Preliminary Results

FDM Group (Holdings) plc

18 March 2026

 

FDM Group (Holdings) plc

Preliminary Results

FDM Group (Holdings) plc ("the Company") and its subsidiaries (together "the Group" or "FDM"), today announces its results for the year ended 31 December 2025.

Commenting on current trading and outlook, Rod Flavell, Chief Executive Officer, said:

"We continue to see encouraging signs in some of the markets we serve, albeit levels of confidence and activity vary across our geographies. Recent events in the Middle East clearly add to the levels of economic, political and market uncertainty, but the Board is optimistic that areas of the Group less impacted will continue to experience the modest uptick in activity seen over recent months.

We are seeing increasing client appetite for AI-enabled skills, from automation and data readiness to governance and model oversight. Our scalable coaching model, with AI literacy embedded across our Practices, early career talent pipeline and existing track record in AI-enabled projects mean we are well positioned to respond to these opportunities as they develop.

The Board remains focused on positioning FDM to return to sustainable growth across the Group as soon as market conditions permit, and we continue to align resources carefully by region, in line with current and anticipated demand, while applying rigorous cost management and taking a prudent approach to investment."

	31 December 2025	31 December 2024	% change
Revenue	£177.7m	£257.7m	-31%
Adjusted operating profit1	£13.6m	£33.4m	-59%
Profit before tax	£7.6m	£28.1m	-73%
Adjusted profit before tax1	£13.7m	£34.0m	-60%
Basic earnings per share	5.2p	18.8p	-72%
Adjusted basic earnings per share1	10.0p	23.0p	-57%
Cash flow generated from operations	£21.9m	£33.1m	-34%
Cash position at year end	£35.3m	£40.6m	-13%
Cash conversion2	292%	121%	+141%
Adjusted cash conversion2	200%	116%	+72%
Share-based payment expense	£0.2m	£1.1m	-82%
Exceptional administrative expenses	£2.6m	£4.9m	-47%
Effective income tax rate	25.8%	26.9%	-4%
Dividend per share	10p	22.5p	-56%

·      A resilient performance in 2025 against a backdrop of continued challenging market conditions.

·      The Group saw improved signs of appetite for investment from an appreciable number of clients across some key geographies in the latter part of the year, but geopolitical and economic uncertainty remains.

·      Revenue decreased by 31% to £177.7 million (2024: £257.7 million) and profit before tax decreased by 73% to £7.6 million (2024: £28.1 million).

·       Consultants assigned to clients at the end of 2025³ were 22% lower at 2,003 (end of 2024: 2,578). The split by region was: UK 910 (2024: 1,056); North America 500 (2024: 742); EMEA 124 (2024: 256); and APAC 469 (2024: 524).

·      Consultant utilisation rate⁴ was broadly unchanged at 92.7% (2024: 92.9%). Benefiting from the Group's agile business model, steps were taken throughout the year to align, as far as practicable, available resource to market demand. Consultant recruitment and the number of Consultants in our Skills Lab reduced and coaching completions were 828 (2024: 877).

·      We remain focused on managing our cost base. We incurred exceptional costs of £2.6 million (2024: £4.9 million) as we better aligned our internal staff and unassigned Consultants with current market dynamics.

·      During the year we successfully launched our sales transformation programme to ensure we are appropriately positioned to respond to emerging opportunities and evolving client demand. This is focused on: developing our sales structure; enabling new products and services; and accelerating the adoption of AI across the business, both internally and as part of our client offering.

·      We secured 45 new clients globally (2024: 52), 31 of which were outside the financial services sector.

·      We maintain a robust balance sheet, with £35.3 million cash at year end (2024: £40.6 million) and no debt.

·      Cash conversion² was 292% (2024: 120%). Adjusted cash conversion² was 200% (2024: 116%); adjusted cash conversion² including lease payments was 155% (2024: 99%).

·      The Board recommends a final dividend of 4.0 pence per share, following an interim dividend of 6.0 pence per share, a total dividend for the year of 10.0 pence per share (2024: 22.5 pence per share).

¹  Adjusted operating profit and adjusted profit before tax are calculated before; i) Share Plan expense of £0.2 million (2024: £1.1 million); ii) exceptional costs of £2.6 million (2024: £4.9 million ) as we continued to align our internal staff and available resource with market demand; and iii) the EMEA goodwill and asset impairment charge of £3.3 million (2024: £nil) (see note 8). The adjusted basic earnings per share is calculated before the impact, net of tax of; i) Share Plan expenses; ii) exceptional costs; and iii) the EMEA goodwill and asset impairment charge.

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 i) Share Plan expenses of £0.2 million (2024: £1.1 million) and ii) the EMEA goodwill and asset impairment charge of £3.3 million (2024: £nil) as these are non-cash items.

³  2025 figure taken from week commencing on 15 December 2025. 2024 figure taken from week commencing 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.

Enquiries

For further information:

FDM	Rod Flavell - CEO Mike McLaren - CFO	0203 056 8240 0203 056 8240
Nick Oborne (financial public relations)		07850 127526

Forward-looking statements

This announcement contains statements which constitute "forward-looking statements". Although the Group believes that the expectations reflected in these forward-looking statements are reasonable, 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.

We are FDM

FDM Group (Holdings) plc ("the Company" or "FDM") and its subsidiaries (together "the Group" or "FDM") form a global professional services provider with a focus on IT.

