Interim report
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RNS Number : 1387SEmpresaria Group PLC26 August 2026 THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OFREGULATION 2014/596/EU, WHICH IS PART OF THE UK DOMESTIC LAW PURSUANT TO THE MARKETABUSE (AMENDMENT) (EU EXIT) REGULATIONS (SI 2019/310) ("UK MAR"). 26 August 2026 Empresaria Group plc ("Empresaria" or the "Group") Unaudited interim results for the six months ended 30 June 2026 Net fee income and profit growth in the first half of the year Empresaria Group plc (AIM: EMR), the international specialist staffing and recruitment group, announces itsunaudited interim results for the six months ended 30 June 2026. Overview of the half year H1 2026 H1 2025 % change % change (CC LFL3) Revenue £117.7m £117.8m - 1% Net fee income £24.5m £23.4m +5% +10% Adjusted operating profit1 £4.0m £1.7m +135% +198% Operating profit £3.9m £0.9m +333% Adjusted profit before tax1 £3.2m £0.9m +256% Profit before tax £3.1m £0.1m Adjusted, diluted profit/(loss) per share2 0.6p (0.8)p · Net fee income growth of 5% during the half year, representing the first half-year growth forthe Group since 2022o Growth of 10% year-on-year (CC LFL)o Growth of 7% excluding Skillhouse, following its disposal in April, reflecting theimprovement in the underlying businesso Strongest growth from Global workforce solutions (IMS) and Operationaloutsourcing (headway) service lineso Decline in net fee income in the Specialist recruitment service line, with actionstaken to reduce costs and restructure operations to deliver improved and positiveadjusted operating profit· Adjusted operating profit up 135% (+198% CC LFL), reflecting the growth in net fee incomeand disciplined cost management. All three service lines delivered growth in adjustedoperating profit· Measures taken to turnaround loss making brands and manage central costs, with anongoing focus on improving staff productivity within the Specialist recruitment service line· Adjusted, diluted profit per share of 0.6p reflecting the improvement in the Group's profits · Net debt stable at £17.0m (31 December 2025: £17.1m) · Disposal of Skillhouse in April 2026 delivered a £0.7m profit on disposal, with up-front cashproceeds of approximately £0.9m, £0.5m of which was used to reduce the Group'sRevolving Credit Facility and fund ongoing working capital requirements· Group adjusted profit before tax for the year ending 31 December 2026 now expected to beat least £6.2m (28 July 2026 trading update: at least £5.2m), reflecting better than expectedimpact from disciplined cost management approach and improved management oversight 1 Adjusted to exclude amortisation of intangible assets identified in business combinations, impairment of goodwill and other intangibleassets, profit 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.3 CC LFL - Constant currency and excluding exited operations. Calculated by translating the 2025 results at the 2026 exchange rates andexcluding the results of operations exited in 2026 from both years. Chief Executive Officer, Nigel Marsh, commented: "We are really pleased with the return of net fee income growth this year, which coupled with disciplined costmanagement has resulted in a significant improvement in profitability. All three of our service lines (being Global
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workforce solutions, Operational outsourcing and Specialist recruitment) delivered growth in adjusted operatingprofit, with Specialist recruitment returning to overall profitability. We remain focused on improving productivity and eliminating pockets of losses, whilst supporting the momentumthat we are seeing from our larger brands. Whilst market conditions remain challenged, not helped by ongoinggeopolitical issues, our first half year performance provides us with confidence in delivering profitable growthacross all parts of the Group during the rest of the year." For the purposes of UK MAR, the person responsible for arranging release of this announcement onbehalf of Empresaria is Spencer Wreford, Chief Financial Officer. - Ends - Enquiries: Empresaria Group plcNigel Marsh, Chief Executive OfficerSpencer Wreford, Chief Financial Officer via Alma PR Allenby Capital Limited (Nominated Adviser and Broker)Nick Naylor / Vivek Bhardwaj (Corporate finance)Tony Quirke (Equity sales) / Ian Jermin (Research) 020 3328 5656 Alma Strategic Communications (Financial PR)Sam Modlin / Rebecca Sanders-Hewett / Sarah Peters 020 3405 0205empresaria@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: § Founded in 1996, Empresaria is an international specialist staffing and recruitment Group operating through a decentralised, multi-branded model across UK & Europe, Asia Pacific and the Americas. § Our specialist brands operate in diversified sectors and geographies, providing tailored talent solutions to clients and candidates in their local markets. We operate with three service lines:- Global workforce solutions - Operational outsourcing - Specialist recruitment § Empresaria is admitted to trading on AIM under ticker EMR. For more information visit www.empresaria.com. Cautionary statement regarding forward-looking statements This announcement may contain forward-looking statements which are made in good faith and are based oncurrent 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 relateto events and depend on circumstances that will occur in the future. You should not place undue reliance on theseforward-looking statements, which are not a guarantee of future performance and are subject to factors that couldcause our actual results to differ materially from those expressed or implied by these statements. Except asrequired by applicable law or regulation, Empresaria undertakes no obligation to update any forward-lookingstatements 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 The business has stabilised following the board changes in October 2025, the subsequent return to adecentralised, multi-branded model aligned with Empresaria's founding principles and management's focus oncost discipline and local accountability. For the six months ended 30 June 2026, the Group's revenue was flat on the prior year on a reported basis andwas up 1% on a constant currency and excluding exited operations basis ("CC LFL"). Net fee income grew by 5%(up 10% CC LFL) and combined with disciplined cost management, resulted in adjusted operating profit growing to£4.0m, up 135% on the prior year (up 198% CC LFL).
