18 May 2026
Empresaria Group plc
("Empresaria", the "Company" or the "Group")
Results for the year ended 31 December 2025
Empresaria (AIM: EMR), the global specialist staffing group, reports its results for the year ended 31 December 2025.
Financial highlights
|
|
2025 |
2024 |
% change |
% change CC LFL2 |
|
Revenue |
£239.0m |
£246.2m |
-3% |
+2% |
|
Net fee income |
£47.3m |
£50.4m |
-6% |
0% |
|
Adjusted operating profit1 |
£5.7m |
£3.8m |
+50% |
+48% |
|
Operating loss |
£(2.7)m |
£(3.6)m |
+25% |
|
|
Adjusted profit before tax1 |
£4.0m |
£2.2m |
+82% |
|
|
Loss before tax |
£(4.4)m |
£(5.2)m |
+15% |
|
|
Adjusted diluted loss per share1 |
(0.6)p |
(1.0)p |
+40% |
|
|
Diluted loss per share |
(19.0)p |
(21.2)p |
+10% |
|
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 noncontrolling shares and, in the case of earnings, any related or exceptional tax.
2 CC LFL - Constant currency and excluding exited operations. Calculated by translating the 2024 results at the 2025 exchange rates and excluding the results of operations exited in 2024 and 2025 from both years.
· Net fee income flat on a CC LFL basis (reported figure down 6% to £47.3m)
o Offshore Services once again achieved a very strong net fee income growth of 16% (CC LFL)
o Reductions in net fee income across other operations bar the US which delivered growth of 23% (CC LFL)
o Temporary and contract net fee income reduced by 4% (CC LFL)
o Permanent placement continues to be challenging with net fee income reduced by 9% (CC LFL)
· Adjusted operating profit up 50% to £5.7m - reduction in net fee income offset by cost reductions
· Adjusted profit before tax up 82% to £4.0m - driven by increase in adjusted operating profit
· Adjusted, diluted loss per share improved to 0.6p, reflecting the increase in adjusted operating profit before tax
· Net debt increased to £17.1m (31 December 2024: £15.3m) with headroom (excluding invoice financing) of £5.4m
· No final dividend proposed for 2025 reflecting the current challenging trading environment and the Group's financial position
· Subsequent to the balance sheet date, the Group's revolving credit facility has been extended to October 2027
Reassessment of the Group's strategy
· From 1 January 2026, following the new management team's review, the Group formally concluded its prior transformation strategy and returned to a decentralised, multi-branded staffing model aligned with Empresaria's founding principles
· The Group's strategic focus is now:
|
o |
Stabilising the business and eliminating loss-making activities |
|
o |
Reinstating a regional reporting structure, moving away from the classification of operations as 'Core' and 'Non-core' |
|
o |
Delivering balanced, profitable growth alongside strengthened cost control, financial discipline and governance |
|
o |
Empowering operating companies through decentralised leadership, specialist focus and entrepreneurial agility |
Joost Kreulen, Empresaria's Chairman, commented:
"The staffing market remained challenging throughout 2025. While operational efficiencies improved, it became clear to the Board that the centralised transformation strategy initiated in 2024 by the previous board and management was not delivering the expected commercial outcomes. Notwithstanding this, our Offshore Services business has continued to perform strongly and delivered pleasing growth.
The move toward a single-brand structure and the classification of operations as "Core" and "Non-core" introduced complexity and diluted the entrepreneurial strengths that historically underpinned Empresaria's success.
At the end of 2025, the new Board undertook a comprehensive review and concluded that a strategic reset was required, and the Group has returned to a decentralised, multi-branded staffing model aligned with Empresaria's founding principles. We believe that the Group now has a much clearer strategic focus that empowers the operating companies and will leave Empresaria well placed for when the market recovers."
Enquiries:
|
Empresaria Group plc |
via Alma PR |
|
Allenby Capital Limited (Nominated Adviser and Broker) |
020 3328 5656 |
|
Alma Strategic Communications (Financial PR) |
020 3405 0205 |
Chairman's statement
2025 performance
The staffing market remained challenging throughout 2025.
The Group has performed ahead of expectations with improved operating profits against a backdrop of challenging market conditions. Our Offshore Services business delivered a healthy growth in net fee income of 16% (CC LFL) and there was strong fee growth of 19% (CC LFL) in our US healthcare business. The Group experienced varied market conditions during the year in other regions, and in particular the UK, Germany and APAC.
People
I would like to acknowledge and thank all our teams for their hard work and dedication in delivering improved results during what has been a challenging year. Their perseverance and determination have been exemplary. It is the strength of our people and Managing Directors' leadership that will enable us to execute our balanced growth strategy successfully and continue delivering sustainable value to our shareholders.
Dividend
The Board has reviewed the dividend in light of the 2025 results, the current trading environment and the financial position of the Company and the Group. As a result, the Board is proposing not to pay a final dividend in respect of the year ended 31 December 2025 (31 December 2024: £nil).
2025: A necessary reassessment
I was appointed to the Board on 15 October 2025, together with my fellow Non-Executive Directors, with a mandate to stabilise the Group's financial and operational controls, re-engage with the Managing Directors across the Group's businesses, and undertake a comprehensive review of the Group's strategy.
In the second half of 2025, the new Board undertook this comprehensive review and concluded that a strategic reset was required. A key priority has been to reaffirm the Group's core principles: entrepreneurial freedom of action, a decentralised multi-branded business model and director-led value creation.
As a newly constituted Board, we have discontinued the accelerated growth at all costs strategy pursued by the previous Board, which proved unsuccessful in both conception and execution. We have instead adopted a balanced and sustainable growth strategy for the years ahead.
Strategy for 2026 onwards
From 1 January 2026, we formally ended the prior transformation strategy and returned to a decentralised, multi-branded model aligned with Empresaria's founding principles.
The new Board's mandate was clear, being:
· Stabilise the Group
· Eliminate pockets of losses
· Restore financial discipline
· Reassess strategic direction
We will operate across UK & Europe, APAC and the Americas, supporting all Group companies and moving away from "Core" and "Non-core" classifications.
This structure restores local accountability while strengthening central oversight and financial control.
Balanced and profitable growth
Our focus shifts decisively from "growth at all costs" to balanced, profitable growth and the Group's 2026 budget reflects this discipline at the net fee income and operating profit levels.
Improvements will be driven by:
· Stopping loss-making activity
· Strengthening cost control
· Empowering operating company leadership
· Improving accountability and execution
Selective disposals will be considered only where there is a clear commercial rationale and stakeholder alignment.
Rebuilding confidence
Empresaria was founded on decentralised leadership, specialist focus and entrepreneurial agility.
Our revised strategy restores that identity while embedding stronger financial discipline and governance.
Outlook
The challenging economic environment we have seen across the staffing industry in recent years has continued into 2026 and the Group's trading outlook remains uncertain at the macroeconomic and global political levels.
