025: £281.6m). Gross profit margin fell by 2.4% to 20.0% (2025: 22.4%), due to a change in revenue mix, as we grow our non-hire verticals, and, from November 2025, the addition of Speedy Hire Customer Solutions revenue on which the margin is shared with Speedy Hire.

Costs

Administrative expenses were £61.8m (2025: £72.5m), which includes non-underlying costs of £9.2m (2025: £1.7m).

The most significant factor in the decrease year-on-year is the 15-month period, however, on a pro-rata basis the Group's continuing administrative expenses are slightly above prior year levels, due mainly to planned additional headcount in the Group as a result of the Commercial Agreement.

Underlying EBITDA and Underlying EBITA

Continuing Underlying EBITDA for FY26 was a loss of £0.4m (FY25: £12.5m) with Continuing Underlying EBITDA margins close to zero given breakeven EBITDA performance (FY25 3.4%).

The reduction in EBITDA period on period is primarily caused by the increased costs relating to the separation, whereby the Group took on additional cost to manage the Speedy Customer Solutions revenue but with the associated revenue building more slowly than originally forecasted (see Spotlight on the Speedy arrangements), but also due to challenges mobilising Speedy which resulted in some lost revenue as well as rejected jobs being fulfilled on short notice and at significantly lower margin. On a Proforma basis, Underlying EBITDA was down £11.4m.

Our Training business delivered a resilient performance at £2.2m, down on the prior year (FY25 £4.2m) due to the extended period and the addition of room and kit charges previously absorbed elsewhere in the Group.

Continuing Underlying EBITA for FY26 was a loss of £2.5m (2025: profit of £10.2m), largely the drop through from the Underlying EBITDA variance

Operating loss and loss before tax

The Group generated an operating loss of £13.5m in FY26 (2025: profit of £6.5m). The result for the period is in part due to non-underlying items of £9.2m (see note 7 to the Consolidated Financial Statements), discussed in more detail in the next paragraph. On a continuing basis the loss before tax was £18.3m (2025: loss of £0.5m).

Non-underlying items

The Group uses alternative performance measures (APMs) as it believes they provide users of the Financial Statements a view of the underlying results, excluding the effects of items of income or expense which are not reflective of underlying trading performance. The table below shows the major categories of non-underlying items, disaggregated by their nature and value on a continuing basis for the current period (see note 4 for more information):

Year ended 31 March 2026
Costs relating to Group restructuring	£1.0m
ProService ERP and transformation	£0.7m
Commercial agreement costs	£6.6m
Refinancing costs	£0.9m
Non-underlying items - continuing	£9.2m

The most significant source of non-underlying items within continuing operations are legal and professional fees of £6.6m incurred in the period in connection with the Commercial Agreement with Speedy Hire and the disposal of THSC.

The Commercial Agreement and disposal of THSC were complex arrangements that occurred coterminously, with certain costs incurred that apply to both transactions and cannot easily be allocated in a meaningful way.

Unless incurred solely and explicitly in respect of the disposal, costs that apply to both transactions have been included within continuing operations.

Finance costs

The Group incurred finance costs in the period of £4.8m on a continuing basis (2025: £7.0m).

These costs relate primarily to the charges associated with the Group's senior finance facility which were £3.5m during the period (2025: £5.9m). The decrease is due to the elongated prior reporting period as well as the impact of repayments against the term loan made during the current year.

Taxation

The Group had a continuing tax credit for the year of £3.0m (2025: charge of £0.9m). This was driven by an increase in the recognition of deferred tax assets from losses in HSS ProService.

The total tax credit including discontinued operations was £1.1m, with a current tax charge of £0.1m (2025: charge of £0.7m) and a deferred tax credit of £1.2m (2025: £0.6m).

The decrease in the current tax charge in the period was due to the disposal of HSS Hire Ireland, which gave rise to the current and prior period charge as it had taxable profits in both periods but no loss offset available.

Deferred tax assets have been recognised to the extent that management considers it probable that tax losses will be utilised. In the current period a three-year (2025: three-year) recognition window has been applied.

Reported and underlying earnings per share

Our basic and diluted continuing earnings per share ("EPS"), on both a reported and underlying basis, reduced in the current period with reported EPS moving to a loss per share of 2.05p (2025: loss per share of 0.20p). This was driven by the increased underlying losses after tax in the current period, as well as the impact of £9.2m of non-underlying costs.

Reporting Segments

During the year, the Group began work on greater operational independence for its HSS Training business, including reflecting more information about this aspect of the business in Board Reporting. Accordingly, the Group separated out the HSS Training segment for the first time in these financial statements.

Capital expenditure

Additions to intangible assets during the period were £1.1m (2025: £3.6m). These mainly relate to investment in the Group's Brenda platform which continues to underpin the Group's marketplace. The reduction in capitalisation during the period is part of a gradual decrease in additions, driven by the maturity of the platform with spend less attributable to large new features. Although capitalisation may have decreased, the Group continues to devote significant capital to improving the platform the offering to our customers.

The Group's capital expenditure on property, plant and equipment has fallen significantly in the year with the disposal of THSC and HSS Hire Ireland. Additions going forward are expected to remain at a reduced level due to a marketplace-based operating model, which is inherently light in physical assets.

Trade and other receivables

Gross trade debtors increased slightly in the period, from £59.6m to £62.0m.

The change above includes balances associated with THSC in the prior year of £6.8m which, if adjusted, would be a prior period balance of £52.8m and an increase of £9.2m in the year.

This increase is most significantly due to increases in revenue within Q4, partly due to the managed rehire revenues as part of the Commercial Agreement with Speedy, which are on 60-day terms.

Provisions

Provisions reduced from £10.1m to £0.6m during the period. The vast majority of this reduction is driven by the disposal of THSC and Ireland during the year (£7.1m). The remaining decrease was driven by utilisation of provisions, most significantly payments against the onerous contract provision of £2.2m.

At 31 March 2026, the balance relates solely to the dilapidations provision in place for the Group's remaining property portfolio.

Cash generated from operations

Net cash generated from operating activities was an outflow of £16.7m, a decrease of £45.1m compared with the prior period.

The movement in operating cash flows was due to the higher gross profit business, THSC, in the prior year as well as the impact of the 15-month period.

The Group's investing cash flows for the year include net proceeds from business divestitures of £21.4m (2025: £20.3m). This includes £20.8m net proceeds from the disposal of Ireland and net cash of £0.6m from the disposal of THSC.

The Group's financing cash flows include proceeds from borrowings of £5.0m and proceeds from issue of shares to Speedy of £18.2m. Cash outflows from financing include the repayment of borrowings of £21.6m, resulting in a net repayment of the Group's borrowing facilities of £16.6m during the year.

Net debt

Net debt at the balance sheet date was £30.5m (2025: £97.6m) with access to £13.8m (2025: £58.3m) of combined liquidity from available cash and undrawn borrowing facilities.

The movement in the year is largely due to the business divestitures, which reduced balances for hire purchase and lease liabilities included in net debt by a total of £47.4m and supported the repayment of debt as noted above.

Subsequent to the balance sheet date, the Group successfully completed a refinancing exercise which provides the Group with flexible financing arrangements that will support short term liquidity and longer-term growth aspirations, see the post balance sheet note (note 21) for more details.

Going concern

Subsequent to the period end, on 20 July 2026, the Group completed its refinancing process, which saw the Group's £40.9m of term loan and RCF borrowings at the balance sheet date replaced by a new asset-backed lending (ABL) facility secured against the Group's trade receivables and a Convertible Loan Note (CLN).

These facilities in combination can provide the Group with up to £60.0m of liquidity when fully drawn, providing funding to support the Group's plans for transformation during FY27 and beyond.

As the Group has entered into the transformational new relationship with Speedy Hire, the Group has considered the impact of the material uncertainty in their financial statements in respect of going concern.

 

A number of downside scenarios were modelled and the Group has concluded that whilst there is no material uncertainty in respect of the Group's own going concern, in downside scenarios where Speedy Hire cease trading immediately as a result of a covenant breach, the Group would be in breach of its own liquidity covenant.

The Group believes the above scenario to be remote but nevertheless acknowledges that a material uncertainty exists exclusively in this respect.

Use of alternative performance measures to assess and monitor performance

In addition to the statutory figures reported in accordance with IFRS, we use APMs to assess the Group's ongoing performance. The main APMs we use are Underlying EBITDA, Underlying EBITA, Underlying earnings per share and Net debt. The Group has ceased reporting Net debt leverage in the current period as the Group's borrowing facilities no longer feature a leverage related covenant.

We believe that Underlying EBITDA, a widely used and reported metric amongst listed and private companies, presents a more comparable view of the Group's operating profitability for the year by excluding non-underlying costs, finance income and expenses, tax credits and charges and non-cash accounting elements such as depreciation and amortisation.

Additionally, analysts and investors assess our operating profitability using the Underlying EBITA metric, which treats depreciation charges as an operating cost.

Analysts and investors also assess our earnings per share using our Underlying earnings per share measure, calculated by dividing Underlying profit after tax by the weighted average number of shares in issue over the period. This approach aims to show the implied underlying earnings of the Group for shareholders.

In accordance with broader market practice, we comment on the amount of net debt in the business which the Group aligns to our lender definitions, including all external debt in the form of borrowings, accrued interest and lease liabilities, net of cash balances and excluding any debt issue costs. The Group uses this to provide the best view of long-term liquidity.

Discontinued operations

During the current period, the Group disposed of THSC and HSS Hire Ireland (which was classified as an asset held for sale at the end of the previous period). The Group presented these two segments as discontinued operations in accordance with the requirements of IFRS 5. In the prior period, the Group's Power segment is also included in discontinued operations.

As a result, the income statement and related notes to the accounts have been re-presented to show the results consistently on a continuing basis, which includes restating certain comparatives. The results of discontinued operations including the result on disposal were £21.5m in the current year (2025: loss of £128.3m). See note 19 for more details.

Post balance sheet events

Repayment of borrowings

Subsequent to the year-end, on 1 June 2026, the Group made a repayment of £3.0m against the Group's term loan facility using the proceeds from the Commercial Agreement with Speedy Hire. Including the revolving credit facility, the Group's debt balances following the repayment were £37.6m excluding debt issue costs.

Refinancing activities

The Group's existing Senior Facilities Agreement, entered into on 9 November 2021 was due to mature on 30 September 2026. Subsequent to the repayment discussed above, the amortised cost of this liability was £37.6m. On 29 June 2026 the Group announced a proposed refinancing of its existing borrowings balances, which comprised:

-  up to £25,000,000 floating rate secured CLN due 2031 to Ravensworth (International) Limited ("Ravensworth"); and

-  a new £35,000,000 ABL revolving credit facility with Leumi UK Group Limited, available to be drawn by HSS ProService Limited.

The proceeds of this refinancing transaction were used to extinguish the existing financing facilities discussed above, as well as provide additional working capital for the Group.

The two transactions were interdependent and completed simultaneously on 20 July 2026. See note 21 for more details.

 

 

 

 

 

Greig Thomas

Chief Financial Officer

7 September 2026

 

RISK MANAGEMENT

MANAGING RISK AND UNCERTAINTY

 

"We have redesigned our principal risk register to align with our standalone, asset-light marketplace model, ensuring our principal risks directly support the successful delivery of our strategy."

 

Matt Adams

Group Managing Director

Risk management supports ProService's strategy to build the undisputed marketplace for building services. Our asset-light, technology-led model creates opportunities for scalable growth but increases reliance on sellers, data, technology and successful change. Risk is therefore considered in strategic planning, investment and day-to-day decisions. The framework identifies and manages material threats and opportunities, protects stakeholders and supports informed risk-taking. It manages rather than eliminates risk and provides reasonable, not absolute, assurance.

Ownership and accountability

The Board sets the strategy and risk appetite and has overall responsibility for maintaining and reviewing the effectiveness of risk management and internal control. The Audit Committee supports the Board by reviewing the principal risk position, challenging management's assessments and actions, considering assurance findings and requesting further analysis where required. The Leadership Team is responsible for day-to-day risk management and for ensuring that material exposures are considered alongside performance and strategic delivery. Each of the eight principal risks has an Executive owner accountable for the assessment, control environment and agreed actions.

Functional leaders and programme sponsors operate controls, monitor indicators and incidents, maintain supporting evidence and escalate material changes. All colleagues are expected to work within delegated authority, follow policies and raise concerns promptly. Our values support open challenge, accountability and prompt escalation.

Identification, assessment and risk appetite

Principal and emerging risks are identified from strategic planning, market and competitor intelligence, monthly performance reporting, incidents and complaints, buyer and seller feedback, legal and regulatory developments, technology and cyber monitoring, major programmes and assurance activity. Management considers the potential impact, likelihood and velocity of each risk before and after existing controls, producing gross and residual ratings.

Assessments also consider dependencies, the time horizon over which a risk may crystallise and the potential effect on strategy, buyers, colleagues, sellers, reputation, liquidity and compliance. Residual exposure is compared with the Board's risk appetite. Where exposure is outside appetite, or where the direction or nature of a risk changes materially, owners are required to define further controls, actions, assurance or escalation. Assessments are re-based where the business model, scope or underlying exposure changes.

Monitoring, reporting and escalation

Risk owners monitor key indicators, incidents, control performance and action delivery through Leadership Team reviews, monthly Board and management reporting, specialist forums and programme governance. Material changes are escalated to the relevant Executive owner and, where appropriate, to the Board or Audit Committee outside the normal reporting cycle. The consolidated register brings these inputs together so that changes in exposure, control effectiveness and delivery dependencies can be considered consistently across the portfolio.

A defined quarterly principal risk cycle has been established for the Leadership Team, Board and Audit Committee, supported by named ownership, evidence requirements and tracked actions. Significant events remain subject to immediate escalation.

How we manage risk

We use a Three Lines Model to clarify risk ownership, specialist oversight and independent assurance. The lines describe roles, not separate organisational barriers, and work together through reporting and escalation.

