Interim report
Page 1
RNS Number : 8714OFDM Group (Holdings) plc03 August 2026 FDM Group (Holdings) plc Interim Results FDM Group (Holdings) plc ("the Company") and its subsidiaries (together "the Group" or "FDM"), today announces itsresults for the six months ended 30 June 2026. Commenting on current trading and outlook, Rod Flavell, Chief Executive Officer, said: "The positive lead indicators seen in a number of our markets, which we highlighted late in 2025 and earlier in the current year, continued through the first half of 2026. While Consultants assigned to clients remain at suppressed levels, we have delivered the first six-monthly increase in this metric since the market downturn in 2023, together with an increase in coaching completions of 50% against the second half of last year. Our markets remain uncertain, with macroeconomic and political instability continuing to impact our customers' investment decisions; it remains too early to judge whether this improvement will continue. We continue to maintain strong relationships with clients across the broad range of services we provide. The AI landscape continues to evolve rapidly, both economically and operationally. As greater clarity emerges around the benefits, costs and risks of AI adoption, our clients increasingly recognise that the most effective AI solutions will be human-centric. Our flexible service offerings and appropriately-skilled people, combined with our ability to adapt quickly to changing client needs, enable us to partner as a trusted adviser, helping them deliver their strategic objectives. The evolution over recent periods of our already highly-scalable business model has both increased operational efficiency and reduced the Group's cost base. FDM enjoys a strong balance sheet, is highly cash generative, and is well placed to deliver profitable growth when market conditions allow." Highlights 30 June 2026 30 June 2025 % change Revenue £78.6m £97.3m -19% Adjusted operating profit1 £5.6m £9.1m -38% Profit before tax £4.1m £8.0m -49% Adjusted profit before tax1 £5.5m £9.0m -39% Basic earnings per share 2.8p 5.7p -51% Adjusted basic earnings per share1 3.8p 6.3p -40% Cash flows generated from operations £4.4m £12.6m -65% Cash position at period end £31.1m £34.6m -10% Cash conversion2 104% 155% -33% Adjusted cash conversion2 94% 155% -39% Share-based payment expenses £0.4m £0.0m n/a Exceptional administrative expenses £0.9m £1.0m -10% Effective income tax rate 25.5% 22.0% +16% Interim dividend per share 3.0p 6.0p -50% · The modest pickup in trading activity which we began to see towards the end of 2025 continued through the first half of 2026, and the Group's performance was in line with the Board's expectations. · Consultants assigned to clients at week 263 were 2,042, up 2% against the end of 2025 (2,003) and 6% lower than at week 26 2025 (2,173). The split by region at week 263 was: UK 839 (2025: 1,013); North America 593 (2025: 447);
Page 2
EMEA 119 (2025: 225); and APAC 491 (2025: 488). · We cautiously increased graduate Consultant recruitment and the number of coaching completions grew to 609 (six- month period ending 30 June 2025: 424; six-month period ending 31 December 2025: 404), in response to increased demand from clients. · Revenue decreased by 19% to £78.6 million (2025: £97.3 million) and profit before tax decreased by 49% to £4.1 million (2025: £8.0 million). · Consultant utilisation rate4 for the six months to 30 June 2026 was up slightly from the prior period at 93.6% (2025: 91.6%). · We secured 27 new clients globally (2025: 21), 16 of which were outside the financial services sector (2025: 14 outside the financial services sector). · We remain focused on managing our cost base. We incurred exceptional costs of £0.9 million (2025: £1.0 million), primarily in the UK, as we continued to align our internal staff and available resource to market demand. · We maintain a robust balance sheet, with £31.1 million cash at 30 June 2026 (2025: £34.6 million) and no debt. · Cash conversion was 104% during the first six months of 2026 (2025: 155%), continuing to reflect good working capital management. Adjusted cash conversion2 was 94% (2025: 155%). · On 31 July 2026, the Board declared an interim dividend of 3.0 pence per ordinary share (2025: 6.0 pence), which will be payable on 13 November 2026 to shareholders on the register on 23 October 2026. 1 The adjusted operating profit and adjusted profit before tax are calculated before: i) Share Plan expenses of £0.4 million (2025: £nil million); and ii) exceptional costs of £0.9 million (2025: £1.0 million) as we continued to align our internal staff and available resource with market demand. The adjusted basic earnings per share is calculated before the impact, net of tax, of: i) Share Plan expenses (including associated deferred tax); and ii) exceptional costs of £0.9 million (2025: £1.0 million). 2 Cash conversion is calculated by dividing cash flows generated from operations by operating profit. The adjusted cash conversion is calculated by dividing cash flows generated from operations by operating profit adjusted for Share Plan expenses of £0.4 million as this is a non-cash item (2025: £nil million). 3 Week 26 in 2026 commenced on 29 June 2026 (2025: week 26 commenced on 30 June 2025; year-end 2025 figures taken from week commencing on 15 December 2025).4 The business uses the metric 'Consultant utilisation' to monitor all deployed Consultants. Utilisation rate is calculated as the ratio of the cost of deployed Consultants to the total Consultant payroll cost. Enquiries For further information: FDM Rod Flavell - CEO Mike McLaren - CFO 0203 056 8240 0203 056 8240 Nick Oborne (financial public relations) 07850 127526 Forward-looking statements This Interim Report contains statements which constitute "forward-looking statements". Although the Group believes that the expectations reflected in these forward-looking statements are reasonable at the time they are made, it can give no assurance that these expectations will prove to be correct. Because these statements involve risks and uncertainties, actual results may differ materially from those expressed or implied by these forward-looking statements. Subject to any requirement under the Disclosure Guidance and Transparency Rules or other applicable legislation, regulation or rules, the Group does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Neither shareholders nor prospective shareholders should place undue reliance on forward-looking statements, which speak only as of the date of this Interim Report. We are FDM FDM Group is a global professional services provider with a focus on IT. We are a global leader in tech and business talent solutions. We drive transformation through AI-enabled talent, supporting future-focused businesses to achieve ambitious goals. We coach individuals through our adaptable Skills Lab, delivering experiential-based learning tailored to client requirements and sprints with a focus on skills development. Our energetic and self-motivated Consultants are deployed across five
Page 3
