Half-year Financial Report

26 February 2026

Wilmington plc

Solid growth and continued investment in proprietary RegTech platform

Wilmington plc, (LSE: WIL, 'Wilmington' or 'the Group') the GRC RegTech services group, today announces its half year results for the six months ended 31 December 2025 (H1 FY26).

Financial performance

Highlights

· Strong ongoing revenue growth, up 17%. Organic1 revenue growth of 4%.

§ Repeat revenues[5] now 73% of ongoing revenues (H1 FY25: 71%).

§ Organic recurring revenues[6] 38% (H1 FY25: 38%).

· Ongoing adjusted EBITA up 9% to £10.4m. Ongoing adjusted PBT steady at £11.8m (H1 FY25: £11.8m). As expected acquisitions caused a short-term impact on margins.

· Net debt at 31 Dec 25 £65.0m (net cash at 31 Dec 24: £31.3m; 30 Jun 25: £42.2m) reflecting good cash conversion offset by acquisition of Conversia for £105.2m (£101.9m net of cash received).

· Continued portfolio enhancement with Conversia acquisition in Dec 2025 - expands international position in the growing GRC Data Privacy markets and further improves quality of Group revenues and profits.

· Continued investment in the development of single proprietary RegTech platform.

· Overall trading for FY26 in line with market expectations[7] with a strong contracted order book for H2.

Mark Milner, Chief Executive Officer, commented:

"Our ongoing businesses have continued to perform well with solid organic revenue growth and good cash conversion, supported by consistent strong levels of repeat revenues.

"In December 2025, we completed the acquisition of Conversia, a Spanish GRC and Regulatory Compliance business. This earnings enhancing acquisition significantly extends our reach in the GRC markets and opens up new opportunities in the large and growing regulated Data Privacy sector. Conversia is delivering high quality revenues, of which greater than 70% are annually recurring, and is performing ahead of forecast.

"Over the last six years we have transformed Wilmington from being a media company operating as distinct divisions into a tightly focussed GRC RegTech services group, based on our proprietary RegTech platform with embedded AI.

"Our strong contracted order book and repeat business gives us good visibility for continuing growth, with trading in the current financial period continuing to be in line with market expectations7."

The information contained within this announcement is deemed to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014. Upon the publication of this announcement this inside information is now considered to be in the public domain.

Notes to Editors

Wilmington plc is an international Governance, Risk and Compliance (GRC) RegTech services group providing a range of regulatory learning & training, regulation intelligence & data capabilities across the HSE (Health, Safety and ESG), legal, data privacy and financial services sectors.

The Group has a proprietary RegTech platform with embedded AI, employing the Model Context Protocol (MCP) to interface through an orchestration layer with its many enterprise systems. It has developed its own Autonomous Responsive Intelligence Assistant (ARIA) which enables it to connect or link, manage or automate activities across multiple data repositories, software and different AI models.

Wilmington employs over 1,100 people and sells to around 120 countries. Wilmington is listed on the main market of the London Stock Exchange.

Overview

We have continued to deliver solid and sustainable organic revenue and EBITA growth as well as good cash generation. We continue to deliver on our strategy, with the highlight in the period being the completion of the £105.2m acquisition of Conversia in December 2025.

Ongoing revenue was up 17% at £47.7m with organic revenue growth of 4%, after removing the impact of acquisitions and currency movements.

Repeat revenues, including the organic recurring revenues from existing customers, made up 73% of our ongoing revenues in H1 FY26 (H1 FY25: 71%). Recurring revenues from organic businesses were 38% of total revenues (H1 FY25: 38%) with strong retention rates continuing, highlighting the resilience of the Group's business model.

Ongoing adjusted profit before tax was £11.8m (H1 FY25: £11.8m) reflecting lower interest income in H1. Ongoing adjusted basic earnings per share was 9.92p (H1 FY25: 9.90p). The interim dividend is being increased by 3% to 3.10p (H1 FY25: 3.00p), keeping dividend cover of at least 2.0 times.

Operating cash conversion was 70% (H1 FY25: 72%), with net debt excluding lease liabilities of £65.0m (net cash at 30 June 2025: £42.2m), reflecting the £101.9m spent on the acquisition of Conversia net of cash received. Usual first half outflows of working capital will be offset by increased revenue collections in H2, when most subscriptions are billed and collected.

The acquisition of Conversia was a significant implementation of the Group's strategy to expand its positions in the international GRC markets. The business also expands Wilmington's position in a new sector, Data Privacy.