The First Line of Defence	Functions that own and manage risk.
The Second Line of Defence	Functions that oversee or specialise in specific risk such as Health, Safety, Environment and Quality (HSEQ), Supply Chain Auditors, Performance Reporting, and Control Risk Self-Assessment (CRSA) audits undertaken by regional management.
The Third Line of Defence	Functions that provide independent assurance, in the HSS case primarily Internal Audit.Self-Assessment (CRSA) audits undertaken by regional management.

 

The Board and Audit Committee use management reporting and assurance findings to assess whether risks are being managed within appetite. Assurance is targeted according to risk and materiality, with findings assigned to owners and tracked to completion.

Operational supplier auditing remains within the first line; independent review of its coverage, quality, findings and remediation is being strengthened.

Business separation and risk-register transition

FY26 completed ProService's transition from an asset-owning hire group to a standalone, asset-light marketplace. The Speedy supply agreement and disposal of THSC on 17 November 2025 fundamentally changed the business model and risk profile. The principal risk register was therefore redesigned for the standalone marketplace, rather than carrying forward the former Group register.

Eight principal risks were established covering the new model, including reliance on sellers and supply-chain performance, technology and data, standalone funding, people and capability, and transformation delivery. The former 11 Group risks were reviewed as a completeness check, retaining or reframing relevant exposures and removing asset-heavy risks no longer applicable.

Throughout the transition, underlying risks continued to be managed through Leadership Team oversight, monthly Board reporting, functional controls and project governance. However, the normal frequency for consolidated risk-register reporting to the Audit Committee was not maintained between the July and December 2025 review points. The standalone register was first presented in December 2025 and management subsequently completed an evidence-based close-out at 31 March 2026.

The Board and Audit Committee reviewed, challenged and approved the closing principal risk position post year end. It concluded that the close-out appropriately reflected the principal risks facing the business and did not identify an omitted or unmanaged principal risk or a material control failure affecting the closing assessment. The reporting interruption was recognised separately; a normalised quarterly cycle, ownership and evidence requirements are now in place for FY27.

 

FY26 risk management developments

FY26 was a year of significant change. Risk management evolved from a Group framework designed around an asset-owning hire model to a standalone framework aligned to ProService's asset-light marketplace. Throughout the transition, material risks were managed through Board and Leadership Team reporting, functional controls, programme governance and assurance. The standalone register was formalised during the year, and the evidence-based year-end close-out was approved by the Board after year end.

Standalone risk framework - Established eight marketplace-aligned principal risks with named Executive owners, appetite, velocity, gross and residual ratings, evidence and tracked actions.

Separation and mobilisation - Used cross-functional governance, daily cutover controls and escalation to manage the Speedy mobilisation, THSC disposal, TSA dependencies and associated integration and onboarding challenges.

Year-end close-out - Consolidated risk data, Board reporting, incidents, project records and control evidence; no omitted or unmanaged principal risk was identified.

Technology and data assurance - Achieved ISO 27001 certification, moved the full Microsoft 365 tenant into a new, fully cloud-based E5 environment, and strengthened cyber monitoring, access controls and Data Governance.

Seller and operational controls - Expanded supplier-audit capacity, improved complaints and service insight and strengthened joint performance management with Speedy and other key sellers.

People and change - Supported TUPE, organisation change and onboarding of more than 85 colleagues and worked with external specialists and colleagues to redesign ProService's values from the bottom up.

Sustainability and compliance - Maintained legal, governance, fraud, whistleblowing and HSEQ controls, used external ESG support and increased focus on seller due diligence and independent challenge.

FY27 risk management focus areas

With the marketplace model established and refinancing completed after year end, FY27 moves from redesign to disciplined operation. The priority is timely visibility for the Leadership Team, Board and Audit Committee over changes in exposure, control effectiveness and delivery dependencies. Risk management will support the FY27 priority projects-Project Sync, Supply Chain, ERP and Revenue Growth-and the three strategic pillars: Transform the Marketplace Experience, Sell the Full Proposition and Drive Profitable Growth.

Quarterly risk governance - Operate a defined quarterly cycle with evidence standards, tracked actions, targeted deep dives, Board and Audit Committee challenge and immediate escalation.

Portfolio and benefits assurance - Use one prioritised roadmap across the strategic portfolio, with accountable sponsors, stage gates, dependencies, capacity and Finance-led benefits validation.

Financial resilience - Monitor the new funding structure, liquidity and covenants; strengthen forecasting, working capital, cash conversion and timely response to plan variances.

Seller quality and assurance - Launch the seller compliance portal, embed risk-based supplier audit and independent challenge, improve service and compliance data, and strengthen HSEQ, ESG and corrective action.

Technology, data and cyber - Progress towards a 100% cloud-based estate, implement ERP integrations, reduce legacy and TSA dependencies, and complete priority security, data and AI-readiness actions.

People and change - Sequence organisation and workforce change with system readiness, protect critical capability and measure communication, training, adoption, engagement and wellbeing.

Marketplace-aligned climate and ESG - Align climate and ESG governance, targets, reporting and evidence to the marketplace model; refresh climate risk and SBTi plans; strengthen seller sustainability data and due diligence.

 

 

 

PRINCIPAL RISKS AND UNCERTAINTIES
Key - Movement      No movement: = Up: ↑       Down: ↓
Key risk		Description and impact		How we mitigate		What we have done in FY24/25
1.  Sustainability & Climate Change Movement Owner: Matt Adams Group Managing Director		Failure to identify and manage climate-related risks, maintain credible net zero and sustainability commitments, obtain reliable seller ESG evidence or demonstrate community impact could weaken stakeholder confidence and limit our ability to trade. It could reduce revenue, damage reputation, deter colleagues and sellers and reduce investor confidence.		Board and Leadership Team oversight is supported by a dedicated Sustainability function and the inclusion of climate and ESG matters within the principal risk framework. The annual ESG inventory, Climate-related Financial Disclosures (CFD) and KPI reporting provide the evidence base for monitoring emissions, energy, waste, social value and progress against commitments. Climate-risk assessment and transition planning inform priorities. External specialist support and recognised assessments, including Sustainable Advantage, EcoVadis and CDP, inform management's review and improvement activity. Marketplace tools, including customer carbon reporting and Greener Alternatives, support buyer decision-making. Seller onboarding, compliance checks and audit activity incorporate ESG requirements and provide routes for evidence, findings and material issues to be escalated.		Completed the annual ESG inventory for ARA reporting. Further performance, metrics and priorities will be set out in the ESG Impact Report planned for Q2 FY26/27. Thrive social value impact-reporting software recorded in excess of £237.0m of social value generated through our supply chain. Management continued to use its marketplace-aligned Climate Risk Register (CRR) throughout FY26. We will continue to work with Sustainable Advantage to identify emerging climate-related risks and issues that may affect the business and ensure the CRR remains current and appropriate. Management assessed that separation would create changes materially above the SBTi's ±5% reassessment threshold. FY27 actions cover the climate-risk refresh, standalone data, marketplace greenhouse gas (GHG) inventory, revised targets and stronger seller evidence.
2.  Strategy Movement Owner: Steve Gaskell Group Strategy Director		Failure to adapt and embed the strategy, respond to market and competitor change, or manage material delivery and partnership dependencies could weaken competitiveness and long-term sustainable value. Poor execution could reduce revenue, margin, cash generation and stakeholder confidence.		Board-approved strategy and financial plans set priorities, investment and expected outcomes around the three strategic pillars. The Board and Leadership Team review trading performance, market conditions, buyer and seller insight, strategic dependencies and delivery risks. A prioritised portfolio assigns Executive sponsors, programme governance, stage gates, resources and tracked actions to material initiatives. Joint governance with Speedy supports commercial, service and technology dependencies, with issues escalated through agreed management routes. Finance reviews forecasts, investment and benefits so that revenue, margin, cash and productivity assumptions are tested and tracked. The portfolio spans Hire, Training and wider marketplace verticals, providing diversification across propositions and buyer segments.		Continued marketplace investment, diversification and growth through Fuel, Equipment Sales and Training alongside progressing confidential separation planning. Completed the Speedy agreement and THSC disposal on 17 November 2025, establishing ProService as a standalone, asset-light marketplace and clarifying the strategic direction to all our stakeholders. Established targeted retention activity for key buyer revenue and strengthened commercial leadership. Advanced the Project Sync discovery phase, restarted NetSuite mobilisation and brought the FY27 plan together around Transform the Marketplace Experience, Sell the Full Proposition and Drive Profitable Growth. Integration challenges with Speedy meant technology delivery did not progress as planned in Q4, increasing execution risk. Residual risk therefore closed unchanged, with joint planning and oversight continuing.
3.  Financial Movement Owner: Greig Thomas Chief Financial Officer		Insufficient funding or liquidity, weak trading performance, poor working-capital or finance-process control, buyer default, tax exposure or fraud could affect ProService's stability, compliance and ability to invest. These risks could reduce cash, margin and stakeholder confidence.		Board-approved budgets and forecasts are supported by financial and operational reporting, scenario analysis and early corrective action. Finance monitors liquidity, cash flow, net debt, covenant headroom and the funding structure. Credit assessment, limits, collections, dispute management and bad-debt monitoring manage buyer exposure and overdue balances. Purchase-to-pay, invoicing, seller reconciliation and delegated-authority controls support accurate transactions and cash conversion. Treasury, tax, fraud-prevention and financial-reporting responsibilities are assigned to specialist teams, with internal and external review where required. Finance reviews strategic-project costs and benefits to test delivery of margin, cash and productivity improvements and identify overlap between initiatives.		Maintained treasury, reporting, credit-control and cash-management processes through weaker demand, revenue and EBITDA underperformance and working-capital pressure.   Supported the separation through controlled financial, treasury, tax and reporting activity. The standalone structure reduced debt and provided greater clarity, while externalised balances, seller disputes and deferred obligations required active management.   Liquidity remained actively managed. Refinancing became more challenging in Q4, increasing the year-end residual risk.   Subsequent to the year end, the ProService Group completed a new funding structure comprising Convertible Loan Notes and an asset-based lending facility, repaying the previous Senior Facilities Agreement - reducing the level of financial risk subsequent to the year end.
4.  Regulatory, Legal & Compliance Movement Owners: Daniel Joll Group General Counsel and Company Secretary Matt Adams Group Managing Director		Failure to comply with law, regulation, listed-company obligations, internal policies or HSEQ standards could cause financial penalties, legal claims, operational restriction or reputational damage. The marketplace model also increases exposure to seller compliance, safety and ethical standards.		Board and Audit Committee oversight is supported by the General Counsel and specialist Legal, Compliance, Finance, HSEQ, Information Security and People functions. Policies, delegated authorities, training and legal advice support compliance with listed-company, commercial, employment, data, anti-bribery, fraud and other obligations. Whistleblowing and fraud-reporting channels enable concerns to be raised, investigated and escalated. Seller onboarding, due diligence, compliance checks and operational audit activity monitor legal, insurance, HSEQ and service requirements. Incidents, findings and corrective actions are reported through relevant management and governance routes, with external advisers or independent review commissioned where appropriate. Proportionate HSEQ arrangements remain in place for office and home-based colleagues.		Maintained corporate-governance, legal, reporting, policy, fraud and whistleblowing processes while supporting confidential separation and listed-company obligations. Reframed the risk for the standalone marketplace, where increased focus is placed on seller governance, compliance, operational audit and third-party HSEQ. The broader scope increased the year-end residual rating; it did not reflect deterioration in core legal or reporting controls. Increased seller-audit capacity on the ground, improving operational coverage. With the audit team located within Supply Chain, separate oversight through the Assurance team is required to provide independent challenge over coverage, findings and corrective action. The removal of branches, depots, drivers and equipment handling reduced direct ProService safety exposure; management focus shifted towards seller due diligence, incident reporting, investigation and corrective-action follow-up.
5.  Operational Movement Owner: Dani Hodges Chief Commercial Officer		Failure to manage seller resilience and standards, platform and order controls, opportunity-to-payment processes or buyer service could lead to unavailable supply, incorrect or delayed fulfilment, revenue loss, additional cost and damage to buyer confidence.		Seller onboarding and commercial agreements set service, compliance and information requirements, supported by operational audits and performance review. A diversified seller network provides alternative fulfilment routes, while Speedy performance is managed through joint governance, agreed measures and corrective actions. Given the transformational relationship with Speedy Hire, the Group monitors their financial health on an ongoing basis. Brenda and Marketplace workflows support quotation, order acceptance, fulfilment, off-hire, proof and invoicing controls, with change and defect management owned in-house. Buyer complaints, service measures, 3Ps completion and incident data are reviewed to identify trends and required action. Operational teams use targeted governance for material events, with clear escalation, buyer communication and permanent system or process fixes where needed. Contract, margin and delegated-authority controls support right-first-time delivery and commercial discipline.		Fulfilment KPIs, buyer complaints, operational audits and supply-chain performance were monitored to manage buyer service and third-party fulfilment pressure.   Detailed Speedy mobilisation planning covered capacity, continuity, systems, future orders and buyer communications to support a smooth cutover.   Speedy service levels remained below agreed expectations at year end, affecting ProService and buyers. Joint performance management, corrective plans and work towards an integrated seller dashboard progressed.   The broader standalone risk now covers supply chain, platform development, opportunity-to-payment and delivery excellence. Residual risk increased at Q4, reflecting continuing service dependency and the maturity still required in the new operating model with key suppliers.
6.  Technology & Cyber Security Movement Owner: Daniele Turi Chief Technology Officer		Cyberattack, data loss, system failure, inappropriate access or poorly controlled technology change could interrupt service, breach legal obligations and damage trust. ProService's strategy also depends on reliable data, resilient platforms and secure adoption of automation and AI.		ISO 27001 provides the information-security management framework for ProService and HSS Training. Microsoft 365 E5, ThreatSpike monitoring, multi-factor authentication, endpoint protection and incident-management processes support prevention, detection and response. The Data Governance forum oversees data protection, major incidents, seller and processor risk, retention, cloud posture and control actions. In-house ownership of Brenda supports secure development, testing, change control, defect resolution and resilience of a core operating platform. Access reviews, backup and recovery arrangements, seller-security checks and planned testing support continuity and compliance. A prioritised technology roadmap manages cloud migration, legacy and TSA exit, NetSuite integration, Project Sync, capacity and interdependencies.		Achieved ISO 27001 certification for the ProService Group (Marketplace and Training) and continued cybersecurity monitoring and colleague awareness activity.   Further reduced dependency on on-premise systems by moving the full Microsoft 365 tenant into a new, fully cloud-based E5 environment and strengthening access, incident and data-governance arrangements.   A year-end external review by security specialists developed a programme of security, data-control and AI-readiness actions that will further strengthen the control environment. Management's year-end assessment did not identify a cyber breach or prolonged outage and, with further progress towards a 100% cloud-based infrastructure, residual risk reduced.   Project Sync and AI are treated as strategic enablers; the control focus is reliable data, secure platforms, clear accountability, human oversight and sufficient Technology capacity. Separation created a smaller, more controllable estate and retained direct in-house ownership of Brenda, reinforcing the year-end control position.
7.  People Movement Owner: Kayleigh Wright HR Director		Failure to attract, retain and develop the right capability, manage organisational change, sustain engagement and wellbeing, or comply with employment law could weaken service, controls, productivity and delivery of the strategy.		Workforce planning, role approval and recruitment align resource decisions to business priorities and budget. Structured onboarding, role-based learning, manager development and performance management support capability and accountability. Talent, succession, retention and knowledge-transfer activity protects critical roles and specialist capability. Colleague communication, engagement surveys and representative forums provide feedback and support change readiness. HR policies, consultation, employee-relations support and specialist advice manage employment-law and organisational-change requirements. Wellbeing support includes an employee assistance programme, healthcare services and targeted communications. People impacts, training, adoption and capacity are built into major programmes including Project Sync, NetSuite and organisation redesign.		Supported separation through TUPE activity, reporting-line changes, workforce planning, communications and the onboarding of more than 85 colleagues into a clean-team environment.   Core recruitment, onboarding, colleague-relations, training and engagement processes continued during the transition.   Worked with specialists Muddy Wellies and colleagues to redesign ProService's values from the bottom up, creating PROgress Makers, PROfessionals, PROblem Solvers and PROud. Performance and manager-development processes were also strengthened.   The closing assessment recognised that People risk remains material as the Group continues to monitor its organisational structure alongside Project Sync, NetSuite and service readiness while protecting critical knowledge and capability.   The clearer standalone organisation and completion of major transition activity reduced residual risk at Q3, maintained at year end.
8.   Transformation Movement Owner: Senior Leadership Team		Failure to coordinate and embed systems, operating-model, organisation and post-TSA change could interrupt service, weaken controls, increase cost or delay strategic benefits. The risk is heightened where major programmes compete for the same people, technology and management capacity.		The Leadership Team oversees an integrated transformation portfolio with named sponsors, steering groups and programme governance. Material programmes use approved scope, plans, risk and action logs, dependency management and escalation; stage gates are applied where appropriate. Cross-functional design brings together Technology, Finance, Operations, People, Legal and control requirements. Change plans cover consultation, communication, training, adoption, knowledge transfer and protection of critical capability. Finance tracks benefits against agreed revenue, margin, cash, productivity and service outcomes. TSA and legacy exits, data migration, seller and buyer transitions and remaining Senna obligations are tracked, with post-implementation review where appropriate.		Completed the legal separation and implemented the Speedy agreement on 17 November 2025, requiring coordinated delivery across commercial, operational, technology, data, people, legal and control workstreams.   The concentration of interdependent change increased residual risk in Q3. Integration and onboarding challenges, incomplete functionality and continuing TSA and legacy dependencies showed that legal completion did not equal full operational completion.   The closing residual risk reduced, reflecting the move from peak transition activity into a more structured delivery phase. The assessment also recognised that benefits were not yet fully delivered or evidenced and that FY27 requires disciplined portfolio prioritisation, protected capacity, colleague adoption and demonstrable benefits realisation.   During Q4, immediate cutover issues stabilised, ERP mobilisation restarted, Project Sync discovery progressed and standalone controls continued to develop.

