REG-RM plc RM plc: Final Results for the year ended 30 November 2025
Today 07:02
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RM plc (RM.)
RM plc: Final Results for the year ended 30 November 2025
05-March-2026 / 07:00 GMT/BST
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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
£m FY25 FY24 Variance
Revenue from continuing operations 162.1 166.1 (2.5)%
Profit/(loss) before tax from continuing operations 3.2 (12.1) 126.5%
Loss from discontinued operations1 - (0.9) n/a
Statutory profit/(loss) after tax 2.2 (4.7) 146.3%
Diluted EPS from continuing operations 2.5p (4.6)p 154.3%
Adjusted performance measures2:
Divisional contribution excluding corporate costs 32.3 32.8 (1.5)%
Divisional contribution margin 20.0% 19.8% 0.2%
Adjusted operating profit from continuing operations 11.5 8.6 33.2%
Adjusted operating profit margin 7.1% 5.2% 1.9%
Adjusted EBITDA 16.5 13.7 19.9%
Adjusted profit before tax from continuing operations 5.5 2.4 126.0%
Adjusted diluted EPS from continuing operations 4.9p 11.7p (58.1)%
Adjusted net debt3 50.6 51.7 2.1%
• Adjusted operating profit from continuing operations has increased substantially by 33.2% to
£11.5m (FY24: £8.6m) and adjusted EBITDA by 19.9% to £16.5m (FY24: £13.7m).
• Profit before tax is £3.2m marking the first reported statutory profit since FY21, reinforcing
RM’s upward trajectory in generating profitability.
• Revenue from continuing operations is slightly down reflecting the ongoing challenges facing the
UK schools’ market in H1 impacting the Technology and TTS divisions.
• Significantly, RM’s higher margin, core Assessment division has achieved 19.9% revenue growth with
digital platform revenue up by 17.3% versus FY24.
• Adjusted net debt has reduced by £1.1m to £50.6m following the equity placing last October and a
further £6m being invested in RM Ava, our adaptive virtual accreditation platform. The Company has
operated within its hard liquidity and EBITDA covenants throughout FY25.
• Reduction in adjusted diluted EPS from continuing operations due to £9.2m deferred tax credit in
FY24.
• Successfully agreed with the trustees of the defined benefits pension schemes to cease further
contributions from the Company, with the schemes now showing a technical provisions surplus.
Core Assessment business continues to grow and drive margin improvement
• The substantial contracted order book4 of Assessment is maintained at £95.5m at end of FY25 (FY24:
£95.7m).
• 99% of Assessment’s revenue up for renewal during FY25 has been successfully renewed,
demonstrating strong ability to retain strategic customers.
• Assessment’s adjusted operating margin has increased from 17.5% to 22.9% reflecting the focus on
margin improvement this year.
• RM Ava platform KPIs have strengthened:
◦ Assessment digital platform revenue grew 17.3% year on year (FY24: 12.0%), Assessment
recurring revenue (including scanning) grew 15.5% year on year (FY24: 10.0%).
◦ Over 20m tests successfully processed through the Assessment platforms.
• Invested a further £6m during the year in the development of our strategic RM Ava platform, which
will drive future growth.
• The introduction of our AI marking tool has been well received with a number of proof of concepts
having been secured.
TTS
• TTS has continued to develop exciting products, launching 131 new products using our own IP in
FY25.
• UK sales were impacted by the tough schools market and international sales were constrained by the
US tariffs in H1.
• Further investment has been made in Dubai and TTS is ready to capitalise on growing market
opportunities overseas.
Technology
• Technology sales were impacted by delays in key initiatives such as Connect the Classroom funding
and a general slowness across the UK schools market.
• The division has secured a number of managed services contract renewals and wins which represents
recurring revenue for years to come.
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 1 https://www.rmplc.com/.
Contacts:
RM plc 2 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 ( 3 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:
• Assessment - a global provider of assessment software, supporting exam awarding bodies,
universities, and governments worldwide to digitise their assessment delivery.
• TTS (Technical Teaching Solutions) – an established provider of education resources for early
years, primary schools, and secondary schools across the UK and to 114 countries internationally.
• Technology - a market-leading advisor and enabler of ICT software, technology and bespoke services
to UK schools and colleges.
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 4 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:
• Complete the separation work required to facilitate disposals of non-core assets;
• Strengthen RM Ava and accelerate its development;
• Invest in RM Assessment's sales and marketing capability; and
• Manage general working capital purposes.
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 5 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
£m FY25 FY24 Variance
Revenue from continuing operations 162.1 166.1 (2.5)%
Profit/(loss) before tax from continuing operations 3.2 (12.1) 126.5%
Loss from discontinued operations1 - (0.9) n/a
Statutory profit/(loss) after tax 2.2 (4.7) 146.3%
Diluted EPS from continuing operations 2.5p (4.6)p 154.3%
Adjusted performance measures2:
Divisional contribution excluding corporate costs 32.3 32.8 (1.5)%
Divisional contribution margin 20.0% 19.8% 0.2%
Adjusted operating profit from continuing operations 11.5 8.6 33.2%
Adjusted operating profit margin 7.1% 5.2% 1.9%
Adjusted EBITDA 16.5 13.7 19.9%
Adjusted profit before tax from continuing operations 5.5 2.4 126.0%
Adjusted diluted EPS from continuing operations 4.9p 11.7p (58.1)%
Adjusted net debt3 50.6 51.7 2.1%
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).
