Full year results for the year ended 31 March 2026
Summary by AI BETAClose X
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Embargoed until 7.00 a.m. |
02 June 2026 |
GB GROUP PLC
("GBG", the "Group" or the "Company")
Full year results for the year ended 31 March 2026
Expectations delivered; accelerating momentum
One-off investment in FY27 to unlock faster growth and margin expansion
GBG, the global identity and location technology business, publishes its audited results for the year ended 31 March 2026.
Commenting, Dev Dhiman, CEO, said:
"FY26 has been a year of considerable progress. We have delivered on the strategic initiatives that have the largest impact on our topline momentum, including returning Americas Identity to growth and generating strong demand for GBG Go - our global identity platform. Our simplified operating model is driving efficiency and platform scalability. The foundations we have built, a scalable, global platform, and a high-performance culture, are now translating into tangible results with growth accelerating.
GBG Go has been extremely well received by customers, and now is the time for us to be bolder in capitalising on the significant market opportunity. Given strong demand, we will accelerate Go's roadmap to release enhanced capabilities sooner, investing to drive incremental growth and expedite efficiency gains from retiring legacy technology, enhancing our competitiveness.
We enter FY27 from a position of strength, APAC and EMEA Identity and Location performed well as Americas Identity generated Q4 growth. Combined with the structural tailwinds expanding our markets, such as the acceleration of AI-driven fraud, we have a compelling opportunity ahead. We are confident we will accelerate growth and deliver sustained long-term shareholder value."
Click here to watch a short video by Dev Dhiman, CEO
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Financial KPIs (£m unless stated otherwise) |
FY26 |
FY25 |
Change |
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Constant currency (CCY) revenue1 |
285.0 |
276.3 |
3.2% |
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Adjusted operating profit1 |
67.5 |
67.0 |
0.7% |
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Adjusted operating margin |
23.7% |
23.7% |
Flat |
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Adjusted diluted earnings per share2 |
19.0p |
17.4p |
9.3% |
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Cash conversion1 |
87% |
91% |
(4pp) |
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Statutory measures (£m unless stated otherwise) |
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Revenue |
285.0 |
282.7 |
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Operating (loss) / profit |
(68.1) |
22.7 |
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(Loss) / profit before tax |
(74.5) |
15.7 |
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Diluted earnings per share |
(30.7)p |
3.4p |
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Net debt1 |
80.1 |
48.5 |
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Proposed final dividend per share |
4.4p |
4.4p |
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Financial summary
Strategic highlights
Confident in our medium-term outlook: Growth acceleration enabled by one-off FY27 investment in GBG Go
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Notes: 1Defined within the Alternative Performance Measures section of the accounts. 2Defined within note 10 to the results. 3Excludes revenue related to the legacy Compliance platform that will be retired, as indicated in our 1H26 results. 4Restated for the move of Investigate into the Identity segment. Growth percentages are calculated with reference to the actual unrounded figures in the primary financial statements and so might not tie directly to the rounded figures found in this release if recalculated.
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Well-positioned to accelerate within a growing market
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Results presentation this morning To view the event online, use this link: https://www.investis-live.com/gb-group/69dfbf993d1719000fc334db/mgxty The event will be available to view on demand via our investor website shortly after the event. In addition, we've shared a short video from our CEO, Dev Dhiman's on this morning update: Click here to open the video |
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For further information, please contact:
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About GB Group plc ("GBG") GBG exists to enable safe and rewarding digital lives for genuine people, everywhere. As the AI trust intelligence platform, we turn billions of interactions across people, places and businesses into the signals that help businesses drive and protect growth. For over 30 years, we have combined global data with innovative technology to help more than 20,000 customers globally verify identity and location, protecting against digital crime, strengthening business resilience and driving responsible growth at scale. GBG is a publicly traded company (LSE: GBG) and constituent of the FTSE 250 index. Further information on our business can be found on our corporate website: www.gbgplc.com
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A year of delivery and accelerating momentum into FY27
GBG exists to enable safe and rewarding digital lives for genuine people, everywhere. As the AI trust intelligence platform, we turn billions of interactions across people, places and businesses into the signals that help businesses drive and protect growth.
We provide mission-critical services that protect against digital crime, strengthen business resilience and drive responsible growth, at scale, across a diverse range of sectors. Our markets have powerful structural tailwinds including digital transformation, customer experience, industrialised fraud and financial crime and increased regulation and compliance.
We are delivering on the opportunity by operating with a clear strategy focused on driving long-term shareholder value:
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Transforming our business - creating a more focused, efficient and scalable business by simplifying our operating model, product and technology base |
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Growing our core - continuing to build out our platform of continuous trust to pursue opportunities to expand in the attractive end markets and regions we serve |
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Accelerate innovation - investing in innovation to strengthen our competitive position and unlock greater platform value globally to enable scalable future growth |
Throughout FY26, we have consistently pursued initiatives with the greatest impact on the pace of our growth. Our strategic progress is underpinning stronger execution, with core growth in Identity and Location accelerating in the second half of the year. There is tangible evidence our strategic choices are delivering business value, as we:
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Returned to growth in Americas Identity - decisive operational action delivering improved performance as the business returned to growth in Q4, underpinned a second half acceleration in Identity and Location |
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Achieve strong GBG Go platform adoption - our adaptive identity platform has secured 100+ wins since launch, ahead of our expectations and we have built a strong qualified pipeline of opportunity to execute |
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Transition to a scalable, global operating model - continued our operational transformation to be one global business; and created accelerated innovation through the launch of our Spark Hub incubator |
New and expanded relationships with global brands including Equifax, Uber, Remitly, FedEx and Temu reflect the breadth of our progress. As we enter FY27, the continued improvement in the Americas; accelerating contribution from new innovations and increasing market opportunities from AI-driven fraud underpin our confidence in achieving mid‑single‑digit revenue growth in FY27, with focus now on accelerating beyond that.
AI reinforces the structural tailwinds that drive our long‑term growth runway
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Digital transformation and rising fraud: Online interactions accelerating while synthetic identity fraud is projected to cause $23bn+ losses by 20301 and regulations still evolving globally |
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AI as threat and solution: AI is accelerating the threat of fraud, we leverage the latest frontier AI models to enhance our platform capabilities alongside proprietary data and explainable decisioning |
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Trust-centred AI deployment: Extending our identity services to AI-agents and agentic workflows while maintaining governance, auditability, and regulatory compliance |
Regulatory expectations around customer due diligence, privacy, data protection and identity assurance continue to rise, with a wave of regulatory developments globally including: the United Kingdom with the Online Safety Act; eIDAS 2.0 introducing a harmonised digital identity framework across Europe, mandating adoption of secure digital identity wallets; in Australia, Tranche 2 anti-money laundering reforms, and ongoing expansion of state privacy legislation in the United States.
Advances in AI and machine-learning (ML) are simultaneously expanding the opportunity and intensifying the threat, accelerating fraud sophistication while enabling us to deploy more powerful platform capabilities in response. We are also embedding AI internally to enhance productivity, improve scalability and accelerate delivery to safely enhance productivity and improve operational performance.
Our foundation for deploying AI is anchored in three reinforcing pillars which sustain our differentiation: (i) our access to a broad range of proprietary and permissioned data sets built up through our significant domain knowledge of the space; (ii) the network effects from billions of identity and location interactions that compound match-rate performance and fraud outcomes over time; and (iii) explainable, configurable decisioning that customers can evidence to regulators with high standards of governance and auditability required to operate in regulated environments.
Trust is foundational to everything we build, and in an AI-native world, it matters more than ever. We are already extending our identity and location capabilities to the AI-agents and agentic workflows increasingly running critical business processes, including the recent launch of GBG for Agents, essentially agentic capabilities powered by the GBG platform, including the first agent decisioning layer for addresses in the market, utilising our verify location capability.
Building momentum in our Americas Identity business
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Good execution improvements: Sales productivity initiatives reduced time-to-revenue by >50%; an increase of 20% more renewals containing minimum commitments, and 3x new business ACV with >35% pre-committed |
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Q4 return to growth: Strengthened leadership delivered a return to growth in Q4 through enhanced customer segmentation and disciplined focus on core sectors |
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FY27 integration strategy: Bringing together Identity and Location under a single GTM leadership will unlock cross-sell opportunities across strategic accounts, supported by our expanded Equifax partnership |
Our clear objective in Americas Identity this year has been to reaccelerate growth through better operational execution, while retaining our strong profitability of the business. An improved onboarding process has reduced time-to-revenue by more than 50%, customer base segmentation is complete, and we are generating stronger opportunities from our core sectors.
With a strengthened leadership team in place, our initiatives in FY26 have focused on deepening our relationships with existing customers to reduce churn and align our Go-to-Market (GTM) offering with their long‑term requirements. We have achieved tangible results: a 20% increase in renewals containing minimum commitments and 3x the level of new business ACV with over 35% pre-committed, improving revenue visibility into FY27.
These initiatives delivered a return to growth in Q4, which has continued into FY27 to date. Our Identity and Location GTM teams are now combined under single leadership to unlock cross-sell across strategic accounts. The Equifax partnership expansion into the US, integrating proprietary US data with GBG Go, reinforces our competitiveness for customers upgrading their identity and fraud prevention capabilities.
Accelerating GBG Go platform adoption
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GBG Go platform momentum: All-in-one adaptive identity platform exceeded expectations with 100+ contracts signed, 225+ qualified leads, and over 25% of contracts involving multi-solution deployments since launch |
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AI-powered analytics in GBG Foresight: An intelligence layer providing performance insights, peer benchmarking, and real-time alerts to optimise identity performance across onboarding, fraud, and compliance launched May 2026 |
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Strategic partnership expansion: Equifax partnership extended to US market with deeper identity and fraud decisioning integration into GBG Go, reinforcing scaled global relationships |
The launch of GBG Go, our all‑in‑one adaptive identity platform has been a step change, bringing our capabilities into a single, configurable platform to simplify engagement and scale with customers. FY26 saw strong demand, 100+ customer wins now achieved across a diverse cohort, notably fintechs and gaming with a strong pipeline of 225+ qualified leads. Rapid adoption demonstrates Go's product-market fit applies across a range of use cases, such as our relationship with Uber, the world's leading mobility and delivery platform, who are using Go to enable its ongoing commitment to driver safety through rider verification.
An increasing number of the agreements involve multi‑solution deployments, validating the platform's cross‑sell potential and reflecting customers' preference for simplicity, integration and flexibility. We have also released GBG Foresight, our new AI‑powered analytics layer, to unlock more value by continuously optimising identity performance across onboarding, fraud and compliance. Integrated into GBG Go and commercially available from May 2026, it combines performance insights, peer benchmarking and AI‑driven recommendations, with real‑time alerts and configurable journeys that enable customers with faster responses, improved ROI and data‑driven decision‑making.
Strategic partnerships amplify our platform's value through differentiated data. The Equifax partnership expansion, covered above in the Americas section, is one example; and more broadly, our focus on scaled, strategic relationships will continue to elevate GBG's profile with global enterprise partners.
The next phase of GBG Go's development will accelerate the innovation roadmap. This work is fully planned and costed, and the investment will be deployed via outsourced development resources to supplement our own teams. We will invest to expand Go's fraud and identity signal coverage through device, behavioural, biometric and Digital ID capabilities across more regions. Embedded AI-driven analytics and real-time performance monitoring will enhance orchestration, and to deliver this quickly, streamlining developer integration to reduce the time-to-value, and be agent-ready, to enable native agentic workflow integration.
