Final Results

GB GROUP PLC

("GBG", the "Group" or the "Company")

Results for the year ended 31 March 2025

Delivered strong profitability and cash generation; well-positioned to accelerate growth

Today, GBG, a global identity technology business enabling safe and rewarding digital lives, announces its audited results for the financial year ended 31 March 2025. These results are in line with the trading update published on 24 April 2025.

Commenting, Dev Dhiman, CEO, said:

"In today's rapidly evolving digital world, where billions of online interactions happen every day, trust and security have never been more critical. It was an important year in GBG's evolution, aligning our global organisation behind a new purpose, enabling safe and rewarding digital lives for genuine people, everywhere. A mission that is fundamental to the future of commerce and human connection in an increasingly interconnected world.

The launch of GBG Go marks another milestone in our innovation journey to unify our identity capabilities onto a single global platform that will help a business to create a seamless customer experience which instantly verify identities and detect fraud. As digital identity becomes as important as physical identity, our platform will help build trust between businesses and their customers while protecting millions of people from fraud and financial crime.

The foundations we've built this year, from our enhanced technology to our strengthened performance culture, position us uniquely to shape the future of digital trust. With a clear strategic direction and strong financial position, I am confident that GBG will continue to lead the way in making the digital economy safer, more inclusive, and more rewarding for everyone."

1Defined within note 19 to the results. 2Defined within note 10 to the results.3FY24 included exceptional costs of £59.6million, of which, £54.7million relates to a non-cash goodwill impairment charge. 

FY25 marked a year of transition. Under new leadership, the Group made strong operational progress and established a clear strategic direction, whilst strengthening the foundations for sustainable, profitable growth for the future.

The Group delivered progress in four focus areas set out for FY25; simplification, global alignment, innovation-led differentiation, and driving a performance culture, particularly in our Americas Identity business where we stabilised operations and transitioned leadership to position us for growth through FY26 and beyond.

Our FY26 strategic focus areas will include:

· Continued investment in GBG Go as we evolve towards a platform business

· Further operational improvements in our Americas Identity business to support our long-term ambitions

· Enhanced sales productivity through streamlined structures and processes

· Unlocking more customer value through more adoption of AI-driven capability and insights

· Embedding a new performance management framework, driving accountability through a differentiated reward structure

· Executing the required workstreams to move from AIM to the Main Market

Chief Executive Officer's review

Overview

A year of change - FY25 was a period of transition for GBG, marking my first full year leading the business. We delivered strong profitability and cash generation while driving strategic progress that reinforces our confidence in accelerating future growth. In addition, we introduced a new purpose for the Group to unite our team, 'enabling safe and rewarding digital lives for genuine people, everywhere', which captures our commitment to delivering relentless innovation that helps more businesses connect with and trust their customers using our powerful, market-leading identity fraud and location intelligence capabilities.

Clear strategic direction - Together with the Board and Executive team, I have developed a clear strategy for GBG that builds on what we had and expands our plans as to 'how' we will achieve our goals. In FY25, the business focused on four initial areas to become more globally aligned, differentiate through innovation, driving a performance culture, and continue to remove complexity, and we have delivered well against each of these four areas to create a platform for accelerated growth. This is particularly reflected in the effort to ensure that from 1 April 2025; our regional Identity businesses now go to market as one global brand, a global team, and with the launch of GBG Go, a new global identity platform built for a connected world.

A number of key initiatives underway in FY25 will shape the year ahead; this includes driving operational improvements in our Americas Identity business to achieve its full potential. Having successfully stabilised operations and transitioned to new leadership, demonstrating progress to accelerate its growth is a key priority as we move through FY26. In addition, a strategic review of the fraud prevention business, which generates the majority of the Fraud segment revenues, explored a range of options for value creation to define the next stage of its evolution. It will now operate as a standalone business, Global Fraud Solutions, and we are confident this will drive opportunities to leverage our expertise and expand relationships with its high-quality customer base, mostly in APAC and EMEA.