Practices: · Software Engineering; · Change & Transformation; · Data & Analytics; · IT Operations; and · Risk, Regulation & Compliance ("RRC"). Our purpose 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 Interim Management Review Overview The modest but encouraging pickup in trading levels we highlighted late in 2025 and earlier in the current year continued throughout the first six months of 2026 and the Group's first half performance was in line with the Board's expectations. Consultants assigned to clients at the half year were 2,042 (year-end 2025: 2,003; week 26 2025: 2,173), the first six-monthly increase since the downturn in market conditions commenced in 2023. Coaching completions increased to 609 (six months to 30 June 2025: 424; six months to 31 December 2025: 404) in response to increased demand from our clients. Revenue for the six months ending 30 June 2026 was £78.6 million, a 19% decrease on the period ending 30 June 2025 and a 2% decrease on the six months ending 31 December 2025. We delivered adjusted profit before tax for the first half of £5.5 million, down 39% on the equivalent period in 2025 (£9.0 million). We maintain our prudent stance on managing the Group's cost base. During the first half, the Group incurred exceptional costs of £0.9 million (2025: £1.0 million), as a result of the Group taking measures, primarily in the UK, to align the number of undeployed Consultants and internal staff with current market demand. The Group continues to equip its Consultants with the appropriate skills and the knowledge they require across the wide range of activities and services we provide our clients. This includes the various AI tools, methodologies and advancements and, while the speed and adoption of AI strategies varies across our clients and sectors as related benefits, costs and risks become clearer, we are well placed to benefit from opportunities that are presented in this space. The Group's balance sheet remains robust with cash balances at 30 June 2026 of £31.1 million (30 June 2025: £34.6 million). The Group has no debt. Strategy FDM's strategy remains to deliver customer-led, sustainable, profitable growth on a consistent basis through our established and proven business model. 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. Our business model has been developed to support the effective delivery of our strategy. The agility of FDM's business model means we can respond promptly and appropriately to changing market conditions. Our AI and Sales Transformation Programmes launched in 2025 are progressing well and are helping the Group to respond to emerging opportunities and evolving client requirements. The Programmes are focused on evolving sales structures and methodologies, enabling AI-focused products and services that support growth and shareholder value, and accelerating the internal adoption of AI across our business. (i) Attract and develop talented Consultants With challenging market conditions continuing, our levels of Consultant recruitment remain under close review to ensure that our available resource aligns, as far as practicable, with client demand across our operating locations. A
Page 4
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. Towards the end of last year we cautiously increased recruitment in response to client demand and we delivered 609 coaching completions in the first half of the year (six months to June 2025: 424). In response to client needs, we have also enhanced our ability to offer experienced Consultants, often drawn from our extensive Alumni network, alongside our Consultants who have graduated more recently. The strength of our University Partner relationships and our Ex-Forces and Returners Programmes enables us to increase recruitment and training in response to market conditions and client demand. We continue to generate high numbers of applications across all our operating locations with applicants seeking the benefits of FDM's market- leading, flexible coaching. We have an excellent pipeline of assessed candidates, looking to join our Skills Lab. (ii) Invest in our state-of-the-art Skills Lab to provide expert training The FDM Practices methodology enhances our ability to respond to clients' needs as they look for more specific, detailed and nuanced skillsets within each job role. We continue to use a dynamic, skills-based, experiential model. Consultants are subject to continuous assessment as they complete core and specialised sprints (designed with the knowledge of client requirements) which are led by our highly-skilled coaches, utilising industry leading third party assessment and AI tools. The FDM Practices methodology enables our Consultants to develop into experienced professionals with skills across multiple capabilities, delivering maximum value to our clients as they seek to stay ahead of the latest tech trends. During the first six months of 2026 we have established a Product Centre of Excellence within the Skills Lab where undeployed Consultants work with AI technology to develop commercial value working on in-house initiatives, client projects and proofs of concept. The expertise gained through the Product Centre of Excellence positions Consultants well for success in future client placements. The FDM Practices comprise five areas of specialism, as follows: Software Engineering Change & Transformation Data & Analytics IT Operations Risk, Regulation & Compliance Our SoftwareEngineering Consultantsare skilled in using thelatest technology andmethods to create, testand maintain softwarethat is strong, scalable,and tailored to clients'needs. Our Change andTransformation Consultantslearn to guide organisationsthrough periods ofsignificant change,mastering projectmanagement, problem-solving and agile methodsto ensure success. Our Data and AnalyticsConsultants excel atfinding valuable insights indata, using advanced toolssuch as businessintelligence and machinelearning, helping clients tomake smart decisions andstay competitive. Our IT OperationsConsultants are focusedon keeping complex ITsystems running smoothlyand securely, masteringtasks such as systemadministration, networkmanagement, andcybersecurity. Our RRC Consultantsdevelop skills inmanaging risk andensuring compliance withrules and standards,protecting organisations'reputation and trust withstakeholders. (iii) Grow and diversify our client base We continue to deliver the highest level of service to our clients and work closely with them to meet their requirements. Client diversification remains a key part of our strategy and we secured 27 new clients in the period (2025: 21), of which 15 were in the UK, 8 in North America, 3 in APAC and 1 in EMEA. Of these new clients, 16 were secured from outside the financial services sector (2025: 14 outside the financial services sector). (iv) Expand our geographic presence through sustainable and efficient means While the predominantly remote delivery of our Skills Lab coaching allows us to reduce the size and cost of our physical footprint worldwide, we retain a strong management and sales presence across all our main operating regions, and are in regular discussion with our key clients about new areas of operation, and are led by them in considering expansion into new geographies. We focus on delivering sustainable growth across the Group as and when market conditions improve. Our Markets UK Revenue for the six-month period to 30 June 2026 was £40.3 million, a 13% decrease against revenue in the first half of 2025 (£46.2 million), and a 5% decrease against the second half of 2025 (£42.2 million). Consultants deployed at week 26 were 839, a decrease of 17% from 1,013 at week 26 2025 (year-end 2025: 910). Adjusted operating profit decreased to £5.5 million (period ending 30 June 2025: £7.1 million). The UK saw ongoing challenging market conditions. Activity levels were broadly consistent year-on-year, reflected in 124 coaching completions, a similar number to 2025 (130). New client activity continued to be strong and we gained 15 new clients (2025: 15). There continued to be elevated demand for more experienced resource.