We are a global leader in tech and business talent solutions.  We drive transformation through AI-enabled talent, supporting future-focused businesses to achieve ambitious goals.

INTRODUCTION

Against a background of continued uncertainty across all our major markets, the Group delivered an adjusted profit before tax¹ of £13.7 million (2024: £34.0 million). FDM's balance sheet remains strong with closing cash balances of £35.3 million (2024: £40.6 million) and no debt. The Group made dividend payments during the year of £20.3 million (2024: £31.7 million).

Overview

The widely reported difficult market conditions, which we have been experiencing since early 2023, persisted through 2025, continuing to undermine client confidence and impacting the length of their decision cycles and demand for our Consultants. In the last four months of the year we saw a slight uptick in client activity levels. These trends have continued into the early months of 2026. However, economic and geopolitical uncertainty remains, which has been exacerbated by recent events in the Middle East.

While the macroeconomic environment is not something we can control, in periods of challenging market conditions we are able to benefit from the scalability inherent in our business model, enabling us to manage our cost base. During 2025, our levels of experienced Consultant resource and Consultant recruitment were closely managed to ensure our available resource remained aligned to client demand. The proportion of experienced Consultants remained higher than historic averages as some clients are actively seeking more experienced resource (some of which we are able to fulfil from our extensive alumni population). We also reduced our internal headcount to align better our business operations to market conditions.

We ended the year with 2,003 Consultants placed with clients (2024: 2,578) and 828 Consultants were coached during the year (2024: 877). The Group recorded revenue of £177.7 million (2024: £257.7 million) and delivered an adjusted operating profit¹ of £13.6 million (2024: £33.4 million). We incurred exceptional costs of £2.6 million (2024: £4.9 million) relating to the measures taken to align the number of undeployed Consultants and internal staff with current market demand. We also recognised a goodwill and asset impairment charge of £3.3 million in respect of EMEA. As disclosed in note 8, EMEA generated a loss before income tax in the year.

A major focus of 2025 was ensuring our Consultants have the appropriate skills and knowledge in the various AI tools, methodologies and advancements as we believe that the opportunities presented in this space will grow over time.

The Group's balance sheet remains robust with cash balances of £35.3 million (2024: £40.6 million). The Group has no debt.

The strength of our financial position, together with the actions we continue to take to manage our operating costs, mean we remain well positioned to benefit from market recovery when it comes.

Our strategy

FDM's strategy remains to deliver customer-led, sustainable, profitable growth on a consistent basis through our established and proven business model. Our strategy requires that all activities and investments that are undertaken have the potential to produce the appropriate level of return on investment, that they deliver sustained and measurable improvements for all our stakeholders including clients, staff and shareholders, and that they further our objective of launching the careers of talented people worldwide.

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. Towards the end of 2025, we embarked on a sales transformation programme to ensure we are best placed to respond to emerging opportunities and evolving client demands. The programme is focused on: evolving our sales structure; enabling new AI-focused products and services that will drive growth and shareholder value; and accelerating the internal adoption of AI across our business. This important initiative will ensure we are better placed to deliver on our strategic objectives.

Our four key strategic objectives are: attract and develop talented Consultants; invest in state-of-the-art Skills Labs to provide expert training; grow and diversify our client base; and expand our geographic presence through sustainable and efficient means.

¹ The adjusted operating profit is calculated before; i) Share Plan expenses ii) exceptional costs as we continued to align our internal staff and available resource with market demand and iii) the EMEA goodwill and asset impairment charge.

Strategic objectives

Attract and develop talented Consultants

With challenging market conditions continuing throughout 2025, our levels of Consultant recruitment remained under close review to ensure that our available resource aligned, 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. In the latter part of the year, we cautiously increased the volume of Consultants in training in the UK, North America and Australia in response to a degree of pickup in activity levels. We delivered 828 coaching completions in the year (2024: 877).

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. Our extensive alumni population also means that we can include more experienced individuals in our offering to clients, either individually or as part of our cross-functional pods which include individuals with a blend of experience. We have an excellent pipeline of assessed candidates, looking to join our Skills Labs as and when we see an uptick in market demand.

Invest in state-of-the-art Skills Labs to provide expert training

We continued to invest in state-of-the-art Skills Labs during 2025, reinforcing our commitment to delivering expert, skills-based learning which is aligned with evolving client needs. Building on the FDM Practices methodology introduced in 2024, we enhanced our ability to respond to clients seeking more specific, detailed, and nuanced skillsets within each job role. This dynamic, experiential model ensures Consultants undergo continuous assessment while completing core and specialised sprints designed around client requirements. These sprints are led by highly experienced coaches and supported by industry-leading third-party assessment platforms and AI tools.

A key advancement in 2025 was the global rollout of HackerRank, a standardised and scalable global assessment platform. HackerRank enables objective evaluation across the Consultant lifecycle - from recruitment and Skills Lab coaching to post-deployment - providing consistent benchmarking and data-driven decision-making.

2025 also marked a significant evolution in how FDM embeds AI learning and enablement into our Skills Lab coaching ecosystem. We recognise that AI is becoming a baseline expectation rather than a specialist skill. The following are examples of changes we made during the year as we move towards global standardisation of all our AI learning initiatives:

·      AI Fluency Programme expansion - We successfully delivered AI Fluency sprints across UK and EMEA, equipping bench Consultants with foundational AI knowledge and hands-on experience. These sessions focus on practical applications of AI in business and technology, ensuring Consultants are prepared for AI-driven environments.

