Annual Report
and Accounts
2025
FDM Group (Holdings) plc
Annual Report and Accounts 2025
Powering the people
behind tech and innovation
Strategic Report
See pages 4–66
Governance
See pages 68–133
Financial Statements
See pages 134–186
Contents
2
Highlights
Strategic Report
6
We are FDM
8
Statement from the Chair of the Board
10
Chief Executive’s Review
16
Business Model
18
Our Markets
22
Key Performance Indicators
24
Financial Review
27
Risk Management
36
Sustainability Report
Governance
70
Board of Directors
73
Corporate Governance Report
92
Audit Committee Report
103
Nomination Committee Report
107
Directors’ Remuneration Report
128
Directors’ Report
Financial Statements
136
Independent auditors’ report to the members
of FDM Group (Holdings) plc
145
Consolidated Income Statement
146
Consolidated Statement of Comprehensive Income
147
Consolidated Statement of Financial Position
148
Consolidated Statement of Cash Flows
149
Consolidated Statement of Changes in Equity
150
Notes to the Consolidated Financial Statements
177
Parent Company Statement of Financial Position
178
Parent Company Statement of Changes in Equity
179
Notes to the Parent Company Financial Statements
186
Shareholder Information
1
Financial Statements
Governance
Strategic Report
Financial
Revenue
£177.7m
-31%
2024: £257.7m
Profit before tax
£7.6m
-73%
2024: £28.1m
Basic earnings per share
5.2 pence
-72%
2024: 18.8 pence
Cash flows generated
from operations
£21.9m
-34%
2024: £33.1m
Cash conversion
2
292%
+141%
2024: 121%
Share-based
payment expense
£0.2m
-82%
2024: £1.1m
Effective income tax rate
25.8%
-4%
2024: 26.9%
Adjusted operating profit
1
£13.6m
-59%
2024: £33.4m
Adjusted profit before tax
1
£13.7m
-60%
2024: £34.0m
Adjusted basic earnings per share
1
10.0 pence
-57%
2024: 23.0 pence
Cash position
at year end
£35.3m
-13%
2024: £40.6m
Adjusted cash conversion
2
200%
+72%
2024: 116%
Exceptional administrative
expenses
£2.6m
-47%
2024: £4.9m
Dividend per share
3
10.0
pence
-56%
2024: 22.5 pence
Highlights
2
FDM Group (Holdings) plc
Annual Report and Accounts 2025
Operational
2,003
Consultants assigned
to clients at the end
of 2025
4
(2024: 2,578)
Consultant
utilisation
5
rate of
92.7%
(2024: 92.9%)
201
university events
attended
6
in 2025
(2024: 389)
0.93
tCO
2
e
greenhouse gas emissions
per employee
(2024: 0.77 tCO
2
e)
Forward-looking statements
This Annual Report 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.
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). 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
A recommended final dividend of 4.0 pence per share, following an interim dividend of
6.0 pence per share declared in July 2025, giving a total dividend for the year of 10.0 pence
per share (2024: 22.5 pence per share).
4
2025 figure taken from week commencing on 15 December 2025. 2024 figure taken from
week commencing on 30 December 2024.
5
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.
6
This is a mix of physical and virtual events attended.
828
coaching
completions in 2025
(2024: 877)
45
new clients globally
(2024: 52)
UK mean gender
pay gap of
3.7%
(2024: -2.5%)
3
Strategic
Report
6
We are FDM
8
Statement from the Chair of the Board
10
Chief Executive’s Review
16
Business Model
18
Our Markets
22
Key Performance Indicators
24
Financial Review
27
Risk Management
36
Sustainability Report
4
FDM Group (Holdings) plc
Annual Report and Accounts 2025
Financial Statements
Governance
Strategic Report
We are FDM
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.
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. Our business model is
client-focused, coaching and
deploying skilled, energetic and
self-motivated Consultants
across five Practices:
Software
Engineering
Change &
Transformation
Data &
Analytics
IT Operations
Risk, Regulation &
Compliance
FDM Group (Holdings) plc
Annual Report and Accounts 2025
6
Our values
Insightful
We're tuned in to the
latest tech trends and
business needs
Invigorating
We give people
what they need
to succeed
Influential
We act boldly to
push boundaries and
set new standards
Financial Statements
Governance
Strategic Report
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.
I am pleased to present
FDM’s Annual Report for
the financial year ended
31 December 2025, the first
since my appointment as
Chair of the Board.
Performance
Against a background of continued
uncertainty across all our major
markets, the Group delivered
an adjusted profit before tax
1
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).
On behalf of the Board I would like to
thank all our staff for their continuing
diligence and contribution during
what has been the third consecutive
year in which FDM faced very difficult
trading conditions. They have worked
hard and collaborated positively with
each other to maintain energy and
morale across the business.
Governance
The aim of this report is to present
a fair, balanced and understandable
picture of the progress we made
during 2025, providing a high level
of disclosure to enable all our
stakeholders, including current
and prospective shareholders,
to understand our business, its
performance during 2025 and its
prospects for growth. We are driven
by a strong purpose, which leads us
to look for profitable opportunities
where we can be ready to provide
Consultants
with the skills needed
to address our clients’ technology
needs, maximising the value we can
add to their businesses.
Robust corporate governance and a
sound approach to risk management
are fundamental to the sustainability
of the Group and its operations. This
Annual Report relates to the 2025
financial year, in respect of which we
are guided by the 2024 UK Corporate
Governance Code (“2024 Code”).
Statement from the Chair of the Board
Alan Kinnear
Chair of the Board
8
FDM Group (Holdings) plc
Annual Report and Accounts 2025
2025 was the first year in which the
2024 Code has applied to FDM Group,
and the new reporting requirements
on material controls have applied to
FDM Group from 1 January 2026.
During the year the Board commenced
a rigorous exercise to determine
which of our controls we consider to
be material and how we will evidence
their operational effectiveness for the
purposes of the statement we will give
in our Annual Report 2026. Further
information on this project can be
found in the Audit Committee Report
on page 92.
Engagement with our employees and
other stakeholders has always been
an important part of our approach
and we continue our efforts to ensure
employee voices are heard by the
Board. There is further information
on
pages 64 and 65 about how the
Directors have carried out their duties
under Section 172 of the Companies
Act 2006 to promote the long-term
success of the Company for the
benefit of its shareholders, while
having regard to the interests of all
stakeholders. One important element
of that engagement involved inviting
feedback from more than 30 senior
managers in all our key regions for
a detailed SWOT analysis of our
business carried out by the Board.
This has helped us to identify some
actions which will help strengthen
our business strategically and
operationally, and we have since
engaged further with the participating
managers to update them on our
findings and future plans. There is
more information on this exercise
in the Corporate Governance Report
on page 73.
During the year we have had a number
of discussions at Board level to ensure
we are ready both to maximise the
opportunities presented by AI in our
markets, and to apply appropriate
governance to our internal use of
AI tools. We received presentations
from senior managers on the Group’s
strategy in these areas, and on the
evolution of our Skills Lab to ensure
that our Consultants are well-equipped
with the skills which will be in demand
as clients implement AI tools across
their organisations. More information
on this appears on pages 12 and 13,
and page 62.
We maintain our focus on reducing
our impact on the environment
while further developing the Group’s
response to climate-related risks and
opportunities. Our climate-related
financial disclosures are presented
in a way that is consistent with all of
the recommendations of the Task
Force on Climate-related Financial
Disclosures (“TCFD”). Further
information can be found on page 51.
Culture and values
FDM’s business is supported by a
strong cultural identity that helps to
ensure our goals are understood and
shared by our people. I am particularly
proud of the work we do to promote
social mobility and to make FDM a
diverse and inclusive place to work.
Towards the end of the year, we
asked our staff for their feedback
on a number of areas in our regular
employee survey; the survey is an
important part of our programme of
employee engagement and enables
us to understand their views on
matters relevant to their day-to-day
experience at FDM. There is more
information about our engagement
with our people on page 48.
Dividend
The Board’s policy is to align the
Group’s dividend broadly with the
Group’s earnings per share, while
taking into account the Board’s
desire to maintain an appropriate
cash buffer at Group-level, to fund
organic growth across the business
and to maintain the distributable
reserves available to the Group.
The Board will be recommending
a final dividend of 4.0 pence per
ordinary share in respect of the year
to 31 December 2025 (2024: final
dividend of 12.5 pence per ordinary
share) for approval by shareholders at
our Annual General Meeting (“AGM”),
which is scheduled to be held on
21 May 2026, taking the total ordinary
dividend to 10.0 pence per share
(2024: 22.5 pence per share).
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 I 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. I joined the Board
of FDM Group in January 2020 as
an independent Non-Executive
Director, becoming Chair of the Audit
Committee in April 2020.
On behalf of the Board, I thank
Michelle and David for the contribution
they have made to the Group over
the last nine years. Further details
regarding these changes to the Board
are in the Nomination Committee
Report on pages 103 to 106.
Outlook
FDM returned a resilient performance
for 2025, with improving signs of
appetite for investment from an
appreciable number of our clients
across some key geographies in
the latter part of the year. The
economic and geopolitical backdrop,
exacerbated by recent events in the
Middle East, does however continue
to remain uncertain and to undermine
market confidence.
FDM is a resilient and well-financed
business. We shall continue to
manage our cost base, including by
leveraging the efficiencies which
AI tools will deliver, and to manage
levels of Consultant resource in line
with demand. We remain focused on
returning FDM to growth as soon as
our markets allow.
Alan Kinnear
Chair of the Board
17 March 2026
9
Financial Statements
Governance
Strategic Report
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.
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, although 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
profit
1
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
Chief Executive’s Review
Rod Flavell
Chief Executive Officer
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.
10
FDM Group (Holdings) plc
Annual Report and Accounts 2025
current market demand. We also
recognised a goodwill and asset
impairment charge of £3.3 million
in respect of EMEA. As disclosed in
note 6, 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 appropriately
positioned 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.
Financial Statements
Governance
Strategic Report
Chief Executive’s Review
continued
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.
AI CASE STUDY
The issue
A global bank needed to automate manual
securitisation processes at scale while maintaining
strict regulatory compliance, as existing workflows
were time-consuming and error-prone.
FDM’s approach
FDM deployed a Rapid Automation Squad of
AI-trained Python Engineers, embedding them
within business teams. Leveraging Python, Copilot,
and Large Language Models, the Squad automated
document review and reconciliation processes,
ensuring governance and compliance.
The benefit to the client
Processing times were cut by 90%, transforming
tasks from days to minutes. The bank became an
industry pioneer in AI-driven automation, reducing
operational costs and setting a benchmark for
compliance-focused innovation.
Industry
Financial services client
Change &
Transformation
FDM Group (Holdings) plc
Annual Report and Accounts 2025
12
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.
An overview of the financial performance
and development in each of our markets
is set out on pages 18
to
2
0
.
•
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.
“Using Python coupled with Copilot, the
Squad reduced manual processes usually
measured in days and hours to automated
tasks that now take minutes and seconds.”
Mike McLaren
Chief Financial Officer
13
Financial Statements
Governance
Strategic Report
Areas of focus for 2026
We have identified the following
areas of focus for 2026:
•
Trading opportunities
We are starting to experience a
degree of pick-up in activity levels
in some of our key operating
geographies. We will continue
to take appropriate measures to
adjust our resources and manage
our cost base.
•
Evolve our sales structure
As part of our sales transformation
programme, we will complete
the restructuring of our sales
and consulting teams which
will enhance our commercial
discipline and sales execution.
We will ensure we have the right
people embedded with clients
and a stronger understanding
of how to unlock opportunities
across consulting and workforce
transformation.
•
Enable new products and services
We will enable new products
and services by evolving FDM’s
resourcing-led model into a
broader, AI-enabled workforce
platform that creates multiple
growth pathways for Consultants
and alumni. Core resourcing
remains the foundation, but we
will increasingly wrap it with
productised, outcome-oriented
offerings such as delivery pods,
accelerators and managed
capability powered by embedded
AI to increase productivity
and margin.
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 Sustainability Report on pages
36 to 66. 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 tCO
2
e 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
I am 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.
I would like to extend the Board’s
thanks to every FDM employee
for their hard work during 2025,
which has enabled us to deliver a
resilient performance, in challenging
market conditions.
Chief Executive’s Review
continued
Looking forward
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.
Rod Flavell
Chief Executive Officer
17 March 2026
FDM Group (Holdings) plc
Annual Report and Accounts 2025
14
Financial Statements
Governance
Strategic Report
Business Model
We aim to deliver client-led, sustainable and
profitable operations on a consistent basis.
Our purpose is:
•
Identify talented individuals.
•
Develop individuals through our
Skills Lab.
•
Grow our client presence profitably.
•
Identify and fill our clients’ skills gaps.
•
Create a long-term sustainable
global business.
•
Engage, retain, recognise and energise
internal employees.
Our purpose
Our values
Insightful
Invigorating
Influential
What sets us apart
Powering the people behind
tech and innovation
Leadership
FDM’s leadership team has over 30 years’
experience of meeting clients’ needs by
developing a culture of operational excellence
and continuous improvement.
Global aligned, locally delivered
With 18 centres across UK, North America,
EMEA, and APAC, FDM is able to serve a
diverse international client base and support
scalable deployment of Consultants at a
global enterprise level.
Diversity and talent development
Our people are at the core of our success.
We have a diverse and vibrant Consultant
workforce. We recruit from universities around
the world, as well as experienced talent.
FDM Group (Holdings) plc
Annual Report and Accounts 2025
16
For our clients
We provide our clients with a first-class,
flexible resource at a competitive cost
For our Consultants and internal staff
We provide ongoing professional
development and support to our employees
throughout their careers at FDM
For the environment
We are committed to reducing our
greenhouse gas emissions
2,003
Consultants assigned to clients at year end
For our shareholders
10.0 pence
full-year dividend for 2025
Recommended final dividend of 4.0 pence
per share, following an interim dividend of
6.0 pence per share
Our Consultants continually upskill, allowing
for development within the Practices and
professional advancement
c.3,000
employees globally
75+
nationalities
828
coaching completions in 2025
0.93 tCO
2
e
per employee for greenhouse gas emissions
The value we create
We seek talented, high-quality individuals
through our Programmes:
•
Graduates
•
Ex-Forces
•
Returners
•
Apprentices
We coach individuals through our
adaptable Skills Lab, delivering
experiential-based learning tailored to
client requirements and sprints with
a focus on skills development.
Through building long-term relationships,
we understand our clients’ requirements
and we deliver through our five Practices:
How we do it
Software
Engineering
Change &
Transformation
Data &
Analytics
IT Operations
Risk, Regulation &
Compliance
17
Financial Statements
Governance
Strategic Report
North America
2025
2024
Revenue
£45.8m
£92.2m
Adjusted operating profit
1
£2.2m
£11.7m
Consultants deployed
500
742
Coaching completions
332
330
26%
of FDM’s
global revenue
2024: 36%
EMEA
2025
2024
Revenue
£15.0m
£21.9m
Adjusted operating profit
1
£0.1m
£1.3m
Consultants deployed
124
256
Coaching completions
95
138
8%
of FDM’s
global revenue
2024: 8%
Our Markets
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.
18
FDM Group (Holdings) plc
Annual Report and Accounts 2025
UK
2025
2024
Revenue
£88.4m
£104.0m
Adjusted operating profit
1
£11.2m
£18.8m
Consultants deployed
910
1,056
Coaching completions
198
200
50%
of FDM’s
global revenue
2024: 41%
APAC
2025
2024
Revenue
£28.5m
£39.6m
Adjusted operating profit
1
£0.1m
£1.6m
Consultants deployed
469
524
Coaching completions
203
209
16%
of FDM’s
global revenue
2024: 15%
19
Financial Statements
Governance
Strategic Report
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 profit
1
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 profit
1
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 profit
1
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 profit
1
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: eleven).
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.
Our Markets
continued
FDM Group (Holdings) plc
Annual Report and Accounts 2025
20
•
British Forces in Business Awards
Top 50 Employers 2025
•
Inspiring Workplaces: 2025 Top 10
Inspiring Workplaces in Australasia
•
Inspiring Workplaces: 2025 Global
Top 100 Inspiring Workplace
•
Singapore HR Stars Awards 2025:
Employer of Choice
•
Hong Kong Racial Diversity &
Inclusion Employers Awards: Racial
Equity in Hiring- silver award
•
Hong Kong Racial Diversity &
Inclusion Employers Awards:
Inclusive Workplace- silver award
•
GradConnection Australia: 2025
Top 100 Graduate Employers
•
VETS Indexes 4 Star employer
(USA)
Awards and recognition
Awards and recognition received during the year included:
•
Military Times Best for Vets 2025
Employer (USA)
•
RippleMatch Campus Forward
Award: Excellence in Tech
Innovation (USA)
•
RippleMatch Campus Forward
Award: Excellence in Candidate
Experience (USA)
21
Financial Statements
Governance
Strategic Report
Financial KPIs
Key Performance Indicators
We monitor a range of Key Performance Indicators
(“KPIs”) to identify trends in our operating and trading
performance. Our KPIs provide a balanced set of metrics
that give emphasis to both financial and non-financial
measures, in line with interests of the various groups of
our stakeholders.
The adjusted numbers in the KPI analysis remove the
financial impact associated with the Performance Share
Plan, exceptional administrative expenses and the EMEA
goodwill and asset impairment charge, to provide a clear
understanding of the underlying trading performance.
Each KPI is linked to different aspects of FDM’s Business
Model, as illustrated below. The Business Model is shown
on pages 16 to 17.
Revenue (£m)
-31%
Performance
Revenue decreased by 31%
year-on-year, reflecting continuing
challenging market conditions
across all our regions.
Description
Adjusted operating profit decreased by
59% due to the impact of fixed costs
representing a larger proportion of
revenue compared to prior years.
The year end cash balance remained
strong at £35.3 million and we have
no debt.
Cash conversion was 292%, reflecting
continuing strong working capital
management by the Group and the
impact of our lease payments, which are
not classified as operational, representing
a higher proportion of our cash flows.
13.6
292
35.3
33.4
121
40.6
49.6
112
47.2
2025
2024
2023
2025
2024
2023
2025
2024
2023
2025
2024
2023
Link to strategic objectives
Adjusted operating profit
1
(£m)
-59%
Link to strategic objectives
Adjusted basic earnings per share
1
(pence)
-57%
Link to strategic objectives
Cash (£m)
-13%
Link to strategic objectives
Cash conversion (%)
+141%
Link to strategic objectives
Adjusted basic earnings per share
decreased by 57% to 10.0 pence, in
line with the reduction in the Group’s
adjusted operating profit.
10.0
23.0
32.9
2025
2024
2023
177.7
257.7
334.0
FDM Group (Holdings) plc
Annual Report and Accounts 2025
22
Description
1
2025 figure taken from week commencing on 15 December 2025. 2024 figure taken from week commencing on 30 December 2024.
Greenhouse gas emissions per employee (tCO
2
e)
+21%
0.93
0.77
0.69
2025
2024
2023
Although the Group’s annual emissions
per employee have increased by 21%,
they remain low, being below 1 tCO
2
e.
Total greenhouse gas emissions fell 15%.
Link to strategic objectives
Consultants assigned to clients
1
-22%
Performance
2,003
2,578
3,892
2025
2024
2023
The number of Consultants assigned
to clients decreased by 22%, reflecting
the impact of market conditions on
clients’ buying decisions.
Coaching completions
-6%
828
877
1,338
2025
2024
2023
Coaching completions reduced by
6% in the year as the Group adjusted
recruitment and training levels to
match reduced client demand.
Consultant utilisation rate (%)
-0%
92.7
92.9
92.8
2025
2024
2023
Consultant utilisation rate of 92.7%,
consistent with the prior year (92.9%).
Link to strategic objectives
Link to strategic objectives
Link to strategic objectives
% of Consultants who recommend FDM as place to work
+13%
76%
67%
67%
2025
2024
2023
In the annual engagement survey
76% of Consultants would recommend
FDM as a place to work.
Link to strategic objectives
FDM’s four key strategic objectives
Attract and develop
talented Consultants
Invest in state-of-the-art
Skills Labs to provide
expert training
Grow and diversify
our client base
Expand our geographic
presence through sustainable
and efficient means
Operational KPIs
23
Financial Statements
Governance
Strategic Report
Financial Review
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.
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 basis
2
), adjusted
operating profit
1
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% 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.
Mike McLaren
Chief Financial Officer
24
FDM Group (Holdings) plc
Annual Report and Accounts 2025
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 profit
1
£13.6m
£33.4m
-59%
Operating profit
£7.5m
£27.4m
-73%
Adjusted profit before tax
1
£13.7m
£34.0m
-60%
Profit before tax
£7.6m
£28.1m
-73%
Adjusted basic EPS
1
10.0p
23.0p
-57%
Basic EPS
5.2p
18.8p
-72%
Overview
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
clients
3
2024
Consultants
assigned to
clients
3
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 margin
1
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.
25
Financial Statements
Governance
Strategic Report
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 6,
EMEA generated a loss before income
tax in the year. The goodwill and
assets of EMEA were assessed and
subsequently impaired (see note 17).
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
conversion1 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
1
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.
Mike McLaren
Chief Financial Officer
17 March 2026
Financial Review
continued
1
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.
FDM Group (Holdings) plc
Annual Report and Accounts 2025
26
Approach to risk
The Board has overall responsibility
for ensuring risk is managed
effectively across the Group, with a
focus on evaluating the nature and
extent of the significant risks the
Board is willing to take in achieving
its strategic objectives – its “risk
appetite”. The Board controls the
approach to risk management and
the procedures for the identification,
assessment, management, mitigation
and reporting of risks. The Audit
Committee takes responsibility for
overseeing the effectiveness of
sound risk management and internal
control systems.
Risk appetite
As above, “risk appetite” defines
the level and type of risk the
Board is willing to accept to help
the Group achieve its strategic
objectives. The Group’s risk appetite
influences operating decisions
and is reflected in the way risk is
managed. The Group Risk Appetite
Statement is reviewed annually by
the Audit Committee.
Risk Management
Effective risk management is
critical to the delivery of the Group’s
strategic objectives and to secure
the business for the long term.
27
Financial Statements
Governance
Strategic Report
Identifying and
monitoring key risks
The Board uses the Risk Register as
its principal tool for monitoring and
reporting risk. The preparation and
maintenance of the register is led
by the Chief Financial Officer. The
register details the Group’s risks,
the potential impact of each risk,
the likelihood of that risk occurring,
the strength of the mitigating
controls in place and how these
are evidenced. The Risk Register
also documents first, second and
third lines of defence or “sources of
assurance”. Input is obtained from
all areas of the business, including
support functions, as appropriate.
A member of the Executive Team is
assigned as the owner of each risk to
ensure an appropriate level of focus
and accountability to the Board.
The Board formally reviews the Risk
Register at the half-year and at the
year-end, following a detailed review
by the Audit Committee as part of
its assessment of the effectiveness
of the risk management process. We
recently established a Management
Risk Review Team, comprising a
small number of senior managers
from across the business, to facilitate
an additional layer of review of the
register prior to it being presented to
the Audit Committee for its review.
Principal risks
Our principal risks and uncertainties,
as set out on pages 30 to 34, have
been assessed in accordance with
the processes outlined above. We
indicate how each principal risk aligns
with our strategic objectives, as set
out on pages 12 to 13, indicating
those aspects of the business
strategy that would be impacted by
each risk, were it to materialise.
The net risk scores of our principal
risks remain unchanged either
because individually certain risks
already have a high net risk score
or because appropriate mitigations
are in place. We have amended
the title and description of risk 6,
‘development of new service
offerings’ to change the emphasis to
‘challenges to our business model’
to reflect the broader risk of us not
taking advantage of market trends;
technological developments; and
client requirements.
Changes in the macroeconomic and
geopolitical environment remains our
highest rated risk with a maximum
risk score in terms of likelihood.
We have therefore not increased the
net score of this risk, despite the
continuation of challenging market
conditions.
Risk Management
continued
The risk management process is
reviewed regularly by our Internal
Audit function. The latest review
concluded that our processes are
suitable for a business of our size
and complexity. The annual Internal
Audit programme is planned, taking
due consideration of the Group
Risk Register.
The current Risk Register includes
33 risks categorised as strategic,
operational, compliance or financial
risks, ten of which are considered
to be the Group’s principal risks.
The Risk Register was formally
updated in early 2026. In March
2026, the Audit Committee and the
Board carried out a robust and formal
assessment of the Group’s emerging
and principal risks as set out in the
updated Risk Register.
FDM Group (Holdings) plc
Annual Report and Accounts 2025
28
Emerging risks
Our risks continue to evolve and
an awareness of emerging risks
and their potential implications is
important in driving our strategic
planning and decision-making.
As we increasingly incorporate
AI into our Skills Lab coaching
ecosystem and encourage our
employees to become more
AI-enabled, we recognise that it
is essential that we keep ahead
of the risks associated with AI
usage. A Transformation Project is
underway which will see to introduce
and develop new innovations into
the business, including the using
AI. Emerging risks associated
with increased AI usage, and
other innovations will be captured
and managed as part of the
Transformation Project.
The changes being introduced
through the UK Employee Rights Act
(expected in 2026 and 2027) present
potential cost implications, including
changes to the unfair dismissal
threshold and increased requirements
associated with employee onboarding
processes. Our UK business has a
dedicated employment lawyer within
the Legal team, who is working with
the People Team to mitigate the
risks from the current and future
complexities of the Act.
We have not identified any other
emerging risks not already covered
in the principal risks section above.
Other risk areas
of focus
Climate change
As with managing risk effectively
across the Group, the Board has
overall responsibility for climate
change management, including
oversight of climate-related risks
and opportunities. The management-
level Sustainability Working Group
(“SWG”) assesses and manages
the Group’s climate-related risks
and opportunities on an ongoing
basis. As detailed on pages 53 to
55, the Group’s climate change risk
is considered to be low. As a result,
climate change is considered not to
be one of the Group’s principal risks.
29
Financial Statements
Governance
Strategic Report
Risk Management
continued
Strategic risks
Risk and impact
Mitigation
Movement in the year
1
Changes in the macroeconomic
and geopolitical environment
No change
Levels of client demand are influenced by
the wider macroeconomic and geopolitical
environment.
Heightened uncertainties could curtail
client demand resulting in an adverse
impact on revenue and operating profit.
Risk owner:
Chief Financial Officer
Alignment to strategic objectives:
Although macroeconomic and geopolitical
factors are outside the Group’s control,
the Group has various measures in place
to respond to changes, including robust
planning, budgeting and forecasting and
resource allocation procedures.
The flexible nature of the Group’s business
model enables it to manage resource
availability allowing it to flex its cost base
in the medium term.
Bearing in mind the impact of risk 2 below,
the Group is also focused on diversifying
its client base both by sector and
by geography.
The Group’s current financial position
includes a strong balance sheet with
no debt, and significant cash balances.
The global geopolitical and economic
outlook remains uncertain which
resulted in continued subdued client
demand during 2025. The business
focused on managing the levels
of benched Consultant resource
and continued to align the number
of internal staff and undeployed
Consultants with market demand.
The Board believes that FDM’s
business model is flexible, and the agile
resource that our Consultants offer
remains attractive to clients during
times of economic, political and social
uncertainty.
The Board will continue to review
the measures in place to identify and
react to changes in macroeconomic
and geopolitical conditions. These
factors, 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.
2
Concentration exposure to
particular sectors or clients
No change
The majority of the Group’s revenue is
generated from the financial services
sector. Some regions have a concentration
of headcount in a smaller number of key
clients in the financial services sector.
A crisis in the financial services sector
could reduce revenue significantly and
have a negative impact on the majority
of the Group’s KPIs.
Risk owner:
Chief Commercial Officer
Alignment to strategic objectives:
The business continues to look to
grow and diversify its client base both
by sector, and by geography as well
as diversifying the services it offers
to clients.
Client base diversification forms an
element of bonus targets for Directors and
staff. Further details of Directors’ bonus
targets are in the Remuneration Report
on page 114.
The proportion of the Group’s revenue
generated from the financial services
sector has fallen slightly compared
with the prior year. The percentage of
new client wins outside of the financial
services sector during the year
was 69%.
FDM Group (Holdings) plc
Annual Report and Accounts 2025
30
Risk and impact
Mitigation
Movement in the year
3
Balancing Consultant resource
to align with client demand
No change
An inability to manage appropriately the
supply and demand of Consultant resource,
resulting in either excess or insufficient
Consultant resource to meet client
demand, lost revenue and excess cost,
eroded client confidence and a heightened
risk of adverse reputational impact.
Risk owner:
Chief Commercial Officer
Alignment to strategic objectives:
The flexibility of the Group’s business
model is a key mitigation to this risk.
The Group is able to flex the number
of Consultants it recruits in response
to the Group’s near-term resourcing
requirements.
Multi-team resource management
meetings occur regularly to ensure
supply and demand issues are identified
and resolved.
The recruitment team maintains strong
links to universities and other recruitment
channels.
The business operates to maximise
utilisation and optimise flow through of
Consultants within the Skills Lab.
The Ex-Forces, Returners and Apprentice
Programmes increase access to a diverse
talent pool.
During 2025, levels of recruitment were
closely managed to ensure alignment
with client demand.
The business continued to manage
actively the level of unallocated
Consultants. Benched Consultants
upskilled through the Skills Lab, use
of pods and regular assessment using
HackerRank.
Operational Risks
4
Recruitment and development
of highly skilled Consultants
No change
Consultants are the Group’s core asset.
A failure to deliver high quality Consultants
into its customer base could result in a
loss of customers and damage to the
Group’s reputation.
Risk owner:
Chief Commercial Officer and
Chief Operating Officer
Alignment to strategic objectives:
The assessment and monitoring of
Consultants’ performance through
recruitment and the Skills Lab is done by
HackerRank, a standardised and scalable
global assessment platform.
Through our Skills Lab, we coach
individuals through multiple
interconnected sprints to equip them
across our five Practices. This dynamic,
experiential model ensures Consultants
undergo continuous assessment while
completing core and specialised sprints.
FDM is a member of TechSkills’ Tech
Industry Gold scheme. Our accredited
courses are delivered across our Skills
Lab, and our Consultants complete
industry-recognised accredited training
(see page 47).
The Board continually monitors
and reviews the level of Consultant
recruitment and coaching.
Although levels of recruitment are
reduced, our Recruitment Teams
maintain regular dialogue with
successful applicants through our
Graduate, Ex-Forces, Returners and
Apprentice Programmes.
As an industry-recognised and fully
objective platform, HackerRank allows
us to maintain high standards of
technical proficiency (see page 46).
FDM’s four key strategic objectives
Attract and develop
talented Consultants
Invest in state-of-the-art
Skills Labs to provide
expert training
Grow and diversify
our client base
Expand our geographic
presence through sustainable
and efficient means
FDM’s four key strategic objectives are explained in more detail on pages 12 to 13.
31
Financial Statements
Governance
Strategic Report
Risk Management
continued
Operational risks
continued
Risk and impact
Mitigation
Movement in the year
5
Retention of key employees
No change
The ability of the business to create
an appropriate environment supported
by robust procedures to facilitate the
retention and development of key
employees, including by appropriate
succession planning, thereby enabling
the business to expand.
Risk owner:
All members of the Executive Team
Alignment to strategic objectives:
The Group’s Remuneration Policy states
that the overall remuneration package
should be sufficiently competitive
to attract, retain and motivate key
employees.
Employees’ and line managers identify
needs and produce individual annual
development plans, to be fulfilled within
the following twelve months.
The Nomination Committee considers
succession matters as a regular
agenda item.
This risk remains elevated as weak
client demand persisted in 2025,
resulting in business performance
targets being missed, leading to
reduced remuneration performance
incentives.
The Board has initiated a work stream
to enhance further our system of
appraisal and reward.
The Board monitors staff morale
through regular discussion with
managers and feedback from the
annual employee engagement survey.
6
Challenges to the
business model
No change to score
The Groups fails to take advantage of
market trends; technological developments;
and client requirements, impacting the
expertise and credentials of our Consultant
population and the attractiveness of our
offering to clients.
Risk owner:
Chief Commercial Officer
Alignment to strategic objectives:
The FDM Practices are able to respond
to clients’ evolving needs with specific,
tailored solutions. Supported by the
Consultancy Services and Sales teams,
FDM offers teams with a broad range
of skills and experience, with senior
capability to deliver collaborative solutions
for a wide array of technology problems.
Coaching and course material remains
relevant as they are designed to meet and
adapt to client requirements.
The Group has a range of touch points
with clients, alumni and industry, enabling
us to keep up to date with developments
in the marketplace and to identify
client needs.
The Executive Directors and Sales
leadership team are actively involved
in key client engagements and
relationships across all sectors
and regions.
The business remains responsive to
clients’ needs, which are identified
through regular contact and feedback.
A sales transformation programme
has recently been launched with a
view to evolving our sales structure
and enabling new products and
services, which will help strengthen the
resilience of our business model.
FDM Group (Holdings) plc
Annual Report and Accounts 2025
32
FDM’s four key strategic objectives
Attract and develop
talented Consultants
Invest in our state-of-
the-art Skills Labs to
provide expert training
Grow and diversify
our client base
Expand and consolidate our geographic
presence through sustainable and
efficient means
FDM’s four key strategic objectives are explained in more detail on pages 12–13.
Risk and impact
Mitigation
Movement in the year
7
Business interruption –
caused by cyberattack
No change
Major IT system integrity issues or data
security issues, either due to internal or
external factors, could result in actual
financial loss of funds; potential loss
of sensitive data with risk of litigation;
loss of client confidence; and damage
to reputation.
Risk owner:
Group Operations Director
Alignment to strategic objectives:
The Group has ISO 27001 and Cyber
Essentials Plus certification.
The Group has in place defined
governance, risk management, a control
environment, policies and assurance
processes. These are supported by
organisational, people, physical and
technological controls covering access
management, supplier security, incident
response, business continuity, secure
systems configuration, monitoring, and
ongoing staff awareness.
The Group’s Information Security team
has significant experience and includes
an experienced CISO with over 20
years’ experience holding the leading
qualifications from ISC2, ISACA, and
IAPP, with industry experience across
many sectors.
With the ever-evolving global threat of
cyberattack, FDM continues to focus
on its cybersecurity and information
safeguarding capabilities against
evolving threats.
The Board receives regular updates
on IT strategy and the effectiveness
of its roadmap from FDM’s internal
Information Security team and from
A&O Shearman on trends and emerging
risks relating to cybersecurity.
8
Business interruption – caused by
other events
No change
Events such as natural disasters, epidemics
or similar health-related events, or supplier
outages, which could potentially result in
the closure of one or more of our operating
locations, the temporary closing down of
clients, or our staff being prevented from
carrying out their work in regions impacted
by such events, could lead to disruption
and a loss of revenue.
Risk owner:
Chief Operating Officer
Alignment to strategic objectives:
The Group’s Business Continuity Policy
and individual department runbooks are
maintained and are published internally.
These include procedures to be followed
in the event of a major issue such as a
natural disaster, epidemic or other health-
related event beyond the Group’s control.
The Audit Committee received an
update during the year on the Business
Continuity Policy and Plans.
33
Financial Statements
Governance
Strategic Report
Risk Management
continued
Operational risks
continued
Risk and impact
Mitigation
Movement in the year
9
Reputation
No change
Reputation is key to the Group maintaining
and growing its business. Poor-quality
service or the actions of Consultants,
staff or contractors could have an adverse
impact on the Group’s reputation. A failure
to manage any subsequent crisis through
a lack of reactive procedures could also
exacerbate potential damage. Any impact
could be far-reaching: failure to meet
financial targets; litigation; loss of key
clients; and loss of key staff.
Risk owner:
Chief Operating Officer
Alignment to strategic objectives:
Robust recruitment, vetting and training
procedures are in place which reduce the
risk of employing persons whose actions
could result in a negative impact on
FDM’s reputation.
Mandatory compliance training is in place
for all employees (see page 62). FDM
has a zero-tolerance policy with respect
to any inappropriate behaviour by an
individual employed by the Group or
acting on behalf of the Group.
The Group has good communication and
engagement with its key stakeholders
(see page 63).
The business continues to monitor social
media and responds where appropriate.
The Group continues to invest in staff
development and high-quality systems
and processes to mitigate the risk of
operational failure.
The Group has a Head of Investor
Relations to help manage the
relationships with shareholders
and stakeholders.
Compliance risk
10
International regulatory
non-compliance
No change
Failure to comply with international tax,
legal, employment and other business
regulations could result in significant
costs, fines and/ or revocation of
business licences.
Risk owner:
Chief Financial Officer
Alignment to strategic objectives: n/a
The Group has robust recruitment and
training procedures, which ensure the
employment of appropriately skilled
personnel in areas where compliance
with complex legislation and regulations
is required.
The Group seeks advice and engages
external advisors as necessary,
particularly in overseas locations, and
actively manages those relationships.
The Group regularly reviews and updates
contractual documentation, policies
and procedures, aiming for ongoing
improvement of the approach to managing
business risk.
The Group ensures that staff undertake
ongoing training and professional studies
where required.
The Group continues to invest in
appropriately skilled personnel and
will outsource where needed in areas
where compliance and expertise
are required.
The Group’s in-house Legal and People
Teams are augmented as required
by external advisors with specialist
experience and knowledge of the
countries in which the Group operates.
FDM Group (Holdings) plc
Annual Report and Accounts 2025
34
Viability statement
The Directors have assessed the prospects of the Group
in accordance with Provision 31 of the 2024 Code.
The period selected by the Board for its assessment is
three years. This period was chosen for the following
reasons: the core of FDM’s business is the Consultant
model, and three years represents approximately the
average life cycle of Consultants’ engagement with
FDM and the Group’s normal investment cycle in its
most important asset. Further, the Group’s strategic
plan covers a period of three years and is underpinned
by robust financial budgets, forecasts and a three-year
financial plan.
In making its assessment and against a backdrop of
continuing challenging market conditions, the Board
reviewed the Group’s current financial position and
prospects, the longer-term sustainability of the business
model, the Group’s cash flow requirements and other key
financial assumptions over the three-year period and
carried out a sensitivity analysis of certain assumptions as
appropriate. The sensitivity analysis included a low case
scenario in which headcount reduces to a low of 1,500
and does not exceed 1,500 by the end of the three-year
assessment period. After applying the sensitivities,
our modelling showed that the Group would still maintain
a positive cash balance, without any third-party debt.
In assessing its viability, the Board has considered the
principal risks affecting the Group. Together with the
risk of climate change, which was assessed as having
a low net risk on the business, the Board evaluated how
these risks might impact the Group’s future performance,
solvency and liquidity. The sensitivity analysis noted
above also considered the impact of certain principal
risks. Individually, and when considered together, no
reasonable combination of sensitivities could result in
the Directors altering their view of the Group’s viability.
The Group’s financial position is robust with cash
balances of £35.3 million at the end of the year and
no external debt.
Based on the results of this assessment, the Directors
have a reasonable expectation that the Company
will be able to continue in operation and meet its
liabilities as they fall due over the three-year period
of their assessment.
35
Financial Statements
Governance
Strategic Report
Sustainability Report
37
Sustainability overview
40
People and communities
40
Our people
45
Programmes
46
Employee development
48
Employee engagement
49
Partnerships
50
Charity involvement
51
Environment
51
Climate change
Implementation of the Task Force on
Climate-related Financial Disclosures
(“TCFD”)
statement
57
Environmental performance
62
Ethics and compliance
63
Stakeholder engagement
64
Statement by the Directors in
performance of their statutory duties
under s.172(1) Companies Act 2006
66
Non-financial and sustainability
information statement
FDM Group (Holdings) plc
Annual Report and Accounts 2025
36
Key metric
Link to UN SDG
(see page 39)
Comment
Page
reference
Our people
828 coaching completions
in 2025
Our Graduates, Ex-Forces and Returners
learn new skills and knowledge through
our Skills Lab.
12
Our people
50% of Senior
Management and their
direct reports are female
We are proud to promote gender equality,
together with a diverse and inclusive workforce.
41
Environment
Below 1 tCO
2
e greenhouse
gas emissions per
employee
FDM’s annual emissions remain low. We have
set ambitious climate change targets and
monitor our environmental performance.
58
Environment
60% of electricity
consumed globally from
renewable sources
Where possible, we work with our landlords
to ensure that the electricity supplied to our
offices is from 100% renewable sources.
59
Ethics and
compliance
ISO 27001 certification for
information security
FDM maintains the governance, risk
management, control environment, policies and
assurance processes and technology to be ISO
27001 certified.
94
Sustainability at a glance
Sustainability overview
Sustainability strategy
FDM aims to create a long-term
sustainable global business that
has a beneficial impact on the
communities in which it operates.
We believe that the long-term
success of our business is supported
by fostering a diverse, fair and
inclusive culture in our workplace
and by taking a collaborative
approach with our key stakeholders:
employees, clients, investors,
suppliers and the communities in
which we operate. As a technology
company, we recognise our role in
shaping a sustainable future through
innovation, ethical practices, and
continuous improvement. We remain
committed to be Net Zero by 2050.
FDM joined the United Nations Global
Compact (‘UN Global Compact’) in
2025 and is committed: to support
the Ten Principles of the UN Global
Compact on human rights, labour,
the environment and anti-corruption;
and to engage in partnerships
that advance the broader UN
development goals.
FDM’s sustainability strategy aligns
with the achievement of six selected
UN Sustainable Development Goals
(see page 39). We will communicate
annually on our sustainability
progress, including through the
UNGC’s annual Communication
of Progress.
Sustainability governance
The Board is responsible for the
Group’s sustainability strategy. See
page 64 for a Statement by the
Directors in performance of their
statutory duties under s.172(1)
Companies Act 2006. The Board
is committed to taking action to
promote sustainable practices
across the Group. A proportion of the
Executive Directors’ annual bonus is
the achievement of a sustainability
measure, set in respect of the Group’s
score awarded in 2025 by EcoVadis,
a sustainability rating platform (see
page 115).
The Board is supported and informed
on sustainability-related issues via
the Board sponsor, Mike McLaren
(CFO). Mike McLaren receives reports
from the Sustainability Working
Group (‘SWG’), which is formed of
three senior managers from different
functions, and periodically he attends
meetings of the SWG. The SWG’s
purpose is to oversee that good
sustainability practices operate
across FDM’s global operations
and that these are aligned with the
Group’s purpose, values and strategic
objectives. The SWG’s aims are:
•
To identify and consider
sustainability-related matters;
agree priorities to take forward;
and to monitor progress against its
planned actions; and
•
To report on agreed sustainability
performance, impact and initiatives.
The SWG has a particular focus on
climate-change matters, risks and
opportunities and resulting strategic
impact (see page 52).
We have established robust
documented controls over the
sustainability reporting process,
including non-financial information.
The Audit Committee is responsible
for overseeing the controls covering
the reporting of non-financial
information (see page 93). The
Directors’ compliance is presented in
the Non-financial and Sustainability
Information Statement, on page 66.
37
Financial Statements
Governance
Strategic Report
EcoVadis: scored 58
The Group participates in the EcoVadis rating
assessment, which covers four pillars: Environment; Labour and Human
Rights; Ethics; and Sustainable Procurement. The Group’s 2025 overall
score was 58.
CDP: rated B-
CDP have rated FDM’s 2025 climate change submission
as ‘B-’. CDP is a global environmental disclosure and ratings platform
which is recognised as one of the leaders in the market and is used
by many of our clients and shareholders to help them make decisions
about supply chains and investments. CDP enables our shareholders
and clients to obtain an independently-validated view of FDM’s efforts to
measure and manage our risks and opportunities on climate change.
FTSE4Good
FTSE Russell has assessed FDM as having good
sustainability practices and has included the Company as a constituent
of its FTSE4Good Index Series. The FTSE4Good Index Series is
designed to measure the performance of companies demonstrating
strong Environmental, Social and Governance (“ESG”) practices.
Sustainability assessments
We have gained better
understanding from participation
in annual assessments, such
as EcoVadis and CDP. These
are external and independent.
Together with feedback from
the FTSE4Good Index Series,
they provide useful guidance to
our sustainability performance,
help us to benchmark our
progress and aid our continuous
improvement. Many of the
Group’s top customers follow
our results.
Sustainability overview
continued
People and communities
Environment
Ethics and compliance
Objective
Foster a diverse, fair and
inclusive workplace while
contributing positively to
communities.
Minimise the Group’s
environmental impact and
support the global transition
to a low-carbon economy.
Uphold the highest standards of
governance, transparency, and
ethical conduct.
Sustainability
initiatives and
frameworks
Participation in the United Nations Global Compact
TCFD, CDP, SECR
Key policies
Social Policy
People and Culture Policies
Environmental Policy
Anti-bribery Policy
Whistleblowing Policy
Information Security Policy
Group Data Protection Policy
Key aims and
initiatives
Talent management:
Support
equitable recruitment, coaching,
and career development through
our Graduate, Ex-Forces,
Returners, and Apprenticeship
Programmes
Employee development:
TechSkills has accredited our
Skills Lab courses to Tech
Industry Gold standard
Inclusion:
Support the six
Employee Networks
Diversity:
We aim to achieve
50% or higher female
representation in senior
leadership
Employee wellbeing:
Provide
mental health support, flexible
working, and employee wellness
programmes
Net Zero by 2050:
Source 100%
renewable energy in all FDM
centres, where possible
Transparent reporting:
climate-
change disclosures aligned with
TCFD (see page 51)
Cloud technology:
our cloud-
based systems and data are
hosted at efficient datacentres
Waste reduction:
Digital-first
principle to reduce printing and
paper usage
Sustainability oversight
through
the Sustainability Working Group
(see page 37)
Mandatory training for all
employees
(see page 62)
Information Security and data
ethics:
ISO 27001 certification;
continue to strengthen data
privacy, AI governance and
ethical usage
Sustainability framework
FDM Group (Holdings) plc
Annual Report and Accounts 2025
38
UN Sustainable Development Goals
In partnership with governments, the private sector and civil society, the United Nations (“UN”) 17 Sustainable
Development Goals (“UNSDGs”) aim to improve the lives of future generations. We have reviewed the UNSDGs and
identified six goals that are most closely aligned to our business and strategy, and will look to implement our strategy
in a way that will best support the achievement of these goals.
UNSDGs linked to FDM’s sustainability strategy
United Nations Sustainable
Development Goals
Our contribution
Examples
Ensure inclusive and
equitable quality
education and promote
lifelong learning
opportunities for all.
Our recruitment processes are
designed to be as inclusive as
possible.
Our coaching programmes are available to
anyone who can show us that they have the
aptitude, attitude and capability to succeed.
Achieve gender equality
and empower all women
and girls.
Women currently make up 36%
of our global workforce. We are
committed to improving gender
balance in our teams around the
world, making our business more
robust and sustainable.
We are a signatory to United Nations Women’s
Empowerment Principles (“UNWEP”), and we
run various initiatives designed to create a more
gender-balanced workforce.
Promote sustained,
inclusive and sustainable
economic growth, full and
productive employment
and decent work for all.
We treat our employees fairly and
help them to launch rewarding
careers in technology.
Through our Skills Lab, we provide coaching to
our graduates, ex-Forces personnel, returners
and Apprentices. Our Consultants gain valuable
experience and skills.
To reduce inequalities
within and among
countries.
We take action to identify talent
and improve fair access to the
workplace.
Our Apprenticeship programme takes school
leavers from a wide range of backgrounds
through to achieving a university degree, all
funded by FDM.
Ensure sustainable
consumption and
production patterns.
We are committed to reducing
the impact of our operations
on the environment by making
our consumption of energy and
materials as sustainable as we can.
In 2025, we reduced our consumption of natural
gas and electricity through building performance
initiatives at our London centre and moving to a
smaller, more energy-efficient centre in Leeds.
Take urgent action to
combat climate change
and its impact.
The Group is committed to
reducing its Scope 1, 2 and
3 greenhouse gas emissions
(see page 61).
We continue to liaise with our landlords to reduce
our emissions from electricity consumption; and
engage with our top suppliers to reduce our
emissions from purchased goods and services.
39
Financial Statements
Governance
Strategic Report
People and communities
Our people
We know the positive impact that
a diverse workforce has on our
business and that the availability
of Consultants from diverse
backgrounds is important to our
clients. Our purpose is to identify
talented individuals to develop
and forge long-term careers. We
are proactive and enthusiastic
promoters of diversity, social
mobility and inclusion within
our workplaces. FDM’s inclusive
Programmes aim to ensure that
everyone is treated fairly and begins
or relaunches their professional life
on an equal footing. Our assessment
processes are designed to identify
a range of qualities including
candidates’ potential.
