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GB GROUP PLC Earnings Release 2025
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Earnings Release
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National Storage Mechanism | Additional information 
RNS Number : 0922M
GB Group PLC
10 June 2025
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| Embargoed until 7.00 a.m. | 10 June 2025 |
GB GROUP PLC
("GBG", the "Group" or the "Company")
Results for the year ended 31 March 2025
Delivered strong profitability and cash generation; well-positioned to accelerate growth
Today, GBG, a global identity technology business enabling safe and rewarding digital lives, announces its audited results for the financial year ended 31 March 2025 . These results are in line with the trading update published on 24 April 2025.
Commenting, Dev Dhiman, CEO, said:
"In today's rapidly evolving digital world, where billions of online interactions happen every day, trust and security have never been more critical. It was an important year in GBG's evolution, aligning our global organisation behind a new purpose, enabling safe and rewarding digital lives for genuine people, everywhere. A mission that is fundamental to the future of commerce and human connection in an increasingly interconnected world.
The launch of GBG Go marks another milestone in our innovation journey to unify our identity capabilities onto a single global platform that will help a business to create a seamless customer experience which instantly verify identities and detect fraud. As digital identity becomes as important as physical identity, our platform will help build trust between businesses and their customers while protecting millions of people from fraud and financial crime.
The foundations we've built this year, from our enhanced technology to our strengthened performance culture, position us uniquely to shape the future of digital trust. With a clear strategic direction and strong financial position, I am confident that GBG will continue to lead the way in making the digital economy safer, more inclusive, and more rewarding for everyone."
| Financial KPIs (£m unless stated otherwise) | FY25 | FY24 | Change |
| Constant currency revenue1 | 282.7 | 274.5 | 3.0% |
| Adjusted operating profit1 | 67.0 | 61.2 | 9.5% |
| Adjusted operating margin | 23.7% | 22.1% | 160bps |
| Adjusted diluted earnings per share2 | 17.4p | 15.1p | 14.9% |
| Cash conversion1 | 91.3% | 90.6% | 70bps |
| Statutory measures (£m unless stated otherwise) | |||
| Revenue | 282.7 | 277.3 | 1.9% |
| Operating profit / (loss)3 | 22.7 | (41.4) | |
| Profit / (loss) before tax3 | 15.7 | (50.4) | |
| Diluted profit / (loss) per share | 3.4p | (19.2)p | |
| Net debt1 | 48.5 | 80.9 | |
| Final dividend per share | 4.40p | 4.20p | 4.8% |
1 Defined within note 19 to the results. 2Defined within note 10 to the results.3FY24 included exceptional costs of £59.6million, of which, £54.7million relates to a non-cash goodwill impairment charge.
Financial summary
| \= | Revenue of £282.7 million, up 3.0% on a constant currency basis (CCY); and 1.9% on a reported basis |
| ‒ Revenue growth driven by Identity, up 3.1%, and Location, up 6.2% on a CCY basis | |
| ‒ Identity and Location net revenue retention (NRR) improved to 101.1% (FY24: 99.0%) | |
| ‒ Fraud was down 4.0% on a CCY basis given timing of licence renewals, although annual recurring revenue (ARR) was up 5.0% | |
| \= | Adjusted operating profit of £67.0 million, up 9.5%, as adjusted operating margin expanded by 160bps through our focus on simplification and efficiency |
| \= | Adjusted diluted EPS increased 14.9% to 17.4p, reflecting strong profitability and reduced net interest costs |
| \= | Strong cash conversion of 91.3% (FY24: 90.6%) resulting in a reduction of net debt to £48.5 million (31 March 2024: £80.9 million). This represents a net debt to EBITDA leverage of 0.70 times |
| \= | Recommended final dividend per ordinary share of 4.40p (FY24: 4.20p), up 4.8%. If approved, this would increase capital returns to over £21 million year to date in FY26, including completion of a £10 million share buyback |
| \= | GBG intends to commence the required workstreams to move from AIM to the Main Market |
FY26 Financial outlook unchanged
| \= | The new financial year has begun as expected and our outlook for full year is consistent with current market expectations |
| Strategic and operational highlights |
FY25 marked a year of transition. Under new leadership, the Group made strong operational progress and established a clear strategic direction, whilst strengthening the foundations for sustainable, profitable growth for the future.
The Group delivered progress in four focus areas set out for FY25; simplification, global alignment, innovation-led differentiation, and driving a performance culture, particularly in our Americas Identity business where we stabilised operations and transitioned leadership to position us for growth through FY26 and beyond.
Our FY26 strategic focus areas will include:
· Continued investment in GBG Go as we evolve towards a platform business
· Further operational improvements in our Americas Identity business to support our long-term ambitions
· Enhanced sales productivity through streamlined structures and processes
· Unlocking more customer value through more adoption of AI-driven capability and insights
· Embedding a new performance management framework, driving accountability through a differentiated reward structure
· Executing the required workstreams to move from AIM to the Main Market
Results presentation this morning
Management will host an in-person presentation this morning at 09.30 am for sell-side analysts and institutional investors.
If you would like to attend today's session in person, please contact: [email protected]
To view the event online, please follow this link: https://www.investis-live.com/gb-group/67fe76443d219d0015e577e8/grre
The event will be available to view on-demand via our investor website shortly after the event.
For further information, please contact:
| GBG Dev Dhiman, CEO & David Ward, CFO Richard Foster, Investor Relations |
+44 (0) 1244 657333 +44 (0) 7816 124164 |
| Numis (Nominated Adviser and Corporate Broker) Simon Willis, Joshua Hughes & Tejas Padalkar |
+44 (0) 0207 260 1000 |
| Barclays (Corporate Broker) Robert Mayhew, Nicola Tennent & James Atkinson |
+44 (0) 207 623 2323 |
| FTI Consulting (Financial PR) Ed Bridges, Dwight Burden & Emma Hall |
+44 (0) 203 727 1779 [email protected] |
| Website | www.gbgplc.com/investors |
About GB Group plc ( " GBG " )
GBG is a global identity technology business, enabling safe and rewarding digital lives for genuine people, everywhere.
For over 30 years, we have combined global data with our innovative technology to make sure that genuine people everywhere can digitally prove who they are and where they live.
We are an essential ingredient that protects against digital crime, strengthens business resilience and drives responsible growth, at scale, across a diverse range of sectors. Today, our team of over 1,100 people serve more than 20,000 customers globally.
GBG is a publicly traded company (LSE: GBG). Further information on our business can be found on our corporate website: www.gbgplc.com
Chief Executive Officer's review
Overview
A year of change - FY25 was a period of transition for GBG, marking my first full year leading the business. We delivered strong profitability and cash generation while driving strategic progress that reinforces our confidence in accelerating future growth. In addition, we introduced a new purpose for the Group to unite our team, 'enabling safe and rewarding digital lives for genuine people, everywhere', which captures our commitment to delivering relentless innovation that helps more businesses connect with and trust their customers using our powerful, market-leading identity fraud and location intelligence capabilities.
Clear strategic direction - Together with the Board and Executive team, I have developed a clear strategy for GBG that builds on what we had and expands our plans as to 'how' we will achieve our goals. In FY25, the business focused on four initial areas to become more globally aligned, differentiate through innovation, driving a performance culture, and continue to remove complexity, and we have delivered well against each of these four areas to create a platform for accelerated growth. This is particularly reflected in the effort to ensure that from 1 April 2025; our regional Identity businesses now go to market as one global brand, a global team, and with the launch of GBG Go, a new global identity platform built for a connected world.
A number of key initiatives underway in FY25 will shape the year ahead; this includes driving operational improvements in our Americas Identity business to achieve its full potential. Having successfully stabilised operations and transitioned to new leadership, demonstrating progress to accelerate its growth is a key priority as we move through FY26. In addition, a strategic review of the fraud prevention business, which generates the majority of the Fraud segment revenues, explored a range of options for value creation to define the next stage of its evolution. It will now operate as a standalone business, Global Fraud Solutions, and we are confident this will drive opportunities to leverage our expertise and expand relationships with its high-quality customer base, mostly in APAC and EMEA.
Strong profitability and cash generation - Reflecting on our FY25 trading performance, we delivered constant currency revenue growth of 3.0% to £282.7 million. This was encouraging given the challenging macroeconomic backdrop as well as the ongoing turnaround of our Americas Identity business. Within this, it was pleasing to see our net revenue retention rate (NRR) for Identity and Location increasing to 101.1% and growth in annual recurring revenue (ARR) in Fraud of 5.0%. Our gross profit margin of 70.0% was consistent with the prior year, reflecting improvements managing customer pricing alongside optimisation of our cloud infrastructure and data costs to mitigate inflation. A continued focus on simplification and global alignment helped adjusted operating profit to grow 9.5% to £67.0 million, as our adjusted operating margin expanded 160 bps to 23.7%. Strong cash performance enabled a material reduction in net debt to £48.5 million (FY24: £80.9 million), which alongside rate reductions, reduced net finance costs by 23% to £6.9 million. Overall, strong profitability and reduced interest costs resulted in a 14.9% increase in our diluted adjusted earnings per share to 17.4p.
Focused on shareholder value - We are confident that the benefits of our global prioritisation will strengthen the core of our business, enabling GBG to capitalise on the attractive structural opportunities in our key markets and accelerate profitable growth over the long-term. During FY25 we achieved strong progress in reducing net debt to enhance our optionality on capital allocation to support our strategic priorities and drive long-term shareholder value. This is reflected in the Board's recommendation of a 4.8% rise in the final dividend per ordinary share to 4.40p (FY24: 4.20p). If approved, this would increase capital returned to shareholders in FY26 to over £21 million, which includes a £10 million share buyback conducted after the period-end.
Summary - Reflecting on my first full year leading the business, the strategic progress we have delivered represents the dedication and hard work of Team GBG, and I am excited for what we can achieve together in the next stage of our growth journey. I would like to thank the team, along with our valued customers and partners, who work closely with us every day, for all they do to help ensure in an increasingly digital economy, more consumers can unlock rewarding and safe experiences.
Segmental review
Identity (56% of the Group's revenues) - Revenue of £159.0 million was up 3.1% on a constant currency basis, primarily driven by year-on-year growth in EMEA and APAC as a result of improved levels of NRR, driven by cross-sell and up-sell to existing customers of capabilities such as international data and our multi-bureau solution. Globally, there has been increasing demand for our documents and biometrics capability, including our work with Santander's UK consumer bank, Infotrack and Star Entertainment Group in Australia to transform their customer onboarding processes.
Performance in Americas Identity was broadly flat as our turnaround plan builds a strong foundation for long-term growth. Positive action successfully led to a recovery and stabilisation versus the prior year. This includes investment building out our account management team to improve retention, which supported a 670bps improvement in NRR to 98.2%, as we expanded activity with customers such as Certipath, Capital One and Costco. We also transitioned to new leadership with a near-term priority to accelerate new business activity as new product innovation, such as GBG Go, combine with sector expertise to achieve improved GTM execution. Early indicators of progress include wins such as a multi-year document and biometrics solution for seven airports through our channel partner, Indra SIA Group, and competitive win-back of a leading US gaming customer, due to the higher pass rate performance on our platform.
