Annual financial statement
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RNS Number : 8361TProService Building Services Mktplc08 September 2026 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 arefinancing exercise which provides the Group greater financial flexibility to execute its strategy, as the previousfacilities 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 buildingmaterials. Despite the subdued prevailing UK market conditions, the Group is performing ahead of managementexpectations, 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 andmedium-term strategic initiatives. These support the Board's belief that it can deliver results in line with previousmanagement 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 andsellers as we start to deliver growth." Readers should note these results are presented on a continuing operations basis, representing the marketplace business. The Hire ServiceCompany and HSS Hire Ireland were disposed of during the year and their results are included in discontinued operations. In the prior year, theGroup 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 31March2026) FY25 (15-month periodended 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 31March2026) Proforma254 (12-month periodended 31 March2025) Change Revenue £248.1m £266.1m (£18.0m) Underlying EBITDA (£0.4m) £11.0m (£11.4m) Underlying EBITA (£2.5m) £9.3m (£11.8m) Notes1) Results for both periods are on a continuing operations basis; excluding the THSC, Ireland and Power businesses which were disposed of in November 2025for 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 netbook 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
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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 1April 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 2024rather 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 CommercialAgreement 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 over300,000 assets simultaneously resulting in distraction and a reduction in our service levels and conversionduring 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 revenuewas 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 finalquarter 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 arepayment 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 commercialarrangements 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 thechallenging 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 improvingtrend. · 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 theoperation) 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 buyersand 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 additionalcapital 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 postedto 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 8September 2026. Analysts wishing to attend should contact FTI Consulting to register: hssproservice@fticonsulting.com An audio recording will be available on our website in due course. Notes to editorsOn 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 selleracquisition in the building services sector. Technology driven, scalable and uniquely differentiated. Wide range ofbuilding 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: Investors@hss.comTom Shorten, Chief Executive Officer Greig Thomas, Chief Financial Officer FTI Consulting Tel: 020 3727 1340 Nick Hasell
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Victoria Hayns Canaccord Genuity Limited (Nominated Adviser and JointBroker) 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 ofdomestic 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 personresponsible 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 buildingservices, 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 legacyhire business. No sooner were those transactions complete then we commenced our refinancing, which completedafter 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 fromTHSC 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 (FY2515 months: £362.8m) and gross profit of £49.6m (FY25: £81.3m), which reflects a gross profit margin of 20.0% forthe 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 throughthe 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 CommercialArrangement 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 notpossible. However, the Group disclosed a number of pro-forma measures in the previous year which are on acontinuing 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 andmaintaining a hire fleet in THSC. This year we removed that constraint decisively and permanently. Under ourCommercial Agreement, Speedy Hire replaced THSC as the main supplier of the range of hire equipmentpreviously 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 facilitatedand required the disposal of THSC, completing our pivot from asset ownership. Together, the effect of theseactions 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 standalonemarketplace, technology-led, asset-light and scalable. The disposal of THSC and the mobilisation of the SpeedyHire 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 itsown 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 ofConvertible Loan Notes and a £35.0m asset-based lending facility, which together repaid our previous SeniorFacilities 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 insulatedfrom 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 havedelivered a genuine transformation of this business in 18 months while continuing to serve buyers and sellers
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every day. I would like to thank my fellow Board members and, on their behalf, I want to extend that thank you toall 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 note21 for more details). The additional liquidity this has created will be instrumental to the Group in delivering on its strategic objectives forFY27 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 ExecutiveChairman of ProService on completion of the Speedy and THSC transactions in November 2025. On behalf of theBoard, 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 ExecutiveDirector. Tom has been with the business since 2017, joining originally as Chief Commercial Officer. Tom has beenthe 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 Boardin January 2026, having helped steer the Group through separation. He was replaced in January 2026 by GreigThomas 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 talentmanagement. 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 forwardto 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 growthfrom 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, withaverage 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 thefull 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 toensure 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 itsavailable 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 anew ERP solution in FY27 represent significant steps forward, and we expect these improvements to deliversignificant value to our customers, suppliers, colleagues and shareholders. ALAN PETERSON OBEChairman 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 sellersacross a broad range of products and services. As Amazon transformed retail, we intend to do the same for the buildingservices sector. Our mission is to make it simple and seamless for buyers to hire and purchase everything they need: hundreds ofspecialist sellers, accessible in one place, with one account, and with the rapid service, instant visibility and full control
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that buyers expect. The past year was about putting the platform in place to deliver that mission. This year, our priority isto demonstrate the value and potential of what we have built, running the business with discipline, driving efficiency andcustomer 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 ofthe equipment-hire model we have been moving away from for several years. Ahead of us was the challenge of a debtstructure 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 asingle platform, and welcoming Speedy Hire as a key marketplace seller - is complete. At the same time, Speedybecame 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 SeniorFacilities Agreement at the point of repayment. Completion of the arrangements with Speedy Hire, the disposal of THSC and the refinancing have removed the largestsources of uncertainty that have weighed on the business. We now have a stable base from which to execute ourstrategy 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 heavyadmin and slow response times. We will win on speed, simplicity and reliability, providing rapid, right-first time serviceevery 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 materiallyfaster 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 itselfneeding to hold the asset. 3. Drive Profitable GrowthLeverage our transformed marketplace experience to grow transaction volume and margin, using the balance sheetstrength 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 awayfrom 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 andmore 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 abetter 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 servicelevels from sellers. - make the marketplace an easier and lower-cost route to market for sellers, so that ProService becomes their platformof 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. ERPAs we wind down the remaining Transitional Services Agreement obligations from the THSC relationship, we areimplementing 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 andpayment, 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 resalerequirements, to deliver top line growth - grow share of wallet with existing buyers, focusing on segments that are insulated from short term economicheadwinds, 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, withSpeedy's Lloyds British business as a seller.
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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 improvethe buyer experience. The opportunity Today, too many buyer enquiries take longer than they should to resolve. Responses are handled sequentially ratherthan 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. Webelieve 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 dataarchitecture. 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 andultimately 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 exercisethat 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 thatbuyers, sellers and ProService all benefit. The opportunityAs a marketplace, the strength of our seller base determines what we can offer buyers. Historically, availability of theright products from the right sellers has been inconsistent, service levels have varied and commercial terms have notalways reflected our position in the market. In addition, the experience for sellers of working with us has had room toimprove, 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 commercialarrangements as that relationship strengthens.- Data and insights - aligning goals and routines with key sellers, underpinned by shared data, so performance can beactively managed and buyers have full visibility of order status. The benefits we expect
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- 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 marketplacemodel. 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 mobilisationbrought 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 morefocused 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 thefollowing 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 asproviding access to its full fleet, enhancing availability. At the same time, Speedy Hire became an investor, taking a9.99% 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, wideningour buyer base, removing capital intensity from our business, and creating increased focus on our marketplacemodel. 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 THSCto Speedy Hire. We also welcomed colleagues from Speedy Hire and built a new Speedy Hire Customer Solutionsteam 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 servicemetrics 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 technologyintegrations between our platform and Speedy's systems are now in place, with revenue growing steadily andmargin 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 mobilisationwas at its most disruptive, because colleagues cope better with difficult change when they understand why it ishappening. 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 feedbackand continue to do so. Following the significant changes to our business, I felt it was important to reset our company and colleaguevalues, 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 andbehaviour 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 mandatoryperformance-management training for those who lead others. REFINANCING In July 2026 we successfully refinanced our debt facilities, required because our previous arrangements wereapproaching maturity (September 2026). Completion of the refinancing gives us a debt structure better suited to growing the marketplace business andremoves 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 unfinishedbusiness standing between management and a complete focus on running the marketplace itself. TRAINING: BUILDING ON MARKET LEADERSHIP
