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A year of
transformation
2024
RM plc
Annual report and financial statements
for the year ended 30 November 2024
Overview
01.
Overview
Highlights of the year
02
Group at a glance
04
Our transformation journey
06
Transformation in action
08
Our purpose, vision and mission
12
A strong culture in action
13
Strategic Report
Chair’s statement
16
CEO’s statement
18
Our strategy
22
Market overview
24
Our business model
26
Key performance indicators
28
CFO’s statement
32
Managing the Group’s risks
40
Emerging risks
41
Principal risks and uncertainties
42
Financial viability report
44
Sustainability Report
50
Task Force on Climate-related Financial Disclosures
55
Environmental metrics
62
Social value
67
Our people
68
Workforce
70
Stakeholder engagement
71
Governance
72
Non-financial and sustainability information
76
Section 172 statement
77
Corporate governance
Board of Directors
82
Governance at a glance
84
Corporate Governance Report
85
Nomination Committee Report
94
Audit and Risk Committee Report
98
Remuneration Committee Report
104
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
136
Company financial statements
141
Notes to the financial statements
143
Shareholder information
193
Company information
194
Inside this report
About us
RM plc (RM) is a global
educational technology
(EdTech), digital learning, and
assessment solution provider.
We are globally recognised as an EdTech
leader, supporting the full learning lifecycle,
from early years through to higher education
and professional qualifications.
Our performance shows
how far we have come and
reflects the actions we have
taken to pave the way for
future growth.
We have made progress against our
strategic plan and commenced work
on the development of our Global
Accreditation Platform, taking advantage of
the
transformation in education
towards
fully on-screen examinations and delivering
a step change in the global EdTech market,
where the opportunity is huge.
The progress we have made across the
business is driven by our talented and
dedicated people implementing our
new strategy, achieving operational
efficiencies and process
improvements,
transforming the
lives of learners
and laying the
foundations for continued
success.
This has been a year of
transformation
Read more on
pages
04
to
05
02
03
04
Overview
RM plc
|
Annual report and financial statements 2024
rmplc.com
01
Highlights of
the year
Our vision is to enable the improvement of educational
outcomes around the world, and we have made significant
progress towards achieving it.
By unifying our go-to-market approach, developing our Global Accreditation Platform, and building a more
customer-centric company focused on accreditors, educators and learner-focused solutions, we are making great
strides towards that vision.
2024
£13.1m
£7m
£12.9m
2023
2022
Transformation
• Following the closure of the loss-making Consortium
business adjusted EBITDA has increased by 87.2% to
£13.1m (FY23 as reported: £7.0m).
• The new operating model and management team
now fully established, including the appointment of Dr
Grainne Watson as COO.
2024
£95.7m
£40.8m
£45.1m
2023
2022
Strategy
• Our Assessment contracted order book has more than
doubled to £95.7m at the end of FY24 (FY23: £40.8m).
• This includes two highly strategic customers,
International Baccalaureate (“IB”) and Cambridge
University Press & Assessment (“CUPA”), that have chosen
RM to provide the platform for their groundbreaking
transition to digital based assessments, for years
to come.
This has been a year of
transformation for RM, and
the success of our strategy
is already reflected in the
progress we have made
driving profitability and
growing our contracted
order book.”
Mark Cook
CEO
Assessment contracted order book
Adjusted EBITDA
2 4
RM plc
|
Annual report and financial statements 2024
02
0
2
4
6
8
10
12
£9.9m
2023
2024
£10.6m
Realised significant
cost savings
• £10.6m of further annualised cost savings and
efficiencies including the closure of unrequired
office space, consolidation of our warehousing, and
simplification of our operating model to support
customer delivery. Find associated restructuring costs in
adjusted items on page 158.
2024
£166.1m
£195.2m
£214.2m
2023
2022
Revenues
Revenue compared to that reported in FY23 down 14.9%
mostly due to the closure of Consortium early in the
year and partly due to the challenging schools market
impacting Technology and TTS. Assessment digital
platform growth was offset by a small number of non-
core legacy contracts coming to an end as planned.
• Strategic Assessment digital platform revenue grew 12%
year on year.
Revenue from continuing operations
4
Annualised cost savings
Financial performance
£m
FY24
FY23 as
reported
4
Variance
FY23
restated
4
Variance
Revenue from continuing operations
166.1
195.2
(14.9)%
175.9
(5.5)%
(Loss)/profit before tax from continuing operations
(12.1)
(41.2)
(70.6)%
12.4
n/a
Discontinued operations
1
(0.9)
14.2
n/a
(31.7)
(97.3)%
Statutory loss after tax
(4.7)
(29.1)
(83.7)%
(29.1)
(83.7)%
Diluted EPS from continuing operations
(4.6)p
(51.8)p
(91.1)%
3.1p
n/a
Adjusted performance measures
2
:
Divisional contribution excluding corporate costs
4
32.8
25.5
28.8%
32.0
2.7%
Divisional contribution margin
4
19.8%
13.1%
6.7%
18.2%
1.6%
Adjusted operating profit from continuing operations
8.6
0.3
2,663.6%
9.3
(7.8)%
Adjusted operating profit margin
5.2%
0.2%
5.0%
5.3%
(0.1)%
Adjusted EBITDA
13.1
7.0
87.2%
15.0
(12.9)%
Adjusted profit/(loss) before tax from continuing operations
2.4
(5.2)
n/a
3.8
(36.5)%
Adjusted diluted EPS from continuing operations
11.7p
(15.8)p
n/a
(4.9)p
n/a
Adjusted net debt
3
51.7
45.6
13.3%
45.6
13.3%
1
Discontinued operations in FY23 as reported include the results and net gain on disposal arising from the sale of the RM Integris and RM Finance businesses and related assets
on 31 May 2023, and in FY23 restated and in FY24 also include the closure of RM Consortium, which occurred during the year ended 30 November 2024.
2
Throughout this statement, adjusted operating profit, adjusted EBITDA, adjusted profit/(loss) before tax and adjusted diluted EPS are Alternative Performance Measures,
stated after adjusting items (see Note 6) which are identified by virtue of their size, nature and incidence. Their treatment is applied consistently year-on-year.
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 £15.0m (2023:
£16.5m) 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).
4
The closure of Consortium during the year has required restatement of the prior year to show the reported loss made by Consortium as discontinued operations (see Note
33). In FY24 corporate overheads are now allocated over the remaining three divisions, rather than the four that operated in FY23. To aid understanding of the true financial
performance of the business, we therefore have added the previously reported FY23 numbers to the Financial Performance table, and added divisional contribution figures to
the divisional performance table, which shows the profit contribution each division makes to RM (see Note 4).
02
03
04
Overview
RM plc
|
Annual report and financial statements 2024
rmplc.com
03
We provide market-leading products, services and solutions to
educators, accreditors and international governments which improve,
simplify and support education and learning.
RM has a fantastic portfolio of managed services, IP and digital platforms with leading market positions. Our divisions operate in a
market with structural growth drivers, and continued advancement of technology, with the global EdTech market expected to grow at a
compound annual growth rate (CAGR) of 15.9% from 2024 to 2029. The education sector is transforming, and RM is well positioned to
capitalise on this.
The global
EdTech market
is growing!
The global EdTech market size
is forecast to increase by USD
170.8 billion at a CAGR of 15.9%
between 2024 and 2029.
Source: Technavio
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 courses,
assessments and
results by utilising our
Global Platform and AI
driven solutions.
...and where they are located
USA
South America
Canada
UK
Caribbean
Nigeria
Sweden
Italy
Slovenia
Poland
Lithuania
South Africa
Israel
Middle East
Pakistan
India
China
Singapore
Australia
New Zealand
Ireland
France
Spain
Ghana
- Customer locations
RM plc
|
Annual report and financial statements 2024
04
Group at
a glance
Assessment
A global leader in platform delivery
of digital assessment and exam
marking solutions for accreditors,
educators and learners. We
support customers through the
journey to end-to-end digital
assessments and marking.
Revenue
£39.7m
(2023: £42.3m)
TTS
A developer and supplier of award-
winning innovative curriculum-
aligned learning resources. We
collaborate with teachers and
educational experts from across
the globe to create unique
resources and environments for
children in 114 countries.
Revenue
£72.4m
(2023: £75.9m)
Technology
A provider of IT managed
services and value-added IT
reseller solutions to schools,
local authorities and trusts. We
empower educators to harness
technology, enhancing both
teaching methods and the learning
environment.
Revenue
£54.0m
(2023: £57.7m)
Adjusted EBITDA 2024: £13.1m
(2023: £7.0m as reported; £15.0m as restated)
Our operating
divisions
Our operations span three
divisions supported by a corporate
services function.
RM Assessment which develops and owns
our Global Accreditation Platform and
Assessment solutions, RM Technology which
provides technology and supporting services
to learning institutions across the UK, and
RM TTS (Technical Teaching Solutions)
which designs and owns our proprietary
products for schools.
Our competitive
advantage
A deep understanding of the curriculum and how
to assess it
• A proven platform to deliver assessments globally
An agile operating model that can adapt to meet
the needs of our customers as technology and
our market evolves
• The ability to build long-term relationships and
recurring revenue streams from customers
• 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.
RM plc
|
Annual report and financial statements 2024
rmplc.com
05
02
03
04
Overview
and progressed our
strategy...
In the last 12 months we have
transformed our business...
We secured long-term contract revenue
We have renewed 99% of contracts which fell due for renewal in
year, which represents 78% of Assessment contracted revenue in
FY24 adding new long-term digital transformation contracts with
International Baccalaureate (IB) and Cambridge University Press &
Assessment (CUPA). Contracted order book has increased by 135%
year-on-year.
We expanded our portfolio
New products have been launched across our divisions, leveraging
proprietary IP and a strong customer focus. Highlights include NX-
Generation Services, our first holistic IT services portfolio featuring
AI modules, and over 600 products launched by TTS, including
124 of our own developed IPR resources, in the key strategic areas
of early years, Special Educational Needs and Disabilities, and
robotics.
We delivered a cost savings programme
Strong progress has been made in the cost-saving programme. In
addition to the annualised cost savings of £10m delivered in FY23,
a further £10.6m has been identified and delivered.
We developed a target operating model
Our transformation has been underpinned by a
streamlined operating model, which provides a
clear go-to-market approach, makes us more
agile and has contributed towards our overall
£20m+ cost saving.
Our strategic plan for growth
will capitalise on the significant
opportunities in the growing
global EdTech market by:
• Building an organisation for success.
• Creating clear line of sight to three
customer groups – accreditors,
educators and learners.
• Developing our portfolio of products,
services and solutions aligned to the
learning life cycle to drive revenue.
• Seizing the global opportunity.
... and enrich
• Strong growth in our Assessment Division
• Maximum benefit from our own IP
• More effective and profitable use of AI
• Improved margins
Through these actions we expect to deliver:
Read more on
pages 8 to 11
.
Read more on
pages 22 to 23
.
We are harnessing technology to modernise learning
experiences for a changing world and setting the business
up for future growth.
RM plc
|
Annual report and financial statements 2024
06
Our transformation
journey
and strengthen our TTS
and Technology Divisions
to build long-term relationships
through our Assessment
Division driven by our Global
Accreditation Platform...
• Contract renewals and wins underpin our
recurring revenues and long-term customer
relationships.
RM Assessment
Global
Accreditation Platform
We have made significant progress
in developing our own proprietary
platform that enables end-to-end
digital examinations, authoring and
accreditations.
TTS
600 new products in key strategic
areas of early years, Special
Educational Needs and Disabilities,
and robotics.
RM Technology
Launched NX-Generation Services,
our first holistic IT services portfolio
featuring AI modules.
the lives of learners
Read more on
pages 18 to 19.
Read more on
pages 10 to 11.
02
03
04
Overview
RM plc
|
Annual report and financial statements 2024
rmplc.com
07
Our teaching solutions
Jo Hardy, Director of Innovation at TTS, shares
insights on our flagship products, development
process, and the future of EdTech.
What makes TTS’ approach to
developing learning resources unique in
the global market?
Our products go beyond meeting curriculum
requirements – they support holistic child
development. We research how children learn,
and align our products with global pedagogical
approaches and skill development. Educators,
schools and policymakers play a key role in
our process, helping us address real classroom
challenges while adapting to policy requirements.
With the child at the heart of our work, we ensure
our products are universally valuable, adaptable
to different curriculums, and provide meaningful
learning experiences for every learner.
We empower future
generations to navigate and
shape a technology-driven
world, responsibly.”
A bot for all
primary learners
The robots across the programming journey have been designed with features that
naturally build on and progress learners through the curriculum. However, as each
one can be used in many different ways, it is not necessary to offer all devices in order
to achieve curriculum coverage.
Glow and Go Bot
From early years, Glow and Go Bot can
be used as the perfect introduction
to the pre-requisite skills needed
for computational thinking. An age
appropriate screen-free resource for early
years children.
Bee-Bot
Bee-Bot, our flagship resource, introduces
young children to the basics of coding,
programming, sequences, algorithms and
problem-solving in a fun, hands-on way,
through on-robot programming.
Blue-Bot
Blue-Bot is able to deliver KS1 computing
outcomes with some elements of KS2
learning via the app. Accessibility and
inclusivity can be enhanced by using with
the Tactile Reader.
Photo to be supplied
RM plc
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Annual report and financial statements 2024
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RM plc
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Annual report and financial statements 2024
08
Transformation
in action
What are some of TTS’ key
products, and what impact have
they had so far?
Our flagship range includes programmable
bots, supporting learning from early
years to Upper Primary. Their impact
has been phenomenal worldwide.
Beyond teaching coding, algorithms and
directional language, these bots nurture
computational thinking, problem-solving,
executive function, collaboration and
creativity.
We have sold over a million robots, and
we are excited to expand into newer
technologies, such as machine learning
and AI, to help children explore robotics
and automation in innovative ways.
How do TTS’ products support
teachers in delivering high-
quality education and enhancing
learning outcomes?
Successful education goes beyond
academia. Our resources not only align
with curriculum concepts but also
develop 21st-century skills like critical
thinking, creativity, communication
and collaboration. These skills enhance
problem-solving and computational
thinking, making learning more engaging
and applicable across all subjects – not just
computing.
By enhancing these essential skills through
the use of our resources, we ensure a
holistic approach to teaching and learning,
preparing students for the evolving
demands of the future.
What trends in education
technology do you see shaping
the future, and how is TTS
preparing for them?
Machine learning and AI will be pivotal
in shaping education. While some focus
on using AI for teaching, we prioritise
educating children about AI – what it is,
how to use it responsibly, and how to
contribute to its development.
Our hands-on robotics resources will
continue to be crucial in introducing
children to fundamental AI concepts. By
equipping them with practical knowledge
and ethical awareness, we empower
future generations to navigate and shape a
technology-driven world, responsibly.
Rugged Robot
Rugged Robot is our only robot designed
for the great outdoors. It supports all KS1
computing outcomes and offers exciting
programming challenges with torque
settings, gradients, and forces.
Loti-Bot
Loti-Bot is capable of delivering all KS1 and
KS2 computing outcomes. It is controlled
via the Loti-Bot app with block-based
programming and features a wide range
of inputs, outputs and sensors, such
as temperature, bridging science and
computing. Our tactile reader can also
be used with Loti to create a screen-free
experience.
Oti-Bot
Oti-Bot can deliver all KS1 and KS2
computing outcomes, including
programmable emotions, movement, shape
drawing, line following, colour sensors,
facial recognition and more. Oti introduces
more complex concepts and allows for the
programming of facial recognition and helps
to introduce the concept of AI in an age
appropriate manner.
02
03
04
Overview
RM plc
|
Annual report and financial statements 2024
rmplc.com
09
A platform to keep us at the
forefront of educational technologies.”
Designed to help customers transition from paper to digital, the
platform is being developed to streamline and manage the entire
assessment process – from exam creation and delivery to marking,
grading and appeals. It will expand access to online learning, ensure
fair and equitable testing and provide a more seamless experience for
accreditors, educators and learners alike.
The platform will enable us to expand our offerings more fully into
formative assessment, which means supporting learners by creating,
delivering and marking assessments in a way that provides feedback
and guidance throughout the learning journey. In today’s world, where
neurodevelopmental conditions are being increasingly identified,
formative assessment allows for more personalised and supportive
learning experience ensuring all learners can reach their potential.
In 2024, two of our flagship customers joined the platform, deepening
long-standing partnerships with us. This marks another step in our
mission to create a future where education is more accessible, effective
and impactful..
RM’s journey in digital assessment began
20 years ago with the launch of our first
on-screen marking capability. Since then,
we’ve continuously evolved, building strong
capabilities in both e-marking and e-testing.
Last year, we reached an exciting milestone as
we announced the development of our Global
Accreditation Platform – which will provide a
full end-to-end digital accreditation solution.
Shaping the future of digital assessment
What is the ‘Global Accreditation Platform’?
The Global Accreditation Platform is a cutting-edge assessment
solution designed to provide a seamless digital experience
for assessors, educators, and learners. It supports a range
of qualifications, from GCSEs and A-Levels to professional
certifications like accountancy exams. The platform facilitates
the entire learning journey, offering SaaS solutions for authoring,
publishing, and delivering live exams and classroom tests
on-screen.
In the post-COVID era, digital assessment is rapidly expanding
but remains highly fragmented. A unified platform will be key to
adoption across organisations. Adaptability is crucial, and RM is
developing the platform with a modular approach, ensuring it can
integrate emerging technologies such as adaptive learning and
AI-powered knowledge banks for test generation and evaluation.
Dr. Gráinne Watson, Chief Operating Officer at
RM, describes how we are shaping the future of
digital accreditation as she drives the development
of the Global Accreditation Platform.
Photo to be supplied
RM plc
|
Annual report and financial statements 2024
10
Transformation
in action
continued
What is your vision for the
platform, and how is that driving
its development?
This platform will support learners not just
on exam day – one of the most stressful
days of their lives – but throughout their
educational and professional journey.
So many people talk to me fondly about
having used an RM computer at school,
and a measure of success would be for
learners to talk about the platform as
affectionately in the coming years.
I also feel a deep responsibility to ensure
RM continues to thrive for another 50
years. That means delivering a platform
that is not only high-performing but also
sustainable, innovative, and aligned with
future market expectations. Our goal is
to pioneer the next era of educational
technology while maintaining the
excellence RM is known for.
Have you had to transform your
delivery organisation to support
the platform’s development?
Yes. Our transformation was as much
about looking back as it was about moving
forward. RM has always been a pioneer
in educational technology, setting high
standards in the industry. To continue that
legacy, we revisited our core values while
incorporating modern advancements.
I’ve had the privilege of working with
some of RM’s earliest employees, whose
expertise has helped us merge past
innovation with new capabilities. We
introduced a new delivery leadership team,
bringing top talent from IT and operational
backgrounds – many from unconventional
paths like self-taught programmers and
former computer science teachers. This
diversity has enhanced the design and
functionality of our platform, making it
more adaptable to global needs.
We also hybridised our global teams,
blending experience with fresh perspectives
to optimise quality and efficiency in our
modular platform build.
What role does AI play in the
platform’s long-term strategy?
AI is central to our long-term strategy, but
we are implementing it responsibly. Our
approach ensures AI-generated content –
whether for lessons, learning or exams – is
created within a secure, private perimeter,
preventing external influence on our
codebase.
This year, we are conducting proof-of-
concept (PoC) trials with customers using
our AI marking solution. Additionally, we
are supporting organisations in delivering
their first digital exams, including those
with innovative question types that were
previously unavailable in digital formats.
This platform reinforces RM’s leadership
in educational technology, and we are
excited about the future.
Customer focus
Customer focus
The International
Baccalaureate
Building on our 15-year partnership with IB, RM
significantly expanded our contract to include the
transformational delivery of their Diploma and Career-
Related Programmes as digital assessments.
We have a long history with RM and have
now entered into partnership to deliver digital
assessments which are a key part of the IB strategy.
Digital assessment opens the door to the variety of
possibilities the digital transformation gives – not
only giving knowledge to students, but making sure
they get the skills, the capabilities, the agency and
willingness to make a difference in the world – and
to find meaningful ways to assess what they are really
capable of doing.”
Olli-Pekka Heinonen
Director General,
The International Baccalaureate
Cambridge University
Press & Assessment
Our latest contract with CUPA extends our 15-year
e-marking partnership for a further five years and will
see a number of digital mock exams beginning to be
taken using RM’s Global Assessment Platform.
Our number one priority is ensuring that learners
are getting the highest quality assessment
experience possible. We are really pleased with how our
work with RM over the past 15 years has contributed
to this through e-marking, and we are looking forward
to the possibilities that digital assessments can bring
for our exams and learners. Digital exams can be more
suited to how students learn, and this work will ensure
that our assessments continue to equip learners with
the knowledge, skills and understanding they need to
achieve their life goals.”
Mark Maddocks
Chief Information Officer,
Cambridge University Press & Assessment
02
03
04
Overview
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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.
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 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.
Mission
We can only work
towards our purpose
and achieve our vision
together, so each
division has their own
mission to help us
get there.
Assessment’s mission
Enhancing the role digital
assessment solutions play
throughout the lifelong learning
journey
TTS’ mission
Giving every child, every day, a
reason to love learning
Technology’s mission
Helping educators harness
technology to improve the learning
environment for all
Purpose
Enriching the lives of learners.
Our purpose is our reason for being.
No matter what’s happening in the world around us, education gives
people the tools to own and power their future potential, explore new
possibilities and step forward with confidence. By taking what we are
brilliant at, and having the courage to do things differently, we can enrich the lives
of learners worldwide.
It’s a bold purpose – one that captures what we do brilliantly now and
fires our imagination about the future. It’s ambitious and motivating, and the reason
we all show up every day. Every day, in everything we do at RM, we are enriching
the lives of learners worldwide.
Vision
Enabling the improvement
of educational outcomes
around the world.
Our vision depicts where we want to
be as a business.
It paints the picture of our future – a
future that inspires us, excites us, and
one we want to – and believe we
can – bring to life. Having this vivid
image gives us the clarity to set clear
goals and objectives. And it gives us
the focus that means we only pursue
opportunities that benefit us and our
customers.
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Our purpose, vision
and mission
01
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 and ourselves.
We are tenacious in delivering positive results and respond
energetically when faced with new challenges.
02
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. We say it as it is
and do not assume that how we have done it in the past
will necessarily be how we do it in the future.
03
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. We strive to see things from the point of view
of others, building trust, and working collaboratively to
achieve great results.
04
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, and we don’t let fear stifle our true potential.
05
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.
We are inquisitive, creative, and question how things can
be done.
Since 2021, RM’s culture has been underpinned by a set
of five behaviours, which have inspired our choices
and performance.
These behaviours are intended to drive positive alignment
throughout the organisation for the benefit of all stakeholders with
whom we do business, supported by our ‘High Five’ peer-to-peer
recognition scheme for employees who have demonstrated these
behaviours in fostering a sense of community.
The Board receives regular reports and updates from the Chief
Executive Officer, Chief Financial Officer, and Company Secretary
as well as other members of the Executive Leadership Team and
the Group. These reports and updates cover a wide range of
matters to ensure that policy, practices and behaviour in the Group
are aligned with the Company’s purpose, values and strategy, and
that any issues that may give rise to concerns are brought to the
attention of the Board.
In 2024 we launched our Loti-Bot
volunteering programme and invited
our colleagues to volunteer and deliver
training to teachers in local primary
schools, after which we gifted four
Loti-Bots and a therapeutic wellbeing
toolkit. As well as delivering social value
to the communities we operate in, our
colleagues proudly embodied our culture
showing curiosity, bravery and a desire
to win together. Read more about the
volunteering programme on page 115.
Living
our values
For more information on how the Board is
kept up to date, please see the
Corporate
Governance Report
on
pages 90 to 91
.
18
local schools
participated
RM in focus
02
03
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Overview
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A strong culture in
action
02.
Strategic
Report
In this section
Chair’s statement
16
CEO’s statement
18
Our strategy
22
Market overview
24
Our business model
26
Key performance indicators
28
CFO’s statement
32
Managing the Group’s risks
40
Emerging risks
41
Principal risks and uncertainties
42
Financial viability report
44
Sustainability Report
50
Task Force on Climate-related Financial Disclosures
55
Environmental metrics
62
Social value
67
Our people
68
Workforce
70
Stakeholder engagement
71
Governance
72
Non-financial and sustainability information
76
Section 172 statement
77
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RM in focus
Improved learning outcomes can be gained through
more authentic assessment. There is a growing
disconnect between the assessment system, new
technologies and the need to prepare students for
the reality of the world of work in the 2020s, 2030s
and beyond. The skills and knowledge required and
used in the workplace have changed at a faster pace
than the approach to examination.
For example, it is only recently that
computer science exams – where in
real-world settings people would be
working on a screen – have begun
moving away from paper-based
examinations. This is also happening
at pace in other settings, where real-
life skills are assessed as a core part of
the assessment process. For example,
in professional qualifications with
accountancy exams, real spreadsheet
capabilities are used in controlled
conditions to replicate real-life skills.
Our platform enables both of these
new capabilities for our customers.
Transitioning towards digital
assessments must be approached
carefully though, ensuring paper
exams are not just replicated on
screens. For digital assessment to
be effectively adopted, it must be
integrated throughout the entire
learning journey.
RM is already
supporting accreditors and educators
making and planning for this
transition.
AI will also transform both the
formative and summative spaces, as
shown by proof-of-concept projects
run by RM, exploring its role in exam
marking and feedback. The results
demonstrated that AI is not only as
effective as human marking, but also
improves feedback quality – even for
essays and long-form answers – while
working in a fraction of the time.
While integrating AI into high-stakes
exam marking will require a shift in
perception, its immediate potential
lies in classroom-based assessments.
AI can provide instant feedback on
results, assess performance against
the mark scheme, and highlight areas
for improvement, readying students
for final exams and significantly
reducing teacher workloads.
RM is now working to productionise
our marking engine and collaborating
with customers on further projects to
explore how AI can help transform the
delivery of learning assessment.
Technologies, including AI,
can transform the delivery of
learning assessment
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I am very pleased with the progress we
have made this year. After a tough start
following the difficult decision to close
the Consortium business, we have seen a
marked transformation with all parts of the
Group now delivering adjusted operating
profit. We achieved substantial strategic
wins in our core Assessment Division
with International Baccalaureate and
Cambridge University Press & Assessment
customers, to partner with them on their
transformation to fully digital examinations.
This has been supported by several
other strategic contract renewals with
assessors. RM’s longstanding relationships
with accreditors that go back decades
afford us a unique position in the market
as a provider of global assessment
solutions. Our strategy is clear: to scale
our global assessment offering and to
provide solutions to customers who wish
to transition from analogue to digital
assessment. Our Chief Executive, Mark
Cook, goes into further detail on our
strategy on page 20.
The TTS and Technology Divisions
performed well in spite of challenges faced
in the UK and overseas schools markets,
the latter winning a series of management
services contracts with schools and
academies, delivering more recurring
revenue for FY25.
Significantly reducing our debt while
maintaining focus on our core business is
a key focus for us and I am grateful for the
continued support of our lenders as we
progress with our strategy.
Focus on customers
Serving the needs of our customers
has been a preeminent focus of our
newly formed management team and I
am encouraged by the high number of
customer renewals in Assessment, along
with new wins, which is testament to
their efforts and commitment to fostering
strong relationships. How we perform for
our customers is discussed by the Board
each time it meets with in-depth sessions
scheduled at least twice a year, and we
held a successful Board strategy day
last summer during which we explored
our future proposition. The operational
changes driven by our Executive team
have strengthened delivery capabilities,
laying the bedrock for future success. It is
imperative that we continue focusing on
customer success so we can support them
today and as they transition.
Our strategy is clear:
to scale our global
assessment offering and to
provide solutions to customers
who wish to transform
from analogue to digital
assessment.”
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Chair’s
statement
Focus on people
We have intense focus on our people,
reviewed at Board level through monthly
updates, presentations and the twice-
yearly employee engagement surveys. I
am aware that in some parts of RM it has
been a challenging time as we focused on
getting the right operating structure that
best reflects our size and ability to serve
our customers. Supported by the Board,
the Executive Committee has significantly
enhanced communication with our
people through various forums such as
quarterly town halls, led by our Chief
Executive, providing a deeper and more
timely understanding of our key initiatives
and performance. We are committed to
supporting and providing opportunities to
our people as they grow and develop with
us. On behalf of the Board, I would like to
thank all our employees for their ongoing
commitment and loyalty during this
transformative year.
Governance and change
After several Board changes in FY23, this
year brought stability and continuity at
a Board level and within the Executive
Committee. Shortly before Patrick
Martell stepped down from the Board
on 31 December 2023 after 10 years of
service, Christopher Humphrey took over
as temporary Chair of the Remuneration
Committee until Carolyn Dawson was
ready to take on the role from 1 June 2024
as envisaged at the outset of her Board
appointment. The change has been
seamless and Carolyn continues to enjoy
the support of the wider Committee as her
predecessor did.
I am pleased with the make-up of our
Board which contains an extensive breadth
of skills and experience to support and
deliver our transformation goals. It was
important for the Board appointments in
FY23, six in total, to hit the ground running
as the business embarked on a series of
necessary changes. More information on
the Board’s activities and performance in
FY24 can be found on pages 84.
All four sub-committees have been active
during the period:
• The Audit and Risk Committee
conducted an external audit tender
process, which is described on pages
101 to 102. As a result of the tender, a
resolution is being put forward at our
AGM for shareholders to approve RSM’s
appointment as external auditor for the
year ending 30 November 2025.
• The Remuneration Committee
conducted a consultation with major
shareholders on changes to the
Remuneration Policy, approved at the
2024 AGM.
• The Nomination Committee considered
succession planning for the Executive
Directors’ roles.
• The ESG Committee set the FY25
environmental and social KPIs, including
the transition pathway to net zero
by 2035.
An extensive project led by our Chief
Financial Officer, Simon Goodwin, to
improve our internal controls and financial
processes was undertaken during the
year, with regular updates having been
provided to the Audit and Risk Committee.
We have now moved into a period of
embedding the controls as we transition
them into business as usual. We appointed
a new Health and Safety manager who
has implemented enhancements to our
processes at the Harrier Park site and other
parts of the Group and our governance
has been further strengthened by the
recruitment of two additional internal
auditors, meaning that we now have an
in-house internal audit function that can
deliver the majority of our assurance
reviews.
Dividend
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
pages 36 and 37 for further information on
banking covenants and conditions.
Helen Stevenson
Non-Executive Chair
17 March 2025
Our Board contains an
extensive breadth of skills and
experience to support and deliver
our transformation goals.”
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01
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04
Strategic
A year of transformation
2024 in review
It has been a highly transformative year in more ways than
one. Our leadership team had its first full year of working
together and I am delighted with the progress that has led to
significant operational and financial improvements.
Following the planned closure of the
loss-making Consortium business, we
have delivered adjusted operating profit of
£8.6m (FY23 reported
1
: £0.3m), ahead of
market consensus, and adjusted EBITDA
2
of
£13.1m, nearly double last year’s reported
£7.0m. Statutory loss after tax has reduced
by 84% to £4.7m from £29.1m, which is
explained further in the CFO’s statement
(see page 32). We have secured two of the
largest contracts in RM’s history with the
International Baccalaureate and Cambridge
University Press & Assessment, which are
at the heart of our strategic focus. We
are excited to partner with them on their
groundbreaking journey from analogue to
digital-based assessment.
Revenue compared to that reported in
FY23 was down 14.9% mostly due to the
closure of Consortium at the beginning
of the year. When Consortium sales are
removed, revenue was marginally down
(5.5%), due to a challenging UK and
international schools market affecting
Technology and TTS, and strategic digital
platform growth in Assessment offset by
the planned ending of non-core legacy
contracts. However, crucially, we ended
FY24 with a record Assessment contracted
order book of £95.7m (FY23: £40.8m),
which will convert into revenue from FY25
onwards. We now have an opportunity
to expand our portfolio into formative
assessment solutions and expand our
professional assessment customer base.
Our lenders have continued to be highly
supportive of our strategy. We agreed with
them an amendment and extension of
our £70m facility in H1 to July 2026 (and
a further amendment to their covenants
This is the first full year
of our newly formed
management team and we
have secured long-term
revenue contracts, expanded
our portfolio, and delivered
cost savings.”
1
Please see footnote 4 on page 3 for details of
the restatement of FY23’s reported figures
2
Please see footnote 1 on page 3 for details of
alternative performance measures
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CEO’s
statement
in March 2025). We remained well within
the hard covenants for the remainder of
FY24. Significantly reducing net debt is a
key priority and we are evaluating ways to
achieve this while continuing to invest in
the future growth in our core business.
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.
Strengthened
foundations
Operations and delivery
Our go-to-market offering, shaped to
provide transformative assessment
solutions, has been aligned towards one
global operating model, so we can deliver
innovation, modernisation and optimisation
outcomes to our customers.
We have conducted in-depth root and
branch operational reviews leading to
efficiencies and process enhancements
across RM, while investing £6m during
FY24 in the development of our new global
accreditation platform. This has resulted
in a shift towards nearshore software
development and we now have over 400
developers to redevelop our platform
onto a single cloud, capable of delivering
all our assessment products and scaling
our offering. At the same time, we have
maintained strong IT support in RM India
for our legacy systems. Our new operating
model reflects a business of our size and
needs with layers simplified and targeted
investment in areas that will be positively
felt by our customers. This includes Dr
Grainne Watson taking on the enhanced
Assessment
Contracted
Order Book
£95.7m
2.3 x prior year
EBITDA adj.
£13.1m
(87% up vs
prior year)
role of Chief Operating Officer, with a
strengthened team beneath her, and
overseeing operational performance and
customer delivery aspects in Assessment,
enabling a clearer line of sight from
customer to developer.
Our governance has been strengthened
through the introduction of three new
boards: growth; service and operations;
and portfolio and innovation. A major
deliverable from these forums is a clear
customer development plan, tied to our
portfolio roadmap, which shows the
products, solutions and functionality being
delivered from our platform.
Through these transformations, the
foundations of our global accreditation
platform have been established, paving the
way for profitable and sustainable future
growth.
Cost efficiencies
We instigated a review of third-party
advisors with actions taken to either
insource certain activities, such as investor
relations and internal audit, or to pivot to
more strategically aligned partners, e.g.
corporate brokerage. These actions will
bring more intellectual property into RM’s
management, provide cost reductions
and aid future growth. Further annualised
cost savings of £10.6 million have been
achieved by rationalising our property
requirements through the closure of the
less utilised London office, consolidating
two warehouses into one distribution
centre at Harrier Park and streamlining floor
space at our Abingdon head office. The
full effect of these savings will be realised
from FY25.
Divisional performance
Assessment: ready for the
transformation to digitisation
As previously announced, FY24 saw us
secure groundbreaking contracts with the
International Baccalaureate and Cambridge
University Press & Assessment. Our long-
standing relationship with these foundation
customers has been built over several years,
with RM having facilitated the marking of
several millions of exam scripts through our
systems, and we are delighted to have been
chosen to work with them in navigating the
path towards fully on-screen exams in the
coming years. This has been supplemented
by key wins, such as NEBOSH, and several
contract extensions, including the Scottish
Qualifications Authority, Ireland State
Examinations Commissions, and Trends in
International Mathematics. These strategic
wins and renewals provide a bedrock for our
future growth.
As we continue to embark on the
transitioning from analogue to digital
assessment it was expected that a small
number of legacy non-core contracts
would end in FY24, impacting year-on-year
revenue performance (£42.3m in FY23
to £39.7m in FY24), as we reshape our
portfolio for the future. Importantly, digital
platform revenue grew 12% year-on-year.
Our strategic new wins and renewals,
which have fuelled our record £95.7m
contracted order book, will largely evolve
into higher margin digital assessment
revenues in the coming years.
TTS: Increasing UK market share
in a tough market
Despite the challenging UK schools’
market during FY24, TTS UK sales grew
2.8% (£52.2m to £53.7m) as we increased
our market share without blanket wide
discounting of prices, unlike competitors.
International sales, which account for
approximately one quarter of the division,
were down by 20.7% (£23.7m to £18.7m)
in part due to one-off events overseas
such as the US elections and the Spanish
floods which stalled or diverted funds to
other causes. International order intake has
picked up in early FY25 and we expect this
trend to continue as the division focuses
on the overseas growth strategy which
includes the setting up of a legal entity
in Dubai.
Our Portfolio Roadmap
includes learner direct
solutions in collaboration with
our accreditation customers,
for example, the RM AI proof of
concept in formative assessment.”
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04
Strategic
TTS has continued to develop exciting
products with 124 new products using
our own IP launched during the year.
This includes AI generated learning tools
directly linking our 9,000 TTS products to
the national curriculum that have enabled
us to scale products while enhancing the
accuracy of content.
Having completed the closure of the
Consortium business and relocated to a
single purpose-built distribution centre,
TTS is now positioned to take advantage of
growth opportunities.
Technology: momentum built
with H2 managed services wins
Revenues in the Technology business were
down by 6.4% (£57.7m to £54.0m), impacted
by a challenging UK schools’ market, with
budgets held back by election uncertainty
for much of the year. This includes the
connect the classroom government
initiative coming to an end partway during
the year compared to a full year of revenue
in FY23. However, I was pleased to see the
division win several substantial managed
services contracts in H2 that will have a
full year impact during FY25. These wins
are having a marked improvement in the
quality of revenues in Technology through
recurring, longer-term fees and contract
awards with multi academy trusts, such as
University of Chichester Academy Trust,
rather than individual schools.
The division’s adjusted operating profit has
increased by over four times compared
to FY23, from £0.8m to £3.6m, due to
the changing mix of revenue and through
driving cost efficiencies.
Strategy to deliver
growth
The opportunity
The direction of travel is towards
fully digital assessments, providing
an opportunity for global growth in
RM’s platform user base. Last year we
highlighted our purpose of enriching the
lives of learners globally and that core to
our future are digital solutions that support
a learner’s assessment of progress towards
an examination, as well as the accreditor’s
ability to provide a platform to enable and
enhance their assessment. RM operates
in the global EdTech market, which is
forecast to grow by $170.8 billion between
2024 and 2029 with the digitalisation of
assessment being a key market driver. RM’s
strengthened foundations, along with FY24
contract wins with global accreditors, have
paved the way for delivery of our strategy
and we are well positioned to build on this
in FY25.
A principal aim of global assessors is
to provide an enriched experience for
their learners; this aligns seamlessly
with RM’s purpose. To provide continual
improvement of RM’s e-marking and
e-testing solutions our strategy, under Dr.
Grainne Watson’s leadership, is to develop
a single global accreditation platform
providing a modular design which has
security, resilience and capacity for growth
with enhanced customer experience. We
have over 400 developers working on the
platform which will be capable of delivering
full digitalised assessments around the
world. Scaling this offering is our focus
for FY25 and beyond and we recently
launched RM Consulting to provide
a journey plan for assessment bodies
who are looking to embark on a digital
transformation journey.
To date, our Assessment business delivers
solutions exclusively to assessors. While
they will remain our primary customer, we
will continue to invest in the platform over
the coming years to provide learner direct
content and solutions, in collaboration with
our accreditation customers, and formative
assessments.
AI has potential to make a significant
impact in the formative assessment space,
as shown by proof-of-concept projects run
by RM, exploring its role in exam marking
and feedback. The results demonstrated
that AI is not only as effective as human
marking but also improves feedback quality
– even for essays and long-form answers
– while working in a fraction of the time.
While integrating AI into high-stakes exam
marking would require a shift in perception,
its immediate potential lies in classroom-
based assessments.
AI can provide instant
feedback on results, assess performance
against the mark scheme, and highlight
areas for improvement, readying students
for final exams and significantly reducing
teacher workloads.
We are currently working with customers
on further projects to explore how AI
can be tailored to their assessment and
qualification processes, modernising
learning and improving learner outcomes.
Our future is exciting; it is firmly predicated
on being a global curriculum and
assessment expert.
From an investment
perspective we aim to be a leading
accreditation software and digital platform
provider, for years to come.
Mark Cook
Chief Executive Officer
17 March 2025
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CEO’s
statement
continued
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Strategic
Our
strategy
Last year we unveiled our Strategic Plan, to capitalise
on the significant future growth opportunities in the
growing global EdTech market.
Underpinning this transformation are a number of key priorities for FY25 and beyond to deliver on our intent
to become a company that has two to three times the value that it has today, de-leveraged, and delivering
double-digit growth with EBITDA five times that of FY23.
Build an organisation
for success
Our target operating model is a consistent focus. By
flattening the internal back office corporate functions to
focus on core processes we are enabling the optimum
customer solution.
RM’s capability, scalability, agility and cost optimisation are
key enablers to our strategy.
Progress in 2023/24
We strengthened our leadership team by appointing
Dr Gráinne Watson as Chief Operating Officer
(COO), and Steph Sanderson as Organisation
Effectiveness Director.
We made wholesale changes to increase our
operational and delivery capabilities.
Reduced reliance on contractors and third-party
advisors by insourcing capability to retain IP and
build expertise.
Priorities for 2024/25
Continue to embed and strengthen our simplified
business model.
Continue to optimise our target operating model.
Strive for operational excellence through the
strengthening of capabilities across customer delivery
teams and continuous improvement of key processes.
Customer focus and transparency from the front-end
through to development.
Link to risk
1
4
3
5
7
8
Create clear line of
sight to three customer
groups – accreditors,
educators and learners
By simplifying our organisation structure and 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 2023/24
With Dr Gráinne Watson in role as COO and
subsequent organisation alignment, we have
strengthened our operations and delivery teams.
We are partnering with key accreditation customers
to scope our assessment solutions offering to
educators and learners.
We commenced strengthening our go-to-market
and delivery team capabilities and processes to
better serve our customer groups.
The launch of our new cross-division Governance
Boards ensures that the customer stays at the centre
of what we do.
Priorities for 2024/25
Host flagship events for our customer groups; for
example our ‘Bridging AI and Assessment’ event in
February 2025.
Continue to work with key accreditation customers to
scope our solution offering for educations and learners.
Link to risk
1
3
5
2
4
7
8
01
02
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Annual report and financial statements 2024
22
Our
strategy
Develop products,
services and solutions
to drive revenue
We are using our deep understanding of the curriculum,
how to assess the curriculum, and how to enhance
learning outcomes, to develop a market-leading product,
services and solutions portfolio.
Our innovative solutions are scalable and present strong
revenue growth opportunities.
Progress in 2023/24
We now have over 400 developers to create tailored
innovations for our customers.
• We successfully processed 21 million tests through
our Global Accreditation Platform.
We deployed our new AI large language model to
enhance our website, linking 9000+ products to the
national curriculum.
• We launched 600+ new products, including 124
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
6000 UK schools and trusts.
Priorities for 2024/25
• Continue to develop the Global Accreditation Platform
in line with the Development Roadmap.
• Deliver our Portfolio Roadmap.
Link to risk
1
3
5
2
4
7
Seize the global
opportunity
We are capitalising on the growing global EdTech market
through our new international sales strategy, the ongoing
development of our Global Accreditation Platform, the
strategic use of AI across our platform, and our market-
leading learning resources.
With a strategic approach to expanding our global
footprint, we expect to increase our global customer base
significantly over the next 18 months.
Progress in 2023/24
• We renewed and won flagship contracts with
international accreditors, IB and CUPA.
• We sold our learning resources into 115 countries.
Priorities for 2024/25
Finalise the set-up of our new legal entity in Dubai.
• Develop and deliver our new International Growth Plan.
Link to risk
1
3
5
2
4
6
7
8
9
03
04
Key to Risk
1
Delivering the growth strategy
2
Liquidity risk
3
Risk of cyber attack
4
Maintaining technical and delivery expertise
5
Delivering at pace in a fast moving market
6
Supply chain dependencies
7
People retention and recruiting
8
Monitoring and compliance
9
Health and safety
RM plc
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Annual report and financial statements 2024
rmplc.com
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01
03
04
Strategic
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.
The EdTech market is growing!
15.9% CAGR
Expected growth rate of global EdTech market
2024–2029 including RM AI solutions for education
Key market drivers:
Assessment
Market opportunities
The global market’s appetite for digitisation of high-stakes
assessment is accelerating across all sectors, and with a growing
desire for software-as-a-service (SaaS)-based solutions. Digital
assessment organisations are seeking a single trusted partner to
lead them through the migration from paper examinations to
digital.
To succeed with digital examinations, learners need access
to, and can benefit from, increased use of digital assessment
technologies throughout the learning journey – not just at the
end when they sit an exam.
The rapid emergence of AI technologies will drive opportunity
to enhance and improve assessment process execution and a
necessity to advance assessment practices.
Engaging learners with modern technology and, as such,
equipping them to embrace new opportunities worldwide
through advanced education and assessment models.
Providing insight and feedback as part of the learning journey
offering students worldwide the best chances to succeed in end-
stage assessment qualifications.
Headwinds
Digital assessment is an emerging market and evolving quickly,
which is leading to customers prolonging procurement timelines
as they consider varied approaches.
Challenging recruitment and skills landscape could impact ability
to move at sufficient pace in the market.
New competitors emerging across the globe offering bespoke
and low-cost solutions within the high-stakes examination
environment.
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
The global EdTech market is
transforming rapidly, with strong
structural drivers. RM is well-positioned
to capture this future growth.
RM plc
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Annual report and financial statements 2024
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Market
overview
Continued focus on
developing IP resources
Opportunities for RM-owned and developed educational resources,
particularly within early years and special educational needs and
disability (SEND), highlighting the importance of childcare education
with learning and development from birth.
Clear focus and drive for existing markets 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.
TTS
Market opportunities
STEM learning, programming and 21st-century
learning remains a key focus. 21st-century
learning skills are widely used to underpin
curricula to enable learners to develop and be
ready with the right workforce skills of the future.
Clear focus and funding for early years and SEND
as many countries are investing in providing
early childcare education and mentally healthy
classrooms, particularly after the pandemic.
Moving deeper into international marketplaces
where the English curriculum is highly
recognised and where we are an already-
recognised provider.
Responding to digital content needs using AI to
enhance the linkage between the TTS product
portfolio and the national curriculum, while
producing additional content to support teachers
in achieving enhanced educational outcomes.
Headwinds
Our view is that the relatively recent change in
UK Government will not improve the continued
budget pressures facing our customers.
Educators increasingly need to see how learning
resources are curriculum aligned to demonstrate
value for money and cross-curricular benefits.
Reductions in the UK birth rate meaning we
will need to deepen our selling channels and
increase our presence in overseas markets.
Technology
Market opportunities
Expansion through existing customer base: The most significant near-
term opportunity lies in cross-selling and upselling our product lines
to current customers, leveraging established relationships. Greater
opportunities, in making 1-1 devices accessible for all pupils as trusts and
schools are moving towards models where pupils have better access to
personal devices.
Resellers/partners: Our extensive portfolio and experience in
partnerships have put us in a prime position to partner with other
providers both in and outside of education. We see opportunity mainly
in the following areas: Service Desk, Connectivity, Intellectual Property
Software (Unify).
Price-driven market: Financial pressure on education budgets is leading
schools to prioritise cost, resulting in a notable decline in managed service
pricing over the past year. RM Technology has reimagined its operating
model and is now able to deliver a gold standard service with a competitive
pricing advantage. This has been evidenced in recent wins in FY24.
Cybersecurity and data privacy: With the rising use of digital tools,
schools are prioritising solutions that safeguard student data and ensure
secure online learning environments.
Headwinds
Changing procurement processes and bureaucracy: Schools and
Multi-Academy Trusts (MATs) are facing more complex procurement
regulations, leading to longer decision-making cycles and potential
delays in project approvals.
Government policy and funding uncertainty: Fluctuations in government
funding, policy shifts, or potential regulatory changes related to
education technology (e.g. stricter data protection laws) could introduce
unpredictability in school purchasing decisions.
Economic pressures and cost management: Broader economic factors,
including inflation and rising operational costs, are prompting schools
to be more strategic in their technology investments. While budgets
remain tight, there is an opportunity to support schools in maximising
value by offering cost-effective solutions, flexible financing options, and
demonstrating clear ROI on technology investments.
Use of technology in education
Accelerating as schools progress on a long-term
digital maturity journey, with only a fraction currently
considered digitally mature by the Department of
Education.
9%
of schools have
reached digital
maturity
31%
of schools have a
‘low’ level of digital
maturity
Stats source: Department for Education
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Annual report and financial statements 2024
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01
03
04
Strategic
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.
Key strengths
A scalable business...
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
01
Long-term, recurring customer
relationships
02
Deep understanding of the
curriculum and how to assess it
03
Talented and dedicated people
04
Strong partnerships with leading
educational establishments
05
Proprietary portfolio
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.
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)
RM Assessment
We are a global leader in platform delivery of digital
assessment and exam marking solutions to world-
leading exam awarding bodies.
The Global Accreditation Platform is at the heart of our
strategic growth plans as customer demand moves
from paper to digital.
We provide formative and summative assessments, such
as GCSEs and A-levels, and general and professional
qualifications globally.
Enriching the lives of learners globally throughout the education cycle
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Annual report and financial statements 2024
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Our business
model
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’re 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.
...generating long-term
relationships...
...and creating
value
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.
Global Accreditation Platform
Designed to help our customers shift from paper to digital, our
platform 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 leading
to retention and
customer advocacy
(RECURRING)
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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)
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Annual report and financial statements 2024
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01
03
04
Strategic
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
In line with our strategy (read more in our
Chief Executive’s statement on pages 18 to
20) we are reviewing the metrics we use
to track our progress. We will announce
our new KPIs in due course, and will report
against them in the 2025 Annual Report.
As a result of this upcoming change,
we have reported performance against
our current KPIs, but have not given any
priorities for the year ahead against these
measures.
To read more about our priorities for
the year ahead, please read our Chief
Executive’s statement on pages 18 to 20.
Reach more
customers
Operational
excellence
Improve share of
customer spend
Attract and
retain talent
Strong financial
discipline
Revenue
Definition
Revenue from continuing operations.
2022
1
2023
1
2024
£175.9m
£166.1m
£180.4m
1
2023 and 2022 have been restated to exclude the revenues of RM Consortium
Commentary on performance
Revenue from continuing operations was down 5.5% in the year to
£166.1m (FY23: £175.9m).
Decline in RM TTS and RM Technology revenues due to market
pressures.
In RM Assessment, growth in underlying contractual platform
revenue was more than offset by declines in legacy project revenues.
Read more in the CFO Statement on pages 32 to 36.
Increased order book will provide revenues in future years.
Adjusted operating profit
Definition
Adjusted operating profit, stated before adjusting items.
2022
2
2023
1
2024
£0.3m as originally reported
£8.6m
£7.5m
2
2023 is shown as originally reported and includes the results of RM Consortium,
which is now presented within discontinued operations.
3
2022 is shown as originally reported and includes the results of RM Consortium,
which is now presented within discontinued operations.
Commentary on performance
Adjusted operating profit is up significantly on the £0.3m originally
reported in FY23, which included Consortium losses.
Adjusted operating profit from continuing operations is down 7.8%.
This is due to more corporate costs being allocated to the remaining
divisions following the closure of RM Consortium.
Read more in the CFO Statement on pages 32 to 36.
Note: Adjusted operating profit is an Alternative Performance Measure, stated after
adjusting items (see Note 6) which are identified by virtue of their size, nature and
incidence. The Group reports adjusting items, which are used by the Board to monitor
and manage the performance of the Group, in order to ensure that decisions taken
align with the Group’s long-term interests. Adjusting items are identified by virtue of the
size, nature or incidence at a segment level and their treatment is applied consistently
year-on-year.
Strong financial discipline
RM plc
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Annual report and financial statements 2024
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Key performance
indicators
Adjusted diluted EPS
Definition
Earnings per share from continuing operations, stated after
adjusting items, diluted by the number of share options
outstanding.
2022
2
2023
1
2024
(4.9)p
11.7p
4.2p
1
2023 has been restated to exclude the operating loss of RM Consortium,
which is now presented within discontinued operations.
2
2022 is shown as originally reported and includes the operating loss of RM
Consortium, which is now presented within discontinued operations.
Commentary on performance
EPS benefited from a £7.4m tax credit due to recognising tax
losses carried forward as an asset.
Read more in the CFO Statement on pages 32 to 36.
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 Group reports adjusting items, which are used by the Board
to monitor and manage the performance of the Group, in order to ensure that
decisions taken align with the Group’s long-term interests. Adjusting items are
identified by virtue of the size, nature or incidence at a segment level and their
treatment is applied consistently year-on-year.
Cash conversion (adjusted)
Definition
Defined as adjusted cash flow from operating activities
divided by adjusted operating profit from continuing operations.
2022
2
2023
1
2024
(57)%
158%
49%
1
2023 has been restated to exclude the operating loss of RM Consortium,
which is now presented within discontinued operations.
2
2022 is shown as originally reported and includes the operating loss of RM
Consortium, which is now presented within discontinued operations.
Commentary on performance
Cash conversion in FY24 benefited from much improved
working capital performance and a £1.1m tax refund.
Read more in the CFO Statement on pages 32 to 36.
Note: Adjusted cash conversion is an Alternative Performance Measure, stated
after adjusting items (see Note 6) which are identified by virtue of their size, nature
and incidence. The Group reports adjusting items, which are used by the Board
to monitor and manage the performance of the Group, in order to ensure that
decisions taken align with the Group’s long-term interests. Adjusting items are
identified by virtue of the size, nature or incidence at a segment level and their
treatment is applied consistently year-on-year.
Why it is important / link to strategy
Need to invest while balancing risk and stakeholder needs. Restore confidence in financial management and reduce debt levels.
Adjusted net debt
Definition
Defined as the total of borrowings, cash and cash equivalents
and overdrafts, less capitalised fees. Lease liabilities are excluded.
2022
2023
2024
£45.6m
£51.7m
£46.8m
Commentary on performance
Adjusted net debt increased £6.1m.
£11.8m of cash generated from operations was used to invest
£4.8m in the Global Accreditation Platform, make £4.3m of
pension deficit payments, and pay £3.4m of lease repayments
and £6.6m of interest and finance charges.
Read more in the CFO Statement on pages 32 to 36.
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 Group reports adjusting items, which are used by the Board
to monitor and manage the performance of the Group, in order to ensure that
decisions taken align with the Group’s long-term interests. Adjusting items are
identified by virtue of the size, nature or incidence at a segment level and their
treatment is applied consistently year-on-year.
Global Accreditation Platform revenue growth
Definition
Defined as the proportion of total RM Assessment revenue
derived from delivering assessments through our accreditation
platform.
2023
50.6%
2024
60.4%
Commentary on performance
Platform revenue increases were driven by new customer 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.
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Annual report and financial statements 2024
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01
03
04
Strategic
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
RM Assessment
Average revenue per customer
2022
2023
2024
XX
£658,918
£642,918
£704,339
TTS
Average revenue per customer
2022
2023
2024
1,052
1,012
1,061
1,477
£45,663
£45,584
£42,276
UK
International
RM Technology
Average revenue per customer
2022
2023
2024
XX
£14,056
£14,710
£13,142
Commentary on performance
Strategic digital platform revenue in RM Assessment grew
12% in FY24.
UK growth in TTS of 2.8% limited by challenging UK
schools market and offset by international market
conditions.
Technology revenue down due to challenging UK
schools market with managed services contract wins in
H2 to benefit FY25.
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
2022
2023
2024
XX
50
48
45
TTS
Number of trading customers
2022
2023
2024
49,529
49,491
53,246
543
506
473
UK
International
RM Technology
Number of trading customers
2022
2023
2024
XX
4,105
4,140
4,109
Commentary on performance
RM Assessment saw very high customer retention rates
and new customer wins across different sectors.
Large numbers of trading customers in TTS as expected
given the nature of the business.
Technology broadly flat while an increasing number of
recurring managed services contracts secured.
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Annual report and financial statements 2024
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Key performance
indicators
continued
Operational excellence
Why it is important / link to strategy
• High-touch customer requirements
• Create ability to invest
Definition
• Adjusted operating margin is calculated as adjusted
operating profit as a percentage of revenue (see Note 4)
RM Assessment
Adjusted operating margin
2022
2023
2024
24.2%
18.9%
17.5%
TTS
Adjusted operating margin
2022
2023
2024
7.4%
8.6%
9.7%
7.8%
RM Technology
Adjusted operating margin
2022
2023
2024
1.3%
3.6%
6.6%
Commentary on performance
• Following the closure of Consortium, more of the
corporate overhead is allocated to the remaining divisions.
This has led to a fall in the adjusted operating margin
shown for RM Assessment and RM TTS for FY24. The
contribution of the divisions before overhead allocation
was however broadly the same as last year.
• The adjusted operating margin for RM Technology
improved in FY24 due to operational efficiencies and cost
savings.
Read more in the CFO Statement on pages 32 to 36.
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 survey participation – number of employees
as a percentage of total employees who completed the
engagement survey
• Employee engagement score – score based on a
combination of three scores for questions linked to
employee engagement, retention and loyalty
Employee participation rate
2023
2022
2024
80%
79%
93%
Employee engagement score
2023
2024
57%
65%
65%
2022
Commentary on performance
• The FY24 survey was refreshed to provide comprehensive
reporting and greater insight into how our people feel
working in the business.
We changed our survey provider in 2024 and in doing
so reduced the set of questions that make up the
engagement score from five to three, therefore annual
scores cannot be compared like for like.
• The Company continues to transform and despite this
engagement has increased.
• Many scores have increased, most notably; Company
pride, safety culture, inclusion, work life balance,
collaboration, and alignment and involvement. All areas of
focus from last year.
01
03
04
Strategic
RM plc
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Annual report and financial statements 2024
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31
The year started with the closure of the
heavily loss-making Consortium business,
then continued with significant amounts
of reorganisation and cost reduction.
All three remaining divisions have faced
into significant headwinds in the form of
high cost inflation, challenging domestic
and international schools’ markets and,
in RM Assessment, the need to renew a
significant proportion of the underlying
contract base. Despite these challenges,
each division has ended the year with
higher profit contribution percentages than
in FY23.
The closure of Consortium during the year
has impacted the way our financial results
are presented, as the prior year’s results are
restated to remove the statutory reported
loss made by Consortium and show it
instead in discontinued operations. In FY24
corporate overheads are now allocated
over the remaining three divisions, rather
than the four divisions that operated in
FY23. To aid understanding of the true
financial performance of the business,
we therefore have added the previously
reported FY23 numbers to the Financial
Performance table; and added divisional
contribution figures to the divisional
performance table, which shows the profit
contribution each division makes to RM.
Revenue from continuing operations in
FY24 declined by 5.5% to £166.1m as a
result of market pressures impacting both
RM TTS and RM Technology, but also
the expected decline in legacy project
revenues in RM Assessment. These declines
offset positive movement in TTS UK
revenues, seeing the business gain market
share, and a 12% increase in recurring
platform revenues in RM Assessment.
Despite the in-year revenue decline, the
business delivered an adjusted operating
profit (AOP) of £8.6m (EBITDA £13.1m)
compared to the £0.3m (EBITDA £7.0m)
reported in FY23, which included a £9.7m
loss in respect of Consortium. This 5.2%
AOP margin marks a return towards
more normal levels of profitability but still
contains room for improvement, as many
of the cost savings initiated during the year
will not fully materialise until later years.
RM Assessment renewed 78% of its long-
term contracted revenue in the year and
won two major digital transformation
contracts with International Baccalaureate
(IB) and Cambridge University Press &
FY24 was a ‘Year of
Transformation’ for RM
and it is clear to see that in the
financial results.”
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Annual report and financial statements 2024
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CFO’s
statement
Assessment (CUPA). The incremental
revenue and profit from
these new contract wins will not materialise until later in the
contract periods as RM Assessment supports these major
customers on their journey from paper to digital assessments.
In addition, there has been a significant increase in the value of
Contract Fulfilment Asset (from £3.9m to £8.6m) on the balance
sheet during the year, the revenue from which will be recognised
in the future once contractual performance obligations have been
met. As a result of these contract renewals and wins, the value of
contracted orderbook in RM Assessment has increased 2.3x over
the prior year to over £95.7m of future contracted revenue.
In this ‘Year of Transformation’, we continued to identify and
execute on significant cost reductions. In addition to the £10m of
annualised cost savings initiated in FY23, we identified and initiated
a further £10.6m of cost savings in FY24. Savings initiated in FY24
were partially linked to the closure of Consortium (£3.2m), the
consolidation of our warehouses into a single distribution centre in
Harrier Park (£2.0m), further consolidation of excess office space
(£1.2m), IT savings (£1.9m) and further reductions in third-party and
headcount costs as we continued our transformation to a more
streamlined target operating model. These cost savings have been
partially offset by increased inflation in the UK, the annualised
impact of the new Senior Management Team, increased incentive
payments due to the return to material profitability, and a
reinvestment into sales and marketing capabilities especially in
RM Assessment. The cost of this restructuring can be seen within
our adjusting items, and we expect to incur further restructuring
costs related to the move towards a target operating model in
FY25. While the transformation of RM is far from complete, this
£20m+ of cost savings initiated so far has set the business up well
for future profitable growth but further restructuring projects are
expected to be required during the next few years.
The business remains highly leveraged and saw adjusted net debt
increase during the year by £6.1m to £51.7m. FY24 saw a return
to more normalised levels of working capital movements, but
also significant previously agreed contributions to our defined
benefit pension schemes (£4.3m), interest payments (£5.6m)
and an increase in capital expenditure (£4.8m) primarily linked
to investment in building our Global Accreditation Platform.