Notwithstanding this, we enter 2026 with a stabilised operating model, clear financial targets, improved cost discipline and stronger accountability. We have clear priorities including delivering consistent, profitable growth, strengthening the balance sheet, rebuilding shareholder confidence and higher investment in Offshore Services.
By combining entrepreneurial freedom with disciplined financial control, we believe Empresaria is well positioned to create sustainable long-term value.
Joost Kreulen
Chairman of the Board
15 May 2026
Operating review
The operating review by segment below follows the classification of "Core" (UK, US and Offshore Services) and "Non-core" operations as adopted by the former Board. From 1st January 2026, the new Board will move away from labelling operating companies as "Core" and "Non-core", with all Group companies supported and nurtured by the central plc team.
UK
|
£m |
2025 |
2024 |
|
Revenue |
18.8 |
22.4 |
|
Net fee income |
3.9 |
4.4 |
|
Adjusted operating loss |
(0.1) |
(0.8) |
|
% of Group net fee income |
8% |
9% |
|
Average number of staff |
40 |
43 |
In the UK, revenue decreased by 16% and net fee income declined by 11% year-on-year. The adjusted operating loss reduced by 88%, driven by strong cost control and efficiencies gained from operating under a single brand, bringing the business closer to break-even.
The decline in net fee income primarily reflected a 20% reduction in temporary and contract activity, partially offset by a 32% increase in permanent net fee income. Within the Professional sector, net fee income reduced significantly due to weaker demand across our client base.
Towards the end of 2024, the UK operation was consolidated under a single leadership and management structure to seek to enhance efficiency and strengthen cost control. The new Board is resetting that strategy to enable business Managing Directors across the Group to operate with greater entrepreneurialism and a balanced, sales-driven focus, with continued support from the central plc team.
US
|
£m |
2025 |
2024 |
|
Revenue |
11.8 |
10.5 |
|
Net fee income |
2.7 |
2.3 |
|
Adjusted operating loss |
(0.7) |
(0.7) |
|
% of Group net fee income |
6% |
4% |
|
Average number of staff |
22 |
16 |
In US, our revenue increased by 12% (16% CC LFL) and net fee income increased by 17% (23% CC LFL). Adjusted operating loss remained unchanged at £0.7m.
Our US Healthcare operation, which has underperformed in recent years, delivered a strong performance in the second half of 2024 and continued this momentum into 2025, achieving solid profitability and year-on-year growth in net fee income of 15% (19% CC LFL). This improvement reflects supportive market conditions and the operational actions taken to strengthen the business. We are encouraged by the improvement in performance during 2025, which demonstrates the operation's strong underlying growth potential.
Our US IT operation continued to face a challenging and cautious market with the growth of AI replacing IT roles, resulting in further declines in net fee income in 2025. Cost-saving initiatives were implemented during the period, resulting in a modest improvement in reported losses compared with the prior year. Our focus is now on strengthening our sales strategy to position the business to benefit from improving market conditions.
Our US Professional operation was launched in 2023 amid a challenging market and achieved substantial growth in 2025, with revenue increasing by 229% (240% CC LFL) and net fee income increasing by 184% (194% CC LFL). Continued investment in building the sales team to support this growth resulted in an increased operating loss during the period.
Offshore Services
|
£m |
2025 |
2024 |
|
Revenue |
28.8 |
26.9 |
|
Net fee income |
13.8 |
12.7 |
|
Adjusted operating profit |
7.0 |
5.8 |
|
% of Group net fee income |
29% |
25% |
|
Average number of staff |
2,697 |
2,521 |
The Group's Offshore Services delivered a solid performance in 2025, with revenue up 7% (15% CC LFL), net fee income up 9% (16% CC LFL) and profits up 21% (30% CC LFL).
Our Offshore Services operations provide operational and recruitment process support, principally in the UK and the US. These services include compliance, finance and accounting, and other business-critical functions, supporting both third-party clients and our own Group businesses. This capability enhances operational efficiency and scalability and is delivered from our centres in India and the Philippines.
In the UK, following a reduction in net fee income in 2024, we returned to growth in 2025. Demand strengthened during the year, and at the end of 2025 billable seats increased by 13% compared with the end of 2024, reflecting a sustained focus on Education, Engineering and light industry sectors creating a more balanced revenue base and reduced dependence on the healthcare sector, paving the way for future growth and building on the positive business momentum.
In the US, market conditions stabilised during the period, with billable seats increasing by 11% at the end of 2025 compared with the prior year end. The US region continues to show structural strength and has become more of a balanced business portfolio.
Overall, the UK region has successfully mitigated sectoral contractual risks and regained a growth trajectory. Accounting, business back-office and digital marketing outsourcing witnessed structural growth momentum as businesses increasingly outsource non-core functions optimising costs amid macroeconomic volatility.
Non-core operations (reclassified with effect from 1 January 2026)
|
£m |
2025 |
2024 |
|
Revenue |
180.7 |
180.8 |
|
Net fee income |
28.0 |
30.4 |
|
Adjusted operating profit |
3.0 |
4.3 |
|
% of Group net fee income |
57% |
62% |
|
Average number of staff |
422 |
478 |
In the non-core operations, revenue was unchanged in the year (up by 1% CC LFL), net fee income decreased by 8% (8% CC LFL), and profit decreased by 30% (down by 28% CC LFL).
Non-core operations regions continued to be affected by the wider recruitment market, particularly in Professional, IT and Commercial sectors.
In UK & Europe, our two largest profit contributors in 2025 were headway in Germany and Greycoat in the UK. Greycoat, which operates in private household services and corporate hospitality, reported a 3% increase in revenue year-on-year, but a reduction of net fee income by 6%, reflecting a strong comparative performance in 2024. headway reported a 4% decline in revenue year-on-year, primarily driven by challenging conditions in the commercial sector.
In Japan, our IT recruitment operation delivered a solid performance in 2025, with net fee income increasing by 4% year-on-year (up by 6% CC LFL), reflecting improved conditions in the IT sector following a challenging 2024.
Our aviation operation, operating across New Zealand, Singapore and Sweden, achieved 5% net fee income growth in constant currency and returned to profitability in 2025 after several years of losses. The improved performance reflects strategic reductions in the cost base and continued diversification of the revenue mix, supported by strong growth in permanent recruitment and early signs of recovery in our core pilot leasing offering.
For the other operations in the APAC region, the wider recruitment market remains challenging. In Malaysia, we continued to see good progress with net fee income growing by 7% year-on-year, and good progress on profits which has increased by 19% year-on-year. While this remains our smallest operation in the region it is a market with strong drivers for growth including from increased foreign investment.
In South America, our largest profit for the non-core operations, being the Chile operation, has continued to deliver good growth with a 7% increase in net fee income (up by 12% CC LFL), and a 18% increase in profit (up by 22% CC LFL). In our smaller operation in Peru we saw significant growth in net fee income of 21% year-on-year, with profits also doubling in the year.