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HSS Training delivers over 78,000 training seats a year across more than 400 accredited courses, through morethan 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, whereour 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 ownright. 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. Everythingwe do this year maps to one of three strategic pillars. Transforming the Marketplace Experience is where significant management time is being invested, because it isfundamental 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 atraditional hire competitor, still running on manual processes, will find very difficult to replicate. The opportunity tobuild 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, fueland materials - through a single ProService account with Testing, Inspection and Certification to follow, alongside acomplementary offering from our Training business. Reflecting the significance of this business, we have taken thedecision 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. Everyproduct vertical we add and every seller we bring on makes the marketplace more valuable to everyone alreadyusing 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 capitalallocation 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 finishembedding 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-mindedlypursued, 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 andequipment - improving net margins on this product category compared with those previously achieved withTHSC 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 SpeedyHire. Around 100 colleagues transferred from Speedy Hire to ProService under TUPE, joining our Trainingbusiness 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 largercustomer base and widens the range available on our platform, strengthening our proposition for every one of ourbuyers 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 Hireagreement increases our exposure to infrastructure and new build contractors, strengthening our sectordiversification. 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 SHORTENChief Executive Officer Chief Financial Officer Review
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FINANCIAL HIGHLIGHTSIn 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 remaininghire 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 netproceeds 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 CommercialAgreement with Speedy Hire, which became the primary supplier to the ProService business. Total investment inthe 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 andproviding 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 isrealised 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 andfurther strengthen our customer proposition. REVENUEGroup 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 theprior 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 andstrategic 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 witha measure of our market share. Pro's revenue recognition accounting policy includes the judgment that some ofthe 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 FinancialStatements. GROSS PROFITCost 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 HireCustomer Solutions revenue on which the margin is shared with Speedy Hire. COSTSAdministrative 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 theGroup's continuing administrative expenses are slightly above prior year levels, due mainly to planned additionalheadcount 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 EBITDAmargins 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 beingfulfilled 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 theextended 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 fromthe Underlying EBITDA variance
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OPERATING LOSS AND LOSS BEFORE TAXThe 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 inmore detail in the next paragraph. On a continuing basis the loss before tax was £18.3m (2025: loss of £0.5m). NON-UNDERLYING ITEMSThe 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 notreflective 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 ofTHSC. The Commercial Agreement and disposal of THSC were complex arrangements that occurred coterminously, withcertain 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 beenincluded 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 £3.5mduring the period (2025: £5.9m). The decrease is due to the elongated prior reporting period as well as the impactof 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 anincrease 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: chargeof £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 willbe utilised. In the current period a three-year (2025: three-year) recognition window has been applied. REPORTED AND UNDERLYING EARNINGS PER SHAREOur 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 wasdriven 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 Groupseparated 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 inthe Group's Brenda platform which continues to underpin the Group's marketplace. The reduction in capitalisationduring 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 devotesignificant 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 thedisposal 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 RECEIVABLESGross 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 bea 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 rehirerevenues 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 thedisposal of THSC and Ireland during the year (£7.1m). The remaining decrease was driven by utilisation of
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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 remainingproperty portfolio. CASH GENERATED FROM OPERATIONS Net cash generated from operating activities was an outflow of £16.7m, a decrease of £45.1m compared with theprior period. The movement in operating cash flows was due to the higher gross profit business, THSC, in the prior year as wellas 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 disposalof THSC. The Group's financing cash flows include proceeds from borrowings of £5.0m and proceeds from issue of sharesto 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 DEBTNet debt at the balance sheet date was £30.5m (2025: £97.6m) with access to £13.8m (2025: £58.3m) ofcombined 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 growthaspirations, see the post balance sheet note (note 21) for more details. GOING CONCERNSubsequent 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-backedlending (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, providingfunding 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 materialuncertainty in respect of the Group's own going concern, in downside scenarios where Speedy Hire cease tradingimmediately 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 PERFORMANCEIn addition to the statutory figures reported in accordance with IFRS, we use APMs to assess the Group's ongoingperformance. 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 borrowingfacilities 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 asdepreciation and amortisation. Additionally, analysts and investors assess our operating profitability using the Underlying EBITA metric, whichtreats 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 theperiod. 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 theGroup 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 bestview of long-term liquidity. DISCONTINUED OPERATIONSDuring 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 discontinuedoperations in accordance with the requirements of IFRS 5. In the prior period, the Group's Power segment is alsoincluded in discontinued operations. As a result, the income statement and related notes to the accounts have been re-presented to show the resultsconsistently 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 19for more details.
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POST BALANCE SHEET EVENTSRepayment of borrowingsSubsequent 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 creditfacility, the Group's debt balances following the repayment were £37.6m excluding debt issue costs. Refinancing activitiesThe Group's existing Senior Facilities Agreement, entered into on 9 November 2021 was due to mature on 30September 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, whichcomprised: - 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 ProServiceLimited. The proceeds of this refinancing transaction were used to extinguish the existing financing facilities discussedabove, 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 ThomasChief 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. Ourasset-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-daydecisions. The framework identifies and manages material threats and opportunities, protects stakeholdersand supports informed risk-taking. It manages rather than eliminates risk and provides reasonable, not absolute, assurance. OWNERSHIP AND ACCOUNTABILITYThe 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 theprincipal risk position, challenging management's assessments and actions, considering assurance findings andrequesting 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 theeight principal risks has an Executive owner accountable for the assessment, control environment and agreedactions. 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 delegatedauthority, follow policies and raise concerns promptly. Our values support open challenge, accountability andprompt escalation. IDENTIFICATION, ASSESSMENT AND RISK APPETITE Principal and emerging risks are identified from strategic planning, market and competitor intelligence, monthlyperformance reporting, incidents and complaints, buyer and seller feedback, legal and regulatory developments, technology and cyber monitoring, major programmes and assurance activity. Management considers the potentialimpact, 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 potentialeffect 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 riskchanges materially, owners are required to define further controls, actions, assurance or escalation. Assessmentsare 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 Teamreviews, 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 Committeeoutside the normal reporting cycle. The consolidated register brings these inputs together so that changes inexposure, control effectiveness and delivery dependencies can be considered consistently across the portfolio.
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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 RISKWe 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 regionalmanagement. The Third Line of Defence Functions that provide independent assurance, in the HSS case primarily InternalAudit.Self-Assessment (CRSA) audits undertaken by regional management. The Board and Audit Committee use management reporting and assurance findings to assess whether risks arebeing managed within appetite. Assurance is targeted according to risk and materiality, with findings assigned toowners 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 TRANSITIONFY26 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 businessmodel and risk profile. The principal risk register was therefore redesigned for the standalone marketplace, ratherthan 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. Theformer 11 Group risks were reviewed as a completeness check, retaining or reframing relevant exposures andremoving 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 anevidence-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 notidentify an omitted or unmanaged principal risk or a material control failure affecting the closing assessment. Thereporting 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 anasset-owning hire model to a standalone framework aligned to ProService's asset-light marketplace. Throughoutthe 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 theevidence-based year-end close-out was approved by the Board after year end. Standalone risk framework - Established eight marketplace-aligned principal risks with namedExecutive owners, appetite, velocity, gross and residual ratings, evidence and tracked actions. Separation and mobilisation - Used cross-functional governance, daily cutover controls andescalation to manage the Speedy mobilisation, THSC disposal, TSA dependencies and associatedintegration and onboarding challenges. Year-end close-out - Consolidated risk data, Board reporting, incidents, project records and controlevidence; no omitted or unmanaged principal risk was identified. Technology and data assurance - Achieved ISO 27001 certification, moved the full Microsoft 365tenant into a new, fully cloud-based E5 environment, and strengthened cyber monitoring, accesscontrols and Data Governance. Seller and operational controls - Expanded supplier-audit capacity, improved complaints andservice insight and strengthened joint performance management with Speedy and other key sellers. People and change - Supported TUPE, organisation change and onboarding of more than 85colleagues and worked with external specialists and colleagues to redesign ProService's values fromthe bottom up. Sustainability and compliance - Maintained legal, governance, fraud, whistleblowing and HSEQcontrols, used external ESG support and increased focus on seller due diligence and independentchallenge. FY27 RISK MANAGEMENT FOCUS AREAS With the marketplace model established and refinancing completed after year end, FY27 moves from redesign todisciplined operation. The priority is timely visibility for the Leadership Team, Board and Audit Committee overchanges in exposure, control effectiveness and delivery dependencies. Risk management will support the FY27
