Building
momentum
Annual report and financial statements
for the year ended 30 November 2025
Overview
Overview
Highlights of the year
02
RM at a glance
04
Building Momentum
06
Spotlight on Assessment
08
Our purpose, vision and work
12
A strong culture in action
13
Strategic Report
Chair’s statement
16
Chief Executive’s statement
18
Our strategy
22
Market overview
24
Our business model
26
Key performance indicators
28
Investment case
32
Chief Financial Officer’s statement
34
Managing the Company’s risks
40
Emerging risks
41
Principal risks and uncertainties
42
Financial viability statement
46
Sustainability Report
49
Task Force on Climate-related Financial Disclosures
54
Environmental metrics
60
Our people
66
Workforce
67
Governance
68
Non-financial and sustainability information
72
Section 172 statement
73
Corporate governance
Board of Directors
78
Governance at a glance
80
Corporate Governance Report
81
Nomination Committee Report
90
Audit and Risk Committee Report
94
Remuneration Committee Report
102
ESG Committee Report
114
Directors’ Report
116
Statement of Directors’ responsibilities
120
Directors’ duties statement
121
Financial statements
Independent Auditor’s Report
124
Consolidated financial statements
132
Company financial statements
137
Notes to the financial statements
139
Shareholder information
186
Company information
187
Inside this report
RM is building
momentum
Read more on pages 04 to 05
Our performance demonstrates
the strategic momentum building
across the Company
*
.
We have continued to invest in the development of
RM Ava, our adaptive virtual accreditation platform.
This year’s examination sessions were our most
successful yet, evidencing our ability to take advantage
of the huge opportunity in the global education
technology (EdTech) market.
Our talented and dedicated people have driven
operational efficiencies and process improvements
in key areas such as customer delivery, project
management, and financial controls. Securing £13.5m
gross cash from supportive shareholders through an
equity raise is allowing us to accelerate our strategy
execution, setting us up for success while continuing
to allows us to improve the lives of learners.
About us
RM plc (RM) is a global
EdTech, digital learning, and
assessment solution provider.
We are globally recognised as an EdTech
leader, supporting the full learning
lifecycle, from early years through to higher
education and professional qualifications.
*Company refers to RM plc and all subsidiaries
throughout the report.
RM plc
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Annual report and financial statements 2025
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dw
Highlights
of the year
Transformation
• Adjusted EBITDA (earnings before interest, tax,
depreciation and amortisation, and excluding share
based payments) has increased by 19.9% to £16.5m.
•
A higher proportion of total revenue is attributable to our
higher margin core Assessment division.
Strategy
• The substantial contracted order book 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 maintain strategic customers.
•
The introduction of our AI marking tool was well received
with a number of proof of Concepts having been secured.
Assessment contracted order book
Adjusted EBITDA
2
Our vision is to enable the improvement of educational outcomes around the
world, and our strategy is building momentum.
By developing RM Ava (previously known as the Global Accreditation Platform), strengthening our go-to-market
capabilities, and focusing on providing a brilliant experience for accreditors, educators, and learners, we are making
great strides towards that vision.
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.
Mark Cook,
Chief Executive
2025
2024
2023
£16.5m
£13.7m
£6.6m
2025
2024
2023
£95.5m
£95.7m
£40.8m
RM plc
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Annual report and financial statements 2025
02
Profit
•
Profit before tax is £3.2m marking the first reported
statutory profit since FY21, reinforcing RM’s upward
trajectory in generating profitability.
Platform revenue
•
Invested a further £6m during the year in the
development of our strategic RM Ava platform, which
will drive future growth.
• RM’s higher margin core Assessment division has
achieved 19.9% revenue growth with digital platform
revenue up by 17.3% versus FY24.
Statutory profit before tax
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 operations
1
-
(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 measures
2
:
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 debt
3
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 before tax and adjusted diluted EPS are Alternative Performance Measures, stated after
adjusting items (see Note 6) 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 6). 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 25).
Overview
Strategic Report
Corporate governance
Financial statements
2025
2024
2023
£3.2m
-£12.1m
-£41.2m
2025
2024
17.3%
12.0%
Digital Platform revenue
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Annual report and financial statements 2025
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Overview
Strategic Report
Corporate governance
Financial statements
... and where they are located
USA
South America
Canada
UK
Caribbean
Nigeria
Sweden
Italy
Slovenia
Poland
Lithuania
South Africa
Israel
Middle East
Pakistan
India
China
Singapore
Australia
New Zealand
Ireland
France
Spain
Ghana
Customer locations
Global EdTech
market growth
projections
Source: Technavio EdTech
Market Report
Our customers ...
Learners
We help learners
globally through their
entire education
journey from early
years through to
higher education
and professional
qualifications.
Educators
Our managed services
and solutions help
schools, multi-
academy trusts, and
global departments
of education provide
better learning
outcomes.
Accreditors
We help accreditors
provide unbiased and
secure assessment,
marking, and results
by utilising our RM Ava
platform and AI driven
solutions.
$170.8bn USD
Incremental Growth
between 2024 - 2029
We partner with educators, exam boards, professional organisations, and governments
globally, transforming education for the digital age.
From our early days of building computers and providing internet for schools, today RM is a globally recognised EdTech company
that designs, builds, and delivers a large proportion of our own unique intellectual property (IP) to a global customer base through our
assessment and marking platform, curriculum-based resources, and technologies for school computing, networking, and security filtering.
Together with our customers, we are enriching the lives of learners worldwide.
RM at
a glance
RM plc
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Annual report and financial statements 2025
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Overview
Strategic Report
Corporate governance
Financial statements
Our operating
divisions
Our operations span three divisions
supported by a corporate services function.
This year we highlighted our intention to deliver the
legal and operational separation of divisions that will
help facilitate disposals and unlock future savings. This
work is progressing. RM Assessment, which develops
and owns RM Ava and other assessment solutions,
continues to be core to our strategy and growth.
RM Technology provides technology and supporting
services to learning institutions across the UK. RM TTS
(Technical Teaching Solutions) designs and owns our
proprietary products for schools.
Assessment
A global partner in platform delivery
of digital assessment and exam
marking solutions for accreditors,
educators, and learners.
TTS
A developer and supplier of award-
winning innovative curriculum
aligned learning resources.
Technology
A provider of IT managed services
and value-added IT reseller
solutions to schools, authorities,
and trusts.
Revenue
£47.6m
(2024: £39.7m)
Adjusted operating profit margin
22.9%
(2024: 17.5%)
Revenue
£67.3m
(2024: £72.4m)
Adjusted operating profit margin
6.2%
(2024: 7.4%)
Revenue
£47.2m
(2024: £54.0m)
Adjusted operating profit margin
7.5%
(2024: 6.6%)
Adjusted EBITDA 2025: £16.5m
(2024: £13.7m)
Our competitive
advantage
•
A deep understanding of the curriculum and how to
assess it;
• A proven versatile platform with ability to support
assessments from paper to hybrid or fully digital exams;
•
An agile operating model that can adapt to meet the needs
of our customers as technology and our market evolves;
• Longstanding relationships with major global accreditors
and associated recurring revenues; and
• RM intellectual property, products, services, and solutions
that are needed and valued by accreditors, educators, and
learners at all stages of the education life cycle.
Adjusted EBITDA is an alternative performance measure and
is defined in Note 6 to the financial statements. Adjusted
EBITDA has been redefined to exclude share-based payment
charges on the basis it is a non-cash item and comparatives
have been restated.
RM plc
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Annual report and financial statements 2025
rm.com
05
RM Assessment
Helping to deliver a brilliant candidate experience is at the
heart of everything we do. Another strong year of contract
renewals, with a 99% contract renewal rate (FY24: 99%),
shows we are getting this right. We were pleased to sign a
new 5-year e-marking contract with ACCA, building on our
18-year partnership.
Further evidence of our brilliant candidate experience and
partnership building is our contracted order book, which is
now sitting at £95.5m.
The division’s operational performance reinforces that
picture. More than 113 million images were scanned
(FY24: 107 million), and over 20 million exams marked on
our platforms in FY25. At peak, 4300 exam markers were
working on our platform in a single day.
We were delighted to sign an initial three-year contract
with a new client, Trinity College London (Trinity). Our
digital e-marking platform will be used to assess thousands
of Trinity’s music and drama performance exams entirely
online. Examiners will securely view and mark candidate
performance videos through our platform – a major step
forward in transforming how these qualifications are
assessed. Read more on page 11.
RM Technology
RM Technology secured a 7-year managed services
contract extension with South Lanarkshire Council (SLC).
This contract builds on a 25-year partnership, ensuring
SLC’s schools have reliable, cost-effective, and future-proof
technology infrastructure to support excellent teaching and
learning.
We were proud to confirm the extension of our strategic
partnership with Education Scotland to deliver GLOW,
Scotland’s national digital learning platform. The extension
continues two decades of successful collaboration,
supports over 500,000 users, and reflects the platform’s
central role in Scottish Education. In addition, we’re
delighted to continue our relationship with Brooke Weston
Trust who renewed their contract with us for 5 years.
RM Ava
The most exciting milestone achieved in FY25 was the
launch of RM Ava, our adaptive virtual accreditation
platform. RM Ava marks a major step forward in our
Assessment focused growth strategy. It brings our existing
assessment tools together on a single-sign-on, cloud-based
platform that supports the full assessment lifecycle, from
content creation and secure online learner testing, through
to optional AI-driven marking and feedback. This addresses
a key customer need, as a single platform that spans the full
assessment lifecycle is key to adoption for many customers.
Read more on pages 8 to 11.
Learning Resources
RM TTS launched the parental special educational needs
and disabilities (SEND) range this year. Our resources make
a clear impact in schools, so we created a line for families
to use at home, and it is gaining early traction.
Also new this year, Eggcellent Maths was shortlisted for
BETT’s Primary Digital Learning Product of the Year for
numeracy and maths. BETT is a leading, global EdTech
event, and the nomination recognises the strength of our
resources in enriching teaching and improving learning
outcomes.
Building
momentum
We are positioning ourselves to capture the major market opportunity in digital assessment
and marking, strengthening our financial position and setting our business up for sustainable
long-term growth. That growth will help us keep improving educational outcomes around
the world.
We are entering our next chapter with clear intent. We will build on what we do well; pursue
the opportunity in front of us; and make our organisation simpler and faster. The progress
made in FY25 has created momentum that will carry the transformation into this next chapter.
We are proud of the fact that every product we launch,
every classroom we equip, and every assessment we enable
has real impact. RM is a long-established EdTech business,
with a strong social purpose - to enrich the lives of learners -
and we are transforming the business for what comes next.
Moving our products, solutions, and
services forward
Developing trusted partnerships with
customers
RM plc
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Annual report and financial statements 2025
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Equity raise
An equity raise in Q4 2025 brought £13.5m gross cash
into the business to support the transformation. The raise
was significantly oversubscribed, with all major existing
shareholders participating signalling confidence in the
strategy. This puts us in a strong position to accelerate
our strategy as we move into FY26.
International growth
We have seen continued progress in our international
expansion and growth strategy in the Middle East -
supported by our new office in Dubai, which is proving
to be a platform for growth in the region.
Improved revenue mix
A greater proportion of our revenue is now coming from
the assessment platform in line with our strategy. Our
platform revenue growth was 17.3% (FY24: 12.0%).
Divestment of non-core assets
We are progressing the divestment of non-core assets,
supported by the programme to separate our divisions.
Driving strategy execution across
our business
Continuing refinement of our
operations, capabilities, and culture
Powering
digital education.
Improving
learning outcomes.
Changing
futures.
Operations
Throughout the year we strengthened our senior
leadership team by reshaping roles and responsibilities, and
maximising the benefit of the broad range of strengths,
experience, and expertise within the team. We continued
to refine our organisation structure and reporting lines to
drive operational improvements. At the same time, we
strengthened our go-to-market teams.
The work around the separation of our divisions has
commenced with the discovery phase and planning in
progress. In parallel we have maintained a focus on cost
saving activities, achieving further savings with more
identified as part of the separation and simplification of the
Company.
Employee engagement survey
We are delighted to see our people support these initiatives
and our strategy. While all change has the potential to
destabilise, we have seen a 4% increase in our people
engagement score, now at 69%, and our natural attrition
has fallen 2% at 13% (FY24: 15%).
Read more on pages 22 to 23
Overview
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Corporate governance
Financial statements
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Annual report and financial statements 2025
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The beginning
RM’s journey into digital assessment began more than twenty years ago with
the launch of our first on-screen marking capability. Since then, we have
continuously evolved, building our capabilities across e-marking and e-testing
and becoming a global partner for accreditors and educators.
Everything we build is anchored in one idea: that the assessment experience should work better for more candidates.
So, our focus is on making assessment more relevant and more adaptable, giving every learner the chance to show
what they can do.
Our aim is clear. We want to become the world-class platform for learner assessment, helping customers move
confidently from paper to hybrid or fully digital assessment while improving the candidate experience.
A new era in assessment
In FY25, we launched RM Ava, our adaptive virtual
accreditation platform, the next major step towards that
aim. RM Ava brings our suite of existing assessment tools
together, alongside new modules we are developing, into
a single sign-on platform. That platform will support the full
assessment cycle, from content creation and secure online
testing, through to AI-driven marking and feedback.
It will support all types of qualifications, from high-stakes school exams such as GCSEs and A Levels to professional certifications
including accounting and technical assessments. Whatever is being assessed and however many candidates are involved, RM Ava will
make the process accessible, secure and reliable.
Having everything in one platform matters. Customers moving to digital assessment at scale need a solution that can grow with them.
RM Ava is being built to scale rapidly and to reach learners wherever they are in the world. It is also being designed for continuous
innovation so new features can be added more easily as new customer needs and technology evolve.
Most importantly, it will lay the foundation for a brilliant candidate experience, enabling a more seamless and personalised assessment
process that helps each learner perform at their best.
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Annual report and financial statements 2025
08
Spotlight
on Assessment
Building RM Ava
Building RM Ava involves bringing our existing tools and
new modules together into one platform. Several new
modules are already live and in use by our customers,
and the full build will complete in 2027. By then, all
current tools and customers will have migrated onto RM
Ava, giving them access to an end-to-end assessment
solution, new features and a stream of innovation as new
technologies emerge.
Every feature we deliver is shaped by five development
priorities that matter most to us, to customers and to
learners:
Candidate
Experience
Reliability
Security
Accessibility
Scalability
Behind all of this are our product design and
development teams, whose empathy and education
knowledge are shaping assessment experiences that
really resonate with learners.
Launched this year
Learner portal
New in FY25 is the Learner portal module within RM Ava. The
Learner portal is where candidates will be able to log in to see
upcoming exams, access content relevant to their assessments, sit
tests and view their results and feedback. It becomes their simple
entry point for everything connected to their assessment.
Also launched in 2025 was RM Echo, our malpractice module
which helps assessors verify the originality of written work. The
new module uses data science techniques, including natural
language processing, to support checks on authenticity. It also has
wider applications, from assessing how accurately learners have
quoted from source texts, to evaluating the accuracy of translated
materials.
AI marking Proof of Concepts (PoC)
Another area of development is our AI marking PoCs, which gives
customers the opportunity to run pilots to explore how AI marking
compares with human markers. We are working with customers
to test AI marking across a broad range of subjects in any
combination they want to review. This includes double marking,
where the same script is marked by AI and a human to compare
outcomes, double marking only at the grade boundaries, to AI
marking alone. The platform allows customers to choose the level
of AI involvement they are most comfortable with.
The ultimate candidate experience
With RM Ava, we are giving customers a world-leading route from
paper to hybrid or fully digital assessment. It is making assessment
more relevant, adaptable and accessible so every learner can be
recognised for what they can do. And the promise behind it all: a
truly brilliant candidate experience.
Overview
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Corporate governance
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Overview
Strategic Report
Corporate governance
Financial statements
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Annual report and financial statements 2025
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09
Spotlight
on Assessment
continued
The RM Ava experience
Everything in one place:
create, deliver and feedback on all types of
assessments within a single platform.
Flexible by design:
supports digital, paper and blended assessment,
to match where our customers are on their
journey to digital.
Modular and scalable:
works for small pilots through to global
assessment rollouts, with a choice of features
and functionality.
Built for better outcomes:
enables fairer, more accurate and personalised
assessment that gives learners the chance to
show what they can do.
The brilliant candidate experience:
from richer more authentic content to
meaningful, timely feedback, RM Ava puts the
learner experience first.
RM plc
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Annual report and financial statements 2025
10
For over 150 years, Trinity College London has strived to
transform lives through communication and performance,
and our portfolio of innovative qualifications sets the
standard in assessment excellence. The spirit of quality and
integrity drives our ambition to continue modernising and
enhancing the assessment experience of our candidates
and examiners, offering greater flexibility and choice while
maintaining the rigorous and trusted standards that define
Trinity. This collaboration with RM reflects our commitment to
combining technology with educational integrity - ensuring
every candidate enjoys a secure, seamless, and world-class
assessment and qualification journey.
Erez Tocker,
Chief Executive Officer, Trinity College London
A new kind of assessment
We are collaborating with a new client, Trinity College
London, to deliver a digital assessment experience
that needs a different kind of approach.
Trinity College London is an internationally
recognised awarding organisation for music, drama
and English language qualifications. They started
working with us in 2025 to assess their music and
drama exams, enabling examiners to mark thousands
of video performances online from candidates in
more than 70 countries. These subjects need a
more nuanced assessment approach than structured
subjects such as maths or geography, showing
our platform’s ability to support a wide range of
qualifications and formats. We are honoured to help
Trinity shape a modern and seamless assessment
experience for their creative candidates.
Overview
Strategic Report
Corporate governance
Financial statements
Overview
Strategic Report
Corporate governance
Financial statements
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Annual report and financial statements 2025
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11
RM partners with educators and accrediting
bodies globally, transforming education
for the digital age. We are empowering
customers to embrace digital learning,
assessment and marking, ensuring impactful
teaching, accurate assessment and fair
accreditation.
Fairness
Access and opportunity for
all learners, regardless of
background or age.
Effectiveness
Learning that is engaging
and relevant - whether you
are at school or getting a
qualification as an adult.
Recognition
Assessments that are more
relevant and adaptable -
so every learner can be
recognised for what they
can do.
From our early days of building computers and providing internet
for schools, today RM is a globally recognised EdTech company
that designs, builds and delivers a suite of products, most of which
are our own unique IP, to a global customer base through our
curriculum-based resources, marking and assessment platforms
and technologies for computing, networking and security filtering.
Together with our customers, we are enriching the lives of
learners worldwide and shaping the future of education.
Our purpose
Enriching the lives of learners.
Our purpose is our reason for being.
Learning should be a right, not a privilege. We’re helping
education evolve by supporting the shift from traditional
approaches to smarter digital solutions, and by providing
learning resources that inspire a lifelong love of learning.
We believe education should be accessible, inclusive and
fair for everyone. Because when education works for more
people, the future gets better for all of us.
Our vision
To enable the improvement of
educational outcomes around
the world.
Our work focuses on two priorities:
• Improving learning – through
world-leading assessment
solutions, high-quality resources,
and education-focused IT.
• Reducing inequality – by widening
access to better learning and
digitising outdated systems, which
can be unfair or exclusionary.
Our work
We’ve become a trusted long-term partner to world-
leading customers, recognised for reliable delivery, deep
education expertise, and forward-looking innovative
solutions that deliver better learning outcomes.
While our three divisions offer different products and
services, everything is focused on one purpose: to enrich
the lives of learners.
Assessment
We give customers the confidence to move from paper to
hybrid or fully digital assessment and marking on a world-
leading platform. It makes assessment more relevant and
adaptable, so every learner can be recognised for what
they can do. That is how we stand out and change lives.
TTS
We work side-by-side with trusted educational experts
to ensure our resources are suitable for the modern
classroom. With 40 years of experience and a reputation of
supporting teachers to get better results, we are proud of
the role we play in inspiring a life-long love of learning.
Technology
We know the education sector inside out and provide
IT products and services that really meet the needs of
schools. That sector insight makes us a trusted partner
for education and helps us create dynamic, inclusive, and
secure learning environments where learners can thrive.
Our purpose,
vision, and work
RM plc
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Annual report and financial statements 2025
12
A strong
culture in action
Overview
Strategic Report
Corporate governance
Financial statements
Since 2021, RM’s culture has been underpinned by a set of five behaviours, which
have inspired our choices and performance.
Consider it done
We hold ourselves accountable, as individuals and as a
company, for delivering on our promises. We can be relied
upon to get the job done for our customers.
Make it simple
We make complex issues easy to understand and we strive
for the simplest solutions that deliver the most significant
results for our customers and ourselves.
Win together
We excel when working with our customers and with our
colleagues – motivated by the belief that diverse teams
working together are much greater than the sum of
their parts.
Be brave
We are ambitious, and we push the boundaries to deliver
great results for our customers and for our business. We do
not settle for less than great, or shy away from the difficult.
Be curious
We have an intense desire to understand our customers
and to imagine new possibilities for our business and theirs.
We are hungry to learn and seek out new ideas to expand
our networks and to develop our understanding.
Back by popular demand, colleagues have delivered the 2025
special educational needs and disabilities (SEND) volunteering
programme. People from across the business nominated
a local primary school and spent time in the classroom
demonstrating how our most in-demand SEND resources
from TTS work in practice.
TTS creates educational resources that make learning
more engaging, inclusive and hands-on for school
children everywhere. Hearing how schools responded
to the programme has been brilliant. Teachers and SEND
coordinators told us they really valued the live demonstrations
and the chance to trial new resources tailored to their
learners. Many have already started using the products gifted
in their teaching.
It is great to see our people bringing our commitment to life
to make learning more accessible, inclusive, and fair for every
learner, everywhere.
These behaviours ensure we work together for the benefit of our
customers, shareholders and people. They are supported by our
‘High Five’ peer-to-peer recognition scheme for employees who
have demonstrated these behaviours while fulfilling their role.
The Board receives regular reports and updates from the Chief
Executive, Chief Financial Officer, Chief People Officer, other
members of the Executive and Senior Leadership Team and the
Workforce Engagement Group. These reports and updates cover a
wide range of matters to ensure that policy, practices and behaviour
in RM are aligned with the Company’s purpose and strategy, and
that any issues that may give rise to concerns are brought to the
attention of the Board.
RM plc
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Annual report and financial statements 2025
rm.com
13
I just wanted to take
a moment to reach
out with my thanks
for the recent visit to
our organisation. As a
mainstream school that
has neurodiverse children,
these products have
made a huge impact for
all students. Thank you!
Our young people will
benefit so much from
the opportunities and
enrichment.
Liz Nightingale
Head Teacher, Green Park School
1
2
3
4
5
For more information on how the Board is kept up to date, please see the Corporate Governance Report on pages 81 to 89.
RM in focus
Strategic
Report
In this section
Chair’s statement
16
Chief Executive’s statement
18
Our strategy
22
Market overview
24
Our business model
26
Key performance indicators
28
Investment case
32
Chief Financial Officers statement
34
Managing the Company’s risks
40
Emerging risks
41
Principal risks and uncertainties
42
Financial viability report
46
Sustainability Report
49
Task Force on Climate-related Financial Disclosures
54
Environmental metrics
60
Our people
66
Workforce
67
Governance
68
Non-financial and sustainability information
72
Section 172 statement
73
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RM in focus
There is no denying the rapid advancement of AI is
opening up new aspirations for the education and
assessment sectors. As AI becomes more prevalent,
the question is whether it is just a buzzword, or if it
can truly kick-start change and usher in a new era of
learning and assessment.
Currently the expectations for AI
are high. It could improve learner
outcomes, increase productivity,
and support educators. However,
we recognise that both educators
and learners have valid concerns
about how this technology can be
used. Before the sector adopts AI
widely, we must show that it can
safely augment human activity. This
requires thorough, transparent testing
to ensure the technology is reliable
and fair.
At RM, we set out to do just that. We
are running Proof of Concepts with
our accreditor customers to evaluate
how AI can enhance marking
and improve feedback across
various subjects and professional
qualifications.
Some key findings to date include:
• English language skills: in testing
essay marking, we found our AI
was more consistent than human
markers and improved feedback
quality. A paper that took a human
marker 40 minutes was completed
by AI in 5 seconds.
• Professional business and
finance: when marking criteria
and rubrics are explicit, our AI
applies those rules consistently
and transparently. This allows for
accurate marking at a massive
scale.
A responsible approach
To address concerns, we must
balance the benefits of AI with clear
safeguards. Currently, a major benefit
could be in the formative or practice
exam setting. Using AI for marking
mock exams and other in-class tests
will help reduce teacher workloads
and give learners instant, detailed
feedback so they can identify areas
for improvement more quickly.
We are committed to working
with our customers to tailor AI
solutions to their specific needs
without introducing risk. Our Proof
of Concepts show there is a strong
rationale to responsibly harness AI.
The key is to test it rigorously, deploy
it with care, and ensure it serves
accreditors, educators and learner
alike.
Transforming assessment with a
responsible AI approach
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For RM to prosper
and have a long-term
sustainable future, it
is essential that we
provide solutions that
meet the needs of our
customers, many of
whom have worked
with us for decades.
Two years ago, we unveiled our strategy to
focus on creating a leading global digital
assessment solution provider. We have
continued to make significant progress this
year with the execution of this strategy.
Our core Assessment division has become
our main growth driver, showing strategic
platform growth of 17.3% and fuelling
the increase in overall profitability of RM.
Last June, we officially launched our new
adaptive virtual accreditation platform, RM
Ava, which will support the full assessment
lifecycle. Its development remains on track,
ahead of the major shift towards digital
assessments in the coming years.
We completed a very successful equity
raise in October, generating £13.5m
cash before fees. The orderbook was
significantly oversubscribed, meaning we
had to scale back the excess demand
from investors. I am grateful to our existing
shareholders for their strong support and
belief in our management team to fulfil
our strategic ambitions and welcome
new shareholders on board. This support
is never taken for granted as we actively
work on the strategic actions laid out in
the 10 October placing announcement.
Our commitment to materially reduce the
debt we inherited is unwavering and we
are focused on the disposal of non-core
assets to enable us to do so. In tandem,
management have been progressing the
separation activities to facilitate disposals
and unlock further cost savings. Further
details can be found in Mark Cook’s Chief
Executive statement on page 18.
Focus on customers
For RM to prosper and have a long-term
sustainable future, it is essential that we
provide solutions that meet the needs
of our customers, many of whom have
worked with us for decades. I attended
our AI marking proof of concept summit
last October where we discussed the
use of AI to mark exams and how this
compares with human marking (see page
15 for further details) and was delighted to
see how many customer representatives
attended. These forums are invaluable as
we continue to partner with our customers
and many have expressed an interest in
running pilots to further explore how AI
marking compares.
The growth in our core assessment
platform revenue for a second consecutive
year is very pleasing and as part of the
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Chair’s
statement
Overview
Strategic Report
Corporate governance
Financial statements
equity raise we pledged to use a portion
of the proceeds to invest in sales capability
so that we can attract more UK and global
customers.
Focus on people
The progress made this year in delivering
our strategy is ultimately down to the
commendable efforts of our people.
This necessitated more restructuring
during FY25 as we continue to reshape
our business to align with our strategic
direction, our customers’ needs and the
evolving market.
Our Board discusses people related
matters at each meeting and considered
feedback from the latest engagement
survey last Autumn. It was pleasing to see
our engagement score improve for a third
time in a row to 69%, reflecting an upward
trend in how our people, as a whole, feel
about working at RM. On behalf of the
Board, I would like to thank everyone at
RM for their drive, dedication and ongoing
commitment.
I am happy to add that the gender diversity
of our Executive Committee is now 50%
women. This, along with each of our
operating subsidiaries showing a gender
pay gap in favour of women, demonstrates
our commitment towards equity, diversity
and inclusion.
Governance and change
There were no board changes during FY25.
The result of the Board and Committees
effectiveness review is summarised
on page 86. 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 on 7 May and will
therefore not stand for re-election. 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.
Other updates from a governance
perspective include the approval of the
latest delegated authorities schedule and
the embedding of the financial controls
that were implemented across all key
cycles in the prior year. A complete
transformation of the controls and
processes was undertaken and the
embedding of these controls, with ongoing
assurance from internal audit, represents a
sizeable achievement.
All four sub-committees of the Board have
been active during the period:
• The Audit and Risk Committee
welcomed our new external auditor,
RSM UK Audit LLP, agreeing the
FY25 audit plan and considering the
accounting treatment of major contracts
and judgemental areas;
• The Remuneration Committee assessed
the outcome of the FY24 bonus targets
and set the performance targets for the
FY25 bonus and LTIP, ensuring alignment
with our strategy and shareholders;
• The Nomination Committee considered
succession planning for the Executive
Directors and other senior management
roles, focusing on both emergency
cover and longer-term successors; and
• The ESG Committee set the FY26
environmental, social and governance
KPIs, including the transition pathway to
net zero by 2035 for scopes 1 & 2, and
2050 for scope 3 emissions.
Dividend
As previously stated, a condition of the
extended and amended banking facility
agreement has been to restrict dividend
distribution until the Company has
reduced its net debt. Therefore, we are not
recommending the payment of a dividend
and are unlikely to in the short-term since
our focus is to continue investing in RM’s
growth. See page 37 for further information
on banking covenants and conditions.
Looking forward
There remains more to be done to fully
complete RM’s transformation, but we
have made significant progress under
this management team. What we have
delivered to date positions us well for the
future. I am confident that we will continue
to grow our core Assessment business and
deliver further benefits to our customers,
our shareholders, and society as a whole.
Helen Stevenson
Non-Executive Chair
4 March 2026
We have a relatively young board
in terms of tenure but, significantly,
all members have been part of our
transformation journey from the
outset.
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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.
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.
We delivered a significant
increase of 33.2% in
adjusted operating profit,
now £11.5m, and a 19.9%
increase in adjusted
EBITDA to £16.5m.
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 revenue¹ 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.
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Chief Executive’s
statement
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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 Chief Executive
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
Assessment Contracted
Order Book
£95.5m
Adjusted EBITDA
£16.5m
(19.9% up versus
prior year)
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.
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.
Overview
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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. Further details on RM Ava
are included on pages 8 to 10.
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.
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Operationally our Chief Operating Officer,
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
Chief Executive’s
statement
continued
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 2029². 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.
Mark Cook
Chief Executive Officer
4 March 2026
2
Please see footnote 1 on page 3 for details of
alternative performance measures
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Overview
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During FY25 we have built real momentum in executing our strategy to
become a leading global digital assessment solution provider.
We again grew our core Assessment platform revenue and have further developed of our adaptive virtual
accreditation platform, RM Ava, which officially launched in June 2025.
Build an organisation
for success
We continue to evolve our target operating model in line
with our strategic intent to deliver a brilliant customer
and learner experience, develop RM Ava to drive growth
in Assessment, achieve further cost optimisation, and
progress the operational and legal separation of our
divisions.
Progress in FY25
• We further strengthened our leadership team by
appointing Ian MacKinnon as Chief Executive of
the TTS and Technology Divisions and realigning
the Assessment Division to report into Dr. Gráinne
Watson, Chief Operating Officer.
•
We formulated a plan to execute the separation of
our divisions, including the replacement of costly
legacy systems.
• We completed a successful equity placing,
generating additional funds to enable us to
accelerate our transformation and growth plans.
Priorities for FY26
• Undertake the operational and legal separation of our
divisions.
• Embed our simplified business model, including the
strengthening of capabilities, fit for purpose tooling, and
continuous improvement of key processes.
• Customer focus and experience excellence throughout
the customer journey.
Link to risk
1
4
3
5
7
8
Create a clear line of
sight to three customer
groups – accreditors,
educators, and learners
By continuing to simplify our organisation structure while
strengthening operations, and engaging with our target
customer groups in a meaningful way, we have a clear
view of our customers’ needs and how to best serve them.
Progress in FY25
• Further operational changes that align with
customer needs in our core Assessment division
have strengthened our customer focused teams.
• Ongoing strategic partnerships with key
accreditation customers enable us to design and
build our assessment solutions in line with the needs
of educators and learners.
• We hosted flagship events for our customer
groups, including the successful ‘Bridging AI and
Assessment’ events in February and October 2025.
Priorities for FY26
• Continue to work with key accreditation customers to
scope out our solutions for educators and learners.
•
Support customers with the shift towards hybrid or fully
digital assessments.
•
Continue to explore the use of responsible AI in
assessments.
• Host further flagship events for our customer groups.
Link to risk
1
3
5
2
4
7
8
01
02
Our
strategy
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Overview
Strategic Report
Corporate governance
Financial statements
Develop products,
services, and solutions
to drive revenue
We are using our deep understanding of curricula, how
to assess the curricula, and how to enhance learning
outcomes, to develop a market-leading product, services
and solutions portfolio.
Our innovative solutions are scalable and present strong
growth opportunities.
Progress in FY25
•
Over 20 million exams were digitally marked on our
platforms.
• We launched 467 new TTS products, including 131
own IP resources, in key strategic areas of early
years, special education needs and disabilities, and
robotics.
• We delivered managed services and ICT solutions to
UK schools and trusts.
Priorities for FY26
•
Continue to develop RM Ava in line with the
Development Roadmap.
• Deliver our Portfolio Roadmap.
Link to risk
1
3
5
2
4
6
7
Seize the global
opportunity
With the strategic expansion of our global footprint in
progress, we expect to increase our global customer base
further over the next 12 months.
We are capitalising on the growing global EdTech market
through our strengthened go-to-market teams and strategy,
the ongoing development of RM Ava, the strategic use of AI,
and our market-leading learning resources.
Progress in FY25
• We enabled the delivery of assessments in 115
countries.
• We sold our learning resources in
83 countries.
•
We established a presence in the Middle East through
our new office in Dubai, and our existing relationship
with partner Al Gurg.
Priorities for FY26
• Explore expansion of solutions into Asia.
• Continue to deliver on our International Growth Plan.
Link to risk
1
3
5
2
4
6
7
8
9
03
04
Key to Risk
1
Delivering the growth strategy
2
Liquidity risk
3
Risk of cyber attack
4
Maintaining technical and delivery expertise
5
Delivering at pace in a fast moving market
6
Supply chain dependencies
7
People retention and recruiting
8
Monitoring and compliance
9
Health and safety
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We operate in a high-growth global market, fuelled by the need to
modernise learning experiences for a rapidly changing world. RM is
well positioned to capitalise on this growth.
Digital delivery
in assessment
• Accreditors are driving the
shift to digital assessment
solutions for examinations
and throughout the
learning journey.
• Emerging technologies,
including AI, are
challenging the nature of
education and assessment.
• Technological solutions
are having an increasing
role to play throughout the
learning journey.
Continued focus on
developing IP resources
• Opportunities for RM-owned and
developed educational resources,
particularly within early years and special
educational needs and disabilities
(SEND), highlighting the importance of
childcare education with learning and
development from birth.
• Clear focus and drive for existing and
new markets in computer science,
programming, STEM (science,
technology, engineering and maths) and
21st-century learning that aligns to our
unique programming journey of robotics
propositions.
The EdTech market is growing!
15.9% CAGR
Expected growth rate of the global EdTech market
2024–2029
Source: Technavio
Key market drivers
Use of technology in
education
• Accelerating as schools progress on a long-
term digital maturity journey, with many
having a digital strategy but not yet meeting
the standard set out by the Department for
Education.
77%
Of UK schools
have a digital
strategy in
place or in
progress
20%
Of UK schools
are aware of and
meet all digital
and technology
infrastructure
standards
Source: DfE Technology in Schools Survey 24-25
Market
overview
Overview
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How our business is responding
We are responding to the evolution within our fast-moving markets through the ongoing
development of our solutions and products.
Assessment
Market opportunities
• The global shift toward digitising high-stakes assessment is
gaining momentum, with growing demand for flexible, SaaS-
based solutions. Assessment organisations are also realising the
complexity inherent in this approach and are increasingly looking
for a single trusted partner, like RM, to guide them from paper-
based examinations to a hybrid or fully digital approach.
• Many governments are reshaping curricula including New
Zealand, parts of Australia and the refreshed England curriculum
(2027-28). This in turn will need a new kind of assessment. One
that covers the full range of what students can do - from core
academic skills, to oracy, to creative portfolios and practical
work - and offers a more flexible and personalised candidate
experience. We look forward to working with the assessment
community to explore how we can best assess the reformed
national curricula and give every learner the chance to show
what they can do.
•
While challenges may arise, the rapid emergence of AI is
opening up new opportunities to enhance and streamline
assessment tooling, processes, and reporting while also creating
a clear need to evolve assessment practices for the future from
an educational lifecycle view.
Headwinds
•
Digital assessment is still an emerging and fast-moving market,
prompting customers to take longer over procurement as they
understand the complexity of the move and the necessity to
achieve parity with paper marking without recreating it. This will
take time to explore the different approaches available to them.
•
New competitors emerging across the globe offering parts of an
ecosystem through bespoke and low-cost solutions within the
professional qualification environment that is adding complexity
to the traditional market.
TTS
Market Opportunities
•
Significant new product ideas are coming to fruition and will be
launched in the next 18 months. These are focused on language
and communications skills, programming and Early Years.
•
The strategy of deepening our involvement in the Middle East
is proving successful and we now plan to use this template to
increase our business in South-East Asia.
• The growing market for SEND support has provided
opportunities for us to broaden our channels to include the
parent market.
Headwinds
•
The US tariffs and recent changes, while more stable than during
the early part of 2025, have disrupted our US business and is
making this market more challenging.
•
Recent UK budget changes have not, in the main, provided
additional money to schools for resources. We expect the
headwinds of budget constraints and dropping pupil numbers to
continue but are finding ways to offset these.
Technology
Market opportunities
•
Leveraging the clear knowledge and experience we have gained
over 52 years to win new opportunities in the education sector.
We are employing more targeted marketing strategies and taking
advantage of the cost opportunities provided by our India based
resources.
• The education market has increasing requirements around
security and data protection. We have a deep understanding
of these requirements and will leverage that knowledge in our
growth plans.
• Recent organisation changes have redefined our sales and
account management structures to concentrate more of our
resources on hunting for new opportunities.
Headwinds
•
Ongoing changes in procurement rules and increased levels of
bureaucracy means we need to work harder and smarter for
Multi Academy Trust engagements.
• Budget constraints and decreasing pupil numbers are an
ongoing challenge. By specific targeting of markets and
channels together with improving efficiency levels, we plan to
combat this.
RM plc
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Annual report and financial statements 2025
rm.com
25
We are a global leader in platform delivery of digital assessment and
exam marking solutions to world-leading exam awarding bodies.
The RM Ava platform is at the heart of our strategic growth plans as
customer demand moves from paper to digital.
It will provide a complete end-to-end accreditation solution.
From exam creation and delivery to marking, grading and
appeals, it expands online learning access, ensures
fair testing, and enhances the experience for
accreditors, educators and learners. Long-term
contracts and ongoing engagement lead to
retention and customer advocacy.
We support formative (in-course) and
summative (such as GCSE and A-level)
assessments and professional qualifications
globally.
(RECURRING)
Our shift towards a platform-based business model offers a scalable
and recurring revenue stream that aligns with the ongoing digital
transformation in the education sector.
Enriching the lives of learners globally throughout the education cycle
Early Years
<5 years
Our early years resources encourage children to use their
imagination, build on key skills and explore.
Primary
5–11 years
Our primary learning resources are curriculum aligned, and
include our flagship programming journey range.
We provide IT managed services and connectivity packages.
Key strengths
Long-term, recurring customer
relationships
Deep understanding of the
curriculum and how to assess it
Talented and dedicated people
Strong partnerships with leading
educational establishments
Proprietary portfolio
How we engage and
retain customers
Consultative engagement with
customers
Our consultative go-to-market approach ensures
that we understand our customers’ needs and work
with them to implement the best solution for their
digital journey.
Customer-centric solutions and service
With a focus on strengthening our supply chain,
project delivery and portfolio roadmap, we keep
our customers are at the heart of what we do.
Innovative solutions
Having centres of excellence that enable us to
respond quickly to customer needs in a fast-
moving market with innovative solutions.
Renew long-term partnerships
Long-term partnerships have been built through
decades of delivering for customers and
building trust.
A scalable business generating
long-term relationships
RM Technology
Cutting through complexity and bringing innovation and new ways
of working, we help educators harness technology to improve the
learning environment.
Direct sales to educators generating fees.
(RECURRING)
RM TTS
Delivers innovative educational tools and
curriculum-aligned products that support
educators in enhancing learning outcomes globally.
Direct sales of educational resources to schools, trusts,
and government bodies.
(HISTORICALLY REPEATABLE)
Our
business model
RM Assessment
RM plc
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Annual report and financial statements 2025
26
1
2
3
4
5
Overview
Strategic Report
Corporate governance
Financial statements
Secondary
11–16 years
In addition to our IT managed services and connectivity
packages, our Assessment platforms enable successful
summative assessments and accreditation.
Further/professional
>16 years
Our Assessment platforms deliver summative, general,
and professional assessments, and accreditation for the
remainder of the learning life cycle.
Deep pedagogical expertise
With more than 52 years in EdTech, we are experts in how
children and adults learn. Our products are grounded in
research and aligned with global pedagogical approaches
and skill development. We work closely with educators,
schools, accreditors, and policymakers to tackle real
classroom challenges and stay responsive to evolving
policy requirements.
Long-term, trusted customer relationships
With customer relationships spanning decades, our
consultative approach and pedagogical expertise ensures
we work alongside them to meet their evolving needs,
the needs of learners, and the demands of changing
technology.
RM Ava
Bringing our assessment tools and new modules
together in a single sign-on platform that supports the full
assessment cycle, from creating content and delivering
secure online tests to AI-driven marking and feedback. Built
to scale and designed for ongoing innovation, it provides
an accessible, secure and adaptable solution that lays the
foundation for a more seamless, personalised candidate
experience. We want RM Ava to become a world-class
platform for learner assessment, helping customers
move confidently from paper to hybrid or fully digital
assessment, while improving the candidate experience.
Propriety curriculum aligned resources
Our IP owned resources align with curriculum concepts
while also developing 21st-century skills such as critical
thinking, creativity, communication, and collaboration. By
strengthening these skills, students build problem-solving
and computational thinking abilities, making learning more
engaging and relevant across all subjects. This holistic
approach helps prepare learners for the challenges and
opportunities of the future.
What differentiates us
How we create value
Customers
Creating value for our customers by providing innovative
solutions that meet their evolving needs is central to
what we do. We strive to do this by developing strong
partnerships built on trust and credibility.
Colleagues
Our people are fundamental in offering our customers a
wealth of knowledge, creativity and expertise to support
their needs. We value our colleagues and strive to create
an environment for them to flourish and benefit from
opportunities to develop.
Suppliers and Partners
Our suppliers and partners provide goods, services
and expertise that support our requirements, in-house
capabilities and, in turn, our growth ambitions. We aim to
be aligned on quality, delivery, and ethics.
Community and Environment
As we enrich the lives of learners across the world, we are
also dedicated to enriching our communities along with
considering our impact on the wider environment. Our
priorities include sustainability, energy efficiency, support
for local communities, and inclusive recruitment.
Investors
Our investors are interested in the stable financial
performance of RM and its growth prospects as it executes
its strategy along with our ESG focus. Enabling transparency
through communications and being responsive is
fundamental in getting our story across.
RM plc
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Annual report and financial statements 2025
rm.com
27
1
2
3
4
Key Performance Indicators (KPIs)
and strategic objectives
RM has five strategic objectives which are
critical to delivering our strategy. Our key
performance indicators are aligned with
these five overarching strategic objectives
and are designed to track progress across a
balanced set of metrics.
Changes to KPIs going forward
As highlighted in last year’s Annual Report
we have made some minor changes to our
FY25 KPIs.
In line with our strategy (read more in our
Chief Executive’s statement on pages 18 to
20) we anticipate further changes to our
KPIs which will be reported on in the 2026
Annual Report.
Reach more
customers
Operational
excellence
Improve share of
customer spend
Attract and
retain talent
Strong financial
discipline
Revenue
Definition
• Revenue from continuing operations.
1
2023 has been restated to exclude the revenues of RM Consortium.
Commentary on performance
•
Revenue from continuing operations was down 2.5% in the year to
£162.1m (FY24: £166.1m).
•
Decline in RM TTS and RM Technology revenues due to market
pressures.
•
In RM Assessment we saw growth in core platform and total
recurring revenues as well as a significant increase in non-recurring
project revenue.
•
Read more in the Chief Financial Officer’s statement on pages
34 to 39.
Adjusted EBITDA
Definition
•
EBITDA, stated before adjusting items and excluding share based
payments as they are a non-cash item.
2025
2024
2
2023
1,2
£16.5m
£13.7m
£6.6m
1
2023 is shown as originally reported and includes the results of RM Consortium,
which is now presented within discontinued operations.
2
2024 and 2023 have been restated to exclude share-based payments.
Commentary on performance
• Adjusted EBITDA has increased by 19.9%.
•
This reflects margin improvements and the benefit of cost saving
measures now being realised.
•
Read more in the Chief Financial Officer’s statement on pages
34 to 39.
Note: Adjusted EBITDA is an Alternative Performance Measure, stated after adjusting
items (see Note 6) which are identified by virtue of their size, nature and incidence. The
Company reports adjusting items, which are used by the Board to monitor and manage
the performance of the Company, in order to ensure that decisions taken align with the
Company’s long-term interests.
Strong financial discipline
Key performance
indicators
2025
2024
2023
1
£162.1m
£166.1m
£175.9m
RM plc
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Annual report and financial statements 2025
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Overview
Strategic Report
Corporate governance
Financial statements
Platform revenue growth
Definition
•
The percentage increase in digital platform revenue in our core
Assessment division.
Commentary on performance
•
Platform revenue in FY25 was driven by customer renewals
and wins and more assessments being processed through the
platform.
•
Going forward we expect the proportion of revenue on our
platform delivered from fully digital exams will increase as our
customers migrate from the e-marking of paper exams.
•
2024 was the first year this KPI was measured.
Adjusted diluted EPS
Definition
• Earnings per share from continuing operations, stated after
adjusting items, diluted by the number of share options
outstanding.
1
2023 has been restated to exclude the operating loss of RM Consortium,
which is now presented within discontinued operations.
Commentary on performance
•
EPS in FY24 benefited from a £7.4m tax credit due to
recognising, for the first time, tax losses carried forward as a
deferred tax asset.
•
Read more in the Chief Financial Officer’s statement on pages
34 to 39.
Note: Adjusted diluted EPS is an Alternative Performance Measure, stated after
adjusting items (see Note 6) which are identified by virtue of their size, nature and
incidence. The Company reports adjusting items, which are used by the Board to
monitor and manage the performance of the Company, in order to ensure that
decisions taken align with the Company’s long-term interests.
Why it is important / link to strategy
Need to invest while balancing risk and stakeholder needs. Restore confidence in financial management and reduce debt levels.
Adjusted net debt
Definition
•
Total of borrowings, cash and cash equivalents and overdrafts,
less capitalised fees, adjusted to exclude lease liabilities.
Commentary on performance
• Adjusted net debt decreased by £1.1m.
•
Operating cash generated plus the £12.7m net proceeds from
the equity raise are offset by interest payments (£5.5m), lease
payments (£2.9m), and £9.7m of capital investment, primarily in
RM Ava.
•
Read more in the Chief Financial Officer’s statement on pages
34 to 39.
Note: Adjusted net debt is an Alternative Performance Measure, stated after
adjusting items (see Note 6) which are identified by virtue of their size, nature and
incidence. The Company reports adjusting items, which are used by the Board to
monitor and manage the performance of the Company, in order to ensure that
decisions taken align with the Company’s long-term interests.
2025
2024
2023
£50.6m
£51.7m
£45.6m
2025
2024
2023
1
4.9p
11.7p
2025
2024
17.3%
12.0%
(4.9)p
RM plc
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Annual report and financial statements 2025
rm.com
29
Improve share of
customer spend
Why it is important / link to strategy
• Improve ROI from new customer acquisition
• Focus on customer expansion opportunity within each
division
Definition
• Average revenue per customer is calculated as divisional
revenue divided by the average number of customers in
the year
RM Assessment
Average revenue per customer
RM TTS
Average revenue per customer
2025
2024
2023
£43,851
£1,115
£1,052
£1,012
£42,276
£45,663
UK
International
RM Technology
Average revenue per customer
2025
2024
2023
£15,623
£13,142
£14,056
Commentary on performance
• RM Assessment growth driven by increases in recurring
platform revenues and projects.
•
RM TTS growth in spite of the UK market decreasing,
tough price competition, reduced government funding,
and US tariffs in International markets.
• More RM Technology customers are choosing to
buy more products from the portfolio, increasing
basket spend.
Reach more customers
Why it is important / link to strategy
• Defined target customers
• Critical to grow market share
• Build channel and scale advantage
Definition
• Number of new contracts won (RM Assessment)
•
Number of trading customers (RM TTS & RM Technology)
RM Assessment
Number of new contracts won
2025
2024
2023
24
50
48
RM TTS
Number of trading customers
2025
2024
2023
410
44,192
49,529
49,491
473
543
UK
International
RM Technology
Number of trading customers
2025
2024
2023
3,019
4,109
4,105
Commentary on performance
• RM Assessment saw very high customer retention rates
and new customer wins across different sectors.
•
Large number of trading customers in RM TTS, although
a reduction on prior year due to budget constraints
experienced by schools in the UK in FY25.
•
RM Technology saw an overall reduction in the number of
trading customers due to delays in government funding of
key initiatives and school budget constraints.
Key performance
indicators
continued
2025
2024
2023
£865,921
£704,339
£658,918
RM plc
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Annual report and financial statements 2025
30
Overview
Strategic Report
Corporate governance
Financial statements
Operational excellence
Why it is important / link to strategy
• Meeting customer requirements drives revenue and profit
• Create ability to invest
Definition
• Adjusted operating margin is calculated as adjusted
operating profit as a percentage of revenue (see Note 4)
RM Assessment
Adjusted operating margin
RM TTS
Adjusted operating margin
RM Technology
Adjusted operating margin
Commentary on performance
•
Following the closure of Consortium in FY24, more of
the corporate overhead (see Note 4 of the Financial
Statements) is allocated to the remaining divisions.
•
The total corporate costs have reduced by £3.3m between
FY24 and FY25.
•
Read more in the Chief Financial Officer’s statement on
pages 34 to 39.
Attract and retain talent
Why it is important / link to strategy
• People are critical for service delivery
• Substantial functional and sector expertise, which we want
to retain
• Customer empathy and connection to purpose
Definition
•
Employee natural attrition – number of employees as a
percentage of total employees who resigned and left within
the year
• Employee engagement score – score based on a
combination of three scores for questions linked to
employee engagement, retention and loyalty
Employee natural attrition
Employee engagement score
69%
65%
2025
2024
2023
57%
Commentary on performance
• The results of our 2025 engagement survey accurately
reflected where we were as a business - a long-
established EdTech leader, with a strong social purpose
- to enrich the lives of learners, that is also working
through a major transformation. Change feels tough.
