A balanced and diversiﬁed Group, 
focused on stafﬁng services 
Annual report & accounts 2012 Overview
01 Overview of 
performance
02 Chairman’s 
statement
04 What we do
06 Why we do it
08 How we do it
10 How we plan to 
deliver growth
Business review
12 Chief Executive 
Ofﬁcer’s business 
review
17 Finance review
24 Corporate social 
responsibility
Governance
25 Board of Directors
26 Directors’ report
29 Directors’ 
responsibilities 
statement
30 Corporate
governance 
statement
34 Audit Committee 
report
36 Directors’ 
remuneration report
40 Independent
auditor’s report
Financial statements
41 Consolidated income 
statement
42 Consolidated 
statement of 
comprehensive 
income
43 Consolidated
balance sheet 
44 Consolidated
statement of 
changes in equity
45 Consolidated cash 
ﬂow statement
46 Notes to the 
consolidated
ﬁnancial statements
73 Independent
auditor’s report
74 Parent Company 
balance sheet
75 Notes to the parent 
Company ﬁnancial 
statements
80 Ofﬁcers and 
professional advisers
Empresaria is an international specialist stafﬁng group, with a diversiﬁed 
and balanced business model.
Our 20 brands operate in 18 countries through over 80 ofﬁces. Our main service
is recruitment, both permanent and temporary. We also have capabilities in training, 
Recruitment Process Outsourcing and other HR services.
Cautionary statement: The Chairman’s statement and Chief Executive Ofﬁcer’s business review (“the reviews”) have been prepared solely to provide additional information to 
shareholders to assess the Company’s strategies and the potential for those strategies to succeed. The reviews should not be relied on by any party or for any other purpose.
The reviews contain certain forward looking statements. These statements are made by the Directors in good faith based on the information available to them up to the time of their 
approval of this report and such statements should be treated with caution due to the inherent uncertainties, including both economic and business risk factors, underlying any such 
forward looking information.
• Revenue of £194.3m down 7% on prior year
• Net fee income of £43.9m down 6% on prior year, 
with 9% growth from Rest of the World region
• Conversion ratio increases to 12.0% from 11.3%
• Operating proﬁt of £4.4m, up 57% on 2011
• Proﬁt before tax of £3.6m up 89% on 2011
• Earnings per share of 3.0p up from loss of 0.4p 
in prior year
• Net debt increases to £8.1m following minority 
share purchases
• 64% of net fee income generated from outside UK
• New ofﬁce opened in Hong Kong in 2012
• Action taken in 2011 results in turnaround in proﬁts 
for India, Philippines, Czech Republic and Slovakia
• Right-sizing of operations in Germany leads to exceptional 
restructuring costs of £1.1m
• Release of German CGZP provision of £0.4m
Highlights
Contents
About Empresaria Overview
Empresaria Group plc 
Annual report and accounts 2012
01
Revenue
£194.3m
(2011: £208.9m)
Overview of performance
85%
of brands were proﬁtable in the year
60%
of brands grew proﬁts in the year
Net fee income
£43.9m
(2011: £46.9m)
Adjusted earnings per share
5.0p
(2011: 4.0p)
Adjusted proﬁt before tax
£4.6m
(2011: £4.5m)
2012 2011 2010 2009 2008
Restated
Revenue (£m) 194.3 208.9 206.8 190.5 207.7
Gross proﬁt (£m) 43.9 46.9 46.5 40.6 51.5
Proﬁt/(loss) before tax (£m) 3.6 1.9 6.5 (1.5) 0.7
Adjusted proﬁt before tax (£m) * 4.6 4.5 6.6 3.5 5.8
Operating proﬁt/(loss) (£m) 4.4 2.8 7.2 (1.0) 1.8
Adjusted operating proﬁt (£m) * 5.4 5.3 7.4 4.3 6.9
Earnings/(loss) per share (pence) 3.0 (0.4) 7.0 (11.6) (6.5)
Adjusted earnings per share (pence) * 5.0 4.0 6.2 3.1 6.8
Proposed dividend per share (pence) 0.35 0.35 0.35 0.35 0.35
* Figures based on underlying proﬁts excluding amortisation of intangible assets, movements on put and call options and exceptional items. See reconciliation in note 11.
2008
£207.7m
2008
£51.5m 2009
£190.5m
2009
£40.6m
2010
£206.8m
2010
£46.5m
2011
£208.9m
2011
£46.9m
2012
£194.3m
2008
£5.8m
2009
£3.5m
2010
£6.6m
2011
£4.5m
2012
£4.6m
2012
£43.9m
2008
6.8p
2009
3.1p
2010
6.2p
2011
4.0p
2012
5.0p 02
Empresaria Group plc 
Annual report and accounts 2012
Overview of performance in 2012
Overall Group revenue was £194.3m (2011: £208.9m),
a reduction of 7%, with Group net fee income reducing 
6% to £43.9m (2011: £46.9m). However, good control over 
costs meant that both adjusted operating proﬁt of £5.4m 
and adjusted proﬁt before tax of £4.6m were up 2% on 
2011. Adjusted earnings per share increased 25% to 5.0p 
(2011: 4.0p), beneﬁtting from the purchases of minority 
shares made in the year.
At the regional level, the Rest of the World continued to grow 
strongly with net fee income increasing by 9% on the prior 
year. There was another particularly strong performance from 
the Asian region which grew by 15% year on year. Our recent 
investments in Singapore and Hong Kong are developing well 
and we expect them to deliver positive contributions in 2013. 
Our UK business has solid foundations and maintained net 
fee income in 2012 at prior year levels, despite the double-dip 
recession. Tight cost control helped in delivering an increase 
in adjusted operating proﬁt. 
In Continental Europe, net fee income declined 20% 
over the year, predominantly as a result of the required 
realignment of our business in Germany. This restructuring 
exercise has removed a signiﬁcant level of costs and right-
sized the business for the current market conditions, but 
resulted in lower proﬁts in 2012. We have recognised £1.1m 
of exceptional restructuring costs for Germany in these 
accounts. This has been partially offset by a reduction in 
the provision against claims for retrospective pay and social 
security in Germany. We have settled a large proportion of 
the historic claims and only had a small number of additional 
claims arise in the year.
Our reported net debt has increased to £8.1m (2011: £5.6m) 
due to our investment in working capital, a reduction in 
credit insured invoice ﬁnancing and the purchase of minority 
shares, in particular the acquisition of the remaining minority 
shares in Headway for a total cash outlay in the year of 
€2.95m (approximately £2.4m). By accelerating this purchase 
fully into 2012, the Company beneﬁtted from a saving of 
approximately £0.6m in total consideration.
Board
Joost Kreulen took over as Chief Executive Ofﬁcer on 
1 January 2012, having been responsible for the Group’s 
Asian operations since 2009 and, more recently, also for 
a number of the Group’s UK based businesses. Joost 
has extensive experience of operational and business 
development roles within specialist stafﬁng operations, 
having worked for over 25 years in the stafﬁng industry.
Miles Hunt resigned from the Board, ceasing to be 
a Non-Executive Director on 31 March 2012.
Chairman’s statement
We are cautiously 
optimistic about the 
current year. Due to the 
actions taken during 2012, 
we expect a better Group 
performance in 2013. Overview
Empresaria Group plc 
Annual report and accounts 2012
03
People
In absolute terms, staff numbers increased from 803 at 
the end of 2011 to 834 at the end of 2012, although the 
average number of staff fell from 848 last year to 834 this 
year, with the movements across the regions mirroring 
their ﬁnancial performance. 
The success of the Group is dependent on having the right 
people in the right place and the Board would like to thank 
all of the Group’s staff for their hard work, commitment and 
contribution over the last year, in what have been challenging 
conditions for a number of our brands.
The Group strategy and success is underpinned by a 
philosophy of management equity. Operating company 
management teams invest directly in their own businesses, 
thereby aligning management and shareholder interests. 
Where we have acquired ﬁrst generation management equity 
we are actively pursuing a strategy of second generation 
equity, to incentivise senior managers to drive the next 
stage of development of their companies. This will typically 
involve setting a threshold proﬁt limit and allowing minority 
shareholders to beneﬁt from increases in proﬁt over this limit.
Dividend
We continue to adopt a sustainable dividend policy, whilst 
prioritising free cash ﬂow for developing the Group and 
strengthening the balance sheet. For the year ended 
31 December 2012, the Board is proposing to maintain the 
ﬁnal dividend at 0.35p per share (2011: 0.35p per share) 
which, if approved by Shareholders at the Annual General 
Meeting, will be paid on 24 June 2013 to shareholders on 
the register at 24 May 2013.
Governance
The principle of sound corporate governance practices is 
core to our success as a Group. The diversiﬁed nature of the 
Group, operating through 20 brands across 18 countries, 
means it is vital that a strong control culture and clear 
policies on corporate conduct and governance exist and are 
communicated and monitored effectively. The Board develop 
the Group’s corporate governance arrangements in line with 
the UK Corporate Governance Code, making sure that the 
entrepreneurial freedom enjoyed by the operating companies 
is within a framework of clearly understood principles and 
controls. Further details on the corporate governance 
arrangements of the Group can be found in the Corporate 
Governance section of this report.
Current trading and outlook
We are cautiously optimistic about the current year. 
Global economic conditions remain uncertain and there 
are many risks to the fragile recovery seen in some of our 
key markets. However, due to the actions taken during 2012, 
we expect a better Group performance in 2013. In particular, 
the operational improvements made in Germany and Chile 
means both are better placed for the current year and the 
investments made in Singapore should contribute more 
positively from the solid platform now in place. 
We continue to see opportunities for growth within our existing 
Group and will take a selective approach to external investments.
Anthony Martin
Chairman
19 March 2013 04
Empresaria Group plc 
Annual report and accounts 2012
What we do
Recruitment focus
Services
The majority of our business is from recruitment 
services, with 90% of our net fee income derived 
from permanent and temporary recruitment. Overall 
we have a bias towards temporary business, which 
is mainly driven from the UK and Continental Europe 
regions. Temporary recruitment is typically less 
volatile than permanent recruitment and has a close 
alignment to the general economy. Within the Rest of 
the World region there is a bias towards permanent 
sales, with the exception of Japan, as the stafﬁng 
markets here are less mature and so temporary 
workers are less common.
We also have a training business in Indonesia & 
Singapore, a Recruitment Process Outsourcing 
business in India and an Outsourcing business in Chile.
Brands
In a talent-shortage market we follow a multi-branded 
approach. We have 20 brands in the Group, operating across 
18 countries. All of our brands have the scope to expand their 
operations, either internationally or within their own territory.
Our multi-branded approach means our brands are 
specialists in their ﬁelds and so can offer a more tailored 
and value added service to both clients and candidate. Each 
brand has its own identity and expertise, which we believe is 
preferred by professionals and skilled workers who want to 
deal with a recruiter that understands their market and role. 
 Perm 30%
 Temp 60%
 Training 5%
 Outsourcing 2%
 Other 3%
Regions
3
Brands
20
Net fee income by service type
Net fee income derived 
from top 10 brands
82% Overview
Empresaria Group plc 
Annual report and accounts 2012
05
Regions
We operate across three main regions: the 
UK, Continental Europe and Rest of the World 
(which incorporates South East Asia and South 
America). This gives us a balance between mature 
markets with more stable and established proﬁt 
streams and high-growth recruitment markets with 
opportunities for better proﬁt growth. The Group 
targets key economic centres where there are high 
numbers of businesses and so where there is the 
biggest need for recruitment services.
The Group targets a balanced spread of 
operations across the three regions, to help 
minimise dependence on any single country 
and so reduce risks and volatility.
Balanced and diversiﬁed approach
Sectors
We operate across 7 key sectors, with a focus 
on professionals and skilled workers, where it is 
easier to add value to the recruitment process 
leading to less pressure on margins. In the lower-
skilled markets recruitment is typically based 
on high volumes and low margins. There is an 
increasing trend for larger companies to establish 
in-house recruitment teams and for technology 
to play a bigger part in the recruitment process. 
However, we believe there will always be a need for 
professional recruitment services for skilled roles, 
as it becomes increasingly harder to ﬁnd talented 
candidates with relevant experience to meet the 
demand and to convince the candidate and client 
that it is a good match for the role.
 Financial & banking 10%
 Technical (construction 
& engineering) 13%
 Industrial (manufacturing 
& supply chain) 32%
 Healthcare 5%
 IT & technology 9%
 Retail & consumer 
goods 10%
 Other professional 
services 22%
 UK 36%
 Continental Europe 36%
 Rest of the World 28%
Employees (average)
834
Countries
18
Net fee income by sector type
Net fee income by region 06
Empresaria Group plc 
Annual report and accounts 2012
Why we do it
The Group operates through 3 brands 
in 6 countries within Continental Europe. 
This region is dominated by Headway 
(84% of regional net fee income), which 
operates in Germany & Austria in the 
Industrial sector. In Finland & Estonia 
we have Mediradix (13% of regional net 
fee income), operating in the healthcare 
sector and in Czech Republic and 
Slovakia we have GIT Consult (3% 
of regional net fee income) in the IT 
sector. The business is predominantly 
temporary recruitment, which accounts 
for 96% of net fee income.
The German economy is the largest 
in Europe and has the highest growth 
prospects of all the major European 
markets for the next few years. The 
stafﬁng market, whilst being the ﬁfth 
largest in the world, still has strong 
growth potential, having grown rapidly 
from a small base since the Hartz 
reforms to the labour market in 2004. 
The market is currently undergoing 
further change with the introduction 
of equal pay rates for temporary workers 
across a number of industries. Each 
industry is agreeing a different pay rate 
surcharge, with some up to 50% of the 
current pay rates. It is expected that this 
will initially have a negative impact on the 
growth of temporary workers and gross 
margins, but in line with the experiences 
of other countries that have adopted 
such regulations, is not expected to 
have a long-term negative impact.
In Finland we are focused on 
the healthcare sector, providing 
doctors, nurses and other healthcare 
professionals. There is a structural 
shortage of health workers being 
trained in Finland so there is projected 
to be a long-term demand in this area. 
Our businesses in Czech Republic and 
Slovakia are relatively small, but operate 
in a highly-skilled professional sector 
providing IT staff to various industries.
The Group was originally started with a 
purely UK focus. The UK stafﬁng market 
is the third largest in the world with one 
of the highest temporary penetration 
rates so represents a stable and mature 
recruitment market. Whilst the UK 
economy has been in recession during 
2012 and is not expected to show high 
growth in the short-term, the size and 
maturity of the market in total means that 
there are opportunities for growth for 
specialist, niche operators. The market 
in the UK is highly fragmented with a 
large number of stafﬁng companies and 
no single dominant player. The market is 
sophisticated and understands the role 
and value provided by stafﬁng groups. 
We have 9 brands in the UK, all 
with a London focus but also other 
branch ofﬁces around the country. 
The main services by net fee income 
are Technical (construction) (36%), 
Financial & banking (21%), Retail & 
consumer goods (7%) and Other 
professional services (36%) which 
includes Creative media and 
Domestic services.
There is an overall temporary recruitment 
bias with 59% of net fee income from 
temporary services. The Agency Workers 
Directive was introduced in 2011 to ensure 
equal treatment for temporary workers. 
This does not appear to have had any 
detrimental impact on the UK temporary 
recruitment market and gives workers the 
choice of how they want to work without 
the risks of being treated unfairly.
Brands
9
This region covers India, China, Japan, 
Asia Paciﬁc, Australia and Chile, so 
includes some of the most exciting 
and high-growth stafﬁng markets in 
the world. This has been the Group’s 
fastest growing region in recent years 
which is expected to continue. Growth 
is supported by the GDP rates in the 
region, where there has been less 
impact from the global economic crisis 
than in Europe. The Group’s recent 
investment activity has been focused 
here, with new ofﬁces opened in 
Singapore, Australia and Hong Kong 
in the last two years. There is a bias to 
permanent sales, which represent 64% 
of net fee income and is the majority 
of business in Asia Paciﬁc, whereas 
temporary recruitment operates mainly 
in Japan, Australia and Chile. We also 
have training in Indonesia & Singapore 
and Recruitment Process Outsourcing 
in India. The temporary penetration 
rates in the region are generally low and 
we would expect these to increase over 
time, as the stafﬁng markets develop 
and mature. By having an established 
presence in these markets we are well 
placed to develop temporary services 
as they become more widespread.
We operate through 10 brands in the 
Rest of the World, with IT (27%) and 
Retail & consumer goods (26%) the 
largest single sectors. Also signiﬁcant are 
Finance & banking (8%) and Industrial 
(7%), with Other professional services 
(31%) including Training, Recruitment 
Process Outsourcing and Creative media.
There is considerable scope for high 
growth in the Asian stafﬁng markets. 
At the moment the largest markets 
are Japan and Australia, but looking 
at the population ﬁgures, the size 
of China, India and the Asia Paciﬁc 
regions highlights their potential as their 
economies and stafﬁng markets develop.
Rest of the World
Net fee income 
by service 
UK Continental Europe
 Technical (construction) 36%
 Financial & banking 21%
 Retail & consumer goods 7%
 Other professional services 36% Overview
Empresaria Group plc 
Annual report and accounts 2012
07
Brands
10
Brands
3
• Austria
• Czech Republic
• Estonia
• Finland
• Germany
• Slovakia
Countries
• Australia
• Chile
• China
• Hong Kong
• India 
• Indonesia 
• Japan
• Malaysia
• Philippines
• Singapore
• Thailand
Market overview
Net fee income 
by service
Market size (%)
Temporary penetration rates (%)
Population (millions)
GDP growth (%)
The graph shows the estimated annual 
sales for the major stafﬁng markets in 2011. 
(Source: Stafﬁng Industry Analysts – 
Global Stafﬁng Industry Size 2011).
Empresaria is present in three of the ﬁve largest 
stafﬁng markets (Japan, UK and Germany) and 
these are the three largest markets by net fee 
income for the Group (representing 75% of total 
net fee income). This provides us with a strong 
proﬁt stream from established stafﬁng markets. 
There is a signiﬁcant potential in the emerging 
markets, which is where we have seen our 
fastest growth.
The temporary penetration rate represents 
the number of workers in a country that are 
agency workers.
(Source: Ciett estimates for 2010).
The more established and deregulated stafﬁng 
markets have a higher penetration rate, which also 
tend to be the larger markets by value. Germany, 
which was de-regulated in 2004, has a lower rate 
than in the more developed markets of the UK and 
Netherlands but is increasing as the use of stafﬁng 
company personnel becomes more accepted. 
The rates in the emerging markets are very low but 
we would expect them to develop over time in line 
with the more established markets.
This highlights the potential from the emerging 
markets over time, in particular in China and 
the Asia-Paciﬁc region. These are signiﬁcantly 
higher than the USA or Euro area but their 
stafﬁng markets are currently much smaller 
in value. As the economies and skill base 
in these countries develop, the size of the 
stafﬁng markets will increase in line with their 
populations. It is not possible to say accurately 
how quickly this will occur, but it is clear where 
the future potential in the industry exists.
(Source: CIA World Factbook July 2012 estimates)
The size of the stafﬁng industry is linked to 
GDP growth, as growing economies require 
increasing numbers of staff. It is true that even 
low levels of economic growth can create 
stafﬁng markets, for as long as people have 
conﬁdence in the markets they will move 
between jobs. However the potential for higher 
proﬁts is from improving GDP growth and the 
highest growth in recent years has come from 
the emerging markets.
(Source: IMF World Economic Outlook 
Update January 2013)
Net fee income by service 
 Industrial 84%
 Healthcare 13%
 IT & technology 3%
Australia
2.7
UK
3.0
Netherlands
2.5
Germany
2.0
France
2.0
USA
1.8
Finland 
0.9
Chile
0.4
Asia Paciﬁc
623
China 
1343
Euro area
333
USA
314
Indonesia
249
Japan
127
Philippines
109
Germany
81
Australia
22
UK
63
Netherlands
17
China 8.2
India 6.0
Indonesia 6.3
Euro area 0.2 
Thailand 6.0
Philippines 4.8
Japan 1.2
Singapore 2.9
USA 2.1
Germany 0.9
UK 1.1
Australia 3.0
Chile 4.4
 IT 27%
 Retail & consumer goods 26%
 Finance & banking 8%
 Industrial 7%
 Other professional services 31%
USA
29
Other
24
Japan
1.5
France
7
Germany
5
Netherlands
5
Australia
4
Brazil
3
UK
8
Japan
15
Countries 08
Empresaria Group plc 
Annual report and accounts 2012
Operational 
performance
Diversiﬁed by sector 
and geography
Specialist rather 
than generalist
We aim to deliver sustainable growth 
in earnings per share, with a focus on 
growing net fee income and improving 
the conversion ratio to ensure that 
growth is proﬁtable and generates 
improved returns in earnings per share. 
It is important that staff are working 
effectively and proﬁtably and so we place 
a high importance on the conversion ratio 
(which we measure as adjusted operating 
proﬁt as a % of net fee income). We also 
monitor the average fees generated by the 
recruitment business (measured as net 
fee income per staff within the recruitment 
business, so excluding the training, 
Recruitment Process Outsourcing and 
outsourced businesses).
To reduce the volatility on results we 
want to have a diversiﬁed and balanced 
spread of proﬁts across our regions 
and sectors. We want to reduce the 
reliance on any one country, region 
or sector and so have protection from 
external shocks and market volatility. 
We also want a balance between high-
growth markets and stable businesses 
delivering steady proﬁts and returns.
We monitor this by reference to the 
spread of net fee income by region 
and sector.
The Group focus is on developing 
strong specialist brands that offer 
value-added services to clients and 
candidates. We believe this offers the 
highest margins and the best growth 
opportunities. We are targeting more 
professional and skilled workers as 
the low-skilled area is increasingly 
competitive and exposed to most 
margin pressure.
We measure this through gross margin.
Conversion ratio (%) Net fee income by region Gross margin (%)
Average fees for recruitment 
business (£000)
The conversion ratio measures the adjusted operating 
proﬁt as a percentage of net fee income. The rate in 
2012 increased from 11.3% to 12.0%, but remains below 
historic levels.
The average fees for the recruitment business shows the 
net fee income divided by the total staff (excluding the 
head ofﬁce, training, Recruitment Process Outsourcing 
and Outsourcing businesses). There was a 6% decline in 
2012, mainly due to reductions in Headway. By region the 
average fees are UK £85k (2011: £88k), Continental Europe 
£79k (2011: £89k) and Rest of the World £60k (2011: £58k).
Net fee income by sector
The gross margin improved slightly in the year 
to 22.6% (2011: 22.5%), as permanent revenue 
increased, but was offset by a reduction in temporary 
revenue and lower temporary margin.
This highlights the increasing importance of the 
Rest of the World region, which has a much lower 
proportion of temporary sales to net fee income. 
The temporary margin in 2012 was heavily impacted 
by the operational issues in Chile, accounting for 
approximately half of the decline in margin.
The net fee income is shown as split by region and by 
sector for 2012, with the 2011 ﬁgures in brackets.
How we do it
Our vision is to be a leading international, specialist stafﬁng group that delivers a quality service 
to our customers and candidates and delivers sustainable growth in earnings per share.
Vision
Strategy
2008
14.6
2009
10.6
2010
15.9
2011
11.3
2012
12.0
 UK 
36% (34%)
 Continental Europe 
36% (42%)
 Rest of the World 
28% (24%)
 Financial & banking 10% (8%)
 Technical (construction 
& engineering) 13% (16%)
 Industrial (manufacturing 
& supply chain) 32% (35%)
 Healthcare 5% (5%)
 IT & technology 9% (7%)
 Retail & consumer goods 
10% (9%)
 Other professional services 
22% (20%)
2012
76
2011
81
2008
24.8
2009
21.3
2010
22.5
2011
22.5
2012
22.6 Overview
Empresaria Group plc 
Annual report and accounts 2012
09
Multi-branded rather 
than mono-brand
Operational mix – 
balance between 
temporary and 
permanent revenue
People focus – 
attract and retain 
the best people
We operate 20 separate brands that 
have speciﬁc knowledge and expertise 
in their markets, which helps them 
provide a quality and value added 
service. This helps us to access the 
best candidates, who prefer to deal with 
recruiters who understand them and the 
companies they wish to work for. This 
is increasingly important as we operate 
in talent shortage markets where global 
demand is high for skilled professionals.
We measure this by reference to the 
growth in net fee income in each region.
We have a strong permanent 
recruitment presence, with the growth 
from the Asia-Paciﬁc region mostly 
from permanent fees. The temporary 
recruitment market in this area is less 
well developed and salary levels are 
generally lower. In the UK there is 
a bias towards temporary revenue, 
although still a strong permanent 
fee base. In Continental Europe the 
majority of income is from temporary 
recruitment, which is generally 
expected to be more stable throughout 
the economic cycle.