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priority projects-Project Sync, Supply Chain, ERP and Revenue Growth-and the three strategic pillars: Transformthe Marketplace Experience, Sell the Full Proposition and Drive Profitable Growth. Quarterly risk governance - Operate a defined quarterly cycle with evidence standards, trackedactions, targeted deep dives, Board and Audit Committee challenge and immediate escalation. Portfolio and benefits assurance - Use one prioritised roadmap across the strategic portfolio, withaccountable sponsors, stage gates, dependencies, capacity and Finance-led benefits validation. Financial resilience - Monitor the new funding structure, liquidity and covenants; strengthenforecasting, working capital, cash conversion and timely response to plan variances. Seller quality and assurance - Launch the seller compliance portal, embed risk-based supplier auditand independent challenge, improve service and compliance data, and strengthen HSEQ, ESG andcorrective action. Technology, data and cyber - Progress towards a 100% cloud-based estate, implement ERPintegrations, 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, protectcritical capability and measure communication, training, adoption, engagement and wellbeing. Marketplace-aligned climate and ESG - Align climate and ESG governance, targets, reporting andevidence to the marketplace model; refresh climate risk and SBTi plans; strengthen seller sustainabilitydata and due diligence. PRINCIPAL RISKS AND UNCERTAINTIES Key - Movement No movement: = Up: ↑ Down: ↓ Key risk Descriptionand impact How we mitigate What we have done inFY24/25 1. SUSTAINABILITY & CLIMATE CHANGEMovement Owner:Matt AdamsGroup ManagingDirector Failure to identify andmanage climate-relatedrisks, maintain crediblenet zero andsustainabilitycommitments, obtainreliable seller ESGevidence ordemonstratecommunity impactcould weakenstakeholder confidenceand limit our ability totrade.It could reducerevenue, damagereputation, detercolleagues and sellersand reduce investorconfidence. Board and Leadership Teamoversight is supported by adedicated Sustainability functionand the inclusion of climate andESG matters within the principalrisk framework.The annual ESG inventory,Climate-related FinancialDisclosures (CFD) and KPIreporting provide the evidencebase for monitoring emissions,energy, waste, social value andprogress against commitments.Climate-risk assessment andtransition planning informpriorities. External specialistsupport and recognisedassessments, includingSustainable Advantage, EcoVadisand CDP, inform management'sreview and improvement activity.Marketplace tools, includingcustomer carbon reporting andGreener Alternatives, supportbuyer decision-making.Seller onboarding, compliancechecks and audit activityincorporate ESG requirementsand provide routes for evidence,findings and material issues to beescalated. Completed the annual ESG inventoryfor ARA reporting. Furtherperformance, metrics and priorities willbe set out in the ESG Impact Reportplanned for Q2 FY26/27.Thrive social value impact-reportingsoftware recorded in excess of£237.0m of social value generatedthrough our supply chain.Management continued to use itsmarketplace-aligned Climate RiskRegister (CRR) throughout FY26. Wewill continue to work with SustainableAdvantage to identify emergingclimate-related risks and issues thatmay affect the business and ensure theCRR remains current and appropriate.Management assessed that separationwould create changes materially abovethe SBTi's ±5% reassessment threshold.FY27 actions cover the climate-riskrefresh, standalone data, marketplacegreenhouse gas (GHG) inventory,revised targets and stronger sellerevidence. 2. STRATEGY Movement Owner:Steve GaskellGroup StrategyDirector Failure to adapt andembed the strategy,respond to market andcompetitor change, ormanage materialdelivery andpartnershipdependencies couldweakencompetitiveness andlong-term sustainablevalue. Poor execution couldreduce revenue,margin, cash generationand stakeholderconfidence. Board-approved strategy andfinancial plans set priorities,investment and expectedoutcomes around the threestrategic pillars.The Board and Leadership Teamreview trading performance,market conditions, buyer andseller insight, strategicdependencies and delivery risks.A prioritised portfolio assignsExecutive sponsors, programmegovernance, stage gates,resources and tracked actions tomaterial initiatives.Joint governance with Speedysupports commercial, service andtechnology dependencies, withissues escalated through agreedmanagement routes.Finance reviews forecasts,investment and benefits so thatrevenue, margin, cash andproductivity assumptions aretested and tracked.The portfolio spans Hire, Trainingand wider marketplace verticals,providing diversification acrosspropositions and buyer segments. Continued marketplace investment,diversification and growth throughFuel, Equipment Sales and Trainingalongside progressing confidentialseparation planning.Completed the Speedy agreement andTHSC disposal on 17 November 2025,establishing ProService as astandalone, asset-light marketplaceand clarifying the strategic direction toall our stakeholders.Established targeted retention activityfor key buyer revenue andstrengthened commercial leadership.Advanced the Project Sync discoveryphase, restarted NetSuite mobilisationand brought the FY27 plan togetheraround Transform the MarketplaceExperience, Sell the Full Propositionand Drive Profitable Growth.Integration challenges with Speedymeant technology delivery did notprogress as planned in Q4, increasingexecution risk. Residual risk thereforeclosed unchanged, with joint planningand oversight continuing. 3. FINANCIAL Movement Insufficient funding orliquidity, weak tradingperformance, poor Board-approved budgets andforecasts are supported byfinancial and operational Maintained treasury, reporting, credit-control and cash-managementprocesses through weaker demand,
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PRINCIPAL RISKS AND UNCERTAINTIES Key - Movement No movement: = Up: ↑ Down: ↓ Key risk Descriptionand impact How we mitigate What we have done inFY24/25 Owner:Greig ThomasChiefFinancial Officer working-capital orfinance-process control,buyer default, taxexposure or fraud couldaffect ProService'sstability, complianceand ability to invest. These risks couldreduce cash, marginand stakeholderconfidence. reporting, scenario analysis andearly corrective action.Finance monitors liquidity, cashflow, net debt, covenantheadroom and the fundingstructure.Credit assessment, limits,collections, dispute managementand bad-debt monitoring managebuyer exposure andoverdue balances.Purchase-to-pay, invoicing, sellerreconciliation and delegated-authority controls supportaccurate transactions andcash conversion.Treasury, tax, fraud-preventionand financial-reportingresponsibilities are assigned tospecialist teams, with internal andexternal review where required.Finance reviews strategic-projectcosts and benefits to test deliveryof margin, cash and productivityimprovements and identifyoverlap between initiatives. revenue and EBITDAunderperformance and working-capitalpressure. Supported the separation throughcontrolled financial, treasury, tax andreporting activity. The standalonestructure reduced debt and providedgreater clarity, while externalisedbalances, seller disputes and deferredobligations required activemanagement. Liquidity remained actively managed.Refinancing became more challengingin Q4, increasing the year-end residualrisk. Subsequent to the year end, theProService Group completed a newfunding structure comprisingConvertible Loan Notes and an asset-based lending facility, repaying theprevious Senior Facilities Agreement -reducing the level of financial risksubsequent to the year end. 4. REGULATORY, LEGAL & COMPLIANCE Movement Owners:Daniel JollGroup GeneralCounsel and CompanySecretaryMatt AdamsGroup ManagingDirector Failure to comply withlaw, regulation, listed-company obligations,internal policies orHSEQ standards couldcause financialpenalties, legal claims,operational restrictionorreputational damage.The marketplace modelalso increases exposureto seller compliance,safety and ethicalstandards. Board and Audit Committeeoversight is supported by theGeneral Counsel and specialistLegal, Compliance, Finance,HSEQ, Information Security andPeople functions.Policies, delegated authorities,training and legal advice supportcompliance with listed-company,commercial, employment, data,anti-bribery, fraud and otherobligations.Whistleblowing and fraud-reporting channels enableconcerns to be raised,investigated and escalated.Seller onboarding, due diligence,compliance checks andoperational audit activity monitorlegal, insurance, HSEQ and servicerequirements.Incidents, findings and correctiveactions are reportedthrough relevant managementand governance routes,with external advisers orindependent reviewcommissioned whereappropriate.Proportionate HSEQarrangements remain in place foroffice and home-basedcolleagues. Maintained corporate-governance,legal, reporting, policy, fraud andwhistleblowing processes whilesupporting confidential separation andlisted-company obligations.Reframed the risk for the standalonemarketplace, where increased focus isplaced on seller governance,compliance, operational audit andthird-party HSEQ. The broader scopeincreased the year-end residual rating;it did not reflect deterioration in corelegal or reporting controls.Increased seller-audit capacity on theground, improving operationalcoverage. With the audit team locatedwithin Supply Chain, separate oversightthrough the Assurance team is requiredto provide independent challenge overcoverage, findings and correctiveaction.The removal of branches, depots,drivers and equipment handlingreduced direct ProService safetyexposure; management focus shiftedtowards seller due diligence, incidentreporting, investigation and corrective-action follow-up. 5. OPERATIONALMovement Owner:Dani HodgesChief CommercialOfficer Failure to manage sellerresilience andstandards, platform andorder controls,opportunity-to-payment processes orbuyer service could leadto unavailable supply,incorrect or delayedfulfilment, revenueloss, additional cost anddamage to buyerconfidence. Seller onboarding andcommercial agreements setservice, compliance andinformation requirements,supported by operational auditsand performance review.A diversified seller networkprovides alternative fulfilmentroutes, while Speedyperformance is managed throughjoint governance, agreedmeasures and corrective actions.Given the transformationalrelationship with Speedy Hire, theGroup monitors their financialhealth on an ongoing basis.Brenda and Marketplaceworkflows support quotation,order acceptance, fulfilment, off-hire, proof and invoicing controls,with change and defectmanagement owned in-house.Buyer complaints, servicemeasures, 3Ps completion andincident data are reviewed toidentify trends and requiredaction.Operational teams use targetedgovernance for material events,with clear escalation, buyercommunication and permanentsystem or process fixes whereneeded.Contract, margin and delegated-authority controls support right-first-time delivery andcommercial discipline. Fulfilment KPIs, buyer complaints,operational audits and supply-chainperformance were monitored tomanage buyer service and third-partyfulfilment pressure. Detailed Speedy mobilisation planningcovered capacity, continuity, systems,future orders and buyercommunications to support a smoothcutover. Speedy service levels remained belowagreed expectations at year end,affecting ProService and buyers. Jointperformance management, correctiveplans and work towards an integratedseller dashboard progressed. The broader standalone risk nowcovers supply chain, platformdevelopment, opportunity-to-paymentand delivery excellence. Residual riskincreased at Q4, reflecting continuingservice dependency and the maturitystill required in the new operatingmodel with key suppliers. 6. TECHNOLOGY & CYBER Cyberattack, data loss,system failure,inappropriate access or ISO 27001 provides theinformation-security Achieved ISO 27001 certification forthe ProService Group (Marketplace andTraining) and continued cybersecurity