However, the transformation is starting to deliver, and
we saw that reflected in improving engagement, which
increased by 4%.
•
Colleagues said they felt clearer about our vision and
positive about the impact of our work. Flexible working
and colleague wellbeing came through as standout
strengths.
• Increased engagement is also reflected in falling natural
attrition rate, which sits at 13% for FY25.
2025
2024
2023
22.9%
17.5%
24.2%
2025
2024
2023
6.2%
7.4%
7.8%
2025
2024
2023
7.5%
6.6%
1.3%
2025
2024
13%
15%
2023
22%
RM plc
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Annual report and financial statements 2025
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31
Moving from separate solutions to a streamlined model.
52 year successful history as a
leader in EdTech, with established
world leading customers and
resilient contracts
• Customers in 115 countries.
•
Assessment platform revenue up 17% in 2025 and 99%
of assessment revenue up for renewal successfully
renewed.
• Groundbreaking wins with foundation customers to
deliver their transition to fully digital assessment (TCV
£110m).
Positioned to capitalise on a high
growth opportunity
• Global EdTech market forecast to increase by
$170.8 billion at a CAGR of 15.9% between 2024 and 2029.
•
The market shift to hybrid and digital learning, assessment
and marking is driving this material growth phase.
• RM’s margins are significantly higher for digital
assessments compared to paper.
Proven traction with major customers
and a clear development plan to
unlock new customers & markets
•
A single platform makes it easier to cross-sell services,
increasing the potential revenue from every customer.
• Long-term contracts already secured with flagship
customers whose exams are collectively taken in over
15,600 schools globally.
• Building on our pedigree in high stakes general
qualifications, expanding into mock and in-class
assessments and professional qualifications.
A unified model built for scale
and efficiency
• Maintaining one platform instead of two
reduces technical overhead and focuses
development spend.
• A single system supports higher candidate
volumes and enables onboarding of a wider
range of customer sizes and types.
• New features and further innovations easier
to roll out as technology and customer needs
evolve.
Investment
case
RM plc
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Annual report and financial statements 2025
32
Overview
Strategic Report
Corporate governance
Financial statements
Overview
Strategic Report
Corporate governance
Financial statements
RM plc
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Annual report and financial statements 2025
rm.com
33
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, RMs’ two other divisions fared
less well this year, with TTS and Technology
both being impacted by a very challenging
UK schools’ market. TTS’s international
sales were 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
FY25 was a ‘Year of
Building Momentum’ for
RM with the benefits of
previous activity starting
to show through in the
financial results.
Chief Financial Officer’s
statement
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.
RM plc
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Annual report and financial statements 2025
34
Overview
Strategic Report
Corporate governance
Financial statements
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 operations
1
-
(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 measures
2
:
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 debt
3
50.6
51.7
2.1%
1
Discontinued operations in FY24 related to RM Consortium.
2
Throughout this statement, adjusted operating profit, adjusted EBITDA excluding share-based payments, adjusted profit/(loss) before tax and adjusted diluted EPS are
Alternative Performance Measures, stated after adjusting items (see Note 6) 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 6). 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 25).
£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%
Divisional performance
RM plc
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Annual report and financial statements 2025
rm.com
35
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
Chief Financial Officer’s
statement
continued
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 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 goodwill
1
-
9.3
Reversal of impairment of RM Consortium assets
2
-
(0.5)
Restructuring costs
3
1.8
4.6
Cost of GMP conversion
-
0.3
Consortium pension costs
4
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 24) 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.
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Overview
Strategic Report
Corporate governance
Financial statements
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.
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).
Additionally, the Company has TUPE employees who retain
membership of Local Government Pension Schemes.
As set out in Note 24 to the Financial Statements, 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.
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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,
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 25 of the Financial Statements for the year
ended 30 November 2025, 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, 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.
Chief Financial Officer’s
statement
continued
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38
Overview
Strategic Report
Corporate governance
Financial statements
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.
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.
Simon Goodwin
Chief Financial Officer
4 March 2026
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RM plc
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40
The management of the business and the execution of the Company’s strategy are subject
to a wide range of risks.
Risk management framework
RM has a defined and documented risk management framework
which is aligned to best practice and subject to continual
improvement.
The framework is overseen by the Board and reviewed by the
Audit and Risk Committee at least once a year and when there are
significant changes affecting RM’s risk profile. A key objective is to
ensure a level of consistency and rigour appropriate to its business
strategy and operations.
In addition, RM has procedures in place to ensure that principal
risks and emerging threats that may impact the business in
the longer term are identified, evaluated, and managed at the
appropriate level within the organisation.
Risk registers are produced by each division and line function as
shown in the diagram below and key risks from these are compiled
in the Company Risk Register. Risks are identified and scored
in terms of impact and likelihood, after taking into account the
current mitigations. For those risks that are not accepted, a risk
action plan is completed with a target planned net risk score. Risk
owners are nominated who have authority and responsibility for
assessing and managing these risks. While RM’s risk management
framework is designed to reduce risk as far as possible, RM cannot
eliminate all risks.
Risks are categorised under the following categories: financial,
infrastructure and technology, legal, operational, political,
reputational, security, strategic, and emerging.
Executive / Board
Company risk register
Divisional boards
• Chaired by Chief Financial Officer;
• Sets strategy, risk appetite,
etc.; and
• Review of Company risk register.
Quarterly risk reviews
•
New risks, updates on mitigation, etc.;
•
Updates Company risk register; and
•
Risk report.
Company Risk Management Framework
Board Audit and Risk Committee
Assessment
TTS
Finance
Health & Safety
People
Legal / Data
Protection
IT
Technology
RM India
Managing
the Company’s risks
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Overview
Strategic Report
Corporate governance
Financial statements
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41
A systematic risk review is conducted at least quarterly. Each new
version of the Company Risk Register is evaluated by the Executive
Directors and Company Secretary, as well as the divisional boards.
The Board reviews the principal and emerging risks faced by the
Company and approves the Company Risk Register at least twice
a year. The Board considers trends, opportunities, and challenges
facing the business along with its emerging risks. Additionally, the
Board continues to focus on key areas that are closely linked to the
Company’s strategic priorities, including RM’s proposition to meet
and exceed customers’ expectations and support its people.
Risk appetite
RM has zero tolerance for risks that:
•
harm its employees, customers, learners, or the general public;
• create significant, unmanaged, adverse, reputational damage;
•
lead to the loss of any application or IT service deemed critical
for RM customers or internal users or the loss of any service
beyond the ascertained maximum acceptable outage; or
•
would cause any failure to comply with legal and regulatory
requirements.
In other aspects, such as revenue growth initiatives, the Board
may have a greater risk appetite and sets the level of mitigation
accordingly.
The Board confirms that it has carried out a robust assessment
of the principal and emerging risks faced by the Company and
appropriate processes have been put in place to monitor and
mitigate them. Further details are also set out in the Corporate
Governance Report.
Emerging risks
In addition to identifying, evaluating, and mitigating the
principal risks that might impact the range of Company
activities, the risk management programme also
identifies emerging risks. These are potential new risks
that cannot (yet) be scored, because currently there is
insufficient information available about their likelihood
and/or impact.
Emerging risks that might affect RM during 2026 can be
summarised as follows:
Artificial intelligence (AI)
•
This was included last year and is still considered an
emerging risk as the use of AI technologies continue
to evolve. It is likely to have a significant impact on
education and assessment markets in the years to
come, bringing opportunities to RM as well as possible
challenges. RM is closely monitoring market and
industry trends to identify both risks and opportunities
and has already developed tools with AI capabilities
within Assessment (see AI proof of concept on page 9),
TTS, and Technology. AI is also likely to have an impact
on internal functions such as Finance, Legal, and People.
Data
•
New data and access regulations may restrict usage of
data on EdTech platforms which could, in turn, impact
our operations. But this also offers opportunities for RM,
given our relationship with accreditors.
Macroeconomic and geopolitical
environment
• An uncertain macroeconomic environment or
continued geopolitical tensions could disrupt our
services in certain jurisdictions, impacting revenues.
All emerging risks are kept under review by the Executive
and the Board. As further information and analysis
becomes available, it may become possible to evaluate
and score risks using the Company Risk Framework, with
the result that some may become principal risks, or in
some cases, an emerging risk may diminish in significance.
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Potential
impacts
Current mitigation
Planned mitigation
Trend
1
A range of factors such as adverse market conditions, operational failures, not winning new business,
or a lack of investment in our digital capability, could cause a failure to deliver our growth strategy
(see page 22 to 23).
Inability to grow
earnings could
put pressure on
the Company’s
ability to
stay within
its banking
covenants
• Senior management team with transformation experience;
• Creating a simplified and more streamlined operating model;
• Focus on high growth opportunities within the strategic
Assessment Division;
• Securing long-term customer contracts; and
• Agreement with lenders to support our strategy.
• Continuing journey towards
a more customer-centric
company;
• Continued substantial focus
and investment in RM Ava
and owned IP;
• Further cost saving initiatives
from separation work and
material reduction in net
debt; and
• Investment in sales and
marketing capability.
2
The Company may be exposed to treasury risks including managing liquidity within the agreed facility
arrangements and covenants.
Lack of funding
required to
meet short
and long-term
obligations and
aspirations
•
The Company amended and extended its £70m bank facility
during the year with revised covenants to better reflect the
outlook and liquidity needs;
•
£13.5m (gross) proceeds raised from an equity placing during
the year;
•
Weekly cash forecasts prepared by Finance and monitoring of
headroom against the banking covenants;
•
Monthly working capital reviews by each of the divisions; and
• The Company continues to regularly monitor treasury risks
such as fluctuating exchange rates by creating natural currency
hedges through matching of foreign currency receipt and
payment phasing, with hedging via derivative instruments
utilised for material imbalances that remain.
• The strategic plan of the
business continues to
include significant deleverage
in the short to medium-term,
including disposals.
Link to strategic objectives
Year-on-year trend
Growth
Customer experience excellence
RM Ava development
People investment
Financial discipline
Increasing risk
Decreasing risk
Unchanged from previous year
Principal risks
and uncertainties
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42
Overview
Strategic Report
Corporate governance
Financial statements
Potential
impacts
Current mitigation
Planned mitigation
Trend
3
If RM’s security controls are inadequate it could be vulnerable to a cyber-attack or major security breach on
internal or customer-facing systems.
Disruption
to services;
personal data
breach; legal
and contractual
non-compliance
• Wide range of industry-standard technical defences and
controls;
•
Security monitoring and risk assessment of key systems and
suppliers;
• Dedicated security team;
• Dedicated data protection function;
• Incident response function, supported by third-party specialist
services;
• Online security training and phishing simulation programme for
all staff;
• ISO 27001 and ISO 22301 certifications;
• Oversight by Group Security and Business Continuity
Committee, which reports into the Company Executive;
• External audit of systems, processes, compliance, etc.; and
• Cyber insurance and property and business interruption
insurance cover.
• Continued expansion
of controls testing
across key systems and
applications; and
• Cyber security road map
for FY26.
4
If RM fails to maintain the required levels of technical and delivery expertise, then the delivery of
sophisticated and complex solutions to customers, or large-scale business transformation projects,
could be threatened.
Each division
could be
impacted by:
operation
disruption;
reputational
damage;
contractual
non-compliance
which could
have financial
implications
•
Investment in people with technical expertise (see Risk 7 on
page 44);
• Internal management control processes, e.g. programme
steering committees, change boards, etc.; and
• Strengthened the operational and delivery capability through
our changed operating model which includes our Chief
Operating Officer overseeing operational performance, RM Ava
development, and customer delivery aspect in Assessment.
• Further investment in RM
Ava, as required, including
technical experts as we
continue to strengthen our
onshore delivery capabilities.
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Principal risks
and uncertainties
continued
Potential
impacts
Current mitigation
Planned mitigation
Trend
5
The pace of change in assessment technology is such that providers need to adapt and respond to the
fast moving market in order to prosper.
Revenue
and growth
opportunities
could be lost
impacting
financial
performance
• Changes are addressed by the respective product and
development teams through an iterative process;
•
Investment in maintaining a high level of technical and
non-technical expertise and in building effective working
relationships with its customers;
• Product and service innovation programmes;
• Centres of excellence focused on architecture, software
engineering, and quality assurance;
• Recruitment of specialist roles to support large new
contracts; and
• Enhancing UK teams to better support delivery model.
• Five-year plan of investment,
totaling £20 million, in
Assessment solutions,
including for learners, as
well as awarding bodies, and
professional organisations.
6
Due to the TTS Division’s dependency on an extensive supply chain, including overseas providers,
delivery of products and services could be affected by political, economic, and global factors beyond its control.
Increased costs;
disruption of
services
•
Changes that have evolved since Brexit have been managed
through the adoption of new processes to meet new
requirements and regulations; and
•
The Head of Procurement is focusing on streamlining the
supplier database in order to minimise risk and exposure.
• The growth ambitions of
RM TTS’s international
business means there will be
continued focus in ensuring
compliance with regulations
relating to import and export
of goods in new regions.
7
A failure to recruit, retain, and protect highly skilled employees could have a range of negative
operational impacts.
High levels
of workforce
attrition;
increased
recruitment
and retention
costs; financial
penalties
• Identification of critical resources;
• Knowledge management capture project;
• Regular monitoring of employee engagement;
• Equality, Diversity, and Inclusion network;
• Recruitment strategy to target problem areas;
• Annual benchmarking of remuneration to ensure we remain
market competitive;
• Training programmes to assist staff development; and
• Succession planning.
• Talent management and
career planning processes;
• Learning and development
strategy and plan for
FY26; and
• Employee health, safety and
wellbeing plan for FY26.
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Overview
Strategic Report
Corporate governance
Financial statements
Potential
impacts
Current mitigation
Planned mitigation
Trend
8
If the Company does not have adequate monitoring and compliance processes in place, there is a risk that we
could become non-compliant with one or more of the many legal and regulatory obligations to which we are
subject.
Regulatory
fines;
reputational
damage
• Legal team evaluates and communicates legal requirements to
relevant teams;
• Access to third-party expertise, e.g. non-UK legal requirements;
• Dedicated resource monitoring compliance; and
• Internal and external audit.
• Additional and updated
policies and procedures
continue to be rolled out.
9
Failure to manage health and safety increases the risk of injury or death to workers or others, and increases the risk
of prosecution and unlimited fines.
Reputational
damage along
with fines and/
or prosecutions
•
A new Health & Safety Manager appointed in FY24;
• Updated Health & Safety Policy launched;
• Health & Safety Committee established;
• Critical employee cohort training undertaken (e.g. engineers,
operatives in warehouse);
•
Accident management – stress test for fatal incident scenario,
process and workflow identified;
• Incident reporting framework is in place;
• Risk assessments conducted; and
• All-employee training initiatives.
• Gap analysis of current health
and safety management
across the organisation.
Impact
Likelihood
2
9
1
8
4
3
7
5
6
Principal risks at a glance
The grid to the right depicts the severity levels of each
principal risk, taking into account impact and likelihood.
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45
The Directors’ assessment of the Company’s
current financial position is set out in the
Chief Financial Officer’s statement on pages
34 to 39.
In accordance with the UK Corporate Governance Code, in
addition to an assessment of going concern, the Directors have
also considered the prospects of the Company over a longer
period.
The principal operating subsidiaries of the Company are RM
Educational Resources Limited (the primary subsidiary through
which the TTS Division operates) and RM Education Limited (the
primary subsidiary through which the Technology and Assessment
Divisions operate). The current performance of these Divisions is
set out in Note 4 of the Financial Statements.
Our debt facilities are set out in Note 25 and comprise a
£70m committed bank facility due to mature in July 2027. 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 Treasury
team actively manage the cash flow and funding requirements of
the Company, and will continue to do so over the financial viability
timeframe.
We have an established process to assess the Company’s
prospects. The Board undertakes a detailed assessment of the
Company’s strategy on a regular basis (usually annually) and the
output from this assessment forms the framework for our medium-
term plan which we update annually. Our medium-term plan
comprises cash flows, income statements, and balance sheets.
Our medium-term plan reflects our prospects and considers the
potential impacts of the principal risks and uncertainties set out
on pages 42 to 45. We perform stress tests to assess the potential
impact of combinations of those risks and uncertainties. The plan
also considers mitigating actions that we may take to reduce the
impact of such risks and uncertainties, and the likely effectiveness
of those mitigating actions.
Period of assessment
The Directors have considered that a period of three years is an
appropriate timeframe to consider the financial viability of the
Company for a number of reasons. The Company operates in the
education sector, providing a range of technological solutions and
services to our customers both in the UK and internationally. While
in the longer term the changing nature of technology, government
policies, and digitalisation will impact the market in which the
Company operates, changes in the shorter three-year timespan are
likely to be less severe. A three-year period is also consistent with
the time period over which the Company’s medium-term financial
budgets are prepared.
This three-year period extends beyond the period to the end of the
current banking facilities in July 2027. Any period beyond this date
would likely be subject to negotiation and agreement of a further
facility which is not within the Company’s direct control. The
Directors consider that the previous successful renegotiations of
the facility, support from the lenders as evidenced through waivers
or amendments of covenants, and the medium-term forecasts
indicating an organic reduction of net debt and a normalisation
of adjusted leverage ratios, should all act as positive indicators
towards a successful future outcome.
A longer period of assessment introduces greater market
uncertainty and hence uncertainty in the viability assessment
because the variability of potential outcomes increases as the
periods considered extends.
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Financial viability
statement
Overview
Strategic Report
Corporate governance
Financial statements
Viability assessment
The Company has considered the following scenarios for financial viability:
The impact of the above scenarios was considered individually and
in combination. Where the timing is unknown, the scenario was
assumed to have occurred in FY26 when the Company sensitivity is
greatest.
As referenced in the going concern statement, while the Board
believes that all risks noted above occurring together is highly unlikely,
under these combined scenarios and if management took no
mitigating action in response the Company would breach the EBITDA
covenant for the quarter ended 30 November 2026, the hard liquidity
covenant in December 2026 and January 2027, the adjusted leverage
test for the quarter ended 28 February 2027, and the interest cover
test for the quarters ended 28 February and 31 May 2027.
The Board has also considered a number of mitigating actions
which could be enacted, if necessary, to ensure that reasonable
headroom against the facility is maintained in all cases and the
Company complies with all covenants. Implementation of certain
of these mitigations would potentially impact the timing of the
Company’s return to its originally forecast financial position. These
mitigating actions include:
•
cost mitigations (such as reduced uncommitted spend);
•
non-payment of discretionary bonuses, and reduced
commissions (in line with reduced revenues);
•
delay or removal of certain capital expenditures; and
•
reduction of headcount.
On the basis that all of the mitigating actions were implemented
when forecast, the stress tests indicated that none of these
scenarios, including the combined scenario, would result in an
impact to the Company’s expected liquidity, solvency or debt
covenants that could not be addressed by these mitigating actions,
and are therefore not considered threats to the Company’s viability.
Principal risk
Scenario considered
Inability to grow earnings - failure to
deliver strategic programmes, and
failure to maintain required levels of
technical and delivery expertise
In all three divisions scenarios were considered where new income streams or market growth
was not delivered or delayed. Macroeconomic risks were also considered for RM TTS, with
scenarios decreasing UK market share growth, and where the US and European markets
continue to decline.
Treasury risks
The Directors assessed the risk associated with not securing lending facilities beyond the
maturity date of the current banking arrangements, which are described in more detail below
this table.
Cyber attack
Scenarios considering disruption to the various platforms used by the Company were
considered. It was concluded that the latest available tools used by the IT security team,
use of external experts to test and improve security posture, cloud-based platforms, and an
independent ISAE3402 report in respect of the Company’s primary accounting software provide
adequate mitigation to the risk.
Failure to deliver new and changed
solutions
The impacts of a material reduction in the medium-term growth rates were modelled as follows:
•
RM Technology – reduction in Connect The Classroom and client hardware targets; and
•
RM Assessment – risks related to delays and options not taken for significant products and
contracts.
Dependency on extensive supply
chain
In RM TTS, scenarios were considered where unforeseen increases in product cost were
absorbed.
Failure to recruit, retain, and protect
highly skilled employees
Scenarios were considered in all three divisions where headcount was reduced, either through
removal of roles or not backfilling attrition.
Non-compliance with legal or
regulatory obligations
Scenarios involving a potential GDPR breach, and non-compliance with foreign taxation regimes
through import and export activity in RM TTS were considered.
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Refinancing risk
While all of the risks outlined could have an impact on the
Company’s performance, when considering the viability of the
Company the Directors have specifically focused on the risk
associated with refinancing.
The Company’s existing debt facility is due to expire on 5 July 2027.
The Company’s debt facility includes an underlying assumption
that the Company would be able to materially deleverage during
the term of the facility. However, in the absence of any divestment
activity having completed by that time, it is highly likely that RM
will need to agree an extension of the current facility with existing
banking partners, or be able to refinance with alternative partners.
Adjusted net debt at the date of this report is £50.6m, and the
Company is not forecasting to materially deleverage during FY26
through organic means as a result of its continuing investment in
its strategy and, in particular, RM Ava. The Company’s medium-
range financial forecasts indicate that, should its strategy and
business plan continue to be successful, it would be able to
materially deleverage via organic means during the latter part of
FY27, and through FY28.
The Directors are confident that the Company will be able to
successfully refinance or extend its debt facility with the following
being key judgements within that conclusion:
• extremely strong relationships with existing lenders who are
demonstrably supportive of RM, its current management team
and the strategic direction of the Company, as evidenced by the
high levels of cooperation and support received by RM’s lenders
during the periods of highest leverage and uncertainty;
• significant progress made to stabilise and strengthen the
business, resulting in delivered reductions in leverage multiples
from 6.5x to 4.0x at the end of FY24, which has been maintained
for FY25; this material reduction in leverage, and the projected
further reduction in leverage helps to position RM as a less risky
proposition for lenders to continue to partner with;
•
the increasing level of liquid assets (such as trade receivables
and property, plant and equipment) provides increasing levels of
security to cover against the debt;
•
significant structural cash outflows are now in the past, reducing,
or under direct management control (such as defined benefit
pension contributions and restructuring costs). These reductions
in structural cash outflows mean that the level of RM’s future free
cashflow generation are more certain. In addition, a far greater
proportion of future free cashflow is available to be used to
reduce debt;
• an achievable business plan demonstrating further organic
deleverage over the next 3 year period, combined with an
executable strategy that allows for further over-achievement –
which existing Lenders are actively engaged with. Supporting
the achievability includes significant contract renewals in the
RM Assessment business, with a maintaining of the c.£100m
contracted order book for a second year, with a transition from
paper to digital examinations delivering higher revenues and
margins; and
• the Company has credible ‘inorganic’ initiatives available which
would significantly deleverage the business to aid a refinancing,
including disposal of non-core assets.
Based on the factors above the Directors have concluded that
the requirement to refinance in July 2027 is not a material risk to
the viability of the Company, as the Directors believe a successful
outcome to be likely, and therefore does not need to be reflected
when assessing the going concern position of the Company,
which as set out on pages 38 and 39
therefore represents a
12-month period from the date of signature of the Annual Report
and Financial Statements.
Governance and assurance
The Board reviews and approves the medium-term plan on which
this financial viability statement is based. The Board also considers
the period of which it should make its assessment of prospects
and the financial viability statement. The Audit & Risk Committee
supports the Board in performing this review. Details of the Audit
& Risk Committee’s activity in relation to the financial viability
statement are set out in the Audit & Risk Committee Report on
page 98.
Assessment of viability
The Board has assessed the viability of the Company and, based
on that assessment, the Directors have a reasonable expectation
that the Company will be able to continue in operation and meet
its liabilities as they fall due over the period to November 2028,
and that the risks assessed have adequate mitigations in place.
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.
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Financial viability
statement
continued
Overview
Strategic Report
Corporate governance
Financial statements
Overview
Strategic Report
Corporate governance
Financial statements
At RM, we believe that being a responsible business is synonymous with being the
purpose-led business we are, and sustainability is essential to our customers, employees,
and our business. Our sustainability objectives are aligned to the UN sustainable
development goals and the Paris Agreement.
During FY25 RM has continued to focus on delivering its environmental commitments, and is proud to have achieved a further reduction in
scope 1 and 2 emissions of 18% and all emissions scopes by 37%. RM has reduced its scope 1 and 2 emissions by 68 tons and is significantly
ahead of our projection to achieve net zero emissions on scope 1 and 2 targets. Scope 3 emissions have reduced by 37% year-on-year, with
further detail on page 60. RM continues to refine its scope 3 reporting to enable accurate tracking against its goal of net zero on all scopes
before 2050. FY26 will see RM launch its first comprehensive Environmental, Social and Governance (ESG) strategy, enabling the business
to deliver for both people and the planet. The strategy creates a new set of objectives aligned to the wider focus of ESG, which has been
possible through the completion of the previous environmental focused objectives as set in FY22.
Sustainability Report on
pages 50 to 54.
Workforce on
page 70
.
Social Value on
page 67
.
Environment and climate
Reducing our
carbon emissions
Waste and the
circular economy
Employees
Employee health,
safety and
wellbeing
Building a diverse,
inclusive and
equal workplace
Social value
Enriching the lives
of learners
Supporting our
communities
Table 1: RM sustainable business priorities
Below we set out:
• the governance of sustainability (page 50);
• our sustainability strategy and environmental improvement
programme (page 52);
• Task Force on Climate-related Financial Disclosures (TCFD)
reporting, including environment metrics (pages 54-61);
• climate related financial disclosures (CFD) (pages 62-64); and
• social impact (pages 66-67).
Governance of sustainability and climate-related
matters
Governance is an important aspect of making sure RM is focusing
on material risks and opportunities and is delivering against its
sustainability and climate related matters action plan. It also ensures
that our sustainability and climate priorities align with RM’s strategy and
reflect the needs of all our stakeholders. RM set eight environmentally
focused, far reaching, impactful targets in FY21. Since 2021, significant
progress has been made against these (see section Environmental
Improvement Programme on page 52).
Since 2022, RM has expanded
its focus from exclusively environmental to incorporate the wider
social and governance matters (ESG), the actions in these areas are
outlined in our social value section on pages 66-67 and our approach
to governance is outlined on page 50.
During FY26, RM will implement its 2026- 2038 sustainability strategy
which will set out RM’s approach to ensuring we deliver best in
class environmental, social and governance risk and opportunity
management for RM, our customers, colleagues and the wider
community in which we operate.
RM’s Head of Sustainability is primarily responsible for all matters
relating to ESG, and leads on Environment, having over 15 years of
experience in energy/carbon management and reporting for UK
PLCs. Social is led by the Communications Director, with 20 years
of experience in marketing and communications. Governance is led
by our Company Secretary, who has 20 years of experience. Jamie
Murray Wells, the ESG Committee Chair, was the founder of Glasses
Direct and has extensive business and supply chain management
experience.
RM continues to ensure strong governance of sustainability and
climate change through:
•
biannual meetings of the Board ESG Committee, consisting of
all Non-Executive Directors, responsible for strategic oversight,
monitoring and reporting. Overall responsibility for ESG continues
to sit with the Board;
•
ESG Committee has reviewed FY25 progress and approved
priorities for FY26;
•
RM Executive and ESG committee has approved the new ESG
strategy;
•
Jamie Murray Wells (ESG committee Chair), meets with the Head
of Sustainability, Communications Director, and Chief People
Officer monthly to discuss ESG matters and overall progress
against targets;
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Sustainability
report
Table 2: Approach to governance of sustainability and climate
RM plc Board
Responsible for approval of ESG strategy and overarching decision making. Receives reports on ESG from the
Board Committee.
Board Audit and Risk Committee
Climate related risks are added to the Company
risk register and reviewed by the Audit and Risk
Committee alongside the wider risk landscape.
Climate change is included in the Company
risk register.
Board ESG Committee
Meets twice per annum for strategic oversight
of ESG topics, including TCFD, measures and
integration across other Board priorities. Includes
alignment with Audit and Risk Committee and
broader strategic alignment with the Board.
Responsible for monitoring progress and making
recommendations to the Board where it believes
action or improvement is required.
Executive Committee
Executive level sponsorship and biannual Executive Committee review of ESG plans, TCFD, metrics, progress,
and strategy alignment across RM plc. Review of risks across the Company. RM carbon emissions are reported
to the Executive Committee at least annually, but quarterly or monthly where the data source supports greater
frequency. Since FY24, the Executive Committee has been provided with carbon emissions split by each
division on a quarterly basis. Following the annual production of the Carbon Reduction Plan by the Head of
Sustainability, the plan is reviewed and approved by the Chief Executive.
Divisional Sustainable Development Working Groups
Representatives from each division and function. Responsible for leading sustainability-related work in each
team and executing on the plans and priorities for each division or function relating to the Company ESG
strategy and compliance, as well as ensuring that RM remains focused on delivering its carbon reduction
targets. The groups also identify risks and opportunities presented by climate change and communicate these
to the Sustainable Development Governance Panel.
Governance
Head of sustainability
Management
Sustainability
report
continued
•
RM has transitioned from a company wide ISO 14001
accreditation to a divisional accreditation model. RM TTS has
obtained certification in June 25, RM India in May 25, RM
Technology planned for Q2 FY26 and RM Assessment in Q3 FY26.
This enables each RM division to create and deliver environmental
management systems that are aligned to their stakeholders’
requirements and deliver targeted and effective environmental
management. RM’s Head of Sustainability remains the subject
matter expert for all divisions and supports the working groups;
•
the Head of Sustainability is responsible for RM’s approach and
delivery of the governance of sustainability and climate related
matters, which includes delivery of the ESG agenda across RM.
The role is also responsible for ensuring compliance with all
environmental, climate change and applicable ESG legislation;
•
the annual review of all principal and emerging risks have been
assessed to understand their materiality to RM. Following this
review the financial materiality remains at £400,000; and
•
the Executive Committee consider the principal and emerging
risks which includes ESG related matters, where applicable.
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Overview
Strategic Report
Corporate governance
Financial statements
The Head of Sustainability is responsible for all ESG risks and
management, including monitoring and escalating climate-
related risks and disclosures via the Sustainable Development
Working Groups and other channels to Executive Sponsor, and
the Board ESG Committee. All risks relating to climate change and
sustainability are captured in the divisional risk registers. Where risks
meet the threshold for escalation, they are incorporated into the
Company risk register.
Principal and emerging risks are reviewed quarterly by the Chief
Executive and Chief Financial Officer and twice yearly by the
Board as part of the Company’s risk management process and
any material financial implications of climate risk and potential
impact on RM’s financial statements are shared with the Board. RM
considers climate as a risk to continue to monitor and the level
remains unchanged from the FY24 annual report. RM however
recognises that the ability to maintain the temperature rise to 1.5
degrees celsius is becoming increasingly unlikely and will monitor
the scientific advice on the matter and adjust our TCFD analysis to
reflect these changes.
The Executive Committee is updated at least quarterly by the
Head of Sustainability on all ESG matters. The review looks at the
progress of the priorities for the year, highlights any significant risks
or opportunities to RM and reviews the volume of carbon output
throughout the period. The information is used to ensure that RM
continues to deliver its ESG and climate goals and these are aligned
to, and support, the business strategy.
Climate risks and opportunities are principally identified via the
divisional working groups and the Head of Sustainability. The risks
and opportunities presented by climate change to each divisions’
operations, customers and supply chain vary considerably. Due to
this variation across the divisions, it would not be effective to have
a high-level identification of climate change risks.
All existing and any newly identified risks by the working groups in
combination with the Head of Sustainability are integrated into the
ISO 14001 risk registers. These registers mirror the format of the
Company risk registers. If a risk is above the divisional acceptance
level then the risk is added to the Company risk registers. The
risk assessment process at the divisional and Company level is
consistent, risks are assessed for likelihood and impact, and the
risk score then determines the response at each level. Every risk,
including accepted risks have a risk action plan with a target
completion date.
Risks that affect the overall Company, or where risk responses are
managed at Company level (such as real estate), are principally
identified and mitigated at a Company level. All risks identified at
the divisional level are recorded in the ISO 14001 risk registers for
each working group. Significant risks and those requiring Company
mitigation or input are escalated and recorded in the Company
risk register. The ISO 14001 registers are reviewed quarterly by
the divisional working groups, and the Company risk registers are
reviewed quarterly with the Head of Sustainability and Company
Risk Manager.
RM continues to capture our direct business emissions monthly,
which enables RM to track and if required take corrective actions
to ensure we are meeting our long-term goals of net zero. RM
continues to provide its key customers with detailed information
on our carbon emissions, including carbon emissions arising from
our products and services.
Sustainability and climate improvement
Improving RM’s sustainability and climate performance is now
well embedded throughout RM, from our divisional employee-led
ISO 14001 working groups to the ESG Committee of the board,
sustainability is not seen as a “nice to have” but is recognised as a
business-critical activity.
FY25 has seen continued efforts to reduce RM’s environmental
impact, leading to a further year-on-year reduction of scope 1 and
2 emissions of 18% and all emissions scopes by 37%. The following
initiatives have been undertaken:
•
calculated and published carbon impact of our products and
services to key customers;
• delivered SEND focused UK volunteering programme;
•
defined and reported on RM’s inherent social purpose (see social
value report);
• continued to focus on reducing real estate carbon
emissions; and
• developed ESG strategy.
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Figure 1: UN Sustainable Development Goals for Environment
• Remove
hazardous
content in
products;
• Prevent leakage
and spillage of
substances.
• Energy
efficiency;
• Renewable
energy;
• Renewable
energy
purchasing.
• Reduce material
consumption;
• Re-use,
re-manufacture
or recover
products and
materials.
• Achieve net
zero carbon;
• Plan for climate
resilience.
• Eradicate
single-use
plastic;
• Buy
ocean-bound
plastics and bio-
and recycled
plastics.
• Sustainable
products and
materials;
• Support
reforestation
and biodiversity.
RM has continued to deliver on our
commitment to reduce the environmental
impact of our products and services. In
FY26 RM will focus on the delivery of a
wider set of ESG focused objectives, while
remaining committed to its commitments
on net zero, through the development of
our new ESG strategy.
RM’s 2025 Commitments
• Net zero carbon
– Achieving RM’s
stated commitment in its carbon
management plan of achieving net
zero on scopes 1 and 2 by 2035 and
all scopes by 2050. RM defines net
zero carbon as completely negating
the amount of greenhouse gases
produced by RM’s business activities.
Following the publication of the RM Net
Zero Transition Pathway in FY24, RM is
seeking to achieve net zero without the
use of carbon offsets. Currently RM is
assessing the most effective, measurable,
and socially impactful methods of
removing carbon from the atmosphere.
RM is considering the use of both
sequestration and offsetting;
• Waste reduction and circular economy
–
Reduction of up and down stream
waste and implementation of circular
economy principles into our value
chain; and
• Partnerships –
RM to support and foster
collaboration between our partners,
suppliers, and customers to enable
the improvement of environmental
performance for all our stakeholders.
Progress against the improvement areas
is primarily the responsibility of the Head
of Sustainability. Quarterly updates are
provided to the Executive Committee
and bi-annually to the ESG Committee
on all ESG matters. Table 3 on page 53
shows that RM has completed, or is on
track to complete, all of its environmental
focused objectives set in FY22. The new
ESG strategy enables RM to deliver a
much wider range of objectives across
the environmental, social, and governance
spectrum. These, and progress against
them, will be outlined in the FY26 Annual
Report.
Environmental improvement programme
We used the UN Sustainable Development Goals (see Figure 1) as part of the development
of our sustainability strategy and used this alongside the key environmental and climate
change risks and opportunities to develop our corporate and divisional environmental
improvement programme (see Table 3).
Through the development of RM’s new ESG strategy, a full review of alignment with the UN SDGs was conducted and RM continues to
align with the SDGs outlined below.
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Sustainability
report
continued
Overview
Strategic Report
Corporate governance
Financial statements
Item
Objective
Progress
BRAG
1
Net zero scope 1 & 2
by 2035
In FY24 RM delivered a scope 1 and 2 year-on-year reduction of 72% through
implementation of zero carbon electricity contracts and real estate reduction.
These have not repeated for FY25 as expected, but RM has organically delivered a
reduction of 18%, and remains on track to deliver this objective ahead of target.
2
Measure and set
targets for scope
3 and provide
customers with
scope 3
RM continues to monitor and measure its scope 3 impacts and work with suppliers
to develop strategies to reduce its scope 3 impact. Three major Assessment
customers are now provided with quarterly reports on the carbon emissions from
the products and services they purchase from RM.
3
Zero to landfill by
2030
Harrier Park and Milton Park send no waste to landfill; all waste that cannot be
recycled is sent to waste facilities for energy generation. However, RM is committed
to increasing recycling and the circular economy of the waste arising from our
operations.
4
Reduce waste from
packaging
RM continues to measure and investigate options to reduce the non-recyclable
packaging from our own-IP products.
5
Develop new
labelling for RM
TTS’ branded Eco
products
RM has undertaken a review of Eco labels and, following this review, RM now
describes the sustainability of a product in the product description, enabling our
customers to make more informed decisions about sustainability.
6
Run workshops
in 2025 with key
customers and
suppliers
RM has held meetings with key Assessment customers to discuss alignment on the
delivery of respective net zero and wider sustainability targets. RM now provides a
quarterly carbon footprint report.
Blue
Completed
Green
Ongoing, commitments to net zero remain in new strategy
Amber
Ongoing, continued into new strategy
Table 3 – Review of progress against environmental commitments
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Overview
Strategic Report
Corporate governance
Financial statements
Statement of compliance with TCFD
RM plc understands and recognises that
its business has an effect on the climate.
Since 2015 RM has sought to understand
through measurement, setting of targets,
and commitments and delivering against
these, to reduce its impact. RM is committed
to meeting the requirements of LR 6.6.6R(8)
and believes that we are fully compliant with
nine of the eleven disclosures except for the
following matters:
•
Strategy b) - RM believes that we are partially compliant.
RM
has refined financial impacts of climate related risks through
its financial impact assessment. Further refinement is required
following further scope 3 disclosures in FY26 and FY27.
•
Metric and targets b) - RM has full disclosure of its scope 1 and
2 carbon emissions. Significant work has been undertaken on
disclosure Category 1 Purchased Goods and Services, and the
output from this is reported on pages 62-64. RM is committed to
reporting Categories 2 and 11 by FY27.
The climate-related financial disclosures made by RM plc comply
with the requirements of the Companies Act 2006 as amended
by the Companies (Strategic Report) (Climate-related Financial
Disclosure) Regulations 2022.
In doing this we considered sector guidance, publications,
and reports by leading climate risk research and organisations
including the United Nations Framework Conference on
Climate Change, the United Nations Environment Programme
(UNEP), Intergovernmental Panel on Climate Change (IPCC)
and the UK Committee on Climate Change and Climate Central
mapping tools.
In addition to scope 1 and 2 emissions, RM has committed to
increasing the categories of scope 3 that it discloses. Category
1 was identified in FY21 as material and as such was the focus
for calculation in FY24. RM has now calculated the category 1
emissions for 80% of its supply chain by spend. The summary and
methodology is outlined on pages 60-64. Utilising the spend based
methodology outlined above, RM was able to calculate its category
1 FY15 (baseline year) emissions which have been added into the
reporting.
The table below sets out where in this Sustainability Report the
disclosures are to be found:
Governance
Describe the Board's oversight of
climate-related risks and opportunities
50
Describe management's role in assessing
and managing climate-related risks and
opportunities
50
Strategy
Describe the climate-related risks and
opportunities the organisation has identified
over the short, medium, and long-term
57
Describe the impact of climate-related risks
and opportunities on the organisation's
businesses, strategy and financial planning
57
Describe the resilience of the organisation's
strategy, taking into consideration different
climate-related scenarios, including a 2°C or
lower scenario
55
Risk management
Describe the organisation's processes for
identifying and assessing climate-related risks
55
Describe the organisation's processes for
managing climate-related risks
55
Describe how processes for identifying,
assessing and managing climate-related risks
are integrated into the organisation's overall
risk management
55
Metrics and Targets
Disclose the metrics used by the
organisation to assess climate-related risks
and opportunities in line with its strategy and
risk management process
62
Disclose Scope 1, 2 and if appropriate Scope
3 greenhouse gas (GHG) emissions and the
related risks
62
Describe the targets used by the organisation
to manage climate-related risks and
opportunities and performance against
targets
62
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54
Task Force on Climate-related
Financial Disclosures
Overview
Strategic Report
Corporate governance
Financial statements
Background for TCFD risk
assessment
RM has undertaken its climate risk assessment in-line with the
Company process for assessing, measuring, and monitoring risk.
The Company risk register includes climate change. Climate and
environmental risks remain integrated into the Company risk
management process. Governance of climate risks is outlined on
page 50.
We have global customer and supply chain bases and climate
change will affect them all, from relocation to adapting their
operating model to accommodate the impact of migration or
weather interruptions. RM continues to use its in-house developed
climate change risk model to assess its own locations, and those of
key stakeholders, against the effects of climate change.
We have used TCFD guidance templates to assess physical and
transitional climate-related risks and opportunities, using our
corporate risk scoring methodology for two climate scenarios,
based on the IPCC 6th Assessment report.
The TCFD risk assessment criteria was developed during FY24
to ensure alignment with the Company risk assessment process.
During FY25 a full review has been conducted and no material
changes identified. The likelihood and impact have been updated
from numbers to words and the risk scoring replaced with the level
of financial materiality up to a maximum threshold of £400,000
.
The likelihood scoring reflects the impact the risk or opportunity
could have on RM up to 2050, when climate change and extreme
weather events are expected to have a significant impact on the
ability of RM, its customers or suppliers, to adapt. RM defines
a significant event as one requiring immediate and sustained
response from the Executive and Board. When considering the
impact, this refers to the impact on profit from that risk within a
single financial year and the climate scenario in which the financial
impact is likely to be most material.
RM has based its assessment on three climate warming scenarios,
that are based on the Intergovernmental Panel on Climate
Change (IPCC) range of Shared Socioeconomic Pathway models
(SSPs).
1.6°C by 2050 (SSP1–1.9)
This scenario uses the IPCC model in which the global mean
temperature rise is limited to 1.6 degrees celsius by 2050. To enable
this scenario, transitional risks are significant and physical risks are
limited.
2.7°C by 2050 (SSP2–4.5)
This scenario uses the IPCC model in which the global mean
temperature rise is limited to 2.7 degrees celsius by 2050. In this
scenario, the global response to climate change is limited in the
short-term, thus limiting the transitional risk until the medium-term
where this comes into effect, increasing the short, medium, and
long-term frequency of physical risks.
4.4°C by 2100 (SSP5–8.5)
Global policy shifts away from prevention towards adapting to a new
climate, leading to a global temperature rise of 4.4°C by 2100. In this
scenario RM will see physical risks increase in the long term and the
shifts in climate become embedded, leading to the transitional risk
reducing over the short to medium period and becoming negligible
in the long-term.
The climate scenarios above have been chosen as they represent
the most likely warming scenarios by 2050, with the addition of
4.4°C by 2100 scenario.
Following the review in FY25, RM now considers a 2.7°C degree
rise by 2050 the most likely scenario, based on current global
temperature trends and scientific consensus.
TCFD risk
assessment
criteria
Impact
<£75k
£75–200k
£200–350k
£350–400k
>£400k
Very low (negligible)
Low (minor)
Medium
(moderate)
High (major)
Very high
(catastrophic)
Likelihood
Very likely
Likely
Possible
Unlikely
Very unlikely
High
Low
Medium
TCFD risk assessment criteria
Table 4
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55
While RM now believes the most likely scenario is a 2.7 degree
celsius rise in global temperatures, RM still believes that in the
short-term we are a low-risk operation in terms of climate risk. This
conclusion is based on, but not limited to, the factors below:
•
our TCFD assessment shows there are minimal financially material
risks in the short-term;
•
the identified risks are all in the medium to long-term, allowing RM
sufficient time to mitigate them;
•
mature and tested working from home and business continuity
solution;
•
limited concentration of revenue with any single customer or
geography likely to be materially impacted by climate change in
the short-term;
•
development and approval of net zero transition plan to deliver
net zero scope 1 and 2 by 2035;
•
RM’s supply chain is diverse, and through the use of third-party
manufacturers, the Company is able to respond to events by
changing suppliers. RM is in regular communication with our key
suppliers to discuss their climate mitigation plans to ensure our
supply chain understands, and can respond to, the risks presented
by climate change; and
•
RM continues to make progress towards its net zero target
and is now working with customers to help deliver their
sustainability goals.
The definitions for time periods are consistent with RM’s business
planning and its published commitments and the wider regulatory
landscape.
•
Our short-term time scale is aligned to RM’s short-term business
planning cycle in 2026;
•
no physical risks are expected to be material in the short-term
under either scenario, but the transitional risk of policy changes
could be material in the short-term.
•
Medium-term is aligned to RM’s net zero commitment on scope 1
and 2 - 2026 to 2035;
•
all the transitional risks identified have potential to become
material in the medium-term and will be monitored
accordingly. In the 2.7 degree celsius scenario, physical risks
have the potential to be material.
•
Long-term is aligned to the UK government net zero 2036-2050;
•
all of the risks identified are likely to be material risks in the
long-term. This timescale will enable RM to assess and plan its
response. Mitigation of these risks is an ongoing process, and
remains under constant development. Currently real estate
and supply chain mitigations have undergone the most review,
and an overview of the mitigations in these areas are outlined.
RM is able to review its locations on a 5-10 year cycle which
enables RM to move locations should climate risks become
material in that location. RM seeks to accelerate the move to
digital services reducing our supply chain and travel risks.
We have set the materiality threshold at £400,000 or more per
annum which management believe constitutes an appropriate level
of financial impact.
This analysis has identified the following risks and opportunities
which have the greatest potential to become material for the
Company across physical risks (both acute and chronic) and
transition risks relating to climate change. Each impact has been
linked to the identified timescale of short (S), medium (M) or long (L).
RM plc
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56
Task Force on Climate-related
Financial Disclosures
continued
Overview
Strategic Report
Corporate governance
Financial statements
Risk type
Summary statement
Risk/Opportunity description
Scenario
Impact
Timeframe
1
Transition
Carbon tax/new GHG
emissions taxation
RM faces increases in external material,
production and transportation costs due
to national or international government
legislation designed to reduce emissions.
Taxation designed to reduce carbon, plastic
packaging, and drive the circular economy
will increase internal costs at RM.
1.6°C by 2050
2.7°C by 2050
4.4°C by 2100
2
Transition
Enhanced emissions
reporting obligations
RM is required to report against national and
international sustainability reporting legislation
that requires high-quality data, and analysis
will require further specialist resources.
Failure to comply with legislation such as
EU deforestation regulation could see the
withdrawal of products from sale in certain
markets.
1.6°C by 2050
2.7°C by 2050
4.4°C by 2100
3
Transition
Mandates on, and
regulation of, existing
products and services
Own-IP products account for a significant
proportion of RM TTS revenue. As legislation
is implemented to drive sustainable material
and packaging, this will require product or
packaging redesign, leading to increased
costs, potential product launch delays, or
products withdrawn from sale.
1.6°C by 2050
2.7°C by 2050
4.4°C by 2100
4
Transition
Energy demand stress
on local and national
electrical generation
and distribution
networks
RM faces increases in external material,
production and transportation costs due
to national or international government
legislation designed to reduce emissions.
Taxation designed to reduce carbon, plastic
packaging, and drive the circular economy
will increase internal costs at RM.
1.6°C by 2050
2.7°C by 2050
4.4°C by 2100
5
Transition
Increased production
and shipping costs
Reduced availability of products and raw
materials, leading to increased costs and
delays due to long-term shifts in climate and
extreme weather events, where products and
materials are sourced from.
1.6°C by 2050
2.7°C by 2050
6
Product orders
delayed or terminated
4.4°C by 2100
7
Physical
(Acute)
Increased severity
of extreme
weather events
Reduced revenue from decreased production,
absenteeism, reduction/closure of customer
operations, or short-term loss of RM sites/
infrastructure, due to disruptions to RM and
customer operations as a result of extreme
weather events.
1.6°C by 2050
2.7°C by 2050
8
Physical
Rising sea levels
4.4°C by 2100
9
Physical
(Chronic)
Rising sea levels
mean temperature
rise and changes in
water security
RM has a global operational footprint that it
is seeking to expand. Extreme weather and
effects of climate change could place RM
operational and customer locations at risk
from the effects of these changes leading to
these locations becoming unviable.
1.6°C by 2050
2.7°C by 2050
4.4°C by 2100
10
Opportunity
– resource
efficiency
Highly efficient low-
carbon operations
Reduced operating costs, reduced exposure
to fossil fuel price increases, reduction in
emissions.
1.6°C by 2050
2.7°C by 2050
4.4°C by 2100
11
Opportunity
– products
and services
Shift to digital
The move to digital first education opens
significant opportunity for RM as a leader in
EdTech. Shift to digital offers significant cost
and carbon savings. Low-carbon products
become differentiators in tendering evolution.
1.6°C by 2050
2.7°C by 2050
4.4°C by 2100
12
Opportunity
– Markets
Cost of capital
RM’s market leading sustainability
performance opens green financing
opportunities, providing access to lower
interest rates.
1.6°C by 2050
2.7°C by 2050
4.4°C by 2100
Table 5 TCFD risk and opportunity review - impact and timeframe
Impact
Timeframe
Low
Medium
High
Short
Medium
Long
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57
Risk Mitigations
1.6°C by 2050
2.7°C by 2050
4.4°C by 2100
1
The transition through the new product
development (NPD) process enables RM
to assess sustainable materials at design
stage, reducing risk of taxation impact. RM
has a net zero target by 2035 reducing
any GHG tax liability significantly. The
timeframe of this risk enables RM to react
without significant balance sheet impact.
RM has a strong focus on sustainability
and low-carbon products and services,
but must remain competitive. In this
scenario the transition will remain,
however significant shifts in material
choices may occur in the longer term.
RM has a strong focus on sustainability
and low-carbon products and services,
but must remain competitive. In this
scenario the transition will remain,
however significant shifts in material
choices may occur in the longer term.
2
RM has a mature and well-developed
approach to compliance reporting and
ensures that it exceeds minimum data
reporting levels. We are monitoring
proposed national and international
legislation changes. While changes in
this scenario are foreseen, the speed of
implementation and scope of legislation
is manageable within current reporting
structures.
This scenario shows that significant
requirements will be in force in the
medium to long-term and will require
in-depth reporting and response to
legislation. RM has a mature process, but
this scenario may require more resource
during peak reporting periods in the
medium to long-term.
This scenario shows that significant
requirements will be in force in the
medium to long-term and will require
in-depth reporting and response to
legislation. RM has a mature process, but
this scenario may require more resource
during peak reporting periods in the
medium to long-term.
3
RM has implemented horizon scanning
for legislation that is now part of the
regular Senior Leadership Team (SLT)
meetings. Any changes are assessed and
early mitigations developed.
RM has implemented horizon scanning
for legislation that is now part of the
regular SLT meetings. Any changes are
assessed and early mitigations developed.
