REG - GB Group PLC - Final Results
Tue 07:00
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RNS Number : 0922M GB Group PLC 10 June 2025
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 revenue(1) 282.7 274.5 3.0%
Adjusted operating profit(1) 67.0 61.2 9.5%
Adjusted operating margin 23.7% 22.1% 160bps
Adjusted diluted earnings per share(2) 17.4p 15.1p 14.9%
Cash conversion(1) 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 tax(3) 15.7 (50.4)
Diluted profit / (loss) per share 3.4p (19.2)p
Net debt(1) 48.5 80.9
Final dividend per share 4.40p 4.20p 4.8%
(1)Defined within note 19 to the results. (2)Defined within note 10 to the
results.(3)FY24 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
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:
GBG@fticonsulting.com (mailto:GBG@fticonsulting.com)
To view the event online, please follow this link:
https://www.investis-live.com/gb-group/67fe76443d219d0015e577e8/grre
(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 +44 (0) 1244 657333
Richard Foster, Investor Relations +44 (0) 7816 124164
Numis (Nominated Adviser and Corporate Broker) +44 (0) 0207 260 1000
Simon Willis, Joshua Hughes & Tejas Padalkar
Barclays (Corporate Broker) +44 (0) 207 623 2323
Robert Mayhew, Nicola Tennent & James Atkinson
FTI Consulting (Financial PR) +44 (0) 203 727 1779
Ed Bridges, Dwight Burden & Emma Hall GBG@fticonsulting.com (mailto:GBG@fticonsulting.com)
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
(http://www.gbgplc.com/)
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
(http://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
exceptional exceptional
Adjusted items(1) Total Adjusted items(1) Total
£000 £000 £'000 £000 £000 £'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 8,631 (48,583)
parent
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 (5,305) (62,489)
the parent
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
Foreign currency translation reserve
Equity Share premium Capital redemption reserve
share Merger reserve Treasury shares (Accumulated losses)/retained earnings Total
capital equity
Total other reserves
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)
1 4 - - - - - - 5
Issue of share capital
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 16 72,931 101,115
Lease liabilities
532 875
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 915 1,295
Depreciation of right-of-use assets 993 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
3,932 (12,596)
the UK of 25% (2024: 25%)
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.
Basic Diluted Basic Diluted
2025 2025 2024 2024
2025 pence per share pence per 2024 pence per share pence per
£'000 share £'000 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 2024
£'000 £'000
Declared and paid during the year
Final dividend for 2024 paid in July 2024: 4.20p (final dividend for 2023 paid 10,599 10,093
in July 2023: 4.00p)
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
Other intangible assets Property, plant & equipment Right-of-use assets
Goodwill £'000 £'000 £'000
£'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 Growth rate Pre-tax Growth rate
discount rate (in perpetuity) discount 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 case(1) Base case(1)
£'000 £'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 Change in headroom increasing discount rate by 50bps Change in headroom decreasing annual revenue growth rates during the forecast Change in headroom decreasing long- term growth rates by 25bps Sensitised(1) Sensitised(1)
period by 100 bps
£'000 £'000
£'000 £'000 £'000
£'000
Location Unit 299,769 (18,865) (24,714) (5,819) 250,371 209,849
Location - APAC Unit n/a n/a 13,140
n/a n/a n/a
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 Decrease in base case cash flows Revenue growth rate Pre-tax Decrease in base case cash flows Revenue growth rate
discount rate (2030 to 2033) discount 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 2024
£'000 £'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 2024
£'000 £'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 2024
£'000 £'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 Identity Fraud Total
£'000 £'000 £'000 £'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 Identity Fraud Total
£'000 £'000 £'000 £'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 60,009 53,673
Flow Statement)
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 22 July 2025
Dividend Ex-Div Date 19 June 2025
Dividend Record Date 20 June 2025
Dividend Payment Date 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 Auditor
Annabelle Burton
PricewaterhouseCoopers LLP
GB Group plc 1 Hardman Square
The Foundation, Herons Way Manchester
Chester Business Park M3 3EB
Chester Solicitors
Squire Patton Boggs (UK) LLP
CH4 9GB
1 Spinningfields
United Kingdom
1 Hardman Square
Manchester
Registered in England & Wales
M3 3EB
Company Number: 2415211
Ashhurst LLP
T: +44 (0)1244 657333
London Fruit & Wool Exchange
E: enquiries@gbgplc.com
1 Duval Square
W: www.gbgplc.com
London
E1 6PW
Nominated Advisor and Joint Broker Registrars
Numis Securities Limited
Equiniti
45 Gresham Street Aspect House
London Spencer Road
EC2V 7BF Lancing
West Sussex
Joint Broker
Barclays Bank plc BN99 6DA
1 Churchill Place,
Financial PR
Canary Wharf FTI Consulting LLP
London 200 Aldersgate
E14 5HP Aldersgate Street
London
EC1A 4HD
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