Powering

trust

Annual Report and Accounts 2026

Contents

Read our wider investor material:

gbgplc.com/investors

Read our Impact Report:

gbgplc.com/reports

Strategic report

1 About us

3 Purpose-driven approach

5 At a glance

6 Investment case

7 Chair’s statement

9 CEO Q&A with Dev Dhiman

10 The market environment

12 Our business model

13 Our business today

14 Our strategy

15 Our strategy in action

18 Capital allocation in action

19 CEO’s review

23 Key performance indicators

24 Financial review

28 Principal risks

37 ESG overview

38 Non-financialandsustainability

informationstatement

39 Streamlined Energy and Carbon

Reporting (SECR)

40 Climate disclosures

44 Global workforce

Governance

46 Letter from our Chair

48 Governance at a glance

49 Compliance with the Code

50 Board of Directors

52 Governance framework and

divisionofresponsibilities

54 Board and Committee activity

56 Culture

58 Section 172

59 Principal decisions in FY26

61 Stakeholder engagement

65 Board effectiveness

67 Nomination Committee

71 Impact Committee

73 Audit & Risk Committee

Read more online at:

gbgplc.com

80 Remuneration Committee

84 FY27 Remuneration Policy

92 Annual remuneration report

99 Directors’ report

103 Directors’ responsibility statement

Financial statements

105 Independent auditors’ report to

the members of GB Group plc

110 Consolidatedstatementofprofitorloss

111 Consolidated statement of

comprehensive income

112 Consolidated statement of changes

inequity

113 Consolidated balance sheet

114 Consolidatedcashflowstatement

115 Notes to the consolidated

financialstatements

152 Company balance sheet

153 Companystatementofchangesinequity

154 NotestotheCompanyfinancialstatements

162 Non-GAAP

165 Company information & advisors

About us

Enabling safe and rewarding digital lives

Every day, everywhere, people

rely on GBG’s identity and

location capabilities in moments

that matter. From confirming

who someone is to pinpointing

where they are, our technology

works quietly in the background,

supporting everything from

everyday transactions to more

complex decisions, helping keep

things moving safely, smoothly

and securely.

Maximising life-saving

donation with reliable data

We improve donor data accuracy for

faster matching to reach donors sooner

and save lives

International travel

Our document and biometrics solutions

help prove who you are quickly to move

through border control without delay

Shopping online

We help deliver a check out experience

in seconds with accurate information to

know exactly where to deliver

Placing a bet on a major live

sporting event

We ensure appropriate checks are in

place to gamble safely and responsibly

Booking a journey on a

ride-hailing app

Our data verification checks deliver

peace of mind for passengers and

drivers safety alike

Opening a new bank account

The verification we undertake for

customers is there to protect consumers

against industrialised fraud

University enrolment

Sustaining the integrity of institutions by

ensuring secure enrolment of students

to ensure their eligibility

Travel

Not for profits Technology Financial services Education

Ecommerce Gaming

GBG Annual Report and Accounts 2026

GovernanceStrategic report Financial statements

About us continued

One clear purpose:

Enabling safe and rewarding

digital lives for genuine people,

everywhere.

GBG is the AI trust intelligence platform.

We turn billions of interactions with people, places and

businesses into the signals that power the decisions

businesses can act on to drive and protect growth.

The digital economy runs on three questions: Is this person who they say they are? Is this place

where they say it is? Is this interaction what it appears to be? AI has made all three questions

harder to answer, and more important to get right, than at any point in history. GBG is the only

company that has built the trust intelligence to answer all three, at scale, in real time, across

any market.

Capitalising on the

market opportunity.

Accelerating mid-term growth with GBG

Go, our all-in-one adaptive platform.

Read more in Dev’s CEO review

on pages 19-22

1 Alternative performance measures (‘APMs’) and why we use them. Throughout this Annual Report document,

APMs are used consistently and are referred to as ‘adjusted’. These measures are defined in full and reconciled to

the reported statutory measures on pages 162 to 165 to the accounts. APMs are used to exclude items which, in

management’s judgement, need to be disclosed separately by virtue of their size, nature, or frequency to aid

understanding of GBG’s performance for the year or comparability between reporting periods and enable better

understanding of the like-for-like performance of the business.

Financial KPIs

Constant currency revenue

£285.0m

(FY25: £276.3m)

Adjusted operating profit

£67.5m

(FY25: £67.0m)

Adjusted operating margin

23.7%

(FY25: 23.7%)

Adjusted diluted earnings per share

19.0p

(FY25: 17.4p)

Cash conversion

87%

(FY25: 91%)

Statutory measures

Revenue

£285.0m

(FY25: £282.7m)

Operating (loss) / profit

£(68.1)m

(FY25: £22.7m)

Diluted loss per share

(30.7)p

(FY25: 3.4p)

Net debt

£80.1m

(FY25: £48.5m)

Proposed final dividend per share

4.40p

(FY25: 4.40p)

30+ years’

experience

20,000

customers

Our year in numbers

GBG Annual Report and Accounts 2026

GovernanceStrategic report Financial statements

Purpose-driven approach

Trust beyond transactions

“ We power trust

in every digital

interaction.

GBG’s sense of

purpose is

reflected across

our global team.”

Dev Dhiman

CEO

Trust beyond transactions’

defines how we see our role

in the digital economy, and

the standards we hold

ourselves to.

Our domain expertise, technology and global

reach turn millions of interactions every day

into meaningful signals to power decisions,

and that carries a responsibility to act with

transparency and integrity. It shapes how

we make decisions, manage risk and build

relationships with customers and partners.

As AI-driven innovations rapidly reshapes

expectations, our focus is on ensuring trust

is not only enabled through our products

but embedded in how we operate. We are

committed to building a better digital world,

and to improving the real one too.

Our purpose

Enabling safe and rewarding digital

lives for genuine people, everywhere.

Our values

Everything we do, every decision and every action, is underpinned by our

three core values. They shape the way we build our business, interact

with our community, and develop responsible technology.

Read in our Impact Report, online at: gbgplc.com/impact-report

Be inclusive

Breaking down barriers to identity inclusion by building products that

have global reach and local representation.

Build trust

Building trust to protect against digital crime, strengthen business

resilience and drive responsible innovation.

Act responsibly

Operating responsibly to build a future-proof business that’s good

for people and the planet.

GBG Annual Report and Accounts 2026

GovernanceStrategic report Financial statements

Purpose-driven approach continued

Bringing our purpose to life, every day

Our purpose-driven

approach brings trust

to life across our

operations

Our strategy

As a purpose-driven business, we have a

clear strategy to drive growth and deliver

global impact.

Read more on pages 37-44

Safe matchday

access, verified

For top-flight football clubs, protecting fans

and ensuring fair access to tickets is not just

commercial, it is a matter of trust and safety.

Partnering with GBG, major English Premier

League clubs have implemented our seamless

identity and eligibility verification across

their ticketing journey. The results speak for

themselves with up to 83% of fans verified

instantly, potential fraud blocked at the

gate, and concession misuse significantly

reduced. We are proud to ensure that genuine

supporters get the access they deserve, safely.

Trust,

delivered

Serving customers across 60+ countries, iconic

British footwear brand Dr. Martens needed the

confidence that every digital interaction, from

checkout to the customer’s doorstep, would

reflect the trust their brand commands. With

GBG Loqate’s address capture, verification and

geocoding capability, Dr. Martens can

now deliver friction-free checkouts, reliable

order fulfilment and seamless retail experience

in every market they enter. By ensuring genuine

customers receive a consistently excellent

experience worldwide, we have underpinned

their ability to build lasting brand loyalty.

Scan the qr code or click the

link to read our case study at:

loqate.com/en-gb/customers/

dr-martens/

GBG Annual Report and Accounts 2026

GovernanceStrategic report Financial statements

At a glance

How and where we operate

Headquartered in the UK

and operating globally,

GBG delivers a core offering

focused on two highly

complementary capabilities,

Identity and Location.

We operate in large, growing market; where

AI is accelerating the structural drivers,

particularly fraud, which is more accessible

than ever, with customers feeling the impact.

Together, our capabilities, which we serve

through GBG Go, our flagship all-in-one

adaptive identity platform, enable

organisations to accurately verify identities,

prevent fraud and better understand

customers, driving the vast majority of our

revenues across diverse sectors.

We deliver our capabilities through a

scalable, technology-led platform that

supports local market requirements while

benefiting from global expertise.

As a result, we tend to be embedded into

our customers’ critical workflows, and

our commercial model features a mix of

subscription and consumption agreements.

This underpins our strong levels of repeatable

revenue, stable margins and high cash

generation, enabling us to continue investing

in product innovation and go-to-market

activities globally to drive our growth.

GBG today

20,000

customers

1,000

team members

~400m

identity checks

per year

5,500

Address validations

per second

Net Promoter Score

Who we work with

Group revenue split by:

Key sectors (%) Key regions (%)

Financial services

Enterprise partners

Gaming

Retail

Tech

Public sector

Prof services

Other

USA

APAC

Europe

RoW

Revenue types (%)

Subscription-based

Consumption-based

Non-repeatable

~95%

repeatable

revenue

1 Identity checks delivered through our core solutions in Americas, EMEA and ANZ

2 Other includes Travel & leisure, Utilities & telcos, Autos and Manufacturing

GBG Annual Report and Accounts 2026

GovernanceStrategic report Financial statements

Investment case

Driving long-term value

Structurally growing markets

The sectors and regions in which we operate are underpinned by structural drivers

which are being accelerated through the rapid advances in AI to create a compelling

long-term growth opportunity.

Identity and Location

2H26 CCY growth

5.7%

Read more on page 18

1 Excluding revenue related to the legacy Compliance platform that will be retired

GBG Annual Report and Accounts 2026

GovernanceStrategic report Financial statements

Chair’s statement

A word from

our Chair

Richard Longdon

Chair

On behalf of the Board, I am

pleased to present GBG’s

FY26results, a performance

which marks an inflection

pointafter two years of

significant progress; we have

built foundations that will

enable us to accelerate growth

and underpin confidence in

our mid-term outlook.

Throughout the year, the Board has been

actively engaged in supporting the executive

team through critical decisions on operating

model evolution, capital allocation, our move

to the Main Market of the London Stock

Exchange which strengthens our profile as a

business and aligns us with the highest

standards of governance and transparency,

to our plans to steer the business to a higher

growth trajectory.

The business has demonstrated strong

operational progress, sustained profitability,

and strong cash generation. Most

importantly, as we focus on our core

capabilities of Identity and Location and

bring them closer together to capture the

benefits of global scale, the Board has

conviction that GBG is well-positioned to

achieve the medium-term targets outlined by

our Executive Team.

Innovating for growth

GBG Go is proving the platform thesis that

can set the business apart. Launched in April

2025, the platform has secured an impressive

number of customer wins to date with a

strong pipeline of opportunities. Customers

are migrating, paying more, and expanding

usage because this platform is bringing all

our capabilities together to solve friction in

their mission-critical customer journeys. The

Board believes now is the time to build on the

platform’s momentum in the market.

Following a comprehensive review, and as you

will hear more in the CEO Operating Review,

the Board has approved a one-off £6 million

investment to accelerate execution of GBG

Go’s innovation roadmap in FY27. This reflects

our confidence in the platform’s proven

traction, our Leadership Team’s execution

capability, and substantial market

opportunity ahead, and it is aligned with our

disciplined approach to capital allocation.

The Board’s assessment of this investment to

understand how this will benefit the business

has been rigorous. We evaluated the

projected outcome against alternative uses

of capital, including further share buybacks

and bolt-on acquisitions, concluding that the

return profile is compelling. With a targeted

outcome from existing and new logo growth

translating into incremental revenue growth

of 1% in FY28 and 2% once fully

commercialised to support mid-single digit

revenue growth and adjusted operating

margins over 24% in the medium term.

Pleasing financial performance

Our Identity businesses in EMEA and APAC,

alongside Location, performed well

throughout the year, reflecting strong

customer relationships andresilient demand.

The improvements driven by the team in

Americas Identity demonstrates good

progress to build a stronger underlying

business as it returned to growth in the final

quarter of the year.

GBG Annual Report and Accounts 2026

GovernanceStrategic report Financial statements

Moving up: AIM to the

MainMarket

GBG’s move up to the Main List of the

London Stock Exchange from the

Alternative Investment Market (AIM),

where we have traded since 2010, is an

important milestone reflecting the scale,

maturity and global reach we have

achieved in that time.

We first announced our intention to

move up in June 2025, and the process

was completed in late October, with our

subsequent inclusion in the FTSE 250

index at December’s quarterly review.

This has further enhanced our profile,

liquidity and engagement with a broader

institutional investor base.

Chair’s statement continued

Overall FY26 shareholder returns

£56m

Pleasing financial performance

continued

Overall, the Executive Team’s clarity of

objectives and operational execution has

been demonstrated in the outcomes

achieved in the last two years, simplifying

how we operate and ensuring the business

can adapt flexibly to evolving customer

needs. Combined with disciplined cost

management, this enabled the business to

sustain its level of profitability and cash

generation while maintaining investment to

support long-term value creation.

Driving shareholder returns

Capital allocation has been a key focus for

the Board this year, and our disciplined

approach remains unchanged. We continue

to invest where there is clear opportunity to

generate sustainable, profitable growth, while

returning surplus capital to shareholders

where appropriate.

There have been a number of decisions for

the Board to consider including the

completion of GBG’s first bolt-on acquisition

since 2022. We acquired DataTools, a leading

provider of data and address verification

capabilities in the Australia and New Zealand

(ANZ) market during October 2025. This deal

adds scale where GBG is already enjoying

strong growth, complementing our market-

leading identity verification platform to

enhance our broader regional proposition.

Returns to shareholders was another

important decision taken by the Board this

year. We approved our first share buyback

programmes as an attractive use of surplus

capital with £45 million returned to

shareholders during FY26, in addition to the

£11 million payment of the FY25 final dividend.

The Board approved a £10 million buyback

extension that began in early April 2026.

The Board is proposing a final dividend

payment to shareholders of 4.40p per

ordinary share (FY25: 4.40p). Subject to

shareholder approval at our AGM, it will be

paid on 31 July 2026 to shareholders on our

Driving our impact and culture

As a purpose-driven business, operating

responsibly underpins how we create

long-term value, in line with our values. During

the year, we continued to embed our impact

strategy and strengthen our environmental

and impact data to provide a more robust

and reliable view of our performance. This

reinforces our material focus areas: data

ethics, privacy and security, talent

development, business ethics, and inclusion,

diversity and equality.

Trust underpins everything we deliver. Robust

data governance, secure systems, and

responsible use of technology are essential

to maintain customer confidence and meet

regulatory obligations, this includes our

commitment to submitting science-based

carbon reduction targets by the end of FY27.

In the year, we were proud to receive the

Gallup Exceptional Workplace Award for the

second time, which reflects the impressive

cultural transformation achieved across the

business through a focus on performance.

This reflects the resilience and commitment

of our people to create an environment

where everyone performs at their best.

Board composition

Our Board and Committees have remained

stable throughout the year, and Iam grateful

to my colleagues for their contributions to

important decisions including our Main

Market move and thestrategic investment to

accelerate GBG Go’s innovation roadmap.

Wewill remain proactive in reviewing the

Board’s composition to ensure diverse

perspectives, skills, and experiences that

support effective strategy assessment and

risk management. Further information on our

governance can be found from page 45.

Looking ahead

On behalf of the Board, I would like to thank

our colleagues worldwide for their hard work,

resilience, and commitment to delivering on

our purpose. I also thank our customers,

partners, and investors for their continued

support.

Our significant strategic progress and

operational performance this year reinforces

the uniqueness of our global position:

differentiated data assets, leading

technology, deep expertise, and the growing

market demand for trusted identity and

location capabilities. I am confident that GBG

enters FY27 well-positioned. We have strong

foundations, proven execution capability, and

a clear path to high-single-digit revenue

growth in the medium term.

Richard Longdon

Chair

2 June 2026

Section 172

Our statement for the purposes of the

Companies Act 2006, describing how the

Directors have had regard to the matters

set out in section 172(1)(a) to (f), can be

found within our Governance section on

page 58.

2026 AGM

We will host our AGM on 21 July 2026

when shareholders can attend in-person

to participate in the meeting, ask

questions and vote. It will be held at our

Chester office at 10am (BST).

As you will read in the Notice of AGM

published alongside this Report, we are

putting 19 resolutions to the vote at our

meeting. The Board considers the

resolutions proposed to be in the best

interests of both the Company and the

shareholders as a whole. We ask our

shareholders to support these

resolutions, your Board of Directors, and

various other business matters on which

you are asked to vote.

Read more in our Notice of AGM online

at: gbgplc.com/agm/

GBG Annual Report and Accounts 2026

GovernanceStrategic report Financial statements

CEO’s Q&A with Dev Dhiman

Driving our

next chapter

We delivered momentum with

strong profitability this year,

while continuing to evolve at

pace to accelerate our future

growth. Our CEO, Dev Dhiman

reflects on some of the key

questions around GBG.

Q: Improving performance in the

Americas has been a key priority.

How has that progressed in FY26?

A: We saw progress in the Americas Identity

turnaround, driven by the focus, improved

execution and stronger go-to-market

approach from a strengthened Leadership

Team. We have simplified the operating

model in Americas, invested in talent across

our operations and prioritised more

subscription revenues in both new business

and renewal cycles. Customer engagement

improved, while our pipeline quality has

markedly increased as a result of our

changes. Although there is more to do, the

region ended the year in a much stronger

position, and returned growth in the final

quarter. These changes give us confidence

that the Americas Identity business can

become a more consistent and meaningful

contributor to the Group’s performance.

Q: What early customer feedback

or traction have you seen since

launching GBG Go, and what will

“good” look like over the next

12–24 months?

A: Early customer feedback on GBG Go has

been very encouraging, particularly around

ease of deployment, time-to-value and the

ability to scale identity services through a

single adaptive platform from which to

consume all of our capabilities. We are

delighted with the progress so far, 100+

customers contracted in the first year and

built a strong pipeline. Over the next 12–24

months, we are confident of further success

as strong adoption continues across both

existing and new customers, as we expand

the use-cases we can address, and GBG Go

becomes the natural route through which

customers engage with our solutions globally.

Q: What do you see as the

opportunities and risks to GBG

from the proliferation of AI?

A: AI is increasingly driving a larger

opportunity in our markets by accelerating

the structural growth drivers, in particular

fraud activity. There are also significant,

enduring opportunities in the AI advances

that will enhance our ability to deliver our

capabilities with accuracy, automation and

scale across identity verification, fraud

prevention and customer onboarding activity.

It enables us to deliver smarter decisions

faster while reducing friction for end-users.

This builds on our strong access to

proprietary & regulated data, network scale

and deep domain knowledge of operating in

highly regulated markets. As we do this, we

will remain focused on deploying responsible

AI in our business, embedding strong

governance, explainability and human

oversight, so we can harness innovation while

maintaining trust, compliance and customer

confidence.

Q: You have chosen these results to

set out a medium-term target. Is this

the right target, and what makes you

confident GBG can achieve it?

A: High-single digit growth in the medium

term is absolutely the right target for GBG.

We have spent the two years building the

foundations, returning the Americas to

growth, simplifying our operations and in the

last year, proving GBG Go as a platform to

differentiate us in the market, with its strong

initial demand, including landmark wins like

Uber. The platform works, the market

opportunity is large and growing, and

customer feedback gives us the confidence

to be bolder. The £6 million investment in

FY27 is how we capitalise on that momentum,

to show what GBG can really do.

Q: Finally, during the year, GBG

moved from AIM to the Main Market.

How does this support GBG’s

strategic ambitions?

A: Moving to the Main Market was an

important milestone for us and reflects the

scale, resilience and ambition of our business

today. It broadens our appeal to a wider

range of institutional investors, enhances

liquidity in trading of our shares and further

strengthens credibility with customers,

partners and regulators globally. This step

supports our long-term growth strategy,

broadening the international investor base,

while reinforcing our high standards of

governance and risk management that all our

stakeholders require.

GBG Annual Report and Accounts 2026

GovernanceStrategic report Financial statements

Where trust

drivesopportunity

The market environment

GBG operates at the centre

ofa fast-evolving digital

economy. Our customers

areincreasingly required to

establish, trust and protect

identities in an environment

where interactions are

predominantly digital, global

and in real time.

The trends shaping our markets have never

stood still, they have evolved in waves, each

building on the last. First came the era of

global data, connecting information from

across the world to underpin digital

commerce. Then smartphones ushered in

document capture, followed by the rise of

biometrics, from thumbprints to facial

recognition, and later behavioural biometrics

layered on top of digital signals like device

IDs and email addresses.

Today, these elements don’t exist in isolation;

they converge to create complex, adaptive

identity ecosystems. And the pace is

accelerating, with innovation such as agentic

AI and digital IDs driving the next waves.

Organisations can’t afford to stand still, as it is

those that adapt, blending trust, compliance,

and seamless experiences to navigate the

evolving identity landscape, that will thrive.

1995 2005 2015 2025 2035 2045 2055

Key:

Data

Documents

Biometrics

Risk signals

Digital ID

Waves of identity

AI expands our market

opportunity further

The rapid advance of AI is reshaping

our markets in two directions. It

enables faster decisions, richer

insight and more seamless

customer experiences — and it

significantly lowers the barrier for

bad actors. Synthetic identities,

deepfakes and automated fraud

attacks are compounding at AI

speed, making static, single-vendor

approaches increasingly

inadequate. Trust must be

continuously assessed at every

stage of the customer journey.

GBG’s role

We are well positioned to lead in

this environment with AI-powered

capability. GBG Go’s orchestration

layer gives customers the agility

to configure and adapt decisioning

at pace. Our Foresights capability

turns every transaction into a

predictive insight. And as agentic

commerce accelerates, we are

building to be agent-ready, opening

a new layer of identity and trust

infrastructure. As threats grow

more sophisticated, continuously

establishing who someone is, where

they are and whether they can

be trusted becomes ever more

mission-critical. GBG is building

for exactly that world.

GBG Annual Report and Accounts 2026

GovernanceStrategic report Financial statements

The market environment continued

Customer experience

as a differentiator

End users expect seamless, intuitive and

consistent digital experiences, with trust

established invisibly in the background. Poor

identity experiences drive abandonment and

attrition, while excessive friction erodes brand

value. This can be overcome by the adoption of

digital IDs or mobile driving licenses, allowing

individuals to prove their identity online

instantly and securely where the regulatory

frameworks exist, as an alternative

to uploading documents or filling out forms.

GBG’s role

We provide seamless customer experiences

by enabling risk based decisions that minimise

friction for legitimate users while applying

stronger controls only where risk is elevated.

Our adaptive platform plays to a future which

belongs to businesses that offer choice, and

flexibility, making identity as easy as modern

payments with digital IDs fitting seamlessly

into a business’ existing identity ecosystem,

not operated in a silo.

Industrialisation of fraud

At the same time, the industrialisation of

fraud has materially raised the threat

landscape. These threats are persistent

and multi-jurisdictional, targeting onboarding,

payments and account access. Fraudsters have

embraced generative AI to create deepfakes,

synthetic identities, forged documents and

automated injection attacks. Effective defence

will be built on equally advanced

AI applied at document, biometric and

behavioural layers to counter the rising cost

of fraud. This is critical when synthetic identity

fraud alone is expected to generate at least

$23 billion in losses by 2030

GBG’s role

Helping customers stay ahead of sophisticated,

AI enabled fraud by multi-layered identity

verification, fraud signals and location

insight to detect and prevent risk in the

customer lifecycle.

Increasing regulation

and compliance

Operating alongside these forces is a steady

increase in regulation and compliance across

GBG’s core markets. Governments and

regulators continue to strengthen expectations

around customer due diligence, anti-money

laundering, fraud prevention and data

protection. Importantly, regulatory focus is

shifting from one-off compliance to ongoing

monitoring and demonstrable controls,

reinforcing the need for identity solutions

with privacy-by-design frameworks to

provide continual assurance and auditability

as regulation evolves at pace.

GBG’s role

We help organisations use our capabilities to

meet the evolving complexity of regulatory

requirements and integration of new digital ID

frameworks by orchestrating multiple identity

signals to deliver ongoing assurance,

auditability and continuous trust.

Digital transformation

Digital transformation remains a core driver of

demand. Customer onboarding, payments,

account servicing and compliance processes

have moved decisively online across financial

services, e-commerce, payments, gaming,

telecoms and the public sector. This shift has

removed traditional physical checks, increasing

reliance on identity and location intelligence

to support and secure growth. As transaction

volumes scale and customer journeys

compress, organisations require high-

confidence decisions at speed, without

introducing friction that undermines

conversion.

GBG’s role

We enable organisations to grow digitally with

confidence by providing trusted identity and

location intelligence that supports fast, secure

and scalable digital customer journeys.

Underpinning the waves of identity is demand driven by four interconnected structural drivers, which will expand our addressable

market and create enduring tailwinds for GBG.

1 Deloitte Centre for Financial Services

A significant runway for growth

GBG Annual Report and Accounts 2026

GovernanceStrategic report Financial statements

Our business model

How we create value

Our core capabilities

are delivered through a

multi-layered approach

Location capture

andverification

Enhancing and maintaining

customer data to deliver a

better experience for them.

Identity verification

Verifying identities by usinga

wide range of sources to

conduct identity data

matching and compliant

checks in real time.

Document verification and

biometrics proofing

Verification includes use of face

matchor liveness detection.

Identity investigation

andtracing

Locating people and supporting

fraud and criminal investigations.

Fraud prevention

andtransaction monitoring

Tracking customer behaviour

to identify fraud and

suspicious activity.

Overseen by our strong governance and risk environment

The outcomes

Strong cash generativemodel

Enabling the flexibility to pursue our

capital allocation priorities.

FY26 cash

conversion

87%

Driving top-line

revenue growth

Our priority is to generate

revenuegrowth reflecting strong

customer retention and high levels

of repeatable revenue through our

mix of subscription and

consumption models.

FY26 Identity and

Location NRR %

100.0%

Disciplined capital allocation

Directing our resources to the

highest-return opportunities, to

compound the value we create

through increased efficiency and

managed risk.

FY26 returns to

shareholders

£56m

Read more on pages 28-66

How we attract, service and retain customers

Attract

Through brand

awareness, targeted

advertising campaigns,

GBG.com and Loqate.

com go-to-market

websites, and partners.

We offer prospective

customers demos and

proof of concept trials.

Implement

We work with

customers to find the

right window to

implement the

solution/s they require.

Typically we generate

revenue via a

subscription or

consumption

agreement.

Service

Our professional

services and customer

success teams provide

training and onboarding

to help customers

generate stronger

match rates from our

solutions.

Expand

Regular engagement

with customers helps to

drive cross-sell and

upsell to the full

breadth of GBG’s

solutions, deepening

our relationship as we

embed in their

customer onboarding

workflow.

Retain

Our seamless

consumption

experience for

customers drives higher

satisfaction, increases

retention and growth

over time.

Our differentiated foundations

Comprehensive access

to proprietarydata

Our agile

technology

Our domain

expertise

Underpinned by our values

1 2 3 4 5

Be inclusive Build trust Act responsibly

GBG Annual Report and Accounts 2026

GovernanceStrategic report Financial statements

Our business today

Enabling trust through

our capabilities

Location

Operating under the GTM brand, GBG Loqate, we deliver

precise location and address data solutions that

enhance user experience, data quality, conversion rates,

and delivery accuracy to enable trust in commerce.

Identity

We enable our global customer base to build trusted relationships

through our portfolio of data and document identity verification

capabilities, which our customers can now consume through GBG

Go, our all-in-one adaptive platform to deliver strong match rates

to onboard good individuals and keep bad actors out.

Global Fraud Solutions

This business is stand alone and focused on the

APAC market. It delivers on-premise fraud

prevention capabilities that offer real-time

protection and regulatory compliance against

ever-increasing financial crime.

31%

of FY26 Group revenue

Key sectors:

– Retail

– Enterprise partners

– Financial services

Key regions:

– Americas

– EMEA

– APAC

Why customers

work with us

– Truly global coverage 250

countries, 130 languages

and eight character sets

delivers accurate,

standardised data even in

hard-to-address markets

– Precision down to the last

detail Multiple data sources

combined to deliver

accurate sub premise-level

data, including apartment

and floor numbers

– The most complete

address record Our

AI-powered proprietary

address curation process

cross-references multiple

sources to power a single,

accurate location engine

61%

of FY26 Group revenue

Key sectors:

– Financial services

– Gaming

– Enterprise partners

Key regions:

– Americas

– EMEA

– APAC

Why customers

work with us

– More genuine customers, less

friction We maximise genuine

customer onboarding globally,

balancing risk and regulatory

requirements with user

experience

– Unmatched coverage,

everywhere Our data and

document verification capability

combined ensures strong match

rates to identify customers first

time

– One partner for everything 30+

years of domain expertise, unified

in one platform to reduce vendor

complexity and deliver layered

fraud protection

of FY26 Group revenue

Key sectors:

– Financial services

Key region:

– APAC

Location

capture

Location

verification

Identity data

verification

Document and

biometric proofing

Identity

investigation

and tracing

Fraud prevention

and monitoring

GBG Annual Report and Accounts 2026

GovernanceStrategic report Financial statements

Our strategy

Accelerating growth with

our platform strategy

We are a purpose-driven

business with a clear strategy

to deliver sustainable growth

and global impact.

The Group is well positioned to capture

attractive structural growth across its key

markets. This is supported by the strong

progress made to build our foundations over

the last few years with a focus on increased

simplification, global alignment, innovation-led

differentiation and shift towards a more

performance-led culture.

Guided by our strategy, we will further build on

these priorities, scaling and continuing to

consolidate our activity onto our unified,

adaptive platform built with our Identity and

Location capabilities at its core.

With the early benefits of our work over the

last few years emerging, the Group’s focus is

now firmly on driving shareholder value, in

particularly through accelerating top-line

growth, underpinned by three strategic pillars.

See how our Board’s expertise supports

ourstrategy on pages 53-61

Our strategy for accelerating growth

What we do:

GBG is the AI trust intelligence platform. We turn billions of interactions across people, places and

businesses into the signals that power the decisions businesses act on to drive and protect growth.

Our purpose:

To enable safe and rewarding digital

lives for genuine people, everywhere

Our strategic ambition:

To be the world’s leading expert in

identity fraud and location intelligence

Our strategic pillars:

Transform

the business

Read more on page 03

GBG Annual Report and Accounts 2026

GovernanceStrategic report Financial statements

Our strategy in action

What this means

We have executed a number of initiatives to

transition towards a single business with a

scalable global operating model, delivering

faster innovation and a platform for long-term

growth.

2026 achievements

– Established regional GTM structures that

combine Identity and Location in Americas,

EMEA, and APAC

– Good progress on the Americas turnaround,

driving operational improvement and a

return to growth in the final quarter of FY26

– Transitioned to a single cloud infrastructure

as we deploy a global CRM and data lake

architecture to harness billions of

operational data points to drive our

innovation

What to expect next

– With our combined core capabilities of

identity and location, our aim is to

accelerate growth through increased

collaboration to drive upsell opportunities

throughout our large customer base

Driving a single cloud

strategy with AWS

We have partnered with Amazon Web

Services (AWS) to accelerate our

transformation and deliver global scale.

The partnership strengthens our

platform, enabling faster deployment,

higher transaction volumes and

improved performance across our

identity and location capabilities. It

also unlocks advanced cloud and AI

services to drive ongoing innovation.

This is a key enabler of driving more

efficiency, increase agility and

simplicity in our operations and

deliver at scale to underpin our

sustainable growth and long-term

value.

Transform

the business

GBG Annual Report and Accounts 2026

GovernanceStrategic report Financial statements

Our strategy in action continued

What this means

GBG Go serves as the unified platform through

which customers access the full breadth of

GBG’s capabilities, driving more integration

across product, technology and go-to-market

functions at speed. Across our Identity and

Location businesses, our focus remains on

broadening distribution and delivering

profitable scale from a strong and established

customer base.

FY26 achievements

– Launched GBG Go, our all-in-one adaptive

platform, in April 2025 as a key milestone in

our unified platform approach

– Completed DataTools acquisition in Australia

and New Zealand (ANZ) in October 2025

– Focused on developing and extending our

strategic partnerships to expand the reach

of our capabilities such as the extension of

relationship with Equifax into the US

What to expect next

– Driving further momentum in our new

customer activity with the GBG Go platform

through the strong pipeline of

opportunities, alongside a deliberate

strategy to upgrade existing customers

over time

Evolve

the core

DataTools: An attractive

bolt-on acquisition

This transaction, our first since 2022,

deepened our location technology

capability and presence in the ANZ

region.

We have enhanced our address

verification offering with high-quality

data and local expertise to create clear

opportunities for cross-sell and

revenue synergies across an

established customer base for our

market-leading identity verification

platform in the region.

It also supports greater platform

integration, improving efficiency and

scalability. This targeted investment

strengthens GBG’s core in ANZ. It will

enable profitable growth, increasing

customer lifetime value and enhance

the accuracy and reliability of our

services that underpin everyday digital

interactions.

Customers added

+700

GBG Annual Report and Accounts 2026

GovernanceStrategic report Financial statements

Our strategy in action continued

What this means

Driving innovation across strategic focus areas

to develop and expand our capabilities,

accelerating growth through emerging

opportunities and adjacencies that broaden

our addressable market.

2026 achievements

– Launching Digital IDs within GBG Go to

support verification of identities using

trusted credentials issued by governments

and banks, and stored on mobile devices

with over 50 types supported so far

– Releasing low code integration within GBG

Go to reduce development costs and

increase the speed customers can go live

with our capabilities.

– AI-powered deepfake injection attack

detection within our identity proofing

capability to provide real-time feedback

against rising use of this sophisticated

fraud technique in onboarding

What to expect next

– Accelerating innovation around strategic

priorities such as agentic commerce, digital

commerce fraud and enabling trust across

the consumer lifecycle

Innovation through GBG Go

Our all-in-one identity platform is

designed to transform how

organisations onboard and interact

with customers.

Go brings together all our innovative

capabilities in identity verification,

fraud and risk signals through a single

integration to enable businesses to

make faster, more informed decisions

while reducing complexity.

By orchestrating tailored customer

journeys and providing real-time

performance insights, GBG Go delivers

improved conversion, reduced fraud

and optimises the returns on

investment customers can achieve.

This innovation strengthens our

platform proposition, expands our

addressable use cases and positions

GBG to capture growth as markets

continue to evolve at pace.

Go contracts signed since launch

100+

Innovate

to grow

Watch ‘GBG Go in action’ on our GTM

website: gbg.com/gbg-go

GBG Annual Report and Accounts 2026

GovernanceStrategic report Financial statements

GBG has a strong balance

sheet and financing, with

the business continuing to

generate positive operating

cash flow. Our capital

allocation framework is

informed by the clarity of our

strategy to accelerate growth

through disciplined execution.

To do this, our priorities include continuing to

invest in talent across the business,

innovation and go-to-market, to drive organic

top-line growth. We also retain the flexibility

to engage in targeted bolt-on M&A, with a

focus on executing transactions that are

accretive to the Group, while accelerating our

product strategy or strengthening our

presence in core regions. We are committed

to ensuring there is a balanced approach

between reinvesting in the business and

returning surplus capital to investors.

Our framework

Organic investment

Investing in the business and talent to

build our differentiation through

innovation and developing go-to-market

activity that help win market share and

expands our market opportunity.

Inorganic investment

We maintain an active programme to

assess possible acquisition targets, with

rigorous processes to evaluate strategic

fit, risk and validate financial returns over

the mid-term.

Dividends

We have consistently delivered reliable

cash returns over time, taking account

of our underlying performance.

Additional

shareholderreturns

This includes our ongoing employee

benefit trust share purchases and

share buyback programmes to return

surplus capital to maintain an efficient

balance sheet.

Capital allocation in action

Share buyback programmes (£45m)

– Completed share repurchase and

cancellation of 19.1 million shares

– Since the year-end, we have

announced a £10m buyback extension

which commenced on 1 April 2026

FY25 Final dividend (£11m)

– Reflected a 4.8% increase in final

dividend per share to 4.4p

DataTools acquisition in ANZ (£7.2m)

Bolt-on M&A

How we deployed our capital in FY26 to drive long-term shareholder value

31 March 2026

leverage

1.15x

Share buyback

programmes

FY25 final

dividend

FY26 capital

allocation

Deploying capital to

deliver shareholder value

Capital allocation in action

GBG Annual Report and Accounts 2026

GovernanceStrategic report Financial statements

CEO’s review

Strong delivery and accelerating

momentum into FY27

Dev Dhiman

CEO

GBG exists to enable safe and rewarding

digital lives for genuine people, everywhere.

As the AI trust intelligence platform, we turn

billions of interactions across people, places

and businesses into the signals that help

businesses drive and protect growth.

We provide mission-critical services that

protect against digital crime, strengthen

business resilience and drive responsible

growth, at scale, across a diverse range of

sectors. Our markets have powerful structural

tailwinds including digital transformation,

customer experience, industrialised fraud

and financial crime and increased regulation

and compliance.

We are delivering on the opportunity by

operating with a clear strategy focused on

driving long-term shareholder value:

– Transforming our business – creating a

more focused, efficient and scalable

business by simplifying our operating

model, product and technology base

– Growing our core – continuing to build out

our platform of continuous trust to pursue

opportunities to expand in the attractive

end markets and regions we serve

– Accelerate innovation – investing in

innovation to strengthen our competitive

position and unlock greater platform value

globally to enable scalable future growth

Throughout FY26, we have consistently

pursued initiatives with the greatest impact

on the pace of our growth. Our strategic

progress is underpinning stronger execution,

with core growth in Identity and Location

accelerating in the second half of the year.

There is tangible evidence our strategic

choices are delivering business value, as we:

– Returned to growth in Americas Identity

– decisive operational action delivering

improved performance as the business

returned to growth in Q4, underpinned a

second half acceleration in Identity and

Location

– Achieve strong GBG Go platform

adoption – our adaptive identity platform

has secured 100+wins since launch, ahead

of our expectations and we have built a

strong qualified pipeline of opportunity

toexecute

– Transition to a scalable, global operating

model – continued our operational

transformation to be one global business;

and created accelerated innovation through

the launch of our Spark Hub incubator

New and expanded relationships with global

brands including Equifax, Uber, Remitly, FedEx

and Temu reflect the breadth of our progress.

As we enter FY27, the continued improvement

in the Americas; accelerating contribution

from new innovations and increasing market

opportunities from AI-driven fraud underpin

our confidence in achieving mid-single-digit

revenue growth in FY27, with focus now on

accelerating beyond that.

“ Strong demand from

ourcustomers since

launch gives us the

confidence to be bolder.

We’re accelerating GBG

Go’s roadmap now,

tocapitalise on the

opportunity in front of us.”

Dev Dhiman

CEO

GBG Annual Report and Accounts 2026

GovernanceStrategic report Financial statements

CEO’s review continued

AI reinforces the structural

tailwinds that drive our long-term

growth runway

– Digital transformation and rising fraud:

Online interactions accelerating while

synthetic identity fraud is projected to

cause $23bn+ losses by 2030

and

regulations still evolving globally

– AI as threat and solution: AI is accelerating

the threat of fraud, we leverage the latest

frontier AI models to enhance our platform

capabilities alongside proprietary data and

explainable decisioning

– Trust-centred AI deployment: Extending

our identity services to AI-agents and

agentic workflows while maintaining

governance, auditability, and regulatory

compliance

Regulatory expectations around customer

due diligence, privacy, data protection and

identity assurance continue to rise, with a

wave of regulatory developments globally

including: the United Kingdom with the Online

Safety Act; eIDAS 2.0 introducing a

harmonised digital identity framework across

Europe, mandating adoption of secure digital

identity wallets; in Australia, Tranche 2

anti-money laundering reforms, and ongoing

expansion of state privacy legislation in the

United States.

Advances in AI and machine-learning (ML)

are simultaneously expanding the

opportunity and intensifying the threat,

accelerating fraud sophistication while

enabling us to deploy more powerful platform

capabilities in response. We are also

embedding AI internally to enhance

productivity, improve scalability and

accelerate delivery to safely enhance

productivity and improve operational

performance.

Our foundation for deploying AI is anchored

in three reinforcing pillars which sustain our

differentiation: (i) our access to a broad range

of proprietary and permissioned data sets

built up through our significant domain

knowledge of the space; (ii) the network

effects from billions of identity and location

interactions that compound match-rate

performance and fraud outcomes over time;

and (iii) explainable, configurable decisioning

that customers can evidence to regulators

with high standards of governance and

auditability required to operate in regulated

environments.

Trust is foundational to everything we build,

and in an AI-native world, it matters more

than ever. We are already extending our

identity and location capabilities to the

AI-agents and agentic workflows increasingly

running critical business processes, including

the recent launch of GBG for Agents,

essentially agentic capabilities powered by

the GBG platform, including the first agent

decisioning layer for addresses in the market,

utilising our verify location capability.

Building momentum in our

Americas Identity business

– Good execution improvements: Sales

productivity initiatives reduced time-to-

revenue by >50%; an increase of 20% more

renewals containing minimum commitments,

and 3x new business ACV with >35%

pre-committed

– Q4 return to growth: Strengthened

leadership delivered a return to growth

inQ4 through enhanced customer

segmentation and disciplined focus

oncoresectors

– FY27 integration strategy: Bringing

together Identity and Location under a

single GTM leadership will unlock cross-sell

opportunities across strategic accounts,

supported by our expanded Equifax

partnership

Our clear objective in Americas Identity this

year has been to reaccelerate growth

through better operational execution, while

retaining our strong profitability of the

business. An improved onboarding process

has reduced time-to-revenue by more than

50%, customer base segmentation is

complete, and we are generating stronger

opportunities from our core sectors.

With a strengthened leadership team in place,

our initiatives in FY26 have focused on

deepening our relationships with existing

customers to reduce churn and align our

Go-to-Market (GTM) offering with their

long-term requirements. We have achieved

tangible results: a 20% increase in renewals

containing minimum commitments and 3x the

new business ACV with over 35% pre-

committed, improving revenue visibility into

FY27.

These initiatives delivered a return to growth in

Q4, which has continued into FY27 to date. Our

Identity and Location GTM teams are now

combined under single leadership to unlock

cross-sell across strategic accounts. The

Equifax partnership expansion into the US,

integrating proprietary US data with GBG Go,

reinforces our competitiveness for customers

upgrading their identity and fraud prevention

capabilities.

Accelerating GBG Go platform

adoption

– GBG Go platform momentum: All-in-one

adaptive identity platform exceeded

expectations with 100+ contracts signed,

225+ qualified leads, and over 25% of

contracts involving multi-solution

deployments since launch

– AI-powered analytics in GBG Foresight:

Anintelligence layer providing performance

insights, peer benchmarking, and real-time

alerts to optimise identity performance

across onboarding, fraud, and compliance

launched May 2026

Turning our insight into clear

opportunities

A significant milestone for GBG, bringing

together 115 customers, partners and

industry leaders at our first flagship

growth conference, hosted in the City of

London. The event showcased how we

enable growth every day by connecting

insight, innovation and relationships

through the capabilities we deliver.

Hosted by our go-to-market teams, the

event helped educate senior decision

makers, build new relationships and

deepened engagement across existing

accounts. We reinforced GBG’s thought

leadership in digital identity, while

delivering a good pipeline of opportunity

that the sales team continues to execute

to support our future growth.

The agenda featured expert speakers

from leading global organisations as

panel sessions explored compliance as a

growth driver, agentic AI and the evolving

digital identity landscape. ‘Growth:

Unlocked’ set a new standard for how we

build momentum, trust and engage with

stakeholders, and the next instalment

will be held in America this June in

New York City.

Spotlight on: Growth Unlocked

1 Projected impact of Synthetic ID fraud - Deloitte Centre

for Financial services

GBG Annual Report and Accounts 2026

GovernanceStrategic report Financial statements

CEO’s review continued

Accelerating GBG Go platform

adoption continued

– 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.

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.

The next phase of GBG Go’s development will

accelerate the innovation roadmap. This work

is fully planned and costed, and the

investment will be deployed via outsourced

development resources to supplement our

own teams. We will invest to expand Go’s

fraud and identity signal coverage through

device, behavioural, biometric and Digital ID

capabilities across more regions. Embedded

AI-driven analytics and real-time

performance monitoring will enhance

orchestration, and to deliver this quickly,

streamlining developer integration to reduce

the time-to-value, and be agent-ready, to

enable native agentic workflow integration.

Transition to a global operating

model to support our growth

– Global operating model transition:

Established regional GTM structures

covering Identity and Location in Americas,

EMEA, and APAC, with global marketing and

partnerships teams for consistent

execution

– Platform consolidation and data strategy:

Transition to single cloud infrastructure as

we deploy a global CRM and data-lake

architecture to harness billions of

operational data points to power

innovations like Foresight

– Innovation: Leveraging frontier generative-

AI models enables our developers to launch

new capability to market 3.5x faster; the

Spark Hub innovation incubator will utilise

this for areas such as agentic-AI and

continuous fraud prevention

A key focus has been the evolution of our

operating model to better support our

platform-led growth strategy. Our move to a

global, functional operating model is important

to drive scale and efficiency over the long-

term. We have made good progress in aligning

around global structures designed to serve

customers more consistently and efficiently.

With GTM organisations in the Americas, EMEA

and APAC regions now responsible for both

Identity and Location, there is clearer

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%

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

primarily due to the use of a higher discount

rate within our annual impairment review,

which is explained further in the Financial

review.

Read more on pages 24-27

2 Excludes revenue related to the legacy Compliance

platform that will be retired, as indicated in our

1H26results

GBG Annual Report and Accounts 2026

GovernanceStrategic report Financial statements

CEO’s review continued

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.

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

2 June 2026

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.

GBG Annual Report and Accounts 2026

GovernanceStrategic report Financial statements

The following details the principal Key Performance Indicators (‘KPIs’) used by the Group

Revenue growth at constant

currency (%)

2026

2025

2024

2.7

3.0

3.2

Revenue and revenue growth are used for internal

performance analysis to assess the execution of

our strategies. This is measured on a constant

currency basis to remove the impact of changes in

exchange rates.

Net revenue retention (NRR)

(Identity and Location only) (%)

2026

2025

2024

99.1

101.4

100.0

This is calculated as constant currency revenue

growth excluding revenue from brand new customers

within the past 12 months. GFS is excluded since the

timing of GFS revenues can distort NRR and we

therefore review annual recurring revenue for the GFS

segment separately.

1 Restated following the segment change to include our

UK-focused Identity Investigation solutions in our

Identity segment.

Repeatable revenue (%)

2026

2025

2024

94.8

94.5

94.4

The percentage of revenue from subscriptions or

consumption.

Adjusted operating

profit (£)

2026

2025

2024

61.2

67.0

67.5

This is used for internal performance analysis and

to assess the execution of our strategies.

Management believe that this adjusted measure

isan appropriate metric to understand the

underlying performance of the Group.

Adjusted operating profit

margin (%)

2026

2025

2024

22.1

23.7

This is used to demonstrate how effective we are at

converting revenues into profits, and assessing

operational performance and efficiencies.

Adjusted diluted Earnings per

share (p)

2026

2025

2024

15.1

17.4

19.0

Earnings per share is calculated as diluted earnings

per share from continuing operations on both an

adjusted and unadjusted basis.

Net debt (£)

2026

2025

2024

80.9

48.5

80.1

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.

Cash conversion (%)

2026

2025

2024

90.6

91.3

86.6

This is calculated as cash generated from operations

in the Consolidated Cash Flow Statement, adjusted

toexclude cash payments for normalised and

exceptional items, as a percentage of

AdjustedEBITDA.

Trust, proven

in performance

Key performance indicators

The Board monitors the Group’s progress against its strategic objectives and the financial

performance of the Group’s operations on a regular basis. Performance is assessed against the

strategy and budget using financial and non-financial measures.

The Group has streamlined its core KPIs during the year to focus on metrics most closely

aligned to internal performance management and strategic priorities. As a result, certain KPIs

disclosed in the prior year have been removed.

A summary of performance against these core KPIs is set out below. Statutory measures are

those taken directly from the Consolidated Statement of Profit or Loss or Consolidated Balance

Sheet. Non-statutory measures are defined within the last note to the financial statements.

GBG Annual Report and Accounts 2026

GovernanceStrategic report Financial statements

Financial review

Principal activities and

business review

David Ward

CFO

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 Operating 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 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.

GBG Annual Report and Accounts 2026

GovernanceStrategic report Financial statements

Financial review continued

FY26

£’000

FY25

£’000

Revenue 285,044 282,717

Gross profit margin 69.5% 70.0%

Adjusted operating profit 67,524 67,038

Adjusted operating profit margin 23.7% 23.7%

Share-based payments (4,442) (5,078)

Amortisation of acquired intangibles (33,158) (34,843)

Goodwill impairment charge (73,145) -

Compliance platform write-off (16,474) -

Other exceptional items (8,375) (4,467)

Operating (loss)/profit (68,070) 22,650

Net finance costs (6,466) (6,923)

(Loss)/profit before tax (74,536) 15,727

Total tax charge (551) (7,096)

(Loss)/profit for the year (75,087) 8,631

Final dividend per share (pence) 4.40 4.40

Diluted (loss)/earnings per share (pence) (30.7) 3.4

Adjusted diluted earnings per share (pence) 19.0 17.4

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 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 Statement.

Looking ahead, after several years of tight cost

discipline, we are excited by the technology

and product advances that the additional £6

million of investment approved for FY27 will

support. We appraised this investment versus

all other potential uses of available capital, and

the financial return on the planned investment

is significantly higher than alternative uses,

including share buybacks.

FY26

£’000

FY25

£’000

Reported

Change %

Constant

Currency Change

Total operating expenses 266,262 175,179

Amortisation of acquired intangibles (33,158) (34,843)

Equity-settled share-based payments (4,442) (5,078)

Impairment of goodwill (73,145) -

Compliance platform write-off (16,474) -

Other exceptional items (8,375) (4,467)

Adjusted operating expenses 130,668 130,791 (0.1%) 2.0%

GBG Annual Report and Accounts 2026

GovernanceStrategic report Financial statements

Financial review continued

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 cash flows 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 cash flows in the value in use model.

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.

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 17. The

conclusion of the valuation was that the

carrying amount exceeded the recoverable

amount under the IFRS methodology and

therefore a non-cash, exceptional

impairment charge of £73.1 million has been

recognised.

Compliance platform write-off

Following the decision to retire the

Compliance platform, a non-cash write-off

charge of £16.5 million was recognised in the

year to write-down the value of the assets

associated with this product.

Other exceptional items

Other exceptional costs of £8.4 million (FY25:

£4.5 million) were incurred in the year. These

represent strategic investments to drive

growth and increase global alignment which

are considered non-recurring and have been

excluded from adjusted results to ensure

consistency of comparison between periods.

These costs comprise:

– Business transformation costs of £4.3 million,

including the global CRM rollout and

corporate data infrastructure platform;

– Simplification and realignment initiatives of

£1.9 million including organisational

restructuring, and other costs associated

with the transition to our single global

operating model;

– Costs of £1.9 million related to the move from

AIM to the Main Market of the London Stock

Exchange, completed in October 2025; and

– Costs of £0.2 million associated with the

DataTools acquisition and a potential

acquisition which did not proceed.

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).

GBG Annual Report and Accounts 2026

GovernanceStrategic report Financial statements

Financial review continued

Cash flows continued

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: £53.1m) 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.

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).

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 16.

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 Group has a proportion of its debt

denominated in US and Australian dollars,

which provides a natural hedge against USD

and AUD denominated assets and cash flows.

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 announced

afurther share buyback programme of up to

£10 million, following the completion of the

FY26 programme. The programme is expected

to run for approximately six months.

Approved by the Board on 2 June 2026

David Ward

Chief Financial Officer

2 June 2026

GBG Annual Report and Accounts 2026

GovernanceStrategic report Financial statements

Principal risks

GBG’s principal risks

Risk management overview

GBG’s approach to risk management is

described in GBG’s Risk Management

Framework (RMF) document. The framework

helps GBG manage risk so it can safely

achieve business objectives by aligning risk

strategies with these objectives. The RMF is

owned by the Board, applies globally and is

aligned to external risk management best

practice. The framework is reviewed and

approved by the Board annually.

Risk strategy

GBG’s risk strategy recognises that trust is

built by identifying and managing the risks

that exist as a natural consequence of doing

business. Key to GBG’s risk strategy is the

nurturing of a positive risk culture. Business

processes, training and communications

ensure all team members at GBG understand

their role when it comes to managing risks.

Approach to risk management

Risk management is essential to GBG’s

strategy, helping us embrace opportunities

responsibly and deliver sustainable growth.

GBG’s Chief Regulation Officer (CRO),

together with GBG’s Global Information

Security Officer (CISO) & Risk Manager and

GBG’s Internal Audit Manager, provide

independent updates to the Board and Audit

& Risk Committee on the effectiveness of

GBG’s control environment. They have direct

access to the Chair of the Board and the

Chair of the Audit & Risk Committee and

attend the Audit & Risk Committee meetings

to provide their views about the management

of risk at GBG.

Overall, as reported to the Board, the RMF

and control environment is considered

effective. Enhancements to the RMF

implemented in this reporting period include:

increasing the emphasis on the risks

associated with Artificial Intelligence (AI),

updating risk registers and work preparing

GBG to meet Provision 29 of the 2024 UK

Corporate Governance Code and creating a

global regulatory tracker.

Emerging and topical risks

External events, topical and emerging risks

which have the potential to adversely impact

GBG are considered closely.

Evolving technology and AI

At GBG, AI is being embraced to innovate

products and services, automate processes

and enhance efficiency. As AI is developing at

speed, we recognise it has the potential to

amplify existing risks and present new risks.

At GBG, in line with our AI policy we

proactively identify and assess the risks to

enable safe, innovative and compliant AI use.

An AI Steering group, led by our Chief

Technology Officer, is in place to enable

innovation using AI securely, reporting any

material risks or issues to the Business Risk

Committee.

Geopolitical risk

GBG’s exposure to regions affected by

geopolitical unrest, including the ongoing Iran

conflict, is negligible. There continues to be

no appetite to do business with Russian

based entities and GBG does not have any

offices or operations in the Middle East. As

with any global technology company, it is the

potential for adverse impact on the global

economy which is the main concern.

Tariffs and economic uncertainty

GBG continues to have a strong presence in

the US, however changes to trade

arrangements or worsening economic

conditions can create uncertainty for our

customers with resultant impacts for GBG.

GBG’s risk management life cycle

GBG has a four-stage process for managing risk. This involves:

Climate change

Climate change poses a risk to businesses

worldwide. Given the nature of GBG’s

business activities, this is not currently

considered a material risk to GBG. However

this situation is assessed regularly to assess

the potential for longer term impacts.

Risk

processes

Identifying the risks that

could occur and building

a “risk library” so we have

a common language for

thinking about risk

Implementing control

improvement plans and

escalating where

required

Assessing the level of risk,

considering the impact

and likelihood of a risk,

after consideration of

control effectiveness

Reporting the level of risk

and quality of controls

GBG Annual Report and Accounts 2026

GovernanceStrategic report Financial statements

Roles and responsibilities

Principal risks continued

Business Risk Committee

The Business Risk Committee is attended by the

Executive Team and focuses on risk management

performance, reviewing material new risks and the root

cause of any material incidents.

Specialist risk management teams

Specialist teams help to manage GBG’s key risks. In

information security, compliance, finance, legal, and risk,

experts are responsible for Group policy and help

everyone at GBG understand their role in the identification,

assessment and management of key risks and issues.

Audit & Risk Committee

The Audit & Risk Committee assesses and monitors

progress in managing GBG’s key risks and has the

responsibility of reviewing the effectiveness of the RMF,

making recommendations to the Board about any

changes that may be required. The Committee sets the

internal and external audit plans.

Internal audit

GBG adopts the ‘three lines model’. Internal audit activity is coordinated by GBG’s Internal Audit Manager. Audits are

conducted to assess controls over key risks. Where required independent third-party auditors may be used, for example

where specialist skills are required. Findings and recommendations are reported to the Audit & Risk Committee.

Further assurance is obtained from external independent bodies which conduct periodic reviews for GBG to maintain certain

accreditations and from second line assurance activities in areas like privacy compliance.

Executive Team

The Executive Team supports the Chief Executive

Officer with risk ownership and is responsible for GBG’s

key risks. Together with the Board it is responsible for

promoting a positive risk culture and reviewing and

monitoring how much risk GBG is willing to tolerate

(within the Board’s risk appetite).

GBG’s risk management framework

The Board

The Board reviews the recommendations made to it by the Audit & Risk Committee and

oversees strategic risk through our strategic planning cycle. During the year, the Board is

also updated on a range of risk topics. These have included:

– Monitoring and reviewing Group strategy

– New product and technology updates

– Going concern reviews and appropriate stress scenarios

– Information security risk management performance

– People initiatives

– Compliance with applicable laws and regulations

– Relationships with investors

– Governance and regulatory developments

GBG Annual Report and Accounts 2026

GovernanceStrategic report Financial statements

Principal risks continued

Risk culture

At GBG we recognise risk culture has a

significant impact on our ability to manage

risk. GBG’s Executive Team is responsible for

establishing, communicating and promoting

the Board’s expected risk culture, which

aligns with GBG’s strategy, objectives and risk

management principles. At GBG, a positive,

proactive risk management culture is

expected and embedded within our values

and expected behaviours.

Risk strategy and risk appetite

GBG’s risk strategy is embedded within its

objectives and strategic aims. GBG’s risk

strategy is to proactively identify, measure

and report the risks that exist as a natural

consequence of doing business. GBG’s risk

management strategy includes investing in

appropriate levels of controls to keep GBG

secure, support sustainable business growth

and minimise losses.

Risk appetite is defined as ‘the amount and

type of risk that we are prepared to seek,

accept or tolerate. The risk appetite

framework is built around the principle of

setting the risk appetite in line with business

strategy and aligned to controlling key risks.

The Board challenges and approves appetite

statements which are then translated into

policy and process. We use key risk

indicators to measure risk appetite

performance against agreed thresholds.

Risk policies

GBG’s policy framework is global and sets the

standards and expectations that must be

observed when working and doing business

across the various jurisdictions where we

operate. Policies align with the top risks and,

where necessary, team members are

required to attest to having read and

understood the policy.

Risk training

At GBG we take a blended approach to risk

awareness training and communications. All

team members participate in regular training

on key risk topics and everyone is reminded

routinely of the importance of their role in

managing risk in GBG. Where necessary

online assessments are used to reinforce

riskknowledge.

Risk incident management

Mechanisms are in place to report and

manage internal and external incidents which

impact or could impact GBG adversely.

Business continuity, disaster recovery and

incident management plans are in place and

periodically tested. We closely monitor levels

of business disruption and these remain low.

Risk categories

GBG has identified five principal categories of risk that we face as a business.

Operational risks Privacy risks Financial risks Strategic risks Conduct risks

The risks that affect GBG’s

ability to execute its strategy

Board risk

appetitestatement:

GBG has minimal appetite for

operational disruption which

could adversely impact our

customers or reputation. We

have low appetite for financial

loss arising from inadequate

systems, process, people or

external events. We implement

appropriate levels of control to

maintain operational resilience

while growing sustainably

Risks relating tofailureto be

compliantwith global privacy

regulations

Board risk

appetitestatement:

GBG expects to meet all

relevant privacy rules and

regulations in the countries

within which GBG operates.

We have no appetite for

majorbreaches

Risks relating to market,

liquidity andcredit risks

Board risk

appetitestatement:

GBG maintains a prudent

liquidity profile to ensure we

meet our short and long-term

commitments and a balance

sheet structure that has stable

sources of funding. We aim to

deliver high quality consistent

earnings and have low appetite

for earnings shocks

Risks that affect or are

created by GBG’s strategic

objectives

Board risk

appetitestatement:

GBG maintains appetite for

growth from complementary,

diverse sectors which provide

good long term investment

returns. GBG offers our

products at prices which

appropriately balance risk,

growth and reward

Risks relating to GBG’slegal

and regulatory compliance

Board risk

appetitestatement:

GBG aims to comply with all

relevant regulations and laws

inthe jurisdictions within

whichwe operate. We seek

tomaintain robust governance

arrangements and meet

ethical, environmental and

societal expectations including

transparent tax behaviour

GBG Annual Report and Accounts 2026

GovernanceStrategic report Financial statements

Principal risks continued

Risk heatmap

Information security

Competition

Customer

Privacy compliance

Internal information technology

assetsand services

Financial

People

Legal

Operational resilience

Likelihood

Impact

GBG’s risk profile

GBG’s risk profile remains stable. The latest principal residual risks are set out below together with a summary of the control measures and mitigations.