We measure this by reference to 
the split of net fee income between 
permanent and temporary sales.
We operate in a people business 
so it is important to have the right 
people in the business, who have a 
passion for recruitment and a genuine 
interest in helping people to develop 
their careers. With our management 
equity philosophy, we aim to attract 
and retain the best managers who are 
talented and ambitious. We encourage 
senior managers to hold equity in their 
company, so aligning their interests 
with shareholders and incentivising 
them to deliver long-term growth.
We measure this by reference to the 
number of managers with equity in 
their business.
Net fee income growth (%) Contribution to net fee income (%) Number of managers 
with equity holding 
34 
(2011: 36)
This highlights the growth/(decline) in net fee income by 
region over 2011 and 2012. The Rest of the World region 
has delivered the strongest growth for the last two 
years, with declines from Continental Europe.
This shows the proportion of net fee income 
contribution from permanent sales and temporary 
sales. For the purpose of this calculation, Training 
and Recruitment Process Outsourcing services are 
included within permanent sales, whilst Outsourced 
services are included within temporary sales.
We are currently in discussion with a number of 
brands to issue second generation equity to more 
staff during 2013.
2011
5
UK Rest of the 
World
Continental 
Europe
2012
0
2011
19
2012
9
2011
-10
2012
-20
 Perm
 Temp
2008
24
2009
20
2010
26
2011
29
2012
35
2008
76
2009
80
2010
74
2011
71
2012
65 10
Empresaria Group plc 
Annual report and accounts 2012
How we plan to deliver growth
Delivering our vision
The Group has been focused on growing our brands internationally. We are also researching 
opportunities for investment and are open to external development where it will be beneﬁcial to 
the Group and meets our strategy.
During the year the Board formally reviewed the Group’s strategy to ensure it was still relevant and 
capable of delivering on our vision. Overall there was no change to the strategy, but the process 
provided the Directors with a clear focus on the key elements to deliver growth and so where to 
focus management’s time and attention. 
We follow ﬁve strategies to deliver growth in our brands, whether with an international or national focus.
Platform for delivering growth
Example: In the UK, FastTrack has 
added a new sector covering the 
aviation sector, supplying workers 
on construction and logistical based 
aviation projects.
Add a new sector in 
an existing company
Enter an existing geography 
with a new brand
Example: In 2011 Monroe Consulting, 
LMA and McCall entered the Singapore 
market, following in the footsteps of 
Learning resources. Monroe had also 
previously operated in Singapore.
Enter a new geography 
with an existing brand
Example: In 2012 LMA (ﬁnancial services) 
opened a new ofﬁce in Hong Kong, 
following the launch of a Singapore ofﬁce 
a year before. This enables the brand to 
service its clients across three key markets 
in ﬁnancial services.
Invest in a new company
Example: We have not made any 
external investments in 2012, but we 
will assess any opportunities that arise.
Increase headcount in 
an existing company
Example: Monroe Consulting in 
Indonesia has increased headcount 
by 15% since last year end as the 
market continues to grow.
1
2
3
4
5 Overview
Empresaria Group plc 
Annual report and accounts 2012
11
We continue to see opportunities to deliver 
greater potential from our existing businesses. 
The focus on organic expansion is based on the 
following factors:
Brand stretch For a brand to be developed internationally 
it is important it has a proven track record 
of delivering quality services and an 
established brand reputation in its sector. 
There must be capable management 
who want to expand and build a 
sustainable business. 
There should be an international client base 
so the brand can deliver to existing clients 
across different markets and develop 
deeper and stronger relationships.
Key economic 
centres
We are targeting key economic centres 
in our markets, being the main business 
centres where there is the strongest 
demand for recruitment services. We do 
not intend to have a presence in all cities 
in our countries of operation, but to focus 
our resources where the biggest returns 
are available. For example in China we are 
focused on the Shanghai market. We also 
look for high growth stafﬁng sectors.
Management 
strength
It is important that management have the 
capacity and skills to develop their brands 
and are supported by the central team in 
terms of strategic direction and planning. 
By using equity incentives, management 
are motivated to develop their brands to 
deliver long-term growth.
We continue to focus management attention on improving 
operational efﬁciency and proﬁtable growth by measuring 
conversion ratios and net fee contribution from fee earners.
Any investment activity is also dependent on the resources 
available to the Group. We are in a net debt position overall 
and do not want to increase the debt as a percentage of trade 
debtors (which stands at 49% as at 31 December 2012). It is 
important that investments are funded through equity or from 
operating cash ﬂows. 
Any external investment is subject to available funding and 
suitable opportunities that ﬁt our strategy. Through the Board’s 
extensive network of stafﬁng industry contacts there may be 
opportunities to enter into new markets or sectors in the future 
and the Board will assess any opportunity that arises.
It is important that any external investment is complementary 
to the Group’s operations and there must be a ﬁt of 
geography, sector, philosophy and value.
The stafﬁng industry is a people business and it is vital to 
have the right people within the Group who share the same 
philosophy, long-term goals and attitude. We believe that 
equity is an important incentive for ambitious managers 
who want to have the entrepreneurial freedom to run their 
businesses but see the beneﬁts from being part of a larger 
group. It is important that management are committed to 
building the business over the long-term and see that they 
can do so quicker as part of a group rather than on their own. 
Organic growth External investment 12
Empresaria Group plc 
Annual report and accounts 2012
and has a better mix of clients going into 2013. The 
UK has performed consistently, despite the double-dip 
recession and particularly weak market conditions 
across the ﬁnancial services sector. In Continental Europe 
we have seen improvements in the Czech Republic and 
Slovakia, but these have been overshadowed by the 
reduced proﬁt from Germany. Proﬁt in Finland and Estonia 
was lower in the year as the business transitioned to a 
new management team.
Q Are the problems in Germany dealt with?
A Claims for retrospective pay and social security in 
Germany have been lower than originally anticipated, 
allowing a write back of the provision of £0.4m in the year. 
As at the end of 2012 we hold a provision of £1.0m which 
we believe is sufﬁcient to cover all current and potential 
liabilities for these claims. During the year, in light of 
the impacts of changing pay rate tariffs and a declining 
German economy, we have taken action to reduce 
costs and right-size our German temporary recruitment 
business, closing or merging 13 branch ofﬁces across 
Germany and Austria and reducing staff numbers by 13% 
on average. Whilst we anticipate another challenging year 
in Germany, principally due to the introduction of equal 
pay legislation across many industries from November 
2012, we believe the action taken during 2012 has helped 
put our business back on a proﬁtable growth trend and 
are conﬁdent of increased demand over the medium-term.
Q How has the Group performed in your ﬁrst year 
in charge?
A In 2012, we delivered an improved proﬁt performance 
over the prior year against the backdrop of challenging 
worldwide stafﬁng markets and ongoing economic 
uncertainties. During the year we had to resolve some 
speciﬁc operational issues, in particular in Chile and 
Germany, but strong foundations now exist across the 
Group which can provide the basis for sustainable growth 
despite continued volatility in some of our markets.
Group revenue and net fee income were marginally 
lower than in 2011, but a tight control of costs offset this 
and allowed us to deliver an increased operating proﬁt 
of £4.4m (2011: £2.8m) and proﬁt before tax of £3.6m 
(2011: £1.9m). On an adjusted basis, proﬁt before tax 
was £4.6m (2011: £4.5m).
Performance across the regions was mixed. Adjusted 
operating proﬁt grew 33% in the Rest of the World and 
12% in the UK, but it declined 23% in Continental Europe. 
The growth in the Rest of the World was driven by Asia-
Paciﬁc, with adjusted operating proﬁt up more than 50%. 
The region was the fastest growing in the Group again this 
year. In Chile the exit costs of an onerous loss-making 
contract resulted in a loss for the year. However there was 
a much better performance in the second half of the year 
and we are conﬁdent that the business is much stronger 
Chief Executive Ofﬁcer’s business review
Chief Executive 
Ofﬁcer, Joost Kreulen, 
answers some of 
the most frequently 
asked questions by 
shareholders. Business review
Empresaria Group plc 
Annual report and accounts 2012
13
Q How will you grow the business in the future?
A Our focus over the last year has rightly been on the 
organic development of our existing business. We have 
made a number of investments over the last two years 
and believe the current Group has signiﬁcant potential for 
proﬁtable growth in the future. For example, we expect 
to see improvements in 2013 in Singapore, where our 
investments of 2011-2012 are starting to deliver.
We remain focused on delivering proﬁtable growth, 
optimising our delivery models and tightly managing 
costs to improve conversion ratios. We closely monitor 
the productivity and efﬁciency of the whole organisation 
and this will continue to be a key area of focus in 2013, 
as the global economic conditions remain difﬁcult and 
changeable. We are also looking at where we can make 
further investments in our brands to help them expand 
internationally and, whilst we remain focused on bringing 
down our overall debt, we will have a selective approach 
to external investments if the right opportunity comes up.
Q What makes Empresaria different to other 
stafﬁng companies?
A The balance and diversity of our business is very unusual 
for a group of our size. We have been operating in some 
high-growth stafﬁng markets such as Indonesia, Thailand, 
China and Germany for a number of years. We also have a 
good level of proﬁts from established markets such as the 
UK and Japan, helping to deliver more stable proﬁts and 
reduce the impact of developing market ﬂuctuations.
Our lean head ofﬁce team is very close to the operating 
companies, keeping in touch and meeting them regularly. This 
helps us to react quickly to issues that arise and to support 
the management teams in delivering to their strategies.
I ﬁrmly believe that business operates in a global 
market, with skilled workers increasingly comfortable with 
working in different geographies. With ageing populations, 
emerging markets growth and societies migrating from 
rural to urban settings we can expect to see the shortage 
for skilled professionals exacerbated, with companies 
competing for talent on a worldwide basis. Empresaria 
already has a presence in a number of the key global 
economic centres and by developing our brands 
internationally we hope to extend this further.
Q Empresaria has been described in the past as a 
portfolio of investments. Is this still true?
A It certainly isn’t now. Empresaria is a stafﬁng services 
group, with a focus on the operational performance of each 
brand. We believe in a multi-branded approach and this 
means we have different brands targeting different market 
sectors, each with their own expertise in their specialism, 
adding higher value to the process than a mono-brand 
supplier. We encourage brands to work together, either 
directly or to share best practice and support each other. 
We have close relationships with the brands and regularly 
meet with managers to discuss performance, strategy and 
developments within the business. 
We also operate a “hub” concept within the Group, where 
brands can use the surplus space of another brand to 
help test a new market, before deciding whether a full 
investment and launch is justiﬁed. We used this concept 
in Singapore in 2011, with 4 brands joining the hub. 3 of 
the 4 brands remain and are growing, having been able 
to test the market at low cost and risk. This has also 
happened in London with brands sharing ofﬁce space 
and we are expecting it to occur in Chile during 2013.
Q Empresaria has bought in a lot of minority 
shares in recent years. Is there a change in the 
business philosophy?
A No, not at all. We ﬁrmly believe in the management 
equity model as a means of both attracting and then 
retaining ambitious, talented managers within the Group. 
We believe that the freedom provided to our brands to 
develop their business is a rare opportunity for the best 
managers in the industry to grow a successful stafﬁng 
business but also beneﬁt from being part of a larger 
Group. We have made a number of share purchases over 
the last few years and hold 100% of a few companies at 
the moment. However, we are already in discussions with 
some management teams for second generation equity 
schemes. This will allow us to incentivise senior managers 
to take their company to the next level of proﬁts by sharing 
in the growth. We are hopeful of getting a number of these 
schemes ﬁnalised in the ﬁrst half of 2013.
Q What are your priorities for 2013?
A There is a continuing focus on developing our brands 
and helping them to grow their businesses. We will also 
continue to target improvements in the conversion ratio to 
help drive increased proﬁts. Given the operational issues 
we had to deal with in Germany and Chile in particular 
in 2012, it is vital that these businesses are closely 
managed to ensure the changes made deliver improved 
results and contribute to the Group’s proﬁtability. Costs 
will be controlled as we are wary of the possibility of 
market deterioration and we will react to any changes in 
conditions quickly and ﬁrmly. We will also seek to identify 
suitable external investment opportunities to help develop 
the Group. 14
Empresaria Group plc 
Annual report and accounts 2012
Chief Executive Ofﬁcer’s business review
continued
2012
£m
2011
£m
Revenue 66.5 67.0
Net fee income 16.0 16.0
Adjusted operating proﬁt 2.2 2.0
% of Group net fee income 36% 34%
Average number of employees 201 201
Revenue decreased by 1% to £66.5m (2011: £67.0m) with 
an increase in permanent fees of 3%, offset by a decline in 
temporary fees of 1%. The temporary margin was also slightly 
down by 0.4% on 2011 but overall net fee income was level at 
£16.0m. The higher level of permanent fees helped the gross 
margin improve marginally to 24.0%. The biggest challenge in 
the year was in the banking and ﬁnance sector, where lower 
global demand hit conﬁdence in the London market and 
impacted both clients and candidates.
The proportion of net fee income from temporary sales was 
59% (2011: 60%), reﬂecting the stronger permanent sales 
performance. Adjusted operating proﬁt was up 12% to £2.2m 
(2011: £2.0m) as a result of tight cost control. This increase 
helped the UK region increase its share of the Group’s net 
fee income by 2% to 36%. Employee numbers remained the 
same, averaging 201 in the year.
Market conditions during the year in the UK were poor, 
with uncertainty and poor visibility due to the double-dip 
recession. In addition, whilst we had anticipated a slowdown 
in demand across the London region during the Olympic 
Games, the expectation had been for a catch up in the 
second half of the year to make up for lost productivity. This 
did not materialise and second half revenue was down on 
the ﬁrst half, although net fee income and adjusted operating 
proﬁt were just ahead.
Within the Infrastructure and Construction sector business, 
there was a small decline in permanent sales, but an increase 
in temporary sales as our Building services brand, Reﬂex HR, 
opened a new ofﬁce in London to target this market in more 
depth. However, proﬁts were lower as costs were increased 
due to this new ofﬁce investment. FastTrack’s Heathrow 
Airport ofﬁce, opened in 2011, continued to perform well 
and generated a signiﬁcantly better return in its second year 
of operation. The outlook for new infrastructure projects 
appears more positive at the beginning of 2013 than it did a 
year ago and we hope this will feed into higher demand for 
our services during the course of the year.
Our two Financial Services brands had a mixed year. There 
was a 33% increase in insurance stafﬁng revenue along with 
a ﬁve-fold increase in adjusted operating proﬁt. However, 
market conditions within the core banking and ﬁnance sector 
were very difﬁcult and we saw a reduction in both permanent 
and temporary sales. Costs were managed down and whilst 
the business reported a trading proﬁt it was signiﬁcantly 
down on the prior year. The business has diversiﬁed its sector 
coverage and now offers a wider range of stafﬁng services for 
back-ofﬁce and compliance functions.
Results within our Other brands group have been largely 
positive, especially from the Creative and Retail (real estate) 
brands, which generated increased proﬁts over 2011. The 
Recruitment-to-Recruitment brand had another challenged 
year, with only technical, oil & gas and IT sectors consistently 
increasing staff this year. Further investments in the Domestic 
Services brand to enhance their web presence and marketing 
effectiveness meant proﬁt was slightly down on prior year.
UK Business review
Empresaria Group plc 
Annual report and accounts 2012
15
Continental Europe
2012
£m
2011
£m
Revenue 83.2 102.7
Net fee income 15.7 19.7
Adjusted operating proﬁt 1.7 2.2
% of Group net fee income 36% 42%
Average number of employees 198 221
Revenue decreased by 19% to £83.2m (2011: £102.7m) and 
this fed through to a 20% decline in net fee income to £15.7m 
(2011: £19.7m). There was an increase in permanent sales of 
92%, albeit from a low base, but this was offset by a reduced 
temporary margin of 0.7%. The proportion of net fee income 
from temporary sales remained high at 96% (2011: 98%). 
There were signiﬁcant cost savings made during the year, with 
average staff numbers falling 10%, but this was not enough to 
offset the lower net fee income, resulting in adjusted operating 
proﬁt of £1.7m, down £0.5m on 2011.
The market conditions across Europe have been challenging. 
Even Germany has not been immune, with a negative GDP 
in the last quarter of 2012, preceded by worsening economic 
conditions. Germany also introduced equal pay directives 
for temporary workers in the last quarter of 2012, which is 
currently being adopted by the majority of industries. This 
leads to pay rate surcharges over current pay levels of up 
to 50%, phased in over a nine month period. Whilst this is 
not expected to have a long-term negative impact on the 
temporary recruitment industry, we anticipate a fall in demand 
of up to 20% in the short-term and a reduced gross margin as 
clients react to the increased costs by reducing the levels of 
temporary labour.
These issues in Germany have necessitated a reduction of 
the cost base across the branch network and at head ofﬁce. 
A restructuring programme was implemented in the second 
quarter and is now largely completed. This has resulted in 
13 branch ofﬁces being closed down or merged and a 
material reduction in staff. Average staff numbers in Germany 
over 2012 were 13% lower than 2011 and were 16% down at 
the year end. The cost base going into 2013 is 15% lower than 
at the beginning of 2012 and, whilst we expect a further fall in 
revenue, this should ensure that the proﬁts improve in 2013.
Proﬁts continued to improve within the outsourced business 
which is looking at ways of broadening its client base. The cost 
base was restructured in 2011, in reaction to the increased pay 
rates after changing tariffs, as a result of which the business 
was better placed for 2012.
There has also been a release of £0.4m of the provision 
held against claims for retrospective pay and social security 
contributions in Germany and the provision stood at £1.0m at 
year end. Only a small number of new claims were submitted 
in the year and the social security audit was successfully 
ﬁnalised for all years to 2009. Nearly half of all claims 
submitted to date have been settled for an average of 15% 
of the original claim value. We are conﬁdent that the current 
provision level is sufﬁcient to cover all known and potential 
claims in this matter.
In March 2012, we reached agreement with the former 
minority shareholder in Headway to purchase 6.7% of his 
minority holding for €1.3m and to restructure the timings of 
the put and call options over the remaining 13.33%. During 
the summer of 2012, following an approach by the vendor, 
we agreed an early settlement for the remaining shares. 
Whilst this resulted in a further cash outﬂow in the year, 
increasing the Group’s net debt, we negotiated a reduced 
price for the purchase, saving in the region of £0.6m in 
total consideration. Of the €2.2m consideration, €1.1m was 
payable on completion with two tranches of €550,000 payable 
before the end of December 2012 and March 2013. This 
purchase was funded by a new €2.2m revolving credit facility, 
repayable in full by the end of December 2013.
The results at our Healthcare business in the Baltic region 
were down on the prior year. Overall, demand for its services 
is stable, but it has become more competitive to attract 
qualiﬁed staff. The business has invested further in its 
recruitment team and is looking to broaden its candidate 
base within the Baltic region.
Our specialist businesses in the Czech Republic and Slovakia 
performed much stronger than in the prior year, with both 
businesses delivering a small proﬁt, against losses in 2011. 16
Empresaria Group plc 
Annual report and accounts 2012
2012 
£m
2011 
£m
Revenue 44.6 39.2
Net fee income 12.2 11.2
Adjusted operating proﬁt 1.5 1.1
% of Group net fee income 28% 24%
Average number of employees 435 426
Revenue grew by 14% to £44.6m (2011: £39.2m) and net fee 
income grew by 9% to £12.2m (2011: £11.2m). This remains 
the Group’s fastest growing region and now represents 28% 
of Group net fee income. The temporary margin declined by 
nearly 2%, mainly due to a speciﬁc operational issue in Chile 
arising in the ﬁrst half and which has now been addressed. 
Permanent revenue (including revenue from the training and 
Recruitment Process Outsourcing businesses) grew by 16% 
and now accounts for 64% of regional net fee income. Overall 
temporary revenue (from Japan, Australia and the outsourcing 
business in Chile) grew 13% but a lower overall gross margin 
restricted net fee income growth. Costs increased with the 
greater activity, and average staff numbers increased by 
2%, driven by the training business in Indonesia. Adjusted 
operating proﬁt was £1.5m (2011: £1.1m) up 33%.
In Japan, proﬁts from both Group brands grew by over 40% 
as trading conditions in Tokyo returned to normal following 
the earthquake and tsunami in early 2011. The Japanese 
economy remains constrained and is not forecasting high 
growth, but we expect to see a continued strong performance 
for our businesses in 2013.
The South East Asia region saw strong growth in revenue, 
although proﬁt growth was held back by the costs of 
investments in Singapore and Hong Kong. Our executive 
search brand, Monroe Consulting, grew revenues by just 
under 40% across its established ofﬁces in Indonesia, 
Thailand and Philippines, although losses in Singapore held 
back overall growth. The Group’s investments in Singapore 
delivered a second year of losses, but we are conﬁdent 
that they have reached sufﬁcient scale to make a positive 
contribution in 2013. There was a small loss in Hong Kong 
in line with expectations for a ﬁrst year launch. Our training 
business in Indonesia achieved higher sales in 2012 but, as 
a result of investments in staff, the proﬁt remained on the 
same level as prior year.
Revenue in India was ﬂat year-on-year but, following the 
restructuring in 2011, improved efﬁciency and cost control 
resulted in better net fee income and a strong improvement 
in proﬁt for the year, against a loss in 2011. Demand for 
Recruitment Process Outsourcing services is strongest from the 
US market and we expect this to be a positive trend into 2013.
In China, we saw steady revenue and proﬁt growth, despite a 
slowdown in the local economy in the second half of the year. 
The forecast is for China to return to sustainable levels of 
economic growth and this should help our business to deliver 
steady growth. The two businesses in Shanghai were merged 
during the year.
Revenue from Australia grew by 20% and this fed through to 
a strong improvement in proﬁt. The Melbourne ofﬁce, opened 
in 2011, has contributed proﬁtably this year. The Australian 
market weakened in the last quarter of 2012 but the early 
signs for 2013 are more promising.
Our Chilean business was loss making in the year, despite a 
signiﬁcantly improved second half performance. The business 
took the decision to exit from an unproﬁtable major contract, 
accounting for approximately 30% of sales, which resulted 
in transitional losses. New clients have already been found 
to help the sales volume recover. Some transitional costs 
will continue into 2013 but, due to the actions taken during 
2012, the business is able to deliver more reliable and less 
risky income streams and we are conﬁdent of returning it to 
proﬁtability in 2013.
Joost Kreulen
Chief Executive Ofﬁcer
19 March 2013
Chief Executive Ofﬁcer’s business review
continued
Rest of the World Business review
Empresaria Group plc 
Annual report and accounts 2012
17
Finance review
Revenue and net fee income
Revenue for the year was £194.3m (2011: £208.9m), a 7% 
decrease with net fee income decreasing by 6% to £43.9m 
(2011: £46.9m). Gross margin was 22.6% (2011: 22.5%) with 
an increase in permanent revenue offset by a lower temporary 
margin. Permanent sales (including training and Recruitment 
Process Outsourcing services) grew by 12% and accounted 
for 35% of net fee income (2011: 29%). Temporary revenue 
(including outsourced services) was down 8% on 2011, with 
the margin also reducing to 16.2% (2011: 17.3%).
The proportion of net fee income from non-UK operations 
reduced slightly to 64% (2011: 66%). On a constant currency 
basis, net fee income would have been 3.5% below 2011.
Trading summary
From continuing operations
2012 
£m
2011 
£m
%
change
Revenue 194.3 208.9 (7%)
Net fee income 43.9 46.9 (6%)
Administrative costs (38.5) (41.6) (7%)
Operating proﬁt 4.4 2.8 57%
Adjusted operating proﬁt* 5.4 5.3 2%
Net ﬁnance income and costs (0.8) (0.9) (11%)
Proﬁt before tax 3.6 1.9 89%
Adjusted proﬁt before tax* 4.6 4.5 2%
* The adjusted operating proﬁt and adjusted proﬁt before tax ﬁgures exclude 
exceptional items, intangible amortisation and movements in the values of put 
and call options (see note 11 for details).
Operating proﬁt was 
£4.4m, up 57% on 2011. 
On an adjusted basis it 
was up 2% at £5.4m. 18
Empresaria Group plc 
Annual report and accounts 2012
Operating proﬁt
Operating proﬁt was £4.4m, up 57% on 2011. On an adjusted 
basis, it was up 2% at £5.4m. The conversion ratio of 12.0% 
was an improvement on 11.3% in 2011.
This was due to a reduction in administrative costs, which 
at £38.5m were down 7% on 2011, with about two thirds of 
the saving coming from staff salaries and commissions. The 
Group reacted quickly to changes in market conditions to 
manage costs down during the year. In the UK, costs were 
slightly down on the prior year, in Continental Europe were 
20% down year-on-year, but were 6% higher in the Rest of 
the World. About one third of this increase in the Rest of the 
World related to the new investment in Hong Kong.
