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REG - Empresaria Group PLC - Interim Results

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RNS Number : 3041U  Empresaria Group PLC  07 August 2025

7 August 2025

 

Empresaria Group plc

("Empresaria" or the "Group")

 

Unaudited interim results for the six months ended 30 June 2025

 

Strong profit improvement with a return to net fee income growth

Full year results expected to be in line with the Board's expectations

 

Empresaria Group plc (AIM: EMR), the international specialist staffing group,
announces its unaudited interim results for the six months ended 30 June 2025.

 

Overview of the half year

                                                                     % change (CC LFL(3))

                                      H1 2025   H1 2024   % change
 Revenue                              £117.8m   £121.8m   -3%        +3%
 Net fee income                       £23.4m    £25.3m    -8%        +0%
 Adjusted operating profit(1)         £1.7m     £1.0m     +70%       +55%
 Operating profit/(loss)              £0.9m     £(3.6)m   +125%
 Adjusted profit before tax(1)        £0.9m     £0.2m     +350%
 Profit/(loss) before tax             £0.1m     £(4.4)m   +102%
 Adjusted, diluted loss per share(2)  (0.8)p    (1.2)p    +33%

 

 ·             Improved net fee income performance with progressive quarterly improvement
               resulting in a return to growth:
               o                                         H1 net fee income up 0.1% year-on-year (CC LFL)
               o                                         Good progress in core operations with US net fee income up 38% and Offshore
                                                         Services up 11% (CC LFL), together outweighing a 9% reduction in the UK which
                                                         continues to be challenging
               o                                         Year-on-year growth in Q2 with net fee income increasing 2.0% (CC LFL) which
                                                         more than offset the Q1 year-on-year reduction of 1.9% (CC LFL)
               o                                         Sequential growth with Q2 net fee income 7% greater than Q1 (CC LFL)
               o                                         Reported net fee income down 8% to £23.4m which reflects the impact of 2024
                                                         exits and FX movements
 ·             Adjusted operating profit up 55% (CC LFL), with reported figure up 70% to
               £1.7m, reflecting our continued focus on managing costs
 ·             Adjusted, diluted loss per share reduced to 0.8p reflecting the improvement in
               profits
 ·             Net debt increased to £16.1m (31 December 2024: £15.3m), driven by the
               impact of foreign exchange movements.
 ·             Full year results are expected to be in line with the Board's expectations.

 

1    Adjusted to exclude amortisation of intangible assets identified in
business combinations, impairment of goodwill and other intangible assets,
loss on sale of subsidiaries, exceptional items and fair value charge on
acquisition of non-controlling shares.

2    Adjusted as for adjusted profit before tax, along with tax related to
those adjusting items, and recognition of tax credits on UK adjusted losses.

3    CC LFL - Constant currency and excluding exited operations.
Calculated by translating the 2024 results at the 2025 exchange rates and
excluding the results of operations exited in 2024 from both years.

 

The Group remains in an 'offer period' in accordance with the rules of the
Takeover Code. The Board will keep shareholders updated and further
announcements will be made as and when appropriate.

 

Chief Executive Officer, Rhona Driggs, commented:

 

"We are pleased with our progress in the first half, with a return to net fee
income growth in the second quarter reflecting a strong performance in our US
and Offshore Services operations alongside our disciplined approach to cost
management which has driven meaningful profit improvement.

 

While macroeconomic uncertainties persist, our performance in the first half
of the year reinforces our confidence in delivering full-year results in line
with Board expectations. I want to thank our teams for their dedication and
commitment, which is essential to our success."

 

 

Investor presentation

 

In line with Empresaria's commitment to ensuring appropriate communication
structures are in place for all shareholders, management will deliver an
online presentation, available to all existing and potential shareholders via
the Investor Meet Company platform at 11:00am UK time today.

 

Questions can be submitted pre-event through the platform or at any time
during the live presentation.  Management may not be in a position to answer
every question it receives but will address those it can while remaining
within the confines of information already disclosed to the market.

 

Q&A responses will be published at the earliest opportunity on the
Investor Meet Company platform.

 

Investors can sign up for free via:
https://www.investormeetcompany.com/empresaria-group-plc/register-investor
(https://www.investormeetcompany.com/empresaria-group-plc/register-investor)
.

Those who have already registered and requested to meet the Company will have
been automatically invited.

 

 

 - Ends -

 

 

Enquiries:

 

 Empresaria Group plc                                   via Alma PR
 Rhona Driggs, Chief Executive Officer

Tim Anderson, Chief Financial Officer
 Singer Capital Markets (Nominated Adviser and Broker)  020 7496 3000
 Alex Bond / Peter Steel / Oliver Platts
 Alma Strategic Communications (Financial PR)           020 3405 0205
 Sam Modlin / Rebecca Sanders-Hewett / Will Merison
empresaria@almastrategic.com

 

The investor presentation of these results will be made available during the
course of today on Empresaria's website: www.empresaria.com.

 

Notes for editors:

§     Empresaria Group plc is an international specialist staffing group
driven by our purpose to positively impact  the lives of people, while
delivering exceptional talent to our clients.

 

§    The Group's core operations offer permanent and temporary and
contract recruitment from the UK (IT and  Professional) and the US (IT,
Professional and Healthcare) alongside our Offshore Services operation
headquartered in India.