Finance review
Overview
The Group's 2025 results reflect ongoing challenging market conditions, with revenue down 3% (up 2% CC LFL) and net fee income down 6% (unchanged on a constant currency basis). Despite this, adjusted operating profit increased by 50% (48% CC LFL). This improvement in adjusted operating profit drove an 82% increase in adjusted profit before tax to £4.0m, with adjusted diluted loss per share improving to 0.6p from a loss per share of 1.0p in the prior year.
Net debt increased to £17.1m at 31 December 2025 (31 December 2024: £15.3m), mainly driven by external dividends paid to minority interests, tax payments, foreign exchange translation losses resulting from the depreciation of the Indian rupee in the second half of 2025 ("H2"), and exceptional costs. The Group is targeting to eliminate its net debt through improved trading results, reduced tax bills by utilising deferred tax losses and by
effective and consistent management of working capital. Facility headroom at 31 December 2025 was £5.4m (excluding invoice financing) which will be used for organic growth.
Income statement
|
|
2025 £m |
2024 £m |
% change |
% change CC LFL2 |
|
Revenue |
239.0 |
246.2 |
-3% |
+2% |
|
Net fee income |
47.3 |
50.4 |
-6% |
0% |
|
Operating loss |
(2.7) |
(3.6) |
+25% |
|
|
Adjusted operating profit1 |
5.7 |
3.8 |
+50% |
+48% |
|
Loss before tax |
(4.4) |
(5.2) |
+15% |
|
|
Adjusted profit before tax1 |
4.0 |
2.2 |
+82% |
|
|
Diluted loss per share |
(19.0)p |
(21.2)p |
+10% |
|
|
Adjusted, diluted loss per share1 |
(0.6)p |
(1.0)p |
+40% |
|
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 noncontrolling shares and, in the case of earnings, any related or exceptional tax. See note 6 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 2024 results at the 2025 exchange rates and excluding the results of operations exited in 2024 and 2025 from both years.
Revenue decreased by 3% (up 2% CC LFL) with net fee income decreasing by 6% (unchanged on a constant currency basis). The greater fall in net fee income reflects the revenue mix with net fee income from permanent placement down 14% (9% CC LFL) and temporary and contract down 9% (down 4% CC LFL), offset by offshore services up 9% (19% CC LFL). Staff productivity improved slightly, ongoing cost actions partially offset the reduction in net fee income with adjusted operating profit up 50% (48% CC LFL) to £5.7m.
A detailed analysis of the results by region is provided in the Operating Review. Central costs decreased to £3.5m (2024: £4.1m) following some cost savings made in the year.
Adjusted profit before tax increased by 82% to £4.0m reflecting the improvement in adjusted operating profit. Net interest costs increased by £0.1m to £1.7m due to the impact of higher net debt partially offset with improved cash management. The reported loss before tax of £4.4m (2024: loss of £5.2m) is stated after amortisation of intangible assets identified in business combinations of £1.1m (2024: £1.2m), impairment of goodwill of £5.3m (2024: £1.1m) and exceptional items of £2.0m (2024: £4.1m).
Exceptional items of £2.0m comprised £0.9m for the termination costs for the departure of the former executives and reconstitution of the Board in October 2025; £0.7m for legal and professional costs incurred in respect of the aborted takeover offers; £0.2m in restructuring costs of the Germany operations; and £0.2m in suspending the costs incurred by the former Board of its failed strategy implementation in the first half of 2025 ("H1").
The goodwill impairment recognised during the year relates to four businesses, two within the core operations in the UK and the US and two within the non-core operations in the UK and Peru. The charges reflect weaker trading performance in recent years within the US IT operation, alongside continued challenging recruitment market conditions in the UK as well as challenges within the commercial operations in Peru.
The total tax for the year is a charge of £3.2m (2024: £3.7m). This is due to tax being charged on profits arising from certain group companies, without any benefit from tax losses in the other group companies. The new strategy to eliminate loss making entities and stabilise the financial position will help address this going forward. On an adjusted basis, the effective tax rate for the group is 64% (2024: 55%). The effective tax rate is higher than the underlying tax rates due to a number of factors, including:
|
· |
expenses not deductible for tax purposes (£0.9m); |
|
· |
withholding taxes, dividend taxes and deferred tax liabilities on unremitted earnings in respect of our overseas operations (£0.9m); and |
|
· |
deferred tax assets not recognised on certain tax losses around the Group (£1.5m). |
The adjusted diluted loss per share of 0.6p (2024: loss per share of 1.0p) reflects the increase in adjusted profit before tax. Reported diluted loss per share was 19.0p reflecting the exceptional items and impairment charges.
Balance sheet
|
|
2025 |
2024 (Restated) |
|
|
£m |
£m |
|
Goodwill and other intangible assets |
25.9 |
32.3 |
|
Trade and other receivables |
38.2 |
39.1 |
|
Cash and cash equivalents |
17.6 |
17.2 |
|
Right-of-use assets |
6.4 |
5.9 |
|
Other assets |
7.7 |
6.0 |
|
Total assets |
95.8 |
100.5 |
|
|
|
|
|
Trade and other payables |
(28.9) |
(26.8) |
|
Borrowings |
(34.7) |
(32.5) |
|
Lease liabilities |
(6.6) |
(6.2) |
|
Other liabilities |
(5.4) |
(3.6) |
|
Total liabilities |
(75.6) |
(69.1) |
|
|
|
|
|
Net assets |
20.2 |
31.4 |
Goodwill and other intangible assets arise from the investments and acquisitions the Group has made. At 31 December 2025 the balance was £25.9m (2024: £32.3m) with the movement in 2025 due to £1.2m of amortisation of intangible assets (2024: £1.4m), foreign exchange gain of £0.1m (2024: losses of £0.7m), goodwill impairment charge of £2.8m (2024: £1.5m) and no additions in the year (2024: £0.2m).
Trade and other receivables include trade receivables of £29.5m (2024: £29.7m). Average debtor days for the Group in 2025 reduced to 38 days (2024: 39), with debtor days at 31 December 2025 year-end of 39 days (2024: 40). The income statement includes a charge of £0.5m (2024: £3.2m) in respect of impairment losses on trade receivables which for 2024 all related to the exceptional bad debt expenses.
Cash and borrowings are discussed in the financing section below.
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.
|
|
2025 |
2024 |
|
|
£m |
£m |
|
Net cash inflow from operating activities per cash flow statement |
7.7 |
1.4 |
|
Deduct payments made under lease agreements |
(5.4) |
(5.3) |
|
Free cash flow |
2.3 |
(3.9) |
|
Taxation |
3.0 |
2.1 |
|
Free cash flow (pre-tax) |
5.3 |
(1.8) |
Free cash flow increased by £6.2m in 2025 compared to 2024, with the largest driver being the increase in adjusted profit. 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:
|
|
2025 |
2024 |
|
|
£m |
£m |
|
Free cash flow |
2.3 |
(3.9) |
|
Sale of subsidiaries |
- |
0.7 |
|
Purchase of shares in existing subsidiaries |
(0.2) |
(0.2) |
|
Purchase of property, plant and equipment, and software |
(1.0) |
(0.8) |
|
Dividends paid to owners of Empresaria Group plc |
- |
(0.5) |
|
Dividends paid to non-controlling interests |
(1.8) |
(0.8) |
|
Other items |
(1.1) |
1.0 |
|
Increase in net debt |
(1.8) |
(4.5) |
Purchase of property, plant and equipment, and software of £1.0m principally relates to our Offshore Services business. Dividends paid to our shareholders were £nil (2024: £0.5m) reflecting the prudence in cash flow and the results in the last two years. As there are currently no outstanding vested share options and the Employee Benefit Trust holds 0.8m shares, no purchases were made in 2025. Dividends paid to non-controlling interests in the year were £1.8m (2024: £0.8m) reflecting a strong performance in our Offshore Services business.