GBG’s key risks

Risk categories Risk Description Mitigation Progress

Operational

Information

Security

The risk of cyber attacks

breaching controls,

resulting in the loss or

compromise in the

confidentiality, integrity

and/or availability of GBG’s

information assets

– GBG operates an ISO 27001 certified Information Security

Management System that provides a global set of information

security controls to protect GBG’s information assets

– GBG’s products meet and maintain international standards of

security certification including Cyber Essentials, SOC2, PCI DSS and

FedRAMP where appropriate

– A global team of skilled security professionals is in place, led by the

Global Chief Information Security Officer & Risk Manager, supported

by regional security leadership, with a fully functioning 24/7

Security Operations Centre

– Threat and vulnerability management systems and processes are in

place to manage remediation of any issues identified

– GBG Security Engineers ensure security controls are implemented

by design

– All team members receive information security training and

communications and are subject to regular phish testing

– GBG regularly assess the risk level of all GBG’s critical suppliers

– As for all businesses the risk of cyber attack is

significant and continues to be treated as one of

the main threats to GBG

– GBG recognises the need to continue to invest in

cyber security and has continued to invest in

areas like cloud security and the emerging

security risks associated with AI, which has the

potential to amplify attacks as well as create

internal security risks

– GBG’s commitment to being secure and

trustedcan be viewed at our Trust Centre:

gbgplc.com/trust-centre

Key:

Increased Decreased Stable

GBG Annual Report and Accounts 2026

GovernanceStrategic report Financial statements

Risk categories Risk Description Mitigation Progress

Strategic

Competition

Risk of being undercut on

price, reducing margins, or

competitors introducing

new products which would

make GBG uncompetitive

– GBG works to identify and manage trends, threats and

opportunities, pursuing a business strategy that seeks to build a

strong reputation in the industry and ensure a sustainable future

– Competition factors are incorporated in a thorough strategic

planning lifecycle, e.g. changes in competition, market trends,

regulatory changes limiting or opening sources of data or creating

market opportunity. We have also introduced a market planning

team to ensure our product innovation addresses the biggest

market opportunities globally

– Our business development, marketing, product and strategy teams

track the broad spectrum of privately held and publicly listed peers

in our markets and this information influences the go-to-market

strategy

– We seek to develop differentiated product capability, adding data

and functionality and deliver end-to-end propositions for

customers covering the Identity life cycle. We have also significantly

invested in our data platform ensuring that we are leveraging data

and AI to strategically differentiate our services

– The product portfolio is continually enhanced, focusing on

innovation through a mix of investments to fund development,

partnering, acquisition and strategic recruitment. Accelerated

investment in our strategic platform that is aligning our capabilities

and allowing us to serve emerging innovations

– There remains strong focus on extending GBG’s reach in our core

target markets including the Americas, UK, EMEA, and APAC

– In a fragmented market, GBG’s focus on product

development has enabled geographic and

market expansion increasing our competitive

advantage in key markets where our scale is an

advantage. This has built GBG into a profitable

and cash generative business that is one of the

largest identity and location providers

– We maintain active monitoring of acquisition

opportunities which are continually being

considered to further develop GBG’s strategic

aims and differentiate GBG from the competition

Strategic

Customer

Risk of a reduction in

revenue from existing

customers caused by

internal or external factors

e.g. economic conditions

impacting demand or

failure to meet customer

expectations

– Customer needs-based, innovative product development and

adding value to existing customer integrations

– Business plans focused on retaining business, winning new

business, and broadening the range of products used by our

existing customers

– Prioritisation to ensure investment is directed to the right areas,

while continuing to invest appropriately in the business to support

growth

– Ongoing simplification of GBG’s onboarding processes and

collateral produced explaining the use of AI in our products to our

customers

– GBG recognises there are many factors that can

have an adverse impact on customer experience

resulting in a reduction in the use of GBG

products and services. Performance indicators

are in place to measure these factors

– In addition to the close customer relationships

which we maintain, we proactively seek ‘voice of

customer’ feedback so action can be taken on

any weaknesses

– GBG’s focus is on maintaining customer

retention, delivering to our customers’ service

expectations and continuing to expand and

innovate our solutions to meet their needs

Key:

Increased Decreased Stable

Principal risks continued

GBG’s key risks continued

GBG Annual Report and Accounts 2026

GovernanceStrategic report Financial statements

Principal risks continued

Risk categories Risk Description Mitigation Progress

Privacy

compliance

Risk of GBG global

products and services

being non-compliant with

privacy rules and

regulations

– A dedicated global legal and privacy team is in place led by the

Chief Regulation Officer and Chief Privacy Officer

– Working with internal business areas, this team is collectively

responsible for monitoring changes to legislation, ensuring privacy

and data compliance in GBG is ‘by design’, team members

understand what is required, effective controls are in place and

GBG delivers on our regulatory obligations for all stakeholders

– All GBG team members receive privacy and AI governance training

annually

– GBG also has access globally to a range of external professional

advisors, seeks to maintain a positive relationship with regulators

and undertakes continuous monitoring to ensure processes are

effective and team members comply with privacy and AI

governance requirements

– Internationally, privacy and data protection

regulations continue to evolve, particularly in the

US and in relation to AI, alongside increasing

awareness of individual rights

– GBG maintains a comprehensive global privacy

and AI governance programme that strengthens

our compliance posture and supports responsible

innovation, with controls understood and

embedded. Our strong approach to privacy and

ethical data use is increasingly recognised as a

differentiator by our customers. Data ethics

remains a central pillar of GBG’s impact strategy,

guiding how we design, deploy, and monitor both

data driven and AI enabled products

– Ongoing training and awareness ensure that our

teams continue to apply best practice in data

handling, privacy and AI governance

Operational

Internal

information

technology

assets and

services

Risk of loss, disruption or

damage because of the

failure or inflexibility of IT

systems or IT services

– Prioritised technology development audits and roadmaps ensure

systems are maintained, performance is optimised and end-of-life

IT is carefully managed

– Full lifecycle IT service management processes are in place

including detailed procedures covering incident and problem

management, change management, capacity management, access

management and risk management

– ‘Lead to Cash’ systems are being upgraded and

centralised

– Modernisation of Jira from on-premises to cloud

has been delivered providing additional features

and flexibility

– A range of AI enablement activities have been

delivered to help team member productivity in

accordance with AI governance policy

GBG’s key risks continued

Key:

Increased Decreased Stable

GBG Annual Report and Accounts 2026

GovernanceStrategic report Financial statements

Principal risks continued

Risk categories Risk Description Mitigation Progress

Financial

Risk of losses arising from

movements in market

variables (e.g. FX and

interest rates) or failure to

maintain sufficient

available liquidity to meet

current liabilities and

finance group investment

activities

– Financial Key Performance Indicators are in place for all measures of

financial performance, including net debt, adjusted EBITDA to

operating cash conversion percentage, level of overdue receivables

and leverage and interest cover under our Revolving Credit Facility

(RCF)

– These metrics are routinely reported to the Executive Team and Board

to enable decision making and broken down by business unit and region

– A Treasury Committee is in place to monitor and manage liquidity

and funding, interest rate risk, foreign exchange (transaction and

translation) counterparty credit risk and operational risk

– Group cash balances are reported on a weekly basis to support

cash flow forecasting. As set out in the going concern statement in

note 2.2, in the event of a forecast liquidity issue, the Group has a

range of measures available to it to reduce cash outflows or access

alternative sources of funding

– The management of operational risk includes the segregation of

duties, maintenance of accurate records, reconciliation of key

records, and close supervision of financial risk management

activities by the Treasury Committee and Board

– Financial risk remains well controlled

– Financial risk KPIs remain within risk appetite and

are monitored closely

– The Group has refinanced the RCF until at least

September 2030, with two one-year extension

options. Combined with a £75 million Accordion

option, this Facility provides security and

flexibility to support the Group’s growth

ambitions

– Interest rates in our key markets have reduced

over the past year, although the current macro

volatility is expected to slow the pace of future

reductions

– Detailed progress is covered in the financial

statements of the Annual Report

Operational

People

There is a risk that GBG

fails to attract and retain

talented team members in

a highly competitive

market, resulting in key

skills gaps and/or reducing

our ability to grow

– Key metrics are in place to monitor attrition rates, vacancy levels

and employee engagement. We continue to invest in and offer

opportunities for team members’ growth and development

– Total reward packages are competitive and reviewed regularly

– GBG’s working practices empowers all our team to manage their

work commitments with a focus on collaboration that brings team

members together

– The Board’s effectiveness and skill set are regularly assessed, with

new members recruited as needed, which supports succession

planning, enhances the Board’s capabilities, and ensures GBG

retains strong Executive and Independent Non-Executive Directors

– Like many organisations, GBG operates in a

competitive market however the level of people

risk remains stable

– In the last 12 months we launched a new people

strategy which includes an updated Employee

Value Proposition, hybrid workforce design and

globally aligned performance and reward

systems

– GBG won the Gallup Exceptional Workplace

award for engagement this year and our annual

team member survey continues to demonstrate

high levels of engagement with 87% of team

members saying they would recommend GBG as

a great place to work

– New leadership and management development

programmes have been launched and we

continue to invest in our high performing leaders

GBG’s key risks continued

Key:

Increased Decreased Stable

GBG Annual Report and Accounts 2026

GovernanceStrategic report Financial statements

Principal risks continued

Risk categories Risk Description Mitigation Progress

Conduct

Legal

Risk of disruption or

adverse impact due to

unenforceable contracts,

lawsuits, adverse

judgements or other legal/

regulatory proceedings

– GBG has a global legal team which is led by the Chief

RegulationOfficer

– The legal team actively monitors emerging legal risks and new

regulations, proactively advises on disputes and issues and

regularly reviews GBG’s standard contract templates to mitigate

risk andsimplify

– GBG instructs external counsel in each jurisdiction in which it

operates to supplement internal legal expertise, as necessary

– Legal risk has remained stable throughout this

reporting period

– We have reviewed and simplified our standard

contract templates in all of our regions to ensure

that they are easy to understand and reflect new

regulatory requirements

– Operating in the USA means that potential for

USA litigation/class action remains possible,

even where there is no case to answer. However,

we have not seen this risk increase over the past

year

Operational

resilience

Risk of unplanned

disruption impacting GBG’s

ability to deliver critical

operations

– GBG operates a global service & operations framework to ensure

the resilience and reliability of its products and services. This

includes 24/7 operational monitoring and regional support coverage

to detect and respond to service issues

– Formal incident management, problem management and change

management policies govern the management of service

disruptions, root cause analysis, and controlled system changes.

These polices are published through GBG’s Trust centre, providing

transparency for customers

– Major incidents are managed through defined processes, while

problem management activities drive root cause resolution and

continuous service improvement

– GBG operates structured change management governance to

ensure that system changes are assessed, approved and

implemented through controlled processes

– Service availability remained strong during the

year. Operational incidents were managed

through established governance processes, with

continued improvements in monitoring

capability, operational resilience and service

management practices

– Change governance processes continue to

mature with enhanced operational oversight and

collaboration between service & operations and

engineering teams to support platform stability

and service reliability

GBG’s key risks continued

Key:

Increased Decreased Stable

GBG Annual Report and Accounts 2026

GovernanceStrategic report Financial statements

Principal risks continued

Emerging risks

As ever, the risk landscape continues to

evolve. GBG continually scans the horizon for

regulatory developments, market trends and

changes in customer expectations. It is this

ability to identify, assess and respond flexibly

to these changes that will ensure the

sustainability of the business. In the last 12

months the risk profile remainedstable.

Consideration is given to the impact of the

external environment. Issues such as political

instability and economic factors like inflation

and interest rates are regularly reviewed for

impacts on GBG’s risk profile. Recent

developments, including changes in US tariff

policy, have increased levels of economic

uncertainty, which can adversely affect

customer demand for GBG’s products and

services. In addition, ongoing geopolitical

tensions in the Middle East, including

developments involving Iran, can contribute

to volatility in energy prices with resultant

inflationary pressures. Such conditions could

adversely impact the market conditions in

which GBG operates.

When necessary, we conduct reviews to

make sure our strategy is aligned to market

and competitive developments. There is a

role for GBG to guide our customers through

changes and trends, particularly in regulation,

that will impact their businesses.

AI creates opportunities for GBG but also

risks. AI developments, and the potential for

fraud, could positively impact demand for

some GBG services e.g. our products can and

do detect ‘deep fakes’. Building on our

existing capabilities in machine learning

allows AI to be used and augment our current

products and services. GBG proactively plans

to ensure its preparedness for the

unexpected.

Disclosure in the media of cyber attacks

causing loss or disruption in well-known

businesses are a frequent occurrence. GBG

always take the opportunity to review such

events impacting third parties and to learn

from the experience. The Board reviews

external security events too as they are

reported in monthly Security Boardreports.

As for most firms, the threat of disruption

caused by cyber crime is recognised as a

continually evolving and significant threat to

GBG. GBG will continue to invest to maintain

robust controls and meet customer and

regulatory expectations.

Naturally, there is always the potential for

unexpected internal or external events to

adversely impact on GBG, so we have tried

and tested operational resilience and

redundancy, disaster recovery and incident

management plans in place.

Going concern and viability

statement

A detailed going concern and longer-term

viability review has been undertaken as part

of the FY26 reporting process.

The Group’s strategic priorities, business

model and the long-term structural growth

trends of its markets, together with the

factors likely to affect its future development,

performance and capital and liquidity

positions are set out in the Strategic Report,

along with the Group’s approach to risk and

management. In addition, the Financial

statements include notes on the Group’s

borrowings (note 25), its capital management

and liquidity risk (note 29) and financial

instruments (note 29).

The Directors perform an in-depth

assessment of the principal risks facing the

Group, as detailed on pages 31 to 35,

including those that will threaten its business

model, solvency, liquidity or future

performance and undertake a robust review

and challenge of the strategy and

assumptions.

Each year the Directors conduct a strategy

session reviewing the internal and external

environment, the principal risks, as well as

significant threats and opportunities to the

sustainable creation of long-term

shareholder value. The output from this

session is reflected in the Group’s strategy

and business model which is regularly

reviewed as part of Board and Audit and Risk

Committee meetings.

The viability review includes consideration of

the Group’s current and forecast solvency

and liquidity positions over a three-year

period and evaluates the results of stress and

scenario testing. This period is considered

appropriate for the following reasons:

– The availability of external funding from our

RCF which expires in September 2030

– This time horizon is in line with the financial

information considered in the annual Board

strategy session

The Directors consider that the Group

hasarobust business model with high levels

of recurring revenue from solutions that are

critical to the businesses which use them

anda track record of significant cash

generation. When coupled with a £175 million

multicurrency RCF, this provides the Group

with significant cash flows and liquidity in the

Group’s long-term plan over the three-year

assessment period. As at 31 March 2026, net

debt was £80.1 million, £63.4 million remained

undrawn on the facility and leverage was

significantly below the maximum covenant

level of 3.0x.

The Directors’ assessment includes a

financial review, which is derived from the

Group’s budget and long-term plan, being the

most recent Board-approved forecasts.

The assessment incorporated severe but

plausible scenarios aligned to the principal

risks and uncertainties set out on pages 31 to

35. Each scenario was stress-tested

individually and in combination. In all cases,

the Group had sufficient resources to

operate within existing debt facilities.

The Directors also reviewed the reverse

stress test which was undertaken to illustrate

the scenario needed to breach covenants

within three years. The possibility of this

scenario arising was deemed highly remote.

Going concern

Based on the going concern assessment in

Note 2.2 to the financial statements, the

Directors have a reasonable expectation that

the Group has sufficient resources to

continue in operational existence for the

foreseeable future, and at least for the period

to 30 September 2027. For this reason, they

continue to adopt the going concern basis in

preparing the financial statements.

Longer-term viability statement

The directors have assessed the prospects of

the Group in accordance with Provision 31 of

the 2024 UK Corporate Governance Code,

with reference to the Group’s current

position and prospects, its strategy, risk

appetite, and the potential impact of the

principal risks and how these are managed.

Based on this assessment, the directors have

a reasonable expectation that the Group will

be able to continue in operation and meet its

liabilities as they fall due over the three-year

assessment period to 31 March 2029.

GBG Annual Report and Accounts 2026

GovernanceStrategic report Financial statements

ESG overview

In FY26, we continued to turn

our commitments into action.

From reducing our emissions

to deepening our approach to

inclusion and social value, we

continue to embed

responsibility, inclusion and

sustainability globally.

Environment

SBTi

committed to

developing a net

zero target

100%

renewable energy

at our UK

headquarters

53%

of suppliers

mapped

1,133

tCO

↓

reduction in total

emissions from

FY25 base year

10%

↓

reduction in Scope

3 emissions from

FY25 base year

Governance

External ESG ratings

& disclosures

“ Acting responsibly underpins

how GBG approaches

governance, sustainability and

risk management. This focus

supports confidence in our

business today and resilience

over the long term”

Michelle Senecal de Fonseca

Workforce Engagement NED, Board

ofDirectors

Material ESG topics

We use the outputs of our materiality

assessment, as a reference point to

understand which ESG topics are most

important to our stakeholders and most

relevant to the long-term success of the

business.

The assessment considered stakeholder

input alongside business risk and

opportunity, enabling us to prioritise focus

areas and ensure our ESG efforts remain

targeted and proportionate. The results

continue to inform our ESG strategy,

governance focus areas and reporting

priorities, providing a consistent framework

for decision making as expectations evolve.

Further detail on the material topics

identified and how we manage them is

available in the Impact Report.

Alignment with the UN

Sustainable Development Goals

Our impact strategy supports selected

UN Sustainable Development Goals

(SDGs) that align most closely with our

business model and areas of impact.

Our primary focus includes:

SDG 8 Decent Work and Economic

Growth: supporting safe digital

access and economic participation

SDG 10 Reduced Inequalities:

helping break down barriers to

identity inclusion

SDG 16 Peace, Justice and Strong

Institutions: building trust, security

and resilience in digital systems

These SDGs provide a global framework

for understanding our contribution to

wider societal outcomes. Further detail is

available in our Impact Report.

Social

1,055

team members

across

countries globally

36.9%

female

representation

globally

87%

would recommend

GBG as a great

place to work

11,422

team member

training hours

112

Internal career

progression moves

These external assessments provide

independent insight into our governance, risk

management and sustainability practices and

inform continuous improvement.

MSCI:

EcoVadis:

Sustainalytics

Risk Rating:

Low

CDP:

B- climate

Impact on our future success

Importance to stakeholders

Waste and resource

management

Sustainable supply

chains

Team member

volunteering

Corporate

governance

Potential for human

rights violations

Social and

environmental

benefits of our

products

Climate change and

greenhouse gas

emissions

Data ethics, privacy

and IT security

Human capital

development

Business ethics

Inclusion, diversity

and equality

Read our Impact Report:

gbgplc.com/reports

GBG Annual Report and Accounts 2026

GovernanceStrategic report Financial statements

Non-financial and sustainability information statement

Non-financial and

sustainability information

statement (NFSIS)

In accordance with section 414C of the

Companies Act 2006, the Directors have

considered the non-financial and

sustainability matters relevant to the Group,

having regard to GBG’s business model,

strategy and principal risks.

GBG operates a predominantly digital,

office-based business model and is not

directly reliant on the extraction or use of

natural resources. As a result, the Group’s

direct environmental impacts are limited and

arise primarily from energy consumption,

business travel and emissions within the

value chain.

Environmental matters, including

climate-related risks, are addressed through

the Group’s Environmental Policy and

supporting due diligence processes,

including the measurement and monitoring of

Scope 1 and 2 and relevant Scope 3

emissions, supplier engagement and

regulatory horizon scanning. These processes

support improved governance, data quality

and identification of emissions-reduction

opportunities. Principal risks relate to climate

transition risk, regulatory change and supplier

environmental maturity.

Further detail and key performance

indicators are set out in the climate, SECR

and TCFD disclosures.

The Group’s long-term success depends on

the skills, experience and engagement of its

employees. The Group pursues people and

wellbeing policies covering health and safety,

inclusion, development and fair employment

practices, supported by workforce data

monitoring, employee engagement surveys,

health and safety assessments and

management oversight. These processes

inform the Group’s people strategy and

ongoing investment in skills, wellbeing and

engagement. Principal risks relate to the

attraction and retention of skilled employees

and workforce engagement. Further

information is provided in the People and

Culture section.

Social matters are addressed through

inclusive workplace practices, ethical business

conduct and stakeholder engagement, with

oversight of social impacts embedded within

the Group’s risk management processes. The

principal impacts relate to reputation and

stakeholder trust. Further information is

included in the Impact Report.

Human rights and modern slavery risks are

considered most likely to arise within the

supply chain rather than the Group’s own

operations. The Group’s approach is set out

in the Modern Slavery and Human Rights

Policy and Supplier Code of Conduct,

supported by supplier onboarding checks,

contractual requirements, periodic reviews

and whistleblowing arrangements. No human

rights breaches were identified during the

reporting period. Further information is

provided in the Modern Slavery Statement.

The Group operates a zero-tolerance

approach to bribery and corruption,

supported by the Anti-Bribery and

Corruption Policy and the Team Member

Code of Conduct. Due diligence includes

mandatory training, internal controls and

confidential reporting mechanisms. No

breaches were identified during the reporting

period. Principal risks relate to regulatory and

reputational exposure. Further detail is

provided in the Governance section.

The Group pursues policies in relation

toallmatters required under section 414C

oftheCompanies Act 2006 and therefore

noexplanation is required under section

414C(7)(e).

Read more in our Impact Report

gbgplc.com/reports

Read our Modern Slavery Policy:

gbgplc.com/governance

“ We approach responsible

business by understanding

where our operations,

products and decisions have

an impact, and taking

responsibility for how those

impacts are managed. FY26

was focused on strengthening

the quality of our data,

reducing our environmental

footprint, and being

transparent about our

progress, as we build a

resilient and sustainable

business for the long-term.”

Hannah Williams

Head of Impact and Sustainability

Our responsible approach

GBG Annual Report and Accounts 2026

GovernanceStrategic report Financial statements

Streamlined Energy and Carbon Reporting (SECR)

We recognise that effective

environmental management

underpins long-term value

creation and responsible growth.

As a digital company, our footprint may differ

from industries with physical products, but we

believe our ability to drive meaningful change is

no less powerful. Environmental considerations

are embedded within our strategy, governance

and risk management frameworks, supported

by Board-level oversight and senior

management accountability.

Climate change and carbon

management

During FY26 we continued to focus on

improving data quality and accuracy across

our emissions inventory. This included

enhanced measurement of cloud-related

emissions, expanded supplier-specific spend

mapping across our supply chain, and a shift

towards greater use of activity-based travel

data. We have mapped our supply chain, with

53% of vendors now linked to

supplier-specific emissions factors. This

marks a significant improvement in the

quality and robustness of our Scope 3 data.

As a result, 20% of our supply chain

emissions are now associated with

suppliers that have an SBTi commitment or

a validated net zero target. In addition, 30%

of air transport spend and 69% of rail

transport spend are now covered by

activity-based data, compared with an

exclusively spend-based estimation in FY25.

This improved data foundation supports our

progress towards setting science-based

targets. We are on track to submit both our

near-term and net zero targets to the Science

Based Targets initiative by the end of 2026,

including a net zero by 2050 ambition.

We embed environmental considerations in

our operational controls, supplier due

diligence and procurement processes,

supporting compliance with SECR and the UK

Non-Financial and Sustainability Information

Statement (NFSIS).

As a technology-first business, we also focus

on digital sustainability, guided by our

Responsible Technology Policy. This sets

clear expectations for how we design, build

and operate our products, with a focus on:

– Efficiency by default

– Responsible and well-governed use of AI

– Cloud optimisation and energy efficiency

– Privacy-by-design embedded throughout

our technology lifecycle

Further detail is available in our Impact Report,

Environmental Policy and Task Force on

Climate-related Financial Disclosures (TCFD)

disclosures.

Read our Environmental Policy:

gbgplc.com/sustainability

Read more in our Impact Report

gbgplc.com/reports

FY26

FY25

(Restated *

base year)

FY24

(Old methodology)

Tonnes CO

Emissions from combustion of gas (Scope 1): Global (exc. UK) 7 7 -

Emissions from combustion of gas (Scope 1): UK 18.5 17.9 7

Emissions from combustion of fuel for transport purposes (Scope 1,

market-based): UK & Global 0 0

Total Emissions from combustion of gas (Scope 1): 25.5 24.9 -

Emissions from purchased electricity, heat, steam, and cooling (Scope 2,

location-based): Global (exc. UK) 227.4 214.5 164

Emissions from purchased electricity, heat, steam, and cooling (Scope 2,

location-based): UK 30.3 38 72

Emissions from purchased electricity, heat, steam, and cooling (Scope 2,

market-based): Global (exc. UK) 214.4 204.3 148

Emissions from purchased electricity, heat, steam, and cooling (Scope 2,

market-based): UK 24.4 12.8 -

Total Scope 1 & 2 (location-based): Global (exc. UK) 234.4 221.5 -

Total Scope 1 & 2 (location-based): UK 48.8 55.9 79

Total Scope 1 & 2 (market-based): Global (exc. UK) 221.4 211.3 -

Total Scope 1 & 2 (market-based): UK 31.4 19.8 -

Total Scope 3.6 (market-based): Emissions from business travel in rental

cars or employee-owned vehicles where company is responsible for

purchasing the fuel 340.2 340.2 -

Total gross tCO

e based on the above (location-based) 623.4 617.6 -

Total gross tCO

e based on the above (market-based) 604.5 582.2 -

Kwh

Energy Consumption used to calculate above emissions: Global (exc. UK) 538,520 511,132 329,912

Energy Consumption used to calculate above emissions: UK 273,627 282,026 375,513

% Renewable energy

% of total energy consumption coming from renewable sources: UK 67 83 -

% of total energy consumption coming from renewable sources: Global

(exc. UK) 5.6 4 -

Intensity (tCO

e/£m revenue)

Intensity ratio Scope 1 and location-based Scope 2 0.90 0.98 0.88

Intensity ratio Scope 1 and market-based Scope 2 1.02 0.85 0.56

Intensity (tCO

e per employee)

Intensity ratio Scope 1 and location-based Scope 2 0.24 0.26 -

Intensity ratio Scope 1 and market-based Scope 2 0.27 0.23

* Base year FY25 emissions have been restated to reflect improved cloud emissions data following the adoption of supplier

verified activity based information. This change improves accuracy and does not reflect changes in underlying activity.

Asmall FY26 acquisition did not trigger a base year recalculation under the Greenhouse Gas Protocol recommendations.

GBG Annual Report and Accounts 2026

GovernanceStrategic report Financial statements

Climate disclosures

This section sets out the

Group’s climate-related

financial disclosures,

preparedto be consistent with

the Task Force on Climate-

related Financial Disclosures

(TCFD). The information meets

the requirements of the UK

Listing Rules

1. Governance

1a. Board oversight of climate-related risks

and opportunities

The Board has overall responsibility for the

oversight of climate-related risks and

opportunities and for ensuring these are

appropriately considered within the Group’s

strategy, risk framework and long-term

planning, including the assessment of resilience

over different time horizons. Oversight is

supported by the Impact Committee, a formal

Committee of the Board, which provides

focused scrutiny of climate-related and wider

impact matters and reports regularly to the

Board. The CEO has ultimate Executive

accountability for climate-related risks and

opportunities. During FY26, the Committee

considered the adequacy of climate-related

disclosures, reviewed transition related

developments relevant to the Group’s strategic

direction and explored the robustness of

emissions reporting and data governance,

resulting in Board approved improvements to

internal greenhouse gas data processes. The

Committee met twice during the year and

received updates on progress against the

impact strategy, changes to emissions

calculation methodologies and preparedness

for evolving regulatory expectations. The Audit

& Risk Committee provides complementary

oversight by considering climate-related risks

within the context of the Group’s principal risks

and uncertainties, including their financial and

operational implications and alignment with the

Group’s risk appetite. Emerging non-financial

risks are monitored through the Business Risk

Committee to support effective escalation and

information flow to the Board. Selected impact

and climate measures continue to be reflected

in Executive Director remuneration, reinforcing

the Board’s oversight of sustainability

performance as a driver of long-term value

creation. Remuneration was considered on an

intensity basis, therefore the FY25 restatement

did not impact the continuity of this

calculation.

1b. Management’s role in assessing and

managing climate related risks and

opportunities

Management is responsible for identifying and

managing risks and opportunities across the

Group, including embedding climate

considerations into business planning,

operations and reporting. This activity is led by

the Head of Impact and Sustainability, working

cross-functionally and in close collaboration

with the Chief Executive Officer, Chief Financial

Officer, Group People and Talent Director and

Group Company Secretary to ensure

appropriate climate-related data and insights

inform decision making and Board oversight.

During FY26, climate related risks and

opportunities were considered through the

enterprise risk management process, informed

by updated emissions data, regulatory

developments and market insights, and

supported enhancements to climate-related

data processes and transition-related activity.

The Group Company Secretary works

alongside the Head of Impact and

Sustainability to implement ESG and climate-

related policies, coordinate reporting, monitor

progress against commitments and provide

updates to the Impact Committee and the

Board.

Full risks and opportunities on pages 42-43

Strategy

2a. Climate-related risks and

opportunities identified

We assess climate-related risks and

opportunities using internationally

recognised climate scenarios. These include

IPCC SSP2 and SSP5 for physical climate

pathways and the IEA Net Zero Emissions by

2050 and IEA Announced Pledges scenarios

for transition outcomes. To ensure our

understanding remains current, we will

update our climate scenario analysis in FY27.

The Group has considered the TCFD Annex

and, where relevant to activities, have applied

the associated sector-specific supplemental

guidance, and believe these disclosures are

consistent with the guidance where

applicable.

2b. Impact on business, strategy and

financial planning

Based on the Group’s ongoing assessment,

climate-related risks and opportunities are

not currently expected to require changes to

the business model or strategic direction. The

Group’s focus remains on strengthening

climate-related data processes. Expectations

may influence sales cycles and procurement

processes, particularly as customers place

greater emphasis on the quality and

transparency of emissions data. Enhanced

reporting is expected to support customer

confidence and the Group’s competitive

position. Exposure to physical climate risks is

limited, primarily relating to leased office

space and IT systems, and the Group’s

geographically distributed footprint reduces

the likelihood of significant disruption. At this

stage, no climate-related matters have been

identified that would give rise to provisions or

other liabilities. Financial materiality is

assessed in line with IFRS S1 and IFRS S2, with

climate-related matters considered financially

material where their omission or misstatement

could reasonably be expected to influence

cash flows, access to finance or cost of capital

over the short, medium or long term.

TCFD statement

Horizon Definition Why this horizon is used

Short term Less than

five years

Aligns with our rolling financial planning cycle, typical lease and

supplier contract terms, and the near-term pace of regulatory change

and customer expectations.

Medium term Five to ten

years

Captures the period when carbon pricing, taxation and energy market

changes are more likely to influence cost structures and when acute

weather events could drive operational disruption trends.

Long term More than

ten years

Reflects the timeframe over which chronic physical changes and

structural transition effects may influence workforce location, market

demand and operating model choices.

GBG Annual Report and Accounts 2026

GovernanceStrategic report Financial statements

Climate disclosures continued

Strategy continued

2c. Resilience of the business strategy

The resilience of the Group’s strategy is

evaluated against a range of climate-related

scenarios. These include the IEA Net Zero

Emissions by 2050 scenario, which reflects a

global temperature pathway of 2°C or lower, and

the IEA Announced Pledges scenario, which

considers differing rates of policy

implementation. Across these scenarios, no

impacts have been identified that would require

changes to the Group’s core strategic priorities

or operating model, and the current strategy is

considered resilient based on this assessment.

These conclusions will be revisited following an

updated scenario analysis planned for FY27. The

climate-related disclosures have been reviewed

for consistency with the financial statements

and, at present, no matters have been identified

that require specific recognition or

measurement adjustments.

Risk management

3a. Processes for identifying and assessing

climate-related risks

Climate-related risks are identified across both

transition and physical risk categories,

including policy, market, reputational and acute

and chronic physical risks. These are assessed

and managed through the Group’s established

Risk Management Framework, which combines

bottom-up and top-down processes. Business

units and central functions identify risks

through regular risk workshops, with outputs

captured in divisional and Group risk registers,

including a dedicated ESG risk category. Risks

are assessed using a severity scale: Minor

(limited operational disruption or cost impacts,

not expected to significantly affect financial

performance or strategic delivery), Moderate

(noticeable operational or financial impact

requiring management action, but not

threatening overall strategic delivery), and

Major (significant financial, operational or

strategic impact requiring urgent escalation).

These assessments are reviewed at Group

level, with oversight from the Audit and Risk

Committee and visibility provided to the

Impact Committee. This ensures climate-

related risks are appropriately reflected within

the Group’s overall risk profile. The assessment

process is conducted at least annually and

more frequently where material developments

or emerging risks arise.

3b. Processes for managing

climate-related risks

Climate-related risks are evaluated and

managed using the same criteria and

governance pathways as other Group risks.

Risks are assessed based on likelihood and

impact across reputational, operational,

regulatory, informational and financial

dimensions, with clear ownership assigned

for monitoring and mitigation. Management

actions are integrated into departmental and

business unit plans and reviewed through the

Group risk governance structure, with

escalation to the Business Risk Committee,

Audit and Risk Committee or Impact

Committee as appropriate. This approach

ensures risks are managed consistently and

in alignment with the Group’s wider risk

management processes.

3c. Integration into overall risk management

Climate-related risks are integrated into the

Group’s broader risk management framework

and they are subject to the same governance,

review frequency and level of scrutiny as

other risks on the Group risk register. Formal

assessment is undertaken annually, with

interim reviews where significant regulatory,

operational or environmental developments

arise, and risks are identified and escalated

through the Group risk hierarchy in line with

established processes. Climate-related risk is

currently classified as an emerging risk rather

than a standalone principal risk, reflecting

uncertainty regarding the timing and scale of

impacts within the Group’s planning horizon

and the current assessment that these risks

do not, in isolation, indicate a material impact

on business strategy. However, climate-

related factors are considered within several

principal risks, including supply chain

resilience, compliance, product and service

delivery and brand, and these

interdependencies are taken into account

when evaluating and managing those risks.

Metrics and targets

4a. Metrics used to assess climate-related

risks and opportunities

The Group uses a range of metrics to monitor

and assess climate-related risks and

opportunities, with a focus on emissions

performance, data quality and areas of

operational or commercial impact. These

metrics support internal decision making and

Board oversight and are aligned to the risks

and opportunities described in this

disclosure. Key metrics include absolute and

intensity based greenhouse gas emissions,

energy consumption and progress in

strengthening emissions data coverage and

controls. In addition, we monitor factors that

may influence risk and opportunity over time,

including customer expectations in relation

to emissions transparency, supplier

engagement on sustainability matters and

the cost implications of regulatory

compliance and assurance activity.

4b. Scope 1, 2 and 3 greenhouse gas

emissions

The Group reports Scope 1 and Scope 2

greenhouse gas emissions for all relevant

operations, calculated in accordance with the

Greenhouse Gas Protocol. Scope 1 emissions

primarily relate to fuel use where applicable,

while Scope 2 emissions arise from the

purchase of electricity for office locations.

Scope 3 emissions are assessed where relevant

and are reported with reference to the

applicable Greenhouse Gas Protocol

categories. The Group continues to improve

the completeness and accuracy of Scope 3

data through enhanced data collection

processes and supplier engagement,

recognising the inherent estimation uncertainty

associated with certain categories.

Comparative emissions data is provided on a

year-on-year basis, with material changes

explained where relevant.

4c. Targets and performance against targets

The Group is establishing targets to manage

climate-related risks and support its transition

objectives, including commitments that will be

aligned to the Science Based Targets initiative

(SBTi). Progress against targets is monitored

annually and performance to date is disclosed

alongside comparative data. Where targets or

performance levels have changed year-on-

year, the underlying drivers are explained to

support transparency and comparability.

Selected Impact metrics, including climate

related measures (GHG intensity), are reflected

in Executive Director remuneration, reinforcing

accountability for delivery. Disclosures are

reviewed for consistency with the financial

statements to ensure that any climate-related

matters assessed as financially material are

appropriately reflected.

Future planning and disclosure

The Group continues to develop its climate

transition planning, including the refinement of

final reduction targets, interim milestones and

monitoring of progress over time. Financial

implications associated with transition activity,

including compliance, assurance and

operational impacts, are considered within

business planning and scenario analysis.

Supporting documentation for climate-related

assessments and judgements is retained where

applicable. As the UK reporting framework

evolves, the Group intends to align future

disclosures with the UK Sustainability Reporting

Standards, incorporating the requirements of

IFRS S1 and IFRS S2. The Group aims to provide

balanced and transparent reporting, clearly

distinguishing between current performance,

planned actions and longer-term ambitions,

and avoiding over statement of progress.

GBG Annual Report and Accounts 2026

GovernanceStrategic report Financial statements

Climate disclosures continued

Type Risks and opportunities Business management response

Transition risks

Policy & legal

Risk and opportunity factor:

Carbon taxation

Linked metric:

% Reduction in our GHG emissions

(Scopes 1, 2 and 3, from FY25 base year)

Energy consumption (Kwh)

Linked target:

Near-term and net zero targets

Time horizon:

Short, medium and long

Impact:

Minor

Risk: Introduction of GHG pricing and/

or a carbon tax

The introduction of external carbon pricing

and taxation, such as additional taxes on

energy, could elevate our operational

costs. These increases may be direct, or

indirect, via our supply chain.

Opportunity: Reduced

operational expenses

Improving energy efficiency can

reduce costs and support margin

resilience. Measures such as

optimising office energy use and

improving the efficiency of cloud

and digital infrastructure can

lower consumption and reduce

exposure to energy price

volatility.

Prioritise reduction in GHG emissions and enhance data analytics

throughout our operations and value chain. Robust data will ensure

accurate reporting and informed decision making, ensuring we are best

placed to react to any financial implications on the horizon.

We will review this response in line with evolving requirements in FY27.

Risk and opportunity factor:

Reporting and regulation

Linked metric:

% Reduction in our GHG emissions

(Scopes 1, 2 and 3, from FY25 base year)

% Renewable energy

Linked Target:

Near-term and net zero targets

Time horizon:

Short, medium

Impact:

Minor

Risk: Enhanced GHG reporting and

regulation

Failure to comply may result in financial

penalties and loss of investment.

Additionally, non-compliance may

leadto reputational damage and a

decline in customers.

Utilise a third-party enterprise sustainability platform to ensure

accurate data collection across our value chain. This data in conjunction

with our robust internal ESG governance structure and dedicated

in-house resources, this data will keep us compliant, mitigate financial

penalties, and uphold our reputation.

We will review this response in line with evolving requirements in FY27.

Market

Risk and opportunity factor:

Customer behaviour

Linked metric:

Customer request for climate-related

information

Time horizon:

Medium, long

Impact:

Moderate

Risk: Increased and/or changing

customer expectations

Rising customer expectations may

challenge us to meet demands for

sustainability, ethical practices, and

transparency. Failure to meet these

expectations may impact our financial

performance and reputation.

Opportunity: Develop new

solutions or offer to new

markets

Increasing expectations offer the

potential to expand our reach by

developing innovative solutions

and entering new markets.

Enhance our ESG initiatives by improving environmental data capture,

setting science-based targets, and maintaining high ESG ratings. Engage

with customers to predict changes in needs and demands to ensure our

practices align with expectations. Taking a proactive approach will

strengthen our competitive position, foster customer loyalty, and drive

long-term value.

We will review this response in line with evolving requirements in FY27.

Future planning and disclosure continued

Scope tCO

e (FY26) tCO

e (FY25*)

Scope 1 53 52

Scope 2 (location-based) 258 252

Scope 2 (market-based) 239 217

Scope 3 (market-based) 14,478 15,634

Scope 3 (location-based) 14,218 15,666

Gross emissions (market-based) 14,770 15,903

Gross emissions (location-based) 14,529 15,970

* Base year FY25 emissions have been restated to reflect improved cloud emissions data following the adoption of supplier

verified activity-based information. This change improves accuracy and does not reflect changes in underlying activity.

Scope 3 breakdown (market-based) tCO

e (FY26) tCO

e (FY25*)

Scope 3.1: Purchased goods and services 11,307 12,690

Scope 3.2: Capital goods 73 37

Scope 3.3: Fuel and energy-related activities (not included in Scope

1 or 2) 82 73

Scope 3.4: Upstream transportation and distribution 50 143

Scope 3.5: Waste generated in operations 52 45

Scope 3.6: Business travel 1,587 1,710

Scope 3.7: Employee commuting 985 890

Scope 3.8: Upstream leased assets 50 46

1. All relevant Scope 3 emissions categories are included, any excluded are not relevant to our business.

2. Watershed’s CEDA database was used for emissions factors.

GBG Annual Report and Accounts 2026

GovernanceStrategic report Financial statements

Climate disclosures continued

Type Risks and opportunities Business management response

Transition risks continued

Market continued

Risk and opportunity factor:

Supplier risk

Linked metric:

% Reduction in our GHG emissions

(Scopes 1, 2 and 3, from FY25 base year)

% of supply chain with net zero targets

Linked target:

Near-term and net zero targets

Time horizon:

Short, medium

Impact:

Minor

Risk: Our supply chain fails to meet

climate maturity expectations

Failure of our supply chain to meet climate

maturity expectations may lead to higher

pass-through costs, increasing our

operational expenses and making it more

challenging to achieve our climate targets.

Opportunity: Scope 3

reductions through supply

chain engagement

Engaging with suppliers to reduce

Scope 3 emissions has potential

to significantly improve our

carbon footprint and help us to

achieve net zero targets.

Engage with suppliers through training, resource sharing, and incentives

to align with our sustainability goals and reduce pass-through costs.

This collaboration enhances overall ESG performance and ensures

compliance with evolving regulations. We continually improve supplier

engagement strategies to adapt to new challenges and opportunities.

We will review this response in line with evolving requirements in FY27.

Reputation

Risk and opportunity factor:

Climate-related targets

Linked metric:

% Reduction in our GHG emissions

(Scopes 1, 2 and 3, from FY25 base year)

Linked target:

Near-term and net zero targets

Time horizon:

Short, medium and long

Impact:

Minor

Risk: Risk of failing to meet, or being

perceived as failing to meet, climate-

related targets and/or taking

insufficient climate action

Regulatory penalties, reputational damage,

and loss of investor confidence. This may

result in decreased business and revenue

as customers move to competitors with

better climate performance.

Invest in new technologies and processes that improve sustainability

performance and streamline reporting, such as our new third-party

emissions measurement platform. We will continue with our

commitment to have validated science-based net zero targets through

SBTi by end of calendar year 2026, and will publish our carbon reduction

plan on our public website to ensure transparency.

We will review this response in line with evolving requirements in FY27.

Risk and opportunity factor:

Stakeholder pressure

Linked metric:

% Reduction in our GHG emissions

(Scopes 1, 2 and 3, from FY25 base year)

Linked target:

ESG targets

Time horizon:

Short

Impact:

Minor

Risk: Stakeholder pressure

Limited climate action may have financing

implications, as investors prioritise

companies with strong ESG performance.

Additionally, it may increase hiring costs as

GBG may struggle to attract and retain

talent, with employees seeking companies

committed to sustainability and ethical

practices.

Opportunity: Stakeholder

engagement

Demonstrating GBG’s

commitment to sustainability

and ethical practices can build

trust with investors, attract talent

that values these principles, and

empower employees to

contribute to climate action.

Transparent disclosure of climate and wider ESG performance to

maintain a strong reputation with current and future investors. We will

also engage employees with training and knowledge sharing and ensure

we are transparent about our ESG performance with prospective talent.

We will review this response in line with evolving requirements in FY27.

Physical risks

Chronic

GBG considers these risks within our Group risk register, ensuring they

fit within our Group risk appetite. As a digital business, physical supply

chain disruption is not considered material to us. However, we

recognise the potential impact on our team’s ability to carry out their

responsibilities and the direct threats to team member health and

safety. To minimise impact and ensure preparedness, we have

comprehensive business continuity planning on a Group level. We will

continue to monitor and mitigate these risks to maintain efficient

operations, safeguard our workspaces, property, and equipment, and

support our employees’ wellbeing.

We will review this response in line with evolving climate risks in FY27.

Risk:

Risk of increased heatwaves

Time horizon:

Long

Impact:

Moderate

Disruption to our team’s ability to carry

out their responsibilities due to the

necessity for climate migration.

Additionally, increased heat waves can

complicate our supply chain. These

disruptions may lead to delays,

increased costs, and challenges in

maintaining efficient operations.

Acute

Risk:

Risk of increased cyclones, water stress

and wildfires

Time horizon:

Short, Medium

Impact:

Moderate

Physical damage to workspaces,

property and/or equipment and disrupt

our supply chain, a direct threat to team

member health and safety and a

disruption to their ability to carry out

their responsibilities. This risk is

especially prevalent in North America,

Australia and Türkiye.

GBG Annual Report and Accounts 2026

GovernanceStrategic report Financial statements

Across GBG, colleagues are encouraged

to connect, give back and build

community. Through Pulse, our global

employee group, teams organise

volunteering, fundraising and cultural

events that strengthen connection

across locations.

In FY26, colleagues contributed 2,482

volunteering hours. Our long-running GBG

Challenge, now in its 20th year, brought

teams together globally to take on

physical challenges while fundraising for

charity. We also expanded our work to

reduce digital exclusion through a new

partnership with The Turing Trust,

donating 107 refurbished laptops to

schools while also reducing

electronic waste.

Total raised for good causes

£20,031

[use GBG Challenge photo]

Global workforce

Our people

Our people are central to the performance,

resilience and long-term growth of our

business. In FY26, we continued to strengthen

the foundations that enable our colleagues

across the globe to thrive. We introduced

clearer role expectations, a more structured

approach to recognising and rewarding

performance, improved feedback and

engagement mechanisms, and expanded

DEI&B (diversity, equity, inclusion and

belonging) training to support belonging and

development.

With our move to the Main Market in FY26, we

further strengthened workforce engagement

through the appointment of a Non-Executive

Director for Workforce Engagement,

supporting deeper insight, stronger feedback

loops and clearer connection between

colleagues and leadership.

Inclusion, engagement

and wellbeing

We are committed to building an inclusive

environment where everyone feels respected,

supported and able to contribute

meaningfully. Our global DEI&B programme

continues to mature, supported by expanded

learning, inclusive hiring practices and

‘Belonging’, our employee-led inclusion

network, championed across roles and

regions.

Engagement remains a core focus. In FY26 we

continued to use the Gallup Q12 survey to

understand colleague experience,

complemented by the introduction of stay

and exit interviews to deepen insight into what

drives engagement and retention. These

inputs directly inform our people priorities

and future organisational health planning.

91%

participation in employee satisfaction

survey

87%

would recommend GBG as a great place

to work

We have embedded wellbeing in our people

strategy, supported by flexible working,

family-friendly policies, a 24/7 Employee

Assistance Programme and access to health

and wellbeing benefits where eligible. As a

Disability Confident Employer, we remain

focused on creating an accessible and

supportive workplace for all colleagues.

Full workforce metrics, regional breakdowns

and people-focused initiatives are available in

our Impact Report.

Developing and recognising

performance

In FY26 we launched ‘Project Perform’,

strengthening how we set expectations,

support development and recognise

contribution. The framework provides clearer

role clarity, more structured performance

conversations and regular opportunities for

growth, aligned to our ‘EPICS’ behaviours.

We continue to recognise and reward

performance financially and non-financially,

including performance-based bonuses, our

all-employee Sharesave Plan, and an annual

incentive trip celebrating exceptional

contribution across both sales and non-sales

roles.

Looking ahead

In FY27, we will continue to focus on:

– Leadership capability investment through

programmes such as ‘Manager

Foundations’, ‘Leader Success’, LEAD and

‘Leading from Within’.

– Strengthening the female pipeline,

ensuring access to high-impact

development at critical career stages and

supporting progression into senior roles.

– Targeted, business‑led inclusion, with

initiatives such as ‘Rise@GBG’ and

‘ElevateHer’ to address structural barriers

to progression for females.

– Working towards our revised target to

achieve 40% female representation

across our global workforce by 2035.

Find out more

Impact Report

gbgplc.com/reports

Gender Pay Gap Report:

gbgplc.com/people

Workforce at a glance

1,055

team members across 14 countries

36.9%

female representation globally

36.4%

female representation at executive level

37%

of new hires during FY26 identified

asfemale

Supporting our community

GBG Annual Report and Accounts 2026

GovernanceStrategic report Financial statements

Trust,

when it

matters most

We aim to consistently operate in a transparent

and responsible manner, understanding that

effective governance practices provide the

foundation for sustainable growth and strengthen

our relationships with stakeholders.

67%

Independent Board Directors

Governance

46 LetterfromourChair

48 Governance

ataglance

49 Compliance

withtheCode

50 Board of Directors

52 Governance

framework

anddivision

ofresponsibilities

54 Board and

Committee activity

56 Culture

58 Section 172

59 Principal decisions

inFY26

61 Stakeholder

engagement

65 Board effectiveness

67 Nomination

Committee

71 Impact Committee

73 Audit & Risk

Committee

80 Remuneration

Committee

84 FY27 Remuneration

Policy

92 Annual report on

remuneration

99 Directors’ report

103 Directors’

responsibility

statement

GBG Annual Report and Accounts 2026

GovernanceStrategic report Financial statements

Letter from our Chair

Introduction to governance

Richard Longdon

Chair

Dear Shareholder

On behalf of the Board, I am pleased to present

GBG’s Corporate Governance Report for the

year ended 31 March 2026. As a Board, we

aim to consistently operate in a transparent

and responsible manner, understanding that

effective governance practices provide the

foundation for sustainable growth and

strengthen our relationships with our

stakeholders. The report that follows

illustrates how the Board and its Committees

have operated throughout the year.

Following our move to the Main Market in

October 2025 we now report against the UK

Corporate Governance Code 2024 (the

“Code”) in compliance with the UK Listing

Rules. Our statement of compliance with the

Code can be found on page 49.

I am grateful for the dedication of our

Non-Executive Directors, who have devoted a

significant amount of time to GBG this year,

particularly in light of the additional time

commitments required for our move to the

Main Market. They have provided

independent challenge, strategic guidance

and specialist advice and have held

management to account. I firmly believe the

Board and its Committees contain an

appropriate combination of skills, experience

and knowledge and that they continue to

effectively discharge their responsibilities to

shareholders and our wider stakeholders.

Details of each Director’s skills and professional

background can be found on pages 50 and 51.

Areas of focus in FY26

The matters considered, reviewed and

discussed at Board meetings this year are

outlined on pages 54 and 55, while the work

undertaken by each of the Committees is set

out in their respective reports starting from

page 67.

Move to Main Market

Much of the Board’s focus during FY26 has

been driven by GBG’s transition to the Main

Market. This move represents an important

step in our growth journey, strengthening our

profile and aligning us with the highest

standards of governance and transparency.

The process required considerable additional

time and attention from the Board and its

Committees, including detailed engagement on

regulatory requirements and enhancements to

our governance framework and processes. The

Non-Executive Directors have demonstrated

exceptional commitment throughout, providing

insight and rigorous challenge to ensure a

smooth and successful transition.

We believe this achievement positions GBG

strongly for the future and the Board remains

focused on delivering long-term value for

shareholders and all our stakeholders. To

read more about the move to the Main Market

see pages 55 and 59.

Board evaluation

The Board undertakes an annual evaluation of

its own performance and the performance of

its Committees, the Chair and individual

Directors. This year, the evaluation was

facilitated internally via online questionnaire

with predetermined questions, completed by

Board members. Further details can be found

on pages 65 and 66.

Strategy and capital allocation

The Board is responsible for defining the

Company’s purpose, values and strategy.

Throughout FY26, it regularly reviewed

strategic priorities and initiatives. In October

2025 Board members approved the

acquisition of DataTools, a leading provider of

address validation and data quality solutions

in Australia and New Zealand (ANZ). This

bolt-on acquisition strengthens GBG’s

presence in ANZ, enhances the Group’s

identity verification capabilities and supports

its disciplined growth strategy. Read more on

page 59.

This year the Board felt that a share buyback

programme would be the most efficient use

of surplus capital. It approved two share

buyback programmes’ in April and July 2025,

and the July programme was extended in

November 2025, reaffirming our commitment

to shareholder value. See page 60 for more

information.

Culture

We place great importance on engaging with

our teams and understanding the culture

across GBG. The Directors maintain regular

interaction with teams throughout the Group,

holding Board meetings at our offices to

enable direct connection with team members

who are invited to attend and also join the

Board socially for lunch or dinner afterwards.

This year, we held our February Board

meeting in Atlanta, where we were able to

hear first hand from members of our

Americas team.

“ Our move to the Main

Market represents an

important step in our

growth journey,

strengthening our profile

and aligning us with the

highest standards of

governance and

transparency.”

GBG Annual Report and Accounts 2026

GovernanceStrategic report Financial statements

Culture continued

While in Atlanta we hosted an informal lunch

and everyone in the office on the day was

invited to join. In addition, as part of our

transition to the Main Market and our

compliance with the Code, Michelle Senecal

de Fonseca was appointed as the Non-

Executive Director responsible for workforce

engagement.

Read more on page 56

Diversity

We continue to focus on ensuring the Board

remains strong and adds value, supported by

members with a diverse mix of professional

backgrounds, skills and perspectives. We

recognise that diversity strengthens decision

making and drives better business outcomes

and we remain committed to building both a

Board and workforce that reflect a broad

range of viewpoints and experiences.

We have achieved two of the Financial

Conduct Authority’s diversity targets, with at

least one Board member from an ethnic

minority background and one woman in a

senior Board role. Achieving the remaining

target of at least 40% female representation

remains a goal and is embedded in our

succession planning and recruitment

processes. Our Board diversity is disclosed

on page 99.

Read our Board Diversity Policy:

gbgplc.com/governance

Across the wider organisation, we continue to

embed diversity and inclusion into our culture.

As at 31 March 2026, females represented

36.9% of our global workforce. Improving

representation and creating an inclusive

environment remains a key people priority.

Remuneration Policy

A key focus for the Remuneration Committee

this year has been the review of our Directors’

Remuneration Policy. The proposed Policy will

strengthen alignment with the Company’s

strategic priorities and reflect the needs of

its key stakeholders. The proposed Policy is

outlined on pages 84 to 91. It will be

presented for approval at the 2026 AGM

following a programme of shareholder

consultation led by the Remuneration

Committee Chair.

Annual General Meeting (AGM)

AGM 2025

At the 2025 AGM, all resolutions were passed

with more than 90% of the vote in favour. We

also asked shareholders to approve our new

Articles of Association, which received

99.78% in favour.

Read our Articles of Association:

gbgplc.com/articles

AGM 2026

Our 2026 AGM will be held on 21 July 2026 at

our Chester office and shareholders are

invited to attend in person. We consider the

AGM a significant opportunity for the Board to

engage with our shareholders. Board

members, including the Committee Chairs,

will attend and be available to answer

shareholders’ questions. We do hope you will

take this opportunity to join and share your

views with us.

If shareholders have any questions they

would like to raise at the AGM, we encourage

you to send an email ahead of the meeting

togovernance@gbg.com.

Richard Longdon

Chair

2 June 2026

Letter from our Chair continued

GBG Annual Report and Accounts 2026

GovernanceStrategic report Financial statements

Length of tenure

0-3 years

3-6 years

6-9 years

Gender

Male

Female

Composition of the Board

Chair

Independent

Directors

Non-independent

Directors

Governance at a glance

Trusted leadership

We aim to maintain a Board

that brings together a

balanced and complementary

mix of skills, experience and

perspectives, recognising that

this provides a strong

foundation for effective

governance and sustainable

long-term growth.

The mix of expertise across the Board, as

illustrated in the matrix, supports robust

oversight of the Group’s strategy, risk

management and performance, while

enabling constructive challenge and informed

decision-making. The Board draws on

experience across key areas including

technology, international markets,

governance and innovation, ensuring it

remains well positioned to respond to a

dynamic and evolving business environment.

We keep the composition of the Board under

regular review to ensure it continues to

reflect the needs of the business and remains

aligned with our strategic priorities. This

combination of skills and experience

supports the effective delivery of our

strategic pillars.

Skills matrix of Board of Directors

Technology sector

International business

Accountancy

Mergers and acquisitions

Risk management

ESG

Strategy

Customer

People, culture and reward

Regulatory and legal

Digital and innovation

Link to strategic pillars:

Transform the business

Evolve the core

Innovate to grow

Board of Directors and Committee meeting attendance

Member

Board

meetings

Nomination

Committee

Audit & Risk

Committee

Remuneration

Committee

Impact

Committee

Richard Longdon

Bhav Singh

Liz Catchpole

Michelle Senecal de Fonseca

David Ward – – –

Dev Dhiman – –

1 Dev Dhiman resigned from the Nomination Committee on 19 September 2025.

2 Richard Longdon resigned from the Audit & Risk Committee on 19 September 2025.

3 Liz Catchpole was having an unplanned medical operation on 22 July 2025 and was unable

to attend these meetings .

4 Bhav Singh was unable to attend the meetings on 22 July 2025 and sent apologies.

5 Bhav Singh was unable to attend the meeting on 17 November 2025 and sent apologies.

15 2 6 2

15 2

15 1

15 2 6 2

15 2

Meetings held

Meetings attended

Chair

GBG Annual Report and Accounts 2026

GovernanceStrategic report Financial statements

Compliance with the Code

Compliance with the UK Corporate

Governance Code 2024 (the Code)

available at frc.org.uk

“ In FY26, the Board conducted an

assessment against the Code in

preparation for the move to the Main

Market. The Board confirms that the

Company applied the Principles and

complied with all Provisions of the Code

from 30 October 2025 (date of

admission). The application of the Code

is demonstrated throughout this Annual

Report, with page references for each

Principle (A to R) provided in the

following statement.”

Richard Longdon

Chair

Maintaining a strong foundation

Board leadership and company purpose

GBG is committed to long-term, sustainable success

driven by strong governance, a clear purpose and an

aligned culture. The Board ensures that the Company’s

strategy, values and operations work together to deliver

value for all stakeholders, supported by a robust

compliance framework and regular review of key policies.

As a business, we actively engage with shareholders,

team members and wider stakeholders. Our purpose and

values guide how we operate, invest and support our

people. The Board continues to oversee culture,

workforce practices and risk management to ensure GBG

remains well positioned for long-term success.

A Board leadership and effectiveness Pages 48 – 66

B Purpose, values, strategy and culture Pages 3, 14, & 56

Governance framework and Board

decisions

Pages 52 - 55 &

59 - 60

D Stakeholder engagement Pages 61 - 64

E Workforce policies and practices Page 44

Division of responsibilities

The Chair promotes open debate and effective

contribution from all Non-Executive Directors, supported

by clear and timely information provided through the

Group Company Secretary. The Board maintains a clear

division of responsibilities, regularly reviews its matters

reserved and Committee Terms of Reference (available

on our website). All Directors have full access to the

Company Secretary and independent advice where

required.

Role of the Chair Page 53

Independence and division of

responsibilities

Pages 48, 52 &

Non-Executive Directors’ role and time

commitment

Pages 53 & 70

Board policies, processes and

resources

Pages 46 - 103

Composition, succession and evaluation

The Nomination Committee leads our approach to Board

composition, succession and evaluation, ensuring

alignment with the Group’s strategic objectives. The FY26

internal Board evaluation concluded that the Board

continues to operate effectively and provides strong

support to management. Accordingly, the Board

recommends that shareholders vote in favour of the

re-election of all Directors standing at the 2026 AGM.

Appointments, succession and diversity Page 69

Board skills, experience and knowledge Pages 48 & 50

- 51

Annual evaluation Pages 65 - 66

Audit, risk and internal control

The Board has established formal and transparent

policies to ensure the independence, effectiveness and

accountability of both the external auditor and the

internal audit function. It also has overall responsibility

for the Group’s systems of internal control and risk

management and has conducted a robust assessment of

the Group’s principal and emerging risks in the period.