Page 5
We incurred £0.8 million of exceptional costs as we better aligned the number of benched Consultants and internal staff with demand. North America Revenue for the six-month period to 30 June was £20.1 million, a 25% decrease against the first half of 2025 (£26.8 million) and an increase of 6% against the second half of 2025 (£19.0 million). Consultants deployed at week 26 were 593, an increase of 33% from 447 at week 26 2025 (year-end 2025: 500). Adjusted operating profit decreased to £0.4 million (period ending 30 June 2025: £1.1 million). The phasing of headcount, with Consultants deployed decreasing in the six month period to week 26 2025 and Consultants deployed increasing in the six month period to week 26 2026, resulted in headcount increasing but revenue declining when compared year-on-year. Adjusted operating profit also lagged, due to lower average numbers of Consultants deployed and investment in coaching. To meet the increased demand, there were 282 coaching completions in the first half of 2026, a significant increase compared with 114 in 2025. New client activity was also encouraging and we gained 8 new clients during the period (2025: 1). EMEA (Europe, Middle East and Africa, excluding UK) Revenue for the six-month period to 30 June 2026 was £3.8 million, a 60% decrease against the first half of 2025 (£9.6 million), and a 30% decrease against the second half of 2025 (£5.4 million). Consultants deployed at week 26 were 119, a decrease of 47% from 225 at week 26 2025 and broadly stable compared with Consultants deployed at year-end 2025 (124). The adjusted operating loss was £0.2 million (period ending 30 June 2025: adjusted operating profit of £0.5 million). Year-on-year, Consultants deployed decreased due to the conclusion of a client project in Germany in the second half of 2025 and challenging market conditions which persisted into 2026. In the first six months of 2026 we coached 32 Consultants (2025: 82). APAC (Asia Pacific) Revenue for the six-month period to 30 June 2026 was £14.4 million, broadly flat against the first half of 2025 (£14.7 million) and a 4% increase against the second half of 2025 (£13.8 million). Consultants deployed at week 26 were 491, similar to last year (week 26 2025: 488; year-end 2025: 469). The adjusted operating loss was £0.1 million (period ending 30 June 2025: adjusted operating profit of £0.4 million). We managed our training schedules to align with demand and during the period we coached 171 Consultants, a significant increase compared with the first half of 2025 (98). We opened 3 new clients in the period (2025: 5). Financial Review Summary income statement Six months to 30 June 2026 Six months to 30 June 2025 % change Revenue £78.6m £97.3m -19% Exceptional administrative expenses £0.9m £1.0m -10% Adjusted operating profit 1 £5.6m £9.1m -38% Operating profit £4.2m £8.1m -48% Adjusted profit before tax 1 £5.5m £9.0m -39% Profit before tax £4.1m £8.0m -49% Adjusted basic EPS1 3.8p 6.3p -40% Basic EPS 2.8p 5.7p -51% Overview Revenue was 19% lower at £78.6 million (2025: £97.3 million) (also 19% lower on a constant currency basis2), while adjusted operating profit1 decreased by 38% to £5.6 million (2025: £9.1 million). As in 2025, the adjusted operating profit1 has benefitted by the timing of a significant recurring cash inflow. Consultants assigned to clients at week 26 2026 totalled 2,042, a decrease of 6% from 2,173 at week 26 2025 and 2% higher than the 2,003 at year-end 2025. Our Returners Programme had 139 deployed at week 26 2026 (week 26 2025: 135; year-end
Page 6
2025: 131) and our Ex-Forces Programme accounted for 41 Consultants deployed worldwide (week 26 2025: 95; year-end 2025: 51). The Consultant utilisation rate was slightly improved at 93.6% (2025: 91.6%) as we maintained our focus on aligning available resource to market demand. An analysis of revenue and Consultant headcount by region is set out in the table below: Six months to 30 June 2026 Revenue £m Six months to 30 June 2025 Revenue £m Year to 31 December 2025 Revenue £m 2026 Consultants assigned to clients at week 263 2025 Consultants assigned to clients at week 263 2025 Consultants assigned to clients at year-end3 UK 40.3 46.2 88.4 839 1,013 910 North America 20.1 26.8 45.8 593 447 500 EMEA 3.8 9.6 15.0 119 225 124 APAC 14.4 14.7 28.5 491 488 469 78.6 97.3 177.7 2,042 2,173 2,003 Administrative expenses decreased to £31.1 million (2025: £36.3 million). Included within administrative expenses are £0.9 million of exceptional costs (2025: £1.0 million), as we continued the programme to align available resource with market demand. Adjusted Group operating margin1 decreased to 7.1% (2025: 9.4%) mainly as a result of the impact of fixed costs being a higher proportion of revenue compared to the prior period. As and when market conditions permit a return to growth, we expect this trend to reverse. 1 The adjusted operating profit and adjusted profit before tax are calculated before: i) Share Plan expenses of £0.4 million (2025: £nil million); and ii) exceptional costs of £0.9 million (2025: £1.0 million) as we continued to align our internal staff and available resource with market demand. The adjusted basic earnings per share is calculated before the impact, net of tax, of: i) Share Plan expenses (including associated deferred tax); and ii) exceptional costs of £0.9 million (2025: £1.0 million). 2 The constant-currency basis is calculated by translating current period and prior period reported amounts into comparable amounts using the 2026 average exchange rate for each currency. The presentation of the constant-currency basis provides a better understanding of the Group's trading performance by removing the impact on revenue of movements in foreign exchange. 3 Week 26 in 2026 commenced on 29 June 2026 (2025: week 26 commenced on 30 June 2025; year-end 2025 figures taken from week commencing on 15 December 2025). Adjusting items The Group presents adjusted results, in addition to the statutory results, as the Directors consider that they provide a useful indication of underlying trading performance and cash generation. The adjusted results are stated before; i) share-based payment expenses including associated taxes and social security costs; and ii) exceptional administrative expenses relating to terminating the employment of internal staff and undeployed Consultants. Share-based payment The share-based payment charge is based on estimates relating to a vesting condition which may occur up to three years after the date of grant and the assumptions underpinning those estimates can change from year to year. An expense of £0.4 million was recognised in the six months to 30 June 2026 relating to the share-based payment plans (2025: expense of £nil). Details of the share-based payments are set out in note 14 to the Condensed Consolidated Interim Financial Statements. Exceptional administrative expenses During the first half, the Group incurred exceptional administrative expenses of £0.9 million (2025: £1.0 million), as a result of the Group taking measures to align better the number of undeployed Consultants and internal staff with current market demand. Net finance (expense)/ income Interest on cash balances of £0.6 million (2025: £0.6 million) was recognised as finance income in the period. Finance expense includes lease liability interest of £0.6 million (2025: £0.7 million). The Group continues to have no debt. Taxation