Transition to a global operating model to support our growth
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Global operating model transition: Established regional GTM structures covering Identity and Location in Americas, EMEA, and APAC, with global marketing and partnerships teams for consistent execution |
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Platform consolidation and data strategy: Transition to single cloud infrastructure as we deploy a global CRM and data lake architecture to harness billions of operational data points to power innovations like Foresight |
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Innovation: Leveraging frontier generative-AI models enables our developers to launch new capability to market 3.5x faster; the Spark Hub innovation incubator will utilise this for areas such as agentic-AI and continuous fraud prevention |
A key focus has been the evolution of our operating model to better support our platform‑led growth strategy. Our move to a global, functional operating model is important to drive scale and efficiency over the long-term. We have made good progress in aligning around global structures designed to serve customers more consistently and efficiently. With GTM organisations in the Americas, EMEA and APAC regions now responsible for both Identity and Location, there is clearer accountability, better coordination and improved sales execution. This has been complemented by creation of global marketing and partnership teams, to ensure consistent positioning, demand generation and strategic relationship management across the Group.
Centralising product and technology on a single AWS cloud environment is creating more resilient, scalable infrastructure as we consolidate legacy platforms. Leveraging frontier generative-AI models, our developers are already 3.5x faster to market with new upgrades to our platform capability. This shift is also unlocking our data: a global CRM delivering a single customer view, and a data lake architecture harnessing billions of operational data points to underpin the AI-powered analytics delivering Foresight's always-on intelligence.
Innovation remains central to our long‑term differentiation. With the launch of Spark Hub, our innovation incubator, we are pursuing the most strategically important opportunities. The aim is to bring cross‑functional teams together to accelerate innovation and capability in priority areas such as agentic-AI or use cases such as continuous fraud prevention leveraging proprietary signals, including more than 145 million unique records in our GBG Trust network. This structured approach ensures innovation remains tightly aligned with customer needs to drive near‑term growth and longer‑term differentiation.
Our people have been central to FY26's delivery. Deepening our performance-based incentive programme has reinforced accountability and aligned reward with outcomes, while over 110 internal promotions and career moves reflect the depth of talent and the team's adaptability through the significant change in operating model during the last two years. Receiving the Gallup Exceptional Workplace Award for a second time is representative of our people, our leaders, and the high-performance culture we are building.
Focused on driving performance
Our performance demonstrates accelerating growth and strong profitability. We delivered constant currency revenue growth of 3.2% to £285.0 million, which included, as expected, an acceleration in the second half of the year to mid‑single‑digit growth. Within this, Identity and Location - which together represent the core of our business - delivered combined revenue growth of 5.7%2 in the second half. This reflects our focus on simplification, platform unification and an integrated GTM approach to drive the recovery in Americas Identity, which returned to growth in Q4, as well as positive net revenue and new logo trends in EMEA & ANZ Identity and Location.
Driven by the growth in revenues, and gross profit margin of 69.5% (FY25: 70.0%), we achieved an adjusted operating profit of £67.5m, representing an adjusted operating margin of 23.7%, consistent with the prior year. This demonstrates both the scalability of our model and sustained discipline in cost and capital management as we invest to support future growth. Overall, our strong profitability, a decrease in interest costs due to rate reductions and the accretive impact of our buyback programmes resulted in a 9.3% increase of our diluted adjusted earnings per share to 19.0p (FY25: 17.4p).
On a statutory basis, we recognised an operating loss of £68.1 million (FY25: £22.7 million profit), reflecting a £73.1 million non-cash goodwill impairment charge which is explained further in the Financial review.
Delivering effective capital allocation supported by our cash generative model
GBG remains a highly cash generative business with a strong balance sheet with FY26 cash conversion of 87% (FY25: 91%) broadly within our expected range. We remain committed to actively deploying capital in support of our strategic priorities and driving long-term shareholder value. This model provides flexibility in the deployment options as we continue balancing organic investment with selective M&A opportunities and returns to shareholders.
Reflecting the Board's confidence in our long-term outlook and strategy during FY26, we have repurchased shares equivalent to approximately 8% of our equity through £45 million of share buybacks. Alongside the FY25 final dividend paid in the year, this means the total capital returned to shareholders in FY26 was £56 million. Share repurchases resumed on 1 April 2026 following Board approval for a further £10 million extension, and the Board has also recommended a 4.40p final dividend per ordinary share (FY25: 4.40p).
In addition to significant shareholder returns, we completed a bolt-on acquisition of DataTools in the ANZ region. This represents a financially attractive opportunity to enhance our address verification and data quality capabilities in a market where we already enjoy strong growth. It is highly complementary to our existing Identity portfolio, and we are already executing on cross‑sell opportunities for the integrated identity and location solution that we can now offer in the region.
Our net debt at the end of the year increased to £80.1 million (FY25: £48.5 million), representing net debt to EBITDA leverage of 1.15x times.
Outlook: Well-positioned to accelerate within a growing market
We enter FY27, following two years of significant operational transformation, with improved momentum and clear visibility of our growth trajectory, given our mid-single digit growth in the second half of FY26. Our sustainable, robust operating margins and strong cash generation provide confidence and strategic optionality.
Our markets are moving positively, with structural tailwinds expanding the addressable market opportunity, particularly for our Identity fraud prevention capabilities as industrialised AI-driven fraud evolves at pace. Since its launch early in the year, we have demonstrated the GBG Go platform is built for growth, with strong customer demand. Our task now is to accelerate growth beyond mid-single digit and to high-single digit in the medium term.
We will make a one-off operating cost investment of £6 million in FY27 to accelerate Go's innovation roadmap through expanded use of an existing development partner to supplement GBG's technology team. This will release additional capability earlier such as expanded fraud and identity signals, and agentic readiness to target category leadership aligned with customer demand. We are targeting incremental FY28 revenue growth of at least 1%, and once fully commercialised, expect c.2% of incremental revenue growth. Given the expected uplift, this focused, time-limited investment representing c.15% of the free cash flow we expect to generate in FY27 is compelling, with a return on investment in excess of likely returns from M&A bolt-ons or share buybacks.
Operating profit margins, on an adjusted basis are therefore expected to reduce marginally to 21-22% in FY27, before returning to our target range of 23-24% in FY28. The acceleration of GBG Go's roadmap also expedites the expected efficiency gains from retiring legacy technology, which we expect will enable operating margins of above 24% in the medium-term. As a trusted partner to our customer base, platform for growth and our focus on innovation, the Board is confident we are accelerating from a position of strength and remain well placed to capitalise on the substantial market opportunity in front of us.
Dev Dhiman
Chief Executive Officer
On behalf of the Board
02 June 2026
Note
1 Projected impact of Synthetic ID fraud - Deloitte Centre for Financial services
2Excludes revenue related to the legacy Compliance platform that will be retired, as indicated in our 1H26 results.
Financial review
Principal activities and business review
The performance of the Group is reported by segment in line with how results are reported to the Board. For FY26 the reportable segments continued to be Location, Identity and Global Fraud Solutions (GFS).
The Group results are set out in the Consolidated statement of profit or loss and explained in this Financial review. A review of the Group's business and future development is contained in the CEO's Review and in this Financial review.
The Group uses adjusted figures as key performance indicators in addition to those reported under UK-adopted international accounting standards. Adjusted figures exclude certain non-operational or exceptional items, which is consistent with prior year treatments. Adjusted measures are marked as such when used and are explained in the Alternative Performance Measures section of this report.
In FY26, the Group delivered a strong performance, with improving growth momentum in the second half and sustained strong profitability which demonstrates the quality and resilience of our business model. We achieved full-year constant currency revenue growth of 3.2% to £285.0 million, with an important acceleration to mid-single-digit growth in the second half. Within this second half acceleration, our core segments Identity and Location, delivered combined revenue growth of 5.7%. This acceleration was driven by strong execution in EMEA and the return to growth in Americas Identity in the fourth quarter, reflecting the impact of the decisive turnaround actions taken under new leadership, and excludes revenue related to the legacy Compliance platform that will be retired, as indicated in our 1H26 results.
Our adjusted operating profit increased to £67.5 million (FY25: £67.0 million), sustaining an adjusted operating margin of 23.7%, comfortably within our medium-term target range of 23-24%. Within this result, we continued to drive operational efficiencies, as we move further towards one single global operating model. Resulting cost efficiencies were used to invest in our strategic priorities including the development of GBG Go and to improve the growth/performance from our Americas Identity business, this reflects both the scalability of our model and disciplined cost control, enabling continued progress in our strategic priorities.
During the year the decision was made to retire our legacy Compliance platform solution, which primarily operated in Americas, as part of our actions to drive ongoing simplification and focus investment on products with the highest future growth potential. As a result of this decision, we have written down the value of assets associated with Compliance platform to £nil resulting in a non-cash exceptional charge of £16.5 million. In addition, following our annual impairment review, we have recorded an impairment charge of £73.1 million against goodwill. This is a non-cash item reflecting accounting assumptions following the last few years of underperformance, but the board are still confident about the future trading prospects of the Group, following the growth in Q4 of FY26.
Driving improvements in Adjusted diluted EPS is a key financial objective supported by a balanced capital allocation framework. We were very pleased that this measure increased 9.3% to 19.0 pence (FY25: 17.4 pence), reflecting the improved profitability, a lower effective tax rate and the beneficial impact of our share buyback programme.
During FY26 GBG returned approximately £56 million to shareholders through a combination of dividends and share buybacks, repurchasing approximately 8% of our equity at a cost of £45 million, reflecting disciplined capital allocation alongside continued investment in growth. In March 2026, we successfully completed the refinancing of our revolving credit facility, securing our capital structure until at least September 2030. Net debt at year-end was £80.1 million, with a leverage ratio of 1.15 times adjusted EBITDA.
Revenue and gross margin
Revenue increased on a reported basis by 0.8% to £285.0 million, with constant currency revenue growth of 3.2% - 0.4% of which came from the DataTools acquisition in October 2025. More detail on revenue performance in each operating segment is included in the CEO's review.
Revenue growth in our core segments of Identity and Location (excluding the DataTools acquisition and legacy Compliance platform revenues being retired) accelerated to 5.7% in the second half on a constant currency basis. This was underpinned by strong execution in EMEA and the improving trajectory in Americas Identity, which returned to growth in Q4. GBG Go, our all-in-one adaptive identity platform launched in April 2025, achieving over 100 wins to date including more than a quarter involving a multi-solution requirement, and we enter FY27 with a pipeline of over 225 opportunities.
GBG's high-quality, repeatable revenue model remains a core strength, with 94.8% of revenue generated from subscription and consumption-based activity (FY25: 94.5%). As expected, and despite a tough first half comparative, Identity and Location net revenue retention (NRR) improved steadily through the second half of FY26 and ended the year at 100.0% (FY25: 101.4%).
Gross margin for the year was 69.5% (FY25: 70.0%). The modest reduction reflects the changing revenue mix as Identity consumption revenues, which carry a higher variable cost, grew as a proportion of the total, partially offset by ongoing pricing discipline and cloud hosting optimisation.
Operating profitability and cost management
On a reported basis, there was an operating loss of £68.1 million (FY25: profit of £22.7 million). This decrease is driven primarily by non-cash exceptional items, including the write-off charge of £16.5 million for the retirement of the Compliance platform, the goodwill impairment charge of £73.1 million, and higher other exceptional costs of £8.4 million (FY25: £4.5 million) in the year, as discussed further below.
Adjusted operating profit was £67.5 million (FY25: £67.0 million), representing a margin of 23.7% (FY25: 23.7%). This was achieved by holding adjusted operating expenses broadly flat at £130.7 million (FY25: £130.8 million), representing an increase of 2.0% on a constant currency basis. This was despite inflationary pressures and the increase in UK National Insurance costs, reflecting the ongoing benefits of our simplification programme and the transition to a global functional operating model. The resulting cost discipline enabled continued investment in our key growth initiatives, including the development of GBG Go and the Americas Identity turnaround.