 

 

CONSOLIDATED INCOME STATEMENT

FOR THE YEAR ENDED 31 MARCH 2026

		Year ended 31 March 2026			15-month period ended 31 March 2025
	Note	Underlying £000s	Non-underlying costs (note 4) £000s	Total £000s	Underlying £000s	Non-underlying costs (note 4) £000s	Total £000s
Revenue	2	248,056	-	248,056	362,828	-	362,828
Cost of sales		(198,493)	-	(198,493)	(281,568)	-	(281,568)
Gross profit		49,563	-	49,563	81,260	-	81,260
Administrative expenses		(52,578)	(9,189)	(61,767)	(70,862)	(1,685)	(72,547)
Impairment loss on trade receivables and contract assets	11	(1,311)	-	(1,311)	(2,176)	-	(2,176)
Other operating income	3	-	-	-	-	-	-
Operating (loss)/profit		(4,326)	(9,189)	(13,515)	8,222	(1,685)	6,537
Net finance expense		(4,769)	-	(4,769)	(7,018)	-	(7,018)
(Loss)/profit from continuing operations before tax		(9,095)	(9,189)	(18,284)	1,204	(1,685)	(481)
Income tax credit/(charge)	6	3,045	-	3,045	(920)	-	(920)
(Loss)/profit from continuing operations		(6,050)	(9,189)	(15,239)	284	(1,685)	(1,401)
(Loss)/profit from discontinued operations, net of tax	19	(1,311)	1,749	438	(6,235)	(121,435)	(127,670)
Loss on disposal of discontinued operations	4, 19	-	(21,983)	(21,983)	-	(642)	(642)
Loss for the financial period		(7,361)	(29,423)	(36,784)	(5,951)	(123,762)	(129,713)
Alternative performance measures for continuing operations (£000s)
Underlying EBITDA	20	(427)			12,540
Underlying EBITA	20	(2,487)			10,188
Earnings per share for continuing operations (pence)
Basic loss per share	7	(0.92)		(2.05)	0.13		(0.20)
Diluted loss per share	7	(0.90)		(2.02)	0.13		(0.19)
Continuing and discontinued operations (pence)
Basic loss per share	7	(0.85)		(4.94)	(0.50)		(18.30)
Diluted loss per share	7	(0.84)		(4.87)	(0.48)		(17.85)

1      The notes supporting the income statement have been restated on a continuing operations basis (see note 19). The comparative figures for the prior period have been re-presented, so that amounts relate to all operations that have been discontinued by the end of the reporting period for the latest period presented.

 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 MARCH 2026

	Year ended 31 March 2026 £000s	15-month period ended 31 March 2025 £000s
Loss for the financial period	(36,784)	(129,713)
Items that may be reclassified to profit or loss:
Foreign currency translation differences arising on consolidation of foreign operations	115	(542)
Realisation of foreign currency translation differences on business divestiture (note 19)	1,080	-
Other comprehensive profit/(loss) for the period	1,195	(542)
Total comprehensive loss for the period attributable to owners of the Group	(35,589)	(130,255)

 

 

 

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

FOR THE YEAR ENDED 31 MARCH 2026

	Note	31 March 2026 £000s	31 March 2025 £000s
Assets
Non-current assets
Intangible assets	8	71,154	71,991
Property, plant and equipment	9	1,383	38,034
Of which - Hire equipment	9	-	32,843
Of which - Non-hire equipment	9	1,383	5,191
Right of use assets	10	3,362	28,708
Of which - Hire equipment	10	-	1,737
Of which - Non-hire equipment	10	3,362	26,971
Deferred tax asset	16	2,143	3,479
		78,042	142,212
Current assets
Inventories		-	3,017
Trade and other receivables	11	71,147	72,362
Cash and cash equivalents		13,793	23,914
		84,940	99,293
Assets classified as held for sale	18	-	32,629
		84,940	131,922
Total assets		162,982	274,134
Equity
Share capital	17	7,986	7,108
Share premium	17	62,980	45,552
Foreign exchange translation reserve		-	(1,195)
Merger reserve		97,780	97,780
Retained deficit		(136,142)	(99,645)
Total equity		32,604	49,600
Liabilities
Current liabilities
Trade and other payables	12	85,822	81,652
Lease liabilities	13	1,491	12,562
Borrowings	14	40,528	4,810
Provisions	15	134	5,632
		127,975	104,656
Liabilities directly associated with assets held for sale	18	-	10,250
		127,975	114,906
Non-current liabilities
Lease liabilities	13	1,894	38,796
Borrowings	14	-	64,152
Provisions	15	466	4,517
Deferred tax liabilities	16	43	2,163
		2,403	109,628
Total liabilities		130,378	224,534
Total equity and liabilities		162,982	274,134

The Financial Statements were approved and authorised for issue by the Board of Directors on 7 September 2026 and were signed on its behalf by:

Greig Thomas

Director

7 September 2026

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 MARCH 2026

	Share capital £000s	Share premium £000s	Merger reserve £000s	Foreign exchange translation reserve £000s	Retained earnings/(deficit) £000s	Total equity £000s
At 30 December 2023	7,050	45,552	97,780	(653)	33,456	183,185
Loss for the period	-	-	-	-	(129,713)	(129,713)
Foreign currency translation differences on consolidation of foreign operations	-	-	-	(542)	-	(542)
Total comprehensive loss for the period	-	-	-	(542)	(129,713)	(130,255)
Transactions with owners recorded directly in equity:
Shares issued (note 17)	58	-	-	-	(58)	-
Dividends paid	-	-	-	-	(3,958)	(3,958)
Share-based payment charge	-	-	-	-	628	628
At 31 March 2025	7,108	45,552	97,780	(1,195)	(99,645)	49,600
Loss for the period	-	-	-	-	(36,784)	(36,784)
Foreign currency translation differences 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	(36,784)	(35,589)
Transactions with owners recorded directly in equity:
Shares issued in connection with the commercial agreement (note 17 and 19)	794	17,428	-	-	-	18,222
Shares issued from share-based payments arrangement (note 17)	84	-	-	-	(84)	-
Dividends paid	-	-	-	-	-	-
Share-based payment charge	-	-	-	-	371	371
As at 31 March 2026	7,986	62,980	97,780	-	(136,142)	32,604

 

 

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 MARCH 2026

	Note	Year ended 31 March 2026 £000s	15-month period ended 31 March 2025 £000s
Loss for the financial period		(36,784)	(129,713)
Adjustments for:
-      Tax	6	(1,147)	1,280
-      Amortisation		1,845	2,840
-      Impairment loss on tangible assets		-	45,714
-      Impairment loss on intangible assets		-	67,834
-      Depreciation		10,610	40,632
-      Accelerated depreciation relating to hire stock customer losses and hire stock write-offs		2,109	7,566
-      Accelerated depreciation of other property, plant and equipment and right of use assets		-	1,582
-      Loss on disposal of property, plant and equipment and right of use assets		2,146	7,073
-      Gain on disposal of leases		(2,691)	(8,191)
-      Gain on disposal of intangibles		-	(5)
-      Capital element of receipts from net investment in sublease		48	141
-      Share-based payment charge		371	628
-      Loss on disposal of discontinued operations	19	21,265	16
-      Foreign exchange loss/(gain) on operating activities		(6)	79
-      Net finance expense	5	7,662	12,989
Changes in working capital (excluding the effects of disposals and exchange differences on consolidation):
-      Inventories		347	(258)
-      Trade and other receivables		(11,834)	6,849
-      Trade and other payables		4,622	6,093
-      Provisions		(2,344)	(5,375)
Net cash flows from operating activities before purchase of hire equipment		(3,781)	57,774
Purchase of hire equipment		(5,765)	(19,546)
Cash (used in)/generated from operating activities		(9,546)	38,228
Interest paid		(7,221)	(11,899)
Income tax repaid		76	2,045
Net cash (used in)/generated from operating activities		(16,691)	28,374
Cash flows from investing activities
Proceeds on disposal of business, net of cash disposed of	19	21,432	20,321
Proceeds on disposal of non-hire property, plant and equipment		-	17
Purchases of non-hire property, plant, equipment and software	8, 9	(3,646)	(7,585)
Net cash generated from investing activities		17,786	12,753
Cash flows from financing activities
Dividends paid		-	(3,958)
Facility arrangement fees		(35)	(698)
Proceeds from issue of shares	17	18,222	-
Proceeds from drawdown of borrowings		5,000	-
Repayment of borrowings		(21,639)	(12,500)
Capital element of lease liability payments		(10,360)	(20,256)
Capital element of hire purchase arrangement payments		(5,722)	(8,174)
Net cash used in financing activities		(14,534)	(45,586)
Net decrease in cash and cash equivalents		(13,439)	(4,459)
Net effects of foreign exchange on cash and cash equivalents		20	(260)
Cash and cash equivalents at the start of the year		27,212	31,931
Cash and cash equivalents at the end of the year		13,793	27,212
Cash and cash equivalents comprise:
Cash at bank		13,793	23,914
Cash associated with disposal groups classified as held for sale		-	3,298
Cash and cash equivalents at the end of the year		13,793	27,212

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2026

1.         BASIS OF PREPARATION

a)       Reporting entity

The Company is a public limited company which was listed on the London Stock Exchange up until 14 January 2021, when the Group's ordinary shares of 1p each were admitted to trading on AIM. The Company is incorporated under the Companies Act 2006 and domiciled in the United Kingdom. During the current period, on 28 November 2025, the reporting entity changed its name from HSS Hire Group plc to ProService Building Services Marketplace plc. The address of the Company's registered office is Building 2, Think Park, Mosley Road, Manchester, M17 1FQ. These Consolidated Financial Statements comprise the Company and its subsidiaries (the Group).

The financial information for the year ended 31 March 2026 and the period ended 31 March 2025 does not constitute the company's statutory accounts for those years. Statutory accounts for the period ended 31 March 2025 have been delivered to the Registrar of Companies. The statutory accounts for the year ended 31 March 2026 will be delivered to the Registrar of Companies ahead of the Company's Annual General Meeting.

The auditors' reports on the accounts for the year ended 31 March 2026 and for the period ended 31 March 2025 were unqualified and did not contain a statement under 498(2) or 498(3) of the Companies Act 2006. The auditors report on the accounts for the year ended 31 March 2026 and period ended 31 March 2025 drew attention to a material uncertainty relating to going concern.

b)      Statement of compliance

The Group Financial Statements of ProService Building Services Marketplace plc have been prepared in accordance with UK adopted international accounting standards and the Companies Act 2006.