RM has implemented horizon scanning
for legislation that is now part of the
regular SLT meetings. Any changes are
assessed and early mitigations developed.
4
RM only uses data centre providers with strong ESG programmes that invest in local and regional programmes to ensure that all
data centres are net zero and have no negative impact on local electrical systems.
5
RM has a network of global suppliers that can be engaged should current suppliers or distribution networks become unviable.
Onshore manufacturing of key IP has been reviewed as part of business continuity planning.
6
7
RM’s business continuity plan enables full global remote working, and full transfer of
customer service delivery to remote solutions. Should certain global locations become
difficult to travel to or operate from as a result of extreme weather events, RM can
transfer operations to other parts of the affected country, or a different country. RM
considers short and long-term climate impacts when selecting operational locations.
This scenario could lead to significant
issues for our southern hemisphere
operations and customers. RM will
monitor global temperature from 2035
and develop plans should this scenario
become more likely.
8
9
Combined with the risk mitigation of the acute risks, RM will consider all renewals of
property with climate risk in mind. RM operational sites have been assessed against
climate risk factors including sea level rise, river flooding, extreme heat/cold, high
winds and wild fires. This assessment is carried out on an annual basis and every time
a new office location is proposed.
10
RM’s focus on low-carbon sustainable products and services, and drive for highly
efficient operations, enables it to have a significantly lower cost of production/service
delivery.
This scenario predicts a slow update in
sustainability practices, however owing
to the digitalisation and cost reduction
offered by RM products and services,
RM does not foresee at this stage this
scenario impacting our opportunities.
11
Core business alignment to greater digitalisation for Technology and Assessment
Divisions. Increasing customer requirements to reduce paper for examinations,
driving the shift to digital. RM’s low-carbon products and services provide a significant
competitive advantage.
12
RM’s low-carbon operations, and strong ESG programme, enable it to attract a larger
range of investors and better access to capital.
Table 6 TCFD Risk and Opportunity review – Mitigation and balance sheet materiality
RM plc
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58
Task Force on Climate-related
Financial Disclosures
continued
Overview
Strategic Report
Corporate governance
Financial statements
Balance sheet materiality
1.6°C by 2050
2.7°C by 2050
4.4°C by 2100
1
GHG tax after 2035 > £20–£200k
GHG tax after 2035 > £20–£200k
GHG tax after 2035 > £20–£200k
2
£20k
£40k
£40k
3
10% of cost of sales
25% of cost of sales
25% of cost of sales
4
10% increase in data centre cost above
inflation
6% increase in data centre cost above
inflation
3% increase in data centre cost above
inflation
5
£150k
£350k
£500k
6
7
1% profit per year immediately
5% profit per year immediately
20% profit per year from 2040
8
9
Buildings cost 10% per annum above
inflation, driven by additional cooling
requirements
Buildings cost 25% per annum above
inflation, driven by additional cooling
requirements
Buildings cost 40% per annum above
inflation, driven by additional cooling
requirements
10
The greater increase in digital service delivery reduces the needs for our engineering
teams to travel to customer sites. RM continues to use virtual meetings instead of
flying to customers. This trend is set to continue as we seek to achieve net zero. As a
result, building and travel costs are 20% below market average
The shift to digital remains, however
customers do not consider
environmental factors as strongly so face-
to-face customer meetings/site visits do
not reduce significantly. The net result is
travel and buildings costs are 5% below
market average
11
Increase tender win rate by 20% above predictions
Environmental performance of products
and services are not as highly sought after
by customers. Tender wins 10% above
predictions
12
Cost of capital is reduced by 5%
Cost of capital is reduced by 5%
Table 7 TCFD Risk and Opportunity Review – Balance sheet materiality
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59
Reduction in Scope One company car
emissions
During FY25 RM transitioned to a model of car allowances,
and personal cars for business travel. Emissions relating to
these are now reported in scope 3. Due to a reduction in
company cars for the past couple of years, the overall rise in
scope 3 emissions from this change is 17%.
01
Company cars – India
Further data auditing during FY25 has found that two cars
used by RM staff and visitors in India were omitted from
the scope 1 report in FY24, so correspondingly the data has
been included in FY25 and FY24 has been restated. The
inclusion has added 6 tons of CO
2
e to the FY24 total carbon
emissions and 19,966 kWh, which has had no material
impact on the overall prior year reported emissions.
02
Reduction in gas consumption
Gas consumption from RM’s Sherwood Park distribution
centre was material to RM’s gas emissions. Following a
full-year of this site being closed, the reduction in gas
consumption is expected. RM does not expect to see
significant reductions in gas consumption in the near future.
03
The identified risks above are all material in the long-term, and some have the potential to
become material in the medium and short-term. The likelihood and impact of these risks
become more acute as the temperature scenarios increase.
For FY26 an ESG target is in place within the transformation objectives
component which makes up one third of the Executive Directors’
annual bonus. Details of this target is disclosed in the 2025 Directors’
Remuneration Report.
To reduce both the likelihood and impact of these risks, RM is tracking
its performance against its environmental commitments using the
GHG protocol and UK GHG conversion factors to calculate our
environmental impact including greenhouse gases emissions, water
use and waste management. RM’s FY25 position is outlined in table 9
below. RM keeps under constant review the risks and the likelihood of
each of the warming scenarios, as these are updated and revised.
RM at present has not set an internal carbon price.
With the new
carbon border adjustment mechanism being introduced by the UK
Government, RM is now developing our response to this legislation
and how it will impact RM, specifically our TTS business.
RM’s key environmental commitments are;
•
Net zero carbon on scopes 1 and 2 by 2035
•
Net zero carbon on all scopes by 2050
• Zero to landfill target by 2030
•
Reduce packaging volumes from own brand products
RM will expand its scope 3 reporting to include category 11 emissions,
as this category has been identified as the most material after category
1. RM has used the CDP technical note “Relevance of scope 3
categories by sector” to determine the most material categories of
scope 3. RM is developing category 1 reporting, with focus on data
centres and manufacturing. Working with our suppliers, RM aims
to establish accurate carbon footprints relating to these activities,
enabling RM to work with these suppliers to reduce the impact of
these operations. This work is ongoing and results will be included in
our future annual disclosures.
RM is provided with monthly data from our waste management
providers disclosing volumes arising from disposal methods for our
waste streams. RM regularly meets with our waste management
supplier to review our waste strategy and how this can be improved to
both reduce overall waste volumes and increase the recycling rates.
To meet the requirements of legislation such as the Extended
Producer Responsibility and Plastic Tax, RM has over the past three
years established a significant database of the products that are sold,
which includes the packaging type and weight as well as details on
the products. A project to investigate the highest impact packaging,
which was deemed to be non-recyclable plastic, has begun and RM
will over the next years, in partnership with our suppliers, seek to
reduce the overall volume of plastic packaging while also ensuring
where packaging is required it is made from recycled materials and
can continue to be recycled.
RM annually reviews all the data it reports in its annual environmental
disclosures. All changes implemented since FY23 reporting, along with
commentary on changes from our previous years environmental or
carbon data, are outlined below.
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60
Environmental
metrics
Overview
Strategic Report
Corporate governance
Financial statements
Reduction in recycling
A significant proportion of RM’s previously reported
recycling volume was pallets from our distribution centre. A
project to reuse pallets has led to a significant reduction in
pallets being recycled, which accounts for the reduction in
tons of recycling reported.
04
Reduction in purchased goods and services
Over 60% of RM’s category 1 scope 3 emissions were
related to a single supplier, who provided an extensive
carbon footprint covering actual emissions. The spend with
this supplier has been less in FY25, and so this reduction
in spend accounts for the drop in scope 3 category 1
emissions.
05
Restatement of carbon emissions from FY24
During FY25 the annual audit of the carbon calculation
sheet identified a formula error which has led to an increase
in overall emissions from the previously reported 58,115 to
58,189 tonnes of carbon dioxide. The increase includes the
previously unknown emissions from RM India owned cars.
The change has not affected the reported scope 1 and 2
emissions or overall emissions reductions previously stated
in the FY24 report.
06
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61
Environmental data
The annual quantity of energy consumed from activities for which
the Company is responsible is set out below. The data covers
scope 1, 2 and 3 data from RM global operations. The data is
provided via RM’s finance system or third-party suppliers.
During the reporting period, RM has continued to seek to improve
the energy efficiency of its operations. Actions have included
improvements to RM’s building energy management systems
through the alignment of operation of all building internal
heating, cooling, lighting and other environmental systems to the
operational hours of the building to ensure that energy waste is
minimised.
All utilities data is reported in kWh, and business travel by both
personal (scope 3) and company cars (scope 1), trains and air travel,
is reported in miles.
The FY25 data for scope 1, 2 and 3 can be compared to FY24
consumption and the baseline year of FY15. This now includes
scope 3 category 1 Products and Services.
Data is collected in kWh that relates to the consumption of gas and
electricity from suppliers and uses metered data.
The annual quantity of business travel undertaken by company
vehicles is outlined below. The data is collected in miles and covers
all business mileage undertaken in company vehicles. The data
is supplied from RM’s expenses system, all data is converted and
reported in kWh apart from air travel.
RM Group environmental data
Table 8
Scope
Source
Country
Units
FY25
FY24
% change
Baseline
1
% change
Scope 1
2
Business travel (company cars)
UK
kWh
–
10,929
-100%
934,540
-100%
Business travel (company cars)
Australia
kWh
–
–
–
18,568
–
Business travel (company cars)
India
kWh
9,185
11,182
-18%
–
–
Gas
UK
kWh
476,233
476,233
0%
2,674,793
-82%
Scope 2
3
Electricity
UK
kWh
1,536,867
1,214,936
26%
4,429,205
-65%
Electricity
India
kWh
288,579
310,990
-7%
884,714
-67%
Electricity
Australia
kWh
–
–
Scope 3
4
Purchased Goods and Services
Group
Number of
Suppliers
129
136
-5%
239
-46%
Business travel via personal car
UK
kWh
263,559
291,136
-9%
–
–
Employee travel via third party
India
kWh
732,754
533,550
37%
215,817
240%
Air travel
Group
Miles
360,450
395,480
-9%
3,062,885
-88%
Hotels
UK
Nights
1,206
961
25%
3,313
-64%
Train travel
UK
Miles
131,230
154,686
-15%
187,626
-30%
Waste incineration
UK
tonnes
37
36
2%
–
–
Waste recycling
UK
tonnes
165
132
26%
–
–
Total UK Energy Consumption
2,276,659
1,993,233
14%
8,038,538
-
72%
Total Overseas (kWh)
1,030,518
855,722
20%
1,100,531
-
6%
Total (kWh)
3,307,177
2,848,955
16%
9,139,069
-
64%
1
Baseline relates to the kWh reported in the FY15 Annual Report but updated to take account of the adjustments to remove residual manufacturing impacts that ceased
prior to FY15 and add acquisitions after FY15. All data related to the operation of the Consortium division has been removed from the baseline data.
2
Scope 1 covers the annual quantity of energy consumption in kWh including (a) the combustion of fuel; and (b) the operation of any facility including leased facilities.
Scope 1 included annual mileage undertaken for business purposes via RM’s company car fleet.
3
Scope 2 covers the annual quantity of energy consumption in kWh from the purchase of electricity, heat, steam or cooling by the Company for its own use.
4
Scope 3 covers emissions from RM business activities that are not under RM’s direction control. RM reports on categories 1, 5 & 6. Currently RM reports on three
categories of scope 3 emissions; from FY26 RM will seek to report capital goods category two and use of sold products category 11 emissions.
In the year ending 30 November 2025 scope 1 and 2 as a percentage of total energy consumption for UK is 73% and the rest of the
world 27%.
Emissions reporting
The Group is required to report scope 1 and 2 emissions for all
Group companies within the Annual Report and has elected to
report scope 3 emissions for FY25. The methodology in the GHG
Protocol Corporate Accounting and Reporting Standard (revised
edition) has been applied. The figures include emissions arising
from all financially controlled assets.
The calculation applies to all Group companies. For utilities
emissions captured under scope 1 and 2 the calculation is based
on the kWh data collected for all facilities. For the emissions from
business travel under scope 1 and 3, the mileage of company
vehicles is the base data source.
RM’s scope 3 emissions for waste, water and train travel are from
RM’s UK based operations only. The reported waste data covers
RM’s two distribution centres (single distribution centre since
March 2024) and its Abingdon office, and the water data covers
the distributions centres. Business emissions from travel is broken
out by country, with the UK reporting emissions from the use of
personal cars for business use, and India reporting the use of third-
party travel services for business transport.
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Environmental
metrics
continued
Overview
Strategic Report
Corporate governance
Financial statements
All data has been converted to carbon dioxide equivalents using conversion factors appropriate to the location of the impact. For vehicles,
Defra conversion factors are used for cars based on an average-sized car. All other emissions factors have been selected from the
emissions conversion factors published annually by the Department for Energy Security and Net Zero, or where available emissions factors
published by each country where the emissions were created.
Table 9 Scope 1, 2 and 3 Emissions Report
Full-year carbon emissions
FY25
FY24
Baseline
1
Scope
Source
Country
Tonnes
CO
2
(e)
% Change
year on
year
Tonnes
CO
2
(e)
Tonnes
CO
2
(e)
% Change
from
baseline
Scope 1
2
Business travel (company cars)
UK
-
-100%
8
225
-100%
Business travel (company cars)
Australia
-
-
-
1
-100%
Business travel (company cars)
India
4
-18%
5
-
-
Gas
UK
49
-45%
87
570
-92%
Total scope 1 tonnes CO
2
e
53
-47%
100
796
-93%
Scope 2
3
Electricity
UK
43
-9%
48
1,892
-98%
Electricity
India
206
-7%
222
791
-74%
Electricity
Australia
-
-
-
Total scope 2 tonnes CO
2
e
249
-8%
270
2,683
-91%
Scope 3
4
Purchased Goods and Services
Group
35,632
-38%
57,127
20,361
75%
Business travel via personal car
UK
186
-10%
207
-
-
Employee travel via third party
India
120
24%
149
99
22%
Transmission and distribution
UK
22
-21%
28
94
-76%
Air travel
Group
68
-23%
88
1,017
-93%
Hotels
UK
13
25%
10
46
-73%
Train travel
UK
7
-15%
9
7
6%
Waste Incineration
UK
37
2%
36
-
-
Waste - Recycling
UK
132
-20%
165
-
-
Total Scope 3 tonnes CO
2
e
36,217
-37%
57,819
21,624
67%
Total UK (tCO
2
e)
36,188
-37%
57,812
24,212
49%
Total Overseas (tCO
2
e)
331
-12%
377
891
-63%
Total (tCO
2
e)
36,519
-37%
58,189
25,103
45%
1
Baseline relates to the carbon dioxide emissions reported in the FY15 Annual Report but updated to take account of the adjustments to remove residual manufacturing
impacts that ceased prior to FY15, business travel and add impacts associated with acquisitions after 2015. All data related to the operation of the Consortium division
has been removed from the baseline data.
2
Scope 1 covers the annual carbon dioxide emissions from activities for which the Group is responsible including (a) the combustion of fuel; (b) the operation of any
facility; (c) business travel in company cars.
3
Scope 2 covers the annual carbon dioxide emissions from the purchase of electricity, heat, steam or cooling by the Company for its own use.
4
Scope 3 covers the annual carbon dioxide emissions from a range of business-related activities that are not under RM’s direct control.
Analysis
•
RM has achieved an year-on-year reduction of 18% scope 1 and 2 emissions through a combination of reductions in energy use within
its operations and the removal of company cars.
•
Scope 3 category 1 continues to be material to RM’s overall carbon footprint.
•
Electricity consumption has decreased, driven by further operational controls over RM’s buildings.
•
India travel emissions have increased, and have moved to scope 3, see note 2 on page 60 for further analysis.
•
UK electricity is reported as zero carbon from FY24.
•
RM India carbon emissions from electricity have reduced in line with reductions in employee numbers and real estate rationalisation
•
Scope 3 has reduced significantly, see note 5 on page 61 for further analysis.
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Emission intensity
Emissions have also been analysed using intensity metrics, which enable the Company to monitor how well emissions are controlled on
an annual basis, independent of fluctuations in the levels of activity. The metric used is ‘emissions per £m of revenue’ in line with industry
standards. This is shown in the table below.
Table 10
Tonnes CO
2
e/£m per revenue
FY
2025
FY
2024
FY
2015
Scope 1
1
1
5
Scope 2
2
1
15
Scope 3
222
348
121
Total
225
350
141
Emissions per £m of revenue
Following the increase in RM’s scope 3 data, the emissions intensity has now been updated to include them.
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Environmental
metrics
continued
Overview
Strategic Report
Corporate governance
Financial statements
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Our people are the foundation of our long-term success. During the year, we continued to
invest in creating a workplace where employees feel supported, empowered, and equipped
to thrive. Cross-functional collaboration, open dialogue, and strong leadership have
strengthened our ability to build momentum.
People engagement
We are grateful to everyone who completed the 2025 engagement
survey. The feedback is incredibly valuable, helping us understand
how our people are feeling, what is working well and where we
need to do better. We asked 32 questions and of those, three
make-up the ‘engagement score’. The engagement score rose 4%
from the last survey, completed in November 2024.
We asked
our people
Across the business, our
engagement score is
rating questions
and 2 free text
questions
completed the
survey -
11% less than
November 2024
This is a
4%
increase from
November 2024
Nov 2023
Nov 2024
Oct 2025
32
82%
69%
RM engagement survey 2025
Our engagement scores
57
65
69
Question
November
2024
October
2025
I am proud to work for RM plc
76
76
I would recommend RM plc as a place
to work
62
68
I still see myself working at RM plc in
two years’ time
56
65
The results reflect where we are right now as a business. We are a
long-established EdTech leader, with a strong social purpose - to
enrich the lives of learners. We are also working through a major
transformation and that can feel challenging.
From the comments received it was encouraging that overall,
people feel clear about our vision and positive about the impact of
their work. Flexible working, safety, and colleague wellbeing came
through as standout strengths.
The feedback also highlighted areas we can keep improving,
including providing opportunity to develop skills, embedding
a career framework, progressing with plans to separate shared
systems allowing each division to adopt technology that fits, and
ensuring action takes place because of this survey. Action plans
are being put together at corporate, divisional and team level.
Engagement does not end with the survey. We hold annual face
to face townhalls to set out where we are and where we are
heading, helping people understand the vision and how their
work contributes to it. Virtual divisional townhalls are diarised
throughout the year so teams know when to expect more
detailed updates relevant to their area. We also continue to run
our Workforce Engagement Group, sponsored by non-executive
board member Jamie Murray Wells, which brings representatives
together from all locations and teams, to share information and
feedback on key company initiatives.
Listening will continue to guide how we make RM a place where
people really want to work and feel they can thrive.
Learning and development
This year we strengthened our learning and development
provision, establishing a clear focus on governance and
compliance and building management capabilities. We
enhanced our mandatory compliance training, ensuring
employees have a strong understanding of our ethical standards
and regulatory responsibilities.
To support our leaders, a suite of management training modules
were introduced, designed to improve people management
capability and foster consistent, high quality leadership
behaviours.
The people team partnered closely with the wider business to
identify emerging skills gaps and the future capabilities required
to deliver our strategy. These insights will enable us to design
targeted learning pathways that will equip our people to perform
effectively today while preparing them for the future.
Work has also commenced to embed global career frameworks
and progression mapping, encouraging teams to visualise a
longer career at RM.
Reward and recognition
With increasing employment costs, we continue to take a
disciplined and responsible approach to reward and recognition.
Our priority is to use the budgets available to us sensibly,
ensuring high performance is recognised, critical roles are
retained and where possible, salaries are aligned to market
benchmarks.
Alongside this, a project has commenced to introduce a
global grading structure, designed to harmonise how roles are
evaluated, progressed, and recognised across all geographies,
enabling our international expansion plans. This will support
greater transparency, consistency, and equity in our reward
practices.
Our
people
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Overview
Strategic Report
Corporate governance
Financial statements
Equity, Diversity, and
Inclusion (EDI)
RM is committed to building a
diverse and inclusive Company. We
are proud that our inclusion score
remains joint second highest within
our engagement survey with a score
of 84%.
Our workforce continues to reflect a broad
range of backgrounds and experiences that
strengthen our organisation. Our employees
span the globe, with 54% of our employees
based in the UK, 43% based in India and 3%
based across our offices in Australia, Dubai
and Singapore.
Gender representation is currently 32%
women, 55% men, and 13% of the workforce
have not confirmed their preferred identity.
30% of employees who provided their
diversity data identified as belonging to
underrepresented groups.
Our EDI networks play a key role in raising
awareness and championing inclusion.
Inclusion sessions give teams the chance
to learn from diverse cultures and life
experiences, hearing directly from colleagues
and invited external speakers. This year,
sessions included mental wellbeing,
neurodiversity in education, stress and
resilience and LGBTQIA rights.
Following a review with the EDI Network
Leads, and a reflection on our successes over
the past few years, we will be launching a
global EDI committee in early FY26, with the
goal of widening both the overall participation
in EDI activity, and allowing greater input into
the events run by the EDI network.
In the UK, our pay gap is in favour of women
on all reportable measures. The gap is
relatively small, so there are no concerns that
we have a gender pay gap which favours
women over men.
Our voluntary survey of RM India shows there
is a significant gap in favour of men. We are
developing a plan to reduce this, starting with
the removal of tenure-based reward sizing,
as well as trialling the increasing of candidate
numbers in recruitment pools for our higher
paid technical and management roles.
Health, safety and
wellbeing
The health, safety and wellbeing of
our employees continue to be a
priority. Safety is the top performing
score within the engagement survey,
with a score of 90%.
RM India runs three
programmes:
The
School Adoption Programme
funds monthly salaries for computer,
IT and communicative English
teachers and provides infrastructure to
support schools. Eleven schools are
currently involved.
The
Scholarship Programme
covers
school fees for underprivileged
students at three schools.
The
Community Service Programme
:
supports non-governmental
organisations (NGO) and local schools
with infrastructure and resources that
strengthen community welfare and
educational development.
Through all these initiatives, RM
continues to deliver our purpose to
enrich the lives of learners across our
global communities.
We have strengthened our health and safety
processes this year through new initiatives
and by building on the progress made in
previous years:
• “Don’t walk by” incident reporting
system, enabling employees to raise
concerns via a centralised online portal;
• Display screen equipment (DSE) training
and assessment process;
• Monthly Health and Safety reporting to
the Executive team;
• Annual Board Health and Safety update;
• Global Health and Safety committee;
• Evaluation and implementation of
refreshed warehouse racking inspection
process;
• The launch of inspection processes at all
RM office locations;
• The implementation of a global audit
process;
• Line manager and employee mental
health training;
• Renewed health and safety policy
launch; and
• Amalgamation and centralisation of
all identified companywide health and
safety risks.
We have also continued to improve the
processes around mental health with
the introduction of stress questionnaires,
expanding our mental health first aider
network, and greater communication of the
services available through benefits such as
our employee assistance programme and
digital GP.
Social purpose and value
At RM, social purpose is not
separate from what we do – it is
what we do. It is embedded in
delivering resources and solutions
that enable fair, effective learning
and accreditation.
Beyond this, our commitment to social
value reflects how we actively contribute to
the wellbeing of the communities we serve.
Following the hugely successful Loti Bot
volunteering programme in FY24, we ran
another volunteering programme this year
for UK primary schools. The focus was to
support schools in the delivery of special
educational needs and disabilities (SEND)
within a mainstream environment. One of
our specialists at TTS guided the selection of
the most impactful products from the vast
range of SEND focused resources within the
TTS catalogue. These resources were gifted
to 25 schools, alongside training delivered by
colleagues from across RM, to ensure school
staff can use the products effectively in their
teaching.
RM India delivers its corporate social
responsibility programme with a focus on
giving meaningful educational support to
designated schools and students. The aim
is to improve access to better learning
opportunities through IT resources and
modern technology. The programme targets
the digital divide by equipping underserved
and specialist schools with updated
infrastructure, helping create more inclusive
and equitable education so children from
different backgrounds have the tools they
need to succeed.
Workforce
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It is important at RM that governance ensures it can deliver its purpose and strategy
in a way that is aligned with its values, so that it is a trusted partner to its customers
and other stakeholders.
RM is committed to conducting its business
with integrity and its approach to risk and
compliance helps encourage the right
behaviours across the business. We have
a range of policies and codes that support
our commitment to conducting business
responsibly for all our stakeholders and
apply consistent governance standards
across RM. For the purposes of the Non-
Financial Reporting Regulations, these
include, but are not limited to:
Code of Conduct
An employee Code of Conduct governs
the ways of working across the business
and sets out the standards that employees
are expected to follow.
The Code reflects RM’s culture and
emphasises that employees are trusted
to behave with integrity and honesty, and
in accordance with applicable laws and
regulations. There are a comprehensive
set of policies that set out guidance and
specific processes and procedures that
employees are required to follow.
We regularly communicate to all
employees regarding policies within our
Code of Conduct and employees are
required to confirm annually that they
have read, understood and comply with
the Code.
All policies are owned by a specified
member of senior management and
policy review dates set to ensure they are
regularly assessed and kept up to date.
Anti-bribery and corruption
RM strongly supports the prohibition
against giving, receiving, or offering any
bribes or any other forms of corruption.
The Anti-Bribery Policy sets out the
standards and processes all employees
and relevant partners are required to
follow. These are designed to minimise
the circumstances under which such
behaviours may occur. This year we also
launched a new Gifts and Hospitality Policy
to further embed a culture of anti-bribery
and corruption. Both policies include
practical examples to make it clearer and
easier for employees to understand their
application and they can now easily report
and make us aware of any gifts using digital
registers.
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Governance
Overview
Strategic Report
Corporate governance
Financial statements
A formal assurance process is carried out
once a year that requires employees to
confirm that they understand and comply
with this policy.
There is also an Anti-Money Laundering
Policy which commits RM to promoting
and maintaining high levels of ethical
standards in relation to all its business
activities and a zero-tolerance approach to
money laundering. It commits RM to acting
fairly and with integrity in all its business
dealings and relationships. It provides for
procedures to be followed, situations that
may be considered suspicious, action to be
taken in such circumstances and record-
keeping requirements.
Only a limited group of employees can
release any payments and those employees
are fully appraised of these risks.
Competition law
A Competition Law Compliance Policy is in
place and training is available for all relevant
employees to help them understand the
issues they need to be aware of. A register
is maintained by the Legal Department
and is available for employees to complete
in advance of attending trade association
meetings. Additional specific training
is provided to those attending trade
association meetings where appropriate.
Conflicts of interest
This policy was launched during the
year and gives clarity around what might
constitute a conflict of interest and requires
all members of the senior leadership team
to either disclose any potential conflicts
or certify they do not have any. Potential
conflicts of interest disclosed are reviewed
by the Chief People Officer, with mitigating
measures put in place if required.
Data protection
As RM collects and processes large
volumes of customer and employee
personal data, RM has always taken data
protection matters seriously. The security
and integrity of customer data is critical
to the Company and is noted in the table
of Principal Risks and Uncertainties in the
Strategic Report.
The Company has a formal Group Security
and Business Continuity Committee
(GSBCC), which oversees data protection
matters. That Committee is chaired by
the Chief Operating Officer and attendees
include the Company’s Data Protection
Officer (DPO), Chief Financial Officer,
senior HR employees and representatives
from each of the divisions.
RM has a range of policies, privacy notices
and processes in place in order to meet
compliance obligations under relevant
legislation, e.g. UK GDPR 2018, PECR
(Privacy & Electronic Communications
Regulations) 2003, Data (Use and Access)
Act 2025, etc. and additional obligations
in contracts. Technical and organisational
measures are in place to protect employee
and customer data. Data protection training
is mandated for all new employees and
thereafter in refresher training. Targeted
training is also provided, e.g. for sales and
marketing teams. Documented procedures
are used for supplier vetting, data breach
reporting, subject access requests, among
others. The DPO works independently of
management in fulfilment of the statutory
duties required of that role and can, if
necessary, escalate issues directly to the
Board via the Company Secretary.
As well as attending the GSBCC, the DPO
provides updates to the Board or Executive
Committee on data protection matters.
Both customers and employees can raise
queries with, and send complaints to, the
DPO. All potential personal data breaches
are investigated and recorded. No data
breaches have been reported to the ICO,
the UK’s regulator, in the past year.
Data security and resilience
Given RM’s role supporting and advising
schools and other education bodies, data
security and resilience are taken seriously.
For details of the actions taken, see the
Principal Risks and Uncertainties section on
pages 42 to 45.
The GSBCC, referred to in the Data
Protection section above, also oversees
data security and resilience matters. Access
to systems is role based and applied with
a principle of least privilege. Access is
reviewed regularly through established
internal processes and is subject to external
independent audits as part of maintaining
ISO certifications. The latest audits reported
no non-conformances. RM also maintains
Cyber Essentials Certification. Business
accounts are additionally protected with
multi-factor authentication (MFA) and user
behaviour analytics, and are monitored
by a Security Information and Event
Management (SIEM) solution.
The Company has a cryptographic policy
that governs encryption controls, with
disk encryption applied to all employee
machines.
The RM Acceptable Usage Policy provides
guidance for all RM employees regarding
how they may and may not use Company
systems and data, and their responsibility
for information security. The policy is
reviewed annually prior to formal approval
by the GSBCC, which oversees information
security policy and implementation.
The Acceptable Usage Policy is further
supported by other specific policies
including Data Classification and Handling
and Incident Management.
Data security policies are controlled,
reviewed and subject to external audit as
part of maintaining ISO certifications.
RM also runs a formal security awareness
programme for all new staff with
touchpoints for new starters and regular
reminders of effective security awareness
protocols.
Business continuity management for the
RM Assessment, RM Technology and RM
India Divisions is aligned to ISO standards
and subject to external audit. ISO 22301
certification is in place.
Were a breach to occur, the Company has
established relationships with third-party
partners to support with cyber incident
response and crisis PR.
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Equity, Diversity & Inclusion
policy
At RM we want to celebrate the fact that
everyone is different yet valued and ensure
that everyone is treated with dignity and
respect. We are committed to promoting
equity, preventing discrimination at
work, and providing an inclusive work
environment.
The purpose of this policy is to set out the
principles that enable us to create a fair,
diverse, and inclusive work environment,
where our people feel safe, can contribute
their best work and develop to their full
potential.
As a global Company with employees
based around the world including the
UK, India, Australia, United Arab Emirates,
and Singapore, it is important to us that
we go beyond what legislation says we
need to do, but deliver what we know to
be right, and build a diverse and inclusive
environment which celebrates our peoples’
differences.
Health and safety
The Health and Safety Policy covers
employees on its sites and at customer
sites. It commits RM to a safe working
environment, a culture of open discussion
on health and safety issues, transparent
reporting and compliance with all relevant
laws and regulations. Further information
on this is detailed in the Workplace section
on pages 66-67.
Human rights and modern slavery
RM is committed to minimising the
opportunity for modern slavery to take
place within RM and its supply chain. The
Company has this year reviewed its internal
processes and programme of review for
suppliers. A Modern Slavery Working Group
has been set up with representatives from
across the business with the objective
of ensuring our modern slavery risks
are managed, monitored and mitigated
wherever possible. RM works with Sedex,
a leading ethical trade membership
organisation platform, and the TTS Division,
which manages a significant proportion
of the suppliers of the Company, issues a
Supplier Code of Conduct.
The Modern Slavery statement is available
on the RM plc website.
Political donations
Neither the Company nor any of its
subsidiaries made any UK political
donations or incurred any UK political
expenditure, nor made any contribution to
any non-UK political party, during the year
or the previous year.
Safeguarding
RM is committed to protecting students of
its customers from harm. The Safeguarding
Policy applies to anyone working on behalf
of RM including employees, contractors
and agency staff.
The policy states the principles that guide
the approach to child protection and
online safeguarding covering recruitment
of staff, partnering with customers when
any allegation is made, the incident
management and whistleblowing measures
and the supply of products and services
helping customers keep children and
young people protected from online harm.
The policy further states the Company
has a responsibility to keep children and
young people safe. This is regardless of
age, gender, race, religion or belief, sex or
sexual orientation.
All staff working in environments where
children are present must be familiar
with policies within our customer’s
establishments. Staff must report any
incident that may give rise to a concern to
the nominated child protection lead at that
establishment.
Share Dealing policy
The Share Dealing Policy is applicable to all
employees and Directors. It is designed to
ensure that they do not misuse any inside
information about the Company which
is not public. There are clear processes
for informing individuals about their
obligations under the policy and obtaining
authorisation to deal.
Tax
As a UK company, RM pays taxes to the
UK Government and overseas where
applicable. The approach to tax is aligned
with RM’s purpose and values and to
ensure that RM pays the right amount of
tax at the right time based on laws, rules
and regulations in the territories in which
it operates. The tax strategy is on RM plc’s
website.
Whistleblowing
Employees are encouraged to speak up if
they feel that something is not right. The
policy states that employees can speak
to their manager, HR Business Partner or
other senior person in the Company in the
first instance if they have any concerns,
and there is also an independent third-
party service they can use to report any
concerns in confidence and anonymously
if they wish. Information on this policy and
the contact details of the third party are
readily available on the internal employee
portal.
The policy provides that all allegations
raised are forwarded to the Chief People
Officer (unless it relates to them) and
members of the RM People team are
trained to handle such matters. The
individual will be informed of the process
in dealing with the matter. The policy sets
out RM’s commitments in complying with
the Public Interest Disclosure Act 1998 to
protect any person who raises a relevant
concern. The Whistleblowing Policy states
that any case that poses a significant risk
to the business is reported to the Audit and
Risk Committee with ultimate ownership
by the Board.
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Governance
continued
Overview
Strategic Report
Corporate governance
Financial statements
Overview
Strategic Report
Corporate governance
Financial statements
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Reporting Area
Policies and related
Due Diligence and Outcomes
Principal risks
Environmental
Environmental Policy (pages 49 to 53)
Climate-related Financial Disclosures
(pages 62 to 64)
RM risks relating to the environment are
detailed in the aforementioned sections
of climate-related risks across the whole
business.
Employees
Equity, Diversity and Inclusion Policy (page 70)
Health and Safety Policy (page 70)
RM reflects diversity and health and safety
risks in the People risk section on pages
43 to 45.
Social and Community
Safeguarding Policy (page 70)
RM reflects safeguarding risk in the
Operational execution risk on page 43.
Respect for Human Rights
Annual Modern Slavery Statement (page 70)
Data Protection Policy (page 69)
Supplier Code of Conduct (page 70)
RM considers these risks with its suppliers
on page 44 and Data and Business
continuity on page 43.
Anti-Corruption and Anti-Bribery
Anti-Bribery Policy (pages 68)
Anti-Money Laundering Policy (page 69)
Share Dealing Code (page 70)
RM reflects anti-bribery and corruption
risks in its Operational execution risk on
page 43.
The Strategic Report (including the Sustainability Report) together with the Directors’ Report,
Corporate Governance Report and Audit and Risk Committee Report provide details of the
non-financial matters required by sections 414CA and 414CB of the Companies Act 2006.
See page 26 to 27 for the description of the business model and pages 28 to 31 for KPIs and non-financial targets.
Workforce
The section on workforce in the Social Value Report on page 67 is incorporated into this report.
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Non-financial and
sustainability information
Overview
Strategic Report
Corporate governance
Financial statements
When providing direction to the Company on strategic affairs, our
Directors must perform their duties under the Companies Act.
This includes considering the impact on our key stakeholders. Our
ability to engage and work constructively with these stakeholders
underpins the long-term success and sustainability of RM. A key
purpose of this statement is to demonstrate the manner in
which the Directors have had regard to the range of factors and
stakeholders identified in section 172 of the Companies Act in
the context of the duty to promote the long-term success of the
Company for the benefit of its members as a whole.
We have set out an overview of how our Directors consider
stakeholders in their decision-making and the importance we
place on them: our customers, our people, our shareholders, our
suppliers and our communities and environment. We detail why
each stakeholder group matters, what their priorities are, how we
engaged and the impact that such engagement has had on the
Board’s decisions in FY25. Consideration of these stakeholders
and other relevant matters are embedded into all Board decision-
making, strategy development and risk assessment throughout
the year.
1
Our customers
Why do they matter?
For RM to prosper and have a long-term sustainable
future, it is essential that we provide products, services and
solutions that meet the needs of our customers and the
market.
What are their key priorities?
Our customers seek holistic services offerings, supported
by deep technical knowledge delivered at competitive
rates, developing long-term partnerships, building
their brand and performance credibility and trust, and
sustainable and ethical business practices (including
anti-bribery and corruption, environmental responsibility,
human rights, and modern slavery matters).
How do we engage?
•
During the year ‘deep dive’ sessions on major customers
were held by the Board to consider their needs, how we
support them and what we plan to do.
• The Chief Executive met with key customer contacts,
listening to feedback and what was expected from RM,
and reported back to the Board.
• Customer satisfaction surveys have been conducted
to understand how we are doing and how we can
improve. Key themes have been reported to the Board.
• During the year the Chief Operating Officer visited
strategic customers in Singapore and Australia and
reported back to the Board.
•
At each Board meeting there is a section in the
Chief Executive’s presentation that covers customer
matters, by division, in terms of how we are doing in
servicing customers, and detailing any issues that need
addressing.
• The Board has approved customer contract wins and
renewals during the year in line with our delegated
authorities. In each instance, a summary deck has been
provided for review and/or discussion.
What were the key impacts?
The high volume of customer contract renewals (e.g.
Singapore Examinations and Assessment Board) during
FY25 is an indication that we engage effectively with
our customers, with Board members and the Executive
Committee playing a key role. Where the Chief Executive
and Executive Committee members have met with key
customer stakeholders, actions have been implemented to
enhance performance and our service offering.
The Company signed a three-year digital assessment
contract with new customer, Trinity College London.
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Section 172
statement
2
Our people
Why do they matter?
Our people are fundamental in offering our customers a
wealth of knowledge, creativity and expertise to support
their needs. We value our people and recognise our
success is generated by the talent and experts we have in
our teams.
What are their key priorities?
Key priorities for our people are: personal wellbeing,
including health and safety; recognition and reward,
including pay equity; and opportunities for growth,
including learning and development.
How do we engage?
FY25 built on the initiatives implemented last year to
enhance employee engagement whereby a more inclusive
culture at RM was also introduced. All Company Town
Halls take place regularly, where Chief Executive, Mark
Cook, shares updates on the strategic vision for the
business. Engagement surveys are run yearly and cover
a series of questions about employee experiences and
include an employee Net Promoter Score.
The results of the surveys are presented to the Board by
the Chief People Officer and Communications Director
and include a deep dive into the key themes affecting our
people, what people are asking for and how the business
can do better for them.
The RM Workforce Engagement Group, sponsored
by Jamie Murray Wells, the designated Non-Executive
Director for workforce engagement, is a conduit for us to
share information with delegates from the business and
also receive feedback from our teams relating to ongoing
activities, enhancing two-way communication. Jamie
listened to views from employees such as engagement
survey results and shared insights relating to RM’s strategy.
What were the key impacts?
During the year, the Board has:
• approved our updated Whistleblowing Policy and
associated process, which involves the use of a
third party;
• approved the Modern Slavery Statement and, in order
to uphold RM’s responsibility in respect to human
rights, we published a Company-wide standalone
Modern Slavery Policy, with associated training for
our employees, supporting our zero-tolerance policy
towards any form of modern slavery or child labour;
• approved the Global Health, Safety and Environment
Policy Statement, which received sign off by the Chief
Executive and was published;
• received a presentation from the Health and Safety
Manager covering incidents, areas for improvement and
agreed actions;
•
reviewed and approved gender pay gap reports in each
part of RM, noting that the gaps in the UK were now in
favour of women; and
• considered the findings of the employee engagement
survey and approved the actions to address areas
for improvement.
3
Our shareholders
Why do they matter?
Our shareholders are investors in, and owners of, our
business, providing capital we need to invest and grow.
What are their key priorities?
Our shareholders are interested in the stable financial
performance of RM and its growth prospects as it
executes its strategy. They value transparency in any
communication with them and understanding how ESG
matters are operated.
How do we engage?
Principal engagement mechanisms include:
• meetings and calls with Board members (including
Helen Stevenson, Chair of the Board and Nomination
Committee, and the Executive Directors). In FY25,
this included engagement with major shareholders
who were “wall-crossed” as part of the equity raise in
October;
• investor presentations by the Chief Executive and Chief
Financial Officer;
•
the AGM, which the members of the Board attend
to facilitate engagement with a broad range of
shareholders;
• Annual Report, which includes the Chair, Chief
Executive and Chief Financial Officer statements and
reports from the Chairs of Committees of the Board;
• London Stock Exchange announcements via RNS; and
• timely responses to shareholder letters with input or
review by the Chair of the Board depending on the
nature of the enquiry.
At Board meetings, investor relations updates are provided
to allow a clear, common understanding of the views of
our shareholders. Our Board also monitors movements
in the share register to maintain an understanding of our
investors’ profiles.
What were the key impacts?
During the year:
•
the Chair of the Board and Chief Executive (sometimes
with the Chief Financial Officer) both held calls and
meetings with major shareholders;
• following presentations to “wall-crossed” shareholders
and investors, the equity raise in October 2025 via
a placing raised gross proceeds of £13.5m and was
significantly over-subscribed;
• the Chief Executive and Chief Financial Officer gave
live presentations to shareholders following the
announcement of the FY24 year-end results and FY25
interim results;
• the Board simplified the operational structure of the
business which was aligned with feedback from major
shareholders; and
•
the Board responded in a timely manner to letters from
shareholders about ESG matters and offered further
dialogue.
Section 172
statement
continued
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Overview
Strategic Report
Corporate governance
Financial statements
4
Our suppliers
Why do they matter?
Our suppliers provide goods, services and expertise to RM
that support our infrastructure, requirements, in-house
capabilities and, in turn, our growth ambitions.
What are their key priorities?
We have a broad range of suppliers who consider a variety
of factors when entering into a business relationship with
RM, including the viability of our business, our ambitions,
developing long-term business relationships, credibility
and trust, ethics (including anti-bribery and corruption,
human rights and modern slavery), our responsible
sourcing requirements, payment terms, and other terms
and conditions.
How do we engage?
We are committed to developing sound business
relationships with our suppliers, ensuring that together we
are aligned on quality, delivery, ethics, engagement, risk
and compliance. We engage with our suppliers through
various means to achieve this, including maintaining
ongoing dialogue, scheduling regular check-ins,
performing retrospective reviews and undertaking supplier
audits linked to risk assessment.
What were the key impacts?
• The Board approved the FY24 Modern Slavery Statement
and in doing so considered the onboarding process,
how we engage with suppliers, supplier audits including
scope and coverage, and how we feed back our
recommendations;
• The Board approved an updated Anti-Bribery and
Corruption Policy; and
•
The Board delegated to the Audit and Risk Committee a
review of the supplier payments and practices statutory
reporting from FY24 onwards.
5
Our communities and environment
Why do they matter?
As we enrich the lives of learners across the world, we
are also dedicated to enriching our communities. The
local communities of our office and home-working
locations are the ecosystems within which our people
and their families, and many of our customers, suppliers,
and shareholders live and work. This includes schools,
nurseries, and other educational organisations where
RM is a trusted partner. Enriching our communities also
includes paying close attention to our impact on the wider
environment. This includes having mindful consideration
for the products we source, the platforms we build,
to the energy we use to get there. We recognise our
responsibility towards sustainability and considering energy
efficiency in decision-making.
What are their key priorities?
Our community and environmental priorities include
sustainability, energy efficiency, support for local
communities and inclusive recruitment.
How do we engage?
• Our Head of Sustainability provides updates quarterly
to the Executive Committee and twice yearly to
the Board’s ESG Committee on topics including
environmental and social KPIs, RM’s carbon emissions,
the net zero pathway and outcomes from the employee
engagement survey relating to social considerations;
• The Head of Sustainability has one-to-one meetings
monthly with Non-Executive Director, Jamie Murray
Wells, to discuss ESG matters and trends;
• With the Board’s backing, RM undertakes significant
engagement with the communities in which we
operate. This is led by our Head of Sustainability,
however, all employees are welcome to bring ideas and
opportunities for consideration.
What were the key impacts?
•
The ESG Committee, on behalf of the Board, considered
the outcome of the FY24 environmental and social KPIs
and approved the FY25 objectives;
•
EDI training has now been delivered to 90% of staff,
including the Executive Committee;
•
Health and Safety was our highest score and Inclusion
was the second highest in our 2024 engagement
survey;
• The Loti-Bot project was launched which encompassed
18 schools receiving training on our Loti-Bots and
being gifted four bots and a Therapeutic Wellbeing
Toolkit per school.
Approval of Strategic Report
This report was approved by the Board of Directors and
signed on its behalf by
Mark Cook
Director
4 March 2026
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In this section
Board of Directors
78
Governance at a glance
80
Corporate Governance Report
81
Nomination Committee Report
90
Audit and Risk Committee Report
94
Remuneration Committee Report
102
ESG Committee Report
114
Directors’ Report
116
Statement of Directors’ responsibilities
120
Directors’ duties statement
121
Governance
Statements
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Overview
Strategic Report
Corporate governance
Financial statements
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Helen
Stevenson
N
R
E
Appointed to the Board
16 February 2022 as Non-Executive Chair
Career
Helen Stevenson was appointed as
Non-Executive Chair of RM plc on
16 February 2022. Helen is also the Chair of
the Nomination Committee.
Relevant skills and experience
Helen’s executive career spanned over
30 years, covering senior supply and
demand side roles across large consumer
goods, retail financial services, and digital
media organisations. She has considerable
expertise in strategic brand and customer
marketing, and 13 years’ experience as a
plc Non-Executive Director.
Other roles
Helen is a Non-Executive Director and
Remco Chair of IG Group Holdings plc,
a FTSE 250 fintech company providing
derivatives trading. Until recently, Helen
was also the Senior Independent Director
of Reach plc, a Non-Executive Director
of Skipton Building Society and Senior
Independent Director of Kin + Carta plc.
Helen was the Chief Marketing Officer
UK at Yell Group plc from 2006 to 2012,
including responsibility for digital product
development and prior to this, served as
Lloyds TSB Group Marketing Director.
Helen started her career with Mars Inc.
where she spent 19 years, working across
senior supply side and demand side
roles, culminating in European Marketing
Director. Helen is a Governor and Deputy
Chair at Wellington College where she
is also Chair of the Wellington College
Educational Enterprises Board.
Mark
Cook
Appointed to the Board
16 January 2023 as Chief Executive
Career
Mark Cook joined the Board as Chief
Executive on 16 January 2023.
Relevant skills and experience
With a background in operations and
technology, Mark brings extensive
experience in business transformation and
creating shareholder value in both private
equity and public companies. He has
worked in the Americas, Europe, EMEA and
Asia throughout his 30-year career.
Other roles
After qualifying as an accountant and
systems analyst having worked in several
finance roles, Mark moved into systems
development and business technology
driven consulting. As MD of Druid plc, Mark
managed multi-year £200m + business
transformations.
At Xansa plc, Mark led transformation and
systems implementation programmes for
clients including Diageo, Boots, and BBC
where he was the general manager of
Finance and accounting for the BBC’s first
offshore outsource.
In 2010, Mark joined Dutch Getronics
Group based in Amsterdam and, later
under P.E. ownership with Munich-based
Aurelius Investments, he refocused the
portfolio and created a global technology
digital services business.
In 2019, Mark joined Capita plc as Chief
Executive for the People Solutions Division
and latterly the Technology Solutions
Division. Mark is currently Non-Executive
Chair of Searchlight Consulting.
Simon
Goodwin
Appointed to the Board
29 August 2023 as Chief
Financial Officer
Career
Simon Goodwin joined the Board as Chief
Financial Officer on 29 August 2023.
Relevant skills and experience
Simon is a Chartered Management
Accountant with 16 years of experience in
finance leadership roles.
Other roles
Prior to joining the Board of RM plc, Simon
was the Group Chief Financial Officer of
MTI Technology from December 2017 until
July 2023, where he was responsible for
the finance and administrative functions
across their operations in the UK, France
and Germany. Simon has also held senior
finance roles in Getronics, the Dutch ICT
business, and Sopra Steria, the digital
services and software development
consultancy. After qualifying as an
accountant, Simon worked in a number
of finance and commercial roles for
Xansa plc, Warner Bros, and Marks and
Spencer plc.
Key to committees
A
Audit and Risk Committee
R
Remuneration Committee
N
Nomination Committee
E
ESG Committee
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Board of
Directors
Overview
Strategic Report
Corporate governance
Financial statements
Christopher
Humphrey
A
N
R
E
Appointed to the Board
7 July 2023 as
Non-Executive Director
Career
Christopher Humphrey joined
the Board on 7 July 2023 as
a Non-Executive Director and
was appointed Chair of the
Remuneration Committee on
10 October 2023 until 21 May 2024.
On 1 January 2024 Christopher
was appointed Senior Independent
Director.
Relevant skills and
experience
Christopher is a Chartered
Management Accountant and has
extensive international, financial, and
general management experience
gained across a range of sectors
and in a variety of international
markets (UK, USA, Europe, and
Far East) both in growth and
turnaround situations.
Other roles
Christopher was Non-Executive
Chair of Heywood Pension
Technologies, resigning on
13 February 2026 following its sale
by BlackRock and, until recently
(20 January 2025), Chair of
AIM-listed Eckoh plc, a position he
held since 2017. He also served as
Senior Independent Director and
Audit Chair at AVEVA Group plc,
Senior Independent Director and
Audit Chair at Videndum plc, and
Non-Executive Director at SDL plc,
a language translation software
provider. Christopher has had a
number of leadership roles during
his career, including the position of
Group Chief Executive Officer of
Anite plc from 2008 to 2015.
Richard
Smothers
A
N
R
E
Appointed to the
Board
3 January 2023 as
Non-Executive Director
Career
Richard Smothers joined the
Board on 3 January 2023
as a Non-Executive Director
and became Chair of the
Audit and Risk Committee on
31 March 2023.
Relevant skills and
experience
Richard is a Chartered
Management Accountant
and has recent and relevant
finance experience.
Other roles
Richard is currently a
Non-Executive Director at
Greene King Ltd, following
his retirement as Chief
Financial Officer in April 2025,
a role he held from 2017,
in which he had strategic,
financial and operational
responsibilities. Prior to this
he was Chief Financial Officer
at Mothercare plc and held
a number of senior roles at
Rexam plc, Tesco plc and
Cargill Inc. He was Audit &
Risk Chair, a Non-Executive
Director and Treasurer at
NCT from 2016 to 2022, and
served as a Non-Executive
on the finance committee of
UCL from 2014 to 2017. On
1 February 2026, Richard was
appointed as a Non-Executive
Director of Greggs plc.
