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Building momentum

Annual report and financial statements for the year ended 30 November 2025

Overview

Overview

Highlights of the year
RM at a glance	02
Building Momentum	04
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

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
2025	2024	2023
£95.5m	£95.7m	£40.8m

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
Profit
Profit before tax	£3.2m	-£12.1m	-£41.2m

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
Digital Platform revenue	17.3%	12.0%

RM plc | Annual report and financial statements 2025 rm.com 03

Overview Strategic Report Corporate governance Financial statementsand 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 | Annual report and financial statements 2025 04

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.

Division	Description	Revenue	Adjusted operating profit margin
Assessment	A global partner in platform delivery of digital assessment and exam marking solutions for accreditors, educators, and learners.	£47.6m (2024: £39.7m)	22.9% (2024: 17.5%)
Technology	A provider of IT managed services and value-added IT reseller solutions to schools, authorities, and trusts.	£67.3m (2024: £72.4m)	6.2% (2024: 7.4%)
TTS	A developer and supplier of award- winning innovative curriculum aligned learning resources.	£47.2m (2024: £54.0m)	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 | 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 | Annual report and financial statements 2025 06

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

Strategic Report

Corporate governance

Financial statements

RM plc | Annual report and financial statements 2025 rm.com 07

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.

RM plc | 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 Strategic Report Corporate governance Financial statements Overview Strategic Report Corporate governance Financial statements RM plc | Annual report and financial statements 2025 rm.com 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 | 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 RM plc | Annual report and financial statements 2025 rm.com 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 | 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 | 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

RM plc | Annual report and financial statements 2025 14

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

RM plc | Annual report and financial statements 2025 rm.com 15

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

RM plc | Annual report and financial statements 2025 16

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.

RM plc | Annual report and financial statements 2025 rm.com 17

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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Overview Strategic Report Corporate governance Financial statements

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 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.

Assessment Contracted Order Book	Adjusted EBITDA
£95.5m	£16.5m (19.9% up versus prior year)

Overview Strategic Report Corporate governance Financial statements

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. RM plc | Annual report and financial statements 2025 rm.com 19

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

RM plc | Annual report and financial statements 2025 20

RM plc | Annual report and financial statements 2025 20 Overview Strategic Report Corporate governance Financial statements RM plc | Annual report and financial statements 2025 rm.com 21

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

RM plc | Annual report and financial statements 2025 22 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.
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

RM plc | Annual report and financial statements 2025 rm.com 23

RM plc | Annual report and financial statements 2025 24

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

Strategic Report Corporate governance Financial statements

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 | Annual report and financial statements 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 | Annual report and financial statements 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 | 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

Strong financial discipline

Revenue

Definition
• Revenue from continuing operations.
| 2025 | 2024 | 2023¹ |
| :--- | :--- | :--- |
| £162.1m | £166.1m | £175.9m |

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 | 2024² | 2023¹‚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.

RM plc | Annual report and financial statements 2025 28 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.

2025	2024
17.3%	12.0%

Adjusted diluted EPS

Definition
• Earnings per share from continuing operations, stated after adjusting items, diluted by the number of share options outstanding.

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.

2025	2024	2023¹
4.9p	11.7p	(4.9)p

¹ 2023 has been restated to exclude the operating loss of RM Consortium, which is now presented within discontinued operations.

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

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.

RM plc | 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

2025	2024	2023
£45,663	£43,851	£42,276

RM TTS Average revenue per customer

| UK | International |
| :--- | :--- | :--- |
| £1,115 | £1,052 | £1,012 |
| 2025 | 2024 | 2023 |

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

| UK | International |
| :--- | :--- | :--- |
| 410 | 44,192 | 49,529 |
| 2025 | 2024 | 2023 |
| 473 | 49,491 | 543 |

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 | 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)

	2025	2024	2023
RM Adjusted operating margin	7.5%	6.6%	1.3%
RM TTS Adjusted operating margin	6.2%	7.4%	7.8%
RM Technology Adjusted operating margin	22.9%	17.5%	24.2%

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

	2025	2024	2023
Employee natural attrition	13%	15%	22%
Employee engagement score	69%	65%	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.

RM plc | Annual report and financial statements 2025 rm.com 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 | Annual report and financial statements 2025 32

Overview Strategic Report Corporate governance Financial statements Overview Strategic Report Corporate governance Financial statements RM plc | Annual report and financial statements 2025 rm.com 33

FY25 was a ‘Year of Building Momentum’ for RM with the benefits of previous activity starting to show through in the financial results. The clearest indication of the momentum that has been building in RM over the past 3 years is that FY25 sees the Company return to posting a Profit Before Tax (£3.2m), for the first time since FY21. The standout performance in FY25 came from the Assessment Division, with a 19.9% growth in total revenues and a 56.8% increase in adjusted operating profit. Unfortunately, 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 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.

Chief Financial Officer’s statement

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 | 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)
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 | 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)	FY25	FY24
Amortisation of acquisition-related intangible assets	0.2	0.4
Impairment of RM TTS goodwill$^1$	1	-
Reversal of impairment of RM Consortium assets$^2$	2	-
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.

RM plc | Annual report and financial statements 2025 36

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.

RM plc | Annual report and financial statements 2025 rm.com 37

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

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

Chief Financial Officer’s statement continued

RM plc | Annual report and financial statements 2025 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

RM plc | Annual report and financial statements 2025 rm.com 39

RM plc | Annual report and financial statements 2025 40

Risk management framework

The management of the business and the execution of the Company’s strategy are subject to a wide range of risks. 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
• 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.

Divisional boards
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

RM plc | Annual report and financial statements 2025 40 Overview Strategic Report Corporate governance Financial statements

RM plc | Annual report and financial statements 2025 rm.com 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.

RM plc | Annual report and financial statements 2025 rm.com 41

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.	Year-on-year trend: Growth, Customer experience excellence, RM Ava development, People investment, Financial discipline
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.	Increasing risk, Decreasing risk, Unchanged from previous year

Principal risks and uncertainties

RM plc | Annual report and financial statements 2025 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.

RM plc | Annual report and financial statements 2025 rm.com 43

Principal risks and uncertainties continued

Potential impacts	Current mitigation	Planned mitigation
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.

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.

RM plc | Annual report and financial statements 2025

rm.com 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.

RM plc | Annual report and financial statements 2025 46

Financial viability statement

Overview Strategic Report Corporate governance Financial statements

Viability assessment

The Company has considered the following scenarios for financial 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.

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.

RM plc | Annual report and financial statements 2025 rm.com 47

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.

RM plc | Annual report and financial statements 2025 48

Financial viability statement continued

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	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;

RM plc | Annual report and financial statements 2025 rm.com 49
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.

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.

RM plc | Annual report and financial statements 2025 50 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.

