Empresaria Group plc
Annual report and accounts 2024
For more information
visit our website
www.empresaria.com
Strategic report
1
Financial highlights
3
Chair’s statement
4
At a glance
6
Investment case
8
Current market conditions
10 Our business model
12 Chief Executive’s review
13 2025 strategic objectives
14
Key performance indicators
16 Operating review
22 Finance review
26 Risks and uncertainties
30 Engaging with our stakeholders
32 Non-financial and sustainability information
statement
Governance
34 Introduction to corporate governance
35 The QCA’s ten principles of corporate governance
36 Board of Directors and Secretary
38 Corporate governance statement
42 Audit & Risk Committee report
44 Nomination Committee report
45 Directors’ remuneration report
48 Directors’ report
50 Directors’ responsibilities statement
Financial statements
51
Independent auditor’s report
55 Consolidated income statement
56 Consolidated statement of comprehensive income
57 Consolidated balance sheet
58 Consolidated statement of changes in equity
59 Consolidated cash flow statement
60 Notes to the consolidated financial statements
87 Parent Company balance sheet
88 Parent Company statement of changes in equity
89 Notes to the Parent Company financial statements
98 Officers and professional advisers
99 Glossary
Cautionary statement
The sole purpose and use of this
annual report is to provide information
to the shareholders of the Company,
as a body, to assist them in exercising
their governance rights. The Company,
its Directors, employees, agents or
advisers do not accept or assume
responsibility to any other person to
whom this document is shown or into
whose hands it may come and any such
responsibility or liability is expressly
disclaimed. This annual report contains
certain forward-looking statements with
respect to the operations, performance
and the financial position of the Company
and the Group. By their nature, these
statements involve uncertainty since
future events and circumstances can
cause results and developments to differ
from those anticipated. The forward-
looking statements reflect knowledge
and information available at the date
of preparation of this annual report and
nothing in this annual report should be
construed as a profit forecast.
Financial highlights
Net fee income
£50.4m
2023: £57.5m
Adjusted profit before tax
£2.2m
2023: £3.5m
Adjusted, diluted loss per share
1.0p
2023: earnings per share of 0.6p
Net debt
£15.3m
2023: £10.8m
Loss before tax
£5.2m
2023: Profit of £0.1m
Diluted loss per share
21.2p
2023: 5.9p
For definition of terms:
See glossary on page 99
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Strategic report
Governance
Financial statements
Empresaria Annual report and accounts 2024
2
Governance
Empresaria Annual report and accounts 2024
Financial statements
2
Our purpose is to
positively impact
the lives of people,
while delivering
exceptional talent to
our clients.
Strategic report
3
Strategic report
Governance
Financial statements
Empresaria Annual report and accounts 2024
2024 performance
2024 was another challenging year
for the Group with our performance
continuing to be affected by the adverse
trading conditions which have impacted
the industry for the past two years.
Despite this there were some positive
performances with growth of 2% (CC LFL)
in temporary and contract net fee income
and a return to profit for our Americas
region.
People
I want to acknowledge and thank all of
our teams, including those in operations
that we sold or closed, for their hard work
and dedication during what has been
a challenging year. Their perseverance
and determination stood out, and it is our
people that will enable us to succeed in
our accelerated strategy and deliver value
to shareholders.
Chair’s statement
Dividend
The Board has reviewed the dividend in
line with 2024 results, the current trading
environment and the financial position
of the Company and Group. As a result,
the Board is proposing not to pay a final
dividend in respect of the year ended
31 December 2024 (31 December 2023:
1.0p per share).
Outlook
The challenging economic environment
we have seen across the industry over the
last two years has continued into 2025
and the trading outlook remains uncertain.
We remain focussed on delivering
improved operational performance in
this environment while executing on our
accelerated strategy which we believe will
drive improved value for our shareholders.
Penny Freer
Chair
26 March 2025
Penny Freer
Chair
“We believe our
accelerated strategy
will drive improved
value for our
shareholders.”
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Governance
Empresaria Annual report and accounts 2024
Financial statements
Strategic report
Who we are
Founded in 1996, Empresaria is a specialist staffing group currently
operating across six diversified sectors in 15 countries and placing
candidates in many more. Details on how the acceleration of our
strategy will change the Group are set out in the Chief Executive’s
review on page 12. We are driven by our purpose to positively
impact the lives of people, while delivering exceptional talent to
our clients. We are listed on the AIM market of the London Stock
Exchange.
Our footprint
At a glance
We have expertise in
6 sectors
and operate from
15 countries
across
4 regions
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Governance
Financial statements
Empresaria Annual report and accounts 2024
Our diversified operations
Service type
% of net fee income
2024
2023
Permanent
24%
29%
Temporary and contract
53%
49%
Offshore services
23%
22%
Region
% of net fee income
2024
2023
UK & Europe
44%
43%
APAC
20%
23%
Americas
11%
10%
Offshore Services
25%
24%
2024
2023
Professional
25%
25%
IT
12%
17%
Healthcare
4%
3%
Property, Construction
& Engineering
4%
3%
Commercial
30%
28%
Offshore Services
25%
24%
Sector
% of net fee income
Property,
Construction
& Engineering
Offshore
Services
IT
Commercial
Healthcare
Professional
Our expertise currently covers six key sectors:
Focussed core
operations with
significant potential
We have a strong presence and
track record across IT, Professional
and Healthcare in the UK and the
US which are two of the largest
staffing markets in the world. Our
accelerated strategy will enable
us to invest in and grow these
operations more effectively.
Core operations providing
services across
Offshore Services
differentiator
Our Offshore Services offering
stands out from our peers
and provides a unique value
proposition. We see significant
potential for continued growth by
diversifying the range of services
we provide and the client sectors
we serve.
Offshore Services
25%
net fee income compound
annual growth rate from 2017 to
2024
Valuable non-core
operations
Our non-core operations include
profitable businesses that will
generate significant value on sale.
The reduction in complexity will
allow us to significantly reduce our
central cost and focus on our core
operations.
Adjusted operating profit
contribution from non-core
operations in 2024
£4.5m
Experienced
Board
Our experienced Board has a
strong track record in the staffing
industry and extensive commercial
and corporate experience.
Board staffing industry
experience
>100
years
3
sectors 2
countries
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Financial statements
Empresaria Annual report and accounts 2024
Investment case
Our accelerated strategy, announced in February 2025, focusses on three core sectors and two markets alongside
our differentiating Offshore Services operation, combined with our plan to generate value from our non-core
operations, creates a unique and compelling investment case.
For more information:
See pages 16, 18 and 20
For more information:
See page 19
For more information:
See pages 12 and 21
For more information:
See pages 36 and 37
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Governance
Empresaria Annual report and accounts 2024
Financial statements
Strategic report
Governance
Financial statements
Empresaria Annual report and accounts 2024
8
Current market conditions
-10%
-8%
-6%
-4%
-2%
0%
2%
4%
6%
8%
10%
Australia
France
Germany
UK
Japan
US
Global - 2025
2024
2025
Global - 2024
SIA staffing market growth forecasts
6 largest markets
Staffing market forecasts
In November 2024, Staffing Industry
Analysts (‘SIA’) projected that global
staffing market revenue would contract
by 2% in 2024 before rebounding
with 5% growth in 2025. However,
while all major staffing markets are
forecast to show an improved position
in 2025 there are expected to be some
significant variances between them.
Our core markets of the UK and the
US are both expected to return to
growth after shrinking in 2024. The UK
market is forecast for modest growth
of 3% in 2025, having expected to have
shrunk by 1% in 2024, although SIA
highlights risks from the impact of the
Employment Rights Bill and national
insurance increases. In the US, a more
dramatic swing from a 10% decline in
2024 to 5% growth in 2025 is forecast
reflecting an expectation that lower
interest rates, combined with the ending
of election uncertainty, will create a
tailwind.
Forecasts for 2025 across our non-
core markets range from a modest 1%
increase in Germany to double digit
growth forecasts in a number of markets
in Asia.
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Governance
Financial statements
Empresaria Annual report and accounts 2024
Strategic report
Insights from our international
workforce survey
Our recent international survey of more than 3,800
candidates identified key themes shaping employee
expectations and career decisions.
Competitive pay
Our survey revealed that salary increases are in the
top three career goals for candidates and 70% of
respondents cited higher pay and benefits as their
primary motivation for seeking a new role.
Growing demand for flexibility
73% of participants said flexible working hours would
enhance their job satisfaction, while more than half
indicated that the ability to work remotely or in a hybrid
model would influence their decision to stay with their
current employer.
Professional development
Most respondents reported being satisfied or
very satisfied with the learning and development
opportunities provided by their employers, while 71%
were comfortable or very comfortable with the use of AI
and technology in their roles.
Global skills shortages persist
Based on insights from over 1,000 companies, the World
Economic Forum’s Future of Jobs Report 2025 identifies the skills
gap as the most significant hurdle to business transformation.
Technological advancements, demographic changes,
geoeconomic tensions and broader economic pressures are
reshaping industries and professions worldwide with nearly 40%
of workplace skills projected to change, and 63% of employers
already view this gap as their biggest challenge. Technical skills in
AI, big data and cybersecurity are expected to see rapid growth
while human skills such as creative thinking, resilience, flexibility
and agility will remain critical.
Our single candidate database allows us to provide clients
access to a vast, diverse talent pool. Leveraging our
recruitment technology and our database enables us to
identify candidates quickly in a talent short market.
Continued rise of BPO
The global Business Process Outsourcing (‘BPO’) market
has continued to grow at pace with an estimated market
size of $303bn in 2024 (Global View Research). This growth
is forecast to continue with the global market expected to
expand at 9.6% CAGR for the period 2024 to 2030, while in
India this reaches 12.7% CAGR for the same period.
Our Offshore Services operation, while currently primarily
delivering to staffing industry clients, provides a range of
outsourced services and we see great opportunity to expand
our client base to new client sectors. The strength of the wider
BPO space illustrates the broader opportunities available.
People
Our people are our greatest asset. We
invest in our employees and provide our
candidates with outstanding service and
career opportunities.
Clients
Client relationships built on trust drive
our success. We seek to provide our
clients with the best experience and
talent in the marketplace.
Financial resources
Our financial resources enable us to
invest in our clients, our people and our
business.
Our approach
For more information: See pages 12 and 13
Delivered through our strategy
For more information: See pages 30, 31 and 39
Stakeholder engagement
Our resources
Specialist sector expertise
Our focus and expertise in our core sectors of IT, Professional and Healthcare
provides our clients with a specialist, rather than a generalist, service enabling
us to more effectively meet their needs. In 2025, we will unify our UK and US
operations under a single brand with specialist teams. This change will enable
a seamless buying experience for our clients, while retaining our sector
specific expertise and strengthening our brand position.
Range of staffing services
The Group has three main service lines: permanent recruitment, temporary
and contract recruitment, and offshore services. We target a greater
proportion of temporary and contract recruitment versus permanent
recruitment as it is generally more stable through the economic cycle.
Specialist sales and delivery teams
The Group operates a ‘180 degree’ operating model, separating its sales and
delivery functions into specialist teams in order to deliver the best and most
efficient service to clients and candidates, while creating meaningful career
opportunities for our people.
Empowered and supported leadership
The Group empowers its leaders as experts in their markets. The support
structures we have put in place enable our businesses to maximise their
potential for success.
Innovation
Collaboration
Accountability
Responsibility
Excellence
Our values
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Governance
Empresaria Annual report and accounts 2024
Financial statements
Our business model
Reputation
We are experts in our chosen markets
and sectors with long-standing client
relationships.
Technology
We invest in our technology to enable
us to connect with clients and
candidates quickly and effectively.
Delivering long-term value
We are committed to generating
sustainable, long-term value for
our stakeholders
Our people
Our culture and values allow our
employees and candidates to develop
and flourish so they can realise their
potential and achieve their career
goals.
Our clients
We provide exceptional talent
solutions to our clients. Our specialist
approach and local market expertise
enables them to achieve their
strategic goals and objectives.
Our communities
Our purpose is to positively impact
the lives of people. We make direct
social and economic contributions
in the countries we operate in
and are engaged in supporting
local community and charitable
organisations. We also contribute
to the local economy through tax
payments and use of local suppliers.
Our investors
We aim to deliver sustainable
returns for investors through growing
earnings per share and dividends. Our
accelerated strategy will improve our
balance sheet and enable us to invest
in our core businesses to grow our
profits into the future.
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Strategic report
Governance
Empresaria Annual report and accounts 2024
Financial statements
Chief Executive’s review
2024 performance and progress
The industry faced another challenging
year in 2024 with adverse market
conditions that have persisted since late
2022. Permanent recruitment remains our
most impacted area as clients continued
with a cautious hiring approach amid
ongoing uncertainty.
However, I am pleased that we delivered
relatively resilient results against this
backdrop. Our net fee income was down
6% (CC LFL) including growth of 2% from
temporary and contract. Permanent
placement net fee income was down
significantly (reduced 21% CC LFL) while
Offshore Services saw its first decline in net
fee income since 2020 (down 6% CC LFL).
We are beginning to see the benefits
from aligning our management structures
by country with increased efficiency and
operational synergies. Additionally, there
has been a notable shift from transactional
to relationship-based sales, with a strong
emphasis on expanding our presence
among mid-market and global clients.
As outlined in last year’s annual report, our
focus on core sectors and markets has
resulted in the exit from several smaller,
generally loss-making operations in
markets or sub-sectors where we had no
plans for further investment. As a result,
during 2024 we sold our loss-making
Healthcare operation in Finland, our UK
Property business, and our Commercial
operation in Japan, and closed our
operations in China and Australia which
had both made significant losses in recent
years.
Accelerating our strategy
As we announced in February 2025, we
are taking steps to accelerate our strategy.
We remain committed to our three key
pillars for growth: focus on our core
sectors of IT, Professional and Healthcare,
diversifying our service offering to clients,
and delivering continued growth in
Offshore Services. These will continue
to underpin our strategy as we move
forward.
Our first pillar will now be focussed on our
core operations in the UK and the US. We
plan to exit our non-core operations over
the next two years, creating a streamlined
Group based around:
• Core operations in the UK (IT and
Professional);
• Core operations in the US (IT,
Professional and Healthcare); and
• Offshore Services based in India.
The UK and the US are two of the world’s
largest staffing markets and provide
significant opportunities for growth, cross-
selling, and operational synergies. We
have a strong presence and proven track
record in these mature markets and we
believe that this strategic shift will enable
us to scale our businesses more efficiently
and effectively.
Our focus on the UK and the US will enable
us to invest in growth more efficiently
and accelerate the delivery of impactful
projects and initiatives. This includes
enhancing our technology platform,
strengthening our training programs, and
improving our marketing efforts.
We plan to move to a single brand across
our UK and US operations which will enable
us to more effectively drive our market
positioning while retaining the benefits of
specialist teams. We believe this will be
game changing for our operations, creating
a single face to our clients, removing
barriers to selling multiple services,
and helping us deliver a more coherent
message. We are finalising our plans for
this and expect to launch later in 2025.
Our other two pillars are also key to
delivering future success.
While current market conditions have
presented challenges, we see promising
opportunities to diversify our service offering
to clients as the market recovers. With a
strategic focus on the UK and the US, we
aim to capitalise on recovery in the US
contract staffing market in our Professional
and IT businesses. Additionally, we see
potential for expansion in both the UK and
the US markets in recruitment process
outsourcing.
We remain extremely confident in our
Offshore Services operation and in its
value to the Group. Although market
conditions have led to a dip in results in
2024, historically, market recoveries have
been a catalyst for rapid growth, as clients
often need to quickly scale their delivery
capabilities. We are focussed on ensuring
we are well-positioned to respond when
the market rebounds and have continued
to invest in our sales team. We also see
good opportunities to expand our range
of services to our existing client base
and to take our back office services, such
as accounting and finance, to clients
operating in sectors outside recruitment.
Our strategic objectives have been
updated to reflect these changes and
these, along with our key priorities for
2025, are summarised on page 13.
Outlook
This is one of the longest downturns in
the market I’ve encountered in my staffing
career. While the immediate outlook
remains challenging, we are focussed
on driving improved performance in
this environment. We are confident that
the actions we have already taken, and
our more targeted strategy, will enable
us to drive faster growth in our chosen
sectors and markets, while strengthening
our financial position and enhancing
shareholder value.
Rhona Driggs
Chief Executive Officer
26 March 2025
“We are confident that our
more targeted strategy will
accelerate growth in the UK
and the US.”
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Financial statements
Empresaria Annual report and accounts 2024
Rhona Driggs
Chief Executive
Officer
2025 strategic objectives
Build scale in the
UK and the US
We are committed to driving scale in
the UK and the US. We will do this by
gaining additional market share with
clients, providing them with services
across multiple skillsets and developing
new service offerings to drive additional
revenue streams.
• Return the UK and the US to profit.
• Develop a more integrated strategy
across the UK and the US.
• Continue to invest in IT projects to
improve our delivery speed and
productivity.
• Invest in best-in-class sales training.
• Implement a single brand across
our UK and US operations.
Diversify our
service offering
to clients
A diversified service offering enables us to
gain market share and to grow strategic
relationships with larger volume clients.
A diverse revenue stream creates a more
stable revenue base and we aim for a
temp to perm ratio (excluding offshore
services) of 70:30.
• Expand RPO capabilities in the UK
and the US.
• Invest in developing presence in
the US IT contract market.
• Continue to scale MSP delivery
in the UK, building on existing
relationships and leveraging our
expertise in the US.
Maximise the
value of Offshore
Services
Our Offshore Services offering has been
a major success story in recent years. We
are focussed on continuing to maximise
growth in this operation alongside our
traditional staffing operations.
• Continued investment in our sales
team to drive accelerated growth
as and when the staffing market
recovers.
• Expand our back-office client
base, targeting sectors outside of
recruitment.
• Continue to identify and develop
additional service offerings to drive
sales with our existing client base.
Exit non-core
operations to
provide value for
shareholders
The exit of our non-core operations is
expected to provide significant value
over the next two years by reducing
debt and enabling a reduction in central
overheads while generating funds to
invest in our core operations.
• Continue to maximise 2025 results.
• Target completion of some initial
exits in 2025 provided appropriate
valuations are achieved.
Strategic objective
2025 priorities
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Financial statements
Empresaria Annual report and accounts 2024
Key performance indicators
2023
2024
2022
2021
2020
65.4
57.5
50.4
59.5
54.0
2023
2024
2022
2021
2020
9.0
3.5
2.2
8.6
5.2
(1.0)
2023
2024
2022
2021
2020
8.8
0.6
8.6
4.1
Net fee income
£50.4m
Adjusted profit before tax
£2.2m
Adjusted, diluted earnings per share
(1.0)p
Why and how we measure
Net fee income is the Group’s principal ‘revenue’ measure,
incorporating permanent fees and the gross margin earned on
temporary and contract workers and offshore services.
How we have performed
Net fee income has reduced by 12% in 2024, reflecting
challenging market conditions and the exit from 5 individual
smaller operations. On a CC LFL basis net fee income has
reduced by 6%.
Why and how we measure
Adjusted profit before tax measures the Group’s underlying profit
performance and is stated before amortisation of intangible
assets identified in business combinations, impairment of goodwill
and other intangible assets, exceptional items, loss on sale
of subsidiaries, and fair value charges on acquisition of non-
controlling shares.
How we have performed
Adjusted profit before tax has reduced in 2024, reflecting the fall
in net fee income partially offset by strong control of costs.
Why and how we measure
Adjusted, diluted earnings per share measures the underlying
performance of the Group’s earnings for its shareholders. Adjusted
earnings is adjusted in the same manner as adjusted profit before
tax along with any related or exceptional tax impacts.
How we have performed
Adjusted, diluted earnings per share has reduced in 2024 moving
to a loss per share position. This reflects the reduction in profits
compared to the prior year.
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Governance
Empresaria Annual report and accounts 2024
Financial statements
We will measure progress against our strategic
objectives using the following performance
measures.
2025 strategic objectives
1 Build scale in the UK and the US
2 Diversify our service offering to clients
3 Maximise the value of Offshore Services
4 Exit non-core operations to provide value for shareholders
1
1
1
2
2
2
3
3
3
Strategic report
2023
2024
2022
2021
2020
(3.9)
13.6
9.4
3.3
(1.8)
0.1
5.0
11.0
8.0
2.3
Post-tax
Pre-tax
2023
2024
2022
2021
2020
15.6
8.9
7.5
15.6
11.5
2023
2024
2022
2021
2020
15.3
10.8
7.3
13.3
12.6
2023
2024
2022
2021
2020
1.69
1.71
1.80
1.70
1.67
Free cash flow
£(3.9)m
Conversion ratio
7.5%
Net debt
£15.3m
Staff productivity
1.69x
Why and how we measure
Free cash flow is the level of cash generated that is available
for investment by the Group. It is calculated as net cash from
operating activities per the cash flow statement less payments
made under lease agreements. As an international business tax
cash flows can be volatile, so a pre-tax free cash flow figure is also
presented.
How we have performed
In 2024 free cash flow has reduced, reflecting the reduction in
profits and the exceptional costs during the year.
Why and how we measure
The conversion ratio measures how efficient we are at converting
net fee income to profit. It is calculated as adjusted operating
profit as a percentage of net fee income.
How we have performed
The conversion ratio has reduced slightly in the year. Although
the drop in net fee income has been largely offset by reductions
in costs, a full offset was not possible particularly in certain
loss-making operations where further cost cuts would have
endangered the ability of the operation to recover when market
conditions improve. We continue to focus on efficiencies and
productivity in the business with the longer-term ambition of
achieving a 20% conversion ratio.
Why and how we measure
Eliminating the Group’s net debt is a targeted output of our
accelerated strategy announced in February 2025.
How we have performed
The Group’s net debt has increased during the year, reflecting
weaker trading results and exceptional items.
Why and how we measure
Staff productivity measures how effective our staff are at
delivering income for the Group. It is measured as total net fee
income divided by total staff costs within administrative costs.
How we have performed
Staff productivity has reduced slightly from the prior year, reflecting
the impact of the challenging trading conditions in 2024.
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Financial statements
Empresaria Annual report and accounts 2024
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1
4
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Empresaria Annual report and accounts 2024
Operating review
In UK & Europe, revenue reduced by
4% (increased by 1% CC LFL) and net
fee income reduced by 9% (6% CC LFL).
Adjusted operating profit was down by
10% (10% CC LFL) and reflected significant
reductions in regional overheads
compared to the prior year.
In the UK, net fee income reduced by 9%
year-on-year. This was primarily driven
by a reduction in permanent hiring, which
was down 16%, with temporary and
contract net fee income more resilient
and down 2%. In both our core sectors
of IT and Professional we saw significant
reductions in net fee income with falls in
demand across our client base. Towards
the end of 2023 we brought our core
operations in the UK under a single leader
and embedded a single management
structure in 2024. We expect this to
deliver significant benefits including
greater efficiency and, when combined
with our plans to move to a single brand,
improve our success in gaining market
share with existing clients. Our private
household services and corporate
hospitality operation had a strong year
with a 5% improvement in net fee income
translating into more significant growth
in profits with benefits seen from a more
efficient cost base. During 2024, we sold
our small operation that focussed on the
new home sector.
In Germany, our Commercial operations
delivered 9% growth in revenue, with a
1% increase in net fee income and a 12%
increase in adjusted operating profit, all
on a constant currency basis. We have
seen good success in growing volume
and revenue in our logistics operation
in a sector and market where margins
are challenged. The alignment of our
operations under a single leader has
driven cost efficiencies which have had
a positive impact on adjusted operating
profit. As highlighted in our interim
statement, a significant bad debt expense
was incurred in Germany in 2024 and this
has been treated as an exceptional item
as discussed in more detail in the Finance
review on page 23.
Our Commercial operation in Austria
operates primarily with clients in the
automotive industry which continued to
face significant challenges throughout
2024. As a result, we saw a significant
decline in net fee income in the year which
resulted in a small loss.
During 2024, we sold our loss-making
Healthcare operation in Finland.
UK & Europe
2024 2023
Permanent
23%
25%
Temporary & contract
77%
75%
44%
Financials
£m
2024
2023
Revenue
112.7
116.8
Net fee income
22.7
24.9
Adjusted operating profit
2.7
3.0
% of Group net fee income
44%
43%
Average number of staff
225
247
Net fee income by service
Net fee income by sector
% of Group net fee income
2024 2023
Professional
29%
30%
IT
10%
11%
Healthcare
1%
3%
PCE
6%
5%
Commercial
54%
51%
Locations
• Austria
• Germany
• UK
17
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Financial statements
Empresaria Annual report and accounts 2024
In APAC, our revenue reduced by 12%
(4% CC LFL) and net fee income reduced
by 26% (13% CC LFL). Overall, the region
delivered a slightly reduced loss of £0.7m.
Although this region was affected in
2023 by the weakening of the wider
recruitment market, particularly in IT, the
impact had not been as great as in other
regions. In 2024, we saw this impact
come through fully, resulting in a more
significant reduction in net fee income than
we have seen elsewhere. Improved cost
controls, including from the reduction of
regional overheads, and improvements in
operations that were loss-making in 2023,
more than offset this impact resulting in
a small reduction in the region’s losses
compared to prior year.
The largest year-on-year improvement was
delivered by our aviation operation, which
has offices in New Zealand, Singapore and
Sweden. Net fee income grew by 23%
which, alongside further reductions in the
cost base, led to a significant reduction
in losses compared to the prior year.
Diversification has continued to be the
driver of improved performance alongside
strong growth in permanent recruitment,
however we are now also seeing some
recovery in our core pilot leasing offering.
Our two largest profit contributors in 2024
were Indonesia and Japan. In Indonesia,
net fee income grew by 7% in constant
currency although profits reduced slightly
from prior year reflecting increases to
the cost base including the impact of
legislation reducing the retirement age.
In Japan, our IT recruitment operation
has continued to struggle in the current
challenging market with net fee income
falling by 25% in constant currency
including a 41% fall in permanent
recruitment. As a result, profits in Japan
were significantly down on prior year.
Our Singapore operation is going through
significant change as we brought new
experienced management into the
business to drive improved performance.
Although this operation continued to
deliver losses in 2024, we are confident in
its recovery and future prospects.
Elsewhere, the Philippines and Thailand
both saw reductions in net fee income but
remained profitable against challenging
market conditions.
In Malaysia, we saw good progress with
net fee income growing by 12% in constant
currency and good progress on profits.
While this remains our smallest operation in
the region it is a market with strong drivers
for growth including from increased foreign
investment.
During 2024, we closed our loss-making
Professional operations in Australia and
China, and sold our small Commercial
operation in Japan.
APAC
2024 2023
Permanent
60%
65%
Temporary & contract
40%
35%
20%
Financials
£m
2024
2023
Revenue
45.5
51.9
Net fee income
10.1
13.6
Adjusted operating loss
(0.7)
(0.8)
% of Group net fee income
20%
23%
Average number of staff
231
304
Net fee income by service
Net fee income by sector
% of Group net fee income
Locations
• Indonesia
• Japan
• Malaysia
• New Zealand
• Philippines
• Singapore
• Sweden
• Thailand
2024 2023
Professional
53%
46%
IT
35%
44%
Healthcare
2%
1%
PCE
5%
4%
Commercial
5%
6%
18
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Financial statements
Empresaria Annual report and accounts 2024
Operating review continued
Americas
11%
Financials
£m
2024
2023
Revenue
62.2
55.9
Net fee income
6.0
6.1
Adjusted operating
profit/(loss)
0.1
(0.9)
% of Group net fee income
11%
10%
Average number of staff
121
131
% of Group net fee income
Locations
• Chile
• Peru
• USA
In the Americas, good progress was made
in 2024 with revenue up by 11% (23% CC
LFL), net fee income down by 2% (up by 5%
CC LFL) and strong cost control resulting in
the region returning to profit.
In the US, we delivered a much reduced
loss, although net fee income continued
to fall, reducing by 4% on 2023 in constant
currency.
Our US Healthcare operation, which
has underperformed in the last couple
of years, delivered a much improved
performance in the second half of 2024
with strong delivery underpinning a return
to profitability and year-on-year growth
in net fee income. While the underlying
healthcare market in the US remains
challenging, we are pleased with the
improvements in the performance of this
operation and believe it has very strong
growth potential.
Our US IT operation continued to face a
very challenging market which resulted
in further falls in net fee income in 2024.
However, strong control over costs meant
that the losses in this operation were
significantly reduced from the prior year.
We are focussed on strengthening our
sales capabilities as we move into 2025 in
order to drive a return to growth in net fee
income.
Our Professional operation in the US
launched in 2023 in a very challenging
market. Despite this we have had some
good success in cross-selling Professional
roles to our existing client base and we
have invested in our sales team as we look
to grow our presence.
In South America, our Chile operation has
continued to deliver good growth with
a 9% increase in net fee income and a
23% increase in profit, both on a constant
currency basis. In our smaller operation in
Peru we saw significant growth in net fee
income of 33% in constant currency, with
profits also increasing.
2024 2023
Permanent
10%
26%
Temporary & contract
90%
74%
2024 2023
Professional
19%
15%
IT
3%
16%
Healthcare
27%
20%
PCE
6%
4%
Commercial
45%
45%
Net fee income by service
Net fee income by sector
19
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Governance
Financial statements
Empresaria Annual report and accounts 2024
Offshore Services
25%
Financials
£m
2024
2023
Revenue
26.9
26.9
Net fee income
12.7
14.0
Adjusted operating profit
5.8
7.5
% of Group net fee income
25%
24%
Average number of staff
2,521
2,565
% of Group net fee income
Locations
• India
• Philippines
Having grown net fee income by a
compound annual growth rate of 32%
from 2017 to 2023, Offshore Services had
a more challenging 2024 with revenue
unchanged (up 4% CC LFL), net fee
income down by 9% (6% CC LFL) and
profits down 23% (19% CC LFL).
Our operations support the staffing
sector, principally in the UK and the US,
and provide every aspect of the end-
to-end recruitment process alongside
compliance, finance and accounting, and
other services. Clients are predominantly
third-party staffing companies, but this
operation also plays an important role
in supporting our businesses across the
Group. We operate from two locations in
India and one in the Philippines.
In the UK, demand from our healthcare
clients fell at the end of 2023 and the
start of 2024 after significant growth in
the previous two years. Although demand
remained fairly stable for much of the rest
of 2024 this resulted in a year-on-year
reduction in net fee income. At the end of
2024 we saw renewed pressure on clients
as the NHS continues to look to manage
agency spend. Billable seats closed the
year down 6% on the end of 2023.