Diversity, equity and inclusion
We value the fact that our
colleagues come from a wide
range of backgrounds, and we
look to be representative of the
communities and geographies
in which we operate. We aim to
measure our success in recruiting a
diverse workforce and by carrying
out analysis, and where we have
sufficient data recorded by the
FDM entity, subject to local national
legislation, we publish our results.
We use tools to assess behaviours
and aptitudes of applicants,
providing us with guidance as
to whether candidates have the
behaviours required for success on
our Programmes. We measure their
aptitude in processing information,
their ability to respond in a logical
manner, and whether they have
the required numerical literacy.
The guidance provided by these
assessments helps us in the final
strength-based interview stage of
our Consultant selection process.
The Board is committed to
the promotion of diversity and
inclusiveness of all kinds throughout
the organisation. We monitor our
demographic data regularly to help
inform action plans and areas on
which to focus, from attraction and
recruitment to progression and
retention. We disclose to the right the
diversity of the Senior Management
Team and their direct reports.
See page 87 for disclosure on the
diversity of the Board and Executive
Team and see page 88 for the Board
Diversity Policy.
Senior Management Team and their
direct reports: ethnicity
Senior
Managers
and their
direct
reports
Asian or Asian British
2
Black African
1
Chinese
1
European
5
White
6
White or White British
23
Total
38
In Australia, FDM has signed the
20% Alternative Pathways Pledge,
which commits organisations to
ensuring that 20% of their entry-level
digital hires come from alternative
educational pathways. This initiative
represents a collaborative effort
between government, education
providers, and the digital industry
to address the anticipated shortfall
of digital workers across New South
Wales. The pledge is designed to
enhance equity and diversity within
the digital sector.
FDM Group (Holdings) plc
Annual Report and Accounts 2025
40
The following pages contain data
on certain characteristics shared by
our people. However, we understand
that the reality is more complex,
with intersectionality, overlap and
differences within each group. We
recognise that each employee has a
unique identity, and that our people’s
experiences can be more nuanced
than it is possible to express in a
matrix of data. We celebrate these
differences.
Supporting social mobility
Our recruitment processes are
reviewed regularly and designed
to be as inclusive as possible.
For example:
•
we use strength-based interview
questions throughout the process
ensuring candidates are not
assessed on previous experience
or social capital; and
•
all staff involved in interviewing
applicants undergo training to raise
awareness of the potential impact
of unconscious bias and to mitigate
this in the assessment process.
In 2025, we have had some
engagement with schools near our
UK centres, with the aim of building
awareness and understanding
of careers in technology among
their students, particularly from
disadvantaged backgrounds.
Looking ahead, in the UK we’re
excited to work with the Discover
Tech School Programme in 2026 in
London and Leeds. By working with
these schools we hope to encourage
enthusiastic pupils from schools in
social mobility cold spots to pursue a
career in tech.
FDM’s Apprenticeship Programme
also provides an opportunity for
us to engage with the early career
year groups.
Gender equality
We have been a signatory to the United Nations Women’s Empowerment
Principles (“UNWEP”) since 2013 and have a strong tradition of recognising
and celebrating the achievements of women in the IT industry. We aim
to provide opportunities for candidates at all stages of their careers. We
also use our social channels to share their success, shining a spotlight on
our people. Through targeted initiatives, we aim to dismantle some of the
stereotypes that are preventing capable young women from pursuing an
interest in tech.
We have run events as part of our #She Lives Tech initiative. Our Sydney
team held an insightful panel event focused on women in tech. Graduates,
students and employees came together to hear our female Consultants and
alumni talk about their experiences in the tech industry. The conversation
focused on their career journeys, how you can stand out as a woman in
tech, and the ways FDM is dedicated to supporting women. In Australia,
FDM’s Project Grace is a dedicated graduate initiative aimed at empowering
women (including cisgender, transgender, and gender diverse individuals)
to launch successful careers in technology.
The table below shows the gender split at different levels within the Group
as at 31 December 2025.
As at 31 December 2025
Number of
males
Number of
females
On the Board
5
3
Within senior management
(Executive Team)
5
1
Within Senior Management Team and their direct reports
19
19
All employees
1,838
1,027
Included in the above global statistics are the following legal gender
metrics (as at 31 December 2025):
•
UK employees: 37% female, 63% male
We recognise that the above gender information is binary and that our
employees have their own gender identity. In 2025, our UK employees
identify as follows:
•
UK Consultants: 34% female; 63% male; 2% identify as either non-binary
or transgender or other; and 1% prefer not to say.
•
UK internal staff: 49% female; 48% male; and 3% prefer not to say.
36% of our worldwide employees are female. Our UK mean gender pay
gap reported in 2025 was 3.7% (2024: -2.5%), and our median gender
pay gap for the same period was -1.7% (2024: -5.1%) meaning that our
median female employee is paid more than our median male employee.
Our Australia mean gender pay gap reported in 2025 was 0.3% (2024:
-1.5%). These figures are significantly better than the respective national
averages; for the UK, the average median pay gap reported for full-time
employees was +6.9% (Office for National Statistics – Annual Survey of
Hours and Earnings 2025). We monitor these results and keep our policies
under review.
41
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People and communities
continued
School type attended
UK Consultants 2025
School type attended
UK internal staff 2025
First in family to attend university
UK Consultants 2025
First in family to attend university
UK internal staff 2025
State
Grammar
Private
Other
Outside of UK
Prefer not to say
Yes
No
Prefer not to say
6%
56%
9%
20%
1%
8%
3%
8%
14%
10%
8%
57%
8%
38%
54%
11%
35%
54%
Employee social mobility metrics (UK only)
This year, we present; two metrics relating to social mobility for our UK employees; and ethnicity and
disability metrics for our global employees, excluding EMEA where data is not currently collected from
employees. By measuring specific characteristics across the employee groups we can assess how
successful our policies are in increasing the diversity of our workforce.
% of 2025 UK employees who chose to disclose:
FDM Group (Holdings) plc
Annual Report and Accounts 2025
42
UK
Consultants
UK
Internal staff
Arab or Arab British
1%
0%
Asian or Asian British
34%
15%
Black or Black British
13%
5%
Mixed or Mixed British
4%
3%
White or White British
42%
71%
Other
4%
3%
Prefer not to say
2%
3%
Total
100%
100%
Canada
Consultants
Canada
Internal staff
Black
6%
4%
East Asian
12%
14%
Indigenous / Aboriginal
0%
0%
Latin / Hispanic
3%
12%
Middle Eastern / West Asian
6%
11%
South Asian
41%
21%
Two or more ethnicities
2%
2%
European
0%
0%
White
9%
31%
Other
16%
4%
Prefer not to say
5%
1%
Total
100%
100%
China &
Hong Kong
Consultants
China &
Hong Kong
Internal staff
Black African
1%
5%
Central Asian
4%
0%
Chinese
69%
63%
East Asian
10%
0%
European
1%
5%
Filipino
0%
0%
Indian
5%
9%
Indonesian
0%
0%
Middle Eastern
0%
0%
Mixed
1%
5%
South Asian
5%
9%
Southeast Asian
3%
0%
Asian other
1%
0%
Other
0%
0%
Prefer not to say
0%
4%
Total
100%
100%
US
Consultants
US
Internal staff
American Indian / Alaskan Native
0%
0%
Native Hawaiian or Other
Pacific Island
0%
0%
Asian
29%
6%
Black or African American
15%
11%
Hispanic or Latino
13%
13%
Two or More Races
6%
8%
White
29%
61%
Prefer not to say
8%
1%
Total
100%
100%
Singapore
and Malaysia
Consultant
Singapore
and Malaysia
Internal staff
Black African
0%
6%
Chinese
64%
58%
European
0%
12%
Filipino
1%
0%
Indian
18%
12%
Malay
9%
6%
Mixed
1%
0%
Singaporean Chinese
0%
6%
Other
7%
0%
Total
100%
100%
Australia and
New Zealand
Consultants
Australia and
New Zealand
Internal staff
Aboriginal
1%
0%
Asian other
0%
4%
Black African
1%
0%
Central Asian
0%
0%
Chinese
14%
0%
East Asian
16%
0%
European
16%
45%
Filipino
2%
0%
Indian
5%
6%
Indonesian
0%
0%
Maori
0%
0%
Middle Eastern
3%
4%
Mixed
4%
6%
North American
0%
0%
South American
1%
6%
South Asian
10%
0%
Southeast Asian
12%
6%
Other
5%
10%
Prefer not to say
10%
13%
Total
100%
100%
Employee ethnicity
% of 2025 employees who chose to disclose identify as:
43
Financial Statements
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Consultants
Internal staff
Yes
No
Prefer not to say
4%
3%
93%
7%
88%
5%
3%
92%
1
Based upon responses from employees in the UK, North America and APAC regions. Data is
not currently collected from employees in the EMEA region.
People and communities
continued
Disability
The Group gives full and fair
consideration to the employment
of disabled people. Throughout the
recruitment and selection stages, we
encourage candidates to disclose
any reasonable adjustments they
may require, to remove barriers
and to ensure all candidates have
the opportunity to be successful.
These adjustments may include,
for example, providing additional
equipment, adapting our telephone
screening process or adjusting our
assessment day interviews and tests
to suit individual needs. In the event of
members of staff becoming disabled,
every effort is made to ensure that
their employment within the Group
can continue either in their current role
or in a suitable alternative. The Group
endeavours to make any reasonable
adjustments which may be required
to enable disabled employees to fulfil
the responsibilities of their job role. It is
the Group’s policy to support disabled
employees in all aspects of their
training, development and promotion.
The Group recognises and delivers
training to managers working with
employees who require an adjustment
due to disability.
Global employees
1
who chose to disclose if they
identify as having a disability:
FDM Group (Holdings) plc
Annual Report and Accounts 2025
44
Programmes
Applicants to our Graduate
Programme have a bachelor’s
degree, preferably STEM-related
(science, technology, engineering,
and mathematics), however, we
encourage anyone with a passion
for tech to apply. We are committed
to providing Consultants with the
essential skills, coaching and support
to launch their tech career. In addition
to our main Graduates Programme,
we also deliver programmes for
those returning to the workplace, ex-
Forces personnel and apprentices as
detailed below.
Returners
Our Returners Programme is
designed specifically for experienced
professionals returning after a career
break. It gives them the opportunity
to re-enter the workforce at a level
appropriate for their experience.
Our returners typically have between
10 and 15 years of experience and
are a valuable source of experienced
talent for our clients. On average
the participants on the programme
have had a career break of around
five years.
Our programme aims to provide
participants from a diverse
range of social, ethnic and
educational backgrounds, and
from a wide range of age groups,
with intensive coaching to learn
new skills and refresh existing
knowledge. We provide support
to help individuals to regain their
confidence to return to their business
careers. We have relaunched
600 careers since our Returners
Programme began.
Apprenticeships
Our apprentices have the
opportunity to gain university degree
qualifications while developing the
skills required to succeed in key IT
roles. We provide school leavers from
a wide range of backgrounds with
technical and skills training while
enabling them to achieve a university
degree over three years, all funded
by FDM.
Apprenticeships: UK
The UK Apprenticeship Programme
aims to deliver an early-career,
skilled technical talent pipeline
while creating opportunities for a
career in technology for anyone
regardless of background. Driven by
a desire to increase access to and
participation in Higher Education, the
programme aims to include young
people from under-represented
socioeconomic groups. We are on
the UK Government’s Register of
Flexi-job Apprenticeship Agencies
and, in 2024, we placed our first
apprentices with clients. This allows
us to expand the programme outside
of the internal opportunities that
FDM provides. As at December 2025,
we had twelve Apprentices, as well
as ten who have completed the
programme and have progressed into
permanent roles at FDM.
Participating universities are selected
to ensure that the curriculum fits
with employer needs and taking
account of location to appeal to local
students in inner-city areas from the
right demographic. Each apprentice
receives an employer-appointed
mentor and is given a minimum of
one day per week of off-the-job
training time for university study
as well as exposure to specific
employment experiences in order
to cover the requirements of the
degree curriculum.
Apprenticeships: Australia
In Australia, we work with a leading
professional services firm on its
Technology Traineeship. This
involves high school graduates
from Sydney joining a three-year
Technology Traineeship programme
to launch their careers in technology
as an alternative career pathway
to university. Our Technology
Traineeship programme offers each
trainee a mixture of FDM’s bespoke
training, followed by rotations in key
technology business units within a
leading professional services firm.
The apprentices work on real-life
technology engagements, while
gaining micro-credentials and New
South Wales state-certified training
qualifications. During the course of
the Technology Traineeship, each
trainee is supported by buddies
and FDM’s support network. As
at December 2025, we had 18
Apprentices in the Technology
Traineeship.
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Ex-Forces
We recognise that people who
have served in the Armed Forces
have many transferable skills for a
successful career in the corporate
world, ranging from adaptability
and maturity to responsibility
and leadership. Our dedicated
Ex-Forces Programme has been
active since 2014.
FDM’s Ex-Forces Programme
in the UK and USA is rank
agnostic and provides coaching
to ex-Forces personnel in
relevant technical, business and
commercial skills. We facilitate a
smooth transition into the civilian
workplace with a level of pastoral
support. The Programme is run by
ex-service personnel and employs
ex-service people from all ranks
across all three services. We have
a specific leave-of-absence policy
for reservists.
We are proud holders of the Gold
Award from the UK Government’s
Defence Employer Recognition
Scheme, acknowledging our
strong commitment and drive in
delivering our pledges under the
Armed Forces Covenant, to which
we are also a signatory.
Employee development
Ongoing learning and development
for our Consultants is supported
through access to our own bespoke
Skills Lab materials. In addition, all
employees undertake e-learning
courses through the Skillsoft
Compliance platform (see page 62).
The Skills Lab has created two cross-
departmental online knowledge
initiatives, which are accessible to all
employees on a dedicated SharePoint
hub:
•
Know Your Products
– recordings
of initial sessions that were
interactive and focused on specific
FDM Practices
•
TechTalks
– introduced as an
advanced platform for deeper
technical engagement, these
are recordings of subject matter
experts addressing questions
submitted by other departments.
These initiatives have improved
cross-functional knowledge sharing,
strengthened internal alignment, and
enhanced the tools and resources
that support client engagement.
Our Pods continue to be run globally
and provide Consultants with hands-
on, project-based experience of
working in cross-functional groups
using an Agile methodology. Pods
produce Consultants who are
able to get up to speed quickly
and deliver what our clients need
most effectively.
People and communities
continued
HackerRank
HackerRank continues to play a key role in supporting FDM’s technical
capability and assessment standards. The platform is used across the
Consultant lifecycle to ensure objective, industry aligned evaluation of
technical skills. It’s a perfect platform for Skills mapping.
At FDM, HackerRank is utilised to:
•
Enhance recruitment quality
through consistent, skills based
technical assessments.
•
Support Skills Lab assessments
across Software Engineering, Data
& Analytics, and IT Operations Practices.
•
Enable upskilling for Consultants on the bench,
providing
structured assessments in individual development pathways.
As an industry recognised and fully objective platform, HackerRank
allows us to maintain high standards of technical proficiency.
During 2025, FDM strengthened its assessment framework by
designing and implementing tests using HackerRank’s extensive
question library, ensuring alignment with client expectations and
emerging technology trends.
FDM Group (Holdings) plc
Annual Report and Accounts 2025
46
Accreditation
FDM is a member of TechSkills’
Tech Industry Gold scheme, the
industry kitemark for tech and
digital education and training.
During 2025, the accredited courses
delivered across our Skills Lab
included Software Development
(Java), Technical Operations,
and Change & Transformation. In
total, 126 Consultants completed
accredited training in 2025 (2024:
190). In addition, FDM offers the
Certified Practitioner Scheme,
which is a continuing professional
development initiative to encourage
our Consultants to demonstrate the
development of their knowledge and
skills while working on client site,
and their commitment to improving
their competence in a commercial
environment.
Consultant experience
At FDM, we are committed to
creating an exceptional Consultant
experience, one that empowers our
diverse workforce to start, develop,
and thrive in their technology careers.
From day one, Consultants receive
dedicated coaching and support
through our Skills Lab, guided by
experienced coaches and subject
matter experts. We don’t just prepare
Consultants for life on assignment,
we help them explore their career
aspirations, understand the steps to
achieve their goals, and define what
success looks like for them.
Once on assignment, Consultants
stay connected through regular
touchpoints with our Sales Account
Managers. For larger projects, our
Consultant Delivery Team and Coach
Practitioners provide additional
guidance to help deliver outstanding
results for our clients. Periodic check-
ins foster two-way feedback, ensuring
a positive and productive experience.
We also conduct an annual survey
to capture insights that shape our
engagement plans for the year.
To strengthen community and
collaboration, our Consultant Peer
Support network connects new
Consultants with experienced peers
already on assignment – helping them
onboard smoothly and settle into
their roles.
FDM Alumni Network
Although we have always
remained connected with our
alumni, we now have a dedicated
FDM Alumni Network to increase
engagement with those who
have come through our various
programmes over the years.
The overall purpose of the
Network is:
•
Re-connect:
Create an
engaged community
providing mutually beneficial
opportunities to support
business growth and
professional development
•
Re-hire:
Develop future talent
pipelines of experienced
consultants interested in
returning for senior consultant
and internal roles
•
Revenue:
Drive sales via lead
generation activities leading
to more business leads and
opportunities
By continuing to build and
engage with our extensive
alumni community, our aim is
to develop and maintain an
effective ecosystem to create
learning and development,
professional networking and
increased career opportunities
for our past, present and future
Consultants. The network
provides opportunities to connect
its members to other alumni and
to FDM’s business via events,
communication and initiatives.
In 2025, we held events on topics
such as; professional networking,
confidence in leadership,
influencing skills and building
high-performing teams. We have
created a pipeline of experienced
talent for our clients and
enhanced opportunities for lead
generation across the business.
We have re-hired some alumni
into experienced roles.
47
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Leading, educating and
supporting diversity, this
network provides a platform to
connect and build a community
for Black, Asian and Ethnic
Minorities within FDM.
Aiming to unify, empower and
celebrate gender diversity at
FDM, the network provides
employees with a voice
through sharing experiences,
challenges and ideas.
Through education and
representation, the network
supports all LGBTQIA+
employees by creating a space
that encourages authenticity
within the workplace.
Supporting employees with visible
and non-visible disabilities, including
long-term illness and mental health
conditions. Unique aims to create
a place where people of different
abilities feel welcome and included.
This network provides a safe and
respectful space for the increasing
number of carers and caregivers
within FDM. Members raise
awareness, understanding and
offer practical help and support.
A platform that encourages
employees of all beliefs and
religions to support each other
and share experiences.
Employee engagement
Throughout 2025, we continued to promote activities to engage, retain,
recognise and energise our employees. We encourage our employees
to be themselves at work, and to play a part in creating and fostering
an inclusive and open workplace where everyone can thrive.
People and communities
continued
FDM Group (Holdings) plc
Annual Report and Accounts 2025
48
Employee Networks provide an
inclusive place for discussion and
learning and a sense of belonging.
They were created by our people
for our people, providing an
opportunity for individuals to share
their experiences and support each
other. They also enable valuable
and productive consultation with
the business on process, policy
and learning. During the year
various Employee Network events
and campaigns were held on
Viva Engage.
We continue to monitor employee
engagement through Group-wide
surveys; in 2025 we carried out a
survey to give all our employees an
opportunity to express their views
on a range of subjects to enable us
to identify areas for improvement.
The survey covered themes such as:
employee sentiment and advocacy;
career and personal development;
organisational and personal
commitment; workload; line manager
support; perception of alignment of
values; and the subjects of diversity,
equity and inclusion. The survey
has provided some insights into our
strengths as well as those issues that
are important to our staff enabling us
to target areas for improvement.
Our social collaboration platform
Viva Engage enables our employees
to keep up to date with news
and upcoming events, and to
communicate with fellow FDM
employees across the globe.
This internal communication tool
allows us to stay connected with our
Consultants when they are on a client
assignment, helping to foster a sense
of belonging with FDM.
Wellbeing
Our global Employee Assistance
Programme provides all employees
with access to a 24/7 confidential
helpline for support, guidance
and resources, and structured
counselling. We have also hosted
drop-in sessions, informational
talks and listening circles to help
remove the stigma around mental ill
health. We have a global network of
Mental Health First Aiders, trained
employees who offer and provide
support to other employees.
Recognition
We believe it is important to
recognise and reward the
commitment and hard work of our
colleagues. The FDM Champion
initiative is our new monthly peer-
to-peer recognition scheme,
which celebrates the everyday
achievements of colleagues and
Consultants alike. We recognise
and reward the commitment and
contribution of employees who have
completed five, ten, twenty, and
even thirty years with FDM.
Partnerships
University Partners
Our Recruitment team participated
in 201 university events (2024:
389). As we continue to focus on
a refined, strategic approach to
university engagement, the number
of recruitment events decreased.
Our relationships with our university
partners remain strong as we
continue to host events and promote
opportunities for a wider student and
university outreach. In January 2025,
our UK University Partnerships team
hosted our annual University Partners
event to more than 50 key partners.
We delivered a digital bootcamp
focusing on an introduction to HTML,
CSS and Figma, providing a series
of online events to students who are
coding beginners to inspire the next
generation of tech talent. We also
attended and hosted events that
provided opportunities to network
with technical students, STEM degree
showcases and skills sessions.
University Partnership’s
Curriculum Projects and
employability programmes
In support of our UK university
partners, in 2025 we participated
in university curriculum and
consultancy-based projects with
over 400 student participants. We
designed, delivered, and supported
the students with project briefs that
contributed towards their university
grade and/ or experience. These
projects gave students from all
degree backgrounds the opportunity
to gain commercial insight, working
on live business challenges and the
opportunity to build relationships
with industry professionals, while
developing their soft skills.
We also support university
employability programmes that
involve different activities, with the
aim of increasing student confidence
and employability.
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Charity involvement
People and communities
continued
In addition to engagement
with these two charities,
FDM employees globally have
promoted and supported
numerous charities
and community groups
through a combination of
fundraising, donations,
volunteering and employee
time. In 2025, we supported
local organisations near to
our centres, including; food
banks, schools and children
from socioeconomically-
disadvantaged backgrounds;
and by raising funds for
national health organisations.
Charity
UN Sustainability Development Goals
The Children’s Book Project
Walking With The Wounded
The Children’s Book Project
FDM partners with The Children’s Book Project who collect donated
new or pre-loved books and distributes them straight into the
hands of the children that need them most. We have book donation
collection sites within our four UK centres and have held numerous
fundraising events. In 2025, through our work with the charity, we
have supported four Discovery Programmes – creating a pop-up
bookshop in a primary school close to each of our UK centres.
Walking With The Wounded
Spearheaded by the Ex-Forces team, our employees are involved with
Walking With The Wounded, a UK charity that delivers employment,
mental health care coordination and volunteering programmes in
collaboration with the NHS to support those who served in the armed
forces, and their families, who were wounded, whether mentally,
socially or physically, in reintegrating back into society.
In 2025, FDM was a lead partner of Walking With The Wounded’s
Cumbrian Challenge, with numerous FDM UK teams participating in
the hike and raising funds.
How FDM’s chosen charities align with the United Nations
Sustainability Development Goals:
FDM Group (Holdings) plc
Annual Report and Accounts 2025
50
Climate change
Implementation of the Task Force on Climate-related Financial Disclosures
(“TCFD”) framework
This report covers FDM’s governance of climate change,
its integration with overall risk management, strategy
for managing climate-related issues and opportunities,
and the metrics used to measure progress towards
our targets. We conclude that the business strategy
continues to be resilient against the risk level from climate
change, which remains ‘minor’.
In recognition of UK Listing Rule 6.6.6R(8), the
following pages set out our climate-related financial
disclosures consistent with the Recommendations and
Recommended Disclosures as outlined in “Implementing
the Recommendations of the Task Force on Climate-
related Financial Disclosures”, published in October
2021 by the Task Force on Climate-related Financial
Disclosures (“TCFD”). These disclosures also meet the
mandatory climate-related financial disclosures under the
Companies (Strategic Report)
(Climate-related Financial
Disclosure) Regulations 2022.
Recommendation
Recommended disclosures
Page
reference
Governance
Disclose the organisation’s
governance around climate-
related risks and opportunities
a) Describe the Board’s oversight of climate-related risks
and opportunities
52
b) Describe management’s role in assessing and managing climate-
related risks and opportunities
53
Strategy
Disclose the actual and potential
impacts of climate-related
risks and opportunities on the
organisation’s businesses,
strategy, and financial planning
where such information is
material
a) Describe the climate-related risks and opportunities the
organisation has identified over the short, medium, and long term
53 to 56
b) Describe the impact of climate-related risks and opportunities on
the organisation’s businesses, strategy, and financial planning
53
c) Describe the resilience of the organisation’s strategy, taking into
consideration different climate-related scenarios, including a 2°C
or lower scenario
53 to 54
Risk management
Disclose how the organisation
identifies, assesses, and
manages climate-related risks
a) Describe the organisation’s processes for identifying and
assessing climate-related risks
53
b) Describe the organisation’s processes for managing
climate-related risks
53
c) Describe how processes for identifying, assessing, and managing
climate-related risks are integrated into the organisation’s overall
risk management
29
Metrics and targets
Disclose the metrics and targets
used to assess and manage
relevant climate-related risks
and opportunities where such
information is material
a) Disclose the metrics used by the organisation to assess climate-
related risks and opportunities in line with its strategy and risk
management process
56
b) Disclose Scope 1, Scope 2, and, if appropriate, Scope 3
greenhouse gas emissions, and the related risks
58
c) Describe the targets used by the organisation to manage climate-
related risks and opportunities and performance against targets
61
Environment
51
Financial Statements
Governance
Strategic Report
Operational and
strategic channel
Risk and reporting
channel
The Board
Overall responsibility for managing climate-change
Sustainability Working Group
Cross-functional team
Mike McLaren (CFO)
Board-level sponsor for
climate change
Audit Committee
Bi-annual risk review
Climate Risk Team
Bi-annual risk review
Governance
Board level
The Board has overall responsibility
for climate change management,
including oversight of climate-related
risks and opportunities. The Board
reviewed the Group’s risks and
opportunities from climate change in
March and July, while it considered
overall risk management across the
Group. The Board is supported and
informed on climate-related issues
via two channels to ensure that any
potential impacts of climate change
are incorporated into the reviews of
Group strategy, business plans and
risk management. An operational
and strategic channel reports
into the Board via Mike McLaren
(CFO), who has executive-level
responsibility for climate change.
The risk channel monitors and
informs the Board of climate-related
risks through the Audit Committee,
supported by the Climate Risk Team.
Progress against climate targets
is monitored and overseen by
the Board, based on information
(progress, KPIs and metrics) received
from the Audit Committee. The
Audit Committee meets twice a
year to review all risks, referring
key matters of risk to the Board,
including climate-related issues.
The level of climate-related expertise
is considered to be sufficient given
our assessment of climate-rated
risk and opportunities and the likely
impact on the Group’s strategy.
External advice is obtained where
appropriate. In deciding new office
locations, the Board has continued
with its strategy of leasing new
FDM centres in central urban areas
with good public transport links,
thereby mitigating the effects from
employee commuting.
Management level
The management-level Sustainability
Working Group (‘SWG’) is a cross-
functional team whose purpose is to
oversee good sustainability practices
(see page 37). The SWG has a
particular focus on climate-change
matters, risks and opportunities and
resulting strategic impact, reporting
to Mike McLaren periodically
throughout the year. As required,
members of the SWG attend external
briefings from sustainability experts
on environmental matters and climate
change. Combined with internal
feedback and updates from the
Climate Risk Team, this allows the
SWG to remain informed and up to
date. The Climate Risk Team meets
regularly and reports formally to the
Audit Committee twice a year (see
page 29).
For 2025, part of the Executive
Directors’ annual bonus was targeted
to improve FDM’s overall EcoVadis
score. The metric has been applied
under the Directors’ Remuneration
Policy and, together with the
outcome, are set out on page 115.
This links the Group’s environmental
actions and performance with the
Executive Directors’ remuneration
and acts as an incentive for the
business to focus on the promotion
of two pillars from the EcoVadis
assessment; Environment; and
Sustainable Procurement.
Environment
continued
FDM Group (Holdings) plc
Annual Report and Accounts 2025
52
Risk management
FDM’s climate-related risk
management is integrated into the
Group’s overall risk management
framework (see page 29). All climate-
related risks are assessed in the
same manner as other Group risks, so
that their relative significance can be
assessed. The Group’s Risk Register
categorises all existing and emerging
risks, including climate-related
risks, with the Register covering the
probability of the risk occurring and
the degree of the potential impact.
Potential risks are assessed when
they first occur using the following
timeframe:
•
Short-term (0 to 3 years) aligns
to the business planning cycle;
•
Medium-term (4 to 6 years) aligns
to near-term targets;and
•
Long-term (beyond 6 years) aligns
to our net zero ambitions and
encompasses long-term industry
and policy trends. This timeframe
also allows for climate-related risks
and opportunities to manifest.
The SWG has assessed and
updated the climate-related risks
and opportunities relevant to FDM.
These were initially identified with
the help of an external sustainability
consultancy firm. All risks are
assessed on a 5x5 matri
x assessing
both impact and likelihood, which
allows for the prioritisation of risks.
Risk impact (materiality) is defined by the following table, in respect of the year in which the event takes place:
Very low
Low
Medium
High
Very high
Impact on profit before
tax or lost opportunity
of <£0.5m
Impact on profit before
tax or lost opportunity
of £0.5m – £2m
Impact on profit before
tax or lost opportunity
of £2m – £5m
Impact on profit before
tax or lost opportunity
of £5m – £10m
Impact on profit before
tax or lost opportunity
of >£10m
Risk likelihood is defined under five
categories: Very unlikely, Unlikely,
Possible, Likely, Almost certain.
Any mitigation factors for risks,
including climate-related risks,
are also included in the Group
Risk Register and this combined
exposure informs the decision
for managing risks (e.g. further
mitigation, accept, or control). Risks
are subject to ongoing refinement
and quantification over time, which
assists with incorporating their
management into the ongoing
strategy, budgets and financial
statements.
Strategy
As a service business, FDM Group’s
overall net climate risk, accounting
for mitigation, has been assessed as
low. The combined gross risk, before
mitigation and controls, has been
assessed as medium and, in isolation,
the impact of most climate-related
risks before mitigation is low. Our
main physical risk exposure is from
riverine and coastal flood risk, over
a timeframe out to 2050, however
given that all of our locations are
in large cities with modern flood
defences, we consider this risk
to be very low. Further mitigative
actions to this risk include:
•
All offices are leased, and most
leases are short or medium
term. In many locations we use
flexible workspaces with even
shorter lease commitments, and
if appropriate, we will expand this
approach, decreasing our asset risk
exposure further.
•
Insurance recovery in the event of
natural disasters.
•
Consultants work from client
sites or at home and not from
our centres.
•
Established work-from-home
procedures and an agile and
flexible working model mean limited
loss of business productivity in
the event of travel-related or
site-related disruption.
•
High-rise office locations in central
business districts.
Other physical climate-related
risks (higher mean temperatures,
rising sea levels, wildfires, severe
weather including typhoons/
hurricanes) are not seen as having
any material impact over the forecast
period. New sites in 2025 have
been assessed for physical risks
and the conclusion above remains
unchanged.
53
Financial Statements
Governance
Strategic Report
We have used scenario analysis to
improve our understanding of the
sensitivity of certain risks to different
climate outcomes, which helps
assess the resilience of our business
to climate change. We have used the
same three climate-related scenarios
as last year, looking out over a
timeframe to 2050:
•
Net Zero Emissions by 2050
(NZE)*:
a normative scenario
which sets out a narrow but
achievable pathway for the
global energy sector to achieve
net zero CO
2
emissions by 2050.
It does not rely on emissions
reductions from outside the energy
sector to achieve its goals. This
meets the TCFD requirement
of using a “below 2°C”scenario
and is included as it informs the
decarbonisation pathways used by
the Science Based Targets initiative
(“SBTi”).
•
Stated Policies (STEPS)*:
the roll
forward of already announced
policy measures. This scenario
outlines a combination of physical
and transition risk impacts. This
scenario is included as it represents
a mid-way pathway with a
trajectory implied by today’s policy
settings.
•
RCP 8.5**:
where global
temperatures rise between 4.1-
4.8°C by 2100. This scenario is
included for its extreme physical
climate risks as the global response
to mitigating climate change
is limited.
*
EA (2022), World Energy Outlook 2024, IEA,
Paris
** IPCC, 2014: Climate Change 2014: Synthesis
Report. Contribution of Working Groups I, II
and III to the Fifth Assessment Report of the
Intergovernmental Panel on Climate Change
Risks
Looking out over a timeframe to 2050, the three key climate-related risks identified are medium term risks:
Risk
1. Risk to FDM of not meeting
its near-term greenhouse
gas emission targets
2. Risk of failure to meet the
expectations of clients and
other stakeholders
3. Cost to FDM of carbon
pricing in the value chain
Type
Transition
(Market and reputation)
Transition
(Market and reputation)
Transition
(Current and emerging
regulation)
Area
Own operations/ upstream
Own operations/ upstream
Own operations/ upstream
Primary potential financial
impact
Lower profit margins
through increased costs
and lower revenue
Loss of revenue due to
decreased client demand
Higher costs associated
with energy and other inputs
Time horizon
Medium term
Medium term
Medium term
Gross likelihood
Possible
Possible
Likely
Gross impact
Moderate
Major
Minor
Net likelihood
(with mitigation)
Possible
Unlikely
Possible
Net impact
(with mitigation)
Low
Low
Very low
Location or service most
impacted
Global
Global
Purchased goods and
services
Metrics used to monitor risk
Scope 1, 2 and 3
greenhouse gas emissions
Scores from external
sustainability ratings
(including CDP and EcoVadis)
Scope 3 greenhouse
gas emissions
Environment
continued
FDM Group (Holdings) plc
Annual Report and Accounts 2025
54
1)
Risk to FDM of not meeting its near-term
greenhouse gas emission targets
FDM has clear targets associated with climate change.
FDM’s combined annual Scope 1, 2 and 3 greenhouse
gas emissions remain low at below 1 tCO
2
e per employee.
At present the largest source of operational emissions
for the Group is within Scope 3. There are aspects of the
delivery against this plan that are reliant on third parties,
and further action from third parties is required for FDM
to meet its Scope 3 near-term targets. Its Scope 1 and
2 emissions remain low, and the business continues to
negotiate with its landlords to move towards energy
supply agreements that are fully renewable. The potential
outcomes have been reflected in the choice of assigning
a ‘moderate’ impact level to the risk before mitigation.
2) Risk of failure to meet the expectations of
clients and other stakeholders
Some of FDM’s largest clients require suppliers to
maintain SBTi approved targets, have a net zero
emissions plan in place, and submit climate change data
to CDP and other similar ratings platforms. FDM Group
communicates progress against its sustainability goals
and its annual greenhouse gas emissions remain low at
below 1 tCO
2
e per employee. Failure to communicate
progress effectively or meet stakeholder expectations
may lead to reputational issues or lower revenue due
to lost custom. We have categorised the net likelihood
of this risk as ‘unlikely’, given the Group has near-term
emissions targets approved by SBTi and meets all
necessary expectations from external stakeholders in
terms of reporting.
3) Cost to FDM of carbon pricing in the
value chain
As FDM’s emissions remain low, we consider the risk
impact from carbon pricing to be in our “insignificant” risk
category. The scope of carbon pricing (applied directly or
indirectly) is expected to expand over the medium term,
and the price of carbon is expected to rise in the drive to
make businesses more accountable for their energy use
and carbon emissions. As part of our Carbon Reduction
Plan, we use efficient data centres and have continued
engagement with our top suppliers to reduce Scope 3
emissions from purchased goods and services.
55
Financial Statements
Governance
Strategic Report
Opportunities
Looking out over a timeframe to 2050, three key climate-related opportunities have been identified across the medium
and long term:
Opportunity
1. Opportunities in climate-
related consulting
2. Energy savings
3. Increased competitive
advantage in the market
Type
Products and services
Resource efficiency
Resource efficiency
Primary potential
financial impact
Increased sales
Decreased costs
Decreased costs
Time horizon
Medium to long term
Medium term
Medium term
Likelihood
Possible to likely
Almost certain
Possible
Impact
Low
Low
Low
Location or service
most impacted
Global
Global
All services
1) Opportunities in climate-related consulting
Clients, especially within the Energy and Utilities sectors,
will require Consultants to assist with accelerating their
green transition. A secondary impact as a result may be
an improved reputation with regards to this type of work,
leading to further sales opportunities and enable FDM to
expand its client base in the sector. This is an area that
continues to be investigated, although the likely impact
is low in the medium term.
2) Energy savings
Decreasing energy consumption by reducing energy
use and increasing efficiency will decrease costs and
may mitigate against the cost of future carbon pricing.
This will have the emergent benefit of further mitigating
the impact of Risk 1 outlined above. The business’
strategy to reduce the footage of its offices is in response
to the aim to reduce overall energy consumption.
3) Increased competitive advantage in the market
FDM’s emissions remain low. We believe the Group is
well-placed in the market in terms of its sustainability
reporting. As clients become selective in their
sustainability requirements, it could lead to more
opportunities to capture market share against
competitors. This will be achieved by continuing to
support the Group’s sustainability strategy and
maintaining engagement with clients to understand
their future expectations.
Metrics and targets
FDM is committed to net zero emissions across Scope
1, 2 and 3 greenhouse gas emissions by 2050. As an
important step towards this goal, we have set near-term
reduction targets which have been verified by SBTi.
These are:
•
Reduce absolute Scope 1 and 2 emissions by 50%
by 2030 from a 2020 base year; and
•
Reduce Scope 3 emissions by 62% per employee
by 2030 from a 2020 base year.
We report our emissions and energy data on pages 58
and 59, and our progress against these targets on page
61. The calculation of FDM’s carbon footprint is in line with
the principles and requirements of the Greenhouse Gas
Protocol. We also monitor the amount and percentage of
electricity consumed from renewable sources; this metric
is included on page 59.
Although we acknowledge the recommendation to
integrate an internal carbon price, Risk 2 highlights that it
is currently not financially material and therefore deemed
unnecessary.
Environment
continued
FDM Group (Holdings) plc
Annual Report and Accounts 2025
56
Environmental performance
Operating in a sustainable manner
At FDM, we recognise the significance of climate change,
and realise that our activities and operations have an
associated environmental impact. As such, we take into
consideration and aim to reduce the impact our business
activities have on the environment and on climate change.
The risks from climate change on the Group are
described on pages 53 to 55. This includes assessing
the risks of the direct physical effects of climate change,
the transition to a low carbon economy and how climate
change might impact the Group’s ability to continue its
business activities.
We report our carbon and energy data following
Streamlined Energy and Carbon Reporting (“SECR”)
requirements.
Carbon and energy data 2025
Directors’ statement of SECR compliance
FDM Group continues to meet the greenhouse gas
emissions reporting requirements of The Companies
(Directors’ Report) and Limited Liability Partnerships
(Energy and Carbon Report) Regulations 2018. We have
prepared this report in accordance with the requirements
for quoted companies under these regulations.
We report the Group’s carbon footprint from our global
operations to include Scope 1, Scope 2 and Scope 3
emissions from the following categories:
Scope 3 emissions reported by category
1
Purchased goods and services
2
Capital goods
3
Fuel- and energy-related activities
5
Waste generated in operations
6
Business travel
7
Employee commuting
There are 15 categories of Scope 3 emissions, however,
the following Scope 3 categories are not applicable
to FDM: Category 4 (Upstream transportation and
distribution. Emissions from transport costs related to
capital goods are captured under Scope 3 Category 2
Capital goods); Category 8 (Upstream leased assets);
Category 9 (Downstream transportation and distribution);
Category 10 (Processing of sold products); Category
11 (Use of sold products); Category 12 (End-of-life
treatment of sold products); Category 13 (Downstream
leased assets); Category 14 (Franchises); and Category
15 (Investments). FDM does not sell physical products to
consumers, therefore, FDM has no downstream emissions
associated to the use of a sold product.
The emissions and energy consumption metrics reported
on the following pages allow us to assess our progress
against our Group Carbon Reduction Plan, which is
outlined on page 61.
57
Financial Statements
Governance
Strategic Report
Carbon and energy data 2025
(continued)
Emissions
Emissions source
2023
tCO
2
e
2024
tCO
2
e
2025
tCO
2
e
Scope 1
Natural gas
98
103
61
Company cars
5
6
4
Total Scope 1
103
109
65
Scope 2
Electricity (Market based)
1
109
107
88
Total Scope 2
109
107
88
Scope 3
Purchased goods and services
1,833
1,331
1,104
Capital goods
172
66
26
Fuel- and energy-related activities
(not included in Scope 1 or Scope 2)
135
146
129
Waste generated in operations
10
7
7
Flights
540
476
352
Other business travel
75
72
66
Employee commuting
1,464
1,352
1,203
Total Scope 3
4,229
3,450
2,887
Total emissions (Scope 1, 2 and 3) (Market based
)
4,441
3,666
3,040
Total emissions (Scope 1, 2 and 3) (Location based
)
4,578
3,786
3,107
Average number of employees
6,482
4,779
3,273
Emissions (Scope 3 only) per employee
(tCO
2
e)
0.65
0.72
0.88
Emissions (Scope 1, 2 and 3) per employee
(tCO
2
e)
0.69
0.77
0.93
£ million of revenue
334.0
257.7
177.7
Emissions (Scope 1, 2 and 3) per £ million of revenue
(tCO
2
e)
13.3
14.2
17.1
1
Scope 2 location-based electricity emissions are: 2023
: 246 tCO
2
e; 2024: 227 tCO
2
e; 2025: 155 tCO
2
e.
Annual greenhouse gas emissions
Our total emissions per employee remain below 1 tCO
2
e.
The Group’s Scope 1 and Scope 2 emissions are minimal,
and our total worldwide Scope 3 emissions remain low.
In 2025, we conducted an employee commuting survey
which provided us with insight into our employees’ travel
patterns and enabled us to obtain data on the frequency
and means of employees’ travel.
Supplier specific data has been used to calculate
emissions where the data was publicly available and
reliable. In 2025, spend on specific suppliers was
32% of total purchased goods and services spend
(2024: 32%), emissions from these specific suppliers
were 10% (2024: 8%).
In the year, our combined total Scope 1, Scope 2 and
Scope 3 emissions decreased by 17% as the business
scaled back its operations. Our total emissions per
employee remain low at 0.93 tCO
2
e. The average
emissions per employee increased in the year by
21% due to the impact of the 17% drop in total emissions
being offset by a 32% decrease in the average number
of employees.
At year-end the Group had two company cars (2024:
three), one of which is a self-charging electric hybrid.
Both are pool cars available for business use only.
Environment
continued
FDM Group (Holdings) plc
Annual Report and Accounts 2025
58
2025 emissions’ methodology
As an IT-focused global professional services
provider, we recognise the importance of quality data
management. We have processes and controls in place to
capture actual consumption where possible. In line with
common practice, where the data is incomplete we model
the consumption using estimates.
The Group has defined its organisational boundary
using an operational control approach with no material
omissions from within the organisational boundary
of the Group. The methodology used to calculate the
greenhouse gas emissions is in accordance with the
principles and requirements of the following:
•
World Resources Institute (WRI) GHG Protocol:
A Corporate Accounting and Reporting Standard
(revised version); and
•
DEFRA’s Environmental Reporting Guidelines:
Including Streamlined Energy and Carbon Reporting
requirements (March 2019).
Emissions have been calculated using the appropriate
conversion factors such as the 2025 issue of the UK
Government’s Greenhouse Gas Conversion Factors for
Company Reporting and spend-based factors from
Environmentally-Extended Input-Output (“EEIO”) models.
Reported annual emissions information and annual energy
usage is presented for the same period as the accounting
period, being the twelve months ending 31 December.
Energy usage
2
2023
kWh
2024
kWh
2025
kWh
Total energy usage
2
1,767,533
1,565,124
1,045,747
– from renewable sources
654,052
600,420
375,048
– from non-renewable sources
1,113,481
964,704
670,699
2023
2024
2025
UK
Global
(excluding
UK)
UK
Global
(excluding
UK)
UK
Global
(excluding
UK)
Scope 1 and 2 emissions (tCO
2
e)
(Market-based)
98
114
105
110
60
93
Total energy usage
2
(kWh)
– from renewable sources
642,835
11,217
582,009
18,411
357,820
17,228
– from non-renewable sources
624,625
488,856
612,532
352,172
383,083
287,616
1,267,460
500,073
1,194,541
370,583
740,903
304,844
2
Energy usage reported includes kWh associated with Scope 1 and Scope 2 emissions and fuel used in personal or hire cars on business use.
Electricity consumption
Electricity consumption (kWh)
263,480
357,820
286,946
598,908
374,503
642,835
2025
2024
2023
200,000
400,000
600,000
800,000
1,000,000
UK
Global (excluding UK)
Global electricity consumption
2023
2024
2025
% of electricity consumed from renewable sources
64%
68%
60%
In 2025, electricity for all of FDMs UK centres was sourced from 100% renewable sources (2024: 97%; 2023: 100%).
59
Financial Statements
Governance
Strategic Report
Environmental initiatives
We are reducing our energy consumption through:
•
Downsizing our physical estate;
•
Undertaking direct actions and steps identified as
part of FDM’s UK ESOS Action Plan including moving
to more energy-efficient centres; and
•
We continue to virtualise our IT estate: Our energy
requirement is lower because our cloud-based
systems and data are hosted at efficient datacentres,
run by Microsoft Azure, that flex capacity in line with
our usage.
FDM’s centres are leased. By downsizing our physical
estate, in 2025 we reduced our overall electricity
consumption by 30% (see graphic on page 59). There
was a 38% fall in global electricity consumption from
renewable sources and a 14% fall in electricity from
non-renewable sources. The result is that our overall mix
of electricity from 100% renewable sources fell to 60%
(2024: 68%). We continue to engage with our landlords
to switch to electricity tariffs sourced from 100%
renewables sources.
There are solar panels on the roof of our centres in
Brighton, Leeds and Sydney which generate and provide
electricity to power the communal areas in each building.
FDM’s ‘Supplier Checklist’ enquires about, and challenges,
our top suppliers’ sustainability initiatives, including
whether they have a published Net Zero target and
whether it has been SBTi validated. Of the spend on
our top 30 suppliers, 75% is with companies who have
made public their Net Zero commitment (2024: 76%).
We continue to engage with our top suppliers with the
aim to reduce their emissions, which will reduce our
emissions from purchased goods and services.
We have policies and facilities in place to reduce waste
disposal and promote:
•
recycling of paper, plastics and cans and the collection
of food waste at our centres; ensuring that only the
minimum goes to landfill; and
•
the use of video conferencing technology and other
collaborative tools to reduce the need for travel.
Environment
continued
FDM Group (Holdings) plc
Annual Report and Accounts 2025
Group Carbon Reduction Plan and progress update
The Board approved the Group Carbon Reduction Plan in December 2021. FDM is fully committed to playing its part in
addressing the climate crisis and has set ambitious near-term science-based targets in line with a 1.5°C limit to global
warming, and to delivering net zero emissions across all Scopes by 2050.
In June 2022, the SBTi validated that FDM’s near-term targets conform with the SBTi Criteria and Recommendations
(version 4.2). FDM’s progress against these targets is detailed below:
SBTi-validated target
Progress
To reduce absolute Scope 1 and 2
GHG emissions by 50% by 2030
from a 2020 base year
The target was met in 2025: Scope 1 and 2 GHG emissions were 62%
lower than in our 2020 base year. FDM remains focused on working with its
landlords to reduce further its Scope 2 emissions from purchased electricity
by switching to tariffs that source 100% renewable electricity.
To reduce Scope 3 GHG emissions
by 62% per employee by 2030
from a 2020 base year
Reducing our Scope 3 GHG emissions remains challenging:
•
The 2020 base year was not representative of our Scope 3 emissions for
business travel and employee commuting because national lockdowns and
restrictions on our travel patterns from the Covid-19 pandemic limited our
employees’ movements.
•
When we set our near-term target, we expected decarbonisation of the
grid to lead to a significant year-on-year reduction in the conversion factors
that we use in the calculation of emissions from our Purchased Goods and
Services. The speed of reduction has been lower than we initially forecast.
However, we continue to monitor our performance and the related underlying
factors, taking action to reduce our emissions.
Outlined below are our ongoing actions planned to reduce our greenhouse gas emissions. We will continue to:
Engage with our supply chain
Engage with our top suppliers to report their emissions reduction goals and disclose annually reliable information
on emissions performance and targets.
