RM plc: Final Results for the year ended 30 November 2025
Summary by AI BETAClose X
|
RM plc (RM.)
5 March 2026 RM plc Final Results for the year ended 30 November 2025
Improved profitability driven by strategic focus on key growth areas
RM plc (“RM”), a leading global educational technology (‘EdTech’), digital learning and assessment solution provider, reports its full year results for the year ended 30 November 2025 and provides an update on its strategy.
Financial highlights
Core Assessment business continues to grow and drive margin improvement
TTS
Technology
Current trading and FY26 outlook Trading in the first months of the year has been consistent with the Board’s expectations, with the full-year outlook remaining in line with expectations.5 We are progressing with the work required to deliver the legal and operational separation of divisions that will help facilitate disposals and unlock future cost savings. At the same time, we continue to invest in RM Ava which is the key driver of future growth.
Mark Cook, Chief Executive of RM, said “This year has seen us build real momentum in executing our strategy as we continue to grow our core Assessment platform revenue and drive a meaningful increase in our profitability year on year. This is underpinned by our relentless focus on providing a brilliant experience for learners globally and the positive impact from the cost saving initiatives we put in place. "Looking ahead, we remain focused on driving growth, by continuing to invest in RM Ava and our core, higher margin, Assessment business. Simultaneously, we are actively working on delivering the operational and legal separation necessary to facilitate future disposals of non-core assets and further improve efficiencies.” "I’m really pleased with what we have achieved so far, and I’d like to take this opportunity to thank all my colleagues for their hard work in delivering this set of results."
Board change As part of the Board’s continued focus to reduce central costs and overheads in the business, Jamie Murray Wells, Non-Executive Director, will be stepping down from the Board at the forthcoming AGM in May and will therefore not stand for re-election.
Helen Stevenson, Chair of RM, said "Jamie has played an important role on the Board during RM’s transformation over the last two and a half years and I am very grateful for his contribution. As Chair of the ESG Committee, he has overseen a marked improvement in this space, helping to ensure that ESG risks and opportunities are integrated into RM’s business strategy. On behalf of the Board, I express my thanks to Jamie and wish him well for the future."
Notes 1 Discontinued operations in FY24 related to RM Consortium. 2 Throughout this statement, adjusted operating profit, adjusted EBITDA, adjusted profit/(loss) before tax and adjusted diluted EPS are Alternative Performance Measures, stated after adjusting items (see Note 3) which are identified by virtue of their size, nature and incidence. Their treatment is applied consistently year-on-year, with the exception of adjusted EBITDA which has been redefined to exclude share-based payment charges (on the basis it is a non-cash item) and comparatives have been restated. 3 Adjusted net debt is defined as the total of borrowings less capitalised fees, cash and cash equivalents and overdrafts (see Note 3). Lease liabilities of £15.4m (2024: £15.0m) are excluded from this measure as they are not included in the measurement of adjusted net debt for the purpose of covenant calculations (see Note 15). 4 Contracted order book represents secured revenue, supported by a contract, that is yet to be recognised as revenue in the financial statements. We have introduced this metric for our Assessment division to provide greater visibility of the increasing trend towards securing longer-term strategic contractual revenue. 5 Prior to this update, the Company believes that market expectations for FY26 adjusted operating profit and adjusted EBITDA were £13.6m and £19.0m, respectively.
Presentation details A presentation by Management for investors and analysts will be published on the company website later this morning at https://www.rmplc.com/. Contacts: RM plc investorrelations@rm.com Mark Cook, Chief Executive Officer Simon Goodwin, Chief Financial Officer Daniel Fattal, Company Secretary and investor relations
Headland Consultancy (Financial PR) +44 203 805 4822 Chloe Francklin (cfrancklin@headlandconsultancy.com) Dan Mahoney (dmahoney@headlandconsultancy.com)
Notes to Editors: About RM RM was founded in 1973, with a mission to improve the educational outcomes of learners worldwide. More than fifty years on, we are a trusted Global EdTech, digital learning and assessment solution provider, transforming learners, educators, and accreditors to be more productive, resilient, and sustainable. Our simple approach enables us to deliver best in class solutions to optimise accreditation outcome.
RM is focused on delivering a consistently high-quality digital experience, acting as a trusted consultative partner to provide solutions that deliver real impact for learners worldwide. Our three businesses are:
Chief Executive’s Statement
Building momentum 2025 in review I am very proud of our achievements this year as we continue to build momentum in growing and expanding our global digital assessment offering. The official launch last June of RM Ava, our adaptive virtual accreditation platform, was a prominent moment in our history and this internally developed platform will be the engine for our future growth. We delivered a significant increase of 33.2% in adjusted operating profit, now £11.5m, and a 19.9% increase in adjusted EBITDA (excluding share-based payments) to £16.5m. Revenue in our higher margin, core Assessment division grew 19.9% with digital platform revenue[1] up by 17.3%, in a year which saw a record number of exams marked in multiple countries around the world, using our platform. Equally pleasing is that this strong growth is underpinned by a significant number of strategic customer renewals, with 99% of Assessment’s revenue up for renewal during FY25 having been successfully renewed. This demonstrates our ability to retain strategic customers and the stickiness of recurring revenue associated with our assessment offering. Our new wins in FY25 include Trinity College London on an initial 3-year contract which will see their mostly digital assessments moved to our platform. Overall revenue from continuing operations is marginally lower than FY24 by 2.5%. As previously announced, this is due to the ongoing challenging UK schools’ market and other macroeconomic headwinds in H1 impacting the Technology and TTS divisions. The impact of this, along with Assessment’s growth, is that our core Assessment division now represents 29.4% of total revenue compared to 23.9% in FY24. This, along with cost saving measures now being realised, has helped to drive overall margin improvement in RM. As reported at the half year, we successfully renewed our banking facility until July 2027, and our lenders remain highly supportive of our strategy. We continued to operate within our banking covenants throughout the year. The Board and Executive Committee are highly focused on reducing net debt and we are actively working on simplifying our business which includes disposing of non-core assets. At the half year, we also reported that the triennial valuations for RM’s closed defined benefits pension schemes showed a combined technical provisions surplus of £10.5m. Since then, I am pleased to add that we successfully agreed with the trustees to cease further contributions to those schemes 18 months earlier than had originally been agreed. We made a couple of changes to our Executive Committee which has seen Ian Mackinnon join as CEO of Technology and TTS, combining two roles into one, and Claire Matthews as Communications Director. Ian has extensive experience in business and corporate development, and Claire has taken on a role covering both internal and external communications. I would like to extend my thanks and appreciation to all our people for their hard work and commitment during this transformational period. These achievements could not have been realised without their efforts. Accelerate The equity raise has helped accelerate our strategy Having consulted with major shareholders, we undertook an equity placing last October to help accelerate future growth. This generated £13.5m cash before fees. The interest we received was overwhelming with the order book well oversubscribed, and I am grateful for the support and shared vision from our major shareholders and new investors. We stated that the proceeds would be used to do four things:
Separation involves the untangling of legacy systems that are either costly, inefficient, or inflexible for our current needs. The removal and replacement of such systems will provide further operational efficiency and, crucially, will allow us to separate the divisions to help facilitate the disposal of non-core assets. We have made good progress to date, including selecting a new ERP system to provide greater flexibility and simplicity. Build RM Ava development remains on track Our RM Ava platform is unique. It is a single sign-on, cloud-based platform that brings our existing tools and new modules together into one platform, capable of supporting the full assessment lifecycle, from content creation and online learner testing, through to digital marking and feedback. Several new modules and features were launched in 2025. This includes the learner portal which will be a simple entry point for everything connected to a learner’s assessment, such as sitting the tests. Our AI marking proof of Concepts are giving customers the opportunity to run pilots on how AI marking compares with human markers. Once completed, we will build an optional AI driven marking module into RM Ava, giving customers the choice of how much AI involvement they wish to use. To date, we have committed £20m to RM Ava’s development and expect it to be fully completed by end of FY27. We are excited by the growth opportunities as the platform accommodates a diverse range of customer types and sizes with no limit on the number we can onboard. Divisional performance Assessment: core platform revenue grows We have been clear that our Assessment division is where we see the significant future growth of our business and I am delighted to report further growth with revenue up 19.9% to £47.6m and, after removing one-off projects, our core digital platform revenue grew 17.3%. Even with this significant revenue growth our Assessment contracted orderbook has been maintained at £95.5m (FY24: £95.7m) and our orderbook for recurring