In the US, we had seen challenging
demand throughout 2023, particularly
from IT recruitment clients, and this
remained the case during the first half of
2024. The second half of the year saw
some improvement and as a result our
billable seat count ended the year
8% higher than at the end of 2023.
Overall revenues remained unchanged,
despite the fall in net fee income,
reflecting increases in revenue from low
margin payroll services for temporary
and contract staff provided to India based
clients of other operations in the Group.
Operating profit reduced by more than
net fee income reflecting inflationary
increases in the cost base and ongoing
investments in sales teams and
infrastructure to ensure the operation is
well positioned to capitalise as and when
market growth returns.
2024
2017
9.0
3.5
£12.7m
£2.6m
8.6
5.2
Net fee income growth
25% CAGR
20
Strategic report
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Financial statements
Empresaria Annual report and accounts 2024
Operating review continued
Core operations
37%
Financials
£m
2024
2023
Revenue
59.1
58.2
Net fee income
18.7
21.5
Adjusted operating profit
4.4
6.0
% of Group net fee income
37%
37%
Average number of staff:
US and UK
59
87
Offshore Services
2,521
2,565
% of Group net fee income
Locations
• UK
• US
• India
• Philippines
Our core operations are IT, Professional
and Healthcare recruitment businesses
in the UK and the US, and our Offshore
Services business that operates from
locations in India and the Philippines.
These operations are the focus of
our accelerated strategy and the
additional financial information in this
section is provided to enable a fuller
understanding of them. Commentary
on 2024 performance is provided under
the relevant region elsewhere in the
Operating review.
2024 2023
UK
23%
26%
US
12%
11%
Offshore Services
65%
63%
Net fee income by operation
UK and US adjusted operating
profit history
2019
2020
2021
2022
2023
2024
-2
-1
0
1
2
3
4
21
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Financial statements
Empresaria Annual report and accounts 2024
Non-core operations
61%
Financials
£m
2024
2023
Revenue
181.5
181.2
Net fee income
30.6
32.9
Adjusted operating profit
4.5
4.9
% of Group net fee income
61%
57%
Average number of staff
478
510
% of Group net fee income
Locations
• Austria
• Chile
• Germany
• Indonesia
• Japan
• Malaysia
• New Zealand
• Peru
• Philippines
• Singapore
• Sweden
• Thailand
• UK
As announced in February 2025, and
discussed in more detail in the Chief
Executive’s review on page 12, the
Group plans to exit from its non-core
operations over the next two years.
The additional financial information
in this section is provided to enable a
fuller understanding of the contribution
of these operations to the Group.
The information presented excludes
operations exited during 2023 and
2024, and adjusted operating profit
excludes any regional overheads.
Commentary on performance is
provided under the relevant region
elsewhere in the Operating review.
Finance review
Overview
The Group’s 2024 results reflect ongoing challenging market
conditions with revenue down 2% (up 5% CC LFL), net fee income
down 12% (6% CC LFL) and adjusted operating profit down
25% (21% CC LFL). This reduction in adjusted operating profit is
reflected in a 37% reduction in adjusted profit before tax to
£2.2m, and an adjusted, diluted loss per share of 1.0p.
Net debt has increased to £15.3m at 31 December 2024 (31
December 2023: £10.8m). This increase was driven by reduced
trading results, a comparatively high tax charge due to profit mix
and a significant exceptional bad debt expense partially offset
by the sale of three small operations in the year. The Group is
targeting to eliminate its net debt through improved trading
results and the disposal of non-core operations as part of its
accelerated strategy. Facility headroom at 31 December 2024
was £4.1m (excluding invoice financing).
Income statement
Revenue decreased by 2% (up 5% CC LFL) with net fee income
decreasing by 12% (6% CC LFL). The greater fall in net fee income
reflects the revenue mix with net fee income from permanent
placement down 28% (21% CC LFL), offshores services down
10% (6% CC LFL) and temporary and contract down 4% (up 2%
CC LFL). Although staff productivity reduced slightly, ongoing
cost actions partially offset the reduction in net fee income with
adjusted operating profit down 25% (21% CC LFL) to £3.8m.
A detailed analysis of the results by region is provided in the
Operating review on pages 16 to 21. Central costs increased
to £4.1m (2023: £3.7m) with 2023 having benefited from some
credits not repeated in 2024.
2024
£m
2023
£m
%
change
%
change
CC LFL2
Revenue
246.2
250.3
-2%
+5%
Net fee income
50.4
57.5
-12%
-6%
Operating (loss)/profit
(3.6)
1.7
-312%
Adjusted operating profit1
3.8
5.1
-25%
-21%
(Loss)/profit before tax
(5.2)
0.1
n/a
Adjusted profit before tax1
2.2
3.5
-37%
Diluted loss per share
(21.2)p
(5.9)p
-259%
Adjusted, diluted (loss)/
earnings per share1
(1.0)p
0.6p
-267%
1 Adjusted to exclude amortisation of intangible assets identified in business
combinations, impairment of goodwill and other intangible assets, exceptional
items, loss on sale of subsidiaries, fair value charges on acquisition of non-
controlling shares and, in the case of earnings, any related or exceptional tax. See
note 12 for a reconciliation between profit before tax and adjusted profit before tax.
2 CC LFL – Constant currency and excluding exited operations. Calculated by
translating the 2023 results at the 2024 exchange rates and excluding the
results of operations exited in 2023 and 2024 from both years.
Adjusted profit before tax decreased by 37% to £2.2m reflecting
the reduction in adjusted operating profit. Net interest was
unchanged with improved cash management offsetting the impact
of higher net debt. The reported loss before tax of £5.2m (2023:
profit of £0.1m) additionally reflects amortisation of intangible
assets identified in business combinations of £1.2m (2023: £1.2m),
impairment of goodwill of £1.1m (2023: £1.5m), exceptional items
of £4.1m (2023: £0.6m), a loss on sale of subsidiaries of £0.6m
(2023: £nil) and a fair value charge on acquisition of non-controlling
shares of £0.4m (2022: £0.1m).
Revenue
£246.2m
2023: £250.3m
Net fee income
£50.4m
2023: £57.5m
Adjusted profit before tax
£2.2m
2023: £3.5m
22
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Governance
Financial statements
Empresaria Annual report and accounts 2024
Tim Anderson
Chief Financial Officer
“The Group is targeting
eliminating its net
debt as part of its
accelerated strategy.”
Exceptional items reflect the closure of our operations
in Australia (£0.2m) and China (£0.6m including goodwill
impairment of £0.4m) in the year. An exceptional bad
debt expense of £3.2m was recognised in our operations
in Germany when a significant client, weLOG, went into
provisional administration. We continue to remain engaged
with the process but currently do not expect any significant
amount of this debt to be recovered. A further £0.2m was
incurred in restructuring our senior management team in
Germany, bringing this under one leader, while a credit
of £0.1m is reflected for unused provisions relating to the
closure of our Vietnam operation in late 2023.
The impairment of goodwill was all in our Americas region
and reflects weak results in recent years in our IT operation
in the US and Commercial operation in Peru, with a more
pessimistic view on the time frame for these to improve given
the current market environment. Further details are provided
in note 15.
The loss on sale of subsidiaries reflects the accounting
impact of the sale of three small operations: our Commercial
operation in Japan, our Healthcare operation in Finland, and
our operation working with the new home sector in the UK.
Although an accounting loss was recorded, these sales had
a positive impact on our net debt position of £0.7m. The
fair value charge on acquisition of non-controlling interests
primarily related to our acquisition of the remaining shares in
our Philippines operation in the first half of 2024.
The total tax charge for the year is £3.7m (2023: £1.4m). This
includes an exceptional tax charge of £3.7m in respect of
UK tax losses that were previously recognised as a deferred
tax asset in the balance sheet but at 31 December 2024
have been derecognised reflecting current forecasts. On an
adjusted basis, the effective rate is 55% (2023: 46%). The
effective tax rate is higher than the underlying tax rates due
to a number of factors, including:
• expenses not deductible for tax purposes (£0.2m);
• withholding taxes, dividend taxes, and deferred tax
liabilities on unremitted earnings in respect of our
overseas operations (£0.3m); and
• deferred tax assets not recognised for certain tax losses
around the Group (£0.7m),
partially offset by:
• expenses with enhanced deductions for tax purposes
(£0.1m); and
• the recognition of prior year losses (£0.1m).
The adjusted, diluted loss per share of 1.0p (2023: earnings
per share of 0.6p) reflects the decrease in adjusted profit
before tax, partially offset by a reduction in the amount
allocated to non-controlling interests. Reported diluted
earnings per share decreased to a loss of 21.2p reflecting
the above and the impact of impairment charges and
exceptional items in the year.
Balance sheet
2024
£m
2023
£m
Goodwill and other intangible assets
32.3
36.6
Trade and other receivables
39.7
43.5
Cash and cash equivalents
17.2
17.1
Right-of-use assets
5.9
6.4
Other assets
6.0
9.3
Total assets
101.1
112.9
Trade and other payables
(27.8)
(31.5)
Borrowings
(32.5)
(27.9)
Lease liabilities
(6.2)
(6.9)
Other liabilities
(3.2)
(3.7)
Total liabilities
(69.7)
(70.0)
Net assets
31.4
42.9
Goodwill and other intangible assets arise from the investments
and acquisitions the Group has made. At 31 December 2024 the
balance was £32.3m (2023: £36.6m) with the movement in 2024
due to £1.4m of amortisation of intangible assets (2023: £1.4m),
foreign exchange losses of £0.7m (2023: losses of £1.0m),
goodwill impairment charges including on closure of operations
of £1.5m (2023: £1.5m), sale of subsidiaries of £0.9m (2023: £nil)
and additions of £0.2m (2023: £0.4m).
Trade and other receivables include trade receivables of
£29.7m (2023: £31.0m). Average debtor days for the Group
in 2024 reduced to 39 (2023: 41), with debtor days at 31
December 2024 of 40 (2023: 41). The income statement
includes a charge of £3.2m (2023: £0.3m) in respect of
impairment losses on trade receivables which for 2024 all
related to the exceptional bad debt expenses detailed above.
Cash and borrowings are discussed in the financing section
below.
23
Strategic report
Governance
Financial statements
Empresaria Annual report and accounts 2024
Cash flow
The Group measures its free cash flow as a key performance
indicator and defines this as net cash from operating activities per
the cash flow statement after deducting payments made under
lease agreements.
2024
£m
2023
£m
Net cash inflow from operating
activities per cash flow statement
1.4
5.5
Deduct payments made under lease
agreements
(5.3)
(5.4)
Free cash flow
(3.9)
0.1
Taxation
2.1
3.2
Free cash flow (pre-tax)
(1.8)
3.3
Free cash flow was an outflow in 2024 compared to a small
inflow in 2023, with the largest drivers being the reduction
in adjusted profit, costs to close loss-making operations, and
a significant exceptional bad debt expense. The Group also
presents a pre-tax free cash flow measure as tax payments in an
international business can be volatile.
The reconciliation from free cash flow to the movement in net
debt is as follows:
2024
£m
2023
£m
Free cash flow
(3.9)
0.1
Sale of subsidiaries
0.7
–
Purchase of shares in existing subsidiaries
(0.2)
(0.1)
Purchase of property, plant and
equipment, and software
(0.8)
(1.4)
Dividends paid to owners of Empresaria
Group plc
(0.5)
(0.7)
Dividends paid to non-controlling interests
(0.8)
(0.9)
Purchase of own shares in Employee
Benefit Trust
–
(0.3)
Other items
1.0
(0.2)
Increase in net debt
(4.5)
(3.5)
Sale of subsidiaries in the year improved net debt by £0.7m.
Purchase of property, plant and equipment, and software of
£0.8m principally relates to our Offshore Services operation.
Spend is much reduced from 2023 reflecting the lower level
of average headcount and a reduced need to expand capacity
given the lower net fee income in the year. Dividends paid to our
shareholders were £0.5m (2023: £0.7m) reflecting the reduced
dividend paid in the year. The Group has previously purchased
Empresaria shares, transferring these into the Employee Benefit
Trust to satisfy future share option exercises. As there are
currently no outstanding vested share options and the Employee
benefit trust holds 0.8m shares, no purchases were made in
2024. Dividends paid to non-controlling interests in the year were
£0.8m (2023: £0.9m).
Financing
The Group’s treasury function is managed centrally and the
Group’s financial risk management policies are set out in note 24.
2024
£m
2023
£m
Cash and cash equivalents
17.2
17.1
Overdrafts
(14.3)
(15.2)
Invoice financing
(4.1)
(3.2)
Bank loans
(14.1)
(9.5)
Total borrowings
(32.5)
(27.9)
Net debt
(15.3)
(10.8)
Net debt at 31 December 2024 increased to £15.3m (2023:
£10.8m) reflecting the cash flows discussed above.
During 2024, the month-end average net debt position was
£12.1m (2023: £7.9m) with a month end high of £15.3m at
31 December (2023: £10.8m at 31 December) and a month end
low of £8.9m at 31 January (2023: £5.6m at 31 January).
Our debt to debtors ratio (net debt as a percentage of trade
receivables) has increased to 52% (2023: 35%) reflecting the
increase in net debt.
Total borrowings were £32.5m (2023: £27.9m) with bank overdrafts
of £14.3m (2023: £15.2m), invoice financing of £4.1m (2023: £3.2m)
and bank loans of £14.1m (2023: £9.5m). The Group’s borrowings
are principally held to fund working capital requirements and are
mainly due within one year. As at 31 December 2024, £14.0m of
borrowings are shown as non-current (2023: £9.2m).
The Group maintains a range of facilities to manage its working
capital and financing requirements. At 31 December 2024, the
Group had facilities totalling £39.6m (2023: £50.8m).
2024
£m
2023
£m
UK facilities
Overdrafts
8.0
10.0
Revolving credit facility
15.0
15.0
Invoice financing facility
3.8
7.5
Total UK facilities
26.8
32.5
Continental Europe facilities
7.0
12.1
APAC facilities
0.9
1.8
Americas facilities
4.9
4.4
39.6
50.8
Undrawn facilities
(excluding invoice financing)
4.1
17.8
24
Strategic report
Governance
Financial statements
Empresaria Annual report and accounts 2024
Finance review continued
A number of reductions have been made to the Group’s facilities
in 2024. In the UK, the invoice financing facility was reduced
to reflect current trading levels and requirements and a £2.0m
reduction was made to the Group’s overdraft. In Germany, the
benefits of moving to cash pooling in 2023 enabled a significant
reduction in our overdraft facility from €13.0m to €8.5m.
Elsewhere, small reductions have been made to facilities that had
not been drawn in recent years. The level of undrawn facilities
has therefore reduced significantly but the Group remains
confident that it has sufficient headroom and it continues to
have significant funds in certain overseas entities that could be
accessed, albeit with a withholding tax cost, if needed.
Covenants are tested on a quarterly basis in respect of the Group’s
£15.0m revolving credit facility and all covenants were met during
the year. The covenants, and our performance against them at
31 December 2024, are as follows:
Covenant
Target
Actual
Net debt: EBITDA
<2.5 times
2.2
Interest cover
>3.0 times
4.1
The interest cover covenant target was previously set at
4.0 times, but for 31 December 2024 the Group’s banker agreed
to reduce this to 3.0 times. Subsequent to the balance sheet
date the Group has extended this facility for a further 6 months to
September 2026 and both covenants have been set at 3.0 times
for the remainder of the term.
Dividend
During the year, the Group paid a dividend of 1.0p per share in
respect of the year ended 31 December 2023. Given the current
trading environment and financial position the Group is not
proposing to pay a dividend in respect of the year ended
31 December 2024. As a result of the impairment charges booked
in 2024, the Company had negative distributable reserves as at
31 December 2024. We are considering options to resolve this in
order to allow the Company to return to paying a dividend as and
when the wider trading and financial position supports this.
Going concern
The Board has undertaken a recent and thorough review of the
Group’s budget, forecasts, strategy and associated risks and
sensitivities. Given these, the Group is expected to be able to
continue in operational existence for the foreseeable future,
being a period of at least 12 months from the date of approval of
these accounts. As a result, the going concern basis continues
to be appropriate in preparing the financial statements. Further
details on going concern are found in note 1.
Tim Anderson
Chief Financial Officer
26 March 2025
25
Strategic report
Governance
Financial statements
Empresaria Annual report and accounts 2024
The Board has ultimate responsibility
for establishing the Group’s appetite for
risk and for effective risk management
across the Group. The risk management
process followed by the Board is designed
to improve the likelihood of delivering
against the Group’s strategy, protect
the interests of shareholders and other
stakeholders, improve the quality of
decision making and help safeguard our
assets. We have an established process
for identifying and monitoring the key
operational and strategic risks in the
Group. The risk management process
incorporates a risk appetite policy and a
Group risk register.
Risk appetite
The Board wishes to minimise the
exposure to risks but accepts and
recognises that a trade-off exists between
risk and reward in delivering our strategy.
The Board has set a number of internal
targets that frame its appetite for risk, with
boundaries defining the limits the Group
should operate within, and trigger points
to help monitor and identify where there
is an increased risk of reaching those
boundaries.
Risk register
The Group’s risk register is regularly
reviewed at Board meetings with
risks added, amended or removed as
appropriate and actions updated. The
Group’s risk register is prepared based on
individual business risk registers which are
updated during the annual budget cycle
and reviewed regularly during the year.
The Audit & Risk Committee oversees the
internal and financial control framework to
help mitigate risk.
Control environment
The Group operates a system of internal
controls which includes but is not
limited to: a clear delegated authority
to operational management, formal risk
appraisals through the annual budget
process, a comprehensive financial
reporting system, investment and capital
expenditure approval processes, and
self-certification by operating company
management of compliance with controls
and the Group’s policies and procedures.
Day-to-day risk management is the
responsibility of operational management.
The risk management process identified
a number of risks across the Group, as
detailed in the chart below. The principal
risks that are most likely to affect business
operations, and hence the financial results
and delivery of strategy, are explained in
more detail in the following pages.
Risk matrix chart
1 Political and social changes
2 Economic environment
3 Loss of key staff
4 Technology
5 Financial
6 Cyber security and data protection
7 Management capacity
8 Competition
9 Exposure to key clients
10 Payments to temporary workers
11 Investments poorly executed
Impact
Likelihood
Low
Medium
High
Low
Medium
High
10
5
6
2
3
9
8
11
7
5
4
1
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Risks and uncertainties
Risks
Change in risk profile
How we mitigate the risk
The Group’s businesses are subject
to legislation, regulation and changes
in political sentiment in their markets.
This particularly impacts temporary
recruitment, which is regulated to
protect the rights of workers, and
developing staffing markets where
new regulations are introduced as
the market develops. Any changes to
labour regulations, tax laws or political
views on the staffing industry could
have an impact on how we operate
and on the financial performance of the
Group. If local laws and regulations are
not followed it could lead to sanctions
being taken against the business,
including penalties, fines and licences
being revoked.
A number of elections in key countries
such as the UK, the US and India during
2024 created some uncertainty for
employers globally. While we have seen
no clear direct impact on trading, this could
continue to impact employer confidence
either positively or negatively as we move
into 2025 and new governments continue
to implement policies.
The UK Employment Rights Bill has the
potential to increase costs for employers in
the UK. However, the measures in this wide
ranging bill do not all impact at once and
are not expected to have a major adverse
impact on the recruitment industry.
The ongoing war in Ukraine has not had a
significant impact on the Group.
The Group closely monitors the legal
and regulatory environment in all our
markets. We maintain membership of
many local industry associations and
use professional advisers with local
knowledge and understanding of the
relevant laws and labour regulations to
ensure we are compliant.
We are experts in our markets, which
helps us to respond effectively to
changes in legislation.
Our diversification across sectors and
geographies helps us mitigate the
negative impacts from political and social
changes.
Risks
Change in risk profile
How we mitigate the risk
The performance of staffing businesses
has historically shown a strong
correlation with the performance of the
economies in which they operate. An
economic slowdown will impact on the
demand for recruitment services and
could reduce the Group’s profits.
In the markets we operate in, GDP growth
in 2024 was generally in line with 2023 and
remained at fairly modest levels, particularly
in our larger markets. Inflation pressures
have eased somewhat and although
unemployment rates have increased, they
remain at generally modest levels.
The overall staffing market is expected to
have shrunk by 2% in 2024, but this includes
significant variations between markets.
Forecasts for 2025 are more positive with
global growth of 5%, including 5% in the
US and 3% in the UK. See current market
conditions on page 8 for more details.
A global economic downturn impacts
all businesses but the Group’s business
model and strategy helps mitigate the
impact from an economic downturn in
any one market:
• Diversification across sectors and
geographies.
• Developing and scaling our UK and
US operations will create businesses
that are more robust and have
greater ability to withstand economic
downturns.
• Exiting non-core operations reduces
the disproportionate exposure from
our smaller operations which have
historically been the most volatile.
• Recruitment net fee income weighted
towards temporary and contract
which is typically less volatile than
permanent during the economic cycle.
1
2
–
–
Political and social changes
Economic environment
27
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Risks
Change in risk profile
How we mitigate the risk
The Group’s success relies on recruiting
and retaining key staff.
The loss of a key staff member without
a suitable successor in place could
impact trading and profitability. The
choice of the wrong manager for a
business could lead to sub-optimal
decision-making and losing ground
to competitors or failing to operate
procedures properly and so being
at risk of reputational damage or
penalties.
The Group streamlined its leadership
structure across 2023 and 2024, bringing its
core sectors under a single leader in each
country. Having a single, common structure
across our core sectors creates improved
career paths for our teams and allows for
more succession planning opportunities.
These changes enabled the Group to
reduce the size of its senior management
team without adverse impact.
Our operating structures are aligned
across our core sector operations.
This creates opportunities for career
progression both within and between
operations, as well as allowing for
improved succession planning.
Appropriate incentive plans are in place
that are aligned with the Group’s short
and long term objectives.
Risks
Change in risk profile
How we mitigate the risk
Technology impacts both how we
operate and the nature of the roles we
are looking to fill.
A failure to invest in technology can
lead to a competitive disadvantage,
inefficient or costly processes and being
more susceptible to cyber security
risks.
Technology changes impact the roles
at our clients and the pool of clients
themselves. A failure to understand
how technology is impacting the wider
world of work may lead to missed
opportunities in new areas, a lack
of understanding of how roles have
changed, or the failure to identify
opportunities to replace roles which
technology eliminates.
Artificial Intelligence in its various
forms is impacting both of these areas.
A failure to understand or respond
to this could exacerbate the impacts
above.
In 2024, we implemented an analytics
tool for our front office platform which
gives all our users improved data metrics
and insights which will help increase our
efficiency and effectiveness.
New user groups covering our core
recruitment technologies were
implemented in 2024 which has created
valuable feedback and input into the
Group’s IT roadmap.
The Group builds strong partnerships
with its key technology providers in order
to ensure we are well placed to benefit
from developments in existing and new
products.
The Group has a central IT function,
focussed on the IT strategy of the
Group, and supported by operational
expertise. This team continually reviews
new products and ideas as they arise.
Alongside this our user groups provide
valuable input into our IT strategy.
Our individual operations are experts
in the sectors they support and ensure
that they keep abreast of the latest
developments.
3
4
–
–
Loss of key staff
Technology
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Risks and uncertainties continued
Risks
Change in risk profile
How we mitigate the risk
The Group uses debt to fund its
working capital and investment
requirements. If the Group was unable
to secure funding at required levels
it could be unable to take advantage
of opportunities for growth or could
be forced to dispose of parts of the
business to repay debt.
Any increase in interest rates will
increase costs and so reduce profit.
As an international business, the Group
is exposed to movements in foreign
currency exchange rates. Movements
in exchange rates impact the reporting
of the Group’s profits and may impact
the value of cash and other assets held
by the Group.
Current trading conditions have led to a
deterioration in the Group’s key financial
metrics including those related to its
covenant compliance. The Group has agreed
a six-month extension of its revolving credit
facility along with an easing of the related
covenants. This mitigates this risk and
ensures the Group expects to remain fully
compliant with its covenant obligations.
Facility headroom has reduced during
the period reflecting an increase in net
debt and a reduction in certain facilities.
The Group continues to expect to have
sufficient headroom and has significant cash
balances in certain overseas entities which
could be drawn upon if required.
Base rates peaked in 2023 and started
to reduce during 2024. These reductions
will have a positive impact on the Group‘s
interest costs and interest cover covenant.
Sterling exchange rate movements have
adversely impacted the translation of
the results and net assets of overseas
operations in 2024 compared to 2023.
The Group’s accelerated strategy,
announced in February 2025, is expected to
improve the Group’s financial position as a
result of the sale of non-core operations.
The Group finances its operations through
operating cash flows, bank borrowings and
issuing new equity. Treasury management
is led by the Group finance team, who
manage and monitor funding requirements
and maintain the Group’s key banking
relationships.
Approximately 80% of the Group’s business
is based outside the UK, resulting in
exposure to movements in exchange rates
on translation of overseas operations. The
Group does not currently hedge this risk as
there is, to some degree, a natural hedge
from our geographical diversification.
Intragroup balances are hedged where
possible, using cash or overdraft balances
to act as a natural currency hedge.
A limited number of forward contracts are
used to hedge trading currency risks for
our operation in India which derives almost
all of its revenue from outside of India.
Risks
Change in risk profile
How we mitigate the risk
The risk of cyber-attacks is an ever
present one. A successful breach
could lead to the loss of sensitive data,
damage to our reputation, business
disruption or the loss of commercially
sensitive information.
With stringent regulatory environments
around data protection there is a risk
of failing to comply with regulations,
leading to fines and damage to brand
reputation.
The Group has implemented improved
training for its staff to raise awareness
of risks and reduce the likelihood of
successful attacks. As part of this a fake-
phishing programme has been introduced
to test the effectiveness of training and
knowledge of our teams.
We have policies in place to safeguard
assets and data within the Group, which
is supported by training to ensure we
meet a minimum standard of security.
As we invest further in technology, we
will also continue to invest in ensuring
our cyber security measures and policies
keep pace and reflect the changes in the
Group.
The Group operates in, or places candidates
in, a large number of jurisdictions, each with
their own data protection requirements.
Group data protection policies create a
high level of compliance with individual
operations required to enhance these for
any specific local requirements. The Group
engages with a third-party data protection
officer service to help ensure and monitor
compliance.
5
6
Financial
Cyber security and data protection
–
–
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Stakeholder
How we engage
Our
employees
Creating a positive culture which allows all our employees to thrive is key to the success of our
business. We are focussed on ensuring we are attracting top talent, driving continuous learning and
development, and creating meaningful career opportunities for our people. Our aligned operating
structures are designed to provide clear career pathways for our teams.
Staying connected and engaging our teams across the Group is a key priority. We drive collaboration
through:
• In person leadership conference and quarterly leadership events;
• CEO chats;
• Training programmes and workshops;
• User groups for our recruitment technology; and
• Top talent programmes.
Diverse teams drive successful business results, and we are proud of the diversity we have at
Empresaria. We carry out a regular DE&I survey to ensure we are creating an inclusive workplace where
everyone can flourish.
Our
candidates
Connecting the right talent with the right opportunities is at the heart of what we do. We are
committed to providing a positive and seamless experience for those who trust us with their
careers, whether securing a permanent role or a temporary assignment.
Regular communication and engagement is critical, and we engage with our candidates in a
number of ways, including through: direct contact from our consultants; our brand websites,
technology portals and social media channels; candidate surveys; and in person events.
By building trust and strong relationships we go beyond the transactional to become a long-term
career partner.
Our
clients
Our clients are at the heart of everything we do and we look to build deep, long-term relationships
with them. Our success is built on their success, and we can only achieve this by acting as a partner
and trusted adviser.
Our streamlined management structure and focus on offering a diversified set of services, enables
us to meet our clients’ needs whether that is through cross selling our sector expertise or delivering
new solutions.
Our
communities
Our operations and their teams work with local communities and charities to positively impact the
lives of those who need support. Each business targets specific organisations that reflect the needs
of those communities. Further details are provided on page 31.
Our
shareholders
We engage with shareholders to ensure they understand the Group’s strategy and objectives,
to provide regular business and financial updates, and to manage expectations. Relations with
shareholders and potential investors are managed principally by the Executive Directors, who are
contactable both directly and via our brokers and our financial PR adviser.
The Executive Directors make regular presentations to investors, meet with shareholders to discuss
and obtain their views, present to the wider investor community using the Investor Meet Company
platform and proactively communicate during the year.
The annual and interim presentations to investors are made available on the Company’s website.
The Company also retains a financial PR adviser, house broker and equity research analyst, who
provide feedback from existing shareholders and potential investors.
30
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Engaging with our stakeholders
Contributing to communities
Our purpose of positively impacting
the lives of people extends beyond our
recruitment activity and we are committed
to having a positive impact on the
communities in which we operate.
Across the globe our teams are regularly
involved in activities that provide help,
support or money to good causes in their
local communities. Examples of activity
across the Group in 2024 include:
• In the UK we supported a number of
causes including:
•
Coffee morning and cake sale
in support of Macmillan Cancer
Support;
•
Partnered with Manchester
Metropolitan University through
the “Mentor Me” scheme, offering
mentoring, mock interviews, and
career advice; and
•
Working with Hackney Food Bank
distributing essential food supplies
to those in need.
• In India we supported a number of
causes through our People Possible
Foundation including:
•
Distributed 5,918 items of footwear
with Sole to Sole;
•
Planted 757 saplings around
Ahmedabad; and
•
Distributed 4,000 winter jackets
to underprivileged individuals in
Ahmedabad and Jaipur through
the winter months.
• In Chile we supported Teleton, an
institution dedicated to children’s
rehabilitation and social inclusion.
• In Indonesia we supported an event
for underprivileged children providing
sponsorship and volunteers for
workshops and games.
• In Thailand we donated to the Gift of
Happiness Foundation which supports
underprivileged children across
Thailand.
S172 statement
This statement sets out how the Board
seeks to understand the views of the
Company’s key stakeholders and how
their interests and the matters set out
in section 172 of the UK Companies Act
2006 have been considered in Board
discussions and decision-making.
During the year, the Directors consider
that they have acted and made
decisions in a way that would most likely
promote the success of the Group for
the benefit of its members as a whole,
with particular regard for:
• the likely consequences of any
decision in the long term: See
strategic objectives on page 13. Our
business model on pages 10 and 11
and Risks and uncertainties on pages
26 to 29;
• the interests of the Group’s
employees: See Engaging with our
stakeholders on page 30;
• the need to foster the Company’s
business relationships with suppliers,
clients and others: See Engaging
with our stakeholders on page 30;
• the impact of the Company’s
operations on the community and
environment: See Engaging with
our stakeholders on pages 30
and 31 and the non-financial and
sustainability information statement
on page 32;
• the desirability of the Company
maintaining a reputation for high
standards of business conduct: See
Engaging with our stakeholders on
page 30 and corporate governance
statement on page 40; and
• the need to act fairly between
members of the Company: See
Engaging with our stakeholders
on page 30 and the Corporate
governance statement on page 39.
