RM plc: Interim Results
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RM plc (RM.)
14 July 2026 RM plc Interim Results for the six months ended 31 May 2026 Transformation programme continues to yield financial improvement
RM plc (‘RM’, the ‘Company’), a leading global educational technology (‘EdTech’), digital learning and assessment solution provider, reports its interim results for the six months ended 31 May 2026.
Financial highlights
Assessment
TTS
Technology
Current trading and FY26 outlook
Mark Cook, Chief Executive of RM, said “It is very pleasing to see positive progress across our core Assessment business with recurring revenue and profitability increasing. The foundation for this has been laid by progress made with the strategic initiatives we communicated as part of the equity raise last year, namely the separation of our divisions and the continued investment in our RM Ava platform. We are excited by the opportunities that building RM Ava has created, not only within education but also through government sponsored digital accreditations and our continued expansion into global professional qualifications. Reducing our debt through the disposal of non-core assets remains a preeminent focus of the Board. I will provide an update on any significant progress at the appropriate time.”
Notes 1 Throughout this statement, adjusted operating profit, adjusted EBITDA excluding share-based payments, adjusted loss before tax and adjusted EPS are Alternative Performance Measures, stated after adjusting items (see Note 4) which are identified by virtue of their size, nature and incidence. The Group reports adjusting items which are used by the Board to monitor and manage the performance of the Group, in order to ensure that decisions taken align with the Group’s long-term interests. The treatment of adjusted items is applied consistently year-on-year. 2 Adjusted net debt is defined as the total of borrowings less capitalised fees, cash and cash equivalents and overdrafts. Lease liabilities of £17.2m (30 November 2025: £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. 3 Recurring revenues in Assessment is made up of digital platform revenue and third-party scanning and excludes one-off project work. 4 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 outcomes.
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
Overview During the first half, we have continued to increase RM’s profitability with adjusted operating profit up by 200.0% from HY25 to £2.7m (and adjusted EBITDA up by 48.6% to £5.2m). This reflects the benefits of the transformation programme, including simplification and the separation of our divisions, delivering further cost savings, and an increase in core recurring Assessment revenue. Revenue is down by 4.2% to £70.1m, primarily due to challenges faced by the Technology division (see below). While Assessment revenue is flat due to a higher level of one-off project work in last year’s comparative figure, I’m pleased to report that recurring revenue in Assessment has grown by 7.3%. We have continued to win new Assessment customers including two in the professional qualifications space. Complementing this was our high customer renewal rate of 100% in H1, following a similar trend in the last two financial years. Technology revenue fell 9.1% to £20.0m reflecting a continuation of the challenges facing the UK schools’ market, while TTS was slightly down by 3.6% to £29.6m as international sales were impacted by the war in the Middle East. This underpins the Board’s strategy to focus on and grow its Assessment business which offers both significant growth opportunities and relative resilience to macroeconomic shocks. I was clear in our FY25 year-end announcement that we are actively working on the disposal of non-core assets to materially reduce debt. I will provide updates on any significant progress when we are in a position to do so. Last October’s equity placing has accelerated our progress in separating the divisions and we recently went live with Sage X3 as our new separate enterprise resource planning system for Assessment. Further detail on how the proceeds from the equity raise have been deployed is set out below. Net debt is marginally lower at £59.3m (HY25: £59.6m) while we have continued to invest in RM Ava, our adaptive virtual accreditation platform. Our lenders remain supportive of our strategy, and we have extended our bank facility to 5 January 2028. Use of the equity raise proceeds As detailed in our FY25 annual report, we raised £12.7m (net of fees) last October to be used to do four things:
We have invested in each of these areas. Separation work includes each division now having its own separate legal entity. We have also transferred the closed defined benefits pension schemes from the trading subsidiaries to RM plc as sponsor, gone live with a new standalone ERP system (Sage X3) for Assessment and corporate services, and made other IT system changes to increase flexibility and reduce costs. While there are one-off costs associated with these changes, they unlock future cost savings and provide necessary flexibility to carry out our strategic goals. We have continued to invest in our single, cloud-based platform, RM Ava. We are approximately 65% through our strategic investment in Ava, digitising the full end to end assessment process; authoring exams, taking them, marking and grading. Advantages of full delivery of the new platform are modularity and scalability as well as a step change in the customer and candidate experience and increased market leading functionality. Investment was approximately £6m in FY25 with a further £6m being invested in FY26. This will continue to see us introduce new capabilities that align with our customers’ needs later in FY26 such as the reporting