GB Group Plc Annual Report 2022

FY2022 Annual Report · GB Group Plc

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Building trust
in a digital
world

Annual Report and Accounts
2022

We are GBG

We are in business to
build trust in a digital world.
Whoever you are, wherever
you are, we believe in a world
where you can transact
online with confidence.

As one of the world’s most trusted digital
identity specialists, we work with the best
data, the best technology and the best
people. We make it possible for businesses
to balance the growing need for frictionless
digital customer experience with the
increasing risk of fraud and financial crime.

In an increasingly data-driven economy and
society, the trends driving our long-term
growth are clear and the global opportunity
facing us remains greater than ever before.

GBG Annual Report and Accounts 2022

Financial highlights

Revenue1

£242.5m

(2021: £217.7m)

Adjusted operating
profit2

£58.8m

(2021: £57.9m)

Profit before
tax

£21.7m

(2021: £34.3m)

Diluted earnings
per share

6.9p

(2021: 13.5p)

Operating profit

£23.4m

(2021: £35.5m)

Adjusted operating
profit margin2

24.3%

(2021: 26.6%)

Adjusted diluted earnings
per share (restated)2

20.2p

(2021: 22.4p)

Final dividend
per share

3.81p

(2021: 3.40p)

Operational highlights

• Strong financial results with record revenue of £242.5m
(up 11.4% vs. FY21) and adjusted operating profit of
£58.8m (up 1.6% vs. FY21)

• High customer advocacy scores alongside record team

member engagement

• Organic investment has focused on our data and solution

portfolio, securing new customers and extending our
geographic reach

• Geographic expansion into the Philippines, Thailand and
Vietnam alongside the bolt-on acquisition of Cloudcheck
in New Zealand

• Accelerated our strategic progress with the acquisition
of Acuant, a leading US identity verification and identity
fraud prevention business

Contents

Strategic report

Our business at a glance
Chairman’s statement
Building trust in a digital world
Our solutions
Creating a leader in the global
digital identity market
Market review
Our impact
The state of digital identity
Environmental, social
& governance statement
Section 172 statement
Chief Executive’s review
Key performance indicators
Financial review
Principal risks & uncertainties
Emerging risks
Viability statement

Governance

Letter from the Chairman
Board of Directors
Corporate governance statement
Audit & Risk Committee report
Remuneration Committee report
Remuneration policy
Annual report on remuneration
Nomination Committee report
ESG Committee report
Directors’ report
Directors’ responsibility statement

Financial statements

Independent auditor’s report
Consolidated statement
of profit or loss
Consolidated statement
of comprehensive income
Consolidated statement
of changes in equity
Consolidated balance sheet
Consolidated cash flow statement
Notes to the consolidated
financial statements
Company balance sheet
Company statement of
changes in equity
Notes to the Company accounts
Non-GAAP measures
Company information & advisors

02
04
08
10

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18

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48
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59

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94
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107

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111

112
171

172
173
184
188

About this report
This report is printed on paper certified in accordance with the FSC® (Forest Stewardship
Council®) and is recyclable and acid-free. Only 10% of GBG’s shareholders receive a
printed version of this document. Should you wish to opt out of receiving a printed copy
in future please contact governance@gbgplc.com to make this request.

1 FY22 reported revenue impacted by the deferred revenue ‘haircut’ acquisition accounting adjustment

2 These measures are defined on pages 184 to 187 to the accounts

GBG Annual Report and Accounts 2022Strategic report

Our business
at a glance

We are experts in digital location, identity verification
and fraud prevention software. We enable fast, simple
and compliant onboarding with reduced risk of fraud
for many of the world’s leading organisations who put
their trust in our technology and data.

Total FY22 revenue

£242.5m

FY22 revenue by geography

USA

36%

34%

APAC

16%

Europe

11%

Rest of World

Revenue generated from international customers is now 66% of the Group, up from 31% in FY17.

Building trust across business

From onboarding to in-life, we help businesses build trust at
every stage of the customer lifecycle. We serve small start-ups
to many of the world’s biggest and fastest-growing brands with
our global platform of digital location, identity and fraud and
compliance solutions.

Over the last five years, we have diversified both geographically
and by sector. From international banks to tech giants, automotive
manufacturers to fast fashion retailers, we partner with our
customers as they set the agenda for the future of business.

Read more in our Notice of AGM

1 Source: Markets and Markets - Identity Verification
Market and Fraud Detection and Prevention Market
Reports (2020 - 2021)

GBG Annual Report and Accounts 2022GBG Annual Report and Accounts 2022Strategic reportChairman’s
statement continued

In summary, it has been a very
good year. The business has
performed strongly and the
team has made significant
progress against our priorities.
We are well-positioned to
continue delivering the critical
digital identity solutions that
enable our customers to be
safe and successful.

The team has delivered our strong results
despite a backdrop of fast-evolving
macroeconomic challenges, such as the
continued impact of the Covid-19 pandemic
and the effects of rising inflationary
pressures on our team members and
customers alike. We do not expect any
direct impact from the war in Ukraine. Our
sympathies are with the Ukrainian people
afflicted by this conflict and we are proud
to support charities sending help to the
country and its displaced citizens in Europe
and the UK.

Governance
On 1 November 2021 we welcomed
Bhavneet (Bhav) Singh to the Board as
an independent Non-Executive Director.
Bhav has over 25 years of experience
leading successful digital businesses
through ambitious periods of growth and
transformational change. His experience
managing international expansion is highly
applicable to GBG’s strategic priorities and
the Board is already benefiting from his
sector expertise and global perspective.

Our solutions have an important
contribution to society, establishing trust
between our customers, consumers
and citizens, preventing fraud, enabling
compliance and verifying locations to
reduce climate emissions from failed
or repeated deliveries. Recognising its
ongoing significance to GBG, the Board
formed an Environmental, Social and
Governance (‘ESG’) Committee during the
year. This committee will provide oversight
of the strategy, targets and investments
we make. In particular, the UN’s COP26
climate summit demonstrated the need
for ambitious action to reduce global
emissions. At GBG we are committed to
reducing our climate impact with a near-
term plan to become carbon neutral in
our own operations by FY23.

Financial performance
Our financial performance this year was
ahead of original market expectations.
Revenue increased 11.4% to £242.5 million
(2021: £217.7 million), which represented
growth on an organic constant currency
basis of 10.6%. The level of growth is
pleasing given the substantial one-off
benefit in the prior year relating to the
US government’s stimulus programme.
Adjusting for this, underlying growth was
15.5%. Adjusted operating profit increased
by 1.6% to £58.8 million (2021: £57.9
million). On a statutory basis, operating
profit decreased to £23.4 million (2021:
£35.5 million), principally due to the
increase in amortisation of acquired
intangibles and exceptional costs related
to the acquisition of Acuant.

Strong cash generation enabled the Group
to repay £30.1 million ($40.2 million) of the
£157 million ($210 million) of debt financing
drawn in November 2021 to finance the
Acuant acquisition. The Group’s net debt
position at the year end was £107.0 million.
We expect that our ongoing ability to
generate good levels of cash will allow
net debt to reduce further during FY23.

AGM and dividend
We plan to host GBG’s AGM 2022 as a
hybrid meeting on 28 July 2022 at 10.00am
(BST). Shareholders are encouraged to
attend virtually. The meeting will be held
at our Chester office using a live audio
link. Shareholders can participate in the
meeting using this link with the ability to
listen live to the meeting, ask questions and
vote, although there will be the possibility
to attend in person. Further details will be
provided in the Notice of AGM.

The Board would like to reiterate the
Group’s progressive dividend policy.
This ongoing commitment to delivering
increased returns to shareholders is
supported by our confidence that GBG is
well-positioned for the future. The Board
will propose a final dividend of 3.81 pence
per share to shareholders at the AGM
in July. If approved, it will represent the
fourteenth consecutive year of dividend
growth.

Closing remarks
In summary, it has been a very good year.
The business has performed strongly and
the team has made significant progress
against our priorities. We are well-
positioned to continue delivering the critical
digital identity solutions that enable our
customers to be safe and successful.

On a personal note, I have talked with my
colleagues on the Board concerning my
intention to retire from this great business
during the first half of the current financial
year. It has been a genuine privilege to be
the Chairman of GBG as the company has
grown to become the largest pure-play
identity software solutions provider on the
public markets. It is, however, now time to
hand on the baton after twelve enjoyable
and successful years.

On behalf of the Board, I take this final
opportunity to extend my appreciation
to our customers and shareholders
for their ongoing support. To the GBG
team, I express my sincere thanks for
your hard work and contribution to the
business. I know that you will continue to
work effectively for our customers, our
communities and our shareholders.

David Rasche
Chairman

22 June 2022

GBG Annual Report and Accounts 2022Strategic reportGBG Annual Report and Accounts 2022
Building trust in
a digital world

What we do

Our strategy

From onboarding to in-life, our global platform of digital location, identity, and
fraud and compliance solutions helps businesses build trust at every stage
of the customer lifecycle. Our world-class data and proprietary technology
welcome more good customers, streamline compliance and prevent fraud.

Our strategy is designed to deliver long-term, sustainable growth
in a dynamic and growing global industry. We will fulfil our purpose
of ‘building trust in a digital world’ by executing against six priorities
to deliver for all our stakeholders.

Onboarding

Build

Our strengths
World-class data, technology
and trust experts

Customer lifecycle
Covering the full customer lifecycle,
building trust from onboarding
new customers to monitoring
in-life activity.

Capabilities
Standalone or layered capabilities
to address multiple customer
channels and touchpoints.

Global reach
Worldwide location and identity
verification of anyone, anywhere in
seconds.

Business benefits
We work with businesses
worldwide to build customer
relationships based on trust.

World-class solutions
Market-leading global address and
identity data, document library and
tampering detection technology.

In-life fraud
investigation

Biometric
authentication

Data &
document
verification

c h i n e learning & AI

M a

Address
capture &
validation

ital fi rst

g
i
D

Fraud
screening

g
h
t

stration

Transaction
fraud
monitoring

e ployed

d d

C l o

AML
screening
and PEPs &
sanctions

Authentication

In-life

Onboarding
• Enhances customer experience, reducing

In-life
• Monitors and analyses ‘normal’ transaction

friction with real-time verification

behaviour continuously

• Improves customer onboarding speed,
verifying more genuine customers

• Detects and quantifies risk of suspicious

activity with unparalleled fraud intelligence

• Streamlines KYC and AML compliance

• Builds, verifies, monitors and re-uses digital

processes

identities with AI and machine learning

• Prevents fraud at application and

• Visualises links between people, places

origination

and businesses for investigation

Build markets
Grow globally, serving
customers in new and existing
sectors and geographies.

• Growing in new and

existing geographies
where there is demand for
location, identity and fraud
solutions

• Targeting new sectors
where market and
regulatory drivers create
the value, volume and
speed of opportunity

• Serving small, medium

and large customers with
appropriately packaged
solutions for their needs

Customer trust
Proactively pursue the best
customer experience with
cross-selling and up-selling
opportunities that best suit
their needs.

• Actively listening and

responding to customer
feedback, ensuring our
customers are completely
satisfied

• Proactively making our

customer experience the
best that it can be

• Focusing on getting,
growing and keeping
customers with solutions
that suit their evolving
needs

Trust

Build differentiation
Create unique data insights
and innovative technology
solutions to serve evolving
customer needs.

• Creating unique data

insights by combining the
data we ingest, process
and create

• Building innovative

propositions with best-in-
class technology and unique
data to serve the needs that
competitors can’t

• Launching next-generation

products using cloud-
native, secure and scalable
infrastructure

Team trust
Recruit and retain the best,
most engaged and diverse
team members, trusting each
other to deliver together.

• Empowering and engaging
our team in our purpose,
vision and strategy

• Retaining, developing and
attracting talent to support
our growing needs

• Ensuring GBG is a diverse
and inclusive workplace,
so we can genuinely be
ourselves

Build once
Drive single platform
experience and digital go-to-
market strategy across the
globe.

• Enabling customers
to access solutions
through a single platform
experience with intelligent
orchestration

• Building capabilities that
can be re-used across all
products globally

• Giving customers a choice
of self-serve, low-code and
no-code products

Investor trust
Deliver shareholder value
through a well-diversified
business, resilient operating
model and a focus on cash
generation.

• Achieving low-mid teens
revenue growth year-on-
year to deliver sustainable
results that benefit all
stakeholders

• Maintaining profitability

while re-investing to deliver
our strategy

• Executing the integration
of Acuant to accelerate
our platform strategy and
create synergies

GBG Annual Report and Accounts 2022Strategic reportGBG Annual Report and Accounts 2022
Our solutions

Thousands of businesses of all sizes
trust GBG solutions to onboard and
deliver to more customers while
reducing the risk of fraud.

Digital economy
In today’s digital-first economy, consumers and
businesses are increasingly moving online. The pace of
this digital transformation has significantly accelerated
through the COVID-19 pandemic as the way we live,
work and transact with each other has changed.

In this context, increased digital adoption is elevating
the importance of digital identity to a level greater than
ever before and digital identities are fast becoming
the foundation of internet-mediated transactions and
a data-driven economy and society. Businesses both
big and small increasingly need to have digital identity
at the core of their go-to-market strategy. We believe
GBG’s solutions enable our customers to adapt to this
change, building their businesses while transacting
safely online and, as businesses increasingly rely on
digital identity, there is a clear opportunity for GBG
to serve customers across our three segments of
Location, Identity and Fraud.

Solution convergence
We develop best-in-class point solutions and
orchestrate these to deliver global digital location,
identity and fraud and compliance solutions for
our customers in this growing digital economy. As
digital identity becomes central to building and
maintaining trusted customer relationships, the ability
to consistently prove and reauthenticate identity
seamlessly will become more important as our
customers respond to increasingly complex threats.

In this space, business needs and our diversified
offering across three core solution areas begin
to converge, presenting a clear structural growth
opportunity for GBG. Identity verification, proving
that an identity exists; identity authentication,
corroboration of a person’s claim to a customer
identity; reauthentication of an identity previously
established with a business; and online fraud detection
of malicious or anomalous activity are all moments in
the same customer relationship. As the lines between
GBG’s core solutions begin to blur, there is a long-term
strategic opportunity to serve customers through a
single platform wherever they operate.

Read more about our business model and strategy
on pages 08 and 09.

Location

Identity

Fraud

Address verification powered by the most
accurate global location data, delivering
exceptional experiences to every customer,
wherever they are located.

Our range of location verification solutions helps businesses
worldwide reach every customer. Our technology gives
businesses the ability to verify customer addresses at the
point of capture, with simple and easy-to-integrate address
validation. As well as ensuring high-quality location data
capture, our data cleansing software helps businesses
maintain existing customer records in bulk using batch
processing, eliminating the need for manual updates and
unnecessary admin.

Our products are used by leading brands across a range
of industries delivering benefits throughout organisations,
such as:

• global customer reach

• exceptional customer experiences

• improved conversion rates

• higher delivery success rates

• enhanced data quality

Differentiators
We focus on sourcing the most complete location data from
over 250 countries and territories. We deliver an easy-to-use
API for eCommerce, powerful search options for address
lookups and IP and URL restriction capabilities for those
brands who need to control access. We also offer email and
phone validation which can boost customer onboarding.

Advancing
• Increasing cloud agnostic deployment options for our

Address Verify solution

• Parsing data with machine learning to match and

standardise addresses for improved verification rates

We verify and authenticate the identity of
much of the world’s population, anywhere in
the world, helping businesses welcome good
customers and root out fraudsters.

In a digital-first economy, our end-to-end
fraud and compliance solutions enable fast
and accurate decisions across the customer
journey.

Our digital identity solutions help businesses worldwide
know and trust the prospective customers who come their
way. In today’s digital-first economy, businesses need to be
sure that the people they’re dealing with are who they say
they are. We provide fast, secure customer onboarding to
pass more good customers, helping businesses maintain full
regulatory compliance and prevent fraud.

Regardless of industry or location, our document and data
verification solutions can be implemented quickly, balancing
compliance with a swift and smooth customer experience.
This includes:

We help our customers orchestrate a multi-layered defence
against the evolving and increasingly complex threat of
fraud, maintain comprehensive regulatory compliance and
deliver secure and frictionless digital customer experiences.

With real-time decisioning, our advanced capabilities prevent
fraud losses at the point of application, detect and prevent
payment and transaction fraud, detect and prevent money
laundering activity and meet global regulatory requirements.
We ensure our customers can easily adapt to evolving risks
and changing compliance needs worldwide, focusing on
growth without sacrificing safety or security. This includes:

• enhanced customer onboarding

• complete identity proofing

• identity fraud protection

• global regulatory compliance

Differentiators
Our technology has data at its core, layering global data
sources to meet all compliance and risk levels. Businesses can
configure our solutions to manage their onboarding journey,
balancing their compliance and fraud prevention needs.

While we operate globally, our local experts understand the
identity, privacy and regulatory differences that pertain to their
markets, ensuring our customers get the best advice wherever
they do business.

Advancing
• Using alternative data sources (mobile, social, device and
behaviour) to verify ‘thin file’ consumers and authenticate
verified identities

• Layering data sources to boost match rates and deliver

• Know Your Customer (KYC) checks

• accelerated customer onboarding

• ensuring regulatory compliance

• reducing fraud loss and false positives

Differentiators
We address risk and help businesses eliminate fraud across
the complete customer lifecycle of application, onboarding
and transaction. This means we understand and can quickly
react to new and emerging trends in financial crime. Our
global customer reach and depth of sectoral expertise
ensures we provide our customers with solutions to high-
and low-tech fraud typologies prevalent in different markets.

Advancing
• Building a next-generation fraud platform for modular,

agile response to financial crime

• Deploying machine learning to increase the detection and

accuracy rates of fraud solutions

• Extending global network capability to enable fraud
detection and sharing across our customer base

• Testing new CRM and eCommerce integrations, increasing

more ‘good’ customers

our global reach

• Working closely with regulatory bodies to shape our product

Revenue

£66.3m

5.9% Consumption
93.1% Subscription
1.0% other

roadmaps

Revenue

£142.8m

76.9% Consumption
18.0% Subscription
5.1% other

Revenue

£33.3m

4.5% Consumption
74.4% Subscription
21.1% other

GBG Annual Report and Accounts 2022Strategic reportGBG Annual Report and Accounts 2022Creating a leader in the global
digital identity market

In November 2021, we
announced the acquisition
of Acuant, a leading US
identity verification and
Know Your Customer
compliance provider.
The combination of
our two businesses is
a complementary and
powerful one. Together
we are creating a
global leader in identity
verification as well
as strengthening our
capability to capitalise on
the adjacent, emerging
and fast-growing identity
fraud market.

Large, fast-growing global markets

GBG’s acquisition of Acuant strengthens our offering in the large, fast-growing and
global identity verification and identity fraud markets. We can now offer our solutions
to a range of sectors that need to trust an identity, whether driven by managing
compliance, reducing the cost of fraud or improving customer experience at the
point of purchase.

Value of global identity verification market by 2025

$15.8bn

$13.5bn

$11.6bn

$10.0bn

$8.7bn

$7.6bn

$6.2bn

Value of the adjacent global
Identity fraud market
$9.6bn
One of the fastest growing
adjacent markets to identity
verification with a forecast CAGR
of 15.8% between 2020-25

2019

2020

2021

2022

2023

2024

2025

Source: Markets and Markets Identity Verification, and Fraud Detection and Prevention Reports (2020-2021)

Fraud
screening

AML
screening
and PEPs &
sanctions

Accelerating our data,
product and technology
ambitions

Acuant brings key roadmap accelerators:

• Adds an industry-leading no-code identity

verification solution to our portfolio

• Brings a market-ready SaaS solution to our
existing on-premise fraud detection products

• Increases the GBG document library with greater
coverage in the US and other markets, enabling
quicker access to new markets via documents
and biometrics

• Accelerates our platform strategy with advanced
customer interfaces, data capabilities, and cloud-
based technology

• Acuant’s approach to big data and the use of

customer data will accelerate our work exploring
digital identity insights

Biometric
authentication

Data &
document
verification

Transaction
fraud
monitoring

Authentication

Accelerating our strategy
We have worked in partnership over several
years and Acuant has built a product suite
that naturally complements our existing
solutions. We are pleased to welcome a
team of over 200 identity and fraud experts
to GBG, bringing common values and a
closely aligned culture that supports our
purpose to build trust in the digital world.

Acuant immediately extends the market
reach of our highly successful IDology
business in the strategically important North
American market. It brings a complementary
customer base of over 1,000 customers that
creates clear cross-selling opportunities
and increased exposure to sectors such as
government, healthcare and automotive.

In April 2022, we announced that IDology
and Acuant are uniting under the leadership
of Christina Luttrell (previously IDology
CEO) to create the largest pure-play identity
verification and fraud prevention provider
in the Americas, encompassing the USA,
Canada, and Central and South America.

We will increase our scale as we rollout a
combined portfolio of identity and fraud
solutions globally and accelerate our
product and technology capability. Over
the medium term we expect Acuant to
accelerate the growth of the enlarged GBG
business, driven by higher rates of growth
in its subscription revenues as we build on
the substantial market opportunity. Acuant’s
operating profit margins are similar to GBG’s
and going forward the enlarged Group
operating margin target will increase to 23-
24% as the full benefits of the combination
are realised.

Behind the acquisition
Given the fragmented market in which
we operate, acquisitions have been
a core part of our strategy to grow
GBG. We have a proven track record of
delivering shareholder value, executing
15 acquisitions and one investment over
the last 10 years, including Acuant and
Cloudcheck, a smaller bolt-on acquisition
in New Zealand, during FY22.

Responsibility for approving a transaction
is taken by our Board, which assesses
M&A opportunities in the context of
how they contribute to our strategy.
Our M&A team and external financial
advisors support the Board throughout
an acquisition to ensure any opportunity
delivers acceptable financial returns.

Our M&A strategy focuses on acquisitions
that bring a range of benefits. This includes
geographic expansion, customer growth and
diversification, or data and technological
capabilities to deliver sustainable growth.
Acuant brings a powerful combination of
those benefits and capabilities which is
entirely consistent with our M&A strategy.
Our Board unanimously approved the
transaction reflecting the strategic
importance of the acquisition.

Financing
Typically, we will look to finance acquisitions
through a mix of cash, debt and equity. This
approach maintains GBG’s prudent and
efficient capital allocation while incentivising
key talent.

The equity placing related to the Acuant
acquisition raised gross proceeds of
approximately £300 million from existing
and new institutional shareholders in
addition to a retail offer for individual
shareholders which raised gross proceeds
of approximately £5 million.

Purchase price for Acuant

Funded by:

£555m

Cash from new
debt and balance
sheet: £163m
Cash from equity
placing: £305m
Equity issued to
vendors: £87m

The timeline

Prior to 2021
GBG partners with Acuant for
five years, consuming some
Acuant technology and building
relationships with the management
team.

March 2021
Acuant granted the latest in a line
of 30+ digital identity verification
patents.

May 2021
Acuant continues to build its trusted
identity platform and global position
in the digital identity market with the
bolt-on acquisition of Hello Soda.

August 2021

GBG begins exclusive
discussions with Acuant’s private
equity partner.

GBG conducts a due diligence
process, including several GBG
and Acuant executive team
meetings to ensure strategic and
cultural fit.

November 2021
GBG announces the acquisition of
Acuant and related equity placing.
The transaction closes November
29 2021.

March 2022

GBG and Acuant complete a
discovery phase and execute a
detailed integration plan.

Joint marketing sessions with
Acuant and IDology customers
highlight the power of our
combined teams.

April 2022

GBG IDology & Acuant teams
unite to create the largest pure-
play identity verification provider
in the Americas.

A Global Products Group is
established to accelerate market
leadership. It brings together our
product roadmaps globally to
support regional deployment of
global products alongside local
solutions.

OnboardingIn-lifeOrchestrationDigital f rstMachine learning & AIData insightCloud deployedBiometric authenticationAddress capture & validationIn-life fraud investigationTransaction fraud monitoringAuthenticationAML screening and PEPs & sanctionsData & document verificationGBG Annual Report and Accounts 2022Strategic reportGBG Annual Report and Accounts 2022

Market
review

Consumer demand, industry
regulation and increasing fraud
continue to drive the need for
robust solutions across our key
markets and sectors.

Sector

Description

Market indicators

Building trust

Footnotes
1. Juniper Research, Digital identity verification spend to
exceed $16.7 billion globally in 2026, fuelled by remote
onboarding

2. Grand View Research, Market Analysis Report 2022
3. Bain & Company, Buy Now, Pay Later in the UK Report 2021
4. Loqate, Responding to the Rise, 2021
5. Statista, E-commerce in the United Kingdom, 2022
6. The Business Research Company, Online Gambling

Market 2022

7. Gartner Forecasts Worldwide IT Spending to Exceed

$4 Trillion in 2022

8. United Nations, E-Government Survey 2020

Financial services

Retail

Gaming

Technology

Public sector

The scale and complexity of
this highly regulated sector,
confidential customer data and
high-value products put building
trust at a premium.

eCommerce and convenience
continue to drive online retail
transactions, creating demand
for fast and secure checkout
experiences and accurate
deliveries from consumers
and business.

62%

Forecasts predict that
financial services will
account for close to
62% of digital identity
verification spend by
20261.

71%

71% of consumers are
now more reliant on
online retail for their
purchases compared to
before the pandemic4.

The rapid adoption of digital services
has created fundamental changes in the
financial services industry. Consumers
expect a safe and seamless experience
whether opening a new account, applying
for credit, making a payment or trading in
cryptocurrency.

Neobanks and challenger banks are
expected to grow globally at 53.4%
CAGR to 20302 and users of Buy
Now, Pay Later (‘BNPL’) products are
growing at an estimated 70-80% in
the UK3 alone. Meanwhile, stringent
and complex regulation continues
to drive the compliance-led need for
robust Know Your Customer (KYC) and
anti-money laundering (AML) solutions
and ongoing screening and monitoring
of transactions. With cryptocurrencies,
BNPL and others under increasing
regulatory scrutiny, digital identity
verification and fraud prevention are
more important than ever before to
power a consumer experience that is
both swift and secure.

The line between high street and home
delivery continues to blur with the
value of online retail sales in the United
Kingdom alone increasing by more than
60% in the last three years from £75
billion in 2019 to £120 billion in 20215.

Bad data and poor customer experience
can both negatively impact a digital
retailer’s bottom line and brand
reputation. From confirming the identity
of a customer to ensuring delivery
addresses and bank account details
are 100% correct, retailers need to
trust who and where consumers are
to detect fraud, improve conversion
rates and reduce failed deliveries. Big
online retailers need to flag and prevent
suspicious transactions at checkout and
require real-time address verification to
ensure fewer failed deliveries, improved
on-time delivery rates and trusted data
in retail systems.

Online casinos, sports betting
and other operators boomed
during lockdown and continue to
grow, with player protection and
affordability both imperative.

Digital business transformation
continues to drive a big
technology sector and a
lucrative network of data and
technology specialisms.

Despite rapid advances in digital
delivery during the pandemic,
online services for citizens still
run on trusted tech know-how
delivered by the private sector.

17.4%

Mobile is predicted to
be the fastest-growing
online gaming platform,
at a CAGR of 17.4%
from 2020 to 20256.

11.5%

Enterprise software
spend will grow fastest
at 11.5% as worldwide
IT spending is projected
to total $4.5tn in 20227.

84%

Roughly 84% of the
world’s countries
provide their citizens
with access to at least
one online transactional
service8.

Increased popularity during the
pandemic, smartphone adoption and the
rise of digital payments have all spurred
the increase in iGaming operators and
expansion into new regulated markets.

More mature markets in the UK, Europe
and Australia, are now being joined by
newcomers in Asia and the Americas,
with iGaming Ontario (‘iGO’), Canada,
the latest to launch. In most countries,
online gambling is governed by heavily
regulated frameworks with licensed
operators obliged to comply with AML
and KYC regulations that require the
protection of vulnerable and underage
players as well as protection from fraud.

Operators want to onboard more players
online at pace and continue to seek out
trusted identity verification solutions;
solutions that automate worldwide data
and document checks and offer data
solutions for eligibility and affordability.

As digital transformation continues to
be a brand imperative, digital technology
initiatives remain a top strategic priority
for business. Technology companies
are at the forefront of innovation in
this space. From the tech giants to the
smallest start-ups, software solutions,
such as AdTech, CRM, HRM, MDM and
payment processing can all be bought
in from application providers.

This diverse ecosystem of tech
companies continues to support a
thriving network of partnerships among
data and technology specialisms.
GBG’s digital identity, location and fraud
expertise makes us a trusted partner in
this ecosystem, cleansing, formatting
and parsing location data, verifying
identities and monitoring transactions
within these distributed platforms
supporting business transformation.

Digital identity systems have increasingly
become the gatekeepers that allow
citizens to access and interact with
public sector systems, border controls
and healthcare services. Verification and
authentication solutions increase ease of
use, accessibility and security. Yet, despite
the rapid development of e-government
during the pandemic, governments still
have some distance to travel before they
will be able to deliver a fully digital and
wholly inclusive citizen service.

In this context, the public sector
continues to partner with data and
technology trust experts to prove and
protect citizens’ identities, prevent
fraud, and provide low-friction access
to critical services. These data-driven
trust frameworks are central to ongoing
digital transformation efforts in public
sector processes.

GBG Annual Report and Accounts 2022Strategic reportGBG Annual Report and Accounts 2022Our impact

We work with businesses worldwide to
help them build customer relationships
based on trust

We serve organisations all across the globe.
We work with start-ups to some of the world’s
best-known businesses, including US eCommerce
giants, Asia’s biggest banks and European
household brands. Our unique combination of
digital location, identity and fraud and compliance
solutions cover the full customer lifecycle, from
the smooth onboarding of new customers to
monitoring in-life activity for fraud. With over 1,250
GBG trust experts working across the Americas,
APAC and EMEA, our customers benefit from our
unrivalled experience, market-leading technical
capabilities and deep local knowledge wherever
they operate in the world.

In FY22, we welcomed new customers from across
financial services, technology, gaming, retail
and the public sector, including ASICS, E.ON,
HarperCollins, JetBlue Airways, AXA and Nintendo.

This award-winning luxury beauty and
skincare brand is partnering with us to offer
an exceptional and reliable online shopping
experience to its growing community of
customers around the world.

The challenge
The dramatic shift to eCommerce during the pandemic meant
Charlotte Tilbury had to quickly adapt its online shopping
experience to ensure not only that it was easy and efficient,
but exceptional; communicating the high quality that the brand
has become known for. The business needed to manage
surging website traffic and protect its high conversion rates,
while still delivering an effortless customer experience.

The solution
Our technology ensures Charlotte Tilbury’s customers can
checkout easily and efficiently whilst providing a guarantee
that data input is accurate. GBG’s Loqate Address Capture
solution helps customers purchasing a product on the
Charlotte Tilbury website to quickly and accurately enter
their address data.

Our Address Verification software then verifies and formats
this customer data, ensuring it works for Charlotte Tilbury’s
couriers in the markets in which the company operates.
This process delivers efficient online order fulfilment and
assures products consistently arrive on time and to the right
customer location.

The impact
GBG helps Charlotte Tilbury deliver an online shopping
experience that reflects the reputation for quality and
luxury that the brand has successfully built. Our solutions
ensure a smooth customer checkout process and keep
cart abandonment to a minimum. This in turn has had a
significant impact on conversion rates and streamlined
back-end processes within Charlotte Tilbury’s warehouses.

• Reduced checkout abandonment rates and maintained

high conversion rates

• Outstanding experience for online customers consistent

with the efficiency of shopping in-store

• Customers have confidence that orders will arrive on time

and to the right location

Secure Medical provides telemedicine
services including online prescription fulfilment.
Partnering with GBG, the company delivers a
safe, swift and compliant patient onboarding
experience while preventing identity fraud.

One of Malaysia’s biggest retail banks is
partnering with GBG to safeguard customer
transactions and ensure regulatory risk
compliance, using our enterprise-level fraud
risk management solution.

The challenge
The number of US adults who rely on virtual healthcare services
like Secure Medical to obtain important prescriptions has
continued to rise following the global pandemic; it is important
that these medical prescriptions arrive promptly and into the
right patient’s hands. The challenge for Secure Medical’s
onboarding process is to ensure that new customer identities
are verified and validated without delay, before engaging
with the company’s network of contracted physicians or a
prescription centre.

The solution
Our IDology ExpectID Identity Verification solution enables
Secure Medical to digitally verify patient identities during
onboarding, avoiding the submission of identity documents
that delay consultation with a physician or the fulfilment of
a prescription.