The principal decisions taken through
the year are discussed in greater detail
throughout the Strategic report. These
key decisions included:
• the sale or closure of five small
operations: See Chief Executive’s
review on page 12;
• the acceleration of the Group’s
strategy including the decision to
exit non-core operations: See Chief
Executive’s review of page 12; and
• the decision not to recommend
a dividend for 2024: See Chair’s
statement on page 3.
31
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Empresaria Annual report and accounts 2024
Non-financial and sustainability information statement
This statement enables users of this annual report to understand the Company’s development, performance and position, and the
impact of its activity, on those matters set out in section 414CB of the Companies Act 2006.
Additional information can be found throughout the Strategic report on pages 1 to 32.
Environmental matters and climate-related financial disclosures
Our industry typically has a low
environmental impact, however the
Group is committed to minimising this
impact as much as possible. Our 2024
initiatives included: participation in
recycling programmes for office waste,
use of renewable energy, reliance on
electronic media for marketing and
communications, including providing this
annual report in electronic format unless
requested otherwise, and the use of video
conferencing to minimise travel as far as
is practical.
The Group’s activity is not directly
impacted by climate-related risks and
opportunities and so, as allowed for in the
Companies Act 2006, has not provided
the full disclosures under section 414CB
as it does not believe these are necessary
for an understanding of the Company’s
business. The Group considers climate
related risks and opportunities as part of
its normal risk management processes.
Climate change risks and opportunities
impact our existing and potential clients
and the wider world of work and indirectly
this has the potential to impact the
Group’s activities as the nature of roles
and organisations change and new ones
emerge. As a specialist staffing group
our teams are experts in their fields. They
keep abreast of developments whether
caused by climate change, technology
changes or other factors, ensuring that we
are matching our activity to the current
and future skillsets our clients need. In this
way we ensure that we are identifying and
responding to climate-related risks and
opportunities as they arise.
Reporting requirement
Where addressed
Environmental matters
Environmental matters and climate-related financial disclosures
See page 32
Employees
Engaging with our stakeholders
See page 30
Directors’ report
See pages 48 and 49
Code of conduct
See www.empresaria.com
Social matters
Engaging with our stakeholders
See page 30
Contributing to our communities
See page 31
Respect for human rights
Modern slavery statement
See www.empresaria.com
Code of conduct
See www.empresaria.com
Anti-corruption
and anti-bribery
Code of conduct
See www.empresaria.com
32
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Governance
Financial statements
Empresaria Annual report and accounts 2024
33
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Governance
Financial statements
Empresaria Annual report and accounts 2024
33
Introduction to corporate governance
I am pleased to present an update on
corporate governance for the year ended
31 December 2024.
Introduction
Strong and effective governance remains
at the heart of the Group’s purpose
and the successful development and
execution of our strategy. Our supportive
governance structure has been crucial
in another year of change for the Group.
Amidst persistently challenging market
conditions and industry-wide weakening
of demand, the Board has continued to
closely manage costs and is delivering
on our strategy to simplify the Group and
streamline our operations, which has
included the divestment of individual
non-core operations in the UK, Japan,
Finland, Australia and China. The strong
collaborative culture and the depth
of experience of the Board has been
instrumental in the development of our
strategy and continued support through
its delivery.
As Chair, my role is to lead and guide the
Board so that it can discharge its duties
effectively. I am responsible for promoting
best practice in corporate governance
and for overseeing the development,
adoption, delivery and communication of
an effective corporate governance model
for the Company. The Board collectively
develops and determines the Group’s
purpose, strategy and overall commercial
objectives. The Board ensures that the
Group adopts policies and procedures that
it considers appropriate having regard to
its size and activities.
The Board is committed to ensuring that
a strong governance framework operates
throughout the Group, recognising that
good corporate governance is a vital
component to support management in
their delivery of the Group’s strategic
objectives and to operate a sustainable
business for the benefit of all stakeholders.
The process of identifying, developing and
maintaining high standards of corporate
governance is ongoing and dynamic,
to reflect changes in the Group and its
business, the composition of the Board and
developments in corporate governance.
Penny Freer
Chair
“A strong governance
framework operates
throughout the Group.”
The QCA Code
Having regard to all the circumstances,
including the size of the Company, the
regulatory framework that applies to
AIM companies and the expectations
of the Company’s stakeholders, the
Board considers that the Corporate
Governance Code issued by the Quoted
Companies Alliance (‘QCA’) remains the
most appropriate corporate governance
code to apply. The Board considers that
the Company does not depart from any
of the principles of the 2018 edition of the
QCA Code and this corporate governance
statement explains how we apply the QCA
Code to support the Group’s medium
and longer-term success. The Board has
adopted the 2023 edition of the QCA
Code from the start of the 2025 financial
year and it anticipates that the Company
will not depart from any of the principles
of the 2023 edition.
34
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Governance
Financial statements
Empresaria Annual report and accounts 2024
The QCA’s ten principles of corporate governance
35
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Empresaria Annual report and accounts 2024
Governance
QCA principles
Compliant
Further reading
Deliver growth
1. Establish a strategy and business model which promote
long-term value for shareholders.
4
For more information:
See pages 10, 11, 12 and 13
2. Seek to understand and meet shareholder needs and
expectations.
4
For more information:
See pages 30 and 39
3. Take into account wider stakeholder and social
responsibilities and their implications for long‑term success.
4
For more information:
See pages 30, 31 and 39
4. Embed effective risk management, considering both
opportunities and threats, throughout the organisation.
4
For more information:
See pages 26 to 29
Maintain a dynamic management framework
5. Maintain the board as a well-functioning, balanced team led
by the chair.
4
For more information:
See pages 34 to 41
6. Ensure that between them the directors have the necessary
up-to-date experience, skills and capabilities.
4
For more information:
See pages 34 to 44
7. Evaluate board performance based on clear and relevant
objectives, seeking continuous improvement.
4
For more information:
See page 40
8. Promote a corporate culture that is based on ethical values
and behaviours.
4
For more information:
See pages 2, 10, 11, 30, 31 and 40
9. Maintain governance structures and processes that are fit for
purpose and support good decision-making by the board.
4
For more information:
See pages 26 to 29 and 31
Build trust
10. Communicate how the company is governed and is
performing by maintaining a dialogue with shareholders
and other relevant stakeholders.
4
For more information:
See pages 30 and 38 to 40
Strategic report
Governance
Financial statements
Empresaria Annual report and accounts 2024
35
Board of Directors and Secretary
Appointed: December 2005
Skills and experience:
Penny was appointed Interim
Chair of the Board in June
2022 and Chair in March
2023. Penny has worked in
investment banking for over
25 years. Until 2004 Penny was
Head of Equity Capital Markets
at Robert W Baird and from
2004 to 2005, Deputy Chair
of Robert W Baird Limited.
Prior to this she was Head
of Small/ Mid Cap Equities
for Credit Lyonnais. Penny is
Chair of AP Ventures LLP and
holds various other board
appointments.
Other key external
appointments:
Chair of The Henderson
Smaller Companies Investment
Trust plc and Non-Executive
Director of Weir Group PLC
Committee membership
Committee Chair
Audit & Risk Committee
Remuneration Committee
Nomination Committee
A
R
N
N
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Financial statements
Empresaria Annual report and accounts 2024
Penny Freer
Chair
Appointed: November 2018
Skills and experience:
Rhona was appointed as Chief
Executive Officer in June 2019
having previously served as
Chief Operating Officer since
November 2018. Rhona has over
30 years’ experience working in
international companies within
the staffing sector and has a
proven record of delivering
growth and driving innovation.
She has been recognised for
the past nine consecutive
years as one of the Staffing
Industry Analysts’ ‘Global
Power 150’, a list of the Most
Influential Women in Staffing’
and was recognised in 2024,
for the fifth consecutive year,
as one of Europe’s Top 100
most influential leaders in
staffing. Rhona’s most recent
role before joining Empresaria
was President of Volt Global
Solutions, with responsibility
for the Managed Services
division. Prior to that, Rhona was
Executive Vice President for
the commercial and technical
staffing operations in North
America where she ran a $1.2
billion staffing business. She
has an in-depth knowledge of
the latest trends and operating
models in the sector.
Other key external
appointments:
None
Rhona Driggs
Chief Executive Officer
Appointed: March 2018
Skills and experience:
Tim has over 20 years’ post
qualified experience working
for listed and private equity
backed businesses across a
number of sectors. Tim joined
Empresaria in 2018 from a
leading cellular immunotherapy
company, where he was Group
Finance Director. Prior to this,
Tim held a number of finance
positions in three FTSE 100
businesses, covering all aspects
of finance. Tim has a proven
track record in developing the
finance teams and structures
of organisations with a focus on
driving efficiencies, developing
strong control frameworks and
supporting strategic objectives.
Tim has significant experience
of mergers and acquisitions
having worked for a number of
acquisitive organisations. Tim
is a member of the Institute
of Chartered Accountants
in England and Wales, after
qualifying with KPMG.
Other key external
appointments:
None
Tim Anderson
Chief Financial Officer
Appointed: January 2023
Skills and experience:
Steve is a Chartered
Accountant with extensive
experience as a Chair and
Non-Executive Director with
a wide range of both public
and private companies.
He is currently the Senior
Independent Director at
Caffyns PLC and in 2024,
was appointed Chair at
TheWorks.co.uk plc. Prior,
recent appointments include
Non-Executive Director of
Advanced Medical Solutions
Group plc and Michelmersh
Brick Holdings plc, and
Chair of Becrypt Limited and
Concirrus Limited. Steve was
also formerly Chief Operating
Officer and Finance Director of
Sherwood International plc.
Other key external
appointments:
Senior Independent Director
of Caffyns PLC and Chair of
TheWorks.co.uk plc
A
R
A
R
N
A
R
N
N
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Financial statements
Empresaria Annual report and accounts 2024
Appointed: February 2023
Skills and experience:
Ranjit worked for The
Adecco Group for 16 years
and held a number of senior
executive roles. His most
recent appointment there was
Global President of Lee Hecht
Harrison where he delivered
market leading growth rates
and two consecutive years
of record performance. Ranjit
was also a Board Member
of the World Employment
Confederation. He is an
advisor to various businesses,
including in the work-tech
sector, advising on strategic
focus, growth acceleration and
funding of ventures.
Other key external
appointments:
None
Ranjit de Sousa
Non-Executive Director
Appointed: June 2015
Skills and experience:
James is a practising solicitor
with over 20 years’ experience
working with Empresaria. He
qualified as a solicitor in 2001
with international legal practice
Osborne Clarke, specialising in
corporate finance (principally
M&A, capital markets/IPO,
fundraising and restructuring)
and acting for a range of
corporate and investment
bank clients. James joined
Empresaria in 2009 to
establish the Group’s in-house
legal team and was appointed
Company Secretary in June
2015. He manages the Group’s
in-house legal and company
secretarial teams and is
responsible for advising the
Board on legal and governance
matters.
Other key external
appointments:
None
James Chapman
General Counsel and
Company Secretary
Appointed: October 2008
Skills and experience:
Zach has 30 years’ experience
working in the staffing sector,
as a Finance Director, CEO
and Chair. Before joining
Empresaria, Zach held the
position of Chair and Chief
Executive Officer of Vedior
N.V. until his retirement in
September 2008. He was
a member of the Board of
Management from 1999, and
Chair from February 2004.
Before joining Vedior, Zach
was CFO and a member of the
Board of Directors of Select
Appointments (Holdings) Plc.
His career in the recruitment
industry began in 1988. He
was formerly a partner in the
international accountancy
firm Arthur Andersen and
is a qualified Chartered
Accountant.
Other key external
appointments:
Chair of Bright Network (UK)
Limited
Zach Miles
Non-Executive Director
Steve Bellamy
Non-Executive Director
Corporate governance statement
The role and functioning
of the Board
The Board is comprised of a Non-
Executive Chair, two Executive Directors
and three Non-Executive Directors. The
Directors have a balance and depth of
skills, experience, independence and
knowledge of the Group and the staffing
industry, which enables them to discharge
their respective duties and responsibilities
effectively.
The Board is collectively responsible for
the long-term success of the Company.
The Group’s strategy, business model and
annual budget are developed by the Chief
Executive Officer and the Chief Financial
Officer, and submitted for consideration,
challenge and approval by the Board.
The Board collectively challenges and
develops a strategy that is approved
by the whole Board. The management
team, led by the Chief Executive Officer, is
responsible for implementing the strategy
that has been approved by the Board, and
managing the business at an operational
level. This strategy and business model,
designed to promote long-term benefit
for all stakeholders, including delivery
of long-term value for shareholders, is
described in the Strategic report on pages
1 to 32 and on the Company’s website.
The Company is controlled through the
Board, which has established Committees
for Audit & Risk, Remuneration and
Nominations, to which it delegates clearly
defined powers. The terms of reference
for the Committees are reviewed annually.
During the year, the terms of reference
for all the Committees were reviewed and
the Board was satisfied they remain fit
for purpose. Each Committee’s terms of
reference can be found on the Company’s
website.
There is a formal schedule of matters
reserved for consideration by the Board,
which includes responsibility for the
following:
• approval of overall strategy and
objectives;
• approval of the annual budget and
monitoring progress towards its
achievement;
• changes to the Group’s principal
activities;
• changes to the senior management
structure;
• changes to capital structure;
• approval of annual and interim financial
statements;
• approval of related party transactions;
• approval of financing arrangements and
treasury policy;
• approval of material investments and
disposals;
• approval of material unbudgeted
expenditure; and
• approval of significant Group policies.
These reserved matters are reviewed
by the Board, at least annually, to ensure
they remain appropriate and complete. In
August 2024, the Board considered and
made changes to the schedule of matters
reserved for full Board approval. In addition,
the Board reviews, at least annually, the
schedule of operational matters, which are
delegated to management of the operating
subsidiaries. These were also considered
by the Board in August 2024 and agreed
changes were made.
Non-Executive Directors are required to
devote such time as is necessary for the
proper performance of the duties of their
office. The Executive Directors are full-
time employees.
Prior to the beginning of each year, Board
and Committee meetings are scheduled
in line with the key financial reporting
dates. A document pack, comprising a full
agenda and documents to be tabled, is
38
Strategic report
Governance
Financial statements
Empresaria Annual report and accounts 2024
distributed to all relevant Directors a week
prior to each meeting. Any specific actions
arising during meetings are agreed by
the Board or Committee (as applicable)
and a follow-up procedure monitors
their completion. Monthly financial and
operational reviews are distributed to
the Board, irrespective of whether a
scheduled meeting is to take place. This
assists the Board to keep informed of
developments on a regular basis.
All Officers are invited to submit items for
discussion for each meeting agenda and
time is also allocated at each meeting
to discuss any other business, which all
Officers are invited by the Chair to raise.
All Non-Executive Directors participate
in strategy development and decisions
required to implement actions to progress
towards meeting the Group’s objectives.
The Chair is responsible for the
effective running of the Board and for
ensuring that all Directors play a full and
constructive part in the development and
determination of the Group’s strategy and
overall commercial objectives. The Chief
Executive Officer’s primary role is to deal
with the running of the Group’s business
and executive management of the Group.
During the year, there was 100% eligible
attendance at all meetings of the Board
and Committees. The following table shows
the number of formal scheduled meetings
held during the year, the attendance of
each Director and their full years in office at
the forthcoming 2025 AGM:
Board
Audit & Risk
Committee
Remuneration
Committee
Nomination
Committee
Tenure
Penny Freer
(Non-Executive Director / Chair)
8/8
–
2/2
1/1
19 years
Zach Miles1
(Non-Executive Director)
8/8
5/5
4/4
1/1
16 years
Steve Bellamy
(Non-Executive Director)
8/8
5/5
4/4
1/1
2 years
Ranjit de Sousa
(Non-Executive Director)
8/8
5/5
4/4
1/1
2 years
Rhona Driggs
(Chief Executive Officer)
8/8
–
–
–
6 years
Tim Anderson
(Chief Financial Officer)
8/8
–
–
–
7 years
1 Zach Miles is retiring at the forthcoming AGM.
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Financial statements
Empresaria Annual report and accounts 2024
In addition to these formal scheduled
meetings, the full Board or relevant
Committee convene unscheduled
meetings as and when appropriate
through the year, to discuss matters in a
timely manner without waiting for the next
formal meeting. During 2024, for example,
there were several ad hoc meetings for
the full Board to discuss the Group’s
strategy and matters arising from the
decisions taken, and for the Remuneration
Committee in working with external
remuneration consultants in relation to the
Company’s Long Term Incentive Plan for
senior management.
There is a clear division of responsibilities
between the Chair and Chief Executive
Officer, with no one individual having
unfettered powers of decision. The
Company Secretary, a solicitor since 2001,
advises the Board and reports directly
to the Chair on corporate governance
matters, supports the Chair in the
effective functioning of the Board and its
Committees and facilitates the receipt
by the Board of high-quality information
in a timely manner. He also heads up the
Group’s in-house legal team and advises
the Board on legal and governance
matters, helping to make sure that Board
procedures and applicable rules and
regulations are observed. The Directors
are also able to take independent
professional advice in the furtherance of
their duties as necessary.
Engagement with shareholders
The Board seeks to engage with
shareholders to maintain a mutual
understanding of objectives between
them and the Company and to manage
their expectations. Relations with
shareholders and potential investors
are managed principally by the Chair
and Executive Directors. Shareholders
and potential investors are invited to
ask questions at any time by emailing
companysec@empresaria.com or via
the Company’s financial PR adviser by
emailing empresaria@almastrategic.com
and further contact details are set out
on the ‘Investor and Adviser Contacts’
page of the Company’s website. All
shareholders are invited to attend the
Company’s Annual General Meeting
and ask questions. In line with our
commitment to maintaining effective
communication structures for all sections
of our shareholder base, the Executive
Directors delivered online presentations,
via the Investor Meet Company platform,
to present our preliminary results in March
2024 and our interim results in August
2024. This platform allows for questions to
be submitted both before and during the
live presentation. The annual and interim
presentations made to investors and a
description of the Company’s investment
case, strategic objectives and business
model are all made available on the
Company’s website. The Company retains
a financial PR adviser and a house broker
who provides equity research analysis.
They both provide feedback to the Board
from existing shareholders and potential
investors.
Stakeholders and social
responsibilities
The Group’s business model relies on
developing and maintaining strong
relationships with our employees,
candidates, temporary workers, clients
and regulatory authorities. The Board is
conscious of its responsibility towards
all stakeholders and believes this is an
important consideration for the long-
term growth of the business. Stakeholder
engagement and feedback is taken
seriously throughout the Group. Regular
communication is made with all the
Group companies and employees. The
Group places considerable value on the
involvement of our employees and keeps
them informed on matters affecting them
as employees and on the various factors
affecting the performance of the Group.
This is achieved through formal and
informal meetings, information available
on the Company’s website and Workplace
from Meta. The Group uses social media to
engage directly with stakeholders through
various channels, including Facebook,
Workplace and LinkedIn. The Group also
engages with regulators and government
agencies, for example in response to
consultations or proposals, both directly
and through membership of worldwide
trade associations.
Risk management
Risk is ultimately the responsibility of the
Board and details of the principal risks
identified are set out on pages 26 to 29.
The Board is ultimately responsible for risk
management and internal controls and
determining the nature and extent of the
principal risks the Company is willing to
take to achieve its purpose and strategic
objectives. The regular monitoring and
consideration of risk is delegated to the
oversight of the Audit & Risk Committee
(‘ARC’). The ARC has the responsibility
to keep under review the adequacy and
effectiveness of the Company’s internal
financial controls and the internal control
and risk management systems. Risk is on
the agenda for each scheduled meeting
of the ARC. The ARC works with executive
management to identify principal risks to
the Company, such as those that could
affect the Company’s purpose, strategy,
business model, future performance,
solvency and liquidity. The ARC assesses
the materiality and likelihood of each risk
occurring. The ARC reviews the identified
risks, assesses their materiality and
likelihood of their occurring and considers
them against the Board’s risk appetite.
The ARC oversees the appropriateness
of the Group’s risk management systems
and policies, makes recommendations as
it sees fit, agrees the operational actions
for the executive management to take
to avoid or mitigate risks and monitors
the actions taken. The ARC reports to
the Board following each risk review, to
ensure that all Directors are kept informed
at regular intervals through the year
and provide opportunities to raise any
questions, challenge assumptions and
consider additional potential risks.
Experience, skills and
capabilities
Biographical details of each of the
Company’s Officers, detailing relevant
experience, skills and capabilities, can be
found on pages 36 to 37.
The Nomination Committee meets
formally at least once a year to monitor
and review the structure, size and
composition of the Board and its
Committees. It considers succession
planning and makes recommendations to
the Board for any appointments or other
changes, to ensure that the right skills and
expertise are maintained by the Company
for effective management. All members of
the Board participate in the recruitment of
members to the Board.
Corporate governance statement continued
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Financial statements
Empresaria Annual report and accounts 2024
The Directors determine the training
requirements appropriate to their role
and the needs of the Group. Directors
attend relevant industry conferences
and workshops throughout the year. The
members of the Committees refresh
their skills and knowledge by attending
briefings and seminars and reviewing
publications provided by various
professional services firms and by audit
and other regulatory bodies.
Board performance
Formal Executive Director performance
evaluations are conducted annually in
preparation for the review and approval
of annual remuneration packages.
An element of the annual executive
bonus plan is subject to achievement
of personal performance targets, set
by the Remuneration Committee, that
are tied to delivery of the Company’s
strategy. Each Non-Executive Director’s
performance is evaluated as an outcome
of the formal performance evaluations
of the Committee(s) of which they are
a member. Performance evaluations
identify and record achievements, training
requirements and areas for improvement
in relation to annual objectives and
performance of their respective roles, in
order to consider effectiveness. Objectives
for the forthcoming year are defined along
with identification of how achievements
will be met, target dates and details of
resource constraints or issues to ensure
that actions are planned and taken as a
result of the evaluation process.
Promotion of corporate culture
The Company actively promotes integrity
in its dealings with our employees,
candidates, temporary workers, clients,
suppliers and shareholders, and the
authorities of the countries in which our
brands operate. The Board recognises that
the reputations of our brands are valuable
assets gained over a long period and must
be protected. The Group has a number of
policies, including those for dealing with
bribery, gifts, hospitality, corruption, fraud,
tax evasion, modern slavery and inside
information. The Board requires that all
Group companies and employees adhere
to the Empresaria Code of Conduct.
All employees must comply with the
laws and regulations of the countries in
which they operate and those responsible
for the management of each operating
subsidiary confirm to the Board annually
their compliance with these and with the
Group’s policies and Code of Conduct. The
Group’s whistleblowing policy is publicised
to all employees and an established
anonymous whistleblowing system is in
place. There are several methods by which
employees may ask questions of, and
provide feedback directly to, members of
the Company’s senior management and
the Board.
Our operating subsidiaries are required
to ensure that advertising and public
communications avoid untruths or
overstatements. They are also expected
to build relationships with suppliers based
on mutual trust and endeavour to pay
suppliers on time and in accordance with
agreed terms of business. The work of
our Group-wide DE&I committee helps us
shape the Group’s approach to this critical
area and we remain committed to ensure
equal opportunities for all staff, at every
level, throughout the Group.
Independence and succession
planning
The independence of all Non-Executive
Directors is reviewed annually, with
reference to their tenure, independence
of character and judgement and whether
any circumstances or relationships exist
that could affect their judgement. The
Board assesses what would be the most
desirable number of Non-Executive
Directors for the Board, having regard
to the size of the Group, the scope of its
operations and the efficient functioning of
the Board and the executive management
team. The Board looks at the manner in
which the component parts of the Board
function together, the skills and external
experiences of the Non-Executive
Directors, their involvement and insight
in Board and Committee meetings and
their ability to challenge management
objectively.
The Board is conscious of the continuing
need to refresh the Board and is aware
that there is a balance to be struck
when considering the tenures of Non-
Executive Directors and the importance
of succession planning. The Board has
adopted a policy of Non-Executive
Directors not serving terms longer
than nine years save in exceptional
circumstances. Zach Miles, a Non-
Executive Director who has served on the
Board since 2008, will not seek re-election
at the forthcoming AGM. The Board
would like to thank Zach for his significant
contributions during his tenure. The Chair,
Penny Freer, has been a Non-Executive
Director since 2005 and she has informed
the Board of her decision to step down by
the time of the Company’s AGM to be held
in 2026. The Board agrees that Penny’s
experience and leadership in navigating
the strategic developments in the Group
warrant her remaining as a Non-Executive
Director at this time, notwithstanding her
tenure, but this should not extend beyond
the 2026 AGM.
The Board continues to consider the
tenure of Penny Freer but agrees that she
continues to demonstrate independence
of character and judgment in all her
contributions to the Board and decision-
making. Her extensive experience and
deep understanding of the Company’s
business and people is invaluable,
particularly in the development of the
Company’s current strategy. Having regard
to all such considerations, the Board is of
the view that Penny Freer, Steve Bellamy
and Ranjit de Sousa remain independent.
In accordance with the Companies Act
2006 and the Company’s Articles of
Association, each of the Directors has
a duty to avoid a situation where they
have, or might have, a direct or indirect
interest that conflicts, or potentially may
conflict, with the Company’s interests. The
Company has established procedures for
the disclosure by Directors of any such
conflicts for the Board to consider and, if
appropriate, authorise. If such a conflict
exists, the relevant Director is excused
from consideration of the relevant matter.
All additional external responsibilities
taken on by Directors during the year were
considered by the Board for any actual
or potential conflicts that may arise. The
Board is satisfied that the independence of
the Directors who have additional external
responsibilities is not compromised.
Section 172 statement:
See page 31
Chair:
Penny Freer
Executive:
Rhona Driggs, Tim Anderson
Non-Executive:
Zach Miles, Steve Bellamy, Ranjit de Sousa
Secretary:
James Chapman
Responsible for protecting and advancing stakeholders’ interests, providing overall direction for the
Group and maintaining a framework of delegated authorities and controls.
Board of Directors
Audit & Risk Committee
Audit & Risk Committee report:
See pages 42 to 43
Audit & Risk Committee
Steve Bellamy (Chair)
Zach Miles
Ranjit de Sousa
Monitors and reviews
the integrity of financial
statements, oversees the
relationship with the external
auditor and has oversight for
internal control and risk.
Nomination Committee
Penny Freer (Chair)
Zach Miles
Steve Bellamy
Ranjit de Sousa
Monitors and reviews
the structure, size and
composition of the Board
and considers succession
planning, to ensure the
right skills and expertise,
independence and
diversity are maintained for
effective management.
Remuneration Committee
Ranjit de Sousa (Interim Chair)
Zach Miles
Steve Bellamy
Considers and sets
remuneration policy for
the Board and monitors
the level and structure
of remuneration and
incentive schemes for
senior management.
Remuneration Committee
Directors’ remuneration report:
See pages 45 to 47
Nomination Committee
Nomination Committee report:
See page 44
Governance structure
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Governance
Financial statements
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41
Audit & Risk Committee report
Steve Bellamy
Chair of the Audit &
Risk Committee
“Safeguarding shareholder
value and supporting the
Group’s long term strategy
by providing oversight
of internal controls,
risk management and
financial reporting.”
Role and composition of the
Audit & Risk Committee
The Audit & Risk Committee has
responsibility, on behalf of the Board,
to monitor the integrity of the financial
statements of the Company, review the
adequacy of internal control and risk
management systems, and to oversee the
relationship with the external auditor. The
Committee challenges the external auditor
and the Group’s executive management
and makes such recommendations to
the Board that it deems appropriate, on
any area within its remit. The terms of
reference for the Committee, which are
reviewed at least annually, can be found
on the Company’s website.
The Committee’s activities are primarily
scheduled around the key events in the
Company’s annual financial reporting
cycle. In addition to financial reporting,
the Committee fulfils a vital role in the
Company’s governance framework,
providing valuable independent challenge
and oversight across the Group’s non-
financial reporting and internal control
procedures.
The Committee is appointed by the Board
from the independent Non-Executive
Directors of the Company, with a minimum
requirement of two such Directors, at
least one of whom should be financially
qualified. The Chair and Zach Miles are
both qualified chartered accountants.
The Chair has extensive governance,
operational and financial experience
across a range of industries and Zach
Miles has particular experience of both
the Group and the staffing industry as a
whole. Ranjit de Sousa also has extensive
experience in the staffing industry. The
Board considers that the Committee
has both financial competence and
competence relevant to the sector in
which the Group operates.
Appointments to the Committee are for a
period of up to three years, which may be
extended for further periods of up to three
years, provided the Director still meets the
criteria for membership of the Committee.
Meetings
The Committee is required to meet at
least three times per year. During 2024,
the Committee held five formal meetings,
which were scheduled around the
Company’s financial reporting timetable.
The Committee invites the Chief Financial
Officer and senior representatives of the
external auditor to attend all of its meetings
and, where appropriate, requires them to
withdraw from such meetings. An annual
meeting is scheduled, near the end of
the annual audit process, for the external
auditor to meet with the Committee without
management present. The Chair maintains
direct communications with the external
auditor through the year and the external
auditor can request a meeting with the
Committee at any time.
Audit & Risk Committee activity
Financial and business reporting
During 2024, the Committee reviewed the
2023 financial statements, the 2024 interim
statement (unaudited), carried out a going
concern review and corresponded with
the FRC in relation to the 2023 financial
statements.
Reviews of the financial statements
included audit coverage, accounting
policies, significant financial reporting
issues and key judgements and estimates
underpinning the financial statements,
including:
• going concern;
• carrying value of goodwill;
• investments in subsidiaries;
• appropriateness of provision balances;
and
• tax accounting, including deferred tax.
The independent Non-Executive
Directors who served on the
Committee during the year are:
Date of appointment
to the Committee
Steve Bellamy (Chair)
Chartered Accountant
16 January 2023
Zach Miles
Chartered Accountant
1 October 2008
Ranjit de Sousa
20 February 2023
5
Meetings
100%
Attendance
42
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Financial statements
Empresaria Annual report and accounts 2024
For the going concern review, the
Committee examined the assumptions
supporting the Group’s profit and cash
flow forecasts and the sensitivities applied
to those forecasts, the banking facilities
available and the assessment of the
Group’s covenant compliance based
on the forecasts. Details of the matters
reviewed are included in notes 1, 3 and 15
to the consolidated financial statements
and notes 1, 2 and 7 of the Parent
Company financial statements.