Location (30% of the Group's revenues) - Revenue was up 6.2% on a constant currency basis to £85.6 million. Driven by strong NRR reflecting our ability to effectively upsell the value of our location platform capabilities to customers such as Wise, Frasers Group, Telefonica and Lego, despite a subdued consumer backdrop. Partner channel momentum continues as we increase our reach through enterprise partners such as IBM, Smarty and SAS. Sustained success in securing customer and partner agreements reinforces our position as a market leader, with a number of leading international businesses such as Microsoft, Dell, and FedEx choosing to transform their location intelligence capabilities with GBG.
Fraud (14% of the Group's revenues) - Revenue was down 4.0% on a constant currency basis to £38.1 million. This primarily relates to year-on-year timing differences in our customer software licence renewals across this segment's core Southeast Asia and EMEA markets in the first half. The second half of the year returned to modest growth, however new logo and related professional services activity was relatively slower reflecting extended sales cycles. Annualised recurring revenue (ARR) was up 5.0%, benefitting from strong retention and expansion of our largely financial services customer base, which this year included institutions such as Grupo Galicia, ING Group, Maybank Indonesia, Bank Danamon and the Bank of Queensland.
As discussed above, we completed a strategic review of our fraud prevention software business, which generates the majority of the Fraud segment revenues (8% of Group revenue) and mostly operates in emerging markets, to consider value creation options, including expansion of its target addressable market and how we should simplify our product and technology stack. We are confident that our refreshed strategy for this business will allow us to more effectively leverage our fraud expertise, strong brand, and high-quality, tier 1 customer relationships. From FY26 the activities of this business will be a standalone segment, Global Fraud Solutions, while our UK-focused Identity investigation solutions will now be reported within our Identity segment.
Strategic progress and clarity of purpose
FY25 was a year of strategic execution for GBG which reinforces our position as a global leader in identity fraud and location intelligence. We delivered sustainable, profitable growth while defining a purpose for the Group that unites our team and aligns with our clear strategic direction to make a positive impact for consumers wherever they are in the world. This will have an enduring effect on our customer-centric approach, building on strong FY25 progress in our four initial focus areas:
Removing complexity - Our initiatives have prioritised simplifying and streamlining our commercial operations to become a more agile organisation delivering an enhanced consumption experience. We built upon the process improvements initiated in FY24, such as contracting and implementation, to accelerate our time to revenue, with a particular focus on Identity. This will enable customers to realise value more quickly, which will support our ongoing NRR improvements. We also conducted a strategic review of our fraud prevention business to understand how we can simplify our product and technology stack. Similarly, Location significantly improved its integration time with the Top 15 marketplace platforms, such as Shopify+, Salesforce and Woo commerce, to enable faster customer deployment and enhanced satisfaction that support its growth ambition.
Being globally aligned - We have taken important steps to strengthen our global alignment - standardising our go-to-market (GTM) operations and launching a unified, refreshed brand identity. These changes will leverage the full strength of GBG's brand, increasing consistency and improving recognition globally. As we move into FY26, we will continue embedding this alignment across the business. This is a strategic enabler of scale, allowing us to deliver a more consistent, high-quality experience for customers, particularly those operating across multiple regions. In particular we are actively pursuing growth sectors such as gaming through a global approach. We recognise that enduring relationships are key to our success, and we are well-placed to enhance the experience of customers who often partner with us across multiple regions.
Differentiation through innovation - For over 30 years, GBG has consistently innovated to meet the most pressing challenges businesses have faced to support their customers. This year, we rebalanced investment in our capability portfolio to ensure faster product innovation is appropriately prioritised and we remain at the forefront of our key market. Examples include our partnership with GrabMaps to power more accurate and localised address verification services in southeast Asia; strengthening the efficacy of GBG Trust, our proprietary identity network which now has over 135m records contributed by more than 1,000 customers; acting at pace to meet growing Know-Your-Business (KYB) opportunities through a collaboration with KYB solutions provider, Detected; and a key milestone reached with the launch of GBG Go, our new identity platform.
GBG Go seamlessly connects customers to over 80 global identity fraud protection modules. The benefits for GBG customers are focused on making their growth easier, quicker and safer. We deliver this from easily deployable identity journeys for customers to reach the market faster without added complexity, and actionable data insights to reduce onboarding drop-offs and maximise pass rates by optimising journey performance for genuine consumers. The benefits for GBG will include a generally higher price-point reflecting the enhanced value of utilising the platform and a significant step-change towards our development goals to achieve global solution alignment. In the initial commercial rollout, four customers have committed to the platform, with Bill.com as our first US customer to experience its potential. Looking further ahead, we have refreshed our 'system' for innovation, which will release capacity and talent to consider emerging technologies, such as agentic AI, data insights and digital wallets.
Driving a performance culture - We are embedding a high-performance culture alongside the shift to a more customer-centric focus across the business. A new performance-based reward programme, ensuring all team members are aligned and empowered to deliver measurable outcomes each quarter, is in its early stages, however, we are already observing an uplift in team engagement across the Group. Our Gallup score improved year-on-year with a three-percentage-point increase, indicating 93% of team members recommend GBG as a great place to work. As discussed above, Americas Identity performance stabilised through leadership changes and cultural transformation. New leadership in place from the fourth quarter has a priority to accelerate growth, leveraging the breadth of our capabilities in our GTM activity. Overall, customer satisfaction is benefiting from a groupwide focus on retention, pricing, and customer expansion, and it is having a positive impact on our Net Promoter Score (NPS), which rose from 50 to 52 this year - a record high for the Group.
Move to the Main Market
Following a review of the Company's listing venue, GBG intends to commence the required workstreams to move to the ESCC listing category of the Main Market of the London Stock Exchange (the "Main Market").
Since GBG listed on the alternative investment market of the London Stock Exchange in 2010, it has grown significantly both domestically and overseas. GBG has benefited from the advantages being a public company, including raising capital to support multiple acquisitions. As a global technology business headquartered in the UK, the transparency and governance associated with being a public entity has underpinned our reputation and ability to maintain long-lasting relationships built on trust with our valued customers and partners.
Given our already robust corporate governance and ambitions for further growth, the Board believes a Main Market listing is increasingly appropriate. The Board believes this proposed move will further enhance GBG's reputation with larger and more global customers in-line with its strategy to move into new geographies. In addition, the move should also increase GBG's access to a broader pool of capital from domestic and overseas investors. An update on the timing and process for the move will be provided in due course.
Summary and outlook
GBG is in a strong position, with leadership positions in its key markets, a comprehensive solution portfolio serving a high-quality customer and partner base and a compelling market opportunity ahead that is set to expand significantly, driven by increasing AI adoption and application. Our core strengths in Identity fraud and Location, combined with our deep customer relationships, position us ideally to serve this growing opportunity.
Our FY26 strategic focus areas will include:
· Continued investment in GBG Go as we evolve towards a platform business
· Further operational improvements in our Americas business to support our long-term ambitions
· Enhanced sales productivity through streamlined organisational structures and processes
· Unlocking more customer value through more adoption of AI-driven capability and insights
· Embedding a new performance management framework, driving accountability through a differentiated reward structure
The new financial year has begun as expected and our outlook for full year is consistent with current market expectations. Given the relative strength of the first half of FY25, our FY26 growth in constant currency terms will naturally be second half weighted. Based on current spot rates, we expect FX translation to be a headwind to reported growth, with the majority of this impact already reflected in the current market expectations.
Momentum will be driven by accelerated innovation, enhanced go-to-market execution, further AI adoption in our portfolio and improved operational performance. Our strengthened leadership team is focused on long-term delivery, combining product innovation, market expansion, and operational excellence to capture the significant growth opportunities ahead.
Dev Dhiman
Chief Executive Officer
On behalf of the Board
9 June 2025
Financial review
In FY25 we proactively managed our financial plan, resulting in strong profitability and cash generation. Our continued focus on simplification was reflected in initiatives to increase our efficiency and enhance global alignment across the Group. This enabled strong strategic progress as we launched new product innovation to market, such as GBG Go, our new identity platform, positioning us favourably to capitalise on structural growth in our key markets that will accelerate our profitable growth. Alongside this, we are committed to maximising shareholder value by returning capital not required for other priorities to investors, as demonstrated by the £10 million share buyback programme conducted post year-end.
During FY25, we delivered constant currency revenue growth of 3.0% to £282.7 million. This was encouraging given the challenging macroeconomic backdrop as well as the ongoing turnaround of our Americas Identity business. To put this into context, improvements in net revenue retention (NRR) underpinned the recovery in GBG's growth from (4.1%) in FY23 to 2.7% in FY24 and 3.0% in FY25 on a constant currency basis, primarily driven by a recovery in Identity's growth which moved from (13.3%) in FY23 to (0.7%) in FY24 and growth of 3.1% in FY25 on a constant currency basis. The Group has an ongoing focus to drive simplicity and efficiency, and we will balance this with the need for disciplined investments to optimise our core solutions in a competitive market, while generating sustainable growth in shareholder returns. A strong gross profit margin and effective management of operating costs was achieved in FY25, despite inflationary pressures. This enabled the Group to maintain more than a decade of consistency in year-on-year increases to adjusted operating profit, which grew 9.5% to £67.0 million (FY24: £61.2 million), representing an adjusted operating profit margin of 23.7% (FY24: 22.1%).
Our financial position and balance sheet continue to strengthen. Cash conversion improved to 91.3% in FY25 (FY24: 90.6%), which supported the reduction in GBG's net debt to £48.5 million (FY24: £80.9 million). The net debt to EBITDA ratio is now 0.70 times (FY24: 1.3 times).
Revenue and gross margin
Revenue grew on a reported basis by 1.9% but after adjusting for changes in foreign exchange rates, constant currency revenue growth in FY25 was 3.0%. More detail on revenue performance in each operating segment is included in the CEO's review.
The combined Identity and Location segments' NRR returned to being a driver of absolute growth, increasing from 99.0% in FY24 to 101.1%. In the Fraud segment, annual recurring revenue (ARR) increased by 5.0%, although reported revenue declined by 4.0% in constant currency terms, primarily due to the timing of revenue recognition associated with some customer licence renewals in the first half.
The Group's revenue growth attributable to new customers decreased in total from 4.6% to 3.7% and primarily relates to the decline in our Fraud segment, as the previous year saw a number of larger new contracts signed. Revenue growth from new customers in Identity and Location increased from 2.9% to 3.1%.
GBG's diverse commercial model and strong customer retention continue to underpin our strong cash generation and enable forward visibility given our high levels of repeatable revenue. 94.5% (FY24: 94.8%) of revenue is generated from subscription and consumption-based activity, of which, 55.7% (FY24: 57.5%) of revenue was generated from subscription contracts, a small reduction year on year given the return to growth of our Identity segment.