Financing
The Group's treasury function is managed centrally.
|
|
2025 |
2024 |
|
|
£m |
£m |
|
Cash and cash equivalents |
17.6 |
17.2 |
|
|
|
|
|
Overdrafts |
(14.3) |
(14.3) |
|
Invoice financing |
(5.2) |
(4.1) |
|
Bank loans |
(15.2) |
(14.1) |
|
Total borrowings |
(34.7) |
(32.5) |
|
|
|
|
|
Adjusted net debt |
(17.1) |
(15.3) |
Net debt at 31 December 2025 increased to £17.1m (2024: £15.3m) reflecting the cash flows discussed above.
During 2025, the month-end average net debt position was £12.9m (2024: £12.1m) with a month end high of £18.0m at 30 November (2024: £15.3m at 31 December) and a month end low of £13.4m at 31 January (2024: £8.9m at 31 January).
Our debt to debtors ratio (net debt as a percentage of trade receivables) has increased to 58% (2024: 52%) reflecting the increase in net debt.
Total borrowings were £34.7m (2024: £32.5m) with bank overdrafts of £14.3m (2024: £14.3m), invoice financing of £5.2m (2024: £4.1m) and bank loans of £15.2m (2024: £14.1m). The Group's borrowings are principally held to fund working capital requirements and are mainly due within one year. As at 31 December 2025, no borrowings were classified as non-current (2024: £14.0m). The movement reflects changes in the classification of the Group's revolving credit facility.
The Group maintains a range of facilities to manage its working capital and financing requirements. At 31 December 2025, the Group had facilities totalling £41.9m (2024: £39.6m).
|
|
2025 |
2024 |
|
|
£m |
£m |
|
UK facilities |
|
|
|
Overdrafts |
8.0 |
8.0 |
|
Revolving credit facility |
15.0 |
15.0 |
|
Invoice financing facility |
3.8 |
3.8 |
|
Total UK facilities |
26.8 |
26.8 |
|
Continental Europe facilities |
7.4 |
7.0 |
|
APAC facilities |
0.8 |
0.9 |
|
Americas facilities |
6.9 |
4.9 |
|
|
41.9 |
39.6 |
|
Undrawn facilities (excluding invoice financing) |
5.4 |
4.1 |
The Group's facilities were broadly unchanged in 2025. Subsequent to the balance sheet date the, the Group's revolving credit facility has been extended.
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 2025, are as follows:
|
Covenant |
Target |
Actual |
|
Net debt: EBITDA |
<3.0 times |
2.6 |
|
Interest cover |
>3.0 times |
4.7 |
Subsequent to the balance sheet date, on 15 April 2026 the Group signed extended facilities with its senior debt provider. The key changes included extending the revolver credit facility of £15m for a further 13 months to October 2027 and reducing the overdraft facility for our German business to Euro 8.25m. The Group has delivered a stable financial platform by securing these extended bank facilities.
Dividend
During the year, the Group paid no dividends (2024: £0.5m). Given the current trading environment and the Group's financial position, the Board is not proposing the payment of a dividend in respect of the year ended 31 December 2025. As a result of impairment charges recognised in the current and prior years, the Company had negative distributable reserves as at 31 December 2025. The Board are considering strategic options to resolve this in order to allow the Company to return to paying a capital dividend.
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 below.
Arun Shankardass
Chair of the Audit & Risk Committee
15 May 2026
Consolidated income statement
for the year ended 31 December 2025
|
|
|
2025 |
2024 |
|
|
Note |
£m |
£m |
|
|
|
|
|
|
Revenue |
2 |
239.0 |
246.2 |
|
Cost of sales |
|
(191.7) |
(195.8) |
|
Net fee income |
2 |
47.3 |
50.4 |
|
Administrative costs |
|
(41.6) |
(46.6) |
|
Adjusted operating profit |
2 |
5.7 |
3.8 |
|
Exceptional items |
3 |
(2.0) |
(4.1) |
|
Fair value charge on acquisition of non-controlling shares |
|
- |
(0.4) |
|
Loss on sale of subsidiaries |
|
- |
(0.6) |
|
Impairment of goodwill |
8 |
(5.3) |
(1.1) |
|
Amortisation of intangible assets identified in business combinations |
9 |
(1.1) |
(1.2) |
|
Operating loss |
|
(2.7) |
(3.6) |
|
Finance income |
4 |
0.7 |
0.8 |
|
Finance costs |
4 |
(2.4) |
(2.4) |
|
Net finance costs |
4 |
(1.7) |
(1.6) |
|
Loss before tax |
|
(4.4) |
(5.2) |
|
Taxation |
5 |
(3.2) |
(3.7) |
|
Loss for the year |
|
(7.6) |
(8.9) |
|
|
|
|
|
|
Attributable to: |
|
|
|
|
Owners of Empresaria Group plc |
|
(9.3) |
(10.4) |
|
Non-controlling interests |
|
1.7 |
1.5 |
|
|
|
(7.6) |
(8.9) |
|
|
|
|
|
|
|
|
Pence |
Pence |
|
Loss per share |
|
|
|
|
Basic |
7 |
(19.0) |
(21.2) |
|
Diluted |
7 |
(19.0) |
(21.2) |
|
|
|
|
|
Details of adjusted earnings per share are shown in note 7.
