Sale of non-core subsidiary

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

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

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

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

Related Party Transaction

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