Gross margin for the year of 70.0% was consistent with the prior year (FY24: 70.1%), despite revenue from the Fraud segment, which has a higher margin, contributing a lower proportion of total revenue this year. This reflects the impact of operational improvements to manage customer pricing alongside optimisation of our cloud hosting infrastructure and third-party data costs to offset inflationary pressures.
Operating profit and cost management
On a reported basis, operating profit improved to £22.7 million (FY24: loss of £41.4 million), principally due to the goodwill impairment charge of £54.7 million recognised in the prior year.
Adjusted operating profit was £67.0 million (FY24: £61.2 million), which represents a margin of 23.7% (FY24: 22.1%) and a 9.5% increase over FY24. This was primarily from the benefit of operating leverage driven by the growth in revenue and gross profit, and a £2.5m reduction in adjusted operating expenses, which reflects the annualised impact of the cost-saving initiatives during the prior year and the ongoing focus during FY25 on simplification. The 1.9% reduction in adjusted operating expenses was achieved despite continued general inflationary pressures in the markets we operate and investment into a number of key product initiatives to sustain the competitive differentiation of our solutions.
Expenditure on technology was £46.6 million in FY25, in-line with the prior year and, at 16.5% of revenue, demonstrates a clear commitment to invest in maintaining and developing our market-leading solutions. Within this, we are benefitting from initiatives implemented in the previous year to consolidate technology investment into a number of key product development projects such as GBG Go, our global Identity platform. It also reflects our increased operational efficiency gained through the deployment of AI tools to augment product development as well as continued efforts to enhance global alignment by consolidating our technology development into fewer locations with a generally lower cost profile.
Normalised and exceptional items
Amortisation of acquired intangibles
The charge for the year of £34.8 million (FY24: £39.4 million) represents the non-cash cost of amortising separately identifiable intangible assets, including technology-based assets and customer relationships that were acquired through business combinations. The decreased charge in FY25 is due to the impact of some intangibles becoming fully amortised during the year, in addition to changes in exchange rates.
Share-based payments
During FY25 3.3 million (FY24: 3.9 million) new share option awards were granted to directors and team members across the Group, including through the GBG Sharesave scheme. This decrease was due to the share price being comparatively higher at the time of the year awards were granted versus FY24, leading to a lower number of shares being awarded for any given value. In addition, in the prior year, an award was granted upon the appointment of the new CEO. The charge for the year of £5.1 million (FY24: £3.5 million) has increased due to the annualised impact of the increased number of share awards granted in the prior year, in addition to the higher share price increasing the fair value of the awards granted in the current year.
Other exceptional items
Other exceptional costs of £4.5 million were strategic investments to drive initiatives that simplify and increase our global alignment, including a strategic review of our emerging markets focused fraud prevention business. More detail of the costs incurred is included in note 6.
Net finance costs
The Group incurred net finance costs for the year of £6.9 million (FY24: £9.0 million). The decrease is mainly due to lower interest on the variable rate Revolving Credit Facility. This decrease was driven by a lower average level of debt drawdown, which was a consequence of our focus on strong cash generation and utilising this to make facility repayments. There was also some small impact from reductions in interest rates during the second half of the year.
Taxation
The total tax charge of £7.1 million (FY24: £1.8 million credit) includes £13.0 million of current tax payable on the Group's taxable profits and losses in the year (FY24: £8.8 million), offset by a deferred tax credit of £5.9 million (FY24: £10.6 million).
The reported effective tax rate for the Group has moved from 3.6% in FY24 to 45.2% in FY25.
The adjusted effective tax rate, which excludes the impact of amortisation of acquired intangibles, share-based payments, and exceptional items increased from 25.1% to 26.2%. The increase is due to the partial derecognition of the deferred tax asset in respect of tax losses in the State of California. The utilisation of these losses is restricted, and California has suspended loss utilisation for certain periods.
Removing the one-off impact of the deferred tax asset derecognition gives an effective tax rate of 25%, and the Group expects its future adjusted effective tax rate to remain at this level.
Earnings per share
Basic earnings per share improved from a loss of 19.2 pence to a profit of 3.4 pence reflecting the reduction in the non-cash goodwill impairment charge.
Adjusted diluted earnings per share increased 14.9% from the prior year to 17.4 pence driven by the increase in adjusted operating profit and lower net finance cost as explained above.
The basic weighted average number of shares at 31 March 2025 increased marginally to 252.8 million (FY24: 252.6 million), due primarily to the full year impact of shares issued during the prior year.
Cash flows
Group operating activities before tax payments and exceptional items generated £63.0 million of cash (FY24: £57.8 million), representing an Adjusted EBITDA to operating cash conversion ratio of 91.3%, a slight improvement from 90.6% in FY24. This demonstrates the strength of GBG's business model to turn profit into cash successfully to facilitate investment.
During the year to 31 March 2025, net repayments against the RCF were £26.7 million. The outstanding balance is all drawn in US dollars, and this reduced to $95 million by the end of the year (FY24: $129 million).
Overall, our net debt at 31 March 2025 decreased by £32.3 million to £48.5 million. This improvement was net of the £10.6 million full year dividend payment, £2.3 million of GBG shares purchased for the Employee Benefit Trust, and exceptional cash costs of £3.7 million. Offsetting these costs was a positive £1.8 million retranslation impact from the conversion of the non-sterling denominated cash and debt into pound sterling. Further detailed analysis of this movement is included in the Consolidated Cash Flow Statement.
The revolving credit facility is available until July 2027 and provides a platform to support organic growth and other capital allocation decisions.
Deferred and accrued revenue
Deferred revenue at the end of the year decreased by 3.9% to £53.1 million (FY24: £55.3 million), primarily due to a few specific contracts in the Identity business having large prepayments in FY24 which have unwound during FY25 and now been replaced by smaller commitments. This balance principally consists of contracted licence revenues and profits that are payable up front but recognised over time as the Group's revenue recognition criteria are met.
Accrued revenue at the end of the year increased by £0.7 million to £15.1 million (FY24: £14.4 million). This increase was primarily due to timing differences with several larger contracts with partners in the Location segment signed or renewed during the year, where the revenue recognition profile is different to the invoicing profile.
Dividend
At the AGM, the Board of Directors will propose a final ordinary dividend of 4.40 pence per share (FY24: 4.20 pence), amounting to £11.1 million (FY24: £10.6 million).
If approved, this will be paid on 1 August 2025 to ordinary shareholders whose names appear on the register of members at the close of business on 20 June 2025. The Group continues to operate a Dividend Reinvestment Plan, allowing eligible shareholders to reinvest their dividends into GBG shares.
Treasury policy and financial risk
The Group's treasury operation is managed by a Treasury Committee within formally defined policies and reviewed by the Board. The Treasury Committee meet on a regular basis to review cash flow forecasts, covenant compliance, exposure to interest rate and foreign currency movements and make recommendations to the Board based on these reviews.
The Treasury Committee receives weekly cash information to monitor liquidity across the Group and ensure that significant cash outflows, such as acquisition payments, dividends, and loan repayments, could be made without exposing the Group to undue risk.
The Group finances its activities principally with cash, short-term deposits, and borrowings, but has the ability to draw down up to £101.3 million of further funding from a committed revolving credit facility. Other financial assets and liabilities, such as trade receivables and trade payables, arise directly from the Group's operating activities.
Consideration is given to the best use of surplus funds in the interest of shareholders, whilst ensuring that a suitable operational level of cash is retained. Primary uses during FY25 were the repayment of the RCF and purchasing shares for the EBT.
The Group is exposed to a variety of financial risks including market risk (including foreign currency risk and cash flow interest rate risk), credit risk, and liquidity risk,. It is not the Group's policy to engage in speculative activity or to use complex financial instruments.
Post balance sheet event
Post year-end, the Group announced a share buy-back programme of up to £10 million, which completed on 6 June 2025 having purchased and cancelled 3.7 million ordinary shares.
Approved by the Board on 9 June 2025
David Ward
Chief Financial Officer
9 June 2025
| Consolidated Statement of Profit or Loss |
| Year ended 31 March 2025 |
| 2025 | 2024 | |||||||
| Note | Normalised and | Normalised and | ||||||
| Adjusted £000 |
exceptional items1 £000 |
Total £'000 |
Adjusted £000 |
exceptional items1 £000 |
Total £'000 |
|||
| ### Revenue | 3, 4 | 282,717 | - | 282,717 | 277,325 | - | 277,325 | |
| Cost of sales | (84,888) | - | (84,888) | (82,805) | - | (82,805) | ||
| ### Gross profit | 197,829 | - | 197,829 | 194,520 | - | 194,520 | ||
| Operating expenses | (130,791) | (44,388) | (175,179) | (133,323) | (102,548) | (235,871) | ||
| ### Operating profit/(loss) | 67,038 | (44,388) | 22,650 | 61,197 | (102,548) | (41,351) | ||
| Finance income | 4, 7 | 280 | - | 280 | 262 | - | 262 | |
| Finance costs | 8 | (7,203) | - | (7,203) | (9,297) | - | (9,297) | |
| ### Profit/(loss) before tax | 60,115 | (44,388) | 15,727 | 52,162 | (102,548) | (50,386) | ||
| Income tax (charge)/credit | 9 | (15,777) | 8,681 | (7,096) | (13,155) | 14,958 | 1,803 | |
| Profit/(loss) after tax for the year attributable to equity holders of the parent | 44,338 | (35,707) | 8,631 | 39,007 | (87,590) | (48,583) | ||
| ### Earnings per share | 10 | |||||||
| - basic earnings/(loss) per share for the year | 17.5p | 3.4p | 15.4p | (19.2p) | ||||
| - diluted earnings/(loss) per share for the year | 17.4p | 3.4p | 15.1p | (19.2p) | ||||
1 Normalised items include: amortisation of acquired intangibles £34,843,000 (2024: £39,447,000) and share-based payment charges £5,078,000 (2024: £3,488,000). Exceptional items total £4,467,000 (2024: £59,613,000) (see note 6).