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In April 2026 the Group disposed of its interest in Skillhouse Staffing Solutions K.K. with the initial cashconsideration received used to reduce the Group's debt and fund ongoing working capital requirements. Excludingthis business from the results for the current and prior year the Group grew its net fee income by 7%. A focus of the Board has been to eliminate pockets of losses across the Group. The Group closed a small lossmaking 'rec-to-rec' recruitment business and whilst two other brands were loss making in the first half of the year,both delivered a reduced loss against the prior year and are now in a position to deliver a positive result in thesecond half of the year. The focus on financial discipline helped the Group's adjusted operating profit to grow at amuch higher rate than net fee income, with a conversion ratio of 16.4% (2025: 7.4%). Adjusted profit before tax was £3.2m, up 256% on the prior year of £0.9m, reflecting the improvement in adjustedoperating profit. The reported profit before tax was £3.1m, against a prior year of £0.1m. The reported profitbefore tax is stated after amortisation of intangible assets identified in business combinations of £0.3m,exceptional costs of £0.5m and a profit on disposal of a subsidiary of £0.7m. The exceptional costs comprised ofbusiness closure costs and management restructuring costs of £0.4m and professional fees in relation to debtrefinancing of £0.1m. The Group's tax charge of £1.9m (2025: £0.7m) remains high due to the Group not recognising a deferred taxasset for the loss-making businesses as well as the central costs and withholding tax costs on dividends receivedfrom subsidiaries and interest payments on intercompany loans. The strategy to eliminate losses and a focus onreducing central costs will help to address the challenge of a high tax charge. Strategy for 2026 onwards and performance by service line From 1 January 2026, we formally ended the previous board's transformation strategy and returned to adecentralised, multi-branded model aligned with Empresaria's founding principles. The Group's brands operate across the UK & Europe, Asia Pacific and the Americas. The focus on specialist brands restores local accountability, within a framework of central oversight and financial control. As part of thiswe moved away from the "Core" and "Non-core" classifications of brands and present the Group results across thefollowing three service lines that we believe best align with how the Group operates. Global workforce solutions(IMS) IMS provides integrated managed business services (business process management), supporting organisationswith the design, delivery and ongoing optimisation of operational functions across recruitment, accounting and finance, marketing, information technology and other essential business processes. Services are delivered through a combination of onshore client focused solution design teams and offshoredelivery hubs, with teams based in India and the Philippines. Engagements are typically multi-year and outcomes-led, with the aim of improving operational performance, scalability and cost efficiency. £m 6 monthsended30 June2026 6 monthsended30 June2025 Year ended31 December2025 YOY %change YOY %change(CC LFL) Revenue 15.7 13.8 28.8 +14% +28% Net fee income 8.1 6.4 13.8 +26% +41% Adjusted operating profit 4.5 3.2 7.0 +41% +58% % of Group net fee income 33% 27% 29% During the period the business delivered strong growth in profit, driven by a 14% increase in revenue (28% CCLFL), with net fee income up 26% (41% CC LFL) and adjusted operating profit up 41% (58% CC LFL). Overall,the number of billed seats grew in the first half of the year. The number of billed seats to UK clients in June 2026was flat against the June 2025 position, with growth seen in the third quarter last year being offset by declines tothe end of June, reflecting ongoing challenges within the UK recruitment sector. This was offset by a 21% growthin billed seats to US clients across the same period, with quarter-on-quarter growth since June 2025. Whilst recruitment services continue to be the largest share of the business, the fastest growth has come fromother services offered by IMS. These other services accounted for 28% of the revenue in the first half of the year. By way of comparison, other services accounted for 13% of revenue for the financial year ended 31 December2023, reflecting the ongoing diversification of the business service offering. Operational outsourcing(headway, Alternattiva, Grupo Solimano) The brands within our Operational outsourcing service line provide specialist operational services for labour-intensive processes. This is characterised by long-term client relationships delivering regular recurring revenue. These brands also provide traditional recruitment services (permanent placement and temporary recruitmentservices) but the primary financial results are derived from the outsourced services. In Germany and Austria, we operate through headway, which is a specialist in operational staffing and industrialservices. headway takes responsibility for availability, support, process management, quality, productivity andperformance in its client's labour-intensive processes. They focus on sectors with recurring operational processes,significant staffing volumes, quality requirements and performance management, in particular in logistics with afocus on food retail, manufacturing, industry/industrial services, defence and healthcare & life sciences.