M Internal and external audit Pages 75 - 76

Fair, balanced and understandable

assessment Page 76

Risk management and internal control

framework Pages 28 - 36

Remuneration

The Remuneration Committee ensures remuneration

policies align with GBG’s culture, strategy, KPIs and

approach to risk management. No Director is involved in

decisions regarding their own remuneration.

Aligning remuneration with strategy,

purpose and values

Pages 80–91 &

Remuneration policy development Pages 81, 84 -91

Reviewing remuneration outcomes Pages 92 - 98

GBG Annual Report and Accounts 2026

GovernanceStrategic report Financial statements

Board of Directors

Trusted leadership

Richard Longdon

Non-Executive Chair

Appointment date: September 2022

Tenure: 3 years 6 months

Experience and skills:

Richard has had a highly successful career in

the technology sector. He spent 33 years

with AVEVA Group where he was Chief

Executive Officer for 17 years and has held a

number of Non-Executive Director and Chair

roles since. Richard’s previous non-executive

positions with UK-listed businesses include

roles as Chair of Ideagen Plc and Rovco Ltd,

and Senior Independent Non-Executive

board positions at Alfa Financial Plc and

Fidessa Plc. He works with businesses in the

private markets, and has previously served as

a Non-Executive Chair at Process Systems

Enterprise Ltd and Non-Executive Director at

Prometheus Inc.

Current appointments:

Richard is serving as Chair of Causeway

Technologies Ltd, in addition to Non-

Executive Board Director at Ideagen Ltd.

Dev Dhiman

Chief Executive Officer

Appointment date: January 2024

Tenure: 2 years 2 months

Experience and skills:

Dev joined GBG in 2020 as Managing Director,

Asia Pacific. Under his strong leadership the

region experienced significant growth in

terms of footprint, customers, products and

team. Prior to joining GBG, Dev spent 12 years

at Experian, where he held a variety of senior

positions across their EMEA and APAC

businesses. Dev brings significant

international experience having operated and

led teams in more than 30 markets. He

trained as a Chartered Accountant with

Deloitte, where he spent three years’ and

holds a bachelor’s degree in economics from

the University of Nottingham.

Current appointments:

Dev has no significant external appointments.

David Ward

Chief Financial Officer

Appointment date: July 2021

Tenure: 4 years 9 months

Experience and skills:

David has over 10 years of Technology

Company Board-level experience. He joined

GBG as CFO in May 2021 and was appointed

to the Board in July 2021. Prior to joining GBG,

David spent 10 years, including 2 years as

CFO, at AVEVA Group, the global industrial

software company. He led the finance, legal

and commercial operations teams and was

heavily involved in the M&A and integration

that delivered significant value to

shareholders and lifted AVEVA to the FTSE

100. David trained as a Chartered Accountant

with Ernst & Young where he spent 14 years.

He holds a bachelor’s degree in economics

and accounting and is a Fellow of the Institute

of Chartered Accountants in England and

Wales.

Current appointments:

David has no external appointments.

Liz Catchpole

Senior Independent Non-Executive

Director

Appointment date: September 2017

Tenure: 8 years 6 months

Experience and skills:

Liz has over 20 years’ executive board level

experience. Her career started in insurance

with a subsidiary of GE capital where she

worked for 17 years and was then CFO of Swiss

Re Life and Health. Liz has over 10 years’

non-executive board experience and has

previously held a number of other non-

executive appointments including FTSE listed

bwin.party and British Gas, where she was also

Audit Chair. Until December 2023 she was

Independent Non-Executive Director and Audit

Chair at Investec Wealth, and until March 2026

served as Independent Chair of tp bennett, a

UK architectural and design practice. Liz is a

Chartered Certified Accountant and holds an

MBA from Cranfield University.

Current appointments:

Liz is currently Independent Non-Exec

Director and Risk Chair at Asta, the leading

third-party managing agent at Lloyd’s of

London, and Independent Non-Executive

Director and Chair of Audit & Risk Committee

of McGill and Partners Ltd.

II I

GBG Annual Report and Accounts 2026

GovernanceStrategic report Financial statements

Executive Team

Board of Directors continued

Bhav Singh

Independent Non-Executive

Director

Appointment date: November 2021

Tenure: 4 years 4 months

Experience and skills:

Bhav is the founder and Chief Executive

Officer of Sandbox Group, a leading digital

learning company with properties across the

US, the UK, Europe and Brazil. Prior to

founding Sandbox in 2015, Bhav built and

scaled high-growth businesses as President

and Chief Executive Officer of Pearson

English and as Managing Director and

Executive Vice President of the emerging

markets group at Paramount Global

(previously ViacomCBS). Bhav has also held

senior roles across digital, general

management and business development with

Manchester United, IMG and Discovery

Communications.

Current appointments:

Bhav is Chief Executive Officer of Sandbox

Group and serves as Non-Executive Director

at BBC Commercial. He is a member of the

World Economic Forum and an alumni of

Young Global Leader (YGL), a nomination he

received in 2009.

Michelle Senecal de

Fonseca

Independent Non-Executive

Director

Appointment date: May 2024

Tenure: 1 year 10 months

Experience and skills:

Michelle has over 30 years of experience in

the international telecommunications and

technology sectors. Her executive career has

included being the Global Director of Cloud

and Hosting Services at Vodafone and Global

Vice President, Cloud Innovation Strategic

Partnerships at Citrix Systems. Michelle has

previously worked at the European Bank for

Reconstruction and Development where she

managed the telecom, media and technology

banking team. She was previously a Senior

Independent Director at Alphawave IP Group

plc, where she also served as Chair of the

Remuneration Committee. Michelle holds a

bachelor of science degree in business and

political science from the University of

Kansas and an MBA from the Thunderbird

School of Global Management.

Current appointments:

Michelle is the CEO of Redcentric plc. She is

co-founder and Board member of the

networking group Women in Telecoms and

Technology, a UK not-for-profit organisation,

a global council member at Thunderbird

School of Global Management in Phoenix,

Arizona, and on the Board of Trustees for

Arizona State University Global Foundation.

Annabelle Burton

Group Company Secretary

Appointment date: March 2021

Tenure: 5 years

Experience and skills:

Annabelle has over 20 years’ experience in

governance, compliance and company law.

She originally joined GBG’s governance team

in 2007 and has held a number of roles since

this time, both within GBG and externally.

Annabelle has a passion for governance and a

pragmatic approach to how the governance

team supports the wider business. She is a

Fellow of the Chartered Governance Institute

(FCG) and holds a bachelor of laws degree.

Annabelle is Secretary of GBG’s Board and to

all Committees.

Current appointments:

Annabelle has no external appointments.

A A

I I

N N

R R

Committee key:

Audit & Risk Committee

Impact Committee

Nomination Committee

Remuneration Committee

Chair

Dev Dhiman

CEO

David Ward

CFO

Gus Tomlinson

Chief Product & Technology

Officer

David Green

Chief Revenue Officer,

Strategic Partnerships

James Gothard

Chief Operating Officer

Lara Clark

Chief Legal Officer

Andy Chrascina

Chief Revenue Officer,

EMEA& APAC

Tom Schutz

Chief Revenue Officer,

Americas

Annabelle Burton

Group Company Secretary

Julie Brookfield

Group People & Talent

Director

GBG Annual Report and Accounts 2026

GovernanceStrategic report Financial statements

Governance framework and division of responsibilities

Governance framework

The Board

The Board’s primary responsibility is to lead the Company to deliver sustainable, profitable growth and drive long-term value for shareholders and stakeholders.

It sets GBG’s purpose and strategy, ensuring they align with and promote the Group’s vision, culture and values. The Board holds management to account and maintains oversight of

the Group’s internal control and risk management, including its risk appetite. The Board has an established and robust governance framework to support its objectives, with certain

matters delegated to the Committees and ensures that effective governance arrangements support the delivery of strategy. The Board comprises the Chair, Senior Independent

Director, Non-Executive Directors and Executive Directors. It is supported by the Group Company Secretary.

Nomination Committee

Considers the composition

and make-up of the Board

and its Committees, oversees

succession planning and monitors

the Board’s Diversity and Inclusion

Policy. Oversees the Board

evaluation processes and ensures

anappropriate balance of skills,

experience and independence.

Impact Committee

Oversees the development of the

Group’s impact and ESG strategy,

reviews relevant policies, performance

measures and targets, and monitors

stakeholder engagement and

ESG-related risks and opportunities.

Audit & Risk Committee

Oversees the integrity of the Group’s

financial and narrative reporting,

reviews the effectiveness of risk

management and internal control

frameworks, oversees internal and

external audit, and monitors key

compliance and governance

arrangements such as whistleblowing

and fraud.

Remuneration Committee

Determines and recommends the

remuneration strategy and

framework for Executive Directors,

the Chair and the Executive Team.

Reviews performance outcomes in

determining remuneration decisions

and ensures outcomes are aligned

with long-term sustainable success.

Executive Committee

Chaired by the CEO and made up of members of the Executive Team, this Committee is responsible for the day-to-day operational management of the business and overseeing the

implementation of the strategy as delegated by the Board. It oversees operational and financial performance, risk management, and the prioritisation and allocation of resources. It also

provides leadership on people, talent and culture across the business. The Executive Committee oversees the Treasury Committee and Business Risk Committee.

Treasury Committee

Manages financial risk to minimise the adverse effects

of fluctuations in the financial markets and on the

value of GBG’s financial assets and liabilities.

Business Risk Committee

A non-financial risk committee that facilitates

executive focus on the management of GBG’s

key non-financial risks.

Disclosure Committee

Determines the timing and content of market

disclosures to ensure they are compliant with

regulatory disclosure requirements.

GBG Annual Report and Accounts 2026

GovernanceStrategic report Financial statements

Impact Committee

– Develops the Group’s impact strategy,

ensuring it aligns with regulations, best

practice, and business objectives

– Sets long-term strategic goals and

short-term KPIs related to ESG,

andmonitors performance against

these targets

– Reviews targets and key ESG metrics

and ensures ongoing measurement

and transparent reporting

– Reviews and updates relevant policies

to maintain compliance with national

and international standards

Report on page 71

Governance framework and division of responsibilities continued

Audit & Risk Committee

– Reviews the financial statements and

challenges the significant judgements

within them

– Reviews narrative reporting, including

assessing that the content of the

Annual Report and Accounts is fair,

balanced and understandable

– Oversees the effectiveness of the

Group’s internal controls and risk

management systems

– Oversees the internal audit programme

– Monitors the relationship with the

external auditor and reviews the

effectiveness, scope, objectivity and

independence of the auditor

Report on page 73

Division of responsibilities

Chair

The Chair, who was independent on

appointment, is responsible for the

leadership and overall effectiveness of the

Board. He promotes openness and debate

and is accountable for leading the Board in

setting the Company’s purpose, strategy

and culture. With the support of the Group

Company Secretary, he ensures that best

practices in governance are maintained.

Senior Independent Director

The Senior Independent Director acts as a

sounding board for the Chair and an

intermediary for the other Directors and

shareholders where necessary. She leads the

annual evaluation of the Chair on behalf of

the other Directors. She is also available to

chair meetings in the absence of the Chair.

Non-Executive Directors

The Non-Executive Directors provide

independent and constructive challenge and

scrutinise the performance of the Executive

Team against agreed performance

objectives. They offer specialised knowledge

and experience to the Board.

CEO

The CEO is responsible for the day-to-day

management of the Company and its

performance, with the support of the CFO.

He leads the implementation of the

Company’s strategy, purpose and culture

setby the Board.

CFO

The CFO is responsible for financial planning

and maintaining adequate internal controls

over financial reporting. He supports the

CEO in the implementation of the Company’s

strategy, purpose and culture.

Group Company Secretary

The Group Company Secretary supports

theChair and the Board in ensuring the

effective functioning of the Board and its

Committees. She advises the Board on

corporate governance matters, ensures

thatBoard and Committee procedures are

followed, facilitates timely and accurate

information flows, and keeps the Board

informed of relevant legal, regulatory and

governance developments.

Remuneration Committee

– Recommends to the Board the

remuneration strategy and framework

for the Executive Directors and the

Executive Team

– Reviews and approves remuneration

packages, including salary, incentives

and other benefits

– Ensures remuneration policies support

the attraction, motivation and

retention of high-calibre talent

– Monitors market trends and

benchmarking to ensure

competitiveness and fairness

– Reviews performance outcomes in

relation to remuneration decisions

Report on page 80

Nomination Committee

– Reviews the structure, size and

composition of the Board and oversees

succession planning for the Directors

and Executive Team

– Evaluates the balance of skills,

experience and independence on the

Board and identifies any gaps

– Oversees and monitors the Board’s

Diversity and Inclusion Policy

– Leads the process for Board

appointments and makes

recommendations to the Board

– Oversees the formal appointment

processes to the Board

– Assesses whether Non-Executive

Directors are devoting sufficient time to

their roles

Report on page 67

Committees

GBG Annual Report and Accounts 2026

GovernanceStrategic report Financial statements

Board and Committee activity

Board meetings and governance

The Board meets formally at least 10 times

each year. Each meeting includes a review of

GBG’s operational and financial results, with

presentations from the CEO and CFO. Members

of the Executive Team and other senior

managers are often invited to present, ensuring

the Board has direct access to management.

Board agendas are set by the Chair in

consultation with the CEO and supported by

the Group Company Secretary, who maintains

a rolling schedule of reserved matters and

key topics. Directors receive comprehensive

and timely information to support informed

decision making and have access to the

Group Company Secretary when required.

Where appropriate, Directors may also seek

independent professional advice at the

Company’s expense to help them discharge

their responsibilities effectively.

The following provides a quarterly breakdown

of Board and Committee activity in FY26.

Given the significant time and focus dedicated

to the move to the Main Market, a separate

summary of Board activity relating specifically

to the move is included on page 55.

April to June

– Reviewed and approved the FY25

results, Annual Report and Accounts

and final dividend of 4.40p

– Considered proposals for the Group’s

growth plan and M&A strategy

– Reviewed capital allocation options

and approved a £1 million EBT share

purchase and a £10 million share

buyback programme

– Received regular updates on progress

against the Americas turnaround plan

– Reviewed and recommended to

shareholders the updated Articles

ofAssociation

– Approved a joint venture and the FY24

and FY25 Gender Pay Gap Reports

– The ESG Committee was rebranded

the “Impact Committee” to align with

the Group’s strategic direction

Events:

Investor roadshow (FY25 results)

Committee meetings:

Announcements:

– Trading update

– FY25 results

– FY25 Annual Report publication

– Notice of AGM

– Share buyback programme

July to September

– Considered capital allocation and

approved a further £25 million share

buyback programme

– Reviewed and approved the AGM

trading update

– Received an update and held detailed

discussion on defence strategy and

M&A activity

– Reviewed and approved the Modern

Slavery Statement forpublication

Events:

AGM

Committee meetings:

Announcements:

– Trading update

– Results of AGM

– Share buyback programme

October to December

– Reviewed and approved the H1 FY26

results and discussed priorities for H2

– Received the results of the Q12 Employee

Engagement Survey

– Held a two-day Board strategy

meeting to consider priority topics

including innovation, M&A, the

Americas, GBG Go, and AI

– Held detailed discussions and approved

the DataTools Pty Limited acquisition

– Considered capital allocation and

approved a £10 million extension to

the share buyback programme

Events:

Investor roadshow (H1 FY26 results)

Committee meetings:

Announcements:

– Proposed move to the Main Market

and trading update

– Acquisition of DataTools Pty Limited

– Trading update

– H1 FY26 results

– Share buyback programme extension

– Admission to the Main Market

GBG Annual Report and Accounts 2026

GovernanceStrategic report Financial statements

Move to the Main Market

Board and Committee activity continued

Following a full and thorough

review, to assess Main

Market readiness, the Board

concluded that Q4 of FY25

was not an appropriate time

for the Company to apply

for admission to the Main

Market. The Board agreed to

keep this under review and

reassess the position early

in FY26.

A Disclosure Committee was established and a suite of

governance policies, the matters reserved for the Board

and the Committees’ Terms of Reference were reviewed

and approved. The Financial Position and Prospects

Procedures (FPPP) and Working Capital Board

memoranda were also considered in detail by the Audit

& Risk Committee. The AIM Rule 41 Notice (to confirm

the Company’s intention to leave AIM) was approved,

together with the decision to adopt the UK Corporate

Governance Code on admission. Committee changes

were confirmed, including resignations from the

Nomination and Audit & Risk Committees and the

appointment of Michelle as the Non-Executive Director

responsible for workforce engagement.

Updates were provided against

each workstream, the overall

project timetable and progress

from the project team, legal

advisor and Sponsor. Directors’

responsibilities relating to the

prospectus were outlined and

further transition considerations

were discussed by the Board.

The Audit & Risk Committee

reviewed the FPPP and Working

Capital Board memoranda.

January June July September October

GBG admitted to the Main Market - 30 October 2025

2025

The project was launched, with a

view to complete the move to

Main Market by November. All

necessary workstreams were to

proceed at pace, with the FCA

review recognised as a key driver

of the timetable.

Key documents were reviewed and approved. These

included the prospectus, responsibility statement,

verification notes, working capital memorandum, FPPP

memorandum, PwC comfort letter, GBG comfort letter,

Sponsor agreement, FCA procedures, systems and

controls confirmation form, the publication

announcement and other associated approvals.

January to March

– Reviewed and approved the proposed

approach to refinancing the Group’s

debt facilities

– Reviewed and approved Board policies

– Conducted an internal review of the

effectiveness of the Board,

Committees and individual Directors

– Detailed discussion on the budget

proposal for FY27, taking into

consideration principal risks, the

keyunderlying assumptions and

stresstesting

– Reviewed the proposed

RemunerationPolicy

– Approved a further £10 million

extension to the share buyback

programme to begin in FY27

Events:

Board visit to Atlanta office

Committee meetings:

Announcements:

– Completion of refinancing

– Share buyback programme extension

GBG Annual Report and Accounts 2026

GovernanceStrategic report Financial statements

Culture

A strong and cohesive culture underpins how

we work and the results we achieve. It shapes

the way our team members collaborate and

helps us foster an environment that supports

performance, innovation and a genuine sense

of belonging. When people feel supported

and recognised, they are better able to

contribute to shared goals.

Our purpose provides clear direction for

theorganisation, while our values guide how

we work together through building trust,

acting responsibly and being inclusive.

Leaders across the Group play an important

role in embedding these principles in

everyday behaviour.

Our ‘Team GBG’ mindset brings our people

together behind a common ambition. It

encourages collaboration, accountability and

a belief that we succeed by winning together,

strengthening a culture that enables our

people to contribute with confidence.

Read more about our Impact Report: gbgplc.

com/reports

How the Board monitored and embedded culture in FY26

The Board actively monitored, embedded and reinforced our culture through a range of activities and governance

processes, including:

The CEO report

Action: The Board received regular updates

from the CEO on our people.

Outcome: Highlighted progress on

headcount stability and retention, enabling

the Board to assess workforce resilience and

the impact of the new performance incentive

scheme.

Board meeting location

Action: The Board held the May meeting in

Chester and the February meeting at the

Atlanta office.

Outcome: Strengthened the Board’s

understanding of regional cultural dynamics,

enabling more informed decision making on

global engagement priorities and ensuring team

experiences are reflected in cultural oversight.

Team member interaction

Action: The Board held lunches with key team

members in the Chester, London and Atlanta

offices to hear first-hand perspectives on life

at GBG.

Outcome: Provided insight into team

member sentiment, reinforcing themes from

engagement surveys and enabling the Board

to validate cultural priorities.

Whistleblowing hotline

Action: The Board reviewed summaries of

any whistleblowing reports and management’s

mitigating actions.

Outcome: Strengthened assurance that

concerns were being addressed promptly and

appropriately, supporting a robust speak up

culture and reinforcing our commitment to an

ethical and safe workplace.

Policy oversight

Action: The Board approved key Group

policies, including the Code of Conduct,

Whistleblowing Policy and Share Dealing Code.

Outcome: Ensured our governance

framework continued to promote ethical

behaviour, maintained regulatory compliance

and reinforced consistent cultural

expectations across the business.

Acquisition integration

Action: The Board monitored the cultural

integration following the acquisition of

DataTools.

Outcome: Provided Directors with

confidence that GBG’s values were being

effectively embedded and that new team

members were supported through transition,

reducing cultural risk and strengthening

long-term integration success.

Sharesave

Action: Approved the launch of the

Sharesave scheme and received an update

onteam member participation.

Outcome: Participation levels offered

theBoard a clear measure of cultural

commitment and organisational confidence,

demonstrating team members’ belief in GBG’s

long-term direction.

All hands

Action: The CEO hosted quarterly ‘All Hands’

calls with team members globally.

Outcome: Provided teams with transparency

around strategy and performance, allowed

team members to ask questions and

supported consistent cultural messaging

across all regions.

Dedicated NED

Action: Michelle Senecal de Fonseca was

appointed the dedicated NED for workforce

engagement.

Outcome: The appointment will assist the

Board’s direct understanding of workforce

perspectives, providing insights that inform

strategic discussions.

Attendance at key events

Action: Board members attended a number of

key events during the year including the London

Stock Exchange and the GBG Challenge.

Outcome: Increased leadership visibility

andoffered Directors real-time insight into

ourculture.

Q12 engagement survey

Action: The Board reviewed the results of the

Q12 engagement survey.

Outcome: The insights helped the Board

understand the experiences and views of our

people, with 87% of respondents

recommending GBG as a great place to work.

Internal audit reports

Action: The Audit & Risk Committee received

reports from Internal Audit and requested

updates on culture and engagement in relation

to the audit process.

Outcome: Provided assurance that culture

isembedded in day-to-day governance and

risk management.

GBG Annual Report and Accounts 2026

GovernanceStrategic report Financial statements

Culture continued

Michelle Senecal de Fonseca

Dedicated NED for workforce engagement

Appointed September 2025

“ At GBG, we believe

thatlistening to our

peopleunlocks the

potential of our business.

By understanding their

day-to-day experiences,

wegain the insight and

inspiration needed to

continually evolve and

improve. Their voices

shape our progress and

help to build a workplace

where everyone can make

a meaningful impact.”

Q: What has been your focus

for FY26?

A: As this is my first year in the role, I have

focused on establishing a clear and

accessible channel through which the

views and experiences of our people

can be brought directly into Board

discussions. My role is to represent the

workforce at Board level and ensure

their perspectives meaningfully inform

decisions on culture, strategy and the

working environment. In FY27, I will

concentrate on building strong

relationships across the organisation,

understanding the themes that matter

toteam members and shaping an

engagement approach that supports

anopen, inclusive and high-

performing culture.

Q: How did you engage with team

members during

the year?

A: My initial engagement has focused on

building a strong understanding of our

culture and the most effective ways to

hear directly from team members. This

has included spending time with team

members during lunches at both the

London and Atlanta offices, which

provided valuable early insight into

day-to-day experiences and the

themes that matter most to our people.

I have also met with our Group People &

Talent Director, Group Company

Secretary and Head of Impact and

Sustainability to better understand our

current culture, existing engagement

channels and areas where further

connection would be beneficial. These

conversations are helping me to shape

the most effective approach for

workforce engagement forFY27.

Q: What are your priorities

for FY27?

A: They are centred on establishing a

structured, consistent and meaningful

approach to workforce engagement. I will

provide the Board with updates on the

themes and insights I gather from team

members, ensuring workforce

perspectives inform our discussions on

culture, strategy and the working

environment. I also plan to attend an

Impact Working Group meeting to stay

close to key initiatives and to understand

how team members across the business

are contributing to our priorities.

Q: What new forms of

engagement would you like to

introduce in FY27?

A: I would like to introduce a broader

range of engagement opportunities to

strengthen visibility and create more

open channels for dialogue. This may

include dedicated conversations and

listening sessions with team members

across regions. Holding informal office

lunches and other scheduled events in

the office will help me ensure that team

members have varied and accessible

ways to share their experiences and

feedback directly with me and other

members of the Board.

Q: How has culture been

embedded across GBG?

A: I am keen to ensure that our values

areembedded in everything we do and

Ifeel that this can be achieved through

leadership visibility, structured

engagement and governance oversight.

To fully embed culture insights from team

interactions and surveys are regularly

provided to the Board and this is used to

help inform our timetable of engagement

and set our people priorities.

GBG Annual Report and Accounts 2026

GovernanceStrategic report Financial statements

Section 172

Directors’ decision making

Our Section 172 Statement

s.172 considerations Examples Page

(a) The likely consequences

of any decision in the long term

1) Our Financial Review explains how we balance returns to shareholders,

through dividends, with capital invested in various business

development projects

2) Our governance framework shows how the Board delegates its authority

Finance review: pages 24 to 27

Governance framework: page52

Our strategy: page 14

(b) The interests of the

company’semployees

1) Stakeholder Engagement – People

2) Impact Committee Report

3) Our Impact Report demonstrates our commitment to fostering positive

stakeholder relationships

Our business model: page 12

Stakeholder engagement: pages 61 to 64

Remuneration Committee report: pages 80

to 83

business relationships with

suppliers, customers and others

1) Stakeholder Engagement – Customers/suppliers

2) Our business model sets out the impact and the value we generate

forstakeholders

The market environment: page 11

Our business model: page 12

Stakeholder Engagement: pages 61 to 64

Our Strategy: page 14

(d) The impact of the company’s

operations on the community

andthe environment

1) Our Impact Committee Report outlines how the Committee has

approved and supported the new impact Strategy

2) Our Impact Report details the impact of our operations

Our business model: page 12

Stakeholder engagement: pages 61 to 64

Ourstrategy: page 14

ESG / TCFD: pages 37 to 44

Impact Committee report: pages 71 to 72

Impact Report: gbgplc.com/reports

(e) The desirability of the company

maintaining a reputation for high

standards of business

1) Impact report – Code of Conduct

2) Our governance policies ensure the Board, the Executive Team, and all

team members know what is expected of them

3) The Board has undertaken a review of the requirements ofEconomic

Crime and Corporate Transparency Act (ECCTA)

Our business model: page 12

ESG / TCFD: page 37 to 44

Non-Financial and Sustainability

Information Statement: page 38

Principal risks: pages 28 to 36

Audit & Risk Committee report: pages 73

to79

Impact Report: gbgplc.com/reports

(f) The need to act fairly between

members of thecompany

1) Stakeholder Engagement - Shareholders

2) Share buyback

Our Investment case: page 6

Our business model: page 12

Stakeholder engagement: pages 61 to 64

Our strategy: page 14

Remuneration Committee report: pages

80- 83

Board experience

The Board has a diverse set of skills,

knowledge and experience.

Each year it carries out a review of the

Group’sstrategy, at the annual strategy event

in November.

This assists the Board with making informed

decisions that promote the long-term success

of the Company, while considering the needs

of its stakeholders.

Board information

The Board receives sufficient, timely, accurate

and comprehensive information to support

high-quality review, discussion and

decisionmaking.

In-person updates from management are

provided at each Board meeting which the

Directors query, challenge, and debate, to

ensure conflicting stakeholder views are

carefully considered.

Updates on the progress of actions and

implementation of decisions are also provided,

to allow the Board to review and adjust as

situations (and stakeholder priorities)

inevitably evolve.

Board discussion

The Board sets the strategic direction, values

and culture of the Company. It sets the tone

for how business is done and has embedded

an expectation that stakeholder considerations

are central to decision making at all levels.

The Chair ensures sufficient time is allocated

for the Board to review and approve decisions.

Duties to each of our key stakeholder groups

are taken into account asappropriate when

makingdecisions.

All Directors constructively challenge and

contribute to discussions, as well as offering

additional perspectives.

Direction and decisions

The Board considers and, if appropriate,

approves all items where an approval request

is made.

Actions are taken to implement the Board’s

decisions. These are captured by the

Company Secretary so that outcomes are

reported back to the Board.

Actions are also taken as a result of

engagements with stakeholders, including

investors, customers and team members.

GBG Annual Report and Accounts 2026

GovernanceStrategic report Financial statements

Acquisition of DataTools

Context

During the year, management presented to the

Board the opportunity to acquire DataTools, an

address-verification business is highly

complementary to our existing offering, adding

further scale in the Australia and New Zealand

(ANZ) region, where we are already experiencing

strong growth.

Stakeholder considerations

In line with Directors’ duties under section 172,

the Board carefully evaluated the proposal and

considered the potential impact of the

acquisition on key stakeholder groups, including:

– Customers: Strengthening our presence in the

ANZ region enables us to better serve

customers by offering a broader and more

accurate data and verification capability

– Employees: The Board assessed the potential

cultural fit and opportunities for collaboration,

recognising that combining teams would

broaden market insight, support capability

development, and provide new opportunities

for both DataTools and GBG colleagues

– Investors: The acquisition was reviewed for its

potential to accelerate growth, expand our

regional footprint, and deliver enhanced

long-term value through a strategically aligned

and scalable offering

– Suppliers and partners: The Board noted the

potential to deepen existing supplier

relationships and open up opportunities with

new partners due to the expanded market

reach and complementary product set

Board deliberations

The Board reviewed comprehensive information

on DataTools, including its financial performance,

customer base, product capabilities and

organisational culture. Directors considered the

strategic rationale, potential integration

pathways, and the longer-term value that the

combined offering would deliver across

stakeholder groups.

Following detailed discussion, the Board

concluded that the proposed acquisition would

strengthen our regional market position, enhance

the long-term customer proposition, and support

broader strategic objectives. The acquisition was

therefore approved.

Section 172 factors considered

– Long-term consequences: The Board agreed

that DataTools’ capabilities are strategically

aligned to GBG’s existing solutions and would

enhance the Group’s ability to support

customers in ANZ. The acquisition is expected

to strengthen long-term value creation by

expanding our footprint in a high-growth region

– Employee interests: Directors considered the

positive impact the acquisition would have on

both organisations’ teams, including

expanding market opportunities, enabling

cross-team collaboration, and benefiting from

the strong cultural alignment between GBG

and DataTools

– Relationships with suppliers, partners and

stakeholders: The Board recognised that

integrating DataTools into GBG’s ecosystem

would reinforce existing relationships and

enable further opportunities for new

strategicpartnerships

Principal decisions in FY26

Transition to a Main

Market listing

Context:

In early FY26, the Board took the decision to

begin the process of moving GBG’s listing from

the Alternative Investment Market (AIM) to the

Main Market of the London Stock Exchange. As

part of this evaluation, the Directors undertook a

structured consultation with major shareholders

and considered a wide range of

stakeholder-related factors.

Stakeholder considerations:

In line with their duties under section 172,

Directors assessed the potential benefits and

impacts of a move to the Main Market, including:

– Team members: The Board recognised that a

Main Market listing could further enhance

GBG’s profile and reputation, supporting

employee pride, retention and the ability to

attract high-calibre talent across global

markets

– Shareholders: Directors considered the

increased liquidity, broader investor base, and

enhanced access to capital associated with a

Main Market listing, providing shareholders

with a more robust and transparent investment

platform

– Other stakeholders: The Board noted that Main

Market admission could support stronger

partnerships, increased customer confidence,

and a more resilient governance environment

aligned to the expectations of a global

technology business

– Governance and reporting: The Board reviewed

our existing governance framework, confirming

that our processes and disclosures were

already closely aligned with Main Market

standards, demonstrating readiness for a

premium regulatory environment

– The Board reaffirmed its obligation to act in

shareholders’ best interests by ensuring GBG’s

listing provides the most appropriate structure

that will enable the business to deliver

long-term sustainable growth

Board deliberations

Having reviewed internal analysis, external advice,

peer benchmarking and extensive feedback from

our largest shareholders, the Board concluded

that transitioning to the Main Market represented

a natural next step in our strategic development.

Directors determined that the move will deliver

improved access to capital when required,

enhance our market visibility and strengthen our

global profile as a listed business. The Board

therefore approved commencing the formal

application for admission to the Main Market.

Section 172 factors considered

– Likely long-term consequences: A Main Market

listing was assessed as supporting our

long-term growth ambitions by broadening

capital-raising options, increasing investor

confidence and reinforcing our market position

as we scale

– Maintaining reputation for high standards of

business conduct: The Board recognised that

joining the Main Market, a listing venue known

for its more rigorous governance, reporting and

regulatory requirements, further demonstrates

our commitment to transparency,

accountability and high-quality corporate

stewardship

– Employee interests: Directors considered the

positive internal impact of operating in a

higher-profile market segment, supporting

employee engagement, strengthening the

employer brand and enhancing opportunities

for professional development as we continue

to grow

GBG Annual Report and Accounts 2026

GovernanceStrategic report Financial statements

Capital allocation

Context

As part of the annual budgeting process, the

Board reviews and approves how capital will be

allocated to support our growth strategy. This

includes investment in capital expenditure,

talent, and strategic acquisitions. The balance

between these areas is guided by our short to

medium-term priorities, ensuring that capital

deployment aligns with both strategic ambition

and operational resilience.

In April 2025, following consultation with major

shareholders, the Board approved a share

buyback programme of up to £10 million to

return value to shareholders. After the successful

completion of this initial programme, the

Directors approved a further £25 million buyback

commencing in July 2025. This was subsequently

extended by an additional £10 million in

November 2025.

As at 31 March 2026, the Company has repurchased

shares with a total value of £45 million.

Stakeholder considerations

In line with Directors’ duties under section 172,

the Board considered a wide range of

stakeholder impacts when determining the most

appropriate capital allocation strategy:

– Shareholders: The Board assessed shareholder

sentiment and market expectations regarding

returns, recognising that a structured buyback

programme would optimise capital efficiency

while delivering direct value to shareholders

– Employees and customers: Directors also

considered the importance of sustaining

investment in technology, innovation and

talent to ensure we remain a trusted partner

to customers and an employer of choice

– Future growth and strategic flexibility: The

Board evaluated the need to retain sufficient

capacity to pursue acquisitions and continue

investing in long-term capabilities to support

GBG’s strategic direction

Board deliberations

The Board undertook a comprehensive review of

our capital position, liquidity profile and future

investment needs, alongside feedback gathered

from major shareholders and analysis of

prevailing market conditions.

Directors concluded that commencing and

subsequently extending the share buyback

programme was an appropriate and balanced

approach to capital allocation. It enabled the

Company to return surplus capital to

shareholders while continuing to invest in the

people, technology and strategic opportunities

necessary to support sustained future growth.

Section 172 factors considered

– Likely long-term consequences: The Board

determined that the buyback programme

could be undertaken without compromising

our ability to invest in future growth

opportunities, ensuring long-term resilience

and strategic flexibility

– The need to act fairly between members of

the Company: Directors considered fairness

across the shareholder base, ensuring the

structure and timing of the buybacks did not

advantage or disadvantage any group of

shareholders and were carried out transparently

and in accordance with market regulations

– Maintaining strong financial discipline: The

Board ensured that the buybacks

complemented - rather than replaced -

ongoing investment in strategic priorities,

safeguarding our ability to deliver long-term

sustainable value for all stakeholders

Re-financing

Context

We continue to demonstrate strong financial

discipline, underpinned by our cash generative

business model. As at 31 March 2026, we

delivered an adjusted cash conversion of 87%,

creating a robust financial platform from which

we can reinvest in both organic and inorganic

growth opportunities.

In March 2026, the Group agreed a £175 million

multicurrency Revolving Credit Facility (“RCF”) to

September 2030, with two further one-year

extension options. The Board reviews capital

structure on a regular basis and considers the

most appropriate use of financing facilities

alongside our strong cash position, taking into

account shareholder expectations regarding

prudent levels of leverage and financial flexibility.

Stakeholder considerations

When approving the renewal of the RCF,

theBoard considered a range of stakeholder

impacts consistent with its duties under section

172, including:

– Shareholders: Ensuring that we maintain the

financial flexibility required to invest in strategic

opportunities, while managing debt responsibly

and in line with investor expectations

– Customers and suppliers: Maintaining access

to committed funding supports operational

resilience, protects service continuity, and

reinforces confidence among partners who

rely on our long-term stability

– Employees: Secure and well-structured

financing arrangements underpins our ability

to invest in talent, innovation and future

capability, supporting job security and

development opportunities

Board deliberations

– As part of the approval process, the Board

reviewed detailed analysis of the proposed

RCF, including pricing, covenants, maturity

profile, flexibility to support future

acquisitions, and alignment with our broader

capital allocation strategy

– Directors concluded that renewing and

updating the facility was a prudent step that

strengthened our financial footing, maintained

appropriate liquidity headroom, and supported

the execution of long-term strategic objectives

Section 172 factors considered

– Likely long-term consequences: The Board

recognised that securing the RCF would

provide certainty of funding for the Group over

the medium term, supporting sustained

investment in technology, people and strategic

initiatives while maintaining resilience through

economic cycles

– Relationships with suppliers, customers and

others: Ensuring access to committed financing

reinforces our ability to deliver consistently for

customers, meet contractual obligations, and

maintain trusted relationships with suppliers

and partners across the value chain

– Employee interests: By safeguarding our

financial strength, the refinancing supports

ongoing investment in skills, capability and

organisational growth. This ultimately benefits

team members by enhancing their long-term

career opportunities

Principal decisions in FY26 continued

GBG Annual Report and Accounts 2026

GovernanceStrategic report Financial statements

Stakeholder engagement

Stakeholders

Section 172 statement:

Our statement describing how the

Directors have had due regard to the

matters set out in section 172(1) (a) to (f)

of the Companies Act 2006 when

performing their duty to promote the

success of the Company can be found

on page 58.

Understanding our

stakeholders and prioritising

these relationships is essential

to our long-term success.

Thefollowing section outlines

key stakeholder engagement

undertaken during the year

and the resulting actions.

Shareholders

Building shareholders’ trust through

continuous engagement helps secure their

ongoing investment and support. We are

committed to maintaining transparent and

open engagementwith them. We need to

understand their needs so we can maintain

their confidence and support.

Why we engage

We support clear and open dialogue with all

our shareholders to understand and align

with their priorities. Appreciating their views

supports the decisions we take and the

opportunities we create. We provide regular

updates to them so they can be assured that

we are managing the Company responsibly,

creating value and delivering long-term,

sustainable growth and returns.

How we engage

Our investor relations (IR) programme is led

by our Executive Directors and the Head of IR.

Regular dialogue with our institutional

investors, potential investors and sell-side

analysts provides insight to their views and

policies. The Board receives regular updates

to ensure it considers the views of

shareholders in decision making. The Chair

and other Non-Executive Directors frequently

make themselves available to meet with our

largest shareholders.

Investment case on page 6

FY26 highlights and outcomes

We have had regular dialogue with shareholders

during the year, through a mix of individual

and group meetings on our results roadshows,

bank-hosted investor conferences and direct

access requests to meet with the business.

This enables us to understand what matters

to investors to help shape our strategic focus

and capital allocation.

Institutional investor visit - This event was

very well attended and saw more than 35

investors visit us in the City of London.

Theywere able to hear from the Executive

Team about key priorities for the business.

Notably our Americas CRO to provide more

understanding of the ongoing turnaround in

that region. Investors also saw a demo of our

GBG Goplatform, launched in April 2025,

demonstrating our progress as we took this

new innovation to market.

Move to Main Market in October 2025 –

Following the announcement of our intention

to move in early FY26, we proactively increased

engagement, arranging a number of investor

meetings. This recognised the need to

manage a significant expected turnover in the

share register, as AIM-related shareholders

moved off by our uplisting date. This

engagement was important to ensure there

was sufficient demand for shares to result in

a valuation for GBG that would enable the

Company to be included in the FTSE 250 at

the December index rebalancing. This was

subsequently confirmed in early December.

Capital allocation – The deployment of our

free cash flow during the year continues to

be executed within a clear framework. It

balances the need to drive shareholder value

while also investing to strengthen our core

solutions of Identity Fraud and Location as

we create a platform for accelerated growth.

Examples of this in action include the ongoing

investment as we unify our capabilities

through GBG Go, and the bolt-on acquisition

of DataTools to scale up our location

capabilities in the fast-growing ANZ region.

We delivered sizable shareholder returns in

FY26, including our first share buybacks that

will be accretive to our earnings over the

longterm. By 31 March 2026, we had

executed £45 million of share repurchases,

representing approximately 8% of GBG’s

equity. Further returns were provided in the

form of our dividend, with shareholders

approving a final dividend payment of 4.4p

per share at the 2025 AGM. Total dividends

paid during FY26 were £11 million, within

which shareholders were offered a Dividend

Reinvestment Plan alternative.

Executed share repurchases

£45m

Total dividends paid

£11m

GBG Annual Report and Accounts 2026

GovernanceStrategic report Financial statements

Stakeholder engagement continued

People

Developing and attracting high-quality,

high-performing talent is a key driver of

oursuccess. As of 31 March 2026, we have

1,055 team members worldwide. Making them

feel valued and supported is a priority for the

Board. We want them to perform at their best

every day.

Why we engage

Our people are the driving force behind our

success, and we remain committed to creating

an environment where colleagues feel valued,

supported and able to perform at their best.

Guided by the purpose and values that shape

how we operate, we have strengthened the

foundations that enable our teams to thrive.

We cannot deliver our purpose without our

dedicated workforce. They are at the centre of

everything we do. As our business grows we

want to make sure our people have the skills

they need to succeed now and in the future.

How we engage

We place strong emphasis on maintaining

open, transparent and inclusive engagement

with team members across the Group. Regular

feedback is gathered through our twice yearly

engagement surveys and ongoing listening

activity, so they can share their perspectives

and influence how we develop our culture,

ways of working and people priorities.

We also promote a strong speak

up culture, supported by clear and trusted

channels, including our whistleblowing

process. These engagement mechanisms

help strengthen trust, accountability and

informed decision making across GBG.

More information can be found on page 44

FY26 highlights and outcomes

This year we have strengthened engagement

by embedding our refreshed performance

management framework and increasing

participation in engagement surveys. This

impact was externally recognised when we won

the Gallup Exceptional Workplace Award for

engagement, with insights gathered throughout

the year informing targeted action planning and

shaping our culture and people priorities.

Following our move to the Main Market, and

appointment of a workforce engagement

NED, we have created opportunities for team

members to spend time with our Board. Most

recently this was in February when the

Directors visited our Atlanta hub and met

with members of the local team. We have a

series of activities planned for FY27 to ensure

we strengthen activities, ensuring team

members feedback was consistently shared

with the Board and informed discussions on

culture and organisational priorities.

Total number of team members

1,055

Participation in Q12 survey

91%

Customers

We are committed to delivering reliable,

innovative products and services that

consistently meet the evolving needs of

ourcustomers.

Why we engage

Understanding our customers’ experiences

and expectations is essential to maintaining

excellence. We actively seek their feedback to

identify opportunities to improve our services

and focus on the issues that matter most to

them. As expectations and market conditions

shift, we continually evolve our product and

service offerings to ensure we deliver

best-in-class solutions.

How we engage

We maintain strong, long-term relationships

with our customers throughout the year. Our

24/7 customer helpdesk provides dedicated

support whenever it is needed. We also run

an ongoing customer satisfaction survey

using the Net Promoter Score (NPS) model.

This enables us to track sentiment, identify

areas for improvement, and respond quickly

to emerging themes. Survey insights and

customer feedback are regularly reported to

the Board to inform decision making.

Read more about the products and services

we offer on pages 5 to 12

FY26 highlights and outcomes

Our Growth Unlocked event, held on

30September 2025 was attended by 115

customers and reinforced our commitment

to customer engagement. The event provided

an opportunity for us to present directly to

customers on emerging themes of agentic AI

and digital IDs and how our technology is so

aligned with these developments, combining

trust, safety and seamless user experiences.

The Customer: myPOS is a fast-growing

European fintech, providing small and

medium-sized businesses with in-store,

online and mobile payment solutions.

The Challenge: myPOS experienced

challenges in international KYC

processes, where variations in data

quality and matching accuracy

influenced customer approvals and

growth potential.

The Solution: After testing multiple

providers, myPOS chose GBG for its

proactive support – boosting data

quality, match accuracy and

KYCperformance.

The Outcome: myPOS doubled its

customer auto-approval rate across

international markets, accelerating

customer onboarding and reducing

manual checks.

Customer case study:

GBG Annual Report and Accounts 2026

GovernanceStrategic report Financial statements

Stakeholder engagement continued

Communities

We recognise our responsibility to conduct

business in a way that reflects our purpose,

values and impact strategy. As a technology

company operating in the identity and data

ecosystem, this includes understanding the

societal impacts of digital identity, addressing

bias and exclusion risks inherent in technology,

and engaging responsibly with the communities

our products ultimately serve.

Why we engage

We engage with communities to better

understand the real-world impact of our work

and the role we play in the digital ecosystem.

We monitor and report regularly on our impact,

this is supported by clear, measurable targets

that help us track progress and drive

continuous improvement and, ensure that

what we do has a positive effect that extends

beyond our commercial operations.

This helps us assess how our products,

services and decisions affect people and

society, including the potential risks of bias,

exclusion or unintended harm associated

with technology and data use.

Ongoing engagement and monitoring support

informed decision making, accountability and

continuous improvement over the long term.

How we engage

We engage with our communities through

active participation in sector discussions,

thought leadership and collaborative

initiatives that help shape the future of our

industry. We maintain strategic partnerships

with organisations such as Women in Identity,

TechUK and Women in Tech, enabling us to

champion inclusion, innovation and

responsible technology use.

We engage through a combination of industry

collaboration, internal engagement and direct

community action, reflecting our role as a

responsible technology business. We work

with industry bodies and specialist

organisations to contribute to discussions on

digital identity, inclusion and trust, helping to

shape responsible practice and reduce

barriers to participation.

We also support communities through

practical initiatives, including colleague-led

volunteering and laptop donation programmes

that help improve access to digital tools and

services. Our paid volunteer leave enables

colleagues to contribute their time and skills

locally, while internal engagement helps

ensure our people understand the wider

social impact of our work and how it supports

local economies and stronger digital systems.

FY26 highlights and outcomes

Recognising the breadth of our impact across

stakeholder groups, the Board supported the

development of a more expansive impact

strategy, strengthening alignment between

our purpose, values and the influence we

have in our wider ecosystem.

We accelerated this work by creating a

cross-functional Impact Working Group, which

meets regularly to understand local community

challenges and identify meaningful ways GBG

can contribute. We also look to how our

products and services have a wide-reaching,

positive impact on the communities they serve.

We also established longer-term partnerships

with selected charities this year, enabling more

sustainable, two-way relationships. These

partnerships have supported a variety of

initiatives, including Christmas gift-wrapping

programmes, laptop donations and

opportunities for colleagues to offer

professional skills to build capability in

community organisations.

In FY26, we shifted our focus from setting

direction to embedding impact more

consistently across the business. Building on

the foundations established in the prior year,

engagement with communities became more

structured and more closely connected to

how we think about inclusion, responsible

technology and long-term value creation.

Throughout the year, we continued to use

insights from across the organisation to inform

priorities, helping us to strengthen our

understanding of how community needs, digital

inclusion challenges and societal expectations

intersect with our products and markets. This

reinforced the importance of us addressing

bias, access and trust in the digital identity

ecosystem as part of day-to-day decision

making, rather than as standalone activity.

FY26 also saw continued momentum in

practical community engagement.

Longer-term charity relationships enabled

more sustained ongoing collaboration, while

our volunteering and laptop donation

initiatives supported access to digital tools,

skills and services. Together, these activities

reflect a more connected approach to

community engagement, aligned to our

purpose, values and responsibilities under

section 172.

“ Thank you so much to

everyone at GBG for

choosing to support

KidsBank. It means a huge

amount to us and we are

incredibly grateful for all

ofyour volunteering and

fundraising support, we

couldn’t do what we do

without you.”

Dee Denton,

CEO Kidsbank

GBG Annual Report and Accounts 2026

GovernanceStrategic report Financial statements

Stakeholder engagement continued

Suppliers

Developing strong, transparent and

collaborative operational relationships with

our suppliers is essential to our long-term

success. We consider the impact of our

decisions on our wider supply chain and work

to ensure that our suppliers uphold the same

high standards we expect ofourselves.

Why we engage

We recognise the importance of maintaining

positive, respectful and mutually beneficial

relationships across our supplier network.

This includes ensuring a shared understanding

of expectations, responsibilities and ways

ofworking.

To safeguard quality and integrity, we conduct

thorough due diligence when onboarding new

suppliers and maintain regular communication

throughout the relationship. This enables us to

uphold high standards of conduct, reduce risk

and ensure suppliers operate ethically,

responsibly and in line with our values and

sustainability goals.

How we engage

Our supplier relationships are led by a

dedicated team of experienced procurement

specialists who oversee all aspects of

onboarding and ongoing performance. New

suppliers receive clear guidance on our

standards and compliance requirements

from the outset.

We maintain continuous dialogue with key

suppliers to monitor service delivery,

strengthen collaboration and ensure that the

products, data and services they provide us

meet the quality and reliability our customers

depend on.

Impact of our engagement

Our consistent and responsible approach has

helped us build long-standing relationships

with a number of critical suppliers, enhancing

the quality, resilience and reliability of our

products and services.

In particular, our relationships with data

suppliers strengthen the integrity of our

global solutions: the breadth and accuracy of

our data portfolio enables our customers to

achieve strong match rates, onboard genuine

individuals and more effectively detect and

prevent fraud. This contributes directly to the

trust customers place in our services and

reinforces the value we deliver across markets.

Engagement with suppliers will also form a key

part of our near-term emissions reduction

strategy, recognising the role of our value chain

in achieving our targets. Over the coming year,

we will deepen our engagement with priority

vendors to improve data quality, transparency

and collaboration. This will support progress

towards our goals while strengthening

long-term, responsible partnerships.

Regulators

We operate within the requirements of

aregulated industry and recognise our

responsibility to uphold the highest

standards of compliance and governance.

Weconsider the long-term impact of

regulatory developments on our business,

our customers and the broader ecosystem

inwhich we operate.

Why we engage

Effective engagement with regulators is

essential to ensuring that the legal and

regulatory frameworks governing our

industryare well matched to evolving risks,

opportunities and societal expectations.

We engage proactively to understand

regulatory priorities and contribute to the

development of legislation and industry

standards affecting customer, supplier,

environmental, social and governance issues.

This ensures our business not only meets its

obligations but also helps shape a responsible

and sustainable regulatory landscape.

How we engage

Our Chief Legal Officer, supported by a

specialist global team, leads our regulatory

engagement and ensures compliance across

all jurisdictions in which we operate. This

includes active involvement in relevant

industry bodies and associations that work

closely with government to inform future

policy direction.

In addition, our Impact and Sustainability

Manager oversees our compliance with

emerging ESG-related requirements,

including climate-related financial disclosure

regulations. This ensures we remain aligned

with best practice and fully meet our

reporting obligations.

Our Head of Impact and Sustainability

oversees our response to evolving

ESG-related regulatory requirements,

including climate-related financial

disclosures and the UK Sustainability

Reporting Standards (UK SRS). Through

established reporting processes and

governance oversight, we are well positioned,

demonstrating transparency, consistency

and readiness as sustainability-related

reporting requirements continue to develop.

Impact of our engagement

Through sustained, transparent and

responsible engagement, we maintain robust

compliance with all relevant laws and

regulations across our global footprint.

Our commitment to working constructively

with regulators and industry partners

reinforces trust in GBG, strengthens the

Company’s licence to operate, and ensures

that regulatory expectations are embedded

into the Group’s strategy, operations and

decision making. This helps safeguard our

reputation, supports long-term value

creation and positions us as a respected

andresponsible operator in our industry.

GBG Annual Report and Accounts 2026

GovernanceStrategic report Financial statements

Board effectiveness

Annual Board evaluation

The Board’s balance of skills

and experience, as well as its

independence, knowledge and

diversity, is monitored by the

Nomination Committee.

The annual evaluation of the Board, its

Committees, the Chair and individual Directors

offers a valuable chance for Board members

to review their performance over the past year,

both individually and collectively. It allows

them to assess their effectiveness in fulfilling

their statutory duties for the benefit of GBG’s

members as a whole. It also serves as an

essential tool for identifying opportunities to

enhance the Board’s effectiveness while

recognising its current strengths.

The Board considers the annual evaluation to

be a key way to assess its effectiveness and

drive continuous improvement. The

evaluation’s findings are discussed in full by

the Board, and the resulting actions inform

Board priorities, Committee focus and

succession planning. Progress against agreed

actions are monitored by the Board during

the year.

Areas of focus for

FY27 are as follows:

Approach taken to the FY26

Boardevaluation

This year we carried out an internal

evaluation of the Board and its

Committees, using an online questionnaire,

following a set ofpredetermined questions

and completed through BoardClic’s

software platform. BoardClic is an

independent third-party organisation

which specialises in Board evaluations and

holds no connection with theCompany or

any individual Director.

The questionnaire focused on six key

aspectsof Board performance:

Purpose and strategy

Board agenda and meetings

Talent and culture

Board composition and dynamics

Performance of the Chair

Information, reporting and

risk management

The questions remained consistent with

previous years. This was an intentional

decision to enable improvements, or

anyareas of concern, to be monitored

year-on-year.

An evaluation of each Director’s

performance was also carried out through

one-to-one meetings with the Chair.

TheChair’s own performance review was

undertaken separately by the Independent

Non-Executive Directors collectively.

Feedback was provided to the Chair

bytheSenior Independent Director.

The Board discussed the areas covered

by the evaluation and the resulting

recommendations, before agreeing

an action plan for FY27.

Board and Committee evaluation review cycle

December February March

2025 2026

Stage 1:

Design

Stage 2:

Questionnaire

Stage 3:

Feedback

Strategic risk and

organisational agility

Ensure that the potential impact

of AI on the overall strategy is

considered on a regular basis

Strategy

Strengthen alignment with the

management team regarding core

strategic priorities

Talent

Prioritise succession planning for

key roles in the management team

and for the Board itself to ensure

leadership continuity and

organisational resilience

Culture

Adopt a more structured framework

or approach for monitoring and

embedding organisational culture,

aligned with the new expectations

under the UK Corporate

GovernanceCode

Remuneration

Review remuneration arrangements

to ensure they support the effective

retention and attraction of

high-quality Board members

Year 1 2025/26

Internal

Year 2 2026/27

Internal

Year 3 2027/28

External

GBG Annual Report and Accounts 2026

GovernanceStrategic report Financial statements

Board effectiveness continued

Approach taken to the FY26 Boardevaluation continued

Progress against findings of the FY25 evaluation:

Area Action Progress made in FY26

Strategic risk and

organisational agility

Enhance strategic responsiveness through continuous review of global

trends, competition and investment requirements. The Board to receive

regular input and updates on progress against priorities.

The development of GBG Go and the US market remained key strategic items throughout

the financial year, with regular progress updates provided to the Board by members of the

Executive Team. The annual Board strategy sessions were held in November, with a

considerable amount of time dedicated to the Americas. Updates on progress against

Americas objectives were provided at the February Board meeting. Progress against

strategic objectives were monitored throughout FY26.

Board dynamics

andperformance

Improve Board Dynamics through the introduction of regular informal

updates from both the CEO to the Board and also through strengthening

the relationships between the Chair and NEDs outside of Board meetings.

The CEO adopted a refreshed reporting style, delivering concise and informative monthly

reports to the Board. Informal engagement sessions between the Chair and Non-Executive

Directors and individual Director evaluations took place during the year.

Board design The Chair to manage how best to leverage the Board’s existing strengths,

to encourage sharing insights that will enhance the Board’s

understanding of market dynamics and strengthen strategic

adaptability. To support this the Chair will ensure each Board member

has equally high standards of commitment and contribution.

A Board skills matrix was presented to the Nomination Committee in February 2026 and

approved by the Board. The Committee continues to review skills gaps to ensure future

appointments align with strategic needs. Non-Executive Director time commitments were

also reviewed by the Committee in February 2026. It concluded that the number of

appointments held by each Director in addition to their position with GBG is appropriate to

allow them to fulfil their obligations to the Company.

Talent and succession Maintain a long-term succession plan for key Board roles, including the

role of Senior Independent Director and Audit Committee Chair. Any

addition to the Board should offer distinct value while complementing

the existing Board composition.

Evolve the succession plan for Executive Director roles. To review below

Board leadership/skills gaps to strengthen existing capabilities and

support longer-term succession plans.

Review and refine executive incentive metrics and remuneration

strategies to ensure they align closely with strategic priorities and

shareholder interests.

Succession planning for key roles remained a priority, with recruitment for the Senior

Independent Director and Audit & Risk Committee Chair scheduled for FY27. Project

Perform supported the development of a long-term succession plan by identifying

high-performing team members and ensuring a diverse talent pipeline.

Senior leadership gaps were addressed, including appointments for Chief Revenue Officer

– Americas and Chief Operating Officer.

Executive incentive metric and remuneration strategies remain under review by

theRemuneration Committee to ensure alignment with strategic priorities and

shareholderinterests.

Committees Keep Committee composition and mandates under review to ensure

they are aligned with the Company’s strategic priorities. Consider

whether certain Committees could operate more effectively as advisory

groups, drawing on external expertise where needed.

All committee Terms of Reference were reviewed by governance advisors and approved by

the Board in September 2025.

The Chair of the Board was removed from the Audit & Risk Committee membership in

compliance with the UK Corporate Governance Code. The CEO was also removed from the

Nomination Committee in line with best governance practices for a Main Market company.

Maintaining a Board ESG Committee was agreed by the Board as appropriate, particularly given

enhanced ESG reporting requirements for a Public Interest Entity (PIE)/Main Market Company.

The Committee was renamed ‘the Impact Committee’ to align with Company strategy.

GBG Annual Report and Accounts 2026

GovernanceStrategic report Financial statements

Nomination Committee

Richard Longdon

Committee Chair

The Nomination Committee

isresponsible for reviewing

the size, structure, balance

and composition of the

Boardand its Committees.

Itoversees succession

planning for the Board and

senior management including

the development of a diverse

talent pipeline.

The Committee assists the Board in

discharging its responsibilities relating to

the composition and make-up of the Board

and ensures that a formal, rigorous and

transparent procedure is undertaken when

new appointments to the Board are made,

ensuring it promotes diversity, inclusion and

equal opportunity.

Overview

Richard Longdon has held the position of

Committee Chair since September 2022.

Richard is also the Chair of the Board and

was considered independent on appointment.

The Committee Chair reports material

findings and recommendations at the next

Board meeting. Copies of the minutes of

meetings are circulated, where appropriate,

to all Directors of the Board.

The Committee monitors progress against

the recommendations of the annual Board

evaluation. More information can be found

on page 70.

The Committee’s effectiveness was

reviewed as a part of the evaluation. Further

details can be found on on pages 65 to 66.

The Group Company Secretary is

responsible for engaging with executive

search recruitment advisors as and

when needed.

The Committee met twice this year.

Attendance can be seen on page 48.

The Committee Terms of Reference are

reviewed annually and are available the

GBGwebsite.

Read more online at:

gbgplc.com/

committees

Dear Shareholder

I am pleased to present the Nomination

Committee (the “Committee”) Report for the

year ended 31 March 2026.

The role of the Committee

The Committee’s primary role and

responsibilities are to:

– Review the structure and composition of

the Board

– Evaluate the balance of the Board’s skills,

experience, independence, knowledge

anddiversity

– Review the leadership needs, including the

Board and ExecutiveTeam

– Ensure procedures are in place to nominate

and select candidates for appointment to

the Board

– Oversee the inductions of new Board

members and their ongoing training

asappropriate

– Oversee the development of a diverse

succession pipeline and GBG’s policy on

Board, Executive Team and workforce

diversity and inclusion

– Recommend the re-election of Directors

toshareholders at the AGM

– Ensure that a formal and rigorous annual

evaluation of the performance of the

Board, its Committees, the Chair and

individual Directors is undertaken,

considering the Board’s structure, size,

composition and balance of skills,

knowledge and experience

– Monitor the effectiveness of Non-Executive

Directors including a review of time

commitments and independence

– Ensure the Company’s adherence to

applicable legal, regulatory and corporate

governance requirements in relation to

theabove

Committee composition

During this financial year, the

Committee updated its composition

to align with requirements for Main

Market listed companies. As a result

the CEO, Dev Dhiman, stepped down

as a member of the Committee on

19September 2025.