When a patient signs up to Secure Medical, our solution
works in the background in real time, analysing multiple
identity attributes using thousands of data sources to be
sure an individual is who they say they are. The solution
verifies and protects the patient’s identity while maintaining
individual patient privacy during onboarding and when
processing prescription orders.

The impact
At the heart of Secure Medical’s digital service to its
customers is the ability to correctly match patients with
prescriptions. GBG ensures the right Secure Medical patients
get the right prescription quickly. The company maintains
compliance with industry regulations, protects its contracted
physicians and prevents the use of identity fraud using stolen
identity data.

• Secure Medical can be confident its patients are who they

say they are

• Patients are onboarded and consult with a physician quickly

• Compliance with industry regulations is consistently met

The challenge
With a growing digital customer base and suite of digital
banking services, AmBank needed to maintain its excellent
customer experience while safeguarding against fraud. With
dated and siloed fraud protection infrastructure, however,
the bank needed to upgrade to an enterprise-level fraud risk
management solution that complied with Malaysia’s new
Risk Management in Technology regulations governing all
financial institutions.

The solution
The bank’s high volume of transactions are monitored
continuously for suspicious activities by GBG Predator,
providing real-time fraud detection and prevention.
Meanwhile, GBG Predator and our technology partner
Group IB’s Secure Bank solution together provide an
augmented endpoint protection against cyber threats
including bots, malware, and high-risk devices. As AmBank
continues to grow, these solutions can quickly be applied to
all new digital channels and retail banking products.

The impact
GBG has helped AmBank improve its detection of unusual
or suspicious transaction patterns and endpoint threats,
safeguarding against complex fraud and protecting
its customers in real-time, while meeting regulatory
requirements for financial institutions. Moreover, AmBank
is achieving this higher accuracy in fraud detection while
minimising false positives, enhancing the seamless online
transaction experience between the bank and its customers
and strengthening digital trust.

• Higher accuracy in fraud detection with false positives

at a single digit

• Improved detection of high-risk transactions resulting

in a reduction of fraud losses

• Seamless digital banking experience and enhanced

AmBank customer satisfaction

• Full compliance with Malaysia’s Risk Management in

Technology policy

• Back-end processes within Charlotte Tilbury’s warehouses

• Identity fraud is significantly reduced

have been streamlined

GBG Annual Report and Accounts 2022Strategic reportGBG Annual Report and Accounts 2022The state of
digital identity

Balancing identity fraud prevention and
regulatory compliance while delivering a great
customer onboarding experience is a leading
commercial consideration of the digital era.

Bank
account

25%

Employer

20%

Family
information

25%

SIM swapping

43%

AMI spoofing

44%

Call forwarding

36%

Today

SMS
interception

35%

Fringes

14%

Social profile

Device
authentication

48%

Common

41%

Third-party
database

Businesses must not only
combat the identity threats
of today but prepare for the
challenges of tomorrow.

Fraud threats
Fraud consequences
Identity checks
Identifiers

Date of birth

69%

Core

57%

Passport

57%

Identity number

More compliance
and regulation

38%

AI & machine
learning

37%

Emerging

35%

Digitised
identity

Bank accessed
and theft

40%

Credit details stolen
and used

30%

Identity used to open
bank or credit account

Impact

20%

12%

Cheques stolen
and used

15%

Identity used to open
utility account

Name

28%

Uncommon

29%

Detecting genuine
presence

The great switch

The modern consumer demands a smooth
onboarding experience and expects to
be able to transact online securely. With
people accessing goods and services
online more than ever before, consumers
have put convenience at the core of their
buying behaviours.

The consumers we surveyed in The State
of Digital Identity 2022 will no longer stand
for poor, confusing or time-consuming
digital services – they are now more than
happy to ditch a brand for a new provider.
Our research reveals during the past 12
months many consumers have decided it’s
time for a change and we have entered the
age of ‘The Great Switch’.

Simple and secure onboarding
As the battle for new customers heats up,
having an onboarding process that lets
them sail through and sign up is crucial.
But sceptical consumers revealed there’s
some way to go. More than a quarter
(28%) said they’d abandoned signing up
for a new online account because it took
too long, while around one in eight (12%)
stated they didn’t complete registration
because it was too difficult.

We asked consumers to rate the
importance of factors when opening
a new account online.

These factors were rated ‘extremely
important’

Secure:

Easy:

Quick:

22%

31%

57%

Businesses recognise they have more to do
in providing both a frictionless experience
and protection against fraud. When asked
to rate their success at striking the right
balance, on a scale from zero to 10 - with
the top mark considered a friction-free
approach - companies gave themselves
an average mark of just six. If businesses
want to protect their brand and continue
to grow, they must do more to improve that
onboarding experience.

A major reason many businesses do not
deliver a satisfying onboarding operation
is that they’re failing to balance the twin
challenges of delivering a frictionless
experience while simultaneously continuing
to prevent fraud. Consumers, however, feel
strongly about both these factors when
opening a new online account. This problem
is amplified as identity fraud continues to
rise. Nearly one-in-ten consumers have
been victims in the past 12 months. Yet
almost a third of businesses still don’t use
an identity verification service.

Business fortune or failure
Getting this wrong can cost businesses
thousands, if not millions. According to
digital marketing agency WebFX, the
average small and medium-sized business
spends between $9,000 and $10,000
on pay per click every month driving
customers to their websites. Larger
businesses spend more. In our experience,
however, 80% of those leads are lost if a
business asks a consumer to complete a
manual onboarding process.

The modern consumer is more than happy
to walk away from a poor experience
or process. And, with the onboarding
experience often the first interaction a
customer has with a brand, this will not only
lead to lost custom in the short term but
could also damage a brand in the long term.

This change in their behaviour is already
altering the way businesses operate,
with many decision-makers realising that
people will not forgive a brand for a poor
customer experience. Indeed, many brands
are now competing with their rivals to
ensure switching is as simple as possible.
Challenger banks, for example, are making
it possible to ditch a high street bank and
join them in just a few clicks.

Switchers’ behaviour can therefore be a
precious commodity for companies - but
they must do everything they can to ensure
it’s not sacrificed through substandard
service which swells the dropout rates that
are such a problem for many brands. The
ability of businesses to successfully tap into
The Great Switch could mean the difference
between fortune and failure in this new
golden era of eCommerce.

Rapid digitalization means
increased fraud

Two in every three
businesses expect
fraud to increase in
20221

1 The State of Fraud 2022, Acuant

More online
Scan the QR code to
read The State of Digital
Identity Report 2022.

GBG Annual Report and Accounts 2022Strategic reportGBG Annual Report and Accounts 2022Environmental, Social
& Governance statement

“

At GBG we know
that delivering
positive ESG
outcomes is
fundamental
to our success.

At GBG, we build solutions that
protect individuals. Safeguarding
our customers and their
consumers from negative
environmental and social
impacts is at the heart of the
solutions we offer.

Please read below for some of the ways
we impact these outcomes.

• Identity

Our identity solutions allow the
verification of individuals’ true identity to
ensure they are who they say they are.

Identifying that an individual is who they
say they are prevents crimes, such as
money laundering and identity fraud,
which can have a hugely negative social
and financial impact on the businesses
and individuals it affects. It can also verify
an individual’s age to make sure that
children are not exposed to potentially
harmful products and services.

• Location

Our location solutions validate accurate
and reliable address data.

Accurate and reliable address data
ensures that our customers can get
their products and services to the right
people, in the right place. This is crucial
in times of need. For healthcare services,
for example, knowing that medication
is reaching the right people, in the right
place, is critical. Getting your customer’s
location right can also prevent failed and
therefore repeated, deliveries, which
saves additional and unnecessary fuel
usage.

• Fraud

Our fraud solutions offer defence against
modern-day financial crimes.

Our solutions can identify and therefore
help prevent the bad actors, averting
crimes such as identity, application and
transaction fraud. This makes the digital
world safer for everyone else.

We know that our team are the fundamental
force behind delivering our strategy.
That is why they remain our principal
priority. A resilient and engaged team
with access to training, benefits and
progression will deliver exceptional results
for our customers. This, in turn, benefits
the business, which benefits the wider
community and our investors. As a result,
we are able to build trust in a digital world.

We have continued to grow the team
through organic and inorganic growth and
are delighted to have welcomed Acuant
and Cloudcheck to the GBG team this year.
They bring over 200 highly experienced
professionals, as well as a shared vision,
enabling trust in the digital economy. We
listened to our new team members during
the acquisition journey to understand their
values so we could prioritise the most
impactful opportunities. You can read more
about this on page 26.

We formed an ESG Committee to ensure
we have the people and governance in
place for ESG to be central to our decision-
making, which I am proud to chair. The
Committee means that ESG considerations
have Board-level oversight and involvement.
This equips us to deliver on our ambitions
and makes sure we are accountable for
our commitments.

To make a meaningful change, we need to
link our commitments to global action. In
recognition of the urgency to drive global
sustainable development and the business’
duty to play its part, we aligned our ESG
programme with the United Nations
Sustainable Development Goals (‘SDGs’)
in our 2021 Annual Report. With less than
a decade left to deliver the SDGs, we are
committed to continually improving our
approach. We have prioritised the goals
that are most relevant to our business and
sphere of influence and you can see an
update on our progress on page 22.

The UN Climate Change Conference in
Glasgow (COP26) demonstrated the need
for scaled up and ambitious action from
governments, companies and individuals.
At GBG we are committed to reducing our
environmental impact. That is why we have
set a target to be carbon neutral in our own
operations by 2023. You can read more
about this target and how we are planning
on delivering it on page 29.

In the year ahead, one of our key priorities
will be continuing to improve the collection
and validation of our ESG-related data.
We want to ensure that we maintain the
same level of rigour in the ESG targets and
metrics we set, as we do in all other areas
of our organisation.

At GBG we know that delivering positive
ESG outcomes is fundamental to our
success. By identifying and preventing the
bad actors, the solutions we offer address
societal, environmental and regulatory
issues. We look forward to continuing to
scale up our action and impact, as well as
increasing our ambition in the coming year.

Natalie Gammon
Chair of ESG Committee

22 June 2022

FY22 highlights

UN Sustainable Development Goals
We support the UN Sustainable Development Goals (SDGs).
Please see the following pages for information on our
contribution to the SDGs.

Slave-Free Alliance
We became a member of the Slave-Free Alliance.

ISO 27001
We maintained ISO 27001 certification.

IS 552579

95%
ESG Committee

of our team “would recommend GBG as a great place to work”1.

FY22 was our first year of ESG Committee meetings.

1 Please see page 27 for further details.

GBG Annual Report and Accounts 2022Strategic reportGBG Annual Report and Accounts 2022
Environmental, Social
& Governance statement continued

The United Nations Sustainable Development Goals (SDGs)
are “the blueprint to achieve a better and more sustainable
future for all”2.To achieve the SDGs, we all need to act.

Last year we assessed which of the goals we could have the biggest impact on.
Please find progress against those goals below, summarised under the key pillars
of our ESG programme.

Our contributions to the UN SDGs

Our focus areas

FY22 progress

FY23 and longer-term objectives

Inclusion, diversity and equality
Building a culture of inclusion,
celebrating our diversity
and creating fair and equal
opportunities

• Set long-term gender and ethnicity targets

• Launched our first global diversity data

collection process

• Expanded our Gender Pay Gap Report

to represent our global team

• Created our first women’s network,

GALvanise

• Continued to be a gold sponsor of Women

in Identity’s research, the ID Code of
Conduct

• Exceed 40% female representation
across our global workforce and at a
senior team level by 2026

• Continually increase participation in
all areas of voluntary diversity data
collection, especially ethnicity. We plan
to use this data to publish a report on
our team global ethnicity in 20233

• Be an early adopter of the Women

in Identity Code of Conduct

People and policies
Putting the structures in place
to engage great people

• Our team spent 17,899 hours on formal

• Expand Progression@GBG across the

training

• 95% of our team “would recommend

GBG as a great place to work”, achieving
our objective to stay above 90% (2021:
91%)4

Group – giving clarity to how to progress
internally

• Launch enhanced training on manager

capability and confidence

• Maintain employee satisfaction above

• Invested over £540,000 in training

90%

Trust and responsibilities
Delivering our purpose as a
responsible business

and development

• Launched our Work When and Where

You Want Policy

• Created a GBG mentoring programme,

with over 100 participants

• Our solutions prevent and reduce financial
crimes, making the digital world safer for
everyone else

• Continue to maintain a high level of data

protection and security, including reacting
to evolving threats

• We enable financial inclusion by using

• Review our practices to strengthen

multiple data sets, which are wider than
traditional approaches

our commitment to preventing modern
slavery in our supply chain

• Maintained ISO 27001 accreditation

• Achieve carbon neutrality by 2023

• Formed a partnership with the Slave-

Free Alliance

through energy management and high-
quality offsetting

• Expanded our Scope 1 and 2 greenhouse
gas emissions to our global operations

• Broaden our Scope 3 greenhouse

gas emissions measurement

2 https://www.un.org/sustainabledevelopment/sustainable-development-goals/
3 Please see page 26 for further details on our target setting.
4 Please see page 27 for further details

Stories from our solutions

Improving patient
referrals

Providing solutions for
local authorities

Preventing fraudulent
applications

A key challenge for primary healthcare
providers is ensuring that the referrals they
make are the best choice for their patients.
Inaccurate and incomplete address data
can result in additional communication
being needed, which can cause delays
in treatment, or patients being referred
to providers further from their home than
necessary.

GBG’s Loqate address verification and
geocoding can integrate into referral
management systems to reduce this
challenge. By automatically checking
that incoming and existing addresses are
accurate, we can reduce the administrative
burden and lag times associated with
incomplete referrals.

Our solution is also able to work with
NextGate by Lyniate’s Enterprise Master
Person Index to decrease duplicate records
across healthcare systems. This ensures
that there is one single record for each
patient, minimising the need for a manual
correction process and reducing the
potential for errors.

This single record can then be used to
calculate the distance from the patient’s
address to the options of specialist
healthcare providers and share this
information with the patient’s doctor. This
results in more accurate patient matching,
saving unnecessary travel and therefore,
time, money and energy.

GBG’s Trace and Investigate business unit
works with around 50 local authorities to
help prevent and detect fraudulent activity.

The solution offers use cases, such as
helping housing authorities to find and
locate rogue landlords, trading standards
authorities to investigate criminal gangs
selling counterfeit goods and waste
enforcement teams to identify the sources
of fly-tipping incidents.

We help to maintain the integrity of the
solution by requiring individual users to
input unique, user-specific credentials
and accept data-use terms and conditions
every time they access the secure web-
based interface. They can then search the
Investigate database. As well as protecting
the way the solution can be used, it also
ensures that data compliance and GDPR
regulations are met.

The combination of contact, business,
financial, open source and historical data
– all searchable in one place – has proved
a powerful asset for local authority fraud,
compliance and debt tracing teams.

GBG partnered with CTOS IDGuard, South
East Asia’s first fraud prevention bureau,
to provide real-time automated alerts on
potentially suspicious loan applications.

Powered by our fraud and financial crime
solution, CTOS IDGuard is a pivotal fraud
platform for the key members, who are
from financial institutions in Malaysia.
The initial participating group of banks
prevented confirmed fraudulent credit
applications that would have cost RM28
million (approx. £5 million) in the first 12
months (as of December 2021). Victims of
fraud can suffer from devastating emotional
and financial impacts, so preventing these
types of crimes reduces wider negative
social outcomes.

Over half of the alerts are due to
applications made by fraudsters known
by the syndicate. So, the fraud bureau is
able to detect these threats by using the
partnership to pool multiple data sets. As
of December 2021, CTOS IDGuard saw an
uplift in fraud detection of up to 30% for
credit card applications.

Currently, GBG and CTOS IDGuard are
progressing the fraud bureau by leveraging
the Instinct Hub and GBG machine learning
module to further reduce the false positive
rate and improve the accuracy of fraud
detection for its members.

GBG Annual Report and Accounts 2022Strategic reportGBG Annual Report and Accounts 2022Environmental, Social
& Governance statement continued

Governance underlines everything we do. This
then supports our people, who then act to protect
communities and the environment through our
innovative solutions, our policies and our practices.

Governance
Corporate governance
We created our ESG Committee to reinforce
our governance over ESG-related activities.
The Committee represents the Board in
defining our ESG strategy and makes sure
we take a systematic approach to reviewing
relevant practices and initiatives.

To support the ESG Committee in delivering
our programme of work, we hired a full-time
ESG Strategist and Programme Manager.
By creating this role, we have bolstered
our ability to develop, implement and
communicate our ESG strategy and create
clear responsibility for our activities.

The Board and its committees oversee
and are ultimately responsible for ethical
issues. We provide training as part of our
Group learning management system, ‘be/
developed’, which outlines how to apply
an ethical framework to decision-making
in the workplace.

This year we introduced ESG-linked targets
in our Executive Directors’ remuneration.
The targets emphasise senior accountability
for ESG and make sure that they consider
ESG factors in business planning, priorities
and decision-making.

We fully comply with the Quoted Companies
Alliance Corporate Governance Code. For
further information on our ESG Committee
please see page 92 and on remuneration
targets please see page 79.

Ethical practices and policies
This year, we updated our Code of Conduct
to reaffirm our approach to professional
and ethical standards. This makes sure
that we continue to enable organisations to
create trust with their customers, helping
them mitigate ethical risk within their own
businesses.

Our Code of Conduct defines what our
team members can expect from us, and
what we expect from every team member,
third-party contract and agency, including
(but not limited to) the following areas:

• Anti-corruption and anti-bribery

• Dignity at work

• ESG

• Health and safety

• Inclusion, diversity and equal

opportunities

• Modern slavery

• The wellbeing of our team members

In addition, it ensures our team are familiar
with the GBG Whistleblowing Policy. This
policy outlines how to raise a concern
confidentially to our external Whistleblowing
Hotline, which is available 24/7 in local
languages, without fear of reprisals. The
policy applies to all individuals working
at GBG (whether permanent, fixed-term,
or temporary), consultants, contractors,
volunteers, interns or any other person
associated with GBG. You can find out
more about our Whistleblowing procedures
on page 76.

We have an open culture and seek to
resolve most issues informally. When this
isn’t possible, however, we have a formal
grievance procedure that supports all team
members in resolving concerns.

Modern slavery
We recognise that all businesses have a
key role to play in preventing all types of
modern slavery in their own business and
supply chains.

We have published a Modern Slavery
Statement on our website. This statement
sets out our commitment to improving our
practices to ensure that slavery and human
trafficking are not taking place in any part
of our business or supply chain.

We circulate and share our Modern Slavery
Statement with team members annually. We
do this to make sure everyone understands
the risks of modern slavery and human
trafficking in our business and supply chain.
In addition, we require all new starters to
review and confirm their understanding of
our Modern Slavery Statement as part of
their online induction process.

This year we partnered with the Slave-
Free Alliance to help us create and adapt
the structures and processes needed
to improve our approach systematically.
Together we are performing a gap analysis
to identify opportunities to strengthen our
commitment and the strategy needed to
deliver on these. Following the completion
of this process, we will then set out a
roadmap for improvement so we can
maintain a thorough and proportionate
approach that remains flexible to this
evolving issue.

Bribery and corruption
Our Anti-Corruption and Anti-Bribery Policy
sets out our responsibilities in observing
and upholding a zero-tolerance position on
bribery and corruption. The policy applies
to all team members who work for GBG,
including its subsidiary companies across all
jurisdictions. We require all team members
to read, understand and comply with the
information contained within the policy.

Working with suppliers
We have a responsibility to protect and
improve outcomes for people and the
planet not only within our own operations
but also within our supply chain.

This year we enhanced our vendor due
diligence process to ensure we have the
necessary information before deciding
on a supplier or partner. This means that
as well as stringent information security,
data compliance checks, and financial
stability checks, we also understand the
ESG policies and activities they have in
place. We continue to provide fair access
to opportunities and equal treatment for all
vendors during the selection process.

Data security and privacy
While we have always been committed to
complying with applicable legislation and
ensuring secure processing, we believe the
ethical use of data goes beyond this.

Building trust with all stakeholders –
individuals, our customers, suppliers,
team members, investors and regulators –
is of utmost important to us.

We have a global team of experts
focused on privacy and data security.
With individuals at the heart of what we
do, our data and privacy experts work
collaboratively with our commercial teams
to find solutions that enable compliant,
appropriately controlled business
innovation and development that delivers
real benefits.

Prior to any processing, we conduct robust
privacy and information security due
diligence on the third parties we engage
with. We also carry out a detailed review of
the activity involved to ensure we meet legal
requirements and maintain high standards.

Internally we have a program known as ‘be/
compliant’, which, at its simplest level, is
based on four guiding principles:

1. We will ensure we know what we can do

with data and, if unsure, we will ask

2. We will be clear about how we are going

to use data

3. We will ensure we protect the data we

hold or process

4. We will ensure compliance, both

individually and as a team

We embed be/compliant into our
business operations, utilising a number
of mechanisms which includes training
and awareness. We deliver global privacy
and information security training for all
GBG’s team members annually, including
part-time and contract team members. It
is mandatory regardless of a person’s role
and it is also tracked to ensure completion.

IT Security
As well as maintaining the standards you
would expect – ISO27001, Cyber Essentials
Plus and PCI DSS compliance – we
have also implemented a 24/7 security
operations centre this year. The centre
responds to any event or notification to
uphold GBG’s security posture. This means
we have eyes and ears on the threats and
threat actors that are most likely to impact
our business.

We also maintain product and location-
specific controls and certifications, such as
Loqate Verify’s ISO20243 certification or
IDology’s SOC Type II audit.

Our Cloud Security Posture Management
now monitors 100% of our cloud accounts,
alerting us to risks immediately and creating
a security baseline across all our accounts.

We conduct external information security
systems audits at least annually.

Maintaining the highest levels of privacy
and security operations is fundamental
to what we do.

GBG Annual Report and Accounts 2022Strategic reportGBG Annual Report and Accounts 2022Environmental, Social
& Governance statement continued

Understanding our People initiative
We know that we can’t manage what
we haven’t measured. That’s why we
launched Understanding our People, our
first diversity data collection process. This
voluntary process is a fundamental step
in our diversity programme, be/yourself. It
gives us the tools to measure and track the
progress we are making and set our first
diversity and inclusion targets.

We ran a series of internal communications
across our global team on what data we
wanted to collect, why it was important and
what it would be used for. This helped our
team understand and become comfortable
with the process, which created a positive
response.

So far, 37.3% of our workforce has
responded to at least one of the categories,
enabling us to start to set targets for
gender and ethnicity across our workforce
and wider leadership team.

Embedding our partnerships
Black Young Professionals (‘BYP’)
In 2020, Chris Clark made a public
declaration of support to improve inclusion
of Black people within the workplace by
signing their open letter.

We engaged the BYP network to help us
deliver on this commitment and scale up
action on increasing representation of
Black and Minority Ethnic people within
our team.

To do this, BYP provides us with access
to a community of talented and motivated
young black professionals, across the UK
and USA, through their job board.

Stonewall
We have launched a partnership with
Stonewall, a charity dedicated to supporting
members of allies of the LGBTQ+
community. This partnership is helping
us understand and support our LGBTQ+
team members and encourage a culture
of belonging and acceptance. To start,
we have conducted a gap analysis of our
current approach and policies to confirm
good practice and to act on improvement
areas. We will also be assessing our
progress with our first UK workplace
equality index submission this summer.

Diversity and inclusion
objectives

GBG aims to exceed 40% female
representation across our global workforce
and at a senior team level by 2026.

Across our whole workforce (including
Acuant and Cloudcheck), 37% of our
team identify as female and 63% identify
as male. In our Executive Team plus their
direct reports, 33% identify as female
and 67% identify as male. The diversity of
our recent acquisitions is not as strong as
GBG’s organic growth and so this will give
us an additional challenge.

This target is of our organic growth
and therefore does not include future
acquisitions. We wanted to set targets
for the senior team level, which is our
Executive Leadership Team and their
direct reports, to ensure that our key
decision-makers also reflect a more diverse
workforce.

Please see the ‘Attracting and retaining
talent’ section on page 27 for some of
the approaches we are taking to achieve
this objective, alongside the partnerships
outlined in this section.

GBG aims to continually increase
participation in all areas of our voluntary
diversity data collection, especially
ethnicity. We plan to use this data to
publish a report on our team global
ethnicity by 2023.

We are planning to publish our Global
Ethnicity Report alongside our Gender Pay
Gap Report in 2023 and for this report to
reflect our major global locations.

Our ESG Committee has oversight of our
diversity and inclusion objectives.

Women in Identity
GBG is a gold sponsor of Women in
Identity’s flagship research, the ID Code of
Conduct. This work seeks to define a set
of guiding principles that will drive greater
diversity and inclusion in the design and
development of digital identity solutions.

Social

Our solutions

One of the key ways we impact positive
social outcomes is through our products
and solutions. From identifying,
preventing and investigating crimes to
improving financial inclusion, societal
benefits are inbuilt in our solutions.

Find out more about our solutions
on pages 10 and 11

Our team members
We have a vision to have the best and most
engaged team members in the industry.
This year our team expanded to 1,056
through organic growth and to 1,276
including the Acuant and Cloudcheck
acquisitions (2021: 1,024). Our team
members span across 17 countries
(2021: 14) and over 97% are permanent
employees.

To make sure our new team members felt
part of the GBG family, we brought them
into our group policies and practices as
quickly and smoothly as possible. We
ran virtual sessions in FY22 with Acuant
across the different locations to introduce
the team to our people plan, be@GBG,
including access and insight into our
programmes and benefits (and will do so
with Cloudcheck in FY23).

Inclusion, diversity and equality
Our be/yourself programme aims to support
and promote an inclusive and diverse culture
at GBG and encourage individuals to be
their authentic selves at work.

The be/yourself programme is supported
by our Inclusion, Diversity and Equality
Policy. The policy communicates our team
members’ responsibility and rights to
inclusion and equality, as well as clarifying
our zero-tolerance towards discrimination.

At GBG, we are proud of our rich
tapestry of experiences, thoughts and
backgrounds that make us who we
are. Our be/yourself initiative is our
commitment that we will all be treated
as equals. As allies to one another, we
will continue to support and celebrate
our differences so that we can all feel
empowered to be our authentic selves
in the workplace.

James Miller
Chief People Officer

GBG has taken an active role in all areas
of their work to date. A number of our
product team members will provide input
into the development of the key principles
through their participation in the Code
of Conduct Design Sprint. We are also
committed to being an early adopter of the
Code of Conduct and will formally commit
to abiding by the principles via certification
(upon release).

Alongside our work on improving the
accessibility of our products via the GBG
Design System (developed in-house by our
User Experience Team), we are committed
to ensuring that our products and services
are designed for and can be used by the
broadest possible consumer base.

Events and networks
To help embed the be/yourself philosophy in
everything we do, our be/yourself champions
network runs an engaging calendar of events,
stories, blog posts and celebrations.

We are also excited to have launched our
first GBG women’s network, GALvanise.
The network, launched on International
Women’s Day 2022, aims to support
women within their career, focusing
specifically on barriers facing women in
technology and the workplace. GALvanise
will help foster positive relationships
between all genders in the workplace and
encourage allyship, as well as address
more general gender equality issues.

Training and reporting
All new starters receive an introduction
to the be/yourself programme in their
mandatory induction training. This year we
also ran a number of live virtual sessions
on the bystander effect. These sessions
covered the importance of being an active
bystander and several ways you can safely
and effectively support others at work.

This new topic was supported by previous
learning and training, such as: unconscious
bias, microaggressions, conscious inclusion,
and allyship vs advocacy. We required
all managers to complete this training
and encouraged everyone to attend the
interactive sessions.

Gender pay gap
We continue to publish an annual Gender
Pay Gap Report, available on our website
at https://www.gbgplc.com/en/legal-and-
regulatory/gender-pay-reports/. In our 2021
report, we expanded from reporting solely
on the UK to representing our global team.

Attracting and retaining talent
One of our top priorities is to attract and
retain a diverse workforce of great people.
As an equal opportunity employer, we are
committed to providing fair opportunities
for everyone regardless of age, gender,
race, religion, sexual orientation, parent
status or disability.

This year we launched our Culture+
programme as a way of hiring equitably for
a more equal GBG. The scheme asks hiring
managers to look at the diversity of their
teams, recognise gaps and work with the
Talent Attraction Team to support them in
hiring candidates who can help grow our
culture.

Our Family Friendly Policy provides
enhanced paid maternity leave, up to
10 paid ‘keeping in touch’ days for team
members on maternity leave and offers
added flexibility for all new parents (all
genders) to support their families by
returning to work part-time. We know that
supporting our team members in their
family lives ensures they get the support
they need to create a smooth transition
when they are ready to return to work.

We continue to offer apprenticeships to
new starters and existing team members.
In 2021/22, we had 11 team members
undergoing training at a variety of levels
and stages in their careers, which are
progressing as planned. This year we started
a partnership with QA, who offer technology
and digital apprenticeships to help empower
our team with the skills they need.

Our attrition rate has increased this year,
from 9.9% in 2021 to 15.6% (including
Acuant). While we know that average
attrition rates have been increasing globally
following the Covid-19 pandemic and we
are not at levels reported elsewhere in the

industry, this is an area we would like to
improve on. We will aim to do so by listening
to our team and taking appropriate action to
make sure we continue to be an employer
of choice.

Communication with team members
With our team expanding globally and with
the introduction of our Work When and
Where You Want Policy, effective internal
communications have never been more vital.

These communications include:

• be/connected – our global intranet

• Bi-weekly Business Update – Chris Clark,
our CEO, and James Miller, our Chief
People Officer, host a bi-weekly update,
inviting different guests to join to provide
insight from across the business

• In-Brief – our bi-weekly all team newsletter
provides key news stories from the business

• InTouch – a monthly managers’ newsletter

providing insight, support and news

• InspireME Talks – bi-monthly talks featuring
internal and external speakers, who share
insight into inspiring stories

• Quarterly Check-ins – an opportunity to

discuss current expectations, growth and
development within the business

• Kick Off – an annual team event where

we discuss our business priorities for the
coming year

Engagement and satisfaction
Every six months, we invite our team
members to respond to a series of
questions relating to workplace satisfaction,
management quality and overall engagement.
We are delighted that 95% of our team
“would recommend GBG as a great place to
work” (2021: 91%), with 93% of our team
members responding (2021: 94%).

We have worked closely with Gallup, the global
consultancy, to make sure we are following
best practice. As a result, we will record
Acuant responses separately for 12 months
following the acquisition. We track the survey
results over time to understand how it feels to
be at GBG and empower our leaders and our
teams to create an engaging environment that
positively affects performance.

Another way of gauging the effectiveness
of our culture is through our Glassdoor
score, which is an anonymous public online
employee-to-company review platform. We are
seeing a steady increase in our year-on-year
scores, from 4.0 in 2021 to 4.1 this financial
year (2020: 3.8).

GBG Annual Report and Accounts 2022Strategic reportGBG Annual Report and Accounts 2022Environmental, Social
& Governance statement continued

coming year we commit to enhancing our
offering to continue to improve manager
capability and confidence.

In FY22, our team members were pursuing
40 external formal qualifications and training,
accounting for 1,057 hours of activity.

This year we launched a global mentoring
scheme. The scheme provides opportunities
for both the mentor and the mentee to
develop their career, broaden their network
and increase their knowledge of what we
do. We are delighted to already have over
54 active partnerships and over half of the
mentees are female. So far, nearly a fifth of
the mentees have progressed in their career
since the scheme launched, either into new
roles or via a promotion.

Recognition and incentives
We operate an annual Sharesave Plan,
which affords all team members at
GBG (except for China where there are
challenges in respect of personal share
ownership) the opportunity to share in the
Group’s performance.

To recognise their contribution, we awarded
all our eligible team members share options
in April 2021.

We continue to recognise success through
our VOS (‘Vision, Objectives, Strategies’)
Awards, to celebrate team members for their
outstanding contribution to the business. We
also reward our team members who have
demonstrated consistently high performance
through our Annual Incentive Scheme.

We want to ensure our team members
are clear about expectations and feel
supported to achieve them. We ask
everyone to have quarterly check-ins
with their manager to discuss progress,
development and growth. It gives a
structured opportunity to get feedback and
have a conversation about professional
development and gives managers a real-
time understanding of what can be done
to enhance and support their team.

Health and safety and wellbeing
We value the wellbeing of our team
members above all else. Wellbeing at GBG
covers five core areas shown above right.

We are continuing to release resources and
run events and training, with the support
of our wellbeing consultant, to give tools
and techniques to our team members on
staying mentally and physically fit.