RM plc | Annual report and financial statements 2025 rm.com 51
RM plc | Annual report and financial statements 2025 rm.com 51

Figure 1: UN Sustainable Development Goals for Environment

Goal	Description
Climate Action	• Achieve net zero carbon; • Plan for climate resilience.
Life Below Water	• Remove hazardous content in products; • Prevent leakage and spillage of substances.
Life on Land	• Sustainable products and materials; • Support reforestation and biodiversity.
Responsible Consumption and Production	• Reduce material consumption; • Re-use, re-manufacture or recover products and materials.
Affordable and Clean Energy	• Energy efficiency; • Renewable energy; • Renewable energy purchasing.
Life Below Water (Continued)	• Eradicate single-use plastic; • Buy ocean-bound plastics and bio- and recycled plastics.

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.# RM plc | Annual report and financial statements 2025

52 Sustainability report continued

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

RM plc | Annual report and financial statements 2025
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
Likelihood	Very low (negligible)	Low (minor)	Medium (moderate)	High (major)	Very high (catastrophic)
Very likely
Likely
Possible
Unlikely
Very unlikely
High
Low
Medium

Table 4 TCFD risk assessment criteria

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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).

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Task Force on Climate-related Financial Disclosures continued
Overview Strategic Report Corporate governance Financial statements

Risk type	Summary statement	Risk/Opportunity description	Scenario
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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Risk	Mitigations	1.6°C by 2050	2.7°C by 2050
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.

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

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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	1% profit per year immediately	5% profit per year immediately	20% profit per year from 2040
7	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
8	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	Increase tender win rate by 20% above predictions
9	Environmental performance of products and services are not as highly sought after by customers. Tender wins 10% above predictions
10	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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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 $\text{CO}_2\text{e}$ 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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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.

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.

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.

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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 | Source | Country | Units | FY25 | FY24 | % change | Baseline 1 | % change |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| Scope 1 | 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 | 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 | 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 | | kWh | 2,276,659 | 1,993,233 | 14% | 8,038,538 | -72% |
| | Total Overseas (kWh) | | 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.

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

Scope	Source	Country	Tonnes $\text{CO}_2\text{(e)}$	% Change year on year	FY24 Tonnes $\text{CO}_2\text{(e)}$	Baseline $\text{Tonnes CO}_2\text{(e)}$	% Change from baseline
Scope 1	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 $\text{CO}_2\text{e}$		53	-47%	100	796	-93%
Scope 2	Electricity	UK	43	-9%	48	1,892	-98%
	Electricity	India	206	-7%	222	791	-74%
	Electricity	Australia	-	-	-
	Total scope 2 tonnes $\text{CO}_2\text{e}$		249	-8%	270	2,683	-91%
Scope 3	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 $\text{CO}_2\text{e}$		36,217	-37%	57,819	21,624	67%
	Total UK ($\text{tCO}_2\text{e}$)		36,188	-37%	57,812	24,212	49%
	Total Overseas ($\text{tCO}_2\text{e}$)		331	-12%	377	891	-63%
	Total ($\text{tCO}_2\text{e}$)		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.

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 $\text{CO}_2\text{e}$/£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.

RM plc | Annual report and financial statements 2025 64 Environmental metrics continued Overview Strategic Report Corporate governance Financial statements RM plc | Annual report and financial statements 2025 rm.com 65

Our people

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
RM engagement survey 2025	32	82%	69%
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

RM plc | Annual report and financial statements 2025 66 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 RM plc | Annual report and financial statements 2025 rm.com 67

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. RM plc | Annual report and financial statements 2025 68 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. RM plc | Annual report and financial statements 2025 rm.com 69

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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RM plc | Annual report and financial statements 2025 rm.com 71

Reporting Area	Policies and related	Due Diligence and Outcomes
Principal risks
Environmental	Environmental Policy (pages 49 to 53)	RM risks relating to the environment are detailed in the aforementioned sections of climate-related risks across the whole business.
	Climate-related Financial Disclosures (pages 62 to 64)
Employees	Equity, Diversity and Inclusion Policy (page 70)	RM reflects diversity and health and safety risks in the People risk section on pages 43 to 45.
	Health and Safety Policy (page 70)
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)	RM considers these risks with its suppliers on page 44 and Data and Business continuity on page 43.
	Data Protection Policy (page 69)
	Supplier Code of Conduct (page 70)
Anti-Corruption and Anti-Bribery	Anti-Bribery Policy (pages 68)	RM reflects anti-bribery and corruption risks in its Operational execution risk on page 43.
	Anti-Money Laundering Policy (page 69)
	Share Dealing Code (page 70)

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.

RM plc | Annual report and financial statements 2025 72 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.

RM plc | Annual report and financial statements 2025 rm.com 73 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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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
RM plc | Annual report and financial statements 2025 rm.com 75

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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RM plc | Annual report and financial statements 2025 rm.com 77

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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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	71%
Male	29%
Executive
Independent Non-Executive	100%
Chair – independent on appointment
0-2 years	29%
2-5 years	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 RM plc | Annual report and financial statements 2025 rm.com 81 Corporate Governance Report

1. Board leadership and Company purpose

Section and page	Description
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	Description
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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3. Composition, succession and evaluation

Section and page	Description
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	Description
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	Description
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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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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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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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				$\bullet$	$\bullet$	$\bullet$	$\bullet$
Governance, Risk and Regulatory	$\bullet$			$\bullet$
Technology		$\bullet$
Digital product management		$\bullet$
Finance			$\bullet$		$\bullet$
Chief Executive and Leadership Experience		$\bullet$
Education sector							$\bullet$
M&A/Restructuring
International
Stakeholder/Investor Relations/IP	$\bullet$

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 lay out 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, objectives 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	Committee action:
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 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.
* 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.	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.

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

RM plc | Annual report and financial statements 2025 96In 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 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.

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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:
* Within the Treasury and Payroll functions; and
* 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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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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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
Name	2025	2024	2025	2024	2025	2024	2025	2024	2025
Executive
Mark Cook 2	386	372	10	10	108	308	365	-	15
Simon Goodwin	288	280	10	10	80	232	125	-	17
Non-Executive
Helen Stevenson	154	149	-	-	-	-	-	-	-
Richard Smothers	53	52	-	-	-	-	-	-	-
Jamie Murray Wells	53	48	-	-	-	-	-	-	-
Carolyn Dawson	53	48	-	-	-	-	-	-	-
Christopher Humphrey	51	53	-	-	-	-	-	-	-
Total	1038	1002	20	20	188	540	490	0	32

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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FY25 Annual bonus metrics

Metric	Overall weighting (% of max bonus)	Threshold (20% vesting)	On-target (50% vesting)	Stretch (100% vesting)	Performance outcome	Vesting attained (% of this part)
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	0%
Transformation objectives	33.3%	Remuneration Committee assessment	Remuneration Committee assessment	Remuneration Committee assessment	Remuneration Committee assessment	17.7%
Total vesting (% of maximum bonus)						30.2%

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	1 December 2022 to 30 November 2025 (two- month averaging)	Above upper quartile	100%
		25% vesting for median performance
		100% vesting for upper quartile performance or greater
		Straight-line vesting between these points
Absolute TSR	60%	25% vesting at 120 pence	1 December 2022 to 30 November 2025 (two- month averaging)	111 pence	0%
		100% vesting 195 pence
		Straight-line vesting between these points
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
Simon Goodwin	29 Aug 2023	300,000	40%	120,000	£125,400

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.