Strong profitability and cash generation - Reflecting on our FY25 trading performance, we delivered constant currency revenue growth of 3.0% to £282.7 million. This was encouraging given the challenging macroeconomic backdrop as well as the ongoing turnaround of our Americas Identity business. Within this, it was pleasing to see our net revenue retention rate (NRR) for Identity and Location increasing to 101.1% and growth in annual recurring revenue (ARR) in Fraud of 5.0%. Our gross profit margin of 70.0% was consistent with the prior year, reflecting improvements managing customer pricing alongside optimisation of our cloud infrastructure and data costs to mitigate inflation. A continued focus on simplification and global alignment helped adjusted operating profit to grow 9.5% to £67.0 million, as our adjusted operating margin expanded 160 bps to 23.7%. Strong cash performance enabled a material reduction in net debt to £48.5 million (FY24: £80.9 million), which alongside rate reductions, reduced net finance costs by 23% to £6.9 million. Overall, strong profitability and reduced interest costs resulted in a 14.9% increase in our diluted adjusted earnings per share to 17.4p.

Focused on shareholder value - We are confident that the benefits of our global prioritisation will strengthen the core of our business, enabling GBG to capitalise on the attractive structural opportunities in our key markets and accelerate profitable growth over the long-term. During FY25 we achieved strong progress in reducing net debt to enhance our optionality on capital allocation to support our strategic priorities and drive long-term shareholder value. This is reflected in the Board's recommendation of a 4.8% rise in the final dividend per ordinary share to 4.40p (FY24: 4.20p). If approved, this would increase capital returned to shareholders in FY26 to over £21 million, which includes a £10 million share buyback conducted after the period-end.

Summary - Reflecting on my first full year leading the business, the strategic progress we have delivered represents the dedication and hard work of Team GBG, and I am excited for what we can achieve together in the next stage of our growth journey. I would like to thank the team, along with our valued customers and partners, who work closely with us every day, for all they do to help ensure in an increasingly digital economy, more consumers can unlock rewarding and safe experiences.

Segmental review

Identity (56% of the Group's revenues) - Revenue of £159.0 million was up 3.1% on a constant currency basis, primarily driven by year-on-year growth in EMEA and APAC as a result of improved levels of NRR, driven by cross-sell and up-sell to existing customers of capabilities such as international data and our multi-bureau solution. Globally, there has been increasing demand for our documents and biometrics capability, including our work with Santander's UK consumer bank, Infotrack and Star Entertainment Group in Australia to transform their customer onboarding processes.

Performance in Americas Identity was broadly flat as our turnaround plan builds a strong foundation for long-term growth. Positive action successfully led to a recovery and stabilisation versus the prior year. This includes investment building out our account management team to improve retention, which supported a 670bps improvement in NRR to 98.2%, as we expanded activity with customers such as Certipath, Capital One and Costco. We also transitioned to new leadership with a near-term priority to accelerate new business activity as new product innovation, such as GBG Go, combine with sector expertise to achieve improved GTM execution. Early indicators of progress include wins such as a multi-year document and biometrics solution for seven airports through our channel partner, Indra SIA Group, and competitive win-back of a leading US gaming customer, due to the higher pass rate performance on our platform.

Location (30% of the Group's revenues) - Revenue was up 6.2% on a constant currency basis to £85.6 million. Driven by strong NRR reflecting our ability to effectively upsell the value of our location platform capabilities to customers such as Wise, Frasers Group, Telefonica and Lego, despite a subdued consumer backdrop. Partner channel momentum continues as we increase our reach through enterprise partners such as IBM, Smarty and SAS. Sustained success in securing customer and partner agreements reinforces our position as a market leader, with a number of leading international businesses such as Microsoft, Dell, and FedEx choosing to transform their location intelligence capabilities with GBG.

Fraud (14% of the Group's revenues) - Revenue was down 4.0% on a constant currency basis to £38.1 million. This primarily relates to year-on-year timing differences in our customer software licence renewals across this segment's core Southeast Asia and EMEA markets in the first half. The second half of the year returned to modest growth, however new logo and related professional services activity was relatively slower reflecting extended sales cycles. Annualised recurring revenue (ARR) was up 5.0%, benefitting from strong retention and expansion of our largely financial services customer base, which this year included institutions such as Grupo Galicia, ING Group, Maybank Indonesia, Bank Danamon and the Bank of Queensland.