During the prior period, the Group has changed its accounting reference date from 31 December to 31 March. This change was made to accommodate group restructuring activities. As a result of the change the income statement is not directly comparable between the current year and prior period.

c)       Functional and presentational currency

These Financial Statements are presented in pounds sterling (£), which is the Group's presentational currency. The functional currency of the parent and subsidiaries is pounds sterling, except for the disposed entity HSS Hire Ireland Limited that is incorporated in the Republic of Ireland, which has the euro as its functional currency. All amounts have been rounded to the nearest thousand, unless otherwise indicated.

d)      Basis of preparation

These Financial Statements have been prepared under the historical cost convention. The accounting policies set out below have been applied consistently to all periods presented in these Financial Statements.

e)       Going concern

As at 31 March 2026, the Group's financing arrangements totalled £40.9m, split between a term loan facility of £35.9m and RCF of £5.0m, both of which were fully drawn. The balance on the term loan had reduced during the year as, following the sale of the HSS Ireland business for £24.3m (see note 19), the Group repaid £17.6m of senior finance facility. Further repayments were made of £4.0m for a total of £21.6m repaid during the period.

These facilities had originally been due to expire in September 2026, which would have been during the going concern assessment period. However, as discussed in more detail in the post balance sheet events disclosures (see note 21), the Group's refinancing completed in July 2026.

As part of the refinancing exercise, the Group's term loan and RCF were replaced with two new debt instruments; an ABL facility for a total of £35.0m, of which £19.0m was drawn at the point of issue, and a £25.0m CLN issued to one of the Group's shareholders (see note 21) which was fully drawn on issue.

These provide the Group with facilities of £60.0m, with up to £16.0m of additional liquidity potential available as part of the £35.0m facility, subject to restrictions. These facilities include certain financial covenants; most significantly the ABL has a minimum liquidity covenant of not less than £3.7m of available liquidity on the last calendar day of the month and the CLN has a minimum Underlying EBITDA covenant.

The EBITDA covenant requires the Group and HSS Training Limited to have Underlying EBITDA above predefined levels at the end of each financial year, and a breach occurs only in the event that neither the Group nor HSS Training Limited achieves target.

As part of its assessment of going concern, the Group has utilised cash flow forecasts, taking into account strategic initiatives and sensitivity analysis based on possible changes in trading performance in an uncertain market environment.

The Group's base case model for the period to 30 September 2027 was prepared on the same basis as those used for 31 March 2026 year end impairment reviews. The going concern review considers the covenants in place for the ABL facility throughout the assessment period, as well as the minimum Underlying EBITDA covenant from the CLN.

The review of the base case forecasts did not identify any factors that suggest the going concern basis might not be appropriate and did not identify any material uncertainties in this regard. To further test the model a severe but plausible downside scenario was modelled, which includes adjustments to the base case model for each of the following potential outcomes:

-    Reductions in the forecast revenue growth levels built into the model across a number of income streams,

-    Reductions to the forecast gross profit margin,

-    Planned overhead efficiencies not being achieved,

-    Significant increases in debtor days subsequent to the year end.

In addition, the assessment notes a number of credible mitigating actions that could be taken in the event of a liquidity shortfall, which include cost savings and deferred payment options.

Under the severe but plausible downside scenario, if all negative adjustments are applied simultaneously and without mitigations, the minimum liquidity covenant would be breached. However, the addition of even a single mitigating action is sufficient to avoid a covenant breach and accordingly, the Group assesses that this does not create a material uncertainty that may give rise to significant doubt over going concern.

Having taken the base case forecasts and downside modelling into consideration, the Directors have concluded that the Group has adequate resources to continue in operational existence and realise its assets and discharge its liabilities in the ordinary course of business for the foreseeable future and that it remains appropriate to prepare the Financial Statements on a going concern basis.

Notwithstanding this, given the importance of its transformative arrangements with Speedy Hire (which has identified a material uncertainty over going concern in its most recent annual financial statements), Management has also considered a range of specific scenarios in relation to the financial relationship of the Group with Speedy Hire and subsequently the potential impact this could have on the Company and Group. This involved modelling a number of potential outcomes on the Group's liquidity and covenant compliance during the period of assessment. Management has not identified any material uncertainty in respect of going concern in severe but plausible trading scenarios with Speedy Hire. 

However, more extreme scenarios have been modelled including the impact if Speedy Hire were to cease trading, or to cease payments to its creditors. Management believe the probability of this scenario playing out to be remote, however it could give rise to a situation whereby the Group would, before any uncommitted mitigating actions, breach its own liquidity covenant.  In this regard, notwithstanding Management's belief that the likelihood of this outcome is remote and that uncommitted mitigating actions would enable the Group to manage the resulting impact, this has been identified as a material uncertainty that may cast significant doubt on the Group's and the Company's ability to continue as a going concern. The financial statements do not include any adjustments should the Group or Company not be a going concern.

In the previous period, a material uncertainty in respect of going concern was included in the Group's Financial Statements. This was driven by the maturity date of the financing facilities, which was within the period of assessment. As the refinancing has successfully completed and with no similar concerns, the Group has not identified and disclosed any material uncertainty in respect of its own financial requirements.

Notwithstanding the matters outlined above, the Directors have a reasonable expectation that the Company and the Group have adequate resources to continue in operational existence for a period of at least 12 months from the date of approval of these Financial Statements.  Accordingly, the Directors continue to adopt the going concern basis of accounting in preparing the Financial Statements.

f)       Basis of consolidation

Subsidiaries are all entities over which the Company has control. The Company controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are fully consolidated from the date on which control is transferred.

Unless merger accounting has been adopted in specific circumstances, the Group applies the acquisition method to account for business combinations. The consideration transferred for the acquisition of a subsidiary is the fair value of the assets transferred, the liabilities incurred to former owners of the acquiree and the equity interests issued by the Group. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Acquisition-related costs are expensed as incurred.

2.         SEGMENT REPORTING

As discussed in the Group's FY24/25 Financial Statements, the Group progressed from the legal separation of ProService and Operations, to full separation of the commercial and operational activities of each division. Following the sale of THSC in November 2025, two main divisional structures remain:

- ProService - Digital marketplace business focused on customer and supplier acquisition.

- Training - Provision of specialist training courses, for example health and safety qualifications.

Following the operational independence that has been developed within the Training business this year, the Group has identified Training, which previously formed part of the ProService division, as a reportable segment in the current period due to the changes in internal reporting to the Board, which continues to be identified as the Group's Chief Operating Decision Maker for the Group as a whole.

As a result of the separation of the HSS ProService CGU into two CGUs, HSS ProService and HSS Training, the goodwill allocated to HSS ProService has been subdivided between the two new CGUs. Further details on the approach to the allocation of this goodwill can be found in note 8.

In the prior year, the Group formalised the commercial and operational separation of THSC and ProService through a Business Transfer Agreement ('BTA') at the end of September 2024. As part of this agreement, specific assets and liabilities of the ProService business were transferred to THSC. In addition to the transfer of these assets and liabilities, certain specific customer contracts and employees were also transferred.

THSC was ultimately disposed of in November 2025 and as a result the segment has now been removed and the prior year comparatives have been restated to reflect this disposal, with the segments now reflecting the continuing view of the business.

With the operational and commercial separation of the two major divisions during the prior period, it has become possible to better attribute the Group's central costs against the operating segments they principally relate to. Accordingly, the Group has revised its segments to present a 'Corporate' costs segment, which has a lower cost base than the historic 'Central' segment. This segment has not been revised or changed in the period and remains consistent with the prior period.

The elimination of transactions between segments on consolidation has been presented in a separate standalone column 'Eliminations', rather than presented in combination with the 'Corporate' costs.

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 (2025: none).

 

	Year ended 31 March 2026
	ProService £000s	Training £000s	Corporate £000s	Eliminations £000s	Total £000s
Equipment hire and related revenue	187,209	-	-	-	187,209
Sale of goods and related services	36,942	-	-	-	36,942
Training services rendered	-	23,905	-	-	23,905
Total revenue	224,151	23,905	-	-	248,056
Cost of sales (exc. Depreciation and amortisation)	(182,507)	(15,491)	-	-	(197,998)
Contribution	41,644	8,414	-	-	50,058
Contribution margin	18.6%	35.2%	0%	0%	20.2%
Indirect costs (exc. Depreciation and amortisation)	(41,902)	(6,256)	(2,327)	-	(50,485)
Underlying EBITDA	(258)	2,158	(2,327)	-	(427)
Less: Depreciation	(1,319)	(780)	39	-	(2,060)
Underlying EBITA	(1,577)	1,378	(2,288)	-	(2,487)
Less: Amortisation	(1,765)	(74)	-	-	(1,839)
Underlying operating (loss)/profit	(3,342)	1,304	(2,288)	-	(4,326)
Net finance expenses	(116)	(98)	(4,555)	-	(4,769)
Underlying profit/(loss) before tax	(3,458)	1,206	(6,843)	-	(9,095)
Less: Non-underlying items				-	(9,189)
Loss from continuing operations before tax				-	(18,284)

Corporate includes only those corporate costs incurred centrally to support the businesses.

	15-month period ended 31 March 2025
	ProService £000s	Training £000s	Corporate £000s	Eliminations £000s	Total £000s
Equipment hire and related revenue	295,831	-	-	-	295,831
Sale of goods and related services	38,399	-	-	-	38,399
Training services rendered	-	28,598	-	-	28,598
Total revenue	334,230	28,598	-	-	362,828
Cost of sales (exc. Depreciation and amortisation)	(264,066)	(16,861)	-	-	(280,927)
Contribution	70,164	11,737	-	-	81,901
Contribution margin	21.0%	41.0%	-	-	22.6%
Indirect costs (exc. Depreciation and amortisation)	(58,777)	(7,523)	(3,061)	-	(69,361)
Underlying EBITDA	11,387	4,214	(3,061)	-	12,540
Less: Depreciation	(1,614)	(738)	-	-	(2,352)
Underlying EBITA	9,773	3,476	(3,061)	-	10,188
Less: Amortisation	(1,878)	(88)	-	-	(1,966)
Underlying operating profit/(loss)	7,895	3,388	(3,061)	-	8,222
Net finance expenses	(310)	(111)	(6,597)	-	(7,018)
Underlying profit/(loss) before tax	7,585	3,277	(9,658)	-	1,204
Less: Non-underlying items					(1,685)
Loss from continuing operations before tax					(481)

 

	31 March 2026
	ProService £000s	Training £000s	Corporate £000s	Eliminations £000s	Total £000s
Additions to non-current assets
Property, plant and equipment	921	209	-	-	1,130
Right of use assets	725	422	-	-	1,147
Intangibles	1,012	-	-	-	1,012
Non-current assets - Net book value
Property, plant and equipment - Hire equipment	-	-	-	-	-
Property, plant and equipment - Non-hire assets	1,098	285	-	-	1,383
Right of use assets - Property	1,053	472	-	(68)	1,457
Right of use assets - Vehicles	1,213	686	-	-	1,899
Right of use assets - Hire and non-hire assets	6	-	-	-	6
Intangibles - Goodwill	32,558	5,406	-	-	37,964
Intangibles - Brands and customer relationships	21,900	-	-	-	21,900
Intangibles - Software	11,178	112	-	-	11,290
Deferred tax assets	2,143	-	-	-	2,143
Current assets - Net book value
Inventories	-	-	-	-	-
Trade and other receivables	75,465	13,860	14,185	(32,363)	71,147
Cash	6,671	-	7,122	-	13,793
Current liabilities - Net book value
Trade and other creditors	(83,480)	(5,453)	(29,250)	32,361	(85,822)
Lease liabilities	(920)	(571)	-	-	(1,491)
Borrowings	-	-	(40,528)	-	(40,528)
Provisions	(24)	(110)	-	-	(134)
Non-current liabilities - Net book value
Lease liabilities	(1,485)	(409)	-	-	(1,894)
Borrowings	-	-	-	-	-
Provisions	(216)	(250)	-	-	(466)
Deferred tax liabilities	-	(43)	-	-	(43)
Net assets	67,160	13,985	(48,471)	(70)	32,604

In the current period, the Group disposed of The Hire Service Company. This entity represents the entirety of the Operations - UK segment and accordingly does not feature in the segmental balance sheet above as at 31 March 2026. The prior period comparatives have been prepared in a manner consistent with the balance sheet and accordingly include the assets and liabilities of Operations - THSC; see note 19 for more details of the assets and liabilities disposed.

 

		31 March 2025
	ProService £000s	Training £000s	Operations - UK £000s	Corporate £000s	Eliminations £000s	Total £000s
Additions to non-current assets
Property, plant and equipment	434	92	22,895	-	-	23,421
Right of use assets	1,530	1,229	23,880	-	(686)	25,953
Intangibles	2,227	117	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	549	158	4,484	-	-	5,191
Right of use assets - Property	1,128	454	11,281	-	(474)	12,389
Right of use assets - Vehicles	1,525	1,021	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	11,934	193	-	-	-	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	61,714	11,395	27,376	11,466	(39,589)	72,362
Cash	12,796	-	4,727	6,391	-	23,914
Current liabilities - Net book value
Trade and other creditors	(74,548)	(5,243)	(30,363)	(5,575)	34,077	(81,652)
Lease liabilities	(880)	(564)	(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	(2,020)	(783)	(35,993)	(4,520)	4,520	(38,796)
Borrowings	-	-	(7,624)	(56,528)	-	(64,152)
Provisions	(166)	(188)	(4,163)	-	-	(4,517)
Deferred tax liabilities	(2,112)	(51)	-	-	-	(2,163)
Net assets excluding disposal group assets and liabilities classified as held for sale	71,010	6,392	51	(49,758)	(474)	27,221

 

 

	31 March 2026
	ProService £000s	Training £000s	Corporate £000s	Eliminations £000s	Total £000s
Lease liability payments
Less than one year	920	571	-	-	1,491
Two to five years	1,420	409	-	-	1,829
More than five years	65	-	-	-	65
Repayment of borrowings
Less than one year	-	-	40,861	-	40,861
Two to five years	-	-	-	-	-
More than five years	-	-	-	-	-
Total
Less than one year	920	571	40,861	-	42,352
Two to five years	1,420	409	-	-	1,829
More than five years	65	-	-	-	65
	2,405	980	40,861	-	44,246

 

	31 March 2025
	ProService £000s	Training £000s	Operations - UK £000s	Corporate £000s	Eliminations £000s	Total £000s
Lease liability payments
Less than one year	882	562	11,118	992	(992)	12,562
Two to five years	1,746	783	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	882	562	15,928	992	(992)	17,372
Two to five years	1,746	783	34,657	60,825	(3,325)	94,686
More than five years	274	-	8,960	1,195	(1,195)	9,234
	2,902	1,345	59,545	63,012	(5,512)	121,292

The timing of the satisfaction of performance obligations as it relates to revenue recognition is shown below:

	Year ended 31 March 2026
	ProService £000s	Training £000s	Corporate £000s	Eliminations £000s	Total £000s
Revenue from operating leases	177,734	-	-	-	177,734
Revenue recognised at a point in time	46,417	-	-	-	46,417
Revenue recognised over time	-	23,905	-	-	23,905
Total revenue recognised	224,151	23,905	-	-	248,056

 

	15-month period ended 31 March 2025
	ProService £000s	Training £000s	Corporate £000s	Eliminations £000s	Total £000s
Revenue from operating leases	266,940	-	-	-	266,940
Revenue recognised at a point in time	67,290	-	-	-	67,290
Revenue recognised over time	-	28,598	-	-	28,598
Total revenue recognised	334,230	28,598	-	-	362,828

3.         OTHER OPERATING INCOME

	Year ended 31 March 2026 £000s	15-month period ended 31 March 2025 £000s
Property sublease rental income - Continuing operations	-	-
Property sublease rental income - Discontinued operations	169	501
Insurance proceeds - Discontinued operations	1,786	-
Other operating income - Total operations	1,955	501

See note 4 for further detail on the insurance proceeds of £1.8m (2025: £Nil).

4.         NON-UNDERLYING AND EXCEPTIONAL ITEMS

Year ended 31 March 2026	Included in administrative expenses  £000s	Included in profit/(loss) from discontinued operations net of tax £000s	Included in loss on disposal of discontinued operations £000s	Total £000s
Costs relating to Group restructure	1,001	-	-	1,001
ProService ERP and transformation	710	-	-	710
Commercial agreement costs	6,553	-	-	6,553
Refinancing costs	925	-	-	925
Non-underlying from continuing operations	9,189	-	-	9,189
Costs relating to Group restructure	-	(747)	-	(747)
Branch network	-	422	-	422
Onerous contract	-	51	-	51
Onerous property	-	311	-	311
Insurance claims	-	(1,786)	-	(1,786)
Loss arising on business divesture (note 19)	-	-	21,983	21,983
Non-underlying items from total operations	9,189	(1,749)	21,983	29,423

 

15-month period ended 31 March 2025	Included in administrative expenses  £000s	Included in profit/(loss) from discontinued operations net of tax £000s	Included in loss on disposal of discontinued operations £000s	Total £000s
Costs relating to Group restructure	1,685	-	-	1,685
Non-underlying from continuing operations	1,685	-	-	1,685
Costs relating to Group restructure	-	3,200	-	3,200
Disposal costs - HSS Hire Ireland	-	1,252	-	1,252
Branch network- Discontinued operations	-	2,695	-	2,695
Onerous contract- Discontinued operations	-	257	-	257
Onerous property- Discontinued operations	-	483	-	483
Impairment loss on tangible assets	-	45,714	-	45,714
Impairment loss on intangible assets	-	67,834	-	67,834
Profit arising on business divestiture (note 19)	-	-	642	642
Non-underlying from total operations	1,685	121,435	642	123,762

 

Non-underlying items incurred in FY26 and FY25

Costs related to Group restructure

During the current year, the Group concluded its strategic aim of operational separation of the Operations and ProService segments and disposed of THSC. More details regarding this are included in note 19.

The costs included in the current year of £1.0m relate primarily to the legal and professional fees associated with these restructuring activities. Costs included in discontinued operations relate primarily to credits generated from the derecognition of property leases and dilapidations provisions. In the prior year, the Group restructure costs relate to £4.9m of residual costs incurred in connection with the original separation of the THSC and ProService businesses split between continuing and discontinued.

ProService ERP and transformation

The Group began to incur the initial costs in relation to a new ERP transformation programme in the current period. These costs primarily comprise external consultancy, implementation support and project management associated with the design and deployment of the new ERP platform. The Group expects to incur significant future costs for this programme however; a reliable estimate is not yet available.

Commercial agreement

During the current year, the Group entered into a Commercial agreement with Speedy Hire to replace THSC as the primary supplier to the ProService Group. In addition to the supply arrangement, the agreement included the acquisition of certain assets from THSC, as well as acquiring an equity stake in the Group (see note 17).

Costs incurred in connection with this arrangement have been included in non-underlying items and primarily relate to legal and professional fees incurred as part of forming the Commercial agreement.

Refinancing costs

During the current year, the Group has been in discussions with lenders regarding the refinancing of its debt facilities, which are due to expire in September 2026. The costs incurred in this category relate to legal and professional fees incurred with third parties assisting with the refinancing exercise. These costs ceased during the first half of FY27, when the refinancing process was successfully concluded.

Costs related to branch network restructure

During FY23, the Group took the strategic decision to migrate the remaining UK HSS branches to the builders merchant model. The impact of the change includes the closure of 31 locations during the prior period. This strategic initiative was expected to generate annual cost savings of c£1.9m.

The total costs incurred in respect of the UK branch network restructure in the current period were £0.4m (2025: £2.7m). These costs primarily relate to accelerated depreciation on the exit of these trading locations. These costs are incurred where useful economic life estimates for assets at these branches, which cannot be repurposed elsewhere, have been revised downwards to the expected closure date. These costs were all held in THSC and as such form part of discontinued operations.

Onerous contract

The Group maintained a provision to cover the expected outflows related to its onerous contract with Unipart for the NDEC operation which ceased in early 2018 (note 15). This provision was disposed of as part of the THSC disposal and as such the provision at 31 March 2026 is £Nil (2025: £2.9m). A finance charge for the discount unwind of £0.1m (2025: £0.3m) was recognised in non-underlying costs.

Costs related to onerous properties

The Group incurred certain costs in respect of historic properties closed as part of the exit of a number of stores announced in October 2020. In the period, a cost of £0.3m (2025: £0.5m) has been recognised against these locations. The provision for this was disposed of as part of the sale of THSC, see note 15 for further details.

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.

Impairment loss on tangible and intangible assets (see notes 8, 15 and 16)

During the prior period, the Group identified indicators of impairment and following the completion of the impairment review, an impairment charge of £113.5m was recognised against the goodwill, intangible and tangible assets allocated to the HSS Operations - UK CGU. More details can be found in note 8.

 

 

5.         NET FINANCE EXPENSE

	Year ended 31 March 2026 £000s	15-month period ended 31 March 2025 £000s
Interest on senior finance facility	3,452	5,946
Debt issue costs	629	640
Interest on lease liabilities	275	396
Unwind on discounted provisions	16	5
Interest on other bank loans and overdrafts	474	331
Other interest payable	5	21
Gross finance expense	4,851	7,339
Bank interest receivable	(82)	(321)
Net finance expense	4,769	7,018
Finance expense from discontinued operations	2,893	5,971
Total finance expense for statement of cash flows	7,662	12,989

 

6.         INCOME TAX CHARGE

a)       Analysis of tax (credit)/charge in the period

	Year ended 31 March 2026 £000s	15-month period ended 31 March 2025 £000s
Current tax charge
UK corporation tax on the result for the period	53	558
Adjustments in respect of prior years	-	156
Total current tax charge	53	714
Deferred tax (credit)/charge for the period
Deferred tax credit for the period	(2,219)	(359)
Deferred tax impact of change in tax rate	-	-
Adjustments in respect of prior years	1,019	925
Total deferred tax (credit)/charge (see note 16)	(1,200)	566
Income tax (credit)/charge	(1,147)	1,280
Continuing and discontinued operations
Income tax (income)/expense from continuing operations	(3,045)	920
Income tax expense from discontinued operations	1,898	360
	(1,147)	1,280

b)      Factors that may affect future tax charge

At 31 March 2026 the Group had an unrecognised deferred tax asset relating to losses of £2.2m (2025: £29.5m). The gross value of this balance at 31 March 2026 was £8.8m (2025: £117.9m).

At 31 March 2026 the Group also had an unrecognised deferred tax asset relating to temporary differences on plant and equipment, intangible assets and provisions of £3.1m (2025: £11.8m). The gross value of this balance at 31 March 2026 was £12.2m (2025: £47.3m).

The unrecognised deferred tax assets have not been recognised on the basis that it is not sufficiently certain when taxable profits that can be utilised to absorb the reversal of the temporary difference will occur.

 

c)       Factors affecting the income tax (credit)/charge in the period

The tax assessed on the profit for the period differs from the standard UK corporation rate of tax. The differences are explained below:

	Year ended 31 March 2026 £000s	15-month period ended 31 March 2025 £000s
Loss after tax	(36,784)	(129,713)
Income tax expense, including on discontinued operations	(1,147)	1,280
Profit before tax, including discontinued operations	(37,931)	(128,433)
Profit before tax multiplied by the effective standard rate of corporation tax of 25%	(9,483)	(32,108)
Effects of:
Unprovided deferred tax movements on short-term temporary differences and capital allowance timing differences	2,192	10,868
Adjustments in respect of prior years	1,021	1,109
Expenses not deductible for tax purposes	6,891	17,358
(Recognition)/derecognition of brought forward tax losses and temporary timing differences	(809)	4,228
Utilisation of unrecognised tax losses brought forward	(927)	-
Differential in oversees tax rates	(32)	(175)
Income tax (credit)/charge	(1,147)	1,280

The charge of £6.9m (2025: £17.4m) arising in respect of expenses not deductible in the current period is mainly attributable to costs associated with the disposal of THSC which were not deductible. In the previous period they were primarily in respect of the impairment of intangible assets. In addition, the Group has expenses not deductible for share options awarded to some employees and the Group exiting property leases, amongst other items. The amount has decreased in the current period due mainly to the non-recurring nature of the impairment losses from the prior period (see note 8).

The deferred tax credit of £1.2m (2025: charge of £0.6m) was primarily driven by the changes in levels of losses recognised as deferred tax assets on the balance sheet, see note 16 for more details. Additional details regarding the judgements associated with recognition of deferred tax assets are included within note 2.

7.         EARNINGS PER SHARE

Basic earnings per share:

	Profit after tax from total operations	Profit 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
Year ended 31 March 2026	(36,784)	(15,239)	744,215	(4.94)	(2.05)
15-month period ended 31 March 2025	(129,713)	(1,401)	708,819	(18.30)	(0.20)

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 is calculated using the profit for the period divided by the weighted average number of shares outstanding, assuming the conversion of potentially dilutive equity derivatives outstanding. These include the nil-cost share options (LTIP shares) and restricted stock grants.

Diluted earnings per share:

	Profit after tax from total operations	Profit 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
Year ended 31 March 2026	(36,784)	(15,239)	754,801	(4.87)	(2.02)
15-month period ended 31 March 2025	(129,713)	(1,401)	726,597	(17.85)	(0.19)

The following reconciles basic earnings per share and the underlying basic earnings per share:

	Year ended 31 March 2026		15-month period ended 31 March 2025
	Total pence	Continuing pence	Total pence	Continuing pence
Basic earnings per share	(4.94)	(2.05)	(18.30)	(0.20)
Add back:
Non-underlying items per share1	3.95	1.23	17.46	0.24
Tax charge per share	(0.15)	(0.41)	0.18	0.13
Underlying earnings before tax	(1.14)	(1.23)	(0.66)	0.17
Charge:
Tax charge at prevailing rate	0.29	0.31	0.16	(0.04)
Underlying basic earnings per share	(0.85)	(0.92)	(0.50)	0.13

 

      The following reconciles diluted earnings per share and adjusted diluted earnings per share:

	Year ended 31 March 2026		15-month period ended 31 March 2025
	Total pence	Continuing pence	Total pence	Continuing pence
Diluted earnings per share	(4.87)	(2.02)	(17.85)	(0.19)
Add back:
Non-underlying items per share1	3.90	1.22	17.03	0.23
Tax charge per share	(0.15)	(0.40)	0.18	0.13
Underlying earnings before tax	(1.12)	(1.20)	(0.64)	0.17
Charge:
Tax charge at prevailing rate	0.28	0.30	0.16	(0.04)
Underlying diluted earnings per share	(0.84)	(0.90)	(0.48)	0.13

1      Non-underlying items per share is calculated as total finance and non-finance non-underlying items divided by the diluted weighted average number of shares in issue through the period.

 

All of the Group's potentially dilutive equity derivative securities were dilutive for the purpose of diluted earnings per share in both 2026 and 2025.

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

Weighted average number of shares	Year ended 31 March 2026 £000s	15-month period ended 31 March 2025 £000s
Basic	744,215	708,819
LTIP share options	-	1,018
Restricted stock grant	10,586	16,730
Company Share Option Plan (CSOP) options	-	30
Diluted	754,801	726,597

 

8.         INTANGIBLE ASSETS

	Goodwill £000s	Customer relationships £000s	Brands £000s	Software £000s	Total £000s
Cost
At 1 April 2025	102,292	24,500	21,900	42,985	191,677
Additions	-	-	-	1,071	1,071
Disposed of with business divestiture (see note 19)	(64,328)	-	-	(21,305)	(85,633)
Disposals	-	-	-	-	-
At 31 March 2026	37,964	24,500	21,900	22,751	107,115
Amortisation
At 1 April 2025	64,328	24,500	-	30,858	119,686
Charge for the period	-	-	-	1,845	1,845
Disposed of with business divestiture (see note 19)	(64,328)	-	-	(21,242)	(85,570)
Disposals	-	-	-	-	-
At 31 March 2026	-	24,500	-	11,461	35,961
Net book value
At 31 March 2026	37,964	-	21,900	11,290	71,154

The Group has not separately presented the value of internally and externally generated software as the value of software amounts not generated internally is immaterial.

Analysis of goodwill and indefinite life brands by cash generating unit:

Allocated to	Goodwill  £000s	Indefinite life brands £000s	Total £000s
HSS ProService	32,558	21,900	54,458
HSS Training	5,406	-	5,406
At 31 March 2026	37,964	21,900	59,864

 

	Goodwill £000s	Customer relationships £000s	Brands £000s	Software £000s	Total £000s
Cost
At 31 December 2023	115,855	25,400	22,585	39,462	203,302
Additions	-	-	-	3,569	3,569
Reclassification of assets as held for sale (see note 18)	(7,510)	-	-	(4)	(7,514)
Disposed of with business divestiture (see note 19)	(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 with business divestiture (see note 19)	-	(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

Analysis of goodwill and indefinite life brands by cash generating unit:

Allocated to	Goodwill £000s	Indefinite life brands £000s	Total £000s
HSS Core Operations	-	-	-
HSS ProService	37,964	21,900	59,864
At 31 March 2025	37,964	21,900	59,864

For the purpose of calculating Underlying EBITDA and Underlying EBITA, amortisation is calculated as the total amortisation and impairment for the period as well as the loss on disposal of intangible assets.

The Group tests property, plant and equipment, right of use assets, goodwill and brands for impairment annually and considers at each reporting date whether there are indicators that impairment may have occurred. In identifying indicators of impairment management considers current market capitalisation, asset obsolescence and closures, adverse trading performance and any other relevant wider economic or operational factors.

During the current period, the Group disposed of THSC, which represented the Group's HSS Core Operations CGU and one of the two CGUs the Group consisted of at that time.

Since the disposal, the Group has revised its internal reporting and processes and as a consequence of this, the Group has determined that the HSS ProService CGU should be subdivided further into HSS ProService and HSS Training.

The CGUs can be discretely measured; however, estimation has been applied in allocating the goodwill in HSS ProService between HSS ProService and HSS Training. The Group's policy has always been to divide the balance based on the relative VIU of the two CGUs in the year of separation. Accordingly, using this methodology, £5.4m of the HSS ProService goodwill has been allocated to HSS Training and £32.6m remains within HSS ProService.

It has not been necessary to subdivide and allocate the indefinite life brand assets in HSS ProService as these are directly attributable to the HSS ProService CGU only and are not the property of HSS Training.

This approach is aligned to the Group's operating and reportable segments, see note 2 for more information on the impact for segmental reporting.

The recoverable amounts of the goodwill and indefinite life brands, which are allocated to CGUs, are estimated from VIU calculations from current and prior reporting periods, which model pre-tax cash flows for the next five years (2025: five years) together with a terminal value using a long-term growth rate.

The key assumptions underpinning the recoverable amounts of the CGUs tested for impairment are those regarding the discount rate, long-term growth rate and forecast EBITDA.

The key variables applied to the VIU calculations were determined as follows:

-    Cash flows were derived based on the budget for FY27 and the following two years (to the end of FY29).

-    Cash flows were then tapered down to a long-term growth rate in the following years, for a model of five years in total after which a long-term growth rate into perpetuity is applied to calculate a terminal value. The long-term growth factor used was 2.0% for each of the CGUs (2025: 2.0%), being the long-term inflation target per the Bank of England.

-    A pre-tax discount rate of 16.1% (2025: 13.6%) was calculated by reference to a weighted average cost of capital based on an industry peer group of quoted companies and including a 3.1% premium reflective of the Group's market capitalisation (2025: 3.1%).

No impairment has been identified in the current period in respect of either CGU.

During the year, as a result of the disposal of THSC, the Group changed its peer group of quoted companies used to determine the pre-tax discount rate. The change to a marketplace-oriented peer group was the most significant factor in the increase in the discount rate of 2.5% between years.

The Directors carried out sensitivity analysis on various inputs to the models, including growth rates and discount rates, which did not result in an impairment charge for either of the Group's two CGUs.

The level of headroom was sufficient that the Directors did not believe a reasonably possible change could trigger an impairment in these CGUs.

The following tables summarise the results of sensitivity testing and scenario modelling on the headroom from impairment testing in respect of the Group's CGUs in the current and prior period.

	31 March 2026		30 December 2025
	HSS ProService	HSS Training	HSS ProService
Headroom between VIU and carrying value before sensitivity	£112.0m	£13.5m	£9.8m
Discount rate required to eliminate the headroom above	36.9%	27.5%	14.8%
Long-term growth rate required to eliminate the headroom above	(53.7%)	(21.8%)	0.5%
The permanent reduction in EBITDA before an impairment would be triggered	(55.8%)	(31.0%)	7.2%
Headroom with 0% long-term growth and an increase of 1% to the discount rate before mitigating actions	£84.3m	£9.2m	(£9.4m)

During the current period, the Group's HSS Core Operations and HSS Operations - Ireland CGU were disposed of and accordingly no disclosures around impairment or sensitivity have been included in the Financial Statements.

The Directors consider the impact of climate-related risks and opportunities in the VIU calculation. Specifically, assumptions are incorporated around the performance of certain weather dependent seasonal revenue streams. The Directors have not identified any other significant climate-related factors to incorporate into the VIU calculation.

The Directors also noted that the market capitalisation of the Group at the balance sheet date was below the consolidated net asset position - which is an indicator that an impairment may exist. Whilst this indicator of impairment has been noted, there is no identified impairment recognised as a result of this. This conclusion was reached on the basis that there is sufficient value-in-use expected through the models to support the recoverability of the goodwill.

In the prior period, the Directors identified an impairment within HSS Core Operations. The impairment identified was £113.5m in total. As this impairment exceeded the goodwill of £64.3m allocated to the CGU, the remaining impairment charge was allocated pro-rata to the other assets of the CGU, except software, against which a full impairment was allocated. The allocation exercise is illustrated below:

HSS Core Operations - segmental assets (£m)	Pre-impairment	Impairment	Closing
Intangible assets - goodwill	£64.3m	(£64.3m)	-
Intangible assets - software	£3.5m	(£3.5m)	-
Property, plant and equipment	£65.5m	(£27.8m)	£37.7m
Right of use assets	£42.2m	(£17.9m)	£24.3m
Net working capital	(£9.4m)	-	(£9.4m)
Total	£166.1m	(£113.5m)	£52.6m

In the prior year, there was no impairment in respect of the Group's other CGU, HSS ProService, in respect of any of the property, plant and equipment, goodwill or indefinite life brands in the prior period.

As discussed in note 2, an impairment charge may be identified or increased if changes to any of the factors mentioned above become significant. This includes under-performance versus forecasts, negative changes in the UK building services market, a deterioration in the UK economy, or other factors which would cause the Directors to reconsider their assumptions and revise their cash flow projections.

 

9.         PROPERTY, PLANT AND EQUIPMENT

	Land & buildings   £000s	Plant & machinery £000s	Materials & equipment held for hire £000s	Total £000s
Cost
At 1 April 2025	25,904	16,030	118,987	160,921
Transferred from right of use assets	-	-	490	490
Transferred to right of use assets	-	-	-	-
Additions	463	1,498	5,574	7,535
Disposals	(9,853)	(8,484)	(8,930)	(27,267)
Disposed on business divestiture (note 19)	(16,285)	(5,828)	(115,943)	(138,056)
Re-measurement	-	-	-	-
Foreign exchange differences	-	-	-	-
Transfers	-	-	(178)	(178)
At 31 March 2026	229	3,216	-	3,445
Accumulated depreciation
At 1 April 2025	21,953	14,790	86,144	122,887
Transferred from right of use assets	-	-	403	403
Transferred to right of use assets	-	-	-	-
Charge for the year	546	584	3,192	4,322
Disposals	(9,051)	(8,299)	(6,888)	(24,238)
Disposed on business divestiture (note 19)	(13,596)	(4,849)	(82,746)	(101,191)
Foreign exchange differences	-	-	-	-
Transfers	249	(265)	(105)	(121)
At 31 March 2026	101	1,961	-	2,062
Net book value
At 31 March 2026	128	1,255	-	1,383

 

	Land & buildings £000s	Plant & machinery £000s	Materials & equipment held for hire £000s	Total £000s
Cost
At 31 December 2023	35,759	21,912	181,054	238,725
Transferred from right of use assets	-	-	658	658
Additions	1,489	1,545	24,332	27,366
Disposals	(7,744)	(3,599)	(26,179)	(37,522)
Disposed on business divestiture (note 19)	(1,414)	(1,291)	(39,278)	(41,983)
Reclassification of assets as held for sale (note 18)	(2,145)	(1,894)	(21,200)	(25,239)
Re-measurement	(610)	-	-	(610)
Foreign exchange differences	(36)	(7)	(400)	(443)
Transfers	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
Charge for the year	2,589	1,294	18,181	22,064
Disposals	(7,217)	(3,495)	(18,890)	(29,602)
Disposed on business divestiture (note 19)	(1,007)	(1,210)	(26,757)	(28,974)
Reclassification of assets as held for sale (note 18)	(1,675)	(1,714)	(11,201)	(14,590)
Impairment of property, plant and equipment (note 8)	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

Accelerated depreciation on exit of trading locations relates to additional depreciation charged as a result of reductions to specific useful economic lives when branches cease operations early: see note 4 for more details.

The transferred from right of use category represents the acquisition of right of use assets at expiry of the lease in cases where the title is transferred to the Group. Impairment testing performed on non-current assets can be found in note 8, which includes the impairment review of intangible assets.

The impairment charge recognised against property, plant and equipment of £27.8m in the prior period is a product of the impairment review in respect of HSS Core Operations which is discussed in more detail in note 8.

Following the disposal of THSC during the period, there was no longer any equipment against which charges have been registered as security for their acquisition through hire purchase arrangements. The total value of assets subject to these securities at the balance sheet date was therefore £Nil (2025: £21.0m).

 

10.        RIGHT OF USE ASSETS

	Property £000s	Vehicles £000s	Equipment for internal use £000s	Equipment held for hire £000s	Total £000s
Cost
At 1 April 2025	40,957	32,624	107	4,305	77,993
Additions	6,903	1,979	-	411	9,293
Re-measurements	-	-	-	-	-
Transferred to property, plant and equipment	-	-	-	(490)	(490)
Transferred from property, plant and equipment	-	-	-	-	-
Disposals	(3,494)	(732)	-	(235)	(4,461)
Disposed of with business divestiture (see note 19)	(42,053)	(29,432)	(87)	(3,991)	(75,563)
At 31 March 2026	2,313	4,439	20	-	6,772
Accumulated depreciation
At 1 April 2025	28,568	18,105	44	2,568	49,285
Transferred to property, plant and equipment	-	-	-	(403)	(403)
Transferred from property, plant and equipment	-	-	-	-	-
Charge for the period	3,090	2,804	28	366	6,288
Accelerated depreciation on exit of trading locations	-	-	-	-	-
Disposals	(2,724)	(388)	-	(168)	(3,280)
Disposed of with business divestiture (see note 19)	(28,078)	(17,981)	(58)	(2,363)	(48,480)
At 31 March 2026	856	2,540	14	-	3,410
Net book value
At 31 March 2026	1,457	1,899	6	-	3,362

 

	Property £000s	Vehicles £000s	Equipment for internal use £000s	Equipment held for hire £000s	Total £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)
Disposals	(13,847)	(9,316)	-	(555)	(23,718)
Disposed of with business divestiture (see note 19)	(3,779)	(1,801)	(30)	-	(5,610)
Reclassification of assets as held for sale (see note 18)	(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
Transferred to property, plant and equipment	-	-	-	(428)	(428)
Charge for the period	9,088	8,471	44	965	18,568
Accelerated depreciation on exit of trading locations	1,232	-	-	-	1,232
Impairment of right of use assets (note 8)	8,318	8,829	-	766	17,913
Disposals	(8,751)	(7,954)	-	(277)	(16,982)
Disposed of with business divestiture (see note 19)	(1,942)	(748)	-	-	(2,690)
Reclassification of assets as held for sale (see note 18)	(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

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

Accelerated depreciation on exit of trading locations relates to additional depreciation charged as a result of reductions to specific useful economic lives when branches cease operations early: see note 4 for more details.

The impairment charge recognised against right of use assets of £17.9m in the prior period is a product of the impairment review in respect of HSS Core Operations which is discussed in more detail in note 8.

11.        TRADE AND OTHER RECEIVABLES

	31 March 2026
	Gross £000s	Provision for impairment £000s	Net of provision £000s
Trade receivables	61,953	(1,725)	60,228
Accrued income	3,381	(16)	3,365
Total trade receivables and contract assets	65,334	(1,741)	63,593
Other debtors	5,099	-	5,099
Prepayments	2,455	-	2,455
Total trade and other receivables	72,888	(1,741)	71,147

 

	31 March 2025
	Gross £000s	Provision for impairment £000s	Net of provision £000s
Trade receivables	59,598	(2,998)	56,600
Accrued income	4,653	(39)	4,614
Total trade receivables and contract assets	64,251	(3,037)	61,214
Net investment in sublease	23	-	23
Other debtors	3,982	-	3,982
Prepayments	7,143	-	7,143
Total trade and other receivables	75,399	(3,037)	72,362

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

	31 March 2026 Provision for impairment £000s	31 March 2025 Provision for impairment £000s
Balance at the beginning of the period	(3,037)	(3,710)
Increase in provision	(1,311)	(2,770)
Disposed of with business divestiture (note 19)	706	45
Reclassified as part of assets held for sale (note 18)	-	110
Utilisation	1,901	3,288
Balance at the end of the period	(1,741)	(3,037)

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

31 March 2026	Current £000s	0-60 days past due £000s	61-365 days past due £000s	1-2 years past due £000s	Total £000s
Trade receivables and contract assets	54,058	5,619	6,532	2,027	68,236
Expected loss rate (%)	0.4%	2.0%	11.4%	31.9%	2.6%
Provision for impairment	241	110	743	647	1,741

 

31 March 2025	Current £000s	0-60 days past due £000s	61-365 days past due £000s	1-2 years past due £000s	Total £000s
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	359	145	1,443	1,090	3,037

Contract assets consist of accrued income which is invoiced to customers in the next financial period.