Page 7
The Group's total tax charge for the half year was £1.0 million, equivalent to an effective tax rate of 25.5%, on profit before tax of £4.1 million (2025: effective rate of 22.0% based on a tax charge of £1.8 million and a profit before tax of £8.0 million). The effective rate is higher than the underlying UK tax rate of 25% primarily due to the Group profits earned in higher tax jurisdictions. Earnings per share Basic earnings per share decreased in the period to 2.8 pence (2025: 5.7 pence), while adjusted basic earnings per share was 3.8 pence (2025: 6.3 pence). Diluted earnings per share was 2.8 pence (2025: 5.7 pence). Dividend On 31 July 2026, the Directors declared an interim dividend of 3.0 pence per ordinary share (2025: 6.0 pence) which will be payable on 13 November 2026 to shareholders on the register on 23 October 2026. The Group continues to operate its dividend policy, to retain sufficient capital to fund ongoing operating requirements, while maintaining an appropriate level of dividend cover and sufficient funds to invest in the Group's longer-term growth. Cash flow and Statement of Financial Position The Group's cash balance was £31.1 million as at 30 June 2026 (2025: £34.6 million). Dividends paid in the half year totalled £4.4 million (2025: £13.7 million). Net capital expenditure was £0.1 million (2025: £0.1 million) and tax paid was £1.6 million (2025: £2.5 million). The Group delivered a robust working capital performance. Cash conversion for the period was 104% (2025: 155%) and adjusted cash conversion was 94% (2025: 155%). Debtor days at the period end were in line with Group targets, as they were in the prior period. Related party transactions Details of related party transactions are included in note 16 of the Condensed Interim Financial Statements. Principal risks facing the business The Group faces a number of risks and uncertainties which could have a material impact upon its performance. The principal risks and uncertainties faced by the Group are set out in the Annual Report and Accounts for the year ended 31 December 2025 on pages 28 to 34. Following the Board's latest review, the Group's two highest-rated risks remain unchanged; an explanation of their current status is set out below. Economic and geopolitical uncertainty Tariff policies, geopolitical tensions, the continuing war in Ukraine and heightened tensions in the Middle East continued to pressure markets, supply chains, inflation expectations and financial market sentiment. Together with lower and more uncertain global growth expectations, these factors continued to dampen business confidence, and this risk remains the Group's highest-rated principal risk. These conditions affect client spending decisions, causing delays to the commencement of projects and reducing overall demand for FDM's Consultants. While many of these external factors are outside the Group's control, FDM's business model remains flexible. Our experience from previous periods of economic uncertainty suggests that clients value access to agile, skilled resources to deliver technology, change and operational programmes while retaining flexibility over their cost base. The Board continues to review measures to identify and respond to changes in macroeconomic conditions and, where appropriate, adjust recruitment, coaching, Consultant capacity and the Group's cost base to align supply with demand. Our AI and Sales Transformation programmes launched in 2025 (referred to on page 6) are also contributing significantly to the mitigation of this risk. Cybersecurity The cybersecurity threat environment remained heightened during the first half of 2026. Ransomware, data extortion, social engineering, credential compromise and attacks through third-party suppliers continued to affect organisations in the UK and internationally. The increasing use of AI tools by threat actors is also increasing the scale and sophistication of cyber risk, including more convincing phishing and impersonation attempts, faster reconnaissance and more efficient exploitation of vulnerabilities.
Page 8
Cybersecurity therefore remains a key area of focus for the Board. The Group continues to strengthen its cybersecurity, information safeguarding, supplier oversight, user awareness and incident response capabilities to reduce the likelihood and potential impact of attacks and to support an effective response if an incident occurs. In addition, the most recent risk review has resulted in some relatively minor changes to the risk rating of other principal risks, as follows: Retention of key employees Following an extended period of difficult trading, which has made business performance targets harder to achieve and reduced performance-based remuneration outcomes, the Board considers that the risk of attrition amongst middle and senior managers has increased marginally since the end of 2025. This risk could increase further if the jobs market improves. It continues to be mitigated by knowledge sharing and succession planning, and the management team is monitoring the issue closely. Challenges to the FDM Group business model Our principal risks include the risk that FDM could fail to adapt to market trends and technology-driven opportunities, impacting Consultant expertise and credentials, and the attractiveness of our client offering. Rapid technological change, including AI, is changing client needs and the Board recognises that the likelihood of this risk emerging is currently higher than in recent years. Mitigations are in place, including the Group's AI and Sales Transformation Programmes, which are evolving our sales structure, methodologies and AI-focused products and services so that we are appropriately positioned to respond to emerging opportunities and changing client demands. Reputation FDM's reputation is central to maintaining and growing the business. It could be adversely impacted by poor-quality service, the actions of Consultants, staff or contractors, failure to manage other principal risks, including cybersecurity and regulatory change, or inadequate crisis response procedures. Potential impacts include failure to meet financial targets, litigation, loss of key clients and loss of key staff. As some related principal risks are elevated, the Board considers that the likelihood of reputational risk has increased marginally. However, recent operational changes have strengthened mitigations, including a newly formalised Commercial Operations and Strategy team, a formal process for regulatory horizon scanning, and an enhanced Governance, Risk & Compliance function. The Board Following Alan Kinnear's appointment as Chair of the Board in July 2025, the number of Non-Executive Directors has 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 is ongoing to identify a new Non- Executive Director with the skills, knowledge and background which the Board requires. The