Throughout FY24, RM operated well 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. An agreed deleveraging plan
remains underway, and we have already started discussion with
our lenders around revised agreements to replace our existing
facilities which run until July 2026.
Finally, as previously identified, the financial control environment
within RM has been below the required standard, as a result
of a lack of focus in previous years. The RM finance team has
worked extremely hard during this ‘Year of Transformation’ to
make significant improvements to the control environment. All
processes and key controls within the four major sub-functions of
finance have been enhanced, documented and monitored during
the year. While there is still further work to do, I am confident that
as we exit FY24 we have a control environment, that is not only
improved, but is now suitable for a business like RM.
Financial performance
£m
FY24
FY23 as
reported
4
Variance
FY23
restated
4
Variance
Revenue from continuing operations
166.1
195.2
(14.9)%
175.9
(5.5)%
(Loss)/profit before tax from continuing operations
(12.1)
(41.2)
(70.6)%
12.4
n/a
Discontinued operations
1
(0.9)
14.2
n/a
(31.7)
(97.3)%
Statutory loss after tax
(4.7)
(29.1)
(83.7)%
(29.1)
(83.7)%
Diluted EPS from continuing operations
(4.6)p
(51.8)p
(91.1)%
3.1p
n/a
Adjusted performance measures
2
:
Divisional contribution excluding corporate costs
4
32.8
25.5
28.8%
32.0
2.7%
Divisional contribution margin
4
19.8%
13.1%
6.7%
18.2%
1.6%
Adjusted operating profit from continuing operations
8.6
0.3
2,663.6%
9.3
(7.8)%
Adjusted operating profit margin
5.2%
0.2%
5.0%
5.3%
(0.1)%
Adjusted EBITDA
13.1
7.0
87.2%
15.0
(12.9)%
Adjusted profit/(loss) before tax from continuing operations
2.4
(5.2)
n/a
3.8
(36.5)%
Adjusted diluted EPS from continuing operations
11.7p
(15.8)p
n/a
(4.9)p
n/a
Adjusted net debt
3
51.7
45.6
13.3%
45.6
13.3%
1
Discontinued operations in FY23 as reported include the results and net gain on disposal arising from the sale of the RM Integris and RM Finance businesses and related assets
on 31 May 2023, and in FY23 restated and in FY24 also include the closure of RM Consortium, which occurred during the year ended 30 November 2024.
2
Throughout this statement, adjusted operating profit, adjusted EBITDA, adjusted profit/(loss) before tax and adjusted diluted EPS are Alternative Performance Measures,
stated after adjusting items (see Note 6) which are identified by virtue of their size, nature and incidence. Their treatment is applied consistently year-on-year.
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 £15.0m (2023:
£16.5m) 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).
4
The closure of Consortium during the year has required restatement of the prior year to show the reported loss made by Consortium as discontinued operations (see Note
33). In FY24 corporate overheads are now allocated over the remaining three divisions, rather than the four that operated in FY23. To aid understanding of the true financial
performance of the business, we therefore have added the previously reported FY23 numbers to the Financial Performance table, and added divisional contribution figures to
the divisional performance table, which shows the profit contribution each division makes to RM (see Note 4).
RM plc
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Annual report and financial statements 2024
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33
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Strategic
Divisional performance
Divisional contribution has been added as a new metric this year. Divisional contribution is Adjusted operating profit before the allocation
of corporate overheads (see Note 4 to the Financial Statements).
£m
FY24
FY23
Variance
RM TTS:
Total revenue
72.4
75.9
(4.5)%
UK revenue
53.7
52.2
2.8%
International revenue
18.7
23.7
(20.7)%
Divisional contribution
8.9
8.8
0.6%
Divisional contribution margin
12.2%
11.6%
0.6%
Adjusted operating profit
5.4
5.9
(10.0)%
Adjusted operating profit margin
7.4%
7.8%
(0.4)%
RM Assessment:
Revenue
39.7
42.3
(6.2)%
Divisional contribution
14.4
14.9
(2.9)%
Divisional contribution margin
36.4%
35.1%
1.3%
Adjusted operating profit
6.9
10.3
(32.3)%
Adjusted operating profit margin
17.5%
24.2%
(6.7)%
RM Technology:
Revenue:
54.0
57.7
(6.4)%
Divisional contribution
9.5
8.3
14.9%
Divisional contribution margin
17.6%
14.4%
3.2%
Adjusted operating profit
3.6
0.7
374.0%
Adjusted operating profit margin
6.6%
1.3%
5.3%
RM TTS revenues decreased by 4.5% to £72.4m (FY23: £75.9m).
Continuing budgetary pressures for UK schools saw TTS’s core UK
education market decline by 5.5%. TTS’ strong offering however
allowed it to increase its market share by 1.4% to 15.0% and grow
revenue by 2.8%. TTS International had a more challenging year
with several of its key markets seeing similar election disruption
and budgetary uncertainty as the UK. TTS International revenues
declined by £5.0m in the year, although strong order intake at the
end of year is giving reasonable confidence going into FY25. The
closure of Consortium at the beginning of the year has freed TTS
up to focus on its core offerings, while also adding selected new
products from the Consortium range. New customer acquisition in
TTS as a result of this has been strong with 12,214 new customers
being added in the year. The closure of Consortium also enabled
TTS to rationalise its cost base with the most significant change
being the closure of its Sherwood Park distribution centre and
consolidation into the larger Harrier Park. We are extremely
pleased that, despite this significant upheaval during the year,
TTS’ contribution to Group profitability increased marginally to
£8.9m (FY23 £8.8m). As a result of a higher allocation of corporate
overheads (£3.5m in FY24, £2.9m in FY23) adjusted operating profit
decreased to £5.4m (FY23: £5.9m) and adjusted operating margin
decreased to 7.4% (FY23: 7.8%).
RM Assessment revenues decreased by 6.2% to £39.7m (FY23:
£42.3m). This was entirely driven by the expected reduction in
legacy project contracts. Revenue from these contracts declined
as expected by £5.1m (42.9%) in the year. Revenue from underlying
recurring contracts increased by 10.0% with revenue from RM’s
Digital Assessment platform increasing by 12% in year, as a result of
higher volumes of digital assessments being processed. Divisional
contribution reduced marginally to £14.4m (FY23: £14.9m), with
increased investment in sales and marketing capability adding
to the impact of lower total revenue. Adjusted operating profit
reduced to £6.9m (FY23: £10.3m) and adjusted operating margin
reduced to 17.5% (FY23: 24.2%) as the division now receives a
significantly higher allocation of corporate overheads (£7.5m in
FY24, £4.6m in FY23).
RM Technology revenues decreased by 6.4% to £54.0m (FY23:
£57.7m) reflecting the annualised impact of contract losses in
the Services and Connectivity business. New contract wins in the
second half of the year have not materially contributed to revenue
in the period. Revenue from hardware sales and digital platforms
increased by 2.8% in year, reflecting the division’s ability to cross
sell into its contracted customer base. Divisional contribution
increased to £9.5m (FY23: £8.3m) on the back of declining
revenue, due to the annualised impact of operational efficiencies
and cost savings initiated in the prior year, as well as additional
restructuring undertaken in year. Adjusted operating profit
increased to £3.6m (FY23: £0.7m) and adjusted operating margin
increased to 6.6% (FY23: 1.3%), due to the higher contribution
and a lower allocation of corporate overheads in year (£6.0m in
FY24, £7.5m in FY23). Technology is now a stable and consistently
profitable business with new customer wins, which will positively
impact future revenue growth.
Group adjusted profit before tax was £2.4m versus a restated FY23
result of £3.8m, with the prior year losses of the discontinued
RM plc
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Annual report and financial statements 2024
34
CFO’s
statement
continued
Consortium business removed. The £2.4m FY24 profit is a £7.6m
increase on the actual FY23 reported loss of £(5.2)m; reflecting the
closure of Consortium, improved contribution margin from the
three remaining divisions and reduced corporate overheads, offset
by higher interest costs.
Statutory loss after tax was £4.7m (FY23: loss of £29.1m), the
significant improvement was driven by the underlying operational
profitability of the business this year but also the adjustments in
prior year including a £38.9m impairment relating to the decision
to close the Consortium business, a £10.6m gain from the sale of
IP addresses and a £13.5m gain on the sale of RM Integris and RM
Finance, and a £8.3m tax credit.
Adjusted diluted earnings per share from continuing operations
was 11.7p (FY23: 4.9p loss) and Statutory diluted loss per share from
continuing operations was 4.6p (FY23: earnings of 3.1p).
RM Consortium closure
On 24 November 2023, the Group announced the decision to
close the RM Consortium business, part of the RM Resources
Division, with trading ceasing on 8 December 2023 after which all
unfulfilled orders were cancelled.
During the year, all operations ceased and therefore the financial
loss for the year of £1.2m has been disclosed as discontinued
operations. All comparative figures have also been represented as
discontinued operations.
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. These include a £9.3m impairment
of TTS goodwill which has been booked in FY24. This impairment
has arisen 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 schools budgets. These
cashflow reductions have also resulted in a £3.2m impairment in
RM plc’s investment in RM Educational Resources Limited.
Adjusting items (total operations) £m
FY24
FY23
Amortisation of acquisition-related intangible assets
0.4
1.7
Impairment of RM TTS goodwill
1
9.3
Impairment of RM Consortium assets
2
(0.5)
38.9
Restructuring costs
3
4.6
2.7
Cost of GMP conversion
0.3
Configuration of SaaS licences (ERP)
4
3.1
Independent business review related costs
0.5
Total adjustments to administrative expenses
14.1
46.9
Sale of IP addresses
5
(10.6)
Gain on disposal of operations
(0.2)
Total adjustments
14.1
36.1
Tax impact
(0.8)
(6.0)
Total adjustments after tax
13.3
30.1
Gain on disposal of discontinued operations
6
(13.5)
Total adjustments after tax
13.3
16.6
1
A £9.3m impairment of TTS goodwill has been booked during FY24. This impairment has arisen 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 schools budgets.
2
FY23 includes £10.6m of goodwill impairment, £17.4m of impairment of other intangible assets, £5.9m of impairment of property, plant and equipment, £2.8m of
inventory write-downs, £0.7m write-off of other current assets and an onerous contract provision of £1.5m in respect of IT licences. FY24 is a partial write-back of the
previous inventory write-down.
3
FY24 restructuring costs relate to the implementation of the Group’s new target operating model announced last year. These costs include £1.5m impairments and
provisions for exited properties to the end of their leases in 2026, £1.2m redundancy costs which were all paid during the year, £1.5m of professional fee and contractor
costs, and costs of £0.4m related to the consolidation of the TTS distribution centre in March 2024.
Further costs in respect of the target operating model are
anticipated into H1 FY25.
4
The configuration and customisation costs relating to the ERP replacement programme, have been expensed in accordance with IAS 38: Intangible Assets and
IFRIC agenda decisions, but have been treated as adjusting items as they were a significant component of the Group’s warehouse strategy.
5
Income generated following the completion of the sale of IP addresses.
6
During FY23 the Group completed the disposal of the Integris and Finance business which generated a gain on sale of operations of £13.5m.
01
03
04
Strategic
RM plc
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Annual report and financial statements 2024
rmplc.com
35
Inventory
Inventories increased by 8.8% to £15.2m (FY23: £14.0m) primarily
due to timing of TTS International orders and forward buying
inventory in advance of large orders anticipated early in FY25.
Corporate costs
Corporate costs in the period were £7.3m, down from £7.6m
in FY23 on a restated basis, primarily as a result of increased
accounting charges for share-based payments to senior
management (no share-based pay awards vested or were paid out
in the period) offset by corporate recharges previously recharged
to Consortium being restated centrally.
Taxation
There was an £8.3m tax credit on continuing operations for
the year (FY23: £9.8m tax charge). This is principally due to the
recognition of an £8.5m deferred tax asset at 30 November 2024
(FY23: £0.2m).
Disposals
During FY22, the Group agreed to sell the RM Integris and RM
Finance businesses from within the RM Technology Division and
completed on 31 May 2023, which generated a net gain on sale of
operations of £13.5m during the year ended 30 November 2023.
The performance of these businesses has been classified and
presented as discontinued operations within the Financial
Statements. In FY23 these businesses generated £2.4m of revenue
and £0.8m of adjusted operating profit.
Cash flow, net debt and lender agreement
On a statutory basis, net cash inflow from operating activities was
£8.4m (FY23: outflow of £10.5m), which includes £4.3m (FY23:
£4.5m) of deficit recovery payments made to the Group’s defined
benefit pension schemes during the year. These payments reduce
to £1.2m in each of the next two years and then cease altogether.
Adjusted net debt closed the year at £51.7m (FY23: £45.6m) as the
£8.4m net cash inflow from operating activities (see above) was
offset by £4.8m of asset purchases (FY23: £1.1m), £5.6m of interest
paid (FY23: £5.0m), £1.0m of facility arrangement fees (FY23:
£1.7m) and £3.4m of lease repayments (FY23: £3.5m).
In March 2024 the Group secured an agreement with its lenders,
which extended the existing £70.0m facility to July 2026. 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 were further reset in March 2025 as follows:
A quarterly LTM EBITDA (excluding discontinued operations
and Consortium) covenant test to the quarter ended
28 February 2026; 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, with step down periods applying from 1 January
to 21 March 2025, 1 August to 17 October 2025, and 1 January to
21 March 2026, during which the minimum liquidity requirement is
reduced from £7.5m to £5.0m. This liquidity limit is the minimum
amount RM must have available under the facility, taking into
account cash and the amount left to draw.
While the current banking facilities end in July 2026, 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 page 48.
Balance sheet
The Group had net assets of £17.1m at 30 November 2024 (FY23:
£17.8m). The balance sheet includes non-current assets of £90.1m
(FY23: £81.5m), of which £29.2m (FY23: £38.5m) is goodwill and
£20.5m (FY23: £12.8m) relates to the Group’s defined benefit
pension scheme which is discussed further below.
Operating property, plant and equipment, intangible and right-
of-use assets total £26.1m (FY23: £27.8m). Additions to intangible
assets, primarily relating to the development of the Global
Accreditation Platform, have been offset by depreciation and
amortisation. IP address assets utilised as part of the Connectivity
business are included at £nil cost.
Net current assets of £0.2m (FY23: £8.9m) are below prior year as
operating cash generated by the Group has been used to invest
in intangible assets for the Global Accreditation Platform, pay debt
interest, and make contributions to the defined benefit pension
schemes.
Non-current liabilities of £73.2m (FY23: £72.6m) includes
borrowings of £55.5m (FY23: £53.7m), and lease liabilities of
£12.8m (FY23: £14.3m) which are predominately associated with
the Group 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 is a non-trading investment holding Company and
derives its profits from dividends paid by subsidiary companies.
The Company has £nil (FY23: £nil) distributable reserves as at
30 November 2024. The Directors regularly review the Group’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.
RM plc
|
Annual report and financial statements 2024
36
CFO’s
statement
continued
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 Group’s 2024 Annual Report,
which could have a negative impact on the performance of the
Group or its ability to distribute profits.
Pension
The Company operates two defined benefit pension schemes
(RM Scheme and CARE Scheme) and participates in a third, multi-
employer, defined benefit pension scheme (the Platinum Scheme).
All schemes are now closed to future accrual of benefits.
As set out in Note 24 to the Financial Statements, the overall
pension surplus on an IAS 19 basis has improved by £8.1m to a
surplus of £20.5m (30 November 2023: £12.4m) with all three
schemes now in surplus. The increase in surplus is mainly due to
the deficit contributions made and an improved return on scheme
assets.
The 31 May 2024 triennial valuation for the RM and CARE schemes
was approved in March 2025, with the previous total scheme
deficit becoming a technical surplus.
The deficit recovery
payments set by the 31 May 2021 valuation of £4.4m per annum
until the end of 2024, which then reduce to £1.2m per annum until
the end of 2026, will continue but no further recovery payments
will be required after that date.
Internal controls
During the year, the Group has continued to document and
embed financial and governance controls. This project has been
rolled out across 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.
As the operating effectiveness of controls still needs to be
measured and improved, additional resource has been added to
the Internal Audit & Internal Controls team in order to undertake
regular walkthroughs of the processes, validate that controls are
operating as designed, and check that the evidence of these
controls is appropriate.
As a by-product of providing greater assurance to management
over the effectiveness of financial controls, the Group also expects,
in time, to transition to a controls-based audit approach.
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
FY25 management will work to ensure that controls are properly
embedded through a programme of self-certification and testing
by the Internal Audit & Internal Controls team.
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 2026 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 138,
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 2024, the Group had net debt of £51.7m
(30 November 2023: £45.6m) and drawn facilities of £57.0m
(30 November 2023: £55.0m). Average Group net debt
over the year to 30 November 2024 was £53.8m (year to
30 November 2023: £55.0m) with a maximum borrowings position
of £60.7m (year to 30 November 2023: £64.8m). 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. Net current assets
have reduced from £8.9m at 30 November 2023 to £0.2m at
30 November 2024, as operating cash generated by the Group has
been used to invest in intangible assets for the Global Accreditation
Platform, pay debt interest, and make contributions to the defined
benefit pension schemes.
As set out in Note 25 of the Financial Statements for the year
ended 30 November 2024, the Group has a £70.0m (2023:
£70.0m) committed bank facility (the facility). The facility is due to
mature on 5 July 2026. 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 49, 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 2026. This 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 Group’s forecast performance against the
following covenants:
A quarterly LTM EBITDA (excluding discontinued operations)
covenant test to the quarter ended 28 February 2026. This
covenant was originally to be replaced by a quarterly EBITDA
leverage test and interest cover test, which were required to be
below and above 4x respectively from February 2026, but an
amendment was sought and granted by the lenders as a result of
forecasting to breach the interest cover element only under the
base budget; 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, with step down periods
applying from 1 January to 21 March 2025, 1 August to
17 October 2025, and 1 January to 21 March 2026, during which
the minimum liquidity requirement is reduced from £7.5m to
RM plc
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Annual report and financial statements 2024
rmplc.com
37
01
03
04
Strategic
£5.0m. These step downs were agreed with the lenders in our
ordinary course of relationship management in order to manage
potential downside risk, as our base budgets do not forecast a
breach. 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.
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 2024 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 sales in the
RM Technology Division; and
Growth from UK sales and, more significantly, international
partnerships, where the base case assumes an increase in market
share through customer wins and new product launches as well
as higher average order values, 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, interest and pension 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
removes a number of the growth assumptions from the base case
including:
·In the RM Assessment Division:
Delay in the delivery of a large contract in FY25; and
Reduced success of the new repeatable offer.
·In the RM Technology Division:
Reductions in renewal rates below the current run rate;
Achieving only 80% of budgeted wins in the Connectivity and
Managed Services revenue streams; and
No growth in hardware sales..
·In the RM TTS Division:
UK and European markets do not return to growth, and
market share growth does not occur;
Delays in a significant new distributor arrangement; and
RM plc
|
Annual report and financial statements 2024
38
CFO’s
statement
continued
The reasonable worst-case scenario has the following impact on
the base case forecast for the Group:
2025: A revenue reduction of £24.0m, an EBITDA reduction of
£9.9m, and cash reduction of £10.5m.
2026: A revenue reduction of £25.6m, an EBITDA reduction of
£10.5m, and cash reduction of £11.5m.
While the Board believes that all reasonably plausible downsides
occurring together is highly unlikely, the Group would continue
to comply with covenants under the facility until the quarter
ended August 2025, when the hard liquidity covenant would be
breached, and November 2025, when the EBITDA covenant would
be breached. The Board’s assessment of the likelihood of a further
downside scenario is remote. Management has undertaken reverse
stress testing that demonstrates that, should sales reduce in TTS by
£13.3m (38%) or Technology by £17.4m (67%) in the second quarter
of the year ended 30 November 2025 in isolation, 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 mitigating actions include not paying
discretionary bonuses, reducing other discretionary spend, selling
surplus IP addresses, and management of payables and receivables.
These are actions the Group has taken before and therefore the
Board is confident of its ability to deliver these mitigating actions
if required. Further actions could include reduction of capital
expenditure and delaying recruitment, which could impact the
longer-term speed at which the Group returns to its forecast
financial position.
Modelling indicates that the enactment of these
mitigations against the reasonable worst-case downside scenario
would avoid a breach of either covenant during the going concern
review 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 Group provides the following information on its principal
risks and uncertainties. The Group considers strategic, operational
and financial risks and identifies actions to mitigate those risks. Risk
management systems are monitored on an ongoing basis. The
principal risks and uncertainties are set out on pages 42 to 45.
Directors’ responsibility statement
The 2024 Annual Report and financial statements, which will
be issued in April 2025, 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 17 March 2025,
the Directors confirm to the best of their knowledge:
• the Group and unconsolidated 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 Company,
and the undertakings included in the consolidation taken as a
whole; and
• the performance review contained in the Annual Report
and Accounts 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
17 March 2025
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01
03
04
Strategic
The management of the business and the execution of the Company’s strategy are subject
to a wide range of risks.
Risk management framework
RM has a defined and documented risk management framework
which is aligned to best practice and subject to continual
improvement.
The framework is overseen by the Board and reviewed by the
Audit and Risk Committee at least once a year and when there are
significant changes affecting RM’s risk profile. A key objective is to
ensure a level of consistency and rigour appropriate to its business
strategy and operations.
In addition, RM has procedures in place to ensure that principal
risks and emerging threats that may impact the business in
the longer term are identified, evaluated and managed at the
appropriate level within the organisation.
Risk registers are produced by each division and line function (e.g.
people, finance, legal) and key risks from these are compiled in
the Group Risk Register. Risks are identified and scored in terms
of impact and likelihood, after taking into account the current
controls. 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, the Company cannot
eliminate all risks.
Risks are categorised under the following categories: financial,
infrastructure and technology, legal, operational, political,
reputational, security, strategic and emerging.
Exec / Board
Group Risk Register
Group Risk and Compliance
Committee
Chaired by CFO
Strategy, risk appetite, etc.
Ownership of Group Risk Register
Quarterly Risk Reviews
New risks, updates on
mitigation, etc.
Updated Group Risk Register
Risk Report
Group Risk Management Framework
Board Audit and Risk Committee
Assessment
TTS
Finance
H&S
People
Legal / Data
Protection
IT
Technology
RM India
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Managing the
Group’s risks
Emerging Risks
In addition to identifying, evaluating and mitigating
the principal risks that might impact the range of
Group 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 2025 can be
summarised as follows:
Artificial Intelligence (AI)
The rapid emergence of AI technologies is likely to
have a significant impact on education and assessment
markets in the years to come. RM is closely monitoring
market and industry trends to identify both risks and
opportunities and has started developing tools with AI
capabilities within Assessment, TTS and Technology. AI is
also likely to have an impact on internal functions such
as finance and HR.
International growth
Data protection legislation in certain jurisdictions may,
to some extent, limit ability to win assessment work
throughout the world without in-country presence.
This is not expected to be a significant risk to growth
ambitions and can be mitigated.
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 Group Risk Framework, with the
result that some may become principal risks, or in some
cases, an emerging risk may diminish in significance.
A systematic risk review is conducted at least quarterly. Each
new version of the Group Risk Register is evaluated by Executive
Directors, Company Secretary, and the Head of Legal, as well as
the Group Risk and Compliance Committee.
The Board reviews the principal and emerging risks faced by the
Group and approves the Group 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
Group’s strategic priorities, including RM’s proposition to meet and
exceed customers’ expectations and supporting 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 Group and
appropriate processes have been put in place to monitor and
mitigate them. Further details are also set out in the Corporate
Governance Report.
01
03
04
Strategic
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Potential
Impacts
Current Mitigation
Planned Mitigation
Trend
1
A range of factors such as adverse market conditions, operational failures, not winning new business, or
a lack of investment in our digital capability, could cause a failure to deliver our growth strategy
(see page
22 to 23).
Inability to
grow earnings
could put
pressure on the
Group’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 and strategic Assessment
Division
Securing long-term customer contracts
Agreement with lenders to support turnaround
Continuing journey towards
a more customer-centric
company
Continued substantial focus
and investment in Global
Accreditation Platform and
owned IP
Further cost saving initiatives
and material reduction in
net debt
Monitor carefully and enact
further mitigants if required
2
The Group 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
Weekly cash forecasts prepared by Finance and monitoring of
headroom against the banking covenants
Monthly working capital reviews by with each of the divisions
The Group 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 over
the course of the next two
financial years
Link to strategic objectives
Year-on-year trend
Growth
Customer experience excellence
Global accreditation platform development
People investment
Financial discipline
Increasing risk
Decreasing risk
Unchanged from previous year
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Principal risks and
uncertainties
Potential
Impacts
Current Mitigation
Planned Mitigation
Trend
3
If RM’s security controls are inadequate it could be vulnerable to a cyber-attack 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, including penetration testing, vulnerability scanning
and MDR (Managed Detection and Response) service
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 Group Executive
External audit of systems, processes, compliance, etc.
Cyber insurance and property and business interruption
insurance cover
Continued expansion of
controls testing across key
systems and applications
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 below)
Internal management control processes, e.g. programme
steering committees, change boards, etc.
Strengthened the operational and delivery capability through
our new operating model which includes our new COO
overseeing operational performance and customer delivery
aspect in Assessment
Further investment in our
Global Accreditation Platform
including technical experts
as we continue to grow our
onshore delivery capabilities
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01
03
04
Strategic
Potential
Impacts
Current Mitigation
Planned Mitigation
Trend
5
If RM is unable to effectively deliver new and changed solutions at an optimal pace it could lose out on
assessment opportunities in a fast-moving market.
Revenue
and growth
opportunities
could be lost
impacting
financial
performance
• Changes are addressed by the respective product and
development teams through an iterative process
• Content-related customer changes are developed using
centralised content teams, or project specific teams for
large change
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
• Five-year plan of investment,
totalling £25 million, in
Assessment solutions,
including for learners, as
well as awarding bodies and
professional organisations
• Project established to drive
further quality and velocity
improvements in the core
delivery teams
Enhancing UK teams to allow
for additional demand and also
a significant increase in the
velocity of delivery
• Implement agreed technical
investments to reduce
legacy technical debt in core
products, improving time to
market for further change
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
The Group Head of Procurement is focusing on streamlining
the supplier database in order to minimise risk and exposure
• The growth ambitions of TTS
International 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
• Retention bonuses instigated
• Recruitment strategy to target problem areas
• Annual benchmarking of remuneration to ensure we remain
market competitive
• Training programmes to assist staff development
• Succession planning
• Talent management and
career planning processes
• Learning and development
strategy and plan for FY25
• Employee health, safety and
wellbeing plan for FY25
• Line management
development
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Principal risks and
uncertainties
continued
Potential
Impacts
Current Mitigation
Planned Mitigation
Trend
8
If the Group 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
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 H&S Manager appointed in FY24
Updated H&S Policy launched
Group H&S Committee established
Critical employee training cohorts undertaken (e.g. engineers,
operatives in warehouse)
Accident management – stress test for fatal incident, process
and workflow identified
Incident reporting framework is in place
Fire risk assessments conducted
Gap analysis of current health
and safety management
across the organisation
Action plan to simplify
and standardise policies,
processes and procedures
All-employee training
initiative
Site inspections for all
locations of work
Risk assessment
competencies
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.
01
03
04
Strategic
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45
The Directors’ assessment of the Group’s
current financial position is set out in the
CFO’s statement on pages 32 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 Group and the Company over
a longer period.
The principal operating subsidiaries of the Group are RM
Educational Resources Limited (the primary subsidiary through
which our TTS Division operates) and RM Education Limited (the
primary subsidiary through which our 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 2026.
At 30 November 2024, the Group had net debt of £51.7m
(30 November 2023: £45.6m) and drawn facilities of £57.0m
(30 November 2023: £55.0m). Average Group net debt
over the year to 30 November 2024 was £53.8m (year to
30 November 2023: £55.0m) with a maximum borrowings
position of £60.7m (year to 30 November 2023: £64.8m). Our
Group Treasury team actively manages the cash flow and funding
requirements of the Group, and will continue to do so over the
financial viability timeframe.
We have an established process to assess the Group’s prospects.
The Board undertakes a detailed assessment of the Group’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 and the Group for a number of reasons. The
Group 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 Group 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
Group’s medium-term financial budgets are prepared.
This three-year period extends beyond the period to the end of
the current banking facilities which mature in July 2026.
Any
period beyond this date would likely be subject to negotiation
and agreement of a further facility which is not within the Group’s
direct control.
The Directors consider that the previous successful
renegotiations of the facility, ongoing support from the lenders,
and the medium-term forecasts indicating an organic reduction of
net debt and a normalisation of adjusted leverage ratios, should all
act as positive indicators towards a successful future outcome.
A longer period of assessment introduces greater market
uncertainty and hence uncertainty in the viability assessment
because the variability of potential outcomes increases as the
periods considered extends.
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Financial viability
report
Viability assessment
The Group has considered the following scenarios for financial viability.
Principal risk
Scenario considered
Failure to deliver strategic
programmes, and failure to
maintain required levels of technical
and delivery expertise
In RM TTS and RM Assessment, scenarios were considered where significant new and pipeline
deals were delayed, not delivered, or cancellation rates increased or were accelerated.
Macroeconomic risks were also considered for RM TTS, with scenarios removing UK market
share growth, and where market growth overall does not return to the UK and Europe.
Cyber attack
Scenarios considering disruption to the various platforms used by the Group were considered.
It was concluded that the latest available tools used by the IT security team to test systems and
prevent against attack, use of external experts to test and improve security posture, cloud-based
platforms allowing instant restart and an independent ISAE3402 report in respect of the Group’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 – reduced Connectivity and Managed Service wins and renewals
RM Assessment – risks related to the failure of the new product offering, equating to a 50%
reduction in new contract revenue growth, and a 20% reduction in individual deal values
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 on page
48.
In addition scenarios involving interest rate risk in respect of refinancing, equating to an
additional 1.25% on the forecast net debt at the end of FY26, and 2.5% on the forecast net debt
at the end of FY27, were considered.
Dependency on extensive supply
chain
In RM TTS, scenarios were considered where unforeseen increases in product cost were
absorbed, and in RM Technology a delay to the rollout of a replacement government initiative.
Failure to recruit, retain and protect
highly skilled employees
In RM Technology, a scenario was considered where additional third-party resource would be
required to fulfil service delivery contracts.
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 FY25 when the Group sensitivity is greatest.
While the Board believes that all reasonably plausible downside
scenarios occurring together is highly unlikely, under these
combined scenarios and if management took no mitigating action
in response, the Group would breach:
the EBITDA covenant for the quarter ended
30 November 2025; and
the liquidity covenant from the quarter ended 31 August 2025.
Although covenants of a future debt facility are at this stage
unknown, if the same EBITDA and liquidity covenants of £11.8m
and £7.5m respectively as at the end of the existing facility were
rolled forward, no breach would be forecast under the unmitigated
downside scenario noted above.
The Board has also considered a number of mitigating actions that
could be enacted, if necessary, to ensure that reasonable headroom
against the facility is maintained in all cases and the Group complies
with all covenants. Implementation of certain of these mitigations
would potentially impact the timing of the Group’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)
Selling surplus IP addresses
Delay of certain capital expenditures
Management of payments and receivables
On this basis, the stress tests indicated that none of these
scenarios, including the combined scenario, would result in
an impact to the Group’s expected liquidity, solvency or debt
covenants that could not be addressed by mitigating actions, and
are therefore not considered threats to the Group’s viability. Such
scenarios occurring could however adversely impact the Group’s
ability to refinance, or increase the costs associated with future
borrowings.
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03
04
Strategic
Refinancing Risk
Whilst all of the risks above could have an impact on the Group’s
performance, in their conclusions in relation to the viability
of the Group the Directors have specifically focussed on the
risk associated with refinancing, which represents a significant
judgement.
The Group’s existing debt facility is due to expire on 5 July 2026
and 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. The Group’s debt facility
includes an underlying assumption that the Group would be able to
materially deleverage during the term of the facility. However, net
debt at the date of this report 30 November 2024 is £51.7m, and
the Group is not forecasting to materially deleverage during FY25
through organic means as a result of its continuing investment in
its strategy and, in particular, the Global Accreditation Platform. The
Group’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 FY26, and through FY27.
The Directors are also, in parallel,
evaluating the disposal of non-core assets which do not align to
the Group’s future strategic plans, which could provide significant
deleveraging within the period to refinancing.
The Directors are confident that the Group will be able to
successfully refinance or extend its debt facility with that significant
judgement being based on the following:
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; the recent material reduction in leverage, and
the projected further reduction in leverage to more normal levels
positions RM as a less risky proposition for lenders to continue to
partner with.
The increasing level of liquid assets (e.g. inventory, trade
receivables and property, plant and equipment) provides
increasing levels of security to cover against the debt.
Significant structural cash outflows are now either in the past,
reducing, or under direct management control (such as defined
benefit pension contributions and restructuring costs). These
changes to significant 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 and wins in
the Assessment business, with a 2.3x increase of the contracted
order book over the prior year, with a transition from paper to
digital examinations delivering higher revenues and margins.
The Group has multiple, credible ‘inorganic’ initiatives available,
which would significantly deleverage the business to aid a
refinancing, including disposal of non-core assets, which have
been implemented in the past (such as the sale of IP licences
and disposal of the RM Integris and RM Finance business units).
Based on the factors above the Directors have concluded that
the requirement to refinance in July 2026 is not a material risk
to the viability of the Group, 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 Group, which
as set out on page 100 therefore represents a 12-month period
from the date of signature of the Annual Report and Financial
Statements.
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48
Financial viability
report
continued
Governance and assurance
The Board reviews and approves the medium-term plan on which
this Viability Statement is based. The Board also considers the
period of which it should make its assessment of prospects and
the Viability Statement. The Audit and Risk Committee supports
the Board in performing this review. Details of the Audit and Risk
Committee’s activity in relation to the Viability Statement are set
out in the Audit and Risk Committee Report on page 37.
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 2027.
While
the current banking facilities end in July 2026, 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.
01
03
04
Strategic
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49
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.
RM is proud of its significant progress in reducing its environmental impact. During FY24, through a combination of the transfer to a
Renewable Energy Guarantee of Origin (REGO) electricity contract for all RM UK leased properties, and the consolidation of warehousing
operations to Harrier Park following the closure of Consortium, we have achieved a year-on-year reduction in our scope 1 and 2 emissions of
72% and our combined scopes 1, 2 & 3 of 11% removing a total of 5,868.4 tonnes of CO
2
e from our operations. Please see page 65 for details
on how RM has achieved this reduction.
In this we set out:
The governance of sustainability
(page 51)
Our sustainability strategy and
Environmental Improvement Programme
(page 53)
Task Force on Climate-related Financial
Disclosures (TCFD) reporting, including
environment metrics (see pages 55
to 60)
Climate-related financial disclosures
(CFD) (pages 64 to 65)
Social impact (page 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 a 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 2021. Since 2021 significant progress
has been made against these (see section
Environmental Improvement Program on
page 53. 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
67 to 69 and our approach of Governance is
outlined in on page 51.
During FY25 RM will develop and implement
its 2026–2030 sustainability strategy which
will set out RM’s approach to ensure 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 continues to ensure strong governance
of sustainability and climate change
through:
Bi-annual meetings of 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 FY24
progress and approved priorities
for FY25.
Jamie Murray Wells (ESG committee
Chair), meets with RM’s Head of
Sustainability, Head of Communications,
Chief People Officer and Company
Secretary monthly to discuss ESG
matters and progress against targets.
Our divisional Sustainability Working
Party and a Sustainability Governance
Panel provide structure to guide and
execute on sustainability plans.
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.
During FY24 all principal and emerging
risks have been assessed for their
materiality to RM. Following this review
the financial materiality is now set at
£400,000.
The RM Risk Committee meets quarterly
to consider the governance model for
RM where they review the principal and
emerging risks from climate change and
wider ESG matters.
Sustainability Report on
pages 50 to 54.
Workforce on
page 70
.
Social Value on
page 67
.
Environment and
Climate
Reducing our
Carbon Emissions
Waste and the
Circular Economy
Employees
Employee Health,
Safety and
Wellbeing
Building a Diverse,
Inclusive and
Equal Workplace
Social Value
Enriching the
Lives of Learners
Supporting our
Communities
Table 1: RM Sustainable Business Priorities
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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 Group
Risk Register and reviewed by the Audit and Risk
Committee alongside the wider risk landscape.
Climate change is included in the Group Risk
Register.
Board ESG Committee
Meets twice a year for strategic oversight of ESG
topics, including Task Force on Climate-related
Financial Disclosures, 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 twice annual Executive Committee review of ESG plans, TCFD, metrics,
progress, and strategy alignment across RM plc. Review of risks across the Group. Data is reported at least
annually, but quarterly or monthly where the data source supports greater frequency. Throughout FY24 the
Executive Committee was provided with management information on the current carbon emissions per
quarter split by each division. The CEO reviews and approves the carbon management plan annually.
Sustainable Development Governance Panel
Leaders from each division and function, chaired by Head of Sustainability and sponsored by the Chief People
Officer, the Executive Sponsor for Sustainability. Responsible for co-ordination of Group-wide activities,
reviewing progress and identified issues, risks, and blockers. The panel is presented with an update on the
status of carbon emissions since its last meeting. The panel reviews all working group projects to ensure they
are aligned to supporting RM’s carbon reduction commitment. Risk review is incorporated into the Group-wide
risk management approach and reported to the Executive Committee and Board ESG Committee.
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 Group 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
Management
Management
Head of sustainability
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01
03
04
Strategic
The Head of Sustainability is responsible for
the day-to-day management of ISO14001
and for monitoring and escalating
climate-related risks and disclosures via
the Sustainable Development Governance
Panel, Executive Sponsor, and the Board
ESG Committee. All risks relating to climate
change and sustainability are captured in
the divisional risk registers and where risks
meet the tolerance threshold, they are
escalated to the Group Risk Register.
Principal and emerging risks including
climate change risks are reviewed quarterly
by the CEO and CFO and biannually by
the Audit and Risk Committee as part of
the Company’s risk management process
and any material financial implications of
climate risk and potential impact on RM’s
accounts are shared with the Audit and
Risk Committee. RM considers climate
as an emerging risk and the level remains
unchanged from the FY23 Annual Report.
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 is aligned to and
supports the business strategy.
Climate risks and opportunities are
principally identified via the divisional
working group, and the Head of
Sustainability. The risks and opportunities
presented by climate to each division,
operations, customers and supply chain
vary considerably. Therefore, it would
not be effective to have a high-level
identification of climate change risks.
All identified and any newly identified risks
by the working groups in combination
with the Head of Sustainability are
integrated into the ISO14001 risk registers.
These registers mirror the format of the
Group Risk Registers. If a risk is above the
divisional acceptance level then the risk
is added to the Group Risk Registers. The
risk assessment process at the divisional
and Group level is consistent. Risks are
assessed for likelihood and impact, and
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 Group, such as
those relating to real estate, are principally
identified and mitigated at a Group level.
All risks identified at the divisional level are
recorded in the ISO14001 risk registers for
each working group. Significant risks and
those requiring Group mitigation or input
are escalated and recorded in the Group
Risk Register; both registers are reviewed
monthly.
Throughout FY24, RM has undertaken
significant works 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 now provides
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 ISO14001 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.
FY24 has seen continued efforts to reduce
RM’s environmental impact, leading to
a further year-on-year reduction of 72%
of scopes 1 and 2 carbon emissions
compared to FY23. We have focussed
on increasing awareness of the inherent
social value RM creates, as well as the
delivery of the specific Social Value projects
listed below.
Calculated and published carbon impact
of our products and services to key
customers
Developed net zero scope 1 and 2
transition pathway
The Board and Executive Committee
reconfirmed RM commitment to net
zero targets
Developed electric car salary-sacrifice
scheme enabling all UK employees
to access a range of electric cars and
competitive prices. This will support
our UK colleagues to decarbonise their
personal and work travel, due for launch
Q2 FY25
Undertaking significant efforts to
increase recycling rates across our
Harrier Park site, including detailed
cataloguing and monitoring of all waste
arising
Mapped our Purchased Products and
Services (Category 1) emissions for the
top 80% of our value chain
72%
Reduction of in
scope 1 and 2
carbon emissions
compared to FY23
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continued
Environmental Improvement Programme
We used the UN Sustainable Development Goals
(see Figure 1) as part of our 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.
As part of the development of our RM 2026–2030 sustainability strategy, a full review
of our frameworks will be undertaken.
Figure 1: UN Sustainable Development Goals for Environment
• Remove
hazardous
content in
products
Prevent leakage
and spillage of
substances
• Energy
efficiency
• Renewable
energy
• Renewable
energy
purchasing
Reduce material
consumption
Re-use, re-
manufacture
or recover
products and
materials
Achieve net
zero carbon
Plan for climate
resilience
• Eradicate
single-use
plastic
Buy ocean-
bound plastics
and bio- and
recycled
plastics
• Sustainable
products and
materials
• Support
reforestation
and biodiversity
RM has continued to deliver on our
commitment to reduce the environmental
impact of our products and services. The
new strategy will be driven by a double
materiality assessment, alongside our
chosen framework to shape RM’s future
direction.
RM’s FY24 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 upstream and
downstream waste and implementation
of circular economy principles into our
value chain.
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 the primary the responsibility of the
Divisional Working Group and Head of
Sustainability. Updates throughout the
year are provided to the Sustainable
Development Governance Panel via an
environmental management system. The
ESG Committee is updated bi-annually as
per their Terms of Reference.
01
03
04
Strategic
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Item
Objective
Progress
BRAG
01
Net zero scope 1 and
2 by 2035
FY24 has again seen significant progress towards this target, key areas include
development of the transition pathway and implementing of REGO-backed
electricity contract for all UK operations.
02
Measure and set
targets for scope
3 and provide
customers with
scope 3 data
RM has measured its scope 3 category 1 emissions for 80% of its supply chain. This
includes adding this to our baseline. RM is engaging with our suppliers that are
our highest emitters of carbon to develop joint strategies to reduce emissions. RM
has calculated the impact of our products and services for our top customers. We
are now seeking to develop strategies to reduce the impact of our products and
services.
03
Support renewable
energy
Complete
- All electricity supplies under RM control now supplied by 100%
renewable electricity.
04
Zero to landfill by
2030
Harrier Park and Milton Park have no landfill, all waste that cannot be recycled is
sent to energy waste facilities. However, RM is committed to increasing recycling
and the circular economy of the waste arising from our operations. A significant
project is underway in Harrier Park to identify all waste streams arising and reduce
our use of energy to waste solutions.
05
Eliminate non-
recycled plastic
packaging in new
TTS IP products by
Nov 2024
Complete
- All new TTS IP products from 2023 onwards have no single-use plastics
used for packaging.
06
Reduce waste from
packaging
RM has appointed a specialist third party to support us in the identification of all our
packaging and to provide mitigations to these currently used solutions. This project
was mobilised in September 2024 and is expected to report its findings in Q2 FY25.
07
Develop new
labelling for
TTS-branded
eco-products
RM is still reviewing the use of the Eco label and how this applies to our products.
This will be finalised during FY25.
08
Run workshops
in 2024 with key
customers and
suppliers
During FY24, RM has held workshops with key customers and suppliers, which
included Cambridge Press and Assessment and Westcoast, to outline our ESG
objectives and the progress against these. The workshops also offered the attendees
opportunities to provide an overview of their ESG objectives. RM is seeking to deliver
further workshops during FY25.
Blue
Completed
Green
Ongoing execution with no significant risks
Amber
Progress with significant work remaining
Grey
Delayed or substantial risks to progress/completion identified
Table 3 – Review of Progress Against Environmental Commitments
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Sustainability
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continued
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 LR 6.6.6(8)R and believes that we
are fully compliant with nine of the eleven
disclosures except for the following matters:
Strategy b) RM believes that it is 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 FY25 and FY26.
Metrics and Targets b) RM has full disclosure of its scope 1
and 2 carbon emissions. At present RM is not compliant with
the required disclosures of its scope three emissions. RM is
committed to increasing its scope three disclosures, with
category 2 and 11 disclosed 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 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 2021 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 64 to 65. 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
51
Describe management's role in assessing
and managing climate-related risks and
opportunities
51
Strategy
Describe the climate-related risks and
opportunities the organisation has identified
over the short, medium, and long term
58
Describe the impact of climate-related risks
and opportunities on the organisation's
businesses, strategy and financial planning
58
Describe the resilience of the organisation's
strategy, taking into consideration different
climate-related scenarios, including a 2°C or
lower scenario
56
Risk Management
Describe the organisation's processes for
identifying and assessing climate-related risks
56
Describe the organisation's processes for
managing climate-related risks
56
Describe how processes for identifying,
assessing and managing climate-related risks
are integrated into the organisation's overall
risk management
56
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
64
Disclose Scope 1, 2 and if appropriate Scope
3 greenhouse gas (GHG) emissions and the
related risks
64
Describe the targets used by the organisation
to manage climate-related risks and
opportunities and performance against
targets
64
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01
03
04
Strategic
Task Force on Climate-
related Financial Disclosures
Background for TCFD risk
assessment
RM has undertaken its climate risk assessment in line with the
Group process for assessing, measuring and monitoring risk.
The Group Risk Register includes climate change. Climate
and environmental risks remain integrated into the Group risk
management process and governance of climate risks is outlined
on page 51.
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 and key stakeholders’
locations 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 sixth Assessment Report:
The TCFD risk assessment criteria was developed during FY24 to
ensure alignment with the RM Group risk assessment process. The
likelihood and impact have been updated from numbers to words
and the risk scoring replaced with the level of financial materiality
up to the Group materiality threshold of £400,000. The likelihood
scoring reflects the impact the risk or opportunity could have on
RM up to 2050, when factors including the ability of RM (and its
customers and suppliers) to respond; impact of climate change;
and extreme weather events, are expected to have a significant
impact upon RM. RM defines a significant event as one requiring
immediate and sustainable response from RM 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 economic pathway models (SSP).
1.6°C by 2050 (SSP1–1.9)
This scenario uses the IPCC model where global mean temperature
rise is limited to 1.6°C 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 where global mean temperature
rise is limited to 2.7°C 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 scenario increases
the frequency of physical risks in the short, medium and long-term
timescales.
4.4°C by 2100 (SSP5–8.5)
Adaptation of 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
being 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 FY24, RM now considers a 2.7°C rise by 2050
the most likely scenario, based on current global temperature trends
and scientific consensus.
TCFD Risk
Assessment
Criteria
Impact
<£75k
£75–200k
£200–350k
£350–400k
>£400k
Very low (Negligible)
Low (Minor)
Medium
(Moderate)
High (Major)
Very high
(Catastrophic)
Likelihood
Very likely
Likely
Possible
Unlikely
Very unlikely
High
Low
Medium
TCFD risk assessment criteria
Table 4
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Task Force on Climate-related
Financial Disclosures
continued
While RM now believes the most likely scenario is a 2.7°C 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 following factors:
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 scopes 1 and 2 by 2035.
RM supply chain is diverse and through the use of third-party
manufacturers, RM 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.
RM has significantly reduced its carbon emissions since 2021 and
in FY24 had its net zero transition plan approved by the Executive
and Board.
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 scales are aligned to RM’s short-term
business plan planning cycle – 2025 to 2026;
No physical risks are expected to be material in the short term
under either scenario, 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°C scenario, both physical risks have the potential to
be material.
Long term – is aligned to 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 on-going process, and
remains under constant development. Currently real estate and
supply chain mitigation have undergone the most review and
an overview of the mitigation in these areas is 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 believes 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 RM Group
across Physical Risks (both acute and chronic) and Transition Risks
relating to climate change. Each impact has now been linked to the
identified timescale measurement criteria of Short (S), Medium (M) or
Long (L).
01
03
04
Strategic
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Risk type
Summary statement
Risk/Opportunity description
Scenario
Impact
Timeframe
1
Transition
Carbon tax/new GHG
emissions taxation
RM faces increases in external material,
production and transportation costs due
to national or international government
legislation designed to reduce emissions.
Taxation designed to reduce carbon, plastic
packaging, and drive the circular economy
will increase internal costs at RM.
1.6°C by 2050
2.7°C by 2050
4.4°C by 2100
2
Transition
Enhanced emissions
reporting obligations
RM is required to report against national and
international sustainability reporting legislation
that requires high-quality data, and analysis
will require further specialist resources.
Failure to comply with legislation such as
EU deforestation regulation could see the
withdrawal of products from sale in certain
markets.
1.6°C by 2050
2.7°C by 2050
4.4°C by 2100
3
Transition
Mandates on, and
regulation of, existing
products and services
Own-IP products account for a significant
proportion of RM TTS revenue. As legislation
is implemented to drive sustainable material
and packaging, this will require product or
packaging redesign, leading to increased
costs. and 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
Reduce 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°Ce 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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Task Force on Climate-related
Financial Disclosures
continued
Risk Mitigations
1.6°C by 2050
2.7°C by 2050
4.4°C by 2100
1
The transition through the new product
development (NPD) process enables RM
to assess sustainable materials at design
stage, reducing risk of taxation impact. RM
has a net zero target by 2035 reducing
any GHG tax liability significantly. The
timeframe of this risk enables RM to react
without significant balance sheet impact.
RM has a strong focus on sustainability
and low-carbon products and services,
but must remain competitive. In this
scenario the transition will remain,
however significant shifts in material
choices may occur in the longer term.
RM has a strong focus on sustainability
and low-carbon products and services,
but must remain competitive. In this
scenario the transition will remain,
however significant shifts in material
choices may occur in the longer term.
2
RM has a mature and well-developed
approach to compliance reporting and
ensures that it exceeds minimum data
reporting levels. We are monitoring
proposed national and international
legislation changes. While changes in
this scenario are foreseen, the speed of
implementation and scope of legislation
is manageable within current reporting
structures.
This scenario shows that significant
requirements will be in force in the
medium to long term and will require
in-depth reporting and response to
legislation. RM has a mature process, but
this scenario may require more resource
during peak reporting periods in the
medium to long term.
This scenario shows that significant
requirements will be in force in the
medium to long term and will require
in-depth reporting and response to
legislation. RM has a mature process, but
this scenario may require more resource
during peak reporting periods in the
medium to long term.
3
RM has implemented horizon scanning
for legislation that is now part of the
regular SLT meetings. Any changes are
assessed and early mitigations developed.
RM has implemented horizon scanning
for legislation that is now part of the
regular SLT meetings. Any changes are
assessed and early mitigations developed.
RM has implemented horizon scanning
for legislation that is now part of the
regular SLT meetings. Any changes are
assessed and early mitigations developed.
4
RM only uses data centre providers with strong ESG programmes that invest in local and regional programmes to ensure that all
data centres are net zero and have no negative impact on local electrical systems.
5
RM has a network of global suppliers that can be engaged should current suppliers or distribution networks become unviable.
Onshore manufacturing of key IP has been reviewed as part of business continuity planning.
6
7
RM’s business continuity plan enables full global remote working, and full transfer of
customer service delivery to remote solutions. Should certain global locations become
difficult to travel to or operate from as a result of extreme weather events, RM can
transfer operations to other parts of the affected country, or a different country. RM
considers short and long-term climate impacts when selecting operational locations.
This scenario could lead to significant
issues for our southern hemisphere
operations and customers. RM will
monitor global temperature from 2035
and develop plans should this scenario
become more likely.
8
9
Combined with the risk mitigation of the acute risks, RM will consider all renewals of
property with climate risk in mind. RM operational sites have been assessed against
climate risk factors including sea level rise, river flooding, extreme heat/cold, high
winds and wild fires. This assessment is carried out on an annual basis and every time
a new office location is proposed.
10
RM’s focus on low-carbon sustainable products and services, and drive for highly
efficient operations enables it to have a significantly lower cost of production/service
delivery.
This scenario predicts a slow update in
sustainability practices, however owing
to the digitalisation and cost reduction
offered by RM products and services,
RM does not foresee at this stage this
scenario impacting our opportunities.
11
Core business alignment to greater digitalisation for Technology and Assessment
Divisions. Increasing customer requirements to reduce paper for examinations,
driving the shift to digital. RM’s low-carbon products and services provide a significant
competitive advantage.
12
RM’s low-carbon operations, and strong ESG programme, enable it to attract a larger
range of investors and better access to capital.
Table 6 TCFD Risk and Opportunity Review – Mitigation
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01
03
04
Strategic
Balance sheet materiality
1.6°C by 2050
2.7°C by 2050
4.4°C by 2100
1
GHG tax after 2035 > £20–£200k
GHG tax after 2035 > £20–£200k
GHG tax after 2035 > £20–£200k
2
£20k
£40k
£40k
3
10% of cost of sales
25% of cost of sales
25% of cost of sales
4
10% increase in data centre cost above
inflation
6% increase in data centre cost above
inflation
3% increase in data centre cost above
inflation
5
£150k
£350k
£500k
6
7
1% profit per year immediately
5% profit per year immediately
20% profit per year from 2040
8
9
Buildings cost 10% per annum above
inflation, driven by additional cooling
requirements
Buildings cost 25% per annum above
inflation, driven by additional cooling
requirements
Buildings cost 40% per annum above
inflation, driven by additional cooling
requirements
10
The greater increase in digital service delivery reduces the needs for our engineering
teams to travel to customer sites. RM continues to use virtual meetings instead of
flying to customers. This trend is set to continue as we seek to achieve net zero. As a
result, building and travel costs 20% below market average
The shift to digital remains, however
customers do not consider
environmental factors as strongly so face-
to-face customer meetings/site visits do
not reduce significantly. The net result is
travel and buildings costs are 5% below
market average
11
Increase tender win rate by 20% above predictions
Environmental performance of products
and services are not as highly sought after
by customers. Tender wins 10% above
predictions
12
Cost of capital is reduced by 5%
Cost of capital is reduced by 5%
Table 7 TCFD Risk and Opportunity Review – Balance sheet Materiality
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Task Force on Climate-related
Financial Disclosures
continued
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01
03
04
Strategic
Alignment with Financial Year Reporting
RM has previously reported its environmental data
from 1st October to the 30th September annually. This
report period is not aligned to our financial reporting
period. To ensure consistency throughout all our non-
financial disclosures, RM has aligned our environmental
reporting period from 1st October to the 30th September
to our financial reporting period of 1st December to
30th November. The disclosures for FY23 and our baseline
year of FY15 have been aligned to the new reporting period,
and as such the data does not match the disclosures in
previous years.
01
India Vehicle Emissions
Since FY15, RM has reported its vehicle-based emissions
from our India operations as Scope 1 Company Cars.
Following internal review in FY24 it was identified that a
third party is used to supply transport services, and these
emissions should have been reported as Scope 3 Business
Travel. During this review it was found that the data relating
to the number of kilometres reported, and the associated
carbon emissions, was higher than had previously been
stated. The data in the environmental data table and the
carbon emissions tables has been revised to reflect this
change. The impact is a 2.6% increase in the total FY15 RM
baseline, and the carbon emissions related to India travel
emissions have risen from 18.8 tonnes to 99 tonnes.
02
Omitted Data in FY21 Annual Report
In FY21 RM omitted 375,833 (8.9%) kWh of gas and its
associated 68.74 (9.9%) tonnes of CO
2
e from its scope 1
baseline reporting, for a building it was responsible for. This
was corrected in the FY22 Annual Report and a note made
to this effect, but this note was not removed in the FY23
Annual Report. This error has subsequently been corrected.
03
The identified risks on the previous pages 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 FY25 we have introduced an ESG target within the transformation
objectives component which makes up one-third of the Executive
Directors’ annual bonus. Details of this target will be 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 cross
industry metrics including greenhouse gases emissions, use and
waste management outlined in the subsequent table. RM keeps under
constant review the risks and the likelihood of each warming scenario,
as these are updated and revised.
RM at present has not set an internal carbon price, but with the
introduction of the new UK carbon border mechanism being
introduced by the UK Government, RM is now developing our
response to the new legislation and how it will impact RM, specifically
our TTS Division. During FY25 RM will seek to develop an internal
carbon price.
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
During FY24 RM has created its Net Zero Scopes 1 and 2 Transition
Pathway, which has been reviewed and approved by RM’s Executive
and Board. RM has also now mapped its scope 3 category 1
emissions, and by 2026 RM will aim to have mapped its category 11
emissions; these categories have been identified as material, through
the use of the CDP technical note Relevance of Scope 3 categories
by sector.
RM is provided with monthly data from our waste management
providers on volumes arising from the disposal methods for our waste
streams. RM regularly meets with our waste management suppliers
to review our waste strategy and how this can be improved to both
reduce overall waste volumes and increase the recycling rates.
In order 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 of 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 be
recycled.
RM annually reviews all the data it reports in the annual environmental
disclosures, and all changes implemented since FY23 reporting along
with commentary on changes from our FY23 to FY24 environmental
or carbon data are outlined below.
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Environmental
metrics
Closure of Consortium
In late 2023 RM ceased trading of Consortium, which
primarily traded from the Sherwood Park distribution centre.
This site was closed in April 2024. This site accounted for
a significant proportion of RM’s gas consumption and as
such has resulted in the reduction in gas consumption and
associated carbon emissions. While RM now trades from
a single high-efficiency distribution centre at Harrier Park,
and while overall electricity consumption has gone down
by 13%, the increase in activity at Harrier Park since the
Sherwood Park operations were consolidated into it have
offset some of the expected reduction from the closure
of Sherwood Park. All data related to the operation of
Consortium has been removed from the baseline data.
04
Renewable Energy Guarantee of Origin
Certificate (REGO)
In September 2023 RM signed a REGO-backed electricity
contract for its Harrier Park distribution centre and Bellshill
office. RM does not supply electricity to its Milton Park or
George Yard office (the latter was closed during FY24),
so the emissions from these sites are included in the
reporting using data supplied by our landlords. The decision
was made to report the impact from this contract from
1 December 2023, not from 30 September 2023. The use of
this type of electricity supply contract means RM is able to
claim zero carbon emissions for all its UK electricity supplies.
05
Reduction in Scope 1 Company Car Emissions
RM is undertaking a programme of reducing its company
car fleet and transferring its employees to car allowances.
The effect of this can be seen in the reduction of scope 1
fleet emissions. All data relating to travel via personal cars is
captured in the RM expenses system and this data is used
to report all business-related travel emissions in RM scope 3
reporting.
06
Products and Services
In the FY23 Annual Report, RM stated it would undertake
to measure and report more categories of its scope 3
emissions. RM identified that there were three potential
material areas to report – these are Purchased goods and
services (category 1), Capital goods (category 2) and Use
of sold products (category 11). During FY24, RM undertook
a significant project to calculate and report its category 1
emissions for FY23 and its baseline year of FY15. The results
of this are now reported in our carbon disclosures and will
be updated annually. The data covers the top 80% of RM
supply chain by spend, and is a combination of average
factor calculation and the use of actual data as published by
our suppliers. RM expects to see an increase in the impact of
this category on RM overall emissions total, as supply chain
increases is own environmental disclosures. The impact
of the increase in supplier disclosures can be seen in FY23
from the inclusion by one supplier of Category 11, which has
doubled RM’s scope 3 category 1 disclosures. RM continues
to expect significant rises in its carbon emissions relating to
scope 3 disclosures over the next three years.
07
Transition Planning
RM continues to make significant progress against all its
environmental commitments. During FY24 RM developed
and obtained Board and Executive approval for its Net Zero
Transition Plan, which lays out the pathway to delivering its
commitments to net zero on scopes 1 and 2 by 2035. RM
uses its in-house developed climate risk tool when assessing
new properties and monitoring the risk to its current real
estate.
08
01
03
04
Strategic
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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 scope 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, and actions
have included improved management of 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 cars –
both personal (scope 3) and company (scope 1) – trains, and air
travel, is reported in miles.
The data for scope 1, 2 and 3 can be compared to 2022/23
consumption and baseline year 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, or 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
2023/24
2022/23
% change
Baseline
1
% change
Scope 1
2
Business travel (company cars)
UK
kWh
17,447
65,980
(74%)
934,540
(98%)
Business travel (company cars)
Australia
kWh
18,568
Gas
UK
kWh
476,233
759,617
(37%)
2,674,793
(82%)
Scope 2
3
Electricity
UK
kWh
1,536,867
1,763,296
(13%)
4,429,205
(65%)
Electricity
India
kWh
311,251
373,041
(17%)
884,714
(65%)
Electricity
Australia
kWh
Scope 3
4
Purchased Goods and Services
Group
Number of
Suppliers
136
146
(7%)
239
(43%)
Business travel (via personal car)
UK
kWh
540,322
661,564
(18%)
Employee travel (via third party)
India
kWh
370,557
579,872
(36%)
392,835
(6%)
Air travel
Group
Miles
386,559
439,427
(12%)
3,062,885
(87%)
Hotels
UK
Nights
886
1,070
(17%)
3,313
(73%)
Train travel
UK
Miles
142,028
167,719
(15%)
187,626
(24%)
Waste – Energy to waste
UK
tonnes
39
78
(50%)
Waste – Recycling
UK
tonnes
257
262
(2%)
Total UK Energy Consumption
2,570,869
3,250,458
