Sale of non-core subsidiary

Summary by AI ^BETAClose X

Empresaria Group plc has sold its 90% stake in Skillhouse Staffing Solutions K.K., a Japanese IT staffing agency, to its managing director, Mark Smith, for an initial cash consideration of ¥200,000,000 (approximately £0.94 million). The sale also includes deferred consideration based on 80% of Skillhouse's profit before tax for the 2026 and 2027 financial years, with a minimum of ¥20,000,000 (approximately £94k) per year. This divestment aligns with Empresaria's strategy to exit smaller operations, and the net proceeds will support working capital. Skillhouse's gross assets were £2.4 million as of December 31, 2025, and it generated a profit before tax of £0.25 million in the same period. The transaction is considered a related-party transaction, but the directors, after consulting with their nominated adviser, deem the terms fair and reasonable for shareholders.

Disclaimer*

Empresaria Group PLC

24 April 2026

Empresaria Group plc

("Empresaria", the "Company" or the "Group")

Sale of non-core subsidiary and related party transaction

Empresaria Group plc (AIM: EMR), the international specialist staffing group, announces the sale of its 90% interest, held via its wholly owned subsidiary Interim Management International Limited, in Skillhouse Staffing Solutions K.K. ("Skillhouse") to Mark Smith (the "Sale"). Mark Smith is the current managing director of Skillhouse.

The Group will receive an initial cash consideration of ¥200,000,000 (approximately £0.94 million) on completion of the Sale. In addition, the Group will receive deferred consideration, to be calculated as 80% of Skillhouse's profit before tax over the 2026 and 2027 financial years, subject to a minimum of ¥20,000,000 (approximately £94k) for each financial year.

Skillhouse operates in Japan and is a staffing agency specialising in recruiting for IT roles. The Sale is part of the Group's previously announced strategy to exit the Group's smaller operations in markets or sub‐sectors where the Group does not plan to commit further investment. It is anticipated that the net proceeds generated from the Sale will be applied to the Group's working capital requirements.

The gross assets the subject of the Sale, as at 31 December 2025, were approximately £2.4 million and Skillhouse generated a profit before tax during the year ended 31 December 2025 of approximately £0.25 million.

Related Party Transaction

The sale of the Group's 90% interest in Skillhouse to Mark Smith, a director of Skillhouse, is deemed to be a related-party transaction pursuant to rule 13 of the AIM Rules for Companies. The directors of Empresaria, all of whom are independent of the Sale, consider, having consulted with the Company's nominated adviser, Allenby Capital Limited, that the terms of the Sale are fair and reasonable insofar as the Company's shareholders are concerned.

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Enquiries:

Empresaria Group plc Nigel Marsh, Chief Executive Officer James Chapman, General Counsel & Company Secretary	via Alma PR
Allenby Capital Limited (Nominated Adviser and Broker) Nick Naylor / Vivek Bhardwaj (Corporate finance) Tony Quirke (Equity sales) / Ian Jermin (Research)	020 3328 5656
Alma Strategic Communications (Financial PR) Sam Modlin / Rebecca Sanders-Hewett / Sarah Peters	020 3405 0205 empresaria@almastrategic.com

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