Board considers it is important to take the time to identify the right candidate given the key developments which are taking place in FDM's business model to reflect changes in technology and client needs. This process is expected to be completed in the coming months, and a further announcement will be made in due course. Summary and outlook The positive lead indicators seen in a number of our markets, which we highlighted late in 2025 and earlier in the current year, continued through the first half of 2026. While Consultants assigned to clients remain at suppressed levels, we have delivered the first six-monthly increase in this metric, since the commencement of the market downturn in 2023, together with an increase in coaching completions of 50%, against the second half of last year. Our markets remain uncertain, with macroeconomic and political instability continuing to impact our customers' investment decisions; it remains too early to judge whether this improvement will continue. However, the actions the Board has taken over recent periods position the Group to deliver profitable growth when market conditions allow. By order of the Board Rod Flavell Chief Executive Officer Mike McLaren Chief Financial Officer 31 July 2026
Page 9
Condensed Consolidated Income Statement for the six months ended 30 June 2026 Six months to30 June2026 Six monthsto 30 June2025 Year ended31 December2025 (Unaudited) (Unaudited) (Audited) Note £000 £000 £000 Revenue 6 78,608 97,279 177,727 Cost of sales (43,352) (52,938) (100,247) Gross profit 35,256 44,341 77,480 Administrative expenses (31,068) (36,252) (66,708) which includes: Exceptional items 7 (943) (1,003) (2,604) Impairment loss - - (3,272) Operating profit 4,188 8,089 7,500 Finance income 623 631 1,568 Finance expense (704) (729) (1,425) Net finance (expense)/ income (81) (98) 143 Profit before income tax 4,107 7,991 7,643 Taxation 8 (1,047) (1,758) (1,974) Profit for the period 3,060 6,233 5,669 Earnings per ordinary share pence pence pence Basic 10 2.8 5.7 5.2 Diluted 10 2.8 5.7 5.2 Condensed Consolidated Statement of Comprehensive Income for the six months ended 30 June 2026 Six months to30 June 2026 Six months to30 June2025 Year ended 31 December2025 (Unaudited) (Unaudited) (Audited) £000 £000 £000 Profit for the period 3,060 6,233 5,669 Other comprehensive expense Items that may be subsequently reclassified to profit or loss
Page 10
Exchange differences on retranslation of foreign operations (net of tax) (292) (973) (887) Total other comprehensive expense (292) (973) (887) Total comprehensive income for the period 2,768 5,260 4,782 Condensed Consolidated Statement of Financial Position as at 30 June 2026 30 June2026 30 June2025 31 December2025(Unaudited) (Unaudited) (Audited) Note £000 £000 £000 Non-current assets Right-of-use assets 16,193 18,657 16,963 Property, plant and equipment 1,261 1,619 1,389 Intangible assets 16,525 19,406 16,501 Deferred income tax assets 220 208 209 34,199 39,890 35,062 Current assets Trade and other receivables 11 24,417 27,272 18,526 Income tax receivable 1,352 1,098 836 Cash and cash equivalents 12 31,122 34,617 35,282 56,891 62,987 54,644 Total assets 91,090 102,877 89,706 Current liabilities Trade and other payables 13 20,279 21,710 16,898 Lease liabilities 5,207 4,985 5,068 Provisions 38 - - Current income tax liabilities - 265 54 25,524 26,960 22,020 Non-current liabilities Lease liabilities 13,877 16,226 14,841 Provisions 783 672 699 14,660 16,898 15,540 Total liabilities 40,184 43,858 37,560 Net assets 50,906 59,019 52,146 Equity attributable to owners of the parent Share capital 1,098 1,097 1,097 Share premium 9,705 9,705 9,705 Capital redemption reserve 52 52 52 Own shares reserve (209) (1,865) (209) Translation reserve 377 583 669 Other reserves 1,404 1,884 1,323 Retained earnings 38,479 47,563 39,509 Total equity 50,906 59,019 52,146
Page 11
Condensed Consolidated Statement of Cash Flows for the six months ended 30 June 2026 Six monthsto 30 June2026 Six months to 30 June 2025 Year ended31 December2025 (Unaudited) (Unaudited) (Audited) Note £000 £000 £000 Cash flows from operating activities Profit before income tax for the period 4,107 7,991 7,643Adjustments for: Impairment loss - - 3,272 Depreciation and amortisation 2,340 2,601 5,113 Loss on disposal of non-current assets - 1 1 Finance income (623) (631) (1,568) Finance expense 704 729 1,425 Share-based payment expense (including associated social security costs) 427 23 179 (Increase)/ decrease in trade and other receivables (5,568) 573 9,655 Increase/ (decrease) in trade and other payables 2,977 1,264 (3,796) Cash flows generated from operations 4,364 12,551 21,924 Interest received 623 631 1,568 Income tax paid (1,614) (2,471) (2,671) Net cash flow from operating activities 3,373 10,711 20,821 Cash flows from investing activities Acquisition of property, plant and equipment (99) (61) (188) Net cash used in investing activities (99) (61) (188) Cash flows from financing activities Proceeds from issue of ordinary shares 1 - - Proceeds from sale of shares from EBT - 39 145 Principal element of lease payments (2,101) (1,540) (3,649) Interest element of lease payments (644) (675) (1,339) Finance costs paid (33) (54) (88) Dividends paid 9 (4,389) (13,692) (20,273) Net cash used in financing activities (7,166) (15,922) (25,204) Exchange losses on cash and cash equivalents (268) (699) (735) Net decrease in cash and cash equivalents (4,160) (5,971) (5,306) Cash and cash equivalents at beginning of period 35,282 40,588 40,588 Cash and cash equivalents at end of period 12 31,122 34,617 35,282 Condensed Consolidated Statement of Changes in Equity for the six months ended 30 June 2026 Sharecapital Sharepremium Capitalredemptionreserve Ownsharesreserve Translationreserve Otherreserves Retainedearnings Totalequity£000 £000 £000 £000 £000 £000 £000 £000 Balance at 1 January 2026 (Audited) 1,097 9,705 52 (209) 669 1,323 39,509 52,146 Profit for the period - - - - - - 3,060 3,060 Other comprehensive expense for the period - - - - (292) - - (292)
Page 12
Total comprehensive income for the period - - - - (292) - 3,060 2,768 Share-based payments (note 14) - - - - - 415 - 415 Transfer to retained earnings - - - - - (334) 334 - Recharge of net settled share options - - - - - - (35) (35) Dividends (note 9) - - - - - - (4,389) (4,389) Issue of new shares 1 - - - - - - 1 Total transactions with owners, recognised directly in equity 1 - - - - 81 (4,090) (4,008) Balance at 30 June 2026 (Unaudited) 1,098 9,705 52 (209) 377 1,404 38,479 50,906 Condensed Consolidated Statement of Changes in Equity (continued) for the six months ended 30 June 2025 Sharecapital Sharepremium Capitalredemptionreserve Ownsharesreserve Translationreserve Otherreserves Retainedearnings Totalequity£000 £000 £000 £000 £000 £000 £000 £000 Balance at 1 January 2025 (Audited) 1,097 9,705 52 (2,400) 1,556 3,317 54,013 67,340 Profit for the period - - - - - - 6,233 6,233 Other comprehensive expense for the period - - - - (973) - - (973) Total comprehensive income for the period - - - - (973) - 6,233 5,260 Share-based payments (note 14) - - - - - 72 - 72 Transfer to retained earnings - - - - - (1,505) 1,505 - Own shares sold - - - 535 - - (429) 106 Recharge of net settled share options - - - - - - (67) (67) Dividends (note 9) - - - - - - (13,692) (13,692) Total transactions with owners, recognised directly in equity - - - 535 - (1,433) (12,683) (13,581) Balance at 30 June 2025 (Unaudited) 1,097 9,705 52 (1,865) 583 1,884 47,563 59,019 Condensed Consolidated Statement of Changes in Equity (continued) for the year ended 31 December 2025 Sharecapital Sharepremium Capitalredemptionreserve Ownsharesreserve Translationreserve Otherreserves Retainedearnings Totalequity£000 £000 £000 £000 £000 £000 £000 £000 Balance at 1 January 2025 (Audited) 1,097 9,705 52 (2,400) 1,556 3,317 54,013 67,340 Profit for the year - - - - - - 5,669 5,669 Other comprehensive expense for the year - - - - (887) - - (887)