(21%)
8,038,537
(68%)
Total Overseas (kWh)
681,808
952,914
(28%)
1,296,116
(47%)
Total (kWh)
3,252,678
4,203,371
(23%)
9,334,654
(65%)
1
Baseline relates to the kWh reported in the 2015 Annual Report but updated to take account of the adjustments to remove residual manufacturing impacts that ceased
prior to 2015, and add 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 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 undertake 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 Group for its own use.
4
Scope 3 covers emissions from business activities but not under RM’s direct control. RM reports on categories 5 and 6. Category 1 has now been calculated for FY23
and FY24 and its baseline year of 2015, and will be reported for each year going forward. Currently RM reports on three categories of scope 3 emissions, from 2026 RM
will seek to report its Capital goods category 2 and Use of sold products category 11 emissions.
In the year ending 30 November 2024 scope 1 and 2 as a % of total energy consumption for UK is 79% and the rest of the world 21%.
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 the year to 30 November 2024. The
methodology in the GHG Protocol Corporate Accounting and
Reporting Standard (revised edition)
1
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 scopes 1 & 3, the mileage of company
vehicles is the base data source.
RM’s scope 3 emissions for waste, and train travel are from
RM’s UK-based operations only. The reported waste data covers
RM’s two distribution centres and its Abingdon office. Business
emissions from travel is broken out by country, with the UK
reporting emissions from the use of personal cars for business
use, and India reporting the use of third-party travel services for
business transport.
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Environmental
metrics
continued
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 Business, Energy & Industrial Strategy or, where available,
emissions factors published by each country where the emissions were created.
1
https://ghgprotocol.org/sites/default/files/standards/ghg-protocol-revised.pdf
Table 9 Scope 1, 2 and 3 Emissions Report
Full Year 2023/24 Carbon Emissions
2023/24
2022/23
Baseline 2015
1
Scope
Source
Country
Tonnes
CO
2
(e)
% Change
year on
year
Tonnes
CO
2
(e)
Tonnes
CO
2
(e)
% Change
from
baseline
Scope 1
2
Business travel (company car)
UK
8
(56%)
17
225
(97%)
Business travel (company car)
Australia
-
-
1
-
Gas
UK
87
(79%)
406
570
(85%)
Total scope 1 tonnes CO
2
e
95
(78%)
423
796
(88%)
Scope 2
3
Electricity
UK
51
(88%)
417
1,892
(97%)
Electricity
India
222
(51%)
454
791
(72%)
Electricity
Australia
-
-
Total scope 2 tonnes CO
2
e
273
(69%)
871
2,683
(90%)
Scope 3
4
Purchased Goods and Services
Group
57,127
(9%)
62,988
20,361
181%
Business travel (personal car)
UK
174
35%
129
-
-
Employee travel via (third party)
India
91
(34%)
138
99
(8%)
Transmission and distribution
UK
28
(13%)
32
94
(70%)
Air travel
Group
86
3%
83
1,017
(92%)
Hotels
UK
9
(17%)
11
46
(80%)
Train travel
UK
8
(15%)
10
7
15%
Waste Incineration
UK
0.3
(50%)
1
-
-
Waste – Recycling
UK
2
0%
2
-
-
Total Scope 3 tonnes CO
2
e
57,525
(9%)
63,393
21,624
166%
Total UK
(tCO
2
e)
57,802
(10%)
64,550
24,213
139%
Total Overseas (tCO
2
e)
313
(47%)
592
891
(65%)
Total (tCO
2
e)
58,115
(11%)
65,142
25,103
132%
1
Baseline relates to the carbon dioxide emissions reported in the 2015 Annual Report but updated to take account of the adjustments to remove residual manufacturing
impacts that ceased prior to 2015, 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 Group 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 a year-on-year reduction of 72% scope 1 and 2 emissions, primarily driven by the closure of the Sherwood Park
distribution centre. See environmental metric 4 above for further analysis
Scope three category 1 has materially increased RM’s overall carbon footprint. See environmental metric 7 above for further analysis
Electricity consumption has decreased, in line with the closure of the Sherwood Park distribution centre
India travel emissions have increased, and have moved to scope 3, see environmental metric 2 above for further analysis
UK electricity is reported as zero carbon from FY24, see environmental metric 5 above for further analysis
RM India carbon emissions from electricity has reduced in line with reductions in employee numbers and real estate rationalisation
Group air travel accounted for in UK total emissions
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01
03
04
Strategic
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.
The information reported for FY23 and the base year FY15 has been restated to align to the
financial reporting year. The rise in tonnes of CO
2
per million of revenue is a reflection of the adding of the category 1 scope 3 emissions
data.
Table 10
Tonnes CO
2
e/£m per revenue
Year ending
30th Nov
2024
Year ending
30th Nov
2023
Year ending
30th Nov 2015
Scope 1
1
2
5
Scope 2
2
4
15
Scope 3
346
296
121
Total
349
302
141
Emissions per £m of revenue
Following the increase in RM’s scope 3 data, the emissions intensity has now been updated to include scope 3 intensity.
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Environmental
metrics
continued
Through our products and services we deliver improved educational outcomes for
millions of children around the world. We take pride in the positive impact our solutions
have on learners globally, and we are dedicated to building on this success to drive even
greater change.
To ensure that we are delivering positive
social impact to all our stakeholders, RM
has a strong social impact programme.
This includes an internal focus on gender
pay gap (RM’s current gender pay gap is in
favour of women), strong Equity, Diversity,
and Inclusion (EDI) programmes and
regular monitoring of how our employees
feel.
We are committed to providing equal
opportunities to all employees and job
applicants. Grounded in our Equity,
Diversity, and Inclusion ethos, we
have embedded practices to embrace
differences, such as age, sex, disability,
gender identity, medical conditions, race,
religion and sexual orientation, to ensure
no one receives less favourable treatment
on the grounds of those characteristics.
This includes making reasonable
adjustments to support our employees’
physical and mental wellbeing needs,
which is reinforced by the work undertaken
by our disability network. Employees who
become disabled during their employment
will remain with us wherever possible,
and will be assisted with occupational
rehabilitation. Wherever practicable, RM
will modify procedures or equipment to
maximise an individual’s full capabilities and
career development. In 2024 we achieved
our Disability Confident accredited
employer, level 2, and we are actively
working towards achieving level 3 of this
accreditation in 2025.
In the latest engagement survey, Inclusion
was the second highest scoring area (after
workplace safety) thanks to our continued
efforts around EDI awareness and training.
During FY24, we developed and ran a
volunteering programme for Robotics in
local primary schools, utilising our own Loti-
Bot. Eighteen RM volunteers from across the
business each nominated a local school and
delivered bespoke training on the capability
of the bots and the benefits they bring to
students across the curriculum. Following
training, the nominated schools were all
gifted four Loti-Bots and our award-winning
Therapeutic Mental Wellbeing kit that they
can use for their in-classroom activities.
Externally, we have partnered with the
2econd Chance charity to reduce our
environmental impact and responsibly
recycle hardware. The charity also supports
work-based training for individuals facing
barriers to employment, creating both
social and environmental benefits. We also
enable our people to give back to local
communities through annual Christmas gift
donations to Barnardo’s.
To ensure
that we are
delivering positive
social impact to all
our stakeholders, RM
has a strong social
impact programme.”
01
03
04
Strategic
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67
Social
value
People engagement
Survey overview
FY24 saw multiple improvements and new initiatives implemented to drive forward our
communications and engagement efforts.
A new employee intranet has increased accessibility to
documentation and news from around the business for everyone
in RM. This was supported by the formalisation and improved
structure of other communications channels such as emails,
newsletters, all-company town halls, divisional business updates,
and improved communication cascading through the RM SLT
(Senior Leadership Team) and line managers through briefings and
open-house sessions. An opportunity for teams to also connect
directly with RM plc Chief Executive, Mark Cook, was introduced
through CEO Chats. This forum gives small groups of individuals
from the business the opportunity to discuss, ask questions of, and
build a stronger connection with Mark.
Employee engagement survey
This year we introduced a new engagement survey tool to support
managers with understanding sentiment in their teams and
support them in creating actionable plans to address any areas of
improvement and build on strengths.
There was a significant increase in how many of our people took
part in the employee engagement survey, showing a larger cohort of
our people engaged in the survey process.
November 23
May 24
November 24
Participation
80%
84%
93%
Favourable
engagement
57%
63%
65%
When looking at the engagement score in further detail, we
can identify how many people in the business feel favourably,
neutral or unfavourably about life at RM. The below table shows
a 65% positive favourability, 24% neutral, and 11% of people in the
business having an unfavourable perception towards engagement.
This translates to 89% of people in RM rating neutral or higher
when asked questions linked to engagement.
Looking a level deeper into what drives the engagement score,
we ask three questions around pride, referral, and commitment.
Since May, there is an increased sense of pride within the business,
scores around recommending RM as a place to work held strong
at 62%, and our score linked to commitment saw a five-point
decrease.
Question
May 24
November 24
I am proud to work for RM plc
70
76
On a scale of 1–5, how likely are
you to recommend RM plc as a
place to work?
63
62
I still see myself working at RM plc
in two years' time
61
56
65%
Favourable
24%
Neutral
11%
Unfavourable
76%
I am proud to work for RM plc
89%
neutral or higher when asked
questions linked to Engagement
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68
Our
people
Case study
Improved
areas
Safety culture
Inclusion
Managers
Work-life balance
Collaboration
Alignment and
involvement
Divisional leadership
Communications
Company confidence
Areas of
opportunity
Commercial
consciousness
Enablement
Feedback and
recognition
Learning and
development
Following the significant
transformation
undertaken in FY24,
including changes
to our organisational
structure and office
footprint, the increase
in key areas of the
survey – particularly
Alignment, Involvement
and Company
Confidence – reflects
the resilience, belief and
commitment of our
people throughout this
period of change.
Our key focus areas from the
feedback received are Learning and
Development, including reviewing
opportunities to embed career
framework and progression mapping,
supporting enhancements within
Learning and Development, while
also encouraging teams to visualise
a longer career at RM. We will also
continue to focus on giving our people
access to the right tools, systems,
and enabling processes that support
them in their roles, alongside the
continued improvements we have set
ourselves around Manager Capability,
Communications, and Recognition.
How has the function
evolved since you joined,
Adam?
We have been conducting a detailed
review of our systems, processes,
reports, ways of working and
team structures with a focus on
challenging what we’ve always done.
Our Chief Financial Officer, Simon
Goodwin, is determined to ensure
our activities add value, that they
are necessary, and that we have
identified and implemented any
improvements we can make.
So, what will change in
the future?
We will take our continuous
improvement approach into FY25
and carry on streamlining as much
as we can. As well as improving
efficiency, accuracy and decision
making, it makes our lives easier as
we become more effective.
What do you enjoy about
working in the Finance
function at RM?
There is a huge opportunity to
learn, and to make a difference. We
have great people at RM, and our
approach to hiring is something
that I really appreciate. We hire the
best people for the job. It doesn’t
matter where you live or what
your background is, it’s all about
capabilities. I’m also excited to be
part of a company that has such a
supportive culture. We work hard,
and we enjoy a flexible, people-first
approach from our senior leadership
team. What’s more, what our
business does every day makes a
real difference – positively impacting
millions of learners worldwide. And
that’s something to be proud of.
Meet Adam Palmer, Reporting
Accountant in our Group Finance
function. Adam has been with RM
just over a year.
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69
01
03
04
Strategic
Health, safety, and wellbeing
Through our commitment to promoting positive health
and wellbeing, in 2024 RM saw a continued effort to make
improvements in this space.
In February, RM appointed a dedicated
Group Health and Safety Manager to lead
our health and safety efforts alongside key
stakeholders in the business.
In June, a new Health and Safety Policy
was launched, alongside the introduction
of a Health and Safety Committee chaired
by Chief People Officer Sarah Fawsitt, to
give all divisions a voice to raise, tackle and
continue to improve RM’s approach to
health and safety.
Throughout the year, there were multiple
training opportunities for our people,
including first aid training across our sites,
high-risk roles training with engineers,
warehouse operatives, and IT teams and
the RM Executive Committee partaking
in dedicated health and safety training.
Warehouse operatives and the RM
Executive Committee reached 100%
compliance across the training while on-
site engineers reached 95%.
To enable further efficiencies and support
people who require occupational health
reviews, we also appointed a market
leading occupational health provider
during FY24.
Equity, Diversity, and Inclusion (EDI)
With EDI being brought to the forefront of the organisation
throughout FY23, FY24 was the year we embedded it within
our culture. Last year we set out to create an organisation
that was reflective of our customers and the communities in
which we operate, and a series of initiatives supported this
and made ‘inclusion’ the most improved factor of our recent
engagement survey.
What was formerly a combination of
regional and local EDI networks has now
become six globally aligned networks,
with the RM Mental Health First Aiders
transitioning into the Mental Health and
Wellbeing Network.
During FY24, we launched mandatory
EDI training for everyone at RM, and also
launched an optional EDI data collection
activity to help us better understand our
people. A new monthly engagement
initiative titled Inclusion Monthly also gave
our teams the opportunity to learn about
different cultures, walks of life, and lived
experiences of sometimes our own people,
and often external speakers. These talks
included one that shed light on experiences
of the LGBTQI+ community in India,
hosted by Dr VS Priya, others focussed on
living with a disability, the importance of
neurodiversity in the school setting, and
a panel discussion hosted by the Women
at Work network focused on imposter
syndrome.
We are committed to providing equal
opportunities to all employees and job
applicants. Grounded in our Equity, Diversity,
and Inclusion ethos, we have embedded
practices to embrace differences, such as
age, sex, disability, gender identity, medical
conditions, race, religion and sexual
orientation, to ensure no one receives less
favourable treatment on the grounds of
those characteristics. This includes making
reasonable adjustments to support our
employees’ physical and mental wellbeing
needs, which is reinforced by the work
undertaken by our disability network.
Employees who become disabled during
their employment will remain with us
wherever possible, and will be assisted
with occupational rehabilitation. Wherever
practicable, RM will modify procedures or
equipment to maximise an individual’s full
capabilities and career development. In
2024 we achieved our Disability Confident
accredited employer, level 2, and we are
actively working towards achieving level 3 of
this accreditation in 2025.
These initiatives led to our people scoring
Inclusion our second highest area in
our engagement survey with a score
of 83% favourable (14% neutral, and
3% unfavourable).
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Workforce
Stakeholder
engagement
Employees
In FY24, we implemented
multiple initiatives to
enhance employee
communication and
introduce a more inclusive
culture at RM.
Communications from our leadership
teams have been reinforced through
existing and new channels. All Company
Town Halls take place every quarter, where
CEO Mark Cook shares updates on the
strategic vision for the business alongside
the Executive team. The introduction
of written (and often video) updates
from our Executive team on a weekly
basis has supported our people in their
alignment to the RM strategy, confirmed
through the improvements to Executive
communications in our engagement
survey. When asked to rate ‘The Executive
team keep people informed,’ 73% answered
positively, 21% neutrally and only 6%
unfavourably.
Towards the end of FY23 we introduced
the RM Workforce Engagement Group,
sponsored by Board member Jamie Murray
Wells. The forum 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. To
advance this further, we also introduced
monthly CEO Chats, which introduces
Mark Cook to a small cohort from around
the business for an informal and open Q&A
session providing insight to our teams as
well as Mark.
FY24 also saw the successful
implementation of our new global
induction programme, formally introducing
new starters to the business and providing
insight into our strategy, vision, and
mission. Since the launch, we’ve received
positive feedback on understanding of the
business and strategic direction, further
enhanced by the implementation of local
and divisional induction programmes.
We ran our internal engagement survey
in May and November. Feedback presents
positive improvements in some areas, and
some opportunities for improvement in
others.
Engagement overall has shown a slight
increase, alongside a notable improvement
in the sense of pride employees feel in
working for RM. Over half of the areas we
survey also saw positive increases, with
favourability towards Communications
moving from 69% to 73% (+4) and Inclusion
from 72% favourable to 83% (+11).
Engagement overall has
shown a slight increase,
alongside a notable
improvement in the sense
of pride employees feel in
working for RM.’
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It is important at RM that governance ensures it can deliver its purpose and strategy
in a way that is aligned with its values, so that it is a trusted partner to its customers
and other stakeholders.
RM is committed to conducting its business
with integrity and its approach to risk and
compliance helps encourage the right
behaviours across the business. We have
a range of policies and codes that support
our commitment to conducting business
responsibly for all our stakeholders and
apply consistent governance standards
across RM. For the purposes of the Non-
Financial Reporting Regulations, these
include, but are not limited to:
Code of Conduct
An employee Code of Conduct governs
the ways of working across the business
and sets out the standards that employees
are expected to follow.
The Code reflects RM’s culture and
emphasises that employees are trusted
to behave with integrity and honesty, and
in accordance with applicable laws and
regulations. There are a comprehensive
set of policies that set out guidance and
specific processes and procedures that
employees are required to follow.
We regularly communicate to all
employees regarding policies within our
Code of Conduct and employees are
required to confirm annually that they
have read, understood and comply with
the Code.
All policies are owned by a specified
member of senior management and
policy review dates set to ensure they are
regularly assessed and kept up to date.
Anti-bribery and corruption
RM strongly supports the prohibition
against giving, receiving, or offering any
bribes or any other forms of corruption.
The Anti-Bribery Policy sets out the
standards and processes all employees
and relevant partners are required to
follow. These are designed to minimise
the circumstances under which such
behaviours may occur. This year we also
launched a new Gifts and Hospitality Policy
to further embed a culture of anti-bribery
and corruption. Both policies include
practical examples to make it clearer and
easier for employees to understand their
application and they can now easily report
and make us aware of any gifts using digital
registers.
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Governance
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 Comliance 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 Group 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 Group’s Data Protection Officer
(DPO), Chief Financial Officer, senior HR
employees and representatives from each
of the divisions.
As part of its ongoing programme of GDPR
compliance, the Group has formal Data
Protection Policies and a Cookies Policy
covering data of employees, customers,
candidates, examiners and visitors to its
websites. The policies commit RM to
protecting and respecting the privacy of
individuals and complying with all legal
requirements. New starters are assigned
mandatory training on GDPR and ongoing
training is provided to all staff, as well as
to contractors and temporary staff that
have access to Company systems or data.
Security vetting of relevant suppliers and
other third parties is conducted when
considered appropriate. 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 Group employees
regarding how they may and may not use
Company systems and data, and their
responsibility for information security.
The policy is reviewed annually prior to
formal approval by the GSBCC, which
oversees information security policy and
implementation. The Acceptable Usage
Policy is further supported by other specific
policies including Data Classification and
Handling and Incident Management.
Data security policies are controlled,
reviewed and subject to external audit as
part of maintaining ISO certifications.
RM also runs a formal security awareness
programme for all new staff with
touchpoints for new starters and regular
reminders of effective security awareness
protocols.
Business continuity management for the
RM Assessment, RM Technology and RM
India Divisions is aligned to ISO standards
and subject to external audit. ISO 22301
certification is in place.
Were a breach to occur, the Company has
established relationships with third-party
partners to support with cyber incident
response and crisis PR.
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Strategic
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 Our People section
on pages 68 to 69.
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
Group 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 Group, 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
that help 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 at that place. Staff must report any
incident that may give rise to a concern to
the nominated child protection lead at that
institution.
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 Group 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, the Group pay 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 (https://www.rmplc.com).
Whistleblowing
Employees are encouraged to speak up if
they feel that something is not right. The
policy states that employees can speak
to their manager, HR Business Partner or
other senior person in the Company in the
first instance if they have any concerns,
and there is also an independent third-
party service they can use to report any
concerns in confidence and anonymously
if they wish. Information on this policy and
the contact details of the third party are
readily available on the internal employee
portal.
The policy provides that all allegations
raised are forwarded to the Chief People
Officer (unless it relates to them) and
members of the RM People team are
trained to handle such matters. The
individual will be informed of the process
in dealing with the matter. The policy sets
out RM’s commitments in complying with
the Public Interest Disclosure Act 1998 to
protect any person who raises a relevant
concern. The Whistleblowing policy states
that any case that poses a significant risk
to the business is reported to the Audit and
Risk Committee with ultimate ownership
by the Board.
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Governance
continued
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Reporting Area
Policies and related
Due Diligence and Outcomes
Principal risks
Environmental
Environmental Policy (pages 50 to 54)
Climate-related Financial Disclosures
(pages 55 to 66)
RM risks relating to the environment are
detailed in the aforementioned sections
of climate-related risks across the whole
business.
Employees
Equal Opportunities Policy (page 70)
Health and Safety Policy (page 74)
RM reflects diversity and health and safety
risks in the People risk section on pages
44 to 45
Social and Community
Safeguarding Policy (page 74 and 79)
RM reflects safeguarding risk in the
Operational execution risk on page 43
Respect for Human Rights
Annual Modern Slavery Statement (page 74)
Data Protection Policy (page 73)
Supplier Code of Conduct (page 74)
RM considers these risks with its suppliers
on page 44 and Data and Business
continuity on page 43
Anti-Corruption and Anti-Bribery
Anti-Bribery Policy (pages 72)
Anti-Money Laundering Policy (pages 72 to 73)
Share Dealing Code (page 74)
RM reflects anti-bribery and corruption
risks in its Operational execution risk on
page 43
The Strategic Report (including the Sustainability Report) together with the Directors’ Report,
Corporate Governance Report and Audit and Risk Committee Report provide details of the
non-financial matters required by sections 414CA and 414CB of the Companies Act 2006.
See page 26 to 27 for the description of the business model and pages 28 to 31 for KPIs and non-financial targets.
Environmental Policy and Reporting
The Environmental Policy and Reporting section in the Sustainability Report on pages 50 to 54 is incorporated into this report.
Workforce
The section on workforce in the Social Value Report on page 67 is incorporated into this report.
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Non-financial and
sustainability information
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 FY24.
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 a holistic services offering, 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 two ‘deep dive’ sessions, one for IB and
one for CUPA, were held by the Board to consider the
customers’ 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 Board strategy day, gap analysis was
conducted to identify what more RM can do for its
customers, e.g. additional services for exam bodies and
schools, and delivering greater efficiencies.
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 a number of 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 wins and renewals
during FY24 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.
To increase the effectiveness of customer delivery, the
Board approved a reorganisation that includes Dr Gráinne
Watson taking on the role of Chief Operating Officer
and overseeing customer delivery aspects as well as
operational performance.
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Strategic
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?
FY24 saw multiple initiatives implemented to enhance
employee engagement and introduce a more inclusive culture
at RM. All Company Town Halls take place every quarter, where
Chief Executive, Mark Cook, shares updates on the strategic
vision for the business. Engagement surveys have been run
half-yearly and cover a series of questions about employee
experiences and include an employee Net Promoter Score.
The results of the survey are presented to the Board by the
Chief People Officer and has included 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 the
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 Group-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 the Group, noting that the gaps in the UK were now in
favour of women.
Considered the findings of the six-monthly employee
engagement surveys 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 in 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 Carolyn Dawson (formerly Christopher Humphrey),
Chair of the Remuneration Committee).
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 Chair, Chief Executive and
Chief Financial Officer statements and reports from the
Chairs of Committees of the Board.
London Stock Exchange announcements via RNS.
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.
The Chair of the Remuneration Committee conducted
a shareholder consultation with one-to-one calls on
proposed changes to RM’s Remuneration Policy to consider
shareholder views. The resolutions were duly passed at the
2024 AGM.
The Chief Executive and Chief Financial Officer gave live
presentations to shareholders following the announcement
of the FY23 year-end results and FY24 interim results.
The Board simplified the operational structure of the
business which was aligned with feedback from major
shareholders
Responded in a timely manner to letters from shareholders
about ESG matters and offered further dialogue.
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Section 172
statement
continued
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 2024 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.
The Board delegated to the Audit and Risk Committee a
review of the supplier payments and practices statutory
reporting for FY23.
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 RM Executive.
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.
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Governance
Report
03.
In this section
Board of Directors
82
Governance at a glance
84
Corporate Governance Report
85
Nomination Committee Report
94
Audit and Risk Committee Report
98
Remuneration Committee Report
104
ESG Committee Report
114
Directors’ Report
116
Statement of Directors’ responsibilities
120
Directors’ duties statement
121
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Improved learning outcomes can be gained by
providing a more authentic assessment, which is
better aligned to the skills and experiences that
young people will need in practice.
There is a growing disconnect
between the assessment system and
the need to prepare students for
the reality of the world of work in
the 2020s, 2030s and beyond. The
skills and knowledge required and
used in the workplace, and in higher
education systems, have changed at
a faster pace than the approach to
examination.
For example, it is only recently in
computer science exams – where
in real-world settings individuals
would be working on a screen –
assessors have begun moving away
from paper-based examinations. A
paper-based option in this example
will not be the most effective way of
assessing skills and setting learners
up for success.
This is also happening at pace in
other settings, where real-life skills
are assessed as a core part of the
assessment process. For example,
in professional qualifications
with accountancy exams, real
spreadsheet capabilities are used in
controlled conditions to replicate
real-life skills.
We are only in the early stages of
seeing school settings fully benefit
from these technologies, where
pupils could be tested in a wider
variety of contexts and from different
angles.
Transitioning towards digital
assessments must be approached
carefully, ensuring paper exams are
not just replicated on screens. For
digital assessment to be effectively
adopted, it must be integrated
throughout the entire learning
journey rather than confined
to high-stakes, high-pressure
examination settings. This approach
will ensure students develop
confidence in using the technology
and are provided with ample
opportunities to become familiar
with it well in advance of formal
assessments. RM is well-placed to
support accreditors and educators
with this transition.
Digitalisation has the potential
to transform the delivery of
assessment and qualifications.
RM in focus
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Helen
Stevenson
N
R
E
Appointed to the Board
16 February 2022 as Non-Executive Chair
Career
Helen Stevenson was appointed as
Non-Executive Chair of RM plc on
16 February 2022. Helen is also the Chair of
the Nomination Committee.
Relevant skills and experience
Helen’s career has 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 12 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 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.
Other roles
After qualifying as an accountant and
working in several finance roles, Mark
moved into consulting, joining Xansa
plc where he led transformation and
systems implementation programmes
for clients including the BBC and Boots.
In 2010, Mark joined Getronics Group
under Aurelius Investments where he
refocused the portfolio and created a
global technology digital services business.
In 2019, Mark joined Capita plc as CEO
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 CFO of MTI Technology
from December 2017 until July 2023,
where he was responsible for the finance
and administrative functions across their
operations in the UK, France and Germany.
Simon has also held senior finance roles
in Getronics, the Dutch ICT business,
and Sopra Steria, the digital services and
software development consultancy. After
qualifying as an accountant, Simon worked
in a number of finance and commercial
roles for Xansa plc, Warner Bros and Marks
and Spencer plc.
Key to committees
A
Audit and Risk Committee
R
Remuneration Committee
N
Nomination Committee
E
ESG Committee
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Board of
Directors
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
21st 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 is Non-Executive
Chairman of Heywood Pension
Technologies – a pension solutions
provider owned by BlackRock
long term private equity and,
until recently (20 January 2025),
Chair of AIM-listed Eckoh plc,
a customer engagement and
contact solutions provider, 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 the Chief
Financial Officer at Greene
King Limited, a role he has held
since 2017, and has 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.
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 timeless 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 CEO 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 is a Trustee for Centre
for Entrepreneurs. Carolyn has
co-founded Miroma Founders
Network, which provides
growing businesses with
media opportunities. Carolyn
also 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.
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01
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Governance
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 on proposed
changes to the Remuneration
Policy.
• Members of the Board engaged
directly with the workforce
on people matters including
engagement survey results.
• The Board received updates
from the Head of Sustainability
on environmental matters and
community initiatives.
Actions in 2024
Key topics discussed
Outcomes
Customer contract wins and extensions.
Approved customer contracts
including International Baccalaureate
and Cambridge University Press and
Assessment.
Strategic initiatives including the
development of the Global Accreditation
Platform.
Approved £6m investment for FY24 in the
development of the Global Accreditation
Platform.
Successful closure of the loss-making
Consortium business.
The Company’s financial position and
banking facility.
Signed an amendment and extension to
the Group’s banking facility agreement.
Target operating model.
Launch of a new operating model.
Board priorities for 2025
Reducing the Company’s net debt
Continuing to invest in the development of the Global
Accreditation Platform
Growth in our Assessment division
Tenure
Composition
Gender
Female
Male
Executive
Chair – independent on appointment
Independent Non-Executive
0-2 years
2-5 years
71%
29%
1
2
4
25%
29%
71%
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Governance
at a glance
The Board aims for the Group 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.”
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 2024, 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 Group
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 2024, 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. 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 and
shareholder consultations (see page 112 for
details). Carolyn received a full handover
from Christopher and has had the support
of other committee members who have
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 prior year, no further appointments
took place this 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 the
closure of the loss-making Consortium
business.
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 has been important,
particularly during a year of transformation.
You can read more about RM’s
engagement with stakeholders, including
shareholders, on pages 77 to 79.
Helen Stevenson
Non-Executive Chair
17 March 2025
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01
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04
Governance
Corporate
Governance Report
1. Board leadership and Company purpose
Section and page
A: Leadership, long-term success, value generation and
societal contribution
Purpose, Values and Culture – pages 12 to 13
Throughout the Sustainability Report on pages 50 to 54, Corporate
Governance Report on pages 85 to 93 and Remuneration Committee
Report on pages 104 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 – page 94
C: Resources and controls
Resources – pages 26 and 27
KPIs – pages 93
Managing our Risks – page 40
Internal Controls – page 92
Review of Risk Management – pages 102 to 103
D: Stakeholder engagement
Stakeholder Engagement – pages 77 to 79
Section 172 Statement – page 77 to 79
E: Workforce policies and practices
Remuneration Policy and Stakeholder Engagement – pages 113 and 77 to 79
Whistleblowing – page 74
Employee Stakeholder Engagement – page 71
2. Division of responsibilities
Section and page
F: The Chair
Board of Directors – pages 82 to 83
Roles – pages 82 to 83
Board Evaluation – page 90
G: Board composition and division of responsibilities
Board of Directors, Board Committees – pages 82 to 83
Roles – pages 88 to 89
Directors’ Conflicts of Interest and Independence – page 90
H: Role and time commitment of Non-Executive
Directors
Board of Directors – pages 82 to 83
Board Attendance – page 89
Committee Attendance – pages 94, 98, 104, 112, and 114
Roles – pages 88 to 89
Directors’ Conflicts of Interest and Independence – page 90
I: Board function and the Company Secretary
Board of Directors – pages 82 to 83
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Corporate
Governance Report
continued
3. Composition, succession and evaluation
Section and page
J: Board appointments and succession planning
Nomination Committee Report – pages 94 to 97
Board Diversity and Inclusion Policy – page 96 to 97
K: Board and Committee skills, experience and
knowledge
Board Tenure – page 89
Board Composition – pages 97
L: Board evaluation
Board Evaluation – page 90
4. Audit, risk and internal control
Section and page
M: Internal and external audit independence and
effectiveness
Internal Controls – pages 92
Audit and Risk Committee Report – pages 98 to 103
N: Fair, balanced and understandable assessment of
position and prospects
Statement of Directors’ Responsibilities – pages 120
O: Risk management, internal control framework and
principal risks
Managing our Risks – page 40
Principal Risks and Uncertainties – pages 42 to 45
Internal Controls – pages 37 and 92
5. Remuneration
Section and page
P: Remuneration policies and practices
Remuneration Committee Report – pages 104 to 113
Q: Executive remuneration
Remuneration Committee Report – pages 104 to 113
Remuneration Policy, Stakeholder Engagement – pages 113 and 77 to 79
R: Independent judgement and discretion in
remuneration outcomes
Discretion – page 105
01
02
04
Governance
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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 90. 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 Group. 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 Group. The Board is also provided with specific reports 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 Group 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 the IB and CUPA
customer accounts, results of employee engagement surveys,
shareholder feedback, potential transactions and progress on
actions relating to the closure of the Consortium business. Further
information on other reports it received are in the Stakeholder
Engagement report on page 77 to 79. 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.
All Directors are appointed for a defined term subject to annual re-
election by shareholders at each Annual General Meeting.
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 last
year 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.rmplc.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 Group. The key roles of the Board are:
Setting the strategic direction of the Group 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 Group is suitably resourced to achieve its objectives and
effectively engages with stakeholders
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
Ensures effective communications 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
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
Monitor the performance of management on an ongoing basis
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Corporate
Governance Report
continued
Audit and Risk Committee
Oversees and monitors the Group 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
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
Considers how the Remuneration Policy supports and aligns
with the business strategy of the Group
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
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
Reviews ESG risks that have been identified and mitigating
actions
Chief Executive (CEO)
Responsible for the executive leadership of the Group as a whole
and delivering the strategic and commercial objectives agreed by
the Board
Leads the Executive Committee
Maintains and protects the Group’s reputation
Ensures the affairs of the Group are conducted with the highest
standards of integrity
Builds positive relationships with the Group’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
2024 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
10/11
Richard Smothers
10/11
Carolyn Dawson
10/11
Jamie Murray Wells
11/11
Patrick Martell (resigned 31 December 2023)
2/2
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 2024.
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
71%
2-5 years
29%
5+ years
0%
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Governance
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 received 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
questionnaires and further input. The feedback was shared and
reviewed at the Board meeting in January 2025. 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 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 following six appointments in the prior year.
Suggestions for improvement were made with regard to:
• The Board’s knowledge and engagement with product strategy
and relationships with customers
• Increasing simplicity of external communications signed off by
the Board
• More informal Board gatherings to help stimulate discussions
and foster relationships
Build further on the Board’s exposure to top customers, which
increased during the year
The improvements suggested in the Board and Committees
evaluation last year were felt to have been implemented,
specifically:
• The introduction of more relevant performance metrics,
including KPIs, for the Board to assess performance within the
markets RM operates
• More external market benchmarking provided to support the
Remuneration Committee with decision-making
A greater focus on longer-term sustainable success by the Board
following the need to focus on shorter-term priorities in 2023
Ensuring that gaps in the prior year succession planning were
completed during the year
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 and since this was the first full year
for six out of seven Board members. 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 Group.
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. Non-Executive Directors can,
on request, attend Executive Committee meetings.
Directors’ conflicts of interests and independence
There are procedures in place to identify, authorise and manage
any conflict of interest of any Director with those of the Company.
This includes potential conflicts of interest being an agenda
item for each Board meeting. These procedures have operated
effectively during the year.
There were no conflicts of interest identified. None of the
independent Non-Executive Directors nor the Chair have any
personal financial interest in the Company other than through fees
received or as a shareholder. They are not involved in the day-
to-day running of the business and have no personal conflicts of
interest which could materially interfere with the exercise of their
independent judgement.
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Corporate
Governance Report
continued
ESG
See 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 50 to 54.
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 page 95 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,
sponsored, and supported the launch of the RM Workforce
Engagement Group (formerly known as the RM Advocates),
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 Group’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 77 to 79 of the Strategic Report
for details of how the Board engaged with its key stakeholders
during the year.
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Governance
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 Group are set out in the ‘Principal Risks
and Uncertainties’ table in the Strategic Report. (Refer to pages 42
to 45.)
The Group established an ongoing process for identifying,
evaluating and managing risks.
The key features of our system of internal control include:
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 Group 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. 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 Group 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 Group intranet and in our
Code of Conduct. Staff have annual performance reviews with any training requirements
identified and agreed within six months. The Group operates a Whistleblowing Policy which
includes access to an independent helpline for anonymous reporting of concerns (see
page 74).
Treasury and tax procedures
Treasury is controlled by the Chief Financial Officer and Group Treasurer. All transactions are
checked and monitored. All complex or large transactions are discussed in advance with the
Board and Executive Directors.
The Group Head of Tax maintains the UK and foreign jurisdiction tax compliance (except
Indian shared services operations) and the tax risk register.
Internal audit
The strengthened internal audit function, following the recruitment of two new auditors in
the year, performs various assurance reviews as part of the annual Internal Audit Plan which
is prepared by the Group Head of Internal Audit & Internal Control and shared with the Group
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.
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 were made to the internal financial controls
covering key processes within the purchase-to-pay, order-to-cash,
forecast-to-fulfil and record-to-report processes. Each workstream
is documented in a dedicated portal which also facilitates the
collation of evidence of operation of these controls is appropriate.
Following these changes, 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 98 to 103.
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Corporate
Governance Report
continued
FY24 key focuses of the Board
During the year the Board covered a range of activities as follows:
Governance
Strategy
People and responsible
business
Finance
Link to
strategic
priorities
Key activities
and discussions
in FY24
• 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 Group, 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 2023 Annual Report
and Accounts, and
2024 interim results
announcements
• Approved policies and
statements
• Received reports
from the Chief
Executive Officer on
performance against
the strategic priorities
• Considered updates
on the divisions, along
with key customer
and operational
developments
• Received
presentations on the
market environment
• Discussed and
monitored strategic
business initiatives,
including the closure
of the loss-making
Consortium business
• Held a Board
Strategy Day to
focus on areas of
strategic importance,
including scaling
the Assessment
division, global
expansion initiatives,
and key trends in the
EdTech market
• 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 Group Health
and Safety Manager
• Received updates
from the Chair of
the ESG Committee
on progress of
environmental and
social KPIs
• Considered
employee incentive
proposals such as
expanding share
scheme awards
• 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
Group’s banking facility
agreement
Key outcomes
• Approved new
customer contracts
with International
Baccalaureate and
Cambridge University
Press and Assessment
along with other wins and
renewals
• Documenting and
embedding of financial
and governance controls
across key business
processes
• Approved Modern Slavery
Statement 2024 and Anti-
Bribery and Corruption
Policy 2024
• Successful closure
of loss-making
Consortium business
• Invested c.£6m in
FY24 on development
of Global Accreditation
Platform
• Launched RM
Consulting
• Launch of a new
operating model
• Consolidated
warehousing to one
location
• Approved the
set-up of a legal entity
in Dubai
• Approved FY25
environmental and
social KPIs
• Approved FY23
gender pay-gap
reporting (which
showed a gap in
favour of women)
• Shareholders
approved
amendments to
the Performance
Share Plan to
enable meaningful
share awards to
more people
• Executive
Committee
completed
mandatory health
and safety training
• Approved the
FY24 budget
• Signed an amendment
and extension to the
Group’s banking facility
agreement
• Appointed Vidett as sole
trustee for the defined
benefit pension schemes
• Approved the closure
of the London office
and reduced space in
Abingdon generating
substantial savings
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Governance
On behalf of the Board, I
am pleased to present the
Nomination Committee
Report for the year ended 30
November 2024.
The Nomination Committee
The Nomination Committee (the
Committee) operates under Terms of
Reference approved by the Board. These
can be found on the Group’s website at
www.rmplc.com.
Committee membership
and attendance
The Nomination Committee during the
year ended 30 November 2024 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 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 2024
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 for Executive Directors and
other senior management roles
• Reviewed the outcome of the Board
effectiveness review
• Recommended to the Board the
appointment of Christopher Humphrey
as Senior Independent Director
(replacing Patrick Martell who resigned
on 31 December 2023)
• Recommended to the Board the
appointment of Carolyn Dawson as
Chair of the Remuneration Committee
• Recommended to the Board the
appointment of Jamie Murray Wells
as Chair of the ESG Committee and
Workforce Engagement Group
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
2/2
Carolyn Dawson
2/2
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Nomination
Committee Report
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.
Following the detailed review of the Board’s
composition and the many appointments
made in the prior year, succession planning
this year focused on the Chief Executive’s
role and the remainder of the Executive
Committee where a potential successor
had not been identified previously.
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.
The Nomination Committee considered
two potential successors and agreed
actions to assist with development areas
identified. Their progress and development
will continue to be monitored.
Below Executive Committee level,
leadership training programmes with a
third party were introduced for employees
identified as future leaders.
Diversity
The Board is committed to ensuring there
is strong diversity throughout the Group
which is reflected in our Equity, Diversity
and Inclusion Policy. As a global Company
with employees based around the world
including the UK, India, Spain, 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.
01
02
04
Governance
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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. Last year, we highlighted that there were six
new appointments to the Board, which required specific expertise to lead the Group’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 and by 2027.
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 2024 Board evaluation (see page 90 for details and Board composition
on pages 82 to 83}.
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 44% at the date this report was signed, an increase from
38% 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
4
57%
2
5
62%
Women
2
29%
1
3
38%
Not specified/prefer not to say
1
14%
1
Data on diversity
Each member of the Board and member of the Executive Committee, as at 30 November 2024, 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
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 90.
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 82 to 83 (Board of Directors).
The Committee considers the current Board membership provides the right mix of skills, knowledge and experience.
Board Skills, Knowledge
and Experience
Helen
Stevenson
Mark Cook
Simon
Goodwin
Christopher
Humphrey
Richard
Smothers
Carolyn
Dawson
Jamie
Murray Wells
Independence
Governance, Risk and
Regulatory
Technology
Digital product management
Finance
CEO and Leadership Experience
Education sector
M&A/Restructuring
International
Stakeholder/IR/IP
The Board had one Non-Executive Director, Patrick Martell, who
was nearing the 10th anniversary of his appointment prior to his
resignation effective 31 December 2023. In light of the significant
number of Board changes in the last two years, the Committee
considered balancing new skills with Board stability and agreed
to extend the term of Patrick’s appointment as a Non-Executive
Director by one year to 31 December 2023. The Board has noted
that, in discharging his duties over the past 10 years, Patrick has
demonstrated role model independence in his approach and in his
thinking. Accordingly, the Board was satisfied that Patrick remained
independent until his retirement, notwithstanding his tenure.
Helen Stevenson
Chair of the Nomination Committee
17 March 2025
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)
6
86%
3
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
1
14%
1
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Governance
No. of meetings attended
in the period/Eligible to
attend
Richard Smothers
6 / 6
Christopher Humphrey
6 / 6
Jamie Murray Wells
5 / 6
Carolyn Dawson
4 / 6
Patrick Martell
1 / 1
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 Group’s website at
www.rmplc.com.
Committee membership
and attendance
The Committee during the year ended
30 November 2024 comprised:
• Richard Smothers (Chair of the
Committee)
• Christopher Humphrey
• Jamie Murray Wells
• Carolyn Dawson
• Patrick Martell (resigned
31 December 2023)
All of the above were independent Non-
Executive Directors. The Group 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), Group Financial Controller (Richard
Welfare), Group Head of Internal Audit &
Internal Control (Cam Pearson), and other
management are invited to attend the
Committee meetings as appropriate.
The Committee met six times during the
period. Attendance is set out in the table to
the left. Three of these meetings were part
of the regular schedule of meetings set out
in the Committee’s Terms of Reference,
with the additional three meetings being
required to finalise the FY23 and H1 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 2024.”
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Audit and Risk
Committee Report
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 and the Group.
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
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 Group has been undertaken, and
monitor the risk profile of the business.
Compliance, whistleblowing and fraud
To review the adequacy and security of the Group’s arrangements
for its employees and contractors to raise concerns, in confidence,
about possible wrongdoing in financial reporting or other matters,
review the Group’s procedures for detecting fraud, and review the
Group’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 Group 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 Group.
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.
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 her 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: long-term revenue
recognition
In long-term customer contracts the arrangements are often
complex, particularly with respect to variable consideration and
service performance measures.
These contracts can involve significant judgements that may
impact the recognition of revenue including:
• The identification of performance obligations included within the
contract.
• The allocation of revenue to performance obligations including
the impact of variable consideration.
The combination of goods and services into a single
performance obligation.
• The measurement of progress for performance obligations
satisfied over time.
• The consideration of onerous contract conditions and
associated loss provisions.
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Governance
For RM there is significant 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 Assessment division has
secured key strategic contracts and modifications as follows:
• The AOS contract with International Baccalaureate (IB) requires
significant judgements including identification of the distinct
performance obligations;
• Digital assessment contracts which encompass variable
consideration for digital examinations and content creation
services; and
• Extensions to existing contracts create a significant judgement
in the prediction of the number of future examination script
volumes.
The financial statement items exposed to these judgements
include the accounting policies for revenue, key sources of
estimation uncertainty, critical accounting judgements, and the
revenue figures themselves.
Committee action:
The Committee received papers that included bi-annual updates
on the key judgements and estimates arising from the more
complex and significant contracts in respect of IFRS 15, which in
the period have related to Assessment contracts. The Committee
is also provided with a bi-annual update on any significant new
contracts throughout the business and the types of performance
obligations and judgements identified in these contracts.
During the year, management’s initial assessment of the revenue
recognition profile for the IB AOS contract was challenged by
the auditors. As a result, the Committee recommended that an
independent professional services firm (Grant Thornton) was
engaged to provide a second opinion, who agreed with the
findings of Deloitte. Grant Thornton was also engaged to review
technical accounting papers produced by management in respect
of the revenue recognition for the digital assessment contracts and
significant contract extensions, for which they agreed the proposed
treatment.
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 Group,
including the recognition of deferred and accrued income at the
balance sheet date.
Matter considered: going concern review
process
The Committee reviews and considers the appropriateness of the
preparation of the accounts on a going concern basis. The March
2024 amendment and extension of the Group’s financing facility
includes two primary covenants, liquidity and last 12 months’
(LTM) EBITDA, effective from February 2024. The facility matures
in July 2026. Subsequent to year end, amendments were sought
and granted by the lenders. These amendments replaced the
quarterly EBITDA leverage test and interest cover test, originally to
apply for the quarters ended 28 February 2026 and 31 May 2026,
with an LTM EBITDA covenant, and introduces a step down
in the minimum liquidity requirement from 1 August 2025 to
17 October 2025, and 1 January 2026 to 21 March 2026, from
£7.5m to £5.0m.
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.
Matter considered: carrying value of
goodwill in TTS
At the beginning of the financial year, the Group carried a
significant asset balance of £31.6m in respect of goodwill
attributable to the TTS brand. The impairment assessment requires
the application of judgement concerning future prospects and
forecasts.
This judgement requires an assessment of Group Weighted
Average Cost of Capital and the expected cash flows of the Group
at a cash-generating unit (CGU) level. The cash flows used in
this assessment are based on those presented and approved in
the Group 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.
Outcome:
The Committee is satisfied the impairment of goodwill that is
recognised in these statements has been appropriately calculated
and disclosed.
For goodwill not impaired, the Committee is satisfied this is in line
with expectations given the assessment was based on Board-
approved future projections.
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Audit and Risk
Committee Report
continued
Matter considered: carrying value of the
investment in RM Educational Resources
Limited
At the beginning of the financial year, the carrying value of the
investment by the Company in RM Educational Resources Limited,
one of its subsidiary undertakings, was £3.2m. During the prior
year, an impairment charge of £68.2m against this investment was
recognised, driven by poor performance and the closure of the
Consortium business.
The financial statement items exposed to this judgement are the
key sources of estimation uncertainty, the investment value on the
balance sheet and the distributable reserves.
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.
The Committee has also considered the implications of impairment
on distributable reserves.
Outcome:
The Committee is satisfied the impairment of investments in
subsidiaries that is recognised in these statements has been
appropriately calculated and disclosed.
For investments in subsidiaries not impaired, the Committee is
satisfied this is in line with expectations given the assessment was
based on Board-approved future projections.
Matter considered: adjusting items
The Group reports adjusting items, which are used by the Board
to monitor and manage the performance of the Group, in order
to ensure that decisions taken align with the Group’s long-term
interests. 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
impairments resulting from the announced decision to close
offices in the property portfolio, the impairment of TTS goodwill,
and restructuring costs in respect of target operating model
changes.
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.
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 misstatements that required correction and that all material
items were adjusted in the course of finalising the accounts. 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
Group’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 9 May 2024, the
reappointment of Deloitte LLP as Group external auditor. This was
Deloitte’s fourth year as the Group’s auditors.
During the year, the Group conducted a formal competitive and
comprehensive audit tender process led by the Committee. Four
firms were shortlisted from the UK top 20, using a mix of qualitative
and quantitative factors such as independence, capacity for
new public interest entity audits and having a sufficient level of
accredited audit partners. The incumbent auditor was invited to
participate but declined.
The tender process was managed by the Group Financial
Controller and Group Head of Procurement, and each of the four
firms received a formal invitation to tender. Each firm was allowed
to spend time with the Chair of the Committee, the Chief Financial
Officer, the Chief Executive Officer, the Chair, and other members
of senior management. Written proposals were submitted from all
four firms, which were orally presented to a panel comprised of the
Chief Financial Officer, Group Financial Controller and Group Head
of Procurement. All members of the Committee were invited to
attend these presentations.
Following a rigorous review and scoring process considering
independence, challenge and technical competence, two firms
were taken forward to present to the Board. Following this,
the Committee recommended the appointment of RSM UK
Audit LLP as the Company’s new external auditor. Deloitte LLP
remained as the external auditor for the financial year ended
30 November 2024 and will assist in an orderly handover. There
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Governance
are no contractual obligations restricting the Group’s choice of
external auditor.
The Committee is comfortable that the current audit partner from
Deloitte and the proposed audit partner from RSM are independent
from the Group. This assessment is based on internal review of
relationships and confirmation by the audit firms themselves.
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.
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.
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 the work and
with reference to the FRC’s 2019 Ethical Standard.
Fees for non-audit work in the period were 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 Group
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 Group continued to evolve its control
framework following the findings of previous years, with all of the
recommendations made in the Financial Position and Prospects
Procedures Report now having been materially addressed. The
remediation project, named Process Guardian, has focused upon
key financial control identification and implementation across the
workstreams of Purchase to Pay, Order to Cash, Forecast to Fulfil
(for inventory) and Record to Report.
The Committee has been updated regularly with respect to
progress related to remediation activities as well as reviewing
ongoing control improvements identified. Because the new
controls have not operated for the full year in the majority of cases,
the auditors have elected not to seek to test and place reliance
on them, and have continued to undertake a substantive audit
approach for the year ended 30 November 2024.
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.
During FY25 management will work to ensure that controls are
properly embedded through a programme of self-certification and
testing by the Internal Audit & Internal Controls team.
The most significant risks the Group is exposed to are set out in the
Principal Risks and Uncertainties section of the Strategic Report on
pages 42 to 45.
Control environment
– Acknowledging the internal control
improvement project highlighted above, the Board has put
in place an organisational structure with clearly defined lines
of responsibility and delegation of authority to Executive
management. A Group-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 Group 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 Group and
developing appropriate policies to manage those risks. It delegates
responsibility for operational risks to the Executive Committee,
which meets monthly.
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Audit and Risk
Committee Report
continued
During the year, the Group has continued to develop 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 Group’s risk profile.
Further details in relation to the processes for identifying and
managing Group risks are set out in Managing the Group’s Risks on
pages 40 and 41.
Public reporting
– The Committee reviews and comments
upon both the Group’s annual and interim results prepared by
management, together with any other trading statements that are
issued.
Management information
– Executive managers are required to
produce a budget for approval at the beginning of each financial
year and 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 each month 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 who has regularised reporting to the Chair
of the Committee. A third-party firm of accountants is utilised to
undertake internal audits where insufficient resource or specialist
knowledge is available in-house.
Internal audit
The Head of Internal Audit & Internal Controls 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 & Internal Controls reports on progress
against this plan at Committee meetings and has a direct route to
the Committee Chair.
Internal audit activities for FY24 were undertaken through the
engagement of Grant Thornton, our third-party internal audit
partner firm. During the year, the decision to in-source internal
audit was made with the approval of the Committee, with
the expectation in future years that the in-house team will
undertake most reviews, but that Grant Thornton will be
retained to carry out audits that require specific subject-
matter expertise.
The in-house team have also spent time
during FY24 helping to design and implement
the improvements to the financial control
environment referenced above, including
introducing periodic self-certification by control
owners and undertaking independent testing
and walkthroughs to determine whether
controls remain effective.
The external auditor does not rely on internal audit to substitute
any audit work required to form their opinion on the Financial
Statements. The Group has continued routine audits that review
adherence to the agreed controls and processes in its India
subsidiary, and has completed audits of:
Processes and controls around on and offsite safeguarding in
RM Education Limited
• The use of third-party advisors
• Fraud prevention and detection, and anti-bribery and corruption
processes
Business continuity plans within the Assessment division of RM
Education Limited
From FY25 onwards it is expected that the most significant risk
outputs from the enterprise risk management process will inform
future Internal Audit programmes.
Whistleblowing Policy
The Group has adopted a formal Whistleblowing Policy and more
details may be found in the Governance Report on page 74.
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 Group 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 72 to 73.
Richard Smothers
Chair, Audit and Risk Committee
17 March 2025
01
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Governance
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On behalf of the Board, I am pleased to
present the Remuneration Committee Report
for the year ended 30 November 2024.
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 2024; and
Part B
Implementation Report: which sets out the
payments and awards made to Directors for the year
ending 30 November 2024 and how the Directors’
Remuneration Policy will operate for the year ending
30 November 2025.
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.”
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 the Company, and
Executive, ensuring the alignment of the Company’s
purpose, values and strategy and promoting the long-term
success of the Company. Reviewing this policy annually.
Setting remuneration
Setting and authorising annually the remuneration of the
Chair, Executive Directors, and Executive in accordance
with the policy and with due account taken of all relevant
factors, such as individual and Group performance and
remuneration payable by companies of a comparable size
and complexity.
Workforce remuneration
Reviewing workforce remuneration and related policies
across the Group 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
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Remuneration
Committee Report
Stakeholder engagement
As this is the first Remuneration Committee Report since I have
taken on the role of Chair of the Committee, I would like to begin
this report by thanking my colleague Non-Executive Director
Christopher Humphrey for his work as the previous Remuneration
Committee Chair and I am grateful that Christopher continues to
serve on the Committee.
I would also like to thank our shareholders for their continued
support on remuneration matters. We concluded at our 2024 AGM
each of the resolutions to approve a new three-year Directors’
Remuneration Policy, approval of the Directors’ Remuneration
Report for 2023 and approval of amendments to our share plans’
dilution limits. Each received very strong support from those
shareholders voting.
Ahead of our 2024 AGM, Christopher, as Committee Chair,
engaged appropriately with major shareholders regarding the
proposals reflected in those AGM resolutions.
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
2024
The financial performance for the year was strong with adjusted
operating profit of £8.6m exceeding market consensus of £8m and
significant progress having been made on most of the strategic
initiatives set in a transformative year for the Company.
Bonus award for 2024
The Committee assessed the performance of each of the three
targets making up the Executive Directors’ FY24 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 FY24 of £8.6m resulted in this
metric being 84.5% achieved. The cash target was 50% met since,
while the cash outflow target of £8m (the increase in adjusted net
debt) was achieved in full (outcome: £6.1m), a material reduction
of net debt was not achieved during the year.
The transformation objectives included 10 key objectives central
to getting the business back on track and progressing the strategy
(see page 107 for details). After a thorough assessment by the
Committee, it was determined that the objectives had been 89%
achieved.
In total, the targets were 74.5% achieved meaning a bonus payable
of 81.9% of salary (out of a maximum of 110%) for the Executive
Directors.
Long-term incentive plan (LTIP) in 2024
Each of our Directors received further LTIP awards in FY24. Details
of performance conditions are set out later in the Directors’
Remuneration Report but are broadly: (i) 40% based on relative
Total Shareholder Return (TSR); and (ii) 60% based on demanding
absolute TSR growth.
Neither of our Executive Directors
participated in an LTIP award that was measured by reference to
performance for the year ended 30 November 2024.
Discretion
The Board did not exercise discretion (positive or negative)
regarding Directors’ remuneration outcomes during the year. The
Committee considers that the overall pay outcome for the year
ended 30 November 2024 is justified given the overall performance
of the business and the performance of the Executive Directors.
Remuneration in 2025
Our intention is to continue to apply our Directors’ Remuneration
Policy in 2025 in a way which is closely aligned with how we
applied our policy in 2024.
We will operate our annual bonus
plan again in 2025; we will again apply a mix of adjusted operating
profit, cash and transformation objectives metrics for Executive
Directors’ bonuses.
We also intend to make further LTIP awards
in 2025 using the same mix of metrics and weightings as applied
for 2024 LTIP awards (relative TSR (60%) and absolute TSR (40%)).
Further details are set out on page 107. We are also taking two
actions in relation to our Chief Executive’s pay for 2025 which
we consider appropriate for the business and which also reflect
feedback from our shareholders.
Our Chief Executive’s salary increase in 2025 will be 4%, moving
FY25 annual salary to £391,040 (FY24 £376,000). This is part of
a longer-term transition towards an appropriate “market-level”
salary for our Chief Executive following his recruitment in FY24.
This level of salary increase is above the wider average increase
of 2.6% within the UK. The Committee considered
personal and
business performance since the Chief Executive’s appointment
in making this increase.
All future Chief Executive’s salary
reviews will also consider these factors.
Our Chief Executive’s 2025 LTIP will be awarded over shares
worth 200% of base salary (FY24 170% base salary).
The FY25
award is in line with the annual award limit in the Directors’
Remuneration Policy. The Committee considers this FY25 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 share awards.
Looking forward
At our 2025 AGM, shareholders will be asked to approve the
Directors’ Remuneration Report for 2024, 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 2025 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.
Carolyn Dawson
