Final Results

Empresaria Group PLC
24 April 2006

                              Empresaria Group plc


             Full Year Results for the Year Ended 31 December 2005

Strong UK growth boosts adjusted profits 60% as group expands overseas

April 24, 2006: The AiM-quoted specialist staffing group Empresaria today
announces a 60% increase in adjusted* pre-tax profits to £2.23 million for the
year ended December 31, 2005. Headline profit before tax increased by 129% to
£1.6 million.


The group also reported strong trading during the early months of 2006.


Revenues during 2005 climbed 19% to £54 million following moves into new markets
in the US, Australia, China and South-East Asia. Although overseas revenues
contributed less than 10% to overall sales for the year, the company said this
exceeded expectations, and expects the figure to rise nearer to 20% during 2006.


Chairman Tony Martin said: 'The year 2005 was one of continued growth for
Empresaria in the UK and of specific development focus abroad -- in line with
our strategy to develop an international specialist staffing group with revenues
distributed across a range of economies, emerging staffing markets and industry
sectors.'


He added that the group is exploring a number of opportunities in industry
sectors and countries where it does not currently operate.



Empresaria moved on to AiM in November 2004 and has followed a strategy aimed at
achieving consistent, balanced growth. In addition to overseas diversification,
this has also seen a greater emphasis on temporary recruitment, which now
accounts for about 55% of UK business.



With adjusted* earning per share of 5.7p, up 36% and headline earnings per share
of 3.1p, up 121%, the board is proposing a dividend of 0.45p (2004: 0.4p).







For further information contact:



Tony Martin, Chairman, Empresaria Group plc:                       01293 649900

Miles Hunt, Chief Executive, Empresaria Group plc:                 01293 649903

Nick Hall-Palmer, Group Finance Director, Empresaria Group plc:    01293 649906

Allan Piper, First City Financial Public Relations:                020 7436 7486
                                                                   07736 064 982





*Figures based on underlying profits excluding goodwill amortisation and
exceptional costs.  In 2005 there were no exceptional costs. See note 7 for a
reconciliation.


Overview of Performance for 2005


£ 000's                                                      2005       2004       2003       2002       2001

Turnover                                                   54,060     45,430     29,367     22,902     18,938
Gross Profit                                               15,393     13,141     10,589      8,603      8,273
Total Operating Profit                                      1,914      1,067        817        709        732
Adjusted Operating Profit *                                 2,532      1,715      1,234        927        527
Adjusted Profit Before Tax *                                2,225      1,390      1,113        830        487
Basic Earnings per share (pence)                             3.12       1.38       1.85        0.4        1.1
Adjusted Earnings per share (pence) *                         5.7        4.2        3.9        2.8        1.1
Dividend per share (pence)                                   0.45       0.40      0.375       0.25          0



* Figures based on underlying profits excluding goodwill amortisation and
exceptional costs.  See Note 7 for reconciliation.  In 2005 there were no
exceptional costs.



Headlines

  • Revenues of £54m (2004: £45.4m) up 19%.
  • Gross profit of £15.4m (2004: £13.1m) up 17%
  • Profit before tax of £1.6m (2004: £0.7m) up 129%
  • Adjusted profit before tax* of £2.23m (2004: £1.39m) up 60%
  • Earnings per share of 3.12p (2004: 1.38p) up 126%
  • Adjusted earnings per share* 5.7p (2005 : 4.2p) up 36%
  • Adjusted operating profit on revenues 4.7% (2004: 3.8%) up 24%
  • Adjusted operating profit on gross profit 16.4% (2004: 13%) up 26%
  • Operating cash inflow £2.5m (2004: £2m) up 25%
  • Cash at bank at year end £2.4m (2004: £2.9m)
  • Net debt at year end £2.4m (2004: £1.6m)
  • Proposed dividend of 0.45p (2004: 0.4p) up 12.5%

Operational highlights

  • Growth and development of existing businesses.
  • Entry into new markets: US, Australia, Japan, China, Indonesia and
    Thailand as well as more recent investment in Eastern Europe.
  • Start up operations in Japan and US exceeding expectations.
  • Board strengthened with the appointment of Penny Freer, as a non-executive
    director.