·      Launch of Prompt Engineering sprint - This sprint develops practical expertise in crafting effective prompts for generative AI tools - a critical skill for improving productivity and solution quality.

·      Embedding AI across all learning pathways - Unlike in 2024, where AI training was delivered via standalone modules, in 2025 we integrated AI concepts into practice sprints and coaching activities across all specialisms. This ensures consistent reinforcement of AI skills and mindset throughout the consultant journey.

·      AI enhanced assessment and coaching - We leveraged AI-driven analytics within HackerRank and other platforms to provide real-time feedback, personalised learning paths, and predictive insights on Consultant performance, creating a more adaptive and data-informed training model.

·      Global knowledge sharing - In 2025, we established a cross-regional AI learning framework, sharing

best practices and sprint designs globally to maintain consistency and scalability across all our regions.

The FDM Practices framework continues to develop our Consultants into multi-skilled professionals who deliver maximum value to clients navigating rapid technological change.

Our five areas of specialism remain:

·      Software Engineering - Building robust, scalable software using modern technologies and agile methods.

·      Change & Transformation - Guiding organisations through complex change with strong project management and problem-solving skills.

·      Data & Analytics - Leveraging advanced analytics, BI tools, and machine learning to extract insights and drive competitive advantage.

·      IT Operations - Ensuring secure, efficient IT systems through expertise in system administration, network management, and cybersecurity.

·      Risk, Regulation & Compliance - Managing risk and compliance to safeguard organisational reputation and stakeholder trust.

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 45 new clients in the year (2024: 52), of which 31 were in the UK, three in North America, three in EMEA and eight in APAC. Of these new clients, 69% were secured from outside the financial services sector. In addition, we placed Consultants with 26 clients who had not used our services recently.

Expand our geographic presence through sustainable and efficient means

The expansion and consolidation of our geographic presence remains a key growth driver for the Group. While the move to 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.

GROUP RESULTS

Summary income statement

	Year ending 31 December 2025	Year ending 31 December 2024	% change
Revenue	£177.7m	£257.7m	-31%
Exceptional administrative expenses	£2.6m	£4.9m	-47%
Goodwill and asset impairment charge	£3.3m	£nil	n/a
Adjusted operating profit1	£13.6m	£33.4m	-59%
Operating profit	£7.5m	£27.4m	-73%
Adjusted profit before tax1	£13.7m	£34.0m	-60%
Profit before tax	£7.6m	£28.1m	-73%
Adjusted basic EPS1	10.0p	23.0p	-57%

Overview

Against continuing challenging market conditions, the Group delivered another resilient performance in 2025. Revenue decreased by 31% to £177.7 million (2024: £257.7 million) (30% lower on a constant-currency basis²), adjusted operating profit¹ decreased by 59% to £13.6 million (2024: £33.4 million), and adjusted basic earnings per share¹ was down 57%, to 10.0 pence (2024: 23.0 pence). Adjusted operating profit includes a significant recurring cash inflow which was received in the first half of the year. This represents a larger proportion of adjusted operating profit in 2025 compared to prior years. We ended the year with cash balances of £35.3 million (2024: £40.6 million), having converted 292.3% of our operating profit into operating cash flow. Our balance sheet remains strong with no debt. We are well positioned for growth when market conditions improve, with a proven and agile business model that is able to respond rapidly and effectively to market fluctuations.

Consultants assigned to clients at the end of 2025 totalled 2,003, a decrease of 22% from 2,578 at the end of 2024. At the end of 2025 our Ex-Forces Programme accounted for 51 Consultants deployed worldwide (end of 2024: 105). Our Returners Programme had 131 Consultants deployed at the end of 2025 (end of 2024: 164).

The Consultant utilisation rate was consistent with the prior year at 92.7% (2024: 92.9%).

An analysis of revenue and headcount by region is set out in the table below:

	Year ending 31 December 2025 Revenue £m	Year ending 31 December 2024 Revenue £m	2025 Consultants assigned to clients3	2024 Consultants assigned  to clients3
UK	88.4	104.0	910	1,056
North America	45.8	92.2	500	742
EMEA	15.0	21.9	124	256
APAC	28.5	39.6	469	524
	177.7	257.7	2,003	2,578

Administrative expenses decreased to £66.7 million (2024: £87.5 million). Included within administrative expenses are £2.6 million of exceptional costs (2024: £4.9 million), representing the costs of terminating the employment of internal staff and undeployed Consultants. Adjusted Group operating margin¹ decreased to 7.6% (2024: 13.0%).

¹  The adjusted operating profit and adjusted profit before tax are calculated before; i) Share Plan expenses of £0.2 million (2024: £1.1 million); ii) exceptional costs of £2.6 million (2024: £4.9 million) as we continued to align our internal staff and available resource with market demand; and iii) the EMEA goodwill and asset impairment charge of £3.3 million (2024: £nil). The adjusted basic earnings per share is calculated before the impact, net of tax of; i) Share Plan expenses ii) exceptional costs; and iii) the EMEA goodwill and asset impairment charge.