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PRINCIPAL RISKS AND UNCERTAINTIES Key - Movement No movement: = Up: ↑ Down: ↓ Key risk Descriptionand impact How we mitigate What we have done inFY24/25 SECURITYMovement Owner:Daniele TuriChief TechnologyOfficer poorly controlledtechnology changecould interrupt service,breach legal obligationsand damage trust.ProService's strategyalso depends onreliable data, resilientplatforms and secureadoption of automationand AI. management framework forProService and HSS Training.Microsoft 365 E5, ThreatSpikemonitoring, multi-factorauthentication, endpointprotection and incident-management processes supportprevention, detection andresponse.The Data Governance forumoversees data protection, majorincidents, seller and processorrisk, retention, cloud posture andcontrol actions.In-house ownership of Brendasupports secure development,testing, change control, defectresolution and resilience of a coreoperating platform.Access reviews, backup andrecovery arrangements, seller-security checks and plannedtesting support continuity andcompliance.A prioritised technology roadmapmanages cloud migration, legacyand TSA exit, NetSuiteintegration, Project Sync, capacityand interdependencies. monitoring and colleague awarenessactivity. Further reduced dependency on on-premise systems by moving the fullMicrosoft 365 tenant into a new, fullycloud-based E5 environment andstrengthening access, incident anddata-governance arrangements. A year-end external review by securityspecialists developed a programme ofsecurity, data-control and AI-readinessactions that will further strengthen thecontrol environment.Management's year-end assessmentdid not identify a cyber breach orprolonged outage and, with furtherprogress towards a 100% cloud-basedinfrastructure, residual risk reduced. Project Sync and AI are treated asstrategic enablers; the control focus isreliable data, secure platforms, clearaccountability, human oversight andsufficient Technology capacity.Separation created a smaller, morecontrollable estate and retained directin-house ownership of Brenda,reinforcing the year-end controlposition. 7. PEOPLEMovement Owner:Kayleigh WrightHR Director Failure to attract, retainand develop the rightcapability, manageorganisational change,sustain engagementand wellbeing, orcomply withemployment law couldweaken service,controls, productivityand delivery of thestrategy. Workforce planning, roleapproval and recruitment alignresource decisions to businesspriorities and budget.Structured onboarding, role-based learning, managerdevelopment and performancemanagement support capabilityand accountability.Talent, succession, retention andknowledge-transfer activityprotects critical roles andspecialist capability.Colleague communication,engagement surveys andrepresentative forums providefeedback and support changereadiness.HR policies, consultation,employee-relations support andspecialist advice manageemployment-law andorganisational-changerequirements.Wellbeing support includes anemployee assistance programme,healthcare services and targetedcommunications.People impacts, training,adoption and capacity are builtinto major programmes includingProject Sync, NetSuite andorganisation redesign. Supported separation through TUPEactivity, reporting-line changes,workforce planning, communicationsand the onboarding of more than 85colleagues into a clean-teamenvironment. Core recruitment, onboarding,colleague-relations, training andengagement processes continuedduring the transition. Worked with specialists Muddy Welliesand colleagues to redesign ProService'svalues from the bottom up, creatingPROgress Makers, PROfessionals,PROblem Solvers and PROud.Performance and manager-development processes were alsostrengthened. The closing assessment recognised thatPeople risk remains material as theGroup continues to monitor itsorganisational structure alongsideProject Sync, NetSuite and servicereadiness while protecting criticalknowledge and capability. The clearer standalone organisationand completion of major transitionactivity reduced residual risk at Q3,maintained at year end. 8. TRANSFORMATION Movement Owner:Senior LeadershipTeam Failure to coordinateand embed systems,operating-model,organisation and post-TSA change couldinterrupt service,weaken controls,increase cost or delaystrategic benefits.The risk is heightenedwhere majorprogrammes competefor the same people,technology andmanagement capacity. The Leadership Team oversees anintegrated transformationportfolio with named sponsors,steering groups and programmegovernance.Material programmes useapproved scope, plans, risk andaction logs, dependencymanagement and escalation;stage gates are applied whereappropriate.Cross-functional design bringstogether Technology, Finance,Operations, People, Legal andcontrol requirements.Change plans cover consultation,communication, training,adoption, knowledge transferand protection of criticalcapability.Finance tracks benefits againstagreed revenue, margin, cash,productivity and serviceoutcomes.TSA and legacy exits, datamigration, seller and buyertransitions and remaining Sennaobligations are tracked, with post-implementation review whereappropriate. Completed the legal separation andimplemented the Speedy agreementon 17 November 2025, requiringcoordinated delivery acrosscommercial, operational, technology,data, people, legal and controlworkstreams. The concentration of interdependentchange increased residual risk in Q3.Integration and onboarding challenges,incomplete functionality andcontinuing TSA and legacydependencies showed that legalcompletion did not equal fulloperational completion. The closing residual risk reduced,reflecting the move from peaktransition activity into a morestructured delivery phase. Theassessment also recognised thatbenefits were not yet fully delivered orevidenced and that FY27 requiresdisciplined portfolio prioritisation,protected capacity, colleague adoptionand demonstrable benefits realisation. During Q4, immediate cutover issuesstabilised, ERP mobilisation restarted,Project Sync discovery progressed andstandalone controls continued todevelop.
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CONSOLIDATED INCOME STATEMENT FOR THE YEAR ENDED 31 MARCH 2026 Year ended 31 March 2026 15-month period ended 31March 2025 NoteUnderlying£000s Non-underlyingcosts(note 4)£000s Total£000sUnderlying£000s Non-underlyingcosts(note 4)£000s Total£000sRevenue 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 ontrade receivablesand 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 fromcontinuing operationsbefore 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 fromcontinuing operations (6,050) (9,189) (15,239) 284 (1,685) (1,401) (Loss)/profit fromdiscontinued operations,net of tax 19 (1,311) 1,749 438 (6,235) (121,435) (127,670) Loss on disposal ofdiscontinued operations 4, 19 - (21,983) (21,983) - (642) (642) Loss for thefinancial period (7,361) (29,423) (36,784) (5,951) (123,762)(129,713) Alternative performancemeasures for continuingoperations (£000s) Underlying EBITDA 20 (427) 12,540Underlying EBITA 20 (2,487) 10,188 Earnings per sharefor continuingoperations (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 anddiscontinuedoperations (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 note19). The comparative figures for the prior period have been re-presented, so that amounts relate to alloperations 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 Yearended31March2026£000s 15-monthperiodended31March2025£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 foreignoperations 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)
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CONSOLIDATED STATEMENT OF FINANCIAL POSITION FOR THE YEAR ENDED 31 MARCH 2026 Note 31 March2026 £000s 31 March2025 £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 2026and were signed on its behalf by: Greig ThomasDirector 7 September 2026 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 MARCH 2026 Sharecapital£000s Sharepremium£000s Mergerreserve£000s Foreignexchangetranslationreserve£000s Retainedearnings/(deficit)£000s Totalequity£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 translationdifferences on consolidation offoreign operations - - - (542) - (542) Total comprehensive loss for theperiod - - - (542) (129,713)(130,255) Transactions with owners recordeddirectly in equity:
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Sharecapital£000s Sharepremium£000s Mergerreserve£000s Foreignexchangetranslationreserve£000s Retainedearnings/(deficit)£000s Totalequity£000s 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 translationdifferences on consolidation offoreign operations - - - 115 - 115 Realisation of foreign currencytranslation differences on businessdivestiture - - - 1,080 - 1,080 Total comprehensive loss for theperiod - - - 1,195 (36,784) (35,589) Transactions with owners recordeddirectly in equity: Shares issued in connection with thecommercial agreement (note 17 and19) 794 17,428 - - - 18,222 Shares issued from share-basedpayments 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 ended31 March2026 £000s 15-monthperiod ended31 March2025 £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 stockcustomer losses and hire stock write-offs 2,109 7,566 - Accelerated depreciation of other property, plant andequipment and right of use assets - 1,582 - Loss on disposal of property, plant and equipment andright 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 insublease 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 disposalsand 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 purchaseof 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 andequipment - 17
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Note Year ended31 March2026 £000s 15-monthperiod ended31 March2025 £000sPurchases of non-hire property, plant, equipment andsoftware 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 cashand 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 entityThe Company is a public limited company which was listed on the London Stock Exchange up until 14 January 2021, when theGroup's ordinary shares of 1p each were admitted to trading on AIM. The Company is incorporated under the Companies Act2006 and domiciled in the United Kingdom. During the current period, on 28 November 2025, the reporting entity changed itsname from HSS Hire Group plc to ProService Building Services Marketplace plc. The address of the Company's registeredoffice is Building 2, Think Park, Mosley Road, Manchester, M17 1FQ. These Consolidated Financial Statements comprise theCompany 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 thecompany's statutory accounts for those years. Statutory accounts for the period ended 31 March 2025 have been delivered tothe Registrar of Companies. The statutory accounts for the year ended 31 March 2026 will be delivered to the Registrar ofCompanies 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 wereunqualified and did not contain a statement under 498(2) or 498(3) of the Companies Act 2006. The auditors report on theaccounts for the year ended 31 March 2026 and period ended 31 March 2025 drew attention to a material uncertainty relatingto going concern. b) Statement of complianceThe Group Financial Statements of ProService Building Services Marketplace plc have been prepared in accordance withUK 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 wasmade to accommodate group restructuring activities. As a result of the change the income statement is not directly comparablebetween the current year and prior period. c) Functional and presentational currencyThese Financial Statements are presented in pounds sterling (£), which is the Group's presentational currency. The functionalcurrency of the parent and subsidiaries is pounds sterling, except for the disposed entity HSS Hire Ireland Limited that isincorporated in the Republic of Ireland, which has the euro as its functional currency. All amounts have been rounded to thenearest thousand, unless otherwise indicated. d) Basis of preparationThese Financial Statements have been prepared under the historical cost convention. The accounting policies set out belowhave been applied consistently to all periods presented in these Financial Statements. e) Going concernAs at 31 March 2026, the Group's financing arrangements totalled £40.9m, split between a term loan facility of £35.9m andRCF of £5.0m, both of which were fully drawn. The balance on the term loan had reduced during the year as, following the saleof the HSS Ireland business for £24.3m (see note 19), the Group repaid £17.6m of senior finance facility. Further repaymentswere 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 concernassessment period. However, as discussed in more detail in the post balance sheet events disclosures (see note 21), theGroup'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 ABLfacility 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'sshareholders (see note 21) which was fully drawn on issue.