core platform revenues is 11.4% higher at the end of FY25 compared to FY24. We had our most successful summer peak exam period with a record number of papers marked on our platform in Europe and APAC with over 20 million papers in total. At peak, 4,300 exam markers were working on the platform in a single day. We successfully renewed all our material contracts with strategic customers including Singapore Examinations and Assessment Board, South Australian Certificate of Education, and ACCA, some with expanded scopes of work, and won Trinity College London on an initial three-year contract, as highlighted above. Adjusted operating profit for Assessment has increased by 56.8% to £10.9m. With recent Assessment wins and renewals being predominantly high margin platform revenue, along with the benefit of savings within corporate overheads now transpiring, the division’s adjusted operating margin has increased from 17.5% to 22.9%. We expect this trend to continue as our customers pivot further towards fully digital exams, enabled by RM Ava deployment. Operationally our COO, Dr Gráinne Watson, now leads the Assessment division in its entirety which has facilitated a more aligned approach with the market and our customers’ needs coupled with providing greater visibility of key milestones and system development. Gráinne also oversees the development of RM Ava. TTS: International growth opportunities TTS revenue of £67.3m was down 7.2% primarily due to the tough UK schools’ market involving budget constraints as reported in H1. TTS International started the year well before sales to the US were impacted by the higher trade tariffs imposed on products manufactured in China, and a delay to European orders which are now expected to land in FY26. That said, TTS revenue in the Middle East grew 20.1% to £3.7m in FY25. We are confident the division will return to growth; further investment has been made in Dubai and TTS is ready to capitalise on growing market opportunities overseas. . We developed 467 exciting new products during the year with 131 using our own IP, further strengthening our portfolio. Since our learning resources have a clear impact in schools, we have introduced a new range into the parental market for home use, which is gaining early traction. Technology: performing in a tough market Technology has performed admirably in a tough UK schools’ market which has seen key initiatives such as Connect the Classroom funding delayed by several months more than originally expected and a general slowness due to schools’ budget constraints. Revenue declined 12.5% to £47.2m with the hardware and installation services most affected. Despite these external challenges, the division secured key contract renewals with South Lanarkshire Council, Brook Weston Trust and HFL Education, and won the First Federation Trust Managed Service, Connectivity and Filtering contract. Adjusted operating profit margin has improved by 0.9% to 7.5% following cost saving initiatives such as with our data centre, which has led to greater footprint efficiency and associated savings. Looking ahead, there’s a growing need from schools around security and data protection. We understand these requirements well, and will be building that expertise into our plans. Growth strategy The global EdTech market is forecast to increase by $170.8 billion at a CAGR of 15.9% between 2024 and 2029[2]. The market shift to digital education and assessment, is driving a material growth phase. We are already leaders in this space, through longstanding relationships with global accreditors and a unique offering that supports both paper and fully digital assessments or an integrated hybrid model. RM Ava, which unites core solutions into one world-leading accreditation platform, provides significant opportunities for further growth. It supports the entire lifecycle from exam content creation and secure online testing, through to AI driven marking and feedback. There are no restrictions to the number of users we can bring onto the platform as we unlock new customers and markets and continue to scale globally. As we explained to investors when we undertook an equity placing, we are investing in sales and marketing in a targeted way to help drive growth and capture this opportunity. Increasing Assessment income, coupled with the disposal of non-core assets, will continue our trajectory towards a business model substantially underpinned by assured and recurring revenues. I am excited about the prospects over the coming years as we look to extend our global assessment offering, setting our business up for long term sustainable growth. Chief Financial Officer’s statement
FY25 was a ‘Year of Building Momentum’ for RM with the benefits of previous activity starting to show through in the financial results. The clearest indication of the momentum that has been building in RM over the past 3 years is that FY25 sees the Company return to posting a Profit Before Tax (£3.2m), for the first time since FY21. The standout performance in FY25 came from the Assessment Division, with a 19.9% growth in total revenues and a 56.8% increase in adjusted operating profit. Unfortunately, RM’s two other divisions fared less well this year, with TTS and Technology both being impacted by a very challenging UK schools’ market. TTS international was further impacted by global factors, such as higher US tariffs, and delays to decisions on awarding key tenders by Governments across Europe – now expected to benefit FY26. As a result, total revenue from continuing operations in FY25 declined by 2.5% to £162.1m. Despite the in-year revenue decline, the business delivered an adjusted operating profit of £11.5m (adjusted EBITDA (excluding share-based payments) £16.5m) compared to £8.6m (adjusted EBITDA (excluding share-based payments) £13.7m) reported in FY24; a total increase of 33.2% (EBITDA +19.9%). Adjusted EBITDA (excluding share-based payments) is now at 10.2% of revenues, up from 8.3% last year. This significant increase in profitability has been achieved both by, the higher proportion of revenue that RM Assessment now delivers within the Company; and the increasing impact of material cost savings delivered in recent years. Corporate overheads alone reduced by 13.8% in FY25 and are now only 12.9% of total revenue, down from 14.6% in FY24. RM Assessment renewed 99% of its long-term contracted revenue in the year, saw volumes increase across most customers and won a new contract with Trinity College London. As a result of these contract renewals, new wins, and the strong revenue growth, the value of the contracted orderbook in RM Assessment has held steady at £95.5m giving the division strong visibility of future revenues. Our contracted orderbook includes significant future platform revenue from our two biggest digital assessment contracts, with International Baccalaureate and Cambridge University Press & Assessment. Both contracts remain on track, but the significant increase in digital assessment volumes will come through later in the contract period. Cost control remains a major focus of the business, and we are conscious that our corporate overheads, while reducing significantly, remain too high. £20m+ of annualised savings were previously achieved in FY23 & FY24 and the annualised impact of those actions has materially benefited FY25. While FY25 itself didn’t see the same high level of new cost savings being identified as previous years, we have still delivered significant further reductions in most areas. During this year we completed the project to right-size the senior management team and made further efficiencies across the organisation. Material new savings have been achieved via renegotiating, right-sizing and replacing various third party supplier contracts, especially across IT. Towards the end of the year, we announced our plans for ‘Separation’. This project will result in both separating our operating divisions into individual legal entities, and also the replacement of our legacy IT systems into separate solutions for each division. The Separation project is now well underway and is anticipated to unlock the next wave of cost savings and efficiency improvements over the coming two to three years. In order to support our longer-term growth, and to deliver higher revenue and margin from new and existing contracts, we have made £9.7m in total capital expenditure in year, primarily in our continued investment in building the RM Ava platform. The business remains highly leveraged but net debt slightly reduced during the year by £1.1m to £50.6m, with operating cash generation plus the £12.7m net proceeds from our equity raise, being offset by interest payments (£5.5m) and the capital expenditure noted above. Throughout FY25, RM operated within its EBITDA and hard liquidity covenants, and we remain extremely grateful for the very collaborative way in which our lenders HSBC and Barclays continue to support the business. We have already started constructive discussions with our lenders around revised agreements to replace our existing facilities which run until July 2027. We remain highly focused on improving the operating cash conversion of the business, while we have made significant improvements in that regard, there remains more to do, especially as RM is committed in the immediate term to reinvesting operating cash into the development of RM Ava. During FY25 we successfully concluded an agreement with the trustees of our defined benefit pension schemes to cease the deficit recovery contributions to those schemes 18 months earlier than had originally been agreed.
Financial performance
1 Discontinued operations in FY24 related to RM Consortium. 2 Throughout this statement, adjusted operating profit, adjusted EBITDA, adjusted profit/(loss) before tax and adjusted diluted EPS are Alternative Performance Measures, stated after adjusting items (see Note 3) which are identified by virtue of their size, nature and incidence. Their treatment is applied consistently year-on-year, with the exception of adjusted EBITDA which has been redefined to exclude share-based payment charges (on the basis they are a non-cash item) and comparatives have been restated. 3 Adjusted net debt is defined as the total of borrowings less capitalised fees, cash and cash equivalents and overdrafts (see Note 3). Lease liabilities of £15.4m (2024: £15.0m) are excluded from this measure as they are not included in the measurement of adjusted net debt for the purpose of covenant calculations (see Note 15). Divisional performance Divisional contribution has been added as a new metric this year. Divisional contribution is adjusted operating profit before the allocation of corporate overheads (see Note 2).