and analytics module, delivering deeper insights across the entire assessment lifecycle. Crucially, building Ava allows RM to enter into a whole new Target Addressable Market, (“TAM”) due to its flexibility to scale. This goes beyond the general qualifications market, our traditional stronghold, and includes more professional qualifications along with larger, multi-year government sponsored digital accreditations. Our sales and marketing capability in Assessment has been strengthened by recruiting talent with more than two decades of experience working in education. This will support us in achieving our new business targets with our pipeline of opportunities having more than doubled since HY25, driven in part by the additional TAM I have outlined above. Finally, a portion of the fundraise proceeds has helped with our inherently challenging working capital cycle which encompasses the bulk of our customer receipts arising during concentrated periods, rather than consistently throughout the year. We have initiated plans to address this over time such as introducing a more evenly spread customer invoicing pattern as part of contract renewal discussions. Divisional performance Assessment Total Assessment revenue for the half year is £20.5m, consistent with HY25. Excluding one-off project work, Assessment’s recurring income, comprising core digital platform revenue and third-party scanning, increased by 7.3% to £19.0m (HY25: £17.7m). This reflects our strategy of growing Assessment’s recurring revenue through long-term contracts, now representing 92.7% of the division’s total sales (HY25: 86.3%). Assessment’s operating margin has increased by 8.3% in HY25 to 25.9% in HY26 due to further cost savings and efficiencies, and the higher amount of core recurring revenue. Our customer renewal rates remain very high with 100% of the revenue up for renewal in H1 having been successfully renewed and we have already received positive indications from customers who expect to renew with us in H2. This reinforces the sticky nature of our digital platform revenue in Assessment, built on years of developing relationships and delivering unparalleled assessment solutions. Equally pleasing is that we have won three-year contracts with two new customers in the professional qualifications space, which is a key area of expansion for assessment. We will be supporting both customers with the delivery of online exams with the entire assessment process managed on our Ava platform. Our busiest time, the summer peak exam period, is still underway and we have achieved a new record of 900,000 high stakes exam papers digitally marked in our platform in a single day. This half year also marked an important milestone as one of our major customers delivered its first set of global digital exams using our Ava platform. TTS TTS revenue for the period is £29.6m, slightly down by 3.6% on last year, largely due to the war in the Middle East having impacted international orders in that region. UK revenue is marginally down due to our decision to not initiate a site wide discount, unlike last year. That decision, along with achieving greater efficiencies, has helped divisional contribution to be 16.7% higher than in HY25. TTS has introduced 67 new own-IP products in H1, including our Glow Sequencing Cubes, which have already received a great reception, generating significant interest and a steady stream of orders in its launch month. Creating unique products and resources using our own intellectual property, rather than simply reselling, remains one of our key differentiators in this highly transactional market. Technology Technology sales in H1 are £20.0m, 9.1% down on last year as the division continues to be impacted by the challenging UK schools’ market with schools facing ongoing budget constraints. An additional factor in the decline is the price reductions given to a small number of major managed services customers towards the end of FY25 for multiple-year contract extensions, thereby providing greater certainty of revenue in years to come. The Connect the Classroom government initiative has progressed more slowly than expected reflecting changes in government approach although we remain hopeful that this initiative will be reinstated in the near future. Hardware sales started the year well but have since been affected by the rise in global prices for computer parts. Despite these challenges, Technology has continued to win and renew contracts which provide recurring revenues. This includes WMG Academy Trust and Alpha Schools renewing for a further 5 years and a number of new connectivity wins on multi-year contracts. Outlook Our core Assessment business is continuing to progress positively and we have made great strides in completing strategic initiatives, such as the separation of the divisions and the continued development of RM Ava. Full year FY26 adjusted operating profit remains in line with market expectation and with a higher proportion than previously envisaged coming from our core Assessment business. Owing to the challenging market and macroeconomic headwinds impacting Technology and, to a lesser extent, the short-term impact on TTS caused by the war in the Middle East, we expect overall revenue for the full year to be slightly below that reported in FY25. Our strategic priority to materially reduce net debt remains a key focus and we are confident in our ability to scale our high growth Assessment business over the coming years. Our Assessment pipeline has grown by over 100% compared to a year ago. This reflects opportunities that are unfolding not only within RM’s traditional education sector but also through government sponsored digital accreditations and our continued expansion into global professional qualifications, enlarging our TAM substantially.
