Interim Results

Empresaria Group PLC
13 September 2007

Empresaria Group plc
Consolidated Interim Financial Statements for the period ended 30 June 2007

Chairman's Statement

Empresaria Group plc ('Empresaria' or 'the Group') is pleased to announce its
unaudited interim results for the six months ended 30 June 2007.

Empresaria is a leading example of a new generation of international staffing 
company seeking to develop a multi-specialist sector, multi-geographical 
presence without the burden of a significant trading presence in the traditional
clerical and industrial staffing markets.

Commenting on the results, Chairman Tony Martin said:

'The Group continued to perform strongly over the first six months of 2007 and
as Empresaria has historically traded better in the second half of the year 
it is anticipated that this trend will continue in 2007, particularly when
augmented by a full six months' contribution from Headway. 

Considerable reinvestment has been made during the period for future organic 
growth which will benefit the long term growth prospects of the Group.'

Operating highlights

   •Strong organic growth in the UK
   •Continued growth of overseas contribution - now 33% of Group net fee
    income
   •Successful €14.6 million acquisition of Headway in Germany - 25 new
    offices opened in 2007
   •Successful acquisitions in Holland and Indonesia
   •New companies established in Singapore, Philippines, Malaysia and Japan
   •Encouraging start to the second half of the year

Financial highlights

   •Turnover up 64% to £55.7m (2006: £33.9m),
   •Net fee income up 52% to £15.0m (2006: £9.9m),
   •Profit before tax up 32% to £1.25m (2006: £0.95m),
   •Adjusted like for like earnings per share up 18% to 2.7p (2006: 2.3p).*


* Figures based on underlying profits, before IFRS transition adjustments
and exceptional items, and exclude the effect of acquisitions and start ups 
after 1 July 2006. There were no exceptional items in the period to 30 June
2007.


The directors of the issuer accept responsibility for this announcement.

For further enquiries, please contact:

Empresaria Group Plc 01293 649900
Tony Martin (Chairman)
Miles Hunt (Chief Executive)
Nick Hall-Palmer (Finance Director)

Smith & Williamson Corporate Finance Limited 020 7131 4000
Nominated Adviser
Azhic Basirov

Kaupthing Singer & Friedlander Capital Markets Limited 020 3205 7500
Financial Adviser and Broker
Nicholas How

Notes for editors:

Empresaria Group plc (AIM: EMR; sector: Support Services, staffing) provides
specialist recruitment services across 18 countries through 42 trading
subsidiaries. Empresaria was formed in 1996 by Miles Hunt and its business model
is based on the philosophy of management equity which allows founder managers
and key staff within Empresaria's subsidiaries to acquire or retain a meaningful
stake in the businesses they run or work in.

Results

In the six month period to 30 June 2007 the Group once again produced an
excellent set of results with EPS growth, on a like for like basis, of 18%,
adjusted to exclude IFRS transition adjustments.

Total EPS, before IFRS transition adjustments, was down 9%, as expected,
following the issue of 9.2m shares in May to enable the acquisition of Headway
in Germany. Planned expansion of the branch network in Germany meant that no
profit contribution was anticipated in the two months from acquisition to 30
June 2007 with the consequent short term effect on EPS. In the event, the
financial performance of Headway in the period has been stronger than expected
and the consequent EPS dilution less than anticipated. The acquisition is
expected to be modestly earnings enhancing in the full year and to make a
significant positive contribution in 2008. In strategic terms, the investment in
Headway represents a sizeable step forward in Empresaria's objective of creating
a balanced international specialist staffing group.

The underlying earnings growth in the Group has been driven by turnover up 64%
to £55.7m (2006: £33.9m), an increase in gross profit, or net fee income, of 52%
to £15.0m (2006: £9.9m) and an increase in pre-tax profit of 32% to £1.25m
(2006: £0.95m).

The organic turnover growth rate in the period was 19% and adjusted profit
before tax on the same basis grew by 19%.

Diluted earnings per share before IFRS transition adjustments were 2.1p (2006:
2.3p). Diluted earnings per share after IFRS transition adjustments were 2.0p.
There were no exceptional costs in the period.

Dividend

In line with previous years, the Board is not recommending the payment of an
interim dividend for the six months to 30 June 2007 (2006: nil).