² The constant-currency basis is calculated by translating current-year and prior-year 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 2025 figure taken from week commencing on 15 December 2025. 2024 figure taken from week commencing 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 expense including associated taxes and social security costs ii) exceptional administrative expenses relating to terminating the employment of internal staff and undeployed Consultants; and iii) the goodwill impairment charge incurred in respect of EMEA.

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. A net expense of £0.2 million was recognised in the year relating to the share-based payments including social security costs, with a credit of £0.3 million in relation the Performance Share Plan offset against £0.5 million expense in respect of the Buy As You Earn ("BAYE") Plan, which saw an increased expense as the Plan was closed during 2025 with all share matching completed in the year (2024: expenses of £1.1 million, including expenses of £0.2 million in respect of the BAYE Plan).

Exceptional administrative expenses

During the year, the Group incurred exceptional administrative expenses of £2.6 million (2024: £4.9 million), as a result of the Group taking measures to align better the number of undeployed Consultants and internal staff with current market demand.

Impairment of goodwill and assets

A goodwill and asset impairment charge of £3.3 million was recognised during the year in relation to EMEA (2024: £nil). As disclosed in note 8, EMEA generated a loss before income tax in the year. The goodwill and assets of EMEA were assessed and subsequently impaired.

Net finance income

Net finance income includes bank interest income of £1.6 million (2024: £1.9 million) and lease liability interest of £1.3 million (2024: £1.2 million). The Group has no debt.

Taxation

The Group's total tax charge for the year was £2.0 million, equivalent to an effective tax rate of 25.8%, on profit before tax of £7.6 million (2024: effective tax rate of 26.9% based on a tax charge of £7.6 million and a profit before tax of £28.1 million). The effective tax is broadly equivalent to the underlying UK tax rate of 25%.

Earnings per share

Basic earnings per share decreased in the year to 5.2 pence (2024: 18.8 pence), while adjusted basic earnings per share was 10.0 pence (2024: 23.0 pence). Diluted earnings per share was 5.2 pence (2024: 18.7 pence).

Dividend

During the year, the Group paid two dividends with a total payment to shareholders of £20.3 million (2024: £31.7 million).

At the AGM, held on 20 May 2025, a final dividend of 12.5 pence per share for 2024 was approved by shareholders and was paid on 27 June 2025. On 29 July 2025, an interim dividend of 6.0 pence per share for 2025 was declared and was paid on 14 November 2025.

The Board has recommended a final dividend of 4.0 pence per share, subject to shareholder approval at the 2026 AGM, taking the total dividend arising from the 2025 financial year to 10.0 pence per share (2024 total dividend: 22.5 pence per share).

The Group maintains 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. As at 31 December 2025, the Company had distributable reserves of £23.3 million. This statement does not form part of the audited financial statements and the distributable reserves figure of £23.3 million is therefore not audited by PricewaterhouseCoopers LLP ("PwC").

Cash flows and Statement of Financial Position

At the year end the Group's cash balance was £35.3 million (2024: £40.6 million). Dividends paid in the year totalled £20.3 million (2024: £31.7 million). Capital expenditure was £0.2 million (2024: £0.3 million) and tax paid was £2.7 million (2024: £5.8 million). Our business model remains highly cash generative. Cash conversion was 292% (2024: 121%) due to continuing strong working capital management by the Group, the impact of our lease payments not being classified as operational, and the effect of the add back of the non-cash EMEA goodwill and asset impairment charge. Adjusted cash conversion was 200% (2024: 116%). Adjusted cash conversion, including lease payments was 155% (2024: 99%).

Debtor days at the year-end were in line with Group targets, as they were in the prior year.

SEGMENTAL PERFORMANCE

UK

Year-end Consultant headcount was 910, a decrease of 14% on the prior year (2024: 1,056). Revenue decreased by 15% to £88.4 million (2024: £104.0 million) and adjusted operating profit¹ decreased by 40% to £11.2 million (2024: £18.8 million).

The UK market remained challenging in 2025. The proportion of experienced Consultants remained higher than historic averages, reflecting both the restrictions imposed by our clients' budgets on their ability to internalise our Consultants as permanent hires, and an appetite for the skills that more experienced Consultants bring. Operational performance was similar to 2024 and we therefore coached a similar number of Consultants (2025: 198, 2024: 200).

We continued to closely manage our cost base and we incurred £1.5 million of exceptional costs (2024: £3.6 million) associated with measures taken to better align the number of benched Consultants and internal staff with demand.

Business development remains promising and we opened 31 new clients in the year (2024: 28).

North America

Year-end Consultant headcount was 500, a decrease of 33% on the prior year (2024: 742), partly reflecting, as previously highlighted, a major client's restructuring of its operations following internal regulatory compliance failures unrelated to FDM's services. Revenue decreased by 50% to £45.8 million (2024: £92.2 million) and adjusted operating profit¹ decreased by 81% to £2.2 million (2024: £11.7 million).

As in the UK, challenging market conditions continued into 2025. In 2024, the headcount reductions were concentrated later in the year, which meant that full year revenue did not decline as much as end of year headcount. As a result, the year‑on‑year impact on revenue in 2025 is more significant, with revenue falling 50% compared to a 33% drop in headcount.