The members of the Committee are

the Independent Non-Executive

Directors and the Chair of the Board

(who was independent on appointment):

– Richard Longdon

– Liz Catchpole

– Michelle Senecal de Fonseca

– Bhav Singh

The Group Company Secretary is the

secretary to the Committee and

attends all meetings.

By invitation of the Committee,

meetings are attended by the

Executive Directors, Group People &

Talent Director and external advisors

to the Committee.

GBG Annual Report and Accounts 2026

GovernanceStrategic report Financial statements

Nomination Committee continued

Committee focus during FY26

During the year, the Committee has focused

on ensuring full compliance with the

provisions of the UK Corporate Governance

Code 2024 (the “Code”) as the Company

progressed towards admission to the Main

Market. The Committee:

– Assessed and approved changes to the

composition of the Board Committees. This

included the removal of the Chair of the

Board from the Audit & Risk Committee,

the removal of the CEO from the

Nomination Committee and the

appointment of Michelle Senecal de

Fonseca as the dedicated Non-Executive

Director for workforce engagement

– Reviewed the senior leadership talent

pipeline, including succession plans for the

Executive Team

– Considered Board diversity

– Reviewed the time commitments of the

Non-Executive Directors

– Supported the internal evaluation of the

performance of the Board, its Committees,

the Chair and individual Directors. A

summary of the results can be found on

page 65

– Approved the introduction of a formal

Board skills matrix, supporting compliance

with the Code and strengthening

succession planning and Board effectiveness

– Recommended to the Board the re-election

of all Directors at the 2026AGM

Induction and training

All newly appointed Directors take part in

atailored induction programme on joining

the business. This ensures they have the

knowledge and materials necessary to

perform their duties. The induction process is

facilitated by the Group Company Secretary

and designed to quickly familiarise Directors

with the Company’s operations, strategy,

culture and governance. Each induction

programme is tailored around the specific

needs of the individual, though will typically

incorporate the key stages illustrated in the

graphic to the right.

During the year, Board members undertook

acomprehensive programme of training

designed to ensure they are fully equipped

with the knowledge, capabilities and

awareness required of Directors of alisted

company, including their responsibilities in

relation to the move to the Main Market. As

part of this programme, the Board received

detailed and in-depth training from

Ashurst LLP.

These specialist sessions covered the full

spectrum of legal, regulatory and

governance obligations applicable to GBG.

It included the requirements of the Code,

the Listing Rules, the Disclosure Guidance

and Transparency Rules, the UK Market

Abuse Regulation and the Companies Act

2006. Directors were also given the

opportunity to raise questions and discuss

any areas of concern during these

trainingsessions.

This programme has ensured that all

Directors have a strong understanding of

their individual and collective

responsibilities and are well placed to

discharge their duties effectively as GBG

continues to operate as a Main Market

listed business.

Complemented with

site visits

Knowledge of our

business, including

purpose, culture and

operations, reinforced

with a range of

documentation

With a commitment to

continued development

Understanding the

business through

introductory meetings

GBG Annual Report and Accounts 2026

GovernanceStrategic report Financial statements

At 31 March 2026

Women comprise

Nomination Committee continued

36.9%

of our total workforce

40%

of the Executive Team

33.3%

of the Board

Inclusion, diversity and equality

The numerical data tables the Company is

required to disclose under Listing Rule (LR)

6.6.6R(10) can be found on page 99. The

Committee has considered the FTSE Women

Leaders Review, the Parker Review and the

diversity targets set out in the Listing Rules.

The reference date for the purposes of UKLR

6.6.6R(9)(c) is 31 March 2026.

The data used to prepare these disclosures

was collected via a questionnaire with

responses treated as confidential. As at the

reference date, the Board met two of the

three targets set out in LR 6.6.6R(9), as follows:

– Liz Catchpole continues to serve as Senior

Independent Director; therefore, the Board

continues to meet the target to have at

least one woman in a senior Board position

– Two Directors are from a minority ethnic

background, meaning the Board meets the

target for minority ethnic representation

– The Board does not meet the target for at

least 40% of its members to be women

(33.3% as at the reference date) reflecting

the current size requirements of the Board,

which is considered appropriate. Increasing

female representation would be a key

consideration should the Board grow in size.

Promoting diversity continues to be a key

priority and we have made good progress

during the year. The Group has a formal

Inclusion, Diversity & Equality Policy, which

applies to all team members. The purpose of

the policy is to communicate clearly the

attitudes and behaviours that are acceptable,

promote a safe physical and virtual

environment for everyone, and provide equal

access to opportunities. In September 2019, a

formal Board and Executive Team Diversity

Policy was approved and can be found on the

GBG website.

Read our Board and Executive Team

Diversity Policy:

gbgplc.com/governance

The Group works actively, through its

‘Belonging’ programme, to implement its

approach to diversity and inclusion, to raise

awareness of other important diversity

characteristics such as age, neurodiversity,

accessibility and sexual identities (LGBTQ+).

The Champions of the programme produce

regular content and initiatives to support

each area and further educate team

members across GBG. During the year, these

initiatives supported continued progress in

strengthening the Group’s inclusive culture

and employee engagement, with GBG

recognised as a 2026 Exceptional Workplace

Award winner, based on Gallup’s global

research and benchmarking. Further details

are set out in the Impact Report.

These activities form part of the Group’s

workforce strategy, with progress monitored

at Board and Committee level, including

through the Impact Committee.

GBG understands the value of developing

people for future leadership roles. A number

of key promotions and hires were made

during the year to further strengthen the

Group’s leadership profile, including the

following internal promotions in to GBG’s

Executive Team:

– James Gothard to the role of Chief

Operating Officer

– Tom Schutz to the role of Chief Revenue

Officer, Americas

– Andy Chrascina to the role of Chief

Revenue Officer, EMEA & APAC

During the year, 112 team members were

promoted or took on a new role, of which

42.9% were female. The Group’s focus on

talent development directly benefits the

Committee’s succession planning activities by

ensuring a strong pipeline of internal

candidates for senior leadership roles.

Appointments to the Board

Board appointments are made through

aformal and rigorous process led by

theCommittee. Where appropriate, the

Committee engages external search advisers

to support the identification of a diverse pool

of candidates against clearly defined criteria,

including skills, experience and independence.

A sub-committee may be established to

oversee the process, including reviewing

longlists, conducting interviews and

assessing candidates, with feedback

considered in detail. Following this evaluation,

a preferred candidate is identified and

recommended to the Committee, which in

turn recommends the appointment to the

Board for approval.

No appointments were made to the Board

during FY26.

Succession and talent development

The Committee recognises the importance of

anticipating and preparing for future Board and

Executive Team changes and ensuring that the

skills, experience, knowledge and perspectives

of the Directors and senior leadership reflect

the changing demands of the business. The

Committee continues to develop Board

succession plans, both to ensure there is an

ongoing review of the skills and experience,

and to maintain a stable leadership framework

that can effectively support and challenge the

Executive. The Committee must proactively

manage changes and ensure there is clear

alignment on the future leadership needs of

the Company.

The Committee considers emergency

succession planning and is comfortable that

a framework is in place should key

management roles need to be covered on an

interim basis. Board appointment criteria are

considered automatically as part of the

Committee’s review of succession planning.

The Committee also provides guidance and

monitors succession plans, talent

assessment and development plans below

Board level. Recognising, developing and

retaining talent is essential for GBG’s

continued sustainability.

To support the succession planning process,

a skills matrix was reviewed and

recommended for approval by the

Committee. It details the collective skills,

experience, and knowledge of the Board

against the Company’s current and future

strategic priorities. The matrix can be found

on page 48.

Our global mentoring scheme continues to

allow team members to create new

relationships, develop their skills and expand

their networks across GBG. Training and

development plans are offered to senior and

emerging leaders across the Group to grow

the future pipeline of internal talent.

GBG Annual Report and Accounts 2026

GovernanceStrategic report Financial statements

Nomination Committee continued

Non-Executive Director tenure

All Independent Non-Executive Directors

have served on the Board for less than nine

years. As at the date of the 2026 AGM, Liz

Catchpole will be the longest-serving

Independent Non-Executive Director,

approaching nine years of service in

September 2026.

Succession planning for Liz’s position was

considered in FY26. Following the move to

theMain Market, it was concluded that the

recruitment programme should be put on

hold to ensure continuity and stability in the

role of Audit & Risk Committee Chair. The

recruitment plans for Senior Independent

Director and Audit & Risk Committee Chair

roles will be a key priority for the Committee

in FY27.

Non-Executive

Directorindependence

The Committee understands that

independence is an essential factor in

Non-Executive Director effectiveness and

reviews this regularly. The Non-Executive

Directors are measured against the

standards set out in the Code. The

Committee considered all the Non-Executive

Directors to be independent.

Non-Executive Director

timecommitment

Non-Executive Directors are expected to

ensure they do not take on an excessive

number of external appointments. We consider

the number of other public company board

positions held by the Director, together with

the anticipated scale and demands of the

role. The Committee also reviews relevant

external guidance and proxy voting policies

to ensure that the expectations of major

investors regarding ‘overboarding’ are taken

into account.

Directors’ external commitments were last

reviewed in February 2026 and will continue

to be monitored with support from the Group

Company Secretary. The Committee remains

satisfied that each Non-Executive Director

continues to dedicate sufficient time to their

responsibilities and to meet the Company’s

expectations of their role. The Committee did

not identify any external appointments

requiring approval during the year.

Re-election to the Board

The re-election of Directors is subject to

their ongoing commitment to Board activities

and satisfactory performance. All Directors

will stand for re-election at the 2026 AGM.

The Committee has confirmed to the Board

that the contributions made by the Directors

offering themselves for election at the AGM

continue to benefit the Board and the

Company. Biographical information on each

of the Directors can be found on pages 50

and 51.

Annual Committee evaluation

During the year we completed our annual

review of the Committee’s effectiveness as

part of the internal Board and Committee

evaluation process. No material areas for

improvement were identified and the

importance of continued forward planning

inrelation to Board succession was noted.

I am pleased that our review concluded that

we continue to operate effectively as a

Committee and to provide the Board with the

required level of assurance through our work.

Future focus for the Committee

A key priority for the Committee in the

coming year will be the recruitment of a new

Independent Non-Executive Director to

succeed Liz Catchpole in her role as Senior

Independent Director and Chair of the Audit

& Risk Committee.

In addition, the Committee will consider the

steps required to meet the diversity targets

set out in LR 6.6.6R(9), ensuring that future

Board composition aligns with regulatory

expectations while supporting the

Company’s commitment to broad

representation and diverse perspectives.

The Committee will also continue to monitor

the balance of skills and experience across

theBoard, ensuring it remains appropriately

equipped to guide the Company’s strategic

direction and support long-term value creation.

We will continue to support the Board and

the CEO in maintaining robust succession

planning for the Executive Team, ensuring

that diversity and breadth of perspective

remain central considerations throughout

theprocess.

Richard Longdon

Nomination Committee Chair

2 June 2026

GBG Annual Report and Accounts 2026

GovernanceStrategic report Financial statements

Impact Committee

Dear Shareholder

I am pleased to present the Impact Committee

(the “Committee”) Report for the year ended

31 March 2026.

This report sets out the role and composition

of the Committee and provides information

on our key areas of focus during the year.

Details of our environmental impact

alongside our climate-related risks, metrics

and targets, are presented in the Task Force

on Climate-related Financial Disclosures

(TCFD) section on pages 40 to 43 of the

Strategic Report. Information about our social

impact can be found on page 44.

During the year, the Committee was renamed

the Impact Committee, and an internal Impact

Working Group was established to better

reflect GBG’s purpose-driven approach and

strengthen alignment with the Company’s

impact goals and values.

The Impact Working Group held its inaugural

meeting in May, attended by the CEO,

demonstrating strong executive sponsorship.

It brings together representatives from key

parts of the business, including people, sales

enablement, product & technology, marketing

and investor relations. Its purpose is to

support the development and communication

of impact initiatives across GBG by encouraging

the sharing of insights, fresh thinking and

greater awareness of environmental, social

and governance issues.While the Committee

retains Board-level strategic oversight of

GBG’s impact agenda, outcomes and insights

from the Impact Working Group are used to

inform discussion.

Throughout FY26, we focused on ensuring

wecan demonstrate improvements in our

ESG reporting, our goal being to have full

transparency and accountability to

ourstakeholders.

Michelle Senecal de Fonseca

Committee Chair

GBG is fully committed to

creating a positive impact

and acting responsibly.

The Impact Committee’s

roleis to ensure that

environmental, social and

governance considerations

are embedded in decision

making and receive

appropriate focus from

theBoard and across the

wider Group.

The Committee ensures that time and

attention are directed toward identifying,

understanding and acting on impact and

sustainability-related risks and opportunities.

By embedding environmental and social

responsibility into our governance structures,

we strengthen the delivery of our impact

strategy and reinforce our broader

commitment. This is anchored in our values

and central to who we are as a business.

Overview

Michelle Senecal de Fonseca has held

theposition of Committee Chair since

July2024.

The CEO is responsible for communicating

the Committee’s priorities to the wider

team and implementing agreed actions.

We have prepared a separate Impact

Report to sit alongside our Annual Report

for readers that are solely interested in the

social impact and ESG-related aspects of

our business model and performance.

This year we completed an internal

evaluation of the Committee’s effectiveness.

Further details can be found in the

Nomination Committee report on pages

67to 70.

The Committee met twice this year.

Attendance can be seen on page 48.

The Committee Terms of Reference are

reviewed annually and are available the

GBG website: gbgplc.com/committees

Committee composition

The members of the Committee are

the Independent Non-Executive

Directors, the Chair of the Board, the

CFO and the CEO:

– Michelle Senecal de Fonseca

– Richard Longdon

– Liz Catchpole

– Bhav Singh

– Dev Dhiman

– David Ward

The Group Company Secretary is the

secretary to the Committee and

attends all meetings.

Other regular attendees at meetings,

at the invitation of the Committee,

include the Head of Impact &

Sustainability and the Group People &

Talent Director.

Impact Report

Full disclosures are contained in our

separate Impact Report and on the

Impact pages of our investor site.

Read our wider investor material:

gbgplc.com/investors

Read our Impact Report:

gbgplc.com/reports

GBG Annual Report and Accounts 2026

GovernanceStrategic report Financial statements

Dear Shareholder

continued

This year the Committee has supported

ongoing improvements in how the Company

collects and reports on its sustainability data.

Improving the accuracy and specificity of the

Group’s cloud-related emissions data has

resulted in restatement of the base year

emissions. With this GBG will continue to

work towards submitting externally validated,

science-based net zero and near-term

emissions targets by the end of 2026, in line

with the previously committed target date.

Impact Report: gbgplc.com/reports

As part of GBG’s move to the Main Market, I

was delighted to be appointed the designated

Non-Executive Director responsible for

workforce engagement to ensure the views

and concerns of the workforce are brought to

the Board and fully considered.

Committee focus during FY26

During the year, the Committee has focused

on the following areas:

– Monitoring progress against social and

environmental targets set during the

previous financial year

– Ensuring GBG met the governance

reporting requirements as part of the move

to the Main Market

– Improving the quality of emissions data,

resulting in a restatement of base year

emissions

– Maintaining oversight of the

implementation of the impact strategy

approved in FY25

– Remaining on track to submit GBG’s SBTi

net zero target by the end of the year

– Committing to refresh the climate risk

assessment in FY27

– Monitoring UK Government plans for

creating a framework for UK Sustainability

Disclosure Standards (SDS) based on the

ISSB Standards

Impact Committee continued

The role of the Committee

The role of the Committee, on behalf of the

Board, is to oversee the continued development

and implementation of GBG’s impact strategy,

approve clear ESG targets and continuously

review and monitor progress against them.

Toachieve this the Committee has established

policies and codes of practice to make sure

that everyone at GBG is aware of their

responsibilities to promote an evolving

impact and purpose culture. The Committee

is also responsible for effectively monitoring

ESG regulatory developments and reporting

trends and ensuring that the Group remains

compliant with applicable standards and

legislative requirements. We give regular

consideration to how these may impact GBG

interms of strategy and financial performance.

The Committee also reviews workforce

engagement mechanisms to ensure team

member perspectives are understood,

promoting meaningful and actionable listening

through interaction with team members at all

levels. The Committee is committed to

building a culture of excellence where team

members can grow and thrive. This is

reflected in GBG’s approach to sustainability

and impact as a people-led business.

The Committee works in conjunction with the

Audit & Risk Committee to oversee the

identification and mitigation of climate-related

risks. The Committee is required to ensure

that GBG provides appropriate information

and is transparent in its reporting of its

sustainability approach, policies, activities

and performance to all its key stakeholders.

The Committee also ensures that GBG

provides appropriate information and is

transparent with the investment community,

particularly ethical and socially conscious

investment funds, in whatever way is most

effective. The Committee reports to the

Board on how it has discharged its

responsibilities throughout the year.

Engagement with stakeholders

The Committee is responsible for ensuring

the Company provides appropriate visibility

of its ESG performance to relevant

stakeholder groups, particularly the

investment community.

We are pleased to report that, during the year

the Company has once again received strong

ratings from various ESG risk rating agencies.

These include Morgan Stanley Capital

International (MSCI), EcoVadis, S&P and

Sustainalytics. For the first time, GBG

completed a CDP disclosure and achieved a

B- score, reflecting the progress the business

has made in strengthening its reporting. The

Company has also engaged individually with

larger shareholders, whose ESG teams have

reached out directly to request specific

information on a variety of ESG topics.

GBG continue to receive interest from

customers, investors and team members on

the Company’s approach to ESG matters. The

commitment the Company can demonstrate

through its messaging and reporting can

prove to be a differentiator in stakeholder

decision making. This year the Group will

again be publishing a standalone Impact

Report. It reflects on the progress made over

the last 12 months on the impact strategy,

highlighting GBG’s three core values of

Trusted, Inclusive and Responsible and their

alignment to the UN SDGs.

Impact Report: gbgplc.com/reports

Culture

The Board sets the tone from the top and

aims to foster a culture that aligns with the

Company’s purpose, strategy and values. The

Committee assists the Board with assessing

and monitoring culture, ensuring alignment

with strategic objectives. Read more on how

we embed culture on pages 56 to 57.

Annual Committee evaluation

During the year, we completed our annual

review of the Committee’s effectiveness as

part of the internal Board and Committee

evaluation process. I am pleased that our

review concluded that we continue to

operate effectively as a Committee and to

provide the Board with the required level of

assurance through our work. Opportunities

identified focused on enhancing visibility of

the Committee’s work and considering meeting

frequency as the Group continues to evolve.

Future focus for the Committee

– Monitor and enhance workforce

engagement mechanisms

– Prepare for evolving sustainability

reporting requirements, including SECR,

and the European Sustainability Reporting

Standards (ESRS S1 and S2)

– Monitor delivery against future

environmental commitments and targets,

including net zero

– Encourage innovation and sustainable

initiatives that reduce environmental

impact and support long-term

climatecommitments

– Further develop social programmes

relating to team members and the

broadercommunity

As a Committee we will take a pro-active

approach to ESG regulatory changes and

compliance, and continue to develop GBG’s

credentials as an environmentally and

socially responsible business with high

standards of governance. Throughout all of

this we will endeavour to transparently

disclose our progress and performance to all

our key stakeholders.

Michelle Senecal de Fonseca

Impact Committee Chair

2 June 2026

GBG Annual Report and Accounts 2026

GovernanceStrategic report Financial statements

Liz Catchpole

Committee Chair

The Board regards the

Audit & Risk Committee

to be key to its effective

corporate governance.

The Committee Chair and the Committee

played a key role in overseeing and

supporting the transition from AIM to the

Main Market.

The Committee supports the Board in

discharging its governance responsibilities

and is responsible for monitoring the

financial integrity of the Group through the

regular review of financial reporting and

associated narrative statements. The

Committee provides independent

challenge and oversight of the accounting,

financial reporting and internal control

processes and risk management. This

includes scrutinising the financial

statements, as well as challenging and

reviewing the significant judgements

contained in these documents.

Overview

Liz Catchpole has held the position of

Committee Chair since November 2017.

She is a Chartered Certified Accountant

and is considered by the Board to have

recent and relevant financial experience.

This includes her current positions on two

other boards, as Audit and Risk Chair and

Chair of Risk and member of the audit

committee of another board. The Board is

satisfied that the Committee as a whole

has competence relevant to the sector.

This year we completed an internal review

of the Committee’s effectiveness. Further

details can be found on page 79 of this

report and in the Nomination Committee

Report on pages 65 to 66.

The Committee Chair holds meetings with

PricewaterhouseCoopers LLP (‘PwC’) and

management in preparation for each

Committee meeting to ensure a full

understanding of the matters to be

discussed. PwC has time on the day of

each meeting with the Committee without

management being present. Internal audit

also has a private meeting with the

Committee in the absence of management.

The Committee discharged its duties under

its Terms of Reference and in line with the

FRC’s Guidance on Audit Committees during

the year.

Audit & Risk Committee

Committee composition

As the Company transitioned from AIM

to the Main Market, changes were

required to the composition of the

Committee to ensure compliance with

the Code. Accordingly, the Chair of the

Board stepped down as a member of

the Committee on 19September 2025.

The members of the Committee are the

Independent Non-Executive Directors:

– Liz Catchpole

– Michelle Senecal de Fonseca

– Bhav Singh

The Group Company Secretary is the

secretary to the Committee and

attends all meetings.

By invitation, Committee meetings

areattended by the external auditor,

Chair of the Board, Executive Directors,

Chief Legal Officer, Group CISO & Risk

Manager, the Internal Audit Manager,

Group Finance Director, Head of

Financial Reporting, Head of Tax and

other management as required.

Dear Shareholder

I am pleased to present the Audit & Risk

Committee (the “Committee”) Report for the

year ended 31 March 2026.

The role of the Committee

The Committee recommends to the Board

that all material financial reports are fair,

balanced and understandable and comply

with all applicable UK legislation and

regulations, including the UK Corporate

Governance Code 2024 (the “Code”). It also

has the responsibility of overseeing the risk

management, related controls and

compliance of the Group.

Additionally, the Committee monitors the

relationship with the external auditor,

assessing its effectiveness, scope, objectivity

and independence and setting its

remuneration and terms of engagement. The

Committee also ensures that internal audit

arrangements are appropriate and effective.

The Committee ensures that whistleblowing

processes are robust and any reports are

thoroughly investigated. The Committee

Chair is also the Whistleblowing Officer and

as such all relevant matters arising are

brought to the attention of the Board.

Committee membership is monitored to ensure

that members collectively possess recent and

relevant financial, sector and risk expertise.

During the year, the Committee satisfied itself

that its composition remained appropriate and

effective in meeting the demands of the

Company and the requirements of the Code.

The Committee met five times this year.

Attendance can be seen on page 48.

The Committee Terms of Reference are

reviewed annually and are available onthe

GBG website.

Read more online at:

gbgplc.com/committees

GBG Annual Report and Accounts 2026

GovernanceStrategic report Financial statements

Committee focus during FY26

Financial statements and reports

– Reviewed the Annual Report, the full year

results announcement and the half year

results announcement and received reports

from PwC

– Reviewed and challenged the effectiveness

of the Group’s internal controls and

disclosures made in the Annual Report

– Reviewed executive management’s

representation letter to the auditor and

reviewed evidence that these

representations could be given. The

Committee also reviewed going concern,

challenged to ensure fair, balanced and

understandable criteria was applied and

scrutinised significant areas of accounting

estimates and judgement

– Reviewed significant areas of management

judgement or estimation, including the

acquisition of DataTools during the year

– Reviewed assumptions and models used

todetermine fair value of all key cash

generating units for the Group’s annual

impairment review

– Reviewed the Group’s cash flow forecasts

and bank facilities and considered the

appropriateness of the Going Concern

andViability Statement

– Received relevant updates from the Group’s

Head of Tax

– Considered the disclosure requirements

ofthe FRC’s Audit Committees and the

External Audit: Minimum Standard and

ensured these are addressed within

thisAnnual Report, including through the

Group’s accounting policies (see pages 115

to 126), with the Committee satisfied that

itsactivities are consistent with the

Minimum Standard.

Audit & Risk Committee continued

Internal control and risk management

– Monitored and reviewed the effectiveness of

risk management and internal control

processes

– Monitored progress of actions relating to

material risks and incidents

– Reviewed the Group risk profile, which

identifies, evaluates and sets out mitigation of

risks

– Reviewed the principal risks and uncertainties

disclosed in the Annual Report

Internal audit

– Reviewed proposals, challenged and set the

internal audit plan to be conducted during

the financial year

– Reviewed the audit plans, audit outcomes

and monitored the progress of closing

outstanding actions

– Held meetings with the Internal Audit

Manager without management present

– Received updates from the Internal Audit

Manager on the culture, level of support and

engagement internal teams provided during

the internal audit process

External auditor and non-audit work

– Reviewed, considered and agreed the

scope of the audit work to be undertaken

by PwC following consideration and

confirmation of the firm’s independence

– Agreed the terms of engagement and set

fees to be paid to PwC

– Reviewed and approved non-audit services

and reviewed non-audit fees

Governance

– Monitored the Group’s Code of Conduct,

Anti-Bribery and Anti-Corruption Policy,

Anti-Fraud Policy, Sanctions Policy and

whistleblowing arrangements

– Provided independent oversight of relevant

Group functions and reports

– Met with representatives from the external

auditor, PwC and internal audit, without

management being present

Move to the Main Market

The Committee played a key role in

overseeing and supporting the transition

from AIM to the Main Market, providing the

Board with assurance that GBG was ready

for admission. The Committee considered

any changes required to ensure the

Company was in full compliance with the

Code and the FRC’s Audit Committees and

the External Audit: Minimum Standard

guidance on admission to the Main Market.

The Committee appointed Ernst & Young

(EY) as supporting accountant for the move

to the Main Market. The Committee Chair

had carefully considered, reviewed,

challenged and provided feedback to EY

and management on behalf of the

Committee. Two additional Committee

meetings were then held in July and

September 2025 to provide focused

challenge and oversight. During these

meetings, the Committee:

– Reviewed and challenged the Financial

Position and Prospects Procedures

(FPPP) Board memorandum, received

detailed updates from EY on governance,

IT and financial reporting readiness,

remediation actions and remaining gaps

and recommended the memorandum to

the Board for approval

– Reviewed the Working Capital Board

Memorandum, receiving updates from EY

and management on the robustness of the

model, key assumptions, downside

sensitivities and available headroom.

Following challenge including confirmation

on exceptional costs, FX movements and

potential M&A impacts, the Committee

recommended the memorandum to the

Board for approval

– Approved the provision of permitted

non-audit services by PwC, confirming

fee appropriateness and maintenance of

auditor independence

– Reviewed and approved the roadmap for

compliance with the Code, including

preparation required for Provision 29

compliance, and continued to monitor

progress against key milestones to

ensure continued alignment between

management and the Board

– Ahead of admission, the Committee

satisfied itself that GBG was in full

compliance with theprovisions of

theCode

– Completed the external evaluation of

Committee performance

– Reviewed and approved GBG’s risk

appetite statements which are set out in

the Risk section

– Reviewed updates to the risk management

framework and recommended its approval

to the Board

Dividend

– Reviewed the dividend proposal and

confirmed to the Board that it was

comfortable there were sufficient

distributable profits to satisfy the

proposal

GBG Annual Report and Accounts 2026

GovernanceStrategic report Financial statements

Audit & Risk Committee continued

External audit

Audit services

PwC has performed the role of GBG’s external

auditor this financial year. The auditor attended

all scheduled Committee meetings, excluding

ad hoc meetings related to the Main Market

transition, providing updates at the half and full

year meetings. The auditor presented the

annual audit plan and reported to the

Committee on the results of the audit work,

highlighting any issues discovered, or that the

Committee had previously identified as

significant or material in the context of the

financial statements. The Committee’s

oversight of the Group’s relationship with the

external auditor includes evaluating PwC’s

independence, objectivity, overall effectiveness

and fees. Details of the processes undertaken

by the Committee are set out in the following.

Non-audit services

The Company has a Non-Audit Services Policy

in place to ensure the provision of non-audit

services by the external auditor does not

impair its independence or objectivity. All

non-audit services must be pre-approved by

the Committee. The list of non-audit services

is reviewed annually. The Committee closely

monitors non-audit services provided by the

external auditor due to the potential impact

high volumes of non-audit work can have on

the independence of the external auditor and

the quality of its audit. The Committee’s

approach is that non-audit services should not

be performed by the external auditor where

there is a viable and cost-effective alternative.

In FY26 PwC provided three permitted

non-audit services:

1. The review of the Group’s half year results

2. Agreed upon procedures regarding

covenant compliance in accordance with

the Group’s banking facilities

3. Services in connection with GBG’s move to

the Main Market, including the preparation

of required reports for the Prospectus

PwC did not perform any other non-audit

services during the year. We selected PwC for

these tasks as they would normally be

performed by the Company’s external

auditor. The ratio of fees for non-audit

services to those for audit services for the

year was 0.19:1. Audit and non-audit fees paid

to PwC are set out in note 6 to the financial

statements.

Auditor independence

During the year, the Committee reviewed PwC’s

independence and performance and met with

the audit partner regularly without

management present. The Board ensures

external advisors remain independent by

having separate firms (not PwC) carrying out

financial due diligence and providing general

advice relating to potential acquisitions and tax

matters. PwC became the Group’s auditor for

FY24 following a competitive audit tender

process in line with FRC guidance, replacing EY.

The Committee has and will continue to

assess the independence of the external

auditor at least once a year through:

– Examining the relationships between the

external auditor and the Group including

whether GBG employs any former

employees of the external auditor

– Requiring both verbal and written

confirmation of the auditor’s independence

– Scrutinising any non-audit services

provided by the external auditor

– Considering whether the external auditor is

providing the appropriate level of challenge

and professional scepticism

Taking these factors together, the Committee

concluded that PwC remained independent

and objective throughout the year.

Auditor effectiveness

The Committee has adopted a broad

framework to review the effectiveness of the

external audit process and audit quality which

includes:

– Assessment of the audit partner and the team

– Planning and scope of the audit

– The execution of the audit and

management of an effective audit process

– Communications by the auditor with the

Committee

– How the audit contributes insights and

adds value

– Review of FRC audit firm specific reports

regarding the quality of the external auditor

– Setting and reviewing fees

The Committee held sessions with the

external auditor without management

present three times during the year to enable

the auditor to raise any concerns.

During the year, the Committee received a

detailed audit plan from PwC which set out

the proposed scope of work, areas of focus

and the key audit risks identified for the FY26

audit. The Committee reviewed the plan in

detail and, where appropriate, challenged the

assumptions, methodologies and areas of

emphasis to ensure the approach was both

robust and appropriately targeted.

Overall, the Committee concluded that

PwCdelivered a high-quality and effective

audit. The FY26 audit was conducted with

flexibility and was professionally challenging.

The audit team was regarded as visible and

well organised throughout the audit cycle.

Looking ahead to the FY27 audit, the

Committee has identified opportunities to

further enhance the audit process, including:

– Expanded use of data-analytic techniques,

aligning with best practice expectations in

the supporting governance guidance

– Deeper alignment of internal and external

assurance activities to further support the

Internal Controls Declaration

– Enhanced reporting on audit outcomes,

particularly how audit challenge has

influenced management’s estimates and

financial reporting quality

These enhancements will ensure the audit

remains fully aligned with governance

expectations and continues to support

transparent, outcomes-focused reporting

consistent with the Code.

Competition and Markets

Authority (CMA)

The Committee confirms that the Company

has complied with the provisions of the

Statutory Audit Services for Large Companies

Market Investigation (Mandatory Use of

Competitive Tender Processes and Audit

Committee Responsibilities) Order 2014

throughout its financial period ended 31 March

2026 and up to the date of this report.

Whistleblowing

Management receives a report from the

external whistleblowing provider when a

concern is raised and a full review is conducted

to determine whether an investigation is

required. Investigations are carried out

independently with findings being reported

directly to me as both Chair of the Committee

and the Group’s Whistleblowing Officer. All

whistleblowing activities are also formally

reported to the Committee. In this financial year

three reports have been raised through the

whistleblowing helpline (FY25: two reports). The

Group Company Secretary thoroughly

investigated the reports in accordance with our

Whistleblowing Policy, liaising with the relevant

parties and reporting to me.

After careful investigation, the reports were

closed and the reporters were kept informed

throughout the process.

GBG Annual Report and Accounts 2026

GovernanceStrategic report Financial statements

Audit & Risk Committee continued

Whistleblowing continued

During the year, the Board carried out an

annual review of the Whistleblowing Policy

and made minor amendments. The

amendments to the policy were approved at

the February 2026 Board meeting.

We are satisfied that the processes and

procedures in relation to whistleblowing are

effective and appropriate for a Group of our

size and for the geographies in which we

operate. Concerns can be raised through a

variety of channels and anyone who wishes

to raise a concern has access to GBG’s

confidential and independent whistleblowing

helpline and web portal.

Internal audit updates

An internal audit plan relating to the control

of key business risks is presented to the

Committee for its challenge and approval

and updates on progress against the plan

are provided on a regular basis. This

includes:

Internal risk-based audits led by GBG’s

Internal Audit Manager

These audits provide assurance over the

overall effectiveness of processes and

controls for the systems under review which

include: fraud prevention, sales commission

plans and payments, security access controls

and business continuity and operational

resilience.

Internal audit also provides an update at

each Committee meeting on progress

against internal audit recommendations.

Information security audits led by GBG’s

information security team

This involves audits that support cyber

security certifications at GBG’s key locations.

Externally appointed information security

auditors have also assessed the Company’s

security arrangements throughout FY26. GBG

continues to meet the information security

management standard ISO 27001:2022, as

well as a range of product security

certification requirements which can be

viewed on GBG’s Trust Centre: gbgplc.com/

trust-centre

Privacy audits led by GBG’s global privacy

team

This involves reviewing key suppliers’

compliance with privacy rules and regulations

as well as assessing privacy controls relating

to system access, licensing, demonstration

accounts, data retention and audit trails.

Customer and supplier audits

From time-to-time, customers and suppliers

request that audits are conducted on GBG.

These are facilitated by our own internal

teams which conduct their assessment on

potential key risks such as privacy, security

and operational resilience.

Reporting and oversight

Any internal audit controls issues are

reported to and tracked to closure by the

Committee.

Review by

project team

The project team undertook an initial

review of the Report to ensure the

narrative sections and financial

statements were drafted

consistently, accurately and in line

with the reporting timetable.

This early-stage review supports

identification of key themes,

draftingissues and cross-document

dependencies ahead ofCommittee

review.

Review by Disclosure

Committee

The Disclosure Committee

reviewed the Report iteratively as

sections developed.

Members completed detailed

reviews prior to submission to the

Committee.

The members considered the key

narrative themes within the report,

including how these are reflected

across the document and how

consistency between the narrative

sections and the financial

statements is achieved.

Recommendation

totheBoard

Following completion ofits FBU

assessment, the Committee

recommended to the Board that the

Annual Report and Accounts met the

statutory requirement to be fair,

balanced and understandable.

A Board declaration can be found on

page 103 within the Directors’

Responsibility Statement.

Assessment

Following the preceding stages the

Committee:

– Reviewed and approved the

process supporting the FBU

assessment

– Evaluated whether the report is

fair, balanced and understandable

as a whole

– Confirmed that key events and

issues raised with the Board during

the year were appropriately and

proportionately represented

throughout the Report

– Ensured that relevant Board

discussions, decisions and risk

considerations were accurately

reflected

Regular Audit & Risk

Committee review

Reviewed sections of the Report at

an early stage and regularly

throughout its development

including a review, on behalf of the

Committee, conducted by the

Committee Chair whose

recommendations were duly

incorporated.

Reviewed papers from Group finance

covering key accounting judgements,

financial statement considerations,

narrative disclosures and growth

projections and going concern

assessments.

Fair, balanced and understandable (FBU)

The Committee, at the request of the Board, is responsible for considering whether, in its opinion, the Annual Report and financial statements, taken as a whole,

is fair, balanced and understandable and provides the information necessary for shareholders to assess the Company’s position and performance, business

model and strategy. The process we followed as a Committee in making our assessment is set out below.

GBG Annual Report and Accounts 2026

GovernanceStrategic report Financial statements

Audit & Risk Committee continued

Area of focus Why was this a key area of focus? How did the Committee challenge and reach its conclusion?

Impairment of

goodwill and

intangible

assets

The Group’s policies on accounting for separately

acquired intangible assets and goodwill on

acquired businesses are set out in notes 2, 14 and

15 to the financial statements.

At 31 March 2026 intangible assets relating to

goodwill and other intangible assets amounted to

£570.4 million.

Goodwill on acquisitions is initially recorded at fair

value and is subject to testing for impairment at

each balance sheet date.

For intangible assets, the Group is required to

determine whether indicators of impairment exist

and, if so, perform a full impairment review. As is

customary, such testing involves estimation of the

future cash flows attributable to the asset, or

cash-generating unit of which it is part, and

discounting these future cash flows to today’s

value.

A summary of the annual impairment analysis, alongside the underlying

assumptions and inputs, was provided to the Committee.

The Chair reviewed management’s papers and model and noted the

sensitivity of the model to input variables. The Committee discussed with

management the key assumptions and the basis upon which they had been

set.

The external auditor, PwC, provided an update to the Committee on the

procedures performed over the Group’s impairment analysis, alongside its

findings and conclusions on the reasonableness of the key inputs into the

analysis. These were discussed with PwC at the relevant Committee

meeting.

The Committee scrutinised the methodology, inputs and assumptions

applied by management, in particular ensuring that changes in the macro

economic environment were appropriately captured. This included

acknowledging the use of external sources and independent firms providing

support to corroborate management’s inputs.

Specific consideration was given to the valuation methodology used for the

Identity - Americas group of cash-generating units due to the negative

headroom at the year-end and after careful review concluded that the

resulting impairment charge of £73.1 million was appropriate.

The Committee then reviewed the disclosures in respect of the impairment

charge to ensure they were fair and balanced and agreed with

management’s proposed sensitivity analysis.

Impairment of

Company

investment in

GBG (US)

Holdings LLC

At 31 March 2026 the Company held investments

of £421.7 million in subsidiaries and investments

held at fair value. Investments are assessed on an

annual basis to consider if there are any indicators

of impairment. Given the magnitude of this

balance and the management judgement involved

in determining whether any impairment triggers

exist, this continues to be an area of focus.

Following the impairment recorded at a group

level at the year-end in the Identity - Americas

CGU, a full impairment review was conducted on

this investment, since there was considered to be

an indicator of impairment for the Company’s

investment in its US subsidiaries

The review and challenge on the investment impairment assessments were

the same as for the goodwill and intangible assets assessment detailed

above.

The Committee concluded that the impairment of £168.7 million was

appropriate, and that the disclosures were fair and balanced.

Key areas of focus

The Committee considered the matters set

out below as significant to the financial

statements. These were discussed and

reviewed with management and the external

auditor; the Committee challenged

judgements and sought clarification where

necessary.

The Committee received a report from PwC

on the work it had performed to arrive at its

conclusions and discussed in detail all

material findings contained in the report.

Further detail on the application of the

Group’s accounting policies is set out on

pages 115 to 126.

GBG Annual Report and Accounts 2026

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Audit & Risk Committee continued

Area of focus Why was this a key area of focus? How did the Committee challenge and reach its conclusion?

Going

concern and

viability

The Board has a responsibility to assess whether

there are any doubts about an entity’s ability to

continue as a going concern. In order to support

the preparation of the financial statements on a

going concern basis, the Group has completed a

comprehensive and robust assessment. This

involves testing a number of assumptions

regarding the future financial performance of the

Group for 12 months from the date of signing the

accounts.

A summary of the Group’s going concern and viability assessment was

presented to theCommittee.

The Committee reviewed the results of management’s scenario-specific

stress testing as well as reverse stress testing, which demonstrated the

resilience of the Group.

As part of its review, the Committee took into consideration that on 26

March 2026 the Group had successfully completed the refinancing of its

debt facilities. The new revolving credit facility has a maximum level of £175

million with no mandatory repayments until the termination date in

September 2030. Updates were also provided by PwC on its procedures

and conclusions on the viability of theGroup.

The Committee scrutinised and reviewed management’s process for

assessing going concern and viability.

The appropriateness of the stress test scenarios identified and the

reasonableness of key assumptions used by management in calculating the

financial impact of a viability scenario arising over the forecast period were

reviewed and challenged.

The Committee considered and concurred with management’s assessment

and recommended to the Board the preparation of the financial statements

on the going concern basis as well as the assessment and disclosures

around both going concern and viability.

Revenue

recognition

Revenue recognition is always considered a key

accounting area of focus, due to the size of the

revenue number relative to the overall accounts

and the number of judgements involved as set out

in note 2.

The Committee assessed management’s recent analysis of contracts under

IFRS 15 and, after challenge, concluded that revenue had been properly

recorded in the period in accordance with accounting standards.

Internal control and risk management

The Board is responsible for the effectiveness of GBG’s system of internal control, which has been designed and implemented to meet the

requirements of the Group and the risks to which it is exposed. During the year, the Committee received regular updates from the Chief Legal

Officer and the Group CISO & Risk Manager, who together lead and monitor risk processes. The Internal Audit Manager is also invited to attend

meetings and provide confirmation to the Committee that team members had been cooperative throughout the audit process. The Group Audit

Policy, which outlines the authority, scope and approach of internal audit, was approved during the year and is reviewed on an annual basis. The

Committee has undertaken a review of the effectiveness of the Group’s internal control and risk management systems during the period and is

satisfied that they remain effective.

Provision 29

We remain committed to ensuring that

the Group’s audit, risk and governance

arrangements reflect best practice and

adequately address new regulatory

requirements. The Committee has

monitored the Group’s preparations to

ensure compliance with the

recommendations of the Code, with

particular focus on the introduction of

the new Provision 29.

Although the first Board attestation of

the effectiveness of the Group’s material

controls is not required until FY27,

significant preparatory work was

undertaken during the year. This

included a detailed review of the Group’s

systems, processes and procedures and

the identification of material controls

aligned to the Group’s principal risks.

Material controls were selected by

senior risk owners with focus on financial

reporting, operational and information

security risks.

External advisors supported this work to

ensure compliance with the new

Provision. The Committee is satisfied

that the Company is on track with

appropriate milestones to enable the

Board to make the declaration of

effectiveness of the material controls in

the FY27 Annual Report in accordance

with Provision 29.

Key areas of focus continued

GBG Annual Report and Accounts 2026

GovernanceStrategic report Financial statements

Board-level reporting on risk

management and internal control

In seeking to achieve its business objectives,

the Group faces a number of risks, as defined

on pages 28 to 36. The following key mitigants

comprise the internal control environment.

This has been designed to identify, evaluate

and manage these risks in line with our risk

appetite and to ensure accurate and timely

reporting of financial data for the Company

and the Group:

– An appropriate organisational structure

with clear lines of responsibility, including

effective risk management

– An experienced and qualified finance

function, which regularly assesses the

possible financial impact of the risks facing

the Group

– Key control procedures as defined in the

risk framework

– Delegation of authority devolved from the

Board which sets the approval limits for key

business transactions and decisions

– A robust financial control, budgeting and

forecasting system, which includes regular

monitoring at Board level

– Procedures by which the consolidated

financial statements are prepared, which

monitor key financial reporting risks arising

from changes in the business or accounting

standards

– Established policies and procedures which

reinforce the need for all team members to

adhere to minimum standards, in

accordance with law and regulation

The effectiveness of the internal audit

functionis monitored throughout the year,

including through:

– Internal audit reports presented to the

Committee

– Sessions between the Committee Chair

andthe Internal Audit Manager without

management present

– Sessions between the Committee and the

Internal Audit Manager also without

management present

– Regular monitoring against the internal

auditplan

The Audit Committee is satisfied that internal

audit remains effective and has the necessary

resources required to discharge its

responsibilities.

Annual Committee evaluation

During the year, we completed our annual

review of the Committee’s effectiveness as

part of the internal Board and Committee

evaluation process. I am pleased that our

review concluded that we continue to operate

effectively as a Committee and to provide the

Board with the required level of assurance

through our work.

The results of the Committee evaluation

confirmed that the Committee is effective in its

role with above benchmark scores achieved.

While there was no dominant area for

improvement flagged, the evaluation

highlighted that members are mindful of

succession for the Committee Chair.

Further details can be found in the Nomination

Committee Report on pages 67 to 70.

Future focus for the Committee

The key focus for the Committee in the year

ahead will include:

– Continuing to prepare for Provision 29

compliance

– Group transformation activities, including

impacts on financial reporting, risk

management and internal controls

– Continuing the progress made in

developing the risk management

framework

– Overseeing and challenging risk

management performance to ensure GBG

continues to operate in line with the

Board’s stated risk appetite

– Continuing to plan and develop the internal

audit activities and identify areas for

review. The Group CISO & Risk Manager will

lead this using co-sourced external support

where appropriate

– The Internal Audit Manager will continue to

conduct additional internal audits and risk

assessment activities, which will be

reported to the Committee

– Ensuring that all available guidance and

regulations are appropriately considered to

maintain strong financial reporting and

corporate governance systems

– Continue to focus on the potential future

regulatory changes and emerging best

practice reporting

Succession

In September my tenure as Senior

Independent Non-Executive Director and

Chair of the Audit & Risk Committee will

reach the nine-year independence threshold

set out in the UK Corporate Governance

Code. At the time of the Company’s transition

from AIM to the Main Market the Board gave

careful consideration to the importance of

maintaining Board stability during this period.

It was considered that, if required, I would

remain in post beyond this threshold in the

best interests of the Company and its

stakeholders.

I will remain in post as Senior Independent

Non-Executive Director and Chair of the

Committee, subject to re-election at the

Company’s Annual General Meeting, until

such point that my successor is appointed in

FY27.

Liz Catchpole

Audit & Risk Committee Chair

2 June 2026

Audit & Risk Committee continued

GBG Annual Report and Accounts 2026

GovernanceStrategic report Financial statements

Remuneration Committee

Dear Shareholder

On behalf of the Remuneration Committee

(the “Committee”) I am pleased to introduce

our Directors’ Remuneration Report for the

year ended 31 March 2026. This is my first full

year as Chair of the Committee and I would

like to begin by thanking shareholders for

their support of our Directors’ Remuneration

Report at the 2025 AGM.

This report provides insight into the decisions

taken by the Committee in determining

remuneration outcomes for the Executive

Directors and wider workforce for the

financial year ended 31 March 2026. The

Committee is primarily responsible for

determining and recommending to the Board

the policy for the Executive Directors’

remuneration and employment terms.

Committee focus during FY26

The Committee has discharged its

responsibilities throughout the year by:

– Reviewing of the Directors’ Remuneration Policy

ahead of the its renewal at the 2026 AGM

– Considering and approving Executive

Directors’ salaries

– Approving Executive bonus outturns

forFY25

– Considering and approving the vesting

share awards and exercises for Executive

Directors

– Reviewing and approving long-term

incentive grants and associated

performance conditions for senior

management under the PSP and RSP

– Considering and approving the grant of awards

under the Save as You Earn Scheme (SAYE)

– Considering and approving appropriate

performance measures for the annual bonus

scheme for Executive Directors, ensuring

alignment to KPIs and the Group’s strategy

– Reviewing and approving the Directors’

Remuneration Report for FY26

Michelle Senecal de Fonseca

Committee Chair

The Committee is

responsible for determining

and recommending to the

Board the Remuneration

Policy for the Executive

Directors and, in consultation

with the CEO, for determining

the remuneration packages

of members of the

ExecutiveTeam.

The Directors’ Remuneration Policy is

designed to reflect best practice, align

withGBG’s purpose and values, incentivise

performance and ensure the delivery

ofstrategy.

Overview

The Committee engages with shareholders

as part of its decision-making process. It

also considers wider employee remuneration

issues, such as pay equity and fairness,

employee benefit changes and employee

share plan design.

The work of the Committee includes

reviewing share incentive plans,

performance-related pay schemes and

their associated targets, and for making

recommendations to the Board in

connection with them.

This year we completed an internal

evaluation of the Committee’s effectiveness.

Further details can be found on on page 81.

No Director or other senior Executive is

involved in any decisions affecting their own

remuneration. The Committee is authorised

to seek outside legal or other independent

professional advice as it sees fit.

Committee composition

The members of the Committee are

the Independent Non-Executive

Directors and the Chair of the Board:

– Michelle Senecal de Fonseca

– Liz Catchpole

– Richard Longdon

– Bhav Singh

The Group Company Secretary is the

secretary to the Committee and

attends all meetings.

By invitation of the Committee,

meetings are attended by the

Executive Directors, the Group People

& Talent Director, Group Finance

Director and external remuneration

advisor to the Committee.

The Committee met six times this year.

Attendance can be seen on page 48.

The Committee Terms of Reference are

reviewed annually and are available on the

GBG website.

Read more online at:

gbgplc.com/committees

GBG Annual Report and Accounts 2026

GovernanceStrategic report Financial statements

comfortable with the proposal to move the

CEO’s salary towards market median but one

shareholder expressed some reservations on

the absence of bonus deferral. Overall the

shareholders that I engaged with directly

indicated their support of the policy.

Ultimately, the Committee came to the view

that the current remuneration framework has

worked well and the current policy has

operated as intended in terms of performance

and quantum. This decision followed significant

review and discussion by the Committee

throughout the year that involved looking at a

number of different options. Following robust

debate it was concluded that the proposed

structure, with some moderate changes,

continued to support the delivery of the

business strategy. While we explored a number

of more innovative approaches, the Committee

concluded that the current restricted shares

structure remains aligned to the Company’s

strategy and ensures strong focus on the

creation of long-term value for end market

customers and shareholders. It supports the

strategy by having a positive impact on

engagement, motivation and retention. We are

proposing a small number of changes to the

framework, primarily focused on ensuring that

the overall remuneration and governance

framework remains appropriately competitive

going forward. Further details on these changes

are set out below.

There is no change proposed to operation of

our annual bonus or our performance share

plan. The performance measures for the

annual bonus will remain majority focused on

operating profit with the remainder based on

the delivery of key KPIs, including revenue

growth, reflecting our strategic priorities. For

the performance share plan, performance is

assessed over a three-year period with

vested awards remaining subject to a two

year post vesting holding period. This was a

feature which we already operated and

remains in place to comply with the Code.

Remuneration Committee continued

arrangements should remain under

continuous review, to ensure they support

the effective retention and attraction of

high-quality Board members. Further

information can be found on pages 65 to 66.

Review of Remuneration Policy

Following the move from AIM to the Main

Market, the Committee conducted a detailed

review of the existing Remuneration Policy

(the “Policy”) in conjunction with its external

remuneration advisor, Deloitte LLP. This

underlined our committed to ensuring

executive pay aligns with delivering

sustainable growth and ultimately value to

shareholders. Wereviewed our remuneration

approach against current market conditions

and benchmarking was undertaken against

the FTSE 250 Index as well as a smaller group

of comparable market peers. This showed

that the current remuneration levels of the

CFO was comparable, both in terms of fixed

pay and total compensation, but the CEO’s

fixed pay was at the lower end of comparable

market peers. The Committee has discussed

and agreed a route forward to progress the

CEO’s salary to a mid-range for a company of

our size.

Directors’ Remuneration Policy

For the first time we are submitting our

Directors’ Remuneration Policy to

shareholders for approval at the 2026 AGM.

Over the course of the last 12 months, the

Committee has undertaken a detailed review

of the current remuneration framework for

Executive Directors, with a view to ensuring it

continues to appropriately support reward

principles and delivery of the Company’s

strategy. In doing so, the Committee took into

account a number of factors to ensure that it

remained fit for purpose as a Main Market

listed business. We engaged with our major

shareholders during April and May 2026. I

spoke directly with three shareholders who

were generally comfortable with the policy,

acknowledging that it had not changed

materially since the previous year. They were

The Committee considered the overall

remuneration opportunities for the CEO and

CFO roles given the size, scale and

geographical reach of the business, and the

experience and capability of the individuals.

The Committee has referenced the FTSE 250

as a comparator group and, while the

Committee is very mindful of not being

driven by benchmarking, it considered that

the level of difference was sufficiently

material and that it was necessary to make a

focused increase to align total target

remuneration opportunity more closely with

the middle of the market. The Committee

considered that an increase was appropriate

to more fairly align the positioning of the

Executive Directors, taking into account their

respective skills and experience as well as

the sustained size and complexity of the

organisation. It was recognised that the

CEO’s current salary was towards the lower

end of market practice compared to the FTSE

250 peer group.

Remuneration for Executive

Directors in FY27

As reported last year the Committee

acknowledges that, following his appointment

as CEO, Dev Dhiman’s salary was set below the

current market rate for a company of our size

and committed to increase the base salary to a

market competitive rate over time. As part of

the move to the Main Market, we reviewed the

market positioning of the Executive Directors’

base salaries. The CEO’s salary remained below

lower quartile against companies of a similar size

and complexity and against our industrypeers.

Dev Dhiman received a salary increase of 15%

with effect from 1 April 2026, increasing his

base pay to £540,000.

Committee focus during FY26

continued

– Reviewing remuneration arrangements for

the wider workforce and alignment to the

arrangements for senior management

– Reviewing the gender pay and ethnicity

pay gap analysis results and agreeing

actions

The Committee is also responsible for

reviewing (and making recommendations to the

Board about) share incentive plans,

performance-related pay schemes, their

associated targets, and employee benefit

structures across the Group. In addition, the

Committee monitors remuneration structures

below Board level and considers proposals and

remuneration packages when bringing key

talent into the Group. Where appropriate we

seek advice from our external consultant,

Deloitte LLP. Deloitte is a member of the

Remuneration Consultants Group and, as such,

voluntarily operates under its Code of Conduct

in relation to executive remuneration consulting

in the UK.

During the year, Deloitte was paid fees

totalling £40,000 in respect of advice given

to the Committee. Deloitte also provided

remuneration advice in relation to the

Company’s move from AIM to the Main

Market totalling £26,000. In accordance with

provision 35 of the UK Corporate Governance

Code the Committee is satisfied that the

advice received from Deloitte is independent

and that the Engagement Partner and team

do not have any connections with the

Company that may impair their

independence. The Committee will continue

to keep the effectiveness and independence

of Deloitte under review.

Committee evaluation

The Committee’s performance was evaluated

during the year. I am pleased that our review

concluded that we continue to operate

effectively with no areas of concern to report.

The evaluation highlighted that remuneration

GBG Annual Report and Accounts 2026

GovernanceStrategic report Financial statements

Remuneration Committee continued

Team members, where appropriate, are

offered the opportunity to become

shareholders of the Company through

participation in all-employee share schemes

and the LTIP.

Looking ahead to FY27

GBG has always recognised the need to

report in an open and transparent manner

and align with shareholder and stakeholder

expectations.

On behalf of the Committee, I would like to

thank shareholders for their engagement on

remuneration matters over the past year and

look forward to continuing the dialogue

during FY27, especially in the context of

implementing the new Policy being presented

for approval at the AGM. If you have any

questions on this report or our approach to

remuneration more generally, please feel free

to contact me via the Group Company

Secretary.

Michelle Senecal de Fonseca

Remuneration Committee Chair

2 June 2026

In line with good practice, the Remuneration

Committee reviewed the incentive outcomes and

considered them reflective of the performance of

the Company, shareholder experience and not

warranting any discretionary adjustment against

the formulaic outcomes.

Workforce remuneration

The Committee reviews remuneration

arrangements for the wider workforce and

takes this into account when considering the

remuneration for the Executive Directors and

Executive Team. Our reward philosophy is to

make sure team members are fairly rewarded

for the contribution they make. We have

continued to conduct market evaluation and

pay benchmarking exercises across all team

members, to make sure our pay practices are

competitive, fair and consistent, making market

adjustments where required.

For FY26 a new performance-driven

approach was adopted, whereby each team

member was assessed quarterly on their

performance. Those that exceeded

performance targets received a bonus

payment equivalent to between 2.5% – 4% of

salary at the end of each quarter. For FY27,

the average pay increase globally was

equivalent to 3% per employee.

The Company continues to operate a Hybrid

Working Policy which maintains flexibility

while encouraging team members to work

together each week, with the benefits that

brings to individuals and teams. Team

members work a minimum of two days a

week in one of our workplaces with our goal

being to strike a balance between individual

needs and team dynamics. Acknowledging

that physical presence is valuable for

collaboration, creativity and team building,

We believe that by supporting our team

members in this way,we have a more

engaged and motivatedworkforce.

Group revenue:

£285m

Adjusted operating profit

£67.5m

Adjusted diluted earnings per share (EPS)

19p

80% of the FY26 annual bonus of the CEO

and 85% for the CFO is based on adjusted

operating profit, with the remainder based on

strategic objectives as set out on page 93. As

noted above, the adjusted operating profit

was £67.5 million. Consequently 83.8% of this

element, for both the CEO and CFO, vested.

45.9% and 56.3% of the bonus maximum

attributable to strategic and ESG objectives

were achieved for the CEO and CFO

respectively.

In June 2023 share options awards were granted

under the Performance Share Plan to the CEO

(who, at the date of grant, was not an Executive

Director) and also to the CFO. The performance

criteria for these share awards were based on EPS

and TSR performance for the three-year period

ending 31 March 2026. 33.4% of EPS performance

targets and 0% of TSR performance targets were

met which resulted in 25.% of the awards vesting.

The CEO also had 150,000 PSP awards granted on

appointment (performance target to achieve or

exceed the FY26 budget adjusted operating

profit). Before his appointment as CEO an award of

31,920 RSP awards with no performance

conditions was made. Both the 150,000 PSP

awards and the 31,920 RSP awards will vest in full.

Full details of the performance targets and

outcome are reported on page 94 to 95.

Remuneration for Executive

Directors in FY27 continued

The Committee also considered Dev’s strong

performance as CEO since appointment as well

as the Company’s increasing footprint and

operations in the Americas. We consider that

retaining the CEO isimperative to GBG’s

ongoing operations andsuccess.

On reviewing David Ward’s base salary we

concluded that he was positioned

competitively against the market. Therefore, in

line with the wider workforce he received a

salary increase of 3% with effect from 1 April

2026, increasing to £435,000.

For FY27 the annual bonus will remain at 150%

(FY26: 150%) of salary for the CEO and will

remain at 130% (FY26: 130%) of salary for the

CFO. The performance measures will be based

on at least 70% financial metrics and the

remainder is based on individual KPIs aligned to

strategic objectives including people,

innovation and impact.

The Committee also intends to maintain the

PSP awards for FY27 at 225% of base salary

for the CEO and 175% of salary for the CFO.

For FY27, 25% of the awards will be based on

TSR vs. the FTSE 250 and 75% based on EPS.

Further details of the FY27 incentives can be

found on page 98.

Company performance and

incentive outcomes for FY26

The financial performance for GBG for the year

ended 31 March 2026 is set out on pages 104 to

164. This year the Company has continued to

focus on maintaining a balance between

delivering growth, investing for the future and

sustaining profitability. This resulted in good

revenue growth in the core business, with

strong profitability and cash generation

enabling the share buyback programme and

acquisition of DataTools. In summary the Group

achieved the following results for the year:

GBG Annual Report and Accounts 2026

GovernanceStrategic report Financial statements

Executive Director remuneration for FY26

Remuneration Committee continued

Remuneration at a glance

Salary Annual bonus Long Term

Incentives

Pension and

benefits

Total

remuneration

+ + + =

Total remuneration outcomes (£’000)

Dev Dhiman (Chief Executive Officer)

David Ward (Chief Financial Officer)

£416

£1,401

£1,664

£967

FY26 actual

FY26 max

FY25 actual

FY26 actual

FY26 max

FY25 actual

£462

£37

£35

£34

£37

£43£66

£359

£442

£1,015

£1,493

£950

£436£422

£488

£536£469

£703k£469

£385£410

£548£422

£121k

£122

GBG Annual Report and Accounts 2026

GovernanceStrategic report Financial statements

This part of the report sets out the Executive Directors’ Remuneration Policy, including details on each element of remuneration and how it operates.

Element/link to remuneration

strategy Key features/operation Potential value Performance metrics

Base salary

To attract and retain

high-calibre executives.

Positioned competitively in

line with the market.

Salaries are normally reviewed and set annually with

effect from 1 April. The Committee considers

remuneration levels in companies of comparable size

and complexity.

There is no prescribed maximum annual increase.

