REG - FDM Group plc - Half-year Report
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RNS Number : 0835T FDM Group (Holdings) plc 30 July 2025
FDM Group (Holdings) plc
Interim Results
FDM Group (Holdings) plc ("the Company") and its subsidiaries (together "the
Group" or "FDM"), today announces its results for the six months ended 30 June
2025.
Highlights
30 June 2025 30 June 2024 % change
Revenue £97.3m £140.2m -31%
Adjusted operating profit(1) £9.1m £17.4m -48%
Profit before tax £8.0m £15.5m -48%
Adjusted profit before tax(1) £9.0m £17.7m -49%
Basic earnings per share 5.7p 10.3p -45%
Adjusted basic earnings per share(1) 6.3p 11.7p -46%
Cash flows generated from operations £12.6m £15.9m -21%
Cash position at period end £34.6m £36.9m -6%
Cash conversion(2) 155% 104% +50%
Adjusted cash conversion(2) 155% 103% +50%
Share-based payment expenses £0.0m £0.1m n/a
Exceptional administrative expenses £1.0m £2.1m -52%
Effective income tax rate 22.0% 27.5% -20%
Interim dividend per share 6.0p 10.0p -40%
· After an initial improvement during the first quarter,
escalating trade tensions and newly-heightened macroeconomic and geopolitical
uncertainties from early April, as highlighted in the Annual General Meeting
statement in May 2025, saw the Group's activity levels revert to the lower
rates seen in the second half of 2024.
· Revenue decreased by 31% to £97.3 million (2024: £140.2
million) and profit before tax decreased by 48% to £8.0 million (2024: £15.5
million).
· Consultants assigned to clients at week 26(3) were 37% lower
than the corresponding period at 2,173 (week 26 2024: 3,469) and 16% lower
than at the end of 2024 (week 52 2024: 2,578). The split by region was: UK
1,013 (week 26 2024: 1,284); North America 447 (week 26 2024: 1,162); EMEA 225
(week 26 2024: 326); and APAC 488 (week 26 2024: 697).
· Consultant utilisation rate(4) for the six months to 30 June
2025 was broadly unchanged from the prior period at 91.6% (2024: 91.5%). We
continued the programme initiated during 2024 to align available resource with
market demand. Consultant recruitment and the number of Consultants in our
Skills Lab reduced and coaching completions in the period were 424 (2024:
466).
· We incurred exceptional costs of £1.0 million (2024: £2.1
million) as we continued to align our internal staff and available resource to
market demand.
· We maintain a robust balance sheet, with £34.6 million cash at
30 June 2025 (2024: £36.9 million) and no debt.
· Cash conversion increased to 155% during the first six months
of 2025 (2024: 104%) bolstered by strong cash collection. Adjusted cash
conversion(2) was 155% (2024: 103%).
· On 29 July 2025, the Board declared an interim dividend of 6.0
pence per ordinary share (2024: 10.0 pence), which will be payable on 14
November 2025 to shareholders on the register on 24 October 2025.
(1) The adjusted operating profit and adjusted profit before tax are
calculated before: i) Share Plan expenses of £nil million (2024: £0.1
million); and ii) exceptional costs of £1.0 million (2024: £2.1 million) as
we continued to align our internal staff and available resource with market
demand. The adjusted basic earnings per share is calculated before the impact,
net of tax, of: i) Share Plan expenses (including associated deferred tax);
and ii) exceptional costs of £1.0 million (2024: £2.1 million).
(2) Cash conversion is calculated by dividing cash flows generated from
operations by operating profit. The adjusted cash conversion is calculated by
dividing cash flows generated from operations by operating profit adjusted for
Share Plan expenses of £nil million as this is a non-cash item (2024: £0.1
million).
(3) Week 26 in 2025 commenced on 30 June 2025 (2024: week 26 commenced on 24
June 2024; week 52 commenced on 30 December 2024).
(4) The business uses the metric 'Consultant utilisation' to monitor all
deployed Consultants. Utilisation rate is calculated as the ratio of the cost
of deployed Consultants to the total Consultant payroll cost.
Rod Flavell, Chief Executive Officer, commented:
"The six-month period to 30 June 2025 saw the Group's activity levels
fluctuate, improving through the earlier months as global economic and
geopolitical uncertainty reduced, but then from early April reverting to
levels seen in the second half of 2024, as uncertainty returned.
Our engagement with our clients remains positive and there are many ongoing
conversations regarding future deployments and projects. However, the inherent
lack of certainty and confidence in many of our end markets is resulting in
much-lengthened timelines, with client procurement processes elongated and
commercial decisions frequently delayed or deferred. Consequently, the Board
anticipates that the outcome for the year as a whole will be significantly
lower than its previous expectations.
The Group is making good progress in equipping its Consultants with the
appropriate skills and knowledge in the various AI tools, methodologies and
advancements, and we believe that the opportunities presented in this space
will grow over time.
The Board retains its prudent stance on fixed costs, Consultant recruitment
and discretionary spend. However, we need to remain sufficiently agile to meet
client demand in the present and the future as conditions improve.
Consequently, we have adjusted our capacity and fixed cost base appropriately,
to align with current market conditions while retaining sufficient ability to
respond to any signs of end market improvement.
Across our geographies and sectors there remain some brighter spots, with our
Australian operations performing well, our UK Public Sector business
maintaining its resilience and our growing presence in the retail and
insurance sectors showing promise. Elsewhere, across banking and finance,
while there is reason for limited optimism, it seems likely that we will not
know the direction of travel of client intent until later in the second half
of the year.
The Group has a robust balance sheet, no debt and an experienced Board and
management team. While current market uncertainties make the immediate outlook
very difficult to predict, we remain optimistic about FDM's opportunities for
growth over the longer term."
Enquiries
For further information:
FDM Rod Flavell - CEO 0203 056 8240
Mike McLaren - CFO 0203 056 8240
Nick Oborne 07850 127526
(financial public relations)
Forward-looking statements
This Interim Report contains statements which constitute "forward-looking
statements". Although the Group believes that the expectations reflected in
these forward-looking statements are reasonable at the time they are made, it
can give no assurance that these expectations will prove to be correct.
Because these statements involve risks and uncertainties, actual results may
differ materially from those expressed or implied by these forward-looking
statements. Subject to any requirement under the Disclosure Guidance and
Transparency Rules or other applicable legislation, regulation or rules, the
Group does not undertake any obligation to update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise. Neither shareholders nor prospective shareholders should
place undue reliance on forward-looking statements, which speak only as of the
date of this Interim Report.
Inside information
This Interim Report contains inside information for the purposes of Article 7
of the UK Market Abuse Regulation.
We are FDM
FDM is a global business and technology consultancy powering the people behind
tech and innovation.
For over 30 years we have helped our clients navigate the latest trends in
technology and operations while maintaining and supporting their current and
legacy systems.
Our business model is focused on coaching and deploying committed, energetic
and self-motivated Consultants equipped with skills across five Practices:
· Software Engineering;
· Change & Transformation;
· Data & Analytics;
· IT Operations; and
· Risk, Regulation & Compliance ("RRC").
Within these five core areas of specialism Consultants experience multiple
interconnected sprints within our Skills Labs, building a versatile and
adaptable Consultant workforce.
Our purpose
We aim to deliver client-led, sustainable, profitable growth on a consistent
basis, through our well-established Consultant model:
· Identify talented individuals - through our programmes:
Graduates, Ex-Forces, Returners and Apprentices.