Jamie Murray
Wells OBE
A
N
R
E
Appointed to the Board
1 November 2023 as
Non-Executive Director
Career
Jamie Murray Wells joined
the Board as a Non-Executive
Director and was appointed
Chair of the ESG Committee
on 1 November 2023. Jamie
brings leading digital product
and strategy expertise to the
Board, having worked since
2013 for Google, where he
has held roles defining new
platforms and ecosystems,
including as Head of Digital
Platform Experiences and
Head of Extended Reality (XR)
Platform Enablement. Prior to
joining Google, Jamie founded
and led Glasses Direct, a digital-
led retail business, before
taking it through a private
equity transaction with Cipio
Partners. He recently served as
a Non-Executive Director of DD
Group, the wholesale supplier
to the dental sector.
Relevant skills and
experience
Jamie brings leading digital
product and strategy expertise
to the Board.
Other roles
Jamie is a Director of Trotters
(Childrenswear & Accessories)
Ltd, the British childrenswear,
footwear and hairdressing
brand.
Carolyn
Dawson OBE
A
N
R
E
Appointed to the Board
1 November 2023 as
Non-Executive Director
Career
Carolyn Dawson joined the
Board as a Non-Executive
Director on 1 November 2023
and was appointed as Chair of
the Remuneration Committee
on 1 June 2024. Carolyn is
currently Chief Executive of
the Founders Forum Group,
the business services group
for entrepreneurs. Prior to this
role she spent over 20 years
at Informa Group plc, working
in a range of leadership roles,
including founding London
Tech Week and most recently
as President, Verticals and ESG,
Informa Tech.
Relevant skills and
experience
Carolyn brings significant
and current experience in the
technology and education
sectors.
Other roles
Carolyn has co-founded The
Longevity Show and Miroma
Founders Network, which
provides growing businesses
with media opportunities. She
is a Trustee for the Centre for
Entrepreneurs, and serves on
the board of 01 Founders,
a free-to-access coding
school; Founders Makers, a
creative partner to scale-ups
and major brands; and Grip,
an AI-powered networking
solution. She also serves
as a member of the UK
Government’s Digital Council.
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Board priorities for 2025
Highlights of
stakeholder
engagement
• The Chief Executive met with key
customer contacts and reported
back to the Board;
• Investor presentations by the
Chief Executive and Chief
Financial Officer to articulate the
strategy;
• Consultation with major
shareholders wall-crossed in
relation to the equity raise;
• Members of the Board engaged
directly with the workforce
on people matters including
engagement survey results and
• The Board received updates
from the Head of Sustainability
on environmental matters and
community initiatives.
Actions in 2025
Key topics discussed
Outcomes
Customer contract wins and extensions.
Approved customer contracts including
Singapore Examination and Assessment
Board (RM Assessment) and South
Lanarkshire Council (RM Technology).
Strategic initiatives including the
development of RM Ava.
Approved a further £6m investment for
FY25 in the development of RM Ava.
The Company’s financial position and
banking facility.
Signed an amendment and extension
to the Company’s banking facility
agreement.
Equity raise through a placing.
Successful equity placing which was
significantly oversubscribed.
•
Separation work and disposal of non-core assets
•
Continued investment in the development of RM Ava
•
Further growth in our core Assessment division
Tenure
Composition
Gender
Female
Male
Executive
Independent Non-Executive
Chair – independent on appointment
0-2 years
2-5 years
71%
29%
100%
4
1
2
29%
71%
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Governance
at a glance
Overview
Strategic Report
Corporate governance
Financial statements
RM believes strongly that
the long-term success of
the Company is linked to
ensuring accountability,
transparency and fairness in
dealings with stakeholders.
Introduction from the Chair
As Chair, I am responsible for ensuring
that the Company has high standards
of corporate governance. In respect of
the year ended 30 November 2025, RM
plc was subject to the UK Corporate
Governance Code 2018 (Code), which
was published by the Financial Reporting
Council in July 2018 (available at www.frc.
org.uk). The Board aims for the Company
to meet and exceed the standards of the
Code and to foster a culture of open and
honest communication and constructive
challenge throughout the organisation.
There is a governance structure of
checks and balances, a proper division of
responsibilities and active consideration
given to all relevant stakeholders. The
Board sees this as a positive contributor to
effective business operations.
This Corporate Governance Report
incorporates the relevant sections of
the reports of the Board Committees. It
summarises how the provisions of the
Code have been applied and how the
Board and Board Committees have fulfilled
their responsibilities during the year. It
sets out how RM’s approach to corporate
governance supports the Company’s
strategy, the Board, and its Committees’
key focus areas during the year.
Governance
On behalf of the Board, I confirm that the
Company has applied the principles and
complied with the provisions of the Code
throughout the 12-month period ended
30 November 2025, save for provision
32 which stipulates that the chair of the
Remuneration Committee should have
served on a Remuneration Committee
for at least 12 months prior to becoming
Chair. As disclosed in last year’s Annual
Report, Carolyn Dawson was appointed as
Chair of the Remuneration Committee on
1 June 2024, after seven months of serving
on a Remuneration Committee rather
than twelve. The intention, at the outset
of Carolyn’s appointment to the Board
on 1 November 2023, was for her to take
over the role of Chair of the Remuneration
Committee from Christopher Humphrey at
the appropriate time. Christopher was Chair
while key FY24 remuneration matters were
being addressed, such as the approval of
the Remuneration Policy. Carolyn received
a full handover from Christopher and had
the support of other Committee members
who had previously held Remuneration
Committee Chair roles.
The table on the next page sets out where
the relevant content on the application of
the Code’s principles can be found in this
Annual Report.
Composition
Following six appointments to the Board
in the year ended 30 November 2023, no
appointments or resignations took place
this year, consistent with the prior year. For
details on the composition of the Board
and further information on how the Board
managed succession during the past year,
see the Nomination Committee Report.
Effectiveness
During the year, the Board dealt with a
number of topics that required additional
time and engagement including equity
raise considerations which led to a placing
that was significantly oversubscribed and
raised gross proceeds of £13.5m.
The Board has performed well and this was
reflected in the feedback during the Board
evaluation this year. Further information is
contained in this Corporate Governance
Report.
Stakeholders
RM believes strongly that the long-term
success of the Company is linked to
ensuring accountability, transparency, and
fairness in dealings with stakeholders.
The relationships the business has with
these stakeholders continues to be of great
importance. You can read more about RM’s
engagement with stakeholders, including
shareholders, on pages 73 to 75.
Helen Stevenson
Non-Executive Chair
4 March 2026
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Corporate
Governance Report
1. Board leadership and Company purpose
Section and page
A: Leadership, long-term success, value generation and
societal contribution
Purpose, values and culture – pages 12 to 13
Throughout the Sustainability Report on pages 49 to 53, Corporate
Governance Report on pages 81 to 89 and Remuneration Committee
Report on pages 102 to 113, there are descriptions of how the long-term
sustainable success of the Company and its contribution to wider society is
promoted and shareholder value generated.
B: Purpose, values, strategy and culture
Purpose, values and culture – pages 12 to 13
Major Activities of the Nomination Committee – pages 90 to 93
C: Resources and controls
Resources – pages 26 to 27,
KPIs – pages 28 to 31
Managing our Risks – page 40
Internal Controls – page 88
Review of Risk Management – page 99
D: Stakeholder engagement
Stakeholder Engagement – pages 73 to 75
Section 172 Statement – pages 73 to 75
E: Workforce policies and practices
Remuneration Policy and Stakeholder Engagement – page 112 and 73 to 75
Whistleblowing – page 70
Employee Stakeholder Engagement – page 66
2. Division of responsibilities
Section and page
F: The Chair
Board of Directors – pages 78 to 79
Roles – pages 78 to 79
Board Evaluation – page 86
G: Board composition and division of responsibilities
Board of Directors, Board Committees – pages 78 to 79
Roles – pages 84 to 85
Directors’ Conflicts of Interest and Independence – page 86
H: Role and time commitment of Non-Executive
Directors
Board of Directors – pages 78 to 79
Board Attendance – page 85
Committee Attendance – pages 90, 94, 111 and 115
Roles – pages 84 to 85
Directors’ Conflicts of Interest and Independence – page 86
I: Board function and the Company Secretary
Board of Directors – pages 78 to 79
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Corporate
Governance Report
continued
Overview
Strategic Report
Corporate governance
Financial statements
3. Composition, succession and evaluation
Section and page
J: Board appointments and succession planning
Nomination Committee Report – pages 90 to 93
Board Diversity and Inclusion Policy – pages 92 to 93
K: Board and Committee skills, experience and
knowledge
Board Tenure – page 80
Board Composition – pages 93
L: Board evaluation
Board Evaluation – page 86
4. Audit, risk and internal control
Section and page
M: Internal and external audit independence and
effectiveness
Internal Controls – pages 99 to 100
Audit and Risk Committee Report – pages 94 to 100
N: Fair, balanced and understandable assessment of
position and prospects
Statement of Directors’ Responsibilities – page 120
O: Risk management, internal control framework and
principal risks
Managing our Risks – pages 40 to 41
Principal Risks and Uncertainties – pages 42 to 45
Internal Controls – pages 38, 99 and 100
5. Remuneration
Section and page
P: Remuneration policies and practices
Remuneration Committee Report – pages 102 to 112
Q: Executive remuneration
Remuneration Committee Report – pages 102 to 112
Remuneration Policy, Stakeholder Engagement – pages 112 and 73 to 75
R: Independent judgement and discretion in
remuneration outcomes
Discretion – page 103
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Board of Directors
The Board consists of the Chief Executive, Chief Financial Officer
and five Non-Executive Directors (NEDs) including the Chair. The
Chair was considered independent on appointment. The Board
considers Richard Smothers, Christopher Humphrey, Carolyn
Dawson and Jamie Murray Wells to be independent of the
management of the Company and free from any business or other
relationship that could materially interfere with the exercise of their
independent judgement (see further discussion in the Directors’
Conflict of Interests and Independence section on page 86). The
Directors bring to the Board a wide range of financial and business
skills and extensive experience and knowledge suited to the nature
of the Company.
The Board of Directors meets regularly on a formal basis and
holds additional ad hoc meetings as necessary to review strategic,
operational and financial matters, including proposed acquisitions
and divestments. It has a formal schedule of matters reserved to it
for decision-making. Those matters include the approval of interim
and annual Financial Statements, the budget for the financial year,
significant Stock Exchange announcements, significant contracts
and capital investment, and certain policies. It also reviews the
effectiveness of the internal control systems and principal risks of
the Company. The Chair holds meetings with the Non-Executive
Directors without the Executive Directors present at the end of
each Board meeting and in circumstances where it is considered
appropriate to do so.
A forward planner for the Board is maintained to ensure that all
necessary and appropriate matters are covered during the year.
As part of the Board pack prepared for each regular meeting, the
Board receives monthly management accounts and operational
reports from the Chief Executive, Chief Financial Officer and
reports or presentations from other members of the Executive and
the Company. The Board is also provided with specific reports or
presentations on key areas and projects and informed of any key
developments or issues that require their consideration. These
reports and updates cover a wide range of matters in order to
ensure that policy, practices and behaviour in the Company are
aligned with the Company’s purpose, values and strategy and
any issues that may give rise to concerns are brought to the
attention of the Board. During the year, reports were presented
on various matters including progress with the development of
RM Ava, key customer accounts, results of employee engagement
surveys, shareholder feedback, and potential transactions. Further
information on other reports it received are in the Stakeholder
Engagement report on pages 73 to 75. The Board requests further
information on any matter that they consider relevant, which may
include ongoing updates, assurance as to the proposed actions to
resolve such matters and information on corrective actions taken.
Any concerns about the operation of the Board or the
management of the Company that cannot be resolved are
recorded in the Board minutes.
All Directors have access to the advice and services of the
Company Secretary, and all the Directors are able to take
independent professional advice, if necessary, at the Company’s
expense.
Board Committees
The Board has delegated authority to four Committees: Audit
and Risk, Remuneration, Nomination and Environment, Social
and Governance (ESG). The ESG Committee was constituted in
2023, at which time the Audit Committee was also reconstituted
as the Audit and Risk Committee. The Executive Directors are not
members of these Committees. The Terms of Reference for each
Committee setting out their responsibilities are available at www.
rm.com. For each Committee, information on their composition
and activities is provided in the respective Committee reports.
The Board
The Board is collectively responsible for the sustainable long-term
success of the Company and its subsidiaries. The key roles of the
Board are:
• setting the strategic direction to promote the long-term
sustainable success of the Company, generate value for
shareholders and contribute to wider society;
• overseeing implementation of the strategy and ensuring that
the Company is suitably resourced to achieve its objectives and
effectively engages with stakeholders; and
•
overall responsibility for the management of risk and for
reviewing the effectiveness of the framework for internal control
and risk management.
Chair
•
Responsible for overall leadership and governance of the Board,
effective contribution from NEDs and ensures constructive
relations between Executives and NEDs;
•
Sets the agenda, ensures adequate time is available for
discussion of agenda items, promotes a culture of openness
and debate at Board meetings and ensures Directors receive
accurate, timely and clear information;
•
Provides support and advice to the Chief Executive; and
• Ensures effective communication with shareholders.
Senior Independent Director
•
Deputises for the Chair and acts as intermediary for other
Directors, if required;
•
Meets with the NEDs, without the Chair present when
considered appropriate, and leads the appraisal of the Chair’s
performance; and
•
Available to respond to shareholder concerns if not resolved
through the normal channels.
Non-Executive Directors
•
Share full responsibility for the execution of the Board’s duties;
• Scrutinise and constructively challenge strategic proposals and
hold management to account;
• Offer specialist advice and strategic guidance; and
•
Monitor the performance of management on an ongoing basis.
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Corporate
Governance Report
continued
Overview
Strategic Report
Corporate governance
Financial statements
Audit and Risk Committee
• Oversees and monitors the Financial Statements, accounting
processes and audits (internal and external);
•
Ensures that risks are identified and assessed, and that sound
systems of risk management and internal control are in place;
•
Ensures that the internal audit function has the resources to
perform its function and reviews audit plans; and
•
Reviews matters relating to fraud and whistleblowing and reports
to the Board.
Remuneration Committee
•
Reviews and recommends the framework and policy for the
remuneration of the Executive Directors and senior executives;
• Reviews workforce remuneration and related policies; and
• Considers how the Remuneration Policy supports and aligns
with the business strategy of the Company.
Nomination Committee
•
Reviews the structure, size and composition of the Board and its
Committees;
• Identifies and nominates suitable executive candidates to be
appointed to the Board; and
• Considers wider aspects of succession planning.
ESG Committee
•
Oversight of the ESG strategy and ensures that it is fit for
purpose;
• Monitors progress against the ESG strategy and performance
against targets; and
•
Reviews ESG risks that have been identified and mitigating
action.
Chief Executive
•
Responsible for the executive leadership of the Company as a
whole and delivering the strategic and commercial objectives
agreed by the Board;
• Leads the Executive Committee (detailed on page 86);
• Maintains and protects the Company’s reputation;
•
Ensures the affairs of the Company are conducted with the
highest standards of integrity; and
• Builds positive relationships with the Company’s stakeholders.
Board attendance
The Board had 11 scheduled meetings during the year. A record
of attendance for each Director is set out in the table below.
Additionally, ad hoc meetings were held by the Board during 2025
on specific matters that arose. Board meetings were mostly held
face-to-face. The Board also approved a number of matters during
the year by written resolution.
No. of meetings
held in the period/
Eligible to attend
Helen Stevenson
11/11
Mark Cook
11/11
Simon Goodwin
11/11
Christopher Humphrey
11/11
Richard Smothers
11/11
Carolyn Dawson
10/11
Jamie Murray Wells
11/11
All Directors received papers for all meetings in advance. When
a Director was unable to attend a meeting, they were given the
opportunity to provide comments.
The Board ensures that, on appointment and thereafter, all
Directors have sufficient time to carry out their duties.
No Director should undertake additional appointments without the
prior approval of the Board. No significant appointments have been
undertaken by a Director in the year ended 30 November 2025.
Board tenure
Details of the tenure of the members of the Board as at the date of
this report are set out in the table below.
Tenure
Percentage of
Board
0-2 years
0%
2-5 years
100%
5+ years
0%
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Induction
All Directors receive an induction on joining the Board which
involves meeting with all Board Directors, members of the
Executive and other relevant employees. Newly appointed
Directors also receive resources on Board activities and Company
documents such as Committee Terms of Reference, Delegation of
Authority and Group structure and plc related training as required.
Board evaluation
The performance of the Board, each Board Committee and each
Director is reviewed on an annual basis. This year, the review was
facilitated by the Chief People Officer. All Directors were sent
a questionnaire to gather their views across a number of areas
including:
• the role of the Board and oversight;
• composition, process and structure;
• engagement, meetings and debate;
• regulatory oversight;
• strategy and decision-making; and
• effectiveness of each of the four Committees.
One-to-one meetings were held by the Chief People Officer
with each Director and the Company Secretary to discuss their
comments and further input. The feedback was shared and
reviewed at the Board meeting in February 2026. The principles
and provisions of the Code and Guidance on Board Effectiveness
were covered.
The performance of the:
•
Chair was assessed by the Non-Executive Directors, led by the
Senior Independent Director;
•
Chief Executive was assessed by the Chair, in consultation with
the other Non-Executive Directors; and
•
Chief Financial Officer was assessed by the Chief Executive, in
consultation with the Chair and other Non-Executive Directors.
As a result of these reviews, it is considered that the performance
of each of the Directors continues to be effective and that each
Director demonstrates sufficient commitment to their role,
enhances the collective effectiveness of the Board, acts with
integrity, leads by example and promotes the desired culture.
Communication during the year was felt to have continued to be
good and debates were constructive, candid, open and supportive,
relationships between Directors were considered to be positive,
with a collaborative Board culture and members working together
to meet objectives.
The four Committees of the Board were also reviewed and overall
were felt to function well. The Chair is highly regarded by other
Directors and it was felt that engagement with shareholders and
other stakeholders had continued to improve and the right Board
structure had been developed over the last two years.
Suggestions for improvement were made with regard to:
• having longer strategic insight sessions;
•
sufficient time being allocated to build crisis and external impact
resilience;
•
presentations to the Board from middle management as well as
senior management; and
• further evolving the risk framework.
The improvements suggested in the Board and Committees
evaluation last year were felt to have been implemented,
specifically:
• enhancing the Board’s knowledge of product strategy;
• greater simplicity of external communications signed off by
the Board;
•
establishing an AI / EdTech committee attended by two Non-
Executive Directors;
•
two face-to-face informal sessions to be held between the Board
and Executive Committee; and
•
greater visibility of the Board Committees’ annual objectives at
each Committee meeting.
An externally facilitated Board evaluation was considered but it was
felt that an internally led review by the Chief People Officer would
be as effective given her skillset, experience and the support from
the Company Secretary. This will be reviewed again next year.
Executive Committee
•
The Executive Committee is chaired by the Chief Executive;
• The Executive Committee comprises the Chief Executive,
Chief Financial Officer and other senior managers within the
Company;
• The Executive Committee normally meets monthly to discuss
policy and operational issues. Those issues outside the Executive
Committee’s delegated authority levels set by the Board are
referred to the Board for its decision; and
• Non-Executive Directors can, on request, attend Executive
Committee meetings.
Directors’ conflicts of interests and independence
There are procedures in place to identify, authorise and manage
any conflict of interest of any Director with those of the Company.
This includes potential conflicts of interest being an agenda
item for each Board meeting. These procedures have operated
effectively during the year.
There were no conflicts of interest identified. None of the
independent Non-Executive Directors nor the Chair have any
personal financial interest in the Company other than through
fees received or as a shareholder. They are not involved in the
day-to-day running of the business and have no personal conflicts
of interest which could materially interfere with the exercise of their
independent judgement.
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Corporate
Governance Report
continued
Overview
Strategic Report
Corporate governance
Financial statements
ESG
See the ESG Committee Report on pages 114 to 115
and the
various sections covering environmental, social and governance
matters in the Company’s Sustainability Report on pages 49 to 53.
Board diversity and inclusion policy
The Board is committed to ensuring appointments to the Board
promote diversity and an inclusive culture so that it has the
range of perspectives, experiences and backgrounds necessary
to support good decision-making. See pages 92 and 93
of the
Nomination Committee Report for further details.
Purpose and culture
The Board is responsible for the Company’s purpose, values and
strategy and for satisfying itself that these, and its culture, are
aligned. The Board monitors this in various ways:
•
The reviews presented at each Board meeting highlight matters
that show how the Company is pursuing its purpose and are
indicators of the health of the Company’s culture. This includes
metrics and updates on workforce matters including figures on
workforce changes and feedback from workforce engagement,
details of whistleblowing reports, health and safety statistics
on incidents and performance updates, legal compliance
activities, and reports on any regulatory matters and disputes that
have arisen.
•
During the year, Jamie Murray Wells, the designated Non-
Executive Director for workplace engagement, attended and
sponsored the RM Workforce Engagement Group, meeting with
employees to discuss their views and feedback on engagement
survey results.
•
The Audit and Risk Committee receives reports from internal
audits of procedure and practices across the Company, which
provides alerts to issues that could threaten the Company’s
culture.
• The Remuneration Committee reviews workforce remuneration
policies and practices and assesses their alignment with the
culture and strategy of the Company. Gender pay reports are
reviewed annually to ensure these are consistent with the
Company’s values.
• The Nomination Committee considers the Company’s diversity
and inclusion strategy, practices and progress to ensure it
reflects the Company’s values.
Stakeholder engagement – Section 172 statement
Engagement with the Company’s key stakeholders is vital to
building a business that provides valued products and services to
its customers, that employees are proud to be part of and that
rewards shareholders. See pages 73 to 75
of the Strategic Report
for details of how the Board engaged with its key stakeholders
during the year.
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Internal control
The Company maintains a system of internal control which
provides reasonable, but not absolute assurance against material
misstatements or loss, as it is designed to manage rather than
eliminate the risk of failure to achieve business objectives. We
recognise RM operates in a competitive market that can be
affected by factors and events outside its control. Details of the
main risks faced by the Company are set out in the ‘Principal Risks
and Uncertainties’ table in the Strategic Report (refer to pages 42
to 45).
The Company maintains an ongoing process for identifying,
evaluating and managing risks.
The Audit and Risk Committee is regularly updated on the internal
control effectiveness, remediation plans and progress made against
these plans. Both the Board and the Audit and Risk Committee
have reviewed the operation and effectiveness of this framework
of risk management and internal control for the period and up
to the date of approval of the Annual Report. During the year,
enhancements that were made in the prior year to the internal
financial controls covering key processes within the purchase-
to-pay, order-to-cash, forecast-to-fulfil and record-to-report
processes, were embedded. The effectiveness of the controls were
regularly tested during the year by internal audit.
The Board and Audit and Risk Committee are satisfied with the
internal controls.
Further details are provided in the Audit and Risk Committee Report
on pages 94 to 100.
Corporate governance
Our governance framework sets a clear division of responsibilities of the Board members. A
table confirming the extent to which authority is delegated from the Board to its Executive
Directors and operating divisions is published on the Company’s intranet.
Financial reviews and planning
A regular review of actual results and variance analysis against prior periods and forecasts,
carried out at the divisional and Company level. The financial planning process has an annual
budget approved by the Board. The rolling forecasts are prepared monthly and presented to
the Board at monthly Board meetings.
Organisational structure
The clear and transparent organisational structure with reporting lines defined within our HR
system.
IT controls
Most financial transactions are recorded and, where required, approved utilising a system
automated workflow. Data transfers between our systems are either automated or imported
with minimal manual intervention to maintain the integrity of the data.
The inherent internal control weakness is reliance on off-system calculation of revenue
recognition for the Assessment division which is inherently complex and does not lend
itself to systemisation. We closely monitor these calculations, including inputs and outputs.
The calculations of provisions and adjusting items requiring management judgements
and estimates are closely monitored by the Chief Financial Officer and the Audit and Risk
Committee.
The Company has established controls and procedures over the security of data held on the
systems, including business continuity arrangements.
Employee engagement
Staff are aware of the delegated authority limits set by the Board and confirm their
understanding of our internal policies, which are contained on our Company intranet and in
our Code of Conduct. Staff have annual performance reviews with any training requirements
identified and agreed within six months. The Company operates a Whistleblowing Policy
which includes access to an independent helpline for anonymous reporting of concerns (see
page 70).
Treasury and tax procedures
Treasury is controlled by the Chief Financial Officer and Treasurer. All transactions are checked
and monitored. All complex or large transactions are discussed in advance with the Board and
Executive Directors.
The Head of Tax maintains the UK and foreign jurisdiction tax compliance (except Indian
shared services operations) and the tax risk register.
Internal audit
The internal audit function performs various assurance reviews as part of the annual Internal
Audit Plan which is prepared by the Head of Internal Audit & Internal Control and shared with
the Financial Controller and Chief Financial Officer, where appropriate, before submission to
the Audit and Risk Committee for approval.
The implementation of recommendations arising from the internal audit reviews are
monitored by the Audit and Risk Committee.
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Corporate
Governance Report
continued
Overview
Strategic Report
Corporate governance
Financial statements
FY25 key focuses of the Board
During the year the Board covered a range of activities as follows:
Link to
strategic
priorities
Governance
Strategy
People and
responsible business
Finance
Key activities
and discussions
in FY25
• Approved customer
contract wins and
extensions in line with
RM’s delegated authorities
• Considered reports
and presentations on
governance such as
internal controls updates,
data protection and cyber-
security
• Conducted an assessment
of the principal and
emerging risks facing
the Company, and the
effectiveness of the
internal controls and risk
management systems
• Attended to regulatory
matters, which included
the review and approval,
according to the Audit
and Risk Committee’s
recommendations, of
the 2024 Annual Report
and Accounts, and
2025 interim results
announcements
• Approved policies and
statements
• Received reports from
the Chief Executive on
performance against
the strategic priorities
• Considered updates
on the divisions, along
with key customer
and operational
developments
• Discussed and
monitored strategic
business initiatives,
including: a plan to
dispose of non-core
assets, separation
work to simplify the
group, and the use of
AI for marking
• Approved the
appointment of Singer
Capital Markets as sole
corporate broker
• Considered ways
of raising additional
capital
• Received
presentations on
people matters
including the
results of employee
engagement surveys,
employee initiatives
and updates on
whistleblowing
• Considered attrition
rates across RM
• Received a
presentation from
the Health and
Safety Manager
• Received updates
from the Chair of
the ESG Committee
on progress of
environmental and
social KPIs
• Discussed and
monitored
performance
versus budget and
forecast, trends and
KPI performance
throughout the year
• Considered the
Company’s financial
position, liquidity
headroom, banking
covenants and realistic
downside scenarios and
mitigations
• Received updates on the
legacy RM defined benefit
pension schemes and its
technical and accounting
valuations
• Considered adherence
to and effectiveness of
the Company’s banking
facility agreement
• Discussed and approved
a restructure of the
Australian legal entities
Key outcomes
• Approved customer
contract renewals with the
Singapore Examination
and Assessment Board
(RM Assessment) and
South Lanarkshire Council
(RM Technology)
• Documenting and
embedding of financial
and governance controls
across key business
processes
• Approved Modern Slavery
Statement 2025 and Anti-
Bribery and Corruption
Policy 2025
• Official launch of RM
Ava, RM’s adaptive vitrual
accreditation platform
• Invested a further
£6m in FY25 on
development
of RM Ava
• Successful equity
placing raising
£13.5m significantly
oversubscribed
• Two proof of concept
AI events hosted
and attended by
key customers and
members of the Board
• Approved FY26
environmental and
social KPIs
• Approved FY25
gender pay-gap
reporting (which
showed a gap in
favour of women)
• Approved the
actions from the
FY25 employee
engagement survey
• Approved the
FY26 budget
• Signed an amendment
and extension to the
Company’s banking
facility agreement to
July 2027
• Agreed with the
Consortium CARE defined
benefit pension scheme’s
trustee that company
contributions ceased from
1 June 2025 (subject to
the outcome of future
valuations)
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On behalf of the Board, I
am pleased to present the
Nomination Committee
Report for the year ended 30
November 2025.
The Nomination Committee
The Nomination Committee (the
Committee) operates under Terms of
Reference approved by the Board. These
can be found on the Company’s website.
Committee membership
and attendance
The Nomination Committee during the
year ended 30 November 2025 was
comprised of Non-Executive Directors and
the Chair of the Board as detailed below:
• Helen Stevenson (Chair)
• Richard Smothers
• Christopher Humphrey
• Jamie Murray Wells
• Carolyn Dawson
The other Directors attend meetings as and
when required and by invitation.
The Nomination Committee held two
scheduled meetings during the period and
other ad hoc meetings. Attendance is set
out in the table to the left.
Roles and responsibilities
The Nomination Committee is responsible
for leading the process for Board
appointments, ensuring that plans are in
place for orderly succession to both the
Board and the Executive and overseeing
the development of a diverse pipeline for
succession.
The Committee’s responsibilities include:
Board composition
Evaluating the size, structure and
composition (including the balance of skills,
experience, knowledge, independence
and diversity) of the Board and making
recommendations to the Board with regard
to any changes.
Succession planning
Ongoing succession planning and
appointment procedures for Board and
Executive-level appointments.
Appointment process
Leading the process for Board
appointments and making
recommendations to the Board.
Sufficient time
Assessing whether Directors can commit
sufficient time to fulfil their responsibilities.
Diverse pipeline
Overseeing the development of a diverse
pipeline for succession for the Board and
Executive Committee and monitoring the
impact of diversity initiatives across the
Company.
Effectiveness
To report to the Board on how it has
discharged its responsibilities.
Focuses of the Nomination
Committee in 2025
During the year, the following key activities
were undertaken by the Committee:
• The recommendation for reappointment
at the Annual General Meeting of all
Directors standing for re-election based
on the evaluation of the Board and its
Committees.
• Considered succession planning
proposals from the Chief People Officer
for Executive Directors and other senior
management roles in the Company.
• Reviewed the outcome of the annual
Board and committee effectiveness
review.
No. of meetings attended
in the period/eligible to
attend
Helen Stevenson
2 / 2
Christopher Humphrey
2 / 2
Richard Smothers
2 / 2
Jamie Murray Wells
1 / 2
Carolyn Dawson
2 / 2
Nomination
Committee Report
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Overview
Strategic Report
Corporate governance
Financial statements
Succession planning
The Code stipulates that the Board should
establish a Nomination Committee to
‘ensure plans are in place for orderly
succession to both the Board and senior
management positions’. The Nomination
Committee seeks to ensure that the
Board’s composition, and that of its
committees, is appropriate to discharge its
duties effectively and successfully direct RM
to achieve its strategic objectives. During
the year, the Nomination Committee
considered the Board’s composition,
including the tenure of Directors, diversity
and the collective attributes of the Board,
such as experience, knowledge and
skills. The Board has a broad range of
knowledge stretching across technology
transformative experience, current
technology roles within education and
financial expertise.
Succession planning this year focused
on the Chief Executive’s role, the Chief
Financial Officer’s role and the remainder
of the Executive Committee to determine
whether there was an emergency
successor and longer term successor.
In respect of the Chief Executive’s
role, the Chief Executive worked with
the Chief People Officer to provide
recommendations to the Nomination
Committee about potential successors. In
respect of all other Executive Committee
roles, the Chief People Officer worked
with the relevant committee members
to provide a recommendation to the
Nomination Committee for potential
successors. Where skills gaps were
identified, actions were agreement with the
Committee.
Below Executive Committee level,
leadership training programmes with a third
party continued for employees identified as
future leaders.
Diversity
The Board is committed to ensuring
there is strong diversity throughout the
Company which is reflected in our Equity,
Diversity and Inclusion Policy. As a global
Company with employees based around
the world including the UK, India, United
Arab Emirates, Australia and Singapore, it
is important to us that we go beyond what
legislation says we need to do, but deliver
what we know to be right, and build a
diverse and inclusive environment, which
celebrates our peoples’ differences.
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At Board level, our aim, supported by the Nomination Committee, is to have a well-balanced Board with the appropriate skills, knowledge,
experience and diversity to meet the needs of our business and to drive our strategic plans. Two years ago there were six new
appointments to the Board, which required specific expertise to lead the Company’s recovery and transformation journey. While diversity
was a key consideration with search agencies, who were requested to provide a diverse pool of candidates in terms of both gender and
ethnicity, the Board needed to balance this alongside the specific experience requirements such as technology transformative experience
and relevant technology roles within education. This means that RM is yet to meet two out of three of the diversity Listing Rule targets
(see table below) and, given the short tenures currently served by members of the Board, achieving them in the short-term is challenging.
However, the Board remains fully committed to achieving all three Listing Rule targets in the medium-term.
The Board recognises the following objectives:
Objectives
Current position
Aim to achieve:
i.
female members
representing 40%
of the total Board
membership;
Currently, at the date this report was signed, female Board members comprise 29% of the Board, which is the
same as last year.
ii.
at least one senior
Board position is held
by a woman; and
The position of Chair is held by a woman and therefore this target has been met.
iii.
at least one member
of the Board is from
a non-white ethnic
minority background.
Currently, there is no Board member from a non-white ethnic minority background. Diversity has been, and
will continue to be, an area of focus in future Director searches.
A focus on diversity in
succession planning
and when seeking
to make Board-level
appointments.
Diversity is a key consideration for Board appointments and will continue to be with search agencies
requested to include a diverse pool of candidates in terms of both gender and ethnicity.
To consider
composition and
diversity as part of its
review of effectiveness
in the Board evaluation.
These matters were considered in the 2025 Board evaluation (see page 86 for details and Board composition
on pages 78 to 79 and 93).
To make key diversity
and inclusion
information about
the Board and senior
management available
in the Annual Report.
Data on diversity within RM under listing Rule 6 Annex 1 is shown below.
Gender diversity at Executive Committee level is 50%, an increase from 44% as at 30 November 2024.
Gender identity
Number of
Board members
Percentage
of the Board
Number of senior
positions on the Board
(CEO, CFO, SID and
Chair)
Number in
executive
management
Percentage
of executive
management
Men
5
71%
3
4
50%
Women
2
29%
1
4
50%
Not specified/prefer not to say
Data on diversity
Each member of the Board and member of the Executive Committee, as at 30 November 2025, self-reported their gender identity and
ethnic background through a fixed choice questionnaire with possible responses aligned to the specific categories in Listing Rule 6 Annex 1.
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Nomination
Committee Report
continued
Overview
Strategic Report
Corporate governance
Financial statements
Board and Committees evaluation
An evaluation of the effectiveness of the Board and its Committees was carried out in the year. For details including the outcomes and
actions taken, see page 86.
Board composition
The Board reviews the composition of the Board and the skills, knowledge and experience of its members, taking into account tenure and
diversity. Information on the skills, experience and knowledge of each Director is set out below and on pages 78 to 79 (Board of Directors).
The Committee considers the current Board membership provides the right mix of skills, knowledge and experience.
Board Skills, Knowledge
and Experience
Helen
Stevenson
Mark Cook
Simon
Goodwin
Christopher
Humphrey
Richard
Smothers
Carolyn
Dawson
Jamie
Murray Wells
Independence
Governance, Risk and Regulatory
Technology
Digital product management
Finance
Chief Executive and Leadership
Experience
Education sector
M&A/Restructuring
International
Stakeholder/Investor Relations/IP
Ethnic background
Number of
Board members
Percentage
of the Board
Number of senior
positions on the Board
(CEO, CFO, SID and
Chair)
Number in
executive
management
Percentage
of executive
management
White British or other White (including minority-white groups)
7
100%
4
7
87%
Mixed/Multiple Ethnic Groups
1
13%
Asian/Asian British
Black/African/Caribbean/Black British
Other ethnic group, including Arab
Not specified/prefer not to say
Helen Stevenson
Chair of the Nomination
Committee
4 March 2026
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No. of meetings attended
in the period/Eligible to
attend
Richard Smothers
4 / 4
Christopher Humphrey
3 / 4
Jamie Murray Wells
3 / 4
Carolyn Dawson
4 / 4
The Audit and Risk
Committee
The Audit and Risk Committee (the
Committee) operates under Terms of
Reference approved by the Board. These
can be found on the RM website.
Committee membership and
attendance
The Committee during the year ended
30 November 2025 comprised:
• Richard Smothers (Chair of the
Committee)
• Christopher Humphrey
• Jamie Murray Wells
• Carolyn Dawson
All of the above were independent
Non-Executive Directors. The Company
considers that Richard Smothers has
significant recent and relevant financial
experience, as further described in the
Directors’ biographies section of this
Annual Report.
To encourage effective communication,
in addition to the above members, the
Chair (Helen Stevenson), Chief Executive
(Mark Cook), Chief Financial Officer
(Simon Goodwin), Company Secretary
(Daniel Fattal), Financial Controller (Richard
Welfare), Head of Internal Audit and
Internal Control (Cam Pearson), and other
management are invited to attend the
Committee meetings as appropriate.
The external auditor is also invited to attend
the Committee meetings as appropriate.
The Committee met four times during the
period. Attendance is set out in the table on
the left.
Three of these meetings were part
of the regular schedule of meetings set out
in the Committee’s Terms of Reference,
with an additional meeting being required
to finalise the FY24 Financial Statements.
These meetings are planned around the
Company’s financial calendar.
On behalf of the Board,
I am pleased to present the
Audit and Risk Committee
Report for the year ended
30 November 2025.
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Audit and Risk
Committee Report
Overview
Strategic Report
Corporate governance
Financial statements
Annual committee objectives and progress
The Committee set a number of objectives for FY25 and agreed these with the Board. The objectives and progress are shown in the
table below.
The Committee has set the following objectives for FY26:
• Continue to monitor legislative and regulatory changes that
may impact the work of the Committee, including assessment
of readiness of compliance with the revised Corporate
Governance Code;
•
Continue with oversight of internal audit activities and findings,
including the IT separation;
•
To layout and agree a three year roadmap for risk management;
• Continue to monitor the progressive enhancements to internal
controls, including a transition to a controls-based audit
approach; and
•
Assess the first year of RSM audit with a view to evaluating
further efficiencies for subsequent years
Roles and responsibilities.
The Committee is responsible for carrying out the audit functions
as required by DTR 7.1.3R and assists the Board in fulfilling
its oversight responsibilities in respect of the Company. The
Committee’s responsibilities include:
Financial reporting
To review the reporting of financial and other information to the
shareholders of the Company and to monitor the integrity of the
Financial Statements, including the application of key judgements
Objective
Progress
Status
Assess the level of progress by
management on the overall improvement
in and assurance of internal controls and
the robustness of transition to sustainable
processes, target controls-based audit
for FY25
Initial phase of Process Guardian (key controls identification and
documentation) complete at the end of FY24.
During FY25:
• Controls continued to be embedded (through self-certification by
control owners on a quarterly basis, and semi-independent testing by
the Internal Audit & Internal Controls team); and
•
Additional controls were identified through internal audit reviews of
payroll, treasury and asset capitalisation.
Ongoing
Provide assurance to the Board on the
process for development of, and identifying
and managing, enterprise risks and
emerging risks, including AI, and horizon
planning to further strengthen a risk
management culture in RM
During FY25 the Risk Manager held individual meetings with the owner of
each functional component of the Company Risk Register, to review risks
and ratings and obtain updates on mitigations and emerging risks, with a
summary of the process presented to the Committee in September 2025.
The updated register forms the basis of the Principal Risks and
Uncertainties in this Annual Report.
Ongoing
Ensure there is alignment between the
assurance programmes in 2025 and RM’s
principal risks, including a review of the
efficacy of Internal Audit provision
FY25 Internal Audit plan was set with principal risks from the Company
Risk Register as a starting point, with further overlay from the Executive
team.
Six audits were completed during the year in line with the plan.
Efficacy of Internal Audit provision was demonstrated to the Committee
at each meeting through summaries of reports generated, ongoing
monitoring of open actions, and monthly controls KPIs reported to the
Board.
Complete
Provide assurance to the Board on the
approach and key judgements made in the
financial accounts for FY24
This was provided as part of the February and March 2025 Committee
meetings and documented in the Report of the Audit and Risk
Committee in the FY24 Annual Report.
Complete
Ensure there is a smooth transition of
auditor during FY25
Deloitte have formally resigned as auditors of RM plc, RM Education
Limited and RM Educational Resources Limited, and RSM UK Audit LLP
formally appointed. The FY25 audit has been successfully completed on
time and in line with expectations.
Complete
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and estimates and to ensure their application is presented in a fair,
balanced and understandable manner.
Internal controls and risk management systems
To review and assess the adequacy of the systems of internal
control and risk management, ensuring that a robust assessment of
the principal risks facing the Company has been undertaken, and
monitor the risk profile of the business.
Compliance, whistleblowing and fraud
To review the adequacy and security of the Company’s
arrangements for its employees and contractors to raise concerns,
in confidence, about possible wrongdoing in financial reporting
or other matters, review the Company’s procedures for detecting
fraud, and review the Company’s systems and controls for ethical
behaviour, the prevention of bribery and modern slavery.
Internal audit
To approve the internal audit plan, review the effectiveness of the
internal audit function, review all significant recommendations, and
ensure they are addressed appropriately and in a timely manner.
External audit
To review the effectiveness and objectivity of the external audit
process, assess the independence of the external auditor and
ensure appropriate policies and procedures are in place to
protect such independence, to be responsible for the procedure
for the selection of the external auditor and recommend their
appointment.
Evaluation and reporting
To report to the Board on how it has discharged its responsibilities.
Committee meetings have formal agendas, which cover all of
the areas of responsibility set out in the Committee’s Terms of
Reference and also include an evaluation of the Committee.
These agendas include meetings with the external auditor without
Executive Directors or managers of the Company present.
Financial reporting
Financial Statements
The Committee reviewed the form and content of the Annual
Report and the interim results prior to their publication to provide
assurance that the disclosures made in the Financial Statements
were properly set in context.
The Committee reviewed and considered the following areas:
•
The methods used to account for significant or unusual
transactions where different approaches are possible;
• Whether the Company has followed appropriate accounting
standards and made appropriate estimates and judgements,
taking into account the views of the Company’s auditor;
•
The consistency of, and any changes to, accounting policies
both on a year-on-year basis and across the Company;
•
The consideration of errors and the restatement of financial
information related to prior years;
•
The clarity of disclosure in the Company’s financial reports;
• The supporting assumptions and considerations behind the
adoption of the statements relating to going concern and
financial viability;
• Management’s progress in remediating control deficiencies; and
•
Whether the Company’s financial report is fair, balanced and
understandable;
As part of this process the Committee received reports from the
Company’s management and the external auditor. The external
auditor provided their audit opinion along with audit findings that
were of significance in relation to the audit of the annual Financial
Statements. The Committee reviewed these reports with the
external auditor.
The significant areas of judgements and estimates identified by the
Committee, in conjunction with management and the external
auditor, together with a number of areas that the Committee
deemed significant are set out below:
Matter considered: revenue recognition
In long-term customer contracts the arrangements are often
complex, particularly with respect to variable consideration and
service performance measures.
These contracts can involve significant judgements that may
impact the recognition of revenue including:
• The identification of performance obligations included within the
contract;
• The allocation of revenue to performance obligations including
the impact of variable consideration;
•
The combination of goods and services into a single
performance obligation;
• The measurement of progress for performance obligations
satisfied over time; and
• The consideration of onerous contract conditions and
associated loss provisions;
RM has estimation with respect to the variable revenues based
on the number of exam scripts in a number of key contracts that
determine the transaction price over the life of the contract.
Additionally, during the financial year, the RM Assessment division
secured a modification of the AOS contract with International
Baccalaureate (IB), which requires significant judgements including
identification of the distinct performance obligations.
The financial statement items exposed to these judgements
include the accounting policies for revenue, key sources of
estimation uncertainty, critical accounting judgements, and the
revenue figures themselves.
Committee action:
The Committee received papers that included bi-annual updates
on the key judgements and estimates arising from the more
complex and significant contracts in respect of IFRS 15, which in
the period have related to Assessment contracts. The Committee
is also provided with a bi-annual update on any significant new
contracts throughout the business and the types of performance
obligations and judgements identified in these contracts.
During the year, management modified the IB AOS contract
which allowed for the recognition of revenue in the year from
development of the key components of the software on a ‘stage
of completion’ basis, on the basis that provision of a copy of
the software allows the Company to recognise the perpetual
licence as a separate performance obligation, with delivery tied
to development and the software having no alternative use due
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Audit and Risk
Committee Report
continued
Overview
Strategic Report
Corporate governance
Financial statements
to its bespoke nature.
The contract modification also allowed
a reassessment of margins used in determining standalone
selling price.
Additionally, management have continued to operate an approach
to revenue cutoff for the TTS division whereby on a formalised
basis, revenue is deferred at both the interim and full-year position
to most accurately reflect the transfer of control of the goods sold
to the customer. In respect of UK sales this is aligned to the service
level agreement provided by the delivery agent. For international
sales, cutoff is reviewed on a case-by-case basis in accordance
with the international commercial terms applied to significant
shipments close to the period end date.
Outcome:
The revenue recognition policy includes the disclosure of the
significant judgements and estimates in relation to its application
and the Committee is satisfied that these have been properly
disclosed. The Committee is satisfied that the disclosures given
within the accounts are sufficient to gain a proper understanding of
the methodology of accounting for revenue across the Company,
including the recognition of deferred and accrued income at the
balance sheet date.
Matter considered: classification of
adjusting items
The Company reports adjusting items, which are used by the Board
to monitor and manage the performance of the Company, in order
to ensure that decisions taken align with the Company’s long-term
interests. Adjusting items are identified by virtue of their size, nature
and incidence at a segment level.
The financial statement items exposed to this judgement are
the Alternative Performance Measures section of the significant
accounting policies, critical accounting judgements, the
consolidated income statement, and the Alternative Performance
Measures note.
Committee action:
The Committee reviews and challenges papers that set out
adjusting items and supporting detail associated with those
adjustments. Items that are new in year were discussed, including
restructuring costs in respect of target operating model changes
and the ongoing classification of advisory costs relating to the
Consortium CARE defined benefit pension scheme, which
following the declaration of discontinued operations for
Consortium during the year ended 30 November 2024 should
not be included within the trading results of RM TTS, as RM TTS
receives no benefit (i.e. the members of the scheme are former
Consortium employees).
Outcome:
The Committee is satisfied that the presentation of adjusting
items has been made appropriately in respect of size, nature and
incidence, and believes the disclosures in the Annual Report and
Accounts allow the reader to obtain a good understanding of the
nature of the adjustments made.
Matter considered: valuation and
classification of internally generated assets
During the year the Company has continued to develop the RM
Ava platform (formerly referred to as the Global Accreditation
Platform), which comprises the majority of the value within other
intangible assets on the balance sheet.
There is judgement in respect of whether internally generated
costs qualify for capitalisation, whereby the Company must be able
to demonstrate all of the following, in accordance with IAS 38:
• Completion of the asset is technically feasible;
•
There is an ability to use or sell the completed asset, including a
consideration of how it will generate probable future economic
benefits;
•
A market exists to sell externally (or, if it is to be used internally, a
use case exists);
•
Adequate technical, financial and other resources will be made
available to complete development and sell or use the asset; and
• Expenditure attributable to the intangible asset during
development can be measured reliably.
The financial statement items exposed to this judgement are the
accounting policies for capitalisation and amortisation, and other
intangible assets on the balance sheet, and costs and profit within
the income statement.
Committee action:
During the year the Committee received a summary of project
governance and capitalisation rates in respect of the balance
capitalised at 30 November 2025, together with updates on
improvements to governance and process (including ongoing
communications of guidance to operational teams for timesheet
compliance, and formalised quarterly reviews of blended day rates)
following the prior year audit. The Committee has also reviewed
a paper from management assessing impairment, which includes
specific review of the unamortised and incomplete RM Ava asset
under construction.
Outcome:
The Committee has reviewed management’s assessment and
classification of the above judgement and is satisfied that the
correct accounting treatment has been applied.
Matter considered: valuation of goodwill
At the beginning of the financial year, the Company carried
a significant asset balance of £22.3m in respect of goodwill
attributable to the TTS division. The impairment assessment
requires the application of judgement concerning future prospects
and forecasts.
This judgement requires an assessment of Weighted Average Cost
of Capital and the expected cash flows of the Company at a cash-
generating unit (CGU) level. The cash flows used in this assessment
are based on those presented and approved in the Company
budget process and included in the going concern assessment.
The financial statement items exposed to this judgement are the
goodwill section of the significant accounting policies, key sources
of estimation uncertainty, and the goodwill balance.
Committee action:
The Committee has reviewed the robustness of the impairment
model and challenged the appropriateness of assumptions used to
calculate and determine the existence of impairment.
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Outcome:
As no further impairment of goodwill was recognised, the
Committee is satisfied this is in line with expectations given the
assessment was based on Board-approved future projections.
Matter considered: going concern
The Committee reviews and considers the appropriateness of the
preparation of the accounts on a going concern basis. The June
2025 amendment and extension of the Company’s financing
facility includes two primary covenants, liquidity and the last 12
months’ (LTM) EBITDA, which have been effective throughout
the year ended 30 November 2025. Step downs in the liquidity
covenant have been defined during certain periods. The facility
matures in July 2027.
The financial statement items exposed to this judgement are the
going concern assertion in the significant accounting policies and
the critical accounting judgements.
Committee action:
The Committee reviewed papers that outlined a base case forecast
with associated cash flows which was aligned to the previously
approved three-year budget, noting the latest forecasts. A set
of scenarios were then assessed and applied to this forecast
to establish a reasonable worst-case scenario with associated
sensitivities to assess the impact of these scenarios occurring
concurrently. The Committee also noted the maturity date of the
banking facility and the uncertainties associated with refinancing,
reviewing management’s refinancing paper, and concluding that
these were not material to the going concern assessment and that
the period of consideration remains appropriate at 12 months.
Outcome:
The Committee assessed that a thorough process had been
adopted and were satisfied no material uncertainties existed, and
therefore concluded that it could recommend that the Company
can continue to adopt a going concern basis of accounting in
preparing the Financial Statements.
Conclusion of financial reporting
considerations
Management reported to the Committee that they were not
aware of any material misstatements in the Annual Report and
Accounts.
The auditor reported to the Committee that they had
found no material misstatements that required correction. The
Committee was also satisfied that the significant assumptions
used for determining the value of assets and liabilities had been
appropriately scrutinised, challenged and were sufficiently robust.
The Committee, at the Board’s request, also considered whether
the half-year results and the Annual Report were fair, balanced
and understandable and whether the information provided was
sufficient for the reader of the statements to understand the
Company’s position and performance, business model and
strategy.
The Committee reviewed both the narrative and financial sections
of the reports to ensure they were consistent and gave a balanced
view of the performance of the business in the year and that
appropriate weight was given to both positive and negative
considerations. The Committee also considered whether the half
year and full-year results announcements were presented clearly.
The Committee considered whether the Annual Report and
Financial Statements enables readers to understand the Company’s
financial position and prospects, as well as assess its going concern
status and longer-term viability.
External audit
Appointment of external auditor
The Committee recommended, and shareholders approved
at the Company’s Annual General Meeting on 7 May 2025, the
appointment of RSM UK Audit LLP as external auditor. This is RSM’s
first year as the Company’s auditors, and follows a tender process
carried out in 2024 which was described on pages 101 and 102 of
the 2024 Annual Report & Financial Statements.
