REG - GB Group PLC - Full year results for the year ended 31 March 2026
Today 07:00
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RNS Number : 6239G GB Group PLC 02 June 2026
Embargoed until 7.00 a.m. 02 June 2026
GB GROUP PLC
("GBG", the "Group" or the "Company")
Full year results for the year ended 31 March 2026
Expectations delivered; accelerating momentum
One-off investment in FY27 to unlock faster growth and margin expansion
GBG, the global identity and location technology business, publishes its
audited results for the year ended 31 March 2026.
Commenting, Dev Dhiman, CEO, said:
"FY26 has been a year of considerable progress. We have delivered on the
strategic initiatives that have the largest impact on our topline momentum,
including returning Americas Identity to growth and generating strong demand
for GBG Go - our global identity platform. Our simplified operating model is
driving efficiency and platform scalability. The foundations we have built, a
scalable, global platform, and a high-performance culture, are now translating
into tangible results with growth accelerating.
GBG Go has been extremely well received by customers, and now is the time for
us to be bolder in capitalising on the significant market opportunity. Given
strong demand, we will accelerate Go's roadmap to release enhanced
capabilities sooner, investing to drive incremental growth and expedite
efficiency gains from retiring legacy technology, enhancing our
competitiveness.
We enter FY27 from a position of strength, APAC and EMEA Identity and Location
performed well as Americas Identity generated Q4 growth. Combined with the
structural tailwinds expanding our markets, such as the acceleration of
AI-driven fraud, we have a compelling opportunity ahead. We are confident we
will accelerate growth and deliver sustained long-term shareholder value."
Click here to watch a short video by Dev Dhiman, CEO
(https://www.gbgplc.com/investors/resources/videos/fy26-ceo/)
Financial KPIs (£m unless stated otherwise) FY26 FY25 Change
Constant currency (CCY) revenue(1) 285.0 276.3 3.2%
Adjusted operating profit(1) 67.5 67.0 0.7%
Adjusted operating margin 23.7% 23.7% Flat
Adjusted diluted earnings per share(2) 19.0p 17.4p 9.3%
Cash conversion(1) 87% 91% (4pp)
Statutory measures (£m unless stated otherwise)
Revenue 285.0 282.7
Operating (loss) / profit (68.1) 22.7
(Loss) / profit before tax (74.5) 15.7
Diluted earnings per share (30.7)p 3.4p
Net debt(1) 80.1 48.5
Proposed final dividend per share 4.4p 4.4p
Financial summary
= Group revenue up 3.2% on a CCY basis; driven by 5.7%(3) second half growth in
Identity and Location, which underpinned net revenue retention (NRR) of 100.0%
(FY25: 101.4%(4))
= Adjusted operating profit of £67.5 million with adjusted diluted EPS up 9.3%
to 19.0p, driven by the ongoing benefits of simplification and cost
management, lower net interest costs, and buyback accretion
= Statutory loss before tax of £74.5 million, due primarily to a non-cash
impairment charge of £73.1 million
= Capital allocation discipline; £45 million of share buybacks completed with a
further £10 million committed
= Cash conversion of 87%; net debt of £80.1m, represents 1.15x leverage (FY25:
0.7x)
Strategic highlights
= GBG Go surpassed expectations, securing 100+ customer contracts since launch
with 225+ qualified leads in the pipeline; our Foresight AI-powered analytics
layer is now commercially available and further extends the platform's value
= Americas Identity returned to growth in Q4 with improved sales execution,
stronger customer commitments and accelerating momentum into FY27
= Transitioned to a scalable global operating model to deliver faster innovation
and a platform for long-term growth
= New and expanded relationships achieved with global brands such as Equifax,
Uber, Remitly, FedEx and Temu
= Mid-single-digit revenue growth expected in FY27: Continued improvement in the
Americas; accelerating contribution from new innovations and the increasing
market opportunities from AI-driven fraud
Confident in our medium-term outlook: Growth acceleration enabled by one-off
FY27 investment in GBG Go
= One-off operating cost investment of £6 million accelerating Go's innovation
roadmap, working with an existing outsourced development partner; incremental
revenue growth in FY28 of at least 1%; and c.2% once fully commercialised
= Adjusted operating margins of 21-22% in FY27 will reflect the one-off
investment. Expected to return to 23-24% range in FY28 and exceed 24% in the
medium-term as legacy technology retirement delivers efficiency gains
Strategic highlights
= GBG Go surpassed expectations, securing 100+ customer contracts since launch
with 225+ qualified leads in the pipeline; our Foresight AI-powered analytics
layer is now commercially available and further extends the platform's value
= Americas Identity returned to growth in Q4 with improved sales execution,
stronger customer commitments and accelerating momentum into FY27
= Transitioned to a scalable global operating model to deliver faster innovation
and a platform for long-term growth
= New and expanded relationships achieved with global brands such as Equifax,
Uber, Remitly, FedEx and Temu
= Mid-single-digit revenue growth expected in FY27: Continued improvement in the
Americas; accelerating contribution from new innovations and the increasing
market opportunities from AI-driven fraud
Confident in our medium-term outlook: Growth acceleration enabled by one-off
FY27 investment in GBG Go
= One-off operating cost investment of £6 million accelerating Go's innovation
roadmap, working with an existing outsourced development partner; incremental
revenue growth in FY28 of at least 1%; and c.2% once fully commercialised
= Adjusted operating margins of 21-22% in FY27 will reflect the one-off
investment. Expected to return to 23-24% range in FY28 and exceed 24% in the
medium-term as legacy technology retirement delivers efficiency gains
Notes: (1)Defined within the Alternative Performance Measures section of the
accounts. (2)Defined within note 10 to the results. (3)Excludes revenue
related to the legacy Compliance platform that will be retired, as indicated
in our 1H26 results. (4)Restated for the move of Investigate into the Identity
segment. Growth percentages are calculated with reference to the actual
unrounded figures in the primary financial statements and so might not tie
directly to the rounded figures found in this release if recalculated.
Well-positioned to accelerate within a growing market
= Growing market tailwinds driven by structural drivers - digital
transformation, AI-accelerated fraud and increasing regulation, which are
expanding our addressable market, particularly for identity fraud prevention
capabilities
= Entering FY27 from a position of strength: Two years of operational
improvement are delivering improved momentum; mid-single-digit H2 growth with
strong margin and cash generation providing clear strategic optionality
= GBG Go validated by market demand: With 100+ customer wins and a 225+
qualified pipeline since launch, proven product market fit underpins
confidence in accelerating growth towards high-single digit in the medium term
= Targeted investment with compelling returns: Acceleration in GBG Go's
innovation roadmap carries a return on investment exceeding likely returns
from M&A or share buybacks utilising c.15% of expected FY27 free cash flow
= Focused on effective capital allocation: Further near-term capital optionality
exists to support selective bolt-on M&A; and shareholder returns and
organic investment reflecting the Board's confidence in GBG's long-term growth
outlook
Results presentation this morning
Management will host a presentation this morning at 9.30am for sell-side
analysts and institutional investors.
To view the event online, use this link:
https://www.investis-live.com/gb-group/69dfbf993d1719000fc334db/mgxty
(https://url.uk.m.mimecastprotect.com/s/mZ33CQWE2UP07R4uxf6TGPE_d?domain=investis-live.com)
The event will be available to view on demand via our investor website shortly
after the event.
In addition, we've shared a short video from our CEO, Dev Dhiman's on this
morning update: Click here to open the video
(https://www.gbgplc.com/investors/resources/videos/fy26-ceo/)
For further information, please contact:
GBG Via IR / FTI Consulting
Dev Dhiman, Chief Executive +44 (0) 7816 124164
David Ward, Chief Financial Officer
Richard Foster, Head of Investor Relations
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 exists to enable safe and rewarding digital lives for genuine people,
everywhere. As the AI trust intelligence platform, we turn billions of
interactions across people, places and businesses into the signals that help
businesses drive and protect growth.
For over 30 years, we have combined global data with innovative technology to
help more than 20,000 customers globally verify identity and location,
protecting against digital crime, strengthening business resilience and
driving responsible growth at scale.
GBG is a publicly traded company (LSE: GBG) and constituent of the FTSE 250
index. Further information on our business can be found on our corporate
website: www.gbgplc.com (https://www.gbgplc.com)
About GB Group plc ("GBG")
GBG exists to enable safe and rewarding digital lives for genuine people,
everywhere. As the AI trust intelligence platform, we turn billions of
interactions across people, places and businesses into the signals that help
businesses drive and protect growth.