Chairman's Statement



Overview 2005



The year 2005 was a year of continued growth for Empresaria in the UK and of
specific development focus abroad in line with our strategy to develop an
international specialist staffing group with revenues distributed across a range
of economies, emerging staffing markets and industry sectors.  The core UK
business continues to perform strongly and new businesses started or acquired
during the course of 2005 exceeded expectations.  The Group has made encouraging
initial progress in obtaining access to new markets which is expected to
accelerate during 2006.



Financial performance



Revenues for the year ended 31 December 2005 increased by 19% to £54m and net
fee income (gross profit) increased 17% to £15.4m.  A combination of rising
revenues, increased operating efficiencies and reduced start up costs resulted
in a growth in profit before tax (before goodwill amortisation and exceptionals)
to £2.23m from £1.39m, a rise of 60%.  Operating cash inflows were up 25% to
£2.5m and, despite investing cash of £1.6m on acquisitions and start up
operations during the year, cash at bank at the year end was £2.4m, only £0.5m
down on 2004.

Adjusted earnings per share (before amortisation of goodwill and exceptionals)
increased by 36% to 5.7p (2004: 4.2p) with basic earnings per share (after
deducting amortisation of goodwill and exceptionals) increasing 121% to 3.1p
(2004: 1.4p).



Corporate Development



Empresaria has achieved a track record of consistent revenue and earnings growth
over the course of its history since the late 1990s. The Group has adopted a
strategy of balanced growth (combining organic, start up and acquisitive growth)
with investment risk management (through diversifying across different
specialist staffing market sectors).  Central to this dual growth/risk
management approach has been the philosophy of 'management equity', the concept
that key, entrepreneurial people are attracted and motivated by the opportunity
to acquire a meaningful stake in the companies they run.  Each of the 26
operating companies in the Group is run by managers holding significant stakes
in their companies or alternatively stakes in Empresaria itself.



This philosophy extends to Group structure, which is totally de-centralised with
autonomous managers running self-contained companies, enjoying high levels of
commercial freedom combined with strict financial discipline and controls.
Empresaria head office is kept deliberately small, focussing on financial
management and Group development.  It is the nature of this structure that
creates increased operational economies of scale at the centre as the Group
grows and enables the consequent underlying growth in net profit margins.

As reported last year, the Group coincided its transfer from OFEX to AiM in
November 2004 with an extension of existing strategy to include operations
overseas.  The rationale for this shift in development focus is a combination of
gaining access to economies and staffing markets that are enjoying high growth
rates and extending the risk management concept of diversification one stage
further.  It is the objective of the Board and the strategy of the Group to
reposition Empresaria over the coming years as a truly international, growing
specialist staffing business with revenues and profits broadly distributed
across established and emerging staffing markets.  With over £50m revenues being
generated in the UK and with a continued focus on growing Empresaria's UK
businesses, such a transformation requires accelerated investment in overseas
markets.



2005 was a year in which a number of encouraging first steps were made.  Gaining
access to the high growth Japanese staffing market is already beginning to
produce dividends with the Group's two Japanese operations expected to generate
substantial organic growth in revenue and profit over the coming years.  As well
as Japan, the Group has made small but significant investments in the US, China,
Australia, Indonesia and Thailand.  Perhaps even more encouraging than these
first investment steps made overseas in 2005 is the progress made during that
time in investigating new markets, exploring and assessing in which countries
the Empresaria approach might best succeed and establishing business networks
that will enable the Group to take advantage of new opportunities as they emerge
in the future.  At the beginning of 2006 the Group announced further investment
in the Czech Republic and Slovakia.



The Board



The Empresaria board was strengthened in the year by the appointment of Penny
Freer as non-executive director.  Penny was formerly Head of Equities in London
for Robert W Baird, the US Investment bank.  The Board is now balanced with two
executive directors, two non-executive directors and with myself as Chairman.



Empresaria's people



Empresaria is a growing and rapidly changing organisation.  This in itself
creates pressures and challenges on all those involved in driving both growth
and change across the entire organisation.  We wish to extend our appreciation
for all their hard work and success.



Current trading and prospects



The economic forecasts for the markets where the Group operates are generally
positive. The Group has started 2006 strongly in line with expectations.
Empresaria's UK businesses currently perform ahead of 2005.  The Group's
overseas companies, particularly in Japan, have made an encouraging start to the
year and it is anticipated that the share of Group revenues attributable to
international operations is expected to rise sharply in 2006.  The Board is
exploring a number of opportunities in industry sectors and countries where the
Group does not currently operate.  Consequently, the Board anticipates a year of
further significant progress towards achieving its objectives and developing a
broad based international specialist staffing group.





Tony Martin

Chairman





Chief Executive's Review



Growth



Our focus has been and remains on business growth combined with maintaining
earnings stability and consistency through managing business risk.  Over the
past four years revenues have increased by an average of 30% annually, adjusted
profit before tax by 46% and EPS by 50% on the same basis.  We achieve this
growth through a balance between organic growth, start ups and acquisitions.



Organic growth



Empresaria backs up its commitment to organic growth with financial priority
given to developing existing operations where market conditions allow.  The
financial planning process ties into each company's strategic growth plans with
cash generated by each business being considered first for the re-investment in
new staff or expansion into new locations or markets.  Illustrations of this
approach being applied in practice include TRB (Creative and Design staffing)
opening up a new office in Manchester, FastTrack (Construction and Property
Services) developing new divisions covering the Security and Access Systems
industries and Greycoat Placements (Domestic staffing) establishing a new
international section focussing primarily on the US market.



Start ups and acquisitions



Following the decision to concentrate development efforts in international
markets, corporate activity has centred on markets and territories where we
believe we are able to achieve significant and sustainable long term growth.
During the course of 2005 we have made the following investments overseas:



US - Gerard Stewart:  Gerard Stewart is an extension of an existing UK brand
within the 'recruitment to recruitment' sector.  The company was set up in
Atlanta to provide staffing services to the US staffing industry.  Empresaria
acquired an initial 40% stake with an option to acquire a further 20% within
three years.  The new company has had a strong start and is expected to
contribute to earnings in 2006.



Australia, Japan, Indonesia and Thailand - Monroe Consulting Group.  Monroe
Consulting Group operates directly in Australia and Japan and through joint
venture arrangements in Indonesia and Thailand.  Empresaria acquired a 60% stake
in Monroe Consulting in December 2005, too late in the year to have a material
impact on group financial performance.  The company focuses on a number of
specialist markets, predominantly the IT, financial services and call centre
industries.  As well as providing temporary and permanent staffing services it
offers clients a range of managed service solutions.  The investment by
Empresaria took the form primarily of a new share issue to pay down existing
Monroe debt and fund future expansion.



China - Aston HR Consulting.  Aston HR Consulting was formed in December 2005 to
acquire, alongside an experienced management team, an interest in a small
existing HR outsourcing company based in Shanghai, Tian Yun Human Resources Co.
Ltd.  In the months following that initial investment we have managed to secure
Government licences to provide a combination of staffing, training and HR
outsourcing services within China and are now targeting new business with
particular focus on the IT, financial services and FMCG sectors.



Czech Republic and Slovakia - GIT Consult.  We announced, following the year
end, that we had acquired a 60% stake in GIT, a market leading Prague based IT
staffing company with a second office in Bratislava.  The investment made was a
combination of consideration for acquiring shares and injection of development
and working capital to fund growth.



In addition we have continued to apply resource to developing the UK based
businesses.  In February 2005 we completed the acquisition of a 65% stake in
TRB, a temporary and permanent staffing company operating within the creative
and design market place under the MacPeople, WebPeople and CreativePeople
brands.  TRB has fitted well within the Group, has made a significant profit
contribution in its first year as an Empresaria company and demonstrated the
ambition and capability to generate strong organic growth.



Sector overview



The development of overseas operations followed the move to AiM in November
2004.  Since that date we have made significant progress with the new overseas
additions to the Group and expect them to make significant contribution to Group
revenues in 2006, perhaps as high as 20%.  If we make further acquisitions or
invest in further start up operations then this percentage figure is expected to
rise.  It is therefore our intention in future years to report along
geographical territory lines instead of by market sector.  As the absolute
percentage revenue contribution from overseas in 2005 was less than 10% this
report for 2005 will focus on market sectors in what was still a predominantly
UK based operation.

Construction and Property Services



Revenues in 2005 were £27.5m (2004: £24.8m) a rise of 11%.  This encouraging
performance was driven by strong organic growth within our FastTrack brand, with
FastTrack management taking advantage of positive market conditions to increase
fee earner headcount and develop new products (including new divisions to focus
on the Security and Access Control industries).  FastTrack is one of the top
tier sector brands within the London area and is well placed to take advantage
of the imminent development work planned in advance of the 2012 London Olympics.

Specialist Brands



Revenues in 2005 were £7.8m (2004: £3.1m) a rise of 152%.  The increase was
partly generated by the revenue contribution of TRB, acquired in February, but
masks strong organic growth of 25% across the established companies within this
reporting sector.



Greycoat Placements continues to consolidate its position as the UK's principal
domestic recruitment brand, and has increased headcount to take advantage of
increased demand for its services and developed its own training operation,
Greycoat Academy, to diversify revenue streams as well as increase candidate
flow.



McCall (recruitment to the recruitment industry) took advantage of positive
trading conditions within the UK staffing sector and established new revenue
streams in the areas of senior management recruitment and introductory brokerage
for the sale and purchase of UK staffing companies.

Supply Chain



Revenues in 2005 were flat at £6.9m (2004 - £6.9m).  DriveLink, our temporary
driver staffing business continued to experience challenging market conditions.
It continued its branch network development, acquiring More Driving, a small one
branch operation based in Bournemouth as well as increasing headcount in its
Northern branches.  As the business increases its operating footprint across the
UK the market opportunities and operating efficiencies are expected to increase,
resulting in improved trading performance.

Public Sector



Revenues in 2005 were flat at £6.7m (2004 - £6.7m).  Our Public Sector
businesses experienced a year of two halves.  The first half of 2005, as
reported in September, was much stronger than expected.  However, the tightening
of the market in the second half, particularly within healthcare staffing, was
pronounced and resulted in underperformance towards the end of the year.  The
brake placed on Government spending, particularly within the NHS, has created a
degree of market uncertainty although there are still widespread opportunities
for growth in this sector.  It is encouraging to note that Healthcare First
(allied healthcare recruitment) has recently been awarded a place on the NHS
contract for allied healthcare professionals.



Financial Services



Revenues in 2005 were £3.6m (2004: £3.7m) a fall of 3%.  Our Financial Services
businesses experienced a degree of disruption and change in 2005 with management
changes within both our banking and insurance staffing businesses.  LMa (banking
and asset management recruitment) failed to take advantage of positive market
conditions.  The issue was addressed and we have seen a rapid turnaround and
improvement in trading performance in the first quarter of 2006.  We expect a
better result  in the current year.



International



Revenues in 2005 were £1.2m (2004: £nil), the first year of the Group's
international development plan.  The large proportion of these revenues were
generated by Skillhouse Staffing in Japan (IT and office support) following that
company becoming a subsidiary of the group.  The company, which commenced
trading as a start up company at the end of 2004, has exceeded expectations both
in terms of growth rates and absolute performance.  The Japanese economy appears
to be improving rapidly after many years of low or negative growth and the
staffing market continues to outpace economic growth.  We expect continued
strong performance from our operations in Japan during 2006.





Miles Hunt

Chief Executive





Financial Review



Turnover



Group turnover rose by 19% in the year.