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In Latin America we operate through Alternattiva (Chile) and Grupo Solimano (Peru), providing a range of staffingservices, including outsourcing, talent search, temporary staff and training. In outsourcing there is a particularfocus on retail (managing point of sale & promotional activities) and manufacturing sectors, whilst the traditionalrecruiting services are focused on the telecoms, banking & finance and logistics sectors. £m 6 monthsended30 June2026 6 monthsended30 June2025 Year ended31 December2025 YOY %change YOY %change(CC LFL) Revenue 66.7 66.2 132.4 +1% (2%) Net fee income 8.4 7.4 14.4 +13% +9% Adjusted operating profit 1.9 1.2 2.2 +58% +51% % of Group net fee income 34% 32% 30% This service line's revenue only grew 1% during the period (2% decline in CC LFL), with growth in Europe andChile offset by a decline in Peru. Cost management, particularly in Europe, helped deliver an improvement in netfee income of 13% (9% CC LFL) and adjusted operating profit growth of 58% (51% CC LFL). There was a positiveimpact in Germany from turning around a challenging contract in the prior year and a focus on removing lowmargin contracts. In Peru there has been a general reduction in client demand, reducing revenue and profit. The business isfocused on cost efficiency and increasing sales. Specialist recruitment(Become, ConSol Partners, Greycoat Lumleys, LMA, Medical Recruitment Strategies, Monroe ConsultingGroup, Rishworth Aviation) The brands in our Specialist recruitment service line provide specialist sector expertise through permanentplacement, temporary and contract recruitment as well as consultancy or statement of work projects. Our consultant's knowledge and expertise in their niche sectors enables them to provide tailored talent solutions forclients and candidates in their local markets. In the UK and the US we provide recruitment services to the digital and creative, IT, domestic staffing and catering& hospitality, business support services and healthcare sectors. In Asia Pacific we provide Executive searchservices into industrial, consumer, healthcare, professional services and IT from offices in Indonesia, Thailand, Malaysia and the Philippines, as well as recruitment specifically for the insurance and financial services sectorsfrom Singapore and the global aviation sector from Singapore and New Zealand. £m 6 monthsended30 June2026 6 monthsended30 June2025 Year ended31 December2025 YOY %change YOY %change(CC LFL) Revenue 36.0 38.2 78.9 (6%) (1%) Net fee income 8.7 10.0 20.2 (13%) (7%) Adjusted operating profit/(loss) 0.2 (0.3) - % of Group net fee income 35% 43% 43% Overall, during the period the Specialist recruitment service line's revenue and net fee income declined by 6% (1%CC LFL) and 13% (7% CC LFL) respectively. However, there was a return to a positive adjusted operating profit of£0.2m after a loss of £0.3m in the prior year equivalent period. The like-for-like result excludes Skillhouse Staffing Solutions K.K. which the Company announced on 24 April 2026had been sold to the managing director of the business. The Group also closed down the McCall rec-to-rec brandduring 2026 following continuing losses. Excluding these two brands from both years, permanent revenuedeclined by 3% and temporary revenue was down 1% on the prior year. There were also losses at two continuing brands, in IT in the UK and the US and in executive search inSingapore. Actions have been taken to reduce costs and restructure operations to bring these brands toprofitability. Both brands delivered a lower loss in the current year and have shown positive momentum as well asperformance at the end of the second quarter. In Asia Pacific there was a small improvement in adjusted operating profit from Monroe Consulting despitechallenging economic conditions impacted by energy market volatility and supply disruptions stemming from theMiddle East conflict. In the US there was growth in healthcare and new client wins in the period are adding additional roles which areexpected to deliver during the second half of the year. The Board recognise that there is a need to improve staff productivity across the Specialist recruitment service lineto increase its profitability. This is a key area of focus for the second half of the year. Outlook