Mental Fitness

Healthy Lifestyle

Social Engagement

Physical Fitness

Financial Stability

All team members globally have access
to our Employee Assistance Programme
(‘EAP’) to help get them the support they
need. EAP grants team members access
to confidential help with issues such as
health, financial support, family matters
or other problems which may lead to worry
or anxiety.

We take our responsibility for health and
safety very seriously and are committed to
a programme of progressive improvement.
Our Health and Safety Policy outlines our
key standards, systems and procedures.
We share guidance updates on health and
safety with our team members regularly.

Society
We encourage our team members to be
active citizens in their local communities
through volunteering. One of the key ways
we do this is through the GBG Challenge.
In FY22, with the pandemic still an urgent
and ongoing issue, we chose to continue
supporting Covid-19 relief. The teams
travelled (walking, running, cycling or
otherwise) to collectively reach their goal
distances to raise money for their local
charity. In FY22 our team members raised
£39,644.41, including donations matched
by GBG.

Donating laptops
This year we started a project to donate
our used laptops. Historically, when it was
time for a laptop to be updated, we would
replace it and send the old one to be
recycled. Instead, we started to securely
wipe and rebuild the laptops, with age-
appropriate settings, so we could donate
them to young carers. With so much
of today’s learning only accessible via
technology, a laptop can be a crucial tool
for students.

Work When and Where
You Want Policy

As part of our commitment to our team
and flexible working approach, we have
created a Work When and Where You
Want Policy. This policy gives our team
members choice, empowers them and
supports a balance in work and home life
based on trust.

To find out more about the policy, please
see page 35.

“When my mum was diagnosed
with dementia, the Work When and
Where You Want Policy allowed
me to have the flexibility I needed
to care for her. This meant that I
could have precious time with her
and that I was able to build my
work schedule around my other
responsibilities, knowing that my
company was supporting me to do
so.”

Marina Bosley
Workplace Experience Manager, Europe

Training and development
We want everyone in our team to have
access to opportunities to learn, develop
their skills and grow their careers and
progress. Through our training platform,
be/developed, we offer a broad range of
learning opportunities, which are updated
regularly. The platform is available to all
GBG team members, including part-time
and contractors, who are also required to
complete our mandated training courses.

Enhancing the leadership skills and
confidence of managers can have a
ripple effect across the business. Gallup
estimated that team members who work for
highly engaged managers are 59% more
likely to be engaged than those who work
for actively disengaged managers. While we
have always offered our managers learning
and development opportunities, in the

Environmental
Measuring our carbon footprint
We are excited to announce our commitment
to be carbon neutral in our own operations
by 2023. This means reducing our Scope 1
and 2 greenhouse gas emissions through
energy management and efficiency measures
and using high-quality offsetting solutions to
counteract the remaining emissions.

We also wanted to set a longer-term target to
ensure that we are improving our efficiency
as we grow. Therefore, we have also set a
target of reducing our Scope 1 and 2 carbon
intensity for revenue by 10% by FY25.

To make this happen, we’ve measured our
global Scope 1 and 2 emissions, which you
can see outlined to the right. This is the first
time we’ve expanded this measurement to
our global (not just UK) emissions.

This is the first step in our long-term
carbon reduction process. We are planning
to set further targets as we build on the
measurement of our Scope 3 emissions and
will report on our progress annually.

Energy and waste management
As we’ve been able to start returning to
our global offices following the loosening
of restrictions, we’ve reinvigorated our
approach to equipping our team members
with sustainable solutions to enable recycling
and reducing waste. We’ve increased the
information and guidance shared with our
team to raise environmental awareness and
highlight what they can do.

We operate a ‘Cloud-first Policy’ and will work
with our providers to improve the measurement
of the emissions of our activities, which will
help support our future Scope 3 reporting.

Our offices also operate with light sensors
and air conditioning and heating timers, as
well as electrical sensors to minimise water
usage. As we work towards reducing the
intensity of our emissions, we are planning
to seek out additional solutions.

Task Force for Climate-related Financial
Disclosures
The recommendations of the Task Force
for Climate-related Financial Disclosures
(‘TCFD’) create a useful framework for
companies to measure and mitigate their
climate risk. Although TCFD-aligned reporting
is not required of us until FY24, we plan
to set up an internal working group in the
coming year to develop our approach to the
recommendations. We intend on disclosing
our progress in next year’s report.

Source

Scope 1
(natural gas)

Scope 2
(location-based
purchased electricity)

Location

Rest of the world

Total

Rest of the world

Total

Intensity ratio for revenue
(Scope 1 and 2 tCO2e/£m revenue)

Scope 3
(reimbursed car travel)

Rest of the world

Total gross emissions

Total

Rest of the world

Total

Tonnes CO2e

FY2022

FY2021

FY2020

200

289

204

290

144

304

448

1.25

1.50

2.53

148

202

350

127

204

331

256

104

360

455

408

763

This data has been prepared in line with the Greenhouse Gas Protocol. The footprint
methodology conforms to ISO 14064-1 and the verification conforms to ISO 14064-3,
with limited assurance from Clearstream Solutions. This year’s reporting does not include
Acuant and Cloudcheck.

In addition, in the last year we have enhanced our approach to data collection and are
therefore re-reporting our historic figures to reflect this improved approach, as well as
reporting our FY20 figures for the first time.

GBG Annual Report and Accounts 2022Strategic reportGBG Annual Report and Accounts 2022Section 172
statement

Maintaining strong
relationships with our
diverse stakeholder
base is key to GBG’s
long-term success.

The GBG Board takes its responsibilities
under section 172 of the Companies Act
2006 seriously; the Directors strive to
act in the way that they consider, in good
faith, would be most likely to promote the
Company’s success for the benefit of all our
stakeholders. You can find more information
on each of the statements and further detail
on how the Directors engage with each
stakeholder group in the corresponding
section of this Annual Report.

The Board recognise the importance of
engaging with stakeholders to help inform
our strategy. They also acknowledge
that every decision they make will not
necessarily result in a positive outcome
for all of our stakeholders.

The Board carefully considers key and
material decisions regarding the likely
consequences on all stakeholders and,
where appropriate, they discuss these
matters with the affected stakeholder
group. This helps the Board to understand
their views and factor their feedback into
our decision process.

The business units and our central
services teams regularly report to the
Board about the strategy, performance
and key decisions they’ve taken and on
the regulatory environment in which
GBG operates. This assures the Board
that senior management consider
stakeholder interests in decision-making
and also that they consult the Board on
matters and decisions that require its
support and approval.

Stakeholders and how we have engaged

Investors

People

Customers

We also engage with institutional
investors across the UK, US and Europe
throughout the year. Senior management
supported by Investor Relations, conducts
group and one-to-one meetings on
investor roadshows and at conferences
hosted by various banks. During the
year we appointed a dedicated investor
relations senior manager, expanding our
capacity to manage our investor relations
programme effectively and engage with
existing and potential investors as the
business grows.

These discussions cover a wide range of
topics, including financial performance,
strategy, outlook and governance matters.

Senior management conducted a deal
roadshow ahead of the equity placing
to finance the Acuant acquisition in
mid-November. Engagement with 39
institutional investors covered the
strategic rationale, background, financials
and structure of the deal. Investor
feedback demonstrated support for the
acquisition and was taken into account by
the Board when reaching its unanimous
decision to proceed with the transaction.

GBG has only one class of share in issue
and investors benefit from the same
rights as set out in GBG’s Articles of
Association.

Key areas of interest
• Financial performance

• Dividends

• Share price

• Strategy

• Business model

• ESG

How we have engaged
We actively engaged with our investors
during the year, including the live webcast
presentation and Q&As for our full and
half-year results and the Annual General
Meeting.

At our 2021 AGM we invited shareholders
and their duly appointed representatives
to participate remotely via live audiocast.
This gave our shareholders confidence
that they could engage with the
business of the meeting without physical
attendance.

During the year, we launched an
updated investor website that reflects
our refreshed brand and features
new site content. The new content
helps our investors understand more
about our business and view the latest
announcements and associated materials,
including playback of recent results
presentation webcasts.

We build strong lasting relationships with
our customers. We spend considerable
time understanding their needs and views,
listening to how we can improve our
products for them. GBG has thousands of
customers of all sizes, across the world, so
our global approach with local expertise
is valued by customers, as we understand
complex regulation in different markets
that will impact them.

Key areas of interest
• Relationship management

• Product quality

• Product availability

• Product cost

How we have engaged
We run a continuous Voice of the
Customer programme throughout the
year to gain feedback from customers on
how well we are performing in our overall
relationship with them. Each piece of
feedback is read and acted on, while we
measure customer loyalty through the net
promoter score (NPS). Each customer
has a dedicated account manager as their
main point of contact and the account
manager proactively engages with the
customer throughout the year. As part
of the programme we lead innovation
workshops to gain more in-depth insight,
and action feedback as part of an ongoing
action plan.

Our people are key to our success and
we want them to be successful both as
individuals and team members. We are
very proud of the culture we have across
the Group and the way that our team
members work and collaborate together.
Their cooperation creates a unique
environment in GBG and our colleagues
continue overwhelmingly to recommend
GBG as a great place to work.

Key areas of interest
• Safe working environment

• Development and progression

• Competitive remuneration

• Diversity and inclusion

• Environmental footprint

• Clear policies

How we have engaged
We promote a culture of honesty,
integrity trust and respect. We support
this culture by engaging with our team
members through:

• regular employment engagement
surveys; 95% of our team “would
recommend GBG as a great place to
work”, this is a 4% increase from the
previous year

• quarterly awards for outstanding

performance in supporting our core
values

• annual kick-off seminars to provide
in-depth detail of our strategy and
objectives and to thank our team
members for exceptional performance

• encouraging and supporting a range of

team building events

Although for much of the year we were
limited by travel restrictions in place as a
result of Covid-19, in recent months our
Board and Executive Team have been
travelling to our offices to meet team
members face-to-face.

We hope to continue this over the next
financial year.

Chris Clark, CEO, also hosts bi-weekly
virtual live business updates across the
Group, ensuring that all team members
globally are kept up to date with how
the business is performing and any key
changes they need to know about. Team
members also have the opportunity to
ask the CEO any questions they may
have. We believe this approach promotes
transparency throughout the Group.
Attendance and active participation are
both consistently high, with our team
members citing it as a valuable way of
obtaining key information on GBG’s
performance, mission and strategy

In July 2021, we implemented a “work when
and where you want” policy, which enables
our team members to work flexibly and
which has been extremely well received.
Please see page 35 for further details.

We support a number of initiatives
and activities that focus on the health
and wellbeing of our people: diversity
and inclusion; personal development
opportunities and charitable activities
within the communities where we work.

We recognise the challenge that rising
prices are having on our people and their
families and as a result a pay increase
equivalent to 5% is to be awarded with
effect from 1 April 2022 for all eligible
team members. In some markets we
have also added to benefits such as
holiday entitlement, to ensure we remain
competitive and fair to our team.

In September 2021 we launched our
Share Plans Portal which enables team
members to view, exercise and sell their
shares. We also established an electronic
Global Nominee Service for all team
members participating in share options.

GBG Annual Report and Accounts 2022Strategic reportGBG Annual Report and Accounts 2022Section 172
statement continued

Stakeholders and how we have engaged continued

Customers continued

Society

All customers have access to our 24/7
helpdesk should they need support, which
is available via multiple channels including
live chat. Support queries are all logged
via relationship management systems, and
escalated to be resolved where necessary.
As well as our continuous Voice of
the Customer programme, we gain
feedback on their helpdesk experience
via an automated survey, to continuously
improve the service.

Throughout the year we regularly engage
with customers through marketing
activities including thought leadership
webinars and ‘customer lab’ sessions,
where customers get to discuss relevant
industry topics with peers. As restrictions
eased throughout this year (locally
dependent), we were able to meet more
customers face-to-face, including at
industry exhibitions and hospitality events.

GBG’s products and services benefit
society by building trust in a digital world.
Put simply, we help GBG’s customers to
onboard their own customers safely and
securely, reducing online friction, enabling
them to comply with their regulatory
requirements and to reduce fraud.

We engage with the communities where
we operate by supporting local and
international charities. We raise funds and
encourage team members to volunteer
and participate in activities that support
these local causes.

We operate a ‘reduce, reuse and recycle’
policy across all our offices. This includes
technology and office consumables. To
conserve energy, we have installed light
sensors as well as air conditioning and
heating timers in our offices. We actively
promote video conferencing for team
meetings to reduce unnecessary travel
between offices.

Key areas of interest
• Social and ethical impact

• ESG

• Supporting communities in which

we work

• Diversity and inclusion

How we have engaged
During the Covid-19 pandemic, digital
services have become even more critical
to the UK economy, with GBG’s research
indicating significant increases in the
number of people who have opened new
accounts online in the past 12 months.
GBG’s products and services enable
individuals to access online services
safely and securely.

With increased online traffic, email
volumes and working from home,
fraudsters have become ever more
opportunistic in targeting vulnerabilities
for both businesses and consumers.
As such, data enabled fraud detection
and prevention services, such as those
provided by GBG have become important.
These enable retailers, financial services
institutions and other online service
providers to give frictionless onboarding
for customers whilst also protecting
against fraud. This has delivered
significant public benefits during the
pandemic in helping sustain the economy
by making online transactions safe and
secure whilst also protecting against
bad actors.

Last year we aligned our Environmental,
Social and Governance (ESG) programme
with the United Nations Sustainability
Development Goals. We also established
an ESG Committee this year to formulate
our ESG framework and set realistic
Group-level targets. This year, in order
to support the integration of ESG
considerations into our long-term strategy,
we have appointed a dedicated ESG
Strategist and Programme Manager.
For further details please see our ESG
Committee Report on pages 92 to 93.

Each year, we support the GBG
Challenge, a global event where team
members across all our locations globally
complete some form of challenge in order
to raise money for their chosen charity.

Suppliers

Governments
and regulators

Banks

We actively engage with our bankers to
secure optimum rates and terms, while
also providing them with information
about the Group’s prospects and
governance. By doing this, we continue
to secure long-term relationships, built
on trust and mutual benefit.

Key areas of interest
• Low risk

• Ability to repay loans

How we have engaged
During the year, we ran a competitive
tender across our banking syndicate to
refinance existing facilities and provide
funding for the Acuant acquisition.

Based on the relationships we have
developed and regular engagement,
each of the banks were supportive
and entered into the tender for the
new facility. The decision was made
to change one of the members of the
banking syndicate to ensure we received
the optimum rates and terms for the
benefit of the Group.

There is a direct correlation between the
way we interact with our key suppliers
and the quality of the product and
services we deliver to our customers.
Alongside looking for new suppliers to
enhance our business and to provide
resilience, we also recognise the
importance of our existing supplier
relationships. Developing these long-term
relationships builds trust and support
within a partnership environment.

Key areas of interest
• Social and ethical impact

• Payment practices

• Develop and maintain

longstanding relationships

How we have engaged
Our key suppliers provide us with data
and technology. To ensure that our
suppliers meet our and our customers’
expectations, we conduct a rigorous
supplier due diligence process. This
includes an assessment of their privacy
compliance, information security
standards and, where relevant, the
quality of the data they provide to us.

During the year, we appointed a
dedicated Procurement Manager to
design, own and communicate Group-
wide procurement policies to be followed
throughout the procurement lifecycle.
Our dedicated procurement team
focuses on developing and managing
our relationship with suppliers.

In January 2022 the Board approved
our updated Code of Conduct. The Code
reflects our consideration of our suppliers’
social, ethical and environmental
credentials during our sourcing process.
The updated Code is used as part of the
procurement process for new suppliers to
set the tone with regards to the standards
we expect from them.

Compliance with laws and regulations,
especially in relation to data privacy,
accounting standards, health & safety
and governance, are key focus areas for
the business. We actively engage with
regulators as and when required.

Key areas of interest
• Compliance

• Maintaining good relationships

with regulators

How we have engaged
We engage with our data regulators and
governmental departments, including
the UK Department for Digital, Culture,
Media and Sport (‘DCMS’), through
a range of industry consultations,
trade association memberships and
conferences.

This year, we engaged with the DCMS
as part of the UK Digital Identity and
Attributes Trust Framework. We also
responded to the UK government’s Data
Strategy Consultation.

We engaged with the Kommission
für Jugendmedienschutz in Germany
when applying for approval of our age
verification products.

In Australia we participated in
consultations on the Digital Identity
Framework and proposed new Australia
Privacy Law.

We have interacted with the UK
Information Commissioner’s Office on
an ongoing basis throughout the year
and have an open and collaborative
relationship with them.

GBG Annual Report and Accounts 2022Strategic reportGBG Annual Report and Accounts 2022Section 172
statement continued

Key Decisions made in accordance with s172 Companies Act 2006
During the year, the Board has made a wide range of decisions. With each decision, it has focused on what would most likely contribute
to the Company’s success, thus benefiting its members as a whole, while paying careful attention to the factors set out in section 172 of
the Companies Act 2006. Below, we have set out a number of decisions which demonstrate how the Board have exercised this duty and
considered the views of different stakeholder groups:

Issue

Decision

Stakeholder consideration

Issue

Decision

Acuant acquisition
Connected stakeholders:
1 2 3 7

The combination of our two
businesses is a complementary
and powerful one. Together, we
are creating a global leader in
identity verification as well as
strengthening our capability
to capitalise on the adjacent,
emerging and fast-growing
identify fraud market.

The US is the largest and most
strategic market for location,
identity and fraud services.
The combination of GBG and
Acuant strengthens the breadth
of our technology portfolio. We
are now able to support our
current customers in new ways
in growth geographies such as
APAC and Europe, where we
already have a strong footprint.

The Board was unanimous in believing this acquisition would
significantly benefit the Company and therefore was in the
strategic and long-term interests of all our stakeholders, notably
our team members, customers and investors.

People – Bringing GBG and Acuant together creates a global
leader in biometric and automated document verification.

Customers – The acquisition enables GBG to expand further
in the US – the world’s largest and most strategically important
market.

Our existing customers will benefit from a combined product
portfolio and we are primed to support potential customers via
accelerated expansion into APAC and other new geographies
over time.

Investors – The Board agreed that acquiring Acuant would be
accretive to the Group’s organic revenue growth and EBIT margins
through increased operating leverage, increasing shareholder
value alongside strong cash performance.

Given our longstanding relationship with Acuant, we were able
to enter exclusive talks to buy the business from its previous
owners and conduct extensive due diligence, thus maximising
our potential to deliver future success.

Having initially approved the transaction, the Board was
disappointed that the placing of new equity share capital to fund
the acquisition required a 17% discount. When it became clear
that this was necessary in order to raise the additional capital,
the Board met along with our key advisors to discuss whether the
transaction should proceed. The Board agreed unanimously that
the proposed transaction and equity placing remained in the best
long-term interests of shareholders, a decision that was validated
by some of our largest shareholders.

The Board were mindful of including retail shareholders given the
size of the equity placing and used the PrimaryBid platform to give
retail holders a chance to participate.

Banks – To provide funding for the Acuant acquisition we ran a
competitive tender across our banking syndicate, to refinance
existing facilities. Having such strong relationships with each of
the banks meant that they were all supportive and were keen to
work with us in order to provide the new facility. The strength of
our engagement meant that we received the optimum rates and
terms for the benefit of the Group.

Slave Free Alliance
Connected stakeholders:
2 5

Work When and
Where You Want
Connected stakeholders:
2 3 5

This year, we became a member
of the Slave Free-Alliance
(‘SFA’), a not-for-profit social
enterprise launched and wholly
owned by Hope for Justice. The
SFA and its members’ vision
is to live in a world free from
slavery. All profits are reinvested
into Hope for Justice’s global
work preventing exploitation,
rescuing victims of modern
slavery, restoring lives and
reforming society. Membership
gives us access to a range of
services designed to help find
and prevent cases of Modern
Slavery in our supply chain –
including site assessments,
crisis response, investigation,
training, online resources, and
technical consultations.

For GBG, there is no longer
such a thing as the typical
9-5 workday. We are a global
business where there are
different requirements to attend
team/customer meetings in
different time zones. Work has
moved from ‘somewhere you
go’ to ‘something you do’. The
time you work and the place
you work in have become less
relevant and what is considered
standard practice differs
between location.

Stakeholders
1 Investors

2 People

3 Customers

5 Suppliers

6 Governments
and regulators

4 Communities
Stakeholder consideration

7 Banks

In the financial year SFA conducted a gap analysis to identify areas
where we could improve our processes and training. We will now
work together to establish our formalised modern slavery strategy.
The programme is to be rolled out over the next three years.

People – Our membership will help us to protect temporary and
permanent team members during the recruitment process and
employment. The gap analysis has also highlighted areas where
we can improve team members’ awareness of modern slavery by
introducing formalised training sessions.

Suppliers – Improving our supplier risk assessment and supplier
engagement process. Our membership has helped us identify any
suppliers who may require an additional level of due diligence.

People – In July 2021 we introduced our ‘Work When and Where
You Want Policy’ policy to enable our team members to balance
work and home life by having the choice and flexibility to work in
a way that suits them.

Customers and Suppliers – Our flexible policy enables team
members to meet the needs of our customers and suppliers such
as attending meetings in different time zones across the globe.

GBG Annual Report and Accounts 2022Strategic reportGBG Annual Report and Accounts 2022
Chief Executive’s
review

I am proud of the team’s
performance this year, their
focus on delivering critical
digital identity solutions with
a great customer experience
underpin GBG’s strong financial
results. Our strong customer
advocacy and record team
engagement scores highlight
the huge contribution each
team member makes towards
achieving our success and
delivering on the considerable
potential in our markets.

I am proud of the team’s
performance this year, their
focus on delivering critical
digital identity solutions with
a great customer experience
underpins GBG’s strong financial
results. Our excellent customer
advocacy and record team
engagement scores highlight
each team member’s huge
contribution towards achieving
our success and delivering on
the considerable potential in
our markets. The acquisition of
Acuant marks a powerful and
complementary addition to
GBG, accelerating our strategic
progress and strengthening
our leadership position in the
identity verification and fraud
markets.

Our strategy for sustainable
growth
GBG is at the forefront of fast-growing
global markets in location intelligence,
identity verification and fraud prevention,
underpinned by powerful long-term
structural drivers. Our solutions enable
our customers to quickly respond to the
adoption of digital commerce, increased
regulatory demands and the growing risk
of digital fraud in their sectors.

Our strategy to deliver long-term
sustainable growth is unchanged and built
upon six key strategic priorities with a clear
purpose to build trust in a digital world:

• Build Markets: Continue to grow in our

existing markets and identify demand in
new markets to increase our geographic
and sector reach.

• Build Differentiation: Increase our

competitive advantage by continuously
innovating; enhancing our solutions and
data. In particular, we will use the data
we ingest, process or create to develop
proprietary insights.

• Build Once: Accelerate our vision for a

single platform experience by leveraging
global solutions and capabilities. Core
technology will be interoperable across
products and regions for a consistent
user experience.

• Customer Trust: Listen and respond
to customer feedback to ensure
satisfaction. We will get, keep and grow
our customers, identifying cross-selling
and up-selling opportunities that best
suit their needs and by being easy to
work with.

• Team Trust: Nurture the industry’s best
and most engaged team, empowered
and proud to deliver on our purpose.
We will retain, develop and attract talent
by making GBG a diverse and inclusive
place to work.

• Investor Trust: Deliver shareholder

value through a well-diversified business,
resilient operating model and a focus
on cash generation.

Significant strategic progress
We have delivered significant strategic
progress this year, advancing our
technology and data insights in our core
solution areas of location intelligence,
identity verification and fraud prevention.
Our sustainable business model, comprising
both subscription and consumption revenue
streams, continues to deliver the strong
cash generation required to fund organic
investment and acquisition opportunities as
they arise and to increase the pace of our
go-to-market initiatives.

This year we also pursued growth in
APAC through organic expansion into the
Philippines, Thailand and Vietnam and the
bolt-on acquisition of Cloudcheck in New
Zealand, where it is a leader in identity
verification. Investment has been maintained
in our products, data and technology.
This enables innovation to drive the scale,
flexibility and compliance required to help
our customers onboard new consumers
quickly and securely across the regions
and sectors we serve.

Acuant is a strategically compelling
acquisition that will enhance our ability
to help our global customers address the
ever-increasing challenges of the digital
world. Progress on integration has been
pleasing and continues at pace, with our
Acuant and IDology teams in the Americas
combining to form the largest pure-play
identity verification provider throughout the
region. We now have the scale and breadth
of offering to lead and win in North America,
the biggest and most strategically important
market for our solutions.

We are confident that this acquisition
will deliver significant value to GBG over
the medium term. This is underpinned by
the excellent progress to date from our
teams on the integration. We will realise
at least £5 million of synergy benefits in
FY23, with £3 million already identified
and implemented alongside a strong
sales pipeline of cross-selling opportunities
where we expect to derive revenue
synergies.

The formation of our Global Products Group
brings together Acuant and GBG’s identity
verification and fraud prevention roadmaps
as we execute on the strategic benefits of
the acquisition. This combination creates an
opportunity to accelerate our data, product
and platform strategy by approximately
two years as we focus on developing a
consistent global experience for current and
future customers. We will also build on our
proprietary document and data verification
knowledge as well as expand our automated
fraud detection capabilities. For instance,
offering the market’s largest, continuously
updated identity document library and
accelerating the development of a best of
breed cloud-based fraud prevention solution
for release in the second half of FY23.

Customers and growth
GBG’s revenue in FY22 was £242.5 million
which represents constant currency organic
growth for the year of 10.6%. This was a
good result given the substantial one-off
benefit related to the US government’s
stimulus programme in the prior year;
excluding this, underlying growth was
15.5%. With high net retention of revenue,
existing customers accounted for two-
thirds of growth, with new business driven
by initiatives undertaken to expand our
sectors and geographic presence across
our segments.

Location’s growth of 12.7% was driven by
demand for our solutions supporting the
ongoing consumer shift to greater online
activity and structural tailwinds as brands
adopt direct-to-consumer strategies. New
customer wins this year include ASICS,
HarperCollins and JetBlue Airways which
demonstrate the broad market opportunity.

3636
36

GBG Annual Report and Accounts 2022GBG Annual Report and Accounts 2022Strategic reportChief Executive’s
review continued

The acceleration of digital commerce
continues to be of net benefit to GBG’s
customers. This year we continued to
expand our sales reach and marketing
activity across our direct, digital-first and
partnership channels to market. This
means we are well placed to capture the
growth opportunity from new sectors,
geographic expansion and further customer
development during FY23.

Advancing our solutions
We provide end-to-end coverage of the
customer identity lifecycle, from onboarding
to in-life management, offering standalone
or layered capabilities to address multiple
customer channels and touchpoints.
Differentiated location intelligence, identity
verification and fraud and compliance
solutions drive competitive advantage
for GBG as we increasingly combine
capabilities to be delivered through resilient
and secure global platforms.

Digital identities have never been so
complex and we have continued to innovate
and advance solutions to address customer
challenges throughout the year. In the
US, ExpectID Flex API enables enterprise
businesses to utilise IDology’s full portfolio
of verification solutions through the
customer journey while ProID offers an
advanced data and document solution
to SME clients in Europe. The launch
of Mobile Signal Intelligence in Europe
expands our identity fraud capability,
integrating mobile network operator data
to more easily verify customers during a
transaction and combat growing levels
of origination fraud. In APAC, we have
developed a low and no code option
version of our GreenID platform for faster
onboarding of new customers.

Location released the latest generation
of the industry’s most advanced type-
ahead address capture solution, adding
machine learning and predictive addressing
capability to effectively self-learn ‘hard-to-
find’ locations. The benefits to businesses
in a digital-first economy are clear as more
activity moves online, ensuring an improved
customer experience, reduced shopping cart
abandonment and reduced failed deliveries.

Outlook
GBG addresses a broad range of large
and expanding end markets all of which
are adapting to structural drivers such
as digitalisation and an ever-increasing
need to protect against fraud. This plays
to GBG’s strength and will bring further
opportunity for the Group. The Board is
excited by the long runway of sustainable
growth opportunities and our unique ability
to capitalise on these given the significant
strategic progress of the last few years
and additional capability presented by the
acquisition of Acuant.

As demonstrated by our ability to adapt
to the challenges of the pandemic over
the last two years, we have a resilient and
adaptable business model and we are used
to navigating macroeconomic uncertainty.
In FY23 we will continue to manage the
business tightly through the current climate
of rising inflation and interest rates.

We have previously communicated that
we did benefit in the first quarter of last
year from particularly high transaction
volumes, partly driven by the US Covid-19
stimulus project and new entrants into the
crypto currency market, which gave us
a fast start to FY22 and will be a tough
comparative for the first half of FY23.
However, taking the year as a whole, the
business is well-positioned to successfully
achieve its strategic and financial objectives
in FY23. Our teams will continue to move
at pace with the Acuant integration and we
are confident in our ability to deliver the
committed financial synergies.

Chris Clark
Chief Executive Officer

22 June 2022

Our fraud prevention portfolio has evolved
with the successful integration of the
Investigate platform. The full breadth and
depth of GBG data now available within
the platform offers a leading fraud and
investigation capability. A broad range
of use cases has secured significant
new customer wins in sectors such as
insurance, financial services and utilities
alongside existing customer upgrades.

We believe our investment in people makes
a real difference to business performance.
Our recent record team engagement score
reflects this, putting us in the top quartile
of global companies surveyed by Gallup.
Importantly, 95% of our team “recommend
GBG as a great place to work”. This is
a fantastic endorsement as we aim to
become an employer of choice in a highly
competitive marketplace for talent.

Our reputation continues to grow in an
expanding market, attracting industry
recognition and demonstrating our strategic
progress as a business. In their 2022-
2026 industry forecast, Juniper Research
recognises GBG as an established leader in
global digital identity, while Gartner names
GBG as a Representative Vendor in the
2022 Gartner® Market Guide for Identity
Proofing and Affirmation1.

Our team
Every day we build, collaborate and partner
to create a safer digital world. It is the
energy and expertise of our team that takes
GBG to new heights and we are proud
of our people and the culture we create
together. Empowering and engaging our
people remains a key priority for the Board
and Executive Team.

We invest considerable time each year
developing GBG’s culture and improving
our team member experience. This is
shaped by our absolute commitment to
reducing inequality, broadening diversity
and facilitating inclusion. We are committed
to ongoing investment in our ‘be/yourself’
programme and family-friendly initiatives.
This includes our ‘Work When and Where
You Want Policy’ that offers our team the
flexibility to manage their work-life balance.

Our culture is a key differentiator enabling
GBG to retain talent and successfully
execute our hiring plans. We are now a
team of 1,276 people, up from 1,024 last
year, with new joiners welcomed through
the Acuant and Cloudcheck acquisitions
among those coming into the business.
Our senior team has also evolved. Christina
Luttrell (previously IDology CEO) now leads
our combined teams in the Americas and
Yossi Zekri (previously Acuant CEO) joins
our Executive Team and will lead our newly
formed Global Products Group.

1 Source: Gartner “Market Guide for Identity Proofing

and Affirmation,” Akif Khan, 2 March 2022.

Sustainability
Safeguarding the current and future needs
of our customers and their consumers
from negative environmental and social
impacts is at the heart of GBG’s offering.
We balance fraud prevention, regulatory
compliance and great user experience
to help our customers establish trust in
their digital services. Our broad portfolio
is continually evolving across our three
segments to help our customers address
the societal, environmental and regulatory
challenges they face.

Alongside the benefits our products and
solutions offer, we have also invested in
other areas to build on our environment,
society and governance (ESG) impact.
Examples include the launch of our first
women’s network, a mentoring scheme with
over 100 participating team members and
working in partnership with the Slave-Free
Alliance to ensure that no exploitation of
vulnerable people occurs in our business
and supply chain. In addition, we recruited
our first ESG strategist & programme
manager as we scale up our positive
action, which includes stretching targets to
reduce our climate impact and increase our
diversity.

We take pride in our ethical approach to
data throughout the Group. This ranges
from our internal practices to the advice
and solutions provided to customers. As
we have communicated previously, the
Information Commissioner’s Office (the data
industry regulator in the UK) announced
in November 2018 that it was conducting
audits on a number of companies, including
GBG, to understand the use of data
in their services. We continue to work
collaboratively with the Commissioner’s
Office as it strives to improve privacy
compliance and we will keep investors
informed of any material developments.

GBG has a large and diverse
customer base, a strong
product portfolio and a highly
skilled team offering global
reach with local expertise.
When combined with our
strong margins and cash flows,
we believe the business is
well-positioned to successfully
achieve its strategic and
financial objectives in the
medium term.