 

§    Our non-core operations offer permanent and temporary and contract
recruitment from 13 countries and   across Professional, IT and Commercial
sectors.

 

§       Empresaria is listed on AIM under ticker EMR.  For more
information visit empresaria.com.

 

 

Cautionary statement regarding forward-looking statements

This announcement may contain forward-looking statements which are made in
good faith and are based on current expectations or beliefs, as well as
assumptions about future events.  You can sometimes, but not always, identify
these statements by the use of a date in the future or such words as "will",
"anticipate", "estimate", "expect", "project", "intend", "plan", "should",
"may", "assume" and other similar words.  By their nature, forward-looking
statements are inherently predictive and speculative and involve risk and
uncertainty because they relate to events and depend on circumstances that
will occur in the future.  You should not place undue reliance on these
forward-looking statements, which are not a guarantee of future performance
and are subject to factors that could cause our actual results to differ
materially from those expressed or implied by these statements.  Except as
required by applicable law or regulation, Empresaria undertakes no obligation
to update any forward-looking statements contained in this document, whether
as a result of new information, future events or otherwise.

 

Finance and operating review

 

 

Improved performance in a challenging market

 

For the six months ended 30 June 2025, net fee income was up 0.1% on prior
year in constant currency and excluding exited operations ("CC LFL") but down
8% on a reported basis.  Adjusted operating profit was £1.7m, up 70% on
prior year (up 55% CC LFL).

 

Industry-wide weak market conditions have persisted since late 2022 and are
currently expected to persist for at least the rest of 2025.  Internally we
have placed great emphasis on the need to show we can deliver in these
conditions, so we are pleased to report an improvement in performance that
bucks the current market trend.

 

While overall net fee income is up by only 0.1% (CC LFL), quarterly analysis
shows a positive shift in momentum.  Q2 year-on-year growth was 2.0%,
following a 1.9% year-on-year fall in Q1, with Q2 also showing a 7% increase
over Q1.

 

This improvement has been led by our core operations in the US and Offshore
Services which showed year-on-year increases of 38% and 11% respectively (CC
LFL).  Our non-core operations have performed less well with NFI down 7%
year-on-year reflecting more challenging conditions in Germany and APAC.
Performance by operation is discussed in more detail in the section below.

 

While net fee income performance has been encouraging, our strong, 55% growth
in adjusted operating profit (CC LFL) also reflects our ongoing strong cost
controls.

 

 

Delivering on our accelerated strategy

 

In February, we announced our accelerated strategy to focus on our core
operations in the UK and the US alongside our Offshore Services operation
based in India.

 

Our focus on the UK and the US is enabling more targeted and effective
investment in growth initiatives.  In the first half of 2025 we partnered
with a leading training organisation to deliver training for all our sales
staff in the UK and the US.  This initiative is already driving stronger
commercial engagement and building momentum across our teams.  Our plans to
move our UK and US operations under a single brand are now well advanced, and
we remain on track to launch new branding by the end of the year.  We have
also continued to invest in our technology infrastructure with the rollout of
a more advanced and integrated, telephony and communication solution to
enhance efficiency and support scalable growth.

 

Our programme to exit non-core operations is under way and we are making good
progress, with a number of active processes and discussions with interested
parties ongoing.  We highlighted in February that we expected this process to
take up to two years and we remain on track as we seek to maximise value for
shareholders.

 

 

Outlook

While the macroeconomic environment remains uncertain, our performance in H1
reinforces our confidence for the remainder of the year and full year results
are expected to be in line with the Board's expectations.

 

 

 

Performance by operation

 

                         Revenue                         Net fee income                  Adjusted operating profit/(loss)
 £m                      6 months ended  6 months ended  6 months ended  6 months ended  6 months ended     6 months ended

                         30 June         30 June         30 June         30 June         30 June            30 June

                         2025            2024            2025            2024            2025               2024
 Core operations:
 UK                      9.6             11.6            2.1             2.3             (0.1)              (0.5)
 US                      4.4             3.6             1.1             0.8             (0.5)              (0.7)
 Offshore Services       13.8            13.1            6.4             6.1             3.2                2.6
 Non-core operations     90.4            89.5            14.2            15.4            1.5                2.2
 2024 exits              -               4.5             -               1.2             -                  (0.3)
 Central and intragroup  (0.4)           (0.5)           (0.4)           (0.5)           (2.4)              (2.3)
 Total                   117.8           121.8           23.4            25.3            1.7                1.0

 

 

UK

 

 £m                         6 months ended  6 months ended  % change  % change (CC LFL)

                            30 June         30 June

                            2025            2024
 Revenue                    9.6             11.6            -17%      -17%
 Net fee income             2.1             2.3             -9%       -9%
 Adjusted operating loss    (0.1)           (0.5)           +80%      +80%
 % of Group net fee income  9%              9%

 

In our UK core operations, revenue fell by 17% and net fee income reduced by
9%.  Market conditions have remained challenging although there have been
pockets of positivity.  Permanent placements, the main driver of net fee
income reductions over the last 2 years, delivered an improved performance
with year-on-year growth however it remains too soon to comment on whether
this is a trend.  Temporary and contract net fee income fell year-on-year
driven by an overall drop in worker numbers and the move of a key client into
an MSP arrangement reducing our volumes.