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Despite ongoing market challenges and an uncertain geopolitical environment, we have delivered a strong firsthalf, with net fee income up 5% on the prior year and adjusted profit before tax up approximately 250% on theprior year. The business has stabilised following the board changes in October 2025 and we remain focused oncost discipline and local accountability. Post the first half, the Group's service lines have continued to trade in line with the trading update announced on28 July 2026. However, we are pleased to report that the Group is seeing a better than expected impact from thecost discipline programme implemented by the new Board as well as the improved management oversight acrossthe Group's service lines. Accordingly, the Group now expects adjusted profit before tax for the year ending 31December 2026 to be at least £6.2m (28 July 2026: at least £5.2m), representing an increase of approximately55% on the prior year. Financing Net debt, (which does not include lease liabilities recognised under IFRS 16), was £17.0m as at 30 June 2026, adecrease of £0.1m from 31 December 2025. Net debt was adversely impacted by foreign exchange movementsof £0.4m in the period. The average month end net debt during the period was £17.4m. As at 30 June 2026, the Group had financing facilities totalling £38.7m (31 December 2025: £41.9m). Excludinginvoice financing, undrawn facilities at 30 June 2026 were £3.2m (31 December 2025: £5.4m). Net finance costsfor the period were £0.8m (2025: £0.8m). Net cash inflow from operating activities was £3.1m (2025: £4.0m), reflecting higher working capital funding in theperiod. The Group's revolving credit facility covenants are tested on a quarterly basis. The covenants, and our performance against them as at 30 June 2026, were as follows: Covenant Target ActualNet debt to EBITDA < 2.2 times 1.7 timesInterest cover > 4.0 times 6.3 times On 15 April 2026 the Group signed extended facilities with its senior debt provider. The key changes includedextending the revolving credit facility of £15.0m to October 2027 and reducing the overdraft facility for our Germanbusiness to Euro 8.25m. The revolving credit facility was subsequently reduced by £0.5m following the disposal ofSkillhouse Staffing Solutions K.K. The Group has delivered a stable financial platform by securing these extendedbank facilities. Dividend In line with prior years, the Board is not recommending the payment of an interim dividend for 2026 (2025: nil). 26 August 2026 Condensed consolidated income statement Six months ended 30 June 2026 6 monthsended 30June 2026 6 monthsended 30June 2025 Yearended 31December2025 Unaudited Unaudited Notes £m £m £m Revenue 3 117.7 117.8 239.0 Cost of sales (93.2) (94.4) (191.7) Net fee income 3 24.5 23.4 47.3 Administrative costs (20.5) (21.7) (41.6) Adjusted operating profit 3 4.0 1.7 5.7 Exceptional items 5 (0.5) (0.3) (2.0) Profit on sale of subsidiary 6 0.7 - - Impairment of goodwill - - (5.3)Amortisation of intangible assets identified inbusiness combinations (0.3) (0.5) (1.1) Operating profit/(loss) 3.9 0.9 (2.7) Finance income 4 0.3 0.4 0.7 Finance costs 4 (1.1) (1.2) (2.4) Net finance costs 4 (0.8) (0.8) (1.7)Profit/(loss) before tax 3.1 0.1 (4.4)
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Taxation 8 (1.9) (0.7) (3.2) Profit/(loss) for the period 1.2 (0.6) (7.6) Attributable to: Owners of Empresaria Group plc 0.2 (1.5) (9.3) Non-controlling interests 1.0 0.9 1.7 1.2 (0.6) (7.6) Pence Pence Pence Unaudited Unaudited Earnings per share Basic 9 0.4 (3.1) (19.0) Diluted 9 0.4 (3.1) (19.0) Details of adjusted earnings per share are shown in note 9. Condensed consolidated statement of comprehensive income Six months ended 30 June 2026 6 monthsended 30June 2026 6 monthsended 30June 2025 Yearended 31December2025 Unaudited Unaudited £m £m £m Profit/(loss) for the period 1.2 (0.6) (7.6) Other comprehensive incomeItems that may be reclassified