Technology expenditure of £43.4 million in FY26 remains consistent with prior year levels on a constant currency basis, reflecting our commitment to maintaining competitive differentiation through prioritised product development. Further details on our technology and innovation achievements are outlined in the CEO's Review.
Looking ahead, after several years of tight cost discipline, we are excited by the technology and product advances that the additional £6 million of investment approved for FY27 will support. We appraised this investment versus all other potential uses of available capital, and the financial return on the planned investment is significantly higher than alternative uses, including share buybacks.
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FY26 £000 |
FY25 £000 |
Reported Change % |
Constant Currency Change |
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Total operating expenses |
266,262 |
175,179 |
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Amortisation of acquired intangibles |
(33,158) |
(34,843) |
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Equity-settled share-based payments |
(4,442) |
(5,078) |
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Impairment of goodwill |
(73,145) |
- |
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Compliance platform write-off |
(16,474) |
- |
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Other exceptional items |
(8,375) |
(4,467) |
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Adjusted operating expenses |
130,668 |
130,791 |
(0.1%) |
2.0% |
Normalised and exceptional items
Amortisation of acquired intangibles
The charge for the year of £33.2 million (FY25: £34.8 million) represents the non-cash cost of amortising separately identifiable intangible assets, including technology-based assets and customer relationships, acquired through business combinations.
Share-based payments
The charge for the year of £4.4 million (FY25: £5.1 million) relates to equity-settled share option awards granted to directors and team members. The decrease reflects the lower annualised impact of prior-year awards, as the charge in FY25 was elevated by the annualised impact of awards granted following the appointment of the new CEO. During FY26, the Group continued to operate its Performance Share Plan, Restricted Share Plan and SAYE schemes.
Impairment of goodwill
As required under IAS 36, the Group conducts an annual impairment review of goodwill and intangible assets. This review compares the carrying amount on the Group's balance sheet of those assets against the higher of the present value of the future cashflows they are expected to generate, and the fair value less costs of disposal (FVLCOD) at the balance sheet date.
Despite strong Board and Management confidence in the mid-term outlook for the Identity - Americas CGU, it has recorded a revenue decline for the last three financial years before returning to growth in Q4 FY26. As a consequence of this and increased macroeconomic uncertainty, more cautious assumptions were adopted as to the medium-term growth outlook for the CGU in the FY26 value in use approach when compared to FY25. In addition, the current macroeconomic uncertainty has led to an increase in the discount rates applied to future cashflows in the value in use model.
Due to the lower valuation under a value in use model, a FVLCOD assessment was undertaken using a range of revenue and normalised EBITDA multiples from comparable companies and recent transactions. Further details of the key assumptions are provided in note 14. The conclusion of the valuation was that the carrying amount exceeded the recoverable amount under the IFRS methodology and therefore a non-cash, exceptional impairment charge of £73.1 million has been recognised.
Compliance platform write-off
Following the decision to retire the Compliance platform, a non-cash write-off charge of £16.5 million was recognised in the year to write-down the value of the assets associated with this product.
Other exceptional items
Other exceptional costs of £8.4 million (FY25: £4.5 million) were incurred in the year. These represent strategic investments to drive growth and increase global alignment which are considered non-recurring and have been excluded from adjusted results to ensure consistency of comparison between periods. These costs comprise:
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Business transformation costs of £4.3 million, including the global CRM rollout and corporate data infrastructure platform; |
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Simplification and realignment initiatives of £1.9 million including organisational restructuring, and other costs associated with the transition to our single global operating model; |
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Costs of £1.9 million related to the move from AIM to the Main Market of the London Stock Exchange, completed in October 2025; and |
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Costs of £0.2 million associated with the DataTools acquisition and a potential acquisition which did not proceed. |
Net finance costs
The Group incurred net finance costs of £6.5 million (FY25: £6.9 million), including £0.4m of loan arrangement fees written off in relation to the previous credit facility that was replaced in March 2026. The underlying reduction of £0.8 million was primarily due to lower average interest costs on our Revolving Credit Facility, reflecting a modest reduction in average loan drawdown levels during the first half of the year and the impact of interest rate movements. In the second half of the year the share buyback programme led to an increase in the average loan drawdown, moderating the impact of the interest rate decreases.
Taxation
The total tax charge for the year of £0.6 million (FY25: £7.1 million) includes £10.5 million of current tax payable on the Group's taxable profits and losses in the year (FY25: £13.0 million), offset by a deferred tax credit of £10.0 million (FY25: £5.9 million). The primary reason for the increase in the deferred tax credit is due to the unwind of deferred tax on the intangible assets linked to the Compliance platform which has been written off.
As a result, the reported effective tax rate for the Group has moved from 45.1% in FY25 to negative 0.7%, with the majority of this movement attributable to the impairment of goodwill which is not tax deductible.
The adjusted effective tax rate for FY26 was 23.5% (FY25: 26.2%). The decrease was partially attributable to the derecognition of a deferred tax asset in FY25 in respect of the State of California which increased the prior year rate, combined with a greater proportion of FY26 profits arising in jurisdictions with lower statutory tax rates.
Earnings per share
Basic earnings per share reduced to a loss of 30.7 pence (FY25: profit of 3.4 pence), reflecting the goodwill impairment, Compliance platform write-off and higher exceptional charges in the year.
Adjusted diluted earnings per share increased 9.3% to 19.0 pence (FY25: 17.4 pence), driven by the benefit of higher adjusted operating profit, a reduction in net finance costs, lower adjusted tax rate and the impact of the share buyback programme reducing the weighted average share count. The basic weighted average number of shares in issue was approximately 244.7 million (FY25: 252.8 million), with the reduction reflecting the cancellation of approximately 19 million shares under the Group's buyback programmes.
Cash flows
The Group remains highly cash-generative with cash conversion for FY26 of 87% (FY25: 91%) on a rolling 12-month basis.
Group operating activities before tax generated £50.7 million compared to £60.0 million with the decrease primarily related to the cash cost of exceptional items of £9.6 million (FY25: £3.0 million).
March 2026 represented GBG's highest ever month of recognised revenue and consequently the level of receivables at 31 March 2026 increased which negatively impacted in-year working capital and cash conversion - as the associated cash receipts are pushed into FY27.
During the year the Group deployed capital across three key areas:
|
= |
investing in the transformation and simplification of the business which resulted in exceptional costs as noted above; |
|
= |
completing the acquisition of DataTools in Australia and New Zealand for £7.2 million net of cash acquired; |
|
= |
returning capital to shareholders through £45 million of share buybacks (repurchasing approximately 8% of equity); and |
|
= |
paying the final dividend in respect of FY25 of £10.9 million. |
Following the capital allocation initiatives noted above, net debt at 31 March 2026 increased to £80.1 million (FY25: £48.5 million), with net debt to adjusted EBITDA leverage of 1.15 times (FY25: 0.70 times), which is comfortably within the Group's banking covenants.
Deferred and accrued revenue
Deferred revenue at the year-end of £55.2 million (FY25: £53.1 million) has increased by 4.0% (2.5% excluding DataTools). This balance principally consists of contracted licence revenues and profits that are payable up front but recognised over time as the Group's revenue recognition criteria are met. The increase in the year reflects the focus of increasing the level of upfront committed revenue in our commercial arrangements.
Accrued revenue at the year-end increased by £4.6 million to £19.7 million (FY25: £15.1 million). This increase was primarily due to the signing or renewing of several larger contracts with customers in the Global Fraud Solutions segment and partners in the Location segment where the revenue recognition profile is different to the invoicing profile.
Dividend
The Board will propose a final ordinary dividend of 4.40 pence per share for FY26 (FY25: 4.40 pence per share), amounting to approximately £10.2 million (FY25: £10.9 million).
If approved at the AGM, the dividend will be paid to ordinary shareholders on the register at the record date. The Group continues to operate a Dividend Reinvestment Plan, allowing eligible shareholders to reinvest their dividends into GBG shares.
Acquisition
In October 2025, we announced the acquisition of DataTools Pty Ltd ("DataTools"), a leading provider of address validation and data quality solutions in Australia and New Zealand. This bolt-on acquisition adds scale where GBG is already enjoying strong growth, deepening our existing address verification presence in Australia and New Zealand (ANZ), and is highly complementary to our market-leading identity verification platform, enhancing our broader proposition in the region.
Consideration payable was AUD $14.6 million (£7.2 million), net of cash acquired, which has been funded from GBG's existing revolving credit facility. Further information about the acquisition is included in note 13.
Treasury policy and financial risk
The Group's treasury operation is managed by a Treasury Committee within formally defined policies and reviewed by the Board. The Treasury Committee meets on a regular basis to review cash flow forecasts, covenant compliance, and exposure to interest rate and foreign currency movements, making recommendations to the Board based on these reviews.
The Treasury Committee receives weekly cash information to monitor liquidity across the Group and ensure that significant cash outflows, such as acquisition payments, dividends, and loan repayments, could be made without exposing the Group to undue risk.
The Group finances its activities principally with cash, short-term deposits and borrowings from its RCF.
The RCF was successfully refinanced in March 2026, with a new £175 million RCF structured on an unsecured basis which will mature in September 2030, replacing the existing secured facility due to mature in July 2027. In addition, the new RCF contains two optional one-year maturity extension options and an uncommitted accordion option to increase the facility size by a further £75 million.
Following this refinancing, the available facility provides continued capacity to support organic investment, selective bolt-on M&A, and shareholder returns. At 31 March 2026 the Group had the ability to draw down a further £63.4 million on the RCF (excluding the accordion option).
GBG is exposed to market risks including foreign currency risk and cash flow interest rate risk, credit risk, and liquidity risk, which are described in the notes to the accounts. The Groups has a proportion of its debt denominated in US and Australian dollars, which provides a natural hedge against USD and AUD denominated assets and cashflows. It is not the Group's policy to engage in speculative activity or to use complex financial instruments.
Post balance sheet events
On 1 April 2026, the Group commenced a further share buyback extension of up to £10 million, following the completion of the FY26 programme, this is expected to continue until the maximum pecuniary amount has been purchased. As of the 1 June 2026, 1,791,454 shares had been repurchased at a total cost of £3.9 million so far under the buyback extension.
Approved by the Board on 2 June 2026
David Ward
Chief Financial Officer
2 June 2026
|
Consolidated Statement of Profit or Loss |
|
Year ended 31 March 2026 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2026 |
2025 |
|||||
|
|
Note |
|
Normalised and |
|
|
|
Normalised and |
|
|
|
|
Adjusted £000 |
exceptional items1 £000 |
|
Total £'000 |
Adjusted £000 |
exceptional items1 £000 |
Total £'000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue |
3, 4 |
285,044 |
- |
|
285,044 |
282,717 |
- |
282,717 |
|
|
|
|
|
|
|
|
|
|
|
Cost of sales |
|
(86,852) |
- |
|
(86,852) |
(84,888) |
- |
(84,888) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit |
|
198,192 |
- |
|
198,192 |
197,829 |
- |
197,829 |
|
|
|
|
|
|
|
|
|
|
|
Operating expenses |
|
(130,668) |
(135,594) |
|
(266,262) |
(130,791) |
(44,388) |
(175,179) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating profit/(loss) |
4, 5 |
67,524 |
(135,594) |
|
(68,070) |
67,038 |
(44,388) |
22,650 |
|
|
|
|
|
|
|
|
|
|
|
Finance income |
7 |
445 |
- |
|
445 |
280 |
- |
280 |
|
|
|
|
|
|
|
|
|
|
|
Finance costs |
8 |
(6,500) |
(411) |
|
(6,911) |
(7,203) |
- |
(7,203) |
|
|
|
|
|
|
|
|
|
|
Profit/(loss) before tax |
|
61,469 |
(136,005) |
|
(74,536) |
60,115 |
(44,388) |
15,727 |
|
|
|
|
|
|
|
|
|
|
|
Income tax (charge)/credit |
9 |
(14,456) |
13,905 |
|
(551) |
(15,777) |
8,681 |
(7,096) |
|
|
|
|
|
|
|
|
|
|
|
Profit/(loss) after tax for the year attributable to equity holders of the parent |
|
47,013 |
(122,100) |
|
(75,087) |
44,338 |
(35,707) |
8,631 |
|
|
|
|
|
|
|
|
|
|
Earnings per share
|
10 |
|
|
|
|
|
|
|
|
- basic earnings/(loss) per share for the year |
|
19.2p |
|
|
(30.7)p |
17.5p |
|
3.4p |
|
|
|
|
|
|
|
|
|
|
|
- diluted earnings/(loss) per share for the year |
|
19.0p |
|
|
(30.7)p |
17.4p |
|
3.4p |
|
|
|
|
|
|
|
|
|
|
1 Normalised items include: amortisation of acquired intangibles £33,158,000 (2025: £34,843,000)and share-based payment charges £4,442,000 (2025: £5,078,000) . Exceptional items total £98,405,000 and is made up of £97,994,000 (2025: £4,467,000) included within operating expenses and £411,000 included within finance costs.
