DJ RM plc: Final Results for the year ended 30 November 2025
RM plc (RM.)
RM plc: Final Results for the year ended 30 November 2025
05-March-2026 / 07:00 GMT/BST
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5 March 2026
RM plc
Final Results for the year ended 30 November 2025
Improved profitability driven by strategic focus on key growth areas
RM plc ("RM"), a leading global educational technology ('EdTech'), digital learning and assessment solution provider,
reports its full year results for the year ended 30 November 2025 and provides an update on its strategy.
Financial highlights
GBPm FY25 FY24 Variance
Revenue from continuing operations 162.1 166.1 (2.5)%
Profit/(loss) before tax from continuing operations 3.2 (12.1) 126.5%
Loss from discontinued operations1 - (0.9) n/a
Statutory profit/(loss) after tax 2.2 (4.7) 146.3%
Diluted EPS from continuing operations 2.5p (4.6)p 154.3%
Adjusted performance measures2:
Divisional contribution excluding corporate costs 32.3 32.8 (1.5)%
Divisional contribution margin 20.0% 19.8% 0.2%
Adjusted operating profit from continuing operations 11.5 8.6 33.2%
Adjusted operating profit margin 7.1% 5.2% 1.9%
Adjusted EBITDA 16.5 13.7 19.9%
Adjusted profit before tax from continuing operations 5.5 2.4 126.0%
Adjusted diluted EPS from continuing operations 4.9p 11.7p (58.1)%
Adjusted net debt3 50.6 51.7 2.1%
-- Adjusted operating profit from continuing operations has increased substantially by 33.2% to GBP11.5m (FY24: GBP8.6m)
and adjusted EBITDA by 19.9% to GBP16.5m (FY24: GBP13.7m). -- Profit before tax is GBP3.2m marking the first reported statutory profit since FY21, reinforcing RM's upward
trajectory in generating profitability. -- Revenue from continuing operations is slightly down reflecting the ongoing challenges facing the UK schools' market
in H1 impacting the Technology and TTS divisions. -- Significantly, RM's higher margin, core Assessment division has achieved 19.9% revenue growth with digital platform
revenue up by 17.3% versus FY24. -- Adjusted net debt has reduced by GBP1.1m to GBP50.6m following the equity placing last October and a further GBP6m being
invested in RM Ava, our adaptive virtual accreditation platform. The Company has operated within its hard liquidity
and EBITDA covenants throughout FY25. -- Reduction in adjusted diluted EPS from continuing operations due to GBP9.2m deferred tax credit in FY24. -- Successfully agreed with the trustees of the defined benefits pension schemes to cease further contributions from
the Company, with the schemes now showing a technical provisions surplus.
Core Assessment business continues to grow and drive margin improvement
-- The substantial contracted order book4 of Assessment is maintained at GBP95.5m at end of FY25 (FY24: GBP95.7m). -- 99% of Assessment's revenue up for renewal during FY25 has been successfully renewed, demonstrating strong ability
to retain strategic customers. -- Assessment's adjusted operating margin has increased from 17.5% to 22.9% reflecting the focus on margin improvement
this year. -- RM Ava platform KPIs have strengthened:
- Assessment digital platform revenue grew 17.3% year on year (FY24: 12.0%), Assessment recurring revenue
(including scanning) grew 15.5% year on year (FY24: 10.0%).
- Over 20m tests successfully processed through the Assessment platforms. -- Invested a further GBP6m during the year in the development of our strategic RM Ava platform, which will drive future
growth. -- The introduction of our AI marking tool has been well received with a number of proof of concepts having been
secured.
TTS
-- TTS has continued to develop exciting products, launching 131 new products using our own IP in FY25. -- UK sales were impacted by the tough schools market and international sales were constrained by the US tariffs in
H1. -- Further investment has been made in Dubai and TTS is ready to capitalise on growing market opportunities overseas.
Technology
-- Technology sales were impacted by delays in key initiatives such as Connect the Classroom funding and a general
slowness across the UK schools market. -- The division has secured a number of managed services contract renewals and wins which represents recurring revenue
for years to come.
Current trading and FY26 outlook
Trading in the first months of the year has been consistent with the Board's expectations, with the full-year outlook remaining in line with expectations.5 We are progressing with the work required to deliver the legal and operational separation of divisions that will help facilitate disposals and unlock future cost savings. At the same time, we continue to invest in RM Ava which is the key driver of future growth.
Mark Cook, Chief Executive of RM, said
"This year has seen us build real momentum in executing our strategy as we continue to grow our core Assessment platform revenue and drive a meaningful increase in our profitability year on year. This is underpinned by our relentless focus on providing a brilliant experience for learners globally and the positive impact from the cost saving initiatives we put in place.
"Looking ahead, we remain focused on driving growth, by continuing to invest in RM Ava and our core, higher margin, Assessment business. Simultaneously, we are actively working on delivering the operational and legal separation necessary to facilitate future disposals of non-core assets and further improve efficiencies."
"I'm really pleased with what we have achieved so far, and I'd like to take this opportunity to thank all my colleagues for their hard work in delivering this set of results."
Board change
As part of the Board's continued focus to reduce central costs and overheads in the business, Jamie Murray Wells, Non-Executive Director, will be stepping down from the Board at the forthcoming AGM in May and will therefore not stand for re-election.
Helen Stevenson, Chair of RM, said
"Jamie has played an important role on the Board during RM's transformation over the last two and a half years and I am very grateful for his contribution. As Chair of the ESG Committee, he has overseen a marked improvement in this space, helping to ensure that ESG risks and opportunities are integrated into RM's business strategy. On behalf of the Board, I express my thanks to Jamie and wish him well for the future."
Notes
1 Discontinued operations in FY24 related to RM Consortium.
2 Throughout this statement, adjusted operating profit, adjusted EBITDA, adjusted profit/(loss) before tax and adjusted diluted EPS are Alternative Performance Measures, stated after adjusting items (see Note 3) which are identified by virtue of their size, nature and incidence. Their treatment is applied consistently year-on-year, with the exception of adjusted EBITDA which has been redefined to exclude share-based payment charges (on the basis it is a non-cash item) and comparatives have been restated.
3 Adjusted net debt is defined as the total of borrowings less capitalised fees, cash and cash equivalents and overdrafts (see Note 3). Lease liabilities of GBP15.4m (2024: GBP15.0m) are excluded from this measure as they are not included in the measurement of adjusted net debt for the purpose of covenant calculations (see Note 15).
4 Contracted order book represents secured revenue, supported by a contract, that is yet to be recognised as revenue in the financial statements. We have introduced this metric for our Assessment division to provide greater visibility of the increasing trend towards securing longer-term strategic contractual revenue.
5 Prior to this update, the Company believes that market expectations for FY26 adjusted operating profit and adjusted EBITDA were GBP13.6m and GBP19.0m, respectively.
Presentation details
A presentation by Management for investors and analysts will be published on the company website later this morning at https://www.rmplc.com/.
Contacts:
RM plc investorrelations@rm.com
Mark Cook, Chief Executive Officer
Simon Goodwin, Chief Financial Officer
Daniel Fattal, Company Secretary and investor relations
Headland Consultancy (Financial PR) +44 203 805 4822
Chloe Francklin (cfrancklin@headlandconsultancy.com)
Dan Mahoney (dmahoney@headlandconsultancy.com)
Notes to Editors:
About RM
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RM was founded in 1973, with a mission to improve the educational outcomes of learners worldwide. More than fifty years on, we are a trusted Global EdTech, digital learning and assessment solution provider, transforming learners, educators, and accreditors to be more productive, resilient, and sustainable. Our simple approach enables us to deliver best in class solutions to optimise accreditation outcome.