The accompanying notes are an integral part of this consolidated statement of profit or loss.
| Consolidated Statement of Comprehensive Income |
| Year ended 31 March 2025 |
| 2025 | 2024 | |||||||||
| £'000 | £'000 | |||||||||
| Profit/(loss) after tax for the period attributable to equity holders of the parent | 8,631 | (48,583) | ||||||||
| Other comprehensive expense: | ||||||||||
| Items that may be reclassified to profit or loss in subsequent periods: | ||||||||||
| Exchange differences on retranslation of foreign operations (net of tax) | (14,436) | (12,306) | ||||||||
| Total items that may be reclassified to profit or loss in subsequent periods | (14,436) | (12,306) | ||||||||
| Items that will not be reclassified to profit or loss in subsequent periods | ||||||||||
| Fair value movement on investments | 500 | (1,600) | ||||||||
| Total items that may be reclassified to profit or loss in subsequent periods | 500 | (1,600) | ||||||||
| Total other comprehensive expense | (13,936) | (13,906) | ||||||||
| Total comprehensive expense for the period attributable to equity holders of the parent | (5,305) | (62,489) | ||||||||
The accompanying notes are an integral part of this consolidated statement of profit or loss.
| Consolidated Statement of Changes in Equity |
| Year ended 31 March 2025 |
| Other reserves | |||||||||||||||||||||||||
| Equity share capital |
Share premium | Merger reserve | Capital redemption reserve | Foreign currency translation reserve | Treasury shares | Total other reserves | (Accumulated losses)/retained earnings | Total equity |
|||||||||||||||||
| Note | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | ||||||||||||||||
| Balance at 1 April 2023 | 6,311 | 567,581 | 99,999 | 3 | 36,483 | (1,074) | 135,411 | (15,159) | 694,144 | ||||||||||||||||
| Loss for the period | - | - | - | - | - | - | - | (48,583) | (48,583) | ||||||||||||||||
| Other comprehensive expense | - | - | - | - | (12,306) | - | (12,306) | (1,600) | (13,906) | ||||||||||||||||
| Total comprehensive expense for the period | - | - | - | - | (12,306) | - | (12,306) | (50,183) | (62,489) | ||||||||||||||||
| Issue of share capital | 4 | - | - | - | - | - | - | - | 4 | ||||||||||||||||
| Cost of employee benefit trust shares issued to employees | - | - | - | - | - | 947 | 947 | (939) | 8 | ||||||||||||||||
| Share-based payments | - | - | - | - | - | - | - | 3,488 | 3,488 | ||||||||||||||||
| Tax on share options | - | - | - | - | - | - | - | 104 | 104 | ||||||||||||||||
| Net share forfeiture refund | - | - | - | - | - | - | - | (37) | (37) | ||||||||||||||||
| Equity dividend | 11 | - | - | - | - | - | - | - | (10,093) | (10,093) | |||||||||||||||
| Balance at 31 March 2024 | 6,315 | 567,581 | 99,999 | 3 | 24,177 | (127) | 124,052 | (72,819) | 625,129 | ||||||||||||||||
| Profit for the period | - | - | - | - | - | - | - | 8,631 | 8,631 | ||||||||||||||||
| Other comprehensive (expense)/income | - | - | - | - | (14,436) | - | (14,436) | 500 | (13,936) | ||||||||||||||||
| Total comprehensive (expense)/income for the period | - | - | - | - | (14,436) | - | (14,436) | 9,131 | (5,305) | ||||||||||||||||
| Issue of share capital | 1 | 4 | - | - | - | - | - | - | 5 | ||||||||||||||||
| Capital reduction | 17 | - | (567,581) | - | - | - | - | - | 567,581 | - | |||||||||||||||
| Investment in own shares | - | - | - | - | - | (2,347) | (2,347) | - | (2,347) | ||||||||||||||||
| Cost of employee benefit trust shares issued to employees | - | - | - | - | - | 1,001 | 1,001 | (991) | 10 | ||||||||||||||||
| Share-based payments | - | - | - | - | - | - | - | 4,337 | 4,337 | ||||||||||||||||
| Tax on share options | - | - | - | - | - | - | - | 142 | 142 | ||||||||||||||||
| Net share forfeiture receipt | - | - | - | - | - | - | - | 2 | 2 | ||||||||||||||||
| Equity dividend | 11 | - | - | - | - | - | - | - | (10,599) | (10,599) | |||||||||||||||
| Balance at 31 March 2025 | 6,316 | 4 | 99,999 | 3 | 9,741 | (1,473) | 108,270 | 496,784 | 611,374 | ||||||||||||||||
The accompanying notes are an integral part of this consolidated statement of profit or loss
| Consolidated Balance Sheet |
| As at 31 March 2025 |
| Note | 2025 | 2024 | |||||
| £'000 | £'000 | ||||||
| Assets | |||||||
| Non-current assets | |||||||
| Goodwill | 12 | 550,261 | 561,622 | ||||
| Other intangible assets | 12 | 142,854 | 181,064 | ||||
| Property, plant and equipment | 12 | 1,251 | 1,650 | ||||
| Right-of-use assets | 12 | 1,251 | 1,565 | ||||
| Investments | 1,926 | 1,426 | |||||
| Deferred tax asset | 612 | 937 | |||||
| Trade and other receivables | 14 | 6,188 | 6,223 | ||||
| 704,343 | 754,487 | ||||||
| ### Current assets | |||||||
| Inventories | 1,578 | 1,316 | |||||
| Trade and other receivables | 14 | 73,291 | 72,841 | ||||
| Current tax | 777 | 2,939 | |||||
| Cash and cash equivalents | 25,159 | 21,321 | |||||
| 100,805 | 98,417 | ||||||
| ### Total assets | 805,148 | 852,904 | |||||
| ### Equity and liabilities | |||||||
| ### Capital and reserves | |||||||
| Equity share capital | 6,316 | 6,315 | |||||
| ### Share premium | 4 | 567,581 | |||||
| Other reserves | 108,270 | 124,052 | |||||
| Retained earnings/(accumulated losses) | 496,784 | (72,819) | |||||
| ### Total equity attributable to equity holders of the parent | 611,374 | 625,129 | |||||
| ### Non-current liabilities | |||||||
| ### Loans and borrowings ### Lease liabilities |
16 | 72,931 532 |
101,115 875 |
||||
| Provisions | 961 | 741 | |||||
| ### Deferred revenue | 1,582 | 2,337 | |||||
| ### Deferred tax liability | 17,151 | 23,819 | |||||
| 93,157 | 128,887 | ||||||
| ### Current liabilities | |||||||
| Lease liabilities | 794 | 836 | |||||
| Trade and other payables | 15 | 44,529 | 43,669 | ||||
| ### Deferred revenue | 51,550 | 52,961 | |||||
| Current tax | 3,744 | 1,422 | |||||
| 100,617 | 98,888 | ||||||
| ### Total liabilities | 193,774 | 227,775 | |||||
| ### Total equity and liabilities | 805,148 | 852,904 |
The accompanying notes are an integral part of this consolidated statement of profit or loss.
Approved by the Board on 9 June 2025
D Dhiman - Director
D Ward - Director
| Consolidated Cash Flow Statement | |||||||
| Year ended 31 March 2025 | |||||||
| Note | 2025 | 2024 | |||||
| £'000 | £'000 | ||||||
| Profit/(loss) before tax: | 15,727 | (50,386) | |||||
| Adjustments to reconcile profit/(loss) before tax to net cash flows | |||||||
| Finance income | 7 | (280) | (262) | ||||
| Finance costs | 8 | 7,203 | 9,297 | ||||
| Depreciation of plant and equipment | 12 | 915 | 1,306 | ||||
| Depreciation of right-of-use assets | 12 | 993 | 1,155 | ||||
| Amortisation of intangible assets | 12 | 34,888 | 39,612 | ||||
| Impairment of goodwill and intangible assets | 12 | - | 54,707 | ||||
| Loss/(gain) on disposal of plant and equipment and intangible assets | 103 | (24) | |||||
| Unrealised gain on foreign exchange | (1,255) | (61) | |||||
| Share-based payments | 5,078 | 3,488 | |||||
| (Increase)/decrease in inventories | (269) | 1,227 | |||||
| Increase/(decrease) in provisions | 250 | (36) | |||||
| Increase in trade and other receivables | (2,528) | (11,723) | |||||
| (Decrease)/increase in trade and other payables | (816) | 5,373 | |||||
| ### Cash generated from operations | 60,009 | 53,673 | |||||
| ### Income tax paid | (7,250) | (10,131) | |||||
| ### Net cash generated from operating activities | 52,759 | 43,542 | |||||
| ### Cash flows (used in)/from investing activities | |||||||
| Acquisition of subsidiaries, net of cash acquired | - | (1,200) | |||||
| Purchase of plant and equipment | 12 | (666) | (448) | ||||
| Purchase of software | 12 | (100) | (9) | ||||
| Proceeds from disposal of plant and equipment | 3 | 1,306 | |||||
| Interest received | 7 | 93 | 82 | ||||
| ### Net cash flows used in investing activities | (670) | (269) | |||||
| ### Cash flows (used in)/from financing activities | |||||||
| Finance costs paid | (7,029) | (8,147) | |||||
| Proceeds from issue of shares | 5 | 4 | |||||
| Purchase of shares for Employee Benefit Trust | (2,347) | - | |||||
| Proceeds/(refund) from share forfeiture | 2 | (37) | |||||
| Proceeds from new borrowings, net of arrangement fee | 16 | 10,000 | 9,714 | ||||
| Repayment of borrowings | 16 | (36,699) | (32,967) | ||||
| Repayment of lease liabilities | (1,071) | (1,399) | |||||
| Dividends paid to equity shareholders | 11 | (10,599) | (10,093) | ||||
| ### Net cash flows used in financing activities | (47,738) | (42,925) | |||||
| Net increase in cash and cash equivalents | 4,351 | 348 | |||||
| Effect of exchange rates on cash and cash equivalents | (513) | (579) | |||||
| Cash and cash equivalents at the beginning of the period | 21,321 | 21,552 | |||||
| ### Cash and cash equivalents at the end of the period | 22 | 25,159 | 21,321 | ||||
The accompanying notes are an integral part of this consolidated statement of profit or loss.
Notes to the Accounts
1. Basis of preparation
The consolidated financial statements have been prepared in accordance with UK-adopted international accounting standards, as applied in accordance with the provisions of the Companies Act 2006. Accounting policies have been applied consistently to all years presented unless otherwise stated.
The preliminary announcement covers the period from 1 April 2024 to 31 March 2025 and was approved by the Board on 9 June 2025. It is presented in Pounds Sterling (£) and all values are rounded to the nearest thousand pounds (£'000) except where otherwise indicated.
The financial information set out herein does not constitute the Company's statutory accounts for the years ended 31 March 2025 or 2024 but is derived from those accounts. The financial information has been prepared using accounting policies consistent with those set out in the annual report and accounts for the year ended 31 March 2025. Statutory accounts for 2024 have been delivered to the Registrar of Companies, and those for 2025 will be delivered in due course. The auditors have reported on those accounts; their report was unqualified, did not include a reference to any matters to which the auditors drew attention by way of emphasis without qualifying their report, and did not contain any statements under Section 498(2) or (3) of the Companies Act 2006.
Non-GAAP Measures
The Group presents the non-GAAP performance measure 'adjusted operating profit' on the face of the Consolidated Income Statement. Adjusted operating profit is not defined by IFRSs and therefore may not be directly comparable with the adjusted operating profit measures of other companies. The business is managed and measured on a day-to-day basis using adjusted results. To arrive at adjusted results, certain adjustments are made for normalised and exceptional items that are individually significant and which could, if included, distort the understanding of the performance for the year and the comparability between periods.