subsequently to the incomestatement: Exchange differences on translation of foreign operations (0.8) (1.3) (1.4) Items that will not be reclassified to the income statement: Exchange differences on translation of non-controllinginterests in foreign operations (0.1) (0.4) (0.4) Other comprehensive loss for the period (0.9) (1.7) (1.8) Total comprehensive profit/(loss) for the period 0.3 (2.3) (9.4) Attributable to: Owners of Empresaria Group plc (0.6) (2.8) (10.7) Non-controlling interests 0.9 0.5 1.3 0.3 (2.3) (9.4) Condensed consolidated balance sheet As at 30 June 2026 30 June2026 30 June2025 31 December2025 Unaudited Unaudited Notes £m £m £m Non-current assets Property, plant and equipment 1.5 1.4 1.4 Right-of-use assets 4.5 4.0 6.4 Goodwill 21.0 26.7 21.6 Other intangible assets 3.6 4.9 4.3 Deferred consideration 0.2 - - Deferred tax assets 3.4 4.3 3.9 34.2 41.3 37.6
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Current assets Trade and other receivables 12 37.9 39.4 38.2 Deferred consideration 0.2 - - Current tax assets 3.0 0.4 2.4 Cash and cash equivalents 11 15.1 15.6 17.6 56.2 55.4 58.2 Total assets 90.4 96.7 95.8 Current liabilities Trade and other payables 13 27.8 29.2 28.9 Current tax liabilities 3.7 1.0 2.7 Borrowings 10 17.6 16.7 34.7 Lease liabilities 3.0 3.0 5.4 52.1 49.9 71.7 Non-current liabilities Borrowings 10 14.5 15.0 - Lease liabilities 1.7 1.2 1.2 Defined benefit pension liability - - 0.4 Deferred tax liabilities 2.2 2.0 2.3 18.4 18.2 3.9 Total liabilities 70.5 68.1 75.6 Net assets 19.9 28.6 20.2 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 Translation reserve (1.8) (0.8) (0.9) Equity reserve (10.4) (10.3) (10.3) Retained earnings (0.5) 7.0 (0.9) Equity attributable to owners of Empresaria Group plc 13.1 21.7 13.7 Non-controlling interests 6.8 6.9 6.5 Total equity 19.9 28.6 20.2 Condensed consolidated statement of changes in equity Six months ended 30 June 2026 Equity attributable to owners of Empresaria G Sharecapital Sharepremiumaccount Mergerreserve Equityreserve Retranslationreserve Retainedearnings £m £m £m £m £m £m At 31 December 2024 2.5 22.4 0.9 (10.3) 0.5 8.4 (Loss)/profit for the period - - - - - (1.5) Exchange differences on translation of foreign operations - - - - (1.3) - Total comprehensive income for the period - - - - (1.3) (1.5) Dividend paid to non-controlling interests - - - - - - Share-based payments - - - - - 0.1 At 30 June 2025 (Unaudited) 2.5 22.4 0.9 (10.3) (0.8) 7.0 At 31 December 2024 2.5 22.4 0.9 (10.3) 0.5 8.4 (Loss)/profit for the year - - - - - (9.3) Exchange differences on translation of foreign operations - - - - (1.4) - Total comprehensive income for the year - - - - (1.4) (9.3) Dividend paid to non-controlling interests - - - - - - At 31 December 2025 2.5 22.4 0.9 (10.3) (0.9) (0.9) Profit for the period - - - - - 0.2 Exchange differences on translation of foreign operations - - - - (0.9) 0.1 Total comprehensive (loss)/income for the period - - - - (0.9) 0.3 Dividend paid to non-controlling interests - - - - - - Increase in ownership of existing subsidiary - - - (0.1) - -
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Share-based payments - - - - - 0.1 At 30 June 2026 (Unaudited) 2.5 22.4 0.9 (10.4) (1.8) (0.5) Condensed consolidated cash flow statement Six months ended 30 June 2026 6 monthsended 30June 2026 6 monthsended 30June 2025 Yearended 31December2025 Unaudited Unaudited £m £m £m Profit/(loss) for the period 1.2 (0.6) (7.6) Adjustments for: Depreciation and software amortisation 0.6 0.6 1.2 Depreciation of right-of-use assets 2.4 2.7 5.2 Fair value charge on acquisition of non-controlling shares 0.1 - - Profit on sale of subsidiary (0.7) - - Impairment of goodwill - - 5.3Amortisation of intangible assets identified in businesscombinations 0.3 0.5 1.1 Share-based payments 0.1 0.1 - Net finance costs 0.8 0.8 1.7 Taxation 1.9 0.7 3.2 6.7 4.8 10.1 (Increase)/decrease in trade and other receivables (1.8) (0.4) 0.7 Increase in trade and other payables 0.5 1.7 2.3 Cash generated from operations 5.4 6.1 13.1 Interest paid (1.1) (1.2) (2.4) Income taxes paid (1.2) (0.9) (3.0) Net cash inflow from operating activities 3.1 