RM is focused on delivering a consistently high-quality digital experience, acting as a trusted consultative partner to provide solutions that deliver real impact for learners worldwide. Our three businesses are:
-- Assessment - a global provider of assessment software, supporting exam awarding bodies, universities, and
governments worldwide to digitise their assessment delivery. -- TTS (Technical Teaching Solutions) - an established provider of education resources for early years, primary
schools, and secondary schools across the UK and to 114 countries internationally. -- Technology - a market-leading advisor and enabler of ICT software, technology and bespoke services to UK schools
and colleges.
Chief Executive's Statement
Building momentum
2025 in review
I am very proud of our achievements this year as we continue to build momentum in growing and expanding our global digital assessment offering. The official launch last June of RM Ava, our adaptive virtual accreditation platform, was a prominent moment in our history and this internally developed platform will be the engine for our future growth. We delivered a significant increase of 33.2% in adjusted operating profit, now GBP11.5m, and a 19.9% increase in adjusted EBITDA (excluding share-based payments) to GBP16.5m. Revenue in our higher margin, core Assessment division grew 19.9% with digital platform revenue[1] up by 17.3%, in a year which saw a record number of exams marked in multiple countries around the world, using our platform. Equally pleasing is that this strong growth is underpinned by a significant number of strategic customer renewals, with 99% of Assessment's revenue up for renewal during FY25 having been successfully renewed. This demonstrates our ability to retain strategic customers and the stickiness of recurring revenue associated with our assessment offering. Our new wins in FY25 include Trinity College London on an initial 3-year contract which will see their mostly digital assessments moved to our platform.
Overall revenue from continuing operations is marginally lower than FY24 by 2.5%. As previously announced, this is due to the ongoing challenging UK schools' market and other macroeconomic headwinds in H1 impacting the Technology and TTS divisions. The impact of this, along with Assessment's growth, is that our core Assessment division now represents 29.4% of total revenue compared to 23.9% in FY24. This, along with cost saving measures now being realised, has helped to drive overall margin improvement in RM.
As reported at the half year, we successfully renewed our banking facility until July 2027, and our lenders remain highly supportive of our strategy. We continued to operate within our banking covenants throughout the year. The Board and Executive Committee are highly focused on reducing net debt and we are actively working on simplifying our business which includes disposing of non-core assets.
At the half year, we also reported that the triennial valuations for RM's closed defined benefits pension schemes showed a combined technical provisions surplus of GBP10.5m. Since then, I am pleased to add that we successfully agreed with the trustees to cease further contributions to those schemes 18 months earlier than had originally been agreed.
We made a couple of changes to our Executive Committee which has seen Ian Mackinnon join as CEO of Technology and TTS, combining two roles into one, and Claire Matthews as Communications Director. Ian has extensive experience in business and corporate development, and Claire has taken on a role covering both internal and external communications. I would like to extend my thanks and appreciation to all our people for their hard work and commitment during this transformational period. These achievements could not have been realised without their efforts.
Accelerate
The equity raise has helped accelerate our strategy
Having consulted with major shareholders, we undertook an equity placing last October to help accelerate future growth. This generated GBP13.5m cash before fees. The interest we received was overwhelming with the order book well oversubscribed, and I am grateful for the support and shared vision from our major shareholders and new investors. We stated that the proceeds would be used to do four things:
-- Complete the separation work required to facilitate disposals of non-core assets; -- Strengthen RM Ava and accelerate its development; -- Invest in RM Assessment's sales and marketing capability; and -- Manage general working capital purposes.
Separation involves the untangling of legacy systems that are either costly, inefficient, or inflexible for our current needs. The removal and replacement of such systems will provide further operational efficiency and, crucially, will allow us to separate the divisions to help facilitate the disposal of non-core assets. We have made good progress to date, including selecting a new ERP system to provide greater flexibility and simplicity.
Build
RM Ava development remains on track
Our RM Ava platform is unique. It is a single sign-on, cloud-based platform that brings our existing tools and new modules together into one platform, capable of supporting the full assessment lifecycle, from content creation and online learner testing, through to digital marking and feedback. Several new modules and features were launched in 2025. This includes the learner portal which will be a simple entry point for everything connected to a learner's assessment, such as sitting the tests. Our AI marking proof of Concepts are giving customers the opportunity to run pilots on how AI marking compares with human markers. Once completed, we will build an optional AI driven marking module into RM Ava, giving customers the choice of how much AI involvement they wish to use.
To date, we have committed GBP20m to RM Ava's development and expect it to be fully completed by end of FY27. We are excited by the growth opportunities as the platform accommodates a diverse range of customer types and sizes with no limit on the number we can onboard.
Divisional performance
Assessment: core platform revenue grows
We have been clear that our Assessment division is where we see the significant future growth of our business and I am delighted to report further growth with revenue up 19.9% to GBP47.6m 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 GBP95.5m (FY24: GBP95.7m) 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 GBP10.9m. With recent Assessment wins and renewals being predominantly high margin platform revenue, along with the benefit of savings within corporate overheads now transpiring, the division's adjusted operating margin has increased from 17.5% to 22.9%. We expect this trend to continue as our customers pivot further towards fully digital exams, enabled by RM Ava deployment.
Operationally our COO, Dr Gráinne Watson, now leads the Assessment division in its entirety which has facilitated a more aligned approach with the market and our customers' needs coupled with providing greater visibility of key milestones and system development. Gráinne also oversees the development of RM Ava.
TTS: International growth opportunities
TTS revenue of GBP67.3m 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 GBP3.7m 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 GBP47.2m with the hardware and installation services most affected.
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Despite these external challenges, the division secured key contract renewals with South Lanarkshire Council, Brook Weston Trust and HFL Education, and won the First Federation Trust Managed Service, Connectivity and Filtering contract. Adjusted operating profit margin has improved by 0.9% to 7.5% following cost saving initiatives such as with our data centre, which has led to greater footprint efficiency and associated savings. Looking ahead, there's a growing need from schools around security and data protection. We understand these requirements well, and will be building that expertise into our plans.
Growth strategy
The global EdTech market is forecast to increase by USD170.8 billion at a CAGR of 15.9% between 2024 and 2029[2]. The market shift to digital education and assessment, is driving a material growth phase. We are already leaders in this space, through longstanding relationships with global accreditors and a unique offering that supports both paper and fully digital assessments or an integrated hybrid model. RM Ava, which unites core solutions into one world-leading accreditation platform, provides significant opportunities for further growth. It supports the entire lifecycle from exam content creation and secure online testing, through to AI driven marking and feedback. There are no restrictions to the number of users we can bring onto the platform as we unlock new customers and markets and continue to scale globally.
As we explained to investors when we undertook an equity placing, we are investing in sales and marketing in a targeted way to help drive growth and capture this opportunity. Increasing Assessment income, coupled with the disposal of non-core assets, will continue our trajectory towards a business model substantially underpinned by assured and recurring revenues. I am excited about the prospects over the coming years as we look to extend our global assessment offering, setting our business up for long term sustainable growth.
Chief Financial Officer's statement
FY25 was a 'Year of Building Momentum' for RM with the benefits of previous activity starting to show through in the financial results.
The clearest indication of the momentum that has been building in RM over the past 3 years is that FY25 sees the Company return to posting a Profit Before Tax (GBP3.2m), for the first time since FY21.
The standout performance in FY25 came from the Assessment Division, with a 19.9% growth in total revenues and a 56.8% increase in adjusted operating profit. Unfortunately, RM's two other divisions fared less well this year, with TTS and Technology both being impacted by a very challenging UK schools' market. TTS international was further impacted by global factors, such as higher US tariffs, and delays to decisions on awarding key tenders by Governments across Europe - now expected to benefit FY26.
