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RNS Number : 3671X  GRC International Group PLC  20 December 2023

20 December 2023

GRC International Group Plc

("GRC" or the "Group")

 
Interim results for the period ended 30 September 2023
 
Continued revenue growth and EBITDA positivity
Improved revenue quality with substantial ARR growth

GRC International Group PLC (AIM: GRC), an integrated cyber security and
privacy solutions business, announces its unaudited interim results for the
six months ended 30 September 2023.

 

Financial highlights

 

·      Revenue up 4% to £7.6m (H1 FY23: £7.3m.

·      Qualifications revenue up 24% to £1.5m (H1 FY23: £1.2m).

·      GDPR Compliance revenue up 11% to £746k (H1 FY23: £671k).

·      Professional services revenue up 6% to £4.8m (H1 FY23: £4.5m).

·      Web revenue up 5% to £4.9m (H1 FY23: £4.6m).

·      ARR (Annualised Recurring Revenue) at period end up 36% to
£11.0m (H1 FY23: 8.2m).

·      Recurring and contracted revenue up 8% to £5.5m (H1 FY23:
£5.1m).

·      72% (H1 FY23: 71%) of revenue generated from recurring and
contracted revenue contracts.

·      Gross margin of 61% (H1 FY23: 60%) - continued improvement
reflects operational gearing from subscription services and internal
efficiencies from automation projects.

·      Adjusted EBITDA1 of £0.2m (H1 FY23: £0.4m).

·      Loss before tax of £0.9m (H1 FY23: £0.5m) driven by
amortisation from the investment in capital expenditure to fuel future growth
of £0.9m (H1 FY23: £1.0m).

·      Cash balances at period end of £0.0m (H1 FY23: £0.2m). Facility
headroom circa £0.4m (H1 FY23: £0.4m). Borrowings (excluding lease
obligations) of £1.5m (H1 FY23 £0.8m).

 

Operational highlights
 

·      Increased CyberComply ARR by 40% to £528k (H1 FY23: £378k).

·      ITG EU billings2 up 20% to £410k (H1 FY23: £341k).

·      Improved training value for money: training delegate numbers up
4% to 876 (H1 FY23: 839) and average delegate revenue up by 20% to £1.7k (H1
FY23: £1.4k).

·      Increased investment in overhead improved the quality and
efficiency of customer delivery, leading to a further increase in Group NPS
(net promoter score) to 58 (H1 FY23: 54). Scores over 50 indicate customer
service rating of 'Excellent'.

Outlook
 

·      Continued investment in the CyberComply platform and our product
suite.

·      The Board expects that these investments will support an
acceleration in revenue growth through Q3 and for compliance pressures to
drive a very strong Q4. However, full year results will inevitably depend on
Q4 expectations being realised.

·      The Group's trading performance is historically H2 weighted, and
the Board expects to see that patten continue in the current year.

·      The Board remains confident that the Company will meet market
expectations for the full year to 31 March 2024*.

 

*GRC believes that current consensus market expectations for the year ending
31 March 2024 prior to the publication of this announcement are revenues of
£17.0 million and adjusted EBITDA of £1.1 million.

1 EBITDA is defined within the Financial Review of this announcement.

 

2 Billings equate to the total value (net of VAT) of invoices raised and cash
sales through the Group's websites. Billings is considered by the Board to be
a key metric for managing the business due to billings' direct relationship
with cashflow. Cash receipts are driven by billings achieved each month rather
than revenue recognised in accordance with IFRS.

Alan Calder, Chief Executive Officer, said:

 

"We continued in H1 FY24 to grow overall revenue, generate positive EBITDA,
improve our customer quality scores, generate substantial Intellectual
Property, and develop our longer-term delivery capabilities. We expect the
development work done in H1 to accelerate revenue growth through H2 and as
such, the Board is confident that the Company will meet market expectations
for the full year to 31 March 2024.

 

CyberComply, our cyber security and compliance platform, is at the heart of
our long-term strategy for growth. We made substantial progress, during H1,
both in functionality improvements and in revenue, with CyberComply-specific
ARR up 40% HY on HY.

 

Although economic and geo-political headwinds persist, we expect their effects
to continue being counter-balanced by the impact on GRC of the requirements of
a rapidly increasing cyber and privacy regulation and enforcement (such as
GDPR, DORA and SEC Regulations) in the UK, the EU, the US and elsewhere."

 

 

 

Enquiries:

 

GRC International Group plc                                                                                            +44 (0) 330 999 0222

Alan Calder, Chief Executive Officer

Christopher Hartshorne, Finance Director

 

Singer Capital Markets (Nominated Adviser and Joint
Broker)
                   +44 (0)20 7496 3000

Phil Davies, James Fischer

 

Dowgate Capital Limited (Joint
Broker)
+44 (0) 20 3903 7715

James Serjeant, Russell Cook, Nicholas Chambers

 

 

About GRC International Group PLC ("GRC" or "the Group")

 

GRC is an international governance, risk management and compliance company
whose main business is cyber defence-in-depth.

 

 A technology business, its proprietary premier brands including the market
leader, IT Governance, offer 'Our expertise, your peace of mind' for GRC's
wide range of domestic and international corporate customers across all
industrial sectors.

 

GRC's three operating divisions - Software as a Service (SaaS), E-Commerce and
Services - offer a wide range of products and services encompassing: IT
governance, risk management, compliance with data protection and cyber
security regulations, online and in-person training and staff awareness,
consultancy, online publishing and distribution, as well as software. The
Group's capabilities also include products and services to enable corporates
to address wider governance issues, such as money laundering and bribery.

 

In addition to its UK business, GRC has operations in the EU, US and
Asia-Pacific regions.

 

Chief Executive Review

 

Overview

GRC continues this year to make progress in its transformation from a services
business to one that is centred around a comprehensive cyber security and
privacy compliance SaaS platform, CyberComply.

 

40% growth v H1 FY23in CyberComply-specific ARR demonstrates that our
customers buy-in to our vision of how best to manage cyber security compliance
in today's increasingly complex regulatory environment. Encouragingly, in
spite of geo-political and economic headwinds, we continued to generate
positive EBITDA as well as overall revenue growth. We had a marginal
improvement in gross margin % as well as another improvement in our NPS
service quality results. Most importantly, our focus on quality of earnings
shows in the significant 36% increase in our overall ARR v H1 FYH23.

 

Strategy

Our strategy and the drivers for growth remain unchanged.

 

·        Corporates, large and small, domestic and multinational, have
to deal with a growing number of increasingly complex regulations and
enforcement in the Group's three primary geographic markets of the UK, EU and
US.

 

·        All clients face escalating nation-state and criminal
(serious organised crime) cyber-attacks.

 

·        There are significant and deep-seated national and
international cyber and compliance skills deficits.

 

·        Technological security solutions are inadequate to the
challenge, which is primarily one of insider risk and human susceptibilities.

 

In this environment, our strategy is to offer an integrated suite of sensibly
priced, high-quality GRC products and services on an increasingly longer-term
contracted basis. The proliferation of legal requirements (both cyber and
privacy and customer-mandated security practices) is driving organisations to
start looking for compliance platforms that can systematically and cost
effectively support their risk management strategies. Our ongoing investment
in our CyberComply platform and in our e-commerce websites are both important
elements of what we see as the development of a cyber regulation technology
('cyber reg tech') market. This is a market that we aspire to lead.

 

In the longer term, we plan to accelerate growth nationally and
internationally, organically and by acquisition. Today's fragmented and
rapidly growing international cyber markets offer significant organic and
consolidation opportunities. We believe that the Group's proven resilience and
agility will enable it to exploit those opportunities in the years ahead.

 

The Group's medium-term objective is to build annual revenue, both organically
and through acquisition, to in excess of £50m, with gross margins and EBITDA
margins in the order of 65% and 25% respectively.

 

Trading outlook

We are continuing to invest in our CyberComply platform, as well as in our
product suite, to help our clients comply with the EU's Digital Operational
Resilience Act, the USA's SEC Cyber Security Regulation, the UK's revised GDPR
and a host of other industry-specific standards (such as PCI DSS, EuroPrivacy
and ISO/IEC 27001). It is expected that these investments will support an
acceleration in revenue growth through Q3 and for compliance pressures to
drive a very strong Q4.

 

Alan Calder

Chief Executive Officer

 

 

 

 

 

 

Financial Review

 

Billings

Billings were up 1% to £7.3m (H1 FY23: £7.2m). Billings equate to the total
value of invoices (excluding VAT) raised as cash sales through the Group's
websites. The figure does not take account of accrued or deferred income
adjustments that are required to comply with accounting standards for revenue
recognition. The Board considers billings to be a key performance indicator
because it has a much closer relationship than accounting revenue to cash
receipts from customers. It also provides good forward visibility of future
accounting revenue since much of the Group's invoicing for training and
'ad-hoc' consultancy projects takes place ahead of delivery.

 

The overall shift within the business towards recurring revenue on monthly
subscriptions and retainer type arrangements means that billings are more
closely aligned with revenue than has been the case historically.

 
Revenue

Revenue for the six months ended 30 September 2023 was up 4% to £7.6m (H1
FY23: £7.2m).

 

Despite the uncertainty of the current economic climate, with high inflation,
high interest rates and low levels of overall economic growth, our H1 FY24
revenue was still 3% up on the immediately previous 6 months (H2 FY23:
£7.4m).

 

H2 is traditionally the Group's stronger trading period, so management are
encouraged to see consecutive periods of growth.

 

Recurring and contracted revenue was up 8% to £5.5m (H1 FY23: £5.1m). This
accounted for 72% of total revenue (H1 FY23: 71%).

 

The strong revenue growth (13%) in the E-Commerce division reflects a return
on the investment made in automation and website infrastructure projects,
which have made it easier for customers to purchase and have fulfilled
products and services without the need to interact with salespeople or
administrative staff.

 

 £'m      Services  Software as a Service (SaaS)  E-Commerce  Total
 H1 FY24  3.9       1.9                           1.8         7.6
 H1 FY23  3.6       2.1                           1.6         7.3
 FY FY23  7.0       4.1                           3.6         14.7

 

 Period-on-period %  Services  Software as a Service (SaaS)  E-Commerce  Total
 H1 FY24 vs FY23     8%        (10)%                         13%         4%

 

International

International revenue was down 6% to £1.5m (H1 FY23: £1.6m), representing
20% (H1 FY23: 22%) of total Group revenue.

 

The Group services the majority of its US based clients through its IT
Governance USA business and most of its European clients through its IT
Governance EU business. Invoicing in USD and EUR respectively. The use of
local staff and suppliers in those territories means cost is incurred in local
currency providing a natural partial hedge against foreign exchange risk.

 

The Group experienced some operational challenges in the US during Q2. These
have been successfully addressed by management and performance entering the
second half of the year is encouraging. The EU and US are considered to be
important future growth markets for the Group.

 

Gross profit

Gross profit was up 4% to £4.6m (H1 FY23: £4.4m), with gross margin also up
by 100 basis points to 61% (H1 FY23: 60%).

 

The majority of the Group's direct cost base relates to headcount for
consultants and client delivery staff. The Group's focus on higher-margin
subscription services has driven the overall improvement in margin. In
particular, the growth in retainer type arrangements for some services
contracts has driven margin improvement in the Services division. Margin in
the Services division also benefited from the positive impact of several
operational projects designed to improve efficiency, while investment in
website infrastructure has delivered margin improvement in the e-Commerce
division.

 

The Board's expected revenue growth in H2, and in particular in Q4, is not
expected to require additional delivery capability, and so H2 margins are
expected to widen.

 

 

 

 Segment     6 months to 30 September 2023         Revenue change    6 months to 30 September 2024

             Revenue     Margin                    %                 Revenue     Margin
             £           £           %                               £           £           %
 Services    3.6         1.7         47%           8%                3.9         2.0         51%
 SaaS        2.1         1.7         81%           (10)%             1.9         1.3         68%
 E-Commerce  1.6         1.0         63%           12%               1.8         1.3         72%
 Total       7.3         4.4         60%           4%                7.6         4.6         61%

 

Administrative expenses

Administrative expenses increased by £0.4m (8%) to £5.3m (H1 FY23: £4.9m).

 

During FY23 the Group invested in people, marketing and IT spend designed to
fuel the next phase of revenue growth. It is therefore expected that FY24 will
carry this cost in the first half of the year. The Group has now reached a
point in its various software development and automation projects where
overhead is expected to drop as a percentage of revenue through H2.

 

EBITDA

Adjusted EBITDA (earnings before interest, tax, depreciation and amortization,
adjusted to remove exceptional administrative costs) is considered by the
Board to be an important key performance indicator. The Board believes that it
is a more accurate measure of underlying business performance as it removes
the impact of non-cash accounting adjustments.

 

Adjusted EBITDA was £0.2m (H1 FY23: £0.4m).

 £'M                               H1 FY24  HY2 FY23  HY1 FY23
 Revenue                           7.6      7.4       7.3

 Operating loss                    (0.7)    (1.0)     (0.4)
 Depreciation                      0.0      0.0       0.1
 Amortisation                      0.8      0.8       0.7
 Exceptional administrative costs  0.1      0.1       0.0
 Adjusted EBITDA                   0.2      (0.1)     0.4
 Adjusted EBITDA as % Revenue      3%       (1)%      5%

 

Finance expense

The net finance expense of £0.2m (H1 FY23: £0.1m) relates to interest on the
Group's borrowings and leases accounted for under IFRS 16.

 

Loss before tax

Loss before tax was £0.9m (H1 FY23: loss £0.5m).

 

Taxation

No provision for tax has been made in the period (FY22: £Nil). The tax credit
recognised relates to the unwinding of deferred tax on the acquisition of DQM.

 

Earnings per share

Loss per share was 0.78 pence (Hi FY23: loss per share 0.48 pence).

 

Dividend

The Group is not paying a dividend.

 

 

Cash flow and cash/debt
The Group's closing cash position net of a bank overdraft was £0.0m (30 September 2022: £0.2m).
 
Borrowings (excluding lease obligations) at period end were £1.5m (30 September 2022: £0.8m).
 
The Group has banking facilities to provide adequate headroom for unforeseen working capital requirements by way of an invoice discounting facility that was inherited as part of the acquisition in 2019.
 
In addition, the unsecured loan facility provided by Andrew Brode for the amount of £700,000 at an interest rate of 5% above the Bank of England base rate to provide additional working capital is available to the Company until at least 31 December 2024 and shall automatically renew for a further 12 months unless terminated by either party. As at the period end and the date of this report, £350,000 remained available to be drawn down.
 
Statement of financial position

Net assets were £6.6m (30 September 2023: £8.1m).

 

Net current liabilities at period end were up by £1.4m to £5.6m (30
September 2023: £4.2m).

 

The trade and other payables balance includes a deferred income balance of
£1.8m (30 September 2023: £1.8m), relating to training and consultancy
projects due to be delivered after the statement of financial position date.
This balance provides some visibility of income to be recognised in H2.

 

Intangible assets
The Group's accounting policy is that only directly attributable staff costs of the technical teams developing the assets are capitalised. No management time is capitalised, and neither is any proportion of overheads or borrowing costs.
 
Additions of £0.9m (H1 FY23: £1.0m) relate to software, website development and the development of courseware.
 
Amortisation of intangible fixed assets was £0.8m (H1 FY23: £0.7m).
 
Goodwill arising from business combinations has been allocated to the Group's DQM cash-generating unit ('CGU').
 
Goodwill was £6.8m (30 September 2022: £6.8m).
 
Goodwill is tested at least annually for impairment and whenever there are indications that goodwill might be impaired.
 
Capital structure
The issued share capital at 30 September 2023 was 107,826,246 (30 September 2022: 107,826,246) ordinary shares of £0.001 each.
There were no share options granted in the period to 30 September 2023.
 
Risks and uncertainties
The Board continually assesses and monitors the key risks of the business. The key risks that could affect the Group's
performance, and the factors that mitigate these risks, are set out on pages 24 to 25 of the Group's Annual Report for 2023 (a copy of which is available from the Group's website (
www.grci.group (http://www.grci.group)
).

 

Chris Hartshorne

Finance Director

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

UNAUDITED CONSOLIDATED INCOME STATEMENT

FOR THE SIX MONTHS ENDED 30 SEPTEMBER 2023

 

                                                                   6 months to 30 September 2023 unaudited    12 months to 31 March 2023 audited    6 months to 30 September 2022

                                                                                                                                                    unaudited

                                                            Notes  £'000                                      £'000                                 £'000
 Revenue                                                           7,573                                      14,660                                7,287
 Cost of sales                                                     (2,998)                                    (5,783)                               (2,885)
 Gross profit                                                      4,575                                      8,877                                 4,402
 Administrative expenses                                           (5,279)                                    (10,423)                              (4,917)
 Other operating income                                            18                                         121                                   48
 Operating loss                                                    (686)                                      (1,425)                               (467)
 Net financing costs                                               (169)                                      (190)                                 (72)
 Share of post-tax loss of equity-accounted joint ventures         (17)                                       -                                     -
 Loss before taxation                                              (862)                                      (1,615)                               (539)
 Taxation                                                          21                                         365                                   21
 Loss for the financial period                                     (841)                                      (1,250)                               (518)
 Loss for the financial period attributable to:
 Equity shareholders of the parent                                 (841)                                      (1,250)                               (518)
 Basic loss per share (pence)                                      (0.78)                                     (1.16)                                (0.48)
 Diluted loss per share (pence)                                    (0.78)                                     (1.16)                                (0.48)

 

All of the Group's loss relates to continuing operations.

The accompanying accounting policies and notes form an integral part of these
financial statements.

 
 
UNAUDITED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE SIX MONTHS ENDED 30 SEPTEMBER 2023

 

                                                                             Notes  6 months to 30 September 2023 unaudited    12 months to 31 March 2023 audited    6 months to 30 September 2022

                                                                                                                                                                     unaudited
                                                                                    £'000                                      £'000                                 £'000
 Loss for the period                                                                (841)                                      (1,250)                               (518)
 Other comprehensive loss - items that may subsequently be reclassified to
 profit/loss:

                                                                                    (1)                                        (21)                                  (35)
 Other comprehensive loss for the financial period                                  (1)                                        (21)                                  (35)
 Total comprehensive loss for the financial period                                  (1)                                        (21)                                  (35)
 Total comprehensive loss attributable to equity shareholders of the parent

                                                                                    (842)                                      (1,271)                               (553)

 

The accompanying accounting policies and notes form an integral part of these
financial statements.

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
UNAUDITED CONSOLIDATED BALANCE SHEET

FOR THE SIX MONTHS ENDED 30 SEPTEMBER 2023

 

                                                        6 months to 30 September 2023 unaudited    12 months to 31 March 2023 audited    6 months to 30 September 2022

                                                                                                                                         unaudited

                                                 Notes  £'000                                      £'000                                 £'000
 ASSETS
 Non-current assets
 Goodwill                                               6,804                                      6,804                                 6,804
 Intangible assets                                      5,663                                      5,616                                 5,876
 Property, plant and equipment                          218                                        248                                   293
 Investments in equity-accounted joint ventures         19                                         17                                    17
                                                        12,704                                     12,685                                12,990
 Current assets
 Trade and other receivables                            1,509                                      1,611                                 1,376
 Current tax                                            -                                          37                                    -
 Cash at bank                                           27                                         139                                   199
                                                        1,536                                      1,787                                 1,575
 Current liabilities
 Trade and other payables                               (5,655)                                    (5,291)                               (4,975)
 Borrowings                                             (1,269)                                    (1,074)                               (526)
 Lease liabilities                                      (46)                                       (58)                                  (101)
 Current tax                                            (127)                                      -                                     (127)
                                                        (7,097)                                    (6,423)                               (5,729)
 Net current liabilities                                (5,561)                                    (4,636)                               (4,154)
 Non-current liabilities
 Trade and other payables                               -                                          (8)                                   -
 Borrowings                                             (199)                                      (215)                                 (252)
 Lease obligations                                      (76)                                       (95)                                  (119)
 Deferred tax liability                                 (280)                                      (301)                                 (317)
                                                        (555)                                      (619)                                 (688)
 Net assets                                             6,588                                      7,430                                 8,148
 Equity
 Share capital                                          108                                        108                                   108
 Share premium                                          16,012                                     16,012                                16,012
 Merger reserve                                         4,276                                      4,276                                 4,276
 Share-based payment reserve                            126                                        126                                   126
 Translation reserve                                    (31)                                       (30)                                  (44)
 Accumulated deficit                                    (13,903)                                   (13,062)                              (12,330)
 Total equity                                           6,588                                      7,430                                 8,148

 

 

UNAUDITED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE SIX MONTHS ENDED 30 SEPTEMBER 2023

 
 
                                                                                                Share-based payment reserve
                                                               Share premium   Merger reserve                                Retained deficit   Translation reserve
                                               Share capital                                                                                                          Total
                                               £'000           £'000           £'000            £'000                        £'000              £'000                 £'000
 Balance at 1 April 2022 (audited)             108             16,012          4,276            126                          (11,812)           (9)                   8,701
 Loss for the period                           -               -               -                -                            (1,250)            -                     (1,250)
 Foreign exchange difference on consolidation
                                               -               -               -                -                            -                  (21)                  (21)
 Total comprehensive loss for the period       -               -               -                -                            (1,250)            (21)                  (1,271)
 At 31 March 2023 (audited)                    108             16,012          4,276            126                          (13,062)           (30)                  7,430
 Loss for the period                           -               -               -                -                            (841)              -                     (841)
 Foreign exchange difference on consolidation
                                               -               -               -                -                            -                  (1)                   (1)
 Total comprehensive loss for the period       -               -               -                -                            (841)              (1)                   (842)
 At 30 September 2023 (unaudited)              108             16,012          4,276            126                          (13,903)           (31)                  6,588

 
                                                                                                Share-based payment reserve
                                                               Share premium   Merger reserve                                Retained deficit   Translation reserve
                                               Share capital                                                                                                          Total
                                               £'000           £'000           £'000            £'000                        £'000              £'000                 £'000
 Balance at 1 April 2022 (audited)             108             16,012          4,276            126                          (11,812)           (9)                   8,701
 Loss for the period                           -               -               -                -                            (518)              -                     (518)
 Foreign exchange difference on consolidation
                                               -               -               -                -                            -                  (35)                  (35)
 Total comprehensive loss for the period       -               -               -                -                            (518)              (35)                  (553)
 At 30 September 2022 (unaudited)              108             16,012          4,276            126                          (12,330)           (44)                  8,148

 
 
 

 

 

 

 

 
 
 
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

UNAUDITED CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE SIX MONTHS ENDED 30 SEPTEMBER 2023

 

                                                                       6 months to 30 September 2023 unaudited                                           6 months to 30 September 2022 unaudited

                                                                                                                  12 months to 31 March 2023 audited

                                                                Notes  £'000                                      £'000                                  £'000
 Cash flows from operating activities
 Loss for the period                                                   (841)                                      (1,250)                                (518)
 Adjustments for:
 Depreciation of plant and equipment                                   16                                         37                                     19
 Amortisation of right of use assets                                   27                                         95                                     47
 Amortisation of intangible fixed assets                               817                                        1,523                                  719
 Foreign exchange loss/(gain)                                          11                                         2                                      (4)
 Share of post-tax loss of equity-accounted joint venture              7                                          -                                      -
 Finance expenses                                                      169                                        190                                    72
 Income tax credit                                                     (21)                                       (365)                                  (21)
                                                                                                                  232                                    314
 Decrease in trade and other receivables                               101                                        9                                      252
 Increase in trade and other payables                                  350                                        (750)                                  (1,086)
                                                                       636                                        (509)                                  (520)
 Income tax refund                                                     164                                        163                                    -
 Net cash inflow/(outflow) from operating activities                   800                                        (346)                                  (520)
 Investing activities
 Purchase of intangible assets                                         (864)                                      (1,506)                                (963)
 Purchase of plant and equipment                                       (15)                                       (50)                                   (37)
 Acquisition of joint venture investment                               (9)                                        -                                      -
 Net cash outflow from investing activities                            (888)                                      (1,556)                                (1,291)
 Financing activities
 Proceeds from borrowings                                              665                                        875                                    -
 Repayment of borrowings                                               (497)                                      (658)                                  (284)
 Interest paid                                                         (152)                                      (155)                                  (50)
 Interest on lease liability on right-of-use assets                    (6)                                        (14)                                   (13)
 Payment of lease liabilities on right-of-use assets                   (31)                                       (109)                                  (43)
 Net cash outflow from financing liabilities                           (21)                                       (61)                                   (390)
 Net decrease in cash and cash equivalents                             (109)                                      (1,963)                                (1,910)
 Cash and cash equivalents at beginning of financial period            139                                        2,099                                  2,099
 Effects of exchange rate changes on cash and cash equivalents         (3)                                        3                                      10
 Cash and cash equivalents at end of financial period                  27                                         139                                    199
 Comprising
 Cash at bank                                                          27                                         139                                    199

 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 

 
1.       Nature of operations and general information

 

GRC International Group plc ('GRC International Group' or 'the Company') is a
public limited company limited by shares, incorporated and domiciled in
England and Wales. The registered company number is 11036180 and the
registered office is Unit 3 Clive Court, Bartholemew's Walk, Cambridgeshire
Business Park, Ely, Cambridgeshire, CB7 4EA.

 

The principal activities of GRC International Group and its subsidiary
companies is as a one-stop shop for IT governance including books, tools,
learning and consultancy services.

 

The interim financial statements have not been audited or reviewed by the
auditors.

 

2.      Basis of preparation of half-year report
 

The condensed consolidated interim financial report for the half-year
reporting period ended 30 September 2022 has been prepared in accordance with
Accounting Standard IAS 34 Interim Financial Reporting.

 

The results include the results of GRC International Group plc and its
subsidiaries.

 

A subsidiary is a company controlled directly by the Group. Control is
achieved where the Group has the power over the investee, rights to

variable returns and the ability to use the power to affect the investee's
returns.

 

Income and expenses of subsidiaries acquired during the year are included in
the Consolidated Income Statement from the effective date of control. When
necessary, adjustments are made to the financial statements of subsidiaries to
bring their accounting policies into line with those used by the Company.

 

All intra-Group transactions, balances, income, and expenses are eliminated in
full on consolidation.

 

The Interim report does not include all the notes of the type normally
included in an annual financial report. Accordingly, this report is to be read
in conjunction with the annual report for the year ended 31 March 2023 and any
public announcements made by GRC International Group plc during the interim
period.

 

Half-yearly (interim) reports

 

The comparative financial information for the year ended 31 March 2023 in this
interim report does not constitute statutory accounts for that year.

 

The statutory accounts for the year ended 31 March 2023 have been delivered to
the Registrar of Companies. The auditors' report on those accounts was
unqualified and did not contain a statement under 498(2) or 498(3) of the
Companies Act 2006.

 
3.      Revenue

Revenue is all derived from continuing operations.

Notwithstanding that the Group's revenues are often interdependent, the Group
has disaggregated revenue into various categories in the following tables
which is intended to depict how the nature, amount, timing and uncertainty of
revenue and cash flows are affected by economic date:

                                6 months to 30 September 2023 unaudited                                           6 months to 30 September 2022 unaudited

                                                                           12 months to 31 March 2023 audited
                                £'000                                      £'000                                  £'000
 Consultancy                    4,964                                      9,350                                  4,807
 Publishing and distribution    345                                        794                                    392
 Software                       788                                        1,760                                  902
 Training                       1,476                                      2,756                                  1,185
 Total revenue                  7,573                                      14,660                                 7,287

 
The Group's revenue is analysed as follows for each revenue category:
                             6 months to 30 September 2023 unaudited                                           6 months to 30 September 2022 unaudited

                                                                        12 months to 31 March 2023 audited
                             £'000                                      £'000                                  £'000
 Sale of goods               346                                        794                                    391
 Provision of services       7,227                                      13,866                                 6,896
                             7,573                                      14,660                                 7,287
 Other operating income *    18                                         121                                    48
 Total revenue               7,591                                      14,781                                 7,335

Other operating income relates to rent received from the sub-let of some of the Group's office space.
 
4.      Earnings per share
Basic earnings per share is based on the loss after tax for the period and the weighted average number of shares in issue during the period.
 
                                                     6 months to 30 September 2023 unaudited                                           6 months to 30 September 2022 unaudited

                                                                                                12 months to 31 March 2023 audited
                                                     £'000                                      £'000                                  £'000
 Loss attributable to equity holders of the group    (841)                                      (1,250)                                (518)
 Weighted average number of shares in issue          107,826                                    107,826                                107,826
 Diluted loss per share (pence)                      (0.78)                                     (1.16)                                 (0.48)

 
                                                                           6 months to 30 September 2023 unaudited                                           6 months to 30 September 2022 unaudited

                                                                                                                      12 months to 31 March 2023 audited
 Number of shares                                                          107,826,246                                107,826,246                            107,826,246
 Dilutive (potential dilutive) effect of share options                     -                                          -                                      -
 Weighted average number of ordinary shares for the purposes of diluted
 earnings per share

                                                                           107,826,246                                107,826,246                            107,826,246

 Diluted loss per share (pence)                                            (0.78)                                     (1.16)                                 (0.48)

Due to the losses incurred during the period, a diluted loss per share has not
been calculated as this would serve to reduce the basic loss per share. There
were 526,760 (2022: 526,760) share options outstanding at the end of the
period that could potentially dilute basic earnings per share in the future.

 

5.      Intangible assets
                             Marketing tools  Publishing products  Consultancy products and courseware  Software and website costs  Trademarks  Customer relationships  Total
                             £'000            £'000                £'000                                £'000                       £'000       £'000                   £'000
 COST
 At 1 April 2022 (audited)   66               451                  1,218                                7,172                       466         1,843                   11,216
 Additions                   -                83                   374                                  1,049                       -           -                       1,506
 Foreign exchange movement   -                -                    3                                    -                           -           -                       3
 At March 2023 (audited)     66               534                  1,595                                8,221                       466         1,843                   12,725
 Additions                   1                4                    285                                  574                         -           -                       864
 Foreign exchange movement   -                -                    (1)                                  -                           -           -                       (1)
 At 30 September 2023        67               538                  1,879                                8,795                       466         1,843                   13,588
 Accumulated depreciation
 At 1 April 2022 (audited)   63               317                  526                                  4,060                       147         473                     5,586
 Charge for period           1                55                   119                                  1,148                       46          154                     1,523
 At 31 March 2023 (audited)  64               372                  645                                  5,208                       193         627                     7,109
 Foreign exchange movement   -                -                    (1)                                  -                           -           -                       (1)
 Charge for period           -                32                   87                                   599                         23          76                      817
 At 30 September 2023        64               404                  731                                  5,807                       216         703                     7,925
 Net book value
 At 30 September 2023        3                134                  1,148                                2,988                       250         1,140                   5,663
 At 31 March 2023 (audited)  2                162                  950                                  3,013                       273         1,216                   5,616

 

Amortisation is included within administrative expenses.

All intangible assets have been developed internally with the exception of
those arising on the business acquisition in 2019. For CGUs requiring
impairment testing under IAS 36 Impairment of Assets, the method used to
determine recoverable amount is value-in-use.

6.      Authorised, allotted, issued and fully paid
                                               6 months to 30 September 2023 unaudited                                                                         6 months to 30 September 2022 unaudited
                                                                                                         12 months to 31 March 2023 audited
                                  Number                                                    Number       £'000                                    Number       £'000
 Ordinary shares of £0.001 each   107,826,246  108                                          107,826,246  108                                      107,826,246  108

                                  107,826,246  108                                          107,826,246  108                                      107,826,246  108

 
7.      Events after the reporting period

There have been no events that require disclosure in accordance with IAS10,
'Events after the balance sheet date'.

 

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