Strategy

Empresaria's strategy is to develop an international specialist staffing group,
balanced in terms of sector, geographic and operational coverage, as well as
organic and acquisitive growth.

Strategic focus is concentrated on developing sustainable high growth at the
same time as managing business risk. The Group's approach is to apply a
combination of a management equity philosophy, a decentralised management
structure, a balanced business mix (between temporary and permanent staffing
operations as well as between industry sectors) and an international expansion
programme.

Each of the companies in the Group is run by experienced managers holding
significant equity stakes in their own businesses or alternatively in Empresaria
itself. The central group functions are focused on financial management and
group development. A combination of this equity philosophy and freedom of
operation attracts, motivates and retains good managers.

The diversification of investment across different operations, industry sectors
and geographies manages risks relating to individual people, clients, companies
and markets.

Empresaria has made significant progress in the development of its international
network of companies. In the six months to 30 June 2007, the international
subsidiaries contributed 33% to the Group's net fee income, compared to 19% for
the year ended 31 December 2006. With the acquisition of Headway in Germany and
with a continued focus on international expansion, it is expected that the
proportion of net fee income contributed by the Group's international businesses
will continue to increase significantly.

The Group has stated that its aim is to increase the proportion of net fee
income generated by temporary staffing. In line with this strategy, the Group
derived 62% of its net fee income for the six months to June from its temporary
operations, compared to 52% for the same period in 2006.

Operations

UK and Other

In total, turnover in the UK increased by 39% to £39.3m (2006: £28.3m) and net
fee income increased by 32% to £10.0m (2006: £7.6m). The UK operations saw
strong organic growth and improvement in earnings were recorded by all sectors.
In particular, the Property and Construction, Specialist Brands and the
Financial Services sectors performed well.

Within the Property and Construction sector, the FastTrack brand invested in
additional headcount and offices within the South East during 2006. As a result,
it has enjoyed a significant increase in its profitability and market share in
the first half of 2007.

Within Specialist Brands, Greycoat Placements, The Recruitment Business and
McCall enjoyed significant growth in comparison to the same period in 2006. The
Recruitment Business launched an office in Sydney in early 2007 which is already
beginning to contribute profits on a monthly basis.

The Financial Services brands continue to build on the improved trading enjoyed
during 2006. In particular, the investment banking and asset management brand,
LMa Recruitment, performed well. There has been no evidence to date of a
slowdown in demand for staff in the financial services sector following the
recent market turbulence.

Europe

In May 2007, Empresaria acquired Headway, a staffing business based in Munich,
Germany. Headway is a substantial operation and had 47 established branches
across southern Germany and the region at the beginning of 2007. Since then
Headway has opened a further 25 offices. The German staffing market remains one
of the most exciting in Europe with continuing strong growth in demand for
staffing services resulting from recent structural changes to the labour
markets. Following the acquisition of Headway, the Group is well placed to take
advantage of these market opportunities.

The ITC brand in Poland continues to perform in line with our expectations.
During 2007, management has made significant strides in developing the local
Polish market and also developed a customer base for Polish workers in France.

Asia

As in the case of Germany, Japan represents one of the highest growing staffing
markets in recent years with growth driven by liberalisation of the labour
markets. Our existing businesses in Japan continue to perform strongly and Japan
remains a strong focus of development. This is demonstrated by the decision to
invest in a new company in Japan in July of this year. The new start up
operation, Fines KK, is a temporary staffing company focussing on the retail
sector.

Outside of Japan, the main regional area of strong organic growth is South East
Asia. Further investment was made in the period in start up operations in
Malaysia, Singapore and the Philippines, all operating under the Monroe brand.
In addition, Advanced Career Indonesia, an HR outsourcing operation, has
established three new regional branch offices in the country. In March the Group
acquired a 51% stake in PT Learning Resources Indonesia, a training company
specialising in the provision of training to call centre and customer service
staff and with a complementary client base to the Group's existing operations.

US

The US is the largest individual international staffing market. Empresaria
invested in a small start up business in 2005, Gerard Stewart, holding a 40%
stake with an option to increase this to 60%. In the light of underlying
concerns about the economic outlook in the US combined with sellers' valuation
expectations, the Group is content to maintain but not presently to increase its
investment in the US. Although the dividend distribution from Gerard Stewart has
more than covered the initial investment, the relatively low growth expectations
for this business has led to the decision not to increase the existing equity
stake from the current 40% holding.