£m FY25 FY24 Variance
RM TTS:
Total revenue 67.3 72.4 (7.2)%
UK revenue 50.5 53.7 (6.1)%
International revenue 16.8 18.7 (10.5)%
Divisional contribution 7.4 8.9 (16.7)%
Divisional contribution margin 11.0% 12.2% (1.2)%
Adjusted operating profit 4.2 5.4 (21.8)%
Adjusted operating profit margin 6.2% 7.4% (1.2)%
RM Assessment:
Revenue 47.6 39.7 19.9%
Divisional contribution 16.6 14.4 14.9%
Divisional contribution margin 34.8% 36.4% (1.6)%
Adjusted operating profit 10.9 6.9 56.8%
Adjusted operating profit margin 22.9% 17.5% 5.4%
RM Technology:
Revenue 47.2 54.0 (12.5)%
Divisional contribution 8.3 9.5 (12.3)%
Divisional contribution margin 17.5% 17.6% (0.1)%
Adjusted operating profit 3.5 3.6 (0.3)%
Adjusted operating profit margin 7.5% 6.6% 0.9%
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.
Adjusting items (total operations) £m FY25 FY24
Amortisation of acquisition-related intangible assets 0.2 0.4
Impairment of RM TTS goodwill1 — 9.3
Reversal of impairment of RM Consortium assets2 — (0.5)
Restructuring costs3 1.8 4.6
Cost of GMP conversion — 0.3
Consortium pension costs4 0.3 —
Total adjustments 2.3 14.1
Tax impact (0.3) (0.8)
Total adjustments after tax 2.0 13.3
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:
• 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, 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.
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
Year ended 30 November 2025 Year ended 30 November 2024
Adjusted Adjustments Total Adjusted Adjustments Total
Note
£000 £000 £000 £000 £000 £000
Continuing operations
Revenue 2 162,069 - 162,069 166,143 - 166,143
Cost of sales (100,197) - (100,197) (99,490) - (99,490)
Gross profit 61,872 - 61,872 66,653 - 66,653
Operating expenses (51,664) (2,301) (53,965) (58,156) (5,270) (63,426)
Other operating income 1,258 - 1,258 - - -
Expected credit loss (16) - (16) 98 - 98
(charge)/credit)
Impairment losses - - - - (9,286) (9,286)
Profit/(loss) from operations 2,3 11,450 (2,301) 9,149 8,595 (14,556) (5,961)
Finance income 4 1,084 - 1,084 851 - 851
Finance costs 5 (7,021) - (7,021) (7,007) - (7,007)
Profit/(loss) before tax 5,513 (2,301) 3,212 2,439 (14,556) (12,117)
Tax 6 (1,296) 278 (1,018) 7,366 884 8,250
Profit/(loss) for the year from 4,217 (2,023) 2,194 9,805 (13,672) (3,867)
continuing operations
(Loss)/profit for the year from 7 - - - (1,249) 379 (870)
discontinued operations
Profit/(loss) for the year 4,217 (2,023) 2,194 8,556 (13,293) (4,737)
Earnings per ordinary share on 8
continuing operations
– basic 4.9p - 2.6p 11.8p - (4.6)p
– diluted 4.9p - 2.5p 11.7p - (4.6)p
Earnings per ordinary share on 8
discontinued operations
– basic - - (1.5)p - (1.1)p
– diluted - - (1.5)p - (1.1)p
Earnings per ordinary share on 8
total operations
– basic 4.9p - 2.6p 10.3p - (5.7)p
– diluted 4.9p - 2.5p 10.2p - (5.7)p
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
Year ended
30 November Year ended
30 November 2024
Note 2025
£000
£000
Profit/(loss) for the year 2,194 (4,737)
Items that will not be reclassified subsequently to profit or loss
Defined benefit pension scheme remeasurements1 14 (2,429) 3,760
Tax on items that will not be reclassified subsequently to profit or 6 607 (848)
loss1
Items that are or may be reclassified subsequently to profit or loss
Fair value (loss)/gain on hedging instruments2 (314) 12
Fair value loss on hedging instruments transferred to the income 252 412
statement2
Exchange (loss)/gain on translation of overseas operations3 (229) 37
Other comprehensive (expense)/income (2,113) 3,373
Total comprehensive income/(expense) 81 (1,364)