· Develop individuals through our Skills Labs - where our
Consultants access expertise, up-skilling and re-skilling as part of their
continual learning and career development.
· Grow our client presence profitably - we look to create new
opportunities to deploy our Consultants amongst our developing client base and
into other markets and territories.
· Identify and fill our clients' skills gaps - we focus on
understanding and anticipating our clients' requirements and market trends, to
ensure that we can add value in the areas where our clients need it most,
provide opportunities to our Consultants, and deliver sustainable profitable
growth for our shareholders.
· Create a long-term sustainable global business - we aim to have
a beneficial impact on the communities in which we operate. We are aware of
our responsibility towards our clients, our suppliers, and all of our other
stakeholders, while working to minimise our impact on the environment.
· Engage, retain, recognise and energise internal employees - to
support, enhance and grow the business to deliver our Consultant model.
Interim Management Review
Overview
After signs of an initial improvement during the first quarter, escalating
trade tensions and newly-heightened macroeconomic and geopolitical
uncertainties from early April, as highlighted in the Annual General Meeting
statement in May 2025, saw the Group's activity levels revert to the lower
rates seen in the second half of 2024. Revenue for the six-month period ending
30 June 2025 was 31% lower (29% lower on a constant currency basis) at £97.3
million (2024: £140.2 million) and we delivered adjusted profit before tax
for the first half of £9.0 million, down 49% on the equivalent period in 2024
of £17.7 million.
The number of Consultants placed with clients at week 26 was 2,173, 37% lower
than week 26 2024 and 16% lower than week 52 2024. To ensure our available
resource remains sufficiently aligned to client demand, our levels of
experienced Consultant resource and Consultant recruitment remained closely
managed during the first half, resulting in reductions in recruitment and
coaching completions in comparison with the period to 30 June 2024 and an
increase in the proportion of experienced Consultants remaining with FDM
beyond two years.
We maintain our prudent stance on managing the Group's cost base. During the
first half, the Group incurred exceptional costs of £1.0 million (2024: £2.1
million), as a result of the Group taking measures to align the number of
undeployed Consultants and internal staff with current market demand.
The Group is making good progress in equipping its Consultants with the
appropriate skills and knowledge in the various AI tools, methodologies and
advancements, and we believe that the opportunities presented in this space
will grow over time.
The Group's balance sheet remains robust with cash balances at 30 June 2025 of
£34.6 million (30 June 2024: £36.9 million). The Group has no debt.
Strategy
FDM's strategy remains to deliver customer-led, sustainable, profitable growth
on a consistent basis through our established and proven business model. For
over 30 years we have helped our clients navigate the latest trends in
technology and operations while maintaining and supporting their current and
legacy systems. Our business model has been developed to support the effective
delivery of our strategy. The agility of FDM's business model means we can
respond promptly and appropriately to changing market conditions.
(i) Attract and develop talented Consultants
With challenging market conditions continuing, our levels of Consultant
recruitment remain under close review to ensure that our available resource
aligns, as far as practicable, with client demand across our operating
locations. A key strength of our business model is that it allows us to flex
recruitment and coaching and react quickly to changing levels of client
demand, while at the same time continuing to manage our workforce so that we
are well positioned to capitalise on opportunities when conditions improve. We
delivered a reduced 424 coaching completions in the first half of the year
(2024: 466).
The strength of our University Partner relationships and our Ex-Forces and
Returners Programmes will enable us to increase recruitment and training when
market conditions and client demand improve. We continued to generate high
numbers of applications across all our operating locations with applicants
seeking the benefits of FDM's market-leading, flexible coaching. We have an
excellent pipeline of assessed candidates, looking to join our Skills Labs as
and when we see an uptick in market demand.
(ii) Invest in state-of-the-art Skills Labs to provide expert
training
The FDM Practices methodology, introduced in 2024, enhances our ability to
respond to clients' needs as they look for more specific, detailed and nuanced
skillsets within each job role. We continue to use a dynamic, skills-based,
experiential model. Consultants are subject to continuous assessment as they
complete core and specialised sprints (designed with the knowledge of client
requirements) which are led by our highly-skilled coaches within our Pods,
utilising industry leading third party assessment and AI tools.
The FDM Practices methodology enables our Consultants to develop into
experienced professionals with skills across multiple capabilities, delivering
maximum value to our clients as they seek to stay ahead of the latest tech
trends.
The FDM Practices comprise five areas of specialism, as follows:
Software Engineering Change & Transformation Data & IT Operations Risk, Regulation & Compliance
Analytics
Our Software Engineers are skilled in using the latest technology and methods Our Change and Transformation specialists learn to guide organisations through Our Data and Analytics specialists excel at finding valuable insights in data, Our IT Operations specialists are focused on keeping complex IT systems Our RRC specialists develop skills in managing risk and ensuring compliance
to create, test and maintain software that is strong, scalable, and tailored periods of significant change, mastering project management, problem-solving using advanced tools such as business intelligence and machine learning, running smoothly and securely, mastering tasks such as system administration, with rules and standards, protecting organisations' reputation and trust with
to clients' needs. and agile methods to ensure success. helping clients to make smart decisions and stay competitive. network management, and cybersecurity. stakeholders.
(iii) Grow and diversify our client base
We continue to deliver the highest level of service to our clients and work
closely with them to meet their requirements. Client diversification remains a
key part of our strategy and we secured 21 new clients in the period (2024:
29), of which 15 were in the UK, 1 in North America, 5 in APAC and none in
EMEA. Of these new clients, 14 were secured from outside the financial
services sector (2024: 18 outside the financial services sector).
(iv) Expand our geographic presence through sustainable and
efficient means
The expansion of our geographic presence remains a key customer-led driver for
the Group. While the predominantly remote delivery of our Skills Lab coaching
allows us to reduce the size and cost of our physical footprint worldwide, we
retain a strong management and sales presence across all our main operating
regions, as we focus on delivering sustainable growth across the Group as and
when market conditions improve.
Our Markets
UK
Revenue for the six-month period to 30 June 2025 decreased by 14% to £46.2
million (2024: £54.0 million). Consultants deployed at week 26 were 1,013, a
decrease of 21% from 1,284 at week 26 2024 (week 52 2024: 1,056). Adjusted
operating profit decreased to £7.1 million (2024: £7.8 million).
Challenging market conditions persisted into the first half of 2025 and the
mix of our Consultant population continues to be elevated towards more
experienced resource as clients manage reduced budgets restricting them from
both taking on new Consultants and internalising our Consultants as permanent
hires.
We incurred £0.8 million of exceptional costs as we aligned better the number
of benched Consultants and internal staff with demand.
During the period there were 130 coaching completions, a similar number to
2024 (129). New client activity was good, and we gained 15 new clients (2024:
14).
North America
Revenue for the six-month period to 30 June 2025 decreased by 50% to £26.8
million (2024: £53.9 million). Consultants deployed at week 26 were 447, a
decrease of 62% from 1,162 at week 26 2024 (week 52 2024: 742). Adjusted
operating profit decreased to £1.1 million (2024: £8.7 million).
As in the UK and other regions, challenging markets continued into 2025.