Strategic progress

Our strategy is to grow the quality of our revenues and profits both organically and through acquisitions in the large, growing and rapidly evolving international GRC and Regulatory Compliance markets by investing in our business and actively managing our portfolio of brands.

We focus 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: a GRC focus operating in regulated markets, a differentiated offering, attractive markets, strong leadership, digital and data capabilities and a strong financial model exhibiting growth and strong profitability.

The acquisition of Conversia met all six of these characteristics. Conversia achieved double-digit revenue growth rates in recent years with improving profit margins and operates a subscription-based revenue model with over 70% annual recurring revenue. 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. It is the market leader in its sector in Spain, with significant market headroom and growth opportunities and provides the Company with an established foothold in a new geography. Whilst we only owned Conversia for less than one month of the financial period being reported, we exchanged contracts on 11th August 2025 and have maintained involvement since then. Conversia has performed ahead of forecast. The sale of FRA, our US events business, is continuing.

We will continue to focus our allocation of capital on acquisitions while investing in our businesses and growing our dividend payments. Our net borrowings at £65.0m are below 2.0x EBITDA and we expect strong cash generation to bring the leverage down quickly.

Current trading and outlook

The Group's forward visibility continues to improve and been further strengthened by the acquisition of Conversia. With a strong contracted order book and repeat business, trading in the current financial year continues to be in line with market expectations.

Operational review

RegTech platform and AI

As part of the Group's strategy to grow the quality of its revenues and profits by focussing on the growing and rapidly evolving international GRC and Regulatory Compliance markets, we have transformed from being a media company operating as distinct divisions into a tightly focussed GRC RegTech services group.

Over the last five years we have invested several million pounds in developing our own RegTech platform, based on extensive customer research and a thorough assessment of internal capabilities as well as the supplier universe.

We are now running our proprietary RegTech platform for five of our leading brands, with Phoenix, acquired in 2024, next to adopt the central platform. Over 100,000 individuals have accessed the platform since September 2025.

Our RegTech platform has embedded AI, based on the Model Context Protocol (MCP). We have developed our own Autonomous Responsive Intelligence Assistant (ARIA) which enables us to connect or link, manage or automate activities across multiple data repositories, software and different AI models.

We currently have on the platform the Regulatory Learning and Training modules and the Regulation Intelligence and Data components. Over time, we expect to deepen the functionality in existing areas, adding more customer-facing solutions to the platform, including a Data Analytics and Bespoke Reporting suite. This will then be packaged and presented for regulatory reporting purposes, or management information for Internal Audit and Control.

The flexibility we now have with our technologies means we will soon be able to rapidly design and deploy services for all customers across all brands, encapsulating the 'Built Once and Use Many Times' philosophy.

The AI implementations have quality and security built in by design, with seven layers of automated enforcement. We are not reliant on any one Large Language Model (LLM) vendor, and our ARIA orchestration layer is built on open standards, making it vendor-neutral and future-proofed for AI evolution.

Our ARIA solution is already running over 60 Model Context Protocol (MCP) tools, and our internal teams will be using it widely to query and operate across nine enterprise systems, improving speed, accuracy and consistency.

Wilmington benefits from a 'Regulatory Moat' across our markets. We operate at the top end of most markets, often working directly with regulatory bodies, with recognised proprietary qualifications and proprietary research protected behind firewalls which cannot be scraped or replicated by AI models. Our products are increasingly being embedded in customer workflows and we expect this to increase with the development of the data analytics and reporting module of our new RegTech platform.

We operate in highly regulated, specialist international markets where accuracy and authority are of paramount importance to our customers. The penalties and risks facing our customers in the areas in which we operate, are significant, increasing the need for high-trust, regulator-compliant content.

Group performance

Revenues from ongoing businesses grew 17% reflecting a full six months of revenue from Phoenix and a contribution from Conversia, and 4% excluding acquisitions and at constant currency rates. All ongoing businesses grew organically except Bond Solon where revenues were flat on the prior year.

Group ongoing operating profits were £12.8m (H1 FY25: £12.8m) and operating margins for ongoing businesses decreased 4 ppt due to the increasing impact of acquisitions which have not yet reached the 30% operating margins of existing businesses.

HSE

The HSE segment comprises Astutis acquired in November 2023 and Phoenix Health & Safety, acquired in October 2024. Astutis revenues grew 2% with a slow first quarter offset by a stronger second quarter. Phoenix revenues grew 10% on a full six-month basis but the Group only owned the business for two months of the prior period, its organic growth will only show in FY27.