The bad debt provision 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, continued inflation and the impact of global conflicts. The Group considers that historical losses are not necessarily a reliable predictor of future events and has exercised judgement in adjusting expected loss rates across all categories of debt.

However, the Group has observed that during its recent trading history, the utilisation against the provision for impairment has been consistently below the level of the provision itself. Whilst the Group continues to believe that past losses are not a reliable indicator of future outcomes, the Group's recent experience of trading during economic uncertainty suggests that the Group's provisioning methodology is materially accurate without the inclusion of the adjusted risk factor.

Accordingly, the Group has concluded that the additional risk factor that had historically been included in the calculation has become surplus to requirements in the current period. As a result, the Group removed the risk factor (2025: 1.125x) in the provision. This reduction is considered to be a continuation of actions taken in the previous period that saw the Group reduce the risk factor from 1.25 to 1.125 times.

In so doing, the provision has been increased by £Nil (2025: £0.3m) from that which would have been required based on loss experience over the past two years. 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.

The total amount expensed was £1.7m (2025: £2.9m) on a continuing operations basis. Unless the counterparty is in liquidation, these amounts are still subject to enforcement actions.

In line with the requirements of IFRS 15, balances are stated after adjustments are made for credit notes expected to be raised after the year end for income recognised during the year.

A 0.5% increase in the bad debt provision rate would give rise to an increased provision of £0.3m (2025: £0.4m).

12.        TRADE AND OTHER PAYABLES

	31 March 2026 £000s	31 March 2025 £000s
Current
Trade payables	48,779	50,339
Other taxes and social security costs	1,074	4,516
Other creditors	562	2,322
Deferred consideration from business divestiture (see note 19)	10,000	-
Accrued interest on borrowings	95	499
Accruals	24,233	22,790
Deferred income	1,079	1,186
	85,822	81,652

All deferred income relates to goods and services to be provided to customers in the next financial period.

Deferred consideration from business divestiture of £10.0m (2025: £Nil) included above relates to contributions payable to the acquirer of THSC as part of the disposal agreement. More details on the disposal can be found as part of note 19.

13. LEASE LIABILITIES

	31 March 2026 £000s	31 March 2025 £000s
Lease liabilities - Current	1,491	12,562
Lease liabilities - Non-current	1,894	38,796
	3,385	51,358

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

	31 March 2026	31 March 2025
Equipment for hire                                Fixed	-	6.3 to 19.1%
Other                                      Fixed	7.0 to 7.7%	3.5 to 7.7%

 

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

	31 March 2026	31 March 2025
Lease liabilities	7.1%	6.9%

The lease liability movements are detailed below:

	Property £000s	Vehicles £000s	Equipment for hire and internal use £000s	Total £000s
Lease liability movement
At 1 April 2025	24,253	23,941	3,164	51,358
Additions	6,567	1,979	343	8,889
Re-measurements	-	-	-	-
Unwind of discount	1,218	1,061	117	2,396
Payments (including interest)	(5,777)	(5,670)	(1,054)	(12,501)
Disposals	(1,937)	(386)	-	(2,323)
Disposed of with business divestiture (see note 19)	(22,901)	(18,976)	(2,557)	(44,434)
At 31 March 2026	1,423	1,949	13	3,385

 

	Property £000s	Vehicles £000s	Equipment for hire and internal use £000s	Total £000s
Lease liability movement
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)
Unwind of discount	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 (see note 19)	(2,019)	(1,028)	(27)	(3,074)
Reclassification of liabilities as held for sale (see note 18)	(1,761)	(1,278)	-	(3,039)
Foreign exchange differences	(70)	(17)	-	(87)
At 31 March 2025	24,253	23,941	3,164	51,358

The Group's leases have the following maturity profile:

	31 March 2026 £000s	31 March 2025 £000s
Less than one year	1,677	15,622
Two to five years	2,017	35,558
More than five years	66	11,038
	3,760	62,218
Less interest cash flows:	(375)	(10,860)
Total principal cash flows	3,385	51,358

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

	31 March 2026 £000s	31 March 2025 £000s
Less than one year	1,491	12,562
Two to five years	1,829	29,562
More than five years	65	9,234
	3,385	51,358

 

14.        BORROWINGS

	31 March 2026 £000s	31 March 2025 £000s
Current
Hire purchase arrangements	-	4,810
Senior finance facility	35,528	-
Revolving credit facility	5,000	-
Non-current
Hire purchase arrangements	-	7,624
Senior finance facility	-	56,528
Total borrowings	40,528	68,962

The senior finance facility is stated net of transaction fees of £0.3m (2025: £1.0m), which are being amortised over the loan period. The nominal value of the balances at each reporting date is as follows:

	31 March 2026 £000s	31 March 2025 £000s
Hire purchase arrangements	-	12,434
Senior finance facility	35,861	57,500
Revolving credit facility	5,000	-
	40,861	69,934

The senior finance facility and revolving credit facility are covered by composite company unlimited multilateral guarantee across all Group subsidiaries and are secured over the assets of Hampshire Topco Limited and Hero Acquisitions Limited and all of its subsidiaries. These subsidiaries comprise all of the trading activities of the Group.

The Group's committed borrowing facilities were fully drawn at the balance sheet date at 31 March 2026 (2025: undrawn committed facilities of £34.4m including £14.4m of finance lines to fund hire fleet capital expenditure not yet utilised). Including net cash balances, the Group had access to £13.8m of liquidity from available cash and undrawn committed borrowing facilities at 31 March 2026 (2025: £58.3m).

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

			31 March 2026	31 March 2025
Hire purchase arrangements	Floating	Percentage above NatWest base rate	-	2.2 to 2.5%
Senior finance facility	Floating	Percentage above SONIA	4.0%	3.5%
Revolving credit facility	Floating	Percentage above NatWest base rate	4.0%	3.5%

The margin of 4.0% (2025: 3.5%) that applies to the senior finance facility and revolving credit facility is subject to a ratchet mechanism, the output of which, following the refinancing exercise during the period ranges from 3.0% to 4.0% (2025: 3.0% to 4.0%). The specific margin to apply is dependent on the Group's net leverage position and updated quarterly based on the latest position.

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

	31 March 2026	31 March 2025
Hire purchase arrangements	-	6.9%
Senior finance facility	7.8%	8.0%
Revolving credit facility	7.8%	8.0%

Amounts under the revolving credit facility are typically drawn for a three-month borrowing period, with the interest set for each borrowing period based upon SONIA and a fixed margin.

The Group's borrowings have the following maturity profile:

	31 March 2026		31 March 2025
	Hire purchase arrangements £000s	Borrowings £000s	Hire purchase arrangements £000s	Borrowings £000s
Less than one year	-	42,473	5,464	4,574
Two to five years	-	-	8,254	59,889
	-	42,473	13,718	64,463
Less interest cash flows:
Hire purchase arrangements	-	-	(1,284)	-
Senior finance facility	-	(1,612)	-	(6,963)
Total principal cash flows	-	40,861	12,434	57,500

Subsequent to the balance sheet date, as discussed in more detail in note 21, the Group successfully completed a refinancing exercise. This saw the Group's £40.9m of term loan and RCF balances replaced with an ABL facility for £35.0m and a CLN instrument for £25.0m.

The impact of the transaction, including the accounting, disclosures and liquidity impact is discussed in more detail in note 21.

15.        PROVISIONS

	Onerous property costs £000s	Dilapidations £000s	Onerous contracts £000s	Total £000s
At 1 April 2025	159	7,044	2,946	10,149
Additions	-	489	-	489
Utilised during the period	(114)	(605)	(2,193)	(2,912)
Unwind of discount	5	169	51	225
Impact of change in discount rate	-	18	-	18
Unused amounts reversed	-	(290)	-	(290)
Disposed of with business divestiture (see note 19)	(50)	(6,225)	(804)	(7,079)
At 31 March 2026	-	600	-	600
Current	-	134	-	134
Non-current	-	466	-	466
At 31 March 2026	-	600	-	600

 

	Onerous property costs £000s	Dilapidations £000s	Onerous contracts £000s	Total £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 discount	18	390	258	666
Impact of change in discount rate	(5)	127	(1)	121
Unused amounts reversed	(311)	(2,763)	-	(3,074)
Foreign exchange	-	(29)	-	(29)
Disposed of with business divestiture (see note 19)	-	(621)	-	(621)
Reclassification of liabilities as held for sale (see note 18)	-	(743)	-	(743)
At 31 March 2025	159	7,044	2,946	10,149
Current	146	2,540	2,946	5,632
Non-current	13	4,504	-	4,517
At 31 March 2025	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 payments for unavoidable costs (excluding lease costs) on leasehold properties the Group no longer uses. The additions of £Nil (2025: £0.4m) and the release of the provision of £Nil (2025: £Nil) have been treated as non-underlying items and are included in the property cost charge of £0.1m (2025: £0.5m) (see note 4). The releases in the prior year are the result of early surrenders being agreed with landlords - the associated liabilities are generally limited to the date of surrender but provided to the date of the first exercisable break clause to align with recognition of associated lease liabilities.

The liabilities for onerous property costs were disposed of as the divestiture of THSC during the period and no balance exists at the period end. Accordingly, sensitivity analysis has not been required.

Dilapidations

In recognising dilapidations provisions, an amount equal to the provision for dilapidation is recognised as part of the asset of the related property.

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 where appropriate 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.

The aggregate movement in additions, releases and change in discount rate has generated a net decrease of £0.2m (2025: decrease of £1.3m) to property, plant and equipment through asset additions, re-measurements and disposals.

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. In the period to disposal, a total of £2.2m has been paid (2025: £4.1m) and unwinding of discounts on the provision of £0.1m (2025: £0.3m).

16.        DEFERRED TAX

Deferred tax is provided in full on taxable temporary differences under the liability method:

Deferred tax asset/(liability)	Tax losses £000s	Property, plant and equipment and other items £000s	Acquired intangible assets £000s	Total £000s
At 1 April 2025	3,479	(50)	(2,113)	1,316
Credit to the income statement - continuing operations	2,218	7	821	3,046
Charge to the income statement - discontinued operations	(1,845)	-	-	(1,845)
Disposed of with business divestiture (note 19)	(417)	-	-	(417)
At 31 March 2026	3,435	(43)	(1,292)	2,100

 

Deferred tax asset/(liability)	Other temporary timing differences £000s	Tax losses  £000s	Property, plant and equipment and other items £000s	Acquired intangible assets £000s	Total £000s
At 31 December 2023	1,130	882	(96)	(86)	1,830
(Charge)/credit to the income statement - continuing operations	-	1,217	(21)	(2,116)	(920)
(Charge)/credit to the income statement - discontinued operations	(1,130)	1,380	67	37	354
Disposed of with business divestiture (note 19)	-	-	-	52	52
At 31 March 2025	-	3,479	(50)	(2,113)	1,316

Deferred tax assets have been recognised to the extent that management considers it probable that tax losses will be utilised. Due to trading losses in prior years, the Directors expect to phase in the recognition of taxable losses expected to be utilised in the medium and long term as they can better assess the probability of their utilisation.

The level of losses to be utilised is measured by reference to the Board-approved budget and three-year plan, which, is also used to determine VIU for the Group's CGUs, as discussed in note 8. In the current and prior period, a three-year recognition window has been applied.

The net deferred tax liability on property, plant and equipment and other items, and the deferred tax liability on acquired intangible assets, are stated after offset of deferred tax assets from available tax losses of £3.1m (2025: £3.0m) and £4.2m (2025: £3.4m) respectively.

At 31 March 2026, the Group had an unrecognised deferred tax asset relating to losses of £2.2m (2025: £29.5m). The gross value of the balance at 31 March 2026 was £8.8m (2025: £117.9m).

At 31 March 2026, the Group also had an unrecognised deferred tax asset relating to temporary differences on plant and equipment, intangible assets and provisions of £3.1m (2025: £11.8m). The gross value of the balance at 31 March 2026 was £12.2m (2025: £47.3m).

A deferred tax liability of £1.3m (2025: £2.1m) has been recognised in respect of the £21.9m net book value of brands. The full deferred tax liability in respect of the brands is £5.5m, however carried forward tax losses were available to offset £4.2m of this deferred tax liability. Offsetting was unavailable beyond this point as, since the liability is expected to crystallise at a single point in time, it would therefore be subject to loss restrictions.

On the face of the consolidated statement of financial position, the tax losses and deferred tax liabilities in respect of acquired intangible assets have been presented net in accordance with IAS 12. This approach differs to the prior year presentation whereby these amounts, after initial offsetting of losses, were shown gross. The Directors have not adjusted the prior year on the basis that this is not considered to be qualitatively material to the users of the financial statements.

17.        SHARE CAPITAL

The number of shares in issue and the related share capital and share premium are as follows:

Issued and called up Ordinary Share Capital	Ordinary shares Number	Ordinary shares £000s	Share premium £000s
At 1 April 2025	710,806,864	7,108	45,552
Shares issued - Commercial agreement	79,368,711	794	17,428
Shares issued - Share-based payments	8,408,702	84	-
At 31 March 2026	798,584,277	7,986	62,980

During the period, as discussed in more detail in note 19, the Group disposed of its THSC division to a third party, in conjunction with entering into a commercial agreement with Speedy Hire to replace THSC as the principal supplier to the Group.

As part of this arrangement, Speedy Hire subscribed for 79,368,711 shares in the Group, representing approximately 9.99% of the issued share capital. Of the consideration from the Commercial Agreement with Speedy Hire, the Group allocated proceeds of £18.2m from the transaction to the issue of shares using the residual method of allocation from the total transaction price of £35.3m.

More details on the transaction can be found in note 19.

18.        ASSETS HELD FOR SALE

HSS Hire Ireland Limited

In the current period, the Group entered into a Share Purchase Agreement (SPA) with a third party to sell the entire 100% shareholding of the Group subsidiary HSS Hire Ireland Limited, a company incorporated in the Republic of Ireland. The agreement was signed on 1 April 2025 and completed at the end of May 2025.

