2025
Annual Report
and Financial Statements
Helping our customers
to do the right business
in the right way

Wilmington plc Annual Report and Financial Statements 2025 2
Contents
3 Strategic Report
4 Financial measures and definitions
5 Highlights & financial performance
8 At a glance
11 Strategy
14 Chair’s statement
16 Chief Executive’s review
19 Review of operations
21 Key performance indicators/
operational measures
23 Stakeholder engagement and
non-financial information statement
27 Sustainability report
45 Financial review
49 Risks and uncertainties facing
the business
58 TCFD disclosure
64 Viability statement
66 Our Governance
67 Board of Directors
69 Corporate Governance report
78 Audit Committee report
81 Nomination Committee report
83 Directors’ remuneration report
105 Directors’ report and other
statutory information
107 Statement of Directors’
responsibilities
108 Financial Statements
109 Independent auditor's report
126 Consolidated income statement
127 Consolidated statement of
comprehensive income
128 Balance sheets
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
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Wilmington plc Annual Report and Financial Statements 2025 3
Investment case
Resilient portfolio in large and expanding Governance,
Risk and Compliance (‘GRC’) market
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.
Investment Case
Unique GRC platform
Powerful combination of
well-recognised international
brands, serving the resilient and
growing GRC market.
More than 29 years’ experience.
High conversion of
operating profit into
cash
Strongly cash generative business
reflected by 107% (2024: 116%)
conversion of operating profit into cash.
High proportion of
recurring revenues
Consistent and sustainable
revenue streams, with a focus on
recurring subscription and membership
revenues with high renewal rates. 36%
(2024: 34%) of organic revenue is subscription and
membership revenue.
Commitment to
dividends
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
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.
107%
conversion of
operating profit
into cash
36%
subscription and
membership
revenue
11.5p
total
dividend
29+
years'
experience
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Wilmington plc Annual Report and Financial Statements 2025 4
Financial measures and definitions
Financial 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.
During the year there was one acquisition
(Phoenix Health & Safety) and one business disposal
(Compliance Week).
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.
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.
COMPLIANCE WEEK
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Wilmington plc Annual Report and Financial Statements 2025 5
Highlights & financial performance
Delivering 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
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Wilmington plc Annual Report and Financial Statements 2025 6
1. Ongoing – eliminating the effects of the impact of disposals, closures and businesses held for sale – see note 2; Organic – Ongoing, eliminating acquisitions and exchange rate fluctuations – see note 2.
2. Ongoing adjusted profit before tax – see note 2.
3. Ongoing adjusted basic earnings per share – see page 46; Basic earnings per share – see note 9. Total results include continuing and discontinued operations.
4. Net cash includes cash and cash equivalents, bank loans (excluding capitalised loan arrangement fees) and bank overdrafts but excludes lease liabilities – see note 28.
5. Recurring revenue – those contracted at least one year ahead.
• Strong ongoing revenue performance
• 11% revenue growth to £99.5m (2024: £89.7m) — seven of nine
businesses grew
• Double digit % revenue growth from acquired Health and Safety,
and ESG businesses
• Annual recurring
5
revenue up 5% to 36% (2024: 34%) of
Group organic revenues
• Adjusted profit before tax from ongoing businesses up 18% to £28.4m
(2024: £24.1m). Total adjusted profit before tax of £27.7m (2024: £27.6m)
• Ongoing Adjusted PBT margin up 6% to 28.5% (2024: 26.8%)
• Continued portfolio management
• Phoenix Health and Safety acquired Oct 2024
• Compliance Week sold Feb 2025
• Proposed acquisition of RegTech business Conversia
announced in Aug 2025
• US events business FRA will be marketed for sale
• Continued investment in the development of a single RegTech
platform for the Group
Highlights & financial performance continued
Financial performance
2025 2024 Change
Ongoing results
1
Revenue £99.5m £89.7m 11%
Adjusted PBT
2
£28.4m £24.1m 18%
Adjusted PBT margin 28.5% 26.8% 6%
Adjusted basic EPS
3
23.72p 19.81p 20%
Total results
Net cash excluding lease liabilities
4
£42.2m £67.8m (38%)
Total dividend 11.5p 11.3p 2%
Total adjusted PBT £27.7m £27.6m 1%
Total adjusted basic EPS 23.07p 22.96p 0%
Statutory continuing results
Revenue
£101.5m £98.3m 3%
PBT £18.4m £24.2m (24%)
Basic EPS 12.87p 19.33p (33%)
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Wilmington plc Annual Report and Financial Statements 2025 7
Highlights & financial performance continued
Total revenue for the year £’m
£101.5m
-19%
Organic revenue growth %
-1%
2024: 9%
Ongoing revenue growth %
11%
2024: 14%
2021 2022 2023 2024 2025
113.0
121.0
123.5
101.5
126.0
Total revenue £'m
Total adjusted EBITA £’m
£23.9m
-7%
Ongoing adjusted
EBITA £'m
£24.5m
+11%
Total adjusted profit before
tax margin %
27%
2024: 22%
16.6
21.6
24.1
23.9
25.6
2021 2022 2023 2024 2025
Total adjusted EBITA £'m
Total adjusted profit
before tax £’m
£27.7m
+1%
Ongoing adjusted profit
before tax £’m
£28.4m
+18%
Total profit before
tax £’m
£18.4m
2024: £48.9m
15.0
20.7
24.3
27.7
27.6
2021 2022 2023 2024 2025
Total adjusted profit before tax £'m
Total adjusted basic earnings
per share p
23.07p
0%
Ongoing adjusted basic
earnings per share p
23.72p
+20%
13.62
18.66
21.49
23.07
22.96
2021 2022 2023 2024 2025
Total adjusted basic earnings
per share p
Total dividend p
11.5p
+2%
Final dividend p
8.5p
2024: 8.3p
6.0
8.2
10.0
11.3
11.5
2021 2022 2023 2024 2025
Total dividend p
Group net cash/(debt)
(excluding lease liabilities) £’m
£42.2m
-38%
Strong cash conversion %
107%
2024: 116%
(17.2)
20.5
42.2
67.8
42.2
2021 2022 2023 2024 2025
Group net cash/(debt)
(excluding lease liabilities) £’m
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Wilmington plc Annual Report and Financial Statements 2025 8
At a glance
Effectively navigating the
Regulatory Compliance landscape
Wilmington is a scalable platform operating in the resilient and
expanding GRC market, providing solutions to enterprise customers
and professionals from a broad range of industries.
Our customers operate within a complex array of legal, political, and
regulatory frameworks, all dictated by the ever-evolving compliance
landscape. We help them to navigate this complexity and respond
to emerging areas of risk by providing a complementary range of
solutions which are delivered via a single technology platform.
Our intelligence gives customers the detailed insight they need to
understand the regulatory landscape, and our specialist training
equips them to navigate it successfully.
Our solutions are focused on real-world outcomes and are based on
significant and defendable intellectual property built up over many
years. Our teams of experienced industry practitioners and talented
subject matter experts are central to our unique offering. We are
proud to be recognised by our customers as a trusted and valued
partner as we help them navigate their business challenges.
Wilmington is a digital-first business with strong capabilities in
online and hybrid learning, and in the management and provision of
mission-critical information and data. The strength of our portfolio
is underpinned by an operating model which allows our portfolio of
businesses to leverage the value of the Group’s technology platform
to deliver unique solutions to their customers. We invest in the
core competencies that drive quality in our products to enable our
businesses to exhibit a unique set of characteristics that define our
competitive advantage.
v
HSE Legal
Financial
Services
Empowered Customers
Doing the right business in the right way across Governance Risk and Compliance (GRC)
Single
technology
platform
Regulation
Compliance
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Underpinning the
GRC market with
strong growth drivers
Wilmington plc Annual Report and Financial Statements 2025 9
At a glance continued
The GRC markets are underpinned by strong macro drivers, which are closely
aligned to the Group’s core offering and inform our strategy to increase brand
presence in this market:
The products that Wilmington offers focus on three main
sub-categories of Governance, Risk and Compliance:
Governance
• Conduct • Ethics
• Corporate Governance
• Risk Management
Architecture
• Operational Resilience
Compliance
• Financial Crime Prevention
• AML & CTF • Sanctions • Anti-bribery
& Corruption • Fraud • Information & Data
Security • Market Abuse/Insider Trading
• Cyber-crime • Conduct of Business
• Healthcare Regulations
• Diversity, Equity & Inclusion
Risk
• Prudential
• Information Sharing
• Risk Management
• Reputational Risk
GRC
Increasing volume of
regulation
Increasing importance of
responsible business practice
Increasing fraud and
cyber risk
Increasing adoption of
technology solutions
Evolving role of
compliance
Complex geopolitical
landscape
Escalating regulatory
enforcement
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Wilmington plc Annual Report and Financial Statements 2025 10
At a glance continued
One
GRC focus,
multiple
markets
We operate as one Group,
focused on global GRC
markets, moving towards a
single technology platform,
supporting multiple
market-facing businesses.
Revenue analysis
Revenue can be analysed by segment as follows:
Statutory Continuing Revenue
2025 2024
Health, Safety & Environmental 16% 5%
Legal 15% 16%
Financial Services – Insurance 25% 29%
Financial Services – Other 42% 41%
Non-core 2% 9%
Revenue can be analysed by geography as follows:
Statutory Continuing Revenue
2025 2024
UK 61% 53%
USA 19% 26%
Europe (excluding the UK) 11% 11%
Rest of the World 9% 10%
Business focus
Our businesses provide must-have, authoritative risk
and compliance data to financial services and legal
sectors, and compliance training and technical support
for customers in financial services, legal and health,
safety and environment (‘HSE’) sectors.
The information and data solutions provided by our
brands, Axco and Pendragon, represent the gold
standard in accuracy and timeliness, and this capability
is enhanced by the expertise of our research analysts
and industry practitioners, to ensure that we provide
actionable insight to customers. Much of our data
is developed by our own teams, and we own the
associated intellectual property.
We offer a wide product range of compliance training
and technical support, including formal qualifications,
continuing education, and mandatory training,
through instructor-led and self-guided formats. Our
excellence in this area is underpinned by world-class
and engaging course content, developed in house by
our team of experienced subject matter experts, and
enhanced by Wilmington’s strong digital subscription
management and dynamic delivery platform. Our
brands/businesses are: ICA, CLTi and Mercia in
Financial Services, Astutis and Phoenix Health & Safety
in HSE, Bond Solon in Legal and FRA in Insurance.
Please see the Review of operations on pages 19 to 20
for further details.
Our brands
CW
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Wilmington plc Annual Report and Financial Statements 2025 11
Strategy
Unique GRC
solutions
Wilmington’s streamlined operating model is
increasingly underpinned by the roll-out of a single
technology platform, and its success is driven by
the synergistic potential of its unique portfolio of
brands. We are continuing to achieve our strategic
objective of delivering organic growth, and to
cement our position in the large and growing GRC
markets by investing in operational efficiencies
and in the core competencies that drive our
competitive advantage.
Grow
Generate growth and cement
our position in the GRC market
Invest
Invest in our businesses to facilitate
new product development,
provide innovative solutions to our
customers, and fuel growth
Manage
Manage our portfolio to ensure
that all businesses exhibit the
unique characteristics that drive
our competitive advantage
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Wilmington plc Annual Report and Financial Statements 2025 12
Strategy continued
Wilmington characteristics: what makes us unique
By drawing on our core competencies we have embedded a set of defining characteristics into all of our brands which, in combination, drive progress against our three
integrated strategic objectives.
A focus on the GRC sector
Following our strategy review in 2021, all our businesses now operate in the
Governance, Risk and Compliance sector, providing data and training in areas
focused on:
• Financial services, including retail banking, investment banking, private
equity, insurance, accountancy, pensions
• Legal services, providing training in areas of law to non-lawyers, including
Expert Witness training, Witness Familiarisation, Health & Social Care
regulatory training, Investigations training
• Health, Safety and Environment training
Digital capabilities and data enabled
Our digital-first model demonstrates best in class digital capabilities including:
• Delivery platform agnostic
• Excellence in User Experience (‘UX’) and User Interface (‘UI’) solutions
Our businesses are data enabled, allowing them to provide unique insight and
innovative solutions to their customers, driven by:
• Efficient data collection, accurate measurement, integration and analysis,
supported by dynamic user interfaces
• Proprietary data and bespoke services
Differentiated offering
Our businesses occupy strong positions in the markets they serve, exhibited via
the following credentials:
• Market leaders – within the top three
• Unique products with owned IP
• Strong brands valued highly by customers
Attractive markets
The markets in which we operate present opportunities for sustained growth:
• Fit with Wilmington’s core markets
• Fit with a growing end-user base in which our solutions are integrated into
customer systems
Strong product and revenue model
Our product and revenue model drives value by targeting the following actions:
• Identifying attractive opportunities
• Prioritising repeatable revenue streams
• Leveraging success across the portfolio to maximise the benefit of
synergistic potential
Strong leadership
Our businesses are led by individuals who are best placed to accelerate their
growth, evidenced by their core competencies:
• Experts in their field, aligning sector specific knowledge to product
development and delivery
• Innovators seeking to embrace change to deliver bespoke customer solutions
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Wilmington plc Annual Report and Financial Statements 2025 13
Strategy continued
Delivering
growth
Our organic growth strategy has continued to
deliver by embedding the unique combination of
characteristics that define our competitive advantage
in each of our brands. Applying a common framework
across the Group, we have focused our investment
efforts in two main areas: operational excellence
and a single technology platform. These efforts
have continued to be informed by our commitment
to a responsible business culture across the Group,
supporting our people to make decisions in a way
that delivers long term value. Full details of the
progress we have made against our sustainability
strategy objectives during the year are outlined in the
Sustainability report on pages 27 to 44.
Investment focus:
Operational excellence
Over the past four years we have invested heavily
in operational excellence to accelerate our growth
ambitions. We have sought to apply a best-in-class
approach to managing technology and data, sales and
marketing, talent, and product development across our
Group. This work includes the investments we have
made across all aspects of employee experience and
helps ensure that we are attracting and developing
the diverse, talented workforce that is central to our
ongoing success.
Investment focus: Developing a
single technology platform
In addition to our People strategy, the investments
we made in operational excellence focused heavily
on enhancing our product, technology, and data
capabilities, as the key mechanisms to deliver high
quality solutions to our customers. This year has
seen very strong progress towards our goal of
establishing a single technology platform for
the Group.
Investment focus:
Future progress
Our ongoing investment in operational
excellence and the single technology
platform is at the heart of our plan to
ensure that Wilmington continues
to demonstrate the agility to adapt
and grow, both organically and
through acquisition, as customer
demands evolve and new
market opportunities arise.
By embedding common
infrastructure and
processes, the Group is
well placed to effectively
enhance and expand its
unique offering.
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Wilmington plc Annual Report and Financial Statements 2025 14
Chair’s statement
Performance
The Group has achieved revenue growth from its
ongoing businesses of 11%, with our HSE businesses
particularly strong, while organic revenue marginally
decreased because of difficulties of the well-flagged
US healthcare insurance market. This overall growth
demonstrates that our continued focus on operational
performance resulted in increased operating profits.
We have continued to maintain a strong balance sheet.
Our net cash position decreased due to the acquisition
of Phoenix Health & Safety in October 2024 but
another good performance in converting profits to cash
has enabled us to end the year with a net cash balance
of £42.2m, despite spending £3.4m on share buybacks.
We also continue to invest in the technology, financed
by our operational cash flow, that powers the delivery
of our products and services.
Dividend
In recent years our dividend distribution has been
based on available profits as well as being covered at
least twice by profits in the year. Therefore this year
our dividend payment has increased by 2% to maintain
dividend cover at twice adjusted EPS, with a proposed
final dividend of 8.5p (2024: 8.3p), resulting in a total
dividend for FY25 of 11.5p (2024: 11.3p).
M&A remains our preferred capital allocation channel.
Our recent share buyback process has been completed.
People and Board
Once again, I would like to thank our talented teams
of people for their hard work which has enabled us to
deliver our strategy and the strong financial results
associated with it.
Martin Morgan, who had been Chair of the Board
since 2018, retired in June this year.
Paul Dollman, who had been a Non-Executive
Director, as well as Audit Committee Chair and
Senior Independent Director for nine years, also retired
from the Board in October 2024. Sophie Tomkins,
who joined the Board as a Non-Executive Director
in April 2024, succeeded Paul as Audit Committee
Chair. Helen Sachdev succeeded Paul as Senior
Independent Director.
Overview
I am pleased to present the Annual Report for the year ended 30 June 2025, the first since I took office
in June 2025.
Once again, we are successfully executing on our strategy which has resulted in strong ongoing revenue and
profit growth as well as cash generation. Early in the financial year, we also made a notable acquisition to
enhance future growth and are expecting to close another later this year.
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Wilmington plc Annual Report and Financial Statements 2025 15
Chair’s statement continued
Proposed acquisition of Conversia
In August 2025, we agreed to acquire a business operating in the Spanish GRC and
regulatory compliance market, Conversia, for €121.6m (£105m). This is a further
execution of our strategy to expand our position in the GRC markets, and grow our
quality of revenues and profits, both organically and through acquisitions. It also
expands our position into a new sector, Data Privacy.
Conversia enables an addressable target market of 3.2 million SMEs and
homeowner associations in Spain to comply with a wide range of legally
required regulations. It is the market leader in its sector with significant market
headroom and growth opportunities. The transaction is conditional upon
receiving Foreign Direct Investment clearance in Spain, expected by the end
of November 2025.
Current trading and outlook
Trading has been encouraging in the first quarter, with revenues
and profits in line with expectations.
Gordon Hurst
Chair
19 September 2025
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Wilmington plc Annual Report and Financial Statements 2025 16
Chief Executive’s review
Results
For the year ending 30 June 2025, ongoing revenues
increased by 11%. Although overall organic revenue
was down by 1%, due to continued decline in demand
in the US healthcare insurance market, seven of our
nine ongoing businesses grew revenue with our
two recent acquisitions in the HSE sector growing
by double digit percentages. We also achieved 5%
growth in Group recurring revenues, making up 36% of
total revenues (2024: 34%).
The increased revenues, interest income and a
continued focus on operational efficiency resulted
in a notable 18% growth in ongoing adjusted PBT
to £28.4m (2024: £24.1m) and a corresponding
improvement in ongoing adjusted PBT margin to
28.5% (2024: 26.8%). Alongside streamlining the
Group since 2020 by selling or closing eight of the 15
businesses, we have consistently delivered notable
profit growth over the five-year period.
This year we increased our dividend payment with a
proposed final dividend of 8.5p (2024: 8.3p), resulting
in a total dividend for FY25 of 11.5p (2024: 11.3p)
up 2%.
Statutory revenue was £101.5m (2024: £98.3m)
including revenue from non-core activities of
£2.0m (2024: £8.6m). Statutory PBT was £18.4m
(2024: £24.2m) as profits from selling businesses
were not repeated. Statutory Basic EPS was 12.87p
(2024: 19.33p).
The Group continues to have a strong balance sheet,
with a net cash position (excluding lease liabilities)
of £42.2m (2024: £67.8m) after another strong year
of converting profits to cash and the acquisition of
Phoenix Health & Safety.
Overview
We are pleased to report another year of good progress and delivering on our strategy with notable
increases in revenues and profits in seven of our nine ongoing businesses. We continued to focus our
portfolio of businesses on the international Governance, Risk and Compliance (‘GRC’) markets. We
significantly enhanced our capabilities with the acquisition of Phoenix Health & Safety in the Health, Safety
and Environment (‘HSE’) sector in October 2024 and the proposed acquisition of Conversia, in a new GRC
vertical, Data Privacy announced after the year end. We also sold our small US Compliance week business in
the US in February 2025.
We also continued to invest in our operational growth levers including sales, marketing, product
development and continued to move towards running all our operations on a single cloud-based
RegTech platform.
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Wilmington plc Annual Report and Financial Statements 2025 17
Chief Executive’s review continued
Strategy
Our consistent strategy continues to deliver good
performance across the Group. We continued to focus
on consolidating our already strong presence in the
large, growing and rapidly evolving international GRC
markets. These markets are underpinned by strong
macro drivers, particularly the increasing volume
and enforcement of regulation, complex geopolitical
landscape, increased importance of ESG and
widespread adoption of technological and data-driven
compliance solutions, all of which align strongly to
Wilmington’s core offering.
At the heart of this focus on the GRC markets is our
ambition to help our customers to do the right business
in the right way, by providing a complementary
range of information & data and training &
education solutions.
We currently provide GRC services across a number
of markets in the financial services, legal and HSE
markets. We are looking to acquire further businesses
in these and complementary sectors to further improve
the quality of our revenues and profits. The proposed
acquisition of Conversia will add a new sector,
Data Privacy.
We continue to review all parts of the Group assessing
businesses against six key characteristics: organic
growth opportunities; attractive markets; digital and
data capabilities; strong leadership; strategic fit to the
GRC marketplaces; and attractive product, revenue, and
profitability characteristics. These characteristics also
form a key part of our acquisition programme.
We continue to seek businesses to join the Group, with
a highly active but disciplined M&A function exploring
many options. We have improved the quality of our
revenues and profits over the last five years, selling
or closing eight out of the original 15 businesses and
acquiring two with Conversia expected to join the
Group later this year.
We have also decided to sell FRA, as its products
have limited digital capabilities and its revenue
characteristics closely resemble the media businesses
we have moved away from, and this will further
improve our quality of earnings.
Portfolio update
In October 2024, we completed the acquisition of
Phoenix Health & Safety, a training business offering
a range of globally recognised and regulated health,
safety and environmental qualifications, based in
Cannock, for an initial consideration of £30.25m. The
business has achieved strong growth in the growing
HSE market and is highly complementary to our
existing portfolio. The acquisition of Phoenix Health
& Safety is consistent with our strategy in the GRC
market to broaden and strengthen our training and
education capabilities.
The acquisition of Phoenix Health & Safety in October
2024 meets all six of our characteristics. The business
has demonstrated a strong track record of organic
growth over a number of years and strengthens our
portfolio of GRC training and education solutions
by expanding our capabilities in the attractive HSE
markets, alongside Astutis, which was acquired in
November 2023. The acquisition is already showing
good growth and is on course to be earnings enhancing
in the first full year of ownership.
As part of this ongoing review, Compliance Week was
sold in February 2025.
In August 2025, we agreed to acquire Conversia
for €121.6m (£105m), a business operating in the
Spanish GRC and regulatory compliance market.
Conversia operates in the large, growing and rapidly
evolving Spanish GRC and regulatory compliance
market, providing proprietary RegTech documentation
generation software solutions, primarily in the Data
Privacy sector.
Conversia enables an addressable target market
of 3.2 million SMEs and homeowner associations
in Spain to comply with a wide range of legally
required regulations. Data Privacy is at the core of the
proposition, a new sub-sector for Wilmington.
Conversia also offers complementary training solutions
with all course materials developed internally.
Conversia is the market leader in its sector with
significant market headroom and growth opportunities.
It is managed by an experienced and successful
management team headquartered in Barcelona, Spain,
who are incentivised to remain in the business for a
minimum of five years.
Conversia is expected to be earnings accretive in
the first full year of ownership. It recorded revenues
of €36.6 million in the year to 30 June 2025 and
EBITDA of €9.3 million. It has seen double-digit
revenue growth rates in recent years and improving
profit margins, which we anticipate will continue.
Its subscription-based revenue model ensures high
levels of annual recurring revenue (over 70%) of
total revenue.
The transaction is conditional upon receiving Foreign
Direct Investment clearance in Spain, which is expected
by the end of November 2025.
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Wilmington plc Annual Report and Financial Statements 2025 18
Chief Executive’s review continued
Investment
Our investment approach across the Group continues to be
targeted at embedding the unique characteristics that define
our competitive advantage into each of our brands. We are
making good progress in developing a single technology
platform for our businesses, by merging our previous platform
investments and removing more of our legacy technology.
We have more work to do to achieve a single platform for
everything we do but the infrastructure is in place and should
deliver operational efficiencies in FY26 as expected. The
implementation of a single platform will also allow us to
efficiently expand our offering by creating a scalable portfolio
to enhance our growth potential.
We continue to invest organically in new products and
strengthen our existing product offerings, with the scope
to monetise our solutions greatly enhanced by our single
platform approach. This strategy for maximising the value
of our technology and data assets, combined with our
streamlined operating model, provides the strong base to
actively consider acquisition targets which complement
and/or extend our capabilities.
We reported last year that within our strategic framework
deliberate measures are being put into action to navigate the
risks that accompany AI technology while simultaneously
harnessing its opportunities. Work continues to mitigate risks
and incorporate AI into our products.
We also remain focused on investing in the many drivers
of employee engagement, which increased year on year as
measured by our annual engagement survey. Development is
actioned by activities such as regular Town Halls, the building
and support of communities, and development of Working
Groups to focus on keys areas such as diversity and inclusion,
reward strategies, talent development and others.
Responsible business
We are committed to investing in the initiatives that support
our colleagues and our own responsible business culture.
We have continued to drive meaningful progress against
our People Strategy. Our people are the foundation of
Wilmington’s success, and the achievements of this financial
year are a testament to their hard work, innovation, skills and
expertise. I thank them all for their dedication and commitment
to Wilmington.
We have achieved progress against our targets in all four
areas of our sustainability strategy, and this work continues
to underpin our broader strategic objectives and risk
management processes.
We implemented the Taskforce for Climate-related Financial
Disclosures (‘TCFD’) recommendations in full, three years ago,
while still putting together some further detail on the metric
requirements. We concluded that we must continue to
monitor the impacts of climate change on the Group’s risk
profile, but that the potential opportunities that may arise
from the transition to a low-carbon economy are well
aligned to our core offering. We have committed to
net-zero carbon targets, with an ambition of absolute
zero, producing no greenhouse gas emissions, in
respect of Scope 1 and 2 emissions by 2028,
and net-zero in respect of Scope 3 emissions
by 2045.
Mark Milner
Chief Executive
19 September 2025
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Wilmington plc Annual Report and Financial Statements 2025 19
Review of operations
Review of operations
2025
£’m
2024
£’m
Absolute
variance
%
Organic
variance
1
%
Ongoing revenue
HSE
2
16.4 4.8 240%
Legal
3
15.1 16.0 (5%) (5%)
Insurance 25.4 28.8 (12%) (10%)
Other 42.6 40.1 6% 6%
Financial Services
4
68.0 68.9 (1%) 0%
Ongoing revenue 99.5 89.7 11% (1%)
Ongoing adjusted
operating profit 30.3 28.1 8%
Margin % 30% 31%
Total revenue
5
101.5 126.0 (19%)
Total adjusted
operating profit
29.7 31.6 (6%)
1. Ongoing – eliminating the effects of the impact of disposals, closures and
businesses held for sale; Organic – Ongoing, eliminating acquisitions and
exchange rate fluctuations.
2. The HSE division consists of the Astutis and Phoenix Health & Safety
businesses.
3. The Legal division consists of the Bond Solon and Pendragon businesses.
4. The Financial Services division consists of Axco & FRA in the Insurance
subdivision and Mercia, CLTi & the ICA businesses within the
Other subdivision.
5. Total revenue & operating profit includes all results in the Group including
non-core businesses consisting of Compliance Week and ICA Singapore &
Malaysia. FY24 also includes MiExact and statutory discontinued European
Healthcare.
Group performance
Revenues from ongoing businesses grew 11%, 12%
excluding currency movements. Organic revenue
decreased by 1% due to challenging trading conditions
within the US healthcare insurance market. Seven of
the nine ongoing businesses grew organically with
recurring subscription revenues growing by 5% to 36%
(2024: 34%).
Phoenix Health & Safety features for the first time
in the HSE segment with contribution for a partial
year, as are the prior year figures for Astutis which
was acquired part way through the previous year.
Both businesses grew significantly on their prior
year performance.
Ongoing Group operating profits improved by 8% and
operating margins for organic ongoing businesses were
almost maintained at last year’s level, despite adding
Phoenix Health & Safety, where operating margin is
over 20% but lower than the Group’s 31% last year
and despite the drop in FRA’s profits caused by the
lower demand from customers in the US healthcare
insurance sector. The organic operating profit margin
which excludes acquisitions was 32%, the same as last
year, which held steady despite a £3.2m drop in profit
at FRA, the US healthcare insurance business.
HSE
The HSE segment comprises Astutis, acquired in
November 2023 and Phoenix Health & Safety
acquired in October 2024. Both businesses are UK
training businesses which mix face-to-face and online
learning for various industry standard qualifications
and certificates in the HSE sector. The businesses
have experienced strong growth in recent years after
switching focus to more online training post-Covid
and have a strong market position in a growing
marketplace. Combined growth of the two businesses
in FY25 was 15% when compared to the same period
last year on a proforma basis.
Legal
The Legal segment comprises Bond Solon and
Pendragon, whose customers are predominantly
in the legal market. Bond Solon is mainly UK based
and trains individuals involved in the legal system,
including lawyers, helping them train their clients for
interaction with the legal system. Revenue is earned
through one off course attendance fees. Courses are
typically single or half day events, and content is a mix
of owned and third-party intellectual property. Courses
are delivered either by in-house experts or a network of
independent tutors who are paid per course. The Law
for Non-Lawyers market is strong, with good ongoing
demand for existing products as well as successful
launches of new training courses.
Pendragon operates in the UK pensions market,
providing information products and services with
revenues generated primarily through subscription.
Legal revenues declined 5%, due to a decline at
Bond Solon which had a significant contract win in the
public sector last financial year that it could not repeat
in FY25. Pendragon had a strong year for subscription
revenue growth and again achieved very strong
customer retention (99%).
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Wilmington plc Annual Report and Financial Statements 2025 20
Review of operations continued
Financial Services
Financial Services Insurance comprises
Axco and FRA. Axco provides a broad
range of information products and services
with revenues generated primarily
through subscription, and customers
are spread globally.
FRA is predominantly events based. It
serves the US Healthcare and Health
Insurance markets and, to a lesser
extent, the US financial and legal service
communities. The prime brand is the
RISE series of events that addresses the
Medicare and Medicaid markets and is
attended by health plans, physician groups
and solution partners. The flagship event is
RISE National which normally takes place
in March each year. Revenue from the US
events is generated from both sponsorship
and delegate sales.
Financial Services Insurance revenues
declined 12% overall. Axco grew revenues
by 5%, excluding currency movements, and
had a strong year for subscription revenue
growth. Recurring revenue retention rates
were at 99%. FRA revenues were 25%
down in sterling terms and 22% down
in US dollars due to US government
and regulatory pressures disrupting the
Medicare Advantage sector in which FRA
operates. FRA’s customers are seeing their
revenues reduced by regulatory action and
face uncertainty about future government
funding which is causing them to reduce
spending and hence demand for FRA’s
events. The Group is now looking to
market FRA for sale, as its products have
limited digital capabilities and its revenue
characteristics closely resemble the media
business we have moved away from.
Financial Services Other comprises
three businesses that operate in
Compliance markets. The largest
business is the International Compliance
Association (‘ICA’), an industry body and
training business. It offers professional
development and support to compliance
officers predominantly in the financial
services sector. It has offices in the UK
and Dubai.
The material for ICA courses is developed
by our R&D team and external specialists.
We own the associated intellectual property.
Revenue earned by ICA is primarily training
income complemented by subscriptions paid
by the professional members for their ICA
accreditations. The courses ICA run usually
extend over several weeks or even months.
They traditionally mix distance learning with
face-to-face sessions. The distance learning
element has transitioned to online and digital
variants, and virtual programmes have been
offered in place of face-to-face sessions.
The second business, CLTi, earns revenue
from running professional development
programmes for wealth managers, in
association with The Society of Trust and
Estate Practitioners. Wilmington has an
international presence, with customers in
the UK, Europe, Asia Pacific and the US.
Our consistent investment programme in
content and technology is maintaining our
competitive positioning.
The third business, Mercia, provides
training for accountants in practice and
in business. It runs a mix of face-to-face,
online and blended learning for this
community. It provides training at various
levels including providing continuing
professional development for existing
qualified accountants. Additionally, it
provides technical support to accountancy
firms which enables them to keep abreast
of technical developments and changes to
regulation, as well as supporting them to
promote the services they then offer to
their clients.
Mercia is predominantly UK and
Ireland based reflecting the
country specific laws and
accounting standards that
govern the profession. Revenue
in the unit is earned through
clients subscribing for ongoing
training, support and other related
activities over a period of time
(usually 12 months), with the rest
through one off course attendance
fees. Courses are typically single or half
day events, and content is a mix of owned
and third-party intellectual property.
Courses are delivered either by in-house
experts or a network of independent tutors
who are paid per course that they deliver.
Financial Services Other, overall revenues
grew 6%. CLTi and ICA UK and Middle East
revenues were up by 6%. Mercia revenues
grew 7% and significantly improved its
recurring revenues.
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Wilmington plc Annual Report and Financial Statements 2025 21
Key performance indicators/operational measures
Key performance indicators
and operational measures
At a Group level, we have five key financial and
operational measures
Throughout the Annual Report there is reference to the metrics set out below, which serve as
alternative performance measures. The KPIs below are all based on alternative performance
measures. Where adjusted measures are used in the report they are clearly presented and
specifically used to provide a balanced view of the Group and its performance. The Directors
believe that these measures, which are not considered to be a substitute for or superior to IFRS
measures, provide stakeholders with additional relevant information and enable an alternative
comparison of performance over time.
1
Organic and ongoing revenue growth %
Definition and purpose
Organic revenue is calculated by adjusting
the year-on-year revenue change to exclude
the impact of foreign currency exchange rate
fluctuation and the impact of changes in the
portfolio from acquisitions and disposals.
This measure is used as it gives a comparable
assessment of the growth of the business and
of its sustainability. Monitoring organic revenue
growth also allows the Board to assess whether
action is needed to control other aspects of
the Group’s financial performance such as
managing the cost base. Ongoing revenue is
calculated using organic revenue plus revenue
from acquisitions starting when they joined the
Group. Please refer to the Review of operations
on pages 19 to 20 for a reconciliation.
Result
Organic revenue decreased
by 1% because of difficulties in
the US healthcare insurance market
(2024: increased 9%).
Ongoing revenue growth increased by 11%
(2024: 14%) largely due to the acquisitions of
Phoenix Health & Safety and Astutis.
Recurring revenue represents 36% of organic
revenue (2024: 34%).
-1%
2
Ongoing adjusted profit before tax
(‘adjusted PBT’) £’m
0
5
10
15
20
25
30
7.3
11.3
16.9
2021 2022 2023 2024 2025
24.1
28.4
£28.4m
+18%
Definition and purpose
Calculated as profit before tax excluding the impact of changes
in the portfolio from disposals, amortisation of intangible assets
excluding computer software, impairments, other income (when it
is material or of a significant nature), and other adjusting items. This
measure is considered to reflect profitability of the Group before
adjusting items and is a key metric used to determine management
incentives, including within the Directors’ bonus targets as set out
in the Remuneration report. The Group policy on adjusting items
and the calculation of adjusted PBT are set out respectively in
notes 1 and 2 of the financial statements. Amortisation of intangible
assets excluding computer software are excluded from adjusted
PBT as they relate to historical acquisition activity rather than
the organic trading performance of the business. This approach
provides management with comparable information for day-to-day
decision making.
Result
Increased by 18% to £28.4m (2024: £24.1m) reflecting higher
margins and a focus on operational efficiency and cost management.
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Wilmington plc Annual Report and Financial Statements 2025 22
Key performance indicators/operational measures continued
4
Cash conversion %
0
30
60
90
120
150
104
114
138
2021 2022 2023 2024 2025
116
107
107%
Definition and purpose
Cash conversion represents the
operating cash flow for the year as
a percentage of adjusted operating
profit before interest and amortisation.
This measure is used as an indicator
of successful stewardship of cash
resources and corroboration of the
quality of operating profits compared to
the associated cash flow. Please refer to
note 27 for a reconciliation.
Definition and purpose
The Group continues to focus on a portfolio of assets based in
key professional markets, facilitated by excellence in technology
and data and dynamic sales and marketing. The development of a
dynamic product portfolio has driven the Group’s ambition to secure
sustainable revenue streams, with multi-year and subscription
packages sold for many revenue streams, including:
• data, information, intelligence and solution sales;
• professional education, training, events and services;
• professional accreditation and assessment; and
• large, industry-leading annual events.
5
Consistent and sustainable revenue
streams %
0
5
10
15
20
25
30
35
40
38
37
39
34
2021
2022 2023 2024 2025
36
36%
+5%
3
Ongoing adjusted basic earnings
per share p
0
5
10
15
20
25
6.00
9.29
14.02
2021 2022 2023 2024 2025
19.81
23.72
23.72p
+20%
Definition and purpose
This key measure indicates the profit attributable to
individual shareholders. It measures not only trading
performance excluding the impact of changes in the
portfolio from disposals, but also the impact of treasury
management, capital structure and bank fees and interest
charges and income, as well as the efficient structuring of
the Group to appropriately manage tax. Our business and
financial strategies are aligned to delivering consistent
growth in ongoing adjusted earnings per share and
our incentive programmes are designed to support this
strategy. Please refer to page 46 for a reconciliation.
Result
Increased by 20% to 23.72p per share (2024: 19.81p)
reflecting the increase in ongoing adjusted profit as
discussed above. The underlying tax rate remained at
25%. The number of ordinary shares increased due to
an issue of shares made during the year.
Result
107% (2024: 116%) owing to strong
conversion of profits into cash through
effective operational efficiency.
Result
Subscription and membership revenue increased 5% at 36% (2024:
34%) of organic revenue with the balance a mixture of revenue
from annual events and revenue from customers who have a
history of repeat purchase although not necessarily supported by
formal multi-year contracts. The renewal rate from subscription and
membership revenue was 90% (2024: 91%), reflecting Wilmington’s
robust product development process and high customer satisfaction.
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Wilmington plc Annual Report and Financial Statements 2025 23
Stakeholder engagement and non-financial information statement
Stakeholder
value creation
Section 172 of the Companies Act 2006
The 2018 UK Corporate Governance Code highlights the importance
of Section 172 of the Companies Act 2006, requiring Directors to act
in a way that promotes the success of the Company for the benefit of
shareholders whilst simultaneously showing regard for the interest of
its other stakeholders.
The Board follows a robust decision-making process, which is
designed to ensure that any decisions made reflect Wilmington’s
responsible business culture. The key reference points for decision
making by the Board are: the impact on the Group’s overall strategic
objectives; consideration of its principal risks and uncertainties; and
positive alignment with the core values underpinning the Group’s
sustainability strategy. At the heart of all of these factors is
consideration of the Group’s stakeholders, because it is these
groups who have the greatest potential to create positive
outcomes for the Group as it strives to create long term value.
Further details on this decision making process can be found
in the Corporate Governance report on pages 69 to 77.
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Wilmington plc Annual Report and Financial Statements 2025 24
Stakeholder engagement and non-financial information statement continued
Our people
The delivery of the Group’s strategic objectives is
dependent on our ability to attract, develop and retain
a highly skilled and motivated workforce. We strive
to create an inclusive culture in which diversity of
thought, skills and perspectives helps us thrive. We are
committed to strong recognition and reward strategies
that fairly reflect the contributions our people make to
help us progress.
Engagement
Our employee engagement strategy focusses on
providing our people with platforms to actively
participate in the Group’s decision making processes,
and we are also committed to transparency around the
issues that matter most to them:
• Employee engagement survey results
directly inform the development of the Group
People strategy.
• Global and brand level town halls provide a
forum for leaders across the business to engage
with all employees.
• Our internal intranet acts as a central policy
and guidance portal, and also a communication
platform for our employees to share experiences
and network across the Group.
• We have developed ‘Wilmington Communities’:
networks of people which stretch across diversity
dimensions that actively inform our work to create
an inclusive workplace.
• Our performance development review process
encourages honest and open conversations about
personal development.
• We are an accredited Living Wage employer and
are committed to a fair and transparent reward and
recognition structure.
Several decisions are made every year that affect
our people, read more: pages 27 to 37
Shareholders
Support from our shareholders underpins the success
of our strategy. We aim to provide fair, balanced, and
understandable information to shareholders to clearly
demonstrate strategic progress.
Engagement
We maintain a strong reporting process with regular
digital content updates for shareholders via our
website throughout the year. Our interim and year
end reporting periods conclude with analyst briefing
sessions and investor roadshows, and our Annual
General Meeting.
The Executive Directors maintain close contact with
shareholders and maintain strong relationships to
facilitate one-to-one engagements and conference
calls. One decision in the year which impacted
shareholders is dividends, see page 14.
Read more: page 76
Customers
Our customer-driven product management culture
is key to our success and ensuring that we truly
understand the needs of our customers is critical to the
viability of our future plans.
Engagement
We strive to put our customers at the heart of our
product management process, and this means
working hard to find solutions to meet their needs.
Our key communication channels come in the form
of Customer Advisory Groups (‘CAGs’), feedback
surveys and maintaining strong relationships with key
account contacts. Central to our ambition of delivering
excellent customer experience is the progression of our
accessibility strategy, ensuring anyone who needs our
products and services can access them effectively.
Read more: pages 38 to 39
Suppliers
Strong relationships with our suppliers are crucial
to ensure that the services we receive support the
delivery of our own products effectively. We are also
committed to ensuring mutually high standards of
responsible business from our suppliers.
Engagement
We maintain strong and accessible communication
channels with suppliers, to promote good relationships
and to set clear expectations of the products and
services we require. Our supplier code of conduct clearly
communicates to all our suppliers the high standards of
responsible business practice we expect from them.
Read more: page 40
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Wilmington plc Annual Report and Financial Statements 2025 25
Stakeholder engagement and non-financial information statement continued
The environment and communities
we operate within
We have a responsibility to have a positive impact
on the environment and the communities we operate
within. This responsibility plays an important part
in protecting the wellbeing of our people, and in
contributing to the future health of our planet for the
benefit of all our stakeholders.
Engagement
We are committed to reducing carbon emissions and
minimising the environmental impact of our products
and services, demonstrated by the reduction in
absolute emissions since our baseline year, and our
net-zero targets for future progress. Our carbon neutral
commitment allows us to contribute further to carbon
reduction initiatives, including a certified biodiversity
protection programme that facilitates long term
carbon storage.
Our community and charity policy encourages our
employees to engage positively with the communities
we work within and gives all our people the
opportunity to take paid volunteering leave.
Read more: pages 41 to 44, and 58 to 63
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Wilmington plc Annual Report and Financial Statements 2025 26
Stakeholder engagement and non-financial information statement continued
Non-Financial Information and Sustainability Statement
This index constitutes Wilmington’s Non-Financial Information and Sustainability Statement, produced to comply with Sections 414CA and 414CB of the Companies Act 2006.
Reporting requirement Policies, processes and standards which govern our approach Page(s)
Environmental matters Carbon reduction plan, environmental management policy, risk management process and approach to TCFD.
41 to 44, 58 to 63
People Conduct and compliance policies, diversity and inclusion statement of intent, employee engagement strategy and risk
management process.
27 to 37, 54, 72
Respect for human rights Modern slavery statement and risk management process.
65, 49 to 57
Social matters Stakeholder engagement strategy and sustainability strategy.
23 to 26, 70, 27 to 44
Anti-corruption and anti-bribery ABC policy, risk management process and supplier code of conduct.
40, 49 to 57, 24
Business model Business model, KPIs and stakeholder engagement strategy.
11 to 26
Risks and uncertainties facing the business Risk management.
49 to 57
The desirability of the Company maintaining
a reputation for high standards of
business conduct
Values and culture, ABC policy and whistleblowing service, workforce policies.
24, 27, 40
Principal decisions of the Board
The directors’ duties under Section 172 of the Companies Act 2006 are embedded in all the decisions made by the Board, along with other factors, including alignment with
the Board’s strategy and values. A summary is provided below of the principal decisions taken by the Board during the year and how key stakeholders and other matters
were considered by the Board in making those decisions:
Decision Stakeholder consideration
Approval of the interim and final dividend
⚪
Long term interests of the Group.
⚪
The need to act fairly between members of the Group including shareholders.
Introducing a share buy-back programme
⚪
Long term interests of the Group.
⚪
The need to act fairly between members of the Group including shareholders.
Changes to office locations
⚪
Long term interests of the Group.
⚪
The need to act fairly between members of the Group including employees.
Acquisitions and disposals of businesses
⚪
Long term interests of the Group.
⚪
Overall fit with objectives, strategy and performance of the Group.
⚪
Interests of stakeholders including employees.
In addition to the financial KPIs disclosed on pages 21 to 22, the Group assesses performance using a range of non-financial KPIs relevant to each brand and function. The
Group also uses non-financial KPIs to assess its progress in relation to its sustainability strategy, as outlined on pages 27 to 44.
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Wilmington plc Annual Report and Financial Statements 2025 27
Sustainability report
Wilmington exists to empower its customers to do the right business in the
right way. At the heart of this commitment to customers is our own ambition
to embed a responsible business culture that informs the way we work.
Our sustainability strategy is underpinned by four strategic pillars that,
collectively, reflect this ambition.
As we successfully drive progress against our broader strategic objectives, we
remain committed to making sustainable business decisions by taking an iterative
approach to materiality. By continuing to listen to our key stakeholders, via the
channels outlined on pages 23 to 26, we continue to refine our sustainability
strategy to ensure that it drives long term value for all of them.
We continued to make significant progress against the targets set for each strategic
pillar of our sustainability strategy. Our iterative approach has led us to further
refining the priority initiatives in each of the four strategic pillars, which is helping us
to make progress and continue to set challenging targets for the future.