Page 13
Total comprehensive income for the year - - - - (887) - 5,669 4,782 Share-based payments (note 14) - - - - - 338 - 338 Transfer to retained earnings - - - - - (2,332) 2,332 - Own shares sold - - - 2,191 - - (2,076) 115 Recharge of net settled share options - - - - - - (156) (156) Dividends (note 9) - - - - - - (20,273) (20,273) Total transactions with owners, recognised directly in equity - - - 2,191 - (1,994) (20,173) (19,976) Balance at 31 December 2025 (Audited) 1,097 9,705 52 (209) 669 1,323 39,509 52,146 Notes to the Condensed Consolidated Interim Financial Statements 1 General information The Group is a global business and technology consultancy powering the people behind tech and innovation for over 30 years. The Company is limited by shares, incorporated and domiciled in the UK and registered as a public limited company in England and Wales with a Listing on the London Stock Exchange. The Company's registered office is 3rd Floor, Cottons Centre, Cottons Lane, London SE1 2QG and its registered number is 07078823. These Condensed Interim Financial Statements were approved for issue by the Board of Directors of the Group on 31 July 2026. They have not been audited, but have been subject to an independent review by PricewaterhouseCoopers LLP, whose independent report is included on pages 31 and 32. These Condensed Interim Financial Statements do not comprise statutory accounts within the meaning of section 434 of the Companies Act 2006. The Annual Report and Accounts for the year ended 31 December 2025 was approved by the Board of Directors of the Group on 17 March 2026 and delivered to the Registrar of Companies. The report of the auditors on those accounts was unqualified, did not contain an emphasis of matter paragraph and did not contain any statement under section 498 of the Companies Act 2006. 2 Basis of preparation This Condensed Consolidated Interim Financial Report for the half-year reporting period ended 30 June 2026 has been prepared in accordance with the UK-adopted International Accounting Standard 34, "Interim Financial Reporting" and the Disclosure Guidance and Transparency Rules sourcebook of the United Kingdom's Financial Conduct Authority. The accounting policies adopted are consistent with those of the previous financial year and corresponding interim reporting period, except for the estimation of income tax, which is determined in the Interim Financial Statements using the estimated average annual effective income tax rate applied to the pre-tax income of the interim period. The following amendment to accounting standards, that became applicable for annual reporting periods commencing on or after 1 January 2026, has been considered and did not have a material impact on the Group: - Amendments to the Classification and Measurement of Financial Instruments - Amendments to IFRS 9 and IFRS 7 - Annual Improvements to IFRS Accounting Standards - Volume 11 Exceptional items The separate reporting of exceptional items helps to provide a better understanding of the Group's underlying business performance. The Group exercises judgement in assessing whether items should be classified as exceptional items. Exceptional items are disclosed and described separately in the financial statements where it is necessary to do so to provide a better understanding of the financial performance of the Group. They are items of expense or income that are material and one-off in nature and are shown separately due to the significance of their nature or amount. Going concern basis The Group's business activities, operating cash flows and liquidity position, together with its distinctive business model, have enabled it to manage its business risks. The Group's forecasts and projections show that it will continue to operate with
Page 14
adequate cash resources and within the current working capital facilities for at least twelve months from the date of approval of these Condensed Interim Financial Statements. Having considered the principal risks, the Directors consider it appropriate to adopt the going concern basis of accounting in preparing the interim financial information. 3 Significant accounting policies These Condensed Interim Financial Statements have been prepared in accordance with the accounting policies, methods of computation and presentation adopted in the financial statements for the year ended 31 December 2025. 4 Other accounting estimate The preparation of the Group's financial statements requires management to make estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the disclosure of contingent liabilities, at the end of the reporting year. However, uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of the asset and liability affected in future periods. The estimates and assumptions applied in the Condensed Interim Financial Statements, including the key sources of estimation uncertainty, were the same as those applied in the Group's Annual Report for the year ended 31 December 2025, with the exception of changes in estimates that are required in determining the provision for income taxes, which is determined in the interim financial statements using the estimated average annual effective income tax rate applied to the pre-tax income of the interim period. 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. 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. No individual judgements have been made that have a significant impact on the financial statements. 5 Seasonality The Group is not significantly impacted by seasonality trends. A lower number of working days in the first half of the year is approximately offset by increased annual leave in the second half of the year; our lowest number of billable days occurs in December each year. 6 Segmental reporting Management has determined the operating segments based on the operating reports reviewed by the Board of Directors that are used to assess both performance and strategic decisions. Management has identified that the Executive Directors are the chief operating decision maker in accordance with the requirements of IFRS 8 'Operating segments'. At 30 June 2026, the Board of Directors consider that the Group is organised into four core geographical operating segments: (1) UK; (2) North America; (3) Europe, Middle East and Africa, excluding UK ("EMEA"); and (4) Asia Pacific ("APAC").