In the prior period, in January 2025, being the point at which the disposal group for the assets and liabilities for HSS Hire Ireland Limited was classified as held for sale, depreciation on non-current assets ceased in accordance with IFRS 5.

	31 March 2025
	Current £000s	Non-current £000s	Total £000s
Goodwill (note 8)	-	7,510	7,510
Intangible assets other than goodwill (note 8)	-	4	4
Property, plant and equipment (note 9)	-	10,649	10,649
Right of use assets (note 10)	-	3,074	3,074
Inventories	158	-	158
Trade and other receivables	7,936	-	7,936
Cash	3,298	-	3,298
Assets classified as held for sale	11,392	21,237	32,629
Trade and other payables	6,468	-	6,468
Provisions (note 15)	198	545	743
Lease liabilities (note 13)	973	2,066	3,039
Liabilities directly associated with assets held for sale	7,639	2,611	10,250

More information in respect of the discontinued operation associated with HSS Hire Ireland Limited can be found in note 19. No amounts were classified as held for sale as at 31 March 2026.

 

19.        BUSINESS DISPOSAL

The Hire Service Company

As previously announced in the Group's FY24/5 Annual Report, the Group entered into a series of linked agreements with Speedy Hire (Speedy), which included:

-    a new five-year commercial supplier agreement (the '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 will become the principal equipment supply partner to ProService replacing THSC, and Speedy will, in due course, 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 was 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 has 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.

Both transactions were successfully completed on 17 November 2025 following receipt of final approvals from the shareholders, our lenders and the CMA.

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 and therefore not considered a separate unit 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.

Transaction price to allocate	£35.3m
Disposal of assets and liabilities to Speedy Hire	(£15.3m)
Provisions	(£1.8m)
Value attributed to equity under the residual method	£18.2m

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. 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 arm's-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. Companies Act s610 requires share premium to be recognised at an amount equal to the consideration received - after considering the above, and the nominal value of shares issued, this was calculated to be £17.4m. The total amount allocated to the equity issuance equates to a price per share of 22.96p.

The consideration receivable under the Speedy transaction was used to fund an initial seller contribution to THSC, and a deferred consideration to Enact III Funds (an intermediary parent of THSC owned by Enable Funds) to fund its transition 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 to THSC of £16.0m and a further £10.0m payable by the Group to the acquirer, in instalments over the period from June to November 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 overall result on the disposal of THSC includes multiple elements of the transaction, including the £15.3m consideration received, net assets disposed of £25.9m and the deferred seller contribution of £10.0m payable to the acquirer of THSC.

Previously, the results of the THSC business were reported within the Group's 'Operations - UK' reporting segment, with a significant element of revenues recorded through the ProService business.

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. As the transaction was not complete at the prior balance sheet date, the Group had reclassified the assets and liabilities associated with HSS Hire Ireland Limited as held for sale as at 31 March 2025 (see note 18). The transaction completed on 31 May 2025 and generated disposal proceeds of £24.3m. Shortly after the disposal, the Group utilised £17.6m of the proceeds to repay borrowings and further strengthen the Group's balance sheet position.

As discussed more fully in note 2, the results of HIL were presented as a separate operating segment, Operations - Ireland.

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 THSC businesses. The consideration for the sale was entirely settled in cash.

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 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.

Historically, the results of the Power companies were reported within the Group's 'Operations - UK' reporting segment, with a significant element of revenues recorded through the ProService business.

The Group has 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 - Year ended 31 March 2026	The Hire Service Company £000s	HSS Power £000s	HSS Hire Ireland Limited £000s	Total £000s
Revenue	67,165	-	4,323	71,488
Other operating income	1,955	-	-	1,955
Expenses other than finance costs, amortisation and depreciation	(54,601)	-	(3,552)	(58,153)
Depreciation	(10,055)	-	-	(10,055)
Amortisation	(6)	-	-	(6)
Operating (loss)/profit from discontinued operations	4,458	-	771	5,229
Net finance expenses	(2,849)	-	(44)	(2,893)
Taxation (charge)/credit	(1,845)	-	(53)	(1,898)
(Loss)/profit from trade within discontinued operations, net of tax	(236)	-	674	438
Loss on disposal of discontinued operations	(22,239)	-	256	(21,983)
(Loss)/profit from discontinued operations, net of tax	(22,475)	-	930	(21,545)

 

	Year ended  31 March 2026 £000s	Period ended 31 March 2025 £000s
Basic earnings/(loss) per share (pence) from discontinued operations	(2.9)	(18.1)
Diluted earnings/(loss) per share (pence) from discontinued operations	(2.9)	(17.7)
Weighted average number of shares (000s)	744,215	708,819
Weighted average number of diluted shares (000s)	754,801	726,597

 

Discontinued operations - 15-month period ended 31 March 2025	The Hire Service Company £000s	HSS Power £000s	HSS Hire Ireland Limited £000s	Total £000s
Revenue	132,090	4,052	34,325	170,467
Other operating income	501	-	(71)	430
Expenses other than finance costs, amortisation and depreciation	(98,657)	(3,402)	(27,162)	(129,221)
Depreciation (excluding impairment)	(41,542)	(847)	(3,928)	(46,317)
Impairment loss on tangible assets	(45,714)	-	-	(45,714)
Amortisation (including impairment)	(849)	(18)	-	(867)
Impairment loss on intangible assets	(67,834)	-	-	(67,834)
Operating (loss)/profit from discontinued operations	(122,005)	(215)	3,164	(119,056)
Net finance expenses	(5,532)	(119)	(320)	(5,971)
Taxation credit/(charge)	234	104	(698)	(360)
(Loss)/profit from trade within discontinued operations, net of tax	(127,303)	(230)	2,146	(125,387)
Loss on disposal of discontinued operations	-	(642)	-	(642)
(Loss)/profit from discontinued operations, net of tax	(127,303)	(872)	2,146	(126,029)

 

	Year ended 31 March 2026 £000s	Period ended 31 March 2025 £000s
Cash flows from operating activities	10,498	37,644
Cash flows from investing activities (including net cash flows on business divestiture)	14,313	1,494
Cash flows from financing activities	(14,682)	(26,660)
Total cash flows from discontinued operations	10,129	12,478

 

Below is a detailed breakdown of the result on disposal:

Year ended 31 March 2026	The Hire Service Company £000s	HSS Hire Ireland Limited £000s	Total £000s
Description of assets and liabilities
Goodwill	-	7,510	7,510
Software	64	16	80
Property, plant and equipment	36,910	11,347	48,257
Right of use assets	27,085	3,936	31,021
Deferred tax assets	417	-	417
Inventories	2,664	162	2,826
Trade and other receivables	13,574	7,559	21,133
Cash1	14,624	3,530	18,154
Trade and other payables	(9,608)	(6,445)	(16,053)
Corporation tax liabilities	-	(231)	(231)
Provisions	(7,079)	(752)	(7,831)
Lease liabilities	(44,435)	(3,652)	(48,087)
Hire purchase liabilities	(7,426)	-	(7,426)
Net assets disposed of	26,790	22,980	49,770
Total consideration	15,270	24,316	39,586
Less: net assets disposed of	(26,790)	(22,980)	(49,770)
Less: realisation of the translation reserve	-	(1,080)	(1,080)
Less: deferred dowry liability to the acquirer	(10,000)	-	(10,000)
Loss on disposal before costs	(21,520)	256	(21,264)
Less: costs of disposal	(719)	-	(719)
Total loss on disposal	(22,239)	256	(21,983)
Cash consideration received	15,270	24,316	39,586
Cash disposed of	(14,624)	(3,530)	(18,154)
Net cash inflow on disposal of discontinued operations	646	20,786	21,432

¹ Cash balances here for THSC are stated inclusive of the sellers' contribution of £16.0m, less customary contractual adjustments to the contribution

15-month period ended 31 March 2025	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: net assets disposed of	(20,706)
Loss on disposal before costs	(16)
Less: costs of disposal	(626)
Total loss on disposal	(642)
Cash consideration received	20,690
Cash disposed of	(369)
Net cash inflow on disposal of discontinued operations	20,321

 

20.        ALTERNATIVE PERFORMANCE MEASURES

Earnings before interest, tax, depreciation and amortisation (EBITDA), Underlying EBITDA, earnings before interest, tax and amortisation (EBITA) and Underlying EBITA are alternative, non-IFRS and non-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.

The Group discloses Underlying EBITDA and Underlying EBITA 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 and Underlying EBITA 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 they are not directly comparable.

Underlying EBITDA is calculated as follows:

	Year ended 31 March 2026 £000s Continuing	Year ended 31 March 2026 £000s Total	Period ended 31 March 2025 £000s Continuing	Period ended 31 March 2025 £000s Total
Operating profit	(13,515)	(8,286)	6,537	(114,802)
Add: Depreciation	2,060	12,144	2,352	48,639
Add: Amortisation of intangible assets	1,839	1,845	1,966	2,835
Add: Non-underlying items (note 4)	9,189	7,329	1,685	122,786
Underlying EBITDA	(427)	13,002	12,540	59,458

Underlying EBITA is calculated as follows:

	Year ended  31 March 2026 £000s Continuing	Year ended 31 March 2026 £000s Total	Period ended 31 March 2025 £000s Continuing	Period ended 31 March 2025 £000s Total
Operating profit	(13,515)	(8,286)	6,537	(114,802)
Add: Amortisation of intangible assets	1,839	1,845	1,966	2,835
Add: Non-underlying items (note 4)	9,189	7,329	1,685	122,786
Underlying EBITA	(2,487)	888	10,188	10,819

 

21.        POST BALANCE SHEET EVENTS

Repayment of term loan balances

Subsequent to the year-end, on 1 June 2026, the Group made a repayment of £3.0m against the Group's term loan facility. Including the RCF, the Group's debt balances following the repayment were £37.6m excluding debt issue costs.

Refinancing arrangements

The Group's existing Senior Facilities Agreement, entered into on 9 November 2021 was due to mature on 30 September 2026. Subsequent to the repayment discussed above, the amortised cost of this liability was £37.6m and as previously disclosed, was expected to be successfully refinanced before the end of H1-27.

Accordingly, on 29 June 2026 the Group announced a proposed refinancing of its existing borrowings balances (the "Proposed Refinancing"), which comprised:

-    up to £25,000,000 floating rate secured CLN due 2031 to Ravensworth (International) Limited ("Ravensworth"); and

-    a new £35,000,000 ABL revolving credit facility with Leumi UK Group Limited, available to be drawn by HSS ProService Limited.

The two transactions are interdependent and completed simultaneously.

KEY TERMS

The Convertible Loan Notes carry interest at Term SONIA plus a margin of 2.5% per annum reducing to as low as nil over three years subject to EBITDA milestones for the financial years ending 31 March 2027, 2028 and 2029. Interest is non-compounding and rolled up rather than paid in cash. The notes are convertible into new ordinary shares at 4.0p per share from six months after issue and, unless previously redeemed or converted, are repayable in full on 14 October 2031. The Company may redeem the notes in whole or in part from three years after issue.

Under the terms of the CLN, the issuer has the right to review prospective dividends payable by the Group and therefore a restriction exists over future dividend payments, for the duration of the instrument.

The ABL facility carries a discount charge of 2.10% per annum above the applicable reference rate and has a minimum term of 36 months. Proceeds of the ABL facility together with available cash from the issue of the convertible loan notes were used to repay the Senior Facilities Agreement in full at completion.

CONDITIONALITY AND RELATED PARTY MATTERS

Completion of the Proposed Refinancing was conditional on shareholder approval, since the Convertible Loan Note issue could not be completed under the Company's existing share allotment. A general meeting held on 17 July 2026, saw the allotment of shares approved and the completion of the Proposed Refinancing actions took place on 20 July 2026, when the proceeds were received.

Ravensworth, together with its parent Pectan (acting in concert), held approximately 26.02% of the Company's issued share capital at the latest practicable date and is therefore a related party.

The Independent Non-Executive Directors, consulted the Company's nominated adviser and consider the terms of the Convertible Loan Note issue to be fair and reasonable so far as shareholders are concerned.

Full conversion of the notes would, absent a waiver, trigger a mandatory offer obligation under Rule 9 of the Takeover Code; the Takeover Panel has granted a waiver of this obligation in respect of the Ravensworth concert party under the Accelerated Rule 9 Waiver Procedure.

ACCOUNTING TREATMENT

As the conditions giving rise to the Proposed Refinancing arose after 31 March 2026, no adjustment has been made to the amounts recognised in these Financial Statements for the year then ended.

On completion, the Group made the following accounting entries:

-    The remaining balance of the term loan liability and RCF of £37.9m was repaid on 20 July 2026 in full using the proceeds from refinancing, extinguishing the liability.

-    The remaining balance of debt issue cost associated with this liability of £0.2m was written off to finance costs in the income statement on the extinguishment of the liability above.

-    The initial ABL facility drawdown of £19.0m was recognised as a liability on the balance sheet, with no derecognition of the trade receivables balances the facility is secured against. This is because the facility includes full recourse and accordingly, does not trigger derecognition of the secured assets.

-    The CLN instrument issued was identified as requiring bifurcation, with a conversion option that is not closely related to the loan note host instrument. A valuation exercise is underway to identify the fair value of the conversion option. Accordingly, once a fair value has been identified, there will be a bifurcation of the loan note liability within non-current liabilities. The carrying value of the instrument has been recognised net of arrangement fees of £0.7m on top of the notional principle. 

-    Transaction costs of £1.6m were recognised against the liabilities for the ABL facility and CLN, to be amortised through the effective interest method over the lives of the facilities.

-    Approximately £2.2m of further costs associated with the refinancing were recognised in non-underlying items, where these costs relate to explored but aborted alternative financing options.

The refinancing is a significant factor in the Directors' assessment of going concern, given the maturity of the existing Senior Facilities Agreement, and is discussed further in the going concern section of these Financial Statements.

Issue of shares

After the period end, on 5 August 2026, the Group issued 5,175,885 shares following the exercise by certain participants of their nil cost options under the Group's share option schemes. The total increase in the Group's share capital was £52.0k.

Included in the number of shares issued above were 616,197 shares issued to a Director of the Company