Annual Report
and Financial Statements in the right wayHelping our customers to do the right business
Strategic Report Our Governance Financial Statements Wilmington plc Annual Report and Financial Statements 2025 2
Contents19 Review of operations
21 Key performance indicators/ operational measures
23 Stakeholder engagement and
statutory information
3 | Strategic Report | 66 | Our Governance |
4 | Financial measures and definitions | 67 | Board of Directors |
5 | Highlights & financial performance | 69 | Corporate Governance report |
8 | At a glance | 78 | Audit Committee report |
11 | Strategy | 81 | Nomination Committee report |
14 | Chair's statement | 83 | Directors' remuneration report |
16 | Chief Executive's review | 105 | Directors' report and other |
107 Statement of Directors' responsibilities
non-financial information statement | 108 | Financial Statements | |
27 | Sustainability report | 109 | Independent auditor's report |
45 | Financial review | 126 | Consolidated income statement |
49 | Risks and uncertainties facing the business | 127 | Consolidated statement of comprehensive income |
58 | TCFD disclosure | 128 | Balance sheets |
64 | Viability statement | 129 | Statements of changes in equity |
131 | Cash flow statements | ||
132 | Notes to the financial statements | ||
174 | Pro forma five year financial summary (unaudited) | ||
175 | Advisors and corporate calendar |
Strategic ReportOur Governance Financial Statements
Wilmington plc Annual Report and Financial Statements 2025 3
Investment caseResilient portfolio in large and expanding Governance, Risk and Compliance ('GRC') market
High conversion of operating profit into cash
Strongly cash generative business
conversion of operating profit into cash
107%
reflected by 107% (2024: 116%) conversion of operating profit into cash.
High proportion of recurring revenues
Consistent and sustainable
36%
revenue streams, with a focus on
subscription and membership revenue
recurring subscription and membership revenues with high renewal rates. 36%
(2024: 34%) of organic revenue is subscription and membership revenue.
Investment Case
Unique GRC platform
Powerful combination of well-recognised international
brands, serving the resilient and growing GRC market.
More than 29 years' experience.
years' experience
29+
Commitment to dividends
11.5p
total
dividend
Diverse and resilient
The resilience of our portfolio is enhanced by a diverse international customer base and low customer concentration.
Single technology platform and digital innovation
Attractive portfolio of digital-first data and information assets and innovative digital learning solutions, soon to be delivered via a scalable single technology platform.
Agile and customer-led
Purpose driven
We empower our customers to do the right business in the right way, by
providing them with a complementary range of information, and data and training and education solutions via a single technology platform. Our unique offering is underpinned by a set of core competencies that, in combination, drive sustainable value creation for our shareholders.
Strong customer-led product management culture, reinforced by agile approach to hybrid delivery formats.
Responsible business culture
Commitment to customers echoed by the responsible business culture embedded across the Group.
Strategic ReportOur Governance Financial Statements
Wilmington plc Annual Report and Financial Statements 2025 4
Financial measures and definitionsFinancial measures and definitions
In this Annual Report reference is made to adjusted results as well as the equivalent statutory measures. The Directors make use of adjusted results, which are not considered to be a substitute for or superior to IFRS measures, to provide stakeholders with a clearer understanding of the Group's performance, additional relevant information and enable an alternative comparison of performance over time.
Throughout the Annual Report businesses are grouped in the following ways:
Measure Definition
Organic revenue Revenue excluding the impact of changes in foreign currency exchange
rates and also to exclude the impact of changes in the portfolio from acquisitions and disposals. This is an adjusted measure.
Organic businesses include Bond Solon, Pendragon, Axco, FRA, Mercia, CLTI and ICA.
Ongoing Excluding the impact of businesses disposed, closed or held for sale.
Organic businesses listed above plus acquisitions starting when they joined the Group, Astutis and Phoenix Health & Safety. This is an adjusted measure.
Underlying Defined as ongoing but excluding the impact of the acquisitions, Astutis
and Phoenix Health & Safety. This is an adjusted measure.
Non-core Businesses sold or closed including Compliance Week, ICA Singapore & Malaysia. FY24 also includes MiExact results prior to disposal. This is an adjusted measure.
Adjusted results Exclude amortisation of intangible assets (excluding computer
software), impairments, other income (when material or of a significant nature) and other adjusting items. Adjusted results are reconciled to statutory measures in note 2 to the financial statements. This is an adjusted measure.
During the year there was one acquisition (Phoenix Health & Safety) and one business disposal
(Compliance Week).
COMPLIANCE WEEK
Statutory continuing/ Continuing operations/ Discontinued operations
Statutory equivalent measures refer to continuing operations under IFRS 5, the measure includes all results apart from the European Healthcare business in FY24 because it has been classified as a discontinued operation under IFRS 5, this statutory measure is different to our alternative performance measure 'ongoing' as described above. When referencing this measure, it's referred to as 'statutory continuing'
and in the notes to the financial statements, it's referred to as 'continuing operations' and European Healthcare is referred to as a discontinued operation in line with IFRS 5. These are statutory measures.
There were no IFRS 5 discontinued operations in FY25.
Strategic ReportOur Governance Financial Statements
Wilmington plc Annual Report and Financial Statements 2025 5
Highlights & financial performanceDelivering ongoing growth
Our ongoing businesses have delivered another good financial performance. Our focus on portfolio management and a continuation of the strategy to expand our positions in GRC markets has resulted in further strong revenue performance, profit growth and cash generation. Both of our recent acquisitions have seen double digit growth and margins have also continued to improve.
We have actively managed our portfolio with two acquisitions and one disposal, reflecting the Group's strategy of deepening expertise in GRC markets.
In August 2025, we agreed to acquire Conversia for €121.6m (£105m), a business operating in the Spanish GRC and regulatory compliance market. This acquisition is earnings enhancing and will extend our reach in the GRC markets and opens up new opportunities for us in the regulated Data Privacy sector. It operates in a large addressable target market, delivering high quality revenues of which greater than 70% are annually recurring.
We have had a good start to the current financial year, with revenues and profits in line with expectations and look forward to Conversia joining the Group later this year.
Mark Milner
Chief Executive