As discussed above, we completed a strategic review of our fraud prevention software business, which generates the majority of the Fraud segment revenues (8% of Group revenue) and mostly operates in emerging markets, to consider value creation options, including expansion of its target addressable market and how we should simplify our product and technology stack. We are confident that our refreshed strategy for this business will allow us to more effectively leverage our fraud expertise, strong brand, and high-quality, tier 1 customer relationships. From FY26 the activities of this business will be a standalone segment, Global Fraud Solutions, while our UK-focused Identity investigation solutions will now be reported within our Identity segment.

Strategic progress and clarity of purpose

FY25 was a year of strategic execution for GBG which reinforces our position as a global leader in identity fraud and location intelligence. We delivered sustainable, profitable growth while defining a purpose for the Group that unites our team and aligns with our clear strategic direction to make a positive impact for consumers wherever they are in the world. This will have an enduring effect on our customer-centric approach, building on strong FY25 progress in our four initial focus areas:

Removing complexity - Our initiatives have prioritised simplifying and streamlining our commercial operations to become a more agile organisation delivering an enhanced consumption experience. We built upon the process improvements initiated in FY24, such as contracting and implementation, to accelerate our time to revenue, with a particular focus on Identity. This will enable customers to realise value more quickly, which will support our ongoing NRR improvements. We also conducted a strategic review of our fraud prevention business to understand how we can simplify our product and technology stack. Similarly, Location significantly improved its integration time with the Top 15 marketplace platforms, such as Shopify+, Salesforce and Woo commerce, to enable faster customer deployment and enhanced satisfaction that support its growth ambition.  

Being globally aligned - We have taken important steps to strengthen our global alignment - standardising our go-to-market (GTM) operations and launching a unified, refreshed brand identity. These changes will leverage the full strength of GBG's brand, increasing consistency and improving recognition globally. As we move into FY26, we will continue embedding this alignment across the business. This is a strategic enabler of scale, allowing us to deliver a more consistent, high-quality experience for customers, particularly those operating across multiple regions. In particular we are actively pursuing growth sectors such as gaming through a global approach. We recognise that enduring relationships are key to our success, and we are well-placed to enhance the experience of customers who often partner with us across multiple regions.

Differentiation through innovation - For over 30 years, GBG has consistently innovated to meet the most pressing challenges businesses have faced to support their customers. This year, we rebalanced investment in our capability portfolio to ensure faster product innovation is appropriately prioritised and we remain at the forefront of our key market. Examples include our partnership with GrabMaps to power more accurate and localised address verification services in southeast Asia; strengthening the efficacy of GBG Trust, our proprietary identity network which now has over 135m records contributed by more than 1,000 customers; acting at pace to meet growing Know-Your-Business (KYB) opportunities through a collaboration with KYB solutions provider, Detected; and a key milestone reached with the launch of GBG Go, our new identity platform.

GBG Go seamlessly connects customers to over 80 global identity fraud protection modules. The benefits for GBG customers are focused on making their growth easier, quicker and safer. We deliver this from easily deployable identity journeys for customers to reach the market faster without added complexity, and actionable data insights to reduce onboarding drop-offs and maximise pass rates by optimising journey performance for genuine consumers. The benefits for GBG will include a generally higher price-point reflecting the enhanced value of utilising the platform and a significant step-change towards our development goals to achieve global solution alignment. In the initial commercial rollout, four customers have committed to the platform, with Bill.com as our first US customer to experience its potential. Looking further ahead, we have refreshed our 'system' for innovation, which will release capacity and talent to consider emerging technologies, such as agentic AI, data insights and digital wallets.

Driving a performance culture - We are embedding a high-performance culture alongside the shift to a more customer-centric focus across the business. A new performance-based reward programme, ensuring all team members are aligned and empowered to deliver measurable outcomes each quarter, is in its early stages, however, we are already observing an uplift in team engagement across the Group. Our Gallup score improved year-on-year with a three-percentage-point increase, indicating 93% of team members recommend GBG as a great place to work. As discussed above, Americas Identity performance stabilised through leadership changes and cultural transformation. New leadership in place from the fourth quarter has a priority to accelerate growth, leveraging the breadth of our capabilities in our GTM activity. Overall, customer satisfaction is benefiting from a groupwide focus on retention, pricing, and customer expansion, and it is having a positive impact on our Net Promoter Score (NPS), which rose from 50 to 52 this year - a record high for the Group.