As a result, total revenue from continuing operations in FY25 declined by 2.5% to GBP162.1m.
Despite the in-year revenue decline, the business delivered an adjusted operating profit of GBP11.5m (adjusted EBITDA (excluding share-based payments) GBP16.5m) compared to GBP8.6m (adjusted EBITDA (excluding share-based payments) GBP13.7m) 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 GBP95.5m giving the division strong visibility of future revenues. Our contracted orderbook includes significant future platform revenue from our two biggest digital assessment contracts, with International Baccalaureate and Cambridge University Press & Assessment. Both contracts remain on track, but the significant increase in digital assessment volumes will come through later in the contract period.
Cost control remains a major focus of the business, and we are conscious that our corporate overheads, while reducing significantly, remain too high. GBP20m+ 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 GBP9.7m 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 GBP1.1m to GBP50.6m, with operating cash generation plus the GBP12.7m net proceeds from our equity raise, being offset by interest payments (GBP5.5m) and the capital expenditure noted above. Throughout FY25, RM operated within its EBITDA and hard liquidity covenants, and we remain extremely grateful for the very collaborative way in which our lenders HSBC and Barclays continue to support the business. We have already started constructive discussions with our lenders around revised agreements to replace our existing facilities which run until July 2027. We remain highly focused on improving the operating cash conversion of the business, while we have made significant improvements in that regard, there remains more to do, especially as RM is committed in the immediate term to reinvesting operating cash into the development of RM Ava. During FY25 we successfully concluded an agreement with the trustees of our defined benefit pension schemes to cease the deficit recovery contributions to those schemes 18 months earlier than had originally been agreed.
Financial performance
GBPm FY25 FY24 Variance Revenue from continuing operations 162.1 166.1 (2.5)% Profit/(loss) before tax from continuing operations 3.2 (12.1) 126.5% Loss from discontinued operations1 - (0.9) n/a Statutory profit/(loss) after tax 2.2 (4.7) 146.3% Diluted EPS from continuing operations 2.5p (4.6)p 154.3% Adjusted performance measures2: Divisional contribution excluding corporate costs 32.3 32.8 (1.5)% Divisional contribution margin 20.0% 19.8% 0.2% Adjusted operating profit from continuing operations 11.5 8.6 33.2% Adjusted operating profit margin 7.1% 5.2% 1.9% Adjusted EBITDA 16.5 13.7 19.9% Adjusted profit before tax from continuing operations 5.5 2.4 126.0% Adjusted diluted EPS from continuing operations 4.9p 11.7p (58.1)% Adjusted net debt3 50.6 51.7 2.1%
1 Discontinued operations in FY24 related to RM Consortium.
2 Throughout this statement, adjusted operating profit, adjusted EBITDA, adjusted profit/(loss) before tax and adjusted diluted EPS are Alternative Performance Measures, stated after adjusting items (see Note 3) which are identified by virtue of their size, nature and incidence. Their treatment is applied consistently year-on-year, with the exception of adjusted EBITDA which has been redefined to exclude share-based payment charges (on the basis they are a non-cash item) and comparatives have been restated.
3 Adjusted net debt is defined as the total of borrowings less capitalised fees, cash and cash equivalents and overdrafts (see Note 3). Lease liabilities of GBP15.4m (2024: GBP15.0m) are excluded from this measure as they are not included in the measurement of adjusted net debt for the purpose of covenant calculations (see Note 15).
Divisional performance
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Divisional contribution has been added as a new metric this year. Divisional contribution is adjusted operating profit before the allocation of corporate overheads (see Note 2).
GBPm FY25 FY24 Variance RM TTS: Total revenue 67.3 72.4 (7.2)% UK revenue 50.5 53.7 (6.1)% International revenue 16.8 18.7 (10.5)% Divisional contribution 7.4 8.9 (16.7)% Divisional contribution margin 11.0% 12.2% (1.2)% Adjusted operating profit 4.2 5.4 (21.8)% Adjusted operating profit margin 6.2% 7.4% (1.2)% RM Assessment: Revenue 47.6 39.7 19.9% Divisional contribution 16.6 14.4 14.9% Divisional contribution margin 34.8% 36.4% (1.6)% Adjusted operating profit 10.9 6.9 56.8% Adjusted operating profit margin 22.9% 17.5% 5.4% RM Technology: Revenue 47.2 54.0 (12.5)% Divisional contribution 8.3 9.5 (12.3)% Divisional contribution margin 17.5% 17.6% (0.1)% Adjusted operating profit 3.5 3.6 (0.3)% Adjusted operating profit margin 7.5% 6.6% 0.9%
RM TTS revenues decreased by 7.2% to GBP67.3m (FY24: GBP72.4m). 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 GBP7.4m (FY24: GBP8.9m) but remaining above 10% of revenues. Adjusted operating profit decreased to GBP4.2m (FY24: GBP5.4m) and adjusted operating margin decreased to 6.2% (FY24: 7.4%).
RM Assessment revenues increased by 19.9% to GBP47.6m (FY24: GBP39.7m) 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 GBP16.6m (FY24: GBP14.4m), 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 GBP10.9m (FY24: GBP6.9m) 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 (GBP5.7m in FY25, GBP7.5m in FY24).
RM Technology revenues decreased by 12.5% to GBP47.2m (FY24: GBP54.0m) with the biggest reductions coming in the transactional revenue streams of hardware and associated installation services. These lines of business were the most impacted by the delays to the Connect the Classroom Government funding, which was only eventually confirmed late in H1. Due to the nature of the roll-out by the UK Department of Education, funding did not ramp up fully as expected in H2. Services revenue was further impacted by scope reductions for a significant customer. This important customer has now been secured for a further seven years minimum and will continue to provide a strong bedrock of both recurring and transactional revenues. Divisional contribution decreased to GBP8.3m (FY24: GBP9.5m) 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 GBP3.5m (FY24: GBP3.6m) 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 GBP5.5m versus GBP2.4m in FY24, an increase of GBP3.1m or 126.0%. Statutory profit after tax was GBP2.2m (FY24: loss of GBP4.7m), both metrics driven by the increase in adjusted operating profit, as a well as a significant reduction in adjusting items.
Adjusted diluted earnings per share from continuing operations was 4.9p (FY24: 11.7p), the reduction being a function of reduced adjusted profit after tax (principally due to the GBP9.2m 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) GBPm FY25 FY24 Amortisation of acquisition-related intangible assets 0.2 0.4 Impairment of RM TTS goodwill1 - 9.3 Reversal of impairment of RM Consortium assets2 - (0.5) Restructuring costs3 1.8 4.6 Cost of GMP conversion - 0.3 Consortium pension costs4 0.3 - Total adjustments 2.3 14.1 Tax impact (0.3) (0.8) Total adjustments after tax 2.0 13.3
1 A GBP9.3m 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 GBP38.9m, including GBP2.8m for inventory write-downs to expected net realisable value. During FY24, the Company wrote back GBP0.5m of inventory provisions previously recognised in FY23.
3 Restructuring costs of GBP1.8m (2024: GBP4.6m) 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 GBP0.9m of redundancy costs (of which GBP0.9m were paid during the year), GBP0.8m of professional fees and contractor costs, and GBP0.5m of staff costs, offset by a GBP0.1m reversal of impairments and provisions for properties exited in FY24 following termination of leases, and a GBP0.3m reversal of other costs.
4 Ongoing costs for the CARE pension scheme (see Note 14) are presented as an adjusting item within continuing operations as they are not related to the underlying trading operations of the Company, following the discontinuation of the Consortium business.