Chief Financial Officer’s statement The first half of FY26 has again been a period of significant change and progress within RM plc, most notably in the continued significant improvements in profitability that our strategy is delivering; but also through the separation of the RM Assessment business into a standalone legal entity and core IT / ERP systems.
Financial Review Group financial performance
Divisional performance
Group revenue from continuing operations decreased by 4.2% to £70.1m (HY25: £73.2m). Adjusted operating profit from continuing operations improved by £1.8m to £2.7m (HY25: £0.9m) through a combination of a better mix of higher profit revenue streams and through ongoing cost control. RM TTS revenues decreased by 3.6% to £29.6m (HY25: £30.7m). UK revenue declined (3.1%) but material margin increased by 4.2% as significant discounting took place in the prior year. International revenue declined in the period (4.9%) with continuing geopolitical uncertainty impacting conversion of orders to sales. Divisional contribution improved to £2.1m (HY25: £1.8m) through ongoing cost control and operational efficiency improvements, and TTS divisional adjusted operating profit increased significantly to £0.8m (HY25: £0.1m). Adjusted operating margin increased by 2.4% to 2.7% (HY25: 0.3%). RM Assessment revenues remained flat at £20.5m. The division saw continued strong revenue growth in recurring contracted revenues (+7.3%). This growth has come from the impact of increased volumes of assessments from existing customers, as well as some impact from new customers won since last year. Revenue growth was partially offset by the continued wind down of legacy and other non-core contracts to £1.5m (HY25: £2.8m). On the back of growth of higher margin recurring revenue, divisional contribution increased by 11.9% to £7.5m (HY25: £6.7m) and adjusted operating profit increased even further by 47.2% to £5.3m (HY25: £3.6m), as the division benefitted from lower corporate allocations. As a result Assessment division generated adjusted operating profit at 25.9% of revenue (HY25: 17.6%). RM Technology revenues decreased by 9.1% to £20.0m (HY25: £22.0m) as HY26 is the first full half year impact of lower pricing on the long term renewal of the division’s largest customer during FY25. The division saw encouraging increases in transactional sales, however these were limited by continued headwinds in UK schools’ budgetary pressures and the impact of significant cost inflation from suppliers of computer hardware. Divisional contribution declined by £1.7m to £1.8m (HY25: £3.5m), flowing through to an adjusted operating profit of £0.0m (HY25: profit of £0.9m) and adjusted operating margin reduced to 0.0% (HY25: 4.1%). Adjusted EBITDA excluding share-based payment charges increased to £5.2m (HY25: £3.5m) reflecting further improvement in our operational efficiency. Loss before tax improved to £2.9m (HY25: loss of £4.3m); this £1.4m improvement was delivered by a £1.8m increase in Adjusted Operating Profit and £0.7m reduction in finance costs offset by an increase of £1.0m in adjusting items, primarily as a result of our ongoing separation activities and transition to a new ERP system. Statutory loss after tax was £2.0m (HY25: loss of £3.3m), with the improvement noted above offset by a £0.1m lower tax credit. Diluted loss per share was (2.1)p (HY25: (4.0)p) and adjusted earnings/(loss) per share was 0.0p (HY25: (2.0)p).
Adjusting items To provide an understanding of business performance excluding the effect of significant change programmes and material transactions, certain costs are identified as ‘adjustments’ to business performance as set out below:
1 Restructuring costs in HY26 relate primarily to the legal separation and new ERP implementation activities announced in FY25. Restructuring costs in HY25 related to the implementation of the Group’s new Target Operating Model announced in FY24, which has now concluded. 2 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.