Finance income and costs
Finance income was £0.1m (2011: £0.6m), all being bank 
interest income (2011: £0.1m). Finance costs were £0.9m 
(2011: £1.5m), which all related to interest payable on invoice 
discounting, bank loans and overdrafts (2011: £0.9m).
An agreement was reached to purchase the minority shares 
of Headway during the year, so there are no longer any put or 
call options. In 2011, there was a net loss of £0.1m from the 
movement in the fair value of these options.
Exceptional charges
International Financial Reporting Standards (IFRS) require 
that items of income and expenditure that are material 
in terms of their nature or amount should be disclosed 
separately. Such items have been disclosed as exceptional 
charges in these accounts. The total net charge is £0.7m 
(2011: £2.2m) and is made up of two items in Germany: the 
charge of £1.1m for restructuring costs which relate to the 
closure or merger of branch ofﬁces and divisions and the 
termination of staff, reduced by the release of £0.4m of the 
provision for potential claims for retrospective pay and 
social security.
Taxation
The total tax charge in the year is £1.7m (2011: £1.1m) 
representing an effective tax rate of 47% (2011: 58%). 
Against the adjusted proﬁt before tax and after excluding 
the tax on the exceptional provisions the effective tax rate 
reduces to 39% (2011: 36%). This remains high because of 
a combination of prior year tax charges, no tax beneﬁt on 
certain losses and non-deductible costs in the year. The prior 
year tax mostly arises in the UK, however we have been able 
to close three years of tax enquiries over the last year. The 
proﬁts earned by the Group are subject to different tax rates 
in the countries in which the Group operates with the majority 
of proﬁts being taxed at higher rates than in the UK.
Earnings per share
Basic earnings per share in the year ended 31 December 2012 
was 3.0p (2011: loss of 0.4p).
The Group achieved adjusted earnings per share of 5.0p 
(2011: 4.0p). This measure excludes exceptional items, 
intangible amortisation and fair value movements on put 
and call options, so provides a better understanding of the 
underlying trading performance.
Adjusted earnings per share (p)
There were no movements in the number of shares in issue 
during the year. The dilution effect of the 1.2m share options 
issued in 2011 was insigniﬁcant in the year.
Dividend
During the year, the Group paid a dividend of £0.2m in 
respect of the year ended 31 December 2011, amounting to 
0.35p per share. For the year ended 31 December 2012, the 
Board is proposing a similar dividend of 0.35p per share, 
which if approved by shareholders at the Annual General 
Meeting, will be paid on 24 June 2013 to shareholders on 
the register on 24 May 2013.
Treasury
The Group’s treasury function is centrally managed with 
responsibility for ensuring compliance with treasury policy 
and managing the daily treasury operations resting with the 
Group Finance Director. The treasury philosophy of the Group 
is that speculative transactions are not permitted and where 
possible debt should match the location and currency of the 
related assets. There are certain matters reserved for Board 
approval, including the following:
• Changes to the Group’s capital structure;
• Approval of Group ﬁnancing arrangements or signiﬁcant 
changes to existing arrangements;
Finance review
continued
2008
6.8p
2009
3.1p
2010
6.2p
2011
4.0p
2012
5.0p Business review
Empresaria Group plc 
Annual report and accounts 2012
19
• Approval of treasury policies and any activity involving 
forward contracts, derivatives, hedging activity and 
signiﬁcant foreign currency exposures; and
• Approving the appointment of any of the Group’s 
principal bankers.
Treasury is managed to deal with the following risk areas.
Liquidity & funding risk
The objectives are:
• to ensure that at all times the Group has access to sufﬁcient 
cash resources as part of committed bank facilities to 
meet its ﬁnancial obligations as they fall due, including 
taxes and dividends and to provide funds for capital 
expenditure and investment opportunities as they arise. 
• bank facilities must have a maturity proﬁle that matches 
the funding requirement of the Group.
• the Group must have sufﬁcient liquidity to meet non-
discretionary ﬁnancial obligations in the event of 
unexpected business disruption.
• to ensure compliance with borrowing facility covenants 
and undertakings.
• to ensure the capital structure of the Group is appropriate 
for the Group’s proﬁle.
The Group maintains a range of facilities appropriate to 
manage its working capital and medium-term ﬁnancing 
requirements. At the year-end the Group had banking 
facilities totalling £29.0m (2011: £29.8m).
Bank facilities at 31 December
2012 
£m
2011 
£m
Overdrafts, loans and other bank debt 18.0 17.0
Invoice ﬁnancing facilities 11.0 12.8
29.0 29.8
Amount of facility undrawn at year-end 4.8 6.3
The amount of facility undrawn of £4.8m (2011: £6.3m) 
excludes the headroom on the invoice ﬁnancing facility. The 
invoice ﬁnancing facility is available to the UK companies only. 
The reduction in the facility was based on the disposal of the 
supply chain business in 2011 and reduced trading within the 
construction sector. There is bank approval to increase the 
facility back to the 2011 level with no additional fees.
The other debt includes amortising term loans of £2.0m 
(2011: £2.9m), one of which expires in 2013 and the other 
in 2016 and a £0.3m long-term loan in Japan. There are 
overdraft facilities of £5.8m (2011: £7.6m). In the UK the 
overdraft is phased over the calendar year, with £4.0m from 
renewal in February to the end of June, £3.0m to the end 
of September and then £2.0m until the end of December, 
increasing back to the £4.0m in January 2014. This is 
designed to match the Group’s funding requirements which 
are typically greater in the ﬁrst half of the year. The overdrafts 
are renewable annually and were last renewed in February 
2013. There are also two revolving credit facilities. The ﬁrst 
was renewed in March 2011 for a ﬁve year term. During the 
year, this facility was increased from £6.25m to €10.0m 
(approximately £8.2m) and is now allocated to fund the 
German working capital with a limit on the drawn amount 
of 66% of the Headway group trade receivables. A second 
revolving credit facility of €2.2m (approximately £1.8m) 
has been provided as a short term loan with an expiry of 
31 December 2013. This facility is to fund the acquisition of 
the ﬁnal 13.33% of minority shares in Headway, which was 
originally planned to be completed before 31 January 2014. 
Group net debt increased from £5.6m at 31 December 2011 
to £8.1m at 31 December 2012, as detailed below:
2012
£m
2011
£m
Cash at bank and in hand 6.2 6.0
Overdraft facilities (3.2) (1.3)
Invoice ﬁnancing (with recourse) (1.1) (0.2)
Bank loans (10.0) (9.6)
Non-bank loans – (0.5)
Reported net debt (8.1) (5.6)
Non-recourse invoice ﬁnancing (6.4) (10.1)
Total net debt (14.5) (15.7)
The reported net debt excludes non-recourse invoice 
ﬁnancing of £6.4m (2011: £10.1m) which is offset against 
trade receivables. The total debt, including the non-recourse 
invoice ﬁnancing, is £14.5m (2011: £15.7m). In 2012, two 
businesses in the UK decided to stop using non-recourse 
invoice ﬁnancing, which had the result of increasing 
the reported net debt at the end of 2012. On a like-for-
like basis, if the invoice ﬁnancing in 2011 had been with 
recourse, the reported net debt in 2011 would have been 
£6.8m. The increase in total debt includes the impact of 
the short-term revolving credit facility of 2.2m (amount of 
drawn facility at 31 December 2012: £1.4m), taken out to 
fund the accelerated purchase of shares in Headway. This 
expenditure was expected to be incurred in 2013 and so 
represents a cash ﬂow timing issue. 20
Empresaria Group plc 
Annual report and accounts 2012
Reported net debt (£m)
Total net debt (£m)
The Group has to meet certain bank covenant tests on a 
quarterly basis. These tests were all met during the year. 
The ﬁgures at year end were:
Covenant Target Actual
Net debt:EBITDA < 2.5 times 1.3
Interest cover > 3.0 times 8.4
Debt service cover > 1.25 times 2.0
Interest rate risk
The objectives are to:
• Ensure compliance with interest cover covenants.
• Manage the Group’s net interest rate exposure to ensure 
the Group can meet its proﬁt targets.
• Manage the impact of adverse interest rate movements.
• Any surplus cash invested can never put the capital 
amount at risk.
The Group currently uses ﬂoating interest rates. This is 
expected to match the interest costs with the economic cycle 
(eg when interest rates are higher there is typically better 
economic growth and so for a cyclical industry such as 
recruitment, proﬁts should be greater when the economy is 
performing positively).
Within the UK Group the majority of bank accounts are included 
in a cash pooling arrangement. An interest optimisation model 
allows currency balances (including overdrafts) to be included 
within the cash pooling arrangement. With interest income 
not generally paid on current accounts, the Group aims to 
minimise the external interest cost paid to banks by repatriating 
surplus funds from around the Group to minimise the use of the 
overdraft facilities.
Foreign exchange risk
The objectives are to:
• Manage the adverse impact of exchange rate movements 
to ensure budgeted proﬁt is achieved, protect the ﬁnancial 
outcome of large transactions or capital expenditure and 
protect the cash ﬂows of the business.
• Minimise variances in the value of the Group’s net foreign 
currency denominated assets by seeking to borrow in the 
same currency as the asset (natural hedges).
• Manage the foreign exchange impact of long-term 
investments through net investment hedges.
The overall purpose of hedging is to mitigate risks and 
achieve a known outcome.
Credit risk
The objective is to ensure treasury transactions are 
undertaken with creditworthy counterparties and in 
accordance with approved limits.
The main credit risks arise through the use of different banks 
across the Group and on the Group’s trade receivables. The 
credit ratings of the banks used within the Group are monitored 
with a target that no more than 10% of Group cash is held in 
banks with a rating below BBB (Fitch rating) or equivalent.
Debtor days are reviewed monthly with high balances 
investigated with management. Average debtor days for
the Group at the end of 2012 were 51 (2011: 52).
Average debtor days for year
2008
(9.1)
2009
(8.0)
2010
(6.1)
2011
(5.6)
2012
(8.1)
2008
(17.7)
2009
(18.4)
2010
(14.6)
2011
(15.7)
2012
(14.5)
2008
53 days
2009
53 days
2010
52 days
2011
52 days
2012
51 days
Finance review
continued Business review
Empresaria Group plc 
Annual report and accounts 2012
21
Cashﬂow
Reported net debt increased by £2.5m in the year to 
£8.1m (2011: £5.6m). There were cash inﬂows from increased 
bank borrowings of £2.7m and disposal proceeds of £0.2m. 
Against these were cash outﬂows on the purchase of minority 
shares of £3.2m, tax payments of £1.6m, £0.8m on net 
interest costs and dividends of £0.6m, of which £0.2m was 
paid to Group shareholders. There was also an investment in 
working capital and cash spend on restructuring costs.
Acquisitions and disposals
During the year, the Group made a number of acquisitions 
of shares in subsidiaries held by minority shareholders, as 
summarised below:
• In January 2012, 14.5% of the shares in Bar 2 Limited for 
cash consideration of £0.3m taking the Group ownership 
to 85.5%.
• In March 2012, 6.7% of the shares in Empresaria Holding 
Deutschland GmbH (the holding company for the 
Headway operating companies) were acquired for cash 
consideration of €1.3m and the terms of the existing call 
options were extended to be exercisable in the period 
to 31 January 2014. Subsequently the Group agreed to 
a ﬁnal settlement for the remaining 13.33% of shares 
for cash consideration of €2.2m, with €1.1m payable on 
completion and two tranches of €550,000 payable before 
31 December 2012 and 31 March 2013 respectively. 
This represents full consideration for the shares and is 
not subject to adjustment for any changes in the CGZP 
liability. The consideration amount also includes the loss 
of dividend rights by the minority shareholder.
• In July 2012, the ﬁnal 5.7% of the minority shares in 
FastTrack Management Services (London) Limited for a 
total cash consideration of up to £282,000, with an initial 
consideration of £254,000 and a deferred consideration of 
up to £28,000, payable in 2013 and contingent on certain 
performance criteria being met.
• In August 2012, the Group announced the purchase of 
26.7% of shares in the MediradiX companies for cash 
consideration of €0.1m. The Group now holds 86.7% of 
the shares of both these companies. 
The Group received £0.2m in deferred consideration from the 
disposals made in 2011 of the supply chain business in the 
UK and Advanced Career Indonesia in Indonesia.
Balance sheet
The Group’s net assets as at 31 December 2012 were £24.0m 
(2011: £27.6m). A summarised balance sheet is provided below:
2012 
£m
2011
£m
(restated)
Movement
£m
Goodwill & intangibles 26.6 27.3 (0.7)
Property, plant & 
equipment 1.3 1.7 (0.4)
Other ﬁxed assets 1.2 1.8 (0.6)
Trade and other 
receivables 27.4 30.3 (2.9)
Net borrowings (8.1) (5.6) (2.5)
Trade payables and 
other current liabilities (23.5) (27.1) 3.6
Deferred tax liability (0.9) (0.8) (0.1)
Net assets 24.0 27.6 (3.6)
Share capital and 
premium 21.6 21.6 0.0
Equity reserve (6.1) (2.4) (3.7)
Other reserves & 
retained earnings 5.1 4.9 0.2
Equity attributable to the 
owners of the company 20.6 24.1 (3.5)
Minority interests 3.4 3.5 (0.1)
Total equity 24.0 27.6 (3.6)
Post balance sheet events
On 28 January 2013, the Group announced the acquisition 
of 10% of the shares in Skill House Stafﬁng Solutions KK, a 
Japanese company specialising in placing IT professionals, 
for cash consideration of £0.45m. This takes the Group’s 
ownership to 100%.
Prior year adjustment
The Group is presenting restated prior year balance sheets. 
As part of our periodic balance sheet review the Group has 
identiﬁed some erroneous debit balances against certain 
accruals which have now been corrected. The amount of the 
restatement is £0.6m which is applied against the equity at 
the year ended 31 December 2008. Further details of this 
restatement can be found in note 30. 22
Empresaria Group plc 
Annual report and accounts 2012
Going concern
The Board has undertaken a recent and thorough review of the Group’s budget, forecasts and associated risks and sensitivities. 
Despite the uncertainty in the economy and its inherent risk and impact on the business, the Board has concluded, given the level 
of borrowings and bank facilities, that the Group is expected to be able to continue in operational existence for the foreseeable 
future, being a period of at least twelve months from the date of approval of the 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.
Principal risks and uncertainties 
The Group has a process that identiﬁes certain risks that could affect business operations and hence its ﬁnancial results. 
Further information on this process is set out in the Audit Committee report on pages 34 to 35.
Risk Actions taken to mitigate risk
People
The Group’s future success relies on 
recruiting, developing and incentivising 
its senior management and other key 
employees. The loss of key personnel 
may have an adverse impact on the 
Group’s business and relationships.
The Group’s philosophy of management equity helps to incentivise key 
management through equity ownership, with the aim of keeping people within the 
business for the long-term. If equity is acquired from minority shareholders we have 
a policy of issuing second generation equity to incentivise key management for the 
next stage of development. The Group operates through autonomous business 
units, so allowing key staff career development and progression, with support from 
the centre to help them deliver growth in their businesses.
Economic instability
The performance of stafﬁng businesses 
has historically shown a strong correlation 
with 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.
The Group’s strategy of geographic and sector diversiﬁcation is designed to 
minimise the impact from a downturn in any one market. The Group is constantly 
looking at how it can further diversify its business. The Group also has a high 
proportion of its net fee income from temporary recruitment which typically is 
less volatile than permanent sales during the economic cycles. Nevertheless, a 
signiﬁcant global economic downturn will impact all businesses.
Competitive risk 
Competition exists in all our markets, 
most notably in the most developed 
economies. This increases the pressure 
on margins and the ability to ﬁll positions.
The Group’s strategy is to operate on a multi-branded basis with specialist 
brands that deliver a high quality service to clients and candidates, to build loyalty 
and strong relationships. This sector knowledge and experience should help 
defend against competitive threats and margin erosion. You can never eliminate 
competition and in emerging markets the introduction of competitors can help to 
educate the market about the value of recruitment companies.
Legal and regulatory changes and 
compliance with local practices
The Group’s businesses are subject to 
legislation and regulations in each of 
their operational locations. Any changes 
to these may impact on the manner in 
which any business, or the Group as 
a whole, conducts its business and 
could therefore affect the ﬁnancial 
performance of the Group. If local 
practices are not followed it could 
lead to sanctions being taken against 
the company.
The Group closely monitors the legal and regulatory situations in the markets in 
which it operates, in particular where we operate temporary recruitment as this is 
an area that generally has more rules and regulations. The Group is a member of 
many local industry associations which help identify arising issues and lobby on 
behalf of the industry. We also look to use professional advisers with good local 
knowledge and understanding of the relevant laws and labour regulations to ensure 
we are compliant in the territories in which we operate. 
Within the established and developing markets we have seen the introduction of 
equal pay legislation for temporary workers, with this being introduced in Germany 
in November 2012. We maintain close contacts with key clients to manage the 
impact of any such changes as they are being implemented. We also have ongoing 
communication with stafﬁng associations who are lobbying on behalf of the 
recruitment industry.
Finance review
continued Business review
Empresaria Group plc 
Annual report and accounts 2012
23
Risk
continued
Actions taken to mitigate risk 
continued
Financial risks 
The main ﬁnancial risks facing the 
Group are availability of funds to meet 
business needs, ﬂuctuations in interest 
rates, foreign exchange risk and credit 
risk arising from customer defaults.
Funding
The Group ﬁnances its operations by a combination of cash reserves from 
retained proﬁt and bank borrowings. Treasury management is led by the Group 
ﬁnance team, which manages and monitors external and internal funding 
requirements and maintains the key Group banking relationships.
Interest rate risk
The Group is exposed to movements in interest rates for its primary facilities. 
The Group does not currently hedge this exposure but monitors movements in 
the relevant interest rates to be able to react if the rates move adversely.
Foreign exchange risk
A proportion of the Group’s business is transacted overseas and so is exposed 
to movements in exchange rates. The Group does not currently hedge translation 
risk as there is to some degree a natural hedge from operating in a wide range of 
countries. Intra-group balances are hedged using cash or overdraft balances to act 
as a natural currency hedge, for US Dollar, Euro, Japanese Yen, Singapore Dollar 
and Australian Dollars. No derivative instruments are currently used for hedging.
Credit risk 
Credit risk is tightly managed to minimise any bad debts from non-payment by our 
customers. This is overseen by the Group ﬁnance team. Credit insurance is used in 
some sectors where we see a greater risk of client defaults.
Technology
Empresaria’s businesses are highly 
dependent on IT systems for the day-
to-day running of their operations. 
Data protection is important as a large 
amount of conﬁdential data is stored 
on these systems.
There is an ongoing review to ensure that IT and telecommunication systems are 
maintained adequately and that repairs and upgrades are made as necessary. It is 
Group policy that each business has a process in place to protect against potential 
malicious attacks to its IT systems. In common with many organisations, although 
preventative procedures are in place, there remains a residual risk of disruption to 
voice and data infrastructure.
Spencer Wreford
Group Finance Director
19 March 2013 24
Empresaria Group plc 
Annual report and accounts 2012
Empresaria believes that corporate and social 
responsibility is an important part of the Group’s 
culture and looks to adopt good practice in these 
areas. The Board gives due consideration to risks 
arising from social, environmental and ethical 
issues as part of its ongoing risk review process.
Social interaction
The Group, as a diversiﬁed international business, recognises 
the importance of working in a culturally sensitive way with 
the local community and that its employment policies are 
non-discriminatory and encourage the employment of local 
nationals at all levels in the Group.
Employees are selected and promoted on the basis of merit 
and ability, regardless of age, gender, race, religion, sexual 
orientation or disability.
The Group recognises the need to provide a safe working 
environment for its staff and clients. Each ofﬁce is responsible 
for ensuring that their business operates in compliance with 
Group policies and local health and safety legislation.
The Group operates an employee exchange programme, open 
to all employees within the organisation, designed to allow staff 
to spend between a week and a month working in an ofﬁce of 
another Group company in another country, to learn how their 
business operates and to swap ideas and best practice.
The Group communicates with staff by providing regular 
group news updates through “Empresaria One”, a Group-
wide intranet. It also enables employees from different 
businesses to share ideas and develop initiatives and is 
used to publish key Group policies and procedures.
The Group and senior management are supportive of staff 
working with their local communities and charitable concerns. An 
example of how this is happening in Indonesia is shown below. 
Ethics
The Group actively promotes integrity in its dealings with 
employees, shareholders, customers and suppliers and the 
authorities of the countries in which it operates. Empresaria 
recognises that its reputation is a valuable asset gained over 
a long period.
The Group promotes high ethical standards in carrying on 
its business activities and has clear guidelines for dealing 
with gifts, hospitality, corruption, fraud and the use of 
inside information. All staff must comply with the laws and 
regulations of the country in which they operate.
The Group aims to provide a high-quality service to clients 
and candidates alike and seeks to build strong and lasting 
relationships with both parties. The Group ensures that 
advertising and public communications avoid untruths or 
overstatements. Empresaria builds relationships with suppliers 
based on mutual trust and undertakes to pay suppliers on time 
and in accordance with agreed terms of business.
The Group builds relationships with candidates based on trust 
and quality of service. It recognises that information about 
candidates is sensitive and conﬁdential and must be kept 
securely and not disclosed without a candidate’s permission.
Environment
Whilst it is recognised that the Group operates in a 
business sector that has a low environmental impact, the 
Group remains committed to minimising its impact on the 
environment. The Group is aware that this is an area of 
increasing importance to employees, shareholders and 
customers alike. The Group is not involved in the manufacture 
of any tangible products and has identiﬁed the principal areas 
of environmental impact as energy use, waste recycling, 
paper and printing and travel.
The Group encourages the recycling of ofﬁce waste and 
waste paper and has seen a continued reduction in the use 
of printed materials around the Group by increasingly relying 
on electronic media for its primary marketing activity.
As an internationally diverse group we recognise that 
some travel is inevitable and necessary for the effective 
management of the business, however, full use is made of 
telephonic conference facilities and working from home to 
minimise this as far as is practical.
Example of work in the local community
Monroe Consulting Group in Indonesia has been supporting 
Yayasan Sekolah Rakyat Bogor, an organisation that has built 
and run 18 junior high schools and kindergarten in poor and 
remote areas. All of the teachers are volunteers and to date 
they have given 1,300 disadvantaged children a free education. 
The Monroe support is both ﬁnancial and staff volunteering 
their time. When the company moved ofﬁce in 2012 they also 
donated their unused desks. Consultants spend time visiting 
schools to share their knowledge with the children around 
education opening up more career opportunities. 
Corporate social responsibility Governance
Empresaria Group plc 
Annual report and accounts 2012
25
Board of Directors
Anthony Martin 
(Chairman) 
Anthony served as Chairman and CEO 
of Select Appointments (Holdings) Plc 
from 1992 to 1999 when he became Vice 
Chairman and member of the Board of 
Management of Vedior N.V., the world’s 
third largest stafﬁng services group. 
In August 2000 he assumed the role of 
Chairman and CEO, which he served until 
his retirement in February 2004. Anthony 
held the position of Executive Chairperson 
at Corporate Services Group until standing 
down in September 2007. 
Joost Kreulen 
(Chief Executive Ofﬁcer) 
Joost was appointed Chief Executive Ofﬁcer 
effective from 1 January 2012. Joost has 
been with Empresaria since 2009. He was 
initially responsible for its Asian operations 
and more recently also for a number of its 
UK based businesses. He was appointed 
Chief Operating Ofﬁcer and Chief Executive 
Ofﬁcer designate on 7 September 2011. Prior 
to joining Empresaria, Joost had spent 20 
years working in various roles for businesses 
which now form part of Randstad N.V., 
most recently as head of specialist stafﬁng 
operations in the Netherlands.
Spencer Wreford 
(Group Finance Director) 
Spencer was appointed Group Finance 
Director in May 2010 and has over 10 years’ 
experience in senior ﬁnance roles. He joined 
Empresaria from BPP Group, where he was 
the Finance Director of the BPP Professional 
Education division, a provider of international 
professional training. Prior to this he spent 
8 years at ITE Group Plc, the international 
conference and exhibition organising group, 
as Deputy Finance Director, during which 
time he also spent six months as Acting 
Group Finance Director. Spencer is a 
member of the Institute of Chartered 
Accountants of England & Wales, 
qualifying with Arthur Andersen. 