The accompanying notes are an integral part of this consolidated statement of profit or loss.
|
Consolidated Statement of Comprehensive Income |
|
Year ended 31 March 2026 |
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
2026 |
|
2025 |
||||
|
|
|
|
|
£'000 |
|
£'000 |
||||
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
||||
|
(Loss)/profit after tax for the period attributable to equity holders of the parent |
|
|
|
(75,087) |
|
8,631 |
||||
|
|
|
|
|
|
|
|
||||
|
Other comprehensive (expense)/income: |
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
||||
|
Items that may be reclassified to profit or loss in subsequent periods: |
|
|
|
|
|
|
||||
|
Exchange differences on retranslation of foreign operations (net of tax) |
|
|
|
(7,775) |
|
(14,436) |
||||
|
Total items that may be reclassified to profit or loss in subsequent periods |
|
|
|
(7,775) |
|
(14,436) |
||||
|
|
|
|
|
|
|
|
||||
|
Items that will not be reclassified to profit or loss in subsequent periods |
|
|
|
|
|
|
||||
|
Fair value movement on investments |
|
|
|
- |
|
500 |
||||
|
Total items that will not be reclassified to profit or loss in subsequent periods |
|
|
|
- |
|
500 |
||||
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
||||
|
Total other comprehensive expense |
|
|
|
(7,775) |
|
(13,936) |
||||
|
|
|
|
|
|
|
|
||||
|
Total comprehensive expense for the period attributable to equity holders of the parent |
|
|
|
(82,862) |
|
(5,305) |
||||
The accompanying notes are an integral part of this consolidated statement of comprehensive income.
|
Consolidated Statement of Changes in Equity |
|
Year ended 31 March 2026 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
|
|
|
|
|
|
Other reserves |
|
|
|
|
|
|
|||||||||||||||||
|
|
|
Equity share capital |
|
Share premium |
|
Merger reserve |
|
Capital redemption reserve |
|
Foreign currency translation reserve |
|
Treasury shares |
|
Total other reserves |
|
(Accumulated losses)/retained earnings |
|
Total 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 |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
8,631 |
|
8,631 |
|||||||||||
|
Other comprehensive (expense)/income |
|
- |
|
- |
|
- |
|
- |
|
(14,436) |
|
- |
|
(14,436) |
|
500 |
|
(13,936) |
|||||||||||
|
Total comprehensive (expense)/income for the period |
|
- |
|
- |
|
- |
|
- |
|
(14,436) |
|
- |
|
(14,436) |
|
9,131 |
|
(5,305) |
|||||||||||
|
Issue of share capital |
|
1 |
|
4 |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
5 |
|||||||||||
|
Capital reduction |
|
- |
|
(567,581) |
|
- |
|
- |
|
- |
|
- |
|
- |
|
567,581 |
|
- |
|||||||||||
|
Investment in own shares |
|
- |
|
- |
|
- |
|
- |
|
- |
|
(2,347) |
|
(2,347) |
|
- |
|
(2,347) |
|||||||||||
|
Cost of employee benefit trust shares issued to employees |
|
- |
|
- |
|
- |
|
- |
|
- |
|
1,001 |
|
1,001 |
|
(991) |
|
10 |
|||||||||||
|
Share-based payments |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
4,337 |
|
4,337 |
|||||||||||
|
Tax on share options |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
142 |
|
142 |
|||||||||||
|
Net share forfeiture receipt |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
2 |
|
2 |
|||||||||||
|
Equity dividend |
11 |
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
(10,599) |
|
(10,599) |
|||||||||||
|
Balance at 31 March 2025 |
|
6,316 |
|
4 |
|
99,999 |
|
3 |
|
9,741 |
|
(1,473) |
|
108,270 |
|
496,784 |
|
611,374 |
|||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
Profit for the period |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
(75,087) |
|
(75,087) |
|||||||||||
|
Other comprehensive expense |
|
- |
|
- |
|
- |
|
- |
|
(7,775) |
|
- |
|
(7,775) |
|
- |
|
(7,775) |
|||||||||||
|
Total comprehensive expense for the period |
|
- |
|
- |
|
- |
|
- |
|
(7,775) |
|
- |
|
(7,775) |
|
(75,087) |
|
(82,862) |
|||||||||||
|
Issue of share capital |
|
1 |
|
4 |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
5 |
|||||||||||
|
Share buyback |
|
(476) |
|
- |
|
- |
|
476 |
|
- |
|
- |
|
476 |
|
(45,381) |
|
(45,381) |
|||||||||||
|
Investment in own shares |
|
- |
|
- |
|
- |
|
- |
|
- |
|
(946) |
|
(946) |
|
- |
|
(946) |
|||||||||||
|
Cost of employee benefit trust shares issued to employees |
|
- |
|
- |
|
- |
|
- |
|
- |
|
1,929 |
|
1,929 |
|
(1,908) |
|
21 |
|||||||||||
|
Share-based payments |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
4,361 |
|
4,361 |
|||||||||||
|
Tax on share options |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
(124) |
|
(124) |
|||||||||||
|
Net share forfeiture receipt |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
2 |
|
2 |
|||||||||||
|
Equity dividend |
11 |
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
(10,927) |
|
(10,927) |
|||||||||||
|
Balance at 31 March 2026 |
|
5,841 |
|
8 |
|
99,999 |
|
479 |
|
1,966 |
|
(490) |
|
101,954 |
|
367,720 |
|
475,523 |
|||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
The accompanying notes are an integral part of this consolidated statement of changes in equity.
|
Consolidated Balance Sheet |
|
||||||||
|
As at 31 March 2026 |
|
||||||||
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
||
|
|
|
|
Note |
|
2026 |
|
2025 |
||
|
|
|
|
|
|
£'000 |
|
£'000 |
||
|
Assets |
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
||
|
Non-current assets |
|
|
|
|
|
|
|
||
|
Goodwill |
|
|
12 |
|
473,925 |
|
550,261 |
||
|
Other intangible assets |
|
|
12 |
|
96,592 |
|
142,854 |
||
|
Property, plant and equipment |
|
|
12 |
|
1,722 |
|
1,251 |
||
|
Right-of-use assets |
|
|
12 |
|
3,655 |
|
1,251 |
||
|
Investments |
|
|
|
|
1,888 |
|
1,926 |
||
|
Deferred tax asset |
|
|
|
|
1,666 |
|
612 |
||
|
Other receivables |
|
|
15 |
|
8,669 |
|
6,188 |
||
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
588,117 |
|
704,343 |
||
|
|
|
|
|
|
|
|
|
||
Current assets |
|
|
|
|
|
|
|
||
|
Inventories |
|
|
|
|
2,533 |
|
1,578 |
||
|
Trade and other receivables |
|
|
15 |
|
83,478 |
|
73,291 |
||
|
Current tax |
|
|
|
|
1,820 |
|
777 |
||
|
Cash and cash equivalents |
|
|
|
|
31,430 |
|
25,159 |
||
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
119,261 |
|
100,805 |
||
|
|
|
|
|
|
|
|
|
||
Total assets |
|
|
|
|
707,378 |
|
805,148 |
||
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
||
Equity and liabilities |
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
||
Capital and reserves |
|
|
|
|
|
|
|
||
|
Equity share capital |
|
|
|
|
5,841 |
|
6,316 |
||
Share premium |
|
|
|
|
8 |
|
4 |
||
|
Other reserves |
|
|
|
|
101,954 |
|
108,270 |
||
|
Retained earnings |
|
|
|
|
367,720 |
|
496,784 |
||
|
|
|
|
|
|
|
|
|
||
Total equity attributable to equity holders of the parent |
|
|
|
|
475,523 |
|
611,374 |
||
|
|
|
|
|
|
|
|
|
||
Non-current liabilities |
|
|
|
|
|
|
|
||
LoansLease liabilities |
|
|
|
|
109,849 2,327 |
|
72,931 532 |
||
|
Provisions |
|
|
|
|
1,105 |
|
961 |
||
Deferred revenue |
|
|
|
|
1,297 |
|
1,582 |
||
Deferred tax liability |
|
|
|
|
8,342 |
|
17,151 |
||
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
122,920 |
|
93,157 |
||
|
|
|
|
|
|
|
|
|
||
Current liabilities |
|
|
|
|
|
|
|
||
|
Lease liabilities |
|
|
|
|
1,439 |
|
794 |
||
|
Provisions |
|
|
|
|
429 |
|
- |
||
|
Trade and other payables |
|
|
16 |
|
49,472 |
|
44,529 |
||
Deferred revenue |
|
|
|
|
53,951 |
|
51,550 |
||
|
Current tax |
|
|
|
|
3,644 |
|
3,744 |
||
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
108,935 |
|
100,617 |
||
|
|
|
|
|
|
|
|
|
||
Total liabilities |
|
|
|
|
231,855 |
|
193,774 |
||
|
|
|
|
|
|
|
|
|
||
Total equity and liabilities |
|
|
|
|
707,378 |
|
805,148 |
||
The accompanying notes are an integral part of this consolidated statement of balance sheet.