Inventory
Inventories decreased by 14.5% to GBP13.0m (FY24: GBP15.2m), 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 GBP7.2m, down from GBP7.3m in FY24, reflecting the allocation of the significant reduction in total Corporate Overheads.
Taxation
There was a GBP1.0m tax charge on continuing operations for the year (FY24: GBP8.3m tax credit). The prior year credit was principally due to the recognition of an GBP8.5m deferred tax asset.
Cash flow, net debt and lender agreement
On a statutory basis, net cash inflow from operating activities was GBP7.5m (FY24: inflow of GBP8.4m), which includes GBP1.4m (FY24: GBP4.3m) 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.
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DJ RM plc: Final Results for the year ended 30 November 2025 -5-
Adjusted net debt closed the year at GBP50.6m (FY24: GBP51.7m) as the GBP7.5m net cash inflow from operating activities (see above) and GBP12.7m of net proceeds from an equity raise in October 2025 was offset by GBP9.7m of capitalised expenditure (FY24: GBP4.8m) primarily relating to the continued investment in RM Ava, GBP5.5m of interest paid (FY24: GBP5.6m) and GBP2.9m of lease repayments (FY24: GBP3.4m).
In June 2025 RM secured an agreement with its lenders which extended the existing GBP70.0m 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 GBP7.5m on the last business
day of the month, and liquidity not be below GBP7.5m at the end of two consecutive weeks within a month. This
liquidity limit is the minimum amount the Company must have available under the facility, taking into account cash
and the amount left to draw.
While the current banking facilities end in July 2027, and any period beyond this would likely be subject to negotiation and agreement of a further facility, the Directors note that this is an uncertainty but not a material one and consider it likely that negotiation would be successful. Please see the financial viability report on pages 46 to 48 of the FY25 Annual Report and Financial Statements.
Balance sheet
The Company had net assets of GBP30.9m at 30 November 2025 (FY24: GBP17.1m). The balance sheet includes non-current assets of GBP97.1m (FY24: GBP90.1m), of which GBP29.0m (FY24: GBP29.2m) is goodwill and GBP20.1m (FY24: GBP20.5m) 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 GBP33.6m (FY24: GBP26.1m), 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 GBPnil cost.
Net current assets of GBP5.0m (FY24: GBP0.2m) 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 GBP71.1m (FY24: GBP73.2m) include borrowings of GBP56.7m (FY24: GBP55.5m), and lease liabilities of GBP13.4m (FY24: GBP12.8m) 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 GBPnil (FY24: GBPnil) distributable reserves as at 30 November 2025. The Directors regularly review the Company's capital structure and dividend policy, ahead of announcing results and during the annual budgeting process, looking at longer-term sustainability. The Directors do so in the context of the Company's ability to execute the strategy and to invest in opportunities to grow the business and enhance shareholder value. Plans to resolve RM plc's negative distributable reserves position in advance of reinstating dividends to shareholders, which include distributions from subsidiaries, continue to be under review.
The dividend policy is influenced by a number of the principal risks identified in the table of 'Principal and Emerging Risks and Uncertainties' detailed within this Annual Report, which could have a negative impact on the performance of the Company or its ability to distribute profits.
Pension
The Company operates two defined benefit pension schemes (RM Scheme and CARE Scheme) and participates in a third, multi-employer, defined benefit pension scheme (the Platinum Scheme). All schemes are now closed to future accrual of benefits. Additionally, the Company has TUPE employees who retain membership of Local Government Pension Schemes.
As set out in Note 14, the overall pension surplus on an IAS 19 basis reduced slightly to a surplus of GBP20.1m (30 November 2024: GBP20.5m). All three schemes remain in surplus, with increases in the CARE and Platinum schemes.
The 31 May 2024 triennial valuation for the RM and CARE schemes was approved in March 2025 and the 31 December 2024 triennial valuation for the Platinum scheme was approved in November 2025. All three schemes are now in technical surplus and accordingly no additional contributions are required. The deficit recovery payments set by the 31 May 2021 valuations of the CARE scheme, as noted above, were ceased during the year with the agreement of the trustee, and the RM scheme payments ceased after December 2024.
Internal controls
During the year, the Company has continued to embed financial and governance controls, following the rollout in FY24 in the key business processes of purchase-to-pay, order-to-cash, forecast-to-fulfil and record-to-report. Each end-to-end workstream is documented in a dedicated portal which also facilitates the collation of evidence that the operation of these controls is appropriate. Additional controls across the areas of capital expenditure, payroll and treasury, identified via internal audits carried out as part of planned activity during the year, will become operational during FY26.
The Internal Audit & Internal Controls team have continued, during the year, to undertake regular walkthroughs of the processes, validate that controls are operating as designed, and check that the evidence of these controls is appropriate. Further work is required to embed controls fully and reduce the level of control failures identified by this testing. The Audit and Risk Committee has been updated regularly on the progress of the project, and the ongoing improvements to the control environment. Where controls are currently not designed, implemented, or operating as effectively as they should, management has provided the Committee with assurance that appropriate mitigating actions are in place to conclude that these Financial Statements do not contain material errors.
During FY26, management will continue ensure that controls are properly embedded through a programme of self-certification and testing by the Internal Audit & Internal Controls team, reducing the level of failures.
Going concern
The Financial Statements have been prepared on a going concern basis. In reaching the conclusion that the going concern basis of accounting was appropriate the Directors made significant judgements which are set out below.
The Directors have prepared cash flow forecasts for the period to the end of March 2027 which indicate that, taking into account reasonably plausible downsides and associated mitigations as discussed below, the Company is expected to comply with all debt covenants in place and will have sufficient funds to meet its liabilities as they fall due for at least 12 months from the date of this report.
In assessing the going concern position the Directors have considered the balance sheet position as included on page 134 of the FY25 Annual Report and Financial Statements, the headroom to the hard liquidity covenant within the banking agreement, and compliance with the quarterly rolling last twelve months Adjusted EBITDA ("LTM EBITDA") covenant. Exceeding the hard liquidity or LTM EBITDA covenants would constitute a material breach of the agreement and consequently the facility would be repayable on demand.
At 30 November 2025, the Company had net debt of GBP50.6m (30 November 2024: GBP51.7m) and drawn facilities of GBP58.0m (30 November 2024: GBP57.0m). Average Company net debt over the year to 30 November 2025 was GBP57.8m (year to 30 November 2024: GBP53.8m) with a maximum borrowings position of GBP63.3m (year to 30 November 2024: GBP60.7m). The drawn facilities are expected to fluctuate over the period considered for going concern, but remain within the covenants, and are not anticipated to be fully repaid in this period.
As set out in Note 15, the Company has a GBP70.0m (2024: GBP70.0m) committed bank facility (the facility). The facility is due to mature on 5 July 2027. The Directors have assessed the liquidity risk associated with the facility maturing within the Principal Risks and Uncertainties on page 42 and the Financial Viability report on pages 46 to 48 of the FY25 Annual Report and Financial Statements, and have concluded that the uncertainties associated with refinancing are not material to the going concern assessment and therefore it remains appropriate to assess going concern over a period of 12 months to March 2027. The facility provides lenders a fixed and floating charge over the shares of all obligor companies (except for RM plc), and it also reset the covenants under the facility. For going concern purposes the Board has assessed the Company's forecast performance against the following covenants:
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DJ RM plc: Final Results for the year ended 30 November 2025 -6-
. 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 GBP7.5m on the last business day of the month, and liquidity not be below GBP7.5m at the end of two consecutive weeks within a month. This liquidity limit is the minimum amount the Company must have available under the facility, taking into account cash and the amount left to draw.