Any increase will usually correspond to or, where

appropriate, be less than the level of increase

applied across the wider workforce. However,

increases may be awarded which are different to the

increasesfor the wider workforce where appropriate.

This includes the ability to award higherincreases in

appropriate circumstances, suchas:

– On promotion or in the event of an increase in

scope of the individual’s role or responsibilities

– Where an individual has been appointed to the

Board at a lower than typical market salary to

allowfor growth in the role, in which case larger

increases may be awarded to move salary

positioning to a typical market level as the

individual gains experience

– Change in size and/or complexity of the Group

– Significant market movement

– Other exceptional circumstances

Increases may be implemented over such time

period as the Committee deems appropriate.

Whilst no performance conditions apply to base

salary, a number of factors are considered including

market competitiveness, business and personal

performance.

Benefits

To aid retention and provide

an attractive package

alongside basic salary to

attract and retain executives.

Medical benefits are provided

to minimise disruption due to

absence.

Benefits include, but are not limited to, private

medical insurance and dental insurance. The

Company provides cash in lieu of any car benefits.

Executive Directors are eligible to participate

inany‘all-employee’ share scheme operated by

theGroup.

Other benefits may be provided based on individual

circumstances, which may include relocation costs

or allowances, travel and accommodation expenses.

Reimbursed expenses may include a gross-up to

reflect any tax or social security due in respect

ofthe reimbursement.

The Committee has not set a maximum level of

benefits Executive Directors may receive. The value

is set at a level which the Committee considers to

beappropriate taking into account the nature and

location of the role and individual circumstances.

Participation in any ‘all-employee’ share scheme isin

line with the rules of the scheme, including

thepermitted maximum levels of participation.

None.

FY27 Remuneration Policy

GBG Annual Report and Accounts 2026

GovernanceStrategic report Financial statements

Element/link to remuneration

strategy Key features/operation Potential value Performance metrics

Pensions

To provide market

competitive arrangements.

Executive Directors can elect either to:

– Receive an employer contribution to the defined

contribution (DC) scheme

– Receive a salary supplement in lieu of a pension

– Receive a combination

The maximum employer contribution (whether by

way of employer pension contribution, salary

supplement, or a combination) will normally be in

line with the level of contribution available to the

wider workforce (currently 5% of salary). The

Committee retains discretion to determine the

approach to and calculation of the workforce

pension level, including if relevant the methodology

for Directors not based in the UK.

None.

Performance-related bonus

To incentivise achievement

of Company profit targets

and other near-term

strategic objectives.

The annual bonus will normally be paid wholly in

cash. However, the Committee reserves the right to

deliver part or all of the bonus in an award of

deferred shares.

Based on performance against targets related to

financial and individual KPIs agreed at the start

oftheyear.

The payment of any bonus is at the absolute

discretion of the Committee which has the

discretion to override the out turn of the bonus if

appropriate to do so. It may exercise this discretion

to take account of factors including, but not limited

to, the underlying financial and operational

performance of the Company, individual

performance.

The annual bonus is subject to malus and clawback

provision – see ‘Malus and clawback’ on page 87 for

further details.

Maximum annual incentive opportunity in respect of

a financial year is up to 150% of salary.

Each year the Committee will select performance

measures for the annual bonus that are aligned with

the strategy of the Company.

Normally at least 50% of the annual bonus will be

based on financial metrics.

Subject to the Committee’s discretion to override

the bonus outturn:

– For financial metrics up to 20% of maximum is

earned for threshold performance rising to up 50%

of maximum for on-target performance and 100%

for maximum performance

– For strategic or individual objectives between 0%

and 100% of maximum is earned based on the

Committee’s assessment of the extent to which

the relevant metric or objective has been met

The Committee may determine that alternative

pay-out schedules shall apply.

Bonus performance measures and weightings for

2026 are disclosed on page 98.

The choice and weighting of the metrics for future

awards may be altered to reflect the changing needs

of the business.

The Committee retains the discretion to

retrospectively amend the measures, weightings,

targets and/or method of assessment for the in-year

bonus to take into account a change in the business

strategy, significant acquisition or disposal, change

in accounting treatment or the occurrence of other

exceptional circumstances to ensure that the

scheme is able to fulfil its original purpose.

FY27 Remuneration Policy continued

GBG Annual Report and Accounts 2026

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Element/link to remuneration

strategy Key features/operation Potential value Performance metrics

Performance Share Plan

(PSP)

To align executives to the

interests of shareholders and

to incentivise long-term

financial performance.

Incentivises executives to

achieve the Company’s

long-term strategy and

create sustainable

stakeholder value.

The Committee may grant awards as conditional

shares, as nil (or nominal) cost options, as forfeitable

shares or in such other form as has a similar

economic effect.

PSP awards are normally granted annually.

Awards will ordinarily vest, subject to performance,

following the assessment of the applicable

performance conditions which will typically be

assessed over three years. Awards will then be

subject to an additional two-year holding period,

during which time awarded shares may not ordinarily

be sold (other than for tax). Alternatively, the holding

period may be operated on the basis that awards will

not normally be released (so that the participant is

entitled to acquire shares) until the end of the

holding period of two years beginning on the vesting

date.

The Committee has the discretion to override the

formulaic out-turn of the award if appropriate to do

so. It may exercise this discretion to take account of

factors including, but not limited to, the underlying

financial and operational performance of the

Company and individual performance.

Malus and clawback provisions apply to all awards

made under the PSP – see ‘Malus and clawback’ on

page 87 for further details.

Participants may also receive an additional award of

shares in lieu of the value of dividends paid over the

vesting and, if the holding period is operated on the

basis shares cannot be acquired until the end of it,

over the holding period in relation to vested shares

(this payment may assume that dividends had been

reinvested in GB Group shares on a cumulative

basis).

The ordinary maximum award in respect of a

financial year is 225% of base salary.

Awards in respect of 2026 will be granted at the level

of 225% of salary for the Chief Executive Officer and

175% of salary for the Chief Financial Officer.

PSP awards will be granted in accordance with the

rules of the PSP and the discretions contained

therein.

Performance targets are normally set annually,

measured over three consecutive financial years,

andthe Committee ensures they are appropriately

stretching.

Subject to the Committee’s discretion to override

the formulaic outturn of the award, there is up to

25% vesting for threshold performance, rising to

100% vesting for maximum performance.

The PSP performance measures and weightings

for2026 are disclosed on page 98.

The choice and weighting of the metrics for future

awards may be altered to reflect the changing

needsof the business.

FY27 Remuneration Policy continued

GBG Annual Report and Accounts 2026

GovernanceStrategic report Financial statements

Element/link to remuneration

strategy Key features/operation

Shareholding guideline

Aligns with shareholder

interests.

The Committee retains discretion to vary the application of the shareholding guidelines in exceptional circumstances.

In-post requirements

Executive Directors are expected to accumulate a shareholding in the Company’s shares to the value of 200% of base salary. Until the requirement is met,

Executive Directors are expected to retain all vested shares, other than those required to cover tax liabilities and exercise costs.

Shares subject to awards which are not (or are no longer) subject to performance conditions will count towards the requirement on a net of assumed tax basis.

Post-cessation requirements

Executive Directors will be expected to hold the lower of 100% of their in-post share ownership requirement or their actual holding on departure for one year

post-cessation of employment and 50% of this for a further year. The Committee retains the discretion to waive this guideline if it is not considered appropriate in

the specific circumstances.

No post-cessation restriction will apply to shares purchased by Directors from their own funds.

Malus and clawback

The rules of the PSP and the terms of the annual bonus include provisions for malus and clawback in the following circumstances:

– Material misstatement of the financial statements

– The grant of an award or assessment of any performance target or condition was made was based on error or, inaccurate or misleading information

– Any action or conduct of the individual amounting to fraud or misconduct

– An event, act or omission occurs which results in any member of the Group suffering material reputational damage

– A material failure of risk management

– Any member of the Group has suffered an instance of insolvency or corporate failure so that the value of the shares is materially reduced

– Any other circumstances the Committee considers similar in their nature or effect

Clawback generally may be applied for up to two years following payment of a cash bonus, and up to two years following vesting in respect of awards granted

under the PSP. These provisions are set to reflect a timeframe in which the Company’s financial reporting, audit and risk procedures would typically identify one

ofthe malus and clawback trigger events. The Committee retains the discretion to extend the clawback period in the event of an ongoing investigation.

The Committee reserves the right to make any remuneration payments and/or payments

forloss of office (including exercising any discretion available to it in connection with such

payments), notwithstanding that they are not in line with the policy set out above, where the

terms of the payment were agreed: (i) before the policy set out above came into effect; or (ii)

at a time when a previous policy, approved by shareholders, was in place, provided the

payment is in line with the terms of that policy; or (iii) at a time when the relevant individual

was not a Director of the Company and, in the opinion of the Committee, the payment was

notin consideration of the individual becoming a Director of the Company. For these purposes,

‘payments’ includes (but is not limited to) the Committee satisfying awards of variable

remuneration and, in relation to an award over shares, the terms of the payment being

‘agreed’at the time the award is granted.

Discretions retained by the Remuneration Committee

The Committee will operate the annual bonus, the PSP, and any ‘all-employee’ share plan in

accordance with their rules. All discretions under those rules will be available under this Policy,

except where expressly limited under this Policy. For share awards, in the event of a variation of the

Company’s share capital or a demerger, delisting, special dividend, rights issue or any other event

that may affect the Company’s share price, the number of shares subject to an award and/or any

exercise price applicable to the award and/or any performance condition attached to the award

may be adjusted.

The Committee may make minor amendments to the Policy set out above for, for example,

regulatory, exchange control, tax or administrative purposes or to take account of a change

inlegislation, without obtaining shareholder approval for that particular amendment.

Robust procedures are in place to identify and manage conflicts of interest, including recusal

where necessary and the use of independent advisors, ensuring that all remuneration

decisions are objective, transparent and aligned with the long-term interests of shareholders.

FY27 Remuneration Policy continued

GBG Annual Report and Accounts 2026

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Consideration of shareholders’ views

The Committee considers feedback from shareholders received at each AGM, and any

feedback from additional meetings or from published investor guidelines, as part of any review

of executive remuneration. In addition, the Committee engages proactively with shareholders

and will ensure that shareholders are consulted in advance where any material changes to the

remuneration policy and implementation of that policy are proposed. The process surrounding

the formulation of the 2026 Policy included engagement with the Company’s largest

institutional investors (including the top 20 shareholders who in total account for over 60% of

GBG’ shareholdings) and a selection of proxy agencies in order to understand their views on

the proposed approach. Following their requests to meet, the Committee Chair spoke with

three shareholders who were generally comfortable with the policy, acknowledging that it had

not changed materially since the previous year. They were comfortable with the proposal to

move the CEO’s salary towards market median but one shareholder expressed some

reservations on the absence of bonus deferral. Overall the shareholders that we engaged with

indicated their support of the policy.

Consideration of employment conditions elsewhere in the Group

anddifferences between arrangements for Executive Directors and

otheremployees

The Committee considers pay and employment conditions of team members throughout the

Group when determining Executive Director remuneration. The Committee considers the

relationship between Executive Director rewards and broader changes to wider employee

remuneration. While the Company does not formally consult with employees as part of the

process, the Board seeks feedback from employee surveys and takes a general view on

employee remuneration into account when determining executive remuneration.

The following differences exist between the Company’s policy for the remuneration

ofExecutive Directors and its approach to the payment of employees generally:

– Participation in the PSP is typically aimed at the Executive Directors and certain selected

senior managers. Other employees may be invited to participate in a restricted share plan

toaid retention and recognition. All UK employees, including executives, are eligible to

participate in the Company’s SAYE up to prevailing HMRC limits

– A lower level of maximum annual bonus opportunity applies to eligible employees other than

Executive Directors

– Benefits offered to other employees, depending on their employee grade, may include health

insurance, death-in-service benefit, a company vehicle or cash allowance and access to

other voluntary employee benefits

In general, these differences arise from the development of remuneration arrangements that

are market competitive for the various categories of individuals. They also reflect the fact that,

in the case of the Executive Directors, a greater emphasis is placed on variable pay.

Executive Director illustrative scenario charts

The charts below show how much the Chief Executive and Chief Financial Officer could earn

infuture periods based on different performance scenarios in respect of awards to be made

inthe 2026 financial year under the Policy.

The following assumptions have been made:

– Minimum (performance below threshold) – fixed pay only with no vesting under any of GB

Group’s incentive plans

– Target – fixed pay plus a bonus and PSP at 50% of the maximum opportunity.

– Maximum (performance meets or exceeds maximum) – fixed pay plus the maximum bonus

and PSP opportunity

– Maximum + 50% share price growth – fixed pay plus the maximum bonus and maximum

vesting under the PSP at a share price 50% high than when the PSP was granted

Fixed pay comprises:

– Salary - £540,000 for Chief Executive Officer and £435,000 for the Chief Financial Officer;

– Benefits – amount received in FY26

– Pension – 5% of base salary

FY27 Remuneration Policy continued

Remuneration (£’000)

Dev Dhiman (Chief Executive Officer)

David Ward (Chief Financial Officer)

19%

17%

38%

34%

47%

42%

38%

35%

25%

31%

25%

26%

100%

36%

41%

22%

26%

18%

22%

£579k

£469k

£1,592k

£1,132k

£2,604k

£1,796k

£3,212k

£2,176k

Minimum

Target

Maximum

+50% share

price growth

Minimum

Target

Maximum

+50% share

price growth

GBG Annual Report and Accounts 2026

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Approach to recruitment for Directors

To ensure the ongoing leadership continuity of the Group, the Company will seek the

appointment of high-calibre executives, either by external appointment or internal promotion.

The remuneration package for a new Executive Director would be set in accordance with the

terms of the Company’s Remuneration Policy at the time of appointment and take into account

the scope and complexity of the role, the experience of the individual, the prevailing market

rate for that experience and the importance and immediacy of securing that candidate.

Principles

When determining appropriate remuneration arrangements, the Committee

may include other elements of pay which it considers are appropriate. However,

this discretion is capped and is subject to the limits referred to below.

The Committee will not offer non-performance related incentive payments

(such as a ‘guaranteed sign-on bonus’, for example).

Other elements may be included in the following circumstances:

– An interim appointment being made to fill an Executive Director role on a

short-term basis

– If exceptional circumstances require that the Group Chair or a Non-

Executive Director takes on an executive function on a short-term basis

– If an Executive Director is recruited at a time in the year when it would be

inappropriate to provide an incentive for that year as there would not be

sufficient time to assess performance. Subject to the limit on variable

remuneration set out below, the quantum in respect of the months

employed during the year may be transferred to the subsequent year so

that reward is provided on a fair and appropriate basis

Fixed pay

The salary would be set at a level, based on the principles above, to secure the

most appropriate candidate but paying no more than is necessary and in the

best interests of the Company and its shareholders. This may include agreement

on future increases, in line with increased experience and/or responsibilities,

subject to good performance, where it is considered appropriate.

Pension contributions (and/or salary supplement in lieu) will not exceed the

level of contribution available to the wider workforce.

For external and internal appointments, the Committee may agree that the

Company will meet certain relocation and/or incidental expenses as appropriate.

Variable pay

When appointing a new Executive Director, existing arrangements will be

usedwhere possible. The Committee has the discretion to include any other

remuneration component or award which it feels is appropriate, taking into

account the specific commercial circumstances, and subject to the limit on

variable remuneration set out below. The key terms and rationale for any such

component would be appropriately disclosed.

The maximum level of annual variable pay and long-term incentive awards

which may be awarded to a new Executive Director in respect of their

recruitment, excluding any buy-out awards, is 150% of base salary for annual

bonus and 400% of salary for the PSP. Given the global nature of our business

as well as the sector in which we operate, it may be that we need to hire our

next Executive Director from the US market. The Committee therefore

considers it appropriate to give more flexibility to grant larger long-term

awards to support recruitment in these circumstances.

Such variable remuneration may be made in the form of cash or shares,

subject to performance conditions as selected by the Committee, and may

vest immediately or at a future point in time.

Buy-out

awards

To facilitate recruitment, the Remuneration Committee may ‘buy out’ any

remuneration arrangements forfeited by the new Executive Director from

aprevious engagement. In doing so, the Committee will consider all relevant

factors including the form of the awards (i.e. cash or equity), performance

conditions attached to the awards, the likelihood of such conditions being

metand the timeframe of the awards.

Typically, any buy-outs will be made on a like-for-like basis.

On recruitment, the Committee retains discretion to grant awards under a new arrangement

where required, in accordance with the Listing Rules, which allow for the grant of awards

specifically to facilitate, in unusual circumstances, the recruitment of an Executive Director.

For an internal Executive Director appointment, any remuneration awarded in respect of the

prior role may be allowed to pay out according to its terms, adjusted as relevant to take into

account the appointment. In addition, any other ongoing remuneration obligations existing

prior to appointment may continue.

Fees payable to a newly appointed Group Chair or Non-Executive Director will be in line with

the policy in place at the time of the appointment.

Service contracts and payments for loss of office

The Remuneration Committee considers the individual circumstances in cases of early

termination and manages these cases in line with policy; however, the Committee also reserves

the right to assess the appropriate remuneration conditions for the specific circumstances.

The following sets out the Company’s policy, in normal circumstances, with regard to exit

payments for each remuneration element for Executive Directors.

FY27 Remuneration Policy continued

GBG Annual Report and Accounts 2026

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Service contracts and payments for loss of office continued

Notice

period

The Committee’s policy is that Executive Director contracts will normally

provide up to 12 months’ notice by the Company and up to 12 months’ notice

by the Executive Director.

Termination

payments

If any existing contract was terminated by the Company (other than for

cause), it would be liable to pay salary, contractual benefits and pension for

the notice period, including any period of garden leave. The Company may

elect to make payment in lieu of any unexpired period of notice comprising

salary and a cash sum in lieu of benefits.

The Company reserves the right to apply mitigation to any payment in lieu of

notice, for example by making phased payments where appropriate for the

balance of any notice period, against which earnings from new employment

would be offset.

Annual

bonus

For a ‘good leaver’, the payment of any annual bonus would be entirely at the

discretion of the Remuneration Committee and if made would normally be

pro-rated to the time of active service in the year that employment ceased,

paid at the normal time and be subject to the original performance conditions

and policy on deferral (unless the Remuneration Committee determines

otherwise). In such circumstances the decision of the Committee would take

into consideration the financial performance of the Company, the performance

of the individual, and the circumstances of the termination of employment.

Annual bonus will normally be paid in cash.

For ‘bad leavers’, rights to annual bonus and unvested DBSP awards will

normally be forfeited.

PSP

The vesting of any share option awards would be entirely at the discretion of

the Remuneration Committee and would lapse at the cessation of

employment unless considered a ‘good leaver’. If ‘good leaver’ status was to

be applied the awards would be (unless the Remuneration Committee

determines otherwise) subject to the relevant plan rules, achievement of the

relevant performance conditions and exercisable on a pro-rated basis,

calculated up to the period of time served from the date of grant to the date

of the termination of employment.

Awards would normally be released at the end of the originally envisaged

holding period or, at the discretion of the Remuneration Committee, would be

released at the later of the end of the performance period and two years after

cessation of employment.

The Committee retains the discretion to determine that the PSP awards vest/

are released at cessation and/or amend time pro-rating in appropriate

circumstances.

Good leaver

For the purposes of the above, a ‘good leaver’ is someone who leaves

employment because of death, disability, injury, ill health, redundancy,

retirement by agreement with the Company, their employing company or

business being sold/transferred out of the Group, or any other circumstance

at the discretion of the Committee.

Change of

control

The share plan rules contain provisions relating to change of control. In general,

outstanding awards would normally vest and become exercisable on a change

of control, to the extent that the Committee determines that any applicable

performance conditions have been satisfied at that time or are likely to be

satisfied and unless the Committee determines otherwise, pro-rating for time.

Alternatively, awards may be exchanged for equivalent awards over shares in

the acquiring company. Any holding period will come to an end on the date of

the change of control. The Committee can decide that similar treatment will

apply on a demerger, delisting, distribution (other than an ordinary dividend) or

other transaction which could affect the value of an award.

The Committee can adjust the number or type of shares subject to an award

and/or any exercise price to take account of any rights issue, demerger,

special dividend or other variation of capital or similar corporate event.

Incidental

expenses

and other

payments

The Company may meet relocation and other incidental expenses on

termination of employment, for example relocation expenses, outplacement

fees, the fees of legal or other professional advisors, and accrued but untaken

holiday. In appropriate circumstances, the Committee may agree that certain

benefits (such as medical insurance) may be continued for a reasonable

period following termination of employment.

Where a ‘buy-out’ or other ‘one-off’ award is made, the leaver provisions would be determined

at the time of the award.

The Committee reserves the right to make additional exit payments where such payments are

made in good faith in discharge of an existing legal obligation (or by way of damages for breach

of such an obligation) or by way of settlement or compromise of any claim arising in connection

with the termination of a Director’s office or employment.

Copies of the Executive Directors’ service contracts are available for inspection at the

Company’s registered office.

External appointments of Executive Directors

The Committee recognises that benefits can arise from allowing Executive Directors to take a

non-executive directorship elsewhere, from which fees may be retained with the approval of

the Board.

FY27 Remuneration Policy continued

GBG Annual Report and Accounts 2026

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Non-Executive Directors

The Board approves the Chair’s fee on the recommendation of the Remuneration Committee. The Board approved the other Non-Executive Directors’ fees on the recommendation of the Chair

and CEO. Non-Executive Directors and the Company Chair have appointment letters setting out their duties and the time commitment expected. Appointment letters are currently for terms of

three years. Appointments may be terminated by either party with one month’s written notice, with the exception of the Chair who has a notice period of six months.

Element/link to remuneration strategy Key features/operation Potential value

To attract and retain Non-Executive

Directors of a high calibre that have

the expertise, responsibility and

time commitment to be able to

contribute to an effective Board

anddeliver long-term sustainable

shareholder value

The Chair and the other Non-Executive Directors’ remuneration comprises

onlyfees. Fees are normally reviewed on an annual basis and amended to

reflect market positioning and any change in responsibilities as required.

The Chair is paid a single fee for all responsibilities.

The Non-Executive Directors are paid a basic fee.

Committee Chairs and those having other additional responsibilities

(ortimecommitment) may be paid an additional fee.

Fees can be paid in cash and/or shares as appropriate.

Fees are set taking into account the responsibilities of the role and

expected time commitment.

Benefits (such as travel and accommodation allowances to allow the NEDs

to fulfil their duties along with a gross up to reflect any tax liability arising

on such allowances).

The Chair and Non-Executive Directors receive no other pay or benefits,

except for reimbursement of expenses (including tax thereon), and do not

participate in incentive plans. The Company covers the costs of attending

meetings and Non-Executive Directors may be reimbursed for any

business expenses incurred in fulfilling their roles.

Service contracts

The service contracts and letters of appointment of the Directors include the following terms:

Executive Directors Date of contract Unexpired term or rolling contract

Notice period

months

Dev Dhiman

30 January 2024 Rolling contract 12

David Ward

27 January 2021 Rolling contract 6

Non-Executive Directors Date of contract

Unexpired term as at

31 March 2026

months

Notice period

months

Richard Longdon

1 September 2025 29 6

Liz Catchpole

1 September 2023 5 1

Bhav Singh

1 November 2025 7 1

Michelle Senecal de Fonseca

1 May 2025

1 1

1 Michelle Senecal de Fonseca’s service contract was renewed on 1 May 2026.

FY27 Remuneration Policy continued

GBG Annual Report and Accounts 2026

GovernanceStrategic report Financial statements

Annual remuneration report

Introduction

This section of the Directors Remuneration Report will be subject to an advisory vote at the

2026 AGM and provides detailsof:

– How Directors were paid for the year ended 31 March 2026

– How we propose to implement our Policy for FY27

Audited single total figure of remuneration for Executive Directors

Executive Director

Dev Dhiman (CEO)

Executive Director

David Ward (CFO)

FY26

£’000

FY25

£’000

FY26

£’000

FY25

£’000

Salary 469 442 422 410

Benefits

14 14 14 14

Pension

23 22 21 20

Total fixed pay 506 478 457 444

Annual bonus 536 416 436 385

LTIPs

3, 4

359 66

122 121

Other - 7 - -

Total variable pay 895 489 558 506

Total pay 1,401 967 1,015 950

1 Benefits include healthcare and life assurance. Cash in lieu of benefits in kind include car allowance of £12,000 for the

CEO and £12,000 for the CFO.

2 Contribution to the executives’ existing personal pension schemes and/or cash payment in lieu of pension in the event an

executive has exceeded their personal pension allowance.

3 Share price used for 2023 LTIP , vesting in June 2026, is £2.16 (three-month average up to 31 March 2026).

4 2022 LTIP outcome has been restated using share price at vest on 28 July 2025 of £2.38; there was no share price growth.

5 2022 LTIP outcome for CEO was not disclosed in the single total figure table in the FY25 Remuneration Report.

Audited single total figure of remuneration for Chair and

Non-Executive Directors

Richard Longdon

(Chair)

Liz Catchpole

(SID) Bhav Singh

Michelle Senecal

deFonseca

FY26

£’000

FY25

£’000

FY26

£’000

FY25

£’000

FY26

£’000

FY25

£’000

FY26

£’000

FY25

£’000

Basic fee 208 208 62 62 62 62 62 62

SID/Committee fees - – 30 30 - – 20 8

Total 208 208 92 92 62 62 82 70

Total remuneration for Executive Directors

Annual bonuses

The details of the Executive Bonus Scheme for FY26 are set out in the table below and include

details of the annual bonus targets, threshold and maximum levels and the bonuses paid to each

Executive Director. The maximum annual bonus for the year was 150% of base salary for the CEO

and 130% of base salary for the CFO. The Committee considered the malus and clawback

provisions and there were no circumstances triggering these provisions. Bonuses were earned

based on the achievement of a range of financial and non-financial targets as follows:

– Adjusting operating profit, where the maximum pay-out for achieving the target was capped

at 120% of base salary for the CEO and 110% of base salary for the CFO

– Achieving non-financial key performance indicators (KPIs), aligned to our strategic objectives

(where the maximum pay-out is capped at 25% of base salary for the CEO and 15% of base

salary for the CFO) and covering:

– Improvements in employee engagement

– Increasing GBG’s Net Promoter Scores (NPS)

– Increasing level of constant currency revenue growth

– Maintaining focus on ESG improvements and communication (where the maximum pay-out

is capped at 5% of base salary)

GBG Annual Report and Accounts 2026

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Annual remuneration report continued

Bonus breakdown

On target

(20% vesting)

Performance against Targets Bonus Achieved

Max target

(100% vesting) Result achieved

Vesting

percentage

against maximum

CEO Weighting

(% of max

bonus available)

CFO Weighting

(% of max

bonus available)

CEO

(% of max

bonus available)

CFO

(% of max

bonus available)

Adjusted Operating Profit £66.7m £68.8m £68.4m 83.8% 80% 85% 67.1% 70.9%

CCY Revenue Growth 2.8% 7.6% 3.2% 25.1% 10% 3.8% 2.5% 1.0%

People 4.36 4.40 4.29 0.0% 3.3% 3.8% 0.0% 0.0%

Customer 49 53 56 100.0% 3.3% 3.8% 3.3% 3.8%

Impact 1 4 4 100.0% 3.3% 3.8% 3.3% 3.8%

Total vesting % 76.2% 79.6%

Maximum Bonus 150% 130%

Salary £468,520 £421,785

Bonus £535,856 £436,446

1 The bonus level achieved against the adjusted operating profit target was calculated before deduction of one-off discretionary bonuses to specific team members for their performance over and above their bonus plan outcome, as agreed by the

Remuneration Committee.

Detail on performance outcomes ofthe KPIs

In assessing performance, the Committee uses a formulaic approach to reviewing outcomes and deliverables against the KPIs set at the start of the year. The Committee then considers the wider

macroeconomic environment to assess the extent to which this may have affected outcomes. The following pages detail the annual bonus achievement against each of the KPI and ESG categories;

the per cent bonus contribution for each measure is determined by the result relative to minimum and maximum threshold performance metrics, with the per cent bonus for aresult between these

points calculated on a straight-line basis.

Category Objectives Measurement Achievement Level of attainment met

CCY revenue growth

– Minimum Group constant currency revenue growth performance

of 2.8% would result in bonus equivalent to 3% / 1% of salary

– Budget Group constant currency revenue growth performance

of4.6% would result in bonus equivalent to 7.5% / 2.5% of salary

– Maximum group constant currency revenue growth performance

of 7.6% would result in bonus equivalent to 15% / 5% of salary

Achievement between the

minimum and budget threshold,

and budget and maximum

threshold will be calculated on a

straight-line basis

Group constant currency revenue growth performance of3.2%

has resulted in bonus equivalent to 3.8% and 1.3% of salary for

CEO and CFO respectively

25%

People

The best and most engaged people:

– Maintain or improve GBG Q12 mean score

– Target: Mean 4.36 (current combined) or higher up to 4.40

(todemonstrate year-on-year improvement in score)

4.35 or lower = no bonus

Maintain 4.36 = 2.5%

Improve on 4.36 = additional

0.63% per 0.01 increase in mean

scores to max 5% bonus at 4.40

A current combined mean score of 4.29 means that this KPI has

not been met

Customer

Adopt a market-leading customer-centric approach:

– To achieve overall improved Net Promoter Score (NPS) from our

clients against previous year (FY25: 52)

Minimum performance is set at 49 as this was the FY24 maximum

target, which was exceeded

48 or lower = no bonus

Base 49 = 2.5%

0.63% allocated to each whole

increment over base, to a

maximum of 5% (at a score of 53)

A NPS of 56 was received from our clients which is an

improvement against previous year (FY25: 52). This KPI was met

in full

100%

Impact

Maintain focus on impact improvements and communication, by:

– Environment: demonstrate year-on-year decrease in emission

intensity ratio (CO

/£m)

– Cyber security: improve phishing simulation to under 9% click rate

– CDP: achieve a CDP baseline score in FY26

– ESG ratings: maintain current ESG risk ratings

1.25% for each element listed, at

Committee discretion to a

maximum of5.0%

Each objective was achieved:

– Environment: Emission intensity ratio (across scopes 1, 2

and 3) decreased

– Cyber security: phishing simulation click rate of 5%

– CDP: CDP baseline score of B- achieved in FY26

– ESG ratings: all current ESG risk ratings have been maintained

100%

GBG Annual Report and Accounts 2026

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Annual remuneration report continued

Audited long-term incentive awards – grants made during the year

The following table sets out awards granted to the Executive Directors in the year ended 31 March 2026.

Nominal Cost Options Award basis Grant date Vesting date

Number of

shares granted

Share price

at award date

Face value of award Exercise price

Dev Dhiman PSP 225% of salary 17 Sept 2025 17 Sept 2028 448,583 £2.35 £1,054,170 £0.025

David Ward PSP 175% of salary 17 Sept 2025 17 Sept 2028 314,095 £2.35 £738,124 £0.025

1 This is the share price on 24 June 2025 when the total number of shares to be allocated across all LTIP awards was calculated for Remuneration Committee approval. The actual grant date was following agreement on additional award participants and

all LTIPs were granted. The actual share price on 17 September 2025 was £2.25 meaning the face value at date of grant was £1,009,312 for CEO and £706,714 for CFO.

The performance conditions were as set out below:

– EPS CAGR – 50% of the award

– 25% will vest if 3% EPS CAGR is achieved

– 100% will vest is 12% EPS CAGR is achieved (with straight-line vesting between these points)

– GBG’s TSR relative to the constituent of the FTSE 250 – 50% of the award

–25% will vest if median TSR is achieved

–100% will vest if upper quartile TSR is achieved (with straight-line vesting between these points)

Audited long-term incentive awards – vesting and exercises

June 2023 awards

On 26 June 2023 David Ward received an LTIP share award of 225,804 options and Dev Dhiman, who was not CEO at the time, received 63,839 options. Based on the FY26 final results 33.4% of the

adjusted EPS target was achieved and 0% TSR performance was achieved, and therefore the PSP awards have vested at a level of 25.1% (full details of the performance conditions are set out below).

On 26 June 2023 Dev Dhiman, who was not CEO at the time, also received 31,920 RSP awards with no performance conditions other than to remain in employment on the vesting date, these service

conditions are completed and the RSPs are no longer conditional.

The following awards will vest on 26 June 2026 and details are set out below.

Share award

Number of

shares granted

Face value at grant % vesting Shares vesting

Share price

on vest date

LTIP value on vest date

Dev Dhiman PSP 63,839 £150,022 25.1 15,998 £2.16 £34,556

David Ward PSP 225,804 £530,639 25.1 56,585 £2.16 £122,224

1 A share price of £2.35 was used to calculate both Dev Dhiman and David Ward’s awards.

2 The long-term incentive figure for the year has been valued using the average share price over the final three months of FY26 (£2.16).

GBG Annual Report and Accounts 2026

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Audited long-term incentives awards - measure

Performance

measures for the 3 years ending 31 March 2026 Weighting

Threshold

requirement

(20% vesting)

Maximum

requirement

(100% vesting)

Actual

achievement

% achievement

(% of total

award)

EPS CAGR 75% 4% 14% 5.1% 25.1%

TSR relative to the constituents of the FTSE 250 Index 25% Median Upper quartile 0% 0%

Total 25.1%

January 2024 Awards

Dev Dhiman, upon appointment as CEO, received 150,000 PSP awards, only capable of vesting if GBG achieved the Group budgeted adjusted operating profit target for FY26 of £67.5m. The

adjusted operating profit for FY26 was £67.5m therefore these awards will vest in full on 26 June 2026 and the details are set out below.

Share award

Number of

shares granted

Face value at grant % vesting Shares vesting

Share price

on vest date

LTIP value on vest date

Dev Dhiman PSP 150,000 £420,000 100% 150,000 £2.16 £324,000

1 A share price of £2.80 was used to calculate Dev Dhiman’s award.

2 The long-term incentive figure for the year has been valued using the average share price over the final three months of FY26 (£2.16).

At 31 March 2026, GBG’s quoted share price on the London Stock Exchange was 202p and the lowest and highest prices during the year ended 31 March 2026 were 188p and 296p on 24 February

2026 and 2 April 2025respectively.

Audited Directors’ interests

Share Option Scheme At 31 March 2025

Granted during

financial year

Vested during

financial year

Lapsed during

financial year At 31 March 2026

Option exercise

price

(p) Date exercisable

Dev Dhiman

PSP 7,467 _ _ _ 7,467

2.50 2023-24

PSP 80,222 – 27,596 52,626 27,596

2.50 2025-26

RSP 31,920 _ _ _ 31,920

2.50 2026-27

PSP 63,839 – _ _ 63,839 2.50 2026-27

PSP 150,000 – _ _ 150,000 2.50 2026-27

PSP 281,728 - - - 281,728 2.50 2027-28

PSP – 448,583 – – 448,583 2.50 2028-29

615,176 448,583 27,596 52,626 1,011,133

David Ward

PSP 147,551 – 50,757 96,794 50,757

2.50 2025-26

PSP 225,804 – – - 225,804 2.50 2026-27

PSP 203,010 – – – 203,010 2.50 2027-28

PSP - 314,095 – – 314,095 2.50 2028-29

576,365 314,095 50,757 96,794 793,666

1 Options vested but not yet exercised.

2 RSP awards have no performance conditions associated with them (these were awarded to Dev Dhiman before he became CEO).

Annual remuneration report continued

GBG Annual Report and Accounts 2026

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Annual remuneration report continued

Audited Directors’ interests continued

Set out below are the beneficial interests of the Directors and their families in the Group’s share

capital at the beginning and end of the year.

Ordinary shares of 2.5p

31 March

2026

1 April

2025

Richard Longdon 29,876 29,876

David Ward* 155,926 119,426

Dev Dhiman* 57,650 27,467

Liz Catchpole 20,665 20,665

Michelle Senecal de Fonseca – –

Bhav Singh – –

* Dev Dhiman’s holding includes 17,650 vested options (not yet exercised) net of tax; David Ward’s holding includes 26,500

vested options (not yet exercised) net of tax.

There have been no other changes to Directors’ interests in the Group’s shares from the end

ofthe year to 2 June 2026. The Register of Directors’ Interests contains full details of the

Directors’ interests in the Group’s shares and is open to inspection.

In accordance with the calculations set out in GBG’s Shareholding Policy, based on the closing

share price at 9 June 2025 of 271p, the value of Dev Dhiman and David Ward’s shareholding

represented 35% and 103% of their salaries respectively. As mentioned previously Executive

Directors are expected to meet our shareholding guidelines within five years of appointment;

David Ward hasfour years of service, Dev Dhiman has one year.

Audited loss of office payments to Directors

There were no payments for loss of office made to Executive Directors during the year.

Audited payments to past Directors

There were no payments made to past Directors during the year.

CEO to employee pay ratio (Option B methodology)

The table below shows the CEO pay ratios for FY26 using method B (gender pay gap

methodology) relative to the FY25 pay ratios.

Year Method

25th percentile

pay ratio

Median

pay ratio

75th percentile

pay ratio

FY26 B 24.02 : 1 15.88 : 1 12.56 : 1

FY25 B 25.29 : 1 15.40 : 1 10.98 : 1

The ratios for this have been determined using Option B methodology of the regulations

asitmade use of robust readily available data reported as part of our gender pay reporting

requirements. Total pay was calculated for a sample of employees at each quartile to ensure

that the three identified employees were suitably representative of their quartile. A full-time

equivalent total pay figure was calculated for each identified employee within their respective

quartile using the single-figure methodology. The Committee is comfortable that the pay ratios

are consistent with the pay, reward and progression policies for our UK employees. The date

used for the calculations was the employee population as a 5th April, consistent with the

Group’s gender pay gap reporting reference date.

The following table sets out the base salary and total pay figures for the employees identified at

each quartile alongside CEO salary.

Year

Element

of pay CEO

25th percentile

employee

Median

employee

75th percentile

employee

FY26 Base salary

(FTE) £469,000 £38,544 £60,632 £77,168

Total pay

(FTE) £1,042,000 £43,380 £65,600 £82,962

The reduction in the 25th percentile ratio between FY25 and FY26 reflects stronger growth in

lower quartile employee pay relative to CEO remuneration, including increases to base pay and

total reward components. Movements at the median and upper quartile reflect the impact of

higher CEO remuneration in FY26 combined with more modest growth in total pay at these

points of the employee pay distribution.

We consider these movements to be appropriate and consistent with the Group’s

remuneration principles, which emphasise fair and competitive pay outcomes, alignment

between executive and workforce reward, and affordability within the overall remuneration

framework.

GBG Annual Report and Accounts 2026

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Total shareholder return graph

The graph below shows the percentage change in total shareholder return for each of the last

10 financial years compared to the FTSE 250. The FTSE 250 was selected as it represents a

broad equity index in which the Group can be compared against.

CEO historical remuneration over 10 years

The table below sets out the total remuneration of the individual undertaking the role of CEO

over the last 10 years for the period such individual was undertaking the CEO role, valued using

the methodology applied to the single total figure remuneration (page 92).

Year CEO

Total

remuneration

(£’000)

Bonus

achieved

(% of max)

LTIP vesting

achieved

(% of max)

FY26 Dev Dhiman 1,401 76.2 25.1

FY25 Dev Dhiman 967 72.3 34.4

FY24 Dev Dhiman 184* 48.9 25.0

FY24 Chris Clark 1,026 48.9 0

FY23 Chris Clark 637 0 30.0

FY22 Chris Clark 1,312 93.3 71.0

FY21 Chris Clark 1,329 95.6 72.3

FY20 Chris Clark 1,330 95.6 n/a

FY19 Chris Clark 1,197 95 n/a

FY18 Chris Clark 1,105 86.4 n/a

FY17 Richard Law 699 74.5 100

* Dev Dhiman’s salary and bonus details are pro-rated from when he was appointed CEO on 30 January 2024.

Annual remuneration report continued

700%

600%

500%

400%

300%

200%

100%

-100%

Apr-17

Apr-18

Apr-19

Apr-20

Apr-21

Apr-22

Apr-23

Apr-24

Apr-25

Apr-26

Percentage change in total shareholder return

Apr-16

Relative importance of spend on pay

The following table shows the Group’s actual spend on pay for all Group employees relative to

dividends and pre-tax profit.

FY26

£m

FY25

£m

Change

Overall spend on pay, including Executive Directors 91.7 93.9 (2.3)

Dividends 10.9 10.6 2.8

Details of the overall spend on pay for employees can be found in note 8 to the Group financial

statements on page 129.

Previous AGM voting outcomes

The table below shows the shareholder voting results in respect of our FY25 Remuneration

Report approved by shareholders at the AGM held on 22 July 2025.

For Against Withheld

Vote on the FY25 Remuneration

Report at the 2025 AGM 93.72% 3.09% 3.19%

GBG Annual Report and Accounts 2026

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Annual remuneration report continued

Remuneration in 2026 – 2027

Salary Salaries from 1 April 2026 will be as follows:

CEO: £540,000 CFO: £435,000

The Remuneration Committee will continue to monitor the remuneration ofExecutive Directors of other companies in the technology sector and other listed companies with similar

market capitalisation to ensure thattheExecutive Directors remain sufficiently rewarded to promote long-termsuccess.

Benefits There will be no change to the Executive Directors’ benefits for the year commencing 1 April 2026.

Annual bonus We will continue to operate the annual bonus for FY26 in accordance with the policy disclosed in this report. The principles of bonus criteria which we will apply to each Executive

Director during the year ending 31 March 2027 will be similar to those applied during the year ended 31 March 2026.

The maximum annual bonus for the CEO and CFO will be 150% and 130% of base salary respectively. The annual bonus will be based on at least 70% financial metrics and the

remainder is based on individual KPIs aligned to strategic objectives including people, innovation and impact. We will not disclose the targets for the annual bonus for 2026-2027 in

this report as that information is deemed commercially sensitive and may be interpreted as forecast. However, details of the targets will be disclosed retrospectively in the FY27 Annual

Report.

Performance

share plan

The Committee intends to make a further award to Executive Directors in line with the PSP outlined in the share plan Policy. The Committee will determine the levels, performance

conditions, weighting and growth targets to be applied at the time of award and fully disclose them in the FY27 Annual Report.

The CEO will be granted an award over 225% of base salary and the CFO will be granted an award over 175% of base salary. Awards will be based 75% on EPS performance with 25%

vesting for growth of 3% per annum and maximum vesting for 9% growth per annum. A further 25% of the award will vest based on relative TSR performance vs. the FTSE 250 with 12.5%

vesting for median performance and maximum vesting for upper quartile performance.

These PSP awards will take the form of nominal cost options. A holding period may apply to any shares acquired pursuant to a PSP award. Any such holding period would normally

apply for two years from the date of vesting.

Non-Executive

remuneration

NED fees were reviewed by the Board (excluding the Non-Executive Directors) during the year. In line with the wider workforce the NEDs and the Chair received a salary increase of 3%.

With effect from 1 April 2026 the base fees for GBG’s three NEDs will be £63,549. The Chair fee will be £214,240. An additional fee of £5,000 was awarded to Michelle Senecal de

Fonseca in respect of her appointment to the role of Workforce Engagement NED.

GBG Annual Report and Accounts 2026

GovernanceStrategic report Financial statements

Directors’ report

The Directors present their report, together with the Group’s

audited financial statements for the year ended 31 March 2026.

Statutory information contained elsewhere in the Annual Report

In accordance with s. 414c of the Companies Act 2006, certain matters that would otherwise

be required to be disclosed in the Directors’ Report are included elsewhere in this document

including in the Strategic Report (pages 1 to 44), the Corporate Governance Report which forms

part of the Directors’ Report (pages 45 to 66) or as indicated below. The Directors’ Report and

Strategic Report together constitute the Management Report for the year ended 31 March

2026 for the purpose of Disclosure and Transparency Rule (DTR) 4.1.8R. Information that is

relevant to this report, and which is incorporated by reference and including information

required in accordance with the Act, can be located in the following sections:

Information

Section in

Annual Report Page

Business model Our business model 12

Future developments of the business of the Company CEO’s review 22

Engagement with stakeholders Stakeholder engagement 61

Employment policies and employee involvement Global workforce 44

Greenhouse gas emissions, energy consumption and efficiency Climate disclosures 40

Financial instruments – risk management objectives and policies Note 29 146

Information to be disclosed under UKLR 6.6.1R

Listing Rule Detail Page reference

6.6.1R (1) (2) (4-10) (13) Not applicable -

6.6.1R (3) Long-term incentive schemes 92, 94 to 98

6.6.1R (11-12) Waiver of dividends 101

Numerical diversity data

Our gender identity and ethnicity data in accordance with UKLR 6.6.6R (10) as at 31 March 2026

is set out below. Board and Executive Team are asked to complete a diversity disclosure to

confirm which of the categories set out below they identify with.

Number

of Board

members

Percentage

of the Board

Number of senior

positions on the

Board (CEO, CFO,

SID and Chair)

Number

in executive

management

Percentage

of executive

management

Men 4 66.7% 3 6 60%

Women 2 33.3% 1 4 40%

Not specified/

prefer not to say - - - - -

Number

of Board

members

Percentage

of the Board

Number

of senior

positions on

the Board

(CEO, CFO,

SID and Chair)

Number

in executive

management

Percentage

of executive

management

White British or other

White (including

minority-white

groups) 4 66.7% 3 9 90%

Mixed/multiple ethnic

groups

Asian/Asian British 2 33.3% 1 1 10%

Black/African/

Caribbean/Black

British - - - - -

Other ethnic group - - - - -

Not specified/prefer

not to say - - - - -

GBG Annual Report and Accounts 2026

GovernanceStrategic report Financial statements

Directors’ report continued

Annual General Meeting (AGM)

The Company’s AGM will be held at The Foundation, Herons Way, Chester Business Park,

Chester CH4 9GB on 21 July 2026.

Details of the business to be conducted at this years’ AGM are contained in the Notice of the

AGM, together with explanatory notes on the proposed resolutions. The Notice of AGM will be

communicated to shareholders separately and is also available on the Company’s website at

gbgplc.com/agm/.

It is the opinion of the Directors that the passing of these resolutions is in the best interest of

the shareholders.

Articles of Association

The Company’s Articles of Association may be amended only in accordance with the

Companies Act 2006 and require approval by special resolution at a General Meeting of

shareholders. The Articles were last updated in 2025 and received shareholder approval at the

2025 AGM. A copy of the updated Articles is available on our website.

Financial results and dividends

The Group’s financial results, risk management objectives and policies are discussed in the

Financial Review on pages 24 to 27. The Directors have recommended a final ordinary dividend

of 4.40p per share (2025: 4.40p per share) amounting to £10.2 million (2025: £11.1 million).

If approved by shareholders at the AGM, the final dividend will be paid on 31 July 2026

toordinary shareholders whose names were on the Register of Members on 19 June 2026.

ADividend Reinvestment Plan (DRIP) will be offered, allowing eligible shareholders to reinvest

their dividends into GBG shares. Further information regarding the DRIP is set out on page 165.

Post-balance sheet events

Details of events occurring after the end of the reporting period, if any, are contained in note34

to the Group financial statements.

Branches

The Group, through various subsidiaries, operates its business through branches and offices

inthe UK and overseas. Further information on the Group’s subsidiaries and branches can be

found on note 20 on pages 140 to 142.

Share capital

The share capital of the Company comprises one class of shares, being ordinary shares of 2.5p

per share. Each share carries the right to one vote at General Meetings of the Company. Details

of the authorised and issued share capital of the Company and options over shares of the

Company are set out in notes 24 and 31 to the financial statements.

Substantial shareholders

All notifications made to the Company under the Disclosure Guidance and Transparency Rules

(DTR 5) are published on a Regulatory Information Service and are available on our website:

gbgplc.com/rns/. We have been notified of the below interests in the ordinary share capital,

representing 3% or more of our issued share capital.

Substantial shareholders

No. of shares owned

as at 31 March 2026

% of issued

share capital

BlackRock 19,236,937 8.23

Jupiter Asset Management 15,696,974 6.72

Sterling Strategic Value Fund 10,909,565 4.67

Artemis Investment Management 10,401,517 4.45

NFU Mutual 8,758,923 3.75

Janus Henderson Investors 7,300,491 3.12

On 5 May 2026 the Company was notified that Artemis Investment Management’s holding of

voting rights attached to shares had increased to 11,686,011 or 5.02% of its voting rights. On 19

May 2026 the Company was further notified that Artemis Investment Management’s holding of

voting rights attached to shares had increased to 11,910,299 or 5.13% of its voting rights.

The Company was not notified of any other changes in holdings between 31 March 2026 and

the date of release of this Annual Report and Accounts.

Powers of the Directors to issue or purchase Company shares

The Directors were granted authority at the 2025 AGM to allot relevant securities up to a

nominal amount of £2,074,418 as well as an additional authority to allot shares up to a nominal

amount of £4,148,836 for a rights issue. This authority will apply until the conclusion of the

2026 AGM or 15 months from the passing of this resolution, whichever is the sooner. At this

year’s AGM, shareholders will be asked to renew the authority to allot relevant securities.

At the 2025 AGM, shareholders passed a special resolution authorising the Directors to allot

shares for cash on a non-pre-emptive basis both in connection with rights issues or other pre

emptive offers and, otherwise than in connection with such offers, up to a maximum nominal

amount of £622,325. Shareholders also approved a further special resolution giving the

Directors additional authority to allot shares for cash on a non pre emptive basis solely for the

purposes of an acquisition or a specified capital investment, up to an additional nominal amount

of £622,325. These authorities will expire at this year’s AGM, or 15 months from the passing of

this resolution, whichever is the sooner, at which shareholders will be asked to renew them. In

both cases, an additional follow-on offer, up to a nominal amount equivalent to 4% of the total

issued share capital of the Company as at 17 June 2025, can be made to existing holders of

securities not allocated shares under the allotment in accordance with Part 2B of the 2022

Statement of Principles on Disapplying Pre-Emption Rights.

GBG Annual Report and Accounts 2026

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100

Directors’ report continued

Restrictions of transfers

We are not aware of any agreements between shareholders that may result in restrictions

onthe transfer of securities and for voting rights. The only restrictions which may exist from

time-to-time are those imposed by laws and regulations (for example, insider trading laws

andmarket requirements relating to close periods) or pursuant to the internal policies of the

Company whereby certain team members of the Company require the approval of the

Company to deal in the Company’s securities.

Ordinary shares

At a General Meeting of the Company, every member present in person or by proxy and

entitled to vote shall have one vote for every ordinary share held. The Notice of the General

Meeting specifies deadlines for exercising voting rights either by proxy notice or present in

person or by proxy in relation to resolutions to be passed at the General Meeting. All proxy

votes are counted and the results are released as an announcement to the London Stock

Exchange after the meeting.

Powers for the Company to buy back shares

The Company was authorised at the 2025 AGM to purchase up to 24,893,019 of its own

ordinary shares of 2.5p. This authority expires on the earlier of 15 months from the passing of

the resolution or the next AGM.

The Company announced the commencement of a share buyback programme on 25 April 2025

up to a maximum amount of £10 million. A further share buyback programme was announced on

23 July 2025 up to a maximum amount of £25 million, which was extended on 25 November 2025

up to a maximum additional amount of £10 million. The total value of share repurchases

announced in FY26 was £45 million. During the year, the Company purchased 19,064,760

ordinary shares of 2.5p each, with an aggregate nominal value of £476,619, representing 7.6% of

the Company’s called-up share capital at the beginning of the financial year. All shares

purchased during the year were cancelled. On 31 March 2026, the Company announced a

further £10 million extension to the share repurchase programme up to a maximum additional

amount of £10 million, which would commence in FY27.

Buyback programme Shares purchased Total cost (£) Notes

25 April 2025 programme 3,716,684 £9,999,998.93 Part of £10m

authority

23 July 2025 programme

(including 25 Nov extension)

15,348,076 £34,999,999.05 Part of £25m and

additional £10m

authority

Employee Benefit Trust

GBG’s Employee Benefit Trust was established in 2022 to facilitate satisfying the transfer of

shares to employees within the Group upon the exercise of vested share options under the

Group’s various share option plans. The trust holds a total of 147,251 ordinary shares in GB

Group plc, representing 0.06% of the issued share capital at the date of this report. Dividend

waivers are in place in respect of all dividends payable by the Company on shares which they

hold in trust.

Directors

The Directors who have served during the year ended 31 March 2026 and details of their

interests in the share capital and share options are set out in the Directors’ Remuneration

Report on pages 92 to 98.

No Director had a material interest in any contract of significance, other than a service contract

or contract for services, with the Company or any of its subsidiaries at any time during the year.

Full biographies of each Director as at the date of this report are set out on pages 50 and51.

Directors are reappointed by ordinary resolution at a General Meeting of the shareholders,

following recommendation by the Nomination Committee in accordance with its Terms of

Reference, as approved by the Board or by a member (or members). In addition, the Directors

may appoint a Director to fill a vacancy or act as an additional Director, provided that the

individual retires at the next AGM and, if they wish to continue, that they offer themselves for

re-election. In line with the UK Corporate Governance Code, all Directors will stand for

re-election at the 2026 AGM and annually thereafter.

Further details, including diversity disclosures, can be found in the Nomination Committee

Report on pages 67 to 70.

Details of each Directors’ notice period and service agreement are detailed in the Report on

Directors’ Remuneration on pages 92 to 98.

Directors’ indemnities

During the year and up to the date of approval of this Annual Report, the Company maintained

qualifying third-party indemnification provisions (as defined in section 234 of the Companies

Act 2006) for the benefit of its Directors in relation to certain losses and liabilities which they

may incur (or may have incurred) in connection with their duties, powers or office. The

Company also maintains directors’ and officers’ liability insurance which gives appropriate

cover for legal action brought against its Directors.

Employee engagement

We continue to involve our team members in the future development of the business. How

weengage our team members and have due regard to their interests in considering principal

decisions taken during the year are demonstrated in the Section 172 Statement on page 58

andthe stakeholder engagement disclosure on pages 61 to 64.

Following the Company’s admission to the Main Market of the London Stock Exchange, Michelle

Senecal de Fonseca was appointed as designated Non-Executive Director for workforce

engagement; for further information see page 57.

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101

Directors’ report continued

Disabled persons

Applications for employment by disabled persons are always fully considered, where the

candidate’s particular aptitudes and abilities adequately meet the requirements of the job.

When existing team members become disabled every effort is made to ensure that their

employment at GBG continues and they are supported appropriately, making physical or

procedural adjustments where possible. It is the policy of the Group that the training, career

development and promotion of disabled persons should, as far as possible, be identical to that

of other team members.

Further information regarding our workforce policies and employee engagement can be found

in the ESG overview on page 37. Information regarding GBG’s activities to promote diversity is

contained within the Nomination Committee Report on pages 67 to 70.

Change of control

Within the Group’s revolving credit facility, the lender has the right to demand immediate

payment of any outstanding balances upon a change of control of the Group following a

takeover bid. The Group does have an agreement with a data supplier which, if the Group were

acquired by a competitor of that data supplier, would allow it to terminate its agreement with

the Group. The data supplier would, however, continue to be bound to service arrangements

with the Group’s customers existing on the date of termination.

Upon a change of control, all unvested share options may be exercised within six months of the

time when the change of control takes effect and any subsequent conditions at the offer

process have been satisfied.

There are no agreements between the Group and its Directors or team members providing for

compensation for loss of office or employment (whether through resignation, purported

redundancy or otherwise) that occurs because of a takeover bid.

Financial risk

The Group’s financial risk management objectives and policies are discussed in the Financial

Review on pages 24 to 27 and within note 29.

Research and development

Research and development activities continue to be a high priority with the development of

new products and maintaining the technological excellence of existing products. During the

year ended 31 March 2026, research and development activities were conducted

predominantly by our technology teams, which make up 34.0% (2025: 32.6%) of our workforce.

GBG understands the importance of using modern, innovative and effective technology in

order to provide its services to the highest standards. We therefore place a great importance

on investing in our technology and our ability to apply said technology in the best ways,

ensuring that we keep our competitive advantage and are aware of changes in the

technological landscape.

Energy and carbon emissions reporting

In accordance with Streamlined Energy and Carbon Reporting guidelines, we are required to

disclose the annual quantity of emissions, in tonnes of carbon dioxide equivalent. This year the

data disclosed Scope 1, 2 and all relevant Scope 3 emissions in line with the Greenhouse Gas

Protocol. We have set out details of our emissions on page 39 and the information required

under the Task force on Climate-related Financial Disclosures (TCFD) on pages 40 to 43 of the

Strategic Report and include them as part of the Directors’ Report disclosures by reference.

Political donations

The Group has a policy of not making any donations, whether in the UK or overseas, to political

parties or other organisations, independent election candidates or otherwise incurring political

expenditure. No political donations were made in the year (2025: £nil).

Charitable donations

During the year GBG donated £20,000 (2025: £30,107) to a variety of worthy charitable causes.

Read more in the Impact Report gbgplc.com/reports.

Treasury Policy

The Group’s Treasury Policy aims to manage the Group’s financial risk and to minimise the

adverse effects of fluctuations in the financial markets on the value of the Group’s financial

assets and liabilities, on reported profitability and on the cash flows of the Group.

By order of the Board

Annabelle Burton

Company Secretary

2 June 2026

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102

The Directors are responsible for preparing the Annual Report and financial statements in

accordance with applicable United Kingdom law regulations.

Company law requires the Directors to prepare financial statements for each financial year. Under

that law the Directors are required to prepare the Group financial statements in accordance with

UK-adopted International Accounting Standards in conformity with the requirements of the

Companies Act 2006 (IFRSs) and have also chosen to prepare the Parent Company financial

statements in accordance with United Kingdom Generally Accepted Accounting Practice (United

Kingdom Accounting Standards and applicable law), including Financial Reporting Standard 101

Reduced Disclosure Framework (FRS 101). Under company law, the Directors must not approve the

financial statements unless they are satisfied that they give a true and fair view of the state of

affairs of the Group and the Company as at the end of the financial year and of the profit or loss of

the Group for that period.

In preparing these financial statements, the Directors are required to:

– Select and apply accounting policies in accordance with accounting standard IAS 8 Accounting

Policies, Changes in Accounting Estimates and Errors and then apply them consistently.

– Make judgements and accounting estimates that are reasonable and prudent.

– Present information, including accounting policies, in a manner that provides relevant,

reliable, comparable and understandable information.

– Provide additional disclosures when compliance with the specific requirements in IFRSs (and

in respect of the Parent Company financial statements, FRS 101) is insufficient to enable

users to understand the impact of particular transactions, other events and conditions on

the Group and Company financial position and financial performance.

– In respect of the Group financial statements, state whether UK-adopted international

accounting standards as applied in accordance with the provisions of the Companies Act

have been followed, subject to any material departures disclosed and explained in the

financial statements.

– In respect of the Parent Company financial statements, state whether applicable UK

Accounting Standards, including FRS 101, have been followed, subject to any material

departures disclosed and explained in the financial statements.

– Prepare the financial statements on the going concern basis, unless it is inappropriate to

presume that the Company and/or the Group will continue in business.

The Directors are responsible for keeping adequate accounting records that are sufficient to

show and explain the Group’s and Company’s transactions, and disclose with reasonable

accuracy at any time the financial position of the Company and enable them to ensure that the

financial statements comply with the Companies Act 2006.

They are also responsible for taking such steps as are reasonable to safeguard the assets of

the Company and hence for taking reasonable steps for the prevention and detection of fraud

and other irregularities.

Under applicable law and regulations, the Directors are also responsible for preparing a

Strategic Report, Directors’ Report and Directors’ Remuneration Report that comply with that

law and those regulations.

The Directors are responsible for the maintenance and integrity of the corporate and financial

information included on the Company’s website. Legislation in the United Kingdom governing

the preparation and dissemination of financial statements may differ from legislation in

otherjurisdictions.

Directors’ confirmations

Each of the current Directors, whose names and functions are listed on pages 50 and 51,

confirm that, to the best of their knowledge:

– The Group financial statements, prepared in accordance with the applicable accounting

standards, provide a true and fair view of the assets, liabilities, financial position and profit or

loss of the Company and the undertakings included in the consolidation taken as a whole.

– The Management Report includes a fair review of the development and performance of the

business and the position of the Company and the undertakings included in the consolidation,

together with a description of the principal risks and uncertainties that it faces.

– The Annual Report taken as a whole is fair, balanced and understandable and provides the

information necessary for shareholders to assess the Group’s and the Company’s position

and performance, business model and strategy.

Disclosure of information to Auditor

The Directors who were members of the Board at the time of approving the Directors’ Report

are listed on pages 50 and 51. Having made enquiries of fellow Directors and of the Group’s

auditor, each Director confirms that:

– To the best of their knowledge and belief, there is no information relevant to the preparation

of their report of which the Group’s auditor are unaware.

– They have taken all the steps a Director might reasonably be expected to have taken to be

aware of relevant audit information and to establish that the Group’s auditor are aware of

that information.

This confirmation is given and should be interpreted in accordance with the provisions of s. 418

of the Companies Act 2006.

Dev Dhiman

Chief Executive Officer

On behalf of the Board

2 June 2026

David Ward

Chief Financial Officer

On behalf of the Board

2 June 2026

Directors’ responsibility statement

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GovernanceStrategic report Financial statements

103

Financial statements

105 Independent auditors’ report to the members

ofGBGroupplc

110 Consolidatedstatementofprofitorloss

111 Consolidated statement of comprehensive income

112 Consolidatedstatementofchangesinequity

113 Consolidated balance sheet

114 Consolidatedcashflowstatement

115 Notestotheconsolidatedfinancialstatements

152 Company balance sheet

153 Companystatementofchangesinequity

154 Notes to the Company

financialstatements

162 Non-GAAP

165 Company information

& advisors

Trust,

that moves

money

80%

expect security to be invisible

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104

GBG Annual Report and Accounts 2026

GovernanceStrategic report Financial statements

105

Independent auditors’ report to the members of GB Group plc

Report on the audit of the

financial statements

Opinion

In our opinion:

– GB Group plc’s group financial statements

and company financial statements (the

“financial statements”) give a true and fair

view of the state of the group’s and of the

company’s affairs as at 31 March 2026 and

of the group’s loss and the group’s cash

flows for the year then ended;

– the group financial statements have been

properly prepared in accordance with

UK-adopted international accounting

standards as applied in accordance with

the provisions of the Companies Act 2006;

– the company financial statements have

been properly prepared in accordance with

United Kingdom Generally Accepted

Accounting Practice (United Kingdom

Accounting Standards, including FRS 101

“Reduced Disclosure Framework”, and

applicable law); and

– the financial statements have been

prepared in accordance with the

requirements of the Companies Act 2006.

We have audited the financial statements,

included within the Annual Report and

Accounts (the “Annual Report”),

whichcomprise:

– the Consolidated and company balance

sheets as at 31 March 2026;

– the Consolidated statement of profit and

loss for the year then ended;

– the Consolidated statement of

comprehensive income for the year

thenended;

– the Consolidated cash flow statement for

the year then ended;

– the Consolidated and company statements

of changes in equity for the year then

ended; and

– the notes to the financial statements,

comprising material accounting policy

information and other explanatory information.

Our opinion is consistent with our reporting to

the Audit & Risk Committee.

Basis for opinion

We conducted our audit in accordance with

International Standards on Auditing (UK)

(“ISAs (UK)”) and applicable law. Our

responsibilities under ISAs (UK) are further

described in the Auditors’ responsibilities for

the audit of the financial statements section

of our report. We believe that the audit

evidence we have obtained is sufficient and

appropriate to provide a basis for our opinion.

Independence

We remained independent of the group in

accordance with the ethical requirements

that are relevant to our audit of the financial

statements in the UK, which includes the

FRC’s Ethical Standard, as applicable to listed

public interest entities, and we have fulfilled

our other ethical responsibilities in

accordance with these requirements.

To the best of our knowledge and belief, we

declare that non-audit services prohibited by

the FRC’s Ethical Standard were not provided.

Other than those disclosed in note 6, we have

provided no non-audit services to the

company or its controlled undertakings in the

period under audit.

Our audit approach

Overview

Audit scope

– The Group is organised into ten components,

located globally. The Group financial

statements are a consolidation of these

components and the consolidation journals.

– Of the ten components, we have identified

four components which we considered to

be significant based on size and therefore

required an audit of their complete

financial information. We also audited

material consolidation journals.

– This covered 86 per cent of the

group’srevenue.

– On the remaining six components which

were not subject to an audit of their

complete financial information, in two

components we performed specific audit

procedures over certain financial

statement line items due to their

contribution towards the overall financial

statement line items.

– Two overseas component audit teams

conducted a full-scope audit on three of

the four significant-by-size components

along with specific financial statement

lineitems on an additional non significant-

by-size component. All other work was

completed by the group audit team.

– The remaining four reporting

unitsareconsidered to be

inconsequentialcomponents.

Key audit matters

– Goodwill impairment assessment -

specifically the Identity Americas cash

generating unit (group)

– Investment impairment assessment -

specifically the GBG (US) Holdings LLC

investment (parent)

Materiality

– Overall group materiality: £2.85 million

(2025: £2.1 million) based on 1% of revenue

(2025: 0.75% of revenue).

– Overall company materiality: £1.3 million

(2025: £1.2 million) based on 1% of revenue

and capped at group allocated

componentmateriality.

– Performance materiality: £2.1 million

(2025:£1.6 million) (group) and £1.0 million

(2025: £0.9 million) (company).

The scope of our audit

As part of designing our audit, we determined

materiality and assessed the risks of material

misstatement in the financial statements.

Key audit matters

Key audit matters are those matters that, in

the auditors’ professional judgement, were of

most significance in the audit of the financial

statements of the current period and include

the most significant assessed risks of material

misstatement (whether or not due to fraud)

identified by the auditors, including those

which had the greatest effect on: the overall

audit strategy; the allocation of resources in

the audit; and directing the efforts of the

engagement team. These matters, and any

comments we make on the results of our

procedures thereon, were addressed in the

context of our audit of the financial

statements as a whole, and in forming our

opinion thereon, and we do not provide a

separate opinion on these matters.

This is not a complete list of all risks identified

by our audit.

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106

Independent auditors’ report to the members of GB Group plc continued

Our audit approach continued

Key audit matters continued

The key audit matters below are consistent with last year.

Key audit matter How our audit addressed the key audit matter

Goodwill impairment assessment -

specifically the Identity Americas cash

generating unit (group)

Refer to note 17 in the Group financial statements.

Thecarrying value of goodwill at 31 March 2026 is

£473.9 million (2025: £550.3 million) is split across

sixgroups of cash-generating units (CGUs) that are

considered annually for impairment.

The group’s CGUs are assessed for impairment

annually or more frequently if indicators of

impairment have been identified. The performance

ofthese impairment reviews require determining the

recoverable amounts of the CGUs and comparing

these calculations against the carrying values of the

groups CGUs.

We have identified the valuation of the Identity -

Americas CGU as a key audit matter due to the

balance being material and given the judgement

associated with determining these assumptions

usedin the valuation.

Of the £473.9 million (2025: £550.3 million) goodwill,

£217.5 million (2025: £298.1 million) relates to the

Identity Americas CGU following an impairment of

£73.1 million recognised in the year.

The fair value less cost of disposal (“FVLCOD”) model

utilised to determine the recoverable amount of the

Identity- Americas CGU required management

judgement around determining reasonable market

multiples and revenue and adjusted EBITDA used in

the calculation.

In assessing the appropriateness of valuation of goodwill

for the Identity - Americas CGU we have performed the

following procedures:

We engaged our internal valuations experts to review the

FVLCOD model, including the methodology used by

management, and assess the assumptions for the market

multiple by comparing management’s assessment against

external market data and comparable companies.

We agreed the net book values included within the

calculation and checked the mathematical accuracy.

We held discussions and challenged management on the

revenue used in the valuation, in particular focusing on

short-term revenue forecasts, and agreed these

assumptions to audit evidence.

We assessed management’s assumptions for

adjustedEBITDA margins used in the valuation by

comparing to historical data and margins achieved by

market participants.

We compared the proposed costs of disposal to external

industry data.

We considered management bias throughout the

assumptions used and considered any contradictory

evidence.

We evaluated the competency, independence and

objectivity of the experts engaged by management who

supported management in the determination of the

reasonable market multiples.

We evaluated the appropriateness of disclosures included

in the financial statements.

As a result of these procedures, we were satisfied with

theconclusion that an impairment was required for the

current year.

Investment impairment assessment -

specifically the GBG (US) Holdings LLC

investment (parent)

Refer to note C.10 in the Company financial

statements. The Company financial statements

have investment in subsidiaries of £421.7 million

(2025: £585.5 million). Given the magnitude of this

balance, and the management judgement involved

in determining whether any impairment triggers

exist, we have considered the risk of impairment

of these assets as a Key Audit Matter.

We have focused our work on the investment in

GBG (US) Holdings LLC investment where an

impairment trigger was identified and an

impairment of £168.7 million has been recognised

in the year relating to the investment in GBG (US)

Holdings LLC investment.

In assessing the appropriateness of the investment

valuation of GBG (US) Holdings LLC, we performed the

following procedures:

We evaluated and assessed the Company’s

investments in subsidiaries and considered the

appropriate allocation of cash flows to the subsidiary.

We performed testing over the assumptions and

calculation used in the valuation of the investment as

referenced in the above Key Audit Matter on Goodwill

impairment assessment along with consideration of

additional cash flows for the other CGUs that form

partof the investment value.

We obtained a schedule of investments in subsidiary

undertakings and ensured this is reconciled to the

financial statements.

We performed a review of the GBG (US) Holdings LLC

investment balance sheet and its subsidiaries to identify

other significant liabilities which should be taken into

account in the analysis and determine management’s

assessment to be appropriate.

We have reviewed the disclosures included within note

C.10 of the financial statements and consider these to be

appropriate.

As a result of these procedures, we were satisfied with

the conclusion that an impairment was required for the

current year.

How we tailored the audit scope

We tailored the scope of our audit to ensure that

we performed enough work to be able to give an

opinion on the financial statements as a whole,

taking into account the structure of the group

and the company, the accounting processes

and controls, and the industry in which

theyoperate.

The Group is an identity verification, location

intelligence and fraud prevention company. The

group is structured in three operating segments:

GFS, Identity and Location.

The Group is organised into ten components,

spread geographically around the world. The

Group’s financial statements are a consolidation

of these components and the consolidation

journals. The reporting units vary in size and we

have identified four components which we

considered to be significant based on size and

therefore required an audit of their complete

financial information. We also audited material

consolidation journals.

The four components where we performed

anaudit of their complete financial

information accounted for 86 per cent of

theGroup’srevenue.

Two overseas component audit teams

conducted a full-scope audit on three of the

four significant-by-size components along with

specific financial statement line items on an

additional non-significant-by-size component.

All other work was completed by the group audit

team including the audit of the parent company

which is the remaining significant-by-size

component.

The group audit team supervised the direction

and execution of the audit procedures performed

by the component teams. Our involvement in

their audit process, including attending

component clearance meetings, review of their

supporting working papers, together with the

additional procedures performed at group level,

gave us the evidence required for our opinion on

the financial statements as a whole.

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107

Independent auditors’ report to the members of GB Group plc continued

Our audit approach continued

How we tailored the audit scope continued

On the remaining six reporting units which were not subject to an audit of their complete

financial information, in two components, we performed specific audit procedures over

accrued revenue, taxation, notes payable and long term debt and interest expense, due to their

contribution towards the overall financial statement line items.

The remaining four reporting units are considered to be inconsequential components.

The impact of climate risk on our audit

As part of our audit, we made enquiries of management to understand the process management

adopted to assess the extent of the potential impact of climate risk on the Group’s financial

statements and support the disclosures made within the financial statements.

We challenged the completeness of management’s climate risk assessment by:

– reading external reporting made by management;

– considering management’s commitment to the Science Based Targets initiative during the

financial year;

– challenging the consistency of management’s climate impact assessment with internal

climate plans and Board minutes; and

– reading the entity’s website/communications for details of climate related impacts.

Management considers the impact of climate risk as at the balance sheet date does not give rise to

a potential material financial statement impact. Our procedures did not identify any material

impact in the context of our audit of the financial statements as a whole, or our key audit matters

for the year ended 31 March 2026.

Materiality

The scope of our audit was influenced by our application of materiality. We set certain

quantitative thresholds for materiality. These, together with qualitative considerations, helped us

to determine the scope of our audit and the nature, timing and extent of our audit procedures on

the individual financial statement line items and disclosures and in evaluating the effect of

misstatements, both individually and in aggregate on the financial statements as a whole.

Based on our professional judgement, we determined materiality for the financial statements as a

whole as follows:

Financial statements - group Financial statements - company

Overall

materiality

£2.85 million (2025: £2.1 million). £1.3 million (2025: £1.2 million).

How we

determinedit

1% of revenue (2025: 0.75% of revenue). 1% of revenue and capped at group

allocated component materiality

Rationale for

benchmark

applied

We considered materiality in a numberof

different ways, and used our professional

judgement having applied ‘rule of thumb’

percentages to a number of potential

benchmarks. We concluded that 1% of

revenue is an appropriate level of materiality

considering the overall scale of the business.

We have calculated the statutory

materiality as 1% of revenue and

capped at group allocated

component materiality. We deemed

1% of revenue to be appropriate given

the company is a trading entity.

For each component in the scope of our group audit, we allocated a materiality that is less than

our overall group materiality. The range of materiality allocated across components was £0.8

million to £1.8 million. Certain components were audited to a local statutory audit materiality

that was also less than our overall group materiality.

We use performance materiality to reduce to an appropriately low level the probability that

theaggregate of uncorrected and undetected misstatements exceeds overall materiality.

Specifically, we use performance materiality in determining the scope of our audit and the

nature and extent of our testing of account balances, classes of transactions and disclosures,

for example in determining sample sizes. Our performance materiality was 75% (2025: 75%) of

overall materiality, amounting to £2.1 million (2025: £1.6 million) for the group financial

statements and £1.0 million (2025: £0.9 million) for the company financial statements.

In determining the performance materiality, we considered a number of factors - the history of

misstatements, risk assessment and aggregation risk and the effectiveness of controls - and

concluded that an amount in the middle of our normal range was appropriate.

We agreed with the Audit & Risk Committee that we would report to them misstatements

identified during our audit above £0.14 million (group audit) (2025: £0.1 million) and £0.07

million (company audit) (2025: £0.06 million) as well as misstatements below those amounts

that, in our view, warranted reporting for qualitative reasons.

Conclusions relating to going concern

Our evaluation of the directors’ assessment of the group’s and the company’s ability to

continue to adopt the going concern basis of accounting included:

– We obtained the latest assessments supporting management’s conclusions with respect to

the going concern basis of preparation of the financial statements and assessed the severe

but plausible downside scenario to ensure that it was appropriately severe but plausible;

– We assessed the key assumptions within the base case and downside scenarios;

– We reviewed the terms of the Revolving Credit Facility (‘RCF’) and management’s analysis

ofboth liquidity and covenant compliance to satisfy ourselves that no breaches are

anticipated over the period of assessment;

– We tested the mathematical integrity of management’s going concern forecast model;

– We evaluated the historical accuracy of the budgeting process to assess the reliability of the data;

– We assessed the reverse stress test scenario and concluded that it was implausible;

– We agreed the opening cash position within the forecast; and

– We reviewed the disclosures made in respect of going concern included in the

financialstatements.

Based on the work we have performed, we have not identified any material uncertainties

relating to events or conditions that, individually or collectively, may cast significant doubt on

the group’s and the company’s ability to continue as a going concern for a period of at least

twelve months from when the financial statements are authorised for issue.

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Independent auditors’ report to the members of GB Group plc continued

Conclusions relating to going

concern continued

In auditing the financial statements, we have

concluded that the directors’ use of the going

concern basis of accounting in the preparation

of the financial statements is appropriate.

However, because not all future events or

conditions can be predicted, this conclusion

is not a guarantee as to the group’s and

thecompany’s ability to continue as a

goingconcern.

In relation to the directors’ reporting on

howthey have applied the UK Corporate

Governance Code, we have nothing material

to add or draw attention to in relation to the

directors’ statement in the financial

statements about whether the directors

considered it appropriate to adopt the going

concern basis of accounting.

Our responsibilities and the responsibilities

of the directors with respect to going

concern are described in the relevant

sections of this report.

Reporting on other information

The other information comprises all of the

information in the Annual Report other than the

financial statements and our auditors’ report

thereon. The directors are responsible for the

other information. Our opinion on the financial

statements does not cover the other

information and, accordingly, we do not express

an audit opinion or, except to the extent

otherwise explicitly stated in this report, any

form of assurance thereon.

In connection with our audit of the financial

statements, our responsibility is to read the

other information and, in doing so, consider

whether the other information is materially

inconsistent with the financial statements or

our knowledge obtained in the audit, or

otherwise appears to be materially misstated. If

we identify an apparent material inconsistency

or material misstatement, we are required to

perform procedures to conclude whether there

is a material misstatement of the financial

statements or a material misstatement of the

other information. If, based on the work we have

performed, we conclude that there is a material

misstatement of this other information, we are

required to report that fact. We have nothing to

report based on these responsibilities.

With respect to the Strategic report and

Directors’ report, we also considered whether

the disclosures required by the UK Companies

Act 2006 have been included.

Based on our work undertaken in the course of

the audit, the Companies Act 2006 requires us

also to report certain opinions and matters as

described below.

Strategic report and Directors’ report

In our opinion, based on the work undertaken in

the course of the audit, the information given in

the Strategic report and Directors’ report for the

year ended 31 March 2026 is consistent with the

financial statements and has been prepared in

accordance with applicable legal requirements.

In light of the knowledge and understanding of

the group and company and their environment

obtained in the course of the audit, we did not

identify any material misstatements in the

Strategic report and Directors’ report.

Directors’ Remuneration

In our opinion, the part of the Annual

remuneration report to be audited has been

properly prepared in accordance with the

Companies Act 2006.

Corporate governance statement

The Listing Rules require us to review the

directors’ statements in relation to going

concern, longer-term viability and that part of

the corporate governance statement relating

to the company’s compliance with the

provisions of the UK Corporate Governance

Code specified for our review. Our additional

responsibilities with respect to the corporate

governance statement as other information

are described in the Reporting on other

information section of this report.

Based on the work undertaken as part of our

audit, we have concluded that each of the

following elements of the corporate

governance statement is materially consistent

with the financial statements and our

knowledge obtained during the audit, and we

have nothing material to add or draw attention

to in relation to:

– The directors’ confirmation that they have

carried out a robust assessment of the

emerging and principal risks;

– The disclosures in the Annual Report that

describe those principal risks, what

procedures are in place to identify

emerging risks and an explanation of how

these are being managed or mitigated;

– The directors’ statement in the financial

statements about whether they considered

it appropriate to adopt the going concern

basis of accounting in preparing them, and

their identification of any material

uncertainties to the group’s and company’s

ability to continue to do so over a period of

at least twelve months from the date of

approval of the financial statements;

– The directors’ explanation as to their

assessment of the group’s and company’s

prospects, the period this assessment covers

and why the period is appropriate; and

– The directors’ statement as to whether

they have a reasonable expectation that

the company will be able to continue in

operation and meet its liabilities as they fall

due over the period of its assessment,

including any related disclosures drawing

attention to any necessary qualifications

orassumptions.

Our review of the directors’ statement

regarding the longer-term viability of the group

and company was substantially less in scope

than an audit and only consisted of making

inquiries and considering the directors’ process

supporting their statement; checking that the

statement is in alignment with the relevant

provisions of the UK Corporate Governance

Code; and considering whether the statement

is consistent with the financial statements and

our knowledge and understanding of the group

and company and their environment obtained

in the course of the audit.

In addition, based on the work undertaken as

part of our audit, we have concluded that each

of the following elements of the corporate

governance statement is materially consistent

with the financial statements and our

knowledge obtained during the audit:

– The directors’ statement that they

consider the Annual Report, taken as a

whole, is fair, balanced and understandable,

and provides the information necessary for

the members to assess the group’s and

company’s position, performance, business

model and strategy;

– The section of the Annual Report that

describes the review of effectiveness of

risk management and internal control

systems; and

– The section of the Annual Report

describing the work of the Audit &

RiskCommittee.

We have nothing to report in respect of our

responsibility to report when the directors’

statement relating to the company’s

compliance with the Code does not properly

disclose a departure from a relevant provision

of the Code specified under the Listing Rules

for review by the auditors.

GBG Annual Report and Accounts 2026

GovernanceStrategic report Financial statements

109

Responsibilities for the financial

statements and the audit

Responsibilities of the directors for the

financial statements

As explained more fully in the Directors’

responsibility statement, the directors are

responsible for the preparation of the financial

statements in accordance with the applicable

framework and for being satisfied that they give

a true and fair view. The directors are also

responsible for such internal control as they

determine is necessary to enable the

preparation of financial statements that are

free from material misstatement, whether due

to fraud or error.

In preparing the financial statements, the

directors are responsible for assessing the

group’s and the company’s ability to continue

as a going concern, disclosing, as applicable,

matters related to going concern and using the

going concern basis of accounting unless the

directors either intend to liquidate the group or

the company or to cease operations, or have no

realistic alternative but to do so.

Auditors’ responsibilities for the audit

ofthe financial statements

Our objectives are to obtain reasonable

assurance about whether the financial

statements as a whole are free from material

misstatement, whether due to fraud or error,

andto issue an auditors’ report that includes

ouropinion. Reasonable assurance is a high

levelof assurance, but is not a guarantee that

anaudit conducted in accordance with ISAs

(UK) will always detect a material misstatement

when it exists. Misstatements can arise from

fraud or error and are considered material if,

individually or in the aggregate, they could

reasonably be expected to influence the

economic decisions of users taken on the

basisof these financial statements.

Irregularities, including fraud, are instances

ofnon-compliance with laws and regulations.

We design procedures in line with our

responsibilities, outlined above, to detect

material misstatements in respect of

irregularities, including fraud. The extent to

which our procedures are capable of detecting

irregularities, including fraud, is detailed below.

Based on our understanding of the group and

industry, we identified that the principal risks of

non-compliance with laws and regulations

related to the listing rules, employment law and

data protection laws and regulations, and we

considered the extent to which non-compliance

might have a material effect on the financial

statements. We also considered those laws and

regulations that have a direct impact on the

financial statements such as local and

international tax laws and the Companies Act

2006. We evaluated management’s incentives

and opportunities for fraudulent manipulation

ofthe financial statements (including the risk

ofoverride of controls), and determined that

theprincipal risks were related to posting

inappropriate journal entries to improve

financialperformance, and management

biasinaccounting estimates and judgements.

The group engagement team shared this risk

assessment with the component auditors so

that they could include appropriate audit

procedures in response to such risks in their

work. Audit procedures performed by the

groupengagement team and/or component

auditors included

– Challenging assumptions and judgements

made by management in their significant

accounting estimates (because of the risk

of management bias);

– Discussions with the Audit and Risk

Committee, management and the in-house

legal team including consideration of known

or suspected instances of non-compliance

with laws and regulation or fraud;

– Enquired with external legal counsel around

actual and potential litigation and claims;

– Reviewing minutes of meetings of those

charged with governance including

boardmeetings;

– Auditing the tax computations to check

compliance with tax legislation;

Independent auditors’ report to the members of GB Group plc continued

– Identifying and testing journal entries, in

particular any journal entries posted with

unusual account combinations; and

– Reviewing financial statement disclosures

and testing to supporting documentation

where appropriate to assess compliance

with applicable laws and regulations.

There are inherent limitations in the audit

procedures described above. We are less likely

to become aware of instances of non-

compliance with laws and regulations that are

not closely related to events and transactions

reflected in the financial statements. Also, the

risk of not detecting a material misstatement

due to fraud is higher than the risk of not

detecting one resulting from error, as fraud may

involve deliberate concealment by, for example,

forgery or intentional misrepresentations, or

through collusion.

Our audit testing might include testing complete

populations of certain transactions and

balances, possibly using data auditing

techniques. However, it typically involves

selecting a limited number of items for testing,

rather than testing complete populations. We

will often seek to target particular items for

testing based on their size or risk characteristics.

In other cases, we will use audit sampling to

enable us to draw a conclusion about the

population from which the sample is selected.

A further description of our responsibilities

forthe audit of the financial statements is

located on the FRC’s website at: www.frc.org.uk/

auditorsresponsibilities. This description forms

part of our auditors’ report.

Use of this report

This report, including the opinions, has been

prepared for and only for the company’s

members as a body in accordance with Chapter

3 of Part 16 of the Companies Act 2006 and for

no other purpose. We do not, in giving these

opinions, accept or assume responsibility for

any other purpose or to any other person to

whom this report is shown or into whose hands

it may come save where expressly agreed by

our prior consent in writing.

Other required reporting

Companies Act 2006

exceptionreporting

Under the Companies Act 2006 we are required

to report to you if, in our opinion:

– we have not obtained all the information and

explanations we require for our audit; or

– adequate accounting records have not been

kept by the company, or returns adequate

for our audit have not been received from

branches not visited by us; or

– certain disclosures of directors’ remuneration

specified by law are not made; or

– the company financial statements and the

part of the Annual remuneration report to

be audited are not in agreement with the

accounting records and returns.

We have no exceptions to report arising from

this responsibility.

Appointment

We were first appointed by the company for the

financial year ended 31 March 2024. Our

uninterrupted engagement covers 3 financial

years. The company was a public interest entity

for 1 of those financial years.

Other matter

The company is required by the Financial

Conduct Authority Disclosure Guidance and

Transparency Rules to include these financial

statements in an annual financial report

prepared under the structured digital format

required by DTR 4.1.15R - 4.1.18R and filed on the

National Storage Mechanism of the Financial

Conduct Authority. This auditors’ report provides

no assurance over whether the structured digital

format annual financial report has been prepared

in accordance with those requirements.

Hazel Macnamara (Senior Statutory Auditor)

for and on behalf of PricewaterhouseCoopers

LLP Chartered Accountants and Statutory

Auditors Manchester

2 June 2026

Consolidated statement of profit or loss

Year ended 31 March 2026

			2026			2025
			Normalised
			and			Normalised and
			exceptional			exceptional
		Adjusted	items¹	Total	Adjusted	items¹	Total
	Note	£’000	£’000	£’000	£’000	£’000	£’000
Revenue	3, 4	285,044	-	285,044	282,717	-	28 2,717
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)	(130,79 1)	(44,388)	(175,17 9)
Operating profit/(loss)	4, 5	67,524	(135,594)	(68,0 70)	67,038	(44,388)	22,650
Finance income	9	445	-	445	2 80	-	280
Finance costs	10	(6,500)	(411)	(6,911)	(7,2 03)	-	(7 ,203)
Profit/(loss) before tax		61,469	(136,005)	(7 4,536)	60,115	(44,388)	15,727
Income tax (charge)/credit	11	(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)	(75,08 7)	44,338	(35,707)	8,631
Earnings per share	13
- 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 ,0 00 (2025: £3 4, 84 3, 00 0) (see note 15) and share-based payment charges £4 ,4 42 ,00 0 (2025: £5 ,078, 00 0) (see note 31). Exceptional items total £98, 40 5,0 00 and is made up of

£97,99 4, 00 0 (2025: £4, 467,0 00) included within operating expenses (see note 7) and £411 ,0 00 included within finance costs (see note 10).

GBG Annual Report and Accounts 2026

GovernanceStrategic report Financial statements

110

Consolidated statement of comprehensive income

Year ended 31 March 2026

		2026	2025
	Note	£’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	20	-	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)

GBG Annual Report and Accounts 2026

GovernanceStrategic report Financial statements

111

Consolidated statement of changes in equity

Year ended 31 March 2026

					Other reserves
						Foreign			(Accumulated
		Equity			Capital	currency		Total	losses)/
		share	Share	Merger	redemption	translation	Treasury	other	retained	Total
		capital	premium	reserve	reserve	reserve	shares	reserves	earnings	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		-	-	-	-	-	-	-	8,63 1	8,63 1
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	24	1	4	-	-	-	-	-	-	5
Capital reduction	24	-	(567 ,581)	-	-	-	-	-	567 ,581	-
Investment in own shares	32	-	-	-	-	-	(2,347)	(2,347)	-	 (2,347)
Cost of employee benefit trust shares issued to employees	32	-	-	-	-	-	1,001	1,001	(991)	10
Share-based payments	31	-	-	-	-	-	-	-	4,337	4,337
Tax on share options		-	-	 -	-	-	-	-	142	142
Net share forfeiture receipt	24	-	-	-	-	-	-	-	2	2
Equity dividend	12	-	-	-	-	-	-	-	(10,5 99)	(10,599)
Balance at 31 March 2025		6,316	4	99,999	3	9,7 41	(1,47 3)	108,270	496,784	611,374
Loss for the period		-	-	-	-	-	-	-	(75,08 7)	(75,087)
Other comprehensive expense		-	-	-	-	(7 ,775)	-	(7 ,775)	-	(7,77 5)
Total comprehensive expense for the period		-	-	-	-	(7 ,775)	-	(7 ,775)	(75,08 7)	(82,862)
Issue of share capital	24	1	4	-	-	-	-	-	-	5
Share buyback	24	(476)	-	-	476	-	-	476	(45,38 1)	(45,38 1)
Investment in own shares	32	-	-	-	-	-	(946)	(946)	-	(946)
Cost of employee benefit trust shares issued to employees	32	-	-	-	-	-	1,929	1,929	(1,908)	21
Share-based payments	31	-	-	-	-	-	-	-	4,361	4,361
Tax on share options		-	-	-	-	-	-	-	(12 4)	(124)
Net share forfeiture receipt	24	-	-	-	-	-	-	-	2	2
Equity dividend	12	-	-	-	-	-	-	-	(10,9 27)	(10 ,927)
Balance at 31 March 2026		5,841	8	99,999	479	1,966	(490)	101,954	367,720	475,523

GBG Annual Report and Accounts 2026

GovernanceStrategic report Financial statements

112

Consolidated balance sheet

As at 31 March 2026

		2026	2025
	Note	£’000	£’000
Assets
Non-current assets
Goodwill	14	473,925	550 ,261
Other intangible assets	15	96,592	142,854
Property, plant and equipment	18	1,722	1,251
Right-of-use assets	19	3,6 55	1,251
Investments	20	1,888	1,9 26
Deferred tax asset	11	1,666	612
Other receivables	22	8,669	6,188
		588,117	704,343
Current assets
Inventories	21	2,533	1 ,578
Trade and other receivables	22	83,478	73,291
Current tax		1,820	777
Cash and cash equivalents	23	31,430	25,159
		119,261	100,805
Total assets		707,378	805,148

The financial statements on pages 110 to 114 were approved by the Board of Directors on 2 June

2026 and signed on its behalf.

D Dhiman – Director

D Ward – Director

Registered in England number 2415211

		2026	2025
	Note	£’000	£’000
Equity and liabilities
Capital and reserves
Equity share capital	24, 32	5,841	6,316
Share premium	24, 32	8	4
Other reserves	32	101,954	108,270
Retained earnings		367,720	496,784
Total equity attributable to equity holders of the Parent		475,523	611,374
Non-current liabilities
Loans	25	109,849	72,931
Lease liabilities	26	2,327	532
Provisions	28	1,105	961
Deferred revenue		1,297	1,582
Deferred tax liability	11	8,342	17,151
		122,920	93,157
Current liabilities
Lease liabilities	26	1,43 9	794
Provisions	28	429	-
Trade and other payables	27	49,472	44,529
Deferred revenue		53,951	51,550
Current tax		3,644	3,7 44
		108,935	100,617
Total liabilities		231,855	193,774
Total equity and liabilities		707,378	805,148

GBG Annual Report and Accounts 2026

GovernanceStrategic report Financial statements

113

Consolidated cash flow statement

Year ended 31 March 2026

		2026	2025
	Note	£’000	£’000
(Loss)/profit before tax:		(7 4,536)	15,727
Adjustments to reconcile (loss)/profit before tax to net cash flows
Finance income	9	(445)	(280)
Finance costs	10	6,911	7,2 03
Depreciation of plant and equipment	18	805	915
Depreciation of right-of-use assets	19	1,231	993
Amortisation of intangible assets	15	33,163	34,888
Impairment of goodwill and intangible assets	14, 15	73,145	-
Loss on disposal of plant and equipment and intangible assets	5	15,286	103
Unrealised loss/(gain) on foreign exchange		57 1	(1,255)
Share-based payments	31	4,442	5,078
Increase in inventories		(979)	(269)
(Decrease)/increase in provisions		(161)	250
Increase in trade and other receivables		(12,482)	(2,528)
Increase/(decrease) in trade and other payables		3,704	(8 16)
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	16	(7 ,172)	-
Disposal of investment	20	38	-
Purchase of plant and equipment	18	(1,312)	(666)
Purchase of software	15	-	(100)
Proceeds from disposal of plant and equipment		10	3
Interest received	9	226 	93
Net cash flows used in investing activities		(8,210)	(670)

		2026	2025
	Note	£’000	£’000
Cash flows (used in)/from financing activities
Finance costs paid	10	(5,768)	(7 ,029)
Proceeds from issue of shares	24	5	5
Purchase of shares for Employee Benefit Trust	32	(946)	(2,347)
Purchase of shares through the Share Buyback	24	(45,20 7)	-
Proceeds from share forfeiture	24	2	2
Proceeds from new borrowings, net of arrangement fee	25	57,976	10,000
Repayment of borrowings	25	(18,608)	(36,6 99)
Repayment of lease liabilities	26	(1,306)	(1,071)
Dividends paid to equity shareholders	12	(10,927)	(10,5 99)
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	23	31,430	25,159

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Notes to the consolidated financial statements

In reporting financial information, the Group presents Alternative Performance Measures (‘APMs’)

which are not defined or specified under the requirements of IFRS. The Group believes that these

APMs, which are not considered to be a substitute for or superior to IFRS measures, provide

stakeholders with additional helpful information to reflect the underlying business and enable more

meaningful comparison over time. A glossary on pages 162 to 164 provides a comprehensive list of

APMs that the Group uses, including an explanation of how they are calculated, why they are used

and how they can be reconciled to a statutory measure where relevant.

2.2 Going concern

The assessment of going concern relies heavily on the ability to forecast future cash flows over

the going concern assessment period, which covers the period through to 30 September 2027.

Although GBG has a robust budgeting and forecasting process, the continued economic

uncertainty caused by the macroeconomic environment means that additional sensitivities

and analysis have been applied to test the going concern assumption under a range of severe

but plausible downside scenarios and a reverse stress test scenario.

The Group has continued to successfully convert adjusted operating profit into cash. During

the year to 31 March 2026, GBG’s operating cash to Adjusted EBITDA ratio (‘cash conversion’)

was 86.6%.

At 31 March 2026 GBG was in a net debt position of £80.1 million (FY25: £48.5 million), an increase

of £31.6 million. As expected, net debt has increased despite positive cash flows from operating

activities, due to the final dividend of £10.9 million in respect of FY25, £45.2 million on the share

buyback programme during the year, £0.9 million of GBG shares purchased by the Employee

Benefit Trust and £7.2 million net cash outflow on the acquisition of Data Tools Pty Ltd.

On 26 March 2026 the Group successfully completed the refinancing of its debt facilities. The

new Revolving Credit Facility (RCF) has a maximum level of £175 million which could be drawn

down for working capital purposes if required, in addition to a £75 million uncommitted

Accordion Facility. As at 31 March 2026, the available undrawn element of the RCF (excluding

the Accordion) was £63.4 million compared to £101.3 million at 31 March 2025.

There are no mandatory repayments on the facility until the termination date of 30 September

2030.

The facility agreement has the following covenants:

– Leverage – consolidated net borrowings as a multiple of Adjusted EBITDA for the last 12

months, assessed quarterly in arrears, must not exceed 3.00:1.00

– Interest cover – Adjusted EBITDA for the past 12 months as a multiple of consolidated net finance

charges, for the last 12 months, assessed quarterly in arrears, must not fall below 3.50:1.00

The Board approved budget showed continued significant headroom in the covenant compliance

tests and sufficient liquidity to maintain operations. The budget model was then adjusted to reflect

a severe but plausible downside scenario, including increases in costs and interest rates as well as

reduced revenue growth both on an overall Group basis and specific to certain areas of the

business. Under these downside scenarios, the covenant compliance and liquidity position did not

result in any risk to going concern. Relative to the budget produced by management there have not

been any adverse variances in the overall trading performance since the year-end.

1. Corporate information

GB Group plc (‘the Company’) and its subsidiaries (together ‘the Group’) provide identity and

location intelligence products and services helping organisations recognise and verify all

elements of an individual’s identity at key interactions in their business processes. The nature

of the Group’s operations and its principal activities are set out in the Financial Review.

The Company is a public company limited by shares incorporated and domiciled in the United

Kingdom and is listed on the London Stock Exchange with its ordinary shares traded on the Main

Market. The Company registration number is 02415211. The address of its registered office is The

Foundation, Herons Way, Chester Business Park, Chester, CH4 9GB . A list of the investments in

subsidiaries, including the name, country of incorporation, registered office address and

proportion of ownership interest, is given in note 20.

These consolidated financial statements have been approved for issue by the Board of

Directors on 2 June 2026.

The Company’s financial statements are included in the consolidated financial statements of

GB Group plc. As permitted by section 408 of the Companies Act 2006, the profit and loss

account of the Company is not presented.

The Company, GB Group plc, is the ultimate Group Company of the consolidated group.

2. Accounting policies

2.1 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. The Company has taken advantage of section 408 of the Companies Act 2006 not to

present the Parent Company profit and loss account. The financial statements have been prepared

under the historical cost convention, except for certain financial instruments and share-based

payments that have been measured at fair value. A summary of the material accounting policies is

set out below.

The accounting policies that follow set out those policies that apply in preparing the financial

statements for the year ended 31 March 2026 and the Group and Company have applied the

same policies throughout the year.

The Company has elected to prepare its Parent Company financial statements in accordance

with Financial Reporting Standard 101 Reduced Disclosure Framework (‘FRS 101’). Refer to note

C2.1 for further details.

In preparing the consolidated financial statements, management has considered the impact of

climate change, particularly in the context of the financial statements as a whole, in addition to

disclosures in the Strategic Report this year. This included an assessment of the impact on the

carrying value of non-current assets and the impact on forecasts used in the impairment

review and the assessments of going concern and longer-term viability.

These considerations did not have a material impact on the financial reporting judgements and

estimates, consistent with the assessment that climate change is not expected to have a

significant impact on the Group’s going concern assessment to 30 September 2027 nor the

viability of the Group over the next three years.

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Notes to the consolidated financial statements continued

2. Accounting policies continued

2.2 Going concern continued

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.

2.3 Material accounting policies

The Group and Company financial statements are presented in Pounds Sterling and all values

are rounded to the nearest thousand pounds (£’000) except where otherwise indicated.

Basis of consolidation

The consolidated financial statements comprise the financial statements of the Group and its

subsidiaries as at 31 March each year.

Control is achieved when the Group is exposed, or has rights, to variable returns from its

involvement with the investee and has the ability to affect those returns through its power over

the investee. Specifically, the Group controls an investee if, and only if, the Group has:

– Power over the investee (i.e. existing rights that give it the current ability to direct the

relevant activities of the investee)

– Exposure, or rights, to variable returns from its involvement with the investee

– The ability to use its power over the investee to affect its returns

Generally, there is a presumption that a majority of voting rights result in control. To support

this presumption and when the Group has less than a majority of the voting or similar rights of

an investee, the Group considers all relevant facts and circumstances in assessing whether it

has power over an investee, including:

– The contractual arrangement with the other vote holders of the investee

– Rights arising from other contractual arrangements

– The Group’s voting rights and potential voting rights

The Group re-assesses whether or not it controls an investee if facts and circumstances

indicate that there are changes to one or more of the three elements of control. Consolidation

of a subsidiary begins when the Group obtains control over the subsidiary and ceases when

the Group loses control of the subsidiary.

Assets, liabilities, income and expenses of a subsidiary acquired or disposed of during the year

are included in the consolidated financial statements from the date the Group gains control

until the date the Group ceases to control the subsidiary.

Profit or loss and each component of other comprehensive income (‘OCI’) are attributed to the

equity holders of the Parent of the Group and to the non-controlling interests, even if this

results in the non-controlling interests having a deficit balance. When necessary, adjustments

are made to the financial statements of subsidiaries to bring their accounting policies into line

with the Group’s accounting policies. All intra-group assets and liabilities, equity, income,

expenses and cash flows relating to transactions between members of the Group are

eliminated in full on consolidation.

A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as

an equity transaction.

If the Group loses control over a subsidiary, it derecognises the related assets (including goodwill),

liabilities, non-controlling interest and other components of equity while any resultant gain or loss

is recognised in profit or loss. Any investment retained is recognised at fair value.

Business combinations

The Group uses the acquisition method of accounting to account for business combinations

of entities not under common control. The consideration transferred for the acquisition of a

subsidiary is the fair values of the assets transferred, the liabilities incurred, and the equity

interests issued by the Group. The consideration transferred includes the fair value of any asset or

liability resulting from a contingent consideration arrangement. Acquisition-related costs are

expensed as incurred. Identifiable assets acquired and liabilities and contingent liabilities assumed

in a business combination are measured initially at their fair values at the acquisition date.

Any contingent consideration to be transferred by the acquirer is recognised at fair value at

the acquisition date. Contingent consideration classified as a financial liability within the scope

of IFRS 9 ‘Financial Instruments: Recognition and Measurement’ is measured at fair value with

the changes in fair value recognised in the statement of profit or loss.

If a business combination is achieved in stages, the acquisition date fair value of the Group’s

previously held investment in the acquiree is remeasured to fair value at the acquisition date

with any resultant gain or loss recognised through profit or loss.

Employee Benefit Trust (EBT)

The Group established an EBT (the GB Group Employee Benefit Trust) on 10 May 2022 to enable

shares to be bought in the market to satisfy the demand from share awards under the Group’s

employee share plans. The EBT is a separately administered trust and is funded by loans from

Group companies. The assets of the trust comprise shares in GB Group plc and cash balances.

The Group recognises the assets and liabilities of the trust in the consolidated financial

statements and shares held by the trust are recorded at cost as treasury shares as a

deduction from shareholders’ equity.

Consideration received for the sale of shares held by the trust is recognised in equity, with any

difference between the proceeds from the sale and the original cost being taken to retained

earnings.

As at 31 March 2026, the EBT held 176,145 shares in the Company (31 March 2025: 469,886 shares).

Foreign currencies - consolidation

The Group’s consolidated financial statements are presented in Pounds Sterling, which is also the

Parent Company’s functional currency. For each entity the Group determines the functional

currency and items included in the financial statements of each entity are measured using that

functional currency. On consolidation, the assets and liabilities of foreign operations are translated

into Pounds Sterling at the rate of exchange prevailing at the reporting date and their statements of

profit or loss are translated at average exchange rates for the period. The exchange differences

arising on translation for consolidation are recognised in OCI. On disposal of a foreign operation,

the component of OCI relating to that particular foreign operation is recognised in profit or loss.

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Notes to the consolidated financial statements continued

loss is reversed only on assets other than goodwill if there has been a change in the estimates

used to determine the asset’s recoverable amount since the last impairment loss was

recognised. If that is the case, the carrying amount of the asset is increased to its recoverable

amount. That increased amount cannot exceed the carrying amount that would have been

determined, net of depreciation, had no impairment loss been recognised for the asset in prior

years. Such reversal is recognised in profit or loss. After such a reversal the depreciation

charge is adjusted in future periods to allocate the asset’s revised carrying amount, less any

residual value, on a systematic basis over its remaining useful life.

Property, plant and equipment

Property, plant and equipment is stated at cost less accumulated depreciation and any

impairment in value. Depreciation is calculated to write off cost less estimated residual value

based on prices prevailing at the balance sheet date on a straight-line basis over the estimated

useful life of each asset as follows:

Plant and equipment over 3 to 10 years

The carrying values of property, plant and equipment are reviewed for impairment when events

or changes in circumstances indicate the carrying value may not be recoverable. If any such

indication exists and where the carrying values exceed the estimated recoverable amount, the

assets are written down to their recoverable amount.

An item of property, plant and equipment is derecognised upon disposal or when no future

economic benefits are expected to arise from the continued use of the asset. Any gain or loss

arising on derecognition of the asset (calculated as the difference between the net disposal

proceeds and the carrying amount of the item) is included in the Consolidated Statement of

Profit or Loss in the year the item is derecognised.

Residual values and estimated remaining lives are reviewed annually.

Right-of-use assets

The Group recognises right-of-use assets at the commencement date of the lease (i.e. the

date the underlying asset is available for use). Right-of-use assets are measured at cost, less

any accumulated depreciation and impairment losses, and adjusted for any remeasurement of

lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities

recognised, initial direct costs incurred, and lease payments made on or before the

commencement date less any lease incentives received. Unless the Group is reasonably

certain to obtain ownership of the leased asset at the end of the lease term, the recognised

right-of-use assets are depreciated on a straight-line basis over the shorter of its estimated

useful life and the lease term. Right-of-use assets are subject to impairment.

Intangible assets

Goodwill

Goodwill on acquisition is initially measured at cost, being the excess of the cost of the

business combination over the Group’s interest in the net fair value of the identifiable assets,

liabilities and contingent liabilities. Following initial recognition, goodwill is measured at cost

less any accumulated impairment losses. Goodwill is not amortised. Goodwill is reviewed for

impairment, annually or more frequently if events or changes in circumstances indicate that

the carrying value may be impaired.

2. Accounting policies continued

2.3 Material accounting policies continued

Foreign currencies - consolidation continued

Any goodwill arising on the acquisition of a foreign operation and any fair value adjustments to the

carrying amounts of assets and liabilities arising on the acquisition are treated as assets and

liabilities of the foreign operation and translated at the spot rate of exchange at the reporting date.

Foreign currencies - transactions and balances

Transactions in foreign currencies are initially recorded by the Group’s entities at their respective

functional currency spot rates at the date the transaction first qualifies for recognition.

Monetary assets and liabilities denominated in foreign currencies are translated at the functional

currency spot rates of exchange at the reporting date. Differences arising on settlement or

translation of monetary items are recognised within operating expenses as part of profit or loss.

Exchange differences recognised in profit or loss in Group entities’ separate financial

statements on the translation of long-term monetary items forming part of the Group’s net

investment in the foreign operation concerned are reclassified to other comprehensive income

and accumulated in the foreign exchange reserve on consolidation. On disposal of a foreign

operation, the cumulative exchange differences recognised in the foreign exchange reserve

relating to that operation up to the date of disposal are transferred to the consolidated

statement of comprehensive income as part of the profit or loss on disposal.

Non-monetary items that are measured in terms of historical cost in a foreign currency are

translated using the exchange rates at the dates of the initial transactions. Non-monetary items

measured at fair value in a foreign currency are translated using the exchange rates at the date

when the fair value is determined. The gain or loss arising on translation of non-monetary items

measured at fair value is treated in line with the recognition of the gain or loss on the change in

fair value of the item (i.e. translation differences on items whose fair value gain or loss is

recognised in OCI or profit or loss are also recognised in OCI or profit or loss, respectively).

Impairment of assets

The Group assesses at each reporting date whether there is an indication that an asset may be

impaired. If any such indication exists, or when annual impairment testing for an asset is

required, the Group makes an estimate of the asset’s recoverable amount. An asset’s

recoverable amount is the higher of an asset’s or cash generating unit’s (‘CGU’s) fair value less

costs of disposal and its value in use and is determined for an individual asset, unless the asset

does not generate cash inflows that are largely independent of those from other assets or

groups of assets. Where the carrying amount of an asset exceeds its recoverable amount, the

asset is considered impaired and is written down to its recoverable amount. In assessing value

in use, the estimated future cash flows are discounted to their present value using a pre-tax

discount rate that reflects current market assessments of the time value of money and the

risks specific to the asset. Impairment losses of continuing operations are recognised in the

Consolidated Statement of Profit or Loss in those expense categories consistent with the

function of the impaired asset.

An assessment is made at each reporting date as to whether there is any indication that

previously recognised impairment losses may no longer exist or may have decreased. If such

indication exists, the recoverable amount is estimated. A previously recognised impairment

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Notes to the consolidated financial statements continued

2. Accounting policies continued

2.3 Material accounting policies continued

Intangible assets continued

Goodwill continued

For the purpose of impairment testing, goodwill is allocated to the CGU expected to benefit

from the synergies. Impairment is determined by assessing the recoverable amount of the

CGU, including the related goodwill. Where the recoverable amount of the CGU is less than the

carrying amount, including goodwill, an impairment loss is recognised in the Consolidated

Statement of Profit or Loss. The carrying amount of goodwill allocated to a CGU is taken into

account when determining the gain or loss on disposal of the unit, or an operation within it.

Goodwill disposed of in this circumstance is measured on the basis of the relative values of the

operation disposed of and the portion of the CGU retained.

Research and development costs

Research costs are expensed as incurred. An intangible asset arising from development

expenditure on an individual project is recognised only when the Group can demonstrate the

technical feasibility of completing the intangible asset so that it will be available for use or sale,

its intention to complete and its ability to use or sell the asset, how the asset will generate

future economic benefits, the availability of resources to complete and the availability to

measure reliably the expenditure during the development. Following the initial recognition of

the development expenditure, the cost model is applied requiring the asset to be carried at

cost less any accumulated amortisation and accumulated impairment losses. Any expenditure

capitalised is amortised on a straight-line basis over two to four years.

Acquired intangibles

Separately identifiable intangible assets such as patent fees, licence fees, trademarks and

customer lists and relationships are capitalised on the balance sheet only when the value can be

measured reliably, or the intangible asset is purchased as part of the acquisition of a business.

Such intangible assets are amortised over their useful economic lives on a straight-line basis.

Separately identified intangible assets acquired in a business combination are initially

recognised at their fair value. Intangible assets are subsequently stated at fair value or cost

less accumulated amortisation and any accumulated impairment losses.

Amortisation is recognised in the Consolidated Statement of Profit or Loss on a straight-line

basis over the estimated useful life of the asset. The carrying value of intangible assets is

reviewed for impairment if events or changes in circumstances indicate the carrying value may

not be recoverable.

Estimated useful lives typically applied are as follows:

Software technology assets over 2 to 8 years

Brands and trademarks over 2 to 5 years

Non-compete agreements over 3 to 5 years

Customer relationships over 10 to 15 years

Computer software licences

Acquired computer software licences comprise computer software licences purchased from

third parties, and also the cost of internally developed software. Acquired computer software

licences are initially capitalised at cost, which includes the purchase price (net of any

discounts and rebates) and other directly attributable costs of preparing the asset for its

intended use. Direct expenditure including employee costs, which enhances or extends the

performance of computer software beyond its specifications and which can be reliably

measured, is added to the original cost of the software.

Costs associated with maintaining the computer software are recognised as an expense when

incurred. Computer software licences are subsequently carried at cost less accumulated

amortisation and accumulated impairment losses. These costs are amortised to profit or loss

using the straight-line method over their estimated useful lives of three to five years.

The amortisation period and amortisation method of intangible assets other than goodwill are

reviewed at least at each balance sheet date. The effects of any revision are recognised in

profit or loss when the changes arise.

Inventories

Inventories comprise identity scanning hardware that is available for sale to customers. These

are valued at the lower of cost or net realisable value (net selling price less further costs to

completion), after making due allowance for obsolete and slow-moving items. Cost is

determined by the first in first out (‘FIFO’) cost method.

Financial assets

Initial recognition and measurement

Financial assets are classified at initial recognition and subsequently as measured at amortised

cost, fair value through OCI, and fair value through profit or loss.

The classification of financial assets at initial recognition depends on the financial asset’s

contractual cash flow characteristics and the Group’s business model for managing them. With the

exception of trade receivables that do not contain a significant financing component or for which

the Group has applied the practical expedient, the Group initially measures a financial asset at its

fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction

costs. Trade receivables that do not contain a significant financing component or for which the

Group has applied the practical expedient are measured at the transaction price determined

under IFRS 15.

In order for a financial asset to be classified and measured at amortised cost or fair value

through OCI, it needs to give rise to cash flows that are ‘solely payments of principal and

interest (SPPI)’ on the principal amount outstanding. This assessment is referred to as the SPPI

test and is performed at an instrument level.

The Group’s business model for managing financial assets refers to how it manages its financial

assets in order to generate cash flows. The business model determines whether cash flows will

result from collecting contractual cash flows, selling the financial assets, or both.

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Notes to the consolidated financial statements continued

Derecognition

A financial asset (or, where applicable, a part of a financial asset or part of a group of similar

financial assets) is primarily derecognised (i.e. removed from the Group’s consolidated

statement of financial position) when:

– The rights to receive cash flows from the asset have expired; or

– The Group has transferred its rights to receive cash flows from the asset or has assumed an

obligation to pay the received cash flows in full without material delay to a third party under

a ‘pass-through’ arrangement, and either (a) the Group has transferred substantially all the

risks and rewards of the asset, or (b) the Group has neither transferred nor retained

substantially all the risks and rewards of the asset, but has transferred control of the asset

Impairment of financial assets

The Group recognises an allowance for expected credit losses (‘ECLs’) for all debt instruments

not held at fair value through profit or loss. ECLs are based on the difference between the

contractual cash flows due in accordance with the contract and all the cash flows that the

Group expects to receive, discounted at an approximation of the original effective interest rate.

The expected cash flows will include cash flows from the sale of collateral held or other credit

enhancements that are integral to the contractual terms.

ECLs are recognised in two stages. For credit exposures for which there has not been a

significant increase in credit risk since initial recognition, ECLs are provided for credit losses

that result from default events that are possible within the next 12-months (a 12-month ECL).

For those credit exposures for which there has been a significant increase in credit risk since

initial recognition, a loss allowance is required for credit losses expected over the remaining life

of the exposure, irrespective of the timing of the default (a lifetime ECL).

For trade receivables and contract assets, the Group applies a simplified approach in

calculating ECLs. Therefore, the Group does not track changes in credit risk, but instead

recognises a loss allowance based on lifetime ECLs at each reporting date. The Group has

established a provision matrix that is based on its historical credit loss experience, adjusted for

forward-looking factors specific to the debtors and the economic environment.

The Group recognises loss allowances for ECLs on financial assets measured at amortised cost.

Loss allowances for trade receivables are always measured at an amount equal to lifetime ECL.

ECLs are a probability-weighted estimate of credit losses. An assessment of ECL is calculated

using a provision matrix model to estimate the loss rates to be applied to each trade receivable

category. ECLs are discounted at the effective interest rate of the financial asset. Loss

allowances for financial assets measured at amortised cost are deducted from the gross

carrying amount of the assets. The gross carrying amount of a financial asset is written off

(either partially or in full) to the extent that there is no realistic prospect of recovery.

The Group considers a financial asset in default when contractual payments are 90 days past

due. However, in certain cases, the Group may also consider a financial asset to be in default

when internal or external information indicates that the Group is unlikely to receive the

outstanding contractual amounts in full before taking into account any credit enhancements

held by the Group. A financial asset is written off when there is no reasonable expectation of

recovering the contractual cash flows.

2. Accounting policies continued

2.3 Material accounting policies continued

Financial assets continued

Subsequent measurement

For purposes of subsequent measurement, financial assets are classified in four categories:

– Financial assets at amortised cost (debt instruments)

– Financial assets designated at fair value through OCI with no recycling of cumulative gains

and losses upon derecognition (equity instruments)

– Financial assets at fair value through OCI with recycling of cumulative gains and losses (debt

instruments)

– Financial assets at fair value through profit or loss

– The Group only has financial assets falling into the first two categories above and as such has

only included the policy for these two below.

Financial assets at amortised cost (debt instruments)

This category is the most relevant to the Group. The Group measures financial assets at

amortised cost if both of the following conditions are met:

– The financial asset is held within a business model with the objective to hold financial assets

in order to collect contractual cash flows; and

– The contractual terms of the financial asset give rise on specified dates to cash flows that

are solely payments of principal and interest on the principal amount outstanding.

Financial assets at amortised cost are subsequently measured using the effective interest rate

(‘EIR’) method and are subject to impairment. Gains and losses are recognised in profit or loss

when the asset is derecognised, modified or impaired.

The Group’s financial assets at amortised cost includes trade receivables.

Financial assets designated at fair value through OCI (equity instruments)

Upon initial recognition, the Group can elect to classify irrevocably its equity investments as

equity instruments designated at fair value through OCI when they meet the definition of

equity under IFRS 9 ‘Financial Instruments’ and are not held for trading. The classification is

determined on an instrument-by-instrument basis.

Gains and losses on these financial assets remain permanently in equity and are not

subsequently reclassified to profit or loss. However, the cumulative gain or loss within equity

may be transferred as a reserve movement. Dividends are recognised as other income in the

statement of profit or loss when the right of payment has been established, except when the

Group benefits from such proceeds as a recovery of part of the cost of the financial asset, in

which case, such gains are recorded in OCI. Equity instruments designated at fair value through

OCI are not subject to impairment assessment.

The Group elected to classify irrevocably its non-listed equity investments under this

category.

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Notes to the consolidated financial statements continued

Trade and other receivables

Trade receivables, which generally have 14- to 60-day terms, are initially recognised at fair value,

and at amortised cost thereafter. This results in their recognition and subsequent measurement

at original invoice amount less an allowance for expected credit losses. The Group applies the

simplified approach which requires expected lifetime losses to be recognised from the initial

recognition of the receivables (as detailed in the impairment of financial assets section above).

Cash and short-term deposits

Cash and short-term deposits in the balance sheet comprise cash at bank and in hand and

short-term deposits with an original maturity date of three months or less.

For the purpose of the consolidated cash flow statement, cash and cash equivalents consist of

cash and cash equivalents as defined above, net of any outstanding bank overdrafts.

Borrowings

After initial recognition, interest-bearing loans and borrowings are subsequently measured at

amortised cost using the effective interest rate (‘EIR’) method. Gains and losses are recognised in

profit or loss when the liabilities are derecognised as well as through the EIR amortisation process.

Amortised cost is calculated by taking into account any discount or premium on acquisition

and fees or costs that are an integral part of the EIR. The EIR amortisation is included as finance

costs in the statement of profit or loss.

Trade and other payables

Trade and other payables are initially recognised at fair value and subsequently recorded at

amortised cost using the EIR method.

Lease liabilities

At the commencement date of the lease, the Group recognises lease liabilities measured at the

present value of lease payments to be made over the lease term. The lease payments include

fixed payments (including in-substance fixed payments) less any lease incentives receivable,

variable lease payments that depend on an index or a rate, and amounts expected to be paid

under residual value guarantees.

The lease payments also include the exercise price of a purchase option reasonably certain to

be exercised by the Group and payments of penalties for terminating a lease, if the lease term

reflects the Group exercising the option to terminate. The variable lease payments that do not

depend on an index or a rate are recognised as an expense in the period on which the event or

condition that triggers the payment occurs.

In calculating the present value of lease payments, the Group uses the incremental borrowing

rate at the lease commencement date if the interest rate implicit in the lease is not readily

determinable. After the commencement date, the amount of lease liabilities is increased to

reflect the accretion of interest and reduced for the lease payments made. In addition, the

carrying amount of lease liabilities is remeasured if there is a modification, a change in the lease

term, a change in the in-substance fixed lease payments or a change in the assessment to

purchase the underlying asset.

Short-term leases and leases of low-value assets

The Group applies the short-term lease recognition exemption to its short-term leases of

machinery and equipment (i.e., those leases that have a lease term of 12 months or less from

the commencement date and do not contain a purchase option). It also applies the lease of

low-value assets recognition exemption to leases of office equipment that are considered of

low value (i.e. below £5,000). Lease payments on short-term leases and leases of low-value

assets are recognised as an expense on a straight-line basis over the lease term.

Judgement in determining the lease term of contracts with renewal options

The Group determines the lease term as the non-cancellable term of the lease, together with any

periods covered by an option to extend the lease if it is reasonably certain to be exercised, or any

periods covered by an option to terminate the lease, if it is reasonably certain not to be exercised.

Provisions

Provisions are recognised when the Group has a present obligation (legal or constructive) as a

result of a past event, it is probable that an outflow of resources embodying economic benefits will

be required to settle the obligation and a reliable estimate can be made of the amount of the

obligation. Where the Group expects some or all of a provision to be reimbursed, for example

under an insurance contract, the reimbursement is recognised as a separate asset but only when

the reimbursement is virtually certain. The expense relating to any provision is presented in the

Consolidated Statement of Profit or Loss net of any reimbursement. If the effect of the time value

of money is material, provisions are determined by discounting the expected future cash flows at a

pre-tax rate that reflects current market assessments of the time value of money and, where

appropriate, the risks specific to the liability. Where discounting is used, the increase in the

provision due to the passage of time is recognised as a finance cost.