Data Privacy

The Data Privacy segment comprises Conversia acquired in December 2025 including results for 26 days of ownership. Conversia sales for the full year to December 2025 were 12% higher than the previous full year.

Legal

The Legal segment comprises Bond Solon and Pendragon, whose customers are predominantly in the legal market. Legal revenues increased 3% organically. Pendragon had a strong year for subscription revenue growth and again achieved very strong customer retention (99%). Bond Solon revenues were flat, but the business has a strong order book to deliver growth in the second half of the year.

Financial Services

Financial Services comprises Axco, ICA/CLTi and Mercia. Axco grew revenues by 5% organically and again achieved very strong subscription customer retention (99%). ICA/CLTi grew revenues at 6%. Mercia revenues were slightly up with strong compliance revenues offset by slower training growth.

Financial review

Revenue

As well as ongoing revenues, total revenues also include revenues from discontinued operations of £2.5m (H1 FY25: £5.7m) consisting of FRA in HY26 and FRA, Compliance Week, ICT Malaysia and Singapore in FY25.

Other income and finance income

Net finance income of £1.4m (H1 FY25: £2.3m) was achieved due to having cash to deposit in interest-bearing accounts prior to the Conversia acquisition. Income is lower than last year as cash balances were lower following the Phoenix acquisition in October 2024.

Profit before taxation

Ongoing adjusted profit before tax was £11.8m (H1 FY25: £11.8m) with statutory continuing profit before tax of £4.9m (H1 FY25: £5.7m).

Taxation

The adjusted tax rate[8], which ignores the tax effects of adjusting items, is 25% (H1 FY25: 25%).

The tax charge excluding discontinued operations is £2.4m (H1 FY25: £2.7m) with an overall effective tax rate[9] of 50% (H1 FY25: 48%), the effective tax rate increase is due to earnouts related to acquisitions being disallowable for tax purposes.

Earnings per share

Ongoing adjusted basic earnings per share, excluding the results of sold and discontinued businesses, were 9.92p (H1 FY25: 9.90p), reconciliation below. Statutory adjusted earnings per share were 9.93p (H1 FY25: 9.52p).

Dividend

The Board has increased the interim dividend by 3% to 3.10p (H1 FY25: 3.00p) in line with profits. We aim to keep dividend cover of at least 2 times for the full year. It will be paid on 14 April 2026 to shareholders on the share register as at 13 March 2026, with an associated ex-dividend date of 12 March 2026. 

Balance sheet and cashflow

Cash generation is in line with H1 last year with operating cash conversion at 70% (H1 FY25: 72%), with net debt excluding lease liabilities of £65.0m (net cash at 30 June 2025: £42.2m, 31 December 2024: £31.3m). The net debt position arises due to the £101.9m spend on the acquisition of Conversia net of cash received.

Portfolio update

Acquisition of Conversia

On 5 December 2025, the Group acquired 100% of the issued share capital of Professional Group Conversia, S.L.U ("Conversia"), a Company based in Spain, for initial cash consideration of £105.2m (€121.6m). In addition, under the terms of the acquisition, there is a management incentive plan in place to incentivise the experienced and successful team to remain in the business for at least five years. See note 7 for further details.

Responsibility statement of the Directors in respect of the half year results to 31 December 2025

We confirm that, to the best of our knowledge:

· The Condensed set of financial statements has been prepared in accordance with IAS 34 Interim Financial Reporting

· The interim management report includes a fair review of the information required by DTR 4.2.7R and DTR 4.2.8R.

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 information differs from legislation in other jurisdictions.

Mark Milner Guy Millward

Chief Executive Officer Chief Financial Officer

Consolidated Income Statement

Consolidated Statement of Comprehensive Income

Items in the statement above are disclosed net of tax.

Consolidated Balance Sheet 

Consolidated Statement of Changes in Equity

Consolidated Cash Flow Statement

Please see note 9 for a reconciliation of net (debt)/cash movements.

Notes to the Financial Results

General information

The Company is a public limited company incorporated and domiciled in the UK. The address of the Company's 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.

This condensed consolidated interim financial information ('Interim Information') was approved for issue by the Board of Directors on 25 February 2026.