Normalised items
These are recurring items which management considers could affect the underlying results of the Group.
These items relate to:
· amortisation of acquired intangibles; and
· equity-settled share-based payments charges.
Other types of recurring items may arise; however, no others were identified in either the current or prior year. Recurring items are adjusted each year irrespective of materiality to ensure consistent treatment.
Management consider these items to not reflect the underlying performance of the Group.
Exceptional Items
The Group presents as exceptional items those significant items of income and expense which, because of the nature and expected infrequency of the events giving rise to them, merit separate presentation to allow shareholders to understand better the elements of financial performance in the year, so as to facilitate comparison with prior periods and to assess better trends in financial performance. Such items may include, but are not restricted to, significant acquisition, restructuring and integration related costs, adjustments to contingent consideration, profits or losses on disposal of businesses and significant impairment of assets. Exceptional costs are discussed further in note 6.
Redundancy costs are only classified within exceptional items if they are linked to a reorganisation of part of the business, including when as a result of a business integration.
Management consider these significant and/or non-recurring-items to be inherently not reflective of the future or underlying performance of the Group.
Going concern
The assessment of going concern relies heavily on the ability to forecast future cash flows over the going concern assessment period which covered the period through to 30 September 2026. Although GBG has a robust budgeting and forecasting process, the continued economic uncertainty caused by the macroeconomic environment means that additional sensitivities and analysis have been applied to test the going concern assumption under a range of severe but plausible downside scenarios and a reverse stress test scenario.
The Group has continued to successfully convert adjusted operating profit into cash. During the year to 31 March 2025, GBG's operating cash to Adjusted EBITDA ratio ('cash conversion') was 91.3%.
At 31 March 2025 GBG was in a net debt position of £48.5 million (FY24: £80.9 million), an improvement of £32.4 million since 31 March 2024 despite the £10.6 million full year dividend payment, £7.0 million in interest payments and £2.3 million of GBG shares purchased by the Employee Benefit Trust. Cash flow was positively impacted by decreases in interest rates during year and a lower average level of debt drawdown which has led to lower interest payments on the RCF facility.
The RCF facility has a maximum level of £175 million which could be drawn down for working capital purposes if required. As at 31 March 2025, the available undrawn facility was £101.3 million compared to £72.8 million at 31 March 2024. The Group has access to a £175 million until July 2026 which then reduces to £140 million until July 2027.
The facility agreement has the following covenants:
· Leverage - consolidated net borrowings as a multiple of Adjusted EBITDA for the last 12 months, assessed quarterly in arrears, must not exceed 3.00:1.00
· Interest cover - Adjusted EBITDA for the past 12 months as a multiple of consolidated net finance charges, for the last 12 months, assessed quarterly in arrears, must not fall below 4.00:1.00
The Board approved budget showed continued significant headroom in the covenant compliance tests and sufficient liquidity to maintain operations. The budget model was then adjusted to reflect a severe but plausible downside scenario, including increases in costs, interest rates as well as reduced revenue growth both on an overall Group basis and specific to certain areas of the business. Under these downside scenarios, the covenant compliance and liquidity position did not result in any risk to going concern. Relative to the budget produced by management there have not been any adverse variances in the overall trading performance since the year-end.
Following consideration of the budget and a range of downside scenarios, the Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. Therefore, the Directors consider it appropriate to adopt the going concern basis of accounting in preparing the consolidated financial statements.
2. Accounting Policies
The preliminary statement has been prepared on a consistent basis with the accounting policies set out in the last published financial statements for the year ended 31 March 2024. New standards and interpretations which came into force during the year did not have a significant impact on the Group's financial statements.
3. Revenue
Revenue disclosed in the Consolidated Statement of Profit or Loss is analysed as follows:
| 2025 | 2024 | ||
| £'000 | £'000 | ||
| Subscription revenues: | |||
| Consumption-based | 43,178 | 46,440 | |
| Term-based | # 114,298 | # 112,995 | |
| Total subscription revenues | # 157,476 | # 159,435 | |
| Consumption | # 109,687 | # 103,433 | |
| Hardware | # 7,545 | # 7,825 | |
| Other | # 8,009 | # 6,632 | |
| Revenue | 282,717 | 277,325 |
4. Segmental information
The Group's operating segments are aggregated and internally reported to the Group's Chief Executive Officer as three reportable segments: Location, Identity and Fraud on the basis that they provide similar products and services.
'Central overheads' represents Group operating costs such as technology, compliance, finance, legal, people team, information security, premises, Directors' remuneration and PLC costs. Central overheads are not allocated to segments because these activities are the responsibility of group central functions and therefore not considered to be a reportable segment.
The measure of performance of those segments that is reported to the Group's Chief Executive Officer is adjusted operating profit before central overheads, being profits before amortisation of acquired intangibles, equity-settled share-based payments, exceptional items, net finance costs and tax, as shown below.
Information on segment assets and liabilities is not regularly provided to the Group's Chief Executive Officer and is therefore not disclosed below.
| Location | Identity | Fraud | Total | ||||
| Year ended 31 March 2025 | £'000 | £'000 | £'000 | £'000 | |||
| Subscription revenues: | |||||||
| Transactions/consumption-based | 18,044 | 23,100 | 2,034 | 43,178 | |||
| Term-based | 58,967 | 25,536 | 29,795 | 114,298 | |||
| Total subscription revenues | 77,011 | 48,636 | 31,829 | 157,476 | |||
| Transactions/consumption-based | 7,536 | 99,702 | 2,449 | 109,687 | |||
| Hardware | - | 7,545 | - | 7,545 | |||
| Other | 1,089 | 3,105 | 3,815 | 8,009 | |||
| Total revenue | 85,636 | 158,988 | 38,093 | 282,717 | |||
| Adjusted operating profit before central overheads | 36,059 | 40,668 | 16,807 | 93,534 | |||
| Central overheads | (26,496) | ||||||
| Adjusted operating profit | 67,038 | ||||||
| Amortisation of acquired intangibles | (34,843) | ||||||
| Share-based payments charge | (5,078) | ||||||
| Exceptional items | (4,467) | ||||||
| Operating profit | 22,650 | ||||||
| Finance income | 280 | ||||||
| Finance costs | (7,203) | ||||||
| Income tax expense | (7,096) | ||||||
| Profit for the year | 8,631 |
| Location | Identity | Fraud | Total | ||||
| Year ended 31 March 2024 | £'000 | £'000 | £'000 | £'000 | |||
| Subscription revenues: | |||||||
| Transactions/consumption-based | 17,437 | 26,827 | 2,176 | 46,440 | |||
| Term-based | 55,444 | 24,945 | 32,606 | 112,995 | |||
| Total subscription revenues | 72,881 | 51,772 | 34,782 | 159,435 | |||
| Transactions/consumption-based | 7,203 | 94,533 | 1,697 | 103,433 | |||
| Hardware | - | 7,825 | - | 7,825 | |||
| Other | 982 | 1,931 | 3,719 | 6,632 | |||
| Total revenue | 81,066 | 156,061 | 40,198 | 277,325 | |||
| Adjusted operating profit before central overheads | 32,384 | 42,704 | 14,812 | 89,900 | |||
| Central overheads | (28,703) | ||||||
| Adjusted operating profit | 61,197 | ||||||
| Amortisation of acquired intangibles | (39,447) | ||||||
| Share-based payments charge | (3,488) | ||||||
| Exceptional items | (59,613) | ||||||
| Operating loss | (41,351) | ||||||
| Finance income | 262 | ||||||
| Finance costs | (9,297) | ||||||
| Income tax expense | 1,803 | ||||||
| Loss for the year | (48,584) |
5. Operating profit/(loss)
| This is stated after charging/(crediting): | 2025 | 2024 | |
| £'000 | £'000 | ||
| Research and development costs recognised as an operating expense | 12,163 | 15,683 | |
| Other technology related costs recognised as an operating expense | 34,450 | 30,802 | |
| Total technology related costs recognised as an operating expense | 46,613 | 46,485 | |
| Amortisation of intangible assets | 34,888 | 39,612 | |
| Depreciation of property, plant and equipment Depreciation of right-of-use assets |
915 993 |
1,295 1,155 |
|
| Foreign exchange (gain)/loss | (694) | 162 | |
The above expenses are recognised in the operating expenses line in the consolidated statement of profit or loss.
During the year ended 31 March 2025, depreciation of £nil (2024: £11,000) was included in exceptional items since it related to the period between a property being vacated and ultimately disposed and loss on disposal of plant and equipment of £97,000 (2024: £nil) was included in exceptional items since it related to the rationalisation of global locations.
6. Exceptional items
| 2025 | 2024 | ||
| £'000 | £'000 | ||
| (a) Costs associated with strategic review | 1,927 | - | |
| (b) Costs of simplification and global organisational realignment | 2,540 | 4,747 | |
| (c) Rationalisation of office locations | - | 159 | |
| (d) Impairment of goodwill (note 14 & 16) | - | 54,707 | |
| Total exceptional costs | 4,467 | 59,613 |
(a) This represents legal and professional advisor costs of £1,927,000 incurred in relation to strategic investments to drive initiatives that simplify and increase our global alignment. This included a strategic review of our emerging markets focused fraud prevention business and ultimately the decision was taken to separate out the activities of this business. As a result, Global Fraud Solutions will operate as a standalone operating segment in FY26.
(b) As part of the transition to the new management leadership team, including the new CEO, costs were incurred implementing the revised strategy of focusing on simplicity and being globally aligned. This included:
· Costs associated with team member reorganisations of £1,777,000 which relate to exit costs of personnel leaving the business on an involuntary basis due to reorganisations within our operating divisions. Due to the nature of these costs, they have been deemed to be exceptional in order to better reflect our underlying performance. Exit costs outside of these circumstances have been treated as an operating expense. A more centralised approach to development and innovation led to the Group expensing £576,000 in order to reduce the number of global locations.
· During 2025, and following a number of acquisitions over many years, the Group expensed £187,000 associated with becoming more globally aligned. Our Identity & Fraud (IDF) businesses were brought together into one global organisation, and from 1 April 2025, our legacy global IDF brands (IDology, GreenID and Cloudcheck) were retired and instead these businesses now trade under the single GBG brand. This included transitioning the main corporate website and email accounts to the newly acquired @gbg.com domain. Costs are anticipated to continue into the year ended 31 March 2026.
Due to the size and nature of these costs, management consider that they do not reflect the Group's trading performance and so are adjusted to ensure consistency between periods.
During the year to 31 March 2024, integration costs were incurred in relation to the integration of the Acuant and Cloudcheck acquisitions. There were no such costs incurred in the year to 31 March 2025.
(c) In the year to 31 March 2024, the Group expensed £159,000 with £254,000 relating to the costs associated with exiting leased buildings and £95,000 credit relating to a gain on disposal from the sale of an owned property. Due to the nature of these costs, management deem them to be exceptional in order to better reflect our underlying performance. This rationalisation project was finalised by the end of FY24 and so there were no costs in FY25.