For over 30 years, we have combined global data with innovative technology to
help more than 20,000 customers globally verify identity and location,
protecting against digital crime, strengthening business resilience and
driving responsible growth at scale.
GBG is a publicly traded company (LSE: GBG) and constituent of the FTSE 250
index. Further information on our business can be found on our corporate
website: www.gbgplc.com (https://www.gbgplc.com)
A year of delivery and accelerating momentum into FY27
GBG exists to enable safe and rewarding digital lives for genuine people,
everywhere. As the AI trust intelligence platform, we turn billions of
interactions across people, places and businesses into the signals that help
businesses drive and protect growth.
We provide mission-critical services that protect against digital crime,
strengthen business resilience and drive responsible growth, at scale, across
a diverse range of sectors. Our markets have powerful structural tailwinds
including digital transformation, customer experience, industrialised fraud
and financial crime and increased regulation and compliance.
We are delivering on the opportunity by operating with a clear strategy
focused on driving long-term shareholder value:
= Transforming our business - creating a more focused, efficient and scalable
business by simplifying our operating model, product and technology base
= Growing our core - continuing to build out our platform of continuous trust to
pursue opportunities to expand in the attractive end markets and regions we
serve
= Accelerate innovation - investing in innovation to strengthen our competitive
position and unlock greater platform value globally to enable scalable future
growth
Throughout FY26, we have consistently pursued initiatives with the greatest
impact on the pace of our growth. Our strategic progress is underpinning
stronger execution, with core growth in Identity and Location accelerating in
the second half of the year. There is tangible evidence our strategic choices
are delivering business value, as we:
= Returned to growth in Americas Identity - decisive operational action
delivering improved performance as the business returned to growth in Q4,
underpinned a second half acceleration in Identity and Location
= Achieve strong GBG Go platform adoption - our adaptive identity platform has
secured 100+ wins since launch, ahead of our expectations and we have built a
strong qualified pipeline of opportunity to execute
= Transition to a scalable, global operating model - continued our operational
transformation to be one global business; and created accelerated innovation
through the launch of our Spark Hub incubator
New and expanded relationships with global brands including Equifax, Uber,
Remitly, FedEx and Temu reflect the breadth of our progress. As we enter FY27,
the continued improvement in the Americas; accelerating contribution from new
innovations and increasing market opportunities from AI-driven fraud underpin
our confidence in achieving mid‑single‑digit revenue growth in FY27, with
focus now on accelerating beyond that.
AI reinforces the structural tailwinds that drive our long‑term growth
runway
= Digital transformation and rising fraud: Online interactions accelerating
while synthetic identity fraud is projected to cause $23bn+ losses by 2030(1)
and regulations still evolving globally
= AI as threat and solution: AI is accelerating the threat of fraud, we leverage
the latest frontier AI models to enhance our platform capabilities alongside
proprietary data and explainable decisioning
= Trust-centred AI deployment: Extending our identity services to AI-agents and
agentic workflows while maintaining governance, auditability, and regulatory
compliance
Regulatory expectations around customer due diligence, privacy, data
protection and identity assurance continue to rise, with a wave of regulatory
developments globally including: the United Kingdom with the Online Safety
Act; eIDAS 2.0 introducing a harmonised digital identity framework across
Europe, mandating adoption of secure digital identity wallets; in Australia,
Tranche 2 anti-money laundering reforms, and ongoing expansion of state
privacy legislation in the United States.
Advances in AI and machine-learning (ML) are simultaneously expanding the
opportunity and intensifying the threat, accelerating fraud sophistication
while enabling us to deploy more powerful platform capabilities in response.
We are also embedding AI internally to enhance productivity, improve
scalability and accelerate delivery to safely enhance productivity and improve
operational performance.
Our foundation for deploying AI is anchored in three reinforcing pillars which
sustain our differentiation: (i) our access to a broad range of proprietary
and permissioned data sets built up through our significant domain knowledge
of the space; (ii) the network effects from billions of identity and location
interactions that compound match-rate performance and fraud outcomes over
time; and (iii) explainable, configurable decisioning that customers can
evidence to regulators with high standards of governance and auditability
required to operate in regulated environments.
Trust is foundational to everything we build, and in an AI-native world, it
matters more than ever. We are already extending our identity and location
capabilities to the AI-agents and agentic workflows increasingly running
critical business processes, including the recent launch of GBG for Agents,
essentially agentic capabilities powered by the GBG platform, including the
first agent decisioning layer for addresses in the market, utilising our
verify location capability.
Building momentum in our Americas Identity business
= Good execution improvements: Sales productivity initiatives reduced
time-to-revenue by >50%; an increase of 20% more renewals containing
minimum commitments, and 3x new business ACV with >35% pre-committed
= Q4 return to growth: Strengthened leadership delivered a return to growth in
Q4 through enhanced customer segmentation and disciplined focus on core
sectors
= FY27 integration strategy: Bringing together Identity and Location under a
single GTM leadership will unlock cross-sell opportunities across strategic
accounts, supported by our expanded Equifax partnership
Our clear objective in Americas Identity this year has been to reaccelerate
growth through better operational execution, while retaining our strong
profitability of the business. An improved onboarding process has reduced
time-to-revenue by more than 50%, customer base segmentation is complete, and
we are generating stronger opportunities from our core sectors.
With a strengthened leadership team in place, our initiatives in FY26 have
focused on deepening our relationships with existing customers to reduce churn
and align our Go-to-Market (GTM) offering with their long‑term requirements.
We have achieved tangible results: a 20% increase in renewals containing
minimum commitments and 3x the level of new business ACV with over 35%
pre-committed, improving revenue visibility into FY27.
These initiatives delivered a return to growth in Q4, which has continued into
FY27 to date. Our Identity and Location GTM teams are now combined under
single leadership to unlock cross-sell across strategic accounts. The Equifax
partnership expansion into the US, integrating proprietary US data with GBG
Go, reinforces our competitiveness for customers upgrading their identity and
fraud prevention capabilities.
Accelerating GBG Go platform adoption
= GBG Go platform momentum: All-in-one adaptive identity platform exceeded
expectations with 100+ contracts signed, 225+ qualified leads, and over 25% of
contracts involving multi-solution deployments since launch
= AI-powered analytics in GBG Foresight: An intelligence layer providing
performance insights, peer benchmarking, and real-time alerts to optimise
identity performance across onboarding, fraud, and compliance launched May
2026
= Strategic partnership expansion: Equifax partnership extended to US market
with deeper identity and fraud decisioning integration into GBG Go,
reinforcing scaled global relationships
The launch of GBG Go, our all‑in‑one adaptive identity platform has been a
step change, bringing our capabilities into a single, configurable platform to
simplify engagement and scale with customers. FY26 saw strong demand, 100+
customer wins now achieved across a diverse cohort, notably fintechs and
gaming with a strong pipeline of 225+ qualified leads. Rapid adoption
demonstrates Go's product-market fit applies across a range of use cases, such
as our relationship with Uber, the world's leading mobility and delivery
platform, who are using Go to enable its ongoing commitment to driver safety
through rider verification.
An increasing number of the agreements involve multi‑solution deployments,
validating the platform's cross‑sell potential and reflecting customers'
preference for simplicity, integration and flexibility. We have also released
GBG Foresight, our new AI‑powered analytics layer, to unlock more value by
continuously optimising identity performance across onboarding, fraud and
compliance. Integrated into GBG Go and commercially available from May 2026,
it combines performance insights, peer benchmarking and AI‑driven
recommendations, with real‑time alerts and configurable journeys that enable
customers with faster responses, improved ROI and data‑driven
decision‑making.
Strategic partnerships amplify our platform's value through differentiated
data. The Equifax partnership expansion, covered above in the Americas
section, is one example; and more broadly, our focus on scaled, strategic
relationships will continue to elevate GBG's profile with global enterprise
partners.
The next phase of GBG Go's development will accelerate the innovation roadmap.
This work is fully planned and costed, and the investment will be deployed via
outsourced development resources to supplement our own teams. We will invest
to expand Go's fraud and identity signal coverage through device, behavioural,
biometric and Digital ID capabilities across more regions. Embedded AI-driven
analytics and real-time performance monitoring will enhance orchestration, and
to deliver this quickly, streamlining developer integration to reduce the
time-to-value, and be agent-ready, to enable native agentic workflow
integration.