Chair, Remuneration Committee
17 March 2025
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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 2024 and, in
respect of those Directors, the equivalent figures for the year ended 30 November 2023. The table has been audited.
Salary/
fees
£000
Taxable
benefits
£000
Annual
bonus
£000
LTIPs
(vested)
£000
Retirement
Benefits
1
£000
Other
4
£000
Total
£000
Total
Fixed
Remuneration
Total
Variable
Remuneration
£000
3
Name
2024
2023
2024
2023
2024
2023
2024
2023
2024
2023
2024
2023
2024
2023
2024
2023
2024
2023
Executive
Mark Cook
372
320
10
9
308
120
14
9
100
704
558
396
338
308
220
Simon
Goodwin
280
71
10
2
232
27
16
1
538
101
306
74
232
27
Non-Executive
Helen
Stevenson
149
139
149
139
149
139
Patrick Martell
2
4
54
4
54
4
54
Richard
Smothers
52
44
52
44
52
44
Christopher
Humphrey
53
18
53
18
53
18
Carolyn
Dawson
48
3
48
3
48
3
Jamie
Murray Wells
48
3
48
3
48
3
Total
1,006
652
20
11
540
147
30
10
100
1,596
920
1,056
673
540
247
1
The section below headed ‘Retirement benefits’ explains how those benefits have been calculated and presented in the above tables.
2
The fees show the portion of the year during which they were a Director during 2024 or 2023, as relevant.
3
Total fixed remuneration is the aggregate of the base salary, pensions and benefits, and total variable remuneration is the aggregate of the bonus and vested LTIPs and
Mark Cook’s bonus on joining in 2023 (see 4) included under ‘Other’.
4
Mark Cook received a bonus on joining of £100,000 in 2023, in recognition of the bonus he forfeited from his former employer when he left to join RM (compared to
an estimated target bonus of £150,000). This is shown in addition to the RM FY23 annual bonus amount of £120,000..
Individuals who were no longer Directors in the year ending 30 November 2024 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 at www.rmplc.com 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 FY24, and changed to Chief Executive
£376,000 (£365,000 from appointment on 16 January 2023) and Chief Financial Officer £283,000 (£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 of such benefits.
Annual bonus:
The Committee decided that the bonuses payable to the Executive Directors for the year ending
30 November 2024 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:
No LTIP awards held by the current Executive Directors vested during the year ended 30 November 2024.
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%, being the same contribution rate used for the majority of
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 110.
Part B – Implementation Report
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Remuneration
Committee Report
continued
FY24 Annual bonus metrics
Metric
Overall weighting
(% of max bonus)
Target range
Performance
outcome
Vesting attained
(% of this part)
Threshold
(20% vesting)
On-target
(50% vesting)
Stretch
(100% vesting)
Adjusted Operating
Profit
(1)
33.3%
£7.5m
£8m
£8.9m
£8.6m
28.1%
Free Cash Flow
(adjusted net debt)
33.3%
£(8)m
£(6.1)m
16.7%
Transformation
Objectives
33.3%
Remuneration Committee assessment – see below
29.7%
Total vesting (% of maximum bonus)
74.5%
1. The Committee updated the adjusted operating profit targets to reflect an updated accounting treatment for the recognition of revenue from a long-term contract (the original targets reflected an earlier treatment).
The maximum annual bonus for each Executive Director was 110% of base salary, and accordingly the total vesting level shown above
(74.5%) produced FY24 annual bonus outcomes of 81.9% of salary for the Chief Executive (£308,000) and Chief Financial Officer
(£232,000) respectively.
As shown in the table above, one-third of the maximum opportunity for the FY24 annual bonus related to adjusted operating profit
performance. The adjusted operating profit for FY24 was £8.6m, meaning that the target was 84.5% achieved.
The cash target, also one-third of the maximum opportunity, was 50% met, as while the cash outflow target of £(8)m (the increase in
adjusted net debt) was achieved in full, at £(6.1)m, a material reduction of net debt was not achieved during the year.
The remaining third of the maximum opportunity related to the attainment of transformation strategic objectives. These objectives
included the following matters:
Management actions to deliver Company restructure and related debt reduction.
Delivery of targeted cost efficiencies within the operating model.
Improved financial internal controls through completion of defined actions from independent audits.
Improved stakeholder management with lenders, external investors and analysts.
Delivery of major customer contracts and delivery of digital initiatives.
Each transformation objective was reviewed in detail by the Committee with evidence provided to support each outcome. The Committee
agreed that 89% had been achieved (equal to 29.7% after applying the one-third weighting).
2. Directors’ Long-term Incentive Plans (AUDITED)
During the year ended 30 November 2024, 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
2 April
2024
398,907
219.0
60%
25%
30 November 2026
40% – relative TSR
60% – absolute TSR
• Underpin: Committee
to consider overall
performance of the
Company and the
contribution of the
individual before vesting
Mark Cook
Nil cost
Option
13 May
2024
520,182
413.5
110%
25%
30 November 2026
Simon Goodwin
Nil cost
Option
2 April
2024
300,546
165.0
60%
25%
30 November 2026
Simon Goodwin
Nil cost
Option
13 May
2024
213,774
170.0
60%
25%
30 November 2026
Awards granted under the LTIP Scheme (RM Performance Share Plan 2019).
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 values of award were 54.9p and 79.5p in April and May, respectively. The exercise price per share is £0.00.
Forty percent (40%) of the award is based on the Company’s relative TSR performance for the period from 1 December 2023 to 30 November 2026. The Company’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 the Company’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 the Company and the contribution of the individual before the award may vest.
This table has been audited.
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3. Performance graph – Total Shareholder
Return
The following graph illustrates the Company’s
Total Shareholder Return for the 10 years ended
30 November 2024, relative to the performance of
the FTSE SmallCap (ex. Investment Trusts). The FTSE
SmallCap represents a broad equity index of which
the Company has been a constituent member for the
majority of the period shown and, therefore, has been
selected as a comparator for this reason.
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
2015
David Brooks
1,246
50%
91%
2016
David Brooks
655
45%
100%
2017
David Brooks
713
73%
36%
2018
David Brooks
982
64%
100%
2019
David Brooks
553
41%
0%
2020
David Brooks
792
0%
100%
2021
1
David Brooks
133
0%
0%
Neil Martin
628
35.8%
38.5%
2022
Neil Martin
405
0%
0%
2023
2
Neil Martin
135
0%
0%
Mark Cook
558
34%
0%
2024
Mark Cook
704
81.9%
0%
1
David Brooks from 1 December 2020 to 28 February 2021. Neil Martin from 1 March 2021 to 30 November 2021.
2
Neil Martin from 1 December 2022 to 16 January 2023 and 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 2024 and the immediately preceding financial year, the total
remuneration paid to all employees as compared to other significant distributions and payments.
2024 (£m)
2023 (£m)
Total remuneration to employees
1
59..0
63.9
Dividends paid
Corporation tax (refunded)/paid
2
(1.1)
0.4
Defined benefit pension cash contribution
2
4.3
4.5
1
Includes remuneration paid to Executive Directors. Note 7 of the Financial Statements shows how this has been calculated, figures for social security costs and share
based payments have been excluded.
2
These payments have been added for context as other significant payments made by the Company. These figures have been extracted from the Cash Flow Statement.
0
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024
50
100
150
200
250
RM
FTSE SMALL CAP
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6. Percentage change in remuneration of Directors
The following tables set out the percentage change for the following elements of remuneration paid to Directors and UK employees over
the periods outlined below.
% Change in Year Ending
Executive Director
Remuneration Elements
30 November
2024
30 November
2023
1
30 November
2022
30 November
2021
30 November
2020
Mark Cook
2
Base Pay/Fees
16.3%
n/a
n/a
n/a
n/a
Taxable Benefits
18.9%
n/a
n/a
n/a
n/a
Annual Bonus
155.9%
n/a
n/a
n/a
n/a
Simon Goodwin
3
Base Pay/Fees
294.3%
n/a
n/a
n/a
n/a
Taxable Benefits
293.4%
n/a
n/a
n/a
n/a
Annual Bonus
759.3%
n/a
n/a
n/a
n/a
Total UK Employees
Base Pay/Fees
6.8%
(7.0%)
5.5%
1.4%
0.6%
Taxable Benefits
18.9%
4.1%
(10.9%)
12.9%
2.0%
Annual Bonus
163.0%
(70.0%)
(3.0%)
(34.0%)
1
FY23 percentage was updated to reflect commission payments made in that year.
2
The percentage change is due to full year worked in 2024 versus partial year worked in 2023, and a 3% increase to annual salary.
3
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.
Individuals who were no longer Directors in the year ending 30 November 2024 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 at www.rmplc.com in the Reports section.
% Change in Year Ending
Executive Director
Remuneration Elements
30 November
2024
30 November
2023
30 November
2022
30 November
2021
30 November
2020
Helen Stevenson
2
Base Pay/Fees
7.9%
31.0%
0.0%
n/a
n/a
(appointed as Chair 16 February 2022)
Taxable Benefits
n/a
n/a
n/a
n/a
n/a
Annual Bonus
n/a
n/a
n/a
n/a
n/a
Patrick Martell
1
Base Pay/Fees
(92.4%)
3.9%
5.9%
0.0%
0.0%
(Resigned 31 December 2023)
Taxable Benefits
n/a
n/a
n/a
n/a
n/a
Annual Bonus
n/a
n/a
n/a
n/a
n/a
Richard Smothers
2 3
Base Pay/Fees
18.3%
0.0%
n/a
n/a
n/a
(appointed 3 January 2023)
Taxable Benefits
n/a
n/a
n/a
n/a
n/a
Annual Bonus
n/a
n/a
n/a
n/a
n/a
Christopher Humphrey
2 3
Base Pay/Fees
185.4%
0.0%
n/a
n/a
n/a
(appointed 7 July 2023)
Taxable Benefits
n/a
n/a
n/a
n/a
n/a
Annual Bonus
n/a
n/a
n/a
n/a
n/a
Carolyn Dawson
2 3
Base Pay/Fees
1,218.8%
0.0%
n/a
n/a
n/a
(appointed 1 November 2023)
Taxable Benefits
n/a
n/a
n/a
n/a
n/a
Annual Bonus
n/a
n/a
n/a
n/a
n/a
Jamie Murray Wells
2 3
Base Pay/Fees
1,218.8%
0.0%
n/a
n/a
n/a
(appointed 1 November 2023)
Taxable Benefits
n/a
n/a
n/a
n/a
n/a
Annual Bonus
n/a
n/a
n/a
n/a
n/a
1
Only a portion of the fee was payable due to Director resignation and service agreement ending on 31 December 2023.
2
Increase due to a fee increase during FY24.
3
Increase is due to a full year’s fee in FY24 versus a portion in FY23 and increases to basic fee for additional Committee Chair responsibilities.
Individuals who were no longer Directors in the year ending 30 November 2024 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 at www.rmplc.com in the Reports section.
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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 2024. 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 14.8:1, which is based on a Chief Executive Single Figure of £704,000.
Year
Method
25th
Percentile Pay
Ratio
Median Pay
Ratio
75th
Percentile
Pay Ratio
2024
A
23:1
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
2024
Salary
£25,500
£41,822
£50,307
2024
Total Pay
£30,661
£47,591
£61,253
Method A was chosen as the statistically most accurate calculation. The total remuneration on a full-time equivalent basis as of 30 November 2024 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 2024.
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 2024. 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 the Company’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 2024.
Remuneration in 2025
Salary and fees: As explained in the Remuneration Committee Chair’s statement introducing this report, the Chief Executive will receive
an annual pay rise equivalent to 4% in FY25. The Chief Financial Officer will receive an annual pay rise in line with increases for the general
workforce of 2.6%. The salaries of the Chief Executive and Chief Financial Officer will therefore increase to £391,040 and £290,871
respectively. An increase of 2.6% is also applied to the Chair and NEDs’ base fees.
FY25 £000
per annum
(FY24)
Executive
Mark Cook
391 (376)
Simon Goodwin
291 (283)
Non-Executive
Chair (Including the Chair of Nomination Committee)
155 (151)
Non-Executive Director base fee
47 (46)
Senior Independent Director (additional fee)
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 FY25 will operate as in the past year and in line with the policy with one-third of the bonus attributable to
each of: adjusted operating profit, free cash flow, and transformation objectives. The Committee will determine appropriate targets for the
annual bonus, which can support both financial performance and strategic developments as the Committee determines. 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
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continued
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 2025, an award will be made to each of the Executive Directors
under the RM plc Performance Share Plan 2019 of up to 200% of salary for the Chief Executive and 100% 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 on performance against a blend of both absolute Total Shareholder
Return (TSR) and relative TSR performance based on the following:
1. Forty percent (40%) of the award is subject to a performance condition comparing the Company’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 2024 and ending on 30 November 2027.
2. Sixty percent (60%) of the award is subject to a performance condition relating to the performance of the Company’s TSR against
absolute targets ranging from 120p to 195p, with this condition also measured at the end of the same three-year period.
It is intended that the measures will encourage the generation of sustainable long-term returns to shareholders.
9. Statement of shareholder voting
The following table shows the results of the advisory vote on the 2023 Directors’ Remuneration Report and the binding vote on the
Directors’ Remuneration Policy at the 2024 AGM:
% of votes in
favour
% of votes
against
Number
of votes
withheld
2024 AGM – Resolution to approve the Directors’ Remuneration Report
99.95%
0.05%
9,157
2024 AGM – Resolution to approve the Directors’ Remuneration Policy
97.74%
2.26%
8,027
10. Directors’ shareholdings (AUDITED)
The beneficial interests of the Directors including connected persons in the ordinary shares of RM plc as of 30 November 2024 were:
Year
Holding as of
30 November
2024
Vested but
unexercised
scheme
interests
Current
holding as
% of base
salary
1
Shareholding
policy met
2
Holding as of
30 November
2023
Mark Cook
29,072
5.7%
14,000
Simon Goodwin
4,901
1.3%
Helen Stevenson
180,367
n/a
n/a
150,000
Richard Smothers
26,236
n/a
n/a
26,236
Christopher Humphrey
200,000
n/a
n/a
100,000
3
Carolyn Dawson
n/a
n/a
Jamie Murray Wells
n/a
n/a
1
Calculated based on the average share price for the period 1 December 2023 to 30 November 2024 of 73.2 pence and base salaries as of 30 November 2024.
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.
3
This is a restatement of the figure of nil erroneously disclosed in the FY23 Annual Report.
There have been no changes in any of the above shareholdings since 30 November 2024 at the date of this report.
01
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11. Directors’ interests in share plans (AUDITED)
As of 30 November 2024, the Executive Directors had the following interests in the Company’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 2023
873,763
62.7 pence
2 April 2024
398,907
See paragraph 2 of this Part B
54.9 pence
13 May 2024
520,182
79.5 pence
Simon Goodwin
29 August 2023
300,000
62.2 pence
2 April 2024
300,546
54.9 pence
13 May 2024
213,774
79.5 pence
1
Granted under the ‘RM plc Performance Share Plan 2019’. All LTIP awards are subject to a minimum vesting period of three years.
12. Share plans dilution
Overall dilution from share plans for our share plans dilution limit
is 6.92% as at 11 March 2024. 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 the
Group’s website at www.rmplc.com.
No Director participates in deciding their own remuneration.
Committee membership and attendance
The Remuneration Committee, during the year ended
30 November 2024, comprised Christopher Humphrey (Chair until
31 May 2024), Carolyn Dawson (Chair from 1 June 2024), Helen
Stevenson, 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
3/4
Helen Stevenson
4/4
Carolyn Dawson
4/4
Jamie Murray Wells
4/4
Richard Smothers
4/4
During the period, neither the Chief Executive Officer nor the Chief
Financial Officer held any Non-Executive Director positions with
other 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 2023 bonus targets;
consultation with major shareholders on the architecture of the
Remuneration Policy and share plan dilution limit;
approval of the 2023 Directors’ Remuneration Report at the
2024 AGM;
approval of the Directors’ Remuneration Policy at the 2024 AGM;
review and approval of 2024 annual bonus and LTIP awards,
including proposed 2025 targets;
• monitoring employees pay review and gender pay gap
reporting; and
• reviewing benchmarking for the Chief Executive and Chief
Financial Officer.
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 Group. 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 for the Executive Directors and 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 £43,439 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 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 the Company or its Directors. FIT’s fees are charged
on the basis of its normal terms of business for advice provided.
Advice and support has been provided to the Remuneration and
Nomination Committees by the Company Secretary and Chief
People Officer, including advice and support on recruitment of
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 of the 2018 Corporate Governance Code.
In the Committee’s view, the Company’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 the Company’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.
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.
15. Directors’ Remuneration Policy
The Directors’ Remuneration Policy for Executive and Non-
Executive Directors’ for the three-year period expiring at the
Company’s 2027 AGM, and which was approved by shareholders
at the Company’s AGM on 9 May 2024, can be found within
the Company’s Annual Report and Accounts for 2023, which is
available on the Company’s website at www.rmplc.com/reports.
16. 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 how the principles of the UK Corporate
Governance Code relating to Directors’ remuneration are applied
by the Company.
The Group’s auditors are required to comment on whether certain
parts of the Group’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 Deloitte 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
17 March 2025
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I am pleased to say that this year we
have been recognised externally by the
market leading sustainability rating agency,
Eco-Vardi, with a bronze certification which
puts RM in the top 35% of rated companies
globally”
On behalf of the Board, I am pleased to present the
Environmental, Social, and Governance (ESG) Committee
Report for the year ended 30 November 2024.
The ESG Committee (the Committee)
operates under Terms of Reference
approved by the Board. They can be found
on the Group’s website at www.rmplc.com.
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.
During FY24 we had significant
achievements in all aspects of ESG and
have provided a summary of the key
achievements in each area below.
Environmental
Environmental includes monitoring of the
operation of the Group’s sustainability and
climate change governance and strategic
initiatives and scrutinises the development
and implementation of changes in process
and practice. This year, we have:
• Reconfirmed our RM 2035 net zero
commitment on scopes 1 and 2, with a
plan to achieve net zero by 2035; our
‘transition pathway’ as per our 2021
commitment.
• Reduced our scope 1 and 2 year-on-
year carbon emissions by 72% (89%
from our 2015 baseline), through the
implementation of Renewable Energy
Guarantee of Origin (REGO) backed
electricity contracts.
• In common with many businesses that
are increasing their total emissions
footprint, RM measured and reported
our scope 3 category 1 emissions for the
first time this year, which has created a
baseline figure for the business of 57,624
tons of scope 3 category 1 carbon.
• Assessed the legislative landscape and
confirmed compliance to requirements
of the Taskforce for Climate Disclosure
(TCFD), Streamlined Energy and Carbon
Reporting (SECR), and Energy Savings
Opportunities Scheme (ESOS).
No. of meetings attended
in the period/Eligible to
attend
Christopher Humphrey
2 / 2
Carolyn Dawson
1 / 2
Helen Stevenson
2 / 2
Jamie Murray Wells
2 / 2
Richard Smothers
2 / 2
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ESG Committee
Report
Social
The Committee drives an ambition to
deliver an inclusive environment for all
of our customers, suppliers, employees
and other stakeholders through the way
we go about our business and deliver our
products and services. This year we have:
• Started to place more emphasis on the
intrinsic social value of our products and
services by implementing a pilot scheme
that saw our teams visit local schools
to deliver training on how to effectively
use the RM own IP device Loti-Bot to
support learning. After the training, we
gifted each of the registered 18 schools
with four Loti-Bots and a Therapeutic
Wellbeing kit.
• Next year we will continue to showcase
the fundamental social value that RM
brings, through the innovation of our
business.
• Renewed Executive support of the
Equity, Diversity, and Inclusion Networks
by expanding the responsibilities and
formalising the now compensated role
of the Network Leaders. Each leader
represents people around RM with
protected characteristics. Their brief
includes leading and supporting their
networks, strengthening RM’s inclusive
culture, and acting as subject matter
experts.
• RM’s UK combined pay gap is
significantly better than market average,
an almost negligible gap of -1.7, and in
favour of women. In our compulsory
reportable metrics where we split
RM Education from RM Educational
Resources data, the median pay gap
metric, the one most quoted, are gaps
in favour of women (-15.3 and -2.7
respectively).
• RM’s representation of women in its
leadership, roles where 44% of the
Executive Committee and 55% of SLT are
women, is outperforming the data in the
McKinsey Women in the Workplace 2024
Report (29% Executive and 38% SLT).
• A higher than average participation rate
in our global employee survey where
93% of our people told us how they feel
about life at RM.
• The engagement index from our annual
employee survey saw a strong score of
65% covering questions around pride
in RM, recommending RM as a place
to work, and seeing oneself at RM in
2 years’ time. 58% scored favourably
over those same questions and also in
questions relating to rarely thinking about
looking for a job at a different company
and, RM motivating to go beyond what
we might do in a similar role elsewhere.
Included in those scores was a significant
increase in company pride. Sentiment
remained mostly the same when asked
whether our people would refer RM
as a place to work, and decreased
slightly (-5%) when asked about future
commitment to RM. We consider these
to be positive results when considering
the significant transformation RM has
been delivering over the last 12 months.
• To support the development of our
people we’ve introduced a range of
learning opportunities through in-house
and external training. These include
the launch of a new Prevention of
Sexual Harassment Policy and training
programme, granting access to a
variety of online learning tools such as
Microsoft’s Enterprise Skills Initiative,
and partnering with Knowledge Brief
to deliver leadership and management
apprenticeships across England to over
40 RM leaders.
Governance
The Committee’s responsibility in
Governance is to ensure compliance with
legislative and regulatory standards in the
business. We are again pleased to confirm
that RM is compliant with the applicable
legislation and regulatory standards.
To further strengthen our corporate
governance RM has implemented
additional polices, and Committees, and
delivered successful audits. Here are some
highlights:
• Revised RM’s Modern Slavery Policy
• Revised Health and Safety Policy and
created a global Health and Safety
Committee
• Developed and communicated a Gifts
and Hospitality register and policy
• Developed and communicated a
Conflicts of Interest register and policy
• Retained our ISO 14001 Environmental
Certificate
Finally, I am pleased to say that this year
we have been recognised externally by the
market leading sustainability rating agency,
Eco-Vardis, with a bronze certification
which puts RM in the top 35% of rated
companies globally.
The ESG Committee met twice during
2024 in line with its published meeting
cadence in May and October 2024.
By Order of the Board
Jamie Murray Wells
Chair of ESG Committee
17 March 2025
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02
04
Governance
The Directors submit
their report together with
the audited consolidated
and Company Financial
Statements for the year
ended 30 November 2024.
This report is divided into the following
sections:
The Strategic Report on pages 9 to 41
includes an indication of likely future
developments in the business of the Group
and details of the Company’s business
model and strategy. The Corporate
Governance Report on pages 85 to 93 is
incorporated into this report by reference.
Annual General Meeting
The forthcoming Annual General Meeting
will be held on 7 May 2025 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 www.rmplc.com.
Auditor: Independence and
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,
Deloitte 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 appoint 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
• Patrick Martell (until 31 December 2023)
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Directors’
Report
Biographical details of the current Directors
are given in the Board of Directors section
of the Annual Report on pages 82 to 83.
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, all Directors
will stand for election or 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 104.
Director insurance and
indemnification
The Group has provided indemnity
insurance for the Directors and officers of
Group companies during the financial year
and at the date of signing this report. All the
Directors and officers of Group companies
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, which power is
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 AGM.
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
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 Group has an overseas branch in
Singapore.
Research and development
The Group continues to develop and
maintain its existing software products
while staff work to develop new and
more effective systems and products.
The Group incurred £3.1m of research
and development in the year, which
was expensed in the Income Statement
(2023: £4.0m). 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, Link Group, 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 2024, the RM plc
Employee Share Trust owned 618,796
ordinary shares in the Company (0.74%) 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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Governance
Substantial shareholdings
On 30 November 2024, the Company had received notifications in accordance with DTR 5:
Shareholder
No. of voting
rights Direct
No. of voting
rights Indirect
% of voting
rights as at 30
November 2024
Date of TR1
Harwood Capital plc
11,100,000
0
13.23%
4 January 2024
Harwood Capital plc
11,875,000
0
14.16%
19 February 2024
Schroders plc
0
10,707,581
12.77%
2 April 2024
Harwood Capital plc
12,725,000
0
15.17%
2 May 2024
Aberforth Partners LLP
0
13,718,519
16.36%
15 May 2024
The Wellcome Trust
7,167,161
0
8.55%
15 May 2024
The percentage interest is as stated by the shareholder at the time of the notification and current interests may vary.
Shares: Allotment and purchase
At the Annual General Meeting held on 9 May 2024, members renewed the authority under:
1.
section 551 of the Companies Act 2006 to allot ordinary shares up to an aggregate nominal authority of £639,047. This authority has not
been used since the Annual General Meeting; and
2. 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 20 March 2024. 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 Annual General Meeting and the Company did not purchase or otherwise acquire any of its own
shares during the financial year.
Neither of the above authorities have been utilised since they were last renewed and the Directors will seek to renew these authorities at
the next Annual General Meeting scheduled for 7 May 2025.
Significant agreements
The Group 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 March 2024, 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 2026. The terms of this facility are outlined in Note 25 to the Financial Statements.
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Directors’
Report
continued
Approved by the Board and signed on its behalf by
Daniel Fattal
Company Secretary, RM plc
17 March 2025
Registered in England and Wales No 01749877
Treasury and foreign exchange
The Group 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 Group and is responsible for
managing adherence to banking covenants, and that appropriate facilities are available in order that the Group can continue to meet its
strategic plans.
In order to mitigate and manage exchange rate risk, the Group 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 Group’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.
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 9.8.4R 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:
Shareholder
Page
Allotment for cash of equity securities
n/a
Contracts of significance
184
Directors’ waived emoluments
n/a
Dividend waiver
n/a
Employee engagement, interests and effect
68, 77 to 79
Employee information, consultation,
share schemes and achieving awareness
on financial and economic factors
107, 68 to 70
Employees with disabilities
70
Financial instruments
186
Fostering business relationships with suppliers,
customers and others and effect
77 to 79
Greenhouse gas emissions, energy
consumption and energy efficiency action
64 to 66
Interest capitalised and tax relief
n/a
Long-term incentive schemes
107
Political donations
74
Viability statement
46 to 49
01
02
04
Governance
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The Directors are
responsible for preparing the
Annual Report in accordance
with applicable law and
regulations.
Company law requires the Directors to
prepare Group and parent Company
Financial Statements for each financial year.
Under that law the Directors are required to
prepare the Group Financial Statements in
accordance with United Kingdom-adopted
international accounting standards. The
Directors have chosen to prepare the
parent Company Financial Statements
in accordance with United Kingdom
Generally Accepted Accounting Practice
(United Kingdom Accounting Standards
and applicable law), including FRS 101
Reduced Disclosure Framework.
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 parent Company and of their profit
or loss for that period. In preparing the
parent 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, relevant,
reliable and prudent;
• state whether Financial Reporting
Standard 101 Reduced Disclosure
Framework has been followed,
subject to any material departures
disclosed and explained in the Financial
Statements; and
• prepare the Financial Statements on
the going concern basis unless it is
inappropriate to presume that the
Company will continue in business.
In preparing the Group Financial
Statements, International Accounting
Standard 1 requires that Directors:
• properly select and apply accounting
policies;
• present information, including
accounting policies, in a manner that
provides relevant, reliable, comparable
and understandable information;
• provide additional disclosures
when compliance with the specific
requirements in IFRS Standards are
insufficient to enable users to understand
the impact of particular transactions,
other events and conditions on the
entity’s financial position and financial
performance; and
• make an assessment of the Company’s
ability to continue as a going concern.
The Directors are responsible for keeping
adequate accounting records that are
sufficient to show and explain the parent
Company’s transactions and disclose
with reasonable accuracy at any time the
financial position of the parent Company
and enable them to ensure that its Financial
Statements comply with the Companies
Act 2006. They are responsible for such
internal control as they determine is
necessary to enable the preparation
of Financial Statements that are free
from material misstatement, whether
due to fraud or error, and have general
responsibility for taking such steps as are
reasonably open to them to safeguard the
assets of the Group and to prevent and
detect fraud and other irregularities.
Under applicable law and regulations,
the Directors are also responsible for
preparing a Strategic Report, Directors’
Report, Directors’ Remuneration Report
and Corporate Governance Statement
that complies with that law and those
regulations.
The Directors are responsible for the
maintenance and integrity of the corporate
and financial information included on
the Company’s website. Legislation in
the UK governing the preparation and
dissemination of Financial Statements may
differ from legislation in other jurisdictions.
The Directors consider the Annual Report
and Accounts, taken as a whole, is fair,
balanced and understandable and provides
the information necessary for shareholders
to assess the Group’s position and
performance, business model and strategy,
and provide appropriate guidance on its
future prospects.
Responsibility Statement of the
Directors in respect of the Annual
Financial Report
Each of the Directors, whose names are
listed in the Directors’ Report, confirm that
to the best of our 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 or loss of
the Company and the undertakings
included in the consolidation taken as a
whole; and
• the Strategic Report and Directors’
Report include 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.
A copy of the Group Financial Statements
is posted on the Group’s website
www.rmplc.com.
This Responsibility Statement was approved
by the Board of Directors and is signed on
its behalf:
By Order of the Board
Mark Cook
Chief Executive Officer
17 March 2025
in respect of the Annual Report and the Financial Statements
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Statement of Directors’
responsibilities
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, 2024 was a transformative
year for the Group 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 acknowledges
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 (page 77 to 79)
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 50 to 54) which
outlines:
The latest steps in the development
of our sustainability strategy and
improvement programme which
outlines three areas of focus:
Carbon reduction and path to
net zero
Reduction in waste and the
potential for the circular
economy
Opportunities to collaborate
with partners, suppliers
and customers to expand
our impact
How we deliver against our
purpose of enriching the lives of
learners and the role that each
division plays in the learning
life cycle
RM’s commitment to local
communities and how they have
supported active lives, education
and the environment
A continued understanding of the
key issues affecting stakeholders is an
integral part of the Board’s decision-
making process, and the insights that the
Board gains through the engagement
mechanisms it has in place form an
important part of the context for all the
Board’s discussions and decision-making
processes.
Further information on how the Board
has fulfilled its section 172(1) duties can
be found throughout the Strategic and
Governance Reports and the following
sections are incorporated into this report.
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Governance
Directors’ duties
statement
Financial
Statements
04.
In this section
Independent Auditor’s Report
124
Consolidated financial statements
136
Company financial statements
141
Notes to the financial statements
143
Shareholder information
193
Company information
194
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1. Opinion
In our opinion:
the financial statements of RM plc (the ‘parent company’)
and its subsidiaries (the ‘group’) give a true and fair view
of the state of the group’s and of the parent company’s
affairs as at 30 November 2024 and of the group’s loss for
the year then ended;
the group financial statements have been properly
prepared in accordance with United Kingdom adopted
international accounting standards;
the parent company financial statements have been
properly prepared in accordance with United Kingdom
Generally Accepted Accounting Practice including
Financial Reporting Standard 101 “Reduced Disclosure
Framework”; and
the financial statements have been prepared in
accordance with the requirements of the Companies
Act 2006.
We have audited the financial statements 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
the related notes 1 to 34.
The financial reporting framework that has been applied in the
preparation of the group financial statements is applicable law
and United Kingdom 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 FRS 101 “Reduced Disclosure Framework” (United
Kingdom Generally Accepted Accounting Practice).
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 the parent company in
accordance with the ethical requirements that are relevant to our
audit of the financial statements in the UK, including the Financial
Reporting Council’s (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. The non-
audit services provided to the group and parent company for the
year are disclosed in note 5 to the financial statements and in the
Audit and Risk Committee Report on page 102. We confirm that we
have not provided any non-audit services prohibited by the FRC’s
Ethical Standard to the group or the parent company.
We believe that the audit evidence we have obtained is sufficient
and appropriate to provide a basis for our opinion.
3. Summary of our audit approach
Key audit matters
The key audit matters that we identified in the current year were:
Going concern;
Impairment risk associated with the valuation of goodwill in the
TTS CGU.
Application of IFRS 15 Revenue from contracts with customers (“IFRS 15”) to new, renewed or
modified contracts
Within this report, key audit matters are identified as follows:
Newly identified
Increased level of risk
Similar level of risk
Decreased level of risk
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Independent Auditor’s Report to the
members of RM plc
Report on the audit of the financial statements
4. Conclusions relating to going
concern
In 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.
Our evaluation of the Directors’ assessment of the group’s and
parent company’s ability to continue to adopt the going concern
basis of accounting is discussed in section 5.1.
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 and 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 reporting on how the company has 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.
Materiality
The materiality that we used for the group financial statements was £400,000
which was
determined on the basis of 3.0% of adjusted EBITDA.
Due to the significant volatility in the group’s profitability, in FY23 revenue served as the primary
benchmark. As management seek to turn around the business performance, we believe adjusted
EBITDA is the focus of key users of the financial statements, including shareholders and lenders,
whose primary focus is understanding how the company will be able to service its debt costs.
Scoping
We focussed our group audit scope on the audit work of three components representing the
principal business units, where full scope audits were performed.
Our audit work accounts for
100% of revenue (2023: 99%), and 97% of the group’s total assets (2023: 98%).
Significant changes
in our approach
Our audit approach has been designed to respond to the group’s strategic focus to grow the RM
Assessment business and mindful that other parts of the group continue to face difficult market
conditions.
During the year management entered into a number of new long-term contracts within the RM
Assessment business, as well as renewing contracts with long term strategic partners. Accounting
for these contracts in accordance with IFRS 15 is complex and requires management to make
several key judgments. We have identified the application of IFRS 15 to new, renewed or modified
contracts as a key audit matter.
Given a decline in revenue and adjusted operating profits for TTS in FY24 we maintained the key
audit matter in relation to the impairment review of goodwill related to the TTS CGU. In the prior
year we considered the impairment of the company only investment in RM Educational Resources
(“RMER”) to be a key audit matter. In the current year this investment has been fully impaired and
has limited sensitivity and therefore we have not included this as a key audit matter.
As the Consortium business was closed at the start of FY24 there is no year end balance sheet
and, as a result, we have not identified a key audit matter in relation to the allocation and valuation
of Consortium assets in FY24.
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02
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Financials
5. Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements
of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) that we
identified. These matters included 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 financial statements as a whole, and in forming our opinion thereon, and
we do not provide a separate opinion on these matters.
5.1. Going concern
Key audit matter
description
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. This is particularly relevant given the increase in net debt to
£51.7 million at the year-end (2023: £45.6 million) and decrease in adjusted operating profit from continuing
operations compared to prior year, coupled with projected limited headroom against covenants throughout the
forecast period.
The group relies significantly on its £70 million Revolving Credit Facility (RCF), which matures on 5
July 2026
and includes two key financial covenants:
Hard Liquidity Covenant of £7.5m, stepping down from £7.5 million to £5 million at specific dates.
LTM EBITDA Covenant
As set out in note 25 the LTM EBITDA covenant was intended to be replaced by an interest cover and EBITDA
leverage test from February 2026. As debt levels remain high the banking syndicate provided an amendment on
7 March 2025 to extend the LTM EBITDA covenant over this period rather than introduce the new tests.
A three-year income statement and cash flow forecast was produced by management and approved by
the Board in December 2024. This has been used as the basis for the going concern assessment, which
management have considered as a period of 12 months to the end of March 2026. This base case forecast
assumes continued growth, particularly driven by:
Growth in the Assessment division, from the contracts secured in FY24 as well as new revenue streams
generated by targeting small and medium-sized enterprises with the Global Accreditation Platform
Growth projected in hardware sales for the Technology division.
Growth anticipated in the TTS division from both UK and international markets
The Directors’ base case forecast indicates that the banking covenants will be met throughout the going
concern period.
The Directors have prepared cash flow forecasts for the period to the end of March 2026 which indicate that,
taking into account reasonably plausible downsides and available mitigations, 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. Under the reasonable worst case scenario, the Directors have
assumed that overall group revenues remain broadly flat with the TTS and Technology divisions declining in
revenue, whereas revenues in the Assessment division grow as a result of the full year effect and volume growth
in existing long-term contracts. They assume that growth in the new revenues stream is delayed and at lower
levels than expected, and that not all cost increases in TTS can be passed on to customers.
Under the reasonable worst case scenario, the Directors forecast to breach the LTM EBITDA covenant from the
quarter ending 30 November 2025 onwards with the hard liquidity covenant breached in August 2025.
Management has identified mitigating actions to address the potential covenant breaches and maintain sufficient
liquidity under this downside scenario. This position provides an indication of the level of risk associated with the
accuracy of the short-term cash flow and performance forecasts.
As the group’s RCF facility matures in July 2026 the Directors assessed the significance of this event and formed
a judgement that the liquidity risk is not material to the going concern assessment. Further detail in relation to
this assessment is included in the group’s viability assessment on page 49.
As set out on page 145, the group expects to have sufficient headroom over its facility to be able to meet
covenants throughout the going concern period, with appropriate mitigating actions available to reduce cash
outflows, should the need arise.
The Audit and Risk Committee’s consideration of the judgements taken is on page 100 and the group’s critical
accounting judgment is set out on pages 144 to 145.
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How the scope of our
audit responded to the
key audit matter
In response to the identified key audit matter, we have performed the following procedures:
We obtained a detailed understanding of the relevant controls that the group has established regarding the
cashflow forecasts as well as the review and approval of the group’s going concern assessment;
We performed mechanical accuracy testing of the model used to prepare the group’s cash flow forecast;
We evaluated the consistency of the Directors’ forecasts with other areas of the audit, including the goodwill
and investment impairment reviews;
We challenged the key assumptions within the going concern assessment with reference to historical trading
performance, current trading uncertainty and market expectations, including the likelihood of new product
launches, further global expansion and cost saving initiatives;
We obtained an understanding of the financing facilities available to the group, including repayment terms,
covenants and amendments agreed with the lenders;
We assessed the level of reverse stress that can be applied to the group’s funding position and covenant
calculations before a breach arises together with an assessment of the likelihood of such events occurring;
We performed a detailed evaluation of significant events beyond the going concern period including the
maturity of the facility in July 2026. Our evaluation included, assessing the group’s organic and inorganic plans
to reduce the current leverage levels and direct enquiries of the group’s lenders. We understood the status and
potential impact of inorganic initiatives, such as those referred to on page 48;
We made direct enquiries of the banking syndicate to confirm management’s assertions regarding their
continued support of the business;
We consulted with Deloitte’s internal Corporate Turnaround and Debt Advisory teams to seek independent
perspectives on management’s going concern assessment, likelihood of refinancing and to perform an overall
stand back on management’s reasonable worst case scenario;
We assessed and challenged the mitigating actions available to the Directors, should these be required to
offset the impact of the forecast performance not being achieved; and
We challenged the sufficiency of the group’s disclosures over the going concern basis with reference to our
knowledge and understanding of the assumptions taken by the Directors and recent FRC guidance.
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.
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5.2. Impairment risk associated with the valuation of goodwill in the TTS CGU
Key audit matter
description
On 30 November 2024, the group had goodwill in the TTS CGU with a carrying value of £31.6m, before any
current year impairment considerations.
The TTS CGU represents the assets and liability of RMER Ltd including an allocation of corporate assets and
costs pertaining to the operation of that business.
TTS’ revenues and profitability in FY24 were lower than the prior year and lower than forecast for FY24, this
reflected a challenging year for the TTS International business where revenue declined by 20.7%. In FY24, a
goodwill impairment charge of £9.3m has been recognised within adjusted items. We identified a key audit
matter relating to the carrying value of the goodwill in TTS which is underpinned by the recoverable amount
from the TTS CGU.
There is inherent management judgement in determining the key assumptions in the annual goodwill
impairment assessment.
This risk is increased given the recent trading experience, global macroeconomic
conditions and pressures on education budgets in the UK. We have focussed the key audit matter on the FY25
and FY26 cash flow forecasts including revenue growth, margin assumptions and the allocation of corporate
costs to TTS, as the impairment review is most sensitive to these assumptions as this generates the baseline
performance required to calculate the terminal value of the CGU. The discount rate and long-term growth rate
assumptions also include inherent management judgement. We have also identified this as an area for potential
management bias, owing to the degree of judgement in forecasting assumptions.
Further details are included within the Audit and Risk Committee report on page 100, and notes 2 and 14 to the
financial statements.
How the scope of our
audit responded to the
key audit matter
In response to the key audit matter we performed the following procedures:
We obtained an understanding of the relevant controls used by the group around the cash flow forecasts and
the data, models and assumptions used within the impairment reviews;
We challenged the appropriateness of key assumptions applied in the entity’s impairment assessment
including discount rate assumptions and long-term growth rates. We used internal specialists to assess the
reasonableness of the discount rate. We considered the impact of sensitivities in forecast profitability on long-
term growth rate assumptions that underpin the entity’s impairment model;
We challenged the entity’s assumptions in relation to the short-term cashflow forecasts. Specifically, we
challenged assumptions relating to forecast growth in TTS International in FY25 including the evidence to
support expansion of the overseas distributor network and winning overseas distribution contracts and the
overall market demand, and the level of risk associated with achieving the growth in the UK market;
We identified the population of corporate costs recorded centrally, assessed the cost drivers used to charge
central costs to each CGU, challenged management to evidence the basis upon which the remaining central
costs are allocated and performed a stand back assessment of the relative costs charged to each CGU;
We searched for and assessed potentially contradictory sources of evidence including variances between the
group’s market capitalisation and any alternate valuations obtained by the entity, and the value in use derived
from the impairment models;
We understood historical variances to forecast and challenged the Directors as to how this risk has been
mitigated in compiling the FY25 forecasts, and beyond; and
We challenged the sufficiency of disclosures within the financial statements, including that of key sensitivities.
These are shown in notes 14 and 18 to the financial statements.
Key observations
We are satisfied that the impairment charge recorded in the year and the valuation of goodwill recorded within
the TTS business are appropriately stated.
We identified control deficiencies in relation to the review of cash flow forecasts as well as the review of key
judgements in the impairment modelling.
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5.3. Application of IFRS 15 to new, renewed or modified contracts
Key audit matter
description
The Assessment division’s revenue recognition involves significant judgement, particularly in applying the five-
step model outlined in IFRS 15, “Revenue from Contracts with Customers” (“IFRS 15”) to contract renewals,
modifications, and new offerings.
A number of contracts were renewed in the year and met the criteria to be treated as new contracts under IFRS
15. Key judgements included determining the start date of these contracts, identifying the term of the contract,
identifying the distinct performance obligations, allocating the transaction price between performance obligations
including establishing the stand-alone selling price for each performance obligation, and determining the timing of
revenue recognition. These judgements, which the Directors have highlighted as critical accounting judgements in
note 2 on pages 152 and 153 of the financial statements have a direct and material impact on revenue recognised
in FY24 and subsequent periods.
As set out on page 11 during the year the group signed material contracts to provide digital transformation
services using the Global Accreditation Programme. These contracts introduced offerings not previously present
in Assessment contracts. Applying IFRS 15 to these contracts, particularly in identifying performance obligations
and the nature and timing of revenue recognition for rights to access the license and programme management
services, required judgement.
The contract modification with the IB for the AOS software necessitated a reassessment of the identified
performance obligations. This reassessment involved significant management judgement in determining whether
it was appropriate to recognise material revenue within 2024. Further details are included within the Audit and Risk
Committee report on page 100.
The inherent complexity and judgement involved in applying IFRS 15 to the Assessment division’s contracts,
particularly those highlighted above, 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 FY24.
How the scope of our
audit responded to the
key audit matter
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 for the new, renewed
and modified contracts including review of key judgements and compliance with IFRS 15 requirements and
principles;
We read the contracts specifically focussing on terms and conditions associated with the total transaction price,
services to be delivered and timing of the commitments within the contracts. We assessed the alignment of the
proposed accounting treatment with the five-step model outlined in IFRS 15.
We performed detailed audit procedures on the stand-alone selling prices determined by management for the
allocation of transaction prices to renewed and new contracts. Our procedures included:
Evaluating the total forecast costs used by management.
Assessing the appropriateness of the profit margins applied.
Performing an overall reasonableness assessment of the stand-alone selling prices determined.
We challenged management’s judgements related to the start dates of contracts. This involved inspecting
relevant evidence, including:
Correspondence exchanged with customers.
Draft agreements.
Evidence that services had been delivered.
We challenged management’s identification of performance obligations under the modified IB AOS contract.
This involved inquiries with the development and delivery team to understand the nature and timing of
deliverables promised to the customer and review of change logs associated with that contract; and
We evaluated the financial statement disclosures to confirm that they described the Group’s revenue recognition
policies, critical accounting judgements, and key estimates related to the new and modified contracts within the
Assessment division.
Key observations
We are satisfied that revenue recognised from the new, renewed and modified contracts is materially appropriate.
We observed evidence of governance controls over the contract bidding and tendering processes, however
controls over ongoing cost and margin reviews were less formalised increasing the risk of errors.
We also recommended that management establish controls to identify complexities in contracts that may require
external expertise or additional judgement.
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6. Our application of materiality
6.1. Materiality
We define materiality as the magnitude of misstatement in the financial statements that makes it probable that the economic decisions of
a reasonably knowledgeable person would be changed or influenced. We use materiality both in planning the scope of our audit work and
in evaluating the results of our work.
Based on our professional judgement, we determined materiality for the financial statements as a whole as follows:
Group financial statements
Parent company financial statements
Materiality
£400,000 (2023: £400,000)
£180,000 (2023: £168,000)
Basis for determining
materiality
We determined materiality based on 3.0% of EBITDA
(which equates to approximately 0.2% of revenue or
5% of adjusted profit).
In the prior year we determined materiality based on
0.2% of revenue.
The basis of materiality is total assets.
Parent company materiality equates to 0.3% of the
parent company’s total assets (2023: 0.3% of total
assets) which is capped at approximately 45% (2023:
40%) of group materiality
Rationale for the
benchmark applied
As the group results have improved in the current year
we have moved to a more profit-based benchmark
compared to prior year where we determined
materiality based on revenue.
We considered EBITDA to be an appropriate
benchmark given the focus of the users on this
metric.
In determining our materiality, based on our
professional judgement, we have considered total
assets as the appropriate measure given the parent
company is primarily a holding company for the group.
This is the same benchmark as used in the prior year as
RM plc remains in a net liability position at the end of
both years
6.2. Performance materiality
Group financial statements
Parent company financial statements
Performance materiality
60% (2023: 60%) of group materiality
70% (2023: 70%) of parent company materiality
Basis and rationale for
determining performance
materiality
We determined performance materiality for the group based on our assessment of the group’s and parent
company’s overall control environment in the light of the number of control deficiencies and misstatements
identified during previous audits, and the expectation that we would identify a number of misstatements in
the current year.
Given the nature of the parent company’s operations as a holding company and the control environment
being less complex, we considered that performance materiality of 70% was appropriate.
6.3. Error reporting threshold
We agreed with the Audit and Risk Committee that we would report to the Committee all audit differences in excess of £20,000 (2023:
£20,000), as well as differences below that threshold that, in our view, warranted reporting on qualitative grounds. We also report to the
Audit and Risk Committee on disclosure matters that we identified when assessing the overall presentation of the financial statements.
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7. An overview of the scope of our
audit
7.1. Identification and scoping of components
Our group audit was scoped by obtaining an understanding of the
group and its environment, including group-wide controls, and
assessing the risks of material misstatement at a group level.
We focussed our group audit scope on the audit work at three
components, which were subject to a full scope audit. This
included the parent company, RM Education Limited (comprising
both RM Technology and the UK elements of RM Assessment) and
RM Education Resources Limited (comprising TTS).
During the period the Consortium business was discontinued. We
completed audit procedures on the balances and transactions
which were recognised within discontinued results for the year. In
the previous year this component was subject to a full scope audit
which is no longer the case.
Our audit work at the three full scope components was executed
at levels of component performance materiality applicable to each
individual component, which were lower than group performance
materiality and ranged from £158,000 to £180,000 (2023:
£120,000 to £168,000).
We also performed an audit of specified balances for both the
SoNET and RMESI components to be satisfied we had sufficient
appropriate audit evidence over these account balances. The
procedures performed included an audit of revenue in SoNET and
payroll in RMESI. Taken with the entities in full scope, this accounts
for 100% (2023: 99%) of the group’s revenues and 97% (2023: 98%)
of total assets. We have obtained coverage of 98% (2023: 99%) of
the absolute total of the profit and losses before tax made by the
group’s individual business units.
All work was carried out by the group engagement team for both
the group and component audits.
At the group level, we also tested the consolidation process and
carried out analytical procedures to re-confirm our conclusion
that there were no significant risks of material misstatement of the
aggregated financial information of the remaining components not
subject to full scope audit.
99%
1%
Revenue
90%
5%
5%
Total assets
2%
84%
14%
Absolute
profit/loss
before tax
Full audit scope
Specified audit procedures
Review at group level
Full audit scope
Specified audit procedures
Review at group level
Full audit scope
Specified audit procedures
Review at group level
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7.2. Our consideration of the control environment
The Group’s financial reporting relies heavily on its IT systems,
particularly those supporting the main finance functions. We
engaged our IT audit specialists to assist us in evaluating the
General IT controls within these systems. Our focus was on
controls that directly support the integrity and reliability of financial
reporting.
While management implemented control improvements during
FY24, particularly in documenting processes and controls within
the purchase-to-pay and order-to-cash cycles, most of these
improvements are yet to be fully embedded and therefore
deficiencies arose in their implementation. This led us to adopt a
fully substantive audit approach for the year.
Our audit procedures included obtaining an understanding of the
relevant controls associated with the financial reporting process,
including those related to significant accounting estimates and
the key audit matters reported above. Progress was made by
management in reducing the number of manual journal entry
controls, including correcting entries, and simplifying the group
consolidation, however there is still scope to enhance the quality
of balance sheet reconciliations.
We have reported specific control findings in Section 5, Key audit
matters, above. We identified deficiencies relating to controls over
cost monitoring and forecasting which impacted our audit of:
Revenue where it is recognised based on an expected cost plus
a margin.
Intangible additions based on internal costs capitalised.
Underlying cashflow forecasts within the going concern
assessment.
Cashflows used to derive the value in use of the TTS CGU.
Consistent with prior years we also identified a control deficiency
relating to the application of IFRS 15 to new, renewed and modified
contracts including the technical judgements and accurate
modelling of forecast and actual revenues.
The Audit and Risk Committee’s consideration of the control
environment is on page 102.
7.3. Our consideration of climate-related risk
s
In planning our audit, we have considered the potential impacts of
climate change on the group’s business and its financial statements.
The Directors have assessed the risk and opportunities relevant to
climate change across the group on page 58.
As a part of our audit procedures, we have held discussions with
management to understand the process of identifying climate-related
risks, the determination of mitigating actions and the impact on the
group’s financial statements. While the Directors have acknowledged
that the transition and physical risks posed by climate change have
the potential to impact the group’s current operations, they have
assessed that there is no material impact arising from climate change
on the judgements and estimates made in the financial statements
as at 30 November 2024.
We have performed our own qualitative
risk assessment of the potential impact of the climate change on
the group’s account balances and classes of transaction and did
not identify any reasonably possible risks of material misstatement
on specific account balances.
Our procedures included reading
disclosures included in the Strategic Report and Sustainability Report
to consider whether they are materially consistent with the financial
statements and our knowledge obtained in the audit. We additionally
consulted an internal specialist to review the Task Force on Climate-
related Financial disclosures contained within the annual report on
pages 55 to 60.
8. 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.
9. Responsibilities of Directors
As explained more fully in the Directors’ responsibilities statement,
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.
10. 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.
A further description of our responsibilities for the audit of the
financial statements is located on the FRC’s website at:
www.frc.org.uk/auditorsresponsibilities. This description forms part
of our auditor’s report.
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11. Extent to which the audit was
considered capable of detecting
irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance
with laws and regulations. We design procedures in line with our
responsibilities, outlined above, to detect material misstatements
in respect of irregularities, including fraud. The extent to which our
procedures are capable of detecting irregularities, including fraud is
detailed below.
11.1. Identifying and assessing potential risks related
to irregularities
In identifying and assessing risks of material misstatement in
respect of irregularities, including fraud and non-compliance with
laws and regulations, we considered the following:
the nature of the industry and sector, control environment
and business performance including the design of the group’s
remuneration policies, key drivers for Directors’ remuneration,
bonus levels and performance targets;
results of our enquiries of management, internal audit, the
Directors and the Audit and Risk Committee about their own
identification and assessment of the risks of irregularities,
including those that are specific to the group’s sector;
any matters we identified having obtained and reviewed the
group’s documentation of their policies and procedures
relating to:
identifying, evaluating and complying with laws and
regulations and whether they were aware of any instances of
non-compliance;
detecting and responding to the risks of fraud and
whether they have knowledge of any actual, suspected or
alleged fraud;
the internal controls established to mitigate risks of fraud or
non-compliance with laws and regulations;
the matters discussed among the audit engagement team and
relevant internal specialists, including tax, valuations, pensions, IT,
restructuring and forensic specialists regarding how and where
fraud might occur in the financial statements and any potential
indicators of fraud.
As a result of these procedures, we considered the opportunities
and incentives that may exist within the organisation for fraud and
identified the greatest potential for fraud in the following areas:
Going concern;
Impairment risk associated with the valuation of goodwill in the
TTS CGU;
Impairment risk associated with the valuation of RM Plc’s
investment in RMER;
Application of IFRS 15 to new, renewed or modified
contracts; and
Classification of adjusted items.
In common with all audits under ISAs (UK), we are also required to
perform specific procedures to respond to the risk of management
override.
We also obtained an understanding of the legal and regulatory
frameworks that the group operates in, focusing on provisions
of those laws and regulations that had a direct effect on the
determination of material amounts and disclosures in the financial
statements. The key laws and regulations we considered in this
context included the UK Companies Act, Listing Rules, pensions
legislation and tax legislation in relevant jurisdictions.
In addition, we considered provisions of other laws and regulations
that do not have a direct effect on the financial statements but
compliance with which may be fundamental to the group’s ability
to operate or to avoid a material penalty.
11.2. Audit response to risks identified
As a result of performing the above, we identified the following key
audit matters related to the potential risk of fraud.
Going concern;
Impairment risk associated with the valuation of goodwill in the
TTS CGU; and
Application of IFRS 15 to new, renewed or modified contracts.
The key audit matters section of our report explains the matters
in more detail and also describes the specific procedures we
performed in response to those key audit matters.
In addition to the above, our procedures to respond to risks
identified included the following:
reviewing the financial statement disclosures and testing to
supporting documentation to assess compliance with provisions
of relevant laws and regulations described as having a direct
effect on the financial statements;
enquiring of management, the Audit and Risk Committee and
internal legal counsel concerning actual and potential litigation
and claims;
performing analytical procedures to identify any unusual or
unexpected relationships that may indicate risks of material
misstatement due to fraud;
reading minutes of meetings of those charged with governance,
reviewing internal audit reports and reviewing correspondence
with HMRC;
in addressing the risk of bias in the classification of adjusted
items, we have challenged whether items presented as
adjustments are classified in line with the accounting policy,
whether disclosures comply with the FRC regulatory guidance,
whether treatment of items of expense are appropriate and
whether adjustments are adopted consistently between years;
performing detail audit procedures over the impairment review
of the company’s investment in RMER by performing the testing
set out in 5.2 above and verifying that appropriate adjustments
had been made to the TTS CGU impairment review to reflect an
equity valuation of the investment; and
in addressing the risk of fraud through 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.
We also communicated relevant identified laws and regulations and
potential fraud risks to all engagement team members including
internal specialists, and remained alert to any indications of fraud or
non-compliance with laws and regulations throughout the audit.
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Report on other legal and regulatory
requirements
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.
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 any material
misstatements in the strategic report or the Directors’ report.
13. Corporate Governance Statement
The Listing Rules require us to review the Directors’ statement
in relation to going concern, longer-term viability and that part
of the Corporate Governance Statement relating to the group’s
compliance with the provisions of the UK Corporate Governance
Code specified for our review.
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:
the Directors’ statement with regards to the appropriateness
of adopting the going concern basis of accounting and any
material uncertainties identified;
the Directors’ explanation as to its assessment of the
company’s prospects, the period this assessment covers
and why the period is appropriate;
the Directors’ statement on fair, balanced and
understandable;
the board’s confirmation that it has carried out a robust
assessment of the emerging and principal risks;
the section of the annual report that describes the review
of effectiveness of risk management and internal control
systems; and
the section describing the work of the audit and risk
committee.
12. Opinions on other matters
prescribed by the Companies Act
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14. Matters on which we are required
to report by exception
14.1. Adequacy of explanations received and
accounting records
Under the Companies Act 2006 we are required to report to you if,
in our opinion:
we have not received all the information and explanations we
require for our audit; or
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 are not in agreement
with the accounting records and returns.
We have nothing to report in respect of these matters.
14.2. Directors’ remuneration
Under the Companies Act 2006 we are also required to report if
in our opinion certain disclosures of Directors’ remuneration have
not been made or the part of the Directors’ remuneration report
to be audited is not in agreement with the accounting records and
returns.
We have nothing to report in respect of these matters.
15. Other matters which we are
required to address
15.1. Auditor tenure
Following the recommendation of the Audit and Risk Committee,
we were appointed by the board on 8 April 2021 to audit the
financial statements for the year ending 30 November 2021 and
subsequent financial periods. The audit of the financial statements
for the year ending 30 November 2024 will be our fourth and final
year of appointment.
15.2. Consistency of the audit report with the
additional report to the Audit and Risk Committee
Our audit opinion is consistent with the additional report to
the Audit and Risk Committee we are required to provide in
accordance with ISAs (UK).
16. 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.
As required by the Financial Conduct Authority (FCA) Disclosure
Guidance and Transparency Rule (DTR) 4.1.15R – DTR 4.1.18R, these
financial statements form part of the Electronic Format Annual
Financial Report filed on the National Storage Mechanism of the
FCA in accordance with DTR 4.1.15R – DTR 4.1.18R. This auditor’s
report provides no assurance over whether the Electronic Format
Annual Financial Report has been prepared in compliance with DTR
4.1.15R – DTR 4.1.18R.
Kate Hadley
(Senior statutory auditor)
For and on behalf of Deloitte LLP
Statutory Auditor
Birmingham, United Kingdom
17 March 2024
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01
02
03
Financials
Year ended 30 November 2024
Year ended 30 November 2023 (restated
1
)
Note
Adjusted
£000
Adjustments
£000
Total
£000
Adjusted
£000
Adjustments
£000
Total
£000
Continuing operations
Revenue
3
166,143
166,143
175,886
175,886
Cost of sales
(99,490)
(99,490)
(111,635)
(111,635)
Gross profit
66,653
66,653
64,251
64,251
Operating expenses
5
(58,156)
(5,270)
(63,426)
(55,771)
(2,247)
(58,018)
Reversal of expected credit loss
98
98
840
840
Impairment losses
6
(9,286)
(9,286)
Profit/(loss) from operations
8,595
(14,556)
(5,961)
9,320
(2,247)
7,073
Finance income
8
851
851
1,105
1,105
Other income
6
10,785
10,785
Finance costs
9
(7,007)
(7,007)
(6,585)
(6,585)
Profit/(loss) before tax
2,439
(14,556)
(12,117)
3,840
8,538
12,378
Tax
10
7,366
884
8,250
(7,898)
(1,926)
(9,824)
Profit/(loss) for the year from
continuing operations
9,805
(13,672)
(3,867)
(4,058)
6,612
2,554
(Loss)/profit for the year from
discontinued operations
11
(1,249)
379
(870)
(8,423)
(23,235)
(31,658)
Profit/(loss) for the year
8,556
(13,293)
(4,737)
(12,481)
(16,623)
(29,104)
Earnings per ordinary share on
continuing operations
12
– basic
11.8p
(4.6)p
(4.9)p
3.1p
– diluted
11.7p
(4.6)p
(4.9)p
3.1p
Earnings per ordinary share on
discontinued operations
12
– basic
(1.5)p
(1.1)p
(10.1)p
(38.0)p
– diluted
(1.5)p
(1.1)p
(10.1)p
(38.0)p
Earnings per ordinary share on
total operations
12
– basic
10.3p
(5.7)p
(15.0)p
(34.9)p
– diluted
10.2p
(5.7)p
(15.0)p
(34.9)p
1
2023 is restated to present the results of RM Consortium within discontinued operations as set out in Note 11.
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 143 to 192 form an integral part of these Financial Statements.
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Consolidated income statement
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03
Financials
Note
Year ended
30 November
2024
£000
Year ended
30 November
2023
£000
Loss for the year
(4,737)
(29,104)
Items that will not be reclassified subsequently to profit or loss
Defined benefit pension scheme remeasurements
1
24
3,760
(15,771)
Tax on items that will not be reclassified subsequently to profit or loss
1
10
(848)
2,790
Items that are or may be reclassified subsequently to profit or loss
Fair value gain/(loss) on hedging instruments
2
12
(402)
Fair value loss on hedging instruments transferred to the income statement
2
412
272
Exchange gain/(loss) on translation of overseas operations
3
37
(287)
Other comprehensive income/(expense)
3,373
(13,398)
Total comprehensive expense
(1,364)
(42,502)
1
Recognised in retained earnings.
2
Recognised in the hedging reserve.
3
Recognised in the translation reserve.
The notes on pages 143 to 192 form an integral part of these Financial Statements.
Consolidated statement
of comprehensive income
 