1 Recognised in retained earnings.
2 Recognised in the hedging reserve.
3 Recognised in the translation reserve.
Consolidated balance sheet
At At
Note 30 November 2025 30 November 2024
£000 £000
Non-current assets
Goodwill 10 29,036 29,172
Other intangible assets 14,249 6,818
Property, plant and equipment 6,585 7,249
Right-of-use assets 12,758 12,014
Defined benefit pension scheme surplus 14 20,093 20,498
Other receivables 11 353 245
Contract fulfilment assets 5,262 5,661
Deferred tax assets 6 8,734 8,479
97,070 90,136
Current assets
Inventories 12,987 15,190
Trade and other receivables 11 26,050 21,723
Contract fulfilment assets 2,720 2,909
Tax assets 121 347
Cash and cash equivalents 6,166 8,196
48,044 48,365
Total assets 145,114 138,501
Current liabilities
Trade and other payables 12 (41,895) (41,897)
Provisions 13 (1,154) (1,972)
Bank overdraft - (4,325)
(43,049) (48,194)
Net current assets 4,995 171
Non-current liabilities
Lease liabilities 12 (13,393) (12,816)
Other payables 12 (165) (3,585)
Provisions 13 (809) (1,243)
Defined benefit pension scheme obligation 14 (30) (30)
Borrowings 15 (56,742) (55,524)
(71,139) (73,198)
Total liabilities (114,188) (121,392)
Net assets 30,926 17,109
Equity attributable to shareholders
Share capital 16 2,242 1,917
Share premium account 16 39,458 27,080
Own shares (444) (444)
Capital redemption reserve 94 94
Hedging reserve (31) 31
Translation reserve (1,060) (831)
Retained earnings (9,333) (10,738)
Total equity 30,926 17,109
Consolidated statement of changes in equity
Share Share Own Capital Hedging Translation Retained
capital premium shares redemption reserve2 reserve3 earnings Total
reserve1
£000 £000 £000 £000 £000 £000 £000
£000
At 1 December 2023 1,917 27,080 (444) 94 (393) (868) (9,558) 17,828
Loss for the year - - - - - - (4,737) (4,737)
Other comprehensive income4 - - - - 424 37 2,912 3,373
Total comprehensive - - - - 424 37 (1,825) (1,364)
income/(expense)
Transactions with owners of
the Company:
Share-based payments - - - - - - 644 644
Share-based payments – tax - - - - - - 1 1
At 30 November 2024 1,917 27,080 (444) 94 31 (831) (10,738) 17,109
Profit for the year - - - - - - 2,194 2,194
Other comprehensive expense4 - - - - (62) (229) (1,822) (2,113)
Total comprehensive - - - - (62) (229) 372 81
(expense)/income
Transactions with owners of
the Company:
Issue of share capital 325 12,378 - - - - - 12,703
Share-based payments - - - - - - 1,005 1,005
Share-based payments – tax - - - - - - 28 28
At 30 November 2025 2,242 39,458 (444) 94 (31) (1,060) (9,333) 30,926
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
At At
Note 30 November 2025 30 November 2024
£000 £000
Profit/(loss) before tax from continuing operations 3,212 (12,117)
Loss before tax from discontinuing operations 7 - (1,160)
Finance income 4 (1,084) (851)
Finance costs 5 7,021 7,007
Profit/(loss) from operations, including discontinued 9,149 (7,121)
operations
Adjustments for:
Research and development expenditure credits (74) (61)
Amortisation and impairment of intangible assets 395 9,729
Depreciation and impairment of property, plant and equipment 3,661 5,568
Impairment of inventory and other current assets 110 261
Amortisation of contract fulfilment asset 6,516 2,470
(Gain)/loss on disposal of property, plant and equipment (4) 72
Loss on foreign exchange derivatives 252 412
Share-based payment charge 1,005 644
(Decrease)/increase in provisions (340) 189
Defined benefit pension scheme past service cost 14 - 300
Defined benefit pension scheme administration cost 14 409 27
Operating cash flows before movements in working capital 21,079 12,490
Decrease/(increase) in inventories 2,093 (1,492)
(Increase)/decrease in receivables (5,316) 10,627
Increase in contract fulfilment assets (4,757) (4,394)
Decrease in trade and other payables (2,705) (3,471)
Utilisation of provisions 13 (907) (1,912)
Cash generated from operations 9,487 11,848
Cash paid for settlement of derivative instruments (252) (288)
Defined benefit pension scheme cash contributions 14 (1,355) (4,270)
Tax (paid)/refunded (336) 1,084
Net cash generated from operating activities 7,544 8,374
Investing activities
Interest received 4 6 100
Proceeds on disposal of property, plant and equipment 4 -
Purchases of property, plant and equipment (986) (644)
Purchases of other intangible assets (8,754) (4,178)
Net cash used by investing activities (9,730) (4,722)
Financing activities
Drawdown of borrowings 14,000 8,000
Repayment of borrowings (13,000) (6,000)
Borrowing facilities arrangement and commitment fees (657) (1,040)
Interest and other finance costs paid 5 (5,463) (5,585)
Equity raise – gross proceeds 13,500 -
Equity raise – fees incurred (797) -
Payment of leasing liabilities – capital element (2,457) (3,058)
Payment of leasing liabilities – interest element 5 (403) (315)
Net cash generated from/(used by) financing activities 4,723 (7,998)
Net increase/(decrease) in cash and cash equivalents 2,537 (4,346)
Cash and cash equivalents at the beginning of the year 3,871 8,062
Effect of foreign exchange rate changes (242) 155
Cash and cash equivalents at the end of the year 6,166 3,871
Cash at bank 6,166 8,196
Bank overdraft - (4,325)
Cash and cash equivalents at the end of the year 6,166 3,871
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
6 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: Presentation and Disclosure in Financial Statements;
• IFRS 19: Subsidiaries without Public Accountability: Disclosures;
• Amendments to IAS 21: Lack of Exchangeability;
• Amendments to IFRS 9 and IFRS 7: Amendments to the Classification and Measurement of Financial
Instruments;
• Annual Improvements to IFRS Accounting Standards Volume 11; and
• Amendments to IFRS 9 and IFRS 7: Power purchase arrangements.