Consolidated statement of comprehensive income
for the year ended 31 December 2025
|
|
2025 |
2024 |
|
|
£m |
£m |
|
|
|
|
|
Loss for the year |
(7.6) |
(8.9) |
|
Other comprehensive income |
|
|
|
Items that may be reclassified subsequently to the income statement: |
|
|
|
Exchange differences on translation of foreign operations |
(1.4) |
(1.1) |
|
Items that will not be reclassified to the income statement: |
|
|
|
Exchange differences on translation of non-controlling interests in foreign operations |
(0.4) |
(0.3) |
|
Other comprehensive loss for the year |
(1.8) |
(1.4) |
|
Total comprehensive loss for the year |
(9.4) |
(10.3) |
|
|
|
|
|
Attributable to: |
|
|
|
Owners of Empresaria Group plc |
(10.7) |
(11.5) |
|
Non-controlling interests |
1.3 |
1.2 |
|
|
(9.4) |
(10.3) |
Consolidated balance sheet
as at 31 December 2025
|
|
|
2025 |
Restated 2024 |
|
|
Note |
£m |
£m |
|
Non-current assets |
|
|
|
|
Property, plant and equipment |
|
1.4 |
1.6 |
|
Right-of-use assets |
|
6.4 |
5.9 |
|
Goodwill |
8 |
21.6 |
26.6 |
|
Other intangible assets |
9 |
4.3 |
5.7 |
|
Deferred tax assets |
|
3.9 |
4.0 |
|
|
|
37.6 |
43.8 |
|
Current assets |
|
|
|
|
Trade and other receivables |
10,17 |
38.2 |
39.1 |
|
Current tax assets |
|
2.4 |
0.4 |
|
Cash and cash equivalents |
|
17.6 |
17.2 |
|
|
|
58.2 |
56.7 |
|
Total assets |
|
95.8 |
100.5 |
|
|
|
|
|
|
Current liabilities |
|
|
|
|
Trade and other payables |
11,17 |
28.9 |
26.8 |
|
Current tax liabilities |
|
2.7 |
1.0 |
|
Borrowings |
12 |
34.7 |
18.5 |
|
Lease liabilities |
|
5.4 |
5.0 |
|
|
|
71.7 |
51.3 |
|
Non-current liabilities |
|
|
|
|
Borrowings |
12 |
- |
14.0 |
|
Lease liabilities |
|
1.2 |
1.2 |
|
Defined benefit pension liability |
15 |
0.4 |
0.4 |
|
Deferred tax liabilities |
|
2.3 |
2.2 |
|
|
|
3.9 |
17.8 |
|
Total liabilities |
|
75.6 |
69.1 |
|
Net assets |
|
20.2 |
31.4 |
|
|
|
|
|
|
Equity |
|
|
|
|
Share capital |
|
2.5 |
2.5 |
|
Share premium account |
|
22.4 |
22.4 |
|
Merger reserve |
|
0.9 |
0.9 |
|
Equity reserve |
|
(10.3) |
(10.3) |
|
Translation reserve |
|
(0.9) |
0.5 |
|
Retained earnings |
|
(0.9) |
8.4 |
|
Equity attributable to owners of Empresaria Group plc |
|
13.7 |
24.4 |
|
Non-controlling interests |
|
6.5 |
7.0 |
|
Total equity |
|
20.2 |
31.4 |
|
|
|
|
|
Consolidated statement of changes in equity
for the year ended 31 December 2025
|
|
Equity attributable to owners of Empresaria Group plc |
|
|
||||||
|
|
Share capital |
Share premium account |
Merger reserve |
Equity reserve |
Translation reserve1 |
Retained earnings1 |
Total |
Non-controlling interests |
Total equity |
|
|
£m |
£m |
£m |
£m |
£m |
£m |
£m |
£m |
£m |
|
|
|
|
|
|
|
|
|
|
|
|
At 31 December 2023 |
2.5 |
22.4 |
0.9 |
(10.2) |
1.6 |
19.2 |
36.4 |
6.5 |
42.9 |
|
(Loss)/profit for the 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 14) |
- |
- |
- |
- |
- |
(0.5) |
(0.5) |
- |
(0.5) |
|
Dividends paid to non-controlling interests |
- |
- |
- |
- |
- |
- |
- |
(0.8) |
(0.8) |
|
Purchase of own shares in Employee Benefit Trust |
- |
- |
- |
(0.1) |
- |
- |
(0.1) |
0.1 |
- |
|
Share-based payments |
- |
- |
- |
- |
- |
0.1 |
0.1 |
- |
0.1 |
|
At 31 December 2024 |
2.5 |
22.4 |
0.9 |
(10.3) |
0.5 |
8.4 |
24.4 |
7.0 |
31.4 |
|
(Loss)/profit for the year |
- |
- |
- |
- |
- |
(9.3) |
(9.3) |
1.7 |
(7.6) |
|
Exchange differences on translation of foreign operations |
- |
- |
- |
- |
(1.4) |
- |
(1.4) |
(0.4) |
(1.8) |
|
Total comprehensive (loss)/income for the year |
- |
- |
- |
- |
(1.4) |
(9.3) |
(10.7) |
1.3 |
(9.4) |
|
Dividends paid to non-controlling interests |
- |
- |
- |
- |
- |
- |
- |
(1.8) |
(1.8) |
|
At 31 December 2025 |
2.5 |
22.4 |
0.9 |
(10.3) |
(0.9) |
(0.9) |
13.7 |
6.5 |
20.2 |
Consolidated cash flow statement
for the year ended 31 December 2025
|
|
2025 |
2024 |
|
|
£m |
£m |
|
Loss for the year |
(7.6) |
(8.9) |
|
Adjustments for: |
|
|
|
Depreciation of property, plant and equipment, and software amortisation |
1.2 |
1.5 |
|
Depreciation of right-of-use assets |
5.2 |
5.3 |
|
Fair value charge on acquisition of non-controlling shares |
- |
0.4 |
|
Loss on sale of subsidiaries |
- |
0.6 |
|
Impairment of goodwill |
5.3 |
1.5 |
|
Amortisation of intangible assets identified in business combinations |
1.1 |
1.2 |
|
Share-based payments |
- |
0.1 |
|
Net finance costs |
1.7 |
1.6 |
|
Taxation |
3.2 |
3.7 |
|
|
10.1 |
7.0 |
|
Decrease/(increase) in trade and other receivables |
0.7 |
(0.2) |
|
Increase/(decrease) in trade and other payables |
2.3 |
(0.9) |
|
Cash generated from operations |
13.1 |
5.9 |
|
Finance costs paid |
(2.4) |
(2.4) |
|
Income taxes paid |
(3.0) |
(2.1) |
|
Net cash inflow from operating activities |
7.7 |
1.4 |
|
|
|
|
|
Cash flows from investing activities |
|
|
|
Purchase of property, plant and equipment, and software |
(1.0) |
(0.8) |
|
Cash received on sale of subsidiaries (net of cash in the subsidiaries on sale £nil (2024: £0.9m)) |
- |
- |
|
Finance income received |
0.7 |
0.8 |
|
Net cash outflow from investing activities |
(0.3) |
- |
|
|
|
|
|
Cash flows from financing activities |
|
|
|
Decrease in overdrafts |
(0.3) |
(0.6) |
|
Proceeds from bank loans |
1.1 |
5.2 |
|
Repayment of bank loans |
- |
(0.1) |
|
Increase in invoice financing |
1.0 |
1.4 |
|
Payment of obligations under leases |
(5.4) |
(5.3) |
|
Purchase of shares in existing subsidiaries |
(0.2) |
(0.2) |
|
Dividends paid to owners of Empresaria Group plc |
- |
(0.5) |
|
Dividends paid to non-controlling interests |
(1.8) |
(0.8) |
|
Net cash outflow from financing activities |
(5.6) |
(0.9) |
|
|
|
|
|
Net increase in cash and cash equivalents |
1.8 |
0.5 |
|
Foreign exchange movements |
(1.4) |
(0.4) |
|
Cash and cash equivalents at beginning of the year |
17.2 |
17.1 |
|
Cash and cash equivalents at end of the year |
17.6 |
17.2 |
|
|
2025 |
2024 |
|
|
£m |
£m |
|
Bank overdrafts at beginning of the year |
(14.3) |
(15.2) |
|
Decrease in the year |
0.3 |
0.6 |
|
Foreign exchange movements |
(0.3) |
0.3 |
|
Bank overdrafts at end of the year |
(14.3) |
(14.3) |
|
Cash, cash equivalents and bank overdrafts at end of the year |
3.3 |
2.9 |
1 Basis of preparation and general information
The financial information has been abridged from the audited financial information for the year ended 31 December 2025.