Consolidated balance sheet
Note
At
30 November
2024
£000
At
30 November
2023
£000
Non-current assets
Goodwill
14
29,172
38,538
Other intangible assets
15
6,818
5,224
Property, plant and equipment
16
7,249
8,271
Right-of-use assets
17
12,014
14,275
Defined benefit pension scheme surplus
24
20,498
12,796
Other receivables
20
245
240
Contract fulfilment assets
21
5,661
1,959
Deferred tax assets
10
8,479
170
90,136
81,473
Current assets
Inventories
19
15,190
13,959
Trade and other receivables
20
21,723
32,333
Contract fulfilment assets
21
2,909
1,949
Tax assets
347
1,988
Cash and cash equivalents
8,196
8,062
48,365
58,291
Total assets
138,501
139,764
Current liabilities
Trade and other payables
22
(41,897)
(46,372)
Provisions
23
(1,972)
(2,993)
Bank overdraft
(4,325)
(48,194)
(49,365)
Net current (liabilities)/assets
171
8,926
Non-current liabilities
Lease liabilities
17, 22
(12,816)
(14,297)
Other payables
22
(3,585)
(2,463)
Provisions
23
(1,243)
(1,749)
Defined benefit pension scheme obligation
24
(30)
(411)
Borrowings
25
(55,524)
(53,651)
(73,198)
(72,571)
Total liabilities
(121,392)
(121,936)
Net assets
17,109
17,828
Equity attributable to shareholders
Share capital
26
1,917
1,917
Share premium account
27,080
27,080
Own shares
27
(444)
(444)
Capital redemption reserve
94
94
Hedging reserve
31
(393)
Translation reserve
(831)
(868)
Retained earnings
(10,738)
(9,558)
Total equity
17,109
17,828
The notes on pages 143 to 192 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
17 March 2025.
On behalf of the Board of Directors
Simon Goodwin
Director
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Consolidated statement
of changes in equity
Note
Share
capital
£000
Share
premium
£000
Own
shares
£000
Capital
redemption
reserve
1
£000
Hedging
reserve
2
£000
Translation
reserve
3
£000
Retained
earnings
£000
Total
£000
At 1 December 2022
1,917
27,080
(444)
94
(263)
(581)
32,840
60,643
Loss for the year
(29,104)
(29,104)
Other comprehensive
expense
4
(130)
(287)
(12,981)
(13,398)
Total comprehensive
expense
(130)
(287)
(42,085)
(42,502)
Transactions with owners of
the Company:
Share-based payments
28
(364)
(364)
Share-based payments – tax
11
11
Unclaimed dividends
40
40
At 30 November 2023
1,917
27,080
(444)
94
(393)
(868)
(9,558)
17,828
Loss for the year
(4,737)
(4,737)
Other comprehensive
income
4
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
1
The capital redemption reserve arose from the repurchase of issued share capital. It is not distributable.
2
The Group hedging reserve arises from cash flow hedges entered into by the Group. The reserve is distributable in the entities in which it arises unless it relates to
unrealised gains.
3
The Group translation reserve arises on consolidation from the unrealised movement of foreign exchange on the net assets of overseas entities. This reserve is not
distributable.
4
The footnotes to the Consolidated Statement of Other Comprehensive Income show the reserve in which each item of other comprehensive income is recognised.
The notes on pages 143 to 192 form an integral part of these Financial Statements.
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Financials
Consolidated
cash flow statement
Note
At
30 November
2024
£000
At
30 November
(restated
1
)
2023
£000
(Loss)/profit before tax from continuing operations
(12,117)
12,378
Loss before tax from discontinuing operations
11
(1,160)
(39,412)
Gain on disposal of intangible licences
6
(10,614)
Gain on disposal of operations
6
(13,615)
Finance income
8
(851)
(1,105)
Finance costs
9
7,007
6,585
Loss from operations, including discontinued operations
(7,121)
(45,783)
Adjustments for:
Research and development expenditure credits
(61)
Amortisation and impairment of intangible assets
14, 15
9,729
31,050
Depreciation and impairment of property, plant and equipment
16, 17
5,568
11,564
Impairment of inventory and other current assets
5
261
4,476
Amortisation of contract fulfilment assets
21
2,470
2,513
Loss/(gain) on disposal of property, plant and equipment
5
72
(265)
Loss on foreign exchange derivatives
412
570
Share-based payment charge/(credit)
28
644
(364)
Increase in provisions
189
3,825
Defined benefit pension scheme past service cost
24
300
Defined benefit pension scheme administration cost
24
27
6
Operating cash flows before movements in working capital
12,490
7,592
(Increase)/decrease in inventories
(1,492)
8,624
Decrease in receivables
10,627
2,804
Increase in contract fulfilment assets
21
(4,394)
(3,035)
Decrease in trade and other payables
(3,471)
(17,844)
Utilisation of provisions
23
(1,912)
(2,824)
Cash generated from/(used by) operations
11,848
(4,683)
Cash paid for settlement of derivative instruments
(288)
(879)
Defined benefit pension scheme cash contributions
24
(4,270)
(4,496)
Tax refunded/(paid)
1,084
(397)
Net cash generated from/(used by) operating activities
8,374
(10,455)
Investing activities
Interest received
8
100
9
Proceeds on disposal of intangible licences
6
10,745
Proceeds on disposal of property, plant and equipment
300
Proceeds on sale of operations
11
10,899
Purchases of property, plant and equipment
16
(644)
(642)
Purchases of other intangible assets
15
(4,178)
(457)
Net cash (used by)/generated from investing activities
(4,722)
20,854
Financing activities
Dividends unclaimed
40
Drawdown of borrowings
25
8,000
30,167
Repayment of borrowings
25
(6,000)
(24,167)
Borrowing facilities arrangement and commitment fees
(1,040)
(1,716)
Interest and other finance costs paid
9
(5,585)
(4,955)
Payment of leasing liabilities – capital element
(3,058)
(3,179)
Payment of leasing liabilities – interest element
9
(315)
(331)
Net cash used by financing activities
(7,998)
(4,141)
Net (decrease)/increase in cash and cash equivalents
(4,346)
6,258
Cash and cash equivalents at the beginning of the year
8,062
1,911
Effect of foreign exchange rate changes
155
(107)
Cash and cash equivalents at the end of the year
3,871
8,062
Cash at bank
8,196
8,062
Bank overdraft
(4,325)
Cash and cash equivalents at the end of the year
3,871
8,062
1
2023 is restated to present the results of RM Consortium within discontinued operations as set out in Note 11.
The notes on pages 143 to 192 form an integral part of these Financial Statements.
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Company balance sheet
Note
At
30 November
2024
£000
At
30 November
2023
£000
Non-current assets
Investments
18
55,397
57,952
Deferred tax assets
10
5,168
60,565
57,952
Current assets
Trade and other receivables
20
111
267
111
267
Total assets
60,676
58,219
Current liabilities
Trade and other payables
22
(38,369)
(31,127)
(38,369)
(31,127)
Net current liabilities
(38,258)
(30,860)
Non-current liabilities
Borrowings
25
(55,524)
(53,651)
(55,524)
(53,651)
Total liabilities
(93,893)
(84,778)
Net liabilities
(33,217)
(26,559)
Equity attributable to shareholders
Share capital
26
1,917
1,917
Share premium account
27,080
27,080
Own shares
27
(444)
(444)
Capital redemption reserve
94
94
Retained earnings
(61,864)
(55,206)
Total equity
(33,217)
(26,559)
The notes on pages 143 to 192 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 £7,302,000 (2023: £86,136,000 loss) and includes an impairment charge of £3,199,000 (2023: £68,153,000) in respect of the
Company’s investment in RM Educational Resources Limited (see Note 18) and an impairment charge of £276,000 (2023: £7,810,000) 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
17 March 2025.
On behalf of the Board of Directors
Simon Goodwin
Director
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01
02
03
Financials
Company statement
of changes in equity
Note
Share
capital
£000
Share
premium
£000
Own
shares
£000
Capital
redemption
reserve
1
£000
Retained
earnings
£000
Total
£000
At 1 December 2022
1,917
27,080
(444)
94
31,254
59,901
Loss for the year
(86,136)
(86,136)
Total comprehensive expense
(86,136)
(86,136)
Transactions with owners of the
Company
Share-based payments
28
(364)
(364)
Unclaimed dividends
40
40
At 30 November 2023
1,917
27,080
(444)
94
(55,206)
(26,559)
Loss for the year
(7,302)
(7,302)
Total comprehensive expense
(7,302)
(7,302)
Transactions with owners of the
Company
Share-based payments
28
644
644
At 30 November 2024
1,917
27,080
(444)
94
(61,864)
(33,217)
1
The capital redemption reserve arose from the repurchase of issued share capital. It is not distributable.
The notes on pages 143 to 192 form an integral part of these Financial Statements.
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01
02
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Financials
Notes to the
financial statements
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143
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 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.
The Company produces consolidated Financial Statements which
are prepared in accordance with International Financial Reporting
Standards. 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 profit 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 for the financial year 2024:
• IFRS 17: Insurance Contracts
• Amendment to IAS 8: Definition of Accounting Estimates
Amendments to IAS 12: Deferred Tax Related to Assets and
Liabilities arising from a Single Transaction
• Amendments to IAS 1: Disclosure of Accounting Policies
• Amendments to IFRS Practice Statement 2: Disclosure of
Accounting Policies
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:
Amendments to IAS 1: Classification of Liabilities as Current or
Non-current, Non-current Liabilities with Covenants
Amendments to IAS 7 and IFRS 7: Supplier Finance Arrangements
Amendments to IFRS 16: Lease Liability in a Sale and Leaseback
Amendments to IFRS 10 and IAS 28: Sale or Contribution of
Assets between an Investor and its Associate or Joint Venture
• 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
• IFRS 18: Presentation and Disclosure in Financial Statements
• IFRS 19: Subsidiaries without Public Accountability: Disclosures
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 has not yet been endorsed
by the UK Endorsement Board but is expected to 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
144
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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 2026 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 138,
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 2024, the Group had net debt of £51.7m
(30 November 2023: £45.6m) and drawn facilities of £57.0m
(30 November 2023: £55.0m). Average Group net debt
over the year to 30 November 2024 was £53.8m (year to
30 November 2023: £55.0m) with a maximum borrowings position
of £60.7m (year to 30 November 2023: £64.8m). 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.
Net current assets
have reduced from £8.9m at 30 November 2023 to £0.2m at
30 November 2024, as operating cash generated by the Group has
been used to invest in intangible assets for the Global Accreditation
Platform, pay debt interest, and make contributions to the defined
benefit pension schemes.
As set out in Note 25, the Group has a £70.0m (2023: £70.0m)
committed bank facility (“the facility”) at 30 November 2024.
The facility is due to mature on 5 July 2026. 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 49, 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 2026. This 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 EBITDA (excluding discontinued operations)
covenant test to the quarter ended 28 February 2026.
This
covenant was originally to be replaced by a quarterly EBITDA
leverage test and interest cover test, which were required to be
below and above 4x respectively from February 2026, but an
amendment was sought and granted by the lenders as a result of
forecasting to breach the interest cover element only under the
base budget; 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, with step down periods
applying from 1 January to 21 March 2025, 1 August to
17 October 2025, and 1 January to 21 March 2026, during which
the minimum liquidity requirement is reduced from £7.5m to
£5.0m. These step downs were agreed with the lenders in our
ordinary course of relationship management in order to manage
potential downside risk, as our base budgets do not forecast a
breach. 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.
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 2024 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 sales in the
RM Technology division; and
• Growth from UK sales and, more significantly, international
partnerships, where the base case assumes an increase in market
share through customer wins and new product launches as well
as higher average order values, 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, interest and pension 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:
– Delay in the delivery of a large contract in FY25; and
– Reduced success of the new repeatable offer.
• In the RM Technology division:
– Reductions in renewal rates below the current run rate;
– Achieving only 80% of budgeted wins in the Connectivity and
Managed Service revenue streams; and
– No growth in hardware sales.
• In the RM TTS division:
– UK and European markets do not return to growth, and
market share growth does not occur;
– Delays in a significant new distributor arrangement; and
– Increase in costs that cannot be passed onto customers.
The reasonable worst-case scenario has the following impact on
the base-case forecast for the Group:
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2025: A revenue reduction of £24.4m, an EBITDA reduction of
£9.6m and cash reduction of £9.1m.
2026: A revenue reduction of £25.6m, an EBITDA reduction of
£9.4m and cash reduction of £9.5m.
While the Board believes that all reasonably plausible downsides
occurring together is highly unlikely, the Group would continue
to comply with covenants under the facility until the quarter
ended August 2025, when the hard liquidity covenant would be
breached, and November 2025, when the EBITDA covenant 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
TTS by £13.3m (38%) or Technology by £17.4m (67%) in the second
quarter of the year ended 30 November 2025 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 mitigating actions include not paying
discretionary bonuses, reducing other discretionary spend, selling
surplus IP addresses, and management of payables and receivables.
These are actions the Group has taken before and therefore the
Board is confident of their ability to deliver these mitigating actions
if required. Further actions could also include reduction of capital
expenditure and delaying recruitment, which could impact the
longer-term speed at which the Group returns to its forecast
financial position.
Modelling indicates that the enactment of these
mitigations against the reasonable worst-case downside scenario
would avoid a breach of either covenant during 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 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.
Intercompany 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.
Notes to the
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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
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 separate
from the continuing 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 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. There is significant
estimation uncertainty in some contracts relating to the estimate
of scanning and script volumes over the contract. There is also
judgement in the determination that the provision of technology 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
key sources of estimation uncertainty and 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.
The Group have elected to use the practical expedient in paragraph
63 of IFRS 15 (about the existence of a significant financing
component), when determining the transaction price for the
International Baccalaureate AOS contract.
Once the total transaction price is determined, the Group allocates
this to the identified performance obligations in proportion to their
relative stand-alone selling prices and recognises revenue when
those performance obligations are satisfied. In the RM Assessment
division the Group may sell customer bespoke solutions, and in
these cases the Group typically uses the expected cost plus a
margin approach to estimate the stand-alone selling price of each
performance obligation. Any remaining performance obligations
for which the stand-alone selling price is highly variable or
uncertain, due to not having previously been sold on a stand-alone
basis, is allocated applying the residual approach. Performance
obligations may also take the form of the delivery of bespoke
software or bespoke software as a service.
For each performance obligation, the Group determines if revenue
will be recognised over time or at a point in time. Where the
Group recognises revenue over time for long-term contracts,
this is generally due to the Group performing and the customer
simultaneously receiving and consuming the benefits provided
over the life of the contract.
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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.
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. When identified, the 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
assessment of whether a licence is a right-to-access licence or
a right-to-use licence involves judgement. 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. 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.
Notes to the
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Management is required to determine the recoverability of
contract-related assets within property, plant and equipment
and within intangible assets, as well as 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.
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 for 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.
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.
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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. Intangible assets with an indefinite useful
life and goodwill are 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:
   