The Committee is comfortable that the audit partner from RSM
is independent from the Company. This assessment is based on
internal review of relationships and confirmation by the audit firm.
The Committee will continue to review the auditor appointment
and anticipates that the audit will be put out to tender at least every
10 years. The Company has complied with the Statutory Audit
Services Order 2014 for the financial year under review.
Oversight of external audit
The Committee has reviewed the scope and results of the audit
services, the cost, effectiveness and independence, and objectivity
of the external auditor. This includes discussions with the external
auditor, in relation to areas of key focus and ensuring that the
external auditor challenges management appropriately, in particular
in relation to matters that require judgement to be exercised.
The Independent Auditor’s Report sets out the key matters
considered and how these have been addressed by the external
auditor, which were discussed with the Committee. The external
auditor also reports on other matters such as upcoming regulatory
changes, control observations and peer practices.
The Committee did not request additional areas to be reviewed
by the external auditor, other than set out above. Separately, the
external auditor briefs the Committee on new developments
that may affect the Company to help ensure that the Company
is suitably prepared and up to date with all new and forthcoming
accounting developments and disclosures.
Assessment of the effectiveness of the external audit is conducted
by way of an internal survey of members of the Committee, the
Chief Financial Officer and the internal finance team.
During the year the Committee reviewed the Company’s
compliance with the Financial Reporting Council’s “Audit
Committees and the External Audit: Minimum Standard”. This
standard outlines a number of requirements in respect of
responsibilities of audit committees, the process to tender for
a new auditor, oversight of the audit and auditor, and reporting.
While this is only mandatory for companies that have a premium
listing on the London Stock Exchange and that are also are a
constituent of the FTSE350 index, the Company has opted to
adopt the standard as evidence of its focus on governance. While
the Company has assessed it is compliant with the majority of
the standard, a number of actions have been taken to ensure full
compliance, which are expected to be implemented during the
next financial year.
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Audit and Risk
Committee Report
continued
Overview
Strategic Report
Corporate governance
Financial statements
Policy on non-audit work
The Audit and Risk Committee has considered the issue of the
provision of non-audit work by the external auditor and has agreed
a policy intended to ensure that the objectivity and independence
of the external auditor is not compromised. The policy sets a limit
for fees for non-audit work and states that non-audit work should
only be undertaken by the external auditor where there is a clear
benefit to the Company in doing so. Any significant activity must
be approved, in advance, by at least two Audit and Risk Committee
members.
The Audit and Risk Committee’s policy is to include a cap on fees
for non-audit work of 15% of the annual audit fee. In exceptional
circumstances it may be appropriate for the auditor to carry out
non-audit work in excess of this cap. If this is the case the type of
work and the fee is considered very carefully by the Audit and Risk
Committee in advance of appointing the auditor to do the work
and with reference to the FRC’s 2019 Ethical Standard.
Fees for non-audit work in the period were less than 1% (£10k) of
the annual audit fee, which related to the banking facility covenant
compliance review. The banking facility covenant requires an
external assurance on the covenant compliance, and it is common
for this to be performed by the auditor as there is significant
leverage from the work performed from the audit. No interim
review was performed during the financial year.
Review of risk management and internal
control
As with any business, RM is exposed to risks as an inherent part of
creating value for shareholders. As described below, the Company
has put in place processes designed to identify these principal risks
and to manage and mitigate the effect of them. The Committee is
responsible for ensuring that risks are properly considered, and the
Board is responsible for deciding what risks should be taken and
how best to manage and mitigate the risks.
The Committee is responsible for monitoring the effectiveness of
the Company’s internal system of control.
Assessment of control environment
During the year, the Company continued to evolve its control
framework, with key financial controls now in operation across the
workstreams of Purchase to Pay, Order to Cash, Forecast to Fulfil
(for inventory) and Record to Report. 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 the next financial year.
The Committee has been updated regularly with respect to
the results of quarterly self-certification by control owners, and
independent sample testing carried out by the Internal Audit and
Internal Controls team. Further work is required, as expected,
in order to embed controls fully and reduce the level of control
failures identified by this sample testing. As a result, the auditors
have elected to test and place reliance on controls over payroll,
and have continued to undertake a substantive audit approach in
all other areas for the year ended 30 November 2025.
Management has provided the Committee with assurance that
where controls were not designed, implemented or operating
effectively, there were appropriate mitigating actions in place to
conclude that the Financial Statements do not contain material
errors.
The Committee continues to stay abreast of corporate governance
reforms. The 2024 Corporate Governance Code will apply to the
Company with effect from the year ended 30 November 2026,
with the changes to Provision 29 taking effect a year later.
Management will shortly commence a programme to ensure
the required actions are identified to allow a clear pathway to
compliance.
The most significant risks the Company is exposed to are set out in
the Principal Risks and Uncertainties section of the Strategic Report
on pages 42 to 47.
Control environment
– The Board has put in place an
organisational structure with clearly defined lines of responsibility
and delegation of authority to members of the Executive
Committee. A Company-wide approval matrix is in place, and
individuals are made aware of their level of authority and their
budgetary responsibility which enables them to identify and
monitor financial performance. There are established policies
and procedures, which have been further refined, documented
and refreshed during the year through the provision of a Policy
Committee. The Boards of the operating companies work within
terms of reference and any matters outside those terms or the
agreed business plan are referred to the Company Board for
approval.
Identification and evaluation of business risks and control
objectives
– The Board has the primary responsibility for
identifying the principal business risks facing the Company and
developing appropriate policies to manage those risks. It delegates
responsibility for operational risks to the Executive Committee,
which meets monthly.
During the year, the Company has operated its enterprise risk
framework model, which is overseen by the Board and reviewed by
the Committee at least once a year or when there are significant
changes affecting the Company’s risk profile.
Further details in relation to the processes for identifying and
managing Company risks are set out in Managing the Company’s
Risks on pages 40 and 41.
Public reporting
– The Committee reviews and comments upon
both the Company’s annual and interim results prepared by
management, together with any other trading statements that are
issued.
Management information
– Executive Committee members are
required to produce a budget for approval at the beginning of each
financial year. Detailed financial reporting is formally compiled
monthly and reviewed by the Board. Consolidated management
accounts are produced each month and results measured against
budget and against the previous year to identify any significant
variances. Forecasts are produced periodically during the year, with
variances to budget being measured.
Monitoring
– The Committee meets periodically to review
reports from management and the external auditor in order to
derive reasonable assurance on behalf of the Board that financial
control procedures are in place and operate effectively. An internal
audit plan is set with the Committee on an annual basis, and
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updates on progress are provided periodically. The internal audit
work is performed by an in-house team, managed by a qualified
accountant and experienced internal auditor who has regularised
reporting to the Chair of the Committee. Third-party specialists
may be utilised to undertake internal audits where insufficient
resource or specialist knowledge is available in-house.
Internal audit
The Head of Internal Audit and Internal Control recommends an
annual internal audit plan, focused on operational and financial
controls and risk areas, which is then reviewed and approved by
the Committee. The financial controls include controls to address
fraud risks. There have been no fraud instances during the year.
The Head of Internal Audit and Internal Control reports on progress
against this plan at Committee meetings and has a direct route to
the Committee Chair.
The external auditor does not rely on internal audit to substitute
any audit work required to form their opinion on the Financial
Statements.
Previously, an independent third party carried out a routine audit
that reviews adherence to the agreed controls and processes
in the Indian subsidiary.
During FY25, the statutory audit of the
Indian subsidiary by the RSM member firm provided an opinion on
financial controls.
The internal audit function has also completed audits of:
• Processes and controls:
z
Within the Treasury and Payroll functions; and
z
Governing asset capitalisation
• Sales governance in the RM Assessment division
• Marketing within the RM TTS division
•
Order to cash leakage within the RM TTS division
•
Cyber security risks and controls within the RM TTS division
Internal audit activities for FY25 were undertaken by the in-house
team, with the exception of the review of cyber security which
utilised the services of a third-party specialist.
The in-house team have also spent time during FY25 overseeing
periodic self-certification of key financial controls by control
owners, and undertaking independent sample testing of those
controls to determine whether they remain effective, which is
expected to continue in future years.
The FY26 internal audit plan, which was approved by the
Committee during the year, has been designed to align with the
most significant risk outputs from the enterprise risk management
process.
Whistleblowing Policy
The Company has adopted a formal Whistleblowing Policy and
more details may be found in the Governance Report on page 70.
Anti-bribery
RM conducts all its business in an honest and ethical manner and
seeks to ensure that all associates and business partners do the
same. The Company has implemented policies and procedures to
ensure that it is transparent and ethical in all business dealings as
referenced in the Governance Report on pages 68 and 69.
Richard Smothers
Chair, Audit and Risk Committee
4 March 2026
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Audit and Risk
Committee Report
continued
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Overview
Strategic Report
Corporate governance
Financial statements
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This report is divided into the following sections:
Part A
Remuneration Committee Chair’s statement: which
provides an overview of the report, the functioning and
membership of the Remuneration Committee, and
the major activities and outcomes for the year ended
30 November 2025; and
Part B
Implementation Report: which sets out the
payments and awards made to Directors for the year
ending 30 November 2025 and how the Directors’
Remuneration Policy will operate for the year ending
30 November 2026.
On behalf of the Board, I am pleased to
present the Remuneration Committee
Report for the year ended 30 November
2025
.
Roles and responsibilities
The Remuneration Committee is responsible for setting a
formal and transparent procedure for developing the Policy
on Director remuneration in accordance with the Code.
The Committee’s responsibilities include:
Reviewing the appropriateness of the Directors’
Remuneration Policy
• Determining with the Board the Policy for remuneration
of the Executive Directors, Chair of RM, and for senior
executives; ensuring the alignment to the Policy with RM’s
purpose, values, and strategy, and promoting the long-
term success of RM;
• Setting remuneration; and
• Setting and authorising annually the remuneration of
the Chair, Executive Directors, and senior executives in
accordance with the Policy and with due account taken
of all relevant factors, such as individual and Company
performance and remuneration payable by companies of
a comparable size and complexity.
Workforce remuneration
Reviewing workforce remuneration and related policies
across the Company and taking account of this in setting
Executive Director remuneration.
Incentive plans
Approving all performance-related pay schemes, targets
set, and total annual payments made under these schemes.
Reviewing such schemes to ensure these plans are
structured appropriately and are consistent.
Discretion
Determining whether discretion should be exercised to
ensure payments are fair.
Effectiveness
To report to the Board on how it has discharged its
responsibilities and making appropriate recommendations.
Part A – Remuneration Committee Chair’s Statement
Remuneration
Committee Report
Part A – Remuneration Committee
Chair’s statement
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Overview
Strategic Report
Corporate governance
Financial statements
Stakeholder engagement
I would like to thank our shareholders for their continued support
this year.
As the continuing Chair of the Remuneration Committee, I remain
available to discuss remuneration with shareholders and will be
available to answer questions at the forthcoming AGM.
Performance during the year ended 30 November
2025
The financial performance for the year was strong with adjusted
operating profit of £11.5m in line with market expectation (profit
before tax of £3.2m) and significant progress has been made on
most of the strategic initiatives set.
Bonus award for 2025
The Committee assessed the performance of each of the three
targets making up the Executive Directors’ FY25 bonus: adjusted
operating profit, free cash flow, and the transformation objectives.
Each target had an equal weighting of one third.
The adjusted operating profit for FY25 of £11.5m meant RM
exceeded threshold but did not meet target. The free cash flow
target range of -£2m to £2m, with a target of £0m, was not met;
while RM successfully completed an equity raise, and completed
some deleveraging with sales of IP licenses, there was no reduction
of underlying net debt during the year.
The transformation objectives included seven key objectives central
to stabilising and progressing the strategy (see page 105 for details).
After a thorough assessment by the Committee, it was determined
that the transformation objectives had been 53% achieved.
In total, the targets were achieved at 30.2% of maximum on a
formulaic basis meaning a bonus payable of 33.2% of salary (out
of a maximum of 110%) for the Executive Directors. However,
following a request by the Executive Directors to ensure that
bonuses could be applied appropriately to the wider leadership
team, the Committee adjusted the amount payable to the Executive
Directors to 28.0% of salary.
2023 Long-term incentive plan (LTIP)
The annual report on remuneration also gives details of the
vesting outcomes for the LTIP awards granted in January 2023
for Mark Cook and August 2023 for Simon Goodwin. The
awards vest in January 2026 and August 2026, respectively. The
relative Total Shareholder Return (TSR) target (40% of the award)
measured over the performance period of three financial years to
30 November 2025 was met in full, with RM ranked 11 out of 104
companies in this period; however, the absolute TSR target (60% of
the award) was not met over the performance period and so this
part of the award lapses. Therefore, the 2023 LTIPs will vest at 40%
in total.
Each of our Executive Directors received further LTIP awards in
FY25. Details of performance conditions are set out later in the
Directors’ Remuneration Report but are broadly: (i) 40% based on
relative TSR; and (ii) 60% based on demanding absolute TSR growth.
Discretion
The Board did not exercise discretion (positive or negative)
regarding Directors’ remuneration outcomes during the year, save
for the negative discretion applied to reduce the formulaic outcome
of the FY25 bonus (see above). The Committee considers that
the overall pay outcome for the year ended 30 November 2025
is justified and appropriate given the overall performance of the
business and the performance of the Executive Directors.
Remuneration in 2026
Our intention is to continue to apply our Directors’ Remuneration
Policy in 2026 in a way which is closely aligned with how we applied
our Policy in 2025. We will operate our annual bonus plan again in
2026. This is a critical year, and we propose a slightly different set of
measures, which the Committee agree are better methods to drive
performance. We will again apply an adjusted operating profit (AOP)
target, as our most important operational goal. Instead of cash,
we will measure deleveraging success. We will add growth targets,
which will be a mix of pipeline of customers and total contract value
(TCV), accrued in-year, and apply transformation objectives again.
These will make up a total set of metrics for Executive Directors’
bonuses. Weightings will be 30% AOP, 30% deleveraging, 30%
growth, and 10% transformation objectives. These performance
metrics ensure alignment with our strategic focus for the year.
We also intend to make further LTIP awards in 2026 using relative
TSR as a single metric for simplicity and since the Company’s share
price is at a more normalised level than in previous years. Further
details are set out on page 110.
Actions on base salary for FY26 are different to last year. External
factors have impacted the total pay bill for RM; increases to UK
Employer’s National Insurance, and UK National Minimum Wage,
are not insignificant. The Committee and the Executive Team
therefore made the decision not to increase senior leader base pay
for FY26 and for FY26 our Chief Executive’s annual salary will remain
£391,040, our Chief Financial Officer’s annual salary will remain
£290,871, and all Non-Executive Director’s fees will remain at the
same levels as in FY25. Details are provided in the section 8 table
on page 109. Across the business the wider average increases for
salaries will be 2% for UK-based employees, 5% for our colleagues in
India, and 3% in other countries, led by market dynamics.
The decision to freeze board pay levels in FY26 is in no way a
reflection of personal and business performance. Since the Chief
Executive’s appointment, RM’s performance has risen across
measures with adjusted operating profit now over £11m. However,
the Executive team felt their focus should be on rewarding talent
within their teams, while controlling overall costs. Future Chief
Executive and other senior roles’ salary reviews will consider all these
factors, and we will review benchmarking again next year.
Our Chief Executive will be awarded LTIP shares worth 200% of base
salary (FY25 was also 200% of base salary) in 2026. The FY26 award
is in line with the annual award limit in the Directors’ Remuneration
Policy. The Committee considers this FY26 LTIP award level to be an
appropriate recognition of the progress made by the Chief Executive
in leading our business’ recovery since his appointment. It also
reflects feedback from some of our major investors that they wish
to see our Chief Executive further incentivised with long term share
awards.
Looking forward
At our 2026 AGM, shareholders will be asked to approve the
Directors’ Remuneration Report for 2025, which will be the normal
annual advisory vote on such matters.
I hope that our shareholders will remain supportive of our approach
to Executive pay at RM and vote in favour of this resolution at our
2026 AGM. I will be available to answer questions on the Directors’
Remuneration Report at the AGM, and if any shareholder wishes
to contact me in advance of that meeting to discuss any matters
disclosed in the report, I can be reached via the Company Secretary.
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1. Directors’ remuneration – single figure of remuneration (AUDITED)
The tables below set out a single figure of remuneration for each of the Directors in respect of the year ended 30 November 2025 and, in
respect of those Directors, the equivalent figures for the year ended 30 November 2024. The table has been audited.
Salary/
fees
£000
Taxable
benefits
£000
Annual
bonus
£000
LTIPs
(vested)
£000
Retirement
Benefits
1
£000
Other
4
£000
Total
£000
Total
Fixed
Remuneration
Total
Variable
Remuneration
£000
3
Name
2025
2024
2025
2024
2025
2024
2025
2024
2025
2024
2025
2024
2025
2024
2025
2024
2025
2024
Executive
Mark Cook
2
386
372
10
10
108
308
365
-
15
14
-
-
884
704
411
396
473
308
Simon
Goodwin
288
280
10
10
80
232
125
-
17
16
-
-
520
538
315
306
205
232
Non-Executive
Helen
Stevenson
154
149
-
-
-
-
-
-
-
-
-
-
154
149
154
149
-
-
Richard
Smothers
53
52
-
-
-
-
-
-
-
-
-
-
53
52
53
52
-
-
Jamie
Murray Wells
53
48
-
-
-
-
-
-
-
-
-
-
53
48
53
48
-
-
Carolyn
Dawson
53
48
-
-
-
-
-
-
-
-
-
-
53
48
53
48
-
-
Christopher
Humphrey
51
53
-
-
-
-
-
-
-
-
-
-
51
53
51
53
-
-
Total
1038
1002
20
20
188
540
490
0
32
30
0
0
1768
1592
1090
1052
678
540
1
The section below headed ‘Retirement benefits’ explains how those benefits have been calculated and presented in the above tables.
2
Total fixed remuneration is the aggregate of the base salary, pensions, and benefits. Total variable remuneration is the aggregate of the bonus and vested LTIPs.
3
Individuals who were no longer Directors in the year ending 30 November 2025 have not been included in the above table. Details of their change in remuneration can
be found in previous Annual Reports to the extent this was required to be provided. These are available on the RM website in the Reports section.
The following provides details of how the ‘single figure’ has been calculated:
Annual salary:
The annual salaries of the Executive Directors were increased in April FY25 and changed to:Chief Executive
£391,040 FY25 from £376,000 FY24 (£365,000 from appointment on 16 January 2023) and Chief Financial
Officer £290,871 FY25, £283,500 FY24 (£275,000 from appointment on 29 August 2023).
Taxable benefits:
These comprise taxable benefits including private healthcare and car allowance. The figure included in the
above table in respect of such benefits is calculated based on the taxable value.
Annual bonus:
The Committee decided that the bonuses payable to the Executive Directors for the year ending
30 November 2025 are as shown in the table above and relate to the attainment of financial and
transformation strategic objectives as described below.
Long-term
incentive plans:
The 2023 LTIPs vesting in 2026 are shown after applying the outcome of the performance conditions and
valued using the average share price for the three months ending 30 November 2025, being 104.5p.
Retirement benefits:
Retirement benefits are provided via a defined contribution and/or cash supplement. Contributions for the
current Executive Directors have been set at 4.5% to 7%, the same contribution range being used for the UK
workforce (UK employees receive contribution rates at 4.5% to 7%, depending on employee salary sacrifice
election).
Non-Executive pay
review:
Details of Non-Executive Director fees for 2025 and 2024 are summarised in paragraph 8 (Statement of
Implementation), on page 109.
Part B – Implementation Report
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Remuneration
Committee Report
continued
Overview
Strategic Report
Corporate governance
Financial statements
FY25 Annual bonus metrics
Metric
Overall weighting
(% of max bonus)
Target range
Performance
outcome
Vesting attained
(% of this part)
Threshold
(20% vesting)
On-target
(50% vesting)
Stretch
(100% vesting)
Adjusted Operating Profit
(1)
33.3%
£11m
£12m
£13m
£11.5m
12.5%
Free Cash Flow (adjusted
net debt)
33.3%
£(2)m
£0m
£2m
£(11.6)m
1
0%
Transformation objectives
33.3%
Remuneration Committee assessment
17.7%
Total vesting (% of maximum bonus)
30.2%
1.
Net debt reduced by £1.1m to £50.6m at 30 November 2025; however, since the improvement was attributable to the equity raise in October 2025, the Committee
determined that no bonus is payable relating to the free cash flow target.
As shown in the table above, one-third of the maximum opportunity for the FY25 annual bonus related to adjusted operating profit
performance. The adjusted operating profit for FY25 was £11.5m, meaning that the target was 37.5% met (12.5% of the 33.3% weighting).
The cash target, also one-third of the maximum opportunity, was not met, as mentioned above.
The remaining third of the maximum opportunity related to the attainment of transformation objectives. These objectives included the
following key matters:
•
Growth plans and achievement of pipeline and order books
• Improving customer experience
•
Development of RM Ava, our RM Assessment platform and delivery of our portfolio roadmap
• ESG, workforce capability, and culture goals
•
Delivery of targeted cost efficiencies within the operating model.
Each transformation objective was reviewed in detail by the Committee with evidence provided to support each outcome. The Committee
agreed that 53% had been achieved (17.7% of the 33.3% weighting).
The maximum annual bonus for each Executive Director was 110% of base salary, and accordingly the total vesting level shown above
(30.2% of maximum bonus) produced FY25 annual bonus outcomes of 33.2% of salary for the Chief Executive (£128,152) and Chief
Financial Officer (£95,616). Although the formula outcome of 33.2% of salary was achieved, following a request by the Executive Directors
to ensure that bonuses could be applied appropriately to the wider leadership team, the Committee adjusted the amount payable to the
Executive Directors to 28.0% of salary. This equated to a bonus of £107,536 for the Chief Executive and £79,990 for the Chief Financial
Officer.
2023 Long-term Incentive Plans vesting in 2026 (AUDITED)
For the 2023 LTIP awards granted on 16 January 2023 to Mark Cook and 29 August 2023 to Simon Goodwin, they are subject to the
achievement of performance measures. Vesting of the 2023 LTIP awards is detailed in the table below.
Measure
Weighting
Targets
Performance
period
Outcome
Vesting
TSR relative to FTSE
SmallCap
40%
0% vesting for below median
performance
25% vesting for median performance
100% vesting for upper quartile
performance or greater
Straight-line vesting between
these points
1 December 2022 to
30 November 2025 (two-
month averaging)
Above upper quartile
100%
Absolute TSR
60%
25% vesting at 120 pence
100% vesting 195 pence
Straight-line vesting between
these points
1 December 2022 to
30 November 2025 (two-
month averaging)
111 pence
0%
Total vesting
40%
The Company achieved a relative TSR ranking of 11 out of 104 companies, comfortably inside the upper quartile.
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Accordingly, the total number of LTIP shares that vested in relation to the performance period completed as at the period end and which
are reflected in the single figure table on page
104, is detailed in the table below.
Date of grant
Total no. of shares
% vesting for
performance
No. of awards
vesting
Total value on
vesting
Transfer of award /
earliest vesting
Mark Cook
16 Jan 2023
873,763
40%
349,505
£365,233
16 Jan 2026
Simon Goodwin
29 Aug 2023
300,000
40%
120,000
£125,400
29 Aug 2026
The potential value of the 2023 LTIP awards were calculated using the average share price for the 3 months ending 30 November 2025, being 104.5p.
2. Long-term Incentive Plans awarded during FY25 (AUDITED)
During the year ended 30 November 2025, the following long-term incentive awards were made.
Name
Type of
share
award
Grant
date
No. of
Shares
under
award
Face value
of award
at grant
£000
% of
annual
base
salary
Percentage
that would vest
at threshold
performance
The end of the period
over which the
performance conditions
must be fulfilled
A summary of performance
targets and measures
3
Mark Cook
Nil cost
Option
31 March
2025
786,010
782.1
200%
25%
30 November 2027
•
40% – relative TSR
•
60% – absolute TSR
• Underpin: Committee to
consider overall performance
of the Company and the
contribution of the individual
before vesting
Simon Goodwin
Nil cost
Option
31 March
2025
292,332
290.9
100%
25%
30 November 2027
1
Awards granted under the LTIP Scheme (RM Performance Share Plan 2019).
2
The face value of the award has been calculated by multiplying the maximum number of shares in the award by the average share price over the preceding trading day
on the date of grant of the award. The face value of award was 99.5p. The exercise price per share is £0.00.
3
Forty percent (40%) of the award is based on RM’s relative TSR performance for the period from 1 December 2024 to 30 November 2027. RM’s relative TSR performance
shall be measured against the TSR performance of the companies within the FTSE Small Cap (excluding Investment Trusts) Index (Comparator Group) over the above
period. Vesting will occur on a sliding scale between median (25%) and upper quartile or above (100%). Sixty percent (60%) of the award is subject to a performance
condition relating to the performance of RM’s TSR against absolute targets also measured at the end of the same three-year period and vesting on a sliding scale between
120p (25%) and 195p or above (100%). The award is also subject to an underpin, whereby the Committee will consider overall performance of RM and the contribution of
the individual before the award may vest.
3. Performance graph – Total Shareholder Return
The following graph illustrates RM’s total shareholder return for the 10 years ended 30 November 2025, relative to the performance of the
FTSE SmallCap (ex. Investment Trusts). The FTSE SmallCap represents a broad equity index of which RM has been a constituent member
for most of the period shown and, therefore, has been selected as a comparator for this reason.
Total Shareholder Return Value (£)
RM
FTSE SMALL CAP (ex IT)
Source: Datastream (a LSEG product)
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Remuneration
Committee Report
continued
Overview
Strategic Report
Corporate governance
Financial statements
4. History of Chief Executive pay
The table below sets out details of the total pay for each of the persons who have performed the role of Chief Executive for the current
year and the preceding 10 financial years. The ‘single figure’ is calculated using the same methodology as that used for the ‘single figure’ of
remuneration table in paragraph 1 above.
The pay-out of incentive awards as a proportion of the maximum opportunity for the period.
Year
Chief Executive
Single Figure
(£000)
Annual variable element award rates
against maximum opportunity
Long-term incentive vesting rates
against maximum opportunity
2016
David Brooks
655
45.0%
100.0%
2017
David Brooks
713
73.0%
36.0%
2018
David Brooks
982
64.0%
100.0%
2019
David Brooks
553
41.0%
0%
2020
David Brooks
792
0%
100.0%
2021
1
David Brooks
133
0%
0%
Neil Martin
628
35.8%
38.5%
2022
Neil Martin
405
0%
0%
2023
2
Neil Martin
135
0%
0%
Mark Cook
558
34.0%
0%
2024
Mark Cook
704
81.9%
0%
2025
Mark Cook
884
28.0%
40.0%
4
David Brooks from 1 December 2020 to 28 February 2021. Neil Martin from 1 March 2021 to 30 November 2021.
5
Neil Martin from 1 December 2022 to 15 January 2023, Mark Cook from 16 January 2023 to 30 November 2023.
5. Relative Importance of Spend on Pay
The following table sets out, in respect of the year ended 30 November 2025 and the immediately preceding financial year, the total
remuneration paid to all employees as compared to other significant distributions and payments.
2025 (£m)
2024 (£m)
Total remuneration to employees
1
54.2
55.9
Dividends paid
2
-
-
Corporation tax paid/(refunded)
2
0.4
(1.1)
Defined benefit pension cash contribution
2
1.4
4.3
1
Includes remuneration paid to Executive Directors. Note 7 of the Financial Statements shows how this has been calculated, figures for social security costs, pension
costs and share based payments have been excluded.
2
These payments have been added for context as other significant payments made by RM. These figures have been extracted from the Cash Flow Statement.
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6. Percentage change in remuneration of Directors
The following tables set out the percentage change for the following elements of remuneration paid to Directors and UK employees over
the periods outlined below.
% Change in Year Ending
Executive Director
Remuneration Elements
November 30,
2025
November 30,
2024
November 30,
2023
November 30,
2022
Mark Cook
Base Pay/Fees
1
3.7%
16.3%
n/a
n/a
Taxable Benefits
2
0.2%
18.9%
n/a
n/a
Annual Bonus
(64.9)%
155.9%
n/a
n/a
Simon Goodwin
Base Pay/Fees
1
2.7%
294.3%
n/a
n/a
Taxable Benefits
2
1.6%
293.4%
n/a
n/a
Annual Bonus
(65.5)%
759.3%
n/a
n/a
Total UK Employees
Base Pay/Fees
1
5.7%
6.8%
(7.0)%
5.5%
Taxable Benefits
2
(10.8)%
18.9%
4.1%
(10.9)%
Annual Bonus
(63.5)%
163.0%
(70.0)%
(3.0)%
1
Base pay/fees reflect annual salary increase in April 2025.
Employee base pay reflects salary increases as well as starters and leavers throughout FY25
2
Taxable benefits include car allowance and any additional cash allowances paid.
•
RM plc does not have any employees. The comparator group therefore comprises all employees of the UK subsidiaries (excluding Directors) who were employed
throughout the full financial year on a full-time equivalent basis.
•
The elements of remuneration have been calculated based on pay during the period compared with the previous year.
•
No bonus paid for the period 1 December 2021 to 30 November 2022. Bonus includes annual bonus and commission only and not any other non-performance-related
payments made to employees. Bonuses in table 6 relate to those actually paid in respect of the years ended 30 November 2021 and 30 November 2022.
% Change in Year Ending
Non - Executive Director
Remuneration Elements
November 30
2025
(1)
November 30
2024
(1) and (2)
November 30,
2023
November 30,
2022
Helen Stevenson
Base Pay/Fees
2.7%
7.9%
31.0%
0.0%
Richard Smothers
Base Pay/Fees
2.4%
18.3%
n/a
n/a
Taxable Benefits
n/a
n/a
Annual Bonus
n/a
n/a
Jamie Murray Wells
Base Pay/Fees
9.7%
1218.8%
n/a
n/a
Taxable Benefits
n/a
n/a
Annual Bonus
n/a
n/a
Carolyn Dawson
Base Pay/Fees
9.7%
1218.8%
n/a
n/a
Taxable Benefits
n/a
n/a
Annual Bonus
n/a
n/a
Christopher Humphrey
Base Pay/Fees
(3.47)%
185.4%
n/a
n/a
Taxable Benefits
n/a
n/a
Annual Bonus
n/a
n/a
1
Increases are due to a fee increase during FY24 and FY25 and changing Committee Chair responsibilities (e.g. Christopher Humphrey resigned as Chair of the
Remuneration Committee on 1 June 2024, with Carolyn Dawson appointed). Larger increases in FY24 are due to a full year’s fee in FY24 versus a portion in FY23.
2
Individuals who were no longer Directors in the year ending 30 November 2025 have not been included in the above table. Details of their change in remuneration
are detailed in previous Annual Reports to the extent this was required to be provided. These are available on the RM website in the Reports section. As mentioned in my
Statement, the Committee agreed to forgo any fee increases in FY26.
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Remuneration
Committee Report
continued
Overview
Strategic Report
Corporate governance
Financial statements
7. Chief Executive pay ratio
The following table sets out the Chief Executive pay ratios for the year ended 30 November 2025. This compares the Chief Executive’s
total remuneration with the equivalent remuneration for the employees paid at the 25th (P25), 50th (P50) and 75th (P75) percentile of RM’s
UK workforce. The total remuneration for each quartile employee, and the salary component within this, is also outlined in the table below.
Our median for all employees to Chief Executive pay ratio is 17.5:1, which is based on a Chief Executive Single Figure of £884,000.
Year
Method
25th Percentile Pay
Ratio
Median Pay
Ratio
75th
Percentile
Pay Ratio
2025
A
27.5:1
17.5:1
13.5:1
2024
A
23.0:1
14.8:1
11.5:1
2023
A
20.8:1
14.1:1
9.6:1
2022
A
15.6:1
11.2:1
7.4:1
2021
A
25.6:1
18.3:1
12.1:1
2020
A
33.3:1
23.9:1
15.8:1
The table below provides further information on the total remuneration figure used for each quartile employee, and the salary component
within this.
Year
25th
Percentile
Median
75th
Percentile
2025
Salary
£26,900
£42,500
£61,167
2025
Total Pay
£32,156
£50,523
£65,529
•
Method A was chosen as the statistically most accurate calculation. The total remuneration on a full-time equivalent basis as of 30 November 2025 for all UK employees
was calculated and employees ranked accordingly.
•
Full-time equivalent P11D values for benefits, such as private medical healthcare, have been used for anyone in receipt of the particular benefit as of 30 November 2025.
•
Pension values are not calculated on the same basis as the Chief Executive’s figure but rather based on the employer contribution as a percentage of salary as of
30 November 2025. This approach allows meaningful data for a large group of individuals to be obtained in a more efficient way.
•
The median pay ratio is considered consistent with the pay, reward and progression policies for RM’s UK employees taken as a whole.
8. Statement of implementation
This section sets out how the policy will be implemented in the year commencing on 1 December 2025.
Remuneration in 2026
Salary and fees: As explained in the Remuneration Committee Chair’s statement introducing this report, the Chief Executive will not receive
an annual pay rise in FY26, nor will the Chief Financial Officer, in-line with our UK pay strategy this year. The salaries of the Chief Executive
and Chief Financial Officer will therefore remain £391,040 and £290,871 respectively. This is the same for the Chair, and the NEDs’ fees.
£000s per annum (FY25)
Executive
Mark Cook
391 (391)
Simon Goodwin
291 (291)
Non-Executive
Chair (Including the chair of Nomination Committee)
155 (155)
Non-Executive Director base fee
47 (47)
Senior Independent Director (additional fees)
5 (5)
Chair of Remuneration Committee / designated NED for HR (additional fee)
7 (7)
Chair of ESG Committee/designated NED for workforce engagement (additional fee)
7 (7)
Chair of Audit and Risk Committee (additional fee)
7 (7)
Benefits and pension benefits:
These are expected to remain unchanged, as stated in paragraph 1 of Part C above.
Bonus:
The annual bonus for FY26 will operate in line with the Policy, but differently this year, retaining the key measure of adjusted
operating profit while adding growth and customer targets, which are key strategic focuses, and deleveraging success, also critical
to reduce net debt and improving gearing ratios. These three areas will each have equal weightings, worth 30%. The final 10% will be
measured on transformation objectives (weighting reduced from 33.3% in FY25). This 30:30:30:10 model is how the Committee will
measure the Executive Directors and the rest of the Executive team for bonus. The transformation objectives have been cascaded through
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RM and will drive 100% of the bonus outcomes for the direct reports of the Executive team, and their teams, according to outcomes and
affordability. The Committee will determine appropriate targets for the annual bonus, which can support both financial performance and
strategic developments. Due to issues of commercial sensitivity, it is not considered that it is in shareholders’ interests to disclose any
further details of these targets, but we are committed to provide appropriate levels of disclosure of these performance measures and
performance against them in next year’s annual report and accounts. The maximum bonus levels available will be in line with the Policy.
LTIP awards:
It is anticipated that, during the year ending 30 November 2026, an award will be made to each of the Executive Directors
under the RM plc Performance Share Plan 2019 at levels of up to 200% of salary for the Chief Executive and 160% of salary for the
Chief Financial Officer. Those awards will be of nil-cost options and in line with the remuneration policy. The appropriate performance
conditions will be decided at the time of the award, but vesting is expected to be based entirely on relative TSR performance based on the
following:
•
a performance condition comparing RM’s total shareholder return (TSR) against a comparator group of FTSE SmallCap Index (excluding
investment trusts) companies over a period of three years commencing on 1 December 2025 and ending on 30 November 2028.
It is intended that the relative TSR measure will encourage the generation of sustainable long-term returns to shareholders. Since the
Company’s share price has recovered to a more normalised level than in recent years it was felt that a single performance condition of
relative TSR for our 2026 LTIP awards provides appropriate simplicity and better protection for our shareholders’ interests. The base share
price for TSR measurement for our 2026 LTIP awards is now close to the start of the range which we have used for absolute TSR targets in
LTIP awards in recent years (120p to 195p), therefore making the continued use of these fixed absolute TSR targets inappropriate this year.
As in past years, 2026 LTIP awards will also be subject to an underpin, whereby the Committee will consider the overall performance of
RM and the contribution of the individual before an award may vest.
9. Statement of shareholder voting
The following table shows the results of the advisory vote on the 2024 Directors’ Remuneration Report at the 2025 AGM:
% of votes in
favour
% of votes
against
Number of votes
withheld
2025 AGM – Resolution to approve the Directors’ Remuneration Report
99.98%
0.02%
0
10. Directors’ shareholdings (AUDITED)
The beneficial interests of the Directors, including connected persons in the ordinary shares of RM plc as of 30 November 2025 were:
Year
Holding as of 30
November 2025
Vested but unexercised
scheme interests
Current holding as %
of base salary
1
Shareholding
policy met
2
Holding as of 30
November 2024
Mark Cook
113,460
—
29.7%
29,072
Simon Goodwin
10,143
—
3.6%
4,901
Helen Stevenson
210,926
—
n/a
n/a
180,367
Richard Smothers
26,236
—
n/a
n/a
26,236
Christopher Humphrey
221,052
—
n/a
n/a
200,000
Carolyn Dawson
2,631
—
n/a
n/a
—
Jamie Murray Wells
17,436
—
n/a
n/a
—
1
Calculated based on the average share price for the period 1 December 2024 to 30 November 2025 of 102.4 pence and base salaries as of 30 November 2025.
2
The Directors’ Remuneration Policy requires current Executive Directors to build and maintain a shareholding requirement of at least 200% of base annual salary
within five years of the first opportunity for an LTIP to vest.
•
With the exception of 349,505 shares vesting on 16 January 2026 in relation to Mark Cook’s 2023 LTIP award, there have been no changes in any of the above
shareholdings since 30 November 2025 at the date of this report.
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Remuneration
Committee Report
continued
Overview
Strategic Report
Corporate governance
Financial statements
11. Directors’ interests in share plans (AUDITED)
As of 30 November 2025, the Executive Directors had the following interests in RM’s share plans:
Long Term Incentive Plan (LTIP)
1
Date of grant
No. of shares/
options
Performance conditions
Share price at
grant
Mark Cook
16 January 2023²
873,763
62.7 pence
2 April 2024
398,907
54.9 pence
13 May 2024
520,182
79.5 pence
31 March 2025
786,010
See paragraph 2 of this Part B
99.5 pence
Simon Goodwin
29 August 2023²
300,000
62.2 pence
2 April 2024
300,546
54.9 pence
13 May 2024
213,774
79.5 pence
31 March 2025
292,332
See paragraph 2 of this Part B
99.5 pence
1
Granted under the ‘RM plc Performance Share Plan 2019’. All LTIP awards are subject to a minimum vesting period of three years.
2
Mark Cook’s LTIP award dated 16 January 2023 vested at a level of 40% on 16 January 2026, meaning that 524,258 shares were forfeited. Simon Goodwin’s LTIP award
dated 29 August 2023
is due to vest at a level of 40% on 29 August 2026, meaning that 180,000 shares will be forfeited.
12. Share plans dilution
Overall dilution from share plans for our share plans dilution limit
is 6.8% as at 4 March 2026. These figures consider all share plan
awards made in the last 10 years, excluding awards which have
lapsed and awards which have been or are proposed to be satisfied
by shares purchased on the market by RM’s employees’ share trust.
13. Remuneration Committee details
The Remuneration Committee (Committee) operates under terms
of reference approved by the Board. These can be found on RM’s
website.
Though consulted, no Director decides their own remuneration.
Committee membership and attendance
The Remuneration Committee, during the year ended
30 November 2025 comprised Carolyn Dawson, Chair; Helen
Stevenson; Christopher Humphrey; Jamie Murray Wells; and
Richard Smothers.
The members of the Committee comprise the independent Non-
Executive Directors and the Chair of the Board.
The Remuneration Committee met four times during the period;
attendance is set out below.
No. of meetings attended in the
period/Eligible to attend
Christopher Humphrey
4/4
Helen Stevenson
4/4
Carolyn Dawson
4/4
Jamie Murray Wells
3/4
Richard Smothers
4/4
During the period, neither the Chief Executive nor the Chief
Financial Officer held any Non-Executive Director positions with
other public companies.
Major activities of the Remuneration Committee
Several key activities were undertaken throughout the year by the
Committee, including the following:
•
review of the outcome of the 2025 bonus targets;
•
approval of the 2024 Directors’ Remuneration Report at the
2025 AGM;
•
review and approval of 2025 annual bonus and LTIP awards,
including proposed 2026 targets;
• monitoring employees pay review and gender pay gap
reporting; and
•
reviewing proposals for a refresh of RM’s reward framework and
benefits, for future years.
The Committee considered workforce remuneration and policies
and their alignment with rewards and incentives offered in
Executive Director remuneration and was regularly updated on
employee pay and benefits throughout the Company. During the
year, the Committee reviewed various internal measures including
pay ratios and pay gaps in reviewing salaries and variable pay.
Feedback based on interactions with the Workforce Engagement
Group on Executive Remuneration and Policy was considered in
reviewing the remuneration of the Executive Directors, and wider
workforce, at the Remuneration Committee.
Advisor to the Remuneration Committee
During the year, FIT Remuneration Consultants LLP (FIT) were
appointed as advisor to the Committee. FIT is a founder member
of the Remuneration Consultants’ Group and adheres to its code
of conduct. Fees totalling £14,583 plus VAT have been paid for
its services during the year for the provision of advice to the
Committee on various aspects of remuneration including advice
on the Remuneration Policy, bonuses, and implementation of
employee share schemes. The Committee has reviewed the quality
of the advice provided and whether it properly addressed the issues
under consideration and is satisfied that the advice received during
the year was objective and independent. FIT has no personal
connection to RM or its Directors. FIT’s fees are charged based on
its normal terms of business for advice provided.
Advice and support have been provided to the Remuneration and
Nomination Committees by the Company Secretary and Chief
People Officer, including advice and support on reward for key
roles, external benchmarking, service contracts, and incentive
schemes, based on information obtained through third-party
sources where appropriate.
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14. UK Corporate Governance Code 2018 considerations and strategic alignment
Remuneration within RM is designed to support the business strategy and long-term sustainable business success and the Committee has
considered the factors set out in provision 40 & 41 of the 2018 Corporate Governance Code.
In the Committee’s view, RM’s Directors’ Remuneration Policy and current practices are consistent with these provisions:
Factors in provision 40
RM Policy and practice
Clarity
The policy and arrangements for Directors are clearly described each year in the annual report. The
disclosures related to remuneration, the bonus targets, and the performance metrics for LTIPs are
clear. This promotes effective engagement with shareholders and the workforce.
Simplicity
The Committee is mindful of the need to avoid overly complex remuneration structures which can be
misunderstood and deliver unintended outcomes. Remuneration for Directors and the workforce is
therefore simple and easily understood. Only a small number of targets are used for bonuses and LTIPs
and these are based on RM’s performance.
Risk management
Bonus and LTIP awards are linked to performance, have stretching targets with low percentage pay-
outs at threshold. The Committee has broad discretion to reduce bonuses if it does not consider
the formulaic outcome to be appropriate in the circumstances, and malus and clawback provisions
can also be operated where appropriate. Further information relating to our approach to malus and
clawback is available in section 5 of the Directors Remuneration Policy.
Proportionality
The Committee takes account of underlying business performance and the experience of
shareholders and other stakeholders when determining outcomes to ensure deficient performance is
not rewarded. The Committee also considers the wider workforce pay and policies.
Predictability
All awards are subject to maximum levels as set out in the policy.
Alignment with culture
Metrics for awards are closely aligned to strategy. The shareholding policy and holding periods provide
a clear link to long-term performance and shareholder alignment.
Workforce engagement
We engage with the workforce via the Workforce Engagement Group to explain how
executive remuneration aligns with wider company pay policy, led by Non-Executive Director,
Jamie Murray Wells, and Sarah Fawsitt, Chief People Officer.
Shareholder engagement
The Committee Chair and other Committee members engaged with major shareholders during
the year, principally around long-term incentive pay to ensure there was sufficient motivation and
alignment with shareholders’ interests. LTIP award levels and targets were set accordingly.
Discretion
No discretion was applied to remuneration outcomes this year, save for the negative discretion applied
to the FY25 bonus outcome (see page 103).
Directors’ Remuneration Policy
The Directors’ remuneration policy for Executive and Non-Executive Directors’ for the three-year period expiring at RM’s 2027 AGM, and
which was approved by shareholders at RM’s AGM on 9 May 2024, can be found within RM’s annual report and accounts for 2023, which
is available on RM’s website.
Compliance with regulations
This report has been prepared in accordance with Schedule 8 of the Large and Medium-Sized Companies and Group (Accounts
and Reports) Regulations 2008 (as amended). The report also meets the relevant requirements of the listing rules of the UK Listing
Authority, and illustrates the principles of the UK Corporate Governance Code relating to Directors’ remuneration that have been
applied by RM.
RM’s auditors are required to comment on whether certain parts of RM’s remuneration report have been prepared
in accordance with Schedule 8 of the Large and Medium-Sized Companies and Group (Accounts and Reports)
Regulations 2008. Accordingly, the following paragraphs of this Part B of this report have been audited by RSM UK
Group LLP:
The ‘Single Figure of Remuneration’ table in paragraph 1.
Total pension entitlements, as described in the notes to paragraph 1.
Directors’ shareholdings, as set out in paragraph 10.
Directors’ interests in share plans, as set out in paragraphs 1, 2 and 11.
By Order of the Board
Carolyn Dawson
Chair, Remuneration Committee
4 March 2026
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Remuneration
Committee Report
continued
Overview
Strategic Report
Corporate governance
Financial statements
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On behalf of the Board, I
am pleased to present the
Environmental, Social, and
Governance (ESG) Committee
Report for the year ended
30 November 2025.
The ESG Committee (the ‘Committee’) operates under terms of
reference approved by the Board. They can be found on RM’s
website.
The Committee’s purpose is to oversee RM’s approach to
managing all ESG risks and opportunities, ensuring they are
integrated into the RM business strategy and risk management
frameworks.
FY25 has been a year of review and refocus. In FY22 RM
developed and published its first ever carbon reduction targets,
as well as several RM-wide environmental targets, aligned to RM’s
ISO 14001 certification.
Huge progress has been made in the past three years against all
these targets, most notably achieving an 91% reduction in direct
business emissions if we compare to our baseline, completed in
2015 and putting RM five years ahead of plan to deliver a business
that does not contribute carbon by 2035 on scope 1 and 2 targets.
Importantly, these achievements are not at odds with, but rather
are made possible as a result of, the commercial refocusing of the
business proposition.
Following the significant success in the delivery of these objectives,
RM has chosen to review and renew its approach to ESG. This
substantial piece of work has required engagement with internal
and external stakeholders to develop an approach that is in support
of RM’s business strategy. In this review, the team were able to
pinpoint the fundamental good that is at the core of the RM
business: that of enriching the lives of learners. The 2026-2028
ESG strategy, now signed off by the Committee, sees us double
down on that innate social good within RM.
Every day, RM is enabling learners and teachers to thrive and
empowering better educational outcomes, through; ensuring
fair and equitable access to online exams, reducing the time
teachers spend marking, supporting special educational needs and
disabilities (SEND) students to be able to reach their full potential
through our specialist resources, and enabling all students to
access best in class computers through our “Study kit” programme.
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ESG Committee
Report
Overview
Strategic Report
Corporate governance
Financial statements
No. of meetings attended in the
period/Eligible to attend
Christopher Humphrey
2 / 2
Carolyn Dawson
2 / 2
Helen Stevenson
2 / 2
Mark Cook
2 / 2
Simon Goodwin
2 / 2
Jamie Murray Wells
2 / 2
Richard Smothers
2 / 2
Highlights of FY25
Environmental
• Key customers received quarterly carbon reporting from the
services RM provides, enabling our customers to have accurate
scope 3 data to support their environmental goals
•
RM gave free energy audits to three schools, offering advice on
how to maximise energy and carbon savings
•
The business reduced its year-on-year carbon emissions by 20%
Social
•
25 mainstream UK schools received a Special Educational Needs
and Disabilities focused UK volunteering programme, with
new TTS products that enable schools to deliver a better SEND
provision to pupils
• RM India delivered a schools programme supporting learners
and educators in India
•
Defined and brought to life RM’s social purpose, by
understanding the positive educational impact that our products
and services deliver to global learners. Health & Safety was the
leading topic in our employee engagement survey, with a 10-
point increase on last year’s score
Governance
• Mapped RM’s governance framework, enabling ESG to define
responsibilities and monitor delivery across the business
• 1,287 colleagues received Modern Slavery training, and all
procurement staff received advanced Modern Slavery training
• Performed a detailed review to enhance safe recruitment
practices across our highest risk roles
The ESG Committee met twice during FY25 in
line with its published meeting cadence in July &
November 2025 with complete attendance:
By Order of the Board
Jamie Murray Wells
Chair of the ESG Committee
4 March 2026
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The Directors submit
their report together with
the audited consolidated
and Company Financial
Statements for the year
ended 30 November 2025.
This report is divided into the following
sections:
The Strategic Report on pages 16 to 75
includes an indication of likely future
developments in the business of the
Company and details of the Company’s
business model and strategy. The
Corporate Governance Report on pages
81 to 89 is incorporated into this report by
reference.
Annual General Meeting
The forthcoming Annual General Meeting
will be held on 7
May 2026 at 142B Park
Drive, Abingdon, Oxfordshire OX14 4SE,
at the time set out in the Annual General
Meeting notice. The notice of the Annual
General Meeting contains the full text of
resolutions to be proposed.
Articles
The constitutional documents can only
be amended, or replaced, by a special
resolution passed in a General Meeting
by at least 75% of the votes cast and are
available at our website.
Disclosure of information to
auditor
As far as each of the Directors is aware,
there is no relevant audit information
(as defined by section 418(3) of the
Companies Act 2006) of which the
Company’s auditor, RSM UK Audit LLP,
is unaware and each of the Directors
confirms that all steps have been taken that
ought to have been taken, as a Director,
to make himself or herself aware of any
relevant audit information and to establish
that the Company’s auditor has been made
aware of that information.
A resolution to reappoint RSM UK Audit
LLP (as per the report of the Audit and Risk
Committee) as auditor of the Company will
be proposed at the next Annual General
Meeting.
Directors
Details of those Directors who have held
office during the financial year and up to
the date of signing this report and any
changes since the start of the financial
year are:
• Helen Stevenson
• Richard Smothers
• Mark Cook
• Simon Goodwin
• Christopher Humphrey
• Carolyn Dawson
• Jamie Murray Wells
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Directors’
Report
Overview
Strategic Report
Corporate governance
Financial statements
Biographical details of the current Directors
are given in the Board of Directors section
of the Annual Report on pages 78 to 79.