Improve energy efficiency
Conduct energy efficiency audits to identify opportunities for energy and cost savings. We are in dialogue with
our landlords regarding the introduction of further energy-saving initiatives.
Implement energy efficiency measures across our operations, including by our data centre providers,
and IT equipment.
Procure renewable energy
Work with our landlords to move to 100% renewable sourced electricity supplies.
Repurpose IT equipment
During the year we repurposed IT equipment to be used by other FDM centres.
61
Financial Statements
Governance
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Ethics and compliance
All employees are required to complete mandatory
training courses designed to promote a safe, respectful,
and legally compliant workplace and support a culture
of integrity and inclusion. The e-learning courses are
delivered through the Skillsoft Compliance platform.
The mandatory training covers key topics:
•
Diversity, equity, and inclusion:
Understanding
unconscious bias and fostering allyship to create an
inclusive workplace.
•
Workplace conduct:
Preventing harassment and
promoting respectful interactions.
•
Ethical business practices:
Upholding principles of
business ethics, anti-bribery, and anti-corruption.
•
AI compliance training:
To ensure employees
understand the AI Policy (see below) and can benefit
from the tools that have been made available to them.
•
Cybersecurity awareness:
Protecting Group systems
and data from cyber threats.
•
Data protection and privacy:
Ensuring compliance with
global data protection regulations and safeguarding
personal information.
These topics are revisited regularly through refresher
courses. Skillsoft continuously updates its content to
reflect changes in regulations, industry standards, and
best practices.
The Group has a zero-tolerance policy to bribery and
corruption. The Group’s Anti-bribery and Corruption
policy is issued to all employees (see page 102). The
Group is committed to acting with integrity and honesty
and takes all reasonable steps to mitigate the risk of fraud
arising within the organisation (see page 102).
AI Policy
FDM Group recognises the potential of artificial
intelligence (AI) to transform the way we work, improve
efficiencies and enhance our service offerings, enabling
us to maintain a competitive edge in delivering excellent
service levels to our clients. We also recognise the risks
which arise from AI applications, tools, platforms or
related systems (“AI tools”) when they are used in an
uncontrolled way. FDM’s AI Policy aims to mitigate those
risks by setting out guidance and restrictions on the
responsible use of AI tools in our workplace. Its purpose
is to ensure that FDM’s confidential information, personal
and commercial data, intellectual property and IT estate
are protected. The AI Policy supports our aim to comply
with applicable laws and regulations, aligning us with
good practice and ethical standards. The policy applies to
all employees, workers, contractors, apprentices, interns
and volunteers and combines with FDM’s IT policies.
Human resource policies and respect
for human rights
We are committed to making FDM a great place for all our
employees. Our policies on maternity, paternity, adoption,
personal and special leave, and on sickness absence go
beyond the minimum required by law. We are committed
to fulfilling our obligations in accordance with the
relevant legislation for applicants and existing employees
who have disabilities. We give equal consideration to
applicants with disabilities.
We have in place policies that prohibit discrimination
and harassment in the workplace. We believe that our
policies provide an effective framework to ensure that
all our stakeholders and any other individuals with whom
we interact in the course of our work are treated with
respect and dignity, and in a way which accords with the
Universal Declaration of Human Rights.
Anti-slavery and human trafficking policy
We are committed to ensuring that there is no modern
slavery or human trafficking in our supply chains or in
any part of the business. We have considered the degree
of risk that modern slavery could present within the
organisation or in supply chains.
The nature of our business and the direct relationship we
have with applicants to the training programmes means
that the risk of modern slavery in our own organisation is
low. We have reviewed supply chains and taken steps to
address the potential risks of modern slavery and human
trafficking.
The Group has in place an Anti-Slavery and Human
Trafficking policy to assist in mitigating this risk, and
maintains a process of due diligence on key suppliers
to ensure that they meet our expectations in this area,
enabling us to comply with our obligations under the
Modern Slavery Act 2015. There is a pre-contract due
diligence process, used with new suppliers to ensure
that they confirm their commitment to comply with our
policies and values, or that they have in place appropriate
equivalent policies of their own. We have also developed
a set of standard contractual clauses for inclusion in
supplier contracts to reinforce this approach.
The Group aims to promote a high level of understanding
of the risks of modern slavery and familiarises all staff
with these policies on induction. Additional training may
be provided to key staff members where appropriate.
The effectiveness of these steps is monitored annually
by the Board.
FDM Group (Holdings) plc
Annual Report and Accounts 2025
62
Stakeholder engagement
FDM Group recognises that strong relationships with stakeholders are essential to delivering sustainable growth
and creating long-term value. We engage through structured, transparent, and responsive channels tailored to each
stakeholder’s needs.
Why we engage
How we engage
Key developments
Clients
Our interaction enhances our
understanding of the skills and
qualities our clients are looking
for. It helps to ensure that the
Consultants we put forward
are well matched to clients’
requirements and project
criteria, which ultimately makes
for a successful deployment.
We work closely with our
clients through the process of
interviewing and selecting our
Consultants for deployment on
client projects,
Clients have attended
virtual demonstrations and
feedback sessions in the
Skills Lab’s Pods.
We secured 45 new clients
globally, including 31 outside
financial services.
Shareholders
As a UK Listed company
we are transparent with our
shareholders and uphold
strong governance and
reporting standards.
Our in-house investor relations
function works with our
external brokers and financial
PR advisors.
We provide an overall
programme of communication
with shareholders and
prospective investors,
increasing the information
available through our website
and other channels, including
investor roadshows, and one-
to-one meetings.
Votes in favour averaged
98.4%, with all resolutions
passed at the 2025 AGM.
Employees
To maintain high employee
retention, align Consultants’
skills with client needs, and
support career progression
through an inclusive culture.
We carry out an annual
employee survey.
Consultants: Structured
feedback during coaching and
deployment, ongoing career
coaching.
Internal staff: Annual appraisals.
We delivered 828 coaching
completions in the year.
University
Partners
To maintain a strong graduate
pipeline, and to support
graduates’ IT awareness.
Through meetings and careers
fairs, University Curriculum
projects (see page 49).
We attended 201
university events globally;
and participated in
university curriculum and
consultancy-based projects
with over 400 student
participants.
63
Financial Statements
Governance
Strategic Report
Statement by the Directors in performance of their
statutory duties under s.172(1) Companies Act 2006
The Directors of the Company have an obligation to act in accordance with a general set of duties which are set out
in section 172 of the Companies Act 2006 (“Companies Act”). This states that the Directors must act in the way they
consider, in good faith, would be most likely to promote the success of the Company for the benefit of its shareholders
as a whole and, in doing so, have regard (amongst other matters) to:
•
the likely consequences of any decisions in the long term;
•
the interests of the Company’s employees;
•
the need to foster the Company’s business relationships with suppliers, clients and others;
•
the impact of the Company’s operations on the community and environment;
•
the desirability of the Company maintaining a reputation for high standards of business conduct; and
•
the need to act fairly as between shareholders of the Company.
Directors are briefed on these duties as part of their induction, and have access to professional advice on them, from
the Company Secretary or, if they consider it necessary, from an external independent advisor. The Directors fulfil this
duty partly by delegating responsibility for day-to-day decision-making to the Executive Team and other senior
managers, under a robust governance structure which is described in further detail in our Corporate Governance
Report, and by consulting on a regular basis with all its regular stakeholders as also outlined throughout this report and
taking into account their feedback (see the prior page).
The Directors consider, both individually and together, that they have acted in accordance with their duties under
s.172 of the Companies Act in the decisions taken during the year ended 31 December 2025 (see page 7
8
). There are
examples throughout this Annual Report of how the Board takes into account the matters referred to above.
The table to the right sets out the matters which reflect decisions the Board has made in response to engagement
with, or taking into consideration importance of particular matters to, different stakeholder groups. Further, the key
focuses of the Board (as set out from page
81
) also reflect the steps taken by the Directors to meet their obligations in
accordance with s.172 of the Companies Act.
Ethics and compliance
continued
FDM Group (Holdings) plc
Annual Report and Accounts 2025
64
Relevant stakeholders
Decisions made and outcome
Employees
The Board consulted with all staff, globally, on proposals to change our policy on frequency
of in-person office attendance. The views from the consultation were carefully considered
and influenced the new policy, which included incentives for regularly attending the office
four days per week, and more flexible working hours.
Employees
The Board engaged with senior managers across the business to invite their feedback into
a wider SWOT analysis which will support the Board’s ongoing strategic discussions.
Shareholders
The Board aims to ensure that its capital returns policy meets its responsibilities to
Shareholders and their expectations. During the year the Board received feedback and
carried out a review of the policy, and concluded that, predominantly, Shareholders
preferred capital returns by way of dividends, as opposed to a share buyback programme,
and that a share buyback was not the best use of the Group’s capital in the current context.
Clients, Employees, the
Environment, Shareholders
In September, the business joined the United Nations Global Compact (‘UNGC’).
Participation enables us to identify further areas for improvement of our sustainability
initiatives that support the UNGC’s Ten Principles. These Principles promote human rights,
labour, the environment and anti-corruption.
Participation will also lead to greater cooperation with our clients.
The Environment
Following the decision to downsize some of our leased office space or move to more
energy-efficient premises, the electricity consumption has reduced (see pages 59 and 60
)
.
Shareholders, Employees,
the Environment
The Remuneration Committee has continued to set bonus metrics for Executive Directors
based on factors relating to ESG, including initiatives to increase our sustainability rating on
the EcoVadis platform, and to drive the satisfaction of Consultants and internal employees
(see pages 114 and 115).
Clients, Shareholders
Cybersecurity is always an area of focus in our engagement with shareholders and clients.
Cyber risk has ranked as one of FDM’s principal risks since IPO in 2014. This year the Group
has hired in a new role: Global Director of Information Security and has taken steps to
further evolve the Information Security team into a wider Global Risk and Compliance Team.
During the year, the team has successfully achieved certification with CyberEssentials Plus
and ISO 27001.
The Audit Committee receives regular updates from the Global Director of Information
Security, and the Board receives a report three times a year from its external cybersecurity
specialist lawyers. These provide insight into the evolving threat of cyber and physical
security attacks, and enable the Board to prioritise the improvement of mitigating steps
to reduce the risk of a serious cyberattack.
Employees, Clients,
Shareholders
Since launching the FDM Alumni programme in 2024, good progress has been made,
with over 1,000 alumni registering for the programme. We have held several events
for alumni, and 30 alumni have been brought back in-house into experienced roles.
The programme is progressing its aims of growing an engaged network, identifying
those interested in returning to roles with FDM, enhancing the brand, and generating
sales leads for new client opportunities.
65
Financial Statements
Governance
Strategic Report
Non-financial and Sustainability Information Statement
Compliance Statement
We comply with the requirements of sections 414CA and 414CB of the Companies Act (as amended by The Companies
(Strategic Report)
(Climate-related Financial Disclosure) Regulations 2022
) with the table disclosed below and other
disclosures throughout the Strategic Report. The information provided below is to help our stakeholders understand
our position on key non-financial matters, specifically activity relating to:
a)
climate-change related financial disclosures
b)
environmental matters (including the impact of the Company’s business on the environment);
c)
the Company’s employees;
d)
social matters; and
e)
respect for human rights; and anti-corruption and anti-bribery matters.
Reporting requirements
How we govern our approach
Outcomes and additional information
Page
Climate-change related
disclosures
Task Force on Climate-related Financial
Disclosures (‘TCFD’)
TCFD compliance statement
Strategy
51
53 to 54
Environmental matters
Group Environmental Policy
Annual greenhouse gas emissions
and energy usage
Group Carbon Reduction Plan
5
8 to 59
61
Employees
Employee policies
Diversity, equity and inclusion
Employee development
Employee engagement
40
46
48
Social matters
Group Social Policy
Engagement with Universities
Involvement with charities
49
50
Respect for human
rights
Anti-Slavery and Human Trafficking
policy
Anti-slavery and human trafficking
62
Anti-corruption and
anti-bribery matters
Anti-bribery and Corruption policy
Anti-bribery and corruption
102
Additional information
Page
Non-financial key performance indicators
23
Description of the business model
16 to 17
Description and management of principal risks and impact of business activity
28
The Strategic Report was approved by the Board on 17 March 2026 and signed on its behalf by:
Rod Flavell
Chief Executive Officer
17 March 2026
Ethics and
compliance
continued
FDM Group (Holdings) plc
Annual Report and Accounts 2025
66
Financial Statements
Governance
Strategic Report
Governance
70
Board of Directors
73
Corporate Governance Report
92
Audit Committee Report
103
Nomination Committee Report
107
Directors'
Remuneration Report
128
Directors’ Report
FDM Group (Holdings) plc
Annual Report and Accounts 2025
68
Financial Statements
Governance
Strategic Report
Board of Directors
Committee Membership
Alan Kinnear
Non-Executive Chair of the Board
N
Rod Flavell
Chief Executive Officer
Sheila Flavell CBE
Chief Operating Officer
Date of Appointment
Non-Executive Director January 2020
Chair of the Board July 2025
Chair of the Nomination Committee July 2025
Date of Appointment
Founded FDM in 1990
Date of Appointment
Chief Operating Officer January 2008
Joined FDM 1998
Experience
Alan was with PwC for 35 years until his
retirement in 2015, including 23 years as
a partner leading PwC’s relationships with
listed, private equity-backed and fast-
growth entrepreneurial companies. He was
a member of PwC’s South East regional
board. Alan has significant experience in
corporate governance in listed companies
and in corporate risk management.
Alan is a member of the Institute of
Chartered Accountants of Scotland.
Experience
Rod Flavell is the founder and Chief
Executive Officer of FDM Group, bringing
over 40 years of experience in the
technology sector and a track record of
transforming the Group from its startup
origins into a global, award-winning employer
with a prestigious client base operating in
multiple markets.
Rod’s commitment to expanding opportunity
and fostering an inclusive workforce has
earned him repeated recognition, including
in the Management Today Agents of Change
Power List, and the Yahoo HERoes Top
Advocate Executives list. Most recently he
was named Advocate of the Year (Individual)
at the 2024 Ex-Forces in Business Awards,
recognising his leadership in supporting more
than 800 former servicemen and women
through FDM Group’s Ex-Forces Programme.
Experience
With over 30 years of experience in both
the public and private IT sectors, Sheila has
become a prominent voice in the UK tech
sector, serving as President of techUK, the
UK’s technology trade association. A strong
advocate for women pursuing a career
in technology, Sheila founded the FDM
Returners Programme, a leading initiative
supporting professionals re-entering the
workforce. Her CBE recognizes her services
to gender equality in IT, and the employment
of graduates and returners.
In 2025, Sheila was invited to join the Board
of Scotland’s first Technology Council, a
pioneering initiative designed to shape
policy, connect businesses with the Scottish
Government, and promote Scottish tech
companies on the international stage. Her
work has been acknowledged by numerous
awards, and in 2025 the University of Bath
conferred an Honorary Doctorate on her in
recognition of her impact on digital industries
and leadership in diversity and inclusion.
External Appointments
Alan has no external appointments
External Appointments
Rod has no external appointments
External Appointments
techUK Limited (President, originally
appointed June 2016)
Remuneration Committee Member
Audit Committee Member
Nomination Committee Member
Chair of Committee
A
N
C
R
70
FDM Group (Holdings) plc
Annual Report and Accounts 2025
Andy Brown
Chief Commercial Officer
Mike McLaren
Chief Financial Officer
Date of Appointment
Chief Commercial Officer January 2008
Joined FDM 1994
Date of Appointment
Chief Financial Officer April 2011
Joined FDM 2011
Experience
Andy progressed through the Group’s Sales
team to become Global Sales Director in
2007 and, subsequently, Chief Commercial
Officer.
Andy oversees the expansion of the Group
with a focus on the sales and recruitment
functions. Andy’s strategic focus is around
developing new service streams in line with
client demands, as well as managing the
number of applicants to the Group’s Graduate
programme, which are both key areas to the
success and growth of the Group. Andy also
played a key role in the launch and success
of the UK Ex-Forces Programme.
Experience
Mike is a Fellow of the Institute of Chartered
Accountants in England and Wales.
Prior to joining FDM, Mike was Group Finance
Director and Chief Operating Officer in a
premium listed business in the software and
services sector. In addition, Mike has been an
Independent Non-Executive Chair and Non-
Executive Director on the boards of a number
of other companies. Overall, Mike has more
than 30 years’ experience of working within
the technology sector in a range of senior
financial, commercial and operational roles.
External Appointments
Andy has no external appointments
External Appointments
ActiveOps plc (Non-Executive Director, Chair
of Audit Committee, appointed March 2021)
71
Financial Statements
Governance
Strategic Report
Board of Directors
continued
Committee Membership
Jacqueline de Rojas CBE
Non-Executive Director
R
A
N
Rowena Murray
Non-Executive Director
R
A
N
Bruce Lee
Non-Executive Director
R
A
N
Date of Appointment
Non-Executive Director October 2019
Senior Independent Director May 2024
Date of Appointment
Non-Executive Director August 2024
Chair of the Remuneration Committee
May 2024
Chair of the Audit Committee July 2025
Date of Appointment
Non-Executive Director March 2025
Experience
Jacqueline is a highly regarded leader in the
UK technology field, with a strong reputation
as a champion of women and minority voices.
She sits on the board of technology trade
association techUK where she has used her
platform as President to shape policy over
the last seven years to enable the technology
industry to thrive. Her commitment to
diversity and building tech skills in the sector
is her driver for co-chairing the Governance
Board of the Institute of Coding.
Prior to this, Jacqueline held senior executive
roles at major tech companies including Sage
Group, Citrix Systems, CA Technologies,
Novell and McAfee International. She was
previously a Non-Executive Director at AO
World plc and Home Retail Group plc. In 2019,
Jacqueline was awarded a CBE for Services
to International Trade in Technology.
Jacqueline is the Board’s designated Non-
Executive Director for engagement with
the Group’s workforce, enabling employees
to share ideas and concerns with senior
management and the Board.
Experience
Rowena is highly regarded for her
experience in investment banking and
corporate broking, and her insight into the
public markets. She has a strong reputation
for helping businesses to implement their
strategies effectively to generate growth
and create value.
Rowena began her career in Sydney as a
corporate lawyer at a leading Australian
law firm. She moved to the UK in 2004 and
joined Investec Bank plc (“Investec”). As a
director in Investec’s Investment Banking
division, Rowena provided strategic advice
to public and private companies and led
corporate transactions across a variety of
sectors, including business services and
technology. In 2017 she moved to Tenzing
Private Equity, an investor in high-growth
UK and European SMEs with a focus on
tech and tech-enabled businesses. She has
been the appointed Non-Executive Director
for various companies within the Tenzing
portfolio.
Experience
Bruce brings strong organisational and
technical leadership expertise from his
career as a CIO and COO for large national
and international financial services and
healthcare insurance companies. He has
previously held c-level leadership positions
at Fannie Mae, the New York Stock
Exchange, Centene Healthcare, HSBC
and BNP Paribas. He is also an advisor to
ZScaler, a NASDAQ listed supplier of zero
trust cloud security services.
Bruce has a track record in delivering
comprehensive IT transformations,
including strategic technology
development, development and delivery of
software, infrastructure (including private
and public cloud) and security. He has
attained qualifications in AI from Stanford
University and has experience in vendor
management. He has a particular interest
in staff engagement.
External Appointments
Rightmove plc (Senior Independent Director,
appointed December 2016)
techUK Limited (Director, appointed July 2014)
Industrial and Financial Systems, IFS AB
(Sweden)
(Non-Executive Director, appointed
May 2021)
External Appointments
Altum Group (Director, appointed
October 2022)
Eikon Group (Director, appointed
October 2019)
External Appointments
ActiveOps Plc (Non-Executive Director,
appointed September 2024)
Remuneration Committee Member
Audit Committee Member
Nomination Committee Member
Chair of Committee
A
N
C
R
72
FDM Group (Holdings) plc
Annual Report and Accounts 2025
Corporate Governance Report
On behalf of the Board, I am pleased to introduce FDM Group’s
Corporate Governance Report for the year ended 31 December
2025, my first since taking on the role of Chair in July 2025.
Chair’s Governance Overview
This report aims to provide readers with an understanding
of how the Board has monitored the Group’s progress,
and how we ensure that we make informed decisions
for the long-term benefit of our shareholders and other
key stakeholders.
2025 is the first year in which the 2024 Code has applied
to FDM Group, and the new reporting requirements
on material controls have applied to FDM Group from
1 January 2026. During the year the Board commenced
a rigorous exercise to determine which of our controls
we consider to be material and how we will evidence
their operational effectiveness for the purposes of the
statement we will give in our Annual Report 2026. Further
information on this project can be found in the Audit
Committee Report on page 92.
The Board recognises that strong governance and high
standards of control are never more important than
during periods when markets are difficult and trading
is challenging. By continually evolving the robust
governance framework summarised in this report,
we can ensure that the Group is in the best position to
deliver the Board’s strategy. This process is evidenced
by our refinement of the description of some of the key
risks we face.
We take great care to ensure that the content of our
Annual Report is fair, balanced and understandable,
and I hope you find it informative. A review by the Audit
Committee can be found on page 100 and a formal
statement from the Directors is included on page 133.
In the first few months of my tenure as Chair, the Board
has undertaken a detailed SWOT analysis of our business,
which included requesting feedback from more than
30 senior managers in all our key regions. That analysis
has helped the Board to identify a range of actions which
will help strengthen our business both strategically and
operationally, and we have since engaged further with the
participating managers to update them on our findings
and future plans. The Executive Team is continually
driving the evolution of our strategy and flexible business
model, and the feedback from the SWOT analysis has
enabled them to identify areas for particular focus. There
is more information on this exercise on page 78.
Seeking wider participation from senior managers in this
exercise is in line with our commitment to strengthen and
embed a diverse, inclusive and fulfilling culture which is
aligned with our values. By listening to feedback through
this and other channels (including our consultation on
office attendance and our annual employee survey) we
can improve understanding and communication of our
culture and strategic objectives, embedding it in all tiers
of our business and helping our people to thrive.
The Board has supported the evolution of our Practices
methodology, which organises coaching into five areas
of specialisation. The integration of this methodology
into our Skills Lab allows us to deliver tailored learning
experiences for our Consultants to meet evolving client
needs. We have also recognised the evolution in what
our clients need and recruited more senior, experienced
Consultants into our workforce.
Alan Kinnear
Chair of the Board
Financial Statements
Governance
Strategic Report
73
The Board has also continued to focus on controlling
cost and driving efficiency by ensuring that the size and
capability of our back-office organisation remains aligned
with the current needs of our business. By adjusting levels
of recruitment and training, and careful management
of our unallocated resource, we have aimed to ensure
that we have appropriate levels of high-quality resource,
with the optimal blend of skills, to give us a head start
in meeting our clients’ needs as market conditions,
confidence and demand improve.
Further information on the Board’s primary areas of focus
in 2025 is set out on page 81.
The Board remained focused on succession planning
and the composition of the Board. Michelle Senecal de
Fonseca and David Lister retired from the Board in March
and July 2025 (respectively). Bruce Lee was appointed as
a Non-Executive Director in March 2025, and I replaced
David Lister as Chair of the Board and of the Nomination
Committee on his retirement. On the recommendation of
the Nomination Committee, a number of other changes
to the composition of the Board’s committees were
approved by the Board, details of which can be found
on page 104. Following David’s retirement, the number
of Non-Executive Directors on our Board (excluding me)
has reduced temporarily to three, which is one below the
level recommended by the 2024 Code. A process has
commenced to identify a suitable new Non-Executive
Director to join the Board, and I expect that process to be
completed in the coming months. More information about
the diversity of the Board and Executive Team can be
found on page 87.
We continue to progress the Group’s social and
environmental initiatives, including our response to
climate-related risks and opportunities, and our approach
is outlined on page 51.
Our aim is to continue improving our work in these areas
over the coming year.
Corporate Governance Report
continued
74
FDM Group (Holdings) plc
Annual Report and Accounts 2025
Board balance by gender
Board balance by independence
Board ethnicity
Board tenure
Male
Female
White British or other white
Mixed/ multiple ethnic groups
Executive Directors
Independent Non-Executive
Directors*
* Excludes the Chair who was
independent at appointment.
More than 5 years
2 to 5 years
Less than 2 years
62.5%
37.5%
87.5%
12.5%
57.1%
42.9%
12.5%
12.5%
75.0%
Governance at a glance
Board composition and diversity as at 31 December 2025
75
Financial Statements
Governance
Strategic Report
Corporate Governance Report
continued
Corporate Governance Overview
How we have implemented the Principles of the 2024 Code
Principles
Implementation
Page
reference
Board leadership and
company purpose
a)
An effective and entrepreneurial Board, whose role is to promote the
long-term sustainable success of the Company
77
b)
Alignment of purpose, values, strategy and culture
77
c)
Board decisions and their outcomes in the context of the Company’s
strategy and objectives
81
d)
Engagement with shareholders and stakeholders
83
e)
Employment policies and practices, consistent with the Company’s
values and support its long-term success
84
Division of
responsibilities
f)
The role of the Chair
85
g)
Balance of the Board and division of responsibilities
85
h) Board commitment
87
i)
Board processes and resources
86
Composition, succession
and evaluation
j)
Appointments to the Board and succession planning for the Board
and senior management
88
k)
Directors’ skills, experience and knowledge
88
l)
Board evaluation
89
Audit, risk and
internal control
m) External and internal auditors and the integrity of the financial
reporting process
90
n)
Fair, balanced and understandable assessment
90
o)
Risk management and internal controls framework
90
Remuneration
p)
Reward structure alignment with strategy and values
91
q) Remuneration policy
91
r)
Independent judgement aligned with performance
91
76
FDM Group (Holdings) plc
Annual Report and Accounts 2025
UK Corporate Governance Code 2024
As a listed company, we are expected to explain how
FDM Group has applied the main principles of the 2024
Code issued by the Financial Reporting Council in
January 2024.
Provision 11 of the 2024 Code recommends that at least
half the Board, excluding the Chair, should be non-
executive directors whom the Board considers to be
independent. Upon the retirement of Michelle Senecal
de Fonseca from the Board in March 2025, Bruce Lee
was appointed to the Board as a Non-Executive Director.
When David Lister retired from the Board in July 2025,
Alan Kinnear (an existing Non-Executive Director on
the Board) was appointed as Chair of the Board, and
an additional Non-Executive Director has not yet been
appointed. As a result, since the end of July 2025, FDM
Group’s Board has comprised (other than the Chair)
four executive directors, and only three non-executive
directors. A search has been commenced to identify a
new Non-Executive Director with the skills, knowledge
and background which the Board requires. This process
is expected to be completed in the coming months, at
which point the recommendations of Provision 11 will be
met again.
Other than in respect of Provision 11, the Board considers
that FDM Group has complied with the 2024 Code
during 2025.
Further information on the 2024 Code can be found at:
www.frc.org.uk
The main principles of the 2024 Code are as follows:
• Board leadership and Company purpose
• Division of responsibilities
• Composition, succession and evaluation
• Audit, risk and internal control
• Remuneration
1. Board leadership and Company purpose
An overview of the Board’s role
The Board is required to establish the Group’s purpose
and to define its strategy. FDM’s purpose is to deliver
client-led, sustainable, profitable growth on a consistent
basis, through our well-established Consultant model, as
set out in more detail on pages 16 to 17. The Board’s view
is that enabling the successful achievement of FDM’s
purpose will secure the long-term sustainable success of
the Group for our staff, clients and other stakeholders,
generating value for shareholders.
In support of this purpose, the Board has developed a
strategy that will enable us to launch new careers for
our Consultants around the world, while delivering high
levels of client service. This aims to ensure that all the
investments we make and activities we carry out can
deliver quantifiable improvements to our business for our
clients, staff and shareholders. Our Consultant model is
constantly evolving, and in 2025 the Board has monitored
the integration of the Practices methodology into the
operating model of our Skills Lab. You can read more
about these changes, along with other information about
our strategy and its four key objectives, including how
each has been delivered during 2025, on pages 11 to 13
of the Strategic Report.
The Group has established a set of core values that
reflect FDM’s culture. Each of the Executive Board
members aims to be a role model for these values,
promoting them and FDM’s culture. Our values and culture
are central to the continued success of the Group and
support the implementation of our strategy.
The Board is responsible for identifying the risks that may
prevent the Group from meeting its strategic objectives,
and for ensuring that appropriate procedures and controls
are in place to manage or mitigate those risks, insofar
as it is reasonably practicable to do so, to a level which
is consistent with the Board’s risk appetite. The Board
is also responsible for monitoring the framework of
internal controls and risk management processes, and for
carrying out regular reviews of its effectiveness. During
2025 the Board has received regular updates from the
Audit Committee on a project, which was supported by
our Internal Audit function, to ensure that appropriate
processes are in place to enable such reviews to cover
all material controls, including financial, operational,
reporting and compliance controls. The material control
framework which was developed during 2025 is now
in place, and the Board is ready to meet the reporting
requirements set out in Provision 29 of the 2024 UK
Corporate Governance Code when required in the 2026
Annual Report.
77
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The Board has a remit to ensure that the Group has the
necessary resources in place to achieve its strategic
goals, both in terms of people, finance, and systems,
and to monitor performance and measure progress
towards those goals. It is the Board’s duty to support
and challenge the Executive Team to ensure that FDM’s
business and resources are managed in line with those
strategic goals. During 2025 some enhancements have
been made to the reporting data which is presented
monthly to the Board, enabling a more detailed focus on
these areas during a period of particularly challenging
trading conditions.
The Board meets regularly during the year to review
operational and financial matters, develop and refine
strategy, and monitor progress towards strategic
objectives. This year, as part of its work on strategy,
the Board carried out a detailed SWOT analysis of FDM
Group’s business, seeking feedback from more than
30 senior managers across our departments and key
regions. The feedback has helped the Board to identify a
range of actions which will help strengthen our business
both strategically and operationally, and we have since
engaged further with the participating managers to
update them on our findings and future plans. When
setting and monitoring the implementation of the Group’s
strategy, the Directors keep in mind their individual duty
to act in the way that they consider, in good faith, will be
most likely to promote the success of the Group for the
benefit of its stakeholders as a whole, as set out in s.172
of the Companies Act. Further details of the steps taken
by the Board to meet the requirements of s.172 of the
Companies Act are set out in our s.172 Statement which
can be found on page 64.
The Directors act with reasonable care, skill and diligence
in their work, taking steps to ensure that they exercise
independent judgement at all times and that processes
are in place to enable robust decision-making, especially
when there are more difficult decisions to be made.
FDM’s network of stakeholders includes its shareholders,
clients, employees, and members of the communities in
which we operate. The interests of these stakeholders
are varied but interconnected, and we recognise our
responsibilities to engage with them and to take their
interests into account. During the year the Board has
discussed carefully matters brought to their attention by
shareholders. Additionally, in the event of any notable
vote against a Board recommendation proposed at an
AGM, FDM will carefully review the voting outcomes
and will engage with shareholders to understand their
reasons. We will then provide details of the actions taken
in response in the next Annual Report.
The Board has responsibility for managing the Group’s
strategy on climate change, including oversight of
climate-related risks and opportunities. The Board
is supported and informed on these matters via two
channels: an operational and strategic channel reporting
through the Board sponsor for climate change (CFO),
and a risk channel, which monitors climate-related risks
through the Audit Committee with input from the Risk
Management Team and relevant senior managers.
Further information on the Group’s climate change
governance can be found beginning on page 52. In line
with UK Listing Rule 6.6.6R(11), the Group sets out its
climate-related financial disclosures consistent with
the Recommendations and Recommended disclosures
of TCFD, including providing information on risks and
opportunities arising from climate change and the
transition to a low-carbon economy, and the use of
scenario analysis to assist in understanding the impact
of different potential climate outcomes on certain risks
to the Group’s business.
The Board’s financial responsibilities include approving
the interim, preliminary and annual financial statements,
the annual budget and longer-term forecasts,
significant contracts and capital investment. Each of
these responsibilities underpins the principles of the
2024 Code.
The Board’s other responsibilities include monitoring the
impact of its decisions on our employees, promoting
strong business relationships with clients, suppliers and
others, and considering the impact of our operations on
the wider community and the environment. The Board
supports the Executive Team in ensuring that the Group’s
reputation for high standards of business conduct is
maintained, and is mindful of the need to achieve a fair
balance between the interests of different shareholders
and other stakeholders.
The Board and its Committees – a structure for
robust governance
The Board understands that the opportunity to promote
the long-term sustainable success of the Group is
maximised by ensuring that the Board remains effective,
has the right blend of skills, knowledge and experience,
and retains the key elements of an entrepreneurial culture
which is at the core of FDM.
As recommended by the 2024 Code, where appropriate,
the Board delegates some of its responsibilities to
the Audit Committee, Remuneration Committee and
Nomination Committee (“the Committees”), which
play a key role in supporting the Board’s aims and the
application of the principles of the 2024 Code. The terms
of reference and composition of these Committees are
reviewed annually and updated as appropriate.
Corporate Governance Report
continued
78
FDM Group (Holdings) plc
Annual Report and Accounts 2025
Although the Board retains overall responsibility, the
establishment of Committees enables some aspects of
the Board’s work to be carried out at a more detailed
level by Board members who have particular expertise,
experience and interest, allowing deeper analysis and
oversight of those areas. The Chairs of each Committee
report to the Board on matters considered and decisions
taken and make recommendations on matters for
which the Board reserves final approval. Minutes of all
Committee meetings are made available to other Board
members to be viewed at any time via the Board’s secure
online portal.
The Nomination Committee keeps under review the blend
of skills, experience, independence and knowledge
across the Board’s members. It leads the process for new
appointments to the Board, ensuring a fresh and
entrepreneurial approach which enables strategic
opportunities to be identified, analysed and effectively
managed to ensure long-term sustainable success. More
information about these areas is set out in the
“Composition, succession and evaluation” sectio
n
beginning on page
8
7 and in the Nomination Committee
Report on pages 103 to 106.
The Audit Committee monitors the application of the
financial reporting, internal control, and risk management
principles set out in the 2024 Code and ensures that
the Group maintains an appropriate relationship with its
auditors. More information about risk and internal controls
can be found in the “Audit, risk and internal control”
section on page 90 and in the Audit Committee Report
beginning on page 92.
The Remuneration Committee is responsible for setting
the Company’s Remuneration Policy, determining
each Executive Director’s total individual remuneration
package (including salary, benefits, bonus and
pension entitlements, and participation in share and
other incentive schemes) and setting the targets
for performance-related pay. The Committee is also
responsible for determining the remuneration of the
next tier of senior management below Board level. The
Remuneration Committee’s work supports the strategy
set by the Board, by promoting the opportunity for long-
term sustainable success, and by aligning executive
and senior managers’ remuneration to the achievement
of the Group’s purpose and promotion of its values,
and to the successful delivery of long-term strategic
goals. The Remuneration Report, beginning on page 107,
contains more information on our application of these
principles of the 2024 Code. The current Directors’
Remuneration Policy was approved by shareholders
at the AGM held on 14 May 2024.
Information about the membership of each Committee
can be found in the relevant Committee’s report.
The Board’s agenda
The Board meets regularly throughout the year, following
an agenda which is agreed in advance to reflect the
normal cycle of our business through the year, enhanced
where appropriate from time to time by discussion of
matters of particular interest to the Board, presentations
from senior managers in the business, or external
advisors. Although the setting of the agenda is led by the
Chair of the Board in discussion with the Chief Executive
and the Company Secretary, all Board members are
welcome to put forward topics for discussion.
Standing items, including operational and financial
reviews and Committee updates are considered at each
scheduled Board meeting, with unplanned items such
as strategic, commercial or property-related decisions
considered as and when required. In addition, potential
topics are identified for management updates and other
Board discussions.
Ahead of each Board meeting, all Board members are
supplied with an agenda and a set of papers on particular
strategic issues, as well as reports and management
information on current trading, operational issues,
compliance, risk, accounting and financial matters.
This enables the Chair to ensure all Directors are properly
briefed on the matters to be discussed. The Company
Secretary ensures that the supporting papers are clear,
accurate, timely and that they contain the level of detail
necessary to enable the Board to discharge its duties
effectively. The Board’s forward agenda is coordinated
with those of its Committees, and the Chairs of the
Committees report on the activity of their Committees
at Board meetings. The agenda is designed to provide
an appropriate balance between strategic planning
items and reports which enable the Board to monitor the
management and performance of the Group, ensuring
it operates within the appropriate risk appetite and the
Board’s strategy to deliver FDM’s purpose.
The format of the Board Reports is reviewed regularly
and updated as appropriate to highlight information or
data which is especially pertinent to the Board’s current
areas of focus at any given time, and to ensure that the
reports provide the required information in the most
useful format to enable Board members to carry out
their oversight role effectively.
At regular intervals throughout the year, senior managers
from around the Group attend Board meetings to update
the Board on progress being made and matters arising
in their areas of operation. The Board aims to ensure
that there is sufficient time for the Board to discuss
significant matters or matters of a more discursive nature.
To assist with this, the usual approach is to hold informal
gatherings after certain scheduled Board meetings which
allow the Directors greater time to discuss key topics with
additional internal and external participants.
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This enables the Non-Executive Directors to explore
business and operational issues in greater depth with the
senior managers who have reported to the Board.
The Board has identified certain matters on which
decisions are formally reserved for the Board’s approval,
a schedule of which is available on the Group’s website
www.fdmgroup.com/investors/corporate-governance/
.
They include the following:
•
Approving financial results and other financial,
corporate and governance matters;
•
Approving material contracts;
•
Approving material capital or operational expenditure;
•
Approving Group strategy;
•
Approving appointments to the Board;
•
Determining dividend policy, as well as approving
and recommending dividends, as appropriate;
•
Reviewing material litigation;
•
Reviewing annually the effectiveness of internal
control and the nature and extent of significant risks
identified by management and associated mitigation
strategies; and
•
Approving the Group’s annual budgets and
three-year plans.
Board decisions are generally reached by consensus
at Board meetings. However, should the situation arise,
decisions may be taken by a majority of Board members.
FDM’s Articles of Association provide the Chair with a
casting vote in the case of an equality of votes.
Details of the number of meetings of the Board and
Committees (which only certain Directors are required
to attend) and individual attendances by Directors are
set out in the table below. The Board’s policy is that
meetings are held in person by preference, as discussions
flow more naturally when taking place face to face in
the same room. However, the increased availability of,
and familiarity with, video conferencing technology over
recent years enables a greater degree of flexibility for
hybrid Board meetings when necessary, if any Director is
unable to be present in person. The Company’s Articles of
Association allow meetings of the Board to be held validly
in this manner.
Board
meetings
Audit
Committee
meetings
Remuneration
Committee
meetings
Nomination
Committee
meetings
Number of meetings held in 2025
8
4
5
4
Number of meetings at which present, as a proportion of maximum possible
Alan Kinnear
8/8
3/3
4
3/3
4
2/2
4
Andy Brown
8/8
n/a
1
n/a
1
n/a
1
Rod Flavell
8/8
n/a
1,2
n/a
1
n/a
1,3
Sheila Flavell
8/8
n/a
1
n/a
1
n/a
1
Mike McLaren
8/8
n/a
1,2
n/a
1
n/a
1
Rowena Murray
8/8
4/4
5/5
4/4
Jacqueline de Rojas
8/8
1/1
5
2/2
5
4/4
Bruce Lee
6/6
6
3/3
6
4/4
6
2/2
6
Michelle Senecal de Fonseca
2/2
7
1/1
7
1/1
7
1/1
7
David Lister
4/5
8
n/a
1
n/a
1
2/2
8
1
Not applicable, not a member of the Committee and not required to attend.
2
At the invitation of the Audit Committee (but not as members) Rod Flavell and Mike McLaren each attended four meetings of the Committee during the year.
3
At the invitation of the Nomination Committee (but not as a member) Rod Flavell attended three meetings of the Committee during the year.
4
Alan Kinnear joined the Nomination Committee on 30 July 2025. At the same time, he stepped down from the Audit Committee (of which he was Chair)
and the Remuneration Committee. At the invitation of the Audit Committee (but not as a member) he also attended one meeting of the Committee on
28 October 2025.
5
Jaqueline de Rojas became a member of the Audit Committee and the Remuneration Committee on 30 July 2025.
6
Bruce Lee joined the Board and became a member of the Audit Committee and Remuneration Committee on 19 March 2025. He joined the Nomination
Committee on 15 September 2025.
7
Michelle Senecal de Fonseca retired from the Board on 19 March 2025.
8
David Lister retired from the Board on 30 July 2025.
Corporate Governance Report
continued
80
FDM Group (Holdings) plc
Annual Report and Accounts 2025
Conflicts of interest
Procedures are in place for the disclosure by the Directors
of any interest that conflicts, or may possibly conflict,
with the Group’s interests and for the appropriate
authorisation to be sought if a potential conflict arises,
in accordance with the Company’s Articles of Association.
An up-to-date schedule of the Directors’ other Board
appointments, related parties’ interests and relevant
shareholdings is included as an appendix to each set
of Board papers to ensure full transparency of their
respective relevant interests.
In deciding whether to authorise a conflict or potential
conflict of interest only non-interested Directors
(i.e. those who have no interest in the matter under
consideration) will be able to vote on and take the
relevant decision. In doing so, the Directors must act in
a way they consider, in good faith, will be most likely to
promote the success of the Company, such that they
may impose any limits or conditions which they think
fit. The Board has reviewed the procedures in place
and considers that they operate effectively. No actual
conflicts of interest arose during the year under review,
to the date of this report or in the previous year.
The key areas of focus by the Board in 2025
During the year there have been a number of areas where
the Board has focused its governance to ensure the
delivery of the Group’s strategy:
•
Monitoring closely the balance between the supply of
Consultant resource and client demand, managing the
Consultant bench to increase cost efficiency during a
period of slower trading, and ensuring the right quality
and blend of skills is available on the bench. A similar
review of the efficiency of our central functions has
taken place this year, with the implementation of
restructuring plans to right-size a number of key
internal teams and bring the scope of their work in line
with the current requirements of our Consultant cohort,
the needs of our business and trading environment in
which we operate. These reviews are already producing
significant benefits for stakeholders.
•
Continuing to support and guide senior management on
the next phase of our Skills Lab’s evolution, as
it integrates the Practice-oriented methodology.
Experiential learning has replaced lecture-style
teaching, and independent learning modules have been
replaced by skills-based sprints, co-designed with
clients to create an immersive project environment
which reflects as closely as possible the real world
of working with our clients. This is one of the most
significant enhancements in our model to emerge for
some years, enabling us to deliver a state-of-the-art
Skills Lab, one of the four cornerstones of our strategy.
Further information on these changes can be found in
the Strategic Report on pages 12 to 13.
•
Engaging in a detailed SWOT analysis of the
Group’s business and identifying actions to prioritise
(see page
78
);
•
Optimising the response of our business to the market
opportunities and risks which are presented by the
rise
of AI tools, ensuring our Consultants are equipped
with
the skills most in demand to help our clients move
beyond experimentation into execution, applying AI
not
just as a tool, but as a strategic capability. Further
information on this subject can be found on page 12.
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Other areas of focus for the Board during the year are set out below.
Strategy
•
Reviewed, challenged and approved the Group’s budget for the 2025 financial year
•
Received regular updates on the evolution of the Group’s training model, integrating the Practices
methodology into our Skills Lab
•
Received strategic updates from the Group’s Senior Management Teams
•
Engaged with senior managers to carry out a detailed SWOT analysis to inform the Board’s plans for
strategic and operational enhancements in 2026.
Operational
•
Received business updates from the Group’s Senior Management Teams
•
Reviewed information on recruitment, Consultant utilisation, levels of benched resource and blend
of skills available to facilitate resource planning
•
Received a presentation from senior managers in the Sales and Marketing Teams on the Group’s
strategy to optimise opportunities arising in FDM’s markets from the adoption of AI tools
•
Received regular updates on the Group’s Information Security arrangements
•
Received regular updates from the Group’s external cybersecurity lawyers, with a particular focus
on market trends in cyber risk management, and incident preparedness and response.
Financial
•
Reviewed monthly business performance against strategic goals
•
Reviewed trading updates
•
Reviewed and updated the Treasury policy and Treasury risk appetite statement
•
Reviewed and approved preliminary, full-year, and half-year results and associated statements
(including those regarding risk, internal control, going concern/ viability and compliance with s.172
Companies Act 1986)
•
Reviewed, challenged and approved Group budget and reforecasts
•
Approved a final dividend in respect of the 2024 financial year
•
Approved an interim dividend in respect of the period ending 30 June 2025
•
Reviewed the Board’s dividend policy and considered alternative options for capital allocation.
It was decided that a share buyback programme was not the best use of the Group’s capital in
the current context
•
Conducted a viability and going concern review.
Risk
•
Undertook bi-annual reviews of the Risk Register and risk management process, and considered
the evolution of the Group’s principal risks with changes in our markets
•
Reviewed the Group’s cybersecurity arrangements and controls.
Governance
•
On the recommendation of the Nomination Committee, approved new appointments to the roles
of Chair of the Board and Audit Committee Chair, and made changes to the composition of the
Board’s three committees.
•
Reviewed data on the Group’s Scope 1, Scope 2 and full Scope 3 carbon emissions and received an
update on progress against the Group’s carbon reduction plan
•
Reviewed an analysis of the potential impact on the business of different climate scenarios, and
considered the risks and opportunities arising for the Group’s business from the transition to a low-
carbon economy
•
Reviewed the format and content of the Board Report to ensure it continues to provide the
appropriate level of focus on the areas of primary interest to the Board in the current trading
environment
•
Carried out a review of the effectiveness of the Board and its Committees
•
Reviewed the Group’s Gender Pay Gap data
•
Provided an update on Modern Slavery Act compliance
•
Approved updated terms of reference for the Board’s Committees
•
Assessed and approved the viability statement.
Employees
•
Received updates on employee engagement.
Corporate Governance Report
continued
82
FDM Group (Holdings) plc
Annual Report and Accounts 2025
Engagement with stakeholders
The Board has identified the following key stakeholders:
shareholders, clients, employees, prospective candidates,
university partners, our local communities and the
environment.
Engagement with shareholders
The Group has an internal investor relations function led
by Mark Heather, the Company Secretary, who works
with the Group’s brokers and financial public relations
advisors to operate a programme of regular engagement
with current and prospective investors. We will continue
to develop our investor relations activities, to include
an expansion of the investor area of our website to
provide additional information on our strategy, business
model, competitive position, financial information and
strategic progress.
To maintain dialogue with institutional shareholders, the
Chief Executive Officer and Chief Financial Officer meet
with major shareholders following interim and final results
announcements and otherwise as appropriate. The Chief
Executive Officer, Chief Financial Officer and Company
Secretary also speak regularly with shareholders and
potential investors to explain details of our business
model. In 2025 these discussions have covered topics
such as our Consultant model, trends in our markets, the
evolution of our Skills Lab and Practices methodology, the
Group’s AI strategy, and have included gathering investor
views on our dividend and capital allocation policy, as
well as other important areas of our work. The Chair of
the Board and other Non-Executive Directors also make
themselves available to meet institutional investors when
there are matters of governance to be discussed, or when
feedback is sought on particular proposals.
We are always happy to host visits in person from current
and prospective shareholders at our offices around the
world, offering the opportunity for investors to tour our
facilities and speak informally to members of our sales
and recruitment teams, as well as coaches and trainees.
Those investors who take advantage of these visits often
tell us that they provide an ideal way to understand our
business model, and we are glad to have the opportunity
to demonstrate our purpose and the way in which our
culture and values support this to drive our business
towards our strategic objectives.
The Company uses the AGM as an opportunity to
communicate with its shareholders and welcomes their
participation; shareholders who attend the AGM have
the opportunity to ask questions and all Directors are
expected to be available to take questions. In accordance
with the 2024 Code, the Notice of AGM will be sent
to shareholders at least 20 working days before the
meeting and any other notice of general meeting will
be sent to shareholders at least 14 days before each
general meeting and will include details of the proposed
resolutions and explanatory notes. It is proposed that the
AGM will be held at 10.00am on 21 May 2026.
The Board proposes separate resolutions for each issue
and proxy forms allow shareholders who are unable to
attend the AGM (or general meetings, as applicable)
to vote for or against or withhold their vote on each
resolution. As soon as practical after the conclusion of
the AGM (or general meeting, as applicable), we will
announce the proxy votes cast, including details of votes
withheld, to the London Stock Exchange via its Regulatory
News Service. We will also publish the information on
our website.