4.0 7.7 Cash flows from investing activities Cash received on sale of subsidiary 0.9 - - Cash and cash equivalents held by the disposed subsidiary (0.4) - - Purchase of property, plant and equipment, and software (0.4) (0.3) (1.0) Finance income 0.3 0.4 0.7 Net cash inflow/(outflow) from investing activities 0.4 0.1 (0.3) Cash flows from financing activities Increase/(decrease) in overdrafts 0.9 (0.6) (0.3) Proceeds from bank loans - 1.0 1.1 Repayment of bank loans (0.5) - - (Decrease)/increase in invoice financing (2.9) (1.4) 1.0 Payment of obligations under leases (2.4) (2.7) (5.4) Purchase of shares in existing subsidiaries (0.1) (0.2) (0.2) Dividends paid to non-controlling interests (0.6) (0.6) (1.8) Net cash outflow from financing activities (5.6) (4.5) (5.6) Net (decrease)/increase in cash and cash equivalents (2.1) (0.4) 1.8 Foreign exchange movements (0.4) (1.2) (1.4) Cash and cash equivalents at beginning of the period 17.6 17.2 17.2 Cash and cash equivalents at end of the period 15.1 15.6 17.6 Bank overdrafts at beginning of the period (14.3) (14.3) (14.3) (Increase)/decrease in the period (0.9) 0.6 0.3 Bank overdrafts of the disposed subsidiary 0.1 - - Foreign exchange movements 0.1 (0.2) (0.3) Bank overdrafts at end of the period (15.0) (13.9) (14.3) Cash, cash equivalents and bank overdrafts at period end 0.1 1.7 3.3 Notes to the interim financial statements Six months ended 30 June 2026
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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, RH104HS, United Kingdom, its company registration number is 03743194 and its shares are admitted to trading onAIM, a market of the 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 ofcomputation are followed in the condensed set of financial statements as applied in the Group's latest annualaudited financial statements with the exception of the Group's operating segments which have been updatedas set out in note 3. The Group does not anticipate any change in these accounting policies for the yearended 31 December 2026. While the financial information included in these interim financial statements hasbeen prepared in accordance with UK-adopted International Accounting Standards applicable to interimperiods, these interim financial statements do not contain sufficient information to constitute an interimfinancial report as defined in IAS 34. The information for the year ended 31 December 2025 has been derived from audited statutory accounts forthat year. The information for the year ended 31 December 2025 included herein does not constitutestatutory accounts as defined in section 434 of the Companies Act 2006. A copy of the statutory accounts forthat year have been delivered to the Registrar of Companies. The auditors report on those accounts wasunqualified, did not draw attention to any matters by way of emphasis and did not contain a statement undersection 498(2) or (3) of the Companies Act 2006. The interim financial information for 2026 and 2025 hasbeen neither audited nor reviewed. Going concern The Group's activities are funded by a combination of long-term equity capital, revolving credit facilities, termloans, invoice financing and bank overdraft facilities. The day-to-day operations are funded by cashgenerated from trading, invoice financing and overdraft facilities. The Board has reviewed the Group's profitand cash flow projections and applied sensitivities to the underlying assumptions. These projections suggestthat 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 informaldiscussions with its lenders, the Board has no reason to believe that sufficient facilities will not continue to beavailable to the Group for the foreseeable future. As a result, the going concern basis continues to beappropriate in preparing these interim financial statements. 