Identity delivered growth of 8.5%
across all regions. Adjusting for the
one-off benefit impact of the US stimulus
programme, this was 17.1%. Our identity
verification capabilities were chosen by
customers for an increasing number of
digital transformation projects, while our
frictionless and efficient user experience
makes us the partner of choice for many
fintech customers. New customers won
include Hymans Robertson, St James’s
Place, Nintendo and CUNA Mutual.

Our acquisition of Acuant positions GBG to
deliver a wider scope of identity verification
and identity fraud solutions to our
customers and partners than ever before.
The experience and track record from prior
acquisitions is proving valuable in helping
generate a strong cross-selling pipeline.
North America has the most opportunities
in the short term, with many already being
converted between existing customers
for document verification and compliance
solutions.

As anticipated, with on-premise deployment
activity resuming, our Fraud segment
experienced strong year-on-year growth
of 15.7%. New multi-year contracts were
secured in APAC with Bank Simpanan
Nasional (Malaysia), Bank BTPN (Indonesia)
and FE Credit (Vietnam) in addition to E.ON
and AXA in Europe. We also continued to
see high renewal rates, which demonstrates
our strong customer retention.

GBG Annual Report and Accounts 2022Strategic reportGBG Annual Report and Accounts 2022
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 following details the principal Key
Performance Indicators (‘KPIs’) used by
the Group, giving the basis of calculation
and the source of the underlying data.
A summary of performance against
these KPIs is given below. Non-Statutory
measures are defined within the last note
to the financial statements.

The Group uses the following primary
measures to assess the performance of
the Group.

Financial
• Revenue and Organic Revenue Growth at

Constant Currency

Revenue and revenue growth are used
for internal performance analysis to
assess the execution of our strategies.
Organic growth is also measured,
although the term ‘organic’ is not a
defined term under IFRS and may
not, therefore, be comparable with
similarly titled measures reported by
other companies. Organic growth is
defined by the Group as year-on-year
continuing revenue growth, excluding
acquisitions (until the date of their
anniversary) and disposed businesses
that will be reported at each reporting
interval. Organic growth is measured on
a constant currency basis to remove the
impact of changes in exchange rates.

• Adjusted Operating Profit
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 EBITDA
This is used for internal performance

analysis 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.

• Earnings per Share
Earnings per share is calculated as basic

earnings per share from continuing
operations on both an adjusted and
unadjusted basis.

• Earnings per Share Growth
This is calculated as the growth in year-
on-year earnings per share on both an
adjusted and unadjusted basis.

• Net Cash/Debt
This is calculated as cash and cash

equivalent balances less outstanding
external loans. Unamortised loan
arrangement fees are netted against the
loan balance in the financial statements
but are excluded from the calculation of
net cash/debt.

• Cash Conversion
This is calculated as cash generated
from operations in the Consolidated
Cash Flow Statement, adjusted to
exclude cash payments for exceptional
items, as a percentage of Adjusted
EBITDA.

• Deferred Revenue
Deferred revenue, which is included in
our Consolidated Balance Sheet within
Trade and Other Payables, is the amount
of invoiced business in excess of the
amount recognised as revenue. This is
an important internal measure for the
business and represents the amount
that we will record as revenue in our
Consolidated Statement of Profit or Loss
in future periods. Trends may vary as
business conditions change.

Non-Financial
• Employee Engagement
Team member engagement is a key
focus area for the business in order
to retain and grow what we believe is
some of the best talent in our industry.
This is measured twice a year through a
group wide employee survey conducted
through an external provider.

Performance against KPIs
A summary of the Group’s progress in
achieving its objectives, as measured
against KPIs, is set out opposite. Non-
Statutory measures are defined on pages
184 to 187.

Revenue Growth
Organic Revenue Growth at Constant Currency
Organic Revenue Growth
Fraud Organic Growth at Constant Currency
Identity Organic Growth at Constant Currency
Location Organic Growth at Constant Currency
Recurring Revenue %
– Subscription Revenues %
– Consumption Revenues %

Adjusted Operating Profit (£’000)
Adjusted Operating Profit %

Adjusted EBITDA (£’000)
Adjusted EBITDA %

Earnings per Share – Basic
Earnings per Share – Adjusted Basic (Restated)

Earnings per Share Growth – Basic
Earnings per Share Growth – Adjusted Basic (Restated)

Net (Debt)/Cash (£’000)
Cash Conversion %

Deferred Revenue (£’000)

Employee Engagement

2022

11.4%
10.6%
8.8%
15.7%
8.5%
12.7%

46.3%
47.5%

58,839
24.3%

62,196
25.6%

7.1p
20.6p

2021

9.3%
12.1%
12.1%
(27.4%)
28.5%
10.5%

43.6%
51.1%

57,896
26.6%

61,410
28.2%

13.8p
22.8p

(48.6%)
(9.6%)

56.8%
17.5%

(106,952)
95.7%

21,135
119.5%

58,823

42,843

95%

91%

GBG Annual Report and Accounts 2022Strategic reportGBG Annual Report and Accounts 2022Financial
review

In GBG’s financial year 2022
we delivered record revenue
and adjusted operating profit
at a level that exceeded market
expectations. In November
2021 we also completed the
acquisition of Acuant, the largest
in GBG’s history, which firmly
positions the enlarged Group
as a global leader in identity
and fraud solutions – particularly
in the strategically important
North American market.

Principal Activities and Business
Review
The principal activity of GB Group plc
(‘GBG’) and its subsidiaries (together
‘the Group’) is the provision of identity
data intelligence services. GBG helps
organisations simply, safely and
securely transact with their customers.
Through the application of our
proprietary software technology, our
vision is to help create a world where
everyone can transact online with
confidence and build trust in a
digital world.

The performance of the Group is reported
by segment, reflecting how we run the
business and the economic characteristics
of each segment. There are three reportable
segments, Location, Identity and Fraud.

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 Chairman’s
Statement, the Chief Executive’s Statement
and in this Financial Review.

In GBG’s financial year 2022 we delivered
revenue and adjusted operating profit at a
level that exceeded market expectations.
In November 2021 we also completed
the acquisition of Acuant, the largest
in GBG’s history, which firmly positions
the enlarged Group as a global leader in
identity and fraud solutions – particularly in
the strategically important North American
market.

In the prior year the level of revenue growth
was influenced by non-recurring revenue
linked to the US Government’s Covid-19
stimulus package. This created a tough
revenue comparator and therefore to still
achieve organic growth at constant currency
of 10.6% was a significant achievement.
Excluding this non-recurring revenue, the
growth would have been 15.5%.

Revenue
Gross profit margin
Adjusted operating profit
Adjusted operating profit
margin
Share-based payments
charge
Amortisation of acquired
intangibles
Operating profit before
exceptional items
Exceptional items
Operating profit
Net finance costs
Profit before tax
Total tax charge

Profit for the year
Proposed final dividend per
share
Basic earnings per share
(pence)

Adjusted basic earnings per
share (pence) – restated

2022
£’000

242,480
70.9%
58,839

2021
£’000

217,659
70.1%
57,896

Change
£’000

24,821
0.8%
943

Change
%

11.4%
1.1%
1.6%

24.3%

26.6%

(2.3%)

(8.6%)

(6,171)

(5,170)

1,001

19.4%

(24,735)

(17,671)

7,064

40.0%

27,933
(4,526)
23,407
(1,754)
21,653
(6,390)

15,263

3.81

7.1

20.6

35,055
448
35,503
(1,240)
34,263
(7,385)

26,878

3.40

13.8

22.8

(7,122)
(4,974)
(12,096)
514
(12,610)
(995)

(11,615)

(20.3%)
–
(34.1%)
41.5%
(36.8%)
(13.5%)

(43.2%)

0.41

12.1%

(6.7)

(48.6%)

(2.2)

(9.6%)

As expected, the adjusted operating profit
margin has decreased relative to the prior
year. The margin last year benefited from
the non-recurring revenue mentioned
above, but also from the temporary cost-
saving measures implemented at the start
of the Covid-19 pandemic such as pay and
recruitment freezes. In the second half of
the prior year and continuing throughout
the current year, these temporary measures
were removed and we returned to a focus
on investing in our team and technology to
enable future growth.

Throughout the pandemic we have been
supported by our strong balance sheet.
This is a result of the level of recurring
revenue (over 46% of FY22 revenue came
from subscriptions and a further 48%
from consumption) giving predictability,
repeatability and continued strong cash
conversion, demonstrating our ability to
turn revenue and profits into cash quickly.

This strength supported GBG in obtaining
favourable commercial terms on the
refinancing of our Revolving Credit Facility
(‘RCF’) to part fund the Acuant acquisition –
extending the length of the facility through
to July 2025 provides a platform to support
future growth.

The Group uses adjusted figures as key
performance indicators in addition to those
reported under UK-adopted International
Financial Reporting Standards and in
accordance with standards issued by
IFRIC. 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 on pages
184 to 187.

4242
42

GBG Annual Report and Accounts 2022GBG Annual Report and Accounts 2022Strategic reportFinancial
review continued

Revenue and gross margin
Total revenue growth in the year was
11.4% (FY21: 9.3%). On an organic basis,
adjusting for the impact of acquisitions
and disposals in the past twelve months,
revenue growth was 8.8% (FY21: 12.1%).
This result was negatively impacted by
movements in exchange rates, particularly
the higher GBP:USD relative to 2021. On
a constant currency basis, the organic
revenue growth was 10.6% (FY21: 12.1%)
which we consider to be a significant
achievement given the tough comparator.

More detail on revenue performance in
each of our operating segments is included
in the CEO Review.

The FY22 revenue includes four months
of revenue from Acuant and two months
of revenue from the acquisition of
Cloudcheck. As required by IFRS 3
(Business Combinations), the revenue for
Acuant includes a negative adjustment of
£1.4 million related to the restatement to
fair value of the acquired deferred revenue
balance (commonly known as the deferred
revenue ‘haircut’). We have presented a
pro forma revenue measure that includes
pre-acquisition revenue from Acuant (eight
months) and Cloudcheck (ten months)
so that both have 12 months included. In
addition, we have adjusted for the deferred
revenue haircut adjustment explained above
to present revenue on a normalised basis.

In total, 94% (pro forma 91%) of revenue
came from the combination of subscriptions
and consumption revenue models. On a pro
forma basis 49% of revenue came from
subscription agreements.

Term-based subscriptions increased by
12.8% driven by recovery in the Fraud
segment while consumption revenue, which
is predominantly in the Identity segment,
grew by 9.6%. Excluding the revenue
from the US stimulus project, consumption
revenue increased by 19.6%.

Gross margin for the year was 70.9%
(FY21: 70.1%) and increased due to a
change in the sales mix, such as growth in
the higher-margin Fraud segment relative
to the prior year.

Operating profit and cost
management
Adjusted operating profit was £58.8 million
(FY21: £57.9 million), which represents
a margin of 24.3% (FY21: 26.6%). The
decrease in margin was expected as the
FY21 level was influenced by the cost-saving
measures taken at the start of the Covid-19
pandemic. In FY22, on an organic basis,
expenditure increased on people costs as
we reintroduced salary increases and grew
headcount. We also increased investment
in R&D and technology in addition to
increasing spend on marketing activities.

On a statutory basis, operating profit
decreased to £23.4 million (FY21: £35.5
million), principally due to the increase in
amortisation of acquired intangibles and
exceptional costs related to the acquisition
of Acuant explained below.

Exceptional and normalised items
Amortisation of acquired intangibles
The charge for the year of £24.7 million
(FY21: £17.7 million) represents the non-cash
cost of amortising separately identifiable
intangible assets including technology-based
assets and customer relationships that were
acquired through business combinations.

The increased charge in the year is due
to the full-year impact of the acquisition
of HooYu in the prior year and more
significantly the current year acquisitions
of Acuant and Cloudcheck.

Share-based payments
During FY22 1.9 million (FY21: 1.8 million)
new share option awards were granted to
Directors and team members across the
Group. This included 258,000 related to
an award of 300 share options to each
team member in April 2021 which will
vest provided those employees are still in
employment in April 2023. This was both
to reward the team for their performance
during the pandemic, but also supports our
ambition to retain team members given the
current competitive recruitment market.

The charge for the year of £6.2 million
(FY21: £5.2 million) has increased as this
was the first year in which there has been a
full 12-month charge for three LTIP awards
(2019, 2020 and 2021).

Exceptional items
Exceptional costs of £4.5 million (FY21:
exceptional income of £0.4 million) were
incurred by the Group in the year and have
been detailed in note 7 to the accounts.

The most significant elements in the
current year were acquisition related with
legal & professional fees, integration costs
and related team member reorganisations
resulting in expenditure of £7.1 million
(FY21: £1.3 million). This was offset by a
gain of £3.1 million on a foreign currency
forward contract put in place to fix the rate
at which the equity placing funds for the
Acuant acquisition were converted from
GBP to USD.

Subscription revenues:
Consumption-based
Term-based

Total subscription revenues
Consumption
Other

Revenue

44
44

Pre-
acquisition
/ disposal
revenue
£’000

Deferred
revenue
haircut
£’000

5,848
14,781

20,629
(409)
9,711

29,931

–
1,381

1,381
–
–

1,381

Pro forma
revenue
£’000

41,678
92,627

134,305
114,803
24,684

273,792

Total
revenue
£’000

35,830
76,465
112,295
115,212
14,973
242,480

At the AGM, the Board of
Directors will propose a final
ordinary dividend of 3.81 pence
per share (2021: 3.40 pence),
amounting to £9.6 million
(2021: £6.7 million).

In the prior year the exceptional income
arose from the £1.4 million gain on disposal
of the Employ & Comply and Marketing
Services businesses. In the current year
there was a cost of £0.3 million related to
the finalisation of those disposals.

Net finance costs
The Group incurred net finance costs for
the year of £1.8 million (FY21: £1.2 million).
The increase is due to the interest payable
on the loan drawn down to part fund the
Acuant acquisition in November 2021. The
interest rate on the loan is variable and we
expect the interest rate payable to increase
in FY23. As noted in the cash flows section
below, we expect to mitigate this increase
by continuing to reduce the outstanding
loan balance.

Taxation
The total tax charge of £6.4 million (FY21:
£7.4 million) includes £12.1 million of
current tax payable on the Group’s profits
in the year (2021: £12.4 million), offset by
a deferred tax credit of £5.7 million (FY21:
£5.0 million).

The reported effective tax rate for the
Group has increased from 21.6% in 2021
to 29.5% in 2022. The majority of this
increase is due to non-deductible costs
related to acquisitions.

The adjusted effective tax rate, which
excludes the impact of amortisation
of acquired intangibles, share-based
payments and exceptional items increased
from 21.5% to 22.1%.

Earnings per share
Basic earnings per share decreased by
48.6% from 13.8 pence to 7.1 pence
reflecting the lower operating profit and
higher number of shares in issue.

Since the 31 March 2021 financial
statements were produced, the Group has
decided to amend the adjusted earnings
per share calculation so that an adjusted
tax charge is used rather than the full
reported tax charge. The calculation of
the adjusted tax charge is consistent with
the calculation of adjusted operating profit
and therefore excludes the impact on tax
of amortisation of acquired intangibles,
equity-settled share-based payments and
exceptional items.

This has resulted in a restatement of
the comparative figures for the year to
31 March 2021. The impact was a decrease
to adjusted basic earnings per share for
the period and adjusted diluted earnings
per share for the period of 2.4p and 2.4p
respectively. Adjusted earnings (adjusted
operating profit less net finance costs
and adjusted tax) was £44.5 million (2021
restated: £44.5 million) resulting in a 9.6%
decrease in adjusted basic earnings per
share from 22.8 pence to 20.6 pence.

The basic weighted average number of
shares at 31 March 2022 increased to
216.2 million (FY21: 195.2 million), primarily
due to the issue of 52.1 million shares
to part fund the acquisition of Acuant in
November 2021.

Deferred revenue
Deferred revenue at the end of the year
increased by 37.3% to £58.8 million (2021:
£42.8 million). Excluding the year-end
deferred revenue balance for Acuant the
increase was 21.2%.

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 deferred revenue balance does not
represent the total contract value of any
future unbilled annual or multi-year, non-
cancellable agreements as the Group
more typically invoices customers in
annual or quarterly instalments. Deferred
revenue is determined by several factors,
including seasonality, the compounding
effects of renewals, invoice duration,
invoice timing and new business linearity
within a reporting period.

Cash flows
In November 2021 the Group refinanced
its RCF, increasing the facility to £175
million (from £110 million) and extending the
expiry to July 2025 (from February 2023).
£157 million ($210 million) of this facility
was drawn down to part fund the Acuant
acquisition.

GBG Annual Report and Accounts 2022Strategic reportGBG Annual Report and Accounts 2022Financial
review continued

Our strong operating cash
flow and cash conversion has
enabled £30.1 million to be
repaid against the revolving
credit facility in the four months
since the Acuant acquisition.

Group operating activities before tax
payments and exceptional items generated
£59.5 million of cash and cash equivalents
(FY21: £73.4 million) representing Adjusted
EBITDA to cash conversion ratio of 95.7%
(FY21: 119.5%). This strong operating cash
flow and cash conversion is ahead of pre-
pandemic levels and enabled £30.1 million
to be repaid against the RCF in the four
months since the Acuant acquisition.

Dividend
At the AGM, the Board of Directors will
propose a final ordinary dividend of 3.81
pence per share (FY21: 3.40 pence),
amounting to £9.6 million (FY21: £6.7 million).

If approved, this will be paid on 3
August 2022 to ordinary shareholders
on the register on 24 June 2022. The
Group continues to operate a Dividend
Reinvestment Plan, allowing eligible
shareholders to reinvest their dividends
into GBG shares.

Acquisitions and synergy benefits
In November 2021 we announced the
acquisition of Acuant for a purchase
price of $736 million (£555 million). The
purchase price was funded through cash
of £305 million raised through a new equity
placing, £157 million from a drawdown
against the new RCF and £87 million issued
as new GBG shares to the sellers.

Since the acquisition we have been
successfully executing against our 100 and
200 day integration plans and our teams
have made excellent progress in realising
at least £5 million of synergy benefits for
FY23, with £3 million already identified
and implemented.

In January 2022 we announced the
acquisition of Cloudcheck, a leading
New Zealand based provider of identity
verification services, for an initial NZ$20
million (£10.0 million). The purchase price
was funded through $12 million (£6.7 million)
of cash which came from existing cash
resources, and the issue of $8 million (£3.4
million) of new GBG shares to the sellers.

Contingent upon Cloudcheck’s revenue
growth, a further payment of up to NZ$4
million (£2 million) in cash may become
payable at the conclusion of the financial
year ending 31 March 2023; then another
NZ$4 million (£2 million) in cash at the
conclusion of the financial year ending
31 March 2024.

Further information regarding the
acquisitions have been detailed in note 34.

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, exposure to interest
rate and foreign currency movements and
make recommendations to the Board based
on these reviews.

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

The Group finances its activities principally
with cash, short-term deposits and
borrowings but has the ability to draw down
up to £46 million of further funding from
a revolving credit facility that is in place.
Other financial assets and liabilities, such
as trade receivables and trade payables,
arise directly from the Group’s operating
activities. Surplus funds of the Group are
used to repay the RCF, whilst ensuring
that a suitable operational level of cash
is retained.

The Group is exposed to a variety of
financial risks including: market risk
(including foreign currency risk and cash
flow interest rate risk), credit risk and
liquidity risk which are described in note 27
to the accounts. It is not the Group’s policy
to engage in speculative activity or to use
complex financial instruments.

Approved by the Board on 22 June 2022

David Ward
Chief Financial Officer

22 June 2022

GBG Annual Report and Accounts 2022Strategic reportGBG Annual Report and Accounts 2022
Principal risks
& uncertainties

Risk management overview
GBG has an enterprise-wide risk management approach
which is described in the GBG Risk Management
Framework document. This Board-owned framework
sets the standards and expectations of how risks are
identified and managed within GBG.

The risk framework has been developed
in line with external best practice and
incorporates feedback from an internal audit
review conducted by BDO LLP.

Taking risk management seriously, and
following the framework, enables GBG to
achieve its strategic objectives and helps us
continue to build a sustainable business that
delivers long-term stakeholder value.

GBG recognises that, to be successful,
risks need to be identified and managed.
This means creating the right risk culture;
one where team members feel able to raise
risk concerns and have access to the right
mechanisms to consistently identify, assess
and report risks.

GBG’s risk strategy is aligned to the safe
achievement of business objectives

Our risk strategy is to embed risk
management within business processes
and make sure everyone understands their
role when it comes to managing risk.

Significant progress has been made to
mature GBG’s risk management capabilities

During the reporting period, GBG
conducted a company-wide review, with
business workshops, of all risks. This
resulted in the creation of risk registers
across all GBG business areas, which
we refresh regularly in line with our
standardised risk assessment approach.

We categorise risks in line with a risk
taxonomy, which enables us to regularly
report our risk profile to the Board’s Audit
& Risk Committee. These processes are
led by a new, dedicated risk manager and
include expert input from specialist risk
teams as well as the views of the executive
management team.

This work extends to newly acquired parts
of GBG, including Acuant where, as a result
of the recent acquisition and in line with
all major acquisitions, there is a need to
consider integration risks, and the impact
of the acquisition on existing risks.

GBG will continue to invest in risk expertise
and resources

GBG’s risk management capabilities will
continue to be matured in line with the
growth of the business, so management
can focus on the key risks and control
issues. To make this happen, the Audit &
Risk Committee oversee an ongoing risk
management programme which is driving
GBG’s continuous risk management
approach.

GBG’s Chief Regulation Officer (‘CRO’)
is accountable for delivering the risk
programme. The CRO regularly provides
updates to the Executive Team and the
Audit & Risk Committee on progress with
developing GBG’s Risk Management
Framework, as well as providing an
independent view on what the top risks
are in GBG.

GBG’s risk programme incorporates
the recommendations for improvements
and developments to risk management
processes which were identified through
internal audit review.

External risk environment
The impacts of global disruption on the
GBG business, its customers and team
members are monitored closely.

Unexpected external events highlight the
importance of robust incident management
processes and skilled specialist teams who
can identify potential weaknesses and close
any gaps. While GBG hasn’t experienced
any significant issues, we continue to
proactively manage any GBG impacts
arising from Russia’s invasion of Ukraine
and the ongoing Covid-19 pandemic.

Russia’s invasion of Ukraine
As the situation in Ukraine evolves, GBG
is continually monitoring and reviewing
its technology and operations to mitigate
against any risks that may emerge.

An internal incident team conducted a
thorough review of the risks for GBG and
confirmed to the Board that the direct
impacts were very low. GBG has no active
customers or suppliers and no operations
or team members in Russia, Ukraine or
Belarus.

The programme has delivered the new Risk
Management Framework, enhanced risk
reporting, risk and control registers across
GBG and risk framework training for all team
members about their role in managing risk.

The Group supported team members
who were impacted, and made sure that
information security controls remained robust
and internal and external communication
requirements were dealt with.

The Board, and the Audit & Risk
Committee, are aware that the impacts of
Covid-19 could still have an adverse impact
on business performance. As such GBG’s
‘Covid Team’, led by the Executive Team
members, continue to actively monitor and
manage the situation. The Board continues
to receive regular updates from the CEO,
which confirms that the Group continues
to demonstrate financial and operational
resilience to the effects of the pandemic.

GBG continues to manage a diverse
commercial portfolio so its future is not
overly reliant upon sectors or customers
that may suffer from the long-term effects
of the pandemic.

Internally, we continue to focus on the
health and wellbeing of team members,
maintaining controls while team members
work remotely.

While the long-term outlook for the
effects of Covid-19 remains somewhat
uncertain, the progress being made with
vaccination programmes and new ways of
working means the position seems to be
improving. However, particularly given the
global nature of our business whereby the
situation can be inconsistent, we continue
to monitor the situation and potential
exposures closely.

We have also refreshed the top risks
throughout the year, considering material
business changes and external factors
like economic and political risks. We have
highlighted these top risks in the key risk
section of this report.

We recognise that there will be continued
political and economic impacts and the
situation will continue to require close
tracking.

Coronavirus (‘Covid-19’)
As the impacts of the pandemic continue
to be felt across the globe, GBG continues
to track developments and consider the
impacts on our team members, customers
and the Group’s risks.

In a global business like GBG, an approach
of local leadership provides team members
with the advice and support they need
to feel comfortable working through this
pandemic, and there haven’t been any
operational issues.

GBG Annual Report and Accounts 2022Strategic reportGBG Annual Report and Accounts 2022Principal risks
& uncertainties continued

Risk Management Framework

Risk Culture

Risk Strategy and Risk Appetite

Roles and Responsibilities

Risk Governance

Risk Process

Identification

Assessment

Management
(Through Controls)

Reporting

Risk Systems

Primary Risk Categories

Strategic

Privacy

Financial

Conduct

Operational

Key elements of GBG’s Risk
Management Framework
The Board owns GBG’s Risk Management
Framework. It reviews the framework at least
once a year, or where there are significant
changes to the risk profile, business strategy,
risk appetite and/or desired risk culture.
The framework is based on accepted best
practice and its implementation is supported
by risk processes and risk guidance.

The key elements of the risk framework are
as follows:

Roles and responsibilities
The Board
GBG’s Board has overall responsibility for
GBG’s Risk Management Framework, as well
as setting risk appetite and expectations for
a positive proactive risk management culture.
The Board’s risk strategy is embedded in
GBG’s objectives and strategic aims as
we proactively seek to identify, measure
and report the risks that exist as a natural
consequence of doing business.

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 was also updated
on a range of risk topics that they oversee.
These have included:

• monitoring and reviewing Group strategy

• new product and technology strategy

updates

• acquisitions

• Covid-19 actions

• going concern reviews

• information security matters

• people initiatives

• relationships with investors

• remuneration matters

• succession planning

• governance and regulatory developments

Audit & Risk Committee
The Committee meets to assess and
monitor progress with managing GBG’s
key risks. The Committee has responsibility
to review the effectiveness of the GBG
Risk Management Framework and make
recommendations to the Board about
any changes that may be required. The
Committee also oversees and approves
the external and internal audit plans.

The Executive Team
As well as owning GBG’s key risks, the
Executive Team are responsible for promoting
a culture in which risk management is used
proactively, enables innovation and is owned
by everyone. The Executive Team review
and monitor how much risk GBG is willing to
tolerate (its risk appetite, as approved by the
Board) and have accountability to manage
and monitor the risks applicable to each
business unit.

Collectively the team also make up our Crisis
Management Team response and provide
strategic direction and leadership in the event
of a major risk issue occurring.

Specialist risk management teams
Specialist teams in information security,
compliance, legal and risk are responsible
for helping everyone at GBG understand
their role in the identification, assessment
and escalation of risks and issues. These
teams continue to grow in line with the GBG’s
growth and risk profile.

Internal and external auditors
The Group’s internal and external auditors
are responsible for reviewing and assessing
the Group’s risk management and internal
controls process and reporting their findings
and recommendations to the Audit & Risk
Committee.

BDO LLP were appointed to provide GBG with
an outsourced internal audit arrangement.
Reviews of cyber security controls, risk
management framework, procurement and
financial controls processes have been
completed to date and the findings and
recommendations are being monitored and
closed out to agreed timescales.

Risk culture
Our risk culture has a significant impact on
our ability to manage risk and helps make
sure we do not allow activity which is at
odds with our risk appetite. 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.

Risk strategy
GBG’s risk strategy is embedded within the
Company’s 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. The
customer is at the heart of our decisions as
we seek to innovate our products and remain
competitive.

GBG’s risk management strategy includes
investing in appropriate levels of control
to keep GBG secure, support sustainable
business growth and minimise losses.

Risk appetite
At GBG, 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 risk appetite in line with business
strategy and aligned to controlling key risks.
The Board approves appetite statements at
least once a year. These statements are then
translated into policy and process. We use
key risk indicators to measure performance
against agreed thresholds.

Risk policies
GBG’s policy framework set the standards
and expectations that must be observed
when working across the various jurisdictions
where we do business. Policies align with
the top risks and, where necessary, team
members are required to attest to having
read and understood the policy.

Risk training
All team members participate in regular
training on key risk topics, e.g. privacy and
information security. Everyone is reminded
routinely of the importance of their role
in managing risk at GBG. Where it is felt
necessary, GBG uses tests to make sure
team members understood what they
have learned and are meeting regulatory
expectations. Those involved in specialised
risk roles have budget allocated to make sure
they stay on top of new developments and
remain competent to fulfil their role.

Risk controls
As part of the risk assessment processes,
risk control measures are put in place. Key
controls are documented against the key
risks and tested to ensure they provide
adequate protection. Key controls include:

• Financial Controls - to make sure

management information is relevant,
timely, reliable and compliant with the
applicable laws and regulations and
controls for the approval of capital
expenditure

• Strategic Planning Controls - to make

sure GBG regularly reviews budgeting,
strategic plans and business performance
against the strategic plan, which is closely
monitored by the Executive Team and
Board

• Operational Risk Controls - to make sure
GBG controls key operational risks and
reports performance, e.g. cyber security,
operational resilience and technology

• Conduct Risk Controls - to make sure

GBG remains compliant with applicable
laws and regulations and maintains a
strong reputation

• Privacy Risk Controls - to make sure GBG
collects, processes and analyses data
in a way that complies with data privacy
legislation

Risk incident management
Capturing, evaluating and learning from
incidents that occur through the course
of doing business helps us to highlight
any inadequacies in controls. We have
mechanisms in place to report and manage
internal and external events which impact
or could impact the Company adversely.

We have put detailed business continuity
plans, disaster recovery plans and incident
management processes in place so we
can make sure we react swiftly where
necessary. We test plans periodically.

We closely monitor levels of business
disruption and these remain low. We quickly
identify issues that might impact service
and bring them under control.

GBG Annual Report and Accounts 2022Strategic reportGBG Annual Report and Accounts 2022Principal risks
& uncertainties continued

GBG risk profile
GBG’s risk profile remains stable and top
risks remain under control

Like all businesses, GBG faces a number
of risks and uncertainties. Our goal is to
make sure that identified risks are managed
within acceptable levels. As well as good
judgement, GBG applies a methodical
and consistent process, which we think
increases the chances of identifying and
managing risk successfully.

GBG uses a “bottom up” approach to
identifying risks by conducting risk
assessment workshops covering each of
GBG’s business units and central services
functions.

The output from the risk assessment
workshops creates risk registers, which set
out all risks applicable to GBG globally.

The Executive Team then conducts a “top
down” review to validate the workshop
findings and to ratify the risk register. This
enables further consideration of more
strategic risks. This process is conducted
annually and refreshed regularly to make
sure risks arising from business changes
are captured, e.g. the acquisition of Acuant.

The stability of the risk profile is evidenced
by low levels of business disruption and no
actual material reputation, legal or financial
impacts because of risks occurring.

GBG risk appetite and
primary risks
GBG have identified five inherent
categories of risk which we seek to
manage. Using these categories helps
ensure full coverage of the more detailed
risks that make up the GBG risk profile.

GBG’s five primary risk categories:

3. Conduct risks - Risks relating to GBG’s

legal and regulatory compliance.

Risk Appetite Statement:
We aim to comply with all relevant
regulation and laws in the jurisdictions
within which we operate. We seek to
maintain robust governance arrangements
and meet ethical and societal expectations
including transparent tax behaviour.

1. Operational risks - Risks that affect GBG’s

4. Privacy risks - Risks relating to failure to

ability to execute our strategy.

Risk Appetite Statement:
GBG has minimal appetite for operational
disruption which adversely impacts 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.

2. Financial risks - Risks relating to financial
reporting, valuation, market, liquidity and
credit risks.

Risk Appetite Statement:
We maintain a prudent liquidity profile
to make sure we meet our long-term
commitments and a balance sheet structure
that limits reliance on potentially volatile
sources of funding. We aim to deliver high-
quality consistent earnings and have low
appetite for earnings shocks.

prepare for privacy changes which impact
the business.

Risk Appetite Statement:
We expect to meet all relevant privacy rules
and regulations in the countries within
which GBG operates. We have no appetite
for major breaches.

5. Strategic risks - Risks that affect or are
created by GBG’s strategic objectives.

Risk Appetite Statement:
We maintain appetite for organic and
inorganic growth from complementary,
diverse sources with palatable return on
investment. We offer our products at prices
which appropriately balance risk, growth
and reward.