Inventory Inventories have reduced slightly to £12.9m (FY25: £13.0m) as TTS ensures it holds sufficient and appropriate stocks in advance of its peak trading period. Corporate Costs Total corporate costs reduced by £2.4m to £8.7m (HY25: £11.1m) as a result of the savings programmes delivered and ongoing cost control; these reductions were partially offset by the cost associated with share plan awards for management. Corporate costs in the period after divisional allocations were £3.4m, reduced from £3.6m in HY25. Taxation The total tax credit for the period was £0.9m (HY25: credit of £1.0m). Cash flow, Net Debt and Lender Agreement The first half of the financial year is normally a working capital outflow period for the Group, with lower revenues and profitability than H2, as well as inventory purchases ahead of the second half peak selling periods in TTS & Technology; the majority of cash inflow from examinations sessions also comes in the second half. On a statutory basis, net cash inflow from operating activities was £0.0m (HY25: £1.1m), with the reduction primarily arising from working capital settlements. Adjusted net debt at the end of the period was £59.3m (FY25: £50.6m) as the £0.0m net cash flow from operating activities (see above) was primarily offset by £4.2m of asset purchases (HY25: £4.2m) as we continued investment in RM Ava, £2.6m of interest paid (HY25: £2.8m), and £1.4m of lease repayments (HY25: £1.4m). The Group has an agreement with Lenders for a £70.0m bank facility to January 2028, secured by a 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. Financial covenants during the period and to the end of the facility are as follows:
Balance Sheet The Group had net assets of £31.9m at 31 May 2026 (FY25: £30.9m). The balance sheet includes non-current assets of £106.7m (FY25: £97.1m), of which £29.3m (FY25: £29.0m) is goodwill and £23.1m (FY25: £20.1m) relates to the Group’s defined benefit pension scheme which is discussed further below. Operating PPE, intangible and right-of-use assets total £39.1m (FY25: £33.6m) and includes acquired brands, customer relationships, intellectual property, and leases primarily relating to properties used by the Group. Net current assets of £1.9m (FY25: £5.0m) includes cash and cash equivalents of £4.9m (FY25: £6.2m) and bank overdrafts of £4.1m (FY25: £nil). Non-current liabilities of £76.7m (FY25: £71.1m) includes borrowings of £60.1m (FY25: £56.7m) and lease liabilities of £15.1m (FY25: £13.4m) which are predominately associated with the Group’s utilisation of properties. Dividend A condition of the previously extended and amended banking facility agreement remains the same, which was to restrict dividend distribution until the Company has reduced its net debt to LTM EBITDA (post IFRS 16) leverage to less than 1x for two consecutive quarters. Therefore, we are not recommending the payment of a dividend and are unlikely to in the short-term since our focus is to continue investing in RM’s growth. 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 (“Platinum Scheme”). All schemes are now closed to future accrual of benefits. As set out in Note 9, the net IAS 19 surplus increased by £3.0m to £23.1m during the period. All three schemes are in surplus. The increase was driven by higher discount rates decreasing the value of liabilities. The latest triennial valuations for statutory funding purposes for the RM and CARE schemes, dated 31 May 2024, do not require any additional contribution payments. The Platinum scheme valuation, dated 31 December 2024, does not require any contribution payments until 31 December 2030. During the period the sponsoring employer of the RM, CARE and Platinum schemes was changed from RM Education Limited (for the RM scheme) and RM Educational Resources Limited (for the CARE and Platinum schemes) to RM plc. Internal Controls During the period management have continued to embed financial controls, through a programme of quarterly self-certification by control owners, and independent testing by the Internal Audit & Internal Controls team. The Board and Audit & Risk Committee are updated regularly with respect to ongoing improvements to the control environment and the outcomes of testing. Where controls currently are not designed, implemented, or operating as effectively as they should, management have provided the Committee with assurance that appropriate mitigating actions are in place to conclude that these Financial Statements do not contain material errors. Going Concern In assessing the going concern position, the Directors have considered the balance sheet position as included on page 12 and the level of available finance not drawn down. The net current assets and adjusted net debt for the Group at 31 May 2026 were £1.9m and £59.3m respectively (30 November 2025: net current assets of £5.0m and £50.6m respectively). RM Group plc has a bank facility (“the facility”) which totalled £70.0m at the date of this report. The facility maturity was extended in June 2025 and is committed until 5 January 2028. The terms of the revised facility are as disclosed in Note 11. The debt facilities are subject to financial and certain non-financial covenants. Details of the financial covenants can be found in the ‘Cash Flow, Net Debt and lender agreement’ section above, and the non-financial covenants in Note 11. The Directors have prepared cash flow