Additionally, our largest client in the region, after incurring a significant
fine resulting from internal regulatory compliance failures unrelated to FDM
Group's services, restructured its operations. These changes resulted in the
client internalising or returning, over the last twelve months, the majority
of the FDM Consultants who had been deployed with them. This was the primary
factor in the reduction in our North American headcount and revenue.
During the period we incurred £0.2 million of exceptional costs associated
with the measures taken to align better the number of benched Consultants and
internal staff with current market demand.
In the first half of 2025, there were 114 coaching completions compared with
133 in 2024. We gained one new client during the period (2024: 5).
EMEA (Europe, Middle East and Africa, excluding UK)
Revenue for the six-month period to 30 June 2025 decreased by 13% to £9.6
million (2024: £11.0 million). Consultants deployed at week 26 were 225, a
decrease of 31% from 326 at week 26 2024 (week 52 2024: 256). Adjusted
operating profit increased to £0.5 million (2024: £0.2 million).
Similar to other regions, EMEA experienced challenging market conditions in
2025. In the six months, we coached 82 Consultants (2024: 57).
APAC (Asia Pacific)
Revenue for the six-month period to 30 June 2025 decreased by 31% to £14.7
million (2024: £21.3 million). Consultants deployed at week 26 were 488, a
decrease of 30% from 697 at week 26 2024 (week 52 2024: 524). Adjusted
operating profit was £0.4 million (2024: £0.7 million).
APAC experienced similar market challenges to those experienced by other
regions across the Group, with Singapore heavily impacted. We managed our
training schedules to align with demand and during the period we coached 98
Consultants (2024: 147). We opened 5 new clients in the period (2024: 6).
( )
Financial Review
Summary income statement
Six months to Six months to % change
30 June 2025 30 June 2024
Revenue £97.3m £140.2m -31%
Exceptional administrative expenses £1.0m £2.1m -52%
Adjusted operating profit (1) £9.1m £17.4m -48%
Operating profit £8.1m £15.3m -47%
Adjusted profit before tax (1) £9.0m £17.7m -49%
Profit before tax £8.0m £15.5m -48%
Adjusted basic EPS(1) 6.3p 11.7p -46%
Basic EPS 5.7p 10.3p -45%
Overview
Revenue was 31% lower at £97.3 million (2024: £140.2 million) (29% lower on
a constant currency basis(2)), while adjusted operating profit(1) decreased by
48% to £9.1 million (2024: £17.4 million). The adjusted operating profit(1)
has benefitted by the timing of a significant recurring cash inflow in the
first half of 2025, which in 2024 was received in the second half of the year.
Consultants assigned to clients at week 26 2025 totalled 2,173, a decrease of
37% from 3,469 at week 26 2024 and a decrease of 16% from 2,578 at week 52
2024. Our Returners Programme had 135 deployed at week 26 2025 (week 26 2024:
204; week 52 2024: 164) and our Ex-Forces Programme accounted for 95
Consultants deployed worldwide (week 26 2024: 146; week 52 2024: 164).
The Consultant utilisation rate was broadly unchanged at 91.6% (2024: 91.5%)
as we maintained our focus on aligning available resource to market demand.
An analysis of revenue and Consultant headcount by region is set out in the
table below:
Six months to 30 June Six months to 30 June Year to 2025 2024 2024
2025 2024 31 December 2024 Consultants Consultants Consultants
Revenue Revenue Revenue assigned to assigned to assigned to
£m £m £m clients clients clients
at week 26(3) at week 26(3) at week 52(3)
UK 46.2 54.0 104.0 1,013 1,284 1,056
North America 26.8 53.9 92.2 447 1,162 742
EMEA 9.6 11.0 21.9 225 326 256
APAC 14.7 21.3 39.6 488 697 524
97.3 140.2 257.7 2,173 3,469 2,578
Administrative expenses decreased to £36.3 million (2024: £46.8 million).
Included within administrative expenses are £1.0 million of exceptional costs
(2024: £2.1 million), as we continued the programme initiated during 2024 to
align available resource with reduced market demand. Adjusted Group operating
margin(1) decreased to 9.4% (2024: 12.4%) mainly as a result of the impact of
fixed costs being a higher proportion of revenue compared to the prior period.
(1) The adjusted operating profit and adjusted profit before tax are
calculated before: i) Share Plan expenses of £nil (2024: £0.1 million); and
ii) exceptional costs of £1.0 million (2024: £2.1 million) as we as we
continued to align our internal staff and available resource with market
demand. The adjusted basic earnings per share is calculated before the impact,
net of tax, of: i) Share Plan expenses (including associated deferred tax);
and ii) exceptional costs of £1.0 million (2024: £2.1 million).
(2) The constant-currency basis is calculated by translating current period
and prior period reported amounts into comparable amounts using the 2025
average exchange rate for each currency. The presentation of the
constant-currency basis provides a better understanding of the Group's trading
performance by removing the impact on revenue of movements in foreign
exchange.
(3) Week 26 in 2025 commenced on 30 June 2025 (2024: week 26 commenced on 24
June 2024 and week 52 commenced on 30 December 2024).
Adjusting items
The Group presents adjusted results, in addition to the statutory results, as
the Directors consider that they provide a useful indication of underlying
trading performance and cash generation. The adjusted results are stated
before; i) share-based payment expenses including associated taxes and social
security costs; and ii) exceptional administrative expenses relating to
terminating the employment of internal staff and undeployed Consultants.
Share-based payment
The share-based payment charge is based on estimates relating to a vesting
which may occur up to three years after the date of grant and the assumptions
underpinning those estimates can change from year to year. No expense was
recognised in the six months to 30 June 2025 relating to the share-based
payment plans (2024: expense of £0.1 million), as a result of a change in the
adjusted earnings per share performance vesting assumptions with the
outstanding awards anticipated to vest at a lower quantum, netting against
other minor adjustments. Details of the share-based payments are set out in
note 14 to the Condensed Consolidated Interim Financial Statements.
Exceptional administrative expenses
During the first half, the Group incurred exceptional administrative expenses
of £1.0 million (2024: £2.1 million), as a result of the Group continuing
its programme initiated in 2024 to align the number of undeployed Consultants
and internal staff with reduced market demand.
Net finance income/ (expense)
Interest on cash balances of £0.6 million (2024: £0.8 million) was
recognised as finance income in the period. Finance expense includes lease
liability interest of £0.7 million (2024: £0.6 million). The Group continues
to have no debt.
Taxation
The Group's total tax charge for the half year was £1.8 million, equivalent
to an effective tax rate of 22.0%, on profit before tax of £8.0 million
(2024: effective rate of 27.5% based on a tax charge of £4.3 million and a
profit before tax of £15.5 million). The effective rate is lower than the
underlying UK tax rate of 25% primarily due to the impact of adjustments
relating to prior tax periods.
Earnings per share
Basic earnings per share decreased in the period to 5.7 pence (2024: 10.3
pence), while adjusted basic earnings per share was 6.3 pence (2024: 11.7
pence). Diluted earnings per share was 5.7 pence (2024: 10.3 pence).
Dividend
On 29 July 2025, the Directors declared an interim dividend of 6.0 pence per
ordinary share (2024: 10.0 pence) which will be payable on 14 November 2025 to
shareholders on the register on 24 October 2025.
The Group continues to operate its dividend policy, to retain sufficient
capital to fund ongoing operating requirements, while maintaining an
appropriate level of dividend cover and sufficient funds to invest in the
Group's longer-term growth.
Cash flow and Statement of Financial Position
The Group's cash balance was £34.6 million as at 30 June 2025 (2024: £36.9
million).
Dividends paid in the half year totalled £13.7 million (2024: £20.7
million). Net capital expenditure was £0.1 million (2024: £0.1 million) and
tax paid was £2.5 million (2024: £3.8 million).
The Group delivered a robust working capital performance. Cash conversion for
the period was 155% (2024: 104%) and adjusted cash conversion was 155% (2024:
103%).
Debtor days at the period end were in line with Group targets, as they were in
the prior period.
Related party transactions
Details of related party transactions are included in note 16 of the Condensed
Interim Financial Statements.
Principal risks facing the business
The Group faces a number of risks and uncertainties which could have a
material impact upon its performance. The principal risks and uncertainties
faced by the Group are set out in the Annual Report and Accounts for the year
ended 31 December 2024 on pages 29 to 37. Although we have not changed the
rating of any of our principal risks following our latest review, further
explanation of the current status of the Group's two highest-rated risks is
set out below.
Economic uncertainty
After initial signs in early 2025 that the global economy was becoming more
stable, the second quarter saw global growth forecasts change once again.
National governments moved quickly to update their economic policies against a
background of tariffs threatened at levels unseen in decades, escalating trade
tensions, and increasing economic uncertainties. These factors, combined with
ongoing war in Ukraine and new geopolitical uncertainties in the Middle East
have led commentators to downgrade both short- and longer-term growth
forecasts and to predict that progress towards a more stable global economy is
likely to be hindered if co-operation between countries becomes more
difficult. These uncertainties, and the dampening of business confidence which
they produce, remain the Group's principal risk.
Uncertain conditions affect the spending decisions of clients, causing them to
delay the commencement of projects. This reduces overall demand for FDM's
Consultants. Elongated procurement processes impact the rate at which the
Group's Consultants are onboarded, making it more challenging for FDM to
balance the supply and demand of resource (which is one of the Group's other
principal risks).
While certain scenarios are outside the Group's control, we believe that FDM's
business model is flexible (particularly in comparison with our competitors).
Our experience from previous economic downturns has been that the agile
resource represented by our Consultants can be attractive to clients during
times of economic, political and social uncertainty. The Board will continue
to review the measures which it has in place to identify and react to changes
in macroeconomic conditions, and take appropriate measures to adjust
recruitment and coaching to ensure alignment of supply with the demand for
Consultants. We continue to adjust the size of our back-office operations
commensurately with our Consultant headcount.
We continue to monitor technological trends (including the development of AI
tools) to enable us to adjust our service offerings, equipping our Consultants
with the skills and experience which are most in demand in the market and
remaining at the cutting edge of developments in technology.
These mitigations, together with FDM's strong cash and financial position,
give the Board confidence that FDM can continue to respond appropriately to
ameliorate the effect of any adverse economic conditions which may arise.
Cybersecurity
Recent high-profile cyberattacks in the UK and elsewhere demonstrate that the
cybersecurity threat to the UK's infrastructure and UK companies remains
heightened. This risk remains an area of high focus for the Board, and we
continue to enhance our cybersecurity and information safeguarding
capabilities to optimise our chances of preventing attacks, and of responding
effectively.
The Board
In line with the Board's plans announced in our Annual Report for the year
ended 31 December 2024, Michelle Senecal de Fonseca (Non-Executive Director)
retired from the Board with effect from 19 March 2025, having served more than
nine years since her appointment. On the same date, Bruce Lee was appointed as
an independent Non-Executive Director.
In addition, as already announced on 25 June 2025, Alan Kinnear will be
appointed as Non-Executive Chair of the Board with effect from 30 July 2025.
Alan will succeed David Lister in that role, who will retire from the Board on
the same date, having served more than nine years since his appointment to the
Board in March 2016.
Alan Kinnear joined the Board of FDM Group in January 2020 as an independent
Non-Executive Director, becoming Chair of the Audit Committee in April 2020.
He has been appointed as Chair of the Board following a thorough selection
process led by the Nomination Committee which involved consideration of
internal and external candidates. Alan is independent on appointment.
In line with our announcement on 25 June 2025, with effect from 30 July 2025:
· Alan Kinnear will join and also chair the Nomination Committee.
He will step down from the Audit Committee (of which he is currently Chair)
and the Remuneration Committee;
· Rowena Murray, who joined the Board as a Non-Executive Director
in August 2023, will replace Alan Kinnear as Chair of the Audit Committee, and
will also continue in the role of Chair of the Remuneration Committee;
· Jaqueline de Rojas, Senior Independent Director, will become a
member of the Audit Committee and the Remuneration Committee.
After the changes outlined above, the composition of the Board and its
committees will be as follows:
Board of Directors Audit Committee Remuneration Committee Nomination Committee
Alan Kinnear (Non-Executive Chair) Rowena Murray (Committee Chair) Rowena Murray (Committee Chair) Alan Kinnear
Rod Flavell (CEO) Jacqueline de Rojas Jacqueline de Rojas (Committee Chair)
Sheila Flavell (COO) Bruce Lee Bruce Lee Jacqueline de Rojas
Andy Brown (CCO) Rowena Murray
Mike McLaren (CFO) Bruce Lee
Jacqueline de Rojas (Senior Independent Director)
Rowena Murray (Independent Non-Executive Director)
Bruce Lee (Independent Non-Executive Director)
A search for an additional Non-Executive Director will be undertaken and a
further announcement will be made when appropriate.
Summary and outlook
The six-month period to 30 June 2025 saw the Group's activity levels
fluctuate, improving through the earlier months as global economic and
geopolitical uncertainty reduced, but then from early April reverting to
levels seen in the second half of 2024, as uncertainty returned.
Our engagement with our clients remains positive and there are many ongoing
conversations regarding future deployments and projects. However, the inherent
lack of certainty and confidence in many of our end markets is resulting in
much-lengthened timelines, with client procurement processes elongated and
commercial decisions frequently delayed or deferred. Consequently, the Board
anticipates that the outcome for the year as a whole will be significantly
lower than its previous expectations.
The Group is making good progress in equipping its Consultants with the
appropriate skills and knowledge in the various AI tools, methodologies and
advancements, and we believe that the opportunities presented in this space
will grow over time.
The Board retains its prudent stance on fixed costs, Consultant recruitment
and discretionary spend. However, we need to remain sufficiently agile to meet
client demand in the present and the future as conditions improve.
Consequently, we have adjusted our capacity and fixed cost base appropriately,
to align with current market conditions while retaining sufficient ability to
respond to any signs of end market improvement.
Across our geographies and sectors there remain some brighter spots, with our
Australian operations performing well, our UK Public Sector business
maintaining its resilience and our growing presence in the retail and
insurance sectors showing promise. Elsewhere, across banking and finance,
while there is reason for limited optimism, it seems likely that we will not
know the direction of travel of client intent until later in the second half
of the year.
The Group has a robust balance sheet, no debt and an experienced Board and
management team. While current market uncertainties make the immediate outlook
very difficult to predict, we remain optimistic about FDM's opportunities for
growth over the longer term.
By order of the Board
Rod Flavell Mike McLaren
Chief Executive Officer Chief Financial Officer
29 July 2025
29 July 2025
29 July 2025
Condensed Consolidated Income Statement
for the six months ended 30 June 2025
Six months to 30 June 2025 Six months to 30 June 2024 Year ended 31 December 2024
(Unaudited) (Unaudited) (Audited)
Note £000 £000 £000
Revenue 6 (#Note_6) 97,279 140,187 257,704
Cost of sales (52,938) (78,138) (142,754)
Gross profit 44,341 62,049 114,950
Administrative expenses (36,252) (46,759) (87,511)
which includes:
Exceptional items 7 (#Note_7) (1,003) (2,064) (4,894)
Operating profit 8,089 15,290 27,439
Finance income 631 847 1,927
Finance expense (729) (626) (1,304)
Net finance (expense)/ income (98) 221 623
Profit before income tax 7,991 15,511 28,062
Taxation 8 (#Taxation) (1,758) (4,266) (7,555)
Profit for the period 6,233 11,245 20,507
Earnings per ordinary share
pence pence pence
Basic 10 5.7 10.3 18.8
Diluted 10 5.7 10.3 18.7
Condensed Consolidated Statement of Comprehensive Income
for the six months ended 30 June 2025
Six months to 30 June Six months to 30 June 2024 Year ended
2025 31 December 2024
(Unaudited) (Unaudited) (Audited)
£000 £000 £000
Profit for the period 6,233 11,245 20,507
Other comprehensive expense
Items that may be subsequently reclassified to profit or loss
Exchange differences on retranslation of foreign operations (net of tax) (973) (60) 494
Total other comprehensive (expense)/ income (973) (60) 494
Total comprehensive income for the period 5,260 11,185 21,001
Condensed Consolidated Statement of Financial Position
as at 30 June 2025
30 June 2025 30 June 2024 31 December 2024
(Unaudited) (Unaudited) (Audited)
Note £000 £000 £000
Non-current assets
Right-of-use assets 18,657 17,337 19,614
Property, plant and equipment 1,619 2,191 1,974
Intangible assets 19,406 19,512 19,464
Deferred income tax assets 208 366 481
39,890 39,406 41,533
Current assets
Trade and other receivables 11 27,272 36,434 28,532
Income tax receivable 1,098 3,190 797
Cash and cash equivalents 12 34,617 36,942 40,588
62,987 76,566 69,917
Total assets 102,877 115,972 111,450
Current liabilities
Trade and other payables 13 21,710 27,344 20,734
Lease liabilities 4,985 4,257 4,586
Current income tax liabilities 265 1,572 1,010
26,960 33,173 26,330
Non-current liabilities
Lease liabilities 16,226 15,097 17,122
Provisions 672 381 658
16,898 15,478 17,780
Total liabilities 43,858 48,651 44,110
Net assets 59,019 67,321 67,340
Equity attributable to owners of the parent
Share capital 1,097 1,096 1,097
Share premium 9,705 9,705 9,705
Capital redemption reserve 52 52 52
Own shares reserve (1,865) (2,605) (2,400)
Translation reserve 583 1,002 1,556
Other reserves 1,884 3,023 3,317
Retained earnings 47,563 55,048 54,013
Total equity 59,019 67,321 67,340
Condensed Consolidated Statement of Cash Flows
for the six months ended 30 June 2025
Six months to 30 June 2025 Six months to 30 June Year ended 31 December 2024
2024
(Unaudited) (Unaudited) (Audited)
Note £000 £000 £000
Cash flows from operating activities
Profit before income tax for the period 7,991 15,511 28,062
Adjustments for:
Depreciation and amortisation 2,601 2,759 5,405
Loss/ (profit) on disposal of non-current assets 1 (167) (167)
Finance income (631) (847) (1,927)
Finance expense 729 626 1,304
Share-based payment expense (including associated social security costs) 23 99 1,202
Decrease/ (increase) in trade and other receivables 573 (3,799) 3,864
Increase/ (decrease) in trade and other payables 1,264 1,685 (4,635)
Cash flows generated from operations 12,551 15,867 33,108
Interest received 631 847 1,927
Income tax paid (2,471) (3,782) (5,796)
Net cash flow from operating activities 10,711 12,932 29,239
Cash flows from investing activities
Acquisition of property, plant and equipment (61) (56) (335)
Net cash used in investing activities (61) (56) (335)
Cash flows from financing activities
Proceeds from issue of ordinary shares - - 1
Proceeds from sale of shares from EBT 39 171 299
Principal elements of lease payments (1,540) (1,895) (3,676)
Interest elements of lease payments (675) (605) (1,225)
Finance costs paid (54) (21) (57)
Dividends paid 9 (13,692) (20,749) (31,677)
Net cash used in financing activities (15,922) (23,099) (36,335)
Exchange (losses)/ gain on cash and cash equivalents (699) (61) 793
Net (decrease) in cash and cash equivalents (5,971) (10,284) (6,638)
Cash and cash equivalents at beginning of period 40,588 47,226 47,226
Cash and cash equivalents at end of period 12 34,617 36,942 40,588
Condensed Consolidated Statement of Changes in Equity
for the six months ended 30 June 2025
Share Share Translation Retained Total
capital premium Capital redemption reserve Own shares reserve reserve earnings equity
Other reserves
£000 £000 £000 £000 £000 £000 £000 £000
Balance at 1 January 2025 1,097 9,705 52 (2,400) 1,556 3,317 54,013 67,340
(Audited)
Profit for the period - - - - - - 6,233 6,233
Other comprehensive expense for the period - - - - (973) - - (973)
Total comprehensive income for the period - - - - (973) - 6,233 5,260
Share-based payments - - - - - 72 - 72
(note 14)
Transfer to retained earnings - - - - - (1,505) 1,505 -
Own shares sold (note 15) - - - 535 - - (429) 106
Recharge of net settled share options - - - - - - (67) (67)
Dividends (note 9) - - - - - - (13,692) (13,692)
Total transactions with owners, recognised directly in equity - - - 535 - (1,433) (12,683) (13,581)
Balance at 30 June 2025 (Unaudited) 1,097 9,705 52 (1,865) 583 1,884 47,563 59,019
Condensed Consolidated Statement of Changes in Equity (continued)
for the six months ended 30 June 2024
Share Share Translation Retained Total
capital premium Capital redemption reserve Own shares reserve reserve earnings equity
Other reserves
£000 £000 £000 £000 £000 £000 £000 £000
Balance at 1 January 2024 1,096 9,705 52 (3,016) 1,062 3,469 64,303 76,671
(Audited)
Profit for the period - - - - - - 11,245 11,245
Other comprehensive expense for the period - - - - (60) - - (60)
Total comprehensive income for the period - - - - (60) - 11,245 11,185
Share-based payments (note 14) - - - - - 108 - 108
Transfer to retained earnings - - - - - (554) 554 -
Own shares sold (note 15) - - - 266 - - (95) 171
Recharge of net settled share options - - - 145 - - (210) (65)
Dividends (note 9) - - - - - - (20,749) (20,749)
Total transactions with owners, recognised directly in equity - - - 411 - (446) (20,500) (20,535)
Balance at 30 June 2024 1,096 9,705 52 (2,605) 1,002 3,023 55,048 67,321
(Unaudited)
Condensed Consolidated Statement of Changes in Equity (continued)
for the year ended 31 December 2024
Share Share Capital redemption reserve Own Translation Retained Total
capital premium shares reserve reserve Other reserves earnings equity
£000 £000 £000 £000 £000 £000 £000 £000
Balance at 1 January 2024 1,096 9,705 52 (3,016) 1,062 3,469 64,303 76,671
(Audited)
Profit for the year - - - - - - 20,507 20,507
Other comprehensive expense for the year - - - - 494 - - 494
Total comprehensive income for the year - - - - 494 - 20,507 21,001
Share-based payments (note 14) - - - - - 1,108 - 1,108
Transfer to retained earnings - - - - - (1,260) 1,260 -
Own shares sold (note 15) - - - 616 - - (317) 299
Recharge of net settled share options - - - - - - (63) (63)
Dividends (note 9) - - - - - - (31,677) (31,677)
Issue of new shares 1 - - - - - - 1
Total transactions with owners, recognised directly in equity 1 - - 616 - (152) (30,797) (30,332)
Balance at 31 December 2024 (Audited) 1,097 9,705 52 (2,400) 1,556 3,317 54,013 67,340
Notes to the Condensed Consolidated Interim Financial Statements
1 General information
The Group is a global business and technology consultancy powering the people
behind tech and innovation for over 30 years. The Company is limited by
shares, incorporated and domiciled in the UK and registered as a public
limited company in England and Wales with a Listing on the London Stock
Exchange. The Company's registered office is 3rd Floor, Cottons Centre,
Cottons Lane, London SE1 2QG and its registered number is 07078823.
These Condensed Interim Financial Statements were approved for issue by the
Board of Directors of the Group on 29 July 2025. They have not been audited,
but have been subject to an independent review by PricewaterhouseCoopers LLP,
whose independent report is included on pages 31 and 32.
These Condensed Interim Financial Statements do not comprise statutory
accounts within the meaning of section 434 of the Companies Act 2006. The
Annual Report and Accounts for the year ended 31 December 2024 was approved by
the Board of Directors of the Group on 18 March 2025 and delivered to the
Registrar of Companies. The report of the auditors on those accounts was
unqualified, did not contain an emphasis of matter paragraph and did not
contain any statement under section 498 of the Companies Act 2006.
2 Basis of preparation
This Condensed Consolidated Interim Financial Report for the half-year
reporting period ended 30 June 2025 has been prepared in accordance with the
UK-adopted International Accounting Standard 34, "Interim Financial Reporting"
and the Disclosure Guidance and Transparency Rules sourcebook of the United
Kingdom's Financial Conduct Authority.
The accounting policies adopted are consistent with those of the previous
financial year and corresponding interim reporting period, except for the
estimation of income tax, which is determined in the Interim Financial
Statements using the estimated average annual effective income tax rate
applied to the pre-tax income of the interim period.
The following amendment to accounting standards, that became applicable for
annual reporting periods commencing on or after 1 January 2025, has been
considered and did not have a material impact on the Group:
- Amendments to IAS 21 - Lack of Exchangeability
Exceptional items
The separate reporting of exceptional items helps to provide a better
understanding of the Group's underlying business performance. The Group
exercises judgement in assessing whether items should be classified as
exceptional items. Exceptional items are disclosed and described separately in
the financial statements where it is necessary to do so to provide a better
understanding of the financial performance of the Group. They are items of
expense or income that are material and one-off in nature and are shown
separately due to the significance of their nature or amount.
Going concern basis
The Group's business activities, operating cash flows and liquidity position,
together with its distinctive business model, have enabled it to manage its
business risks. The Group's forecasts and projections show that it will
continue to operate with adequate cash resources and within the current
working capital facilities for at least twelve months from the date of
approval of these Condensed Interim Financial Statements.
Having considered the principal risks, the Directors consider it appropriate
to adopt the going concern basis of accounting in preparing the interim
financial information.
3 Significant accounting policies
These Condensed Interim Financial Statements have been prepared in accordance
with the accounting policies, methods of computation and presentation adopted
in the financial statements for the year ended 31 December 2024.
4 Other accounting estimate
The preparation of the Group's financial statements requires management to
make estimates and assumptions that affect the reported amounts of revenues,
expenses, assets and liabilities, and the disclosure of contingent
liabilities, at the end of the reporting year. However, uncertainty about
these assumptions and estimates could result in outcomes that require a
material adjustment to the carrying amount of the asset and liability affected
in future periods. The estimates and assumptions applied in the Condensed
Interim Financial Statements, including the key sources of estimation
uncertainty, were the same as those applied in the Group's Annual Report for
the year ended 31 December 2024, with the exception of changes in estimates
that are required in determining the provision for income taxes, which is
determined in the interim financial statements using the estimated average
annual effective income tax rate applied to the pre-tax income of the interim
period.
No individual judgements have been made that have a significant impact on the
financial statements.
The following estimate is not considered to be a significant estimate as it is
considered there is not a significant risk of the estimate resulting in a
material adjustment to the carrying amounts of assets and liabilities in the
next financial year.
Share-based payment charge
A share-based payment charge is recognised in respect of share awards based on
the Directors' best estimate of the number of shares that will vest based on
the performance conditions of the awards, which comprise adjusted EPS growth
and the number of employees that will leave before vesting. In estimating the
number of shares likely to vest, the Directors have based their assessment of
the adjusted EPS growth in the forecasts contained within the Group's
three-year plan, adjusted for the impact of potential scenarios that could
potentially impact EPS growth. The charge is calculated based on the fair
value on the grant date using the Black-Scholes model and is expensed over the
vesting period.
5 Seasonality
The Group is not significantly impacted by seasonality trends. A lower number
of working days in the first half of the year is approximately offset by
increased annual leave in the second half of the year, our lowest number of
billable days occurs in December each year.
6 Segmental reporting
Management has determined the operating segments based on the operating
reports reviewed by the Board of Directors that are used to assess both
performance and strategic decisions. Management has identified that the
Executive Directors are the chief operating decision maker in accordance with
the requirements of IFRS 8 'Operating segments'.
At 30 June 2025, the Board of Directors consider that the Group is organised
into four core geographical operating segments:
(1) UK;
(2) North America;
(3) Europe, Middle East and Africa, excluding UK ("EMEA"); and
(4) Asia Pacific ("APAC").
Each geographical segment is engaged in providing services within a particular
economic environment and is subject to risks and returns that are different
from those of segments operating in other economic environments.
All segment revenue, profit before income tax, assets and liabilities are
attributable to the Group's sole revenue-generating stream, being a global
professional services provider with a focus on IT.
Segmental reporting for the six months ended 30 June 2025 (Unaudited)
North
UK America EMEA APAC Total
£000 £000 £000 £000 £000
Revenue 46,220 26,780 9,573 14,706 97,279
Depreciation and amortisation (1,045) (651) (185) (720) (2,601)
Exceptional administrative expenses (802) (150) (30) (21) (1,003)
(see note 7)
Segment operating profit 6,301 965 429 394 8,089
Finance income(1) 661 65 1 - 727
Finance expense(1) (545) (65) (27) (188) (825)
Profit before income tax 6,417 965 403 206 7,991
As at 30 June 2025
Total assets 62,659 16,667 9,871 13,680 102,877
Total liabilities (14,212) (6,388) (7,034) (16,224) (43,858)
(1) Finance income and finance expense include intercompany interest which is
eliminated upon consolidation.
Included in total assets above are non-current assets (excluding deferred tax)
as follows:
North
UK America EMEA APAC Total
£000 £000 £000 £000 £000
30 June 2025 33,195 2,473 411 3,603 39,682
Segmental reporting for the six months ended 30 June 2024 (Unaudited)
North
UK America EMEA APAC Total
£000 £000 £000 £000 £000
Revenue 54,003 53,854 11,001 21,329 140,187
Depreciation and amortisation (1,088) (700) (185) (786) (2,759)
Exceptional administrative expenses (1,264) (527) (55) (218) (2,064)
(see note 7)
Segment operating profit 6,456 8,180 157 497 15,290
Finance income(1) 811 143 16 4 974
Finance expense(1) (423) (76) (27) (227) (753)
Profit before income tax 6,844 8,247 146 274 15,511
As at 30 June 2024
Total assets 59,497 24,913 14,411 17,151 115,972
Total liabilities (12,397) (9,849) (7,508) (18,897) (48,651)
Included in total assets above are non-current assets (excluding deferred tax)
as follows:
North
UK America EMEA APAC Total
£000 £000 £000 £000 £000
30 June 2024 31,158 2,290 717 4,875 39,040
Segmental reporting for the year ended 31 December 2024 (Audited)
North
UK America EMEA APAC Total
£000 £000 £000 £000 £000
Revenue 103,985 92,188 21,923 39,608 257,704
Depreciation and amortisation (2,135) (1,356) (368) (1,546) (5,405)
Exceptional administrative expenses (3,636) (780) (86) (392) (4,894)
(see note 7)
Segment operating profit 14,512 10,666 1,186 1,075 27,439
Finance income(1) 1,842 280 15 6 2,143
Finance expense(1) (897) (149) (51) (423) (1,520)
Profit before income tax 15,457 10,797 1,150 658 28,062
As at December 2024
Total assets 68,210 18,936 9,599 14,705 111,450
Total liabilities (12,325) (7,461) (7,177) (17,147) (44,110)
Included in total assets above are non-current assets (excluding deferred tax)
as follows:
North
UK America EMEA APAC Total
£000 £000 £000 £000 £000
31 December 2024 34,108 1,896 579 4,469 41,052
7 Exceptional administrative expenses
During the period, the Group incurred exceptional costs of £1.0 million
(2024: £2.1 million) as we continued the programme initiated in 2024 to align
our internal staff and undeployed Consultants with market demand.
8 Taxation
Income tax expense is recognised based on management's estimate of the
weighted average annual income tax rate expected for the full financial year.
The estimated average annual tax rate used for the six months ended 30 June
2025 is 22.0% (the estimated tax rate for the six months ended 30 June 2024
was 27.5%).
9 Dividends
2025
An interim dividend of 6.0 pence per ordinary share was declared by the
Directors on 29 July 2025 and will be paid on 14 November 2025 to holders of
record on 24 October 2025, the total amount payable will be £6,565,000.
A final dividend of 12.5 pence per share in respect of the year to 31 December
2024 was approved by shareholders at the AGM on 20 May 2025 and paid on 27
June 2025 to shareholders of record on 6 June 2025, the total amount paid was
£13,692,000.
2024
An interim dividend of 10.0 pence per ordinary share was declared by the
Directors on 30 July 2024 and was paid on 1 November 2024 to holders of record
on 11 October 2024, the amount paid was £10,928,000.
In respect of the year to 31 December 2023, a final dividend of 19.0 pence per
share was paid on 28 June 2024, to shareholders of record on 7 June 2024, the
total amount paid was £20,749,000.
10 Earnings per ordinary share
Basic earnings per share is calculated by dividing the profit attributable to
ordinary equity holders of the parent company by the weighted average number
of ordinary shares in issue during the period.
Six months Six months Year ended
to 30 June to 30 June 2024 31 December 2024
2025
(Unaudited) (Unaudited) (Audited)
Profit for the period £000 6,233 11,245 20,507
Average number of ordinary shares in issue (thousands) Number 109,357 109,164 109,224
Basic earnings per share Pence 5.7 10.3 18.8
Adjusted basic earnings per share is calculated by dividing the profit
attributable to ordinary equity holders of the parent company, excluding (i)
Performance Share Plan expense (including social security costs and associated
deferred tax) and (ii) exceptional costs relating to terminating the
employment of internal staff and undeployed Consultants (including associated
tax) by the weighted average number of ordinary shares in issue during the
period.
Six months to 30 June 2025 Six months to 30 June 2024 Year ended
31 December 2024
(Unaudited) (Unaudited) (Audited)
Profit for the period (basic earnings) £000 6,233 11,245 20,507
Share-based payment expense (including social security costs) (see note 14) £000 12 91 1,063
Tax effect of share-based payment expense £000 (91) (17) (210)
Exceptional costs (see note 7) £000 1,003 2,064 4,894
Tax effect of exceptional costs £000 (248) (568) (1,164)
Adjusted profit for the period £000 6,909 12,815 25,090
Average number of ordinary shares in issue (thousands) Number 109,357 109,164 109,224
Adjusted basic earnings per share Pence 6.3 11.7 23.0
Diluted earnings per share
Diluted earnings per share is calculated by adjusting the weighted average
number of ordinary shares outstanding to assume conversion of all dilutive
potential ordinary shares. The Company has one type of dilutive potential
ordinary shares in the form of employee share plan awards; the number of
shares in issue has been adjusted to include the number of shares that would
have been issued assuming the exercise of the share options.
Six months Six months Year ended
to 30 June to 30 June 2024 31 December 2024
2025
(Unaudited) (Unaudited) (Audited)
Profit for the period (basic earnings) £000 6,233 11,245 20,507
Average number of ordinary shares in issue (thousands) Number 109,357 109,164 109,224
Adjustment for employee share plan awards (thousands) Number 177 195 401
Diluted number of ordinary shares in issue (thousands) Number 109,534 109,359 109,625
Diluted earnings per share Pence 5.7 10.3 18.7
11 Trade and other receivables
Due to their short-term nature, the Directors consider that the carrying
amount of trade receivables approximates to their fair value. The standard
credit terms are 30 days.
30 June 30 June 31 December
2025 2024 2024
(Unaudited) (Unaudited) (Audited)
£000 £000 £000
Trade receivables 20,361 28,445 22,297
Prepayments and accrued income 6,123 6,850 5,105
Other receivables 788 1,139 1,130
27,272 36,434 28,532
Included within prepayments and accrued income is £2,121,000 of accrued
income (June 2024: £2,388,000; December 2024: £1,528,000).
12 Cash and cash equivalents
30 June 30 June 31 December
2025 2024 2024
(Unaudited) (Unaudited) (Audited)
£000 £000 £000
Cash at bank and in hand 34,617 36,942 40,588
13 Trade and other payables
30 June 30 June 31 December
2025 2024 2024
(Unaudited) (Unaudited) (Audited)
£000 £000 £000
Trade payables 2,014 3,200 1,782
Other payables 2,614 1,843 1,773
Other taxes and social security 5,131 6,724 4,798
Accruals 11,951 15,577 12,381
21,710 27,344 20,734
Included within accruals are volume rebates of £1,634,000 (June 2024:
£2,231,000; December 2024: £2,126,000) and payroll accruals of £2,394,000
(June 2024: £3,191,000; December 2024: £3,013,000). No significant
judgements were made in the estimation of the volume rebate accrual. Any
volume rebates, where the rebate period is non-coterminous with the financial
period, are accrued based on forecast revenue for the remainder of the rebate
period. No individual client rebates were material in value in 2025 or 2024.