The appointment and removal of
Directors is governed by the constitutional
documents of the Company and
the Companies Act 2006. Under the
constitutional documents of the Company,
either the shareholders of the Company
by ordinary resolution, or the Board, can
appoint a Director. The appointment can
be either to fill a vacancy or as an addition
to the existing Board, provided that the
maximum number of Directors shall in
no event exceed 12. At the forthcoming
Annual General Meeting, with the
exception of Jamie Murray Wells (see page
17) all Directors will stand for re-election
in accordance with best practice and
guidance set out in the UK Corporate
Governance Code. Directors can be
removed pursuant to an ordinary resolution
passed by the Company. All Directors have
either a letter of appointment or a service
contract, details of which can be found in
the Remuneration Report on page 109.
Director insurance and
indemnification
The Company has provided indemnity
insurance for the Directors and officers of
the Company and its subsidiaries during
the financial year and at the date of signing
this report. All the Directors and officers
of the Company and its subsidiaries also
have the benefit of a Deed of Indemnity
entered into with the Company in respect
of liabilities which may attach to them in
their capacity as Directors of the Company.
These provisions are qualifying third-party
indemnity provisions as defined by section
234 of the Companies Act 2006.
Directors’ powers
The Board manages the business of
the Company under the powers set out
in its constitutional documents. These
powers are subject to the provisions of
the Companies Act 2006 and to any
directions given by special resolution of
the Company. These powers include
the Directors’ ability, on behalf of the
Company, to allot or purchase shares in
the Company, the exercise of which in
each case is subject to the Companies Act
2006 which provides, among other things,
that the Directors must seek shareholder
authority for the allotment of shares in
the Company and the market purchase
of shares in the Company. Accordingly,
the Directors seek shareholders’ authority
to allot shares in the Company, and to
purchase the Company’s own shares in the
market, at each Annual General Meeting.
Directors’ responsibilities
statement
The Directors’ responsibilities statement on
page 120
is incorporated by reference into
this report.
Dividends
No dividend has been paid this year
and, in accordance with the Company’s
banking facilities, a restriction on dividend
distribution has been imposed until the
Company reduces net debt leverage to
LTM EBITDA (post IFRS 16, see note 25 to
the financial statements) to less than 1x for
two consecutive quarters. The Directors
recognise that the dividend is an important
component of the total investment return
and are committed to the reinstatement of
the dividend at the earliest opportunity.
Management report
For the purposes of compliance with DTR
4.1.5R(2) and DTR 4.1.8R, this Directors’
Report, together with the Strategic
Report and the material incorporated
by reference into each report, comprise
the Management Report. As permitted,
some of the matters to be included in the
Directors’ Report have been included in
the Strategic Report such as the business
review, future prospects and principal risks
and uncertainties.
Overseas branches
The Company has an overseas branch in
Singapore.
Research and development
The Company continues to develop and
maintain its existing software products
while staff work to develop new and
more effective systems and products. The
Company incurred £2.7m of research
and development in the year, which
was expensed in the Income Statement
(FY24: £3.1m). This primarily relates to
product research, maintenance and
related expenditure which does not meet
capitalisation criteria.
Share capital
The Company has one class of share
capital, ordinary shares. All the shares rank
pari passu. There are no special control
rights in relation to the Company’s shares.
On a show of hands, each shareholder
present in person or by proxy at a general
meeting has one vote and, on a poll,
every shareholder present in person or by
proxy, has one vote for each share which
they hold. All the shares in the Company
carry the same rights, include the right
to participate in dividends and in any
distribution of surplus assets on a winding-
up. Under the Company’s constitutional
documents, the right to vote in respect of
any share is subject, among other things,
to there being no unpaid call on that share
nor there being any outstanding notice
given under section 793 of the Companies
Act 2006 in respect of that share. The right
to vote is also subject to the provisions
of the Companies Act 2006. Electronic
and paper proxy appointments and voting
instructions must be received by RM’s
registrar, MUFG Corporate Markets, not less
than 48 hours (excluding, in the calculation
of such time period, any part of a day that
is not a working day) before the time of
the holding of the relevant meeting or
adjourned meeting.
As at 30 November 2025, the RM plc
Employee Share Trust owned 618,796
ordinary shares in the Company (0.63% of
the issued share capital) to satisfy awards
under the Company’s employee share
plan. Any voting or other similar decisions
relating to those shares would be taken
by the Trustees, who may take account of
any recommendation of the Board of the
Company. The Trustees have waived the
right to receive dividends on shares held
in the Company. Employees, with vested
share plan awards whose shares are subject
to a holding requirement and held on their
behalf by the Trust on a nominee basis, are
able to give directions to the Trust to vote
on their behalf and to receive dividends in
relation to those shares.
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As at 30 November 2025
Shareholder
No. of voting
rights
% of voting right
Schroders plc
14,216,463
14.49%
Avalon UK Ltd
0
0%
Lombard Odier Asset Management (Europe) Ltd
13,835,400
14.11%
Harwood Capital LLP
17,100,000
17.43%
Shares: Allotment and purchase
At the Annual General Meeting held on 7 May 2025 (the “2025 Annual General Meeting”), members renewed the authority under:
1. section 551 of the Companies Act 2006 to allot ordinary shares up to an aggregate nominal amount of £639,047;
2. sections 570 and 573 of the Companies Act 2006 to allot ordinary shares for cash on a non-pre-emptive basis up to an aggregate
nominal amount of £191,714;
These authorities have been used since the 2025 Annual General Meeting as part of a placing of 14,210,527 new ordinary shares issued on
14 October 2025; and
3. section 701 of the Companies Act 2006 to make market purchases on the London Stock Exchange of up to 8,387,501 ordinary shares,
being 10% of the issued share capital of the Company as at 27 March 2025. The minimum price that may be paid for each share is
the nominal value. The maximum price that may be paid for a share is an amount equal to the higher of (i) 5% above the average of
the middle market quotations of the Company’s ordinary shares as derived from the London Stock Exchange Daily Official List for the
five business days immediately preceding the day on which such share is contracted to be purchased, and (ii) the higher of the last
independent trade and the highest current independent bid on the London Stock Exchange at the time the purchase is carried out. This
authority has not been used since the 2025 Annual General Meeting. The Company did not purchase or otherwise acquire any of its
own shares during the financial year.
The Directors will seek to renew these authorities at the next Annual General Meeting scheduled for 7
May 2026.
Significant agreements
The Company enters into long-term contracts to supply IT products and services to its customers. Wherever possible, these contracts do
not have change of control provisions, but some significant contracts do include such provisions.
In June 2025, the Company entered into an amended and extended agreement of the revolving credit facility, with Barclays Bank plc and
with HSBC UK Bank plc, to July 2027. The terms of this facility are outlined in Note 25
to the Financial Statements.
Substantial shareholdings
The Company had been notified, in accordance with the Financial Conduct Authority’s (FCA) Disclosure Guidance and Transparency Rules
(DTR 5), of the holdings of voting rights in its shares set out in the following table:
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Directors’
Report
continued
Overview
Strategic Report
Corporate governance
Financial statements
Approved by the Board and signed on its behalf by
Daniel Fattal
Company Secretary, RM plc
4 March 2026
Registered in England and Wales No 01749877
Treasury and foreign exchange
The Company has in place appropriate treasury policies and procedures, which are approved by the Board. The treasury function, which
reports into the Chief Financial Officer, manages interest rates for both borrowings and cash deposits for the Company and is responsible
for managing adherence to banking covenants, and that appropriate facilities are available in order that the Company can continue to
meet its strategic plans.
In order to mitigate and manage exchange rate risk, the Company routinely enters into forward contracts and continues to monitor
exchange rate risk in respect of foreign currency exposures.
All these treasury policies and procedures are regularly monitored and reviewed. It is the Company’s policy not to undertake speculative
transactions which create additional exposures over and above those arising from normal trading activity.
For further information see Note 31
(Financial Risk Management) to the Financial Statements.
Post balance sheet events
For further information see Note 33 to the Financial Statements on page 185.
Additional disclosures
Disclosures required by Schedule 7 of The Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 (as
amended), to the extent not already disclosed or referred to in this report, can be found on the pages specified in the table below, all of
which are incorporated into this report by reference.
Disclosures required by Listing Rule 6.6.1R can be found on the pages specified in the table below, all of which are incorporated into this
report by reference. There is nothing further to disclose pursuant to Listing Rules 6.6.1R:
Page
Allotment for cash of equity securities
n/a
Contracts of significance
185
Directors’ waived emoluments
n/a
Dividend waiver
n/a
Employee matters
66, 73 to 75
Employee information, consultation,
share schemes and achieving awareness
on financial and economic factors
111, 66 to 67
Employees with disabilities
67
Engagement with customers and suppliers
73 to 75
Exposure to credit, price, liquidity and cash flow risks
181 to 184
Financial instruments
180 to 184
Fostering business relationships with suppliers,
customers and others and effect
73 to 75
SECR reporting
62 to 64
Interest capitalised and tax relief
n/a
Long-term incentive schemes
105 to 106, 110, 111
Political donations
70
Post balance sheet events
185
Viability statement
46 to 48
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The Directors are
responsible for preparing
the Strategic Report and
the Directors’ Report, the
Directors’ Remuneration
Report and the financial
statements in accordance
with applicable law and
regulations.
Company law requires the Directors to
prepare Group and Company financial
statements for each financial year. The
Directors have elected under company
law and are required under the Listing
Rules of the Financial Conduct Authority
to prepare Group financial statements in
accordance with UK-adopted International
Accounting Standards. The Directors have
elected under company law and the Listing
Rules of the Financial Conduct Authority to
prepare the Company financial statements
in accordance with United Kingdom
Generally Accepted Accounting Practice
(United Kingdom Accounting Standards
and applicable law).
The Group financial statements are
required by law and UK-adopted
International Accounting Standards to
present fairly the financial position and
performance of the Group. The Companies
Act 2006 provides in relation to such
financial statements that references in
the relevant part of that Act to financial
statements giving a true and fair view
are references to their achieving a fair
presentation.
Under company law the Directors must
not approve the financial statements unless
they are satisfied that they give a true and
fair view of the state of affairs of the Group
and the Company and of the profit or loss
of the Group and the Company for that
period.
In preparing each of the Group and
Company financial statements, the
Directors are required to:
• select suitable accounting policies and
then apply them consistently;
• make judgements and accounting
estimates that are reasonable and
prudent;
• for the Group financial statements,
state whether they have been prepared
in accordance with UK-adopted
International Accounting Standards;
• for the Company financial statements,
state whether applicable UK accounting
standards have been followed, subject
to any material departures disclosed
and explained in the Company financial
statements; and
• prepare the financial statements on
the going concern basis unless it is
inappropriate to presume that the Group
and the Company will continue in
business.
The Directors are responsible for keeping
adequate accounting records that are
sufficient to show and explain the Group’s
and the Company’s transactions and
disclose with reasonable accuracy at any
time the financial position of the Group
and the Company and enable them
to ensure that the financial statements
and the Directors’ Remuneration Report
comply with the Companies Act 2006.
They are also responsible for safeguarding
the assets of the Group and the Company
and hence for taking reasonable steps for
the prevention and detection of fraud and
other irregularities.
Directors’ statement pursuant to
the Disclosure and Transparency
Rules
Each of the Directors, whose names and
functions are listed in pages 78 and 79
confirm that, to the best of each person’s
knowledge:
• the 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/loss of the Company
and the undertakings included in the
consolidation taken as a whole; and
• the Strategic Report and the Directors’
Report contained in the Annual Report
includes a fair review of the development
and performance of the business
and the position of the Company
and the undertakings included in the
consolidation taken as a whole, together
with a description of the principal risks
and uncertainties that they face.
The Directors are responsible for the
maintenance and integrity of the corporate
and financial information included on the
Company’s website www.rm.com.
Legislation in the United Kingdom
governing the preparation and
dissemination of financial statements may
differ from legislation in other jurisdictions.
This Responsibilty Statement was approved
by the Board of Directors and is signed on
its behalf.
Mark Cook
Chief Executive Officer
4 March 2026
In respect of the Annual Report and Financial Statements
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Statement of Directors’
responsibilities
Overview
Strategic Report
Corporate governance
Financial statements
The Company’s Directors, individually and collectively, have acted in a way that they
consider, in good faith, is most likely to promote the success of the Company for the benefit
of all its members as a whole.
As highlighted in the Chair’s statement
on page 16 to 17, 2025 was an eventful
year for the Company and accordingly
the Directors had to focus on a number
of short-term, as well as longer-term,
priorities. The Directors confirm that they
have had appropriate regard to the matters
detailed in section 172 of the Companies
Act 2006 in making their decisions.
RM has a diverse and wide community of
stakeholders, each with its own interests
in and expectations of the Company. The
Board and each Director acknowledge
that the success of RM’s strategy is reliant
on the support and commitment of all
the Company’s stakeholders. During
the year, the Board received reports
from the business on engagement with
stakeholders and took part in discussions
which considered, where relevant, the
impact of the Company’s activities on its
key stakeholders. These activities, together
with direct engagement by the Board and
individual Directors with the Company’s
stakeholders, helped to inform the Board in
its decision-making processes.
In this Annual Report, we provide examples
of how the Directors promote the
success of RM while taking into account
the consequences of decisions in the
long-term, building relationships with
stakeholders, and ensuring that business is
conducted ethically and responsibly.
While there are many parts of this Annual
Report that illustrate how the Directors do
this, with the support of the wider business,
the following sections in particular are
relevant:
• Stakeholder engagement (pages 73 to
75)
which summarises:
• how Directors have engaged with
employees and had regard to
employees’ interests
• how the Directors have had
regard for the need to foster the
Company’s business relationships
with customers, employees,
shareholders, suppliers and
partners, and the community and
environment
• Sustainability (pages 49 to 53) which
outlines:
• The latest steps in the development
of our sustainability strategy and
improvement programme which
outlines three areas of focus:
• Carbon reduction and path to
net zero
• Reduction in waste and the
potential for the circular
economy
• Opportunities to collaborate
with partners, suppliers and
customers to expand our
impact
• How we deliver against our
purpose of enriching the lives of
learners and the role that each
division plays in the learning
life cycle
• RM’s commitment to local
communities and how they have
supported active lives, education
and the environment
A continued understanding of the
key issues affecting stakeholders is an
integral part of the Board’s decision-
making process, and the insights that the
Board gains through the engagement
mechanisms it has in place form an
important part of the context for all the
Board’s discussions and decision-making
processes.
Further information on how the Board
has fulfilled its section 172(1) duties can
be found throughout the Strategic and
Governance Reports and the following
sections are incorporated into this report.
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statement
Overview
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Corporate governance
Financial statements
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In our opinion:
•
the financial statements give a true and fair view of the
state of the group’s and of the parent company’s affairs
as at 30 November 2025 and of the group’s profit for the
year then ended;
•
the group financial statements have been properly
prepared in accordance with UK-adopted International
Accounting Standards;
•
the parent company financial statements have been
properly prepared in accordance with United Kingdom
Generally Accepted Accounting Practice; and
•
the financial statements have been prepared in
accordance with the requirements of the Companies
Act 2006.
3. Summary of our audit approach
Key audit matters
Group
•
Revenue recognition
•
Going concern
Materiality
Group
•
Overall materiality: £761,000
•
Performance materiality: £495,000
Parent Company
•
Overall materiality: £475,000
•
Performance materiality: £308,000
Scope
Our audit procedures covered 100% of revenue, 99% of total assets and 99% of profit before tax.
2. Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities
under those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report.
We are independent of the group and parent company in accordance with the ethical requirements that are relevant to our audit of the
financial statements in the UK, including the FRC’s Ethical Standard as applied to listed public interest entities and we have fulfilled our
other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our opinion.
4. Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the group and parent
company financial statements of the current period and include the most significant assessed risks of material misstatement (whether or
not due to fraud) we identified, including those which had the greatest effect on the overall audit strategy, the allocation of resources in
the audit and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the group and
parent company financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these
matters.
1. Opinion
We have audited the financial statements of RM PLC (the ‘parent
company’) and its subsidiaries (the ‘group’) for the year ended
30 November 2025, which comprise the consolidated income
statement, the consolidated statement of comprehensive income,
the consolidated and parent company balance sheets, the
consolidated and parent company statements of changes in equity,
the consolidated cash flow statement, and notes to the financial
statements, including significant accounting policies.
The financial reporting framework that has been applied in the
preparation of the group financial statements is applicable law
and UK-adopted International Accounting Standards. The financial
reporting framework that has been applied in the preparation of the
parent company financial statements is applicable law and United
Kingdom Accounting Standards including Financial Reporting
Standard 101 “Reduced Disclosure Framework” (United Kingdom
Generally Accepted Accounting Practice).
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Independent Auditor’s
Report to the members of RM plc
Report on the audit of the financial statements
5. Revenue recognition
Key audit matter
description
Management is required to make a number of judgements and estimates in accordance with IFRS
15 “Revenue from contracts with customers” in order to account for long term contracts in the
Assessment business, including:
•
identifying the distinct performance obligations in the contracts based on the goods and services
being provided;
•
estimating the total consideration with variable elements including in respect of future script
volumes;
•
allocating the transaction price between performance obligations including estimating the stand-
alone selling price of each performance obligation, which includes assessing an appropriate
margin for scanning and managed services; and
•
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.
These judgements, which the Directors have highlighted as critical accounting judgements in note
2 on page 148 of the financial statements, have a direct and material impact on revenue recognised
in FY25 and subsequent periods.
In addition, the contract modification with the IB for the AOS software necessitated a reassessment
of the identified performance obligations, the stand-alone selling prices assigned to performance
obligations and the timing of revenue recognition. This reassessment involved significant
management judgement in determining whether it was appropriate to recognise material revenue
within FY25. Further details are included within the Audit and Risk Committee report on page 96.
The inherent complexity and judgement involved in applying IFRS 15 to the Assessment division’s
contracts creates a risk of material misstatement in the Group’s financial statements. As a result, the
application of IFRS 15 to these contracts is recognised as a key audit matter for FY25.
How the matter was
addressed in the audit
In response to the key audit matter identified, we performed the following procedures:
•
We obtained an understanding of the key controls relating to the application of IFRS 15 including
review of key judgements and compliance with IFRS 15 requirements and principles;
•
We examined RM’s revenue recognition accounting policy and whether this was consistent with
IFRS 15;
•
We assessed management’s analysis of the performance obligations within individual contracts
and of how the five steps in IFRS 15 should be applied;
•
We audited the revenue recognition calculations for a sample of the most significant contracts
to assess whether the methodology applied was consistent with the group’s revenue recognition
policy and across projects;
•
We examined a sample of underlying contracts to confirm the relevant contract terms had been
appropriately identified and reflected in management’s revenue calculations;
•
We performed detailed audit procedures on the stand-alone selling prices determined
by management for the allocation of transaction prices, which included assessing the
reasonableness of the margin applied where the stand-alone selling price was calculated on a
cost-plus margin basis;
•
We challenged management on the appropriateness of estimates made for variable
consideration for script volumes included in the transaction price;
•
We challenged management’s accounting for the modified IB AOS contract and corroborated
the terms of the contract modification to signed documentation;and
•
We evaluated the financial statement disclosures to consider whether they appropriately
described the Group’s revenue recognition policies, critical accounting judgements, and key
estimates related to customer contracts within the Assessment division.
Key observations
We are satisfied that revenue recognised from the Assessment contracts, including modified
contracts, is materially appropriate.
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Corporate governance
Financial statements
6. Going concern
Key audit
matter
description
Management’s assessment of going concern is set out in the Chief Financial Officer’s Report on pages 38-39 and
accounting policy on pages 140-141.
The Group’s and parent company’s ability to continue as a going concern is sensitive to its liquidity position and its
ability to comply with financial covenants.
At 30 November 2025, the Group had net debt of £50.6m (£51.7m at 30 November 2024) and drawn facilities of
£58.0m (£57.0m at 30 November 2024). The group had a £70.0m committed bank facility as at 30 November 2025
which is due to mature on 5 July 2027.
This facility has two financial covenants, being a quarterly LTM EBITDA (excluding discontinued operations) covenant,
replaced from November 2026 by a quarterly EBITDA leverage test and interest cover test, and a ‘hard’ liquidity
covenant which required 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 the two consecutive weeks within a month. 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 period.
For the purpose of assessing the Group’s ability to continue as a going concern, while the Board believes that all
reasonable worst-cast downside scenarios occurring is highly unlikely, under the Board’s reasonable worst-case
scenario, the Group would continue to comply with covenants under the facility until November 2026 when the
EBITDA covenant would be breached, Devember 2026 when the hard liquidity covenant would be breached, and
February 2027 when the adjusted leverage and interest cover tests would be breached. The Group’s ability to remain
a going concern is therefore sensitive to downside risks (including failure to deliver the forecast new customer wins)
and dependent on the timely execution of management’s planned mitigations. There is therefore a need to critically
assess the feasibility of these actions, the robustness of the forecast assumptions and the ability to continue to meet
all facility milestones relating to the disposal strategy, and the adequacy of covenant headroom in the near term.
Given the Group’s elevated net debt position, reliance on covenant compliance, and the sensitivity of forecasts
to downside scenarios, we consider going concern to be a significant risk for the audit. The Group’s ability to
continue as a going concern is dependent on the successful execution of mitigating actions in the event of adverse
trading conditions, which introduces operational and execution risk. Furthermore, the Group has undergone recent
restructuring initiatives and cost-saving programmes, which may impact the reliability of forecast assumptions and
increase modelling risk.
The Directors’ consideration of the judgements taken and an explanation of the rationale behind these judgements is
set out in Note 2 on page 148, and the Audit & Risk Committee’s consideration of the judgements taken is set out on
page 98.
How the
matter was
addressed
in the audit
In response to the key audit matter, we have performed the following procedures:
•
We have obtained a detailed understanding of the process the group has established for compiling cash flow
forecasts, including the modelling of potential risks and mitigations, as well as the review and approval of the
group’s going concern assessment;
•
We consulted with modelling specialists as part of our audit work to check the mechanical accuracy of the model;
•
We evaluated the consistency of the Directors’ forecasts with other areas of the audit, including the goodwill and
investment and intangibles impairment reviews and forecasts relating to utilisation of the deferred tax asset;
•
We challenged the key assumptions within the going concern assessment with reference to historical trading
performance and current trading uncertainty including the launch of new products, the rate of new customer wins
associated with those products and the annualised impact of cost saving initiatives implemented;
•
We assessed the level of reverse stress that can be applied to the group’s funding position and covenant calculations
before a breach of covenants arises together with an assessment of the likelihood of such circumstances arising;
•
We assessed and challenged the mitigating actions available to the Directors, which may be required to offset the
impact of the forecast performance not being achieved, including whether these actions remained at the discretion
of the Directors;
•
We understood the current status and potential impact of any planned divestment of non-core assets on both the
banking facilities and forecast results from operations;
•
We obtained an understanding of the financing facilities available to the group, including repayment terms and
covenants and made enquiries directly of the banking syndicate to confirm management’s assertions regarding the
continued support of the business and that no non-financial covenants had been breached during the reporting
period or in the period leading up to the approval of the annual report; and
•
We challenged the sufficiency of the group’s disclosure over the going concern basis with reference to our
knowledge and understanding of the assumptions taken by the Directors and FRC guidance.
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Independent Auditor’s
Report to the members of RM plc
continued
7. Our application of materiality
When establishing our overall audit strategy, we set certain thresholds which help us to determine the nature, timing and extent of our audit
procedures. When evaluating whether the effects of misstatements, both individually and on the financial statements as a whole, could
reasonably influence the economic decisions of the users we take into account the qualitative nature and the size of the misstatements.
Based on our professional judgement, we determined materiality as follows:
Group
Parent company
Overall materiality
£761,000
£475,000
Basis for determining
overall materiality
4.6% of Adjusted EBITDA
0.75% of total assets
Rationale for
benchmark applied
We determined materiality based on adjusted EBITDA (earnings
before interest, tax, deprecation and amortisation, excluding share-
based payments and adjusting items as defined in Note 6) for the
period, which is a more stable underlying results metric reflecting
the performance of core assets and, consequently, the focus of the
users of the accounts.
Total assets is considered to be the
most appropriate benchmark for the
parent company as it is primarily a
holding company.
Performance
materiality
£495,000
£308,000
Basis for determining
performance
materiality
65% of overall materiality
65% of overall materiality
Reporting of
misstatements to the
Audit Committee
Misstatements in excess of £38,000 and misstatements below
that threshold that, in our view, warranted reporting on qualitative
grounds.
Misstatements in excess of £23,700
and misstatements below that
threshold that, in our view, warranted
reporting on qualitative grounds.
Key
observations
We are satisfied that the adoption of the going concern basis of accounting and the disclosure in respect of the
group’s ability to continue as a going concern are appropriate.
8. An overview of the scope of our audit
The group consists of 10 components, located in the UK, India, Australia and the United Arab Emirates.
Full scope audits were performed for 3 components, with 2 components subject to specific audit procedures.
The coverage achieved by our audit procedures was:
92%
Full scope audit
Specific audit procedures
8%
Revenue
100%
Total
assets
99%
Profit
before tax
99%
98%
1%
93%
6%
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Corporate governance
Financial statements
9. Conclusions relating to going
concern
I
n auditing the financial statements, we have concluded that
the directors’ use of the going concern basis of accounting in
the preparation of the financial statements is appropriate. For an
explanation of how we evaluated management’s assessment of
the group’s and parent company’s ability to continue to adopt the
going concern basis of accounting and our key observations with
respect to that evaluation, please see the going concern key audit
matter.
Based on the work we have performed, we have not identified
any material uncertainties relating to events or conditions that,
individually or collectively, may cast significant doubt on the
group’s or the parent company’s ability to continue as a going
concern for a period of at least twelve months from when the
financial statements are authorised for issue.
In relation to the entity reporting on how they have applied the
UK Corporate Governance Code, we have nothing material to
add or draw attention to in relation to the directors’ statement in
the financial statements about whether the directors considered it
appropriate to adopt the going concern basis of accounting.
Our responsibilities and the responsibilities of the directors with
respect to going concern are described in the relevant sections of
this report.
10. Other information
The other information comprises the information included in
the annual report other than the financial statements and our
auditor’s report thereon. The directors are responsible for the other
information contained within the annual report. Our opinion on
the financial statements does not cover the other information and,
except to the extent otherwise explicitly stated in our report, we do
not express any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so,
consider whether the other information is materially inconsistent
with the financial statements or our knowledge obtained in the
course of the audit or otherwise appears to be materially misstated.
If we identify such material inconsistencies or apparent material
misstatements, we are required to determine whether this gives rise
to a material misstatement in the financial statements themselves.
If, based on the work we have performed, we conclude that
there is a material misstatement of this other information, we are
required to report that fact.
We have nothing to report in this regard.
11. Opinions on other matters
prescribed by the Companies Act
2006
In our opinion, the part of the directors’ remuneration report to
be audited has been properly prepared in accordance with the
Companies Act 2006.
In our opinion, based on the work undertaken in the course of
the audit:
•
the information given in the Strategic Report and the Directors’
Report for the financial year for which the financial statements
are prepared is consistent with the financial statements; and
•
the Strategic Report and the Directors’ Report have been
prepared in accordance with applicable legal requirements.
12. Matters on which we are required
to report by exception
In the light of the knowledge and understanding of the group and
the parent company and their environment obtained in the course
of the audit, we have not identified material misstatements in the
Strategic Report or the Directors’ Report.
We have nothing to report in respect of the following matters in
relation to which the Companies Act 2006 requires us to report to
you if, in our opinion:
•
adequate accounting records have not been kept by the parent
company, or returns adequate for our audit have not been
received from branches not visited by us; or
•
the parent company financial statements and the part of
the directors’ remuneration report to be audited are not in
agreement with the accounting records and returns; or
•
certain disclosures of directors’ remuneration specified by law
are not made; or
•
we have not received all the information and explanations we
require for our audit.
13. Corporate governance statement
We have reviewed the directors’ statement in relation to going
concern, longer-term viability and that part of the Corporate
Governance Statement relating to the parent company’s
compliance with the provisions of the UK Corporate Governance
Code specified for our review by the Listing Rules.
Based on the work undertaken as part of our audit, we have
concluded that each of the following elements of the Corporate
Governance Statement is materially consistent with the financial
statements and our knowledge obtained during the audit:
•
Directors’ statement with regards the appropriateness of
adopting the going concern basis of accounting and any
material uncertainties identified;
•
Directors’ explanation as to their assessment of the group’s
prospects, the period this assessment covers and why the period
is appropriate;
•
Directors’ statement on whether it has a reasonable expectation
that the group will be able to continue in operation and meets its
liabilities;
•
Directors’ statement on fair, balanced and understandable;
•
Board’s confirmation that it has carried out a robust assessment
of the emerging and principal risks;
•
Section of the annual report that describes the review of
effectiveness of risk management and internal control
systems; and
•
Section describing the work of the Audit and Risk Committee.
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Independent Auditor’s
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continued
14. Responsibilities of directors
As explained more fully in the directors’ responsibilities statement set out on page 120, the directors are responsible for the preparation of
the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is
necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the group’s and the parent company’s ability to continue
as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the
directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.
15. Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement,
whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance,
but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be
expected to influence the economic decisions of users taken on the basis of these financial statements.
16. The extent to which the audit was considered capable of detecting
irregularities, including fraud
Irregularities are instances of non-compliance with laws and regulations.
The objectives of our audit are to obtain sufficient appropriate
audit evidence regarding compliance with laws and regulations that have a direct effect on the determination of material amounts and
disclosures in the financial statements, to perform audit procedures to help identify instances of non-compliance with other laws and
regulations that may have a material effect on the financial statements, and to respond appropriately to identified or suspected non-
compliance with laws and regulations identified during the audit.
In relation to fraud, the objectives of our audit are to identify and assess the risk of material misstatement of the financial statements due to
fraud, to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud through designing
and implementing appropriate responses and to respond appropriately to fraud or suspected fraud identified during the audit.
However, it is the primary responsibility of management, with the oversight of those charged with governance, to ensure that the entity’s
operations are conducted in accordance with the provisions of laws and regulations and for the prevention and detection of fraud.
In identifying and assessing risks of material misstatement in respect of irregularities, including fraud, the group audit engagement team:
•
obtained an understanding of the nature of the industry and sector, including the legal and regulatory frameworks that the group and
parent company operate in and how the group and parent company are complying with the legal and regulatory frameworks;
•
inquired of management, and those charged with governance, about their own identification and assessment of the risks of irregularities,
including any known actual, suspected or alleged instances of fraud; and
•
discussed matters about non-compliance with laws and regulations and how fraud might occur including assessment of how and where
the financial statements may be susceptible to fraud.
The most significant laws and regulations were determined as follows:
Legislation /
Regulation
Additional audit procedures performed by the Group audit engagement team
included:
UK-adopted IAS, FRS
101 and Companies
Act 2006
•
Review of the financial statement disclosures and testing to supporting documentation; and
•
Completion of disclosure checklists to identify areas of non-compliance.
Tax compliance
regulations
•
Inspection of advice received from internal / external tax advisors;
•
Consideration of whether any matter identified during the audit required reporting to an appropriate
authority outside the entity; and
•
Consultation with a tax specialist regarding the approach taken to the audit of tax.
Pension legislation
•
Consultation with an auditor’s expert on actuarial valuations and pension legislation, including review of
actuarial disclosures calculated by management’s expert; and
•
Review of disclosures relating to recent changes, court decisions and appeals relating to pension
legislation in light of advice received by management from pension experts.
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The areas that we identified as being susceptible to material misstatement due to fraud were:
Risk
Audit procedures performed by the audit engagement team:
Revenue recognition
The audit procedures performed in relation to the Assessment division revenue recognition are documented
in the key audit matter section of our audit report.
We also identified a fraud risk in respect of cut-off for the sales of goods in the Technology and TTS divisions.
Our testing included performing detailed audit procedures on a sample of sales made around the year end,
obtaining evidence to support the period of recognition.
Capitalisation of
internally generated
intangible assets
•
Interviewing relevant personnel to understand the projects capitalised in the period;
•
Verifying the amounts capitalised during the year by reference to underlying payroll records and timesheet
data; and
•
Examining for a sample of projects whether these had been accounted for in line with IAS 38 ‘Intangible
assets’.
Classification of
adjusting items
•
Examining the appropriateness and consistency of adjustments made to expenses in the calculation of
alternative performance measures.
Management
override of controls
•
Testing the appropriateness of journal entries and other adjustments;
•
Assessing whether the judgements made in making accounting estimates are indicative of a potential
bias; and
•
Evaluating the business rationale of any significant transactions that are unusual or outside the normal
course of business.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website
at: http://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
17. Other matters which we are required to address
Following the recommendation of the Audit and Risk Committee, we were appointed by the Board in May 2025 to audit the financial
statements for the year ending 30 November 2025 and subsequent financial periods.
The period of total uninterrupted consecutive appointments is 1 year, covering the year ending 30 November 2025.
The non-audit services prohibited by the FRC’s Ethical Standard were not provided to the group or the parent company and we remain
independent of the group and the parent company in conducting our audit.
Our audit opinion is consistent with the additional report to the audit committee in accordance with ISAs (UK).
18. Use of our report
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006.
Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in
an auditor’s report and for no other purpose.
To the fullest extent permitted by law, we do not accept or assume responsibility to anyone
other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
In due course, as required by the Financial Conduct Authority (FCA) Disclosure Guidance and Transparency Rules, these financial
statements will form part of the Annual Financial Report prepared in Extensible Hypertext Markup Language (XHTML) format and filed on
the National Storage Mechanism of the UK FCA. This auditor’s report provides no assurance over whether the annual financial report has
been prepared in XHTML format.
Approved by the Board and signed on its behalf by
Graham Ricketts
Senior Statutory Auditor, For and on behalf of RSM UK Audit LLP, Statutory Auditor
Chartered Accountants
25 Farringdon Street, London, EC4A 4AB
4 March 2026
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Independent Auditor’s
Report to the members of RM plc
continued
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Overview
Strategic Report
Corporate governance
Financial statements
Year ended 30 November 2025
Year ended 30 November 2024
Note
Adjusted
£000
Adjustments
£000
Total
£000
Adjusted
£000
Adjustments
£000
Total
£000
Continuing operations
Revenue
3
Cost of sales
(100,197 )
(100,197 )
(99,490 )
(99,490 )
Gross profit
Operating expenses
5
(51,664 )
(2,301 )
(53,965 )
(58,156 )
(5,270 )
(63,426 )
Other operating income
5
Expected credit loss
(charge)/credit
(16 )
(16 )
Impairment losses
(9,286 )
(9,286 )
Profit/(loss) from operations
(2,301 )
(14,556 )
(5,961 )
Finance income
8
Finance costs
9
(7,021 )
(7,021 )
(7,007 )
(7,007 )
Profit/(loss) before tax
(2,301 )
(14,556 )
(12,117 )
Tax
10
(1,296 )
(1,018 )
Profit/(loss) for the year from
continuing operations
(2,023 )
(13,672 )
(3,867 )
(Loss)/profit for the year from
discontinued operations
11
(1,249 )
(870 )
Profit/(loss) for the year
(2,023 )
(13,293 )
(4,737 )
Earnings per ordinary share on
continuing operations
12
– basic
(4.6 )p
– diluted
(4.6 )p
Earnings per ordinary share on
discontinued operations
12
– basic
(1.5 )p
(1.1 )p
– diluted
(1.5 )p
(1.1 )p
Earnings per ordinary share on
total operations
12
– basic
(5.7 )p
– diluted
(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 6 for
details). The treatment of adjusted items is applied consistently period on period.
The notes on pages 139 to 185 form an integral part of these Financial Statements.
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Consolidated
income statement
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Overview
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Corporate governance
Financial statements
Note
Year ended
30 November
2025
£000
Year ended
30 November
2024
£000
Profit/(loss) for the year
(4,737 )
Items that will not be reclassified subsequently to profit or loss
Defined benefit pension scheme remeasurements
1
24
(2,429 )
Tax on items that will not be reclassified subsequently to profit or loss
1
10
(848 )
Items that are or may be reclassified subsequently to profit or loss
Fair value (loss)/gain on hedging instruments
2
(314 )
Fair value loss on hedging instruments transferred to the income statement
2
Exchange (loss)/gain on translation of overseas operations
3
(229 )
Other comprehensive (expense)/income
(2,113 )
Total comprehensive income/(expense)
(1,364 )
1
Recognised in retained earnings.
2
Recognised in the hedging reserve.
3
Recognised in the translation reserve.
The notes on pages 139 to 185 form an integral part of these Financial Statements.
Consolidated statement
of comprehensive income
Consolidated
balance sheet
Note
At
30 November
2025
£000
At
30 November
2024
£000
Non-current assets
Goodwill
14
Other intangible assets
15
Property, plant and equipment
16
Right-of-use assets
17
Defined benefit pension scheme surplus
24
Other receivables
20
Contract fulfilment assets
21
Deferred tax assets
10
Current assets
Inventories
19
Trade and other receivables
20
Contract fulfilment assets
21
Tax assets
Cash and cash equivalents
Total assets
Current liabilities
Trade and other payables
22
(41,895 )
(41,897 )
Provisions
23
(1,154 )
(1,972 )
Bank overdraft
(4,325 )
(43,049 )
(48,194 )
Net current assets
Non-current liabilities
Lease liabilities
17, 22
(13,393 )
(12,816 )
Other payables
22
(165 )
(3,585 )
Provisions
23
(809 )
(1,243 )
Defined benefit pension scheme obligation
24
(30 )
(30 )
Borrowings
25
(56,742 )
(55,524 )
(71,139 )
(73,198 )
Total liabilities
(114,188 )
(121,392 )
Net assets
Equity attributable to shareholders
Share capital
26
Share premium account
26
Own shares
27
(444 )
(444 )
Capital redemption reserve
Hedging reserve
(31 )
Translation reserve
(1,060 )
(831 )
Retained earnings
(9,333 )
(10,738 )
Total equity
The notes on pages 139 to 185 form an integral part of these Financial Statements.
These Financial Statements of RM plc, registered number 01749877, were approved and authorised for issue by the Board of Directors on
4 March 2026.
On behalf of the Board of Directors
Simon Goodwin
Director
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Consolidated statement
of changes in equity
Note
Share
capital
£000
Share
premium
£000
Own
shares
£000
Capital
redemption
reserve
1
£000
Hedging
reserve
2
£000
Translation
reserve
3
£000
Retained
earnings
£000
Total
£000
At 1 December 2023
(444 )
(393 )
(868 )
(9,558 )
Loss for the year
(4,737 )
(4,737 )
Other comprehensive
income
4
Total comprehensive
income/(expense)
(1,825 )
(1,364 )
Transactions with owners of
the Company:
Share-based payments
28
Share-based payments - tax
At 30 November 2024
(444 )
(831 )
(10,738 )
Profit for the year
Other comprehensive
expense
4
(62 )
(229 )
(1,822 )
(2,113 )
Total comprehensive
(expense)/income
(62 )
(229 )
Transactions with owners
of the Company:
Issue of share capital
26
Share-based payments
28
Share-based payments - tax
At 30 November 2025
(444 )
(31 )
(1,060 )
(9,333 )
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 comprehensive income show the reserve in which each item of other comprehensive income is recognised.
The notes on pages 139 to 185 form an integral part of these Financial Statements.
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Overview
Strategic Report
Corporate governance
Financial statements
Consolidated
cash flow statement
Note
At
30 November
2025
£000
At
30 November
2024
£000
Profit/(loss) before tax from continuing operations
(12,117 )
Loss before tax from discontinued operations
11
(1,160 )
Finance income
8
(1,084 )
(851 )
Finance costs
9
Profit/(loss) from operations, including discontinued operations
(7,121 )
Adjustments for:
Research and development expenditure credits
(74 )
(61 )
Amortisation and impairment of intangible assets
14, 15
Depreciation and impairment of property, plant and equipment
16, 17
Impairment of inventory and other current assets
5
Amortisation of contract fulfilment asset
21
(Gain)/loss on disposal of property, plant and equipment
5
(4 )
Loss on foreign exchange derivatives
Share-based payment charge
28
(Decrease)/increase in provisions
(340 )
Defined benefit pension scheme past service cost
24
Defined benefit pension scheme administration cost
24
Operating cash flows before movements in working capital
Decrease/(increase) in inventories
(1,492 )
(Increase)/decrease in receivables
(5,316 )
Increase in contract fulfilment assets
21
(4,757 )
(4,394 )
Decrease in trade and other payables
(2,705 )
(3,471 )
Utilisation of provisions
23
(907 )
(1,912 )
Cash generated from operations
Cash paid for settlement of derivative instruments
(252 )
(288 )
Defined benefit pension scheme cash contributions
24
(1,355 )
(4,270 )
Tax (paid)/refunded
(336 )
Net cash generated from operating activities
Investing activities
Interest received
8
Proceeds on disposal of property, plant and equipment
Purchases of property, plant and equipment
16
(986 )
(644 )
Purchases of other intangible assets
15
(8,754 )
(4,178 )
Net cash used by investing activities
(9,730 )
(4,722 )
Financing activities
Drawdown of borrowings
31
Repayment of borrowings
31
(13,000 )
(6,000 )
Borrowing facilities arrangement and commitment fees
(657 )
(1,040 )
Interest and other finance costs paid
9
(5,463 )
(5,585 )
Equity raise - gross proceeds
26
Equity raise - fees incurred
(797 )
Payment of leasing liabilities - capital element
(2,457 )
(3,058 )
Payment of leasing liabilities - interest element
9
(403 )
(315 )
Net cash generated from/(used by) financing activities
(7,998 )
Net increase/(decrease) in cash and cash equivalents
(4,346 )
Cash and cash equivalents at the beginning of the year
Effect of foreign exchange rate changes
(242 )
Cash and cash equivalents at the end of the year
Cash at bank
Bank overdraft
(4,325 )
Cash and cash equivalents at the end of the year
The notes on pages 139 to 185 form an integral part of these Financial Statements.
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136
Company
balance sheet
Note
At
30 November
2025
£000
At
30 November
2024
£000
Non-current assets
Investments
18
56,402
55,397
Deferred tax assets
10
6,077
5,168
62,479
60,565
Current assets
Trade and other receivables
20
-
111
-
111
Total assets
62,479
60,676
Current liabilities
Trade and other payables
22
(32,686)
(38,369)
(32,686)
(38,369)
Net current liabilities
(32,686)
(38,258)
Non-current liabilities
Borrowings
25
(56,742)
(55,524)
(56,742)
(55,524)
Total liabilities
(89,428)
(93,893)
Net liabilities
(26,949)
(33,217)
Equity attributable to shareholders
Share capital
26
2,242
1,917
Share premium account
26
39,458
27,080
Own shares
27
(444)
(444)
Capital redemption reserve
94
94
Retained earnings
(68,299)
(61,864)
Total equity
(26,949)
(33,217)
The notes on pages 139 to 185
form an integral part of these Financial Statements.
The Company has taken the exemption under s408 of the Companies Act 2006 not to produce an income statement. The loss for the
year was £7,440,000 (2024: £7,302,000 loss) and includes an impairment charge of £nil (2024: £3,199,000) in respect of the Company’s
investment in RM Educational Resources Limited (see Note 18) and a reversal of impairment of £1,007,000 (2024: £276,000 impairment
charge) in respect of an amount owed by a Group undertaking (see Note 20).
These Financial Statements of RM plc, registered number 01749877, were approved and authorised for issue by the Board of Directors on
4 March 2026.
On behalf of the Board of Directors
Simon Goodwin
Director
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Overview
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Corporate governance
Financial statements
Company statement
of changes in equity
Note
Share
capital
£000
Share
premium
£000
Own
shares
£000
Capital
redemption
reserve
1
£000
Retained
earnings
£000
Total
£000
At 1 December 2023
1,917
27,080
(444)
94
(55,206)
(26,559)
Loss for the year
-
-
-
-
(7,302)
(7,302)
Total comprehensive expense
-
-
-
-
(7,302)
(7,302)
Transactions with owners of the
Company
Share-based payments
28
-
-
-
-
644
644
At 30 November 2024
1,917
27,080
(444)
94
(61,864)
(33,217)
Loss for the year
-
-
-
-
(7,440)
(7,440)
Total comprehensive expense
-
-
-
-
(7,440)
(7,440)
Transactions with owners of the
Company
Issue of share capital
26
325
12,378
-
-
-
12,703
Share-based payments
28
-
-
-
-
1,005
1,005
At 30 November 2025
2,242
39,458
(444)
94
(68,299)
(26,949)
1
The capital redemption reserve arose from the repurchase of issued share capital. It is not distributable.
The notes on pages 139 to 185 form an integral part of these Financial Statements.
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Corporate governance
Financial statements
Overview
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Notes to the
financial statements
incorporated in England and Wales
Exchange. It is the parent company and ultimate parent of a group
of companies (the Group) whose business activities and financial
position are presented in the Strategic Report and the Directors’
Report. The registered address is: 142B Park Drive, Milton Park,
The accounting policies set out below have been consistently
applied to the years presented.
The Financial Statements are prepared on a going concern basis.
The Directors’ reasons for continuing to adopt this basis are set out
below and in the Going Concern section of the Strategic Report.
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.
The separate Financial Statements of the Company are drawn up in
accordance with the Companies Act 2006 and Financial Reporting
Standard 101 ‘Reduced disclosure framework’ (FRS 101). The
following exemptions available under FRS 101 have been applied:
• A cash flow statement and related notes;
• Comparative period reconciliations for share capital and tangible
fixed assets;
• Disclosures in respect of transactions with wholly-owned
subsidiaries;
• Disclosures in respect of capital management;
•
The effects of new but not yet effective IFRSs; and
•
Disclosures in respect of the compensation of Key Management
Personnel.
As the consolidated Financial Statements of the Company include
the equivalent disclosures, the Company has also taken the
exemptions under FRS 101 available in respect of the following
disclosures:
•
IFRS 2 Share-Based Payments in respect of Group settled share-
based payments;
•
The requirements in IAS 24 ‘Related party disclosures’ to disclose
related party transactions entered into between two or more
members of a group; and
•
The disclosures required by IFRS 7 and IFRS 13 regarding financial
instrument disclosures have not been provided.
As permitted by s408 of the Companies Act 2006 the Company
has elected not to present its own income statement or statement
of comprehensive income for the year. The loss attributable to
the Company is disclosed in the footnote to the Company’s
New accounting standards adopted
The Group has applied the following standards and amendments
for the first time in the financial year:
•
Lease Liability in a Sale and Leaseback – Amendments to IFRS 16
Leases;
• Classification of liabilities as Current or Non-Current and
Non-current Liabilities with Covenants – Amendments to IAS 1
Presentation of Financial Statements; and
•
Amendments to IAS 7 Statement of Cash Flows and IFRS
7 Financial Instruments: Disclosures – Supplier Finance
Arrangements.
None of these standards or amendments 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 Board 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.
Notes to the
continued
financial statements
continued
2. Accounting policies
140
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Annual report and financial statements 2025
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,
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, which applies
quarterly to 30 November 2026, and the interest cover and adjusted
leverage covenants that apply quarterly thereafter.
Exceeding any of
the covenants would constitute a material breach of the agreement
and consequently the facility would be repayable on demand.
At 30 November 2025, the Group had net debt of £50.6m
(30 November 2024: £51.7m) and drawn facilities of £58.0m
(30 November 2024: £57.0m). Average Group 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 25, the Group has a £70.0m (2024: £70.0m)
committed bank facility (“the facility”) at 30 November 2025. 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, 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 agreement 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 Group’s forecast performance
against the following covenants:
•
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 test, 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.
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 Group 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 Group 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 Group’s business planning process, the Board has
closely monitored the Group’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
includes:
•
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 Group:
•
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 Group
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
Corporate governance
Financial statements
Overview
Strategic Report
continued
2. Accounting policies
(continued)
Going concern
rm.com
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141
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 Group 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
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 6. Divisional contribution is explained in Note 4.
The Board believes that presentation of the Group results in
this way is relevant to an understanding of the Group’s financial
performance (and that of each segment). 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.
The Group Financial Statements incorporate the Financial
Statements of the Company and all its subsidiaries for the periods
during which they were members of the Group.
Inter-company balances and transactions between Group
companies are eliminated on consolidation. On acquisition, assets
and liabilities of subsidiaries are measured at their fair values at the
date of acquisition, with any excess of the cost of acquisition over
this value being capitalised as goodwill.
Subsidiaries are entities controlled by the Group. The Group
controls an entity when it is exposed to, or has rights to, variable
returns from its involvement with the entity and has the ability to
affect those returns through its power over the entity. In assessing
control, the Group takes into consideration potential voting rights.
The acquisition date is the date on which control is transferred to
the acquirer. The Financial Statements of subsidiaries are included
in the consolidated Financial Statements from the date that control
In the Company accounts, investments in subsidiaries are stated at
The Group measures goodwill at the acquisition date as:
• The fair value of the consideration transferred; less
•
The net recognised amount (generally fair value) of the
identifiable assets acquired and liabilities assumed.
When the excess is negative, a bargain purchase gain is recognised
immediately in profit or loss.
Costs related to the acquisition, other than those associated with
When the Group has disposed of, has classified as held for sale, or
has abandoned a business component that represents a separate
major line of business or geographical area of operations, it
classifies such operations as discontinued operations. The post-tax
profit or loss of the discontinued operations is shown as a single
Notes to the
continued
financial statements
continued
2. Accounting policies
(continued)
Discontinued operations
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line on the face of the income statement, separate from the other
results of the Group. The income statement for the comparative
The Group operates a number of diverse businesses and
accordingly applies a variety of methods for revenue recognition,
based on the principles set out in IFRS 15.
The revenue and profits recognised in any period are based on the
delivery of performance obligations and an assessment of when
control is transferred to the customer.
RM TTS provides educational supplies and curriculum products for
schools and nurseries, and revenues are recognised when products
are delivered to customers, i.e. point-in-time basis for each product
delivered.
RM Technology provides software, services and technology to UK
schools and colleges. Hardware, right-to-use licences and related
installation revenues are recognised on delivery to customers at a
point in time. Provision of services and right-to-access software are
recognised over time.
RM Assessment provides digital assessment solutions that support
lifelong learning. Revenues are recognised at points in time, or over
time, based on the delivery of performance obligations. In certain
contracts there are judgements in determining the basis of revenue
recognition, particularly for long-term and complex contracts.
RM Assessment revenue judgements
In respect of certain contracts in the RM Assessment division,
management is required to form several judgements and
assumptions. These include judgements that determine the
amount of revenue and profits to record, and related balance
sheet items (such as contract fulfilment assets, trade receivables,
accrued income and deferred income) to recognise in the period.
Judgements and assumptions include:
• The identification of performance obligations included within the
contract;
• The allocation of the transaction price to performance
obligations including the impact of variable consideration;
•
The combination of goods and services into a single
performance obligation;
• The measurement of progress for performance obligations
satisfied over time;
•
The timing of revenue recognition based on the implied start
date of new and renewed contracts; and
•
The estimation of a standalone selling price using the expected
cost plus a margin approach.
The impact on revenue recognition of these judgements and
assumptions is set out below.