Gross margin



The Group achieved a 28% gross margin in the year, compared with 29% in 2004.
The reduction in gross margin reflects our stated aim of growing our temporary
and contract revenue contribution. In 2005 55% of the Group's gross margin was
generated by the temporary and contract businesses compared with 51% in 2004. As
the contribution to gross margin from the temporary and contracts businesses
increases, the overall gross margin percentage is expected to reduce further in
the coming years.



Profitability



The Group uses adjusted profit before taxation (PBT) (as defined and calculated
in note 7) as its principal measure of operating performance. Profits before tax
are adjusted to remove the effects of goodwill amortisation and any exceptional
costs or gains incurred during the year. There were no exceptional costs in
2005.



Adjusted PBT for the year rose by 60% to £2.23m (2004: £1.39m) for the whole
Group. Adjusted PBT from continuing operations rose by 52% to £2.23m (2004:
£1.47m).



The increase in the Group's operating margins is particularly encouraging.
Adjusted operating margin on revenues grew by 24% to 4.7% (2004: 3.8%) and
adjusted operating margin on net fee income grew by 26% to 16.4% (2004: 13.0%).



This reflects improved productivity from our existing businesses, as well as the
performance of acquired businesses.



Taxation



The effective rate of corporation tax to headline profit before tax has reduced
from 47% in 2004 to 45% in 2005. The decrease is mainly due to reduction in
losses, on which no corporation tax relief could be obtained.  These losses
remain unrelieved due to the group's share ownership structure, which leaves
several companies outside the tax group.  The effective rate of tax to adjusted
profit before tax was 35% (2004: 31%).



Deferred taxation has been provided on timing differences where required by FRS
19.



Minority interests



The Group's share of profit after tax rose from 57% in 2004 to 74% in 2005,
reflecting a greater proportion of profits made in those more mature operating
companies with lower minority interests.



Earnings per share



Earnings per share, adjusted for the effects of goodwill amortisation and
exceptional costs, were 5.7 pence, an increase of 36% over 2004 (4.2 pence).



The Group's weighted average issued share capital, as used to calculate EPS,
increased by 29% during the year, as a result of the full year effect of the
issue of shares when the Group listed on AiM in late 2004, together with shares
issued during the course of the year to acquire new operations or increases the
Group's holding in existing operations.



Dividends



The Directors have recommended the payment of a dividend of 0.45 pence per
share, an increase of 12.5% over 2004 (0.4 pence).



Acquisitions and disposals



Acquisitions



During the year the Group acquired three businesses and significantly increased
its shareholding in three existing operations, as detailed below:



Purchase of The Recruitment Business ('TRB')



In February 2005, the Group acquired a 65% interest in TRB, a company
specialising in the placement of temporary and permanent staff for roles
including graphic and web designers, copywriters, typographers, art workers, Mac
operators, studio managers and print buyers. The initial consideration was £1.3
million, which has been satisfied by £950,000 in cash and the balance in shares
in Empresaria.  The initial consideration included a payment, on a pound for
pound basis, of £300,000 for the net cash within the business. Deferred
consideration of up to £725,000 may be payable based on the operating profit and
cash position of TRB in the two year period to 31 December 2006.



Purchase of More Driving Limited



In July 2005, the Group completed the acquisition of a 66% shareholding in More
Driving Limited, a company based in Bournemouth providing contract drivers to
the transport industry, for a consideration of £300,000, of which £260,000 was
satisfied in cash and £40,000 satisfied by the issue of 63,191 ordinary shares
in Empresaria Group plc.



Purchase of Monroe Consulting Group



In December 2005, the Group completed an investment of AUS$1.8m (£775,000) in
two connected businesses, Monroe Consulting Group Pty Ltd ('MCG') and Monroe
Consulting Group kk ('MCG KK'), acquiring a 60% shareholding in each company
through the issue of new shares.  The existing management team retains the
remaining shareholding.

Further deferred consideration of up to £850,000 may be payable in cash or
shares at the Group's option based on the financial performance of the
businesses in 2006 and 2007.