Thirty 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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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$^4$	David Brooks	133	0%	0%
	Neil Martin	628	35.8%	38.5%
2022	Neil Martin	405	0%	0%
2023$^5$	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 November 30, 2025 November 30, 2024 November 30, 2023 November 30, 2022

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

	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	n/a	n/a
Annual Bonus	n/a	n/a	n/a	n/a
Jamie Murray Wells Base Pay/Fees	9.7%	1218.8%	n/a	n/a
Taxable Benefits	n/a	n/a	n/a	n/a
Annual Bonus	n/a	n/a	n/a	n/a
Carolyn Dawson Base Pay/Fees	9.7%	1218.8%	n/a	n/a
Taxable Benefits	n/a	n/a	n/a	n/a
Annual Bonus	n/a	n/a	n/a	n/a
Christopher Humphrey Base Pay/Fees	(3.47)%	185.4%	n/a	n/a
Taxable Benefits	n/a	n/a	n/a	n/a
Annual Bonus	n/a	n/a	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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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 RM plc | Annual report and financial statements 2025 rm.com 109 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:

	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

RM plc | Annual report and financial statements 2025 116

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.RM plc | Annual report and financial statements 2025 rm.com 121

Directors’ duties statement

In this section

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

Financial Statements RM plc | Annual report and financial statements 2025 122

Overview

Strategic Report

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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Overview

Strategic Report

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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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:

	Full scope audit	Specific audit procedures
Revenue	92%	8%
Total assets	100%	0%
Profit before tax	99%	1%
Coverage achieved by our audit procedures	93%	6%

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Overview Strategic Report 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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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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Overview Strategic Report Corporate governance Financial statements

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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Overview Strategic Report Corporate governance Financial statements

Year ended 30 November 2025
| Adjusted £000 | Adjustments £000 | Total £000 |
| :--- | :--- | :--- |
| Year ended 30 November 2024 | | |
| Adjusted £000 | Adjustments £000 | Total £000 |
| Continuing operations | | |
| Revenue 3 | 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 5 | (51,664) | (2,301) | (53,965) | (58,156) | (5,270) | (63,426) |
| Other operating income 5 | 1,258 | - | 1,258 | - | - | - |
| Expected credit loss (charge)/credit | (16) | - | (16) | 98 | - | 98 |
| Impairment losses | - | - | - | - | (9,286) | (9,286) |
| Profit/(loss) from operations | 11,450 | (2,301) | 9,149 | 8,595 | (14,556) | (5,961) |
| Finance income 8 | 1,084 | - | 1,084 | 851 | - | 851 |
| Finance costs 9 | (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 10 | (1,296) | 278 | (1,018) | 7,366 | 884 | 8,250 |
| Profit/(loss) for the year from continuing operations | 4,217 | (2,023) | 2,194 | 9,805 | (13,672) | (3,867) |
| (Loss)/profit for the year from discontinued operations 11 | - | - | - | (1,249) | 379 | (870) |
| Profit/(loss) for the year | 4,217 | (2,023) | 2,194 | 8,556 | (13,293) | (4,737) |
| Earnings per ordinary share on continuing operations 12 | | | | | | |
| – 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 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 | 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 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 Strategic Report Corporate governance Financial statements

Consolidated statement of comprehensive income

Note	Year ended 30 November 2025 £000	Year ended 30 November 2024 £000
Profit/(loss) for the year	2,194	(4,737)
Items that will not be reclassified subsequently to profit or loss
Defined benefit pension scheme remeasurements 1	24	(2,429)
Tax on items that will not be reclassified subsequently to profit or loss 1	10	607
Items that are or may be reclassified subsequently to profit or loss
Fair value (loss)/gain on hedging instruments 2	(314)	12
Fair value loss on hedging instruments transferred to the income statement 2	252	412
Exchange (loss)/gain on translation of overseas operations 3	(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.
The notes on pages 139 to 185 form an integral part of these Financial Statements.

Consolidated balance sheet

Note	At 30 November 2025 £000	At 30 November 2024 £000
Non-current assets
Goodwill 14	29,036	29,172
Other intangible assets 15	14,249	6,818
Property, plant and equipment 16	6,585	7,249
Right-of-use assets 17	12,758	12,014
Defined benefit pension scheme surplus 24	20,093	20,498
Other receivables 20	353	245
Contract fulfilment assets 21	5,262	5,661
Deferred tax assets 10	8,734	8,479
	97,070	90,136
Current assets
Inventories 19	12,987	15,190
Trade and other receivables 20	26,050	21,723
Contract fulfilment assets 21	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 22	(41,895)	(41,897)
Provisions 23	(1,154)	(1,972)
Bank overdraft	-	(4,325)
	(43,049)	(48,194)
Net current assets	4,995	171
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	30,926	17,109
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
Hedging reserve	(31)	31
Translation reserve	(1,060)	(831)
Retained earnings	(9,333)	(10,738)
Total equity	30,926	17,109

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

RM plc | Annual report and financial statements 2025 134

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	1,917	27,080	(444)	94	(393)	(868)	(9,558)	17,828
Loss for the year	-	-	-	-	-	-	(4,737)	(4,737)
Other comprehensive income	-	-	-	-	424	37	2,912	3,373
Total comprehensive income/(expense)	-	-	-	-	424	37	(1,825)	(1,364)
Transactions with owners of the Company:
Share-based payments 28	-	-	-	-	-	-	644	644
Share-based payments - tax	-	-	-	-	-	-	1	1
At 30 November 2024	1,917	27,080	(444)	94	31	(831)	(10,738)	17,109
Profit for the year	-	-	-	-	-	-	2,194	2,194
Other comprehensive expense	-	-	-	-	(62)	(229)	(1,822)	(2,113)
Total comprehensive (expense)/income	-	-	-	-	(62)	(229)	372	81
Transactions with owners of the Company:
Issue of share capital 26	325	12,378	-	-	-	-	-	12,703
Share-based payments 28	-	-	-	-	-	-	1,005	1,005
Share-based payments - tax	-	-	-	-	-	-	28	28
At 30 November 2025	2,242	39,458	(444)	94	(31)	(1,060)	(9,333)	30,926

1 The capital redemption reserve arose from the repurchase of issued share capital. It is not distributable.
2 The Group hedging reserve arises from cash flow hedges entered into by the Group. The reserve is distributable in the entities in which it arises unless it relates to unrealised gains.
3 The Group translation reserve arises on consolidation from the unrealised movement of foreign exchange on the net assets of overseas entities. This reserve is not distributable.
4 The footnotes to the consolidated statement of 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.