Move to the Main Market

Following a review of the Company's listing venue, GBG intends to commence the required workstreams to move to the ESCC listing category of the Main Market of the London Stock Exchange (the "Main Market").

Since GBG listed on the alternative investment market of the London Stock Exchange in 2010, it has grown significantly both domestically and overseas. GBG has benefited from the advantages being a public company, including raising capital to support multiple acquisitions. As a global technology business headquartered in the UK, the transparency and governance associated with being a public entity has underpinned our reputation and ability to maintain long-lasting relationships built on trust with our valued customers and partners.

Given our already robust corporate governance and ambitions for further growth, the Board believes a Main Market listing is increasingly appropriate. The Board believes this proposed move will further enhance GBG's reputation with larger and more global customers in-line with its strategy to move into new geographies. In addition, the move should also increase GBG's access to a broader pool of capital from domestic and overseas investors. An update on the timing and process for the move will be provided in due course. 

Summary and outlook

GBG is in a strong position, with leadership positions in its key markets, a comprehensive solution portfolio serving a high-quality customer and partner base and a compelling market opportunity ahead that is set to expand significantly, driven by increasing AI adoption and application. Our core strengths in Identity fraud and Location, combined with our deep customer relationships, position us ideally to serve this growing opportunity.

Our FY26 strategic focus areas will include:

· Continued investment in GBG Go as we evolve towards a platform business

· Further operational improvements in our Americas business to support our long-term ambitions

· Enhanced sales productivity through streamlined organisational structures and processes

· Unlocking more customer value through more adoption of AI-driven capability and insights 

· Embedding a new performance management framework, driving accountability through a differentiated reward structure

The new financial year has begun as expected and our outlook for full year is consistent with current market expectations. Given the relative strength of the first half of FY25, our FY26 growth in constant currency terms will naturally be second half weighted. Based on current spot rates, we expect FX translation to be a headwind to reported growth, with the majority of this impact already reflected in the current market expectations.

Momentum will be driven by accelerated innovation, enhanced go-to-market execution, further AI adoption in our portfolio and improved operational performance. Our strengthened leadership team is focused on long-term delivery, combining product innovation, market expansion, and operational excellence to capture the significant growth opportunities ahead.

Dev Dhiman

Chief Executive Officer

On behalf of the Board

9 June 2025

Financial review

In FY25 we proactively managed our financial plan, resulting in strong profitability and cash generation. Our continued focus on simplification was reflected in initiatives to increase our efficiency and enhance global alignment across the Group. This enabled strong strategic progress as we launched new product innovation to market, such as GBG Go, our new identity platform, positioning us favourably to capitalise on structural growth in our key markets that will accelerate our profitable growth. Alongside this, we are committed to maximising shareholder value by returning capital not required for other priorities to investors, as demonstrated by the £10 million share buyback programme conducted post year-end.

During FY25, we delivered constant currency revenue growth of 3.0% to £282.7 million. This was encouraging given the challenging macroeconomic backdrop as well as the ongoing turnaround of our Americas Identity business. To put this into context, improvements in net revenue retention (NRR) underpinned the recovery in GBG's growth from (4.1%) in FY23 to 2.7% in FY24 and 3.0% in FY25 on a constant currency basis, primarily driven by a recovery in Identity's growth which moved from (13.3%) in FY23 to (0.7%) in FY24 and growth of 3.1% in FY25 on a constant currency basis. The Group has an ongoing focus to drive simplicity and efficiency, and we will balance this with the need for disciplined investments to optimise our core solutions in a competitive market, while generating sustainable growth in shareholder returns. A strong gross profit margin and effective management of operating costs was achieved in FY25, despite inflationary pressures. This enabled the Group to maintain more than a decade of consistency in year-on-year increases to adjusted operating profit, which grew 9.5% to £67.0 million (FY24: £61.2 million), representing an adjusted operating profit margin of 23.7% (FY24: 22.1%).