forecasts for the period to the end of the facility which indicate there is headroom for both covenants at each measurement period. A number of reasonably plausible downside scenario sensitivities have been assessed, alongside a review of mitigating actions which are within management’s control. While the Directors of the Group believe that all reasonable worst-case downside scenarios occurring together is highly unlikely, under this reasonable worst case scenario without any mitigating actions the Group would continue to comply with the covenants of the facility until February 2027 when the interest cover test would be breached, and May 2027 when the adjusted leverage test would be breached. With mitigations applied to the reasonable worst-case scenarios, no breach of either covenant is forecast. Taking this into account, the Group is expected to comply with all debt covenants in place and will have sufficient funds to meet its liabilities as they fall due until the end of this facility. Further detail on the Directors’ assessment of going concern, including details in relation to the base assessment and the reasonably plausible downside scenario are set out in Note 1 to the financial statements below.
UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS CONDENSED CONSOLIDATED INCOME STATEMENT
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME/(EXPENSE)
The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS CONDENSED CONSOLIDATED BALANCE SHEET
The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS CONDENSED 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. It is not distributable as the gains and losses are unrealised. 3 The Group translation reserve arises on consolidation from the unrealised movement of foreign exchange on the net assets of overseas entities. It is not distributable. The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS CONDENSED CONSOLIDATED CASH FLOW STATEMENT
The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The unaudited condensed consolidated financial statements for the six months ended 31 May 2026:
The information relating to the year ended 30 November 2025 is extracted from the Group’s published Annual Report and Financial Statements for that year, which has been delivered to the Registrar of Companies, and on which the auditors’ report was unqualified and did not contain any emphasis of matter or statements under section 498(2) or 498(3) of the UK Companies Act 2006. RSM, the Company's auditors, have not undertaken an independent review of the condensed set of financial statements in this interim report, consistent with the same period in the prior year. The preparation of the unaudited condensed consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the end of the reporting period, and the reported amounts of revenue and expenses during the period. Actual results could vary from these estimates. These estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods. Principal risks and uncertainties Pursuant to the requirements of the Disclosure and Transparency Rules, the Group provides the following information on its principal risks and uncertainties. The Group 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 detailed within the Group’s Annual Report and Financial Statements for the year ended 30 November 2025 remain applicable. This is available from the RM website: www.rmplc.com. The principal risks and uncertainties that could have a significant effect on the Group’s financial performance, include the following:
Going concern The unaudited consolidated financial statements for the six months ended 31 May 2026 have been prepared on a going concern basis which the Directors consider to be appropriate for the following reasons. At 31 May 2026, the Group had net debt of £59.3m (30 November 2025: £50.6m) and drawn facilities of £61.0m (30 November 2025: £58.0m). Average Group debt over the six months to 31 May 2026 was £60.6m (year to 30 November 2025: £57.8m) with a maximum borrowings position of £61.0m (year to 30 November 2025: £63.3m). The Group has a £70.0m (2025: £70.0m) committed bank facility (“the facility”) at the date of this report. The facility provides lenders a fixed and floating charge over the shares of all the obligor companies (except for RM plc). The facility is due to mature on 5 January 2028. For going concern purposes the Board have assessed the Group’s forecast performance against the following covenants which apply for the period of 12 months from the date of this report:
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. As part of the Group’s business planning process, the Directors of the Group have closely monitored the Group’s financial forecasts, key uncertainties, and sensitivities. As part of this exercise, the Directors of the Group reviewed a number of scenarios, including the base case and reasonable worst-case downside scenarios. The base case scenario assumes no significant downturn in UK or international markets from those experienced in the year to 30 November 2025 and first half of FY26, and also assumes a broadly similar macroeconomic environment to that currently being experienced. However, it also assumes revenue growth across all businesses in the Group, and profit margin growth including annualised savings from restructuring programmes undertaken in the period. Under the base case, adequate headroom is forecast against the covenants such that there are no breaches within the going concern period of not less than 12 months from the date of approval of these financial statements. 