Penny Freer 
(Non-Executive Director) 
Penny has worked in investment banking for 
over 25 years. She is a partner of London 
Bridge Capital, a corporate ﬁnance advisory 
ﬁrm. Until 2004 Penny was Head of Equity 
Capital Markets at Robert W Baird and from 
2004 to 2005, Deputy Chairman of Robert 
W Baird Limited. Prior to this she was 
Head of Small/Mid Cap Equities for Credit 
Lyonnais. Penny is an independent Director 
of two quoted companies: in addition to 
Empresaria she also sits on the Board of 
Advanced Medical Solutions plc where 
she is the Senior Independent Director. 
She joined the Board of Empresaria in 
December 2005. Penny is the Chairperson 
of Empresaria’s Remuneration Committee 
and also sits on the Audit Committee.
Zach Miles
(Non-Executive Director) 
Zach joined the Board on 1 October 2008, 
having recently held the position of Chairman 
and Chief Executive Ofﬁcer of Vedior N.V. He 
was a member of the Board of Management 
from 1999, and Chairman since 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. He sits on the Remuneration 
Committee and is the Chairperson of the 
Audit Committee.  26
Empresaria Group plc 
Annual report and accounts 2012
Directors’ report
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 2012. 
The Corporate governance statement set out on pages 30 to 
33 forms part of this report.
Principal activities
Empresaria is an international specialist stafﬁng group. 
Our companies, each specialising in speciﬁc markets or 
services, operate across the world in 18 countries through 
over 80 ofﬁces. Our sector focus includes Finance, Technical, 
Industrial, Healthcare, Information Technology, Retail and 
Other Professional Services. Our service capabilities are 
predominantly temporary and permanent recruitment, 
but also include corporate training, Recruitment Process 
Outsourcing, outsourcing and HR consulting. 
The subsidiary and associated undertakings principally 
affecting the proﬁts or net assets of the Group in the year are 
listed in note 6 to the ﬁnancial statements of the Company.
Business review
The Company is required by the Companies Act 2006 to 
include a business review in this report. The information that 
fulﬁls the requirements of the business review can be found in 
the Chairman’s statement, Chief Executive Ofﬁcer’s business 
review and the Finance review on pages 2 through to 23.
Financial instruments
Information about the policy, exposure and use of ﬁnancial 
instruments by the Company and its subsidiaries is disclosed 
in note 22.
Post balance sheet events
Details of signiﬁcant events since the balance sheet date are 
contained in note 29 to the ﬁnancial statements.
Results and dividends
The results for the year are set out on page 41. Details about 
the ﬁnal dividend for the year are disclosed in the Finance 
review on page 18. 
Capital structure
Details of the issued share capital, together with details 
of the movements in the Company’s issued share capital 
during the year are shown in note 21. The Company has one 
class of ordinary shares which carry no right to ﬁxed income. 
Each share carries the right to one vote at general meetings 
of the Company.
There are no speciﬁc restrictions on the size of a holding nor 
on the transfer of shares, which are both governed by the 
general provisions of the Articles of Association and prevailing 
legislation. Shares which are allotted to satisfy consideration 
payments on the acquisition of minority interests in certain 
Group subsidiaries (pursuant to shareholders agreements) 
can be subject to a restriction on sale of up to two years. 
There are no issued shares subject to such restriction as at 
the date of this report. The Directors are not aware of any 
other agreements between holders of the Company’s shares 
that may result in restrictions on the transfer of securities or 
on voting rights.
No person has any special rights of control over the 
Company’s share capital and all issued shares are fully paid.
Issue and acquisition of the Company’s own shares
At the end of the year, the Directors had authority, under the 
shareholders’ resolutions dated 29 May 2012, to:
issue the following number of the Company’s ordinary shares:
• 27,495,789 under resolution 9 (a);
• 29,708,565, under resolution 9 (b); and
purchase through the market the following number of the 
Company’s ordinary shares:
• 2,228,142, under resolution 11.
All authorities expire on the earlier of 31 July 2013 or 
the conclusion of the next Annual General Meeting. The 
Directors have not exercised these authorities as at the 
date of this report.
Details of employee share schemes
In 2008 shareholder approval was obtained for a Long 
Term Incentive Plan (LTIP) for the issue of share options in 
Empresaria Group plc to Directors and senior executives. 
During the year ending 31 December 2012 no awards have 
been made under the LTIP. Details of prior year awards made 
under the LTIP can be found in the Directors’ remuneration 
report on pages 36 to 39 and in note 28. Governance
Empresaria Group plc 
Annual report and accounts 2012
27
Directors and their interests
The Directors, who served throughout the year, had the following interests in the Company’s ordinary share capital:
31 December 2012 31 December 2011
Number of 
ordinary shares
Percentage 
holding
Number of 
ordinary shares
Percentage 
holding
Executive Directors
Joost Kreulen, Chief Executive Ofﬁcer 60,000 0.13% 60,000 0.13%
Spencer Wreford, Group Finance Director 15,000 0.03% 15,000 0.03%
Non-Executive Directors
Anthony Martin, Chairman 9,690,546 21.75% 9,203,046 20.65%
Penny Freer, Chairman of Remuneration Committee 15,000 0.03% 15,000 0.03%
Zach Miles, Chairman of Audit Committee –0.00% –0.00%
Total 9,780,546 21.95% 9,293,046 20.85%
Director interests
No changes took place in the interests of the Directors 
between 31 December 2012 and 18 March 2013. None of 
the Directors had interests in other Group companies.
Director changes
Miles Hunt resigned as a Non-Executive Director on 
31 March 2012.
Appointment, retirement and replacements of Directors
The Company is governed by its Articles of Association, the 
Companies Act 2006 and related legislation and AIM Rules. 
The Board support and comply with the principles of the UK 
Corporate Governance Code (the “Code”) which requires that 
all Directors of the Company submit themselves for re-
election at least every three years. The Articles of Association 
require that a third of the Directors retire by rotation.
At the next Annual General Meeting Spencer Wreford will 
submit himself for re-election having been last appointed by 
shareholders on 3 June 2010.
Biographical details of all Directors can be found on page 25.
Directors’ powers
The Directors’ powers are conferred on them by UK 
legislation and by the Articles of Association. Further details 
can be found in the Corporate governance statement on 
pages 30 to 33. 
Directors’ indemnities
The Company has made no qualifying third-party indemnity 
provisions for the beneﬁt of its Directors during the year.
Substantial shareholdings
As at 31 December 2012, excluding the Directors, the 
following interests in 3% or more of the issued ordinary 
share capital in the register maintained under the provision 
of section 113 of the Companies Act 2006 were identiﬁed:
Name of holder
Number of 
ordinary 
shares
Percentage 
holding 
Caledonia Investment plc 10,149,264 22.78%
M Hunt (ex Board Director) 3,988,092 8.95%
Liontrust Asset Management 3,623,468 8.13%
Ennismore Fund Management 3,266,396 7.33%
T Shefﬁeld (ex Board Director) 2,049,307 4.60%
Ashcourt Asset Management 1,465,053 3.29%
During the period between 31 December 2012 and the 
28 February 2013 the following changes to substantial 
holdings were identiﬁed in the register:
Name of holder
Number of 
ordinary 
shares
Percentage 
holding 
Liontrust Asset Management 3,573,468 8.02% 28
Empresaria Group plc 
Annual report and accounts 2012
Directors’ report
continued
Supplier payment policy
The Group does not follow any speciﬁed code or standard 
on payment practice. However, it is the Group’s policy to 
negotiate terms with its suppliers and to ensure that they are 
aware of the terms of payment when business is agreed. It is 
the Group’s policy to abide by these terms. Trade creditors of 
the Group at 31 December 2012 were equivalent to 33 (2011: 
34) days’ purchases, based on the average daily amount 
invoiced by suppliers during the year.
Fixed assets
The Group has no interest in land and buildings.
Employee consultation
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 
achieved through formal and informal meetings, the Group’s 
websites and intranet. 
Disabled employees
Applications for employment by disabled persons are 
always fully considered, bearing in mind the aptitudes of 
the applicant concerned. In the event of members of staff 
becoming disabled every effort is made to ensure that their 
employment with the Group continues and that appropriate 
training is arranged. It is the policy of the Group that the 
training, career development and promotion of disabled 
persons should, as far as possible, be identical to that of 
other employees. 
Charitable and political contributions
During the year the Group made charitable donations of 
£16,101 (2011: £17,900). These were made across the Group 
to various local and international charities. The Group did not 
make any political donations during the year (2011: nil). 
Auditor
Each of the Directors 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
• the Director has taken all the steps that he/she ought to 
have taken as a Director in order to make himself/herself 
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.
Deloitte LLP have expressed their willingness to continue 
in ofﬁce as auditor of the Company and a resolution to re-
appoint them will be proposed at the forthcoming Annual 
General Meeting.
Approved by the Board of Directors and signed on its behalf by:
Anne-Marie Clarke
Company Secretary
19 March 2013 Governance
Empresaria Group plc 
Annual report and accounts 2012
29
Directors’ responsibilities statement
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 such 
ﬁnancial statements for each ﬁnancial year. Under that law 
the Directors are required to prepare the Group ﬁnancial 
statements in accordance with International Financial 
Reporting Standards (IFRSs) as adopted by the European 
Union and the AIM Rules and have chosen to prepare the 
parent Company ﬁnancial statements in accordance with 
United Kingdom Generally Accepted Accounting Practice 
(United Kingdom Accounting Standards and applicable law). 
Under company law the Directors must not approve the 
accounts unless they are satisﬁed that they give a true and 
fair view of the state of affairs of the Company and of the 
proﬁt or loss of the Company 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 judgments 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 the 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
• make an assessment of the Company’s ability to 
continue as a going concern.
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 hence for taking reasonable steps for the prevention 
and detection of fraud and other irregularities.
The Directors are responsible for the maintenance and 
integrity of the corporate and ﬁnancial information included 
on the Company’s website (www.empresaria.com). 
Legislation in the United Kingdom governing the preparation 
and dissemination of ﬁnancial statements may differ from 
legislation in other jurisdictions.
Directors’ responsibility statement
We conﬁrm that to the best of our knowledge:
1.  the ﬁnancial statements, prepared in accordance with the 
relevant ﬁnancial reporting framework, give a true and fair 
view of the assets, liabilities, ﬁnancial position and proﬁt 
or loss of the Company and the undertakings included in 
the consolidation taken as a whole; and
2.  the management report, which is incorporated into the 
Chairman’s statement, Chief Executive Ofﬁcer’s business 
review and Finance review, includes a fair review of the 
development and performance of the business and the 
position of the Company and the undertakings included 
in the consolidation taken as a whole, together with a 
description of the principal risks and uncertainties that 
they face.
By order of the Board
Joost Kreulen   Spencer Wreford
Chief Executive Ofﬁcer  Group Finance Director
19 March 2013 30
Empresaria Group plc 
Annual report and accounts 2012
Corporate governance statement
Corporate governance
The Board is committed to maintaining its high standards of corporate governance, managing the Group in an ethical, efﬁcient 
and effective manner for the beneﬁt of shareholders over the longer term whilst also fostering an entrepreneurial culture. Whilst 
the Company is not subject to the UK Corporate Governance Code published in 2010 (the “Code”) applicable to companies 
listed on the Ofﬁcial List, the Directors recognise the value and importance of sound corporate governance and support the 
principles of the Code. 
Since listing on AIM in late 2004, the Group has developed in line with its strategic aims, increasing its spread in terms of both 
geography and sector. The Board recognises that with this growth comes the need to provide a sound framework of corporate 
governance and is committed to the continued review, development and implementation of corporate governance practices 
which will support the business as it continues to deliver its strategic objectives.
An overview of how the Code principles have been applied is provided below, with further explanation set out in the remainder 
of this statement, the Directors’ remuneration report and the Audit Committee report.
Code Provision Applied Code Provision Applied
Leadership Accountability
The role of the Board Yes Financial and business reporting Yes
Division of responsibilities Yes Risk management and internal control Yes
The Chairman Yes Audit Committee and auditor Yes
Non-Executive Directors Yes
Effectiveness Remuneration
The composition of the Board Yes The level and components of remuneration Yes
Appointments to the Board Yes Procedure Yes
Commitment Yes
Development Yes Relations with shareholders
Information and support Yes Dialogue with shareholders Yes
Evaluation Partial Constructive use of the AGM Yes
Re-election Yes
Leadership 
The role of the Board
Every company should be headed by an effective board which is collectively responsible for the long-term success of 
the Company.
The Company is controlled through the Board of Directors which meets regularly during the year. The Non-Executive Directors 
meet without the Executive Directors being present if required.
The Board is made up of two Executive Directors, Joost Kreulen and Spencer Wreford, and three Non-Executive Directors 
of whom two (Penny Freer and Zach Miles) are deemed by the Board to be independent of management and free from any 
business or other relationships which could materially interfere with the exercise of their independent judgement. The Chairman, 
Anthony Martin, is not considered to be independent as he holds a signiﬁcant shareholding in the Company. Recognising that 
the Chairman is not an independent Director, the Board has decided that both independent Directors will perform the duties 
normally performed by a Senior Independent Director. Shareholders are able to address any concerns to the Board through 
these two independent channels of communication.
The principal roles of the Board are the protection and advancement of shareholders’ interests, providing overall direction for 
the Group and establishing and maintaining a framework of delegated authorities and controls which ensure the efﬁcient and 
effective management of the Group’s operations. A formal schedule of matters reserved for consideration by the Board gives it 
responsibility for: 
• overall Group strategy and objectives
• approval of the Group annual budget and progress towards achievement of this budget
• changes to the Group’s capital structure Governance
Empresaria Group plc 
Annual report and accounts 2012
31
• changes to the Group’s principal activities
• changes to the senior management structure
• approval of Group ﬁnancing arrangements and 
treasury policy
• approval of major acquisitions, disposals and 
additional investments in existing operations
• approval of major unbudgeted expenditure
The schedule of matters reserved for the Board is reviewed 
by the Board annually to ensure it remains appropriate and 
complete. The Board has also approved the schedule of 
matters reserved for the Board of Management and matters 
which are delegated to operational management.
The Board has established an Audit Committee and 
Remuneration Committee to which it delegates clearly 
deﬁned powers. Due to the size of the Board, and limited 
number of independent Directors, the duties of a Nomination 
Committee have been included in the terms of reference for 
the Remuneration Committee. The requirement for a separate 
Nomination Committee will be considered if a change in size 
and composition of the Board is required. 
Following each Committee meeting the Chairman of the 
Committee updates the Board on the matters discussed. The 
terms of reference for each of the Committees are available 
to view on the Company’s website (www.empresaria.com). 
Details of the work carried out by the Audit and Remuneration 
Committees can be found in the Audit Committee report on 
pages 34 to 35 and Directors’ remuneration report on pages 
36 to 39.
During the year the number of meetings of the Board and 
Committees and individual attendance by the members were 
as follows:
Main 
Board
Audit 
Committee
Remuneration 
Committee
Number of 
meetings held 72 1
Anthony Martin 
(Chairman) 7 – –
Joost Kreulen (Chief 
Executive Ofﬁcer) 7 – –
Spencer Wreford 
(Group Finance 
Director) 7 – –
Penny Freer (Non-
Executive Director) 7 2 1
Zach Miles (Non-
Executive Director) 6 2 1
Miles Hunt (Non-
Executive Director)* 2 – –
* Miles Hunt attended all meetings he was eligible to attend up to the date of resignation, 
31 March 2012.
Division of responsibilities
There should be a clear division of responsibilities at the 
head of the Company between the running of the Board 
and the executive responsibility for the running of the 
Company’s business. No one individual should have 
unfettered powers of decision.
There is a clear division of responsibilities between the 
Chairman and Chief Executive Ofﬁcer. The statement of 
division of responsibilities was formally approved by the 
Board prior to the appointment of Joost Kreulen to the role 
of Chief Executive Ofﬁcer and can be found on the 
Company’s website (www.empresaria.com).
The Chairman is primarily responsible for the running of 
the Board. The Chief Executive Ofﬁcer is responsible for 
implementing Group strategy and running the Board of 
Management. The Board of Management currently comprises 
the two Executive Directors and the regional head of 
Continental Europe.
Non-Executive Directors
As part of their role as members of a unitary board, 
Non-Executive Directors should constructively 
challenge and help develop proposals on strategy. 
All Non-Executive Directors participate in strategy development 
and decisions required to implement actions to progress 
towards meeting the objectives of the Company. The Board 
collectively reviewed the Group’s strategy during the year.
Effectiveness
The composition of the Board
The Board and its Committees should have 
the appropriate balance of skills, experience, 
independence and knowledge of the Company to 
enable them to discharge their respective duties 
and responsibilities effectively.
The Board has a balance and depth of skills and experience 
and biographies of the Directors can be found on page 25.
Appointments to the Board
There should be a formal, rigorous and transparent 
procedure for the appointment of new directors to 
the Board.
The Board has deemed it appropriate for all members of 
the Board to participate in the recruitment of members 
of the Board. All Board Directors have the opportunity to 
independently assess the suitability of potential candidates 
for vacancies which arise. Final approval for Board 
appointments is given by the Board as a whole.  32
Empresaria Group plc 
Annual report and accounts 2012
Corporate governance statement
continued
Commitment
All Directors should be able to allocate sufﬁcient time to 
the Company to discharge their responsibilities effectively.
The Chairman and Non-Executive Directors serve under letters 
of appointment which are available for inspection at the 
Company’s registered ofﬁce and at the Annual General Meeting.
The annual time commitments are as follows:
• Chairman – not less than 25 days
• Non-Executive Directors – not less than 20 days
During the year the Chairman and Non-Executive Directors 
have committed above minimum time requirements.
Neither Executive Director holds external Non-Executive 
Director roles.
Development
All Directors should receive induction on joining the 
Board and should regularly update and refresh their 
skills and knowledge.
All Directors determine the training requirements appropriate 
to their role and the needs of the business. Examples of 
events attended include the attendance by the Chairman 
and Chief Executive Ofﬁcer at the Stafﬁng Industry Analysts 
conference in the USA, whilst the Chairman of the Audit 
Committee has attended seminars on Audit Committees 
and Corporate Governance delivered by Deloitte LLP. 
Developments in corporate governance are provided to 
the Board by the Company Secretary.
Information and support
The Board should be supplied in a timely manner with 
information in a form and of a quality appropriate to 
enable it to discharge its duties.
At the beginning of each year, Board meetings are scheduled 
in line with the key ﬁnancial reporting dates. A more detailed 
agenda, together with the Board papers, is distributed before 
each Board meeting. All Directors receive sufﬁcient relevant 
information on ﬁnancial, business and corporate issues to 
enable informed decisions to be taken by them at the Board 
meetings. Any speciﬁc actions arising during meetings are 
agreed by the Board and a follow-up procedure ensures 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 be 
informed of developments on a regular basis.
The Directors have access to the advice and services of 
the Company Secretary and all Directors are able to take 
independent professional advice in the furtherance of their 
duties if necessary.
Evaluation
The Board should undertake a formal and rigorous 
annual evaluation of its own performance and that 
of its Committees and individual Directors.
During December 2012, the Audit Committee undertook a 
performance review, measuring performance against its 
terms of reference and identifying areas for development. 
These results were presented to the Board.
The Board have not deemed it necessary to conduct a formal 
review of its performance.
Re-election
All Directors should be submitted for re-election at regular 
intervals, subject to continued satisfactory performance.
All Directors, in accordance with the Code, will submit 
themselves for re-election at least once every three years. 
Any Directors appointed to the Board during the year will 
submit themselves for re-election at the next Annual General 
Meeting following their appointment. In accordance with the 
Company’s Articles of Association one third of the Board is 
required to retire by rotation each year.
Accountability
Risk management, internal control and auditor
The Board is responsible for determining the nature 
and extent of the signiﬁcant risks it is willing to take 
in achieving its strategic objectives. The Board 
should maintain sound risk management and 
internal control systems.
The Board should establish formal and transparent 
arrangements for considering how they should apply the 
corporate reporting and risk management and internal 
control principles and for maintaining an appropriate 
relationship with the Company’s auditor.
Risk management remains the responsibility of the Board of 
Directors. The Audit Committee has delegated responsibility 
to keep under review the adequacy and effectiveness of the 
Company’s internal ﬁnancial controls and internal control and 
risk management system.
A separate Audit Committee report is set out on pages 34 to 
35 and provides details of the role and activities of the Audit 
Committee and auditor. Governance
Empresaria Group plc 
Annual report and accounts 2012
33
Remuneration
Remuneration policy and the level and make-up 
of remuneration
A separate Directors’ remuneration report is set out on pages 
36 to 39 and provides details of the remuneration policy, 
level and make-up of remuneration and procedure for ﬁxing 
the individual remuneration packages of individual Directors.
Relations with shareholders
Dialogue with major shareholders
There should be a dialogue with shareholders based on 
the mutual understanding of objectives. The Board as a 
whole has responsibility for ensuring that a satisfactory 
dialogue with shareholders takes place.
The Directors seek to build on a mutual understanding of 
objectives between the Company and its shareholders by:
• making annual and interim presentations to institutional 
investors, which are made available to all shareholders 
on the Company’s website (www.empresaria.com);
• meeting shareholders to discuss long-term issues and 
obtain their views; and
• communicating regularly during the year.
Relations with shareholders are managed principally by the 
Chief Executive Ofﬁcer and Group Finance Director. The 
views of shareholders are communicated to the Board as a 
whole through regular Board meetings and communication 
between meetings. Although primary responsibility for 
effective communication with shareholders lies with the 
Chairman, the Executive Directors prepare presentations for 
analysts and institutional investors following the interim and 
preliminary announcements. 
Constructive use of the Annual General Meeting
The Board should use the Annual General Meeting 
to communicate with investors and to encourage 
their participation.
The Board seeks to use the Annual General Meeting to 
communicate to shareholders. Shareholders are encouraged 
to participate in the Annual General Meeting at which the 
Chairman will present an update on the Group’s performance. 
The Board, together with the Chairmen of the Audit and 
Remuneration Committees, will be available at the Annual 
General Meeting to answer questions from shareholders. 34
Empresaria Group plc 
Annual report and accounts 2012
Audit Committee report
Role and composition of the Audit Committee
The role and terms of reference for the Audit Committee 
includes all matters indicated in the UK Corporate 
Governance Code (the “Code”) and can be found on the 
Company’s website (www.empresaria.com).
The Audit Committee is required to report its ﬁndings to 
the Board, identifying any matters on which it considers 
that action or improvement is needed, and make 
recommendations on the steps to be taken.
The Audit Committee is appointed by the Board from the 
independent Non-Executive Directors of the Company, with 
a minimum requirement of two such Directors, one of whom 
should be a ﬁnancially qualiﬁed member. Appointments are 
for a period of three years and are extendable by no more 
than two additional three year periods.
The members of the Audit Committee are:
Name
Date of appointment 
to the Committee Qualiﬁcation
Zach Miles 
(Chairman) 1 October 2008
Chartered
 accountant
Penny Freer 2 November 2011
Zach Miles’s biography can be found on page 25. It is 
the Board’s position that both Zach Miles and Penny 
Freer continue to be independent. 
Meetings
The Audit Committee is required to meet formally twice per 
year, which it has done during 2012. Since the beginning of 
2012 to the date of this report the Audit Committee has met 
ﬁve times in total to fulﬁl its responsibilities.
Meetings held during December to March are held to 
review various matters relating to the audit of the ﬁnancial 
statements, including the planning of the annual audit 
process and the review of the auditors’ ﬁnal report on its audit 
of the report and ﬁnancial statements. Additional meetings 
are held throughout the year to speciﬁcally address risk 
management matters and to discuss signiﬁcant judgemental 
areas of the accounts. 
The Audit Committee invites the Group Finance Director and 
senior representatives of the external auditor to attend all of 
its meetings, although it reserves the right to request any of 
these individuals to withdraw from the meeting.
Principal activities
Since the beginning of 2012, to the date of this report the 
principal activities undertaken were as follows:
Financial statements
The terms of reference assigns responsibility to the Committee 
for the monitoring of the integrity of the ﬁnancial statements of 
the Company. The Committee considered and reviewed:
• the 2011 and 2012 Annual report and accounts; and
• interim 2012 results (unaudited).
The reviews included the accounting policies, signiﬁcant 
ﬁnancial reporting issues and key judgements and estimates 
underpinning the ﬁnancial statements, including:
• going concern;
• carrying value of goodwill and investments; 
• provisions relating to restructuring costs and claims 
for potential retrospective pay and social security;
• deferred tax assets value; and
• prior year restatement
as disclosed within notes 2 and 3. 