Approved by the Board on 2 June 2026
D Dhiman - Director
D M Ward - Director
|
Consolidated Cash Flow Statement |
|
||||||
|
Year ended 31 March 2026 |
|
||||||
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
|
|
Note |
|
2026 |
|
2025 |
||
|
|
|
|
£'000 |
|
£'000 |
||
|
|
|
|
|
|
|
||
|
(Loss)/profit before tax: |
|
|
(74,536) |
|
15,727 |
||
|
|
|
|
|
|
|
||
|
Adjustments to reconcile (loss)/profit before tax to net cash flows |
|
|
|
|
|
||
|
|
|
|
|
|
|
||
|
Finance income |
7 |
|
(445) |
|
(280) |
||
|
Finance costs |
8 |
|
6,911 |
|
7,203 |
||
|
Depreciation of plant and equipment |
12 |
|
805 |
|
915 |
||
|
Depreciation of right-of-use assets |
12 |
|
1,231 |
|
993 |
||
|
Amortisation of intangible assets |
12 |
|
33,163 |
|
34,888 |
||
|
Impairment of goodwill and intangible assets |
12 |
|
73,145 |
|
- |
||
|
Loss on disposal of plant and equipment and intangible assets |
|
|
15,286 |
|
103 |
||
|
Unrealised loss/(gain) on foreign exchange |
|
|
571 |
|
(1,255) |
||
|
Share-based payments |
|
|
4,442 |
|
5,078 |
||
|
Increase in inventories |
|
|
(979) |
|
(269) |
||
|
Increase in provisions |
|
|
(161) |
|
250 |
||
|
Increase in trade and other receivables |
|
|
(12,482) |
|
(2,528) |
||
|
Increase/(decrease) in trade and other payables |
|
|
3,704 |
|
(816) |
||
|
|
|
|
|
|
|
||
Cash generated from operations |
|
|
50,655 |
|
60,009 |
||
Income tax paid |
|
|
(10,853) |
|
(7,250) |
||
|
|
|
|
|
|
|
||
Net cash generated from operating activities |
|
|
39,802 |
|
52,759 |
||
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Cash flows (used in)/from investing activities |
|
|
|
|
|
||
|
|
|
|
|
|
|
||
|
Acquisition of subsidiaries, net of cash acquired |
13 |
|
(7,172) |
|
- |
||
|
Disposal of investment |
|
|
38 |
|
- |
||
|
Purchase of plant and equipment |
12 |
|
(1,312) |
|
(666) |
||
|
Purchase of software |
12 |
|
- |
|
(100) |
||
|
Proceeds from disposal of plant and equipment |
|
|
10 |
|
3 |
||
|
Interest received |
7 |
|
226 |
|
93 |
||
|
|
|
|
|
|
|
||
Net cash flows used in investing activities |
|
|
(8,210) |
|
(670) |
||
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Cash flows (used in)/from financing activities |
|
|
|
|
|
||
|
|
|
|
|
|
|
||
|
Finance costs paid |
|
|
(5,768) |
|
(7,029) |
||
|
Proceeds from issue of shares |
|
|
5 |
|
5 |
||
|
Purchase of shares for Employee Benefit Trust |
|
|
(946) |
|
(2,347) |
||
|
Purchase of shares through the Share Buyback |
|
|
(45,207) |
|
- |
||
|
Proceeds from share forfeiture |
|
|
2 |
|
2 |
||
|
Proceeds from new borrowings, net of arrangement fee |
|
|
57,976 |
|
10,000 |
||
|
Repayment of borrowings |
|
|
(18,608) |
|
(36,699) |
||
|
Repayment of lease liabilities |
|
|
(1,306) |
|
(1,071) |
||
|
Dividends paid to equity shareholders |
11 |
|
(10,927) |
|
(10,599) |
||
|
|
|
|
|
|
|
||
Net cash flows used in financing activities |
|
|
(24,779) |
|
(47,738) |
||
|
|
|
|
|
|
|
||
|
Net increase in cash and cash equivalents |
|
|
6,813 |
|
4,351 |
||
|
Effect of exchange rates on cash and cash equivalents |
|
|
(542) |
|
(513) |
||
|
Cash and cash equivalents at the beginning of the period |
|
|
25,159 |
|
21,321 |
||
|
|
|
|
|
|
|
||
Cash and cash equivalents at the end of the period |
|
|
31,430 |
|
25,159 |
||
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
The accompanying notes are an integral part of this consolidated statement of cash flow statement.
Notes to the Accounts
1. Basis of preparation
The consolidated financial statements have been prepared in accordance with UK-adopted international accounting standards, as applied in accordance with the provisions of the Companies Act 2006. Accounting policies have been applied consistently to all years presented unless otherwise stated.
The preliminary announcement covers the period from 1 April 2025 to 31 March 2026 and was approved by the Board on 2 June 2026. It is presented in Pounds Sterling (£) and all values are rounded to the nearest thousand pounds (£'000) except where otherwise indicated.
The financial information set out herein does not constitute the Company's statutory accounts for the years ended 31 March 2026 or 2025 but is derived from those accounts. The financial information has been prepared using accounting policies consistent with those set out in the annual report and accounts for the year ended 31 March 2026. Statutory accounts for 2025 have been delivered to the Registrar of Companies, and those for 2026 will be delivered in due course. The auditors have reported on those accounts; their report was unqualified, did not include a reference to any matters to which the auditors drew attention by way of emphasis without qualifying their report, and did not contain any statements under Section 498(2) or (3) of the Companies Act 2006.
Going Concern
Following consideration of the budget and a range of downside scenarios, the Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. Therefore, the Directors consider it appropriate to adopt the going concern basis of accounting in preparing the consolidated financial statements.
Non-GAAP Measures
The Group presents the non-GAAP performance measure 'adjusted operating profit' on the face of the Consolidated Income Statement. Adjusted operating profit is not defined by IFRSs and therefore may not be directly comparable with the adjusted operating profit measures of other companies. The business is managed and measured on a day-to-day basis using adjusted results. To arrive at adjusted results, certain adjustments are made for normalised and exceptional items that are individually significant and which could, if included, distort the understanding of the performance for the year and the comparability between periods.
Normalised items
These are recurring items which management considers could affect the underlying results of the Group.
These items relate to:
· amortisation of acquired intangibles; and
· equity-settled share-based payments charges.
Other types of recurring items may arise; however, no others were identified in either the current or prior year. Recurring items are adjusted each year irrespective of materiality to ensure consistent treatment.
Management consider these items to not reflect the underlying performance of the Group.
Exceptional Items
The Group presents as exceptional items those significant items of income and expense which, because of the nature and expected infrequency of the events giving rise to them, merit separate presentation to allow shareholders to understand better the elements of financial performance in the year, so as to facilitate comparison with prior periods and to assess better trends in financial performance. Such items may include, but are not restricted to, significant acquisition, restructuring and integration related costs, adjustments to contingent consideration, profits or losses on disposal of businesses and significant impairment of assets. Exceptional costs are discussed further in note 6.
Redundancy costs are only classified within exceptional items if they are linked to a reorganisation of part of the business, including when as a result of a business integration.
Management consider these significant and/or non-recurring-items to be inherently not reflective of the future or underlying performance of the Group.
Following consideration of the budget and a range of downside scenarios, the Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. Therefore, the Directors consider it appropriate to adopt the going concern basis of accounting in preparing the consolidated financial statements.
2. Accounting Policies
The preliminary statement has been prepared on a consistent basis with the accounting policies set out in the last published financial statements for the year ended 31 March 2025. New standards and interpretations which came into force during the year did not have a significant impact on the Group's financial statements.
3. Revenue
Revenue disclosed in the Consolidated Statement of Profit or Loss is analysed as follows:
|
|
|
|
|
|
|
|
|
|
|
|
2026 |
|
2025 |
|
|
£'000 |
|
£'000 |
|
|
|
|
|
|
Subscription revenues: |
|
|
|
|
Consumption-based |
40,185 |
|
43,178 |
|
Term-based |
119,535 |
|
114,298 |
|
Total subscription revenues |
159,720 |
|
157,476 |
|
Consumption |
110,599 |
|
109,687 |
|
Hardware |
5,767 |
|
7,545 |
|
Other |
8,958 |
|
8,009 |
|
Revenue |
285,044 |
|
282,717 |
|
|
|
|
|
4. Segmental information
The Group's operating segments are aggregated and internally reported to the Group's Chief Executive Officer as three reportable segments: Location, Identity and Global Fraud Solutions (GFS) on the basis that they provide similar products and services.
'Central overheads' represents Group operating costs such as technology, compliance, finance, legal, people team, information security, premises, Directors' remuneration and PLC costs. Central overheads are not allocated to segments because these activities are the responsibility of group central functions and therefore not considered to be a reportable segment.
The measure of performance of those segments that is reported to the Group's Chief Executive Officer is adjusted operating profit before central overheads, being profits before amortisation of acquired intangibles, equity-settled share-based payments, exceptional items, net finance costs and tax, as shown below. Information on segment assets and liabilities is not regularly provided to the Group's Chief Executive Officer and is therefore not disclosed below.
The acquisition of Data Tools Pty Ltd has been included within the Location segment.
Changes to 31 March 2025 segmental analysis disclosure
As reported in our FY25 Annual Report, we completed a strategic review of our fraud prevention software business to consider value creation options. As a result, from FY26, the activities of this business have been reported in a standalone reportable segment, Global Fraud Solutions (GFS), whilst our UK-focussed Identity Investigation solutions are now reported within our Identity segment. Due to these changes in presentation of the segmental analysis during the period to 31 March 2026, the segmental information for the period ended 31 March 2025 has been represented on the same basis, with the amounts disclosed for revenue and adjusted operating profit before central overheads for the Identity segment increasing. The values that have been represented in the period to 31 March 2025 are as follows: revenue: £16,922,000 and adjusted operating profit before central overheads: £8,603,000.
|
|
|
|
|
|
|
|
|
|
|
Location |
|
Identity |
|
GFS |
Total |
|
|
Year ended 31 March 2026
|
£'000 |
|
£'000 |
|
£'000 |
|
£'000 |
|
Subscription revenues: |
|
|
|
|
|
|
|
|
Transactions/consumption-based |
16,771 |
|
23,414 |
|
- |
|
40,185 |
|
Term-based |
62,373 |
|
38,237 |
|
18,925 |
|
119,535 |
|
Total subscription revenues |
79,144 |
|
61,651 |
|
18,925 |
|
159,720 |
|
Transactions/consumption-based |
7,627 |
|
102,972 |
|
- |
|
110,599 |
|
Hardware |
- |
|
5,767 |
|
- |
|
5,767 |
|
Other |
1,741 |
|
4,574 |
|
2,643 |
|
8,958 |
|
Total revenue |
88,512 |
|
174,964 |
|
21,568 |
|
285,044 |
|
Adjusted operating profit before central overheads |
37,741 |
|
48,163 |
|
10,546 |
|
96,450 |
|
Central overheads |
|
|
|
|
|
|
(28,926) |
|
Adjusted operating profit |
|
|
|
|
|
|
67,524 |
|
Amortisation of acquired intangibles |
|
|
|
|
|
|
(33,158) |
|
Share-based payments charge |
|
|
|
|
|
|
(4,442) |
|
Exceptional items |
|
|
|
|
|
|
(97,994) |
|
Operating loss |
|
|
|
|
|
|
(68,070) |
|
Finance income |
|
|
|
|
|
|
445 |
|
Finance costs |
|
|
|
|
|
|
(6,911) |
|
Income tax expense |
|
|
|
|
|
|
(551) |
|
Loss for the year |
|
|
|
|
|
|
(75,087) |
|
|
|
|
|
|
|
|
|
|
|
Location |
|
(Represented) Identity |
|
(Represented) GFS |
Total |
|
|
Year ended 31 March 2025
|
£'000 |
|
£'000 |
|
£'000 |
|
£'000 |
|
Subscription revenues: |
|
|
|
|
|
|
|
|
Transactions/consumption-based |
18,044 |
|
25,151 |
|
- |
|
43,195 |
|
Term-based |
58,967 |
|
37,936 |
|
17,395 |
|
114,298 |
|
Total subscription revenues |
77,011 |
|
63,087 |
|
17,395 |
|
157,493 |
|
Transactions/consumption-based |
7,536 |
|
102,118 |
|
- |
|
109,654 |
|
Hardware |
- |
|
7,545 |
|
- |
|
7,545 |
|
Other |
1,089 |
|
3,160 |
|
3,776 |
|
8,025 |
|
Total revenue |
85,636 |
|
175,910 |
|
21,171 |
|
282,717 |
|
Adjusted operating profit before central overheads |
36,059 |
|
49,271 |
|
8,204 |
|
93,534 |
|
Central overheads |
|
|
|
|
|
|
(26,496) |
|
Adjusted operating profit |
|
|
|
|
|
|
67,038 |
|
Amortisation of acquired intangibles |
|
|
|
|
|
|
(34,843) |
|
Share-based payments charge |
|
|
|
|
|
|
(5,078) |
|
Exceptional items |
|
|
|
|
|
|
(4,467) |
|
Operating profit |
|
|
|
|
|
|
22,650 |
|
Finance income |
|
|
|
|
|
|
280 |
|
Finance costs |
|
|
|
|
|
|
(7,203) |
|
Income tax expense |
|
|
|
|
|
|
(7,096) |
|
Profit for the year |
|
|
|
|
|
|
8,631 |
5. Operating profit/(loss)
|
|
|
|
|
|
This is stated after charging/(crediting): |
2026 |
|
2025 |
|
|
£'000 |
|
£'000 |
|
|
|
|
|
|
Total research, development and technology related costs recognised as an operating expense |
43,399 |
|
46,613 |
|
|
|
|
|
|
Amortisation of intangible assets |
33,163 |
|
34,888 |
|
Depreciation of property, plant and equipment |
805 |
|
915 |
|
Depreciation of right-of-use assets |
1,231 |
|
993 |
|
Foreign exchange loss/(gain) |
97 |
|
(694) |
|
Expense relating to short term leases |
524 |
|
485 |
|
Expense relating to low value leases |
23 |
|
8 |
|
Loss on disposal of plant and equipment |
- |
|
6 |
The above expenses are recognised in the operating expenses line in the consolidated statement of profit or loss.