(d) As part of the Group's annual impairment testing in FY24, it was identified that the goodwill allocated to the Identity - Americas group of CGUs was impaired and an impairment charge £54,707,000 was recognised. The annual review in FY25 did not result in any impairment charge being required.
The total cash net inflow during the year as a result of exceptional items was £3,733,000 (2024: £4,124,000 outflow). The tax impact of the exceptional items was a tax credit of £738,000 (2024: tax credit of £1,158,000).
7. Finance income
| 2025 | 2024 | ||
| £'000 | £'000 | ||
| Bank interest receivable | 93 | 73 | |
| Interest income on non-current accrued revenue | 187 | 180 | |
| Tax interest receivable | - | 9 | |
| 280 | 262 |
8. Finance costs
| 2025 | 2024 | ||
| £'000 | £'000 | ||
| Bank interest payable | 6,678 | 8,712 | |
| Amortisation of bank loan fees | 341 | 341 | |
| Other interest payable | 104 | 174 | |
| Lease liability interest | 80 | 70 | |
| 7,203 | 9,297 |
9. Income tax charge/(credit)
| a) Tax on profit/(loss) | |||
| The tax charge/(credit) in the Consolidated Statement of Profit or Loss for the year is as follows: | |||
| 2025 | 2024 | ||
| £'000 | £'000 | ||
| Current income tax | |||
| UK corporation tax on profit/(loss) for the year | 5,930 | 4,590 | |
| Amounts underprovided in previous years | 940 | 229 | |
| Foreign tax | 6,125 | 3,985 | |
| 12,995 | 8,804 | ||
| Deferred tax | |||
| Origination and reversal of temporary differences | (6,275) | (8,054) | |
| Amounts underprovided/(overprovided) in previous years | (781) | (209) | |
| Impact of change in tax rates | 1,157 | (2,344) | |
| (5,899) | (10,607) | ||
| Tax charge/(credit) in the Consolidated Statement of Profit or Loss | 7,096 | (1,803) | |
| b) Reconciliation of the total tax charge/(credit) | |||
| The profit/(loss) before tax multiplied by the standard rate of corporation tax in the UK would result in a tax charge as explained below: | |||
| 2025 | 2024 | ||
| £'000 | £'000 | ||
| Consolidated profit/(loss) before tax | 15,727 | (50,386) | |
| Consolidated profit/(loss) before tax multiplied by the standard rate of corporation tax in the UK of 25% (2024: 25%) |
3,932 | (12,596) | |
| Effect of: | |||
| Permanent differences | 2,623 | 16,886 | |
| Non-taxable income | (1,455) | (1,988) | |
| Rate changes | 1,157 | (2,344) | |
| Movement in unrecognised deferred tax assets | 470 | (204) | |
| Adjustments in respect of prior years | 159 | 20 | |
| Research and development incentives | (631) | (417) | |
| Patent Box relief | (710) | (752) | |
| Share option relief | 228 | 488 | |
| Effect of higher taxes on overseas earnings | 1,323 | (896) | |
| Total tax charge/(credit) reported in the Consolidated Statement of Profit or Loss | 7,096 | (1,803) |
The Group's reported effective tax rate for the year was 45.2% (2024: 3.6%). After adjusting for the impact of amortisation of acquired intangibles, equity-settled share-based payments and exceptional items, the adjusted effective tax rate was 26.2% (2024: 25.2%). These measures are defined in the alternative performance measures note. The increase in the adjusted effective tax rate is due to the partial derecognition of the deferred tax asset in respect of tax losses in the State of California where loss utilisation is restricted.
10. Earnings per ordinary share
| 2025 | 2024 | |||||||
| Basic | 3.4p | (19.2p) | ||||||
| Diluted | 3.4p | (19.2p) | ||||||
| Adjusted Basic | 17.5p | 15.4p | ||||||
| Adjusted Diluted | 17.4p | 15.1p | ||||||
Basic
Basic earnings per share is calculated by dividing the profit attributable to equity holders of the Company from continuing operations by the basic weighted average number of ordinary shares in issue during the year.
Diluted
Diluted earnings per share is calculated by dividing the profit for the year attributable to ordinary equity holders from continuing operations by the weighted average number of ordinary shares outstanding during the year plus the weighted average number of ordinary shares that would be issued on the conversion of all the dilutive potential ordinary shares into ordinary shares.
| 2025 | 2024 | ||||
| No. | No. | ||||
| Basic weighted average number of shares in issue | 252,801,276 | 252,552,462 | |||
| Basic weighted average number of shares held by the EBT | (328,352) | (161,495) | |||
| Dilutive effect of share options | 2,673,120 | 5,247,463 | |||
| Diluted weighted average number of shares in issue | 255,146,044 | 257,638,430 |
For the year ended 31 March 2024, potential ordinary shares were antidilutive, as their inclusion in the diluted loss per share calculation would reduce the loss per share, and have therefore been excluded.
Adjusted
Adjusted earnings per share is defined as adjusted operating profit less net finance costs and adjusted tax divided by the basic weighted average number of ordinary shares of the Company.
| 2025 £'000 |
Basic 2025 pence per share |
Diluted 2025 pence per share |
2024 £'000 |
Basic 2024 pence per share |
Diluted 2024 pence per share |
||||
| Adjusted operating profit | 67,038 | 26.5 | 26.3 | 61,197 | 24.2 | 23.8 | |||
| Less net finance costs | (6,923) | (2.8) | (2.7) | (9,035) | (3.6) | (3.6) | |||
| Less adjusted tax | (15,777) | (6.2) | (6.2) | (13,155) | (5.2) | (5.1) | |||
| Adjusted earnings | 44,338 | 17.5 | 17.4 | 39,007 | 15.4 | 15.1 |
11. Dividends paid and proposed
| 2025 £'000 |
2024 £'000 |
|||||||
| Declared and paid during the year | ||||||||
| Final dividend for 2024 paid in July 2024: 4.20p (final dividend for 2023 paid in July 2023: 4.00p) | 10,599 | 10,093 | ||||||
| Proposed for approval at AGM (not recognised as a liability at 31 March) | ||||||||
| Final dividend for 2025: 4.40p (2024: 4.20p) | 11,116 | 10,609 |
12. Non-current assets
| Goodwill £'000 |
Other intangible assets £'000 |
Property, plant & equipment £'000 |
Right-of-use assets £'000 |
||||
| Cost | |||||||
| At 1 April 2024 | 734,356 | 350,671 | 6,076 | 3,928 | |||
| Additions | - | 100 | 643 | 717 | |||
| Disposals | - | (4,460) | (1,524) | (806) | |||
| Foreign exchange adjustment | (14,941) | (6,768) | (66) | (25) | |||
| At 31 March 2025 | 719,415 | 339,543 | 5,129 | 3,814 | |||
| Depreciation, impairment and amortisation | |||||||
| At 1 April 2024 | 172,734 | 169,607 | 4,426 | 2,363 | |||
| Charge for the period | - | 34,888 | 915 | 993 | |||
| Disposals | - | (4,460) | (1,418) | (806) | |||
| Foreign exchange adjustment | (3,580) | (3,346) | (45) | 13 | |||
| At 31 March 2025 | 169,154 | 196,689 | 3,878 | 2,563 | |||
| Net book value | |||||||
| At 31 March 2025 | 550,261 | 142,854 | 1,251 | 1,251 | |||
| At 1 April 2024 | 561,622 | 181,064 | 1,650 | 1,565 |
13. Impairment
Impairment review
Goodwill and intangible assets acquired through business combinations is allocated to the CGUs that are expected to benefit from that business combination and has been allocated for impairment testing purposes to seven groups of CGUs as follows:
§ Location CGU (represented by the Location operating segment)
§ Identity - EMEA CGU (part of the Identity operating segment)
§ Identity - APAC CGU (part of the Identity operating segment)
§ Identity - Americas CGU (part of the Identity operating segment)
§ Fraud - Investigate CGU (part of the Fraud operating segment)
§ Fraud - APAC CGU (part of the Fraud operating segment)
| 2025 | 2024 | ||||||||||
| Goodwill | Acquired Intangibles | Total | Goodwill | Acquired Intangibles | Total | ||||||
| Name | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | |||||
| Location Unit | 63,554 | 5,540 | 69,094 | 61,622 | 7,912 | 69,534 | |||||
| Location - APAC Unit* | n/a | n/a | n/a | 2,228 | 468 | 2,696 | |||||
| Identity - EMEA Unit | 101,659 | 17,546 | 119,205 | 103,070 | 21,990 | 125,060 | |||||
| Identity - APAC Unit | 70,704 | 17,105 | 87,809 | 73,180 | 21,631 | 94,811 | |||||
| Identity - Americas Unit | 298,061 | 101,850 | 399,911 | 304,372 | 127,301 | 431,673 | |||||
| Fraud - Investigate Unit | 3,608 | 693 | 4,301 | 3,608 | 1,661 | 5,269 | |||||
| Fraud - APAC Unit | 12,675 | - | 12,675 | 13,542 | 33 | 13,575 | |||||
| 550,261 | 142,734 | 692,995 | 561,622 | 180,996 | 742,618 |
*Now combined into the Location Unit
Key Assumptions Used in Value in Use Calculations - Base Case
The key assumptions for value in use calculations are those regarding the forecast cash flows, discount rates and growth rates.
The Group prepares cash flow forecasts using:
· budgets and forecasts approved by the Directors covering a 5 year period;
· an appropriate extrapolation of cash flows is applied beyond this to determine a terminal value using a combination of:
o for the Identity segment only - industry analysis of market growth rates to 2033; and
o a long-term average growth rate applied to perpetuity for the geographic market being assessed.
Forecast revenue growth rates, margins and cash flow conversion rates were based on past experience, industry market analysis and strategic opportunities specific to the group of CGUs being assessed.
The use of a pre-perpetuity projection period of more than five years for the Identity segment is an accounting judgement. It was considered that beyond the initial period covered by budgets and forecasts, it was most appropriate to include a further period of three years of growth rates (2024: three years of growth rates) that are higher than the long-term average growth rates for that particular region. The growth rates were considered to be reliable since they were determined on the basis of multiple pieces of independent, external industry and market research covering the Identity and Identity Fraud markets which supported that, over this period, this market is expected to grow at a higher rate than the long-term growth rates of these geographic markets as a whole.
Beyond this forecast period, the long-term average growth rate is not greater than the average long-term retail growth rate in the territory where the group of CGUs is based UK - 2.0%; USA - 2.5%; Australia - 3.0% (2024: UK - 2.0%; USA - 2.5%; Australia - 3.0%).