Our Global Sustainability Council is chaired by the Chief Executive Officer, with each
strategic pillar being led by an Executive Committee member. This provides strategic
oversight and direction to the delivering of priority initiatives, while ensuring our
sustainability strategy is embedded into everything we do.
Cultural
positivity
Chief People
Officer
Customer
empowerment
Chief Operating
Officer
Proactive
assurance
Chief Operating
Officer
Environmental
responsibility
Chief Financial
Officer
Board oversight
Chair
Global sustainability council
Chief Executive Officer
Responsible
business culture
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Wilmington plc Annual Report and Financial Statements 2025 28
Sustainability report continued
Core objective
• Create an inclusive workplace
that supports, empowers,
develops, and fairly rewards all
our people.
Delivering stakeholder value
• Fostering a positive culture
will attract and retain the best
talent, accelerating delivery of
our strategy.
• Investing in our people benefits
the communities we operate
in by delivering exceptional
employee experience.
Meeting our 2025 targets
• Investors in People Silver Award.
• Investors in Wellbeing
Silver Award.
• Inclusive Employers Standard
Bronze Award.
• Mean Global Gender Pay Gap
(‘GPG’) reduction of a further
2.8% and variable (bonus)
Global GPG reduction by a
further 23.2%.
Cultural positivity
Core objective
• Uphold high standards
related to digital protection,
regulatory requirements, ethics,
and production.
Delivering stakeholder value
• Responsible digitisation and
ethical conduct echo our core
purpose and underpin our
digital-first approach delivering
the best-in-class digital products.
Meeting our 2025 targets
• Compliance Hub maintained
to ensure the highest internal
compliance standards.
• Differentiated compliance
approach for employees,
contractors, and suppliers now
business as usual.
Proactive assurance
3
Core objective
• Reduce environmental
impact by minimising carbon
footprint and committing to
responsible procurement.
Delivering stakeholder value
• Committing to environmental
responsibility protects the future
of our people and demonstrates
to customers that we strive to
deliver products with minimal
environmental impact.
Meeting our 2025 targets
• We continue to drive sustainability
engagement through employee
voting on carbon offsetting
and introducing GRC focused
volunteering opportunities.
• We remain carbon neutral
and are further refining supply
chain emissions data through
external guidance.
• International Organization for
Standardization (‘ISO’) 14001
Environmental Management
certification achieved.
Core objective
• Deliver products that are
accessible, high value, up to date
and move with industry trends.
Delivering stakeholder value
• Empowering our customers
ensures our products are closely
aligned to their needs.
• Our customer driven approach to
innovation helps us stay agile in
the face of change.
Meeting our 2025 targets
• Digital accessibility scanning
of websites, products, and
associated collateral, targeting
Web Content Accessibility
Guidelines (‘WCAG’) 2.2 AA
standards, now business as usual.
• Increased WCAG 2.2 AA
compliance through groupwide
taskforce and new website
go lives. All sites on our new
platform are tracked to ensure at
least 94%. Mercia and Axco due
to go live in Q1 of FY26.
Customer empowerment
2
Environmental responsibility
4
The ongoing work to drive progress against the core objective of each pillar is discussed on pages 27 to 44.
Core value and strategic pillar
Reporting and Communication
1
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Wilmington plc Annual Report and Financial Statements 2025 29
Sustainability report continued
Cultural positivity
During the year we continued to make progress
against our People Strategy, delivering initiatives
and making changes to the way that we work, so
that we continue to build an inclusive workplace
to support, empower, develop and fairly reward
our people. This is reflected in our progress
against our Inclusion and Diversity strategy and
our investments in resources to create a positive
environment for all our people to reach their full
potential at Wilmington.
We remain a values-driven organisation, grounded
in the belief that our values shape not only how we
behave, but also how we grow together. Over the
past year, we have continued to bring our values to
life through our actions, decisions, and the way we
support each other. Our values continue to shape the
way we work, drive team engagement, and support
sustainable growth. They remain the foundation of our
culture and are reflected in the principles that guide us:
Inclusivity, ambition, integrity and curiosity.
Bring your individuality
and always appreciate
and celebrate what
makes us different.
Wilmington Values
Commit to being the
best, achieve excellence
and together exceed
expectations.
Do the right thing, the
right way, even when
no one is looking.
Be inquisitive to
fuel creativity and
innovation to deliver
the best solution.
“
We have the best people working for
Wilmington, doing their best work with us. We care about
them, include them, and empower them. Our people are
supported, developed, recognised and rewarded fairly.
”
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Sustainability report continued
Cultural positivity continued
Inclusivity is a core value at Wilmington Plc, and we are
deeply committed to fostering an inclusive workplace where
everyone feels valued, respected and supported. All our
standard policies and guidelines are inclusive by design such
as our Recruitment Policy, Sickness Absence Management
Policy, Employment Screening Policy, Grievance Resolution
Policy, Safeguarding and Prevent Policy and Disciplinary
Policy. We believe inclusivity means supporting our people at
every step of their journey — professionally and personally.
This commitment is further reinforced by additional guidance
and policies, such as our Transitioning at Work Guidelines,
Supporting Carers Guidelines, Perimenopause & Menopause
Guidelines, and Prevention of Sexual Harassment Policy.
These resources are part of our ongoing effort to ensure a
respectful, supportive, and inclusive workplace for all. We also
recognise the importance of supporting individuals
with caring responsibilities. Therefore, our
dependant policies offering is above the
legal requirements, along with special
leave where needed, as part of our
broader aim to build a workplace that is
flexible, supportive and inclusive for all.
This reflects our dedication to embedding
equity and accessibility into every aspect
of our operations.
We have clearly assigned responsibilities across our
leadership and management teams to actively promote
equal opportunities and advance diversity throughout
the organisation. In line with our focus on wellbeing and
sustainable work practices, we are committed to eliminating
excessive working hours to help ensure a healthy work-life
balance for all employees.
Our people and customers supporting
local communities
We provide our people with volunteer leave to support causes
important to them. At our RISE conferences we go further and
encourage our event attendees to make a positive impact on
the communities where we host our events.
Partnering with US Hunger, we hosted meal-packing events
designed to support local families facing food insecurity. This
is especially relevant to our people and our attendees as we
present conferences on social determinants of health, which
are nonmedical factors, such as a person’s living conditions,
education, and employment, that influence health outcomes.
This year, our dedicated volunteers came together to pack
an astounding 51,060 meals. These efforts were distributed
to Second Harvest Food Bank - Feeding South Louisiana,
Care and Share Food Bank for Southern Colorado, Bread
for the City - Washington DC, San Antonio Food Bank, and
Dare to Care Food Bank.
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Sustainability report continued
Commitment to Inclusivity
Our Inclusion and Diversity Working Group and our Wilmington Communities (employee representative groups) lead our work to embed a culture of inclusivity at
Wilmington, which celebrates everything that makes our people unique.
This is underpinned by the data we collect about our people, which enables us to understand and measure Inclusion and Diversity at Wilmington; using data to guide
our strategy and areas of focus. As part of our target for regular data collection and analysis, we continued to collect rich diversity data to help us better understand the
composition of our workforce. By asking our people to disclose this data as part of our annual people engagement survey, we are able to better understand the diversity
characteristics of our people in locations where legislation allows the collection of this information. Our data collection approach was fully compliant with the relevant
regulations in each jurisdiction. By harnessing this data to measure diversity at Wilmington, we are better equipped to build a workforce that reflects the diversity of
the communities we serve and work within. Further details of the gender and ethnicity balance within senior management specifically are disclosed in the Corporate
Governance report on page 72.
“
Our people have rich diversity, experiences,
knowledge, and perspectives which powers our innovation
and creativity to help our customers to do the right
business in the right way.
”
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Sustainability report continued
What makes our people unique?
Adhering to legal requirements, within our engagement survey, we collect data from UK and US based employees only for Ethnicity, Disability and Gender. Age is collected
for all employees.
*To further protect employee identity, we have our score, and comment threshold set to 8. Any groups with less than 8 respondents will show <2%.
Woman
Man
Prefer not to say
Non-binary
Intersex
Prefer to self-describe
61%
36%
3%
<2%
*
<2%
*
<2%
*
No
88%
7%
5%
Yes
Prefer not to say
Gender identity
96% response rate
84% response rate
94% response rate
White
Asian
Prefer not to say
Mixed
Black
Other ethnic group
87%
6%
5%
2%
<2%
*
<2%
*
0% 5% 10% 15% 20%
20-24
25-29
30-34
35-39
40-44
45-49
50-54
55-59
60-64
65-69
70+
3%
13%
14%
17%
13%
9%
8%
5%
1%
1%
Ethnicity
Disability or long
term health condition
Age profile
16%
100% response rate
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Sustainability report continued
Driving progress
Advancing our Inclusion and Diversity strategy remains a top priority at Wilmington.
Over the past year, we have driven meaningful change across the organisation by
further embedding Inclusion and Diversity into our everyday practices. We continue
to focus on building an inclusive workplace for all, fostering a culture that delivers
sustainable impact across the entire organisation. This year, we report significant
progress in the following areas:
• Every business and function has a dedicated Inclusion & Diversity representative,
and they are delivering against their Inclusion and Diversity plans;
• Focused on growing and supporting our Wilmington Communities. These
employee representative groups represent Age, Carers, Disability, Family &
Parents, Gender, LGBTQIA+, Menopause, Neurodiversity, Race & Ethnicity, and
Religion & Belief;
• Through our very active Wilmington Communities, our #WeAreWilmingtonPlc
campaign continues to share what is important to our people and celebrating the
diversity of our people;
• Achieved Investors in People “We Invest in People” Silver accreditation;
• Achieved a Bronze accreditation in the Inclusive Employers Standard, scoring
above the average score in five out of six pillars;
• Launched updated hiring manager training to ensure our hiring managers are
fully equipped to reduce bias in the hiring process and to hire the best people to
join us;
• Continued to expand leadership training, including change management and
Leadership Labs (quarterly leadership workshops) covering managing probation
and career conversations;
• Ran our Early Careers Programme, attracting and recruiting a diverse range of
talent not limited by university education; and
• Developed and ran an Inclusion & Diversity Roadshow in our offices and virtually
to raise awareness, share updates on our commitments and progress, highlight
how our processes are inclusive by design, and engage employees at all levels in
meaningful conversations about inclusion.
We recognise the power of collaboration and shared expertise. Therefore, we work
with external networks, community and advocacy groups, and charities, to ensure
that our work incorporates emerging thinking and best practice, responds to what is
important to our people, and fosters accountability. We are:
• A Committed Member of Inclusive Employers, collaborating with other
employers to share best practice.
• Signatories of the Business In the Community (‘BITC’) Race at Work Charter and
continue to follow our roadmap to meet the commitments we made.
• A member of the Employers Initiative on Domestic Abuse (‘EIDA’), taking action
on domestic abuse.
• An accredited Living Wage Employer, because we believe our people deserve a
wage which meets their everyday needs.
• Signatories of the Menopause Workplace Pledge, committed to taking positive
action to make sure everyone going through the menopause is supported.
• Participants in the 10,000 Black Interns programme, offering more paid
internships for Black students and graduates.
• Achieved Disability Confident Employer, demonstrating our commitment to
building an inclusive workplace where individuals with disabilities are supported,
valued, and empowered to reach their full potential.
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Sustainability report continued
Commitment to Talent development
We are dedicated to fostering a culture of continuous learning and development throughout Wilmington and are committed to promoting career development. Our
Talent Development strategy is designed to provide our people with the tools, resources, and opportunities they need to grow both personally and professionally. All
colleagues receive an annual performance review as a minimum, with regular objective reviews and check-ins throughout the year and the opportunity for career focused
conversations. This year, we have:
• Seen 33% of colleagues actively choose to engage with the learning & development function. Learning activities were varied: examples include participating in
learning delivered directly by the team or organised by the team, career development conversations, seeking advice on learning for their team or individuals, coaching,
mentoring, or utilising tools such as 360 feedback and psychometrics;
• Implemented a Learning Management System to digitalise our training records so that we are better able to analyse learning related data and better manage
course administration;
• Further extended our suite of job family capability frameworks, providing visibility of what excellence looks like at every level, and which now includes Marketing,
Client Support and Success, Technical Training, Leadership and Management, Product Management, Sales, and Data & Content Production;
• Expanded our core offering of learning and development and built working relationships with new external partners for both learning delivery and learning
content production;
• Updated our external careers website, shining a light on life at Wilmington to attract talent;
• Launched a new internal jobs board, giving employees easier access to information about current vacancies, and better clarity on how to find out more or apply; and
• Introduced a new Internal Recruitment policy, applicable to all employees, clarifying our approach to internal mobility so that there is more transparency and clarity
of expectation for both individuals and line managers.
“
Our people are empowered to learn and develop themselves
and have opportunities to do so, whatever their eventual aim.
Weprovide the right environment and support so that our people
can perform at their best, at every stage of their career.
”
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Sustainability report continued
Commitment to Wellbeing
We take a holistic approach to the wellbeing of our people, recognising that their personal fulfilment directly contributes to our collective success. Our commitment
extends beyond professional growth to nurturing environments where our people thrive both at work, and in their personal lives. This year, we have made the
following progress:
• Maintained a dedicated focus to wellbeing led by our Engagement & Wellbeing Officer;
• Launched Vitality private healthcare for our UK employees, providing peace of mind that employees can get the treatment they need, when they need it. This includes
many wellbeing-centric resources and services, and the option for employees to extend their cover to their immediate family members;
• Brought together our Wellbeing Champions, Inclusion & Diversity working group and Community Leads to collaboratively action plan the response to the FY24
engagement survey;
• Delivered a range of Wellbeing Champion-led campaigns tying in with external initiatives including World Wellbeing Week, Macmillan, World Mental Health Day,
and Movember;
• Introduced processes to gather feedback from new joiners and leavers, regularly analysing the data gathered in order to make informed changes to improve the
employee experience; and
• Achieved Investors in People “We Invest in Wellbeing” Silver accreditation.
“
We create the right environment and offer the right support
so that our people can live balanced and fulfilled work and home
lives. They feel a sense ofbelonging and are inspired and motivated
to do their best work.
”
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Sustainability report continued
Commitment to Reward and recognition
“
Our people understand how reward works and
are paid fairly against market. Their individual and team
performance is recognised so that we drive high performance
and attract and motivate talented people. Our people feel
valued and appreciated for their contribution.
”
Our fair compensation and robust recognition practices foster a culture where our people are motivated to excel. Our commitment to reward and recognition ensures
that we not only attract top talent but also retain and inspire our teams to achieve their best. This year, we have made the following progress:
• Maintained our Accredited Living Wage Employer status in the UK, upholding our commitment to fair wages;
• Continue to complete in-depth global gender pay gap reporting as part of our strategy for closing the gap;
• Enhanced our benefit offering, including Private Medical Insurance for all UK Employees from FY26;
• Continued to offer our Save As You Earn (‘SAYE’) scheme, meaning our eligible UK people both share in our success and benefit from tax-efficient savings; and
• Continued to enhance our Reward Hub, bringing together and centralising resources to educate and inform our people about reward and recognition, and the
benefits available to them.
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Sustainability report continued
Monitoring progress
We continue to grow and evolve Cultural Positivity throughout Wilmington, and our
approach highly values engagement and involvement from our people to help us to
shape and enhance their experience at work. This year, 92% of our people globally
participated in our annual employee engagement survey, sharing valuable insights
into the issues that matter most to them. This feedback is one of the tools we use to
monitor our performance in respect of strong employee experience, and influences
our People Strategy.
Additionally, data collected around diversity demographics as disclosed on page 32
allows us to monitor the diversity of our people. We use this data to view the
insights provided in the employee engagement survey through a diversity lens, to
measure inclusion.
We are pleased to have met our target to maintain or improve two of three
engagement scores, delivering the best scores to date for Inclusion & Diversity, one
of our key areas of focus since the FY20 baseline year.
We are committed to continuous improvement and have local level engagement
plans in place for this. We conduct in-depth reviews into our scores annually, and
have shared our findings with our people along with our ‘commitments’ for further
improvements and regular updates on progress.
Further details of our approach to employee engagement can be found in the Section
172 statement on page 24.
Driver Outcome
FY20
score
FY21
score
FY22
score
FY23
score
FY24
score
FY25
score
Inclusion and
Diversity
At Wilmington, people of all
backgrounds are accepted for
who they are 8.1 8.4 8.3 8.4 8.8 8.9
Training and
Development
My manager or mentor
encourages and supports my
development 7.4 7.7 7.8 7.9 8.2 8.2
Health and
Wellbeing
Employee health and
wellbeing is a priority
at Wilmington 6.3 7.8 7.4 7.4 7.9 7.8
Our work in this area contributes to: SDG 3 Good health and wellbeing, SDG 5
Gender equality and SDG 8 Decent work and economic growth, with a focus on the
below sub-indicators:
3.4 By 2030, reduce by one-third premature mortality from non-communicable
diseases through prevention and treatment and promote mental health and
wellbeing.
5.5 Ensure women’s full and effective participation and equal opportunities for
leadership at all levels of decision making in political, economic and public life.
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Sustainability report continued
Customer
empowerment
We continued to further strengthen our customer
empowerment culture by investing in accessibility,
innovation and agility, and strong customer
engagement. We place customer centricity at the
heart of product development, ensuring that product
development is customer-led, and their needs are
reflected from development to delivery.
Driving progress:
Principles Outcomes Investing in...
Accessibility Our products are
accessible to all.
• Deployed advanced accessibility tools which allow us to automate auditing to the latest
WCAG 2.2 standards, to ensure comprehensive accessibility.
• Continued to enhance our use of Natural Language Processing (a subset of Artificial
Intelligence) to simplify complex training materials and make interactions more accessible for
learners.
Innovation
and agility
An embedded
dynamic product
management
approach that can
respond rapidly
to change whilst
maintaining high
quality outputs.
• Continuing to expand the adoption of a single technology platform, embedding a shared
infrastructure and developing common best practice.
• Further embedded Product Management Capability Frameworks, articulating the
expectations of customer centricity in product development and providing clear career paths
for Product Development professionals.
Strong
customer
engagement
Customers directly
inform new product
development, and
we facilitate strong
communication
channels for
customer feedback.
• Adhered to customer focus standards to maintain ISO 9001 certifications for ICA, CLTI and
Astutis.
• We are proactively investigating the application of AI technologies with customer success
and operation team.
“
We are committed to embedding a customer-led
approach to product development and delivery. Our customers
directly inform our agenda, and by creating accessible, high
value and up to date products we empower them to realise
maximum value from our offering.
”
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Sustainability report continued
Progress on Digital Accessibility
• Ensuring digital accessibility across our platforms and products remains a top priority, driven by our
commitment to regulatory compliance and enhancing user experience. We use advanced accessibility
tools which allow us to automate auditing to the latest WCAG 2.2 standards.
• We continue to focus on role-specific accessibility training, for example training for our marketing and
content professionals on creating accessible digital experiences. This training ensures that our content
is clear, understandable, and inclusive, meeting the diverse needs of all users. We audit our teams
responsible for websites on their accessibility on a quarterly basis.
Our work in this area contributes to the UN goal SDG 10 Reduced inequalities, with focus
on sub-indicator 10.2: By 2030, empower and promote the social, economic and political
inclusion of all, irrespective of age, sex, disability, race, ethnicity, origin, religion or economic
or other status.
ISO 9001: Customer Empowerment in ICA and CLTI
Our commitment to Customer Empowerment is highlighted by the International Compliance Association (ICA)
maintaining ISO 9001 certification and CLTI achieving certification - the globally recognised standard for quality
management systems. The certification provides our customers with the confidence that ICA and CLTI's offerings
are developed, managed, and refined according to best practices. It ensures that feedback from customers is
systematically gathered and used to drive improvements. Responding to customer needs not only enhances
their experience but also ensures that the solutions we provide are directly aligned with their expectations and
industry demands.
Our ambition to create an inclusive culture at Wilmington extends beyond our own people, to the clients and
customers we serve, ensuring accessibility across our product range. We have been leveraging advanced
technology, including artificial intelligence, to enhance engagement and accessibility across our products,
reflecting our ongoing efforts to make our products more inclusive and user-friendly for all. Our accessibility
agenda extends far beyond our digital assets and is an integral part of our wider Inclusion and Diversity
strategy as discussed on pages 31 to 33.
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Sustainability report continued
Proactive assurance
Ethical compliance
Responsible business practice is at the heart of our
strategy, and therefore we aim to instil a culture
of strong ethical compliance across the portfolio.
Our ethics policies are designed to provide clear
and consistent guidance to our people to ensure
they contribute to these high standards of ethical
conduct, and are outlined for all employees in our
internal policies.
One of the key elements of our core value of Cultural
Positivity is that Wilmington reflects a safe and
inclusive working environment that encourages
strong employee engagement and participation by all.
Management encourages this by advocating universal
openness and transparency in respect of reporting
non-compliance of any form, with clear guidelines
provided in the Group’s ABC and whistleblowing
policies, which includes an independent
whistleblowing system and helpline. As we advocate
high standards of integrity internally, we echo this
sentiment in respect of our external stakeholders
by taking a zero-tolerance approach to any forms of
unethical behaviour within our wider operations and
supply chains.
During the year we have:
Continued to review and maintain the annual
mandatory policy acceptance process;
• Achieved >99% target for policy acceptance rate;
• Expanded the scope of mandatory training by
creating role-specific mandatory training;
• Maintained the requirement to demonstrate a
commitment to responsible behaviour in our
supplier onboarding process through our supplier
code of conduct; and
• Continued to monitor and update the Compliance
Hub, bringing together our compliance expertise
and providing company wide updates.
Responsible digitisation
Our customers rely on us to help them do the right
business in the right way, and expect that we take a
proactive approach to upholding the highest standards
of data privacy and cyber security.
Our digital assurance process is governed by skilled
individuals who maintain high levels of control and
compliance and implement best practice in this area.
We are also dedicated to helping our technology
experts continue to stay ahead of the ever-evolving
risk of cyber security, with continuous update training
and dedicated resources to enhance awareness.
We have particularly focused on developing and
deploying a robust and measurable quality procedure
for all customer-facing code. This ensures reliability,
security, and performance in our digital products,
ultimately enhancing the user experience.
We remain committed to the highest standards of
compliance in this area and in the year we achieved our
goals to deliver:
• >99% acceptance of cyber security, acceptable use
and data protection policies.
• 0 ICO reportable phishing incidents resulting in the
loss of data as per previous fiscal year.
• 100% of web products undergo continuous
penetration testing.
• Business continuity plans and incident response
procedures for information security are
tested annually.
• Commitment to and preparation for ISO27001 and
ISO9001 across all Wilmington businesses next
financial year.
Our work in this area contributes
to the UN goal SDG 16 Peace,
justice and strong institutions,
with focus on sub-indicator 16.6:
Develop effective, accountable and
transparent institutions at all levels.
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Sustainability report continued
Environmental responsibility
Our commitment to environmentally responsible operations is an essential part
of our contribution to creating a healthy planet for our people, our partners and
our local communities to prosper. Our biggest direct impacts on the planet come
from resource use and emissions from our offices, and we continue to focus on
transitioning to sustainable materials and methodologies to reduce this impact.
This year, we have made the following progress to reduce our
environmental impact:
• Achieved ISO 14001 certification group wide;
• Continued to review and refine our office footprint to support greater
operational efficiency, with regular assessments in place to ensure our
workplaces meet evolving business needs;
• Maintained renewable tariffs for energy use at all of our occupied UK sites;
• Continued to engage and collaborate with landlords and fellow tenants to
consider solutions to further reduce environmental impact. For example,
solar panels have previously been installed at one of our UK occupied sites;
Compliance Hub
We recognise the critical importance of navigating the complex landscape of
compliance with clarity and confidence in our own business. Our Compliance
Hub brings together our compliance expertise to serve as a comprehensive
resource which streamlines access to essential compliance information and
support services, centralising the latest policies, guidelines, and expert advice.
We have continued to maintain our Compliance Hub, providing our people with
streamlined access to essential policies, guidelines, and expert compliance
support. This has been complemented by increased internal communications
to raise awareness of key sustainability topics, reinforcing our commitment to
responsible and transparent business practices.
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Wilmington plc Annual Report and Financial Statements 2025 42
1. Nil carbon emissions achieved without associated carbon offset
Sustainability report continued
Environmental responsibility continued
• Continued to make improvements to the quality of
supply chain carbon emission data;
• Maintained a focus on increasing more effective
waste management by reducing single use plastic,
reducing or eliminating paper use, and distributing
battery collection boxes;
• Sustained the digitisation of products to reduce the
need for travel and improve efficiency of delivery;
• Increased communications and raised awareness
of sustainability topics, resulting in a rise in our
commuting survey response rate from 18%
to 49.5%;
• Provided engagement activities for our people
to encourage participation and positive
collective action;
• Continued to review our travel policy regularly,
while encouraging the use of low carbon modes
of transport;
• Offering an electric and hybrid salary sacrifice car
scheme as an employee benefit;
• Continued to promote a flexible working
environment that provides for more efficient office
and resources use; and
• Continued to maintain ISO 20121 certification
for RISE and FRA events, demonstrating our
commitment to integrating sustainability into
our work, and specifically into the lifecycle of
our events.
ISO 14001: Supporting our
environmental goals
As a business we are committed to reducing the
impact we have on the environment and playing
an active role in tackling climate change. As such
we have spent the past 12 months working to
implement ISO 14001:2015, the ISO standard for
environmental management systems.
As part of the implementation of this standard
we have reviewed the impact our operational
activities have on the environment, including our
product delivery, our offices and energy usage,
travel and waste management. Additionally,
we have continued to improve our external
engagement processes to support data reporting
for our annual carbon footprint assessment.
We are proud to say we have now completed
the assessment of our management system with
NQA and have been awarded certification to the
ISO standard. This certification now provides
additional focus for us as an organisation to
continue to improve our environmental controls,
reducing our impact and working toward our net
zero targets.
We maintain our commitment to carbon neutrality
by offsetting our Scope 1, 2 and controllable Scope
3 emissions, through high quality accredited carbon
offset schemes focused on biodiversity protection and
innovation in renewable energy technologies.
We have set net-zero carbon targets with a 2019
baseline year, aligned to a 1.5°C trajectory, and have
published our carbon reduction plan to progress
against these goals. We have set ambitious reduction
targets in respect of Scope 1 and 2 emissions well
in advance of 2050 and have worked hard to set
challenging targets in respect of Scope 3 emissions
despite the challenge of managing emissions from
sources we do not directly control.
Our targets
Scope 1 and 2
emissions:
• Absolute
1
zero by
2028
Scope 3 emissions:
• Near term: reduce
by 52% from
baseline by 2030
• Long term: Net-zero
by 2045
Our reporting on energy use and GHG emissions
is in line with the Streamlined Energy and Carbon
Reporting (‘SECR’) legislation. To reflect our
commitment to monitor, report and reduce our
environmental impact, we have also increased the
scope of our GHG reporting to include Scope 1, 2
Climate change, energy and
carbon reporting
In response to the climate crisis, we also recognise the
need to accelerate action to ensure that every entity
within our Group plays an active role in the global
effort to address the impacts of climate change and the
transition to a low carbon economy.
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Sustainability report continued
Our targets continued
and 3 emissions in line with Science Based Targets
initiative recommendations.
Energy use and GHG emissions have been assessed
following the Greenhouse Gas Protocol Corporate
Standard and using the 2023 emission conversion
factors published by the Department for Environment,
Food and Rural Affairs (‘Defra’) and the Department
for Business, Energy, and Industrial Strategy (‘BEIS’).
The assessment follows the market-based approach
for assessing Scope 2 emissions from electricity usage.
The operational control approach has been used. All
Group entities have been included in the assessment.
Assurance over the data used to calculate emissions
has been obtained from a reputable third-party carbon
assessment analyst. The use of employee and turnover
ratios is important to reflect Wilmington’s relative
performance in relation to two of the measures that
fluctuate in line with strategic business change.
Our carbon footprint increased from the previous
year but continues to be significantly reduced from
the baseline year. We remain focused on further
reductions, in line with our carbon reduction plan and
our net-zero carbon targets.
Global carbon
footprint assessment
30 June 2019
Baseline Tonnes
of CO
2
e
30 June 2024
Tonnes of CO
2
e
30 June 2025
Tonnes of CO
2
e
Change since
baseline
%
Change in
the year
%
Emissions from:
Scope 1 – direct emissions 84.91 6.96 7.2 (91.5) 3.4
Scope 2 – indirect emissions 367.61 40.91 59.47 (83.8) 45.4
Total Scope 1 and 2 emissions 452.52 47.87 66.66 (85.3) 39.3
CO
2
employee ratio Scope
1 and 2 (tonnes of CO
2
per
employee) 0.65 0.07 0.10 (84.6) 42.9
CO
2
turnover ratio Scope 1
and 2 (tonnes of CO
2
per £m
revenue) 3.94 0.44 0.64 (83.8) 45.5
Scope 3 – other indirect
emissions 3,837.64 1,384.20 1,282.58 (66.6) (7.3)
Total (all Scope 1, 2 and 3) 4,290.16 1,432.07 1,349.24 (68.6) (5.8)
Total UK energy consumption
(kWh) 1,212,826 649,918 371,031 (69.4) (42.9)
Total global energy
consumption (kWh) 1,398,297 737,309 477,018 (65.9) (35.3)
The base year and previous year have been re-stated to account for divestments and acquisitions.
UK energy consumption accounts for 78% (2024: 88%, 2019: 87%) of total energy consumption.
UK scope 1 & 2 CO
2
emissions account for 51% (2024: 44%, 2019: 91%) of total scope 1 & 2 emissions.
The CO
2
emissions split out between UK and offshore for scope 1 and 2. Scope 3 emissions have not been split out as it is impractical to do so due to the
supply chain data used.
The scope 2 increase is due to office usage and is expected to go down next year as office space is being reduced or closed.
Scope 1, 2 and 3 emissions cover all operations and employees for the last two fiscal years.
The Wilmington Group’s emissions have been independently verified for the previous two fiscal years using a GHG assessment boundary based on the
GHG Protocol Corporate Standard & GHG Protocol Corporate Value Chain.
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Wilmington plc Annual Report and Financial Statements 2025 44
Sustainability report continued
Waste reduction
We are also committed to reducing waste, and to minimising the
carbon footprint associated with the disposal of waste we do
produce. Along with the measures set out in our waste management
policy on the Wilmington plc website, we are also continually
reviewing waste management with our landlords to reduce the
amount of our office waste going to landfill to 0%. Since 2021
we have reduced the proportion of our waste that goes to landfill
from 10% to 2% of our total. Waste disposal disclosures cover all
operations and employees for the last two fiscal years.
The Wilmington Group did not receive any environmental fines or
penalties in the last three fiscal years.
Further details of our response to climate change are outlined in our
TCFD reporting index on pages 59 to 60.
Our work in this area contributes to SDG 12 Responsible
consumption and production, and SDG 13 Climate action, specifically
12.2: By 2030, achieve the sustainable management and efficient
use of natural resources and 12.5: By 2030, substantially reduce
waste generation through prevention, reduction, recycling and reuse.
Recycling
2021 waste disposal routes
60%
10%
30%
Incineration with
energy recovery
Landfill
Recycling
57%
8%
35%
Incineration with
energy recovery
Landfill
Recycling
43%
2%
55%
Incineration with
energy recovery
Landfill
2024 waste disposal routes
2025 waste disposal routes
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Wilmington plc Annual Report and Financial Statements 2025 45
Financial review
Overview
The Group performance was again
strong during the year, driving
ongoing growth in revenue and profit
facilitating a robust balance sheet,
reflected by strong cash conversion
and net cash position. During the
year we acquired Phoenix Health &
Safety, reflected full year results of
the Astutis acquisition and sold the
Compliance Week businesses, all of
which have a significant effect on our
balance sheet and trading.
Adjusting items, measures and adjusted results
In this financial review 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 additional relevant information and enable
an alternative comparison of performance over time. Adjusted results
exclude amortisation of intangible assets (excluding computer software),
impairments, other income (when material or of a significant nature) and
other adjusting items.
Variances described as ‘organic’ are calculated by adjusting the revenue
change achieved year-on-year to exclude the impact of changes in foreign
currency exchange rates and also to exclude the impact of changes in the
portfolio from acquisitions and disposals.
2024
£’m
Absolute variance
2025
£’m £’m %
Statutory continuing revenue 101.5 98.3 3.2 3%
Continuing adjusted profit before tax 27.7 23.7 4.0 17%
Continuing adjusted profit margin % 27% 24%
Revenue
Group revenue increased 11% on an ongoing basis and 3% on a statutory
continuing basis. Organic revenue decreased 1% because of difficulties in
the US healthcare insurance market. The ongoing and statutory continuing
increase reflecting the impact of acquisitions and disposals carried out part
way through the year. Full details can be found in the Review of operations
on pages 19 to 20.
Operating expenses before
amortisation of intangible
assets (excluding computer
software), impairment and
adjusting items
Operating expenses before amortisation
of intangible assets (excluding computer
software) and impairments increased to £77.6m
(2024: £76.6m).
Within operating expenses, staff costs were
£43.3m (2024: £43.6m). Share based payment
costs increased £0.2m due to a full year of
charge relating to the 2024 SAYE scheme and
the introduction of a third SAYE scheme, which
commenced in the year.
Non-staff costs increased by £1.3m to £34.3m
(2024: £33.0m), reflecting the current year costs
of Phoenix Health & Safety from October and
general inflationary increases.
Unallocated central overheads
Unallocated central overheads, representing
Board costs and head office salaries, as well
as other centrally incurred costs were £3.8m
(2024: £4.2m).
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Wilmington plc Annual Report and Financial Statements 2025 46
Financial review continued
Statutory continuing
adjusted profit before tax
(‘continuing adjusted PBT’)
As a result of increased revenue and a continued
focus on operational efficiency, adjusted profit before
tax, which eliminates the impact of amortisation of
intangible assets (excluding computer software),
impairments, other income and other adjusting items,
was up 17% to £27.7m (2024: £23.7m). Adjusted
profit margin (adjusted PBT expressed as a percentage
of revenue) also increased to 27% (2024: 24%).
Amortisation excluding computer
software, impairment, adjusting
charge and other income
Amortisation of intangible assets (excluding computer
software) was £2.5m (2024: £2.1m) representing
amortisation from acquired intangibles with the
increase relating to acquisitions.
The adjusting charge of £8.6m (2024: £0.6m)
representing acquisition costs comprising earnouts
of £5.9m (2024: £nil) and transaction costs of £2.7m
(2024: £0.6m).
Gain on disposals represents a net gain of £1.8m
included within other income relating to the disposal of
Compliance Week, see note 11 for further details.
Operating profit
Operating profit was £14.6m (2024: £22.2m),
reduction driven largely by the prior year gain on
disposal of subsidiaries of £5.9m with a lower current
year gain of £1.8m, and acquisition costs comprising
earnouts in the current year of £5.9m (2024: £nil).
Net finance income
Net finance income increased to £3.8m (2024: £2.0m),
relating to interest received on the cash balance and
deferred consideration related to disposals.
Profit before taxation
Profit before taxation was £18.4m (2024: £24.2m);
a reconciliation of profit before tax to adjusted profit
before tax can be found in note 2.
Taxation
The tax charge for the year was £6.8m (2024: £7.0m)
reflecting an effective tax rate of 37% (2024: 29%).
The underlying tax rate which ignores the tax effects
of adjusting items decreased to 25% (2024: 27%). The
decrease is due to the taxable nature of adjusting items
in both years.
Earnings per share
Adjusted basic earnings per share increased by 19% to
23.07p (2024: 19.38p) see note 9, due to the increase
in adjusted profit before tax. The number of issued
ordinary shares increased due to the issue of shares
during the year. Statutory continuing basic earnings
per share was 12.87p (2024: 19.33p) reduction
driven largely by the prior year gain on disposal of
subsidiaries of £5.9m with a lower current year gain
of £1.8m, and acquisition costs comprising earnouts in
the current year of £5.9m (2024: £nil), see note 9.
Ongoing adjusted basic earnings per share,
excluding the results of sold and closed businesses,
increased by 20% to 23.72p (2024: 19.81p), see
reconciliation to the right.
2025
£’m
2024
£’m
Adjusted earnings
(note 9) 20.7 20.4
Remove loss/(profit)
after tax of sold and
closed businesses 0.6 (2.8)
Ongoing
adjusted earnings 21.3 17.6
2025
Number
2024
Number Variance
Weighted average
number of ordinary
shares (note 9) 89,835,751 88,964,817
Ongoing adjusted
basic earnings
per share 23.72p 19.81p 20%
Dividend
A final dividend of 8.5p per share (2024: 8.3p) will
be proposed at the AGM. This will give a full year
dividend up 2% to 11.5p (2024: 11.3p) and dividend
cover of 2.0 times (2024: 2.0 times).
If approved it will be paid on 3 December 2025
to shareholders on the register as at 31 October
2025 with an associated ex-dividend date of
30 October 2025.
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Wilmington plc Annual Report and Financial Statements 2025 47
Financial review continued
Balance sheet
Non-current assets
Goodwill at 30 June 2025 was £77.5m (2024:
£52.8m). The increase is due to the acquisition of
Phoenix Health & Safety of £25.3m, offset by foreign
exchange differences.
Intangible assets increased by £7.6m to
£17.8m (2024: £10.2m) due to the acquisition
of Phoenix Health & Safety of £10.1m, partly
offset by amortisation of £2.5m and foreign
exchange differences.
Property, plant and equipment decreased by £1.6m
to £1.5m (2024: £3.1m), largely attributable to £1.5m
of depreciation.
Deferred consideration receivable
The deferred consideration receivable balance of
£16.7m (2024: £16.5m) relates to the disposal of ICP
in July 2018, the disposal of MiExact in January 2024,
and the disposal of UK Healthcare in June 2024, with
£14.6m recognised within non-current assets and the
remaining £2.1m recognised within current assets.
Trade and other receivables
Trade and other receivables increased by £0.9m to
£21.2m (2024: £20.3m) the increase arising from the
acquisition of Phoenix Health & Safety.
Current tax liability
At 30 June 2025 the Group recognised a liability
relating to current tax of £0.7m (2024: £1.1m).
Deferred tax
The deferred tax liability of £3.8m (2024: £1.4m)
predominantly comprises the deferred tax liability
for acquired intangibles on acquisition of Astutis and
Phoenix Health & Safety. The deferred tax credit in
the P&L of £0.1m (2024: £0.1m expense) comprises
movements in capital allowances.
Trade and other payables
Trade and other payables increased by £1.9m to
£52.4m (2024: £50.5m) due to the increase in
subscriptions and deferred revenue offset by the
reduction in accruals.
Provisions
Provisions were £5.9m (2024: £0.2m) the current
year relating to earnouts recognised in relation to
acquisition activity.
Share capital
In October 2024 Wilmington issued 657,403 ordinary
voting shares of £0.05 to satisfy the Company’s
obligations under its Performance Share Plan.
During the year 39,751 shares held by the Employee
Share Ownership Trust (‘ESOT’) were used to satisfy
the Company’s obligations under the SAYE Plan
and 95,736 shares held by the ESOT to satisfy
the Company’s obligations under its Performance
Share Plan.
At 30 June 2025, the ESOT held 104,167 shares
(2024: 244,522) in the Company, which represents
0.1% (2024: 0.3%) of the called up share capital.
During the year 948,428 treasury shares were
purchased under the Company’s share repurchase
programme announced on 27 February 2025, this
programme has now ended. During the year 1,224
shares held in treasury were used to satisfy the
Company’s obligations under the SAYE Plan. At 30
June 2025, 952,021 shares (2024: 4,817) were held in
treasury, which represents 1.1% (2024: 0.1%) of the
share capital of the Company.
Net cash, lease liabilities and cash
flow
Net cash excluding lease liabilities, was £42.2m
(2024: £67.8m). The net cash position is driven by
a strong trading performance delivering improved
profits and effective cash management despite a cash
outflow of £29.2m associated with the acquisition
of Phoenix Health & Safety. Please see note 28 for
further information.
Lease liabilities decreased to £1.4m (2024: £2.8m),
the decrease relates to £1.3m (2024: £0.9m) cash
payments in relation to contractual lease obligations
and disposals of £1.1m (2024: £1.3m), offset by £0.1m
(2024: £0.2m) of notional interest on lease liabilities
reported within finance income, additions of £0.9m
(2024: £0.3m) for new leases and acquisitions.
Cash conversion remained strong at 107% (2024:
116%). See note 27 for further details.
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Wilmington plc Annual Report and Financial Statements 2025 48
Financial review continued
Portfolio update
Acquisition of Phoenix
Health & Safety
On 24 October 2024, the Group acquired 100% of
the issued share capital of Phoenix HSC (UK) Limited
(‘Phoenix Health & Safety’), a Company based in the
UK, for an initial consideration of £30.25m. In addition,
under the terms of the acquisition, there are future
earnout payments based on Phoenix Health & Safety’s
financial performance in each of the three years up to
and including 31 March 2028.
Phoenix Health & Safety offers training for a range
of internationally recognised and regulated health,
safety and environmental (‘HSE’) qualifications. The
acquisition strengthens Wilmington’s capabilities in
the provision of must-have training and education to
regulated customers and expands the Group’s position
in the growing HSE training market, alongside Astutis,
which was acquired in November 2023. See note 10
for further details.
Disposals
Compliance Week was sold during the year for £1.0m
recognising a gain of £1.8m included within other
income. See note 11 for further details.
Guy Millward
Chief Financial Officer
19 September 2025
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Wilmington plc Annual Report and Financial Statements 2025 49
Risks and uncertainties facing the business
Identifying and
managing our risks
Responsibility for the Group’s system of risk management and internal controls
ultimately lies with the Board. Risk identification, assessment and management
are central to the Group’s internal control environment, and risk management is
recognised as an integral element of the Group’s operating activities.
The Board is also responsible for determining the Group’s appetite for risk, and
the acceptable level of risk that can be taken on by the Group and its individual
operating entities when assessing its strategic objectives (‘Wilmington risk
appetite’). The Board sets and clearly communicates its local risk appetite to the
business leaders responsible for executing their activities in various locations
across the global portfolio. The guidelines set in response to the Group’s risk
appetite are complemented by the Group’s comprehensive portfolio of policies
governing conduct, including its Anti-Bribery and Corruption (‘ABC’) and
Modern Slavery guidelines, and in accordance with delegated authority
limits. The Group’s risk assessment covers a three-year period, as is
consistent with the period of assessment used in its strategic planning
process and viability review.
The Wilmington Executive Committee coordinates and facilitates
the risk assessment process on behalf of the Board. The Executive
Committee reports directly to the Board using a combination
of structured formal interviews, monthly operational updates,
site visits, ‘bottom up’ reporting and registers (together,
the ‘risk assessment’). The risk assessment covers both
external and internal factors and the potential impact and
likelihood of those risks occurring. Twice per annum the
Audit Committee discusses the report received from
the external auditor regarding their review and audit
procedures, which include, comments on their findings
on internal controls.
Once identified, risks are reviewed and then incorporated into formal risk registers
held at both a Group and entity level, which evolve to reflect any changes to
identified risks and the emergence of any new risks. Where it is considered that
a risk can be actively mitigated to the benefit of the business, responsibilities are
assigned, and action plans are agreed.
As well as assessing ongoing risks the Executive Committee considers how the
business could be affected by any emerging risks over the long term. Emerging
risks are those which may develop but have a greater uncertainty attached to them.
Throughout the year Managing Directors (‘MDs’), Heads of Group Functions and
other relevant employees are asked to highlight any new or emerging new risks;
these are then reported to the Board and monitored on an ongoing basis.
Our risk assessment process provides a clear framework for identifying and
managing risk, both at an operational and strategic level, and has been designed to
be appropriate to the ever-changing environments in which we operate.
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Wilmington plc Annual Report and Financial Statements 2025 50
Risks and uncertainties facing the business continued
Risk management structure, roles and responsibilities
The Board regularly reviews the Group’s key risks and is supported in the discharge of this responsibility by various committees, specifically the Audit Committee.
The risk management roles and responsibilities of the Board, its committees and business management are set out below, and all these responsibilities have been met
during the year.
Board
Ultimate responsibility
for risk management
Responsibilities
• Approve the Group’s strategy and objectives
• Determine Group appetite for risk in achieving its
strategic objectives
• Establish the Group’s systems of risk management
and internal control
Actions
• Assess managements strategic decisions in the context of the Group’s risk appetite
• Receive regular risk updates from the businesses
Audit Committee
Supporting the Board
Responsibilities
• Supports the Board by monitoring risk and reviewing the
effectiveness of Group internal controls, including systems to
identify, assess, manage and monitor risks
Actions
• Receive regular reports on the internal and external audit and other assurance activities
• Determine the nature and extent of the principal Group risks and assess the effectiveness of mitigations
• At least annually review the effectiveness of risk management and internal control systems
• Review the adequacy of the Group’s key conduct policies
Executive Committee
Ongoing review and
control
Responsibilities
• Strategic leadership of the Group’s operations
• Ensure that the Group’s risk management and other policies are
implemented and embedded
• Consider emerging risks in the context of the Group’s strategic
objectives
• Monitor the application of risk appetite and the effectiveness of
risk management processes
• Monitor the discharge of responsibilities by operating entities
Actions
• Review of risk management and assurance activities and processes
• Respond to notifications of changing and emerging risks within its area of business responsibility
• Govern monthly/quarterly finance and performance reviews
• Review key risks and mitigation plans and consolidate Group risks
• Review the three year strategic plan
• Review results of assurance activities
• Escalate key risks to the Board
Senior Leadership Team
Ongoing risk
assessment
Responsibilities
• Maintain an effective system of risk management and internal
control within their function/operating company
• Maintain strong and timely communication with the Executive
Committee in respect of emerging and changing risks
Actions
• Regularly review operational, project, functional and strategic risks
• Review mitigation plans
• Plan, execute and report on assurance activities as required by entity, region or group
Wilmington risk appetite
The Group’s approach is to minimise exposure to reputational, financial and operational risk, whilst accepting and recognising a risk/reward trade-off in the pursuit of its
strategic and commercial objectives.
The provision of solutions primarily to the Governance, Risk and Compliance markets means that the integrity of the business and its brands is crucial and cannot be put at
risk. Consequently, it has zero tolerance for risks relating to non-adherence to laws and regulations (‘unacceptable risk’). The business, however, operates in a challenging
and highly competitive marketplace that is constantly changing not just in regulation and legislation but also for new technology and process innovation.
It is therefore part of day-to-day planning to make certain financial and operational investments in pursuit of growth objectives, accepting the risk that the anticipated
benefits from these investments may not always be fully realised. Its acceptance of risk is subject to ensuring that potential benefits and risks are fully understood and
sensible measures to mitigate risk are established.
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Wilmington plc Annual Report and Financial Statements 2025 51
Risks and uncertainties facing the business continued
Climate change
The Group recognises that the global climate crisis is a significant driver of future socio-economic
and environmental change, and accordingly presents potential risk to the Group’s ability to deliver its
strategic objectives.
In each year since 2022, the risk assessment and strategic planning processes includes a detailed review of
the potential risks that may arise as a result of climate change. Following the review the Board concluded that
impacts of climate change should continue to be high on the agenda of its strategic planning and risk assessment
processes, but should not be classified as a discrete principal risk, justified by two key outcomes:
1. The review demonstrated that the Group’s business model and strategy have an inherent resilience to the
impacts of climate change for the following reasons:
• Lack of direct reliance on the natural resources impacted most heavily by climate change to deliver
its products;
• Proven agility and resources to facilitate relocation of operations and events or transition to digital
alternatives if an extreme climate event occurs;
• Presence across different markets in different locations and no significant customer
concentration in the sectors at most risk of severe disruption from climate change;
and
• Strong alignment of its core offering to potential transition impacts specifically
in relation to new policy, regulatory change, and data and information insights
and analysis.
2. The business risks associated with climate impacts identified in the review
are strongly aligned to those that already sit on the Group’s risk register. The
potential for climate change to significantly disrupt the Group’s operations
would manifest itself either through physical disruption to our people,
customers, suppliers and their working environments or through market
disruption triggered by the transition to a low carbon economy. The risks
associated with these disruptions are specifically addressed by our existing
principal risks, and therefore the Board gained comfort that the management of
climate change risks is well aligned to, and can be effectively integrated with,
the existing principal risk mitigation strategies.
• Details of the specific impacts considered and how these align to our existing
principal risk mitigation strategies are disclosed on pages 52 to 57.
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Wilmington plc Annual Report and Financial Statements 2025 52
Risks and uncertainties facing the business continued
Principal risks and uncertainties
During the year the Directors have carried out an assessment of the
principal risks facing the Group – including those that would threaten
its business model, future performance, solvency or reputation. The
ten key risks and uncertainties relating to the Group’s operations,
along with their potential impact and the mitigations in place, are set
out on pages 53 to 57. There may be other risks and uncertainties
besides those listed below which may also adversely affect the Group
and its performance. More detail can be found in the Audit Committee
report on pages 78 to 80.
As part of their assessment, the Directors reviewed the principal
risks in the context of their potential impact on the Group’s ability to
achieve its strategic objectives as set out on pages 11 to 12.
The Group’s sustainability strategy defines the responsible business
culture advocated by the Board that directly contributes to the
effective management of the Group’s risks, helping to enhance the
delivery of its broader strategic objectives. Therefore the four pillars
of the sustainability strategy have been mapped to any principal
risks for which the associated activities contribute a valuable element
of the mitigative action, being: Cultural positivity (‘CP’), Customer
empowerment (‘CE’), Environmental responsibility (‘ER’) and
Proactive Assurance (‘PA’).
In summary, our principal risks in the context of the strategic goals
and viability review are mapped over a three-year period as follows:
9
2
510
4
1
3
6
7
8
Financial impact
Low
<£1m
Medium
£1–2m
High
>£2m
Low
<20%
Medium
20–80%
High
>80%
1. Market and innovation
2. Lack of changes to regulations and legislation
3. People
4. Intellectual property rights infringement
5. Failure or significant interruption to IT systems
causing disruption to client service
6. Technology and speed of change
7. Remoteness of operations and globalisation
8. Dependency on key data sources
9. Major incidents
10. Reputational risk
Likelihood
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Wilmington plc Annual Report and Financial Statements 2025 53
Risks and uncertainties facing the business continued
Key risk 1. Market and innovation
Supporting sustainability pillar(s):
CE
PA
Description
The specialist markets we serve are highly competitive and experience constant changes, including
growth, decline, consolidation, and disruption. These dynamics significantly impact customer needs
and preferences.
These factors combined mean that if we do not continually innovate and invest in our business we will
not deliver the organic growth required to maintain acceptable margins and best in class returns over
the long term.
Mitigation
Product management is a key area of focus for the progression of the Group’s strategic objectives.
The Group has a dedicated New Product Development (‘NPD’) framework, managed by an Investment
Committee. The objectives of the Committee are to actively encourage innovation whilst maintaining
strong governance and rigour around internal investment and provide detailed post-investment appraisal.
Depending on the size of the initiatives, Board or Investment Committee approval is required to ensure
that the Group’s significant projects are aligned to the overall strategy.
Within the NPD framework, we have implemented a methodology which involves stripping back
requirements to the ‘minimum viable product’ which serves the fundamental needs of our customers and
then adopting ‘Customer Advisory Groups’ to learn what additional features would be of value to our
customers. This iterative roll-out process ensures more effective and focused product development that
continually responds to customer needs.
This approach has proven highly effective in the ongoing development of our hybrid delivery model, and
in respect of product enhancements that differentiate our offering and define our competitive advantage.
Change since 2024
Same risk →
Key risk 2. Lack of changes to regulations and legislation
Supporting sustainability pillar(s):
CE PA
Description
Wilmington’s businesses operate in the GRC markets. The product portfolio is therefore heavily centred
around helping customers manage the operational complexity and increased risk caused by wide-ranging
laws, regulations and legislation.
Changes to the regulatory landscape offer opportunities for Wilmington to leverage its knowledge and
expertise to assist clients and customers with the change.
A lack of regulatory change would reduce new opportunities for growth and demand for existing
products and services.
Mitigation
We actively monitor Government regulatory bodies and relevant committees to ensure that we
understand the future landscape. This enables us to position both our existing and new products and
services to help better deliver to our clients and customers.
Local plans are updated as part of the internal strategic planning process to enable us to respond
quickly to market information and economic trends. Continual monitoring of market conditions and
market changes against our Group strategy, supported by the reforecasting and reporting in all of our
businesses, is key to our ability to respond rapidly to changes in our operating environment.
The ongoing volatility of the global economy, and associated societal impacts, indicates that continued
regulatory and legislative change is likely in the short to medium term. However, the Group continues
to innovate and diversify its product portfolio by offering more value-added products which are less
dependent on changes in regulation. A core focus of our model, and a key characteristic of our business,
is our ability to leverage our strengths to quickly adapt to changing customer requirements. This agility
has underpinned the agility of our business model to continue to deliver growth during periods of
significant uncertainty and change.
Change since 2024
Same risk →
Supporting sustainability pillars
CP
Cultural Positivity
PA
Proactive Assurance
CE
Customer Empowerment
ER
Environmental Responsibility
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Wilmington plc Annual Report and Financial Statements 2025 54
Risks and uncertainties facing the business continued
Key risk 3. People
Supporting sustainability pillar(s):
CP
ER
Description
The implementation and execution of our strategies and business plans depend heavily on our ability
to recruit, motivate and retain a diverse workforce of skilled employees and management – particularly
senior management, subject matter experts and those with technology and data analytics capabilities.
An inability to recruit, motivate or retain such people could adversely affect our business performance.
Failure to recruit and develop a diverse talent base for the Group that does not reflect the diversity of the
customers we serve could also adversely affect our reputation and business performance.
Key person or Senior Management leaving the business leading to loss of organisational knowledge.
Mitigation
We advocate positive employee experience as a core priority for all parts of our business, and we have a
comprehensive People strategy to support this ambition.
The work of our People team covers an extensive range of issues that contribute to the development of a
positive culture that is vital as we attract, retain and develop talent.
The work of the People team, with the sponsorship of the Board and the Executive Committee, delivers a
wide range of services to enhance employee experience. These are underpinned by dedicated strategies
that drive progress across the following key areas of focus:
• Diversity and Inclusion;
• Reward and recognition;
• Talent acquisition and development;
• Wellbeing; and
• Engagement.
The Group operates a competitive remuneration package that is enhanced by share plans for certain
senior management, and also operates a Save As You Earn scheme for UK employees to further align the
interests of employees and shareholders.
Change since 2024
Increased risk ↑
Key risk 4. Intellectual property rights infringement
Supporting sustainability pillar(s):
PA
Description
Protection of our intellectual property builds competitive advantage by strengthening barriers to entry.
Our intangible resources include data, processes, technological know-how, branding and our workforce.
Intellectual property rights are integral to the Group’s success.
Mitigation
We take a zero tolerance approach to any intellectual property infringement and will take all necessary
action to enforce our rights and proactively identify infringements.
Wilmington’s policy is to litigate against any infringement of our intellectual property rights.
Operating businesses are actively encouraged to develop and protect the know-how in local jurisdictions.
Change since 2024
Same risk →
Supporting sustainability pillars
CP
Cultural Positivity
PA
Proactive Assurance
CE
Customer Empowerment
ER
Environmental Responsibility
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Wilmington plc Annual Report and Financial Statements 2025 55
Risks and uncertainties facing the business continued
Key risk 5. Failure or significant interruption to IT systems
causing disruption to client service
Supporting sustainability pillar(s):
PA
Description
Major failures in our IT systems may result in client service being interrupted or data being lost/corrupted
causing damage to our reputation and/or a decline in revenue.
There is a risk that a cyber attack on our infrastructure by a malicious individual or group could be
successful and impact critical systems used across the Group.
Mitigation
Our IT infrastructure is supported by a UK based third-party specialist, and is consistently reviewed and
improved to ensure the best quality experience for both our employees and our customers. As part of the
management strategy we have a shared hosting facility for our internal systems, giving us Tier 3 and ISO
27001 data centres for extra security and a common disaster recovery position.
We continued to focus on recruitment, retention and training of highly skilled internal IT and data
specialists to ensure we demonstrate best practice service management.
We continue to roll-out mandatory cyber security training for all staff to increase the awareness of this
increasing threat. In addition, our outsourced IT infrastructure partner proactively monitors our network
periphery for potential cyber-attacks. We also run education and simulations of cyber-attacks for staff to
further increase awareness and reduce this risk.
Specific back-up and resilience requirements are built into our systems and we are increasingly becoming
more cloud based. Our critical infrastructure is set up so far as is reasonably practical to prevent
unauthorised access and reduce the likelihood and impact of a successful attack. Business continuity and
disaster recovery plans are in place and are assessed continually to ensure that they cover the residual
risks that cannot be mitigated.
The Group also outsources the hosting of all websites improving resilience, efficiency and scalability.
Change since 2024
Same risk →
Key risk 6. Technology and speed of change
Supporting sustainability pillar(s):
PA
Description
Digital and technological transformation is now moving at a fast pace across the globe, disrupting value
chains and transcending the traditional ways of conducting business.
Digitisation continues to drive significant change in our customers’ business models, and in their
appetite for products that align to these changes. Although digital and technological transformation
offers Wilmington opportunities for growth and value creation, it comes with its own set of challenges
and risks.
The emergence of generative AI tools to create appealing products poses a risk. The power of AI to
swiftly generate innovative offerings that some customers find attractive poses a threat for Wilmington.
The misuse of AI, coupled with a lack of adequate checks and controls between businesses and
technology, can lead to significant negative impacts.
Mitigation
Our NPD process described in key risk 1 enables and encourages product innovation throughout our
business. This has improved our rate of innovation to deliver ‘client centric’ products.
Our Technology and Data teams have a significant range of valuable experience, including that gained
in mature digital organisations. We actively deliver projects in an ‘agile’ fashion using strong product
management methodologies.
The rapid digitisation of our business demonstrated our ability to rapidly adapt to change in this
area. The lessons learnt in that period of rapid transformation continue to guide our strategies
for future development and effective mitigation of the risk that we will be challenged by rapid
technological change.
Group-wide training on the appropriate use of AI, along with the implementation of formalised policies
and processes, is necessary.
Change since 2024
Increased risk ↑
Supporting sustainability pillars
CP
Cultural Positivity
PA
Proactive Assurance
CE
Customer Empowerment
ER
Environmental Responsibility
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Wilmington plc Annual Report and Financial Statements 2025 56
Risks and uncertainties facing the business continued
Key risk 7. Remoteness of operations and globalisation
Supporting sustainability pillar(s):
PA
Description
A key operational risk emanates from the remoteness of operations away from key management
personnel, and from the increasing global spread of our businesses.
There is a currency risk from operating in a large number of countries.
Political or geopolitical disruption such as tariffs and civil unrest.
Mitigation
Control is exercised locally in accordance with the Group’s policy of autonomous management. We seek
to employ high quality local experts.
The Executive Committee ensures that overall Group strategy is fulfilled through ongoing review of the
businesses. The creation of centrally managed and divisional level oversight of finance, technology and
people strategies provides a central insight into local operations and allows more central control than
would be possible with geographically distributed functions.
We manage currency risk in local operations by matching revenue and costs in the same currency,
closely monitoring our cash position and, where applicable, taking a low risk approach when applying
treasury policy.
Change since 2024
Increased risk ARROW-UP-LONG
Key risk 8. Dependency on key data sources
Supporting sustainability pillar(s):
PA
Description
Wilmington generates a significant amount of revenue from the sale of, or the licensed access to, data.
This data is often sourced from third parties who provide to Wilmington either exclusive or non-exclusive
licences to use the data.
There could be a significant decrease in the Group’s revenue if Wilmington were to lose these licences
completely or in the case of exclusive arrangements if we were to lose the exclusive rights.
Mitigation
We monitor key data licence contracts across the business to ensure that all key contracts that are close
to expiring are identified as early as possible.
We have close working relationships with the third parties to these contracts and aim to start
negotiations to extend the contracts at an early stage to give Wilmington the best possible chance of
renegotiating and extending the contracts.
Change since 2024
Decreased risk ARROW-DOWN-LONG
Supporting sustainability pillars
CP
Cultural Positivity
PA
Proactive Assurance
CE
Customer Empowerment
ER
Environmental Responsibility
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Wilmington plc Annual Report and Financial Statements 2025 57
Risks and uncertainties facing the business continued
Key risk 9. Major incidents
Supporting sustainability pillar(s):
CP
PA
Description
We operate internationally and are exposed to major incidents and global events. These can be caused
by extreme weather, natural disasters, major disease outbreak, military action, civil unrest or terrorism.
In most cases, there is relatively little businesses can do to control causes of major incidents. Major
incidents have the potential to cause harm and injury to people, venues and facilities and severely
interrupt business. Our face-to-face events and training business is particularly vulnerable to this type
of risk.
Mitigation
The Group continues to carefully manage the proportion of its income generated from large face-to-face
events to reduce exposure to this risk. It also continues to focus on a hybrid delivery model for all of its
products to allow adaptation in the event of a major incident.
The Group’s events function also has event-specific strategies to mitigate the risk of disruption from
major incidents, including selecting well-connected locations with reliable infrastructure systems and
seeking flexible agreements with venues to increase the potential to transfer or postpone events if
disruption does occur.
The Covid-19 pandemic demonstrated that a major incident does have the ability to impact multiple
locations over a protracted time period. However, continued innovation and investment across the Group
have demonstrated that the ability to operate on a 100% digital basis provides significant mitigation to
this risk.
The Group assesses the value of insurance cover for cancellations on a case-by-case basis, to ensure the
associated cost and reliability of cover is considered economical.
Change since 2024
Same risk →
Key risk 10. Reputational Risks
Supporting sustainability pillar(s):
CP
PA
Description
Much of the Group’s revenue is generated by training clients in matters of Regulatory Compliance, or by
hosting events that debate such topics.
If the Group were to suffer a compliance breach itself then prospective clients may call into question its
fitness to provide such training or host such events.
The overseas entities in the Group are exposed to bribery and compliance breaches. Non-compliance
with the territories legislation could cause reputational damage to the Group.
Mitigation
The Board maintains a zero-tolerance approach to non-adherence with laws and regulations. This is
clearly communicated to employees and is reinforced through the Company’s internal communications.
The Board receives regular updates on changes to applicable legislation and regulation and plans, both
in the UK and overseas, in order to adopt them across the Group.
Individual businesses operate under specific independent brands, and this helps mitigate the potential
fall-out across the Group if there was an issue in any specific business.
The Group also has a policy to retain emails for a limit of two years to prevent loss of key data.
Change since 2024
Same risk →
Supporting sustainability pillars
CP
Cultural Positivity
PA
Proactive Assurance
CE
Customer Empowerment
ER
Environmental Responsibility
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Wilmington plc Annual Report and Financial Statements 2025 58
TCFD disclosure
Climate change – impact
and adaptation
We continue to implement the Taskforce for Climate-related Financial Disclosures
(‘TCFD’) recommendations in full, while still putting together some further detail
on the metric requirements. These disclosures are consistent with the TCFD’s
recommendations and each of the 11 TCFD recommended disclosures
in accordance with LR 9.8.6 (8)R (FCA’s Listing Rules) and are shown on
pages 59 to 60. We continue to monitor the impacts of climate change on the
Group’s risk profile, and recognise the potential opportunities that may arise from
the transition to a low-carbon economy are well aligned to our core offering. We
have committed to net-zero carbon targets, with an ambition of absolute zero in
respect of Scope 1 and 2 emissions by 2028, and net-zero in respect of Scope 3
emissions by 2045.
We anticipate that climate change will have a wide range of impacts on all of
our stakeholders because of the strong interconnection between environmental
conditions and societal change. Therefore, whilst our business model exhibits an
inherent resilience to the worst physical impacts of climate change, our assessment
highlighted that the transition to a lower carbon economy will have direct
implications for our core offering in the Governance, Risk and Compliance markets,
and that the broader impacts of both physical and transition risks will affect how our
people, customers and suppliers operate effectively.
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Wilmington plc Annual Report and Financial Statements 2025 59
TCFD disclosure continued
Climate change – impact and adaptation continued
Disclosures detailing the implementation of the eleven core recommendations of TCFD are included throughout the Annual Report as follows:
Recommendation Response Disclosure
Governance
1. Describe the Board’s oversight of
climate-related risks and opportunities.
Board oversight of the Group’s response to climate change sits with the Senior Independent Director, and ultimate responsibility
for management sits with the Chief Executive Officer. The Board is responsible for reviewing and challenging ESG targets
and disclosures.
Climate change impact and
adaptation pages 58 to 63
Responsible business
pages 27 to 28
Governance report
pages 69 to 77
2. Describe management’s role in assessing
and managing climate-related risks
and opportunities.
Responsibility for day-to-day management sits with the Inclusion & Sustainability Advisor, in collaboration with the Executive
Committee and Senior Leadership Team. This approach to governance is integrated with the Group’s broader strategic planning
process, its sustainability governance framework as outlined on pages 27 to 28, and the Group’s risk assessment process as
described on pages 49 to 57. The Global Sustainability Council meets quarterly and is responsible for achieving the Group’s ESG
targets and reporting progress to the Board at regular intervals throughout the year. The Head of Inclusion and Sustainability
regularly provides updates to the executive committee.
Climate change impact and
adaptation pages 58 to 63
Risk management
pages 49 to 57
Strategy
3. Describe the climate-related risks and
opportunities the organisation has
identified over the short, medium, and
long term.
Our assessment identified ten potential climate change impacts that are relevant to Wilmington, and these include both physical
impacts and those related to the transition to a low carbon economy. Each impact identified has also been classified in relation its
potential to increase exposure to a risk or generate viable new market opportunities as summarised in the climate impacts table
on pages 61 to 63.
Climate change impact and
adaptation pages 58 to 63
4. Describe the impact of climate-
related risks and opportunities on the
organisation’s businesses, strategy, and
financial planning.
The strategic and financial planning implications of each impact identified have been considered in the context of their potential to
disrupt or enhance the Group’s potential to deliver its broader strategic objectives, as summarised in the climate impacts table on
pages 61 to 63. Wilmington have assessed the risks and opportunities by operating segment and geography and have not found
the impact to be materially different across the Group.
Climate change impact and
adaptation pages 58 to 63
5. Describe the resilience of the
organisation’s strategy, taking into
consideration different climate-related
scenarios, including a 2°C or
lower scenario.
Wilmington have considered three climate-related scenarios with referenced data sets to provide insight into the indicative
socio-economic conditions that would result from different levels of warming and the related policy outcomes on the
organisations strategy. Details are provided on page 63.
Climate change impact and
adaptation pages 58 to 63
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Wilmington plc Annual Report and Financial Statements 2025 60
TCFD disclosure continued
Recommendation Response Disclosure
Risk management
6. Describe the organisation’s processes
for identifying and assessing
climate-related risks.
The process for identifying, assessing and managing climate-related risks is integrated into Wilmington’s overall risk
management process as described on page 51. Climate change is recognised as an emerging risk as described on page 51.
Climate change impact and
adaptation pages 58 to 63
Risk management
pages 49 to 57
7. Describe the organisation’s processes for
managing climate-related risks.
Climate-related risks are identified through research, stakeholder engagement and internal risk workshops and are reviewed on
an annual basis or more frequently if required. Risks are modelled in different regions where appropriate if physical risk varies by
geographical location.
Climate change impact and
adaptation pages 58 to 63
Risk management
pages 49 to 57
8. Describe how processes for identifying,
assessing, and managing climate-related
risks are integrated into the organisation’s
overall risk management.
Climate-related risks are recognised as a contributing factor to a number of our principal risks as identified on pages 51 to 52.
Where a climate-related risk aligns strongly to one of the Group’s existing risks and associated mitigation strategies, it has
been mapped to the relevant principal risk as shown on the climate impact table on page 62. Each impact identified has been
classified in relation its potential to increase exposure to a risk or generate viable new market opportunities as shown on the
climate impact table on page 62.
Climate change impact and
adaptation pages 58 to 63
Risk management
pages 49 to 57
Metrics and targets
9. Disclose the metrics used by the
organisation to assess climate-related
risks and opportunities in line with its
strategy and risk management process.
We use a variety of metrics to measure climate-related impacts. Our reporting on energy use and GHG emissions is in line with
the Streamline Energy and Carbon Reporting (‘SECR’) legislation. Our GHG reporting to include Scope 1, 2 and 3 emissions in
line with Science Based Targets initiative recommendations.
We have set net-zero carbon targets with a 2019 baseline year, aligned to a 1.5°C trajectory, and have developed a carbon
reduction plan to progress against these goals.
Our biggest direct impacts on the planet come from resource use and emissions from our offices, and we continue to focus on
transitioning to sustainable materials and methodologies to reduce this impact. Details of these metrics and initiatives can be
found on pages 41 to 44.
Climate change impact and
adaptation pages 58 to 63
Responsible business
pages 27 to 28
10. Disclose Scope 1, Scope 2, and, if
appropriate, Scope 3 greenhouse gas
(‘GHG’) emissions, and the related risks.
Reporting on energy use and GHG emissions including Scope 1, 2 and 3 emissions and the related risks can be found on
pages 41 to 44.
Responsible business
pages 27 to 28
11. Describe the targets used by the
organisation to manage climate-related
risks and opportunities and performance
against targets.
Wilmington have committed to net-zero carbon targets, with an ambition of absolute zero in respect of Scope 1 and 2 emissions
by 2028, and net-zero in respect of Scope 3 emissions by 2045, as described on pages 41 to 44.
Responsible business
pages 27 to 28
Climate change – impact and adaptation continued
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Wilmington plc Annual Report and Financial Statements 2025 61
TCFD disclosure continued
Impact assessment
Our assessment identified ten potential climate change impacts that are relevant to Wilmington,
and these include both physical impacts and those related to the transition to a low carbon
economy. The strategic and financial planning implications of each impact identified have been
considered in the context of their potential to disrupt or enhance the Group’s potential to deliver
its broader strategic objectives, as summarised on pages 58 to 63. Where a climate-related risk
aligns strongly to one of the Group’s existing risks and associated mitigation strategies, it has been
mapped to the relevant principal risk. Each impact identified has also been classified in relation its
potential to increase exposure to a risk or generate viable new market opportunities.
Classification
Exposure:
effectiveness of
risk mitigation
Potential: result
of associated
opportunity
Low Prevent material impact on
strategic progress.
Unlikely to generate financial
returns.
Moderate Reduce extent of material
impact on strategic progress.
Could generate immaterial
financial returns.
High Failure to prevent material
impact on strategic progress.
Could generate material financial
returns.
Quantifying the impacts
The focus of our assessment has been to perform a robust qualitative analysis that can be used
to effectively inform our response to climate change as an integral part of the Group’s strategic
planning processes. Whilst we have not quantified these impacts specifically, the nature of the
most relevant issues identified aligned strongly to those assessed as part of the Group’s viability
assessment. As disclosed on page 64, as part of this assessment we modelled the potential
financial impacts of the Group’s principal risks over a three year period. Reference to this viability
testing therefore provided scope to validate the reasonableness of our assumptions regarding
which climate impacts could have a material impact on the financial returns of the Group in
the short term (1 to 3 years). Whilst the medium (4-10 years) and long term (10 years and
beyond) implications have not been quantified, the assessment and scenario planning
analysis have demonstrated that the nature of the impacts would be strongly aligned
over these time periods. Not disclosed is information on the relevant metrics as set out in
Table A2.1 in the TCFD guidance and information about the metrics that management
use to measure progress to their environmental goals.
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Wilmington plc Annual Report and Financial Statements 2025 62
TCFD disclosure continued
Climate impacts and response summary
Climate impacts Exposure/Potential Strategic implications and response summary
Physical
impacts
Extreme climate events disrupt office and
home working infrastructure
Risk: Low
Opportunity: N/A
Inherent resilience through agile workforce and hybrid working practice. Continue to invest in technological capabilities and review resilience of office
infrastructure as part of ongoing strategic planning and capital investment processes. Maintain strong employee engagement and support.
Principal risk alignment:
3
– People,
5
– IT system disruption,
9
– Major incidents
Extreme climate events disrupt
face-to-face events or training, and
business development opportunities
Risk: Low
Opportunity: N/A
Inherent resilience due to digital-first model and hybrid delivery capabilities. Continue to follow risk mitigation plan integrated into face-to-face events
planning process. Continue to factor potential costs of transition to virtual alternatives into budgetary planning process.
Principal risk alignment:
5
– IT system disruption,
6
– Technology,
9
– Major incidents
Sector specific physical impacts disrupt
customers in high exposure categories
Risk: Low
Opportunity: Moderate
Relatively low customer concentration in high exposure categories. Requirement for regulatory insight and training likely to increase due to climate
change triggering further reliance on our services. Continue to innovate and provide mission-critical information and training to customers to protect
revenue streams.
Principal risk alignment: NA
Extreme climate events cause supply
chain disruption
Risk: Low
Opportunity: N/A
Inherent resilience through low supplier concentration and limited reliance on raw materials. Continue to assess viability risk of material suppliers in line
with risk policy
Principal risk alignment:
5
– IT system disruption
Transition
impacts
Transition to low carbon economy
triggers shift in customer markets
Risk: Low
Opportunity: High
Strong alignment to GRC markets focus. Maintain strong communication channels with customers and continue to innovate to meet changing needs.
Integrate climate-related content and solutions into core data and training products. Successful realisation of opportunities is dependent on talent,
innovation and operational effectiveness.
Principal risk alignment:
1
– Market and innovation,
3
– People,
6
– Technology,
8
– Data source reliance
Changing attitudes to business travel Risk: Low
Opportunity: N/A
Inherent resilience due to digital-first model. Maintain flexibility to offer hybrid delivery and focus on quality in digital alternatives to face-to-face products.
Maintain strong communication with customers via virtual formats.
Principal risk alignment:
5
– IT system disruption,
6
– Technology
Evolution of carbon taxes Risk: Low
Opportunity: Moderate
Limited exposure due to industry focus. Maintain strong visibility of potential future cost and compliance implications as part of budgetary planning
processes. Maintain focus on updating core product offering to align to associated regulatory change.
Principal risk alignment:
10
– Reputation
Policy change regarding domestic
infrastructure
Risk: Low
Opportunity: N/A
Exposure limited to workforce disruption caused by domestic infrastructure changes. Continue to provide office premises for effective operations, and
maintain commitment to Real Living Wage.
Principal risk alignment:
3
– People
Increased corporate
reporting requirements
Risk: Low
Opportunity: High
Limited exposure due to strong internal reporting processes. Maintain strong internal processes to ensure timely integration of policy change into training
material and associated services.
Principal risk alignment:
1
– Market and innovation,
2
– Regulation
Stakeholder expectations of
Wilmington’s response to climate change
Risk: Low
Opportunity: High
Limited exposure due to strong commitment to participation in the climate agenda. Future talent attraction and retention, and good customer engagement
will be significantly enhanced by clear demonstration of our commitment to environmental responsibility.
Principal risk alignment:
3
– People
10
– Reputation
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Wilmington plc Annual Report and Financial Statements 2025 63
1. Shared Socio-Economic Pathway.
2. Intergovernmental Panel on Climate Change.
3. International Energy Agency.
TCFD disclosure continued
Scenario analysis
As part of our climate impacts assessment we considered the potential for the risks and opportunities identified to vary depending on different future scenarios. The
differentiating factors most relevant to our business are the severity of physical impacts on our people and other stakeholders, and the speed, nature and impact of
regulatory change. Therefore our approach to selecting illustrative scenarios was to ensure our analysis encompassed the most extreme cases in respect of these two
variables. Accordingly, we have used three scenarios which reflect reference to three core SSPs
1
used within the IPCC
2
Sixth Assessment Report in addition to qualitative
analysis by the IEA
3
to provide insight into the indicative socio-economic conditions that would result from different levels of warming, and the related policy outcomes.
A summary of these scenarios and indicative socio-economic conditions is provided below.
Indicative
assumptions Scenario 1 Scenario 2 Scenario 3
Related SSP 1 – 1.9 1 – 2.6 5 – 8.5
Temperature rise trajectory 1.5°C <2°C 6°C
Policy change Significant and timely
decarbonisation policy
implementation.
Transition towards
decarbonisation focused
policy implementation.
Business as usual, reactive
change only.
Customer impact Significant and timely
adaptation. Demand for
GRC solutions increases
as increased risk leads to
increased regulation.
Transition towards adaptive
measures. Demand for
GRC solutions increases
as increased risk leads to
increased regulation.
Significant disruption
from physical risks diverts
resource.
Innovation and adaptation Investment facilitates
streamlined transition to low
carbon economy.
Heavy reliance on good
adaptive technologies to
facilitate transition to low
carbon economy.
Limited and delayed
investment in adaptive
technologies.
The below chart provides an illustrative summary of the implications
for potential outcomes in respect of the climate change impacts most
relevant to Wilmington’s strategy for each of the three scenarios.
SC3
SC2
SC1
Likelihood and magnitude of physical
impacts disrupting operations
Potential to capitalise on
opportunities from regulatory change
Low
Low
Moderate High
Moderate High
Future focus
Our assessment has demonstrated that the climate-related impacts most relevant to Wilmington align strongly to the Group’s principal risks that consider disruption to
operational effectiveness, and our ability to lead in product innovation and the delivery of excellent customer experience. The assessment also demonstrates that the
needs of our customers during the transition to a lower carbon economy will strongly align to our core offering in Governance, Risk and Compliance. This assessment also
concluded that there is no indication of material financial exposure to the climate-related risks identified.
The Board therefore consider the Group to be well positioned to meet its strategic objectives by continuing to integrate its assessment of climate change impacts into its
existing risk management and strategic planning processes, ensuring it retains the agility to respond in a way that achieves the best outcomes for all its stakeholders.
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Wilmington plc Annual Report and Financial Statements 2025 64
Viability statement
Assessing the future prospects of the Group is integral to the Board’s business
planning process, and is also closely aligned to the risk management process
as detailed on pages 49 to 52. The planning process includes detailed financial
forecasting, regular performance analysis, robust risk management assessment, and
continued monitoring of industry trends and wider economic conditions.
In the context of the challenging economic environment in which the Group operates,
the Board has performed a detailed assessment to conclude on:
• The appropriateness of adopting the going concern basis in preparing the
financial statements for the year ended 30 June 2025, as disclosed in note 1 to
the financial statements; and
• The long term viability of the Group, up to September 2028.
Full details of the Group’s financing arrangements are set out in note 18 and note 29
of the financial statements.
Viability
In accordance with Provision 31 of the UK Corporate Governance Code 2018, the
Directors have considered the prospects of the Group over a longer period than
the twelve months required under the going concern provision. The Directors have
determined that a three-year period is an appropriate term over which to provide
its viability statement, being consistent with that covered by the Group’s strategic
planning process which includes broader consideration of the Group’s principal risks
and uncertainties over the same period. The Directors also consider the business to
be sufficiently agile to respond to volatility over a longer time frame in a way that
would mitigate potential unforeseen downside.
Assessment process
The Group’s viability assessment has taken account of its current and post-
year end position and the potential impact of the principal risks documented
on pages 49 to 57. The review, which additionally incorporates the proposed
acquisition of Conversia, has focused on the occurrence of severe but plausible
scenarios in respect of every principal risk and considered the potential of these
scenarios to threaten viability. The financial impact of each scenario was quantified
where appropriate, and subsequently mapped to a set of mitigative actions that
would be taken to manage the risk. Stress testing analysis was also performed,
illustrating the ability of the Group to manage the impact of severe downside
scenarios on its future financial position. The severe downside scenarios considered
as part of this work were as follows:
• Aggressive recessionary impacts on revenue across the whole product portfolio.
• Nil growth within businesses projected to benefit from new product development.
• Extreme events disrupting the workforce, customers and suppliers.
• Cancellation of flagship events and assumed non-viability of alternatives.
The outcome of this assessment indicated that the Group’s risk management
process, control systems and current risk appetite are sufficiently robust that a
comprehensive response strategy could be actioned to protect the prospects of the
Group in the event of such scenarios occurring.
On this basis the Directors have a reasonable expectation that the Group will be
able to continue in operation and meet its liabilities as they fall due over the viability
assessment period.
Internal control
The Board is responsible for the Group’s system of internal control and risk
management, and for reviewing the effectiveness of these systems. These systems
are designed to manage, rather than eliminate, the risk of failure to achieve business
objectives, and to provide reasonable, but not absolute, assurance against material
misstatement or loss.
In line with the Turnbull Report recommendations, the Board regularly reviews the
effectiveness of the Group’s systems of internal control. The Board’s monitoring
covers all controls, including financial, operational and compliance controls and
risk management. It is based principally on reviewing reports from management to
consider whether significant risks are identified, evaluated, managed and controlled.
Further details of principal risks are given on pages 49 to 57 and details of financial
risks such as interest rate risk, liquidity risk and foreign currency risk are given in the
financial statements in note 18.
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Viability statement continued
Internal control continued
The key features of the internal financial control system that operated throughout
the period are as follows:
i) Financial reporting
The Board reviewed the Annual Report, together with the preliminary and
interim results announcements. The Board also reviews and approves Trading
Announcements (as appropriate).
The Board, together with the Audit Committee, considered the appropriateness of
the Group’s accounting policies, critical accounting estimates and key judgments. It
reviewed detailed accounting papers prepared by management on areas of financial
reporting judgment, as outlined in the Audit Committee report on pages 78 to 80.
The Board together with the Audit Committee considered and is satisfied that,
taken as a whole, the Annual Report is fair, balanced and understandable, and
that it provides the information necessary for shareholders to assess the Group’s
performance, business model and strategy.
ii) Management information systems
Effective planning, annual budgeting and monthly forecasting systems are in place,
as well as a monthly review of actual results compared with forecast, budget and
the prior year. The annual budget and monthly forecasts are reviewed by the Board.
Risk assessment and evaluation takes place as an integral part of this process.
Monthly reports on performance are provided to the Board and the Group reports
results to shareholders twice a year.
Insurance cover for the Group, as well as individual operating companies, has been
procured where it is considered appropriate.
iii) Acquisitions, disposals and treasury
The Board also discusses in detail the projected financial impact of proposed
acquisitions and disposals, including their financing. All such proposed investments
are considered by all Directors. The Board is also responsible for reviewing and
approving the Group’s treasury strategy, including mitigation against changes in
interest rates and foreign exchange rates.
Organisations
There are well-structured financial and administrative functions at both the Group
and operating company level, staffed by appropriately qualified individuals. The key
functions at Group level include: Group accounting, corporate development, Group
treasury, Group legal, human resources, IT and data services, company secretarial
and Group taxation.
Other matters
The Group has no known issues relating to human rights or modern slavery matters.
The welfare of all the Group’s stakeholders, including the community, is carefully
considered to ensure that such parties are not adversely affected by the Group’s
actions in the course of its day-to-day business. Further details of the Group’s
stakeholder engagement processes can be found in the Section 172 statement on
pages 23 to 26.
The information forming the Strategic report on pages 3 to 65 was approved and
authorised for issue by the Board and signed on its behalf on 19 September 2025.
Guy Millward
Chief Financial Officer
19 September 2025
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Contents
Board of Directors ..........................................[67
Corporate Governance report .................................69
Audit Committee report ......................................78
Nomination Committee report ................................81
Directors’ Remuneration report ...............................83
Directors’ report and other statutory information .............105
Statement of Directors’ responsibilities ......................107
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Board of Directors
Gordon Hurst
Chair
Appointment to the Board
June 2025
Skills and experience
Gordon Hurst was appointed as Independent
Non-Executive Director and Chair on 23 June
2025. Gordon worked at Capita plc as Group
Finance Director from 1996 to 2015 and has
followed a plural non-executive career since
then including being Non-Executive Chair
of Darktrace plc from 2021 to 2024, Azets
from 2019 to 2023, Featurespace from 2014
to 2023 and Marston Holdings from 2016
to 2021 and a Non-Executive Director of
Motorpoint plc from 2016 to 2021. Gordon is
a qualified chartered accountant and member
of the ICAEW.
Other appointments
Gordon is currently Non-Executive Chairman
of Cadro Technologies Limited and
Non-Executive Chairman of Air IT.
Martin Morgan
Chair until resignation in June 2025
Appointment to the Board
May 2018
Resignation from the Board
June 2025
Martin Morgan resigned from the Board
on 23 June 2025 after seven years as
Independent Non-Executive Director and
Chair. Following Martin’s resignation on 23
June 2025, Gordon Hurst was appointed
as Independent Non-Executive Director
and Chair.
Mark Milner
Chief Executive Officer
Appointment to the Board
July 2019
Skills and experience
Mark Milner joined Wilmington from the
Daily Mail and General Trust plc (‘DMGT’)
where since 2001 he held a number of senior
roles. These included Chief Executive Officer
of Landmark Information Group, its property
information division, from 2013 to 2018.
Prior to this, Mark was Chief Executive Officer
of the Digital Property Group, responsible
for running its consumer-focused property
portals, PrimeLocation, Findaproperty and
Globrix until its merger with Zoopla in
2012. Between 2001 and 2008 Mark held a
variety of positions at Associated Northcliffe
Digital Ltd, becoming Managing Director of
the specialist division. Whilst there he was
involved in the launch of Mail Online, which
subsequently became the world’s most
visited English language news site. Mark’s
early career was spent in commercial and
sales roles in the newspaper industry.
Other appointments
On 29 July 2024, Mark was appointed as a
Non-Executive Director of Idox plc.
Guy Millward
Chief Financial Officer and Company
Secretary
Appointment to the Board
November 2020
Skills and experience
Guy Millward has extensive experience in
senior finance positions at several publicly
listed and privately held technology
companies. His previous roles include that
of CFO at Imagination Technologies Group
plc, Advanced Computer Software Group
plc, Quixant plc, Metapack Limited, Bighand
Limited, and Group Finance Director at
Alterian plc, Morse plc and Kewill plc. Guy
is a Fellow of the Institute of Chartered
Accountants in England and Wales.
Other appointments
Guy was a Non-Executive Director and Chair
of the Audit Committee at Eckoh plc until his
resignation on 20 January 2025.
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Board of Directors continued
Helen Sachdev
Independent
Non-Executive Director
Appointment to the Board
April 2020
Skills and experience
Helen brings a wealth of experience
to Wilmington via her Non-Executive
and Executive career. She is a founding
director of the B2B executive coaching
practice, WOMBA (Work, Me and the
Baby) and a former executive of Tesco and
Barclays Bank PLC (where she also sat on
the UK D&I Board). She is senior executive
coaching practitioner (EMCC) and a Fellow
of the Chartered Institute of Management
Accountants (FCMA).
Helen Sachdev was appointed as
Senior Independent Director (‘SID’) on
08 October 2024.
Other appointments
Helen is a Non-Executive Director and Chair
of the Loughborough Building Society.
Paul Dollman
Independent
Non-Executive Director
Appointment to the Board
September 2015
Resignation from the Board
October 2024
Paul Dollman resigned from the Board
on 08 October 2024 after completion of
his full nine-year term as Independent
Non-Executive Director. Following
Paul’s resignation on 08 October
2024, Helen Sachdev was appointed
as Senior Independent Director (‘SID’)
and Sophie Tomkins was appointed as Audit
Committee Chair.
William Macpherson
Independent
Non-Executive Director
Appointment to the Board
February 2021
Skills and experience
William Macpherson brings a wealth of
experience to Wilmington following a
successful executive career as CEO of a
number of professional education and skills
development organisations. He was CEO of
QA between 2008 and 2019 during which
time the company achieved very significant
growth. Prior to that he was CEO of
Kaplan International, The Financial Training
Company and Wolters Kluwer Professional
Training. William is the Director responsible
for worker representation at Wilmington.
Other appointments
William was a Non-Executive Director and
Chair of Learning Curve Group Limited until
his resignation on 01 January 2025. William
is a Non-Executive Director of the London
Film School and Darwin UK Topco Limited.
He is also Chair of Ascend Topco Limited
and Chair of trustees of the Sloane Stanley
Estate, which includes Chair positions at
Sloane Stanley Properties Limited and
Sloane Stanley Estate Limited.
Sophie Tomkins
Independent
Non-Executive Director
Appointment to the Board
April 2024
Skills and experience
Sophie Tomkins joined the Board on 23
April 2024 and was appointed as Chair of
the Audit Committee on 08 October 2024.
Sophie is a Chartered Accountant and member
of the ICAEW. Sophie brings a wealth of
experience and relevant expertise, both from
the financial markets and as a Non-Executive
Director. She has worked at a number of
financial institutions including Fairfax, Collins
Stewart and Cazenove, and was previously
a Non-Executive Director of Hotel Chocolat
Group plc, the SnowFox Group, Cloudcall
Group plc and Proactis Holdings plc.
Other appointments
Sophie is a Non-Executive Director and Audit
Committee Chair of Virgin Wines UK plc, a
Non-Executive Director, Audit Committee
Chair and Senior Independent Director of
System1 Group plc and has been appointed
Non-Executive Director of AO World Plc with
effect from 1 September 2025. Sophie also
provided advisory services to the QCA AIM
Commission and the QCA Audit Committee
Working Group until June 2025.
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Corporate Governance report
the heart of our approach to management at all levels,
facilitating sustainable growth that delivers positive
outcomes for all of the Group’s stakeholders.
By promoting a responsible business culture we
continue to demand the highest professional standards
from all of our people all of the time. To reinforce
that we have a comprehensive portfolio of policies
accessible to all staff to support their day-to-day
decision making. We have a zero tolerance approach
to breaches of the conduct standards set out in
these policies.
Further details of the work that underpins our approach
to responsible business are set out in the Sustainability
report on page 27.
Compliance with the 2018 UK
Corporate Governance Code
The Group abides by the 2018 UK Corporate
Governance Code published by the Financial Reporting
Council (‘FRC’). The Board has put in place provisions
to ensure compliance with the Code and as such is fully
compliant. The Corporate Governance report seeks to
support shareholders and investors to evaluate how
the Company has applied the principles of the Code
and complied with the provisions of the Code during
the year ended 30 June 2025. The Board recognised
that the Financial Reporting Council published a
revised version of the Code on 22 January 2024. These
updated guidelines will become effective for financial
years commencing on or after 1 January 2025. The
Company will report against the updated version of the
Code in due course.
Details of how the principles of the Code have been
applied can be found throughout the Annual Report as
detailed to the right.
Principles of the Code Page(s)
1. Board leadership and Company purpose
Board of Directors
67 to 68
Purpose values and culture
23 to 28, 69, 76
Stakeholder engagement
23 to 28
Risk management
49 to 57
Key performance indicators
21 to 22
2. Division of responsibilities
Roles of the executive team,
governance structure and
independence
67 to 68
Board and Committee meeting
attendance
73 to 74, 78, 81, 85
Committee reports and
time commitment
74 to 85
3. Composition, succession and evaluation
Nomination Committee report
81 to 82
4. Audit, risk & internal control
Audit Committee report
78 to 80
Statement of Directors’
responsibilities
107
Risks and uncertainties facing
the business
49 to 57
Going concern statement
132 to 133
Viability statement
64 to 65
5. Remuneration
Directors’ remuneration report
83 to 104
Demonstrating
good governance
Chair’s introduction
Responsibility for good governance lies with the
Board. As a Board we are committed to maintaining
the highest standards of corporate governance and
believe that an effective, challenging and diverse
board is essential to enabling the Group to deliver
its strategy and achieve long term value for its
stakeholders. Further information on our strategy and
business model can be found in the Strategic report on
pages 11 to 13.
The Board is dedicated to setting the right tone
at the top by promoting an inclusive culture that
fosters innovation, ambition and curiosity whilst
demonstrating the highest standards of integrity.
Our robust governance structure, combined with our
commitment to responsible business practice, sits at
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Stakeholder engagement
(Section 172 of the Companies
Act 2006)
The Board has always considered the potential
impact of the Group’s activities on its various
stakeholders. The key stakeholders of the
Group are set out in the Strategic report on
pages 24 to 25, which also includes information
about how the Company engages with them
and how the Directors, supported by the wider
business, show regard for the matters set out
under Section 172 of the Companies Act 2006.
The Board believes that the Company can
only be successful when the interests of these
stakeholders are considered, and reflected
accordingly in the Company’s decision making
processes and strategic objectives.
The Board regards it as important to maintain an
active dialogue with our shareholders. Further
details regarding engagement with shareholders
are set out on page 24. The Board receives regular
reports from the Executives, the Chair and the
advisors on feedback from shareholder meetings.
Composition and independence
During the year, the Board underwent change.
Paul Dollman, Senior Independent Director and
Chair of the Audit Committee, stood down from the
Board on 8 October 2024 after completion of his
full nine-year term as Independent Non-Executive
Director. On 8 October 2024, Paul Dollman
was replaced as Senior Independent Director by
Helen Sachdev and Chair of the Audit Committee
by Sophie Tomkins. Martin Morgan, Chair and
Non-Executive Director, retired from the Board on
23 June 2025 after completing a seven-year term,
and was replaced by Gordon Hurst from that date
as Chair and Non-Executive Director. The Board
would like to thank Paul and Martin for their
significant contribution to the Group.
The Board reviews Non-Executive Director
independence on an annual basis and takes into
account the individual’s professional experience,
their behaviour at Board meetings and their
contribution to unbiased and independent debate.
All of the Non-Executive Directors are considered
by the Board to be independent. The Chair was
considered independent on appointment.
The Board consisted of a majority
of Independent Non-Executive
Directors throughout the year.
Biographical details of all the
current Directors are set out on
pages 67 to 68.
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Governance Framework at 30 June 2025
Board: Chair, two Executive Directors and three Non-Executive Directors
Audit Committee Nomination Committee Chief Executive Officer
Remuneration
Committee
Executive Committee: Chief Executive Officer, Chief Financial Officer,
Chief Operating Officer and Chief People Officer
Business/Divisional operating boards
Chair
Length of tenure of Directors (years)
Number of complete years of service as a Director
at 1 July 2025:
Martin Morgan
• • • • • • •
(resigned June 2025)
Mark Milner
• • • • • •
Guy Millward
• • • •
Helen Sachdev
• • • • •
William Macpherson
• • • •
Sophie Tomkins
•
Gordon Hurst
(appointed June 2025)
Balance of Directors
17%
33%
50%
Chair •
Executive •
Independent Non-Executive •
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Governance Framework continued
Diversity
The Board believes that an inclusive culture will
enhance diversity within our business, which in turn
is a key factor driving the Group’s success. Our vision
is for Wilmington to be a company with rich diversity,
experiences, knowledge and perspectives, which
powers our innovation and creativity to help our
customers to do the right business in the right way.
During the year we continued to make progress against
our People Strategy, delivering initiatives and making
changes to the way that we work, so that we continue
to create an inclusive workplace to support, empower,
develop and fairly reward all our people. This is
reflected in our progress implementing our Diversity
and Inclusion strategy and by our investments in
creating a positive environment for all our people to
reach their full potential at Wilmington.
This is underpinned by the data we collect about our
people, which enables us to understand and measure
diversity and inclusion at Wilmington; using data to
guide our strategy and areas of focus. By asking our
people to share their diversity data, we have a rich
picture of the characteristics that make our people
unique, and this in turn is helping us to measure
progress against our ambition to create a truly inclusive
working environment. The data we have collected to
better understand what makes our people unique is set
out alongside details of the progress made against our
Diversity and Inclusion strategy in the Sustainability
report on pages 29 to 37.
Diversity targets
The Board acknowledges the board diversity targets per listing rules LR 9.8.6R(9) and LR 14.3.33R(1). The Board
has published gender identity and ethnic diversity of the Directors and senior leadership team below. Despite a
year-on-year improvement, the comply or explain specific board diversity targets have not been met as at 30 June
2025. The Board recognises the importance of ensuring that there is diversity of perspective, background, and
approach in its management team and on its Board and will take the diversity targets into consideration for future
Board appointments. It is the Board’s aspiration that it will meet the board diversity targets by FY27.
Senior Leadership composition
The table below outlines the gender identity and ethnicity as disclosed voluntarily by the Directors and the
Senior Leadership Team, including the Executive Committee. Data is collected via a survey for gender and
ethnicity. The diversity characteristics of the wider workforce and further information about the work we are doing
to increase diversity at all levels across the Group are disclosed in the Sustainability report on pages 29 to 37.
Gender
Directors Male Female Non-binary
Prefer to
self-describe Prefer not to say
2025 67% 33% 0% 0% 0%
2024 71% 29% 0% 0% 0%
Senior Leadership Team
2025 64% 36% 0% 0% 0%
2024 64% 36% 0% 0% 0%
Ethnicity
Directors White
Asian/
Asian British
Black/African/
Caribbean/
Black British
Mixed/Multiple
Ethnic groups
Other ethnic group,
including Arab Prefer not to say
2025 100% 0% 0% 0% 0% 0%
2024 100% 0% 0% 0% 0% 0%
Senior Leadership Team
2025 91% 9% 0% 0% 0% 0%
2024 91% 9% 0% 0% 0% 0%
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The Directors
As at the date of this report the Directors of the
Company are:
Chair
Gordon Hurst
Executive Directors
Mark Milner
Guy Millward
Independent Non-Executive
Helen Sachdev (Senior Independent Director)
William Macpherson
Sophie Tomkins
Leadership
Executive and Non-Executive Directors
The Company is controlled through the Board of
Directors which, at 30 June 2025, comprised a Chair,
two Executives and three Non-Executive Directors.
Short biographies of each Director are set out on
pages 67 to 68. The Board focuses on the formulation
of strategy, governance and the establishment of
policies, stewardship of resources and review of
business performance.
The Board may exercise all the powers of the
Company, subject to the Company’s articles of
association (the ‘Articles’), the Companies Act 2006
and any directions given by the shareholders by special
resolution. The Articles may be amended by a special
resolution of the Company’s shareholders.
The Board meets as often as necessary to discharge
its duties effectively. In the financial year ended
30 June 2025, eight main Board meetings were
scheduled and the Directors’ attendance record is set
out on page 74.
The Board has three formally constituted Committees,
the Audit Committee, the Remuneration Committee
and the Nomination Committee, each of which
operates with defined terms of reference. The terms
of reference of the three Committees are available on
the Company’s website, www.wilmingtonplc.com.
The Audit Committee met three times during the
year, the Nomination Committee met once, and the
Remuneration Committee met three times.
There is an Executive Committee that is responsible
for the day-to-day management of the Company’s
business within a framework of delegated
responsibilities. It is chaired by the Chief Executive
Officer and includes the Chief Financial Officer, Chief
Operating Officer and Chief People Officer.
Chair and Chief Executive Officer
The roles of the Chair and the Chief Executive Officer
are held by separate individuals and the Board has
clearly defined their responsibilities.
The Chair is primarily responsible for the effective
working of the Board, ensuring that each Director,
including the Non-Executive Directors, is able to make
an effective contribution and provide constructive
comments on the business. The Chief Executive Officer
has responsibility for all operational matters which
includes the implementation of Group strategy and
policies approved by the Board.
Non-Executive Directors
All the Non-Executive Directors are independent of
the Company’s executive management and free from
any business or other relationship that could materially
interfere with the exercise of their independent
judgment. The Chair was considered independent
on appointment. The Non-Executive Directors are
responsible for bringing independent and objective
judgment and scrutiny of all matters before the
Board and its Committees, using their substantial and
wide-ranging experience.
The terms and conditions of appointment of
Non-Executive Directors are available for inspection at
the Company’s registered office during normal business
hours and at the Annual General Meeting.
Senior Independent Director
Helen Sachdev is the Senior Independent Director
(‘SID’). Her role as SID includes:
• being available to shareholders if they have
concerns which contact through the Chair, Chief
Executive Officer or Chief Financial Officer has
failed to resolve (there were no requests from
shareholders to meet the SID during the year); and
• meeting with the other Non-Executive Directors
on the Board once a year to assess the Chair’s
performance, taking into account the views of the
Executive Directors.
Company Secretary
Guy Millward is the Company Secretary in addition to
his role as an Executive Director. In his role as Company
Secretary, he supports the Board in its operation and
ensures that board processes are followed and good
corporate governance standards are maintained. All
Directors have access to the advice and services of the
Company Secretary. The Board recognises the potential
conflict in combining the roles of Chief Financial Officer
and Company Secretary, but believes it is appropriate
for a group of Wilmington’s size given the other
support available to the Directors.
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Effectiveness
Meetings
The Board has a formal schedule of matters specifically
reserved to it for decision which it reviews periodically.
This schedule includes approval of acquisitions,
disposals and items of major capital expenditure. The
Board also reviews the Group’s risk register, wider
risk assessment and viability review. At each Board
meeting the Chief Executive Officer and Chief Financial
Officer provide a review of the business and its
performance, together with strategic issues arising. The
Non-Executive Directors may meet separately from the
Executive Directors usually either before or after Board
meetings, to discuss relevant matters. In the year the
range of subjects discussed by the Board included:
• the Group’s financial results and key business;
• progress on the ongoing strategic reviews;
• the Group’s capital structure including the
arrangements for sufficient debt facilities;
• dividend policy;
• regulatory and governance issues;
• the development of the Group’s people including a
quarterly talent review;
• the Group’s risk register and its response to TCFD
recommendations; and
• insurance policy and cover.
In addition to the eight main meetings described above,
the Board has two strategy meetings each year at
which the Group’s strategic direction, viability plan and
significant projects are discussed.
Where additional meetings are required between main
Board meetings and a full complement of Directors
cannot be achieved, a Committee of Directors considers
the necessary formalities.
Attendance table
Main Board
meetings
attended
Main Board
meetings
eligible to
attend
Martin Morgan
(Chair until 23 June 2025) 9 9
Mark Milner
(Chief Executive Officer) 10 10
Guy Millward
(Chief Financial Officer) 10 10
Paul Dollman
(Non-Executive) 2 2
Helen Sachdev
(Non-Executive) 10 10
William Macpherson
(Non-Executive) 10 10
Sophie Tomkins
(Non-Executive) 10 10
Gordon Hurst (Non-Executive and
Chair from 23 June 2025) 1 1
Information flow
The Chair, together with the Company Secretary,
ensures that the Directors receive clear information on
all relevant matters in a timely manner. Board papers
are circulated sufficiently in advance of meetings for
them to be thoroughly digested to ensure clarity of
informed debate. The Board papers contain the Chief
Executive Officer’s and the Chief Financial Officer’s
written reports, high level papers on each business
area, key metrics and specific papers relating to
agenda items. The Board papers are accompanied by
a management information pack containing detailed
financial and other supporting information. The Board
receives updates throughout the year and occasional
ad hoc papers on matters of particular relevance
or importance.
Time commitment
The Board is satisfied that the Chair and each of the
Non-Executive Directors committed sufficient time
during the year to enable them to fulfil their duties as
Directors of the Company. None of the Non-Executive
Directors have any conflicts of interest.
Induction and professional development
The Chair is responsible for ensuring that induction
and training are provided to each Director and for
organising the induction process and regular updating
and training of Board members.
Training and updates in relation to the business of the
Group and the legal and regulatory responsibilities
of Directors were provided throughout the year by a
variety of means including presentations by executives,
visits to business operations, external presentations
and circulation of briefing material. Individual Directors
are also expected to take responsibility for identifying
their training needs and ensuring they are adequately
informed about the Group and their responsibilities as
a Director. The Board is confident that all its members
have the knowledge, ability and experience to perform
the functions required of a Director of a listed company.
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Effectiveness continued
Access to independent advice
Any Director who considers it necessary or appropriate
may take independent, professional advice at the
Company’s expense. None of the Directors sought such
advice in the year.
Board evaluation and performance review
Towards the end of each financial year, the Board
conducts an internal annual evaluation of its own
performance, of each of its sub-committees and of each
individual Director. The Board considered the need for
external facilitation of this process but decided it was
unnecessary at this stage in its development.
The Board evaluation was led by the Chair. He
conducted one-to-one interviews with each of the
Directors, and then reported to the Nomination
Committee where his findings were considered. The
review concluded that the Board, its sub-committees
and each of the Directors continued to be effective.
The Board recognises D&I benchmarks and noted that
its diversity did not fully reflect the position across
the Group and resolved to consider this when making
new appointments.
Nomination Committee
The Nomination Committee and the Board seek to
maintain an appropriate balance between the Executive
and Non-Executive Directors. The Nomination
Committee Chair is William Macpherson. The
Committee has full responsibility for reviewing the
Board structure and for interviewing and nominating
candidates to serve on the Board as well as reviewing
senior executive development. Suitable candidates,
once nominated, meet with the Chair and the Chief
Executive Officer. The candidates are then put forward
for consideration and appointment by the Board
as a whole. The Committee has access to external
professional advice at the Company’s expense as and
when required.
The main roles and responsibilities of the Nomination
Committee are set out in written terms of reference
which are available on the Company’s website,
www.wilmingtonplc.com/investors/corporate-
governance/roles-board. Details of the Nomination
Committee’s activities can be found in the Nomination
Committee report on pages 81 to 82.
Audit Committee
The Audit Committee is composed of all the
Non-Executive Directors excluding the Company Chair.
The Audit Committee Chair is Sophie Tomkins. The
Board considers that Sophie has the necessary recent
and relevant experience to fulfil the role.
The main roles and responsibilities of the Audit
Committee are set out in written terms of reference
which are available on the Company’s website,
www.wilmingtonplc.com/investors/corporate-
governance/roles-board. Details of the Audit
Committee’s policies and activities can be found in the
Audit Committee report on pages 78 to 80.
Remuneration Committee
The Remuneration Committee is chaired by Helen
Sachdev and consists of all the Non-Executive
Directors including the Chair. It is responsible for
recommending to the Board the framework and policy
for Executive Directors’ remuneration and for setting
the remuneration of the Chair, Executive Directors
and senior management. Given the small size of
the Board, the Committee recognises the potential
for conflicts of interest, and has taken appropriate
measures to minimise the risk. The Committee meets
at least twice a year, and takes advice from the Chief
Executive Officer and external advisors as appropriate.
In carrying out its work, the Board itself determines
the remuneration of the Non-Executive Directors. The
Committee has the power to seek external advice, and
to appoint consultants as and when required in respect
of the remuneration of Executive Directors.
The main roles and responsibilities of the
Remuneration Committee are set out in written terms
of reference which are available on the Company’s
website, www.wilmingtonplc.com/investors/
corporate-governance/roles-board. Further details
of the Group’s policies on remuneration and service
contracts can be found in the Directors’ remuneration
report on pages 83 to 104.
Risk management and internal
controls
The Board maintains an ongoing process for
identifying, evaluating and managing significant risks
faced by the Group. In line with the recommendations
of TCFD, Board level oversight of climate-related risks
and opportunities sits with the Senior Independent
Director and the Chief Financial Officer. Further
details on the key features of the risk management
and internal controls can be found in the section on
risks and uncertainties facing the business on pages
49 to 57.
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Wilmington plc Annual Report and Financial Statements 2025 76
Corporate Governance report continued
Health & Safety
Guy Millward, our CFO and Executive Board Member,
holds responsibility for the oversight of Health and
Safety, ensuring that our organisation upholds the
highest standards to protect our people.
Relations with shareholders
Dialogue with institutional shareholders
The Directors seek to build on a mutual understanding
of objectives between the Company and its
institutional shareholders by means of a programme
of meetings with major shareholders, fund managers
and analysts each year. The Company also makes
presentations to analysts and fund managers following
publication of its half year and full year results. Copies
of the presentations are available on the Company’s
website, www.wilmingtonplc.com/investors/reports-
and-presentations. The Board regularly receives
updates on investor relations matters.
The Chair is available on request to attend meetings
with major shareholders. As referred to earlier, the
SID is available to shareholders if they have concerns
which other contacts have failed to resolve.
The Group’s website includes a specific and
comprehensive investor relations section containing
all RNS announcements, share price information,
annual documents available for download and
similar materials.
Constructive use of the Annual General Meeting
The Annual General Meeting will be held on 25
November 2025 and a separate notice convening the
meeting is being sent out with this Annual Report
and financial statements. Details of resolutions to
be proposed and an explanation of the items of
special business can be found in the circular that
accompanies the notice convening the meeting.
Separate votes are held for each proposed
resolution.
All Directors attend the Annual General
Meeting, at which they have the
opportunity to meet with shareholders.
After the formal business has been
concluded, the Chair welcomes questions
from shareholders.
Substantial shareholdings
As at 4 September 2025, the Company is aware of the
following interests amounting to 3.0% or more in the
Company’s issued ordinary share capital:
Number of
ordinary
shares %
Aberforth Partners 19,606,091 21.96
Fidelity Management & Research 5,464,200 6.12
Schroder Investment Management 5,288,728 5.92
Artemis Investment Management 4,556,176 5.10
NFU Mutual 4,471,787 5.01
Individuals 3,520,624 3.94
Herald Investment Management 3,114,632 3.49
BGF 2,729,000 3.06
Janus Henderson Investors 2,682,076 3.00
Board leadership and Company purpose
The Board is responsible for setting and delivering the
Group’s strategy and monitoring how it is performing
against the agreed strategy for the benefit of all
its stakeholders. The Board is also responsible for
defining, monitoring and overseeing the Group’s culture
and ensuring it is aligned to the purpose and strategy.
Division of responsibilities
The Board has clear written guidelines on the division
of responsibilities between the Chair, Chief Executive
Officer, Board and Committees.
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Corporate Governance report continued
Relations with shareholders continued
Composition, succession and evaluation
The Board has delegated responsibility to the
Nomination Committee to keep under regular review
the composition of the Board and its Committees.
The Nomination Committee is also responsible
for succession planning and the Group’s policy on
diversity and inclusion.
Audit, risk and internal control
The Board has delegated responsibility to the Audit
Committee to oversee the Group’s financial framework,
financial controls and internal controls, and that
policies and procedures are in place to manage
risks appropriately.
Remuneration
The Remuneration Committee is responsible on behalf
of the Board for determining and monitoring the
strategy and policy on remuneration, termination,
performance-related pay, pension arrangements,
share incentive plans to support the Group’s
strategy, and remuneration reporting
and disclosure.
By order of the Board and signed on
its behalf by:
Gordon Hurst
Chair
19 September 2025
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Wilmington plc Annual Report and Financial Statements 2025 78
Audit Committee report
ensuring that risks are carefully identified and assessed
and that sound systems of risk management and
internal control are implemented.
Committee membership and
meetings
The Audit Committee (the ‘Committee’) was in place
throughout the financial year and is chaired by Sophie
Tomkins. The Board considers that Sophie has the
appropriate financial expertise, as required by Principle
C3.1 of the UK Corporate Governance Code (the
‘UK Code’), as she is a Chartered Accountant, has
held executive roles in financial positions in other
companies, and chairs audit committees in two other
companies. Further detail on the skills and experience
that Sophie brings to the Board can be found per
her biographical details on page 68. Paul Dollman
stood down from the Board on 08 October 2024 after
completion of his full nine-year term as Independent
Non-Executive Director.
The Committee meets at least twice during the year
and as and when required. Representatives of the
external auditor attend each meeting along with the
Chief Executive Officer, the Chief Financial Officer and
the Deputy Chief Financial Officer, unless there is a
conflict of interest. Other relevant people from the
business are also invited to attend certain meetings or
parts of meetings to provide a deeper level of insight
into certain key issues and developments. Once a year,
the Committee meets separately with the external
auditor and with management without the other
being present.
Key activities
The key activities of the Audit Committee are as
follows:
Financial reporting
• Monitoring the integrity of the annual and interim
financial statements, the accompanying reports to
shareholders and corporate governance statements
including any significant financial reporting
judgments contained in them.
• Reporting to the Board the Company’s assessment
of any new or amended accounting standards.
• Providing advice to the Board on whether
the Annual Report and financial statements,
when taken as a whole, is fair, balanced and
understandable and provides all the necessary
information for shareholders to assess the
Company’s performance, business model
and strategy.
Risk management and internal controls
• In conjunction with the Board reviewing and
monitoring the effectiveness of the Group’s
internal control and risk management systems,
including reviewing the process for identifying,
assessing and reporting all key risks. See the
risks and uncertainties facing the business on
pages 49 to 57.
The Committee held three meetings in the year ended
30 June 2025 and members’ attendance at meetings is
set out below:
Committee
meetings
attended
Committee
meetings
eligible
to attend
Sophie Tomkins (Chair) 3 3
Helen Sachdev 3 3
William Macpherson 3 3
Paul Dollman 1 1
Dear Shareholder
I am pleased to present this year’s Audit Committee
report. This is my first Audit committee report since
taking over from Paul Dollman on 08 October 2024.
The Committee supports the Board in fulfilling its
responsibilities in respect of monitoring the integrity
of the Group’s reporting process and adherence to the
Group’s accounting policies and procedures, as well as
Supporting integrity
and compliance
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Wilmington plc Annual Report and Financial Statements 2025 79
Audit Committee report continued
Key activities continued
Risk management and internal controls continued
• To oversee the Group’s whistleblowing provisions,
Modern Slavery and ABC policies to ensure that
they are operating effectively.
External audit
• To make recommendations to the Board in relation
to the appointment and removal of the external
auditor and to approve their remuneration and
terms of engagement.
• To review and monitor the external auditor
independence and objectivity and the
effectiveness of the audit process, taking into
consideration relevant UK professional and
regulatory requirements.
• To develop and implement policy on the
engagement of the external auditor to supply
non-audit services, taking into account relevant
ethical guidance regarding the provision of
non-audit services by the external audit firm,
and to report to the Board, identifying any
matters in respect of which it considers that
action or improvement is needed and making
recommendations as to the steps to be taken.
Internal audit
• To annually assess the internal audit requirements
of the Company.
• To monitor and review the effectiveness of the
Internal Audit function.
Activities of the Committee in
relation to the year ended 30 June
2025
• Assessed and reported to the Board on whether
the Annual Report and financial statements are fair,
balanced and understandable.
• Reviewed and discussed with the external auditor
the key accounting considerations and judgments
reflected in the Group’s results for the six-month
period ended 31 December 2024.
• Reviewed and agreed the external auditor’s audit
plan in advance of their audit for the year ended
30 June 2025.
• Discussed the report received from the external
auditor regarding their audit in respect of the year
ended 30 June 2025 which included comments on
their findings on internal control and a statement
on their independence and objectivity.
• Considered key accounting matters and new
accounting standards and amendments, including
TCFD disclosures, with particular focus on the
significant areas as discussed in the next section.
• Reviewed the Group’s whistleblowing policy,
ensuring that it met FCA rules and good standards
of corporate governance.
• Reviewed internal audit reports.
• Reviewed, together with the Board, the risk
assessment and going concern and viability review.
• The FRC reviewed Wilmington plc’s Annual Report
for the year ended 30 June 2024 and raised no
questions or queries. The FRC noted some matters
that may benefit users of the accounts, and we
have addressed these in the current financial year.
Key discussions in the year
The significant areas considered by the Committee
and discussed with the external auditor during
the year were:
Key financial and IT controls
The Committee reviewed the adequacy and
appropriateness of the Group’s system of controls
and its effectiveness with relevant input from the
Group’s external auditor. The Committee has continued
to monitor the Group’s emerging risks in relation to
technology and the suitability of its technology controls
in response to this.
Goodwill and intangible asset impairment
The Committee received reports from management
on the carrying value of goodwill and intangible
assets. The Committee reviewed management’s
recommendations, which were also considered
by the external auditor, including evaluation of
the appropriateness of the assumptions applied
in determining asset carrying values and the
appropriateness of the identification of cash
generating units. After review, the Committee was
satisfied with the assumptions and judgments
applied by management and concluded that the
carrying values were appropriate and no such
impairments were required.
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Audit Committee report continued
Key discussions in the year continued
Acquisitions & disposals
The Committee received reports from management
regarding the accounting for acquisitions & disposals made
during the year. The Committee reviewed management’s
recommendations, which were also considered by the external
auditor. After review, the Committee was satisfied with the
assumptions and judgments applied by management and
concluded that the accounting was appropriate.
External audit
This year Grant Thornton UK LLP completed their seventh
year as the Group’s external auditor. The Audit Committee is
responsible for reviewing the independence and objectivity
of the external auditor and ensuring this is safeguarded
notwithstanding any provision of any other services to
the Group.
The Committee recognises the importance of safeguarding
auditor objectivity and has taken the following steps to ensure
that auditor independence is not compromised.
External auditor effectiveness
The Audit Committee carries out each year a full evaluation
of the external auditor as to its complete independence from
the Group and relevant officers of the Group in all material
respects and that it is adequately resourced and technically
capable to deliver an objective audit to shareholders. Based
on this review the Audit Committee recommends to the Board
each year the continuation, or removal and replacement, of the
external auditor.
The external auditor’s, Grant Thornton UK LLP, report to
the Directors and the Audit Committee confirming their
independence in accordance with Auditing Standards.
Non-audit services
The Committee considers that certain non-audit services
should be provided by the external auditor, because its
existing knowledge of the business makes this the most
efficient and effective way for non-audit services to be carried
out. The Audit Committee gives careful consideration before
appointing the auditor to provide other services. The Group
regularly uses other providers to ensure that independence
and full value for money are achieved. Other services are
generally limited to work that is closely related to the annual
audit or where the work is of such a nature that a detailed
understanding of the business is necessary.
In the year the external auditor performed non-audit
services totalling £12k which represents 3% of the audit
fee of £409k. These services were in relation to the interim
review. The Audit Committee approved the appointment of
Grant Thornton on the basis that it was best placed to provide
the services and there was no conflict of interest with its role
as external auditor.
Internal audit
The Group operates a limited internal audit process which
performs relevant reviews as part of a programme approved
by the Audit Committee. The Committee considers any issues
or risks arising from internal audit in order that appropriate
actions can be undertaken for their satisfactory resolution.
Approved on behalf of the Audit Committee by:
Sophie Tomkins
Chair of the Audit Committee
19 September 2025
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Wilmington plc Annual Report and Financial Statements 2025 81
Nomination Committee report
Committee membership
and meetings
The Nomination Committee (the ‘Committee’) is
comprised of the Company Chair and four Independent
Non-Executive Directors.
Key responsibilities
The key responsibilities of the Committee are to:
• review the size, balance and constitution of
the Board including the diversity and balance
of skills, knowledge and experience of the
Non-Executive Directors;
• consider succession planning for Directors and
other senior executives;
• identify and nominate for the approval of the
Board candidates to fill Board vacancies;
• review annually the time commitment required of
Non-Executive Directors; and
• make recommendations for the Board, in
consultation with the respective Committee
Chair regarding membership of the Audit and
Remuneration Committees.
Main activities of the Committee during the year
and subsequent to the year end
The key matters considered at these meetings were:
i) Board composition
The Committee reviewed the composition of the
Board including the range of skills, level of experience
and balance between Executive and Non-Executive
Directors. The Committee also reviewed the
membership of the various Board Committees. The
Committee concluded that the current membership of
the Board and the Board Committees was appropriate
for the needs of the business.
During the year, the Board underwent change. Paul
Dollman, Senior Independent Director and Chair of the
Audit Committee, stood down from the Board on 08
October 2024 after completion of his full nine-year
term as Independent Non-Executive Director. On 08
October 2024, Paul Dollman was replaced as Senior
Independent Director by Helen Sachdev and Chair
of the Audit Committee by Sophie Tomkins. Martin
Morgan, Chair and Non-Executive Director, retired from
the Board on 23 June 2025 after completing a seven-
year term, and was replaced by Gordon Hurst from that
date as Chair and Non-Executive Director. The Board
would like to thank Paul and Martin for their significant
contribution to the Group. Further detail on the skills of
the Board can be found per the biographical details on
pages 67 to 68.
Dear Shareholder
I am pleased to present the Nomination Committee
report for the year ended 30 June 2025. The Committee
met once during the year to 30 June 2025 and
members’ attendance at meetings is set out below:
Committee
meetings
attended
Committee
meetings
eligible to
attend
William Macpherson
(Chair) 1 1
Helen Sachdev 1 1
Martin Morgan 1 1
Sophie Tomkins 1 1
Paul Dollman 1 1
Gordon Hurst 0 0
Maintaining a strong
Board
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Wilmington plc Annual Report and Financial Statements 2025 82
Nomination Committee report continued
Committee membership
and meetings
continued
ii) Board evaluation
Details of the Board and sub-committee evaluation
process undertaken in this year are included in the
Corporate Governance review on page 75.
iii) Succession planning
The Committee kept under review the succession plans
for both the Executive and Non-Executive Directors
and the level of senior management immediately
below Board level.
iv) Other senior management representation
The Committee maintained oversight over various
senior management changes that occurred across the
Group over the year. Regular updates were received
from the executives on the progress of the searches
and the plans for dealing with reporting line changes
that resulted from certain of the departures.
v) Worker representation
William Macpherson is the Director responsible for
worker representation.
Approved on behalf of the Nomination Committee by:
William Macpherson
Chair of the Nomination Committee
19 September 2025
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Wilmington plc Annual Report and Financial Statements 2025 83
Directors’ remuneration report
2025 remuneration in the context
of our business performance and
outcomes for our key stakeholders
Our aim is to always consider the wider workforce, our
shareholders and other stakeholders by taking a fair,
prudent and balanced approach to remuneration, in
line with the Board’s wider stakeholder engagement
strategy as disclosed in the Section 172 statement on
pages 23 to 26.
As detailed in our Strategic report, we continue to
deliver our strategy and our progress is reflected by
the strong results we have reported. The resilience
of the business in response to challenging times
demonstrates the Group’s ability to adapt to change
and continue to deliver exceptional customer service
under the guidance of the strong executive team. The
Group’s success also reflects the ongoing motivation of
our employees who continue to deliver to the highest
standards in all areas of activity.
Dear Shareholder
On behalf of the Committee I am pleased to share
our Directors’ Remuneration report for the year to
30 June 2025.
Our current Directors’ Remuneration Policy was
approved by shareholders at the 2024 AGM and
we were delighted to see strong support from
shareholders with over 98% of votes cast in favour of
the Policy. The Policy is set out on pages 86 to 104
and I have summarised how that policy has been
implemented in 2025.
Our Directors’ Remuneration report, other than the
Policy, is subject to an advisory shareholder vote at the
2025 AGM and explains the work of the Committee,
how we have implemented for the year to 30 June
2025 the Policy approved in 2024 and any changes we
intend to implement for the 2026 financial year.
Remuneration
Committee Chair’s
Annual Statement
Wider workforce
Our overall remuneration philosophy throughout the
Group is that base salaries should be set to be market
competitive but having regard to total compensation
and reflecting the size and complexity of the business
and the calibre and experience of individuals in each
role. Pay progression to bring our people closer to
or at the median has been one area of focus for the
last two pay cycles, and where base salaries have
fallen behind the market higher increases, ahead of
the standard increase, have been awarded taking into
account market data, and the skillset and experience
of employees. This overall philosophy informs how we
set remuneration for the Executive Directors.
We continue to engage regularly with our workforce
on the issues that matter to them, particularly diversity,
wellbeing and development as well as reward and
recognition. Our employee engagement survey and
performance review process offer the opportunity
to understand how employees feel about their
own reward.
The Board continued its programme of work to
meaningfully and engage with our workforce.
In the prior year each Board Member met with
4-5 employees each, chosen at random with a
representation from a range of employee bands,
locations and business units. A question that the
Board ask in each of these sessions is focused
on executive remuneration. These sessions are
informative and reinforce that the principles of
executive remuneration are consistent with those
of the wider force.
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Directors’ remuneration report continued
Annual bonus and PSP awards
vesting in respect of the
performance period to 30 June 2025
The Committee has reviewed performance against
each of the previously approved measures to
determine the bonus outturn and PSP vesting in
respect of the period ended 30 June 2025. The
Committee approved a bonus outturn equal to 58% of
salary for the Executive Directors.
The Committee also reviewed the outturn of the
performance metrics applied to the PSP awards
granted to Mark Milner and Guy Millward in September
2022. The performance over the three-year period
to 30 June 2025 was considered and the Committee
approved an outturn of 65% in respect of these
awards. The Remuneration Committee decided to
alter the basis on which the EPS measure for the
awards was assessed to take account of changes
in the portfolio in the year, as described later in this
report, whilst maintaining the overall level of stretch
in the targets. Mark Milner satisfies the in-service
shareholding guideline of 200% of salary. Therefore,
in line with the Policy approved in 2024, his bonus
will be paid fully in cash. For Guy Millward 20% of
the amount earned will be deferred into shares for
two years.
The Committee reviewed the formulaic outturn of
both the bonus and the PSP awards, and after careful
consideration concluded that these outturns were
appropriate and reflected the performance of the
Group in the periods to which they relate. Details of the
performance measures and achievements against them
in respect of the bonus and PSP awards are set out on
pages 97 to 99 respectively.
Base salary and fees
Mark Milner’s salary will be increased by 2% to
£489,600 with effect from 1 July 2025 and Guy
Millward’s salary will be increased by 2% to £314,874
with effect from 1 July 2025, both increases are in line
with the average increase for the wider workforce in
the UK.
Pension and Benefits
Both executive directors will receive pension / cash in
lieu of pension aligned with the wider workforce in the
UK at 5% of salary for the year ending 30 June 2026
(‘FY26’). There are no changes to benefits for FY26.
Annual bonus
The maximum bonus opportunity under the new Policy
has not increased. Therefore, each of the Executive
Directors is eligible to earn a bonus of up to 125% of
salary. Vesting is based on adjusted PBT (42.5% of
the opportunity), organic revenue growth (42.5% of
the opportunity) and key strategic measures (15% of
the opportunity). Details of the performance measures
and achievements against them will be set out in next
year’s Directors’ Remuneration report. The deferral of
bonus earned into shares will be in line with the Policy
set out below.
PSP
The maximum PSP opportunity under the new Policy is
175% of salary, compared to 150% of salary under the
Policy approved in 2021, with this additional headroom
included to ensure that the new Policy has appropriate
flexibility for the future.
We outlined in last year’s report, that it was our firm
intention to utilise some (but not all) of the headroom
in the Policy and increase Mark Milner’s PSP award to
150% of salary with effect from FY26. Guy Millward’s
PSP award will increase to 150% of salary for FY26.
Vesting will be subject to performance measures
based on adjusted EPS and organic revenue growth
with targets being finalised in the next few weeks.
Vesting will also be subject to an underpin such that
average ROCE over the performance period will
continue to be at least 13%, and any awards that vest
will be subject to a two-year post-vesting holding
period in line with the Policy.
Chair fees and Non-Executive fees
Gordon Hurst is newly appointed in June 2025 on
the same fee as the former Chair, so no increase is
applied to his fee for FY26. Non-Executive fees have
been increased with effect from 1 July 2025 by 2%
in line with general workforce increases. The NED
base fee is increased to £57,858. No additional fee is
paid for chairing board committees, but an additional
£3,000 is payable to reflect the additional time and
responsibilities associated with holding the position
of SID, from 08 October 2024 this position was taken
up by Helen Sachdev. For further information, see the
Nomination Committee report on pages 81 to 82.
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Wilmington plc Annual Report and Financial Statements 2025 85
Directors’ remuneration report continued
Attendance
The Committee held three meetings in the year ended
30 June 2025 and members’ attendance at meetings is
set out below:
Committee
meetings
attended
Committee
meetings
eligible to
attend
Helen Sachdev (Chair) 3 3
Martin Morgan 3 3
Paul Dollman 2 2
William Macpherson 3 3
Sophie Tomkins 3 3
Conclusion
We remain committed to a responsible approach
to executive remuneration, as I trust this Directors’
Remuneration report demonstrates. We believe that
the Policy operated as intended in respect of the year
to 30 June 2025 and consider that the remuneration
received by the Executive Directors was appropriate,
taking account of the Group’s performance during the
year, their personal performance and the experience of
shareholders and employees.
I look forward to receiving your support at our 2025
Annual General Meeting, where I will be pleased to
answer any questions you may have on this report or in
relation to any of the Committee’s activities.
Helen Sachdev
Chair of the Remuneration Committee
19 September 2025
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Directors’ remuneration policy
This part of the Directors’ remuneration report sets out the Company’s Directors’ Remuneration Policy approved by shareholders at the 2024 Annual General Meeting,
the Policy took binding effect from the close of that meeting. The Policy was determined independently by the Committee, taking into account comments received
from shareholders.
Element
Base salary
Purpose and
link to strategy
Core element of fixed remuneration set at a market competitive level to reflect the individual’s role, experience and performance.
Operation The Committee ordinarily reviews base salaries annually taking into account:
• performance of the Group and pay conditions elsewhere in the workforce;
• performance of the individual;
• changes in position or responsibility; and
• market competitiveness.
The Committee periodically takes external advice to benchmark salaries by reference to Executives with similar positions in comparator organisations. In considering relevant benchmarking the
Committee is also aware of the risk of an upward pay ratchet through placing undue emphasis on comparator pay surveys.
Opportunity Whilst there is no maximum salary, increases will normally be in line with the typical level of salary increase awarded
(in percentage of salary terms) to other employees in the Group.
Salary increases above this level may be awarded in appropriate circumstances, such as:
• where an Executive Director has been promoted or has had a change in scope or responsibility;
• a new Executive Director being moved to market positioning over time;
• where there has been a significant change in market practice; and
• where there has been a significant change in the size and/or complexity of the business.
Such increases may be implemented over such time period as the Committee deems appropriate.
Performance
metric
Although base salary is not subject to any formal performance condition, the individual’s performance in role and overall Group performance is taken into account in determining any salary
increase.
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Element
Pension
Purpose and
link to strategy
Rewards sustained contribution and commitment to the Group.
Provides an appropriate means of saving to deliver post-retirement income.
Operation Executive Directors are eligible to participate in the defined contribution pension scheme.
The Committee has the discretion to pay cash supplements in lieu of some or all pension contributions in appropriate circumstances.
Executive Directors are entitled to elect to sacrifice part of their salary and bonus into a personal pension scheme.
Opportunity An employer contribution and/or cash supplement at a level not exceeding the level available to the majority of the wider workforce in the Executive Director’s local market (currently 5% of salary).
Performance
metric
Not applicable.
Benefits
Purpose and
link to strategy
Set at a market competitive level with the aim to recruit, motivate and retain Directors of the calibre required.
Operation Executive Directors receive benefits in line with market practice. These include a fully expensed car or car allowance and private medical cover (for the Executive Director and his or her family),
death in service cover, and permanent health insurance.
Executive Directors are eligible to participate in the Company’s Save As You Earn (‘SAYE’) plan on the same terms as other qualifying employees.
Other benefits may be provided based on individual circumstances and/or response to market pressures.
Opportunity Whilst the Committee has not set an absolute maximum on the level of benefits Executive Directors may receive, the value of the benefit is set at a level which the Committee considers to be
appropriately positioned taking into account relevant market levels based on the nature and location of the role and individual circumstances.
The limit on participation in the SAYE plan and the discount applied in setting the exercise price will be in accordance with the applicable tax legislation and will be the same for all
participating employees.
Performance
metric
Not applicable.
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Element
Bonus including Deferred Bonus Plan (‘DBP’)
Purpose and
link to strategy
Rewards the achievement of targets, which may include financial, operational and strategic targets, aligned with the Group strategy.
Operation Targets are reviewed annually and any pay-out is determined by the Committee after the year end based on targets set for the relevant performance period.
Targets will ordinarily be assessed over a full financial year. However, the Committee retains discretion to set targets which are assessed over part of a financial year in exceptional circumstances.
If a target is assessed over part of a year only, no bonus will be paid until after the end of the full financial year and the amount of any bonus payable in respect of part year performance will be
subject to the Committee’s assessment of holistic performance across the full financial year.
The Committee has discretion to amend the bonus out-turn if any formulaic output does not reflect its assessment of overall business or individual performance, is inappropriate in the context of
unforeseen or unexpected circumstances, or for other reasons considered relevant by the Committee. As part of this assessment, the Committee will also take into account ROCE and quality of
earnings.
The application of bonus deferral will depend upon achievement against the Company’s in-service shareholding guidelines.
• If an Executive Director has not met the Company’s in-service shareholding guidelines (as determined by the Committee), up to 20% of any bonus earned will be deferred into shares for a
period of two years. The Committee retains discretion not to apply deferral where the amount otherwise deferred would be less than £5,000.
• If an Executive Director has met the Company’s in-service shareholding guidelines (as determined by the Committee), the whole of any bonus earned will be paid in cash.
Deferred bonus awards may take the form of nil-cost options, conditional awards of shares or such other form as has a similar economic effect. Additional shares may be delivered in respect of
shares which vest under the DBP to reflect the value of dividends which would have been paid on those shares up to the date of vesting. The Committee shall determine the basis on which the
value of such dividends shall be calculated, and may assume the reinvestment of dividends in the Company’s shares on a cumulative basis.
Any bonus opportunity may be reduced or cancelled before payment (i.e. a malus provision) or recovered (i.e. a clawback provision) in the period of two years after payment. The malus and
clawback provisions may be applied in the event of a material misstatement of results, serious reputational damage to the Group, gross misconduct on the part of the Executive Director, error in
assessing the award or vesting outcome, or corporate failure.
Opportunity The maximum bonus is 125% of base salary.
Performance
metric
Stretching targets are set each year reflecting the business priorities which underpin Group strategy and align to key performance indicators.
The majority of the bonus opportunity will be determined by financial measures. The balance (if any) of the bonus opportunity will be determined by non-financial measures, based on strategic
and/or operational KPIs.
Vesting of the opportunity based on financial metrics will apply on a sliding scale up to 100% of maximum potential for this element of the bonus based on the satisfaction of performance
conditions, with no more than 50% of the potential earned for achieving a target level of performance.
Vesting of any opportunity based on non-financial metrics (where applicable) will apply on a scale between 0% and 100% based on the Committee’s assessment of the extent to which
non-financial performance metrics has been met.
The level of vesting in respect of any metric is subject to the Committee’s discretion to override formulaic out-turns.
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Element
Performance Share Plan (‘PSP’)
Purpose and
link to strategy
Incentivises Executive Directors to achieve returns for shareholders over a longer timeframe.
Operation Executive Directors may receive awards in the form of conditional awards of shares or options to acquire shares for nil or nominal cost.
Vesting is dependent on the achievement of performance conditions normally over a period of three financial years.
The Committee has discretion to amend the vesting out-turn if any formulaic output does not reflect its assessment of overall business or individual performance, is inappropriate in the context
of unforeseen or unexpected circumstances, or for other reasons considered relevant by the Committee. As part of this assessment, the Committee will also take into account ROCE and quality of
earnings. For the FY25 PSP awards, a specific ROCE underpin will apply such that awards will not vest unless average ROCE over the performance period is at least 13%. It is anticipated that a
similar underpin will apply to future PSP awards.
Other than shares sold to cover tax liabilities arising in respect of the acquisition of shares pursuant to an award and any exercise price, all shares must be retained for at least a holding period of
two years from the end of the performance period.
An award may be reduced or cancelled before vesting (i.e. a malus provision) or recovered (i.e. a clawback provision) up to the later of (i) the second anniversary of vesting and (ii) the publication
of the Company’s second set of audited financial accounts following vesting. The malus and clawback provisions may be applied in the event of a material misstatement of results, serious
reputational damage to the Group, gross misconduct on the part of the Executive Director, error in assessing the grant or vesting outcome, or corporate failure. Clawback may be effected by a
proportionate reduction of future bonuses and/or share awards made under the PSP to reflect the overpayment of shares, or the participant may be required to repay the overpaid amounts from
personal funds.
Additional shares may be delivered in respect of shares which vest under the PSP to reflect the value of dividends which would have been paid on those shares up to the date of vesting. The
Committee shall determine the basis on which the value of such dividends shall be calculated, and may assume the reinvestment of dividends in the Company’s shares on a cumulative basis.
Opportunity The maximum award limit under the PSP is 175% of base salary. Awards in respect of FY26 will be at a level not exceeding 150% of base salary for both Mark Milner and Guy Millward.
Performance
metric
Awards under the PSP will be based on financial metrics with respect to at least 80% of the award. Any balance of an award (up to 20%) will be based on one or more strategic or operational
metrics. The metrics chosen will be those which the Committee considers to be the most appropriate measures of longer term performance.
The threshold pay-out level under the PSP is 25% of the maximum award.
There will usually be straight line vesting between threshold and maximum performance.
The level of vesting in respect of any metric is subject to the Committee’s discretion to override formulaic out-turns.
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Operation of share plans
The Committee may amend the terms of awards under
the PSP, DBP or SAYE in accordance with and to the
extent permitted by the relevant plan’s rules in the
event of a variation of the Company’s share capital,
demerger, special dividend or other relevant event.
The Committee may operate the PSP, DBP and SAYE
(including that it may amend the rules of the plans
and awards granted under them) in accordance with
their rules.
Awards under the PSP and DBP may be granted as
cash-settled equivalents or settled, in whole or in
part, in cash at the Committee’s discretion (although
the Committee would only grant or settle in cash
in the case of an Executive Director in exceptional
circumstances, such as where there is a regulatory
restriction on the delivery of shares, or where
the circumstances mean that cash settlement is
appropriate as regards the tax liability due in respect
of the award).
Explanation of performance metrics chosen
Performance measures for the bonus and PSP
are reviewed annually to ensure they continue
to reflect the business strategy and remain
sufficiently stretching.
Annual bonus
The performance metrics for the FY26 bonus are
described on page 97. The Committee considers that
a profit measure and an organic revenue measure
are closely aligned to the Group’s key performance
metrics. Basing part of the annual bonus opportunity
on strategic KPIs enables the Committee to incentivise
and reward inputs and outputs aligned to the future
implementation of the Group’s strategy.
PSP
As discussed on page 98, the performance metrics for
the FY26 PSP awards will be based on EPS and organic
revenue growth. The EPS target will reward significant
and sustained increase in earnings that would be
expected to flow through into shareholder value; for the
participants, this will also deliver a strong ‘line of sight’ as
it will be straightforward to evaluate and communicate.
The use of a revenue growth measure reflects our focus
on sustainable growth by investing in our business and
actively managing a streamlined portfolio.
When setting the performance targets, the Committee
will take into account a number of different reference
points, which may include the Company’s business
plans and strategy and market environment. Full vesting
will only occur for what the Committee considers to be
stretching performance.
The Committee may vary any performance measure
(including any underpin) if an event occurs which causes
it to determine that it would be appropriate to vary the
measure or to take account of any other exceptional
circumstances, provided that any such variation is fair
and reasonable. If a variation is made as a result of the
occurrence of an event, it may be made only if (in the
opinion of the Committee) the altered performance
measure would be not materially less difficult to satisfy
than the unaltered performance measure would have
been but for the event in question. If the Committee were
to make such a variation, a full explanation would be
given in the next Directors’ remuneration report.
Shareholding guidelines
To align the interests of Executive Directors with those
of shareholders, we have adopted formal shareholding
guidelines, as summarised to the right. The Committee
retains discretion to vary the application of the
guidelines in exceptional circumstances.
In-service
Executive Directors are required to hold shares
acquired pursuant to PSP awards for the holding
period referred to in the ‘Operation’ row of the PSP
section on page 89.
Executive Directors must retain 50% of the after-tax
shares they acquire on the vesting of PSP and DBP
awards until such time as a total personal shareholding
equal to 200% of base salary has been achieved.
Shares which are subject to the two-year holding
period under the PSP or which are subject to a DBP
award will count towards the requirement, on a net of
assumed tax basis where relevant.
Post-employment
The Committee has adopted a post-employment
shareholding requirement. Shares are subject to this
requirement only if they are acquired from PSP and
DBP awards granted after 1 July 2021. Following
employment, an Executive Director must retain:
• For the first year after employment, such of their
shares which are subject to the post-employment
requirement as have a value for these purposes
equal to 100% of salary; and
• for the second year after employment, such of
those shares as have a value for these purposes
equal to 50% of salary,
• or in either case and if fewer, all of those shares.
If relevant and the Committee so determines, the
period for which the post-employment requirement
applies may start from the date on which the
Executive Director steps down from the Board.
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Illustration of the application of the Remuneration Policy
The following charts set out for each of the Executive Directors an illustration of the
application for FY26 of the Remuneration Policy set out above. The charts show the
split of remuneration between fixed pay and variable pay in the Policy for:
• minimum remuneration receivable — salary, fees, taxable benefits and pension;
• the remuneration receivable if the Director was, in respect of any performance
measures or targets, performing in line with the Company’s expectation;
• maximum remuneration receivable (not allowing for any share price
appreciation); and
• maximum remuneration receivable assuming a 50% increase in the Company’s
share price for the purposes of the PSP element.
The Committee believes an appropriate proportion of the Executive Directors’
remuneration links reward to corporate and individual performance and is aligned to
the Group’s strategic priorities.
£543k
£1,094k
£1,890k
£2,257k
£361k
£715k
£1,227k
£1,463k
Minimum
performance
Performance
in line with
expectations
Maximum
performance
Maximum
performance
plus share price
appreciation
100% 50%
28%
29%
31%
25%
26%
100% 50% 25%29%
28%
27%
32%
Fixed pay Bonus PSP
Minimum
performance
Performance
in line with
expectations
Maximum
performance
Maximum
performance
plus share price
appreciation
Fixed pay Bonus PSP
22%
39%
49%
22%
48%
40%
£543k
£1,094k
£1,890k
£2,257k
£361k
£715k
£1,227k
£1,463k
Minimum
performance
Performance
in line with
expectations
Maximum
performance
Maximum
performance
plus share price
appreciation
100% 50%
28%
29%
31%
25%
26%
100% 50% 25%29%
28%
27%
32%
Fixed pay Bonus PSP
Minimum
performance
Performance
in line with
expectations
Maximum
performance
Maximum
performance
plus share price
appreciation
Fixed pay
Bonus PSP
22%
39%
49%
22%
48%
40%
Mark Milner Guy Millward
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Directors’ remuneration report continued
Illustration of the application of the Remuneration Policy continued
In illustrating the potential reward, the following assumptions have been made:
Basic performance In line with expectations Maximum performance
Maximum performance plus share price
appreciation
Fixed pay Based on salary effective as at 1 July 2025, a pension contribution of 5% of salary and benefits earned for the year ended 30 June 2025.
Bonus No bonus. 50% of the maximum bonus is earned
(i.e. 62.5% of salary).
125% of salary. 125% of salary.
PSP No PSP vesting. 33% of the PSP awards vest
(i.e. 41.6% of salary).
150% of salary. 150% of salary plus an assumed 50%
increase in the share price.
Non-Executive Directors
Purpose and link to strategy Operation Opportunity Performance metrics
Non-Executive Director fees and
provision of relevant benefits
Fees are set at a level that reflects market
conditions and is sufficient to attract
individuals with appropriate knowledge
and experience.
Fees are reviewed periodically and
amended to reflect any change in
responsibilities and time commitments.
Where appropriate external advice is
taken on setting market competitive fees.
The Non-Executive Directors do not
participate in any of the Group’s share
incentive plans nor do they receive any
benefits or pension contributions.
Non-Executive Directors may be eligible
to receive benefits such as the use of
secretarial support, travel costs or other
benefits that may be appropriate.
Fees are based on the time commitment
and responsibilities of the role.
Fees are subject to an overall cap as
set out in the Company’s articles of
association from time to time or as
otherwise approved by shareholders.
Not applicable.
Differences in policy from wider employee population
The Company values its wider workforce and aims to provide a remuneration
package that is market competitive, complies with any statutory requirements
and is applied fairly and equitably across the wider employee population. Where
remuneration is not determined by statutory regulation, the Company operates the
same core principles as it does for Executive Directors namely:
• we remunerate people in a manner that allows for stability of the business and
the opportunity for sustainable long term growth; and
• we seek to remunerate fairly and consistently for each role with due regard to
the market place, internal consistency and the Company’s ability to pay.
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Recruitment remuneration policy
The objective of this policy is to allow the Committee
to offer remuneration packages which facilitate the
recruitment of individuals of sufficient calibre to lead
the business and effectively execute the strategy
for shareholders. When appointing a new Executive
Director, the Committee seeks to ensure that
arrangements are in the best interests of the Company
and not to pay more than is appropriate.
The Committee will take into consideration all relevant
factors including the calibre of the individual, the
candidate’s existing remuneration package, and the
specific circumstances of the individual including the
jurisdiction from which the candidate was recruited.
When hiring a new Executive Director, the Committee
will typically align the remuneration package with
the above Policy. The Committee may include other
elements of pay which it considers are appropriate.
However, this discretion is capped and is subject to the
principles and the limits referred to below.
• Base salary will be set at a level appropriate to
the role and the experience of the Director being
appointed. This may include agreement on future
increases up to a market rate, in line with increased
experience and/or responsibilities, subject to good
performance, where it is considered appropriate.
• Retirement benefits will only be provided in line
with the above Policy.
• The Committee will not offer non-performance
related incentive payments (for example a
‘guaranteed sign-on bonus’).
• Other elements may be included in appropriate
circumstances such as:
• an interim appointment being made to fill an
Executive Director role on a short term basis;
• if exceptional circumstances require that the
Chair or a Non-Executive Director takes on an
executive function on a short term basis;
• if an Executive Director is recruited at a time
in the year when it would be inappropriate to
provide a bonus or long term incentive award
for that year as there would not be sufficient
time to assess performance. Subject to the limit
on variable remuneration set out below, the
quantum in respect of the months employed
during the year may be transferred to the
subsequent year so that reward is provided on
a fair and appropriate basis; and
• if the Director will be required to relocate
in order to take up the position, it is the
Company’s policy to allow reasonable
relocation, travel and subsistence payments.
Any such payments will be at the discretion of
the Committee.
• The Committee may also alter the performance
measures, performance period, vesting period
and deferral period of the bonus or PSP if the
Committee determines that the circumstances
of the recruitment merit such alteration. The
rationale will be clearly explained in the Directors’
remuneration report.
• The maximum level of variable remuneration which
may be granted (excluding ‘buyout’ awards as
referred to on the right) is 300% of salary.
The Committee may make payments or awards
in respect of hiring an employee to ‘buy out’
remuneration arrangements forfeited on leaving a
previous employment or engagement. In doing so,
the Committee will take account of relevant factors
including any performance conditions attached to the
forfeited arrangements and the time over which they
would have vested. The Committee will generally
seek to structure buyout awards or payments on a
comparable basis to the remuneration arrangements
forfeited. Any such payments or awards are excluded
from the maximum level of variable remuneration
referred to on the left. Where considered appropriate,
such special recruitment awards will be liable to
forfeiture or ‘clawback’ on early departure.
Any share awards referred to in this section will
be granted as far as possible under the Company’s
existing share plans. If necessary and subject to the
limits referred to above, recruitment awards may be
granted outside of these plans as permitted under the
Listing Rules which allow for the grant of awards to
facilitate, in unusual circumstances, the recruitment
of an Executive Director. Where a position is filled
internally, any ongoing remuneration obligations or
outstanding variable pay elements shall be allowed to
continue in accordance with their terms.
Fees payable to a newly appointed Chair or
Non-Executive Director will be in line with the policy in
place at the time of appointment.
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Payments for loss of office
The Company has adopted the following policy on Executives’ service contracts.
Notice period Twelve months’ notice period or less shall apply.
Termination
payments and
mitigation
Termination payments are limited to payment of twelve months’ salary, contractual pension amounts and benefits. The Committee retains discretion to continue to provide benefits during any
notice period that would otherwise have applied.
The policy is that, as is considered appropriate at the time, the departing Director may work, or be placed on garden leave, for all or part of their notice period, or receive a payment in lieu of
notice in accordance with the service agreement.
The Committee will consider mitigation to reduce the termination payment to a leaving Director when appropriate to do so, having regard to the circumstances.
Bonus The decision whether or not to award a bonus in full or in part to an Executive Director will be dependent upon a number of factors including the circumstances of their departure and their
contribution to the business during the bonus period in question. Bonus payments will be made only to ‘good leavers’, which will include those who leave due to, retirement, ill health or
disability, death, or any other reason determined by the Committee. Any bonus payment made would typically be pro-rated for time in service to termination and paid at the usual time
(although the Committee retains discretion not to apply pro-rating and/or to pay the bonus earlier in appropriate circumstances).
DBP Awards Awards lapse on the date of termination in the event of dismissal for gross misconduct. In other circumstances, awards will ordinarily continue and vest on the ordinary vesting date, although
the Committee retains discretion to vest any such award on the date of termination in appropriate circumstances (such as in the event of cessation due to death or ill-health). In either case, the
award will vest in full.
PSP Unvested awards
Unvested awards held by the Director under the Company’s PSP will lapse or vest in accordance with the rules of the plan, which have been approved by shareholders. In summary, the plan
rules provide that awards can vest if employment ends by reason of redundancy, retirement, ill health or disability, death, sale of the Director’s employer out of the Group or any other reason
determined by the Committee. Unless the Committee decides that the award will vest at cessation, it will vest at the normal vesting date. In either case, the extent of vesting will be determined
by the Committee taking into account the satisfaction of the relevant performance conditions and, unless the Committee determines otherwise, applying a pro-rata reduction based on the
proportion of the performance period that has elapsed at the date of cessation.
Awards will remain subject to the holding period, unless the Committee determines otherwise. The Committee will only release the award early from its holding period in compassionate
leaver circumstances.
Vested awards in a holding period
If an Executive Director leaves employment after a PSP award has vested but during its holding period, that holding period will continue to apply, unless the Committee determines otherwise.
The Committee will only release the award early from its holding period in compassionate leaver circumstances.
Change of control PSP
Awards under the PSP will generally vest early on a takeover or other relevant corporate event. The Committee will determine the level of vesting taking into account the satisfaction of the
relevant performance conditions and, unless the Committee determines otherwise, a pro-rata reduction based on the proportion of the performance period that has elapsed at the date of the
relevant event.
The holding period applying to awards will ordinarily come to an end on a change of control.
DBP
DBP awards will vest early and in full on a takeover or other relevant corporate event.
SAY E
SAYE options will vest on a change of control in accordance with the plan rules, which do not permit the exercise of discretion by the Committee.
Other payments In appropriate circumstances, payments may also be made in respect of accrued holiday, outplacement and legal fees.
SAYE options will vest on termination of employment in accordance with the plan rules, which do not permit the exercise of discretion by the Committee.
Where a ‘buyout’ or other award is made outside the Company’s PSP in connection with the recruitment of an Executive Director, as permitted under the Listing Rules, the leaver provisions
would be determined at the time of the award.
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Payments for loss of office continued
The Committee reserves the right to make additional
exit payments where such payments are made in good
faith in discharge of an existing legal obligation (or by
way of damages for breach of such an obligation) or by
way of settlement or compromise of any claim arising
in connection with the termination of a Director’s office
or employment.
Non-Executive Directors
Non-Executive Directors have letters of appointment
with the notice periods referred to below, with
compensation limited to fees for the duration of the
notice period.
Legacy matters
The Committee reserves the right to make any
remuneration payment or payment for loss of office
(including exercising discretions in respect of any such
payment) notwithstanding that it is not in line with the
Policy set out above where the terms of the payment
were agreed:
• before the Policy came into effect (provided
that in the case of any payments agreed on or
after 6 November 2014 they are consistent with
any applicable shareholder approved Directors’
Remuneration Policy in force at the time they
were agreed or were otherwise approved by
shareholders); or
• at a time when the relevant individual was not
a Director of the Company (or other person to
whom the Policy set out above applies) and, in the
opinion of the Committee the payment was not in
consideration of the individual becoming a Director
of the Company (or other such person).
For these purposes, ‘payment’ includes the satisfaction
of any award of variable remuneration and in relation
to an award over shares the terms of the payment are
‘agreed’ when the award is granted.
Statement of consideration of
employment conditions elsewhere in
the Company
The Committee generally considers pay and
employment conditions elsewhere in the Company
when considering the Executive Directors’
remuneration. When considering base salary
increases, the Committee reviews overall levels of
base pay increases offered to other employees. Whilst
employees were not actively consulted on the design
of the Policy, the Company has in place employee
feedback systems and employee forums, via which the
wider workforce’s views on remuneration are fed back
to the Committee in order that decisions are taken with
appropriate insight to employees’ views.
Non-Executive appointments at
other companies
The Committee’s policy is that Executive Directors may,
by agreement with the Board, serve as Non-Executives
of other companies and retain any fees payable for
their services.
Statement of consideration of
shareholder views
The Company is committed to open and transparent
dialogue with shareholders and welcomes feedback on
Executive and Non-Executive Directors’ remuneration.
The Committee consulted with shareholders in relation
to the Policy and its approach to Executive Director
reward in respect of FY25 and finalised its proposals
having regard to feedback received.
Service Contracts and letters of appointment
Details of the Executive Directors’ service contracts and Non-Executive Directors’ letters of appointment are set
out below.
Executive Directors Contract commencement date Notice period
Mark Milner July 2019 12 months
Guy Millward November 2020 12 months
Non-Executive Directors Date of initial appointment Notice period
Gordon Hurst June 2025 6 months
Helen Sachdev April 2020 3 months
William Macpherson February 2021 3 months
Sophie Tomkins April 2024 3 months
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Annual Report on remuneration
Certain details set out on pages 96 to 104 of this
report have been audited by Grant Thornton UK LLP.
Introduction (unaudited information)
The following section provides details of the
remuneration earned by the Directors in respect of
the year in line with the Directors’ Remuneration
Policy approved by shareholders at the 2024 Annual
General Meeting.
Single total figure of remuneration for each
Director (audited information)
The tables to the right report the total remuneration
receivable in respect of qualifying services by each
Director during the year.
a) Total salary and fees – the amount of salary/fees received in
the year.
b) Taxable benefits – the taxable value of benefits received in
the year (i.e. car allowance, private medical insurance and
income protection).
c) Pensions related benefits – this is the amount of the cash
payments in lieu of pension contributions made in the year.
d) Annual bonus — the value of the bonus earned in respect of
the year. For Guy Millward 20% of which will be deferred in
shares. A description of performance against the objectives,
which applied for the year ended 30 June 2025, is provided on
page 97.
e) PSP – the value of performance related incentives vesting
in respect of the financial year. A description of performance
against the targets which applied for the awards vesting in
respect of performance in the financial year is provided on
pages 98 to 99. The award will vest on 30 September 2025
and the estimated value of the award shown above is based on
the three-month average share price to 30 June 2025 (£3.57)
and the value of dividends that would have accrued on vested
shares during the performance period, which will be paid to Mr
Milner and Mr Millward. The PSP awards vesting in respect of
the year ended 30 June 2024 vested on 30 September 2024.
The value of the vested shares shown above is based on the
average share price over the 5 days before 29th September
of £4.01; in the 2024 Directors’ Remuneration Report, due to
timing, the value included was an estimated value based on the
three-month average share price to 30 June 2024 of £3.84.
2025
Total salaryTotal salary
and feesand fees
(a)(a)
£’000£’000
TaxableTaxable
benefitsbenefits
(b)(b)
£’000£’000
PensionsPensions
relatedrelated
benefitsbenefits
(c)(c)
£’000£’000
Total fixed
remuneration
£’000
AnnualAnnual
bonusbonus
(d)(d)
£’000£’000
PSPPSP
(e)(e)
£’000£’000
Total variable
remuneration
£’000
TotalTotal
£’000£’000
Executive Directors
Mark Milner 480 32 21 533 278 459 737 1,270
Guy Millward 309 32 13 354 179 259 438 792
Non-Executive
Directors
Martin Morgan 151 — — 151 — — — 151
Paul Dollman 16 — — 16 — — — 16
Helen Sachdev 59 — — 59 — — — 59
William Macpherson 57 — — 57 — — — 57
Sophie Tomkins 57 — — 57 — — — 57
Gordon Hurst 4 — — 4 — — — 4
2024
Executive Directors
Mark Milner 417 32 18 467 486 717 1,203 1,670
Guy Millward 294 32 13 339 343 519 862 1,201
Non-Executive
Directors
Martin Morgan 147 — — 147 — — — 147
Paul Dollman 57 — — 57 — — — 57
Helen Sachdev 54 — — 54 — — — 54
William Macpherson 54 — — 54 — — — 54
Sophie Tomkins 10 — — 10 — — — 10
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Total salary and fees
Total salary and fees are based on the need to retain
the skills and knowledge that the Executive and
Non-Executive Directors bring to the Company.
For the year ended 30 June 2025 (audited
information)
For the year ended 30 June 2025 Mark Milner’s
salary was increased by 15% to £480,000 and Guy
Millward’s salary was increased by 5% to £308,700.
Pensions related benefits
For the year ended 30 June 2025
(audited information)
Neither Mark Milner nor Guy Millward participated
in a pension scheme. They were paid an amount of
£20,760 and £13,259 respectively in the year in lieu of
pension contributions, reflective of 5% of annual salary
net of employers’ national insurance contributions.
Annual bonus
For the year ended 30 June 2025 (audited
information)
Each Executive Director was eligible to earn a bonus
of up to 125% of their salary, with the performance
measures weighted as follows in respect of the
maximum opportunity.
Measure
Weighting
(% of base salary)
Organic revenue growth
1
53.1%
Adjusted Profit measure
1
53.1%
Strategic and operational measures 18.8%
The following provides the Adjusted Profit and
personal strategic objectives reference points together
with the out-turns for 2024/2025.
Minimum
target set
Maximum
target set
Performance
out-turn
Bonus
earned as
a % of
base salary
Organic
revenue growth
1
2.0% 6.0% -2.0% 0%
Adjusted Profit
1
£21.3m £26.1m £24.5m 39.2%
1. Adjusted Profit is Adjusted EBITDA being profit from ongoing operations
before adjusting items, impairment and other income – see note 2 for a
reconciliation. Organic revenue growth is revenue growth excluding non-core
operations and acquisitions.
Strategic and operational measures
Objectives
Weighting
(% of base
salary)
Assessment of
performance
Bonus
earned
(% of base
salary)
Improve customer
engagement
scores, measured
by NPS, to more
than 59.55. 9.4%
Objective
achieved. 9.4%
Improve the
employee
engagement
measure, using
the Peakon
employee
engagement
score, to 7.6. 9.4%
Objective
achieved. 9.4%
The Executive Directors therefore earned bonuses
equal to 57.9% of salary (equivalent to 46.3% of
maximum opportunity):
Mark Milner: £278,063
Guy Millward: £178,829
For Guy Millward 20% of the amount earned will be
deferred into shares for two years.
The Committee carefully considered the bonus
outturns in the context of overall performance,
including the quality of earnings and ROCE
performance, and the shareholder and employee
experience. The Committee considered that the bonus
outturns were appropriate. Mark Milner satisfies the
in-service shareholding guideline of 200% of salary.
Therefore, in line with the Policy approved in 2024,
his bonus will be paid fully in cash. For Guy Millward
20% of the amount earned will be deferred into shares
for two years.
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Wilmington plc Annual Report and Financial Statements 2025 98
Directors’ remuneration report continued
PSP
Awards vesting in respect of the year ended 30 June 2025
(audited information)
PSP awards were granted to Mark Milner and Guy Millward on 30 September 2022
that are due to vest on 30 September 2025. The awards were subject to EPS growth
and organic revenue growth over a three-year period to 30 June 2025. The table
below details The Company’s performance against these performance measures for
the three-year performance period and the vesting out-turn.
Element
Weighting
(% of award)
Target range
Performance Vesting
Minimum
(25% of
maximum)
Maximum
(100% of
maximum)
Annual organic EPS
1
65% 12.9p 16.9p 19.3p 100%
Organic revenue
growth CAGR
2
35% 8.4% 10.4% 6.7% 0%
Total vesting outcome 65%
1. Having regard to changes in the Company’s portfolio as a result of acquisitions and disposals, during the year the
Remuneration Committee decided, in accordance with the Policy and the PSP rules, to adjust the basis on which the EPS
measure is assessed. The Committee determined that it would be more appropriate to asses the measure by reference
to Annual Organic EPS, which excludes the impact of portfolio changes and changes in foreign currency exchange rates.
The Committee was comfortable that following the change in the basis of assessment the overall level of stretch in the
targets was maintained.
2. Organic revenue growth CAGR excludes the impact of changes in foreign currency exchange rates and excluding the
impact of changes in the Company’s portfolio from acquisitions and disposals.
Number of
shares
granted
1
Number
of shares
vesting
based on
performance
Dividend
equivalents
2
Total value
of award on
vesting3
Amount
of award
attributable
to share price
appreciation
since grant
Mark Milner 175,726 114,222 14,375 £459,091 £265,563
Guy Millward 99,150 64,448 8,111 £259,036 £192,376
1. A share price of £2.82 (five-day average share price prior to grant) were used to determine the number of shares
granted. The value of the vested shares is estimated based on a share price of £3.57. The Committee did not consider
that it was necessary to exercise discretion in respect of share price appreciation since the grant date.
2. Calculated based on the value of dividends that would have accrued on vested shares during the performance period.
3. Calculated based on the three-month average share price to 30 June 2025 (£3.57).
The vesting of these awards was also subject to a specific ROCE underpin that
they would not vest unless average ROCE over the performance period is at least
10%. Average ROCE over the performance period was 23.6% and accordingly this
underpin was satisfied.
Mark Milner and Guy Millward are required to hold all of the vested shares (net of
tax) for a minimum of two years post-vesting.
The Committee carefully considered the PSP outturn in the context of overall
performance, including the quality of earnings and ROCE performance, and the
shareholder and employee experience. The Committee considered that the PSP
outturn was appropriate.
PSP Awards granted during the year
In respect of the year ended 30 June 2025 the following PSP awards were granted
as detailed in the table below.
Name
Date of
grant
Type of
award
Maximum
opportunity
Number
of shares
Face value
at grant
1
% of award
vesting at
minimum
threshold
Mark Milner 30-Sep-24 PSP 125% of salary 149,626 £600,000 25%
Guy Millward 30-Sep-24 PSP 125% of salary 96,228 £385,874 25%
1. The face value is based on a price of 401p, being the average share price from the five business days immediately
preceding the award being granted on 30 September 2024.
The performance measures are disclosed below:
65% of award — EPS in the 2026/27 financial year Percentage of Award Vesting
Less than 25.9p 0.0%
25.9p 25.0%
More than 25.9p but less than 29.9p On a straight line basis between
25.0% and 100.0%
29.9p or more than 29.9p 100.0%
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Wilmington plc Annual Report and Financial Statements 2025 99
Directors’ remuneration report continued
PSP continued
PSP Awards granted during the year continued
35% of award — Organic revenue growth over a
performance period from the 2023/24 financial year
to the 2026/27 financial year Percentage of Award Vesting
Less than 6.2%
0.0%
6.2%
25.0%
More than 6.2% but less than 10.2% On a straight line basis between
25.0% and 100.0%
10.2% or more than 10.2% 100.0%
Vesting will also be subject to an underpin such that average ROCE over the
performance period must be at least 13%.
The Committee may reduce the extent of vesting if the Committee considers
that any value of the vested award represents a windfall gain. In assessing this,
the Committee will take into account a number of factors, including share price
performance over the vesting period on an absolute and relative basis against peer
companies, underlying financial performance of the Group during the performance
period and the impact of any significant events during the vesting period on the
Group’s share price or the market as a whole.
The Executive Directors will be required to retain all of the vested shares
(net of taxes) for a minimum of two years post-vesting.
Shareholding guidelines and statement of Directors’
share awards (audited information)
Shareholding guidelines for Executives have been adopted, linked to the outturn
from the PSP. At the time awards vest under the PSP (or any other Executive
plan established in the future), Executive Directors will be expected to retain no
fewer than 50% of vested shares (net of taxes) until such time as a total personal
shareholding equivalent to 200% of pre-tax base salary has been achieved. This
retention requirement also applies to 50% of the net vested shares under deferred
bonus awards.
Mark Milner and Guy Millward both have a holding in excess of the guideline at
316% and 171% respectively. For these purposes, the holdings include beneficially
owned shares, the net of assumed tax shares subject to DBP awards, and the net
of assumed tax PSP shares for which the performance period ended on 30 June
2025 and which will vest on 30 September 2025 as disclosed earlier in this report.
The percentages have been calculated based on the share price on 30 June 2025 of
340.00p and the salaries applying with effect from 1 July 2025.
The holdings of those persons who served as Directors during the year, and of their
families, are as follows:
Beneficial/
non-beneficial
At 30 June
2024
Movement
in year
At 30 June
2025
At 30 June
2025
Percentage
Mark Milner Beneficial 259,271 110,478 369,749 0.41%
Guy Millward Beneficial 29,703 77,192 106,895 0.12%
Martin Morgan Beneficial 90,000 — 90,000 0.10%
Helen Sachdev Beneficial 10,000 — 10,000 0.01%
William Macpherson Beneficial 20,000 10,000 30,000 0.03%
Sophie Tomkins Beneficial — — — 0.00%
Gordon Hurst Beneficial — — — 0.00%
As at 30 June 2025 the Company’s share price was 340.00p and its highest and
lowest share prices during the year ended 30 June 2025 were 415.00p and 330.00p
respectively. Interests are shown as a percentage of shares in issue at 30 June 2025.
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Wilmington plc Annual Report and Financial Statements 2025 100
Directors’ remuneration report continued
Executive Directors’ interests under share schemes (audited
information)
Awards held under the PSP and SAYE scheme by each person who served as a Director during the
year ended 30 June 2024 are as follows:
Award
date
Type
of
award
Number
of
shares at
01 July
2024
Granted
during
the
year
Exercised
during
the year
Number
of
shares
at
30 June
2025
Date
which
awards
vest
Mark Milner 30 Sept 2021 PSP 164,946 — (164,946) — 14 Oct 2024
Mark Milner 30 Sept 2022
1
PSP 175,726 — — 175,726 30 Sept 2025
Mark Milner 29 Sept 2023
2
PSP 167,976 — — 167,976 29 Sept 2026
Mark Milner 19 Apr 2024 SAYE 6,405 — — 6,405 19 Apr 2027
Mark Milner 30 Sept 2024
3
PSP — 149,626 — 149,626 30 Sept 2027
Guy Millward 30 Sept 2021 PSP 119,488 — (119,488) — 14 Oct 2024
Guy Millward 30 Sept 2022 PSP 99,150 — — 99,150 30 Sept 2025
Guy Millward 29 Sept 2023 PSP 94,778 — — 94,778 29 Sept 2026
Guy Millward 30 Sept 2024
4
PSP — 96,228 — 96,228 30 Sept 2027
1. Performance conditions for awards granted on 30 September 2022 are disclosed on page 98. The awards are expected to vest at 65%.
2. Performance conditions for awards granted on 29 September 2023 are disclosed in the 2023/24 financial year Annual Report and Accounts.
3. Performance conditions for awards granted on 30 September 2024 are disclosed on page 99.
4. Awards vested during the year are disclosed in the 2024/25 financial year Annual Report and Accounts.
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Wilmington plc Annual Report and Financial Statements 2025 101
Directors’ remuneration report continued
Dilution (unaudited information)
Awards under the Company’s discretionary schemes which may
be satisfied by a new issue of shares must not exceed 5.0% of
the Company’s issued share capital in any rolling ten-year period
and the total of all awards satisfied via new issue shares under
all plans (both discretionary and all-employee) must not exceed
10.0% of the Company’s issued share capital in any rolling
ten-year period.
At 30 June 2025, the headroom under the Company’s 5.0% and
10.0% limits was 1,481,427 and 4,367,285 shares respectively,
out of an issued share capital of 90,232,415 shares.
Payments for loss of office
(audited information)
No payments for loss of office were made during the year.
TSR performance graph (unaudited information)
The following graph shows, for the year ended 30 June 2025 and for each of the nine previous
years, the total shareholder return on a holding of the Company’s ordinary shares compared with a
hypothetical holding of shares of the same kind and number as those by reference to which the FTSE
All-Share Industrial Support Services Index and FTSE Small Cap Index are calculated. These indices
have been chosen as the appropriate comparators because the Committee believes they contain the
most comparable companies against which to appraise the Company’s share performance.
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Wilmington plc Annual Report and Financial Statements 2025 102
Directors’ remuneration report continued
Chief Executive Officer single figure
(unaudited information)
Total
remuneration
£’000
Annual
bonus
as a % of
maximum
opportunity
%
PSP as a %
of maximum
number of
shares
%
2024/25 Mark Milner 1,270 46.3% 100.0%
2023/24 Mark Milner 1,670* 93.3% 100.0%
2022/23 Mark Milner 1,702 59.0% 100.0%
2021/22 Mark Milner 1,066 100.0% 40.7%
2020/21 Mark Milner 769 100.0% —
2019/20 Mark Milner 389 — —
2018/19 Pedro Ros 398 21.8% 33.3%
2017/18 Pedro Ros 565 — 60.9%
2016/17 Pedro Ros 814 61.7% 84.1%
2015/16 Pedro Ros 677 73.1% —
* Restated to reflect the value of the relevant PSP award at the date of vesting
as referred to on page 96.
Percentage change in remuneration
of Directors and employees
(unaudited information)
The year-on-year percentage change in salary, taxable
benefits and annual bonus on a rolling basis, for the
Executive and Non-Executive Directors and employees
of the Company on a full-time equivalent basis. The
average employee change has been calculated by
reference to the mean of employee pay over the
same period.
Average
employee
Mark
Milner
Guy
Millward
1
Martin
Morgan
Paul
Dollman
2
Helen
Sachdev
Sophie
Tomkins
William
Macpherson
1
Salary/fees
2024/25 7% 15% 5% 3% (72%) 9% 6% 6%
2023/24 4% 3% 5% 5% 11% 5% 0% 5%
2022/23 9% 8% 5% 9% 12% 5% 0% 5%
2021/22 1% 5% 2% 0% 0% 0% 0% 0%
2020/21 0% 5% 0% 6% 4% 4% 0% 0%
Taxable
benefits
2024/25 0% 0% 0% 0% 0% 0% 0% 0%
2023/24 0% 0% 0% 0% 0% 0% 0% 0%
2022/23 0% 0% 0% 0% 0% 0% 0% 0%
2021/22 0% (20%) 4% 0% 0% 0% 0% 0%
2020/21 0% 34% 0% 0% 0% 0% 0% 0%
Annual
bonus
2024/25 (14%) (43%) (48%) 0% 0% 0% 0% 0%
2023/24 16% 66% 66% 0% 0% 0% 0% 0%
2022/23 7% (36%) (38%) 0% 0% 0% 0% 0%
2021/22 21% 31% 27% 0% 0% 0% 0% 0%
2020/21 60% 100% 0% 0% 0% 0% 0% 0%
1. In order to provide meaningful comparison with remuneration for 2021/22, Guy Millward and William Macpherson’s remuneration for 2020/21 has been
annualised, to reflect the fact that both joined the Board during the year ended 30 June 2021.
2. Paul Dollman was awarded an additional fee increase of £3,000 in 2023/24 to reflect the additional time and responsibilities associated with his holding the
position of SID.
The increase in average employee salary and fees in the year reflects an average salary increase for continuing
employees offset by the impact of restructuring and vacancies. The increase in Directors’ salaries in the year
reflects a holistic view of performance and other factors as outlined in the Remuneration Committee Chair’s
statement on pages 83 to 85. See previous Directors’ Remuneration reports for explanations as regards the
percentage change in salary, taxable benefits and annual bonus in respect of previous years.
Relative importance of spend on pay (unaudited information)
The difference in actual expenditure between 2023/24 and 2024/25 on remuneration for statutory continuing
employees in comparison to distributions to shareholders by way of dividend is detailed in the table on the
following page. The increase in distributions to shareholders by way of a dividend is primarily due improved
profits in the business. Remuneration decreased because of the decline in headcount during the year. Dividends
therefore increased as a percentage of remuneration from 25% last year to 29% in FY25.
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Wilmington plc Annual Report and Financial Statements 2025 103
Directors’ remuneration report continued
Relative importance of spend on pay (unaudited information)
continued
2024/25
£’000
2023/24
£’000
Change
%
Expenditure on remuneration for employees 35,714 36,440 (2%)
Distributions to shareholders by way of a dividend 10,179 9,153 11%
CEO pay ratio
The following table discloses the ratios between the single total figure of remuneration (‘STFR’) of the
Chief Executive Officer for 2023/24 and 2024/25 and the lower quartile, median and upper quartile pay of
Wilmington’s UK employees for those years. The STFR of employees at each quartile has been calculated on a
full-time equivalent basis as at the final day of the relevant financial year. Wilmington is committed to ensuring
competitive pay for all colleagues.
Method
25th
percentile
pay ratio
Median
pay ratio
75th
percentile
pay ratio
2024/25 Option B 40:1 34:1 22:1
2023/24 Option B 57:1 44:1 27:1
2022/23 Option B 54:1 41:1 22:1
2021/22 Option B 40:1 24:1 14:1
2020/21 Option B 28:1 21:1 13:1
Single total figures of remuneration used to calculate the above ratio
CEO
25th percentile
pay ratio Median pay ratio
75th percentile
pay ratio
Method
Total pay
and
benefits
£’000
Total
salary
£’000
Total pay
and
benefits
£’000
Total
salary
£’000
Total pay
and
benefits
£’000
Total
salary
£’000
Total pay
and
benefits
£’000
Total
salary
£’000
2024/25 Option B 1,270 480 31 30 37 35 57 55
Reporting regulations offer three methodologies
to calculate the CEO pay ratio – Options A, B and
C. The table on the left has been calculated by
adopting Option B, which was determined as the
most appropriate methodology for Wilmington. It was
decided that Option B would be the most appropriate
approach as Wilmington had already completed a
comprehensive analysis of UK employees for the
purpose of gender pay gap reporting. As such, the
most recent gender pay gap data, due to be published
post year-end was used to determine the employees
at the 25th percentile, median and 75th percentile. A
single total figure of remuneration was then calculated
for each of the relevant employees using a consistent
approach to the calculation of the single total figure
of remuneration for the Chief Executive Officer on
page 96 based on remuneration as at 30 June 2025.
For example, variable bonus payments and employer
pension contributions were added to the gender
pay data to ensure the STFR reflected all relevant
remuneration received in respect of the year ended 30
June 2025. The pay data for a sample of employees
at each percentile was then reviewed for accuracy
and consistency and as such, Wilmington believes the
selected employees are reasonably representative of
the 25th, median, and 75th percentiles.
It is expected that the CEO pay ratio has the potential
to vary considerably year-on-year due to the significant
variable remuneration element included. 65% of the
PSP award granted to the CEO on 30 September
2022 will vest on 30 September 2025 in respect of
three-year performance to 30 June 2025.
The Company believes that the median pay ratio
is consistent with the pay, reward and progression
policies for the Company’s UK employees as a whole.
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Wilmington plc Annual Report and Financial Statements 2025 104
Directors’ remuneration report continued
Implementation of the policy for the year ending 30
June 2026 (unaudited information)
The Committee Chair’s statement on pages 83 to 85 describes how the policy will
be implemented for the year ending 30 June 2026.
Details of the Remuneration Committee, advisors to the
Committee and their fees (unaudited information)
Details of the Directors who were members of the Committee during the year are
disclosed on page 85. The Committee has also received assistance from the Chief
Executive Officer with respect to the remuneration of the other Executive Director
and on the Company’s Remuneration Policy more generally. He is not in attendance
when his own remuneration is discussed.
During the year, the Committee received independent advice from the following
external consultants:
Committee’s advisors
2024/25
£’000
Aon Hewitt Limited provided advice to the Committee on performance analysis. 7
Deloitte LLP provided advice to the Committee on executive remuneration, including
annual bonus performance measures 5
Deloitte LLP was appointed by the Committee in 2013; the Group also engages
Deloitte LLP to provide advice in relation to the Company’s share plans. Deloitte
is a member of the Remuneration Consultants Group and, as such, voluntarily
operates under the Code of Conduct in relation to executive remuneration consulting
in the UK. Aon Hewitt Limited was appointed by the Committee in previous years.
The Committee took into account the Remuneration Consultants Group’s Code of
Conduct when reviewing the appointment of Aon Hewitt Limited and Deloitte LLP.
The Committee is satisfied that all advice received was objective and independent.
Details of the attendance of the Committee are set out in the table below:
Committee member Member since
Committee
meetings
attended
Committee
meetings
eligible to
attend
Helen Sachdev (Committee Chair) April 2020 3 3
Martin Morgan May 2018 3 3
Paul Dollman September 2015 2 2
William Macpherson February 2021 3 3
Sophie Tomkins April 2024 3 3
Gordan Hurst June 2025 0 0
Statement of voting at general meeting (unaudited
information)
At the Annual General Meeting held on 28 November 2024 the Annual Report on
remuneration received the following votes from shareholders:
Annual Report on remuneration
Total number
of votes
% of
votes cast
For 71,997,426 98.0%
Against 1,473,433 2.0%
Total votes cast (for and against) 73,740,859
Votes withheld 0
Total votes (including withheld votes) 73,740,859
At the Annual General Meeting held on 22 November 2023 the Annual Report on
remuneration received the following votes from shareholders:
Annual Report on remuneration
Total number
of votes % of votes cast
For 68,553,069 91.8%
Against 6,127,082 8.2%
Total votes cast (for and against) 74,680,151
Votes withheld 0
Total votes (including withheld votes) 74,680,151
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Wilmington plc Annual Report and Financial Statements 2025 105
Directors’ report and other statutory information
The Directors present their report together with
the audited consolidated financial statements for
the year ended 30 June 2025. The Directors’ report
comprises page 105 and the sections of the Annual
Report incorporated by reference are set out below
which, taken together, contain the information to be
included in the Annual Report, where applicable,
under Listing Rule 9.8.4.
Page
Board membership 67
Dividends 14
Directors’ long term incentives 88
Corporate Governance report 69
Future developments of the
business of the Group 11
Employee equality, diversity and involvement 29
Events after the reporting period 173
Subsidiaries of the Group 156
Financial risk management 158
Sustainability and greenhouse gas emissions 27
S172 statement and stakeholder engagement 23
Going concern 132
Viability statement 64
Notice concerning
forward-looking statements
This Annual Report contains forward-looking statements.
Although the Group believes that the expectations
reflected in such forward-looking statements are
reasonable, these statements are not guarantees of
future performance and are subject to a number of risks
and uncertainties and actual results and events could
differ materially from those currently being anticipated as
reflected in such forward-looking-statements.
The terms ‘expect’, ‘estimate’, ‘forecast’, ‘target’, ‘believe’,
‘should be’, ‘will be’ and similar expressions are intended
to identify forward-looking statements. Factors which
may cause future outcomes to differ from those foreseen
in forward-looking statements include, but are not
limited to, those identified under ‘Principal risks and
uncertainties’ on pages 49 to 57 of this Annual Report.
The forward-looking statements contained in this Annual
Report speak only as of the date of publication of this
Annual Report and the Group therefore cautions readers
not to place undue reliance on any forward-looking
statements. Except as required by any applicable law or
regulation, the Group expressly disclaims any obligation
or undertaking to release publicly any updates or
revisions to any forward-looking statements contained
in this document to reflect any change in the Group’s
expectations or any change in events, conditions or
circumstances on which any such statement is based.
General information
The Company is public limited and is incorporated and
domiciled in the UK. The Company is listed on the main
market of the London Stock Exchange. The Company’s
registered address is Suite 215/216 Fort Dunlop, 2nd
Floor, Fort Parkway, Birmingham B24 9FD.
Branches outside the UK
The Group does not operate any branches outside
the UK.
Research and development activities
The Group invests in research and development to
support the development of its businesses which can
rely on technology to deliver their data, information,
education and training services. An example of
investments undertaken in the year is the Digital
Transformation project.
Political donations
No political donations were made during the year
(2024: £nil).
Directors and Directors’ interests
All Directors are equally accountable for the proper
stewardship of the Company’s affairs. Executive and
Non-Executive Directors offer themselves for election
or re-election at each Annual General Meeting as a
result of the Company deciding to adopt best practice
guidelines and the 2018 UK Corporate Governance
Code, located on the FRC’s website at
www.frc.org.uk/directors/corporate-governance-
and-stewardship/uk-corporate-governance-code.
Details of the remuneration, service contracts, letters
of appointment and interests in the share capital of the
Company for the Directors who have served during the
year are set out in the Directors’ remuneration report on
pages 83 to 104.
As disclosed in note 25 none of the Directors had
any material interest in any contract, other than an
employment contract, that was significant in relation to
the Group’s business at any time during the year.
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Wilmington plc Annual Report and Financial Statements 2025 106
Directors’ report and other statutory information continued
Directors’ third-party indemnity
provisions
To reduce the possibility of the Company incurring
expenses which might arise from the need to indemnify
a Director or Officer from claims made against them or
the cost associated with their defence, the Group has in
place Directors’ and Officers’ qualifying third-party liability
insurance as permitted by the Companies Act 2006,
which has been in force throughout the financial year and
up to the date of approval of these financial statements.
Inclusivity and
employee engagement
The Group’s recruitment policy ensures that all job
applications are reviewed on a fair basis free from
discrimination. This policy aligns strongly to our work
to embed an inclusive culture across the Group, and to
our accessibility agenda as set out in the Sustainability
report on pages 27 to 44. The policy includes provision
to ensure that any candidate or employee who has
or develops a disability, long term health condition or
impairment is considered fairly in our recruitment and
career progression processes. The Group also has a
policy to ensure that it makes reasonable adjustments
for all candidates or employees to reflect their needs
and allow them to participate fully, develop and thrive
in our business.
Please refer to the Section 172 statement on
pages 23 to 25 for information regarding actions taken
during the year to maintain employee engagement.
Financial instruments
An explanation of the Group’s treasury policies and
existing financial instruments is set out in note 18 of
the financial statements.
Purchase of own shares and sale of
treasury shares
In October 2024 Wilmington issued 657,403 ordinary
voting shares of £0.05 to satisfy the Company’s
obligations under its Performance Share Plan.
During the year 39,751 shares held by the Employee
Share Ownership Trust (‘ESOT’) were used to satisfy
the Company’s obligations under the SAYE Plan
and 95,736 shares held by the ESOT to satisfy the
Company’s obligations under its Performance Share
Plan. At 30 June 2025, the ESOT held 104,167 shares
(2024: 244,522) in the Company, which represents
0.1% (2024: 0.3%) of the called up share capital.
During the year 948,428 treasury shares were
purchased under the Company’s share repurchase
programme of its ordinary shares, the programme
has now ended. During the year 1,224 shares held
in treasury were used to satisfy the Company’s
obligations under the SAYE Plan. At 30 June 2025,
952,021 shares (2024: 4,817) were held in treasury,
which represents 1.1% (2024: 0.1%) of the share
capital of the Company.
Contracts of significance with
shareholders
The Company and its subsidiary undertakings do not
have any contractual or other arrangements with any
continuing shareholders which are essential to the
business of the Company.
Takeover directive disclosures
As at 30 June 2025, the Company had only one
authorised class of share, namely ordinary shares of 5p
each, of which there were in issue 90,232,415 (2024:
89,575,012). There are no special arrangements or
restrictions relating to any of these shares, whether
in terms of transfers, voting rights, or relating to
changes in control of the Company. The Company
does not have any special rules in place regarding the
appointment and replacement of Directors, or regarding
amendments to the Company’s articles of association.
Subject to various conditions, if the Company is taken
over, all share awards and options will vest and may
be exercised.
Except for share awards and options described above
there are no special conditions or agreements in place
which would take effect, alter or terminate in the event
of a takeover.
Apart from the interests of the Directors disclosed in
the Directors’ remuneration report and the substantial
interests listed on page 76 there are no individuals
or entities with significant holdings, either direct or
indirect, in the Company.
Annual General Meeting
A separate notice convening the Annual General
Meeting of the Company to be held in London, on 25
November 2025 will be circulated to shareholders
with this Annual Report and financial statements.
Grant Thornton UK LLP, the Group’s auditor’s, have
indicated their willingness to continue in office and, on
the recommendation of the Audit Committee and in
accordance with Section 489 of the Act, a resolution to
re-appoint them will be put to the 2025 AGM.
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Statement of Directors’ responsibilities
The Directors are responsible for preparing the Annual
Report and financial statements in accordance with
applicable law and regulations.
Company law requires the Directors to prepare financial
statements for each financial year. Under that law the
Directors have prepared the financial statements in
accordance with UK adopted international accounting
standards (UK-adopted International Accounting
Standards). 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 and profit or loss of the Company and Group
for that period. In preparing these financial statements,
the Directors are required to:
• select suitable accounting policies and then apply
them consistently;
• make judgments and accounting estimates that are
reasonable and prudent; and
• state whether applicable IFRSs as adopted by the
United Kingdom have been followed, subject to any
material departures disclosed and explained in the
financial statements.
The Directors are responsible for keeping adequate
accounting records that are sufficient to show and
explain the Company’s transactions and disclose with
reasonable accuracy at any time the financial position
of the Company and enable them to ensure that the
financial statements and the Directors’ remuneration
report comply with the Companies Act 2006. They
are also responsible for safeguarding the assets of
the Company and hence for taking reasonable steps
for the prevention and detection of fraud and other
irregularities.
The Directors confirm that:
• so far as each Director is aware, there is no relevant
audit information of which the Company’s auditor’s
are unaware; and
• the Directors have taken all the steps that they
ought to have taken as Directors in order to make
themselves aware of any relevant audit information
and to establish that the Company’s auditor’s are
aware of that information.
The Directors are responsible for preparing the
Annual Report in accordance with applicable law
and regulations. Having taken advice from the Audit
Committee, the Directors consider the Annual Report
and the financial statements, taken as a whole,
provides the information necessary to assess the
Company’s performance, business model and strategy
and is fair, balanced and understandable.
The Directors are responsible for the maintenance and
integrity of the corporate and financial information
included on the Company’s website. Legislation in
the United Kingdom governing the preparation and
dissemination of financial statements may differ from
legislation in other jurisdictions.
To the best of our knowledge:
• the Group financial statements, prepared in
accordance with IFRSs as adopted by the United
Kingdom, 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.
Approved on behalf of the Board by:
Guy Millward
Chief Financial Officer
19 September 2025
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Wilmington plc Annual Report and Financial Statements 2025 108
Financial Statements
Contents
Independent auditor's report 109
Consolidated income statement 126
Consolidated statement of comprehensive income 127
Balance sheets 128
Statements of changes in equity 129
Cash flow statements 131
Notes to the financial statements 132
Pro forma five year financial summary (unaudited) 174
Advisors and corporate calendar 175
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Opinion
Our opinion on the financial statements is
unmodified
We have audited the financial statements of Wilmington
plc (the ‘parent company’) and its subsidiaries (the
‘group’) for the year ended 30 June 2025, which
comprise the consolidated income statement, the
consolidated statement of comprehensive income, the
Group and Company balance sheets, the Group and
Company statements of changes in equity, the Group
and Company cash flow statements and notes to the
financial statements, including material accounting policy
information. The financial reporting framework that has
been applied in their preparation is applicable law and
UK-adopted international accounting standards and,
as regards the parent company financial statements,
as applied in accordance with the provisions of the
Companies Act 2006.
In our opinion:
• the financial statements give a true and fair view
of the state of the group’s and of the parent
company’s affairs as at 30 June 2025 and of the
group’s profit for the year then ended;
• the group financial statements have been
properly prepared in accordance with UK-adopted
international accounting standards;
• the parent company financial statements have
been properly prepared in accordance with UK-
adopted international accounting standards as
applied in accordance with the provisions of the
Companies Act 2006; and
• the financial statements have been prepared
in accordance with the requirements of the
Companies Act 2006.
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 FRC’s Ethical Standard as
applied to listed public interest entities, and we have
fulfilled our other ethical responsibilities in accordance
with these requirements. We believe that the audit
evidence we have obtained is sufficient and appropriate
to provide a basis for our opinion.
Conclusions relating to going concern
We are responsible for concluding on the
appropriateness of the directors’ use of the going
concern basis of accounting and, based on the audit
evidence obtained, whether a material uncertainty
exists related to events or conditions that may cast
significant doubt on the group’s and the parent
company’s ability to continue as a going concern. If
we conclude that a material uncertainty exists, we
are required to draw attention in our report to the
related disclosures in the financial statements or,
if such disclosures are inadequate, to modify the
auditor’s opinion. Our conclusions are based on the
audit evidence obtained up to the date of our report.
However, future events or conditions may cause the
group or the parent company to cease to continue as a
going concern.
Our evaluation of the directors’ assessment of the
group’s and the parent company’s ability to continue to
adopt the going concern basis of accounting included:
• Obtaining management’s base case forecasts for
the going concern period to 30 September 2026
and evaluating their integrity and suitability as a
basis for management to assess going concern.
These forecasts incorporate the proposed
acquisition of Professional Group Conversia, S.L.U.
(“Conversia”), inclusive of the drawdown of debt
funding required to complete the acquisition, and
the group’s overall performance against associated
covenant requirements, along with sensitivity
analysis and reverse stress test.
• Obtaining management’s assessment of going
concern based on the existing business, assuming
the proposed acquisition of Conversia does not
proceed including budgets and cash flow forecasts
for management’s assessment period to 30
September 2026, including associated sensitivity
analysis and reverse stress test.
• Assessing the mathematical accuracy of
management’s forecasts.
• Evaluating the accuracy of management’s
historical forecasting and the impact of this on
management’s assessment.
• Assessing whether the assumptions are consistent
with our understanding of the business obtained
during the audit and the changing circumstances
arising from the global economic environment.
• Challenging the key assumptions in the forecasts
and the scope of scenario planning undertaken
given current social and economic conditions in the
UK and wider global market.
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Opinion continued
Conclusions relating to going concern continued
• Engaging an internal specialist to assist in our assessment of the going
concern model and assist the engagement team in challenging management’s
assumptions and their suitability within the going concern forecasts.
• Evaluating the severity and plausibility, in light of our knowledge of the business,
of management’s sensitivity analysis for downside scenarios, and evaluating the
assumptions regarding revenue reductions and the resulting impact on EBITDA
under each of these scenarios.
• Evaluating the severity and plausibility of management’s reverse stress
test scenario, prepared to identify the conditions which would result in the
exhaustion of cash reserves, or a breach in covenants, and evaluating the
mitigating actions available to management.
• Enquiring with management and those charged with governance whether
they are aware of events or conditions beyond the period of management’s
assessment that may cast significant doubt on the entity’s ability to continue as
a going concern.
• Evaluating the disclosures concerning the basis of preparation of the financial
statements and assessed the appropriateness of the use of going concern
assumption in preparing the financial statements.
In our evaluation of the directors’ conclusions, we considered the inherent risks
associated with the group’s and the parent company’s business model including
effects arising from macro-economic uncertainties such as cost inflation, we
assessed and challenged the reasonableness of estimates made by the directors
and the related disclosures and analysed how those risks might affect the group’s
and the parent company’s financial resources or ability to continue operations over
the going concern period.
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.
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 the parent company’s ability to continue
as a going concern for a period of at least twelve months from when the financial
statements are authorised for issue.
In relation to the group’s reporting on how it 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.
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Our approach to the audit
Overview of our audit approach
Overall materiality:
Group: £1,200,000, which represents 5% of the group’s
normalised profit before tax.
Parent company: £2,300,000, which represents approximately
1% of the parent company’s total assets. Parent company
component performance materiality has been capped at an
amount less than group performance materiality for group
audit purposes.
Key audit matters were identified as:
• Accuracy and valuation of Acquired Intangibles associated
with Phoenix HSC (UK) Limited (“Phoenix”) (new in the
current year); and
• Valuation of goodwill associated with the Phoenix and
Astutis cash-generating units (new in the current year).
Our auditor’s report for the year ended 30 June 2024 included
two key audit matters that have not been reported as key audit
matters in our current year’s report.
Our auditor’s report for the year ended 30 June 2024 included
a key audit matter entitled ‘Occurrence and accuracy of
revenue recognition and completeness of deferred revenue
within existing complex revenue streams and in Astutis’.
Following the disposal of the UK and European Healthcare
businesses in the previous year, the remaining revenue
streams in the group are not considered complex, so this has
not been assessed to be a key audit matter.
Our auditor’s report for the year ended 30 June 2024 included
a key audit matter entitled ‘Accuracy of the gain on disposal
of UK Healthcare’. There have not been any significant
disposals in the current year which have been reported as key
audit matters.
Our auditor’s report for the year ended 30 June 2024
included a key audit matter entitled ‘Accuracy and valuation
of Acquired Intangibles associated with Astutis’. Following
the acquisition of the Phoenix business, the key audit matter
in the current year is focused on the accuracy and valuation
of acquired intangibles associated with the newly acquired
Phoenix business.
Our auditor’s report for the year ended 30 June 2024 included
a key audit matter entitled ‘Valuation of goodwill associated
with the Compliance Week and Astutis cash-generating units’.
Following the disposal of the Compliance Week business, the
key audit matter in the current year is focused on the valuation
of goodwill associated with the Astutis cash-generating unit
and the newly acquired Phoenix cash-generating unit.
Scoping:
We performed full scope audit procedures on the financial
information of Wilmington plc and Phoenix HSC (UK)
Limited. We performed specified audit procedures on the
financial information of Wilmington Shared Services Limited,
Axco Insurance Information Services Limited, International
Compliance Training Limited, Mercia Group Limited,
Wilmington FRA Inc, Bond Solon Training Limited and
Astutis Limited.
Full scope or specified audit procedures were performed on
the financial information of components representing 84%
of the Group’s continuing revenue and 82% of the group’s
continuing profit before tax.
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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 that 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.
Description Audit response
Disclosures Our results
Key audit matters
In the graph below, we have presented the key audit matters and significant risks relevant to the audit. This is not a
complete list of all risks identified by our audit.
1. Occurrence and accuracy of revenue recognition,
and completeness and accuracy of deferred
revenue, within recently acquired entities, Astutis
and Pheonix
2. Going Concern
3. Management override of controls
4. Valuation of goodwill associated with the Pheonix
and Astutis cash-generating units
5. Valuation of Earn out liability associated with
Pheonix and Astutis
6. Accuracy and valuation of Acquired Intangibles
associated with Pheonix
Extent of
management judgement
Low
Potential
financial
statement
impact
High
• Key audit matter • Significant risk
Low High
4
6
5
2
3
1
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Key audit matters continued
Key Audit Matter – Group How our scope addressed the matter – Group
Accuracy and valuation of Acquired Intangibles associated with
Phoenix HSC (UK) Limited
We identified the accuracy and valuation of acquired intangibles associated with
Phoenix HSC (UK) Limited (“Phoenix”) as one of the most significant assessed risks
of material misstatement due to error.
On 24 October 2024, the Wilmington Group acquired Phoenix HSC (UK) Limited.
There can be significant judgement exercised in acquisition accounting under
IFRS 3, which presents a risk that a material error could occur in the accounting for
this business combination. There is significant judgement inherent in the fair value
adjustments to recognise acquired intangibles and any resulting impact on the
goodwill recognised on acquisition.
We have identified a significant risk in relation to accuracy and valuation of acquired
intangible assets in accordance with IFRS 3 ‘Business Combinations’.
Associated with this is a risk around the completeness and the fair value of the
assets and liabilities acquired, and consideration paid in the acquisition.
In responding to the key audit matter, we performed the following
audit procedures:
• Obtained an understanding of, and evaluated, the design and implementation
of controls relating to management’s acquisition process.
• Obtained management assessment paper on their acquisition accounting, and
challenged conclusions reached by management in their assessment of the
acquisition, including key judgements made.
• Obtained the signed Share Purchase Agreement and identified key terms
which would impact acquisition accounting, such as acquisition date, and
evaluated whether management have properly identified, classified and
measured all the consideration transferred.
• Evaluated management’s assessment of the contingent shareholders
payment, and whether this meets the criteria to be recognised as employee
remuneration in profit and loss over the relevant period rather than
consideration on acquisition.
• Tested the acquisition date balance sheet to supporting documentation,
performed test of details where required and challenged relevant judgements
made by management on fair value adjustments.
• Using our internal valuation specialists, assessed and challenged the
reasonableness of the valuation assumptions and techniques used by
management’s expert in their identification and valuation of acquired
intangible assets.
• Evaluated whether transaction costs incurred as part of the business
combination were accounted for appropriately.
• Tested the calculations and other journal entries in management’s acquisition
accounting workings.
• Evaluated the adequacy and completeness of business combination
disclosures in the financial statements in accordance with the
requirements of IFRS 3.
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Key audit matters continued
Key Audit Matter – Group How our scope addressed the matter – Group
Relevant disclosures in the Annual Report and Financial Statements for the
year ended 30 June 2024
• Financial statements: Note 10 Acquisition of Phoenix Health & Safety
• Audit committee report: Acquisitions & disposals
• Strategic report: Highlights, portfolio update, review of operations
Based on our audit work, we did not identify material misstatements in
relation to the accuracy or valuation of acquired intangibles associated with
Phoenix HSC (UK) Limited.
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Key audit matters continued
Key Audit Matter – Group How our scope addressed the matter – Group
Valuation of goodwill associated with the Phoenix and Astutis
cash-generating units
We identified valuation of goodwill associated with the Phoenix and Astutis
cash-generating units (CGUs) as one of the most significant assessed risks of
material misstatement due to error.
International Accounting Standard (‘IAS’) 36 ‘Impairment of Assets’ requires
management to assess at the end of each reporting period whether there is any
indication that an asset may be impaired, and to perform an annual assessment to
determine whether the group’s goodwill and other intangible assets within a group
of CGUs are impaired.
Management performed a risk assessment across all CGUs in the group to identify
any individual CGUs which showed indicators of impairment or low headroom.
We identified the carrying value of the goodwill intangible asset associated with
the Phoenix and Astutis CGUs as significant risks. This was based on multiple risk
factors, namely:
• the level of headroom within these CGUs;
• the level of management judgement included in the inputs and assumptions into
the impairment calculation, compounded by the relatively short track record of these
businesses post-acquisition and the high growth rates assumed; and
• the sensitivity of the carrying value to key assumptions.
In responding to the key audit matter, we performed the following audit procedures:
• Obtained an understanding of, and evaluated, the design and implementation of
controls over the management’s impairment assessment process.
• Obtained management’s identification of the relevant CGUs used in their
impairment calculations and comparing those to our understanding of the
business units and operating structure of the group.
• Challenged management’s assessment of impairment indicators relating to
intangible assets by assessing whether any CGUs showed further indicators of
impairment such as decline in performance or performance below budget.
• Tested the accuracy of management’s forecasting through a comparison of
budget to actual data, historical variance trends and inspecting the forecast
cash flows.
• Evaluated the arithmetical accuracy of each CGU impairment calculation,
including the associated sensitivity analyses.
• Used our internal valuation specialists to inform our challenge of management,
evaluated whether the assumptions used within the calculation of weighted
average cost of capital are reasonable and in line with standard practice.
• Obtained and challenged the key assumptions relating to the relevant cash
flow forecasts, including short-term and medium-term growth rates, and
contribution margins.
• Corroborated the long-term growth rate to market data.
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Key audit matters continued
Relevant disclosures in the Annual Report and Financial Statements
• Financial statements: Note 12 Goodwill
• Audit committee report: Goodwill and intangible asset impairment
Our results
Based on our audit work, we did not identify material misstatements in relation to
the valuation of goodwill associated with the Phoenix or Astutis CGUs.
We did not identify any key audit matters relating to the audit of the financial statements of the parent company.
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Our application of materiality
We apply the concept of materiality both in planning and performing the audit, and in evaluating the effect of identified misstatements on the audit and of uncorrected
misstatements, if any, on the financial statements and in forming the opinion in the auditor’s report.
Materiality was determined as follows:
Materiality measure Group Company
Materiality for financial
statements as a whole
We define materiality as the magnitude of misstatement in the financial statements that, individually or in the aggregate, could reasonably
be expected to influence the economic decisions of the users of these financial statements. We use materiality in determining the nature,
timing and extent of our audit work.
Materiality threshold £1,200,000 (2024: £1,090,000), which represents approximately
5% of normalised profit before tax.
£2,300,000 (2024: £2,333,000), which represents approximately
1% of the parent company’s total assets.
Significant judgements
made by auditor in
determining materiality
In determining materiality, we made the following
significant judgements:
• Normalised profit before tax was considered the most
appropriate benchmark because profit before tax continues to
exhibit a strong correlation with the activity of the business.
• The impact of any material non-recurring items was removed,
namely acquisition-related costs, including earn outs, and the
gain on disposal. We then determined materiality at 5% of this
normalised profit before tax amount.
Materiality for the current year is higher than the level that we
determined for the year ended 30 June 2024 due to the increased
level of normalised profitability within the group within the
current year.
In determining materiality, we made the following
significant judgements:
• Total assets was considered the most appropriate benchmark
because the parent company’s purpose is to hold material
investments in its subsidiary companies and in the amounts
receivable from subsidiary companies, and as it does not trade.
Materiality for the current year is approximately aligned with the
level that we determined for the year ended 30 June 2024.
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Materiality measure Group Company
Performance materiality
used to drive the extent of
our testing
We set performance materiality at an amount less than materiality for the financial statements as a whole to reduce to an appropriately
low level the probability that the aggregate of uncorrected and undetected misstatements exceeds materiality for the financial statements
as a whole.
Performance
materiality threshold
£840,000 (2024: £817,500), which is 70% of financial statement
materiality (2024: 75%).
The range of component performance materialities used across the
group was £462,000 to £672,000.
£1,725,000 (2024: £1,749,750), which is 75% of financial
statement materiality (2024:75%). Parent company component
performance materiality has been capped at an amount less than
group performance materiality for group audit purposes.
Significant judgements
made by auditor
in determining
performance materiality
In determining performance materiality, we made the following
significant judgements:
• Our experience with auditing the financial statements of the
group in previous years – based on the number and quantum
of identified misstatements in the prior year audit and
management’s attitude to correcting identified misstatements;
• Our assessment of the strength and effectiveness of the control
environment; and
• The number of components within the group and the extent of
audit procedures planned and performed at these components.
In determining component performance materiality, we made the
following significant judgements:
• Extent of disaggregation of financial information across
components, including the relative risk and size of a component
to the group
• For each component in scope for our group audit, we allocated
a performance materiality that is less than our overall group
performance materiality.
In determining performance materiality, we made the following
significant judgements:
• Our experience with auditing the financial statements of the
parent company in previous years – based on the number and
quantum of identified misstatements in the prior year audit and
management’s attitude to correcting identified misstatements;
and
• Our assessment of the strength and effectiveness of the
control environment.
Our application of materiality continued
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Materiality measure Group Company
Specific materiality We determine specific materiality for one or more particular classes of transactions, account balances or disclosures for which
misstatements of lesser amounts than materiality for the financial statements as a whole could reasonably be expected to influence the
economic decisions of users taken on the basis of the financial statements.
Specific materiality We determined a lower level of specific materiality for the
following areas:
• Related party transactions; and
• Directors’ remuneration.
We determined a lower level of specific materiality for the following
areas:
• Related party transactions; and
• Directors’ remuneration
Communication of
misstatements to the audit
committee
We determine a threshold for reporting unadjusted differences to the audit committee.
Threshold for
communication
£60,000 (2024: £54,500), which represents 5% of financial
statement materiality, and misstatements below that threshold
that, in our view, warrant reporting on qualitative grounds.
£115,000 (2024: £116,700), which represents 5% of financial
statement materiality, and misstatements below that threshold that,
in our view, warrant reporting on qualitative grounds.
Our application of materiality continued
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Our application of materiality continued
The graph below illustrates how performance materiality and the range of component performance materiality interacts with our overall materiality and the threshold for communication to the
audit committee.
Overall materiality – Group Overall materiality – Parent
FSM: Financial statement materiality, PM: Performance materiality, RoPM: range of performance materiality at nine components, TfC: Threshold for potential communication to the audit committee
Normalised profit before tax Total assetsFinancial statement materiality Financial statement materiality
95%
5%
99%
1%
£2,300,000
£237,483,000
£1,200,000
£24,842,000
TfCRoPMPMFSM TfCPMFSM
£1,200,000
£2,300,000
£1,725,000
£115,000
£840,000
£672,000 to
£462,000
£60,000
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An overview of the scope of our
audit
We performed a risk-based audit that requires an
understanding of the group’s and the parent company’s
business and in particular matters related to:
Understanding the group, its components, their
environments, and its system of internal control
including common controls
• obtained an understanding of the group and its
environment, including the nature and extent of
common controls and centralised activities relevant
to financial reporting, and assessed the risks of
material misstatement at the group level;
• evaluated the design and implementation of
controls over the financial reporting systems and
the effectiveness of the control environment as part
of our risk assessment; and
• assessed the significance of each identified
component to determine the audit response based
on a measure of materiality.
• Identifying components at which to perform
audit procedures
• assessed qualitative and quantitative factors to
identify components which included a risk of material
misstatement to the group financial statements due
to the component’s nature or circumstances;
• with regards to qualitative factors, we assessed
Wilmington plc and Wilmington Shared Services
Limited as components which included a risk
of material misstatement to the group financial
statements due to their nature as a listed
parent company and a shared service centre
respectively, and their significance to the group’s
overall operations;
• assessed the recently acquired components,
Phoenix HSC (UK) Limited and Astutis Limited,
as components which included a risk of material
misstatement to the group financial statements
since these components have different control
environments and specific risks associated with
the recent acquisitions and integration into the
wider group;
• identified components in scope for further audit
procedures due to the nature and size of assets,
liabilities and transactions at the component, being
International Compliance Training Limited, Mercia
Group Limited, Axco Insurance Information Services
Limited, Wilmington FRA Inc, and Bond Solon
Training Limited.
• the remaining 18 components were subject
to analytical procedures commensurate with
their significance to the group’s results and
financial position.
Type of work to be performed on financial
information of parent and other components
(including how it addressed the key audit matters)
• in setting our audit scope we assessed qualitative
and quantitative factors to identify components
which are significant to the Group;
• with regards to quantitative measures, we
determined any individual component with
significant contribution to consolidated revenues or
consolidated underlying profit or loss before tax to
be financially significant to the Group;
• other significant components were identified as
Wilmington plc and Wilmington Shared Services
Limited, based on qualitative factors.
• four further components were identified as
being financially significant due to quantitative
reasons and therefore subject to full scope audit
procedures, being International Compliance
Training Limited, Mercia Group Limited, Wilmington
FRA Inc, and Wilmington Healthcare Limited.
All work in relation to these components was
performed by the Group engagement team.
• the six significant components subjected to
full-scope audit procedures account for 48% of
the Group’s revenues, and 36% of the Group’s
continuing profit before tax. All work in relation to
these components was performed by the Group
engagement team;
• two further components were identified as being
material to the group but not significant and
were therefore subject to audit using component
materiality, being Axco Insurance Information
Services Limited and Bond Solon Training Limited.
All work in relation to these components was
performed by the Group engagement team;
• one further component was identified for which
specified audit procedures on specific balances
was performed, being Astutis Limited. The work
on this component was targeted according to the
nature of the balances within this component. All
work in relation to this component was performed
by the Group engagement team.
• the remaining 25 components were subject
to analytical procedures commensurate with
their significance to the Group’s results and
financial position.
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Wilmington plc Annual Report and Financial Statements 2025 122
Independent auditor's report
| to the members of Wilmington plc continued
An overview of the scope
of our audit
continued
Type of work to be performed on financial
information of parent and other components
(including how it addressed the key audit matters)
continued
• for the parent company, and Phoenix HSC (UK)
Limited requiring full-scope audit procedures,
we evaluated the design and implementation
of controls over the financial reporting systems
identified as part of our risk assessment and
addressed critical accounting matters. We then
undertook substantive testing on significant
transactions and material account balances;
• for components identified as not being financially
significant but still requiring specific audit
procedures, the financial information of each
component was subject to procedures that were
performed to component performance materiality;
• the full-scope audits included the procedures
described earlier for the key audit matters of:
• Accuracy and valuation of Acquired Intangibles
associated with Phoenix
• Valuation of goodwill associated with the
Phoenix and Astutis cash-generating units
Performance of our audit
• All audit procedures were performed by the group
engagement team and took place in the UK.
• Our full-scope audits and specified-scope
procedures gave coverage of 84% of the group’s
total revenue and 82% of the group’s continuing
profit before tax. We performed analytical
procedures on the financial information of the
remaining 18 components in the group during
the year.
Further audit procedures performed on components
subject to specific scope and specified procedures may
not have included testing of all significant account
balances of such components, but further audit
procedures were performed on specific accounts within
that component that we, the group auditor, considered
had the potential for the greatest impact on the group
financial statements either due to risk, size or coverage.
The components within the scope of further audit
procedures accounted for the following percentages
of the group’s results, including the key audit
matters identified:
Audit
approach
No. of
components
% coverage
Revenue
% coverage
Profit
Before Tax
Full-scope
audit 2 7% 23%
Specified audit
procedures 7 77% 59%
Full-scope and
specific scope
procedures
coverage
9
(2024: 9)
84%
(2024: 78%)
82%
(2024: 70%)
Analytical
procedures
18
(2024: 25)
16%
(2024: 22%)
18%
(2024: 30%)
Total
27
(2024: 34) 100% 100%
Changes in approach from previous year
In the current year, the following changes to our audit
approach were made:
• The group’s subsidiaries Wilmington Shared
Services Limited, International Compliance Training
Limited, Mercia Group Limited, Wilmington
FRA Inc, Bond Solon Training Limited and Axco
Insurance Information Services Limited were
subject to specific scope procedures in the current
year, whereas these entities were subject to
full-scope audits in the previous year.
• The newly acquired subsidiary Phoenix HSC (UK)
Limited was identified as having a risk of material
misstatement and was subject to full-scope
audit procedures.
• Our approach to in-scope components remains
otherwise unchanged from the previous year.
Other information
The other information comprises the information
included in the Annual Report and Financial
Statements, other than the financial statements
and our auditor’s report thereon. The directors are
responsible for the other information contained within
the Annual Report and Financial Statements. 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 audit or otherwise
appears to be materially misstated. If we identify
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Wilmington plc Annual Report and Financial Statements 2025 123
Independent auditor's report
| to the members of Wilmington plc continued
An overview of the scope
of our audit
continued
Other information continued
such material inconsistencies or apparent material
misstatements, we are required to determine whether
there is 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.
Our opinions on other matters prescribed by the
Companies Act 2006 are unmodified
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.
Matter on which we are required to report under
the Companies Act 2006
In the light of the knowledge and understanding of the
group and the parent company and their environment
obtained in the course of the audit, we have not
identified material misstatements in the strategic report
or the directors’ report.
Matters on which we are required to report by
exception
We have nothing to report in respect of the following
matters in relation to which the Companies Act 2006
requires us to report to you if, in our opinion:
• adequate accounting records have not been kept
by the parent company, or returns adequate for our
audit have not been received from branches not
visited by us; or
• the parent company financial statements and the
part of the directors’ remuneration report to be
audited are not in agreement with the accounting
records and returns; or
• certain disclosures of directors’ remuneration
specified by law are not made; or
• we have not received all the information and
explanations we require for our audit.
Corporate governance statement
We have reviewed the directors’ statement in relation
to going concern, longer-term viability and that part
of the Corporate Governance Statement relating to
the group’s compliance with the provisions of the UK
Corporate Governance Code specified for our review by
the Listing Rules.
Based on the work undertaken as part of our audit, we
have concluded that each of the following elements
of the Corporate Governance Statement is materially
consistent with the financial statements or 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, set out on pages 132 to 133;
• the directors’ explanation as to their assessment of
the Group’s prospects, the period this assessment
covers and why the period is appropriate, set out
on page 64;
• the director’s statement on whether they have a
reasonable expectation that the Group will be able
to continue in operation and meet its liabilities, set
out on pages 132 to 133;
• the directors’ statement on fair, balanced and
understandable, set out on page 107;
• the board’s confirmation that it has carried out a
robust assessment of the emerging and principal
risks, set out on pages 49 to 57;
• the section of the annual report that describes the
review of the effectiveness of risk management and
internal control systems, set out on pages 49 to 57;
and
• the section describing the work of the audit
committee, set out on pages 78 to 80.
Responsibilities of directors
As explained more fully in the Statement of Directors’
responsibilities set out on page 107, 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.
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Independent auditor's report
| to the members of Wilmington plc continued
An overview of the scope of
our audit
continued
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.
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.
Irregularities, including fraud, are instances of
non-compliance with laws and regulations. The extent
to which our procedures are capable of detecting
irregularities, including fraud, is detailed below:
• We obtained an understanding of the legal and
regulatory frameworks applicable to the group and
the parent company and the sector in which they
operate. We determined that the following laws
and regulations were most significant: UK-adopted
international accounting standards, the Companies
Act 2006, the Listing Rules, the UK Corporate
Governance Code and UK corporate taxation laws.
• We obtained an understanding of how the group
and the parent company are complying with
those legal and regulatory frameworks by making
inquiries of management and of the group’s head
of legal department. We corroborated our inquiries
through our review of board minutes and papers
provided to the Audit Committee.
• We assessed the susceptibility of the group’s
and the parent company’s financial statements to
material misstatement, including how fraud might
occur. Audit procedures performed by the group
engagement team included:
• identifying and assessing the design and
implementation of controls management has in
place to prevent and detect fraud;
• obtaining an understanding of how those
charged with governance considered and
addressed the potential for override of controls
or applied other inappropriate influence over
the financial reporting process;
• challenging assumptions and judgements
made by management in its significant
judgements and accounting estimates,
including those inherent to the accounting of
acquisitions and disposals;
• identifying and testing journal entries,
inparticular any journal entries posted with
unusual account combinations; and
• assessing the extent of compliance with the
relevant laws and regulations.
• These audit procedures were designed to
provide reasonable assurance that the financial
statements were free from fraud or error. The risk
of not detecting a material misstatement due to
fraud is higher than the risk of not detecting one
resulting from error and detecting irregularities
that result from fraud is inherently more difficult
than detecting those that result from error, as fraud
may involve collusion, deliberate concealment,
forgery or intentional misrepresentations. Also,the
further removed non-compliance with laws
and regulations is from events and transactions
reflected in the financial statements, the less likely
we would become aware of it;
• The engagement partner assessed whether
the engagement team collectively had the
appropriate competence and capabilities to
identify and recognise non-compliance with laws
and regulations through an assessment of the
engagement teams:
• understanding of, and practical experience
with, audit engagements of a similar nature and
complexity, through appropriate training and
participation; and
• knowledge of the industry in which the group
and parent company operate.
A further description of our responsibilities for
the audit of the financial statements is located
on the Financial Reporting Council’s website at:
www.frc.org.uk/auditorsresponsibilities. This
description forms part of our auditor’s report.
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Wilmington plc Annual Report and Financial Statements 2025 125
Independent auditor's report
| to the members of Wilmington plc continued
An overview of the scope of our audit continued
Other matters which we are required to address
We were appointed by the Board on 28 November 2024 to audit the financial
statements for the year ending 30 June 2025. Our total uninterrupted period of
engagement is 7 years, covering the years ended 30 June 2019 to 30 June 2025.
The non-audit services prohibited by the FRC’s Ethical Standard were not provided
to the group or the parent company and we remain independent of the group and
the parent company in conducting our audit.
Our audit opinion is consistent with the additional report to the audit committee.
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.
Joanne Love
Senior Statutory Auditor
for and on behalf of Grant Thornton UK LLP
Statutory Auditor, Chartered Accountants
London
19 September 2025
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Wilmington plc Annual Report and Financial Statements 2025 126
Consolidated income statement
| for the year ended 30 June 2025
Revenue
3
101,487
98,324
Operating expenses before amortisation of intangibles excluding computer software, impairment and adjusting items
(77,636)
(76,645)
Impairment of goodwill
4b
—
(4,434)
Amortisation of intangible assets excluding computer software
4b
(2,497)
(2,090)
Adjusting items
4b
(8,607)
(598)
Operating expenses
5
(88,740)
(83,767)
Other income – gain on disposal of subsidiaries
11
1,815
5,465
Other income – gain on disposal of property, plant and equipment and lease modification
4a
—
2,189
Operating profit
14,562
22,211
Finance income
6
3,914
2,172
Finance expense
6
(64)
(175)
Profit before tax
18,412
24,208
Taxation
7
(6,852)
(7,009)
Profit for the year from continuing operations
11,560
17,199
Profit for the year from discontinued operations
—
24,011
Profit for the year attributable to owners of the parent
11,560
41,210
Basic (p)
9
12.87
19.33
Diluted (p)
9
12.67
18.96
Basic (p)
9
12.87
46.32
Diluted (p)
9
12.67
45.44
The notes on pages 132 to 173 are an integral part of these consolidated financial statements.
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Wilmington plc Annual Report and Financial Statements 2025 127
Consolidated statement of comprehensive income
| for the year ended 30 June 2025
Profit for the year
11,560
41,210
Currency translation differences net of amounts released to profit and loss
(2,748)
(238)
Other comprehensive expense for the year, net of tax
(2,748)
(238)
Total comprehensive income for the year attributable to owners of the parent
8,812
40,972
Items in the statement above are disclosed net of tax. The income tax relating to each component of other comprehensive income is disclosed in note 7.
The notes on pages 132 to 173 are an integral part of these financial statements.
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Wilmington plc Annual Report and Financial Statements 2025 128
Balance sheets
| as at 30 June 2025
Group
Company
Goodwill
12
77,525
52,763
—
—
Other intangible assets
13
17,779
10,236
—
—
Property, plant and equipment
14
1,519
3,085
626
1,825
Investment in subsidiaries
15
—
—
43,161
43,161
Deferred consideration receivable
18
14,601
14,786
—
—
Deferred tax assets
19
—
—
798
924
111,424
80,870
44,585
45,910
Trade and other receivables
16
21,226
20,339
163,057
126,053
Deferred consideration receivable
18
2,101
1,732
—
—
Cash and cash equivalents
42,239
67,515
30,959
56,688
Assets of disposal group held for sale
—
1,196
—
—
65,566
90,782
194,016
182,741
Total assets
176,990
171,652
238,601
228,651
Trade and other payables
17
(52,439)
(50,460)
(127,660)
(131,331)
Lease liabilities
22
(478)
(1,257)
(178)
(923)
Current tax liabilities
(673)
(1,058)
(170)
(170)
Provisions
23
(1,109)
(154)
(1,109)
—
Liabilities of disposal group held for sale
—
(486)
—
—
(54,699)
(53,415)
(129,117)
(132,424)
Lease liabilities
22
(918)
(1,571)
(381)
(838)
Deferred tax liabilities
19
(3,841)
(1,351)
—
—
Provisions
23
(4,787)
—
(4,787)
—
(9,546)
(2,922)
(5,168)
(838)
Total liabilities
(64,245)
(56,337)
(134,285)
(133,262)
Net assets
112,745
115,315
104,316
95,389
Share capital
20
4,512
4,478
4,512
4,478
Share premium
20
46,585
47,463
46,585
47,463
Treasury and ESOT reserves
20
(3,727)
(617)
(3,417)
(28)
Share based payments reserve
3,192
2,889
3,192
2,889
Translation reserve
445
3,193
—
—
Retained earnings
61,738
57,909
53,444
40,587
Total equity
112,745
115,315
104,316
95,389
Wilmington plc, the parent company, recorded a
profit of £20,588,000 (2024: £23,152,000 loss)
during the year.
The notes on pages 132 to 173 are an
integral part of these consolidated financial
statements. The financial statements on
pages 126 to 173 were approved and authorised
for issue by the Board and signed on their behalf
on 19 September 2025
Mark Milner
Chief Executive Officer
Guy Millward
Chief Financial Officer
Registered number: 03015847
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Wilmington plc Annual Report and Financial Statements 2025 129
Statements of changes in equity
| for the year ended 30 June 2025
At 30 June 2023
49,175
2,635
3,431
25,407
80,648
Profit for the year
—
—
—
41,210
41,210
Other comprehensive expense for the year
—
—
(238)
—
(238)
49,175
2,635
3,193
66,617
121,620
Dividends paid
—
—
—
(9,153)
(9,153)
Issue of share capital
71
—
—
—
71
Issue of share premium
1,910
—
—
—
1,910
Performance share plan awards vesting settlement via share issue
—
(1,109)
—
(139)
(1,248)
Performance share plan options settlement via ESOT
127
(67)
—
—
60
Save As You Earn options vesting settlement via share issue
—
(174)
—
212
38
Save As You Earn options settlement via treasury shares
1
—
—
—
1
Save As You Earn options settlement via ESOT
40
(29)
—
(7)
4
Share based payments
—
1,633
—
—
1,633
Tax on share based payments
—
—
—
379
379
At 30 June 2024
51,324
2,889
3,193
57,909
115,315
Profit for the year
—
—
—
11,560
11,560
Other comprehensive expense for the year
—
—
(2,748)
—
(2,748)
51,324
2,889
445
69,469
124,127
Dividends paid
—
—
—
(10,179)
(10,179)
33
—
—
—
33
207
—
—
—
207
(1,085)
—
—
1,085
—
—
(1,507)
—
1,458
(49)
242
—
—
—
242
Save As You Earn options settlement via ESOT
37
—
—
—
37
Treasury share purchases
(3,388)
—
—
—
(3,388)
Share based payments
—
1,810
—
—
1,810
Tax on share based payments
—
—
—
(95)
(95)
At 30 June 2025
47,370
3,192
445
61,738
112,745
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Wilmington plc Annual Report and Financial Statements 2025 130
Statements of changes in equity
| for the year ended 30 June 2025 continued
Company
Share capital,share
premium and
treasury
shares (note 20)
£’000
Share based
payments
reserve
£’000
Retained
earnings
£’000
Total
£’000
At 30 June 2023 49,931 2,635 72,447 125,013
Loss for the year — — (23,152) (23,152)
49,931 2,635 49,295 101,861
Transactions with owners:
Dividends paid — — (9,153) (9,153)
Issue of share capital 71 — — 71
Issue of share premium 1,910 — — 1,910
Performance share plan awards vesting settlement via share issue — (1,109) (139) (1,248)
Performance share plan options settlement via ESOT — (67) — (67)
Save As You Earn options vesting settlement via share issue — (174) 212 38
Save As You Earn options settlement via treasury shares 1 — — 1
Save As You Earn options settlement via ESOT — (29) (7) (36)
Share based payments — 1,633 — 1,633
Tax on share based payments — — 379 379
At 30 June 2024 51,913 2,889 40,587 95,389
Profit for the year — — 20,588 20,588
51,913 2,889 61,175 115,977
Transactions with owners:
Dividends paid — — (10,179) (10,179)
Issue of share capital 33 — — 33
Issue of share premium 207 — — 207
Correction to share premium (note 20) (1,085) — 1,085 —
Performance share plan awards vesting settlement via share issue — (1,507) 1,458 (49)
Treasury share purchases (3,388) — — (3,388)
Share based payments — 1,810 — 1,810
Tax on share based payments — — (95) (95)
At 30 June 2025 47,680 3,192 53,444 104,316
The notes on pages 132 to 173 are an integral part of these consolidated financial statements.
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Wilmington plc Annual Report and Financial Statements 2025 131
Cash flow statements
| for the year ended 30 June 2025
Group
Company
Cash generated from operations before adjusting items
27
25,464
29,747
25,886
28,559
Cash flows for adjusting items – operating activities
(3,048)
(1,826)
(3,048)
(1,826)
Cash flows from tax on share based payments
(253)
(222)
(253)
(222)
Cash generated from operations
22,163
27,699
22,585
26,511
Interest received
1,964
1,946
1,964
1,675
Tax paid
(7,171)
(7,115)
(6,788)
(5,466)
Net cash generated from operating activities
16,956
22,530
17,761
22,720
Disposal of subsidiaries net of cash
11
792
26,561
—
—
Purchase of subsidiary net of cash
10
(29,194)
(15,923)
—
—
Cash paid for group entity (intragroup lending)
1
—
—
(31,162)
(20,130)
Proceeds from sale of group entity
—
—
959
34,619
Deferred consideration received
1,316
888
817
351
Cash flows for adjusting items – investing activities
(1,307)
(59)
(1,307)
(59)
Purchase of property, plant and equipment
—
(132)
—
—
Proceeds from disposal of property, plant and equipment
—
884
—
—
Purchase of intangible assets
—
(235)
—
—
Net cash (used in)/generated from investing activities
(28,393)
11,984
(30,693)
14,781
Dividends paid to owners of the parent
(10,179)
(9,153)
(10,179)
(9,153)
Cash received from sale of shares for share vesting
785
927
785
927
Share issuance costs
(16)
(70)
(16)
(70)
Purchase of shares
(3,387)
—
(3,387)
—
Payment of lease liabilities
(1,341)
(881)
—
—
Net cash used in financing activities
(14,138)
(9,177)
(12,797)
(8,296)
Net (decrease)/increase in cash and cash equivalents
(25,575)
25,337
(25,729)
29,205
Cash and cash equivalents at beginning of the year
67,808
42,173
56,688
27,483
Exchange gain on cash and cash equivalents
6
5
—
—
Cash classified as held for sale
—
293
—
—
Cash and cash equivalents at end of the year
42,239
67,808
30,959
56,688
1. The Company paid cash and received proceeds on behalf of a wholly owned subsidiary to acquire and dispose of businesses during the year ended 30 June 2025 and 30 June 2024.
The notes on pages 132 to 173 are an integral part of these consolidated financial statements.
Please see note 28 for a reconciliation of net cash movements.
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Wilmington plc Annual Report and Financial Statements 2025 132
Notes to the financial statements
General information
The Company is a public company limited by shares, incorporated and domiciled in
the UK. The address of its registered office is Suite 215/216 Fort Dunlop, 2nd Floor,
Fort Parkway, Birmingham B24 9FD.
The Company is listed on the Main Market on the London Stock Exchange. The
Company is a provider of data, information, education and training in the global
Governance, Risk and Compliance (‘GRC’) markets.
1. Statement of accounting policies
The material accounting policy information applied in preparing the financial
statements are outlined below. These policies have been consistently applied for all
the years presented, unless otherwise stated.
a) Basis of preparation
The Group and Company consolidated financial statements have been prepared in
accordance with UK-adopted International Financial Reporting Standards (‘IFRS’)
and the Companies Act 2006 applicable to companies reporting under IFRS.
The Group have taken the Section 408 exemption and therefore not included the
Company income statement.
The consolidated financial statements have been prepared under the historical
cost convention, except in respect of certain financial instruments that have been
measured at fair value. The consolidated financial statements are presented
in Sterling, the functional currency of Wilmington plc, the parent company.
All values are rounded to the nearest thousand pounds (£’000) except where
otherwise indicated.
Pursuant to Section 408 of the Companies Act 2006 the Company’s own income
statement and statement of other comprehensive income are not presented
separately in the Company financial statements, but they have been approved
by the Board.
Going concern
Management prepared forecasts for the assessment period to provide a ‘base case’
scenario, considered to reflect the most likely outcome based on detailed analysis of
current trading, expected future trends, and potential impact of known risks, also
building in the proposed acquisition of Conversia which is conditional upon receiving
Foreign Direct Investment clearance in Spain. See note 29 for further information
regarding the proposed acquisition of Conversia. The acquisition of Conversia would
trigger a net debt position and therefore this additional testing focuses on headroom
in relation to liquidity limits and covenant compliance. The results of the base case
scenario modelling demonstrate adequate resources to continue in operational
existence and meet liabilities as they fall due at all relevant testing dates. The
subsequent analysis focused on applying the ‘reverse stress test’ to the base case
in order to demonstrate the conditions under which a threat to business continuity
could materialise and its impact.
The Group has also performed a detailed analysis to support the use of the going
concern basis in preparing its consolidated financial statements for the year ended
30 June 2025, covering an assessment period to 30 September 2026.
The scenarios modelled in the stress testing exercise including Conversia
demonstrated considerable headroom in relation to liquidity limits and covenant
compliance in accordance with the debt commitment letter at all relevant testing
dates. In the unlikely event that the proposed acquisition does not finalise, scenarios
modelled demonstrated that the Group remains in a net cash position throughout
the going concern period, and it is therefore not considered plausible for the Group
to be in a scenario where it was unable to meet its liquidity needs. The review
therefore focused on other potential scenarios that would create a going concern
risk. The reverse stress testing exercise demonstrated that there would need to
be a significant and sustained drop in the Group’s profitability in combination with
an associated demand for cash, impacting the headroom or liquidity position. To
determine the likelihood of this scenario occurring, extreme downside assumptions
were applied and layered to the base case as follows:
• cancellation of flagship events;
• significant customer disruption causing material revenue loss; and
• significant inflationary pressures and supply disruption with associated material
cost impact.
The application of the downside scenarios including the proposed acquisition of
Conversia with a net debt position did not trigger a covenant breach in accordance
with the debt commitment letter at the relevant testing dates.
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Wilmington plc Annual Report and Financial Statements 2025 133
Notes to the financial statements continued
1. Statement of accounting policies continued
a) Basis of preparation continued
Going concern continued
The application of these downside assumptions excluding Conversia did not trigger
a net debt scenario at any relevant testing date. To gain further assurance over this
conclusion, it has however, considered a range of mitigative actions that could be
applied to protect the Group’s position as follows:
• reduce controllable costs, for example discretionary reward, recruitment freezes
and travel restrictions;
• optimise working capital by negotiating longer payment terms whilst continuing
to pay suppliers in full;
• limit capital expenditure on new product development; and
• implement strategic action in respect of the Group’s asset base.
Based on the assessment performed, together with the performance of the Group to
date in the financial year ending 30 June 2026, the Directors consider that the Group
has adequate resources to continue in operational existence and meet its liabilities
as they fall due over the going concern assessment period. Accordingly the Directors
have concluded that it was appropriate to adopt the going concern basis in preparing
the financial statements.
b) New standards and interpretations
There was no material impact from the adoption of new standards, interpretations
and amendments effective in the year ended 30 June 2025.
New standards and interpretations not yet effective
Standards, interpretations and amendments issued but not yet effective have
not been applied and are not expected to have a material impact on the Group’s
consolidated financial statements for the year ended 30 June 2026. The impact
of IFRS 18 Primary Financial Statements is under assessment and will become
effective in the financial year ending 30 June 2028, subject to UK endorsement.
c) Critical accounting judgments and estimates
The preparation of financial statements requires management to make judgments,
estimates and assumptions that affect the amounts reported for income and
expenses during the year and that affect the amounts reported for assets and
liabilities at the reporting date. At the 2025 annual reporting date there are no
critical accounting judgments or significant estimation uncertainties.
Accounting judgments and significant estimation uncertainties have been considered
in relation to climate change including the risks identified on pages 52 to 57.
Management considered any impact on forward looking information and estimates
such as those used in going concern and viability, the carrying value of assets
including goodwill, and the useful economic lives of assets. No material impact
has been identified. Management will continue to regularly assess judgments and
estimation uncertainties in relation to climate change.
Goodwill and intangible assets
Management makes estimates in measuring the carrying amount of goodwill and
intangible assets. In considering whether goodwill and intangible assets have been
impaired, the recoverable amount of cash generating units has been determined
based on value in use calculations. These calculations require management to
estimate future cash flows, a long term growth rate and an appropriate discount rate
and therefore this is a judgment for intangible assets with impairment indicators.
The sensitivity of the carrying amount of goodwill to these variables is considered in
note 12.
Acquisition accounting
Business combinations are accounted for under the acquisition method based on
the fair values of the consideration paid. Assets and liabilities are measured at fair
value at the acquisition date. The Group estimates the provisional fair values and
useful lives of acquired assets and liabilities at the date of acquisition as detailed
in note 10. The valuation of acquired intangibles is subject to estimation of future
cash flows and the discount rate applied to them. The valuation of the customer
related intangible assets is determined based on an excess earnings methodology,
the valuation of the marketing-related intangible asset is based on a royalty savings
method and the valuation of the technology-based intangible asset is based on a
replacement cost method with values for the Phoenix acquisition detailed in note 13.
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Wilmington plc Annual Report and Financial Statements 2025 134
Notes to the financial statements continued
1. Statement of accounting policies continued
c) Critical accounting judgments and estimates continued
Provisions
The provision comprises earnouts in relation to acquisition activity, is of an uncertain
amount due to estimation and forecasting uncertainties and is based on discounted
expected future cash flows. The provision reflects the Group’s best estimate of the
liability as at 30 June 2025 and the liability will contain less judgment once we
reach each target over the next three years. This assessment has been made having
considered the sensitivity of the provision for possible changes in key assumptions
such as the discount rate and expected future cash flows. A 10% increase in EBITDA
for each financial period would result in an increase to the provision of £500k at
30 June 2025.
Tax
Management make judgments as to whether certain tax deductions claimed will
be allowable when tax authorities review tax filings. Some legislation is hard
to interpret and practical application of legislation will vary based on precise
circumstances. The Group has made claims based on tax advice from advisors in
each jurisdiction where it is required to file tax returns and the outcome of these
claims bears a degree of uncertainty until review periods are complete. Significant
adjustments to tax charges in future periods are therefore possible depending on the
outcome of tax authorities’ reviews. There are no such ongoing reviews currently or
expected in the future.
d) Basis of consolidation
The Group’s consolidated financial statements incorporate the results and net assets
of Wilmington plc and all its subsidiary undertakings made up to 30 June each year.
Subsidiaries are all entities over which the Group has control. The Group controls
an entity when the Group 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. Subsidiaries are fully consolidated from the date on which
control is transferred to the Group.
They are deconsolidated from the date that control ceases. Where necessary,
adjustments are made to the financial statements of subsidiaries to bring the
accounting policies used into line with those used by the Group. All inter-group
transactions, balances, income and expenses are eliminated on consolidation.
e) Business combinations
The acquisition method of accounting is applied in accounting for the acquisition
of subsidiaries. The acquiree’s identifiable assets and liabilities are recognised at
their fair value at the acquisition date. Goodwill arising on acquisition is recognised
as an asset and measured at cost, representing the excess of the aggregate of the
consideration, the amount of any non-controlling interests in the acquiree, and the
fair value of the acquirer’s previously held equity interest in the acquiree (if any)
over the net of the fair values of the identifiable assets and liabilities at the date of
acquisition. The consideration is measured at fair value, which is the aggregate of the
fair values of the assets transferred, liabilities incurred or assumed and the equity
instruments issued in exchange for control of the acquiree.
f) Impairment of non-financial assets
Intangible assets with finite useful lives and property, plant and equipment are
tested for impairment if events or changes in circumstances indicate that the
carrying amount may not be recoverable. When an impairment test is performed,
the recoverable amount of the asset is assessed and its carrying amount is reduced
to that amount if lower, and any impairment losses are recognised in the income
statement. The recoverable amount is the higher of the value in use and of the fair
value less costs to sell, where the value in use is the present value of the future cash
flows expected to be derived from the asset.
If, in a subsequent period, the amount of the impairment loss decreases due to a
change in the estimates used to determine the asset’s recoverable amount since
the last impairment loss was recognised, the previously recognised impairment
loss is reversed to the extent that the carrying amount of the asset does not exceed
the carrying amount that would have been determined (net of amortisation or
depreciation) had no impairment loss been recognised for the asset in prior years.
The reversal of an impairment loss is recognised in the income statement.
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Wilmington plc Annual Report and Financial Statements 2025 135
Notes to the financial statements continued
1. Statement of accounting policies continued
f) Impairment of non-financial assets continued
Goodwill is not amortised, but it is reviewed for impairment at least annually.
Goodwill is allocated to cash generating units (‘CGUs’) for the purpose of impairment
testing, so that the value in use is determined by reference to the discounted cash
flows of the CGU. The cash flows considered are the expected post-tax cash flows
of the CGU, for projections over a three-year period extrapolated using estimated
long term growth rates. The recoverable amount of the CGU, as for any asset, is the
higher of the value in use and the fair value less costs to sell. If a CGU is impaired,
the impairment losses are allocated firstly against goodwill, and then on a pro-rata
basis against intangible and other assets. An impairment of goodwill is not reversed.
g) Foreign currencies
Items included in the financial statements of each of the Group’s entities are
measured using the currency of the primary economic environment in which the
entity operates (the ‘functional currency’). The consolidated financial statements
are presented in Sterling, which is the Company’s functional and the Group’s
presentation currency.
Foreign currency transactions are translated into the functional currency using the
exchange rates prevailing at the date of the transaction. Foreign exchange gains and
losses resulting from the settlement of transactions and the translation of monetary
assets and liabilities denominated in foreign currencies at period end exchange rates
are recognised in the income statement.
On consolidation, assets and liabilities of foreign undertakings are translated
into Sterling at year end exchange rates. The results of foreign undertakings
are translated into Sterling at average rates of exchange for the year (unless
this average is not a reasonable approximation of the cumulative effects of the
rates prevailing on the transaction dates, in which case income and expenses are
translated at the dates of the transactions). Foreign exchange differences arising
on retranslation are recognised directly in a separate component of equity, the
translation reserve.
In the event of the disposal of an undertaking with assets and liabilities denominated
in a foreign currency, the cumulative translation difference in the translation reserve
that is associated with the undertaking is charged or credited to the gain or loss on
disposal recognised in the income statement.
h) Revenue
Revenue is measured at the transaction price and represents amounts receivable for
goods and services provided in the normal course of business, net of discounts, VAT
and other sales related taxes.
The Group’s revenue comprises different types of product and services across the
Group as follows:
• Subscription income for online services, information and journals is normally
received in advance and is therefore recorded as a contract liability on the
balance sheet. Revenue is then recognised evenly over time as the performance
obligations are satisfied over the term of the subscription. These revenue
streams relate to one performance obligation that is settled over time using the
output method on a straight line basis as the customer simultaneously receives
and consumes the benefit from the service.
• Revenue is recognised on the sale of training material, research projects and
similar publications once the product has been delivered to the customer.
These revenue streams relate to one performance obligation that is settled at a
point in time as Wilmington has a right to payment once control of the asset is
transferred to the customer.
• Advertising in hard copy publications is recognised on the issue of the related
publication. This revenue stream relates to one performance obligation that
is settled at a point in time as Wilmington has a right to payment once the
advertising is published in the hard copy publication.
• Marketing and advertising services revenues are recognised over the period of
the advertising subscription or over the period when the marketing service is
provided. When payment is received in advance it is recorded on the balance
sheet as a contract liability and revenue is then recognised over time as the
performance obligations are satisfied over the term of the contract. These
revenue streams relate to one performance obligation that is settled over time
using the output method on a straight line basis as the customer simultaneously
receives and consumes the benefit from the service.
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Wilmington plc Annual Report and Financial Statements 2025 136
Notes to the financial statements continued
1. Statement of accounting policies continued
h) Revenue continued
• Marketing and advertising services revenues are recognised over the period of
the advertising subscription or over the period when the marketing service is
provided. When payment is received in advance it is recorded on the balance
sheet as a contract liability and revenue is then recognised over time as the
performance obligations are satisfied over the term of the contract. These
revenue streams relate to one performance obligation that is settled over time
using the output method on a straight line basis as the customer simultaneously
receives and consumes the benefit from the service.
• Revenue from the licence of static data reports is recognised once the data has
been delivered to the customer. This revenue stream relates to one performance
obligation that is settled at a point in time as Wilmington has a right to payment
once control of the asset is transferred to the customer.
• Revenue from licences to dynamic data that is updated on an ongoing basis
is recognised over the period of the contract. When payment is received in
advance it is recorded on the balance sheet as a contract liability and revenue is
then recognised over time as the performance obligations are satisfied over the
term of the contract. This revenue stream relates to one performance obligation
that is settled over time using the output method on a straight line basis as the
customer simultaneously receives and consumes the benefit from the service.
• Revenue from classroom or online training courses where the training is
delivered as an ongoing process is recognised using the output method as the
training classes are provided to the customer. When payment is received in
advance it is recorded on the balance sheet as a contract liability and revenue
is then recognised over time as the performance obligations are satisfied over
the term of the contract. This revenue stream relates to one performance
obligation that is settled over time using the output method as the customer
simultaneously receives and consumes the benefit from the service.
• Revenue from training courses where the Group provides in-house training to
corporate customers is recognised on completion of the training course. This
revenue stream relates to one performance obligation that is settled at a point in
time as Wilmington has a right to payment once the service has been delivered
to the customer.
• Revenue from the memberships of professional organisations is recognised on a
straight line basis over the period of membership. When payment is received in
advance it is recorded on the balance sheet as a contract liability and revenue is
then recognised over time as the performance obligations are satisfied over the
term of the contract. This revenue stream relates to one performance obligation
that is settled over time using the output method on a straight line basis as the
customer simultaneously receives and consumes the benefit from the service.
• Revenue from consulting projects is recognised over time using the output
method based on performance completed where there is an enforceable right to
payment for performance completed to date. This revenue stream relates to one
performance obligation that is settled over time using the output method as the
customer simultaneously receives and consumes the benefit from the service.
• Event revenue (including revenue from conferences) typically includes attendee
fees, event sponsorship and advertising and is recognised when the event
is held. Customers and sponsors are often required to pay in advance before
commencement of the event, and these advance receipts are recognised as a
contract liability on the balance sheet from the point at which they become due.
This revenue stream relates to one performance obligation that is settled at a
point in time as Wilmington has a right to payment once the service has been
delivered to the customer.
Contract liabilities represents consideration received for performance obligations not
yet satisfied, the revenue deferred at the current financial year end is expected to be
recognised in the following financial year.
i) Operating expenses
In accordance with IAS 1 paragraph 102, expenses are presented in the accounts
based on their nature. The nature of our operating expenses is that they split into
costs to fulfil revenue contracts and administrative costs and therefore are shown in
this split in the financial statements. Distribution costs are not separately identified
due to the digital nature of the Group’s products as they are considered immaterial.
Fulfilment costs are associated directly with the production of a product, event or
service and are charged to the income statement as incurred. At each reporting date
a prepayment is recognised for any third-party costs which are paid for in advance
of the relevant event being run except in relation to marketing costs. Administrative
costs are additional operational costs that are not directly associated with the
production of a product, event or service. These include expenses relating to
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Wilmington plc Annual Report and Financial Statements 2025 137
Notes to the financial statements continued
1. Statement of accounting policies continued
i) Operating expenses continued
central administrative and management functions and are expensed to the income
statement as incurred. Material items within operating expenses are disclosed in
the financial statements and include staff costs, depreciation and amortisation and
fulfilment costs.
j) Segmental reporting
Operating segments are determined in a manner consistent with the internal
reporting provided to the Executive Board of Directors (the ‘Board’) which is
considered as the Group’s chief operating decision maker and is responsible for
allocating resources and assessing performance of the operating segments. The
three divisions (HSE, Legal and Financial Services) are the Group’s reporting
segments and generate all of the Group’s ongoing revenue. The Board considers
the business from both a geographic and product perspective. Geographically,
management considers the performance of the Group between the UK, Europe
(excluding the UK), USA and the Rest of the World.
k) Adjusting items
The Group’s income statement separately identifies adjusting items. Such items are
those that in the Directors’ judgment are one off in nature and need to be disclosed
separately by virtue of their size and incidence. In determining whether an item
or transaction should be classified as an adjusting item, the Directors consider
quantitative as well as qualitative factors such as the frequency, predictability
of occurrence and significance. Adjusting items will vary year-on-year but may
include transactions relating to strategic activities including amortisation of acquired
intangibles, gain or losses on disposal of subsidiaries or property and impairment
of goodwill as these are considered one off in nature and not related to usual
trading activities.
This is consistent with the way that financial performance is measured by
management and reported to the Board. Adjusting items may not be comparable
to similarly titled measures used by other companies. Disclosing adjusted items
separately provides additional understanding of the performance of the Group.
l) Current and deferred tax
Current and deferred tax is recognised as income or an expense and included in
the income statement for the period, except to the extent that it relates to items
recognised directly in other comprehensive income or directly in equity, in which case
it is recognised in other comprehensive income or equity, respectively.
The tax effect of adjusting items is calculated by applying the relevant prevailing
rate of taxation to the adjusting expense or income to the extent it is taxable or
tax deductible.
The current tax charge is calculated on the basis of the tax laws enacted or
substantively enacted at the balance sheet date in the countries where the
Company’s subsidiaries operate and generate taxable income. Management
periodically evaluates positions taken in tax returns with respect to situations in
which applicable tax regulation is subject to interpretation. It establishes provisions
where appropriate on the basis of amounts expected to be paid to the tax authorities.
Deferred tax is recognised, using the liability method, on temporary differences
arising between the tax bases of assets and liabilities and their carrying amounts in
the consolidated financial statements. However, the deferred tax is not accounted for
if it arises from initial recognition of an asset or liability in a transaction other than a
business combination that at the time of the transaction affects neither accounting
nor taxable profit nor loss. Deferred tax is determined using tax rates (and laws)
that have been enacted or substantively enacted by the balance sheet date and are
expected to apply when the related deferred tax asset is realised or the deferred tax
liability is settled.
Deferred tax assets are recognised only to the extent that it is probable that
future taxable profit will be available against which the temporary differences can
be utilised.
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Wilmington plc Annual Report and Financial Statements 2025 138
Notes to the financial statements continued
1. Statement of accounting policies continued
l) Current and deferred tax continued
Deferred tax assets and liabilities are offset when there is a legally enforceable right
to offset current tax assets against current tax liabilities and when the deferred taxes
assets and liabilities relate to income taxes levied by the same taxation authority on
either the same taxable entity or different taxable entities where there is an intention
to settle the balances on a net basis.
m) Dividends
Dividend distributions are recognised in the consolidated financial statements when
the shareholders right to receive payment is established. Final dividend distributions
are recognised in the period in which they are approved by the shareholders, whilst
interim dividend distributions are recognised in the period in which they are declared
and paid.
n) Intangible assets
Intangible assets are stated at historical cost less accumulated amortisation.
Intangible assets are recorded at cost and are amortised through the income
statement on a straight line basis over their estimated useful lives. Their estimated
useful lives depend on the classification of the assets as follows:
Computer software
20–33% per annum
Databases
8–20% per annum
Customer relationships
8–33% per annum
Brands
5–20% per annum
Publishing rights and titles
5–10% per annum
Computer software that is integral to a related item of hardware is classified as
computer equipment within property, plant and equipment. Other computer software
and internally developed software and databases are classified as intangible
assets if they meet the definition and recognition criteria set out in IAS 38. Costs
associated with the production of internally developed software are capitalised once
it is probable that they will generate future economic benefits and satisfy the other
criteria set out in IAS 38. Computer software intangible assets (including the cost of
internally developed software and databases) are initially recognised at cost. They
are subsequently amortised through the income statement on a straight line basis
over their estimated useful lives up to five years. Assets that are not in use at the
reporting date (assets under development) are recognised at cost and amortisation
commences when those assets begin to generate economic benefit. Research costs
are expensed as incurred.
o) Property, plant and equipment
Property, plant and equipment is stated at historical cost less accumulated
depreciation. Cost includes the original purchase price of the asset plus any costs of
bringing the asset to its working condition for its intended use. Depreciation is not
provided on freehold land. On other assets it is provided at the following annual
rates, on a straight line basis, in order to write down each asset to its residual
value over its estimated useful life. The assets’ residual values and useful lives are
reviewed, and adjusted if appropriate, at the end of each reporting period.
(excluding freehold land)
2–10% per annum
Fixtures and fittings
10–33% per annum
Computer equipment
25–33% per annum
Leasehold improvements are included in land, freehold and leasehold buildings.
Gains and losses arising on disposal are determined by comparing the proceeds with
the carrying amount and are recognised within the income statement. When the
gain or loss arising on disposal is significant or material, it is disclosed separately on
the income statement within other income or expenses.
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Wilmington plc Annual Report and Financial Statements 2025 139
Notes to the financial statements continued
1. Statement of accounting policies continued
p) Investments in subsidiaries
Investments in subsidiaries are stated at cost less provision for any impairment in value.
q) Non-current assets and disposal groups held for sale
Non-current assets (or disposal groups) are classified as held for sale when their
carrying amount is to be recovered principally through a sale transaction and a sale
is considered highly probable. They are stated at the lower of carrying amount and
fair value less costs to sell.
r) Financial instruments
Financial assets
The Group classifies its financial assets as ‘amortised cost’ for the purposes of IFRS
9. Management determines the classification at initial recognition.
Loans and other receivables
Loans and other receivables are measured based on the Group’s business model
for managing the financial asset and its contractual cash flow characteristics. Loans
and other receivables are initially recognised at fair value plus transaction costs.
They are subsequently carried at amortised cost using the effective interest method
less any expected credit losses, with changes in carrying value recognised in the
income statement.
Loans and other receivables are classified as current assets if they mature
within twelve months of the reporting date, but are otherwise classified as
non-current assets.
Trade receivables
Trade receivables are initially recognised at the transaction price, which is usually the
invoiced amount. They are subsequently carried at amortised cost using the effective
interest method (if the time value of money is significant), less provision for expected
credit losses. Provisions are made specifically, where there is evidence of a risk of
non-payment taking into account ageing, previous losses experienced and general
economic conditions.
The Group assesses for impairment using the expected credit losses model as
required by IFRS 9. For trade receivables, the Group applies the simplified approach
which requires expected lifetime losses to be recognised from the initial recognition
of the receivables.
The Group measures its trade receivables at amortised cost for the purposes of
IFRS 9 and are presented as current assets as all collections are due in one year
or less.
Cash and cash equivalents
Cash and cash equivalents comprise cash in hand, current balances with banks and
similar institutions, and other short term highly liquid investments which are subject
to insignificant risk of changes in value and have original maturities of three months
or less. Cash and cash equivalents are offset against bank overdrafts and the net
amount is reported in the balance sheet when there is a legally enforceable right to
offset the recognised amounts. Bank overdrafts are otherwise shown as borrowings
within current liabilities on the balance sheet. There were no overdrafts used for the
year ended 30 June 2025 or the year ended 30 June 2024.
The Group measures cash and cash equivalents at amortised cost for the purposes
of IFRS 9.
Impairment of financial assets
The Group assesses on a forward-looking basis the expected credit losses
associated with its financial assets carried at amortised cost. Expected credit losses
are updated at each reporting date to reflect changes in credit risk.
The expected credit loss is based on the Group’s historical credit loss experience,
adjusted for factors that are specific to the financial assets, general economic
conditions and an assessment of the current and forecast conditions at the
reporting date.
Financial liabilities
Trade and other payables
Trade and other payables are initially recognised at fair value, which is usually the
invoiced amount. They are subsequently carried at amortised cost using the effective
interest method (if the time value of money is significant).
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Wilmington plc Annual Report and Financial Statements 2025 140
Notes to the financial statements continued
1. Statement of accounting policies continued
r) Financial instruments continued
Trade and other payables continued
If due within twelve months or less, the trade or other payable is classified as a
current liability. It is otherwise classified as a non-current liability.
The Group measures trade and other payables at amortised cost for the purposes
of IFRS 9.
Loans and other borrowings
Loans and other borrowings are initially recognised at the fair value of the amounts
received net of transaction costs. They are subsequently carried at amortised cost
using the effective interest method, with changes in carrying value recognised in the
income statement.
Loans and other borrowings are classified as current liabilities if they mature
within twelve months of the balance sheet date, but are otherwise classified as
non-current liabilities.
The Group measures loans and other borrowings at amortised cost for the purposes
of IFRS 9.
s) Provisions
Provisions are recognised in the balance sheet when the Group has a present legal
or constructive obligation as a result of a past event, and it is probable that an
outflow of economic benefits will be required to settle it. If the effect is material,
provisions are determined by discounting the expected future cash flows at an
appropriate discount rate.
t) Retirement benefits
The Group does not operate a defined benefit pension scheme.
The Group contributes to defined contribution pension schemes for a number
of employees. Contributions to these arrangements are charged in the income
statement in the period in which they are incurred. The Group has no further
payment obligation once the contributions have been paid.
u) Share based payments
The Group operates an equity-settled, share based compensation plan, under which
the entity receives services from employees as consideration for equity instruments
(share awards and options) of the Group. The fair value of the employee services
received in exchange for the grant of share awards and options is recognised as
an expense. The total amount to be expensed is determined by reference to the
fair value of the share awards and options granted, excluding the impact of any
non-market service and performance vesting conditions (for example profitability
and remaining as an employee of the entity over a specified time period).
Non-market vesting conditions are included in assumptions about the number of
share awards and options that are expected to vest. The total amount expensed is
recognised over the vesting period, which is the period over which all of the specified
existing conditions are to be satisfied. At each balance sheet date, the entity revises
its estimates of the number of share awards and options that are expected to
vest based on the non-market vesting conditions. It recognises the impact of the
revision to original estimates, if any, in the income statement, with a corresponding
adjustment to the share based payments reserve within equity.
The payment in lieu of dividend payable in connection with the grant of the
share awards is considered an integral part of the grant itself, and the charge
will be treated as an equity-settled transaction. The cumulative share based
payment charge held in reserves is recycled into retained earnings when the
share awards or options lapse or are exercised. The social security contributions
payable in connection with the grant of the share awards will be treated as a
cash-settled transaction.
v) Long-term employee benefits
Long-term employee benefits are measured as the service is rendered even
when benefits become payable only if a specified event occurs. The probability
of payment is reflected in the measurement of the obligation using a most likely
amount approach based on the assessment of the single most likely payment due
to employees providing the service under the terms of the plan. Directors’ bonuses
contain elements of cash settled and share settled remuneration. Cash settled
remuneration is accrued as the service is rendered. Share settled remuneration is
accounted for as a share base payment transaction as detailed in the share based
payments section above and deferred for two years.
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Wilmington plc Annual Report and Financial Statements 2025 141
Notes to the financial statements continued
1. Statement of accounting policies continued
w) Leases
The Group recognises a right-of-use asset and corresponding liability at the date the
leased asset is made available for use by the Group.
The liability is measured at the present value of future lease payments over the lease
term including fixed payments, in-substance fixed payments, and variable lease
payments that are based on an index or a rate, less any lease incentives receivable.
Lease liabilities are remeasured to include any payments to be made under extension
options which are reasonably certain to be exercised. The lease payments are
discounted using the interest rate implicit in the lease; where this rate cannot be
determined an incremental borrowing rate is used. The incremental borrowing rate is
determined with reference to the rate that the lessee would pay to borrow the funds
necessary to obtain an asset of similar value, in a similar economic environment, with
similar terms and conditions, adjusted for the country-specific risk of the lessee. The
Group records an interest charge in respect of the lease liability over the lease term.
The right-of-use asset is measured at cost, based on the value of the initial
measurement of the associated lease liability, adjusted for any lease payments
already made less any lease incentives received, initial direct costs incurred, and any
dilapidation or restoration costs required by the terms and conditions of the lease.
The right-of-use asset is depreciated over the term of the lease on a straight line
basis, or if shorter, over the leased asset’s useful economic life.
Lease liabilities are remeasured when there is a change in future lease payments
arising from a change in an index or rate, a change in the estimate of the amount
expected to be payable under a residual value guarantee, or as appropriate, changes
in the assessment of whether a purchase or extension option is reasonably certain to
be exercised.
The Group recognises an expense in the Consolidated income statement in respect
of short-term leases (being those with an initial term of twelve months or less) and
leases of low-value items on a straight line basis over the life of the lease.
x) Share capital
Ordinary shares are classified as equity. Incremental costs directly attributable to
the issue of new shares or options are shown in equity as a deduction, net of tax,
from the proceeds. The share premium reserve represents the amount paid to the
Company by shareholders above the nominal value of shares issued.
Where any Group company purchases the Company’s equity share capital (‘treasury
shares’), the consideration paid, including any directly attributable incremental costs
(net of income taxes), is deducted from equity attributable to the Company’s equity
holders until the shares are cancelled or reissued.
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Wilmington plc Annual Report and Financial Statements 2025 142
Notes to the financial statements continued
2. Measures of profit
Reconciliation to profit on continuing activities before tax
To provide shareholders with additional understanding of the trading performance of
the Group, adjusted EBITA has been calculated as profit before tax after adding back:
• impairment of goodwill;
• amortisation of intangible assets excluding computer software;
• adjusting items (included in operating expenses);
• other income – gain on disposal of subsidiaries;
• other income – gain on disposal of property, plant and equipment and lease
modification; and
• net finance income.
Organic revenue and ongoing revenue reconcile to statutory continuing revenue as
follows:
Organic revenue
83,688
84,836
Adjust constant currency impact
(583)
—
Add acquisitions
16,432
4,837
Ongoing revenue
99,537
89,673
Add non-core revenue
1,950
8,651
Statutory continuing revenue
101,487
98,324
Adjusted profit before tax, adjusted EBITA and adjusted EBITDA reconcile to profit
on continuing activities before tax as follows:
Profit before tax
18,412
24,208
Impairment of goodwill
—
4,434
Amortisation of intangible assets excluding computer software
2,497
2,090
Adjusting items (included in operating expenses)
8,607
598
Other income – gain on disposal of subsidiaries
(1,815)
(5,465)
Other income – gain on disposal of property, plant and
equipment and lease modification
—
(2,189)
Adjusted profit before tax
27,701
23,676
Net finance income
(3,850)
(1,997)
Adjusted operating profit (‘adjusted EBITA’)
23,851
21,679
Depreciation of property, plant and equipment included in
operating expenses
619
1,711
Amortisation of intangible assets – computer software
32
1,004
Adjusted EBITA before depreciation (‘adjusted EBITDA’)
24,502
24,394
Adjusted EBITA
23,851
21,679
Add EBITA from statutory discontinued operations
—
3,874
Total Group adjusted EBITA
23,851
25,553
Adjusted profit before tax
27,701
23,676
discontinued operations
—
3,874
Total Group adjusted profit before tax
27,701
27,550
Remove operating profit from sold and closed businesses
662
(3,484)
Ongoing adjusted profit before tax
28,363
24,066
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Wilmington plc Annual Report and Financial Statements 2025 143
Notes to the fiinancial statements continued
3. Segmental information
In accordance with IFRS 8 the Group’s operating segments are based on the operating results reviewed by the Executive Board, which represents the chief operating
decision maker.
The operating segments reflect the internal reporting provided to the Chief Operating Decision Maker (the Executive Board) on a regular basis to assist in making decisions
and to assess performance.
The Group’s dynamic portfolio provides customers with a range of information, data, training and education solutions. The Board considers the business from both a
geographic and product perspective. Geographically, management considers the performance of the Group between the UK, Europe (excluding the UK), the USA and the
Rest of the World.
a) Business segments
16,432
3,538
4,837
1,201
Legal
15,142
6,543
15,986
6,173
Financial Services
67,963
20,232
68,850
20,726
Ongoing
99,537
30,313
89,673
28,100
Non-core
1,950
(662)
8,651
(390)
Group total
101,487
29,651
98,324
27,710
Unallocated central overheads
—
(3,755)
—
(4,166)
Share based payments
—
(2,045)
—
(1,865)
101,487
23,851
98,324
21,679
Impairment of goodwill
—
(4,434)
Other income – gain on disposal of property, plant and equipment and lease modification
—
2,189
Net finance income
3,850
1,997
Profit before tax from continuing operations
18,412
24,208
Taxation
(6,852)
(7,009)
Profit for the financial year from continuing operations
11,560
17,199
There are no intra-segmental revenues which are material for disclosure. Unallocated central overheads represent central costs that are not specifically allocated to
segments. Total assets and liabilities for each reportable segment are not presented, as such information is not provided to the Board.
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Wilmington plc Annual Report and Financial Statements 2025 144
Notes to the financial statements continued
3. Segmental information continued
b) Segmental information by geography
The UK is the Group’s country of domicile and the Group generates the majority of its
revenue from external customers in the UK. The geographical analysis of revenue is
on the basis of the country of origin in which the customer is invoiced:
UK
61,533
52,353
USA
19,597
25,761
Europe (excluding the UK)
10,879
10,777
Rest of the World
9,478
9,433
Revenue from continuing operations
101,487
98,324
c) Timing of revenue recognition
The timing of the Group’s revenue recognition is as follows:
Revenue from products and services transferred at a
point in time
69,567
60,322
Revenue from products and services transferred over time
31,920
38,002
Revenue from continuing operations
101,487
98,324
During the year the Group recognised £27,887,000 of revenue that was held as a
contract liability at 30 June 2024 (2024: £33,659,000 related to amounts held at 30
June 2023).
4. Profit from continuing operations
a) Profit for the year from continuing operations is stated after
charging/(crediting):
Depreciation of property, plant and equipment – included in
operating expenses
Foreign exchange (gain)/loss
(428)
87
Fees payable to the auditor for the audit of the Company and
consolidated financial statements
259
249
Fees payable to the auditor and their associates for other
services:
– The audit of the Company’s subsidiaries pursuant to
legislation
150
251
– Audit related other services
12
18
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Wilmington plc Annual Report and Financial Statements 2025 145
Notes to the financial statements continued
4. Profit from continuing operations continued
b) Adjusting items
The following items have been charged to the income statement during the year but
are considered to be adjusting so are shown separately:
Expense relating to strategic activities
8,607
598
Other adjusting items (included in operating expenses)
8,607
598
Impairment of goodwill
—
4,434
Amortisation of intangible assets excluding computer software
2,497
2,090
Total adjusting items (classified in profit before tax)
11,104
7,122
Strategic activities represent acquisition costs comprising earnouts in relation to the
acquisitions of Astutis and Phoenix of £5.9m (2024: £nil) and strategic transaction
costs relating to acquisitions and disposals of £2.7m (2024: 0.6m).
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Wilmington plc Annual Report and Financial Statements 2025 146
Notes to the financial statements continued
5. Operating expenses from continuing operations
Operating expenses before depreciation and amortisation
71,903
5,082
69,050
4,880
73,930
Depreciation of property, plant and equipment
619
—
619
1,711
—
1,711
Amortisation of intangible assets – computer software
32
—
32
1,004
—
1,004
Operating expenses before amortisation of intangibles excluding computer software,
impairment and adjusting items
72,554
5,082
77,636
71,765
4,880
76,645
—
—
—
117
—
117
1,767
—
1,767
1,188
—
1,188
309
—
309
493
—
493
421
—
421
292
—
292
Impairment of goodwill (note 4b)
—
—
—
4,434
—
4,434
Other adjusting items (note 4b)
8,607
—
8,607
598
—
598
Operating expenses
83,658
5,082
88,740
78,887
4,880
83,767
6. Finance income and expense
Interest receivable on cash and cash equivalents
1,987
1,953
Unwinding of the discount on deferred consideration receivable
1,927
219
Finance income
3,914
2,172
Interest expense for lease liabilities
(64)
(175)
Finance expense
(64)
(175)
Net finance income
3,850
1,997
7. Taxation
UK corporation tax at current rates on UK profits for the year
6,317
5,009
Adjustments in respect of previous years
(44)
394
6,273
5,403
Foreign tax
526
1,568
Adjustments in respect of previous years
175
(19)
Total current tax
6,974
6,952
Total deferred tax
(122)
57
Taxation from continuing operations
6,852
7,009
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Wilmington plc Annual Report and Financial Statements 2025 147
Notes to the financial statements continued
7. Taxation continued
Factors affecting the tax charge for the year:
The effective tax rate is higher (2024: higher) than the average rate of corporation
tax in the UK of 25.0% (2024: 25.0%). The differences are explained below:
Profit before tax
18,412
24,208
tax in the year of 25.0% (2024: 25.0%)
4,603
6,052
Impairment of goodwill
—
1,109
Adjustment in respect of previous years
132
379
Amortisation not deductible or subject to deferred tax
624
623
Expenses not deductible for tax
2,142
—
Effect on deferred tax of a change in the corporation tax rate
—
408
Other deferred tax movements
240
(263)
Taxation from continuing operations
6,852
7,009
Deferred tax assets and liabilities are measured at the rates that are expected to
apply in the periods of the reversal.
The Company’s profits for this accounting year are taxed at an effective rate of
37.2% (2024: 29.4%).
The tax effect of adjusting items as disclosed in note 9 is a credit of £122,000
(2024: expense of £571,000).
8. Dividends
Amounts recognised as distributions to owners of the parent in the year:
Final dividends recognised as
distributions in the year
8.3
7.3
7,478
6,473
as distributions in the year
3.0
3.0
2,701
2,680
Total dividends paid
10,179
9,153
Final dividend proposed
8.5
8.3
7,580
7,297
9. Earnings per share
Adjusted earnings per share has been calculated using adjusted earnings calculated
as profit after taxation but before:
• impairment of goodwill;
• amortisation of intangible assets excluding computer software;
• adjusting items (included in operating expenses);
• other income – gain on disposal of subsidiaries; and
• other income – gain on disposal of property, plant and equipment and lease
modification.
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Wilmington plc Annual Report and Financial Statements 2025 148
Notes to the financial statements continued
9. Earnings per share continued
The calculation of the basic and diluted earnings per share is based on the
following data:
Impairment of goodwill
—
4,434
Adjusting items (included in operating expenses)
8,607
598
Other income – gain on disposal of subsidiaries
(1,815)
(5,465)
Other income – gain on disposal of property, plant and
equipment and lease modification
—
(2,189)
Tax effect of adjustments above and deferred tax
(122)
571
earnings per share
20,727
17,238
Other income – gain on disposal of property, plant and
equipment and lease modification
—
(2,189)
Tax effect of adjustments above and deferred tax
(122)
571
earnings per share
20,727
20,430
2025
Number
2024
Number
Weighted average number of ordinary shares for the
purposes of basic and adjusted earnings per share
Future exercise of share awards and options
1,370,720
1,722,761
Weighted average number of ordinary shares for the
purposes of diluted and adjusted diluted earnings per share
91,206,471
90,687,578
Weighted average number of ordinary shares for the purposes of
basic and adjusted earnings per share
Future exercise of share awards and options
1,370,720
1,722,761
Weighted average number of ordinary shares for the
purposes of diluted and adjusted diluted earnings per share
91,206,471
90,687,578
Diluted earnings per share
12.67p
18.96p
Adjusted basic earnings per share (‘adjusted earnings per share’)
23.07p
19.38p
Adjusted diluted earnings per share
22.73p
19.01p
Adjusted basic earnings per share (‘adjusted earnings per share’)
23.07p
22.96p
Adjusted diluted earnings per share
22.73p
22.53p
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Wilmington plc Annual Report and Financial Statements 2025 149
Notes to the financial statements continued
10. Acquisition of Phoenix Health & Safety
On 24 October 2024, the Group acquired 100% of the issued share capital of
Phoenix HSC (UK) Limited (‘Phoenix Health & Safety’), a Company based in
the United Kingdom, for an initial consideration of £30.25m. In addition, under
the terms of the acquisition, there are additional earnout payments based on
Phoenix Health & Safety’s financial performance in each of the three years ending
31 March 2028. As the deferred payments are linked to employment, they are
recognised as a separate transaction in each period respectively as they fall due.
Phoenix Health & Safety offers training for a range of internationally recognised and
regulated health, safety and environmental (‘HSE’) qualifications. The acquisition
strengthens Wilmington’s capabilities in the provision of must-have training and
education to regulated customers and expands the Group’s position in the growing
HSE training market, alongside Astutis, which was acquired in November 2023.
The acquisition is consistent with Wilmington’s strategic aim to build on its already
strong presence in large and growing GRC markets. These markets are underpinned
by strong macro drivers, particularly the increasing volume and enforcement
of regulation, the increased importance of ESG and widespread adoption of
technological and data-driven compliance solutions. Wilmington focuses on
assets which operate in attractive market segments, having strong leadership and
sustainable competitive advantages. Phoenix Health & Safety has demonstrated a
strong track record of organic growth over a number of years.
The fair value of the net assets acquired in the business at acquisition date including
acquired intangibles was £5.8m, resulting in goodwill on acquisition of £25.3m.
Goodwill acquired relates to future customer relationships, the assembled workforce
and expanded access to the health, safety and environmental markets. Acquisition
related charges include transaction costs of £1.0m relating to the acquisition of
Phoenix Health & Safety. The results of the acquisition included in the Group’s
consolidated results are revenue of £7.5m and an operating profit of £1.5m. Due
to limitations in available data for the pre-acquisition period, the Directors consider
that it is impracticable to disclose the results of the combined entity as though the
acquisition had impacted the Group’s consolidated results for the full year. The
goodwill recognised is not deductible for tax purposes. The difference between
the initial consideration of £30.25m and the total cash consideration of £31.2m
is the net cash adjustment after the initial consideration as agreed in the share
purchase agreement.
A summary of the acquisition is detailed below:
Intangibles
10,068
Property, plant and equipment
58
Trade and other receivables
1,309
Cash and cash equivalents
1,967
Trade and other payables
(4,949)
Deferred tax liability
(2,517)
Lease liability
(109)
Net assets acquired
5,827
Goodwill
25,334
Total cash consideration
31,161
Cash acquired
(1,967)
Total cash outflow
29,194
The Group recognised a provision of £4.0m for the earnout in relation to the
Phoenix Health & Safety acquisition for the first eight months of ownership at 30
June 2025. The provision is based on assumptions and estimates where the ultimate
outcome may be different from the amount provided. Please refer to note 23 for
further information regarding the provision and note 4b for the Income Statement
adjusting item disclosure. The provision reflects the Group’s best estimate of the
probable exposure as at 30 June 2025.
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Wilmington plc Annual Report and Financial Statements 2025 150
Notes to the financial statements continued
11. Disposal of Compliance Week
On 28 February 2025 the Group disposed of its compliance, news and events
business, Compliance Week, for consideration of $1.2m in cash before working capital
adjustments and recognised a gain on disposal of £1.8m presented within other income.
The disposal was executed by way of the sale of 100% of the equity shares. Net
assets on disposal were £0.1m.
The Group is focused on actively managing our portfolio by assessing the potential
of each business to exhibit the six common Wilmington characteristics that we
recognise as key drivers of organic revenue growth and profitability improvement.
Consequently, as a result of this assessment, the Board decided to exit the
Compliance Week business. Compliance Week was classified as a disposal group
held for sale under IFRS 5 in the financial year ended 30 June 2024. Compliance
Week was not classified as a discontinued operation under IFRS 5 because it does
not meet the IFRS 5 criteria as a significant line of business.
The disposal was executed by way of the sale of 100% of the equity shares and at
the disposal date, the net assets were as follows:
Goodwill
360
Trade and other receivables
281
Cash and cash equivalents
167
Trade and other payables
(665)
Net assets disposed
143
Directly attributable costs of disposal
211
Recycling of foreign exchange gain
(1,452)
Gain on disposal included within other income
1,815
Fair value of consideration
717
Cash and cash equivalents after working capital adjustment
717
Cash received
959
Less cash disposed
(167)
Total cash inflow
792
12. Goodwill
At 30 June 2023
100,126
Write-off of fully impaired goodwill no longer owned
(28,963)
Acquisition
11,156
Reclassification to held for sale
(358)
Disposals
(24,545)
Exchange translation differences
114
At 30 June 2024
57,530
Acquisition
25,334
Write-off of fully impaired goodwill no longer owned
(4,434)
Exchange translation differences
(572)
At 30 June 2025
77,858
At 30 June 2023
39,565
Write-off of fully impaired goodwill no longer owned
(28,963)
Impairment
4,434
Disposals
(10,269)
At 30 June 2024
4,767
Write-off of fully impaired goodwill no longer owned
(4,434)
At 30 June 2025
333
At 30 June 2025
77,525
At 30 June 2024
52,763
At 30 June 2023
60,561
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Wilmington plc Annual Report and Financial Statements 2025 151
Notes to the financial statements continued
12. Goodwill continued
Goodwill arising on business combinations is not amortised but reviewed for
impairment on an annual basis, or more frequently if there are indications that
goodwill may be impaired. Determining whether the carrying value of acquired
goodwill is recoverable is a significant judgment given the material nature of the
goodwill balance and the significant assumptions underpinning management’s
impairment assessment of the Group’s cash generating units (‘CGUs’). The Group
identifies its CGUs on a business operation level. This is consistent with the way the
chief operating decision maker reviews performance.
Annual impairment review
The recoverable amount for each CGU has been determined using value in use
calculations. These calculations use the post-tax future cash flow forecasts covering
a three-year period based on Board approved budgets. Cash flow projections in
these budgets have been based on growth assumptions that reflect anticipated
market trends in the range of industries served by the brands within each CGU.
Overall, these projections assume stable profit margins reflecting market presence
expansion, whilst managing the impact of projected inflationary and recessionary
pressures. Post-tax cash flows beyond the three-year period are then extrapolated
using an estimated long term growth rate of 2.0% (2024: 2.0%), providing a
‘base case’ scenario for the purpose of the impairment review. Key assumptions for
the value in use calculations are those regarding discount rates, three-year cash flow
forecasts and long term growth rates. The CAGR over the 3-year period is 11.2%
and profit margins are assumed to stay steady.
As part of the impairment assessment all CGUs indicated significant levels of
headroom with the exception of Phoenix, which resulted in headroom of £3.7m.
The results of our sensitivity testing are disclosed on the following page for the
Phoenix CGU.
Discount rates
Management have opted to use the post- tax discount rates for discounting
the value in use cashflows due to the linkage with observable market data. A
reconciliation has been performed to ensure the same outcome is principally reached
when using either the pre-tax or post-tax rate approach.
The following pre-tax and post-tax rates have been applied:
Pre-tax discount rates
Post-tax discount rates
United Kingdom
15.5
16.2
11.6
12.2
United States
14.0
16.9
10.1
12.1
Post-tax discount rates are calculated on a company specific participant basis,
movements in the post-tax discount rates for CGUs since the prior year are driven
by changes in company specific market-based inputs. Management considers the
post-tax discount rates to be calculated using appropriate methodology. The rates
are in line with its peers, and the Board views the rates as accurately reflecting the
return expected by a market participant.
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Wilmington plc Annual Report and Financial Statements 2025 152
Notes to the financial statements continued
12. Goodwill continued
Sensitivity to changes in assumptions
The Group has performed sensitivity testing to assess the impact of changes in
assumptions on the value in use of each CGU. The sensitivity analysis performed
assessed the impact of pessimistic but reasonably possible changes to post-tax
future cash flows and post-tax discount rates. All CGUs apart from Phoenix retained
significant headroom even in these sensitised calculations, leading to the conclusion
that there is no realistic change of assumption that would result in the carrying value
to exceed its recoverable amount. Below are the calculated sensitivities for Phoenix.
• If the post-tax WACC rate increased/ decreased by 1 percentage point, the
overall impact would result in headroom of £0.06m/ result in headroom
of £8.2m.
• If the VIU cashflows were reduced by 10% each year, the impairment would be
£1.7m. Equally a 10% increase in cashflows would result in headroom of £9.2m.
Cash generating units
The following table details the net book value of goodwill allocated to each CGU:
Axco
10,392
10,392
Pendragon
758
758
Accountancy (Mercia)
8,307
8,307
Legal (Bond Solon)
6,796
6,796
Compliance (ICA, CLTi)
7,972
7,972
FRA
6,810
7,382
Astutis
11,156
11,156
Phoenix
25,334
—
77,525
52,763
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Wilmington plc Annual Report and Financial Statements 2025 153
Notes to the financial statements continued
13. Other intangible assets
At 30 June 2023
5,585
13,831
9,449
10,124
9,685
48,674
Acquisition
—
—
6,847
1,888
1,126
9,861
Write-off of fully amortised intangible assets
(1,335)
(13,843)
(2,271)
(5,917)
(2,066)
(25,432)
Reallocation between categories
—
—
94
—
(94)
—
Reclassification to Held for Sale
(544)
—
—
—
—
(544)
Additions
235
—
—
—
—
235
Disposals
(2,401)
—
(2,894)
(4,240)
(4,792)
(14,327)
Exchange translation differences
4
13
38
34
—
89
At 30 June 2024
1,544
1
11,263
1,889
3,859
18,556
Acquisition
—
—
5,421
4,123
524
10,068
Write-off of fully amortised intangible assets
(6)
(1)
—
—
—
(7)
Exchange translation differences
—
—
(152)
—
—
(152)
At 30 June 2025
1,538
—
16,532
6,012
4,383
28,465
At 30 June 2023
4,485
13,743
7,594
8,207
8,911
42,940
Charge for the year
1,025
117
1,369
705
445
3,661
Write-off of fully amortised intangible assets
(1,335)
(13,843)
(2,271)
(5,917)
(2,066)
(25,432)
Reallocation between categories
115
(28)
(17)
(17)
62
115
Reclassification to Held for Sale
(544)
—
—
—
—
(544)
Disposals
(2,266)
—
(2,502)
(2,933)
(4,792)
(12,493)
Exchange translation differences
3
12
30
28
—
73
At 30 June 2024
1,483
1
4,203
73
2,560
8,320
Charge for the year
32
—
1,767
309
421
2,529
Write-off of fully amortised intangible assets
(6)
(1)
—
—
—
(7)
Exchange translation differences
—
—
(156)
—
—
(156)
At 30 June 2025
1,509
—
5,814
382
2,981
10,686
At 30 June 2025
29
—
10,718
5,630
1,402
17,779
At 30 June 2024
61
—
7,060
1,816
1,299
10,236
At 30 June 2023
1,100
88
1,855
1,917
774
5,734
The potential risks arising from climate change to the Group’s key operations in the short to medium term have been assessed and no assets have been impaired as a result
of this exercise.
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Wilmington plc Annual Report and Financial Statements 2025 154
Notes to the financial statements continued
14. Property, plant and equipment
At 30 June 2023
3,553
2,418
2,152
14,873
22,996
Additions
—
18
114
—
132
Acquisitions
69
—
—
286
355
Lease modifications
—
—
—
(834)
(834)
Write-off of fully depreciated assets
—
—
(42)
—
(42)
Reallocation between categories
—
181
(77)
—
104
Reclassification between categories
(2,217)
2,217
—
—
—
Disposals
(1,097)
(1,690)
(1,279)
(1,510)
(5,576)
Exchange translation differences
—
2
1
37
40
At 30 June 2024
308
3,146
869
12,852
17,175
Additions
—
—
—
869
869
Acquisitions
—
—
13
58
71
Disposals
—
—
—
(10,700)
(10,700)
Exchange translation differences
—
(8)
(1)
20
11
At 30 June 2025
308
3,138
881
3,099
7,426
At 30 June 2023
3,237
1,851
1,937
8,956
15,981
Charge for the year
38
129
407
1,277
1,851
Impairment
27
343
—
—
370
Write-off of fully depreciated assets
—
—
(42)
—
(42)
Reallocation between categories
(90)
240
(161)
—
(11)
Reclassification between categories
(1,825)
1,825
—
—
—
Disposals
(1,097)
(1,444)
(1,278)
(222)
(4,041)
Exchange translation differences
—
1
1
(20)
(18)
At 30 June 2024
290
2,945
864
9,991
14,090
Charge for the year
41
106
11
1,308
1,466
Acquisitions
—
—
—
51
51
Reclassification between categories
(42)
42
—
—
—
Disposals
—
—
—
(9,694)
(9,694)
Exchange translation differences
—
(5)
(1)
—
(6)
At 30 June 2025
289
3,088
874
1,656
5,907
At 30 June 2025
19
50
7
1,443
1,519
At 30 June 2024
18
201
5
2,861
3,085
At 30 June 2023
316
567
215
5,917
7,015
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Wilmington plc Annual Report and Financial Statements 2025 155
Notes to the financial statements continued
14. Property, plant and equipment continued
The potential risks arising from climate change to the Group’s key operations in the
short to medium term have been assessed and no assets have been impaired as a
result of this exercise.
Depreciation of property, plant and equipment is charged to operating expenses
within the income statement, if it relates to an exceptional item it is recorded within
adjusting items.
At 1 July 2023
9,889
Lease modification
(834)
At 30 June 2024
9,055
Additions
721
Disposals
(9,055)
At 30 June 2025
721
At 30 June 2023
6,505
Charge for the year
725
At 30 June 2024
7,230
Charge for the year
999
Disposals
(8,134)
At 30 June 2025
95
At 30 June 2025
626
At 30 June 2024
1,825
At 30 June 2023
3,384
15. Investments in subsidiaries
Net book value as at 1 July 2023
49,420
Disposal of the Healthcare business
(6,259)
Net book value as at 30 June 2024 and 30 June 2025
43,161
The table on the following page gives details of the entities controlled and included
in the consolidated financial statements of the Group at 30 June 2025. Except where
indicated, all of the entities are incorporated in and principally operated in the UK.
Subsidiaries marked * are directly owned by Wilmington plc; all other subsidiaries
are indirectly owned. Subsidiaries marked ** are companies limited by guarantee,
have no ordinary shares and are controlled indirectly by Wilmington plc. Subsidiaries
marked + have claimed audit exemptions for the year to 30 June 2025 under
Section 479A of the Companies Act 2006.
During the year the Group acquired Phoenix (HSC) Limited, an investment held
directly by Wilmington Legal Limited, disposed of Wilmington Compliance Week Inc
and liquidated SWAT UK Limited, Wilmington IBT Limited and Wilmington holdings
US Inc. There were no impairments made during the year (2024: nil).
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Wilmington plc Annual Report and Financial Statements 2025 156
Notes to the financial statements continued
15. Investments in subsidiaries continued
address
Business
Astutis Limited+
07349554
FOR
Training courses in health, safety & environmental industries
100
Axco Insurance Information Services Limited+
03073807
FOR
global insurance industry
100
Bond Solon Training Limited+
02271977
FOR
Witness training and conferences
100
CLT International Hong Kong Limited (incorporated and operates in Hong Kong)
n/a
PRU
Certified professional training
100
CLT International Limited+
06309789
FOR
Certified professional training
100
ICA Commercial Services Limited+
04363296
FOR
Training courses in international compliance and money laundering
100
ICA Risk Management Limited+
04519229
FOR
Facilitation of ISO certification for businesses
100
International Compliance Association Limited**+
04429302
FOR
Professional association; a not for profit organisation
100
International Compliance Training Academy PTE Limited (incorporated and
operates in Singapore)
n/a
CEC
Training courses in international compliance and money laundering
100
in the UAE)
n/a
GAT
Training courses in international compliance and money laundering
100
in Malaysia)
n/a
VER
Training courses in international compliance and money laundering
100
Mercia Group Limited+
01464141
FOR
Training and support services to the accountancy profession
100
Mercia Ireland Limited (incorporated and operates in Ireland)
n/a
UPP
Training and support services to the accountancy profession
100
Mercia NI Limited+
NI038498
ADE
Non-trading
100
Phoenix HSC (UK) Limited+
06534364
FOR
Training courses in health, safety & environmental industries
100
Phoenix Health & Safety (PTY) Limited (incorporated in South Africa)
n/a
MAU
Training courses in health, safety & environmental industries
100
Wilmington Centre Knowledge India Private Limited (incorporated in India)
n/a
KAI
Non-trading
100
Wilmington FRA Inc. (incorporated and operates in the US)
n/a
ORA
Conference and networking provider of specialist events in healthcare and finance
100
Wilmington Holdings No.1 Limited*+
08313253
FOR
Holding company
100
Wilmington Insight Limited+
02691102
FOR
Non-trading
100
Wilmington Legal Limited+
02522603
FOR
Holding company
100
Wilmington plc Employee Share Ownership Trust+
n/a
FOR
Trust
n/a
Wilmington Publishing & Information Limited+
03368442
FOR
Provision of information and events for professional markets
100
Wilmington Shared Services Limited+
08314442
FOR
Provision of shared services
100
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Wilmington plc Annual Report and Financial Statements 2025 157
Notes to the financial statements continued
15. Investments in subsidiaries continued
The registered company addresses for each subsidiary undertaking are abbreviated as shown below.
Registered address
Abbreviation
Titanic Suites, 55-59 Adelaide Street, Belfast, United Kingdom
ADE
138
Cecil Street #06-01 Cecil Court, Singapore 069538
CEC
Suite 215/216 Fort Dunlop, 2
nd
Floor, Fort Parkway, Birmingham B24 9FD, United Kingdom
FOR
Gate Village, Building 10, Dubai International Financial Centre, Dubai
GAT
C-515, Kailash Esplanadel. B.S. Marg, Ghatkopar, Mumbai, Maharashtra, India, 400086
KAI
Second Floor West Tower, Maude Street, Nelson Mandela Square, Sandton, 2196, South Africa
MAU
1209
Orange Street, Delaware 19801, United States
ORA
Suite 2111,
21/F., Prudential Tower, The Gateway, Harbour City, 21 Canton Road, Tsimshatsui, Kowloon, Hong Kong
PRU
Adelaide House, 90 Upper George’s Street, Dun Laoghaire, Dublin, Ireland, A96 R8R9
UPP
Unit 30-01, Vertical Business Suite Avenue 3, Bangsar South, No.8, Jalan Kerinchi, 59200, Kuala Lumpur
VER
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Wilmington plc Annual Report and Financial Statements 2025 158
Notes to the financial statements continued
16. Trade and other receivables
Group
Company
Contract assets
547
523
—
—
Amounts due from subsidiaries
—
—
162,949
125,969
21,226
20,339
163,057
126,053
Amounts due from all subsidiaries are interest free, unsecured and repayable on
demand with the intention to repay within the year. Expected credit losses on
amounts due from subsidiaries are immaterial.
17. Trade and other payables
Group
Company
5,021
—
—
2,353
738
330
14,499
3,298
3,452
Other payables
483
700
222
—
Amounts due to subsidiaries
—
—
123,402
127,549
52,439
50,460
127,660
131,331
Amounts due to subsidiaries are interest free, unsecured and repayable on demand.
They may be settled via cash or non-cash transactions.
The increase in contract liabilities at 30 June 2025 materially comprises the inclusion
of Phoenix Health & Safety.
18. Financial instruments and risk management
The Group’s financial instruments arise from its operations (for example trade
receivables and trade payables), from the financing of its operations (for example
equity) and from its risk management activities (for example interest rate swaps and
forward currency contracts). The risks to which the Group is exposed include liquidity
and capital risk, foreign currency risk, and credit risk.
Interest rate risk
Risk
The Group is not currently exposed to cash flow volatility arising from fluctuations in
market interest rates due to the Group net cash position.
Group policy for interest rate risk management
The Group policy for interest rate risk management is to enter into interest rate swap
contracts if beneficial to do so. This decision is based on whether the contract would
maintain the ratio of fixed to variable rate debt at a level that achieves a reasonable
cost of debt whilst reducing the exposure to cash flow volatility arising from
fluctuations in market interest rates.
There were no such financial instruments in place during the year ended 30 June
2025 or 30 June 2024.
Liquidity and capital risk
Risk
The Group’s activities give rise to working capital obligations and other operational
cash outflows. The Group is consequently exposed to the risk that it cannot meet its
obligations as they fall due or can only meet them at an uneconomic price.
Group policy
The Group policy is to preserve a strong capital base in order to maintain investor,
creditor and market confidence and to safeguard the future development of the
business and to balance these objectives with the efficient use of capital.
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Wilmington plc Annual Report and Financial Statements 2025 159
Notes to the financial statements continued
18. Financial instruments and risk management continued
Liquidity and capital risk continued
Risk management arrangements
The Group determines its liquidity requirements by the use of short- and
long term cash forecasts. The Group enters into short-, medium- and long term
financial instruments when deemed necessary to support operational and other
funding requirements.
The following tables provide a maturity analysis of the remaining contractually
agreed cash flows for the Group’s non-derivative financial liabilities on an
undiscounted basis, which therefore differ from the carrying value and fair value:
Group
Lease liabilities
415
415
653
—
1,483
Trade and other
payables and accruals
16,158
—
—
—
16,158
16,573
415
653
—
17,641
Liabilities held for sale
104
—
—
—
104
Lease liabilities
1,199
475
1,134
151
2,959
Trade and other
payables and accruals
20,220
—
—
—
20,220
21,523
475
1,134
151
23,283
Company
Lease liabilities
149
149
335
—
633
and amounts due to
subsidiary undertakings
126,922
—
—
—
126,922
127,071
149
335
—
127,555
Lease liabilities
893
202
605
151
1,851
undertakings
127,549
—
—
—
127,549
128,442
202
605
151
129,400
Foreign currency risk
Risk
The currency of the primary economic environment in which the Group operates
is Sterling, and this is also the currency in which the Group presents its financial
statements. However, the Group has US Dollar linked cash flows arising from
international trading and overseas operations. The Group is consequently exposed
to cash flow volatility arising from fluctuations in the applicable exchange rate for
converting US Dollars to Sterling.
Group policy
The Group policy is to manage foreign currency risk, and to fix the exchange rate
when deemed necessary to manage the exchange rate risk relating to foreign net
cash inflows. Decisions are approved by the Board as part of the budgeting process
and upon the acquisition of foreign operations.
There were no forward contracts entered into during the year ended 30 June 2025
or 30 June 2024 due to the Group deeming the risk as not significant.
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Wilmington plc Annual Report and Financial Statements 2025 160
Notes to the financial statements continued
18. Financial instruments and risk management continued
Credit risk
Risk
The Group’s principal financial assets are receivables and bank balances. The Group
is consequently exposed to the risk that its customers or the banks cannot meet their
obligations as they fall due.
Group policy
The Group policy is to assess the creditworthiness and financial strength of
customers at inception and on an ongoing basis. The Group also reviews the credit
rating of its banks. Cash is held in banks with a credit rating between AAA to BBB
per Fitch (Investment Grade) at 08 September 2025.
Risk management arrangements
The Group’s credit risk is primarily attributable to its trade receivables. However, the
Group has no significant exposure to credit risk because its trading is spread over
a large number of customers. The payment terms offered to customers take into
account the assessment of their creditworthiness and financial strength, and they
are set in accordance with industry standards. The creditworthiness of customers is
considered before trading commences. Most of the Group’s customers are large and
well-established institutions that pay on time and in accordance with the Group’s
standard terms of business.
The amounts presented in the balance sheet are net of the expected credit loss
allowance. The Group applies a simplified approach to measure the expected credit
loss allowance for trade receivables classified at amortised cost, using the lifetime
expected loss provision.
The Group assesses on a forward-looking basis the expected credit losses
associated with its financial assets carried at amortised cost. Expected credit losses
are updated at each reporting date to reflect changes in credit risk.
The expected credit loss on trade receivables is estimated using a provision matrix
by reference to past default experience and credit rating, taking into account
forward-looking factors including general economic conditions and an assessment of
the current and forecast conditions at the reporting date.
The following table details the risk profile of trade receivables based on the Group’s
provision matrix.
Gross carrying
amount
11,276
2,767
1,451
1,273
609
2,275
19,651
0%
0%
0%
0%
1.92%
99.09%
10.72%
Expected credit loss
0
0
0
0
(12)
(2,095)
(2,107)
amount
11,276
2,767
1,451
1,273
597
180
17,544
Gross carrying
amount
11,164
1,923
1,598
915
527
1,593
17,720
0%
0%
0%
0%
4.35%
99.94%
9.12%
Expected credit loss
—
—
—
—
(23)
(1,593)
(1,616)
amount
11,164
1,923
1,598
915
504
—
16,104
Set out below is the movement for the year in the expected credit loss relating to
trade receivables.
Allowances used
(300)
(167)
Allowances reversed
(520)
(918)
Allowances at 30 June
2,107
1,616
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Wilmington plc Annual Report and Financial Statements 2025 161
Notes to the financial statements continued
18. Financial instruments and risk management continued
Fair value of financial assets and financial liabilities
The table below sets out the accounting classification and the carrying and fair values of all of the Group’s financial assets and financial liabilities. The carrying value of
these financial instruments approximates their fair value.
Group
Cash and cash equivalents
42,239
Trade and other receivables
17,475
Deferred consideration receivable
16,702
Trade and other payables
(16,158)
Lease liabilities
(1,396)
Cash and cash equivalents
67,515
Trade and other receivables
16,474
Deferred consideration receivable
1
Assets held for sale
744
Trade and other payables
(20,220)
Lease liabilities
(2,828)
Liabilities held for sale
(104)
Cash and cash equivalents
30,959
Trade and other receivables
163,057
Trade and other payables
(126,922)
Lease liabilities
(559)
Cash and cash equivalents
56,688
Trade and other receivables
126,053
Trade and other payables
(131,001)
Lease liabilities
(1,761)
1. In the prior year deferred consideration receivable was incorrectly classified as fair value level 3 and was correctly reclassified to amortised cost because it is deferred in the form of loan notes.
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Wilmington plc Annual Report and Financial Statements 2025 162
Notes to the financial statements continued
19. Deferred tax
Movements on deferred tax assets are as follows:
At 30 June 2023
845
166
312
—
—
(233)
(772)
318
Deferred tax credit/(charge) in the income statement for the year
(466)
(24)
(380)
707
(715)
(88)
541
(425)
Deferred tax credit included directly in equity for the year
379
—
—
—
—
—
—
379
Effect on deferred tax of a change in the corporation tax rate
184
36
68
—
—
120
—
480
Deferred tax for acquired intangibles on acquisition
—
—
—
—
—
(1,991)
—
(1,991)
Exchange translation difference
—
(36)
—
—
—
—
(4)
(40)
At 30 June 2024
942
142
—
707
(715)
(2,192)
(235)
(1,351)
Deferred tax credit/(charge) in the income statement for the year
(66)
(23)
—
(362)
359
206
(2)
112
Deferred tax charge included directly in equity for the year
(95)
—
—
—
—
—
—
(95)
Deferred tax for acquired intangibles on acquisition
—
—
—
—
—
(2,517)
—
(2,517)
Exchange translation difference
—
(10)
—
—
—
—
20
10
At 30 June 2025
781
109
—
345
(356)
(4,503)
(217)
(3,841)
The liability for deferred tax on acquired intangibles relates to the acquisition of Phoenix Health & Safety.
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Wilmington plc Annual Report and Financial Statements 2025 163
Notes to the financial statements continued
19. Deferred tax continued
The following is the analysis of the net deferred tax liability balances:
Deferred tax assets
1,235
1,791
Deferred tax liabilities
(5,076)
(3,142)
(3,841)
(1,351)
Asset at 30 June 2023
—
—
845
845
Deferred tax (charge)/credit in the income statement for the year
438
(456)
(466)
(484)
Deferred tax credit included directly in equity for the year
—
—
379
379
Effect on deferred tax of a change in the corporation tax rate
—
—
184
184
At 30 June 2024
438
(456)
942
924
Deferred tax (charge)/credit in the income statement for the year
(281)
316
(66)
(31)
Deferred tax credit included directly in equity for the year
—
—
(95)
(95)
At 30 June 2025
157
(140)
781
798
The following is the analysis of the net deferred tax asset balances:
Deferred tax assets
938
1,380
Deferred tax liabilities
(140)
(456)
798
924
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Wilmington plc Annual Report and Financial Statements 2025 164
Notes to the financial statements continued
20. Share capital
At 30 June 2023
88,168,807
4,408
45,553
(786)
49,175
Issue of shares
1,406,205
71
1,910
—
1,981
ESOT
—
—
—
127
127
ESOT
—
—
—
40
40
treasury shares
—
—
—
1
1
At 30 June 2024
89,575,012
4,479
47,463
(618)
51,324
Issue of shares
657,403
33
207
—
240
premium
1
—
—
(1,085)
—
(1,085)
ESOT
—
—
—
242
242
purchases
—
—
—
(3,388)
(3,388)
ESOT
—
—
—
37
37
At 30 June 2025
90,232,415
4,512
46,585
(3,727)
47,370
At 30 June 2023
88,168,807
4,408
45,553
(30)
49,931
Issue of shares
1,406,205
71
1,910
—
1,981
treasury shares
—
—
—
1
1
At 30 June 2024
89,575,012
4,479
47,463
(29)
51,913
Issue of shares
657,403
33
207
—
240
Correction to
share premium
1
—
—
(1,085)
—
(1,085)
purchases
—
—
—
(3,388)
(3,388)
At 30 June 2025
90,232,415
4,512
46,585
(3,417)
47,680
1. During the year we have made an immaterial correction to the share premium account which resulted in a reclassification
to retained earnings.
In October 2024 Wilmington issued 657,403 ordinary voting shares of £0.05 to
satisfy the Company’s obligations under its Performance Share Plan.
During the year 39,751 shares held by the Employee Share Ownership Trust
(‘ESOT’) were used to satisfy the Company’s obligations under the SAYE Plan and
95,736 shares held by the ESOT to satisfy the Company’s obligations under its
Performance Share Plan.
At 30 June 2025, the ESOT held 104,167 shares (2024: 244,522) in the Company,
which represents 0.1% (2024: 0.3%) of the called up share capital.
During the year 948,428 treasury shares were purchased under the Company’s
share repurchase programme of its ordinary shares. During the year 1,224 shares
held in treasury were used to satisfy the Company’s obligations under the SAYE
Plan At 30 June 2025, 952,021 shares (2024: 4,817) were held in treasury, which
represents 1.1% (2024: 0.1%) of the share capital of the Company.
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Wilmington plc Annual Report and Financial Statements 2025 165
Notes to the financial statements continued
21. Share based payments
The Group’s share based payment arrangements are as follows:
a) Performance Share Plan (‘PSP’) awards, applying to Executives;
b) Performance Share Plan (‘PSP’) awards, applying to the Senior Leadership Team;
c) Share Option Plan (‘Options’), applying to the Senior Leadership Team; and
d) An employee Save As You Earn (‘SAYE’) scheme, for UK based employees.
An expense of £2,045,000 (2024: £1,865,000) was recognised in the income
statement of the Group for share based payments. Of this expense £2,045,000
(2024: £1,865,000) was recognised in the parent company income statement.
During the year ended 30 June 2025, the following events have occurred in respect
of each scheme.
a) PSP awards, applying to Executives
Details of Directors’ share awards are set out in the Directors’ Remuneration report.
Under the Wilmington plc 2017 Performance Share Plan:
award
Date of vesting
September 2021
Nil
September 2024
353,175
—
(353,175)
—
—
February 2022
Nil
September 2024
27,307
—
(27,307)
—
—
September 2022
Nil
September 2025
359,162
—
—
(2,639)
356,523
September 2023
Nil
September 2026
343,326
—
—
(17,574)
325,752
September 2024
Nil
September 2027
—
311,340
—
(26,599)
284,741
412,201 awards vested on 15 October 2024 at a share price of £4.01.
311,340 awards were granted to Executives in September 2024 with a fair value of
£3.74 per award.
The performance conditions of the awards granted in September 2022 are based
on the proportions below:
• 65.0% earnings per share (‘EPS’); and
• 35.0% organic growth (‘ORG’).
The performance conditions of the awards granted in September 2023 are based on
the proportions below:
• 65.0% earnings per share (‘EPS’); and
• 35.0% organic growth (‘ORG’).
The performance conditions of the awards granted in September 2024 are based on
the proportions below:
• 65.0% earnings per share (‘EPS’); and
• 35.0% organic growth (‘ORG’).
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Wilmington plc Annual Report and Financial Statements 2025 166
Notes to the financial statements continued
21. Share based payments continued
a) PSP awards, applying to Executives continued
The awards granted to Executives in September 2024 were valued using the Black
Scholes and Stochastic methods with the following assumptions:
• expected volatility (%): 29.05;
• risk-free interest rate (%): 3.85;
• expected life (years): 3.0; and
• expected dividends (%): nil.
Expected volatility was determined by reference to the historical volatility of the
Group’s share price. The expected life used in the model is the mid-point of the
exercise period. Expected dividend assumptions reflect the impact of dividends
in lieu in respect of awards made to Executives. These do not apply to awards or
options made to the Senior Leadership Team.
b) PSP awards, applying to the Senior Leadership Team
Under the Wilmington plc 2017 Performance Share Plan:
award
Date of vesting
September 2021
Nil
September 2024
87,441
—
(87,441)
—
—
February 2022
Nil
September 2024
7,270
—
(7,270)
—
—
September 2022
Nil
September 2025
81,211
—
—
(4,182)
77,029
December 2022
Nil
September 2025
5,299
—
—
—
5,299
April 2023
Nil
September 2025
2,569
—
—
(1,512)
1,057
September 2023
Nil
September 2026
93,546
—
—
(16,094)
77,452
April 2024
Nil
September 2026
14,051
—
—
(6,906)
7,145
September 2024
Nil
September 2027
—
84,230
—
(6,513)
77,717
The fair value of the awards granted on 30 September 2024 was £3.68 per award.
The performance conditions of the awards granted in September 2024 are based on
the proportions shown below:
• 65.0% earnings per share (‘EPS’); and
• 35.0% organic growth (‘ORG’).
The awards granted in September 2024 were valued using the Black Scholes
method with the following assumptions:
• expected life (years): 3.00; and
• expected dividends (%): 2.83.
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Wilmington plc Annual Report and Financial Statements 2025 167
Notes to the financial statements continued
21. Share based payments continued
c) Options
On 30 September 2024, the Company awarded share options to selected key management. This is a discretionary scheme which enables a company to grant share options
to selected employees. The exercise price of the granted options is equal to the market price of the shares on the date of the grant. Options are conditional on the employee
completing three-years’ service (the vesting period) so act as a lock-in incentive; the options have a contractual option term of ten years (or six months if the employee
leaves the Company). The options are exercisable starting three-years from the grant date, subject to the Group achieving growth in earnings per share in line with the
targets set out in the deed of grant. The Group has no legal or constructive obligation to repurchase or settle the options in cash.
Movements in the number of share options outstanding and their related weighted average exercise price are as follows:
£
Date of vesting
September 2019
2.080
September 2022
41,238
—
(41,238)
—
—
September 2020
1.225
September 2023
43,638
—
(41,238)
—
—
September 2021
2.228
September 2024
129,948
—
(110,997)
—
18,851
February 2022
2.420
September 2024
10,905
—
(10,905)
—
—
September 2022
2.820
September 2025
121,814
—
—
(6,272)
115,542
December 2022
2.862
September 2025
7,949
—
—
—
7,949
April 2023
3.016
September 2025
3,854
—
—
(2,269)
1,585
September 2023
3.102
September 2026
140,443
—
—
(24,141)
116,302
April 2024
3.102
September 2026
23,254
—
—
(10,360)
12,894
September 2024
4.010
September 2027
—
126,344
—
(9,770)
116,574
The fair value of the options granted on 30 September 2024 was £1.23 per option.
The options granted in September 2024 were valued using the Black Scholes
method with the following assumptions:
• expected volatility (%): 35.33;
• risk-free interest rate (%): 3.88;
• expected life (years): 6.50; and
• expected dividends (%): 2.83.
Expected volatility was determined by reference to the historical volatility of the
Group’s share price. The expected life used in the model is the mid-point of the
exercise period.
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Wilmington plc Annual Report and Financial Statements 2025 168
Notes to the financial statements continued
21. Share based payments continued
d) Save As You Earn Options
On 6 April 2023, Save As You Earn Options with a per share exercise price of £2.45
over 426,206 ordinary shares in the Company were granted under the Wilmington
SAYE Plan 2018 to employees of the Company and its subsidiaries. At 30 June 2025
there were 267,037 (2024: 390,584) shares for which options were outstanding.
On 19 April 2024, Save As You Earn Options with a per share exercise price of £2.81
over 250,969 ordinary shares in the Company were granted under the Wilmington
SAYE Plan 2018 to employees of the Company and its subsidiaries. At 30 June 2025
there were 217,078 (2024: 249,048) shares for which options were outstanding.
On 8 April 2025, Save As You Earn Options with a per share exercise price of £2.83
over 145,091 ordinary shares in the Company were granted under the Wilmington
SAYE Plan 2018 to employees of the Company and its subsidiaries. At 30 June 2025
there were 145,091 (2024: nil) shares for which options were outstanding.
The exercise prices of £2.45, £2.81 and £2.83 relating to the 2023 SAYE Options,
the 2024 SAYE Options and the 2025 SAYE Options respectively were calculated
in accordance with the rules as set out in the SAYE Scheme. The SAYE Options will
normally vest and become exercisable over a three-year vesting period from the
date of grant and can be exercised within six months following vesting.
22. Lease liabilities
The Group enters into leases of buildings in relation to offices and business premises
in the geographical locations in which they operate.
The following table shows movement in lease liabilities in the year:
Group
£’000
At 1 July 2023
7,210
Lease payments
(881)
Interest expense for lease liabilities
175
Lease modification
(2,658)
Additions
336
Disposal of subsidiary
(1,300)
Exchange translation differences
(54)
At 30 June 2024
2,828
At 30 June 2025
1,396
Company
£’000
Interest expense for lease liabilities
141
Lease modification
(2,658)
At 30 June 2024
1,761
At 30 June 2025
559
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Wilmington plc Annual Report and Financial Statements 2025 169
Notes to the financial statements continued
22. Lease liabilities continued
The following table shows the discounted lease liabilities included in the Group and
Company balance sheets:
Group
Company
Current
478
1,257
178
923
Non-current
918
1,571
381
838
1,396
2,828
559
1,761
A reconciliation of the movement in the right-of-use assets is included in note 14.
The maturity analysis of lease liabilities on a contractual undiscounted cash flow
basis is included in note 18. Amounts recognised through the Consolidated income
statement in respect of short-term leases and low-value leases are included in note
4. The total cash outflow for leases was £1,341,000 (2024: £881,000) with the
year-on-year decrease relating to a difference in the timing of payments. There are
no leases with variable payments.
Contracts entered into by the Group have a wide range of terms and conditions
but generally do not impose any additional covenants. Extension and termination
options provide the Group with additional operational flexibility. These options are
included in the lease term if the Group considers it reasonably certain that the lease
will be extended or terminated.
23. Provisions
At 1 July 2023
1,228
—
1,228
term
(767)
—
(767)
Utilised in the year
(308)
—
(308)
At 30 June 2024
153
—
153
Addition
—
5,896
5,896
Utilised in the year
(153)
—
(153)
—
5,896
5,896
The addition during the year comprises earnouts recognised in relation to acquisition
activity. The provision is of an uncertain amount due to estimation and forecasting
uncertainties as it is based on discounted expected future cash flows. The provision
reflects the Group’s best estimate of the liability as at 30 June 2025 and the liability
will contain less judgment once we reach each target over the next three years.
This assessment has been made having considered the sensitivity of the provision
for possible changes in key assumptions such as the discount rate and expected
future cash flows. A 10% increase in EBITDA for each financial period would result
in an increase to the provision of £500k at 30 June 2025. The provision utilised
was in respect of the London head office exited in November 2024. The Group has
reviewed the provisions held and concluded no adjustments are required for climate
change risks.
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Wilmington plc Annual Report and Financial Statements 2025 170
Notes to the financial statements continued
24. Commitments
The Group had no (2024: none) capital commitments contracted but not provided for
in relation to property, plant and equipment at 30 June 2025.
25. Related party transactions
The Company and its wholly owned subsidiary undertakings offer certain
Group-wide purchasing facilities to the Company’s other subsidiary undertakings
whereby the actual costs are recharged.
The Company has made no recharges (2024: £nil) to its fellow Group undertakings
in respect of management services.
Amounts due from and to subsidiary undertakings by the Company are set out in
notes 16 and 17 respectively.
During the year, the Company received dividends of £29,224,000 from subsidiaries
largely via non-cash intercompany settlements (2024: £5,157,000).
There were no (2024: £nil) transactions with related parties of key management
personnel during the year.
26. Staff and their pay and benefits
a) Employee costs from continuing operations (including Directors) were as follows:
Group
Company
Wages and salaries*
35,714
36,440
2,914
2,439
Social security costs
4,435
4,188
414
337
Other pension costs
1,119
1,084
40
40
costs)
2,045
1,865
2,045
1,865
43,313
43,577
5,413
4,681
* Excluded from wages and salaries in the Group figures are redundancy costs in the year of £157,854 (2024: £298,624).
Company none (2024: £nil)
b) Remuneration of key management personnel that held office for part or all of the
year (2025: 9 people; 2024: 10 people), which includes the Directors and other
key management personnel, is shown in the table to the right.
Group
Company
benefits
4,520
3,623
4,065
3,324
Post-employment benefits
60
56
49
45
Share based payments
1
1,832
1,473
1,714
1,473
6,412
5,152
5,828
4,842
1. Share based payments was restated in this table at 30 June 2024 from £1,313k to £1,473k to correctly take account of
all members.
All key management personnel are part of the Executive Committee. More detailed
information concerning Directors’ remuneration, shareholdings, pension entitlement,
share options and other Long Term Incentive Plans (‘LTIPs’) is shown in the audited
part of the Directors’ Remuneration report on pages 96 to 104 which forms part of
the consolidated financial statements.
c) The average monthly number of employees from continuing operations
(including Directors) employed by the Group was as follows:
Group
Company
Revenue delivery
359
373
—
—
Administration
263
274
14
16
622
647
14
16
Total full-time equivalents from continuing operations at 30 June 2025 were 591
(2024: 582).
d) Retirement benefits:
The Group contributes to defined contribution pension schemes. Total contributions
to the schemes during the year from continuing operations were £1,119,000
(2024: £1,084,000).
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Wilmington plc Annual Report and Financial Statements 2025 171
Notes to the financial statements continued
27. Cash generated from operations
Group
Company
From continuing and
discontinued operations:
Profit/(loss) before tax from
continuing operations
18,412
24,208
20,620
(22,854)
Profit before tax from
discontinued operations
—
24,694
—
—
Adjusting item – gain on disposal of
subsidiaries included in continuing
operations
(1,815)
(5,465)
—
—
Adjusting item – gain on disposal of
subsidiaries included in discontinued
operations
—
(21,367)
—
—
Adjusting item – gain on sale of
property, plant and equipment and lease
modification (see note 4a)
—
(2,189)
—
—
Adjusting items
8,607
598
4,396
9,940
Depreciation of property, plant and
equipment included in operating expenses
619
1,851
—
—
(continuing and discontinued)
2,529
3,662
—
—
Impairment of goodwill
—
4,434
—
—
security costs)
2,045
1,865
2,045
1,865
Net finance income
(3,850)
(1,997)
(1,995)
(1,840)
in working capital
26,547
30,294
25,066
(12,889)
Decrease/(increase) in trade and
other receivables
405
(2,784)
957
14,136
(Decrease)/increase in trade and
other payables
(7,230)
2,545
(6,033)
27,312
Increase/(decrease) in provisions
5,742
(308)
5,896
—
Cash generated from operations before
adjusting items
25,464
29,747
25,886
28,559
In the prior year adjusting items of £9,940k was incorrectly classified as depreciation
of PPE in the above table. It has been corrected above to adjusting items.
Cash conversion is calculated as a percentage of cash generated by operations to
adjusted EBITA as follows:
Adjusted EBITA from continuing operations (note 2)
23,851
21,679
Adjusted EBITA from discontinued operations
—
3,874
Share based payments (including social security costs)
2,045
1,865
Amortisation of intangible assets – computer software (continuing
and discontinued)
32
1,025
Depreciation of property, plant and equipment (continuing and
discontinued)
619
1,851
Operating cash flows before movement in working capital
26,547
30,294
Net working capital movement
(1,083)
(547)
Funds from operations before adjusting items
25,464
29,747
Cash conversion
107%
116%
Operating cash flows before movement in working capital
26,547
30,294
Proceeds on disposal of property, plant and equipment
—
884
Net working capital movement
(1,083)
(547)
Interest received
1,964
1,946
Payment of lease liabilities
(1,341)
(881)
Tax paid
(7,171)
(7,115)
Purchase of property, plant and equipment
—
(132)
Purchase of intangible assets
—
(235)
Free cash flow
18,916
24,214
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Wilmington plc Annual Report and Financial Statements 2025 172
Notes to the financial statements continued
28. Reconciliation of net cash movements
Group
Company
Cash and cash equivalents at beginning of the year
67,515
42,173
56,688
27,483
Cash classified as held for sale at beginning of the year
293
—
—
—
Lease liabilities at beginning of the year
(2,828)
(7,210)
(1,761)
(4,647)
Net cash at beginning of the year including lease liabilities
64,980
34,963
54,927
22,836
Net (decrease)/increase in cash and cash equivalents
(25,569)
25,635
(25,729)
29,205
Movement in lease liabilities
1,432
4,382
1,202
2,886
Cash and cash equivalents at end of the year
42,239
67,515
30,959
56,688
Cash classified as held for sale at end of the year
—
293
—
—
Lease liabilities at end of the year
(1,396)
(2,828)
(559)
(1,761)
Net cash at end of the year including lease liabilities
40,843
64,980
30,400
54,927
Please refer to note 22 for a breakdown of the movements in lease liabilities.
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Wilmington plc Annual Report and Financial Statements 2025 173
Notes to the financial statements continued
29. Events after the reporting period
Proposed acquisition
In August 2025, post year-end, the Group agreed to acquire Conversia for €121.6m
(£105m), a business operating in the Spanish GRC and regulatory compliance
market. Conversia operates in the large, growing and rapidly evolving Spanish GRC
and regulatory compliance market, providing proprietary RegTech documentation
generation software solutions, primarily in the Data Privacy sector.
Conversia enables an addressable target market of 3.2 million SMEs and
homeowner associations in Spain to comply with a wide range of legally required
regulations. Data Privacy is at the core of the proposition. Conversia also offers
complementary training solutions with all course materials developed internally.
Conversia is the market leader in its sector with significant market headroom and
growth opportunities. It is managed by an experienced and successful management
team headquartered in Barcelona, Spain, who are incentivised to remain in the
business for a minimum of five years.
The Acquisition is a further execution of the Group’s strategy to expand its positions
in the GRC markets, and grow its quality of revenues and profits, both organically
and through acquisitions, by investing in its business and actively managing
its portfolio of brands. It also expands Wilmington’s position in a new sector,
Data Privacy.
The Group is paying a consideration of €121.6 million (£105.0 million) in cash
on completion of the Acquisition. The consideration will be financed through a
combination of the Group’s existing cash resources (£35 million) and an £80 million
new debt facility to be entered into prior to Completion. Further details regarding
the new debt facilities will be announced at the relevant time. At Completion of the
Acquisition, the Group’s debt leverage ratio will be in the region of 2x, reducing to
below this level within the first full year.
The Acquisition is expected to be earnings accretive in the first full year of
ownership. Conversia recorded revenues of €36.6 million in the year to 30 June
2025 and €9.3 million of EBITDA. It has seen double-digit revenue growth rates
in recent years and improving profit margins, which Wilmington anticipates will
continue. Its subscription-based revenue model ensures high levels of annual
recurring revenue (over 70 per cent. of total revenue). Conversia had gross assets
of €23.1 million at 30 June 2025. Completion of the Acquisition is conditional upon
receiving Foreign Direct Investment clearance in Spain, which is expected between
eight to twelve weeks from August 2025, subject to customary requests or inquiries
for information from the relevant authorities.
At the date of this announcement, the initial accounting for the business acquisition
including fair value accounting is incomplete because we do not yet own the
entity and are going through a process to acquire the business with the relevant
authorities. Accordingly, the Group has not finalised the accounting and does not yet
have the relevant date to calculate opening balances from.
Decision to start a process to sell FRA
In September 2025 we made the decision to start a process to sell FRA, our US
events business, as its products have limited digital capabilities and its revenue
characteristics closely resemble the media businesses we have moved away from,
and this will improve our quality of earnings. The decision has not yet met the criteria
to classify as a business held for sale under IFRS 5, because as at the annual report
signing date the sale is not highly probable as we have not yet initiated an active
plan to locate a buyer.
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Wilmington plc Annual Report and Financial Statements 2025 174
Pro forma five year financial summary (unaudited)
Pro forma five-year financial summary (unaudited)
2021
3
£’m
2022
£’m
2023
£’m
2024
£’m
2025
£’m
Revenue 113.0 121.0 93.1 98.3 101.5
Operating expenses (before adjusting items) (96.4) (99.4) (73.8) (76.6) (77.6)
Adjusted EBITA 16.6 21.6 19.3 21.7
23.9
Other adjusting items (3.0) 0.1 (0.1) (0.6)
(8.6)
Gain on disposal of property, plant and equipment and lease modification — 1.3 — 2.2
—
Gain on disposal of business operations 3.4 — — —
—
Gain on disposal of subsidiaries 0.8 16.3 2.2 5.4
1.8
Net gain on financing activities — 0.8 — —
—
Amortisation of intangible assets excluding computer software (3.4) (2.5) (1.1) (2.1) (2.5)
Impairment of goodwill (14.8) (0.6) — (4.4) —
Operating profit/(loss) (0.4) 37.0 20.3 22.2 14.6
Net finance income/(expense) (1.6) (0.9) 0.2 2.0 3.8
Profit/(loss) on ordinary activities before tax (2.0) 36.1 20.5 24.2 18.4
Taxation (2.5) (3.3) (3.3) (7.1) (6.8)
Profit/(loss) on ordinary activities after tax (4.5) 32.8 17.2 17.1 11.6
Profit from discontinued operations — — 3.0 24.1 —
Profit/(loss) for the year (4.5) 32.8 20.2 41.2 11.6
Adjusted profit before tax 15.0 20.7 19.5 23.7 27.7
Cash generated from operations before adjusting items 17.3 24.6 33.2 29.7 25.5
Basic earnings/(loss) per ordinary share (pence) (5.18) 37.46 19.51 19.33 12.87
Diluted earnings/(loss) per ordinary share (pence) (5.18) 36.98 19.03 18.96 12.67
Adjusted earnings per ordinary share (pence) 13.62 18.66 16.57 19.38 23.07
Interim and proposed final dividend per share (pence) 6.0 8.2 10.0 11.3 11.5
Dividend cover (times)
1
2.3 2.3 2.1 2.0 2.0
Return on sales (%)
2
14.7 17.9 19.5 22.1 23.5
1. Dividend cover – adjusted earnings per ordinary share divided by the interim and proposed final dividend per share.
2. Return on sales – adjusted EBITA divided by revenue.
3. The results for financial years 2021 to 2022 have not been adjusted for the impact of discontinued operations.
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Wilmington plc Annual Report and Financial Statements 2025 175
Advisors and corporate calendar
Joint Stockbrokers
Berenberg
60 Threadneedle St
London
EC2R 8HP
Numis Securities Limited
45 Gresham Street
London
EC2V 7BF
Independent auditor
Grant Thornton UK LLP
8 Finsbury Circus
London
EC2M 7EA
www.grantthornton.co.uk/office-locations/london/
Solicitors
Osborne Clarke
One London Wall
London
EC2Y 5EB
www.osborneclarke.com/locations/uk/london
Principal bankers
Barclays Bank plc
1 Churchill Place
Canary Wharf
London
E14 5HP
Registrars
Equiniti Limited
Highdown House
Yeoman Way
Worthing
BN99 3HH
Shareholder helpline
+44 (0) 371 384 2855
Corporate calendar
Announcement of final results
22 September 2025
Annual General Meeting
25 November 2025
Announcement of interim results
March 2026
Registered and business address
Wilmington plc
Suite 215/216 Fort Dunlop
2nd Floor
Fort Parkway
Birmingham
B24 9FD
Tel: +44 (0)121 355 0900
www.wilmingtonplc.com
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WLMB19151