Page 15
Each geographical segment is engaged in providing services within a particular economic environment and is subject to risks and returns that are different from those of segments operating in other economic environments. All segment revenue, profit before income tax, assets and liabilities are attributable to the Group's sole revenue-generating stream, being a global professional services provider with a focus on IT. Segmental reporting for the six months ended 30 June 2026 (Unaudited) North UK America EMEA APAC Total £000 £000 £000 £000 £000 Revenue 40,270 20,149 3,805 14,384 78,608 Depreciation and amortisation (919) (631) (8) (782) (2,340) Exceptional administrative expenses (see note 7) (811) (28) (90) (14) (943) Segment operating profit 4,348 289 (266) (183) 4,188 Finance income1 662 74 - - 736 Finance expense1 (514) (75) (20) (208) (817) Profit/ (loss) before income tax 4,496 288 (286) (391) 4,107 As at 30 June 2026 Total assets 54,921 20,112 2,005 14,052 91,090 Total liabilities (7,697) (7,759) (6,226) (18,502) (40,184) 1 Finance income and finance expense include intercompany interest which is eliminated upon consolidation. Included in total assets above are non-current assets (excluding deferred tax) as follows: North UK America EMEA APAC Total £000 £000 £000 £000 £000 30 June 2026 26,961 3,476 16 3,526 33,979 Segmental reporting for the six months ended 30 June 2025 (Unaudited) North UK America EMEA APAC Total £000 £000 £000 £000 £000 Revenue 46,220 26,780 9,573 14,706 97,279 Depreciation and amortisation (1,045) (651) (185) (720) (2,601) Exceptional administrative expenses (see note 7) (802) (150) (30) (21) (1,003) Segment operating profit 6,301 965 429 394 8,089 Finance income1 661 65 1 - 727 Finance expense1 (545) (65) (27) (188) (825) Profit before income tax 6,417 965 403 206 7,991 As at 30 June 2025 Total assets (restated)2 58,097 18,292 12,808 13,680 102,877 Total liabilities (14,212) (6,388) (7,034) (16,224) (43,858)
Page 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 30 June 2025 (restated)2 28,633 4,098 3,348 3,603 39,682 1 Finance income and finance expense include intercompany interest which is eliminated upon consolidation. 2 Balances 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 balances reflect £4,562,000 decrease in the UK, £1,625,000 increase in North America and £2,937,000 increase in EMEA. Segmental reporting for the year ended 31 December 2025 (Audited) 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 expense1 (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 expense include intercompany interest which is eliminated upon consolidation. Included in total assets above are non-current assets (excluding deferred tax) as follows: North UK America EMEA APAC Total £000 £000 £000 £000 £000 31 December 2025 27,795 4,010 - 3,048 34,853 7 Exceptional administrative expenses During the period, the Group incurred exceptional costs of £0.9 million (2025: £1.0 million) as we continued the programme to align our internal staff and undeployed Consultants with market demand. 8 Taxation Income tax expense is recognised based on management's estimate of the weighted average annual income tax rate expected for the full financial year. The estimated average annual tax rate used for the six months ended 30 June 2026 is 25.5% (the estimated tax rate for the six months ended 30 June 2025 was 22.0%). 9 Dividends 2026
Page 17
An interim dividend of 3.0 pence per ordinary share was declared by the Directors on 31 July 2026 and will be paid on 13 November 2026 to holders of record on 23 October 2026, the total amount payable will be £3,292,000. A final dividend of 4.0 pence per share in respect of the year to 31 December 2025 was approved by shareholders at the AGM on 21 May 2026 and paid on 26 June 2026 to shareholders of record on 5 June 2026, the total amount paid was £4,389,000. 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 of record on 24 October 2025, the amount paid was £6,581,000. In respect of the year to 31 December 2024, a final dividend of 12.5 pence per share was paid on 27 June 2025, to shareholders of record on 6 June 2025, the total amount paid was £13,692,000. 10 Earnings per ordinary share Basic earnings per share is calculated by dividing the profit attributable to ordinary equity holders of the parent company by the weighted average number of ordinary shares in issue during the period. Six monthsto 30 June2026 Six monthsto 30 June2025 Year ended 31 December2025 (Unaudited) (Unaudited) (Audited) Profit for the period £000 3,060 6,233 5,669 Average number of ordinary shares in issue (thousands) Number 109,702 109,357 109,497 Basic earnings per share Pence 2.8 5.7 5.2 Adjusted basic earnings per share is calculated by dividing the profit attributable to ordinary equity holders of the parent company, excluding (i) Performance Share Plan expense (including social security costs and associated deferred tax) and (ii) exceptional costs relating to terminating the employment of internal staff and undeployed Consultants (including associated tax) by the weighted average number of ordinary shares in issue during the period. Six months to30 June 2026 Six months to30 June 2025 Year ended31 December2025 (Unaudited) (Unaudited) (Audited) Profit for the period (basic earnings) £000 3,060 6,233 5,669Share-based payment expense (includingsocial security costs) (see note 14) £000 439 12 184 Tax effect of share-based payment expense £000 (69) (91) (54) Exceptional costs (see note 7) £000 943 1,003 2,604Tax effect of exceptional costs £000 (243) (248) (690)Impairment loss £000 - - 3,272 Adjusted profit for the period £000 4,130 6,909 10,985 Average number of ordinary shares in issue (thousands) Number 109,702 109,357 109,497 Adjusted basic earnings per share Pence 3.8 6.3 10.0 Diluted earnings per share Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all dilutive potential ordinary shares. The Company has one type of dilutive potential ordinary shares in the form of employee share plan awards; the number of shares in issue has been adjusted to include the number of shares that would have been issued assuming the exercise of the share options. Six monthsto 30 June2026 Six monthsto 30 June 2025 Yearended 31December 2025 (Unaudited) (Unaudited) (Audited)
Page 18
Profit for the period (basic earnings) £000 3,060 6,233 5,669 Average number of ordinary shares in issue (thousands) Number 109,702 109,357 109,497 Adjustment for employee share plan awards (thousands) Number 331 177 131 Diluted number of ordinary shares in issue (thousands) Number 110,033 109,534 109,628 Diluted earnings per share Pence 2.8 5.7 5.2 11 Trade and other receivables Due to their short-term nature, the Directors consider that the carrying amount of trade receivables approximates to their fair value. Standard credit terms are 30 days. 30 June2026 30 June2025 31 December2025(Unaudited) (Unaudited) (Audited) £000 £000 £000 Trade receivables 18,670 20,361 13,920 Prepayments and accrued income 4,944 6,123 3,705 Other receivables 803 788 901 24,417 27,272 18,526 Included within prepayments and accrued income is £1,560,000 of accrued income (June 2025: £2,121,000; December 2025: £1,372,000). 12 Cash and cash equivalents 30 June2026 30 June2025 31 December 2025 (Unaudited) (Unaudited) (Audited) £000 £000 £000 Cash at bank and in hand 31,122 34,617 35,282 13 Trade and other payables 30 June2026 30 June2025 31 December2025 (Unaudited) (Unaudited) (Audited) £000 £000 £000 Trade payables 3,089 2,014 617 Other payables 2,505 2,614 2,393 Other taxes and social security 5,025 5,131 4,707 Accruals 9,660 11,951 9,181 20,279 21,710 16,898 Included within accruals are volume rebates of £1,385,000 (June 2025: £1,634,000; December 2025: £1,732,000) and payroll accruals of £2,208,000 (June 2025: £2,394,000; December 2025: £2,328,000). No significant judgements were made in the estimation of the volume rebate accrual. Any volume rebates, where the rebate period is non-coterminous with the financial period, are accrued based on forecast revenue for the remainder of the rebate period. No individual client rebates were material in value in 2026 or 2025. 14 Share-based payments During the six-month period ended 30 June 2026, the Group recognised a net share-based payment expense of £439,000, comprised of an expense of £404,000 and associated social security expense of £35,000 in relation to the Performance Share Plan (2025: net share-based payment expense of £12,000, comprised of an expense of £92,000 and associated social security credit of £80,000; with a credit of £371,000 and associated social insurance credit of £95,000 in relation to the Performance