We continued to closely manage our cost base and during the period we incurred £0.2 million of exceptional costs (2024: £0.8 million) associated with the measures taken to better align the number of benched Consultants and internal staff with current demand. An increase in client demand towards the end of the year was reflected in our coaching completions as we coached 218 Consultants in the second half of 2025 compared with 114 in the first half. Across the full year, we coached a similar number of Consultants to 2024 (2025: 332, 2024: 330).

During the year we gained three new clients (2024: eight).

EMEA (Europe, Middle East and Africa, excluding UK)

Year-end Consultant headcount was 124, a decrease of 52% on the prior year (2024: 256). Revenue decreased by 32% to £15.0 million (2024: £21.9 million) and adjusted operating profit¹ decreased by 92% to £0.1 million (2024: £1.3 million).

During the period we carried a higher than typical number of undeployed Consultants which contributed towards adjusted operating profit decreasing by more than headcount. Headcount and exceptional costs were impacted by the early conclusion of a client project in Germany. Exceptional costs associated with measures taken to better align the number of benched Consultants and internal staff with current demand were £0.8 million (2024: £0.1 million).

During the year, we coached 95 Consultants (2024: 138) and gained three new clients (2024: five).

APAC (Asia Pacific)

Year-end Consultant headcount was 469, a decrease of 10% on the prior year (2024: 524). Revenue decreased by 28% to £28.5 million (2024: £39.6 million) and adjusted operating profit¹ decreased by 94% to £0.1 million (2024: £1.6 million).

Similar to elsewhere in the Group, challenging market conditions persisted in 2025 and we coached a similar number of Consultants year on year (2025: 203, 2024: 209). During the period we entered the Malaysian market, with a small number of Consultants placed at year end.

During the period we incurred £0.1 million of exceptional costs (2024: £0.4 million) associated with the measures taken to better align the number of benched Consultants and internal staff with current demand.

We opened eight new clients in the year (2024: 11).

The Board and its Committees

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. Based in the US, Bruce has wide experience in CIO roles with global banks, financial institutions and other organisations (including some which historically have been FDM clients). He has an in-depth understanding of FDM's model, the sectors we operate in, and the technologies which are key to those sectors.

Following a thorough selection process led by the Nomination Committee, which involved consideration of internal and external candidates, Alan Kinnear was appointed as Non-Executive Chair of the Board with effect from 30 July 2025, succeeding David Lister in the role following his retirement 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.

Progressing our ESG initiatives

We remain committed to promoting diversity, social mobility and inclusion within our workplace, as evidenced in the People and Communities section of the Annual Report. We are highly supportive of our Employee Networks, our charity partners and our various career development and leadership training programmes.

During the year, FDM joined the United Nations Global Compact ('UNGC'), committing the Group to promote and communicate regularly on its ongoing sustainability actions and evidencing our commitment to meeting our sustainability targets.

Delivering our science-based GHG emission reduction targets remains an area of focus. Our total annual GHG emissions are low at below 1 tCO₂e per employee; however, we are not complacent and remain focused on taking action to reduce our GHG emissions.

Our people

FDM is a people business, and the Board is proud of the passion and commitment which our people across our operating regions ceaselessly offer the Group.

The wellbeing of all our people remains a key priority for the Board. The People Team continues to engage with employees, to ensure that their wellbeing is monitored and safeguarded, particularly during this period of extended market uncertainty. Our recent employee survey results showed encouraging feedback and has been useful in identifying employees' priorities.

The Board  would like to extend its thanks to every FDM employee for their hard work during 2025, which has enabled us to deliver a resilient performance, in challenging market conditions.

CURRENT TRADING AND OUTLOOK

We continue to see encouraging signs in some of the markets we serve, albeit levels of confidence and activity vary across our geographies. Recent events in the Middle East clearly add to the levels of economic, political and market uncertainty, but the Board is optimistic that areas of the Group less impacted will continue to experience the modest uptick in activity seen over recent months.

We are seeing increasing client appetite for AI-enabled skills, from automation and data readiness to governance and model oversight. Our scalable coaching model, with AI literacy embedded across our Practices, early career talent pipeline and existing track record in AI-enabled projects mean we are well positioned to respond to these opportunities as they develop.

The Board remains focused on positioning FDM to return to sustainable growth across the Group as soon as market conditions permit, and we continue to align resources carefully by region, in line with current and anticipated demand, while applying rigorous cost management and taking a prudent approach to investment.

Consolidated Income Statement

for the year ended 31 December 2025

		Note		2025	2024
				£000	£000
Revenue		3		177,727	257,704
Cost of sales				(100,247)	(142,754)
Gross profit				77,480	114,950
Administrative expenses				(66,708)	(87,511)
which includes:
Exceptional items		4	(2,604)		(4,894)
Impairment loss			(3,272)		-
Operating profit				7,500	27,439
Finance income				1,568	1,927
Finance expense				(1,425)	(1,304)
Net finance income				143	623
Profit before income tax				7,643	28,062
Taxation		6		(1,974)	(7,555)
Profit for the year				5,669	20,507

Earnings per ordinary share

			2025	2024
			pence	pence
Basic	7		5.2	18.8
Diluted	7		5.2	18.7

The results for the year shown above arise from continuing operations.