Transition to a global operating model to support our growth
= Global operating model transition: Established regional GTM structures
covering Identity and Location in Americas, EMEA, and APAC, with global
marketing and partnerships teams for consistent execution
= Platform consolidation and data strategy: Transition to single cloud
infrastructure as we deploy a global CRM and data lake architecture to harness
billions of operational data points to power innovations like Foresight
= Innovation: Leveraging frontier generative-AI models enables our developers to
launch new capability to market 3.5x faster; the Spark Hub innovation
incubator will utilise this for areas such as agentic-AI and continuous fraud
prevention
A key focus has been the evolution of our operating model to better support
our platform‑led growth strategy. Our move to a global, functional operating
model is important to drive scale and efficiency over the long-term. We have
made good progress in aligning around global structures designed to serve
customers more consistently and efficiently. With GTM organisations in the
Americas, EMEA and APAC regions now responsible for both Identity and
Location, there is clearer accountability, better coordination and improved
sales execution. This has been complemented by creation of global marketing
and partnership teams, to ensure consistent positioning, demand generation and
strategic relationship management across the Group.
Centralising product and technology on a single AWS cloud environment is
creating more resilient, scalable infrastructure as we consolidate legacy
platforms. Leveraging frontier generative-AI models, our developers are
already 3.5x faster to market with new upgrades to our platform capability.
This shift is also unlocking our data: a global CRM delivering a single
customer view, and a data lake architecture harnessing billions of operational
data points to underpin the AI-powered analytics delivering Foresight's
always-on intelligence.
Innovation remains central to our long‑term differentiation. With the launch
of Spark Hub, our innovation incubator, we are pursuing the most strategically
important opportunities. The aim is to bring cross‑functional teams together
to accelerate innovation and capability in priority areas such as agentic-AI
or use cases such as continuous fraud prevention leveraging proprietary
signals, including more than 145 million unique records in our GBG Trust
network. This structured approach ensures innovation remains tightly aligned
with customer needs to drive near‑term growth and longer‑term
differentiation.
Our people have been central to FY26's delivery. Deepening our
performance-based incentive programme has reinforced accountability and
aligned reward with outcomes, while over 110 internal promotions and career
moves reflect the depth of talent and the team's adaptability through the
significant change in operating model during the last two years. Receiving the
Gallup Exceptional Workplace Award for a second time is representative of our
people, our leaders, and the high-performance culture we are building.
Focused on driving performance
Our performance demonstrates accelerating growth and strong profitability. We
delivered constant currency revenue growth of 3.2% to £285.0 million, which
included, as expected, an acceleration in the second half of the year to
mid‑single‑digit growth. Within this, Identity and Location - which
together represent the core of our business - delivered combined revenue
growth of 5.7%(2) in the second half. This reflects our focus on
simplification, platform unification and an integrated GTM approach to drive
the recovery in Americas Identity, which returned to growth in Q4, as well as
positive net revenue and new logo trends in EMEA & ANZ Identity and
Location.
Driven by the growth in revenues, and gross profit margin of 69.5% (FY25:
70.0%), we achieved an adjusted operating profit of £67.5m, representing an
adjusted operating margin of 23.7%, consistent with the prior year. This
demonstrates both the scalability of our model and sustained discipline in
cost and capital management as we invest to support future growth. Overall,
our strong profitability, a decrease in interest costs due to rate reductions
and the accretive impact of our buyback programmes resulted in a 9.3% increase
of our diluted adjusted earnings per share to 19.0p (FY25: 17.4p).
On a statutory basis, we recognised an operating loss of £68.1 million (FY25:
£22.7 million profit), reflecting a £73.1 million non-cash goodwill
impairment charge which is explained further in the Financial review.
Delivering effective capital allocation supported by our cash generative model
GBG remains a highly cash generative business with a strong balance sheet with
FY26 cash conversion of 87% (FY25: 91%) broadly within our expected range. We
remain committed to actively deploying capital in support of our strategic
priorities and driving long-term shareholder value. This model provides
flexibility in the deployment options as we continue balancing organic
investment with selective M&A opportunities and returns to shareholders.
Reflecting the Board's confidence in our long-term outlook and strategy during
FY26, we have repurchased shares equivalent to approximately 8% of our equity
through £45 million of share buybacks. Alongside the FY25 final dividend paid
in the year, this means the total capital returned to shareholders in FY26 was
£56 million. Share repurchases resumed on 1 April 2026 following Board
approval for a further £10 million extension, and the Board has also
recommended a 4.40p final dividend per ordinary share (FY25: 4.40p).
In addition to significant shareholder returns, we completed a bolt-on
acquisition of DataTools in the ANZ region. This represents a financially
attractive opportunity to enhance our address verification and data quality
capabilities in a market where we already enjoy strong growth. It is highly
complementary to our existing Identity portfolio, and we are already executing
on cross‑sell opportunities for the integrated identity and location
solution that we can now offer in the region.
Our net debt at the end of the year increased to £80.1 million (FY25: £48.5
million), representing net debt to EBITDA leverage of 1.15x times.
Outlook: Well-positioned to accelerate within a growing market
We enter FY27, following two years of significant operational transformation,
with improved momentum and clear visibility of our growth trajectory, given
our mid-single digit growth in the second half of FY26. Our sustainable,
robust operating margins and strong cash generation provide confidence and
strategic optionality.
Our markets are moving positively, with structural tailwinds expanding the
addressable market opportunity, particularly for our Identity fraud prevention
capabilities as industrialised AI-driven fraud evolves at pace. Since its
launch early in the year, we have demonstrated the GBG Go platform is built
for growth, with strong customer demand. Our task now is to accelerate growth
beyond mid-single digit and to high-single digit in the medium term.
We will make a one-off operating cost investment of £6 million in FY27 to
accelerate Go's innovation roadmap through expanded use of an existing
development partner to supplement GBG's technology team. This will release
additional capability earlier such as expanded fraud and identity signals, and
agentic readiness to target category leadership aligned with customer demand.
We are targeting incremental FY28 revenue growth of at least 1%, and once
fully commercialised, expect c.2% of incremental revenue growth. Given the
expected uplift, this focused, time-limited investment representing c.15% of
the free cash flow we expect to generate in FY27 is compelling, with a return
on investment in excess of likely returns from M&A bolt-ons or share
buybacks.
Operating profit margins, on an adjusted basis are therefore expected to
reduce marginally to 21-22% in FY27, before returning to our target range of
23-24% in FY28. The acceleration of GBG Go's roadmap also expedites the
expected efficiency gains from retiring legacy technology, which we expect
will enable operating margins of above 24% in the medium-term. As a trusted
partner to our customer base, platform for growth and our focus on innovation,
the Board is confident we are accelerating from a position of strength and
remain well placed to capitalise on the substantial market opportunity in
front of us.
Dev Dhiman
Chief Executive Officer
On behalf of the Board
02 June 2026
Note
(1) Projected impact of Synthetic ID fraud - Deloitte Centre for Financial
services
(2)Excludes revenue related to the legacy Compliance platform that will be
retired, as indicated in our 1H26 results.
Financial review
Principal activities and business review
The performance of the Group is reported by segment in line with how results
are reported to the Board. For FY26 the reportable segments continued to be
Location, Identity and Global Fraud Solutions (GFS).
The Group results are set out in the Consolidated statement of profit or loss
and explained in this Financial review. A review of the Group's business and
future development is contained in the CEO's Review and in this Financial
review.
The Group uses adjusted figures as key performance indicators in addition to
those reported under UK-adopted international accounting standards. Adjusted
figures exclude certain non-operational or exceptional items, which is
consistent with prior year treatments. Adjusted measures are marked as such
when used and are explained in the Alternative Performance Measures section of
this report.
In FY26, the Group delivered a strong performance, with improving growth
momentum in the second half and sustained strong profitability which
demonstrates the quality and resilience of our business model. We achieved
full-year constant currency revenue growth of 3.2% to £285.0 million, with an
important acceleration to mid-single-digit growth in the second half. Within
this second half acceleration, our core segments Identity and Location,
delivered combined revenue growth of 5.7%. This acceleration was driven by
strong execution in EMEA and the return to growth in Americas Identity in the
fourth quarter, reflecting the impact of the decisive turnaround actions taken
under new leadership, and excludes revenue related to the legacy Compliance
platform that will be retired, as indicated in our 1H26 results.