GBG’s top risks
Aligned to our primary risk categories
the top, more specific, residual risks are
set out below together with a summary
of the control measures and mitigations.
We review these risks constantly, because
we recognise the need for vigilance in
identifying developing threats, including
external changes.

The treatment of reputational risk
Everyone at GBG recognises reputational
risk is an ever-present risk. The Board
never underestimates the potential effects
on GBG’s good name and reputation.
While the following risks do not include
reputational damage, this is because it is
treated as an overarching consideration in
assessing all risks.

See our risk heatmap shown left.

Risk heatmap

d
o
o
h

i
l

e
k
L

Impact

1. Information
security

2. Integration

Page 54

3. Operational
resilience

4. Competition

Page 55

Page 54

Page 55

5. People

6. Compliance

7. Technology

8. Third-party

Page 56

Page 57

risk

Page 57

GBG Annual Report and Accounts 2022Strategic reportGBG Annual Report and Accounts 2022Principal risks
& uncertainties continued

Risk

Mitigation

Progress

Risk

Mitigation

Progress

1
Information security
The threat of cyber-attacks breaching our
controls, resulting in the potential loss or
compromise in the confidentiality, integrity
and/or availability of GBG information
assets.

GBG recognises there are many different
information security risks, but cyber-attack
risk continues to be the main threat to the
Group’s strategy.

The inherent risk remains significant.

As a custodian (Controller/Processor) of
client identity data for some of the largest
organisations in the world, GBG aims to
set the highest standards of information
security.

2
Integration
Risk of failing to integrate businesses
including the newly acquired Acuant
business and deliver on benefits.

Any breaches of information security
are reported and investigated,
with appropriate corrective actions
implemented.

All team members receive information
security training and must comply with
this and all associated information security
policies.

We have adopted Information Security
Policy & Standards that provide our
Company with a common baseline set of
information security controls that need to
be in place to protect GBG information
assets wherever they are being used. We
use threat intelligence to better inform our
risk position.

GBG meets and maintains the
requirements of ISO 27001 and PCI-DSS
globally and aligns to other best practises
where appropriate.

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

We have invested extensively in
preventative and detective controls and
continuously test the effectiveness of
these controls.

We conducted detailed due diligence
before confirming the acquisition.
Any areas identified for further review
have since been closed into detailed
workstream plans. No major concerns
were identified.

Since the acquisition was announced,
robust executive-level programme
governance has been in place.

This activity is led by experienced
programme management resources
who, together with the Executive Team,
have put in plans to manage risks, track
benefits and ensure a clear integration
plan, centred on clear strategy.

Regular updates are shared with the
Board, who oversee the integration
programme.

The Group has continually strengthened
its information security capabilities during
the year as part of our ongoing cyber
strategy. This means investing further in
systems and controls, as well as expertise,
in respect of threat and vulnerability
assessment.

We perform cyber simulation tests to
assess the effectiveness of management
response. The most recent test was
positive, and learnings are incorporated
into process updates.

During the year, GBG has continued to
use external certifications and standards
to benchmark our defences. This work
extends to all newly acquired or expanding
business areas.

The discovery phase of programme
integration has completed. We have
created a new regional business, ‘GBG
Americas’. This business will advance the
combining of resources, so we can deliver
for our customers and maintain our strong
reputation.

We have created global teams to support
the product development and operations
for GBG’s global product portfolio.

The progress of the integration creates
the opportunity to expand the provision
of Acuant services into other core GBG
regions (EMEA and APAC).

3
Operational resilience
Risk of unplanned interruption impacting
our ability to deliver critical operations.

We rely upon IT systems, suppliers and
people to maintain continuity of our
service.

There is a risk that service could be
disrupted if an internal or external incident
occurred.

4
Competition
We operate in a highly competitive market.
We recognise there is a risk of being
undercut on price, reducing margins, or
competitors introducing new products
which would make GBG uncompetitive.

Linked to this is the risk that we fail to
respond to meet opportunities when
they arise or we see unexpected shifts in
customer or market demand.

GBG recognises the importance of
maintaining service availability to
our customers, therefore we have
comprehensive Information Technology
Service Management (‘ITSM’) processes in
place over all services in GBG plc.

Our ITSM framework is aligned with the
Information Technology Infrastructure
Library (‘ITIL’) framework. As such, GBG
has detailed policies, processes and
procedures in place covering incident
and problem management, change
management, access management,
capacity management and risk
management among others.

GBG operates full lifecycle ITSM. This
is, naturally, subject to continuous
improvement plans.

Service availability performance continues
to be very strong.

GBG has ISO27001 certification, which
requires regular audits of our information
security management systems and
controls. No major issues have been
identified.

GBG has set up global business continuity
policies and procedures, as well as
disaster recovery plans, backups and data
centre provisions.

Our plans for further migration to cloud-
based solutions will strengthen our
controls further.

We work to identify and manage trends,
threats and opportunities, as we pursue
a business strategy that seeks to build
a strong reputation in the industry and
ensure a sustainable future.

Our acquisition strategy has enabled
geographic and market expansion, as
well as enhanced product capabilities to
increase competitive advantage in key
markets.

The acquisition of Acuant in November
2021 was the latest in a line of
strategic decisions designed to bring
complementary and differentiated features
to our Company and our customers.

We are always on the lookout for future
acquisition opportunities to further
develop our strategic aims – always
striving to differentiate ourselves from
the competition.

We track the following factors proactively,
and incorporate them in our thorough
strategic planning lifecycle;

• increased competition

• changes in the markets in which we

operate

• regulatory changes limiting or opening

up sources of data

• the political stability within the countries

where we do business

Business development and product teams
track established and market disruptor
competitors. This information influences
our go-to-market strategy, and we have
increased our focus on data sourcing,
product innovations, product marketing
and pricing to support this.

We continue to enhance our product portfolio,
focusing on innovation through a mix of:

• internal development

• partnering

• acquisition and investment

• strategic recruitment

We maintain a strong focus on our core
target markets within UK, EMEA, Europe,
North America and APAC and work with
partners to extend our reach.

GBG Annual Report and Accounts 2022Strategic reportGBG Annual Report and Accounts 2022Principal risks
& uncertainties continued

Risk

Mitigation

Progress

Risk

Mitigation

Progress

GBG’s ‘Work When and Where You Want
Policy’ empowers all our team to work as
flexibly as they require.

This enables strong work/life balance by
providing choice and flexibility to work in a
way that suits. The impact of this policy has
been positive for recruitment and employee
advocacy.

The GBG annual team member survey
of people engagement continues to
demonstrate high levels of engagement
right across the Group.

In a recent Gallup employee engagement
survey 95% of team members said they
would recommend GBG as a great place
to work.

We also monitor the Board’s effectiveness
and skill set and recruit additional members
where necessary. This helps us to:

• make sure we have effective succession

on the Board

• supplement the Board’s skill set

• maintain strong, independent directors

As reported in previous periods, in
November 2018, the Information
Commissioner’s Office, the data industry
regulator in the UK, announced that it was
conducting audits on several companies
to understand the use of data in their
services.

GBG was included in this review and
continues to engage positively with the
Commissioner as this nears conclusion.
We will keep the market informed of any
material developments.

We continue to invest in our team
members’ growth and development. We
offer competitive total reward packages,
which we regularly benchmark and review.

We have strategies we can use if we need
to retain top talent.

We monitor attrition rates, vacancy levels
and employee engagement levels by
location and business function to make
sure we have corrective actions in place.

GBG has a dedicated legal and privacy
team who, led by the CRO, are collectively
responsible for monitoring changes
to legislation and ensuring privacy
compliance controls are in place and
effective.

We continue to invest in this area and
we have increased the number and skills
levels of the respective teams in the past
year.

We have access to an extensive and global
range of external professional advisors,
and we have an internal global network
of data protection/privacy experts. These
experts work with business teams to
make sure team members comply with
regulatory obligations associated with data
protection and privacy legislation.

We also monitor these processes to make
sure all team members complete the
necessary training.

We will continue to invest in training team
members in relation to data handling and
privacy best practices.

5
People
There is a risk that GBG fails to attract and
retain top talent in a highly competitive
market, resulting in key skills gaps and/or
reducing our ability to grow.

Over the past year, we have seen an
increase in attrition as pandemic lock-
downs have eased.

Like many organisations, we recognise
that we operate in a competitive market.
We have team members with skills and
expertise which are attractive to many
of our competitors.

Not having, or having access to, the
right people could impact our business
opportunities adversely.

6
Compliance
Risk of GBG global products and services
being non-compliant with privacy rules
and regulations.

We recognise the importance of complying
with rules and regulations across all the
jurisdictions where we do business.

Internationally, privacy compliance rules and
regulations are increasing for companies
like ours that control and process data. Data
subjects are also becoming more aware of
their rights.

For GBG, privacy compliance is one of our
top inherent risks. This is because of:

• the global nature of our business

• our use of customer and supplier data to

provide our services

• the changing nature of our business as

we seek to innovate and grow

This risk recognises it’s important to have
appropriate controls in place to make sure we
comply today, that we comply with changes
to rules and regulations and that we maintain
a positive relationship with regulators.

7
Technology
Risk of loss, disruption or damage
because of the failure of IT systems.

Our technology supports service
continuity and our team members. It also
strengthens our ability to develop our
products so we can stay competitive
and reliable.

Our product and technology teams use
methods, tools and skills that reinforce
best-practice development approaches.
Our technology development roadmap
makes sure we maintain our systems,
optimise performance and carefully
implement end of life management.

As part of product lifecycle management,
we have increased our focus on product
retirement, to make sure we focus our
development resources on the activities
that drive growth.

We continue to invest in modernising our
customer-facing platforms so we can
achieve greater scale and reach.

We have implemented new front-end
platforms for location and fraud and a
new back-end platform for identity. We
have also improved our product platforms
and we’re investing in business support
systems that help the business scale.

We are also focused on integrating our
newly acquired businesses (including
Acuant). This will help us drive synergies,
insights and collaboration across the
businesses to maximise value from our
acquisitions.

8
Third-party risk
Risk of loss because of failure to onboard
or manage a third-party relationship
appropriately.

It’s the nature of our business to secure
data and infrastructure from third-party
suppliers and partners.

We maintain a list of our most critical
suppliers. This helps us make sure we
have robust contract, performance and
relationship management in place.

Recognising the potential risk associated
with poor supplier performance, the
Risk and Audit Committee requested an
internal audit review.

When we start a relationship, we perform
due diligence to make sure we understand
and mitigate key risks.

• we have adopted internal audit’s

recommendations to make sure any
risks are fully mitigated. This included:

We have put regular supplier relationship
management in place to assess
performance and make sure issues like
supplier’s business continuity and risk
management plans are in line with our
policy expectations.

• creating a Group procurement team

• standardising the procurement process

• increasing automation

• improving the efficiency of the due

diligence process while addressing risks

GBG Annual Report and Accounts 2022Strategic reportGBG Annual Report and Accounts 2022Emerging risks

Viability statement

Our risk landscape continues to evolve. Our assessment of the top risks highlighted in this year’s
report recognises this fact. We continually scan the horizon for regulatory developments, market
trends and changes in customer expectations. It is our ability to identify, assess and respond
to these changes that will ensure the sustainability of our business.

Our risk profile work monitors for risks like customer concentration, compliance with local governance expectations, environmental changes,
societal trends, external economic factors like the impact of inflation and change execution to make sure we are staying within appetite.
When necessary, we conduct reviews to make sure our strategy is aligned to developments. Increasingly, we see a role for GBG to guide
our customers through changes and trends we have identified by helping them with their business plans.

Covid-19 and Russia’s invasion of Ukraine have highlighted the need to carefully consider responses to potentially major events, to have
robust incident management responses and to track the subsequent developments for impacts on GBG.

Our business model and strategic priorities are key to the Board’s assessment of the Group’s
prospects and determination about whether the Group can continue in operation and meet liabilities
as they fall due. We continuously review these alongside forecasts and budgets to have a clear view,
so far as is possible, on the Group’s viability over the medium term.

The Board’s assessment of viability is influenced by the business’ current and projected performance against financial and non-financial
KPIs and an analysis of principal risks within the Group’s risk assessment framework.

In particular, the assessment includes consideration of, and recent recovery from the pandemic, the impact of the external economic
environment, the impact of any Merger & Acquisition activity and the regulatory agenda.

Management currently forecasts a variety of different time horizons relevant to assessing our prospects as part of the business planning
process and capital investment cycle. We use a detailed bottom-up budget model to forecast for a period of one-year in advance and a
top-down model for a period of five years.

We use a five-year timeline when considering viability, because we believe it’s difficult to forecast across the entire Group for a period
longer than this with any significant level of certainty.

The principal risks and uncertainties that affect the Board’s assessment of the Group’s viability in this period are operational, conduct,
strategic, privacy and financial risks. The Board considers the key mitigants:

• GBG’s operations being spread across diverse sectors and increasingly global presence in politically and economically stable markets

• a history of limited business disruption or major incidents due to investment in commensurate controls

• strong cash reserves and access to pools of liquidity

• continued strong customer demand for GBG’s innovative and reliable products

• Board-approved prudent risk appetite

• being well placed to manage regulatory change

Based on the actions available to them, 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 five-year period of their assessment. We acknowledge that this assessment is subject to
uncertainties outside of our control and accordingly, the viability of the Group cannot be guaranteed. Although the RCF facility is due to
expire in July 2025, there are two one-year extension options (subject to further bank approval) and so the RCF facility would need to
be extended, refinanced or repaid in full during the viability period. Based on current forecasts we would expect to have fully repaid the
current outstanding RCF facility within the viability period.

Going concern
The Group’s business activities, together with the factors likely to affect our future development, performance and position are set out in
the Chief Executive’s Review on pages 36 to 39. The financial position of the Group, its cash flows and liquidity position are described
in the Financial Review in pages 42 to 47. Full details of the Group’s going concern assessment is set out in note 2.2 in the consolidated
financial statements.

Following consideration of the budget, downside and stress test scenarios, the Directors have a reasonable expectation that the Company
has adequate resources to continue in operational existence beyond the assessment period which covers through to 30 September 2023.
Therefore, the Directors continue to adopt the going concern basis of accounting in preparing the consolidated financial statements.

GBG Annual Report and Accounts 2022Strategic reportGBG Annual Report and Accounts 2022Letter from
the Chairman

Dear Shareholder
GBG is accountable to its shareholders
for ensuring high standards of governance
and compliance are maintained. GBG has
adopted the Quoted Companies Alliance
Corporate Governance Code (the ‘QCA
Code’) as the basis of our governance
framework and we’re fully committed to
its principles. GBG has adopted the QCA
Code as it takes key elements of good
governance and applies them in a manner
which is workable for the different needs
of a growing company. In this Corporate
Governance Statement, we will report how
we have complied in all respects with the
QCA Code. GBG’s Corporate Governance
Statement is available on our website at
https://www.gbgplc.com/en/investors/.

As Chairman it is my responsibility,
working with my fellow Board members,
to make sure we follow the highest
standards of corporate governance we
can and manage the Board in the best
interests of our many stakeholders. It is
also my responsibility to communicate
regularly with shareholders and ensure
that the Board is made aware of any
shareholder concerns in a timely manner.

As a Board we prioritise corporate
governance and believe that in doing so,
we are able to build a successful and
sustainable business, which reflects the
long-term interests of all our stakeholders.
Our commitment to corporate governance
and promoting a culture of honesty,
transparency and respect has enabled
us to build a healthy corporate culture
throughout the Group. We are committed
to responsible and ethical practices when
we make business decisions, whether at
Board level or in day-to-day operations.
This is particularly important to us as an
acquisitive business. As we acquire more
global companies, such as our recent
acquisitions of Acuant and Cloudcheck,
we recognise that we need to maintain
and monitor our culture across our
international organisation which, of course,
includes maintaining our high standards
of governance. As a result of our focus
on governance, throughout the Group, we
have achieved an MSCI ESG rating of A.

We work hard to make sure that all of
the Group’s businesses (whether newly
acquired or longstanding) are in step
with our strategy, people processes and
Risk Management Framework. We do
this through strategy workshops, training
and by involving managers in our risk
assessments. This approach means our
Executive Team can report to the Board on
progress and identify any issues that need
addressing. You can find more information
on our culture and Group policies in our
Environmental, Social and Governance
(“ESG”) Statement on pages 20 to 29.

My retirement from the Board
Having served on the Board for almost
12 years I have been considering, for
some time, stepping down as Chairman.
I supported the establishment of a
Special Nomination Committee (led by Liz
Catchpole as Senior Independent Director)
to begin the search for my successor.

The Board instructed the Special
Nomination Committee to begin the search
for a new Independent Non-Executive
Chair. It was important to the Board that
they find someone who would provide the
best possible leadership for the Company
whilst maintaining the right balance of
skills, experience, independence and
objectivity. Following a rigorous search
process, as detailed in the Nomination
Committee Report on page 90, the
Board was unanimous in its support for
appointing Richard Longdon, to replace
me as Chairman. Richard will be appointed
with effect from 1 September 2022 and in
accordance with governance best practice
his appointment will be put to shareholder
vote at the 2022 AGM.

Richard has enjoyed a highly successful
career in the technology sector, having
spent 33 years with AVEVA Group where
he was Chief Executive Officer for 17 years
along with a number of non-executive
director roles since. I am confident that the
experience he has will enable him to lead
the Board through the next stages of the
Company’s growth and assist management
in shaping the future strategy for the
business. I intend to ensure a smooth
transition by remaining an active member
of the Board until 30 September 2022.

Inside this section

Letter from the Chairman
Board of Directors
Corporate governance statement
Audit & Risk Committee report
Remuneration Committee report
Remuneration policy
Annual Report on remuneration
Nomination Committee report
ESG Committee report
Directors’ report
Directors’ responsibility statement

60
62
64
72
78
82
85
90
92
94
97

During the year we welcomed
Bhavneet (Bhav) Singh to
the Board, in the role of
Independent Non-Executive
Director. Bhav brings a wealth
of experience to GBG, both in
regard to his experience as the
Founder and CEO of Sandbox,
as well as his previous work
on expanding growth into the
international marketplace,
particularly in emerging
markets.

Board & Committees
During the year we welcomed Bhavneet
(Bhav) Singh to the Board, in the role
of Independent Non-Executive Director.
Bhav brings a wealth of experience to
GBG, both in regard to his experience
as the Founder and CEO of Sandbox, as
well as his previous work on expanding
growth into the international marketplace,
particularly in emerging markets. Bhav has
also been appointed as a member of all
Board Committees. We look forward to the
expertise and different perspective that
Bhav will bring to these roles.

Last year we also established an ESG
Committee, chaired by Natalie Gammon.
The Committee meets at least three
times a year. The creation of our ESG
Committee reinforces our governance over
ESG-related activities and will allow us to
communicate the positive work that has
been achieved.

During the year the Board was externally
evaluated by BoardClic. Page 69 provides
additional detail on the evaluation they
conducted. Feedback from BoardClic’s
evaluation of the Board was positive, they
highlighted that GBG had a well-functioning
Board with a clear focus on strategy.

A year of significant growth
This last year, the Board and the wider
GBG team have continued to steer the
business through the ongoing Covid-19
pandemic as well as looking ahead. Page
65 contains a summary of the matters the
Board has dealt with during the year.

Although it has been another exceptionally
challenging year for world economies
and the future remains uncertain, the
Board continues to take decisions that
create long-term sustainable value for our
stakeholders, while supporting the wider
GBG team in delivering the Groups’ strategy.

The strategic acquisitions of both Acuant
and Cloudcheck have increased our global
reach in digital identity and fraud prevention
technology, and combine our strengths in
a way that matches our ambition to deliver
world-class technology. It has also allowed
us to further expand into the US, the world’s
largest and most strategically important
market for our services. This in turn helps
us to achieve our goal of consistent growth.

Risk Management Framework
Over this financial year, we have made
significant progress in making our Risk
Management Framework more mature,
in line with the growth of the business.
We have focused on creating the right
risk culture and ensuring team members
understand their role in the management
of risk. The Board has also refreshed
our top risks during the year, considering
material business changes such as recent
acquisitions and the evolving market
within which GBG operates. For further
information please see our Principal Risks
& Uncertainties on pages 48 to 57.

GBG’s long-term sustainability
At GBG, we pride ourselves on being able
to provide sustainable, long-term value to
shareholders and to engage effectively with
all stakeholders. From global expansion
into the North American market with the
acquisition of Acuant to making sure the
necessary measures were taken to secure
GBG’s financial stability throughout the
pandemic, the Board is constantly making
decisions that put long-term sustainable
and profitable growth as a priority.

We also appreciate that sustainability calls
for us to be an involved local community
member. We continue to do this globally,
through our fundraising, donation and
active participation in a variety of charitable
projects.

Talent development is also a key factor of
our sustainable long-term approach. Our
mentoring scheme gives team members the
chance to gain experience and knowledge
from more senior team members, so that
they’re ready to lead GBG into the future.

You can find more information on our long-
term sustainability in our Environmental,
Social and Governance (“ESG”) Statement
on pages 20 to 29 and in our Section 172
Statement on pages 30 to 35.

Annual General Meeting (‘AGM’)
The AGM is an important event that gives
shareholders the opportunity to engage
with our Board. Last year we committed
to provide all shareholders with access
to a ‘hybrid’ AGM utilising the benefits of
technology to enhance the effectiveness
of our AGM in a virtual world.

Board highlights

Relevant experience

Strategy
Transformation
International
business
Finance

Male:
Female:

71%
29%

0-2 years:
3-5 years:
5-10 years:
10+ years:

14%
43%
29%
14%

Diversity

Tenure

This year we will once again conduct a
‘hybrid’ AGM to enable us to engage with
all shareholders who would like to attend,
either in person or virtually.

You can find more information about this
in our Notice of AGM.

If shareholders have any questions
or concerns regarding the AGM, we
encourage you to send an email ahead
of the meeting to GBG’s Governance
Team (Governance@gbgplc.com) who
will endeavour to respond promptly.

David Rasche
Chairman

GovernanceGBG Annual Report and Accounts 2022GBG Annual Report and Accounts 2022
Board of Directors

Committee key
A Audit & Risk Committee

Member

R Remuneration Committee

Chair

N Nomination Committee

E ESG Committee

David Rasche

Chris Clark

Liz Catchpole

Natalie Gammon

Bhav Singh

Chairman

Chief Executive

Senior Independent
Non-Executive Director

Independent
Non-Executive Director

David Ward

Chief Financial
Officer

Nick Brown

Annabelle Burton

Group Managing
Director

Group Company
Secretary

Appointed: April 2017
Before joining GBG Chris was
Managing Director at Experian
for five years where he was
responsible for the UK & EMEA.
Experian gave Chris first-hand
knowledge of the Identity Data
Intelligence market. Chris
previously worked at BT for
20 years, running several
technology businesses across
the globe. Chris has lived and
worked in the USA, Europe and
Asia, as well as the UK, and
has significant international
experience. Chris has a passion
for, and a strong track record
of, team member engagement
and customer focus.

Appointed: November 2019
Natalie is an Independent
Member of the Audit Committee
of the National Trust and also
undertakes an advisory role at a
number of technology start-ups.
Natalie has over 20 years of
global technology, commercial
and operational experience
with a demonstrable track
record of successful digital,
strategic and transformational
change programmes in both
private equity and blue-chip
companies. Natalie was
previously Chief Cloud Officer
for Finastra and more recently
held a Non-Executive position
at Masthaven Bank, where
she was also a member of the
Audit, Risk, Remuneration and
Nomination Committees.

Appointed: September 2017
Liz is an Independent Non-
Executive Director and Chair
of the Audit Committee at
Investec Wealth & Investment
where she is also a member of
the Risk, Remuneration and
Nomination Committees and
Independent Non-Executive
Chair of the architectural and
design practice TP Bennett. Liz
has over 20 years of executive
Board level experience gained
primarily in the insurance,
business services and property
sectors. Liz has previously held
Non-Executive positions at
FTSE listed bwin.party, British
Gas, Bournemouth Water, The
University of Law and Be Living
Holdings (formerly Willmott
Residential). Her career started
in insurance with a subsidiary
of GE Capital where she
worked for almost 17 years.
Liz is a chartered certified
accountant and holds an MBA
from Cranfield University.

Appointed: September 2010
David has close to 50 years’
IT industry experience with
over 40 years at Board level
in the software and services
sectors. He was the founder of
SSP Holdings Limited, which
became one of the largest
specialist insurance software
houses in the world. David has
chaired and advised businesses
in both the public and private
markets and has overseen
numerous acquisitions and
disposals over the last 30
years. He is a strong believer in
lifelong learning, has a diploma
in company direction and is
the longest serving member of
the Vistage executive learning
organisation in the UK. David
invests in and mentors some
smaller technology businesses
and is Chairman to Chatta, a
learning software company. He
also chairs a family property
and investment company and
a family charitable trust. He
was Yorkshire Business Leader
of the Year in 2008 and the
Grant Thornton QCA Chairman
of the Year in 2009. In March
2020, David won The Sunday
Times FTSE AIM Non-Executive
Director Award in recognition
of his stewardship and
contribution at GBG.

Appointed: November 2021
Bhav has over 25 years
experience leading successful
digital and media businesses
through ambitious periods of
growth and transformational
change. He is the founder and
CEO of Sandbox & Co, a digital
learning company that he has
helped to grow, both organically
and through acquisition. His
previous Executive experience
at Viacom and Pearson,
demonstrates his success in
scaling businesses in emerging
markets. Additionally, Bhav
is a member of the World
Economic Forum, as a Young
Global Leader.

Appointed: July 2021
Prior to joining GBG, David
held the position of Finance
Director and Company
Secretary at AVEVA Group
plc where he led the Finance
function and Legal and
Commercial Operations Teams.
He was heavily involved in
the M&A and integration that
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.

Appointed: April 2017
Nick has been a member of
GBG’s Executive Team since
joining the business in 2007.
Nick is currently responsible
for managing the operating
businesses of GBG on a global
basis. Prior to joining GBG
Nick held senior management
positions at Sage plc, Microsoft
UK and Fujitsu Services in
the UK.

Appointed: March 2021
Annabelle has over 17 years
experience in governance,
compliance and company law.
Annabelle 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 law degree (LLB).
Annabelle is secretary to all
Committees.

GovernanceGBG Annual Report and Accounts 2022GBG Annual Report and Accounts 2022Corporate Governance
statement

The Board's responsibility to safeguard and enhance long-term
shareholder value is supported by a robust governance framework.

The Board

Chair
Responsible for leadership of the
Board, making sure that no individual
or group dominates.

Executive Directors
Day-to-day responsibility for the
operational management of our
activities.

Non-Executive Directors
Bringing independent and objective
judgement to Board decisions. Holding
senior management to account.

David Rasche
Chair and
Non-Executive Director

Chris Clark
Chief Executive
Officer

David Ward
Chief Financial
Officer

Nick Brown
Group Managing
Director

Audit & Risk
Committee
Role: oversees the Company’s
financial reporting and risk
management processes.

Membership:
Liz Catchpole – Chair
Natalie Gammon
Bhav Singh

Nomination
Committee
Role: assists the Board in
discharging its responsibilities
relating to the composition
and make-up of the Board
and any Committees of the
Board.

Membership:
David Rasche – Chair
Chris Clark
Liz Catchpole
Natalie Gammon
Bhav Singh

Remuneration
Committee
Role: determining and
agreeing the broad policy
for the remuneration of the
Executive Directors, Chair
and other senior executives.

Membership:
Natalie Gammon – Chair
Liz Catchpole
Bhav Singh

Liz Catchpole
Senior Independent
Non-Executive Director

Natalie Gammon
Independent
Non-Executive Director

Bhav Singh
Independent
Non-Executive Director

ESG
Committee
Role: defines the Company’s
strategy relating to ESG
matters and ensure the
strategy remains effective
and up to date, making
regular recommendations
to the Board.

Membership:
Natalie Gammon – Chair
Liz Catchpole
Bhav Singh
David Rasche
Chris Clark
David Ward
Nick Brown
James Miller (Chief People
Officer)

Executive Team
Role: to set Group strategy and develop the operational performance of the Group.

Membership: the Executive Team has representation from all areas of the business and is chaired by the CEO.

A reminder of our strategy

Build markets

Customer trust

Build differentiators

Team trust

Build once

Investor trust

Strategic
link

Summary of Board Activity

Further information

Reviewed developments to Corporate Governance reporting and
made necessary changes

Corporate Governance Statement page 71

Conducted an external evaluation of the Board,
Directors and Committees

Corporate Governance Statement page 69

Approved our 2021 Modern Slavery Statement

ESG Statement page 25

Received an update on AIM obligations and market from
our nominated adviser

Reviewed the Board, Executive Team and Committees’ Terms
of Reference

Corporate Governance Statement page 71

Corporate Governance Statement page 70

Reviewed and updated of all Governance policies

ESG Statement pages 24 and 25

Considered and approved the appointment
of Bhav Singh to the Board

Discussed and approved developments to the Share Save Plan
to offer more inclusivity and encourage more take-up from team
members

Discussed the results of our annual employee engagement
survey (Q12) and put in place action plans to deal with any issues
we identified

Nomination Committee Report page 90

Remuneration Committee Report page 78

Corporate Governance Statement page 70

Discussed the findings of our 2021 Gender Pay Gap Report

Corporate Governance Statement page 68

Reviewed team members’ salary and holiday entitlement across
the Group

Remuneration Committee report page 80

e
c
n
a
n
r
e
v
o
G

e
p
o
e
P

Held our annual strategy meeting to discuss our ongoing vision,
the direction of our business and our strategic priorities

Received and reviewed regular reports from the Executive
Team on progress against strategic objectives, as well as risk
management and operational matters

Reviewed key risks that may threaten our strategy, such as
cyber risk and data privacy. Considered possible risk exposure
following the Russian invasion of Ukraine. Agreed response to
key stakeholders impacted and made sure appropriate controls
were in place

y
g
e
t
a
r
t
S

Held several in-depth discussions, including external independent
advisors to discuss the strategic value of acquiring Acuant
and Cloudcheck and implemented a plan to ensure successful
integration into the Group

Corporate Governance Statement page 66

Corporate Governance Statement page 68

Corporate Governance Statement page 67

Corporate Governance Statement page 71

Reviewed and approved the FY22/23 Budget

Corporate Governance Statement page 67

Considered the impact of Covid-19 on the going concern
status of the Group and conducted various stress tests against
a number of scenarios to test resilience of the Group cash
forecasts

Reviewed and approved the half and full-year announcements
and the 2022 Annual Report and Accounts

Note 2.2 page 111

Audit & Risk Committee report page 72

Approved LTIP, Share Match and Share Save schemes

Remuneration Committee report page 78

a
c
n
a
n
F

GovernanceGBG Annual Report and Accounts 2022GBG Annual Report and Accounts 2022

Corporate Governance
statement continued

We have set out this year’s
statement using the ten
principles from the QCA Code.

Deliver growth
Establish a strategy and business model
which promote long-term value for
shareholders
Our vision is to help create a world
where everyone can transact online with
confidence. Our purpose is to build trust
in a digital world. Our strategy is to create
and maintain unique online products and
services that give our customers added
value and are strong enough to let us
create new markets and win new business.
We achieve this by investing in people,
business and product development and
applying innovation, quality and excellence
in everything we do.

Our strategy, business model and business
operations are set out on pages 08 to 11.
The Executive Team, led by the Chief
Executive, is responsible for recommending
the Group’s strategy to the Board, based
on the interests of our shareholders,
customers, team members and other
stakeholders. The Board is fully involved
in discussing and developing our strategy
and business model with the Executive
Team before we implement it. The Executive
Team is then responsible for putting the
strategy into action and managing the
day-to-day business.

As they follow our strategy and operational
plans, the Executive and Management
teams will usually face day-to-day
challenges that we see as our principal
risks and uncertainties. We have agreed
on steps to mitigate them and we always
look to follow these steps whenever the
risks appear. You can find more details on
our internal control and risk management
process on pages 48 to 57.

We believe that we continue to add long-
term value to our shareholders. During the
year the Group completed two acquisitions
including Acuant Inc in North America and
Cloudcheck in New Zealand.

Our progressive dividend policy and share
performance over the last five years are
also indicators of long-term value for our
shareholders. As we begin to look beyond
Covid-19 and the measures that need
to be taken because of it, we expect to
continue our tradition of paying strong and
consistent final dividends. The Chairman’s
Statement on page 04 and in the Directors’
Report on page 94 contain further
information on this financial year’s dividend.

You can also see a total shareholder return
graph in the Remuneration Committee
Report on page 88.