RM plc | Annual report and financial statements 2025 rm.com 135

Consolidated cash flow statement

Note	At 30 November 2025 £000	At 30 November 2024 £000
Profit/(loss) before tax from continuing operations	3,212	(12,117)
Loss before tax from discontinued operations 11	-	(1,160)
Finance income 8	(1,084)	(851)
Finance costs 9	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 14, 15	395	9,729
Depreciation and impairment of property, plant and equipment 16, 17	3,661	5,568
Impairment of inventory and other current assets 5	110	261
Amortisation of contract fulfilment asset 21	6,516	2,470
(Gain)/loss on disposal of property, plant and equipment 5	(4)	72
Loss on foreign exchange derivatives	252	412
Share-based payment charge 28	1,005	644
(Decrease)/increase in provisions	(340)	189
Defined benefit pension scheme past service cost 24	-	300
Defined benefit pension scheme administration cost 24	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 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	9,487	11,848
Cash paid for settlement of derivative instruments	(252)	(288)
Defined benefit pension scheme cash contributions 24	(1,355)	(4,270)
Tax (paid)/refunded	(336)	1,084
Net cash generated from operating activities	7,544	8,374
Investing activities
Interest received 8	6	100
Proceeds on disposal of property, plant and equipment	4	-
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	14,000	8,000
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	13,500	-
Equity raise - fees	## Cash flow statement

	Year ended 30 November 2025 £000	Year ended 30 November 2024 £000
Cash flows from financing activities
Proceeds from issue of share capital	12,703	-
Proceeds from new borrowings	1,218	4,058
Interest paid	(1,118)	(1,639)
Repayment of leasing liabilities - capital element	(2,457)	(3,058)
Repayment of leasing liabilities - interest element	(403)	(315)
Net cash generated from/(used by) financing activities	10,043	(816)
Net increase/(decrease) in cash and cash equivalents	3,642	(4,038)
Cash and cash equivalents at the beginning of the year	3,871	8,062
Effect of foreign exchange rate changes	(117)	155
Cash and cash equivalents at the end of the year	7,396	3,871
Cash at bank	7,396	8,196
Bank overdraft	-	(4,325)
Cash and cash equivalents at the end of the year	7,396	3,871

The notes on pages 139 to 185 form an integral part of these Financial Statements.

RM plc | Annual report and financial statements 2025 136

Company balance sheet

Note	At 30 November 2025 £000	At 30 November 2024 £000
Non-current assets
Investments	18	56,402
Deferred tax assets	10	6,077
	62,479	60,565
Current assets
Trade and other receivables	20	111
Total assets		62,590
Current liabilities
Trade and other payables	22	(32,686)
	(32,686)	(38,369)
Net current liabilities	(32,686)	(38,258)
Non-current liabilities
Borrowings	25	(56,742)
	(56,742)	(55,524)
Total liabilities	(89,428)	(93,893)
Net liabilities	(26,938)	(33,217)
Equity attributable to shareholders
Share capital	26	2,242
Share premium account	26	39,458
Own shares	27	(444)
Capital redemption reserve		94
Retained earnings		(68,338)
Total equity		(26,938)

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 £1,077,000 (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

RM plc | Annual report and financial statements 2025 rm.com 137

Overview

Strategic Report

Corporate governance

Financial statements

Company statement of changes in equity

Note	Share capital £000	Share premium £000	Own shares £000	Capital redemption reserve £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
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	-	-	-
Share-based payments	28	-	-	-	-	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.

RM plc | Annual report and financial statements 2025 138

Corporate governance

Financial statements

Overview

Strategic Report

rm.com

RM plc | Annual report and financial statements 2025 139

Notes to the financial statements

1. General information

RM plc (the Company) is a public company, limited by shares, incorporated in England and Wales and listed on the London Stock 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, Abingdon, Oxfordshire OX14 4SE.

2. Accounting policies

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.

Basis of preparation

The Financial Statements have been prepared in accordance with UK-adopted international accounting standards in conformity with the requirements of the Companies Act 2006. They are prepared on a historical cost basis except for certain financial instruments, share-based payments, and pension assets and liabilities which are measured at fair value. In addition, assets held for sale are stated at the lower of previous carrying amount and the fair value less costs to sell.

The preparation of Financial Statements, in conformity with generally accepted accounting principles, requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the Financial Statements and affect the reported amounts of revenues and expenses during the reporting period. Although these estimates are based on the Directors’ best knowledge of current events and actions, actual results ultimately may differ from the estimates.

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 balance sheet.

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 (continued)

140 RM plc | Annual report and financial statements 2025

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, 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 RM plc | Annual report and financial statements 2025 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 Financial Statements.

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.

Consolidation

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 commences until the date that control ceases.

Investment in subsidiaries

In the Company accounts, investments in subsidiaries are stated at cost less any provision for impairment where appropriate.# Business combinations

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 the issue of debt or equity securities, are expensed as incurred.

Discontinued operations

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
142 RM plc | Annual report and financial statements 2025

line on the face of the income statement, separate from the other results of the Group. The income statement for the comparative periods is restated to show the discontinued operations.

Revenue

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 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
144 RM plc | Annual report and financial statements 2025

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 shown net.

Intangible assets

All intangible assets, except goodwill, are stated at cost less accumulated amortisation and any accumulated impairment losses.

Goodwill

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 reversed in a subsequent period.

Research and development costs

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 have not yet commenced amortisation, as explained further below.

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:

Asset	Useful Lives
Customer relationships	3 – 5 years
Brands	15 years
Intellectual property and database assets	3 – 10 years
Other software assets	2 – 8 years

Property, plant and equipment

Property, plant and equipment assets are stated at cost less 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:

Asset Category	Useful Life
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 rm.com RM plc | Annual report and financial statements 2025 145

Impairment of tangible and intangible assets 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 impairment loss is recognised as income immediately.

Financial instruments

Trade and other receivables

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 reviewed for impairment at each balance sheet date.

Cash and cash equivalents

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 the Group’s cash management.

Borrowings

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 amortised cost using the effective interest method.

Trade and other payables

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 effective interest method.

Derivative financial instruments

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. Fair value measurements are classified using a fair value hierarchy.

Cash flow hedges

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 146 RM plc | Annual report and financial statements 2025

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 fair value are recognised immediately in profit or loss.

Inventories

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 moving and defective items where appropriate.

Provisions

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 future date.

Leases

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 lease term.

Share-based payments

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 subsidiary.

Employee benefits

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 rm.com RM plc | Annual report and financial statements 2025 147

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 Statements.

Own shares held

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 weighted average cost of those shares.

Translation reserve

The translation reserve comprises all foreign exchange differences from the translation of the Financial Statements of foreign operations. This is not distributable.

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.

Taxation

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. Deferred taxation is accounted for using the balance sheet 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 temporary difference will not reverse in the foreseeable future. Current tax balances are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities. Deferred tax assets are recognised to the extent that it is probable 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 to settle its current tax assets and liabilities on a net basis.

Foreign currencies

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. The functional currency of the Company is pounds sterling.