Dilapidation provisions

A dilapidation provision is recognised when there is an obligation to restore property to its

original state at the end of the leasehold period. The provision is estimated as the cost of

restoration at the balance sheet date, with the corresponding entry recognised in property,

plant and equipment. Depreciation is charged in line with the remaining leasehold period.

Pensions

The Group does not have a group contributory pension scheme. Payments are made to

individual private defined contribution pension arrangements. Contributions are charged in

the Consolidated Statement of Profit or Loss as they become payable.

Revenue recognition

Revenue is stated net of value-added tax, rebates and discounts and after the elimination of

intercompany transactions within the Group. The Group operates a number of different

businesses offering a range of products and services and accordingly applies a variety of

methods for revenue recognition, based on the principles set out in IFRS 15.

Revenue is recognised to represent the transfer of promised services to customers in a way that

reflects the consideration expected to be received in return. Consideration from contracts with

customers is allocated to performance obligations identified based on their standalone selling

price and is recognised when those performance obligations are satisfied and the control of goods

or services is transferred to the customer, either over time or at a point in time.

2. Accounting policies continued

2.3 Material accounting policies continued

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Notes to the consolidated financial statements continued

Data disk

The performance obligations can include the subscription to use specific data sets, updates to

those data sets during the subscription period and support and maintenance.

The performance obligations over the period of the subscription are satisfied by the provision

of disk files to the customer in the same format on a monthly basis to ensure that the customer

has access to the most relevant information throughout the contract period.

This meets the series guidance under IFRS 15 paragraph 22: ‘a promise to transfer to the

customer a series of distinct goods or services that are substantially the same and that have

the same pattern of transfer’. Accordingly, the revenue for the full subscription period is

recognised over the contractual term.

b) Consumption-based

A number of GBG SaaS solutions provide for the provision of consumed data intelligence

services with customers paying only for the number of searches they perform. The

performance obligation is to provide this check and revenue in respect of those solutions is

recognised based on usage. Customers are either invoiced in arrears for searches performed

(‘consumption’) or make a prepayment giving them the right to a specific number of searches

(‘consumption-based subscription’).

Where customers make a prepayment, which entitles them to perform a specific number of

transactions over an agreed contract period, once this period has expired any unused

transactions are forfeited. Based on a review of historic forfeitures an estimate is made of the

expected percentage of transactions that will remain unused over their contracted life. This

percentage is applied such that revenue for expected forfeiture is recognised in proportion to

the pattern of transactions performed by the customer.

c) Other

Revenue from other revenue such as development charges, set up, hardware, support and

maintenance fees are recognised over time by reference to the stage of completion, whereas

hardware is recognised at a point in time on delivery. Stage of completion of the specific

transaction is assessed on the basis of the actual services provided as a proportion of the total

services to be provided. Where the services consist of the delivery of support and maintenance

on software licence agreements, it is generally considered to be a separate performance

obligation and revenue is recognised on a straight-line basis over the term of the support period.

d) Perpetual licences

Revenue is recognised at a point in time when the contract is agreed, and the software is made

available to the customer. Customers are charged an initial or perpetual licence fee for

on-premise or hosted software which is usually limited by a set number of users or seats. Initial

and perpetual licences provide the customer with the right to use the software and are distinct

from other services.

Revenue recognition continued

In determining the amount of revenue and profits to record, and related balance sheet items (such

as contract assets, contract liabilities, accrued income and deferred income) to recognise in the

period, management are required to form a number of judgements and assumptions. These may

include an assessment of the costs the Group incurs to deliver the contractual commitments and

whether such costs should be expensed as incurred or capitalised. These judgements are

inherently subjective and may cover future events such as the achievement of contractual

milestones. Please see Judgements – revenue recognition on page 125 below for further detail.

a) Term-based subscriptions

Revenue from term-based subscriptions is recognised when control is considered to have

passed to the customer. Control can pass either at a point in time or over time depending on the

performance obligations under the contract as further described below.

Web-service hosted software solutions

The performance obligation is to provide the customer a right to access the software throughout

the subscription period for which revenue is recognised over the subscription period.

On-premise installation

The performance obligations can include the provision of a software subscription, data sets,

updates to those data sets during the subscription period and support and maintenance.

There also are instances where customers are provided a data set to use with their own

software rather than the Group’s.

The Group’s software has no standalone value to the customer without the data as there is nothing

upon which to apply the algorithms. The data file cannot be accessed outside of the software so

has no standalone value (unless under the circumstance where it has been subscribed for use on

the customer’s system). As a result, the software and the data are considered one performance

obligation as the customer cannot benefit from one without the other.

Customers are given a right-to-use the software and data as it exists at the point in time the

subscription is granted, for which revenue is recognised at the point in time the customer can

first use and benefit from it.

A proportion of the transaction price is allocated to the provision of data updates and support

and maintenance, which are considered separate performance obligations. This is either based

on the stand-alone selling price for those services or, where the Group does not have a history

of stand-alone selling prices for a particular software subscription, a cost-plus mark-up

approach is applied.

2. Accounting policies continued

2.3 Material accounting policies continued

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Notes to the consolidated financial statements continued

2. Accounting policies continued

2.3 Material accounting policies continued

Revenue recognition continued

e) Contract assets and contract liabilities

Costs to obtain a contract in the Group typically include sales commissions and under IFRS 15

certain costs such as these are deferred as contract assets and are amortised on a systematic

basis consistent with the pattern of transfer of the goods or services to which the asset

relates. As a practical expedient, these costs are expensed if the amortisation period to which

they relate is one year or less.

Where the Group completes performance obligations under a contract with a customer in

advance of invoicing the customer, the value of the accrued revenue is initially recognised as a

contract asset. As a practical expedient, the Group has taken advantage of the practical

exemption not to account for significant financing components where the time difference

between receiving consideration and transferring control of goods (or services) to its customer is

one year or less.

Any contract assets are disclosed within the trade and other receivables in the Consolidated

Balance Sheet.

Where the Group receives a short-term prepayment or advance of consideration prior to

completion of performance obligations under a contract with a customer, the value of the

advance consideration received is initially recognised as a contract liability in liabilities.

Revenue is subsequently recognised as the performance obligations are completed over the

period of the contract (i.e. as control is passed to the customer). Customers simultaneously

receive and consume the benefits of the service; therefore, revenue is recognised evenly over

the contract term and we apply the practical expedients not to disclose information about the

remaining performance obligations for contracts with customers.

Contract liabilities are presented in deferred income within trade and other payables in the

Consolidated Balance Sheet.

f) Principal versus agent

The Group has arrangements with some of its customers whereby it needs to determine if it

acts as a principal or an agent as more than one party is involved in providing the goods and

services to the customer.

The Group is an agent if its role is to arrange for another entity to provide the goods or

services. Factors considered in making this assessment are most notably the discretion the

Group has in establishing the price for the specified good or service, whether the Group has

inventory risk and whether the Group bears the responsibility for fulfilling the promise to

deliver the service or good. Where the Group is acting as an agent, revenue is recorded at a net

amount reflecting the margin earned.

The Group acts as a principal if it controls a promised good or service before transferring that

good or service to the customer. Where the Group is acting as a principal, revenue is recorded

on a gross basis.

This assessment of control requires some judgement in particular in relation to certain service

contracts. An example is the provision of certain employment screening services where the

Group may be assessed to be agent or principal dependent upon the facts and circumstances

of the arrangement and the nature of the services being delivered.

g) Contract modifications

Although infrequent, contracts may be modified for changes in contract terms or requirements.

These modifications and amendments to contracts are always undertaken via an agreed formal

process. Contract modifications exist when the amendment either creates new or changes the

existing enforceable rights and obligations. The effect of a contract modification on the

transaction price and the Group’s measure of progress for the performance obligation to which

it relates, is recognised as an adjustment to revenue in one of the following ways:

a) Prospectively as an additional separate contract

b) Prospectively as a termination of the existing contract and creation of a new contract

c) As part of the original contract using a cumulative catch up

d) As a combination of b) and c)

For contracts for which the Group has decided there is a series of distinct goods and services

that are substantially the same and have the same pattern of transfer where revenue is

recognised over time, the modification will always be treated under either a) or b). However, d)

may arise when a contract has a part termination and a modification of the remaining

performance obligations.

The facts and circumstances of any contract modification are considered individually as the

types of modifications will vary contract by contract and may result in different accounting

outcomes.

h) Interest income

Revenue is recognised as interest accrues using the effective interest rate method. The

effective interest rate is the rate that exactly discounts estimated future cash receipts through

the expected life of the financial instrument to its net carrying amount.

i) Presentation and disclosure requirements

The Group has disaggregated revenue recognised from contracts into contract type (Term-

based subscription, Consumption-based subscription, Consumption and Other) as

management believes this best depicts how the nature, amount, timing and uncertainty of the

Group’s revenue and cash flows are affected by economic factors. The Group has also

disclosed information about the relationship between the disclosure of disaggregated revenue

and revenue information disclosed for each reportable segment. Refer to note 4 for the

disclosure on disaggregated revenue.

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Notes to the consolidated financial statements continued

Such items may include, but are not restricted to, significant acquisitions or disposals,

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 7.

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 considers these significant and/or non-recurring items to be inherently not

reflective of the future or underlying performance of the Group.

Dividends

Dividend distribution to the Company’s shareholders is recognised as a liability in the Group’s

financial statements in the period in which the dividends are approved by the Company’s

shareholders.

Share-based payment transactions

Employees (including Directors) of the Group receive remuneration in the form of share-based

payment transactions, whereby employees render services in exchange for shares or rights

over shares (‘equity-settled transactions’).

Equity-settled transactions

The cost of equity-settled transactions with employees is measured by reference to the fair

value at the date on which they are granted. The fair value is determined by an external

valuation specialist using either the binomial model or the Monte Carlo method. The later

methodology is used where there are market conditions attached to the share awards. Where

the Monte Carlo method is used, non-vesting conditions and market vesting conditions are

factored into the fair value of the options granted. In valuing equity-settled transactions, no

account is taken of any performance conditions, other than conditions linked to the price of

the shares of GB Group plc (‘market conditions’) and non-vesting conditions, if applicable.

The cost of equity-settled transactions is recognised, together with a corresponding increase

in equity, over the period in which the performance and/or service conditions are fulfilled,

ending on the date on which the relevant employees become fully entitled to the award (‘the

vesting date’). The cumulative expense recognised for equity-settled transactions at each

reporting date until the vesting date reflects the extent to which the vesting period has expired

and the Group’s best estimate of the number of equity instruments that will ultimately vest.

The Consolidated Statement of Profit or Loss charge or credit for a period represents the

movement in cumulative expense recognised as at the beginning and end of that period.

No expense is recognised for awards that do not ultimately vest, except for awards where

vesting is conditional upon a market or non-vesting condition, which are treated as vesting

irrespective of whether or not the market or non-vesting conditions were satisfied, provided

that all other vesting conditions are satisfied.

Operating profit

Operating profit is profits after amortisation of acquired intangibles, equity-settled share-

based payments and exceptional items but before finance income, finance costs and tax.

Non-GAAP measures

The Group presents multiple non-GAAP measures throughout this Annual Report. They are not

defined by IFRSs and therefore may not be directly comparable with similarly titled measures

of other companies. They are not intended to be a substitute for, or superior to, GAAP

measures. Additional information for all non-GAAP measures, including definitions, rationale for

their presentation, and reconciliations from the closest IFRS measure is provided in the

alternative performance measures section on pages 162 to 164.

The main non-GAAP presentation is adjusted results.

Adjusted results

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, not be reflective of the underlying

performance of the Group for the year and the comparability between periods.

The Group presents the non-GAAP performance measure ‘adjusted operating profit’ on the

face of the Consolidated Statement of Profit or Loss and this is reconciled to operating profit

as required to be presented under the applicable accounting standards. The Directors believe

that this alternative measure of profit provides a reliable and consistent measure of the

Group’s underlying performance.

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 considers 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.

2. Accounting policies continued

2.3 Material accounting policies continued

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Notes to the consolidated financial statements continued

2. Accounting policies continued

2.3 Material accounting policies continued

Equity-settled transactions continued

Where the terms of an equity-settled award are modified, as a minimum, an expense is

recognised as if the terms had not been modified. In addition, an expense is recognised over

the remainder of the new vesting period for any modification which increases the total fair

value of the share-based payment arrangement, or is otherwise beneficial to the employee as

measured at the date of modification.

Where an equity-settled award is cancelled, it is treated as if it had vested on the date of

cancellation, and any expense not yet recognised for the award is recognised immediately.

However, if a new award is substituted for the cancelled award, and designated as a

replacement award on the date that it was granted, the cancelled and new awards are treated

as if they were a modification of the original award, as described in the previous paragraph.

The dilutive effect of outstanding options is reflected in the computation of earnings per share

(note 13).

The share-based payment charges recognised in the income statement are inclusive of any

associated employer taxes.

Finance costs

Finance costs consist of interest and other costs that are incurred in connection with the

borrowing of funds. Finance costs are expensed in the period in which they are incurred.

Finance costs also include the amortisation of bank loan arrangement fees, interest on

long-service award liabilities and interest on lease liabilities.

Taxes

Current tax

Current income tax assets and liabilities for the current and prior periods are measured at the

amount expected to be recovered from or paid to the taxation authorities. The tax rates and

tax laws used to compute the amount are those that are enacted or substantively enacted, by

the reporting date, in the countries where the Group operates and generates taxable income.

Deferred income tax

Deferred tax is recognised in respect of all temporary differences between the carrying

amounts of assets and liabilities included in the financial statements and the amounts used for

tax purposes that will result in an obligation to pay more, or a right to pay less or to receive

more tax, with the following exceptions:

– No provision is made where the deferred tax liability arises from the initial recognition of

goodwill or of an asset or liability in a transaction which is not a business combination that at

the time of the transaction affect neither accounting nor taxable profit;

– No provision is made for deferred tax that would arise on all taxable temporary differences

associated with investments in subsidiaries and interests in joint ventures, where the timing

of the reversal of temporary differences can be controlled and it is probable that the

temporary difference will not reverse in the foreseeable future.

Deferred tax assets are reviewed at each reporting date and are recognised only to the extent

that the Directors consider that it is probable that there will be suitable taxable profits from

which the future reversal of the underlying temporary differences and unused tax losses and

credits can be deducted. In assessing their recoverability, the Group uses the same forecasts

that have been used for the impairment and going concern assessments.

Deferred tax is measured on an undiscounted basis at the tax rates that are expected to apply

in the periods in which the asset is realised or liability settled, based on tax rates and laws

enacted or substantively enacted at the balance sheet date.

Deferred tax assets and liabilities are offset where there is a legally enforceable right to offset

and where they relate to the same tax authority.

New accounting standards and interpretations

The following standards and amendments were effective for periods beginning on or after 1

January 2025 and as such have been applied in these financial statements. The Group has not

early adopted any other standard or interpretation that is issued but not yet effective.

The following standards and amendments had no material impact on the financial statements

of the Group:

– Lack of Exchangeability - ‘The Effects of Changes in Foreign Exchange Rates’ (Amendments to

IAS 21)

New accounting standards and interpretations issued but not yet effective

The new and amended standards and interpretations that are issued, but not yet effective, up

to the date of issuance of the Group’s financial statements are disclosed below. The Group

intends to adopt these new and amended standards and interpretations, if applicable, when

they become effective.

– Amendments to the Classification and Measurement of Financial Instruments (Amendments

to IFRS 9 Financial Instruments and IFRS 7) - effective for annual reporting periods beginning

on or after 1 January 2026;

– Annual Improvements to IFRS Accounting Standards - Volume 11 - effective for annual

reporting periods beginning on or after 1 January 2026;

– Contracts Referencing Nature-dependent Electricity (Amendments to IFRS 9 and IFRS 7) -

effective for annual reporting periods beginning on or after 1 January 2026;

– IFRS 18 Presentation and Disclosure in Financial Statements - effective for annual reporting

periods beginning on or after 1 January 2027;

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Notes to the consolidated financial statements continued

The value in use calculation for all other CGUs, requires an estimate of the present value of future

cash flows expected to arise from the CGU, by applying an appropriate discount rate to the timing

and amount of future cash flows.

There is a requirement to make judgements regarding the timing and amount of future cash flows

applicable to the CGU, based on current budgets and forecasts, and extrapolated for an

appropriate period taking into account growth rates. Management has also assessed the sensitivity

of the impairment assessment to reasonably possible changes in key assumptions.

Management estimates the appropriate discount rate using pre-tax rates that reflect current

market assessments of the time value of money and the risks specific to the business or the

individual CGU.

The significant estimates used in the value in use calculations for CGU recoverable amounts are

forecast revenue growth rates, discount rates and long-term growth rates.

An analysis of the Group’s goodwill, the assumptions used to test for impairment and sensitivity

analysis relating to these significant estimates are set out in note 17.

Allowance for impairment losses on credit exposures

The Group applies the IFRS 9 simplified lifetime expected credit loss approach in calculating

expected credit losses (ECLs). Under this method ECL provisions are determined using a

combination of historical experience and forward-looking information based on management

judgement. In the year to 31 March 2026, management has reviewed the historical rate of bad

debts compared to revenue, in the context of the expected credit loss provision against trade

receivables. As a result of this assessment, and whilst still taking into account forward-looking

information in light of the current macroeconomic environment, management has determined it

appropriate to maintain the loss rates applied to each aged category of trade receivables.

An increase/decrease of 1% in all ECL rates would increase/decrease the provision for

impairment of trade receivables by £648,000.

Judgements

Revenue recognition

For contracts with multiple components to be delivered, management may have to apply

judgement to consider whether those promised goods and services are (i) distinct - to be

accounted for as separate performance obligations; (ii) not distinct - to be combined with

other promised goods or services until a bundle is identified that is distinct; or (iii) part of a

series of distinct goods and services that are substantially the same and have the same

pattern of transfer to the customer.

At contract inception the total transaction price is determined, and the Group allocates this to

the identified performance obligations in proportion to their relative stand-alone selling prices

and recognises revenue when (or as) those performance obligations are satisfied. Because of

the bespoke nature of some solutions, judgement is sometimes required to determine and

estimate an appropriate standalone selling price.

2. Accounting policies continued

2.3 Material accounting policies continued

New accounting standards and interpretations issued but not yet effective continued

– IFRS 19 Subsidiaries without Public Accountability: Disclosures - effective for annual

reporting periods beginning on or after 1 January 2027;

– Translation to a Hyperinflationary Presentation Currency (Amendments to IAS 21) - effective

for annual reporting periods beginning on or after 1 January 2027; and

– Amendments to Greenhouse Gas Emissions Disclosures (Amendments to IFRS S2) - effective

for annual reporting periods beginning on or after 1 January 2027.

– The Group is currently assessing the effect of these new accounting standards and amendments

and with the exception of IFRS 18, none of the amendments are expected to have a significant

impact on the Group. IFRS 18 Presentation and Disclosure in Financial Statements, which was

issued by the IASB in April 2024 supersedes IAS 1 and will result in major consequential

amendments to IFRS Accounting Standards including IAS 8 Basis of Preparation of Financial

Statements (renamed from Accounting Policies, Changes in Accounting Estimates and Errors).

Even though IFRS 18 will not have any effect on the recognition and measurement of items in the

consolidated financial statements, it is expected to have a significant effect on the presentation

and disclosure of certain items. These changes include categorisation and sub-totals in the

statement of profit or loss, aggregation/disaggregation and labelling of information, and

disclosure of management-defined performance measures.

2.4 Judgements and key sources of estimation uncertainty

The preparation of financial statements requires management to make judgements, estimates

and assumptions that affect the amounts reported for assets and liabilities as at the balance

sheet date and the amounts reported for revenues and expenses during the year. However, the

nature of estimation means that actual outcomes could differ from those estimates.

In the process of applying the Group’s accounting policies the following estimates and

judgements made by management have the most significant effect on the amounts recognised

in the financial statements within the next financial year:

Significant estimates

Impairment of goodwill

The Group and Company test annually whether goodwill and intangible assets have suffered any

impairment in accordance with the accounting policy stated earlier in note 2.3. Determining

whether there is an impairment requires an estimate of the recoverable amount of the CGU to

which the goodwill or intangible asset has been allocated. Historically this assessment had been

based on value in use calculations, however the calculations for Identity – Americas CGU are highly

sensitive to changes in inputs (for example growth rates). Therefore, an assessment of FVLCOD has

been performed with the support of an independent third party using evidence of comparable

companies and precedent transactions.

The FVLCOD valuation of the Identity – Americas CGU has been determined by applying selected

market multiples to forecast revenue and normalised EBITDA. The revenue forecast used in this

calculation is a key assumption and so reasonable changes in this assumption can materially

impact the outcomes of the impairment reviews and the impairment charges recognised.

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Notes to the consolidated financial statements continued

2. Accounting policies continued

2.4 Judgements and key sources of estimation uncertainty continued

Judgements continued

Hyperinflationary economies

The Türkiye economy was designated as hyperinflationary for reporting periods ending on or

after 30 June 2022. Judgement was required in determining that the application of IAS 29

‘Financial Reporting in Hyperinflationary Economies’ to the Group’s Türkiye subsidiary, which

has a functional currency of Türkiye Lira, did not have a material impact on the consolidated

financial statements. As a result, the adjustments required by IAS 29 from 1 April 2022 have not

been reflected within the consolidated financial statements.

Deferred tax assets (both judgement and estimate)

The amount of the deferred tax asset included in the balance sheet is firstly assessed against

the value of deferred tax liabilities to see if the deferred tax asset can be fully or partly

absorbed by an offsetting deferred tax liability. The level of deferred tax asset not offset by

deferred tax liabilities is recognised only to the extent that it is probable that future taxable

profits will be available against which the asset can be utilised. In this scenario, a deferred tax

asset is recognised when it has become probable that future taxable profit will allow the

deferred tax asset to be recovered. Recognition, therefore, involves management judgement

regarding the prudent forecasting of future taxable profits of the business including

considering appropriate levels of risk. At the balance sheet date, management has forecast

that the Group would generate future taxable profits against which certain decelerated capital

allowances, tax losses and other temporary differences could be relieved. Within that forecast,

management considered the total amount of tax losses available across the Group and the

relative restrictions in place for loss streaming and made a judgement not to recognise

deferred tax assets on temporary differences of £26,478,000 (2025: £25,113,000). The carrying

value of the recognised deferred tax asset at 31 March 2026 was £18,421,000 (2025:

£19,654,000) and the unrecognised deferred tax asset at 31 March 2026 was £5,201,000 (2025:

£5,267,000). Further details are contained in note 11.

3. Revenue

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

			(Represented)
	2026		2025
	£’000		£’000
Subscription revenues:
Consumption-based	40,185		43,195
Term-based	119,535		114,298
Total subscription revenues	159,720		157,493
Consumption	110,5	99	109,654
Hardware		5,767	7,545
Other		8,958	8,025
Revenue		285,044	282,717

Due to changes in the presentation of the segmental analysis during the period to 31 March

2026, the analysis for the period ended 31 March 2025 has been represented (see Note 4).

Changes in contract balances

Included within revenue recognised in the year is £51,213,000 (2025: £52,794,000) that was

included in the deferred revenue balance at the start of the relevant financial year. This amount

differs from the deferred revenue balance within current liabilities at the end of the prior year

due to the movement in foreign currency exchange rates between the prior year-end and the

date the revenue was recognised in the consolidated statement of profit or loss during the

current year.

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 on the next page. Information on segment assets and liabilities is not regularly

provided to the Group’s Chief Executive Officer and is therefore not disclosed below.

GBG Annual Report and Accounts 2026

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126

Notes to the consolidated financial statements continued

			(Represented)			(Represented)
		Location	Identity			Fraud	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	175,9	10		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

Geographical information

				Revenues from external customers			Non-current assets
		2026		2025	2026			2025
		£’000		£’000	£’000			£’000
United Kingdom	100,7	16	93,8	92	100,823		102,2	40
United States of America		94,104	97	,916	427	,630	558,060
Australia		38,935	3	9,222	57	,976		43,430
Others		51,289	51,687			22		1
		285,044	28	2,717		586,451	703,7	31

The geographical revenue information above is based on the location of the customer.

Non-current assets for this purpose consist of plant and equipment, intangible assets and

non-current trade and other receivables and excludes deferred tax assets.

4. Segmental information continued

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-focused 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

value that has 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	Fraud		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	-	110,5		99
Hardware	-			5,767	-			5,767
Other	1,741			4,574	2,643			8,958
Total revenue	88,512		17	4,964	21,568			285,044
Adjusted operating profit before central overheads	37,7	41		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)

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127

Notes to the consolidated financial statements continued

5. Operating profit/(loss)

	2026	2025
This is stated after charging/(crediting):	£’000	£’000
Total research, development and technology related costs
recognised as an operating expense	43,399	46,613
Amortisation of intangible assets (note 15)	33,163	34,888
Depreciation of property, plant and equipment (note 18)	805	915
Depreciation of right-of-use assets (note 19)	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.

During the year ended 31 March 2026, loss on disposal of plant and equipment of £nil (2025:

£97,000) was included in exceptional items since it related to the rationalisation of global

locations.

During the year ended 31 May 2026, loss on disposal of intangible assets of £15,286,000 (2025:

£nil) was included in exceptional items since it related to the write off of acquired technology

assets associated with the Compliance platform.

6. Auditor’s remuneration

Auditor’s remuneration of £139,000 (2025: £nil) has been included within exceptional items during

the year since £44,000 was directly attributable to the audit of the acquisition of DataTools and

£95,000 was directly attributable to the move from AIM to the Main Market (see note 7).

	2026	2025
	£’000	£’000
Audit of the Group’s financial statements	536	609
Audit of subsidiaries	365	266
Total audit fees	901	875
Other fees to auditor - other assurance services	174	89
	1,075	964

7. 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
	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 16, 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.

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.

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128

Notes to the consolidated financial statements continued

The average monthly number of team members during the year within each category was as follows:

	2026	2025
	No.	No.
Sales and marketing	548	596
Technology	367	369
General and administration	167	167
	1,082	1,132

	2026	2025
b) Directors’ emoluments	£’000	£’000
Wages and salaries	1,384	1,576
Pension	23	22
Bonuses	972	801
	2,379	2,399
Aggregate gains made by Directors on the exercise of share options	-	134

The remuneration for the highest paid Director was as follows:

	2026	2025
	£’000	£’000
Wages and salaries	483	463
Pension	23	22
Bonus	536	416
	1,042	901

The number of share options granted during the year for the highest paid Director was 448,583

(2025: 281,728) and the number of share options exercised during the year was nil (2025: nil).

The gain on the exercise of share options during the year for the highest paid Director was £nil

(2025: £nil).

7. Exceptional items continued

(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) Due to increases in discount rates during the year to 31 March 2026 and moderation of

revenue growth rates due to the performance of the CGU over the past few years, 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 17.

(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).

8. Team member costs and Directors’ emoluments

	2026		2025
a) Team member costs (including Directors)	£’000		£’000
Wages and salaries	91,687		93,908
Social security costs	10,2		07	9,435
Other pension costs	3,983		4,151
Share-based payments	4,442		5,078
	110,3	19	110,996

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129

Notes to the consolidated financial statements continued

9. Finance income

	2026	2025
	£’000	£’000
Bank interest receivable	226	93
Interest income on non-current accrued revenue	219	187
	445	280

10. 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

Amortisation of bank loan fees of £411,000 (2025: £nil) has been included in exceptional items

during the year since it was as a result of the refinancing of the Group’s multicurrency revolving

credit facility (see note 25).

11. 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 (loss)/profit 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 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 differences¹	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/(credit) reported in the consolidated statement of profit or loss	551	7,096

1 £18,246,000 (2024: £nil) of the permanent differences related to the impairment of goodwill which is not tax deductible.

The Group’s reported effective tax rate for the year was (0.7)% (2025: 45.1%). After adjusting for

the impact of amortisation of acquired intangibles, equity-settled share-based payments and

exceptional items, the adjusted effective tax rate was 23.5% (2025: 26.2%). These measures are

defined in the non-GAAP measures note.

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130

Notes to the consolidated financial statements continued

Deferred tax liability

The deferred tax liability of the Group is as follows:

	2026	2025
	£’000	£’000
Intangible assets	24,353	35,439
Land and buildings	115	104
Accelerated capital allowances	629	650
	25,097	36,193

The movement on the deferred tax liability of the Group, before the offset of balances within

countries, is as follows:

	2026	2025
	£’000	£’000
Opening balance	36,193	43,753
Acquired on acquisition	1,014	-
Foreign currency adjustments	(759)	(780)
Impact of change in tax rates	961	1,887
Origination and reversal of temporary differences	(12,312)	(8,667)
	25,097	36,193

Analysed in the balance sheet, after offset of balances as:

	2026	2025
Deferred tax asset	£’000	£’000
Pre-offset of balances	18,421	19,654
Offset of balances within countries	(16,755)	(19,042)
	1,666	612

	2026		2025
Deferred tax liability	£’000		£’000
Pre-offset of balances	25,097		36,193
Offset of balances within countries	(16,755)		(19,042)
	8,342	17	,151 

11. Income tax charge/(credit) continued

c) Deferred tax

Deferred tax asset

The recognised and unrecognised potential deferred tax asset of the Group is as follows:

	Recognised		Unrecognised
	2026	2025	2026	2025
	£’000	£’000	£’000	£’000
Decelerated capital allowances	4,286	4,984	1,327	1,327
Share options	1,762	1,821	-	-
Long service award	329	259	-	-
Accrued bonuses	666	365	-	-
Provision for bad debt	230	133	-	-
Interest	3,064	3,509	-	-
Other temporary differences	1,934	1,565	-	-
R&D capitalisation	5,147	6,122	-	-
Leases	15	13	-	-
Capital losses	-	1	775	743
Trading losses	988	882	3,099	3,197
	18,421	19,654	5,201	5,267

The movement on the deferred tax asset of the Group, before the offset of balances within

countries, is as follows:

		2026		2025
		£’000		£’000
Opening balance	19,6	54	20,8	71
Acquired on acquisition		460		-
Foreign currency adjustments		(359)		(444)
Impact of change in tax rates		390		729
Origination and reversal of temporary differences - charged to consolidated profit or loss		(1,775)		(1,608)
Origination and reversal of temporary differences - credited to equity		51		106
		18,421		19,654

The deferred tax asset has been recognised to the extent it is anticipated to be recoverable

out of future taxable profits based on profit forecasts for the foreseeable future. The utilisation

of the unrecognised deferred tax asset in future periods will reduce the future tax rate below

the standard rate. The Group has unrecognised deductible temporary differences of

£26,478,000 (2025: £25,113,000) and unrecognised capital losses of £3,325,000 (2025:

£3,174,000). Refer to 11d below for details of movement in the year.

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131

Notes to the consolidated financial statements continued

11. Income tax charge/(credit) continued

d) Tax losses

The Group has carried forward trading losses at 31 March 2026 of £29,101,000 (2025:

£28,222,000). The principal reason for the increase in the year is additional State tax losses

made in the United States.

The split of gross tax losses is shown below.

	2026		2025
	£’000		£’000
Gross tax losses
US - State	17	,175	16,242
UK		11,753	11,899
Other		174	81
		29,102	28,222

Taking into account state rates and apportionment factors, the value of the deferred tax asset

recognised for US State losses is £228,000 (2025: £357,000). State tax losses can usually be

carried forward indefinitely, or for a period of 20 years.

To the extent that these unrecognised losses are available for offset against future trading

profits of the Group, it is expected that the future effective tax rate would be below the

standard rate.

There were also unrecognised capital losses carried forward at 31 March 2026 of £3,325,000

(2025: £3,174,000), which should be available for offset against future capital gains of the

Group to the extent that they arise. The Group also has unrecognised deductible temporary

differences of £26,478,000 (2025: £25,113,000).

e) Change in United States deferred tax rates

The tax rate applied in the calculation of deferred tax assets and liabilities in the United States

has been updated to reflect changes in the States in which future taxable profits are forecast

to arise, which impacts the blended effective State tax rate that will apply.

For IDology Inc the rate is 25.1% (2025: 24.5%), for Loqate Inc the rate is 24.6% (2025: 24.4%) and

for Acuant Inc the rate is 25.5% (2025: 24.7%).

f) Unremitted earnings

The Group’s foreign subsidiaries have unremitted earnings of £99,934,000 (2025:

£85,543,000), resulting in temporary differences of £283,000 (2025: £194,000) that may be

payable as withholding tax if dividends were declared. No deferred tax has been provided in

respect of these differences since the timing of the reversals can be controlled and it is

probable that the temporary differences will not reverse in the foreseeable future.

12. Dividends paid and proposed

		2026	2025
		£’000	£’000
Declared and paid during the year
Final dividend for 2025 paid in July 2025: 4.40p (final dividend for 2024 paid 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)	10,17	5	11,116

13. Earnings per ordinary share

	Basic	Diluted	Adjusted Basic	Adjusted Diluted
	2026	2026	2026	2026
Profit attributable to equity
holders of the Company from continuing operations	(30.7)p	(30.7)p	19.2p	19.0p

				Adjusted
	Basic	Diluted	Adjusted Basic	Diluted
	2025	2025	2025	2025
	pence per share	pence per share	pence per share	pence per share
(Loss)/profit attributable to equity holders of the Company
from continuing operations	3.4p	3.4p	17.5p	17.4p

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.

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132

Notes to the consolidated financial statements continued

13. Earnings per ordinary share continued

	2026		2025
	No.		No.
Basic weighted average number of shares in issue	244,721,513	252,801,2	76
Basic weighted average number of shares held by the EBT	(443,972)		(328,352)
Dilutive effect of share options	2,647,935		2,673,120
Diluted weighted average number of shares in issue	246,925,476		255,146,044

For the year ended 31 March 2026, potential ordinary shares are antidilutive, as their inclusion

in the diluted loss per share calculation would reduce the loss per share, and have therefore

been excluded.

Adjusted

Adjusted earnings per share is defined as adjusted operating profit less net finance costs and

adjusted tax divided by the basic weighted average number of ordinary shares of the Company.

			Basic	Diluted			Basic	Diluted
		2026	2026 pence	2026 pence		2025	2025 pence	2025 pence
		£’000	per share	per share		£’000	per share	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

14. Goodwill

	2026		2025
	£’000		£’000
Cost
At 1 April	719,415	7	34,356
Additions - business combinations (note 16)	4,103		-
Foreign currency adjustment	(10,149)		(14,941)
At 31 March	713,369		719,415
Accumulated impairment
At 1 April	169,154	17	2,734
Impairment (note 17)	73,145		-
Foreign currency adjustment	(2,855)		(3,580)
At 31 March	239,444		169,154
Net book value
At 31 March	473,925		550,261

Goodwill arose on the acquisition of GB Mailing Systems Limited, e-Ware Interactive Limited,

Data Discoveries Holdings Limited, Capscan Parent Limited, DecTech Solutions Pty Ltd, CDMS

Limited, Loqate Inc., ID Scan Biometrics Limited, Postcode Anywhere (Holdings) Limited, VIX

Verify Global Pty Ltd, IDology Inc, Investigate 2020 Ltd, Acuant Intermediate Holding Corp,

Verifi Identity Services Limited and Data Tools Pty Ltd. Under UK-adopted international

accounting standards, goodwill is not amortised and is tested annually for impairment (see

note 17).

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133

Notes to the consolidated financial statements continued

15. Other intangible assets

										Internally
		Customer			Software		Non-complete	Total acquired	Purchased	developed
		relationships			technology		clauses	intangibles	software	software		Total
		£’000			£’000		£’000	£’000	£’000	£’000		£’000
Cost
At 1 April 2024		168,883			176,176		4,418	349,477	669	525	350,6	71
Foreign currency adjustment		(3,379)			(3,416)		39	(6,756)	(9)	(3)	(6,768)
Reclassification		-			-		-	-	(74)	74		-
Additions – purchased software		-			-		-	-	100	-	100
Disposals		-			-		(4,457)	(4,457)	(3)	-	(4,460)
At 31 March 2025	165,504			172,7	60		-	338,264	683	596	339,543
Foreign currency adjustment	(1,422)			(3,315)			-	(4,737)	(2)	-	(4,739)
Additions - business combinations (note 16)	3,357			1,792			-	5,149	-	-	5,149
Disposals		-			-		-	-	(76)	-	(76)
At 31 March 2026	167	,439		171,237			-	338,676	605	596	339,877
Accumulated amortisation and impairment
At 1 April 2024	83,119			80,944			4,418	168,481	601	525	169,60	7
Reclassification		-			-		-	-	(69)	69		-
Foreign currency adjustment	(1,728)			(1,648)			39	(3,337)	(9)	-		(3,346)
Amortisation during the year	15,834			19,009			-	34,843	43	2		34,888
Disposals		-			-		(4,457)	(4,457)	(3)	-		(4,460)
At 31 March 2025	97	,225		98,305			-	195,530	563	596		196,689
Foreign currency adjustment		(1,057)		(718)			-	(1,775)	(2)	-		(1,777)
Amortisation during the year		15,7		55	17,403			-	33,158	5	-		33,163
Write off (note 7)			-	15,286			-	15,286	-	-		15,286
Disposals			-		-		-	-	(76)	-		(76)
At 31 March 2026		111,923		130,27	6		-	242,199	490	596		243,285
Net book value
At 31 March 2026		55,516			40,961		-	96,477	115	-		96,592
At 31 March 2025		68,27	9		7	4,455	-	142,734	120	-		142,854
At 31 March 2024			85,764			95,232	-	180,996	68	-		18	1,064 

GBG Annual Report and Accounts 2026

GovernanceStrategic report Financial statements

134

Notes to the consolidated financial statements continued

	Fair value
	recognised
	on acquisition
	£’000
Assets
Technology intellectual property	1,792
Customer relationships	3,357
Right-of-use assets	307
Deferred tax asset	460
Trade and other receivables	207
Cash	935
Trade and other payables	(1,296)
Lease liability	(280)
Provisions	(464)
Deferred tax liabilities	(1,014)
Total identifiable net assets at fair value	4,004
Goodwill arising on acquisition	4,103
Total purchase consideration transferred	8,107
Purchase consideration:
Cash	7,833
Completion adjustment	274
Total purchase consideration	8,107
Analysis of cash flows on acquisition:
Transaction costs of the acquisition (included in cash flows from operating
activities)	(113)
Net cash acquired with the subsidiary	935
Cash paid	(8,107)
Acquisition of subsidiaries, net of cash acquired (included in cash flows from investing activities)	(7,172)
Net cash outflow	(7,285)

	Carrying Value		Remaining			Remaining
	of Customer		Amortisation		Carrying Value	Amortisation
	Relationship		Period		of Technology	Period
	£’000		£’000		£’000	£’000
ID Scan Biometrics Limited	98		0.25		-	-
Postcode Anywhere (Holdings)
Limited	2,694		1.08		-	-
VIX Verify Global Pty Ltd	1,743		2.50		-	-
IDology Inc	18,140		2.83		-	-
Acuant Intermediate Holding Corp	27	,746	5.75		38,944	3.17
Verifi Identity Services Limited		1,691	5.83		264	0.83
Data Tools Pty Ltd		3,404	9.58		1,753	4.58
		55,516		40	,961

16. 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.

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 was:

15. Other intangible assets continued

GBG Annual Report and Accounts 2026

GovernanceStrategic report Financial statements

135

Notes to the consolidated financial statements continued

16. Acquisitions continued

Acquisition of Data Tools Pty Ltd continued

The fair value of the acquired trade receivables amounts to £154,000. The gross amount of

trade receivables is £154,000 with a provision of £nil.

There is no contingent or deferred consideration recognised as part of this business

combination.

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.

The goodwill recognised above is attributed to intangible assets that cannot be individually

separated and reliably measured from DataTools due to their nature. These items include the

capability for synergies from bringing the businesses together, combining propositions and

capabilities that will help the business achieve accelerated consolidated growth from both

cross-sell and up-sell. None of the goodwill is expected to be deductible for income tax

purposes.

Transaction costs of £113,000 were incurred and included within exceptional items in the

Consolidated Statement of Comprehensive Income and are part of operating cash flows in the

Cash Flow Statement.

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.

17. 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 of

£284,555,000 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 Q4. 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 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 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 cash flows in the value in use 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 normalised Adjusted EBITDA, applied to the average of

the FY26 actuals and FY27 board-approved budget attributable to this CGU. Revenue and

normalised 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 and assumed to be 2% of expected disposal proceeds.

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.

The assessment of comparable transactions supported a range of multiples. A revenue

multiple of between 3.41x and 4.85x and a normalised Adjusted EBITDA multiple of between

8.92x and 13.28x were considered appropriate for this purpose and the overall valuation was

determined by applying an equal weighting to each. Applying this to the Identity - Americas

CGU resulted in a FVLCOD valuation of £284,555,000 that was below the carrying value,

resulting in a goodwill impairment charge of £73,0145,000.

The carrying value of other groups of CGUs continue to be supported under a value in use

approach. Due to the change in approach from VIU to FVLCOD, there is no disclosure of

comparative information on key assumptions.

GBG Annual Report and Accounts 2026

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136

Notes to the consolidated financial statements continued

The use of a pre-perpetuity projection period of more than five years for the Identity segment

is an accounting judgement. It was considered that beyond the initial period covered by

budgets and forecasts, it was most appropriate to include a further period of three years of

growth rates (2025: three years of growth rates) that are higher than the long-term average

growth rates for that particular region. The growth rates were considered to be reliable since

they were determined on the basis of multiple pieces of independent, external industry and

market research covering the Identity and Identity Fraud markets which supported that, over

this period, this market is expected to grow at a higher rate than the long-term growth rates of

these geographic markets as a whole.

Beyond this forecast period, the long-term average growth rate is not greater than the average

long-term retail growth rate in the territory where the group of CGUs is based UK – 2.0%; USA

– 2.5%; Australia – 3.0% (2025: UK – 2.0%; USA – 2.5%; Australia – 3.0%).

The Directors estimate discount rates using pre-tax rates that reflect current market

assessments of the time value of money and the risks specific to the individual CGU. Growth

rates reflect long-term growth rate prospects for the economy in which the CGU operates.

	2026		2025
	Pre-tax	Growth rate	Pre-tax	Growth rate
	Discount rate	(in perpetuity)	Discount rate	(in perpetuity
Name	%	%	%	%
Location Unit	14.8%	2.0%	14.6%	2.0%
Identity - EMEA Unit*	14.7%	2.0%	14.4%	2.0%
Identity – APAC Unit*	13.7%	3.0%	12.7%	3.0%
Identity – Americas Unit*	n/a	n/a	12.3%	2.5%
Fraud - Investigate Unit	15.3%	2.0%	14.7%	2.0%
Fraud – APAC Unit	14.8%	3.0%	13.4%	3.0%

* For the year to 31 March 2026, the following revenue growth rates have been applied to the three-year period from 1 April

2031 to 31 March 2034 for these groups of CGUs: Identity – EMEA 8.0% (2025: 8.0%), Identity – APAC 10.0% (2025: 10.0%)

and Identity – Americas n/a (2025: 14.7%).

The headroom/(impairment) (i.e. the excess/(shortfall) of the value of discounted future cash

flows over the carrying amount of the CGU) under the base case scenario was as follows:

	2026			2025
	Base Case 1			Base Case 1
Name	£’000			£’000
Location Unit	186,833		299,7	69
Identity - EMEA Unit	80		,568	42,37	5
Identity – APAC Unit	6,701		20,660
Identity – Americas Unit	n/a		4,867	2
Fraud - Investigate Unit	60,520		55,699
Fraud – APAC Unit	40,3	99	42	54,2

1 The excess of the recoverable amount over the carrying amount of the CGU before applying sensitivities.

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

Acquired

Goodwill

intangibles

Total

Goodwill

intangibles

Total

Name

£’000

Location Unit

,890

8,112

76,002

63,554

5,540

69,094

Identity - EMEA Unit

100,188

10,7

69

110

,957

101,659

,546

119,205

Identity – APAC Unit

71,156

11,43

9

82,595

70,7

04

,105

,809

Identity – Americas

Unit

217

,458

66,157

283,615

298,061

101,850

399,9

11

Fraud - Investigate Unit

3,608

3,608

693

4,301

Fraud – APAC Unit

13,625

12,67

5

12,67

5

473,925

96,477

570,402

550,261

142,734

692,995

The 2026 goodwill value is stated after impairment.

Key assumptions used in value in use calculations – base case

The key assumptions for value in use calculations are those regarding the forecast revenue

growth, discount rates and growth rates.

The Group prepares cash flow forecasts using:

– budgets and forecasts approved by the Directors covering a 5 year period;

– an appropriate extrapolation of cash flows is applied beyond this to determine a terminal

value using a combination of:

– for the Identity segment only - industry analysis of market growth rates to 2034; and

– a long-term average growth rate applied to perpetuity for the geographic market being

assessed.

Forecast revenue growth rates, margins and cash flow conversion rates were based on past

experience, industry market analysis and strategic opportunities specific to the group of CGUs

being assessed.

17. Impairment continued

GBG Annual Report and Accounts 2026

GovernanceStrategic report Financial statements

137

Notes to the consolidated financial statements continued

Key assumptions used in value in use calculations – sensitised case

The Group has considered the impact of changes in future revenue growth and key

assumptions on the base case value in use model, to create a sensitised value in use model.

The table below shows the impact on the base case headroom as a result of the following

changes, with all other assumptions being unchanged:

	0.1% change in		0.1% change in
	annual revenue	0.1% change in	long-term
	growth forecast	discount rate	growth rate
Name	£’000	£’000	£’000
Location Unit	(4,792)	(2,797)	(2,056)
Identity - EMEA Unit	(1,795)	(2,126)	(1,223)
Identity – APAC Unit	(894)	(1,213)	(768)
Fraud - Investigate Unit	(299)	(618)	(450)
Fraud – APAC Unit	(304)	(653)	(503)

A sensitised model has been included below, applying the cumulative impact of:

– Increasing pre-tax discount rates by 50bps (2025: 50bps), to reflect potential increases in

government bond yields and associated risk-free rates. We have increased the sensitivity of

this assumption given the greater volatility observed in discount rates in the last 12 month

period;

– Decreasing average annual growth forecasts between 2027 and 2034 by 100bps (2025:

average annual growth forecasts between 2026 and 2033 by 100bps), to reflect the potential

for a worse than predicted market outlook; and

– Decreasing long term growth rates by 25bps (2025: 25bps), to reflect a worse than predicted

long term global economic outlook.

It was not deemed necessary to sensitise the operating margin of the CGU given the strategy

for growth. Despite the forecast growth the unsensitised forecast cash flows do not assume

any operating leverage which would increase operating profit margins. Management

determined that should growth be slower than estimated then there was adequate headroom

in the estimates of costs that operating margins could be preserved.

17. Impairment continued

Impairment review continued

The headroom/(impairment) (i.e. the excess of the value of discounted future cash flows over

the carrying amount of the CGU) under the sensitised scenario is below:

				2026				2025
				Change in
				headroom
				decreasing
				annual
			Change	revenue	Change in
			in headroom	growth rates	headroom
			increasing	during the	decreasing
			discount	forecast	long-term
		Base case	rate	period	growth rates
		headroom	by 50bps	by 100 bps	by 25bps	Sensitised 1		Sensitised 1
Name		£’000	£’000	£’000	£’000	£’000		£’000
Location Unit		186,833	(13,423)	(19,199)	(4,104)	150,107		250,371
Identity - EMEA Unit		80,568	(10,195)	(16,392)	(2,349)	51,630		17,181
Identity – APAC Unit		6,701	(5,773)	(8,070)	(1,442)	(8,584)		8,697
Fraud – Investigate Unit	60	,520	(2,969)	(2,781)	(930)	53,840		49,501
Fraud – APAC Unit	40	,399	(3,108)	(2,476)	(1,018)	33,79	7	43,503

1 Headroom after adjusting future cash flows and key assumptions to create a sensitised value in use model.

The sensitised scenario would lead to an impairment charge of £8,584,000 for Identity - APAC.

Therefore, a reasonably possible change in the value of the key assumptions could cause CGU

carrying amount to exceed its recoverable amount.

When considering goodwill impairment, the break-even rate at which headroom within each

CGU is reduced to £nil, if all other assumptions remain unchanged, has also been considered.

		2026			2025
			Revenue			Revenue
	Pre-tax	Decrease in	Growth Rate		Decrease in	Growth Rate
	Discount	Base Case	(2031 to	Pre-tax	Base Case	(2030 to
Name	rate	Cash Flows	2034)	Discount rate	Cash Flows	2033)
Location Unit	45.0%	(70.5%)	n/a	75.1%	(81.1%)	n/a
Identity - EMEA Unit	23.2%	(41.8%)	(12.5%)	18.4%	(26.1%)	(1.4%)
Identity – APAC Unit	14.5%	(7.5%)	7.4%	14.7%	(19.0%)	(4.7%)
Identity – Americas Unit	n/a	n/a	n/a	12.9%	(5.8%)	14.2%
Fraud - Investigate Unit	618.8%	(93.9%)	n/a	331.2%	(92.6%)	n/a
Fraud – APAC Unit	57.3%	(74.1%)	n/a	59.0%	(80.6%)	n/a

GBG Annual Report and Accounts 2026

GovernanceStrategic report Financial statements

138

Notes to the consolidated financial statements continued

17. Impairment continued

Sensitivity Analysis: Identity – Americas

The FVLCOD valuation for Identity – Americas CGU has been calculated under a market

approach and calculated by applying selected multiples to FY26 and FY27 revenue and

Adjusted EBITDA, which are both key assumptions for the valuation.

The assumptions used for FY27 revenue growth and Adjusted EBITDA margin were 5% and 26%

respectively. No PY comparatives have been presented since the impairment assessment was

performed on a VIU basis in the prior year.

Since the CGU has £Nil headroom post impairment, the Group has considered the sensitivity of

the valuation to reasonably possible changes in the key assumptions, by reflecting the

additional impairment that would be required from a decrease in revenue growth of 200 bps.

Whilst the decrease in revenue growth has a consequential impact on Adjusted EBITDA, it was

not considered necessary to sensitise the normalised Adjusted EBITDA margin due to the

reasons already disclosed above. The sensitised scenario would lead to further impairment of

£1,252,000 for Identity – Americas CGU.

Sensitivity Analysis: Conclusion

With the exception of the Identity – Americas and Identity - APAC groups of CGUs, the

Directors do not believe that any reasonably possible changes in the value of the key

assumptions noted above would cause a CGU carrying amount to exceed its recoverable

amount.

18. Property, plant and equipment

	Plant and
	equipment
	£’000
Cost
At 1 April 2024	6,076
Additions	643
Disposals	(1,524)
Foreign currency adjustment	(66)
At 31 March 2025	5,129
Additions	1,276
Disposals	(1,580)
Foreign currency adjustment	53
At 31 March 2026	4,878
Accumulated depreciation and impairment
At 1 April 2024	4,426
Provided during the year	915
Disposals	(1,418)
Foreign currency adjustment	(45)
At 31 March 2025	3,878
Provided during the year	805
Disposals	(1,570)
Foreign currency adjustment	43
At 31 March 2026	3,156
Net book value
At 31 March 2026	1,722
At 31 March 2025	1,251
At 31 March 2024	1,650 

GBG Annual Report and Accounts 2026

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139

Notes to the consolidated financial statements continued

19. Right-of-use assets

	Right-of-use
	assets
	£’000
Cost
At 1 April 2024	3,928
Additions	717
Disposals	(233)
Foreign currency adjustment	(29)
At 31 March 2025	4,383
Additions	3,287
Acquired on acquisition (note 16)	307
Disposals	(599)
Foreign currency adjustment	55
At 31 March 2026	7,433
Accumulated depreciation and impairment
At 1 April 2024	2,363
Provided during the year	993
Disposals	(233)
Foreign currency adjustment	9
At 31 March 2025	3,132
Provided during the year	1,231
Disposals	(599)
Foreign currency adjustment	14
At 31 March 2026	3,778
Net book value
At 31 March 2026	3,655
At 31 March 2025	1,251
At 31 March 2024	1,565

The underlying class of assets and their net book values all relate to leasehold property.

20. Investments

	2026	2025
	£’000	£’000
Cost
At 1 April	1,926	1,426
Disposal of investment	(38)	-
Changes in fair value recognised in OCI	-	500
At 31 March	1,888	1,926

The above balance is split between investments held at fair value through other comprehensive

income of £1,888,000 (2025: £1,888,000) and investments held at cost less provision for

impairment of £nil (2025: £38,000).

During the year, the investment in Zenoo Ltd was disposed of at cost with no gain or loss on

disposal.

During the year, a £nil gain/loss on investments (2025: £500,000 gain on investments) was

recognised in OCI due to the fair value assessment of the investment in CredoLab Pte Ltd. See

note 29 for details of how the fair value is determined.

The Group consists of a Parent Company, GB Group plc, incorporated in the UK, and a number

of subsidiaries held directly or indirectly by GB Group plc, which are incorporated around the

world, each contributing to the Group’s profits, assets and cash flows.

Subsidiaries are accounted for using the cost model and the results of all subsidiaries have

been consolidated in these financial statements. The Group holds 100% of the ordinary share

capital of all investments as follows:

	Proportion of
	voting rights	Country of
	and shares held	incorporation	Registered office address
Name of company
Acuant Inc 1	100%	United States	2300	Windy Ridge Parkway, Atlanta
			GA, 30339,	United States
Acuant Israel 1	100%	Israel	Levinstein Tower, 23 Menachem
			Begin Road, Tel Aviv-Yafo, Israel
			6618356,c/	o TMF Management and
			Accounting Services (Israel) Ltd
Acuant Mexico S de RL de CV 1	100%	Mexico	Lago Alberto 442 Int 403 Suit 572
			Col. Anahuac II Seccion
DataTools Pty Ltd	100%	Australia	Suite 1, Level 3, 62 Lygon Street,	Carlton South, Melbourne VIC 3053,
			Australia

GBG Annual Report and Accounts 2026

GovernanceStrategic report Financial statements

140

Notes to the consolidated financial statements continued

	Proportion of
	voting rights	Country of
	and shares held	incorporation	Registered office address
Green ID Limited 1	100%	New Zealand	Level 11 Sovereign House, 34-42
			Manners Street, WELLINGTON 6011,
			New Zealand
Hello Soda Inc 1	100%	United States	2300	Windy Ridge Parkway, Atlanta
			GA, 30339,	United States
IDology Inc 1	100%	United States	2300	Windy Ridge Parkway, Atlanta
			GA, 30339,	United States
IDscan Research Bilisim	100%	Türkiye	Mersin Universitesi Çiftlikköy
Teknolojileri Sanayi Ve Ticaret			Kampüsü, Teknopark İdari Bina No:
Limited Sirketi 1			106	Yenişehir – Mersin, Türkiye
Loqate Inc 1	100%	United States	2570	N. First Street, 2nd Floor, San
			Jose, CA 95131, United States
Loqate Ltd 1, 2	100%	United	The Foundation, Herons Way, Chester
		Kingdom	Business Park, Chester CH4 9GB
GBG Loqate (New Zealand)	100%	New Zealand	Level 11 Sovereign House, 34-42
Limited 4			Manners Street, WELLINGTON 6011,
			New Zealand
GBG Loqate (Australia) Pty Ltd 4	100%	Australia	Suite 1, Level 3, 62 Lygon Street,
			Carlton South, Melbourne VIC 3053,
			Australia
PT Fraud Solutions Indonesia 1	100%	Indonesia	Karinda Building, 2nd Floor, Suite 4,	RT/RW.004/002, JL.Palmerah Selatan
			No. 30A, Kel. Gelora, Kec. Tanah
			Abang, Central Jakarta, Indonesia
Verifi Identity Services Limited 1	100%	New Zealand	Level 5, 79 Queen Street, Auckland,
			1010,	New Zealand
Verifi International Limited 1	100%	New Zealand	Level 5, 79 Queen Street, Auckland,
			1010,	New Zealand
VIX Verify Global Pty Ltd 1	100%	Australia	Suite 1, Level 3, 62 Lygon Street,
			Carlton South, Melbourne VIC 3053,
			Australia
VIX Verify International Pty Ltd 1	100%	Australia	Suite 1, Level 3, 62 Lygon Street,
			Carlton South, Melbourne VIC 3053,
			Australia
Beijing GBG Information	100%	China	Room 308-2, 3rd Floor, Building 3, No.
Technology Co., Ltd 1			128	South 4th Ring West, Fengtai
			District, Beijing, China

GB Group plc hold branches in Germany and New Zealand, and the Group holds branches in

Australia.

	Proportion of
	voting rights	Country of
	and shares held	incorporation	Registered office address
GBG (Australia) Holding Pty Ltd	100%	Australia	Suite 1, Level 3, 62 Lygon Street,
			Carlton South, Melbourne VIC 3053,
			Australia
GBG (Australia) Pty Ltd 1	100%	Australia	Suite 1, Level 3, 62 Lygon Street,
			Carlton South, Melbourne VIC 3053,
			Australia
GBG (Europe) S.L.U. 1	100%	Spain	Calle Fernandez de la Hoz, 7. 28010,
			Madrid, Spain
GBG (Malaysia) Sdn Bhd 1	100%	Malaysia	Level 7 Menara Millenium, Jalan
			Damanlela Pusat Bandar, Damansara,
			Damansara Heights, 50490 Kuala
			Lumpur, Wilayah Persekutuan,
			Malaysia
GBG (Singapore) Pte Ltd 1	100%	Singapore	C/O S.S. Corporate Management Pte.
			Ltd, 138	Cecil Street, #12-01A Cecil
			Court,	069538	Singapore
GBG (Thai) Co. Ltd 1	100%	Thailand	7E1-16 and 8E1-16, 7th and 8th Floor,	No. 88 The Parq Building, Room No.
			Subdistrict, Khlong Toei District,	Ratchadaphisek Road, Khlong Toei
			Bangkok , 10110,		Thailand
GBG (US) Holdings LLC	100%	United States	2300	Windy Ridge Parkway, Atlanta
			GA, 30339,		United States
GBG ANZ Pty Ltd 1	100%	Australia	Suite 1, Level 3, 62 Lygon Street,	Carlton South, Melbourne VIC 3053,
			Australia
GBG Solutions Limited 2	100%	United	The Foundation, Herons Way, Chester
		Kingdom	Business Park, Chester CH4 9GB
GBG Tech Limited 2	100%	United	The Foundation, Herons Way, Chester
		Kingdom	Business Park, Chester CH4 9GB
GBG Tech Solutions Limited 2	100%	United	The Foundation, Herons Way, Chester
		Kingdom	Business Park, Chester CH4 9GB
GBG Technologies Limited 2	100%	United	The Foundation, Herons Way, Chester
		Kingdom	Business Park, Chester CH4 9GB
GBG Technology Limited 2	100%	United	The Foundation, Herons Way, Chester
		Kingdom	Business Park, Chester CH4 9GB
GBG Technology Solutions	100%	United	The Foundation, Herons Way, Chester
Limited 2		Kingdom	Business Park, Chester CH4 9GB

20. Investments continued

GBG Annual Report and Accounts 2026

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141

Notes to the consolidated financial statements continued

20. Investments continued

The Company accounts for its non-listed equity investments as financial instruments

designated at fair value through OCI. The Company holds the following non-listed equity

investments:

	Proportion of
	voting rights	Country of
	and shares held	incorporation	Registered office address
Name of company
CredoLab Pte Ltd	10.53%	Singapore	111	North Bridge Road #08-18,
			Peninsula Plaza, Singapore 179098
Prove Inc (formerly Payfone Inc.) 1, 3	0.32%	United States	215	Park Avenue South New York,
			NY 10003	United States

1 Held indirectly.

2 Dormant companies.

3 Held at zero value.

4 Name changed with Regulator during the year

21. Inventories

	2026	2025
	£’000	£’000
Finished goods	2,533	1,578
	2,533	1,578

An amount of £73,000 has been charged (2025: £36,000 credited) to the consolidated

statement of profit or loss in respect of movements in inventory write-downs. The cost of

inventory recognised as an expense was £3,022,000 (2025: £3,854,000).

22. Trade and other receivables

	2026	2025
	£’000	£’000
Current
Trade receivables	64,836	54,613
Allowance for unrecoverable amounts	(2,119)	(1,536)
Net trade receivables	62,717	53,077
Prepayments	9,641	10	,800
Accrued income	11,120		9,414
	83,478		73,291
Non-current
Prepayments	82		490
Accrued income	8,587		5,698
	8,669		6,188

Expected credit loss allowance for trade receivables

The Group applies the IFRS 9 simplified approach to measuring expected credit losses which

uses a lifetime expected loss allowance for all trade receivables and contract assets. To

measure the expected credit losses, trade receivables have been grouped based on shared

credit risk characteristics and days past due. The provision rates are based on days past due,

historical information relating to counterparty default rates and external credit ratings where

available. The historical loss rates are then adjusted for current and forward-looking

information on macroeconomic factors affecting the Group’s customers, such as inflation,

interest rates and economic growth rates. The following table provides an analysis of the

Group’s credit risk exposure on trade receivables using a provision matrix to measure expected

credit losses.

Trade Receivables

					Days past due
	Current		< 30 days	31 - 60 days	61 - 90 days	> 90 days	Total
	£’000		£’000	£’000	£’000	£’000	£’000
Gross carrying amount	46,07	4	11,166	2,731	1,022	3,843	64,836
Expected credit loss		(460)	(57)	(54)	(40)	(1,508)	(2,119)
Net carrying amount		45,614	11,109	2,677	982	2,335	62,7	17
% of total		73%	18%	4%	2%	4%		100%

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Notes to the consolidated financial statements continued

24. Equity share capital and share premium

			2026	2025
			£’000	£’000
Authorised
233,623,451	(2025:	252,635,475) ordinary shares of 2.5p each	5,841	6,316
Issued
Allotted, called up and fully paid			5,841	6,316
Share premium			8	4
			5,849	6,320

	2026	2025
	No.	No.
Number of shares in issue at 1 April	252,635,475	252,598,473
Shares purchased and cancelled during Share Buyback	(19,064,760)	-
Issued on exercise of share options	52,736	37,002
Number of shares in issue at 31 March	233,623,451	252,635,475

		2026				2025
	Share	Share		Share		Share
	Capital	Premium	Total	Capital		Premium	Total
	£’000	£’000	£’000	£’000		£’000	£’000
Number of shares in issue at 1 April	6,316	4	6,320	6,315	567	,581	573,896
Capital reduction	-	-	-	-		(567,581)	(567,581)
Shares purchased
and cancelled during share buyback	(476)	-	(476)	-		-	-
Consideration
received on exercise
of share options	1	4	5	1		4	5
Number of shares in issue at 31 March	5,841	8	5,849	6,316		4	6,320

22. Trade and other receivables continued

Expected credit loss allowance for trade receivables continued

Trade Receivables

				Days past due
	Current	< 30 days	31 - 60 days	61 - 90 days	> 90 days	Total
	£’000	£’000	£’000	£’000	£’000	£’000
Gross carrying amount	35,566	12,629	1,861	943	3,614	54,613
Expected credit loss	(153)	(79)	(15)	(151)	(1,138)	(1,536)
Net carrying amount	35,413	12,550	1,846	792	2,476	53,077
% of total	67%	24%	3%	1%	5%	100%

The expected credit loss disclosed above includes both expected credit loss and credit note

provisions.

Set out below is the movement in the allowance for expected credit losses of trade receivables

and credit note provisions:

	2026	2025
	£’000	£’000
Balance at 1 April	1,536	2,416
Increase in provision	1,562	180
Write-offs	(660)	(438)
Release	(344)	(590)
Foreign exchange	25	(32)
	2,119	1,536

Sensitivities

A change in the expected credit loss percentage applied to each ageing category of 1% would

increase/decrease the overall provision by £648,000 (2025: £546,000) at the year-end.

23. Cash and cash equivalents

	2026	2025
	£’000	£’000
Cash at bank and in hand	31,430	25,159

£349,000 (2025: £288,000) of cash is considered to be restricted as it is held by Commonwealth

Bank of Australia for the purposes of the bank guarantee over GBG offices in Australia.

Cash at bank earns interest at floating rates based on daily bank deposit rates.

GBG Annual Report and Accounts 2026

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143

Notes to the consolidated financial statements continued

24. Equity share capital and share premium continued

Capital reduction

On 22 August 2024, the Company completed a capital reduction exercise under section 641 of

the Companies Act 2006. As a result, the entire share premium balance at that date of

£567,581,000 was cancelled and created an accumulated profit within the Company’s profit

and loss account and now constitutes a distributable reserve.

Share Buyback

On 25 April 2025, the Company announced a Share Buyback programme up to a total value of

£10 million that was completed on 6 June 2025. An additional programme up to a value of £25

million was also announced on 23 July 2025 and extended to £35 million on 25 November 2025.

On 30 March 2026, the Share Buyback programmes were completed with £45.4 million spent

and 19,064,760 shares purchased and subsequently cancelled. This includes £0.4 million of

associated costs, with £0.2 million of the total Share Buyback costs included in accruals at 31

March 2026. Post period end, an additional programme up to a value of £10 million has been

announced.

Share Forfeiture

Under Article 43 of GBG’s Articles of Association if, for a period of at least 12 years, the

Company has been unable to trace a shareholder and dividends have remained uncashed, the

shares will be forfeited. Those shares become an asset of the Company and can be sold on the

open market, with the net proceeds being ‘employed in the business of the Company or

invested in such investments as the Board may think fit’.

Following an extensive exercise in conjunction with the Company’s Registrar to trace missing

shareholders, in September 2025 unclaimed dividends totalling £2,000 were repaid to the

Company (August 2024: £2,000). The receipt from unclaimed dividends has been recognised

directly in retained earnings.

25. Loans and borrowings

Bank loans

On 26 March 2026, the Group refinanced its existing £175,000,000 multicurrency revolving

credit facility. This facility is now due to expire in September 2030 with two one-year extension

options and includes an Accordion Facility of £75,000,000. Total fees incurred in relation to

the extension were £1,727,000 which included an arrangement fee of £1,400,000. Loan

arrangement fees have been netted off the loan balance.

During the year to 31 March 2026, the Group drew down an additional AUD$14,000,000 and

£51,000,000 and made repayments of USD$13,000,000 (£9,730,000, AUD$7,500,000

(£3,878,000) and £5,000,000. The outstanding balance on the loan facility at 31 March 2026

was £111,576,000 (2025: £73,685,000) representing £46,000,000 in GBP (2025: £nil),

$6,500,000 in AUD (2025: $nil) and $82,000,000 in USD (2025: $95,000,000).

The debt bears an interest rate of Sterling Overnight Index Average (SONIA) for GBP drawdowns,

Secured Overnight Financing Rate (SOFR) for USD drawdowns or the Australian Bank Bill Swap

Reference Rate (BBSW), administered by ASX Benchmarks Pty Limited for AUD drawdowns plus a

margin of between 1.6% and 2.6% depending on the Group’s current leverage position.

Post refinancing, the loan is an unsecured facility.

	2026		2025
	£’000		£’000
Opening bank loan	72,931		101,115
New borrowings	57,976		10,000
Agency fee paid	(35)		(35)
Loan fees paid for extension	(1,727)		-
Repayment of borrowings	(18,608)		(36,699)
Amortisation of loan fees	789		341
Foreign currency translation adjustment	(1,477)		(1,791)
Closing bank loan	109,849		72,9	31
Analysed as:
Amounts falling due within 12 months	-		-
Amounts falling due after one year	109,849		72,931
	109,849		72,931
Analysed as:
Bank loans	111,576		73,685
Unamortised loan fees	(1,727)		(754)
	109,849	72,9	31 

26. Lease liabilities

	2026	2025
	£’000	£’000
At 1 April	1,326	1,711
Additions	3,279	646
Disposals	-	(10)
Acquired on acquisition (note 16)	280
Accretion of interest	148	80
Payments	(1,306)	(1,071)
Foreign currency adjustment	39	(30)
At 31 March	3,766	1,326
Analysed as:
Amounts falling due within 12 months	1,439	794
Amounts falling due after one year	2,327	532
	3,766	1,326

GBG Annual Report and Accounts 2026

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144

Notes to the consolidated financial statements continued

Long-service award

The Group provides long service awards, providing employees with a benefit after they attain a

set period of service with the Group, for example 10 or 20 years. For these benefits, IAS 19

requires a liability to be held on the Group’s balance sheet.

	2026	2025
	£’000	£’000
At 1 April	615	451
Service cost	100	204
Benefits taken	(82)	(50)
Actuarial gain during the year	(82)	(7)
Net interest charge	30	17
At 31 March	581	615

The following table lists the inputs to the valuation of the long service award for the years

ended 31 March 2026 and 31 March 2025.

	2026	2025
Discount rate (%)	4.9	4.9
Salary increases (%)	3.3	3.7
Employee turnover (% probability of leaving depending on age)	3 - 46%	3 - 46%

Other provision

A pre-acquisition provision of £429,000 has been recognised as part of the Data Tools Pty Ltd

acquisition for potential claims that may be made as a result of the Transaction.

A £137,000 provision has been recognised with regards to certain employee related benefits

for employees in Mexico.

27. Trade and other payables

		2026	2025
		£’000	£’000
Trade payables		13,493	12,598
Other taxes and social security costs		5,449	4,164
Accruals	30	,530	27,767
		49,472	44,529

28. Provisions

	2026	2025
	£’000	£’000
Current:
Other provision (see next page)	429	-
Non-current:
Provisions can be analysed as follows:
Dilapidation provision (see below)	387	346
Long service award (see below)	581	615
Other provision	137	-
	1,105	961
Dilapidation provision
At 1 April	346	290
Acquired on acquisition (note 16)	39
Provided in year	-	57
Foreign exchange adjustment	2	(1)
Closing balance	387	346

This provision relates to the estimated cost of restoration work required upon termination of

leasehold property agreements. The main uncertainty relates to estimating the cost that will

be incurred at the end of the lease. The timing of the outflows is not expected to occur in the

following 12 months and as such has been disclosed as a non-current liability. The Group do

not expect the final payments to differ materially from those amounts provided.

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145

Notes to the consolidated financial statements continued

29. Financial instruments and risk management

The Group’s activities expose it to a variety of financial risks including: market risk (including foreign

currency risk and cash flow interest rate risk), credit risk, liquidity risk and capital management. The

Group’s overall risk management programme considers the unpredictability of financial markets and

seeks to reduce potential adverse effects on the Group’s financial performance. The Group does not

currently use derivative financial instruments to hedge foreign exchange exposures.

Credit risk

Credit risk is managed on a Group basis except for credit risk relating to accounts receivable

balances which each entity is responsible for managing. Credit risk arises from cash and cash

equivalents, as well as credit exposures from outstanding customer receivables. Management

assesses the credit quality of the customer, taking into account its financial position, past

experience and other factors. For those sales considered higher risk, the Group operates a policy

of cash in advance of delivery. The Group regularly monitors its exposure to bad debts in order to

minimise exposure. Credit risk from cash and cash equivalents is managed via banking with

well-established banks with a strong credit rating.

The maximum exposure to credit risk at the reporting dates is the carrying value of each class

of financial assets as disclosed in note 22.

Foreign currency risk

The Group’s foreign currency exposure arises from:

– Transactions (sales/purchases) denominated in foreign currencies;

– Monetary items (mainly cash receivables and borrowings) denominated in foreign currencies;

and

– Investments in foreign operations, whose net assets are exposed to foreign currency

translation.

The Group has currency exposure on its investments in foreign operations in the United States

of America. In terms of sensitivities, the effect on equity of a 10% increase in the US Dollar and

Sterling exchange rate would be an increase in equity of £4,414,000 (2025: £5,606,000

increase). The effect on equity of a 10% decrease in the US Dollar and Sterling exchange rate

would be a decrease of £5,395,000 (2025: £6,852,000 decrease).

The Group has currency exposure on its investments in foreign operations in Australia. In

terms of sensitivities, the effect on equity of a 10% increase in the Australian Dollar and Sterling

exchange rate would be a decrease of £5,370,000 (2025: £4,362,000 decrease). The effect on

equity of a 10% decrease in the Australian Dollar and Sterling exchange rate would be an

increase of £6,563,000 (2025: £5,332,000 increase).

The Group has currency exposure on its investments in foreign operations in New Zealand. In

terms of sensitivities, the effect on equity of a 10% increase in the New Zealand Dollar and

Sterling exchange rate would be a decrease of £178,000 (2025: £82,000 decrease). The effect

on equity of a 10% decrease in the New Zealand Dollar and Sterling exchange rate would be an

increase of £218,000 (2025: £100,000 increase).

The exposure to transactional foreign exchange risk within each company is monitored and

managed at both an entity and a Group level. The following table demonstrates the sensitivity

of the Group’s foreign currency exposure on the net monetary position at 31 March 2026:

Foreign Currency
Exposure - Group	USD Rate	EUR Rate	AUD Rate	MYR Rate	CNY Rate	NZD Rate	THB Rate	IDR Rate
Change in rate	10%	10%	10%	10%	10%	10%	10%	10%
Effect on profit
before tax
(£’000s)	415	15	(272)	(2)	18	(215)	(75)	70
Change in rate	(10%)	(10%)	(10%)	(10%)	(10%)	(10%)	(10%)	(10%)
Effect on profit
before tax
(£’000s)	(507)	(19)	333	2	(23)	262	91	(85)

The Group’s exposure to foreign currency changes for all other currencies is not material.

Cash flow interest rate risk

The Group has financial assets and liabilities, which are exposed to changes in market interest

rates. Changes in interest rates impact primarily on deposits and loans by changing their future

cash flows (variable rate). Management does not currently have a formal policy of determining

how much of the Group’s exposure should be at fixed or variable rates and the Group does not

use hedging instruments to minimise its exposure. However, at the time of taking new loans or

borrowings, management uses its judgement to determine whether it believes that a fixed or

variable rate would be more favourable for the Group over the expected period until maturity.

In terms of sensitivities, the effect on profit before taxation of an increase/decrease in the basis

points on floating rate borrowings of 25 basis points would be £288,000 (2025: £186,000).

GBG Annual Report and Accounts 2026

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146

Notes to the consolidated financial statements continued

Liquidity risk

Cash flow forecasting is performed on a Group basis by the monitoring of rolling forecasts of

the Group’s liquidity requirements to ensure that it has sufficient cash to meet operational

needs and surplus funds are placed on deposit and available at very short notice. The maturity

date of the Group’s loans are disclosed in note 25.

The table below summarises the maturity profile of the Group’s financial liabilities based on

contractual undiscounted payments and includes contractual interest payments:

		Less than
	On demand	12 months	1 to 5 years	Total
Year ended 31 March 2026	£’000	£’000	£’000	£’000
Loans (note 25)	-	-	111,576	111,576
Lease liabilities (note 26)	-	1,560	2,458	4,018
Trade and other payables (note 27)	18,942	30,530	-	49,472
	18,942	32,090	114,034	165,066

				Less than
		On demand		12 months		1 to 5 years		Total
Year ended 31 March 2025		£’000		£’000		£’000		£’000
Loans (note 25)		-		-	7	3,685		73,685
Lease liabilities (note 26)		-		836		550		1,386
Trade and other payables (note 27)	16,7	62	2	7,767		-	44,52	9
	16,76	2		28,603		74,235		119,600

The balances above represent the contractual undiscounted amounts and therefore will differ

from the amounts presented in the consolidated balance sheet (which are discounted).

The above loan balance is net of any interest expected to be charged since it relates to a RCF

facility with no fixed repayments with interest payable monthly.

If there were no additional drawdowns and repayments over the life of the loan then the

estimated interest to be paid, based on the interest rates applicable at the year-end would be

£23,420,000 to the termination date of 30 September 2030 (£10,297,000 to the termination

date of 31 July 2027).

Capital management

The Group manages its capital structure in order to safeguard the going concern of the Group

and maximise shareholder value. The capital structure of the Group consists of debt, which

includes loans disclosed in note 25, cash and cash equivalents disclosed in note 23 and equity

attributable to equity holders of the Company, comprising issued capital disclosed in note 24,

reserves and retained earnings disclosed in the Consolidated Statement of Changes in Equity.

The Group may maintain or adjust its capital structure by adjusting the amount of dividend paid to

shareholders, returning capital to shareholders, issuing new shares or selling assets to reduce debt.

In order to achieve this overall objective, the Group’s capital management, amongst other things,

aims to ensure that it meets financial covenants attached to borrowings. Breaches in meeting the

financial covenants would permit the bank to immediately recall loans and borrowings. There have

been no breaches in the financial covenants of any borrowings in the current period.

No changes were made in the objectives, policies or processes for managing capital during the

years ended 31 March 2026 and 31 March 2025.

On 25 April 2025, a share buyback programme started to purchase ordinary shares of 2.5

pence each in the capital of the Company within certain pre-set parameters. The programme

has been subsequently extended on 23 July 2025 and 25 November 2025 up to a maximum

amount of £45 million (the “share buyback”). Further details are provided in note 24.

Financial instruments: classification and measurement

Set out below is an overview of financial instruments, held by the Group at 31 March:

		2026				2025
		Fair value				Fair value
	Loans and	through profit	Fair value	Loans and		through profit	Fair value
	receivables	or loss	through OCI	receivables		or loss	through OCI
	£’000	£’000	£’000	£’000		£’000	£’000
Financial assets:
Trade and other receivables	73,837	-	-	62,491		-	-
Cash and cash
equivalents	31,430	-	-	25,15		9	-	-
Total current	105,267	-	-	87	,650	-	-
Investments	-	-	1,888	38		-	1,888
Trade and other receivables	8,587			5,698		-	-
Total non current	8,587	-	1,888	5,736		-	1,888
Total	113,854	-	1,888	93,386		-	1,888
Financial liabilities:
Lease liabilities	2,327	-	-	532		-	-
Loans	111,576	-	-	73,685		-	-
Total non-current	113,903	-	-	7	4,217	-	-
Trade and other payables	44,023	-	-	40,36	5	-	-
Lease liabilities	1,439	-	-		794	-	-
Total current	45,462	-	-		41,159	-	-
Total	159,365	-	-		115,376

All financial assets and liabilities have a carrying value that approximates to fair value. The

Group does not have any derivative financial instruments at the year end.

29. Financial instruments and risk management continued

GBG Annual Report and Accounts 2026

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147

Notes to the consolidated financial statements continued

29. Financial instruments and risk management continued

Financial assets

Trade and other receivables exclude the value of any prepayments.

Cash at bank and in hand earns interest at floating rates based on daily bank deposit rates.

Trade receivables are non-interest bearing and are generally on 14 to 60-day terms.

Financial liabilities

Trade and other payables exclude the value of other taxes and social security costs and

deferred income.

The Group has a multi-currency revolving credit facility agreement expiring in September 2030,

which is subject to a limit of £175,000,000 and an Accordion Facility of £75,000,000. The debt

bears an interest rate of Sterling Overnight Index Average (SONIA) for GBP drawdowns, Secured

Overnight Financing Rate (SOFR) for USD drawdowns or the Australian Bank Bill Swap Reference

Rate (BBSW), administered by ASX Benchmarks Pty Limited for AUD drawdowns plus a margin of

between 1.6% and 2.6% depending on the Group’s current leverage position.

The facilities are secured by way of an all asset debenture.

The Group is subject to a number of covenants in relation to its borrowings which, if breached,

would result in loan balances becoming immediately repayable. These covenants specify

certain maximum limits in terms of the following:

– Leverage

– Interest cover

At 31 March 2026 and 31 March 2025, the Group was not in breach of any bank covenants.

Financial liabilities: interest bearing loans and borrowings

	Interest rate		2026	2025
	%	Maturity	£’000	£’000
Non-current interest-bearing
loans and borrowings
£175,000,000 1 multi-currency
revolving credit facility	Variable 2	September 2030	111,576	73,685
Total non-current interest- bearing loans and borrowings			111,576	7	3,685
Total interest-bearing loans and borrowing			111,576		73,685

1 The Group also has access to a £75,000,000 Accordion Facility.

2 The debt bears an interest rate of Sterling Overnight Index Average (SONIA) for GBP drawdowns, Secured Overnight

Financing Rate (SOFR) for USD drawdowns or the Australian Bank Bill Swap Reference Rate (BBSW), administered by ASX

Benchmarks Pty Limited for AUD drawdowns plus a margin of between 1.6% and 2.6% depending on the Group’s current

leverage position.

Fair values of financial assets and liabilities

The Group classifies fair value measurement using a fair value hierarchy that reflects the

significance of inputs used in making measurements of fair value. The fair value hierarchy has

the following levels:

– Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities;

– Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the

asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and

– Level 3 - Inputs for the asset or liability that are not based on observable market data

(unobservable inputs).

For financial instruments that are recognised at the fair value on a recurring basis, the Group

determines whether transfers have occurred between levels in the hierarchy by re-assessing

categorisation (based on the lowest level input that is significant to the fair value measurement

as a whole) at the end of each reporting period.

		Level 1	Level 2	Level 3	Total
At 31 March 2026	Valuation Technique	£’000	£’000	£’000	£’000
Financial asset at fair value through other comprehensive income
Investment in CredoLab Pte Ltd
(note 20)	Market-based approach	-	-	1,888	1,888

		Level 1	Level 2	Level 3	Total
At 31 March 2025	Valuation Technique	£’000	£’000	£’000	£’000
Financial asset at fair value through other comprehensive income
Investment in CredoLab Pte Ltd
(note 20)	Market-based approach	-	-	1,888	1,888

There were no transfers between levels during the period.

The fair value of non-listed equity investments is determined using the market-based

approach. Factors considered include movement in exchange rates, similar share transactions

and revenue performance.

There were no changes to the valuation techniques during the period.

GBG Annual Report and Accounts 2026

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148

Notes to the consolidated financial statements continued

31. Share-based payments

The Group operates Executive Share Option Schemes under which Executive Directors,

managers and team members of the Company are granted options over shares. The charge

recognised from equity-settled share-based payments in respect of employee services

received during the year is £4,442,000 (2025: £5,078,000). This is inclusive of any associated

employer taxes which is recognised within accruals rather than retained earnings.

Executive Share Option Scheme

Options are granted to Executive Directors and employees on the basis of their performance.

Options are granted at the full market value of the Company’s shares at the time of grant and

are exercisable between three and ten years from the date of grant. The options vest on the

third anniversary of the grant subject to the Company’s earnings per share (‘EPS’) growth being

greater than the growth of the Retail Prices Index (‘RPI’) over a three-year period prior to the

vesting date. There are no cash settlement alternatives.

GBG Sharesave Scheme

The Group has a savings-related share option plan, under which employees save on a monthly

basis, over a three or five year period, towards the purchase of shares at a fixed price

determined when the option is granted. This price is usually set at a 20% discount to the

market price at the time of grant. The option must be exercised within six months of maturity

of the savings contract, otherwise it lapses.

Performance Share Plan (‘PSP’)

The Group operates a PSP for all employees, but it is intended that awards are made to senior

management team members below the Executive Director level. The plan was approved at the

2018 AGM. Awards are subject to a three-year EPS performance condition. Employees can be

granted awards with an aggregate value on date of grant of up to 100% of base salary. The

awards are subject to malus and clawback.

In the year to 31 March 2023, the Remuneration Committee agreed to amend the PSP to allow

Executive Directors to participate in the Share Plan. The plan was approved at the 2022 AGM.

Executive Directors can be granted awards of £nil cost options with an aggregate value on date

of grant of up to 225% of base salary (or 400% in exceptional circumstances). The awards are

subject to a two-year holding period from the date of vesting and malus and clawback.

For Performance Share Plan awards granted after 31 March 2020, 75% of the awards are subject

to the Adjusted EPS growth targets. The remaining 25% are subject to a TSR measure against

the peer group (FTSE 250). 25% of the TSR element vests at the median performance against

the peer group and 100% of award vests at upper quartile, i.e. the 75th percentile.

30. Changes in liabilities arising from financing activities

					Foreign
					exchange	Other	New
		01/04/2025	Cash flows		movement	movement	leases	31/03/2026
		£’000	£’000		£’000	£’000	£’000	£’000
Current liabilities
Lease liabilities		794	(1,306)		-	1,951	-	1,439
Non-current
liabilities
Interest bearing
loans		72,931	3	9,368	(1,477)	(973)	-	109,849
Lease liabilities		532		-	39	(1,523)	3,279	2,327
Total liabilities
arising from financing activities	7	4,257		38,062	(1,438)	(545)	3,279	113,615

Other movement in interest bearing loans represents amortisation of those loan fees.

Other movement in lease liabilities includes interest, disposals and the reclassification of

non-current lease liabilities to current lease liabilities.

			Foreign
			exchange	Other
	01/04/2024	Cash flows	movement	movement	New leases		31/03/2025
	£’000	£’000	£’000	£’000	£’000		£’000
Current liabilities
Lease liabilities	836	(1,071)	-	1,029	-		794
Non-current
liabilities
Interest bearing
loans	101,115	(26,699)	(1,791)	306	-		72,931
Lease liabilities	875	-	(30)	(949)	636		532
Total liabilities
arising from financing activities	102,826	(27,770)	(1,821)	386	636	7	4,257

Other movement in interest bearing loans represents additional loan fees paid during the year

and amortisation of loan fees.

Other movement in lease liabilities includes interest, disposals and the reclassification of

non-current lease liabilities to current lease liabilities.

GBG Annual Report and Accounts 2026

GovernanceStrategic report Financial statements

149

Notes to the consolidated financial statements continued

31. Share-based payments continued

Performance Share Plan (‘PSP’) continued

For Performance Share Plan awards granted after 31 March 2024, 50% of the awards are

subject to the Adjusted EPS growth targets. The remaining 50% are subject to a TSR measure

against the peer group (FTSE 250). 25% of the TSR element vests at the median performance

against the peer group and 100% of award vests at upper quartile, i.e. the 75th percentile.

Restricted Share Plan (RSP)

In the year ended 31 March 2023, the Remuneration Committee introduced the RSP. The RSP’s

primary purpose is to incentivise and retain selected participants below Board level. The plan

was approved at the 2022 AGM. Awards are subject to a three-year period of service. Employees

can be granted awards with an aggregate value on date of grant of up to 100% of base salary. The

awards are subject to malus and clawback.

The following table illustrates the number and weighted average exercise prices (‘WAEP’) of,

and movements in, share options during the year.

	2026	2026	2025		2025
	No.	WAEP	No.		WAEP
Outstanding as at 1 April	8,528,860	67.38p	7,742,891		76.30p
Granted during the year	3,882,533	36.50p	3,346,446		59.99p
Forfeited during the year	(1,624,133)	40.50p	(1,947,204)		53.89p
Cancelled during the year	(421,314)	334.04p 1	(266,948)		414.57p 2
Exercised during the year	(775,071)	2.95p	(346,325)		3.59p
Outstanding at 31 March	9,590,875	52.95p	8,528,860		67.38p
Exercisable at 31 March	815,970	117.89p	314,28	7	208.75p

1 During FY26, the weighted average share price at the date of exercise for the options exercised was 231.81p

2 During FY25, the weighted average share price at the date of exercise for the options exercised was 332.31p

For the shares outstanding as at 31 March 2026, the weighted average remaining contractual

life is 7.0 years (2025: 6.8 years).

The weighted average fair value of options granted during the year was 140.10p (2025: 251.2p).

The range of exercise prices for options outstanding at the end of the year was 2.5p – 885.0p

(2025: 2.5p - 885.0p).

Equity-settled share-based payments are measured at fair value at the date of grant. The fair

value determined at the grant date of the equity-settled share-based payments is expensed

over the vesting period. Non-market-based vesting conditions are measured using the binomial

model; the expense is adjusted based on the Company’s estimate of shares that will eventually

vest. Market-based vesting conditions are measured using the Monte Carlo model, taking into

account the terms and conditions upon which the options were granted. The following table lists

the inputs to the model for the years ended 31 March 2026 and 31 March 2025.

	2026	2025
Dividend yield (%)	2.0	1.2
Expected share price volatility (%)	43 - 49	45 - 49
Risk-free interest rate (%)	3.9 - 4.1	3.8 - 4.0
Lapse rate (%)	5.0 – 10.0	5.0 – 10.0
Expected exercise behaviour	See below	See below
Expected life of option (years)	3.0 - 5.1	3.0 - 5.1
Exercise price (p)	2.50 - 220.0	2.50 - 336.0
Weighted average share price (p)	231.81	332.31

Other than the PSP, RSP and Sharesave options, it is assumed that 50% of options will be

exercised by participants as soon as they are 20% or more ‘in-the-money’ (i.e. 120% of the

exercise price) and the remaining 50% of options will be exercised gradually at the rate of 10%

per annum each year they remain at or above the 20% ‘in-the-money’.

For PSP and Sharesave options, it is assumed these are exercised at the earliest opportunity in

full (i.e. vesting date) since the exercise price is a nominal amount and is therefore not expected

to influence the timing of a participant’s decision to exercise the options.

Volatility has been determined using statistical analysis of the Group’s share price over a three or

five-year period preceding the grant date. The expected volatility reflects the assumption that the

historical volatility is indicative of future trends, which may not necessarily be the actual outcome.

GBG Annual Report and Accounts 2026

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150

Notes to the consolidated financial statements continued

32. Description of reserves

Equity share capital

The balance classified as share capital includes the nominal value on issue of the Company’s

equity share capital, comprising 2.5p ordinary shares.

Share premium

The balance classified as share premium includes the excess proceeds over the nominal

amount received on the issue of the Company’s equity share capital less any capital

reductions. Costs associated with the issue of new share capital have been offset against this

balance.

Merger reserve

The balance on the merger reserve represents the fair value of the consideration given in

excess of the nominal value of the ordinary shares issued in the acquisition of GB Mailing

Systems Limited, Investigate 2020 Ltd, Acuant Intermediate Holding Corp and Verifi Identity

Services Limited by the issue of shares.

Capital redemption reserve

The balance classified as capital redemption reserve includes the nominal value of own shares

purchased back by the Company and subsequently cancelled.

Foreign currency translation reserve

The balance on the foreign currency translation reserve represents the accumulated balance

on the translation of foreign subsidiaries and intercompany loans classified as part of the net

investment in a foreign operation previously recognised through other comprehensive income.

Treasury shares

The treasury share reserve represents the weighted average cost of the shares in GB Group plc

purchased in the open market and held by the GB Group Employee Benefit Trust (EBT) to

satisfy existing share options under the Group’s long-term incentive plans. During the year,

400,000 shares (2025: 740,000) were purchased by the EBT at an average price of £2.37

(2025: £3.17). 693,741 shares (2025: 301,158) with an attributable cost of £2.78 (2025: £3.32)

were issued to employees in satisfying share options that were exercised.

	2026	2025
	£’000	£’000
At 1 April	1,473	127
Own shares purchased	946	2,347
Shares issued to employees in satisfaction of share options	(1,929)	(1,001)
At 31 March	490	1,473

Retained earnings

Retained earnings are made up of accumulated reserves.

33. Related party transactions

Transactions between the Company and its subsidiaries, which are related parties, have been

eliminated on consolidation and are not disclosed in this note.

There were no other related party transactions entered into, or outstanding at 31 March 2026

or 31 March 2025.

Compensation of key management personnel (including Directors)

	2026	2025
	£’000	£’000
Short-term employee benefits	2,379
Fair value of share options awarded	900	1,254
	3,279	1,254

34. Post balance sheet events

On 1 April 2026, the Company announced a Share Buyback programme to a total value of

£10 million.

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.

GBG Annual Report and Accounts 2026

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151

Company balance sheet

As at 31 March 2026

Note

2026

£’000

2025

£’000

Assets

Non-current assets

Goodwill C6 99,858 99,858

Intangible assets C7 2,888 6,459

Property, plant and equipment C8 934 534

Right-of-use assets C9 2,413 562

Investments C10 421,742 585,526

Intercompany loans C17 5,754 4,825

Deferred tax asset C11 1,556 546

535,145 698,310

Current assets 

Inventories 188 165

Trade and other receivables C12 41,647 36,214

Cash and cash equivalents C13 9,187 12,204

51,022 48,583

Total assets 586,167 746,893

Equity and liabilities 

Capital and reserves 

Equity share capital C14 5,841 6,316

Share premium C16 8 4

Merger reserve C16 99,999 99,999

Capital redemption reserve C16 479 3

Other reserves C16 4,489 4,489

Retained earnings C16 341,252 548,393

Total equity attributable to equity holders of the

Parent 452,068 659,204

Non-current liabilities 

Loans and borrowings C17 44,273 -

Intercompany loans C17 17,682 21,608

Lease liabilities C18 1,795 176

Deferred revenue 158 283

Provisions C19 670 687

Deferred tax C11 - 85

64,578 22,839

Current liabilities 

Trade and other payables C20 30,845 26,064

Deferred revenue 37,347 35,934

Lease liabilities C18 673 391

Current tax 656 2,461

69,521 64,850

Total liabilities 134,099 87,689

Total equity and liabilities 586,167 746,893

During the year the Company made a loss of £155 ,072, 000 (2025: profit of £21,370,000).

The financial statements on pages 152 to 153 were approved by the Board of Directors on 2

June 2026 and signed on its behalf.

D Dhiman – Director

D Ward – Director

Registered in England number 2415211

Note

2026

£’000

2025

£’000

GBG Annual Report and Accounts 2026

GovernanceStrategic report Financial statements

152

Company statement of changes in equity

Note

Equity share

capital

£’000

premium

£’000

Merger

reserve

£’000

Capital

redemption

reserve

£’000

Other

reserves

£’000

(Accumulated

losses)/

retained

earnings

£’000

Total

equity

£’000

Balance at 1 April 2024 6,315 567,581 99,999 3 4,489 (34,940) 643,447

Profit for the period - - - - - 21,370 21,370

Other comprehensive expense - - - - - 500 500

Total comprehensive expense for the period - - - - - 21,870 21,870

Issue of share capital C14 1 4 - - - - 5

Capital reduction C16 - (567,581) - - - 567,581 -

Share-based payments charge - - - - - 4,337 4,337

Tax on share options - - - - - 142 142

Net share forfeiture refund C14 - - - - - 2 2

Equity dividend C15 - - - - - (10,599) (10,599)

Balance at 31 March 2025 6,316 4 99,999 3 4,489 548,393 659,204

Loss for the period - - - - - (155,072) (155,072)

Other comprehensive expense - - - - - - -

Total comprehensive income for the period - - - - - (155,072) (155,072)

Issue of share capital C14 1 4 - - - - 5

Share buyback C16 (476) - - 476 - (45,381) (45,381)

Share-based payments charge - - - - - 4,361 4,361

Tax on share options - - - - - (124) (124)

Net share forfeiture receipt C14 - - - - - 2 2

Equity dividend C15 - - - - - (10,927) (10,927)

Balance at 31 March 2026 5,841 8 99,999 479 4,489 341,252 452,068

GBG Annual Report and Accounts 2026

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153

C1. Corporate information

GB Group plc (‘the Company’) provides identity data intelligence products and services

helping organisations recognise and verify all elements of an individual’s identity at key

interactions in their business processes. The nature of the Company’s operations and its

principal activities are set out in the Financial Review.

The Company is a public company limited by shares incorporated and domiciled in the United

Kingdom and is listed on the London Stock Exchange with its ordinary shares traded on the Main

Market. The company registration number is 02415211. The address of its registered office is The

Foundation, Herons Way, Chester Business Park, Chester, CH4 9GB. A list of the investments in

subsidiaries, including the name, country of incorporation, registered office address and

proportion of ownership interest is given in note 20.

These consolidated financial statements have been approved for issue by the Board of

Directors on 2 June 2026.

The Company’s financial statements are included in the consolidated financial statements of

GB Group plc. As permitted by section 408 of the Companies Act 2006, the profit and loss

account of the Company is not presented.

C2. Accounting policies

C2.1 Basis of preparation

The separate financial statements of the Parent Company have been prepared in accordance with

Financial Reporting Standard 101 Reduced Disclosure Framework (‘FRS 101’) and in accordance with

applicable accounting standards. In preparing these financial statements, the Company applies the

recognition, measurement and disclosure requirements of UK-adopted international accounting

standards, as applied in accordance with the provisions of the Companies Act 2006 (‘Adopted

IFRSs’) with the exception of applying the true and fair override with regards to the non-

amortisation of goodwill as required by IFRS 3. See note C6 for details of the impact of this

departure. The Company has taken advantage of the following disclosure exemptions:

In these financial statements, the Company has applied the exemptions available under FRS 101

in respect of the following disclosures:

– Certain disclosures required by IAS 7 - Statement of cash flows in respect of preparing a

Cash Flow Statement and related notes;

– Certain disclosures required by IAS 1 - Presentation and disclosure in financial statements in

respect of comparative period reconciliations for share capital, tangible assets and

intangible assets;

– Certain disclosures required by IAS 24 - Related party disclosures in respect of transactions

with wholly owned subsidiaries;

– Certain disclosures required by IFRS 7 - Financial instruments: disclosure in respect of

disclosures in respect of capital management;

– Certain disclosures required by IAS 8 - IFRSs issued but not effective in respect of the

effects of new but not yet effective IFRSs; and

– Certain disclosures required by IAS 24 - Related party disclosures in respect of disclosures

of the compensation of Key Management Personnel.

As the consolidated financial statements of the Group include the equivalent disclosures, the

Company has also taken the exemptions under FRS 101 available in respect of the following

disclosures:

– Certain disclosures required by IAS 36 Impairment of assets in respect of the impairment of

goodwill and indefinite life intangible assets;

– Certain disclosures required by IFRS 15 Revenue from contracts with customers in respect of

disaggregation of revenue and performance obligations;

– Certain disclosures required by IFRS 2 Shared-based payments in respect of equity settled

share-based payments;

– Certain disclosures required by IFRS 3 Business combinations in respect of business

combinations undertaken by the Company; and

– Certain disclosures required by IFRS 13 Fair value measurement and the disclosures required

by IFRS 7 Financial Instrument Disclosures.

The Company financial statements have been prepared under the historical cost convention,

modified in respect of the revaluation of financial assets and liabilities at fair value and are presented

in Pounds Sterling and all values are rounded to the nearest thousand pounds (£’000) except where

otherwise indicated. As disclosed in the accounting policies in note 2 of the consolidated financial

statements, they have been prepared on a going concern basis under the historical cost convention,

modified in respect of the revaluation of financial assets and liabilities at fair value.

C2.2 Material accounting policies

The material accounting policies adopted are the same as those set out in note 2 to the

consolidated financial statements with the exception of:

Investment in subsidiaries

Investments in subsidiaries are held at cost, less provision for impairment. Annually, the Directors

consider whether any events or circumstances have occurred that could indicate that the carrying

amount of the investment may not be recoverable. If such circumstances do exist, a full impairment

review is undertaken to establish whether the carrying amount exceeds the higher of net realisable

value or value in use. If this is the case, an impairment charge is recorded to reduce the carrying

amount of the related investment.

The accounting policies have been applied consistently throughout the year.

C2.3 Judgements and key sources of estimation uncertainty

The preparation of financial statements in conformity with FRS 101 requires the use of certain critical

accounting estimates. It also requires management to exercise their judgement in the process of

applying the Company’s accounting policies. The areas involving a higher degree of judgement or

complexity, or areas where assumptions and estimates are significant to the financial statements are

the same for the Company as they are for the Group with the exception of the following:

Impairment of investments in subsidiary undertakings

The Company tests for impairment of investments where there are indicators that the carrying

value exceeds the recoverable value.

Notes to the Company financial statements

GBG Annual Report and Accounts 2026

GovernanceStrategic report Financial statements

154

Notes to the Company financial statements continued

C5. Team member costs and Directors’ emoluments

a) Team member costs (including Directors)

2026

£’000

2025

£’000

Wages and salaries 43,631 44,702

Social security costs 6,535 5,807

Other pension costs 1,683 1,701

Share-based payments 2,964 2,970

54,813 55,180



2026

No.

2025

No.

Sales and marketing 271 289

Technology 136 136

General and administration 118 114

525 539

b) Directors’ Emoluments The remuneration of Executive Directors for both the Company and

the Group are disclosed in note 8 of the Consolidated Financial Statements for the Group.

C6. Goodwill

2026

£’000

2025

£’000

Cost

At 1 April 105,970 105,970

At 31 March 105,970 105,970



Provision for impairment 

At 1 April 6,112 6,112

At 31 March 6,112 6,112



Net book value 

At 31 March 99,858 99,858

Goodwill arose on the acquisition of ID Scan Biometrics Limited (included in Identity – EMEA CGU),

Postcode Anywhere (Holdings) Limited (included in Location CGU) and Investigate 2020 Ltd

(included in Fraud – Investigate CGU). Under FRS 101 goodwill is not amortised and is tested

annually for impairment. The non-amortisation of goodwill conflicts with paragraph 22 of Schedule

1 to ‘The Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations

2008 (SI 2008/410), which requires acquired goodwill to be written off over its useful economic life.

As such, the non-amortisation of goodwill is a departure, for the overriding purpose of giving a true

and fair view, from the requirement of paragraph 22 of Schedule 1 to the Regulations.

C2. Accounting policies continued

C2.3 Judgements and key sources of estimation uncertainty continued

Impairment of investments in subsidiary undertakings continued

GBG’s forecasting process is prepared at a cash-generating unit (referred to internally as

business units) level rather than for specific legal entities. These business units are combined in

accordance with IAS 36 to form the groups of CGUs that are assessed for goodwill and intangible

asset impairment testing purposes as set out under note 17 to the consolidated accounts.

It is therefore necessary to disaggregate these business unit forecasts when considering

impairment on a legal entity basis, but the underlying cash flows used are the same. The

exception to this is that the fair value of external and intercompany loans held in a subsidiary

are deducted from the present value of cash flows that are available for payment as dividends.

As noted in note 17 to the consolidated financial statements, as a result of the increased

macroeconomic uncertainty, there was an increase in the discount rate assumptions used in the

value-in-use calculations and more cautious assumptions used for the medium-term growth

outlook for the Identity – Americas CGU. This has resulted in an impairment charge being

recognised for our Identity – Americas group of CGUs at the balance sheet date. Since these

cash flows form part of the Company’s investment in GBG (US) Holdings LLC, this was considered

to be a potential indicator of impairment. There was not considered to be any impairment

indicators at the balance sheet date for any other investments in subsidiary undertakings.

The key assumptions used in this assessment are set out in note 17 to the consolidated

accounts which resulted in an impairment charge of £168,679,000 being recognised within

exceptional items in the Company income statement (see Note C10). Any adverse movements

in the key assumptions at the balance sheet date could lead to a further impairment of

investments. Applying the same changes in key assumptions from note 17 to create a sensitised

scenario would lead to impairment of £185,972,000.

For details of other judgements and key sources of estimation uncertainty in the preparation of

the Company’s financial statements, see pages 125 to 126 in the Group financial statements.

The following are relevant to the Company: impairment of goodwill, allowance for impairment

losses on credit exposures, revenue recognition and deferred tax assets.

C3. Profit attributable to members of the Parent Company

The Company’s loss for the financial year ended 31 March 2026 was £155,072,000 (2025: profit

of £21,370,000). As permitted by Section 408 of Companies Act 2006, the profit and loss

account of the parent company is not presented.

C4. Auditors’ remuneration

Fees payable to the Company’s auditors for the audit of the Company and Group financial

statements are disclosed in note 6 of the Consolidated Financial Statements for the Group.

GBG Annual Report and Accounts 2026

GovernanceStrategic report Financial statements

155

Notes to the Company financial statements continued

C7. Other intangible assets

Customer

relationships

£’000

Software

technology

£’000

Total

acquired

intangibles

£’000

Purchased

software

£’000

Internally

developed

software

£’000

Total

£’000

Cost

At 1 April 2025 26,024 12,438 38,462 493 1,107 40,062

Disposals – purchased software - - - (68) - (68)

At 31 March 2026 26,024 12,438 38,462 425 1,107 39,994

Accumulated amortisation and impairment 

At 1 April 2025 20,354 11,745 32,099 397 1,107 33,603

Amortisation during the year 2,878 693 3,571 - - 3,571

Disposals – purchased software - - - (68) - (68)

At 31 March 2026 23,232 12,438 35,670 329 1,107 37,106

Net book value 

At 31 March 2026 2,792 - 2,792 96 - 2,888

At 31 March 2025 5,670 693 6,363 96 - 6,459

2026

Carrying value

of customer

relationship

£’000

Remaining

amortisation

period

Years

Carrying value

of technology

£’000

Remaining

amortisation

period

Years

ID Scan Biometrics Limited 98 0.25 - -

Postcode Anywhere (Holdings) Limited 2,694 1.08 - -

2,792  -

GBG Annual Report and Accounts 2026

GovernanceStrategic report Financial statements

156

Notes to the Company financial statements continued

C10. Investments

2026

£’000

2025

£’000

Cost

At 1 April 769,288 753,977

Capital contribution to subsidiary undertakings¹ 4,895 14,811

Changes in fair value recognised in OCI² - 500

At 31 March 774,183 769,288



Provision for impairment 

At 1 April 183,762 183,762

Charge for the year

168,679 -

At 31 March 352,441 183,762



Net book value 

At 31 March 421,742 585,526

The above balance is split between investments held at fair value through other comprehensive

income of £1,888,000 (2025: £1,888,000) and investments held at cost less provision for

impairment of £423,151,000 (2024: £583,638,000).

During the current year:

1 An intercompany loan with GBG (US) Holdings LLC was settled through a capital contribution of £4,895,000 (2025:

£14,811,000).

2 A £nil gain/loss on investments (2025: £500,000 gain on investments) was recognised in OCI due to the fair value

assessment of the investment in CredoLab Pte Ltd. See note 20 of the Consolidated Financial Statements for the Group

for more details.

3 An impairment charge of £168,679,000 (2025: £nil) was recognised in respect of the investment in GBG (US) Holdings LLC.

Details of the Company’s subsidiary undertakings are set out in note 20 of the consolidated

financial statements for the Group.

C8. Property, plant and equipment

Plant and

equipment

£’000

Cost

At 1 April 2025 2,005

Additions 775

Disposals (1,232)

At 31 March 2026 1,548



Accumulated depreciation and impairment 

At 1 April 2025 1,471

Provided during the year 374

Disposals (1,231)

At 31 March 2026 614



Net book value 

At 31 March 2026 934

At 1 April 2025 534

C9. Right-of-use assets

Total

£’000

Cost

At 1 April 2025 2,810

Additions 2,444

Disposal (498)

At 31 March 2026 4,756

Accumulated depreciation and impairment 

At 1 April 2025 2,248

Provided during the year 593

Disposal (498)

At 31 March 2026 2,343

Net book value 

At 31 March 2026 2,413

At 31 March 2025 562

The underlying class of assets and their net book values all relate to leasehold property.

GBG Annual Report and Accounts 2026

GovernanceStrategic report Financial statements

157

Notes to the Company financial statements continued

C11. Taxation

a) Deferred tax

Deferred tax asset

The recognised and unrecognised potential deferred tax asset of the Company is as follows:

Recognised Unrecognised

2026

£’000

2025

£’000

2026

£’000

2025

£’000

Decelerated capital allowances 429 241 1,327 1,327

Share options 972 1,169 - -

Long service award 92 96 - -

Capital losses - - 479 479

Trading losses 762 546 2,178 2,429

2,255 2,052 3,984 4,235

The movement on the deferred tax asset of the Company,

before offset of balances, is as follows:

2026

£’000

2025

£’000

Opening balance 2,052 1,784

Origination and reversal of temporary differences - credited

to income statement 336 162

Origination and reversal of temporary differences -

(charged)/credited to equity (133) 106

2,255 2,052

The deferred tax asset has been recognised to the extent it is anticipated to be recoverable

out of future taxable profits based on profit forecasts for the foreseeable future. The utilisation

of the unrecognised deferred tax asset in future periods will reduce the future tax rate below

the standard rate. The Company has unrecognised trading losses of £8,711,000 (2025:

£9,717,000) and unrecognised capital losses of £1,915,000 (2025: £1,915,000). The Company

also has unrecognised deductible temporary differences of £5,309,000 (2025: £5,309,000).

Deferred tax liability

The deferred tax liability of the Company is as follows:

2026

£’000

2025

£’000

Intangible assets 699 1,591

699 1,591

2026

£’000

2025

£’000

Opening balance 1,591 2,541

Origination and reversal of temporary differences - credited to

income statement (892) (950)

699 1,591

Deferred tax asset

2026

£’000

2025

£’000

Pre-offset of balances 2,255 2,052

Offset of balances within countries (699) (1,506)

Per balance sheet 1,556 546

Deferred tax liability

2026

£’000

2025

£’000

Pre-offset of balances 699 1,591

Offset of balances within countries (699) (1,506)

Per balance sheet - 85

GBG Annual Report and Accounts 2026

GovernanceStrategic report Financial statements

158

Notes to the Company financial statements continued

C16. Description of reserves

Equity share capital

The balance classified as share capital includes the nominal value on issue of the Company’s

equity share capital, comprising 2.5p ordinary shares.

Share premium

The balance classified as share premium includes the excess proceeds over the nominal

amount received on the issue of the Company’s equity share capital less capital reductions.

Costs associated with the issue of new share capital have been offset against this balance.

Merger reserve

The balance on the merger reserve represents the fair value of the consideration given in

excess of the nominal value of the ordinary shares issued in the acquisition of GB Mailing

Systems Limited, Investigate 2020 Ltd, Acuant Intermediate Holding Corp and Verifi Identity

Services Limited by the issue of shares.

The Company has assessed that £86,739,000 of merger reserve recognised upon the

acquisition of Acuant Intermediate Holding Corp is considered to be a realised profit, as a

realised loss has been recognised on the impairment of the related asset – being the

investment in GBG (US) Holdings LLC.

Capital redemption reserve

The balance classified as capital redemption reserve includes the nominal value of own shares

purchased back by the Company and subsequently cancelled.

Other reserve

The balance represents the profit from the date of acquisition to the date of hive-up into the

Company of ID Scan Biometrics Limited and Postcode Anywhere (Holdings) Limited, offset by

amortisation of the identified intangibles and unwinding of the associated deferred tax

liabilities.

Retained earnings

Retained earnings are made up of accumulated reserves.

Share buyback

Details of the Company’s share buyback programme are set out in note 24 of the consolidated

financial statements for the Group.

C12. Trade and other receivables

2026

£’000

2025

£’000

Trade receivables 33,201 27,752

Allowance for unrecoverable amounts (809) (794)

Net trade receivables 32,392 26,958

Amounts owed by subsidiary undertakings 2,311 982

Prepayments 6,282 7,418

Accrued income 662 856

41,647 36,214

Amounts owed by subsidiary undertakings are non-interest bearing and are normally settled

on terms between 30 and 60 days.

C13. Cash and cash equivalents

2026

£’000

2025

£’000

Cash at bank and in hand 9,187 12,204

Cash at bank earns interest at floating rates based on daily bank deposit rates.

C14. Equity share capital

Issued Ordinary Share Capital for both the Company and Group is disclosed in note 24 of the

consolidated financial statements for the Group.

C15. 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

GBG Annual Report and Accounts 2026

GovernanceStrategic report Financial statements

159

Notes to the Company financial statements continued

C17. Loans and borrowings

Bank loans

The details of the Group revolving credit facility are set out in note 25 in the consolidated

financial statements for the Group.

During the year to 31 March 2026, the Company drew down £51,000,000 and made

repayments of £5,000,000 within the Group revolving credit facility. The outstanding balance

on the loan facility at 31 March 2026 attributable to the Company was £46,000,000 (2025:

£nil).

During the year to 31 March 2025, the loan arrangement fees on the revolving credit facility

were reclassified to prepayments due to the loan value being £nil at 31 March 2025 within the

Company and the net position was therefore an asset rather than a liability. For the year to 31

March 2026, the loan arrangement fees on the revolving credit facility have been netted off the

loan balance due to the loan value being £46,000,000 within the Company and the net

position being a liability rather than an asset.

2026

£’000

2025

£’000

Opening bank loan - 5,941

New borrowings 51,000 10,000

Repayment of borrowings (5,000) (17,000)

Agency fee paid (35) (56)

Loan fees paid for extension (1,727) (286)

Amortisation of loan fees 789 341

Reclassification of loan fees (from)/to prepayments (754) 1,060

Closing bank loan 44,273 -

Analysed as:

Amounts falling due within one year - -

Amounts falling due within one to five years 44,273 -

Amounts falling due in more than five years - -

44,273 -

Analysed as:

Bank loans 46,000 -

Unamortised loan fees (1,727) -

44,273 -

Intercompany Loans

2026

£’000

2025

£’000

Opening intercompany loans payable 21,608 18,821

(Decrease)/increase in borrowings (3,926) 2,787

Closing intercompany loans payable 17,682 21,608

 

Opening intercompany loans receivable 4,825 2,486

Increase in borrowings 929 2,339

Closing intercompany loans receivable 5,754 4,825

 

Net intercompany loans 11,928 16,783

 

Analysed as:  

Amounts falling due within one year - -

Amounts falling due within one to five years 11,928 16,783

11,928 16,783

Interest is charged on intercompany loans at a rate of between 5.47% and 6.42% per annum.

The loans are unsecured, and repayable within two years.

C18. Lease liabilities

2026

£’000

2025

£’000

At 1 April 567 897

Additions 2,460 140

Accretion of interest 78 39

Payments (637) (509)

At 31 March 2,468 567

Analysed as:

Amounts falling due within one year 673 391

Amounts falling due within one to five years 1,795 176

2,468 567

GBG Annual Report and Accounts 2026

GovernanceStrategic report Financial statements

160

Notes to the Company financial statements continued

C19. Provisions

2026

£’000

2025

£’000

Provisions can be analysed as follows:

Dilapidation provision (see below) 301 301

Long service award (see below) 369 386

670 687

Dilapidation provision

At 1 April 301 244

Provided in year - 57

Utilised in year - -

Closing balance 301 301

This provision relates to the estimated cost of restoration work required upon termination of

leasehold property agreements. The main uncertainty relates to estimating the cost that will

be incurred at the end of the lease. The timing of the outflows is not expected to occur in the

following 12 months and as such has been disclosed as a non-current liability. The Company

does not expect the final payments to differ materially from those amounts provided.

Long service award

The Group provides long service awards, providing employees with a benefit after they attain a

set period of service with the Group, for example 10 or 20 years. For these benefits, IAS 19

requires a liability to be held on the Group’s balance sheet.

2026

£’000

2025

£’000

At 1 April 386 369

Service cost 40 39

Benefits taken (63) (40)

Actuarial gain during the year (13) 4

Net interest charge 19 14

At 31 March 369 386

The following table lists the inputs to the valuation of the long service award for the years

ended 31 March 2026 and 31 March 2025.

2026 2025

Discount rate (%) 4.9 4.9

Salary increases (%) 3.3 3.7

Employee turnover (% probability of leaving

depending on age) 3 - 46% 3 - 46%

C20. Trade and other payables

2026

£’000

2025

£’000

Trade payables 6,353 6,714

Other taxes and social security costs 4,398 3,049

Accruals 20,094 16,301

30,845 26,064

Amounts owed to subsidiary undertakings are non-interest bearing and are normally settled

on terms between 30 and 60 days.

C21. Subsequent events

Subsequent events that require disclosure after 31 March 2026 are set out in note 34 in the

consolidated financial statements for the Group.

GBG Annual Report and Accounts 2026

GovernanceStrategic report Financial statements

161

Non-GAAP

Alternative performance measures

Management assesses 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.

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

Location

£’000

(Represented)

Identity

£’000

(Represented)

GFS

£’000

Total

£’000

Revenue 85,636 175,910 21,171 282,717

Constant currency adjustment (1,374) (4,717) (294) (6,385)

Revenue at constant currency 84,262 171,193 20,877 276,332

Growth

Location

Identity

GFS

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%

GBG Annual Report and Accounts 2026

GovernanceStrategic report Financial statements

162

Non-GAAP continued

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

£’000

2025

£’000

Operating (loss)/profit (68,070) 22,650

Amortisation of acquired intangibles 33,158 34,843

Share-based payment charges 4,442 5,078

Exceptional items 24,849 4,467

Impairment of goodwill 73,145 -

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

£’000

2025

£’000

Reported operating expenses 266,262 175,179

Amortisation of acquired intangibles (33,158) (34,843)

Share-based payment (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

£’000

2025

£’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.

Alternative performance measures continued

GBG Annual Report and Accounts 2026

GovernanceStrategic report Financial statements

163

Non-GAAP continued

Adjusted effective tax rate

The adjusted effective tax rate means adjusted tax divided by adjusted earnings.

2026 2025

Profit

before tax

£’000

Income

tax charge

£’000

Effective

tax rate

Loss

before tax

£’000

Income

tax charge

£’000

Effective tax

rate

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 1066 (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 13 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

£’000

2025

£’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

£’000

2025

£’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 normalised and exceptional items, as a

percentage of adjusted operating profit. This measures how efficiently the Group’s operating

profit is converted into cash.

2026

£’000

2025

£’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 normalised and 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 % 86.6% 91.3%

Alternative performance measures continued

GBG Annual Report and Accounts 2026

GovernanceStrategic report Financial statements

164

Company information & advisors

Website

The Investors section of the Company’s

website, 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.

Financial calendar 2026

Annual General Meeting 21 July 2026

Dividend Ex-Div Date 18 June 2026

Dividend Record Date 19 June 2026

Dividend Payment Date 31 July 2026

GB Group plc’s commitment to environmental issues is

reflected in this Annual Report, which has been printed

onSymbol Freelife Satin, an FSC® certified material.

This document was printed by L&S using its environmental

print technology, which minimises the impact of printing on

the environment, with 99% of dry waste diverted from

landfill. The printer is a CarbonNeutral® company.

Both the printer and the paper mill are registered to ISO 14001.

For every Report printed, we plant one tree.

View our forest at ecologi.com/gbg

Produced by Design Portfolio

www.design-portfolio.co.uk

CBP036253

Annual General Meeting

(AGM)

The AGM will be held at our Chester office

and online at 10amon 21 July 2026. The

Notice of the AGM,together with explanatory

notes on the proposed resolutions, will be

communicated to shareholders separately

and is also available on the Company’s

website at gbgplc.com/investors.

Shareholders areencouraged to send any

questions they may have for the Board, that

relate to the business of the meeting, in

advance by emailto governance@gbg.com.

Answers will be published, together with the

full voting results for the 2026 AGM, on the

website gbgplc.com shortly after the meeting.

Registrar & shareholder

enquiries

GBG’s registrar, Equiniti, can deal with any

enquiries relating to your shareholding, such

as a change of name or address, the transfer of

shares, or replacement of a share certificate.

You can access details of your shareholding

and a range of other shareholder services

byregistering at www.shareview.co.uk.

Equiniti, Aspect House

Spencer Road, Lancing

West Sussex

BN99 6DA

Telephone: +44 (0) 371 384 2030

Dividend Reinvestment

Plan (DRIP)

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.

Shareholder security

Shareholders should be aware that

fraudstersmay try and use high pressure

tactics to entice investors into share scams.

Information on common share scams can be

found on the Financial Conduct Authority’s

website, www.fca.org.uk/consumers/

protect-yourself-scams.

Registered office

GB Group plc

The Foundation, Heronsway

Chester Business Park

Chester

CH4 9GB

United Kingdom

Registered in England & Wales

Company Number: 2415211

T: +44 (0)1244 657333

E: enquiries@gbg.com

W: gbgplc.com

Company Secretary

Annabelle Burton

governance@gbg.com

Investor Relations

Richard Foster

mail.investor@gbg.com

Corporate broker

Deutsche Bank AG, London Branch

21 Moorfields

London

EC2Y 9DB

Independent auditor

PricewaterhouseCoopers LLP

1 Hardman Square

Manchester

M3 3EB

Solicitors

Ashurst LLP

London Fruit & Wool Exchange

1 Duval Square

London

E1 6PW

Squire Patton Boggs (UK) LLP

1 Spinningfields

1 Hardman Square

Manchester

M3 3EB

Financial PR

FTI Consulting LLP

200 Aldersgate

Aldersgate Street

London

EC1A 4HD

GBG Annual Report and Accounts 2026

GovernanceStrategic report Financial statements

165