The Group’s website (
www.fdmgroup.com
) is the primary
source of information on the Group.
Engagement with employees
The Executive Directors and Senior Management Team
regularly spend time in each FDM centre and meet with
employees at all levels of seniority. This enables them
to promote FDM’s culture and values and to embed
them throughout the organisation. The Group’s internal
communications team produces regular updates via email
and posts on the Group’s internal platform for knowledge-
sharing, enhancing a sense of community, and delivering
corporate communications. This enables the Group’s culture
to be spread from the Executive Team to all employees.
The management team meets with partners that promote
the transition to the civilian work environment from the
Armed Forces, and those returning to work after a career
break. Sheila Flavell is President of techUK. In this role she
engages extensively with the UK Government to assist
them in developing policy to allow the technology industry
to thrive. She has advised government committees
on issues including bridging the digital skills gap and
enhancing diversity in the workplace.
Jacqueline de Rojas is a member of the board of techUK.
In her role as co-chair of the Governance Board at the
Institute of Coding, she promotes lifelong learning through
industry collaboration to address the growing skills gap
in technology and to encourage widening participation
and pathways to digital skills through diversity and
inclusion programmes.
Key managers in our People Team work closely with the
Board and its Committees to assist them in assessing
and monitoring the culture of FDM to ensure that policy
and behaviour are aligned with the Group’s purpose and
strategy. We carry out regular surveys of our Consultants
and internal staff to gather their views on a range of
matters. The priorities identified from our engagement
with employees have directly influenced a number of
areas considered by the Board this year, including:
•
Following a consultation with global internal staff, we
introduced new policies on hybrid working, clarifying
our position on the frequency of mandatory office
attendance, introducing options for a more flexible
working day, and providing rewards (including financial
incentives and other benefits) for those who choose to
attend the office more than the minimum required by
our policy.
83
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•
The Board invited more than 30 senior managers from
around the business to provide input into a detailed
SWOT analysis of the Group’s business and strategy,
using their feedback to help shape the Board’s strategic
priorities for the coming year.
Further information about our employee engagement can
be found in our Sustainability Report from pages 36 to 66.
The results of our programmes will continue to inform our
engagement with staff. This will assist us in promoting a
diverse, inclusive and fulfilling culture in which our people
can thrive, optimising our Consultants’ experience during
their time with us, and ensuring that our employees
promote and embody our values and our unique
service offering.
In accordance with Provision 5 of the 2024 Code,
Jacqueline de Rojas is the nominated Non-Executive
Director to engage with the workforce to ensure that the
voices of our employees are heard at Board level.
Embedding and monitoring our culture
The Board uses a range of approaches to monitor
the FDM Group culture and to assess how well it is
embedded in the organisation. The Board understands
that fostering an inclusive and open culture where
excellence is encouraged, and a sense of community is
nurtured, is essential to enable the business to deliver
its best performance for stakeholders. The Board is also
aware that during a prolonged period of challenging
market conditions, it is all too easy for the culture of an
organisation to come under pressure. The following are
examples of some of the steps which the Board takes to
embed a strong culture in our organisation:
•
The Executive Board members are engaged day-to-day
at the centre of our business, based in our London
headquarters at the heart of our key business
functions, and travelling regularly to our operations
in all regions. They see our culture in operation every
day; a hands-on approach and open-door policy
enables them to set the tone from the top, receive
regular feedback, and pass on their perspectives to
Non-Executive Directors at the Board’s meetings.
•
The Non-Executive Directors regularly join sessions
after our Board meetings which enable them to meet
managers in a more informal setting, give guidance and
encouragement, and make their own assessment of the
strength of our culture.
•
The Board aims to hold at least one Board meeting
each year at one of our centres other than the London
headquarters, adapting the agenda to maximise
opportunities for managers at those centres to
update the Board on the challenges and successes
experienced in their areas of the business. These are
often followed by a social event which enables those
regional managers to talk more informally with the
Board members, express their views and gain insights
into the Board’s work.
•
The Board has the opportunity to review the results
of the annual employee engagement survey, which
provide valuable insight into our people’s views.
•
The global leaders of our People Team, with support
and input from the COO and the Company Secretary,
have undertaken a detailed review of our core
employment and compliance policies to ensure that
they remain robust, are appropriately aligned with
the market, and support our culture and values. In
particular, in 2025 a consultation on proposed changes
to in-office attendance arrangements resulted in
a number of changes to our hybrid working policy,
reflecting feedback received, and supporting flexibility
and productivity.
•
We held an end of year town hall event with our staff in
all regions in December 2025, inviting them to submit
questions in advance which the Directors discussed.
•
Jacqueline de Rojas, our Senior Independent Director
serves as the Non-Executive Director with responsibility
(under Provision 5 of the 2024 Code) for ensuring that
the voice of our employees is heard at Board level.
In carrying out this role, Jacqueline ensures that she
maintains a thorough understanding of the views of
our employees.
•
Each year the Audit Committee reviews the FDM Group
Whistleblowing Policy to ensure it reflects best practice
and provides an appropriate channel through which
employees can raise any concerns around conduct
or culture at work. The policy allows for anonymous
reporting of concerns and includes assurances for
our employees that no-one who raises a genuine
concern in good faith will be subject to negative
consequences as a result.
Corporate Governance Report
continued
84
FDM Group (Holdings) plc
Annual Report and Accounts 2025
Engagement with clients
Together with members of the Sales team, members
of the Executive Team meet on a regular basis with
clients and prospective clients in our different territories
to discuss their requirements. The senior members of
our Sales team maintain close long-term relationships
with senior executives in our client organisations to
ensure we are able to anticipate our clients’ needs.
We regularly update the structure and content of
our training programme to reflect commercial and
technological changes in the sectors in which our clients
work. In 2025, the evolution of our Skills Lab model
has continued, with the integration of the Practices
Model, and the introduction of independent industry-
standard assessment using the HackerRank tool for our
Consultants (both while in coaching in the skills lab, and
through their FDM journey). Further information on these
developments can be found on page
12
.
Engagement with University Partners
We have continued to engage with our University
Partners, see page 49 for more details.
Environmental responsibility
The Sustainability Working Group has met regularly
to identify opportunities to reduce the Group’s carbon
footprint and promote their implementation. The Group
monitors greenhouse gas emissions against the targets
set by the business and reports to the Board on the
emerging trends. The Group is engaging with FDM’s
key suppliers to reduce the Scope 3 emissions from our
purchased goods and services and has worked with
landlords of our premises to increase the use of energy
from renewable sources.
During the year the business made its annual climate
change submission to CDP. CDP is a global environmental
disclosure and ratings platform which is recognised as
one of the leaders in the market and is used by many of
our clients and shareholders to help them make decisions
about supply chains and investments. CDP enables our
shareholders and clients to obtain an independently-
validated view of FDM’s efforts to measure and manage
our risks and opportunities on climate change. The Group
also made a new submission to EcoVadis, a sustainability
ratings platform used by our clients to understand our
practices for ensuring that we operate a sustainable
business. Further information on the steps we are taking
can be found on pages 51 to 52.
United Nations Global Compact
In addition, this year FDM joined the United Nations
Global Compact and more information and can be found
on page 37.
2. Division of responsibilities
Chair of the Board, Chief Executive and
Senior Independent Director
The roles of the Chair and Chief Executive, as well as
those of the Senior Independent Director, and the division
of responsibilities between them are clearly defined and
agreed by the Board. As Chair, Alan Kinnear leads the
Board and is responsible for ensuring that it performs
its role effectively. The Chair aims to ensure that Board
meetings are collaborative and provide an opportunity for
all Directors to express their views, to contribute and add
value to the Board’s work. Alan Kinnear was appointed
as Chair on 30 July 2025 and on appointment was
independent when assessed against the circumstances
set out in Provision 10 of the 2024 Code. David Lister
retired as Chair of the Board at the end of July 2025, after
having completed nine years’ tenure on the FDM Board.
As Chief Executive, Rod Flavell’s main responsibility is to
manage the Group’s business and to lead the Executive
Team in the implementation of the strategies that are
adopted by the Board. The Executive Directors under
the leadership of the Chief Executive are responsible
for managing the day-to-day activities of the Group,
communicating the Group’s objectives to the wider
management team and ensuring that the necessary
resources are available to enable those objectives to
be achieved. The Executive Team has formal meetings
at least every two weeks, and meets more informally at
other times between those meetings.
This separation of roles enhances the independent
oversight of executive management by the Board and
more closely aligns the Board with shareholders. It also
means that no one individual or group of individuals
dominates the Board’s decision-making. This oversight is
further strengthened by the formal reservation of certain
matters for the Board’s approval, as referred to on page
80. The Directors’ powers are set out in the Company’s
Articles of Association.
Jacqueline De Rojas is the Group’s Senior Independent
Director. In performing this role, Jacqueline acts as
a sounding board to provide support to the Chair
and the Non-Executive Directors. She also provides
shareholders with a point of contact with whom they
can meet if they have any concerns which might not
be addressed through normal channels, for example
with the Chair or Executive Directors, and ensures that
meetings with the Non-Executive Directors are held at
least once per annum (or more regularly if circumstances
so require) to evaluate the Chair’s performance.
The Senior Independent Director serves as an important
intermediary role in FDM’s governance process. In carrying
out this role, Jacqueline de Rojas ensures that she
maintains a thorough understanding of the views of the
Company’s shareholders.
85
Financial Statements
Governance
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Support available to the Board
All Board Directors have access to the Company
Secretary, who is a Solicitor with more than 25 years
of experience, and who advises them on Board
and governance matters. Members of the Audit
Committee regularly receive external training covering
updates in corporate governance and corporate
reporting. The Remuneration Committee Chair and the
Company Secretary also received external updates on
developments during the year in governance and trends
in shareholder expectations and good practice relating
to executive remuneration.
As well as the support of the Company Secretary, there is
a procedure in place for any Director to take independent
external professional advice at the Company’s expense
in the furtherance of their duties. As stated previously,
the Chair and the Company Secretary work to ensure
that comprehensive information is provided well in
advance of Board meetings to give Directors the time
and materials they need to contribute to an effective and
efficient Board.
Role of the Non-Executive Directors
The Group’s Non-Executive Directors have a broad and
complementary mix of business skills, knowledge and
experience acquired across diverse business sectors
and territories. This allows them to provide strong,
independent, external perspectives to Board discussions,
which complement the skills and experience of the
Executive Directors, facilitating a diversity of views aired
at Board meetings. This diversity of skills, expertise and
backgrounds enables the Non-Executive Directors to
offer specialist advice where appropriate, enables robust
and constructive debate and improves the quality of
the decision-making process. At the same time, it also
reduces the likelihood of any one perspective prevailing
unduly. A key role performed by the Non-Executive
Directors is the scrutiny of executive management in
meeting agreed objectives and monitoring the reporting
of performance.
They also constructively challenge and help develop
proposals on strategy and ensure that financial controls
are rigorous and that the Group is operating within
the governance and risk framework approved by the
Board. The Chair works to ensure a culture of open and
transparent debate in Board meetings. Non-Executive
Directors are appointed for an initial minimum period of
three years and are subject to annual re-election at the
Company’s AGM. Their appointments then continue until
terminated by either the Director or the Company giving
notice to terminate. Their appointments as Directors
would end if they were not re-elected by the shareholders
at the Company’s AGM. The terms and conditions of
appointment of Non-Executive Directors, including the
expected time commitment, are available for inspection
at the Company’s registered office.
The Board regularly reviews the independence of each of
the Non-Executive Directors. When determining whether
a Non-Executive Director is independent, the Board
considers each individual against the criteria set out in
the 2024 Code and also considers how they conduct
themselves in Board meetings, including how they
exercise judgement and independent thinking. Taking
these factors into account, the Board considers that
all the Non-Executive Directors are independent when
assessed against the criteria specified in Provision 10 of
the 2024 Code.
Board commitment
When making new appointments, the Board considers
other demands on Directors’ time to ensure that they are
able to devote sufficient time and focus to their role at
FDM. New external appointments may not be undertaken
without the prior approval of the Board, and where any
significant new appointments are approved by the Board,
we intend to explain in the subsequent Annual Report the
Board’s rationale in giving that approval. For Executive
Directors we recognise that external board exposure can
be useful as part of their development as Directors, but
we will not normally permit them to take on more than one
external non-executive directorship of a publicly listed
company (or another equivalent significant appointment).
Sheila Flavell is President of techUK. Mike McLaren is a
non-executive director and chair of the audit committee
on the board of ActiveOps plc. No other Executive
Director currently has an external commitment.
Non-Executive Directors are expected to commit at least
24 days per annum to FDM and in practice may commit
considerably more time than this. The Board keeps this
under regular review.
The current key external commitments of the Directors
are included within their biographies on pages 70 to 72.
The Board has reviewed the time commitments of its
Directors to ensure that they remain able to devote the
appropriate amount of time and focus to their work at FDM.
In approving any external appointments, the Board
considers the size and complexity of the relevant
businesses, the work involved in the roles, and the overall
time commitments involved. The Board also recognises
that there is a benefit to FDM from enabling its Directors
to gain experience from operating on different boards,
and to have a rounded exposure to a range of businesses
and markets. The Board considers that throughout
the year all FDM’s Directors (including the Chair) have
been, and will continue to be, able to devote sufficient
time and focus to their respective roles at FDM. None
of the Directors have taken on any additional external
appointments during the year.
Details of the remuneration received by each of the
Executive Directors for the year ended 31 December
2025 are shown in the single figure table presented in the
Remuneration Report on pages 112 to 113.
Corporate Governance Report
continued
86
FDM Group (Holdings) plc
Annual Report and Accounts 2025
3. Composition, succession and evaluation
Composition of the Board
Following the retirement of Michelle Senecal de Fonseca
from the Board in March 2025, Bruce Lee was appointed
to the Board as a Non-Executive Director. When David
Lister retired from the Board in July 2025, Alan Kinnear
(an existing Non-Executive Director on the Board) was
appointed as Chair of the Board, and an additional Non-
Executive Director has not yet been appointed. As a
result, since the end of July 2025, FDM Group’s Board has
comprised (other than the Chair) four Executive Directors,
and only three Non-Executive Directors (other than the
Non-Executive Chair). A search has been commenced
to identify a new Non-Executive Director with the skills,
knowledge and background which the Board requires.
This process is expected to be completed in the coming
months, at which point the Board expects that the
recommendations of Provision 11 of the 2024 Code will be
met again. A further announcement will be made in due
course when that process has been completed.
Further biographical details about each Director, including
information on their prior experience, are set out on pages
70 to 72.
Disclosure on the diversity of the Board and
Executive Team
As required by UK Listing Rule 6.6.6(9), (10) and (11), the
following tables set out details of the diversity of the
individuals on the Board and the Executive Management
Team at 31 December 2025.
There are eight Directors of the Board and six members
of the Executive Management Team (including four
Executive Directors and the Company Secretary).
The data in the tables below was reported directly by the
relevant individuals via their secure profiles on the Group’s
HR Information System, which requests them to record
gender identity and ethnicity.
The diversity targets set by the FCA in UK Listing Rule
6.6.6(9) are:
FCA Diversity Target
Target met by FDM as at
31 December 2025?
At least 40% of the individuals on
the Board of Directors are women
Not Met
1
At least one of the senior
positions (Chair, CEO, SID, CFO)
on the Board of Directors is held
by a woman
Met
At least one individual on the
Board of Directors is from a
minority ethnic background
Met
1 As stated above, a process has been commenced to identify a suitable
additional Non-Executive Director to join the Board. This provides an
opportunity to increase the percentage of women on the Board to meet the
requirement of LR 6.6.6(9)
(a)(i) A further announcement will be made in
due course when that process is complete.
Further details required by the FCA’s diversity disclosure requirements are set out below.
Number
of Board
members
% of the
Board
Number
of senior
positions on
the Board
(CEO, CFO,
SID & Chair)
Number in
executive
management
% of
executive
management
Men
5
62.5%
3
5
83.3%
Women
3
37.5%
1
1
16.7%
Not specified/ prefer not to say
–
0%
–
–
0%
Number
of Board
members
% of the
Board
Number
of senior
positions on
the Board
(CEO, CFO,
SID & Chair)
Number in
executive
management
% of
executive
management
White British or other White (including minority-white groups)
7
87.5%
3
6
100%
Mixed/ Multiple Ethnic Groups
1
12.5%
1
–
0%
Asian/ Asian British
–
0%
–
–
0%
Black/ African/ Caribbean/ Black British
–
0%
–
–
0%
Other ethnic group, including Arab
–
0%
–
–
0%
Not specified/ prefer not to say
–
0%
–
–
0%
87
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Board Diversity policy
The Board is committed to the promotion of diversity and
inclusiveness of all kinds throughout the organisation. In
2025, we reported a UK median gender pay-gap of
-1.7%
(2024: -5.1%), and our UK mean gender pay
-gap was
3.7% (2024: -2.5%).
We believe that by making the most of our differences
of approach, and using the collective experiences,
backgrounds, skillsets and knowledge of our talented
and diverse employees, we will drive innovation and
success and achieve more for our stakeholders. This
applies equally to our Board and its Committees. The
composition of our Board and its Committees is vital
to their effectiveness and that, in turn, enhances
good governance. Diversity at Board level enables our
employees who are from traditionally under-represented
groups to aspire to senior management positions. This
strengthens diversity and inclusion throughout our
workforce, and directly supports our strategic aim to
attract, train and develop high-calibre Consultants by
making FDM attractive to the widest possible group of
people as a place for them to launch their careers in
technology.
The Board’s primary obligation is to make appointments
based on objective criteria to ensure that the best
individuals are appointed for every role. Within this
context, the Board is committed to a policy of promoting
a rounded Board and Committees which reflect a diversity
of all relevant personal attributes, including skills,
experience, educational and professional background,
gender, race and age. In support of this policy, the Board
takes the following approach:
•
considering all aspects of diversity including gender
and ethnicity when reviewing the composition and
balance of the Board as part of the Board’s annual
effectiveness evaluation;
•
ensuring that the succession planning and talent
management programme includes initiatives to develop
the pipeline of talent, to encourage and monitor the
development of a diverse range of internal high-calibre
employees and to promote diversity in appointments to
the Senior Management Team who will in turn aspire to
a Board position;
•
engaging, where applicable, executive search firms
who have signed up to the Voluntary Code of Conduct
for Executive Search Firms on gender diversity and
best practice;
•
requiring executive search firms to identify and present
an appropriately diverse range of candidates for
each vacancy;
•
developing further the level, frequency and quality of
interaction between Board members (including Non-
Executive Directors in particular) and those aspiring
senior managers to enable them to gain more exposure
to, and understanding of, the Board’s work; and
•
reviewing this policy and report on progress on an
annual basis.
The Board will apply this policy in its ongoing process
to identify an additional Non-Executive Director to join
the Board following the retirement of David Lister in
July 2025.
Appointments to the Board, succession planning
and talent management
Michelle Senecal de Fonseca retired from the Board
on 19 March 2025 and Bruce Lee was appointed as a
Non-Executive Director on the same date.
David Lister retired from the Board on 30 July 2025,
whereupon the following changes were made:
•
Alan Kinnear was appointed as Chair of the Board and
of the Nomination Committee;
•
Rowena Murray was appointed as Chair of the Audit
Committee (in addition to her existing appointment as
Chair of the Remuneration Committee);
•
Jacqueline de Rojas was appointed as a member of the
Audit Committee and of the Remuneration Committee.
On 15 September 2025 Bruce Lee was appointed as a
member of the Nomination Committee.
There have been no other changes to the Board during
the financial year.
When making new appointments, the Board operates a
formal and transparent procedure for the appointment
of new Directors, the primary responsibility for which
is delegated to the Nomination Committee. There is
more information about this procedure and the way
the Nomination Committee applies it on page 108.
The appointment and removal of the Company Secretary
is a matter reserved for the decision of the Board.
The Board recognises its responsibility for succession
planning and regularly considers the balance of skills,
experience and knowledge of the Board, to ensure
it remains appropriate to the business and that the
Board is best placed to achieve the Group’s strategic
objectives. The Group’s People Team has in place a Talent
Management and Succession Planning programme with
the following key elements:
•
building effective succession by proactively managing
risk and distributing key knowledge and skills more
widely;
•
ensuring a well-prepared pipeline of talent in advance
of requirements arising, based on merit and objective
criteria, identifying and resolving any gaps in the
pipeline; and
•
focusing on the skills and diversity of representation
which the business needs to ensure sustained
future growth.
Corporate Governance Report
continued
88
FDM Group (Holdings) plc
Annual Report and Accounts 2025
The programme is designed to promote sustainable
organisational performance through smooth succession
and to provide investors with assurance that there is
stability of talent within the FDM Group. By further
developing diversity in our organisation, we ensure we
can draw from a range of experiences, backgrounds and
approaches which should help us to avoid “groupthink”
and maximise our ability to recognise potential
opportunities and threats. The programme also provides
our senior managers clarity with regard to career paths,
which will enable increased engagement and improved
retention of key talent. The Nomination Committee will
continue to monitor progress of the programme in the
coming year.
Board induction and development
On appointment, each Director takes part in a tailored
induction programme, designed to give him or her an
understanding of the Group’s business, governance
and stakeholders.
Elements of the programme include:
•
briefings from senior management to provide a
business overview, update on current trading conditions
and strategic commercial issues;
•
meetings with the Company’s key advisors and major
shareholders, where necessary;
•
meetings with employees at different FDM centres;
•
provision of a legal and regulatory memorandum and
briefing on the duties of directors of listed companies;
•
details of the Group’s corporate structure, Board and
Committee structures and arrangements and key
policies and procedures; and
•
the latest statutory financial reports and management
accounts.
The Chair, in conjunction with the Company Secretary,
ensures that Directors are provided with updates on
changes to the legal and regulatory environment in which
the Company operates. These are incorporated into
the annual agenda of the Board’s activities along with
wider business and industry updates. The Company’s
principal external advisors provide updates to the Board,
at least annually, on the latest developments in their
respective fields, and relevant update sessions are
included in the Board’s meetings. The Company Secretary
updates the Board as appropriate on developments
in corporate governance and any relevant legal or
regulatory changes. In this way, each Director keeps
their skills and knowledge current so that they remain
competent at fulfilling their role, both on the Board
and on any Committee of which they are a member.
Specific training and development needs of individual
Directors are explored as part of Board evaluations (and
may be requested by individual Directors directly) and
are addressed by the provision of in-house training or
external courses, as appropriate.
Non-Executive Directors also experience development
in the course of the outside roles they may hold, which
contributes to their knowledge and experience in
performing their work at FDM.
Evaluation of the Board and its Committees
In accordance with current best practice and the 2024
Code, the Board undertakes a rigorous and formal annual
evaluation of its performance and effectiveness and that
of each Director and its Committees. The process is led
by the Nomination Committee, and it is generally the
Board’s policy to invite external advisors to assist with
that evaluation every three years.
Given that a number of important changes to the
composition of the Board have taken place in 2025, the
Board has decided not to engage an external provider
to facilitate the 2025 Board effectiveness review, but
rather to defer the externally-facilitated review to allow
time for the transition to the new Board structure to be
complete. Accordingly, our evaluation of the Board and its
Committee in respect of 2025 was conducted internally.
An externally facilitated evaluation was last carried out
in 2021. Further information about this year’s Board
evaluation can be found in the Nomination Committee
Report on page 109. Overall, the evaluation concluded
that the Board and its Committees functioned well, and
the Board will be implementing some actions to enhance
its effectiveness over the coming year.
The Non-Executive Directors met without the Chair
to evaluate Alan Kinnear’s performance as Chair and
concluded that he had operated effectively in the role.
Re-election of Directors at the 2025 AGM
The Company’s Articles of Association require that
existing Directors offer themselves for re-election at
intervals of no more than three years. At the 2026 AGM,
in compliance with Provision 18 of the 2024 Code, all
Directors will retire and offer themselves for re-election.
In determining whether a Director should be proposed
for re-election at the 2026 AGM, the Board took into
account the Nomination Committee’s advice based on
the results of a review of each Director’s contribution to
the Board’s effectiveness, which formed part of the 2025
Board evaluation. This review confirmed that all Directors
continue to be effective and demonstrate commitment
to their roles and so the Committee recommended their
reappointment.
89
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4. Audit, risk and internal control
Financial and business reporting
In its reporting to shareholders, the Board recognises
its responsibility to present a fair, balanced and
understandable assessment of the Group’s position and
prospects. The Board has ensured that processes are
in place to achieve this and more information on the
processes can be found in the Audit Committee Report
on page 100. A statement of the Directors’ responsibilities
in relation to the financial statements is set out on pages
132 to 133.
Independence of internal and external audit functions
The Board has in place processes which are managed
on its behalf by the Audit Committee, and which are
intended to ensure that the services provided by the
internal and external auditors remain independent and
effective. Further information on these processes is set
out in the Audit Committee Report on page 101.
Risk management and internal control
The Board is ultimately responsible for maintaining sound
risk management and internal control systems and for
reviewing their effectiveness on a regular basis. These
systems are designed to meet the Group’s needs and to
manage the risks to which it is exposed, including the
risks of failure to achieve business objectives and of
material misstatement or loss.
However, such risks cannot be eliminated. The Group’s
systems can only provide reasonable but not absolute
assurance. They can never completely protect against
macroeconomic factors (including the extended period
of adverse trading conditions which has applied in the
Group’s markets), human fallibility or fraud.
The Board has established a continuous process for
identifying and managing the significant risks faced by
the Group (in accordance with the Financial Reporting
Council’s ‘Guidance on Risk Management Internal
Control and Related Financial and Business Reporting’
(September 2014)). This process has been in place for the
year under review and up to the date of approval of the
Annual Report. The Group’s principal risks are recorded
in a Group Risk Register which is updated twice a year
by the management team and reviewed by the Executive
Team. After each update it is reviewed by the Audit
Committee and then submitted to the Board for approval.
The Board’s view of the Group’s key risks and how the
Group seeks to manage those risks is set out on pages
27 to 34.
The Group has in place internal control and risk
management systems around financial reporting
which are reviewed regularly by management and
the Committee. The Group’s accounting function is
centralised and financial information is held on a central
accounting system from which internal management
reporting, budgeting and external reporting is collated.
The Board monitors the effectiveness of the Group’s
internal controls by receiving regular updates from the
Audit Committee on the work of the Internal and External
Auditors, and is provided with updates on progress with
commercial systems implementations and on any material
matters arising from routine internal compliance reviews.
The Group’s Risk Management Team has continued its
work during the year with our advisors to ensure that we
are prepared to meet the new requirements on material
controls which are contained in Provision 29 of the 2024
Code. These provisions now apply to FDM in respect
of the financial year beginning 1 January 2026. Further
information on the project to report on our material
controls can be found in the Audit Committee Report
on page 95.
An outsourced Internal Audit function is in place for the
Group and the scope of work undertaken during 2025
was carried out in accordance with the annual Internal
Audit Plan which was discussed and approved in advance
by the Audit Committee. A more detailed overview of
the areas of focus and programme of work undertaken
by the Internal Audit team in the year appears on pages
100 and 101.
The key elements of the system of internal controls
include:
•
The Board meets on a regular basis and is responsible
for the operational strategy, reviewing operating results,
identification and mitigation of risks and communication
and application of the Group’s policies and procedures;
•
The Group has a clear organisational structure with
defined responsibilities and accountabilities;
•
Regular reports are made available to the Board on key
developments, financial performance against budget,
reforecasts and prior year and operational issues in the
business;
Corporate Governance Report
continued
90
FDM Group (Holdings) plc
Annual Report and Accounts 2025
•
Operational and financial controls and procedures
are in place including authorisation and approval
policies for financial expenditure; authorisation and
approval policies for contracts and agreements; signing
authorities; IT application controls; and appropriate
segregation of duties and reviews by management.
Further, there are additional procedures in place to
address other risks to the business, including a code of
conduct and covering ethics and conflicts of interest,
an Anti-Fraud policy, an Anti-Slavery and Human
Trafficking policy, an Anti-Bribery and Corruption policy,
policies covering Environmental, Social and Governance
matters, a Vetting policy and a Procurement Policy;
•
Financial controls are documented in a detailed Risk
Controls Matrix (“RCM”). The RCM is reviewed and
tested on a continuing basis by the Finance Team and a
sample of controls from the RCM are subject to testing
on an annual basis by the Internal Auditors;
•
The Group’s finance function is centralised;
•
There are appropriate protocols and systems in place to
mitigate cyber- and information-security risks, certified
in line with ISO 27001 and CyberEssentials Plus;
•
The Group has implemented a portal to deliver training
to all employees on key regulatory and compliance
matters such as Health and Safety, Workplace
Harassment and Information Security and the General
Data Protection Regulation. Successful completion of
the training is monitored, and employees’ understanding
can be refreshed as appropriate;
•
An outsourced Internal Audit function is in place,
working for and reporting back to the Audit Committee;
•
A formal budgeting process occurs annually. The
budgets and forecasts are reviewed, approved and
monitored by the Board; and
•
Regular meetings occur between the Executive Board
and Senior Management Team.
5.
Remuneration
The Remuneration Committee is focused on ensuring that
remuneration policies and practices for Executive
Directors and other senior managers support the Group’s
strategy and promote long-term sustainable success.
Targets and metrics for bonuses and long-term incentives
are reviewed annually by the Committee to ensure that
they incentivise the behaviours which are necessary
to deliver the Group’s strategy and promote long-term
sustainable success. The primary aim of the strategy
established by the Board is to deliver the Group’s purpose
(which is described in further detail on page 7
7
). Setting
executive remuneration in a way which promotes the
delivery of that strategy ensures that remuneration is
aligned to the Group’s purpose and values.
The Board delegates responsibility for developing policy
on executive and senior managers’ remuneration to the
Remuneration Committee to ensure that the development
of the policy is formal and transparent. The Committee
regularly seeks independent advice from its external
remuneration advisors and keeps itself informed about
market trends in executive remuneration and on
remuneration-related areas which are important to the
Group’s shareholders. The Committee consults with key
shareholders prior to making significant changes in the
Remuneration Policy.
The Directors’ Remuneration Policy contains detailed and
transparent information about the rationale behind its key
provisions to enable shareholders to understand the link
between the policy and delivery of the Group’s long-term
strategy. Each member of the Remuneration Committee
exercises independent judgement and discretion when
authorising remuneration outcomes, in line with the policy.
The Board as a whole takes responsibility for approving
the remuneration of Non-Executive Directors.
The Directors’ Remuneration Report provides more
detailed information about the work of the Remuneration
Committee and details of the remuneration of
each Director.
The Corporate Governance Report was approved by the
Board on 17 March 2026 and signed on its behalf by:
Alan Kinnear
Chair of the Board
17 March 2026
91
Financial Statements
Governance
Strategic Report
Audit Committee Report
On behalf of the Board, I am pleased to introduce the Audit
Committee Report for the year ended 31 December 2025,
the first such report since I was appointed to the role of
Chair of the Audit Committee.
Chair’s introduction
This report has been prepared in accordance with
the 2024 Code and the Minimum Standard for Audit
Committees and the External Audit (published by the
FRC in May 2023) (the “Minimum Standard”
). It provides
insight into the activities the Committee has undertaken
during the year.
The Committee continues to have a key governance
role for the Group and oversees, on behalf of the Board
and shareholders, important matters relating to financial
reporting, risk management, the assurance framework
and internal controls. We reviewed our terms of reference
during the year to ensure that they remain aligned with
the requirements of the 2024 Code and the Minimum
Standard. No substantive updates were required at that
stage. The 2024 Code includes an important update to
the provisions on internal controls and the Committee
led a project on behalf of the Board to identify any areas
where the Group’s procedures needed to be updated to
ensure compliance with these new provisions. Further
information can be found on page
95.
The 2025 financial year continued to be dominated by
macroeconomic and geopolitical instability arising from
factors such as poor growth rates in advanced economies
including the US and Europe, elevated rates of inflation,
trade wars, tariff hikes and continuing conflicts in
Ukraine and the Middle East. These factors have caused
economic uncertainties to persist in many territories,
leading to a lack of market confidence and, consequently,
difficult trading conditions in all parts of our business (as
reported on page 10). Economists consider that there
remains a moderate risk of recession in some territories
including the US and the UK.
The Committee’s role in careful monitoring of the financial
performance of, and outlook for, the Group therefore
remains as important as ever. During the year we
obtained assurance from management and the Internal
Audit function that the Group’s key financial controls
continued to operate as designed. The Committee also
applied scrutiny to management’s stress testing of the
financial and business models. The Executive Team’s
focus on a strong balance sheet and prudent cash buffer
have continued to provide assurance to the Board that
the business is in a solid position to continue as a going
concern despite these macroeconomic challenges. The
Committee was also able to support the Board in its
assessment of the viability of the Company over the
longer term.
In 2025, the Internal Audit Plan included reviews of
financial controls, the Group’s cybersecurity processes,
and further work to ensure readiness for the new material
controls provisions in the 2024 Code. The Internal Audit
function also carried out a follow-up review to check on
the implementation of recommendations made in previous
internal audit reviews.
Rowena Murray
Chair of the Audit Committee
FDM Group (Holdings) plc
Annual Report and Accounts 2025
92
In December, the members of the Audit Committee
visited FDM’s Finance Team at our office in Brighton.
We received comprehensive updates and assurance
from our experienced finance management team on the
following areas: recent updates to the data presented
in our regular Board Report; preparation and review of
the annual budget and regular reforecasts; an update
on testing of financial controls, and controls covering
the reporting of non-financial information; the process
for the assessment of the operational effectiveness of
our wider material controls in 2026 in readiness for the
new requirements of the 2024 Code; a progress report
on key commercial systems projects currently in flight.
We also received an update from our in-house legal
team as to how they contribute to the management of
risk within the business.
Effective risk management is critical to the delivery of
the Group’s strategic objectives. The Board establishes
the nature and extent of the risks it is prepared to take
in order to achieve its strategic aims, and is responsible
for ensuring that the Group’s internal control and risk
management systems operate effectively across
our business. The Board has delegated to the Audit
Committee responsibility for oversight of the measures
we have in place. Having carried out a review of
the Group’s analysis of its risks during the year, the
Committee’s overall conclusion is that the process
continues to operate effectively across the Group. The
Committee is reassured that our approach to reviewing
potential risks, which includes discussions with a wider
range of employees within the organisation, has shown
that risk management is increasingly embedded in the
culture of our business. The process is designed to
provide us with earlier visibility of emerging risks, and has
been successful in increasing the breadth of information
available to us to update our assessment of risk. We keep
the process and risk-management culture under review
to identify any areas where further improvements can be
achieved. Further information about the principal risks to
our business is set out on pages 28 to 34.
During 2025 our analysis of the Group’s risks ran
in parallel with our project to prepare for the new
requirements on the monitoring and reporting of material
controls, which are incorporated into the 2024 Code.
The risk of cyberattacks and the threats to data security
are ever increasing. In addition to the regular updates
to the full Board which are presented by our external
specialist cybersecurity lawyers, the Committee
continues to receive regular updates from our Information
Security team. The Committee received further assurance
in this area as the business successfully obtained the
CyberEssentials Plus and ISO 27001 certifications,
reflecting strong progress made with our processes and
approach since we commenced a major restructuring
of our IT department in 2024. We propose to include a
review of this area in our Internal Audit Plan for 2026.
The Committee continues to provide appropriate
challenge to the decisions and approach taken by
the management team in relation to the content and
disclosures within the Group financial reports and
challenges management to explain the rationale and
basis for key judgements and estimates before accepting
them. The Committee aims to ensure that the information
provided about the key judgements and estimates made
is clear and helpful, and assists investors in reaching a
fair assessment of FDM’s financial position. This year
the Committee also assisted management in formulating
their approach to the reporting of our exceptional
items. The Committee has also focused on ensuring
that disclosures are fair, balanced and understandable.
The key management judgement areas and significant
financial reporting items in respect of the financial year
are disclosed in this report on pages 99 to 100.
Role of the Committee
The Committee is appointed by, and reports to, the
Board. The Committee’s terms of reference were
reviewed during the year to ensure that they continue
to reflect the Committee’s approach, the requirements
of the 2024 Code and the Minimum Standard. Minor
updates were made to the terms of reference to reflect
the new provisions on material controls in the 2024 Code.
The terms of reference are available in the Corporate
Governance section of the Group’s website at
www.fdmgroup.com
.
The key responsibilities of the Committee are to:
•
Monitor the application of financial and non-financial
reporting and internal control principles set out in the
2024 Code, and to maintain an appropriate relationship
with the Company’s auditors;
•
Monitor the integrity of the financial statements of the
Company and any formal announcements relating to
the Company’s financial performance, including any
significant financial reporting judgements contained
in them;
•
Provide advice to the Board on whether the Annual
Report and Accounts, taken as a whole, is fair,
balanced and understandable, and provides the
information necessary for shareholders to assess
the Company’s position and performance, business
model and strategy;
•
Review the Company’s internal control and risk
management systems;
•
Agree the scope of work for the Internal Auditors and
review their reports and findings;
•
Monitor and review the effectiveness of the Company’s
Internal Audit function;
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•
Review the arrangements by which the Company’s
staff may raise concerns in confidence about possible
improprieties in matters of financial reporting or other
matters, and ensure that arrangements are in place
for the proportionate and independent investigation of
such matters and for appropriate follow-up action;
•
Monitor the effectiveness of key policies and
procedures of the business which have a role in
governance, compliance and the management of risk,
for example the Whistleblowing policy, Anti-Bribery
policy, Environmental and Social policies, Fraud policy,
and Anti-Slavery & Human Trafficking Policy;
•
Ensure compliance with laws, regulations, ethical and
other issues;
•
Make recommendations to the Board, and for approval
by shareholders, on the appointment, reappointment
and removal of the external auditors;
•
Agree the scope of the external audit and review the
reports and findings of the external auditors;
•
Monitor the external auditors’ independence and
objectivity and the effectiveness of the external audit
process;
•
Oversee the engagement of the external auditors to
supply non-audit services; and
•
Manage the external audit tender process.
Priorities
In addition to the business-as-usual work during the year, the Committee set itself some key priorities for 2025,
progress against which is outlined below:
2025 priorities
Progress
Review the findings and
recommendations of each of the
Internal Audit reviews carried out
during the year, in accordance
with the 2025 Internal Audit Plan.
The Committee received reports from the Internal Auditors on one Internal Audit
review which had been commenced in 2024, and two Internal Audit reviews carried
out in 2025, in addition to receiving a progress update on themes arising from a review
of control descriptions carried out as part of the Internal Auditors’ UK Corporate
Governance Readiness work. The Committee reviewed the findings of the reviews and
the plans which have been put in place to implement improvements to address them.
Further information on Internal Audit work during the year is on pages 100 and 101.
Carry out an assessment of the
risk of fraud in the Group.
In May and October 2025 management updated its assessment of the risk of fraud in
the Group, and produced papers which the Committee reviewed. The Committee also
reviewed and re-approved the Group’s Fraud policy.
As in previous years, the external auditors are required to apply ‘The International
Standard on Auditing (UK) 240’ (Revised May 2021 and updated September 2025).
This sets out the external auditors’ responsibility for obtaining reasonable assurance
that the financial statements taken as a whole, are free from material misstatement,
whether caused by fraud or error. Management has provided the external auditors with
its assessment of fraud risk to support this requirement.
Review the Group’s cybersecurity
arrangements.
During the year, the Committee received updates from the Information Security team
on their work. As part of a wider review and reorganisation of the Group IT function,
in 2024 management engaged an independent external consultancy, with expertise
in information security risk management and compliance, to carry out an in-depth
review of the Group’s information security systems and processes. The findings of that
review noted that the Group’s technical security systems were sufficiently robust, and
the processes were well designed, to provide appropriate protection to a business
of FDM’s size and complexity. During 2025, following recommendations from that
review, the Information Security team has been implementing further enhancements to
systems and processes, and have successfully obtained the Cyber Essentials Plus and
ISO 27001 certifications.
During 2025 the Internal Auditors also carried out a review to assess the Group’s
performance against two of six domains of the NIST Cyber Security Framework 2.0.
The report from that review was delivered on 17 March 2026.
During the year the Board also received regular updates on emerging trends and risks in
cybersecurity from the Group’s external specialist cybersecurity lawyers. The Committee
continues to monitor closely the management of these issues.
Audit Committee Report
continued
94
FDM Group (Holdings) plc
Annual Report and Accounts 2025
2025 priorities
Progress
Monitor the impact of current
macroeconomic pressures on the
Group’s business.
The Committee invited the CEO and CFO to attend its meetings regularly during 2025
to enable close monitoring of the impact of these factors on the Group’s trading and
financial position. Management has continued to take a prudent financial approach,
maintaining a robust balance sheet and strong cash management to maximise
resilience. Careful adjustment of recruitment, training, and staffing levels to align with
the current market conditions has been at the forefront of management’s focus, to
ensure the business weathers the current market conditions and has the right levels of
resource when demand increases.
Support and review
management’s preparations
to satisfy the requirements of
Provision 29 of the 2024 Code
during 2026.
Provision 29 of the 2024 Code contains an updated requirement to monitor, review,
and report on the effectiveness of the Group’s material controls, including financial,
operational, reporting and compliance controls. This requirement is now effective from
the period commencing 1 January 2026. The Finance team has continued to work with
the Internal Auditors during 2025 to build a material controls framework which satisfies
the requirements of Provision 29, and the Committee has engaged closely with this
project. The framework is now operational.
Climate change risk and
environmental sustainability,
and our reporting on it.
The Committee has continued its focus on our approach to SECR, the matters forming
part of our disclosures under the TCFD framework, and the new requirements of
IFRS S1 and IFRS S2. Our TCFD disclosure this year includes analysis of risks and
opportunities arising from climate change, and a climate change scenario analysis.
We are fully compliant with the TCFD recommendations and our disclosure can be
found on page 51.
The Committee has previously considered the requirements of the EU Corporate
Sustainability Reporting Directive (CSRD). We are satisfied that the size of our
operations in Europe currently remain below the threshold which would bring FDM into
the scope of these regulations, but we will keep the situation under review.
FDM has continued to analyse its annual greenhouse gas emissions, enabling us
to see the trends in our progress against our carbon reduction targets from the 2020
baseline. The Committee continues to monitor the quality of the Group’s reporting
on these matters.
Review the Group’s financial
controls framework.
The Internal Audit team carried out its annual review of financial controls during the
year and reported that the controls tested were operating satisfactorily. Management
has adopted recommendations for minor improvements.
In addition to continuing to focus on a number of the issues referred to above, in the coming year the Committee
intends to focus on the following:
•
The Group’s financial controls framework
•
A review of the levels of Information Security risk, infrastructure and support, following the reorganisation of our
IT department. In particular, the current intention is for the 2026 Internal Audit Plan to include the second phase of
the cybersecurity review which took place in 2025, which will focus on a further two domains of the NIST Cyber
Security Framework 2.0. The Committee will seek assurance that: all key reporting lines are appropriate and support
good oversight and control; the Group has no critical skills shortages; and the Group’s key IT processes and controls
are properly documented and understood across the organisation.
•
The findings and recommendations of each of the Internal Audit reviews carried out during the year in accordance
with the 2026 Internal Audit Plan, and the remaining two reviews performed under the 2025 Internal Audit Plan.
•
A further assessment of the risk of fraud in the Group.
•
Continuing to be kept informed of IT systems developments and projects during the year.
•
Continuing our work on the new requirements of the 2024 Code relating to material controls, to test the operating
effectiveness of the material controls, ready for the Group to report on their effectiveness in the 2026 Annual Report.
•
Continue to ensure the Group’s financial reporting processes and controls remain robust during a period of continued
macroeconomic pressure.
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Composition of the Committee
During the year, the members of the Committee were:
•
Rowena Murray (a member of the Committee for the
entire year, appointed as Chair of the Committee on
30 July 2025)
•
Bruce Lee (appointed to the Committee on
19 March 2025)
•
Michelle Senecal de Fonseca (retired from the
Board on 19 March 2025)
•
Jacqueline de Rojas (appointed to the Committee
on 30 July 2025)
•
Alan Kinnear (stepped down from the Committee
on 30 July 2025 upon assuming the role of Chair
of the Board)
The Board is satisfied that Rowena Murray, with
significant financial experience in a public company
environment, and audit experience in private equity-
backed businesses, has the recent and relevant financial
and accounting experience required by the 2024 Code.
Jacqueline de Rojas and Bruce Lee also have experience
in financial and reporting matters through their other
business experience and current external roles on the
Boards of public companies. The Committee as a whole
has a sufficiently wide range of business experience
and expertise, including significant experience and
competence in the sector within which FDM operates,
such that the Committee is in a position to fulfil its
role effectively.
In compliance with the 2024 Code, the Committee
membership is limited to independent Non-Executive
Directors of the Company.
Members’ experience is documented in their biographies
included on pages 70 to 72.
The Chair of the Committee is available for discussions
with shareholders on matters relating to governance
and the work of the Committee and supported the
Chair of the Board in a discussion with one shareholder
during the year.
The Committee’s agenda
The Committee has a broad agenda of business which
focuses on the Group’s financial and non-financial
reporting, risk assurance, internal controls and audit
processes through a series of scheduled meetings during
the year. The agenda follows an annual plan which is
set in advance in discussion with senior management,
the financial reporting team, the external auditors, and
the Internal Audit function. The annual plan incorporates
items driven primarily by the financial calendar of the
Group but also includes work on the Internal Audit
programme and regulatory developments, and is adapted
through the year to address any other relevant matters
which may require the Committee’s attention.
The Committee acts autonomously and sets its own
agenda in addition to routine matters and those
suggested by the Board. In setting the agenda, the
Committee keeps in mind the regulatory framework, the
2024 Code and the FRC’s Guidance on Audit Committees.
The Committee met four times during the financial year
with all members in attendance. During the year, the
Chief Executive Officer, Chief Financial Officer, Group
Operations Director, Group Financial Controller, Head of
Commercial Finance, Head of Information Security and
Commercial Systems Manager attended certain meetings,
or portions of certain meetings, at the invitation of the
Committee to ensure that the Committee remained
fully informed of events and developments within the
business. Presentations were received on legal, regulatory
and operational matters, IT security and business
continuity, and systems projects, contributing to the
Committee’s role in monitoring the management of risk.
The Group’s external auditors, PwC, attended all of the
Committee meetings during 2025, attending for the full
duration of each meeting (except when the Committee
discussed their effectiveness).
The Internal Auditors, KPMG LLP (“KPMG”), an
independent accounting firm, also attended all of the
Committee meetings during the year to discuss plans for
their programme of work and to present their findings.
KPMG attend for the full duration of each meeting (except
when the Committee discussed their effectiveness), as
the Committee believes that the effectiveness of the
Internal Audit function is enhanced by an understanding
of other matters covered at the meetings, and of the
external audit work being carried out by PwC. KPMG and
PwC have direct access to the Committee Chair.
After each formal meeting during the year, PwC
and KPMG had the opportunity to hold an informal
discussion with the Committee members without any
of the executive management team being present.
The Committee Chair also met with PwC and KPMG on
several occasions outside of the Committee.
Audit Committee Report
continued
96
FDM Group (Holdings) plc
Annual Report and Accounts 2025
In addition to the meetings of the Committee, the
Committee Chair and other Committee members met with
other members of the Finance team, senior management,
and regional operating management during the year. This
included a visit by the members of the Committee to the
Group’s office in Brighton to meet with senior members
of the Finance and Legal teams. This enabled them to
discuss in further detail, outside the formal setting of a
Committee meeting, the Finance and Legal teams’ work in
the following areas:
•
recent updates to the data presented in our regular
Board Report
•
preparation and review of the annual budget and
regular reforecasts
•
an update on testing of financial controls, and controls
covering the reporting of non-financial information
•
the process for the assessment of the operational
effectiveness of our wider material controls in 2026 in
readiness for the new requirements of the 2024 Code
•
a progress report on key commercial systems projects
currently in flight
•
an update from our in-house legal team as to
how they contribute to the management of risk
within the business.
Principal activities during the year
The following principal activities have been carried out by the Committee during the financial year:
March 2025
•
Approved the Internal Audit Plan for 2025
•
Received reports from KPMG covering their review of Business Continuity and Crisis Management
•
Received a presentation from PwC on their audit of the financial statements for the year ended 31 December 2024, and
reviewed the Auditors’ Report to the Audit Committee
•
Reviewed the latest updates to the Group Risk Register
•
Reviewed and recommended to the Board the approval of the Preliminary Announcement and the 2024 Annual Report.