Brands
15 years
Website platform
5 years
Other software assets
2 – 8 years
Customer relationships
3 – 5 years
Intellectual property and database assets
3 – 10 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:
   
Short leasehold improvements
The term of the lease
Plant, equipment and fixtures
3 – 10 years
Computer equipment
2 – 5 years
Vehicles
2 – 4 years
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 uncollectable amounts
based on expected credit losses.
Accrued income is recognised when services are performed and
revenue recognised in advance of an invoice being raised.
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.
Notes to the
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financial statements
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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. 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.
Other non-trading derivatives
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
A provision for restructuring is recognised when the Group
has approved a detailed and formal restructuring plan, and the
restructuring either has commenced or has been announced to
individuals at risk. Future operating losses are not provided for.
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.
01
02
03
Financials
continued
2. Accounting policies
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151
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 that 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 three 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. 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.
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 2024. The present value of the defined benefit
obligation was measured using the projected unit method.
At 30 November 2024, all three defined benefit schemes show
a surplus. Under the guidance of IFRIC 14, the Group is 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 2024 (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.
Notes to the
continued
financial statements
continued
2. Accounting policies
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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, in
which case the deferred tax is also dealt with in equity. 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. Any changes in
these assumptions 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 dates, including a
sensitivity analysis, are set out in Notes 14 and 18.
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 £9.2m 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 company 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 and
specifically whether the customer is being granted a right to
access or right to use the underlying software as well as whether
programme management, integration, development, enhanced
software and hosting services are distinct; 4) allocating the
transaction price between performance obligations based on
the customer’s ability to benefit from the services provided at
the inception of contract, including estimating the stand-alone
selling price of each performance obligation; and 5) determining
the timing of revenue recognition, specifically for contracts with
multiple performance obligations and where there is a variable
transaction price based on the number of exam scripts, there is
judgement in the determination that the provision of technology
is a right-to-access arrangement and therefore should be
recognised over time.
The factors considered in making this
judgement were the nature of services provided, including
hosting, ongoing maintenance and system support.
01
02
03
Financials
continued
2. Accounting policies
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Revenue from RM Assessment Managed Services
– RM
Assessment only sells Managed Services together with its
marking solution and so there is no observable stand-alone
selling price for Managed Services. Management have made
a judgement that the transaction price should be allocated to
the Managed Services performance obligation based on the
expected cost plus a margin. The margin takes into account
business margins, market demands and the nature of the
customer. A change in the estimated margin may affect the
revenue recognised in a particular period, although not the total
revenue recognised over the life of the contract. If the estimated
margin for Managed Services for each contract was increased by
5% then Group revenue for FY24 would be increased by c.£0.3m.
If the estimated margin for each contract was reduced by 5%
then the FY24 revenue would be reduced by less than £0.1m.
Revenue from RM Technology contracts
– A number of
judgements are made in respect of certain contracts with RM
Technology customers, contributing £27.4m in the year. The
most significant judgement relates to the determination that
the provision of technology is a right-to access arrangement
and therefore should be recognised over time. The factors
considered in making this judgement were the nature of services
provided, i.e., licensed on a subscription basis, being centrally
hosted and the customer is unable to take possession of the
software.
This is set out in Note 3.
International Baccalaureate AOS
– On 30 May 2024, a contract
modification was signed that allowed management to revisit the
performance obligations at contract inception. Management
concluded that two performance obligations had been met
during the year ended 30 November 2024, being integration
support and access to licenced software, leading to £0.1m of
revenue being recognised.
A further £4.4m continues to be
recognised as deferred revenue as management reached the
judgement that the new contract does not enable the IB to
consume the benefits of the software during the development
phase.
As the software developed has become increasingly
bespoke as the project has progressed, an amount of £3.6m
which was initially recognised as an intangible asset was
transferred to contract fulfilment assets in the year.
This
judgement was made on the basis that the economic benefits
from the asset will now be realised through fulfilment of
performance obligations on this specific contract with this
customer, rather than through alternative uses.
Recognition of pension surplus
– The Group has determined
that when all members leave the various 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 2024 of £20.5m 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.
Notes to the
continued
financial statements
154
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3. Revenue
Revenue by reportable segment for continuing operations
   