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
RM
RM Assessment RM Technology Corporate Services Total
Year ended 30 November 2025 TTS1
£000 £000 £000 £000
£000
Revenue
UK 50,437 19,638 46,875 - 116,950
Europe 9,555 19,839 28 - 29,422
North America 1,843 - 318 - 2,161
Asia 622 2,279 - - 2,901
Middle East 3,658 570 - - 4,228
Rest of the world 1,106 5,301 - - 6,407
67,221 47,627 47,221 - 162,069
Divisional contribution 7,387 16,594 8,359 (20,890) 11,450
Corporate cost allocation (3,199) (5,705) (4,820) 13,724 -
Adjusted profit/(loss) from operations 4,188 10,889 3,539 (7,166) 11,450
Finance income 1,084
Finance costs (7,021)
Adjusted profit before tax 5,513
Adjustments (see Note 3) (2,301)
Profit before tax 3,212
1 Included in UK are International Sales via UK Distributors of £0.6m.
RM RM Assessment RM Technology Corporate Services Total
Year ended 30 November 2024 TTS1
£000 £000 £000 £000
£000
Revenue
UK 53,691 21,787 53,870 - 129,348
Europe 11,086 10,957 82 - 22,125
North America 2,653 11 43 - 2,707
Asia 865 1,303 - - 2,168
Middle East 3,047 250 - - 3,297
Rest of the world 1,098 5,400 - - 6,498
72,440 39,708 53,995 - 166,143
Divisional contribution 8,865 14,436 9,526 (24,232) 8,595
Corporate cost allocation (3,509) (7,492) (5,976) 16,977 -
Adjusted profit/(loss) from operations 5,356 6,944 3,550 (7,255) 8,595
Finance income 851
Finance costs (7,007)
Adjusted profit before tax 2,439
Adjustments (see Note 3) (14,556)
Loss before tax (12,117)
1 Included in UK are International Sales via UK Distributors of £0.9m.
Segmental assets
RM
RM Assessment RM Technology Corporate Services Total
TTS
£000 £000 £000 £000
£000
At 30 November 2025
Segmental 37,503 31,503 11,046 29,948 110,000
Other 35,114
Total assets 145,114
RM
RM Assessment RM Technology Corporate Services Total
At 30 November 2024 TTS
£000 £000 £000 £000
£000
Segmental 40,328 20,985 8,783 30,885 100,981
Other 37,520
Total assets 138,501
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.
Year ended 30 November 2025 Year ended 30 November 2024
Continuing Discontinued Total Continuing Discontinued Total
operations operations operations operations
£000 £000
£000 £000 £000 £000
Adjustments to administrative
expenses
Amortisation of
acquisition-related intangible (a) (237) - (237) (369) - (369)
assets
Impairment of RM TTS goodwill (b) - - - (9,286) - (9,286)
Impairment reversal of RM (c) - - - - 505 505
Consortium assets
Restructuring costs (d) (1,830) - (1,830) (4,591) - (4,591)
Consortium pension costs (e) (234) - (234)
Independent business review (f) - - - (10) - (10)
related costs
Cost of GMP conversion (see Note (g) - - - (300) - (300)
14)
Total adjustments (2,301) - (2,301) (14,556) 505 (14,051)
Tax impact (see Note 6) 278 - 278 884 (126) 758
Total adjustments after tax (2,023) - (2,023) (13,672) 379 (13,293)
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:
Year ended 30 November 2025 Year ended 30 November 2024
Statutory Adjustment Adjusted Statutory Adjustment Adjusted
measure measure measure measure
£000 £000
£000 £000 £000 £000
Revenue 162,069 - 162,069 166,143 - 166,143
Profit/(loss) from operations 9,149 (2,301) 11,450 (5,961) (14,556) 8,595
Operating margin (%) 6% 7% (4)% 5%
Profit/(loss) before tax 3,212 (2,301) 5,513 (12,117) (14,556) 2,439
Tax (1,018) 278 (1,296) 8,250 884 7,366
Profit/(loss) after tax 2,194 (2,023) 4,217 (3,867) (13,672) 9,805
Profit/(loss) from operations 9,149 (2,301) 11,450 (5,961) (14,556) 8,595
Amortisation and impairment of intangible 395 237 158 9,729 9,655 74
assets
Depreciation and impairment of property, 3,770 (81) 3,851 5,237 824 4,413
plant and equipment
EBITDA 13,314 (2,145) 15,459 9,005 (4,077) 13,082
Share-based payments 1,005 - 1,005 644 - 644
EBITDA excluding share-based payments1 14,319 (2,145) 16,464 9,649 (4,077) 13,726
Earnings per share from continuing
operations (see Note 8)
Basic (Pence) 2.6 - 4.9 (4.6) - 11.8
Diluted (Pence) 2.5 - 4.9 (4.6) - 11.7
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.
Year ended 30 November 2025 Year ended 30 November 2024
Statutory Adjustment Adjusted Statutory Adjustment Adjusted
Measure measure Measure measure
£000 £000
£000 £000 £000 £000
Net cash generated from/(used by) 7,544 (2,325) 9,869 8,374 (5,242) 13,616
operating activities
Profit/(loss) from operations 9,149 (2,301) 11,450 (5,961) (14,556) 8,595
Cash conversion 82% 86% (140)% 158%
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.
2025 2024
Note
£000 £000
Bank loan 58,000 57,000
Less capitalised fees (1,258) (1,476)
Borrowings 15 56,742 55,524
Add: bank overdraft - 4,325
Less: cash and cash equivalents (6,166) (8,196)
Adjusted net debt 50,576 51,653
4. Finance income
Year ended Year ended
Note 30 November 2025 30 November 2024
£000 £000
Bank interest 6 18
Other finance income - 86
Total income from financial assets measured at amortised cost 6 104
Net investment income on defined benefit pension schemes 14 1,078 747
1,084 851
5. Finance costs
Year ended Year ended
Note 30 November 2025 30 November 2024
£000 £000
Borrowing facilities arrangement fees and commitment fees 875 1,209
Unwinding of discount on provisions 13 58 78
Foreign exchange losses 222 187
Interest on lease of liabilities 403 315
Interest on bank loans and overdrafts 5,463 5,218
7,021 7,007
6. Tax
Analysis of tax charge/(credit) in the Consolidated Income Statement
Year ended Year ended
30 November 2025 30 November 2024
£000 £000
Current taxation
UK corporation tax 75 71
Adjustment in respect of prior years (55) 58
Foreign tax 618 487
Total current tax charge 638 616
Deferred taxation
Temporary differences 352 (9,218)
Adjustment in respect of prior years 42 48
Overseas tax (14) 14
Total deferred tax charge/(credit) 380 (9,156)
Total Consolidated Income Statement tax charge/(credit) 1,018 (8,540)
Included in continuing operations 1,018 (8,250)
Included in discontinued operations - (290)
1,018 (8,540)
Analysis of tax (credit)/charge in the Consolidated Statement of Comprehensive Income
Year ended Year ended
30 November 2025 30 November 2024
£000 £000
Deferred tax
Defined benefit pension scheme movements (607) 848
Total Consolidated Statement of Comprehensive Income tax (607) 848
(credit)/charge
Analysis of tax credit in the Consolidated Statement of Changes in Equity
Year ended Year ended
30 November 2025 30 November 2024
£000 £000
Deferred tax
Defined benefit pension scheme movements (28) (1)
Total Consolidated Statement of Changes in Equity tax credit (28) (1)
Reconciliation of Consolidated Income Statement tax charge
Year ended 30 November 2025
Continuing operations Discontinued operations Total
Adjusted Adjustment Total Adjusted Adjustment Total
£000
£000 £000 £000 £000 £000 £000
Profit on ordinary activities before tax 5,513 (2,301) 3,212 - - - 3,212
Tax at 25% thereon: 1,378 (575) 803 - - - 803
Effects of:
Expenses not deductible for tax purposes 417 322 739 - - - 739
Non-taxable income (4) - (4) - - - (4)
Other temporary timing differences: UK (365) - (365) - - - (365)
Other temporary timing differences: overseas (239) (25) (264) - - - (264)
Effect of (profits)/losses in various 58 - 58 - - - 58
overseas tax jurisdictions
Prior period adjustments: UK 28 - 28 - - - 28
Prior period adjustments: overseas (41) - (41) - - - (41)
Other 64 - 64 - - - 64
Tax charge/(credit) in the Consolidated 1,296 (278) 1,018 - - - 1,018
Income Statement
The tax impact on the adjustments set out in Note 3 is as follows:
Charge Tax credit
£000 £000
Amortisation of acquisition-related intangible assets (237) (84)
Restructuring costs (1,830) (135)
Consortium pension costs (234) (59)
(2,301) (278)
Year ended 30 November 2024
Continuing operations Discontinued operations Total
Adjusted Adjustment Total Adjusted Adjustment Total
£000
£000 £000 £000 £000 £000 £000
Loss on ordinary activities before 2,439 (14,556) (12,117) (1,665) 505 (1,160) (13,277)
tax
Tax at 25% thereon: 610 (3,640) (3,030) (416) 126 (290) (3,320)
Effects of:
Expenses not deductible for tax 323 2,714 3,037 - - - 3,037
purposes
Non-taxable income (4) - (4) - - - (4)
Other temporary timing differences: (146) (6) (152) - - - (152)
UK
Other temporary timing differences: 564 58 622 - - - 622
overseas
Effect of (profits)/losses in (59) (10) (69) - - - (69)
various overseas tax jurisdictions
Previously unrecognised deferred tax (9,032) - (9,032) - - - (9,032)
now recognised
Prior period adjustments: UK 176 - 176 - - - 176
Prior period adjustments: overseas (60) - (60) - - - (60)
Other 262 - 262 - - - 262
Tax (credit)/charge in the (7,366) (884) (8,250) (416) 126 (290) (8,540)
Consolidated Income Statement
The tax impact on the adjustments set out in Note 3 is as follows:
Continuing operations Discontinued operations
Charge Tax credit Income Tax charge
£000 £000 £000 £000
Amortisation of acquisition-related intangible assets (369) (92) - -
Impairment of RM TTS goodwill (9,286) - - -
Impairment reversal of RM Consortium assets - - 505 126
Restructuring costs (4,591) (715) - -
Independent business review related costs (10) (2) - -
Cost of GMP conversion (300) (75) - -
(14,556) (884) 505 126
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:
Accelerated Defined-benefit Share-based Short-term Acquisition-related
depreciation pension scheme payments timing Losses intangible assets Total
obligation differences
£000 £000 £000 £000 £000
£000 £000
At 1 December 609 (2,958) 86 166 2,734 (467) 170
2023
Credit/(charge) 10 (1,196) 62 (63) 10,224 119 9,156
to income
Charge to other
comprehensive - (848) - - - - (848)
income
Credit to - - 1 - - - 1
equity
At 30 November 619 (5,002) 149 103 12,958 (348) 8,479
2024
Transfer
between - - - 1,730 (1,730) - -
categories1
(Charge)/credit (235) (507) 214 1,303 (1,239) 84 (380)
to income
Credit to other
comprehensive - 607 - - - - 607
income
Credit to - - 28 - - - 28
equity
At 30 November 384 (4,902) 391 3,136 9,989 (264) 8,734
2025
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:
2025 2024
£000 £000
Deferred tax assets 8,734 8,479
At 30 November 8,734 8,479
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
RM Consortium Total
Year ended 30 November 2024
£000 £000
Revenue 996 996
Cost of sales (1,212) (1,212)
Gross loss (216) (216)
Operating expenses (1,449) (1,449)
Impairment write-backs 505 505
Loss before tax (1,160) (1,160)
Tax 290 290
Loss for the year from discontinued operations1 (870) (870)
1 Attributable to owners of the parent company.
Cash flows from discontinued operations
Year ended Year ended
30 November 2025 30 November 2024
£000 £000
Net cash used in operating activities - (419)
Net cash used in investing activities - -
Net cash used in financing activities - -
- (419)
8. Earnings per share
Year ended Year ended
30 November 2025 30 November 2024
Number ‘000 Number ‘000
Weighted average number of shares in issue 85,281 83,256
Potentially dilutive shares (weighted average) 1,092 213
Diluted number of shares (weighted average) 86,373 83,469
Year ended 30 November 2025 Year ended 30 November 2024
Adjusted Adjustments Total Adjusted Adjustments Total
£000 £000 £000 £000 £000 £000
Profit/(loss) for the year
Continuing operations 4,217 (2,023) 2,194 9,805 (13,672) (3,867)
Discontinued operations - - - (1,249) 379 (870)
Total 4,217 (2,023) 2,194 8,556 (13,293) (4,737)
Adjusted Total Adjusted Total
Pence Pence Pence Pence
Basic earnings per share
Continuing operations 4.9 2.6 11.8 (4.6)
Discontinued operations - - (1.5) (1.1)
Total 4.9 2.6 10.3 (5.7)
Diluted earnings per share
Continuing operations 4.9 2.5 11.7 (4.6)
Discontinued operations - - (1.5) (1.1)
Total 4.9 2.5 10.2 (5.7)
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
£000
Cost
At 1 December 2023 58,807
Foreign currency translation (80)
At 30 November 2024 58,727
Foreign currency translation (136)
At 30 November 2025 58,591
Accumulated impairment
At 1 December 2023 20,269
Impairment charge 9,286
At 30 November 2024 29,555
At 30 November 2025 29,555
Carrying amount
At 30 November 2025 29,036
At 30 November 2024 29,172
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.
2025 2024
Year ended 30 Pre-tax Headroom/ Year ended 30 Pre-tax Headroom/
November discount rate (impairment) November discount rate (impairment)
£000 % £000 £000 % £000
RM TTS 22,347 14.2% 9,515 22,347 14.6% (9,286)
RM Assessment 6,689 13.2% 87,486 6,825 14.5% 112,219
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:
RM TTS RM Assessment
Pre-tax discount rate 14.2% 13.2%
Long-term growth rate 2.3% 1.8%
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 RM Assessment
Pre-tax discount rate 14.6% 14.5%
Long-term growth rate 2.2% 2.2%
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
2025 2024
£000 £000
Current assets
Financial assets
Trade receivables 13,481 12,045
Other receivables 744 766
Derivative financial assets - 22
Accrued income from customer contracts 7,585 3,563
21,810 16,396
Non-financial assets
Prepayments 4,240 5,327
26,050 21,723
Non-current assets
Financial assets
Other receivables 353 245
Total non-current assets 353 245
Total trade and other receivables 26,403 21,968
Currency profile of receivables
Pounds sterling 20,372 18,279
US dollar 4,286 2,099
Australian dollar 54 150
Euro 101 34
Indian rupee 523 642
Singapore dollar 748 415
Other 319 349
26,403 21,968
12. Trade and other payables
2025 2024
£000 £000
Current liabilities
Financial liabilities
Trade payables 17,672 13,748
Lease liabilities 1,972 2,152
Other payables 3,894 3,224
Derivative financial instruments 40 -
Accruals 6,302 7,340
29,880 26,464
Non-financial liabilities
Other taxation and social security 2,676 3,206
Deferred income from customer contracts 9,339 12,227
41,895 41,897
Non-current liabilities
Financial liabilities
Lease liabilities
– due after one year but within two years 1,964 1,676
– due after two years but within five years 5,108 3,849
– after five years 6,321 7,291
13,393 12,816
Non-financial liabilities
Deferred income from customer contracts
– due after one year but within two years 141 1,447
– due after two years but within five years 24 2,138
13,558 16,401
55,453 58,298
13. Provisions
Dilapidations Employee-related Contract risk Total
restructuring provisions
£000 £000
£000 £000
At 1 December 2023 2,292 816 1,634 4,742
Increase in provisions 876 81 - 957
Utilisation of provisions (287) (740) (885) (1,912)
Release of provisions (323) (76) (251) (650)
Unwinding of discount on 78 - - 78
provisions
At 30 November 2024 2,636 81 498 3,215
Increase in provisions 65 50 15 130
Utilisation of provisions (436) (101) (370) (907)
Remeasurement of provisions (63) - - (63)
Release of provisions (424) - (46) (470)
Unwinding of discount on 58 - - 58
provisions
At 30 November 2025 1,836 30 97 1,963
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
2025 2024
£000 £000
Current liabilities 1,154 1,972
Non-current liabilities 809 1,243
1,963 3,215
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
Year ended Year ended
Note 30 November 2025 30 November 2024
£000 £000
Past service cost (see Note 3) - (300)
Administrative expenses (409) (27)
Operating expense (409) (327)
Interest cost (8,876) (8,763)
Interest on scheme assets 9,954 9,510
Net interest income 4 1,078 747
Income recognised in the Income Statement 669 420
Effect of changes in demographic assumptions (366) 354
Effect of changes in financial assumptions 13,134 (73)
Effect of experience adjustments (2,419) 1,673
Total actuarial gains 10,349 1,954
Return on scheme assets excluding interest on scheme assets (12,778) 1,439
Reversal of historical payment accrual - 367
(Expense)/income recognised in the Statement of Comprehensive (2,429) 3,760
Income
Reconciliation of the scheme assets and obligations through the year
RM CARE Local Government
Platinum Scheme Pension Schemes Total
Scheme Scheme1
£000 £000 £000
£000 £000
Assets:
At 1 December 2023 170,546 12,665 1,874 - 185,085
Interest on scheme assets 8,748 666 96 - 9,510
Return on scheme assets, excluding 1,064 391 (16) - 1,439
interest on scheme assets
Administrative expenses - - (27) - (27)
Contributions from Group 3,027 1,215 28 - 4,270
Benefits paid (4,405) (657) (18) - (5,080)
At 30 November 2024 178,980 14,280 1,937 - 195,197
Interest on scheme assets 9,131 724 99 - 9,954
Return on scheme assets, excluding (11,841) (813) (124) - (12,778)
interest on scheme assets
Administrative expenses (298) (80) (31) - (409)
Contributions from Group 707 619 29 - 1,355
Benefits paid (4,913) (715) (19) - (5,647)
At 30 November 2025 171,766 14,015 1,891 - 187,672
Obligations:
At 1 December 2023 (158,387) (13,046) (1,237) (30) (172,700)
Past service cost (300) - - - (300)
Interest cost (8,045) (655) (63) - (8,763)
Actuarial gains/(losses) 2,064 (129) 19 - 1,954
Benefits paid 4,405 657 18 - 5,080
At 30 November 2024 (160,263) (13,173) (1,263) (30) (174,729)
Interest cost (8,157) (654) (65) - (8,876)
Actuarial gains 9,490 685 174 - 10,349
Benefits paid 4,913 715 19 - 5,647
At 30 November 2025 (154,017) (12,427) (1,135) (30) (167,609)
Net pension surplus/(deficit)
At 30 November 2025
Pension deficit - - - (30) (30)
Pension surplus 17,749 1,588 756 - 20,093
Net pension surplus/(deficit) 17,749 1,588 756 (30) 20,063
At 30 November 2024
Pension deficit - - - (30) (30)
Pension surplus 18,717 1,107 674 - 20,498
Net pension surplus/(deficit) 18,717 1,107 674 (30) 20,468
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
Year ended Year ended
30 November 2025 30 November 2024
£000 £000
Net pension surplus at 1 December 20,468 12,385
Past service cost - (300)
Net interest income included in the Income Statement 1,078 747
Administrative expenses included in the Income Statement (409) (27)