This work included: ensuring that the report is fair, balanced and understandable; reviewing the significant judgements
and estimates applied in the Annual Report; reviewing disclosures and the summary of material accounting policies;
considering the appropriateness of the going concern statement and the viability statement; reviewing the Directors’
statement about the performance of their statutory duties under s.172 of the Companies Act; and approving the
statement of principal risks to the business as set out in the Annual Report
•
Received an update from the Information Security team
•
Approved the Committee’s agenda for the remainder of 2025
May 2025
•
Received a progress report from KPMG on their work under the 2025 Internal Audit Plan, including discussions on the
scoping of the information security review to be commenced later in the year;
•
Received an update on information security and business continuity matters from the Global Director of Information
Security and Group Operations Director
•
Received a presentation from the Group Operations Director and the Group Governance Director & Company Secretary
on the newly-launched policy governing the use of AI tools in the business
•
Reviewed the updated Fraud Risk Assessment and Fraud Policy
•
Received an update on the reporting, accounting and regulatory changes applicable to the Group
•
Reviewed the Audit Committee’s Terms of Reference and identified areas for updating
•
Reviewed and approved the Group’s Audit & Assurance Policy
•
Reviewed the effectiveness of the external auditors
•
Considered the effectiveness of the Internal Audit function
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July 2025
•
Received a report on the review of, and updates to, the Group Risk Register
•
Received a report on the Group’s recent insurance renewal process and current insurance portfolio, gaining assurance
that the insurance assists in the mitigation of certain material risks
•
Reviewed a paper from senior management on the process undertaken to identify and document the Group’s material
controls as part of the project to prepare for compliance with Provision 29 of the 2024 Code. A draft of the material
controls were presented to the Audit Committee for review
•
Received a report from the Internal Auditors on their review of Financial Controls
•
Reviewed PwC’s report to the Committee (interim review for the six months to 30 June 2025)
•
Reviewed the Interim Report, including the going concern statement, the statement of principal risks and uncertainties,
and other key disclosures, and recommended its approval to the Board
•
Reviewed and approved the letter of engagement for the external auditors and their proposed fees for the interim review
and the full year audit for the 2025 financial year
•
Received an update from the Global Director of Information Security on a programme of testing of information security
controls, and successful completion by the Group of certification under ISO 27001
•
Received an update from the Projects Governance Board on key projects currently running in the Group
October 2025
•
Received a report from the Internal Auditors on their Follow-Up review (which checks on progress with the
implementation of recommendations around higher-rated findings made by them in previous reviews), together with
a progress report on the other Internal Audit reviews currently underway
•
Reviewed and approved our material controls
•
Considered potential areas to be reviewed as part of the 2026 Internal Audit Plan
•
Reviewed and approved PwC’s plan for the audit of the 2025 financial results
•
Received an update from the Global Director of Information Security
•
Received an update from the Project Governance Board on key projects currently running in the Group
•
Received an update on reporting, accounting and corporate governance changes and the processes and key themes
for inclusion in the Annual Report 2025
•
Reviewed steps taken by the Directors during the year to comply with s.172 of the Companies Act 2006, and matters
proposed for disclosure in the s.172 Statement to be included in the Annual Report 2025
•
Reviewed and approved the Group’s Whistleblowing policy, Anti-Bribery & Corruption policy, Environmental and
Sustainability policy, Social policy, Fraud policy and Anti Modern-Slavery & Human Trafficking policy
•
Reviewed a paper from management assessing fraud risk in the business
•
Carried out a review of the Committee’s effectiveness
In addition to the work outlined above, as a standing item
on the agenda of every meeting, the Committee reviews
the level of fees incurred with PwC on non-audit work to
ensure compliance with the Group’s policy on non-audit
fees. During 2025, the only non-audit work performed
by PwC has been their review and report on the Group’s
half-year financial statements.
Application of the Group’s Accounting Policies
A summary of the Group’s Accounting Policies is set out
in note 3 to the Consolidated Financial Statements (which
begins on page 150 of this Annual Report). The Audit
Committee received a paper from the Finance team on
the application of the Group’s accounting policies and
considers that the Consolidated Financial Statements
have been prepared in accordance with the Accounting
Policies and that the Accounting Policies applied are
appropriate for the Group.
Significant financial reporting items
The Committee scrutinises matters it considers important
by virtue of their potential impact on the Group’s results
or the degree of estimation or judgement involved in their
application to the Consolidated Financial Statements. To
this end, the Committee receives regular reports from
the Chief Financial Officer and the Group’s external
auditors, PwC. During the year the Committee challenged
management in respect of their underlying rationale and
basis for key judgements and estimates before accepting
them, and assisted management in formulating the
reporting and disclosure of the exceptional administrative
expenses (see page 2
6
). The Committee has considered
the estimate identified in note 4 to the Consolidated
Financial Statements, having received drafts of the
Annual Report and Accounts in sufficient time ahead
of signature to enable a thorough review, and allow for
the opportunity to challenge and discuss the Report’s
content.
Audit Committee Report
continued
98
FDM Group (Holdings) plc
Annual Report and Accounts 2025
The main areas of focus are set out below:
Area of focus
Steps taken to address each area
Revenue and gross profit
The Group’s revenue is recognised based on
contracted rates for each Consultant being applied
to timesheets submitted by Consultants and
authorised by the Group’s clients. Revenue in respect
of timesheets which have not yet been received is
accrued at a percentage of the estimated contract
value where timesheets have not been received at
the cut-off date.
Volume rebates are accrued in the period in which the
revenue is recognised, with the value of the rebate
offset against revenue. The rebates are calculated
with regard to specific threshold levels of revenue
recognised for certain clients in a contractual period.
To the extent the volume rebates are material,
amounts are disclosed, along with any significant
judgements made in their estimation.
In 2025, gross profit included a significant recurring
cash inflow which was received in the first half of the
year. This represents a larger proportion of operating
profit in 2025 compared with prior years.
The Group’s automated time recording system enables invoices
to be automatically generated from timesheets submitted on the
system. Processes are in place, including automated reminders
being sent from the timesheet system, to ensure the number of late
timesheets is minimised.
The Committee discussed and reviewed revenue recognition in
detail with management and PwC and remains satisfied that Group
accounting policies with regard to revenue recognition have been
complied with, and that estimates remain appropriate.
The Committee discussed with management and the auditors the
basis of the calculations supporting the volume discount accrual
and the disclosures contained in the Annual Report. The value of
volume rebates at 31 December 2025 is disclosed on page 169.
The Committee discussed this point and reviewed the relevant
disclosure in the Annual Report.
Exceptional costs
During the year the business incurred exceptional
costs arising from right-sizing the business during
a difficult trading environment. Further information
can be found at note 7 to the Consolidated
Financial Statements.
The Committee discussed the approach with management to gain
assurance that the relevant costs satisfied the requirements for
being treated as exceptional costs, in that they were material and
one-off in nature. The Committee concluded that the presentation
and disclosure of these costs as exceptional costs was appropriate.
Goodwill impairment charge
During the year a goodwill and asset impairment
charge of £3.3 million has been recognised
following an impairment review which indicated
that the carrying value of goodwill and assets
relating to the EMEA CGU exceeded its value in use.
Further information can be found at note 17 to the
Consolidated Financial Statements.
The Committee discussed the approach with management to gain
assurance that the relevant calculations supported the accounting
treatment. The Committee concluded that the calculation,
presentation and disclosure of the impairment was appropriate.
Share-based payments
In prior years, the Company has granted awards under
the FDM Performance Share Plan. No awards were
granted in 2025. Accounting for the awards which
are outstanding from prior years involves estimates
relating to the number of shares which will vest.
The share-based payment charge, including any changes to the
estimates relating to the number of shares that will vest, is reported
monthly to the full Board, via the Board Pack. The Committee is also
separately informed of the key assumptions and estimates applied
in calculating the share-based payment charge at the year end.
The Committee is satisfied that the assumptions and estimates
applied are appropriate.
Going concern and viability
The Committee has considered the going concern
basis assumed within the financial statements
and viability period. The underlying assumptions,
the reasonableness of those assumptions and the
headroom available were considered as part of
the Committee’s review. The review also considered
the impact of a range of sensitivities on the
key assumptions.
The Committee received and reviewed a paper prepared by the
Finance team supporting the adoption of the going concern basis
and the appropriateness of the viability period. The Committee is
satisfied with the judgements in these areas, including that the risk
of climate change to the business is low. The Committee challenged
management’s going concern analysis and was satisfied that the
adoption of the going concern basis was appropriate and, further,
that there were no indicators of impairment. This work enabled
the Committee to conclude on the adoption of the going concern
basis. The Committee also reviewed and concurred with the
reasonableness of the viability period included within the viability
statement on page 35.
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Area of focus
Steps taken to address each area
Climate risk and reporting
To be consistent with the TCFD’s recommendations,
FDM is required to:
•
Demonstrate that climate change is incorporated
into FDM’s risk management processes and
business strategy
•
Consider the risks and opportunities arising from
climate change, in line with the categories outlined
in the TCFD guidance.
Management has established a Sustainability Working Group, which
has particular focus on climate change matters. It has a formal
governance structure and internal reporting processes.
Management has considered all risk and opportunity categories
outlined in the TCFD guidance. Further information can be found on
page 51. The Audit Committee considers that the likely impacts from
climate change are not material enough to require revisions to the
Group’s current capital expenditure plans or meaningful for additional
strategic consideration.
FDM’s risk management framework channels climate risk
information from the bi-annual risk reviews to the Audit Committee
and on to the Board.
Fair, balanced and understandable
As requested by the Board, the Committee has
considered whether, in its opinion, the Annual Report and
Accounts 2025 is fair, balanced and understandable and
provides the information necessary for shareholders to
assess the Group’s position and performance, business
model and strategy. In forming its opinion, the Committee
considered the information it had received, including a
paper from the Finance team, and the discussions that
have taken place with senior managers in the business.
All members of the Committee received a full draft of
the Annual Report and Accounts two weeks prior to
the meeting at which it was required to provide its final
opinion. The Committee reviewed the report to ensure
that: it provided a balanced reflection of the Group’s
performance; the presentation of adjusted measurements
was relevant and understandable; all material matters
were considered; and there was internal consistency
and there were linkages throughout, including the
presentation of the estimates and significant risks.
The Committee concluded that the Annual Report and
Accounts 2025, taken as a whole, was fair, balanced,
and understandable, and considers that it provides the
information necessary for shareholders to assess the
Group’s position and performance, business model and
strategy. The Committee made a recommendation to
the Board to this effect. The Directors’ statement of
responsibilities on a fair, balanced and understandable
Annual Report is given on page 133.
Internal control and risk management
The Committee is responsible for monitoring and
reviewing the effectiveness of the Group’s internal
control and risk management systems. This is achieved
by the presentation and review of management reports
relating to internal control and risk management systems
as well as reports from Internal Audit throughout the
year. Through monitoring the effectiveness of its
internal controls and risk management, the Committee
maintains a sound understanding of the Group’s
trading performance, its key judgemental areas and
management’s decision-making processes.
The key elements of the Group’s internal control
framework and procedures are set out on pages 90
and 91.
The Committee notes that the updated Provision 29 in
the 2024 Code contains new reporting requirements on
material controls, to be applied from 1 January 2026.
As stated above, the Finance Team has worked with our
Internal Auditors to build a material controls framework
which satisfies the requirements of Provision 29, and
which is now operational.
Internal audit
The Committee oversees and monitors the work of
the Internal Audit function, which is wholly outsourced
to KPMG. The Committee considers that it remains
appropriate to outsource the Internal Audit function for
the following reasons: (i) outsourcing ensures the process
is independent; and (ii) it guarantees that specialist
input is available when required, taking into account the
international nature of FDM’s business and the need for
technical specialism, particularly when reviewing non-
financial areas of the business.
The Internal Audit Plan for 2025 was reviewed by the
Committee in December 2024 and approved in the
first quarter of 2025. The Plan is risk-based, prioritising
reviews of the areas which are identified as principal risks
in the Group Risk Register, and covering all key financial,
operational, and regulatory parts of the business.
Specifically, in 2025, the Committee received reports on
reviews of the following areas:
•
Business Continuity Planning and Crisis Management,
focusing on the robustness of the processes and
controls in place to prepare for and respond to major
disruptions, particularly in the context of significant
structural changes made to the IT team over the twelve
months prior to the review;
•
Financial Controls, to provide assurance over the
efficacy of internal financial controls and ensure an
effective risk management and oversight process;
Audit Committee Report
continued
100
FDM Group (Holdings) plc
Annual Report and Accounts 2025
•
UK Corporate Governance: Progress Update, which
involved a review of all the material control descriptions
in FDM’s Material Controls Matrix to provide assurance
that the identified controls adequately addressed the
associated material risk descriptions; and
•
Follow-Up Review, to assess the actions that were
taken by FDM to address the outstanding “high”, and
a sample of “medium” rated findings across three
Internal Audit reviews conducted in 2023 and 2024.
The Internal Audit reviews included within the scope
of this follow-up review were: (i) Corporate Governance
Review 2024; (ii) Fraud Risk Review 2023; and (iii) Data
Flow Architecture Review 2023.
The findings from the reviews were presented to the
Audit Committee during the period. The Group’s financial
controls were found to be operating satisfactorily, and no
serious weaknesses were identified by the Internal Audit
reviews in any of the other areas.
The Committee and the Internal Auditors discussed
the areas for inclusion in the Internal Audit Plan for
2026 and a final version of the plan was approved by
the Committee on 17 March 2026.
During 2025, the Internal Auditors also commenced
reviews of the following areas, and reported to the Audit
Committee on their findings on 17 March 2026:
•
UK Corporate Governance Code Readiness, Progress
Update, evaluating the design of the material controls
through a “test of design” exercise; and
•
Cyber Security Review, to assess the Group’s
performance against two of six domains of the
NIST Cyber Security Framework 2.0.
The effectiveness of the Internal Audit function’s work is
monitored on an ongoing basis using a number of inputs,
including the reports received, the Audit Committee’s
engagement with the Group Financial Controller who is
the Group’s primary point of contact with the Internal
Auditors, and an assessment during the year of the
Internal Auditors’ performance against the KPIs identified
in the Internal Audit Plan. The Audit Committee considers
that the Internal Audit process is an effective tool in the
overall context of the Group’s risk management systems.
The Audit Committee Chair also met with the Internal
Audit team in advance of every meeting without
management present.
External auditors
PwC is the Group’s current external auditors, having
first been appointed in 2013, and re-appointed in 2022
following a competitive tender process to appoint external
auditors beginning with the audit in respect of the
financial year ending 31 December 2023.
The Statutory Audit Services for Large Companies
Market Investigation (Mandatory Use of Competitive
Tender Processes and Audit Committee
Responsibilities) Order 2014 (“CMA Order”).
The Company confirms that it has complied with the
provisions of the CMA Order for the 2025 financial
year. In 2022 the Group carried out a competitive
tender process which resulted in the re-appointment
of PwC as external auditors beginning with the audit in
respect of the financial year ending 31 December 2023.
In accordance with the CMA Order, the Company is
required to put the external audit contract out to tender
not later than 2033.
Auditors’ independence and objectivity
Both the Committee and the Board keep the external
auditors’ independence under review. Since July 2016,
the Committee has been monitoring the fees paid to the
external auditors for non-audit work at each Committee
meeting. Any non-audit work which will result in fees
exceeding £5,000 must be approved in advance by
the Committee Chair. More substantial work involving
fees exceeding £50,000 requires the approval of the
Committee as a whole. The Group receives a formal
statement of independence and objectivity from PwC
each year, and confirmation that PwC’s partners and
staff have complied with UK regulatory and professional
requirements, including the Revised Ethical Standard
2024 issued by the Financial Reporting Council.
The Committee also obtains quotes in a competitive
tender for all non-audit work performed, other than for
the auditors’ review of the half-year results.
Fees for non-audit work carried out by PwC as a
percentage of audit fees for the year ended 31 December
2025 were 21% (2024: 21%) and related solely to
PwC’s review of our Interim Report. See note 7 to the
Consolidated Financial Statements.
External audit partners are rotated every five years.
The external audit partner in respect of the 2025 financial
year has been Gareth Murfitt; this has been his first year
in the role.
101
Financial Statements
Governance
Strategic Report
Effectiveness of external auditors
During the year, the Committee reviewed the
effectiveness of the external auditors, using a
questionnaire which was completed by key members of
the Finance team and each member of the Committee.
The questionnaire asked individuals to rate the
performance of the PwC audit team in the following areas:
knowledge and expertise; independence and objectivity;
effectiveness of the planning process; ability to firmly
challenge management; and quality of audit deliverables.
The feedback from the questionnaire was then used
as the basis for a more wide-ranging discussion at
the meeting held in May 2025 (at which PwC were not
present). The Committee reviewed the external auditors’
discussions with, and reports to, the Committee over the
year to examine the degree of objectivity exercised by
the external auditors, the robustness of their challenge to
management, their views on controls around the Group
and their testing of areas which involved the exercise
of judgement by the management team. Based on the
feedback and their further discussions, the Committee
concluded that:
•
the overall audit approach, materiality threshold and
areas of audit focus were appropriate to the business;
•
the auditors had displayed the necessary level of
challenge and objectivity to demonstrate an appropriate
level of independence;
•
there was a robust risk assessment which reflected the
inherent risks in the business and demonstrated a good
understanding of FDM’s business; and
•
the audit team possessed the necessary quality,
expertise, and experience to provide an independent
and objective audit, and the audit was well
project-managed.
The findings were fed back to PwC by the Chair of
the Committee.
Whistleblowing policy
The Group has in place a whistleblowing policy which
enables employees to report concerns on matters
affecting the Group or their employment, without fear
of recrimination.
The Committee reviewed the Group’s whistleblowing
policy and procedures in 2025 and is satisfied that they
remain appropriate with the key aspects of the review
discussed at the next meeting of the full Board.
The Committee was satisfied that any concerns raised
under the policy during the year were investigated and
followed up appropriately.
Anti-bribery and corruption policy
The Group has a zero-tolerance policy to bribery and
corruption. The Group’s Anti-bribery and Corruption policy
is issued to all employees, and training is provided to all
current employees and new starters to ensure that they
understand the Group’s policy and the importance of
compliance. The Committee reviewed the effectiveness
of the policy in December 2025 and concluded that it
remains an effective tool for managing the anti-bribery
and corruption risks faced by the Group.
Fraud policy
The Group is committed to acting with integrity and
honesty and takes all reasonable steps to mitigate the risk
of fraud arising within the organisation. The reputation of
FDM’s business is based on the trust which our clients,
shareholders, employees, and other stakeholders have in
the integrity of our business.
During 2025 the Committee reviewed and re-approved
the Group Fraud policy which outlines the steps which
the Group takes to reduce the opportunity for fraud by
implementing and maintaining appropriate technical
and organisational security measures and controls, and
by such other methods as considered necessary. The
Group’s policy is to take prompt action in the case of any
suspected fraudulent activity from any source.
Audit Committee effectiveness
An evaluation of the effectiveness of the Committee in
discharging its duties was conducted internally during
2025. The evaluation process was facilitated by the
Company Secretary and was based on the completion of
questionnaires (which included questions to be scored
and free text questions) by members of the Committee.
The questionnaire was designed to address the key
elements of Audit Committee effectiveness identified
in the 2024 Code, and the FRC’s 2024 Code Guidance
(which incorporates guidance on Audit Committees).
The results, once summarised by the Company Secretary,
were then discussed with the Committee Chair, and
tabled at a meeting of the Committee for discussion.
The Committee regularly reviews its terms of reference
and updates them as necessary to reflect current best
practice and to ensure that its approach remains in line
with those terms of reference and the Financial Reporting
Council’s Guidance for Audit Committees.
The effectiveness of the Audit Committee was also
reviewed as part of the main Board Effectiveness
Evaluation which was facilitated internally this year.
Further information on that review can be found on
page 89.
Following these reviews, the Committee is satisfied that
it continues to be effective in discharging its duties.
Rowena Murray
Chair of the Audit Committee
17 March 2026
Audit Committee Report
continued
102
FDM Group (Holdings) plc
Annual Report and Accounts 2025
Nomination Committee Report
Chair’s introduction
This report provides information on how the Committee
has carried out its responsibilities during the year.
The primary role of the Nomination Committee is to lead
the process for appointments to the Board, to monitor its
composition, diversity and performance, and to plan for
orderly succession to the Board and the Group’s Senior
Management Team.
David Lister (Chair of the Board) and Michelle Senecal
de Fonseca (Non-Executive Director) stepped down
from the Board during the year, each having served on
the Board since 2016. On behalf of the Board, I would
like to thank them both for their valuable contribution to
the Board’s work during that time. This report contains
more information about the changes to Board roles
which followed those departures, as well as some
further changes to the composition of the Board which
we expect to take place during 2026.
The Board undertook a review of its effectiveness
during 2025 and concluded that it continues to operate
effectively. Of course, there are areas where can enhance
our effectiveness further and we will ensure that we
address the key themes arising from that review during
the coming year.
Committee composition
The Committee is appointed by, and reports to, the Board.
Its members during the year were as follows:
•
Alan Kinnear (appointed Committee Chair
on 30 July 2025)
•
Jacqueline de Rojas
•
Rowena Murray
•
Bruce Lee (appointed to the Committee
on 15 September 2025)
•
Michelle Senecal de Fonseca (retired 19 March 2025)
•
David Lister (retired 30 July 2025)
In line with Provision 17 of the 2024 Code, a majority of
members of the Nomination Committee are independent
Non-Executive Directors.
Role and responsibilities of the
Nomination Committee
The role and responsibilities of the Committee are
summarised below and detailed in full in its terms of
reference, a copy of which is available on the Group’s
website (
www.fdmgroup.com
).
The main responsibilities of the Committee are to:
•
Review the structure, size and composition of the
Board and its Committees including its balance of
skills, knowledge, experience and diversity, and
make recommendations to the Board with regard
to any changes;
•
Lead the process for identifying candidates to fill
Board vacancies as and when they arise, and make
recommendations to the Board on new appointments,
the membership of Board Committees, and on suitable
candidates for the role of Senior Independent Directors;
•
Consider succession planning for Directors and other
senior executives taking into account the challenges
and opportunities facing the Company, and the skills
and experience needed on the Board now and in
the future;
On behalf of the Nomination Committee I am pleased to
present our report for the year ended 31 December 2025
Alan Kinnear
Chair of the Nomination Committee
Financial Statements
Governance
Strategic Report
103
•
Keep under review the leadership needs of the Group,
both executive and non-executive, with a view to
ensuring that FDM can continue to compete effectively
in the marketplace;
•
Review the results of the Board performance evaluation
process which impact on Board composition; and
•
Ensure that Non-Executive Directors are allocating
sufficient time to their work at FDM to allow them to
fulfil their duties, and review their independence.
Committee meetings
•
The Committee met four times during the year, as
well as conducting other discussions outside formal
meetings. All members of the Committee attended all
meetings that they were eligible to join. In addition, at
the invitation of the Committee, Rod Flavell attended
three meetings of the Committee during the year.
Committee meetings generally take place before
a Board meeting, and the Chair of the Committee
provides an update on the Committee’s activities
to the subsequent Board meeting.
Board changes in 2025
•
As we announced in last year’s Annual Report:
– Bruce Lee was appointed to the Board as a
Non-Executive Director on 19 March 2025; and
– Michelle Senecal de Fonseca (Non-Executive
Director) stepped down from the Board on the same
date, having served just over nine years since her
appointment.
•
In last year’s Annual Report we also noted that the
Committee was in the process of searching for a
new Chair of the Board, to replace David Lister who
had announced his intention to retire after having
served nine years since his appointment. In line with
the recommendations of Provision 17 of the 2024
Code, David Lister did not chair the discussions of
the Committee in relation to the appointment of his
successor. Jacqueline de Rojas, as Senior Independent
Director and a member of the Committee, was
appointed as acting Chair of the Committee solely for
the purposes of those discussions.
•
The Committee considered carefully the qualities,
experience, skills and personal attributes required for
the new appointments. Through their own networks
of contacts, and partly as a result of the search
undertaken for other recent appointments to the
Board, Board members were aware of a number of
potential candidates for these roles. Given the specific
combination of qualities which the Board was looking
for, the Committee decided that incurring the significant
cost of engaging an external search agency for the
roles would not provide value for money and was
unnecessary. The Committee therefore approached
a number of potential candidates (both internal and
external) to gauge their interest in joining the Board in
these roles. These candidates were assessed against
the Board’s criteria for the role, with a thorough process
resulting in a shortlist of preferred candidates, which
was given final consideration by the Committee. Given
the proposed changes, it was also necessary for the
Committee to consider the wider composition of the
Board’s Committees.
•
Following these deliberations, the Committee
subsequently made recommendations which were
approved by the Board, and the following changes
were made on 30 July 2025:
– Alan Kinnear was appointed as Chair of the Board,
and David Lister retired from the Board. Alan Kinnear
also stepped down as Chair of the Audit Committee
and as a member of the Remuneration Committee.
– Alan Kinnear was appointed as Chair of the
Nomination Committee.
– Rowena Murray was appointed as Chair of the
Audit Committee (in addition to retaining her role
as Chair of the Remuneration Committee).
– Jacqueline de Rojas was appointed as a member
of the Audit Committee and of the Remuneration
Committee.
•
In recommending Rowena Murray’s appointment
as Chair of the Audit Committee, the Committee
was satisfied, in the light of her significant financial
experience in a public company environment, and
audit experience in private equity-backed business,
that Rowena had the recent and relevant financial and
accounting experience required by the 2024 Code for
a Chair of Audit Committee.
•
Given that further Board changes were required (see
next page), on 15 September 2025 Bruce Lee was
appointed as a member of the Nomination Committee.
The Committee considered that Bruce’s knowledge
of, and connections in, FDM Group’s key markets
would enable him to bring valuable insights to the
Committee’s work.
Nomination Committee Report
continued
104
FDM Group (Holdings) plc
Annual Report and Accounts 2025
Further Board changes in 2026
The appointment of Alan Kinnear as Chair of the Board
means that the number of Non-Executive Directors has
now fallen to three, with four Executive Directors on
the Board. The number of Non-Executive Directors is
therefore temporarily below the level recommended by
Provision 11 of the 2024 Code, which recommends that
at least half the Board, excluding the Chair, should be
non-executive directors whom the Board considers to be
independent. A search has been commenced to identify
a new Non-Executive Director with the skills, knowledge
and background which the Board requires. This process
is expected to be completed in the coming months, at
which point the recommendations of Provision 11 will be
met again. A further announcement will be made in due
course on the outcome of this process.
Succession planning
•
The most important ongoing responsibility of the
Committee is to oversee the Company’s succession
plans for members of the Board and the Senior
Management Team over the short, medium and
longer term, to ensure that the Board maintains the
appropriate balance of skills and experience to carry
out its work in the most effective way. In particular,
when the opportunity arises for refreshment of the
Board, the Board is mindful of the need to ensure
that its membership is diverse. The Board does not
currently meet the diversity target set by the FCA
in UK Listing Rule 6.6.6(9)
(a)(i), which states that at
least 40% of the Directors on the Board should be
women. The Committee hopes that the process which
has been commenced to identify a suitable additional
Non-Executive Director to join the Board will provide
an opportunity to address this. Details of the Board’s
diversity policy are set out on page 88.
•
The Board’s primary aim is to make appointments
based on objective criteria that ensure that the best
individuals are appointed to each Board role. We
believe that a Board made up of individuals with a
diverse range of personal attributes, including skills,
experience, educational and professional background,
gender, race and age, will contribute to diversity in the
Board’s thinking and approach and, in turn, will enhance
the quality of decision-making.
•
The Committee’s work is driven primarily by an intention
to ensure that the Board incorporates a wide range
of experience and the necessary skills, enabling it to
support as effectively as possible the Group’s plans for
growth and its objectives for robust governance. As the
opportunity arises we will also keep in mind the Board’s
emphatic view that a diverse Board is an effective
Board. By making the most of the Directors’ differences
of approach, and using the collective experiences,
backgrounds, skillsets and knowledge of our talented
and diverse employees, we will be able to drive
innovation, growth and success and achieve more for
our stakeholders. Details of the tenure of our Directors
can be found in the Board of Directors section of this
report on pages 70 to 72.
•
In the coming year, we intend to expand our
programme, under which a selection of senior
managers from across our territories receive mentoring
from Non-Executive Directors. The Committee will
continue to monitor the progress of this programme
carefully during 2026 and will review the strengths
identified in the talent pipeline and actions needed to
close any gaps, helping to assess diversity and career
progression in the Group.
2025 Board effectiveness review
Our view is that the Board evaluation is a valuable
process that provides a regular mechanism by which
the Board can challenge itself to identify any areas
where its performance can be improved to enhance the
effective and efficient conduct of Board business, for the
benefit of FDM and all its stakeholders. The 2024 Code
recommends that the evaluation of the boards of Board
should regularly be facilitated by an external provider,
and for FTSE 350 companies the Code recommends
that this should happen at least every three years. FDM
is not currently a FTSE 350 company but recognises the
value of using an external facilitator to evaluate the Board
periodically. Our last external evaluation was carried out
by Caroline Lien of Lien Consulting Limited in 2021.
Given that a number of important changes to the
composition of the Board took place during the year,
and the need to focus on appointing an additional
Non-Executive Director in 2026, the Committee decided
not to engage an external provider to facilitate the
2025 Board effectiveness review, but rather to defer
the externally-facilitated review until after transition to
the new Board structure is complete. Accordingly, our
evaluation of the Board and its Committee in respect of
2025 was conducted internally. The evaluation of the
main Board was facilitated by the Chair of the Board
with support from the Company Secretary and was
based on a set of formal questions designed to assess
the performance of the Board, including the Chair and
individual Directors, against the priorities identified
during last year’s evaluation, and a selection of other
areas of particular priority to the Board. The questions
were provided to all Board members in advance and then
formed the basis of a formal but open and wide-ranging
round-table discussion.
105
Financial Statements
Governance
Strategic Report
The results of the evaluation discussions were collated
and reviewed by the Chair and the Company Secretary
and an action plan was subsequently presented to
the Board with which to address areas where it was
considered that the Board’s effectiveness could be
improved, as well as recognising the strengths of the
Board. The review found that some good progress
had been made against the areas which last year’s
evaluation had identified for further work. A summary of
the key action points arising from the 2025 evaluation is
as follows:
•
The Board intends to invite external speakers to
attend Board Meetings from time to time to assist
the Board in gaining a perspective on wider strategic,
technological, economic and geo-political issues which
are of relevance to the Board’s strategy. This may
include, for example, periodic presentations from the
Company’s joint brokers on economic outlooks and
market dynamics, or from experts in subjects relating
to emerging risks and opportunities, or those with
expertise in the social issues affecting the demographic
groups which may apply to FDM’s programmes.
•
The Board will provide more opportunities for senior
managers to attend Board meetings to provide an
update on key issues arising with their departments,
their successes, and any challenges they are
facing. As well as helping the Board to gain a better
understanding of progress in the business at a more
detailed level, these discussions provide members of
the Senior Management Teams with the opportunity
to gain experience of presenting to the Board and to
understand the Board’s work which, in turn, is good for
the development of talent and for succession planning
generally within the business.
The Board intends to review progress against the action
plan on an ongoing basis through 2026.
Each of the Board’s principal Committees evaluated its
own effectiveness using a similar process, either by the
completion of questionnaires (using both scoring and
free-text questions) by Committee members, or the
circulation of a list of key questions and topics used
as the basis of a formal discussion, according to the
preference of each Committee Chair. The results of each
Committee’s evaluation were then presented to the Board.
Jacqueline de Rojas, as the Senior Independent Director,
led a review of the Chair of the Board’s performance in
discussion with the other Non-Executive Directors.
Independence and effectiveness
As recommended by the 2024 Code, all the current
Directors will be standing for re-election at the AGM
in 2026, Having reviewed the independence and
contribution of the Directors, the Committee confirms
that the performance of each of the Directors continues
to be effective and each demonstrates commitment
to their roles, including independence of judgement,
commitment of time for the Board and, where relevant,
Committee meetings and their other duties. Accordingly,
the Committee has recommended to the Board that all
current Directors of the Company be proposed for re-
election at the forthcoming AGM.
Diversity, equity and inclusion
FDM Group recognises the importance of diversity
both on the Board and across all levels of the Group.
The Group is a strong advocate of a diverse workforce
and has in place a wide range of initiatives to promote
diversity across its operations, and to ensure that
talented and hard-working individuals are developed and
supported, regardless of their background, gender, age,
ethnicity, disability, sexuality and religious belief.
Following the retirement of Michelle Senecal de Fonseca
from the Board on 19 March 2025 and the appointment
of Bruce Lee on the same date, the percentage of female
Board members fell from 44.4% to 33.3%. Following
David Lister’s retirement from the Board on 30 July 2025,
the percentage of female Board members is 37.5%.
One of the senior Board positions is held by a woman and
one Board member is from a minority ethnic background.
Data on these targets in the form required by the Listing
Rules can be found in the Corporate Governance Report
on page 8
7
.
Alan Kinnear
Chair of the Nomination Committee
17 March 2026
Nomination Committee Report
continued
106
FDM Group (Holdings) plc
Annual Report and Accounts 2025
Directors’ Remuneration Report
Fixed pay
Base salary, Benefits,
Retirement benefits
Variable pay
Annual bonus with deferral,
Long-term incentive
Remuneration Policy summary and 2026 implementation
Reward linked to performance
Annual bonus for 2025
Measure
(% of salary)
Weighting
(% of salary)
Actual
performance
Bonus
(% of maximum)
Adjusted PBT
40%
£13.7m
0%
Consultant revenue
40%
£177.7m
0%
Employee
engagement and
satisfaction
10% for each
measure
Performance assessed
by reference to the
achievements in
the year relative to
the measures, as
described later in this
report
50%
Client diversification
60%
Re-opening dormant
clients
70%
Sustainability
100%
No long-term incentive awards were granted in 2023 and therefore none are due
to vest in 2025. There were no awards granted in 2025.
The Remuneration Policy’s recovery provisions (malus and clawback) and the
period in which they may be operated are summarised on page 126. The periods
are considered appropriate as they provide sufficient time for any potential
circumstances to arise and are aligned with typical practice. The Committee
confirms that the provisions were not applied in 2025.
Wider stakeholder
considerations
When taking decisions in
relation to the Executive
Directors’ remuneration, we
always have regard to the
remuneration arrangements
for the wider workforce.
Remuneration at a glance
Our Remuneration Policy (summarised later in this Report) is designed to be clear and simple and
to promote actions and behaviours that lead to the delivery of the Group’s strategic objectives.
Rod Flavell
Sheila Flavell
Mike McLaren
Andy Brown
10
15
20
25
05
0
Value (multiple of base salary)
Shareholding requirement
(multiple of base salary)
Targeted salary
increases
Salary increases in 2025
were targeted at strategically
key employees to encourage
retention with an average
increase of 4%.
64%
Proportion of internal
employees participating
in the annual bonus award
Significant share
ownership
Our Executive Directors have
significant shareholdings,
reflecting the Company’s
historic culture of
share ownership and
entrepreneurialism.
Total Directors' remuneration
Component
Key features
Base salary
Reflects individual’s role and experience. No change to Executive
Directors’ salaries in 2025 which remained at the April 2023 levels:
CEO £527,500; other Executive Directors £360,810.
Executive Director salaries are unchanged for 2026.
Benefits
Benefits provided currently include car allowances and private health
insurance.
Retirement
benefits
Defined contribution pension (or cash allowance) at levels not exceeding
that available to the majority of the workforce.
2025 and 2026 contribution rate 4%.
Annual
bonus
Up to 120% of salary, with up to 50% earned for on-target performance.
Approximately 16.7% is deferred into shares for two years.
The financial performance measures and weightings for 2026 will be the
same as for 2025.
Performance
Share plan
(“PSP”)
Subject to EPS performance assessed over a three year period with 25%
vesting at threshold. A two-year holding period applies.
No awards were granted in 2025.
2026 grants: Each Executive Director will receive an award over the
same number of shares, with a value not exceeding 100% of the
lowest Executive Director salary. Performance conditions will be
based on FDM’s earnings per share assessed over a three-year period
commencing with 2026.
107
Financial Statements
Governance
Strategic Report
Rowena Murray
Chair of the Remuneration Committee
Statement from the Chair of the
Remuneration Committee
In addition to the “Remuneration at a glance” summary
on the preceding page and this statement, this report
contains two further sections: the Annual Report on
Remuneration which sets out the remuneration earned
by Directors in 2025, followed by an extract from the
Directors’ Remuneration Policy approved by shareholders
at the 2024 AGM.
Our performance in 2025 and variable
pay outturns
Throughout 2025 the Group’s activity levels fluctuated,
improving in earlier months as global economic uncertainty
reduced before reverting in early April to levels seen in late
2024 as uncertainty returned. As stated on page 14, in the
last four months of the year we saw a degree of pick-up in
activity levels in some of our key operating geographies.
In response to these early indicators the Group cautiously
increased its volume of Consultants in coaching in the UK,
North America and Australia.
Our engagement with clients remains positive. However,
the inherent lack of certainty and confidence in many of
our end markets is resulting in much lengthened sales
timelines, with client procurement processes elongated
and commercial decisions frequently delayed or deferred.
Despite difficult trading conditions, we are making good
progress on equipping Consultants with the skills and
knowledge appropriate for various AI tools, methodologies
and advancements, and we believe opportunities in
this space will grow over time. Across all geographies
and sectors there remain brighter spots, with promising
opportunities now coming to fruition in North America,
and our Australian operations performing well. The UK
Public Sector business maintains its resilience and we
are growing our presence in the retail and insurance
sectors. Given the above opportunities, and in light of
the Group having no debt, a robust balance sheet, and
an experienced Board and management team, there is
reason for optimism about FDM’s opportunities for growth
over the long term.
Bonus metrics for the Executive Directors are aligned
to the culture and strategic focus of the Group and are
based on both financial and non-financial performance,
with the principles underpinning these arrangements then
cascaded down to managers throughout the organisation.
The challenging trading conditions in 2025 are reflected
in the annual bonus outturn for 2025, with the target level
of performance for the Adjusted PBT and Consultant
Revenue elements (at which bonuses start to be earned
for those elements) not having been achieved. However,
the Group has made good progress against the non-
financial bonus targets, which has resulted in partial
vesting of the bonuses in respect of these elements.
A summary of the performance outturn in respect of the
annual bonus is included in the “Remuneration at a glance”
section, with more detailed information set out later in
this report. Each Executive Director earned a bonus of
28.0% of salary (23.3% of the maximum). The Committee
considers that the outturn is appropriate, notwithstanding
the overall financial performance of the Group in the year.
In approving the outturns, the Committee recognised
that for the financial measures, the target level of
performance (at which bonuses start to be earned) had
not been met so that no bonus was earned in respect
of those elements. Notwithstanding this, the Committee
considered that the bonuses earned by reference to the
strategic measures were appropriate.
Directors’ Remuneration Report
continued
On behalf of the Board, I am pleased to present our
Remuneration Report for the year ended 31 December 2025.
FDM Group (Holdings) plc
Annual Report and Accounts 2025
108
The Committee noted that the strategic measures are
all based on quantitative measures aligned to the Group’s
culture and strategy, and are designed to optimise our
ability to harness future growth opportunities as they
arise. For example, the bonus metrics relating to client
diversification and re-opening dormant clients have
directly supported a broadening of the client base with
new Consultants deployed with a number of clients
where engagement had diminished. Each of these
deployments represents an opportunity to impress
clients with the quality of our people and to lay the
foundation for deployment of further headcount. In the
case of the sustainability metric, which is based on
our rating by the independent EcoVadis sustainability
platform, it reflects good practice across a range of
areas, including environmental matters, employment
practices, governance, ethics, and sustainable
procurement. Furthermore, a good rating on the EcoVadis
platform is a firm requirement of a number of our key
clients and directly affects their willingness to continue
engaging with us.
The Committee also noted that no threshold level of
performance was set for the financial measures, that
the overall opportunity based on the strategic measures
accounts for only a minority of the overall bonus
opportunity, and that other members of the Group’s
workforce who participate in bonuses based on Group
performance have earned bonuses for the year, with all
participants earning at least 30%. Finally, the Committee
also recognised that FDM Group is a people business
and that the Executive Team has worked hard to keep
up morale in the business and maintain positivity, while
making some difficult decisions on removing cost from
the business, which is a considerable achievement.
The bonus will be paid part in cash and part in shares
deferred for two years.
As disclosed in the 2023 Directors’ Remuneration
Report there were no PSP awards granted in 2023 and
therefore no awards were due to vest in 2025 for the
Executive Directors.
Long-term incentives in 2025
We reported last year that we intended to grant PSP
awards in 2025 based on earnings per share performance
assessed over the three-year period 2025 to 2027.
As the year progressed, it became clear that setting
appropriate targets for the awards was challenging given
the economic environment. Therefore, taking into account
overall performance and with the agreement of the
Executive Directors, the decisions was taken not to grant
PSP awards in 2025.
Executive Directors’ salaries and
Non-Executive Directors’ fees
As reported last year, no changes were made to the
Executive Directors’ salaries for 2025 and the salaries that
applied in 2025 are as set out in the “Remuneration at a
glance” summary. There will be no change to Executive
Directors’ salaries in 2026.
There was similarly no change to the Non-Executive
Directors’ fees in 2025, which remained at the April
2023 levels. There will be no change to Non-Executive
Directors’ fees in 2026. The fees applying at the start of
2026 are set out below.
Director
Fee
Chair of the Board
£184,625
Non-Executive Director basic fee
£60,000
Audit or Remuneration Committee Chair fee
£13,000
Senior Independent Director fee
£13,000
Fee for holding the position of designated
Non-Executive Director for engagement with
the workforce
£7,000
Variable pay in 2026
The maximum bonus will remain 120% of salary and the
performance measures and weightings for 2026 will be
as follows:
•
Adjusted profit before tax: up to 40% of salary
•
Consultant revenue: up to 40% of salary
•
Employee engagement and satisfaction: up to 10%
of salary
•
US Consultant headcount: up to 10% of salary
•
Consultants deployed on AI-related client projects: up
to 10% of salary
•
EcoVadis rating: up to 10% of salary
The targets are commercially sensitive and further
information will be disclosed in the 2026 Directors’
Remuneration Report.
PSP awards to be granted to the Executive Directors
will be subject to performance conditions based on
FDM’s earnings per share assessed over a three-
year performance period commencing with 2026.
Details of the performance conditions and targets
will be announced when the awards are granted,
in addition to being included in the 2026 Directors’
Remuneration Report.
109
Financial Statements
Governance
Strategic Report
In line with FDM’s usual practice, it is proposed that each
Executive Director will receive an award over the same
number of shares. The number of shares will have a value
not exceeding 100% of the lowest Executive Director’s
annual salary. Performance conditions will be based on
FDM’s earnings per share assessed over a three-year
period commencing with 2026.
Other participants in the long-term incentive arrangement
will be granted restricted stock awards, with vesting
subject to the satisfaction of one or more underpins.
Following a review of the Group’s staff incentives policy,
in September 2025 the Board decided to close the all-
employee Buy-As-You-Earn Plan. In line with the plan
rules, approved by shareholders, the closure resulted
in the award of Matching Shares to all participating
employees, including the participating Executive
Directors, the value of which is included in this year’s
Directors’ Remuneration Report. When the time is right
the Board and Committee will reconsider whether there is
an alternative all-employee incentive scheme which can
replace the Buy-As-You-Earn Plan and which might be
more appropriate for our business and culture.
Our current Directors’ Remuneration Policy was approved
at the 2024 AGM. In line with the usual timetable, we will
be seeking shareholder approval for a new Policy at the
2027 AGM. During the course of 2026 the Committee will
review the full Policy to ensure it remains aligned with
our ongoing strategy. We will engage with shareholders
in relation to our proposed approach in advance of the
publication of the 2026 Directors’ Remuneration Report.
The Committee and the Board remain committed to
a responsible approach to executive pay, and believe
the Policy operated as intended during 2025. I and
the other members of the Committee appreciated the
strong support shown by shareholders at the AGM, with
over 99% of votes cast in favour of the 2024 Directors’
Remuneration Report. We recognise the importance of
engagement with shareholders in relation to executive
remuneration and I will be pleased to answer any
questions you may have on our approach, including at
the 2026 AGM where we will be available to discuss this
report with shareholders. We hope that we continue to
receive your support at the AGM.
Rowena Murray
Chair of the Remuneration Committee
17 March 2026
Directors’ Remuneration Report
continued
110
FDM Group (Holdings) plc
Annual Report and Accounts 2025
Stakeholder engagement
The Committee recognises the importance of
engagement with our stakeholders in relation to
executive remuneration.
We have an established investor relations function, the
work of which is discussed in the Corporate Governance
Report. Additional engagement takes place with investors
during years when a new remuneration policy is to be
put to shareholders for approval, or when the Committee
is seeking feedback on any other more significant
matters concerning executive remuneration. Executive
remuneration is always a topic available for discussion
in any of the meetings forming part of our more general
programme of shareholder engagement. Feedback from
investors is taken into account in finalising our approach
to executive remuneration.
As in previous years, the Committee did not formally
consult with employees in relation to executive
remuneration and executive remuneration was not
raised as a priority by employees with whom the Board
engaged throughout the year (including in the employee
engagement sessions carried out by Jacqueline de
Rojas, the Non-Executive Director with responsibility
for ensuring that the voices of our employees are heard
at Board level). However, as noted above, elements of
the principles underpinning Executive Directors’ bonus
metrics are being cascaded down to managers in the
organisation. Members of the Committee, as well as
Executive Directors and the Company Secretary, engage
with the relevant managers to explain the rationale for
this approach, how Executive Director remuneration and
wider workforce remuneration are aligned in this regard,
and how these arrangements align remuneration with
the interests of shareholders and the overall strategy.
In addition, the Board engaged with senior managers
across the business to invite their feedback into a wider
SWOT analysis which will support the Board’s ongoing
strategic discussions. That exercise generated feedback
from many of those senior managers on the topic of
wider-workforce remuneration, and the Committee took
those views into account when determining the approach
to Executive remuneration in respect of the 2026
financial year.
111
Financial Statements
Governance
Strategic Report
Annual Report on Remuneration
Audited Section
The Audited Section of this report comprises only the following sections:
•
Single figure table
•
Annual bonus for 2025
•
Strategic measures
•
Long-term incentives vesting in respect of 2025
•
Payments to former Directors
•
Payments for loss of office
•
Directors’ shareholdings and share interests
•
Performance Share Plan awards and deferred bonus shares awarded in 2025
Single figure table
The table below details the total remuneration receivable by each Director for the financial years ended
31 December 2025 and 31 December 2024. Where necessary, further explanation of the values provided
is included in the notes to the table or the additional information that follows it.
The figures in the single figure table are derived from the following:
Salary and fees
The total salaries and fees paid in respect of the year.
Benefits
The value of benefits received in the year, comprising private medical insurance and car
allowance and, in the case of Roderick Flavell, Sheila Flavell and Michael McLaren, the value of
matching shares awarded under the Buy As You Earn (“BAYE”) Plan.
Annual bonus
The value of the bonuses earned in respect of the year.
Long-term incentives
The value of the Executive Directors’ long-term incentives vesting by reference to performance
in the relevant year (albeit no long-term incentives vested in 2025).
Pension
The cash value of a salary supplement paid to the Executive Director in lieu of company pension
contributions to the Company’s defined contribution scheme. No Director participates in a
defined benefit pension arrangement in respect of their service with FDM.
Directors’ Remuneration Report
continued
112
FDM Group (Holdings) plc
Annual Report and Accounts 2025
Single figure table
continued
Salary
and fees
£000
Benefits
1
£000
Annual
bonus
£000
Long-term
incentives
£000
Pension
£000
Total
£000
Total
fixed
£000
Total
variable
£000
Executive Directors
Rod Flavell
2025
527.5
32.4
147.7
–
18.0
725.6
577.9
147.7
2024
527.5
20.0
208.4
–
18.2
774.1
565.7
208.4
Sheila Flavell
2025
360.8
27.5
101.0
–
12.3
501.6
400.6
101.0
2024
360.8
14.2
142.5
–
12.4
529.9
387.4
142.5
Mike McLaren
2025
360.8
23.1
101.0
–
12.3
497.2
396.2
101.0
2024
360.8
15.5
142.5
–
12.4
531.2
388.7
142.5
Andy Brown
2025
360.8
14.9
101.0
–
12.3
489.0
388.0
101.0
2024
360.8
14.1
142.5
–
12.4
529.8
387.3
142.5
Non-Executive Directors
David Lister
2
2025
106.4
–
–
–
–
106.4
106.4
–
2024
184.6
–
–
–
–
184.6
184.6
–
Alan Kinnear
3
2025
120.3
–
–
–
–
120.3
120.3
–
2024
73.0
–
–
–
–
73.0
73.0
–
Michelle Senecal
de Fonseca
4
2025
13.1
–
–
–
–
13.1
13.1
–
2024
60.0
–
–
–
–
60.0
60.0
–
Jacqueline de Rojas
2025
80.0
–
–
–
–
80.0
80.0
–
2024
75.2
–
–
–
–
75.2
75.2
–
Rowena Murray
5
2025
78.5
–
–
–
–
78.5
78.5
–
2024
68.2
–
–
–
–
68.2
68.2
–
Bruce Lee
6
2025
47.1
4.2
–
–
–
51.3
51.3
–
2024
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
1
Benefits includes the value of matching shares awarded under the BAYE Plan. For 2025, the amounts were; Roderick Flavell (£12,036), Sheila Flavell
(£12,879) and Michael McLaren (£7,251).