The financial information set out above does not constitute the Company's consolidated statutory accounts for the years ended 31 December 2025 or 2024, but is derived from those accounts. Statutory accounts for 2024 have been delivered to the Registrar of Companies and those for 2025 will be delivered following the Company's Annual General Meeting. The Auditors have reported on those accounts; their reports were unqualified, did not draw attention to any matters by way of emphasis without qualifying their reports and did not contain statements under s498(2) or (3) Companies Act 2006 or equivalent preceding legislation.
Accounting policies have been applied consistently with those set out in the 2024 financial statements, as amended when relevant to reflect the adoption of new standards, amendments and interpretations which became effective in the year. During 2025 no new standards, amendments or interpretations had a significant impact on the financial statements.
While the financial information included in this preliminary announcement has been prepared in accordance with the recognition and measurement criteria of UK-adopted international Accounting Standards, this announcement does not itself contain sufficient financial information to comply with UK-adopted international Accounting Standards. The Group will be publishing full financial statements that comply with UK-adopted international Accounting Standards in May 2026.
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 for the two years ending 31 December 2027, including the impact of the disposal of the Japanese business. A downside scenario has been reviewed in order to stress-test the Group's financial position. This scenario assumes foreign exchange depreciation of 10% in GBP against all currencies in which we operate, combined with the continuation of challenging market conditions and a failure to deliver operational improvements, such that revenue in the large operating companies is limited to just modest GDP growth. 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 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 2025, the Group had total facilities of £41.9m and undrawn facilities (excluding invoice financing) of £5.4m to fund future growth. In April 2026, the Group's £15m revolving credit facility, set to expire in September 2026, was extended to October 2027, including some debt repayment, with £0.5m repaid from the net proceeds of the disposal of the Japanese subsidiary, and a further £0.4m in 2027. The covenant requirements are discussed in more detail in the Finance review of this statement. The Group's main overdraft facilities, including headway's overdraft, are with its primary banker until further notice, with a review within the next 12 months. Based on formal discussions the Board has had with its lenders, and its ongoing position and open relationship, the Directors 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.
2 Segment and revenue analysis
From 1 January 2025, the information reported to the Group's Executive Committee, which is considered to be the chief operating decision maker for the purposes of resource allocation and assessment of segment performance, reflects the previous allocation between core and non-core operations. From 1st January 2026, the Board have moved away from labelling operating companies as "Core" and "Non-core", with all Group companies supported and nurtured by the central plc team.
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 operation is set out below:
|
|
|
2025 |
2024 |
|
||||
|
|
Revenue |
Net fee income |
Adjusted operating profit/ (loss) |
Revenue |
Net fee income |
Adjusted operating profit/ (loss) |
||
|
Core operations: |
|
|
|
|
|
|
||
|
UK |
18.8 |
3.9 |
(0.1) |
22.4 |
4.4 |
(0.8) |
||
|
US |
11.8 |
2.7 |
(0.7) |
10.5 |
2.3 |
(0.7) |
||
|
Offshore Services |
28.8 |
13.8 |
7.0 |
26.9 |
12.7 |
5.8 |
||
|
Non-core operations |
180.7 |
28.0 |
3.0 |
180.8 |
30.4 |
4.3 |
||
|
2024 Exits |
- |
- |
- |
6.7 |
1.7 |
(0.4) |
||
|
Central costs |
- |
- |
(3.5) |
- |
- |
(4.4) |
||
|
Intragroup eliminations |
(1.1) |
(1.1) |
- |
(1.1) |
(1.1) |
- |
||
|
|
239.0 |
47.3 |
5.7 |
246.2 |
50.4 |
3.8 |
||
3 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.
|
|
2025 |
2024 |
|
|
£m |
£m |
|
Closure of Vietnam operation |
- |
(0.1) |
|
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 |
|
Executives exit fees and new Board executive costs |
0.9 |
- |
|
Exceptional legal and professional fees |
0.7 |
- |
|
Accelerated strategy implementation |
0.2 |
- |
|
Restructure of German operation |
0.2 |
- |
|
Restructure of senior management |
- |
0.2 |
|
|
2.0 |
4.1 |
4 Finance income and costs
|
|
2025 |
2024 |
|
|
£m |
£m |
|
Finance income |
|
|
|
Bank interest receivable |
0.7 |
0.8 |
|
|
0.7 |
0.8 |
|
Finance costs |
|
|
|
Invoice financing |
(0.3) |
(0.2) |
|
Bank loans and overdrafts |
(1.8) |
(1.8) |
|
Interest on lease liabilities |
(0.3) |
(0.4) |
|
|
(2.4) |
(2.4) |
|
Net finance costs |
(1.7) |
(1.6) |
5 Taxation
The tax expense for the year is as follows:
|
|
2025 |
2024 |
|
|
£m |
£m |
|
Current tax |
|
|
|
Current year income tax expense |
3.2 |
2.2 |
|
Adjustments in respect of prior years |
- |
0.2 |
|
Total current tax expense |
3.2 |
2.4 |
|
Deferred tax |
|
|
|
On origination and reversal of temporary differences |
(0.3) |
(2.1) |
|
Recognition of previously unrecognised tax losses |
- |
(0.1) |
|
Exceptional write down of deferred tax assets related to losses |
- |
3.7 |
|
Adjustments in respect of prior years |
0.3 |
(0.2) |
|
Total deferred tax expense |
- |
1.3 |
|
Total income tax expense in the income statement |
3.2 |
3.7 |
6 Reconciliation of adjusted profit before tax from loss before tax
|
|
2025 |
2024 |
|
|
£m |
£m |
|
Loss before tax |
(4.4) |
(5.2) |
|
Exceptional items |
2.0 |
4.1 |
|
Fair value charge on acquisition of non-controlling shares |
- |
0.4 |
|
Loss on sale of subsidiaries |
- |
0.6 |
|
Impairment of goodwill |
5.3 |
1.1 |
|
Amortisation of intangible assets identified in business combinations |
1.1 |
1.2 |
|
Adjusted profit before tax |
4.0 |
2.2 |
7 Earnings per share
Basic earnings per share is assessed by dividing the earnings attributable to the owners of Empresaria Group plc by the weighted average number of shares in issue during the year. Diluted earnings per share is calculated as for basic earnings per share but adjusting the weighted average number of shares for the diluting impact of shares that could potentially be issued. For 2025 and 2024 these are all related to share options. Reconciliations between basic and diluted measures are given below.