In addition to the financial covenants, the facility also contains non-financial covenants including the achievement of milestones relating to the strategy for disposal of certain non-core assets within the going concern assessment period.
For going concern purposes, the Company has assessed a base case scenario that assumes no significant downturn in UK or international markets from that experienced in the year to 30 November 2025 and assumes a broadly similar macroeconomic environment to that currently being experienced.
The Company is assuming revenue growth across all businesses in the base case, driven from the following key areas:
. Growth from existing customers and new customer wins in the RM Assessment Division;
. Increased revenues principally derived from hardware and software sales in the RM Technology Division; and
. Growth from UK and international sales in the RM TTS Division.
Operating profit margin growth in the base case includes annualised savings from restructuring programmes undertaken in the period.
Net debt is not expected to materially reduce organically within the assessment period, as the conversion of operating profits will be offset by further capital investment and debt interest payments.
As part of the Company's business planning process, the Board has closely monitored the Company's financial forecasts, key uncertainties, and sensitivities. As part of this exercise, the Board reviewed a number of scenarios, including the base case and reasonable worst-case downside scenarios.
The aggregate impact of reasonably plausible downsides has been taken together to form a reasonable worst-case scenario that removes a number of the growth assumptions from the base case including:
. In the RM Assessment Division, reduced new and existing customer growth;
. In the RM Technology Division, reductions in revenue growth and operating margin improvement targets; and
. In the RM TTS Division, reductions in growth in markets, and of market share.
The reasonable worst-case scenario has the following impact on the base case forecast for the Company:
. FY26: A revenue reduction of GBP12.2m, an EBITDA reduction of GBP7.0m, and cash reduction of GBP8.2m.
. FY27: A revenue reduction of GBP15.3m, an EBITDA reduction of GBP8.4m, and cash reduction of GBP8.7m.
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 GBP13.1m in April 2026 or RM Technology by GBP23.3m in June 2026 in isolation, and the covenants would still be complied with for that quarter if none of the other downside scenarios were to occur. The timing of this reverse stress test is aligned with the greatest seasonality for those businesses and tightest headroom.
The Board has also considered a number of mitigating actions which could be enacted, if necessary, to ensure that reasonable headroom against the facility and associated covenants is maintained in all cases. These are actions the Company has taken before and therefore the Board are confident of their ability to deliver these mitigating actions if required. Modelling indicates that the enactment of these mitigations against the reasonable worst-case downside scenario would avoid a breach of all covenants during the going concern review period.
Management have also met all milestones relating to disposal strategy to the date of signature of this report, and expect to continue to meet these through the remainder of the going concern period.
Therefore, the Board has a reasonable expectation that the Company has adequate resources to continue in operational existence and meet its liabilities as they fall due for a period of not less than 12 months from the date of approval of these Financial Statements, having considered both the availability of financial facilities and the forecast liquidity and expected future covenant compliance. For this reason, the Company continues to adopt the going concern basis of accounting in preparing the annual Financial Statements.
Principal risks and uncertainties
Pursuant to the requirements of the Disclosure and Transparency Rules, the Company provides the following information on its principal risks and uncertainties. The Company considers strategic, operational and financial risks and identifies actions to mitigate those risks. Risk management systems are monitored on an ongoing basis. The principal risks and uncertainties are set out on pages 42 to 45 of the FY25 Annual Report and Financial Statements.
Directors' responsibility statement
The 2025 Annual Report and Financial Statements, which will be issued in March 2026, contains a responsibility statement in compliance with DTR 4.1.12 of the Listing Rules which sets out that as at the date of approval of the Annual Report on 4 March 2026, the Directors confirm to the best of their knowledge:
. the Group and unconsolidated Parent Company Financial Statements, prepared in accordance with the applicable set of accounting standards, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Group and Parent Company, and the undertakings included in the consolidation taken as a whole; and
. the performance review contained in the Annual Report and Financial Statements includes a fair review of the development and performance of the business and the position of the Group and the undertakings including the consolidation taken as a whole, together with a description of the principal risks and uncertainties they face.
Mark Cook Simon Goodwin
Chief Executive Officer Chief Financial Officer
4 March 2026
Consolidated income statement
Year ended 30 November 2025 Year ended 30 November 2024
Adjusted Adjustments Total Adjusted Adjustments Total
Note
GBP000 GBP000 GBP000 GBP000 GBP000 GBP000
Continuing operations
Revenue 2 162,069 - 162,069 166,143 - 166,143
Cost of sales (100,197) - (100,197) (99,490) - (99,490)
Gross profit 61,872 - 61,872 66,653 - 66,653
Operating expenses (51,664) (2,301) (53,965) (58,156) (5,270) (63,426)
Other operating income 1,258 - 1,258 - - -
Expected credit loss (charge)/credit) (16) - (16) 98 - 98
Impairment losses - - - - (9,286) (9,286)
Profit/(loss) from operations 2,3 11,450 (2,301) 9,149 8,595 (14,556) (5,961)
Finance income 4 1,084 - 1,084 851 - 851
Finance costs 5 (7,021) - (7,021) (7,007) - (7,007)
Profit/(loss) before tax 5,513 (2,301) 3,212 2,439 (14,556) (12,117)
Tax 6 (1,296) 278 (1,018) 7,366 884 8,250
Profit/(loss) for the year from 4,217 (2,023) 2,194 9,805 (13,672) (3,867)
continuing operations
(Loss)/profit for the year from 7 - - - (1,249) 379 (870)
discontinued operations
Profit/(loss) for the year 4,217 (2,023) 2,194 8,556 (13,293) (4,737)
Earnings per ordinary share on continuing 8
operations
- basic 4.9p - 2.6p 11.8p - (4.6)p
- diluted 4.9p - 2.5p 11.7p - (4.6)p
Earnings per ordinary share on 8
discontinued operations
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DJ RM plc: Final Results for the year ended 30 November 2025 -7-
- basic - - (1.5)p - (1.1)p - diluted - - (1.5)p - (1.1)p Earnings per ordinary share on total 8 operations - basic 4.9p - 2.6p 10.3p - (5.7)p - diluted 4.9p - 2.5p 10.2p - (5.7)p
Throughout this statement, adjusted profit and EPS measures are stated after adjusting items which are identified by virtue of their size, nature and incidence. Adjusted measures are used by the Board to monitor and manage the performance of the Group (see Note 3 for details). The treatment of adjusted items is applied consistently period on period.
Consolidated statement of comprehensive income
Year ended
30 November
Year ended
30 November 2024
2025
Note
GBP000
GBP000
Profit/(loss) for the year 2,194 (4,737)
Items that will not be reclassified subsequently to profit or loss
Defined benefit pension scheme remeasurements1 14 (2,429) 3,760
Tax on items that will not be reclassified subsequently to profit or 6 607 (848)
loss1
Items that are or may be reclassified subsequently to profit or loss
Fair value (loss)/gain on hedging instruments2 (314) 12
Fair value loss on hedging instruments transferred to the income 252 412
statement2
Exchange (loss)/gain on translation of overseas operations3 (229) 37
Other comprehensive (expense)/income (2,113) 3,373
Total comprehensive income/(expense) 81 (1,364)