Dividends

Dividends are recognised as a liability in the period in which the shareholders’ right to receive payment has been established.

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.

Critical accounting judgements

Going concern – In concluding the going concern assessment was appropriate, the Directors have made a number of significant judgements as set out above.
Revenue from RM Assessment contracts – A number of contracts were entered into or renewed in the year, which together contributed £3.2m of revenue. Judgements have been made which impact on the quantum and timing of revenue recognition. These include: 1) determining the implied start date of the contract when services commence prior to a contract being signed, this judgement being based on the point at which the Group has an enforceable right to payment for goods or services provided; 2) identifying the term of the contract and specifically whether this period is reduced based on the ability of the customer to terminate without incurring a substantive cost; 3) identifying the distinct performance obligations in the contracts based on the goods and services being provided, specifically whether programme management, integration, development, enhanced software and hosting services are distinct; 4) allocating the transaction price between performance obligations based on the customer’s ability to benefit from the services provided at the inception of contract, including estimating the stand-alone selling price of each performance obligation; and 5) determining the timing of revenue recognition, specifically for contracts with multiple performance obligations and where there is a variable transaction price based on the number of exam scripts, there is judgement in the determination that the provision of technology is a right-to-access arrangement and therefore should be recognised over time. The factors considered in making 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 pension surplus to be appropriate.

Corporate governance Financial statements Overview Strategic Report rm.com RM plc | Annual report and financial statements 2025 149

3. Revenue

Revenue by reportable segment for continuing operations

	RM TTS	RM Technology	RM Assessment	RM Transactional 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
Total	67,221	19,650	27,571	47,627	162,069

	RM TTS	RM Technology	RM Assessment	RM Transactional 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
Total	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 Technology Over Time	RM Assessment Over Time	Total 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 Technology	RM Assessment	Total
Over Time	£000	£000	£000
Year ended 30 November 2024
< 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. These elements have been excluded from the figures in the table above as they are not contracted.

4. 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 TTS £000	RM Assessment £000	RM Technology £000	Corporate Services £000	Total £000
Year ended 30 November 2025
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 TTS £000	RM Assessment £000	RM Technology £000	Corporate Services £000	Total £000
Year ended 30 November 2024
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 TTS £000	RM Assessment £000	RM Technology £000	Corporate Services £000	Total £000
At 30 November 2025
Segmental	37,503	31,503	11,046	29,948	110,000
Other	35,114
Total assets	145,114

	RM TTS £000	RM Assessment £000	RM Technology £000	Corporate Services £000	Total £000
At 30 November 2024
Segmental	40,328	20,985	8,783	30,885	100,981
Other	37,520
Total assets	138,501

Included within the disclosed segmental assets are non-current assets (excluding defined benefit pension surplus and deferred tax assets) of £62.7m (2024: £54.9m) located in the United Kingdom, £4.8m (2024: £5.2m) located in Australia and £0.8m (2024: £1.0m) located in India. Other non-segmented assets include defined benefit pension surplus, tax assets, and cash and short-term deposits. Goodwill is included within the Corporate Services segment.

Notes to the continued financial statements

152 RM plc | Annual report and financial statements 2025

5. Profit/(loss) from operations

Operating expenses of continuing operations comprise:

	Year ended 30 November 2025 £000	Year ended 30 November 2024 £000	Note
Operating expenses	53,965	63,426
Other operating income	(1,258)	-
Expected credit loss charge/(credit)	-	9,286	16
Impairment losses	-	52,723	6
Total	52,723	72,614

Analysed by function:

	Year ended 30 November 2025 £000	Year ended 30 November 2024 £000
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	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 30 November 2025 £000	Year ended 30 November 2024 £000	Note
Impairment of goodwill – charged in operating expenses	-	9,286	6, 14
Impairment of property, plant and equipment – charged in operating expenses	-	186	16
(Impairment reversal)/impairment of right-of-use assets – charged in operating expenses	(81)	638	17
Amortisation of other intangible assets – charged in cost of sales	112	21	15
Amortisation of other intangible assets – charged in operating expenses	283	422	15
Depreciation of property, plant and equipment – charged in cost of sales	762	649	16
Depreciation of property, plant and equipment – charged in operating expenses	773	1,056	16
Depreciation of right-of-use assets – charged in operating expenses	2,316	2,708	17
Depreciation of right-of-use assets – charged in discontinued operations	-	331	17
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	63,127	63,617	7
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 30 November 2025 £000	Year ended 30 November 2024 £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
Total	1,272	956

¹ Fees for other services comprises a review of compliance with the banking facility covenants.

6. Alternative performance measures

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 operations £000	Discontinued operations £000	Total £000	Continuing operations £000
Adjustments to administrative expenses
Amortisation of acquisition-related intangible assets (a)	(237)	-	(237)	(369)
Impairment of RM TTS goodwill (b)	-	-	-	(9,286)
Impairment reversal of RM Consortium assets (c)	-	-	-	-
Restructuring costs (d)	(1,830)	-	(1,830)	(4,591)
Consortium pension costs (e)	(234)	-	(234)	-
Independent business review related costs (f)	-	-	-	(10)
Cost of GMP conversion (see Note 24) (g)	-	-	-	(300)
Total adjustments to administrative expenses	(2,301)	-	(2,301)	(14,556)
Total adjustments	(2,301)	-	(2,301)	(14,556)
Tax impact (see Note 10)	278	-	278	884
Total adjustments after tax	(2,023)	-	(2,023)	(13,672)

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 measure	Adjusted measure
	£000	£000
Revenue	162,069	-
Profit/(loss) from operations	9,149	(2,301)
Operating margin (%)	6%	7%
Profit/(loss) before tax	3,212	(2,301)
Tax	(1,018)	278
Profit/(loss) after tax	2,194	(2,023)
Profit/(loss) from operations	9,149	(2,301)
Amortisation and impairment of intangible assets	395	237
Depreciation and impairment of property, plant and equipment	3,770	(81)
EBITDA	13,314	(2,145)
Share-based payments	1,005	-
EBITDA excluding share-based payments¹	14,319	(2,145)
Earnings per share from continuing operations (see Note 12)
Basic (Pence)	2.6	-
Diluted (Pence)	2.5	-

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 Measure	Adjustment measure
	£000	£000
Net cash generated from/(used by) operating activities	7,544	(2,325)
Profit/(loss) from operations	9,149	(2,301)
Cash conversion (%)	82%	86%

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
Add: bank overdraft	-	4,325
Less: cash and cash equivalents	(6,166)	(8,196)
Adjusted net debt	50,576	51,653

7. Staff numbers and costs The average number of persons (including Directors) employed by the Group during the year was as follows:

	Year ended 30 November 2025	Year ended 30 November 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 operations	Discontinued operations
	£000	£000
Wages and salaries	54,178	-
Termination costs	340	-
Social security costs	5,361	-
Pension costs (Note 24)	2,243	-
Share-based payments expense (Note 28)	1,005	-
	63,127	-

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 Executive management team, is set out in Note 32.