The Interim Information is neither reviewed nor audited and does not comprise statutory accounts within the meaning of Section 434 of the Companies Act 2006. Statutory accounts for the year ended 30 June 2025 were approved by the Board of Directors on 19 September 2025 and subsequently filed with the Registrar. The report of the auditors on those accounts was unqualified, did not contain an emphasis of matter paragraph and did not contain any statement under Section 498 of the Companies Act 2006.

1. Basis of preparation

This Interim Information for the six months ended 31 December 2025 has been prepared in accordance with the Disclosure and Transparency Rules of the Financial Conduct Authority and in accordance with IAS 34 'Interim Financial Reporting'. The Interim Information should be read in conjunction with the Annual Financial Statements for the year ended 30 June 2025 which have been prepared in accordance with UK adopted international accounting standards ('UK adopted IAS') and are available on the Group's website: wilmingtonplc.com.

The Group's forecast and projections, taking account of reasonably possible changes in trading performance, show that the Group will be able to operate well within its cash and liquidity position. The Directors have therefore adopted a going concern basis in preparing the Interim Information.

2. Accounting policies

The accounting policies, significant judgements and key sources of estimation adopted in the preparation of this Interim Report are consistent with those applied by the Group in its consolidated financial statements for the year ended 30 June 2025.

On 1 December 2025, the Group entered into a £70m revolving credit facility and a £10m multicurrency term loan with HSBC Bank plc and others. The facility has an initial term of three years with options to extend for up to five years. The facility was set up to fund the acquisition of Conversia. The loan qualifies as a net investment hedge. The accounting policy is provided below in relation to loans and borrowings in foreign currencies that are designated as a hedge of a net investment in a foreign operation.

Financial instruments and hedge accounting

The Group uses derivative financial instruments to reduce its exposure to interest rate risk and foreign currency risk, and it also has loans and borrowings in foreign currencies that correspond to investments in foreign operations. To qualify for hedge accounting, a financial instrument must be designated as a hedging instrument at inception, hedge documentation must be prepared, and the hedge must be expected to be highly effective. Hedge accounting is discontinued when the hedging instrument expires, is sold or terminated, or no longer qualifies for hedge accounting.

A financial instrument designated for hedge accounting is initially recognised at fair value. For net investment hedges (loans and borrowings in foreign currencies that are designated as a hedge of a net investment in a foreign operation), the translation differences that correspond to the effective part of the hedge are recognised directly in equity; those that correspond to the ineffective part, if any, are recognised in the income statement. To the extent that the hedge is effective, changes in the fair value of derivatives designated as hedging instruments in cash flow hedges are recognised in other comprehensive income and included within the cash flow hedge reserve in equity. Any ineffectiveness in the hedge relationship is recognised immediately in profit or loss.

There has been no material impact on the financial statements of adopting new standards or amendments.

Amended standards and interpretations not yet effective are not expected to have a significant impact on the Group's consolidated financial statements.

3. Principal risks and uncertainties

The principal risks and uncertainties that affect the Group remain unchanged from those stated on pages 49 to 57 of the strategic report in the Annual Report and Financial Statements for the year ended 30 June 2025.

4. Measures of profit

In this Interim 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.

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:

· amortisation of intangible assets excluding computer software;

· adjusting items (included in operating expenses);

· other income - gain on disposal of subsidiaries; and

· net finance income.

Adjusted profit before tax, adjusted EBITA, adjusted EBITDA reconcile to profit on continuing activities before tax as follows:

Organic revenue and ongoing revenue reconcile to statutory continuing revenue as follows:

The following adjusting items have been charged to the Income Statement during the period but are considered to be adjusting so are shown separately:

Strategic activities represent acquisition costs comprising earnouts of £2.9m and transaction costs of £2.5m.

5. 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 Group's dynamic portfolio provides customers with a range of information, data, training and education solutions. The four divisions (HSE, Legal, Data Privacy and Financial Services) are the Group's reportable segments and generate all of the Group's ongoing revenue. The Executive 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.

(a) Business segments

There are no intra-segmental revenues which are material for disclosure. Unallocated central overheads represent head office costs that are not specifically allocated to segments. Total assets and liabilities for each reportable segment are not presented, as such, this information is not provided to the Board.

(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:

6. Earnings per share

Adjusted earnings per share has been calculated using adjusted earnings calculated as profit after taxation but before:

· amortisation of intangible assets excluding computer software;

· adjusting items (included in operating expenses); and

· other income - gain on disposal of subsidiaries.