Scheme remeasurements included in the Statement of Comprehensive (2,429) 3,393
Income1
Cash contribution 1,355 4,270
Net pension surplus at 30 November 20,063 20,468
1 The prior year figure of £3,393,000 excludes a historical adjustment of £367,000.
Obligation by participant status
At At
30 November 2025 30 November 2024
£000 £000
Vested deferreds 120,511 124,879
Retirees 47,068 49,820
Local Government Pension Schemes obligations 30 30
167,609 174,729
Value of scheme assets
At At
Fair value hierarchy 30 November 2025 30 November 2024
£000 £000
Cash and cash equivalents, including escrow Level 1 1,882 1,408
Equity instruments Level 2 42,136 68,206
Equity instruments – pooled investment vehicle Level 3 1,342 2,132
Debt instruments Level 2 1,891 2,019
Liability driven investments Level 2 124,198 104,415
Insurance contract Level 3 16,223 17,017
187,672 195,197
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
Year ended Year ended
30 November 2025 30 November 2024
Discount rate (RM Scheme) 5.55% 5.15%
Discount rate (CARE Scheme) 5.45% 5.10%
Discount rate (Platinum Scheme) 5.60% 5.15%
Rate of RPI price inflation (RM 2.85% 3.10%
Scheme)
Rate of RPI price inflation (CARE 2.85% 3.15%
Scheme)
Rate of RPI price inflation 2.85% 3.05%
(Platinum Scheme)
Rate of CPI price inflation – 2.05% 2.20%
period before 1 January 2030
Rate of CPI price inflation – 2.90% 3.10%
period after 1 January 2030
Rate of pensions increases based 2.75% 2.90%
on RPI with 5% cap (RM Scheme)
Rate of pensions increases based 2.75% 2.95%
on RPI with 5% cap (CARE Scheme)
Rate of pensions increases based 1.90% 1.95%
on RPI with 2.5% cap
Mortality base table (RM and CARE S4PA S4PA
Schemes)
Mortality base table (Platinum S3PA S3PA
Scheme)
CMI 2024 with 1.00%
long-term CMI 2023 with 1.00%
Future longevity improvements long-term improvement, 2020 and 2021
improvement, COVID weight parameters of 0%, 2022 and 2023
of 100%
half-life parameter of 0.51
Weighted average duration of 16 years 16 years
defined benefit obligation
Assumed life expectancy on
retirement at age 65 for the RM
scheme:
Retiring at the accounting date 21.1 20.7
(male member aged 65)
Retiring 20 years after the
accounting date (male member aged 22.0 21.6
45)
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
Year ended Year ended
30 November 2025 30 November 2024
Expected employer contributions for the following year ended 30 - 1,907
November
Expected total benefit payments
Year 1 5,788 5,208
Year 2 5,953 5,359
Year 3 6,122 5,514
Year 4 6,297 5,674
Year 5 6,476 5,839
Years 6 – 10 35,256 31,835
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
2025 2024
£000 £000
Bank loan 58,000 57,000
Less capitalised fees (1,258) (1,476)
Borrowings 56,742 55,524
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 shares of 22/7p
Share capital Share premium
Number 000 £000 £000
Authorised, allotted, called-up and fully paid:
At 1 December 2023 and 30 November 2024 83,875 1,917 27,080
Issued in the year 14,211 325 12,378
At 30 November 2025 98,086 2,242 39,458
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.
══════════════════════════════════════════════════════════════════════════════════════════════════════
7 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.
8 2 Source: Technavio
══════════════════════════════════════════════════════════════════════════════════════════════════════
Dissemination of a Regulatory Announcement that contains inside information in accordance with the
Market Abuse Regulation (MAR), transmitted by 9 EQS Group.
The issuer is solely responsible for the content of this announcement.
View original content: 10 EQS News
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ISIN: GB00BJT0FF39
Category Code: FR
TIDM: RM.
LEI Code: 2138005RKUCIEKLXWM61
Sequence No.: 420017
EQS News ID: 2286008
End of Announcement EQS News Service
══════════════════════════════════════════════════════════════════════════
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