Notes to the continued financial statements 156 RM plc | Annual report and financial statements 2025

8. Finance income

	Year ended 30 November 2025	Year ended 30 November 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
		1,084

9. Finance costs

	Year ended 30 November 2025	Year ended 30 November 2024
Note	£000	£000
Borrowing facilities arrangement fees and commitment fees	875	1,209
Unwinding of discount on provisions	23	58
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

10. Tax

Analysis of tax charge/(credit) in the consolidated income statement

	Year ended 30 November 2025	Year ended 30 November 2024
	£000	£000
Current taxation
UK corporation tax	75	71
Adjustment in respect of prior years	(55)	58
Foreign tax	618	487
Total current tax charge	638	616
Deferred taxation
Temporary differences	352	(9,218)
Adjustment in respect of prior years	42	48
Overseas tax	(14)	14
Total deferred tax charge/(credit)	380	(9,156)
Total consolidated income statement tax charge/(credit)	1,018	(8,540)
Included in continuing operations	1,018	(8,250)
Included in discontinued operations	-	(290)
	1,018	(8,540)

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 30 November 2025	Year ended 30 November 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 30 November 2025	Year ended 30 November 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
	Adjusted
Profit on ordinary activities before tax	5,513
Tax at 25% thereon	1,378
Effects of:
– Expenses not deductible for tax purposes	417
– Non-taxable income	(4)
– Other temporary timing differences: UK	(365)
– Other temporary timing differences: Overseas	(239)
– Effect of (profits)/losses in various overseas tax jurisdictions	58
– Prior period adjustments - UK	28
– Prior period adjustments - overseas	(41)
– Other	64
Tax charge/(credit) in the consolidated income statement	1,296

The tax impact on the adjustments set out in Note 6 is as follows:

	Continuing operations	Discontinued operations
	Charge	Tax credit
	£000	£000
Amortisation of acquisition-related intangible assets	(237)	(84)
Restructuring costs	(1,830)	(135)
Consortium pension costs	(234)	(59)
	(2,301)	(278)

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
£000	£000	£000	£000	£000	£000	£000
Loss on ordinary activities before tax	2,439	(14,556)	(12,117)	(1,665)	505	(1,160)
Tax at 25% thereon	610	(3,640)	(3,030)	(416)	126	(290)
Effects of:
– Expenses not deductible for tax purposes	323	2,714	3,037	-	-	-
– Non-taxable income	(4)	-	(4)	-	-	-
– Other temporary timing differences: UK	(146)	(6)	(152)	-	-	-
– Other temporary timing differences: overseas	564	58	622	-	-	-
– Effect of (profits)/losses in various overseas tax jurisdictions	(59)	(10)	(69)	-	-	-
– Previously recognised deferred tax now unrecognised	(9,032)	-	(9,032)	-	-	-
– Prior period adjustments: UK	176	-	176	-	-	-
– Prior period adjustments: overseas	(60)	-	(60)	-	-	-
– Other	262	-	262	-	-	-
Tax (credit)/charge in the consolidated income statement	(7,366)	(884)	(8,250)	(416)	126	(290)

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	£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

Deferred tax

The Group has recognised deferred tax assets as these are anticipated to be realised in future periods based on profit forecasts. The major deferred tax assets and liabilities recognised by the Group and the movements thereon are as follows:

	Defined-benefit pension scheme	Short-term timing differences	Acquisition- related intangible assets	Share-based payments	Accelerated depreciation	Losses	Total Group
£000	£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	£000
Deferred tax assets	8,734	8,479
At 30 November	8,734	8,479

Company

	Short-term timing differences	Losses	Total
£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 carry forwards.

Notes to the continued financial statements 160 RM plc | Annual report and financial statements 2025

11. Discontinued operations

On 24 November 2023, the Group announced its decision to close the RM Consortium business. By 30 November 2024, the RM Consortium business had completely ceased operations, and the results of the business are therefore presented within discontinued operations.

Results of discontinued operations

RM Consortium	Total
Year ended 30 November 2024
£000	£000
Revenue	996
Cost of sales	(1,212)
Gross loss	(216)
Operating expenses	(1,449)
Impairment write-backs	505
Loss before tax	(1,160)
Tax	290
Loss for the year from discontinued operations ¹	(870)

¹ Attributable to owners of the parent company.

Cash flows from discontinued operations

	Year ended 30 November 2025	Year ended 30 November 2024
£000	£000	£000
Net cash used in operating activities	-	(419)
Net cash used in investing activities	-	-
Net cash used in financing activities	-	-
	-	(419)

12. Earnings per share

	Year ended 30 November 2025	Year ended 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
£000	£000	£000
Profit/(loss) for the year
Continuing operations	4,217	(2,023)
Discontinued operations	-	-
Total	4,217	(2,023)
	Adjusted Total	Adjusted Total
Pence	Pence	Pence
Basic earnings per share
Continuing operations	4.9	2.6
Discontinued operations	-	-
Total	4.9	2.6
Diluted earnings per share
Continuing operations	4.9	2.5
Discontinued operations	-	-
Total	4.9	2.5

Potentially dilutive shares consist of shares that could be issued on exercise of outstanding share options (see Note 28).

Corporate governance Financial statements Overview Strategic Report rm.com RM plc | Annual report and financial statements 2025 161

13. Dividends

No dividends were paid in either the year ended 30 November 2025 or the year ended 30 November 2024. The Directors do not propose a final dividend for the year ended 30 November 2025 (2024: £nil).

14. Goodwill

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.

	Year ended 30 November 2025			Year ended 30 November 2024
Group £000	Pre-tax discount rate	Headroom/ (impairment)	Group £000	Pre-tax discount rate	Headroom/ (impairment)
RM TTS	22,347	14.2%	9,515	22,347	14.6%
RM Assessment	6,689	13.2%	87,486	6,825	14.5%

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

	RM TTS	RM Assessment
**RM plc	Annual report and financial statements 2025**	162

RM Assessment

The sensitivity of the RM Assessment carrying values to reasonably possible changes in key assumptions, including the reasonably possible downside risks applied as part of the going concern review, has been performed and would not cause the carrying value to exceed its recoverable amount. No reasonably possible change in the pre-tax discount rate or long-term growth rate would lead to an impairment and accordingly these sensitivities have not been provided.

Year ended 30 November 2024

The table below shows key assumptions used in the value-in-use calculations for the year ended 30 November 2024:

	RM TTS	RM Assessment
Pre-tax discount rate	14.6%	14.5%
Long-term growth rate	2.2%	2.2%

RM TTS

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

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RM plc | Annual report and financial statements 2025 163

15. Other intangible assets

	Intellectual property and other assets	Customer database	Software assets	Brands	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. Following a review, no impairment of this balance has been required.

Notes to the continued financial statements

164 RM plc | Annual report and financial statements 2025

16. Property, plant and equipment

	Plant and equipment	Short leasehold improvements	Computer hardware	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

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RM plc | Annual report and financial statements 2025 165

17. Right-of-use assets and leases

	Land and buildings	Plant and 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 Group £000	2024 Group £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. The expense relating to short-term and low-value leases is set out in Note 5 Profit/(loss) from operations.