Purchase of minority share holdings



In July 2005, the Group acquired shares from the minority shareholders of
Greycoat Placements limited and Social Work Associates Limited by issuing an
aggregate 937,048 shares at a value of £595,000. Following the transaction, the
Group held 82% of Greycoat Placements Limited and 100% of Social Work Associates
Limited.



In September 2005 the Group increased its effective interest in its Japanese
operation, Skillhouse Staffing Solutions K.K, to 90% acquiring the outstanding
50% of the intermediate holding company, Interim Management International, from
the Chairman Mr Tony Martin for a consideration of £345,000, paid in shares.



Post year end purchases



Following the end of the year, the Group purchased 60% of the share capital of
Empresaria GIT Holdings Limited ('GIT') for an initial cash consideration of
£90,000.



GIT operates two small businesses in the Czech Republic and Slovakia, mainly
supplying IT staff.



The Group also acquired, through a special purpose vehicle, from SSR Personnel
Services its operating division providing staffing services in the UK public
sector for an initial cash consideration of £350,000.



Intangible assets



The carrying value of intangible assets in the Group Balance Sheet increased by
£3.2m, from £4.8m to £8.0m. The major constituents of this increase arose from
the acquisition of the Recruitment Businesses Limited, More Driving Limited and
Monroe Consulting Group, together with the increase in the Group's shareholding
in the three existing operations mentioned above.



Goodwill is amortised over its useful economic life up to a maximum period of
twenty years. The Directors regularly review the carrying value of goodwill for
impairment.



Treasury Management



Cash Flow



Net cash of £2.5m (2004 - £2m) was generated from operating activities during
the year. After returns on investments and servicing of finance and taxation
flows of £1m, the surplus was reduced to £1.5m.



The Group spent £2m of cash on acquisitions and capital expenditure, resulting
in a cash outflow before financing of £0.6m.



In the year, the Group acquired further invoice discounting liabilities of
£0.3m, resulting in an overall increase in net debt at the year end of £0.8m to
£2.4m (2004: £1.6m).



Cash Management



The Group maintains a range of facilities appropriate to the funding of its
strategy of expansion by a mixture of organic growth and acquisition.



At the year end, the Group's financing arrangements comprised:



•     cash at bank of £2.4m;

•     an unutilised overdraft facility of £1.25m;

•     outstanding term loans of £1.6m repayable over the next three years; and

•     amounts owed in respect of factoring and invoice discounting agreements of 
      £3.3m.



The Group banks with HSBC Bank plc.




Nick Hall-Palmer
Group Finance Director





Consolidated profit and loss account
Year ended  31 December 2005
                                               Notes                        2005                      2004
                                                              £'000        £'000        £'000        £'000

TURNOVER
Existing operations                                          48,342                    28,730
Acquisitions                                                  5,718                    14,991

Continuing operations                                        54,060                    43,721
Discontinued operations                                           -                     1,709

Total turnover                                                            54,060                    45,430
Cost of sales                                                           (38,667)                  (32,289)

GROSS PROFIT                                                              15,393                    13,141

Administrative expenses    - normal                        (13,479)                  (11,771)
                           - exceptional                         -                     (303)

Total administrative expenses                                           (13,479)                  (12,074)

OPERATING PROFIT
Existing operations                                           1,217                     1,246
Acquisitions                                                    697                         -

Continuing operations                                         1,914                     1,246
Discontinued operations                                           -                     (179)

Total operating profit                                                     1,914                     1,067

Share of losses in Associated companies                                     (44)                         -
                                                                           1,870                     1,067

Interest payable and similar charges                                       (263)                     (325)

PROFIT ON ORDINARY ACTIVITIES
 BEFORE TAXATION                                                           1,607                       742

Tax on profit on ordinary activities                                       (726)                     (350)

PROFIT ON ORDINARY ACTIVITIES
 AFTER TAXATION                                                              881                       392

Equity minority interests                                                  (233)                     (169)

PROFIT ON ORDINARY ACTIVITIES ATTRIBUTABLE TO
THE MEMBERS OF EMPRESARIA GROUP PLC AND
TRANSFERRED TO RESERVES                                                      648                       223


Earnings per share (pence)
Basic and diluted                                2                          3.12                      1.38


There are no recognised gains and losses for the current and preceding years
other than as stated above.  Accordingly no statement of total recognised gains
and losses is presented.

Following the adoption of FRS21 (Events after the balance sheet date), dividends
have been restated to be recorded when approved.



Consolidated balance sheet
31 December 2005

                                                             
                                                Note                         2005                      2004  
                                                               £'000        £'000        £'000        £'000
                                                                                                (Restated)*
FIXED ASSETS
Intangible assets                                                           7,981                     4,836
Tangible assets                                                               535                       284
Investment in associates                                                       39                       145
                                                                            8,555                     5,265

CURRENT ASSETS
Debtors                                                       10,169                     8,328
Cash at bank and in hand                                       2,405                     2,921

                                                              12,574                    11,249

CREDITORS: amounts falling due
   within one year                                          (10,992)                   (7,892)

NET CURRENT ASSETS                                                          1,582                     3,357

TOTAL ASSETS LESS CURRENT LIABILITIES
                                                                           10,137                     8,622

CREDITORS: amounts falling due after more than one
year
                                                                          (1,449)                   (1,669)

NET ASSETS                                                                  8,688                     6,953

CAPITAL AND RESERVES
Called up share capital                                                     1,113                       997
Other reserve                                                               1,539                       991
Share premium account                                                       3,822                     2,895
Profit and loss account                                                     1,447                     1,189

EQUITY SHAREHOLDERS' FUNDS                                                  7,921                     6,072

Equity minority interests                                                     767                       881

                                                                            8,688                     6,953


* The dividend creditor has been restated following the introduction of FRS21
(Events after the balance sheet date).



Consolidated cash flow statement
Year ended 31 December 2005
                                                                                2005                      2004
                                                    Notes         £'000        £'000        £'000        £'000

Net cash inflow from operating activities                3                     2,500                     2,027

Returns on investments and servicing of finance
Interest paid                                                     (263)                     (325)
Dividends paid to minority shareholders in
subsidiary undertakings                                           (196)                      (78)

Net cash outflow from returns on
investments and servicing of finance                                           (459)                     (403)

Taxation - corporation tax paid                                                (586)                     (297)

Capital expenditure and financial investment
Payments to acquire tangible fixed assets                         (413)                     (206)

Net cash outflow for capital expenditure                                       (413)                     (206)

Acquisitions
Purchase of businesses                                          (1,993)                   (2,256)
Cash acquired with subsidiary                                       462                         -
Investment in associates                                           (21)                         -

Net cash outflow from acquisitions                                           (1,552)                   (2,256)

Equity dividends paid                                                           (84)                      (59)

Net cash outflow before financing                                              (594)                   (1,194)

Financing
Issue of new shares                                                   -                     2,257
Raising of long term loans                                            -                     1,000
Repayment of loan                                                 (238)                     (215)
Increase in invoice discounting balances                            316                        67
Capital elements of hire purchase contracts                           -                       (2)

Net cash inflow from financing                                                    78                     3,107

(Decrease)/increase in cash in the year                                        (516)                     1,913




NOTES


1.         BASIS OF PREPARATION

The financial information set out above does not constitute the Company's
statutory accounts for the years ended 31 December 2005 and 2004, but is derived
from those accounts.  Statutory accounts for 2004 have been delivered to the
Registrar of Companies and those for 2005 will be delivered following the
Company's Annual General Meeting.  The Auditors have reported on those accounts;
their reports were unqualified and did not contain statements under the
Companies Act 1985, sections 237(2) or (3).


2.         BASIC AND DILUTED EARNINGS PER SHARE


                                                                                             2005        2004
                                                                                               No.         No.

Ordinary shares of 5 pence (2004: 5 pence) each (weighted average)                     20,798,075  16,127,987


                                                                                                        £'000

Profit for the financial year                                                                 648         223


Based on current trading conditions, the directors are of the opinion that there
would be no dilution to the earnings per share figure resulting from subsidiary
minority shareholders trading up.



3.         RECONCILIATION OF OPERATING PROFIT TO NET CASH INFLOW FROM OPERATING
ACTIVITIES


                                                                                   2005         2004
                                                                                   £'000        £'000

Operating profit                                                                   1,914        1,067
Depreciation of tangible assets                                                      262          272
Loss on disposal of tangible fixed assets                                             73           -
Amortisation of goodwill                                                             618          346
Increase in debtors                                                                 (433)      (1,218)
Increase in creditors                                                                 66        1,560

Net cash inflow from operating activities                                          2,500        2,027




4.         ANALYSIS OF NET DEBT
                                                                                       Other
                                                         1 January                   non-cash    31 December
                                                                                      changes
                                                              2005     Cash flow                       2005
                                                                                     
                                                             £'000         £'000        £'000         £'000

Cash at bank and in hand                                     2,921         (516)             -         2,405

Amounts owed to factors                                    (2,700)         (316)         (286)       (3,302)
Long term loans due within one year                          (239)            14             -         (225)
Long term loans due after one year                         (1,549)           224             -       (1,325)
                                                           (1,567)         (594)         (286)       (2,447)




5.         ACQUISITIONS AND DISCONTINUED OPERATIONS



Acquisitions during the year contributed £329,000 to the group's net operating
cash flows, paid £10,000 in respect of returns on investments and servicing of
finance and utilised £23,000 for capital expenditure.  As part of the
acquisitions the group acquired additional factored debts of £286,000 which is a
significant non-cash transaction.

Discontinued operations contributed outflows of £nil (2004: £250,000) to the
group's net operating cash flows, paid £ nil (2004: £63,000) in respect of
returns on investments and servicing of finance and utilised £nil (2004:
£39,000) for capital expenditure.



6          ANNUAL REPORT AND ACCOUNTS


The annual report and accounts for the year ended 31 December 2005 will be
posted to shareholders shortly.  Additional copies will be available from the
Company Secretary at the Company's registered office Empresaria Group Plc,
Peveril Court, 6-8 London Road, Crawley, West Sussex, RH10 8JE.



7         RECONCILIATION OF STATUTORY FINANCIAL INFORMATION TO ADJUSTED
INFORMATION INCLUDED WITHIN THE FINANCIAL HIGHLIGHTS



A) All operations
                                                             2005          2004
                                                             £'000        £'000

Operating profit                                            1,914         1,067

Add back:
     Goodwill amortisation                                    618           345
     Exceptional legal and professional costs                   -           101
     Exceptional reorganisation costs                           -           67
     Exceptional bad debt write off                             -          135

Adjusted operating profit                                   2,532        1,715

Share of loss in associated company                          (44)            -
Interest payable and similar charges                        (263)        (325)

Adjusted profit before tax                                  2,225        1,390

Taxation (*)                                                (770)        (427)
Minority interests (*)                                      (275)        (288)

Adjusted profit after tax and minority interests            1,180          675


Adjusted earnings per share (pence)                           5.7          4.2




B) Continuing operations


                                                                 2005          2004
                                                                £'000         £'000

Operating profit - continuing operations                        1,914         1,246

Add back:
   Goodwill amortisation                                         618            345
   Exceptional legal and professional costs                       -             101
   Exceptional reorganisation costs                               -              44

Adjusted operating profit - continuing operations                2,532        1,736

Share of loss in associated company                               (44)            -
Interest receivable and similar income                               -            -
Interest payable and similar charges                             (263)        (263)

Adjusted profit before tax - continuing operations               2,225        1,473

Taxation (*)                                                     (770)        (455)
Minority interests (*)                                           (275)        (288)

Adjusted profit after tax and minority interests -
continuing operations
                                                                 1,180          730

Adjusted earnings per share (pence) - continuing
operations
                                                                   5.7          4.5


(*) - adjusted as necessary for tax and minority interest impact from goodwill
amortisation and exceptional item adjustments.




                      This information is provided by RNS
            The company news service from the London Stock Exchange