6. Exceptional items
|
|
|
|
|
|
|
2026 |
|
2025 |
|
|
£'000 |
|
£'000 |
|
|
|
|
|
|
(a) Acquisition-related costs |
203 |
|
- |
|
(b) Costs to move to the Main Market |
1,907 |
|
- |
|
(c) Costs of simplification and global organisational realignment |
1,932 |
|
2,540 |
|
(d) Business transformation initiatives: global systems and data harmonisation |
4,333 |
|
- |
|
(e) Compliance platform retirement |
16,474 |
|
- |
|
(f) Impairment of goodwill |
73,145 |
|
- |
|
(g) Costs associated with strategic review |
- |
|
1,927 |
|
Total exceptional costs |
97,994 |
|
4,467 |
|
(a) |
Acquisition-related costs of £203,000 (2025: £nil) include legal and professional advisor costs directly attributable to the acquisition of Data Tools Pty Ltd detailed in note 13, as well as costs which were incurred as part of a potential acquisition which did not proceed.
|
|
(b) |
During the year, the Company completed the required workstreams to move to the ESCC listing category of the Main Market of the London Stock Exchange (the "Main Market"). As part of this process various legal and consultancy fees were paid to advisors supporting these workstreams. Due to the nature of this project, it is considered non-recurring and so appropriate to categorise as exceptional.
|
|
(c) |
During the second half of FY25, as part of the transition to the new management leadership team, including the new CEO, costs were incurred implementing the revised strategy of focusing on simplicity and being globally aligned. These costs spanned the previous financial year end and have continued to be incurred during FY26 as follows:
|
|
|
· Costs associated with team member reorganisations of £1,700,000 (2025: £1,777,000) which relate to exit costs of personnel leaving the business on an involuntary basis due to reorganisations within our operating divisions. Due to the nature of these costs, they have been deemed to be exceptional in order to better reflect our underlying performance. Exit costs outside of these circumstances have been treated as an operating expense. · During 2025, and following a number of acquisitions over many years, the Group expensed costs associated with becoming more globally aligned. Our Identity & Fraud (IDF) businesses were brought together into one global organisation, and from 1 April 2025, our legacy global IDF brands (IDology, GreenID and Cloudcheck) were retired and instead these businesses now trade under the single GBG brand. This process included transitioning the main corporate website and email accounts to the newly acquired @gbg.com domain, with costs continuing into the year ended 31 March 2026. During the year, costs were incurred of £203,000.
|
|
(d) |
During the year, there have also been a number of strategic investments to drive initiatives that accelerate our growth and simplification, including the unification and replacement of our CRM systems globally and consolidation of our data platforms with consultant costs incurred of £4,333,000. Costs will continue into FY27.
|
|
(e) |
As part of our strategic actions to drive simplification, we are retiring our legacy Compliance platform. This decision resulted in exceptional costs of £16,474,000 due to a write off of assets associated with this platform including acquired technology intangibles.
|
|
(f) |
An impairment charge of £73,145,000 was recognised against the goodwill allocated to the Identity - Americas group of CGUs. Further detail is provided in note 14.
|
|
(g) |
This represents legal and professional advisor costs of £1,927,000 incurred in the prior year in relation to strategic investments to drive initiatives that simplify and increase our global alignment. This included a strategic review of our emerging markets focused fraud prevention business and ultimately the decision was taken to separate out the activities of this business. As a result, Global Fraud Solutions operated as a standalone operating segment in FY26.
Due to the size and nature of these costs, management consider that they do not reflect the Group's trading performance and so are adjusted to ensure consistency between periods.
|
The total cash net outflow during the year as a result of exceptional items was £9,800,000 (2025: £3,733,000 outflow). The tax impact of the exceptional items was a tax credit of £5,836,000 (2025: £738,000 credit).
7. Finance income
|
|
|
|
|
|
|
2026 |
|
2025 |
|
|
£'000 |
|
£'000 |
|
Bank interest receivable |
226 |
|
93 |
|
Interest income on non-current accrued revenue |
219 |
|
187 |
|
|
|
|
|
|
|
445 |
|
280 |
8. Finance costs
|
|
2026 |
|
2025 |
|
|
£'000 |
|
£'000 |
|
Bank interest payable |
5,826 |
|
6,678 |
|
Amortisation of bank loan fees |
789 |
|
341 |
|
Other interest payable |
148 |
|
104 |
|
Lease liability interest |
148 |
|
80 |
|
|
|
|
|
|
|
6,911 |
|
7,203 |
9. Income tax charge/(credit)
|
|
|
|
|
|
a) Tax on (loss)/profit
|
|
|
|
|
The tax charge/(credit) in the Consolidated Statement of Profit or Loss for the year is as follows: |
|
|
|
|
|
2026 |
|
2025 |
|
|
£'000 |
|
£'000 |
|
Current income tax |
|
|
|
|
UK corporation tax on profit/(loss) for the year |
5,734 |
|
5,930 |
|
Amounts underprovided in previous years |
11 |
|
940 |
|
Foreign tax |
4,771 |
|
6,125 |
|
|
10,516 |
|
12,995 |
|
Deferred tax |
|
|
|
|
Origination and reversal of temporary differences |
(10,392) |
|
(6,275) |
|
Amounts underprovided/(overprovided) in previous years |
(145) |
|
(781) |
|
Impact of change in tax rates |
572 |
|
1,157 |
|
|
(9,965) |
|
(5,899) |
|
|
|
|
|
|
Tax charge in the Consolidated Statement of Profit or Loss |
551 |
|
7,096 |
|
|
|
|
|
|
b) Reconciliation of the total tax charge/(credit) |
|
|
|
|
|
|
|
|
|
The (loss)/profit before tax multiplied by the standard rate of corporation tax in the UK would result in a tax charge as explained below: |
|||
|
|
|
|
|
|
|
2026 |
|
2025 |
|
|
£'000 |
|
£'000 |
|
|
|
|
|
|
Consolidated (loss)/profit before tax |
(74,536) |
|
15,727 |
|
|
|
|
|
|
Consolidated (loss)/profit before tax multiplied by the standard rate of corporation tax in the UK of 25% (2025: 25%) |
(18,634) |
|
3,932 |
|
|
|
|
|
|
Effect of: |
|
|
|
|
Permanent differences |
18,794 |
|
2,623 |
|
Non-taxable income |
- |
|
(1,455) |
|
Rate changes |
571 |
|
1,157 |
|
Movement in unrecognised deferred tax assets |
(134) |
|
470 |
|
Adjustments in respect of prior years |
(134) |
|
159 |
|
Research and development incentives |
(319) |
|
(631) |
|
Patent Box relief |
(915) |
|
(710) |
|
Share option relief |
580 |
|
228 |
|
Effect of higher taxes on overseas earnings |
742 |
|
1,323 |
|
Total tax charge reported in the Consolidated Statement of Profit or Loss |
551 |
|
7,096 |
10. Earnings per ordinary share
|
|
|
Basic 2026 pence per share |
|
Diluted 2026 pence per share |
|
Adjusted Basic 2026 pence per share |
|
Adjusted Diluted 2026 pence per share |
|
|
|
|
|
|
|
|
|
|
|
Profit attributable to equity holders of the Company from continuing operations |
|
(30.7) |
|
(30.7) |
|
19.2 |
|
19.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic 2025 pence per share |
|
Diluted 2025 pence per share |
|
Adjusted Basic 2025 pence per share |
|
Adjusted Diluted 2025 pence per share |
|
|
|
|
|
|
|
|
|
|
|
(Loss)/profit attributable to equity holders of the Company from continuing operations |
|
3.4 |
|
3.4 |
|
17.5 |
|
17.4 |
|
|
|
|
|
|
|
|
|
|
Basic
Basic earnings per share is calculated by dividing the profit attributable to equity holders of the Company from continuing operations by the basic weighted average number of ordinary shares in issue during the year.
Diluted
Diluted earnings per share is calculated by dividing the profit for the year attributable to ordinary equity holders from continuing operations by the weighted average number of ordinary shares outstanding during the year plus the weighted average number of ordinary shares that would be issued on the conversion of all the dilutive potential ordinary shares into ordinary shares.
|
|
|
|
|
|
|
|
|
2026 |
|
2025 |
|
|
|
No. |
|
No. |
|
|
|
|
|
|
|
Basic weighted average number of shares in issue |
|
244,721,513 |
|
252,801,276 |
|
Basic weighted average number of shares held by the EBT |
|
(443,972) |
|
(328,352) |
|
Dilutive effect of share options |
|
2,647,935 |
|
2,673,120 |
|
Diluted weighted average number of shares in issue |
|
246,925,476 |
|
255,146,044 |
For the year ended 31 March 2026, potential ordinary shares are antidilutive, as their inclusion in the diluted loss per share calculation would reduce the loss per share, and have therefore been excluded.