Our adjusted operating profit increased to £67.5 million (FY25: £67.0
million), sustaining an adjusted operating margin of 23.7%, comfortably within
our medium-term target range of 23-24%. Within this result, we continued to
drive operational efficiencies, as we move further towards one single global
operating model. Resulting cost efficiencies were used to invest in our
strategic priorities including the development of GBG Go and to improve the
growth/performance from our Americas Identity business, this reflects both the
scalability of our model and disciplined cost control, enabling continued
progress in our strategic priorities.
During the year the decision was made to retire our legacy Compliance platform
solution, which primarily operated in Americas, as part of our actions to
drive ongoing simplification and focus investment on products with the highest
future growth potential. As a result of this decision, we have written down
the value of assets associated with Compliance platform to £nil resulting in
a non-cash exceptional charge of £16.5 million. In addition, following our
annual impairment review, we have recorded an impairment charge of £73.1
million against goodwill. This is a non-cash item reflecting accounting
assumptions following the last few years of underperformance, but the board
are still confident about the future trading prospects of the Group, following
the growth in Q4 of FY26.
Driving improvements in Adjusted diluted EPS is a key financial objective
supported by a balanced capital allocation framework. We were very pleased
that this measure increased 9.3% to 19.0 pence (FY25: 17.4 pence), reflecting
the improved profitability, a lower effective tax rate and the beneficial
impact of our share buyback programme.
During FY26 GBG returned approximately £56 million to shareholders through a
combination of dividends and share buybacks, repurchasing approximately 8% of
our equity at a cost of £45 million, reflecting disciplined capital
allocation alongside continued investment in growth. In March 2026, we
successfully completed the refinancing of our revolving credit facility,
securing our capital structure until at least September 2030. Net debt at
year-end was £80.1 million, with a leverage ratio of 1.15 times adjusted
EBITDA.
Revenue and gross margin
Revenue increased on a reported basis by 0.8% to £285.0 million, with
constant currency revenue growth of 3.2% - 0.4% of which came from the
DataTools acquisition in October 2025. More detail on revenue performance in
each operating segment is included in the CEO's review.
Revenue growth in our core segments of Identity and Location (excluding the
DataTools acquisition and legacy Compliance platform revenues being retired)
accelerated to 5.7% in the second half on a constant currency basis. This was
underpinned by strong execution in EMEA and the improving trajectory in
Americas Identity, which returned to growth in Q4. GBG Go, our all-in-one
adaptive identity platform launched in April 2025, achieving over 100 wins to
date including more than a quarter involving a multi-solution requirement, and
we enter FY27 with a pipeline of over 225 opportunities.
GBG's high-quality, repeatable revenue model remains a core strength, with
94.8% of revenue generated from subscription and consumption-based activity
(FY25: 94.5%). As expected, and despite a tough first half comparative,
Identity and Location net revenue retention (NRR) improved steadily through
the second half of FY26 and ended the year at 100.0% (FY25: 101.4%).
Gross margin for the year was 69.5% (FY25: 70.0%). The modest reduction
reflects the changing revenue mix as Identity consumption revenues, which
carry a higher variable cost, grew as a proportion of the total, partially
offset by ongoing pricing discipline and cloud hosting optimisation.
Operating profitability and cost management
On a reported basis, there was an operating loss of £68.1 million (FY25:
profit of £22.7 million). This decrease is driven primarily by non-cash
exceptional items, including the write-off charge of £16.5 million for the
retirement of the Compliance platform, the goodwill impairment charge of
£73.1 million, and higher other exceptional costs of £8.4 million (FY25:
£4.5 million) in the year, as discussed further below.
Adjusted operating profit was £67.5 million (FY25: £67.0 million),
representing a margin of 23.7% (FY25: 23.7%). This was achieved by holding
adjusted operating expenses broadly flat at £130.7 million (FY25: £130.8
million), representing an increase of 2.0% on a constant currency basis. This
was despite inflationary pressures and the increase in UK National Insurance
costs, reflecting the ongoing benefits of our simplification programme and the
transition to a global functional operating model. The resulting cost
discipline enabled continued investment in our key growth initiatives,
including the development of GBG Go and the Americas Identity turnaround.
Technology expenditure of £43.4 million in FY26 remains consistent with prior
year levels on a constant currency basis, reflecting our commitment to
maintaining competitive differentiation through prioritised product
development. Further details on our technology and innovation achievements are
outlined in the CEO's Review.
Looking ahead, after several years of tight cost discipline, we are excited by
the technology and product advances that the additional £6 million of
investment approved for FY27 will support. We appraised this investment versus
all other potential uses of available capital, and the financial return on the
planned investment is significantly higher than alternative uses, including
share buybacks.
FY26 FY25 Reported Change % Constant Currency Change
£000 £000
Total operating expenses 266,262 175,179
Amortisation of acquired intangibles (33,158) (34,843)
Equity-settled share-based payments (4,442) (5,078)
Impairment of goodwill (73,145) -
Compliance platform write-off (16,474) -
Other exceptional items (8,375) (4,467)
Adjusted operating expenses 130,668 130,791 (0.1%) 2.0%
Normalised and exceptional items
Amortisation of acquired intangibles
The charge for the year of £33.2 million (FY25: £34.8 million) represents
the non-cash cost of amortising separately identifiable intangible assets,
including technology-based assets and customer relationships, acquired through
business combinations.
Share-based payments
The charge for the year of £4.4 million (FY25: £5.1 million) relates to
equity-settled share option awards granted to directors and team members. The
decrease reflects the lower annualised impact of prior-year awards, as the
charge in FY25 was elevated by the annualised impact of awards granted
following the appointment of the new CEO. During FY26, the Group continued to
operate its Performance Share Plan, Restricted Share Plan and SAYE schemes.
Impairment of goodwill
As required under IAS 36, the Group conducts an annual impairment review of
goodwill and intangible assets. This review compares the carrying amount on
the Group's balance sheet of those assets against the higher of the present
value of the future cashflows they are expected to generate, and the fair
value less costs of disposal (FVLCOD) at the balance sheet date.
Despite strong Board and Management confidence in the mid-term outlook for the
Identity - Americas CGU, it has recorded a revenue decline for the last three
financial years before returning to growth in Q4 FY26. As a consequence of
this and increased macroeconomic uncertainty, more cautious assumptions were
adopted as to the medium-term growth outlook for the CGU in the FY26 value in
use approach when compared to FY25. In addition, the current macroeconomic
uncertainty has led to an increase in the discount rates applied to future
cashflows in the value in use model.
Due to the lower valuation under a value in use model, a FVLCOD assessment was
undertaken using a range of revenue and normalised EBITDA multiples from
comparable companies and recent transactions. Further details of the key
assumptions are provided in note 14. The conclusion of the valuation was that
the carrying amount exceeded the recoverable amount under the IFRS methodology
and therefore a non-cash, exceptional impairment charge of £73.1 million has
been recognised.
Compliance platform write-off
Following the decision to retire the Compliance platform, a non-cash write-off
charge of £16.5 million was recognised in the year to write-down the value of
the assets associated with this product.
Other exceptional items
Other exceptional costs of £8.4 million (FY25: £4.5 million) were incurred
in the year. These represent strategic investments to drive growth and
increase global alignment which are considered non-recurring and have been
excluded from adjusted results to ensure consistency of comparison between
periods. These costs comprise:
= Business transformation costs of £4.3 million, including the global CRM
rollout and corporate data infrastructure platform;
= Simplification and realignment initiatives of £1.9 million including
organisational restructuring, and other costs associated with the transition
to our single global operating model;
= Costs of £1.9 million related to the move from AIM to the Main Market of the
London Stock Exchange, completed in October 2025; and
= Costs of £0.2 million associated with the DataTools acquisition and a
potential acquisition which did not proceed.
Net finance costs
The Group incurred net finance costs of £6.5 million (FY25: £6.9 million),
including £0.4m of loan arrangement fees written off in relation to the
previous credit facility that was replaced in March 2026. The underlying
reduction of £0.8 million was primarily due to lower average interest costs
on our Revolving Credit Facility, reflecting a modest reduction in average
loan drawdown levels during the first half of the year and the impact of
interest rate movements. In the second half of the year the share buyback
programme led to an increase in the average loan drawdown, moderating the
impact of the interest rate decreases.
Taxation
The total tax charge for the year of £0.6 million (FY25: £7.1 million)
includes £10.5 million of current tax payable on the Group's taxable profits
and losses in the year (FY25: £13.0 million), offset by a deferred tax credit
of £10.0 million (FY25: £5.9 million). The primary reason for the increase
in the deferred tax credit is due to the unwind of deferred tax on the
intangible assets linked to the Compliance platform which has been written
off.
As a result, the reported effective tax rate for the Group has moved from
45.1% in FY25 to negative 0.7%, with the majority of this movement
attributable to the impairment of goodwill which is not tax deductible.
The adjusted effective tax rate for FY26 was 23.5% (FY25: 26.2%). The decrease
was partially attributable to the derecognition of a deferred tax asset in
FY25 in respect of the State of California which increased the prior year
rate, combined with a greater proportion of FY26 profits arising in
jurisdictions with lower statutory tax rates.
Earnings per share
Basic earnings per share reduced to a loss of 30.7 pence (FY25: profit of 3.4
pence), reflecting the goodwill impairment, Compliance platform write-off and
higher exceptional charges in the year.
Adjusted diluted earnings per share increased 9.3% to 19.0 pence (FY25: 17.4
pence), driven by the benefit of higher adjusted operating profit, a reduction
in net finance costs, lower adjusted tax rate and the impact of the share
buyback programme reducing the weighted average share count. The basic
weighted average number of shares in issue was approximately 244.7 million
(FY25: 252.8 million), with the reduction reflecting the cancellation of
approximately 19 million shares under the Group's buyback programmes.
Cash flows
The Group remains highly cash-generative with cash conversion for FY26 of 87%
(FY25: 91%) on a rolling 12-month basis.
Group operating activities before tax generated £50.7 million compared to
£60.0 million with the decrease primarily related to the cash cost of
exceptional items of £9.6 million (FY25: £3.0 million).
March 2026 represented GBG's highest ever month of recognised revenue and
consequently the level of receivables at 31 March 2026 increased which
negatively impacted in-year working capital and cash conversion - as the
associated cash receipts are pushed into FY27.
During the year the Group deployed capital across three key areas:
= investing in the transformation and simplification of the business which
resulted in exceptional costs as noted above;
= completing the acquisition of DataTools in Australia and New Zealand for £7.2
million net of cash acquired;
= returning capital to shareholders through £45 million of share buybacks
(repurchasing approximately 8% of equity); and
= paying the final dividend in respect of FY25 of £10.9 million.
Following the capital allocation initiatives noted above, net debt at 31 March
2026 increased to £80.1 million (FY25: £48.5 million), with net debt to
adjusted EBITDA leverage of 1.15 times (FY25: 0.70 times), which is
comfortably within the Group's banking covenants.
Deferred and accrued revenue
Deferred revenue at the year-end of £55.2 million (FY25: £53.1 million) has
increased by 4.0% (2.5% excluding DataTools). 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.
The increase in the year reflects the focus of increasing the level of upfront
committed revenue in our commercial arrangements.
Accrued revenue at the year-end increased by £4.6 million to £19.7 million
(FY25: £15.1 million). This increase was primarily due to the signing or
renewing of several larger contracts with customers in the Global Fraud
Solutions segment and partners in the Location segment where the revenue
recognition profile is different to the invoicing profile.
Dividend
The Board will propose a final ordinary dividend of 4.40 pence per share for
FY26 (FY25: 4.40 pence per share), amounting to approximately £10.2 million
(FY25: £10.9 million).
If approved at the AGM, the dividend will be paid to ordinary shareholders on
the register at the record date. The Group continues to operate a Dividend
Reinvestment Plan, allowing eligible shareholders to reinvest their dividends
into GBG shares.
Acquisition
In October 2025, we announced the acquisition of DataTools Pty Ltd
("DataTools"), a leading provider of address validation and data quality
solutions in Australia and New Zealand. This bolt-on acquisition adds scale
where GBG is already enjoying strong growth, deepening our existing address
verification presence in Australia and New Zealand (ANZ), and is highly
complementary to our market-leading identity verification platform, enhancing
our broader proposition in the region.
Consideration payable was AUD $14.6 million (£7.2 million), net of cash acquired, which has been funded from GBG's existing revolving credit facility. Further information about the acquisition is included in note 13.
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
meets on a regular basis to review cash flow forecasts, covenant compliance,
and exposure to interest rate and foreign currency movements, making
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 from its RCF.
The RCF was successfully refinanced in March 2026, with a new £175 million
RCF structured on an unsecured basis which will mature in September 2030,
replacing the existing secured facility due to mature in July 2027. In
addition, the new RCF contains two optional one-year maturity extension
options and an uncommitted accordion option to increase the facility size by a
further £75 million.
Following this refinancing, the available facility provides continued capacity
to support organic investment, selective bolt-on M&A, and shareholder
returns. At 31 March 2026 the Group had the ability to draw down a further
£63.4 million on the RCF (excluding the accordion option).
GBG is exposed to market risks including foreign currency risk and cash flow
interest rate risk, credit risk, and liquidity risk, which are described in
the notes to the accounts. The Groups has a proportion of its debt denominated
in US and Australian dollars, which provides a natural hedge against USD and
AUD denominated assets and cashflows. It is not the Group's policy to engage
in speculative activity or to use complex financial instruments.
Post balance sheet events
On 1 April 2026, the Group commenced a further share buyback extension of up
to £10 million, following the completion of the FY26 programme, this is
expected to continue until the maximum pecuniary amount has been purchased. As
of the 1 June 2026, 1,791,454 shares had been repurchased at a total cost of
£3.9 million so far under the buyback extension.
Approved by the Board on 2 June 2026
David Ward
Chief Financial Officer
2 June 2026
Consolidated Statement of Profit or Loss
Year ended 31 March 2026
2026 2025
Note Normalised and Normalised and
exceptional exceptional
Adjusted items(1) Total Adjusted items(1) Total
£000 £000 £'000 £000 £000 £'000
Revenue 3, 4 285,044 - 285,044 282,717 - 282,717
Cost of sales (86,852) - (86,852) (84,888) - (84,888)
Gross profit 198,192 - 198,192 197,829 - 197,829
Operating expenses (130,668) (135,594) (266,262) (130,791) (44,388) (175,179)
Operating profit/(loss) 4, 5 67,524 (135,594) (68,070) 67,038 (44,388) 22,650
Finance income 7 445 - 445 280 - 280
Finance costs 8 (6,500) (411) (6,911) (7,203) - (7,203)
Profit/(loss) before tax 61,469 (136,005) (74,536) 60,115 (44,388) 15,727
Income tax (charge)/credit 9 (14,456) 13,905 (551) (15,777) 8,681 (7,096)
Profit/(loss) after tax for the year attributable to equity holders of the
parent
47,013 (122,100) (75,087) 44,338 (35,707) 8,631
Earnings per share 10
- basic earnings/(loss) per share for the year 19.2p (30.7)p 17.5p 3.4p
- diluted earnings/(loss) per share for the year 19.0p (30.7)p 17.4p 3.4p
( )
(1) Normalised items include: amortisation of acquired intangibles
£33,158,000 (2025: £34,843,000)and share-based payment charges £4,442,000
(2025: £5,078,000) . Exceptional items total £98,405,000 and is made up of
£97,994,000 (2025: £4,467,000) included within operating expenses and
£411,000 included within finance costs.
The accompanying notes are an integral part of this consolidated statement of
profit or loss.
Consolidated Statement of Comprehensive Income
Year ended 31 March 2026
2026 2025
£'000 £'000
(Loss)/profit after tax for the period attributable to equity holders of the (75,087) 8,631
parent
Other comprehensive (expense)/income:
Items that may be reclassified to profit or loss in subsequent periods:
Exchange differences on retranslation of foreign operations (net of tax) (7,775) (14,436)
Total items that may be reclassified to profit or loss in subsequent periods (7,775) (14,436)
Items that will not be reclassified to profit or loss in subsequent periods
Fair value movement on investments - 500
Total items that will not be reclassified to profit or loss in subsequent - 500
periods
Total other comprehensive expense (7,775) (13,936)
Total comprehensive expense for the period attributable to equity holders of (82,862) (5,305)
the parent
The accompanying notes are an integral part of this consolidated statement of
comprehensive income.
Consolidated Statement of Changes in Equity
Year ended 31 March 2026
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 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 - (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
Profit for the period - - - - - - - (75,087) (75,087)
Other comprehensive expense - - - - (7,775) - (7,775) - (7,775)
Total comprehensive expense for the period - - - - (7,775) - (7,775) (75,087) (82,862)
1 4 - - - - - - 5
Issue of share capital
Share buyback (476) - - 476 - - 476 (45,381) (45,381)
Investment in own shares - - - - - (946) (946) - (946)
Cost of employee benefit trust shares issued to employees - - - - - 1,929 1,929 (1,908) 21
Share-based payments - - - - - - - 4,361 4,361
Tax on share options - - - - - - - (124) (124)
Net share forfeiture receipt - - - - - - - 2 2
Equity dividend 11 - - - - - - - (10,927) (10,927)
Balance at 31 March 2026 5,841 8 99,999 479 1,966 (490) 101,954 367,720 475,523
The accompanying notes are an integral part of this consolidated statement of
changes in equity.
Consolidated Balance Sheet
As at 31 March 2026
Note
2026 2025
£'000 £'000
Assets
Non-current assets
Goodwill 12 473,925 550,261
Other intangible assets 12 96,592 142,854
Property, plant and equipment 12 1,722 1,251
Right-of-use assets 12 3,655 1,251
Investments 1,888 1,926
Deferred tax asset 1,666 612
Other receivables 15 8,669 6,188
588,117 704,343
Current assets
Inventories 2,533 1,578
Trade and other receivables 15 83,478 73,291
Current tax 1,820 777
Cash and cash equivalents 31,430 25,159
119,261 100,805
Total assets 707,378 805,148
Equity and liabilities
Capital and reserves
Equity share capital 5,841 6,316
Share premium 8 4
Other reserves 101,954 108,270
Retained earnings 367,720 496,784
Total equity attributable to equity holders of the parent 475,523 611,374
Non-current liabilities
Loans 109,849 72,931
Lease liabilities
2,327 532
Provisions 1,105 961
Deferred revenue 1,297 1,582
Deferred tax liability 8,342 17,151
122,920 93,157
Current liabilities
Lease liabilities 1,439 794
Provisions 429 -
Trade and other payables 16 49,472 44,529
Deferred revenue 53,951 51,550
Current tax 3,644 3,744
108,935 100,617
Total liabilities 231,855 193,774
Total equity and liabilities 707,378 805,148
The accompanying notes are an integral part of this consolidated statement of
balance sheet.
Approved by the Board on 2 June 2026
D Dhiman - Director
D M Ward - Director
Consolidated Cash Flow Statement
Year ended 31 March 2026
Note 2026 2025
£'000 £'000
(Loss)/profit before tax: (74,536) 15,727
Adjustments to reconcile (loss)/profit before tax to net cash flows
Finance income 7 (445) (280)
Finance costs 8 6,911 7,203
Depreciation of plant and equipment 12 805 915
Depreciation of right-of-use assets 12 1,231 993
Amortisation of intangible assets 12 33,163 34,888
Impairment of goodwill and intangible assets 12 73,145 -
Loss on disposal of plant and equipment and intangible assets 15,286 103
Unrealised loss/(gain) on foreign exchange 571 (1,255)
Share-based payments 4,442 5,078
Increase in inventories (979) (269)
Increase in provisions (161) 250
Increase in trade and other receivables (12,482) (2,528)
Increase/(decrease) in trade and other payables 3,704 (816)
Cash generated from operations 50,655 60,009
Income tax paid (10,853) (7,250)
Net cash generated from operating activities 39,802 52,759
Cash flows (used in)/from investing activities
Acquisition of subsidiaries, net of cash acquired 13 (7,172) -
Disposal of investment 38 -
Purchase of plant and equipment 12 (1,312) (666)
Purchase of software 12 - (100)
Proceeds from disposal of plant and equipment 10 3
Interest received 7 226 93
Net cash flows used in investing activities (8,210) (670)
Cash flows (used in)/from financing activities
Finance costs paid (5,768) (7,029)
Proceeds from issue of shares 5 5
Purchase of shares for Employee Benefit Trust (946) (2,347)
Purchase of shares through the Share Buyback (45,207) -
Proceeds from share forfeiture 2 2
Proceeds from new borrowings, net of arrangement fee 57,976 10,000
Repayment of borrowings (18,608) (36,699)
Repayment of lease liabilities (1,306) (1,071)
Dividends paid to equity shareholders 11 (10,927) (10,599)
Net cash flows used in financing activities (24,779) (47,738)
Net increase in cash and cash equivalents 6,813 4,351
Effect of exchange rates on cash and cash equivalents (542) (513)
Cash and cash equivalents at the beginning of the period 25,159 21,321
Cash and cash equivalents at the end of the period 31,430 25,159
The accompanying notes are an integral part of this consolidated statement of
cash flow statement.
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 2025 to 31 March
2026 and was approved by the Board on 2 June 2026. 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 2026 or 2025 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 2026. Statutory accounts for 2025 have
been delivered to the Registrar of Companies, and those for 2026 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.
Going Concern
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.
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.
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 2025. 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:
2026 2025
£'000 £'000
Subscription revenues:
Consumption-based 40,185 43,178
Term-based 119,535 114,298
Total subscription revenues 159,720 157,476
Consumption 110,599 109,687
Hardware 5,767 7,545
Other 8,958 8,009
Revenue 285,044 282,717
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 Global Fraud Solutions (GFS) 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.
The acquisition of Data Tools Pty Ltd has been included within the Location
segment.
Changes to 31 March 2025 segmental analysis disclosure
As reported in our FY25 Annual Report, we completed a strategic review of our
fraud prevention software business to consider value creation options. As a
result, from FY26, the activities of this business have been reported in a
standalone reportable segment, Global Fraud Solutions (GFS), whilst our
UK-focussed Identity Investigation solutions are now reported within our
Identity segment. Due to these changes in presentation of the segmental
analysis during the period to 31 March 2026, the segmental information for the
period ended 31 March 2025 has been represented on the same basis, with the
amounts disclosed for revenue and adjusted operating profit before central
overheads for the Identity segment increasing. The values that have been
represented in the period to 31 March 2025 are as follows: revenue:
£16,922,000 and adjusted operating profit before central overheads:
£8,603,000.
Location Identity GFS Total
Year ended 31 March 2026 £'000 £'000 £'000 £'000
Subscription revenues:
Transactions/consumption-based 16,771 23,414 - 40,185
Term-based 62,373 38,237 18,925 119,535
Total subscription revenues 79,144 61,651 18,925 159,720
Transactions/consumption-based 7,627 102,972 - 110,599
Hardware - 5,767 - 5,767
Other 1,741 4,574 2,643 8,958
Total revenue 88,512 174,964 21,568 285,044
Adjusted operating profit before central overheads 37,741 48,163 10,546 96,450
Central overheads (28,926)
Adjusted operating profit 67,524
Amortisation of acquired intangibles (33,158)
Share-based payments charge (4,442)
Exceptional items (97,994)
Operating loss (68,070)
Finance income 445
Finance costs (6,911)
Income tax expense (551)
Loss for the year (75,087)
Location (Represented) (Represented)
Identity GFS Total
Year ended 31 March 2025 £'000 £'000 £'000 £'000
Subscription revenues:
Transactions/consumption-based 18,044 25,151 - 43,195
Term-based 58,967 37,936 17,395 114,298
Total subscription revenues 77,011 63,087 17,395 157,493
Transactions/consumption-based 7,536 102,118 - 109,654
Hardware - 7,545 - 7,545
Other 1,089 3,160 3,776 8,025
Total revenue 85,636 175,910 21,171 282,717
Adjusted operating profit before central overheads 36,059 49,271 8,204 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
5. Operating profit/(loss)
This is stated after charging/(crediting):
2026 2025
£'000 £'000
Total research, development and technology related costs recognised as an 43,399 46,613
operating expense
Amortisation of intangible assets 33,163 34,888
Depreciation of property, plant and equipment 805 915
Depreciation of right-of-use assets 1,231 993
Foreign exchange loss/(gain) 97 (694)
Expense relating to short term leases 524 485
Expense relating to low value leases 23 8
Loss on disposal of plant and equipment - 6
The above expenses are recognised in the operating expenses line in the
consolidated statement of profit or loss.
6. Exceptional items
2026 2025
£'000 £'000
(a) Acquisition-related costs 203 -
(b) Costs to move to the Main Market 1,907 -
(c) Costs of simplification and global organisational realignment 1,932 2,540
(d) Business transformation initiatives: global systems and data 4,333 -
harmonisation
(e) Compliance platform retirement 16,474 -
(f) Impairment of goodwill 73,145 -
(g) Costs associated with strategic review - 1,927
Total exceptional costs 97,994 4,467
(a) Acquisition-related costs of £203,000 (2025: £nil) include legal and
professional advisor costs directly attributable to the acquisition of Data
Tools Pty Ltd detailed in note 13, as well as costs which were incurred as
part of a potential acquisition which did not proceed.
(b) During the year, the Company completed the required workstreams to move to the
ESCC listing category of the Main Market of the London Stock Exchange (the
"Main Market"). As part of this process various legal and consultancy fees
were paid to advisors supporting these workstreams. Due to the nature of this
project, it is considered non-recurring and so appropriate to categorise as
exceptional.
(c) During the second half of FY25, 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. These costs spanned the previous financial year end and have
continued to be incurred during FY26 as follows:
· Costs associated with team member reorganisations of £1,700,000
(2025: £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.
· During 2025, and following a number of acquisitions over many
years, the Group expensed costs 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 process included transitioning the
main corporate website and email accounts to the newly acquired @gbg.com
domain, with costs continuing into the year ended 31 March 2026. During the
year, costs were incurred of £203,000.
(d) During the year, there have also been a number of strategic investments to
drive initiatives that accelerate our growth and simplification, including the
unification and replacement of our CRM systems globally and consolidation of
our data platforms with consultant costs incurred of £4,333,000. Costs will
continue into FY27.
(e) As part of our strategic actions to drive simplification, we are retiring our
legacy Compliance platform. This decision resulted in exceptional costs of
£16,474,000 due to a write off of assets associated with this platform
including acquired technology intangibles.
(f) An impairment charge of £73,145,000 was recognised against the goodwill
allocated to the Identity - Americas group of CGUs. Further detail is provided
in note 14.
(g) This represents legal and professional advisor costs of £1,927,000 incurred
in the prior year 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 operated as a standalone
operating segment in FY26.
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.
The total cash net outflow during the year as a result of exceptional items
was £9,800,000 (2025: £3,733,000 outflow). The tax impact of the exceptional
items was a tax credit of £5,836,000 (2025: £738,000 credit).
7. Finance income
2026 2025
£'000 £'000
Bank interest receivable 226 93
Interest income on non-current accrued revenue 219 187
445 280
8. Finance costs
2026 2025
£'000 £'000
Bank interest payable 5,826 6,678
Amortisation of bank loan fees 789 341
Other interest payable 148 104
Lease liability interest 148 80
6,911 7,203
9. Income tax charge/(credit)
a) Tax on (loss)/profit
The tax charge/(credit) in the Consolidated Statement of Profit or Loss for
the year is as follows:
2026 2025
£'000 £'000
Current income tax
UK corporation tax on profit/(loss) for the year 5,734 5,930
Amounts underprovided in previous years 11 940
Foreign tax 4,771 6,125
10,516 12,995
Deferred tax
Origination and reversal of temporary differences (10,392) (6,275)
Amounts underprovided/(overprovided) in previous years (145) (781)
Impact of change in tax rates 572 1,157
(9,965) (5,899)
Tax charge in the Consolidated Statement of Profit or Loss
551 7,096
b) Reconciliation of the total tax charge/(credit)
The (loss)/profit before tax multiplied by the standard rate of corporation
tax in the UK would result in a tax charge as explained below:
2026 2025
£'000 £'000
Consolidated (loss)/profit before tax (74,536) 15,727
Consolidated (loss)/profit before tax multiplied by the standard rate of
corporation tax in
(18,634) 3,932
the UK of 25% (2025: 25%)
Effect of:
Permanent differences 18,794 2,623
Non-taxable income - (1,455)
Rate changes 571 1,157
Movement in unrecognised deferred tax assets (134) 470
Adjustments in respect of prior years (134) 159
Research and development incentives (319) (631)
Patent Box relief (915) (710)
Share option relief 580 228
Effect of higher taxes on overseas earnings 742 1,323
Total tax charge reported in the Consolidated Statement of Profit or Loss
551 7,096
10. Earnings per ordinary share
Basic Diluted Adjusted Basic 2026 Adjusted Diluted 2026
2026 2026 pence per pence per
pence per pence per share share
share share
Profit attributable to equity holders of the Company from continuing (30.7) (30.7) 19.2 19.0
operations
Basic Diluted Adjusted Basic 2025 Adjusted Diluted 2025
2025 2025 pence per pence per
pence per pence per share share
share share
(Loss)/profit attributable to equity holders of the Company from continuing 3.4 3.4 17.5 17.4
operations
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.
2026 2025
No. No.
Basic weighted average number of shares in issue 244,721,513 252,801,276
Basic weighted average number of shares held by the EBT (443,972) (328,352)
Dilutive effect of share options 2,647,935 2,673,120
Diluted weighted average number of shares in issue 246,925,476 255,146,044
For the year ended 31 March 2026, potential ordinary shares are 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
2026 2026 2025 2025
2026 pence per share pence per 2025 pence per share pence per
£'000 share £'000 share
Adjusted operating profit 67,524 27.6 27.3 67,038 26.5 26.3
Less net finance costs (6,055) (2.5) (2.4) (6,923) (2.8) (2.7)
Less adjusted tax (14,456) (5.9) (5.9) (15,777) (6.2) (6.2)
Adjusted earnings 47,013 19.2 19.0 44,338 17.5 17.4
11. Dividends paid and proposed
2026 2025
£'000 £'000
Declared and paid during the year
Final dividend for 2025 paid in July 2025: 4.40p (final dividend for 2024 paid 10,927 10,599
in July 2024: 4.20p)
Proposed for approval at AGM (not recognised as a liability at 31 March)
Final dividend for 2026: 4.40p (2025: 4.40p) 10,175 11,116
12. Non-current assets
Property, plant & equipment Right-of-use assets
Goodwill Other intangible assets £'000 £'000
£'000 £'000
Cost
At 1 April 2025 719,415 339,543 5,129 4,383
Additions - - 1,276 3,287
Acquired on acquisition 4,103 5,149 - 307
Disposals - (76) (1,580) (599)
Foreign exchange adjustment (10,149) (4,739) 53 55
At 31 March 2026 713,369 339,877 4,878 7,433
Depreciation, impairment and amortisation
At 1 April 2025 169,154 196,689 3,878 3,132
Charge for the period 73,145 33,163 805 1,231
Write off - 15,286 - -
Disposals - (76) (1,570) (599)
Foreign exchange adjustment (2,855) (1,777) 43 14
At 31 March 2026 239,444 243,285 3,156 3,778
Net book value
At 31 March 2026 473,925 96,592 1,722 3,655
At 1 April 2025 550,261 142,854 1,251 1,251
13. Acquisitions
Acquisition of Data Tools Pty Ltd
On 24 October 2025, GBG Loqate (Australia) Pty Ltd acquired the entire share
capital of Data Tools Pty Ltd ("DataTools"), a leading provider of address
validation and data quality solutions in Australia and New Zealand, for total
consideration of AUD$16,526,000. Consideration for the acquisition was solely
in cash, and the cash consideration was funded via a drawdown in AUD on the
Group's revolving credit facility. There is no contingent or deferred
consideration recognised as part of this business combination.
The acquisition adds scale where GBG is already enjoying strong growth,
deepening our existing address verification presence in Australia and New
Zealand (ANZ), and is highly complementary to our market-leading identity
verification platform, enhancing our broader proposition in the region.
The provisional fair value of the identifiable assets and liabilities of
DataTools as at the date of acquisition have been determined and the excess of
the fair value of the consideration paid over the fair value of the assets
acquired is represented by technology related intangibles of £1,792,000 and
customer relationships intangibles of £3,357,000; with residual goodwill
arising of £4,103,000.
From the date of acquisition, DataTools contributed £1,109,000 of revenue and
£463,000 of profit to profit before tax from continuing operations of the
Group. If the combination had taken place at the beginning of the year,
revenue would have been £286,432,000 and loss before tax for the Group would
have been £73,938,000.
14. 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 Identity operating segment)
§ Fraud - APAC CGU (part of the GFS operating segment)
2026 2025
Goodwill Acquired Intangibles Total Goodwill Acquired Intangibles Total
Name £'000 £'000 £'000 £'000 £'000 £'000
Location Unit 67,890 8,112 76,002 63,554 5,540 69,094
Identity - EMEA Unit 100,188 10,769 110,957 101,659 17,546 119,205
Identity - APAC Unit 71,156 11,439 82,595 70,704 17,105 87,809
Identity - Americas Unit 217,458 66,157 283,615 298,061 101,850 399,911
Fraud - Investigate Unit 3,608 - 3,608 3,608 693 4,301
Fraud - APAC Unit 13,625 - 13,625 12,675 - 12,675
473,925 96,477 570,402 550,261 142,734 692,995
The 2026 goodwill value is stated after impairment.