For going concern and the carrying value of goodwill and 
investments, 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. In preparing 
the forecasts growth rates were based on the GDP for 
the countries in which the Group operates except, for the 
purpose of determining the carrying value of goodwill and 
investments, growth rates were capped at 5%. Sensitivities 
applied included both increasing and reducing forecast 
revenues, with corresponding adjustments to cost of sales, 
reducing gross margin, increasing debtor days and for 
goodwill, increasing the cost of capital and the effect of nil 
growth. In each case the Group had sufﬁcient headroom 
under its banking facilities, banking covenants were complied 
with and no goodwill impairment was indicated. Further 
details are included in the Finance review on page 22 and in 
notes 1 and 14 to the ﬁnancial statements.
For the other key judgements and estimates, the Committee 
was satisﬁed with the assumptions made and the accounting 
treatments adopted.
Audit of the Annual report and accounts
Deloitte LLP, the Company’s external auditor, reported to the 
Committee on the scope and outcome of the annual audit. 
The Committee held meetings with the auditor and the 
following activities were undertaken:
• reviewed and agreed the scope of the audit work to be 
undertaken by the auditors, noting the role of the senior 
statutory audit partner, who signs the audit report and 
who, in accordance with professional rules, has not held 
ofﬁce for more than ﬁve years, and any changes in the key 
audit staff; 
• agreed the 2012 audit fees to be paid to the external 
auditor for its audit of the 2012 ﬁnancial statements;
• reviewed the external auditor reports on its audit of the 
2012 annual report and ﬁnancial statements;
• reviewed the external auditor’s fulﬁllment of the agreed 
audit plan and any variations from the plan;  Governance
Empresaria Group plc 
Annual report and accounts 2012
35
• reviewed the robustness and perceptiveness of the 
auditor in its handling of the key accounting and audit 
judgements; and
• reviewed the management representation letter and 
management’s response to the auditor’s ﬁndings and 
recommendations prior to signing by management.
The Committee discussed the views and conclusions of 
Deloitte LLP regarding management’s treatment of signiﬁcant 
transactions and areas of judgement during the year.
Risk management and internal control arrangements
Risk management is the responsibility of the Board of 
Directors. The Committee’s responsibility is to keep under 
review the adequacy and effectiveness of the Company’s 
internal ﬁnancial controls and internal control and risk 
management systems.
Details of the principal risks and uncertainties that could 
affect business operations can be found on pages 22 to 23.
Due to the size of the Group, and the costs involved, the Audit 
Committee continues to recommend to the Board that there is 
no requirement for an internal audit function. Risk management 
and internal control review processes are reviewed by the 
Committee and managed by the Group Finance Director 
assisted by the Group Company Secretary and regional 
ﬁnancial controllers. 
The Group’s whistle blowing policy contains arrangements 
for the Group Company Secretary to receive, in conﬁdence, 
complaints on accounting, risk issues, internal controls, 
auditing issues and related matters. 
The Group has a mandatory Code of Conduct which sets 
out the minimum expected behaviours for all employees. 
During the year, the Committee reviewed:
• reports on control reviews conducted covering 
ﬁnancial, operational and compliance controls and
risk management;
• the Group and subsidiary legal structure; 
• the Group treasury policy prior to presentation to the 
Board for approval; 
• adequacy of ﬁnance resourcing throughout the Group. 
Actions were agreed and taken as appropriate to support 
and enhance the internal control arrangements; and
• a report from the external auditor on its review of the 
effectiveness of controls across the Group and received 
a report on management action taken in response to 
work undertaken by the auditor in relation to 2011.
External auditor
The Audit Committee is responsible for the development, 
implementation and monitoring of the Group’s policy on 
external audit. The terms of reference assigns responsibility 
to the Committee for overseeing the relationship with the 
external auditor. As part of the 2012 audit process, and 
in accordance with the terms of reference, the following 
activities were undertaken:
• assessed the external auditor, considering the 
qualiﬁcation, expertise and resources, and independence 
of the external auditor and the effectiveness of the audit 
process. This included consideration of a report on the 
audit ﬁrm’s own quality control procedures and the audit 
ﬁrm’s annual transparency report; 
• assessed the risk associated with the possible withdrawal 
of the external auditor from the market and noted that 
there are no contractual obligations to restrict the choice 
of external auditor; and
• reviewed the overall extent of non-audit services 
provided by the external auditor. The Audit Committee 
has established a policy on the non-audit services 
which the external auditor will and will not be allowed 
to provide to the Group, subject to de minimis levels. 
During the year the auditor was not engaged to provide 
non-audit services.
Note 7 to the ﬁnancial statements includes disclosure of the 
auditor’s remuneration for the year, including an analysis of 
audit services, audit related services and other non-audit 
services under those headings prescribed by law.
Following the completion of the 2012 audit process, the 
Audit Committee is satisﬁed with the performance of 
Deloitte LLP and has recommended to the Board that 
Deloitte LLP is re-appointed. 
Assessment of the Audit Committee
The Committee conducted a self assessment of its 
performance during the year, against its terms of reference. 
The Board concluded that the Committee has acted in 
accordance with its terms of reference and had ensured the 
independence and objectivity of the external auditor.
The Chairman of the Audit Committee will be available at the 
Annual General Meeting to answer any questions about the 
work of the Committee.
On behalf of the Audit Committee
Zach Miles
Chairman of the Audit Committee
19 March 2013 36
Empresaria Group plc 
Annual report and accounts 2012
Directors’ remuneration report
This report has been prepared in accordance with the 
principles of Schedule 8 to the Accounting Regulations under 
the Companies Act 2006 (The Act). This report also meets the 
relevant requirements of the AIM Rules and describes how 
the Board has applied the principles relating to Directors’ 
remuneration in the UK Corporate Governance Code. 
A resolution to approve the report will be proposed at 
the Annual General Meeting of the Company at which the 
ﬁnancial statements will be approved. The Act requires the 
auditor to report to the Company’s members on certain parts 
of the Directors’ remuneration report and to state whether 
in their opinion those parts of the report have been properly 
prepared in accordance with the Accounting regulations. 
The report has therefore been divided into separate sections 
for audited and unaudited information.
Unaudited information
Role and composition of the Remuneration Committee
The Company has established a Remuneration Committee 
which is constituted in accordance with the recommendations 
of the UK Corporate Governance Code. The duties of the 
Committee include those duties normally performed by a 
separate Nominations Committee. The terms of reference of 
the Remuneration Committee are available on the Company’s 
website (www.empresaria.com).
The Remuneration Committee is required to report its ﬁndings 
to the Board, identifying any matters on which it considers 
that action or improvement is needed, and make 
recommendations on the steps to be taken.
The Remuneration Committee is appointed by the Board from 
the independent Non-Executive Directors of the Company, with 
a minimum requirement of two such Directors. No Director is 
involved in any decisions as to their own remuneration.
The members of the Remuneration Committee during 
2012 were:
Name
Date of appointment 
to the Committee
Penny Freer (Chairman) 13 December 2005
Zach Miles 1 October 2010
It is the Board’s position that both Penny Freer and 
Zach Miles continue to be independent.
Meetings
The Remuneration Committee is required to meet at such 
times as the Chairman of the Committee shall require.
Meetings are held during the budget process to review various 
matters relating to the proposed remuneration packages for 
the Executive Directors and senior management.
Following publication of the annual results the Committee meets 
to consider the granting of options under the LTIP scheme.
The Remuneration Committee invites the Chairman to attend 
all of its meetings, noting however that the Chairman is not a 
member of the Committee and is not independent.
Remuneration practices
Remuneration policy for the Executive Directors
Executive remuneration packages are designed to attract, 
retain, motivate and reward Executive Directors whilst aligning 
rewards with the business objectives and performance and 
the interests of shareholders. 
Link between business objectives and remuneration policy
It is the Company’s policy for performance-related pay of 
Executive Directors to be linked to key performance indicators 
of the Company. One of the Company’s key objectives is to 
see sustainable growth in earnings to shareholders, measured 
by growth in earnings per share (EPS). To support and deliver 
this there is a short-term objective to deliver organic growth 
from existing operations. The chosen target to demonstrate 
the Company’s ability to re-invest in existing operations is 
cash generated from operations.
Executive Directors’ contracts
It is the Company’s policy that Executive Directors should 
have contracts with indeﬁnite terms providing for a maximum 
of one year’s notice. In the event of early termination, the 
Directors’ contracts provide for compensation up to a 
maximum of the basic salary for the notice period.
The details of the Directors’ contracts are summarised in 
the table below:
Director
Effective date 
of contract Notice period
Chief 
Executive Ofﬁcer 
(Joost Kreulen) 1 January 2012 12 months
Group
Finance Director 
(Spencer Wreford) 4 May 2010 6 months
Spencer Wreford, who is proposed for re-election at the 
forthcoming Annual General Meeting, has a service contract 
which provides for a notice period of 6 months. Governance
Empresaria Group plc 
Annual report and accounts 2012
37
Basic salary
The basic annual salary of each Executive Director is 
reviewed annually by the Remuneration Committee with 
changes taking effect on 1 January. For 2013 the Committee, 
whilst recognising the additional support the Group 
Finance Director had given the new Chief Executive Ofﬁcer, 
recommended a cost of living increase for both Executive 
Directors. However, both Executive Directors agreed to 
decline the offer being mindful of the business performance 
for 2012 being below initial expectations. The salaries for 
the Executive Directors for the ﬁnancial years beginning 
on 1 January are as follows:
Director
2013
£000
2012
£000
2011
£000
Chief Executive Ofﬁcer 200 200 200
Group Finance Director 140 140 125
Pension and other beneﬁts-in-kind
In addition to the basic remuneration payable under the 
service agreements, each of the Executive Directors is 
entitled to a pension provision and a range of other beneﬁts, 
including private medical insurance and car allowance.
Currently the Company has agreed to make contributions
into private pension schemes as follows:
• Chief Executive Ofﬁcer – 15% of basic salary.
• Group Finance Director – 10% of basic salary. 
The current pension arrangement for all UK eligible 
workers is under review and revised arrangements will be 
implemented in accordance with the requirements of the 
auto-enrolment of pensions.
Annual bonus
The Remuneration Committee establishes the objectives that 
must be met for each ﬁnancial year if a cash bonus is to be 
paid. For the ﬁnancial year 2012 the targets and % of bonus 
payable for the Chief Executive Ofﬁcer and Group Finance 
Director were as follows:
2012
Bonus at 80% of target 0%
Bonus at 100% of target 25%
Bonus at 120% of target 50%
Targets were as detailed below:
Target 2012
Cash generated from operations 50% of bonus
EPS 50% of bonus
The maximum bonus that can be earned by the Chief 
Executive Ofﬁcer and Group Finance Director is 50% of 
basic salary. 80% of both targets must be met for any 
bonus to be payable. The entire bonus is payable in cash.
For the year ending 2012 neither target has been met and 
therefore no bonus is payable. 
For the year ending 2013 the bonus structure and targets 
remain the same as 2012, being:
Target 2013
Cash generated from operations 50% of bonus
EPS 50% of bonus
Long-term incentive plan (LTIP)
In July 2008 the Company gained shareholder approval to 
introduce a LTIP for Executive Directors and senior executives 
within the business. The Remuneration Committee has 
responsibility for supervising the scheme and making awards 
under its terms. The maximum value of shares that would be 
awarded in the ﬁrst year is 200% of basic salary and in any 
subsequent year is 100% of basic salary. The current policy 
is to review the ﬁnal audited results of the Company prior to 
agreeing if awards are to be made.
The qualifying conditions with respect to performance are 
as follows:
EPS part 
of award 
(70%)
Share 
price part 
of award 
(30%)
Percentage of 
the relevant 
part of the 
award released 
for each level of 
performance
Performance 
level
Annual
growth in
earnings per
share over
the holding
period
Absolute
share price
growth over
the holding
period
Threshold * RPI + 10% 10% 20% *
Maximum RPI + 30% 15% 100% *
* Straight line release between points.
Performance below the threshold would result in no release 
of the award.
The ﬁrst awards were made under the LTIP during 2011 
and represented 100% of basic salary. These options are 
exercisable after 31 March 2015.
No awards were made under the LTIP during 2012. 38
Empresaria Group plc 
Annual report and accounts 2012
Directors’ remuneration report
continued
Shareholding guidelines
There are no requirements for Executive Directors or senior executives to hold shares in the Company. The details of shares 
held by Directors can be found in the Directors’ report on page 27.
Chairman and Non-Executive Directors
Non-Executive Directors, including the Chairman, serve under letters of appointment and either party can terminate on three 
month’s written notice. Their remuneration is determined by the Board within the limits set by the Articles of Association and 
is based on information on fees paid in similar companies and the skills and expected time commitment of the individual 
concerned. The fees are reviewed each year as part of the annual budgeting process. The fees for the Non-Executive 
Directors for the ﬁnancial years beginning on 1 January are as follows:
Name
2013 
£000
2012 
£000
2011 
£000
Anthony Martin 56 55 47
Penny Freer 36 35 28
Zach Miles 36 35 28
Neither the Chairman nor the Non-Executive Directors have any right to compensation on the early termination of 
their appointment.
Neither the Chairman nor the Non-Executive Directors participate in the Group’s LTIP. Nor do they receive other beneﬁts. 
Audited information
Aggregate Directors’ remuneration
The total amounts for Directors’ remuneration were as follows:
2012 
£000
2011 
£000
Salaries, fees, bonuses and beneﬁts-in-kind 532 451
Termination payments – 118
Money purchase pension contributions 49 32
581 601
Name of Director
Salary
 and fees
£000
Beneﬁts 
in kind ** 
£000
Annual 
bonuses
 £000
2012 
Total 
£000
2011 
Total 
£000
Executive
Joost Kreulen 200 – – 200 –
Spencer Wreford 140 7 – 147 132
Non-Executive
Anthony Martin 55 – – 55 47
Penny Freer 35 – – 35 28
Zach Miles 35 – – 35 28
Miles Hunt * 55 5 – 60 334
532 569
* Miles Hunt was Chief Executive Ofﬁcer during 2011 and a Non-Executive Director until 31 March 2012.
** Beneﬁts in kind include car allowance and private medical insurance. Governance
Empresaria Group plc 
Annual report and accounts 2012
39
Long-term incentive plan (LTIP)
During the year, there were no awards of share options in the Company, pursuant to the Company’s LTIP.
Details of the options for Directors who served during the year are as follows:
Name of Director Scheme 1 January 2012 Granted Vested 31 December 2012
Joost Kreulen LTIP 720,000 – – 720,000
Spencer Wreford LTIP 500,000 – – 500,000
Directors’ pension entitlements
The Executive Directors are paid a percentage of their basic salary as a contribution to their private pension schemes. 
Contributions paid by the Company in respect of such Directors were as follows:
2012
£000
2011
£000
Joost Kreulen 30 –
Spencer Wreford 14 12
Miles Hunt (until 31 March 2012) 5 20
49 32
This report was approved by the Board of Directors on 19 March 2013 and signed on its behalf by:
Penny Freer
Chairman, Remuneration Committee
19 March 2013 40
Empresaria Group plc 
Annual report and accounts 2012
Independent auditor’s report 
to the members of Empresaria Group plc
We have audited the Group ﬁnancial statements of Empresaria 
Group plc for the year ended 31 December 2012 which 
comprise the Consolidated income statement, the 
Consolidated statement of comprehensive income, the 
Consolidated balance sheet, the Consolidated cash ﬂow 
statement, the Consolidated statement of changes in 
equity and the related notes 1 to 30. The ﬁnancial reporting 
framework that has been applied in their preparation 
is applicable law and International Financial Reporting 
Standards (IFRSs) as adopted by the European Union.
This report is made solely to the 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 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 Company and the Company’s members as a body, for our 
audit work, for this report, or for the opinions we have formed.
Respective responsibilities of directors and auditor
As explained more fully in the Directors’ responsibilities 
statement, the Directors are responsible for the preparation 
of the Group ﬁnancial statements and for being satisﬁed that 
they give a true and fair view. Our responsibility is to audit 
and express an opinion on the Group ﬁnancial statements in 
accordance with applicable law and International Standards 
on Auditing (UK and Ireland). Those standards require us to 
comply with the Auditing Practices Board’s Ethical Standards 
for Auditors.
Scope of the audit of the ﬁnancial statements
An audit involves obtaining evidence about the amounts 
and disclosures in the ﬁnancial statements sufﬁcient to give 
reasonable assurance that the ﬁnancial statements are free 
from material misstatement, whether caused by fraud or error. 
This includes an assessment of: whether the accounting 
policies are appropriate to the Group’s circumstances and 
have been consistently applied and adequately disclosed; 
the reasonableness of signiﬁcant accounting estimates made 
by the Directors; and the overall presentation of the ﬁnancial 
statements. In addition, we read all the ﬁnancial and non-
ﬁnancial information in the annual report to identify material 
inconsistencies with the audited ﬁnancial statements. If we 
become aware of any apparent material misstatements or 
inconsistencies we consider the implications for our report.
Opinion on ﬁnancial statements
In our opinion the Group ﬁnancial statements:
• give a true and fair view of the state of the Group’s 
affairs as at 31 December 2012 and of its proﬁt for
the year then ended;
• have been properly prepared in accordance with IFRSs 
as adopted by the European Union; and
• have been prepared in accordance with the requirements 
of the Companies Act 2006.
Separate opinion in relation to IFRSs as issued by the IASB
As explained in note 1 to the Group ﬁnancial statements, 
the Group in addition to complying with its legal obligation 
to apply IFRSs as adopted by the European Union, has also 
applied IFRSs as issued by the International Accounting 
Standards Board (IASB).
In our opinion the Group ﬁnancial statements comply with 
IFRSs as issued by the IASB.
Opinion on other matter prescribed by the 
Companies Act 2006
In our opinion the information given in the Directors’ report for 
the ﬁnancial year for which the Group ﬁnancial statements are 
prepared is consistent with the Group ﬁnancial statements.
Matters on which we are required to report by exception
We have nothing to report in respect of the following matters 
where the Companies Act 2006 requires us to report to you if, 
in our opinion:
• 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.
Other matters
We have reported separately on the parent Company 
ﬁnancial statements of Empresaria Group plc for the year 
ended 31 December 2012 and on the information in the 
Directors’ remuneration report that is described as having 
been audited.
Ian Smith (Senior statutory auditor) 
for and on behalf of Deloitte LLP
Chartered Accountants and Statutory Auditor
Crawley, United Kingdom
19 March 2013 Financial statements
Empresaria Group plc 
Annual report and accounts 2012
41
Consolidated income statement
Note
2012 
£m
2011 
£m
Continuing operations
Revenue 4 194.3 208.9 
Cost of sales (150.4) (162.0)
Gross proﬁt 4 43.9 46.9 
Administrative costs (38.5) (41.6)
Operating proﬁt before exceptional items and intangible amortisation 5.4 5.3 
Exceptional items 5 (0.7) (2.2)
Intangible amortisation (0.3) (0.3)
Operating proﬁt 4, 7 4.4 2.8 
Finance income 9 0.1 0.6 
Finance costs 9 (0.9) (1.5)
Proﬁt before tax 3.6 1.9 
Income tax 10 (1.7) (1.1)
Proﬁt for the period from continuing operations 1.9 0.8 
Discontinued operations
Loss for the period from discontinued operations 6 – (0.4)
Proﬁt for the year 1.9 0.4 
Attributable to: 
Equity holders of the parent 1.4 (0.1)
Non-controlling interest 0.5 0.5 
1.9 0.4 
Earnings/(loss) per share:
From continuing operations
Basic and diluted (pence) 12 3.0 0.6 
Adjusted (pence) 12 5.0 4.1 
From continuing and discontinued operations
Basic and diluted (pence) 12 3.0 (0.4)
Adjusted (pence) 12 5.0 4.0  42
Empresaria Group plc 
Annual report and accounts 2012
Consolidated statement of comprehensive income
2012 
£m
2011 
£m
Exchange differences on translation of foreign operations (1.0) (1.0)
Net expense recognised directly in equity (1.0) (1.0)
Proﬁt for the year 1.9 0.4
Total comprehensive income/(expense) for the year 0.9 (0.6)
Attributable to:
Equity holders of the parent 0.4 (0.9)
Non-controlling interest 0.5 0.3
0.9 (0.6) Financial statements
Empresaria Group plc 
Annual report and accounts 2012
43
Consolidated balance sheet
Note
2012 
£m
2011 
£m 
Restated
2010 
£m 
Restated
ASSETS
Non-current assets
Property, plant and equipment 13 1.3 1.7 1.9 
Goodwill 14 24.8 25.1 26.4 
Other intangible assets 15 1.8 2.2 2.5 
Deferred tax assets 20 1.2 1.5 1.0 
Call option asset – 0.3 0.9 
29.1 30.8 32.7 
Current assets
Trade and other receivables 17 27.4 30.3 31.0 
Cash and cash equivalents 19 6.2 6.0 7.1 
33.6 36.3 38.1 
Total assets 62.7 67.1 70.8 
LIABILITIES
Current liabilities
Trade and other payables 18 21.8 25.1 25.6 
Current tax liabilities 1.7 2.0 1.8 
Borrowings 19 6.4 3.0 12.7 
Put option liability – –1.0 
29.9 30.1 41.1 
Non-current liabilities
Borrowings 19 7.9 8.6 0.5 
Deferred tax liabilities 20 0.9 0.8 0.6 
Total non-current liabilities 8.8 9.4 1.1 
Total liabilities 38.7 39.5 42.2 
Net assets 24.0 27.6 28.6 
EQUITY
Share capital 21 2.2 2.2 2.2 
Share premium account 19.4 19.4 19.4 
Merger reserve 1.5 1.5 1.5 
Retranslation reserve 3.3 4.0 4.1 
Option reserve – 0.8 (0.6)
Equity reserve (6.1) (2.4) (1.9)
Other reserves (1.3) (1.1) (0.6)
Retained earnings 1.6 (0.3) 0.9 
Equity attributable to owners of the Company 20.6 24.1 25.0 
Non-controlling interest 3.4 3.5 3.6 
Total equity 24.0 27.6 28.6
Details of the restatement can be seen in note 30.
These ﬁnancial statements of Empresaria Group plc were approved by the Board of Directors and authorised for issue on 
19 March 2013.
Signed on behalf of the Board of Directors
Joost Kreulen   Spencer Wreford
Director     Director 44
Empresaria Group plc 
Annual report and accounts 2012
Consolidated statement of changes in equity
Share 
capital
£m
Share 
premium 
account
£m
Merger 
reserve
£m
Retranslation 
reserve
£m
Option 
reserve
£m
Equity 
reserve
£m
Other 
reserves
£m
Retained 
earnings 
(Note 30)
£m
Restated
Non-
controlling 
interest
£m
Total 
equity
£m
Balance at 
31 December 2009 2.2 19.4 1.5 3.9 (0.6) – (0.7) (2.1) 2.7 26.3 
Proﬁt for the year – – – – – – – 3.1 1.5 4.6 
Dividend – – – – – – – (0.2) – (0.2)
Currency translation 
differences – – – 0.2 – – 0.1 – 0.3 0.6 
Disposal of subsidiary – – – – – – – – 0.1 0.1
Non-controlling interest 
acquired during the year –– – – – (1.9) – – (0.1) (2.0)
Dividend paid to 
non-controlling interest –– – – – – – – (0.9) (0.9)
Balance at 
31 December 2010 2.2  19.4  1.5  4.1 (0.6) (1.9) (0.6) 0.9  3.6  28.6 
(Loss)/proﬁt for the year – – – – – – – (0.1) 0.5 0.4
Dividend – – – – – – – (0.2) – (0.2)
Currency translation 
differences –– – (0.8) – – – – (0.2) (1.0)
Disposal of subsidiary – – – 0.7 – – (0.5) – 0.1 0.3 
Non-controlling interest 
acquired during the year – – – – – (0.5) – – (0.4) (0.9)
Movement in put options – – – – 1.4 – – (0.9) – 0.5 
Dividend paid to 
non-controlling interest –– – – – – – – (0.1) (0.1)
Balance at 
31 December 2011 2.2 19.4 1.5 4.0 0.8 (2.4) (1.1) (0.3) 3.5 27.6
Proﬁt for the year – – – – – – – 1.4 0.5 1.9
Dividend – – – – – – – (0.2) – (0.2)
Currency translation 
differences –– – (0.7) – – (0.3) – – (1.0)
Share based payment – – – – – – 0.1 – – 0.1
Non-controlling interest 
acquired during the year – – – – – (3.7) – – (0.2) (3.9)
Movement in put options –– – – (0.8) – – 0.7 – (0.1)
Dividend paid to 
non-controlling interest –– – – – – – – (0.4) (0.4)
Balance at 
31 December 2012 2.2 19.4 1.5 3.3 – (6.1) (1.3) 1.6 3.4 24.0
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.
• “Retranslation reserve” represents the exchange differences arising from the translation of the ﬁnancial statements of 
foreign subsidiaries. 