The most significant judgements relate to contracts with multiple
performance obligations and where there is a variable transaction
price based on the number of exam scripts. An estimate is made
for scanning and script volumes at contract inception which
is updated at the end of each accounting period. There is also
judgement in the determination that the provision of software is a
right-to-access arrangement and therefore should be recognised
over time, and the basis on which the transaction price is allocated
to separate performance obligations.
These are explained in critical accounting judgements below.
Basis of revenue recognition
Revenue is recognised either when the performance obligation
in the contract has been performed (either ‘point-in-time’
recognition or ‘over-time’ as control of the performance
obligation is transferred to the customer). For all contracts, the
Group determines if the arrangement with a customer creates
enforceable rights and obligations.
For contracts with multiple components to be delivered,
management applies judgement to consider whether these
promised goods or services are; (i) distinct – to be accounted for as
separate performance obligations; (ii) not distinct – to be combined
with other promised goods or services until a bundle is identified
that is distinct; or (iii) part of a series of goods and services that are
substantially the same and have the same pattern of transfer to the
customer.
At contract inception the total transaction price is estimated, being
the amount to which the Group expects to be entitled and has
rights to under the present contract. This includes an assessment
of any variable consideration where the performance obligation is
satisfied over time.
Such amounts are only included based on the expected value or
the most likely outcome method, and only to the extent it is highly
probable that no revenue reversal will occur. The transaction price
does not include estimates of consideration resulting from change
orders for additional goods and services until these are agreed.
Once the total transaction price is determined, the Group allocates
this to the identified performance obligations in proportion to their
relative stand-alone selling prices and recognises revenue when
those performance obligations are satisfied. In the RM Assessment
division the Group may sell customer bespoke solutions, and in
these cases the Group typically uses the expected cost plus a
margin approach to estimate the stand-alone selling price of each
performance obligation. Any remaining performance obligations
for which the stand-alone selling price is highly variable or
uncertain, due to not having previously been sold on a stand-alone
basis, is allocated applying the residual approach. Performance
obligations may also take the form of the delivery of bespoke
software or bespoke software as a service.
For each performance obligation, the Group determines if revenue
will be recognised over time or at a point in time. Where the
Group recognises revenue over time for long-term contracts,
this is generally due to the Group performing and the customer
simultaneously receiving and consuming the benefits provided
over the life of the contract.
For each performance obligation to be recognised over time, the
Group applies a revenue recognition method that faithfully depicts
the Group’s performance in transferring controls of the goods or
services to the customer. This decision requires assessment of the
real nature of the goods or services that the Group has promised
to transfer to the customer. The Group applies the relevant input or
output method consistently to similar performance obligations in
other contracts.
Corporate governance
Financial statements
Overview
Strategic Report
continued
2. Accounting policies
(continued)
Basis of revenue recognition
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When using the output method, the Group may recognise revenue
on the basis of direct measurements of the value to the customer
of the goods and services transferred to the date relative to the
remaining goods and services under the contract. Where the
output method is used and where the series guidance is applied
(see below for further details), the Group often uses a method of
time elapsed which requires minimal estimation. Certain long-term
contracts use an output method based on estimation of number
of scripts, or level of service activity. There is variable consideration
relating to the number of scripts.
There is judgement in determining whether a contract has onerous
conditions. Any expected loss is provided for at the time identified.
Revenue: Transactional (point-in-time) contracts
The Group delivers goods and services in the RM Technology
and RM TTS divisions that are transactional, for which revenue is
recognised at the point in time when the control of the goods or
services has transferred to the customer. This may be at the point
of physical delivery of goods and acceptance by a customer, or
when the customer obtains control of an asset or service in a
contract with customer-specified acceptance criteria.
The nature of contracts or performance obligations categorised
within this revenue type includes provision of curriculum and
educational resources for schools and nurseries, provision of IT
hardware goods and installation of IT hardware goods.
Revenue: Over-time contracts
In the RM Technology and RM Assessment divisions, the nature of
contracts and performance obligations is diverse and includes: (i)
outsourced service arrangements in the public and private sectors;
and (ii) right-to-access licences (see below).
The Group considers that the services provided meet the definition
of a series of distinct goods and services as they are: (i) substantially
the same; (ii) have the same pattern of transfer (as the series
constitutes services provided in distinct time increments (e.g. daily,
monthly, quarterly, exam session or annual service) and therefore
treats the series as one performance obligation.
Even if the underlying activities performed by the Group to satisfy
a promise can vary significantly throughout the day and on a day-
by-day basis, that fact, by itself, does not mean the distinct goods
or services are not substantially the same. For the majority of the
over-time contracts with customers in this category, the Group
recognises revenues using the output method as it best reflects the
nature in which the Group is transferring control of the goods or
services to the customer.
Right-to-access licences are those where the Group has a
continuing involvement after the sale or transfer of control to
the customer, which significantly affects the intellectual property
to which the customer has rights. The Group is responsible for
maintenance, continuing support, updates and upgrades and
accordingly the sale of the initial software is not distinct. The
Group’s accounting policy for licences is discussed in more
detail below.
Revenue: Licences
Software licences delivered by the Group can be either
‘right-to-access’ or ‘right-to-use’ licences.
Right-to-access licences require continuous upgrade and updates
for the software to remain useful; all other licences are treated as
right-to-use licences.
The key determinant of whether a licence is right-to-access
is whether the Group is required to undertake activities that
significantly affect the licence intellectual property (or the
customer has a reasonable expectation that it will do so) and the
customer is, therefore, exposed to positive or negative impacts
resulting from those changes.
The Group considers for each contract that includes a separate
licence performance obligation all the facts and circumstances in
determining whether the licence revenue is recognised over time,
or at a point in time from the go-live date of the licence.
Revenue: Contract modifications
The Group’s over-time contracts are often amended for changes in
contract specifications and requirements. Contract modifications
exist when the amendment either creates new, or changes the
existing, enforceable rights and obligations. Material modifications
are predominantly extensions to contracts and cancellation of
exam sessions. The Group considers whether each contract
modification is part of the original contract or is a separate contract
and allocates the transaction price accordingly.
Revenue: Contract fulfilment costs
Contract fulfilment costs are divided into costs that give rise to an
asset, and costs that are expensed as incurred.
If the costs incurred are not within the scope of another standard,
the Group applies the following criteria which, if met, result in
capitalisation: (i) the costs directly relate to a contract or to a
specifically identifiable anticipated contract; (ii) the costs generate
or enhance resources of the entity that will be used in satisfying (or
continuing to satisfy) performance obligations in the future; and
(iii) the costs are expected to be recovered. The assessment of this
criteria requires the application of judgement, in particular at which
point the capitalisation ceases and the performance obligation
begins.
Revenue: Amortisation, de-recognition and impairment
of contract fulfilment assets
The Group amortises contract fulfilment assets over the expected
contract period using a systematic basis that mirrors the pattern in
which the Group transfers control of the service to the customer.
The amortisation charge is included within cost of sales. A contract
fulfilment asset is derecognised either when it is disposed of, or
when no further economic benefits are expected to flow from its
use or disposal.
Management is required to determine the recoverability of contract
fulfilment assets, accrued income and trade receivables. At each
reporting date, the Group determines whether or not the contract
fulfilment assets are impaired by comparing the carrying amount
of the asset to the remaining amount of consideration that the
Group expects to receive, less costs that relate to providing
services under the relevant contract. In determining the estimated
amount of consideration, the Group uses the same principles as it
does to determine the contract transaction price, except that any
constraints used to reduce the transaction price required by IFRS 15
will be removed for the impairment test.
Notes to the
continued
financial statements
continued
2. Accounting policies
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Revenue: Deferred and accrued income
The Group’s customer contracts include a diverse range of
payment schedules dependent upon the nature and type of goods
and services being provided. The Group often agrees payment
schedules at the inception of long-term contracts under which it
receives payments throughout the term of the contracts. These
payment schedules may include progress payments as well as
regular monthly or quarterly payments for ongoing service delivery.
Payments for transactional goods or services may be at delivery
date, in arrears or part payment in advance. There are no material
financing arrangements. Where payments made are greater
than the revenue recognised at the period end date, the Group
recognises a deferred income contract liability for this difference.
Where payments made are less than the revenue recognised at
the period end date, the Group recognises an accrued income
contract asset for this difference. Where accrued income and
deferred income exist on the same contract, these balances are
All intangible assets, except goodwill, are stated at cost less
accumulated amortisation and any accumulated impairment
Goodwill represents the amount by which the fair value of the
cost of a business combination exceeds the fair value of net assets
acquired. Goodwill is not amortised and is stated at cost less any
accumulated impairment losses.
The recoverable amount of goodwill is tested for impairment
biannually or when events or changes in circumstance indicate
that it might be impaired. Impairment charges are deducted from
the carrying value and recognised immediately in profit or loss. For
the purpose of impairment testing, goodwill is allocated to each of
the Group’s cash generating units. If the recoverable amount of the
cash generating unit is less than the carrying amount of the unit,
the impairment loss is allocated first to reduce the carrying amount
of any goodwill allocated to the unit, and then to the other assets
of the unit pro-rata on the basis of the carrying amount of each
asset in the unit. An impairment loss recognised for goodwill is not
Research and development costs associated with the development
of software products or enhancements and their related intellectual
property rights are expensed as incurred until all of the following
criteria can be demonstrated, in which case they are capitalised as
an intangible asset:
a. the technical feasibility of completing the intangible asset so that
it will be available for use or sale;
b. an intention to complete the intangible asset and use or sell it;
c. ability to use or sell the intangible asset;
d. how the intangible asset will generate probable future economic
benefits. Among other things, the Group can demonstrate the
existence of a market for the output of the intangible asset or
the intangible asset itself or, if it is to be used internally, the
usefulness of the intangible asset;
e. the availability of adequate technical, financial and other
resources to complete the development and to use or sell the
intangible asset;
f. an ability to measure reliably the expenditure attributable to the
intangible asset during its development; and
g. the Group has the ability to control the asset and it is separately
identifiable. Configuration costs of development activity on a
third-party software as a service (SaaS) solution are not deemed
to be controlled by the Group unless it has the contractual rights
to control that software. Any configuration activity provided by
the SaaS supplier is expensed as incurred. Customisation costs
of development activity on a third-party SaaS solution will only
be capitalised where the Group has a contractual right to control
the asset and it is separately identifiable. Any customisation
activity provided by the SaaS supplier is expensed as incurred. In
the majority of instances where configuration or customisation
on a third-party SaaS solution is performed, the development
work does not meet the criteria of ability to control the asset nor
is it separately identifiable, so is expensed.
The technological feasibility of the Group’s software products
is assessed periodically on an individual basis. Capitalised
development costs are amortised on a straight-line basis over
their useful lives, once the product is available for use. Useful
lives are assessed on a project-by-project basis, within the range
disclosed in the “Amortisation” section below. Amortisation does
not commence until the assets are in use, and there is periodic
assessment for impairment of capitalised development costs that
Other intangible assets
Expenditure on internally generated goodwill and brands is
recognised in the income statement as incurred. Other intangible
assets that are acquired by the Group are stated at cost less
accumulated amortisation and accumulated impairment losses.
Amortisation
Amortisation is charged to the income statement on a straight-line
basis over the estimated useful lives of intangible assets unless such
lives are indefinite. Goodwill is not amortised, but is systematically
tested for impairment at each balance sheet date.
Other intangible
assets are amortised from the date they are available for use. The
estimated useful lives are as follows:
Customer relationships |
3 – 5 years |
Brands |
15 years |
Intellectual property and database assets |
3 – 10 years |
Other software assets |
2 – 8 years |
accumulated depreciation, and any accumulated impairment
losses where appropriate.
Property, plant and equipment are depreciated on a straight-line
basis to write down the assets to their estimated disposal value at
the end of their useful lives as follows:
Short leasehold improvements |
The term of the lease |
Plant, equipment and fixtures |
3 – 10 years |
Computer equipment |
2 – 5 years |
Vehicles |
2 – 4 years |
Corporate governance
Financial statements
Overview
Strategic Report
continued
2. Accounting policies
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excluding goodwill
At each balance sheet date, the Group reviews the carrying amounts
of its tangible and intangible assets to determine whether there is
any indication that those assets have suffered an impairment loss.
If any such indication exists, the recoverable amount of the asset is
estimated in order to determine the extent of any impairment loss.
Where the asset does not generate cash flows that are independent
from other assets, the Group estimates the recoverable amount of
the cash generating unit to which the asset belongs.
The recoverable amount is the higher of fair value less costs to sell
and value in use. If fair value is not directly observable, valuation
techniques will be applied using relevant observable inputs.
In assessing value in use, the estimated future cash flows are
discounted to their present value using a pre-tax discount rate that
reflects current market assessments of the time value of money and
the risks specific to the asset for which the estimates of future cash
flows have not been adjusted.
If the recoverable amount of an asset (or cash generating unit)
is estimated to be less than its carrying amount, the carrying
amount of the asset (or cash generating unit) is reduced to its
recoverable amount. An impairment loss is recognised as an expense
immediately.
Where an impairment loss subsequently reverses, the carrying
amount of the asset (or cash generating unit) is increased to the
revised estimate of its recoverable amount, but so that the increased
carrying amount does not exceed the carrying amount that would
have been determined had no impairment loss been recognised for
the asset (or cash generating unit) in prior periods. A reversal of an
Trade and other receivables are recognised initially at fair value and
subsequent to initial recognition they are measured at amortised cost
using the effective interest method, less any impairment losses.
The Group assesses on a forward-looking basis the expected credit
losses associated with its receivables carried at amortised cost. The
impairment methodology applied depends on whether there has
been a significant increase in credit risk. For trade receivables, the
Group applies the simplified approach permitted by IFRS 9, resulting
in trade receivables recognised and carried at original invoice amount
less an allowance for any uncollectible amounts based on expected
credit losses.
Accrued income is recognised when services are performed and
revenue recognised in advance of an invoice being raised, and is
Cash comprises cash at bank and in hand and deposits with a
maturity of three months or less from initial investment. Bank
overdrafts are included in cash only to the extent that the Group
has the unconditional right of set-off and intention to net settle or
realise simultaneously. Cash and cash equivalents in the cash flow
statement include overdrafts where they form an integral part of
Borrowings relate to an unsecured revolving cash facility, detailed
in Note 25. All loans and borrowings are initially recognised at their
fair value less any directly attributable transaction costs. After initial
recognition, loans and borrowings are subsequently measured at
Trade payables on normal terms are not interest bearing. Trade and
other payables are recognised initially at fair value and subsequent
to initial recognition they are measured at amortised cost using the
The Group holds derivative financial instruments to hedge its
foreign currency exposure.
On initial designation of the derivative as the hedging instrument,
the Group formally documents the relationship between
the hedging instrument and hedged item, including the risk
management objectives and strategy in undertaking the hedge
transaction and the hedged risk, together with the methods that
will be used to assess the effectiveness of the hedging relationship.
The Group makes an assessment, both at the inception of the
hedge relationship as well as on an ongoing basis, as to whether
the hedging instruments are expected to be ‘highly effective’
in offsetting the changes in the fair value or cash flows of the
respective hedged items attributable to the hedged risk. For a
cash flow hedge of a forecast transaction, the transaction should
be highly probable to occur and should present an exposure to
variations in cash flows that could ultimately affect reported profit
or loss.
Derivatives are recognised initially at fair value and attributable
transaction costs are recognised in profit or loss as incurred.
Subsequent to initial recognition, derivatives are measured at fair
value, and changes therein are accounted for as described below.
When a derivative is designated as the hedging instrument in a
hedge of the variability in cash flows attributable to a particular risk
associated with a recognised asset or liability or a highly probable
forecast transaction that could affect profit or loss, the effective
portion of changes in the fair value of the derivative is recognised
in other comprehensive income and presented in the hedging
reserve in equity. Any ineffective portion of changes in the fair
value of the derivative is recognised immediately in profit or loss.
For all hedging of forecast financial transactions, the associated
cumulative gain or loss is removed from equity and recognised in
the income statement in the same period or periods during which
the hedged expected future cash flows affect profit or loss.
When the hedging instrument is sold, expires, is terminated
or exercised, or the entity revokes designation of the hedge
relationship but the hedged forecast transaction is still expected to
occur, the cumulative gain or loss at that point remains in equity
and is recognised in accordance with the above policy when the
transaction occurs.
Notes to the
continued
financial statements
continued
2. Accounting policies
(continued)
Cash flow hedges
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If the hedged transaction is no longer expected to take place,
the cumulative unrealised gain or loss recognised in equity
is recognised in the income statement immediately. When a
derivative financial instrument is not designated in a hedge
relationship that qualifies for hedge accounting, all changes in its
Finished goods are valued at cost on a first in first out basis,
including appropriate labour costs and other overheads.
Inventories are recognised when the Group has the rights and
obligations of ownership, which in the case of supply from certain
overseas territories may be from the point of production or the
point of shipment. All inventories are reduced to net realisable
value where lower than cost. Provision is made for obsolete, slow
A provision is recognised if, as a result of a past event, the Group
has a present legal or constructive obligation that can be estimated
reliably, and it is probable that an outflow of economic benefits will
be required to settle the obligation.
Provisions are determined by discounting the expected future cash
flows at a pre-tax rate that reflects current market assessments of
the time value of money and the risks specific to the liability. The
unwinding of the discount is recognised as a finance cost.
Restructuring
Restructuring provisions are recognised only when the Group has a
constructive obligation, which is when (i) there is a detailed formal
plan that identifies the business or part of the business concerned,
the location and number of employees affected, the detailed
estimate of the associated costs, and the timeline; and (ii) the
employees affected have been notified of the plan’s main features.
Onerous contracts
A provision for onerous contracts is recognised when the expected
benefits to be derived by the Group from a contract are lower than
the unavoidable cost of meeting its obligations under the contract.
The provision is measured at the present value of the lower of
the expected cost of terminating the contract and the expected
net cost of continuing with the contract. Before a provision is
established, the Group recognises any impairment loss on the
assets associated with that contract.
Dilapidations provision
A dilapidations provision is recognised when the Group has an
obligation to rectify, repair or reinstate a leased premises to a
certain condition in accordance with the lease agreement.
The
provision is measured at the present value of the estimated cost of
rectifying, repairing or reinstating the leased premises at a specified
A right of use asset and corresponding lease liability are recognised
at commencement of the lease.
The lease liability is measured at the present value of the lease
payments, discounted at the rate implicit in the lease. Where this
rate is not determinable, the Group’s incremental borrowing rate
is used, which is the interest rate the Group would have to pay to
borrow the amount necessary to obtain an asset of similar value, in
a similar economic environment with similar terms and conditions.
The lease liability is subsequently measured at amortised cost
increased for interest charges (using the effective interest rate
method) and reduced for payments. Amendment to lease terms
resulting in a change in payments or the length of the lease results
in an adjustment to the right-of-use asset and liability.
The right of use asset is initially measured at cost, comprising the
initial lease liability, any lease payments already made less any
lease incentives received, initial direct costs, and any dilapidation
or restoration costs. The right of use asset is subsequently
depreciated on a straight-line basis over the shorter of the lease
term or the useful life of the underlying asset.
Right-of-use assets are reviewed for impairment when events or
changes in circumstances indicate the carrying value may not be
fully recoverable.
Payments in respect of short-term leases and low-value leases are
charged to the income statement on a straight-line basis over the
The Group operates a number of executive and employee share
schemes. For all grants of share-based payments, the fair value
as at the date of grant is calculated using a pricing model and the
corresponding expense is recognised over the vesting period.
Where the vesting period is shortened after the date of grant,
the remaining expense is recognised over the shortened vesting
period. Over the vesting period and at vesting, the cumulative
expense is adjusted to take into account the number of awards
expected to vest, or actually vesting as a result of the effect of
non-market-based performance conditions. Share-based payment
charges which are incurred by a subsidiary undertaking are
included as an increase in investments in subsidiary undertakings
within the parent company, and a capital contribution in the
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 (the
RM Scheme), the Consortium CARE Scheme (the CARE Scheme),
and the Platinum Scheme, and a number of Local Government
Pension Schemes which the Group has members within. The RM
Scheme and the CARE Scheme are both operated for employees
and former employees of the Group only. The Platinum Scheme
is a multi-employer scheme, with the Group being just one of
a number of employers. The number of the Group’s former
employees in that Scheme is small and so the impact/risk to the
Group from that Scheme is limited.
For all defined benefit pension schemes, based on the advice of
a qualified independent actuary at each balance sheet date and
using the projected unit method, the administrative expenses
and current service costs are charged to operating profit, with
the interest cost, net of interest on scheme assets, reported as a
financing item.
Corporate governance
Financial statements
Overview
Strategic Report
continued
2. Accounting policies
(continued)
Defined benefit pension schemes
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Defined benefit pension scheme remeasurements are recognised
as a component of other comprehensive income such that the
balance sheet reflects the scheme’s surplus or deficit as at the
balance sheet date. Contributions to defined contribution plans are
charged to operating profit as they become payable.
Scheme assets are measured at bid-price, where available, at
30 November 2025. Please see note 24 for details of the valuation
measurements for liability-driven investments and insurance assets.
The present value of the defined benefit obligation was measured
using the projected unit method.
At 30 November 2025, the RM, CARE and Platinum defined benefit
schemes show a surplus. Under the guidance of IFRIC 14, the
Group are able to recognise a pension surplus on the balance
sheet for all three schemes.
Employee Share Trust
The Employee Share Trust, which holds ordinary shares of
the Company in connection with certain share schemes, is
consolidated into the Financial Statements. Any consideration
paid to the Trust for the purchase of the Company’s own shares
is shown as a movement in shareholders’ equity. The Employee
Share Trust is treated as a branch in the consolidated Financial
The ‘Own Shares Reserve’ figure is calculated based on the
number of shares held by the Employee Share Trust (EST) as
at 30 November 2025 (being 618,796 shares) multiplied by the
The translation reserve comprises all foreign exchange differences
from the translation of the Financial Statements of foreign
Cash flow hedging reserve
The hedging reserve comprises the effective portion of the
cumulative net change in the fair value of cash flow hedging
instruments related to hedged transactions that have not yet
occurred. Only realised gains are distributable.
Current tax, including UK corporation tax and foreign tax, is
provided at amounts expected to be paid or recovered using
the tax rates and laws that have been enacted (or substantively
enacted) by the balance sheet date.
liability method in respect of temporary differences arising from
differences between the carrying amount of assets and liabilities
in the Financial Statements and the corresponding tax bases
used in computation of taxable profit. Deferred tax liabilities are
recognised for all taxable temporary differences except in respect
of investments in subsidiaries where the Group is able to control
the reversal of the temporary difference and it is probable that the
Current tax balances are offset when there is a legally enforceable
right to set off current tax assets against current tax liabilities.
that future taxable profit will be available against which the
temporary difference can be utilised. Their carrying amount is
reviewed at each balance sheet date on the same basis.
Deferred tax is measured on an undiscounted basis, and at the tax
rates that are expected to apply in the periods in which the asset or
liability is settled. It is recognised in the income statement except
when it relates to items credited or charged directly to equity or
other comprehensive income, in which case the deferred tax is
also dealt with in equity or other comprehensive income. Deferred
tax assets and liabilities are offset when they relate to income taxes
levied by the same taxation authority and when the Group intends
The Group presents its Financial Statements in pounds sterling
because this is the currency in its primary operating environment.
Balance sheet items of subsidiary undertakings whose functional
currency is not pounds sterling are translated into pounds sterling
at the period-end rates of exchange. Income statement items
and the cash flows of subsidiary undertakings are translated at
the average rates for the period. Foreign exchange differences on
the translation of subsidiary opening net assets at closing rates
of exchange and the differences arising between the translation
of profits at average and closing exchange rates are recorded as
movements in the currency translation reserve.
Transactions denominated in foreign currencies are translated into
pounds sterling at rates prevailing at the dates of the individual
transactions. Foreign currency monetary assets and liabilities
are translated at the rates prevailing at the balance sheet date.
Exchange gains and losses arising are charged or credited to the
income statement. Foreign currency non-monetary amounts are
translated at rates prevailing at the time of establishing the fair value
of the asset or liability.
Foreign exchange differences arising on a specific intercompany
loan with a foreign subsidiary are treated as finance income or
finance costs in line with the underlying asset.
Foreign exchange
differences arising from intercompany loans that are part of a
net investment in a foreign operation are recognised in other
comprehensive income.
Dividends are recognised as a liability in the period in which the
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,
Notes to the
continued
financial statements
continued
2. Accounting policies
(continued)
Key sources of estimation uncertainty
148
RM plc
|
Annual report and financial statements 2025
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 24.
•
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 details, including a
sensitivity analysis, are set out in Notes 14 and 18.
•
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
– As noted above, 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 10) 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.
•
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 these judgements 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 24.
•
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 6.
•
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 as shown in Note 15.
•
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 10) rather than
showing it net of the pension surplus (see Note 24). The Group
does not plan to withdraw any of the surplus and therefore
considers separation of the related deferred tax liability from the
Corporate governance
Financial statements
Overview
Strategic Report
rm.com
RM plc
|
Annual report and financial statements 2025
149
Revenue by reportable segment for continuing operations
RM |
RM |
RM |
RM |
||
TTS |
Technology |
Technology |
Assessment |
||
Transactional |
Transactional |
Over Time |
Over Time |
Total |
|
Year ended 30 November 2025 |
£000 |
£000 |
£000 |
£000 |
£000 |
Supply of products and software licences |
67,221 |
16,504 |
1,449 |
- |
85,174 |
Rendering of services |
- |
3,104 |
21,941 |
17,966 |
43,011 |
Delivery of Own Platform solutions |
- |
42 |
4,181 |
29,661 |
33,884 |
67,221 |
19,650 |
27,571 |
47,627 |
162,069 |
RM |
RM |
RM |
RM |
||
TTS |
Technology |
Technology |
Assessment |
||
Transactional |
Transactional |
Over Time |
Over Time |
Total |
|
Year ended 30 November 2024 (re-presented1) |
£000 |
£000 |
£000 |
£000 |
£000 |
Supply of products and software licences |
72,440 |
16,284 |
1,865 |
- |
90,589 |
Rendering of services |
- |
6,689 |
24,726 |
14,411 |
45,826 |
Delivery of Own Platform solutions |
- |
97 |
4,334 |
25,297 |
29,728 |
72,440 |
23,070 |
30,925 |
39,708 |
166,143 |
1
The classes of revenue by product type have been revised in FY25 to align with the classes used by management to assess performance of the business and the
comparatives have been re-presented.
Revenue for RM Consortium for the year ended 30 November 2024 is shown in Note 11 Discontinued operations.
Each contract is analysed separately to identify the performance obligations and judgements made as to whether, for example, goods
and services should be combined. For some contracts judgement is also required to allocate the transaction price to each performance
obligation based on the standalone selling price or, for licences, the residual amount. Judgements include determination of performance
obligations and allocation of the transaction price to performance obligations. Within RM Assessment scanning revenues of £7.4m (2024:
£6.8m) are judged to be delivered over time. The associated transaction price will be dependent on over-time variables (such as volumes).
The over-time period for scanning related revenues is over exam sessions, but this relatively short time span may fall into different external
reporting periods.
Revenue is then recognised based on these judgements which are set out in more detail in Note 2. There is estimation relating to total
script volumes to determine the transaction price over the life of the contract. The revenue recognised in 2025 is not materially sensitive
to these assumptions due to the timing of contract start and end dates. The sensitivity analysis related to future script volumes shows that
if UK and International exams increased by 5% against assumed volumes from 2026 onwards, then revenue in 2025 would be increased by
c.£0.3m (2024: 5% against assumed volumes from 2025 onwards, then revenue in 2024 would be increased by c.£0.1m).
The table below shows the time bands of the expected timing of revenue to be recognised on over-time contracts at 30 November 2025.
RM |
RM |
||
Technology |
Assessment |
Total |
|
Over Time |
Over Time |
Over Time |
|
Year ended 30 November 2025 |
£000 |
£000 |
£000 |
< 1 year |
1,648 |
37,583 |
39,231 |
1-2 years |
3,323 |
26,004 |
29,327 |
2-5 years |
5,302 |
31,680 |
36,982 |
> 5 years |
1,547 |
250 |
1,797 |
Total |
11,820 |
95,517 |
107,337 |
Notes to the
continued
financial statements
continued
3. Revenue
150
RM plc
|
Annual report and financial statements 2025
RM | RM | ||
Technology | Assessment | Total | |
Over Time | Over Time | Over Time | |
Year ended 30 November 2024 | £000 | £000 | £000 |
< 1 year | 3,842 | 30,935 | 34,777 |
1-2 years | - | 26,757 | 26,757 |
2-5 years | - | 23,863 | 23,863 |
> 5 years | - | 14,147 | 14,147 |
Total | 3,842 | 95,702 | 99,544 |
The order book represents the consideration the Group will be entitled to receive from customers when the Group satisfies the remaining
performance obligations that are not yet met from contracts in place at the balance sheet date. However, the total revenue that will be
earned from the order book in future may change through non-contracted volumetric revenue, scope changes and contract extensions.
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 | RM | Corporate | ||
TTS 1 | Assessment | Technology | Services | Total | |
Year ended 30 November 2025 | £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 6) | (2,301) | ||||
Profit before tax | 3,212 |
1
Included in UK are International Sales via UK Distributors of £0.6m.
Corporate governance
Financial statements
Overview
Strategic Report
continued
4. Operating segments
rm.com
RM plc
|
Annual report and financial statements 2025
151
RM |
RM |
RM |
Corporate |
||
TTS 2 |
Assessment |
Technology |
Services |
Total |
|
Year ended 30 November 2024 |
£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 6) |
(14,556) |
||||
Loss before tax |
(12,117) |
1
Included in UK are International Sales via UK Distributors of £0.9m.
Segmental assets
RM |
RM |
RM |
Corporate |
||
TTS |
Assessment |
Technology |
Services |
Total |
|
At 30 November 2025 |
£000 |
£000 |
£000 |
£000 |
£000 |
Segmental |
37,503 |
31,503 |
11,046 |
29,948 |
110,000 |
Other |
35,114 |
||||
Total assets |
145,114 |
RM |
RM |
RM |
Corporate |
||
TTS |
Assessment |
Technology |
Services |
Total |
|
At 30 November 2024 |
£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
Notes to the
continued
financial statements
152
RM plc
|
Annual report and financial statements 2025
Operating expenses of continuing operations comprise:
Year ended |
Year ended |
||
30 November |
30 November |
||
2025 |
2024 |
||
Note |
£000 |
£000 |
|
Operating expenses |
53,965 |
63,426 |
|
Other operating income 1 |
(1,258) |
- |
|
Expected credit loss charge/(credit) |
16 |
(98) |
|
Impairment losses |
6 |
- |
9,286 |
52,723 |
72,614 |
||
Analysed by function: |
|||
Selling and distribution costs |
18,697 |
19,965 |
|
Research and development costs |
2,747 |
3,075 |
|
Administrative expenses |
28,978 |
35,018 |
|
Adjusted operating expenses |
50,422 |
58,058 |
|
Adjustments to administrative expenses |
6 |
2,301 |
14,556 |
Total operating expenses |
52,723 |
72,614 |
1
Other operating income is derived from the sale of surplus Internet Protocol v4 licences within the RM Technology division. While these sales are expected to be
periodic, they are not classified as revenue as they are not derived from the Group’s ordinary course of business.
Profit/(loss) from operations is stated after charging/(crediting):
Year ended |
Year ended |
||
30 November |
30 November |
||
2025 |
2024 |
||
Note |
£000 |
£000 |
|
Impairment of goodwill – charged in operating expenses |
6, 14 |
- |
9,286 |
Impairment of property, plant and equipment – charged in operating expenses |
16 |
- |
186 |
(Impairment reversal)/impairment of right-of-use assets – charged in operating expenses |
17 |
(81) |
638 |
Amortisation of other intangible assets – charged in cost of sales |
15 |
112 |
21 |
Amortisation of other intangible assets – charged in operating expenses |
15 |
283 |
422 |
Depreciation of property, plant and equipment – charged in cost of sales |
16 |
762 |
649 |
Depreciation of property, plant and equipment – charged in operating expenses |
16 |
773 |
1,056 |
Depreciation of right-of-use assets – charged in operating expenses |
17 |
2,316 |
2,708 |
Depreciation of right-of-use assets – charged in discontinued operations |
17 |
- |
331 |
For continuing operations: |
|||
(Gain)/loss on disposal of property, plant and equipment |
(4) |
72 |
|
Cost of inventories recognised as expense |
50,239 |
54,419 |
|
Staff costs |
7 |
63,127 |
63,617 |
Short-term and low value lease expense |
34 |
35 |
|
Foreign exchange loss |
401 |
612 |
|
Inventory write-offs |
110 |
261 |
|
Decrease in inventory obsolescence provision |
(54) |
(44) |
Corporate governance
Financial statements
Overview
Strategic Report
continued
5. Profit/(loss) from operations
rm.com
RM plc
|
Annual report and financial statements 2025
153
Year ended |
Year ended |
|
30 November |
30 November |
|
2025 |
2024 |
|
£000 |
£000 |
|
Fees payable to the Company’s previous auditor for the audit of these Financial Statements: |
||
– the audit of the Company’s Financial Statements |
- |
60 |
– the audit of the Company’s subsidiaries pursuant to legislation |
492 |
886 |
Fees payable to the Company’s current auditor for the audit of these Financial Statements: |
||
– the audit of the Company’s Financial Statements |
48 |
- |
– the audit of the Company’s subsidiaries pursuant to legislation |
722 |
- |
Other fees payable to the Company’s current auditor: |
||
– other services 1 |
10 |
10 |
1,272 |
956 |
¹
As set out in Note 2, the Group uses alternative performance measures that the Board believes reflect the trading performance of the
Group, and it is these adjusted measures that the Board use as the primary measures of performance measurement during the year.
Adjustments
Adjustments are items which are identified by virtue of their size, nature and incidence to be important to understanding the performance
of the business including the comparability of the results year-on-year. These items can include (but are not restricted to) impairments,
restructuring and acquisition costs, the gain/loss on sale 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 |
Continuing |
Discontinued |
||||
operations |
operations |
Total |
operations |
operations |
Total |
||
£000 |
£000 |
£000 |
£000 |
£000 |
£000 |
||
Adjustments to administrative expenses |
|||||||
Amortisation of acquisition-related |
|||||||
intangible assets |
(a) |
(237) |
- |
(237) |
(369) |
- |
(369) |
Impairment of RM TTS goodwill |
(b) |
- |
- |
- |
(9,286) |
- |
(9,286) |
Impairment reversal of |
|||||||
RM Consortium assets |
(c) |
- |
- |
- |
- |
505 |
505 |
Restructuring costs |
(d) |
(1,830) |
- |
(1,830) |
(4,591) |
- |
(4,591) |
Consortium pension costs |
(e) |
(234) |
- |
(234) |
- |
- |
- |
Independent business review |
|||||||
related costs |
(f) |
- |
- |
- |
(10) |
- |
(10) |
Cost of GMP conversion (see Note 24) |
(g) |
- |
- |
- |
(300) |
- |
(300) |
Total adjustments to administrative |
|||||||
expenses |
(2,301) |
- |
(2,301) |
(14,556) |
505 |
(14,051) |
|
Total adjustments |
(2,301) |
- |
(2,301) |
(14,556) |
505 |
(14,051) |
|
Tax impact (see Note 10) |
278 |
- |
278 |
884 |
(126) |
758 |
|
Total adjustments after tax |
(2,023) |
- |
(2,023) |
(13,672) |
379 |
(13,293) |
|
Notes to the
continued
financial statements
continued
6. Alternative performance measures
154
RM plc
|
Annual report and financial statements 2025
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 14).
(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 expected 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 | Adjusted | Statutory | Adjusted | |||
measure | Adjustment | measure | measure | Adjustment | 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 assets | 395 | 237 | 158 | 9,729 | 9,655 | 74 |
Depreciation and impairment of property, | ||||||
plant and equipment | 3,770 | (81) | 3,851 | 5,237 | 824 | 4,413 |
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 12) | ||||||
Basic (Pence) | 2.6 | - | 4.9 | (4.6) | - | 11.8 |
Diluted (Pence) | 2.5 | - | 4.9 | (4.6) | - | 11.7 |
¹Adjusted 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 10.
Corporate governance
Financial statements
Overview
Strategic Report
continued
6. Alternative performance measures
rm.com
RM plc
|
Annual report and financial statements 2025
155
Cash conversion (adjusted)
Cash conversion (adjusted) is defined as adjusted cash flows from operating activities1 divided by adjusted operating profit.
Year ended 30 November 2025 |
Year ended 30 November 2024 |
|||||
Statutory |
Adjusted |
Statutory |
Adjusted |
|||
Measure |
Adjustment |
measure |
Measure |
Adjustment |
measure |
|
£000 |
£000 |
£000 |
£000 |
£000 |
£000 |
|
Net cash generated from/(used by) |
||||||
operating activities |
7,544 |
(2,325) |
9,869 |
8,374 |
(5,242) |
13,616 |
Profit/(loss) from operations |
9,149 |
(2,301) |
11,450 |
(5,961) |
(14,556) |
8,595 |
Cash conversion (%) |
82% |
86% |
(140)% |
158% |
||
1
Adjusted cash flows from operating activities is determined by removing any non-cash adjusting items included in the adjustments identified at the start of Note 6.
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. The details of the covenant
calculations are set out in Note 31.
2025 |
2024 |
||
Note |
£000 |
£000 |
|
Bank loan |
58,000 |
57,000 |
|
Less capitalised fees |
(1,258) |
(1,476) |
|
Borrowings |
25 |
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 |
The average number of persons (including Directors) employed by the Group during the year was as follows:
Year ended |
Year ended |
|
30 November |
30 November |
|
2025 |
2024 |
|
Number |
Number |
|
Research and development, products and services |
1,041 |
1,189 |
Marketing and sales |
218 |
192 |
Corporate Services |
284 |
263 |
1,543 |
1,644 |
Aggregate emoluments of persons employed by the Group comprised:
Year ended 30 November 2025 |
Year ended 30 November 2024 |
|||||
Continuing |
Discontinued |
Continuing |
Discontinued |
|||
operations |
operations |
Total |
operations |
operations |
Total |
|
£000 |
£000 |
£000 |
£000 |
£000 |
£000 |
|
Wages and salaries |
54,178 |
- |
54,178 |
55,228 |
588 |
55,816 |
Termination costs |
340 |
- |
340 |
1,094 |
- |
1,094 |
Social security costs |
5,361 |
- |
5,361 |
4,610 |
- |
4,610 |
Pension costs (Note 24) |
2,243 |
- |
2,243 |
2,041 |
- |
2,041 |
Share-based payments expense (Note 28) |
1,005 |
- |
1,005 |
644 |
- |
644 |
63,127 |
- |
63,127 |
63,617 |
588 |
64,205 |
|
Information regarding the remuneration of the Directors is shown in the Remuneration Report.
The Company had no employees during the year (2024: nil).
Information regarding the remuneration of key management personnel, which consisted of the Group’s Directors and members of the
Notes to the
continued
financial statements
156
RM plc
|
Annual report and financial statements 2025
Year ended | Year ended | ||
30 November | 30 November | ||
2025 | 2024 | ||
Note | £000 | £000 | |
Bank interest | 6 | 18 | |
Other finance income | - | 86 | |
Total income from financial assets measured at amortised cost | 6 | 104 | |
Net interest income on defined benefit pension schemes | 24 | 1,078 | 747 |
1,084 | 851 |
Year ended | Year ended | ||
30 November | 30 November | ||
2025 | 2024 | ||
Note | £000 | £000 | |
Borrowing facilities arrangement fees and commitment fees | 875 | 1,209 | |
Unwinding of discount on provisions | 23 | 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 |
Analysis of tax charge/(credit) in the consolidated income statement
Year ended | Year ended | |
30 November | 30 November | |
2025 | 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) |
The tax impact of a transaction or item can be uncertain until a conclusion is reached with the relevant tax authority or through a legal
process. The Group uses in-house and external professional advisors, where appropriate, to assess uncertain tax positions. The most
significant judgement concerns transactions with non-UK entities. The Group recognises an uncertain tax provision if it is considered
probable that there will be a future outflow of funds to a tax authority.
Corporate governance
Financial statements
Overview
Strategic Report
continued
10. Tax
rm.com
RM plc
|
Annual report and financial statements 2025
157
Analysis of tax (credit)/charge in the consolidated statement of comprehensive income
Year ended |
Year ended |
|
30 November |
30 November |
|
2025 |
2024 |
|
£000 |
£000 |
|
Deferred tax |
||
Defined benefit pension scheme movements |
(607) |
848 |
Total consolidated statement of comprehensive income tax (credit)/charge |
(607) |
848 |
Analysis of tax credit in the consolidated statement of changes in equity
Year ended |
Year ended |
|
30 November |
30 November |
|
2025 |
2024 |
|
£000 |
£000 |
|
Deferred tax |
||
Share-based payments |
(28) |
(1) |
Total consolidated statement of changes in equity tax credit |
(28) |
(1) |
Reconciliation of consolidated income statement tax charge/(credit)
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 |
|||||||
overseas tax jurisdictions |
58 |
- |
58 |
- |
- |
- |
58 |
– Prior period adjustments - UK |
28 |
- |
28 |
- |
- |
- |
28 |
– Prior period adjustments - overseas |
(41) |
- |
(41) |
- |
- |
- |
(41) |
– Other |
64 |
- |
64 |
- |
- |
- |
64 |
Tax charge/(credit) in the |
|||||||
consolidated income statement |
1,296 |
(278) |
1,018 |
- |
- |
- |
1,018 |
The tax impact on the adjustments set out in Note 6 is as follows:
Continuing operations |
Discontinued operations |
|||
Charge |
Tax credit |
Income |
Tax charge |
|
£000 |
£000 |
£000 |
£000 |
|
Amortisation of acquisition-related intangible assets |
(237) |
(84) |
- |
- |
Restructuring costs |
(1,830) |
(135) |
- |
- |
Consortium pension costs |
(234) |
(59) |
- |
- |
(2,301) |
(278) |
- |
- |
|
Notes to the
continued
financial statements
continued
10. Tax
Year ended 30 November 2024
158
RM plc
|
Annual report and financial statements 2025
| Continuing operations | Discontinued operations | Total | |||||
Adjusted | Adjustment | Total | Adjusted | Adjustment | Total | ||
£000 | £000 | £000 | £000 | £000 | £000 | £000 | |
Loss on ordinary activities before tax | 2,439 | (14,556) | (12,117) | (1,665) | 505 | (1,160) | (13,277) |
Tax at 25% thereon | 610 | (3,640) | (3,030) | (416) | 126 | (290) | (3,320) |
Effects of: | |||||||
– Expenses not deductible for tax | |||||||
purposes | 323 | 2,714 | 3,037 | - | - | - | 3,037 |
– Non-taxable income | (4) | - | (4) | - | - | - | (4) |
– Other temporary timing | |||||||
differences: UK | (146) | (6) | (152) | - | - | - | (152) |
– Other temporary timing | |||||||
differences: overseas | 564 | 58 | 622 | - | - | - | 622 |
– Effect of (profits)/losses in various | |||||||
overseas tax jurisdictions | (59) | (10) | (69) | - | - | - | (69) |
– Previously recognised deferred tax | |||||||
now unrecognised | (9,032) | - | (9,032) | - | - | - | (9,032) |
– Prior period adjustments: UK | 176 | - | 176 | - | - | - | 176 |
– Prior period adjustments: overseas | (60) | - | (60) | - | - | - | (60) |
– Other | 262 | - | 262 | - | - | - | 262 |
Tax (credit)/charge in the | |||||||
consolidated income statement | (7,366) | (884) | (8,250) | (416) | 126 | (290) | (8,540) |
The tax impact on the adjustments set out in Note 6 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 | |
Corporate governance
Financial statements
Overview
Strategic Report
continued
10. Tax
rm.com
RM plc
|
Annual report and financial statements 2025
159
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:
Defined-benefit |
Short-term |
Acquisition- |
|||||
Accelerated |
pension scheme |
Share-based |
timing |
related |
|||
depreciation |
obligation |
payments |
differences |
Losses |
intangible assets |
Total |
|
Group |
£000 |
£000 |
£000 |
£000 |
£000 |
£000 |
£000 |
At 1 December 2023 |
609 |
(2,958) |
86 |
166 |
2,734 |
(467) |
170 |
Charge/(credit) to income |
|||||||
statement |
10 |
(1,196) |
62 |
(63) |
10,224 |
119 |
9,156 |
Charge to other |
|||||||
comprehensive income |
- |
(848) |
- |
- |
- |
- |
(848) |
Credit to equity |
- |
- |
1 |
- |
- |
- |
1 |
At 30 November 2024 |
619 |
(5,002) |
149 |
103 |
12,958 |
(348) |
8,479 |
Transfer between |
|||||||
categories1 |
- |
- |
- |
1,730 |
(1,730) |
- |
- |
(Charge)/credit to income |
|||||||
statement |
(235) |
(507) |
214 |
1,303 |
(1,239) |
84 |
(380) |
Credit to other |
|||||||
comprehensive income |
- |
607 |
- |
- |
- |
- |
607 |
Credit to equity |
- |
- |
28 |
- |
- |
- |
28 |
At 30 November 2025 |
384 |
(4,902) |
391 |
3,136 |
9,989 |
(264) |
8,734 |
Analysed on the balance sheet as:
2025 |
2024 |
|
£000 |
£000 |
|
Deferred tax assets |
8,734 |
8,479 |
At 30 November |
8,734 |
8,479 |
Short-term timing differences |
Losses |
Total asset |
|
Company |
£000 |
£000 |
£000 |
At 1 December 2023 |
- |
- |
- |
Credit to income statement |
- |
5,168 |
5,168 |
At 30 November 2024 |
- |
5,168 |
5,168 |
Transfer between categories1 |
900 |
(900) |
- |
Credit to income statement |
715 |
194 |
909 |
At 30 November 2025 |
1,615 |
4,462 |
6,077 |
1
During the year, for the Group and Company, 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.
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
Notes to the
continued
financial statements
160
RM plc
|
Annual report and financial statements 2025
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 operations 1 |
(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) |
Year ended |
Year ended |
|
30 November 2025 |
30 November 2024 |
|
Number 000s |
Number 000s |
|
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) |
Corporate governance
Financial statements
Overview
Strategic Report
rm.com
RM plc
|
Annual report and financial statements 2025
161
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
Group |
£000 |
Cost |
|
At 1 December 2023 |
58,807 |
Foreign exchange 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) |
|
Group |
£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 |
Further information pertaining to the performance and future strategy of the divisions can be found within the Strategic Report.
The recoverable amounts of the Cash Generating Units (CGU) 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 which 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, on pages 57 to 59
of this report, 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 Note 2.
Notes to the
continued
financial statements
continued
14. Goodwill
162
RM plc
|
Annual report and financial statements 2025
RM TTS
The cash flow forecasts have been risk adjusted, discounted for the first three years and extrapolated based on terminal rates that align to market
growth and inflation expectations.
The cash flows, long-term growth rates and pre-tax discount rates represent key sources of estimation uncertainty. The FY26 cash flow
assumption used in the impairment model is £5.1m, which includes an allocation of central costs of £4.1m.
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 |
||
RM TTS |
Assessment |
|
Pre-tax discount rate |
14.6% |
14.5% |
Long-term growth rate |
2.2% |
2.2% |
RM TTS
The cash flow forecasts have been risk adjusted, discounted for the first three years and extrapolated based on terminal rates that align to
market growth and inflation expectations.
The cash flows, long-term growth rates and pre-tax discount rates represent key sources of estimation uncertainty. The FY25 cash flow
assumption used in the impairment model is £3.8m, which includes an allocation of central costs of £4.5m.
An additional £1.0m impairment would be recorded if the forecast cash flows 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%.
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, then a further charge impairing the carrying value of the CGU of £38.2m would be required to be recorded.
The additional impairment charge in a mitigated reasonable worst-case scenario would be £33.3m. This would result in the write-off of
goodwill and a partial impairment of the other assets of the CGU.
The impairment in the prior period arose as a result of reductions in estimated future cash flows caused by increasing uncertainty in UK
and international schools budgets, together with economic movements driving higher discount rates and lower long-term growth rates.
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
Corporate governance
Financial statements
Overview
Strategic Report
rm.com
RM plc
|
Annual report and financial statements 2025
163
Intellectual |
|||||
property and |
Other |
||||
Customer |
database |
software |
|||
relationships |
Brands |
assets |
assets |
Total |
|
£000 |
£000 |
£000 |
£000 |
£000 |
|
Cost |
|||||
At 1 December 2023 |
1,491 |
18,210 |
2,536 |
18,055 |
40,292 |
Additions |
- |
- |
- |
4,992 |
4,992 |
Transfers from contract assets (Note 21) |
- |
- |
- |
952 |
952 |
Transfers to contract assets (Note 21) |
- |
- |
- |
(3,882) |
(3,882) |
Foreign currency translation |
(13) |
- |
(52) |
(1) |
(66) |
Disposals |
(410) |
(18,210) |
- |
(8,458) |
(27,078) |
At 30 November 2024 |
1,068 |
- |
2,484 |
11,658 |
15,210 |
Additions |
- |
- |
- |
8,141 |
8,141 |
Transfers to contract assets (Note 21) |
- |
- |
- |
(272) |
(272) |
Foreign currency translation |
(37) |
- |
(87) |
(17) |
(141) |
Disposals |
- |
- |
- |
(200) |
(200) |
At 30 November 2025 |
1,031 |
- |
2,397 |
19,310 |
22,738 |
Accumulated amortisation and impairment |
|||||
At 1 December 2023 |
1,350 |
18,210 |
1,129 |
14,379 |
35,068 |
Charge for the year |
118 |
- |
251 |
74 |
443 |
Foreign currency translation |
10 |
- |
(52) |
1 |
(41) |
Disposals |
(410) |
(18,210) |
- |
(8,458) |
(27,078) |
At 30 November 2024 |
1,068 |
- |
1,328 |
5,996 |
8,392 |
Charge for the year |
- |
- |
237 |
158 |
395 |
Foreign currency translation |
(37) |
- |
(47) |
(14) |
(98) |
Disposals |
- |
- |
- |
(200) |
(200) |
At 30 November 2025 |
1,031 |
- |
1,518 |
5,940 |
8,489 |
Carrying amount |
|||||
At 30 November 2025 |
- |
- |
879 |
13,370 |
14,249 |
At 30 November 2024 |
- |
- |
1,156 |
5,662 |
6,818 |
All of the additions to other software assets in the year relate to internally generated intangibles. The total amortisation in year from
internally generated intangibles amounts to £0.1m (2024: £0.1m). Substantially all of the carrying value of other software assets relates to
the RM Ava platform (formerly the Global Accreditation Platform) which is under construction and therefore has not begun amortisation.