Page 19
Share Plan, and an expense of £463,000 and social security of £15,000 attributable to the Buy As You Earn Plan, which closed during 2025). 15 Investment in own shares During 2018 the FDM Group Employee Benefit Trust was established to purchase shares sold by option holders upon exercise of options under the FDM Performance Share Plan. The Group accounts for its own shares held by the Trustee of the FDM Group Employee Benefit Trust as a deduction from shareholders' funds. 16 Related party transactions Six family members of Directors are employed by the Group, each at market rate on an arm's length basis. The total remuneration relating to these staff in aggregate was £421,000, comprising salary and bonus of £384,000 and share-based payment expense of £37,000 (2025: eight individuals, aggregate remuneration of £405,000, comprising salary and bonus of £437,000 and share-based payment credit of £32,000). 17 Key management personnel The key management personnel comprise the Directors of the Group. The compensation of key management is set out below:Six months to30 June2026 Six months to30 June2025 Year ended31 December2025(Unaudited) (Unaudited) (Audited) £000 £000 £000 Short-term employee benefits 1,396 1,396 2,608 Post-employment benefits 26 28 55 Share-based payments expense/ (credit) 82 (106) (106) 1,504 1,318 2,557 18 Financial instruments There are no material differences between the fair value of the financial assets and liabilities included within the following categories in the Condensed Consolidated Statement of Financial Position and their carrying value: • Trade and other receivables • Cash and cash equivalents • Trade and other payables Statement of Directors' Responsibilities The Directors confirm that these Condensed Interim Financial Statements have been prepared in accordance with UK adopted International Accounting Standard 34 "Interim Financial Reporting" and the Disclosure Guidance and Transparency Rules sourcebook of the United Kingdom's Financial Conduct Authority and that the interim management report includes a fair review of the information required by DTR 4.2.7 and DTR 4.2.8, namely: · An indication of important events that have occurred during the first six months and their impact on the condensed set of financial statements, and a description of the principal risks and uncertainties for the remaining six months of the financial year; and · Material related party transactions in the first six months and any material changes in the related party transactions described in the last Annual Report. Directors who held office during the period: Rod Flavell Sheila Flavell Mike McLaren Andy Brown Alan Kinnear Jacqueline de Rojas Rowena Murray Bruce Lee Chief Executive Officer Chief Operating Officer Chief Financial Officer Chief Commercial Officer Non-Executive Chairman Non-Executive Director Non-Executive Director Non-Executive Director The Executive Directors of FDM were listed in the Annual Report and Accounts of the Company for the year ended 31 December 2025 and remained the same in the six months to 30 June 2026.
Page 20
By order of the Board Rod Flavell Chief Executive Officer Mike McLaren Chief Financial Officer 31 July 2026 Independent review report to FDM Group (Holdings) plc Report on the condensed consolidated interim financial statements Our conclusion We have reviewed FDM Group (Holdings) plc's condensed consolidated interim financial statements (the "interim financial statements") in the Interim Report of FDM Group (Holdings) plc for the 6 month period ended 30 June 2026 (the "period"). Based on our review, nothing has come to our attention that causes us to believe that the interim financial statements are not prepared, in all material respects, in accordance with UK adopted International Accounting Standard 34, 'Interim Financial Reporting' and the Disclosure Guidance and Transparency Rules sourcebook of the United Kingdom's Financial Conduct Authority. The interim financial statements comprise: · the Condensed Consolidated Statement of Financial Position as at 30 June 2026; · the Condensed Consolidated Income Statement and the Condensed Consolidated Statement of Comprehensive Income for the period then ended; · the Condensed Consolidated Statement of Cash Flows for the period then ended; · the Condensed Consolidated Statement of Changes in Equity for the period then ended; and · the explanatory notes to the interim financial statements. The interim financial statements included in the Interim Report of FDM Group (Holdings) plc have been prepared in accordance with UK adopted International Accounting Standard 34, 'Interim Financial Reporting' and the Disclosure Guidance and Transparency Rules sourcebook of the United Kingdom's Financial Conduct Authority. Basis for conclusion We conducted our review in accordance with International Standard on Review Engagements (UK) 2410, 'Review of Interim Financial Information Performed by the Independent Auditor of the Entity' issued by the Financial Reporting Council for use in the United Kingdom ("ISRE (UK) 2410"). A review of interim financial information consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK) and, consequently, does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion. We have read the other information contained in the Interim Report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the interim financial statements. Conclusions relating to going concern Based on our review procedures, which are less extensive than those performed in an audit as described in the Basis for conclusion section of this report, nothing has come to our attention to suggest that the directors have inappropriately adopted the going concern basis of accounting or that the directors have identified material uncertainties relating to going concern that are not appropriately disclosed. This conclusion is based on the review procedures performed in accordance with ISRE (UK) 2410. However, future events or conditions may cause the group to cease to continue as a going concern. Responsibilities for the interim financial statements and the review Our responsibilities and those of the directors The Interim Report, including the interim financial statements, is the responsibility of, and has been approved by the directors. The directors are responsible for preparing the Interim Report in accordance with the Disclosure Guidance and Transparency Rules sourcebook of the United Kingdom's Financial Conduct Authority. In preparing the Interim Report, including the interim financial statements, the directors are responsible for assessing the group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or to cease operations, or have no realistic alternative but to do so.
Page 21
Our responsibility is to express a conclusion on the interim financial statements in the Interim Report based on our review. Our conclusion, including our Conclusions relating to going concern, is based on procedures that are less extensive than audit procedures, as described in the Basis for conclusion paragraph of this report. Use of this report This report, including the conclusion, has been prepared for and only for the company for the purpose of complying with the Disclosure Guidance and Transparency Rules sourcebook of the United Kingdom's Financial Conduct Authority and for no other purpose. We do not, in giving this conclusion, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing. PricewaterhouseCoopers LLP Chartered Accountants London 31 July 2026 This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authorityto act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this informationmay apply. For further information, please contact rns@lseg.com or visit www.rns.com. RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the informationcontained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. Forfurther information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy. END