 

Cost control has been a key focus for the UK business in this market and
significant reductions in overheads have been achieved.  As a result, profits
improved significantly year-on-year although the operation continued to
deliver a small loss.

 

 

 US

 

 £m                         6 months ended  6 months ended  % change  % change (CC LFL)

                            30 June         30 June

                            2025            2024
 Revenue                    4.4             3.6             +22%      +26%
 Net fee income             1.1             0.8             +38%      +38%
 Adjusted operating loss    (0.5)           (0.7)           +29%      +29%
 % of Group net fee income  5%              3%

 

In the US, revenue grew by 26% (CC LFL) and net fee income grew by 38% (CC
LFL).  Temporary and contract was the main driver of growth, with our
Healthcare operation delivering very strong year-on-year improvement.
Permanent net fee income was in line with prior year.  Following our H1
investment in our sales capability, particularly in IT and professional, we
are now seeing some early momentum in our pipeline.

 

Losses were reduced from the prior year, with the benefits of net fee income
growth partially offset by investment in our sales team.

 

 

Offshore Services

 

 £m                         6 months ended  6 months ended  % change  % change (CC LFL)

                            30 June         30 June

                            2025            2024
 Revenue                    13.8            13.1            +5%       +12%
 Net fee income             6.4             6.1             +5%       +11%
 Adjusted operating profit  3.2             2.6             +23%      +28%
 % of Group net fee income  26%             23%

 

Offshore Services delivered growth in revenue of 12% (CC LFL) with net fee
income up 11% (CC LFL).  Growth in billable seats was supported by the
continued diversification of our service offering and client base, which
helped offset ongoing market pressure.  The continued weakness in the
recruitment market is adding pressure on pricing which has been offset by a
benefit from the weakening of the INR against GBP and USD.

 

Costs were closely controlled and these results also benefited from the
delayed receipt of a government subsidy.  As a result, we have seen strong
growth in profits relative to net fee income.

 

 

Non-core operations

 

 £m                         6 months ended  6 months ended  % change  % change (CC LFL)

                            30 June         30 June

                            2025            2024
 Revenue                    90.4            89.5            +1%       +4%
 Net fee income             14.2            15.4            -8%       -7%
 Adjusted operating profit  1.5             2.2             -32%      -27%
 % of Group net fee income  60%             60%

 

Non-core operations delivered revenue growth of 4% (CC LFL) but a 7% reduction
in net fee income (CC LFL).  Growth in revenue was driven by temporary and
contract with particularly strong contributions from our high volume, lower
margin, commercial operations in Chile and Peru which delivered a strong first
half of the year.  However, net fee income declined by 7% (CC LFL),
reflecting lower permanent placement revenues across APAC and margin pressures
within our commercial operations in Germany.  Although this fall in net fee
income has been partially offset by cost reductions, profits have reduced by
27% (CC LFL) to £1.5m.

 

 

Financing

 

Net finance costs for the period were £0.8m (2024: £0.8m) with the higher
average levels of net debt offset by reductions in interest rates and strong
cash efficiency.

 

Net cash inflow from operating activities was £4.0m (2024: £nil), reflecting
improved trading for the period, and a more positive working capital inflow,
while the prior year reflected the impact of an exceptional bad debt expense.

 

Net debt (which does not include lease liabilities recognised under IFRS 16)
was £16.1m as at 30 June 2025, an increase of £0.8m from 31 December 2024.
Net debt was adversely impacted by foreign exchange movements of £1.4m in the
period.  Average month end net debt during the period was £15.1m.

 

As at 30 June 2025, the Group had financing facilities totalling £37.9m (31
December 2024: £39.6m).  Excluding invoice financing, undrawn facilities at
30 June 2025 were £3.7m (31 December 2024: £4.1m).

 

The Group's revolving credit facility covenants are tested on a quarterly
basis.  The covenants, and our performance against them as at 30 June 2025,
were as follows:

 

 Measure             Target          Actual
 Net debt to EBITDA  < 3.0 times     2.4 times
 Interest cover      > 3.0 times     4.4 times

 

 

Dividend

In line with prior years, the Board is not recommending the payment of an
interim dividend for 2025 (2024: nil).

 

 

7 August 2025

 

 Condensed consolidated income statement
 Six months ended 30 June 2025
                                                                               6 months ended 30 June 2025  6 months ended 30 June 2024   Year

                                                                                                                                          ended 31 December 2024
                                                                               Unaudited                    Unaudited
                                                                        Notes  £m                           £m                            £m

 Revenue                                                                3      117.8                        121.8                         246.2
 Cost of sales                                                                 (94.4)                       (96.5)                        (195.8)

 Net fee income                                                         3      23.4                         25.3                          50.4
 Administrative costs                                                          (21.7)                       (24.3)                        (46.6)
 Adjusted operating profit                                              3      1.7                          1.0                           3.8