14 Share-based payments
During the six-month period ended 30 June 2025, the Group recognised a net
share-based payment expense of £12,000, comprised of an expense of £92,000
and associated social security credit of £80,000; with a credit of £371,000
and associated social insurance credit of £95,000 in relation to the PSP, and
an expense of £463,000 and social security of £15,000 attributable to the
BAYE Plan (2024: share-based payment expense of £108,000 and associated
social security credit of £17,000, both of which relating to the BAYE Plan).
15 Investment in own shares
During 2018 the FDM Group Employee Benefit Trust was established to purchase
shares sold by option holders upon exercise of options under the FDM
Performance Share Plan. The Group accounts for its own shares held by the
Trustee of the FDM Group Employee Benefit Trust as a deduction from
shareholders' funds. During the period own shares held were used to satisfy
the requirements of the Group's share plans.
16 Related party transactions
Eight family members of Directors are employed by the Group, each at market
rate on an arm's length basis. The total remuneration relating to these staff
in aggregate was £405,000, comprising salary and bonus of £437,000 and
share-based payment credit of £32,000 (2024: seven individuals, aggregate
remuneration of £398,000, comprising salary and bonus of £398,000 and
share-based payment expense of £nil).
17 Key management personnel
The key management personnel comprise the Directors of the Group. The
compensation of key management is set out below:
Six months to Six months to Year ended
30 June 30 June 31 December
2025 2024 2024
(Unaudited) (Unaudited) (Audited)
£000 £000 £000
Short-term employee benefits 1,396 1,479 2,802
Post-employment benefits 28 28 55
Share-based payments (credit)/expense (106) - 71
1,318 1,507 2,928
18 Financial instruments
There are no material differences between the fair value of the financial
assets and liabilities included within the following categories in the
Condensed Consolidated Statement of Financial Position and their carrying
value:
• Trade and other receivables
• Cash and cash equivalents
• Trade and other payables
Statement of Directors' Responsibilities
The Directors confirm that these Condensed Interim Financial Statements have
been prepared in accordance with UK adopted International Accounting Standard
34 "Interim Financial Reporting" and the Disclosure Guidance and Transparency
Rules sourcebook of the United Kingdom's Financial Conduct Authority and that
the interim management report includes a fair review of the information
required by DTR 4.2.7 and DTR 4.2.8, namely:
· An indication of important events that have occurred during the
first six months and their impact on the condensed set of financial
statements, and a description of the principal risks and uncertainties for the
remaining six months of the financial year; and
· Material related party transactions in the first six months and
any material changes in the related party transactions described in the last
Annual Report.
Directors who held office during the
period:
Rod Flavell Chief Executive Officer
Sheila Flavell Chief Operating Officer
Mike McLaren Chief Financial Officer
Andy Brown Chief Commercial Officer
David Lister Non-Executive Chairman
Alan Kinnear Non-Executive Director
Jacqueline de Rojas Non-Executive Director
Rowena Murray Non-Executive Director
Bruce Lee Non-Executive Director (appointed 19 March 2025)
Michelle Senecal de Fonseca Non-Executive Director (retired 19 March 2025)
The Executive Directors of FDM were listed in the Annual Report and Accounts
of the Company for the year ended 31 December 2024 and remained the same in
the six months to 30 June 2025.
By order of the Board
Rod Flavell Mike McLaren
Chief Executive Officer Chief Financial Officer
29 July 2025
Independent review report to FDM Group (Holdings) plc
Report on the condensed consolidated interim financial statements
Our conclusion
We have reviewed FDM Group (Holdings) plc's condensed consolidated interim
financial statements (the "interim financial statements") in the Interim
Report of FDM Group (Holdings) plc for the 6 month period ended 30 June 2025
(the "period").
Based on our review, nothing has come to our attention that causes us to
believe that the interim financial statements are not prepared, in all
material respects, in accordance with UK adopted International Accounting
Standard 34, 'Interim Financial Reporting' and the Disclosure Guidance and
Transparency Rules sourcebook of the United Kingdom's Financial Conduct
Authority.
The interim financial statements comprise:
· the Condensed Consolidated Statement of Financial Position as at
30 June 2025;
· the Condensed Consolidated Income statement, the Condensed
Consolidated Statement of Comprehensive Income, the Condensed Consolidated
Statement of Cash Flows and the Condensed Consolidated Statement of Changes in
Equity for the period then ended; and
· the explanatory notes to the interim financial statements.
The interim financial statements included in the Interim Report of FDM Group
(Holdings) plc have been prepared in accordance with UK adopted International
Accounting Standard 34, 'Interim Financial Reporting' and the Disclosure
Guidance and Transparency Rules sourcebook of the United Kingdom's Financial
Conduct Authority.
Basis for conclusion
We conducted our review in accordance with International Standard on Review
Engagements (UK) 2410, 'Review of Interim Financial Information Performed by
the Independent Auditor of the Entity' issued by the Financial Reporting
Council for use in the United Kingdom ("ISRE (UK) 2410"). A review of interim
financial information consists of making enquiries, primarily of persons
responsible for financial and accounting matters, and applying analytical and
other review procedures.
A review is substantially less in scope than an audit conducted in accordance
with International Standards on Auditing (UK) and, consequently, does not
enable us to obtain assurance that we would become aware of all significant
matters that might be identified in an audit. Accordingly, we do not express
an audit opinion.
We have read the other information contained in the Interim Report and
considered whether it contains any apparent misstatements or material
inconsistencies with the information in the interim financial statements.
Conclusions relating to going concern
Based on our review procedures, which are less extensive than those performed
in an audit as described in the Basis for conclusion section of this report,
nothing has come to our attention to suggest that the directors have
inappropriately adopted the going concern basis of accounting or that the
directors have identified material uncertainties relating to going concern
that are not appropriately disclosed. This conclusion is based on the review
procedures performed in accordance with ISRE (UK) 2410. However, future events
or conditions may cause the group to cease to continue as a going concern.
Responsibilities for the interim financial statements and the review
Our responsibilities and those of the directors
The Interim Report, including the interim financial statements, is the
responsibility of, and has been approved by the directors. The directors are
responsible for preparing the Interim Report in accordance with the Disclosure
Guidance and Transparency Rules sourcebook of the United Kingdom's Financial
Conduct Authority. In preparing the Interim Report, including the interim
financial statements, the directors are responsible for assessing the group's
ability to continue as a going concern, disclosing, as applicable, matters
related to going concern and using the going concern basis of accounting
unless the directors either intend to liquidate the group or to cease
operations, or have no realistic alternative but to do so.
Our responsibility is to express a conclusion on the interim financial
statements in the Interim Report based on our review. Our conclusion,
including our Conclusions relating to going concern, is based on procedures
that are less extensive than audit procedures, as described in the Basis for
conclusion paragraph of this report. This report, including the conclusion,
has been prepared for and only for the company for the purpose of complying
with the Disclosure Guidance and Transparency Rules sourcebook of the United
Kingdom's Financial Conduct Authority and for no other purpose. We do not, in
giving this conclusion, accept or assume responsibility for any other purpose
or to any other person to whom this report is shown or into whose hands it may
come save where expressly agreed by our prior consent in writing.
PricewaterhouseCoopers LLP
Chartered Accountants
London
29 July 2025
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