The Directors estimate discount rates using pre-tax rates that reflect current market assessments of the time value of money and the risks specific to the individual CGU. Growth rates reflect long-term growth rate prospects for the economy in which the CGU operates.
| 2025 | 2024 | |||||||
| Name | Pre-tax discount rate |
Growth rate (in perpetuity) |
Pre-tax discount rate |
Growth rate (in perpetuity) |
||||
| % | % | % | % | |||||
| Location Unit | 14.6% | 2.0% | 13.7% | 2.0% | ||||
| Location - APAC Unit | n/a | n/a | 12.7% | 3.0% | ||||
| Identity - EMEA Unit* | 14.4% | 2.0% | 13.4% | 2.0% | ||||
| Identity - APAC Unit* | 12.7% | 3.0% | 12.6% | 3.0% | ||||
| Identity - Americas Unit* | 12.3% | 2.5% | 12.2% | 2.5% | ||||
| Fraud - Investigate Unit | 14.7% | 2.0% | 13.8% | 2.0% | ||||
| Fraud - APAC Unit | 13.4% | 3.0% | 12.7% | 3.0% |
* For the year to 31 March 2025, the following revenue growth rates have been applied to the three-year period from 1 April 2030 to 31 March 2033 for these groups of CGUs: Identity - EMEA 8.0% (2024: 8.0%), Identity - APAC 10.0% (2024: 10.0%) and Identity - Americas 14.7% (2024: 14.7%).
The headroom/(impairment) (i.e. the excess/(shortfall) of the value of discounted future cash flows over the carrying amount of the CGU) under the base case scenario was as follows:
| 2025 | 2024 | |||||
| Name | Base case1 £'000 |
Base case1 £'000 |
||||
| Location Unit | 299,769 | 246,384 | ||||
| Location - APAC Unit | n/a | 15,876 | ||||
| Identity - EMEA Unit | 42,375 | 36,439 | ||||
| Identity - APAC Unit | 20,660 | 34,658 | ||||
| Identity - Americas Unit | 24,867 | 4,144 | ||||
| Fraud - Investigate Unit | 55,699 | 62,206 | ||||
| Fraud - APAC Unit | 54,242 | 62,710 |
1 The excess of the recoverable amount over the carrying amount of the CGU before applying sensitivities
Key Assumptions Used in Value in Use Calculations - Sensitised Case
The Group has considered the impact of changes in future revenue growth and key assumptions on the base case value in use model, to create a sensitised value in use model. The table below shows the impact on the base case headroom as a result of the following changes, with all other assumptions being unchanged:
| 0.1% change in annual revenue growth forecast | 0.1% change in discount rate | 0.1% change in long-term growth rate | ||||
| Name | £'000 | £'000 | £'000 | |||
| Location Unit | (12,059) | (3,935) | (2,915) | |||
| Identity - EMEA Unit | (1,570) | (1,843) | (1,070) | |||
| Identity - APAC Unit | (784) | (1,597) | (1,052) | |||
| Identity - Americas Unit | (3,586) | (6,376) | (4,155) | |||
| Fraud - Investigate Unit | (276) | (628) | (465) | |||
| Fraud - APAC Unit | (3,188) | (940) | (747) | |||
A sensitised model has been included below, applying the cumulative impact of:
· Increasing pre-tax discount rates by 50bps (2024: 50bps), to reflect potential increases in government bond yields and associated risk free rates. We have increased the sensitivity of this assumption given the greater volatility observed in discount rates in the last 12 month period;
· Decreasing average annual growth forecasts between 2026 and 2033 by 100bps (2024: average annual growth forecasts between 2025 and 2032 by 100bps), to reflect the potential for a worse than predicted market outlook; and
· Decreasing long term growth rates by 25bps (2024: 25bps), to reflect a worse than predicted long term global economic outlook.
It was not deemed necessary to sensitise the operating margin of the CGU given the strategy for growth. Despite the forecast growth the unsensitised forecast cash flows do not assume any operating leverage which would increase operating profit margins. Management determined that should growth be slower than estimated then there was adequate headroom in the estimates of costs that operating margins could be preserved.
The headroom/(impairment) (i.e. the excess of the value of discounted future cash flows over the carrying amount of the CGU) under the sensitised scenario is below:
| 2025 | 2024 | ||||||
| Name | Base case headroom £'000 |
Change in headroom increasing discount rate by 50bps £'000 |
Change in headroom decreasing annual revenue growth rates during the forecast period by 100 bps £'000 |
Change in headroom decreasing long- term growth rates by 25bps £'000 |
Sensitised1 £'000 |
Sensitised1 £'000 |
|
| Location Unit | 299,769 | (18,865) | (24,714) | (5,819) | 250,371 | 209,849 | |
| Location - APAC Unit | n/a | n/a | n/a | n/a | n/a | 13,140 | |
| Identity - EMEA Unit | 42,375 | (8,831) | (14,320) | (2,043) | 17,181 | 10,882 | |
| Identity - APAC Unit | 20,660 | (7,559) | (2,284) | (2,120) | 8,697 | 14,300 | |
| Identity - Americas Unit | 24,867 | (30,241) | (32,220) | (7,915) | (45,509) | (72,347) | |
| Fraud - Investigate Unit | 55,699 | (3,013) | (2,559) | (626) | 49,501 | 54,473 | |
| Fraud - APAC Unit | 54,242 | (4,450) | (5,420) | (869) | 43,503 | 51,760 |
1 Headroom after adjusting future cash flows and key assumptions to create a sensitised value in use model
The sensitised scenario would lead to impairment of £45,509,000 for Identity - Americas. Therefore, a reasonably possible change in the value of the key assumptions could cause CGU carrying amount to exceed its recoverable amount.
When considering goodwill impairment, the break-even rate at which headroom within each CGU is reduced to £nil, if all other assumptions remain unchanged, has also been considered.
| 2025 | 2024 | |||||||||||
| Name | Pre-tax discount rate |
Decrease in base case cash flows | Revenue growth rate (2030 to 2033) |
Pre-tax discount rate |
Decrease in base case cash flows | Revenue growth rate (2029 to 2032) |
||||||
| Location Unit | 75.1% | (81.1%) | n/a | 56.7% | (78.0)% | n/a | ||||||
| Location - APAC Unit | n/a | n/a | n/a | 67.7% | (85.0)% | n/a | ||||||
| Identity - EMEA Unit | 18.4% | (26.1%) | (3.0%) | 16.5% | (23.0)% | (1.4)% | ||||||
| Identity - APAC Unit | 14.7% | (19.0%) | 0.9% | 15.8% | (27.0)% | (4.7)% | ||||||
| Identity - Americas Unit | 12.9% | (5.8%) | 12.4% | 12.3% | (1.0)% | 14.2% | ||||||
| Fraud - Investigate Unit | 331.2% | (92.6%) | n/a | 248.9% | (92.0)% | n/a | ||||||
| Fraud - APAC Unit | 59.0% | (80.6%) | n/a | 53.9% | (82.0)% | n/a |
With the exception of the Identity - Americas groups of CGUs, the Directors do not believe that any reasonably possible changes in the value of the key assumptions noted above would cause a CGU carrying amount to exceed its recoverable amount.
14. Trade and other receivables
| 2025 £'000 |
2024 £'000 |
||||||
| Current | |||||||
| Trade receivables | 54,613 | 57,157 | |||||
| Allowance for unrecoverable amounts | (1,536) | (2,416) | |||||
| Net trade receivables | 53,077 | 54,741 | |||||
| Prepayments | 10,800 | 9,441 | |||||
| Accrued income | 9,414 | 8,659 | |||||
| 73,291 | 72,841 | ||||||
| Non-current | |||||||
| Prepayments | 490 | 493 | |||||
| Accrued income | 5,698 | 5,730 | |||||
| 6,188 | 6,223 |
15. Trade and Other Payables
| 2025 £'000 |
2024 £'000 |
||||||
| Trade payables | 12,598 | 13,568 | |||||
| Other taxes and social security costs | 4,164 | 4,983 | |||||
| Accruals | 27,767 | 25,118 | |||||
| 44,529 | 43,669 |
16. Loans and borrowings
Bank loans
During the year to 31 March 2025, the Group drew down an additional £10,000,000 and made repayments of $34,000,000 (£26,688,000) and £10,000,000. The outstanding balance on the loan facility at 31 March 2025 was £73,685,000 (2024: £102,175,000) representing £nil in GBP (2024: £nil) and $95,000,000 in USD (2024: $129,000,000).
The Group has access to a £175 million facility until July 2026 which then reduces to £140 million until July 2027. Loan arrangement fees have been netted off the loan balance.
The debt bears an interest rate of Sterling Overnight Index Average (SONIA) for GBP drawdowns or Secured Overnight Financing Rate (SOFR) for USD drawdowns plus a margin of between 1.6% and 2.4% depending on the Group's current leverage position.
The loan is secured by a fixed and floating charge over the assets of the Group.
| 2025 £'000 |
2024 £'000 |
||||||
| Opening bank loan | 101,115 | 126,411 | |||||
| New borrowings | 10,000 | 10,000 | |||||
| Agency fee paid | (35) | (56) | |||||
| Loan fees paid for extension | - | (286) | |||||
| Repayment of borrowings | (36,699) | (32,967) | |||||
| Amortisation of loan fees | 341 | 341 | |||||
| Foreign currency translation adjustment | (1,791) | (2,328) | |||||
| Closing bank loan | 72,931 | 101,115 | |||||
| Analysed as: | |||||||
| Amounts falling due within 12 months | - | - | |||||
| Amounts falling due after one year | 72,931 | 101,115 | |||||
| 72,931 | 101,115 | ||||||
| Analysed as: | |||||||
| Bank loans | 73,685 | 102,175 | |||||
| Unamortised loan fees | (754) | (1,060) | |||||
| 72,931 | 101,115 |
17. Capital reduction
On 22 August 2024, the Company completed a capital reduction exercise under section 641 of the Companies Act 2006. As a result, the entire share premium balance at that date of £567,581,000 was cancelled and created an accumulated profit within the Company's profit and loss account and now constitutes a distributable reserve.
18. Subsequent events
On 25 April 2025, the Company announced a Share Buyback programme up to a total value of £10 million. The programme completed on 6 June 2025, having purchased and cancelled 3,716,684 shares.
19. Alternative performance measures
Management assess the performance of the Group using a variety of alternative performance measures. In the discussion of the Group's reported operating results, alternative performance measures are presented to provide readers with additional financial information that is regularly reviewed by management. However, this additional information presented is not uniformly defined by all companies including those in the Group's industry. Accordingly, it may not be comparable with similarly titled measures and disclosures by other companies. Additionally, certain information presented is derived from amounts calculated in accordance with IFRS but is not itself an expressly permitted GAAP measure. Such measures are not defined under IFRS and are therefore termed 'non-GAAP' measures. These non-GAAP measures are not considered to be a substitute for or superior to IFRS measures and should not be viewed in isolation or as an alternative to the equivalent GAAP measure.