2
David Lister retired from the Board on 30 July 2025.
3
Alan Kinnear succeeded David Lister as Chair of the Board with effect from 30 July 2025. The remuneration in the table includes the amounts paid to him in
his roles as a Non-Executive Director and as Chair of the Board.
4
Michelle Senecal de Fonseca retired from the Board on 19 March 2025.
5
Rowena Murray was appointed as Chair of the Audit Committee with effect from 30 July 2025. The remuneration in the table includes the amounts paid to
her in her roles as a Non-Executive Director, and as Chair of the Audit and Remuneration Committees.
6
Bruce Lee was appointed as a Non-Executive Director of the Company on 19 March 2025.
113
Financial Statements
Governance
Strategic Report
Annual bonus for 2025
As described in the Committee Chair’s statement on page 108 each Executive Director earned a bonus of 28% of salary
for 2025, out of a maximum of 120% of salary. Details of the performance against the applicable targets is set out
below.
While the Remuneration Policy permits a payment of 20% of the maximum payable upon achieving a threshold level
of performance, the Committee decided not to set such a target for any element of the available bonus.
Weighting
Threshold
(20% of
maximum
payable)
Base target
(50% of
maximum
payable)
Stretch
target (100%
of maximum
payable)
Actual
performance
Bonus
earned
(percentage
of maximum
payable)
Adjusted profit before tax
33.33%
(40% of salary)
n/a
£22.8m
£27.4m
£13.7m
–%
Consultant revenue
33.33%
(40% of salary)
n/a
£215.9m
£237.5m
£177.7m
–%
Employee engagement and
satisfaction
8.33%
(10% of salary)
Performance for these elements was
assessed by reference to the achievements
delivered in the year relative to the measures,
as described below.
50%
Client base diversification
8.33%
(10% of salary)
60%
Re-opening dormant clients
8.33%
(10% of salary)
70%
Sustainability
8.33%
(10% of salary)
100%
Strategic measures
The achievements in respect of the strategic measures are described below.
Strategic measure
Achievements
Employee
engagement and
satisfaction
Achievement in respect of this measure was based on responses to survey questions asked of
internal staff and Consultants about recommending FDM as a place to work, career progression,
and providing opportunities for learning and development. Each of the four results accounted for
2.5% of the 10% weighting achievable for this measure.
The targets for each question were based on an average of the scores achieved across the
responses in the survey.
The target level for the average scores was achieved for two of the four questions; a more
granular description of the outturn is not given as the Committee considers the details to be
commercially sensitive. This resulted in a bonus achievement of 5% of salary (50% of the maximum
bonus available for this metric).
Client base
diversification
Achievement in respect of this measure was based on the number of new clients with whom
Consultants were placed in sectors outside the Group’s core financial services client base,
with both a base target and a stretch target set. The target numbers and sector details are not
disclosed as they are commercially sensitive and would give competitors insight into our strategy
and plans.
The number of new clients outside the financial services sector was between the base target and the
stretch target; a more granular description of the outturn is not given as the Committee considers the
details to be commercially sensitive. The bonus achievement for the client-base diversification metric
was therefore 6% of salary (60% of the maximum bonus available for this metric).
Directors’ Remuneration Report
continued
114
FDM Group (Holdings) plc
Annual Report and Accounts 2025
Strategic measure
Achievements
Re-opening
dormant clients
Achievement in respect of this measure was based on the number of clients with whom
Consultants were placed where the client in question had been dormant (i.e. zero Consultants
placed) for at least six months, with both a base target and a stretch target set. The target
numbers are not disclosed as they are commercially sensitive and would give competitors insight
into our strategy and plans.
The number of dormant clients where Consultants were placed was between the base target
and the stretch target; a more granular description of the outturn is not given as the Committee
considers the details to be commercially sensitive. The bonus achievement for this metric was
therefore 7% of salary (70% of the maximum bonus available for this metric).
Sustainability
Achievement in respect of this measure was based on the Group’s score awarded in 2025 by
the EcoVadis sustainability rating platform. EcoVadis provides an independent rating across four
pillars: Environment; Labour and Human Rights; Ethics; and Sustainable Procurement, enabling
FDM Group to report on performance to current and potential clients, and to improve and track
sustainability performance over time.
The target was to achieve a rating of:
•
48 (base target); or
•
56 or higher (stretch target).
The Group achieved a rating of 58, which exceeded the stretch target. The bonus achievement for
the Sustainability metric was therefore 10% of salary (100% of the maximum bonus available for
this metric). This score represents a significant improvement over the 2024 rating of 50.
Accordingly, each Executive Director earned a bonus equal to 28% of their salary in respect of 2025, which will be paid
in cash and deferred shares as set out below.
Executive Director
Bonus earned
Bonus paid in cash
Bonus to be deferred
into shares
Rod Flavell
£147,700
£123,083
£24,617
Sheila Flavell
£101,027
£84,189
£16,838
Andy Brown
£101,027
£84,189
£16,838
Mike McLaren
£101,027
£84,189
£16,838
The deferred shares will ordinarily only be released after two years. They are not subject to any further performance
condition. They may be subject to clawback in the event of fraud, dishonesty leading to a material misstatement
of financial results, serious reputational damage, or material corporate failure or cessation of employment due to
summary dismissal or resignation to join or establish a competing business.
115
Financial Statements
Governance
Strategic Report
Long-term incentive awards vesting in respect of 2025
There were no long-term incentive awards granted to Executive Directors capable of vesting by reference
to performance in 2025.
Payment to former Directors
During the year, no payments were made to any former Director of the Company.
Payment for loss of office
During the year, no payments were made in respect of loss of office (no Director having left the Board during the year
other than David Lister and Michelle Senecal de Fonesca on their retirement).
Directors’ shareholding and share interests
The Company’s formal shareholding guideline for Executive Directors is that each Executive Director should hold
shares with a value equal to at least 200% of salary. With the exception of Mike McLaren, the current Executive
Directors have shareholdings with values significantly in excess of this guideline, reflecting the Company’s historic
culture of share ownership and entrepreneurialism. Mike McLaren’s shareholding increased during the year, but its
value is slightly below the guideline level at 190% of salary, reflecting the reduction in the share price during 2025.
The interests as at 31 December 2025 (or, if earlier, the date of retirement from the Board) were as follows:
Ordinary shares as at
31 December 2025
(or, if earlier, the date
of retirement
from the Board)
Number
1
Ordinary shares
value as at
31 December 2025
(or, if earlier, the
date of retirement
from the Board)
£000
2
Value
(multiple of
base salary
3
)
Executive Directors
Rod Flavell
7,419,729
9,942
18.8
Sheila Flavell
7,410,097
9,930
27.5
Mike McLaren
512,153
686
1.9
Andy Brown
4,048,913
5,426
15.0
Non-Executive Directors
David Lister
–
4
–
–
Michelle Senecal de Fonseca
5,459
4
14
0.2
Alan Kinnear
–
–
–
Jacqueline de Rojas
–
–
–
Rowena Murray
–
–
–
Bruce Lee
8,000
11
0.2
1
Including interests in shares acquired pursuant to bonus deferral arrangements, and the net of assumed tax number of shares subject to any PSP awards
which are in a holding period. Further information in relation to the bonus deferral shares and PSP award shares is set out in the separate tables below.
The interests include the interests of persons closely associated with the Director, other than in the case of Rod Flavell and Sheila Flavell whose interests
are reported separately, and in respect of whom shares held by a company which they own in equal proportions are attributed equally to each of them.
2
Calculated based on the closing share price of £1.34 on 31 December 2025 (or, in the case of Michelle Senecal de Fonesca and David Lister, the closing
share price on the date on which they retired from the Board (being £2.56 on 19 March 2025 and £1.24 on 30 July 2025 respectively).
3
Calculated on base salary and fees as at 31 December 2025 (or, in the case of David Lister and Michelle Senecal de Fonesca, as at 30 July 2025 and
19 March 2025 respectively being the date on which they retired from the Board).
4
The number of shares is stated as at 19 March 2025 or 30 July 2025 respectively, being the date on which Michelle Senecal de Fonesca and David Lister
respectively retired from the Board.
There have been no changes in the above Directors’ shareholding and share interests between 31 December 2025
and the date of this report.
Directors’ Remuneration Report
continued
116
FDM Group (Holdings) plc
Annual Report and Accounts 2025
Each Executive Director is the beneficial owner of shares acquired as part of the bonus deferral arrangements, as set
out in the following table:
Executive Director
Number of
shares subject
to bonus deferral
arrangements at
1 January 2025
Number of
shares subject
to bonus deferral
arrangements
acquired in 2025
Number of
shares for
which the
deferral period ended
during 2025
Number of
shares subject
to bonus deferral
arrangements at
31 December 2025
Rod Flavell
9,551
8,163
(6,684)
11,030
Sheila Flavell
6,834
5,583
(4,799)
7,618
Mike McLaren
6,568
5,380
(4,607)
7,341
Andy Brown
6,585
5,380
(4,624)
7,341
Each Executive Director also holds awards under the Company’s PSP as set out below. Each Executive Director holds
the same awards.
Date of award
Number at
1 January
2025
Granted in
2025
Lapsed in
2025
Exercised in
2025
Number at
31 December
2025
Status
30 December 2020
29,000
–
–
29,000
2
–
Exercised
11 September 2024
75,000
–
–
–
75,000
Unvested and subject to
performance condition
1
1
The awards granted in September 2024 are subject to a performance condition based wholly on the adjusted EPS at the end of a three-year performance
period (2024 – 2026), details of which are set out in the 2024 Directors’ Remuneration Report.
2
The options were exercised on 3 June 2025. The share price on that day was £2.255. Rod Flavell and Sheila Flavell received 4,049 shares each and
Andy Brown and Mike McLaren received 3,902 shares each as dividend equivalents over the holding period of the PSP awards.
Performance Share Plan awards granted in 2025
As noted in the Chair’s statement on page 112, there were no PSP awards granted to Executive Directors in 2025.
Approach to Directors’ remuneration for 2026
Base salary and fees
Executive Director and NED increases are not yet finalised, but any increase will be in line with or below the average
rate for the wider workforce and will apply from 1 April 2026.
Annual bonus and long-term incentives for 2026
The maximum annual bonus opportunity for all Executive Directors for 2026 is 120% of salary, as set out in the
statement from the Chair of the Committee on page 112. Information in relation to the performance measures,
weightings and approach to deferral is also set out in that statement.
The Committee proposes to grant awards under the PSP in respect of 2026, as discussed in the statement from
the Committee Chair.
117
Financial Statements
Governance
Strategic Report
Performance graph and historical Chief Executive Officer remuneration outcomes
The graph below shows the Company’s Total Shareholder Return (“TSR”) performance over the period of ten
years ending with 2025, compared with the FTSE Small Cap Index and the FTSE 250 Index. FDM is currently a
constituent of the FTSE Small Cap Index, but was a constituent of the FTSE 250 Index for a significant proportion
of the 10-year period.
Total shareholder return (rebased to 100)
150
Dec
2015
Jun
2016
Dec
2016
Jun
2017
Dec
2017
Jun
2018
Dec
2018
Jun
2019
Dec
2019
Jun
2020
Dec
2020
Dec
2021
Jun
2021
Dec
2022
Jun
2022
Dec
2024
Jun
2024
Dec
2025
Jun
2025
Dec
2023
Jun
2023
300
100
50
0
200
250
FDM
FTSE 250
FTSE SmallCap
The table below details the total remuneration, annual bonus and LTIP vesting (as a percentage of the maximum
opportunity) for the Chief Executive Officer (“CEO”) for the last ten years.
2016
2017
2018
2019
2020
2021
2022
2023
2024
2025
Total remuneration (£000)
764.5
1,134.1
995.0
802.0
750.5
982.5 1,294.9
701.5
774.1
725.6
Annual bonus as a % of maximum
opportunity
100%
80%
58%
50%
65%
94%
88%
22.9%
32.9%
23.3%
Long-term incentives as a % of
maximum opportunity
n/a
100%
100%
100%
0%
0%
100%
0%
0%
n/a
Change in Directors’ remuneration in relation to the wider workforce
The table below shows the percentage change in each Director’s salary/ fees, benefits and annual bonus between
consecutive financial years since 2019. The applicable regulations require us to show the average change in the same
elements of remuneration for the employees of FDM Group (Holdings) plc on a full-time equivalent
(“FTE”) basis.
FDM Group (Holdings) plc has no employees other than the Directors. Accordingly, in order to provide a meaningful
comparison, we have shown the change based on a wider workforce comparator group which, consistent with
previous years, includes all UK employees other than Consultants. Notes in relation to changes for previous years can
be found in the Remuneration Report for the year in question.
The increase in taxable benefits in 2024-2025 for Roderick Flavell, Sheila Flavell and Michael McLaren reflects the
impact from the value of matching shares awarded under the BAYE Plan (see the single figure table on page 118).
For the wider workforce in 2024-2025:
•
The increase of 4.2% in salary/ fees reflects pay rises that were awarded in 2024 and 2025.
•
The increase of 418.3% in taxable benefits reflects the impact from the value of matching shares awarded under the
BAYE Plan and a higher number of long-service awards issued in 2025 (of which the total cost was under £50,000).
Directors’ Remuneration Report
continued
118
FDM Group (Holdings) plc
Annual Report and Accounts 2025
Wider
workforce
Rod
Flavell
Sheila
Flavell
Mike
McLaren
Andy
Brown
David
Lister
1
Alan
Kinnear
3
Michelle
Senecal de
Fonseca
1
Jacqueline
de Rojas
3
Rowena
Murray
3
Bruce
Lee
2
Salary/
fees
2024 – 2025
4.2%
0.0%
0.0%
0.0%
0.0%
0.0%
64.8%
0.0%
6.4%
15.1%
n/a
2023 – 2024
4.1%
1.3%
1.3%
1.3%
1.3%
1.3%
1.2%
1.2%
14.5%
13.7%
n/a
2022 – 2023
9.6%
6.2%
5.0%
5.4%
5.0%
4.8%
4.6%
5.0%
6.8%
n/a
n/a
2021 – 2022
11.5%
9.8%
5.1%
6.9%
5.1%
2.2%
5.7%
5.0%
7.0%
n/a
n/a
2020 – 2021
9.0%
10.3%
7.4%
9.4%
7.4%
0%
15.0%
7.6%
15.0%
n/a
n/a
Annual
bonus
2024 – 2025
-32.8%
-29.1%
-29.1%
-29.1%
-29.1%
n/a
n/a
n/a
n/a
n/a
n/a
2023 – 2024
-6.8%
45.5%
45.6%
45.6%
45.6%
n/a
n/a
n/a
n/a
n/a
n/a
2022 – 2023
-33.1% -72.4%
-72.7% -72.6%
-72.7%
n/a
n/a
n/a
n/a
n/a
n/a
2021 – 2022
4.2%
3.5%
-1.0%
0.7%
-1.0%
n/a
n/a
n/a
n/a
n/a
n/a
2020 – 2021
57.8%
59.2%
55.0%
57.8%
55.0%
n/a
n/a
n/a
n/a
n/a
n/a
Taxable
benefits
2024 – 2025
418.3%
62.0%
93.7%
49.0%
5.7%
n/a
n/a
n/a
n/a
n/a
n/a
2023 – 2024
85.8%
1.5%
2.2%
4.7%
1.4%
n/a
n/a
n/a
n/a
n/a
n/a
2022 – 2023
-28.3%
0.5%
1.5%
0.7%
0.7%
n/a
n/a
n/a
n/a
n/a
n/a
2021 – 2022
12.1%
0.0%
1.5%
-0.7%
1.5%
n/a
n/a
n/a
n/a
n/a
n/a
2020 – 2021
-6.8%
-4.4%
0.0%
-1.3%
-0.7%
n/a
n/a
n/a
n/a
n/a
n/a
1
David Lister and Michelle Senecal de Fonseca retired from the Board on 30 July 2025 and 19 March 2025 respectively. In order to provide a meaningful
comparison, their remuneration for 2025 has been annualised.
2
Bruce Lee was appointed to the Board on 19 March 2025 and, accordingly, there is no change to show in relation to his fees.
3
The following appointments were made: Alan Kinnear – Chair of the Board on 30 July 2025; Rowena Murray – Chair of Audit Committee on the same date;
and Jacqueline de Rojas – Senior Independent Director on 14 May 2024. The increases in remuneration for these Non-Executive Directors reflect their
expanded roles from those dates.
CEO pay ratio
The following table sets out the ratio of the CEO’s total remuneration in respect of the 2025 financial year (taken from
the single figure table on page 113) to the 25th percentile, 50th percentile (i.e. the median
) and the 75th percentile
FTE of the Company’s UK employees. In line with the applicable regulations, the corresponding ratios for each year
since 2018 are also included. For consistency with the “change in CEO remuneration in relation to the wider workforce”
disclosure, the table below also provides the same ratio in respect of the Company’s UK FTE employees excluding
Consultants. This reflects the fact that Consultants’ remuneration is not subject to the same annual review process as
the rest of the UK workforce.
25th percentile pay ratio
Median pay ratio
75th percentile pay ratio
Year
Method
Including
Consultants
Excluding
Consultants
Including
Consultants
Excluding
Consultants
Including
Consultants
Excluding
Consultants
2018
Option A
43:1
36:1
40:1
23:1
31:1
14:1
2019
Option A
32:1
27:1
29:1
19:1
21:1
13:1
2020
Option A
28:1
29:1
22:1
19:1
17:1
14:1
2021
Option A
42:1
35:1
34:1
23:1
25:1
17:1
2022
Option A
54:1
46:1
49:1
33:1
34:1
20:1
2023
Option A
27:1
24:1
25:1
17:1
18:1
12:1
2024
Option A
29:1
26:1
22:1
19:1
18:1
13:1
2025
Option A
23:1
22:1
17:1
16:1
14:1
10:1
119
Financial Statements
Governance
Strategic Report
The Company adopted “Option A” in the regulations for the purposes of calculating the pay ratios as it considers this
to be the most accurate method. Remuneration for other employees for the purposes of the calculations was as at 31
December in each year. In calculating the ratio for all UK employees in the above table, the Company has determined
the total FTE remuneration for all its UK employees for the financial year and has then ranked those employees based
on their total FTE remuneration from low to high. The employees whose remuneration places them at the 25th, 50th
(median) and 75th percentile points in this ranking have then been identified. Consultants were then excluded, and the
process was repeated to calculate the ratio for all UK employees excluding Consultants.
In line with the applicable regulations, we have set out below for the same employee percentiles (and for the CEO) their
total remuneration for each relevant year and the salary component of that remuneration.
Year
CEO total
remuneration
(salary
component
of total
remuneration)
25th percentile employee total
remuneration (salary component
of total remuneration)
Median employee total
remuneration (salary component
of total remuneration)
75th percentile employee total
remuneration (salary component
of total remuneration)
Including
Consultants
Excluding
Consultants
Including
Consultants
Excluding
Consultants
Including
Consultants
Excluding
Consultants
2018
£995,000
(£395,100)
£23,015
(£19,500)
£27,627
(£25,838)
£24,722
(£ 19,500)
£43,596
(£41,349)
£32,157
(£23,902)
£72,100
(£48,500)
2019
£801,968
(£404,250)
£24,911
(£20,000)
£29,682
(£24,982)
£27,339
(£20,000)
£42,150
(£36,000)
£37,305
(£20,000)
£63,498
(£55,000)
2020
£750,509
(£404,250)
£27,210
(£24,750)
£26,037
(£25,638)
£34,775
(£20,000)
£39,089
(£25,000)
£44,483
(£20,000)
£53,280
(£49,115)
2021
£982,538
(£446,062)
£23,607
(£20,000)
£28,100
(£25,500)
£28,765
(£20,000)
£42,970
(£35,870)
£39,779
(£20,000)
£57,500
(£50,000)
2022
£1,294,894
(£490,000)
£23,902
(£23,417)
£28,173
(£26,173)
£26,626
(£25,636)
£39,643
(£31,333)
£37,641
(£26,250)
£63,448
(£48,006)
2023
£701,525
(£520,625)
£25,886
(£25,886)
£29,000
(£29,000)
£28,585
(£28,585)
£42,200
(£40,000)
£39,538
(£39,538)
£60,374
(£31,000)
2024
£774,054
(£527,500)
£27,113
(£27,113)
£30,880
(£25,458)
£35,745
(£35,000)
£42,289
(£40,000)
£44,934
(£33,948)
£60,403
(£49,350)
2025
£725,637
(£527,500)
£31,223
(£27,572)
£32,630
(£32,000)
£41,868
(£35,000)
£45,938
(£45,938)
£53,036
(£38,000)
£73,722
(£65,000)
A significant proportion of the Executive Directors’ remuneration is performance-related. The ratios will therefore
vary depending upon the extent to which performance conditions are satisfied and the Executive Directors’
performance-related remuneration is earned. The Committee considers that the median ratio for 2025 is consistent
with the pay, reward and progression policies for employees as a whole.
Directors’ Remuneration Report
continued
120
FDM Group (Holdings) plc
Annual Report and Accounts 2025
Spend on pay
The following table sets out the percentage change in dividends paid and the overall expenditure on pay (as a whole
across the organisation).
Year ended
31 December 2025
£000
Year ended
31 December 2024
£000
Percentage
change
Total dividends paid
20,273
31,677
-36%
Overall expenditure on pay to employees
145,828
207,781
-30%
Shareholder approval of our Directors’ Remuneration Policy and Directors’ Remuneration Report
The Company’s Directors’ Remuneration Policy and the Company’s 2024 Directors’ Remuneration Report were
approved at the AGM held on 14 May 2024 and 20 May 2025 respectively. The results of the votes are set out below:
Resolution
Votes for
% of votes for
Votes against
% of votes against
Votes withheld
Approve the Directors’
Remuneration Policy
94,914,220
96.81%
3,123,822
3.19%
621
Approve the Directors’
Remuneration Report
92,941,278
99.37%
585,917
0.63%
1,072,666
Membership of and Advisors to the Remuneration Committee
During the financial year the Committee’s membership was Rowena Murray (Chair), Michelle Senecal de Fonseca
(until her resignation from the Board on 19 March 2025), Bruce Lee (with effect from his appointment to the Board
on 19 March 2025), Jacqueline de Rojas (with effect from 30 July 2025) and Alan Kinnear (until his appointment as
Chair of the Board on 30 July 2025).
During the financial year, the Committee received independent advice from Deloitte LLP (“Deloitte”), which was
appointed by the Committee, in relation to the Committee’s consideration of matters relating to Directors’ remuneration.
Deloitte was appointed in 2014 following a formal tender process. Fees for advice provided to the Remuneration
Committee during the year were £14,200. Fees were charged on a time and disbursements basis.
Deloitte is a member of the Remuneration Consultants Group and voluntarily operates under its code of conduct in
its dealings with the Remuneration Committee.
Deloitte also provides advice to the Group on the operation of its employee share plans and employee benefit trust.
The Committee took this work into account as part of its ongoing review of the appointment of Deloitte and, due to
the nature and extent of the work performed, concluded that it did not impair Deloitte’s ability to advise the Committee
objectively and free from influence. Accordingly, it is the view of the Committee that the advice it receives from
Deloitte is objective and independent.
The Chair of the Board, Chief Executive Officer and other members of the executive management attend the
Committee by invitation to provide input, but no Executive Director or other member of management is present
when his or her own remuneration is discussed. Details of individual attendances by Directors at the Remuneration
Committee meetings during 2025 are set out on page
80
in the Corporate Governance Report.
121
Financial Statements
Governance
Strategic Report
Directors’ Remuneration Policy
The Company’s Directors’ Remuneration Policy was approved by shareholders at the AGM held on 14 May 2024. Since
we are not seeking approval for a revised policy at the 2026 AGM, we have set out below just the “policy tables”, but
with certain date-specific references updated and information on service agreements amended to reflect changes
to the Board. During 2025, the Buy As You Earn Plan, which is referred to in the policy tables below, was closed with
all pending matches accelerated and awarded during 2025. The full policy as approved at the 2024 AGM is available
on the Company’s website at:
https://www.fdmgroup.com/wp-content/uploads/2024/05/FDM
-Remuneration
-
Policy-2024.pdf
Executive Directors
Purpose and link
to strategy
Operation
Maximum opportunity
Performance measures
Base salary
Core element of
fixed remuneration
to reflect the
individual’s role
and experience as
part of a broadly
market competitive
total remuneration
package, to enable
the Group to recruit
and maintain the
required skills and
expertise to enable
it to achieve its
strategy.
Salary levels are determined taking into
account a range of factors, which may
include (but are not limited to):
•
Underlying Group performance;
•
The size and scope of the Executive
Director’s role and responsibilities;
•
The Executive Director’s skill, experience
and performance;
•
Salary levels for equivalent roles at other
listed companies of a similar size and/ or
complexity to the Group; and
•
Pay and conditions elsewhere in the
Group.
While there is no maximum
salary level, salary increases
will normally be within or below
the range of increases awarded
to the wider workforce in
percentage of salary terms.
Higher salary increases may
be awarded in appropriate
circumstances including but
not limited to:
•
Where an Executive Director
has been promoted or has
had a change in scope or
responsibility;
•
To reflect an individual’s
development or performance
in role (e.g. a newly appointed
Executive Director being
moved to align with the market
over time); or
•
Where there has been a
change in the size and/ or
complexity of the business.
Such increases may be
implemented over such time
period as the Committee
deems appropriate.
Not applicable.
Benefits
To provide benefits
as part of a broadly
market competitive
total remuneration
package.
Executive Directors receive benefits set at
an appropriate level taking into account total
remuneration, market practice, the benefits
provided to other employees in the Group
and individual circumstances. Benefits
provided currently include car allowances
and private health insurance.
Other benefits may be provided based on
individual circumstances. These may include,
for example, relocation expenses and
expatriate allowances.
While the Committee has not
set an absolute maximum on
the level of benefits Executive
Directors may receive, the value
of benefits is set at a level which
the Committee considers to be
appropriately positioned taking
into account relevant market
levels based on the nature and
location of the role, the level
of benefits provided for other
employees in the Group and
individual circumstances.
Not applicable.
Retirement benefits
To provide an
appropriate level of
retirement benefit
(or cash allowance
equivalent) as part
of a broadly market
competitive total
remuneration package.
Executive Directors are eligible to participate
in a defined contribution pension plan.
Executive Directors may take a taxable
cash supplement instead of some or all
contributions to a pension plan.
Company pension contribution
(or cash allowance equivalent)
not exceeding the contribution
available to the majority of the
workforce, as determined by
the Committee (currently 4%
in the UK).
Not applicable.
Directors’ Remuneration Report
continued
122
FDM Group (Holdings) plc
Annual Report and Accounts 2025
Purpose and link
to strategy
Operation
Maximum opportunity
Performance measures
Annual bonus
Rewards Executive
Directors for
achieving financial,
strategic and/ or
individual targets in
the relevant year, to
provide an incentive
for achieving the
Group’s strategy.
Performance measures and targets are
reviewed annually and pay-out levels
are determined by the Committee after
the year end based on performance
against the targets. The Committee has
discretion to amend the pay-out including in
circumstances where any formulaic outcome
does not reflect the Committee’s assessment
of overall performance or is not considered
appropriate in the context of circumstances
that were unexpected or unforeseen at the
start of the relevant year.
Ordinarily, up to 33% of the bonus earned
will be deferred into an award of shares,
which shall be released following the end of
a two-year deferral period. The Committee
may require or permit the deferral of higher
levels of bonus. The Committee may pay the
whole of any bonus earned in cash where
the deferred amount would otherwise be
below £10,000.
Deferred bonus awards may take the form
of a nil or nominal cost option to acquire the
relevant shares following release, or as a
requirement to invest the after-tax portion
of the bonus into shares which must be
retained until release.
The Committee may award additional shares
in respect of deferred amounts to reflect
dividends that would have been paid on
the deferred award shares over the period
to their release; these dividend equivalents
may assume the reinvestment of dividends
into Company shares on such basis as the
Committee determines.
Recovery
Recovery provisions apply as summarised
below the table.
Maximum annual bonus
opportunity for Executive
Directors is 150% of base
salary.
Performance measures and
targets are set annually
reflecting the Group’s strategy
and aligned with key financial,
strategic and/ or individual
targets.
For financial measures,
subject to the Committee’s
discretion to override
formulaic outturns, pay-out
of up to 20% of maximum for
threshold performance (the
minimum level of performance
resulting in any payment),
50% of maximum for on-target
performance and full pay-
out for stretch performance.
There is ordinarily straight-line
vesting between each of the
points.
For non-financial measures,
a vesting schedule may apply
on a similar basis to that
described above for financial
measures. Alternatively, the
pay-out will be determined
by the Committee between
0% and 100% based on its
assessment of the extent to
which the measure has been
achieved.
At least 50% of the bonus
will be assessed against
key financial performance
measures which may
include revenue, pre-tax
profit or other key financial
performance metrics of the
Company. Any balance of
the bonus may be assessed
against non-financial strategic
measures and/ or individual
performance.
Buy As You Earn (“BAYE”) Plan
To create staff
alignment with
the Group and
encourage share
ownership.
Participants may acquire up to £12,000 of
shares in respect of a year from their after-
tax remuneration (“Purchased Shares”).
Provided the Purchased Shares are retained
in the plan and subject, ordinarily, to
continued employment, additional “Matching
Shares” are awarded on the basis of a 1 for
3 match following the end of each of the
first, third and fifth years following the year
in respect of which the purchased shares
were acquired. For example, if 900 shares
are purchased by a participant in respect
of 2025, they will receive an additional 300
Matching Shares following the end of each
of 2026, 2028 and 2030 (giving a total of
900 Matching Shares against the 900 shares
purchased in 2025).
Recovery
Recovery provisions apply to Matching
Shares as summarised below the table.
Maximum value of Purchased
Shares that may be acquired in
respect of any year is £12,000.
The maximum ratio of
Matching Shares to Purchased
Shares is as described in the
“Operation” column.
Not subject to performance
measures, in line with typical
market practice.
123
Financial Statements
Governance
Strategic Report
Purpose and link
to strategy
Operation
Maximum opportunity
Performance measures
Performance Share Plan (“PSP”)
To incentivise
Executive Directors
over the longer
term, and to deliver
performance-
related pay, with a
clear line of sight
for Executives and
direct alignment
with shareholders’
interests.
Awards under the PSP will typically be
granted as a conditional award or the grant
of a nil or nominal cost option, in either
case vesting subject to the achievement of
specified performance conditions, over a
period of at least three years.
The Committee has discretion to adjust
the formulaic vesting outturn including
in circumstances where the formulaic
outcome does not reflect the Committee’s
assessment of overall performance, or is
not considered appropriate in the context
of circumstances that were unexpected or
unforeseen at the date of grant.
Awards are granted subject to a holding
period of two years beginning on the
vesting date either on the basis that they
will not ordinarily be released (so that the
participant is entitled to acquire the shares)
until the end of that period or on the basis
that the participant is entitled to acquire
shares following the assessment of the
applicable performance condition but that
(other than as regards sales to cover tax
liabilities) the award is not released (so that
the participant is able to dispose of those
shares) until the end of the holding period.
Awards under the PSP may include the
right to receive additional shares to reflect
dividends paid over the vesting period
and/ or the holding period; these dividend
equivalents may assume the reinvestment
of dividends into Company shares on such
basis as the Committee determines.
The Committee may at its discretion
structure awards as Approved Performance
Share Plan (“APSP”) awards comprising
both a tax-favoured option with a per share
exercise price equal to the market value of a
share when the option is granted and a PSP
award. APSP awards enable an Executive
Director and the Company to benefit from
tax-favoured option treatment in respect
of part of the award without increasing the
pre-tax value delivered to participants.
APSP awards would be structured as either:
(1) a tax-favoured option and a PSP award,
with the vesting of the PSP award scaled
back to take account of any gain made on
exercise of the tax-favoured option; or (2)
a tax favoured option, PSP award over a
reduced number of shares and separate PSP
award which is to fund the exercise price of
the tax-favoured option. The provisions of
this policy will apply to a tax-favoured option
with any amendments necessary to take
account of the applicable legislation. Other
than to enable the grant of APSP awards,
the Company will not grant market value
options to Executive Directors.
Recovery
Recovery provisions apply as summarised
below the table.
The usual maximum award level
under the PSP in respect of
any financial year for Executive
Directors is awards over shares
with a value of 150% of salary.
The Committee has discretion
to grant awards under the PSP
in respect of any financial year
for Executive Directors up to a
maximum of 200% of salary.
The Committee may at its
discretion structure awards
as Approved Performance
Share Plan (“APSP”) awards as
described in the “Operation”
column. Reflecting the
interaction between the
tax-favoured option and the
PSP award, the shares subject
to the tax-favoured option are
not taken into account when
assessing these limits in order
to avoid double counting.
Performance will be
assessed against challenging
performance targets.
Performance will be based
typically on financial
measures including, but not
limited to, EPS.
Awards will also be subject to
a financial underpin such that
PSP awards will only vest if
the Committee is satisfied
with the overall performance
of the Company.
Performance measures (and
their weighting where there
is more than one measure)
are reviewed annually to
maintain appropriateness and
relevance.
Subject to the Committee’s
discretion to override
formulaic outturns, for
threshold performance up
to 25% of the award will
vest, rising to 100% of the
award vesting for maximum
performance, typically
with straight-line vesting in
between. Below threshold
performance, the award will
not vest.
Directors’ Remuneration Report
continued
124
FDM Group (Holdings) plc
Annual Report and Accounts 2025
Information supporting the policy table
Explanation of performance measures chosen
Performance measures for the annual bonus and PSP awards which reflect the Group’s strategy are selected.
Stretching performance targets are set each year by the Committee taking into account a number of different factors.
The annual bonus can be assessed against financial, strategic and/ or individual targets determined by the Committee
with at least 50% subject to key financial targets. The Committee considers financial measures like profit before tax
and revenue to be important performance metrics because they encourage behaviours that facilitate profitable growth
and the successful future strategic development of the business. Strategic measures will be aligned to the Group’s
strategy in order that Executive Directors are appropriately rewarded for taking decisions which reflect the overall
direction of the Group.
Long-term performance measures are chosen by the Committee to provide a robust and transparent basis on which
to measure the Company’s performance over the longer term and to provide alignment with the business strategy.
They are selected to be aligned with the interests of shareholders and to drive business performance. Currently EPS
performance is considered to be a key measure of success as it encapsulates the outcomes of many of the strategic
drivers of the business, and helps align management incentives with growth in shareholder value.
The Committee retains the discretion to adjust or set different performance measures or targets where it considers
it appropriate to do so (for example, to reflect a change in strategy, a material acquisition and/ or a divestment of a
Group business or a change in prevailing market conditions) and to assess performance on a fair and consistent basis
from year to year.
Operation of the Company’s share plans
The PSP, BAYE and any deferred bonus plan will be operated by the Committee in accordance with their rules,
including the ability to adjust the number of shares subject to awards in the event of a variation of share capital,
demerger, delisting, special dividend, rights issue or other event which may, in the opinion of the Committee, affect
the current or future value of shares. All discretions available under the rules of any share plan will be available under
this policy, except where expressly limited under this policy.
At the discretion of the Committee, awards under the PSP, BAYE and any deferred bonus plan may be settled, in whole
or in part, in cash (or granted as a cash award over a notional number of shares). However, the Committee would only
settle or grant an Executive Director’s award in cash where the particular circumstances made that appropriate – for
example in the event of a regulatory restriction on the delivery of shares, or in respect of the tax arising on the vesting
or release of the award.
Shareholding guidelines
To align the interests of Executive Directors with those of shareholders, the Committee has adopted shareholding
guidelines which apply in employment and after cessation of employment. The Committee retains discretion to
disapply or vary these provisions in exceptional circumstances.
In employment
Executive Directors are required to retain half of any shares acquired under the PSP and any deferred bonus award
(after sales to cover tax) until such time as their holding has a value equal to 200% of salary.
Shares subject to PSP awards which have vested but not been released, shares subject to released PSP awards
which have not been exercised, and shares subject to deferred bonus awards count towards the guideline on a net of
assumed tax basis.
After cessation of employment
Shares are subject to this requirement only if they are acquired from share plan awards (PSP, BAYE Matching Shares
and deferred bonuses) granted after 1 January 2020. The Executive Director must retain: (a) until the audit sign-off
of the financial statements for the year in which they leave the business, such of those shares as are subject to this
requirement as have a value equal to the in-employment guideline; and (b) until the audit sign-off of the financial
statements for the following year, such of those shares as have a value equal to 50% of the in-employment guideline,
or in either case and if fewer, all of those shares. The vesting of relevant share awards granted from 1 January 2020
onwards will be conditional upon the Executive Director agreeing to the shares being held in a nominee arrangement to
enable the effective monitoring and implementation of this policy.
125
Financial Statements
Governance
Strategic Report
Recovery
Annual bonus
For up to three years following the payment of the non-deferred part of an annual bonus award, the Committee may
require the repayment of some or the entire cash award paid (or may cancel or reduce any deferred share award or
require the forfeiture of shares acquired pursuant to a deferred share award) in the event of fraud, dishonesty leading
to a material misstatement of financial results, serious reputational damage, or material corporate failure.
PSP and BAYE
At the discretion of the Committee, unvested PSP awards and unvested BAYE matching awards may be reduced,
cancelled or have further conditions imposed in certain circumstances including (but not limited to):
•
A material misstatement of the Group’s audited financial results;
•
A material failure of risk management by the Company or any subsidiary company within the Group;
•
A material miscalculation of any performance measure;
•
Serious reputational damage; or
•
Material corporate failure.
For up to three years following the vesting of an award, the Committee may require the repayment (which may be
affected by the cancellation or forfeiture of a vested but unreleased PSP award) of some or the entire award in the
event of fraud, dishonesty leading to a material misstatement of financial results, serious reputational damage, or
material corporate failure.
Non-Executive Directors
Purpose and link to strategy
Operation
Other items
To enable the Company to attract and
retain Non-Executive Directors of the
required calibre by offering market
competitive rates
The Chair is paid a basic Chair fee
which also covers the role of Chair of
the Nomination Committee (for which
no additional fee is paid, assuming
that the two roles are held by the
same individual).
Non-Executive Directors receive a basic
fee and additional fees for chairing of
any Board committees, holding the
position of Senior Independent Director,
holding the position of Non-Executive
Director designated for engagement
with the workforce, or for other
responsibilities or time commitments.
The Chair’s fee is determined by the
Committee and the fees of the other
Non-Executive Directors are determined
by the Board.
Fees are based on the time commitment
and contribution expected for the
role and the level of fees paid to
Non-Executive Directors serving on
the board of similar-sized UK listed
companies.
Overall fees paid to Non-Executive
Directors will remain within the limit
set by the Company’s Articles of
Association from time to time.
Non-Executive Directors may be eligible
to be reimbursed travel and subsistence
costs incurred in the performance
of their duties and to receive other
benefits relevant to the performance of
their roles (and any tax thereon).
The Non-Executive Directors do not
participate in the Company’s annual
bonus, share plans or pension schemes
or other benefit in kind arrangements.
Directors’ Remuneration Report
continued
126
FDM Group (Holdings) plc
Annual Report and Accounts 2025
Service contracts
FDM’s policy is that Executive Directors’ service agreements should have a notice period of up to twelve months, and
each Executive Director has a service contract which may be terminated by the Company or Director by giving twelve
months’ notice. Each Non-Executive Director has a letter of appointment with the Company which may be terminated
by the Company or Director by giving three months’ notice. Details of the Directors’ service contracts (or letter of
appointment in the case of a Non-Executive Director), notice periods and, where applicable, expiry dates are set
out below:
Name
Commencement
Notice period
Rod Flavell
16 June 2014
12 months
Sheila Flavell
16 June 2014
12 months
Mike McLaren
16 June 2014
12 months
Andy Brown
16 June 2014
12 months
Jacqueline de Rojas
1 October 2019
3 months
Alan Kinnear
1 January 2020
3 months
Rowena Murray
1 August 2023
3 months
Bruce Lee
19 March 2025
3 months
Approval
This Report was approved by the Board on 17 March 2026 and signed on its behalf by:
Rowena Murray
Chair of the Remuneration Committee
17 March 2026
127
Financial Statements
Governance
Strategic Report
Directors’ Report
The Directors present the Directors’ Report and audited Consolidated Financial Statements of FDM Group (Holdings)
plc, registered number 07078823, for the year ended 31 December 2025.
Principal activities, business review and future developments
The Group is a global professional services provider with a focus on Information Technology. The Group’s principal
business activities involve recruiting, training and deploying its own permanent IT and business Consultants to clients,
either on site or remotely. The Strategic Report on pages 44 to 66 provides a review of the Group’s performance
during the financial year as well as its future prospects.
Results and dividends
The Group reported a profit after tax for the year of £5.7 million (2024: £20.5 million). Results for the year are set out in
the Consolidated Income Statement on page 145.
The Directors propose a final dividend of 4.0 pence per share for the year to 31 December 2025. Subject to
shareholder approval, this dividend will be paid on 26 June 2026 to shareholders on the register on 5 June 2026.
An interim dividend of 6.0 pence per share was declared by the Directors on 29 July 2025 and was paid on 14
November 2025 to shareholders on the register on 24 October 2025.
Directors
The Directors of the Company who were in office during the year and up to the date of signing the financial statements
unless otherwise stated, were:
Alan Kinnear
Non-Executive Chair
Roderick Flavell
Chief Executive Officer
Sheila Flavell
Chief Operating Officer
Michael McLaren
Chief Financial Officer
Andrew Brown
Chief Commercial Officer
Jacqueline de Rojas
Non-Executive Director
Rowena Pinder
1
Non-Executive Director
Bruce Lee
Non-Executive Director (appointed 19 March 2025)
Michelle Senecal de Fonseca
Non-Executive Director (resigned 19 March 2025)
David Lister
Non-Executive Director (resigned 30 July 2025)
1
Known professionally as Rowena Murray, and referred to by that name elsewhere in this report
The biographies of the currently serving Directors are provided on pages 70 to 72.
Director share interests
Details of the interests of Directors in the shares of the Company are provided on page 116.
Director long-term incentive schemes
For the purposes of the Listing Authority’s UK Listing Rule section 6.6.1 R, details of the Group’s long-term incentive
schemes are disclosed in the Remuneration Report starting on page 107. All other information required to be disclosed
by UK Listing Rule section 6.6.1 R is not applicable for the year under review.
Directors’ indemnity and liability insurance
As permitted by the Articles of Association, the Directors have the benefit of an indemnity which is a qualifying third-
party indemnity provision as defined by Section 234 of the Companies Act. The indemnity was in force throughout the
last financial year and is currently in force. The Company also purchased and maintained throughout the financial year
Directors’ and Officers’ liability insurance in respect of itself and its Directors.
128
FDM Group (Holdings) plc
Annual Report and Accounts 2025
Risk management objectives and policies
The Group through its operations is exposed to a number of risks. Details of the Group’s financial risk management
objectives and policies are set out in note 29 to the Consolidated Financial Statements. The principal risks that the
Group faces are set out on pages 27 to 34 of the Strategic Report.
Controls in place over consolidation of financial results
The Group’s Consolidated Financial Statements are prepared by the Group’s Finance team. The team is based in one
central location, where all the individual entity general ledgers are also maintained. The consolidation process involves
preparation and separate reviews of the results by qualified and experienced finance staff.
Corporate governance
For details of the Corporate Governance Report see page 73. The Sustainability Report, on pages 36 to 66, includes
information about the Group’s employment policies and greenhouse gas emissions. The Sustainability Report also
includes information on the steps taken by the Group to ensure that slavery and human trafficking are not taking place
within the Group’s business, in line with the Modern Slavery Act 2015.
Branch outside the UK
The Group has no overseas branches.
Substantial shareholders
As at 31 December 2025 and as at 10 March 2026, the Company had been advised, in accordance with the
Disclosure Guidance and Transparency Rules of the Financial Conduct Authority, of the following notifiable interests
(whether directly or indirectly held) in 3% or more of its voting rights:
Substantial shareholder
Direct/ indirect interest
As at 31 December 2025
As at 10 March 2026
Number of
shares
% of issued
share capital
Number of
shares
% of issued
share capital
Perpetual Limited
Indirect
11,388,964
10.4%
11,388,964
10.4%
abrdn Standard Life Investments
Indirect
8,584,992
7.8%
8,584,992
7.8%
Rod Flavell
Direct
7,324,818
6.7%
7,324,818
6.7%
Sheila Flavell
Direct
7,320,956
6.7%
7,320,956
6.7%
Artisan Partners Limited Partnership
Indirect
5,718,004
5.2%
5,718,004
5.2%
Artemis Investment Management LLP
Indirect
5,491,747
5.0%
5,491,747
5.0%
Majedie Asset Management
Indirect
5,435,803
5.0%
5,435,803
5.0%
Ameriprise Financial, Inc. and its group
Direct and indirect
5,314,856
4.8%
5,314,856
4.8%
BlackRock, Inc.
Indirect
5,210,213
4.7%
5,210,213
4.7%
Baillie Gifford & Co
Indirect
5,157,882
4.7%
5,157,882
4.7%
Aegon Ltd
Indirect
4,416,706
4.0%
4,416,706
4.0%
Andy Brown
Direct
4,014,451
3.7%
4,014,451
3.7%
Political donations
The Group made no political donations in the year (2024: £nil).
129
Financial Statements
Governance
Strategic Report
Going concern
The Group’s business activities, together with the factors that are likely to affect its future development, performance
and position are summarised in the Strategic Report. The principal risks, uncertainties and risk management processes
are also described in the Strategic Report.
The Group’s positive operating cash flow and liquidity position, together with its distinctive business model and
infrastructure, enable the Group to manage its business risks successfully. Board approved forecasts and projections
show that it will continue to operate with adequate cash resources.
The Directors therefore have a reasonable expectation that the Company and the Group will have adequate resources
to continue in operational existence for at least twelve months from the date of approval of the financial statements.
Accordingly, the Directors continue to adopt the going concern basis for preparing the financial statements.
UK Streamlined Energy and Carbon Reporting (“SECR”)
In accordance with SECR requirements, a summary of UK and worldwide energy consumption and emissions for 2023,
2024 and 2025 is presented on pages 58 and 59 (the reporting period mirrors the accounting period, being the year
ended 31 December). Details of the Group’s compliance with legislation relating to greenhouse gas emissions reporting
are set out on page 51 and in the Sustainability Report.
Articles of Association
The Company’s Articles of Association may only be amended by special resolution of the shareholders.
Employee engagement
Information about how the Directors have engaged with employees and have regard to their interests is detailed
on pages 83 and 84.
We use a number of methods to consult our employees regularly so that their views can be taken into account in
making decisions that are likely to affect their interests, and we encourage our staff to become involved in FDM
Group’s performance through our discretionary Performance Share Plan. We have also appointed a Non-Executive
Director with responsibility for engaging with matters which are important to our employees and ensuring that their
voices are heard at Board level. Further information on these initiatives to engage with our employees is set out on
pages 48 and 49 of the Sustainability Report.
Engagement with other stakeholders
Information on the Directors’ engagement with other stakeholders can be found on pages 83 to 85.
Directors’ Report
continued
130
FDM Group (Holdings) plc
Annual Report and Accounts 2025
Employee information
Information on the Group’s employee policies is included on pages 44 and 66 in the Sustainability Report. Information
on the Group’s policies in respect of persons that become disabled during their employment, and the training, career
development and promotion of disabled persons, is set out on page 44 in the Sustainability Report.