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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 aminimum liquidity covenant of not less than £3.7m of available liquidity on the last calendar day of the month and the CLN hasa minimum Underlying EBITDA covenant. The EBITDA covenant requires the Group and HSS Training Limited to have Underlying EBITDA above predefined levels at theend of each financial year, and a breach occurs only in the event that neither the Group nor HSS Training Limited achievestarget. As part of its assessment of going concern, the Group has utilised cash flow forecasts, taking into account strategic initiativesand 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 31March 2026 year end impairment reviews. The going concern review considers the covenants in place for the ABL facilitythroughout 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 beappropriate and did not identify any material uncertainties in this regard. To further test the model a severe but plausibledownside scenario was modelled, which includes adjustments to the base case model for each of the following potentialoutcomes: - 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 withoutmitigations, the minimum liquidity covenant would be breached. However, the addition of even a single mitigating action issufficient to avoid a covenant breach and accordingly, the Group assesses that this does not create a material uncertainty thatmay 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 Grouphas adequate resources to continue in operational existence and realise its assets and discharge its liabilities in the ordinarycourse of business for the foreseeable future and that it remains appropriate to prepare the Financial Statements on a goingconcern basis. Notwithstanding this, given the importance of its transformative arrangements with Speedy Hire (which has identified a materialuncertainty over going concern in its most recent annual financial statements), Management has also considered a range ofspecific scenarios in relation to the financial relationship of the Group with Speedy Hire and subsequently the potential impactthis could have on the Company and Group. This involved modelling a number of potential outcomes on the Group's liquidityand covenant compliance during the period of assessment. Management has not identified any material uncertainty in respectof 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 ceasepayments to its creditors. Management believe the probability of this scenario playing out to be remote, however it could giverise to a situation whereby the Group would, before any uncommitted mitigating actions, breach its own liquidity covenant. Inthis regard, notwithstanding Management's belief that the likelihood of this outcome is remote and that uncommitted mitigatingactions would enable the Group to manage the resulting impact, this has been identified as a material uncertainty that may castsignificant doubt on the Group's and the Company's ability to continue as a going concern. The financial statements do notinclude 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 refinancinghas successfully completed and with no similar concerns, the Group has not identified and disclosed any material uncertainty inrespect of its own financial requirements. Notwithstanding the matters outlined above, the Directors have a reasonable expectation that the Company and the Grouphave adequate resources to continue in operational existence for a period of at least 12 months from the date of approval ofthese Financial Statements. Accordingly, the Directors continue to adopt the going concern basis of accounting in preparingthe Financial Statements. f) Basis of consolidationSubsidiaries are all entities over which the Company has control. The Company controls an entity when it is exposed to, or hasrights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power overthe 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 forbusiness combinations. The consideration transferred for the acquisition of a subsidiary is the fair value of the assetstransferred, the liabilities incurred to former owners of the acquiree and the equity interests issued by the Group. Theconsideration 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 attheir 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 andOperations, to full separation of the commercial and operational activities of each division. Following the sale of THSC inNovember 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 hasidentified Training, which previously formed part of the ProService division, as a reportable segment in the current period due tothe changes in internal reporting to the Board, which continues to be identified as the Group's Chief Operating Decision Makerfor the Group as a whole.
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As a result of the separation of the HSS ProService CGU into two CGUs, HSS ProService and HSS Training, the goodwillallocated to HSS ProService has been subdivided between the two new CGUs. Further details on the approach to theallocation 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 BusinessTransfer Agreement ('BTA') at the end of September 2024. As part of this agreement, specific assets and liabilities of theProService business were transferred to THSC. In addition to the transfer of these assets and liabilities, certain specificcustomer 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 yearcomparatives 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 tobetter attribute the Group's central costs against the operating segments they principally relate to. Accordingly, the Group hasrevised 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 theprovision of tool and equipment hire and related services in, and to customers in, the United Kingdom. No single customerrepresented more than 10% of Group revenue in the current year (2025: none). Year ended 31 March 2026ProService£000s Training£000sCorporate£000sEliminations£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 beforetax - (18,284) Corporate includes only those corporate costs incurred centrally to support the businesses. 15-month period ended 31 March 2025ProService£000s Training£000sCorporate£000sEliminations£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)
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31 March 2026ProService£000s Training£000sCorporate£000sEliminations£000s Total£000sAdditions to non-current assetsProperty, plant and equipment 921 209 - - 1,130Right of use assets 725 422 - - 1,147Intangibles 1,012 - - - 1,012 Non-current assets - Net book valueProperty, plant and equipment - Hireequipment - - - - - Property, plant and equipment - Non-hireassets 1,098 285 - - 1,383 Right of use assets - Property 1,053 472 - (68) 1,457Right of use assets - Vehicles 1,213 686 - - 1,899Right of use assets - Hire and non-hireassets 6 - - - 6 Intangibles - Goodwill 32,558 5,406 - - 37,964Intangibles - Brands and customerrelationships 21,900 - - - 21,900 Intangibles - Software 11,178 112 - - 11,290Deferred tax assets 2,143 - - - 2,143 Current assets - Net book valueInventories - - - - -Trade and other receivables 75,465 13,860 14,185 (32,363) 71,147Cash 6,671 - 7,122 - 13,793 Current liabilities - Net book valueTrade 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 valueLease 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 periodcomparatives have been prepared in a manner consistent with the balance sheet and accordingly include the assets andliabilities of Operations - THSC; see note 19 for more details of the assets and liabilities disposed. 31 March 2025 ProService£000sTraining£000s Operations- UK£000sCorporate£000sEliminations£000s Total£000sAdditions to non-current assetsProperty, plant and equipment 434 92 22,895 - - 23,421Right of use assets 1,530 1,229 23,880 - (686) 25,953Intangibles 2,227 117 1,219 - - 3,563 Non-current assets - Net bookvalueProperty, plant and equipment - Hireequipment - - 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) 12,389Right of use assets - Vehicles 1,525 1,021 11,973 - - 14,519Right of use assets - Hire and non-hire assets 13 - 1,787 - - 1,800 Intangibles - Goodwill 37,964 - - - - 37,964Intangibles - Brands and customerrelationships 21,900 - - - - 21,900 Intangibles - Software 11,934 193 - - - 12,127Deferred tax assets 1,217 - 2,262 - - 3,479Current assets - Net book valueInventories - - 3,017 - - 3,017Trade and other receivables 61,714 11,395 27,376 11,466 (39,589) 72,362Cash 12,796 - 4,727 6,391 - 23,914Current liabilities - Net book valueTrade 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 bookvalueLease 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 disposalgroup assets and liabilitiesclassified as held for sale 71,010 6,392 51 (49,758) (474) 27,221
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31 March 2026ProService£000s Training£000sCorporate£000sEliminations£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£000sCorporate£000sEliminations£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 2026ProService £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 2025ProService£000s Training£000s Corporate£000sEliminations£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 ended31 March 2026£000s 15-monthperiod ended31 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
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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 - (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 FY25Costs related to Group restructureDuring the current year, the Group concluded its strategic aim of operational separation of the Operations and ProServicesegments 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 theserestructuring activities. Costs included in discontinued operations relate primarily to credits generated from the derecognition ofproperty leases and dilapidations provisions. In the prior year, the Group restructure costs relate to £4.9m of residual costsincurred in connection with the original separation of the THSC and ProService businesses split between continuing anddiscontinued. ProService ERP and transformationThe Group began to incur the initial costs in relation to a new ERP transformation programme in the current period. Thesecosts primarily comprise external consultancy, implementation support and project management associated with the design anddeployment of the new ERP platform. The Group expects to incur significant future costs for this programme however; areliable estimate is not yet available. Commercial agreementDuring the current year, the Group entered into a Commercial agreement with Speedy Hire to replace THSC as the primary supplierto 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 andprofessional fees incurred as part of forming the Commercial agreement. Refinancing costsDuring the current year, the Group has been in discussions with lenders regarding the refinancing of its debt facilities, which aredue to expire in September 2026. The costs incurred in this category relate to legal and professional fees incurred with thirdparties assisting with the refinancing exercise. These costs ceased during the first half of FY27, when the refinancing processwas successfully concluded. Costs related to branch network restructureDuring 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 togenerate 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). Thesecosts primarily relate to accelerated depreciation on the exit of these trading locations. These costs are incurred where usefuleconomic life estimates for assets at these branches, which cannot be repurposed elsewhere, have been revised downwardsto the expected closure date. These costs were all held in THSC and as such form part of discontinued operations. Onerous contractThe Group maintained a provision to cover the expected outflows related to its onerous contract with Unipart for the NDECoperation which ceased in early 2018 (note 15). This provision was disposed of as part of the THSC disposal and as such theprovision at 31 March 2026 is £Nil (2025: £2.9m). A finance charge for the discount unwind of £0.1m (2025: £0.3m) wasrecognised in non-underlying costs. Costs related to onerous propertiesThe Group incurred certain costs in respect of historic properties closed as part of the exit of a number of stores announced inOctober 2020. In the period, a cost of £0.3m (2025: £0.5m) has been recognised against these locations. The provision for thiswas disposed of as part of the sale of THSC, see note 15 for further details. Insurance proceedsDuring the current period, £1.8m was received from an insurance provider as a result of a successful claim in relation tobusiness interruption insurance in place during the COVID-19 pandemic.