 Exceptional items                                                      5      (0.3)                        (3.5)                         (4.1)
 Fair value charge on acquisition of non-controlling shares                    -                            (0.4)                         (0.4)
 Loss on sale of subsidiaries                                                  -                            (0.2)                         (0.6)
 Impairment of goodwill                                                        -                            -                             (1.1)
 Amortisation of intangible assets identified in business combinations         (0.5)                        (0.5)                         (1.2)
 Operating profit/(loss)                                                       0.9                          (3.6)                         (3.6)

 Finance income                                                         4      0.4                                      0.4               0.8
 Finance costs                                                          4      (1.2)                        (1.2)                         (2.4)
 Net finance costs                                                      4      (0.8)                        (0.8)                         (1.6)
 Profit/(loss) before tax                                                      0.1                          (4.4)                         (5.2)

 Taxation                                                               7      (0.7)                                     0.9              (3.7)

 Loss for the period                                                           (0.6)                        (3.5)                         (8.9)

 Attributable to:
 Owners of Empresaria Group plc                                                (1.5)                        (4.1)                         (10.4)
 Non-controlling interests                                                     0.9                          0.6                           1.5
                                                                               (0.6)                        (3.5)                         (8.9)

                                                                               Pence                        Pence                         Pence
                                                                               Unaudited                    Unaudited
 Earnings per share
 Basic                                                                  8      (3.1)                        (8.4)                         (21.2)
 Diluted                                                                8      (3.1)                        (8.4)                         (21.2)

 Details of adjusted earnings per share are shown in note 8.

 

 

 Condensed consolidated statement of comprehensive income
 Six months ended 30 June 2025

                                                                                               6 months ended 30 June 2025  6 months ended 30 June 2024  Year

                                                                                                                                                         ended 31 December 2024
                                                                                               Unaudited                    Unaudited
                                                                                               £m                           £m                           £m

 Loss for the period                                                                           (0.6)                        (3.5)                        (8.9)

 Other comprehensive income
 Items that may be reclassified subsequently to the income statement:
       Exchange differences on translation of foreign operations                               (1.3)                        (0.5)                        (1.1)
 Items that will not be reclassified to the income statement:
 Exchange differences on translation of non-controlling interests in foreign                   (0.4)                        (0.1)                        (0.3)
 operations
 Other comprehensive loss for the period                                                       (1.7)                        (0.6)                        (1.4)

 Total comprehensive loss for the period                                                       (2.3)                        (4.1)                        (10.3)

 Attributable to:
 Owners of Empresaria Group plc                                                                (2.8)                        (4.6)                        (11.5)
 Non-controlling interests                                                                     0.5                          0.5                          1.2
                                                                                               (2.3)                        (4.1)                        (10.3)

 

 

 Condensed consolidated balance sheet
 As at 30 June 2025
                                                                    30 June 2025  30 June 2024  31 December 2024
                                                                    Unaudited     Unaudited
                                       Notes                        £m            £m            £m
 Non-current assets
 Property, plant and equipment                                      1.4           2.0           1.6
 Right-of-use assets                                                4.0           4.7           5.9
 Goodwill                                                           26.7          28.9          26.6
 Other intangible assets                                            4.9           6.3           5.7
 Deferred tax assets                                                4.3           6.1           4.0
                                                                    41.3          48.0          43.8

 Current assets
 Trade and other receivables           11                           39.4          40.0          39.7
 Current tax assets                                                 0.4           1.6           0.4
 Cash and cash equivalents             10                           15.6          16.5          17.2
                                                                    55.4          58.1          57.3

 Total assets                                                       96.7          106.1         101.1

 Current liabilities
 Trade and other payables              12                           29.2          29.8          27.8
 Current tax liabilities                                            1.0           0.9           1.0
 Borrowings                            9                            16.7          19.7          18.5
 Lease liabilities                                                  3.0           2.6           5.0
                                                                    49.9          53.0          52.3

 Non-current liabilities
 Borrowings                            9                            15.0          10.1          14.0
 Lease liabilities                                                  1.2           2.6           1.2
 Deferred tax liabilities                                           2.0           2.3           2.2
                                                                    18.2          15.0          17.4

 Total liabilities                                                  68.1          68.0          69.7

 Net assets                                                         28.6          38.1          31.4

 Equity
 Share capital                                                      2.5           2.5           2.5
 Share premium account                                              22.4          22.4          22.4
 Merger reserve                                                     0.9           0.9           0.9
 Retranslation reserve                                              (0.8)         1.0           0.5
 Equity reserve                                                     (10.3)        (10.2)        (10.3)
 Retained earnings                                                  7.0           14.8          8.4
 Equity attributable to owners of Empresaria Group plc              21.7          31.4          24.4
 Non-controlling interests                                          6.9           6.7           7.0
 Total equity                                                       28.6          38.1          31.4