Capital structure
The Group’s capital structure is detailed in note 23 to the Consolidated Financial Statements. During 2025 the number
of ordinary shares in issue increased from 109,706,702 at 1 January 2025 to 109,726,277 at 31 December 2025.
Investment in own shares
During the AGM held on 20 May 2025, the shareholders approved that up to 10% of the Company’s shares could be
purchased by the Company and held as own shares, renewing the authority agreed on 14 May 2024. The authority
expires at the conclusion of the Company’s next Annual General Meeting after the passing of this resolution or, if
earlier, 19 August 2026.
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.
Change of control and other arrangements
The Group has agreements in place with certain of its banking clients that give those clients the right to terminate the
contract on a change of control in the event of a successful takeover bid for the Group.
The Group has no agreements with employees or Directors that provide for compensation for loss of office or
employment that occurs resulting from a takeover bid.
The Group knows of no agreements under which holders of securities in the Company may restrict votes or transfers
in the Company’s shares.
Post balance sheet events
There are no post balance sheet events.
Related party transactions
The Group’s related party transactions are detailed in note 28 to the Consolidated Financial Statements.
Independent auditors
In accordance with Section 487 of the Companies Act, a resolution for the reappointment of PricewaterhouseCoopers
LLP as auditors of the Company is to be proposed at the forthcoming Annual General Meeting.
131
Financial Statements
Governance
Strategic Report
Statement of Directors’ responsibilities in respect of the financial statements
The Directors are responsible for preparing the Annual Report and the financial statements in accordance with
applicable law and regulation.
Company law requires the Directors to prepare financial statements for each financial year. Under that law the
Directors have prepared the Group financial statements in accordance with UK-adopted international accounting
standards and the Company financial statements in accordance with United Kingdom Generally Accepted Accounting
Practice (United Kingdom Accounting Standards, comprising FRS 101 “Reduced Disclosure Framework”, and
applicable law).
Under company law, Directors must not approve the financial statements unless they are satisfied that they give
a true and fair view of the state of affairs of the Group and Company and of the profit or loss of the Group for that
period. In preparing the financial statements, the Directors are required to:
•
select suitable accounting policies and then apply them consistently;
•
state whether applicable UK-adopted international accounting standards have been followed for the Group financial
statements and United Kingdom Accounting Standards, comprising FRS 101, have been followed for the Company
financial statements, subject to any material departures disclosed and explained in the financial statements;
•
make judgements and accounting estimates that are reasonable and prudent; and
•
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group and
Company will continue in business.
The Directors are responsible for safeguarding the assets of the Group and Company and hence for taking reasonable
steps for the prevention and detection of fraud and other irregularities.
The Directors are also responsible for keeping adequate accounting records that are sufficient to show and explain the
Group’s and Company’s transactions and disclose with reasonable accuracy at any time the financial position of the
Group and Company and enable them to ensure that the financial statements and the Directors’ Remuneration Report
comply with the Companies Act 2006.
The Directors are responsible for the maintenance and integrity of the Company’s website. Legislation in the United
Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other
jurisdictions.
Directors’ Report
continued
132
FDM Group (Holdings) plc
Annual Report and Accounts 2025
Directors’ confirmations
The Directors consider that the FDM Group (Holdings) plc Annual Report, taken as a whole, is fair, balanced and
understandable and provides the information necessary for shareholders to assess the Group’s and Company’s
position and performance, business model and strategy.
Each of the Directors, whose names and functions are listed in Directors’ Report confirm that, to the best of
their knowledge:
•
the Group financial statements, which have been prepared in accordance with UK-adopted international accounting
standards, give a true and fair view of the assets, liabilities, financial position and profit of the Group;
•
the Company financial statements, which have been prepared in accordance with United Kingdom Accounting
Standards, comprising FRS 101, give a true and fair view of the assets, liabilities and financial position of the
Company; and
•
the Strategic Report in the Annual Report includes a fair review of the development and performance of the business
and the position of the Group and Company, together with a description of the principal risks and uncertainties that
it faces.
In the case of each Director in office at the date the Directors’ Report is approved:
•
so far as the Director is aware, there is no relevant audit information of which the Group’s and Company’s auditors
are unaware; and
•
they have taken all the steps that they ought to have taken as a Director in order to make themselves aware of any
relevant audit information and to establish that the Group’s and Company’s auditors are aware of that information.
The Directors’ Report has been approved by the Board of Directors of FDM Group (Holdings) plc on 17 March 2026 and
signed on its behalf by:
Rod Flavell
Mike McLaren
Chief Executive Officer
Chief Financial Officer
17 March 2026
17 March 2026
133
Financial Statements
Governance
Strategic Report
Financial
Statements
136
Independent auditors’ report to the members
of FDM Group (Holdings) plc
145
Consolidated Income Statement
146
Consolidated Statement of Comprehensive Income
147
Consolidated Statement of Financial Position
148
Consolidated Statement of Cash Flows
149
Consolidated Statement of Changes in Equity
150
Notes to the Consolidated Financial Statements
177
Parent Company Statement of Financial Position
178
Parent Company Statement of Changes in Equity
179
Notes to the Parent Company Financial Statements
186
Shareholder Information
FDM Group (Holdings) plc
Annual Report and Accounts 2025
134
Financial Statements
Governance
Strategic Report
Independent auditors’ report to the members of
FDM Group (Holdings) plc
Report on the audit of the financial statements
Opinion
In our opinion:
•
(the “financial
statements”) give a true and fair view of the state of the Group’s and of the Parent Company’s affairs as at 31
December 2025 and of the Group’s profit and the Group’s cash flows for the year then ended;
•
the Group financial statements have been properly prepared in accordance with UK-adopted international
accounting standards as applied in accordance with the provisions of the Companies Act 2006;
•
the Parent Company financial statements have been properly prepared in accordance with United Kingdom
Generally Accepted Accounting Practice (United Kingdom Accounting Standards, including FRS 101 “Reduced
Disclosure Framework”, and applicable law); and
•
the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.
We have audited the financial statements, included within the Annual Report and Accounts 2025 (the “Annual Report”),
which comprise:
•
the Consolidated Statement of Financial Position and the Parent Company Statement of Financial Position as at 31
December 2025;
•
the Consolidated Income Statement for the year then ended;
•
the Consolidated Statement of Comprehensive Income for the year then ended;
•
the Consolidated Statement of Cash Flows for the year then ended;
•
the Consolidated Statement of Changes in Equity for the year then ended;
•
the Parent Company Statement of Changes in Equity for the year then ended; and
•
the Notes to the financial statements, comprising material accounting policy information and other
explanatory information.
Our opinion is consistent with our reporting to the Audit Committee.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”) and applicable law.
Our responsibilities under ISAs (UK) are further described in the Auditors’ responsibilities for the audit of the financial
statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to
provide a basis for our opinion.
Independence
We remained independent of the Group in accordance with the ethical requirements that are relevant to our audit of
the financial statements in the UK, which includes the FRC’s Ethical Standard, as applicable to listed public interest
entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements.
To the best of our knowledge and belief, we declare that non-audit services prohibited by the FRC’s Ethical Standard
were not provided.
Other than those disclosed in Note 8, we have provided no non-audit services to the Parent Company or its controlled
undertakings in the period under audit.
FDM Group (Holdings) plc
Annual Report and Accounts 2025
136
Our audit approach
Overview
Audit scope
•
The Group financial statements are made up of 20 trading entities which are grouped into four regional operating
segments for consolidation. The operating segments are UK, North America, EMEA and APAC.
•
We performed a full scope audit of the UK, whilst auditing specific significant line items in the US, Canadian and
Australian reporting units
•
Taken together, the components over which audit work was performed accounted for over 75% of the Group’s
revenue and more than 70% of the Group’s absolute gross profit. Our scoping provided sufficient coverage over each
significant financial statement line item of the Group financial statements and, provided us with the evidence we
needed for our opinion on the Group financial statements taken as a whole.
Key audit matters
•
Goodwill Impairment (Group)
•
Share option plan expenses (Parent Company)
Materiality
•
Overall Group materiality: £1,750,000 (2024
: £2,150,000) based on approximately 1% of total revenues
(2024:approximately 5% of a three-year average of the Group’s profit before tax).
•
Overall Parent Company materiality: £340,000 (2024
: £440,000) based on approximately 1% of total assets.
•
Performance materiality: £1,300,000 (2024
: £1,600,000) (Group
) and £255,000 (2024: £330,000
) (Parent
Company).
The scope of our audit
As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the
financial statements.
Key audit matters
Key audit matters are those matters that, in the auditors’ professional judgement, were of most significance in the
audit of the financial statements of the current period and include the most significant assessed risks of material
misstatement (whether or not due to fraud) identified by the auditors, including those which had the greatest effect on:
the overall audit strategy; the allocation of resources in the audit; and directing the efforts of the engagement team.
These matters, and any comments we make on the results of our procedures thereon, were addressed in the context
of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a
separate opinion on these matters.
This is not a complete list of all risks identified by our audit.
Impairment of Goodwill (Group) is a new key audit matter this year. Share option plan expenses (Group), which was
a key audit matter last year, is no longer included because of the value of the share option plan expenses no longer
being material to the Group financial statements, however it is still material to the Parent Company financial statements
and remains a key audit matter in the audit of the Parent Company. Otherwise, the key audit matters below are
consistent with last year.
137
Financial Statements
Governance
Strategic Report
Key audit matter
How our audit addressed the key audit matter
Goodwill Impairment (Group)
As described in Note 16, at 31 December 2025,
the Group had £16.5m (2024: £19.5m) of goodwill.
Market conditions continue to be challenging and
the Group has not been able to achieve its budget
for FY25 and experienced decreased profitability.
As such, we consider a significant risk exists over
the valuation of goodwill. An impairment assessment
is performed by comparing the recoverable amount
of a CGU to its carrying value, including goodwill.
The recoverable amount is determined as the higher
of value in use or fair value less costs of disposal.
Management have estimated the value in use by
using a discounted cash flow model. Impairment
assessments are inherently judgemental and require
management to make their estimate based on
key assumptions. These key assumptions include
revenue growth, operating margin, long-term growth
rates and post-tax discount rates. Changes in
these assumptions can result in materially different
impairment charges or available headroom. The
Group has three CGUs being the geographical
regions of North America, UK and EMEA. During
the year an impairment assessment was performed
and the Goodwill balance in the EMEA CGU of £3m
(FY24: £3m) was fully impaired. Refer to the other
accounting estimate section of the accounting
policies and to Note 17 for the Group’s disclosures.
We evaluated and tested the design and operation of key
controls in place over the goodwill impairment assessment
process and over the Group’s forecasting process.
We assessed the suitability of the Cash Generating Units
(CGUs) identification and the valuation approach applied to
the impairment assessment (being value in use).
We confirmed the starting point for the discounted cash flow
assessment is the Board approved budget and tested the
mathematical accuracy of the models.
We evaluated the assumptions used by management in
determining future cash flows and identified those which are
significant, in particular, the revenue growth rate.
We performed lookback procedures to assess the historical
forecasting accuracy of management.
We considered both internal and external supporting
information to assess the level of corroboration to
management’s assumptions, or the existence of any
contradictory evidence.
We assessed the reasonableness of the disclosures in the
Group financial statements.
Based on the procedures performed, we noted no material
issues arising from our work.
Share option plan expenses (Parent Company)
During 2015, the Group implemented a share option
plan for management and senior employees. We
focussed on this area because the assumptions used
in calculating the charge recognised in the income
statement are judgemental, including an estimate
of the number of leavers from the scheme in each
period as well as an estimate of the future growth
in adjusted earnings per share of the Group and
average deployed consultant headcount in future
periods (refer to ‘Annual Report on Remuneration’ for
details on the share option plan).
Refer to Notes 3.3 (n) in the Group financial
statements and Note 4 in the Parent Company
financial statements for the Directors’ disclosures
of the related accounting policies, judgements and
estimates, and ‘Significant financial reporting items’
within the Audit Committee Report.
We gained an understanding from management of the key
assumptions underpinning the share option valuation model;
We evaluated the assumptions made by management for
forecast growth in adjusted earnings per share, and average
deployed consultant headcount by comparing these to
recent historical performance, and reviewing forecasts
approved by the Board of Directors. We found these
assumptions to be materially appropriate.
We evaluated management’s assumption for the number of
leavers from the scheme by comparing it to historical leavers
from the scheme and found it to be appropriate.
We concluded that stress testing these assumptions did
not have a material impact on the income statement charge
and that the level of estimation uncertainty within these
assumptions does not give rise to a significant risk of a
material change to the carrying value of assets and liabilities
within the next year; and In addition, we also considered the
disclosures made in Note 4 in the Parent Company financial
statements and determined that they are consistent with the
requirements of relevant accounting standards.
Based on the results of our work we found that the share
option payment charge falls within a reasonable range
of estimates.
Independent auditors’ report to the members of
FDM Group (Holdings) plc
continued
FDM Group (Holdings) plc
Annual Report and Accounts 2025
138
How we tailored the audit scope
We tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion on
the financial statements as a whole, taking into account the structure of the Group and the Parent Company,
the accounting processes and controls, and the industry in which they operate.
The Group is made up of 20 trading entities which are grouped into four regional operating segments being the UK,
North America, EMEA and APAC.
The accounting and financial management for all reporting units is controlled from the UK, so we as the Group
engagement team have performed all audit work.
We determined the type of work that needed to be performed at the reporting units to be able to conclude that
sufficient appropriate audit evidence had been obtained as a basis for our opinion on the Group financial statements
as a whole. Accordingly, we have performed a full scope audit of the UK operating segment, whilst auditing specific
significant line items in the US and Canadian entities (within the North America segment) and the Australian entity
(within the APAC segment).
As a result, audit procedures were conducted on reporting units representing over 75% of revenue and more than
70% of absolute gross profit.
In addition, we performed a full scope audit of the FDM Group (Holdings) plc entity.
The impact of climate risk on our audit
The impact of climate change has been an area of focus for the Group, as further explained in the Strategic Report.
The Group is mindful of its impact on the environment and focussed on ways to reduce climate related impacts as they
continue to work through their “Carbon reduction plan”.
The Group is committed to carbon emissions targets consistent with reductions required to keep global warming down
to 1.5°C, and has set out their progress against these targets within the Strategic Report. As part of our audit we have
made enquiries of management to understand the process they have adopted to assess the extent of the potential
impact of climate change risk on the Group’s financial statements. Management consider that the impact of climate
change does not give rise to a material financial statement impact.
We have used our knowledge of the Group to evaluate the Group’s risk assessment process in respect of climate
change. We assessed there was no significant impact to our audit nor our key audit matters. We discussed with
management and the Audit Committee that the estimated financial reporting impacts of climate change will need to
be frequently reassessed, as well as the ways in which disclosures in respect of climate change should evolve as
the Group continues to develop its response to the impact of these risks. We also considered the consistency of the
disclosures in relation to climate change made in the other information within the Annual Report with both the financial
statements and the knowledge we obtained from our audit.
139
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Governance
Strategic Report
Materiality
The scope of our audit was influenced by our application of materiality. We set certain quantitative thresholds for
materiality. These, together with qualitative considerations, helped us to determine the scope of our audit and the
nature, timing and extent of our audit procedures on the individual financial statement line items and disclosures and
in evaluating the effect of misstatements, both individually and in aggregate on the financial statements as a whole.
Based on our professional judgement, we determined materiality for the financial statements as a whole as follows:
Financial statements – Group
Financial statements – Parent Company
Overall materiality
£1,750,000 (2024: £2,150,000).
£340,000 (2024: £440,000).
How we
determined it
approximately 1% of total revenues (2024:
approximately 5% of a three-year average of
the Group’s profit before tax).
approximately 1% of total assets
Rationale for
benchmark
applied
Our materiality is based on 1% of the Group’s
revenue. In the previous year we utilised a
benchmark based on a three year average of the
Group’s profit before tax. The change in benchmark
is driven by the reduced profit of the Group for 2025
being more reflective of the previous two years,
hence a single year benchmark is considered to be
more representative of the current performance of
the Group. Due to the decline in profitability over
the last 3 years, we believe the most appropriate
benchmark to use in the current period is revenue,
as a more reliable indicator of the Group’s relative
performance.
We believe that total assets is the primary
measure used by the shareholders in
assessing the performance of the entity,
and is a generally accepted auditing
benchmark.
For each component in the scope of our Group audit, we allocated a materiality that is less than our overall Group
materiality. The range of materiality allocated across components was between £340,000 and £1,700,000.
We use performance materiality to reduce to an appropriately low level the probability that the aggregate of
uncorrected and undetected misstatements exceeds overall materiality. Specifically, we use performance materiality
in determining the scope of our audit and the nature and extent of our testing of account balances, classes of
transactions and disclosures, for example in determining sample sizes. Our performance materiality was 75% (2024:
75%) of overall materiality, amounting to £1,300,000 (2024: £1,600,000) for the Group financial statements and
£255,000 (2024: £330,000) for the Parent Company financial statements.
In determining the performance materiality, we considered a number of factors – the history of misstatements, risk
assessment and aggregation risk and the effectiveness of controls – and concluded that an amount at the upper end
of our normal range was appropriate.
We agreed with the Audit Committee that we would report to them misstatements identified during our audit
above £87,500 (Group audit)
(2024: £107,500) and £17,000
(Parent Company audit)
(2024: £22,000) as well as
misstatements below those amounts that, in our view, warranted reporting for qualitative reasons.
Conclusions relating to going concern
Our evaluation of the Directors’ assessment of the Group’s and the Parent Company’s ability to continue to adopt the
going concern basis of accounting included:
•
agreeing the underlying cash flow projections to board approved forecasts, assessing how these forecasts are
compiled, and assessing the accuracy of management’s forecasts;
•
evaluating the key assumptions applied within management’s forecasts;
•
considering liquidity and available financial resources;
•
assessing whether the stress testing performed by management appropriately considered the principal risks facing
the business; and
•
evaluating the feasibility of management’s mitigating actions in the stress testing scenarios.
Independent auditors’ report to the members of
FDM Group (Holdings) plc
continued
FDM Group (Holdings) plc
Annual Report and Accounts 2025
140
Based on the work we have performed, we have not identified any material uncertainties relating to events or
conditions that, individually or collectively, may cast significant doubt on the Group’s and the Parent Company’s
ability to continue as a going concern for a period of at least twelve months from when the financial statements are
authorised for issue.
In auditing the financial statements, we have concluded that the Directors’ use of the going concern basis of
accounting in the preparation of the financial statements is appropriate. However, because not all future events or
conditions can be predicted, this conclusion is not a guarantee as to the Group’s and the Parent Company’s ability to
continue as a going concern.
In relation to the Directors’ reporting on how they have applied the UK Corporate Governance Code, we have nothing
material to add or draw attention to in relation to the Directors’ statement in the financial statements about whether
the Directors considered it appropriate to adopt the going concern basis of accounting.
Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant
sections of this report.
Reporting on other information
The other information comprises all of the information in the Annual Report other than the financial statements and
our auditors’ report thereon. The Directors are responsible for the other information. Our opinion on the financial
statements does not cover the other information and, accordingly, we do not express an audit opinion or, except to the
extent otherwise explicitly stated in this report, any form of assurance thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing
so, consider whether the other information is materially inconsistent with the financial statements or our knowledge
obtained in the audit, or otherwise appears to be materially misstated. If we identify an apparent material inconsistency
or material misstatement, we are required to perform procedures to conclude whether there is a material misstatement
of the financial statements or a material misstatement of the other information. If, based on the work we have
performed, we conclude that there is a material misstatement of this other information, we are required to report that
fact. We have nothing to report based on these responsibilities.
With respect to the Strategic Report and Directors’ Report, we also considered whether the disclosures required by the
UK Companies Act 2006 have been included.
Based on our work undertaken in the course of the audit, the Companies Act 2006 requires us also to report certain
opinions and matters as described below.
Strategic Report and Directors’ Report
In our opinion, based on the work undertaken in the course of the audit, the information given in the Strategic Report
and Directors’ Report for the year ended 31 December 2025 is consistent with the financial statements and has been
prepared in accordance with applicable legal requirements.
In light of the knowledge and understanding of the Group and Parent Company and their environment obtained in the
course of the audit, we did not identify any material misstatements in the Strategic Report and Directors’ Report.
Directors’ Remuneration
In our opinion, the part of the Remuneration Report to be audited has been properly prepared in accordance with the
Companies Act 2006.
141
Financial Statements
Governance
Strategic Report
Corporate governance statement
The Listing Rules require us to review the Directors’ statements in relation to going concern, longer-term viability
and that part of the corporate governance statement relating to the Parent Company’s compliance with the
provisions of the UK Corporate Governance Code specified for our review. Our additional responsibilities with respect
to the corporate governance statement as other information are described in the Reporting on other information
section of this report.
Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the
corporate governance statement is materially consistent with the financial statements and our knowledge obtained
during the audit, and we have nothing material to add or draw attention to in relation to:
•
The Directors’ confirmation that they have carried out a robust assessment of the emerging and principal risks;
•
The disclosures in the Annual Report that describe those principal risks, what procedures are in place to identify
emerging risks and an explanation of how these are being managed or mitigated;
•
The Directors’ statement in the financial statements about whether they considered it appropriate to adopt the going
concern basis of accounting in preparing them, and their identification of any material uncertainties to the Group’s
and Parent Company’s ability to continue to do so over a period of at least twelve months from the date of approval
of the financial statements;
•
The Directors’ explanation as to their assessment of the Group’s and Parent Company’s prospects, the period this
assessment covers and why the period is appropriate; and
•
The Directors’ statement as to whether they have a reasonable expectation that the Parent Company will be able to
continue in operation and meet its liabilities as they fall due over the period of its assessment, including any related
disclosures drawing attention to any necessary qualifications or assumptions.
Our review of the Directors’ statement regarding the longer-term viability of the Group and Parent Company was
substantially less in scope than an audit and only consisted of making inquiries and considering the Directors’ process
supporting their statement; checking that the statement is in alignment with the relevant provisions of the UK
Corporate Governance Code; and considering whether the statement is consistent with the financial statements and
our knowledge and understanding of the Group and Parent Company and their environment obtained in the course of
the audit.
In addition, based on the work undertaken as part of our audit, we have concluded that each of the following elements
of the corporate governance statement is materially consistent with the financial statements and our knowledge
obtained during the audit:
•
The Directors’ statement that they consider the Annual Report, taken as a whole, is fair, balanced and
understandable, and provides the information necessary for the members to assess the Group’s and Parent
Company’s position, performance, business model and strategy;
•
The section of the Annual Report that describes the review of effectiveness of risk management and internal control
systems; and
•
The section of the Annual Report describing the work of the Audit Committee.
We have nothing to report in respect of our responsibility to report when the Directors’ statement relating to the Parent
Company’s compliance with the Code does not properly disclose a departure from a relevant provision of the Code
specified under the Listing Rules for review by the auditors.
Responsibilities for the financial statements and the audit
Responsibilities of the Directors for the financial statements
As explained more fully in the Statement of Directors’ responsibilities in respect of the financial statements, the
Directors are responsible for the preparation of the financial statements in accordance with the applicable framework
and for being satisfied that they give a true and fair view. The Directors are also responsible for such internal
control as they determine is necessary to enable the preparation of financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the financial statements, the Directors are responsible for assessing the Group’s and the Parent
Company’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 the Parent Company
or to cease operations, or have no realistic alternative but to do so.
Independent auditors’ report to the members of
FDM Group (Holdings) plc
continued
FDM Group (Holdings) plc
Annual Report and Accounts 2025
142
Auditors’ responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from
material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance
with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error
and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line
with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud.
The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
Based on our understanding of the Group and industry, we identified that the principal risks of non-compliance with
laws and regulations related to local employment laws, and we considered the extent to which non-compliance might
have a material effect on the financial statements. We also considered those laws and regulations that have a direct
impact on the financial statements such as the Companies Act 2006, tax regulation and accounting regulations.
We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements
(including the risk of override of controls), and determined that the principal risks were related to posting inappropriate
journal entries to increase revenue and management bias in accounting estimates. Audit procedures performed by the
engagement team included:
•
Discussions with management, internal audit and the company’s legal advisors, including consideration of known or
suspected instances of non-compliance with laws and regulation, and fraud;
•
Review of any employment disputes or litigation to ensure there were no broader non-compliance issues with
employment laws and regulations;
•
Review of the financial statement disclosures to underlying supporting documentation;
•
Challenging assumptions and judgements made by management in their significant accounting estimates;
•
Review of internal audit reports in so far that they related to the financial statements;
•
Perform unpredictable audit procedures relating to our fraud risk; and
•
Evaluating and corroborating journal entries which may be indicative of fraud, for example journal entries posted with
unusual account combinations.
There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances
of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the
financial statements. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not
detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional
misrepresentations, or through collusion.
Our audit testing might include testing complete populations of certain transactions and balances, possibly using data
auditing techniques. However, it typically involves selecting a limited number of items for testing, rather than testing
complete populations. We will often seek to target particular items for testing based on their size or risk characteristics.
In other cases, we will use audit sampling to enable us to draw a conclusion about the population from which the
sample is selected.
A further description of our responsibilities for the audit of the financial statements is located on the FRC’s website at:
www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditors’ report.
143
Financial Statements
Governance
Strategic Report
Use of this report
This report, including the opinions, has been prepared for and only for the Parent Company’s members as a body in
accordance with Chapter 3 of Part 16 of the Companies Act 2006 and for no other purpose. We do not, in giving these
opinions, 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.
Other required reporting
Companies Act 2006 exception reporting
Under the Companies Act 2006 we are required to report to you if, in our opinion:
•
we have not obtained all the information and explanations we require for our audit; or
•
adequate accounting records have not been kept by the Parent Company, or returns adequate for our audit have not
been received from branches not visited by us; or
•
certain disclosures of Directors’ remuneration specified by law are not made; or
•
the Parent Company financial statements and the part of the Remuneration Report to be audited are not in
agreement with the accounting records and returns.
We have no exceptions to report arising from this responsibility.
Appointment
We were first appointed by the Parent Company for the financial year ended 31 December 2013. Our uninterrupted
engagement covers 13 financial years.
Other matter
The company is required by the Financial Conduct Authority Disclosure Guidance and Transparency Rules to include
these financial statements in an annual financial report prepared under the structured digital format required by
DTR 4.1.15R – 4.1.18R and filed on the National Storage Mechanism of the Financial Conduct Authority. This auditors’
report provides no assurance over whether the structured digital format annual financial report has been prepared in
accordance with those requirements.
Gareth Murfitt (Senior Statutory Auditor)
for and on behalf of PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors
London
17 March 2026
Independent auditors’ report to the members of
FDM Group (Holdings) plc
continued
FDM Group (Holdings) plc
Annual Report and Accounts 2025
144
Consolidated Income Statement
for the year ended 31 December 2025
Note
2025
£000
2024
£000
Revenue
Cost of sales
(100,247 )
(142,754 )
Gross profit
Administrative expenses
(66,708 )
(87,511 )
which includes:
Exceptional items
7
(2,604 )
(4,894 )
Impairment loss
14,15,17
(3,272 )
Operating profit
8
Finance income
11
Finance expense
11
(1,425 )
(1,304 )
Net finance income
Profit before income tax
Taxation
12
(1,974 )
(7,555 )
Profit for the year
Earnings per ordinary share
2025
pence
2024
pence
Basic
13
Diluted
13
The results for the year shown above arise from continuing operations.
The notes on pages 150 to 176 are an integral part of these Consolidated Financial Statements.
145
Financial Statements
Governance
Strategic Report
2025
£000
2024
£000
Profit for the year
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 )
Total other comprehensive (expense)/ income
(887 )
Total comprehensive income for the year
The notes on pages 150 to 176 are an integral part of these Consolidated Financial Statements.
Consolidated Statement of Comprehensive Income
for the year ended 31 December 2025
FDM Group (Holdings) plc
Annual Report and Accounts 2025
146
Note
2025
£000
2024
£000
Non-current assets
Right-of-use assets
1
4
Property, plant and equipment
15
Intangible assets
1
6
Deferred income tax assets
1
8
Current assets
Trade and other receivables
1
9
Income tax receivables
Cash and cash equivalents
20
Total assets
Current liabilities
Trade and other payables
21
Lease liabilities
1
4
Current income tax liabilities
Non-current liabilities
Lease liabilities
14
Provisions
22
Total liabilities
Net assets
Equity attributable to owners of the parent
Share capital
23
Share premium
All Other reserves
25
Retained earnings
Total equity
The notes on pages 150 to 176 are an integral part of these Consolidated Financial Statements.
The financial statements on pages 145 to 176 were approved by the Board of Directors on 17 March 2026 and were
signed on its behalf by:
Rod Flavell
Mike McLaren
Chief Executive Officer
Chief Financial Officer
17 March 2026
17 March 2026
Consolidated Statement of Financial Position
as at 31 December 2025
147
Financial Statements
Governance
Strategic Report
Note
2025
£000
2024
£000
Cash flows from operating activities
Group profit before tax for the year
Adjustments for:
Impairment loss
14,15,17
Depreciation and amortisation
8
Loss/ (profit) on disposal of non-current assets
(167 )
Finance income
11
(1,568 )
(1,927 )
Finance expense
11
Share-based payment charge (including associated social security costs)
2
6
Decrease in trade and other receivables
Decrease in trade and other payables
(3,796 )
(4,635 )
Cash flows generated from operations
Interest received
Income tax paid
(2,671 )
(5,796 )
Net cash inflow from operating activities
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
Proceeds from sale of shares from EBT
Principal elements of lease payments
14
(3,649 )
(3,676 )
Interest elements of lease payments
14
(1,339 )
(1,225 )
Finance costs paid
(88 )
(57 )
Dividends paid
2
4
(20,273 )
(31,677 )
Net cash used in financing activities
(25,204 )
(36,335 )
Exchange (losses)/ gains on cash and cash equivalents
(735 )
Net decrease in cash and cash equivalents
(5,306 )
(6,638 )
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
20
The notes on pages 150 to 176 are an integral part of these Consolidated Financial Statements.
Consolidated Statement of Cash Flows
for the year ended 31 December 2025
FDM Group (Holdings) plc
Annual Report and Accounts 2025
148
Share
capital
£000
Share
premium
£000
All Other
reserves
(Note
2
5)
£000
Retained
earnings
£000
Total
equity
£000
Balance at 1 January 2025
Profit for the year
Other comprehensive income for the year
(887 )
(887 )
Total comprehensive income for the year
(887 )
Share-based payments (note 26)
Transfer to retained earnings
(2,332 )
Own shares sold
(2,076 )
Recharge of net settled share options
(156 )
(156 )
Dividends (note
2
4)
(20,273 )
(20,273 )
Issue of new shares (note
2
3)
Total transactions with owners,
recognised directly in equity
(20,173 )
(19,976 )
Balance at 31 December 2025
Share
capital
£000
Share
premium
£000
All Other
reserves
(Note
2
5)
£000
Retained
earnings
£000
Total
equity
£000
Balance at 1 January 2024
Profit for the year
Other comprehensive expense for the year
Total comprehensive income for the year
Share-based payments (note
2
6)
Transfer to retained earnings
(1,260 )
Own shares sold
(317 )
Recharge of net settled share options
(63 )
(63 )
Dividends (note 24)
(31,677 )
(31,677 )
Issue of new shares (note 23)
Total transactions with owners,
recognised directly in equity
(30,797 )
(30,332 )
Balance at 31 December 2024
The notes on pages 150 to 176 are an integral part of these Consolidated Financial Statements.
Consolidated Statement of Changes in Equity
for the year ended 31 December 2025
149
Financial Statements
Governance
Strategic Report
FDM Group (Holdings) plc
Annual Report and Accounts 2025
Notes to the Consolidated Financial Statements
150
The Company is limited by shares, incorporated and domiciled in the UK public limited company
in England and Wales with a Listing on the London Stock Exchange. The Company’s registered office is 3rd Floor,
The Consolidated Financial Statements consolidate those of the Company and its subsidiaries. Subsidiaries and their
countries of incorporation are presented in note 4 to the Parent Company Financial Statements.
Financial Statements were approved by Rod Flavell and Mike McLaren on behalf of the Board of Directors on
The Group’s business activities, together with the factors likely to affect its future development, performance and
position are summarised in the Strategic Report. The principal risks and uncertainties, our assessment of the impact
of climate change, and risk management processes are also described in the Strategic Report.
The Group’s positive operating cash flow and liquidity position, together with its distinctive business model and
infrastructure, enable the Group to manage its business risks. The Group’s Board-approved forecasts and projections
to 31 December 2028 show that it will continue to operate with adequate cash resources. The Directors therefore have
a reasonable expectation that the Company and the Group will have adequate resources to continue in operational
existence to at least 30 June 2027. Accordingly, the Directors continue to adopt the going concern basis for preparing
The principal accounting policies applied in the preparation of these Consolidated Financial Statements are set out
below. These policies have been consistently applied to all the years presented, unless otherwise stated.
Standards and with the requirements of the Companies Act 2006 as applicable to companies reporting under
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
The Consolidated Financial Statements comprise the financial statements of the Group and its subsidiaries for the year
ending 31 December 2025.
Subsidiaries are consolidated from the date of their acquisition, being the date on which the Group obtains control,
and continue to be consolidated until the date when such control ceases. The financial statements of the subsidiaries
are prepared for the same reporting period as the Parent Company, using consistent accounting policies. All intra-
group balances, transactions, unrealised gains and losses resulting from intra-group transactions and dividends are
eliminated in full.
Details of the subsidiaries owned by the Group are presented in note 4 to the Parent Company Financial Statements.
Strategic Report
Governance
Financial Statements
151
3.3 Summary of material accounting policy information applied
Revenue is recognised under IFRS 15 and is measured at the fair value of the consideration received or receivable and
excluding sales taxes.
Rendering of services
Revenue from the provision of Consultants to third-party clients is recognised as follows:
•
The revenue is recognised in the period in which the Consultants perform the work at the contracted rates for
each Consultant. Revenue is based on timesheets from our Consultants which are authorised by the Group’s clients
detailing the hours and service provided;
•
If advance payments are made by clients, these are deferred and the income recognised in the period in which the
Consultants perform the work.
•
Revenue in respect of outstanding timesheets is accrued based upon estimates at the contract value; and
•
against revenue. They are calculated with regard to specific threshold levels of revenue recognised for certain
clients in a contractual period. To the extent the volume rebates are material, amounts are disclosed along with
Sales invoices are issued following fulfilment of FDM’s performance obligation, confirmed by receipt of approved
environment in which the company operates (its functional currency). Foreign exchange gains and losses resulting
from the settlement of such transactions, and from the translation of monetary assets and liabilities denominated in
foreign currencies at year end exchange rates, are generally recognised in profit or loss.
For the purpose of the Consolidated Financial Statements, the results and financial position of each entity are
expressed in Pounds Sterling (£), which is the functional currency of the Parent Company and the presentation
currency for the Consolidated Financial Statements.
In preparing the financial statements of the individual entities, transactions in currencies other than the entity’s
functional currency (foreign currencies) are recorded at the rate prevailing at the time of the transaction. At the end
of each reporting period, monetary items and goodwill denominated in foreign currencies are retranslated at the
Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the
exchange rates as at the dates of the initial transactions. Non-monetary items measured at fair value in a foreign
currency are translated using exchange rates at the date when the fair value was determined.
For the purpose of presenting Consolidated Financial Statements, the assets and liabilities of the Group’s foreign
operations are expressed in the Group’s presentation currency using exchange rates prevailing at the end of
the reporting period. Income and expense related items are translated at the average exchange rates for the
period. Exchange differences arising are classified as other comprehensive income and transferred to the Group’s
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
3 Accounting policies
continued
3.3 Summary of material accounting policy information applied
continued
152
FDM Group (Holdings) plc
Annual Report and Accounts 2025
continued
Notes to the Consolidated Financial Statements
d) Taxes
Current income tax
Current income tax assets and liabilities for the current period are measured at the amount expected to be
recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are
those that are enacted or substantively enacted at the reporting date in the countries where the Group operates
and generates income.
Current income tax relating to items recognised directly in equity is recognised in equity and not in the income
statement. Management periodically evaluates positions taken in the tax returns with respect to situations in which
applicable tax regulations are subject to interpretation and establishes provisions where appropriate.
Deferred tax is provided in full, using the liability method, on temporary differences between the carrying amounts
of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The following
temporary differences are not provided for: goodwill not deductible for tax purposes; and the initial recognition of
assets or liabilities that affect neither accounting nor taxable profit. The amount of deferred tax provided is based
on the expected manner of realisation or settlement of the carrying amount of assets and liabilities, using tax rates
enacted or substantively enacted at the reporting date.
A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available
against which the asset can be utilised. Deferred tax assets are reduced to the extent that it is no longer probable
Property, plant and equipment are stated at cost net of accumulated depreciation. Cost includes the original purchase
price of the asset and the costs attributable to bringing the asset to its working condition for its intended use.
of an item of property, plant and equipment. The estimated useful lives are as follows:
Plant and equipment |
4 years |
Fixtures and fittings |
4 years |
Leasehold improvements |
Length of lease |
The assets’ residual values, useful lives and methods of depreciation are reviewed each financial year end and adjusted
Intangible assets acquired separately are measured on initial recognition at cost. The costs of intangible assets
acquired in a business combination are their fair values as at the date of acquisition.
Software and software licences
Software and software licence costs are recognised as an expense as incurred. Development costs that are directly
attributable to the design and testing of identifiable and unique software controlled by the Group are recognised as
intangible assets and amortised over the useful economic life of the software. Directly attributable costs that are
Following initial recognition, goodwill is measured at cost less any accumulated impairment losses, and is revalued
based on the prevailing foreign exchange rates at the end of the reporting period. For the purposes of impairment
testing, goodwill is allocated to the Group’s cash-generating units.
Goodwill is reviewed at least annually or more regularly when there is an indication of impairment. Impairment of
goodwill is determined by assessing the recoverable amount of the cash-generating unit to which the goodwill relates.
Where the recoverable amount of the cash-generating unit is less than the carrying value of the cash-generating unit
to which the goodwill has been allocated, an impairment loss is recognised. Impairment losses relating to goodwill
Strategic Report
Governance
Financial Statements
153
Trade receivables are recognised initially at transaction price. They are subsequently measured at amortised cost
using an expected credit loss model in line with IFRS 9 which uses a lifetime expected loss allowance for all trade
receivables. To measure the expected credit losses, trade receivables have been grouped based on shared credit risk
characteristics. Shared credit risk characteristics include current and forward-looking information on macroeconomic
factors affecting the sector in which the debtor operates.
When a trade receivable is uncollectible, it is written off against the allowance account for trade receivables.
Subsequent recoveries of amounts previously written off are credited against administrative expenses in the
h) Cash and cash equivalents
Cash and cash equivalents comprise cash at banks and on hand and short-term deposits with a maturity of three
Trade and other payables
Trade and other payables represent liabilities for goods and services provided to the Group prior to the end of financial
year which are unpaid. The amounts are unsecured and are usually paid within 30 days of recognition. Trade and
other payables are presented as current liabilities unless payment is not due within twelve months after the reporting
period. They are recognised initially at their fair value and subsequently measured at amortised cost using the effective
Financial instruments
Non-derivative financial instruments
The Group’s non-derivative financial instruments comprise trade receivables, trade payables, and cash and
cash equivalents.
The Group operates a number of defined contribution pension schemes. The assets of each scheme are held
separately from those of the Group in an independently administered fund. The amount charged to the income
Provisions
Provisions are recognised when the Group has a present legal or constructive obligation as a result of a past event,
it is probable that an outflow of resources will be required to settle the obligation, and the amount can be reliably
estimated. If the effect is material, provisions are determined by discounting the expected, risk adjusted, future
cash flows at a pre-tax risk-free rate. Provisions are measured at management’s best estimate of the expenditure
required to settle the Group’s liability. These estimates are reviewed each year and updated as necessary. In each
circumstance either adequate provisions are established or appropriate disclosures are made in accordance with
the provisions of IAS 37.
Provisions for legal claims
FDM is a people business and, in the ordinary course, we receive legal claims from time to time, most commonly
employment related. Our in-house legal team deals promptly with these claims where appropriate, but we engage
specialist external lawyers when it is required for us to access additional expertise or resource and we think it prudent
to do so. We are confident in our employment practices and it is our policy to defend these claims and our business
model robustly. We will also take a commercial approach and from time to time may choose to settle claims if we
consider it pragmatic and in the Group’s best interests to do so, particularly having regard to the time and effort
management need to dedicate to a given claim. The Directors evaluate the possibility of an outflow of resources to
determine if it is either remote, possible or probable.
Provisions for dilapidations
To the extent that the Group is required to pay a fee to restore a property to its original conditions at the end of the
3 Accounting policies
continued
3.3 Summary of material accounting policy information applied
continued
154
FDM Group (Holdings) plc
Annual Report and Accounts 2025
continued
Notes to the Consolidated Financial Statements
m) Equity
options are shown in equity as a deduction, net of tax, from the proceeds. The share premium reflects the extra paid
Other reserves represent the cost of equity on settled share-based payments until such share options are exercised
or lapse. Own shares reserve represents those Company shares held by the Trustee of the FDM Group Employee
Benefit Trust and are a deduction from shareholders’ funds (see note 27).
The translation reserve comprises all foreign exchange differences arising from the translation of the financial
statements of foreign operations. The capital redemption reserve arose from the purchase by the Company in 2015
of 5,200,392 deferred shares, which had a nominal value of £0.01 each.
Employees of the Group receive remuneration in the form of share-based payments, whereby employees render
services as consideration for equity instruments (equity-settled transactions).
Equity-settled transactions
The cost of equity-settled transactions is recognised, together with a corresponding increase in other reserves in
equity, over the period in which the performance and/ or service conditions are fulfilled. The cumulative expense
recognised for equity-settled transactions at each reporting date until the vesting date reflects the extent to which
the vesting period has expired and the Group’s best estimate of the number of equity instruments that will ultimately
vest. The income statement expense or credit for a period represents the movement in cumulative expense recognised
between the beginning and end of that period and is recognised in employee benefits expense. The equity-settled
transactions are fair valued at the grant date and the expense recognised over the duration of the vesting period.
No expense is recognised for awards that do not ultimately vest, except for equity-settled transactions for which
vesting is conditional upon a market or non-vesting condition. These are treated as vesting irrespective of whether
or not the market or non-vesting condition is satisfied, provided that all other performance and/ or service conditions
are satisfied.
When the terms of an equity-settled transaction award are modified, the minimum expense recognised is the expense
as if the terms had not been modified, if the original terms of the award are met. An additional expense is recognised
for any modification that increases the total fair value of the share-based payment transaction, or is otherwise
beneficial to the employee as measured at the date of modification.
When an equity-settled award is cancelled, it is treated as if it vested on the date of cancellation, and any expense not
yet recognised for the award is recognised immediately. This includes any award where non-vesting conditions within
the control of either the entity or the employee are not met. However, if a new award is substituted for the cancelled
award, and designated as a replacement award on the date that it is granted, the cancelled and new awards are
treated as if they were a modification of the original award, as described in the previous paragraph.
Included within the results for the year ending 31 December 2025 is a charge relating to a portion of the Directors’
bonus earned during 2025, the balance will be settled via issue of shares equal to the amount which would have been
Operating segments are reported in a manner consistent with the internal reporting to the Board of Directors.
Dividends are recognised as a liability in the period in which they are approved such that the Company is obligated
Strategic Report
Governance
Financial Statements
155
FDM Group (Holdings) plc has an established Employee Benefit Trust
(“EBT”) to which it is the sponsoring entity.
Notwithstanding the legal duties of the Trustee, the Company considers that it has “de facto” control. The EBT is
included in the Parent Company Financial Statements and the Consolidated Financial Statements.
No gain or loss is recognised in profit or loss or other comprehensive income on the purchase, sale or cancellation
Under IFRS 16 ‘Leases’, a liability and an asset are recognised at the inception of the lease, the lease liability being the
present value of future lease payments. A right-of-use asset is recognised as the same amount adjusted for any initial
direct costs, lease incentives received, or lease payments made at or before the commencement date, as applicable.
expense) and ii) a depreciation expense on the right-of-use asset (included within operating costs). The right-of-use
The liabilities are measured at the present value of the remaining lease payments, discounted using the lessee
company’s estimated incremental borrowing rate at the date of lease inception. Lease payments are presented as
cash flows from financing activities, split between principal and interest elements, on the Statement of Cash Flows.
For short-term leases and leases of low-value assets, the Group has chosen to recognise the associated lease
Government grants are recognised at fair value when there is reasonable assurance that conditions attached to the
grant will be complied with and the grant will be received. Income is offset against the expenses the grant is intended
to support. The grant is recognised as income over the period necessary to match them with the related costs, for
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 following estimates are not considered to be significant estimates as it is considered there is not a significant
risk of the estimates resulting in a material adjustment to the carrying amounts of assets and liabilities in the next
financial year.
Goodwill impairment
Goodwill is subject to an annual impairment test, or more frequently if there are indications that goodwill might be
impaired (see note 17). The impairment review is performed on a value in use basis, which requires estimation of
future operating cash flows, the time period over which they will occur, a discount rate and a growth rate. The future
cash flows are sensitive to assumptions made about the financial performance of the cash generating units. Given the
inherent degree of the uncertainty involved, actual outcomes could vary from these estimates.
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. The key assumptions in respect of the share-based payment charges are set out in note 26.
FDM Group (Holdings) plc
Annual Report and Accounts 2025
continued
Notes to the Consolidated Financial Statements
156
The International Accounting Standards Board (“IASB”) and IFRS IC have issued the following new standards
and amendments which were effective during the year and were adopted by the Group in preparing the
financial statements.
The adoption of these amendments has not had a material impact on the Group’s financial statements in the year:
Effective for |
Endorsed by the |
|
accounting periods |
UK Endorsement |
|
Effective in 2025 |
beginning on or after |
Board (UKEB) |
Amendments to IAS 21 – Lack of Exchangeability |
1 January 2025 |
Yes |
The following standards and interpretations had been issued but were not mandatory for annual reporting periods
ending on 31 December 2025, and were not adopted in the Group’s financial statements for the year:
Effective for |
Endorsed by the |
|
accounting periods |
UK Endorsement |
|
Effective after 31 December 2025 |
beginning on or after |
Board (UKEB) |
Amendments to the Classification and Measurement of Financial |
1 January 2026 |
Yes |
Instruments – Amendments to IFRS 9 and IFRS 7 |
||
IFRS 18, ‘Presentation and Disclosure in Financial Statements’ |
1 January 2027 |
Yes |
Amendments to the Classification and Measurement of Financial Instruments are not expected to have a material
impact on the Group when adopted. Management is currently assessing the implications of applying IFRS 18 on
the Group’s Consolidated Financial Statements. The adoption of IFRS 18 is expected not to impact the recognition
or measurement of items in the financial statements, however, it will impact the presentation and disclosure of the
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.
Strategic Report
Governance
Financial Statements
157
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::
North |
|||||
UK |
America |
EMEA |
APAC |
Total |
|
£000 |
£000 |
£000 |
£000 |
£000 |
|
31 December 2025 |
27,795 |
4,010 |
– |
3,048 |
34,853 |
FDM |
FDM Group |
|
Entity name |
Group Inc. |
Canada Inc. |
Country of registration |
USA |
Canada |
£000 |
£000 |
|
Revenue |
27,831 |
17,990 |
Non-current assets (excluding deferred tax) |
1,714 |
638 |
6 Segmental reporting
continued
158
FDM Group (Holdings) plc
Annual Report and Accounts 2025
continued
Notes to the Consolidated Financial Statements
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. Goodwill is disclosed in note 16.
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 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 16.
FDM Group |
|||
FDM |
FDM Group |
Australia |
|
Entity name |
Group Inc. |
Canada Inc. |
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 |
No client represented 10% or more of the Group’s 2025 revenue. Client A represented 10% or more of the Group’s 2024
revenues. Revenue from client A is attributed to North America.