Our financial position and balance sheet continue to strengthen. Cash conversion improved to 91.3% in FY25 (FY24: 90.6%), which supported the reduction in GBG's net debt to £48.5 million (FY24: £80.9 million). The net debt to EBITDA ratio is now 0.70 times (FY24: 1.3 times).

Revenue and gross margin

Revenue grew on a reported basis by 1.9% but after adjusting for changes in foreign exchange rates, constant currency revenue growth in FY25 was 3.0%. More detail on revenue performance in each operating segment is included in the CEO's review.

The combined Identity and Location segments' NRR returned to being a driver of absolute growth, increasing from 99.0% in FY24 to 101.1%. In the Fraud segment, annual recurring revenue (ARR) increased by 5.0%, although reported revenue declined by 4.0% in constant currency terms, primarily due to the timing of revenue recognition associated with some customer licence renewals in the first half.

The Group's revenue growth attributable to new customers decreased in total from 4.6% to 3.7% and primarily relates to the decline in our Fraud segment, as the previous year saw a number of larger new contracts signed. Revenue growth from new customers in Identity and Location increased from 2.9% to 3.1%.

GBG's diverse commercial model and strong customer retention continue to underpin our strong cash generation and enable forward visibility given our high levels of repeatable revenue. 94.5% (FY24: 94.8%) of revenue is generated from subscription and consumption-based activity, of which, 55.7% (FY24: 57.5%) of revenue was generated from subscription contracts, a small reduction year on year given the return to growth of our Identity segment.

Gross margin for the year of 70.0% was consistent with the prior year (FY24: 70.1%), despite revenue from the Fraud segment, which has a higher margin, contributing a lower proportion of total revenue this year. This reflects the impact of operational improvements to manage customer pricing alongside optimisation of our cloud hosting infrastructure and third-party data costs to offset inflationary pressures.

Operating profit and cost management

On a reported basis, operating profit improved to £22.7 million (FY24: loss of £41.4 million), principally due to the goodwill impairment charge of £54.7 million recognised in the prior year.

Adjusted operating profit was £67.0 million (FY24: £61.2 million), which represents a margin of 23.7% (FY24: 22.1%) and a 9.5% increase over FY24. This was primarily from the benefit of operating leverage driven by the growth in revenue and gross profit, and a £2.5m reduction in adjusted operating expenses, which reflects the annualised impact of the cost-saving initiatives during the prior year and the ongoing focus during FY25 on simplification. The 1.9% reduction in adjusted operating expenses was achieved despite continued general inflationary pressures in the markets we operate and investment into a number of key product initiatives to sustain the competitive differentiation of our solutions.

Expenditure on technology was £46.6 million in FY25, in-line with the prior year and, at 16.5% of revenue, demonstrates a clear commitment to invest in maintaining and developing our market-leading solutions. Within this, we are benefitting from initiatives implemented in the previous year to consolidate technology investment into a number of key product development projects such as GBG Go, our global Identity platform. It also reflects our increased operational efficiency gained through the deployment of AI tools to augment product development as well as continued efforts to enhance global alignment by consolidating our technology development into fewer locations with a generally lower cost profile.

Normalised and exceptional items

Amortisation of acquired intangibles

The charge for the year of £34.8 million (FY24: £39.4 million) represents the non-cash cost of amortising separately identifiable intangible assets, including technology-based assets and customer relationships that were acquired through business combinations. The decreased charge in FY25 is due to the impact of some intangibles becoming fully amortised during the year, in addition to changes in exchange rates.

Share-based payments

During FY25 3.3 million (FY24: 3.9 million) new share option awards were granted to directors and team members across the Group, including through the GBG Sharesave scheme. This decrease was due to the share price being comparatively higher at the time of the year awards were granted versus FY24, leading to a lower number of shares being awarded for any given value. In addition, in the prior year, an award was granted upon the appointment of the new CEO. The charge for the year of £5.1 million (FY24: £3.5 million) has increased due to the annualised impact of the increased number of share awards granted in the prior year, in addition to the higher share price increasing the fair value of the awards granted in the current year.

Other exceptional items

Other exceptional costs of £4.5 million were strategic investments to drive initiatives that simplify and increase our global alignment, including a strategic review of our emerging markets focused fraud prevention business. More detail of the costs incurred is included in note 6.

Net finance costs

The Group incurred net finance costs for the year of £6.9 million (FY24: £9.0 million). The decrease is mainly due to lower interest on the variable rate Revolving Credit Facility. This decrease was driven by a lower average level of debt drawdown, which was a consequence of our focus on strong cash generation and utilising this to make facility repayments. There was also some small impact from reductions in interest rates during the second half of the year.

Taxation

The total tax charge of £7.1 million (FY24: £1.8 million credit) includes £13.0 million of current tax payable on the Group's taxable profits and losses in the year (FY24: £8.8 million), offset by a deferred tax credit of £5.9 million (FY24: £10.6 million).

The reported effective tax rate for the Group has moved from 3.6% in FY24 to 45.2% in FY25.

The adjusted effective tax rate, which excludes the impact of amortisation of acquired intangibles, share-based payments, and exceptional items increased from 25.1% to 26.2%. The increase is due to the partial derecognition of the deferred tax asset in respect of tax losses in the State of California. The utilisation of these losses is restricted, and California has suspended loss utilisation for certain periods. 

Removing the one-off impact of the deferred tax asset derecognition gives an effective tax rate of 25%, and the Group expects its future adjusted effective tax rate to remain at this level.

Earnings per share

Basic earnings per share improved from a loss of 19.2 pence to a profit of 3.4 pence reflecting the reduction in the non-cash goodwill impairment charge.

Adjusted diluted earnings per share increased 14.9% from the prior year to 17.4 pence driven by the increase in adjusted operating profit and lower net finance cost as explained above.

The basic weighted average number of shares at 31 March 2025 increased marginally to 252.8 million (FY24: 252.6 million), due primarily to the full year impact of shares issued during the prior year.

Cash flows

Group operating activities before tax payments and exceptional items generated £63.0 million of cash (FY24: £57.8 million), representing an Adjusted EBITDA to operating cash conversion ratio of 91.3%, a slight improvement from 90.6% in FY24. This demonstrates the strength of GBG's business model to turn profit into cash successfully to facilitate investment.

During the year to 31 March 2025, net repayments against the RCF were £26.7 million. The outstanding balance is all drawn in US dollars, and this reduced to $95 million by the end of the year (FY24: $129 million).

Overall, our net debt at 31 March 2025 decreased by £32.3 million to £48.5 million. This improvement was net of the £10.6 million full year dividend payment, £2.3 million of GBG shares purchased for the Employee Benefit Trust, and exceptional cash costs of £3.7 million. Offsetting these costs was a positive £1.8 million retranslation impact from the conversion of the non-sterling denominated cash and debt into pound sterling. Further detailed analysis of this movement is included in the Consolidated Cash Flow Statement.

The revolving credit facility is available until July 2027 and provides a platform to support organic growth and other capital allocation decisions.

Deferred and accrued revenue

Deferred revenue at the end of the year decreased by 3.9% to £53.1 million (FY24: £55.3 million), primarily due to a few specific contracts in the Identity business having large prepayments in FY24 which have unwound during FY25 and now been replaced by smaller commitments. This balance principally consists of contracted licence revenues and profits that are payable up front but recognised over time as the Group's revenue recognition criteria are met.

Accrued revenue at the end of the year increased by £0.7 million to £15.1 million (FY24: £14.4 million). This increase was primarily due to timing differences with several larger contracts with partners in the Location segment signed or renewed during the year, where the revenue recognition profile is different to the invoicing profile.

Dividend

At the AGM, the Board of Directors will propose a final ordinary dividend of 4.40 pence per share (FY24: 4.20 pence), amounting to £11.1 million (FY24: £10.6 million).

If approved, this will be paid on 1 August 2025 to ordinary shareholders whose names appear on the register of members at the close of business on 20 June 2025. The Group continues to operate a Dividend Reinvestment Plan, allowing eligible shareholders to reinvest their dividends into GBG shares.