 Condensed consolidated statement of changes in equity
 Six months ended 30 June 2025
                                                            Equity attributable to owners of Empresaria Group plc
                                                            Share capital   Share premium account  Merger reserve  Equity reserve  Retranslation reserve  Retained earnings  Total     Non-controlling interests  Total equity
                                                            £m              £m                     £m              £m              £m                     £m                 £m        £m                         £m
 At 31 December 2023                                        2.5             22.4                   0.9             (10.2)          1.6                    19.2               36.4      6.5                        42.9
 (Loss)/profit for the period                               -               -                      -               -               -                      (4.1)              (4.1)     0.6                        (3.5)
 Exchange differences on translation of foreign operations  -               -                      -               -               (0.6)                  0.1                (0.5)     (0.1)                      (0.6)
 Total comprehensive income for the period                  -               -                      -               -               (0.6)                  (4.0)              (4.6)     0.5                        (4.1)
 Dividend paid to owners of Empresaria Group plc            -               -                      -               -               -                      (0.5)              (0.5)     -                          (0.5)
 Dividend paid to non-controlling interests                 -               -                      -               -               -                      -                  -         (0.3)                      (0.3)
 Share-based payments                                       -               -                      -               -               -                      0.1                0.1       -                          0.1
 At 30 June 2024 (Unaudited)                                2.5             22.4                   0.9             (10.2)          1.0                    14.8               31.4      6.7                        38.1
 At 31 December 2023                                        2.5             22.4                   0.9             (10.2)          1.6                    19.2               36.4      6.5                        42.9
 (Loss)/profit for the year                                 -               -                      -               -               -                      (10.4)             (10.4)    1.5                        (8.9)
 Exchange differences on translation of foreign operations  -               -                      -               -               (1.1)                  -                  (1.1)     (0.3)                      (1.4)
 Total comprehensive income for the year                    -               -                      -               -               (1.1)                  (10.4)             (11.5)    1.2                        (10.3)
 Dividend paid to owners of Empresaria Group plc            -               -                      -               -               -                      (0.5)              (0.5)     -                          (0.5)
 Dividend paid to non-controlling interests                 -               -                      -               -               -                      -                  -         (0.8)                      (0.8)
 Increase in ownership of existing subsidiary               -               -                      -               (0.1)           -                      -                  (0.1)     0.1                        -
 Share-based payments                                       -               -                      -               -               -                      0.1                0.1       -                          0.1
 At 31 December 2024                                        2.5             22.4                   0.9             (10.3)          0.5                    8.4                24.4      7.0                        31.4
 (Loss)/profit for the period                               -               -                      -               -               -                      (1.5)              (1.5)     0.9                        (0.6)
 Exchange differences on translation of foreign operations  -               -                      -               -               (1.3)                  -                  (1.3)     (0.4)                      (1.7)
 Total comprehensive (loss)/income for the period           -               -                      -               -               (1.3)                  (1.5)              (2.8)     0.5                        (2.3)
 Dividend paid to non-controlling interests                 -               -                      -               -               -                      -                  -         (0.6)                      (0.6)
 Share-based payments                                       -               -                      -               -               -                      0.1                0.1       -                          0.1
 At 30 June 2025 (Unaudited)                                2.5             22.4                   0.9             (10.3)          (0.8)                  7.0                21.7      6.9                        28.6

 Condensed consolidated cash flow statement
 Six months ended 30 June 2025
                                                                        6 months ended 30 June 2025           6 months ended 30 June 2024  Year ended 31 December 2024
                                                                        Unaudited                             Unaudited
                                                                        £m                                    £m                           £m
 Loss for the period                                                    (0.6)                                 (3.5)                        (8.9)
 Adjustments for:
 Depreciation and software amortisation                                 0.6                                   0.7                          1.5
 Depreciation of right-of-use assets                                    2.7                                   2.3                          5.3
 Fair value charge on acquisition of non-controlling shares             -                                     0.2                          0.4
 Loss on sale of subsidiaries                                           -                                     0.2                          0.6
 Impairment of goodwill                                                 -                                     -                            1.5
 Amortisation of intangible assets identified in business combinations  0.5                                   0.5                          1.2
 Share-based payments                                                   0.1                                   0.1                          0.1
 Net finance costs                                                      0.8                                   0.8                          1.6
 Taxation                                                               0.7                                   (0.9)                        3.7
                                                                        4.8                                   0.4                          7.0
 (Increase)/decrease in trade and other receivables                     (0.4)                                 2.0                          (0.2)
 Increase/(decrease) in trade and other payables                        1.7                                   (0.7)                        (0.9)
 Cash generated from operations                                         6.1                                   1.7                          5.9
 Interest paid                                                          (1.2)                                 (1.1)                        (2.4)
 Income taxes paid                                                      (0.9)                                 (0.6)                        (2.1)
 Net cash inflow from operating activities                              4.0                                   -                            1.4

 Cash flows from investing activities
 Cash received on sale of subsidiary                                    -                                     0.4                          -
 Purchase of property, plant and equipment, and software                (0.3)                                 (0.4)                        (0.8)
 Finance income                                                         0.4                                   0.4                          0.8
 Net cash inflow from investing activities                              0.1                                   0.4                          -

 Cash flows from financing activities
 (Decrease)/increase in overdrafts                                      (0.6)                                 1.2                          (0.6)
 Proceeds from bank loans                                               1.0                                   1.0                          5.2
 Repayment of bank loans                                                                -                     (0.1)                        (0.1)
 (Decrease)/increase in invoice financing                               (1.4)                                 0.1                          1.4
 Payment of obligations under leases                                    (2.7)                                 (2.1)                        (5.3)
 Purchase of shares in existing subsidiaries                            (0.2)                                 (0.2)                        (0.2)
 Dividends paid to owners of Empresaria Group plc                                       -                     (0.5)                        (0.5)
 Dividends paid to non-controlling interests                            (0.6)                                 (0.3)                        (0.8)
 Net cash outflow from financing activities                             (4.5)                                 (0.9)                        (0.9)