The Group's income statement and segmental analysis separately identify trading results before certain items. The directors believe that presentation of the Group's results in this way is relevant to an understanding of the Group's financial performance, as such items are identified by virtue of their size, nature or incidence. This presentation is consistent with the way that financial performance is measured by management and reported to the Board and assists in providing a meaningful analysis of the trading results of the Group. In determining whether an event or transaction is presented separately, management considers quantitative as well as qualitative factors such as the frequency or predictability of occurrence. Examples of charges or credits meeting the above definition, and which have been presented separately in the current and/or prior years include amortisation of acquired intangibles, share-based payments charges, acquisition related costs and business restructuring programmes. In the event that other items meet the criteria, which are applied consistently from year to year, they are also presented separately.
In respect of revenue performance measures, the primary measure is revenue growth at constant currency.
Where the current or prior year revenue has been impacted either by acquisitions/disposal or significant non-repeating revenue, alternative measures are presented to provide a more reflective method to compare performance from one period to another.
Organic revenue growth is used to remove the revenue from businesses acquired or disposed within the previous 12 months. Organic growth is defined by the Group as year-on-year continuing revenue growth, excluding acquisitions which are included only after the first
anniversary following their purchase and disposed businesses.
The following are the key non-GAAP measures used by the Group:
Constant currency
Constant currency means that non-Pound Sterling revenue in the comparative period is translated at the same exchange rate applied to the current year non-Pound Sterling revenue. This therefore eliminates the impact of fluctuations in exchange rates on underlying performance and enables measurement of performance on a comparable year-on-year basis without the impact of foreign exchange movements.
| 2025 | |||||||
| Location £'000 |
Identity £'000 |
Fraud £'000 |
Total £'000 |
||||
| Revenue | 85,636 | 158,988 | 38,093 | 282,717 | |||
| Constant currency adjustment | - | - | - | - | |||
| Revenue at constant currency | 85,636 | 158,988 | 38,093 | 282,717 |
| 2024 | |||||||
| Location £'000 |
Identity £'000 |
Fraud £'000 |
Total £'000 |
||||
| Revenue | 81,066 | 156,061 | 40,198 | 277,325 | |||
| Constant currency adjustment | (464) | (1,799) | (517) | (2,781) | |||
| Revenue at constant currency | 80,602 | 154,262 | 39,681 | 274,544 |
| Growth | |||||||
| Location % |
Identity % |
Fraud % | Total % |
||||
| Revenue | 5.6% | 1.9% | (5.2%) | 1.9% | |||
| Constant currency adjustment | 0.6% | 1.2% | 1.2% | 1.1% | |||
| Revenue at constant currency | 6.2% | 3.1% | (4.0%) | 3.0% |
Normalised items
These are recurring items which management considers could affect the underlying results of the Group.
These include:
· amortisation of acquired intangibles; and
· share-based payment charges
Normalised items are excluded from statutory measures to determine adjusted results.
Adjusted operating profit
Adjusted operating profit means operating profit before exceptional items and normalised items. Adjusted results allow for the comparison of results year-on-year without the potential impact of significant one-off items or items which do not relate to the underlying performance of the Group. Adjusted operating profit is a measure of the underlying profitability of the Group.
| 2025 | 2024 | |||
| £'000 | £'000 | |||
| Operating profit / (loss) | 22,650 | (41,351) | ||
| Amortisation of acquired intangibles | 34,843 | 39,447 | ||
| Share-based payment charges | 5,078 | 3,488 | ||
| Exceptional items | 4,467 | 59,613 | ||
| Adjusted operating profit | 67,038 | 61,197 |
Adjusted operating profit margin
Adjusted operating profit margin is calculated as adjusted operating profit as a percentage of revenue.
Adjusted operating expenses
Adjusted operating expenses means reported operating profit before exceptional items and normalised items. Adjusted operating expenses allow for the comparison of results year-on-year without the potential impact of significant one-off items or items which do not relate to the underlying operating expenses of the Group. Adjusted operating expenses is a measure of the underlying operating expenses of the Group.
| 2025 | 2024 | |||
| £'000 | £'000 | |||
| Reported operating expenses | 175,179 | 235,871 | ||
| Amortisation of acquired intangibles | (34,843) | (39,447) | ||
| Share-based Payments | (5,078) | (3,488) | ||
| Impairment of Goodwill | - | (54,707) | ||
| Other exceptional items | (4,467) | (4,906) | ||
| Adjusted operating expenses | 130,791 | 133,323 |
Adjusted EBITDA
Adjusted EBITDA means adjusted operating profit before depreciation and amortisation of non-acquired intangibles. Adjusted EBITDA is a measure of the underlying cash generation and the profit measure used in our covenant compliance calculations under the RCF agreement.
| 2025 | 2024 | |||
| £'000 | £'000 | |||
| Adjusted operating profit | 67,038 | 61,197 | ||
| Depreciation of property, plant and equipment | 915 | 1,306 | ||
| Depreciation of right-of-use assets | 993 | 1,155 | ||
| Amortisation of non-acquired intangibles | 45 | 165 | ||
| Adjusted EBITDA | 68,991 | 63,823 |
Adjusted tax
Adjusted Tax means income tax charge before the tax impact of amortisation of acquired intangibles, share-based payment charges and exceptional items. This provides an indication of the ongoing tax rate across the Group.
Adjusted effective tax rate
The adjusted effective tax rate means adjusted tax divided by adjusted earnings.
| 2025 | 2024 | ||||||||||||
| Loss before tax | Income tax charge | Effective tax rate | Profit before tax | Income tax charge | Effective tax rate | ||||||||
| £'000 | £'000 | % | £'000 | £'000 | % | ||||||||
| Reported effective tax rate | 15,727 | 7,096 | 45.1 | (50,386) | (1,803) | 3.6% | |||||||
| Add back: | |||||||||||||
| Amortisation of acquired intangibles | 34,843 | 6,877 | (17.5%) | 39,447 | 13,391 | (109.5%) | |||||||
| Equity-settled share-based payments | 5,078 | 1,066 | (0.6%) | 3,488 | 409 | (55.1%) | |||||||
| Exceptional items | 4,467 | 738 | (0.8%) | 59,613 | 1,158 | 186.2% | |||||||
| Adjusted effective tax rate | 60,115 | 15,777 | 26.2% | 52,162 | 13,155 | 25.2% | |||||||
Adjusted earnings per share ('Adjusted EPS')
Adjusted EPS represents adjusted earnings divided by a weighted average number of shares in issue and is disclosed to indicate the underlying profitability of the Group. Adjusted EPS is a measure of underlying earnings per share for the Group. Adjusted earnings represents adjusted operating profit less net finance costs and income tax charges. Refer to note 10 for calculation.
Net (debt)/cash
This is calculated as cash and cash equivalent balances less outstanding external loans. Unamortised loan arrangement fees are netted against the loan balance in the financial statements but are excluded from the calculation of net cash/debt. Lease liabilities following the implementation of IFRS 16 are also excluded from the calculation of net cash/debt since they are not considered to be indicative of how the Group finances the business. This is a measure of the strength of the Group's balance sheet.
| 2025 | 2024 | |||
| £'000 | £'000 | |||
| Cash and cash equivalents | 25,159 | 21,321 | ||
| Loans on balance sheet | 72,931 | 101,115 | ||
| Unamortised loan arrangement fees | 754 | 1,060 | ||
| External loans | 73,685 | 102,175 | ||
| Net debt | (48,526) | (80,854) |
Debt leverage
This is calculated as the ratio of net (debt)/cash to adjusted EBITDA. This demonstrates the Group's liquidity and its ability to pay off its incurred debt.
| 2025 | 2024 | |||
| £'000 | £'000 | |||
| Net debt | (48,526) | (80,854) | ||
| Adjusted EBITDA | 68,991 | 63,823 | ||
| Debt leverage | 0.70 | 1.27 |
Cash conversion %
This is calculated as cash generated from operations in the Consolidated Cash Flow Statement, adjusted to exclude cash payments in the year for exceptional items, as a percentage of adjusted operating profit. This measures how efficiently the Group's operating profit is converted into cash.
| 2025 | 2024 | |||
| £'000 | £'000 | |||
| Cash generated from operations before tax payments (from Consolidated Cash Flow Statement) | 60,009 | 53,673 | ||
| Opening unpaid exceptional items | 904 | 1,251 | ||
| Total exceptional items | 4,467 | 59,613 | ||
| Non-cash exceptional items | (98) | (55,836) | ||
| Closing unpaid exceptional items | (2,278) | (904) | ||
| Cash outflow for exceptional items | 2,995 | 4,124 | ||
| Cash generated from operations before tax payments and exceptional items paid | 63,004 | 57,797 | ||
| Adjusted EBITDA | 68,991 | 63,823 | ||
| Cash conversion % | 91.3% | 90.6% |
Website
The Investors section of the Company's website, (www.gbgplc.com/investors), contains detailed information on news, press releases,
key financial information, annual and interim reports, share price information, dividends and key contact details.
Our share price is also available on the London Stock Exchange website. The following information is a summary and readers are encouraged to view the website for more detailed information.
Dividend Reinvestment Plan
The Company offers a Dividend Reinvestment Plan that enables shareholders to reinvest cash dividends into additional shares in the
Company. Application forms can be obtained from Equiniti.
Share scams
Shareholders should be aware that fraudsters may try and use high pressure tactics to lure investors into share scams. Information on
share scams can be found on the Financial Conduct Authority's website, www.fca.org.uk/scams.
Financial calendar 2025
| Annual General Meeting Dividend Ex-Div Date Dividend Record Date Dividend Payment Date |
22 July 2025 19 June 2025 20 June 2025 1 August 2025 |
Shareholder enquiries
GBG's registrar, Equiniti, can deal with any enquiries relating to your shareholding, such as a change of name or address or a replacement of a share certificate. Equiniti's Shareholder Contact Centre can be contacted on +44 (0) 371 384 2365. Lines are open from 8:30 a.m. to 5:30 p.m. (UK time), Monday to Friday, excluding public holidays in England and Wales. You can also access details of your shareholding and a range of other shareholder services by registering at www.shareview.co.uk.
| ## Company Secretary & Registered Office Annabelle Burton GB Group plc The Foundation, Herons Way Chester Business Park Chester CH4 9GB United Kingdom Registered in England & Wales Company Number: 2415211 T: +44 (0)1244 657333 E: [email protected] W: www.gbgplc.com |
## Auditor PricewaterhouseCoopers LLP 1 Hardman Square Manchester M3 3EB ## Solicitors Squire Patton Boggs (UK) LLP 1 Spinningfields 1 Hardman Square Manchester M3 3EB Ashhurst LLP London Fruit & Wool Exchange 1 Duval Square London E1 6PW |
| ## Nominated Advisor and Joint Broker Numis Securities Limited 45 Gresham Street London EC2V 7BF ## Joint Broker Barclays Bank plc 1 Churchill Place, Canary Wharf London E14 5HP |
## Registrars Equiniti Aspect House Spencer Road Lancing West Sussex BN99 6DA Financial PR FTI Consulting LLP 200 Aldersgate Aldersgate Street London EC1A 4HD |
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