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 delays in significant customer contracts or distributor arrangements, markets and/or market share not growing, reductions in contract wins or renewals, and increases in costs that cannot be passed on to customers. Taken together, the reasonable worst-case scenario applies significant reductions to the revenue, EBITDA and cash figures in the base case forecast. While the Directors of the Group believe that all reasonable worst-case downside scenarios occurring together is highly unlikely, under this scenario without any mitigating actions the Group would continue to comply with all covenants until February 2027, when the interest cover test would be breached, and May 2027 when the adjusted leverage covenant would be breached. Taking into account the associated mitigations that the Directors of the Group are confident could be enacted in the event these reasonable worst-case downside scenarios should occur, the Group is expected to comply with all debt covenants in place and will have sufficient funds to meet its liabilities as they fall due from the date of this report for a period of not less than 12 months from the date of approval of these financial statements. These mitigations include reducing discretionary spend and delaying capital expenditure. These are actions the Group has taken before and therefore the Board is confident of its ability to deliver these mitigating actions if required. The Board’s assessment of the likelihood of a further downside scenario is remote. Management has undertaken reverse stress testing of the base case scenario which shows that, should sales reduce in TTS by £13.5m (19%) or Technology by £21.7m (47%) in the quarter ended 31 August 2026 in isolation, the covenants would still be complied with for that quarter if none of the other downside scenarios were to occur. Consequently, the Directors of the Group have concluded that the going concern basis of accounting remains appropriate and the financial statements do not require the adjustments that would result if the Group were unable to continue as a going concern. 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:
Further explanation of what each APM comprises and reconciliations between statutory reported measures and adjusted measures are shown in Note 4. 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). Underlying performance excludes adjusted items which 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 underlying 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. New accounting pronouncements adopted On 1 December 2025, the Group adopted certain new accounting policies to comply with amendments to IFRS, including:
None of the above had a material impact on the consolidated results, financial position or cash flows of the Group. Further details are provided in the Group’s Annual Report and Financial Statements for the year ended 30 November 2025. 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 following are considered key sources of estimation uncertainty:
Critical accounting judgements In applying the Group’s accounting policies the Directors are required to make judgements and assumptions, actual results may differ from these. The following are considered key critical accounting judgements:
The Group’s business is supplying products, services and solutions to the UK and international education markets. The Chief Executive Officer is the Chief Operating Decision Maker. The Chief Operating Decision Maker reviews segments at an adjusted operating profit level and adjustments are not allocated to segments. Information reported to the Chief Operating Decision Maker for the purposes of resource allocation and assessment of segmental performance is focused on the nature of each type of activity. The Group is structured into three operating divisions: RM TTS, RM Assessment and RM Technology. Typically, two of the divisions are impacted by seasonality trends. RM TTS experiences increased revenues in March, June, July and October in line with customer financial and academic years. In RM Assessment scanning revenues are recognised over the period of the exam activity and create seasonality depending on the timing of exam sessions and the number and type of examinations being sat. UK government Assessment scanning revenues are spread typically between May to July. This segmental analysis shows the result of these divisions. 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.
Segmental results
1 Included in UK are International Sales via UK Distributors of £309,000.
1 Included in UK are International Sales via UK Distributors of £318,000. Segmental assets
Other non-segmented assets include defined benefit pension surplus, tax assets and cash and short-term deposits.
1 The classes of revenue by product type were revised in FY25 to align with the classes used by management to assess performance of the business and the comparatives have been re-presented.
As set out in Note 1, the Group uses alternative performance measures that the Board believes reflect the trading performance of the Group, and it is these adjusted measures that the Board use as the primary measures of performance during the year.