 
RM
RM
RM
RM
 
 
TTS
Technology
Technology
Assessment
 
 
Transactional
Transactional
Over Time
Over Time
Total
Year ended 30 November 2024
£000
£000
£000
£000
£000
Supply of products
72,440
12,740
85,180
Rendering services
8,199
22,873
37,308
68,380
Licences
5,635
4,548
2,400
12,583
 
72,440
26,574
27,421
39,708
166,143
   
   
RM
RM
RM
RM
 
   
TTS
Technology
Technology
Assessment
 
   
Transactional
Transactional
Over Time
Over Time
Total
Year ended 30 November 2023
(restated
1
)
 
£000
£000
£000
£000
£000
Supply of products
 
75,884
18,209
94,093
Rendering services
 
4,564
25,012
41,673
71,249
Licences
 
3,731
6,147
666
10,544
   
75,884
26,504
31,159
42,339
175,886
1
2023 is restated to present the results of RM Consortium within discontinued operations as set out in Note 11.
Revenue for RM Consortium 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 stand-alone 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 and indexing revenues of
£6.8m (2023: £5.8m) 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 as described in Note 2. This was a key source of estimation
uncertainty in 2023. The revenue recognised in 2024 is not, however, 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 2025 onwards, then revenue in 2024 would be increased by c.£0.1m (2023: 5% against assumed
volumes from 2024 onwards, then revenue in 2023 would be increased by c.£0.4m).
The table below shows the time bands of the expected timing of revenue to be recognised on over-time contracts at 30 November 2024.
   
 
RM
RM
 
 
Technology
Assessment
Total
 
Over Time
Over Time
Over Time
Year ended 30 November 2024
£000
£000
£000
< 1 year
3,842
30,935
34,777
1-2 years
26,757
26,757
2-5 years
23,863
23,863
> 5 years
14,147
14,147
Total
3,842
95,702
99,544
01
02
03
Financials
continued
3. Revenue
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155
   
 
RM
RM
 
 
Technology
Assessment
Total
 
Over Time
Over Time
Over Time
Year ended 30 November 2023
£000
£000
£000
< 1 year
4,392
26,563
30,955
1-2 years
3,730
11,260
14,990
2-5 years
2,931
2,931
Total
8,122
40,754
48,876
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
modifications. 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
Officer is the Chief Operating Decision Maker. Information reported to the Group’s Chief Executive Officer for the purposes of resource
allocation and assessment of segmental performance is by division.
The Group was structured into four operating divisions: RM TTS, RM Assessment, RM Technology and RM Consortium. RM Consortium has
been classified as discontinued operations in 2024 and therefore ceases to be a reportable segment. The 2023 comparatives have been
restated.
The Chief Operating Decision Maker reviews segments at an adjusted operating profit level. Adjustments are not allocated to segments.
A full description of each revenue-generating division, together with comments on its performance and outlook, is given in the
Strategic Report. Corporate Services consists of central business costs associated with being a listed company and non-division-specific
pension costs.
The segmental analysis below shows the result and assets by division. Revenue is that earned by the Group from third parties. Net
financing costs and tax are not allocated to segments as the funding, cash and tax management of the Group are activities carried out by
the central treasury and tax functions.
Segment results from continuing operations
   
 
RM
RM
RM
Corporate
 
 
TTS
1
Assessment
Technology
Services
Total
Year ended 30 November 2024
£000
£000
£000
£000
£000
Revenue
         
UK
53,691
21,787
53,870
129,348
Europe
11,086
10,957
82
22,125
North America
2,653
11
43
2,707
Asia
865
1,303
2,168
Middle East
3,047
250
3,297
Rest of the world
1,098
5,400
6,498
 
72,440
39,708
53,995
166,143
Divisional contribution
8,865
14,436
9,526
(24,232)
8,595
Corporate cost allocation
(3,509)
(7,492)
(5,976)
16,977
Adjusted profit/(loss) from operations
5,356
6,944
3,550
(7,255)
8,595
Finance income
       
851
Finance costs
       
(7,007)
Adjusted profit before tax
       
2,439
Adjustments (see Note 6)
       
(14,556)
Loss before tax
       
(12,117)
1
Included in UK are international sales via UK distributors of £0.9m.
Notes to the
continued
financial statements
continued
4. Operating segments
156
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Annual report and financial statements 2024
   
   
RM
RM
RM
Corporate
 
   
TTS
2
Assessment
Technology
Services
Total
Year ended 30 November 2023
(restated
1
)
 
£000
£000
£000
£000
£000
Revenue
           
UK
 
52,229
24,756
57,545
134,530
Europe
 
12,757
10,315
86
23,158
North America
 
4,722
131
32
4,885
Asia
 
1,049
1,219
2,268
Middle East
 
3,730
157
3,887
Rest of the world
 
1,397
5,761
7,158
   
75,884
42,339
57,663
175,886
Divisional contribution
 
8,812
14,869
8,294
(22,655)
9,320
Corporate cost allocation
 
(2,863)
(4,617)
(7,545)
15,025
Adjusted profit/(loss) from operations
 
5,949
10,252
749
(7,630)
9,320
Finance income
         
1,105
Finance costs
         
(6,585)
Adjusted profit before tax
         
3,840
Adjustments (see Note 6)
         
8,538
Profit before tax
         
12,378
1
2023 is restated to present the results of RM Consortium within discontinued operations as set out in Note 11.
2
Included in UK are international sales via UK distributors of £0.8m.
Segmental assets
   
         
RM
 
         
Consortium
 
 
RM
RM
RM
Corporate
(discontinued
 
 
TTS
Assessment
Technology
Services
in 2024)
Total
At 30 November 2024
£000
£000
£000
£000
£000
£000
Segmental
40,328
20,985
8,783
30,885
100,981
Other
         
37,520
Total assets
         
138,501
   
         
RM
 
         
Consortium
 
 
RM
RM
RM
Corporate
(discontinued
 
 
TTS
Assessment
Technology
Services
in 2024)
Total
At 30 November 2023
£000
£000
£000
£000
£000
£000
Segmental
28,286
15,067
16,158
39,617
17,353
116,481
Other
         
23,283
Total assets
         
139,764
Included within the disclosed segmental assets are non-current assets (excluding defined benefit pension surplus and deferred tax assets)
of £54.9m (2023: £61.7m) located in the United Kingdom, £5.2m (2023: £5.8m) located in Australia and £1.0m (2023: £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.
01
02
03
Financials
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157
5. Profit/(loss) from operations
Operating expenses of continuing operations comprise:
   
   
Year ended
Year ended
   
30 November
30 November
   
2024
2023
 
Note
£000
£000
Operating expenses
 
63,426
58,018
Reversal of expected credit loss
 
(98)
(840)
Impairment losses
6
9,286
   
72,614
57,178
Analysed by function:
     
Selling and distribution costs
 
19,965
17,637
Research and development costs
 
3,075
3,954
Administrative expenses
 
35,018
33,340
Adjusted operating expenses
 
58,058
54,931
Adjustments to administrative expenses
6
14,556
2,247
Total operating expenses
 
72,614
57,178
Profit/(loss) from operations is stated after charging/(crediting):
   
   
Year ended
Year ended
   
30 November
30 November
   
2024
2023
 
Note
£000
£000
Impairment of goodwill – charged in operating expenses
14
9,286
Impairment of goodwill – discontinued operations
 
10,575
Impairment of other intangible assets – discontinued operations
15
17,789
Impairment of property, plant and equipment – charged in operating expenses
16
186
Impairment of property, plant and equipment – discontinued operations
 
5,881
Impairment of right-of-use assets – charged in operating expenses
17
638
Amortisation of other intangible assets – charged in cost of sales
15
21
Amortisation of other intangible assets – charged in operating expenses
15
422
2,686
Depreciation of property, plant and equipment – charged in cost of sales
16
649
616
Depreciation of property, plant and equipment – charged in operating expenses
16
1,056
1,478
Depreciation of property, plant and equipment – discontinued operations
 
354
Depreciation of right-of-use assets – charged in operating expenses
17
2,708
2,611
Depreciation of right-of-use assets – charged in discontinued operations
17
331
624
For continuing operations
     
Loss/(gain) on disposal of property, plant and equipment
 
72
(265)
Cost of inventories recognised as expense
 
54,419
59,046
Staff costs
7
63,617
60,755
Short-term and low-value lease expense
 
35
35
Foreign exchange loss
 
612
650
Inventory write-offs
 
261
267
(Decrease)/increase in inventory obsolescence write-down
 
(44)
106
Notes to the
continued
financial statements
continued
5. Profit/(loss) from operations
158
RM plc
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Annual report and financial statements 2024
 
Year ended
Year ended
 
30 November
30 November
 
2024
2023
 
£000
£000
Fees payable to the Company’s Auditor for the audit of these Financial Statements:
   
– the audit of the Company’s Financial Statements
60
60
– the audit of the Company’s subsidiaries pursuant to legislation
886
1,272
Other fees payable to the Company’s Auditor:
   
– other services
1
10
1,030
 
956
2,362
1
Fees for other services in 2024 comprised a review of compliance with the banking facility covenants, and in 2023 comprised reporting accountant fees paid to the
Company’s Auditor in connection with the Group’s sale of the RM Integris and RM Finance.
6. Alternative performance measures
As set out in Note 2, the Group uses alternative performance measures that the Board believes reflects the trading performance of the
Group, and it is these adjusted measures that the Board uses as the primary measures of performance measurement during the year.
Adjustments
Adjustments are items that are identified by virtue of their size, nature and incidence to be important to understanding the performance
of the business including the comparability of the results year-on-year. These items can include (but are not restricted to) impairments,
restructuring costs, acquisition and disposal costs, the gain/loss on sales of assets and related transaction costs, and the gain/loss on sale
of operations.
   
Year ended 30 November 2024
Year ended 30 November 2023
   
Continuing
Discontinued
 
Continuing
Discontinued
 
   
operations
operations
Total
operations
operations
Total
   
£000
£000
£000
£000
£000
£000
Adjustments to administrative expenses
             
Amortisation of acquisition-related
             
intangible assets
(a)
(369)
(369)
(484)
(1,207)
(1,691)
Impairment of RM TTS goodwill
(b)
(9,286)
(9,286)
Impairment reversal/(impairment) of RM
             
Consortium assets
(c)
505
505
(38,949)
(38,949)
Restructuring costs
(d)
(4,591)
(4,591)
(1,290)
(1,388)
(2,678)
Independent business review
             
related costs
(e)
(10)
(10)
(473)
(473)
Cost of GMP conversion (see Note 24)
(f)
(300)
(300)
Configuration of SaaS licences (ERP)
(g)
(3,063)
(3,063)
Total adjustments to administrative
             
expenses
 
(14,556)
505
(14,051)
(2,247)
(44,607)
(46,854)
Other income
             
Gain on sale of IP addresses
(h)
10,614
10,614
Gain on disposal of operations
(i)
171
171
Total adjustments to other income
 
10,785
10,785
Total adjustments
 
(14,556)
505
(14,051)
8,538
(44,607)
(36,069)
Tax impact (see Note 10)
 
884
(126)
758
(1,926)
7,928
6,002
Total adjustments after tax
 
(13,672)
379
(13,293)
6,612
(36,679)
(30,067)
Gain on disposal of discontinued
             
operations
(j)
13,444
13,444
Total adjustments after tax
 
(13,672)
379
(13,293)
6,612
(23,235)
(16,623)
01
02
03
Financials
continued
6. Alternative performance measures
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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 £10.6m of goodwill relating to the RM Consortium business (see Note 14), £17.4m of intangible assets including all
remaining Consortium brand and ERP assets (see Note 15), £5.9m of property, plant and equipment at the RM Consortium warehouse
(see Note 16), £2.8m of RM Consortium inventory write-downs to net realisable value, £0.7m of other current assets and an onerous
contract provision of £1.5m in respect of IT licences associated with the Group’s ERP solution. During 2024, due to better than
expected sales, the Group wrote back £0.5m of inventory provisions previously recognised in 2023.
(d) Restructuring costs of £4.6m (2023: £2.7m) relating to the implementation of the Group’s new Target Operating Model announced
last year. These costs include £1.5m impairments and provisions for exited properties to the end of their leases in 2026, £1.2m
redundancy costs which were all paid during the year, £1.5m of professional fee and contractor costs, and costs of £0.4m related to
the consolidation of the TTS distribution centre in March 2024.
(e)
Independent Business Review related costs undertaken on behalf of the lenders and pension scheme totalled £0.5m in 2023.
(f)
Pension past service cost of Guaranteed Minimum Pension (GMP) conversion relating to the RM Scheme.
(g)
The configuration and customisation costs relating to the ERP replacement programme incurred in the prior year, which were
expensed in accordance with IAS 38: Intangible Assets and IFRIC agenda decisions but have been treated as adjusting items as
they were a significant component of the Group’s historic warehouse strategy. These costs totalled £3.0m in 2023 based on the
development work undertaken.
(h) Income generated in 2023 following the completion of the sale of IP addresses totalled £10.6m.
(i)
Gain on disposal of operations in 2023 of £0.2m following the completion of the iCase business disposal.
(j)
During 2023, the Group completed the disposal of the RM Integris and RM Finance business, which generated a gain on sale of
operations of £13.4m, representing proceeds of £15.3m less £1.9m of costs associated with the disposal.
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 2024
Year ended 30 November 2023 (restated
1
)
Statutory
Adjusted
Statutory
Adjusted
measure
Adjustment
measure
measure
Adjustment
measure
£000
£000
£000
£000
£000
£000
Revenue
166,143
166,143
175,886
175,886
Profit/(loss) from operations
(5,961)
(14,556)
8,595
7,073
(2,247)
9,320
Operating margin (%)
(4)%
5%
4%
5%
(Loss)/profit before tax
(12,117)
(14,556)
2,439
12,378
8,538
3,840
Tax
8,250
884
7,366
(9,824)
(1,926)
(7,898)
(Loss)/profit after tax
(3,867)
(13,672)
9,805
2,554
6,612
(4,058)
(Loss)/profit from operations
(5,961)
(14,556)
8,595
7,073
(2,247)
9,320
Amortisation and impairment of
intangible assets
9,729
9,655
74
2,686
1,691
995
Depreciation and impairment of property,
plant and equipment
5,237
824
4,413
4,704
4,704
EBITDA
9,005
(4,077)
13,082
14,463
(556)
15,019
Earnings per share from continuing
operations (see Note
12)
Basic (Pence)
(4.6)
11.8
3.1
(4.9)
Diluted (Pence)
(4.6)
11.7
3.1
(4.9)
1
2023 is restated to present the results of RM Consortium within discontinued operations as set out in Note 11.
The impact of tax is set out in Note 10.
Notes to the
continued
financial statements
continued
6. Alternative performance measures
160
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Cash conversion (adjusted)
Cash conversion (adjusted) is defined as adjusted cash flow from operating activities divided by adjusted operating profit.
 
Year ended 30 November 2024
Year ended 30 November 2023
 
Statutory
 
Adjusted
Statutory
 
Adjusted
 
Measure
Adjustment
measure
Measure
Adjustment
measure
 
£000
£000
£000
£000
£000
£000
Net cash generated from/(used by)
           
operating activities
8,374
(5,242)
13,616
(10,455)
(5,107)
(5,348)
(Loss)/profit from operations
(5,961)
(14,556)
8,595
7,073
(2,247)
9,320
Cash conversion
(140)%
 
158%
(148)%
 
(57)%
Adjusted net debt
Adjusted net debt is the total of borrowings less capitalised fees, cash and cash equivalents and overdrafts. Lease liabilities of £15.0m (2023:
£16.5m) 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.
   
2024
2023
 
Note
£000
£000
Bank loan
 
57,000
55,000
Less capitalised fees
 
(1,476)
(1,349)
Borrowings
25
55,524
53,651
Add: bank overdraft
 
4,325
Less: cash and cash equivalents
 
(8,196)
(8,062)
Adjusted net debt
 
51,653
45,589
7. Staff numbers and costs
The average number of persons (including Directors) employed by the Group during the year was as follows:
 
Year ended
Year ended
 
30 November
30 November
 
2024
2023
 
Number
Number
Research and development, products and services
1,189
1,321
Marketing and sales
192
232
Corporate Services
263
278
 
1,644
1,831
Aggregate emoluments of persons employed by the Group comprised:
 
Year ended 30 November 2024
Year ended 30 November 2023
 
Continuing
Discontinued
 
Continuing
Discontinued
 
 
operations
operations
Total
operations
operations
Total
 
£000
£000
£000
£000
£000
£000
Wages and salaries
55,228
588
55,816
54,148
5,015
59,163
Termination costs
1,094
1,094
1,307
1,388
2,695
Social security costs
4,610
4,610
3,771
349
4,120
Other pension costs
2,041
2,041
1,893
175
2,068
Share-based payments expense/(credit)
           
(Note 28)
644
644
(364)
(364)
 
63,617
588
64,205
60,755
6,927
67,682
Information regarding the remuneration of the Directors is shown in the Remuneration Report.
The Company had no employees during the year (2023: 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.
01
02
03
Financials
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161
8. Finance income
   
   
Year ended
Year ended
   
30 November
30 November
   
2024
2023
 
Note
£000
£000
Bank interest
 
18
9
Other finance income
 
86
5
Total income from financial assets measured at amortised cost
 
104
14
Net investment income on defined benefit pension schemes
24
747
1,091
   
851
1,105
9. Finance costs
   
   
Year ended
Year ended
   
30 November
30 November
   
2024
2023
 
Note
£000
£000
Borrowing facilities arrangement fees and commitment fees
 
1,209
491
Unwinding of discount on provisions
23
78
89
Foreign exchange losses
 
187
441
Interest on lease liabilities
 
315
330
Interest on bank loans and overdrafts
 
5,218
5,234
   
7,007
6,585
10. Tax
Analysis of tax (credit)/charge in the Consolidated Income Statement
   
 
Year ended
Year ended
 
30 November
30 November
 
2024
2023
 
£000
£000
Current taxation
   
UK corporation tax
71
296
Adjustment in respect of prior years
58
796
Foreign tax
487
479
Total current tax charge
616
1,571
Deferred taxation
   
Temporary differences
(9,218)
(23)
Adjustment in respect of prior years
48
527
Overseas tax
14
(5)
Total deferred tax (credit)/charge
(9,156)
499
Total Consolidated Income Statement tax (credit)/charge
(8,540)
2,070
Included in continuing operations
(8,250)
9,874
Included in discontinued operations
(290)
(7,754)
 
(8,540)
2,070
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 when it is considered
probable that there will be a future outflow of funds to a tax authority.
Notes to the
continued
financial statements
continued
10. Tax
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Annual report and financial statements 2024
Analysis of tax charge/(credit) in the Consolidated Statement of Comprehensive Income
   
 
Year ended
Year ended
 
30 November
30 November
 
2024
2023
 
£000
£000
Deferred tax
   
Defined benefit pension scheme movements
848
(2,790)
Total Consolidated Statement of Comprehensive Income tax charge/(credit)
848
(2,790)
Analysis of tax credit in the Consolidated Statement of Changes in Equity
   
 
Year ended
Year ended
 
30 November
30 November
 
2024
2023
 
£000
£000
Deferred tax
   
Share-based payments
(1)
(11)
Total Consolidated Statement of Changes in Equity tax credit
(1)
(11)
Reconciliation of Consolidated Income Statement tax (credit)/charge
Year ended 30 November 2024
   
 
Continuing operations
Discontinued operations
 
Total
 
Adjusted
Adjustment
Total
Adjusted
Adjustment
Total
 
 
£000
£000
£000
£000
£000
£000
£000
Loss on ordinary activities before tax
2,439
(14,556)
(12,117)
(1,665)
505
(1,160)
(13,277)
Tax at 25% thereon:
610
(3,640)
(3,030)
(416)
126
(290)
(3,320)
Effects of:
             
– Expenses not deductible for tax
             
purposes
323
2,714
3,037
3,037
– Non-taxable income
(4)
(4)
(4)
– Other temporary timing
             
differences: UK
(146)
(6)
(152)
(152)
– Other temporary timing
             
differences: overseas
564
58
622
622
– Effect of (profits)/losses in various
             
overseas tax jurisdictions
(59)
(10)
(69)
(69)
– Previously unrecognised deferred
             
tax now recognised
(9,032)
(9,032)
(9,032)
– Prior period adjustments: UK
176
176
176
– Prior period adjustments: overseas
(60)
(60)
(60)
– Other
262
262
262
Tax (credit)/charge in the
             
Consolidated Income Statement
(7,366)
(884)
(8,250)
(416)
126
(290)
(8,540)
01
02
03
Financials
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Annual report and financial statements 2024
163
continued
10. Tax
The tax impact on the adjustments set out in Note 6 is as follows:
Continuing operations
Discontinued operations
Charge
Tax credit
Income
Tax charge
£000
£000
£000
£000
Amortisation of acquisition-related intangible assets
(369)
(92)
Impairment of RM TTS goodwill
(9,286)
Impairment reversal of RM Consortium assets
505
126
Restructuring costs
(4,591)
(715)
Independent business review related costs
(10)
(2)
Cost of GMP conversion
(300)
(75)
(14,556)
(884)
505
126
Year ended 30 November 2023
Continuing operations
Discontinued operations
Total
Adjusted
Adjustment
Total
Adjusted
Adjustment
Total
£000
£000
£000
£000
£000
£000
£000
Loss on ordinary activities
before tax
1
3,840
8,538
12,378
(8,249)
(31,163)
(39,412)
(27,034)
Tax at 23.01% thereon:
884
1,965
2,849
(1,899)
(7,171)
(9,070)
(6,221)
Effects of:
– Change in tax rate on carried
forward deferred tax assets
267
267
267
– Expenses not deductible for tax
purposes
207
12
219
2,433
2,433
2,652
– Non-taxable income
(42)
(42)
(3,094)
(3,094)
(3,136)
– Other temporary timing
differences: UK
424
424
2,073
(96)
1,977
2,401
– Other temporary timing
differences: overseas
1,138
(51)
1,087
1,087
– Effect of (profits)/losses in various
overseas tax jurisdictions
(324)
(324)
(324)
– Previously recognised deferred tax
now unrecognised
3,857
3,857
3,857
– Prior period adjustments: UK
1,259
1,259
1,259
– Prior period adjustments: overseas
64
64
64
– Other
164
164
164
Tax charge/(credit) in the
Consolidated Income Statement
7,898
1,926
9,824
174
(7,928)
(7,754)
2,070
Notes to the
continued
financial statements
continued
10. Tax
164
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|
Annual report and financial statements 2024
The tax impact on the adjustments set out in Note 6 is as follows:
   
 
Continuing operations
Discontinued operations
 
Charge/
 
Charge/
 
 
(income)
Tax
(income)
Tax
 
£000
£000
£000
£000
Amortisation of acquisition-related intangible assets
(484)
(111)
(1,207)
(278)
Impairment of RM Consortium assets
(38,949)
(6,625)
Restructuring costs
(1,290)
(296)
(1,388)
(319)
Independent business review related costs
(473)
(109)
Configuration of SaaS licences (ERP)
(3,063)
(706)
Gain on sale of IP addresses
10,614
2,442
Gain on disposal of operations
171
13,444
 
8,538
1,926
(31,163)
(7,928)
Deferred tax
The Group has recognised deferred tax assets as these are anticipated to be realised in future periods based on profit forecasts. The
deferred tax asset recognised at 30 November 2023 related to the Group’s Indian subsidiary, which consistently generates taxable profit.
The major deferred tax assets and liabilities recognised by the Group and the movements thereon are as follows:
   
   
Defined-
         
   
benefit
     
Acquisition-
 
   
pension
 
Short-term
 
related
 
 
Accelerated
scheme
Share-based
timing
 
intangible
 
 
depreciation
obligation
payments
differences
Losses
assets
Total
Group
£000
£000
£000
£000
£000
£000
£000
At 1 December 2022
(791)
(5,651)
59
502
7,149
(3,400)
(2,132)
Credit/(charge) to income
1,400
(97)
16
(336)
(4,415)
2,933
(499)
Credit to other
             
comprehensive income
2,790
2,790
Credit to equity
11
11
At 30 November 2023
609
(2,958)
86
166
2,734
(467)
170
Credit/(charge) to income
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
Analysed on the balance sheet as:
   
 
2024
2023
 
£000
£000
Deferred tax assets
8,479
170
Deferred tax liabilities
At 30 November
8,479
170
   
   
Defined-
         
   
benefit
     
Acquisition-
 
   
pension
 
Short-term
 
related
 
 
Accelerated
scheme
Share-based
timing
 
intangible
 
 
depreciation
obligation
payments
differences
Losses
assets
Total
Company
£000
£000
£000
£000
£000
£000
£000
At 1 December 2022
1,576
-
1,576
Charge to income
(1,576)
(1,576)
At 30 November 2023
Charge to income
5,168
5,168
At 30 November 2024
5,168
5,168
All deferred tax assets and liabilities have been offset above.
01
02
03
Financials
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Annual report and financial statements 2024
165
continued
10. Tax
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 £481,000 (2023: £678,000) 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 £1,459,000 (2023: £10,542,000) has not been recognised due to uncertainty that the asset will be utilised in the
foreseeable future. In 2023, the unrecognised deferred tax asset included amounts for the UK and Australian companies. In 2024, the UK asset
is now being recognised, and the unrecognised deferred tax asset relates only to the Australian companies. The 2024 deferred tax asset is
in respect of tax credits and loss carry forwards (2023: includes £312,000 in respect of tangible and intangible assets, £313,000 in respect of
pension schemes, £9,108,000 in respect of tax credits and loss carry forwards and £807,000 of disallowed tax in respect of interest expenses).
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.
On 31 May 2023, the Group completed the sale of the RM Integris and RM Finance businesses and related assets to The Key Support Services
Limited. Total consideration for the sale was £16.0m on a cash-free/debt-free basis of which £12.0m was received on completion subject to
a £3.3m normalised working capital adjustment and £4.0m receivable subject to satisfaction of certain conditions, including those related
to competition clearance in cash, of which £3.5m was received in June 2023 and £0.5m was received in July 2023. A transitional services
agreement was put in place with Schools Educational Software Limited following the sale.
Results of discontinued operations
 
RM
 
 
Consortium
Total
Year ended 30 November 2024
£000
£000
Revenue
996
996
Cost of sales
(1,212)
(1,212)
Gross loss
(216)
(216)
Operating expenses
(1,449)
(1,449)
Impairment write-backs
505
505
Loss before tax
(1,160)
(1,160)
Tax
290
290
Loss for the year from discontinued operations
1
(870)
(870)
1
Attributable to owners of the parent company.
Notes to the
continued
financial statements
continued
11. Discontinued operations
166
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|
Annual report and financial statements 2024
 
RM Integris
   
 
and RM
RM
 
 
Finance
Consortium
Total
Year ended 30 November 2023
£000
£000
£000
Revenue
2,410
19,300
21,710
Cost of sales
(988)
(17,468)
(18,456)
Gross profit
1,422
1,832
3,254
Operating expenses
(662)
(10,841)
(11,503)
Impairment losses
(44,607)
(44,607)
Profit/(loss) before tax
760
(53,616)
(52,856)
Tax
(175)
7,929
7,754
Profit/(loss) for the year from discontinued operations
585
(45,687)
(45,102)
Gain on disposal of discontinued operations before taxation
15,330
15,330
Costs associated with the disposal
(1,886)
(1,886)
Net gain on disposal of discontinued operations
13,444
13,444
Net profit/(loss) for the year from discontinued operations
1
14,029
(45,687)
(31,658)
2
Attributable to owners of the parent company.
Gain on disposal of discontinued operations
The net gain on disposal of discontinued operations in FY23 is analysed as follows:
 
RM Integris
   
 
and RM
RM
 
 
Finance
Consortium
Total
Year ended 30 November 2023
£000
£000
£000
Net cash proceeds
12,672
12,672
Add: net liabilities disposed
2,658
2,658
Less: costs associated with the disposal
(1,886)
(1,886)
Net gain on disposal of discontinued operations
13,444
13,444
Cash flows from discontinued operations
 
Year ended
Year ended
 
30 November
30 November
 
2024
2023
 
£000
£000
Net cash used in operating activities
(419)
(4,959)
Net cash generated from investing activities
Net cash used in financing activities
 
(419)
(4,959)
As the sale of the RM Integris and RM Finance businesses to Schools Educational Software Limited was an asset sale, cash and corporation tax
balances related to the business were retained within the Group. Cash proceeds from the sale are excluded from the disclosure above. Included
in the sale agreement were Group-owned intellectual properties and the related assets. These assets were fully amortised and depreciated.
12. Earnings per share
 
Year ended
Year ended
 
30 November
30 November
 
2024
2023
 
Number ‘000
Number ‘000
Number of shares in issue (weighted average)
83,256
83,256
Potentially dilutive shares (weighted average)
213
343
Diluted number of shares (weighted average)
83,469
83,599
01
02
03
Financials
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167
continued
12. Earnings per share
   
 
Year ended 30 November 2024
Year ended 30 November 2023
 
Adjusted
Adjustments
Total
Adjusted
Adjustments
Total
 
£000
£000
£000
£000
£000
£000
Profit for the year
           
Continuing operations
9,805
(13,672)
(3,867)
(4,058)
6,612
2,554
Discontinued operations
(1,249)
379
(870)
(8,423)
(23,235)
(31,658)
Total
8,556
(13,293)
(4,737)
(12,481)
(16,623)
(29,104)
   
 
Adjusted
Total
Adjusted
Total
 
Pence
Pence
Pence
Pence
Basic earnings per share
       
Continuing operations
11.8
(4.6)
(4.9)
3.1
Discontinued operations
(1.5)
(1.1)
(10.1)
(38.0)
Total
10.3
(5.7)
(15.0)
(34.9)
Diluted earnings per share
       
Continuing operations
11.7
(4.6)
(4.9)
3.1
Discontinued operations
(1.5)
(1.1)
(10.1)
(38.0)
Total
10.2
(5.7)
(15.0)
(34.9)
13. Dividends
No dividends were paid in either the year ended 30 November 2024 or the year ended 30 November 2023. The Directors do not propose a
final dividend for the year ended 30 November 2024 (2023: £nil).
14. Goodwill
   
Group
£000
Cost
 
At 1 December 2022
59,095
Foreign exchange translation
(288)
At 30 November 2023
58,807
Foreign currency translation
(80)
At 30 November 2024
58,727
Accumulated impairment
 
At 1 December 2022
9,694
Impairment charge
10,575
At 30 November 2023
20,269
Impairment charge
9,286
At 30 November 2024
29,555
Carrying amount
 
At 30 November 2024
29,172
At 30 November 2023
38,538
At 30 November 2024, the carrying amount of goodwill was allocated to two cash generating units: RM TTS and RM Assessment as set out
in the table below.
   