The Group also presents adjusted earnings per share which it considers to be a key measure of the Group's performance. A reconciliation of earnings to adjusted earnings is provided below.
|
|
2025 |
2024 |
|
|
£m |
£m |
|
Losses attributable to owners of Empresaria Group plc |
(9.3) |
(10.4) |
|
Adjustments: |
|
|
|
Exceptional items |
2.0 |
4.1 |
|
Fair value charge on acquisition of non-controlling shares |
- |
0.4 |
|
Loss on sale of subsidiaries |
- |
0.6 |
|
Impairment of goodwill |
5.3 |
1.1 |
|
Amortisation of intangible assets identified in business combinations |
1.1 |
1.2 |
|
Tax on the above |
0.6 |
(1.2) |
|
Exceptional write down of deferred tax assets related to losses |
- |
3.7 |
|
Adjusted losses |
(0.3) |
(0.5) |
|
|
|
|
|
Number of shares |
Millions |
Millions |
|
Weighted average number of shares - basic |
49.1 |
49.1 |
|
Dilution effect of share options |
0.8 |
2.0 |
|
Weighted average number of shares - diluted |
49.9 |
51.1 |
|
|
|
|
|
Losses per share |
Pence |
Pence |
|
Basic |
(19.0) |
(21.2) |
|
Dilution effect of share options |
- |
- |
|
Diluted |
(19.0) |
(21.2) |
|
|
|
|
|
Adjusted losses per share |
Pence |
Pence |
|
Basic |
(0.6) |
(1.0) |
|
Dilution effect of share options |
- |
- |
|
Diluted |
(0.6) |
(1.0) |
|
|
|
|
In 2025 and 2024, 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.
8 Goodwill
|
|
2025 |
2024 |
|
|
£m |
£m |
|
At 1 January |
26.6 |
29.7 |
|
Impairment on closure of operation |
- |
(0.4) |
|
Sales of subsidiaries |
- |
(0.9) |
|
Impairment charge |
(5.3) |
(1.1) |
|
Foreign exchange movements |
0.3 |
(0.7) |
|
At 31 December |
21.6 |
26.6 |
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 2026 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 12.3% to 17.7% (2024: 12.7% to 17.7%) 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:
|
Core operations: |
|
|
UK |
16.0% (2024: 14.4%) |
|
US |
13.4% to 17.4% (2024: 13.7% to 16.7%) |
|
Offshore Services |
13.6% (2024: 14.1%) |
|
Non-core operations |
12.3% to 17.3% (2024: 12.7% to 17.7%) |
Long-term growth rates
Long-term growth rates ranged from 0.6% to 6.5% and the rates used by operation are as follows:
|
Core operations: |
|
|
UK |
1.4% (2024: 1.4%) |
|
US |
2.1% (2024: 2.1%) |
|
Offshore Services |
6.5% (2024: 6.5%) |
|
Non-core operations |
0.6% to 5.0% (2024: 0.6% to 5.1%) |
In 2025, impairment charges were recognised in respect of four businesses: two within the core operations in the UK and US, and two within the non-core operations in the UK and Peru.
An impairment charge of £4.3m was recognised in respect of the Group's core operations, comprising £3.3m relating to the UK professional recruitment business and £1.0m relating to the US IT recruitment business. Trading conditions in both markets have remained challenging for several years, and performance has not recovered as previously anticipated. As a result, short-term forecasts and growth assumptions used in the impairment assessments were revised downwards. The recoverable amount of goodwill was assessed at £2.0m for the UK business, applying a discount rate of 16.0%, and £1.3m for the US business, applying a discount rate of 17.4%.
In addition, an impairment charge of £1.0m was recognised in respect of the Group's non-core operations, comprising £0.6m relating to the UK professional recruitment business, which was fully impaired, and £0.4m relating to the Group's commercial operations in Peru. The recoverable amount of goodwill for the Peru operation was assessed at £0.3m using a discount rate of 14.2%.
In 2024, an impairment charge of £1.1m was recognised, comprising £0.5m relating to the core operation in the US and £0.6m relating to the non-core operation in Peru. Both businesses had performed weakly in recent years and had not recovered to previous performance levels. As a result, impairment charges were recognised. Prior to the recognition of the impairment charge, the carrying value of goodwill was £4.5m, and the recoverable amount was assessed at £3.4m.
As part of the impairment review, reasonably possible changes in the long-term growth rate and discount rate assumptions have been considered to assess the potential impact on the recoverable amount of each business. If the long-term growth rate were reduced to nil, an impairment charge of £0.3m (2024: £1.4m) would be recognised, comprising £0.1m in respect of one business in the UK core operation, £0.1m in respect of one business in the US core operation, and £0.1m in respect of one business in the non-core operation in New Zealand. If the discount rate were to increase by 2%, an impairment charge of £0.4m (2024: £1.4m) would be recognised, comprising £0.3m in respect of one business in the UK core operation and £0.1m in respect of one business in the US core operation.
9 Other intangible assets
|
|
Intangible assets identified in business combinations |
|
|
||
|
2025 |
Customer relationships |
Trade names and marks |
Sub total |
Software |
Total |
|
|
£m |
£m |
£m |
£m |
£m |
|
Cost |
|
|
|
|
|
|
At 1 January |
13.1 |
8.6 |
21.7 |
2.2 |
23.9 |
|
Disposals |
- |
- |
- |
(0.2) |
(0.2) |
|
Foreign exchange movements |
(0.5) |
(0.5) |
(1.0) |
(0.1) |
(1.1) |
|
At 31 December |
12.6 |
8.1 |
20.7 |
1.9 |
22.6 |
|
|
|
|
|
|
|
|
Accumulated amortisation |
|
|
|
|
|
|
At 1 January |
11.4 |
5.3 |
16.7 |
1.5 |
18.2 |
|
Charge for the year |
0.5 |
0.6 |
1.1 |
0.1 |
1.2 |
|
Disposals |
- |
- |
- |
(0.2) |
(0.2) |
|
Foreign exchange movements |
(0.5) |
(0.4) |
(0.9) |
- |
(0.9) |
|
At 31 December |
11.4 |
5.5 |
16.9 |
1.4 |
18.3 |
|
|
|
|
|
|
|
|
Net book value |
|
|
|
|
|
|
At 31 December 2024 |
1.7 |
3.3 |
5.0 |
0.7 |
5.7 |
|
At 31 December 2025 |
1.2 |
2.6 |
3.8 |
0.5 |
4.3 |
As required under IFRS, the Group reviewed these assets for indications of impairment as at 31 December 2025. Following this review, no impairment charges have been reflected.