Seek to understand and meet shareholder
needs and expectations
As mentioned in the s.172 Statement on
page 30 communication with shareholders
is given high priority by the Board. Chris
Clark (CEO), David Ward (CFO) and
where appropriate, other members of
the Board communicate regularly with
institutional investors and sell-side research
analysts through press releases, general
presentations at the time of the release
of the annual and interim results and
additional meetings throughout the year.
They use these opportunities to provide
updates on any changes to our business,
strategy, marketplace and acquisition
pipeline. Understanding what investors
and sell-side research analysts think about
GBG and, in turn, helping them understand
our business, is a key consideration as
we take strategic decisions and allocate
investment to drive the business forward.
We tailor our communication based on
whether we are speaking with new or
longstanding investors and share feedback
from these meetings with the Board. The
Board considers this information to make
sure there is a clear understanding of the
views of shareholders.

As part of the acquisition of Acuant,
Chris Clark and David Ward conducted an
investor roadshow to build an appropriate
level of institutional investor interest in
participating in the £300 million placing of
ordinary shares used to partially finance the
acquisition. The roadshow meetings were
held throughout the week leading up to the
proposed acquisition and equity placing
was announced on 19 November 2021. The
objective was to provide an opportunity for
a number of institutional investors in the
UK, Europe and North America to meet with
management, understand the transaction’s
strategic rationale, provide feedback and
raise any questions or concerns they
had. These conversations reinforced our
understanding of investor expectations
and the importance of GBG successfully
executing this strategic acquisition.

The Board uses the AGM to communicate
with private investors and welcomes their
participation. All Directors attend the AGM
and are available to answer shareholders’
questions formally during the meeting or
informally afterwards. Since 2021 GBG has
held the AGM as a hybrid meeting to allow
shareholders the option to attend in person
or join via electronic means. This will give
every shareholder better access to and
easier communication with the Board of
Directors.

Both the Chairman and Liz Catchpole
(Senior Independent Director) are available
to speak with shareholders to discuss
governance or any other topic related
to GBG that is important to them.
You can send a meeting request to:
investor.relations@gbgplc.com to
arrange this.

Embed effective risk management,
considering both opportunities and threats,
throughout the organisation
Risk management and controls
The Board and Group approach to
risk is set out in the Principal Risks &
Uncertainties report on pages 48 to 57
and the Audit & Risk Committee Report on
pages 72 to 77.

The Board has overall responsibility for
our approach to assessing risk, systems of
internal control and our risk appetite. The
Audit & Risk Committee is responsible for
monitoring and reviewing how effective
these systems are. These systems are
designed to manage risks rather than
eliminate them. They provide reasonable
but not absolute assurance against material
misstatement or loss and flag any new
material risks to the Board.

The Board believes risk assessment and
control, with an acceptable risk/reward
profile, are fundamental to achieving our
corporate objectives. We confirm that there
is an ongoing process to identify, evaluate
and manage the significant risks the Group
faces and the effectiveness of related
controls.

Budgets
For the FY23 financial year, GBG
completed its annual, comprehensive
budgeting process which the Board has
reviewed, challenged and approved. The
Executive Directors will provide regular
updates on performance against this
Budget and any updates to the forecast
results, ensuring communication of vital
information that may have an impact on
forecast.

The Board has conducted a rigorous and
in-depth assessment of GBG’s financial
position and outlook and has adopted the
going concern principle in preparing these
financial statements, as described in note
2.2 of the accounts.

Take into account wider stakeholder and
social responsibilities and their implications
for long-term success
Engaging with our stakeholders
strengthens our relationships and helps
us make better business decisions that
deliver on our commitments. This allows
us to create a long-term and sustainable
business model. We take our wider
stakeholder and social responsibilities
seriously. That means maintaining effective
working relationships with stakeholders
including team members, partners,
customers, suppliers and regulatory
authorities. There is more detail on how we
do this in our Directors’ Report on page 94
and through our Section 172 Statement on
page 30.

In our operations and working methods,
we balance the needs of all of these
stakeholder groups while still ensuring our
success. We promote a culture of honesty,
integrity, trust and respect. We expect
all members of our team to operate in an
ethical way, whether they are dealing with
people inside or outside the business.

Our customers and suppliers are mainly
long-term partners, so an important part
of our culture is to establish and maintain
relationships of trust. Our priority is to
create a positive customer experience
across our whole business, including our
product experience, customer success
management, professional services
and helpdesk.

As part of our commitment to continually
improve the GBG Customer Experience,
we listen to customers across all business
areas. Each year we welcome direct
feedback from all our customers and in the
last 12 months we have received over 2,000
pieces of feedback. As part of our Voice
of the Customer programme, we use this
feedback to drive material improvements
that are evidenced in key metrics over
time. We continue to use the feedback
we receive to inform our strategy, product
roadmap and customer interactions across
all parts of the customer journey, making
sure that the customer experience develops
to meet the needs and requirements of all
our customer base.

Insurance
Each year, we carry out an extensive
insurance renewal programme across the
Group. This allows us to review the sums
we insure and what type of cover we have,
assessing whether current cover is still
suitable for a company of our size operating
in our current industry. We consider the
insurance we have to be comprehensive
against claims or action that could be taken
against either GBG or its Directors because
of their roles.

Maintain a dynamic management
framework
Maintain the Board as a well-functioning,
balanced team led by the Chair
As at 31 March 2022, the Board was
made up of the Non-Executive Chairman
David Rasche, three Executive Directors,
Chris Clark, David Ward and Nick Brown,
plus three Non-Executive Directors, Liz
Catchpole, Natalie Gammon and Bhav
Singh.

In compliance with the QCA Code, the
Board determines independence. In the
Board’s opinion, Liz, Natalie and Bhav
are independent in both character and
judgement, in addition, they have all
served less than 10 years. The Board
have considered David Rasche’s length of
service and remain confident that he is still
independent in character and judgement,
in line with best practice he has been
subject to annual re-election since his
tenure reached nine years. Further to the
announcement that GBG will be appointing
a new Chair, who will be joining the Board
on 1 September 2022, this will be David’s
last annual re-election. Information about
the process for selecting a new Chair can
be found in the Nomination Committee
Report on pages 90 to 91.

The Executive Directors all work full time
for the Group. We also ensure that our
Non-Executive Directors do not have an
excessive number of directorships so they
can contribute an appropriate amount of
time to GBG. The Non-Executive Directors
are expected to commit a minimum of 20
days per year to Company activities. This
is alongside other commitments outside of
GBG, a summary of which appears in their
biographies on pages 62 to 63.

GovernanceGBG Annual Report and Accounts 2022GBG Annual Report and Accounts 2022Corporate Governance
statement continued

Board evaluation 2022

Stakeholders key
1 Investors

2 People

3 Customers

4 Communities

5 Suppliers

6 Governments
and regulators

7 Banks

In accordance with our Articles of
Association all Directors retire by
rotation and are subject to re-election by
shareholders at least once every three
years. Non-Executive Directors who have
served on the Board for nine years or
more, will be subject to annual re-election.
Currently this only applies to David Rasche.
To see which Directors have been put
forward for re-election at the 2022 AGM,
please go to the Directors’ Report on
pages 94 to 96 and the Notice of AGM.
The service agreements for each of the
Directors are available from our registered
office in Chester and on our website.

The Board has a formal schedule of matters
reserved for it to decide on, which is
available on our website.

The Non-Executive Directors have also
met during the year without the Executive
Directors and Chair being present.

The Board met on 13 occasions during
the financial year. Following the easing of
government restrictions in the UK, these
have been held both virtually and in person.
A summary of attendance is shown in the
table (above right). In addition, with regards
to the transaction formalities for both of the
acquisitions made during the year, meetings
were held by a transaction committee, being
a sub-committee of the Board consisting of
four Board members. These meetings have
not been included in the Board attendance
figures, and a total of four transaction
committee meetings were held during the
financial year.

Ensure that between them the Directors
have the necessary up-to-date experience,
skills and capabilities
The Directors’ biographies can be found
on pages 62 to 63. These outline their
experience and skills, along with their
Committee memberships. The Board and
Nomination Committee are satisfied that the
Board composition currently has the right
balance of experience, skills, independence
and expertise to deliver the Company’s
strategy. In terms of diversity, the Board
are satisfied that positive steps have been
taken in recent years to address this, with
the Board including two female members
and five male members as well as welcoming
its first Director from a minority ethnic
background.

Board meeting attendance

Member

David Rasche

Chris Clark

David Ward*

Dave Wilson**

Nick Brown

Liz Catchpole***

Natalie Gammon

Bhav Singh****

Attendance

13/13

10/10

3/3

13/13

12/13

13/13

5/5

David Ward was appointed to the Board on 1 July 2021; his attendance is based on the number of meetings he
has attended since his appointment as Director. Prior to his appointment David observed a number of Board
meetings to ensure an orderly succession.

Dave Wilson resigned from the Board effective 30 June 20201 and his attendance is calculated against the
number of meetings he was eligible to attend prior to his resignation.

*** Due to the bereavement of an immediate family member Liz Catchpole was unable to attend one unscheduled

Board meeting. In line with Board policy on unscheduled meetings, Liz reviewed the papers and provided her
comments in advance of the meeting.

**** Bhav Singh was appointed to the Board on 1 November 2021, his attendance is based on the number of

meetings he has attended since his appointment as Director.

Gender and diversity of ethnicity are
important considerations as we attempt
to create a cognitively diverse Board,
appointed on merit and reflective of our
business model and key stakeholders.

New Directors receive an induction on their
appointment to the Board which covers the
activities of the Group; and its key business
and financial risks, the Terms of Reference
of the Board, its Committees and the latest
financial information about the Group. The
Board ensures that they keep their skills up
to date, which includes (but is not limited
to) roles and experience with other boards
and organisations as well as formal training.
They are made aware of accounting,
governance and regulatory changes via
papers and presentations to the Board. An
annual review of compliance with the AIM
Rules is also provided by GBG’s Nominated
Advisor (NOMAD). All Directors have full
access to the advice and services of the
Company Secretary, who is responsible
to the Board for ensuring that Board
procedures are followed and that applicable
rules and regulations are complied with.

In addition, the Company Secretary will
ensure that the Directors are supplied with
information in a timely manner in a form
and of a quality appropriate to enable
them to discharge their duties. Throughout
the year, Board members receive regular
business updates and have full access
to the Company Secretary and external
advisors. Each member of the Board is
accountable for maintaining their skills and
furthering their knowledge and experience,

Liz Catchpole holds the Senior
Independent Director role (the ‘SID’)
to support the Chairman in his role; to
act as an intermediary for other Non-
Executive Directors when necessary and
to give shareholders another channel of
communication to the Board. All Directors
are able to seek independent professional
advice on the Group’s affairs, at the
Group’s expense, though no Director did
so this year.

Led by the SID, the Non-Executive Directors
meet without the Chair at least once a year
to appraise the Chair’s performance.

Evaluate Board performance based on clear
and relevant objectives, seeking continuous
improvement
Evaluations
This year, we carried out an external review
of the GBG Board, utilising the services
of BoardClic, who conducted a full and
thorough independent evaluation which
included both an online questionnaire
and individually tailored interviews with
each Board member. It provided the
Board with the opportunity to provide
their own feedback on a number of areas
such as Board structure, functionality,
objectives, meetings (including the quality
of information presented at such meetings)
administration and the Committees. The
Directors and Company Secretary were first
asked to complete an online questionnaire,
evaluating the effectiveness of the Board,
its Committees, and the Chairman.
BoardClic used their responses to create a
personalised interview for each participant,
which then probed more deeply into certain
areas. After the results of the interview
were collected, BoardClic created a report
for the Chairman which was then discussed
by the Board as a whole.

Areas of focus for 2022

Future strategy

Connected stakeholders:

1 2 3 7

Talent

Connected stakeholders:

2 3

Board composition and sector knowledge

Connected stakeholders:

1 2

Feedback from BoardClic’s evaluation of
the GBG Board was positive, it highlighted:

Chair succession

Connected stakeholders:

1 2 6

Successful integration of the recent
acquisitions (Acuant and Cloudcheck)
will be a focus, alongside reviewing and
updating GBG’s strategy accordingly. The
Board to continue to assess potential M&A
opportunities, product and technology
innovation and entering new geographies
and sectors.

Read more on page 90

GovernanceGBG Annual Report and Accounts 2022GBG Annual Report and Accounts 2022

Corporate Governance
statement continued

Appointments to the Board
The Nomination Committee is
responsible for evaluating candidates and
recommending appointments considering
the right balance of skills, knowledge and
experience. We assess whether or not to
use recruitment consultants on a case-
by-case basis. New Directors receive
a formal induction covering guidance
about the workings of the Board and its
Committees. New Directors also meet with
senior managers of the Group for detailed
information and presentations on Group
strategy, products and services.

Promote a corporate culture that is based
on ethical values and behaviours
The Board embraces its role in setting the
high standard for corporate culture at GBG
which focuses on ensuring the delivery
of long-term value to shareholders whilst
stressing the vital importance of engaging
effectively with relevant stakeholders.

GBG’s vision is to build trust in a digital
world; we make life easy for people who
have good intentions and difficult for those
that don’t. Recruiting and retaining the
best and most engaged team members,
who understand the needs of all of our
stakeholders is vital to our success.

Our culture is about how we choose to
behave and the way we are encouraged
to behave. The GBG culture is created by
the actions of over 1,200 people every day.
Our culture lives in how we show up and
the environment that we create together.
It shines through everyone from the
members of Board to the very latest team
member to arrive. Our culture is a shared
view of what we stand for as a company
and a mutual commitment to each other,
expressed in every action we take. To
manage GBG effectively, we need a positive,
effective culture. GBG’s Executive Team is
responsible for establishing, communicating
and promoting a culture that aligns with
GBG’s strategy and objectives. Team
members are expected to be open and
candid when discussing issues, to take
ownership and do the right thing for our
customers, shareholders, and one another.

We expect all members of our team to
operate in an ethical way, whether they are
dealing with people inside or outside the
business. GBG does not accept behaviour
that goes against this, or that could
damage our reputation.

Our vision is to have ‘the best and most
engaged people’ because we understand
the link between highly engaged people
and results. We have clear strategies for
how to achieve this objective and each year
our Annual Report aims to demonstrate
what we are doing to make it happen. We
run an engagement survey twice a year
(the Q12 survey) to give all team members
a voice and allow us to identify, listen and
respond to any feedback that might affect
engagement. Following the Q12 results,
all senior managers and Executive Team
members must champion action plans in
each of their areas for any improvements
that need to happen. More information
on the results of this year’s Q12 surveys
can be found on in our ESG Statement
on pages 20 to 29.

The Board and Executive Team
communicates with team members
regularly to keep them informed about
how the business is performing through
our global intranet platform ‘be/connected’.
This platform also lets team members share
news stories and access learning resources
and general information about GBG.

Chris Clark, CEO, also hosts bi-weekly
virtual live business updates across the
Group, ensuring that all team members
are kept up to date with how the business
is performing and any key changes they
need to know about. Team members also
have the opportunity to ask the CEO any
questions they may have. We believe
this approach promotes transparency
throughout the Group and encourages
engagement which is echoed as part of the
feedback we received from our recent Q12.

More information on our culture can be
found in our ESG Statement on page 27.

Maintain governance structures and
processes that are fit for purpose and
support good decision-making by the Board
Our Board believes that good corporate
governance is essential for building a
successful and sustainable business in the
long-term interests of all our stakeholders.
The Board has a robust management
framework, as illustrated below, with clearly
defined responsibilities, it sets the direction
for the Group through a formal schedule of
matters reserved for it to decide on.

There is a clear separation of the roles
of Chief Executive Officer and Non-
Executive Chairman:

• The Chair is responsible for overseeing
the running of the Board, making sure
that no individual or group dominates
the Board’s decision-making and seeing
that Non-Executive Directors are properly
briefed. The Chair is responsible for
corporate governance overall and chairs
the Nomination Committee

• The Chief Executive Officer is

responsible for implementing the strategy
of the Board and managing day-to-day
business activities

• The Company Secretary is responsible
for making sure the Board follows its
procedures and complies with rules and
regulations

We agree on a calendar of Board
meetings and key matters for discussion
at the beginning of each year. The Board
holds ten meetings a year with the caveat
that should any urgent business arise, the
Board would make themselves available
for a meeting.

Board papers are usually circulated
securely via our Board Intelligence portal
five business days before each meeting.
This allows for sufficient reading time and
any necessary clarifications ahead of the
meeting. The Board will continue with
a combination of virtual and in person
meetings as we believe a ‘hybrid model’
will prove the most effective system
going forward.

The Board has established Audit & Risk,
Remuneration and Nomination Committees
with formally delegated duties and
responsibilities. You can find the Terms of
Reference for each on our website. For
a summary of their work during the year
ended 31 March 2022, please see each
individual report.

As mentioned previously, last year we
established an ESG Committee, chaired
by Natalie Gammon. Our ESG initiatives
have also been strengthened by the recent
appointment of our ESG Strategist and
Programme Manager and the continued
development of the be/yourself initiative.
For further information on this, please see
page 24.

Communicate how the Company is
governed and is performing by maintaining
a dialogue with shareholders and other
relevant stakeholders
It is the Chair’s responsibility to:

• communicate with shareholders and

make sure that the Board is made aware
of any concerns in a timely manner

• make sure members of the Board,

particularly the Non-Executive Directors,
understand major shareholders’ views

• make sure the Board keeps its integrity

and effectiveness

It is very important for us to communicate
regularly with our various stakeholder
groups in a clear, fair and accurate way.
We do this through regular announcement
and update statements to the London
Stock Exchange and through our website,
particularly the investors section, where
you can register for emails about our future
announcements. You can read our historical
financial reports and AGM Notices on our
website. We announce the results of voting
on all AGM resolutions shortly after the
AGM itself. We also post a more detailed
analysis of voting at General Meetings
on our website. This includes any actions
we would propose to take, in situations
where more than 20% of shareholders
voted against a resolution. Shareholders
are encouraged to arrange meetings with
the Board should they wish to address any
specific matters.

Our ability to communicate effectively with
shareholders can be demonstrated this
year with the CFO transition. As part of our
commitment to give our investors greater
insight into the CFO succession process
(that took place during the FY21 financial
year) David Ward, prior to being officially
appointed as a Director, joined Chris Clark
and Dave Wilson (departing CFO & COO)
in the full-year investor roadshow in June
2021. This meant that David Ward was
introduced to GBG’s largest investors
alongside Dave Wilson with assurances on
how a smooth handover would be achieved.

In November 2022, we announced the
acquisition of Acuant, a leading US Identity
Verification and Identity Fraud prevention
business. The acquisition involved an equity
share placing and as part of the process,
Chris Clark (CEO) and David Ward (CFO)
conducted a virtual roadshow to engage
with 39 new and existing institutional
holders on the strategic rationale of the
deal ahead of the equity share placing. The
Board was also mindful of including private
investors within the equity share placing
and provided access via a retail offering on
the PrimaryBid platform, a practical solution
to enable GBG to include private investors
despite the short timeline of the process.

Communication with team members has
also been greatly enhanced following the
Covid-19 pandemic as we have continued
the use of our bi-weekly live webinars.
These give team members the opportunity
to ask our CEO, Chris Clark, any questions
they may have as well as allowing the CEO
to communicate business updates with all
team members effectively and succinctly.
For example, the webinar that was held
after the acquisition of Acuant allowed
Chris to explain the immediate impact of
the decision as well as how it fits into the
wider GBG strategy.

Conflicts of interest
Under the Articles of Association, the
Board has the authority to authorise any
matter proposed to it including if there is a
direct/indirect conflict of interest. Matters
concerning this are subject to a strict
adherence to the articles regulating such
authorisations, including the exclusion of
the Director in question as well as any other
interested Director.

Advisors
GBG has regular contact with its advisors
in order to ensure the success of its
corporate governance regime. Our NOMAD,
Peel Hunt, helps support the Board’s
development as well as providing advice
on corporate governance and regulatory
matters. We are also supported by Equiniti
(registrars), Tulchan (financial PR), Squire
Patton Boggs (corporate lawyers) and Ernst
& Young (external auditors).

All Directors may receive independent
professional advice at GBG’s expense,
if necessary, for the performance of their
duties.

GovernanceGBG Annual Report and Accounts 2022GBG Annual Report and Accounts 2022
Audit & Risk
Committee report

Dear Shareholder
On behalf of your Board, I am pleased to
present the Audit & Risk Committee Report
for the year ended 31 March 2022.

Accounts that are fair, balanced
and understandable
The Audit & Risk Committee is responsible
for making sure the financial performance
of the Group is properly prepared, reviewed
and reported. Our role includes ensuring
the integrity of the financial statements
including examining documentation relating
to the Annual Report, Interim Report,
preliminary announcements and other
related reports. We are responsible for
reviewing internal control systems, risk
management systems and the accounting
principles, policies and practices adopted
for preparing public financial information.
We are satisfied that this Annual Report is
fair, balanced and provides the information
necessary for shareholders to assess the
Group’s position and performance, as well
as its business model and strategy.

Role and responsibilities
The role of the Committee is set out in its
Terms of Reference. These are reviewed
annually and are available on the Group’s
website www.gbgplc.com/en/investors.

The Committee is responsible for providing
oversight in the following areas:

• financial reporting, including reviewing

the financial statements and other formal
announcements and challenging and
reviewing the significant judgements
contained in these documents

• risk management and related controls

and compliance

• monitoring the relationship with the
external auditor and reviewing the
effectiveness, scope, objectivity and
independence of auditor

• approving the external auditor’s

The Audit Committee –
membership and experience
The Audit Committee is appointed by the
Board, and the members include myself as
Chair, Natalie Gammon and Bhav Singh.
We are all considered Independent Non-
Executive Directors. Other members of the
Board, along with senior management and
the external audit partner, are regularly
invited by the Chair to attend Committee
meetings. The Board is confident that the
Committee has sufficient recent financial
experience, relevant to the sector in which
the Group operates and appropriate access
to company insight and professional advice.
I am a Chartered Certified Accountant
with an MBA and have chaired the audit
committees of other boards, I also maintain
an up-to-date understanding of financial
and corporate governance best practice
by attending regular training sessions.
Natalie Gammon also serves on the
audit committee of other companies and
the Committee welcomed Bhav Singh
as its newest member on 1 November
2021. If needed, the Committee can seek
professional advice at the Company’s
expense, although we did not seek any
such advice during the year.

Key activities considered
during the year
Financial reporting
The Committee has reviewed and discussed
with executive management and the
external auditor, the audited consolidated
financial statements in the FY22 Annual
Report. The Committee also reviewed the
half-year results.

Our rigorous challenges and discussions
focused on:

• the quality, not just the acceptability,

of the accounting principles

• the reasonableness of significant

judgments and estimates

remuneration and terms of engagement,
including making recommendations
regarding its reappointment

• the acquisition of Acuant and other
acquisitions, including all financial
disclosures

• risks and risk management

• internal audit, including agreeing the
plan, findings and implementation of
these findings

• ensuring whistleblowing processes

are robust

• reporting to the Board on how

the Committee has discharged its
responsibilities throughout the year

Quick facts

Member

Liz Catchpole

Natalie Gammon

5/5

Attendance

Bhav Singh*

3/3

* Bhav joined the Company on 1 November 2021.

His attendance is based on the number of meetings
he was able to attend since joining the Committee.

Note: Two of the meetings held this year were timed
to coincide with key dates in the Group’s financial
reporting and audit cycle. At the end of each of these
meetings, the Committee met separately with the
external auditors, without the Executive Directors or
management being present.

By invitation, this year’s Audit Committee meetings
were attended by the Executive Directors, Company
Secretary, external auditors, internal auditors and
management as required.

• Liz Catchpole has chaired the committee
since November 2017. She is a chartered
certified accountant and is considered
by the Board to have recent and relevant
financial experience, including her
current position as ‘Chair’ of the audit
committees of another board in the
financial services sector.

• All members of the Committee are

Independent Non-Executive Directors
and the Board is satisfied that the
Committee as a whole has competence
relevant to the sector.

• Representatives from EY and the Chief

Regulation Officer each have time
with the Committee and the Company
Secretary to raise freely any concerns
they may have without management
being present.

Significant issues
The Committee, external auditors, internal auditors and management considered
the following issues as significant in relation to the financial statements.

Matters considered

Accounting for business combinations
This is an area requiring accounting judgement particularly around discount rates, tax rates,
growth rates and attrition rates. In the current year, we engaged independent valuation
specialists to prepare the valuation for the Acuant and Cloudcheck acquisitions. The
Committee reviewed the reports prepared by the specialists and those of management
and challenged the key assumptions against external evidence and the Committee’s own
market knowledge. The Committee was satisfied this area has been appropriately disclosed.

Revenue recognition
The Committee assessed management’s analysis of contracts under IFRS 15 and,
after challenge, concluded that revenue has been properly recorded in the period in
accordance with accounting standards.

In the current year this review specifically also considered the appropriateness of the
Acuant revenue recognition policies, which were considered appropriate.

Going concern
The Committee reviewed management’s papers, scenario modelling and disclosures
regarding going concern. The Committee was satisfied that it was appropriate to
produce the accounts on a going concern basis.

Impairment of goodwill and intangible assets
The Committee reviewed management’s papers and, after challenge, concluded
that it agreed that the goodwill and intangible assets in the cash-generating units
were supportable based on future cash flows, which were approved as part of the
budget process.

External audit
Ernst & Young LLP (‘EY’) has audited
the Group’s accounts since 1993 and
were reappointed in 2019 following
a rigorous retender process. Although
the Board and the Committee have been
satisfied with EY’s quality of service,
independence and objectivity, following
feedback from the Company’s largest
institutional shareholders it was decided
that a competitive tender process should
take place. It was agreed that the new audit
firm would take over as external auditors
for the audit of the year beginning 1 April
2023. Due to EY’s length of tenure, it was
decided that they should not be invited to
participate in the selection process.

Due to the size and complexity of the
Group, it was considered that audit firms
outside top six audit firms would not
have sufficient resource or global reach
to perform the annual audit and were
therefore ruled out of the tender process.

The Committee approved and oversaw
a thorough tender process, including
agreeing the timetable and preparing the
tender document in accordance with the
relevant requirements. Having carefully
considered and followed the Financial
Reporting Council (‘FRC’) guidance on
audit tenders, we decided that the process
should follow five stages set out on the
next two pages.

GovernanceGBG Annual Report and Accounts 2022GBG Annual Report and Accounts 2022

Audit & Risk
Committee report continued

Stage 1

Stage 2

Stage 3

Stage 4

Stage 5

Proposals issued

Proposals submitted

Scorecard

Tender

Selection

Consideration

Evaluation

Confirmation

Process begins

Invitations issued

Proposals reviewed

Credentials

The Committee recommended the
audit tender to the Board in March 2021
to take place in the next financial year.
The successful firm’s first year would
be signing the audit opinion for the 12
months to 31 March 2024 which would
allow a sufficient handover period with
the incumbent auditor. The Committee
agreed the timetable for the tender, the
tender document, the tender shortlist
and the key decision criteria for the
recommendation it would make to
the Board.

Before issuing the invitation to tender,
David Ward, Chief Financial Officer,
met with the proposed audit partner of
each shortlisted firm. This provided an
opportunity to assess each audit partner
and their firm in terms of independence,
international capability and experience.

Four firms were invited to tender,
including two from outside the ‘Big Four’.
As noted previously, EY were not invited
to participate and another of the Big Four
was conflicted due to a material joint
commercial offering between GBG and
this firm in the US.

We sent each firm a list of proposal
requirements and the evaluation criteria.
The criteria included, but was not limited
to, the audit quality record of the firm
and lead partner, demonstration of
a probing and challenging attitude,
industry and geographic capability and
coverage with GBG. We invited each
firm to meet with me separately, as
well as additional meetings with other
members of GBG’s management and
Finance Team. Firms were also invited
to a secure virtual data room where they
could access information about GBG
to help them understand the business
(e.g. organisational charts), finance
processes (e.g. consolidation workings
and finance system overviews) and our
policies on key accounting areas of
judgement (e.g. revenue recognition).

Disappointingly, two of the firms declined
to participate in the tender. This included
one of the Big Four firms who stated that
they did not have sufficient resources
to take on another large audit and a
non-Big Four firm who stated that they
were not able to tender for work during
their January – March ‘busy period’ as
there was a focus on ensuring the audit
quality of existing audits was maintained
in this period. We challenged each of
these firms on their decision as both
had previously indicated a willingness
to participate. This challenge included
discussions with senior partners yet
despite this escalation they were not
willing to reverse their decision.

At this stage, it was considered whether
it was appropriate to still proceed with
the audit tender process given that there
were only two audit firms remaining.
However, reference was made to the FRC
guidance that specifically states that
‘many conflicts of interest arise which
may make it difficult to identify more than
two firms to be involved in the process’
and ‘the legal requirement is that at least
two firms are presented to the full Board
by the Audit Committee, with a justified
preference for one firm’.

The remaining two firms submitted
extensive written proposals in February
2022. We reviewed the proposals and
it was agreed that both firms should be
shortlisted for the next stage. The Chair
of the Audit Committee met both audit
partners.

We invited the final two firms to present
to the Audit & Risk Committee in
March 2022. The Committee then
met to evaluate each firm using pre-
agreed key decision criteria to reach
its recommendation to the Board. To
support this assessment a scorecard
was developed with each firm marked on:

• Capability and competence (covering
the audit partner, wider team and the
firm’s audit quality)

• Relationships and track record

• Service proposition (covering audit
approach and value for money)

• Behaviour and deliverables (covering
behaviour during the process and
quality of the proposal document and
oral presentation)

Assessing capabilities

Final selection

During the year, we approved EY’s terms
of engagement, scope of work and the
process for the interim review and the
annual audit. We also reviewed, challenged
and agreed the audit fee proposals and
approval for non-audit services fees,
tenure and audit partner rotation (based on
best practice and professional standards
within the United Kingdom). This financial
year we have had a new EY senior audit
partner, Kate Jarman, leading our audit.
I have been in regular contact with EY
during the year to discuss, amongst other
things, progress of this year’s audit and
specific actions required in response to
the Covid-19 pandemic and updating the
progress of the audit tender. PwC will now
begin a year of learning about the business
and observing EY prior to beginning the
audit from 1 April 2023.

The Committee concluded that both
firms taking part in stage four of the
process demonstrated a high level
of competence on all audit matters.
The Committee recommended that
PricewaterhouseCoopers LLP (‘PwC’)
be appointed on the following basis:

• Their proposed audit approach,
specifically the balance between
a substantive and controls-based
audit, was more reflective of GBG’s
current control environment, especially
following recent overseas acquisitions.
Their proposal demonstrated an
understanding of the need to evolve as
IT systems and processes changed.

• PwC has the international coverage
required as the Group continues to
expand as well as partners and audit
teams experienced in conducting
global audits.

• The Committee was satisfied with PwC’s
audit quality results (taking into account
the FRC’s audit quality reports and
open investigations). The firms were
challenged on these results throughout
the process and specifically during the
oral presentations. The Committee was
satisfied with the responses from PwC
on their commitment to maintaining and
improving audit quality.

GovernanceGBG Annual Report and Accounts 2022GBG Annual Report and Accounts 2022Audit & Risk
Committee report continued

Comparison of audit fees

Total fees 2021/22

£844k

£132k

£nil

£320k

£392k

Total fees 2020/21

£784k

£273k

£123k

£nil

Total fees 2019/20

£393k

£72k

£103k

£10k

£388k

£208k

Statutory audit – the Company
Statutory audit – subsidiaries
Regulatory audit services provided
by the statutory auditor
Other non-audit services

Non-audit services
The only non-audit services EY provided
in the year were the review of the Group’s
half-year results and agreed upon
procedures regarding covenant compliance
in accordance with the Group’s banking
facilities and approval of the SAYE
prospectus for Australian team members.
EY did not perform any other non-audit
services during the year. We do not expect
EY to perform any non-audit services
(except for those performed in FY22). We
selected EY for these tasks as they would
normally be performed by the Company’s
external auditor as detailed in note 6 to the
financial statements.

Auditor independence
The Board ensures external advisors
remain independent by having separate
firms (non-EY) carrying out financial due
diligence and general advice relating to
acquisitions and tax matters.

The Committee has and will continue to
assess the independence, tenure and
quality of the external auditor at least once
a year, in addition to requiring both verbal
and written confirmation of the auditor’s
independence. EY has confirmed that there
are no relationships between themselves
and the Group that could have a bearing
on their independence.

Whistleblowing policy
During the year we carried out an annual
review of our whistleblowing policy to make
sure it is still appropriate for a Group of
our size and for the geographies in which
we operate. We are satisfied that it is.
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.
We receive monthly reports from our
external whistleblowing helpline provider
and should an incident be raised,
investigations are carried out independently
with findings being reported directly to the
Chair of the Audit & Risk Committee, who is
the Group’s whistleblowing officer. They are
also formally reported to the Audit & Risk
Committee. In this financial year two team
member management issues were raised
through the whistleblowing helpline (FY21:
no instances). Both were fully investigated
in line with our whistleblowing policy and
dealt with appropriately. A full report was
provided to the Audit & Risk Committee.

Internal audit
BDO LLP was appointed as the Group’s
internal auditors in 2020. Their role is
providing the Committee and Management
with assurance on the adequacy of the
Group’s internal control arrangements,
including risk management and governance.

In their first year of working with us, BDO
reviewed the Group’s Risk Management
Framework. The review identified a number
of areas of good practice that the Group
had already implemented as well as areas
where the Group could look to improve. In
September 2021 the Committee approved
a revised Global Risk Framework, which
has been communicated across GBG with
supporting training and guidance. We have
completed a full review of all the Group’s
risks; risk registers are in place across all
business areas and are subject to regular
review and challenge. This activity led to
a refresh of the top risk profile which was
discussed at the Committee and is now
subject to regular risk reporting. For further
information on our Risk Management
Framework, see our Principal Risks &
Uncertainties report on page 50.

This financial year BDO carried out an
assessment of the Group’s compliance
with Market Abuse Regulation (MAR) and
share award processes. The Company’s
policies, procedures and management
of insider lists were reviewed as part of
the assessment. The review highlighted
several areas of good practice with regards
to the arrangements in place to mitigate
specific risk areas identified in relation to
MAR compliance and the maintenance of
insider list. It was also acknowledged that
the process for maintaining share option
awards and payment records was good.
BDO’s recommendations were discussed
with the Group Company Secretary and
Director of Finance Operations. The
Committee remains satisfied that effective
controls are in place.

The Committee maintained regular contact
with BDO throughout the year to discuss
progress and the status of our internal audit
programme. In addition, the Committee
has also met with BDO and the executive
management team to review and challenge
the reports produced by BDO and
management’s responses to BDO findings.

Annual Committee evaluation
The Committee’s effectiveness was
reviewed during the year as part of
the annual review of the Board and its
Committees. This financial year, BoardClic,
an external board evaluator, carried out
the review. Committee members felt that
the Committee could be strengthened by
the appointment of another member, this
has since been addressed by the addition
of Bhav Singh. I am pleased to report that
the review concluded that the Committee
continues to discharge its duties effectively.
You can find further details on the external
board evaluation on page 69 of the
Corporate Governance Statement.

Liz Catchpole
Audit & Risk Committee Chair

22 June 2022

Anti-tax evasion policy
The Group has in place a policy to uphold
all relevant laws that counter tax evasion.
This policy has been added to the Group’s
‘Code of Conduct’ and published on our
intranet. The policy is reviewed on an
annual basis and updated as required.
During the year a new Head of Tax role was
approved to further strengthen our ability
to ensure we are compliant with global
tax regulations, particularly as the Group
expands into new territories. The successful
candidate joined GBG in June 2022.

Future focus for Audit Committee
The key focus for the Committee in the year
ahead will include:

• the Acuant acquisition accounting and
integration into GBG, including impacts
on financial reporting, risk management
and internal controls. Our Executive
Director Nick Brown is responsible for
leading the integration project

• Following the external audit tender, PwC

will shadow our current auditors EY
during the FY23 audit. The Committee
will oversee the handover to ensure a
smooth transition

• Continuing the progress made on
developing our Risk Management
Framework

• The Committee will continue to plan and
develop the internal audit programme
and identify areas for review. The Risk
Manager will lead this using co-sourced
external support

• The Audit Committee will also be
reviewing and considering UK
governance changes proposed in the
recent BEIS White Paper on Audit Reform

Internal control and risk
management
The Board has overall responsibility for
the Group’s approach to assessing risk
and systems of internal control and for
monitoring how effective they are. There
are limitations inherent in any system of
internal control. The system is designed to
manage risks rather than eliminate them. It
provides only reasonable and not absolute
assurance against material misstatement
or loss. However, there is a robust ongoing
process for identifying, evaluating and
managing the principal and emerging risks
the Group faces. In the financial year we
also appointed our own dedicated risk
manager to lead and monitor our risk
processes.

For full details of our risk management
and internal control systems and
processes, please see our Principal Risks &
Uncertainties report on pages 48 to 57.

Lara Clark, Chief Regulation Officer, worked
alongside executive management and
BDO to establish a risk programme which
incorporated a roadmap plan of actions to
address each of the review’s findings. I am
pleased to say that we have made positive
progress against the roadmap and we
continue to receive regular risk programme
updates. We intend to continue to mature
our risk management capabilities in line
with the growth of the business.

Board-level reporting on risk
management and internal control
This year, we have reviewed reports from
the external and internal auditor and
executive management relating to internal
control, financial reporting, risks and risk
management and presented those reports
to the Board. This process is reviewed on
a quarterly basis to make sure the risks
included in the bi-annual reports are valid
and relevant.

We have provided the Board with an
independent assessment of the Group’s
financial position, accounting affairs and
internal control systems.

GovernanceGBG Annual Report and Accounts 2022GBG Annual Report and Accounts 2022
Remuneration Committee
report

Information not subject to audit
This report is for the year ended 31 March
2022. It sets out the remuneration policy and
the remuneration details for GBG’s Executive
and Non-Executive Directors. As an AIM-
quoted company, we have to disclose this
information to fulfil the requirements of AIM
Rule 19. In accordance with AIM Rule 26, we
comply with the Quoted Companies Alliance
Corporate Governance Code (the ‘QCA
Code’). While we are not required to comply
with Schedule 8 of the Large and Medium-
sized Companies and Groups (Accounts
and Reports) Regulations 2008, we are
committed to achieving both high governance
standards and a simple and effective
remuneration structure. The following
information is unaudited except where stated.

Annual Statement from the
Chair of the Remuneration
Committee

Dear Shareholder
I am very pleased to present our Directors’
Remuneration Report for the year ended
31 March 2022. In keeping with last year’s
structure, we have separated the report
into three sections: the Annual Statement;
the Directors’ Remuneration Policy; and the
Director’s Annual Report on Remuneration,
which describes how we have implemented
the policy throughout the year and looks
ahead to 2022-23. As in previous periods, we
have presented the remuneration policy as a
table to make it clear and simple, in line with
best practice amongst AIM companies.

The Committee is primarily responsible
for determining and recommending to the
Board the policy for the Executive Directors’
remuneration and employment terms. The
Committee is also responsible for reviewing
(and making recommendations to the
Board about) share incentive plans and
performance-related pay schemes and
their associated targets, as well as
employee benefit structures across the
Group. In addition, the Committee also
monitors remuneration structures below
Board level and considers proposals and
remuneration packages when bringing key
talent into the Group.

It has been a transformative year within
GBG. M&A is a core pillar of our strategy
and we have a strong track record of
execution having acquired and successfully
integrated 15 companies since 2011. Each
acquisition has continued the evolution of
the Group from a UK-based customer data
and marketing services organisation to a
global leader in digital identity and identity
fraud software solutions, supported by our
international location intelligence business,
which delivers superior customer experience
as well as prevention of some types of fraud.

Our progress has further accelerated with
the acquisition of Acuant on 29 November
2021. We firmly believe this will help the
Group create sustainable long-term value.
Additionally, the Group also completed the
acquisition of Cloudcheck on 31 January
2022. This further complements our identity
strategy in Australasia.

The remuneration policy is fundamental to
the delivery of the Group’s ongoing strategic
objectives and provides key incentives
and support for sustainable long-term
value creation. We firmly believe that our
remuneration policy effectively rewards
and incentivises our Executive Team and
senior management. It also makes sure we
provide fair pay and promote all of our team
members’ wellbeing and engagement. We
align our remuneration with the Group’s
strategic aims and consider how we distribute
incentives across all GBG team members.
In this way, we make certain that these
incentives also create long-term value for
our stakeholders.

The Committee will put an advisory resolution
to shareholders at the 2022 Annual General
Meeting (‘AGM’) to consider and approve this
report. Shareholders considered a similar
resolution at the 2021 AGM and supported it
by 99.9% of the votes cast.

Committee composition
Bhav Singh was appointed to the Board and
Remuneration Committee on 1 November
2021 following a rigorous appointment
process using an external search firm.
The appointment of Bhav increases the
Committee’s membership to three, all of
which are Independent Non-Executive
Directors.

Quick facts

Member

Attendance

Natalie Gammon

Liz Catchpole

Bhav Singh*

3/3

2/2

* Bhav joined the Committee on 1 November 2021.

His attendance is based on the number of meetings
he was able to attend since appointment.

• Natalie Gammon has chaired the
Committee since August 2020.

• All members of the Committee

are Independent Non-Executive
Directors. Attendance at
Remuneration Committee meetings
is set out above, and the relevant
Directors’ biographies can be found
on pages 62 to 63.

• By invitation of the Committee,
meetings are attended by the
Chairman, the Executive Directors,
the Company Secretary, the Chief
People Officer and the external
adviser to the Committee.

• No Director or other senior executive
is involved in any decisions as to their
own remuneration.

• The Committee is authorised to seek
outside legal or other independent
professional advice as it sees fit.

The Committee at a glance
The Remuneration Committee held three
meetings during the year. Please see the
attendance table for further information.

The Committee has discharged its
responsibilities throughout the year by:

• considering and approving bonus

measures & KPIs

• considering and approving Executive
Directors’ salaries and the Chair’s fee

• approving Executive bonuses

• considering and approving share matching

awards and exercises for Executive
Directors

• reviewing and considering the Group’s

share plans, including the introduction of
a performance share plan and a restricted
share plan

• considering and approving the Save as

You Earn Scheme

• reviewing and approving the Company’s

Gender Pay Gap Report

• considering and approving the addition of
an ESG measure into the annual bonus
scheme for Executive Directors

• reviewing remuneration arrangements for

the wider workforce

Performance and decisions on
remuneration taken during
2021-22
Introduction of an ESG KPI
In the financial year, the Remuneration
Committee agreed to include a fourth KPI for
Executive bonuses to maintain a focus on
ESG improvements and communication, by:

• maintaining our MSCI ‘AA Rating’

• agreeing targets and/or objectives based

on the six UN SDGs

• using transparent communication to

ensure all stakeholders clearly understand
our ESG focus

The targets emphasise senior
accountability for ESG and ensure that
management considers ESG factors in
business planning, priorities and decision-
making. For the CEO the Committee agreed
7.5% of total maximum bonus would be
linked to ESG targets and 5% of total
maximum bonus for the other Executive
Directors.

The Remuneration policy is
fundamental to the delivery of
the Group’s ongoing strategic
objectives and provides key
incentives and support for
sustainable long-term value
creation. We firmly believe
that our remuneration policy
effectively rewards and
incentivises our Executive
Team and Senior Management,
as well as ensuring fair pay,
wellbeing and engagement
across all of our team
members.

Company performance
GBG has experienced another strong
year of transformational growth, with two
successful strategic acquisitions, Acuant
and Cloudcheck. GBG has continued to
meet the Board’s growth expectations
throughout the year, with revenue
increasing by 11.4% and organic growth
of 10.6% on a constant currency basis.

Review of incentive arrangements for
Executive Directors
Our current incentive arrangements for
Executive Directors comprise the annual
bonus and the Share Matching Plan
(‘SMP’). These plans were put in place
to support the remuneration policy to
provide competitive total reward subject to
stretching performance targets that supports
the business strategy without exposing
shareholders to unreasonable levels of risk.

The Committee believes that the SMP has
until now been a key part of the overall
remuneration package. Following a review
of market practice and the elements of
our remuneration policy, we have decided
to replace this plan with a more standard
Performance Share Plan (‘PSP’) structure,
with annual rolling awards subject to three-
year performance conditions and without the
specific link to annual bonus awards that is a
feature of the SMP. The new PSP is aligned
with majority market practice and therefore
will ensure that the Company can attract and
retain Executives with simpler, more market-
familiar structures.

A remuneration benchmarking exercise
was carried out to determine appropriate
PSP award levels, based on practice within
companies of a similar size to GBG, within
the technology sector and the broader
market. Based on this exercise, the
Committee has determined that the normal
annual PSP grant will be 225% of salary
for CEO and 175% of salary for other
Executive Directors. The first awards are
intended to be made shortly after the 2022
AGM, and will be based on earnings per
share (‘EPS’) and relative total shareholder
return (‘TSR’) over a three-year period.

GovernanceGBG Annual Report and Accounts 2022GBG Annual Report and Accounts 2022

Remuneration Committee
report continued

Our reward philosophy (be/
rewarded) is to ensure our
team members are fairly
rewarded for the contribution
they make. In April 2021 we
awarded 300 options over
shares in GBG to all team
members who were employed
on this date.

All outstanding SMP awards will continue in
operation based on their original terms and
conditions.

No other changes to Executive Director
rewards are planned other than an increase
to base pay in line with the Group pay
increase (of 5%) applicable to all eligible
team members.

Annual bonus
In light of this year’s strong performance
and the Company meeting its targets, the
CEO, CFO and the Group Managing Director
earned annual bonuses for FY22 totalling
140%, 108% and 123 % of their respective
salaries.

Dave Wilson’s departure
Dave Wilson stepped down as a Director
of the Company on 30 June 2021. Dave’s
services were available to the Company until
31 December 2021 (‘End Date’). Up to and
including the End Date, Dave’s salary and
benefits continued in the usual way. No bonus
was paid to Dave in relation to FY22.

The Company treated Dave as a ‘Good
Leaver’ under the rules of the its Share
Matching Plan (‘the Plan’) granted in 2018,
2019 and 2020 (‘the Awards’). Dave did not
receive an award under the Plan for 2021.
The Awards will vest at the normal vesting
dates, subject to the Plan rules, achievement
of the relevant performance conditions and
shall, at the discretion of the Committee, be
exercisable on the same basis as if Dave’s
employment had not terminated.

The Company did not make any additional
payments to Dave.

Workforce and fair pay
Our reward philosophy (be/rewarded) is
to make sure our team members are fairly
rewarded for the contribution they make.
In April 2021 we awarded options over 300
GBG shares to all team members who
were employed on this date (excluding the
Executive Team and Executive Directors).
These share options will mature on 7 April
2023 provided that the option holder is still
employed by GBG on this date. We have also
continued to conduct market evaluation and
pay benchmarking exercises, to make sure
our pay practices are competitive and fair.

We recognise the challenge that rising prices
are having on our people and their families
and as a result a pay increase equivalent of
5% is to be awarded with effect from 1 April
2022 to all eligible team members. In some
markets we have also added to benefits
such as holiday entitlement, to make sure
we remain competitive and fair to our team.
During the year we also introduced a policy
of ultra flexible working which has been well
received by our team and sets us apart in
a very competitive talent market. We hope
that these measures will be sufficient to
retain current team members and attract
new employees.

We are also proposing to introduce a
Restricted Share Plan (‘RSP’) at the 2022
AGM. The intention is that this plan will
be operated primarily for incentivisation
and retention purposes for selected team
members below Board level.

Both PSP and RSP plans incorporate a 10%
dilution limit, to be measured over a rolling 10-
year period. They also include updated malus
and clawback provisions, as well as general
discretion provisions, in order to ensure the
Committee has the ability to adjust outcomes,
in exceptional circumstances, where it is
appropriate to do so.

We are committed to and
encourage open dialogue
with our shareholders and
are pleased to hear feedback
on this report.

Shareholder engagement
During the 2021/22 financial year, we
consulted with major shareholders in
relation to a number of aspects of executive
remuneration for the year ahead. The
Committee continues to monitor closely the
impact of Covid-19 on the business and wider
economy in light of future developments.

Although the Company has not adopted
the consultation processes outlined in the
Corporate Governance Code, we welcome
dialogue with shareholders and the Directors’
Remuneration Report will be put to an
advisory vote at the forthcoming 2022 AGM.

Committee evaluation
The Committee’s performance was evaluated
during the year with no areas of focus to
report. Further information on this year’s
external evaluation can be found on page 69.

Looking forward to financial year
2022-2023
GBG has always recognised the need to
report in an open and transparent manner
and align with shareholder and stakeholder
expectations. The policy table on pages
82 and 83 sets out how annual bonus and
long-term incentives operate under the
remuneration policy with some information on
the historic parameters.

We hope that you will find this report to be
informative and transparent and we look
forward to receiving your support. We are
committed to and encourage open dialogue
with our shareholders and are pleased
to hear feedback. You can find further
information about how we engage with
stakeholders in our Section 172 Statement
on pages 30 to 35.

Natalie Gammon
Remuneration Committee Chair

22 June 2022

GovernanceGBG Annual Report and Accounts 2022GBG Annual Report and Accounts 2022

Remuneration policy

Executive Director
remuneration policy
Our remuneration policy is formulated to
attract and retain high-calibre executives
and motivate them to develop and
implement our business strategy to optimise
long-term value for our stakeholders. It is
our intention that this policy should conform
to best-practice standards, continuing to
apply these for FY23 and later years. We
will continue to review these on an ongoing
basis. The policy is based on the following
key principles:

• The total reward level is competitive

enough to attract and retain high-calibre
executives

• Executives earn total incentive-based

rewards by meeting demanding
performance standards consistent with
shareholder interests

• The Committee will structure incentive
plans, performance measures and
targets to operate soundly throughout
the business cycle

• The Committee will prudently design
long-term incentives, so these do not
expose shareholders to unreasonable
financial risk

• In considering the market positioning

of reward elements, the Committee will
consider the performance of the Group
and of each Executive Director

• Reward practice will conform to best

practice standards as far as reasonably
practicable

• The importance of aligning the

Company’s strategy with its Corporate
Sustainability Framework

When formulating the scale and structure
of remuneration levels the Remuneration
Committee considers market rates,
drawn from external market data, for the
remuneration level offered to directors of
comparable type and seniority in other
companies whose activities are similar to
GBG. In addition, we also consider the pay
and employment conditions of our team
members when determining Directors’
remuneration. Where appropriate we seek
advice from external consultants and were
advised by h2glenfern and PwC during the
year. No Director was involved in deciding
the level and composition of their own
remuneration.

Each Executive Director’s remuneration
package consists of basic salary, bonus,
share options, health and car benefits,
prolonged disability insurance and
pension contributions. We maintain an
appropriate balance between the fixed
and performance-related remuneration
elements. The details of individual
components of the remuneration packages
and service contracts are outlined in the
table to the right.

Bonus and share option awards to
Executive Directors are subject to
clawback and malus provisions. In addition,
Executive Directors are required within five
years of their appointment to build and
subsequently maintain, a minimum level of
share ownership in GBG shares. Details
of the minimum shareholding policy are
outlined in the table to the right.

This part of the report sets out the
Executive Directors’ remuneration policy.
The table to the right details the policy on
each element of remuneration and how
it operates.

Elements and link to remuneration
policy/strategy
Base salary
To attract and retain high-calibre
executives.

Benefits
To provide an attractive package
alongside basic salary to attract and retain
executives.

Pensions
To provide market competitive
arrangements.

Performance related bonus
To incentivise achievement of Company
profit targets and other near-term
strategic objectives.

Long-term incentives
To align executives to the interests of
shareholders and to incentivise long-term
financial performance.

Shareholding guideline
Incentivises executives to achieve the
Company’s long-term strategy and create
sustainable stakeholder value.

Aligns with shareholder interests.

Read the table right for more information
on these elements.

Key features/operation

Potential value

Performance metrics

Effective 1 April 2021:

CEO salary: £504,300

CFO salary: £375,000*

GMD salary: £294,175

None

The potential value of medical
insurance benefits is limited by the
terms of the policy.

None

CEO: 17.5% on basic salary

None

CFO: 5% on basic salary

GMD: 12.5% on basic salary

Payments capped at 150% of salary
for the CEO and 130% of salary for
the CFO, and GMD

Matching shares awarded are
capped at up to three times the
number of Investment Shares
purchased by the participant.

For the year ended 31 March 2019:
2.0x matching rate was applied.

For the year ended 31 March 2020:
2.0x matching rate was applied.

For year ended 31 March 2021:
2.25x matching rate was applied.

For year ended 31 March 2022:
2.25x matching rate was applied for
the Executive Directors and a 3.0x
matching rate for the CEO.

EPS growth targets and non-financial KPIs aligned to strategic objectives.

These include improving employee engagement, increasing GBG’s Net Promoter Scores and
increasing organic growth.

For the executives the maximum pay-out for the EPS growth target objectives is currently 120%
of base salary for the CEO and 110% of base salary CFO and GMD.

The maximum pay-out for all executives for the individual KPIs is currently 22.5% of base
salary for the CEO and 15% of base salary CFO and GMD.

The maximum pay-out for all executives for maintaining ESG improvements is currently 7.5%
of base salary for the CEO and 5% of base salary CFO and GMD.

The EPS CAGR and Total Shareholder Return (‘TSR’) conditions detailed below are measured over
three consecutive financial years.

For the award made during the year ended 31 March 2019, 25% of the award will vest if 10% EPS
CAGR is achieved with full vesting being applied where a level of 22.5% EPS CAGR is achieved.

For the awards made during the year ended 31 March 2020, 25% of the award will vest if 10% EPS
CAGR is achieved with full vesting being applied where a level of 17.5% EPS CAGR is achieved.

For the awards made during the year ended 31 March 2021, two performance criteria (EPS CAGR and
TSR) have been applied with 75% of the award being subject to the achievement of an EPS CAGR
measure and 25% of the award being subject to the achievement of a TSR measure (against the
FTSE250 as a peer group), as follows:

• where EPS CAGR is a measure, 25% of this part of the award will vest if 8% EPS CAGR is

achieved with full vesting being applied where a level of 15% EPS CAGR is achieved.

• where TSR is a measure, 25% of this part of the award will vest where medium TSR performance

is achieved with full vesting being applied where upper quartile performance is achieved.

For the awards made during the year ended 31 March 2022 an absolute EPS threshold was applied.
50% of the award will vest if the Adjusted EPS target is achieved, with full vesting being applied only
if EPS is a further 10% higher than the target.

n/a

Base salary – Reviewed annually,
changes effective from 1 April. Executive
Director’s experience, responsibilities and
performance taken into consideration.
Performance is assessed both from an
individual and business perspective.

Benefits – Benefits include but are not
limited to private medical insurance and
dental insurance. The Company provides
cash in lieu of any car benefits.

Pensions – The Company contributes
to executives’ existing personal pension
schemes. Cash payments in lieu of
pension is available in the event an
executive has exceeded their personal
pension allowance.

Performance related bonus – Based on
performance against targets related to
financial and individual KPIs agreed at
the start of the year.

No formal deferral requirement.
Executives can re-invest up to 80% of
their bonus in the Share Matching Plan. In
the past, Executives have reinvested large
proportions of their bonus in shares.

Share Matching Plan – Participants
may purchase shares up to a maximum
aggregate value of 80% of the amount
of their bonus and/or 20% of their
annual salary (‘Investment Shares’). All of
these amounts are net of the employee’s
national insurance and income tax paid.

In consideration, the Company grants
an option to allot a number of matching
shares in proportion to the Investment
Shares acquired on a grossed up for
income tax basis.

Shareholding guideline – Target value to
be achieved over five years:

CEO – 200% of salary

CFO – 200% of salary

GMD – 200% of salary

Until the shareholding guideline has been
achieved, executives must retain at least
half of vested LTIP awards beyond those
needing to be sold to cover tax liabilities
and exercise costs.

* On CFO joining the Company on 17 May 2021

GovernanceGBG Annual Report and Accounts 2022GBG Annual Report and Accounts 2022Remuneration policy
continued

Annual Report
on remuneration

Performance share plan (‘PSP’):
We operate a PSP for all team members
which we use for senior managers and
key talent. When adopted, the Company
stated that the awards were intended for
team members below the level of Executive
Director. No awards to Executive Directors
have been made to date. Awards are subject
to a three-year EPS performance condition
and a TSR performance measure. Team
members can be granted awards of nil cost
options with an aggregate value on date
of grant of up to 100% of base salary. The
awards are subject to malus and clawback.
As outlined on page 79 going forward the
Company intends to amend the PSP to allow
Executive Directors to participate.

Consideration of employment
conditions elsewhere in the Group
The Committee considers pay and
employment conditions of team
members throughout the Group when
determining Executive remuneration. The
Committee considers the relationship
between Executive Director rewards and
broader changes to UK team members’
remuneration. While the Company does not
formally consult with team members 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.

Shareholder consultation
We welcome dialogue with our shareholders
over matters of remuneration. We also seek
the views of our significant shareholders
if and when it plans any major policy
changes and decisions. The Chair of the
Remuneration Committee is available
for contact with institutional investors
concerning the Company’s approach
to remuneration. The Annual Report on
Remuneration will be put to an advisory
vote at the coming AGM.

There are no special provisions for
compensation in the event of loss of
office. The Remuneration Committee
considers the circumstances of individual
cases of early termination and determines
compensation payments accordingly.

Service contracts
The service contracts and letters of appointment of the Directors include the following

terms:

Introduction
This Annual Report on Remuneration sets out information about the remuneration of the Directors of the Company, for the period ended
31 March 2022.

Date of contract

Unexpired term

(months)* or Notice period
(months)

rolling contract

Information subject to audit

Directors’ Remuneration

Executive Directors
Chris Clark
David Ward
Nick Brown
Non-Executive Directors
David Rasche
Liz Catchpole
Natalie Gammon
Bhav Singh

* As at 31 March 2022

Non-Executive fees

Position

Non-Executive Chair
Non-Executive Director
Committee Chair
Senior Independent Director

The Company welcomes
dialogue with its shareholders
over matters of remuneration
and will seek the views of its
significant shareholders if and
when it plans any major policy
changes and decisions.

1 April 2017
27 January 2021
3 April 2017

Rolling contract
Rolling contract
Rolling contract

1 September 2021
1 September 2020
19 November 2021
1 November 2021

5
17
8
8

6
6
6

1
1
1
1

2021-22 Fee 2022-23 Fee

£149,000
£56,500
£10,000
£10,000

£156,450
£59,325
£10,000
£10,000

Non-Executive Directors
The Chair and the other Non-Executive
Directors’ remuneration comprise only
of fees. The Board approves the Chair’s
fee on the recommendation of the
Remuneration Committee. The Board
approved the other Non-Executives’ fees
on the recommendation of the Chair and
CEO. The Non-Executive Directors are not
involved in any decisions about their own
remuneration. Non-Executive Directors
receive a base fee and can earn extra fees
for holding the position of Committee Chair
or Senior Independent Director.

In the financial year the Committee
approved the Non-Executive base fee
increase with the standard percentage
applied to our UK-based team members.
The table above outlines the Non-
Executive Directors’ fees.

2022

Executives
Chris Clark
Dave Wilson*
David Ward**
Nick Brown
Non-Executives
David Rasche
Liz Catchpole
Natalie Gammon
Bhav Singh***

Salaries/
fees
£’000

Cash in lieu
of benefits
in kind
£’000

Benefits
in kind
£’000

Bonuses
£’000

Pension
£’000

2022 Total
£’000

504
256
328
294

149
77
67
24

100
38
27
49

–
–
–
–

2
2
1
2

–
–
–
–

706
–
404
363

–
–
–
–

1,312
296
760
708

149
77
67
24

* Dave Wilson stepped down from the Board on 30 June 2021. He continued to receive salary and benefits up to 31 December 2021; for reporting purposes these are included in the

figures above.

** David Ward joined GBG on 17 May 2021.

*** Bhav Singh joined the Board on 1 November 2021.

Directors’ Remuneration

2021

Executives
Chris Clark
Dave Wilson
Nick Brown
Non-Executives
David Rasche
Liz Catchpole
Charmaine Carmichael*
Natalie Gammon

Salaries/
fees
£’000

Cash in lieu
of benefits
in kind
£’000

Benefits
in kind
£’000

Bonuses
£’000

Pension
£’000

2021 Total
£’000

504
294
294

145
70
26
60

100
14
12

–
–
–
–

2
2
2

–
–
–
–

723
363
363

–
–
–
–

–
37
37

–
–
–
–

1,329
710
708

145
70
26
60

* Charmaine Carmichael left the Company on 30 August 2020.

Details of cash in lieu of benefits in kind and benefits in kind are disclosed above.

Note: All the Executive Directors have reached their maximum level permitted for a personal pension, and have received a direct payment in
lieu of their pension entitlement. Chris Clark was £88,823 (2021: £88,253), Dave Wilson was £27,579 (2021: Nil), David Ward was £16,418
(2021: Nil) and Nick Brown was £36,772 (2021: Nil). These figure are included in the column entitled ‘Cash in lieu of benefits in kind’ in the
Director’s Remuneration table above.

GovernanceGBG Annual Report and Accounts 2022GBG Annual Report and Accounts 2022

The maximum bonus that the Executive Directors could earn for achieving these targets was capped at 30% of base salary.

ESP Growth

Bonus awarded

Chris Clark

Annual Report
on remuneration continued

Information not subject to audit
Annual bonuses
As detailed earlier in this report, the Executive Directors have earned this bonus based on the Company’s performance in the year ended
31 March 2022.

The details of the Executive Bonus Scheme 2021-22 are set out below and includes details of the annual bonus targets, threshold and
maximum levels and the bonuses paid to each Executive Director. Bonuses were earned based on the achievement of a range of financial
and non-financial targets as follows:

• EPS growth targets where the maximum pay-out for the achieving the target was capped at 120% of base salary for the CEO and

110% of base salary for the CFO and Group MD

• Achieving non-financial key performance indicators (‘KPIs’), aligned to our strategic objectives and covering:

– Improvements in employee engagement

– Increasing GBG’s Net Promoter Scores (‘NPS’)

– Increasing level of organic growth

• Maintaining focus on ESG improvements and communication

Budget
24.08
per share

Max
26.30
per share

Achievement
of KPIs
%

Achievement
of ESG
%

Total max
bonus
%

EPS target
achieved
%

KPI target
achieved
%

ESG target
achieved
%

% of salary £’000

Chris Clark

40% 120%

22.5%

7.5%

David Ward

40% 110%

Nick Brown

40% 110%

15%

150%

130%

120%

110%

15%

10%

140% 706

3.33% 123.33% 404

3.33% 123.33% 363

* David Ward joined GBG on 17 May 2021, his bonus has been pro-rated accordingly

Long-term incentive awards – grants
Following the Executive Directors’ investment in acquiring shares in the Group in 2021-22, Chris Clark, David Ward and Nick Brown
received share matching awards of 222,662, 18,442 and 85,840 shares respectively on 6 July 2021. The amount of their investment was
grossed up for income taxes and the match rate of 2.25x deemed investment applied. 75% of the share matching awards are subject to
a three-year adjusted EPS compound annual growth performance condition and 25% to the TSR vesting requirements. The EPS element
will vest on a sliding scale from 25% if 8% EPS CAGR is achieved over three consecutive financial years with full vesting being applied
where a level of 15% EPS CAGR is achieved. In terms of the portion of the award subject to the TSR measure, 25% of the award vests
at median performance against the peer group (FTSE250) and 100% of award vests at upper quartile, i.e. the 75th percentile.

Long-term incentive awards – vesting and exercises
As part of his recruitment package, Chris Clark, was awarded an option over 1,000,000 shares (‘Incentive Option’) on joining GBG on
1 April 2017. The exercise price of 293p was set as the closing share price on the day before his appointment. The award vests in three
equal tranches three, four and five years from grant subject to an adjusted EPS compound annual growth rate with vesting commencing
from zero at 16.25% and increasing on a straight-line basis to full vesting at 26.25%. We previously reported that based on GBG’s
EPS performance, 72.3% of this first tranche of Chris Clark’s incentive option vested and was exercised on 8 July 2020. 71.01% of the
second tranche has also vested and was exercised on 29 July 2021. At the time of this report and based on GBG’s EPS performance,
30% of the third tranche of Chris Clark’s incentive option has vested.

As part of David Ward’s remuneration, he received an option over 150,000 ordinary shares in the capital of the Company as compensation
to match the earnings and incentives forfeited on leaving his previous employer (the ‘Compensatory Options’). The Compensatory Options
were issued at an exercise price of 2.5 pence per ordinary share and will vest in equal tranches on the first, second and third anniversary
from the Date of Grant provided he still holds the position of CFO of GBG on the respective dates. In addition, vesting of the second and
third tranches will also be subject to achievement of EPS and TSR performance targets in line with the Group’s objectives and beyond.
The Compensatory Options are valid for a period of 12 months from the vesting date. In year one, these were not subject to performance
conditions other than continued employment and vest on the anniversary of David joining GBG (17 May). 100% of the first tranche of
David Ward’s Compensatory Options has vested.