Consolidated Statement of Comprehensive Income

for the year ended 31 December 2025

			2025	2024
			£000	£000
Profit for the year			5,669	20,507
Other comprehensive (expense)/ income
Items that may be subsequently reclassified to profit or loss
Exchange differences on retranslation of foreign operations (net of tax)			(887)	494
Total other comprehensive (expense)/ income			(887)	494
Total comprehensive income for the year			4,782	21,001

Consolidated Statement of Financial Position

as at 31 December 2025				2025	2024
		Note		£000	£000
Non-current assets
Right-of-use assets				16,963	19,614
Property, plant and equipment				1,389	1,974
Intangible assets				16,501	19,464
Deferred income tax assets				209	481
				35,062	41,533
Current assets
Trade and other receivables		9		18,526	28,532
Income tax receivables				836	797
Cash and cash equivalents		10		35,282	40,588
				54,644	69,917
Total assets				89,706	111,450
Current liabilities
Trade and other payables		11		16,898	20,734
Lease liabilities				5,068	4,586
Current income tax liabilities				54	1,010
				22,020	26,330
Non-current liabilities
Lease liabilities				14,841	17,122
Provisions				699	658
				15,540	17,780
Total liabilities				37,560	44,110
Net assets				52,146	67,340
Equity attributable to owners of the parent
Share capital		12		1,097	1,097
Share premium				9,705	9,705
All Other reserves				1,835	2,525
Retained earnings				39,509	54,013
Total equity				52,146	67,340

Consolidated Statement of Cash Flows

for the year ended 31 December 2025

		Note		2025		2024
				£000		£000
Cash flows from operating activities
Group profit before tax for the year				7,643		28,062
Adjustments for:
Impairment loss				3,272		-
Depreciation and amortisation		5		5,113		5,405
Loss/ (profit) on disposal of non-current assets				1		(167)
Finance income				(1,568)		(1,927)
Finance expense				1,425		1,304
Share-based payment charge (including associated social security costs)				179		1,202
Decrease in trade and other receivables				9,655		3,864
Decrease in trade and other payables				(3,796)		(4,635)
Cash flows generated from operations				21,924		33,108
Interest received				1,568		1,927
Income tax paid				(2,671)		(5,796)
Net cash inflow from operating activities				20,821		29,239
Cash flows from investing activities
Acquisition of property, plant and equipment				(188)		(335)
Net cash used in investing activities				(188)		(335)
Cash flows from financing activities
Proceeds from issuance of ordinary shares				-		1
Proceeds from sale of shares from EBT				145		299
Principal elements of lease payments				(3,649)		(3,676)
Interest elements of lease payments				(1,339)		(1,225)
Finance costs paid				(88)		(57)
Dividends paid		13		(20,273)		(31,677)
Net cash used in financing activities				(25,204)		(36,335)
Exchange (losses)/ gains on cash and cash equivalents				(735)		793
Net decrease in cash and cash equivalents				(5,306)		(6,638)
Cash and cash equivalents at beginning of year				40,588		47,226
Cash and cash equivalents at end of year		10		35,282		40,588

Consolidated Statement of Changes in Equity

for the year ended 31 December 2025

		Share capital	Share premium	All Other reserves	Retained earnings	Total equity
		£000	£000	£000	£000	£000
Balance at 1 January 2025		1,097	9,705	2,525	54,013	67,340
Profit for the year		-	-	-	5,669	5,669
Other comprehensive income for the year		-	-	(887)	-	(887)
Total comprehensive income for the year		-	-	(887)	5,669	4,782
Share-based payments		-	-	338	-	338
	Transfer to retained earnings	-	-	(2,332)	2,332	-
	Own shares sold	-	-	2,191	(2,076)	115
	Recharge of net settled share options	-	-	-	(156)	(156)
	Dividends (note 13)	-	-	-	(20,273)	(20,273)
Issue of new shares		-	-	-	-	-
Total transactions with owners, recognised directly in equity		-	-	197	(20,173)	(19,976)
Balance at 31 December 2025		1,097	9,705	1,835	39,509	52,146

		Share capital	Share premium	All Other reserves	Retained earnings	Total equity
		£000	£000	£000	£000	£000
Balance at 1 January 2024		1,096	9,705	1,567	64,303	76,671
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		-	-	1,108	-	1,108
	Transfer to retained earnings	-	-	(1,260)	1,260	-
	Own shares sold	-	-	616	(317)	299
	Recharge of net settled share options	-	-	-	(63)	(63)
	Dividends (note 13 )	-	-	-	(31,677)	(31,677)
Issue of new shares		1	-	-	-	1
Total transactions with owners, recognised directly in equity		1	-	464	(30,797)	(30,332)
Balance at 31 December 2024		1,097	9,705	2,525	54,013	67,340

Notes to the Consolidated Financial Statements

1        General information

The Group is an international professional services provider focusing principally on IT, specialising in the recruitment, development and deployment of its own permanent Consultants.

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.

The financial statements of the Group have been prepared in accordance with UK-adopted International Accounting Standards and with the requirements of the Companies Act 2006 as applicable to companies reporting under those standards.

The Consolidated Financial Statements have been prepared on a historical cost basis. The Consolidated Financial Statements are presented in Pounds Sterling and all values are rounded to the nearest thousand (£000), except where otherwise indicated.