2 Accounting estimates and judgements The preparation of interim financial statements requires management to make judgements, estimates andassumptions 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 withthose applied to the consolidated financial statements for the year ended 31 December 2025. Notes to the interim financial statements Six months ended 30 June 2026 3 Segment analysis Information reported to the Group's Executive Committee, considered to be the chief operatingdecision maker of the Group for the purpose of resource allocation and assessment of segmentperformance, is based on the Group's service lines. Segmental information is presented on thisbasis and prior period information has been re-presented for consistency. The Group has one principal activity, the provision of staffing and recruitment services. The analysis of the Group's results by service line is set out below: Six months to 30 June 2026 Revenue Net feeincome Adjustedoperatingprofit/(loss) £m £m £m
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Global workforce solutions 15.7 8.1 4.5 Operational outsourcing 66.7 8.4 1.9 Specialist recruitment 36.0 8.7 0.2 Central and intragroup (0.7) (0.7) (2.6) 117.7 24.5 4.0 Six months to 30 June 2025 Revenue Net feeincome Adjustedoperatingprofit/(loss) £m £m £m Global workforce solutions 13.8 6.4 3.2 Operational outsourcing 66.2 7.4 1.2 Specialist recruitment 38.2 10.0 (0.3) Central and intragroup (0.4) (0.4) (2.4) 117.8 23.4 1.7 Year ended 31 December 2025 Revenue Net feeincome Adjustedoperatingprofit/(loss) £m £m £m Global workforce solutions 28.8 13.8 7.0 Operational outsourcing 132.4 14.4 2.2 Specialist recruitment 78.9 20.2 - Central and intragroup (1.1) (1.1) (3.5) 239.0 47.3 5.7 Notes to the interim financial statements Six months ended 30 June 2026 4 Finance income and costs 6 monthsended 30June 2026 6 monthsended 30June 2025 Yearended 31December2025 Unaudited Unaudited £m £m £m Finance income Bank interest receivable 0.3 0.4 0.7 0.3 0.4 0.7 Finance costs Invoice financing (0.1) (0.1) (0.3) Bank loans and overdrafts (0.8) (0.9) (1.8) Interest on lease liabilities (0.2) (0.2) (0.3) (1.1) (1.2) (2.4) Net finance costs (0.8) (0.8) (1.7) 5 Exceptional items
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6 monthsended 30June 2026 6 monthsended 30June 2025 Yearended 31December2025 Unaudited Unaudited £m £m £m Closure of operations (0.2) - - Restructure of senior management (0.2) (0.1) (0.9) Accelerated strategy implementation - (0.1) (0.2) Exceptional legal and professional fees (0.1) - (0.7) Restructure of German operation - - (0.2) Costs related to possible offer - (0.1) - (0.5) (0.3) (2.0) Accelerated strategy implementation reflects costs associated with implementing the Group's previousstrategy under the board in place up to October 2025. This strategy is no longer being followed. Notes to the interim financial statements Six months ended 30 June 2026 6 Profit on disposal of subsidiary During the period, the Group disposed of its 90% interest in Skillhouse Staffing Solutions K.K.,resulting in a gain on disposal of £0.7m (2025: £nil). Total consideration, including contingentconsideration, is expected to be £1.2m. At the date of disposal, the carrying amount of thesubsidiary's net assets derecognised comprised total assets of £2.3m and total liabilities of £2.0m,including cash and cash equivalents of £0.4m and borrowings of £0.1m. The disposal did not meetthe criteria for classification as a discontinued operation under IFRS 5. 7 Reconciliation of profit before tax to adjusted profit before tax 6 monthsended 30June 2026 6 monthsended 30June2025 Yearended 31December2025 Unaudited Unaudited £m £m £m Profit/(loss) before tax 3.1 0.1 (4.4) Add back: Exceptional items 0.5 0.3 2.0 Gain on sale of subsidiary (0.7) - - Impairment of goodwill - - 5.3 Amortisation of intangible assets identified inbusiness combinations 0.3 0.5 1.1 Adjusted profit before tax 3.2 0.9 4.0 8 Taxation The tax charge for the six month period is £1.9m (6 months ended 30 June 2025: £0.7m, yearended 31 December 2025: £3.2m). On an adjusted basis (excluding adjusting items as set out innote 7 and their tax effect), the tax charge for the six month period is £1.9m. The tax charge for the period is assessed using the best estimate of the effective tax ratesexpected to be applicable for the full year, applied to the pre-tax income of the six month periodplus irrecoverable withholding taxes incurred in the six month period.