 Net (decrease)/increase in cash and cash equivalents                   (0.4)                                 (0.5)                        0.5
 Foreign exchange movements                                             (1.2)                                 (0.1)                        (0.4)
 Cash and cash equivalents at beginning of the period                   17.2                                  17.1                         17.1
 Cash and cash equivalents at end of the period                         15.6                                  16.5                         17.2

 Bank overdrafts at beginning of the period                             (14.3)                                (15.2)                       (15.2)
 Decrease/(increase) in the period                                                 0.6                        (1.2)                        0.6
 Foreign exchange movements                                             (0.2)                                 0.1                          0.3
 Bank overdrafts at end of the period                                   (13.9)                                (16.3)                       (14.3)
 Cash, cash equivalents and bank overdrafts at period end               1.7                                   0.2                          2.9

 

     Notes to the interim financial statements
     Six months ended 30 June 2025

 1   Basis of preparation and general information

     Empresaria Group plc is the Group's ultimate parent company.  It is
     incorporated and domiciled in England, its registered office address is Old
     Church House, Sandy Lane, Crawley Down, Crawley, West Sussex, RH10 4HS, United
     Kingdom, its company registration number is 03743194 and its shares are listed
     on AIM, a market of London Stock Exchange plc.

     The condensed set of financial statements have been prepared using accounting
     policies consistent with UK-adopted International Accounting Standards.  The
     same accounting policies, presentation and methods of computation are followed
     in the condensed set of financial statements as applied in the Group's latest
     annual audited financial statements with the exception of the Group's
     operating segment's which have been updated as set out in note 3.  The Group
     does not anticipate any change in these accounting policies for the year ended
     31 December 2025.  While the financial information included in these interim
     financial statements has been prepared in accordance with UK-adopted
     International Accounting Standards applicable to interim periods, these
     interim financial statements do not contain sufficient information to
     constitute an interim financial report as defined in IAS 34.

     The information for the year ended 31 December 2024 has been derived from
     audited statutory accounts for that year.  The information for the year ended
     31 December 2024 included herein does not constitute statutory accounts as
     defined in section 434 of the Companies Act 2006.  A copy of the statutory
     accounts for that year have been delivered to the Registrar of Companies.
     The auditors report on those accounts was unqualified, did not draw attention
     to any matters by way of emphasis and did not contain a statement under
     section 498(2) or (3) of the Companies Act 2006.  The interim financial
     information for 2025 and 2024 has been neither audited nor reviewed.

     Going concern

     The Group's activities are funded by a combination of long-term equity
     capital, revolving credit facilities, term loans, invoice financing and bank
     overdraft facilities. The day-to-day operations are funded by cash generated
     from trading, invoice financing and overdraft facilities. The Board has
     reviewed the Group's profit and cash flow projections and applied
     sensitivities to the underlying assumptions. These projections suggest that
     the Group will meet its obligations as they fall due with the use of existing
     facilities.

     The terms of the Group's principal overdraft facilities are reviewed on an
     annual basis, and based on informal discussions with its lenders, the Board
     has no reason to believe that sufficient facilities will not continue to be
     available to the Group for the foreseeable future.  As a result, the going
     concern basis continues to be appropriate in preparing these interim financial
     statements.

 2   Accounting estimates and judgements

     The preparation of interim financial statements requires management to make
     judgements, estimates and assumptions that affect the application of
     accounting policies and the reported amount of income, expense, assets and
     liabilities. The significant estimates and judgements made by management were
     consistent with those applied to the consolidated financial statements for the
     year ended 31 December 2024.

 

     Notes to the interim financial statements
     Six months ended 30 June 2025

 3   Segment analysis

     Following the Group's announcement of its accelerated strategy in February,
     information reported to the Group's Executive Committee, considered to be the
     chief operating decision maker of the Group for the purpose of resource
     allocation and assessment of segment performance, is now based on the Group's
     core and non-core operations.  Segmental information is therefore now
     presented on this basis and prior period information has been re-represented
     for consistency.

     The Group has one principal activity, the provision of staffing and
     recruitment services delivered across a number of service lines being
     permanent placement, temporary and contract placement, and offshore services.

     The analysis of the Group's results by region is set out below:

     Six months to 30 June 2025                                                Revenue             Net fee income  Adjusted operating profit/(loss)
                                                                               £m                  £m              £m
     Core operations:
     UK                                                                        9.6                 2.1             (0.1)
     US                                                                        4.4                 1.1             (0.5)
     Offshore Services                                                         13.8                6.4             3.2
     Non-core operations                                                       90.4                14.2            1.5
     2024 exits                                                                -                   -               -
     Central and intragroup                                                    (0.4)               (0.4)           (2.4)
                                                                               117.8               23.4            1.7

     Six months to 30 June 2024                                                Revenue             Net fee income  Adjusted operating profit/(loss)
                                                                               £m                  £m              £m
     Core operations:
     UK                                                                        11.6                2.3             (0.5)
     US                                                                        3.6                 0.8             (0.7)
     Offshore Services                                                         13.1                6.1             2.6
     Non-core operations                                                       89.5                15.4            2.2
     2024 exits                                                                4.5                 1.2             (0.3)
     Central and intragroup                                                    (0.5)               (0.5)           (2.3)
                                                                               121.8               25.3            1.0