The calculation of the basic and diluted earnings per share is based on the following data:

7. Acquisition of Conversia

On 5 December 2025, the Group acquired 100% of the issued share capital of Professional Group Conversia, S.L.U ("Conversia"), a Company based in Spain, for initial cash consideration of £105.2m (€121.6m). In addition, under the terms of the acquisition, there is a management incentive plan in place to incentivise the experienced and successful team to remain in the business for at least five years. As the deferred payments are linked to employment, they are recognised as remuneration in the periods during which that ongoing employment service is received.

Initial cash consideration of £105.2m (€121.6m) was paid in cash from a combination of the Group's existing cash resources of £28m and £77m from new debt facilities entered into on 1 December 2025, see note 9 for further information regarding the debt facility.

The process to measure the fair values of the assets acquired and liabilities assumed is not yet finalised in respect of the acquisition including the valuation of acquired intangibles and accordingly the fair values measured at the acquisition date are provisional amounts due to timing having purchased the business in December 2025. In accordance with IFRS 3 until the assessment is complete the measurement period will remain open up to a maximum of 12 months from the acquisition date so long as information remains outstanding.

Based on the provisional view, the fair value of the net assets acquired in the business at acquisition date, prior to acquired intangibles valuations as they are not yet complete, was £9.6m, resulting in goodwill on acquisition of £95.4m. Goodwill will decrease when acquired intangibles valuations are complete as the value will be spread across goodwill and acquired intangibles. Goodwill arising on the business combination relates to future customer relationships, the assembled workforce and expanded access to the data privacy market. Acquisition related charges include transaction costs of £2.1m relating to the acquisition of Conversia. The results of the acquisition included in the Group's consolidated results post acquisition are revenue of £1.8m and an operating profit of £24k. Due to limitations in like for like available data for the pre-acquisition period at this time, 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 period.

The movement in goodwill during the period of £88.6m from £77.5m to £166.1m relates to the acquisition of Conversia of £95.4m offset by FRA's goodwill of £6.9m being transferred to held for sale and a £0.1m FX movement. Cost increased by £88.6m from £77.8m to £166.4m, there was no change to accumulated impairment during the period.

8. Disposal group held for sale and discontinued operations

FRA classified as a disposal group held for sale

Our US events business, FRA, has been classified as a disposal group held for sale under IFRS 5 during the period. 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 has decided to exit the FRA business. The disposal is expected to be completed within one year by sale of assets.

The major classes of assets and liabilities comprising the disposal group held for sale are as follows:

FRA classified as a discontinued operation

FRA has been classified as a discontinued operation with the financial results, including the comparatives, presented separately. The operation meets the IFRS 5 definition as a discontinued operation due to it being a separate major line of business and part of single coordinated disposal plan.

The table below shows the results of the discontinued operation, which is included separately in the Consolidated Income Statement.

9. Reconciliation of net (debt)/cash movements

Revolving credit facility

On 1 December 2025, the Group entered into a £70m revolving credit facility and a £10m multicurrency term loan with HSBC Innovation Bank Limited and Barclays Bank plc. The facility has an initial term of three years with options to extend for up to five years. The facility was set up to fund the acquisition of Conversia, see note 7.

Net investment hedge

A foreign currency exposure arises from the Group's net investment in its Spanish subsidiary (Professional Group Conversia, S.L.U 'Conversia') that has a Euro functional currency. The risk arises from the fluctuation in spot exchange rates between Sterling and Euro, which causes the value of the net investment to vary. The hedged risk in the net investment hedge is the risk of a weakening of the Euro against Sterling that will result in a reduction in the carrying amount of the Group's net investment in the subsidiary.

Part of the Group's net investment in its subsidiary is hedged by Euro denominated secured bank loans of €75.9m at 31 December 2025, which mitigates the foreign currency risk arising from the subsidiary's net assets. The loan is designated as a hedging instrument for the changes in the value of the net investment that is attributable to changes in the GBP/EUR spot rate.

To assess hedge effectiveness, the Group determines the economic relationship between the hedging instrument and the hedged item by comparing changes in the carrying amount of the debt that is attributable to a change in the spot rate with changes in the investment in the foreign operation due to movements in the spot rate (the offset method). The Group's policy is to hedge the net investment only to the extent of the debt principal.

The amounts related to items designated as hedging instruments were as follows:

10. Events after the reporting period

There were no events after the balance sheet date that require disclosure.

11. Cash generated from operations

Cash conversion is calculated as a percentage of cash generated by operations to adjusted EBITA as follows: