REG - GB Group PLC - Half year results
Today 07:00
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RNS Number : 8138I GB Group PLC 25 November 2025
Embargoed until 7.00 a.m. 25 November 2025
GB GROUP PLC
("GBG", the "Group" or the "Company")
Half year results for the six months ended 30 September 2025
First half performance reflects strong operational execution, underlying
momentum and improved sales pipeline.
Confident in delivering full year outlook for FY26
Today, GBG, a global identity technology business enabling safe and rewarding
digital lives, announces its unaudited results for the six months ended 30
September 2025.
Commenting, Dev Dhiman, CEO, said:
"We are pleased with our operational execution, which delivered a first half
financial performance reflecting underlying momentum and strong profitability
and built an improved sales pipeline. We are firmly focused on driving
shareholder value with good progress achieved to create a scalable global
organisation well-positioned to achieve sustainable growth. Our priorities are
to deliver the performance turnaround in the Americas, transition towards GBG
Go as our single global platform and unlock synergies from a simpler operating
model. We enter the second half reiterating our FY26 financial outlook in line
with current market expectation which reflects our confidence in delivering a
second half growth acceleration."
Financial KPIs (£m unless stated otherwise) 1H FY26 1H FY25 Change
Constant currency revenue(1) 135.5 133.2 1.8%
Gross margin 70.0% 69.6% +40bps
Constant currency adjusted operating profit(2) 29.5 28.2 4.6%
Adjusted operating profit(1) 29.5 29.0 1.9%
Adjusted diluted earnings per share(3) 8.2p 7.3p 12.6%
Statutory measures (£m unless stated otherwise)
Revenue 135.5 136.9 (1.0)%
Operating profit 6.7 9.4 (28.7)%
Profit before tax 4.1 5.6 (26.8)%
Diluted earnings per share 0.8p 0.6p 33.3%
Net debt(1) 66.6 71.9
(1)Defined within note 19 to the results. (2)See Finance review. (3)Defined
within note 10 to the results. 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.
Financial summary
= Revenue of £135.5 million represents growth on a constant currency basis of
1.8% or 4.4% excluding the impact of last year's exceptionally high project
transaction volumes for a single customer, and planned platform retirement in
Identity
= Adjusted operating profit of £29.5 million, up 1.9% or 4.6% on a constant
currency basis, highlighting progress in our transformation to a simpler
operating model
= Adjusted diluted EPS increased 12.6% to 8.2p, reflecting strong
profitability, reduced net interest costs and tax
= £17 million of share buybacks in the first half with additional £18 million
committed until 30 November 2025. Further £10 million share buyback announced
today reflects the Board's ongoing confidence in GBG's long-term outlook
= Cash conversion on a 12-month rolling basis was 85.8% (1H FY25: 83.7%). Net
debt of £66.6 million represents net debt to EBITDA leverage of 1.0x (FY25:
0.7x)
FY26 outlook reiterated with confidence in delivering second half growth
acceleration
= Pleased with the strong operational execution that delivered our first half
financial performance and an improved sales pipeline
= Our underlying momentum, including continued improvement in Americas,
underpins the Board's confidence that GBG will accelerate constant currency
revenue growth to a mid-single-digit percentage in the second half
= FY26 financial performance is expected to be in line with current market
expectations
FY26 outlook reiterated with confidence in delivering second half growth
acceleration
= Pleased with the strong operational execution that delivered our first half
financial performance and an improved sales pipeline
= Our underlying momentum, including continued improvement in Americas,
underpins the Board's confidence that GBG will accelerate constant currency
revenue growth to a mid-single-digit percentage in the second half
= FY26 financial performance is expected to be in line with current market
expectations
Strategic and operational highlights
Clear strategic priorities to drive shareholder value and sustainable growth
with good progress to date:
= Turnaround Americas Identity to build a stronger, sustainable business in our
largest market
- Confident our current actions will result in the Americas returning to
growth in the second half as a result of driving structural changes under new
leadership.
= Transition to GBG Go to deliver a unified global identity platform across our
core markets
- Launched in April 2025 with 18 new logo wins now secured with more
than 65 qualified opportunities in our pipeline
= Unlocking synergies from a simpler operating model by driving scale and
efficiency to reinvest in accelerating growth
= Post-period end, completed bolt-on acquisition of DataTools Pty Ltd
("DataTools") in Australia & New Zealand (ANZ), adding scale in a region
where we are already enjoying strong growth
= Successfully completed the transition from AIM to Main Market of the London
Stock Exchange on 30 October 2025
Results presentation this morning
Management will host an online presentation this morning at 9.30am for
sell-side analysts and institutional investors.
To view the event online, please follow this link:
https://www.investis-live.com/gb-group/68ee215733e9f50017f9a0a2/bqpmr
(https://www.investis-live.com/gb-group/68ee215733e9f50017f9a0a2/bqpmr)
The event will be available to view on-demand via our investor website shortly
after the event.
For further information, please contact:
GBG Via IR / FTI Consulting
Dev Dhiman, CEO +44 (0) 7816 124164
David Ward, CFO
Richard Foster, Investor Relations
+44 (0) 0207 260 1000
Deutsche Numis (Joint corporate broker)
Simon Willis, Joshua Hughes & Tejas Padalkar
+44 (0) 207 623 2323
Barclays (Joint corporate broker)
Robert Mayhew, Nicola Tennent & James Atkinson
FTI Consulting (Financial PR) +44 (0) 203 727 1779
Ed Bridges, Dwight Burden & Emma Hall GBG@fticonsulting.com (mailto:GBG@fticonsulting.com)
Website www.gbgplc.com/investors
About GB Group plc ("GBG")
GBG is a global identity technology business, enabling safe and rewarding
digital lives for genuine people, everywhere.
For over 30 years, we have combined global data with our innovative technology
to make sure that genuine people everywhere can digitally prove who they are
and where they live.
We provide mission-critical services that protect against digital crime,
strengthens business resilience and drives responsible growth, at scale,
across a diverse range of sectors. Today, our team of over 1,100 people serve
more than 20,000 customers globally.
GBG is a publicly traded company (LSE: GBG). Further information on our
business can be found on our corporate website: www.gbgplc.com
(http://www.gbgplc.com/)
About GB Group plc ("GBG")
GBG is a global identity technology business, enabling safe and rewarding
digital lives for genuine people, everywhere.
For over 30 years, we have combined global data with our innovative technology
to make sure that genuine people everywhere can digitally prove who they are
and where they live.
We provide mission-critical services that protect against digital crime,
strengthens business resilience and drives responsible growth, at scale,
across a diverse range of sectors. Today, our team of over 1,100 people serve
more than 20,000 customers globally.
GBG is a publicly traded company (LSE: GBG). Further information on our
business can be found on our corporate website: www.gbgplc.com
(http://www.gbgplc.com/)
Operating review
In a world where billions of interactions happen online every day, trust is
the foundation that enables people and businesses to connect, transact, and
grow with confidence. Today, over 20,000 organisations worldwide use GBG's
solutions to verify identities and addresses, prevent fraud, and meet
compliance obligations seamlessly to enable safe and rewarding digital lives
for genuine people everywhere.
The markets we serve are experiencing structural tailwinds driven by
regulatory change, digital transformation, and the rapid adoption of AI. As
they look to address these factors, organisations are seeking integrated
solutions that deliver speed, security, and compliance at scale. GBG is well
positioned to capture these growing opportunities.
Alongside our long-term customer relationships and the structural growth
underpinning our core markets, the resilience and visibility of our business
is evident in our high-quality, cash-generative business model, delivering 95%
repeatable revenue with a mix of subscription and consumption-based models.
Our initial focus areas in FY25 laid strong foundations for our strategy to
accelerate growth. We have built upon this in the first half of FY26,
prioritising three clear initiatives that will have the biggest impact to
drive shareholder value over the medium term:
· Turnaround Americas Identity to build a stronger, sustainable
business in our largest market
· Transition to GBG Go to deliver a unified identity platform
across our core markets
· Unlock synergies from a simpler operating model by driving scale
and efficiency to reinvest in accelerating growth
The progress delivered on these initiatives enabled the execution of our first
half financial plan in line with our expectations. Combined with the robust
sales pipeline that we have developed for the rest of the year, this underpins
the Board's confidence in the delivery of our full-year outlook in line with
current market expectations.
Driving the Americas Identity turnaround
The Americas represents GBG's largest market opportunity and is central to our
long-term growth ambitions. We are addressing the execution challenges we have
faced in this region, and which have constrained growth in recent years, with
decisive action taken under new leadership to position the business for
sustainable growth.
So far in FY26, we have strengthened our go-to-market (GTM), customer success
and data science teams alongside beginning to migrate customers from
consumption-based agreements to multi-year subscriptions, improving revenue
predictability and deepening customer relationships. We have also shifted the
emphasis of our GTM activity and we are pleased with the initial results; with
customer stratification based on an assessment of relative size and potential.
These changes are delivering early wins reflecting our increased
competitiveness, renewing eight customers with minimum volume commitments,
expanding our footprint in the public sector identity space, along with
meaningful improvement to our new business and customer growth pipelines,
albeit from a low base in the prior year. Additionally, we have continued to
strengthen our channel partnerships, particularly government, healthcare and
border control, reflecting how our tailored solutions aligned with evolving
customer needs and regulatory priorities is driving success.
We are targeting further momentum by integrating our Americas Identity and
Location teams under a combined sales structure to unlock cross-sell
opportunities across strategic accounts. This structural change will enable
greater focus on enterprise accounts and improved growth in sectors where our
capabilities are highly relevant, such as financial services, gaming and
public sector. Together, we are confident our current actions will result in
the Americas returning to growth in the second half.
Transition to GBG Go
The launch of GBG Go - our global identity platform - in April 2025 marked a
key milestone as we become a more scalable, efficient, and customer-centric
business. This will create an opportunity to rationalise the platforms we
operate regionally in the medium term, and we are on track to complete the
first two scheduled retirements this year. The platform is differentiated by
unifying our best-in-class capabilities to simplify engagement, accelerate
innovation, and meet growing demand for integrated onboarding solutions,
enabling customers to verify identities, prevent fraud and meet regulatory
requirements.
The platform's adaptive architecture and enhanced insights is generating
strong market engagement, with 18 new logo wins secured and significant
interest from existing logos looking to upgrade and futureproof their
strategies, notably a leading European fintech and global remittance provider,
among more than 65 qualified opportunities in our pipeline.
The recent launch of a new Digital ID module within GBG Go demonstrates how
our partnership with leading industry providers such as Trinsic and MATTR will
enable GBG to deliver verification via trusted digital credentials globally.
This capability supports government-issued eIDs, mobile driving licences, and
BankIDs through a single connection alongside our critical fraud and identity
data capabilities, enhancing customer onboarding experiences, and strengthen
fraud prevention in our role as a trusted partner as digital identities evolve
globally.
Our proprietary solutions remain at the core of our offering, with a clear
roadmap to expand the platform's capabilities such as strengthening our data
coverage in ten markets and expanding into an additional three countries, and
AI-led enhancements to our documents and biometric verification solution. This
includes doubling throughput of new document additions for physical
verification, delivering a 90% improvement in fraud detection; and AI-driven
orchestration of our capabilities powered by advanced analytics. This will
help customers optimise their verification workflows through clear
recommendations to reduce friction and increase identity match-rate
performance.
Progress in our transformation to a simpler operating model
Moving to a global, functional operating model is an important step for GBG to
unlock more scale and efficiency over the long-term. By aligning Identity and
Location under one structure, we are reducing complexity, driving operational
leverage and creating opportunities to reinvest savings into further
innovation and growth.
We have continued our shift to this model, delivering early benefits in
efficiency and organisational agility. These changes are enabling faster
decision-making and improved resource allocation across regions. This includes
centralising our product development activities to accelerate delivery of new
features within the GBG Go platform, while work is progressing well on the
development of a single, global CRM to span the entire group, this will
provide a single view of the customer to support cross-sell activity and
streamline operational tasks such as billing and contract management.
Ongoing integration, process optimisation and AI adoption are enhancing our
ability to execute faster and compete more effectively in our markets. We
expect these changes to sustain our profitability, while enabling investment
that will create a scalable global organisation ready to meet rising demand
for our platform.
Delivering effective capital allocation
Our cash-generative model allows us to enhance shareholder value through
disciplined capital deployment. We will continue balancing organic investment
with selective M&A and returns to shareholders; having returned £17
million via share buybacks by 30 September, with a further £18 million
committed up to 30 November 2025. Today, given the Board's confidence in GBG's
long-term outlook, we have announced a further buyback of up to £10 million,
taking our total committed to £45 million in FY26.
On 24 October, we completed the financially attractive bolt-on acquisition of
DataTools, a leading provider of address validation and data quality solutions
in ANZ for £7.9 million. This acquisition adds scale and creates cross-sell
opportunity, deepening our presence where we are already enjoying strong
growth to complement our market-leading identity capabilities in the region.
We will continue disciplined capital deployment, assessing opportunities to
strengthen our strategic position and deliver attractive financial returns.
This includes assessing accretive bolt-on opportunities that can either
enhance our platform capabilities or expand our reach in core markets. We also
remain committed to returning surplus capital to shareholders where
appropriate.
Admission to the Main Market
GBG gained admission to trading on the Main List of the London Stock Exchange
on 30 October 2025, a move that reflects the maturity of our business and our
ambition to broaden our investor base and enhance our market profile to enable
improved liquidity, index inclusion, and a stronger platform for our future
growth. As a global business focused on profitable growth with strong cash
generation, this move provides us with the platform to support our long-term
strategic goals, opens up deeper access to pools of international capital, and
will enhance our visibility with all stakeholders.
Good first half progress with underlying momentum building
First half group revenue was £135.5 million, representing 1.8% growth on a
constant currency basis. Adjusting for the impacts of last year's
exceptionally high project transaction volume for Santander's UK consumer
bank, and the retirement of our legacy Compliance platform as part of our
strategic actions to drive ongoing simplification, the Group's revenue growth
was 4.4%.
Within this, revenue growth in Identity of 0.4% reflects the anticipated
short-term factors related to our project work with Santander and planned
legacy platform retirement as discussed above. Adjusted for these impacts,
Identity achieved underlying growth of 4.5%, primarily driven by EMEA and
APAC, supported by their new-logo and NRR trends. Americas Identity was
marginally negative as our turnaround plan under a new leadership team
appointed from January 2025 is taking hold.
Revenue from our Location solutions continued to deliver good revenue growth
of 4.8%, as tariff-related softness in the retail and e-commerce sector during
the first quarter of the year was more than offset by growth achieved with
channel partners, driven by demand for our master data quality capabilities.
GBG's smallest operating segment, Global Fraud Solutions (GFS), grew 1.4% as
strong subscription renewals offset slower new logo growth and professional
services activity. We have built on the FY25 strategic review, with new hires
strengthening our capabilities across sales, product and technology to enhance
our proposition and growth in GFS' addressable markets.
Outlook reiterated with confidence in delivering second half growth
acceleration
We are pleased with the strong operational execution that delivered our first
half financial performance and built an improved sales pipeline. Underlying
momentum, including continued improvement in Americas, underpins the Board's
confidence GBG will achieve an acceleration of second half constant currency
revenue growth to a mid-single-digit percentage to deliver our FY26 financial
performance in line with current market expectations.
We are excited by the many opportunities in our markets, and as a business we
are very clear on the priorities that will have most meaningful impact as we
firmly focus on driving shareholder value by delivering the performance
turnaround in the Americas and our ongoing transformation towards a single
global platform. Good progress has been achieved to date on these priorities
to create a scalable global organisation well-positioned for sustainable
growth.
Dev Dhiman
Chief Executive Officer
On behalf of the Board
24 November 2025
Finance review
We are pleased with our first half financial results which continue to
demonstrate GBG's strong profitability and cash generation, sustaining
investment in our strategic priorities. Many areas of our business continue
demonstrating good growth, and in Americas our focus on revenue growth
acceleration is beginning to have an impact. Having made good progress in the
last three financial years on debt repayment, in FY26 we have had increased
optionality in our capital allocation which we have utilised during the first
half on a share buyback programme and bolt-on M&A to increase shareholder
returns.
Revenue and gross margin
Revenue growth in constant currency terms was 1.8%, however reported revenue
decreased 1.0% to £135.5 million compared to the first half period of the
prior year ("1H FY25"), due to changes in global currency exchange rates. More
detail on revenue performance in each of our operating segments is included in
the Operating review. In the first half, 94.4% (1H FY25: 94.7%) of our revenue
came from the combination of subscription and consumption revenue models which
demonstrates GBG's attractive, repeatable and cash-generative business model.
Net revenue retention (NRR) was 97.8% at 30 September 2025 (FY25: 101.4%) and
was impacted, as expected, by: high project-driven transaction volume for
Santander UK in the first half of FY25; planned retirement of our legacy
Compliance platform as part of our strategic simplification; and some
tariff-related volume weakness in Q1. Gross customer retention remained strong
as our initiatives to drive higher NRR and improve our forward revenue
visibility over the medium-term begin to have some positive impact, including
action to increase the proportion of revenue from subscriptions in Americas.
We are pleased with our level of new logo success, with growth derived from
new customers won in the last 12 months improving to 4.5% (1H FY25: 3.8%),
reflecting a diverse range of new customers who have chosen GBG as their
partner, which includes one of the largest tech companies in the world. This
strong performance benefited from the sales leadership changes we have made
over that period and our strong focus on reducing the time to revenue for new
wins.
Gross margin increased to 70.0% (1H FY25: 69.6%) reflecting further focus on
pricing and prudent management of our data and cloud hosting costs.
Operating profitability and cost management
We have continued to manage operating expenses tightly, leading to a
period-on-period increase of only 1.1% in constant currency terms. Within
this, the continuation of our drive for increased simplification and global
alignment has enabled the necessary investment capacity to focus on improving
revenue performance in our Americas Identity business and the ongoing
development of our global identity platform, GBG Go.
On a reported basis, operating profit for the six-month period was £6.7
million (1H FY25: £9.4 million), with the decline attributable to the
exceptional items of £3.6 million recognised in the current year. Adjusted
operating profit increased by 1.9% to £29.5 million (1H FY25: £29.0
million), and on a constant currency basis increased by 4.6%.
1H FY26 1H FY25 % Change CCY* Adjustment 1H FY25 % Change at CCY
at CCY
Revenue £135.5m £136.9m (1.0%) (£3.7m) £133.2m 1.8%
Cost of Sales (£40.6m) (£41.6m) (2.2%) £1.3m (£40.3m) 0.9%
Gross Margin £94.9m £95.3m (0.5%) (£2.4m) £92.9m 2.1%
Gross Margin % 70.0% 69.6% 0.4% 69.8% 0.2%
Adjusted Operating Expenses (£65.4m) (£66.3m) (1.5%) £1.6m (£64.7m) 1.1%
Adjusted Operating Profit £29.5m £29.0m 1.9% (£0.8m) £28.2m 4.6%
Adjusted Operating Profit % 21.8% 21.2% 0.6% 21.2% 0.6%
*CCY= Constant-currency basis
Normalised and exceptional items
Exceptional items of £3.6 million (1H FY25: £nil), of which £2.2 million
were incurred to drive transformation initiatives to accelerate our growth and
remove complexity, in addition to £1.4 million in costs incurred by 30
September related to our move from AIM to the Main Market.
Amortisation of acquired intangible assets at £16.5 million was £0.9 million
lower than the prior year due to some intangible assets becoming fully
amortised and the impact of FX rate differences.
A share-based payment charge of £2.7 million was also recorded in the first
half period. This was higher than the prior year (1H FY25: £2.2 million) due
to the annualised impact of the increased number of share awards granted in
the prior year, which reflected the lower share price.
Net finance costs
The net finance charge of £2.6 million was £1.2 million lower than the prior
year, due to lower interest on the variable rate Revolving Credit Facility and
a lower average level of debt drawdown following repayments generated from
operating cashflows.
Taxation
The tax charge for the six-month period was £2.1 million (1H FY25: £4.1
million). The tax charge on adjusted earnings before tax was £6.2 million (1H
FY25: £6.7 million), representing an effective tax rate of 23.0% (1H FY25:
26.5%). The main reason for the decrease in the adjusted effective tax rate is
due to a deferred tax credit following the revaluation of US deferred tax
assets, which are fully recognised as a discrete item in H1, thereby reducing
the overall rate. Our guidance for the full year effective tax rate remains
unchanged at approximately 25%.
Earnings per share
Diluted EPS improved to 0.8 pence per share (1H FY25: 0.6 pence per share),
with the increase primarily due to the reduction in the finance costs and the
overall income tax charge in the current period.
Adjusted diluted EPS of 8.2 pence per share (1H FY25: 7.3 pence per share)
improved 12.6% year on year due to the reported adjusted operating profit
increase as well as the reduction in the interest expense costs and effective
tax rate explained above.
Cash flow, net debt and capital allocation
During the first six months of the year, the Group's operating activities
before tax generated £18.7 million of cash and cash equivalents (1H FY25:
£24.5 million), with the reduction due to £3.2 million of exceptional item
payments, with £2.3m relating to items accrued for as at 31 March 2025, and
movements in working capital due to the payment of bonuses and commissions
related to the prior year and the timing of customer and supplier invoicing
and payments. The rolling 12-month EBITDA to cash conversion remained strong
at 85.8% at 30 September 2025, compared to 83.7% at 30 September 2024.
Overall, net debt at 30 September 2025 increased by £18.1 million since 31
March 2025 to £66.6 million as a result of the £10.9 million full year
dividend payment, £17.5 million of share repurchases and associated costs,
and exceptional cash costs of £3.2 million. GBG remains focused on
maintaining a strong balance sheet to support strategic investment in growth
initiatives, while driving improved shareholder returns.
Having begun this current financial year with net debt comfortably below
one-times EBITDA, we have had a level of capital allocation optionality not
available in recent years. In FY26, we have already returned or committed to
return £56 million to shareholders through a combination of our FY25 annual
dividend payment and share buyback programmes. In the first half of the year,
GBG repurchased and cancelled 7.0 million ordinary shares under the share
buyback programme at a total cost of £17.5 million. A further 6.5 million
shares have been repurchased and cancelled since 30 September 2025 at a cost
of £15.6 million. The unutilised amount of the current programme is £2.2
million, with the programme due to run until 30 November 2025 with a further
buyback of up to £10 million announced today.
In addition, on 24 October we completed the financially attractive bolt-on
acquisition of DataTools, a leading provider of address validation and data
quality solutions in ANZ for AUD $16.0 million (£7.9 million).
Including the ongoing investments we are also making in the transformation of
our business via exceptional costs, we expect that our net debt to EBITDA
leverage at the end of FY26 will be around one-times EBITDA.
Summary
We are pleased with our progress in the first half of the year; through the
combination of strong operational progress, continued free cash flow
generation, small bolt-on acquisition, our share repurchase programme and our
move from AIM to the Main market we have continued to execute on our strategy
that will deliver long-term value for shareholders.
Condensed Consolidated Statement of
Profit or Loss
For the six months ended 30 September 2025
Note Unaudited 6 months to 30 September 2025 Unaudited 6 months to 30
September 2024
Adjusted Normalised and exceptional items(1) Adjusted Normalised and exceptional
Total items(1) Total
£000 £000 £000 £000 £000 £000
Revenue 5 135,538 - 135,538 136,897 - 136,897
Cost of sales (40,635) - (40,635) (41,562) - (41,562)
Gross profit 94,903 - 94,903 95,335 - 95,335
Operating expenses (65,354) (22,830) (88,184) (66,333) (19,572) (85,905)
Operating profit/(loss) 5, 6 29,549 (22,830) 6,719 29,002 (19,572) 9,430
Finance income 7 231 - 231 122 - 122
Finance costs 8 (2,826) - (2,826) (3,919) - (3,919)
Profit/(loss) before tax 26,954 (22,830) 4,124 25,205 (19,572) 5,633
Income tax (charge)/credit 9 (6,206) 4,075 (2,131) (6,669) 2,612 (4,057)
Profit/(loss) after tax for the period attributable to equity holders of the 18,536 (16,960)
parent
20,748 (18,755) 1,993 1,576
Earnings per share 10
- Basic earnings per share for the period 8.3p 0.8p 7.3p 0.6p
- Diluted earnings per share for the period 8.2p 0.8p 7.3p 0.6p
(1) Normalised items include: amortisation of acquired intangibles
£16,524,000 (2024: £17,400,000) and share-based payment charges £2,706,000
(2024: £2,172,000 charge). Exceptional items total £3,600,000 (2024: £nil)
(see note 4).
Condensed Consolidated Statement of Comprehensive Income
For the six months ended 30 September 2025
Unaudited Unaudited
6 months to 6 months to
30 September 30 September
2025 2024
£'000 £'000
Profit after tax for the period attributable to equity holders of the parent 1,993 1,576
Other comprehensive expense:
Items that may be reclassified to profit or loss in subsequent periods:
Exchange differences on retranslation of foreign operations (net of tax) (18,281) (27,322)
Total items that may be reclassified to profit or loss in subsequent periods (18,281) (27,322)
Total other comprehensive expense (18,281) (27,322)
Total comprehensive expense for the period attributable to equity holders of (16,288) (25,746)
the parent
Condensed Consolidated Statement of
Changes in Equity
For the six months ended 30 September 2025
Other reserves
Foreign currency translation reserve
Equity Share premium Capital redemption reserve Total other reserves
share Merger reserve Treasury shares (Accumulated losses)/retained earnings Total
capital equity
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 - - - - - - - 1,576 1,576
Other comprehensive income - - - - (27,322) - (27,322) - (27,322)
Total comprehensive (expense)/income - - - - (27,322) - (27,322) 1,576 (25,746)
for the period
Issue of share capital 1 4 - - - - - - 5
Capital reduction - (567,581) - - - - - 567,581 -
Investment in own shares - - - - - (1,633) (1,633) - (1,633)
Cost of employee benefit trust shares issued to employees - - - - - 605 605 (596) 9
Share-based payments - - - - - - - 2,172 2,172
Tax on share options - - - - - - - 104 104
Net share forfeiture refund - - - - - - - (1) (1)
Equity dividend 11 - - - - - - - (10,599) (10,599)
Balance at 30 September 2024 6,316 4 99,999 3 (3,145) (1,155) 95,702 487,418 589,440
Profit for the period - - - - - - - 7,055 7,055
Other comprehensive expense - - - - 12,886 - 12,886 500 13,386
Total comprehensive income for the period - - - - 12,886 - 12,886 7,555 20,441
- - - - - - - - -
Issue of share capital
Investment in own shares - - - - - (714) (714) - (714)
Cost of employee benefit trust shares issued to employees - - - - - 396 396 (395) 1
Share-based payments - - - - - - - 2,165 2,165
Tax on share options - - - - - - - 38 38
Net share forfeiture receipt - - - - - - - 3 3
Equity dividend - - - - - - - - -
Balance at 1 April 2025 6,316 4 99,999 3 9,741 (1,473) 108,270 496,784 611,374
Profit for the period - - - - - - - 1,993 1,993
Other comprehensive income - - - - (18,281) - (18,281) - (18,281)
Total comprehensive expense for the period - - - - (18,281) - (18,281) 1,993 (16,288)
Issue of share capital - 4 - - - - - - 4
Share buyback 14 (145) - - 145 - - 145 (17,488) (17,488)
Investment in own shares - - - - - (946) (946) - (946)
Cost of employee benefit trust shares issued to employees - - - - - 1,339 1,339 (1,320) 19
Share-based payments - - - - - - - 2,722 2,722
Tax on share options - - - - - - - (130) (130)
Net share forfeiture receipt - - - - - - - 2 2
Equity dividend 11 - - - - - - - (10,927) (10,927)
Balance at 30 September 2025 6,171 8 99,999 148 (8,540) (1,080) 90,527 471,636 568,342
Condensed Consolidated Balance Sheet
As at 30 September 2025
Note Unaudited Audited Unaudited
As at As at As at
30 September 31 March 30 September
2025 2025 2024
£'000 £'000 £'000
ASSETS
Non-current assets
Goodwill 12 533,637 550,261 536,902
Other intangible assets 12 121,041 142,854 154,923
Property, plant and equipment 12 1,613 1,251 1,475
Right-of-use assets 12 3,219 1,251 1,536
Investments 1,926 1,926 1,426
Deferred tax asset 829 612 674
Other receivables 8,846 6,188 7,168
671,111 704,343 704,104
Current assets
Inventories 1,402 1,578 1,150
Trade and other receivables 65,034 73,291 63,974
Current tax 1,301 777 967
Cash and cash equivalents 23,590 25,159 15,976
91,327 100,805 82,067
TOTAL ASSETS 762,438 805,148 786,171
EQUITY AND LIABILITIES
Capital and reserves
Equity share capital 6,171 6,316 6,316
Share premium 8 4 4
Other reserves 90,527 108,270 95,702
Retained earnings 471,636 496,784 487,418
Total equity attributable to equity holders of the parent 568,342 611,374 589,440
Non-current liabilities
Loans 13 89,638 72,931 86,972
Lease liabilities 2,133 532 775
Provisions 1,237 961 829
Deferred revenue 2,174 1,582 1,397
Deferred tax liability 13,925 17,151 21,114
109,107 93,157 111,087
Current liabilities
Lease liabilities 1,158 794 912
Trade and other payables 33,564 44,529 34,592
Deferred revenue 47,234 51,550 49,052
Current tax 3,033 3,744 1,088
100,617
84,989 85,644
TOTAL LIABILITIES 194,096 193,774 196,731
TOTAL EQUITY AND LIABILITIES 762,438 805,148 786,171
Condensed Consolidated Cash Flow Statement
For the six months ended 30 September 2025
Note
Unaudited Unaudited
6 months to 6 months to
30 September 30 September
2025 2024
£'000 £'000
Group profit before tax 4,124 5,633
Adjustments to reconcile Group profit before tax to net cash flows
Finance income (231) (122)
Finance costs 2,826 3,919
Depreciation of plant and equipment 12 405 487
Depreciation of right-of-use assets 12 548 513
Amortisation of intangible assets 12 16,527 17,440
Loss on disposal of plant and equipment & intangible assets - 4
Unrealised loss/(gain) on foreign exchange 375 (16)
Share-based payments charge 2,706 2,172
Decrease in inventories 123 115
Increase in provisions 246 92
Decrease in trade and other receivables 4,555 6,322
Decrease in trade and other payables (13,482) (12,078)
Cash generated from operations 18,722 24,481
Income tax paid (6,011) (3,029)
Net cash generated from operating activities 12,711 21,452
Cash flows (used in)/from investing activities
Proceeds from disposal of investment 37 -
Purchase of plant and equipment 12 (801) (357)
Purchase of software 12 (1) (97)
Interest received 121 26
Net cash flows used in investing activities (644) (428)
Cash flows (used in)/from financing activities
Finance costs paid (2,949) (4,325)
Proceeds from issue of shares 4 5
Purchase of shares for Employee Benefit Trust (946) (1,633)
Purchase of shares through the Share Buyback 14 (17,488) -
Proceeds from share forfeiture 2 1
Proceeds from new borrowings, net of arrangement fee 13 24,000 10,000
Repayment of borrowings 13 (4,479) (19,067)
Repayment of lease liabilities principal (602) (551)
Dividends paid to equity shareholders 11 (10,927) (10,599)
Net cash flows used in financing activities (13,385) (26,169)
Net decrease in cash and cash equivalents (1,318) (5,145)
Effect of exchange rates on cash and cash equivalents (251) (200)
Cash and cash equivalents at the beginning of the period 25,159 21,321
Cash and cash equivalents at the end of the period 23,590 15,976
Notes to the Condensed Consolidated Interim Financial Statements
1. CORPORATE INFORMATION
The condensed consolidated interim financial statements of GB Group plc ('the
Group') for the six months ended 30 September 2025 were authorised for issue
in accordance with a resolution of the directors on 24 November 2025 and are
unaudited but have been reviewed by the auditor, PricewaterhouseCoopers LLP,
and their report to the Company is set out at the end of these condensed
consolidated interim financial statements.
GB Group plc is a public limited company incorporated in the United Kingdom
whose shares are publicly traded on the Main Market of the London Stock
Exchange.
2. BASIS OF PREPARATION AND ACCOUNTING POLICIES
Basis of Preparation
These condensed consolidated interim financial statements for the six months
ended 30 September 2025 have been prepared in accordance with UK-adopted IAS
34 'Interim Financial Reporting'. The annual financial statements of the Group
are prepared in accordance with UK-adopted international accounting standards,
as applied in accordance with the provisions of the Companies Act 2006
("IFRS").
The condensed consolidated interim financial statements are presented in
pounds Sterling and all values are rounded to the nearest thousand (£'000)
except when otherwise indicated.
The condensed consolidated interim financial statements do not constitute
statutory financial statements as defined in section 435 of the Companies Act
2006 and therefore do not include all the information and disclosures required
in the annual financial statements and should be read in conjunction with the
Group's annual financial statements as at 31 March 2025. The financial
information for the preceding year is based on the statutory financial
statements for the year ended 31 March 2025. These financial statements, upon
which the auditors issued an unqualified opinion, have been delivered to the
Registrar of Companies. These financial statements did not require a statement
under either section 498(2) or section 498(3) of the Companies Act 2006.
Going Concern
In adopting the going concern basis for preparing these condensed consolidated
interim financial statements, the directors have considered the business
activities, the principal risks and uncertainties and other matters discussed
in connection with the Going Concern statement included in our 31 March 2025
Annual Report.
At 30 September 2025, GBG was in a net debt position of £66.6 million (31
March 2025: £48.5 million), an increase of £18.1 million since 31 March
2025. During the first half of the year, as expected, net debt has increased
despite positive cashflows from operating activities. This was due to the
payment of the final dividend in respect of FY25 as well as £17.5 million on
the share repurchases in the period to 30 September 2025 and £0.9 million of
GBG shares purchased by the Employee Benefit Trust.
The Group has access to a £175 million RCF until July 2026 reducing to £140
million until July 2027 which could be drawn down for working capital purposes
if required. As at 30 September 2025, the available undrawn facility was
£84.8 million compared to £101.3 million at 31 March 2025.
Following consideration of performance against budget, financial forecasts and
a range of downside scenarios over the period through to 31 March 2027, 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 interim financial statements.
Accounting Policies
As required by the Disclosure and Transparency Rules of the Financial Conduct
Authority, the accounting policies adopted in the preparation of the condensed
consolidated interim financial statements are consistent with those followed
in the preparation of the Group's annual financial statements for the year
ended 31 March 2025, with the exception of taxes. Consistent with previous
half year reports, taxes on income in the interim period are accrued using the
tax rate that would be applicable to expected total annual profits or losses.
The Group has not early adopted any standard, interpretation or amendment that
has been issued but is not yet effective. No newly introduced standard or
amendments to standards had a material impact on the condensed consolidated
interim financial statements.
Judgements and Estimates
The preparation of interim financial statements requires management to make
judgements, estimates and assumptions that affect the application of
accounting policies and the reported amounts of assets and liabilities, income
and expense. Actual results may differ from these estimates. Full details of
significant accounting judgements, estimates and assumptions used in the
application of the Group's accounting policies can be found in the Annual
Report and Accounts for the year ended 31 March 2025.
In preparing these condensed consolidated interim financial statements, the
significant judgements made by management in applying the Group's accounting
policies and key sources of estimation uncertainty were the same as those
applied to the statutory accounts for the year ended 31 March 2025.
Significant Estimates
Impairment of Goodwill
The Group's policy is to test goodwill for impairment annually, or if events
or changes in circumstances indicate that the carrying amount of these assets
may not be recoverable. Since the Group's annual impairment review was
performed as at 31 March 2025, the Group has considered whether there have
been any indicators of impairment during the 6 months to 30 September 2025,
which would require an impairment review to be performed. The Group has
considered indicators of impairment with regard to a number of factors,
including those outlined in IAS 36 Impairment of Assets, and no indicators of
impairment have been identified as at 30 September 2025.
3. RISKS AND UNCERTAINTIES
Management identifies and assesses risks to the business using an established
control model. The Group has a number of exposures which can be summarised as
follows: risk of a reduction in revenue from existing customers caused by
external factors, information security and the threat of cyber-attacks, the
threat of competition, people risks associated with the failure to attract and
retain top talent, financial risks, technology risk and loss, non-compliance
with legal requirements and privacy rules and regulations and the risk of
unplanned interruption on critical operations. These risks and uncertainties
facing our business were reported in detail in the 2025 Annual Report and
Accounts and all of them are monitored closely by the Group.
For more details on the outlook for the Group and the risks and uncertainties
for the next 6 months see the Operating review.
4. EXCEPTIONAL ITEMS
Unaudited Unaudited
6 months to 6 months to
30 September 30 September
2025 2024
£'000 £'000
(a) Costs to move to the Main Market 1,390 -
(b) Business transformation initiatives and costs of simplifying operations 2,210 -
globally
3,600 -
(a) During the period, the Company initiated 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 have been 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.
(b) 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 £918,000 (6
months to 30 September 2024: £nil), 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
period, costs were incurred of £207,000 (6 months to 30 September 2024:
£nil).
During the first half of FY26, 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 with consultant costs incurred of £1,018,000. Costs will continue
into the second half of FY26.
Due to the size and nature of these costs, it was determined that they do not
reflect the Group's trading performance and so are adjusted to ensure
consistency between periods.
5. 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.
Changes to 30 September 2024 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 30 September 2025, the segmental information for
the period ended 30 September 2024 has been represented on the same basis. The
value that has been represented in the period to 30 September 2024 for revenue
is £8,074,000 and adjusted operating profit before central overheads is
£3,112,000.
Location Identity GFS Unaudited
Total
Six months ended 30 September 2025 £'000 £'000 £'000 £'000
Subscription revenues:
Consumption-based 7,134 9,943 - 17,077
Term-based 28,834 19,527 7,589 55,950
Total subscription revenues 35,968 29,470 7,589 73,027
Consumption 3,542 51,432 11 54,985
Hardware - 3,095 - 3,095
Other 1,190 1,980 1,261 4,431
Total revenue 40,700 85,977 8,861 135,538
Adjusted operating profit before central overheads 16,219 24,145 3,494 43,858
Central overheads (14,309)
Adjusted operating profit 29,549
Amortisation of acquired intangibles (16,524)
Share-based payments charge (2,706)
Exceptional items (3,600)
Operating profit 6,719
Finance income 231
Finance costs (2,826)
Profit before tax 4,124
Income tax charge (2,131)
Profit for the period 1,993
Location (Represented) (Represented) Unaudited
Identity GFS Total
Six months ended 30 September 2024 £'000 £'000 £'000 £'000
Subscription revenues:
Transactions/consumption-based 8,457 12,418 - 20,875
Term-based 26,615 18,648 7,660 52,923
Total subscription revenues 35,072 31,066 7,660 73,798
Consumption 3,932 51,906 9 55,847
Hardware - 3,723 - 3,723
Other 460 1,684 1,385 3,529
Total revenue 39,464 88,379 9,054 136,897
Adjusted operating profit before central overheads 15,176 25,885 2,292 43,353
Central overheads (14,351)
Adjusted operating profit 29,002
Amortisation of acquired intangibles (17,400)
Share-based payments charge (2,172)
Operating profit 9,430
Finance income 122
Finance costs (3,919)
Profit before tax 5,633
Income tax expense (4,057)
Profit for the period 1,576
6. OPERATING PROFIT/LOSS
Unaudited Unaudited
6 months to 6 months to
30 September 30 September
This is stated after charging: 2025 2024
£'000 £'000
Total technology related costs recognised as an operating expense 21,431 23,191
Amortisation of intangible assets (note 12) 16,527 17,440
Depreciation of property, plant and equipment (note 12) 405 487
Depreciation of right-of-use assets (note 12) 548 513
Expense relating to short term leases 271 228
Expense relating to low value leases 5 4
Loss on disposal of plant and equipment and intangible assets - 4
Foreign exchange loss 448 586
The above expenses are recognised in the operating expenses line in the
condensed consolidated statement of profit or loss.
7. FINANCE INCOME
Unaudited Unaudited
6 months to 6 months to
30 September 30 September
2025 2024
£'000 £'000
Bank interest receivable 121 26
Interest income on non-current accrued revenue 110 96
231 122
8. FINANCE COSTS
Unaudited Unaudited
6 months to 6 months to
30 September 30 September
2025 2024
£'000 £'000
Bank interest payable 2,578 3,703
Amortisation of bank loan fees 181 170
Other interest payable 14 -
Lease liability interest 53 46
2,826 3,919
9. TAXATION
The Group calculates the period income tax expense using a best estimate of
the tax rate that would be applicable to the expected total earnings for the
year ending 31 March 2026.
The table below shows the adjusted effective tax rate as well as the impact on
the effective rate of tax of non-recurring tax items:
Unaudited Unaudited
6 months to 6 months to
30 September 2025 30 September 2024
Income tax charge Effective tax rate % Income tax Effective tax rate %
Profit before Tax Profit before Tax charge
£'000 £'000 £'000 £'000 £'000 £'000
Reported effective tax rate 4,124 2,131 51.7% 5,633 4,057 72.0%
Add back:
Amortisation of acquired intangibles 16,524 3,311 (25.3)% 17,400 2,197 (44.8)%
Equity-settled share-based payments 2,706 215 (2.2)% 2,172 415 (0.7)%
Exceptional items 3,600 549 (1.2)% - - -
Adjusted Effective Tax Rate 26,954 6,206 23.0% 25,205 6,669 26.5%
The main reason for the decrease in the adjusted effective tax rate is due to
a deferred tax credit following the revaluation of US deferred tax assets,
which are recognised as a discrete item.
10. EARNINGS PER ORDINARY SHARE
Unaudited 6 months to September 2025 Unaudited 6 months to September 2024
Basic 0.8 0.6
Diluted 0.8 0.6
Adjusted Basic 8.3 7.3
Adjusted Diluted 8.2 7.3
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 period.
Diluted
Diluted earnings per share amounts are calculated by dividing the profit for
the period attributable to ordinary equity holders from continuing operations
by the weighted average number of ordinary shares outstanding during the
period 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.
Unaudited Unaudited
30 September 30 September
2025 2024
No. No.
Basic weighted average number of shares in issue 250,246,024 252,858,907
Basic weighted average number of shares held by EBT (586,497) (306,398)
Dilutive effect of share options 2,252,360 2,040,403
Diluted weighted average number of shares in issue 251,911,887 254,592,912
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.
Unaudited Unaudited
6 months to 6 months to
30 September 2025 30 September 2024
Basic Diluted Basic Diluted
pence per pence per pence per pence per
share share share share
£'000 £'000
29,549 11.8 11.7 29,002 11.5 11.4
Adjusted operating profit
Less net finance costs (2,595) (1.0) (1.0) (3,797) (1.5) (1.5)
Less adjusted tax (6,206) (2.5) (2.5) (6,669) (2.7) (2.6)
Adjusted earnings 20,748 8.3 8.2 18,536 7.3 7.3
11. DIVIDENDS PAID AND PROPOSED
Unaudited Audited Unaudited
6 months to Year to 6 months to
30 September 31 March 30 September
2025 2025 2024
£'000 £'000 £'000
Declared and paid during the period
Final dividend for 2025: 4.40p (2024: 4.20p) 10,927 10,599 10,599
Proposed for approval at AGM (not recognised as a liability at 31 March)
Final dividend for 2025: 4.40p (2024: 4.20p) - 11,116 -
12. NON-CURRENT ASSETS
Property, plant & equipment Right-of-use assets
Goodwill Other intangible assets £'000 £'000
£'000 £'000
Cost
As at 1 April 2025 719,415 339,543 5,129 4,383
Additions - 1 784 2,536
Disposals - (8) (396) (598)
Foreign exchange adjustment (23,529) (10,606) (58) (146)
At 30 September 2025 695,886 328,930 5,459 6,175
Amortisation/depreciation
At 1 April 2025 169,154 196,689 3,878 3,132
Charge for the period - 16,527 405 548
Disposals - (8) (396) (598)
Foreign exchange adjustment (6,905) (5,319) (41) (126)
At 30 September 2025 162,249 207,889 3,846 2,956
Net book value
At 30 September 2025 533,637 121,041 1,613 3,219
At 31 March 2025 550,261 142,854 1,251 1,251
13. LOANS AND BORROWINGS
Bank Loans
During the current period the Group drew down an additional £24,000,000 and
made repayments of $6,000,000 (£4,479,000). The outstanding balance on the
loan facility at 30 September 2025 was £90,211,000 (2024: £87,862,000)
representing £24,000,000 in GBP (2024: £5,000,000) and $89,000,000 in USD
(2024: $111,000,000).
The Group has access to a £175 million facility until July 2026 which reduces
to £140 million until July 2027.
The debt bears an interest rate of Sterling Overnight Index Average (SONIA)
for British Pound Sterling drawdowns or Secured Overnight Financing Rate
(SOFR) for US Dollar drawdowns plus a margin of between 1.6% and 2.4%
depending on the Group's current leverage position.
The loan is secured by a fixed and floating charge over the assets of the
Group.
Unaudited Audited Unaudited
30 September 31 March 30 September
2025 2025 2024
£'000 £'000 £'000
Opening bank loan 72,931 101,115 101,115
New borrowings 24,000 10,000 10,000
Agency fee paid - (35) -
Repayment of borrowings (4,479) (36,699) (19,067)
Amortisation of loan fees 181 341 170
Foreign currency translation adjustment (2,995) (1,791) (5,246)
Closing bank loan 89,638 72,931 86,972
Analysed as:
Amounts falling due within 12 months - - -
Amounts falling due after one year 89,638 72,931 86,972
89,638 72,931 86,972
Unaudited Audited Unaudited
30 September 31 March 30 September
2025 2025 2024
£'000 £'000 £'000
Analysed as:
Bank loans 90,211 73,685 87,862
Unamortised loan fees (573) (754) (890)
89,638 72,931 86,972
14. SHARE BUYBACK
On 25 April 2025, the Company announced a Share Buyback programme up to a
total value of £10 million that was completed on 6 June 2025. An additional
programme up to a value of £25 million was also announced on 23 July 2025,
which runs until 30 November 2025.
As at 30 September 2025, £17.5 million had been spent under these Share
Buyback programmes and 7,000,979 shares purchased and subsequently cancelled.
This includes £0.2 million of associated costs.
Post period end, and at the time of writing this report, a further £15.6
million has been spent on the Share Buyback programme to purchase and
subsequently cancel 6.5 million shares. In addition, today we have committed
up to a further £10 million in share buybacks.
15. FINANCIAL INSTRUMENTS - FAIR VALUE MEASUREMENT
The objectives, policies and strategies pursued by the Group in relation to
financial instruments are described within the 2025 Annual Report.
All financial assets and liabilities have a carrying value that approximates
to fair value. For trade and other receivables, allowances are made within the
book value for credit risk. The Group does not have any derivative financial
instruments.
Financial instruments that are recognised at fair value subsequent to initial
recognition are classified using a fair value hierarchy that reflects the
significance of inputs used in making measurements of fair value.
The fair value hierarchy has the following levels:
· Level 1 - Quoted prices (unadjusted) in active markets for
identical assets or liabilities;
· Level 2 - Inputs other than quoted prices included within Level 1
that are observable for the asset or liability, either directly (i.e. as
prices) or indirectly (i.e. derived from prices); and
· Level 3 - Inputs for the asset or liability that are not based on
observable market data (unobservable inputs).
For financial instruments that are recognised at the fair value on a recurring
basis, the Group determines whether transfers have occurred between levels in
the hierarchy by re-assessing categorisation (based on the lowest level input
that is significant to the fair value measurement as a whole) at the end of
each reporting period. At 30 September 2025, the Group had a non-listed equity
investment, which was measured at Level 3 fair value subsequent to initial
recognition.
The fair value of the non-listed equity investment was £1,888,000 (30
September 2024: £1,389,000) with the fair value gain/loss of £nil (30
September 2024: loss of £nil) being recognised within other comprehensive
income. Fair value of non-listed equity investments is determined using the
market-based approach. Factors considered include movement in exchange rates,
similar share transactions and revenue performance as well as valuation
multiples for similar non-listed equity investments. During FY25, the
non-listed equity investment was revalued during the second half of the
financial year based on the improved financial performance of the non-listed
equity investment.
16. SHARE-BASED PAYMENTS
The Group operates Executive Share Option Schemes under which Executive
Directors, managers and staff of the Group are granted options over shares.
During the six months ended 30 September 2025, the following share options
were granted to Executive Directors and team members.
Scheme Date No. of options Exercise price Fair value
Performance Share Plan 17 September 2025 2,179,862 2.5p 54p - 212p
Restricted Share Plan 17 September 2025 791,745 2.5p 212p
SAYE (3 Year) 15 August 2025 558,282 188p - 220p 66p - 77p
SAYE (5 Year) 15 August 2025 141,361 188p - 220p 75p - 84p
The charge recognised from equity-settled share-based payments in respect of
employee services received during the period was £2,706,000 (2024:
£2,172,000 charge). This is inclusive of any associated employer taxes which
are recognised as a liability within accruals rather than retained earnings.
17. RELATED PARTY TRANSACTIONS
During the period, the Group has not entered into transactions, in the
ordinary course of business, with other related parties (2024: £nil).
Compensation of key management personnel (including directors)
Unaudited Unaudited
6 months to 6 months to
30 September 30 September
2025 2024
£'000 £'000
Short-term employee benefits 1,012 1,239
Post-employment benefits 22 52
Fair value of share options awarded 1,045 1,254
2,079 2,545
18. POST BALANCE SHEET EVENTS
On 24 October 2025, the Group acquired 100% of the issued share capital of
DataTools Pty Ltd ("DataTools"), a leading provider of address validation and
data quality solutions in Australia and New Zealand, for total consideration
of AUD $16m (£7.9m), which was funded in cash from the Group's existing
revolving credit facility. 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.
As the acquisition completed in close proximity as the approval of these
financial statements, a detailed assessment of the book and fair value of the
identifiable net assets, liabilities acquired and goodwill arising on the
transaction has not been completed and have therefore not been disclosed.
Whilst fair value adjustments, and recognition of separate intangible assets
(such as customer relationships and software technology), will result in a
reduction to goodwill, it is expected that some goodwill will be recognised.
The goodwill represents items, such as intangible assets that cannot be
individually separated and reliably measured from DataTools due to their
nature. These items include the value of DataTools management and team
members, the capability for synergies from bringing the businesses together,
combining propositions and capabilities that will help the business achieve
accelerated consolidated growth from both cross-sell and up-sell. None of the
goodwill is expected to be deductible for income tax purposes.
On 30 October 2025, the Company's shares were admitted to trading on the Main
Market of the London Stock Exchange, moving from the AIM Market. This event
occurred after the reporting date of 30 September 2025 and does not affect the
amounts recognised in these financial statements.
On 25 November 2025, the Company announced an additional Share Buyback
programme up to a total value of £10 million.
19. ALTERNATIVE PERFORMANCE MEASURES
Management assess the performance of the Group using a variety of alternative
performance measures. In the discussion of the Group's reported operating
results, alternative performance measures are presented to provide readers
with additional financial information that is regularly reviewed by
management. However, this additional information presented is not uniformly
defined by all companies including those in the Group's industry. Accordingly,
it may not be comparable with similarly titled measures and disclosures by
other companies. Additionally, certain information presented is derived from
amounts calculated in accordance with IFRS but is not itself an expressly
permitted GAAP measure. Such measures are not defined under IFRS and are
therefore termed 'non-GAAP' measures. These non-GAAP measures are not
considered to be a substitute for or superior to IFRS measures and should not
be viewed in isolation or as an alternative to the equivalent GAAP measure.
The Group's income statement and segmental analysis separately identify
trading results before certain items. The directors believe that presentation
of the Group's results in this way is relevant to an understanding of the
Group's financial performance, as such items are identified by virtue of their
size, nature or incidence. This presentation is consistent with the way that
financial performance is measured by management and reported to the Board and
assists in providing a meaningful analysis of the trading results of the
Group. In determining whether an event or transaction is presented separately,
management considers quantitative as well as qualitative factors such as the
frequency or predictability of occurrence. Examples of charges or credits
meeting the above definition, and which have been presented separately in the
current and/or prior years include amortisation of acquired intangibles,
share-based payments charges, acquisition related costs and business
restructuring programmes. In the event that other items meet the criteria,
which are applied consistently from year to year, they are also presented
separately.
In respect of revenue performance measures, the primary measure is revenue
growth at constant currency.
Where the current or prior year revenue has been impacted either by
acquisitions/disposal or significant non-repeating revenue, alternative
performance measures are presented to provide a more reflective method to
compare performance from one period to another.
Organic revenue growth is used to remove the revenue from businesses acquired
or disposed within the previous 12 months. Organic growth is defined by the
Group as year-on-year continuing revenue growth, excluding acquisitions which
are included only after the first anniversary following their purchase and
disposed businesses.
During the year, cash conversion YTD has been removed as an APM. As previously
reported, cash conversion in the first half of any financial year is impacted
by the payment of bonuses and commissions related to the prior year and this
does cause some variability in cash conversion. As a result, cash conversion
on a rolling 12-month basis is considered to be a more effective comparison of
the Group's performance from one period to the next.
The following are the key non-GAAP measures used by the Group:
Constant Currency
Constant currency means that non-Pound Sterling revenue in the comparative
period is translated at the same exchange rate applied to the current year
non-Pound Sterling revenue. This therefore eliminates the impact of
fluctuations in exchange rates on underlying performance and enables
measurement of performance on a comparable year-on-year basis without the
impact of foreign exchange movements.
(Represented) Growth
Unaudited Unaudited
30 September 2025 30 September 2024
Location Identity GFS Total Location Identity GFS Total Location Identity GFS Total
£'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 % % % %
Revenue 40,700 85,977 8,861 135,538 39,464 88,379 9,054 136,897 3.1% (2.7)% (2.1)% (1.0)%
Constant currency adjustment - - - - (642) (2,749) (313) (3,704) 1.7% 3.1% 3.5% 2.8%
Revenue at constant currency 40,700 85,977 8,861 135,538 38,822 85,630 8,741 133,193 4.8% 0.4% 1.4% 1.8%
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.