Treasury policy and financial risk

The Group's treasury operation is managed by a Treasury Committee within formally defined policies and reviewed by the Board. The Treasury Committee meet on a regular basis to review cash flow forecasts, covenant compliance, exposure to interest rate and foreign currency movements and make recommendations to the Board based on these reviews.

The Treasury Committee receives weekly cash information to monitor liquidity across the Group and ensure that significant cash outflows, such as acquisition payments, dividends, and loan repayments, could be made without exposing the Group to undue risk.

The Group finances its activities principally with cash, short-term deposits, and borrowings, but has the ability to draw down up to £101.3 million of further funding from a committed revolving credit facility. Other financial assets and liabilities, such as trade receivables and trade payables, arise directly from the Group's operating activities.

Consideration is given to the best use of surplus funds in the interest of shareholders, whilst ensuring that a suitable operational level of cash is retained. Primary uses during FY25 were the repayment of the RCF and purchasing shares for the EBT.

The Group is exposed to a variety of financial risks including market risk (including foreign currency risk and cash flow interest rate risk), credit risk, and liquidity risk,. It is not the Group's policy to engage in speculative activity or to use complex financial instruments.

Post balance sheet event

Post year-end, the Group announced a share buy-back programme of up to £10 million, which completed on 6 June 2025 having purchased and cancelled 3.7 million ordinary shares.

Approved by the Board on 9 June 2025

David Ward

Chief Financial Officer9 June 2025

1 Normalised items include: amortisation of acquired intangibles £34,843,000 (2024: £39,447,000) and share-based payment charges £5,078,000 (2024: £3,488,000). Exceptional items total £4,467,000 (2024: £59,613,000) (see note 6).

The accompanying notes are an integral part of this consolidated statement of profit or loss.

The accompanying notes are an integral part of this consolidated statement of profit or loss.

The accompanying notes are an integral part of this consolidated statement of profit or loss

The accompanying notes are an integral part of this consolidated statement of profit or loss. 

Approved by the Board on 9 June 2025

D Dhiman - Director

D Ward - Director

The accompanying notes are an integral part of this consolidated statement of profit or loss.

1. Basis of preparation

The consolidated financial statements have been prepared in accordance with UK-adopted international accounting standards, as applied in accordance with the provisions of the Companies Act 2006. Accounting policies have been applied consistently to all years presented unless otherwise stated.

The preliminary announcement covers the period from 1 April 2024 to 31 March 2025 and was approved by the Board on 9 June 2025. It is presented in Pounds Sterling (£) and all values are rounded to the nearest thousand pounds (£'000) except where otherwise indicated.

The financial information set out herein does not constitute the Company's statutory accounts for the years ended 31 March 2025 or 2024 but is derived from those accounts. The financial information has been prepared using accounting policies consistent with those set out in the annual report and accounts for the year ended 31 March 2025. Statutory accounts for 2024 have been delivered to the Registrar of Companies, and those for 2025 will be delivered in due course. The auditors have reported on those accounts; their report was unqualified, did not include a reference to any matters to which the auditors drew attention by way of emphasis without qualifying their report, and did not contain any statements under Section 498(2) or (3) of the Companies Act 2006.

Non-GAAP Measures

The Group presents the non-GAAP performance measure 'adjusted operating profit' on the face of the Consolidated Income Statement. Adjusted operating profit is not defined by IFRSs and therefore may not be directly comparable with the adjusted operating profit measures of other companies. The business is managed and measured on a day-to-day basis using adjusted results. To arrive at adjusted results, certain adjustments are made for normalised and exceptional items that are individually significant and which could, if included, distort the understanding of the performance for the year and the comparability between periods.

Normalised items

These are recurring items which management considers could affect the underlying results of the Group.

These items relate to:

· amortisation of acquired intangibles; and

· equity-settled share-based payments charges.

Other types of recurring items may arise; however, no others were identified in either the current or prior year. Recurring items are adjusted each year irrespective of materiality to ensure consistent treatment.

Management consider these items to not reflect the underlying performance of the Group.