Notes to the
continued
financial statements
164
RM plc
|
Annual report and financial statements 2025
Plant, |
|||||
Short leasehold |
equipment |
Computer |
|||
improvements |
and fixtures |
equipment |
Vehicles |
Total |
|
Group |
£000 |
£000 |
£000 |
£000 |
£000 |
Cost |
|||||
At 1 December 2023 |
11,377 |
13,279 |
9,347 |
91 |
34,094 |
Additions |
246 |
365 |
334 |
- |
945 |
Foreign currency translation |
(8) |
(9) |
(26) |
(1) |
(44) |
Disposals |
- |
(72) |
(95) |
(18) |
(185) |
At 30 November 2024 |
11,615 |
13,563 |
9,560 |
72 |
34,810 |
Additions |
- |
845 |
75 |
- |
920 |
Remeasurements |
(42) |
- |
- |
- |
(42) |
Foreign currency translation |
(38) |
(43) |
(109) |
(3) |
(193) |
Disposals |
(2,829) |
(2,947) |
(5,324) |
(38) |
(11,138) |
At 30 November 2025 |
8,706 |
11,418 |
4,202 |
31 |
24,357 |
Accumulated depreciation |
|||||
At 1 December 2023 |
5,353 |
11,837 |
8,542 |
91 |
25,823 |
Charge for the year |
663 |
649 |
393 |
- |
1,705 |
Impairment charge |
58 |
128 |
- |
- |
186 |
Foreign currency translation |
(8) |
(9) |
(22) |
(1) |
(40) |
Disposals |
- |
(52) |
(43) |
(18) |
(113) |
At 30 November 2024 |
6,066 |
12,553 |
8,870 |
72 |
27,561 |
Charge for the year |
583 |
623 |
329 |
- |
1,535 |
Foreign currency translation |
(36) |
(42) |
(105) |
(3) |
(186) |
Disposals |
(2,829) |
(2,947) |
(5,324) |
(38) |
(11,138) |
At 30 November 2025 |
3,784 |
10,187 |
3,770 |
31 |
17,772 |
Carrying amount |
|||||
At 30 November 2025 |
4,922 |
1,231 |
432 |
- |
6,585 |
At 30 November 2024 |
5,549 |
1,010 |
690 |
- |
7,249 |
Corporate governance
Financial statements
Overview
Strategic Report
rm.com
RM plc
|
Annual report and financial statements 2025
165
Land and |
Plant and |
|||
buildings |
equipment |
Vehicles |
Total |
|
Group |
£000 |
£000 |
£000 |
£000 |
Cost |
||||
At 1 December 2023 |
21,429 |
2,062 |
151 |
23,642 |
Remeasurements |
969 |
447 |
- |
1,416 |
Disposals |
(2,151) |
- |
(117) |
(2,268) |
At 30 November 2024 |
20,247 |
2,509 |
34 |
22,790 |
Additions |
18 |
1,627 |
- |
1,645 |
Remeasurements |
947 |
278 |
- |
1,225 |
Disposals |
(480) |
(1,326) |
(9) |
(1,815) |
At 30 November 2025 |
20,732 |
3,088 |
25 |
23,845 |
Accumulated depreciation and impairment |
||||
At 1 December 2023 |
8,024 |
1,198 |
145 |
9,367 |
Charge for the year |
2,410 |
624 |
5 |
3,039 |
Impairment charge |
638 |
- |
- |
638 |
Disposals |
(2,151) |
- |
(117) |
(2,268) |
At 30 November 2024 |
8,921 |
1,822 |
33 |
10,776 |
Charge for the year 1 |
1,486 |
720 |
1 |
2,207 |
Reversal of impairment charge |
(81) |
- |
- |
(81) |
Disposals |
(480) |
(1,326) |
(9) |
(1,815) |
At 30 November 2025 |
9,846 |
1,216 |
25 |
11,087 |
Carrying amount |
||||
At 30 November 2025 |
10,886 |
1,872 |
- |
12,758 |
At 30 November 2024 |
11,326 |
687 |
1 |
12,014 |
¹
Included within depreciation charge for the year is a credit of £109,000 relating to the shortening of a lease term and reduction in the lease liability. As the related right-
of-use asset was already fully depreciated, the required adjustment reverses previously recognised depreciation on the asset charged to cost of sales.
The most significant right-of-use asset is the Harrier Park warehouse which has a cost of £13.6m and a net book value at 30 November 2025
of £9.0m (2024: £10.0m). The warehouse is used by RM TTS.
The lease liabilities included on the Group balance sheet are:
2025 |
2024 |
|
Group |
£000 |
£000 |
Current |
1,972 |
2,152 |
Non-current |
13,393 |
12,816 |
15,365 |
14,968 |
The Company has no leases.
The movements in the lease liability and the maturity analysis of lease liabilities are set out in Note 31 Financial risk management.
Notes to the
continued
financial statements
166
RM plc
|
Annual report and financial statements 2025
The subsidiary undertakings of the Company at 30 November 2025 were:
Country of |
||||
Name |
Principal activity |
incorporation |
Class of share |
% Held |
RM Education Limited |
Software, services & systems |
England |
Ordinary |
100% |
RM Educational Resources Limited |
Resource supply |
England |
Ordinary |
100% |
R M T T S Trading LLC¹ |
Sales and marketing agent |
United Arab Emirates |
Ordinary |
100% |
RM Education Solutions India Private Limited¹ |
Software and corporate services |
India |
Ordinary |
100% |
RM Pension Scheme Trustee Limited |
Corporate Trustee |
England |
Ordinary |
100% |
RM PLC Australia Pty Limited |
Holding company |
Australia |
Ordinary |
100% |
SONET Systems Pty Limited¹ |
Software |
Australia |
Ordinary |
100% |
RM Education Research Machines Limited¹ |
Holding company |
England |
Ordinary |
100% |
RM Education Holdings Limited |
Dormant |
England |
Ordinary |
100% |
TTS Group Limited |
Dormant |
England |
Ordinary |
100% |
1
Held through subsidiary undertaking.
All UK subsidiary companies are registered at 142B Park Drive, Milton Park, Abingdon, Oxfordshire OX14 4SE.
R M T T S Trading LLC is registered at The One Tower, 23rd floor, Office 22, Sheikh Zayed Road, Dubai, United Arab Emirates.
RM Education Solutions India Private Limited is registered at 2nd Floor, Ganga Building, Technopark Phase III, Trivandrum, Kerala,
695583, India.
RM PLC Australia Pty Limited and SoNET Systems Pty Limited are registered at 179 Queen Street, Melbourne, Victoria, VIC 3000, Australia.
The investment in subsidiary undertakings comprises:
Capital |
|||
contribution |
|||
Investment in |
share-based |
||
share capital |
payments |
Total |
|
Company |
£000 |
£000 |
£000 |
Cost |
|||
At 1 December 2023 |
112,470 |
13,635 |
126,105 |
Share based payments |
- |
644 |
644 |
At 30 November 2024 |
112,470 |
14,279 |
126,749 |
Share based payments |
- |
1,005 |
1,005 |
At 30 November 2025 |
112,470 |
15,284 |
127,754 |
Accumulated impairment |
|||
At 1 December 2023 |
68,153 |
- |
68,153 |
Impairment charge |
1,911 |
1,288 |
3,199 |
At 30 November 2024 |
70,064 |
1,288 |
71,352 |
At 30 November 2025 |
70,064 |
1,288 |
71,352 |
Carrying value |
|||
At 30 November 2025 |
42,406 |
13,996 |
56,402 |
At 30 November 2024 |
42,406 |
12,991 |
55,397 |
Following an impairment review at 30 November 2024, the Company recognised a £3,199,000 impairment charge to fully write-off the
carrying value of its investment in RM Educational Resources Limited, comprising the RM TTS division and formerly the RM Consortium
division.
The remaining carrying value at 30 November 2025 and 2024 entirely relates to the Company’s investment in RM Education Limited
(comprising the RM Assessment and RM Technology divisions).
Corporate governance
Financial statements
Overview
Strategic Report
continued
18. Investments in subsidiary undertakings
rm.com
RM plc
|
Annual report and financial statements 2025
167
The recoverable amounts of the investments in subsidiary undertakings are determined from value-in-use calculations. The value in use
calculations include payments for pensions contributions and subsidiary loan repayments. The key assumptions for the value-in-use
calculations are those regarding the cash flows, the discount rates and the growth rates. The Group prepares 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 internal forecasts with terminal rates which align to market growth and inflation expectations. For 2025,
the assumptions used to calculate the discount rates and long-term growth rates have been adjusted to better reflect current market
conditions. The discount rates and growth rates are the same as used in the goodwill impairment review as set out in Note 14.
For the Company’s investment in RM Educational Resources Limited, the value in use has been derived on the same basis as the TTS
CGU impairment review set out in Note 14. The impairment review is sensitive to a change in key assumptions used in the value in use
calculations relating to the discount rate and future growth rates.
The investment carrying value is sensitive to changes in forecast cash flows, and the assumed discount rate and future growth rate. A
£0.5m reversal of the impairment would be caused by a 0.1% reduction in the discount rate, or a 0.2% increase in the annual growth rate.
2025 |
2024 |
|
Group |
£000 |
£000 |
Finished goods |
12,987 |
15,190 |
Any inventory that is not expected to be turned over within 24 months has been provided for. Inventories are stated net of write-downs of
Group |
Company |
|||
2025 |
2024 |
2025 |
2024 |
|
£000 |
£000 |
£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 |
- |
111 |
26,050 |
21,723 |
- |
111 |
|
Non-current assets |
||||
Financial assets |
||||
Other receivables |
353 |
245 |
- |
- |
Total non-current assets |
353 |
245 |
- |
- |
Total trade and other receivables |
26,403 |
21,968 |
- |
111 |
Currency profile of receivables |
||||
Pounds sterling |
20,372 |
18,279 |
- |
111 |
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 |
- |
111 |
|
Notes to the
continued
financial statements
continued
20. Trade and other receivables
168
RM plc
|
Annual report and financial statements 2025
The Directors consider that the carrying amounts of trade and other receivables approximates their fair values.
The Group’s accrued income from customer contracts balances solely relate to revenue from contracts with customers.
Movements in the accrued income balances were driven by transactions entered into by the Group within the normal course of business
in the year.
Analysis of trade receivables and customer contracts by type of customer
2025 | 2024 | |
Group | £000 | £000 |
Government | 8,701 | 8,188 |
Commercial | 12,365 | 7,420 |
At 30 November | 21,066 | 15,608 |
Trade receivables included an allowance for expected credit loss at 30 November 2025 of £338,000 (2024: £429,000), based on
management’s knowledge of the customer base, externally available information and expected payment likelihood. New customers are
subject to credit checks where available, using third-party databases, prior to being accepted. The Group applies the simplified approach
and records lifetime expected credit losses for trade receivables. Expected credit losses are measured using historical cash collection data
for periods of at least 12 months wherever possible and grouped into various customer segments based on product or customer type.
The historical loss rates are adjusted where macroeconomic factors (for example changes in interest rates or other commercial factors)
are expected to have a significant impact when determining future expected credit loss rates. The amounts presented in the balance
sheet are net of allowances for expected credit losses. The expected credit loss provision is calculated using a provision matrix, in which
the provision increases as balances age. Trade receivables and contract assets are written off when there is no reasonable expectation of
recovery and enforcement activity has ceased.
Allowance for estimated credit losses
2025 | 2024 | |
Group | £000 | £000 |
At 1 December | 429 | 1,424 |
Expected credit losses provided | 16 | 147 |
Amounts written off in the year | (107) | (1,142) |
At 30 November | 338 | 429 |
No expected credit losses have been recognised on accrued income as the probability of default is considered insignificant.
Ageing of customer contract balances
| 2025 | 2024 | |||||
Trade | Trade | |||||
receivables | Allowance | Net | receivables | Allowance | Net | |
Group | £000 | £000 | £000 | £000 | £000 | £000 |
Not past due | 10,964 | (29) | 10,935 | 8,481 | (74) | 8,407 |
Overdue by less than 60 days | 2,042 | (1) | 2,041 | 2,635 | - | 2,635 |
Overdue by between 60 and 90 days | 359 | (255) | 104 | 628 | (99) | 529 |
Overdue by between 90 and 180 days | 422 | (21) | 401 | 513 | (187) | 326 |
Overdue by more than 180 days | 32 | (32) | - | 217 | (69) | 148 |
13,819 | (338) | 13,481 | 12,474 | (429) | 12,045 | |
The following table shows the movements in trade receivables in the year:
2025 | 2024 | |
Group | £000 | £000 |
At 1 December | 12,045 | 21,207 |
Amounts billed to customers in the period: | ||
Net | 155,767 | 167,509 |
Sales tax | 22,778 | 25,562 |
Cash received | (177,200) | (203,228) |
Movement in provision | (16) | (147) |
Written off | 107 | 1,142 |
At 30 November | 13,481 | 12,045 |
Corporate governance
Financial statements
Overview
Strategic Report
continued
20. Trade and other receivables
rm.com
RM plc
|
Annual report and financial statements 2025
169
Impairment of intercompany receivables – Company accounts
At 30 November 2025, amounts owed by group undertakings amounted to £7,079,000 and were fully impaired (2024: £8,086,000 fully
impaired).
Movements in customer contract balances
The following table shows the movements in customer contract balances and the performance obligations satisfied in the year:
Total customer |
Contract |
|||
Accrued |
Deferred |
contract |
fulfilment |
|
income |
income |
balance |
asset |
|
Group |
£000 |
£000 |
£000 |
£000 |
At 1 December 2023 |
2,860 |
(14,755) |
(11,895) |
3,908 |
Amounts subsequently billed to customers in the period |
(2,631) |
- |
(2,631) |
- |
Performance obligations satisfied (invoiced and deferred in prior periods) |
- |
10,374 |
10,374 |
- |
Revenue recognised but not invoiced in the period |
3,334 |
- |
3,334 |
- |
Amounts billed to customers for which revenue will be recognised in later |
||||
periods |
- |
(11,491) |
(11,491) |
- |
Transfer from other intangible assets |
- |
- |
- |
3,882 |
Transfer to other intangible assets |
- |
- |
- |
(952) |
New contract fulfilment costs incurred |
- |
- |
- |
4,394 |
New contract fulfilment assets amortised in line with performance |
||||
obligations satisfied |
- |
- |
- |
(2,470) |
Written off |
- |
45 |
45 |
- |
Impact of foreign exchange |
- |
15 |
15 |
(192) |
At 30 November 2024 |
3,563 |
(15,812) |
(12,249) |
8,570 |
Amounts subsequently billed to customers in the period |
(3,098) |
- |
(3,098) |
- |
Performance obligations satisfied (invoiced and deferred in prior periods) |
- |
15,379 |
15,379 |
- |
Revenue recognised but not invoiced in the period |
7,118 |
- |
7,118 |
- |
Amounts billed to customers for which revenue will be recognised in later |
||||
periods |
- |
(9,086) |
(9,086) |
- |
Transfer from other intangible assets |
- |
- |
- |
272 |
Transfer from prepayments |
- |
- |
- |
859 |
New contract fulfilment costs incurred |
- |
- |
- |
4,811 |
New contract fulfilment assets amortised in line with performance |
||||
obligations satisfied |
- |
- |
- |
(6,516) |
Impact of foreign exchange |
2 |
15 |
17 |
(14) |
At 30 November 2025 |
7,585 |
(9,504) |
(1,919) |
7,982 |
Revenue recognised in the year from performance obligations satisfied in previous periods was £nil (2024: £nil).
Customer contract invoices are raised on the following basis:
•
For point-in-time revenue streams – invoicing raised on delivery of performance obligations;
•
For over-time revenue streams in RM Technology – the majority of contract invoicing is either in advance (monthly, quarterly, or
annually) or quarterly in arrears; and
•
For over-time revenue streams in RM Assessment – invoicing varies contract to contract and between performance obligations and can
Notes to the
continued
financial statements
170
RM plc
|
Annual report and financial statements 2025
2025 |
2024 |
||
Group |
Note |
£000 |
£000 |
At 1 December |
8,570 |
3,908 |
|
Additions |
4,811 |
4,394 |
|
Transfer from intangible assets |
15 |
272 |
3,882 |
Transfer to intangible assets |
15 |
- |
(952) |
Transfer from prepayments |
859 |
- |
|
Amortised in the period |
(6,516) |
(2,470) |
|
Foreign exchange |
(14) |
(192) |
|
At 30 November |
7,982 |
8,570 |
|
Analysed by |
|||
Current |
2,720 |
2,909 |
|
Non-current |
5,262 |
5,661 |
|
At 30 November |
7,982 |
8,570 |
Contract fulfilment assets represent investment in contracts which are recoverable and are expected to provide benefits over the life of the
Group |
Company |
|||
2025 |
2024 |
2025 |
2024 |
|
£000 |
£000 |
£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 liabilities |
40 |
- |
- |
- |
Accruals |
6,302 |
7,340 |
136 |
109 |
Amounts owed to Group undertakings |
- |
- |
32,550 |
38,260 |
29,880 |
26,464 |
32,686 |
38,369 |
|
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 |
32,686 |
38,369 |
|
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 |
32,686 |
38,369 |
|
Corporate governance
Financial statements
Overview
Strategic Report
continued
22. Trade and other payables
rm.com
RM plc
|
Annual report and financial statements 2025
171
The amounts owed to Group undertakings by the Company are unsecured, payable on demand and bear interest at SONIA plus 2%. Other
payables mainly comprise overpayments and rebates due to customers. The Group’s deferred revenue balances solely relate to revenue
from contracts with customers. Movements in the deferred revenue balances were driven by transactions entered into by the Group within
the normal course of business in the year.
Currency profile of trade and other payables
Group |
Company |
|||
2025 |
2024 |
2025 |
2024 |
|
£000 |
£000 |
£000 |
£000 |
|
Pounds sterling |
49,323 |
47,525 |
32,686 |
38,369 |
US dollar |
1,048 |
5,254 |
- |
- |
Australian dollar |
351 |
775 |
- |
- |
Indian rupee |
1,649 |
2,134 |
- |
- |
Other |
3,082 |
2,610 |
- |
- |
55,453 |
58,298 |
32,686 |
38,369 |
|
Employee- |
||||
related |
Contract risk |
|||
Dilapidations |
restructuring |
provisions |
Total |
|
Group |
£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 provisions |
78 |
- |
- |
78 |
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 provisions (see Note 9) |
58 |
- |
- |
58 |
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 |
|
Group |
£000 |
£000 |
Current liabilities |
1,154 |
1,972 |
Non-current liabilities |
809 |
1,243 |
1,963 |
3,215 |
Notes to the
continued
financial statements
172
RM plc
|
Annual report and financial statements 2025
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
As described in Note 2, 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 6).
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 catch-
up 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.
Corporate governance
Financial statements
Overview
Strategic Report
continued
24. Pension schemes
rm.com
RM plc
|
Annual report and financial statements 2025
173
The Group is not the main sponsoring employer in these local government pension 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 | ||
30 November | 30 November | ||
2025 | 2024 | ||
Group | Note | £000 | £000 |
Past service cost (see Note 6) | - | (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 | 8 | 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 income | (2,429) | 3,760 |
Notes to the
continued
financial statements
continued
24. Pension schemes
174
RM plc
|
Annual report and financial statements 2025
Reconciliation of the scheme assets and obligations through the year
Local | |||||
Government | |||||
RM | CARE | Platinum | Pension | ||
Scheme | Scheme 1 | Scheme | Schemes | Total | |
£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 interest on | |||||
scheme assets | 1,064 | 391 | (16) | - | 1,439 |
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 interest on | |||||
scheme assets | (11,841) | (813) | (124) | - | (12,778) |
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.
Corporate governance
Financial statements
Overview
Strategic Report
continued
24. Pension schemes
rm.com
RM plc
|
Annual report and financial statements 2025
175
Reconciliation of net defined benefit obligation
Year ended | Year ended | |
30 November | 30 November | |
2025 | 2024 | |
Group | £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 income 1 | (2,429) | 3,393 |
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 | 30 November | |
2025 | 2024 | |
Group | £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 | ||
30 November | 30 November | ||
2025 | 2024 | ||
Group | Fair value hierarchy | £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.
Notes to the
continued
financial statements
continued
24. Pension schemes
176
RM plc
|
Annual report and financial statements 2025
Significant actuarial assumptions
Year ended | Year ended | |
Group | 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 Scheme) | 2.85% | 3.10% |
Rate of RPI price inflation (CARE Scheme) | 2.85% | 3.15% |
Rate of RPI price inflation (Platinum Scheme) | 2.85% | 3.05% |
Rate of CPI price inflation - period before 1 January 2030 | 2.05% | 2.20% |
Rate of CPI price inflation - period after 1 January 2030 | 2.90% | 3.10% |
Rate of pensions increases based on RPI with 5% cap (RM Scheme) | 2.75% | 2.90% |
Rate of pensions increases based on RPI with 5% cap (CARE Scheme) | 2.75% | 2.95% |
Rate of pensions increases based on RPI with 2.5% cap | 1.90% | 1.95% |
Mortality base table (RM and CARE schemes) | S4PA | S4PA |
Mortality base table (Platinum scheme) | S3PA | S3PA |
Future longevity improvements | CMI 2024 with 1.00% long- | CMI 2023 with 1.00% long- |
term improvement, COVID | term improvement, 2020 and | |
half-life parameter of 0.5 1 | 2021 weight parameters of | |
0%, 2022 and 2023 of 100% | ||
Weighted average duration of defined benefit obligation | 16 years | 16 years |
Assumed life expectancy on retirement at age 65 for the RM scheme: | ||
Retiring at the accounting date (male member aged 65) | 21.1 | 20.7 |
Retiring 20 years after the accounting date (male member aged 45) | 22.0 | 21.6 |
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 | |
Group | 30 November 2025 | 30 November 2024 |
Expected employer contributions for the following year ended | ||
30 November | - | 1,907 |
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 on 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 25. 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.
Corporate governance
Financial statements
Overview
Strategic Report
continued
24. Pension schemes
rm.com
RM plc
|
Annual report and financial statements 2025
177
Key risks
The schemes expose the Group to a number of risks:
•
Investment risk: The scheme holds investments in asset classes, such as equities, which have volatile market values and, while these
assets are expected to provide real returns over the long-term, the short-term volatility can cause additional funding to be required if a
deficit emerges.
•
Interest rate risk: The scheme’s liabilities are assessed using market yields on high quality corporate bonds to discount the liabilities.
As the scheme holds assets such as equities and diversified growth funds the value of the assets and liabilities may not move in the
same way.
•
Inflation risk: A significant proportion of the benefits under the scheme are linked to inflation. Although the scheme’s assets are expected
to provide a good hedge against inflation over the long-term, movements over the short-term could lead to deficits emerging.
•
Mortality risk: In the event that members live longer than assumed a deficit will emerge in the scheme.
Sensitivities to assumptions – one item changed with all others held constant
The significant actuarial assumptions are the discount rate applied to pension liabilities, the inflation rate and mortality. The table below
shows the sensitivity of the scheme obligations and net surplus to a COVID half-life parameter of 1.0, 0.1% movement in discount rate, a
0.1% movement in RPI and a one-year increase in life expectancy.
| At 30 November 2025 |
|||||||
COVID |
|||||||
half-life |
Discount rate |
Discount rate |
RPI |
RPI |
Life |
||
Base |
parameter |
-0.1% |
+0.1% |
-0.1% |
+0.1% |
+1year |
|
Group |
£m |
1.0 |
£m |
£m |
£m |
£m |
£m |
Analysis of net balance sheet |
|||||||
position |
|||||||
Fair value of scheme assets |
187.7 |
187.7 |
187.7 |
187.7 |
187.7 |
187.7 |
187.7 |
Present value of scheme |
|||||||
obligations |
(167.6) |
(168.1) |
(169.9) |
(165.3) |
(165.9) |
(169.3) |
(171.2) |
Net pension surplus |
20.1 |
19.6 |
17.8 |
22.4 |
21.8 |
18.4 |
16.5 |
Actuarial assumptions |
|||||||
COVID half-life parameter |
0.5 |
1.0 |
0.5 |
0.5 |
0.5 |
0.5 |
0.5 |
Discount rate (RM Scheme) |
5.55% |
5.55% |
5.45% |
5.65% |
5.55% |
5.55% |
5.55% |
Discount rate (CARE Scheme) |
5.45% |
5.45% |
5.35% |
5.55% |
5.45% |
5.45% |
5.45% |
Discount rate (Platinum Scheme) |
5.60% |
5.60% |
5.50% |
5.70% |
5.60% |
5.60% |
5.60% |
Rate of RPI |
2.85% |
2.85% |
2.85% |
2.85% |
2.75% |
2.95% |
2.85% |
Rate of CPI |
2.05% |
2.05% |
2.05% |
2.05% |
1.95% |
2.15% |
2.05% |
Implications of Court of Appeal ruling of Virgin Media Ltd versus NTL Pension Trustees II Ltd case
On 16 June 2023, the High Court handed down its decision in the Virgin Media Ltd versus NTL Pension Trustees II Ltd case, which
concerned the correct interpretation of section 37 of the Pension Schemes Act 1993. Subsequently Virgin Media Ltd filed an appeal, the
hearing for which took place on 26 and 27 June 2024 and on 25 July 2024, it was announced that the Court of Appeal upheld the High
Court ruling. The Court of Appeal’s ruling confirms that a section 37 confirmation was required where an alteration to a scheme’s rules
affected pension benefits attributable to past or future service benefits related to section 9(2B) rights between 6 April 1997 until the end of
contracting-out on 5 April 2016.
For the RM and CARE schemes the trustees undertook an initial review of amendments to the schemes within the relevant time period.
This identified a number of amendments which required section 37 confirmations. On 1 September 2025 the UK government published
amendments to the Pension Schemes Bill which allow trustees to request scheme actuaries to provide retrospective validation of any
historic alternations where certification was not originally requested, or evidence of this cannot be located. The final position will only be
certain once the Pension Schemes Bill is finalised and any associated guidance for scheme actuaries is published. Accordingly, at this stage
there remains no quantification of the potential impact, if any, on the schemes and hence no provision has been made in the Financial
Statements.
In respect of the Platinum Pension Scheme, as the Company has one small sub-section of a much larger scheme, with fewer than 50
Notes to the
continued
financial statements
178
RM plc
|
Annual report and financial statements 2025
2025 |
2024 |
|
Group and Company |
£000 |
£000 |
Bank loan |
58,000 |
57,000 |
Less capitalised fees |
(1,258) |
(1,476) |
Borrowings |
56,742 |
55,524 |
The borrowings in the year and details of the facility are detailed in Note 31.
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 agreements 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
Ordinary shares of par value 2 2 / 7 p |
|||
Share |
|||
Share capital |
premium |
||
Group and Company |
Number 000 |
£000 |
£000 |
Authorised, allotted, called up and fully paid: |
|||
At 1 December 2023 and 30 November 202 4 |
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 RM plc Employee Share Trust (EST) was established in March 2003 to hedge the future obligations of the Group in respect of
shares awarded under the RM plc Co-Investment Plan, RM plc Performance Share Plan and Deferred Bonus Plan. The EST has waived
any entitlement to the receipt of normal dividends in respect of all of its holding of the Company’s ordinary shares. The EST’s waiver of
dividends may be revoked or varied at any time.
Ordinary shares of 2 2 / 7 p |
||
Group and Company |
Number 000 |
£000 |
At 1 December 2023, 30 November 2024 and 30 November 2025 |
619 |
444 |
The valuation of the shares is weighted average cost.
Corporate governance
Financial statements
Overview
Strategic Report
rm.com
RM plc
|
Annual report and financial statements 2025
179
The Group operates an equity-settled share-based payment scheme known as the RM plc Performance Share Plan 2019 (the PSP Scheme)
for the remuneration of senior employees. Details of Directors’ awards are contained within the Remuneration Report.
Participants are granted nil-cost options which are subject to performance conditions and remaining employed up to the vesting date.
The performance conditions are measured over a three-year performance period and are based on a mix of total shareholder return and
total shareholder return relative to a comparator group of FTSE Small Cap Index companies. For all options granted since January 2023,
the performance conditions have been based on 60% total shareholder return and 40% relative return, and the metrics applied will vary
depending on the grant date.
During the year ended 30 November 2025, one award was made under the PSP Scheme (2024: three awards). The total share-based
payments charge was:
Year ended |
Year ended |
|
30 November 2025 |
30 November 2024 |
|
£000 |
£000 |
|
Equity-settled share-based payment charge |
1,005 |
644 |
The movements in the number of share options are:
Year ended |
Year ended |
|
30 November 2025 |
30 November 2024 |
|
Number |
Number |
|
Outstanding at the start of the year |
5,442,788 |
2,467,388 |
Granted during the year |
1,940,802 |
3,285,777 |
Forfeited during the year |
(809,840) |
(310,377) |
Outstanding at the end of the year |
6,573,750 |
5,442,788 |
Exercisable at the end of the year |
Nil |
Nil |
Weighted average remaining contractual life |
8.4 years |
8.9 years |
Weighted average fair value of options granted |
£0.57 |
£0.47 |
All awards are in the form of nil cost options and so have an exercise price of £nil (2024: £nil).
The options granted in the year ended 30 November 2025 are valued using a Monte-Carlo model. The expected TSR volatilities are based
on the historical daily TSR over a period commensurate with the remaining performance period. For further information on the TSR metric
input included in the share-based payment fair value calculation for grants in the year, please refer to footnote 3 within the Long-term
Incentive Plans awards during FY25 section of the Remuneration Committee Report on page 106. The principal assumptions used in these
valuations were:
Year ended |
Year ended |
|
30 November 2025 |
30 November 2024 |
|
Range of share price at date of grant |
£1.13 |
£0.54 to £0.86 |
Volatility |
76% |
74% to 76% |
Risk-free rate |
4.0% |
4.1% to 4.2% |
Dividend yield |
Nil |
Nil |
The Company has entered into guarantees relating to the performance and liabilities of certain major contracts of its subsidiaries. In
addition, as set out in Note 24, some of the local government pension schemes have a customer contractual guarantee whereby the
Group reimburses the schemes for any deficit when the Group ceases to be a participating employer. The Directors are not aware of any
circumstances that have given rise to any liability under such guarantees and consider the possibility of any arising to be remote.
The Group has provided first ranking security to the bank facility lenders (see Note 31) and provided second ranking security to the
The Group has provided performance guarantees and indemnities relating to performance bonds and letters of credit issued by its banks
on its behalf, in the ordinary course of business. The Directors are not aware of any circumstances that have given rise to any liability under
Notes to the
continued
financial statements
180
RM plc
|
Annual report and financial statements 2025
Group |
Company |
|||
2025 |
2024 |
2025 |
2024 |
|
£000 |
£000 |
£000 |
£000 |
|
Financial assets |
||||
Trade and other receivables - current |
21,810 |
16,396 |
- |
- |
Trade and other receivables - non-current |
353 |
245 |
- |
- |
Cash and short-term deposits |
6,166 |
8,196 |
- |
- |
28,329 |
24,837 |
- |
- |
|
Financial liabilities |
||||
Trade and other payables - current |
(29,880) |
(26,464) |
(32,686) |
(38,369) |
Trade and other payables - non-current |
(13,393) |
(12,816) |
- |
- |
Bank overdrafts |
- |
(4,325) |
- |
- |
Bank loans |
(56,742) |
(55,524) |
(56,742) |
(55,524) |
(100,015) |
(99,129) |
(89,428) |
(93,893) |
|
All assets and liabilities classified as financial assets and financial liabilities are held at amortised cost except for forward foreign exchange
contracts of £40,000 liability (2024: £22,000 asset) which are measured at fair value.
The Directors consider that the carrying amount of all financial assets and financial liabilities approximates their fair value.
It is, and has been throughout the period under review, the Group’s policy that no trading in financial instruments shall be undertaken,
and the Group does not hold or issue derivative financial instruments for speculative purposes. The main risks arising from the Company’s
financial assets and liabilities are market risk (foreign currency risk and interest rate risk), credit risk and liquidity risk. The Board reviews and
agrees policies on a regular basis for managing the risks associated with these assets and liabilities.
Changes in liabilities arising from financing activities
2025 |
2024 |
|||
Borrowings |
Lease liabilities |
Borrowings |
Lease liabilities |
|
£000 |
£000 |
£000 |
£000 |
|
At 1 December |
55,524 |
14,968 |
53,651 |
16,491 |
Cash movements |
||||
Drawdown of borrowings |
14,000 |
- |
8,000 |
- |
Repayment of borrowings |
(13,000) |
- |
(6,000) |
- |
Borrowing facilities arrangement and commitment fees |
(657) |
- |
(1,040) |
- |
Interest paid |
(5,166) |
- |
(5,165) |
- |
Payment of leasing liabilities |
- |
(2,860) |
- |
(3,373) |
Non-cash movements |
||||
Interest and other finance costs |
6,041 |
403 |
6,078 |
315 |
New leases |
- |
1,645 |
- |
1,173 |
Lease modifications |
- |
1,209 |
- |
362 |
56,742 |
15,365 |
55,524 |
14,968 |
|
Corporate governance
Financial statements
Overview
Strategic Report
continued
31. Financial risk management
rm.com
RM plc
|
Annual report and financial statements 2025
181
a) Translation
The Group is exposed to the translation risk of assets and liabilities held in overseas subsidiaries being translated in the Group’s results at
rates of exchange effective at the balance sheet date. The Group also maintains foreign currency denominated cash accounts, but only
holds balances required to settle its payables.
b) Transaction
Operations are also subject to foreign exchange risk from transactions in currencies other than their functional currency and, once
recognised, the revaluation of foreign currency denominated assets and liabilities. Principally, this relates to transactions arising in US
dollars and Indian rupees. Specifically, the Group purchases a proportion of its inventory in US dollars and operating costs in the Group’s
subsidiary RM Education Solutions India Private Limited are in Indian rupees. The Group also receives US dollars from certain customers.
In order to manage the Indian rupee risk, the Group enters into derivative transactions in the form of forward foreign currency contracts.
To manage the Indian rupee to pounds sterling risk, the contracts purchased are designed to cover 25% to 90% of forecast rupee costs and
are renewed on a revolving quarterly basis, looking out up to 12 months.
The Group matches the inflows and outflows of US dollars as
much as possible to manage the US dollar risk.
Hedge accounting was achieved for the year, and the effective portion of changes in the fair value of derivatives was recognised in other
comprehensive income. Hedging was transacted in Indian rupee for the whole year.
The total amount of outstanding forward foreign exchange contracts to which the Group was committed was:
| At 30 November 2025 |
|||||
Forward |
Forward |
Mark-to- |
|||
contract value |
contract value |
market value |
Fair value |
||
Currency |
Contract type |
Currency ‘000 |
£000 |
£000 |
£000 |
Indian rupee |
Buy |
75,000 |
(674) |
(634) |
(40) |
(674) |
(634) |
(40) |
|||
| At 30 November 2024 |
|||||
Forward |
Forward |
Mark-to- |
|||
contract value |
contract value |
market value |
Fair value |
||
Currency |
Contract type |
Currency ‘000 |
£000 |
£000 |
£000 |
Indian rupee |
Buy |
721,000 |
(6,640) |
(6,662) |
22 |
(6,640) |
(6,662) |
22 |
|||
Derivative financial instruments are stated at fair value at the balance sheet date and are included within trade and other receivables and
trade and other payables. The fair value of the derivative financial instruments is estimated by discounting the future contracted cash flow,
using readily available market data and represents a level 2 measurement in the fair value hierarchy under IFRS 7.
Of these, forward foreign currency exchange contracts with a contract value of £674,000 (2024: £6,640,000) and fair value of £40,000
liability (2024: £22,000 asset) have been designated as effective hedges in accordance with IFRS 9 Financial Instruments: Recognition and
Measurement. The movement in fair value of hedging derivative financial instruments during the year was a net charge of £62,000 (2024:
credit of £424,000) which has been recognised in other comprehensive income and presented in the hedging reserve in equity.
The Group has established a hedge ratio of 1:1 as the underlying risk of the forward foreign currency exchange contracts are identical to
the hedged risk. Hedge ineffectiveness can arise from changes to the forecasted amount of cash flows in Indian rupee. No ineffectiveness
was identified in the forward foreign currency exchange contracts that have been designated hedges in accordance with IFRS 9 Financial
Instruments: Recognition and Measurement at 30 November 2025 or at 30 November 2024.
All rupee forward contracts are non-deliverable and are settled on a net basis.
c) Foreign exchange rate sensitivity
The following table details how the Group’s income and equity would increase/(decrease) if there were a 10% increase in the amount
of the respective currency that could be purchased with pounds sterling at the balance sheet date (assuming all other variables remain
constant) (for example from $1.27: £1 to $1.40: £1). The sensitivity analysis includes only outstanding foreign currency denominated
monetary items and adjusts their translation at the period end for a 10% change in foreign currency. A reasonably possible 10% weakening
of pounds sterling against the relevant currency would be estimated to have a comparable but opposite impact on income and equity.
The total amount of outstanding forward foreign exchange contracts to which the Group was committed was:
Notes to the
continued
financial statements
continued
31. Financial risk management
182
RM plc
|
Annual report and financial statements 2025
At 30 November 2025 |
At 30 November 2024 |
|||
Nominal value |
Fair value |
Nominal value |
Fair value |
|
Group |
£000 |
£000 |
£000 |
£000 |
Forward foreign exchange contracts |
674 |
(40) |
6,640 |
22 |
Sensitivity
At 30 November 2025 |
At 30 November 2024 |
|||
Income |
Equity |
Income |
Equity |
|
Group |
£000 |
£000 |
£000 |
£000 |
10% increase in foreign exchange rates against pounds sterling: |
||||
US dollar |
(294) |
- |
287 |
- |
Australian dollar |
27 |
- |
2 |
- |
Indian rupee |
102 |
4 |
71 |
(2) |
All the forward exchange contracts mature within one year.
In management’s opinion, the sensitivity analysis is unrepresentative of the inherent foreign exchange risk, as the analysis does not reflect
Interest rate risk
The only significant interest-bearing financial assets or liabilities relate to the Group’s borrowings referred to below. During the year,
adjusted average net debt was £57.8m (2024: £53.8m) and the maximum borrowings position was £63.3m (2024: £60.7m).
At 30 November 2025 the Group had a £70.0m committed revolving credit facility with HSBC Bank plc and Barclays Bank plc to July
2027, which was originally signed on 5 July 2019. During the year, the Group secured an agreement with 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. 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.
Separate to this, the Group has a number of performance bonds relating to potential liabilities arising in connection with any Local
Government Pension Scheme that the Company participates in as a result of its managed services contracts in the RM Technology
division (which are included in the net pension surplus). The Group also has financial guarantees covering payments to suppliers and other
performance guarantees for the RM Assessment, Technology and Resources businesses.
Interest is payable either weekly, monthly or quarterly based on the drawdown frequency. The interest payable on loans under the
revolving credit facility is between 3.35% and 4.25% (the Margin) above SONIA for the remainder of the committed term subject to certain
financial ratios. A commitment fee of 40% of the Margin was payable on the unutilised balance and an arrangement fee of £472,404 (2024:
£473,000) and independent business review fees and costs of £185,015 (2024: £566,000) were paid in 2025. The fees are recognised in
the consolidated income statement on an effective interest rate basis over the duration of the facility.
Financial covenants during the year were on a rolling 12-months minimum EBITDA basis. At 30 November 2025 the minimum EBITDA
covenant required was £9.7m versus actual EBITDA of £15.5m. The £58.0m drawn down at 30 November 2025 is not contractually due for
repayment until July 2027.
Corporate governance
Financial statements
Overview
Strategic Report
continued
31. Financial risk management
rm.com
RM plc
|
Annual report and financial statements 2025
183
The interest and currency profile of bank loans and cash and cash equivalents is shown below:
| 2025 |
2024 |
|||||
Floating rate |
Interest free |
Total |
Floating rate |
Interest free |
Total |
|
Group |
£000 |
£000 |
£000 |
£000 |
£000 |
£000 |
Pounds sterling cash and cash equivalents |
- |
4,642 |
4,642 |
- |
5,830 |
5,830 |
US dollar |
- |
717 |
717 |
- |
471 |
471 |
Euro |
- |
120 |
120 |
- |
185 |
185 |
Indian rupee |
296 |
- |
296 |
535 |
- |
535 |
Singapore dollar |
- |
304 |
304 |
- |
148 |
148 |
Australian dollar |
- |
10 |
10 |
- |
810 |
810 |
New Zealand dollar |
- |
76 |
76 |
- |
50 |
50 |
Swedish krona |
- |
1 |
1 |
- |
167 |
167 |
Cash and cash equivalents |
296 |
5,870 |
6,166 |
535 |
7,661 |
8,196 |
Bank loan – pounds sterling |
58,000 |
- |
58,000 |
57,000 |
- |
57,000 |
The weighted average effective interest rates at the balance sheet date on interest bearing financial assets and liabilities were as follows:
2025 |
2024 |
|||
Weighted |
Weighted |
|||
average |
average |
|||
Floating rate |
interest rate |
Floating rate |
interest rate |
|
Group |
£000 |
% |
£000 |
% |
Financial assets |
||||
Cash and cash equivalents |
296 |
0.00 |
535 |
0.00 |
Financial liabilities |
||||
Overdrafts |
- |
0.00 |
4,325 |
9.62 |
Bank loans |
58,000 |
8.46 |
57,000 |
9.23 |
Interest rate sensitivity (assuming all other variables remain constant):
2025 |
2024 |
|||
Income |
Equity |
Income |
Equity |
|
sensitivity |
sensitivity |
sensitivity |
sensitivity |
|
Group |
£000 |
£000 |
£000 |
£000 |
1% increase in interest rates |
(580) |
(580) |
(570) |
(570) |
1% decrease in interest rates |
580 |
580 |
570 |
570 |
The Group’s principal financial assets are bank balances and trade and other receivables. The Group’s credit risk is primarily attributable
to its trade receivables and accrued income. Credit checks are performed on new customers and before credit limits are increased. The
amounts presented in the balance sheet are net of allowances for expected credit losses. Note 20 includes an analysis of trade receivables
by type of customer and of the ageing of unimpaired trade receivables.
The credit risk on cash and cash equivalents (the geographic risk profile of which is set out above), liquid funds and derivative financial
instruments is limited because the counterparties are investment grade banks rated BBB+ and above. The Group has no significant
concentration of credit risk, with exposure spread over a large number of counterparties and customers and a large proportion are schools
and educational institutions which are ultimately backed by the UK Government.
The carrying amount of financial assets represents the maximum credit exposure. The Group does not hold any collateral to cover its risks
Notes to the
continued
financial statements
continued
31. Financial risk management
184
RM plc
|
Annual report and financial statements 2025
Cash is managed to ensure that sufficient liquid funds are available with a variety of counterparties to meet short, medium and long-term
cash flow forecasting requirements. The Group has access to overdraft and borrowing facilities (see Interest rate risk section) which mean
that the Group can continue to meet its liabilities as they fall due.
The Group has approached its maximum borrowing limits during the year with borrowings under the facility of £58.0m at year end and has
worked with its lenders to maintain liquidity. The Group has prepared cash flow forecasts for the period to the end of March 2027 which
indicate that the Group is expected to comply with all debt covenants in place and will have sufficient funds to meet its liabilities as they fall
due for at least 12 months from the date of this report.
Full details of the terms of the Group’s facility, including financial covenants and the Group’s performance under those financial covenants
Maturity profile of financial liabilities
The table below highlights the maturity profile of the financial liabilities:
Derivative |
|||||||
Trade |
Lease |
Other |
financial |
||||
At 30 November 2025 |
payables |
liabilities |
payables |
instruments |
Accruals |
Borrowings 1 |
Total |
Group |
£000 |
£000 |
£000 |
£000 |
£000 |
£000 |
£000 |
Within one year |
17,672 |
2,413 |
3,894 |
40 |
6,302 |
4,768 |
35,089 |
Between one and two years |
- |
2,333 |
- |
- |
- |
61,178 |
63,511 |
Between two and five years |
- |
5,853 |
- |
- |
- |
- |
7,190 |
More than five years |
- |
6,468 |
- |
- |
- |
- |
5,131 |
Total contractual cash flows |
17,672 |
17,067 |
3,894 |
40 |
6,302 |
65,946 |
110,921 |
Carrying amount |
17,672 |
15,365 |
3,894 |
40 |
6,302 |
56,742 |
100,015 |
1
Borrowings are detailed in Note 25, the profile for the year ended 30 November 2025 reflects the cash flows to the facility extension date of 5 July 2027.
Borrowings |
||||||
Trade |
Lease |
Other |
and |
|||
At 30 November 2024 |
payables |
liabilities |
payables |
Accruals |
overdrafts 1 |
Total |
Group |
£000 |
£000 |
£000 |
£000 |
£000 |
£000 |
Within one year |
13,748 |
2,430 |
3,224 |
7,340 |
9,341 |
36,083 |
Between one and two years |
- |
1,919 |
- |
- |
60,344 |
62,263 |
Between two and five years |
- |
4,356 |
- |
- |
- |
4,356 |
More than five years |
- |
7,668 |
- |
- |
- |
7,668 |
Total contractual cash flows |
13,748 |
16,373 |
3,224 |
7,340 |
69,685 |
110,370 |
Carrying amount |
13,748 |
14,968 |
3,224 |
7,340 |
59,849 |
99,129 |
1
Borrowings are detailed in Note 25, the profile for the year ended 30 November 2024 reflects the cash flows to the facility extension date of 5 July 2026.
The Group’s policy is to maintain a strong capital base to maintain investor, creditor and market confidence so as to sustain future
development of the business. Management monitors the return on capital, as well as the level of dividends to ordinary shareholders and
Corporate governance
Financial statements
Overview
Strategic Report
rm.com
RM plc
|
Annual report and financial statements 2025
185
The remuneration of the Group’s key management personnel during the year, which consisted of the Group’s Directors and members of
the Executive management team, was as follows:
Year ended |
Year ended |
|
30 November |
30 November |
|
2025 |
2024 |
|
Group |
£000 |
£000 |
Short-term employee benefits |
3,787 |
2,349 |
Post-employment benefits |
103 |
68 |
Termination benefits |
330 |
230 |
Share-based payment expense |
954 |
605 |
5,174 |
3,252 |
Share-based payments above include fair value charges for Executive Directors of £406,315 (2024: £200,529) in respect of awards to Mark
Cook and £164,489 (2024: £81,073) in respect of awards to Simon Goodwin.
During the year, the Company entered into the following transactions with its subsidiary undertakings:
Year ended |
Year ended |
|
30 November |
30 November |
|
2025 |
2024 |
|
Company |
£000 |
£000 |
Payments: |
||
Management recharges |
1,339 |
1,382 |
Net intercompany interest payable |
3,189 |
2,052 |
Total amounts owed between the Company and its subsidiary undertakings are disclosed in Notes 20 and 22 respectively.
c) Other related party transactions
The Group encourages its Directors and employees to be governors, trustees or equivalent of educational establishments. The Group
trades with these establishments in the normal course of its business.
Searchlight Business Services Limited
Mark Cook, an Executive Director, is the Non-Executive Chair of Searchlight Business Services Ltd. The Group has purchased services of
£135,191 (2024: £465,212) relating to recruitment and executive search fees. Mark was not involved in the commercial discussions relating
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
Glossary
The use of Company refers to RM plc. The use of Group refers to
RM plc and its subsidiary undertakings covered by the consolidated
accounts.
Investor information
Information for investors is available on the RM website. Enquiries
can be directed to Daniel Fattal, Company Secretary, at the Group
head office address or at companysecretary@rm.com.
Registrars and shareholding information
Shareholders can access the details of their holdings in RM plc
via the Shareholder Services option within the investor section of
the corporate website. Shareholders can also make changes to
their address details and dividend mandates online. All enquiries
about individual shareholder matters should be made to the
Company’s registrar, MUFG Corporate Markets, either via email
at shareholderenquiries@cm.mpms.mufg.com or by telephone
to 0371 664 0300. Calls are charged at the standard geographic
rate and will vary by provider. Calls outside the United Kingdom
will be charged at the applicable international rate. Lines are open
between 09:00 - 17:30, Monday to Friday excluding public holidays
in England and Wales.
To help shareholders, the MUFG Corporate Markets’ Share Portal
at www.signalshares.com contains a frequently asked questions
section for shareholders.
Electronic communication
Shareholders are able to receive Company communication via
email. By registering your email address, you will receive emails
with a web link to information posted on our website. This can
include our report and accounts, notice of meetings and other
information we communicate to our shareholders.
Electronic communication brings numerous benefits, which
include helping us reduce our impact on the environment,
increased security (your documents cannot be lost in the post or
read by others) and faster notification of information and updates.
To sign up to receive e-communications go to MUFG Corporate
Markets’ Investor Centre at https://uk.investorcentre.mpms.mufg.
com. All you need to register is your investor code, which can be
found on your share certificate or your dividend tax voucher. The
Investor Centre is a secure online site where you can manage your
shareholding quickly and easily. You can check your shareholding
and account transactions, change your name, address or dividend
mandate details online at any time and vote online via the the
Investor Centre.
Beneficial shareholders with ‘information rights’
Please note that beneficial owners of shares who have been
nominated by the registered holders of those shares to receive
information rights under section 146 of the Companies Act 2006
are required to direct all communications to the registered holder
of their shares rather than to MUFG Corporate Markets, or to the
Company directly.
Multiple accounts on the shareholder register
If you have received two or more copies of this document, it may
be because there is more than one account in your name on
the shareholder register. This may be due to either your name or
address appearing on each account in a slightly different way. You
can portfolio your accounts on MUFG Corporate Markets’ Investor
Centre at https://uk.investorcentre.mpms.mufg.com.
Shareholder
information
RM plc
|
Annual report and financial statements 2025
186
Company
information
Company Secretary
Daniel Fattal RM plc
142B Park Drive
Milton Park
Abingdon
Oxfordshire OX14 4SE
Group head office and registered office
142B Park Drive
Milton Park
Abingdon
Oxfordshire OX14 4SE
Telephone: +44 (0)1235 645 316
Registered number
RM plc’s registered number is 01749877
Corporate website
Information about the Group’s activities is available from
www.rmplc.com.
Auditor
RSM UK Audit LLP
25 Farringdon Street
London EC4A 4AB
Financial advisors and stockbrokers
Singer Capital Markets
1 Bartholomew Lane
London EC2N 2AX
Financial Public Relations
Headland PR Consultancy LLP
1 Suffolk Lane
London EC4R 0AX
Registrar
MUFG Corporate Markets
Central Square
29 Wellington Street
Leeds LS1 4DL
Legal advisor
Osborne Clarke
One London Wall
London EC2Y 5EB
RM plc
|
Annual report and financial statements 2025
rm.com
187
Overview
Strategic Report
Corporate governance
Financial statements
RM plc
|
Annual report and financial statements 2025
188
RM plc
|
Annual report and financial statements 2025
rm.com
189
Overview
Strategic Report
Corporate governance
Financial statements
142B Park Drive
Milton Park
Milton
Abingdon
Oxfordshire
OX14 4SE
RM plc’s registered number is 01749877
Telephone: +44 (0)1235 645 316
www.rm.com