Empresaria's businesses outside the UK contributed in total £16.4m of turnover
(2006: £4.5m) and £5.0m of net fee income (2006: £2.1m).


IFRS Transition

In compliance with AIM requirements, Empresaria has adopted International
Financial Reporting Standards (IFRS) for the first time in these interim
financial statements. The IFRS accounting policies adopted are consistent with
those to be used for the Group's financial statements as at 31 December 2007.

The key impact on the Group's results is that goodwill is no longer amortised
but subject to an annual impairment review.

The Board has adjusted the trading results to remove the effect of the amortised
goodwill charge. For the 6 month period to 30 June 2006 this amounted to
£342,000 and for the 12 month period to 31 December 2006 £762,000.

Please refer to note 5 of the accounts to understand the key adjustments
implemented to ensure compliance with and transition to IFRS for the Group's
reporting purposes.

Prospects

The Group continued to perform strongly over the first six months of 2007 and,
as Empresaria has historically traded better in the second half of the year, it 
is anticipated that this trend will continue in 2007, particularly when
augmented by a full six months' contribution from Headway. Organic growth 
continues to be driven by established operations supplemented increasingly by
recent start-ups and complementary acquisitions.

The acquisition of Headway is a transformational investment that is expected to
have a material positive impact on the financial performance of the Group.

Considerable reinvestment has been made during the period for future organic
growth which will benefit the long term growth prospects of the Group.

Tony Martin
Chairman
13 September 2007


Consolidated interim income statement

                         6 months to       6 months to                 Year to 
                        30 June 2007      30 June 2006        31 December 2006
                  Note         £'000             £'000                   £'000
                         (unaudited)       (unaudited)             (unaudited)

Revenue                       55,677               33,900               75,459
Cost of sales                (40,686)             (23,986)             (53,619)
                           ---------              --------            --------
Gross profit                  14,991                9,914               21,840

Administrative costs         (13,345)              (8,760)             (18,335)
                           ---------              -------             --------
Operating profit               1,646                1,154                3,505

Finance income                     -                    -                    -
Finance costs                   (308)                (168)                (408)
Movements in fair                  -                    -                    -
value of financial 
assets
                           ---------             --------            ---------
Net finance                     (308)                (168)                (408)
income/ (cost)

Share of operating
loss from associates             (91)                 (38)                (203)

                           ---------             --------            ---------
Profit before tax              1,247                  948                2,894
Income tax expense              (437)                (282)                (828)
                           ---------             --------            ---------
Profit for the period            810                  666                2,066
                           =========             ========            =========

Attributable to:
Equity holders of the parent     529                  503                1,558
Minority interest                281                  163                  508
                           ---------             --------            ---------
                                 810                  666                2,066
                           =========             ========            =========

Earnings per share:
Basic and diluted     3          2.0                  2.2                  6.7
                           =========             ========            =========

All results for the Group are derived from continuing operations in both the
current and preceding periods.

Consolidated interim balance sheet

                        30 June 2007         30 June 2006     31 December 2006
                               £'000                £'000                £'000
                          (unaudited)          (unaudited)          (unaudited)

ASSETS

Non-current assets
Property, plant and 
  equipment                    1,662                  648                  790
Goodwill                      20,068                9,014               10,346
Other intangible assets        3,379                    -                    -
Investments in associates        941                  590                  582
Deferred tax assets              493                   95                  334
                              ------             --------             --------
                              26,543               10,347               12,052
                             -------             --------             --------
Current assets
Trade and othe
receivables                   23,691               13,777               11,229
Cash and cash                  4,678                2,135                3,342
equivalents
                             -------             --------             --------
                              28,369               15,912               14,571
                             -------             --------             --------
Total assets                  54,912               26,259               26,623
                             =======             ========             ========