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Notes to the interim financial statements Six months ended 30 June 2026 9 Earnings per share Basic earnings per share is assessed by dividing the earnings attributable to the owners of EmpresariaGroup plc by the weighted average number of shares in issue during the year. Diluted earnings per shareis calculated as for basic earnings per share but adjusting the weighted average number of shares for thediluting impact of shares that could potentially be issued. For 2026 and 2025 these are all related to shareoptions. 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 theGroup's performance. A reconciliation of earnings to adjusted earnings is provided below. 6 monthsended 30June 2026 6 monthsended 30June 2025 Year ended 31December 2025 Unaudited Unaudited £m £m £m EarningsEarnings attributable to owners of Empresaria Groupplc 0.2 (1.5) (9.3) Adjustments: Exceptional items 0.5 0.3 2.0 Gain on sale of subsidiary (0.7) - - Impairment of goodwill - 5.3Amortisation of intangible assets identified inbusiness combinations 0.3 0.5 1.1Tax on the above - (0.1) 0.6 Recognition of tax credits on UK adjusted losses 0.4 - Adjusted earnings 0.3 (0.4) (0.3) Number of shares Millions Millions Millions Weighted average number of shares - basic 49.1 49.1 49.1 Dilution effect of share options 0.3 1.8 0.8 Weighted average number of shares - diluted 49.4 50.9 49.9 Earnings per share Pence Pence Pence Basic 0.4 (3.1) (19.0) Dilution effect of share options - - - Diluted 0.4 (3.1) (19.0) Adjusted earnings per share Pence Pence Pence Basic 0.6 (0.8) (0.6) Dilution effect of share options - - - Diluted 0.6 (0.8) (0.6) For the prior periods presented, all share options are anti-dilutive for the purpose of assessing dilutedearnings per share in accordance with IAS 33 Earnings Per Share. As a result, diluted earnings per shareand basic earnings per share are equal in those periods. For the six months ended 30 June 2026 thedilution effect has been included but the impact is small enough that it does not change the reportednumbers. The weighted average number of shares (basic) has been calculated as the weighted average number ofshares in issue during the year plus the weighted average number of share options already vested lessthe weighted average number of shares held by the Empresaria Employee Benefit Trust. The Trusteeshave waived their rights to dividends on the shares held by the Empresaria Employee Benefit Trust. Notes to the interim financialstatements Six months ended 30 June 2026 10 Borrowings
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30 June2026 30 June2025 31 December2025 Unaudited Unaudited £m £m £m Current Bank overdrafts 15.0 13.9 14.3 Invoice financing 2.3 2.7 5.2 Bank loans 0.3 0.1 15.2 17.6 16.7 34.7 Non-current Bank loans 14.5 15.0 - 14.5 15.0 - Borrowings 32.1 31.7 34.7 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. 11 Net debt 30 June 2026 30 June2025 31 December2025Unaudited Unaudited £m £m £m a) Net debtCash and cash equivalents 15.1 15.6 17.6Borrowings (32.1) (31.7) (34.7) Net debt (17.0) (16.1) (17.1) b) Movement in net debt At 1 January (17.1) (15.3) (15.3)Net (decrease)/increase in cash and cashequivalents per consolidated cash flowstatement (2.1) (0.4) 1.8Net (increase)/decrease in overdrafts andloans (0.9) (0.4) 0.3 Proceeds from bank loans - - (1.1) Repayment of bank loans 0.5 - - Decrease/(increase) in invoice financing 2.9 1.4 (1.0) Foreign exchange movements (0.4) (1.4) (1.8) Net borrowing in subsidiary sold in the year 0.1 - - At period end (17.0) (16.1) (17.1) Notes to the interim financial statements Six months ended 30 June 2026 12 Trade and other receivables 30 June2026 30 June2025 31 December2025 Unaudited Unaudited £m £m £m Gross trade receivables 29.4 28.7 30.0 Less provision for impairment of trade receivables (0.4) (0.6) (0.5)
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Trade receivables 29.0 28.1 29.5 Prepayments 1.1 1.5 0.6 Accrued income 6.3 8.1 6.6 Other receivables 1.5 1.7 1.5 37.9 39.4 38.2 13 Trade and other payables 30 June2026 30 June2025 31 December2025 Unaudited Unaudited £m £m £m Current Trade payables 2.5 1.9 2.5 Other tax and social security 5.2 5.2 5.4 Pilot bonds 0.2 0.2 0.2 Client deposits 0.4 0.3 0.4 Other payables 3.2 4.4 4.1 Accruals 16.3 17.2 16.3 27.8 29.2 28.9 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