Summary
Following the completion of the annual impairment review detailed below, the
carrying amount of the Identity - Americas group of CGUs has been reduced to
its recoverable amount through recognition of an impairment charge of
£73,145,000 against goodwill under a fair value less costs to sell (FVLCOD)
basis. This charge is recognised within exceptional items in the Consolidated
Statement of Profit or Loss.
During FY26, trading performance continued to improve in Identity Americas,
which returned to growth in the fourth quarter. Whilst this return to revenue
growth reinforces management's confidence that the leadership and
organisational changes made in this business put us in a strong position to
achieve our future growth expectations, the time taken to return to growth in
FY26 was longer than assumed in the prior year impairment assessment.
As required under IAS 36, recoverable amount is based on the higher of a value
(VIU) in use or FVLCOD. In previous years a value in use approach has been
used to support the carrying value.
Despite strong Board and Management confidence in the mid-term outlook for the
Identity - Americas CGU, it has recorded a revenue decline for the last three
financial years. As a consequence of this and increased macroeconomic
uncertainty, more cautious assumptions were adopted as to the medium-term
growth outlook for the CGU in the FY26 VIU approach when compared to FY25. In
addition, the current macroeconomic uncertainty has led to an increase in the
discount rates applied to future cashflows in the VIU model.
These factors combined meant that a FVLCOD approach gave a higher valuation
and therefore this is what the final impairment assessment has been based on.
The FVLCOD valuation of the Identity-Americas CGU was calculated by
considering reasonable market multiples for both revenue and Adjusted EBITDA,
applied to the average of the FY26 actuals and FY27 budget attributable to
this CGU. Revenue and Adjusted EBITDA are Level 3 inputs because they are not
normally observable to market participants.
The multiples used in the valuation were informed by an independent
third-party assessment of the implied enterprise value of the CGU based on a
population of comparable companies as at the Balance Sheet date. The estimated
cost of disposal were based on analysis of recent market transactions.
The pool of observable transactions included companies in the Identity
verification and Identity Fraud and Cybersecurity sectors. There were
insufficient observable transactions specific to the Identity verification and
Identity Fraud sector to only use these, but they were included in the larger
pool, and the observable transactions in this sector suggested that a revenue
multiple was likely to be higher than the average of the larger pool.
A valuation based on an EBITDA multiple is generally more relevant than a
revenue multiple approach for profitable businesses - which applies to the
Identity Americas CGU. However, as a majority of the recent observable
transactions in our market were either for loss-making businesses, or EBITDA
multiples were not publicly available, the number of available EBITDA
multiples was significantly smaller than the revenue equivalent. On this basis
an equal weighting was given to revenue and EBITDA multiples in the overall
valuation.
The assessment of comparable transactions supported a range of multiples. A
revenue multiple of between 3.41x and 4.85x and an Adjusted EBITDA multiple of
between 8.92x and 13.28x were considered appropriate for this purpose.
Applying this to the Identity - Americas CGU resulted in a FVLCOD valuation
that was below the carrying value, resulting in a goodwill impairment charge
of £73,145,000.
The carrying value of other groups of CGUs continue to be supported under a
value in use approach.
15. Trade and other receivables
2026 2025
£'000 £'000
Current
Trade receivables 64,836 54,613
Allowance for unrecoverable amounts (2,119) (1,536)
Net trade receivables 62,717 53,077
Prepayments 9,641 10,800
Accrued income 11,120 9,414
83,478 73,291
Non-current
Prepayments 82 490
Accrued income 8,587 5,698
8,669 6,188
16. Trade and Other Payables
2026 2025
£'000 £'000
Trade payables 13,493 12,598
Other taxes and social security costs 5,449 4,164
Accruals 30,530 27,767
49,472 44,529
17. Subsequent events
On 1 April 2026, the Company announced a Share Buyback programme to a total
value of £10 million.
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.
The following are the key non-GAAP measures used by the Group:
Organic growth
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. This enables
measurement of performance on a comparable year-on-year basis without the
impact of M&A activity.
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.
2023 2022
2026
Location Identity GFS Total
£'000 £'000 £'000 £'000
Revenue 88,512 174,964 21,568 285,044
Constant currency adjustment - - - -
Revenue at constant currency 88,512 174,964 21,568 285,044
Revenue from acquisitions up to their first anniversary
(1,109) - - (1,109)
Organic revenue at constant currency 87,403 174,964 21,568 283,935
2025
(Represented) (Represented)
Location Identity GFS Total
£'000 £'000 £'000 £'000
Revenue 85,636 175,909 21,172 282,717
Constant currency adjustment (1,374) (4,717) (294) (6,385)
Revenue at constant currency 84,262 171,192 20,878 276,332
Growth
Location Identity Fraud % Total
% % %
Revenue 3.4% (0.5%) 1.9% 0.8%
Constant currency adjustment 1.6% 2.7% 1.4% 2.4%
Revenue at constant currency 5.0% 2.2% 3.3% 3.2%
Revenue from acquisitions up to their first anniversary
(1.3%) - - (0.4%)
Organic revenue at constant currency 3.7% 2.2% 3.3% 2.8%
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.
2026 2025
£'000 £'000
Operating profit (68,070) 22,650
Amortisation of acquired intangibles 33,158 34,843
Share-based payment charges 4,442 5,078
Impairment of goodwill 73,145 -
Exceptional items 24,849 4,467
Adjusted operating profit 67,524 67,038
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.
2026 2025
£'000 £'000
Reported operating expenses 266,262 175,179
Amortisation of acquired intangibles (33,158) (34,843)
Share-based Payments (4,442) (5,078)
Impairment of goodwill (73,145) -
Other exceptional items (24,849) (4,467)
Adjusted operating expenses 130,668 130,791
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.
2026 2025
£'000 £'000
Adjusted operating profit 67,524 67,038
Depreciation of property, plant and equipment 805 915
Depreciation of right-of-use assets 1,231 993
Amortisation of non-acquired intangibles 5 45
Adjusted EBITDA 69,565 68,991
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.
2026 2025
Profit/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 (74,536) 551 (0.7%) 15,727 7,096 45.1%
Add back:
Amortisation of acquired intangibles
33,158 7,530 (18.8%) 34,843 6,877 (17.5%)
Equity-settled share-based payments
4,442 539 (3.8%) 5,078 1,066 (0.6%)
Exceptional items 98,405 5,836 46.8% 4,467 738 (0.8%)
Adjusted effective tax rate 61,469 14,456 23.5% 60,115 15,777 26.2%
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.
2026 2025
£'000 £'000
Cash and cash equivalents 31,430 25,159
Loans on balance sheet 109,849 72,931
Unamortised loan arrangement fees 1,727 754
External loans 111,576 73,685
Net debt (80,146) (48,526)
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.
2026 2025
£'000 £'000
Net debt (80,146) (48,526)
Adjusted EBITDA 69,565 68,991
Debt leverage 1.15 0.70
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.
2026 2025
£'000 £'000
Cash generated from operations before tax payments (from Consolidated Cash 50,655 60,009
Flow Statement)
Opening unpaid normalised and exceptional items 2,278 904
Total exceptional items 98,405 4,467
Non-cash exceptional items (90,030) (98)
Closing unpaid normalised and exceptional items (1,038) (2,278)
Cash outflow for exceptional items 9,615 2,995
Cash generated from operations before tax payments and exceptional items paid 60,270 63,004
Adjusted EBITDA 69,565 68,991
Cash conversion % 87% 91%
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 2026
Annual General Meeting 21 July 2026
Dividend Ex-Div Date 18 June 2026
Dividend Record Date 19 June 2026
Dividend Payment Date 31 July 2026
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.
Ashhurst LLP
London Fruit & Wool Exchange
1 Duval Square
London
E1 6PW
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
Ashhurst LLP
CH4 9GB
London Fruit & Wool Exchange
United Kingdom
1 Duval Square
London
Registered in England & Wales
E1 6PW
Company Number: 2415211
Squire Patton Boggs (UK) LLP
T: +44 (0)1244 657333
1 Spinningfields
E: enquiries@gbgplc.com
1 Hardman Square
W: www.gbgplc.com
Manchester
M3 3EB
Corporate Broker
Deutsche Bank AG, London Branch Registrars
Equiniti
21 Moorfields
Aspect House
London
Spencer Road
EC2Y 9DB
Lancing
West Sussex
BN99 6DA
Financial PR
FTI Consulting LLP
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London
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