LIABILITIES

Current liabilities
Trade and other payables      20,833                9,130                9,388
payables
Short-term borrowings          3,981                4,051                2,569
Current portion of 
long-term borrowings           1,962                  245                  989
Current tax payable              774                  924                  798
                             -------              -------               ------
                              27,550               14,350               13,744
                             -------              -------               ------
Non-current liabilities
Long-term borrowings               -                1,200                1,038 
Deferred tax liabilities       1,085                   65                  125
Other non-current
liabilities                    1,863                  123                  163
                             -------             --------              -------
Total non-current
liabilities                    2,948                1,388                1,326
                             -------             --------              -------
Total liabilities             30,498               15,738               15,070
                             -------             --------              -------
Net assets                    24,414               10,521               11,553
                             =======             ========              =======

EQUITY

Equity attributable to equity holders of the parent 

Share capital                  1,667                1,175                1,193
Share premium account         16,694                4,980                5,185
Merger reserve                 1,539                1,539                1,539
Profit and loss account        3,448                1,970                2,922
Translation reserve             (179)                 (22)                 (28)
Fair value movements in
financial instruments            (65)                 (74)                 (78)
                              ------              -------              -------
                              23,104                9,568               10,733
Minority interest              1,310                  953                  820
                              ------              -------              -------
Total equity                  24,414               10,521               11,553
                             =======              =======              =======

Consolidated interim statement of recognised income and expense

                                  6 months to   6 months to              Year to 
                                 30 June 2007  30 June 2006     31 December 2006
                           Note         £'000         £'000                £'000
                                   (unaudited)   (unaudited)         (unaudited)

Available-for-sale investments:
   Valuation gains/(losses) 
   taken to equity                         13           (74)                (78)

Exchange differences on 
Goodwill for foreign operations          (124)            -                   -
Exchange differences on 
translation of foreign operations         (27)          (22)                (28)
Exchange differences on 
translation of foreign operations
attributed to Minority                    (18)            -                   -
Tax on items taken directly 
to or transferred from equity              (3)           20                  23

                                        -----        ------             -------
Net income recognised
directly in equity                       (159)          (76)                (83)
Profit for the period                     810           666               2,066
Dividend paid                               -             -                (106)
                                        -----        ------             -------
Total recognised income and
expense for the period                    651           590               1,877
                                        =====        ======             =======

Attributable to:
Equity holders of the parent              388           427               1,369
Minority interest                         263           163                 508

                                       ------        ------              ------
                                          651           590               1,877
                                       ======        ======              ======

Minority Interest statement
                                  6 months to   6 months to             Year to 
                                 30 June 2007  30 June 2006    31 December 2006
                           Note         £'000         £'000               £'000
                                   (unaudited)   (unaudited)         (unaudited)

Income / (Expense) recognised
for the period as above                   263           163                 508
Changes due to acquisition
during the period                         386            84                (122)
Dividend paid to Minority                (159)          (61)               (333)
                                       ------        ------              ------
Movement recognised in                    490           186                  53
Minority
                                       ------       -------              ------

Consolidated interim cash flow statement

                                  6 months to   6 months to             Year to
                                 30 June 2007  30 June 2006    31 December 2006
                                        £'000         £'000               £'000
                                   (unaudited)   (unaudited)         (unaudited)

Cash flows from operating activities
Profit after taxation                     810           666               2,066
Adjustments for:
Depreciation                              200           167                 337
Tax recognised in profit & loss           437           282                 828
Share of losses in associates              91            38                 203
Interest expense                          308           168                 408
Increase in trade receivables            (529)       (3,424)               (940)
(Decrease) / increase in trade payables  (150)        2,390               2,253
                                      -------       -------             -------
Cash generated from operations          1,167           287               5,155
Interest paid                            (308)         (168)               (408)
Income taxes paid                        (333)         (245)               (739)
                                      -------       -------             -------
Net cash from / (used in)                 526          (126)              4,008
operating activities
                                      -------      --------            --------
Cash flows from investing activities
Acquisition of subsidiaries net 
of cash acquired                      (10,660)         (740)             (2,060)
Investment in associates                 (401)         (593)               (694)
Purchase of property, plant 
and equipment                            (286)         (298)               (528)
                                      -------      --------            --------
Net cash from                        (11,347)       (1,631)             (3,282)
investing activities
                                      -------      --------             -------