2        Basis of preparation

The financial information set out in this preliminary announcement does not constitute statutory accounts for the years ended 31 December 2025 and 31 December 2024, for the purpose of the Companies Act 2006, but is derived from those accounts. The audited statutory accounts for 2024 have been delivered to the Registrar of Companies and those for 2025 were approved for issue on 17 March 2026. The Group's auditor reported on the Annual Report and Accounts for the year ended 31 December 2025 on 17 March 2026. Their report was unqualified, did not draw attention to any matters by way of emphasis without qualifying their report and did not contain statements under Section 498(2) or (3) of the Companies Act 2006.

While the financial information included in this preliminary announcement has been prepared in accordance with UK-adopted International Financial Reporting Standards, this announcement does not itself contain sufficient information to comply with UK-adopted International Financial Reporting Standards. The accounting policies applied in preparing this financial information are consistent with the Group's financial statements for the year ended 31 December 2024 with the exception of the following standards and amendments which were effective from 1 January 2025 and were adopted by the Group in preparing the financial statements. The adoption of these standards and amendments has not had a material impact on the Group's financial statements in the year:

-     IAS 21 - Lack of Exchangeability          (Amendments to IAS 21)

3        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'.

As of 31 December 2025, the Board of Directors consider that the Group is organised on a worldwide basis 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 taxation, assets and liabilities are attributable to the principal activity of the Group, being a global professional services provider with a focus on IT.

For the year ended 31 December 2025

		North
	UK	America	EMEA	APAC	Total
	£000	£000	£000	£000	£000
Revenue	88,441	45,821	14,973	28,492	177,727
Depreciation and amortisation	(1,984)	(1,289)	(403)	(1,437)	(5,113)
Exceptional administrative expenses	(1,508)	(224)	(820)	(52)	(2,604)
Impairment loss	-	-	(3,272)	-	(3,272)
Segment operating profit/ (loss)	9,578	1,950	(4,040)	12	7,500
Finance income¹	1,638	128	1	-	1,767
Finance costs¹	(1,063)	(147)	(50)	(364)	(1,624)
Profit/ (loss) before income tax	10,153	1,931	(4,089)	(352)	7,643

As at 31 December 2025
Total assets	53,846	17,902	5,601	12,357	89,706
Total liabilities	(9,256)	(5,962)	(6,366)	(15,976)	(37,560)

¹ Finance income and finance costs include intercompany interest which is eliminated upon consolidation.

Included in total assets above are non-current assets (excluding deferred tax) as follows:

				UK	North America		EMEA		APAC		Total
				£000	£000		£000		£'000		£000
31 December 2025				27,795	4,010		-		3,048		34,853

The following foreign entities, which are 100% owned subsidiaries, are material by their size at 31 December 2025:

Entity name	FDM Group Inc.	FDM Group Canada Inc.
Country of registration	USA	Canada
	£000	£000
Revenue	27,831	17,990
Non-current assets (excluding deferred tax)	1,714	638

For the year ended 31 December 2024

		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)
Segment operating profit	14,512	10,666	1,186	1,075	27,439
Finance income¹	1,842	280	15	6	2,143
Finance costs¹	(897)	(149)	(51)	(423)	(1,520)
Profit before income tax	15,457	10,797	1,150	658	28,062
As at 31 December 2024
Total assets (restated)2	63,589	20,714	12,442	14,705	111,450
Total liabilities	(12,325)	(7,461)	(7,177)	(17,147)	(44,110)

¹ Finance income and finance costs include intercompany interest which is eliminated upon consolidation

² Total assets have been restated for UK, North America and EMEA to reflect the disclosure of the allocation of goodwill to the segment in which it was originally generated. Previously goodwill had been disclosed as part of the UK segment. The restated total assets reflect £4,621,000 decrease in the UK, £1,778,000 increase in North America and £2,843,000 increase in EMEA.

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 (restated)	29,487	3,674	3,422	4,469	41,052

Non-current assets (excluding deferred tax) have been restated for UK, North America and EMEA to disclose goodwill in the region to which it was originally generated. Previously, all goodwill had been disclosed in the UK region. The restated non-current assets (excluding deferred tax) reflect £4,621,000 decrease in the UK, £1,778,000 increase in North America and £2,843,000 increase in EMEA. Goodwill is disclosed in note 8.

The following foreign entities, which are 100% owned subsidiaries, are material by their size at 31 December 2024:

Entity name	FDM Group Inc.	FDM Group Canada Inc.	FDM Group Australia Pty Ltd
Country of registration:	USA	Canada	Australia
	£000	£000	£000
Revenue	48,317	43,871	15,976
Non-current assets (excluding deferred tax)	1,041	855	3,245

4        Exceptional administrative expenses

During the year, the Group incurred exceptional costs of £2.6 million (2024: £4.9 million) as we better aligned our internal staff and undeployed Consultants with market demand.