For the areas discussed, the Committee
was satisfied with the judgements made
and the accounting treatments adopted.
The Company received enquiries from
the Financial Reporting Council (FRC) in
relation to the Company’s 2023 financial
statements. The Committee worked with
management and the external auditor
to answer the enquiries. The answers
were accepted by the FRC and the FRC
confirmed their enquiry was closed.
Risk management and internal
control
Risk management is the responsibility
of the Board, oversight of which is the
responsibility of the Committee. Further
details about the process followed and
the principal risks and uncertainties that
could affect business operations can be
found in the Strategic report on pages
26 to 29. The Committee keeps under
review the adequacy and effectiveness
of the Company’s internal controls and
risk management systems and the Chief
Financial Officer tables an updated risk
register for discussion at each Committee
meeting.
The Committee considered the need for
a separate internal audit function. Due to
the scope of external audits, the existing
internal controls, the size and locations
of the Group’s operations and the costs
involved, the Committee continues to
recommend to the Board that there is no
requirement for a separate internal audit
function. The Board concurs with this
recommendation.
Every year the Committee reviews the
Group’s risk framework reports, to be
presented to, and discussed by, the Board.
The Group has established a framework
of key financial and operational controls
across all the business brands with
compliance monitored by the central
finance team. Any exceptions are reported
to the Committee and resolution thereof is
followed up by local management.
Cyber security continues to be a focus
area, with training and fake phishing
testing conducted in the year. PEN testing
is also underway.
The Committee was pleased to see
improvements in the resolution of
identified control issues.
The Group’s whistleblowing policy
includes arrangements for the Company
Secretary to receive, in confidence,
complaints on accounting, risk issues,
internal controls, auditing issues and
related matters. All employees have
access via Workplace, the Group’s
employee communications platform,
to the Group’s mandatory Code of
Conduct, which sets out the minimum
expected behaviours for all employees
and the specific Group policies which are
applicable throughout the Group. The
Code of Conduct and Group policies are
under continual review and updates are
issued as appropriate.
External audit
The Committee is responsible for the
development, implementation and
monitoring of the Group’s policy on
external audit. The terms of reference
assign responsibility to the Committee
for overseeing the relationship with
the external auditor. The 2024 audit
was completed successfully, with the
Committee noting an effective working
relationship and good communications
between management and the external
auditor. The Committee manages the
relationship with the external auditor,
including the negotiation and agreement
of their fees and reviews and monitors
their independence and objectivity. The
Committee also reviews and challenges
the scope of the audit and monitors the
effectiveness of the audit process.
The Group’s policy on non-audit
related services prescribes the
types of engagements for which the
external auditor can be used and those
engagements which are prohibited. For
engagement for services which are non-
recurring in nature, prior approval must
be sought from the Committee. No such
services were contracted for in 2024.
Note 8 includes disclosure of the auditor’s
remuneration for the year, including an
analysis of audit services and audit related
services under those headings prescribed
by law.
CLA Evelyn Partners Limited (‘Evelyn’)
were first appointed the Company’s
auditor in 2021, following a competitive
tender process. The Committee
determined that a competitive tender
process for an external auditor was
unnecessary in 2024 and recommended
their reappointment to the Board. A
resolution to reappoint Evelyn will be
proposed at the forthcoming AGM.
Assessment of the Audit & Risk
Committee
As part of the 2024 audit processes, in
March 2025 the Committee conducted
a self-assessment of its performance.
The evaluation process measured
performance against its terms of
reference, including:
• presentation of risk register by the
Chief Financial Officer;
• review and implementation of risk
management processes by Group
entities;
• ongoing, regular reviews of internal
controls; and
• monitoring developments in financial
reporting regulations, corporate
governance and compliance.
The Board concluded that the Committee
has acted in accordance with its terms of
reference, remained updated on changes
to financial and accounting standards, and
ensured the independence and objectivity
of the external auditor.
If there are any questions about the work of
the Committee, you are welcome to send
them to companysec@empresaria.com.
On behalf of the Audit & Risk Committee
Steve Bellamy
Chair of the Audit & Risk Committee
26 March 2025
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Financial statements
Empresaria Annual report and accounts 2024
Nomination Committee report
Penny Freer
Chair of the Nomination
Committee
“Board composition and succession
planning remain key priorities to ensure
that the Group has the right leadership
to achieve its long-term goals and
objectives.”
Role and composition of the
Nomination Committee
The Nomination Committee has
responsibility, on behalf of the Board,
to keep under review the structure, size
and composition of the Board and its
Committees, and the leadership needs
of the Group. The terms of reference
for the Committee can be found on the
Company’s website and are reviewed
annually to ensure the objectives
remain current and at the forefront of
the Committee’s considerations. The
Committee is required to report to the
Board on its proceedings and make
recommendations it deems appropriate,
on any area within its remit, including
where action or improvement is needed.
The Committee is appointed by the Board
from the Non-Executive Directors, with
a minimum requirement of two such
Directors. Appointments to the Committee
are made by the Board and are for a
period of up to three years, which may be
extended for further periods of up to three
years, provided the Director still meets the
criteria for membership of the Committee.
Activities of the Nomination
Committee
The Committee, composed of all Non-
Executive Directors, plays a crucial role
in the Group’s governance structure. It
is required to meet formally once per
year and its members maintain a regular
dialogue throughout the year to discuss
matters as they arise. The Committee’s
primary role is to ensure there is a robust
process for succession planning of senior
management and Board appointments.
The Committee works closely with the
Executive Directors to ensure that the
senior management and the Board
possess the necessary experience, skills
and capabilities to effectively lead the
Group and to develop and deliver the
Group’s strategy. It is a priority for the
Committee to ensure that the Group has
the right leadership to achieve its long-
term goals and objectives.
Zach Miles is retiring from the Board at
the forthcoming AGM. The Board would
like to express its deepest gratitude for
his exceptional service, including his time
as Chair of the Audit & Risk Committee
and then as Chair of the Remuneration
Committee. His insightful guidance, deep
understanding of the staffing industry, and
unwavering support to the Group have
been invaluable to the Board, the work
of its Committees, and to the Group as a
whole.
Shortly after announcing his intention
to retire, Zach Miles was involved in a
serious accident. While expected to
make a full recovery, Zach remains in
hospital and in his absence Ranjit de
Sousa was appointed Interim Chair of the
Remuneration Committee. Subject to his
re-election, Ranjit will become Chair of
the Remuneration Committee from the
forthcoming AGM.
The Board is well balanced, with an
experienced Chair, two recently appointed
independent Non-Executive Directors
and two Executive Directors. The Board is
diverse and it continues to function very
effectively, through open collaboration
and challenge.
The Board has adopted a policy that Non-
Executive Directors should not serve for
longer than nine years save in exceptional
circumstances. While I have agreed to
remain as Chair of the Board to continue
my role during this period of change for
the Group, I will be stepping down at an
appropriate time and no later than the
Company’s AGM to be held in 2026.
If there are any questions about the work of
the Committee, you are welcome to send
them to companysec@empresaria.com.
On behalf of the Nomination Committee
Penny Freer
Chair of the Nomination Committee
26 March 2025
The independent Non-Executive
Directors who served on the
Committee during the year are:
Date of appointment
to the Committee
Penny Freer (Chair)
5 November 2013
Zach Miles
5 November 2013
Steve Bellamy
16 January 2023
Ranjit de Sousa
20 February 2023
1
Meetings
100%
Attendance
44
Strategic report
Governance
Financial statements
Empresaria Annual report and accounts 2024
Directors’ remuneration report
4
Meetings
100%
Attendance
45
Strategic report
Governance
Financial statements
Empresaria Annual report and accounts 2024
Role and composition of the Remuneration
Committee
The Remuneration Committee has responsibility, on behalf of the
Board, for determining the policy for Directors’ remuneration and
setting the remuneration for the Chair of the Board, Executive
Directors, Company Secretary and certain senior management.
The terms of reference for the Committee can be found on the
Company’s website.
The Committee is required to report to the Board on its
proceedings and all matters within its duties and responsibilities.
The Committee is appointed by the Board from the independent
Non-Executive Directors, with a minimum requirement of two
such Directors. No Director is involved in any decisions as to their
own remuneration.
The independent Non-Executive Directors who served on the
Committee during the year were:
Date of appointment
to the Committee
Zach Miles (Chair)
1 October 2008
Ranjit de Sousa (Interim Chair)1
20 February 2023
Steve Bellamy
16 January 2023
1 Appointed Interim Chair from March 2025
Meetings
The Committee is required to meet at least twice a year and at
such times as the Chair of the Committee shall require. During
2024, the Committee held four scheduled formal meetings and
met outside of the formal meetings to discuss matters as they
arose through the year. Where considered appropriate, the Chair
and the Chief Financial Officer are invited to attend meetings, or
parts of meetings, to assist the Committee in fulfilling its duties.
Remuneration practices
The Committee recommended and monitored the level and
structure of remuneration for senior management as well as
monitoring remuneration trends across the Group. An annual
review was carried out on the ongoing appropriateness and
relevance of the Group’s remuneration policy.
The basic annual salaries of the executive management team
are reviewed annually by the Committee. The remuneration for
The information provided
in this part of the Directors’
remuneration report is not
subject to audit.
the Non-Executive Directors is determined by the Board within
the limits set by the Articles and is based on information on
fees paid in similar companies, and the skills and expected time
commitment of the individual concerned and their roles on the
Board’s Committees. The fees are reviewed each year as part of
the annual budgeting process. Neither the basic annual salaries
of the executive management nor the fees for Non-Executive
Directors were increased for 2024 or 2025. While salary increases
have been awarded where considered appropriate in the Group,
the basic annual salary for the Chief Executive Officer has been
frozen since 2022, and since 2023 for the Chief Financial Officer.
This is not a reflection on their performances, but in recognition
of the challenging trading conditions that have persisted over the
past few years.
The Committee receives feedback from shareholders on
remuneration matters and is keen to ensure that the views and
interests of shareholders are considered by the Committee. It was
pleasing to note that the directors’ remuneration report for 2023
received 100% approval of shareholders at the 2024 AGM.
Linking remuneration policy to business objectives
Executive remuneration packages must be competitive and
are designed to attract, retain and motivate the executive
management, while aligning rewards with the business objectives
and performance of the Group, and the long-term interests of
shareholders.
It is the Company’s policy for the largest proportion of the
performance-related pay of the executive management team
to be linked to key performance indicators of the Company.
The Company’s key objectives include developing sustainable
growth in earnings and profits, which should lead to an increase
in distributions to shareholders and in the share price. The key
performance measures chosen linking executive remuneration
to the achievement of these objectives were growth in profits,
earnings per share (‘EPS’) and share price. Performance criteria
for the 2025 annual bonus plan are growth in profits and EPS
with a maximum of 25% payable dependent on the achievement
of both the personal objectives and at least one of the financial
performance criteria. The personal objectives are aligned with the
Board’s strategy for the Group. The performance criteria for the
LTIP are growth in profits, EPS and share price. The entirety of the
performance-related pay of the executive management team in
2025 is therefore directly tied to achievement of financial targets
and shareholder returns.
Directors’ contracts and letters of appointment
It is the Company’s policy that Executive Directors should have
contracts with indefinite terms providing for a maximum of 12
months’ notice.
The details of the Executive Directors’ contracts are summarised
as follows:
Director
Effective date of contract
Notice period
Rhona Driggs
8 November 2018
12 months
Tim Anderson
21 March 2018
6 months
Non-Executive Directors serve under letters of appointment,
which either party can terminate on three months’ written notice.
The Non-Executive Directors have no right to compensation on
the termination of their appointments.
Directors’ remuneration report continued
46
Strategic report
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Financial statements
Empresaria Annual report and accounts 2024
Long Term Incentive Plan (‘LTIP’)
The Committee has responsibility for devising the Company’s LTIP, making awards (‘Awards’) under its terms and supervising its
administration. Awards are made in the form of nil-cost options over Ordinary Shares, to the Company’s executive management team
and senior leadership team. The maximum value of Ordinary Shares that could be awarded to any individual in a year is 175% of their
basic salary. The Committee reviews the final audited results of the Company prior to agreeing if Awards are to be made and the extent
to which Awards are to vest. Non-Executive Directors do not participate in the LTIP.
During the year, the Committee engaged an external remuneration consultancy, FIT Remuneration Consultants (‘FIT’), to review the LTIP
Rules and Awards and to make recommendations to the Committee. Following this review the Committee updated the LTIP Rules to bring
them up to date and provide greater clarity on certain scenarios. FIT also made recommendations to the Committee in relation to the
adjustment of the performance criteria for the Awards granted in 2023 and to grant a larger than usual Award in 2024 to the CEO and CFO,
while remaining within the scheme limits, with additional stretch growth targets. Following consultation with FIT and the Chair of the Board,
the Committee amended the LTIP Rules and certain performance criteria relating to the 2023 Awards and granted the 2024 Awards.
As noted above, LTIP performance criteria are growth in profitability, earnings per share and share price over the relevant (typically three-
year) performance period. During the year, none of the Awards granted in 2021 for vesting in March 2024 vested, and they lapsed in full.
At least 70% of the Awards granted in 2022 for vesting in April 2025 will lapse.
A summary of the vesting and lapsing of Awards over the past ten years to 31 December 2024 including outstanding Awards (yet to
vest or lapse) at 31 December 2024 is is as follows:
Year of Award
Year of vesting
Awards
Awards vested
Percentage vested
Awards lapsed
Percentage lapsed
Awards outstanding
2017
2020
363,178
–
0%
363,178
100%
–
2018
2021
761,992
–
0%
761,992
100%
–
2019
2022
911,578
–
0%
911,578
100%
–
2020
2023
1,963,159
542,447
28%
1,420,712
72%
–
2021
2024
1,088,889
–
0%
1,088,889
100%
–
2022
2025
1,157,106
–
–
302,558
26%
854,548
2023
2026
1,525,597
–
–
375,952
25%
1,149,645
2024
2027
2,958,752
–
–
–
–
2,958,752
At 31 December 2024, there were unvested Awards over a maximum of 4,962,945 Ordinary Shares and no vested unexercised options. Since
2020, the Company has conducted a share purchase plan where the Company transfers purchased Ordinary Shares to the Company’s
Employee Benefit Trust with the intention that they be used to satisfy the exercise of options vested under the LTIP to reduce the dilutive effect
of issuing new Ordinary Shares. The Board’s policy has been to satisfy the exercise of options equally through the allotment of new Ordinary
Shares and by transfer of Ordinary Shares from the Employee Benefit Trust. No Ordinary Shares were purchased during the year as the Board
considered that the Employee Benefit Trust held an appropriate number considering the expectations for vesting of any Awards in 2025.
Aggregate Directors’ remuneration (audited information)
The remuneration of Directors who served during the year is shown below:
2025
2024
2023
Year of Award
Salary
& fees
£000
Salary
& fees
£000
Benefits
-in-kind
£000
Annual
bonuses1
£000
Money
purchase
pension
contributions
£000
Total
£000
Salary
& fees
£000
Benefits
-in-kind
£000
Annual
bonuses1
£000
Money
purchase
pension
contributions
£000
Total
£000
Executive
Rhona Driggs2
373
373
14
78
–
465
386
23
184
–
593
Tim Anderson
208
208
7
52
21
288
208
7
114
21
350
Non-Executive
Penny Freer
75
75
–
–
–
75
75
–
–
–
75
Zach Miles3
21
55
–
–
–
55
55
–
–
–
55
Steve Bellamy4
55
55
–
–
–
55
49
–
–
–
49
Ranjit de Sousa5
51
45
–
–
–
45
39
–
–
–
39
983
1,161
1 Annual bonuses are paid in the year following the performance measures to which they relate, e.g. the 2024 annual bonus relates to 2023 performance measures.
2 2023 figures translated from USD to GBP at the rate of GBP 1 : USD 1.2437. 2024 and 2025 figures translated from USD to GBP at the rate of GBP 1 : USD 1.2783.
3 2025 estimated fees are pro rata to retirement at 2025 AGM.
4 2023 fees are pro rata from appointment on 16 January 2023 and appointment to Committee Chair from 2023 AGM.
5 2023 fees are pro rata from appointment on 20 February 2023. 2025 estimated fees are pro rata from appointment to Committee Chair from 2025 AGM.
47
Strategic report
Governance
Financial statements
Empresaria Annual report and accounts 2024
Details of the Awards for the Executive Directors who served during the year are as follows:
Name of Officer
Year of Award
Awards at
1 January 2024
Awards granted
during 2024
Awards lapsed
during 2024
Vested Awards
(options granted)
Options exercised
Rhona Driggs
2021
505,051
–
505,051
–
–
2022
374,209
–
–
–
–
2023
505,540
–
–
–
–
2024
1,461,987
Tim Anderson
2021
333,333
–
333,333
–
2022
252,844
–
–
–
–
2023
325,000
–
–
–
–
2024
957,894
Shareholding guidelines
There are no requirements for Executive Directors or senior executives to hold shares in the Company.
Details of the share interests of Directors who served during the year are as follows:
31 December 2024
31 December 2023
Number of
Ordinary Shares
Percentage
holding
Number of
Ordinary Shares
Percentage
holding
Penny Freer
15,000
0.03%
15,000
0.03%
Zach Miles
–
–
–
–
Steve Bellamy
–
–
–
–
Ranjit de Sousa
–
–
–
–
Rhona Driggs
220,099
0.44%
220,099
0.44%
Tim Anderson
335,000
0.67%
290,000
0.58%
Total
570,099
1.14%
525,099
1.05%
No Director had any beneficial interest in the share capital of any other Group company.
Assessment of the Remuneration Committee
The Committee conducted a self-assessment of its performance during the year. The evaluation process measured performance
against its terms of reference, including:
• executive short and long term incentive plans reviewed and assessed considering current best practice, performance measures
and the long-term strategic goals of the Group; and
• amendment of LTIP Rules and 2023 Award performance criteria and the making of an additional Award, within the scheme limits,
to the CEO and CFO to align with the Group’s revised strategy.
Zach Miles is retiring from the Board at the forthcoming AGM. In March 2025, Ranjit de Sousa was appointed Interim Chair of the
Committee and, subject to his re-election, will take over as Chair from the forthcoming AGM.
If there are any questions about the work of the Committee, you are welcome to send them to companysec@empresaria.com.
This report was approved by the Board of Directors on 26 March 2025 and signed on its behalf by
Ranjit de Sousa
Interim Chair of the Remuneration Committee
26 March 2025
Directors’ report
48
Strategic report
Governance
Financial statements
Empresaria Annual report and accounts 2024
Governance
Empresaria Annual report and accounts 2024
The Directors present their annual report on the affairs of
Empresaria Group plc, together with the financial statements and
auditor’s report, for the year ended 31 December 2024.
The Strategic report set out on pages 1 to 32 and the corporate
governance statement set out on pages 38 to 40 form part of this
report.
Future developments
An indication of likely future developments in the business of the
Group is included in the Strategic report. There have not been any
significant events since the balance sheet date.
Financial risk management
Information regarding financial risk management can be found in
note 24 to the consolidated financial statements.
Dividends
No dividend is proposed in respect of the year ended 31 December
2024 reflecting the 2024 results, the current trading environment
and the financial position of the Company and Group. A dividend of
1.0p was paid for the year ended 31 December 2023.
Share capital structure
At 31 December 2024, the Company’s issued share capital was
49,853,001 Ordinary Shares with a nominal value of 5p per share.
All of the issued share capital was in free issue and all issued
shares are fully paid. The Company’s Ordinary Shares are quoted
and admitted to trading on the AIM market operated by London
Stock Exchange plc. The holders of Ordinary Shares are entitled
to receive the Company’s Reports and Accounts, to attend and
speak at general meetings of the Company, to appoint proxies
and to exercise voting rights. None of the Ordinary Shares
carry any special rights with regards to control of the Company
or distributions made by the Company. There are no known
agreements relating to, or restrictions on, voting rights attached
to the Ordinary Shares (other than the 48-hour cut-off for casting
proxy votes prior to a general meeting). There are no restrictions
on the transfer of shares, and there is no requirement to obtain
approval for a share transfer. There are no known arrangements
under which financial rights are held by a person other than the
holder of the Ordinary Shares. There are no known limitations on
the holding of Ordinary Shares.
Power of Directors
The Directors are authorised to issue and allot shares and to buy
back shares subject to annual shareholder approval at the AGM.
Such authorities were granted by shareholders at the 2024 AGM,
and at the 2025 AGM it will be proposed that the Directors be
granted new authorities to allot and buy back shares.
Repurchase of shares
On 17 June 2020, the Company announced a share buyback
programme to purchase up to £25,000 per month of its own
shares (‘Programme’). All of the shares purchased under the
Programme are held as treasury shares until they are transferred
to the Empresaria Employee Benefit Trust (‘EBT’), with the intention
that they will be used to satisfy the exercise of options vested
under the Company’s Long Term Incentive Plan. No Ordinary
Shares were purchased during the year ended 31 December 2024,
as the Board considered that the Employee Benefit Trust held an
appropriate number considering no Awards vested in 2024 and low
expectations for vesting of any Awards in 2025.
At the date of this report, the Company has 49,853,001 Ordinary
Shares in issue, none of which are held by the Company as
treasury shares, and has an unexpired authority to purchase up to
a further 2,492,600 Ordinary Shares. Details of the new authority
being requested at the 2025 AGM will be contained in the
circular to shareholders, which will be available on the Company’s
website. Details of the Ordinary Shares held by the EBT are set
out in note 23 to the consolidated financial statements.
Directors and their shareholdings
Details of the Directors who held office during the year, and their
shareholdings at 31 December 2024, are set out in the Directors’
remuneration report on page 47.
Directors’ indemnities and insurance
The Company maintains Directors’ and Officers’ liability insurance
which provides appropriate cover for any legal action brought
against its Officers. The Company has also granted indemnities
to each of the Executive Directors, to the extent permitted by
law. The qualifying third-party indemnity provisions as defined
by Section 234 of the Companies Act 2006, remain in force
in relation to certain losses and liabilities which the relevant
individual may incur to third parties in the course of acting as
officers or employees of the Company or of any associated
company. Neither the insurance nor the indemnities provide
cover where the relevant individual has acted fraudulently or
dishonestly.
Political contributions
Neither the Company nor any of its subsidiaries made any political
donations or incurred any political expenditure during the year
(2023: £nil).
Substantial shareholdings
At 31 December 2024, the following interests in 3% or more of
the issued Ordinary Share capital of the Company in the register
maintained under section 113 of the Companies Act 2006 were
identified:
Name of holder
No. of
Ordinary Shares
Percentage of voting
rights and issued
share capital
A V Martin
13,924,595
27.93%
H M van Heijst
8,920,754
17.89%
Kempen Capital Management
4,314,540
8.65%
Close Brothers Asset Management
4,156,607
8.34%
Beleggingsclub‘t Stockpaert
3,250,000
6.52%
The Ramsey Partnership Fund
2,441,000
4.90%
Stichting Hendricks Family Office
2,003,100
4.02%
Ophorst van Marwijk Kooy
1,638,328
3.29%
Disabled employees
Applications for employment by disabled persons are always fully
and fairly considered, having regard to the particular aptitudes of
the applicant concerned. In the event of employees becoming
disabled, every effort is made to ensure that their employment
with the Group continues and that appropriate training is
arranged. The Group supports disabled employees in all aspects
of their training, career development and promotion.
49
Strategic report
Governance
Financial statements
Empresaria Annual report and accounts 2024
Employee involvement
The Group places considerable value on the involvement of
its employees and has continued to keep them informed on
matters affecting them as employees and on the various factors
affecting the performance of the Group. This is described further
in the corporate governance statement (stakeholders and social
responsibilities) and in the engaging with our stakeholders section
on page 30.
Energy and Carbon Reporting
The Group’s operations are service-based, with no manufacturing
facilities and limited transportation requirements. We are
committed to minimising the environmental impact of our
activities, such as managing office space, avoiding unnecessary
travel and encouraging recycling. See the non-financial and
sustainability information statement on page 32. The Group is
subject to the UK Energy and Carbon reporting regulations. All
of the Group’s UK subsidiaries and Parent Company are exempt
based on the qualifying conditions contained in those regulations.
As a result, no further disclosures are provided in this report.
Cautionary statement
The sole purpose and use of this annual report is to provide
information to the shareholders of the Company, as a body,
to assist them in exercising their rights. The Company and its
subsidiaries, their respective officers, employees, agents or
advisers do not accept or assume responsibility to any other
person to whom this document is shown or into whose hands
it may come and any such responsibility or liability is expressly
disclaimed. This annual report contains certain forward-looking
statements with respect to the operations, performance and the
financial position of the Company and the Group. By their nature,
these statements involve uncertainty since future events and
circumstances can cause results and developments to differ
from those anticipated. The forward-looking statements reflect
knowledge and information available at the date of preparation
of this annual report and nothing in this annual report should be
construed as a profit forecast.
Auditor
Each of the persons who is a Director at the date of approval of
this annual report confirms that:
• so far as the Director is aware, there is no relevant audit
information of which the Company’s auditor is unaware; and
• they have taken all the steps that they ought to have taken as
a Director in order to make themselves aware of any relevant
audit information and to establish that the Company’s auditor
is aware of that information.
This confirmation is given and should be interpreted in
accordance with the provisions of section 418 of the Companies
Act 2006.
Following a competitive tender process, CLA Evelyn Partners
Limited were appointed as the Company’s independent auditor
for the 2021 financial year. CLA Evelyn Partners Limited have
expressed their willingness to continue as auditor for the
2025 financial year and a resolution will be proposed at the
forthcoming AGM.
Annual General Meeting 2025
The 2025 AGM will be held on Tuesday 20 May 2025 at
the offices of Singer Capital Markets, 1 Bartholomew Lane,
London, EC2N 2AX. The meeting will commence at 1:00 pm
and registration will be open from 12:00pm. A separate notice
convening the meeting has been sent to shareholders and is
available on our website at www.empresaria.com/shareholder-
information/agm-information.
How to vote
You are encouraged to submit your proxy vote as early as
possible via the Investor Centre at uk.investorcentre.mpms.mufg.
com/Login/Login. Our registrar, MUFG Corporate Markets, must
receive your online proxy appointment and voting instructions by
1:00 pm on Friday 16 May 2025 at the latest to ensure your vote
is counted. Further instructions on how to attend and vote are set
out in the Notice of AGM.
Approved by the Board and signed on its behalf by
James Chapman
General Counsel and Company Secretary
26 March 2025
Registered office:
Old Church House, Sandy Lane, Crawley
Down, Crawley, West Sussex RH10 4HS
Registered number:
03743194
Directors’ responsibilities statement
50
Strategic report
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Financial statements
Empresaria Annual report and accounts 2024
The Directors are responsible for preparing the annual report and
the financial statements in accordance with applicable law and
regulations.
Company law requires the Directors to prepare financial
statements for each financial year. The Directors are required
to prepare the Group financial statements in accordance with
UK-adopted International Accounting Standards and the AIM
rules and have chosen to prepare the Parent Company financial
statements in accordance with Financial Reporting Standard 102
(‘FRS 102’). Under company law the Directors must not approve
the financial statements unless they are satisfied that they give a
true and fair view of the state of affairs of the Group and Parent
Company and of the profit or loss of the Group for that period.
In preparing the Parent Company financial statements, the
Directors are required to:
• select suitable accounting policies and then apply them
consistently;
• make judgements and accounting estimates that are
reasonable and prudent;
• state whether applicable UK accounting standards have been
followed, subject to any material departures disclosed and
explained in the financial statements; and
• prepare the financial statements on the going concern basis
unless it is inappropriate to presume that the Company will
continue in business.
In preparing the Group’s financial statements, International
Accounting Standard 1 requires that Directors:
• properly select and apply accounting policies;
• present information, including accounting policies, in a
manner that provides relevant, reliable, comparable and
understandable information;
• provide additional disclosures when compliance with the
specific requirements in IFRSs are insufficient to enable users
to understand the impact of particular transactions, other
events and conditions on the entity’s financial position and
financial performance; and
• prepare the financial statements on the going concern basis
unless it is inappropriate to presume that the Company will
continue in business.
The Directors are responsible for keeping adequate accounting
records that are sufficient to show and explain the Company’s
transactions and disclose with reasonable accuracy at any time
the financial position of the Company and enable them to ensure
that the financial statements comply with the Companies Act
2006. They are also responsible for safeguarding the assets of
the Company and for taking reasonable steps for the prevention
and detection of fraud and other irregularities.
The Directors are responsible for ensuring the annual report
and financial statements are made available on a website.
Financial statements are published on the Company’s website
(www.empresaria.com) in accordance with legislation in the
United Kingdom governing the preparation and dissemination
of financial statements, which may vary from legislation in other
jurisdictions. The maintenance and integrity of the corporate and
financial information included on the Company’s website is the
responsibility of the Directors.
This responsibility statement was approved by the Board on
26 March 2025 and is signed on its behalf by order of the Board by
Rhona Driggs
Tim Anderson
Chief Executive Officer
Chief Financial Officer
26 March 2025
26/03/2025
Rhona Driggs (Mar 26, 2025 18:25 GMT)
26/03/2025
Independent auditor’s report
to the members of Empresaria Group plc
51
Strategic report
Governance
Financial statements
Empresaria Annual report and accounts 2024
Opinion
We have audited the financial statements of Empresaria Group Plc
(the ‘Parent Company’) and its subsidiaries (the ‘Group’) for the year
ended 31 December 2024 which comprise consolidated income
statement, consolidated statement of comprehensive income,
consolidated balance sheet, consolidated statement of changes
in equity, consolidated cash flow statement, Parent Company
balance sheet, Parent Company statement of changes in equity
and the notes to the financial statements, including material
accounting policy information. The financial reporting framework
that has been applied in the preparation of the Group financial
statements is applicable law and UK-adopted international
accounting standards. The financial reporting framework that has
been applied in the preparation of the Parent Company financial
statements is applicable law and United Kingdom Accounting
Standards, including FRS 102 “The Financial Reporting Standard
applicable in the UK and Republic of Ireland” (United Kingdom
Generally Accepted Accounting Practice).
In our opinion:
• the financial statements give a true and fair view of the state
of the Group’s and of the Parent Company’s affairs as at
31 December 2024 and of the Group’s loss for the year then
ended;
• the Group financial statements have been properly prepared
in accordance with UK-adopted international accounting
standards;
• the Parent Company financial statements have been properly
prepared in accordance with United Kingdom Generally
Accepted Accounting Practice; and
• the financial statements have been prepared in accordance
with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International
Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our
responsibilities under those standards are further described in the
Auditor’s responsibilities for the audit of the financial statements
section of our report. We are independent of the Group and
Parent Company in accordance with the ethical requirements
that are relevant to our audit of the financial statements in the
UK, including the FRC’s Ethical Standard as applied to listed
entities, and we have fulfilled our other ethical responsibilities
in accordance with these requirements. We believe that the
audit evidence we have obtained is sufficient and appropriate to
provide a basis for our opinion.