Notes to the continued financial statements

166 RM plc | Annual report and financial statements 2025

18.# 18. Investments in subsidiary undertakings

The subsidiary undertakings of the Company at 30 November 2025 were:

Country of incorporation	Name	Principal activity	Class of share	% Held
England	RM Education Limited	Software, services & systems	Ordinary	100%
England	RM Educational Resources Limited	Resource supply	Ordinary	100%
United Arab Emirates	R M T T S Trading LLC¹	Sales and marketing agent	Ordinary	100%
India	RM Education Solutions India Private Limited¹	Software and corporate services	Ordinary	100%
England	RM Pension Scheme Trustee Limited	Corporate Trustee	Ordinary	100%
Australia	RM PLC Australia Pty Limited	Holding company	Ordinary	100%
Australia	SONET Systems Pty Limited¹	Software	Ordinary	100%
England	RM Education Research Machines Limited¹	Holding company	Ordinary	100%
England	RM Education Holdings Limited	Dormant	Ordinary	100%
England	TTS Group Limited	Dormant	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 payments	Share capital	Total
Company	£000	£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

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. No reasonably possible change in assumptions would give rise to an impairment of the investment in RM Education Limited.

19. Inventories

	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 £323,000 (2024: £377,000).

20. Trade and other receivables

	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

	2025	2024
Pounds sterling	20,372	18,279
US dollar	4,286	2,099
Australian dollar	54	150
Euro	101	34
Indian rupee	523	642
Singapore dollar	748	415
Other	319	349
	26,403	21,968

Notes to the continued financial statements continued

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

	Trade receivables		Contract assets
	2025	2024	2025	2024
	Allowance	Net receivables	Allowance	Net receivables
Group	£000	£000	£000	£000
Not past due	(29)	10,935	(74)	8,407
Overdue by less than 60 days	(1)	2,041	-	2,635
Overdue by between 60 and 90 days	(255)	104	(99)	529
Overdue by between 90 and 180 days	(21)	401	(187)	326
Overdue by more than 180 days	(32)	-	(69)	148
	(338)	13,481	(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
169 RM plc | Annual report and financial statements 2025

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 balance	Accrued income	Deferred contract fulfilment income
Group	£000	£000	£000
At 1 December 2023	2,860	(14,755)	(11,895)
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	-	-	-
Transfer to other intangible assets	-	-	-
New contract fulfilment costs incurred	-	-	-
New contract fulfilment assets amortised in line with performance obligations satisfied	-	-	-
Written off	-	45	45
Impact of foreign exchange	-	15	15
At 30 November 2024	3,563	(15,812)	(12,249)
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

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 be materially different to the satisfaction of the related performance obligations in timing.

Notes to the continued financial statements
170 RM plc | Annual report and financial statements 2025

21. Contract fulfilment assets

	2025	2024
Group	£000	£000
At 1 December	8,570	3,908
Additions	4,811	4,394
Transfer from intangible assets	272	3,882
Transfer to intangible assets	-	(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 contract.

22. Trade and other payables

	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

23. Provisions

	Employee- related	Contract risk	Dilapidations	restructuring provisions	Total Group
	£000	£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

24. Pension schemes

a. Defined contribution schemes

The Group operates or contributes to a number of defined contribution schemes for the benefit of qualifying employees. The assets of these schemes are held separately from those of the Company. The total cost charged to income of £2,243,000 (2024: £2,041,000) represents contributions payable to these schemes by the Group at rates specified in employment contracts.

b. Defined benefit pension schemes

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 30 November 2025	Year ended 30 November 2024
Group	Note	£000
Past service cost (see Note 6)		-
Administrative expenses		(409)
Operating expense		(409)
Interest cost		(8,876)
Interest on scheme assets		9,954
Net interest income	8	1,078
Income recognised in the income statement		669
Effect of changes in demographic assumptions		(366)
Effect of changes in financial assumptions		13,134
Effect of experience adjustments		(2,419)
Total actuarial gains		10,349
Return on scheme assets excluding interest on scheme assets		(12,778)
Reversal of historical payment accrual		-
(Expense)/income recognised in the statement of comprehensive income		(2,429)

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 Scheme	Platinum Pension Scheme
				Total
£000	£000	£000	£000	£000
Assets:
At 1 December 2023	170,546	12,665	1,874	-
Interest on scheme assets	8,748	666	96	-
Return on scheme assets, excluding interest on scheme assets	1,064	391	(16)	-
Administrative expenses	-	-	(27)	-
Contributions from Group	3,027	1,215	28	-
Benefits paid	(4,405)	(657)	(18)	-
At 30 November 2024	178,980	14,280	1,937	-
Interest on scheme assets	9,131	724	99	-
Return on scheme assets, excluding interest on scheme assets	(11,841)	(813)	(124)	-
Administrative expenses	(298)	(80)	(31)	-
Contributions from Group	707	619	29	-
Benefits paid	(4,913)	(715)	(19)	-
At 30 November 2025	171,766	14,015	1,891	-
Obligations:
At 1 December 2023	(158,387)	(13,046)	(1,237)	(30)
Past service cost	(300)	-	-	-
Interest cost	(8,045)	(655)	(63)	-
Actuarial gains/(losses)	2,064	(129)	19	-
Benefits paid	4,405	657	18	-
At 30 November 2024	(160,263)	(13,173)	(1,263)	(30)
Interest cost	(8,157)	(654)	(65)	-
Actuarial gains	9,490	685	174	-
Benefits paid	4,913	715	19	-
At 30 November 2025	(154,017)	(12,427)	(1,135)	(30)
Net pension surplus/(deficit)
At 30 November 2025
Pension deficit	-	-	-	(30)
Pension surplus	17,749	1,588	756	-
Net pension surplus/(deficit)	17,749	1,588	756	(30)
At 30 November 2024
Pension deficit	-	-	-	(30)
Pension surplus	18,717	1,107	674	-
Net pension surplus/(deficit)	18,717	1,107	674	(30)

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 30 November 2025	Year ended 30 November 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 30 November 2025	At 30 November 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 30 November 2025	At 30 November 2024
Group	Fair value hierarchy	£000
Cash and cash equivalents, including escrow	Level 1	1,882
Equity instruments	Level 2	42,136
Equity instruments - pooled investment vehicle	Level 3	1,342
Debt instruments	Level 2	1,891
Liability driven investments	Level 2	124,198
Insurance contract	Level 3	16,223
	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 30 November 2025	Year ended 30 November 2024
Group
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-term improvement, COVID 2020 and half-life parameter of 0.5 ¹	CMI 2023 with 1.00% long-term improvement, 2021, 2022 and 2023 weight parameters of 0%, 100% and 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 30 November 2025	Year ended 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 parameter	Discount rate -0.1%	Discount rate +0.1%	RPI -0.1%	RPI +0.1%	Life +1year
Group £m	1.0	£m	£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 members in the sub-section, the risk of implications from the ruling are deemed immaterial.