1 Recognised in retained earnings.
2 Recognised in the hedging reserve.
3 Recognised in the translation reserve.
Consolidated balance sheet
At At
Note 30 November 2025 30 November 2024
GBP000 GBP000
Non-current assets
Goodwill 10 29,036 29,172
Other intangible assets 14,249 6,818
Property, plant and equipment 6,585 7,249
Right-of-use assets 12,758 12,014
Defined benefit pension scheme surplus 14 20,093 20,498
Other receivables 11 353 245
Contract fulfilment assets 5,262 5,661
Deferred tax assets 6 8,734 8,479
97,070 90,136
Current assets
Inventories 12,987 15,190
Trade and other receivables 11 26,050 21,723
Contract fulfilment assets 2,720 2,909
Tax assets 121 347
Cash and cash equivalents 6,166 8,196
48,044 48,365
Total assets 145,114 138,501
Current liabilities
Trade and other payables 12 (41,895) (41,897)
Provisions 13 (1,154) (1,972)
Bank overdraft - (4,325)
(43,049) (48,194)
Net current assets 4,995 171
Non-current liabilities
Lease liabilities 12 (13,393) (12,816)
Other payables 12 (165) (3,585)
Provisions 13 (809) (1,243)
Defined benefit pension scheme obligation 14 (30) (30)
Borrowings 15 (56,742) (55,524)
(71,139) (73,198)
Total liabilities (114,188) (121,392)
Net assets 30,926 17,109
Equity attributable to shareholders
Share capital 16 2,242 1,917
Share premium account 16 39,458 27,080
Own shares (444) (444)
Capital redemption reserve 94 94
Hedging reserve (31) 31
Translation reserve (1,060) (831)
Retained earnings (9,333) (10,738)
Total equity 30,926 17,109
Consolidated statement of changes in equity
Share Share Own Capital Hedging Translation Retained
capital premium shares redemption reserve2 reserve3 earnings Total
reserve1
GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000
GBP000
At 1 December 2023 1,917 27,080 (444) 94 (393) (868) (9,558) 17,828
Loss for the year - - - - - - (4,737) (4,737)
Other comprehensive - - - - 424 37 2,912 3,373
income4
Total comprehensive - - - - 424 37 (1,825) (1,364)
income/(expense)
Transactions with
owners of the Company:
Share-based payments - - - - - - 644 644
Share-based payments - - - - - - - 1 1
tax
At 30 November 2024 1,917 27,080 (444) 94 31 (831) (10,738) 17,109
Profit for the year - - - - - - 2,194 2,194
Other comprehensive - - - - (62) (229) (1,822) (2,113)
expense4
Total comprehensive - - - - (62) (229) 372 81
(expense)/income
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DJ RM plc: Final Results for the year ended 30 November 2025 -8-
Transactions with owners of the Company: Issue of share capital 325 12,378 - - - - - 12,703 Share-based payments - - - - - - 1,005 1,005 Share-based payments - - - - - - - 28 28 tax At 30 November 2025 2,242 39,458 (444) 94 (31) (1,060) (9,333) 30,926
1 The capital redemption reserve arose from the repurchase of issued share capital. It is not distributable.
2 The Group hedging reserve arises from cash flow hedges entered into by the Group. The reserve is distributable in the entities in which it arises unless it relates to unrealised gains.
3 The Group translation reserve arises on consolidation from the unrealised movement of foreign exchange on the net assets of overseas entities. This reserve is not distributable.
4 The footnotes to the Consolidated Statement of Other Comprehensive Income show the reserve in which each item of other comprehensive income is recognised.
Consolidated cash flow statement
At At
Note 30 November 2025 30 November 2024
GBP000 GBP000
Profit/(loss) before tax from continuing operations 3,212 (12,117)
Loss before tax from discontinuing operations 7 - (1,160)
Finance income 4 (1,084) (851)
Finance costs 5 7,021 7,007
Profit/(loss) from operations, including discontinued operations 9,149 (7,121)
Adjustments for:
Research and development expenditure credits (74) (61)
Amortisation and impairment of intangible assets 395 9,729
Depreciation and impairment of property, plant and equipment 3,661 5,568
Impairment of inventory and other current assets 110 261
Amortisation of contract fulfilment asset 6,516 2,470
(Gain)/loss on disposal of property, plant and equipment (4) 72
Loss on foreign exchange derivatives 252 412
Share-based payment charge 1,005 644
(Decrease)/increase in provisions (340) 189
Defined benefit pension scheme past service cost 14 - 300
Defined benefit pension scheme administration cost 14 409 27
Operating cash flows before movements in working capital 21,079 12,490
Decrease/(increase) in inventories 2,093 (1,492)
(Increase)/decrease in receivables (5,316) 10,627
Increase in contract fulfilment assets (4,757) (4,394)
Decrease in trade and other payables (2,705) (3,471)
Utilisation of provisions 13 (907) (1,912)
Cash generated from operations 9,487 11,848
Cash paid for settlement of derivative instruments (252) (288)
Defined benefit pension scheme cash contributions 14 (1,355) (4,270)
Tax (paid)/refunded (336) 1,084
Net cash generated from operating activities 7,544 8,374
Investing activities
Interest received 4 6 100
Proceeds on disposal of property, plant and equipment 4 -
Purchases of property, plant and equipment (986) (644)
Purchases of other intangible assets (8,754) (4,178)
Net cash used by investing activities (9,730) (4,722)
Financing activities
Drawdown of borrowings 14,000 8,000
Repayment of borrowings (13,000) (6,000)
Borrowing facilities arrangement and commitment fees (657) (1,040)
Interest and other finance costs paid 5 (5,463) (5,585)
Equity raise - gross proceeds 13,500 -
Equity raise - fees incurred (797) -
Payment of leasing liabilities - capital element (2,457) (3,058)
Payment of leasing liabilities - interest element 5 (403) (315)
Net cash generated from/(used by) financing activities 4,723 (7,998)
Net increase/(decrease) in cash and cash equivalents 2,537 (4,346)
Cash and cash equivalents at the beginning of the year 3,871 8,062
Effect of foreign exchange rate changes (242) 155
Cash and cash equivalents at the end of the year 6,166 3,871
Cash at bank 6,166 8,196
Bank overdraft - (4,325)
Cash and cash equivalents at the end of the year 6,166 3,871
Notes to the financial statements
1. Preliminary announcement
The preliminary results for the year ended 30 November 2025 are prepared in accordance with UK adopted International Accounting Standards (IAS) and interpretations by the IFRS Interpretations Committee applicable to companies reporting under UK adopted IFRS. They do not include all the information required for full annual statements and should be read in conjunction with the 2025 Annual Report. The accounting policies adopted in this preliminary announcement are consistent with the Annual Report for the year ended 30 November 2024. The comparative figures for the financial year 30 November 2025 have been extracted from the Group's statutory accounts for that financial year.
The Group expects to publish a full Strategic Report, Directors' Report and financial statements which will be delivered before the Company's Annual General Meeting on 7 May 2026. The full Strategic Report and Directors' Report and Financial Statements will be published on the Group's website at www.rmplc.com.
The financial information contained in this announcement does not constitute statutory accounts as defined in Section 434 of the Companies Act 2006. Statutory accounts for 2024 have been delivered to the Registrar of Companies and those for 2025 will be delivered following the Company's Annual General Meeting.
The auditor's reports on both the 2025 and 2024 accounts were unqualified, did not draw attention to any matters by way of emphasis without qualifying their report and did not contain statements under s498(2) or (3) of the Companies Act 2006.
This Preliminary announcement was approved by the Board of Directors on 4 March 2026.
Basis of preparation
The Financial Statements have been prepared in accordance with UK-adopted international accounting standards in conformity with the requirements of the Companies Act 2006. They are prepared on a historical cost basis except for certain financial instruments, share-based payments, and pension assets and liabilities which are measured at fair value. In addition, assets held for sale are stated at the lower of previous carrying amount and the fair value less costs to sell.
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DJ RM plc: Final Results for the year ended 30 November 2025 -9-
The preparation of Financial Statements, in conformity with generally accepted accounting principles, requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the Financial Statements and affect the reported amounts of revenues and expenses during the reporting period. Although these estimates are based on the Directors' best knowledge of current events and actions, actual results ultimately may differ from the estimates.