Our approach to the audit
Of the Group’s 39 material reporting components, we subjected
nine to full scope audits for group reporting purposes and 15
to specific scope audit procedures where the extent of our
audit work was based on our assessment of the risk of material
misstatement and of the materiality of that component. The latter
were not individually significant enough to require an audit for
group reporting purposes but were still material to the Group.
The components within the scope of our work covered 94.7% of
group revenue, 81.8% of group net fee income, 72.5% of group
loss before tax, and 92.0% of group total assets.
For the remaining 15 components, we performed analysis at a
group level to re-examine our assessment that there were no
significant risks of material misstatement within these.
For the audits which were carried out by overseas component
auditors, at both the planning and the completion stage,
senior members of the group audit team participated in video
conference meetings with local audit teams. At these meetings,
the group audit team discussed the component auditors’ risk
assessments and planned audit approach. Once the audit work
was completed, the findings reported to the group audit team
were discussed in more detail, and any further work required by
the group audit team was then performed by the component
auditor. In addition to these planned meetings, the group audit
team sent detailed instructions to the component audit teams.
The group audit team reviewed the comprehensive responses
to these instructions and reviewed the audit working papers for
significant and high-risk areas.
Key audit matters
Key audit matters are those matters that, in our professional
judgment, were of most significance in our audit of the financial
statements of the current period, and include the most significant
assessed risks of material misstatement (whether or not due to
fraud) we identified, including those which had the greatest effect
on: the overall audit strategy; the allocation of resources in the
audit; and directing the efforts of the engagement team. These
matters were addressed in the context of our audit of the financial
statements as a whole, and in forming our opinion thereon, and
we do not provide a separate opinion on these matters.
Independent auditor’s report continued
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Key audit matter
Description of risk
How the matter was addressed in the audit
Revenue recognition
(Group) – see note 2
of the consolidated
financial statements
The Group’s revenue relates to
permanent placement, temporary
and contract placement, and offshore
services with revenue from permanent
placements recognised on the start
date of the candidate placement and
revenue from temporary and contract,
and offshore services recognised
on the basis of work performed by
reference to approved timesheets and
contracted rates.
The key risk of fraud in relation to
revenue recognition is attributed
to cut off, specifically incorrect or
missing accruals for un-invoiced or late
timesheets for temporary and contract,
and offshore services revenue, or delayed
invoices/credit notes for placements.
This impacts whether all revenue and
accrued revenue that should have been
accounted for, and only such revenue,
has in fact been accounted for in the year.
Our audit work included, but was not restricted to the following:
• Reviewed design and implementation of controls over
revenue recognition which have been designed by the Group
to help prevent and detect fraud and errors in revenue
recognition;
• Reviewed whether accounting for revenue is compliant with
the financial reporting standards;
• Performed detailed testing of a sample of revenue
transactions in the year to evaluate whether revenue
recognition is in accordance with the accounting policies;
• Performed substantive cut-off testing to determine if revenue
is recognised in the correct period, including reviewing credit
notes issued post year end; and
• Assessed the adequacy of related disclosures within the
annual report.
Impairment of
goodwill and
other intangible
assets (Group)
and Impairment of
investments and
recoverability of
amounts owed by
group undertakings
(Parent Company) -
see notes 15 and 16
of the consolidated
financial statements
and notes 7 and
8 of the Parent
Company's financial
statements
The Group has significant goodwill and
other intangible asset balances and
the Parent Company has significant
investments and amounts owed by group
undertakings.
Accounting standards require
management to perform an impairment
review annually to consider possible
impairment in goodwill and consider
whether there are any indicators of
impairment impacting other intangible
assets or investments and amounts owed
by group undertakings.
Management’s assessment of the carrying
value requires judgement in assessing
forecast future cash flows, growth rates
and discount rates. The assessment of
the carrying value of these balances and
consequently any required impairment is
sensitive to these estimates.
Our audit work included, but was not restricted to, the following:
• Challenged the assumptions used in the impairment
model for goodwill, other intangible assets, investments in
subsidiaries and amounts owed by group undertakings;
• Continued existence of the asset following commercial and
operational developments of the Group;
• Assessed appropriateness of the assumptions made in
reallocation of goodwill and other intangibles;
• Assessed the appropriateness of the impairment review
methodology, assumptions concerning growth rates and
inputs to the discount rate against available market data with
the assistance of experts;
• Compared current forecast revenue growth rates, gross profit
margins and operating results with those achieved in previous
years;
• Reviewed or applied sensitivity analysis to calculate the
minimum growth rates needed to avoid an asset impairment
and compare them to those achieved in previous years; and
• Assessed the adequacy of related disclosures within the
annual report.
Our application of materiality
The materiality for the group financial statements as a whole
('group FS materiality') was set at £638,000. This has been
determined with reference to the benchmark of the Group’s
net fee income, which we consider to be one of the principal
considerations for members of the company in assessing the
Group’s performance. Group FS materiality represents 1.25% of
the Group’s net fee income. Net fee income is a key metric that
is considered when reviewing performance of the components,
we have considered it appropriate to base our materiality levels
using net fee income.
The materiality for the Parent Company financial statements as
a whole ('parent FS materiality') was set at £223,000. Parent FS
materiality represents 2% of the Parent Company’s net assets as
presented on the face of the Parent Company’s balance sheet.
Performance materiality for the Group financial statements was
set at £414,000, being 65% of group FS materiality, for purposes
of assessing the risks of material misstatement and determining
the nature, timing and extent of further audit procedures. We
have set it at this amount to reduce to an appropriately low level
the probability that the aggregate of uncorrected and undetected
misstatements exceeds group FS materiality. We judged this
level to be appropriate based on our understanding of the Group
and its financial statements, as updated by our risk assessment
procedures and our expectation regarding current period
misstatements including considering experience from previous
audits. This level of 65% was set to reflect that there are some
areas of judgment and estimation in the financial statements.
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Performance materiality for the Parent Company financial
statements was set at £178,000, being 80% of parent FS
materiality. The level of 80% was set to reflect that there are few
areas of judgement and estimation in the financial statements.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the
Directors’ use of the going concern basis of accounting in the
preparation of the financial statements is appropriate.
Our evaluation of the Directors’ assessment of the Group and
Parent Company’s ability to continue to adopt the going concern
basis of accounting included:
• Challenging the assumptions used in the detailed budgets
and forecasts prepared by management for the financial years
ending 2025 and 2026;
• Considering historical trading performance by comparing
recent growth rates of both revenue and operating profit
across the Group’s geographical and market segments;
• Assessing the appropriateness of the assumptions concerning
growth rates against latest market expectations and macro-
economic assumptions;
• Comparing the forecast results to those actually achieved in
the 2025 financial period so far;
• Obtaining an understanding of significant expected cash
outflows (such as capital expenditure) in the forthcoming
12-month period;
• Considering the Group’s funding position and requirements;
• Reviewing and challenging management’s calculations
suggesting the Group is able to comply with all loan facility
covenants at least 12 months from approval of the financial
statements;
• Considering the sensitivity of the assumptions and
re-assessing headroom after sensitivity; and
• Reviewing the adequacy of the disclosures on going concern
in the group financial statements.
Based on the work we have performed, we have not identified
any material uncertainties relating to events or conditions that,
individually or collectively, may cast significant doubt on the
Group and Parent Company’s ability to continue as a going
concern for a period of at least twelve months from when the
financial statements are authorised for issue.
Our responsibilities and the responsibilities of the Directors with
respect to going concern are described in the relevant sections
of this report.
Other information
The other information comprises the information included in the
annual report and accounts, other than the financial statements
and our auditor’s report thereon. The Directors are responsible
for the other information contained within the annual report
and accounts. Our opinion on the financial statements does not
cover the other information and, except to the extent otherwise
explicitly stated in our report, we do not express any form of
assurance conclusion thereon. Our responsibility is to read the
other information and, in doing so, consider whether the other
information is materially inconsistent with the financial statements,
or our knowledge obtained in the course of the audit, or otherwise
appears to be materially misstated. If we identify such material
inconsistencies or apparent material misstatements, we are
required to determine whether this gives rise to a material
misstatement in the financial statements themselves. If, based on
the work we have performed, we conclude that there is a material
misstatement of this other information, we are required to report
that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the
Companies Act 2006
In our opinion, based on the work undertaken in the course of
the audit:
• the information given in the Strategic report and the Directors’
report for the financial year for which the financial statements
are prepared is consistent with the financial statements; and
• the Strategic report and the Directors’ report have been
prepared in accordance with applicable legal requirements.
Matters on which we are required to report by
exception
In the light of the knowledge and understanding of the Group
and the Parent Company and their environment obtained in the
course of the audit, we have not identified material misstatements
in the Strategic report or the Directors’ report.
We have nothing to report in respect of the following matters in
relation to which the Companies Act 2006 requires us to report to
you if, in our opinion:
• adequate accounting records have not been kept by the
Parent Company, or returns adequate for our audit have not
been received from branches not visited by us; or
• the Parent Company financial statements are not in agreement
with the accounting records and returns; or
• certain disclosures of Directors’ remuneration specified by law
are not made; or
• we have not received all the information and explanations we
require for our audit.
Responsibilities of directors
As explained more fully in the Directors’ responsibilities
statement set out on page 50, the Directors are responsible for
the preparation of the financial statements and for being satisfied
that they give a true and fair view, and for such internal control as
the Directors determine is necessary to enable the preparation
of financial statements that are free from material misstatement,
whether due to fraud or error.
In preparing the financial statements, the Directors are
responsible for assessing the Group’s and the Parent Company’s
ability to continue as a going concern, disclosing, as applicable,
matters related to going concern and using the going concern
basis of accounting unless the Directors either intend to liquidate
the Group or the Parent Company or to cease operations, or have
no realistic alternative but to do so.
Independent auditor’s report continued
54
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Financial statements
Empresaria Annual report and accounts 2024
Auditor’s responsibilities for the audit of the
financial statements
Our objectives are to obtain reasonable assurance about whether
the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an
auditor’s report that includes our opinion. Reasonable assurance
is a high level of assurance but is not a guarantee that an audit
conducted in accordance with ISAs (UK) will always detect a
material misstatement when it exists. Misstatements can arise
from fraud or error and are considered material if, individually or
in the aggregate, they could reasonably be expected to influence
the economic decisions of users taken on the basis of these
financial statements.
The extent to which our procedures are capable of detecting
irregularities, including fraud, is detailed below. Irregularities,
including fraud, are instances of non-compliance with laws
and regulations. We design procedures in line with our
responsibilities, outlined above, to detect material misstatements
in respect of irregularities, including fraud.
We obtained a general understanding of the Group’s legal
and regulatory framework through enquiry of management
concerning their understanding of relevant laws and regulations;
the Group’s policies and procedures regarding compliance; and
how they identify, evaluate and account for litigation claims.
We also drew on our existing understanding of the Group’s
industry and regulations. We obtained this understanding through
discussions with Group management, component management
and component auditors.
We understand that the Group complies with the framework
through:
• promoting corporate culture through the use of the Group’s
Code of Conduct, which all Group companies must adhere to;
• updating operating procedures, manuals and internal controls
as legal and regulatory requirements change; and
• for significant components, the Directors’ close involvement
in the day-to-day running of the business, meaning that any
litigation or claims would come to their attention directly.
In the context of the audit, we considered those laws and
regulations which determine the form and content of the financial
statements, which are central to the Group’s ability to conduct its
business, and/or where there is a risk that failure to comply could
result in material penalties. We identified the following laws and
regulations as being of significance in the context of the Group:
• The Companies Act 2006, IFRS (Group) and FRS 102 (Parent
Company) in respect of preparation and presentation of the
financial statements;
• AIM regulations and Market Abuse Regulations;
• Employment legislations; and
• Requirements of UK and overseas tax laws and regulations.
We performed the following specific procedures to gain
evidence about compliance with the significant laws and
regulations above:
• Made inquiries with management as to any legal or regulatory
issues during the year;
• We have reviewed board minutes for evidence of
non-compliance; and
• We have obtained representation from management that they
have disclosed to us all known instances of non-compliance
or suspected non-compliance with laws and regulations.
The senior statutory auditor led a discussion with senior members
of the engagement team regarding the susceptibility of the
entity’s financial statements to material misstatement, including
how fraud might occur. The key areas identified as part of
the discussion were the risk of manipulation of the financial
statements through manual journal entries, incorrect recognition
of revenue particularly around year-end and accounting
estimates such as impairment. These areas were communicated
to the other members of the engagement team who were not
present at the discussion.
The procedures we carried out to gain evidence in the above
areas included:
• testing a sample of revenue transactions to underlying
documentation;
• testing a sample of manual journal entries, selected through
applying specific risk assessments based on the Group’s
processes and controls surrounding manual journal entries; and
• challenging management regarding the assumptions used in
the accounting estimates identified above, and comparison to
market data and post-year-end data as appropriate.
A further description of our responsibilities is available on
the FRC’s website at: www.frc.org.uk/auditorsresponsibilities.
This description forms part of our auditor’s report.
Use of our report
This report is made solely to the Parent Company’s members, as
a body, in accordance with Chapter 3 of Part 16 of the Companies
Act 2006. Our audit work has been undertaken so that we might
state to the Parent Company’s members those matters we
are required to state to them in an auditor’s report and for no
other purpose. To the fullest extent permitted by law, we do not
accept or assume responsibility to anyone other than the Parent
Company and the Parent Company’s members as a body, for our
audit work, for this report, or for the opinions we have formed.
Nicholas Jacques
Senior Statutory Auditor,
for and on behalf of
CLA Evelyn Partners Limited
Statutory Auditor
Chartered Accountants
45 Gresham Street
London
EC2V 7BG
United Kingdom
26 March 2025
Nicholas Jacques (Mar 26, 2025 19:09 GMT)
Nicholas Jacques
Consolidated income statement
for the year ended 31 December 2024
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Empresaria Annual report and accounts 2024
Note
2024
£m
2023
£m
Revenue
4
246.2
250.3
Cost of sales
(195.8)
(192.8)
Net fee income
4
50.4
57.5
Administrative costs
(46.6)
(52.4)
Adjusted operating profit
4
3.8
5.1
Exceptional items
5
(4.1)
(0.6)
Fair value charge on acquisition of non-controlling shares
6
(0.4)
(0.1)
Loss on sale of subsidiaries
7
(0.6)
–
Impairment of goodwill
15
(1.1)
(1.5)
Amortisation of intangible assets identified in business combinations
16
(1.2)
(1.2)
Operating (loss)/profit
8
(3.6)
1.7
Finance income
10
0.8
0.6
Finance costs
10
(2.4)
(2.2)
Net finance costs
10
(1.6)
(1.6)
(Loss)/profit before tax
(5.2)
0.1
Taxation
11
(3.7)
(1.4)
Loss for the year
(8.9)
(1.3)
Attributable to:
Owners of Empresaria Group plc
(10.4)
(2.9)
Non-controlling interests
1.5
1.6
(8.9)
(1.3)
Pence
Pence
Loss per share
Basic
13
(21.2)
(5.9)
Diluted
13
(21.2)
(5.9)
Details of adjusted earnings per share are shown in note 13.
Consolidated statement of comprehensive income
for the year ended 31 December 2024
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2024
£m
2023
£m
Loss for the year
(8.9)
(1.3)
Other comprehensive income
Items that may be reclassified subsequently to the income statement:
Exchange differences on translation of foreign operations
(1.1)
(2.2)
Items that will not be reclassified to the income statement:
Exchange differences on translation of non-controlling interests in foreign operations
(0.3)
(0.4)
Other comprehensive loss for the year
(1.4)
(2.6)
Total comprehensive loss for the year
(10.3)
(3.9)
Attributable to:
Owners of Empresaria Group plc
(11.5)
(5.1)
Non-controlling interests
1.2
1.2
(10.3)
(3.9)
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Consolidated balance sheet
as at 31 December 2024
Note
2024
£m
2023
£m
Non-current assets
Property, plant and equipment
14
1.6
2.4
Right-of-use assets
25
5.9
6.4
Goodwill
15
26.6
29.7
Other intangible assets
16
5.7
6.9
Deferred tax assets
22
4.0
5.7
43.8
51.1
Current assets
Trade and other receivables
18
39.7
43.5
Current tax assets
0.4
1.2
Cash and cash equivalents
17.2
17.1
57.3
61.8
Total assets
101.1
112.9
Current liabilities
Trade and other payables
19
27.8
31.5
Current tax liabilities
1.0
1.3
Borrowings
20
18.5
18.7
Lease liabilities
25
5.0
4.3
52.3
55.8
Non-current liabilities
Borrowings
20
14.0
9.2
Lease liabilities
25
1.2
2.6
Deferred tax liabilities
22
2.2
2.4
17.4
14.2
Total liabilities
69.7
70.0
Net assets
31.4
42.9
Equity
Share capital
23
2.5
2.5
Share premium account
22.4
22.4
Merger reserve
0.9
0.9
Equity reserve
(10.3)
(10.2)
Translation reserve
0.5
1.6
Retained earnings
8.4
19.2
Equity attributable to owners of Empresaria Group plc
24.4
36.4
Non-controlling interests
7.0
6.5
Total equity
31.4
42.9
These consolidated financial statements of Empresaria Group plc, registered number 03743194, were approved by the Board of
Directors and authorised for issue on 26 March 2025.
Signed on behalf of the Board of Directors
Rhona Driggs
Tim Anderson
Chief Executive Officer
Chief Financial Officer
26/03/2025
Rhona Driggs (Mar 26, 2025 18:25 GMT)
26/03/2025
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Consolidated statement of changes in equity
for the year ended 31 December 2024
Equity attributable to owners of Empresaria Group plc
Share
capital
£m
Share
premium
account
£m
Merger
reserve
£m
Equity
reserve
£m
Translation
reserve
£m
Retained
earnings
£m
Total
£m
Non–
controlling
interests
£m
Total
equity
£m
At 31 December 2022
2.5
22.4
0.9
(10.2)
3.8
23.4
42.8
6.2
49.0
(Loss)/profit for the year
–
–
–
–
(2.9)
(2.9)
1.6
(1.3)
Exchange differences on translation of foreign
operations
–
–
–
–
(2.2)
–
(2.2)
(0.4)
(2.6)
Total comprehensive (loss)/income for the year
–
–
–
–
(2.2)
(2.9)
(5.1)
1.2
(3.9)
Dividends paid to owners of Empresaria Group plc
(see note 26)
–
–
–
–
–
(0.7)
(0.7)
–
(0.7)
Dividends paid to non-controlling interests
–
–
–
–
–
–
–
(0.9)
(0.9)
Purchase of own shares in Employee Benefit Trust
–
–
–
–
–
(0.3)
(0.3)
–
(0.3)
Share-based payments (see note 29)
–
–
–
–
–
(0.3)
(0.3)
–
(0.3)
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 (loss)/income for the year
–
–
–
–
(1.1)
(10.4)
(11.5)
1.2
(10.3)
Dividends paid to owners of Empresaria Group plc
(see note 26)
–
–
–
–
–
(0.5)
(0.5)
–
(0.5)
Dividends paid to non-controlling interests
–
–
–
–
–
–
–
(0.8)
(0.8)
Increase in ownership of existing subsidiary
(note 6)
–
–
–
(0.1)
–
–
(0.1)
0.1
–
Share-based payments (see note 29)
–
–
–
–
–
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
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Consolidated cash flow statement
for the year ended 31 December 2024
Note
2024
£m
2023
£m
Loss for the year
(8.9)
(1.3)
Adjustments for:
Depreciation of property, plant and equipment, and software amortisation
14,16
1.5
1.5
Depreciation of right-of-use assets
25
5.3
5.4
Fair value charge on acquisition of non-controlling shares
6
0.4
0.1
Loss on sale of subsidiaries
7
0.6
–
Impairment of goodwill (including £0.4m on closure of operation (2023: £nil))
15
1.5
1.5
Amortisation of intangible assets identified in business combinations
16
1.2
1.2
Share-based payments
29
0.1
(0.3)
Net finance costs
10
1.6
1.6
Taxation
11
3.7
1.4
7.0
11.1
Decrease in trade and other receivables
(0.2)
0.2
Decrease in trade and other payables
(0.9)
(0.4)
Cash generated from operations
5.9
10.9
Finance costs paid
(2.4)
(2.2)
Income taxes paid
(2.1)
(3.2)
Net cash inflow from operating activities
1.4
5.5
Cash flows from investing activities
Purchase of property, plant and equipment, and software
(0.8)
(1.4)
Cash received on sale of subsidiaries (net of £0.9m cash in the subsidiaries on sale (2023: £nil))
–
–
Finance income received
0.8
0.6
Net cash outflow from investing activities
–
(0.8)
Cash flows from financing activities
Decrease in overdrafts
(0.6)
(1.7)
Proceeds from bank loans
5.2
1.0
Repayment of bank loans
(0.1)
(0.4)
Increase/(decrease) in invoice financing
1.4
(0.3)
Payment of obligations under leases
(5.3)
(5.4)
Purchase of shares in existing subsidiaries
(0.2)
(0.1)
Purchase of own shares in Employee Benefit Trust
–
(0.3)
Dividends paid to owners of Empresaria Group plc
(0.5)
(0.7)
Dividends paid to non-controlling interests
(0.8)
(0.9)
Net cash outflow from financing activities
(0.9)
(8.8)
Net increase/(decrease) in cash and cash equivalents
0.5
(4.1)
Foreign exchange movements
(0.4)
(1.1)
Cash and cash equivalents at beginning of the year
17.1
22.3
Cash and cash equivalents at end of the year
17.2
17.1
2024
£m
2023
£m
Bank overdrafts at beginning of the year
(15.2)
(17.1)
Decrease in the year
0.6
1.7
Foreign exchange movements
0.3
0.2
Bank overdrafts at end of the year
20
(14.3)
(15.2)
Cash, cash equivalents and bank overdrafts at end of the year
2.9
1.9
Notes to the consolidated financial statements
1 Basis of preparation and general information
Empresaria Group plc (the ‘Company’) is a company incorporated in the United Kingdom under the Companies Act 2006. The address
of the registered office is Old Church House, Sandy Lane, Crawley Down, Crawley, West Sussex, RH10 4HS. Its company registration
number is 03743194.
The consolidated financial statements are for the year ended 31 December 2024. The financial statements have been prepared in
accordance with UK-adopted International Accounting Standards, and therefore the Group financial statements comply with AIM rules.
The financial statements have been prepared under the historical cost convention as modified by the revaluation of certain financial
assets and liabilities at fair value. The measurement bases and principal accounting policies of the Group are set out below.
These consolidated financial statements are presented in Pounds Sterling (£), rounded to £0.1m unless otherwise stated, because that
is the presentational currency of the Group. Foreign operations are included in accordance with the policies set out in note 2.
Changes in accounting policies
Adoption of new and revised standards and interpretations
In the current year, the following new and revised standards have been adopted:
Amendments to IAS 1
Classification of Liabilities as Current or Non-current
Amendments to IAS 7 and IFRS 7
Supplier Finance Arrangements
Amendment to IFRS 16
Lease Liability in a Sale and Leaseback
Amendments to IFRS 9 and IFRS 7
Classification and Measurement of Financial Instruments
These did not have a significant impact on the consolidated financial statements.
Standards and Interpretations in issue but not yet effective
At the date of authorisation of these financial statements, the following standards and interpretations which have not been applied in
these financial statements were in issue but not yet effective:
Amendments to IAS 21
Lack of Exchangeability
Amendments to IFRS 10 and IAS 28
Sale or Contribution of Assets between an Investor and its Associate or Joint Venture
IFRS 18
Presentation and Disclosure in Financial Statements
IFRS 19
Subsidiaries without Public Accountability Disclosures
IFRS S1 and S2
Sustainability and Climate-related Disclosures
The Group does not expect these to have a significant impact on the consolidated financial statements. This list excludes any standards
or amendments which are expected to have no relevance to the Group.
Going concern
The Group’s activities are funded by a combination of long-term equity capital and bank facilities, primarily a revolving credit facility,
overdrafts and invoice financing. The Board has reviewed the Group’s profit and cash flow projections including the impact of its
accelerated strategy which is expected to substantially reduce the Group’s net debt position over time. A downside scenario has
been reviewed in order to stress-test the Group’s financial position. This scenario assumes implementation of the Group’s accelerated
strategy is delayed and that this is combined with the continuation of challenging market conditions and a failure to deliver operational
improvements such that adjusted operating profit in 2025 is 15% below Company compiled analyst consensus (as at 26 March 2025)
and that no growth is seen in 2026. While the Directors consider this scenario to be possible, they believe it is more pessimistic than
a reasonable worst-case scenario, given the expectation of delivery of the Group’s accelerated strategy and current trading and
market forecasts.
These projections demonstrate that the Group expects to meet its obligations as they fall due through the use of existing facilities and
to continue to meet its covenant requirements. At 31 December 2024, the Group had drawn facilities of £32.5m and undrawn facilities
(excluding invoice financing) of £4.1m. In March 2025, the Group’s £15m revolving credit facility, set to expire in March 2026, was
extended for a further 6 months to September 2026 with the covenant requirements also being eased as discussed in more detail in
the Finance review on page 25. The Group’s main overdraft facilities are with our primary banker and based on informal discussions the
Board has had with its lenders, we have no reason to believe that these or equivalent facilities will not continue to be available to the
Group for the foreseeable future.
As a result, the Directors consider it appropriate to continue to prepare the financial statements on a going concern basis.
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2 Material accounting policy information
Basis of consolidation
The Group financial statements consolidate those of the Company and all of its subsidiaries, including the Empresaria Employee
Benefit Trust (‘EBT’), from the date on which the Group obtains control and cease to be consolidated from the date on which the Group
no longer has control.
Control is achieved when the Group has all of the following:
• power over the investee;
• exposure, or has rights, to variable return from its involvement with the investee; and
• the ability to use its power to affect its returns.
Intragroup transactions and profits are eliminated fully on consolidation. Amounts reported in the financial statements of subsidiaries
have been adjusted where necessary to ensure consistency with the accounting policies adopted by the Group.
The results of subsidiaries acquired or disposed of during the year are included in the consolidated income statement from the
effective date of acquisition or up to the effective date of disposal, as appropriate.
Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the Group’s equity therein.
Non‑controlling interest consists of the amount of those interests at the date of the original business combination and the
non‑controlling interest’s share of changes in equity since the date of the combination, taking into account any restrictions
on non‑controlling interests. Total comprehensive income is attributed to non-controlling interests even if this results in the
non‑controlling interest having a deficit balance.
Changes in the Group’s interests in subsidiaries that do not result in a loss of control are accounted for as equity transactions. The
carrying amount of the Group’s interests and the non-controlling interests are adjusted to reflect the changes in their relative interests
in the subsidiaries. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the
consideration paid or received is recognised directly in equity and attributed to the owners of the Company.
Business combinations
The acquisition of subsidiaries is accounted for using the acquisition method. The cost of the acquisition is measured at the aggregate
of the fair value, at the date of exchange, of assets given, liabilities incurred or assumed, and equity instruments issued by the Group
in exchange for control of the acquiree. Acquisition related costs are recognised in profit or loss as incurred. Where applicable, the
consideration for the acquisition includes any asset or liability resulting from a contingent consideration arrangement, measured at its
acquisition date fair value. Subsequent changes in such fair values are adjusted against the cost of acquisition where they qualify as
measurement period adjustments. The measurement period is the period from the date of acquisition to the date the Group obtains
complete information about facts and circumstances that existed as at the acquisition date and is a maximum of one year. All other
subsequent changes in the fair value of contingent consideration classified as an asset or liability are recognised in the income
statement. Consideration linked to post‑combination employee services is identified separately from the business combination.
Payment for these services is accounted for as post-acquisition remuneration separately from the acquisition accounting.
The acquiree’s identifiable assets, liabilities and contingent liabilities that meet the conditions for recognition are recognised at their fair
value at the acquisition date, except for deferred tax assets and liabilities or assets related to employee benefit arrangements which
are recognised and measured in accordance with IAS 12 Income Taxes and IAS 19 Employee Benefits, respectively.
Any non-controlling interest at acquisition is assessed as the proportionate share in the recognised amounts of the acquiree’s
identifiable net assets.
Management equity
In applying the Group’s management equity philosophy, subsidiary management may be offered the opportunity to acquire shares
in the subsidiary that they are responsible for, at market value. There are no services supplied by any employee in relation to this
purchase of the shares in the subsidiary. After an agreed period, management may offer to sell the shares back to the Company.
The Company does not have any obligation to acquire these shares.
If amounts are paid for non-controlling interests in a subsidiary that exceed the fair value of the equity acquired, this excess amount is
charged to the income statement.
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Notes to the consolidated financial statements continued
Goodwill
Goodwill arising on a business combination is recognised as an asset at the date that control is acquired and is stated after separating
out identifiable intangible assets. Goodwill represents the excess of acquisition cost over the fair value of the Group’s share of the
identifiable net assets of the acquired subsidiary at the date of acquisition.
Goodwill is allocated to cash-generating units or groups of cash-generating units that are expected to benefit from the synergies
of the combination. Goodwill may subsequently be reallocated if there are reorganisations to reporting structures that change the
composition of one or more cash-generating units to which goodwill has been allocated.
Goodwill is not amortised but is tested at least annually for impairment. If the recoverable amount of the cash-generating unit or group
of cash-generating units is less than the carrying amount of the unit or group of units, the impairment loss is first allocated against
goodwill and then to the other assets of the unit or group of units on a pro rata basis. An impairment loss recognised for goodwill is not
reversed in a subsequent period.
On disposal of a subsidiary, the attributable goodwill is included in the calculation of profit or loss on disposal.
Goodwill arising on acquisitions before the date of transition to IFRS (1 January 2006) has been retained at the previous UK GAAP
carrying amount.
Intangible assets
An intangible asset, which is an identifiable, non-monetary asset without physical substance, is recognised to the extent that it
is probable that the expected future economic benefits attributable to the asset will flow to the Group and that its cost can be
measured reliably.
Intangible assets that are acquired separately are carried at cost less accumulated amortisation and accumulated impairment losses.
Amortisation is recognised on a straight-line basis over their estimated useful life. The estimated useful life and amortisation method
are reviewed at the end of each reporting period, with any changes being accounted for on a prospective basis.