Notes to the continued financial statements

178 RM plc | Annual report and financial statements 2025

25. Borrowings

	2025	2024
Group and Company £000	£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 liquidity to be greater than £12.5m during the cash flow forecast period. No further meetings were however requested by the lenders.

26. Share capital and share premium

Ordinary shares of par value 2 2 / 7 p

	Share capital	Share premium
Group and Company	Number 000	£000
Authorised, allotted, called up and fully paid:
At 1 December 2023 and 30 November 2024	83,875	1,917
Issued in the year	14,211	325
At 30 November 2025	98,086	2,242

Ordinary shareholders are entitled to one vote per share at the general meetings of the Company and carry no right to fixed income. On 14 October 2025, the Company issued 14,210,527 ordinary shares at a price of £0.95 per share, for total gross proceeds of £13,500,001. The share premium recognised is net of directly attributable share issue costs.

27. Own shares

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
At 1 December 2023, 30 November 2024 and 30 November 2025	619

The valuation of the shares is weighted average cost. The maximum number of own shares held in the year was 618,796 (2024: 618,796).

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rm.com RM plc | Annual report and financial statements 2025 179

28. Share-based payments

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 30 November 2025 £000	Year ended 30 November 2024 £000
Equity-settled share-based payment charge	1,005	644

The movements in the number of share options are:

	Year ended 30 November 2025	Year ended 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 30 November 2025	Year ended 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

29. Guarantees and contingent liabilities

a) Guarantees

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 Research Machines 1988 Defined Benefit Pension Scheme and the CARE Pension Scheme (see Note 24).

b) Contingent liabilities

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 such guarantees and indemnities and consider the possibility of any arising to be remote.

Notes to the continued financial statements
180 RM plc | Annual report and financial statements 2025

30. Capital commitments

At 30 November 2025, capital expenditure contracted for but not recognised as a liability amounted to £nil (2024: £nil).

31. Financial risk management

	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

	Group		Company
	Borrowings	Lease liabilities	Borrowings	Lease liabilities
	2025	2024	2025	2024
	£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

Financial risk management rm.com RM plc | Annual report and financial statements 2025 181

Foreign currency risk

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
Currency	Contract type	Forward contract value £000	Forward contract value £000	Mark-to-market value £000
Indian rupee	Buy	75,000	(674)	(634)
			(674)	(634)

	At 30 November 2024
Currency	Contract type	Forward contract value £000	Forward contract value £000	Mark-to-market value £000
Indian rupee	Buy	721,000	(6,640)	(6,662)
			(6,640)	(6,662)

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
£000	£000
Forward foreign exchange contracts	674

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 management’s proactive monitoring methods and processes for exchange risk.

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	£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 average Floating rate Group £000	Weighted average interest rate %	Floating rate Group £000	Weighted average interest rate %
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 sensitivity	Equity sensitivity	Income sensitivity	Equity sensitivity
Group £000	£000	£000	£000	£000
1% increase in interest rates	(580)	(580)	(570)	(570)
1% decrease in interest rates	580	580	570	570

Credit risk
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 associated with financial assets.

Notes to the continued financial statements continued 31. Financial risk management 184 RM plc | Annual report and financial statements 2025

Liquidity risk
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 during the year are set out in Note 25.

Maturity profile of financial liabilities
The table below highlights the maturity profile of the financial liabilities:

	Derivative	Trade	Lease	Other	financial
	payables	liabilities	payables	instruments	Accruals	Borrowings	Total
At 30 November 2025	£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
	payables	liabilities	payables	Accruals	overdrafts	Total
At 30 November 2024	£000	£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.

Capital management
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 contributions to the defined benefit pension schemes.

Corporate governance Financial statements Overview Strategic Report rm.com RM plc | Annual report and financial statements 2025 185

32. Related party transactions

a) Key management personnel
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 30 November 2025	Year ended 30 November 2024
Group £000	£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.Further information about the remuneration of individual Directors is provided in the audited section of the Remuneration Report.

b) Transactions between the Company and its subsidiary undertakings

During the year, the Company entered into the following transactions with its subsidiary undertakings:

	Year ended 30 November 2025 £000	Year ended 30 November 2024 £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 to this supply. At the year end, there was £57,910 payable (2024: £nil), which was unsecured.

33. Post balance sheet events

On 30 December 2025 RM Pension Scheme Trustee Limited, a dormant subsidiary of the Company, was dissolved.

On 8 January 2026 ownership of the Company’s direct dormant subsidiary, TTS Group Limited, was transferred to RM Educational Resources Limited.

On 29 January 2026 the Company’s indirect dormant subsidiary RM Education Research Machines Limited was renamed RM Education Assessment Limited, and on 6 February 2026 ownership of this entity was transferred from RM Education Limited to the Company.

On 17 February 2026 ownership of the Company’s indirect subsidiary, RM T T S Trading LLC, was transferred from RM Education Holdings Limited to RM Educational Resources Limited.

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 [email protected].

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 [email protected] 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

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RM PLC — Annual Report (ESEF) 2025

Building momentum

Annual report and financial statements for the year ended 30 November 2025

Overview

dw Highlights of the year

RM at a glance

Overview

Strategic Report

Corporate governance

Financial statements

Our operating divisions

Our competitive advantage

RM Assessment

RM Technology

RM Ava

Learning Resources

Building momentum

Moving our products, solutions, and services forward

Developing trusted partnerships with customers

Equity raise

International growth

Improved revenue mix

Divestment of non-core assets

Driving strategy execution across our business

Continuing refinement of our operations, capabilities, and culture

Operations

Employee engagement survey

Overview

Strategic Report

Corporate governance

Financial statements

The beginning

A new era in assessment

Spotlight on Assessment

Building RM Ava

Launched this year

AI marking Proof of Concepts (PoC)

The ultimate candidate experience

Spotlight on Assessment continued

The RM Ava experience

A new kind of assessment

Our purpose

Our vision

Our work

Assessment

Our purpose, vision, and work

A strong culture in action

RM in focus

RM in focus

Transforming assessment with a responsible AI approach

Focus on customers

Focus on people

Governance and change

Dividend

Looking forward

Building momentum

2025 in review

Accelerate

Build

TTS: International growth opportunities

Technology: performing in a tough market

Growth strategy

Build an organisation for success

Create a clear line of sight to three customer groups – accreditors, educators, and learners

Our strategy

Develop products, services, and solutions to drive revenue

Seize the global opportunity

1 2 3 4 Key Performance Indicators (KPIs) and strategic objectives

Strong financial discipline

Revenue

Adjusted EBITDA

Platform revenue growth

Adjusted diluted EPS

Adjusted net debt

Improve share of customer spend

RM Assessment Average revenue per customer

RM TTS Average revenue per customer

RM Technology Average revenue per customer

Reach more customers

RM PLC Annual Report (ESEF) 2025