Unaudited Unaudited
30 September 2025 30 September 2024
£'000 £'000
Operating profit 6,719 9,430
Amortisation of acquired intangibles 16,524 17,400
Share-based payment charges 2,706 2,172
Exceptional items 3,600 -
Adjusted Operating Profit 29,549 29,002
Adjusted Operating Profit Margin
Adjusted operating profit is calculated as adjusted operating profit as a
percentage of revenue.
Adjusted Operating Expenses
Adjusted operating expenses means reported operating expenses 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.
Unaudited Unaudited
30 September 2025 30 September 2024
£'000 £'000
Reported operating expenses 88,184 85,886
Amortisation of acquired intangibles (16,524) (17,400)
Share-based payment charges (2,706) (2,172)
Other exceptional items (3,600) -
Adjusted Operating Expenses 65,354 66,314
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.
Unaudited Unaudited
30 September 2025 30 September 2024
£'000 £'000
Adjusted operating profit 29,549 29,002
Depreciation of property, plant and equipment 405 487
Depreciation of right-of-use assets 548 513
Amortisation of non-acquired intangibles 3 40
Adjusted EBITDA 30,505 30,042
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. This provides an indication of the ongoing tax rate across the
Group. Refer to note 9 for calculation.
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 Cash/Debt
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.
Unaudited Audited
30 September 2025 31 March
2025
£'000 £'000
Cash and cash equivalents 23,590 25,159
Loans on balance sheet 89,638 72,931
Unamortised loan arrangement fees 540 754
External Loans 90,178 73,685
Net Debt (66,588) (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.
Unaudited Audited
30 September 31 March
2025
2025
£'000 £'000
Net Debt (66,588) (48,526)
Rolling 12 month Adjusted EBITDA 69,453 68,991
Debt Leverage 0.96 0.70
Rolling 12 Month Cash Conversion %
This is calculated as cash generated from operations, adjusted to exclude cash
payments for exceptional items, as a percentage of Adjusted EBITDA. Cash
conversion on a rolling 12-month basis and measures how efficiently the
Group's operating profit is converted into cash.
Unaudited Unaudited
30 September 2025 30 September 2024
£'000 £'000
Cash generated from operations before tax payments 54,250 55,212
Opening unpaid normalised and exceptional items - 333
Total exceptional items 8,066 3,053
Non-cash exceptional items (121) (1,129)
Closing unpaid normalised and exceptional items (2,613) -
Cash generated from operations before tax payments and exceptional items paid 59,582 57,469
Adjusted EBITDA 69,453 68,666
Rolling Cash Conversion % 85.8% 83.7%
Statement of Directors' Responsibilities
The directors are responsible for preparing the half-yearly financial report
for the six months ended 30 September 2025 in accordance with applicable law,
regulations and accounting standards.
The directors confirm that these condensed interim financial statements have
been prepared in accordance with International Accounting Standard 34 Interim
Financial Reporting, in accordance with UK-adopted international accounting
standards and that, to the best of their knowledge, the interim management
report herein includes a fair review of the information required by:
· DTR 4.2.7R of the UK Financial Conduct Authority Disclosure
Guidance and Transparency Rules sourcebook, being an indication of important
events that have occurred during the first six months of the financial year
and the impact on these condensed interim financial statements; and a
description of the principal risks and uncertainties for the remaining six
months of the financial year; and
· (b) DTR 4.2.8R of the UK Financial Conduct Authority Disclosure
Guidance and Transparency Rules sourcebook, being related party transactions
that have taken place in the first six months of the financial year and that
have materially affected the financial position or performance of the
enterprise during that period; and any changes in the related party
transactions described in the last annual report that could do so.
Directors are listed in the Annual Report and Accounts for 2025.
Details of all current Directors are available on our corporate website at
www.gbgplc.com.
For and on behalf of the Board of Directors
Dev
Dhiman
David Ward
Chief Executive Officer Chief
Financial Officer
24 November 2025 24
November 2025
Independent review report to GB Group plc
Report on the condensed consolidated interim financial statements
Our conclusion
We have reviewed GB Group plc's condensed consolidated interim financial
statements (the "interim financial statements") in the Half year results of GB
Group plc for the six month period ended 30 September 2025 (the "period").
Based on our review, nothing has come to our attention that causes us to
believe that the interim financial statements are not prepared, in all
material respects, in accordance with UK adopted International Accounting
Standard 34, 'Interim Financial Reporting' and the Disclosure Guidance and
Transparency Rules sourcebook of the United Kingdom's Financial Conduct
Authority.
The interim financial statements comprise:
· the Condensed Consolidated Balance Sheet as at 30 September 2025;
· the Condensed Consolidated Statement of Profit or Loss and the
Condensed Consolidated Statement of Comprehensive Income for the period
then ended;
· the Condensed Consolidated Cash Flow Statement for the period then
ended;
· the Condensed Consolidated Statement of Changes in Equity for the
period then ended; and
· the explanatory notes to the interim financial statements.
The interim financial statements included in the Half year results of GB Group
plc have been prepared in accordance with UK adopted International Accounting
Standard 34, 'Interim Financial Reporting' and the Disclosure Guidance and
Transparency Rules sourcebook of the United Kingdom's Financial Conduct
Authority.
Basis for conclusion
We conducted our review in accordance with International Standard on Review
Engagements (UK) 2410, 'Review of Interim Financial Information Performed by
the Independent Auditor of the Entity' issued by the Financial Reporting
Council for use in the United Kingdom ("ISRE (UK) 2410"). A review of interim
financial information consists of making enquiries, primarily of persons
responsible for financial and accounting matters, and applying analytical and
other review procedures.
A review is substantially less in scope than an audit conducted in accordance
with International Standards on Auditing (UK) and, consequently, does not
enable us to obtain assurance that we would become aware of all significant
matters that might be identified in an audit. Accordingly, we do not express
an audit opinion. We have read the other information contained in the Half
year results and considered whether it contains any apparent misstatements or
material inconsistencies with the information in the interim financial
statements.
Conclusions relating to going concern
Based on our review procedures, which are less extensive than those performed
in an audit as described in the Basis for conclusion section of this report,
nothing has come to our attention to suggest that the directors have
inappropriately adopted the going concern basis of accounting or that the
directors have identified material uncertainties relating to going concern
that are not appropriately disclosed. This conclusion is based on the review
procedures performed in accordance with ISRE (UK) 2410. However, future events
or conditions may cause the group to cease to continue as a going concern.
Responsibilities for the interim financial statements and the review
Our responsibilities and those of the directors
The Half year results, including the interim financial statements, is the
responsibility of, and has been approved by the directors. The directors are
responsible for preparing the Half year results in accordance with the
Disclosure Guidance and Transparency Rules sourcebook of the United Kingdom's
Financial Conduct Authority. In preparing the Half year results, including the
interim financial statements, the directors are responsible for assessing the
group's ability to continue as a going concern, disclosing, as applicable,
matters related to going concern and using the going concern basis of
accounting unless the directors either intend to liquidate the group or to
cease operations, or have no realistic alternative but to do so.
Our responsibility is to express a conclusion on the interim financial
statements in the Half year results based on our review. Our conclusion,
including our Conclusions relating to going concern, is based on procedures
that are less extensive than audit procedures, as described in the Basis for
conclusion paragraph of this report. This report, including the conclusion,
has been prepared for and only for the company for the purpose of complying
with the Disclosure Guidance and Transparency Rules sourcebook of the United
Kingdom's Financial Conduct Authority and for no other purpose. We do not, in
giving this conclusion, accept or assume responsibility for any other purpose
or to any other person to whom this report is shown or into whose hands it may
come save where expressly agreed by our prior consent in writing.
PricewaterhouseCoopers LLP
Chartered Accountants
Manchester
24 November 2025
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