Adjusted items: These are items which 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, impairment; gain on held-for-sale assets and related transaction costs; changes in the provision for exceptional property costs; the gain/loss on sale of operations; and restructuring and acquisition costs. The following costs and income were identified as adjusted items:
Adjusted net debt of £59.3m (30 November 2025: £50.6m) is the total of borrowings less capitalised fees of £60.1m (30 November 2025: £56.7m) plus bank overdraft of £4.1m (30 November 2025: £nil) minus cash at bank of £4.9m (30 November 2025: £6.2m). Lease liabilities of £17.1m (30 November 2025: £15.4m) 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. The above adjustments have the following impact on key metrics:
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.
For the interim periods, the ETR is calculated by applying a forecast full year ETR to the interim results. The standard rate of corporation tax in the UK for the period is 25% (2025: 25%).
In accordance with IAS 33 the diluted loss per share is corrected on the face of the Income Statement to reflect the undiluted figure as a loss should not be diluted.
At 31 May 2026, the Group had drawn down £61.0m (30 November 2025: £58.0m) of the £70.0m committed revolving credit facility, which expires in July 2027. For further details of the committed revolving credit facility please see Note 11.
Disclosure of provisions
There are three defined benefit pension schemes: The Research Machines plc 1988 Pension Scheme (RM Scheme), The Consortium CARE Scheme (CARE Scheme) and The Prudential Platinum Pension (Platinum Scheme). In addition, the Group has TUPE employees who retain membership of Local Government Pension Schemes, many of which have a customer contractual guarantee whereby the Group reimburses for any IAS 19 deficit when it ceases to be a participating employer and are therefore accounted for as a defined benefit arrangement, with actuarial movements recognised through Other Comprehensive Income. For further details of each of these schemes please see Note 24 in the Group’s Annual Report and Financial Statements for the year ended 30 November 2025. Reconciliation of net defined benefit obligation
1 The administrative expenses of the schemes are settled from the scheme assets and not paid by the Group.
The surplus has increased primarily due to the change in financial assumptions used, specifically the higher discount rate, which has decreased the value of the liabilities. This has been partially offset by lower than expected returns on assets, changes in the demographic assumptions used, RPI price inflation being higher than expected and payment of administration costs.
Significant actuarial assumptions
The most recent triennial actuarial valuation of Scheme assets and the present value of the defined benefit obligation for the RM and CARE schemes was carried out for statutory funding purposes at 31 May 2024 by a qualified independent actuary. The valuation for the RM Scheme showed a surplus of £10,393,000. No additional contribution payments are required. On 15 March 2026 the sponsoring employer of the RM Scheme changed from RM Education Ltd to RM plc. The valuation for the CARE Scheme 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. On 8 March 2026 the sponsoring employer of the CARE Scheme changed from RM Educational Resources Ltd to RM plc. The most recent full actuarial valuation for the Platinum scheme was carried out by the independent actuaries on 31 December 2024. The Scheme is administered within a legally separate trust, 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. On 1 April 2026 the sponsoring employer of the Platinum Scheme changed from RM Educational Resources Ltd to RM plc.
Transactions between the Company and its subsidiaries, which are related parties, have been eliminated on consolidation. The Group encourages its Directors and employees to be governors, trustees or equivalent of educational establishments. The Group trades with these establishments in the normal course of its business. The sole significant related party transaction relates to the provision of contract staff by Searchlight Business Services Limited, of which Mark Cook (the Chief Executive Officer of RM plc) is non-Executive Chairman. In the six months to 31 May 2026 the Group purchased services totalling £0.2m (2025: £0.1m). Mr Cook is not involved in the commercial discussions relating to this supply.
On 5 July 2026 the lenders approved an extension and amendment to the Group’s revolving credit facility, which will now run to 5 January 2028. Certain non-financial covenants including the achievement of milestones relating to the strategy for disposal of certain non-core assets were also extended. The following financial covenants apply from the approval date to the end of the facility:
Dissemination of a Regulatory Announcement, transmitted by EQS Group. The issuer is solely responsible for the content of this announcement. View original content: EQS News |
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| ISIN: | GB00BJT0FF39 |
| Category Code: | IR |
| TIDM: | RM. |
| LEI Code: | 2138005RKUCIEKLXWM61 |
| Sequence No.: | 436118 |
| EQS News ID: | 2365168 |
| End of Announcement | EQS News Service |
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