10 Trade and other receivables
|
|
|
2025 |
Restated 2024 |
|
|
|
£m |
£m |
|
Current |
|
|
|
|
Gross trade receivables |
|
30.0 |
30.3 |
|
Less provision for impairment of trade receivables |
|
(0.5) |
(0.6) |
|
Trade receivables |
|
29.5 |
29.7 |
|
Prepayments (note 17) |
|
0.6 |
0.7 |
|
Accrued income |
|
6.6 |
6.7 |
|
Other receivables |
|
1.5 |
2.0 |
|
|
|
38.2 |
39.1 |
Trade receivables include £18.7m (2024: £19.5m) on which security has been given under bank facilities.
11 Trade and other payables
|
|
|
2025 |
Restated 2024 |
|
|
|
£m |
£m |
|
Current |
|
|
|
|
Trade payables |
|
2.5 |
2.0 |
|
Other tax and social security |
|
5.4 |
4.8 |
|
Pilot bonds |
|
0.2 |
0.2 |
|
Client deposits |
|
0.4 |
0.4 |
|
Temporary recruitment worker wages |
|
2.8 |
2.8 |
|
Other payables |
|
1.3 |
1.8 |
|
Accruals (note 17) |
|
16.3 |
14.8 |
|
|
|
28.9 |
26.8 |
12 Borrowings
|
|
2025 |
2024 |
|
|
£m |
£m |
|
Current |
|
|
|
Bank overdrafts |
14.3 |
14.3 |
|
Invoice financing |
5.2 |
4.1 |
|
Bank loans |
15.2 |
0.1 |
|
|
34.7 |
18.5 |
|
Non-current |
|
|
|
Bank loans |
- |
14.0 |
|
|
- |
14.0 |
|
Borrowings |
34.7 |
32.5 |
The following are the more significant bank facilities that were in place at 31 December 2025:
|
|
|
|
|
Facility limit |
Outstanding |
|
||
|
|
|
|
|
2025 |
2024 |
2025 |
2024 |
|
|
|
Currency |
Maturity |
Interest rate |
£m |
£m |
£m |
£m |
|
|
Bank overdrafts |
|
|
|
|
|
|
|
|
|
UK1 |
GBP2 |
On demand with annual review |
2% above applicable currency base rates |
8.0 |
8.0 |
5.5 |
6.7 |
|
|
Germany |
EUR |
On demand with annual review |
EURIBOR + 3.6% |
7.4 |
7.0 |
6.2 |
6.3 |
|
|
USA |
USD |
On demand with annual review |
US PRIME + 1.0% |
- |
0.4 |
- |
0.4 |
|
|
Japan |
JPY |
On demand with annual review |
Short term prime rate + 0.125% |
0.5 |
0.5 |
0.1 |
0.2 |
|
|
|
|
|
|
|
|
|
|
|
|
Invoice financing |
|
|
|
|
|
|
|
|
|
UK |
GBP |
On demand with annual review |
UK base rate + 2.68% |
3.8 |
3.8 |
1.3 |
1.7 |
|
|
USA |
USD |
On demand with annual review |
11.86% |
2.2 |
- |
1.5 |
- |
|
|
Chile |
CLP |
On demand with annual review |
Weighted average rate 8.6% |
3.6 |
4.0 |
2.3 |
2.4 |
|
|
|
|
|
|
|
|
|
|
|
|
Bank loans |
|
|
|
|
|
|
|
|
|
UK - Revolving Credit Facility |
GBP |
2026 |
SONIA + 2.5% |
15.0 |
15.0 |
15.0 |
14.0 |
|
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 £2.4m of cash shown within cash and cash equivalents in the balance sheet (2024: £0.3m).
2 The UK overdraft can be drawn in a number of different currencies with the overall facility limit expressed in GBP.
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 13-month extension of its revolving credit facility to October 2027.
13 Net debt
a) Net debt
|
|
2025 |
2024 |
|
|
£m |
£m |
|
Cash and cash equivalents |
17.6 |
17.2 |
|
Borrowings |
(34.7) |
(32.5) |
|
Net debt |
(17.1) |
(15.3) |
b) Movement in net debt
|
|
2025 |
2024 |
|
|
£m |
£m |
|
Net debt at 1 January |
(15.3) |
(10.8) |
|
Cash flow movements |
|
|
|
Net increase in cash and cash equivalents per consolidated cash flow statement |
1.8 |
0.5 |
|
Decrease in overdrafts |
0.3 |
0.6 |
|
Proceeds from bank loans |
(1.1) |
(5.2) |
|
Repayment of bank loans |
- |
0.1 |
|
Increase in invoice financing |
(1.0) |
(1.4) |
|
Non-cash movements |
|
|
|
Borrowings in subsidiaries sold in the year |
- |
0.7 |
|
Foreign exchange movement |
(1.8) |
0.2 |
|
Net debt at 31 December |
(17.1) |
(15.3) |
14 Dividends
|
|
2025 |
2024 |
|
|
£m |
£m |
|
Amount recognised as distribution to equity holders in the year: |
|
|
|
Final dividend for the year ended 31 December 2024 of nil (2023: 1.0p) per share |
- |
0.5 |
|
|
|
|
|
Proposed final dividend for the year ended 31 December 2025 of nil (2024: nil) per share |
- |
- |
15 Defined benefit pension liability
The Group operates defined benefit pension arrangements in certain overseas subsidiaries, primarily in India and Japan. The schemes are not material individually; however, disclosure is provided due to the nature of defined benefit pension arrangements and the aggregate position. The assets of the schemes are held and funded separately from those of the Group through independently administered and legally restricted funds, while others are unfunded. The defined benefit obligation is calculated using the projected unit credit method and is determined by discounting the estimated future cash outflows using market yields on high quality corporate bonds.
Amounts recognised in the financial statements
|
|
2025 |
2024 |
|
|
£m |
£m |
|
Present value of defined benefit obligations |
0.9 |
0.9 |
|
Fair value of plan assets |
(0.5) |
(0.5) |
|
Net defined benefit liability |
0.4 |
0.4 |
The cumulative amount of actuarial gains and losses recognised in the Consolidated Statement of Comprehensive Income is not material to the Group, and therefore has not been separately disclosed.
In 2026, the Group expects to make contributions to its defined benefit pension schemes in line with historical patterns. Given the scale of the schemes, these contributions are not expected to be material to the Group.
16 Post balance sheet events
Subsequent to the year end, the Group completed the disposal of Skillhouse Staffing Solutions K.K. in April 2026. The disposal was not committed to at the balance sheet date and has therefore been treated as a non-adjusting post balance sheet event. The financial impact of the transaction has not been reflected in these financial statements.
17 Prior year restatement
During the year, the Group identified that defined benefit pension arrangements in certain overseas subsidiaries had not been fully reflected in the consolidated financial statements in prior periods. The Group has assessed the impact and concluded that, while not material to previously reported results, comparative balances have been restated to reflect the appropriate recognition of defined benefit pension liabilities in accordance with IAS 19.
The impact of the restatement on the consolidated balance sheet is summarised below:
|
|
|
2024 |
|
|
|
£m |
|
Increase in defined benefit pension liability |
|
0.4 |
|
Decrease in prepayments |
|
0.6 |
|
Decrease in accruals |
|
(1.0) |
|
Net impact on equity |
|
- |