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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, animpairment charge of £113.5m was recognised against the goodwill, intangible and tangible assets allocated to the HSSOperations - UK CGU. More details can be found in note 8. 5. NET FINANCE EXPENSE Year ended 31 March 2026 £000s 15-monthperiod ended 31 March2025 £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-monthperiod ended 31 March2025 £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 chargeAt 31 March 2026 the Group had an unrecognised deferred tax asset relating to losses of £2.2m (2025: £29.5m). The grossvalue 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 andequipment, 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 taxableprofits that can be utilised to absorb the reversal of the temporary difference will occur. c) Factors affecting the income tax (credit)/charge in the periodThe tax assessed on the profit for the period differs from the standard UK corporation rate of tax. The differences are explainedbelow: Year ended 31 March 2026 £000s 15-monthperiod ended 31 March2025 £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)
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Year ended 31 March 2026 £000s 15-monthperiod ended 31 March2025 £000s Profit before tax multiplied by the effective standard rate ofcorporation tax of 25% (9,483) (32,108) Effects of: Unprovided deferred tax movements on short-term temporarydifferences 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 andtemporary 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 tocosts associated with the disposal of THSC which were not deductible. In the previous period they were primarily in respect ofthe impairment of intangible assets. In addition, the Group has expenses not deductible for share options awarded to someemployees and the Group exiting property leases, amongst other items. The amount has decreased in the current period duemainly 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 asdeferred tax assets on the balance sheet, see note 16 for more details. Additional details regarding the judgements associatedwith recognition of deferred tax assets are included within note 2. 7. EARNINGS PER SHARE Basic earnings per share: Profitafter taxfrom totaloperations Profitafter taxfromcontinuingoperations Weightedaveragenumberof shares Earningsafter taxfrom totaloperationsper share Earningsafter taxfromcontinuingoperationsper 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 ofordinary shares in issue for that period. Diluted earnings per share is calculated using the profit for the period divided by theweighted 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: Profitafter taxfrom totaloperations Profitafter taxfromcontinuingoperations Weightedaveragenumber ofshares Earningsafter taxfrom totaloperationsper share Earningsafter taxfromcontinuingoperationsper 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 2025Totalpence Continuingpence Totalpence Continuingpence 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 2025Totalpence Continuingpence Totalpence Continuingpence 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
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Year ended 31 March 2026 15-month period ended 31 March 2025Totalpence Continuingpence Totalpence ContinuingpenceCharge: 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 dividedby 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 inboth 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-monthperiod ended 31 March2025 £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 Customerrelationships £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 softwareamounts not generated internally is immaterial. Analysis of goodwill and indefinite life brands by cash generating unit: Allocated to Goodwill £000s Indefinitelife 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 Customerrelationships £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 (seenote 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
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Goodwill £000s Customerrelationships £000s Brands £000s Software £000s Total £000sCharge for the period - 14 4 2,822 2,840 Impairment charge 64,328 - - 3,506 67,834 Disposed of with business divestiture (seenote 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 Indefinitelife 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 amortisationand 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 considersat each reporting date whether there are indicators that impairment may have occurred. In identifying indicators of impairmentmanagement considers current market capitalisation, asset obsolescence and closures, adverse trading performance and anyother 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 ofthe 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 hasdetermined 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 ProServicebetween HSS ProService and HSS Training. The Group's policy has always been to divide the balance based on the relativeVIU of the two CGUs in the year of separation. Accordingly, using this methodology, £5.4m of the HSS ProService goodwill hasbeen 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 directlyattributable 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 forsegmental reporting. The recoverable amounts of the goodwill and indefinite life brands, which are allocated to CGUs, are estimated from VIUcalculations 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 thediscount 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 totalafter which a long-term growth rate into perpetuity is applied to calculate a terminal value. The long-term growthfactor used was 2.0% for each of the CGUs (2025: 2.0%), being the long-term inflation target per the Bank ofEngland. - A pre-tax discount rate of 16.1% (2025: 13.6%) was calculated by reference to a weighted average cost of capitalbased on an industry peer group of quoted companies and including a 3.1% premium reflective of the Group'smarket 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 determinethe pre-tax discount rate. The change to a marketplace-oriented peer group was the most significant factor in the increase inthe 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, whichdid 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 animpairment in these CGUs. The following tables summarise the results of sensitivity testing and scenario modelling on the headroom from impairmenttesting in respect of the Group's CGUs in the current and prior period. 31 March 2026 30 December2025HSSProService HSSTraining HSS ProServiceHeadroom between VIU and carrying value beforesensitivity £112.0m £13.5m £9.8m Discount rate required to eliminate the headroomabove 36.9% 27.5% 14.8% Long-term growth rate required to eliminate theheadroom above (53.7%) (21.8%) 0.5%
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The permanent reduction in EBITDA before animpairment would be triggered (55.8%) (31.0%) 7.2% Headroom with 0% long-term growth and an increaseof 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 andaccordingly 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 areincorporated around the performance of certain weather dependent seasonal revenue streams. The Directors have notidentified 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 netasset position - which is an indicator that an impairment may exist. Whilst this indicator of impairment has been noted, there isno 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 £113.5min total. As this impairment exceeded the goodwill of £64.3m allocated to the CGU, the remaining impairment charge wasallocated pro-rata to the other assets of the CGU, except software, against which a full impairment was allocated. Theallocation 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 theproperty, 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 abovebecome significant. This includes under-performance versus forecasts, negative changes in the UK building services market, adeterioration in the UK economy, or other factors which would cause the Directors to reconsider their assumptions and revisetheir cash flow projections. 9. PROPERTY, PLANT AND EQUIPMENT Land &buildings £000s Plant &machinery £000s Materials &equipmentheld 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 &equipmentheld 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)
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Land &buildings £000s Plant &machinery £000s Materials &equipmentheld for hire £000s Total £000s 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 (note8) 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 tospecific 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 wherethe title is transferred to the Group. Impairment testing performed on non-current assets can be found in note 8, which includesthe 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 theimpairment 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 beenregistered as security for their acquisition through hire purchase arrangements. The total value of assets subject to thesesecurities at the balance sheet date was therefore £Nil (2025: £21.0m). 10. RIGHT OF USE ASSETS Property £000s Vehicles £000s Equipmentforinternaluse £000s Equipmentheld forhire £000s Total £000sCost At 1 April 2025 40,957 32,624 107 4,305 77,993Additions 6,903 1,979 - 411 9,293Re-measurements - - - - - Transferred to property, plant and equipment - - - (490) (490)Transferred from property, plant andequipment - - - - -Disposals (3,494) (732) - (235) (4,461)Disposed of with business divestiture (see note19) (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 49,285Transferred to property, plant and equipment - - - (403) (403)Transferred from property, plant andequipment - - - - -Charge for the period 3,090 2,804 28 366 6,288 Accelerated depreciation on exit of tradinglocations - - - - - Disposals (2,724) (388) - (168) (3,280)Disposed of with business divestiture (see note19) (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