Adjusted
Adjusted earnings per share is defined as adjusted operating profit less net finance costs and adjusted tax divided by the basic weighted average number of ordinary shares of the Company.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2026 £'000 |
Basic 2026 pence per share |
|
Diluted 2026 pence per share |
|
|
2025 £'000 |
Basic 2025 pence per share |
|
Diluted 2025 pence per share |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted operating profit |
67,524 |
27.6 |
|
27.3 |
|
|
67,038 |
26.5 |
|
26.3 |
|
|
Less net finance costs |
(6,055) |
(2.5) |
|
(2.4) |
|
|
(6,923) |
(2.8) |
|
(2.7) |
|
|
Less adjusted tax |
(14,456) |
(5.9) |
|
(5.9) |
|
|
(15,777) |
(6.2) |
|
(6.2) |
|
|
Adjusted earnings |
47,013 |
19.2 |
|
19.0 |
|
|
44,338 |
17.5 |
|
17.4 |
|
11. Dividends paid and proposed
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2026 £'000 |
|
2025 £'000 |
|
|
|
|
|
|
|
|
|
|
|
Declared and paid during the year |
|
|
|
|
|
|
|
|
|
Final dividend for 2025 paid in July 2025: 4.40p (final dividend for 2024 paid in July 2024: 4.20p) |
|
|
|
|
|
10,927 |
|
10,599 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proposed for approval at AGM (not recognised as a liability at 31 March) |
|
|
|
|
|
|
||
|
Final dividend for 2026: 4.40p (2025: 4.40p) |
|
|
|
|
|
10,175 |
|
11,116 |
12. Non-current assets
|
|
Goodwill £'000 |
|
Other intangible assets £'000 |
|
Property, plant & equipment £'000 |
|
Right-of-use assets £'000 |
|
Cost |
|
|
|
|
|
|
|
|
At 1 April 2025 |
719,415 |
|
339,543 |
|
5,129 |
|
4,383 |
|
Additions |
- |
|
- |
|
1,276 |
|
3,287 |
|
Acquired on acquisition |
4,103 |
|
5,149 |
|
- |
|
307 |
|
Disposals |
- |
|
(76) |
|
(1,580) |
|
(599) |
|
Foreign exchange adjustment |
(10,149) |
|
(4,739) |
|
53 |
|
55 |
|
At 31 March 2026 |
713,369 |
|
339,877 |
|
4,878 |
|
7,433 |
|
|
|
|
|
|
|
|
|
|
Depreciation, impairment and amortisation |
|||||||
|
At 1 April 2025 |
169,154 |
|
196,689 |
|
3,878 |
|
3,132 |
|
Charge for the period |
73,145 |
|
33,163 |
|
805 |
|
1,231 |
|
Write off |
- |
|
15,286 |
|
- |
|
- |
|
Disposals |
- |
|
(76) |
|
(1,570) |
|
(599) |
|
Foreign exchange adjustment |
(2,855) |
|
(1,777) |
|
43 |
|
14 |
|
At 31 March 2026 |
239,444 |
|
243,285 |
|
3,156 |
|
3,778 |
|
|
|
|
|
|
|
|
|
|
Net book value |
|
|
|
|
|
|
|
|
At 31 March 2026 |
473,925 |
|
96,592 |
|
1,722 |
|
3,655 |
|
At 1 April 2025 |
550,261 |
|
142,854 |
|
1,251 |
|
1,251 |
13. Acquisitions
Acquisition of Data Tools Pty Ltd
On 24 October 2025, GBG Loqate (Australia) Pty Ltd acquired the entire share capital of Data Tools Pty Ltd ("DataTools"), a leading provider of address validation and data quality solutions in Australia and New Zealand, for total consideration of AUD$16,526,000. Consideration for the acquisition was solely in cash, and the cash consideration was funded via a drawdown in AUD on the Group's revolving credit facility. There is no contingent or deferred consideration recognised as part of this business combination.
The acquisition adds scale where GBG is already enjoying strong growth, deepening our existing address verification presence in Australia and New Zealand (ANZ), and is highly complementary to our market-leading identity verification platform, enhancing our broader proposition in the region.
The provisional fair value of the identifiable assets and liabilities of DataTools as at the date of acquisition have been determined and the excess of the fair value of the consideration paid over the fair value of the assets acquired is represented by technology related intangibles of £1,792,000 and customer relationships intangibles of £3,357,000; with residual goodwill arising of £4,103,000.
From the date of acquisition, DataTools contributed £1,109,000 of revenue and £463,000 of profit to profit before tax from continuing operations of the Group. If the combination had taken place at the beginning of the year, revenue would have been £286,432,000 and loss before tax for the Group would have been £73,938,000.
14. Impairment
Impairment review
Goodwill and intangible assets acquired through business combinations is allocated to the CGUs that are expected to benefit from that business combination and has been allocated for impairment testing purposes to seven groups of CGUs as follows:
§ Location CGU (represented by the Location operating segment)
§ Identity - EMEA CGU (part of the Identity operating segment)
§ Identity - APAC CGU (part of the Identity operating segment)
§ Identity - Americas CGU (part of the Identity operating segment)
§ Fraud - Investigate CGU (part of the Identity operating segment)
§ Fraud - APAC CGU (part of the GFS operating segment)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2026 |
|
2025 |
||||||||
|
|
Goodwill |
|
Acquired Intangibles |
|
Total |
|
Goodwill |
|
Acquired Intangibles |
|
Total |
|
Name |
£'000 |
|
£'000 |
|
£'000 |
|
£'000 |
|
£'000 |
|
£'000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Location Unit |
67,890 |
|
8,112 |
|
76,002 |
|
63,554 |
|
5,540 |
|
69,094 |
|
Identity - EMEA Unit |
100,188 |
|
10,769 |
|
110,957 |
|
101,659 |
|
17,546 |
|
119,205 |
|
Identity - APAC Unit |
71,156 |
|
11,439 |
|
82,595 |
|
70,704 |
|
17,105 |
|
87,809 |
|
Identity - Americas Unit |
217,458 |
|
66,157 |
|
283,615 |
|
298,061 |
|
101,850 |
|
399,911 |
|
Fraud - Investigate Unit |
3,608 |
|
- |
|
3,608 |
|
3,608 |
|
693 |
|
4,301 |
|
Fraud - APAC Unit |
13,625 |
|
- |
|
13,625 |
|
12,675 |
|
- |
|
12,675 |
|
|
473,925 |
|
96,477 |
|
570,402 |
|
550,261 |
|
142,734 |
|
692,995 |
The 2026 goodwill value is stated after impairment.
Summary
Following the completion of the annual impairment review detailed below, the carrying amount of the Identity - Americas group of CGUs has been reduced to its recoverable amount through recognition of an impairment charge of £73,145,000 against goodwill under a fair value less costs to sell (FVLCOD) basis. This charge is recognised within exceptional items in the Consolidated Statement of Profit or Loss.
During FY26, trading performance continued to improve in Identity Americas, which returned to growth in the fourth quarter. Whilst this return to revenue growth reinforces management's confidence that the leadership and organisational changes made in this business put us in a strong position to achieve our future growth expectations, the time taken to return to growth in FY26 was longer than assumed in the prior year impairment assessment.
As required under IAS 36, recoverable amount is based on the higher of a value (VIU) in use or FVLCOD. In previous years a value in use approach has been used to support the carrying value.
Despite strong Board and Management confidence in the mid-term outlook for the Identity - Americas CGU, it has recorded a revenue decline for the last three financial years. As a consequence of this and increased macroeconomic uncertainty, more cautious assumptions were adopted as to the medium-term growth outlook for the CGU in the FY26 VIU approach when compared to FY25. In addition, the current macroeconomic uncertainty has led to an increase in the discount rates applied to future cashflows in the VIU model.
These factors combined meant that a FVLCOD approach gave a higher valuation and therefore this is what the final impairment assessment has been based on.
The FVLCOD valuation of the Identity-Americas CGU was calculated by considering reasonable market multiples for both revenue and Adjusted EBITDA, applied to the average of the FY26 actuals and FY27 budget attributable to this CGU. Revenue and Adjusted EBITDA are Level 3 inputs because they are not normally observable to market participants.
The multiples used in the valuation were informed by an independent third-party assessment of the implied enterprise value of the CGU based on a population of comparable companies as at the Balance Sheet date. The estimated cost of disposal were based on analysis of recent market transactions.
The pool of observable transactions included companies in the Identity verification and Identity Fraud and Cybersecurity sectors. There were insufficient observable transactions specific to the Identity verification and Identity Fraud sector to only use these, but they were included in the larger pool, and the observable transactions in this sector suggested that a revenue multiple was likely to be higher than the average of the larger pool.
A valuation based on an EBITDA multiple is generally more relevant than a revenue multiple approach for profitable businesses - which applies to the Identity Americas CGU. However, as a majority of the recent observable transactions in our market were either for loss-making businesses, or EBITDA multiples were not publicly available, the number of available EBITDA multiples was significantly smaller than the revenue equivalent. On this basis an equal weighting was given to revenue and EBITDA multiples in the overall valuation.
The assessment of comparable transactions supported a range of multiples. A revenue multiple of between 3.41x and 4.85x and an Adjusted EBITDA multiple of between 8.92x and 13.28x were considered appropriate for this purpose. Applying this to the Identity - Americas CGU resulted in a FVLCOD valuation that was below the carrying value, resulting in a goodwill impairment charge of £73,145,000.
The carrying value of other groups of CGUs continue to be supported under a value in use approach.
15. Trade and other receivables
|
|
|
|
|
||||
|
|
|
|
|
|
2026 £'000 |
|
2025 £'000 |
|
Current |
|
|
|
|
|
|
|
|
Trade receivables |
|
|
|
|
64,836 |
|
54,613 |
|
Allowance for unrecoverable amounts |
|
|
|
|
(2,119) |
|
(1,536) |
|
Net trade receivables |
|
|
|
|
62,717 |
|
53,077 |
|
Prepayments |
|
|
|
|
9,641 |
|
10,800 |
|
Accrued income |
|
|
|
|
11,120 |
|
9,414 |
|
|
|
|
|
|
83,478 |
|
73,291 |
|
Non-current |
|
|
|
|
|
|
|
|
Prepayments |
|
|
|
|
82 |
|
490 |
|
Accrued income |
|
|
|
|
8,587 |
|
5,698 |
|
|
|
|
|
|
8,669 |
|
6,188 |
16. Trade and Other Payables
|
|
|
|
|
||||
|
|
|
|
|
|
2026 £'000 |
|
2025 £'000 |
|
|
|
|
|
|
|
|
|
|
Trade payables |
|
|
|
|
13,493 |
|
12,598 |
|
Other taxes and social security costs |
|
|
|
|
5,449 |
|
4,164 |
|
Accruals |
|
|
|
|
30,530 |
|
27,767 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
49,472 |
|
44,529 |
17. Subsequent events
On 1 April 2026, the Company announced a Share Buyback programme to a total value of £10 million.
Alternative performance measures
Management assess the performance of the Group using a variety of alternative performance measures. In the discussion of the Group's reported operating results, alternative performance measures are presented to provide readers with additional financial information that is regularly reviewed by management. However, this additional information presented is not uniformly defined by all companies including those in the Group's industry. Accordingly, it may not be comparable with similarly titled measures and disclosures by other companies. Additionally, certain information presented is derived from amounts calculated in accordance with IFRS but is not itself an expressly permitted GAAP measure. Such measures are not defined under IFRS and are therefore termed 'non-GAAP' measures. These non-GAAP measures are not considered to be a substitute for or superior to IFRS measures and should not be viewed in isolation or as an alternative to the equivalent GAAP measure.
The Group's income statement and segmental analysis separately identify trading results before certain items. The directors believe that presentation of the Group's results in this way is relevant to an understanding of the Group's financial performance, as such items are identified by virtue of their size, nature or incidence. This presentation is consistent with the way that financial performance is measured by management and reported to the Board and assists in providing a meaningful analysis of the trading results of the Group. In determining whether an event or transaction is presented separately, management considers quantitative as well as qualitative factors such as the frequency or predictability of occurrence. Examples of charges or credits meeting the above definition, and which have been presented separately in the current and/or prior years include amortisation of acquired intangibles, share-based payments charges, acquisition related costs and business restructuring programmes. In the event that other items meet the criteria, which are applied consistently from year to year, they are also presented separately.
In respect of revenue performance measures, the primary measure is revenue growth at constant currency.
Where the current or prior year revenue has been impacted either by acquisitions/disposal or significant non-repeating revenue, alternative measures are presented to provide a more reflective method to compare performance from one period to another.
The following are the key non-GAAP measures used by the Group:
Organic growth
Organic revenue growth is used to remove the revenue from businesses acquired or disposed within the previous 12 months.
Organic growth is defined by the Group as year-on-year continuing revenue growth, excluding acquisitions which are included only after the first anniversary following their purchase and disposed businesses. This enables measurement of performance on a comparable year-on-year basis without the impact of M&A activity.