     Year ended 31 December 2024                                               Revenue             Net fee income  Adjusted operating profit/(loss)
                                                                               £m                  £m              £m
     Core operations:
     UK                                                                        22.4                4.4             (0.8)
     US                                                                        10.5                2.3             (0.7)
     Offshore Services                                                         26.9                12.7            5.8
     Non-core operations                                                       180.9               30.4            4.3
     2024 exits                                                                6.8                 1.9             (0.4)
     Central and intragroup                                                    (1.3)               (1.3)           (4.4)
                                                                               246.2               50.4            3.8

 

 

     Notes to the interim financial statements
     Six months ended 30 June 2025

 4   Finance income and costs

                                                         6 months ended 30 June 2025  6 months ended 30 June 2024  Year

                                                                                                                   ended 31 December 2024
                                                         Unaudited                    Unaudited
                                                         £m                           £m                           £m

     Finance income
     Bank interest receivable                            0.4                          0.4                          0.8
                                                         0.4                          0.4                          0.8

     Finance costs
     Invoice financing                                   (0.1)                        (0.1)                        (0.2)
     Bank loans and overdrafts                           (0.9)                        (0.9)                        (1.8)
     Interest on lease liabilities                       (0.2)                        (0.2)                        (0.4)
                                                         (1.2)                        (1.2)                        (2.4)

     Net finance costs                                   (0.8)                        (0.8)                        (1.6)

 5   Exceptional items

                                                         6 months ended 30 June 2025  6 months ended 30 June 2024  Year

                                                                                                                   ended 31 December 2024
                                                         Unaudited                    Unaudited
                                                         £m                           £m                           £m

     Closure of operations                               -                            (0.3)                        (0.7)
     Impairment of trade receivables                     -                            (3.0)                        (3.2)
     Restructure of senior management                    (0.1)                        (0.2)                        (0.2)
     Strategy acceleration                               (0.1)                        -                            -
     Possible offer                                      (0.1)                        -                            -
                                                         (0.3)                        (3.5)                        (4.1)

     Strategy acceleration reflects costs associated with implementing the Group's
     accelerated strategy including costs associated with the disposal programme.

     Possible offer costs include advisors' costs incurred up to 30 June related to
     the possible offer process.

 

     Notes to the interim financial statements
     Six months ended 30 June 2025

 6   Reconciliation of profit before tax to adjusted profit before tax

                                                                                               6 months ended 30 June 2025         6 months ended 30 June 2024  Year

                                                                                                                                                                ended 31 December 2024
                                                                                               Unaudited                           Unaudited
                                                                                               £m                                  £m                           £m

     Profit/(loss) before tax                                                                  0.1                                 (4.4)                        (5.2)
     Add back:
     Exceptional items                                                                         0.3                                 3.5                          4.1
     Fair value charge on acquisition of non-controlling shares                                -                                   0.4                          0.4
     Loss on sale of subsidiaries                                                              -                                   0.2                          0.6
     Impairment of goodwill                                                                    -                                   -                            1.1
     Amortisation of intangible assets identified in business combinations                     0.5                                 0.5                          1.2
     Adjusted profit before tax                                                                0.9                                 0.2                          2.2

 7   Taxation

     The tax charge for the six month period is £0.7m (6 months ended 30 June
     2024: £0.9m credit, year ended 31 December 2024: £3.7m charge).  On an
     adjusted basis (excluding adjusting items as set out in note 6 and their tax
     effect), the tax charge for the six month period is £0.4m. The tax charge for
     the period is assessed using the best estimate of the effective tax rates
     expected to be applicable for the full year, applied to the pre-tax income of
     the six month period plus irrecoverable withholding taxes incurred in the six
     month period.

 

    Notes to the interim financial statements
    Six months ended 30 June 2025

 8  Earnings per share

    Basic earnings per share is assessed by dividing the earnings attributable to
    the owners of Empresaria Group plc by the weighted average number of shares in
    issue during the year.  Diluted earnings per share is calculated as for basic
    earnings per share but adjusting the weighted average number of shares for the
    diluting impact of shares that could potentially be issued.  For 2025 and
    2024 these are all related to share options.  Reconciliations between basic
    and diluted measures are given below.

    The Group also presents adjusted earnings per share which it considers to be a
    key measure of the Group's performance.  A reconciliation of earnings to
    adjusted earnings is provided below.