• “Option reserve” relates to the initial recorded value of the liability relating to the put options held by non-controlling 
interests over the shares in the subsidiary companies net of the initial recorded value of the call options held by the Group 
over shares held by non-controlling interests.
• “Equity reserve” represents movement in equity due to acquisition of non-controlling interests under IFRS 3 (2008).
• “Other reserves” mainly represents exchange differences on intercompany long-term receivables which are treated 
as a net investment in foreign operations and the share based payment reserve of £0.1m.
• “Retained earnings” represents accumulated proﬁts less distributions and income/expense recognised in equity 
from incorporation. Financial statements
Empresaria Group plc 
Annual report and accounts 2012
45
Consolidated cash ﬂow statement
Note
2012 
£m
2011 
£m
Proﬁt for the year 1.9 0.4 
Adjustments for:
Depreciation 0.9 0.8 
Intangible amortisation 0.3 0.3 
Taxation expense recognised in income statement 1.7 1.1 
Exceptional items 0.7 2.2 
Loss on business disposal – 0.4 
Cash paid for exceptional items (1.0) –
Share based payments 0.1 –
Net ﬁnance charge 0.8 0.8 
5.4 6.0 
(Decrease)/increase in invoice discounting (2.9) 1.4 
Decrease/(increase) in trade receivables 6.0 (1.9)
Decrease in trade payables (3.3) (1.6)
Cash generated from operations 5.2 3.9 
Interest paid (0.9) (0.9)
Income taxes paid (1.6) (1.8)
Net cash from operating activities 2.7 1.2 
Cash ﬂows from investing activities
Business disposals 0.2 1.0 
Purchase of property, plant and equipment and intangibles (0.5) (0.7)
Finance income 0.1 0.1 
Net cash used in investing activities (0.2) 0.4 
Cash ﬂows from ﬁnancing activities
Further shares acquired in existing subsidiaries (3.2) (1.3)
Increase/(decrease) in borrowings 1.9 (2.4)
Proceeds from bank loan 1.5 2.4 
Repayment of bank and other loan (1.6) (1.0)
Dividends paid to shareholders (0.2) (0.2)
Dividends paid to non-controlling interest in subsidiaries (0.4) (0.1)
Net cash from ﬁnancing activities (2.0) (2.6)
Net increase/(decrease) in cash and cash equivalents 0.5 (1.0)
Effect of foreign exchange rate changes and disposal (0.3) (0.1)
Cash and cash equivalents at beginning of the year 6.0 7.1 
Cash and cash equivalents at end of the year 19 6.2 6.0 46
Empresaria Group plc 
Annual report and accounts 2012
Notes to the consolidated ﬁnancial statements
1 Basis of preparation and general information
Empresaria Group plc 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 
twelve months ended 31 December 2012. The ﬁnancial 
statements have been prepared in accordance with IFRS 
as adopted by the European Union (EU) and therefore the 
Group ﬁnancial statements comply with AIM Rules. 
The ﬁnancial statements have been prepared under the 
historical cost convention except that they have been 
modiﬁed to include the revaluation of certain ﬁnancial 
assets and liabilities. The measurement bases and principal 
accounting policies of the Group are set out below.
These consolidated ﬁnancial statements are presented 
in Pounds Sterling (£) because that is the presentational 
currency of the Group. Foreign operations are included in 
accordance with the policies set out in note 2.
Adoption of new and revised standards
In the current year, the following new or revised 
Standards and Interpretations have been adopted. 
• Annual improvements to IFRSs 2011
No amendments to these ﬁnancial statements have 
been made as a result of adopting these new and
revised Standards and Interpretations.
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 IFRS 7: Financial 
instruments disclosures
• IFRS 9: Financial instruments – Classiﬁcation 
and Measurement
• IFRS 10: Consolidated Financial Statement
• IFRS 11: Joint arrangements
• IFRS 12: Disclosure of interest in other entities
• IFRS 13: Fair value measurement
• IAS 19 (revised): Employee Beneﬁts
• IAS 27 (revised): Separate ﬁnancial statements 
• IAS 28 (revised): Investments in associates and 
joint ventures 
• IAS 32 (amended): Offsetting Financial Assets 
and Financial Liabilities
The Directors do not anticipate that the adoption of these 
Standards and Interpretations in future periods will have a 
material impact on the ﬁnancial statements of the Group, 
except for disclosure.
Going concern 
The Group’s activities are funded by a combination of 
long-term equity capital, term loans, a revolving credit 
facility, short-term invoice discounting and bank overdraft 
facilities. The day-to-day operations are funded by cash 
generated from trading and from invoice discounting 
facilities. The Board has reviewed the Group’s proﬁt and 
cash ﬂow projections, and applied sensitivities to the 
underlying assumptions.
These projections demonstrate that the Group will meet 
its obligations as they fall due with the use of existing 
facilities. The Group’s revolving credit facility was renewed 
in March 2011 for a period of 5 years. The Group’s 
overdraft facilities are due for renewal in February 2014 
and, based on informal discussions the Board has had 
with its lenders, we have no reason to believe that these 
facilities will not continue to be available to the Group 
for the foreseeable future. The ﬁnancial statements do 
not reﬂect the adjustments that would be necessary 
were the trading performance of the Group to deteriorate 
signiﬁcantly or if the funding available from invoice 
discounting or overdrafts were to become unavailable. 
Thus the Group continues to prepare the ﬁnancial 
statements on a going concern basis.
2 Summary of signiﬁcant accounting policies 
Basis of consolidation 
The Group ﬁnancial statements consolidate those of the 
Company and all of its subsidiary undertakings as at 
31 December 2012. Subsidiaries are entities over which 
the Group has the power to control the ﬁnancial and 
operating policies so as to obtain beneﬁts from their 
activities. The Group obtains and exercises control 
through voting rights.
Intra-group 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.
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. Total comprehensive income is attributed 
to non-controlling interests even if this results in the non-
controlling interest having a deﬁcit balance.
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. Financial statements
Empresaria Group plc 
Annual report and accounts 2012
47
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, liability 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. All other 
subsequent changes in the fair value of contingent 
consideration classiﬁed as an asset or liability are 
recognised in the income statement as per IFRS3 (2008). 
Changes in the fair value of contingent consideration 
classiﬁed as equity are not recognised.
When a business combination is achieved in stages, the 
Group’s previously-held interests in the acquired entity 
are remeasured to fair value at the acquisition date (ie the 
date the Group attains control) and the resulting gain or 
loss, if any, is recognised in proﬁt or loss. Amounts arising 
from interests in the acquiree prior to the acquisition 
date that have previously been recognised in other 
comprehensive income are reclassiﬁed to proﬁt or loss, 
where such treatment would be appropriate if that interest 
was disposed of. Once control has been achieved and 
acquisition accounting applied any subsequent transactions 
in subsidiary equity interest, which do not result in loss of 
control, between the Group and non-controlling interest are 
accounted for as equity transactions. 
The acquiree’s identiﬁable assets, liabilities and 
contingent liabilities that meet the conditions for 
recognition under IFRS 3 (2008) 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. Liabilities or equity 
instruments related to the replacement by the Group of 
an acquiree’s share based payment awards are measured 
in accordance with IFRS 2 Share based Payment. Assets 
(or disposal groups) that are classiﬁed as held for sale 
in accordance with IFRS 5 Non-Current Assets Held for 
Sales and Discontinued Operations are measured in 
accordance with that standard.
If the initial accounting for a business combination is 
incomplete by the end of the reporting period in which 
the combination occurs, the Group reports provisional 
amounts for items for which the accounting is incomplete, 
which are adjusted during the measurement period, or 
additional assets or liabilities are recognised, to reﬂect 
the new information obtained. 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.
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. If, after measurement, the Group’s interest 
in the net fair value of the identiﬁable assets, liabilities 
and contingent liabilities exceeds the cost of the business 
combination, the excess is recognised immediately in 
the income statement. 
Goodwill is not amortised but is tested at least annually 
for impairment. Goodwill is allocated to each of the 
Group’s cash-generating units. If the recoverable amount 
of the cash-generating unit is less than the carrying 
amount of the unit, the impairment loss is ﬁrst allocated 
against goodwill and then to the other assets of the 
unit on a pro-rata basis. Goodwill is carried at cost less 
accumulated impairment losses.
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. The 
asset is deemed to be identiﬁable when it is separable or 
when it arises from contractual or other legal rights.
Amortisation of intangible assets
Amortisation is charged to the income statement 
and calculated using the straight-line method over its 
estimated useful life as follows: 
Customer relations up to ﬁfteen years
Trademarks up to ﬁfteen years
Software up to three years  48
Empresaria Group plc 
Annual report and accounts 2012
Notes to the consolidated ﬁnancial statements
continued
2 Summary of signiﬁcant accounting policies continued
Impairment of assets 
The carrying amounts of the Group’s tangible and 
intangible assets are reviewed against their recoverable 
amount for any indication of impairment at each balance 
sheet date or whenever there is an indication that the 
asset may be impaired. An impairment loss is recognised 
whenever the carrying amount of an asset or its cash-
generating unit exceeds its recoverable amount. 
The recoverable amount is the greater of fair value less 
costs to sell and value in use. In assessing value in use, 
the estimated future cash ﬂows are discounted to their 
present value using a pre-tax discount rate that reﬂects 
current market assessments of the time value of money 
and the risks speciﬁc to the asset. For an asset that 
does not generate largely independent cash inﬂows, 
the recoverable amount is determined for the cash-
generating unit to which the asset belongs. Impairment 
losses are recognised in the income statement. 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.
Impairment losses recognised in respect of cash-
generating units are allocated ﬁrst to reduce the carrying 
amount of any goodwill allocated to cash generating 
units and then to reduce the carrying amount of the other 
assets in the unit on a pro rata basis. A cash-generating 
unit is the smallest identiﬁable group of assets that 
generates cash inﬂows that are largely independent of 
the cash inﬂows from other assets or groups of assets.
Property, plant and equipment 
Property, plant and equipment is stated at historical cost, 
net of depreciation and any provisions for impairment. 
Depreciation is calculated using the straight-line method 
to allocate the depreciable value of property, plant and 
equipment to the income statement over their useful 
economic lives as follows: 
Leasehold property over the term of the 
lease up to a maximum 
of 10 years
Fixtures, ﬁttings and equipment up to three years
Motor vehicles up to ﬁve years
Gains and losses on disposals are determined by 
comparing proceeds with carrying amounts. These 
are included in the income statement.
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 – short-term borrowings. 
Financial assets 
Financial assets are recognised in the Group’s balance 
sheet and, other than hedging instruments, can be divided 
into the following categories:
• loans and receivables
• ﬁnancial assets at fair value through proﬁt and loss
• available-for-sale ﬁnancial assets
Financial assets are assigned to the different categories 
on initial recognition, depending on the characteristics of 
the instrument and its purpose. A ﬁnancial instrument’s 
category is relevant for the way it is measured and 
whether resulting income and expenses are recognised 
in proﬁt or loss or charged directly against equity. 
Generally, the Group recognises all ﬁnancial assets using 
settlement day accounting. An assessment of whether 
a ﬁnancial asset is impaired is made at least at each 
reporting date. For receivables, this is based on the latest 
credit information available, (ie. recent third-party defaults 
and external credit ratings). Financial assets that are 
substantially past due are also considered for impairment. 
All income and expense relating to ﬁnancial assets are 
recognised in the income statement line item Finance 
costs or Finance income, respectively.
Loans and receivables are non-derivative ﬁnancial assets 
with ﬁxed or determinable payments that are not quoted 
in an active market. They are measured at amortised 
cost using the effective interest method, less provision 
for impairment. Any change in their value is recognised in 
proﬁt or loss. The Group’s trade and other receivables fall 
into this category of ﬁnancial instruments.
Individual receivables are considered for impairment 
when they are past due at the balance sheet date or 
when objective evidence is received that a speciﬁc third 
party will default. All other receivables are reviewed for 
impairment in groups, which are determined by reference 
to the industry and region of a third party. The percentage 
of the write-down is then based on recent historical third-
party default rates for each identiﬁed group.
Financial assets at fair value through proﬁt or loss 
include ﬁnancial assets that are either classiﬁed as 
held for trading or are designated to be carried at fair 
value through proﬁt or loss upon initial recognition. By 
deﬁnition, all derivative ﬁnancial instruments that do 
not qualify for hedge accounting fall into this category. 
Empresaria’s management, however, does not consider 
any other ﬁnancial asset for designation into this category. 
Trade receivables are reported net of non-recourse 
invoice ﬁnancing liabilities.
Any gain or loss arising from derivative ﬁnancial instruments 
is based on changes in fair value, which is determined by 
direct reference to active market transactions. Financial statements
Empresaria Group plc 
Annual report and accounts 2012
49
All other ﬁnancial assets within this category are 
measured at fair value, with changes in value recognised 
in equity. Gains and losses arising from ﬁnancial 
instruments classiﬁed as available-for-sale are recognised 
in the income statement when they are sold or when the 
investment is impaired. In the case of impairment, any 
loss previously recognised in equity is transferred to the 
income statement. Losses recognised in the income 
statement on equity instruments are not reversed through 
the income statement. Losses recognised in prior period 
consolidated income statements resulting from the 
impairment of loans and receivables are reversed through 
the income statement.
The Group could be a party to put and call options over 
non-controlling interests in some of its subsidiaries. The 
initial fair value of these commitments is recognised as 
an asset or liability with a corresponding movement in 
reserves. Subsequent changes in the value are reﬂected 
in the consolidated income statement.
Financial liabilities and equity instruments 
Financial liabilities and equity instruments are classiﬁed 
according to the substance of the contractual arrangements 
entered into. 
Financial liabilities 
The Group’s ﬁnancial liabilities include borrowings, trade 
and other payables (including ﬁnance lease liabilities). 
Borrowings are recognised initially at fair value, net of 
transaction costs incurred. Borrowings, trade and other 
payables are subsequently stated at amortised cost. 
Any difference between the proceeds (net of transaction 
costs) and the redemption value is recognised in the 
income statement over the period of the borrowings 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.
Provisions
Provisions are recognised when the Group has a present 
obligation as a result of a past event, it is probable that 
the Group will be required to settle that obligation and 
a reliable estimate can be made of the amount of the 
obligation. Provisions are measured at the directors’ 
best estimate of the expenditure required to settle the 
obligation at the balance sheet date, and are discounted 
to present value where the effect is material. 
Equity instruments 
An equity instrument is any contract that evidences a 
residual interest in the assets of the Group after deducting 
all of its liabilities.
Revenue and revenue recognition 
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 and other 
sales-related taxes.
Permanent placement revenue is recognised at the 
point when the candidate commences employment. 
Contract placement revenue is recognised on the basis 
of actual work performed in the relevant period based on 
timesheets submitted. 
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 certain key employees, which are measured at fair 
value (excluding the effect of non-market-based vesting 
conditions) at the date of grant. The fair value determined 
at the grant date of the equity-settled share based 
payments is 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.
Leases 
Leases that result in the Group 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 and depreciated 
over the shorter of its estimated useful life and the lease 
term. Future installments net of ﬁnance charges are 
included within borrowings. Minimum lease payments are 
apportioned between the ﬁnance charge element, which 
is allocated to each period to produce a constant periodic 
rate of interest on the remaining liability and charged to 
the income statement 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. 50
Empresaria Group plc 
Annual report and accounts 2012
Notes to the consolidated ﬁnancial statements
continued
2 Summary of signiﬁcant accounting policies continued
Current and deferred tax
The tax expense represents the sum of the tax currently 
payable and deferred tax.
Current tax is the tax currently payable based on taxable 
proﬁt for the year. Taxable proﬁt differs from net proﬁt as 
reported in the income statement because it excludes 
items of income or expense that are taxable or deductible 
in other years and it excludes items that are never taxable 
or deductible. The Group’s liability for current tax is 
calculated using tax rates that have been enacted or 
substantively enacted by the balance sheet date.
Deferred tax is the tax expected to be payable or 
recoverable on differences between the carrying amounts 
of assets and liabilities and their tax bases and is 
accounted for using the balance sheet liability method. 
Deferred tax liabilities are generally provided in full, with 
no discounting. Deferred tax assets are recognised to the 
extent that it is probable that the underlying deductible 
temporary differences will be able to be offset against 
future taxable income. However, deferred tax is not 
provided on the initial recognition of goodwill, nor on 
the initial recognition of an asset or liability, unless the 
related transaction is a business combination or affects 
tax or accounting proﬁt. The carrying amounts of deferred 
tax assets are reviewed at each balance sheet date and 
reduced to the extent that it is no longer probable that 
there will be sufﬁcient future taxable proﬁt to allow the 
asset to be recovered.
Deferred tax liabilities are recognised for taxable 
temporary differences arising on investments in 
subsidiaries, except where the Group is able to control the 
reversal of the temporary difference and it is probable that 
it will not reverse in the foreseeable future.
Deferred tax is calculated at tax rates that are expected 
to apply in the relevant period of realisation, provided 
they are enacted or substantively enacted at the balance 
sheet date.
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 of Empresaria Group plc’s subsidiaries are 
measured using the individual currency of the primary 
economic environment in which that subsidiary operates 
(its “functional currency”). The consolidated ﬁnancial 
statements of Empresaria Group plc are presented 
in Pounds Sterling which is Empresaria Group plc’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.
(iii) Group companies
The results and ﬁnancial position of Empresaria Group 
plc’s subsidiaries (none of which has the currency of 
a hyper-inﬂationary economy) that have a functional 
currency different from Empresaria Group plc’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.
On consolidation, exchange differences arising from the 
translation of the net investment in foreign entities are 
taken to shareholders’ equity. When a foreign operation 
is sold, such accumulated exchange differences are 
recognised in the income statement as part of the gain 
or loss on sale.
(iv) Derivative ﬁnancial instruments
The Group’s activities expose it primarily to the ﬁnancial 
risks of changes in foreign currency exchange rates and 
interest rates. The Group may use foreign exchange 
forward contracts to hedge the foreign currency 
exposures. The Group does not use ﬁnancial instruments 
for speculative purposes. Changes in the fair value of 
derivative ﬁnancial instruments are recognised in the 
income statement as they arise. Financial statements
Empresaria Group plc 
Annual report and accounts 2012
51
(v) Hedges of net investments in foreign operations
Any gain or loss on the hedging instrument relating to 
the effective portion of net investment hedge is 
recognised in equity in the foreign currency translation 
reserve. The gain or loss relating to the ineffective portion 
is recognised immediately in the proﬁt and loss. Gains 
and losses deferred in the foreign currency translation 
reserve are reclassiﬁed to proﬁt or loss on disposal of 
the foreign operation.
Goodwill and fair value adjustments arising on the 
acquisition of a foreign entity are treated as assets and 
liabilities of the foreign entity and translated at closing 
rate. The Group has elected to treat goodwill arising on 
acquisitions before the date of transition to IFRSs as 
Sterling-denominated assets and liabilities.
3 Critical accounting judgements and key sources 
of estimation uncertainty 
The preparation of consolidated ﬁnancial statements 
under IFRS requires the Group to make estimates and 
assumptions that affect the application of policies 
and reported amounts. Estimates and judgements 
are continually evaluated and are based on historical 
experience and other factors including expectations of 
future events that are believed to be reasonable under 
the circumstances. Actual results may differ from these 
estimates. The estimates and assumptions which have 
a risk of causing a material adjustment to the carrying 
amount of assets and liabilities are discussed below.
Impairment of goodwill 
The Group is required to test whether goodwill has 
suffered any impairment. The recoverable amount is 
determined based on the value-in-use calculations. The 
use of this method requires the estimation of future cash 
ﬂows and the choice of a suitable discount rate in order to 
calculate the present value of these cash ﬂows. Details of 
the impairment review calculation are set out in note 14. 
Intangible assets (including goodwill) 
The Group recognises intangible assets acquired as 
part of business combinations at fair value at the date 
of acquisition. The determination of these fair values 
is based upon management’s judgement and includes 
assumptions on the timing and amount of future 
incremental cash ﬂows generated by the assets and 
selection of an appropriate cost of capital. 
In addition, management must assess the value of any 
contingent consideration that is due to the seller following 
the completion of the initial purchase. The value of 
this consideration is frequently based on the ﬁnancial 
performance of the business post acquisition. 
Therefore management must assess the likely value of 
this performance and so give a value to the expected 
contingent consideration. Actual post-completion 
performance may vary from management’s estimate.
Furthermore, management must estimate the expected 
useful lives of intangible assets and charge amortisation 
on these assets accordingly.
The carrying amount at the balance sheet date of goodwill 
was £24.8m (2011: £25.1m), of other intangible assets 
was £1.8m (2011: £2.2m) and of deferred and contingent 
consideration was £0.8m (2011: £0.1m). The Group has 
recognised amortisation of intangible assets of £0.3m 
(2011: £0.3m). Further details of these balances are 
disclosed in notes 14 and 15. 
Provisions
A provision is recognised in the balance sheet when the 
Group has a present legal or constructive obligation as a 
result of a past event, and it is probable that an outﬂow of 
economic beneﬁts will be required to settle the obligation.
The Group has a provision for potential restrospective 
pay claims from temporary employees and social security 
contributions in Germany. The provision is £1.0m (2011: 
£1.7m) at year end. In making its judgement as to the 
estimate of the provision, management has taken into 
consideration ongoing discussions with the relevant tax 
authorities in Germany and also the number and quantum 
of claims received to date.
A restructuring provision of £0.4m is also held at year end. 
This includes an estimate of the costs for terminating staff 
contracts and the closure of branch ofﬁces that will be 
paid in 2013.
Recognition of deferred tax asset 
Empresaria’s management bases its assessment of 
the probability of future taxable income on the Group’s 
latest approved budget forecast, which is adjusted 
for signiﬁcant non-taxable income and expenses and 
speciﬁc limits on the use of any unused tax loss or credit. 
The speciﬁc tax rules in the jurisdictions Empresaria 
operates in are also carefully taken into consideration. 
If a positive forecast of taxable income indicates the 
probable use of a deferred tax asset, especially when 
it can be utilised without a time limit, that deferred tax 
asset is usually recognised in full. The recognition of 
deferred tax assets that are subject to certain legal or 
economic limits or uncertainties is assessed individually 
by Empresaria’s management based on the speciﬁc facts 
and circumstances. 52
Empresaria Group plc 
Annual report and accounts 2012
Notes to the consolidated ﬁnancial statements
continued
4 Segment analysis
The revenue and proﬁt before taxation are attributable to the Group’s one principal activity, the provision of stafﬁng and 
recruitment services, and is analysed by geographic segment as follows. The Group’s reportable segments are business 
units based in different geographic regions. Each unit is managed separately with local management responsible for 
determining local strategy.
Information reported to the Group’s Chief Executive Ofﬁcer for the purpose of resource allocation and assessment of segment 
performance is based on proﬁt or loss from operations before amortisation of intangible assets and exceptional items.
The analysis of the Group’s business by geographical origin is set out below:
Year ended 31 December 2012
UK
£m
Continental 
Europe
£m
Rest of 
the World
£m
Eliminations
£m
Total
£m
Revenue 66.5 83.2 44.6 – 194.3 
Gross proﬁt 16.0 15.7 12.2 – 43.9 
Adjusted operating proﬁt* 2.2 1.7 1.5 – 5.4 
Operating proﬁt 2.2 0.8 1.4 – 4.4 
* Adjusted operating proﬁt represents operating proﬁt before exceptional items and intangible amortisation.
Goodwill 7.7 13.5 3.6 – 24.8 
Segmental assets 42.5 20.4 17.2 (42.2) 37.9 
Segmental liabilities (43.3) (22.8) (9.4) 36.8 (38.7)
Net assets 6.9 11.1 11.4 (5.4) 24.0 
Capital expenditure incurred (including intangibles) 0.1 0.2 0.2 – 0.5 
Signiﬁcant non-cash expenses 
(depreciation, amortisation and impairment) 0.5 0.4 0.5 – 1.4
Year ended 31 December 2011
UK
£m
Continental 
Europe
£m
Rest of 
the World
£m
Eliminations
£m
Total
£m
Revenue 67.0 102.7 39.2 – 208.9 
Gross proﬁt 16.0 19.7 11.2 – 46.9 
Adjusted operating proﬁt* 2.0 2.2 1.1 – 5.3 
Operating proﬁt 2.0 0.1 0.7 – 2.8 
* Adjusted operating proﬁt represents operating proﬁt before exceptional items and intangible amortisation.