2025 |
2024 |
|
£000 |
£000 |
|
Revenue from client A |
8,521 |
38,234 |
Strategic Report
Governance
Financial Statements
159
During the year, the Group incurred exceptional costs of £2.6 million (2024: £4.9 million) as we better aligned our
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 |
During the year the Group (including its overseas subsidiaries) obtained the following services from the Group’s auditors:
2025 |
2024 |
|
£000 |
£000 |
|
Fees payable to the Group’s auditors for the audit of the Parent Company |
||
and Consolidated Financial Statements |
280 |
285 |
Fees payable to the Group’s auditors for other services: |
||
– Audit-related assurance services- Interim review |
60 |
60 |
340 |
345 |
analysed by category, was as follows:
2025 |
2024 |
|
Number |
Number |
|
Consultants |
2,794 |
4,153 |
Administration |
480 |
626 |
3,274 |
4,779 |
The aggregate payroll costs of these persons were as follows:
2025 |
2024 |
|
£000 |
£000 |
|
Wages and salaries |
128,067 |
182,867 |
Social security costs |
13,616 |
17,752 |
Other pension costs |
3,961 |
6,099 |
Share-based payments |
184 |
1,063 |
145,828 |
207,781 |
9 Staff numbers and costs
continued
160
FDM Group (Holdings) plc
Annual Report and Accounts 2025
continued
Notes to the Consolidated Financial Statements
Retirement benefits
The Group operates a number of defined contribution pension plans. The pension charge for the year represents
contributions payable by the Group to the schemes. The pension contributions payable at 31 December 2025 were
£117,000 (2024: £445,000). There were no prepaid contributions at the end of the financial year (2024: £nil
Details of the Directors’ (who also represent the key management personnel of the Group) remuneration in respect
of the year ended 31 December 2025 and 2024 is set out below:
2025 | 2024 | |
£000 | £000 | |
Short-term employee benefits | 2,608 | 2,802 |
Post-employment benefits | 55 | 55 |
Share-based payments | (106) | 71 |
2,557 | 2,928 |
Included within Short-term employee benefits in 2025 is £75,000 relating to annual bonus which was deferred into
shares for two years (2024: £106,000). There are no ‘Other long-term benefits’ or ‘Termination benefits’ made in
the year (2024: £nil). For further information on this and Directors’ remuneration, see the audited sections of the
2025 | 2024 | |
£000 | £000 | |
Bank interest | 1,568 | 1,927 |
Finance income | 1,568 | 1,927 |
2025 | 2024 | |
£000 | £000 | |
Interest on lease liabilities | (1,339) | (1,225) |
Interest on unwinding of provision for dilapidations | (46) | (30) |
Finance fees and charges | (40) | (49) |
Finance expense | (1,425) | (1,304) |
Strategic Report
Governance
Financial Statements
161
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 (note 18) |
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 |
Factors affecting future tax charges
Deferred tax assets and liabilities are measured at the rate that is expected to apply to the period when the asset is
realised or the liability is settled, based on the rates that have been enacted or substantively enacted at the reporting
date. Therefore, at each year end, deferred tax assets and liabilities have been calculated based on the rates that have
been substantively enacted by the reporting date.
On 19 July 2023, the UK Endorsement Board endorsed the amendments introducing a global minimum effective tax
rate of 15%. On 15 December 2023, the Organisation for Economic Co-Operation and Development (OECD) unveiled
further Administrative Guidance related to Pillar 2. We will continue to monitor, but do not expect to be impacted by
FDM Group (Holdings) plc
Annual Report and Accounts 2025
continued
Notes to the Consolidated Financial Statements
162
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) (note 26 ) |
£000 |
184 |
1,063 |
Tax effect of share-based payment expense |
£000 |
(54) |
(210) |
Exceptional costs (see note 7) |
£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 |
Strategic Report
Governance
Financial Statements
163
i) Right-of-use assets
2025 |
2024 |
|
Properties |
£000 |
£000 |
Cost |
||
At 1 January |
37,052 |
36,645 |
Additions |
2,110 |
6,622 |
Disposals |
(3,377) |
(5,606) |
Effect of movements in foreign exchange |
(436) |
(609) |
At 31 December |
35,349 |
37,052 |
Accumulated depreciation |
||
At 1 January |
17,438 |
18,430 |
Depreciation charge for the year |
4,396 |
4,547 |
Impairment charge recognised in the year |
228 |
– |
Disposals |
(3,373) |
(5,190) |
Effect of movements in foreign exchange |
(303) |
(349) |
At 31 December |
18,386 |
17,438 |
Net book value at 31 December |
16,963 |
19,614 |
ii) Lease liabilities
2025 |
2024 |
|
£000 |
£000 |
|
Current lease liabilities |
5,068 |
4,586 |
Non-current lease liabilities |
14,841 |
17,122 |
19,909 |
21,708 |
2025 |
2024 |
|
Movement in lease liabilities in the year |
£000 |
£000 |
At 1 January |
21,708 |
20,181 |
Additions |
1,985 |
6,182 |
Interest expense |
1,339 |
1,225 |
Cash payments |
(4,988) |
(4,901) |
Termination of leases |
(7) |
(586) |
Effect of movements in foreign exchange |
(128) |
(393) |
At 31 December |
19,909 |
21,708 |
14 Right-of-use assets and lease liabilities
continued
ii) Lease liabilities
continued
164
FDM Group (Holdings) plc
Annual Report and Accounts 2025
continued
Notes to the Consolidated Financial Statements
Contractual maturities of lease liabilities:
At net present value |
Not discounted |
|||
2025 |
2024 |
2025 |
2024 |
|
£000 |
£000 |
£000 |
£000 |
|
Less than one year |
5,068 |
4,586 |
5,293 |
4,746 |
Between 1 and 2 years |
4,046 |
3,827 |
4,564 |
4,278 |
Between 2 and 5 years |
6,833 |
8,041 |
8,543 |
9,946 |
Over 5 years |
3,962 |
5,254 |
6,222 |
8,535 |
Total lease liabilities |
19,909 |
21,708 |
24,622 |
27,505 |
The total cash outflow for leases was £4,988,000 (2024: £4,950,000), which includes short-term lease payments of
£nil (2024: £49,000). Extension and termination options are included in a number of property leases across the Group.
These are used to maximise operational flexibility in terms of managing the assets used in the Group’s operations.
All extension and termination options held are exercisable only by the Group and not by the respective lessor. Where
there is reasonable certainty that an option to extend a lease will be exercised, lease liabilities have been recognised
accordingly. During 2025, we exited one lease early (2024: two leases). The impact of lease terminations was a
reduction in lease liabilities of £7,000 (2024: £586,000) and the disposal of the right-of-use assets, by net book value,
was £4,000 (2024: £416,000).
iii) Amounts recognised in the Income Statement
The Income Statement shows the following amounts relating to leases:
2025 |
2024 |
|
£000 |
£000 |
|
Depreciation of right-of-use assets – properties |
4,396 |
4,547 |
Impairment charge recognised in the year |
228 |
– |
Profit on disposal of right-of-use assets |
(3) |
(170) |
Interest expense (included in finance cost) |
1,339 |
1,225 |
Expense relating to short-term leases |
– |
49 |
Strategic Report
Governance
Financial Statements
165
Leasehold |
Fixtures and |
Plant and |
||
improvements |
fittings |
equipment |
Total |
|
2025 |
£000 |
£000 |
£000 |
£000 |
Cost |
||||
At 1 January 2025 |
6,300 |
1,198 |
3,144 |
10,642 |
Additions |
90 |
13 |
85 |
188 |
Disposals |
(1,642) |
(281) |
(647) |
(2,570) |
Effect of movements in foreign exchange |
(16) |
(2) |
(32) |
(50) |
At 31 December 2025 |
4,732 |
928 |
2,550 |
8,210 |
Accumulated depreciation |
||||
At 1 January 2025 |
4,953 |
1,085 |
2,630 |
8,668 |
Depreciation charge for the year |
302 |
51 |
364 |
717 |
Impairment charge recognised in the year |
15 |
– |
37 |
52 |
Disposals |
(1,642) |
(281) |
(642) |
(2,565) |
Effect of movements in foreign exchange |
(19) |
(2) |
(30) |
(51) |
At 31 December 2025 |
3,609 |
853 |
2,359 |
6,821 |
Net book value at 31 December 2025 |
1,123 |
75 |
191 |
1,389 |
Leasehold |
Fixtures and |
Plant and |
||
improvements |
fittings |
equipment |
Total |
|
2024 |
£000 |
£000 |
£000 |
£000 |
Cost |
||||
At 1 January 2024 |
6,279 |
1,195 |
3,624 |
11,098 |
Additions |
281 |
28 |
26 |
335 |
Disposals |
– |
– |
(453) |
(453) |
Effect of movements in foreign exchange |
(260) |
(25) |
(53) |
(338) |
At 31 December 2024 |
6,300 |
1,198 |
3,144 |
10,642 |
Accumulated depreciation |
||||
At 1 January 2024 |
4,741 |
1,061 |
2,680 |
8,482 |
Depreciation charge for the year |
371 |
47 |
440 |
858 |
Disposals |
– |
– |
(450) |
(450) |
Effect of movements in foreign exchange |
(159) |
(23) |
(40) |
(222) |
At 31 December 2024 |
4,953 |
1,085 |
2,630 |
8,668 |
Net book value at 31 December 2024 |
1,347 |
113 |
514 |
1,974 |
FDM Group (Holdings) plc
Annual Report and Accounts 2025
continued
Notes to the Consolidated Financial Statements
166
2025 | 2024 | |
Goodwill | £000 | £000 |
Cost | ||
At 1 January | 19,464 | 19,571 |
Effect of movements in foreign exchange | 29 | (107) |
At 31 December | 19,493 | 19,464 |
Accumulated impairment | ||
At 1 January | – | – |
Impairment charge recognised in the year | 2,992 | – |
At 31 December 2025 | 2,992 | – |
Net book value at 31 December | 16,501 | 19,464 |
Goodwill is not amortised but is subject to an annual impairment test.
The goodwill has been allocated to cash generating units (“CGUs”) summarised as follows:
North | |||||
UK | America | EMEA | APAC | Total | |
£000 | £000 | £000 | £000 | £000 | |
Cost at 31 December 2025 | 14,843 | 1,658 | 2,992 | – | 19,493 |
Impairment at 31 December 2025 | – | – | (2,992) | – | (2,992) |
NBV at 31 December 2025 | 14,843 | 1,658 | – | – | 16,501 |
Cost and NBV at 31 December 2024 | 14,843 | 1,778 | 2,843 | – | 19,464 |
An overview of impairment reviews performed by CGUs is set out below. The recoverable amount of each CGU has been
determined on value in use, which has been calculated using cash flow projections from financial budgets and forecasts
approved by the Board covering a three-year period from the date of the relevant impairment review. In setting those
budgets and forecasts the Board also considered the risks to the business. The key assumptions in the projections
relate to revenue forecasts and operating profit margins in each of the operating CGUs. The values applied to these key
assumptions are based on past experience together with management’s future expectations about business performance.
The Group tests goodwill annually for impairment, or more frequently if there are indications that goodwill might be
impaired. The growth rate used to extrapolate the cash flows beyond the three-year forecast period was 2% in perpetuity.
The pre-tax (nominal) discount rates used in the calculations were as follows:
2025 | 2024 | |
% | % | |
UK | 20.30 | 13.93 |
North America | 23.73 | 21.62 |
EMEA | 6.12 | 9.03 |
An impairment charge of £3,272,000 in relation to the EMEA CGU was recognised during the year (2024: £nil). As
disclosed in note 6, 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).
The review found that for other operating CGUs the present value of future cash flows was significantly higher than the
value of goodwill. As a result of the review the Directors did not identify any impairment for the goodwill in these CGUs.
In considering sensitivities, no reasonable change in any of the above key assumptions would cause the recoverable
Strategic Report
Governance
Financial Statements
167
Deferred tax assets and liabilities are offset where the Group has a legally enforceable right to do so. The following is
the analysis of the deferred tax balances (after offset) for financial reporting purposes:
2025 |
2024 |
|
£000 |
£000 |
|
Non-current asset: |
||
Non-current temporary differences |
209 |
481 |
Deferred tax asset |
209 |
481 |
2025 |
2024 |
|
£000 |
£000 |
|
Non-current liability: |
||
Deferred tax liability |
– |
– |
The Directors consider the deferred tax asset is recoverable within two to five years. Deferred tax assets have been
recognised in respect of timing differences associated with share-based payment expenses where it is considered
probable that these assets will be recovered.
Movement in deferred tax asset during 2025:
Recognised |
Recognised |
Transferred |
||||
1 January |
in income |
in other |
to retained |
Exchange |
31 December |
|
2025 |
statement |
reserves |
earnings |
difference |
2025 |
|
£000 |
£000 |
£000 |
£000 |
£000 |
£000 |
|
Share-based payments |
370 |
(267) |
(3) |
– |
(5) |
95 |
Right-of-use assets |
3 |
(3) |
– |
– |
– |
– |
Property, plant and equipment |
68 |
18 |
– |
– |
(2) |
84 |
Other |
40 |
(8) |
– |
– |
(2) |
30 |
481 |
(260) |
(3) |
– |
(9) |
209 |
Movement in deferred tax asset during 2024:
Recognised |
Recognised |
Transferred |
||||
1 January |
in income |
in other |
to retained |
Exchange |
31 December |
|
2024 |
statement |
reserves |
earnings |
difference |
2024 |
|
£000 |
£000 |
£000 |
£000 |
£000 |
£000 |
|
Share-based payments |
360 |
7 |
– |
3 |
– |
370 |
Right-of-use assets |
14 |
(11) |
– |
– |
– |
3 |
Property, plant and equipment |
75 |
35 |
(31) |
– |
(11) |
68 |
Other |
103 |
(63) |
– |
– |
– |
40 |
552 |
(32) |
(31) |
3 |
(11) |
481 |
Movement in deferred tax liability during 2024:
Recognised |
|||
1 January |
in income |
31 December |
|
2024 |
statement |
2024 |
|
£000 |
£000 |
£000 |
|
Property, plant and equipment |
(31) |
31 |
– |
The Group has unused tax losses for which no deferred tax asset has been recognised totalling £12,662,000 (2024:
£9,971,000) with a potential tax benefit of £3,501,000 (2024: £3,054,000), no asset has been recognised as the losses
have been generated in regions where the Group does not expect to generate profits in the short term. The losses can
be carried forward indefinitely. The Group has unused capital losses for which no deferred tax asset has been recognised
totalling £784,000 (2024: £784,000) with a potential tax benefit of £196,000 (2024: £196,000). The capital losses can be
FDM Group (Holdings) plc
Annual Report and Accounts 2025
continued
Notes to the Consolidated Financial Statements
168
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 |
Gross trade | Loss | ||
Expected | receivable | allowance | |
31 December 2025 | loss rate | £000 | £000 |
Not overdue | 3% | 11,985 | (418) |
Not more than three months past due | 3% | 2,370 | (83) |
More than three months but not more than six months past due | 3% | 47 | (2) |
More than six months but not more than one year past due | 3% | 22 | (1) |
14,424 | (504) |
Gross trade |
Loss |
||
Expected |
receivable |
allowance |
|
31 December 2024 |
loss rate |
£000 |
£000 |
Not overdue |
2% |
20,002 |
(448) |
Not more than three months past due |
2% |
2,780 |
(62) |
More than three months but not more than six months past due |
3% |
26 |
(1) |
22,808 |
(511) |
The movement in the allowance for expected credit loss is as below:
2025 |
2024 |
|
£000 |
£000 |
|
At 1 January |
(511) |
(516) |
Increase in allowance |
– |
– |
Unused amount reversed |
7 |
5 |
At 31 December |
(504) |
(511) |
The Group applies the IFRS 9 simplified approach to measuring expected credit losses which uses a lifetime expected
loss allowance for all trade receivables. To measure the expected credit losses, trade receivables have been grouped
based on shared credit risk characteristics. Shared credit risk characteristics include current and forward-looking
information on macroeconomic factors affecting the sector in which the debtor operates and those affecting the
ability of the client to settle the receivables. The Group has identified relevant factors including the GDP and the
unemployment rate of the countries in which it trades, and accordingly adjusts the loss rates based on expected
Strategic Report
Governance
Financial Statements
169
2025 |
2024 |
|
£000 |
£000 |
|
Cash at bank and in hand |
35,282 |
40,588 |
The Group has issued a guarantee in favour of the Swiss Office of Labour and Economy for CHF150,000 (£141,000).
The credit quality of financial assets can be assessed by reference to external credit ratings issued by credit ratings
agencies registered in the EU. Cash at bank is held with banks with the following ratings:
2025 |
2024 |
|
Cash at bank by credit rating |
£000 |
£000 |
A |
35,256 |
40,563 |
B |
26 |
25 |
35,282 |
40,588 |
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 |
Included within accruals are volume rebates of £1,732,000 (2024: £2,126,000) and payroll accruals of £2,328,000
accruals. 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
2025 |
2024 |
|
Non-current |
£000 |
£000 |
Dilapidation provision |
||
At 1 January |
658 |
228 |
Additional provision recognised |
– |
404 |
Interest expense due to unwinding of discount |
46 |
30 |
Effect of movements in foreign exchange |
(5) |
(4) |
At 31 December |
699 |
658 |
The Group is required to pay a fee or to restore the leased premises to their original conditions at the end of the
respective lease terms. A provision for dilapidations has been recognised for the net present value of the expenditure
expected to be incurred at the end of lease. These costs have been capitalised as part of the right-of-use asset and
are amortised over the term of the lease. In 2025, there were no new leased premises which required a dilapidation
FDM Group (Holdings) plc
Annual Report and Accounts 2025
continued
Notes to the Consolidated Financial Statements
170
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 |
Ordinary shares
All ordinary shares rank equally for all dividends and distributions that may be declared on such shares. At general
meetings of the Company, each shareholder who is present (in person, by proxy or by representative) is entitled to
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 £4,388,000 . 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
Strategic Report
Governance
Financial Statements
171
Capital |
Own |
Total of |
|||
redemption |
shares |
Translation |
Other |
All Other |
|
reserve |
reserve |
reserve |
reserves |
reserves |
|
£000 |
£000 |
£000 |
£000 |
£000 |
|
Balance at 1 January 2025 |
52 |
(2,400) |
1,556 |
3,317 |
2,525 |
Other comprehensive expense for the year |
– |
– |
(887) |
– |
(887) |
Total comprehensive expense for the year |
– |
– |
(887) |
– |
(887) |
Share-based payments (note 26) |
– |
– |
– |
338 |
338 |
Transfer to retained earnings |
– |
– |
– |
(2,332) |
(2,332) |
Own shares sold |
– |
2,191 |
– |
– |
2,191 |
Total transactions with owners, recognised directly |
– |
2,191 |
– |
(1,994) |
197 |
in equity |
|||||
Balance at 31 December 2025 |
52 |
(209) |
669 |
1,323 |
1,835 |
Capital |
Own |
Total of |
|||
redemption |
shares |
Translation |
Other |
All Other |
|
reserve |
reserve |
reserve |
reserves |
reserves |
|
£000 |
£000 |
£000 |
£000 |
£000 |
|
Balance at 1 January 2024 |
52 |
(3,016) |
1,062 |
3,469 |
1,567 |
Other comprehensive income for the year |
– |
– |
494 |
– |
494 |
Total comprehensive income for the year |
– |
– |
494 |
– |
494 |
Share-based payments (note 26) |
– |
– |
– |
1,108 |
1,108 |
Transfer to retained earnings |
– |
– |
– |
(1,260) |
(1,260) |
Own shares sold |
– |
616 |
– |
– |
616 |
Total transactions with owners, recognised directly |
– |
616 |
– |
(152) |
464 |
in equity |
|||||
Balance at 31 December 2024 |
52 |
(2,400) |
1,556 |
3,317 |
2,525 |
FDM Group (Holdings) plc
Annual Report and Accounts 2025
continued
Notes to the Consolidated Financial Statements
172
2025 |
2024 |
|
Recognised in Income Statement |
£000 |
£000 |
Expense arising from equity-settled share-based payment transaction |
280 |
1,009 |
Social security accrued thereon |
(96) |
54 |
184 |
1,063 |
|
Expense arising from bonus deferred as shares |
75 |
106 |
Expense arising from equity-settled share-based payment transaction |
259 |
1,169 |
2025 |
2024 |
|
Recognised in Equity |
£000 |
£000 |
Expense arising from equity-settled share-based payment transaction |
355 |
1,116 |
Deferred tax recognised in other reserves arising from equity-settled |
||
share-based payment transaction (note 18) |
(3) |
3 |
Transfer to retained earnings – Recharge |
(2,332) |
(1,172) |
Transfer to retained earnings – Lapsed options |
– |
(88) |
Currency difference on retranslation |
(14) |
(11) |
(1,994) |
(152) |
During the period 135,575 options were exercised, the share options exercised were satisfied via shares from the EBT
and issue of shares, with 19,575 shares issued. A transfer of £2,332,000 was made from ‘Other reserves’ to ‘Retained
earnings’ in respect of the exercise of share options during the period (2024: transfer of £1,172,000). For further detail
on the Group’s Plans see the Directors’ Remuneration Report report pages 107 to 127.
Options are exercisable no later than the tenth anniversary of the date of grant. The table below summarises the
outstanding share options:
2025 |
2024 |
|||
Weighted average |
Weighted average |
|||
Number of shares |
exercise price |
Number of shares |
exercise price |
|
Outstanding at 1 January |
1,884,566 |
3p |
1,822,540 |
4p |
Granted during the year |
– |
n/a |
985,376 |
1p |
Forfeited during the year |
(55,625) |
1p |
(120,875) |
17p |
Exercised during the year |
(135,575) |
1p |
(94,850) |
1p |
Lapsed during the year |
(682,750) |
1p |
(707,625) |
1p |
Outstanding at 31 December |
1,010,616 |
5p |
1,884,566 |
3p |
Exercisable at the end of the year |
75,240 |
54p |
92,315 |
44p |
Weighted average remaining |
||||
contractual life (years) |
8.39 |
54p |
8.32 |
n/a |
The weighted average share price at the date of exercise of options exercised during the year ended 31 December
2025 was 221 pence (2024: 406 pence).
Strategic Report
Governance
Financial Statements
173
The fair values of the PSP Share options made were determined using the Black-Scholes valuation model.
The significant inputs to the model were as follows:
11 September |
11 September |
11 September |
30 December |
|
Date of grant |
2024- LTIP |
2024- RSU 1 |
2024- RSU 2 |
2020 |
Share price at date of grant |
395.5p |
395.5p |
395.5p |
1116p |
Exercise price |
1p |
1p |
1p |
1p |
Dividend yield |
6.5% |
6.5% |
6.5% |
2.7% |
Expected volatility |
32.5% |
35% |
32.5% |
30% |
Risk free interest rate |
3.74% |
5.82% |
3.74% |
0% |
Expected life |
4 years |
3 years |
4 years |
4 years |
Fair value at date of grant |
304p |
325p |
304p |
999p |
The expected volatility applied in the Black-Scholes models reflects the assumption that the historical volatility is
indicative of future trends, which may not necessarily be the actual outcome.
Buy As You Earn
During the year the Buy As You Earn Plan was closed with all pending matches accelerated and awarded during
2025. The Plan allowed participants to acquire up to £12,000 of shares each year from their after tax remuneration
(“Purchased Shares”). Provided the Purchased Shares are retained in the plan and subject, ordinarily, to continued
employment, additional “Matching Shares” are awarded on the basis of a 1 for 3 match following the end of each of the
first, third and fifth years following the year in respect of which the purchased shares were acquired. The fair values of
During the AGM held on 20 May 2025, the shareholders approved that up to a maximum of 10% of the Company’s
shares could be purchased by the Company and held as own shares, renewing the authority agreed on 14 May 2024.
The authority expires at the conclusion of the Company’s next Annual General Meeting after the passing of this
resolution or, if earlier, at 23:59 on 19 August 2026.
Established in 2018, the FDM Group Employee Benefit Trust was used to purchase shares sold by option holders upon
exercise of options under the FDM Performance Share Plan and sell shares to the members of the FDM Group Buy As
You Earn Plan. The Group accounts for the Company’s shares held by the Trustee of the FDM Group Employee Benefit
Trust as a deduction from shareholders’ funds.
The administrative costs of running the Trust have been consolidated in the results of FDM Group (Holdings) plc.
2025 |
2024 |
|
Number of shares in the Company owned by the EBT |
33,852 |
391,341 |
Nominal value of shares held |
£339 |
£3,913 |
Cost price of shares held |
£208,966 |
£2,400,387 |
Prevailing valuation per share |
£1.34 |
£3.15 |
Total market value of shares |
£45,362 |
£1,232,724 |
Minimum number of shares in the Company owned by EBT during the year |
33,852 |
391,341 |
Maximum number of shares in the Company owned by EBT during the year |
391,341 |
491,996 |
FDM Group (Holdings) plc
Annual Report and Accounts 2025
continued
Notes to the Consolidated Financial Statements
174
During 2025, eight family members of Directors were employed by the Group (2024: seven family members), each
at market rate on an arm’s length basis. The total remuneration relating to these staff in aggregate was £833,000,
comprising salary and bonus of £855,000 and share-based payment credit of £22,000 (2024: seven individuals,
aggregate remuneration of £977,000 comprising salary and bonus of £902,000 and share-based payment expense
of £75,000).
For information on Directors’ remuneration see note 10 and the audited sections of the Remuneration Report as
defined on page 112.
The Group manages its capital to ensure the Company and all its subsidiaries will be able to continue as a going
concern while maximising the return to shareholders.
The use of financial instruments is managed under policies and procedures approved by the Board. These are
designed to reduce the financial risks faced by the Group and Company, which primarily relate to credit, interest,
liquidity, capital management and foreign currency risks, which arise in the normal course of the Group’s business.
There are no adjustments between the amounts presented in the Statement of Financial Position and the fair values
of the assets and liabilities.
Credit risk is managed on a Group basis and arises from cash and cash equivalents and trade receivables. The Group
provides credit to clients in the normal course of business and the amount that appears in the Consolidated Statement
of Financial Position is net of an allowance for expected credit losses of £504,000 (2024: £511,000).
All material trade receivable balances relate to sales transactions with the Group’s blue-chip client base. At the
reporting date, there were no significant concentrations of credit risk. The maximum exposure to credit risk is
represented by the carrying amount of each financial asset.
Credit risk is managed through agreed procedures which include managing and analysing the credit risk for new clients
and managing existing clients. For new clients we obtain and review credit ratings and set credit limits based upon
our past experience. £408,000 of trade receivables at 31 December 2025 (2024: £463,000) is owed from new clients
Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of
changes in market interest rates. The Group’s exposure to the risk of changes in market interest rates is limited as
the Group had no debt therefore it has limited exposure to interest rate risk. The Group manages its interest rate risk
The Group manages liquidity risk by maintaining adequate cash reserves and continuously monitoring forecast and
actual cash flows and, where appropriate, matches the maturity of financial assets and liabilities.
The Group has no debt from third parties at the year end and therefore liquidity risk is not considered a significant
Strategic Report
Governance
Financial Statements
175
The Group’s policy is to maintain a strong capital base so as to maintain investor market, creditor, client and employee
confidence and to sustain future investment and development of the business. The capital structure of the Group
consists of equity attributable to the equity holders of the Group comprising issued share capital, other reserves and
retained earnings.
The Board monitors the capital structure on a regular basis and determines the level of annual dividend. The Group is
There is no significant difference between the carrying amounts shown in the Consolidated Statement of Financial
Position and the fair values of the Group and Company’s financial instruments. For current trade and other receivables
or payables with a remaining life of less than one year, the amortised cost is deemed to reflect the fair value. There are
no assets or liabilities measured at fair value through profit and loss, no derivatives used for hedging, or other financial
Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because
of changes in foreign exchange rates. The Group’s exposure to the risk of changes in foreign exchange rates relates
primarily to the Group’s operating activities (when revenue or expense is denominated in a different currency from the
Group’s presentational currency) and the Group’s net investments in foreign subsidiaries.
The currencies giving rise to this risk are primarily the US Dollar, Canadian Dollar, Hong Kong Dollar and Euro.
Cash and cash equivalents
The Group’s cash and cash equivalents are denominated in the following currencies:
2025 |
2024 |
|
£000 |
£000 |
|
Pounds Sterling |
21,883 |
26,198 |
Singapore Dollar |
3,093 |
3,102 |
Euro |
2,709 |
2,648 |
US Dollar |
2,178 |
2,800 |
Canadian Dollar |
1,130 |
1,002 |
Hong Kong Dollar |
1,706 |
1,461 |
Australian Dollar |
840 |
719 |
South African Rand |
718 |
1,039 |
Chinese Renminbi |
567 |
606 |
Polish Zloty |
346 |
773 |
Swiss Franc |
81 |
228 |
New Zealand Dollar |
31 |
12 |
35,282 |
40,588 |
29 Financial risk management
continued
176
FDM Group (Holdings) plc
Annual Report and Accounts 2025
continued
Notes to the Consolidated Financial Statements
Trade receivables
The gross carrying amounts of the Group’s trade receivables are denominated in the following currencies:
2025 |
2024 |
|
£000 |
£000 |
|
Pounds Sterling |
8,600 |
10,498 |
US Dollar |
1,920 |
3,254 |
Canadian Dollar |
1,164 |
2,854 |
Australian Dollar |
887 |
903 |
Hong Kong Dollar |
711 |
1,229 |
Euro |
667 |
2,720 |
Singapore Dollar |
367 |
928 |
Chinese Renminbi |
46 |
97 |
Polish Zloty |
31 |
229 |
Swiss Franc |
23 |
75 |
South African Rand |
2 |
21 |
New Zealand Dollar |
6 |
– |
14,424 |
22,808 |
Trade and other payables
The carrying amounts of the Group’s trade and other payables are denominated in the following currencies:
2025 |
2024 |
|
£000 |
£000 |
|
Pounds Sterling |
8,730 |
11,475 |
Euro |
1,921 |
2,616 |
Australian Dollar |
1,898 |
1,174 |
Canadian Dollar |
1,722 |
2,376 |
US Dollar |
1,449 |
1,701 |
Singapore Dollar |
465 |
511 |
Hong Kong Dollar |
385 |
390 |
Polish Zloty |
155 |
258 |
Chinese Renminbi |
59 |
82 |
South African Rand |
47 |
38 |
Swiss Franc |
38 |
94 |
New Zealand Dollar |
29 |
19 |
16,898 |
20,734 |
as at 31 December 2025
2025 |
2024 |
||
Note |
£000 |
£000 |
|
Fixed assets |
|||
Investments |
4 |
1,323 |
3,314 |
1,323 |
3,314 |
||
Current assets |
|||
Trade and other receivables |
5 |
32,985 |
41,410 |
Cash and cash equivalents |
6 |
14 |
12 |
Creditors: amounts falling due within one year |
|||
Trade and other payables |
7 |
(166) |
(200) |
Net assets |
34,156 |
44,536 |
|
Equity |
|||
Called up share capital |
8 |
1,097 |
1,097 |
Share premium account |
9,705 |
9,705 |
|
Capital redemption reserve |
52 |
52 |
|
Own shares reserve |
9 |
(209) |
(2,400) |
Other reserves |
1,323 |
3,314 |
|
Retained earnings |
22,188 |
32,768 |
|
Total equity |
34,156 |
44,536 |
The Parent Company made a profit for the year of £9,567,000 (2024: profit of £19,384,000). In accordance with
section 408 of the Companies Act 2006, the Parent Company’s individual profit and loss account is not included
in these financial statements.
The notes on pages 179 to 185 are an integral part of the Parent Company Financial Statements (Registered Company
07078823).
These financial statements on pages 177 to 185 were approved by the Board of Directors on 17 March 2026 and were
signed on its behalf by:
Rod Flavell
Mike McLaren
Chief Executive Officer
Chief Financial Officer
17 March 2026
17 March 2026
Strategic Report
Governance
Financial Statements
177
Parent Company Statement of Changes in Equity
for the year ended 31 December 2025
Called up |
Share |
Capital |
Own |
||||
share |
premium |
redemption |
shares |
Other |
Retained |
Total |
|
capital |
account |
reserve |
reserve |
reserves |
earnings |
equity |
|
£000 |
£000 |
£000 |
£000 |
£000 |
£000 |
£000 |
|
Balance at 1 January 2025 |
1,097 |
9,705 |
52 |
(2,400) |
3,314 |
32,768 |
44,536 |
Profit for the year |
– |
– |
– |
– |
– |
9,567 |
9,567 |
Total comprehensive income |
– |
– |
– |
– |
– |
9,567 |
9,567 |
for the year |
|||||||
Share-based payments (note 4) |
– |
– |
– |
– |
367 |
– |
367 |
Issue of new shares (note 8) |
– |
– |
– |
– |
– |
– |
– |
Transfer to retained earnings |
|||||||
(note 4) |
– |
– |
– |
– |
(2,358) |
2,358 |
– |
Own shares purchased/ sold |
– |
– |
– |
– |
– |
(156) |
(156) |
Recharge of net settled share |
|||||||
options |
– |
– |
– |
2,191 |
– |
(2,076) |
115 |
Dividends paid (note 11 ) |
– |
– |
– |
– |
– |
(20,273) |
(20,273) |
Total transaction with owners, |
– |
– |
– |
2,191 |
(1,991) |
(20,147) |
(19,947) |
recognised directly in equity |
|||||||
Balance at 31 December 2025 |
1,097 |
9,705 |
52 |
(209) |
1,323 |
22,188 |
34,156 |
Called up |
Share |
Capital |
Own |
||||
share |
premium |
redemption |
shares |
Other |
Retained |
Total |
|
capital |
account |
reserve |
reserve |
reserves |
earnings |
equity |
|
£000 |
£000 |
£000 |
£000 |
£000 |
£000 |
£000 |
|
Balance at 1 January 2024 |
1,096 |
9,705 |
52 |
(3,016) |
3,469 |
44,270 |
55,576 |
Profit for the year |
– |
– |
– |
– |
– |
19,384 |
19,384 |
Total comprehensive income |
– |
– |
– |
– |
– |
19,384 |
19,384 |
for the year |
|||||||
Share-based payments (note 4) |
– |
– |
– |
– |
1,016 |
– |
1,016 |
Issue of new shares (note 8) |
1 |
– |
– |
– |
– |
– |
1 |
Transfer to retained earnings |
|||||||
(note 4) |
– |
– |
– |
– |
(1,171) |
1,171 |
– |
Recharge of net settled |
|||||||
share options |
– |
– |
– |
– |
– |
(63) |
(63) |
Own shares purchased/ sold |
– |
– |
– |
616 |
– |
(317) |
299 |
Dividends paid (note 11 ) |
– |
– |
– |
– |
– |
(31,677) |
(31,677) |
Total transaction with owners, |
1 |
– |
– |
616 |
(155) |
(30,886) |
(30,424) |
recognised directly in equity |
|||||||
Balance at 31 December 2024 |
1,097 |
9,705 |
52 |
(2,400) |
3,314 |
32,768 |
44,536 |
The notes on pages
179
FDM Group (Holdings) plc
Annual Report and Accounts 2025
178
Notes to the Parent Company Financial Statements
1 General information
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.
2 Going concern
The Directors have a reasonable expectation that with the continued support of its Subsidiaries, the Company will have
adequate resources to continue in operational existence as a holding company for at least twelve months. Accordingly,
the Directors continue to adopt the going concern basis for preparing the financial statements.
3 Accounting policies
The separate financial statements of the Company have been prepared in accordance with Financial Reporting
Standard 101 ‘Reduced disclosure framework’ (FRS 101) and the requirements of the Companies Act 2006 as applicable
to companies using FRS 101.
The Company has taken the exemption under section 408 of the Companies Act 2006 not to present the Parent
Company income statement. The profit for the year was £9,567,000 (2024: profit of £19,384,000).
The financial information has been prepared on a historical cost basis and is presented in Pounds Sterling and all
values are rounded to the nearest thousand (£000), except where otherwise indicated.
The following exemptions available under FRS 101 have been applied:
•
The following paragraphs of IAS 1 ‘Presentation of financial statements’:
–
10(d) (statement of cash flows);
–
16 (statement of compliance with all IFRS);
–
38A (requirement for minimum of two primary statements, including cash flow statements)’
–
38 B-D (additional comparative information);
–
40 A-D (requirements for a third statement of financial position);
–
111 (cash flow statement information); and
–
134-136 (Capital management disclosures).
•
IAS 7 ‘Statement of cash flows’.
•
Paragraph 30 and 31 of IAS 8 ‘Accounting policies, changes in accounting estimates and errors’ (requirement
for the disclosure of information when an entity has not applied a new IFRS that has been issued but is not
yet effective); and
•
The requirements in IAS 24 ‘Related party disclosures’ to disclose related party transactions entered into between
two or more members of a group.
As permitted by section 408(3) of the Companies Act 2006, the income statement of the Company is not presented
in this Annual Report.
These separate financial statements are not intended to give a true and fair view of the profit or loss or cash flows of
the Company. The Company has not published its individual cash flow statement as its liquidity, solvency and financial
adaptability are dependent on the Group rather than its own cash flows.
The accounting policies of the Company are the same as those of the Group and have been applied consistently.
These are set out in note 3 in the Notes to the Consolidated Financial Statements, except the adoption of FRS 101 as
outlined above and that the Company has no policy in respect of consolidation. Investments in subsidiaries are carried
at historical cost, share options transactions flow through Parent Company investments as required under IFRS 2.
Details of the Company’s other accounting estimate, being the share-based payments, is consistent with the
disclosure in note 4 to the Consolidated Financial Statements on page 155.
No individual judgements have been made that have a significant impact on the financial statements (2024: none).
179
Financial Statements
Governance
Strategic Report
Notes to the Parent Company Financial Statements
continued
4 Investments
2025
£000
2024
£000
At 1 January
3,314
3,469
Additions
367
1,016
Recharge of IFRS 2 investment
(2,358)
(1,171)
At 31 December
1,323
3,314
The investments balance represents costs associated with the investment in subsidiary undertakings and with the PSP.
Share-based payment
The Group operates an equity-settled share-based payment plan for the employees of subsidiaries using the
Company’s equity instruments. The fair value of the compensation given in respect of the share-based payment plan
is recognised as a capital contribution to the Company’s subsidiaries over the vesting period. The capital contribution
is reduced by any payments received from subsidiaries in respect of these share-based payments. The Company
currently uses a number of equity-settled share plans to grant options and shares to the Directors and employees of
its subsidiaries. At 31 December 2025, the Company had 1,010,616 share options outstanding (2024: 1,884,566 shares
outstanding).
During the year ended 31 December 2025, the increase in total capital contribution arising from share-based payments
was £367,000 (2024: £1,016,000). Payments of £2,358,000 (2024: £1,171,000) received from subsidiaries shown as
a transfer to Retained earnings from the Other reserves. Full details of share-based payments and share plans are
disclosed in note 26 to the Consolidated Financial Statements.
Investment in subsidiary undertakings
The total cost of investments in subsidiaries, is £2 (2024: £2). Astra 5.0 Limited acts as an intermediate holding
company and provides human resources and marketing services to the Group. The remaining subsidiaries carry
out the principal activity of the Group.
FDM Group (Holdings) plc
Annual Report and Accounts 2025
180
The Company holds the following investments in its subsidiaries:
Company
Country of
incorporation
Class of share held
Direct/ indirect
Ownership
Astra 5.0 Limited
United Kingdom
Ordinary
Direct
100%
FDM Group Limited
United Kingdom
Ordinary
Indirect
100%
FDM Astra Ireland Limited
Ireland
Ordinary
Indirect
100%
FDM Group, Inc.
USA
Ordinary
Indirect
100%
FDM Group Canada Inc.
Canada
Ordinary
Indirect
100%
FDM Group NV
Belgium
Ordinary
Indirect
100%
FDM Group GmbH
Germany
Ordinary
Indirect
100%
FDM Switzerland GmbH
Switzerland
Ordinary
Indirect
100%
FDM Luxembourg S.A.
Luxembourg
Ordinary
Indirect
100%
FDM South Africa Proprietary Limited
South Africa
Ordinary
Indirect
100%
FDM Singapore Consulting PTE Limited
Singapore
Ordinary
Indirect
100%
FDM Technology (Shanghai) Co., Ltd.
China
Ordinary
Indirect
100%
FDM Group HK Limited
Hong Kong
Ordinary
Indirect
100%
FDM Group Australia Pty Ltd
Australia
Ordinary
Indirect
100%
FDM Group Austria GmbH
Austria
Ordinary
Indirect
100%
FDM Group B.V.
The Netherlands
Ordinary
Indirect
100%
FDM Grupa Polska sp. z.o.o.
Poland
Ordinary
Indirect
100%
FDM Group New Zealand Limited
New Zealand
Ordinary
Indirect
100%
FDM Malaysia Consulting SDN. BHD.
Malaysia
Ordinary
Indirect
100%
181
Financial Statements
Governance
Strategic Report
Notes to the Parent Company Financial Statements
continued
The registered address for each subsidiary of the Company as at 31 December 2025 is listed below. The principal
place of business of each company is considered the same as the registered office.
UK registered subsidiaries exempt from Audit
For the year ended 31 December 2025, FDM Group Limited (company registration number 02542980) and Astra 5.0
Limited (company registration number 06936835) will take advantage of the audit exemption set out within Section
479A of the Companies Act 2006. The Company will guarantee the debts and liabilities of the above UK subsidiary
undertakings at the balance sheet date in accordance with Section 479C of the Companies Act 2006. The Company
has assessed the probability of loss under the guarantee as remote.
Company
Registered address
Astra 5.0 Limited
3rd Floor, Cottons Centre, Cottons Lane, London SE1 2QG, UK
FDM Group Limited
3rd Floor, Cottons Centre, Cottons Lane, London SE1 2QG, UK
FDM Astra Ireland Limited
25 North Wall Quay, Dublin 1, D01 H104, Ireland
FDM Group, Inc.
105 and 105F, 34th Floor, 199 Water Street, New York, NY, 10038, USA
FDM Group Canada Inc.
1 Place Ville Marie, 37th Floor, Montreal, QC H3B 3P4, Canada
FDM Group NV
Briljantstraat 86, Box 23, 1170 Watermaal-Bosvoorde (Brussels), Belgium
FDM Group GmbH
6th Floor, Mainzer Landstrasse 41, 60329, Frankfurt am Main, Germany
FDM Switzerland GmbH
Lavaterstrasse 40, Zurich, CH 8002, Switzerland
FDM Luxembourg S.A.
Office No. 17, 12c Rue Guillaume Kroll, L-1882, Luxembourg
FDM South Africa Proprietary Ltd.
9 Kinross Street, Germiston South, Gauteng, 1401 South Africa
FDM Singapore Consulting PTE
77 Robinson Road, #13-00 Robinson 77, Singapore 068896
FDM Technology (Shanghai) Co Ltd.
C31, 22/F Jing’an Kerry Centre Office Tower 3, 1228 Middle Yan An Road,
Jing An, Shanghai, 200040, China
FDM Group HK Limited
6/F, The Annex, Central Plaza, 18 Harbour Road, Hong Kong
FDM Group Australia Pty Ltd
Level 21, Tower Three, International Towers, 300 Barangaroo Avenue,
Sydney, 2000, NSW, Australia
FDM Group Austria GmbH
Gertrude-Fröhlich-Sandner-Straße 1/Top 13 1100 Wien, Austria
FDM Group B.V.
Westerdoksdijk 423, 1013 BX, Amsterdam, Nederland
FDM Grupa Polska sp. z.o.o.
ul. Grzybowska nr 2 lok. 29, Warsaw, 00-131, Poland
FDM Group New Zealand Limited
Level 5, 79 Queen Street, Auckland 1010, New Zealand
FDM Malaysia Consulting SDN. BHD.
Unit C-12-4, Level 12, Block C Megan Avenue II, 12 Jalan Yap Kwan Seng,
50450 Kuala Lumpur, Wilayah Persekutuan, Malaysia
4 Investments
continued
FDM Group (Holdings) plc
Annual Report and Accounts 2025
182
5 Trade and other receivables
2025
£000
2024
£000
Amounts owed by subsidiary undertakings
32,977
41,369
Other receivables
1
33
Prepayments and accrued income
7
8
32,985
41,410
All trade and other receivables are receivable in Pounds Sterling and are fully performing. The amounts owed by
subsidiary undertakings are unsecured, non-interest bearing and repayable on demand. There is a regular flow of
funds between FDM Group (Holdings) plc and FDM Group Limited, primarily to facilitate the payment of dividends
by FDM Group (Holdings) plc to its shareholders.
6 Cash and cash equivalents
2025
£000
2024
£000
Cash at bank and in hand
14
12
The Company’s cash is held with a financial institution with a credit rating of A at the date of signing the
financial statements.
7 Trade and other payables
2025
£000
2024
£000
Trade payables
14
12
Other payables
9
6
Accruals
90
157
Current tax liability
53
25
166
200
8 Called up share capital
Authorised, called-up, allotted and fully-paid share capital
2025
Number of
shares
2025
£000
2024
Number of
shares
2024
£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
Ordinary shares
All ordinary shares rank equally for all dividends and distributions that may be declared on such shares. At general
meetings of the Company, each shareholder who is present (in person, by proxy or by representative) is entitled to one
vote on a show of hands and, on a poll, to one vote per share.
183
Financial Statements
Governance
Strategic Report
Notes to the Parent Company Financial Statements
continued
9 Own shares reserve
During the AGM held on 20 May 2025, the shareholders approved that up to a maximum of 10% of the Company’s
shares could be purchased by the Company and held as own shares, renewing the authority agreed on 14 May 2024.
The authority expires at the conclusion of the Company’s next Annual General Meeting after the passing of this
resolution or, if earlier, at 23:59 on 19 August 2026.
Established in 2018, the FDM Group Employee Benefit Trust was used to purchase shares sold by option holders upon
exercise of options under the FDM Performance Share Plan and sell shares to the members of the FDM Group Buy As
You Earn Plan. The Group accounts for the Company’s shares held by the Trustee of the FDM Group Employee Benefit
Trust as a deduction from shareholders’ funds.
The administrative costs of running the Trust have been consolidated in the results of FDM Group (Holdings) plc.
31 December
2025
31 December
2024
Number of shares in the Company owned by the EBT
33,852
391,341
Nominal value of shares held
£339
£3,913
Cost price of shares held
£208,966
£2,400,387
Prevailing valuation per share
£1.34
£3.15
Total market value of shares
£45,362
£1,232,724
Minimum number of shares in the Company owned by EBT during the year
33,852
391,341
Maximum number of shares in the Company owned by EBT during the year
391,341
491,996
10 Financial risk management
The financial risks and uncertainties the Company faces are the same as those of the Group. These are set out on
pages 174 to 176.
FDM Group (Holdings) plc
Annual Report and Accounts 2025
184
11 Dividends
2025
£000
2024
£000
Dividends received
Received from subsidiaries
10,000
20,000
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 £4,388,000. 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.
12 Directors’ remuneration
Directors’ remuneration was paid by FDM Group Limited in both the current and prior year and no recharge was made
to the Company. For further details see note 10 to the Consolidated Financial Statements on page 160.
13 Auditors’ remuneration
Auditors’ remuneration of £10,000 was charged in relation to 2025 (2024: £10,000), the fees were paid by FDM Group
Limited in both the current and prior year and no recharge was made to the Company.
14 Employees
The Company had no employees during the current or prior year.
185
Financial Statements
Governance
Strategic Report
Dividends and results calendar
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 £4,388,000. Subject to shareholder
approval the dividend will be paid on 26 June 2026 to shareholders on the register on 5 June 2026.
The Group’s interim results 2026 will be announced on 29 July 2026.
Directors
Alan Kinnear
Rod Flavell
Sheila Flavell
Mike McLaren
Andy Brown
Jacqueline de Rojas
Rowena Murray
Bruce Lee
Non-Executive Chair
Chief Executive Officer
Chief Operating Officer
Chief Financial Officer
Chief Commercial Officer
Non-Executive Director
Non-Executive Director
Non-Executive Director
Company Secretary
Mark Heather
Registered office
3rd Floor
Cottons Centre
Cottons Lane
London
SE1 2QG
Independent Auditors
PricewaterhouseCoopers LLP
1 Embankment Place
London
WC2N 6RH
Bankers
HSBC Bank plc
8 Canada Square
London
E14 5HQ
Registrars
Link Group
10th Floor
Central Square
29 Wellington Street
Leeds
LS1 4DL
Stockbrokers (joint)
Investec Bank plc
30 Gresham Street
London
EC2V 7QP
HSBC Bank plc
8 Canada Square
London
E14 5HQ
Shore Capital
Cassini House
St James’s Street
London
SW1A 1LD
Barclays
1 Churchill Place
Canary Wharf
London
E14 5HP
Shareholder Information
FDM Group (Holdings) plc
Annual Report and Accounts 2025
186
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fdmgroup.com
FDM Group (Holdings) plc
3rd Floor, Cottons Centre,
Cottons Lane, London SE1 2QG
Tel: +44 (0) 20 3056 8240
Email: enquiries@fdmgroup.com
Powering the people
behind tech and innovation
FDM Group (Holdings) plc
Annual Report and Accounts 2025