                                                                                         6 months ended 30 June 2025  6 months ended 30 June 2024     Year ended 31 December 2024
                                                                                         Unaudited                    Unaudited
                                                                                         £m                           £m                              £m
    Earnings
    Earnings attributable to owners of Empresaria Group plc                              (1.5)                        (4.1)                           (10.4)
    Adjustments:
    Exceptional items                                                                    0.3                          3.5                             4.1
    Fair value charge on acquisition of non-controlling shares                           -                            0.4                             0.4
    Loss of sales of subsidiaries                                                        -                            0.2                             0.6
    Impairment of goodwill                                                               -                            -                               1.1
    Amortisation of intangible assets identified in business combinations                0.5                          0.5                             1.2
    Tax on the above                                                                     (0.1)                        (1.1)                           (1.2)
    Exceptional write down of deferred tax assets related to losses                      -                            -                               3.7
    Recognition of tax credits on UK adjusted losses                                     0.4                          -                               -
    Adjusted earnings                                                                    (0.4)                        (0.6)                           (0.5)

    Number of shares                                                                     Millions                     Millions                        Millions
    Weighted average number of shares - basic                                            49.1                         49.1                            49.1
    Dilution effect of share options                                                     1.8                          0.8                             2.0
    Weighted average number of shares - diluted                                          50.9                         49.9                            51.1

    Earnings per share                                                                   Pence                        Pence                           Pence
    Basic                                                                                (3.1)                        (8.4)                           (21.2)
    Dilution effect of share options                                                     -                            -                               -
    Diluted                                                                              (3.1)                        (8.4)                           (21.2)

    Adjusted earnings per share                                                          Pence                        Pence                           Pence
    Basic                                                                                (0.8)                        (1.2)                           (1.0)
    Dilution effect of share options                                                     -                            -                               -
    Diluted                                                                              (0.8)                        (1.2)                           (1.0)

    For all periods presented, all share options are anti-dilutive for the purpose
    of assessing diluted earnings per share in accordance with IAS 33 Earnings Per
    Share.  As a result, diluted earnings per share and basic earnings per share
    are equal.

    The weighted average number of shares (basic) has been calculated as the
    weighted average number of shares in issue during the year plus the weighted
    average number of share options already vested less the weighted average
    number of shares held by the Empresaria Employee Benefit Trust.  The Trustees
    have waived their rights to dividends on the shares held by the Empresaria
    Employee Benefit Trust.

 

         Notes to the interim financial statements
         Six months ended 30 June 2025

 9       Borrowings
                                                       30 June 2025          30 June 2024          31 December 2024
                                                       Unaudited             Unaudited
                                                       £m                    £m                    £m
         Current
         Bank overdrafts                               13.9                  16.3                  14.3
         Invoice financing                             2.7                   3.2                   4.1
         Bank loans                                    0.1                   0.2                   0.1
                                                       16.7                  19.7                  18.5
         Non-current
         Bank loans                                    15.0                  10.1                  14.0
                                                       15.0                  10.1                  14.0

         Borrowings                                    31.7                  29.8                  32.5

         The UK revolving credit facility is secured by a first fixed charge over all
         book and other debts given by the Company and certain of its subsidiaries. It
         is also subject to financial covenants, and these are disclosed in the finance
         and operating review. The UK invoice financing facility is also secured by a
         fixed and floating charge over trade receivables.

 

     Notes to the interim financial statements
     Six months ended 30 June 2025

 10  Net debt
     a)  Net debt                                                                           30 June 2025                 30 June 2024                 31 December 2024
                                                                                            Unaudited                    Unaudited
                                                                                            £m                           £m                           £m

     Cash and cash equivalents                                                              15.6                         16.5                         17.2

     Borrowings                                                                             (31.7)                       (29.8)                       (32.5)

     Net debt                                                                               (16.1)                       (13.3)                       (15.3)

     b)  Movement in net debt                                                               6 months ended 30 June 2025  6 months ended 30 June 2024  Year ended 31 December 2024
                                                                                            Unaudited                    Unaudited
                                                                                            £m                           £m                           £m

     At 1 January                                                                           (15.3)                       (10.8)                       (10.8)
     Net (decrease)/increase in cash and cash equivalents per consolidated cash             (0.4)                        (0.5)                        0.5
     flow statement
     Net (increase)/decrease in overdrafts and loans                                        (0.4)                        (2.1)                        (4.5)
     Decrease/(increase) in invoice financing                                               1.4                          (0.1)                        (1.4)
     Foreign exchange movements                                                             (1.4)                        0.2                          0.2
     Borrowing in subsidiaries sold in the year                                             -                            -                            0.7
     At period end                                                                          (16.1)                       (13.3)                       (15.3)

 

     Notes to the interim financial statements
     Six months ended 30 June 2025

 11  Trade and other receivables
                                                             30 June 2025      30 June 2024      31 December 2024
                                                             Unaudited         Unaudited
                                                             £m                £m                £m

     Gross trade receivables                                 28.7              33.1              30.3
     Less provision for impairment of trade receivables      (0.6)             (4.3)             (0.6)
     Trade receivables                                       28.1              28.8              29.7
     Prepayments                                             1.5               1.9               1.3
     Accrued income                                          8.1               6.8               6.7
     Other receivables                                       1.7               2.5               2.0
                                                             39.4              40.0              39.7

 12  Trade and other payables
                                                             30 June 2025      30 June 2024      31 December 2024
                                                             Unaudited         Unaudited
                                                             £m                £m                £m
     Current
     Trade payables                                          1.9               2.2               2.0
     Other tax and social security                           5.2               5.2               4.8
     Pilot bonds                                             0.2               0.2               0.2
     Client deposits                                         0.3               0.4               0.4
     Other payables                                          4.4               5.3               4.6
     Accruals                                                17.2              16.5              15.8
                                                             29.2              29.8              27.8

 

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