Goodwill 7.7 13.6 3.8 – 25.1 
Segmental assets 48.5 23.4 16.8 (46.7) 42.0 
Segmental liabilities (45.9) (25.3) (9.1) 40.8 (39.5)
Net assets 10.3 11.7 11.5 (5.9) 27.6 
Capital expenditure incurred (including intangibles) 0.3 0.2 0.2 – 0.7 
Signiﬁcant non-cash expenses 
(depreciation, amortisation and impairment) 0.5 0.6 0.4 – 1.5  Financial statements
Empresaria Group plc 
Annual report and accounts 2012
53
Year ended 31 December 2010
UK
£m
Continental 
Europe
£m
Rest of 
the World
£m
Eliminations
£m
Total
£m
Goodwill 8.1 14.0 4.3 – 26.4 
Segmental assets 45.4 23.1 16.3 (40.4) 44.4 
Segmental liabilities (44.4) (25.1) (8.5) 35.8 (42.2)
Net assets 9.1 12.0 12.1 (4.6) 28.6 
5 Exceptional items
Exceptional items are those which, in management’s judgement, need to be disclosed separately by virtue of their size or 
incidence in order for the reader to obtain a proper understanding of the ﬁnancial information.
Exceptional Charges
2012 
£m
2011 
£m
Continental Europe
Release/(charge) against potential retrospective pay 
claims and social security liability in Germany 0.4 (1.7)
Germany restructuring charges (1.1) –
Charge for social security in Finland – (0.3)
(0.7) (2.0)
Rest of the World
Provision for contract dispute in India – (0.2)
– (0.2)
Total (0.7) (2.2)
In Germany the provision for potential claims from temporary workers and social security has reduced from £1.7m to £1.0m 
with a release of £0.4m and £0.3m utilisation against claims received in the year.
In Germany restructuring costs of £1.1m have been incurred following the decision in the year to close or merge branch 
ofﬁces and terminate staff.
£m
Losses in respect of ofﬁce cost and assets 0.5
Staff termination costs 0.6
1.1 54
Empresaria Group plc 
Annual report and accounts 2012
Notes to the consolidated ﬁnancial statements
continued
6 Discontinued operations
2012 
£m
2011 
£m
Revenue – 6.1
Costs – (6.1)
Tax – –
Trading loss from discontinued operations – –
Loss on disposal – (0.4)
Net loss from discontinued operations – (0.4)
During 2011 two businesses were disposed of. Firstly a loss of £0.3m arose on the disposal of the Supply Chain business, 
being consideration of £0.3m less the carrying value of assets disposed of and the attributable goodwill. This includes 
deferred consideration receivable up to December 2014 equal to £0.1m at year end. During 2011 the Supply Chain 
contributed £145,000 to the Group’s net operating cash outﬂow, £8,000 outﬂow in respect of investing activities and 
£54,000 outﬂow in respect of ﬁnancing activities.
Secondly, a loss of £0.1m arose on the disposal of Advance Career Indonesia, being consideration of £1.0m less the 
carrying value of assets disposed of and the attributable goodwill. The consideration includes contingent consideration 
of £0.1m, received in February 2012. In the period to 31 December 2011, £0.9m consideration was received. During 2011 
Advance Career Indonesia contributed £155,000 to the Group’s net operating cash outﬂow, £6,000 outﬂow in respect of 
investing activities and £24,000 outﬂow in respect of ﬁnancing activities.
2012
 £m
2011 
£m
Property, plant and equipment – 0.1
Trade and other receivables – 0.7
Trade and other payables – (0.2)
Tax balances – 0.2 
Bank borrowings – (0.4)
0.4 
Non-controlling interest and retranslation reserve – 0.3 
Goodwill write off on disposal – 0.7 
Disposal costs – 0.3 
Net assets disposed of – 1.7 
Total consideration – 1.3 
Loss on disposal – (0.4) Financial statements
Empresaria Group plc 
Annual report and accounts 2012
55
7 Operating proﬁt 
Operating proﬁt is stated after charging:
2012
£m
2011
£m
Depreciation of property, plant and equipment 0.9 0.8 
Amortisation of intangible assets 0.3 0.3 
Operating lease charges:
– Land and buildings 1.5 1.6 
– Motor vehicles 0.6 1.0 
Net foreign exchange loss – 0.1 
Share based payments 0.1 –
Exceptional items 0.7 2.2 
Trade receivable impairments 0.3 0.4 
Auditor’s remuneration 0.1 0.1
The analysis of auditor’s remuneration is as follows:
2012
£m
2011
£m
Auditor’s remuneration:
– Fee payable to the Company’s auditor for the 
audit of the Company’s annual accounts 0.1 0.1 
Total auditor’s remuneration 0.1 0.1
Auditor’s remuneration includes fees payable of £36,123 (2011: £20,400) to the Company’s auditor for the audit of the 
Company’s subsidiaries pursuant to legislation. No other fees were payable to the auditor.
8 Directors and employees
2012
£m
2011
£m
Staff costs 
Wages and salaries 22.3 24.0 
Social security costs 2.8 3.0 
Pension costs 0.3 0.3 
25.4 27.3
Details of Directors’ remuneration are given on pages 36 to 39.
Number Number
Average monthly number of persons employed (including directors)
a) Sales, distribution and administration (continuing operations) 834 826
b) Sales, distribution and administration (continuing and discontinued operations) 834 848 56
Empresaria Group plc 
Annual report and accounts 2012
Notes to the consolidated ﬁnancial statements
continued
9 Finance income and cost
2012
£m
2011
£m
Finance income
Bank interest receivable 0.1 0.1 
Movement in put option liability – 0.5 
0.1 0.6 
Finance cost
On amounts payable to invoice discounters (0.2) (0.2)
Bank loans and overdrafts (0.7) (0.7)
Movement in call option assets – (0.6)
(0.9) (1.5)
Net ﬁnance cost (0.8) (0.9)
10 Taxation
(a) The tax charge for the year is based on the following:
2012
£m
2011
£m
Current taxation
Current tax (1.1) (1.5)
Adjustment to tax charge in respect of previous periods (0.2) (0.1)
(1.3) (1.6)
Deferred tax (0.4) 0.5 
Total income tax expense in the income statement (1.7) (1.1)
(b) Factors affecting the tax charge for the year
2012
£m
2011
£m
Proﬁt before taxation 3.6 1.9 
Proﬁt before tax at standard rate of corporation tax in the UK of 24.5% (2011: 26.5%) (0.9) (0.5)
Effects of:
Expenses not deductible for tax purposes (0.3) (0.3)
Losses not recognised tor tax purposes (0.1) (0.1)
Adjustment to tax charges in respect of previous periods (0.2) (0.1)
Overseas tax at different tax rates (0.2) (0.1)
Tax expense (1.7) (1.1)
The movement in deferred tax is explained in note 20. Financial statements
Empresaria Group plc 
Annual report and accounts 2012
57
11 Reconciliation of Adjusted proﬁt before tax to Proﬁt before tax
2012 
£m
2011 
£m
Proﬁt before tax 3.6 1.9 
Amortisation of intangibles 0.3 0.3 
Exceptional items 0.7 2.2 
Movement in put option liability – (0.5)
Movement in call option assets – 0.6 
Adjusted proﬁt before tax from continuing operations 4.6 4.5
12 Earnings per share
The calculation of the basic earnings per share is based on the earnings attributable to ordinary shareholders divided by the 
average number of shares in issue during the year. A reconciliation of the earnings and weighted average number of shares 
used in the calculations are set out below.
The calculation of the basic and diluted earnings per share is based on the following data:
a) From continuing and discontinued operations
2012 
£m
2011
£m
Earnings
Earnings/(loss) attributable to equity holders of the parent 1.4 (0.1)
Adjustments:
Exceptional items 0.7 2.2 
Loss on business disposal – 0.4 
Movement in put option liability – (0.5)
Movement in call option asset – 0.6 
Amortisation of intangible assets 0.3 0.3 
Tax on exceptional items and intangible amortisation (0.1) (0.6)
Non-controlling interest in intangible amortisation and exceptional items – (0.5)
Earnings for the purpose of adjusted earnings per share 2.3 1.8
Millions Millions
Number of shares
Weighted average number of shares – basic 44.6 44.6
Weighted average number of shares – diluted 44.9 44.6
Pence Pence
Earnings/(loss) per share
Basic 3.0 (0.4)
Adjusted earnings per share 5.0 4.0  58
Empresaria Group plc 
Annual report and accounts 2012
Notes to the consolidated ﬁnancial statements
continued
12 Earnings per share continued
b) From continuing operations
2012
 £m
2011 
£m
Earnings
Earnings/(loss) attributable to equity holders of the parent 1.4 (0.1)
Adjustments to exclude loss from discontinued operations – 0.4 
Earnings from continuing operations for the purpose of basic and diluted earnings per share 1.4 0.3 
Adjustments:
Exceptional items 0.7 2.2 
Movement in put option liability – (0.5)
Movement in call option asset – 0.6 
Amortisation of intangible assets 0.3 0.3 
Tax on exceptional items and intangible amortisation (0.1) (0.6)
Non-controlling interest in intangible amortisation and exceptional items – (0.5)
Earnings for the purpose of adjusted earnings per share 2.3 1.8
Millions Millions
Number of shares
Weighted average number of shares – basic 44.6 44.6
Weighted average number of shares – diluted 44.9 44.6
Pence Pence
Earnings per share 
Basic 3.0 0.6 
Adjusted earnings per share 5.0 4.1
c) Fully diluted earnings per share
There are 1.2m share options (2011: 1.2m shares options) in issue. The dilution effect of these options was insigniﬁcant for 
the year ended 31 December 2012 and for the year ended 31 December 2011. Financial statements
Empresaria Group plc 
Annual report and accounts 2012
59
13 Property, plant and equipment
Leasehold 
property 
£m
Fixtures, ﬁttings 
and equipment 
£m
Motor 
vehicles 
£m
Total 
£m
Cost
At 1 January 2011 0.2 7.2 0.2 7.6 
Exchange differences – (0.1) – (0.1)
Additions – 0.6 – 0.6 
Disposals – (0.5) – (0.5)
At 1 January 2012 0.2 7.2 0.2 7.6 
Exchange differences – (0.2) – (0.2)
Additions – 0.5 – 0.5 
Disposals – (0.6) – (0.6)
At 31 December 2012 0.2 6.9 0.2 7.3 
Accumulated depreciation
At 1 January 2011 0.1 5.5 0.1 5.7 
Exchange differences – (0.2) – (0.2)
Charge for the year – 0.8 – 0.8 
Disposals – (0.4) – (0.4)
At 1 January 2012 0.1 5.7 0.1 5.9 
Exchange differences – (0.2) – (0.2)
Charge for the year – 0.9 – 0.9 
Disposals – (0.6) – (0.6)
At 31 December 2012 0.1 5.8 0.1 6.0 
Net book value
At 31 December 2010 0.1 1.7 0.1 1.9 
At 31 December 2011 0.1 1.5 0.1 1.7 
At 31 December 2012 0.1 1.1 0.1 1.3
Fixtures, ﬁttings and equipment includes £0.1m (2011: £0.1m, 2010: £0.1m) of secured ﬁnance leases.  60
Empresaria Group plc 
Annual report and accounts 2012
Notes to the consolidated ﬁnancial statements
continued
14 Goodwill
2012
£m
2011
£m
2010
£m
At 1 January 25.1 26.4 26.5
Addition/(disposal) 0.2 (0.7) –
Foreign exchange (0.5) (0.6) (0.1)
At 31 December 24.8 25.1 26.4
Goodwill has been tested for impairment by comparing the carrying amount of each cash-generating unit (CGU) at lowest 
level of cashﬂow, including goodwill, with the recoverable amount of that income-generating unit.
The recoverable amount of each cash-generating unit is determined based on the higher of value in use calculations and its 
fair value less costs to sell. The value in use calculations are based on cash ﬂow projections derived from the Group budget 
for the year ended 31 December 2013 and growth forecasts extrapolated into perpetuity. The key assumptions for this 
calculation are in growth rates and discount rates. The growth rates applied are the average ﬁve year GDP growth forecast 
for the relevant country, which ranged from 1.1% to 8.5%. Any growth rate in excess of 5.0% was capped for the purpose of 
this calculation. A discount rate of 12.5% (2011: 7.2%) has been applied in discounting the projected cash ﬂows, being the 
estimated industry weighted average cost of capital. The Group’s weighted average cost of capital is approximately 6.5%, 
lower than the industry rate due to the Group’s higher gearing.
As part of the impairment review, management has considered the sensitivity of the recoverable amount for each unit to 
changes in the growth rate and discount rate. This sensitivity analysis showed that the long-term growth rate could reduce 
to nil without giving rise to an impairment of goodwill and that the discount rate could increase to 18% without giving rise 
to an impairment of goodwill. Given the restructuring of the German operations in the year, management have also run a 
sensitivity for Germany, using the 2012 adjusted proﬁt before tax with no future growth. No impairment was indicated. None 
of these changes in the key assumptions are reasonably expected to occur.
The carrying amount of goodwill has been allocated as follows:
2012
£m
2011
£m
2010
£m
Goodwill by region
UK 7.7 7.7 8.1
Continental Europe 13.5 13.6 14.0
Rest of the World 3.6 3.8 4.3
24.8 25.1 26.4 Financial statements
Empresaria Group plc 
Annual report and accounts 2012
61
15 Intangible assets
Customer 
relations 
£m
Trade 
marks 
£m
Software 
£m
Total 
£m
Carrying amount at 1 January 2011 2.8 0.6 0.2 3.6 
Additions – – 0.1 0.1 
Foreign exchange (0.1) – – (0.1)
Carrying amount at 1 January 2012 2.7 0.6 0.3 3.6 
Additions – – – –
Foreign exchange (0.1) – – (0.1)
Gross carrying amount at 31 December 2012 2.6 0.6 0.3 3.5 
Amortisation
Carrying amount at 1 January 2011 0.7 0.3 0.1 1.1 
Charge for year 0.1 0.1 0.1 0.3 
Carrying amount at 1 January 2012 0.8 0.4 0.2 1.4 
Charge for year 0.2 0.1 – 0.3 
Accumulated amortisation at 31 December 2012 1.0 0.5 0.2 1.7 
Net book value as at 31 December 2010 2.1 0.3 0.1 2.5
Net book value as at 31 December 2011 1.9 0.2 0.1 2.2
Net book value as at 31 December 2012 1.6 0.1 0.1 1.8
16 Subsidiaries
A list of the signiﬁcant investment in subsidiaries, including the name, country of incorporation and proportion of ownership 
interest is given in note 6 to the Company’s ﬁnancial statements. 62
Empresaria Group plc 
Annual report and accounts 2012
Notes to the consolidated ﬁnancial statements
continued
17 Trade and other receivables
2012
£m
2011
£m
2010
£m
Current
Trade receivables 23.5 25.9 26.9 
Less provision for impairment of trade receivables (0.2) (0.3) (0.2)
Net trade receivables 23.3 25.6 26.7 
Prepayments and accrued income 2.3 1.9 1.9 
Other receivables 1.8 2.8 2.4 
27.4 30.3 31.0
Trade receivables includes £1.1m (2011: £0.2m, 2010: £0.8m) on which security has been given as part of the invoice 
ﬁnance facility.
All amounts are due within one year. The carrying value of trade receivables is considered to be a reasonable approximation 
of fair value.
Further analysis on trade receivables is set out in note 22.       
18 Trade and other payables
2012
£m
2011
£m
Restated
2010
£m
Restated
Current
Trade payables 1.1 1.4 2.2 
Other tax and social security 5.9 6.2 6.5 
Other payables 3.6 5.4 6.4 
Accruals 8.9 9.8 10.2 
Provision for exceptional items (note 5) 1.5 2.2 –
Deferred and contingent consideration 0.8 0.1 0.3 
21.8 25.1 25.6 
All amounts are payable within one year. The fair values of trade and other payables are not materially different from those 
disclosed above. Financial statements
Empresaria Group plc 
Annual report and accounts 2012
63
19 Financial liabilities
a) Borrowings
2012 
£m
2011 
£m
2010 
£m
Current
Bank overdrafts 3.2 1.3 3.8
Amounts related to invoice ﬁnancing 1.1 0.2 0.8
Current portion of bank loans 2.1 1.0 8.1
Other loan creditors – 0.5 – 
6.4 3.0 12.7
Non-current
Bank loans 7.9 8.6 0.5
7.9 8.6 0.5
Total ﬁnancial liabilities 14.3 11.6 13.2
The bank loans include a revolving credit facility which expires in 2016, a term loan of £2.2m which expires in 2016 and a 
term loan of £0.1m which expires in 2013. The bank loans are secured by a ﬁrst ﬁxed charge over all book and other debts 
given by the Company and certain subsidiaries. Interest rates vary over the term of the loan. In 2012, interest was payable 
at 2.375% over base rate on the term loans, and 2% over LIBOR on the revolving credit facilities.  
The interest rate on the UK bank overdrafts (balance at 31 December 2012: £1.2m) was ﬁxed during the year at rates of 
2.5% above LIBOR and 2.5% above base rate. Other overdrafts (balance at 31 December 2012: £2.0m) had interest rates 
of 4.5% and 7.8% during the year.
The amounts above for invoice ﬁnancing represent with-recourse facilities. The Group also has non-recourse invoice ﬁnancing 
which is offset against trade receivables. The total amount at 31 December was £6.4m (2011: £10.1m, 2010: £8.5m).
b) Movement in net borrowings
2012 
£m
2011 
£m
2010 
£m
As at 1 January (5.6) (6.1) (8.0)
Net increase/(decrease) in cash and cash equivalents 0.5 (1.1) 2.0 
(Increase)/decrease in loans (1.7) 1.0 (1.0)
(Increase)/decrease in invoice ﬁnancing (1.1) 0.2 0.5 
On disposal of business – 0.4 0.3 
Currency translation differences (0.2) –0.1 
As at 31 December (8.1) (5.6) (6.1)
c) Analysis of net borrowings
2012
£m
2011
£m
2010
£m
Financial liabilities – borrowings (14.3) (11.6) (13.2)
Cash and cash equivalents 6.2 6.0 7.1 
As at 31 December (8.1) (5.6) (6.1)
Cash and cash equivalents at 31 December 2012 include cash with banks of £0.3m (2011: £0.3m, 2010: £0.3m) held by 
a subsidiary in China which is subject to currency exchange restrictions. 64
Empresaria Group plc 
Annual report and accounts 2012
Notes to the consolidated ﬁnancial statements
continued
20 Deferred tax 
Tax 
losses
£000
Exceptionals
£000
Capital 
allowances
£000
Holiday 
pay
£000
Timing 
differences
£000
Intangible 
assets
£000
Total
2012
£000
2011
£000
2010
£000
1 January 666 531 39 107 (60) (623) 660 400 (13)
(Charge)/credit to income (116) (218) (57) 3 22 (31) (397) 481 376 
Disposal – – –– –– – (169) –
Foreign exchange difference (16) – 23 (7) 9 (26) (17) (52) 37 
31 December 534 313 5 103 (29) (680) 246 660 400 
Analysis of deferred tax
2012
£000
2011
£000
2010
£000
Deferred tax asset 1,152 1,470 1,011 
Deferred tax liability (906) (810) (611)
246 660 400
At the balance sheet date, the Group has unused tax losses of £3.7m (2011: £3.6m, 2010: £5.9m) available for offset against 
future taxable proﬁts. A deferred tax asset has been recognised in respect of £2.2m (2011: £2.3m, 2010: £2.9m) of such 
losses. No deferred tax asset has been recognised in respect of the remaining £1.5m (2011: £1.3m, 2010: £3.0m) as it is not 
considered probable that there will be future taxable proﬁts available. 
No deferred tax liability is recognised on temporary differences of £4.5m (2011: £3.4m, 2010: £2.4m) relating to the 
unremitted earnings of overseas subidiaries as the Group is able to control the timing of the reversal of these temporary 
differences and it is probable that they will not reverse in the foreseeable future.
21 Share capital
Number of 
shares
2012 
£m
Number of 
shares
2011 
£m
Number of 
shares
2010
 £m
Allotted and fully paid
Ordinary shares of 5p each 44,562,847 2.2 44,562,847 2.2 44,562,847 2.2 Financial statements
Empresaria Group plc 
Annual report and accounts 2012
65
22 Financial instruments
The principal ﬁnancial assets of the Group are cash and cash equivalents and trade and other receivables. The main 
purpose of these ﬁnancial instruments is to raise ﬁnance for the Group’s operations. The principal ﬁnancial liabilities are 
trade and other creditors that arise directly from operations, amounts owed to invoice discounters and bank loans.
Credit risk analysis
The carrying amount of ﬁnancial assets represents the maximum credit exposure. The maximum exposure to credit risk at 
the reporting date was:
Classes of ﬁnancial assets – carrying amounts
2012 
£m
2011 
£m
2010 
£m
Cash and cash equivalents 6.2 6.0 7.1
Trade and other receivables (loans and receivables) 27.4 30.3 31.0
The credit risk on liquid funds is limited because the third parties are banks with high credit ratings assigned by international 
credit-rating agencies.
The Group’s credit risk is primarily attributable to its trade receivables. The amounts presented in the balance sheet are net 
of allowances for doubtful receivables. An allowance for impairment is made where there is an identiﬁed loss event which, 
based on previous experience, is evidence of a likely reduction in the recoverability of the cash ﬂows. The Group has no 
signiﬁcant concentration of risk, with exposure spread over a large number of third parties and customers.
Debtors ageing and impairment losses    
The age of trade receivables net of impaired debts as of the reporting date is as follows:
2012
£m
2011
£m
2010
£m
0–30 days 12.5 15.1 17.0 
31–60 days 9.1 8.7 8.1 
61–90 days 0.9 0.8 1.1 
Over 90 days 0.8 1.0 0.5 
Total trade receivables (note 17) 23.3 25.6 26.7
Average debtor days during the year was 51 days (2011: 52 days, 2010: 52 days).
All of the Group’s trade receivables have been reviewed for indications of impairment. Certain trade receivables were found 
to be impaired and a provision of £0.2m (2011: £0.3m, 2010: £0.2m) has been recorded accordingly. 
Included in the Group’s trade receivable balance are debtors with a carrying amount of £1.7m (2011: £1.8m, 2010: £1.6m) 
which are past due at the reporting date for which the Group has not provided as there has not been a signiﬁcant change in 
credit quality and the amounts are still considered recoverable. The Group does not hold any collateral over these balances.
The Group has non-recourse invoice ﬁnancing which is offset against trade receivables. The total amount offset against 
trade receivables at 31 December 2012 was £6.4m (2011: £10.1m, 2010: £8.5m).
The movement in the allowance for impairment in respect of trade receivables during the year was as follows:
2012
£m
2011
£m
2010
£m
Balance at 1 January 0.3 0.2 0.7 
Impairment loss recognised 0.3 0.4 0.1 
Impairment loss utilised (0.4) (0.3) (0.6)
Balance at 31 December 0.2 0.3 0.2 66
Empresaria Group plc 
Annual report and accounts 2012
Notes to the consolidated ﬁnancial statements
continued
22 Financial instruments continued
Liquidity risk analysis
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 by undertaking cash ﬂow forecasting 
procedures. In order to ensure continuity of funding, the Group seeks to arrange funding ahead of business requirements 
and maintain sufﬁcient undrawn committed borrowing facilities.
As at 31 December 2012, Empresaria’s liabilities have contractual maturities which are summarised below:
Effective
interest
rate
Current
within 6 months
Current
6 to 12 months
Non-current
1 to 5 years
2012
£m
2011
£m
2010
£m
2012
£m
2011
£m
2010
£m
2012
£m
2011
£m
2010
£m
Long-term bank loans 2.9% 0.5 0.5 0.3 1.6 0.5 7.6 7.0 7.8 0.4
Other loan creditors – – 0.5 – – –– – ––
Trade and other payables – 21.8 25.1 25.6 – –– – ––
Other short-term ﬁnancial liabilities 4.3% 4.3 1.5 4.6 – –– – ––
Total 26.6 27.0 30.5 1.6 0.5 7.6 7.0 7.8 0.4
All ﬁnancial liabilities of the Group are classiﬁed as ﬁnancial liabilities measured at amortised cost.
The above contractual maturities reﬂect the gross cash ﬂows, which may differ to the carrying values of the liabilities at the 
balance sheet date.
All bank loans are on ﬂoating interest rates.
At the year end the Group had £4.8m (2011: £6.3m, 2010: £4.2m) of undrawn bank facilities, excluding invoice 
ﬁnancing facilities.
There was no loan repayment default during the year (2011: nil, 2010: nil). At the year end past due loans were nil (2011: nil, 
2010: nil).