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Property £000s Vehicles £000s Equipmentforinternaluse £000s Equipmentheld forhire £000s Total £000sCost At 31 December 2023 52,935 27,908 - 4,134 84,977Additions 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 note19) (3,779) (1,801) (30) - (5,610) Reclassification of assets as held for sale (seenote 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 depreciationAt 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 18,568Accelerated depreciation on exit of tradinglocations 1,232 - - - 1,232Impairment 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 note19) (1,942) (748) - - (2,690) Reclassification of assets as held for sale (seenote 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 leasein 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 specificuseful 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 impairmentreview 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 forimpairment £000s Net ofprovision £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 forimpairment £000s Net ofprovision £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 creditnotes: 31 March 2026Provision forimpairment £000s 31 March 2025Provision forimpairment £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
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31 March 2026Provision forimpairment £000s 31 March 2025Provision forimpairment £000s 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 asfollows: 31 March 2026 Current £000s 0-60 dayspast due £000s 61-365days pastdue £000s 1-2 yearspast 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 dayspast due£000s 61-365days pastdue£000s 1-2 yearspast 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 pastdefault experience and the Directors' assessment of the current economic environment for each of the Group's ageingcategories. The Directors have given specific consideration to the macroeconomic uncertainty leading to pressures on businesses facingstaff and material shortages and, more latterly, continued inflation and the impact of global conflicts. The Group considers thathistorical losses are not necessarily a reliable predictor of future events and has exercised judgement in adjusting expectedloss rates across all categories of debt. However, the Group has observed that during its recent trading history, the utilisation against the provision for impairment hasbeen consistently below the level of the provision itself. Whilst the Group continues to believe that past losses are not a reliableindicator of future outcomes, the Group's recent experience of trading during economic uncertainty suggests that the Group'sprovisioning 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 hasbecome surplus to requirements in the current period. As a result, the Group removed the risk factor (2025: 1.125x) in theprovision. This reduction is considered to be a continuation of actions taken in the previous period that saw the Group reducethe 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 lossexperience over the past two years. As in the prior year, historical loss rates have been increased where debtors have beenidentified 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 inliquidation, 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 raisedafter 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 March2026 £000s 31 March2025 £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 theacquirer 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 March2026 £000s 31 March2025 £000s Lease liabilities - Current 1,491 12,562 Lease liabilities - Non-current 1,894 38,796
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31 March2026 £000s 31 March2025 £000s 3,385 51,358 The interest rates on the Group's lease liabilities are as follows: 31 March2026 31 March2025 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 March2026 31 March2025 Lease liabilities 7.1% 6.9% The lease liability movements are detailed below: Property £000s Vehicles £000s Equipmentfor hireandinternaluse £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 Equipmentfor hireandinternaluse £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 March2026 £000s 31 March2025 £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 March2026 £000s 31 March2025 £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
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31 March2026 £000s 31 March2025 £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 loanperiod. The nominal value of the balances at each reporting date is as follows: 31 March2026 £000s 31 March2025 £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 guaranteeacross all Group subsidiaries and are secured over the assets of Hampshire Topco Limited and Hero Acquisitions Limited andall 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: undrawncommitted facilities of £34.4m including £14.4m of finance lines to fund hire fleet capital expenditure not yet utilised). Includingnet cash balances, the Group had access to £13.8m of liquidity from available cash and undrawn committed borrowing facilitiesat 31 March 2026 (2025: £58.3m). The interest rates on the Group's borrowings are as follows: 31 March 2026 31 March2025 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 ratchetmechanism, the output of which, following the refinancing exercise during the period ranges from 3.0% to 4.0% (2025: 3.0% to4.0%). The specific margin to apply is dependent on the Group's net leverage position and updated quarterly based on thelatest position. The weighted average interest rates on the Group's borrowings are as follows: 31 March2026 31 March2025 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 eachborrowing period based upon SONIA and a fixed margin. The Group's borrowings have the following maturity profile: 31 March 2026 31 March 2025Hire purchasearrangements £000s Borrowings £000s Hire purchasearrangements £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 refinancingexercise. This saw the Group's £40.9m of term loan and RCF balances replaced with an ABL facility for £35.0m and a CLNinstrument 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 Onerouspropertycosts£000sDilapidations£000s Onerouscontracts£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
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Onerouspropertycosts£000sDilapidations£000s Onerouscontracts£000s Total£000sImpact 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 Onerouspropertycosts£000sDilapidations£000s Onerouscontracts£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 note18) - (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 costsThe provision for onerous property costs represents the current value of contractual liabilities for future payments forunavoidable 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 theproperty cost charge of £0.1m (2025: £0.5m) (see note 4). The releases in the prior year are the result of early surrendersbeing agreed with landlords - the associated liabilities are generally limited to the date of surrender but provided to the date ofthe 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 atthe period end. Accordingly, sensitivity analysis has not been required. DilapidationsIn recognising dilapidations provisions, an amount equal to the provision for dilapidation is recognised as part of the asset ofthe related property. The timing and amounts of future cash flows related to lease dilapidations are subject to uncertainty. The provision recognisedis 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, requiringthe 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 contractThe onerous contract represents amounts payable in respect of the agreement reached in 2017 between the Group andUnipart 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) Taxlosses£000s Property,plant andequipmentand otheritems£000s Acquiredintangibleassets£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 - discontinuedoperations (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) Othertemporarytimingdifferences£000s Taxlosses £000s Property,plant andequipmentand otheritems£000s Acquiredintangibleassets£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)
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Deferred tax asset/(liability) Othertemporarytimingdifferences£000s Taxlosses £000s Property,plant andequipmentand otheritems£000s Acquiredintangibleassets£000s Total£000s(Charge)/credit to the income statement -discontinued operations (1,130) 1,380 67 37 354 Disposed of with business divestiture (note19) - - - 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 inthe 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 alsoused to determine VIU for the Group's CGUs, as discussed in note 8. In the current and prior period, a three-year recognitionwindow has been applied. The net deferred tax liability on property, plant and equipment and other items, and the deferred tax liability on acquiredintangible 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 grossvalue 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 andequipment, 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 fulldeferred tax liability in respect of the brands is £5.5m, however carried forward tax losses were available to offset £4.2m of thisdeferred tax liability. Offsetting was unavailable beyond this point as, since the liability is expected to crystallise at a single pointin 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 acquiredintangible assets have been presented net in accordance with IAS 12. This approach differs to the prior year presentationwhereby these amounts, after initial offsetting of losses, were shown gross. The Directors have not adjusted the prior year onthe 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 sharesNumber Ordinaryshares£000s Sharepremium£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, inconjunction with entering into a commercial agreement with Speedy Hire to replace THSC as the principal supplier to theGroup. As part of this arrangement, Speedy Hire subscribed for 79,368,711 shares in the Group, representing approximately 9.99% ofthe issued share capital. Of the consideration from the Commercial Agreement with Speedy Hire, the Group allocated proceedsof £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 LimitedIn 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. Theagreement 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 HireIreland Limited was classified as held for sale, depreciation on non-current assets ceased in accordance with IFRS 5. 31 March 2025Current£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