Constant currency
Constant currency means that non-Pound Sterling revenue in the comparative period is translated at the same exchange rate applied to the current year non-Pound Sterling revenue. This therefore eliminates the impact of fluctuations in exchange rates on underlying performance and enables measurement of performance on a comparable year-on-year basis without the impact of foreign exchange movements.
|
|
|
|
2023
|
|
2022
|
|
|
|
|
|
|
2026 |
|
|
|
|
|
|
Location £'000 |
|
Identity £'000 |
|
GFS £'000 |
|
Total £'000 |
|
|
|
|
|
|
|
|
|
|
Revenue |
88,512 |
|
174,964 |
|
21,568 |
|
285,044 |
|
Constant currency adjustment |
- |
|
- |
|
- |
|
- |
|
Revenue at constant currency |
88,512 |
|
174,964 |
|
21,568 |
|
285,044 |
|
Revenue from acquisitions up to their first anniversary |
(1,109) |
|
- |
|
- |
|
(1,109) |
|
Organic revenue at constant currency |
87,403 |
|
174,964 |
|
21,568 |
|
283,935 |
|
|
|
|
|
|
|
|
|
|
|
|
|
2025 (Represented) |
|
(Represented) |
|
|
|
|
Location £'000 |
|
Identity £'000 |
|
GFS £'000 |
|
Total £'000 |
|
|
|
|
|
|
|
|
|
|
Revenue |
85,636 |
|
175,909 |
|
21,172 |
|
282,717 |
|
Constant currency adjustment |
(1,374) |
|
(4,717) |
|
(294) |
|
(6,385) |
|
Revenue at constant currency |
84,262 |
|
171,192 |
|
20,878 |
|
276,332 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Growth |
|
|
|
|
|
|
Location % |
|
Identity % |
|
Fraud % |
|
Total % |
|
|
|
|
|
|
|
|
|
|
Revenue |
3.4% |
|
(0.5%) |
|
1.9% |
|
0.8% |
|
Constant currency adjustment |
1.6% |
|
2.7% |
|
1.4% |
|
2.4% |
|
Revenue at constant currency |
5.0% |
|
2.2% |
|
3.3% |
|
3.2% |
|
Revenue from acquisitions up to their first anniversary |
(1.3%) |
|
- |
|
- |
|
(0.4%) |
|
Organic revenue at constant currency |
3.7% |
|
2.2% |
|
3.3% |
|
2.8% |
Normalised items
These are recurring items which management considers could affect the underlying results of the Group.
These include:
· amortisation of acquired intangibles; and
· share-based payment charges
Normalised items are excluded from statutory measures to determine adjusted results.
Adjusted operating profit
Adjusted operating profit means operating profit before exceptional items and normalised items. Adjusted results allow for the comparison of results year-on-year without the potential impact of significant one-off items or items which do not relate to the underlying performance of the Group. Adjusted operating profit is a measure of the underlying profitability of the Group.
|
|
|
|
|
|
|
|
|
2026 |
|
2025 |
|
|
|
£'000 |
|
£'000 |
|
|
|
|
|
|
|
Operating profit |
|
(68,070) |
|
22,650 |
|
Amortisation of acquired intangibles |
|
33,158 |
|
34,843 |
|
Share-based payment charges |
|
4,442 |
|
5,078 |
|
Impairment of goodwill |
|
73,145 |
|
- |
|
Exceptional items |
|
24,849 |
|
4,467 |
|
Adjusted operating profit |
|
67,524 |
|
67,038 |
Adjusted operating profit margin
Adjusted operating profit margin is calculated as adjusted operating profit as a percentage of revenue.
Adjusted operating expenses
Adjusted operating expenses means reported operating profit before exceptional items and normalised items. Adjusted operating expenses allow for the comparison of results year-on-year without the potential impact of significant one-off items or items which do not relate to the underlying operating expenses of the Group. Adjusted operating expenses is a measure of the underlying operating expenses of the Group.
|
|
|
2026 |
|
2025 |
|
|
|
£'000 |
|
£'000 |
|
|
|
|
|
|
|
Reported operating expenses |
|
266,262 |
|
175,179 |
|
Amortisation of acquired intangibles |
|
(33,158) |
|
(34,843) |
|
Share-based Payments |
|
(4,442) |
|
(5,078) |
|
Impairment of goodwill |
|
(73,145) |
|
- |
|
Other exceptional items |
|
(24,849) |
|
(4,467) |
|
Adjusted operating expenses |
|
130,668 |
|
130,791 |
Adjusted EBITDA
Adjusted EBITDA means adjusted operating profit before depreciation and amortisation of non-acquired intangibles. Adjusted EBITDA is a measure of the underlying cash generation and the profit measure used in our covenant compliance calculations under the RCF agreement.
|
|
|
2026 |
|
2025 |
|
|
|
£'000 |
|
£'000 |
|
|
|
|
|
|
|
Adjusted operating profit |
|
67,524 |
|
67,038 |
|
Depreciation of property, plant and equipment |
|
805 |
|
915 |
|
Depreciation of right-of-use assets |
|
1,231 |
|
993 |
|
Amortisation of non-acquired intangibles |
|
5 |
|
45 |
|
Adjusted EBITDA |
|
69,565 |
|
68,991 |
Adjusted tax
Adjusted Tax means income tax charge before the tax impact of amortisation of acquired intangibles, share-based payment charges and exceptional items. This provides an indication of the ongoing tax rate across the Group.
Adjusted effective tax rate
The adjusted effective tax rate means adjusted tax divided by adjusted earnings.
|
|
2026 |
|
2025 |
|||||||||
|
|
Profit/Loss before tax |
|
Income tax charge |
|
Effective tax rate |
|
Profit before tax |
|
Income tax charge |
|
Effective tax rate |
|
|
|
£'000 |
|
£'000 |
|
% |
|
£'000 |
|
£'000 |
|
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reported effective tax rate |
(74,536) |
|
551 |
|
(0.7%) |
|
15,727 |
|
7,096 |
|
45.1% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Add back: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortisation of acquired intangibles |
33,158 |
|
7,530 |
|
(18.8%) |
|
34,843 |
|
6,877 |
|
(17.5%) |
|
|
Equity-settled share-based payments |
4,442 |
|
539 |
|
(3.8%) |
|
5,078 |
|
1,066 |
|
(0.6%) |
|
|
Exceptional items |
98,405 |
|
5,836 |
|
46.8% |
|
4,467 |
|
738 |
|
(0.8%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted effective tax rate |
61,469 |
|
14,456 |
|
23.5% |
|
60,115 |
|
15,777 |
|
26.2% |
|
Adjusted earnings per share ('Adjusted EPS')
Adjusted EPS represents adjusted earnings divided by a weighted average number of shares in issue and is disclosed to indicate the underlying profitability of the Group. Adjusted EPS is a measure of underlying earnings per share for the Group. Adjusted earnings represents adjusted operating profit less net finance costs and income tax charges. Refer to note 10 for calculation.
Net (debt)/cash
This is calculated as cash and cash equivalent balances less outstanding external loans. Unamortised loan arrangement fees are netted against the loan balance in the financial statements but are excluded from the calculation of net cash/debt. Lease liabilities following the implementation of IFRS 16 are also excluded from the calculation of net cash/debt since they are not considered to be indicative of how the Group finances the business. This is a measure of the strength of the Group's balance sheet.
|
|
|
2026 |
|
2025 |
|
|
|
£'000 |
|
£'000 |
|
|
|
|
|
|
|
Cash and cash equivalents |
31,430 |
|
25,159 |
|
|
|
|
|
|
|
|
Loans on balance sheet |
|
109,849 |
|
72,931 |
|
Unamortised loan arrangement fees |
|
1,727 |
|
754 |
|
External loans |
|
111,576 |
|
73,685 |
|
|
|
|
|
|
|
Net debt |
(80,146) |
|
(48,526) |
|
Debt leverage
This is calculated as the ratio of net (debt)/cash to adjusted EBITDA. This demonstrates the Group's liquidity and its ability to pay off its incurred debt.
|
|
|
|
|
|
|
|
|
2026 |
|
2025 |
|
|
|
£'000 |
|
£'000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net debt |
(80,146) |
|
(48,526) |
|
|
|
|
|
|
|
|
Adjusted EBITDA |
69,565 |
|
68,991 |
|
|
|
|
|
|
|
|
Debt leverage |
1.15 |
|
0.70 |
|
Cash conversion %
This is calculated as cash generated from operations in the Consolidated Cash Flow Statement, adjusted to exclude cash payments in the year for exceptional items, as a percentage of adjusted operating profit. This measures how efficiently the Group's operating profit is converted into cash.
|
|
|
|
|
|
|
|
|
2026 |
|
2025 |
|
|
|
£'000 |
|
£'000 |
|
|
|
|
|
|
|
Cash generated from operations before tax payments (from Consolidated Cash Flow Statement) |
50,655 |
|
60,009 |
|
|
|
|
|
|
|
|
Opening unpaid normalised and exceptional items |
|
2,278 |
|
904 |
|
Total exceptional items |
|
98,405 |
|
4,467 |
|
Non-cash exceptional items |
|
(90,030) |
|
(98) |
|
Closing unpaid normalised and exceptional items |
|
(1,038) |
|
(2,278) |
|
Cash outflow for exceptional items |
|
9,615 |
|
2,995 |
|
Cash generated from operations before tax payments and exceptional items paid |
60,270 |
|
63,004 |
|
|
|
|
|
|
|
|
Adjusted EBITDA |
|
69,565 |
|
68,991 |
|
|
|
|
|
|
|
Cash conversion % |
|
87% |
|
91% |
Website
The Investors section of the Company's website, (www.gbgplc.com/investors), contains detailed information on news, press releases,
key financial information, annual and interim reports, share price information, dividends and key contact details.
Our share price is also available on the London Stock Exchange website. The following information is a summary and readers are encouraged to view the website for more detailed information.
Dividend Reinvestment Plan
The Company offers a Dividend Reinvestment Plan that enables shareholders to reinvest cash dividends into additional shares in the
Company. Application forms can be obtained from Equiniti.
Share scams
Shareholders should be aware that fraudsters may try and use high pressure tactics to lure investors into share scams. Information on
share scams can be found on the Financial Conduct Authority's website, www.fca.org.uk/scams.
Financial calendar 2026
|
Annual General Meeting Dividend Ex-Div Date Dividend Record Date Dividend Payment Date |
21 July 2026 18 June 2026 19 June 2026 31 July 2026 |
Shareholder enquiries
GBG's registrar, Equiniti, can deal with any enquiries relating to your shareholding, such as a change of name or address or a replacement of a share certificate. Equiniti's Shareholder Contact Centre can be contacted on +44 (0) 371 384 2365. Lines are open from 8:30 a.m. to 5:30 p.m. (UK time), Monday to Friday, excluding public holidays in England and Wales. You can also access details of your shareholding and a range of other shareholder services by registering at www.shareview.co.uk.
|
Ashhurst LLP London Fruit & Wool Exchange 1 Duval Square London E1 6PW
|
|
Company Secretary & Registered OfficeAnnabelle Burton GB Group plc The Foundation, Herons Way Chester Business Park Chester CH4 9GB United Kingdom
Registered in England & Wales Company Number: 2415211
T: +44 (0)1244 657333 E: enquiries@gbgplc.com W: www.gbgplc.com
|
AuditorPricewaterhouseCoopers LLP 1 Hardman Square Manchester M3 3EB SolicitorsAshhurst LLP London Fruit & Wool Exchange 1 Duval Square London E1 6PW
Squire Patton Boggs (UK) LLP 1 Spinningfields 1 Hardman Square Manchester M3 3EB |
Corporate BrokerDeutsche Bank AG, London Branch 21 Moorfields London EC2Y 9DB |
RegistrarsEquiniti Aspect House Spencer Road Lancing West Sussex BN99 6DA Financial PR FTI Consulting LLP 200 Aldersgate Aldersgate Street London EC1A 4HD |
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