Intangible assets acquired in a business combination and recognised separately from goodwill are initially recognised at their fair
value at the acquisition date (regarded as their cost). They are subsequently reported at cost less accumulated amortisation and
accumulated impairment on the same basis as intangible assets acquired separately.
Amortisation is charged to the income statement and calculated using the straight-line method over its estimated useful life as follows:
Customer relationships
up to 15 years
Trademarks
up to 15 years
Software
up to five years
Exceptional items
Exceptional items are those items that in the Directors’ view are required to be separately disclosed by virtue of their size, nature
or incidence. Adjusted operating profit, adjusted profit before tax and adjusted earnings are considered to be key measures in
understanding the Group’s financial performance and exclude exceptional items.
Property, plant and equipment
Property, plant and equipment is stated at historical cost, net of accumulated depreciation and any recognised impairment losses.
Depreciation is calculated using the straight-line method to write off the cost or valuation of the assets less their residual values over
their useful lives as follows:
Leasehold property
over the term of the lease up to a maximum of ten years
Fixtures, fittings and equipment
up to five years
Motor vehicles
up to five years
The estimated useful lives, residual values and depreciation method are reviewed at the end of each reporting period, with any
changes accounted for on a prospective basis.
Gains and losses on disposals are determined by comparing proceeds with carrying amounts. These are included in administrative
costs in the income statement.
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Impairment (excluding goodwill)
The carrying amounts of the Group’s tangible and intangible assets are reviewed at the end of each reporting period for any
indication of impairment. An impairment loss is recognised in the income statement whenever the carrying amount of an asset or its
cash‑generating unit exceeds its recoverable amount.
Where an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised estimate of its
recoverable amount, such that it does not exceed the carrying amount that would have existed had no impairment loss been
recognised. The reversal of the impairment loss is recognised in profit or loss.
In respect of financial assets, other than those at fair value through profit or loss, a loss allowance for expected credit losses is
determined at the end of each reporting period. Details of the expected credit loss model can be found in note 24.
Borrowing costs
Interest costs are recognised as an expense in the period in which they are incurred. Facility arrangement fees incurred in respect of
borrowings are amortised over the term of the agreement.
Cash and cash equivalents
Cash and cash equivalents comprise cash-in-hand, deposits held at call with banks and other short-term highly liquid investments with
original maturities of three months or less. Bank overdrafts are included within the balance sheet in current liabilities as borrowings
except where there is a right of offset in which case they are netted against the relevant cash balances.
Invoice financing
The Group’s operating activities in the UK, Chile and Peru are part-funded by invoice financing facilities. The debt provider has full
recourse to the Group for any irrecoverable debt; these debts are presented within current borrowings and the asset due from the
client in current assets in the Group’s balance sheet. Movements in the invoice finance balance are shown within financing activities in
the Group’s cash flow statement.
Interest charges on invoice financing are included in finance costs and service charges are included in administrative costs in the
Group’s income statement.
Financial assets
Financial assets are divided into the following categories:
• financial assets at fair value through profit or loss; and
• amortised cost.
The Group does not have material derivative financial instruments.
Fair value through profit or loss
Forward currency contracts and contingent consideration are held in the balance sheet at fair value with changes in the fair value being
recorded through the income statement and are classified as financial instruments at fair value through profit or loss.
Amortised cost
Assets accounted for at amortised cost are initially recorded at fair value and subsequently measured at amortised cost. For trade
receivables, amortised cost includes an allowance for expected credit losses. This is assessed by grouping assets into categories
with similar risk profiles and applying a provision matrix to each of these which is assessed by reference to past default experience
and various other sources of actual and forecast economic information. Trade receivables are only written off once the potential of
collection is considered to be nil and any local requirements, such as regarding sales taxes, are met.
Financial liabilities
The Group’s financial liabilities include borrowings and trade and other payables (including finance lease liabilities). They are
recognised initially at fair value, net of transaction costs, and are subsequently measured at amortised cost using the effective
interest method.
Financial liabilities are recognised when the Group becomes a party to the contractual agreements of the instrument.
All interest‑related charges and, if applicable, changes in the instrument’s fair value that are reported in the profit or loss are included in
the income statement line items: finance costs or finance income.
Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least
12 months after the balance sheet date.
Trade and other payables are initially stated at fair value and subsequently measured at amortised cost.
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Revenue
Revenue comprises the fair value of the consideration received or receivable for the sale of services provided in the ordinary course of
the Group’s activities. Revenue is shown net of value added tax, trade discounts, rebates and other sales-related taxes.
Permanent placement revenue is recognised at the point when the candidate commences employment. Temporary and contract
revenue is recognised over time on the basis of actual work performed in the relevant period based on timesheets submitted. Revenue
from offshore services is recognised over time as the services are delivered.
Where the services have been performed, but the invoice is issued after the reporting date, revenue is accrued and recognised as an
asset on the balance sheet as accrued income.
In situations where the Group is the principal in the transaction, the transactions are recorded gross in the income statement. When the
Group acts as an agent, revenues are reported on a net basis.
In certain circumstances a client may be entitled to a replacement hire or refund if a candidate that has been placed leaves the role
within a certain time period. Revenue is recognised based on the most likely amount of revenue to be received, taking account of all
available information including historical, current and forecast.
Net fee income
Net fee income is equal to revenue less cost of sales. Cost of sales includes the remuneration cost of temporary and contract workers
and the cost of staff directly providing offshore services. For permanent placements, net fee income is typically equal to revenue with
only limited costs of sales in some cases.
Employee benefits
Retirement benefit costs
Payments made to defined contribution retirement benefit schemes are charged to the income statement as they fall due.
Share-based payments
The Group issues equity-settled share-based payments to senior management, which are measured at fair value (excluding the effect
of non-market-based vesting conditions) at the date of grant and expensed on a straight-line basis over the vesting period, based on
the Group’s estimate of shares that will eventually vest and adjusted for the effect of non-market-based vesting conditions.
The fair value of the options granted is measured using a Monte Carlo simulation model and Black-Scholes model, taking into account
the terms and conditions upon which the options were granted.
The Group sometimes acquires shares and transfers these to an Employee Benefit Trust (‘EBT’) to partly meet the obligation to provide
shares when employees exercise their options or awards. Costs of running the EBT are charged to the income statement. Shares held
by the EBT are deducted from retained earnings.
Leases
All leases are accounted for by recognising a right-of-use asset and a lease liability except for short-term leases for office equipment
(lease term of 12 months or less) and leases of low value assets (less than £5,000). For those leases the Group has opted to recognise
a lease expense on a straight-line basis.
The Group determines the lease term as the non-cancellable term of the lease, together with any periods covered by an option to
extend the lease if it is reasonably certain to be exercised, or any periods covered by an option to terminate the lease, if it is reasonably
certain not to be exercised.
Lease liabilities are measured at the present value of the contractual payments due to the lessor over the lease term, with the discount
rate determined by reference to the rate inherent in the lease unless (as is typically the case) this is not readily determinable, in which
case the Group’s incremental borrowing rate on commencement of the lease is used.
Right-of-use assets are initially measured at the amount of the lease liability, reduced for any lease incentives received, and
increased for:
• lease payments made at or before commencement of the lease;
• initial direct costs incurred; and
• the amount of any provision recognised where the Group is contractually required to dismantle, remove or restore the leased asset
(typically leasehold dilapidations).
Subsequent to initial measurement lease liabilities increase as a result of interest charged at a constant rate on the balance
outstanding and are reduced for lease payments made. Right-of-use assets are depreciated on a straight-line basis over the remaining
term of the lease.
When the Group revises its estimate of the term of any lease (for example, it reassesses the probability of a lessee extension or
termination option being exercised), it adjusts the carrying amount of the lease liability to reflect the payments over the revised term,
which are discounted using a revised discount rate. An equivalent adjustment is made to the carrying value of the right-of-use asset,
with the revised carrying amount being depreciated over the revised remaining lease term.
Notes to the consolidated financial statements continued
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Forward contract for foreign currencies
Forward currency contracts are stated at fair value, with any gains or losses arising on remeasurement recognised in profit or loss.
Taxation
Current tax
Current tax assets and liabilities for the current and prior years are measured at the amount expected to be recovered from or paid
to the taxation authorities. The tax rates and the tax laws used to compute the amount are those that are enacted or substantively
enacted by the balance sheet date.
Deferred tax
Deferred income tax is provided, using the liability method, on temporary differences at the balance sheet date between the tax bases
of assets and liabilities and their carrying amounts for financial reporting purposes.
Deferred income tax liabilities are recognised for all taxable temporary differences, except:
• where the deferred income tax liability arises from the initial recognition of goodwill or of an asset or liability in a transaction that is
not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; and
• in respect of taxable temporary differences associated with investments in subsidiaries, where the timing of the reversal of the
temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future.
Deferred income tax assets are recognised on an undiscounted basis for all deductible temporary differences, carry forward of unused
tax credits and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible
temporary differences and the carry-forward of unused tax credits and unused tax losses can be utilised except:
• where the deferred income tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or
liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor
taxable profit or loss; and
• in respect of deductible temporary differences associated with investments in subsidiaries, deferred tax assets are recognised
only to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profit will be
available against which the temporary differences can be utilised.
The carrying amount of deferred income tax assets is reviewed at each balance sheet date and reduced to the extent that it is
no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilised.
Unrecognised deferred income tax assets are reassessed at each balance sheet date and are recognised to the extent that it has
become probable that future taxable profit will allow the deferred tax asset to be recovered.
Changes in deferred tax assets or liabilities are recognised as a component of tax expense in the income statement, except where they
relate to items that are charged or credited directly to equity, in which case the related deferred tax is also charged or credited directly
to equity.
Foreign currencies
(i) Functional and presentational currency
Items included in the individual financial statements of each Group company are measured using the individual currency of the primary
economic environment in which that subsidiary operates (its ‘functional currency’). The consolidated financial statements are presented
in Pounds Sterling, which is the Company’s functional and presentational currency.
(ii) Transactions and balances
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the
transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at
period‑end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the income
statement. Exchange differences on monetary items receivable from or payable to a foreign operation for which settlement is neither
planned nor likely to occur (therefore forming part of the net investment in the foreign operation) are recognised initially in other
comprehensive income. These exchange differences are reclassified from equity to profit or loss on disposal or partial disposal of the
net investment.
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(iii) Group companies
The results and financial position of Group companies (none of which has the currency of a hyper-inflationary economy) that have a
functional currency different from the Company’s presentation currency are translated into the presentation currency as follows:
• assets and liabilities for each balance sheet presented are translated at the closing rate at the date of that balance sheet;
• income and expenses for each income statement are translated at average exchange rates (unless this average is not a reasonable
approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are
translated at the dates of the transactions); and
• all resulting exchange differences are recognised as a separate component of equity within the translation reserve.
(iv) Net investments in foreign operations
Any gain or loss on retranslation of intercompany amounts considered to be part of a net investment, is recognised in equity in the
foreign currency translation reserve.
Equity
Equity comprises the following:
• Share capital represents the nominal value of equity shares.
• Share premium account represents the excess over nominal value of the fair value of consideration received for equity shares, net
of expenses of the share issue.
• Merger reserve relates to premiums arising on shares issued subject to the provisions of section 612 Merger relief of the Companies
Act 2006.
• Equity reserve represents movement in equity due to acquisition of non-controlling interests under IFRS 3 Business Combinations.
• Translation reserve includes the exchange differences arising from the translation of the financial statements of foreign subsidiaries
and the exchange differences on intercompany loans where these are treated as a net investment in foreign operations.
• Retained earnings represents accumulated profits less distributions and income/expense recognised in equity.
• Non-controlling interest represents equity in a subsidiary not attributable, directly or indirectly, to the Group.
3 Critical accounting judgements and key sources of estimation uncertainty
In applying the Group’s accounting policies, the Directors are required to make judgements, estimates and assumptions about the
carrying values of certain assets and liabilities. These estimates and judgements are continually evaluated and are based on historical
experience and other relevant factors. Actual results may differ from these estimates.
Critical judgements in applying the Group’s accounting policies
The following are the critical judgements that the Directors have made in applying the Group’s accounting policies:
Leases
Under IFRS 16 Leases the key areas of judgement are lease length, including whether or not break clauses are expected to be
exercised, and the identification of the appropriate discount rate. Disclosures related to leases are provided in note 25.
Key sources of estimation uncertainty
The key sources of estimation uncertainty at the reporting date are discussed below:
Impairment of goodwill
The Group tests goodwill for impairment at least annually. The recoverable amount is determined based on value-in-use calculations.
This method requires the estimation of future cash flows and the assessment of a suitable discount rate in order to calculate their
present value. Details of the impairment review calculation and sensitivities are set out in note 15.
Notes to the consolidated financial statements continued
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4 Segment and revenue analysis
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 based on the Group’s four regions.
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:
2024
2023
Revenue
£m
Net fee
income
£m
Adjusted
operating
profit/(loss)
£m
Revenue
£m
Net fee
income
£m
Adjusted
operating
profit/(loss)
£m
UK & Europe
112.7
22.7
2.7
116.8
24.9
3.0
APAC
45.5
10.1
(0.7)
51.9
13.6
(0.8)
Americas
62.2
6.0
0.1
55.9
6.1
(0.9)
Offshore Services
26.9
12.7
5.8
26.9
14.0
7.5
Central costs
–
–
(4.1)
–
–
(3.7)
Intragroup eliminations
(1.1)
(1.1)
–
(1.2)
(1.1)
–
246.2
50.4
3.8
250.3
57.5
5.1
All revenue is from transactions with external clients with the exception of Offshore Services where £25.8m (2023: £25.8m) relates to
external clients and £1.1m (2023: £1.1m) relates to transactions with other regions, and APAC where £45.5m (2023: £51.8m) relates to
external clients and £nil (2023: £0.1 m) relates to transactions with other regions.
Revenue of UK & Europe includes £65.5m (2023: £61.4m) from Germany and £35.6m (2023: £37.5m) from the UK.
In the current year and prior year no individual client exceeded 10% of the Group’s revenue.
In 2024, impairment of goodwill of £1.1m was recognised in the Americas region (see note 15) and £0.4m was recognised on the closure
of an operation in the APAC region. In 2023, impairment of goodwill of £1.5m was recognised in the UK & Europe region (see note 15).
The analysis of the Group’s revenue and net fee income by client destination is set out below:
2024
2023
Revenue
£m
Net fee
income
£m
Revenue
£m
Net fee
income
£m
UK & Europe
132.4
29.5
136.7
32.1
APAC
37.5
10.5
43.4
13.8
Americas
72.9
11.2
67.4
12.5
India
1.7
0.1
0.9
–
Africa
2.8
0.2
3.1
0.2
Intragroup eliminations
(1.1)
(1.1)
(1.2)
(1.1)
246.2
50.4
250.3
57.5
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The following segmental analysis by region and service type has been provided in line with the requirements of IFRS 15:
2024
2023
Revenue
Permanent
£m
Temporary
and
contract
£m
Offshore
services
£m
Total
£m
Permanent
£m
Temporary
and
contract
£m
Offshore
services
£m
Total
£m
UK & Europe
5.3
107.4
–
112.7
6.2
110.6
–
116.8
APAC
6.4
39.1
–
45.5
8.8
43.1
–
51.9
Americas
0.6
61.6
–
62.2
1.6
54.3
–
55.9
Offshore Services
–
1.5
25.4
26.9
–
0.9
26.0
26.9
Intragroup eliminations
–
–
(1.1)
(1.1)
–
(0.1)
(1.1)
(1.2)
12.3
209.6
24.3
246.2
16.6
208.8
24.9
250.3
2024
2023
Net fee income
Permanent
£m
Temporary
and
contract
£m
Offshore
services
£m
Total
£m
Permanent
£m
Temporary
and
contract
£m
Offshore
services
£m
Total
£m
UK & Europe
5.3
17.4
–
22.7
6.2
18.7
–
24.9
APAC
6.1
4.0
–
10.1
8.8
4.8
–
13.6
Americas
0.6
5.4
–
6.0
1.6
4.5
–
6.1
Offshore Services
–
–
12.7
12.7
–
–
14.0
14.0
Intragroup eliminations
–
–
(1.1)
(1.1)
–
–
(1.1)
(1.1)
12.0
26.8
11.6
50.4
16.6
28.0
12.9
57.5
5 Exceptional items
Exceptional items are those items that in the Directors’ view are required to be separately disclosed by virtue of their size, nature or
incidence. Adjusted operating profit, adjusted profit before tax and adjusted earnings per share are considered to be key measures in
understanding the Group’s financial performance and exclude exceptional items.
2024
£m
2023
£m
Closure of Vietnam operation
(0.1)
0.3
Closure of Australian operation
0.2
–
Closure of China operation (including impairment of goodwill of £0.4m)
0.6
–
Exceptional bad debt expense
3.2
–
Restructure of senior management
0.2
0.3
4.1
0.6
Exceptional items are discussed in more detail in the Finance review on page 23.
6 Shares acquired in existing subsidiaries
2024
In 2024, a number of small shareholdings were acquired from management during the year for £0.4m. These shareholdings were not
accounted for as non-controlling interests and the £0.4m cost has been recognised in the income statement as fair value charge on
acquisition of non-controlling shares in line with the accounting policy set out in note 2.
During 2024, the Group increased its relative investment in Rishworth Holdco Limited from 90% to 95%. This is reflected in the
consolidated statement of changes in equity as a £0.1m transfer between non-controlling interests and the equity reserve.
2023
In 2023, a number of small shareholdings were acquired from management during the year for £0.1m. These shareholdings were not
accounted for as non-controlling interests and the £0.1m cost has been recognised in the income statement as fair value charge on
acquisition of non-controlling shares in line with the accounting policy set out in note 2.
Notes to the consolidated financial statements continued
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7 Loss on sale of subsidiaries
During 2024, the Group sold three subsidiaries, resulting in a total loss on disposal of £0.6m (2023: £nil). Aggregate consideration
was £1.0m, and the Group’s consolidated balance sheet included total assets of £3.5m and total liabilities of £1.9m at the date of the
disposals. The assets sold included cash and cash equivalents of £1.0m and liabilities included borrowings of £0.7m. These disposals
did not meet the criteria for classification as discontinued operations under IFRS 5.
8 Operating (loss)/profit
Operating (loss)/profit is stated after charging/(crediting):
2024
£m
2023
£m
Depreciation of property, plant and equipment
1.3
1.3
Depreciation of right-of-use assets
5.3
5.4
Amortisation of intangible assets identified in business combinations
1.2
1.2
Amortisation of software
0.2
0.2
Impairment of goodwill (including £0.4m on closure of operation (2023: £nil))
1.5
1.5
Net foreign exchange loss
0.2
–
Share-based payments
0.1
(0.3)
Impairment of trade receivables
3.2
0.3
Auditor’s remuneration
0.5
0.4
The analysis of auditor’s remuneration is as follows:
2024
£000
2023
£000
Fees payable to the Company's auditor and its associates for:
The audit of the Parent Company and the consolidated financial statements
185
149
The audit of subsidiary financial statements pursuant to legislation
27
76
Other audit services
70
25
Fees payable to other auditors
The audit of subsidiary financial statements pursuant to legislation
143
146
Other audit services
30
31
455
427
9 Directors and employees
2024
£m
2023
£m
Staff costs
Wages and salaries
36.0
38.3
Social security costs
3.0
4.1
Pension costs
0.5
0.7
Share-based payments
0.1
(0.3)
39.6
42.8
Staff costs include amounts included within cost of sales of £9.7m (2023: £9.1m).
Details of Directors’ remuneration are given on pages 45 to 47.
2024
No.
2023
No.
Average monthly number of persons employed – sales and administration
3,070
3,281
Number of persons employed as at 31 December – sales and administration
3,129
3,150
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10 Finance income and costs
2024
£m
2023
£m
Finance income
Bank interest receivable
0.8
0.6
0.8
0.6
Finance costs
Invoice financing
(0.2)
(0.3)
Bank loans and overdrafts
(1.8)
(1.6)
Interest on lease liabilities
(0.4)
(0.3)
(2.4)
(2.2)
Net finance costs
(1.6)
(1.6)
11 Taxation
(a) The tax expense for the year is as follows:
2024
£m
2023
£m
Current tax
Current year income tax expense
2.2
2.9
Adjustments in respect of prior years
0.2
–
Total current tax expense
2.4
2.9
Deferred tax
On origination and reversal of temporary differences
(2.1)
(1.1)
Relating to changes in tax rates
–
(0.1)
Recognition of previously unrecognised tax losses
(0.1)
(0.3)
Exceptional write down of deferred tax assets related to losses
3.7
–
Adjustments in respect of prior years
(0.2)
–
Total deferred tax expense/(credit)
1.3
(1.5)
Total income tax expense in the income statement
3.7
1.4
(b) Factors affecting the income tax expense for the year
The table below explains the differences between the expected income tax expense and the Group’s actual income tax expense for the year.
The expected income tax expense is assessed by applying the local tax rates to the profits in each business and aggregating these amounts.
2024
£m
2023
£m
(Loss)/profit before taxation
(5.2)
0.1
Tax at the relevant local rates
(1.5)
0.2
Effects of:
Expenses not deductible for tax purposes
0.2
0.1
Expenses with enhanced deduction for tax purposes
(0.1)
(0.1)
Impairment of goodwill not deductible for tax purposes
0.3
0.3
Impairment of goodwill on closure of operation not deductible for tax purposes
0.1
–
Loss on sale of subsidiaries not deductible for tax purposes
0.1
–
Impact of change in tax rate on deferred tax assets
–
(0.1)
Current year losses not recognised for tax purposes
0.7
0.9
Prior year losses recognised for tax purposes
(0.1)
(0.3)
Exceptional write down of deferred tax assets related to losses
3.7
–
Overseas withholding tax suffered
0.3
0.3
Deferred tax on unremitted overseas earnings
–
0.1
Tax expense
3.7
1.4
The movements in deferred tax are explained in note 22.
No tax was recognised in other comprehensive income (2023: £nil).
Notes to the consolidated financial statements continued
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12 Reconciliation of adjusted profit before tax from (loss)/profit before tax
2024
£m
2023
£m
(Loss)/profit before tax
(5.2)
0.1
Exceptional items
4.1
0.6
Fair value charge on acquisition of non-controlling shares
0.4
0.1
Loss on sale of subsidiaries
0.6
–
Impairment of goodwill
1.1
1.5
Amortisation of intangible assets identified in business combinations
1.2
1.2
Adjusted profit before tax
2.2
3.5
13 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 2024 and 2023
these are all related to share options and further details can be found in note 29 and the Directors’ remuneration report on pages 45
to 47. 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.
2024
£m
2023
£m
Losses attributable to owners of Empresaria Group plc
(10.4)
(2.9)
Adjustments:
Exceptional items
4.1
0.6
Fair value charge on acquisition of non-controlling shares
0.4
0.1
Loss on sale of subsidiaries
0.6
–
Impairment of goodwill
1.1
1.5
Amortisation of intangible assets identified in business combinations
1.2
1.2
Tax on the above
(1.2)
(0.2)
Exceptional write down of deferred tax assets related to losses
3.7
–
Adjusted (losses)/earnings
(0.5)
0.3
Number of shares
Millions
Millions
Weighted average number of shares – basic
49.1
49.1
Dilution effect of share options
2.0
0.7
Weighted average number of shares – diluted
51.1
49.8
Losses per share
Pence
Pence
Basic
(21.2)
(5.9)
Dilution effect of share options
–
–
Diluted
(21.2)
(5.9)
Adjusted (losses)/earnings per share
Pence
Pence
Basic
(1.0)
0.6
Dilution effect of share options
–
–
Diluted
(1.0)
0.6
In 2024 and 2023, all share options were antidilutive for the purpose of assessing diluted earnings per share in accordance with IAS 33
Earnings Per Share. As such, diluted earnings per share and basic earnings per share were equal. As these options are nil-cost options
these were reflected as dilutive in assessing adjusted, diluted earnings per share presented above.
The weighted average number of shares (basic) has been calculated as the weighted average number of shares in issue during the
year plus the 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.
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14 Property, plant and equipment
2024
Leasehold
improvements
£m
Fixtures,
fittings and
equipment
£m
Motor
vehicles
£m
Total
£m
Cost
At 1 January
1.5
7.6
0.3
9.4
Additions
–
0.6
–
0.6
Disposals
–
(0.1)
–
(0.1)
Sale of subsidiaries
(0.1)
(0.1)
–
(0.2)
Foreign exchange movements
–
(0.2)
–
(0.2)
At 31 December
1.4
7.8
0.3
9.5
Accumulated depreciation
At 1 January
1.3
5.6
0.1
7.0
Charge for the year
0.1
1.1
0.1
1.3
Disposals
–
(0.1)
–
(0.1)
Sale of subsidiaries
(0.1)
(0.1)
–
(0.2)
Foreign exchange movements
–
(0.1)
–
(0.1)
At 31 December
1.3
6.4
0.2
7.9
Net book value
At 31 December 2023
0.2
2.0
0.2
2.4
At 31 December 2024
0.1
1.4
0.1
1.6
2023
Leasehold
improvements
£m
Fixtures,
fittings and
equipment
£m
Motor
vehicles
£m
Total
£m
Cost
At 1 January
1.7
7.8
0.2
9.7
Additions
0.1
0.8
0.1
1.0
Disposals
(0.2)
(0.7)
–
(0.9)
Foreign exchange movements
(0.1)
(0.3)
–
(0.4)
At 31 December
1.5
7.6
0.3
9.4
Accumulated depreciation
At 1 January
1.2
5.5
0.2
6.9
Charge for the year
0.2
1.1
–
1.3
Disposals
(0.1)
(0.7)
(0.1)
(0.9)
Foreign exchange movements
–
(0.3)
–
(0.3)
At 31 December
1.3
5.6
0.1
7.0
Net book value
At 31 December 2022
0.5
2.3
–
2.8
At 31 December 2023
0.2
2.0
0.2
2.4
Notes to the consolidated financial statements continued
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15 Goodwill
2024
£m
2023
£m
At 1 January
29.7
31.9
Impairment on closure of operation
(0.4)
–
Sale of subsidiaries
(0.9)
–
Impairment charge
(1.1)
(1.5)
Foreign exchange movements
(0.7)
(0.7)
At 31 December
26.6
29.7
Goodwill is reviewed and tested for impairment on an annual basis or more frequently if there is an indication that goodwill might be
impaired. Goodwill has been tested for impairment by comparing the carrying amount of the group of cash-generating units (‘CGUs’)
the goodwill has been allocated to, with the recoverable amount of those CGUs. The recoverable amount of each group of CGUs is
considered to be its value in use. The key assumptions in assessing value in use are as follows:
Operating profit and pre-tax cash flows
The operating profit and pre-tax cash flows are based on the 2025 budgets approved by the Group’s Board and three year plan
forecasts produced for each operation. These forecasts are extrapolated using long-term growth rates based on IMF GDP growth
forecasts for each specific market. GDP growth is a key driver of our business and is therefore an appropriate assumption in developing
long-term assumptions. These cash flows are discounted to present value to assess the value in use.
Discount rates
The pre-tax, country-specific rates used to discount the forecast cash flows range from 12.7% to 17.7% (2023: 13.0% to 18.5%) reflecting
current local market assessments of the time value of money and the risks specific to the relevant business. These discount rates
reflect the estimated industry weighted average cost of capital in each market and are based on the Group’s weighted average cost of
capital adjusted for local factors.
Pre-tax discount rates used by region are as follows:
UK & Europe:
12.7% to 17.4% (2023: 13.0% to 17.9%)
APAC:
14.4% to 17.7% (2023: 14.8% to 18.5%)
Americas:
13.7% to 16.7% (2023: 14.4% to 15.5%)
Offshore Services:
14.1% (2023: 15.1%)
Long-term growth rates
Long-term growth rates ranged from 0.6% to 6.5% and the rates used by region are as follows:
UK & Europe:
0.8% to 1.4% (2023: 0.9% to 1.6%)
APAC:
0.6% to 5.1% (2023: 0.4% to 5.0%)
Americas:
2.1% to 2.3% (2023: 2.1% to 3.0%)
Offshore Services:
6.5% (2023: 6.3%)
In 2024, impairment charges were booked in respect of two operations in our Americas region.
Firstly an impairment charge of £0.5m in respect of our IT recruitment operation in the US. The IT recruitment market in the US has
been challenging for the last few years and the performance of this operation has continued to be weak and has not improved as
had been anticipated. While the Group remains confident of the long term prospects of this operation, the forecasts and short term
growth rates used for impairment testing have been reduced resulting in this impairment. The recoverable amount of the goodwill was
assessed as £2.6m and the discount rate applied was 16.7%.
Secondly an impairment charge of £0.6m in respect of our Commercial operation in Peru. Our operation in Peru has performed weakly
in recent years with challenges in growing revenue and profits in what is a low margin sector with strong competition. Although some
improvements in performance have been seen in 2024, the rate of improvement is expected to be lower than previously forecast
resulting in this impairment. The recoverable amount of the goodwill was assessed as £0.8m and the discount rate applied was 14.6%.
In 2023, an impairment charge of £1.5m was recognised in respect of two businesses in the UK & Europe region. Both businesses had
performed more weakly in recent years and had not recovered to previous performance levels and as a result impairment charges
were booked. Before the impairment charge was recognised the carrying value of the goodwill was £2.5m and the recoverable
amount was assessed as £1.0m.
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As part of the impairment review, reasonably possible changes in the growth rate and discount rate assumptions have been
considered to assess the impact on the recoverable amount of each business. Were the long-term growth rate to reduce to nil an
impairment charge of £1.4m would be recorded in respect of two businesses in our Americas region (2023: £0.7m for two businesses
in our Americas region). If the discount rate were to increase by 2% an impairment charge of £1.4m would be recorded in respect of two
businesses in our Americas region (2023: £0.6m for two businesses in our Americas region).
The carrying amount of goodwill by region is as follows:
2024
£m
2023
Re-presented
£m
UK & Europe
18.8
20.2
APAC
2.2
2.7
Americas
5.1
6.3
Offshore Services
0.5
0.5
26.6
29.7
2023 information is re-presented to split goodwill related to ConSol Partners between the UK and the US. Historically these operations
were managed as one and so goodwill was allocated to the combined UK and US business. However, subsequent changes in the
reporting structure led to these operating independently. As a result goodwill has been reallocated between the UK and the US and,
as this change occurred prior to 2024, the comparative information above has been re-presented.
Included within the above are significant individual goodwill balances as set out in the table below along with the relevant discount
rate and growth rate assumptions:
2024
2023
Region
Goodwill
£m
Discount
rate %
Growth
rate %
Goodwill
£m
Discount
rate %
Growth
rate %
Headway
UK & Europe
12.1
12.7
0.8
12.7
13.1
0.9
UK IT & Professional
UK & Europe
5.3
14.4
1.4
n/a
n/a
n/a
The reorganisation of our UK IT and Professional operations in 2024 under a single management structure has resulted in the goodwill
of these operations being combined for impairment testing purposes.