RM TTS revenues decreased by 7.2% to £67.3m (FY24: £72.4m). Continuing budgetary pressures and significant uncertainty for UK schools, especially in the first half of the year, resulted in UK revenues falling by 6.1% across the year, with a more encouraging 2nd half year performance. Increased discounting across the industry, especially in the UK, resulted in Divisional Contribution Margin declining by 1.2% in the year. Following a strong start to the year, especially in the Middle East, TTS International was significantly impacted by the introduction of US tariffs on to the predominantly Chinese manufactured, higher margin, own IP products. Delayed decisions on several European tenders also saw significant orders slip out of FY25 into the following year. As a result, international revenues declined by 10.5% in the year. International sales still account for 25% of total TTS revenues and remain a strong focus for growth in the coming year. Continued operating efficiencies within TTS partially mitigated the revenue and gross margin reductions with divisional contribution margin reduced to £7.4m (FY24: £8.9m) but remaining above 10% of revenues. Adjusted operating profit decreased to £4.2m (FY24: £5.4m) and adjusted operating margin decreased to 6.2% (FY24: 7.4%). RM Assessment revenues increased by 19.9% to £47.6m (FY24: £39.7m) made up of 17.3% growth in core platform revenues and 15.5% growth in total recurring revenues, as well as a significant increase in non-recurring project revenue which primarily related to one-off revenues in a single non-core contract. Divisional contribution increased to £16.6m (FY24: £14.4m), a slight reduction in relation to revenue at 34.8% (FY24: 36.4%) as the division saw increases in hosting charges and further increases in Sales & Marketing Overhead towards the end of the year – funded by the Equity Raise. Adjusted operating profit increased significantly to £10.9m (FY24: £6.9m) and adjusted operating margin increased to 22.9% (FY24: 17.5%) as the division benefited from the significant reductions in corporate overheads coming through in the central allocation (£5.7m in FY25, £7.5m in FY24). RM Technology revenues decreased by 12.5% to £47.2m (FY24: £54.0m) with the biggest reductions coming in the transactional revenue streams of hardware and associated installation services. These lines of business were the most impacted by the delays to the Connect the Classroom Government funding, which was only eventually confirmed late in H1. Due to the nature of the roll-out by the UK Department of Education, funding did not ramp up fully as expected in H2. Services revenue was further impacted by scope reductions for a significant customer. This important customer has now been secured for a further seven years minimum and will continue to provide a strong bedrock of both recurring and transactional revenues. Divisional contribution decreased to £8.3m (FY24: £9.5m) on the back of the lower revenue, however contribution as a percentage of revenue was stable at 17.5%, because of further operational efficiencies. Adjusted operating profit decreased fractionally to £3.5m (FY24: £3.6m) and adjusted operating margin increased to 7.5% (FY24: 6.6%). RM Technology remains a stable and consistently profitable business; considerable focus has been made towards the end of the year to ensure that the division is well positioned to take full advantage of its prominence within the UK Schools market in the years to come. Overall Company adjusted profit before tax was £5.5m versus £2.4m in FY24, an increase of £3.1m or 126.0%. Statutory profit after tax was £2.2m (FY24: loss of £4.7m), both metrics driven by the increase in adjusted operating profit, as a well as a significant reduction in adjusting items. Adjusted diluted earnings per share from continuing operations was 4.9p (FY24: 11.7p), the reduction being a function of reduced adjusted profit after tax (principally due to the £9.2m deferred tax credit in FY24) and the increased number of shares following the equity raise, and statutory diluted earnings per share from continuing operations was 2.5p (FY24: loss of 4.6p). Adjusting items To provide an understanding of business performance including the comparability of results year-on-year, we exclude the effect of adjustments that are identified by virtue of their size, nature and incidence, as set out below.
1 A £9.3m impairment of TTS goodwill was booked during FY24. This impairment arose both as a result of the significant proportion of goodwill allocated to TTS following the closure of Consortium, and reductions in estimated future cashflows caused by increasing uncertainty in UK and international school budgets. 2 Following the announcement of the closure of the Consortium business and the subsequent termination of the ERP replacement programme in FY23, management performed an impairment review resulting in the Company recognising a total impairment charge of £38.9m, including £2.8m for inventory write-downs to expected net realisable value. During FY24, the Company wrote back £0.5m of inventory provisions previously recognised in FY23. 3 Restructuring costs of £1.8m (2024: £4.6m) relating to the implementation of the Company’s new Target Operating Model announced in 2023, and the legal and operational separation of the divisions announced in the HY25 interim results. These include £0.9m of redundancy costs (of which £0.9m were paid during the year), £0.8m of professional fees and contractor costs, and £0.5m of staff costs, offset by a £0.1m reversal of impairments and provisions for properties exited in FY24 following termination of leases, and a £0.3m reversal of other costs. 4 Ongoing costs for the CARE pension scheme (see Note 14) are presented as an adjusting item within continuing operations as they are not related to the underlying trading operations of the Company, following the discontinuation of the Consortium business. Inventory Inventories decreased by 14.5% to £13.0m (FY24: £15.2m), as close control of working capital remains a key area of focus in TTS. Year-end inventory also includes relatively significant stockholding in anticipation of several delayed international tenders. Corporate costs Corporate costs in the period were £7.2m, down from £7.3m in FY24, reflecting the allocation of the significant reduction in total Corporate Overheads. Taxation There was a £1.0m tax charge on continuing operations for the year (FY24: £8.3m tax credit). The prior year credit was principally due to the recognition of an £8.5m deferred tax asset. Cash flow, net debt and lender agreement On a statutory basis, net cash inflow from operating activities was £7.5m (FY24: inflow of £8.4m), which includes £1.4m (FY24: £4.3m) of deficit recovery payments made to the Company’s defined benefit pension schemes during the year. During the year the triennial funding valuations for all three schemes were agreed, which resulted in no further contributions required, and an agreement was reached during the year with the trustee of the CARE scheme to cease contributions agreed under the previous valuation, which were due to continue until 31 December 2026. Adjusted net debt closed the year at £50.6m (FY24: £51.7m) as the £7.5m net cash inflow from operating activities (see above) and £12.7m of net proceeds from an equity raise in October 2025 was offset by £9.7m of capitalised expenditure (FY24: £4.8m) primarily relating to the continued investment in RM Ava, £5.5m of interest paid (FY24: £5.6m) and £2.9m of lease repayments (FY24: £3.4m). In June 2025 RM secured an agreement with its lenders which extended the existing £70.0m facility to July 2027. The fixed charge over the shares of each of the obligor companies (except for RM plc), and the fixed and floating charge over all assets of the obligor companies granted previously to lenders remains in place. Covenants that are effective between 30 November 2025 and the end of the facility are as follows:
While the current banking facilities end in July 2027, and any period beyond this would likely be subject to negotiation and agreement of a further facility, the Directors note that this is an uncertainty but not a material one and consider it likely that negotiation would be successful. Please see the financial viability report on pages 46 to 48 of the FY25 Annual Report and Financial Statements. Balance sheet The Company had net assets of £30.9m at 30 November 2025 (FY24: £17.1m). The balance sheet includes non-current assets of £97.1m (FY24: £90.1m), of which £29.0m (FY24: £29.2m) is goodwill and £20.1m (FY24: £20.5m) relates to the Company’s defined benefit pension schemes, which is discussed further below. Operating property, plant and equipment, intangible and right-of-use assets total £33.6m (FY24: £26.1m), primarily due to additions to intangible assets relating to the development of the RM Ava platform. Internet Protocol (IP) address assets utilised as part of the Connectivity business are included at £nil cost. Net current assets of £5.0m (FY24: £0.2m) are increased, as operating cash generated by the Company and proceeds from the equity raise have been partly used to normalise working capital, invest in RM Ava, pay debt interest, and make contributions to the defined benefit pension schemes. Non-current liabilities of £71.1m (FY24: £73.2m) include borrowings of £56.7m (FY24: £55.5m), and lease liabilities of £13.4m (FY24: £12.8m) which are predominately associated with the Company utilisation of properties. Dividend The banking facility covenants restrict dividend distribution until the Company has reduced its net debt to LTM EBITDA leverage to less than 1x for two consecutive quarters, and therefore we are not currently able to recommend the payment of a final dividend and are unlikely to in the short term since our focus is to continue investing in RM’s growth. RM plc (the Parent Company) is a non-trading investment holding company and derives its profits from dividends paid by subsidiary companies. The Parent Company has £nil (FY24: £nil) distributable reserves as at 30 November 2025. The Directors regularly review the Company’s capital structure and dividend policy, ahead of announcing results and during the annual budgeting process, looking at longer-term sustainability. The Directors do so in the context of the Company’s ability to execute the strategy and to invest in opportunities to grow the business and enhance shareholder value. Plans to resolve RM plc’s negative distributable reserves position in advance of reinstating dividends to shareholders, which include distributions from subsidiaries, continue to be under review. The dividend policy is influenced by a number of the principal risks identified in the table of ‘Principal and Emerging Risks and Uncertainties’ detailed within this Annual Report, which could have a negative impact on the performance of the Company or its ability to distribute profits. Pension The Company operates two defined benefit pension schemes (RM Scheme and CARE Scheme) and participates in a third, multi-employer, defined benefit pension scheme (the Platinum Scheme). All schemes are now closed to future accrual of benefits. Additionally, the Company has TUPE employees who retain membership of Local Government Pension Schemes. As set out in Note 14, the overall pension surplus on an IAS 19 basis reduced slightly to a surplus of £20.1m (30 November 2024: £20.5m). All three schemes remain in surplus, with increases in the CARE and Platinum schemes. The 31 May 2024 triennial valuation for the RM and CARE schemes was approved in March 2025 and the 31 December 2024 triennial valuation for the Platinum scheme was approved in November 2025. All three schemes are now in technical surplus and accordingly no additional contributions are required. The deficit recovery payments set by the 31 May 2021 valuations of the CARE scheme, as noted above, were ceased during the year with the agreement of the trustee, and the RM scheme payments ceased after December 2024. Internal controls During the year, the Company has continued to embed financial and governance controls, following the rollout in FY24 in the key business processes of purchase-to-pay, order-to-cash, forecast-to-fulfil and record-to-report. Each end-to-end workstream is documented in a dedicated portal which also facilitates the collation of evidence that the operation of these controls is appropriate. Additional controls across the areas of capital expenditure, payroll and treasury, identified via internal audits carried out as part of planned activity during the year, will become operational during FY26. The Internal Audit & Internal Controls team have continued, during the year, to undertake regular walkthroughs of the processes, validate that controls are operating as designed, and check that the evidence of these controls is appropriate. Further work is required to embed controls fully and reduce the level of control failures identified by this testing. The Audit and Risk Committee has been updated regularly on the progress of the project, and the ongoing improvements to the control environment. Where controls are currently not designed, implemented, or operating as effectively as they should, management has provided the Committee with assurance that appropriate mitigating actions are in place to conclude that these Financial Statements do not contain material errors. During FY26, management will continue ensure that controls are properly embedded through a programme of self-certification and testing by the Internal Audit & Internal Controls team, reducing the level of failures. Going concern The Financial Statements have been prepared on a going concern basis. In reaching the conclusion that the going concern basis of accounting was appropriate the Directors made significant judgements which are set out below. The Directors have prepared cash flow forecasts for the period to the end of March 2027 which indicate that, taking into account reasonably plausible downsides and associated mitigations as discussed below, the Company is expected to comply with all debt covenants in place and will have sufficient funds to meet its liabilities as they fall due for at least 12 months from the date of this report. In assessing the going concern position the Directors have considered the balance sheet position as included on page 134 of the FY25 Annual Report and Financial Statements, the headroom to the hard liquidity covenant within the banking agreement, and compliance with the quarterly rolling last twelve months Adjusted EBITDA (“LTM EBITDA”) covenant. Exceeding the hard liquidity or LTM EBITDA covenants would constitute a material breach of the agreement and consequently the facility would be repayable on demand. At 30 November 2025, the Company had net debt of £50.6m (30 November 2024: £51.7m) and drawn facilities of £58.0m (30 November 2024: £57.0m). Average Company net debt over the year to 30 November 2025 was £57.8m (year to 30 November 2024: £53.8m) with a maximum borrowings position of £63.3m (year to 30 November 2024: £60.7m). The drawn facilities are expected to fluctuate over the period considered for going concern, but remain within the covenants, and are not anticipated to be fully repaid in this period. As set out in Note 15, the Company has a £70.0m (2024: £70.0m) committed bank facility (the facility). The facility is due to mature on 5 July 2027. The Directors have assessed the liquidity risk associated with the facility maturing within the Principal Risks and Uncertainties on page 42 and the Financial Viability report on pages 46 to 48 of the FY25 Annual Report and Financial Statements, and have concluded that the uncertainties associated with refinancing are not material to the going concern assessment and therefore it remains appropriate to assess going concern over a period of 12 months to March 2027. The facility provides lenders a fixed and floating charge over the shares of all obligor companies (except for RM plc), and it also reset the covenants under the facility. For going concern purposes the Board has assessed the Company’s forecast performance against the following covenants: • A quarterly LTM EBITDA (excluding discontinued operations) covenant test to November 2026, which is then replaced by a quarterly EBITDA leverage test and interest cover test, which are required to be below 4.5x and above 4x respectively from February 2027; and • A ‘hard’ liquidity covenant test requiring the Company to have liquidity greater than £7.5m on the last business day of the month, and liquidity not be below £7.5m at the end of two consecutive weeks within a month. This liquidity limit is the minimum amount the Company must have available under the facility, taking into account cash and the amount left to draw. In addition to the financial covenants, the facility also contains non-financial covenants including the achievement of milestones relating to the strategy for disposal of certain non-core assets within the going concern assessment period. For going concern purposes, the Company has assessed a base case scenario that assumes no significant downturn in UK or international markets from that experienced in the year to 30 November 2025 and assumes a broadly similar macroeconomic environment to that currently being experienced. The Company is assuming revenue growth across all businesses in the base case, driven from the following key areas: • Growth from existing customers and new customer wins in the RM Assessment Division; • Increased revenues principally derived from hardware and software sales in the RM Technology Division; and • Growth from UK and international sales in the RM TTS Division. Operating profit margin growth in the base case includes annualised savings from restructuring programmes undertaken in the period. Net debt is not expected to materially reduce organically within the assessment period, as the conversion of operating profits will be offset by further capital investment and debt interest payments. As part of the Company’s business planning process, the Board has closely monitored the Company’s financial forecasts, key uncertainties, and sensitivities. As part of this exercise, the Board reviewed a number of scenarios, including the base case and reasonable worst-case downside scenarios. The aggregate impact of reasonably plausible downsides has been taken together to form a reasonable worst-case scenario that removes a number of the growth assumptions from the base case including: • In the RM Assessment Division, reduced new and existing customer growth; • In the RM Technology Division, reductions in revenue growth and operating margin improvement targets; and • In the RM TTS Division, reductions in growth in markets, and of market share. The reasonable worst-case scenario has the following impact on the base case forecast for the Company: • FY26: A revenue reduction of £12.2m, an EBITDA reduction of £7.0m, and cash reduction of £8.2m. • FY27: A revenue reduction of £15.3m, an EBITDA reduction of £8.4m, and cash reduction of £8.7m. While the Board believes that all reasonable worst-case downside scenarios occurring together is highly unlikely, the Company would continue to comply with covenants under the facility until November 2026 when the EBITDA covenant would be breached, December 2026 when the hard liquidity covenant would be breached, and February 2027 when the adjusted leverage and interest cover tests would be breached. The Board’s assessment of the likelihood of a further downside scenario is remote. Management have undertaken reverse stress testing that demonstrates that sales could reduce in RM TTS by £13.1m in April 2026 or RM Technology by £23.3m in June 2026 in isolation, and the covenants would still be complied with for that quarter if none of the other downside scenarios were to occur. The timing of this reverse stress test is aligned with the greatest seasonality for those businesses and tightest headroom. The Board has also considered a number of mitigating actions which could be enacted, if necessary, to ensure that reasonable headroom against the facility and associated covenants is maintained in all cases. These are actions the Company has taken before and therefore the Board are confident of their ability to deliver these mitigating actions if required. Modelling indicates that the enactment of these mitigations against the reasonable worst-case downside scenario would avoid a breach of all covenants during the going concern review period. Management have also met all milestones relating to disposal strategy to the date of signature of this report, and expect to continue to meet these through the remainder of the going concern period. Therefore, the Board has a reasonable expectation that the Company has adequate resources to continue in operational existence and meet its liabilities as they fall due for a period of not less than 12 months from the date of approval of these Financial Statements, having considered both the availability of financial facilities and the forecast liquidity and expected future covenant compliance. For this reason, the Company continues to adopt the going concern basis of accounting in preparing the annual Financial Statements. Principal risks and uncertainties Pursuant to the requirements of the Disclosure and Transparency Rules, the Company provides the following information on its principal risks and uncertainties. The Company considers strategic, operational and financial risks and identifies actions to mitigate those risks. Risk management systems are monitored on an ongoing basis. The principal risks and uncertainties are set out on pages 42 to 45 of the FY25 Annual Report and Financial Statements. Directors’ responsibility statement The 2025 Annual Report and Financial Statements, which will be issued in March 2026, contains a responsibility statement in compliance with DTR 4.1.12 of the Listing Rules which sets out that as at the date of approval of the Annual Report on 4 March 2026, the Directors confirm to the best of their knowledge: • the Group and unconsolidated Parent Company Financial Statements, prepared in accordance with the applicable set of accounting standards, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Group and Parent Company, and the undertakings included in the consolidation taken as a whole; and • the performance review contained in the Annual Report and Financial Statements includes a fair review of the development and performance of the business and the position of the Group and the undertakings including the consolidation taken as a whole, together with a description of the principal risks and uncertainties they face. Mark Cook Simon Goodwin Chief Executive Officer Chief Financial Officer 4 March 2026
Consolidated income statement
Throughout this statement, adjusted profit and EPS measures are stated after adjusting items which are identified by virtue of their size, nature and incidence. Adjusted measures are used by the Board to monitor and manage the performance of the Group (see Note 3 for details). The treatment of adjusted items is applied consistently period on period.
Consolidated statement of comprehensive income
1 Recognised in retained earnings. 2 Recognised in the hedging reserve. 3 Recognised in the translation reserve.
Consolidated balance sheet
Consolidated statement of changes in equity
1 The capital redemption reserve arose from the repurchase of issued share capital. It is not distributable. 2 The Group hedging reserve arises from cash flow hedges entered into by the Group. The reserve is distributable in the entities in which it arises unless it relates to unrealised gains. 3 The Group translation reserve arises on consolidation from the unrealised movement of foreign exchange on the net assets of overseas entities. This reserve is not distributable. 4 The footnotes to the Consolidated Statement of Other Comprehensive Income show the reserve in which each item of other comprehensive income is recognised.
Consolidated cash flow statement
Notes to the financial statements
1. Preliminary announcement The preliminary results for the year ended 30 November 2025 are prepared in accordance with UK adopted International Accounting Standards (IAS) and interpretations by the IFRS Interpretations Committee applicable to companies reporting under UK adopted IFRS. They do not include all the information required for full annual statements and should be read in conjunction with the 2025 Annual Report. The accounting policies adopted in this preliminary announcement are consistent with the Annual Report for the year ended 30 November 2024. The comparative figures for the financial year 30 November 2025 have been extracted from the Group’s statutory accounts for that financial year. The Group expects to publish a full Strategic Report, Directors’ Report and financial statements which will be delivered before the Company’s Annual General Meeting on 7 May 2026. The full Strategic Report and Directors’ Report and Financial Statements will be published on the Group’s website at www.rmplc.com. The financial information contained in this announcement does not constitute statutory accounts as defined in Section 434 of the Companies Act 2006. Statutory accounts for 2024 have been delivered to the Registrar of Companies and those for 2025 will be delivered following the Company's Annual General Meeting.
The auditor’s reports on both the 2025 and 2024 accounts were unqualified, did not draw attention to any matters by way of emphasis without qualifying their report and did not contain statements under s498(2) or (3) of the Companies Act 2006. This Preliminary announcement was approved by the Board of Directors on 4 March 2026. Basis of preparation The Financial Statements have been prepared in accordance with UK-adopted international accounting standards in conformity with the requirements of the Companies Act 2006. They are prepared on a historical cost basis except for certain financial instruments, share-based payments, and pension assets and liabilities which are measured at fair value. In addition, assets held for sale are stated at the lower of previous carrying amount and the fair value less costs to sell. The preparation of Financial Statements, in conformity with generally accepted accounting principles, requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the Financial Statements and affect the reported amounts of revenues and expenses during the reporting period. Although these estimates are based on the Directors’ best knowledge of current events and actions, actual results ultimately may differ from the estimates. New accounting standards adopted None of the standards or amendments applied for the first time for the financial year 2025 had a material impact on the financial statements of the Group. New accounting standards in issue but not yet effective At the date of authorisation of these Financial Statements, the Group has not applied the following new and revised International Financial Reporting Standards that have been issued but are not yet effective:
IFRS 18 introduces new requirements to present specified categories and defined subtotals in the income statement, provide disclosures on management-defined performance measures (MPMs) in the notes to the financial statements and improve aggregation and disaggregation. IFRS 18 was endorsed by the UK Endorsement on 10 December 2025 and will apply for annual reporting periods beginning on or after 1 January 2027. The Directors anticipate that the application of IFRS 18 may have an impact on the Group’s consolidated financial statements. The Directors do not expect that the adoption of the other standards and amendments listed above will have a material impact on the financial statements of the Group in future periods. Going concern The financial statements have been prepared on a going concern basis. In reaching the conclusion that the going concern basis of accounting is appropriate, the Directors made significant judgements which are set out in the CFO’s statement. Please see the CFO’s statement. Alternative Performance Measures (APMs) In response to the Guidelines on APMs issued by the European Securities and Markets Authority (ESMA) and the Financial Reporting Council (FRC), additional information on the APMs used by the Group is provided below. The following APMs are used by the Group: • Divisional contribution • Divisional contribution margin • Adjusted profit from operations • Adjusted operating margin • Adjusted profit before tax • Adjusted tax • Adjusted profit after tax • Adjusted basic earnings per share • Adjusted diluted earnings per share • Adjusted cash conversion • Adjusted EBITDA • Adjusted EBITDA excluding share-based payments • Adjusted net debt Further explanation of what each APM comprises and reconciliations between statutory reported measures and adjusted measures are shown in Note 3. The Board believes that presentation of the Group results in this way is relevant to an understanding of the Group’s financial performance (and that of each segment). Adjusted items are identified by virtue of their size, nature and incidence. The treatment of adjusted items is applied consistently period on period. This presentation is consistent with the way that financial performance is measured by management, reported to the Board, the basis of financial measures for senior management’s compensation schemes and provides supplementary information that assists the user to understand the financial performance, position and trends of the Group. The APMs used by the Group are not defined terms under IFRS and may therefore not be comparable with similarly titled measures reported by other companies. They are not intended to be a substitute for, or superior to, GAAP measures. All APMs relate to the current year results and comparative periods where provided. Significant accounting policies The accounting policies used for the preparation of this announcement have been applied consistently. Key sources of estimation uncertainty In applying the Group’s accounting policies, the Directors are required to make estimates and assumptions. Actual results may differ from these estimates. The Group’s key risks are set out in the Strategic Report and give rise to the following estimations which are disclosed within the relevant note to the financial statements. • Retirement benefit scheme valuation – The present value of post-employment benefit obligations is determined on an actuarial basis using various assumptions, including the discount rate, inflation rate and mortality assumptions. The latter includes, within the Continuous Mortality Investigation future mortality projections model (CMI_2024), a half-life parameter to set how quickly the influence of the modelled impact of the COVID-19 pandemic falls away. Any changes in these assumptions, including an assessment of an appropriate half-life parameter by the Group’s pension advisors, will impact the carrying amount as well as the net pension finance cost or income. Key assumptions and sensitivities for post-employment benefit obligations are disclosed in Note 14. • Impairment reviews – As part of the impairment review of goodwill and investments in subsidiary undertakings, calculating the net present value of the future cash flows requires estimates to be made in respect of highly uncertain matters including future cash flows (including revenue growth, margin assumptions and corporate costs allocated to the RM TTS cash-generating unit), discount rates and long-term growth rates. Changes in the assumptions could significantly affect the impairment of the RM TTS cash-generating unit and hence reported assets, profits or losses. Further dates, including a sensitivity analysis, are set out in Note 10. • Inventory provision – A provision is made for obsolete, slow moving and defective items where appropriate. Estimates are made in respect of the provision percentages, based upon historic net realisable values for similar product lines. These provision percentages are applied to inventory quantities based upon an expectation of utilisation of that inventory in the future, taken from sales of those lines in the last twelve months. Changes in future sales volumes or recoverable amounts could impact the future carrying value of inventory. • Deferred tax asset – Deferred tax assets are recognised to the extent it is probable that future taxable profit will be available against which the temporary difference will be utilised. Within short-term timing differences (see Note 6) an asset in respect of disallowed tax-interest expense has been recognised on the basis of the expectation of divestment of non-core assets from the Group in the foreseeable future. Critical accounting judgements • Going concern – In concluding the going concern assessment was appropriate, the Directors have made a number of significant judgements as set out above. • Revenue from RM Assessment contracts – A number of contracts were entered into or renewed in the year, which together contributed £3.2m of revenue. Judgements have been made which impact on the quantum and timing of revenue recognition. These include: 1) determining the implied start date of the contract when services commence prior to a contract being signed, this judgement being based on the point at which the Group has an enforceable right to payment for goods or services provided; 2) identifying the term of the contract and specifically whether this period is reduced based on the ability of the customer to terminate without incurring a substantive cost; 3) identifying the distinct performance obligations in the contracts based on the goods and services being provided, specifically whether programme management, integration, development, enhanced software and hosting services are distinct; 4) allocating the transaction price between performance obligations based on the customer’s ability to benefit from the services provided at the inception of contract, including estimating the stand-alone selling price of each performance obligation; and 5) determining the timing of revenue recognition, specifically for contracts with multiple performance obligations and where there is a variable transaction price based on the number of exam scripts, there is judgement in the determination that the provision of technology is a right-to-access arrangement and therefore should be recognised over time. The factors considered in making this judgement were the nature of services provided, including hosting, ongoing maintenance and system support. • International Baccalaureate AOS – On 30 November 2025, a contract modification was signed that allowed management to revisit performance obligations identified in the previous contract. Management concluded that a performance obligation had been met during the year ended 30 November 2025, that enabled the IB to consume the benefits of the developed software via a perpetual licence, leading to £6.8m of revenue being recognised, which includes an amount based on the margin attributed to services provided of 25%. If the margin was 5% higher, revenue would be £0.05m lower. If the margin was 10% higher, revenue would be £0.1m lower. The recognition of this revenue was made on the basis that the development of the software was the dominant component of the contract and the economic benefits from the asset have been realised through the transfer of licensed materials to the IB, who can now determine its future use. • Recognition of pension surplus – The Group has determined that when all members leave the RM, CARE and Platinum defined benefit pension schemes, any surplus remaining would be returned to the Group in accordance with the trust deed. As such, the full economic benefit of any surplus under IAS 19 is deemed available to the Group and is recognised in the balance sheet. The net pension surplus at 30 November 2025 of £20.1m is set out in Note 14. • Classification of adjusting items – A number of judgements are made in identifying costs and income as adjusting items. The factors considered in making this judgement are the size or nature of the adjustment and their impact on the segment. These are fully set out in Note 3. • Recognition of internally generated intangible assets – The Group applies judgement in determining whether research and development costs incurred in the year meet the qualifying criteria set out in IAS 38 for the capitalisation of development costs. Only when these criteria are considered to have been met does the Group recognise the related internally generated intangible assets. Particular uncertainty concerns whether the asset will generate probable future economic benefits. This judgement is based on budgets and forecasts produced by management, and historic take up of contract extensions or additional scope work with current customers. The Group recognised £8.1m of internally generated intangible assets in the year. • Deferred tax liability on pension surplus – The Group has chosen to classify the deferred tax liability arising from its pension surplus within the net deferred tax balance (see Note 6) rather than showing it net of the pension surplus (see Note 14). The Group does not plan to withdraw any of the surplus and therefore considers separation of the related deferred tax liability from the pension surplus to be appropriate.
2. Operating segments The Group’s business is supplying products, services and solutions to the UK and international education markets. The Chief Executive is the Chief Operating Decision Maker. Information reported to the Chief Executive for the purposes of resource allocation and assessment of segmental performance is by division. The Group is structured into three operating divisions: RM TTS, RM Assessment and RM Technology. RM Consortium was classified as discontinued operations in 2024 and therefore ceased to be a reportable segment. The Chief Operating Decision Maker reviews segments at an adjusted operating profit level. Adjustments are not allocated to segments. A full description of each revenue-generating division, together with comments on its performance and outlook, is given in the Strategic Report. Corporate Services consists of central business costs associated with being a listed company and non-division-specific pension costs. The segmental analysis below shows the result and assets by division. Revenue is that earned by the Group from third parties. Net financing costs and tax are not allocated to segments as the funding, cash and tax management of the Group are activities carried out by the central treasury and tax functions.
Segment results from continuing operations
1 Included in UK are International Sales via UK Distributors of £0.6m.
1 Included in UK are International Sales via UK Distributors of £0.9m.
Included within the disclosed segmental assets are non-current assets (excluding defined benefit pension surplus and deferred tax assets) of £62.7m (2024: £54.9m) located in the United Kingdom, £4.8m (2024: £5.2m) located in Australia and £0.8m (2024: £1.0m) located in India. Other non-segmented assets include defined benefit pension surplus, tax assets, and cash and short-term deposits. Goodwill is included within the Corporate Services segment. 3. Alternative performance measures As set out in Note 1, the Group uses alternative performance measures that the Board believes reflects the trading performance of the Group, and it is these adjusted measures that the Board uses as the primary measures of performance measurement during the year. Adjustments Adjustments are items that are identified by virtue of their size, nature and incidence to be important to understanding the performance of the business including the comparability of the results year-on-year. These items can include (but are not restricted to) impairments, restructuring and acquisition costs, the gain/loss on sales of assets and related transaction costs, and the gain/loss on sale of operations.
The following costs and income were identified as adjusted items: (a) Amortisation of acquired intangibles is included within adjustments because it relates to historical business combinations and does not reflect the Group’s ongoing trading performance. This practice is common among peer companies across the technology sector. The income generated from the use of these intangible assets is, however, part of ongoing trading performance and so is included in the adjusted profit measures. (b) An impairment of the goodwill allocated to the RM TTS cash generating unit was recognised in 2024 (see Note 10). (c) Following the announcement of the closure of the Consortium business and the subsequent termination of the ERP replacement programme in 2023, management performed an impairment review resulting in the Group recognising a total impairment charge of £38.9m including £2.8m for inventory write-downs to net realisable value. During 2024, the Group wrote back £0.5m of inventory provisions previously recognised in 2023. (d) Restructuring costs of £1.8m (2024: £4.6m) relating to the implementation of the Group’s new Target Operating Model announced in 2023, and the legal and operational separation of the divisions announced in the HY25 interim results. These include £0.9m of redundancy costs (of which £0.9m were paid during the year), £0.8m of professional fees and contractor costs, and £0.5m of staff costs, offset by a £0.1m reversal of impairments and provisions for properties exited in FY24 following termination of leases, and a £0.3m reversal of other costs. (e) Ongoing costs for the CARE pension scheme are presented as an adjusting item within continuing operations as they are not related to the underlying trading operations of the Group, following the discontinuation of the Consortium business. (f) Independent Business Review related costs undertaken on behalf of the lenders and pension scheme. (g) Pension past service cost of Guaranteed Minimum Pension (GMP) conversion relating to the RM Scheme.
Adjusted profit measures Adjusted operating profit is defined as the profit from continuing operations before excluding the adjustments referred to above. Operating margin is defined as the operating profit as a percentage of revenue. The above adjustments have the following impact on key metrics:
1 Adjusted EBITDA has been amended to exclude share-based payment charges or credits on the basis they are non-cash. The comparative has accordingly been restated. The impact of tax is set out in Note 6. Cash conversion (adjusted) Cash conversion (adjusted) is defined as adjusted cash flow from operating activities1 divided by adjusted operating profit.
1 Adjusted cashflow from operating activities is determined by removing any non-cash adjusting items included in the adjustments identified at the start of Note 3. Adjusted net debt Adjusted net debt is the total of borrowings less capitalised fees, cash and cash equivalents and overdrafts. Lease liabilities of £15.4m (2024: £15.0m) are excluded from this measure as they are not included in the measurement of adjusted net debt for the purpose of covenant calculations. Adjusted net debt is a key metric measured by management as it is used in covenant calculations.
4. Finance income
5. Finance costs
6. Tax Analysis of tax charge/(credit) in the Consolidated Income Statement
Analysis of tax (credit)/charge in the Consolidated Statement of Comprehensive Income
Analysis of tax credit in the Consolidated Statement of Changes in Equity
Reconciliation of Consolidated Income Statement tax charge Year ended 30 November 2025
The tax impact on the adjustments set out in Note 3 is as follows:
Year ended 30 November 2024
The tax impact on the adjustments set out in Note 3 is as follows:
Deferred tax The Group has recognised deferred tax assets as these are anticipated to be realised in future periods based on profit forecasts. The major deferred tax assets and liabilities recognised by the Group and the movements thereon are as follows:
1 During the year, deferred tax assets arising from corporate interest restrictions were reclassified from losses to short-term timing differences as this is considered a more appropriate classification. Analysed on the balance sheet as:
All deferred tax assets and liabilities have been offset above. The UK companies operate a group relief payment policy which provides for the receipt of a tax credit/(charge) for losses surrendered/(claimed) between UK Group companies. A deferred tax asset has been recognised by the Company, based on the group relief payment policy and also the budgets and forecasts.
Both the Group and Company deferred tax assets have been classified as long-term assets. The deferred tax assets which primarily relate to UK losses do not expire and in assessing the recognition position of these losses, the Group expects to fully utilise the trade losses beyond the three-year forecast period.
The Group has recognised deferred tax assets in jurisdictions where these are expected to be recoverable against profits in future periods, based upon budgets and forecasts approved by the Board and on the basis of the Group having materially achieved its budgeted adjusted operating profit for the financial year. Deferred tax assets and liabilities have been offset where the Group has a legally enforceable right to set off current tax assets against current tax liabilities and where the deferred tax assets and the deferred tax liabilities relate to income taxes levied by the same tax authority on the same taxable entity.
Deferred tax not recognised No deferred tax liability is recognised on temporary differences of £559,000 (2024: £481,000) relating to the unremitted earnings of overseas subsidiaries as the Group is able to control the timings of the reversal of these temporary differences and it is probable that they will not reverse in the foreseeable future. A deferred tax asset of £1,129,000 (2024: £1,459,000) has not been recognised due to uncertainty that the asset will be utilised in the foreseeable future. The deferred tax asset relates only to the Australian companies and is in respect of tax credits and loss carry forwards.
7. Discontinued operations On 24 November 2023, the Group announced its decision to close the RM Consortium business. By 30 November 2024, the RM Consortium business had completely ceased operations, and the results of the business are therefore presented within discontinued operations. Results of discontinued operations
1 Attributable to owners of the parent company. Cash flows from discontinued operations
8. Earnings per share
Potentially dilutive shares consist of shares that could be issued on exercise of outstanding share options. 9. Dividends No dividends were paid in either the year ended 30 November 2025 or the year ended 30 November 2024. The Directors do not propose a final dividend for the year ended 30 November 2025 (2024: £nil).
10. Goodwill
At 30 November 2025, the carrying amount of goodwill was allocated to two cash generating units: RM TTS and RM Assessment as set out in the table below.
The recoverable amounts of the cash-generating units (CGUs) are determined from value-in-use calculations. The key assumptions for the value-in-use calculations are those regarding the cash flows, the discount rates and the growth rates. The Group has taken cash flow forecasts derived from the most recent annual financial budget approved by the Board, which also contains forecasts for the two years following, and extrapolates cash flows based on terminal rates that align to market growth and inflation expectations. There is estimation uncertainty regarding the impact of climate change in the medium to long-term. Based on the analysis that has been undertaken to date, the cash flow forecasts used for impairment calculations incorporate the medium to long-term impact of climate change. The Group monitors its post-tax Weighted Average Cost of Capital and those of its competitors using market data. In considering the discount rates applied to CGUs, the Directors have considered the relative sizes and risks of its CGUs and their relatively narrow operation within the education products and services market. The impairment reviews use a discount rate adjusted for pre-tax cash flows. This discount rate was reduced in the year ended 30 November 2025 by utilising a more comparable peer group of competitors that are division-specific. Year ended 30 November 2025 The table below shows key assumptions used in the value-in-use calculations for the year ended 30 November 2025:
The assumptions underlying the cash flow forecasts used in the value-in-use calculations are consistent with those used in the going concern base case scenario set out in the CFO statement.
RM TTS An impairment would be recorded if the forecast cash flows reduced by £1.2m per year, the long-term growth rate reduced by 4.3%, or the pre-tax discount rate increased by 3.2%. If the cash flows in RM TTS were to reduce as set out within the reasonable worst-case scenario approved by the Board for inclusion in the going concern review, no impairment would be required.
RM Assessment The sensitivity of the RM Assessment carrying values to reasonably possible changes in key assumptions, including the reasonably possible downside risks applied as part of the going concern review, has been performed and would not cause the carrying value to exceed its recoverable amount. No reasonably possible change in the pre-tax discount rate or long-term growth rate would lead to an impairment and accordingly these sensitivities have not been provided.
Year ended 30 November 2024 The table below shows key assumptions used in the value-in-use calculations for the year ended 30 November 2024:
RM TTS An additional £1.0m impairment would be recorded if the forecast cashflows reduced by £0.1m per year, the long-term growth rate fell to 1.8%, or the pre-tax discount rate increased to 15.0%, or the forecast cash flows reduced by £0.1m per year. RM Assessment The sensitivity of the RM Assessment carrying values to reasonably possible changes in key assumptions, including the reasonably possible downside risks applied as part of the going concern review, has been performed and would not cause the carrying value to exceed its recoverable amount. No reasonably possible change in the pre-tax discount rate or long-term growth rate would lead to an impairment and accordingly these sensitivities have not been provided. 11. Trade and other receivables
12. Trade and other payables
13. Provisions
Dilapidations provisions are based on reports from appropriately qualified third-party experts. Of the £1.8m total dilapidations provisions at 30 November 2025, £1.0m is expected to be utilised in 2026 and the remaining £0.8m between 2027 and 2035. Employee-related restructuring provisions refer to costs arising from restructuring to meet the future needs of the Group. All these restructuring activities are expected to be completed during 2026. Contract risk provisions include items not covered by any other category of which the majority relates to provisions for onerous IT licence contracts, which decreased as provisions recognised following the Group’s decision to cease trading in the RM Consortium business were utilised. Disclosure of provisions
14. Pension schemes a. Defined contribution schemes The Group operates or contributes to a number of defined contribution schemes for the benefit of qualifying employees. The assets of these schemes are held separately from those of the Company. The total cost charged to income of £2,243,000 (2024: £2,041,000) represents contributions payable to these schemes by the Group at rates specified in employment contracts. b. Defined benefit pension schemes The Group has both defined benefit and defined contribution pension schemes. There are four defined benefit pension schemes. The Research Machines plc 1988 Pension Scheme (RM Scheme) The Scheme provides benefits to qualifying employees and former employees of RM Education Limited but was closed to new members with effect from 1 January 2003 and closed to future accrual of benefits from 31 October 2012. The assets of the Scheme are held separately from RM Education Limited’s assets in a trustee-administered fund. The Trustee is an external company. The Scheme is a funded scheme. Under the Scheme, employees were entitled to retirement benefits of 1/60th of final salary for each qualifying year on attainment of retirement age of 60 or 65 years and additional benefits based on the value of individual accounts. No other post-retirement benefits were provided by the Scheme. The most recent actuarial valuation of Scheme assets and the present value of the defined benefit obligation was carried out for statutory funding purposes at 31 May 2024 by a qualified independent actuary. IAS 19 Employee Benefits (revised) liabilities at 30 November 2025 have been rolled forward based on this valuation’s base data. As at 31 May 2024, the triennial valuation for statutory funding purposes showed a surplus of £10,393,000. No additional contribution payments are required. The Company has entered into a pension protection fund compliant guarantee in respect of Scheme liabilities. No liability has been recognised for this within the Company as the Directors consider that the likelihood of it being called upon is remote. The Consortium CARE Scheme (CARE Scheme) Until 31 December 2005, The Consortium for Purchasing and Distribution Limited (The Consortium, acquired by the Company on 30 June 2017 and subsequently became a part of RM Educational Resources Limited) operated a pension scheme (the Consortium CARE Scheme) providing benefits on both a defined benefit (final salary-linked) and a defined contribution basis. From 1 January 2006, the defined benefit (final salary-linked) and defined contribution sections were closed and all employees, subject to the eligibility conditions set out in the Trust Deed and Rules, joined a new defined benefit (Career Average Revalued Earnings) section. From 28 February 2011 the Scheme was closed to future accruals. The Consortium division became a discontinued operation during the year ended 30 November 2024. Costs relating to administration of the Scheme subsequent to this date are disclosed as an adjusting item (see Note 3). The most recent actuarial valuation of Scheme assets and the present value of the defined benefit obligation was carried out for statutory funding purposes at 31 May 2024 by a qualified independent actuary. IAS 19 Employee Benefits (revised) liabilities at 30 November 2025 have been rolled forward based on this valuation’s base data. As at 31 May 2024, the triennial valuation for statutory funding purposes showed a surplus of £112,000. No further deficit catchup payments, beyond those agreed in the prior valuation (dated 31 May 2021) of £1,200,000 per annum until 31 December 2026, were required. Subsequent to agreeing the 31 May 2024 triennial valuation, the Company and trustee of the CARE Scheme signed a memorandum of understanding that ceased contributions to the scheme with effect from 1 June 2025, but with the requirement to reinstate (at the level of £50,000 per month) should the funding level fall below a specified threshold, as measured at each actuarial report anniversary. Prudential Platinum Pension (Platinum Scheme) The Consortium acquired West Mercia Supplies in April 2012 (prior to the Company acquiring The Consortium). Upon acquisition by The Consortium of West Mercia Supplies, a pension scheme (the Platinum Scheme) was set up providing benefits on both a defined benefit (final salary-linked) and a defined contribution basis for West Mercia employees. The most recent full actuarial valuation was carried out by the independent actuaries on 31 December 2024. The Scheme is administered within a legally separate trust from The Consortium and the Trustees are responsible for ensuring that the correct benefits are paid, that the Scheme is appropriately funded and that the Scheme assets are appropriately invested. The triennial valuation of the Scheme for statutory funding purposes at 31 December 2024 was a surplus of £391,300. No contribution payments are required until 31 December 2030. Local Government Pension Schemes The Group has TUPE employees who retain membership of Local Government Pension Schemes. The Group is required to pay regular contributions as decided by the relevant Scheme actuary and as detailed in each Scheme’s schedule of contributions, which are calculated every three years as part of a triennial valuation. Many of these schemes have a customer contractual guarantee whereby the Group reimburses any deficit when it ceases to be a participating employer. The Group is not the main sponsoring employer in these schemes and therefore does not have an unconditional right to recover surpluses, either during the life of the Scheme, when all the members have left the plan, or on a plan wind-up. Similarly, the Group is not liable for other entities’ obligations in these Schemes. The Group makes payments to these Schemes for current service costs in accordance with its contractual obligations. The amount due in respect of these schemes at 30 November 2025 was £80,522 (2024: £50,000). Amounts recognised in the Income Statement and in the Statement of Comprehensive Income
Reconciliation of the scheme assets and obligations through the year
1 Included within the CARE Scheme obligations at 30 November 2025 is an unfunded liability of £72,000 (2024: £85,000) which is a liability of the Group and not the scheme. Surplus recognition The RM, CARE and Platinum Schemes are in an accounting surplus position. In each case, any surplus remaining after all members have left the Scheme would be returned to the Group in accordance with the trust deed. The full economic benefit of any surplus is therefore available to the Group and is recognised on the balance sheet. Reconciliation of net defined benefit obligation
1 The prior year figure of £3,393,000 excludes a historical adjustment of £367,000. Obligation by participant status
Value of scheme assets
Liability driven investments (LDI) The RM Scheme and the CARE Scheme assets include an LDI portfolio. The portfolio is valued at market value as no bid valuation is available. The components of the LDI portfolio are determined by the Trustee’s investment advisor with the aim to provide a good match to the Scheme’s exposure to interest rate and inflation risks within the value of its liabilities. Liability driven investments are expected to move broadly in line with the rise and fall in liability values, thus providing a degree of protection to the Scheme’s funding position. Insurance assets The RM Scheme also holds insurance policies covering benefits for some pensions in payment. The value of these annuities is £16.2m at 30 November 2025 (2024: £17.0m). This value has been calculated using the same assumptions as used to value the liabilities. The method of determining the value of the insurance annuities is determined by projecting the expected benefit payments using the agreed assumptions and then discounting the resulting cash flows back to 30 November 2025. Significant actuarial assumptions
1 The half-life parameter (‘H’) is a new addition for the CMI 2024 mortality improvements model. This parameter controls the rate of decay of the newly introduced ‘overlay’. The overlay covers the mortality experience shock from the COVID-19 pandemic, specifically how much of it remains versus the initial 2020 shock. The longer the half-life, the slower the overlay reduces and therefore the longer the effects of the pandemic are assumed to persist. The defined benefit obligation has been calculated using a half-life parameter of 0.5, which means that the overlay halves every 0.5 years and is largely removed by 2024. Due to the way the mortality rates have fallen in the last few years, a shorter half-life currently results in higher projected long-term mortality and therefore lower life expectancies. Expected cash flows
The Group has agreed with the Trustee of the RM and CARE Schemes to provide the Schemes with a second ranking fixed and floating charge over the shares of all obligor companies (except for RM plc) and a payment of £0.5m each at bi-annual intervals starting in August 2023 which is contingent upon the adjusted debt leverage ratio being less than 3.2x at that date. The definition of adjusted leverage is aligned to the banking facility as set out in Note 15. No such payments were made during the years ended 30 November 2025 or 30 November 2024 because the Group remained above the threshold for the adjusted debt leverage ratio.
15. Borrowings
At 30 November 2025, the Group had drawn down £58.0m (2024: £57.0m) of the facility. Bank and professional service fees relating to securing the loan have been capitalised and are amortised over the length of the loan of which £738,000 (2024: £1,476,000) relates to the unamortised previous facility agreement and £520,000 is the unamortised arrangement fee relating to the extension during the current year. During the year, the Group secured an agreement with lenders, which extended its existing £70.0m facility to July 2027. The fixed charge over the shares of each of the obligor companies (except for RM plc), and the fixed and floating charge over all assets of the obligor companies granted previously to lenders remain in place. Under the amended facility, covenants have been reset as follows: • A quarterly LTM (last twelve months) EBITDA covenant test to November 2026, which is then replaced by a quarterly EBITDA leverage test and interest cover, which are required to be below 4.5x and above 4x respectively from February 2027; and • A hard liquidity covenant test requiring the Group to have liquidity greater than £7.5m on the last business day of the month, and liquidity not be below £7.5m at the end of two consecutive weeks within a month. This liquidity limit is the minimum amount the Group must have available under the facility, taking into account cash and the amount left to draw. The Group operated within its existing financial covenants during 2025. At the end of November 2025, the minimum EBITDA covenant required was £9.7m versus EBITDA of £15.5m. During 2025, the Group remained over the soft liquidity covenant limit which requires liquidity to be greater than £12.5m during the cash flow forecast period. No further meetings were however requested by the lenders.
16. Share capital and share premium
Ordinary shareholders are entitled to one vote per share at the general meetings of the Company and carry no right to fixed income. On 14 October 2025, the Company issued 14,210,527 ordinary shares at a price of £0.95 per share, for total gross proceeds of £13,500,001. The share premium recognised is net of directly attributable share issue costs. 17. Post balance sheet events On 30 December 2025 RM Pension Scheme Trustee Limited, a dormant subsidiary of the Company, was dissolved. On 8 January 2026 ownership of the Company’s direct dormant subsidiary, TTS Group Limited, was transferred to RM Educational Resources Limited. On 29 January 2026 the Company’s indirect dormant subsidiary RM Education Research Machines Limited was renamed RM Education Assessment Limited, and on 6 February 2026 ownership of this entity was transferred from RM Education Limited to the Company. On 17 February 2026 ownership of the Company’s indirect subsidiary, RM T T S Trading LLC, was transferred from RM Education Holdings Limited to RM Educational Resources Limited.
[1] Digital platform revenue relates to assessments marked using RM’s accreditation platforms, e.g. RM Ava. This plus third-party revenue (e.g. scanning) makes up 76.3% of total Assessment revenue and excludes one-off project work. [2] Source: Technavio Dissemination of a Regulatory Announcement that contains inside information in accordance with the Market Abuse Regulation (MAR), transmitted by EQS Group. The issuer is solely responsible for the content of this announcement. View original content: EQS News |
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| ISIN: | GB00BJT0FF39 |
| Category Code: | FR |
| TIDM: | RM. |
| LEI Code: | 2138005RKUCIEKLXWM61 |
| Sequence No.: | 420017 |
| EQS News ID: | 2286008 |
| End of Announcement | EQS News Service |
|
|
Latest directors dealings
- 4 hours ago JPMorgan Global Core Real Assets Limited NPV (EUR)
- 4 hours ago Blackrock Frontiers Investment Trust
- 4 hours ago Bunzl
- 5 hours ago Vistry Group
- 5 hours ago Rathbones Group