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More information in respect of the discontinued operation associated with HSS Hire Ireland Limited can be found in note 19. Noamounts were classified as held for sale as at 31 March 2026. 19. BUSINESS DISPOSAL The Hire Service CompanyAs previously announced in the Group's FY24/5 Annual Report, the Group entered into a series of linked agreements withSpeedy Hire (Speedy), which included: - a new five-year commercial supplier agreement (the 'Commercial Agreement') with an option to extend for threeyears; - a Subscription Agreement for ordinary shares in the Group, comprising approximately 9.99% of the enlarged ordinaryshare 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 throughthe 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 purchaseof assets; and - HSS Training Limited acquired certain training related assets and liabilities that formed part of Speedy's trainingvertical. As consideration, Speedy has paid the Group £35.3m, subject to a deduction pertaining to a contribution from the Group forcosts incurred by Speedy arising from employee restructuring exercises to be conducted in respect of certain roles within theTUPE process of £1.8m. In conjunction with the Speedy transaction, the Group also entered into the disposal of the entire issued share capital of HSSService Finance Limited and subsidiaries (trading under the brand The Hire Service Company) to a third party, a newly formedcompany indirectly owned by investment funds advised by Endless LLP. Both transactions were successfully completed on 17 November 2025 following receipt of final approvals from theshareholders, our lenders and the CMA. Subsequent to completion, the Group had to exercise judgement in determining both the separate units of account to theSpeedy 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 beseparately accounted for: the hire component of the Commercial Agreement; the rehire component of the CommercialAgreement; the share subscription; the transfer of THSC fixed assets; the assumption of THSC lease liabilities; and, thetransfer 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 theexclusivity of rehire of assets from the Group to Speedy should form separate units of account. However in employing itsjudgement, the Group considers each component to be an attribute of the respective supply agreements and therefore notconsidered a separate unit of account. The Group has also determined that none of the employees or assets transferred to theGroup 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 hasconsidered the following: - £15.3m has been allocated against the disposal of the assets and liabilities of THSC to Speedy Hire. The leases assumedby 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-lengthpricing, 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 the79,368,711 shares that were issued to Speedy Hire. Companies Act s610 requires share premium to be recognised at anamount equal to the consideration received - after considering the above, and the nominal value of shares issued, thiswas 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 adeferred consideration to Enact III Funds (an intermediary parent of THSC owned by Enable Funds) to fund its transition tobecoming an independent business under new ownership following completion, together with fees and other expenses relatedto these transactions. The disposal of THSC was for gross consideration of £1 and a contribution of approximately £26.0m to facilitate a viableseparation, net of certain expenses and payment to extinguish lease liabilities. The business was disposed of with an initialcontribution to THSC of £16.0m and a further £10.0m payable by the Group to the acquirer, in instalments over the period fromJune to November 2026. As a result of the completion of the transactions above, the Group's lenders agreed to a revised covenant package for theperiod to 30 September 2026 (being the date of expiry of the facility) in exchange for a commitment to commence refinancingmeasures 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 considerationreceived, 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 asignificant element of revenues recorded through the ProService business.
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HSS Hire Ireland LimitedDuring the current period, on 1 April 2025, the Group announced the sale of HSS Hire Ireland Limited, the Group's operationsin 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 THSCbusinesses. As the transaction was not complete at the prior balance sheet date, the Group had reclassified the assets andliabilities associated with HSS Hire Ireland Limited as held for sale as at 31 March 2025 (see note 18). The transactioncompleted on 31 May 2025 and generated disposal proceeds of £24.3m. Shortly after the disposal, the Group utilised £17.6mof 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 PowerDuring the prior period, on 7 March 2024, the Group announced the sale of ABird Limited, ABird Superior Limited and ApexGenerators Limited (together the 'Power' companies) to CES Global. The sale was undertaken as part of a strategic decision tofocus on the core business and growth of the ProService and THSC businesses. The consideration for the sale was entirelysettled in cash. As part of this transaction, HSS has entered into a commercial agreement with CES for the cross-hire of power generators andrelated services to ensure the broadest possible distribution of, and customer access to, both parties existing fleets. The Boardexpects this commercial arrangement to ensure that even post-disposal, the sales in respect of the Power hire stock willcontinue 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'sbalance sheet position. Historically, the results of the Power companies were reported within the Group's 'Operations - UK' reporting segment, with asignificant element of revenues recorded through the ProService business. The Group has restated comparative figures for the income statement throughout the Financial Statements in accordance withIFRS 5. The table below shows the details results of discontinued operations: Discontinued operations - Year ended 31 March 2026 The HireServiceCompany £000s HSSPower £000s HSS HireIrelandLimited £000s Total £000s Revenue 67,165 - 4,323 71,488 Other operating income 1,955 - - 1,955 Expenses other than finance costs, amortisation anddepreciation (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 discontinuedoperations, 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 March2026 £000s Period ended 31 March2025 £000s Basic earnings/(loss) per share (pence) from discontinued operations (2.9) (18.1) Diluted earnings/(loss) per share (pence) from discontinuedoperations (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 31March 2025 The HireServiceCompany£000s HSSPower£000s HSS HireIrelandLimited£000s Total£000s Revenue 132,090 4,052 34,325 170,467 Other operating income 501 - (71) 430 Expenses other than finance costs, amortisation anddepreciation (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 discontinuedoperations (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 discontinuedoperations, net of tax (127,303) (230) 2,146 (125,387) Loss on disposal of discontinued operations - (642) - (642) (Loss)/profit from discontinued operations, net oftax (127,303) (872) 2,146 (126,029)
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Year ended 31 March2026 £000s Period ended 31 March2025 £000s Cash flows from operating activities 10,498 37,644 Cash flows from investing activities (including net cash flows onbusiness 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 HireServiceCompany £000s HSS HireIrelandLimited £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)
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15-month period ended 31 March 2025 HSS Power£000s 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 beforeinterest, 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, depreciationincludes: depreciation charge for the year on property, plant and equipment and on right of use assets; the netbook 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 ofthe associated lease liability disposed of; and the loss on disposal of subleases. Amortisation is calculated as thetotal 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 toEBITA 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 performancemeasures 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 andUnderlying profit before tax are broadly used by analysts, rating agencies and investors in assessing theperformance 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 theyare not directly comparable. Underlying EBITDA is calculated as follows: Year ended 31 March2026 £000sContinuing Year ended 31 March2026 £000sTotal Period ended 31 March2025 £000sContinuing Period ended 31 March2025 £000sTotal 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 £000sContinuing Year ended 31 March 2026 £000sTotal Period ended 31 March 2025 £000sContinuing Period ended 31 March 2025 £000sTotal 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 balancesSubsequent 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 arrangementsThe 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, wasexpected 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 "ProposedRefinancing"), 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 HSSProService Limited. The two transactions are interdependent and completed simultaneously. KEY TERMSThe Convertible Loan Notes carry interest at Term SONIA plus a margin of 2.5% per annum reducing to as low as nil over threeyears subject to EBITDA milestones for the financial years ending 31 March 2027, 2028 and 2029. Interest is non-compoundingand rolled up rather than paid in cash. The notes are convertible into new ordinary shares at 4.0p per share from six monthsafter issue and, unless previously redeemed or converted, are repayable in full on 14 October 2031. The Company mayredeem the notes in whole or in part from three years after issue.
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Under the terms of the CLN, the issuer has the right to review prospective dividends payable by the Group and therefore arestriction 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 of36 months. Proceeds of the ABL facility together with available cash from the issue of the convertible loan notes were used torepay the Senior Facilities Agreement in full at completion. CONDITIONALITY AND RELATED PARTY MATTERSCompletion of the Proposed Refinancing was conditional on shareholder approval, since the Convertible Loan Note issue couldnot be completed under the Company's existing share allotment. A general meeting held on 17 July 2026, saw the allotment ofshares approved and the completion of the Proposed Refinancing actions took place on 20 July 2026, when the proceeds werereceived. Ravensworth, together with its parent Pectan (acting in concert), held approximately 26.02% of the Company's issued sharecapital 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 theConvertible 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 AcceleratedRule 9 Waiver Procedure. ACCOUNTING TREATMENTAs the conditions giving rise to the Proposed Refinancing arose after 31 March 2026, no adjustment has been made to theamounts 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 theproceeds 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 theincome 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 derecognitionof the trade receivables balances the facility is secured against. This is because the facility includes full recourseand 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 relatedto 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 ontop of the notional principle. - Transaction costs of £1.6m were recognised against the liabilities for the ABL facility and CLN, to be amortisedthrough 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, wherethese 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 SeniorFacilities Agreement, and is discussed further in the going concern section of these Financial Statements. Issue of sharesAfter the period end, on 5 August 2026, the Group issued 5,175,885 shares following the exercise by certain participants oftheir 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 This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authorityto act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this informationmay apply. For further information, please contact rns@lseg.com or visit www.rns.com. RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the informationcontained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. Forfurther information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy. END