The sensitivity analysis discussed above would have no impact on the significant goodwill balances disclosed in this table.
16 Other intangible assets
Intangible assets identified in business combinations
2024
Customer
relationships
£m
Trade names
and marks
£m
Sub total
£m
Software
£m
Total
£m
Cost
At 1 January
14.1
8.9
23.0
2.2
25.2
Additions
–
–
–
0.2
0.2
Sale of subsidiaries
–
–
–
(0.1)
(0.1)
Foreign exchange movements
(1.0)
(0.3)
(1.3)
(0.1)
(1.4)
At 31 December
13.1
8.6
21.7
2.2
23.9
Accumulated amortisation
At 1 January
11.8
5.0
16.8
1.5
18.3
Charge for the year
0.6
0.6
1.2
0.2
1.4
Sale of subsidiaries
–
–
–
(0.1)
(0.1)
Foreign exchange movements
(1.0)
(0.3)
(1.3)
(0.1)
(1.4)
At 31 December
11.4
5.3
16.7
1.5
18.2
Net book value
At 31 December 2023
2.3
3.9
6.2
0.7
6.9
At 31 December 2024
1.7
3.3
5.0
0.7
5.7
As required under IFRS, the Group reviewed these assets for indications of impairment as at 31 December 2024. Following this review,
no impairment charges have been reflected.
Notes to the consolidated financial statements continued
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Intangible assets identified in business combinations
2023
Customer
relationships
£m
Trade names
and marks
£m
Subtotal
£m
Software
£m
Total
£m
Cost
At 1 January
14.9
9.3
24.2
2.0
26.2
Additions
–
–
–
0.4
0.4
Disposals
–
–
–
(0.1)
(0.1)
Foreign exchange movements
(0.8)
(0.4)
(1.2)
(0.1)
(1.3)
At 31 December
14.1
8.9
23.0
2.2
25.2
Accumulated amortisation
At 1 January
11.9
4.7
16.6
1.4
18.0
Charge for the year
0.6
0.6
1.2
0.2
1.4
Disposals
–
–
–
(0.1)
(0.1)
Foreign exchange movements
(0.7)
(0.3)
(1.0)
–
(1.0)
At 31 December
11.8
5.0
16.8
1.5
18.3
Net book value
At 31 December 2022
3.0
4.6
7.6
0.6
8.2
At 31 December 2023
2.3
3.9
6.2
0.7
6.9
17 Subsidiaries
A list of the Group’s subsidiaries, including the name, country of incorporation and proportion of ownership interest, is given in note 7 to
the Company’s financial statements.
The following consolidated UK subsidiary companies are exempt from an annual audit under section 479A of the Companies Act 2006
and the Company has provided a guarantee under section 479C of the Companies Act 2006. This guarantees all outstanding liabilities
to which the subsidiary is subject to as at 31 December 2024 until they are settled in full. The guarantee is enforceable against the
Company by any person to whom the subsidiary is liable in respect of those liabilities.
Name of subsidiary
Company number
Type of subsidiary
ConSol Partners (Holdings) Limited
09338986
Holding Non-Trading
ConSol Partners Limited
06424982
Active Trading
Empresaria 2021 Limited
09995863
Active Non-Trading
Empresaria Americas Finco Limited
09917053
Holding Non-Trading
Empresaria Americas Limited
08926961
Holding Non-Trading
Empresaria Asia Limited
07384224
Holding Non-Trading
Empresaria China Holdings Limited
05150663
Holding Non-Trading
Empresaria GIT Holdings Limited
05669458
Holding Non-Trading
Empresaria GIT Limited
05669176
Holding Non-Trading
Empresaria UK Holdings Limited (formerly Empresaria Healthcare Holdings Limited)
13696636
Holding Non-Trading
Empresaria Indonesia Holdings Limited
10362003
Holding Non-Trading
Empresaria Limited
09946765
Active Trading
Empresaria Malaysia Holdings Limited
08701593
Holding Non-Trading
Empresaria Mexico Holdings Limited
08929375
Holding Non-Trading
Empresaria North America Limited
09799784
Holding Non-Trading
Empresaria NZ Finco Limited
10804049
Holding Non-Trading
Empresaria NZ Limited
10164295
Holding Non-Trading
Empresaria Peru Holdings Limited
09949926
Holding Non-Trading
Empresaria Philippines Holdings Limited
08584315
Holding Non-Trading
Empresaria UK Limited (formerly Empresaria Solutions Limited)
10432476
Active Trading
Empresaria T&I Holdings Limited
08772122
Holding Non-Trading
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Name of subsidiary
Company number
Type of subsidiary
Empresaria Technology (Holdings) Limited
10322758
Holding Non-Trading
Empresaria Thailand Holdings Limited
07839625
Holding Non-Trading
Empresaria Vietnam Holdings Limited
10485853
Holding Non-Trading
EMR1000 Limited
04154134
Active Non-Trading
Interim Management International Limited
04067140
Holding Non-Trading
LMA Recruitment Limited
03714048
Active Trading
McCall Limited
04605123
Active Trading
The Recruitment Business Limited
03322411
Active Trading
The Recruitment Business Holdings Limited
07593863
Holding Non-Trading
Material non-controlling interests
Summarised consolidated financial information in respect of Interactive Manpower Solutions Private Limited is set out below.
Summarised income statement
2024
£m
2023
£m
Revenue
26.9
26.9
Profit for the year
4.6
5.6
Summarised balance sheet
2024
£m
2023
£m
Current assets
19.0
18.1
Non-current assets
2.9
3.8
Current liabilities
(5.8)
(7.9)
Net assets
16.1
14.0
Dividends of £0.7m (2023: £0.7m) were paid to non-controlling interests of Interactive Manpower Solutions Private Limited during the year.
18 Trade and other receivables
2024
£m
2023
£m
Current
Gross trade receivables
30.3
31.8
Less provision for impairment of trade receivables
(0.6)
(0.8)
Trade receivables
29.7
31.0
Prepayments
1.3
2.0
Accrued income
6.7
7.5
Other receivables
2.0
3.0
39.7
43.5
Trade receivables include £19.5m (2023: £18.1m) on which security has been given under bank facilities.
All amounts are due within one year. The carrying value of trade and other receivables is considered to be their fair value.
Further analysis is set out in note 24.
Notes to the consolidated financial statements continued
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19 Trade and other payables
2024
£m
2023
£m
Current
Trade payables
2.0
2.0
Other tax and social security
4.8
5.7
Pilot bonds
0.2
0.3
Client deposits
0.4
0.3
Temporary recruitment worker wages
2.8
3.3
Other payables
1.8
1.9
Accruals
15.8
18.0
27.8
31.5
All amounts are payable within one year. The carrying value of trade and other payables is considered to be their fair value.
20 Borrowings
2024
£m
2023
£m
Current
Bank overdrafts
14.3
15.2
Invoice financing
4.1
3.2
Bank loans
0.1
0.3
18.5
18.7
Non-current
Bank loans
14.0
9.2
14.0
9.2
Borrowings
32.5
27.9
The following are the more significant bank facilities that were in place at 31 December 2024:
Facility limit
Outstanding
Currency
Maturity
Interest rate at 31 December 2024
2024
£m
2023
£m
2024
£m
2023
£m
Bank overdrafts
UK1
GBP2
On demand with annual
review
2% above applicable
currency base rates
8.0
10.0
6.7
8.0
Germany
EUR
On demand with annual
review
EURIBOR + 3.6%
7.0
11.3
6.3
5.5
USA
USD
On demand with annual
review
US PRIME + 1%
0.4
1.6
0.4
–
Japan
JPY
On demand with annual
review
Short term prime rate
+ 0.125%
0.5
0.5
0.2
–
Invoice financing
UK
GBP
On demand with annual
review
UK base rate + 2.68%
3.8
7.5
1.7
2.0
Chile
CLP
On demand with annual
review
Weighted average rate 8.5%
4.0
2.4
2.4
1.2
Bank loans
UK – Revolving
Credit Facility
GBP
2026
SONIA + 2.5%
15.0
15.0
14.0
9.0
1
The UK overdraft is a net overdraft arrangement across a number of entities. For facility utilisation purposes these amounts are presented net in the table above, but for
accounting purposes cash and overdrawn balances are presented gross in the balance sheet. The utilisation amount in the table is net of £0.3m of cash shown within cash and
cash equivalents in the balance sheet (2023: £1.5m).
2
The UK overdraft can be drawn in a number of different currencies with the overall facility limit expressed in GBP.
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Notes to the consolidated financial statements continued
The UK revolving credit facility is secured by a charge over all assets given by the Company and certain of its UK, German, US and New
Zealand subsidiaries. Subsequent to the balance sheet date the Group has agreed a six month extension of its revolving credit facility
to September 2026, along with an easing of the related covenants. This is discussed in more detail in the Finance review on page 25.
The UK invoice financing facility is also secured by a fixed and floating charge over trade receivables.
More discussion on the above facilities is provide in the Finance review on pages 24 and 25.
21 Net debt
a) Net debt
2024
£m
2023
£m
Cash and cash equivalents
17.2
17.1
Borrowings
(32.5)
(27.9)
Net debt
(15.3)
(10.8)
b) Movement in net debt
2024
£m
2023
£m
Net debt at 1 January
(10.8)
(7.3)
Cash flow movements:
Net increase/(decrease) in cash and cash equivalents per consolidated cash flow statement
0.5
(4.1)
Decrease in overdrafts
0.6
1.7
Proceeds from bank loans
(5.2)
(1.0)
Repayment of bank loans
0.1
0.4
(Increase)/decrease in invoice financing
(1.4)
0.3
Non-cash movements:
Borrowings in subsidiaries sold in the year
0.7
–
Foreign exchange movements
0.2
(0.8)
Net debt at 31 December
(15.3)
(10.8)
c) Movement in borrowings
2024
£m
2023
£m
Borrowings at 1 January
(27.9)
(29.6)
Cash flow movements:
Decrease in overdrafts
0.6
1.7
Proceeds from bank loans
(5.2)
(1.0)
Repayment of bank loans
0.1
0.4
(Increase)/decrease in invoice financing
(1.4)
0.3
Non-cash movements:
Borrowings in subsidiaries sold in the year
0.7
–
Foreign exchange movements
0.6
0.3
Borrowings at 31 December
(32.5)
(27.9)
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22 Deferred tax
Deferred tax assets
Holiday
pay
£m
Retirement
provision
£m
Tax
losses
£m
Other
temporary
differences
£m
Total
2024
£m
Total
2023
£m
At 1 January
0.3
0.2
3.6
1.6
5.7
4.4
Recognised in the income statement
0.1
–
(1.8)
0.1
(1.6)
1.4
Foreign exchange movements
–
–
–
(0.1)
(0.1)
(0.1)
At 31 December
0.4
0.2
1.8
1.6
4.0
5.7
Deferred tax liabilities
Intangible
assets
£m
Unremitted
overseas
earnings
£m
Other
temporary
differences
£m
Total
2024
£m
Total
2023
£m
At 1 January
1.7
0.6
0.1
2.4
2.5
Recognised in the income statement
(0.3)
–
–
(0.3)
(0.1)
Foreign exchange movements
0.1
–
–
0.1
–
At 31 December
1.5
0.6
0.1
2.2
2.4
At the balance sheet date, the Group has unused tax losses of £33.5m (2023: £24.5m) available for offset against future taxable profits.
A deferred tax asset has been recognised in respect of £7.1m (2023: £14.4m) of such losses of which £7.1m relate to tax jurisdictions in
which losses have been made in the current or preceding period. A deferred tax asset has been recognised in respect of these losses
based on the Group’s internal budgeting and three-year forecasts which create an expectation that it is probable that these losses
will be utilised. No deferred tax asset has been recognised in respect of the remaining £26.4m (2023: £10.1m) as it is not currently
considered probable that there will be future taxable profits available against which these losses could be offset. Of these, £25.2m
have no expiry date, £1.0m expires in 2026 and 2027, while £0.2m expires in 2029 and 2030.
No deferred tax liability is recognised on temporary differences of £18.7m (2023: £19.2m) relating to the unremitted earnings of
overseas subsidiaries as the Group is able to control the timing of the reversal of these temporary differences and it is considered
probable that they will not reverse in the foreseeable future. The potential tax impact of these temporary differences is £1.9m (2023:
£1.8m) assuming all unremitted earnings were remitted in full in the year. A deferred tax liability of £0.6m (2023: £0.6m) has been
recognised in respect of the unremitted earnings of overseas subsidiaries amounting to £7.0m (2023: £6.9m) as it is probable that these
earnings will be remitted and the tax cost incurred.
23 Share capital and shares held by Employee Benefit Trust
Share capital
2024
2023
Number of
shares
£m
Number of
shares
£m
Issued, allotted and fully paid
Ordinary Shares of 5p each
49,853,001
2.5
49,853,001
2.5
The Company has one class of Ordinary Share which carries no rights to fixed income. All Ordinary Shares are entitled to receive
dividends as declared from time to time and are entitled to one vote per share at meetings of the Company. All shares rank equally
with regard to the Company’s residual assets.
Shares held by Employee Benefit Trust
2024
Number of
shares
2023
Number of
shares
Allotted and fully paid
Ordinary Shares of 5p each
801,139
801,139
The Trustees have waived their rights to dividends on the shares held by the Empresaria Employee Benefit Trust.
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24 Financial risk management
The Group is exposed to a variety of financial risks arising from its operations, being principally credit risk, market risk (foreign exchange
risk and interest rate risk) and liquidity risk.
The Group’s treasury function is managed centrally and the policies for managing each of these risks and their impact on the results of
the year are summarised below.
The principal financial assets of the Group are cash and cash equivalents, and trade and other receivables. The principal financial
liabilities are borrowings, and trade and other payables that arise directly from operations.
Fair value
The carrying value of all financial instruments equates to fair value.
Credit risk
Credit risk is the risk of financial loss if a client or counterparty fails to meet an obligation under a contract. Credit risk arises primarily
from trade receivables but also from the Group’s other financial assets including cash deposits.
Classes of financial assets – carrying amounts
2024
£m
2023
£m
Cash and cash equivalents
17.2
17.1
Trade and other receivables1
38.4
41.5
1
Trade and other receivables are held at amortised cost and exclude prepayments amounting to £1.3m (2023: £2.0m) and presents the maximum exposure to credit risk for
trade and other receivables.
The Group’s credit risk on its cash balances is managed by limiting exposure to banks with a credit rating lower than BBB and through
adhering to authorised limits for all counterparties.
The Group manages its exposure to trade receivables through its credit policy. New clients are assessed through a review process
including obtaining credit ratings and reviewing available financial and other information. Ongoing risk exposure is mitigated through
credit control processes, setting credit limits and regular review of clients and trade receivable balances.
The amounts presented in the balance sheet are net of allowances for impairment. An allowance for impairment is made based on the
expected credit loss. The Group has no significant concentration of risk, with exposure spread over a large number of third parties and
clients. A provision of £0.6m (2023: £0.8m) has been recorded.
The Group applies the IFRS 9 simplified approach to measuring expected credit losses using a lifetime expected credit loss provision
for trade receivables. To measure expected credit losses on a collective basis, trade receivables are grouped based on similar ageing
and credit risk assessed by giving regard to factors such as market and sector. The Group also considers forward-looking factors,
including known credit issues and changes in market risks, and reflects these as necessary.
The expected loss rates are based on the Group’s historical credit losses experienced over the five-year period prior to the balance
sheet date and adjusted as appropriate for current and forward-looking information on macroeconomic factors affecting the Group’s
clients in the countries where the Group operates.
At 31 December 2024 the lifetime expected loss provision for trade receivables was as follows:
Current
Overdue
by up to
30 days
Overdue
by up to
60 days
Overdue
by up to
90 days
Overdue
by more
than
90 days
Total
Average expected loss rate (%)
1.1%
4.4%
6.6%
8.8%
11.0%
Gross carrying amount (£m)
25.3
3.7
0.5
0.2
0.6
30.3
Loss provision (£m)
0.3
0.2
–
–
0.1
0.6
Included within the loss provision at 31 December 2024 was a specific loss provision of £nil in respect of certain trade receivable
balances with specific credit risk profiles.
Accrued income and other receivables have been reviewed in line with the above approach with the total additional expected credit
loss provision assessed as less than £0.1m.
Notes to the consolidated financial statements continued
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Empresaria Annual report and accounts 2024
At 31 December 2023 the lifetime expected loss provision for trade receivables was as follows:
Current
Overdue
by up to
30 days
Overdue
by up to
60 days
Overdue
by up to
90 days
Overdue
by more
than
90 days
Total
Average expected loss rate (%)
1.1%
4.4%
6.6%
8.8%
11.0%
Gross carrying amount (£m)
25.1
3.4
1.2
0.8
1.3
31.8
Loss provision (£m)
0.3
0.2
0.1
0.1
0.1
0.8
Included within the loss provision on current debts due at 31 December 2023 was a specific loss provision of £0.1m in respect of
certain trade receivable balances with specific credit risk profiles.
The movement in the provision for impairment of trade receivables during the year was as follows:
2024
£m
2023
£m
Balance at 1 January
0.8
0.8
Impairment loss recognised
3.2
0.3
Impairment loss utilised
(3.4)
(0.3)
Balance at 31 December
0.6
0.8
Market risk
(a) Foreign exchange risk
The majority of the Group’s transactions are carried out in the local currency of the respective country the business is operating in.
However, the Group does undertake transactions denominated in foreign currencies and consequently exposures to exchange rate
fluctuation arise. In some cases this exposure is mitigated by incurring costs in the same currency.
To mitigate the Group’s exposure to foreign currency risk, non-local currency cash flows are monitored and, if applicable, forward
exchange contracts are entered into in accordance with the Group’s risk management policies. Where the amounts to be paid and
received in a specific currency are expected to largely offset one another, no further hedging activity is undertaken.
As at 31 December 2024 there were a number of forward currency contracts in place. The amount covered by these at 31 December 2024
was £3.3m (2023: £1.2m). These are recorded in the balance sheet at fair value, which at 31 December 2024 was £nil (2023: £nil).
During the year the Group has recognised a net foreign exchange loss of £0.2m (2023: £nil) in the consolidated income statement.
The carrying amounts of the Group’s significant monetary assets and liabilities held in currencies other than a business’s functional
currency at 31 December are set out in the table below along with sensitivity analysis showing the approximate impact of a 10%
weakening of the foreign currency against the relevant functional currency as at 31 December. The analysis assumes that all other
variables remain constant.
Foreign currency
monetary items
Sensitivity analysis impact of non-functional
currency foreign exchange exposure
2024
Assets
£m
Liabilities
£m
Sensitivity
Profit
and loss
£m
Equity
£m
US Dollars
5.0
(2.5)
US Dollars (10%)
(0.1)
(0.1)
Euro
2.2
(2.1)
Euro (10%)
(0.0)
(0.0)
Foreign currency
monetary items
Sensitivity analysis impact of non-functional
currency foreign exchange exposure
2023
Assets
£m
Liabilities
£m
Sensitivity
Profit
and loss
£m
Equity
£m
US Dollars
4.6
3.1
US Dollars (10%)
(0.1)
(0.1)
Euro
1.6
1.7
Euro (10%)
(0.0)
(0.0)
A 10% strengthening of the above currencies against the relevant functional currency at 31 December would have had the equal but
opposite effect to the amounts shown above, on the basis that all other variables remain constant.
In management’s opinion, the sensitivity analysis presented does not completely represent the inherent foreign exchange risk as the
year-end exposure does not reflect the exposure during the year.
The Group also has currency exposure on the translation of overseas subsidiaries’ results into Pounds Sterling. The Group does not
actively hedge this exposure although there is an element of natural hedge by having operations in different countries. The amount of
currency retranslation loss recognised in equity was £1.1m (2023: loss of £2.2m).
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Empresaria Annual report and accounts 2024
(b) Interest rate risk
Interest rate risk comprises both cash flow and fair value risks. Fair value risk is the risk that the fair value of financial instruments
will fluctuate as a result of changes in interest rates. The Group is not exposed to fair value risks as it has no financial instruments
that are revalued to fair value at the balance sheet date. Cash flow risk arises on the future cash flows of a financial instrument. The
Group is exposed to cash flow risk on its variable rate borrowings. The Group manages its interest rate risk through a combination of
cash pooling, shareholder funding and borrowing, and management monitors movements in interest rates to determine the most
advantageous debt profile for the Group. The Group’s policy is for the majority of its debt to be at variable rates as this is expected to
better match interest costs with the economic cycle as staffing is typically a cyclical business.
At 31 December 2024, the Group is exposed to changes in market interest rates through its borrowings, which are subject to variable
interest rates. For further information see note 20.
2024
2023
Effective interest rate on borrowings in the year
7.1%
6.9%
An increase of 100 basis points in interest rates would have decreased equity and the income statement by the amounts shown below.
The analysis assumes that all other variables, in particular foreign currency rates, remain constant.
2024
£m
2023
£m
Net result for the year
(0.3)
(0.3)
Equity
(0.3)
(0.3)
Liquidity risk
Liquidity risk is managed to ensure that the Group is able to meet its payment obligations as they fall due. The Group’s funding strategy
is to ensure a mix of financing methods offering flexibility and cost effectiveness to match the requirements of the Group. The Group
monitors its liquidity risk on an ongoing basis with regular cash flow forecasts. In order to ensure continuity of funding, the Group seeks
to arrange funding ahead of business requirements and to maintain sufficient undrawn committed borrowing facilities. Details of the
Group’s borrowings and facilities are provided in note 20.
As at 31 December 2024, the Group’s financial liabilities have contractual maturities as follows:
Current
Non-current
within 6 months
6 to 12 months
1 to 5 years
Total
2024
£m
2023
£m
2024
£m
2023
£m
2024
£m
2023
£m
2024
£m
2023
£m
Borrowings
18.5
18.6
–
0.1
15.3
10.7
33.8
29.4
Trade and other payables1
23.0
25.8
–
–
–
–
23.0
25.8
Forward currency contracts payments
3.3
1.2
–
–
–
–
3.3
1.2
Forward currency contracts receipts
(3.3)
(1.2)
–
–
–
–
(3.3)
(1.2)
Lease liabilities
2.8
2.4
2.5
2.2
1.2
2.7
6.5
7.3
Total
44.3
46.8
2.5
2.3
16.5
13.4
63.3
62.5
1
Trade and other payables exclude other tax and social security of £4.8m (2023: £5.7m).
The above table presents contractual maturities of financial liabilities on an undiscounted basis, including estimated interest payments
based on weighted average interest rates in effect at the reporting date. Actual future cash flows may differ due to changes in interest
rates and other factors such as early repayments or refinancing.
Lease liabilities in the table reflect the gross cash flows, which differ from the carrying value at the balance sheet date. All bank loans
are on floating interest rates.
At the year end the Group had £4.1m (2023: £17.8m) of undrawn bank facilities (excluding invoice financing).
Notes to the consolidated financial statements continued
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Capital structure
The Group manages its capital to ensure that entities in the Group will be able to continue as going concerns while maximising the
return to stakeholders through the optimisation of the balance between debt and equity. The capital structure of the Group consists
of net debt, which includes borrowings and cash and cash equivalents (see note 21) and equity attributable to equity holders of the
Company, comprising issued capital, reserves and retained earnings as disclosed in note 23 and in the consolidated statement of
changes in equity.
The Board reviews the capital structure of the Group on an ongoing basis, considering the cost of capital and the risks associated with
each class of capital. The Board closely monitors the level of borrowings, its debt to debtors ratio and compliance with any covenants
on its borrowings. Further details on covenants are given in the Finance review on page 25.
Debt to debtors ratio
2024
£m
2023
£m
Net debt (see note 21)
15.3
10.8
Trade receivables (see note 18)
29.7
31.0
Debt to debtors ratio
52%
35%
25 Leases
The Group’s leases are predominantly property leases. These include leases for the offices from which the businesses across the
Group operate and these have terms of typically one to five years. Additionally, in Germany accommodation is provided to temporary
workers with lease lengths typically estimated at between zero and two years.
The movements in the carrying value of right-of-use assets is provided below.
2024
Property
£m
Other
£m
Total
£m
Cost
At 1 January
18.9
2.3
21.2
Additions and modifications
4.1
1.1
5.2
Disposals
(2.7)
(0.7)
(3.4)
Sale of subsidiaries
(0.4)
–
(0.4)
Foreign exchange movements
(0.6)
(0.2)
(0.8)
At 31 December
19.3
2.5
21.8
Accumulated depreciation
At 1 January
13.7
1.1
14.8
Depreciation
4.4
0.9
5.3
Disposals
(2.6)
(0.6)
(3.2)
Sale of subsidiaries
(0.4)
–
(0.4)
Foreign exchange movements
(0.5)
(0.1)
(0.6)
At 31 December
14.6
1.3
15.9
Net book value
At 31 December 2023
5.2
1.2
6.4
At 31 December 2024
4.7
1.2
5.9
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2023
Property
£m
Other
£m
Total
£m
Cost
At 1 January
19.4
2.1
21.5
Additions and modifications
4.0
1.3
5.3
Disposals
(3.8)
(1.0)
(4.8)
Foreign exchange movements
(0.7)
(0.1)
(0.8)
At 31 December
18.9
2.3
21.2
Accumulated depreciation
At 1 January
12.8
1.2
14.0
Depreciation
4.6
0.8
5.4
Disposals
(3.4)
(0.9)
(4.3)
Impairment
0.1
–
0.1
Foreign exchange movements
(0.4)
–
(0.4)
At 31 December
13.7
1.1
14.8
Net book value
At 31 December 2022
6.6
0.9
7.5
At 31 December 2023
5.2
1.2
6.4
The movements in the lease liability is provided below.
2024
Property
£m
Other
£m
Total
£m
At 1 January
5.7
1.2
6.9
Additions and modifications
4.1
1.1
5.2
Disposals
(0.2)
(0.1)
(0.3)
Interest on lease obligations
0.3
0.1
0.4
Payment of obligations under leases
(4.8)
(0.9)
(5.7)
Foreign exchange movements
(0.2)
(0.1)
(0.3)
At 31 December 2024
4.9
1.3
6.2
2023
Property
£m
Other
£m
Total
£m
At 1 January
7.0
0.9
7.9
Additions and modifications
4.0
1.3
5.3
Disposals
(0.5)
(0.1)
(0.6)
Interest on lease obligations
0.3
–
0.3
Payment of obligations under leases
(4.8)
(0.9)
(5.7)
Foreign exchange movements
(0.3)
–
(0.3)
At 31 December 2023
5.7
1.2
6.9
The maturity analysis of lease liabilities is provided in note 24.
Additional disclosures required under IFRS 16 Leases are provided in the table below:
2024
£m
2023
£m
Depreciation of right-of-use assets
5.3
5.4
Interest on lease obligations
0.4
0.3
Cash outflow for leases
5.7
5.7
Additions to right-of-use assets
5.2
5.3
Notes to the consolidated financial statements continued
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26 Dividends
2024
£m
2023
£m
Amount recognised as distribution to equity holders in the year:
Final dividend for the year ended 31 December 2023 of 1.0p (2022: 1.4p) per share
0.5
0.7
Proposed final dividend for the year ended 31 December 2024 of nil (2023: 1.0p) per share
–
0.5
27 Loss of the Company
As permitted by Section 408 of the Companies Act 2006, the income statement of the Company is not presented as part of these
financial statements. The Company’s loss for the financial year was £17.8m (2023: loss of £1.7m).
28 Related party transactions
Balances and transactions between the Company and its subsidiaries, which are related parties, have been eliminated on consolidation
and are not disclosed in this note. These transactions include franchise fees, interest charges and revenue, which amounted to £2.4m
(2023: £2.7m), £3.2m (2023: £2.1m) and £1.7m (2023: £1.2m), respectively.
Remuneration of key management personnel
The Group delegates operational decision-making and day-to-day running of the operating companies to the subsidiary management,
however, key strategic decisions must be approved by the Company. Therefore, overall authority and responsibility for planning,
directing and controlling the entities of the Group sit with the Company’s Board of Directors, who are considered the key management
personnel.
The remuneration of key management personnel is set out below in aggregate for each of the categories specified in IAS 24. Further
information about the remuneration of individual Directors is provided in the Directors’ remuneration report on pages 45 to 47.
2024
£m
2023
£m
Short-term employee benefits
0.8
1.0
Post-employment benefits (contributions to defined contribution pension schemes)
–
–
Share-based payments
–
(0.3)
0.8
0.7
Directors’ transactions
Dividends totalling £5,701 (2023: £5,251) were paid in the year in respect of Ordinary Shares held by the Company’s Directors.
Transactions with subsidiary directors
The Group was originally built on a management equity philosophy, with key management holding a stake in the business they were
responsible for. Although the Group has moved away from offering this to new management, existing shareholdings remain in place
and continue to be reflected in these accounts. The model typically operated as follows:
Acquisition of shares
At least 51% of shares are held by Empresaria with the balance being held by management, either having been retained when
Empresaria initially invested, or subsequently acquired by them at fair value. Shares retained by management upon initial investment
typically have no material changes to their rights and are termed first generation shares. Shares subsequently sold to management,
either because first generation shares have been acquired by Empresaria or issued to incentivise the next tier of management, are
termed second generation shares. Second generation shares are acquired by management at a fair value which is made more
affordable by setting a profit threshold level such that these shares only create value once that threshold is exceeded. Second
generation shares typically have restrictions such as no entitlement to dividends.
Holding period
Shares can be offered for sale after a specified holding period, typically four or five years. Shares cannot all be sold in one year,
requiring a minimum of two or three years for full disposal. While management can choose to offer their shares for sale, the decision
to purchase these is solely at the discretion of Empresaria and there are no put or call options in place. Empresaria’s decision to buy
shares is based on each specific situation, with consideration given to management succession plans, recent trading performance and
the potential of the business in the next few years.
Valuation
In most cases the valuation basis is agreed up front and documented in the shareholders’ agreements. The valuation is typically based
on the average profit after tax for the previous three years using Empresaria’s trading multiple (share price divided by adjusted EPS)
less 0.5 with a cap of 10.
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In 2024 the Group had the following transactions in subsidiary shares with directors of subsidiaries:
Purchased by the Group
Company
% of shares
Consideration
£000
Seller
Empresaria Philippines Holdings Limited
20%
373
M Medina
Empresaria Vietnam Holdings Limited
15%
–
L Laurel
Empresaria Thailand Holdings Limited
2.5%
–
L Laurel
Headwaylogistic administration GmbH
10%
5
K Deitermann
Sale of subsidiaries
During the year the Group sold two subsidiaries in transactions which involved directors of those entities.
The Group sold its 51% interest in Fines K.K. and its 100% subsidiary Fines Tokyo K.K. to Fines Holdings K.K. Yoshikazu Tanabe and
Tomonari Harada, both directors of Fines Tokyo K.K., have interests in Fines Holdings K.K.
The Group sold its 96.7% interest in Team Resourcing Limited to Team Resourcing (Holdings) Limited. Catherine Delaney, Managing
Director of Team Resourcing Limited, also sold their 3.3% interest and upon completion of the sale, became a 20% shareholder in
Team Resourcing (Holdings) Limited.
29 Share-based payments
The Group operates a Long Term Incentive Plan (‘LTIP’) for Executive Directors and senior executives. The scheme is equity settled
with the granting of nil cost options and is subject to performance conditions. Further details of the LTIP are provided in the Directors’
remuneration report. The expense is recognised in the income statement based on the fair value of the equity instrument awarded
as determined at the grant date. The expense is recognised on a straight-line basis over the vesting period based on estimates of the
number of shares that are expected to vest.
In 2024, a charge to the income statement of £0.1m (2023: credit of £0.3m) was recognised. Movements in the number of options
outstanding are as follows:
2024
Number
of share
options
thousands
2023
Number
of share
options
thousands
Outstanding as at 1 January
3,756
4,353
Granted during the year
2,959
1,526
Lapsed during the year
(1,752)
(1,266)
Exercised during the year
–
(857)
Outstanding as at 31 December
4,963
3,756
Vested and exercisable as at 31 December
–
–
The options outstanding as at 31 December 2024 had a weighted average remaining contractual life of 3.2 years (2023: 4.7 years).
The fair value of options granted during the year is estimated using a Black-Scholes model for the element with an earnings per share
performance condition and a Monte Carlo model for the element with a total shareholder return performance condition. Details of the
performance conditions can be found in the Directors’ remuneration report on pages 45 to 47.
The inputs into these models for the principal awards made in the year were as follows:
Award in
2024
Award in
2023
Share price at date of grant
37.4p
64.0p
Exercise price
nil
nil
Expected volatility
29.5%
28.2%
Expected life
2.8 years
3.0 years
Risk-free rate
4.46%
3.68%
Expected dividend yields
nil%
1.66%
Vesting dates
April 2027
April 2026
Fair value assessed per share
27.8p - 29.6p
49.9p
The expected volatility is determined from the daily log normal distributions of the Company's share price over a period equal to the
expected holding period calculated back from the date of grant. The risk-free rate was the zero coupon bond yield derived from UK
government bonds at the date of grant, with a life equal to the expected holding period.
Notes to the consolidated financial statements continued
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Parent Company balance sheet
as at 31 December 2024
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Note
2024
£m
2023
£m
Fixed assets
Tangible assets
6
–
–
Investments in subsidiaries
7
33.9
45.2
33.9
45.2
Current assets and liabilities
Debtors
8
7.9
11.9
Creditors: amounts falling due within one year
9
(16.5)
(18.6)
Net current liabilities
(8.6)
(6.7)
Total assets less current liabilities
25.3
38.5
Creditors: amounts falling due after more than one year
10
(14.0)
(9.0)
Net assets
11.3
29.5
Capital and reserves
Called-up share capital
11
2.5
2.5
Share premium account
22.4
22.4
Merger reserve
0.9
0.9
Equity reserve
(0.2)
(0.2)
Profit and loss account
(14.3)
3.9
Shareholders’ funds
11.3
29.5
The loss for the financial year ended 31 December 2024 was £17.8m (2023: loss of £1.7m).
These financial statements of Empresaria Group plc (Company registration number 03743194) were approved by the Board of
Directors and authorised for issue on 26 March 2025.
Signed on behalf of the Board of Directors
Rhona Driggs
Tim Anderson
Chief Executive Officer
Chief Financial Officer
26/03/2025
Rhona Driggs (Mar 26, 2025 18:25 GMT)
26/03/2025
Parent Company statement of changes in equity
for the year ended 31 December 2024
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Called-up
share
capital
£m
Share
premium
account
£m
Merger
reserve
£m
Equity
reserve
£m
Profit
and loss
account1
£m
Total
shareholders’
funds
£m
At 1 January 2023
2.5
22.4
0.9
(0.2)
6.9
32.5
Loss for the financial year and total comprehensive income
–
–
–
–
(1.7)
(1.7)
Dividends paid on equity shares
–
–
–
–
(0.7)
(0.7)
Share-based payments
–
–
–
–
(0.3)
(0.3)
Purchase of own shares in Employee Benefit Trust
–
–
–
–
(0.3)
(0.3)
At 31 December 2023
2.5
22.4
0.9
(0.2)
3.9
29.5
Loss for the financial year and total comprehensive income
–
–
–
–
(17.8)
(17.8)
Dividends paid on equity shares
–
–
–
–
(0.5)
(0.5)
Share-based payments
–
–
–
–
0.1
0.1
At 31 December 2024
2.5
22.4
0.9
(0.2)
(14.3)
11.3
1
The Company has amended its presentation of reserves as explained further in note 1.
Equity comprises the following:
• Share capital represents the nominal value of equity shares.
• Share premium account represents the excess over nominal value of the fair value of consideration received for equity shares, net
of expenses of the share issue.
• Merger reserve relates to premiums arising on shares issued subject to the provisions of section 612 Merger relief of the Companies
Act 2006.
• Equity reserve represents amounts recognised in relation to historic expired options over a subsidiary company.
• Profit and loss account represents accumulated profits less distributions and income/expense recognised in equity from
incorporation.
Notes to the Parent Company financial statements
1 Basis of preparation, general information and summary of significant accounting policies
(a) Basis of preparation and general information
The financial statements are for the year ended 31 December 2024. The financial statements have been prepared under the historical
cost convention, modified to include certain items at fair value, and in accordance with Financial Reporting Standard 102 (‘FRS 102’)
issued by the Financial Reporting Council.
These financial statements are presented in Pounds Sterling (£) as the functional and presentational currency.
The accounting policies have been applied consistently throughout the period for the purposes of preparing these financial
statements.
The Company has taken advantage of a disclosure exemption and has elected not to present a cash flow statement.
(b) Summary of significant accounting policies
Going concern
These accounts are prepared on the going concern basis. Details of the assessment of going concern are given in note 1 to the Group
accounts.
Foreign currencies
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the
transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end
exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the profit and loss account.
Tangible fixed assets
Tangible fixed assets are stated at cost, net of accumulated depreciation and any provision for impairment. Depreciation is calculated
using the straight-line method to write off the cost of the assets over their useful lives as follows:
Fixtures, fittings and equipment: between one and five years.
Investments in subsidiaries
Investments are stated at cost less provision for any impairment in value.
Leases
Leases that result in the Company receiving substantially all of the risks and rewards of ownership of an asset are treated as finance
leases. An asset held under a finance lease is recorded in the balance sheet as a tangible fixed asset and depreciated over the shorter
of its estimated useful life and the lease term. Future instalments net of interest charges are included within liabilities. Minimum lease
payments are apportioned between the interest charge element, which is allocated to each period to produce a constant periodic
rate of interest on the remaining liability and charged to the profit and loss account, and the principal element which reduces the
outstanding liability.
Rental costs arising from operating leases are charged on a straight-line basis over the period of the lease. Where an incentive is
received to enter into an operating lease, such incentive is treated as a liability and recognised as a reduction to the rental expense on
a straight-line basis over the period of the lease.
Financial instruments
Short-term debtors and creditors are measured at transaction price, less any impairment. Loans receivable and other financial
liabilities, including amounts due from and to subsidiary undertakings, are measured initially at fair value, net of transaction costs, and
are measured subsequently at amortised cost using the effective interest method, less any impairment.
Pension costs
Payments made to defined contribution retirement benefit schemes are charged to the profit and loss account as they fall due.
Taxation
Current tax
Current tax is the amount of income tax payable in respect of the taxable profit for the year or prior years. Tax is calculated on the basis
of tax rates and laws that have been enacted or substantively enacted by the period end.
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Deferred tax
Deferred tax arises from timing differences that are differences between taxable profits and total comprehensive income as stated
in the financial statements. These timing differences arise from the inclusion of income and expenses in tax assessments in periods
different from those in which they are recognised in financial statements.
Deferred tax is recognised on all timing differences at the reporting date. Unrelieved tax losses and other deferred tax assets are only
recognised when it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.
Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the period end and that are
expected to apply to the reversal of the timing difference.
Capital and reserves
In 2024, the Company has chosen to make changes to the presentation of the components of reserves. The Company’s other reserves,
which compromised the share-based payment reserve (31 December 2023: £0.7m, 31 December 2022: £1.0m), has been combined
with the profit and loss account reserve. The Company believes this provides a clearer and simpler presentation of its capital and
reserves. These changes have been reflected in the information presented for 2024, 2023 and 2022.
2 Critical accounting judgements and key sources of estimation uncertainty
In applying the Company’s accounting policies, the Directors are required to make judgements, estimates and assumptions about the
carrying values of certain assets and liabilities. These estimates and judgements are continually evaluated and are based on historical
experience and other relevant factors. Actual results may differ from these estimates.
Key sources of estimation uncertainty
The key sources of estimation uncertainty at the reporting date are discussed below:
Impairment of investments in subsidiaries
The Group tests its investment in subsidiaries for impairment when there is an indication of impairment. The recoverable amount is
determined based on value-in-use calculations. This method requires the estimation of future cash flows and the assessment of a
suitable discount rate in order to calculate their present value. Assumptions are consistent with those used in the Group’s goodwill
impairment reviews as set out in note 15 to the Group’s financial statements.
3 Loss for the year
As permitted by section 408 of the Companies Act 2006, the Company has elected not to present its own income statement for the
year. The Company reported a loss after tax for the financial year ended 31 December 2024 of £17.8m (2023: loss of £1.7m).
4 Directors and employees
2024
£m
2023
£m
Staff costs
Wages and salaries
1.3
1.4
Social security costs
0.1
–
Other pension costs
0.1
0.1
Share-based payments
0.1
(0.3)
1.6
1.2
2024
Number
2023
Number
Average monthly number of persons employed (including Directors)
12
13
Details of Directors’ remuneration are given on pages 45 to 47.
5 Dividends
During 2024 Empresaria Group plc paid a dividend of 1.0p per Ordinary Share (2023: 1.4p). This amounted to £0.5m to its equity
shareholders (2023: £0.7m). See note 26 of the Group accounts for information on the proposed dividends for the year ended
31 December 2024.
Notes to the Parent Company financial statements continued
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6 Tangible assets
The following table shows the significant additions and disposals of property, plant and equipment.
Fixtures,
fittings and
equipment
£m
Cost
At 1 January 2024
0.6
Additions
–
31 December 2024
0.6
Accumulated depreciation
At 1 January 2024
(0.6)
Charge for the year
–
At 31 December 2024
(0.6)
Net book value
At 31 December 2023
–
At 31 December 2024
–
7 Investments in subsidiaries
Shares in
subsidiary
undertakings
£m
Cost
At 1 January 2024
61.6
Additions
1.1
Disposals
(2.4)
At 31 December 2024
60.3
Impairment
At 1 January 2024
16.4
Disposals
(0.9)
Impairment charge
10.9
At 31 December 2024
26.4
Net book value
At 31 December 2023
45.2
As 31 December 2024
33.9
2024
During the year the Company sold two investments in the UK & Europe region. An investment in Team Resourcing Limited, which had a
net book value of £0.5m, was sold along with an investment in Medikumppani Oy, which had a net book value of £1.0m on disposal.
During the year an impairment charge of £7.3m was recognised in relation to the investment in Empresaria Technology (Holdings)
Limited, £1.6m in Empresaria NZ Limited, £1.1m in The Recruitment Business Holdings Limited and £0.8m in Monroe Consulting Mexico,
S.A. de C.V. following an assessment of the recoverable amounts at the year end.
2023
During the year an impairment charge of £0.9m was recognised in relation to the investment in Empresaria NZ Limited and £1.0m was
recognised in relation to the investment in Medikumppani Oy following an assessment of the recoverable amounts at the year end.
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Investments comprise the following subsidiary companies:
Company
Class of
share held
2024
Effective %
holding
2023
Effective %
holding
Registered office: Old Church House, Sandy Lane, Crawley Down,
West Sussex, RH10 4HS, UK
Ball and Hoolahan Limited
Ordinary
100
100
Become Recruitment Limited
Ordinary
100
100
ConSol Partners (Holdings) Limited
Ordinary
100
100
ConSol Solutions Limited (formerly ConSol Partners Europe Limited)
Ordinary
100
100
ConSol Partners Limited
Ordinary
100
100
CP101 Limited
Ordinary
100
100
Empresaria 2021 Limited
Ordinary
100
100
Empresaria Americas Finco Limited
Ordinary
100
100
Empresaria Americas Limited1
Ordinary
100
100
Empresaria Asia Limited1
Ordinary
100
100
Empresaria China Holdings Limited
‘A’ Ordinary
90
90
Empresaria GIT Holdings Limited1
Ordinary
100
100
Empresaria GIT Limited
Ordinary
100
100
Empresaria Healthcare Europe Limited1
Ordinary
100
100
Empresaria UK Holdings Limited (formerly Empresaria Healthcare Holdings Limited)1
Ordinary
100
100
Empresaria Indonesia Holdings Limited
Ordinary
100
100
Empresaria Limited1
Ordinary
100
100
Empresaria Malaysia Holdings Limited
Ordinary
100
100
Empresaria Mexico Holdings Limited
‘A’ Ordinary
100
100
Empresaria North America Limited
Ordinary
100
100
Empresaria NZ Finco Limited
Ordinary
100
100
Empresaria NZ Limited1
Ordinary
100
100
Empresaria Peru Holdings Limited
Ordinary
100
100
Empresaria Philippines Holdings Limited
‘A’ Ordinary
100
80
Empresaria UK Limited (formerly Empresaria Solutions Limited)1
Ordinary
100
100
Empresaria T&I Holdings Limited1
Ordinary
100
100
Empresaria Technology (Holdings) Limited1
Ordinary
100
100
Empresaria Thailand Holdings Limited
‘A’ Ordinary
83
80
Empresaria Vietnam Holdings Limited
‘A’ Ordinary
95
80
EMR1000 Limited1
Ordinary
100
100
Global Crew UK Limited2
Ordinary
95
90
Greycoat Placements Limited1
‘A’ Ordinary
90
90
Interim Management International Limited1
Ordinary
100
100
LMA Recruitment Limited1
‘A’ and ‘C’ Ordinary
94
94
Mansion House Recruitment Limited
Ordinary
94
94
McCall Limited1
‘A’ Ordinary
98
98
Oval (888) Limited1
Ordinary
100
100
Teamsales Recruitment Limited
Ordinary
100
100
The Recruitment Business Holdings Limited1
Ordinary
100
100
The Recruitment Business Limited
Ordinary
100
100
Notes to the Parent Company financial statements continued
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Company
Class of
share held
2024
Effective %
holding
2023
Effective %
holding
Registered office: Stanley & Williamson, Level 1 34 Burton Street,
Kirribilli NSW 2061, Australia
The Recruitment Business Pty Limited
Ordinary
100
100
Registered office: Durisolstraße 1/WDZ II, 4600 Wels, Austria
headwayaustria GesmbH
Ordinary
100
100
Registered office: Ave. Isidora Goyenechea 3250, 13th Floor, Santiago,
District of Las Condes, Chile
Empresaria Group Chile Limitada1
Ordinary
100
100
Registered office: Alcade Jorge Monckeberg 77, Santiago, Chile
A–Consulting Limitada
Ordinary
56
56
Alternattiva Empresa De Servicios Transitorios Limitada
Ordinary
56
56
Instituto De Capacitacion Complementaria De La Empresa Limitada
Ordinary
56
56
Marketing y Promociones S.A.
Ordinary
56
56
Registered office: Cerro El Plomo #5420, Oficina 703, 7th Floor, Las Condes, Santiago,
7560742, Chile
Monroe Chile S.A.
Ordinary
55
55
Registered office: Room 16F02, No. 828-838, Zhangyang Road, Pudong New Area,
Shanghai, China
Monroe Consulting Group China
Ordinary
90
90
Registered office: Brokenheimer Anlarge 2, 60322, Frankfurt am Main, Germany
ConSol Partners GmbH
Ordinary
100
100
Registered office: Dekan-Wagner-Str. 4a, 84032 Altdorf, Germany
headwaylogistic administration GmbH
Series A and Series B
100
84
headwayindustrie GmbH
Ordinary
100
84
Registered office: Herner Strasse 35, D-45657 Recklinghausen, Germany
headwaylogistic GmbH
Ordinary
100
84
Registered office: Mendelstrasse 4, 84030 Ergolding, Germany
Empresaria Holding Deutschland GmbH1
Ordinary
100
100
headwaypersonal GmbH
Series A and Series B
100
100
Registered office: Rooms 2702-3, 27th Floor Bank of East Asia Harbour View Centre,
56 Gloucester Road, Wan Chai, Hong Kong
The Recruitment Business Limited
Ordinary
100
100
Registered office: Unit 1002, Unicorn Trade Centre, 127-131 Des Voeux Road Central,
Hong Kong
LMA Recruitment (HK) Limited
Ordinary
100
100
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Company
Class of
share held
2024
Effective %
holding
2023
Effective %
holding
Registered office: 211, 212 & 213, 2nd Floor, Indraprasth Business Park, Makarba,
Ahmedabad, Gujurat 380051, India
Interactive Manpower Solutions Private Limited1
Ordinary
72
72
Registered office: Ground Floor, 001 Raghupati Niketan, Opp. Ishita Appartments,
Navrangpura, Ahmedabad, Gujarat, 380 009, India
IMS Workforce Solutions Private Limited
Ordinary
72
72
IMS Oneworld Private Limited
Ordinary
72
72
IMS Payroll Solutions Private Limited
Ordinary
72
72
Registered office: South Quarter Building, Tower C, Level 10, Jl. RA. Kartini,
Kav. 8, Cilandak, Jakarta, SELATAN 12430, Indonesia
PT. Monroe Consulting Group
‘A’ Ordinary
100
100
Registered office: 8-27 Toranomon 3-chome, Minato-ku, Tokyo, Japan
Skillhouse Staffing Solutions K.K.
Ordinary
90
90
Registered office: 14A Jalan Tun Mohd Fuad, Taman Tun Dr Ismail, 60000, Kuala Lumpur,
Wilayah Persektuan, Malaysia
Agensi Pekerjaan Monroe Consulting Group Malaysia Sdn. Bhd.
Ordinary
100
100
Registered office: Insurgentes 1796 4to Piso, Colonia Florida, DF 01030, Mexico
Monroe Consulting Mexico, S.A. de C.V.
Class I and
Class II Ordinary
100
100
Registered office: De Cuserstraat 93, tweede en derde verdieping, 1081 CN, Amsterdam,
Netherlands
Global Crew Netherlands B.V.3
Ordinary
–
90
Registered office: BDO Auckland, Level 4 BDO Centre, 4 Graham Street,
Auckland Central, Auckland, 1010, New Zealand
Global Resources Asia Limited
Ordinary
95
90
Rishworth Holdco Limited
Ordinary
95
90
Rishworth Aviation Asia Limited
Ordinary
95
90
Rishworth Aviation Asia Pacific Limited
Ordinary
95
90
Rishworth Aviation Europe Limited
Ordinary
95
90
Rishworth Aviation Limited
Ordinary
95
90
Rishworth Aviation International Limited
Ordinary
95
90
Rishworth Aviation Services Limited4
Ordinary
–
90
Rishworth Solutions Limited4
Ordinary
–
90
Registered office: Gilligan Sheppard Limited, Level 4 Smith & Caughey Building,
253 Queen Street, Auckland, 1010 New Zealand
The Recruitment Business Limited
Ordinary
100
100
Notes to the Parent Company financial statements continued
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Company
Class of
share held
2024
Effective %
holding
2023
Effective %
holding
Registered office: Av. Alfredo Benavides No 1551, Office No 901, District of Miraflores,
province and dept of Lima, Peru
Grupo Solimano S.A.C.
Ordinary
60
60
People Intermediacion S.A.C.
Ordinary
60
60
People Outsourcing S.A.C.
Ordinary
60
60
Solimano Asociados S.A.C.
Ordinary
60
60
Talentos, Servicios & Ingenieria S.A.C.
Ordinary
60
60
Registered office: Unit 605 Richville Corporate Tower, 1107 Alabang-Zapote Road,
Madrigal Business Park, Alabang, Muntinlupa C, 1780, Philippines
HR Philippines Holdings, Inc.
Ordinary
100
100
Registered office: Unit 1814 Cityland Condominium 10, Tower 1, 156 H.V. Dela Costa
Street, Brgy, Bel-Air, Makati City, Philippines
IMS Outsourcing Solutions Inc.
Ordinary
72
72
Registered office: High Street South Corporate Plaza, Tower 1, Unit 906 – 908, Bonifacio
Global City, Manila, 1634, Philippines
Monroe Consulting Philippines, Inc.
Ordinary
100
100
Registered office: 101 Cecil Street, #17-09 Tong Eng Building, 069533, Singapore
Rishworth Aviation GCA Pte Ltd (formerly Global Crew Asia Pte Ltd)
Ordinary
95
90
Rishworth Aviation Singapore PTE Ltd (formerly Global Resources Aviation Singapore Pte Ltd)
Ordinary
95
90
Registered office: 168 Robinson Road, #19-01 Capital Tower, 068912, Singapore
LMA Recruitment Singapore Pte. Limited
Ordinary
100
100
Registered office: Postova 3, 811 06, Bratislava, Slovakia
Gate1234 s.r.o.
Ordinary
100
100
Registered office: Vasagaten 28, SE-111 20, Stockholm, Sweden
Rishworth Aviation AB
Ordinary
95
90
Registered office: 28th Floor, Lake Rajada Office Complex Bldg, 193/119 Ratchadapisek
Rd, Klongtoey, Bangkok, 10110, Thailand
Monroe Holdings (Thailand) Company Limited
Ordinary
83
80
Monroe Recruitment Consulting Group Company Limited
Ordinary
83
80
Registered office: 850 New Burton Road, Suite 201, Dover, Kent, Delaware 19904, USA
ConSol Partners LLC
Ordinary
100
100
Registered office: 251 Little Falls Drive, City of Wilmington, County of New Castle,
Delaware 19808-1674, USA
Empresaria Americas Services Inc
Common Stock
100
100
Empresaria USA Inc.
Common Stock
100
100
LMA Recruitment USA, Inc.
Common Stock
100
100
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Company
Class of
share held
2024
Effective %
holding
2023
Effective %
holding
Registered office: 8 The Green Ste B, Dover, Kent, DE 19901, USA
IMS Oneworld Inc.
Ordinary
72
72
Registered office: 477 Main Street, Stoneham, MA 02180, USA
Medical Recruitment Strategies, LLC
‘A’ and ‘B’ Ordinary
100
100
Pharmaceutical Strategies, LLC
‘A’ and ‘B’ Ordinary
100
100
Recruitment Strategies Group, LLC
‘A’ and ‘B’ Ordinary
100
100
Registered office: Unit 102, 1st Floor, 284/9 Nguyen Trong Tuyen Street, Ward 10, Phu
Nhuan District, Ho Chi Minh City, Vietnam
Monroe Consulting Group Vietnam Limited Liability Company
Ordinary
95
80
1
These companies are directly held by Empresaria Group plc. The remaining investments are indirectly held. The percentage shown is as at 31 December.
2
Dissolved 4 February 2025.
3
Dissolved 5 June 2024.
4
Dissolved 6 May 2024.
The nature of each investment is the provision of staffing services and each entity operates in its country of incorporation.
8 Debtors
2024
£m
2023
£m
Amounts owed by subsidiary undertakings
7.2
8.1
Other debtors
0.2
0.4
Corporation tax
0.1
0.2
Deferred tax asset
–
2.6
Prepayments and accrued income
0.4
0.6
7.9
11.9
All of the deferred tax asset recognised at 31 December 2023 was expected to be recovered after one year.
During 2024 an impairment of £3.2m was recognised in relation to amounts owed by subsidiary undertakings. This was all in respect of
The Recruitment Business Holdings Limited following an assessment of recoverable amounts.
9 Creditors: amounts falling due within one year
2024
£m
2023
£m
Bank overdraft
4.3
8.2
Trade creditors
0.5
0.4
Amounts owed to subsidiary undertakings
10.5
8.6
Other creditors
0.1
0.1
Accruals
1.1
1.3
16.5
18.6
Interest on the UK bank overdraft is charged at 2.0% above applicable currency base rates.
Notes to the Parent Company financial statements continued
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10 Creditors: amounts falling due after more than one year
2024
£m
2023
£m
Bank loans
14.0
9.0
At 31 December 2024, the UK revolving credit facility of £15.0m (2023: £15.0m), expiring in March 2026, had a balance of £14.0m (2023:
£9.0m). This facility is based on the SONIA (Sterling Over Night Index Average) interest rate. The margin on the facility varies based on
the Group’s net debt to EBITDA ratio and ranges from 2.0% to 2.75%. Subsequent to the balance sheet date this facility was extended
for 6 months to September 2026 as set out in more detail in the Finance review on page 25.
2024
£m
2023
£m
Bank loans
Repayable between one and two years
14.0
–
Repayable after more than two years
–
9.0
14.0
9.0
11 Called up share capital
Number
of shares
2024
£m
Number
of shares
2023
£m
Issued, allotted and fully paid
Ordinary Shares of 5p each
49,853,001
2.5
49,853,001
2.5
Please see note 23 of the Group accounts for details on the share capital.
12 Contingent liabilities
The Company is part of a bank overdraft arrangement that operates across a number of subsidiaries of the Company. This facility gives
the Company greater access to readily available cash resources. Cross guarantees exist between the companies within this facility.
The total amount owed by the Group under this arrangement as at 31 December 2024 was £6.7m (2023: £8.0m).
The Company has given a guarantee in respect of the bank overdraft of Empresaria Holdings Deutschland, the holding company for
the Group's operations in Germany. The amount owed at 31 December 2024 was £6.3m (31 December 2023: £5.5m).
13 Related party transactions
Please see note 28 of the Group accounts for details on related party transactions.
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Financial statements
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Directors
Penny Freer
Zach Miles
Steve Bellamy
Ranjit de Sousa
Rhona Driggs
Tim Anderson
Secretary
James Chapman
Registered office
Old Church House
Sandy Lane
Crawley Down
Crawley
West Sussex
RH10 4HS
Company registration number
03743194
Nominated Adviser &
Broker
Singer Capital Markets
1 Bartholomew Lane
London
EC2N 2AX
Solicitors
Osborne Clarke LLP
Halo Counterslip
Bristol
BS1 6AJ
Bankers
HSBC plc
EQ Building
111 Victoria Street
Bristol
BS1 6AX
Independent auditor
CLA Evelyn Partners Limited
45 Gresham Street
London
EC2V 7BG
Registrars
Link Group
10th Floor
Central Square
29 Wellington Street
Leeds
West Yorkshire
LS1 4DL
Officers and professional advisers
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Strategic report
Governance
Financial statements
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Glossary
Adjusted earnings per share
Earnings per share adjusted to exclude
amortisation of intangible assets identified
in business combinations, impairment
of goodwill and other intangible
assets, exceptional items, loss on sale
of subsidiaries, fair value charges on
acquisition of non-controlling shares and
any related or exceptional tax.
Adjusted operating profit
Operating profit adjusted to exclude
amortisation of intangible assets identified
in business combinations, impairment
of goodwill and other intangible assets,
exceptional items, loss on sale of
subsidiaries and fair value charges on
acquisition of non-controlling shares.
Adjusted profit before tax
Profit before tax adjusted to exclude
amortisation of intangible assets identified
in business combinations, impairment
of goodwill and other intangible assets,
exceptional items, loss on sale of
subsidiaries and fair value charges on
acquisition of non-controlling shares.
CC LFL (Constant currency and
excluding exited operations)
Year-on-year movement assessed after
converting prior year amounts at the
current year exchange rates and after
excluding operations exited in both the
current and prior year.
Conversion ratio
Adjusted operating profit as a percentage
of net fee income.
Debt to debtors ratio
Net debt as a percentage of trade
receivables.
Free cash flow
Free cash flow measures the amount
of cash generated that is available for
investing in the business, reducing debt or
returning to shareholders. It is measured
as the net cash from operating activities
per the cash flow statement adjusted
to deduct payments made under lease
agreements.
Free cash (pre-tax)
Free cash flow excluding cash outflows on
income taxes.
Managed Service Provider
(‘MSP’)
An outsourced agency that manages the
staffing requirements of an end client by
managing its preferred staffing agencies.
Net debt
Borrowings less cash and cash equivalents
excluding lease liabilities recognised
under IFRS 16 Leases.
Net fee income
Revenue less cost of sales. Cost of
sales includes the remuneration cost of
temporary and contract workers and the
cost of staff directly providing offshore
services. For permanent placements, net
fee income is typically equal to revenue
with only limited costs of sales in some
cases.
Offshore Services
Outsourced services provided from our
Offshore Services operations in India
and Philippines to clients operating in
the staffing sector and based in other
countries and primarily in the UK and US.
Services are tailored to our clients needs
and include any stage of the recruitment
process, compliance and credentialling,
and accounting, finance and back-office.
Pilot bonds
Pilot bonds are sometimes required by
airline clients to be taken at the start of
a pilot’s contract. These are returned to
pilots or paid to clients through the course
of the pilot’s contract or when it ends in
line with the terms of the agreement.
RPO
Recruitment Process Outsourcing (‘RPO’)
is where an employer transfers all or part
of its recruitment process to an external
provider.
SIA
Staffing Industry Analysts (‘SIA’) is a global
adviser on staffing and workforce solutions
and a provider of data and publications
related to the staffing industry.
Staff productivity
Net fee income divided by total staff costs
within administrative costs.
Vendor Management System
(‘VMS’)
Technology used by MSPs to enable them
to deliver services to their end clients. This
is used to manage the end-to-end process
including the distribution of roles to
staffing agencies, collection of candidate
submissions, coordination of interviews,
job offers, billing and timesheets.
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Strategic report
Governance
Financial statements
Empresaria Annual report and accounts 2024
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Empresaria Group plc
Old Church House
Sandy Lane
Crawley Down
Crawley
West Sussex
RH10 4HS
T: +44 (0)1342 711430
www.empresaria.com/contact
www.empresaria.com