New accounting standards adopted
None of the standards or amendments applied for the first time for the financial year 2025 had a material impact on the financial statements of the Group.
New accounting standards in issue but not yet effective
At the date of authorisation of these Financial Statements, the Group has not applied the following new and revised International Financial Reporting Standards that have been issued but are not yet effective:
-- IFRS 18: Presentation and Disclosure in Financial Statements; -- IFRS 19: Subsidiaries without Public Accountability: Disclosures; -- Amendments to IAS 21: Lack of Exchangeability; -- Amendments to IFRS 9 and IFRS 7: Amendments to the Classification and Measurement of Financial Instruments; -- Annual Improvements to IFRS Accounting Standards Volume 11; and -- Amendments to IFRS 9 and IFRS 7: Power purchase arrangements.
IFRS 18 introduces new requirements to present specified categories and defined subtotals in the income statement, provide disclosures on management-defined performance measures (MPMs) in the notes to the financial statements and improve aggregation and disaggregation. IFRS 18 was endorsed by the UK Endorsement on 10 December 2025 and will apply for annual reporting periods beginning on or after 1 January 2027. The Directors anticipate that the application of IFRS 18 may have an impact on the Group's consolidated financial statements. The Directors do not expect that the adoption of the other standards and amendments listed above will have a material impact on the financial statements of the Group in future periods.
Going concern
The financial statements have been prepared on a going concern basis. In reaching the conclusion that the going concern basis of accounting is appropriate, the Directors made significant judgements which are set out in the CFO's statement. Please see the CFO's statement.
Alternative Performance Measures (APMs)
In response to the Guidelines on APMs issued by the European Securities and Markets Authority (ESMA) and the Financial Reporting Council (FRC), additional information on the APMs used by the Group is provided below. The following APMs are used by the Group:
. Divisional contribution
. Divisional contribution margin
. Adjusted profit from operations
. Adjusted operating margin
. Adjusted profit before tax
. Adjusted tax
. Adjusted profit after tax
. Adjusted basic earnings per share
. Adjusted diluted earnings per share
. Adjusted cash conversion
. Adjusted EBITDA
. Adjusted EBITDA excluding share-based payments
. Adjusted net debt
Further explanation of what each APM comprises and reconciliations between statutory reported measures and adjusted measures are shown in Note 3.
The Board believes that presentation of the Group results in this way is relevant to an understanding of the Group's financial performance (and that of each segment). Adjusted items are identified by virtue of their size, nature and incidence. The treatment of adjusted items is applied consistently period on period. This presentation is consistent with the way that financial performance is measured by management, reported to the Board, the basis of financial measures for senior management's compensation schemes and provides supplementary information that assists the user to understand the financial performance, position and trends of the Group.
The APMs used by the Group are not defined terms under IFRS and may therefore not be comparable with similarly titled measures reported by other companies. They are not intended to be a substitute for, or superior to, GAAP measures. All APMs relate to the current year results and comparative periods where provided.
Significant accounting policies
The accounting policies used for the preparation of this announcement have been applied consistently.
Key sources of estimation uncertainty
In applying the Group's accounting policies, the Directors are required to make estimates and assumptions. Actual results may differ from these estimates. The Group's key risks are set out in the Strategic Report and give rise to the following estimations which are disclosed within the relevant note to the financial statements.
. Retirement benefit scheme valuation - The present value of post-employment benefit obligations is determined on an actuarial basis using various assumptions, including the discount rate, inflation rate and mortality assumptions. The latter includes, within the Continuous Mortality Investigation future mortality projections model (CMI_2024), a half-life parameter to set how quickly the influence of the modelled impact of the COVID-19 pandemic falls away. Any changes in these assumptions, including an assessment of an appropriate half-life parameter by the Group's pension advisors, will impact the carrying amount as well as the net pension finance cost or income. Key assumptions and sensitivities for post-employment benefit obligations are disclosed in Note 14.
. Impairment reviews - As part of the impairment review of goodwill and investments in subsidiary undertakings, calculating the net present value of the future cash flows requires estimates to be made in respect of highly uncertain matters including future cash flows (including revenue growth, margin assumptions and corporate costs allocated to the RM TTS cash-generating unit), discount rates and long-term growth rates. Changes in the assumptions could significantly affect the impairment of the RM TTS cash-generating unit and hence reported assets, profits or losses. Further dates, including a sensitivity analysis, are set out in Note 10.
. Inventory provision - A provision is made for obsolete, slow moving and defective items where appropriate. Estimates are made in respect of the provision percentages, based upon historic net realisable values for similar product lines. These provision percentages are applied to inventory quantities based upon an expectation of utilisation of that inventory in the future, taken from sales of those lines in the last twelve months. Changes in future sales volumes or recoverable amounts could impact the future carrying value of inventory.
. Deferred tax asset - Deferred tax assets are recognised to the extent it is probable that future taxable profit will be available against which the temporary difference will be utilised. Within short-term timing differences (see Note 6) an asset in respect of disallowed tax-interest expense has been recognised on the basis of the expectation of divestment of non-core assets from the Group in the foreseeable future.
Critical accounting judgements
. Going concern - In concluding the going concern assessment was appropriate, the Directors have made a number of significant judgements as set out above.
. Revenue from RM Assessment contracts - A number of contracts were entered into or renewed in the year, which together contributed GBP3.2m of revenue. Judgements have been made which impact on the quantum and timing of revenue recognition. These include: 1) determining the implied start date of the contract when services commence prior to a contract being signed, this judgement being based on the point at which the Group has an enforceable right to payment for goods or services provided; 2) identifying the term of the contract and specifically whether this period is reduced based on the ability of the customer to terminate without incurring a substantive cost; 3) identifying the distinct performance obligations in the contracts based on the goods and services being provided, specifically whether programme management, integration, development, enhanced software and hosting services are distinct; 4) allocating the transaction price between performance obligations based on the customer's ability to benefit from the services provided at the inception of contract, including estimating the stand-alone selling price of each performance obligation; and 5) determining the timing of revenue recognition, specifically for contracts with multiple performance obligations and where there is a variable transaction price based on the number of exam scripts, there is judgement in the determination that the provision of technology is a right-to-access arrangement and therefore should be recognised over time. The factors considered in making this judgement were the nature of services provided, including hosting, ongoing maintenance and system support.
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DJ RM plc: Final Results for the year ended 30 November 2025 -10-
. 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 GBP6.8m 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 GBP0.05m lower. If the margin was 10% higher, revenue would be GBP0.1m 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 GBP20.1m is set out in Note 14.
. Classification of adjusting items - A number of judgements are made in identifying costs and income as adjusting items. The factors considered in making this judgement are the size or nature of the adjustment and their impact on the segment. These are fully set out in Note 3.
. Recognition of internally generated intangible assets - The Group applies judgement in determining whether research and development costs incurred in the year meet the qualifying criteria set out in IAS 38 for the capitalisation of development costs. Only when these criteria are considered to have been met does the Group recognise the related internally generated intangible assets. Particular uncertainty concerns whether the asset will generate probable future economic benefits. This judgement is based on budgets and forecasts produced by management, and historic take up of contract extensions or additional scope work with current customers. The Group recognised GBP8.1m of internally generated intangible assets in the year.
. Deferred tax liability on pension surplus - The Group has chosen to classify the deferred tax liability arising from its pension surplus within the net deferred tax balance (see Note 6) rather than showing it net of the pension surplus (see Note 14). The Group does not plan to withdraw any of the surplus and therefore considers separation of the related deferred tax liability from the pension surplus to be appropriate.