Gearing ratio
2012
£m
2011
£m
Restated
2010
£m
Restated
Gross borrowings 14.3 11.6 13.2 
Less: Cash and cash equivalents (6.2) (6.0) (7.1)
Net debts 8.1 5.6 6.1 
Equity attributable to company shareholders 20.6 24.1 25.0 
Net debt to equity ratio 39.3% 23.2% 24.4% Financial statements
Empresaria Group plc 
Annual report and accounts 2012
67
Market risk analysis
The Group is exposed to market risk through its use of ﬁnancial instruments and speciﬁcally to currency risk, interest rate 
risk and certain other price risks.
Capital risk
The Group manages its capital to ensure that entities in the Group will be able to continue as going concerns whilst 
maximising the return to stakeholders through the optimisation of the debt and equity balance. The capital structure of the 
Group consists of net debt, which includes the borrowings and cash and cash equivalents disclosed in note 19 and equity 
attributable to equity holders of the parent, comprising issued capital, reserves and retained earnings as disclosed in note 
21 and in the Consolidated statement of changes in equity.
Foreign currency risk
Most of Empresaria Group plc’s transactions are carried out in pounds sterling. Most of the subsidiary companies 
transactions are carried out in the local currency of their respective countries. Exposures to currency exchange rates arising 
from the overseas sales and purchases are minimal.
To mitigate the Group’s exposure to foreign currency risk, non-UK pound cash ﬂows are monitored and if applicable, 
forward exchange contracts are entered into in accordance with the Group’s risk management policies. Generally, 
Empresaria’s risk management procedures distinguish short-term foreign currency cash ﬂows (due within 6 months) from 
longer-term cash ﬂows. 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. 
During the year ended 31 December 2012, no forward exchange contracts were entered into (2011: nil, 2010: nil).
The carrying amounts of the Group’s signiﬁcant foreign currency denominated monetary assets and monetary liabilities at 
the reporting date are as follows:
Assets Liabilities
2012 
£m
2011 
£m
2010 
£m
2012 
£m
2011
 £m
2010 
£m
Euro 25.0 18.6 19.8 22.6 15.9 17.2
Japanese Yen 3.1 3.0 2.8 2.5 2.2 2.1
Chilean Peso 4.6 3.9 4.0 1.7 1.9 2.1
Indonesian Rupiah 2.3 1.8 2.4 0.9 0.7 1.5
Sensitivity analysis
A 10% strengthening of pound sterling against the following currencies would have (decreased)/increased equity and the 
income statement by the amounts shown below. The analysis assumes that all other variables, in particular interest rates, 
remain constant.
2012 2011
 Euro
£m
 Japanese 
Yen
£m
 Chilean 
Peso
£m
Indonesian 
Rupiah
£m
 Euro
£m
Japanese 
Yen
£m
 Chilean 
Peso
£m
Indonesian 
Rupiah
£m
Net result for the year (0.2) – – (0.1) (0.1) – – –
Equity (1.7) (0.2) (0.3) (0.2) (1.7) (0.2) (0.3) (0.1)
2010
 Euro 
£m
Japanese 
Yen
 £m
 Chilean 
Peso 
£m
Indonesian 
Rupiah 
£m
Net result for the year (0.2) – – –
Equity (1.8) (0.2) (0.3) (0.1)
Exposures to foreign exchange rates vary during the year depending on the volume of overseas transactions. Nonetheless, 
the analysis above is considered to be representative of Empresaria’s exposure to currency risk. 68
Empresaria Group plc 
Annual report and accounts 2012
Notes to the consolidated ﬁnancial statements
continued
22 Financial instruments continued
Interest rate risk
The Group has interest bearing assets and liabilities. Interest bearing assets and liabilities include cash balances and overdrafts.
The Group manages its interest rate risk through a combination of cash pooling, shareholder funding and borrowing. 
Management monitors movements in interest rates to determine the most advantageous debt proﬁle for the Group. 
At 31 December 2012, Empresaria is exposed to changes in market interest rates through its bank borrowings, which 
are subject to variable interest rates. For further information see note 19. All other ﬁnancial assets and liabilities have 
ﬁxed rates.
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.
Interest rate
2012
£m
2011
£m
2010
£m
Net result for the year (0.2) (0.2) (0.2)
Equity (0.2) (0.2) (0.2)
Fair value
The carrying value of all ﬁnancial instruments equates to fair value.
The following table provides an analysis of ﬁnancial instruments that are measured subject to initial recognition at fair value, 
grouped into Level 1 and Level 2 based on the degree to which the fair value is observable:
Level 1: Fair value is measured from inputs of quoted prices in active markets for identical assets or liabilities.
Level 2: Fair value is measured from inputs other than quoted prices included within level 1 that are observable for the 
assets or liabilities, either directly or indirectly.
2012
£m
2011
£m
2010
£m
Call option assets (Level 1) – 0.3 0.9
Put option liability (Level 2) – –(1.0)
There were no transfers between Level 1 and 2 during the current or prior year.
There were no Level 3 ﬁnancial instruments during the current or prior year. Financial statements
Empresaria Group plc 
Annual report and accounts 2012
69
23 Financial commitments
Operating leases
Motor vehicles Land and buildings
2012 
£m
2011 
£m
2010 
£m
2012 
£m
2011 
£m
2010 
£m
Total minimum operating 
lease payments due:
Within one year 0.5 0.9 0.7 1.1 1.5 1.3
One to ﬁve years 0.6 0.4 1.0 1.4 1.7 1.3
After ﬁve years – –– 0.1 0.2 0.1
1.1 1.3 1.7 2.6 3.4 2.7
24 Dividends
2012
£000
2011
£000
Amount recognised as distribution to equity holders in the year:
Final dividend for the year ended 31 December 2011 of 0.35 pence 
(2010: 0.35 pence) per share 156 156
Proposed ﬁnal dividend for the year ended 31 December 2012 is 0.35 pence 
(2011: 0.35 pence) per share 156 156
The proposed dividend is subject to approval by shareholders at the Annual General Meeting and has not been included as 
a liability in these ﬁnancial statements. 
25 Contingent liabilities
Contingent consideration
Various contingent consideration payments have been deemed probable at 31 December 2012 totalling £0.8m (2011: 
£0.1m). As such, management has booked a liability for these liabilities. The fair value of contingent consideration is 
accrued once it is probable that all the conditions for payment will be met. 
Guarantees
Cross guarantees exist in respect of bank loans and overdrafts between all of the Group companies. Guarantees and 
contingencies exist in the ordinary course of business. 70
Empresaria Group plc 
Annual report and accounts 2012
Notes to the consolidated ﬁnancial statements
continued
26 Proﬁt of parent company
As permitted by Section 408 of the Companies Act 2006, retained earnings of the parent company are not presented as 
part of these ﬁnancial statements. The parent Company’s proﬁt after tax for the ﬁnancial year was £1.0m (2011: loss after 
tax of £0.7m). 
27 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 intra-group management charges and net 
interest charges to subsidiaries, which amounted to £1.8m (2011: £1.9m) and £0.4m (2011: £0.4m), respectively.
Remuneration of key management personnel
The remuneration of directors, who are the key management personnel of the Group, 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 
audited part of the Directors’ remuneration report on pages 38 to 39.
2012
£m
2011
£m
Short-term employee beneﬁts 0.6 0.6
There were share based payment costs of £55,000 in the year (2011: £15,000) and pension contributions of £49,000 
(2011: £32,000) but no other beneﬁts in the year.
Directors’ transactions
Dividends totalling £48,190 (2011: £46,274) were paid in the year in respect of ordinary shares held by the Company’s directors.
Empresaria Group plc transacted with 24/7 Translations Limited for the provision of translation services. Spencer Wreford, 
Group Finance Director, jointly owns this company with his wife. In total the services charged were for £2,300 (2011: £700). Financial statements
Empresaria Group plc 
Annual report and accounts 2012
71
28 Share based payments
The Company operates a share option scheme for directors and senior executives. No options were granted or exercised 
during the year. The options previously granted are summarised below. The options have a vesting period of approximately 
three years (up to 31 March 2015) and are forfeited if the employee leaves the Group before the options are exercised.
2012 2012
Number 
of share 
options
Weighted average
 exercise 
price (p)
Outstanding at beginning of year 1,220,000 –
Granted during the year ––
Outstanding at the end of the year 1,220,000 –
The options have a zero cost exercise price. The aggregate fair value of the options granted is £194,000. In 2012, a total 
expense of £55,000 (2011: £15,000) was recognised in the income statement. The fair value was estimated using a Black-
Scholes model for the EPS element and a Monte Carlo model for the total shareholder return element. Details of the 
performance conditions can be found in the Directors’ remuneration report on page 37.
The inputs into these models are as follows:
Share price at date of grant 25p
Weighted average exercise price Nil
Expected volatility 46.52%
Expected life 3.5 years
Risk-free rate 1.04%
Expected dividend yields 1.52%
The expected volatility is determined from the daily log normal distributions of the Company 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.
29 Events after the balance sheet date
On 28 January 2013, the Group announced the acquisition of 10% of the shares in Skill House Stafﬁng Solutions KK, a 
Japanese company specialising in placing IT professionals, for cash consideration of £0.45m. This takes the Group’s 
ownership to 100%. 72
Empresaria Group plc 
Annual report and accounts 2012
Notes to the consolidated ﬁnancial statements
continued
30 Prior year restatement
The Group is presenting restated prior year balance sheets. As part of our periodic balance sheet review the Group has 
identiﬁed some erroneous debit balances against certain accruals which have now been corrected. The amount of the 
restatement is £0.6m which is applied against the reserves for the year ended 31 December 2008. The restatement is 
between retained earnings and trade and other payables only. 
The impact of the restatement on prior year balance sheets is disclosed below:
Trade and 
other payables 
£m
Retained 
earnings 
£m
31 December 2009
As previously disclosed (22.3) 1.5
Adjustment (0.6) 0.6
Restated (22.9) 2.1
31 December 2010
As previously disclosed (25.0) (1.5)
Adjustment (0.6) 0.6
Restated (25.6) (0.9)
31 December 2011
As previously disclosed (24.5) (0.3)
Adjustment (0.6) 0.6
Restated (25.1) 0.3
There was no impact of the above changes on the consolidated income statement, the consolidated cash ﬂow statement 
and earnings per share. Financial statements
Empresaria Group plc 
Annual report and accounts 2012
73
We have audited the parent company ﬁnancial statements of 
Empresaria Group plc for the year ended 31 December 2012 
which comprise the Parent Company Balance Sheet, and 
the related notes 1 to 11. The ﬁnancial reporting framework 
that has been applied in their preparation is applicable law 
and United Kingdom Accounting Standards (United Kingdom 
Generally Accepted Accounting Practice).
This report is made solely to the 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 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 Company and the Company’s members as a body, for our 
audit work, for this report, or for the opinions we have formed.
Respective responsibilities of directors and auditor
As explained more fully in the Directors’ responsibilities 
statement, the Directors are responsible for the preparation 
of the parent company ﬁnancial statements and for being 
satisﬁed that they give a true and fair view. Our responsibility 
is to audit and express an opinion on the parent Company 
ﬁnancial statements in accordance with applicable law and 
International Standards on Auditing (UK and Ireland). Those 
standards require us to comply with the Auditing Practices 
Board’s Ethical Standards for Auditors.
Scope of the audit of the ﬁnancial statements
An audit involves obtaining evidence about the amounts 
and disclosures in the ﬁnancial statements sufﬁcient to 
give reasonable assurance that the ﬁnancial statements 
are free from material misstatement, whether caused by 
fraud or error. This includes an assessment of: whether the 
accounting policies are appropriate to the parent Company’s 
circumstances and have been consistently applied and 
adequately disclosed; the reasonableness of signiﬁcant 
accounting estimates made by the directors; and the overall 
presentation of the ﬁnancial statements. In addition, we read 
all the ﬁnancial and non-ﬁnancial information in the annual 
report to identify material inconsistencies with the audited 
ﬁnancial statements and to identify any information that 
is apparently materially incorrect based on, or materially 
inconsistent with, the knowledge acquired by us in the course 
of performing the audit. If we become aware of any apparent 
material misstatements or inconsistencies we consider the 
implications for our report.
Opinion on ﬁnancial statements
In our opinion the parent company ﬁnancial statements:
• give a true and fair view of the state of the Company’s 
affairs as at 31 December 2012 and of its proﬁt for the year;
• have been properly prepared in accordance with United 
Kingdom Generally Accepted Accounting Practice; and
• have been prepared in accordance with the requirements 
of the Companies Act 2006.
Opinion on other matter prescribed by the 
Companies Act 2006
In our opinion the information given in the Directors’ 
report for the ﬁnancial year for which the ﬁnancial 
statements are prepared is consistent with the parent 
Company ﬁnancial statements.
Matters on which we are required to report by exception
We have nothing to report in respect of the following matters 
where 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.
Other matter
We have reported separately on the group ﬁnancial 
statements of Empresaria Group plc for the year ended 
31 December 2012.
Ian Smith (Senior statutory auditor) 
for and on behalf of Deloitte LLP
Chartered Accountants and Statutory Auditor
Crawley, United Kingdom
19 March 2013
Independent auditor’s report 
to the members of Empresaria Group plc 74
Empresaria Group plc 
Annual report and accounts 2012
Parent Company balance sheet
Note
2012 
£m
2011 
£m
Non-current assets
Tangible assets 5 0.1 0.2 
Investments 6 32.6 28.6 
Call option asset – 0.3 
32.7 29.1 
Current assets
Debtors (including amounts falling due after 
more than one year of £6.9m (2011: £8.9m)) 7 12.2 17.8 
Cash at bank 9.5 2.3 
Creditors: amounts falling due within one year 8 (19.7) (19.3)
Net current assets 2.0 0.8 
Total assets less current liabilities 34.7 29.9 
Creditors: amounts falling due after more than one year 9 (9.4) (5.2)
Net assets 25.3 24.7 
Capital and reserves
Called up share capital 10,11 2.2 2.2 
Share premium account 10 19.4 19.4 
Other reserves 10 1.5 1.5 
Option reserves 10 – 0.8 
Equity reserve 10 (0.2) –
Proﬁt and loss account 10 2.4 0.8 
Shareholders’ funds 10 25.3 24.7 
These ﬁnancial statements of Empresaria Group plc (Company registration number 03743194) were approved by the Board of 
Directors and authorised for issue on 19 March 2013. 
Signed on behalf of the Board of Directors
Joost Kreulen   Spencer Wreford     
Director     Director       Financial statements
Empresaria Group plc 
Annual report and accounts 2012
75
Notes to the parent Company ﬁnancial statements
1 Basis of preparation and signiﬁcant accounting policies
The ﬁnancial statements are for the twelve months ended 31 December 2012. They have been prepared in accordance 
with applicable United Kingdom accounting standards. The ﬁnancial statements have been prepared under the historical 
cost convention. 
These ﬁnancial statements are presented in Pounds Sterling (£), which is also the functional currency of the parent Company.
The accounting policies have been applied consistently throughout the period for the purposes of preparation of these 
ﬁnancial statements. 
Going concern
Details of going concern are given in note 1 to the Group accounts.
Foreign currencies
(i) Monetary assets and liabilities 
Monetary assets and liabilities in foreign currencies are translated into sterling at the rates ruling at the year end. Exchange 
rate differences are dealt with through the income statement.
(ii) Hedges of net investments in foreign operations
Any gain or loss on the hedging instrument relating to the effective portion of net investment hedge is recognised in equity 
in the foreign currency translation reserve. The gain or loss relating to the ineffective portion is recognised immediately in 
the income statement. Gain and losses deferred in the foreign currency translation reserve are reclassiﬁed to proﬁt or loss 
on disposal of the foreign operation.
Tangible ﬁxed assets
Depreciation is provided on cost in equal annual instalments over the estimated useful lives of the assets. The rates of 
depreciation are as follows:
Fixtures, ﬁttings and equipment: between one and ﬁve years.
Investments
Investments held as ﬁxed assets are stated at cost less provision for any impairment in value.
Fixed asset investments
The Company’s investments in shares in Group companies are stated at cost less provisions for impairment. Any impairment 
is charged to the income statement as it arises.
Leases 
Assets obtained under ﬁnance leases and hire purchase contracts are capitalised at their fair value on acquisition and 
depreciated over their estimated useful lives. The ﬁnance charges are allocated over the period of the lease in proportion 
to the capital element outstanding.
Operating lease rentals are charged to income in equal annual amounts over the lease term. 
Pension costs
Pension costs are charged to the income statement and solely relate to contributions made to staff personal pension schemes. 
Contributions to the scheme are charged to the income statement as they become due for payment. 
Equity instruments
Equity instruments issued by the Company are recorded at the proceeds received, net of direct issue costs. 
2 Proﬁt 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 proﬁt after tax for the ﬁnancial year ended 31 December 2012 of £1.0m 
(2011: Loss after tax of £0.7m). 76
Empresaria Group plc 
Annual report and accounts 2012
Notes to the parent Company ﬁnancial statements
continued
3 Directors and employees
2012
£m
2011
£m
Staff costs 
Wages and salaries 1.1 1.5
Social security costs 0.1 0.1
1.2 1.6
2012
Number
2011
Number
Average monthly number of persons employed (including directors) 14 14
Pension contributions made in the year were £89,383 (2011: £34,416).
Details of Directors’ remuneration are given on pages 36 to 39.
4Dividends
During 2012 Empresaria Group plc paid a dividend of £0.2m to its equity shareholders (2011: £0.2m). This amounted to 
0.35 pence per ordinary share (2011: 0.35 pence).
A ﬁnal dividend is proposed for the year ended 31 December 2012 of 0.35 pence per ordinary share (2011: 0.35 pence). 
The proposed dividend is subject to approval by shareholders at the Annual General Meeting and has not been included 
as a liability in these ﬁnancial statements. If approved, the dividend will be paid on 24 June 2013 to members registered on 
24 May 2013.
5 Property, plant and equipment
The following table shows the signiﬁcant additions and disposals of property, plant and equipment.
Fixtures, ﬁttings 
and equipment 
£m
Cost
At 1 January 2012 0.5
Additions 0.0
At 31 December 2012 0.5
Accumulated depreciation
At 1 January 2012 0.3
Charge for the year 0.1
At 31 December 2012 0.4
Net book value
At 31 December 2011 0.2
At 31 December 2012 0.1 Financial statements
Empresaria Group plc 
Annual report and accounts 2012
77
6 Investments held as ﬁxed assets
Loans to 
subsidiary 
undertakings 
£m
Shares in 
subsidiary 
undertakings
 £m
Total 
£m
Cost
At 1 January 2012 6.8 27.7 34.5
Additions –4.0 4.0
Disposals –– –
At 31 December 2012 6.8 31.7 38.5
Impairment
At 1 January 2012 – 5.9 5.9
At 31 December 2012 0.0 5.9 5.9
Net book value
At 31 December 2011 6.8 21.8 28.6
At 31 December 2012 6.8 25.8 32.6
Any exchange movement in the loans to subsidary undertakings is recognised in other reserves as the receivable is treated 
as a net investment in foreign operations.
Investments comprise of the following principal subsidiary companies:
Company Class of share held
2012 
%
Country of 
incorporation
Bar 2 Limited* “A & B” Ordinary 86 UK
FastTrack Management Services (London) Limited* “A” Ordinary 100 UK
Greycoat Placements Limited* Ordinary 90 UK
LMA Recruitment Limited* “A” Ordinary 63 UK
Mansion House Recruitment Limited* “A” Ordinary 65 UK
McCall Limited* “A & B” Ordinary 79 UK
Reﬂex HR Limited* “A” Ordinary 84 UK
Teamsales Limited* “A” Ordinary 95 UK
The Recruitment Business Limited* “A” Ordinary 80 UK
Headway Holding GmbH Ordinary 100 Germany
Interactive Manpower Solutions Private Limited* Equity Share 71 India
Mediradix Oy* Ordinary 87 Finland
Learning Resources Shares 51 Indonesia
Marketing y Promociones S.A. ‘Alternattiva’ Common 56 Chile
Monroe Consulting Group “A” Ordinary 90 Indonesia
Monroe Recruitment Consulting Ordinary 100 Thailand
Skillhouse Stafﬁng Solutions K.K. Ordinary 90 Japan
The Recruitment Business Pty Limited Ordinary 80 Australia
* These companies are directly held by Empresaria Group plc. The remaining investments are indirectly held. The percentage shown is as at 31 December 2012.
The nature of each investment is the provision of stafﬁng services and each entity operates in its country of incorporation.  78
Empresaria Group plc 
Annual report and accounts 2012
Notes to the parent Company ﬁnancial statements
continued
7Debtors
2012 
£m
2011 
£m
Amounts owed by group undertakings (including amounts 
falling due after more than one year of £6.9m (2011: £8.9m)) 11.1 16.7
Other debtors 0.4 0.4
Prepayments and accrued income 0.7 0.7
12.2 17.8
8 Creditors: amounts falling due within one year
2012
 £m
2011 
£m
Bank overdraft and loans due within one year 16.2 15.6
Trade creditors 0.1 0.1
Amounts owed to subsidiary undertakings 2.2 3.0
Deferred consideration and other creditors 0.8 0.1
Accruals 0.4 0.5
19.7 19.3
Other creditors include a ﬁnance lease of £Nil (2011: £3,821).
9 Creditors: amounts falling due after more than one year
2012 
£m
2011 
£m
Loan from subsidiary undertakings 2.2 3.2
Bank loans 7.2 2.0
9.4 5.2
The bank loans include a revolving credit facility and two term loans which expire in 2013 and 2016 respectively. The bank 
loans are secured by a ﬁrst ﬁxed charge over all book and other debts given by the Company and certain subsidiaries. 
Interest rates vary over the term of the loan. In 2012, interest was payable at 2.375% over base rate on the term loans,
 and 2% over LIBOR on the revolving credit facilities.
The interest rate on the UK bank overdrafts was ﬁxed during the year at rates of 2.5% above LIBOR and 2.5% above base rate.
2012 
£m
2011 
£m
Bank loans
Repayable within one year 2.5 7.1
Repayable between one and two years 0.6 0.7
Repayable between two and ﬁve years 6.6 1.3
9.7 9.1 Financial statements
Empresaria Group plc 
Annual report and accounts 2012
79
10 Reconciliation of movements in shareholders’ funds
2012
Share 
capital
£m
2012
Share 
premium
£m
2012
Other 
reserve
£m
2012
Option 
reserve
£m
2012
Equity 
reserve
£m
2012
Proﬁt 
and loss 
account
£m
2012
Total 
Shareholders’ 
funds
£m
2011
Total 
Shareholders’ 
funds
£m
Proﬁt/(loss) for the ﬁnancial year ––––– 1.0 1.0 (0.7)
Dividend paid ––––– (0.2) (0.2) (0.2)
Movement in options – – – (0.8) (0.2) 0.8 (0.2) 0.3 
Net (reduction)/addition to
shareholders’ funds – – – (0.8) (0.2) 1.6 0.6 (0.6)
Opening shareholders’ funds 2.2 19.4 1.5 0.8 – 0.8 24.7 25.3 
Closing shareholders’ funds 2.2 19.4 1.5 – (0.2) 2.4 25.3 24.7
 Proﬁt for the year after tax was £1.0m (2011: Loss for the year after tax £0.7m).
11 Called up share capital
Number of 
shares
2012 
£m
Number of 
shares
2011 
£m
Allotted and fully paid
Ordinary shares of 5p each 44,562,847 2.2 44,562,847 2.2 
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.
During the years ended 31 December 2012 and 31 December 2011 no ordinary shares were issued.  80
Empresaria Group plc 
Annual report and accounts 2012
Ofﬁcers and professional advisers
Directors
Joost Kreulen
Spencer Wreford
Anthony Martin
Penny Freer
Zach Miles
Secretary
Anne-Marie Clarke 
Registered ofﬁce
Old Church House
Sandy Lane
Crawley Down
Crawley
West Sussex 
RH10 4HS
Company registration number
03743194
NOMAD (ﬁnancial adviser)
Altium Capital Limited
30 St James’s Square
London
SW1Y 4AL
NOMAD (broker)
Allenby Capital
Claridge House
32 Davies Street
London
W1K 4ND
Solicitors
Osborne Clarke
2 Temple Back East
Temple Quay
Bristol 
BS1 6EG
Bankers
HSBC plc
West & Wales Corporate Banking
3 Rivergate
Temple Quay
Bristol 
BS1 6ER
Independent auditor
Deloitte LLP
London Gatwick Ofﬁce
Global House
High Street
Crawley
West Sussex
RH10 1DL
Registrars
Capita Registars
Northern House
Woodsome Park
Fenay Bridge
Huddersﬁeld
West Yorkshire
HD8 0GA  Empresaria Group plc 
Old Church House
Sandy Lane
Crawley Down
Crawley
West Sussex 
RH10 4HS
T: +44 (0) 1342 711 430 
F: +44 (0) 1342 711 449 
E: info@empresaria.com
www.empresaria.com