 
2024
2023
 
Year ended 30
Pre-tax
Headroom/
Year ended 30
Pre-tax
 
 
November
discount rate
(impairment)
November
discount rate
Headroom
Group
£000
%
£000
£000
%
£000
RM TTS
22,347
14.6%
(9,286)
31,633
14.2%
811
RM Assessment
6,825
14.5%
112,219
6,905
14.2%
54,138
Notes to the
continued
financial statements
continued
14. Goodwill
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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 (CGUs) are determined from value-in-use calculations. The key assumptions for the value-in-use
calculations are those regarding the cash flows, the discount rates and the growth rates.
The Group has taken cash flow forecasts derived from the most recent annual financial budget approved by the Board, which also contains
forecasts for the two years following, and extrapolates cash flows based on terminal rates that align to market growth and inflation expectations.
There is estimation uncertainty regarding the impact of climate change in the medium to long term. Based on the analysis that has been
undertaken to date, on pages 58 to 60 of this report, the cashflow 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.
Year ended 30 November 2024
The table below shows key assumptions used in the value-in-use calculations for the year ended 30 November 2024:
   
   
RM
 
RM TTS
Assessment
Pre-tax discount rate
14.6%
14.5%
Long-term growth rate
2.2%
2.2%
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.
RM TTS
The cashflow 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 £4.5m central costs.
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 year has arisen as a result of reductions in estimated future cashflows caused by increasing uncertainty in UK and
international schools budgets, together with economic movements driving higher discount rates and lower long term growth rates.
RM Assessment
The sensitivity of the RM Assessment carrying values to reasonably possible changes in key assumptions, including the reasonably possible
downside risks applied as part of the going concern review, has been performed and would not cause the carrying value to exceed its
recoverable amount. No reasonably possible change in the pre-tax discount rate or long-term growth rate would lead to an impairment and
accordingly these sensitivities have not been provided.
Year ended 30 November 2023
The decision by management to separately monitor the results of the Consortium and TTS brands in June 2023 required that goodwill
previously monitored at the RM Resources CGU level was required to be allocated between Consortium and TTS. Consequently, goodwill of
£10,575,000 was allocated to RM Consortium and the remaining goodwill of £31,633,000 was allocated to RM TTS.
Management performed an impairment review which resulted in the goodwill allocated to RM Consortium being fully impaired.
The table below shows key assumptions used in the value-in-use calculations for the year ended 30 November 2023:
   
   
RM
 
RM TTS
Assessment
Pre-tax discount rate
14.2%
14.2%
Long-term growth rate
2.4%
2.4%
RM TTS
If the long-term growth rate reduced by 0.18% (i.e. a long-term growth rate of 2.22%) or if a pre-tax discount rate increased by 0.2% (i.e.
a pre-tax discount rate of 14.4%), the headroom would be eliminated. The FY24 cash flow assumption used in the impairment model is
£6.0m. A reduction of 1.6% would erode headroom.
01
02
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169
15. Other intangible assets
   
     
Intellectual
     
     
property and
 
Other
 
 
Customer
 
database
Website
software
 
 
relationships
Brands
assets
platform
assets
Total
 
£000
£000
£000
£000
£000
£000
Cost
           
At 1 December 2022
2,352
18,066
3,041
1,324
17,833
42,616
Additions
457
457
Transfers between categories
144
(144)
(90)
(90)
Foreign currency translation
(126)
(146)
(15)
(287)
Disposals
(735)
(215)
(1,324)
(130)
(2,404)
At 30 November 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
Accumulated depreciation and
           
impairment
           
At 1 December 2022
1,924
6,697
1,157
1,323
6,005
17,106
Charge for the year
224
1,206
260
996
2,686
Transfer between categories
(90)
(90)
Impairment charge
10,307
7,482
17,789
Foreign currency translation
(63)
(73)
(14)
(150)
Disposals
(735)
(215)
(1,323)
(2,273)
At 30 November 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
Carrying amount
           
At 30 November 2024
1,156
5,662
6,818
At 30 November 2023
141
1,407
3,676
5,224
The total amortisation in the year from internally generated intangibles amounts to £0.1m (2023: £1.0m).
Substantially all of the carrying value of other software assets relates to the Global Accreditation Platform which is under construction and
therefore has not begun amortisation.
In 2023, following the announcement of the closure of the Consortium business and the subsequent termination of the ERP replacement
programme, management performed an impairment review resulting in the impairment of £10,307,000 of Consortium brand intangible
assets and £7,482,000 of associated software assets arising from the consequent termination of the Group’s ERP programme (see Note 6).
As a result, the carrying amount of other intangible assets in the RM Consortium business at 30 November 2023 was £nil.
Notes to the
continued
financial statements
170
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16. Property, plant and equipment
   
   
Plant,
     
 
Short leasehold
equipment
Computer
   
 
improvements
and fixtures
equipment
Vehicles
Total
Group
£000
£000
£000
£000
£000
Cost
         
At 1 December 2022
11,614
12,825
9,291
147
33,877
Additions
19
572
168
19
778
Transfers between categories
(81)
13
57
16
5
Foreign currency translation
(45)
(47)
(105)
(8)
(205)
Disposals
(130)
(84)
(64)
(83)
(361)
At 30 November 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
Accumulated depreciation
         
At 1 December 2022
4,360
5,310
8,181
134
17,985
Charge for the year
665
1,348
428
7
2,448
Impairment charge
501
5,380
5,881
Transfers between categories
2
(74)
79
(3)
4
Foreign currency translation
(45)
(44)
(82)
(6)
(177)
Disposals
(130)
(83)
(64)
(41)
(318)
At 30 November 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
Carrying amount
         
At 30 November 2024
5,549
1,010
690
7,249
At 30 November 2023
6,024
1,442
805
8,271
In 2023, following the Group’s decision to close the RM Consortium business, the Group impaired the value of RM Consortium assets
by £5,881,000 (see Note 6). As a result, the carrying amount of property, plant and equipment in the RM Consortium business at
30 November 2023 was £nil.
01
02
03
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171
17. Right-of-use assets and leases
 
Land and
Plant and
   
 
buildings
equipment
Vehicles
Total
Group
£000
£000
£000
£000
Cost
       
At 1 December 2022
20,213
2,380
254
22,847
Additions
1,238
1,238
Remeasurements
164
88
(7)
245
Disposals
(186)
(406)
(96)
(688)
At 30 November 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
Accumulated depreciation and impairment
       
At 1 December 2022
5,360
927
196
6,483
Charge for the year
2,579
602
54
3,235
Remeasurements
189
75
(9)
255
Disposals
(104)
(406)
(96)
(606)
At 30 November 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
Carrying amount
       
At 30 November 2024
11,326
687
1
12,014
At 30 November 2023
13,405
864
6
14,275
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 2024 of £10.0m (2023: £10.7m). The warehouse is used by RM TTS.
The lease liabilities included on the Group balance sheet are:
 
2024
2023
Group
£000
£000
Current
2,152
2,194
Non-current
12,816
14,297
 
14,968
16,491
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
172
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18. Investments in subsidiary undertakings
The subsidiary undertakings of the Company at 30 November 2024 were:
   
   
Country of
   
Name
Principal activity
incorporation
Class of share
% Held
RM Education Limited
Software, services and systems
England
Ordinary
100%
RM Educational Resources Limited
Resource supply
England
Ordinary
100%
 
Software and corporate
     
RM Education Solutions India Private Limited
1
services
India
Ordinary
100%
RM Pension Scheme Trustee Limited
Corporate Trustee
England
Ordinary
100%
RM PLC Australia Pty Limited
Holding company
Australia
Ordinary
100%
SoNET Systems Pty Limited
1
Software
Australia
Ordinary
100%
RM Education Research Machines Limited
Dormant
England
Ordinary
100%
RM Education Holdings Limited
Dormant
England
Ordinary
100%
TTS Group Limited
Dormant
England
Ordinary
100%
1
Held through subsidiary undertaking.
All UK subsidiary companies are registered at 142B Park Drive, Milton Park, Abingdon, Oxfordshire OX14 4SE.
RM Education Solutions India Private Limited is registered at Unit No.8A, Carnival Techno Park Technopark, Kariyavattom, PO Trivandrum,
Thiruvananthapuram, Kerala 695581, India.
RM PLC Australia Pty Limited and SoNET Systems Pty Limited are registered at 179 Queen Street, Melbourne, Victoria, VIC 3000, Australia.
The investment in subsidiary undertakings comprises:
   
   
Capital
 
   
contribution
 
 
Investment in
share-based
 
 
share capital
payments
Total
Company
£000
£000
£000
Cost
     
At 1 December 2022
112,470
14,000
126,470
Share-based payments
(365)
(365)
At 30 November 2023
112,470
13,635
126,105
Share-based payments
644
644
At 30 November 2024
112,470
14,279
126,749
Accumulated impairment
     
At 1 December 2022
 
Impairment charge
68,153
68,153
At 30 November 2023
68,153
68,153
Impairment charge
1,911
1,288
3,199
At 30 November 2024
70,064
1,288
71,352
Carrying value
     
At 30 November 2024
42,406
12,991
55,397
At 30 November 2023
44,317
13,635
57,952
Following an impairment review at 30 November 2024, the Company has 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 (2023: charge of £68,153,000).
The remaining carrying value at 30 November 2024 entirely relates to the Company’s investment in RM Education Limited (comprising the
RM Assessment and RM Technology divisions).
01
02
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173
continued
18. Investments in subsidiary undertakings
The recoverable amounts of the investments in subsidiary undertakings 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
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 that align to market growth and
inflation expectations.
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. Adjustments are then made to reflect an equity valuation.
A £0.5m reversal of the impairment would be caused by a 0.7% increase in cashflows, a 0.17% reduction in the discount rate, or a 0.22%
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
   
 
2024
2023
Group
£000
£000
Finished goods
15,190
13,959
Inventories are stated net of write-downs of £377,000 (2023: £1,111,000).
20. Trade and other receivables
   
 
Group
Company
 
2024
2023
2024
2023
 
£000
£000
£000
£000
Current assets
       
Financial assets
       
Trade receivables
12,045
21,207
Other receivables
766
1,160
Derivative financial assets
22
Accrued income from customer contracts
3,563
2,860
 
16,396
25,227
Non-financial assets
       
Prepayments
5,327
7,106
111
267
 
21,723
32,333
111
267
Non-current assets
       
Financial assets
       
Other receivables
245
240
Total non-current assets
245
240
Total trade and other receivables
21,968
32,573
111
267
Currency profile of receivables
       
Pounds Sterling
18,279
28,389
111
267
US Dollar
2,099
2,404
Australian Dollar
150
200
Euro
34
135
Indian Rupee
642
574
Singapore Dollar
415
130
Other
349
741
 
21,968
32,573
111
267
Notes to the
continued
financial statements
continued
20. Trade and other receivables
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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 relates 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
2024
2023
Group
£000
£000
Government
8,188
13,254
Commercial
7,420
10,813
At 30 November
15,608
24,067
Trade receivables included an allowance for expected credit losses at 30 November 2024 of £429,000 (2023: £1,424,000), 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
2024
2023
Group
£000
£000
At 1 December
1,424
1,859
Expected credit losses provided/(unwound)
147
(840)
Amounts written off in the year
(1,142)
405
At 30 November
429
1,424
No expected credit losses have been recognised on accrued income as the probability of default is considered insignificant.
Ageing of trade receivables
2024
2023
Trade
Trade
receivables
Allowance
Net
receivables
Allowance
Net
Group
£000
£000
£000
£000
£000
£000
Not past due
8,481
(74)
8,407
15,190
(239)
14,951
Overdue by less than 60 days
2,635
2,635
4,931
(1)
4,930
Overdue by between 60 and 90 days
628
(99)
529
732
(88)
644
Overdue by between 90 and 180 days
513
(187)
326
938
(329)
609
Overdue by more than 180 days
217
(69)
148
840
(767)
73
12,474
(429)
12,045
22,631
(1,424)
21,207
The following table shows the movements in trade receivables in the year:
2024
2023
Group
£000
£000
At 1 December
21,207
24,441
Amounts billed to customers in the period:
Net
167,509
194,969
Sales tax
25,562
30,510
Cash received
(203,228)
(228,278)
Movement in provision
(147)
(840)
Written off
1,142
405
At 30 November
12,045
21,207
01
02
03
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175
continued
20. Trade and other receivables
Impairment of intercompany receivables – Company accounts
At 30 November 2024, amounts owed by group undertakings amounted to £8,086,000 and were fully impaired (2023: £7,810,000 fully
impaired). The £276,000 increase in impairment is recognised as a charge in the Company’s Income Statement.
Movements in customer contract balances
The following table shows the movements in customer contract balances and the performance obligations satisfied in the year:
   
     
Total customer
Contract
 
Accrued
Deferred
contract
fulfilment
 
income
income
balance
asset
Group
£000
£000
£000
£000
At 1 December 2022
2,288
(14,624)
(12,336)
3,440
Amounts subsequently billed to customers in the period
(2,288)
(2,288)
Performance obligations satisfied (invoiced and deferred in prior periods)
11,163
11,163
Revenue recognised but not invoiced in the period
2,860
2,860
Amounts billed to customers for which revenue will be recognised in later
       
periods
(11,450)
(11,450)
New contract fulfilment costs incurred
2,981
New contract fulfilment assets amortised in line with performance
       
obligations satisfied
(2,322)
Disposal of contract asset
(77)
Written off
108
108
Impact of foreign exchange
48
48
(114)
At 30 November 2023
2,860
(14,755)
(11,895)
3,908
Amounts subsequently billed to customers in the period
(2,631)
(2,631)
Performance obligations satisfied (invoiced and deferred in prior periods)
10,374
10,374
Revenue recognised but not invoiced in the period
3,334
3,334
Amounts billed to customers for which revenue will be recognised in later
       
periods
(11,491)
(11,491)
Transfer from other intangible assets
3,882
Transfer to other intangible assets
(952)
New contract fulfilment costs incurred
4,394
New contract fulfilment assets amortised in line with performance
       
obligations satisfied
(2,470)
Written off
45
45
Impact of foreign exchange
15
15
(192)
At 30 November 2024
3,563
(15,812)
(12,249)
8,570
The above tables have been represented in order to provide a clearer presentation of the movement analysis for brought forward trade
receivables, accrued income, deferred revenue, and contract fulfilment assets.
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.
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
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21. Contract fulfilment assets
   
2024
2023
Group
Note
£000
£000
At 1 December
 
3,908
3,440
Additions
 
4,394
2,981
Transfer from intangible assets
15
3,882
Transfer to intangible assets
15
(952)
Amortised in the period
 
(2,470)
(2,322)
Disposed
 
(77)
Foreign exchange
 
(192)
(114)
At 30 November
 
8,570
3,908
Analysed by
     
Current
 
2,909
1,949
Non-current
 
5,661
1,959
At 30 November
 
8,570
3,908
Contract fulfilment assets represent investment in contracts that are recoverable and are expected to provide benefits over the life of the
contract.
22. Trade and other payables
 
Group
Company
 
2024
2023
2024
2023
 
£000
£000
£000
£000
Current liabilities
       
Financial liabilities
       
Trade payables
13,748
16,441
Lease liabilities
2,152
2,194
Other payables
3,224
2,757
Derivative financial instruments
278
Accruals
7,340
7,708
109
214
Amounts owed to Group undertakings
38,260
30,913
 
26,464
29,378
38,369
31,127
Non-financial liabilities
       
Other taxation and social security
3,206
4,702
Deferred income from customer contracts
12,227
12,292
 
41,897
46,372
38,369
31,127
Non-current liabilities
       
Financial liabilities
       
Lease liabilities
       
– due after one year but within two years
1,676
1,819
– due after two years but within five years
3,849
4,107
– after five years
7,291
8,371
 
12,816
14,297
Non-financial liabilities
       
Deferred income from customer contracts
       
– due after one year but within two years
1,447
1,027
– due after two years but within five years
2,138
1,436
 
16,401
16,760
 
58,298
63,132
38,369
31,127
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177
continued
22. Trade and other payables
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
 
2024
2023
2024
2023
 
£000
£000
£000
£000
Pound Sterling
47,525
55,939
38,369
31,127
US Dollar
5,254
4,234
Australian Dollar
775
567
Indian Rupee
2,134
798
Other
2,610
1,594
 
58,298
63,132
38,369
31,127
23. Provisions
   
   
Employee-
   
   
related
Contract risk
 
 
Dilapidations
restructuring
provisions
Total
Group
£000
£000
£000
£000
At 1 December 2022
1,271
210
1,327
2,808
Increase in provisions
978
2,322
1,498
4,798
Utilisation of provisions
(27)
(1,716)
(1,160)
(2,903)
Reclassification of provision
1
(30)
(30)
Release of provisions
(18)
(18)
Unwinding of discount on provisions
89
89
Foreign exchange
(1)
(1)
(2)
At 30 November 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
1
Contract risk provisions at 1 December 2022 included a TUPE unfunded pension-related balance of £30,000. As set out in Note 24, these balances were transferred to
defined benefit pension scheme obligations during the year ended 30 November 2023.
Dilapidations provisions are based on reports from appropriately qualified third-party experts. Of the £2.6m total dilapidations provisions at
30 November 2024, £1.5m is expected to be utilised in 2025 and the remaining £1.1m between 2026 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 2025.
Contract risk provisions includes items not covered by any other category of which the majority relates to provisions for onerous IT
licence contracts, which decreased as provisions recognised in the prior year, following the Group’s decision to cease trading in the RM
Consortium business, were utilised.
Disclosure of provisions
   
 
2024
2023
Group
£000
£000
Current liabilities
1,972
2,993
Non-current liabilities
1,243
1,749
 
3,215
4,742
Notes to the
continued
financial statements
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Annual report and financial statements 2024
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 £2,041,000 (2023: £2,068,000)
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 a limited company. Directors of the Trustee
company are appointed by RM Education Limited and by members. 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.
An actuarial valuation of scheme assets and the present value of the defined benefit obligation was carried out for statutory funding
purposes at 31 May 2021 by a qualified independent actuary. IAS 19 Employee Benefits (revised) liabilities at 30 November 2024 have been
rolled forward based on this valuation’s base data.
As at 31 May 2021, the triennial valuation for statutory funding purposes showed a deficit of £15,386,000. The Group agreed with the
Scheme Trustees that it would repay this amount via deficit catch-up payments of £3,200,000 per annum until 31 December 2024. Deficit
catch-up payments of £707,000 remained to be paid at 30 November 2024 and were settled following the year end. The 31 May 2024
triennial valuation was approved in March 2025, with the previous scheme deficit becoming a technical surplus. No further deficit recovery
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.
An actuarial valuation of scheme assets and the present value of the defined benefit obligation was carried out for statutory funding
purposes at 31 May 2021 by a qualified independent actuary. IAS 19 Employee Benefits (revised) liabilities at 30 November 2024 have been
rolled forward based on this valuation’s base data.
As at 31 May 2021, the triennial valuation for statutory funding purposes showed a deficit of £6,240,000. The Group agreed with the
Scheme Trustees that it will repay this amount via deficit catch-up payments of £1,200,000 per annum until 31 December 2026. The
31 May 2024 triennial valuation was approved in March 2025, with the previous scheme deficit becoming a technical surplus. The deficit
recovery payments set by the 31 May 2021 valuation, of £1,200,000 per annum until the end of 2026, will continue but no further recovery
payments will be required after that date.
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 2021. 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 2021 was a surplus
of £71,800.
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Annual report and financial statements 2024
179
continued
24. Pension schemes
Local Government Pension Schemes
The Group has TUPE employees who retain membership of Local Government Pension Schemes. The Group is required to pay regular
contributions as decided by the relevant scheme actuary and as detailed in each scheme’s schedule of contributions, which are calculated
every three years as part of a triennial valuation. Many of these schemes have a customer contractual guarantee whereby the Group
reimburses any deficit when it ceases to be a participating employer. The Group is not the main sponsoring employer in these schemes
and therefore does not have an unconditional right to recover surpluses, either during the life of the scheme, when all the members have
left the plan, or on a plan wind-up. Similarly, the Group is not liable for other entities’ obligations in these schemes.
The Group makes payments to these schemes for current service costs in accordance with its contractual obligations. The amount due in
respect of these schemes at 30 November 2024 was £50,000 (2023: £62,000).
Amounts recognised in the Income Statement and in the Statement of Comprehensive Income
Year ended
Year ended
30 November
30 November
2024
2023
Group
Note
£000
£000
Current service cost
(69)
Past service cost (see Note 6)
(300)
Administrative expenses
(27)
(6)
Operating expense
(327)
(75)
Interest cost
(8,763)
(8,269)
Interest on scheme assets
9,510
9,360
Net interest income
8, 9
747
1,091
Income recognised in the Income Statement
420
1,016
Effect of changes in demographic assumptions
354
3,400
Effect of changes in financial assumptions
(73)
23,820
Effect of experience adjustments
1,673
(6,152)
Total actuarial gains
1,954
21,068
Return on scheme assets excluding interest on scheme assets
1,439
(36,839)
Reversal of historical payment accrual
367
Income/(expense) recognised in the Statement of Comprehensive Income
3,760
(15,771)
Notes to the
continued
financial statements
180
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Annual report and financial statements 2024
continued
24. Pension schemes
Reconciliation of the scheme assets and obligations through the year
Local
Government
RM
CARE
Platinum
Pension
Scheme
Scheme
1
Scheme
Schemes
Total
£000
£000
£000
£000
£000
Assets:
At 1 December 2022
197,344
13,293
2,005
212,642
Interest on scheme assets
8,670
602
88
9,360
Return on scheme assets, excluding interest on
scheme assets
(34,841)
(1,721)
(277)
(36,839)
Administrative expenses
(6)
(6)
Contributions from Group
3,200
1,216
80
4,496
Benefits paid
(3,827)
(725)
(16)
(4,568)
At 30 November 2023
170,546
12,665
1,874
185,085
Interest on scheme assets
8,748
666
96
9,510
Return on scheme assets, excluding interest on
scheme assets
1,064
391
(16)
1,439
Administrative expenses
(27)
(27)
Contributions from Group
3,027
1,215
28
4,270
Benefits paid
(4,405)
(657)
(18)
(5,080)
At 30 November 2024
178,980
14,280
1,937
195,197
Obligations:
At 1 December 2022
(174,026)
(14,647)
(1,364)
(190,037)
Reclassification of provision
2
(30)
(30)
Interest cost
(7,574)
(636)
(59)
(8,269)
Actuarial gains
19,386
1,512
170
21,068
Benefits paid
3,827
725
16
4,568
At 30 November 2023
(158,387)
(13,046)
(1,237)
(30)
(172,700)
Past service cost
(300)
(300)
Interest cost
(8,045)
(655)
(63)
(8,763)
Actuarial gains/(losses)
2,064
(129)
19
1,954
Benefits paid
4,405
657
18
5,080
At 30 November 2024
(160,263)
(13,173)
(1,263)
(30)
(174,729)
Net pension surplus/(deficit)
At 30 November 2024
Pension deficit
(30)
(30)
Pension surplus
18,717
1,107
674
20,498
Net pension surplus/(deficit)
18,717
1,107
674
(30)
20,468
At 30 November 2023
Pension deficit
(381)
(30)
(411)
Pension surplus
12,159
637
12,796
Net pension surplus/(deficit)
12,159
(381)
637
(30)
12,385
1
Included within the CARE Scheme obligations at 30 November 2024 is an unfunded liability of £85,000 (2023: £88,000) which is a liability of the Group and not the
scheme.
2
The Local Government Pension Scheme unfunded liability position at 1 December 2022 was previously included in provisions (see Note 23 for details) but was
transferred to defined benefit pension scheme obligations during the year ended 30 November 2023.
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.
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Annual report and financial statements 2024
181
continued
24. Pension schemes
Reconciliation of net defined benefit obligation
Year ended
Year ended
30 November
30 November
2024
2023
Group
£000
£000
Net pension surplus at 1 December
12,385
22,605
Reclassification of provision
1
(30)
Past service cost
(300)
Net interest income included in the Income Statement
747
1,091
Administrative expenses included in the Income Statement
(27)
(6)
Scheme remeasurements included in the Statement of Comprehensive Income (excluding historical
adjustment)
3,393
(15,771)
Cash contribution
4,270
4,496
Net pension surplus at 30 November
20,468
12,385
1
The Local Government Pension Scheme unfunded liability position at 1 December 2022 was previously included in provisions (see Note 23 for details) but was
transferred to defined benefit pension scheme obligations during the year ended 30 November 2023 as it is estimated on an IAS 19 basis.
Obligation by participant status
At
At
30 November
30 November
2024
2023
Group
£000
£000
Vested deferreds
124,879
133,122
Retirees
49,820
39,548
Local Government Pension Schemes obligations
30
30
174,729
172,700
Value of scheme assets
At
At
30 November
30 November
2023
2024
(restated
1
)
Group
Fair value hierarchy
£000
£000
Cash and cash equivalents, including escrow
Level 1
1,408
3,264
Equity instruments
Level 2
68,206
76,546
Equity instruments – pooled investment vehicle
Level 3
2,132
2,230
Debt instruments
Level 2
2,019
2,496
Liability driven investments
Level 2
104,415
83,339
Insurance contract
Level 3
17,017
17,210
195,197
185,085
1
The analysis of scheme assets at 30 November 2023 has been restated to show amounts on a comparable basis to 30 November 2024.
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 £17.0m
at 30 November 2024 (2023: £17.2m). 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 2024.
Notes to the
continued
financial statements
182
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|
Annual report and financial statements 2024
continued
24. Pension schemes
Significant actuarial assumptions
Year ended
Year ended
Group
30 November 2024
30 November 2023
Discount rate (RM Scheme)
5.15%
5.15%
Discount rate (CARE Scheme)
5.10%
5.15%
Discount rate (Platinum Scheme)
5.15%
5.10%
Rate of RPI price inflation (RM Scheme)
3.10%
3.10%
Rate of RPI price inflation (CARE Scheme)
3.15%
3.15%
Rate of RPI price inflation (Platinum Scheme)
3.05%
3.10%
Rate of CPI price inflation – period before 1 January 2030
2.20%
2.10%
Rate of CPI price inflation – period after 1 January 2030
3.10%
3.10%
Rate of pensions increases based on RPI with 5% cap (RM Scheme)
2.90%
2.90%
Rate of pensions increases based on RPI with 5% cap (CARE Scheme)
2.95%
2.95%
Rate of pensions increases based on RPI with 2.5% cap
1.95%
1.95%
Mortality base table (RM and CARE Schemes)
S4PA
S3PA
Mortality base table (Platinum Scheme)
S3PA
S3PA
Future longevity improvements
CMI 2023 with 1.00%
CMI 2022 with 1.00%
long-term improvement,
long-term improvement,
2020 and 2021 weight
2020 and 2021 weight
parameters of 0%, 2022 and
parameters of 10%,
2023 of 100%
2022 of 35%
Weighted average duration of defined benefit obligation
16 years
16 years
Assumed life expectancy on retirement at age 65:
Retiring at the accounting date (male member aged 65)
20.7
21.0
Retiring 20 years after the accounting date (male member aged 45)
21.6
21.9
Expected cash flows
Year ended
Year ended
Group
30 November 2024
30 November 2023
Expected employer contributions for the following year ended
30 November
1,907
4,400
Expected total benefit payments
Year 1
5,208
4,661
Year 2
5,359
4,926
Year 3
5,514
5,224
Year 4
5,674
5,762
Year 5
5,839
6,299
Years 6 – 10
31,835
37,603
The Group has agreed with the Trustee of the RM and CARE Schemes to provide the schemes with a second ranking fixed and floating
charge over the shares of all obligor companies (except for RM plc) and a payment of £0.5m each at bi-annual intervals starting in August
2023 which is contingent upon the adjusted debt leverage ratio being less than 3.2x at that date. The definition of adjusted leverage
is aligned to the banking facility as set out in Note 25. No such payments were made during the years ended 30 November 2023 or
30 November 2024 because the Group remained above the threshold for the adjusted debt leverage ratio.
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Financials
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Annual report and financial statements 2024
183
continued
24. Pension schemes
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 0.1% movement in discount rate, a 0.1% movement in RPI and a one-
year increase in life expectancy.
   
 
At 30 November 2024
   
Discount rate
Discount rate
RPI
RPI
Life
 
Base
-0.1%
+0.1%
-0.1%
+0.1%
+1year
Group
£m
£m
£m
£m
£m
£m
Analysis of net balance sheet position
           
Fair value of scheme assets
195.2
195.2
195.2
195.2
195.2
195.2
Present value of scheme obligations
(174.7)
(177.5)
(172.1)
(172.8)
(176.8)
(179.3)
Net pension surplus
20.5
17.7
23.1
22.4
18.4
15.9
Actuarial assumptions
           
Discount rate (RM Scheme)
5.15%
5.05%
5.25%
5.15%
5.15%
5.15%
Discount rate (CARE Scheme)
5.10%
5.00%
5.20%
5.10%
5.10%
5.10%
Discount rate (Platinum Scheme)
5.15%
5.05%
5.25%
5.15%
5.15%
5.15%
Rate of RPI
3.10%
3.10%
3.10%
3.00%
3.20%
3.10%
Rate of CPI
2.20%
2.20%
2.20%
2.10%
2.30%
2.20%
Implications of Court of Appeal ruling of Virgin Media Ltd vs NTL Pension Trustees II Ltd case
On 16 June 2023, the High Court handed down its decision in the Virgin Media Ltd vs 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 have engaged legal advisers to undertake an initial review of amendments to the schemes
within the relevant time period.
The review has identified a number of amendments which required section 37 confirmations, and the
Company is awaiting confirmation as to whether the required actuarial input was obtained, and a section 37 certification communicated.
Accordingly, there remains additional uncertainty over the measurement of the defined benefit obligation in that regard.
As it is too early at
present to estimate the potential impact, if any, on the Scheme, 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
184
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Annual report and financial statements 2024
25. Borrowings
   
 
2024
2023
Group and Company
£000
£000
Bank loan
57,000
55,000
Less capitalised fees
(1,476)
(1,349)
Borrowings
55,524
53,651
The borrowings in the year and details of the facility are detailed in Note 31.
At 30 November 2024, the Group had drawn down £57.0m (2023: £55.0m) 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 £771,000 (2023: £141,000) relates to the unamortised previous facility agreement and £705,000 (2023: £1,208,000) 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 2026. 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 were reset as follows:
A quarterly LTM EBITDA (excluding discontinued operations and Consortium) covenant test from February 2024 to November
2025, which is then replaced by a quarterly EBITDA leverage and interest cover tests, which are required to be below and above 4x,
respectively, from February 2026; 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, with a step-down period applying from
15 September 2024 to 24 October 2024 and 1 January 2025 to 21 March 2025, during which the minimum liquidity requirement is
reduced from £7.5m to £5.0m. The extra £2.5m liquidity for the first step-down period from 15 September 2024 to 24 October 2024 was
not utilised.
The Group operated within its existing financial covenants during 2024. At the end of November 2024, the minimum EBITDA covenant
required was £6.1m versus EBITDA of £13.1m. After the year end, as the Group forecast that it would not meet the quarterly EBITDA
leverage and interest cover covenants for the quarters ended 28 February 2026 and 31 May 2026, the Group agreed with its lenders to
replace these with a restitution of the LTM EBITDA covenant for those two quarters, at £10.8m and £11.8m respectively. During 2024, 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 additional meetings were therefore requested by the lenders.
26. Share capital
   
 
Ordinary shares of 2
2
/
7
p
Group and Company
Number 000
£000
Authorised, allotted, called-up and fully paid:
   
At 1 December 2022, 30 November 2023 and 30 November 2024
83,875
1,917
The valuation of the shares is weighted average cost. Ordinary shares issued carry no right to fixed income.
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
£000
At 1 December 2022, 30 November 2023 and 30 November 2024
619
444
The valuation of the shares is weighted average cost.
The maximum number of own shares held in the year was 618,796 (2023: 618,796).
01
02
03
Financials
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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.
During the year ended 30 November 2024, three (2023: three) awards were made under the PSP Scheme. The total share-based payments
charge/(credit) was:
   
 
Year ended
Year ended
 
30 November
30 November
 
2024
2023
 
£000
£000
Equity-settled share-based payment charge/(credit)
644
(364)
The movements in the number of share options are:
   
 
Year ended
Year ended
 
30 November
30 November
 
2024
2023
 
Number
Number
Outstanding at the start of the year
2,467,388
1,737,248
Granted during the year
3,285,777
2,346,640
Lapsed during the year
(310,377)
(1,616,500)
Outstanding at the end of the year
5,442,788
2,467,388
Exercisable at the end of the year
Nil
Nil
Weighted average remaining contractual life
8.9 years
9.1 years
Weighted average fair value of options granted
£0.47
£0.49
All awards are in the form of nil-cost options and so have an exercise price of £nil (2023: £nil).
The options granted are valued using a Monte-Carlo model. The principal assumptions used in these valuations were:
   
 
Year ended
Year ended
 
30 November
30 November
 
2024
2023
Range of share price at date of grant
£0.54 to £0.86
£0.62 to £0.84
Volatility
74% to 76%
79%
Risk-free rate
4.1% to 4.2%
3.3% to 4.9%
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
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30. Capital commitments
At 30 November 2024, capital expenditure contracted for but not recognised as a liability amounted to £nil (2023: £nil).
31. Financial risk management
   
 
Group
Company
 
2024
2023
2024
2023
 
£000
£000
£000
£000
Financial assets
       
Trade and other receivables – current
16,396
25,227
Trade and other receivables – non-current
245
240
Cash and short-term deposits
8,196
8,062
 
24,837
33,529
Financial liabilities
       
Trade and other payables – current
(26,464)
(29,378)
(38,369)
(31,127)
Trade and other payables – non-current
(12,816)
(14,297)
Bank overdrafts
(4,325)
Bank loans/borrowings
(55,524)
(53,651)
(55,524)
(53,651)
 
(99,129)
(97,326)
(93,893)
(84,778)
All assets and liabilities classified as financial assets and financial liabilities are held at amortised cost except for forward foreign exchange
contracts of £22,000 asset (2023: £278,000 liability) 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
   
   
2024
 
2023
 
Borrowings
Lease liabilities
Borrowings
Lease liabilities
 
£000
£000
£000
£000
At 1 December
53,651
16,491
48,728
19,142
Cash movements
       
Drawdown of borrowings
8,000
30,167
Repayment of borrowings
(6,000)
(24,167)
Borrowing facilities arrangement and commitment fees
(1,040)
(1,716)
Interest paid
(5,165)
(4,955)
Payment of leasing liabilities
(3,373)
(3,510)
Non-cash movements
       
Interest and other finance costs
6,078
315
5,724
330
New leases
1,173
490
Lease modifications
362
126
Lease break exercised
(87)
Other
(130)
 
55,524
14,968
53,651
16,491
01
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continued
31. Financial risk management
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 these risks, the Group enters into derivative transactions in the form of forward foreign currency contracts. To manage
the US Dollar to Pounds Sterling risk, the forward foreign currency contracts purchased are designed to cover a range of 25% to 90% of
forecast currency denominated purchases and the contracts are set up to provide coverage over future fixed price periods, typically up to
12 months. 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.
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 Rupees for the whole year and up to August 2024 for US Dollars.
The total amount of outstanding forward foreign exchange contracts to which the Group was committed was:
   
 
At 30 November 2024
   
Forward
Forward
Mark-to-
 
   
contract value
contract value
market value
Fair value
Currency
Contract type
Currency 000
£000
£000
£000
Indian Rupee
Buy
721,000
(6,640)
(6,662)
22
     
(6,640)
(6,662)
22
   
 
At 30 November 2023
   
Forward
Forward
Mark-to-
 
   
contract value
contract value
market value
Fair value
Currency
Contract type
Currency 000
£000
£000
£000
US Dollar
Buy
3,450
(2,764)
(2,726)
(38)
Indian Rupee
Buy
961,000
(9,287)
(9,047)
(240)
     
(12,051)
(11,773)
(278)
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 £6,640,000 (2023: £12,051,000) and fair value of £22,000
asset (2023: £278,000 liability) 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 credit of £424,000 (2023:
debit of £130,000) which has been recognised in other comprehensive income and presented in the hedging reserve in equity.
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 2024 or at 30 November 2023.
All Indian Rupee forward contracts are non-deliverable and are settled on a net basis.
Notes to the
continued
financial statements
188
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Annual report and financial statements 2024
continued
31. Financial risk management
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:
   
 
At 30 November 2024
At 30 November 2023
 
Nominal value
Fair value
Nominal value
Fair value
Group
£000
£000
£000
£000
Forward foreign exchange contracts
6,640
22
12,051
(278)
Sensitivity
   
 
At 30 November 2024
At 30 November 2023
 
Income
Equity
Income
Equity
Group
£000
£000
£000
£000
10% increase in foreign exchange rates against Pounds Sterling:
       
US Dollar
287
169
(3)
Australian Dollar
2
(684)
Indian Rupee
71
(2)
190
(22)
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 £53.8m (2023: £55.0m) and the maximum borrowings position was £60.7m (2023: £64.8m).
At 30 November 2023, the Group had a £70.0m committed revolving credit facility with HSBC Bank plc and Barclays Bank plc to July
2025, 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 2026. 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. Further amendments to the
covenants were made in March 2025, which have been reset as follows:
A quarterly LTM EBITDA (excluding discontinued operations) covenant test from February 2024 to May 2026; 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, with a step-down period applying from 15 September
to 24 October 2024, 1 January to 21 March 2025, 1 August to 17 October 2025 and 1 January to 21 March 2026, during which the
minimum liquidity requirement is reduced from £7.5m to £5.0m.
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 4.10% (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 £473,000
(2023: £379,000) and independent business review fees and costs of £566,000 (2023: £1,355,000) were paid in 2024. The fees are
recognised in the Consolidated Income Statement on an effective interest rate basis over the duration of the facility.
01
02
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continued
31. Financial risk management
Financial covenants from May 2023 to November 2025 were on a rolling 12-months minimum EBITDA basis, with the Group receiving
waivers in respect of the quarters ended 31 August 2023 and 30 November 2023. Following amendment to the facility in March 2025,
this minimum EBITDA covenant continues until the quarter ended 31 May 2026. At 30 November 2024 the minimum EBITDA covenant
required was £6.1m versus actual EBITDA of £13.1m. The £57.0m drawn down at 30 November 2024 is not contractually due for
repayment until July 2026.
The interest and currency profile of bank loans and cash and cash equivalents is shown below:
   
 
2024
2023
 
Floating rate
Interest free
Total
Floating rate
Interest free
Total
Group
£000
£000
£000
£000
£000
£000
Pounds Sterling
5,830
5,830
2,304
2,153
4,457
US Dollar
471
471
10
2,529
2,539
Euro
185
185
329
329
Indian Rupee
535
535
238
238
Singapore Dollar
148
148
210
210
Australian Dollar
810
810
281
5
286
New Zealand Dollar
50
50
3
3
Swedish Krona
167
167
Cash and cash equivalents
535
7,661
8,196
2,595
5,467
8,062
Bank loan – Pounds Sterling
57,000
57,000
55,000
55,000
The weighted average effective interest rates at the balance sheet date on interest bearing financial assets and liabilities were as follows:
   
 
2024
2023
   
Weighted
 
Weighted
   
average
 
average
 
Floating rate
interest rate
Floating rate
interest rate
Group
£000
%
£000
%
Financial assets
       
Cash and cash equivalents
535
0.00
2,595
0.11
Financial liabilities
       
Overdrafts
4,325
9.62
4.37
Bank loans
57,000
9.23
55,000
9.16
Interest rate sensitivity (assuming all other variables remain constant):
   
 
2024
2023
 
Income
Equity
Income
Equity
 
sensitivity
sensitivity
sensitivity
sensitivity
Group
£000
£000
£000
£000
1% increase in interest rates
(570)
(570)
(550)
(550)
1% decrease in interest rates
570
570
550
550
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
190
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Annual report and financial statements 2024
continued
31. Financial risk management
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 means
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 £57.0m at year end
and has worked with its lenders to maintain liquidity. From the quarter ended 28 February 2026, the LTM EBITDA covenant was to be
replaced by an adjusted leverage covenant and an interest cover covenant whereby the Group is required to be below 4x and above
4x respectively.
Subsequent to year end,
as the Group forecast that it would not meet these two new covenants for the quarters ended
28 February 2026 and 31 May 2026, the Group agreed with its lenders to replace these with a restitution of the LTM EBITDA covenant for
those two quarters, at £10.8m and £11.8m respectively. The Group has prepared cash flow forecasts for the period to the end of March
2026 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
 
Borrowings
 
 
Trade
Lease
Other
financial
 
and
 
At 30 November 2024
payables
liabilities
payables
instruments
Accruals
overdrafts
1
Total
Group
£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 maturity date of 5 July 2026.
   
       
Derivative
     
 
Trade
Lease
Other
financial
     
At 30 November 2023
payables
liabilities
payables
instruments
Accruals
Borrowings
1
Total
Group
£000
£000
£000
£000
£000
£000
£000
Within one year
16,441
2,194
2,757
278
7,708
5,115
34,493
Between one and two years
2,067
57,984
60,051
Between two and five years
4,672
4,672
More than five years
8,901
8,901
Total contractual cash flows
16,441
17,834
2,757
278
7,708
63,099
108,117
Carrying amount
16,441
16,491
2,757
278
7,708
53,651
97,326
1
Borrowings are detailed in Note 25, the profile for the year ended 30 November 2023 reflects the cash flows to the facility maturity date of 5 July 2025.
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.
01
02
03
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191
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
Year ended
 
30 November
30 November
 
2024
2023
Group
£000
£000
Short-term employee benefits
2,349
2,389
Post-employment benefits
68
67
Termination benefits
230
193
Share-based payment expense/(credit)
605
(288)
 
3,252
2,361
Share-based payments above include fair value charges for Executive Directors of £200,529 (2023: £102,008) in respect of awards to Mark
Cook and £81,073 (2023: £9,656) in respect of awards to Simon Goodwin and £nil (2023: credit of £359,565) in respect of awards to Neil
Martin who resigned on 16 January 2023.
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
Year ended
 
30 November
30 November
 
2024
2023
Company
£000
£000
Payments:
   
Management recharges
1,382
1,175
Net intercompany interest payable
2,052
1,048
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 purchased services with a
value of £465,512 (2023: £423,553 since his appointment on 16 January 2023) 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 no balance payable (2023: £41,040 payable).
Restore (in 2023)
Charles Bligh, a Non-Executive Director until 31 October 2023, was the CEO of Restore plc until 6 July 2023, which is a supplier to
the Group of scanning and associated services. The Group purchased services with a value of €2,302 and £1,394,017 from Restore
Digital Limited (part of the Restore plc group) between 1 December 2023 and 6 July 2023. At 30 November 2023, there was a balance
outstanding of £nil relating to these purchases. Charles was not involved in any discussions relating to the use of Restore plc.
Notes to the
continued
financial statements
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33. Re-presentation of the prior year Income Statement
The table below sets out the changes made to restate the FY23 Income Statement to present the results of RM Consortium in
discontinued operations (see Note 11).
Year ended 30 November 2023
As originally
reported
RM Consortium
Restated
Total
Re-presentation
Total
£000
£000
£000
Revenue
195,186
(19,300)
175,886
Cost of sales
(129,103)
17,468
(111,635)
Gross profit
66,083
(1,832)
64,251
Operating expenses
(74,517)
16,499
(58,018)
Reversal of expected credit loss
840
-
840
Impairment losses
(38,949)
38,949
-
(Loss)/profit from operations
(46,543)
53,616
7,073
Finance income
1,105
-
1,105
Other income
10,785
-
10,785
Finance costs
(6,585)
-
(6,585)
(Loss)/profit before tax
(41,238)
53,616
12,378
Tax
(2,070)
(7,754)
(9,824)
(Loss)/profit for the year from continuing operations
(43,308)
45,862
2,554
Profit/(loss) for the year from discontinued operations
14,204
(45,862)
(31,658)
Loss for the year
(29,104)
-
(29,104)
Earnings per ordinary share on continuing operations
- basic
(52.0)p
3.1p
- diluted
(52.0)p
3.1p
Earnings per ordinary share on discontinued operations
- basic
17.1p
(38.0)p
- diluted
17.0p
(38.0)p
Earnings per ordinary share on total operations
- basic
(34.9)p
(34.9)p
- diluted
(34.9)p
(34.9)p
34. Post balance sheet events
In March 2025, the lenders approved the following changes to the covenants that apply to the Group’s revolving credit facility:
The quarterly EBITDA leverage and interest cover tests, which were required to be below and above 4x respectively from February
2026, have been replaced by a quarterly LTM EBITDA (excluding discontinued operations) covenant test to the end of the facility in July
2026; and
Additional step-down periods applying from 1 August 2025 to 17 October 2025, and 1 January 2026 to 21 March 2026, during which the
minimum liquidity requirement under the hard liquidity covenant test is reduced from £7.5m to £5.0m.
The 31 May 2024 triennial valuation for the RM and CARE schemes was approved in March 2025, with the previous total scheme deficit
becoming a technical surplus. The deficit recovery payments set by the 31 May 2021 valuation of £4.4m per annum until the end of
2024, which then reduce to £1.2m per annum until the end of 2026, will continue but no further recovery payments will be required after
that date.
Shareholder
information
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 at www.rmplc.com. Enquiries
can be directed to Daniel Fattal, Company Secretary, at the Group
head office address or at companysecretary@rm.com.
Registrars and shareholding information
Shareholders can access the details of their holdings in RM plc via
the Shareholder Services option within the investor section of the
corporate website at www.rmplc.com. Shareholders can also make
changes to their address details and dividend mandates online. All
enquiries about individual shareholder matters should be made to
the Company’s registrar, MUFG Corporate Markets, either via email
at shareholderenquiries@cm.mpms.mufg.com or by telephone
to 0371 664 0300. Calls are charged at the standard geographic
rate and will vary by provider. Calls outside the United Kingdom
will be charged at the applicable international rate. Lines are open
between 09:00 - 17:30, Monday to Friday excluding public holidays
in England and Wales.
To help shareholders, the MUFG Corporate Markets’ Share Portal
at www.signalshares.com contains a frequently asked questions
section for shareholders.
Electronic communication
Shareholders are able to receive Company communication via
email. By registering your email address, you will receive emails
with a web link to information posted on our website. This can
include our report and accounts, notice of meetings and other
information we communicate to our shareholders.
Electronic communication brings numerous benefits, which
include helping us reduce our impact on the environment,
increased security (your documents cannot be lost in the post or
read by others) and faster notification of information and updates.
To sign up to receive e-communications go to MUFG Corporate
Markets’ Share Portal at www.signalshares.com. All you need
to register is your investor code, which can be found on your
share certificate or your dividend tax voucher. The Share Portal
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 Share Portal.
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. For
security reasons, MUFG Corporate Markets will not amalgamate
the accounts without your written consent. If you would like to
amalgamate your multiple accounts into one account, please write
to MUFG Corporate Markets.
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Financials
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
Deloitte LLP
Four Brindleyplace
Birmingham B1 2HZ
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
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The production of this report supports the work of the
Woodland Trust, the UK’s leading woodland conservation
charity. Each tree planted will grow into a vital carbon store,
helping to reduce environmental impact as well as creating
natural havens for wildlife and people.
RM plc
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01
02
03
Financials
Group head office and
registered office
142B Park Drive
Milton Park
Milton
Abingdon
Oxfordshire
OX14 4SE
RM plc’s registered number is 01749877
Telephone: +44 (0)1235 645 316
www.rmplc.com