Exceptional Items

The Group presents as exceptional items those significant items of income and expense which, because of the nature and expected infrequency of the events giving rise to them, merit separate presentation to allow shareholders to understand better the elements of financial performance in the year, so as to facilitate comparison with prior periods and to assess better trends in financial performance. Such items may include, but are not restricted to, significant acquisition, restructuring and integration related costs, adjustments to contingent consideration, profits or losses on disposal of businesses and significant impairment of assets. Exceptional costs are discussed further in note 6.

Redundancy costs are only classified within exceptional items if they are linked to a reorganisation of part of the business, including when as a result of a business integration.

Management consider these significant and/or non-recurring-items to be inherently not reflective of the future or underlying performance of the Group. 

Going concern

The assessment of going concern relies heavily on the ability to forecast future cash flows over the going concern assessment period which covered the period through to 30 September 2026. Although GBG has a robust budgeting and forecasting process, the continued economic uncertainty caused by the macroeconomic environment means that additional sensitivities and analysis have been applied to test the going concern assumption under a range of severe but plausible downside scenarios and a reverse stress test scenario.

The Group has continued to successfully convert adjusted operating profit into cash. During the year to 31 March 2025, GBG's operating cash to Adjusted EBITDA ratio ('cash conversion') was 91.3%.

At 31 March 2025 GBG was in a net debt position of £48.5 million (FY24: £80.9 million), an improvement of £32.4 million since 31 March 2024 despite the £10.6 million full year dividend payment, £7.0 million in interest payments and £2.3 million of GBG shares purchased by the Employee Benefit Trust. Cash flow was positively impacted by decreases in interest rates during year and a lower average level of debt drawdown which has led to lower interest payments on the RCF facility.

The RCF facility has a maximum level of £175 million which could be drawn down for working capital purposes if required. As at 31 March 2025, the available undrawn facility was £101.3 million compared to £72.8 million at 31 March 2024. The Group has access to a £175 million until July 2026 which then reduces to £140 million until July 2027.

The facility agreement has the following covenants:

· Leverage - consolidated net borrowings as a multiple of Adjusted EBITDA for the last 12 months, assessed quarterly in arrears, must not exceed 3.00:1.00

· Interest cover - Adjusted EBITDA for the past 12 months as a multiple of consolidated net finance charges, for the last 12 months, assessed quarterly in arrears, must not fall below 4.00:1.00

The Board approved budget showed continued significant headroom in the covenant compliance tests and sufficient liquidity to maintain operations. The budget model was then adjusted to reflect a severe but plausible downside scenario, including increases in costs, interest rates as well as reduced revenue growth both on an overall Group basis and specific to certain areas of the business. Under these downside scenarios, the covenant compliance and liquidity position did not result in any risk to going concern. Relative to the budget produced by management there have not been any adverse variances in the overall trading performance since the year-end.

Following consideration of the budget and a range of downside scenarios, the Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. Therefore, the Directors consider it appropriate to adopt the going concern basis of accounting in preparing the consolidated financial statements.

2. Accounting Policies

The preliminary statement has been prepared on a consistent basis with the accounting policies set out in the last published financial statements for the year ended 31 March 2024. New standards and interpretations which came into force during the year did not have a significant impact on the Group's financial statements.

3. Revenue

Revenue disclosed in the Consolidated Statement of Profit or Loss is analysed as follows:

4. Segmental information

The Group's operating segments are aggregated and internally reported to the Group's Chief Executive Officer as three reportable segments: Location, Identity and Fraud on the basis that they provide similar products and services.

'Central overheads' represents Group operating costs such as technology, compliance, finance, legal, people team, information security, premises, Directors' remuneration and PLC costs. Central overheads are not allocated to segments because these activities are the responsibility of group central functions and therefore not considered to be a reportable segment.

The measure of performance of those segments that is reported to the Group's Chief Executive Officer is adjusted operating profit before central overheads, being profits before amortisation of acquired intangibles, equity-settled share-based payments, exceptional items, net finance costs and tax, as shown below.

Information on segment assets and liabilities is not regularly provided to the Group's Chief Executive Officer and is therefore not disclosed below.