Cash flows from financing activities
Proceeds from issue of share capital   11,615           905                 905
Proceeds from long-term borrowings          -             -                 725
Proceeds from short-term borrowings     1,710             -                   -
Payment of long term loan                (108)         (105)               (247)
(Decrease) / Increase in factoring 
borrowings                               (901)          748                (733)
Dividends paid                              -             -                (106)
Dividends paid to minority 
shareholders in subsidiary
undertakings                             (159)          (61)               (333)
                                       ------       -------              ------
Net cast from financing                12,157         1,487                 211
activities
                                      -------       -------              ------

Net increase/(decrease) in 
cash and cash equivalents               1,336          (270)                937
Cash and cash equivalents 
at beginning of period                  3,342         2,405               2,405
                                      -------       -------              ------
Cash and cash equivalents               4,678         2,135               3,342
at end of period
                                      =======      ========             =======

Notes to the consolidated interim financial statements

1  General information

Empresaria Group plc is the Group's ultimate parent company. It is incorporated
and domiciled in Great Britain. The address of Empresaria Group plc's registered
address is Peveril Court, 6-8 London Road, Crawley, West Sussex RH10 8JE. Its
shares are listed on AIM, a market of London Stock Exchange plc.

These consolidated interim financial statements have been approved for issue by
the Board of Directors on 13 September 2007.

The financial information set out in this interim report does not constitute
statutory accounts as defined in Section 240 of the Companies Act 1985. The
Group's statutory financial statements for the year ended 31 December 2006,
prepared under UK GAAP, have been filed with the Registrar of Companies. The
auditor's report on those financial statements was unqualified and did not
contain a statement under Section 237(2) of the Companies Act 1985.

2  Basis of preparation

These consolidated interim financial statements are for the six months ended
30 June 2007. They have been prepared in accordance with the requirements of
IFRS 1 'First-time Adoption of International Financial Reporting Standards'
relevant to interim reports, because they are part of the period covered by the
Group's first IFRS financial statements for the year ended 31 December 2007.
They do not include all of the information required for full annual financial
statements, and should be read in conjunction with the consolidated financial
statements of the Group for the year ended 31 December 2006.

These financial statements have been prepared under the historical cost
convention, except for revaluation of certain financial instruments.

These consolidated interim financial statements are presented in Pounds Sterling
(£), which is also the functional currency of the parent company.

These consolidated interim financial statements have been prepared in accordance
with the accounting policies which are based on the recognition and measurement
principles of IFRS in issue as adopted by the European Union (EU) and are
effective at 31 December 2007 or are expected to be adopted and effective at
31 December 2007, the Group's first annual reporting date at which it is
required to use IFRS accounting standards adopted by the EU.

Empresaria Group plc's consolidated financial statements were prepared in
accordance with United Kingdom Accounting Standards (United Kingdom Generally
Accepted Accounting Practice) until 31 December 2006. The date of transition to
IFRS was 1 January 2006. The comparative figures in respect of 2006 have been
restated to reflect changes in accounting policies as a result of adoption of
IFRS. The disclosures required by IFRS 1 concerning the transition from UK GAAP
to IFRS are given in the reconciliation schedules, presented and explained in
note 5.

The accounting policies have been applied consistently throughout the Group for
the purposes of preparation of these consolidated interim financial statements.

3  Earnings per share

Basic and diluted 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.

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.

Reconciliations of the earnings and weighted average number of shares used in
the calculations are set out below.

                                   6 months to   6 months to            Year to 
                                  30 June 2007  30 June 2006   31 December 2006
                                    (unaudited)   (unaudited)        (unaudited)

Profit after tax attributable
to Equity share holders of the             529           503              1,558
parent (£'000)
Weighted average number             26,572,580    22,478,049         23,102,238
of shares Basic and diluted
earnings per share (pence)                 2.0           2.2                6.7
                                    ==========   ===========       ===========

Adjusted earnings per share
                                   6 months to   6 months to           Year to 
                                  30 June 2007  30 June 2006  31 December 2006
                                         £'000         £'000             £'000
                                    (unaudited)   (unaudited)       (unaudited)

Profit before tax                        1,247           948              2,894
Income tax expense                        (437)         (282)              (828)
Add back:
Recognition of pre-acquisition 
deferred tax asset against                   -             -                100
goodwill under IFRS
Recognition of deferred tax
liability on amortisation
on purchased goodwill under IFRS            28            32                65
Minority interests (*)                    (289)         (170)             (562)
                                        ------         -----             -----
Adjusted profit after tax and
minority interests                         549           528             1,669
                                       =======        ======            ======

Adjusted earnings per share (pence)        2.1           2.3               7.2
                                      ========       =======           =======


(*) Adjusted as necessary for minority interest impact from add backs under
IFRS.

4        Dividends

The directors do not propose the payment of a dividend for the period.

5        Explanation of transition to IFRS

As stated in the Basis of Preparation, these are the Group's first consolidated
interim financial statements for part of the period covered by the first IFRS
annual consolidated financial statements which will be prepared in accordance
with IFRS.

An explanation of how the transition from UK GAAP to IFRS has affected the
Group's financial position, financial performance and cash flows is set out
below.

IFRS 1 permits companies adopting IFRS for the first time to take certain
exemptions from the full requirements of IFRS in the transition period. These
interim financial statements have been prepared on the basis of taking the
following exemptions:

• Business combinations prior to 1 January 2006, the Group's date of
transition to IFRS, have not been restated to comply with IFRS 3 'Business
Combinations'. Goodwill arising from these business combinations of £7,981,000
has not been restated;

• Cumulative translation differences on foreign operations are deemed
to be nil at 1 January 2006. Any gains and losses recognised in the consolidated
income statement on subsequent disposal of foreign operations will exclude
translation differences arising prior to the transition date; and

• The entity has elected not to apply IAS 21 'The Effects of Changes
in Foreign Exchange Rates' retrospectively to goodwill and fair value
adjustments arising on business combinations before the Group's date of
transition to IFRS. Such goodwill and fair value adjustments are not treated as
foreign currency assets and so are not retranslated at each reporting date.

Reconciliation of equity at 1 January 2006 - unaudited

                          UK GAAP       a       b       c       d      e    IFRS
                            £'000   £'000   £'000   £'000   £'000  £'000   £'000
Non-current assets
Property, plant and
equipment                     535       -       -       -       -      -     535
Goodwill                    7,981       -       -       -       -      -   7,981
Other intangible assets         -       -       -       -       -      -       -
Investments in associated      39       -       -       -       -      -      39
Other financial assets          -       -       -       -       -      -       -
Deferred tax assets             -       -       -     169       -      -     169
Current assets
Trade and other 
receivables                10,169       -       -   (164)       -      -  10,005
Cash and cash               2,405       -       -       -       -      -   2,405
equivalents
Current liabilities
Trade and other payables  (6,754)       -       -       -       -      - (6,754)
Short-term borrowings     (3,302)       -       -       -       -      - (3,302)
Current portion of 
long-term borrowings        (225)       -       -       -       -      -   (225)
Current tax payable         (711)       -       -       -       -      -   (711)
Non-current liabilities
Long-term borrowings      (1,326)       -       -       -       -      - (1,326)
Deferred tax liabilities        -       -       -     (5)       -      -     (5)
Other non-current 
liabilities                 (123)       -       -       -       -      -   (123)
                           ------    ----    ----    ----    ----   ----  -----  
Net assets                 8,688        -       -       -       -      -   8,688
                           =====     ====    ====    ====    ====   ====  ======

Equity 
Share capital              1,113        -       -       -       -      -   1,113
Share premium account      3,822        -       -       -       -      -   3,822
Merger reserve             1,539        -       -       -       -      -   1,539
Profit and loss account    1,447        -       -       -       -      -   1,447
Translation reserve            -        -       -       -       -      -       -
Fair value movements in        -        -       -       -       -      -       -
financial instruments
Minority interest            767        -       -       -       -      -     767
                          ------     ----    ----    ----    ----   ----   -----
Total equity               8,688        -       -      -        -      -   8,688
                          ======     ====    ====    ====    ====   ====   =====


Reconciliation of equity at 30 June 2006 - unaudited

                         UK GAAP        a       b       c       d      e    IFRS
                           £'000    £'000   £'000   £'000   £'000  £'000   £'000

Non-current assets
Property, plant and
equipment                    648        -       -       -       -      -     648
Goodwill                   8,672      342       -       -       -      -   9,014
Other intangible assets        -        -       -       -       -      -       -
Investments in               664        -       -       -       -   (74)     590
associates
Other financial assets         -        -       -       -       -      -       -
Deferred tax assets            -        -       -      73       -     22      95
Current assets
Trade and other 
receivables               13,817        -       -    (40)       -      -  13,777
Cash and cash              2,135        -       -       -       -      -   2,135
equivalents
Current liabilities
Trade and other payables (9,130)        -       -       -       -      - (9,130)
Short-term borrowings    (4,051)        -       -       -       -      - (4,051)
Current portion of 
long-term borrowings       (245)        -       -       -       -      -   (245)
Current tax payable        (924)        -       -       -       -      -   (924)
Non-current liabilities
Long-term borrowings     (1,200)        -       -       -       -      - (1,200)
Deferred tax liabilities       -        -       -    (33)    (32)      -    (65)
Other non-current
liabilities                (123)        -       -       -       -      -   (123)
                          ------     ----    ----    ----    ----   ---- ------
Net assets                10,263      342       -       -     (32)  (52)  10,521
                          ======     ====    ====    ====    ====   ====  ======  

Equity
Share capital              1,175        -       -       -       -      -   1,175
Share premium account      4,980        -       -       -       -      -   4,980
Merger reserve             1,539        -       -       -       -      -   1,539
Profit and loss account    1,664      309       -       -     (25)    22   1,970
Translation reserve         (22)        -       -       -       -      -    (22)
Fair value movements
in financial instruments       -        -       -       -       -   (74)    (74)
Minority interest            927       33       -       -     (7)      -     953
                          ------     ----   -----    ----    ----   ----  ------   
Total equity              10,263      342       -       -    (32)   (52)  10,521
                          ======    =====   =====    ====    ====   ====  ======


Reconciliation of equity at 31 December 2006 - unaudited

                        UK GAAP         a       b       c       d      e    IFRS
                          £'000     £'000   £'000   £'000   £'000  £'000   £'000
Non-current assets
Property, plant and
equipment                   790         -       -       -       -      -     790
Goodwill                  9,684       762    (100)      -       -      -  10,346
Other intangible assets       -         -       -       -       -      -       -
Investments in associates   660         -       -       -       -   (78)     582
Other financial assets        -         -       -       -       -      -       -
Deferred tax assets           -         -       -     311       -     23     334
Current assets
Trade and other
receivables              11,480         -       -   (251)       -      -  11,229
Cash and cash             3,342         -       -       -       -      -   3,342
equivalents
Current liabilities
Trade and other 
payables                (9,388)         -       -       -       -      - (9,388)
Short-term borrowings   (2,569)         -       -       -       -      - (2,569)
Current portion of 
long-term borrowings      (989)         -       -       -       -      -   (989)
Current tax payable       (798)         -       -       -       -      -   (798)
Non-current liabilities
Long-term borrowings    (1,038)         -       -       -       -      - (1,038)
Deferred tax liabilites       -         -       -    (60)    (65)      -   (125)
Other non-current 
liabilities                (163)        -       -       -       -      -   (163)
                         ------      ----    ----    ----    ----   ----  ------
Net assets               11,011       762   (100)      -     (65)  (55)   11,553
                         ======      ====   =====    ====    =====  ====  ====== 

Equity
Share capital             1,193         -       -       -        -     -   1,193
Share premium account     5,185         -       -       -        -     -   5,185
Merger reserve            1,539         -       -       -        -     -   1,539
Profit and loss account   2,313       696    (60)      -       (50)   23   2,922
Translation reserve        (28)         -       -       -        -     -    (28)
Fair value movements in
financial instruments         -         -       -       -        -  (78)    (78)
Minority interest           809        66    (40)      -      (15)    -      820
                         ------     -----   -----    ----    -----  ----  ------  
Total equity             11,011       762   (100)      -      (65)  (55)  11,553
                         ======     =====   =====    ====    =====  ====  ======


Reconciliation of profit for the 6 months ended 30 June 2006 - unaudited

                        UK GAAP         a       b       c        d     e    IFRS
                          £'000     £'000   £'000   £'000    £'000 £'000   £'000

Revenue                  33,900         -       -       -        -     -  33,900
Cost of sales          (23,986)         -       -       -        -     -(23,986)
                        -------    ------   -----   -----    ----- ----- ------- 
Gross profit              9,914         -       -       -        -     -   9,914

Administrative costs    (9,102)       342       -       -        -     - (8,760)
                        -------    ------   -----   -----    ----- ----- ------- 
Operating profit            812       342       -       -        -     -   1,154
Finance income                -         -       -       -        -     -       -
Finance costs             (168)         -       -       -        -     -   (168)
Movements in fair value       -         -       -       -        -     -       -
financial instruments 
                       --------    ------   -----   -----    ----- ----- -------  
Net finance
income/(cost)            (168)          -       -       -        -     -   (168)
Share of profit of
associates                (38)          -       -       -        -     -    (38)
                       -------     ------   -----   -----    ----- ----- ------  
Profit before tax          606        342       -       -        -     -     948

Income tax expense       (250)          -       -       -     (32)    -    (282)
                       -------     ------   -----   -----    ----- -----  ------
Profit for the period      356        342       -       -     (32)     -     666
                       =======     ======   =====   =====   ====== =====  ======          

Attributable to:
Equity holders of 
the parent                 219        309       -       -     (25)     -     503
Minority interest          137         33       -       -      (7)     -     163
                       -------     ------   -----   -----   ------ ----- -------    
                           356        342       -       -     (32)     -     666
                       =======     ======   =====   =====   ====== ===== =======


Reconciliation of profit for the year to 31 December 2006 - unaudited

                      UK GAAP           a       b       c        d     e    IFRS
                        £'000       £'000   £'000   £'000    £'000 £'000   £'000

Revenue                75,459           -       -       -        -     -  75,459
Cost of sales        (53,619)           -       -       -        -     -(53,619)
                      -------       -----   -----   -----    -----  ---- -------   
Gross profit           21,840           -       -       -        -     -  21,840

Administrative costs (19,097)         762       -       -        -     -(18,335)
                      -------       -----   -----   -----    -----  ---- -------    
Operating profit        2,743         762       -       -        -     -   3,505
Finance income              -           -       -       -        -     -       -
Finance costs           (408)           -       -       -        -     -   (408)
Movements in fair           -           -       -       -        -     -       -
value of financial 
instruments
                      -------      ------   -----  ------    -----  ----  ------       
Net finance
income/(cost)           (408)           -       -       -        -     -   (408)
Share of profit of
associates              (203)           -       -       -        -     -   (203)
                      -------      ------   -----  ------    -----  ----  ------
Profit before tax       2,132         762       -       -        -     -   2,894

Income tax expense      (663)           -   (100)       -     (65)     -   (828)
                      -------      ------   -----  ------    -----  ----  ------  
Profit for the period   1,469         762   (100)       -     (65)     -   2,066
                      =======      ======   =====  ======    =====  ====  ======  

Attributable to:
Equity holders 
of the parent             972         696    (60)       -     (50)     -   1,558
Minority interest         497          66    (40)       -     (15)     -     508
                        -----        ----   -----    ----    -----  ----  ------ 
                        1,469         762   (100)       -     (65)     -   2,066
                        =====        ====   =====    ====    =====  ====  ====== 


Notes to the reconciliations

a)        Non-amortisation of goodwill

b)       Reduction in goodwill for subsequently recognise deferred tax assets

c)        Grossing up if deferred tax - £nil profit/(loss) impact

d)       Impact on deferred tax of non amortisation of purchased goodwill

e)        Initial and/or fair market valuation of financial instruments

Application of IFRS has resulted in reclassification of certain items in the
cash flow statement as follows:

(i) under UK GAAP, payments to acquire property, plant and equipment were
classified as part of 'Capital expenditure and financial investment'. Under
IFRS, payments to acquire property, plant and equipment have been classified as
part of 'Investing activities'.

(ii) income taxes of £245,000 and £739,000 paid through June 2006 and December
2006 are classified as operating cash flows under IFRS, but were included in a
separate category of tax cash flows under previous GAAP.

There are no other material differences between the cash flow statement
presented under IFRS and the cash flow statement presented under UK GAAP.





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