2. Operating segments
The Group's business is supplying products, services and solutions to the UK and international education markets. The Chief Executive is the Chief Operating Decision Maker. Information reported to the Chief Executive for the purposes of resource allocation and assessment of segmental performance is by division.
The Group is structured into three operating divisions: RM TTS, RM Assessment and RM Technology. RM Consortium was classified as discontinued operations in 2024 and therefore ceased to be a reportable segment.
The Chief Operating Decision Maker reviews segments at an adjusted operating profit level. Adjustments are not allocated to segments. A full description of each revenue-generating division, together with comments on its performance and outlook, is given in the Strategic Report. Corporate Services consists of central business costs associated with being a listed company and non-division-specific pension costs.
The segmental analysis below shows the result and assets by division. Revenue is that earned by the Group from third parties. Net financing costs and tax are not allocated to segments as the funding, cash and tax management of the Group are activities carried out by the central treasury and tax functions.
Segment results from continuing operations
RM
RM Assessment RM Technology Corporate Services Total
Year ended 30 November 2025 TTS1
GBP000 GBP000 GBP000 GBP000
GBP000
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 4,188 10,889 3,539 (7,166) 11,450
operations
Finance income 1,084
Finance costs (7,021)
Adjusted profit before tax 5,513
Adjustments (see Note 3) (2,301)
Profit before tax 3,212
1 Included in UK are International Sales via UK Distributors of GBP0.6m.
RM RM Assessment RM Technology Corporate Services Total
TTS1
Year ended 30 November 2024
GBP000 GBP000 GBP000 GBP000
GBP000
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 5,356 6,944 3,550 (7,255) 8,595
operations
Finance income 851
Finance costs (7,007)
Adjusted profit before tax 2,439
Adjustments (see Note 3) (14,556)
Loss before tax (12,117)
1 Included in UK are International Sales via UK Distributors of GBP0.9m.
Segmental assets
RM
RM Assessment RM Technology Corporate Services Total
TTS
GBP000 GBP000 GBP000 GBP000
GBP000
At 30 November 2025
Segmental 37,503 31,503 11,046 29,948 110,000
Other 35,114
Total assets 145,114
RM
RM Assessment RM Technology Corporate Services Total
At 30 November 2024 TTS
GBP000 GBP000 GBP000 GBP000
GBP000
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DJ RM plc: Final Results for the year ended 30 November 2025 -11-
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 GBP62.7m (2024: GBP54.9m) located in the United Kingdom, GBP4.8m (2024: GBP5.2m) located in Australia and GBP0.8m (2024: GBP1.0m) located in India. Other non-segmented assets include defined benefit pension surplus, tax assets, and cash and short-term deposits. Goodwill is included within the Corporate Services segment.
3. Alternative performance measures
As set out in Note 1, the Group uses alternative performance measures that the Board believes reflects the trading performance of the Group, and it is these adjusted measures that the Board uses as the primary measures of performance measurement during the year.
Adjustments
Adjustments are items that are identified by virtue of their size, nature and incidence to be important to understanding the performance of the business including the comparability of the results year-on-year. These items can include (but are not restricted to) impairments, restructuring and acquisition costs, the gain/loss on sales of assets and related transaction costs, and the gain/loss on sale of operations.
Year ended 30 November 2025 Year ended 30 November 2024
Continuing Discontinued Total Continuing Discontinued Total
operations operations operations operations
GBP000 GBP000
GBP000 GBP000 GBP000 GBP000
Adjustments to administrative
expenses
Amortisation of
acquisition-related intangible (a) (237) - (237) (369) - (369)
assets
Impairment of RM TTS goodwill (b) - - - (9,286) - (9,286)
Impairment reversal of RM (c) - - - - 505 505
Consortium assets
Restructuring costs (d) (1,830) - (1,830) (4,591) - (4,591)
Consortium pension costs (e) (234) - (234)
Independent business review (f) - - - (10) - (10)
related costs
Cost of GMP conversion (see (g) - - - (300) - (300)
Note 14)
Total adjustments (2,301) - (2,301) (14,556) 505 (14,051)
Tax impact (see Note 6) 278 - 278 884 (126) 758
Total adjustments after tax (2,023) - (2,023) (13,672) 379 (13,293)
The following costs and income were identified as adjusted items:
(a) Amortisation of acquired intangibles is included within adjustments because it relates to historical business combinations and does not reflect the Group's ongoing trading performance. This practice is common among peer companies across the technology sector. The income generated from the use of these intangible assets is, however, part of ongoing trading performance and so is included in the adjusted profit measures.
(b) An impairment of the goodwill allocated to the RM TTS cash generating unit was recognised in 2024 (see Note 10).
(c) Following the announcement of the closure of the Consortium business and the subsequent termination of the ERP replacement programme in 2023, management performed an impairment review resulting in the Group recognising a total impairment charge of GBP38.9m including GBP2.8m for inventory write-downs to net realisable value. During 2024, the Group wrote back GBP0.5m of inventory provisions previously recognised in 2023.
(d) Restructuring costs of GBP1.8m (2024: GBP4.6m) 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 GBP0.9m of redundancy costs (of which GBP0.9m were paid during the year), GBP0.8m of professional fees and contractor costs, and GBP0.5m of staff costs, offset by a GBP0.1m reversal of impairments and provisions for properties exited in FY24 following termination of leases, and a GBP0.3m reversal of other costs.
(e) Ongoing costs for the CARE pension scheme are presented as an adjusting item within continuing operations as they are not related to the underlying trading operations of the Group, following the discontinuation of the Consortium business.
(f) Independent Business Review related costs undertaken on behalf of the lenders and pension scheme.
(g) Pension past service cost of Guaranteed Minimum Pension (GMP) conversion relating to the RM Scheme.
Adjusted profit measures
Adjusted operating profit is defined as the profit from continuing operations before excluding the adjustments referred to above. Operating margin is defined as the operating profit as a percentage of revenue.
The above adjustments have the following impact on key metrics:
Year ended 30 November 2025 Year ended 30 November 2024
Statutory Adjustment Adjusted Statutory Adjustment Adjusted
measure measure measure measure
GBP000 GBP000
GBP000 GBP000 GBP000 GBP000
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 395 237 158 9,729 9,655 74
intangible assets
Depreciation and impairment of 3,770 (81) 3,851 5,237 824 4,413
property, plant and equipment
EBITDA 13,314 (2,145) 15,459 9,005 (4,077) 13,082
Share-based payments 1,005 - 1,005 644 - 644
EBITDA excluding share-based payments1 14,319 (2,145) 16,464 9,649 (4,077) 13,726
Earnings per share from continuing
operations (see Note 8)
Basic (Pence) 2.6 - 4.9 (4.6) - 11.8
Diluted (Pence) 2.5 - 4.9 (4.6) - 11.7
1 Adjusted EBITDA has been amended to exclude share-based payment charges or credits on the basis they are non-cash. The comparative has accordingly been restated.
The impact of tax is set out in Note 6.
Cash conversion (adjusted)
Cash conversion (adjusted) is defined as adjusted cash flow from operating activities1 divided by adjusted operating profit.
Year ended 30 November 2025 Year ended 30 November 2024
Statutory Adjustment Adjusted Statutory Adjustment Adjusted
Measure measure Measure measure
GBP000 GBP000
GBP000 GBP000 GBP000 GBP000
Net cash generated from/(used by) 7,544 (2,325) 9,869 8,374 (5,242) 13,616
operating activities
Profit/(loss) from operations 9,149 (2,301) 11,450 (5,961) (14,556) 8,595
Cash conversion 82% 86% (140)% 158%
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