5        Operating profit

Operating profit for the year has been arrived at after charging/ (crediting):

			2025	2024
			£000	£000
	Net foreign exchange differences	(197)			369
	Loss on disposal of property, plant and equipment	4			3
	Loss/ (profit) on disposal of right-of-use assets	(3)			(170)
	Goodwill impairment	2,992			-
	Asset impairment	280			-
	Depreciation of right-of-use assets	4,396			4,547
	Depreciation of property, plant and equipment	717			858
	Expense relating to short-term leases	-			49

6        Taxation

The major components of income tax expense for the years ended 31 December 2025 and 2024 are:

		2025	2024
		£000	£000
Current income tax:
Current income tax charge		3,535	8,254
Adjustments in respect of prior periods		(1,821)	(731)
Total current income tax		1,714	7,523
Deferred tax:
Relating to origination and reversal of temporary differences		260	32
Total deferred tax		260	32
Total tax expense reported in the income statement		1,974	7,555

The standard rate of corporation tax in the UK is 25%, accordingly, the profits for 2025 are taxed at 25% (2024: 25%). The tax charge for the year is higher (2024: higher) than the standard rate of corporation tax in the UK. The differences are set out below:

		2025	2024
		£000	£000
Profit before income tax		7,643	28,062
Profit before income tax multiplied by UK standard rate of corporation tax of 25% (2024: 25%)		1,911	7,016
Effect of different tax rates on overseas earnings		215	403
Effect of expenses not deductible for tax purposes		372	287
Non‑deductible goodwill impairment		748	-
Adjustments in respect of prior periods		(1,821)	(731)
Effect of unused tax losses not recognised for deferred tax assets		549	580
Total tax charge		1,974	7,555

7        Earnings per ordinary share

Basic earnings per share are 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 year.

			2025	2024
Profit for the year		£000	5,669	20,507
Average number of ordinary shares in issue (thousands)			109,497	109,224
Basic earnings per share		Pence	5.2	18.8

Adjusted basic earnings per share are calculated by dividing the profit attributable to ordinary equity holders of the Parent Company, excluding (i) Performance Share Plan expenses (including social security costs and associated deferred tax) (ii) exceptional costs relating to terminating the employment of internal staff and undeployed Consultants (including associated tax) and (iii) the EMEA goodwill and asset impairment charge, by the weighted average number of ordinary shares in issue during the period.

			2025	2024
Profit for the year (basic earnings)		£000	5,669	20,507
Share-based payment expense (including social security costs)		£000	184		1,063
Tax effect of share-based payment expense		£000	(54)		(210)
Exceptional costs (see note 4)		£000	2,604		4,894
Tax effect of exceptional costs		£000	(690)		(1,164)
Impairment loss		£000	3,272		-
Adjusted profit for the year		£000	10,985	25,090
Average number of ordinary shares in issue (thousands)			109,497	109,224
Adjusted basic earnings per share		Pence	10.0	23.0

Diluted earnings per share

Diluted earnings per share are 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 share options; 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.

			2025	2024
Profit for the year (basic earnings)		£000	5,669	20,507
Average number of ordinary shares in issue (thousands)			109,497	109,224
Adjustment for share options (thousands)			131	401
Diluted number of ordinary shares in issue (thousands)			109,628	109,625
Diluted earnings per share		Pence	5.2	18.7

8        Impairment of goodwill

An impairment charge of £3,272,000 in relation to the EMEA CGU was recognised during the year (2024: £nil). As disclosed in note 3, EMEA generated a loss before income tax in 2025. The EMEA goodwill of £2,992,000 was assessed and subsequently impaired in full, as were fixed assets associated with the EMEA CGU with net book value of £280,000 (right-of-use assets £228,000, leasehold improvements £15,000 and property, plant and equipment £37,000).

9        Trade and other receivables

Due to their short-term nature, the Directors consider that the carrying amount of trade receivables approximates to their transaction price. The standard credit terms are 30 days.

			2025	2024
			£000	£000
Trade receivables			13,920	22,297
Prepayments and accrued income			3,705	5,105
Other receivables			901	1,130
			18,526	28,532

10      Cash and cash equivalents

				2025	2024
				£000	£000
Cash at bank and in hand				35,282	40,588

11      Trade and other payables

Due to their short-term nature, the Directors consider that the carrying amount of trade payables approximates to their fair value.

			2025	2024
			£000	£000
Trade payables			617	1,782
Other payables			2,393	1,773
Other taxes and social security			4,707	4,798
Accruals			9,181	12,381
			16,898	20,734

12      Share capital

Authorised, called-up, allotted and fully-paid share capital
		2025	2025	2024		2024
		Number of shares	£000	Number of shares		£000
Ordinary shares of £0.01 each
At 1 January		109,706,702	1,097	109,611,852		1,096
Issued in year		19,575	-	94,850		1
At 31 December		109,726,277	1,097	109,706,702		1,097

13      Dividends

								2025		2024
								£000		£000
Dividends paid
Paid to shareholders								20,273		31,677

2025

An interim dividend of 6.0 pence per ordinary share was declared by the Directors on 29 July 2025 and was paid on 14 November 2025 to holders on the register on 24 October 2025; the amount paid was £6,581,000.

The Board is proposing a final dividend of 4.0 pence per share in respect of the year to 31 December 2025, for approval by shareholders at the AGM on 21 May 2026; the amount payable will be £4,338,000. Subject to shareholder approval the dividend will be paid on 26 June 2026 to shareholders on the register on 5 June 2026.

This brings the Company's total dividend for the year to 10.0 pence per share (2024: 22.5 pence per share).

The Board continues to operate its dividend policy; the Group will retain sufficient capital to fund ongoing operating requirements, maintain an appropriate level of dividend cover and sufficient funds to invest in the Group's longer-term growth.

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 on the register on 11 October 2024; the amount paid was £10,928,000.

The Board paid a final dividend of 12.5 pence per share on 27 June 2025, to shareholders on the register on 6 June 2025; the amount paid was £13,692,000.

 

END