Chris Clark and Nick Brown received share matching awards of 128,853 and 125,376 shares respectively on 27 February 2019 following
their investment in acquiring shares in the Group. The amount of their investment was grossed up for income taxes and the match rate
of 1.75x deemed investment applied. The share matching awards were subject to a three-year adjusted EPS compound annual growth
performance condition with vesting commencing from zero at 10% and increasing on a straight-line basis to full vesting at 22.5%. We
previously reported that based on GBG’s EPS performance, 73.72% of each award vested. We can confirm that Chris Clark and Nick
Brown exercised these options on 29 July 2021.

Chris Clark and Nick Brown received share matching awards of 206,136 and 122,721 shares respectively on 27 September 2019 following
their investment in acquiring shares in the Group. The amount of their investment was grossed up for income taxes and the match rate
of 2.0x deemed investment applied. The share matching awards were subject to a three-year adjusted EPS compound annual growth
performance condition with vesting commencing from zero at 10% and increasing on a straight-line basis to full vesting at 17.5%.
At the time of this report, based on GBG’s EPS performance, 41% of each award has vested.

Information subject to audit
Directors’ interests in the Group’s share option schemes

Share
Option
Scheme

At
31 March
2021

Granted
during
financial year

Exercised
during
financial year

Lapsed
during
financial year

At
31 March
2022

Option
exercise price
(p)

Date
exercisable

333,335

293.00

2020-27

David Ward

Nick Brown

SOS

SMP

LTIP

SMP

666,667

128,853

206,136

173,267

–

222,662

236,066

94,746

97,266

34,107

–

206,136

173,267

222,662

1,174,923

222,662

330,812

131,373

935,400

–

125,376

122,721

89,864

–

337,961

50,000

18,442

168,442

–

85,840

–

92,189

33,187

–

50,000

18,442

168,442

–

122,721

89,864

85,840

92,189

33,187

298,425

2.50

2021-22

2022-23

2023-24

2024-25

2022-23

2023-24

2024-25

2021–22

2022–23

2023–24

2024–25

Key:
SOS: Share option plans adopted in or prior to 2010
SMP: Share Matching Plan

Notes:
Share option scheme details are provided in relation to the Directors’ interests in each share option scheme offered.

You can find further information about the general terms of the share option schemes we offer on pages 159 and 160 of this Annual
Report and Accounts.

The aggregate gains made on the exercise of options during the year was £3,166,685 (2021: £2,611,658).

GovernanceGBG Annual Report and Accounts 2022GBG Annual Report and Accounts 2022Annual Report
on remuneration continued

Information not subject to audit
At 31 March 2022, GBG’s quoted share price on the London Stock Exchange was 552.0p and the lowest and highest prices during the
year ended 31 March 2022 were 507.5p and 952.5p on 8 March 2022 and 10 September 2021, respectively.

Directors’ interests
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

David Rasche
Chris Clark
David Ward
Dave Wilson
Nick Brown
Liz Catchpole
Natalie Gammon
Bhav Singh

31 March
2022

731,536
312,423
24,000
142,009
649,095
20,665
5,872
–

1 April
2021

699,333
278,601
–
142,009
575,085
12,195
5,872
–

There have been no other changes to Directors’ interests in the Group’s shares from the end of the year to 14 June 2022. 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 15 June 2022 of 4.89p,
the value of Chris Clark, Nick Brown and David Ward’s shareholding represented 303%, 1,079% and 31% of their salaries. The CEO
and GMD have exceeded the shareholding requirements applicable in 2021/22 of 200% of salary. As mentioned previously Executive
Directors are expected to meet our shareholding guidelines within five years of appointment, David Ward has one year of service.

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

250

200

150

100

-50

2017

2018

2019

2020

2021

2022

GBG

FTSE 250

Remuneration in 2022-23

Salary

Executive salaries in the year commencing 1 April 2022 will increase by 5% in line with the standard increase applied
to the majority of team members, which are as follows:

CEO: £529,515
CFO: £393,750
Group Managing Director: £308,884

The Remuneration Committee will continue to monitor the remuneration of Executive Directors of other companies in
the IT 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 2022.

Annual bonus We will operate the annual bonus for the year commencing 1 April 2022 within 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 2023 will be
similar to those applied during the year ended 31 March 2022. We will not disclose the targets for the annual bonus for
2022-23 in this report as that information is deemed commercially sensitive and may be interpreted as forecast. That
information will be disclosed retrospectively in the 2023 Annual Report.

Performance
share plan
(‘PSP’)

The Committee agreed to amend the PSP to allow Executive Directors to participate and to increase the aggregate value
on date of grant up to 225% of salary (or 400% in exceptional circumstances).

The Committee has recently completed a comprehensive review of the Company’s incentive arrangements for senior
management. Following this review, the Committee has concluded that the current structure of the long-term incentive
arrangements for Executive Directors should be revised to align performance and reward more effectively with the
Company’s strategy and market practice.

Therefore, it is proposed that the Company’s Share Matching Plan will no longer be used. Instead, Executive Directors
will be eligible to participate in the new GB Group Plc Performance Share Plan (the ‘PSP’). This PSP removes the link to
bonus and it is intended that annual awards will be granted with three-year rolling performance periods.

It is intended that PSP Awards will take the form of nil 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. Where
a PSP Award has vested (or an option has been exercised), the Committee may apply clawback to all or a proportion
of shares.

Restricted
Share Plan
(the ‘RSP’)

In addition, the Company intends to implement the GB Group Restricted Share Plan (the ‘RSP’). The RSP’s primary
purpose is to incentivise and retain selected participants below Board level.

In practice, it is intended that RSP Awards will take the form of conditional share awards, which will normally vest three
years after the applicable grant date, subject to malice and the participant’s continued employment with the Group.

We will seek shareholder approval for the PSP and RSP under an ordinary resolution at the AGM.

Non-Executive
Director
Remuneration

NED fees were reviewed by the Board (excluding the Non-Executive Directors) during the year. Taking taken into account
the substantial demands on NED time with significant acquisition discussions and reviews, as well as the additional
governance required on all Committees and overall Board work, the base fees for GBG’s three NEDs will be increased
by the standard company rate of 5% to £59,325. The additional fees for the Committee Chairs and Senior Independent
Director of £10,000 will remain the same.

The Chair fee was also reviewed by the Remuneration Committee and it was determined that the outgoing Chair fee should
be increased by the same rate, 5% to £156,450 per annum to the remainder of his tenure. As announced on 16 June
2022 we are appointing a new Chair to the Board 1 September 2022. The current Chair fee is towards the lower end of
market practice for a company of our size and complexity reflecting our growth and development in recent years. To ensure
that our Chair fee is fair, and enables us to attract an individual of the right calibre to Chair the Board through the next
phase of our strategic evolution, the Committee determined that it was appropriate to set the fee for the incoming Chair
at £200,000. This fee is more aligned with typical market practice for a company of our size and complexity.

GovernanceGBG Annual Report and Accounts 2022GBG Annual Report and Accounts 2022

Nomination
Committee report

Appointments to the Board
After writing to you last year about our
new search for another Non-Executive
Director, I am happy to say that we
welcomed Bhavneet (Bhav) Singh to
the Board in November 2021 as an
Independent Non-Executive Director. Bhav
brings over 25 years’ experience leading
significant growth and change within
digital businesses, notably founding and
being the CEO of Sandbox. He also has
previous executive experience at Viacom
and Pearson English. Bhav’s knowledge
and experience of international expansion
and scaling businesses will make him a vital
addition, not only to the Board, but to the
Nomination, Audit & Risk, Remuneration
and ESG Committees as well.

Bhav’s appointment ensures we continue
to make progress in becoming a more
inclusive and diverse business – benefiting
our people, our customers and our
products. We know that a more diverse
business makes us more innovative, more
competitive and help us to perform better
financially. A diverse leadership team is
crucial to driving this forward.

As always, the Committee continues to
monitor the balance of skills and experience
on the Board as well as its independence,
diversity and knowledge. We consider the
Board to have good diversity of thought
and an open culture which allows all Board
members to express their opinions and
challenge the executives constructively.
We hope to continue this open culture.

Appointments to the
Executive Team
Following the acquisition of Acuant, we
welcomed Acuant’s former President and
Chief Executive Officer, Yossi Zekri, to the
Executive Team. Recognising Yossi’s skills
and experience in successfully leading
Acuant’s product development, with effect
from 1 April 2022, Yossi was appointed to
lead GBG’s Global Products Group. We
look forward to the contributions Yossi and
Acuant will make to the Group’s overall
success.

Dear Shareholder
On behalf of your Board, I am pleased to
present the Nomination Committee Report
for the year ended 31 March 2022.

Key responsibilities
The Committee’s primary role and
responsibilities are to:

• make sure that appropriate procedures
are in place to nominate and select
candidates for appointment to the Board,
particularly in terms of the balance of the
Board’s skills, experience, independence,
knowledge and diversity

• make recommendations to the Board
about new appointments, re-electing
Directors, succession planning and Board
composition, particularly the benefits of
diversity on the Board, including gender

• The Nomination Committee’s Terms of
Reference, including its role and the
authority the Board delegates to it, are
on the Group’s website: www.gbgplc.
com/en/investors

Succession
An integral part of the work of the
Nomination Committee is to establish and
maintain a stable leadership framework, to
proactively manage changes and ensure
there is clear alignment with the future
leadership needs of the Company, both
in terms of Executive and Non-Executive
leadership. Ensuring the correct leaders are
in place to enable the Company to continue
to grow and meet its various obligations to
its stakeholders is of paramount importance
to the Nomination Committee.

Having served as Chairman for over
11 years, I have been considering the
point at which I would step down from
the Board, always on the basis that a
suitable replacement could be found.
Acknowledging that I could not be involved
in selecting my own successor, the Board
requested that a Special Nomination
Committee (‘SNC’) be set up, led by Liz
Catchpole as Senior Independent Director.
The Board felt it was important that the
SNC identify a successor who could lead
the Board in the coming years and that this
person would require some experience of
the Company’s sector along with extensive
global operational experience. Further
detail of the process followed by the SNC
can be found on the following page.

Quick facts

Member

David Rasche

Chris Clark

Liz Catchpole

Natalie Gammon

Bhav Singh*

Attendance

4/4

2/2

* Bhav joined the Company on 1 November 2021. His
attendance is based on the number of meetings he
was able to attend since joining the Committee.

The table above shows everyone who served on the
Committee during this financial year. Bhav, having
joined the Committee on 1 November 2021, has an
attendance that reflects the number of meetings that
he was able to attend since his appointment.

A number of meetings related to the succession
plans for the Chair. In line with best practice, David
Rasche did not chair the meeting when discussing the
recruitment search for his successor.

• As Chair of the Board, David Rasche
has chaired the Committee since
September 2010

• A majority of the members of the
Committee are Independent Non-
Executive Directors

• The Company Secretary attends

all meetings of the Committee. The
Chief People Officer also regularly
attends meetings and is responsible
for engaging with executive search
recruitment advisors

• Neither the Chairman nor the CEO

would participate in the recruitment
of their own successor

Chair succession process

Special Nomination Committee
(‘SNC’) members:
Liz Catchpole (Chair),
Chris Clark (CEO),
James Miller (Chief People
Officer)

The SNC agreed a scope
and candidate profile and
invited tenders from top-
tier independent, external
specialist executive recruitment
consultants for this work.
Following a thorough tender
process GBG engaged Heidrick
& Struggles to conduct the
external search for a new
Chair. Heidrick & Struggles is
a global leader in assessment,
recruitment and succession
planning for boards of directors
and had no connection with the
Company other than providing
this type of service. A detailed
role and person specification
was developed with input from
all members of the Board,
excluding David Rasche.

The SNC requested that a
diverse longlist of candidates,
in respect of gender, ethnicity
and background, be produced.
Following the longlist process
an equally diverse shortlist
was agreed. All of the shortlist
candidates satisfied the
requirements of the role
specification including Board,
sector and international
experience.

A series of interviews were
conducted by the SNC with the
shortlisted candidates. A second
refined shortlist was produced
and the two final candidates met
other Board members, including
David Rasche, before a final
decision was taken.

The SNC recommended to
the Board that Richard
Longdon be considered as
Chair, to which the Board
unanimously agreed. Richard
will take up his appointment on
1 September 2022 and in line
with governance best practice
this will be put to shareholder
vote at the 2022 AGM.

Further details on his
background, qualifications
and the experience he brings
to the Board can be found in
the Notice of AGM.

Board independence & balance
The Nomination Committee takes the
independence of its Directors seriously
and reviews such independence regularly.
The Non-Executive Directors are measured
against the standards set out in the QCA
Code on Director independence. Despite
having served for over nine years the
Board does not consider this to impact my
independence and they remain confident
that I am independent in character and
judgement. From a good governance
perspective I have been reappointed
annually since my tenure reached nine
years, with the Directors confirming that they
do not have any independence concerns.

We also believe that a balance of skills
on the Board is vital in order to make sure
that the Board performs to the highest
standard. This can be seen in our recent
appointment of Bhav Singh who brings a
wealth of growth technology experience
to the Board.

Diversity & inclusion
Diversity is important to us when we
consider appointing someone new to the
Board, or anywhere across the Group. We
have reviewed our recruitment processes
and implemented new strategies, to be
inclusive of all existing team members and
applicants. The Group’s team members
have a broad range of skills, backgrounds
and experience, which reflects the diversity
of talent available within our industry,
the locations we operate in and the
communities we serve.

We are committed to equal opportunities
in every part of our business. We recruit,
train and retain skilled and motivated
people from a wide range of backgrounds
and we provide equal opportunities for
development and promotion to all team
members based on merit. In line with this,
we also promote a culture of openness,
tolerance and respect in our business.

Looking to the future, we aim to continue
increasing the number of women across
all levels of our organisation. As a global
business we always consider our success
against our overall people diversity. As at 31
March 2022 women comprise 37% of our
total workforce (2021: 37%), 20% of the
Executive Leadership Team (2021: 20%)
and 29% of our Board of Directors (2021:
33%) following the departure of Charmaine
Carmichael in August 2020. It is important
that we continue to push to achieve
gender balance and we have set the target
of achieving 40% female senior team
members by 2025. For further information
please see our ESG Statement on page 26.

We also saw the ethnic diversity of the
Board increase, with 14% of Board
Directors being from an ethnic minority.
This demonstrates a positive step forward
in our commitment to increase diversity
at all levels of the business.

This year, we also saw the continued
success of the ‘be/yourself’ programme
centred on raising awareness and
developing strategies to increase
diversity across ethnicity, gender, age,
neurodiversity, accessibility and sexual
identities (LGBTQ+). The Champions of this
campaign, our team member advocates,
consistently produce excellent content to
support each area and further educate
other team members across GBG.

This supports our intentions of continuing
to develop our inclusive culture, so we
become known as an employer of choice
for all talented individuals. To find out more
information on this, please see our ESG
Statement on pages 20 to 29.

Board & Committee evaluation
This year we conducted an external Board
evaluation. Discussion of this can be found
in the Corporate Governance Report on
page 69.

ESG Committee
This year, we have also introduced
our ESG Committee. The Nomination
Committee recommended and approved
the membership of the ESG Committee.
Further information can be found in our
ESG Committee Report on pages 92 to 93.

Talent development
GBG understands the value of developing
our people into future leaders or experts,
so talent management is a key part of the
Committee’s work. This ensures that we
retain a diverse talent base that helps build
our people’s future capabilities so they can
step into future leadership roles.

A key example of this commitment
is our global mentoring scheme which
allows our people to create new
relationships, develop their skills/
confidence and expand their networks
across GBG. Senior team members use
their knowledge and experience to coach
the more junior members of GBG. The
mentoring scheme has proved vital in
developing talent in the business.

David Rasche
Nomination Committee Chair

22 June 2022

GovernanceGBG Annual Report and Accounts 2022GBG Annual Report and Accounts 2022

ESG Committee
report

Dear Shareholder
I was delighted to be asked to Chair our
Board Sub-Committee on Environmental,
Social and Governance (‘ESG’) matters.
Our purpose is to build trust in a digital
world between us, our customers and
their consumers. It’s important to us that
the solutions we offer safeguard our
customers and their consumers from
negative environmental and social impacts.
Recognising the significance of ESG within
our business, we formalised our ESG
Committee in July 2021 and I am pleased to
introduce our first ESG Committee Report
for the year ended 31 March 2022.

The Committee reviews its Terms of
Reference annually and you can find them
on the Group’s website, www.gbgplc.com/
en/investors.

The role of the Committee is to:
• review and monitor progress against

our ESG targets

• oversee the development of and make

recommendations to the Board about the
Group’s ESG strategy

• oversee the establishment of policies and
codes of practice and make sure they’re
implemented effectively and to monitor
and review them to make sure they stay
relevant and effective, as needed

• identify the relevant ESG matters that do,
or are likely to, affect the operation of the
Group and/or its strategy

• make sure that the Group:

– monitors and reviews current and

emerging ESG trends and relevant
international standards and legislative
requirements

– identifies how these trends, standards
and requirements are likely to impact
on the strategy, operations and
reputation of the Group

– determines whether and how these are
incorporated into or reflected in the
Group’s ESG policies and objectives

– set appropriate strategic goals, as

well as shorter-term key performance
indicators (‘KPIs’) and associated
targets related to ESG matters and
oversee the ongoing measurement and
reporting of performance against those
KPIs and targets

• work in conjunction with the Audit & Risk
Committee to oversee the way ESG risks
are identified and mitigated and how
opportunities related to ESG matters are
identified

• make recommendations to the Board in
relation to the resourcing and funding
needed for ESG-related activities and
on behalf of the Board oversee the
deployment and control of any resources
and funds

• oversee the Group’s engagement with its

broader stakeholder community

• ensure that the Group provides
appropriate information and is
transparent regarding its ESG-related
policies with the investment community,
particularly ethical/socially conscious
investment funds, in whatever way is
most effective

• report to the Board on how the
Committee has discharged its
responsibilities throughout the year

Details of our ESG-related strategy,
policies, activities and performance are
presented on pages 20 to 29 of the
Strategic Report.

Committee membership
and attendance
The Committee’s membership is made up of
the Board and our Chief People Officer. We
plan to meet three times a year. Other team
members, such as our ESG Strategist &
Programme Manager attend the Committee
by invitation. Informal discussions with
business leaders are also held throughout
the year. We were pleased to welcome our
new Non-Executive Director Bhav Singh
to the Committee in November 2021. The
Committee Chair shall report formally to
the Board on its proceedings after each
meeting.

The ESG Committee was formed during the
year and held its first meeting in July 2021.
Since its formation, the ESG Committee
had held three meetings. Please see the
attendance table for further information.

Quick facts

Member

Attendance

Natalie Gammon

David Rasche

Liz Catchpole

Bhav Singh*

Chris Clark

David Ward

Nick Brown

James Miller
(Chief People Officer)

1/1

3/3

* Bhav joined the Company on 1 November 2021.

His attendance is based on the number of meetings
he was able to attend since joining the Board.

• Natalie Gammon has chaired the

Committee since it was established
in July 2021. As Chair of the
Remuneration Committee, it was felt
that it was more efficient for there to be
a clear link between the Remuneration
and ESG Committees.

• Membership of the Committee is made
up of the Board and the Chief People
Officer.

• Other regular attendees at meetings
are at the invitation of the Committee
and include the ESG Strategist and
Programme Manager, the Company
Secretary and members of the
Diversity and Inclusion Team. None of
these attendees are members of the
Committee.

Recognising the significance
of ESG within our business, we
formalised our ESG Committee
in July 2021 and I am pleased
to introduce our first ESG
Committee Report.

By invitation, this year’s ESG Committee
meetings were attended by the Company
Secretary, ESG Strategist & Programme
Manager and members of the Employee
Experience Team.

Key activities considered during
the year
• Reviewing the Group’s diversity and

inclusion and climate targets

• Reviewing progress against our

contribution to the United Nations
Sustainable Development Goals

• Increasing communication and

awareness of our ESG commitments
between team members

• Reviewing the Group’s be/yourself

initiative to champion the Company’s
diversity ambitions

• Overseeing the production of the ESG
strategy, policies and practices for
inclusion

Further information on the Company’s
diversity initiatives can be found on pages
26 and 27 of the Environmental, Social and
Governance Statement.

Looking ahead
In FY23 our priority will be making progress
against our ESG roadmap. This will include:

• engaging with our stakeholders to
understand their expectations

• monitoring our progress against our
diversity and inclusion and climate
targets

• agreeing on additional metrics, where

needed

• managing our approach to the

recommendations of the Task Force on
Climate-related Financial Disclosures

Natalie Gammon
Chair of the ESG Committee

22 June 2022

GovernanceGBG Annual Report and Accounts 2022GBG Annual Report and Accounts 2022

Directors’ report

The Directors present their report, together with the audited accounts in relation to the Group activities for the year ended 31 March 2022.

In accordance with s414c of the Companies Act 2006, certain matters that would otherwise be required in the Directors’ Report are
included elsewhere in this document including, the Strategic Report (from pages 02 to 59), the Corporate Governance Statement (from
pages 64 to 71) or as indicated in the table below. All of this information is incorporated into this report by reference.

Statutory information

Section

Directors’ interests
Directors’ responsibility
Employment policies and employee engagement
Energy and carbon emissions
Environmental reporting
Employees with disabilities
Risk management
Risk appetite and principal risks
Viability statement
Going concern statement
Significant related party agreements
Financial risk management

Remuneration Report
Statement of Responsibilities
ESG Statement
ESG Statement
ESG Statement
ESG Statement
Audit & Risk Committee Report
Principal Risks & Uncertainties
Viability statement
Going concern statement
Note 31 to the Accounts
Note 27 to the Accounts

Page

87
97
26 to 28
29
29
27
77
52
59
59
162
154

Financial results and dividends
The Group’s financial results, risk management objectives and policies are discussed in the Financial Review on pages 42 to 47 and
within note 27. The Directors have recommended a final ordinary dividend of 3.81 pence per share (2021: 3.40 pence per share)
amounting to £9.6 million million (2021: £6.7 million). If approved by shareholders at the Annual General Meeting (‘AGM’), the final
dividend will be paid on 3 August 2022 to ordinary shareholders whose names were on the Register of Members on 24 June 2022.
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 188.

Substantial shareholders
In accordance with the Financial Conduct Authority’s Disclosure Guidance and Transparency Rules, we have been notified of the following
interests in the ordinary share capital, representing 3% or more of our issued share capital. Details of substantial shareholders is regularly
published and updated on our website.

The position as at 31 March 2022 is detailed in the substantial shareholder table.

Since 31 March 2022 to the date of release of this Annual Report and Accounts, we have not received any notifications from our
shareholders in accordance with the Disclosure and Transparency Rules.

Substantial shareholder

Aegon Asset Management UK
Octopus Investments
Liontrust Sustainable Investments
Ninety One
AG Acuant Holdings LP
BlackRock
AXA Framlington Investment Managers
abrdn
Swedbank Robur

No. of shares
owned at
31 March 2022

Percentage of
shares owned
at 31 March 2022

13,946,120
13,517,968
11,959,873
10,875,769
9,623,234
8,597,390
8,260,940
8,071,281
7,770,398

5.54%
5.37%
4.75%
4.32%
3.82%
3.41%
3.28%
3.20%
3.08%

Share capital
Details of the authorised and issued share
capital of the Company and options over
shares of the Company are set out in notes
22 and 29 to the financial statements.

Restrictions on 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
On a show of hands at a General Meeting
of the Company, every holder of ordinary
shares present in person and entitled to
vote shall have one vote on each resolution
and on a poll, 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 numbers for, against or
withheld in relation to each resolution is
announced at the AGM and the results
are released as an announcement after
the meeting.

Articles of Association
The Company’s Articles of Association
may only be amended in accordance with
the provisions of the Companies Act 2006
by a special resolution at a General Meeting
of the shareholders. This year we are not
recommending any changes.

Directors and their interests
Dave Wilson stepped down from the Board
on 30 June 2021. David Ward joined the
Board on 1 July 2021. Bhav Singh also
joined the Board on 1 November 2021 as
an Independent Non-Executive Director.
Further information on his appointment
can be found in the Nomination Committee
Report. The Directors who have served
during the year ended 31 March 2022 and
details of their interests in the share capital

and share options are set out in the Report
on Directors’ Remuneration on pages 85
to 89.

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.

Directors and their powers
Full biographies of each Director as at the
date of this report are set out on pages 62
to 63.

Directors are reappointed by ordinary
resolution at a General Meeting of the
shareholders. Once appointed by the
Board, a Director must be reappointed by
an ordinary resolution at the next General
Meeting. In accordance with the Articles
of Association, Bhav Singh, who was
appointed to the Board on 1 November
2021, will, being eligible, stand for
reappointment at the next AGM.

Directors who have held office for
more than three years since their last
appointment are eligible for re-election by
rotation at the next AGM. In accordance
with the Articles of Association, Nick Brown
will be retiring by rotation and seeking
reappointment by the Group’s shareholders.

Any Non-Executive Director considered
by the Board to be independent who has
served on the Board for at least nine
years or more will be subject to annual
re-election. In 2022 this applies to David
Rasche and he will be seeking re-election
at this year’s AGM.

The Directors confirm that, having
conducted the Board performance
evaluation process, Nick Brown and David
Rasche continue to contribute effectively
and demonstrate commitment to their roles.
In addition, the Board has considered David
Rasche’s length of service and has always
been satisfied that he remains independent
in both character and judgement. Details of
each Directors’ notice periods and service
agreements are detailed in the Report on
Directors’ Remuneration on pages 84.

As we announced on 16 June 2022, David
will step down from the Board on 30
September 2022. This follows a rigorous
process to find a suitable successor using an
independent external search firm. Details of
the process can be found in the Nomination
Committee Report on pages 90 to 91.

Directors’ indemnities
During the year and up to the date
of approval of this Annual Report,
the Company maintained third-party
indemnification provisions for its Directors
subject to the conditions set out in the
Companies Act 2006. 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.
Information is provided to team members
through virtual briefing sessions, website and
intranet ‘be/connected,’ which is continually
updated. 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 pages 34 and 35.

We are committed to the investment in our
team at all levels to ensure a culture of
continuous improvement. In order to attract
and retain a high calibre of team members,
we provide various benefit packages
including share options schemes in order
to align team members’ interests with the
long-term strategic objectives of the Group.
We are committed to our equality and
diversity polices and seek regular feedback
and engagement from our workforce.
Engaging with our workforce in this way
allows GBG to retain its competitive
advantage as ensuring our team members
are composed of the most talented in their
respective fields and allows us to maintain
our impressive growth and results. This
year, in direct response to team member
feedback on increased flexibility we
introduced our “Work When and Where You
Want.”, further details can be found in the
ESG Statement on page 28.

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.

GovernanceGBG Annual Report and Accounts 2022GBG Annual Report and Accounts 2022

Directors’ report
continued

Directors’ responsibility
statement

Further information regarding our workforce
policies and employee engagement can
be found on pages 26 and 27 of the ESG
Statement. Information regarding GBG’s
activities to promote diversity is contained
within the Nomination Committee Report
on page 91.

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, 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.

Proposed resolutions for the
Annual General Meeting
Details of business to be conducted at
this year’s AGM to be held on 28 July
2022 contained in the Notice of the
Annual General Meeting which will be
communicated to shareholders separately.
It is the opinion of the Directors that the
passing of these resolutions are in the best
interest of the shareholders.

Financial
The Group’s financial risk management
objectives and policies are discussed in the
Financial Review on pages 42 to 47 and
within note 27.

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 2022, 34.6% (2021: 33.6%) of our
team members were employed in research
and development activities.

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.

Auditor
A resolution proposing the appointment of
Ernst & Young LLP as auditor to the Group
will be put to the shareholders at the AGM.
During the financial year we conducted
a competitive tender process to appoint
a new external auditor for the financial
year beginning 1 April 2023. For further
information please see pages 74 and 75
of the Audit & Risk Committee Report.

Directors’ statement as to
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 62
to 63. 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 s418 of the Companies
Act 2006.

Energy and carbon emissions
reporting
In accordance with Streamlined Energy
& Carbon Reporting guidelines we are
required to disclose the annual quantity
of emissions, in tonnes of carbon dioxide
equivalent. This year the data disclosed
covers our Scope 1 and 2 global energy
usage and reimbursed mileage in Scope 3.
We set out details of our emissions on page
29 of the Strategic Report and include
them as part of the Directors’ Report
disclosures.

Political donations
No political donations were made in the
year (2021: £nil).

Health and safety
GBG has a formal Health and Safety Policy.
It is the policy of the Group to consider
the health and welfare of team members
by maintaining a safe place and system of
work as required by legislation in each of
the countries where the Group operates.

Charitable donations
During the year, the GBG team has
managed to raise over £28,000 for charity
which has been given to a varied group
of worthy causes such as Mind and The
Trussell Trust.

Modern Slavery Statement
Our Modern Slavery Statement
can be found on our website at:
https://www.gbgplc.com/media/giwg5ckv/
modern-slavery-statement-2021.pdf

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

22 June 2022

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.

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.

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; and

• 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.

GovernanceGBG Annual Report and Accounts 2022GBG Annual Report and Accounts 2022
Independent auditor’s report

To the members of GB Group Plc

Opinion

In our opinion:

• GB Group plc’s group financial statements and parent company financial statements (the ‘financial statements’) give a true and fair view
of the state of the group’s and of the parent company’s affairs as at 31 March 2022 and of the group’s profit for the year then ended;

• the group financial statements have been properly prepared in accordance with UK adopted international accounting standards;

• the parent company financial statements have been properly prepared in accordance with United Kingdom Generally Accepted

Accounting Practice; and

• the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.

We have audited the financial statements of GB Group plc (the ‘parent company’) and its subsidiaries (the ‘group’) for the year ended
31 March 2022 which comprise:

Group

Parent company

Consolidated Statement of Profit or Loss for the year then ended

Company Balance Sheet as at 31 March 2022

Consolidated Statement of Comprehensive Income for the year
then ended

Company Statement of Changes in Equity for the year then ended

Consolidated Statement of Changes in Equity for the year
then ended

Related notes C1 to C23 to the financial statements including
a summary of significant accounting policies

Consolidated Balance Sheet as at 31 March 2022

Consolidated Cash Flow Statement for the year then ended

Related notes 1 to 35 to the financial statements, including a
summary of significant accounting policies

The financial reporting framework that has been applied in the preparation of the group financial statements is applicable law and UK
adopted international accounting standards. The financial reporting framework that has been applied in the preparation of the parent
company financial statements is applicable law and United Kingdom Accounting Standards, including FRS 101 “Reduced Disclosure
Framework” (United Kingdom Generally Accepted Accounting Practice).

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities
under those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report.
We are independent of the group and parent company in accordance with the ethical requirements that are relevant to our audit of the
financial statements in the UK, including the FRC’s Ethical Standard as applied to listed entities, and we have fulfilled our other ethical
responsibilities in accordance with these requirements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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. Our evaluation of the directors’ assessment of the group and parent company’s ability to
continue to adopt the going concern basis of accounting included the following procedures:

• In conjunction with our walkthrough of the group’s financial statement close process, we confirmed our understanding of management’s

going concern assessment process and also provided feedback to management to ensure all key risk factors were considered in
their assessment;

• We obtained and reviewed the going concern assessment prepared by management for the period to 30 September 2023, being

the going concern assessment period. We assessed the financial forecasts of the group to consider its ability to continue to meet its
liabilities as they fall due and remain in compliance with the covenants associated to the group’s revolving credit facility;

• We obtained management’s forecasts for the period to 30 September 2023 and performed tests over the appropriateness of the model,

including the arithmetical accuracy, as well as the starting cash position as at 1 April 2022;

• We assessed past historical accuracy of management’s forecasting;

• We evaluated management’s assumptions applied in preparing the forecasts by corroborating to third-party data and/or by assessing
changes from the prior period and considering whether there was any indication of management bias, including consideration of any
contrary evidence;

• Management has modelled a number of downside scenarios in their cash flow forecast in order to assess the impact of a decline in

revenue on covenant compliance and liquidity position. We evaluated the headroom under management’s downside scenarios, which
formed the basis of management’s conclusions regarding going concern;

• We evaluated management’s reverse stress testing on the forecast to understand how severe the downside scenario would have to be

to result in a covenant breach and/or elimination of the liquidity headroom;

• We performed our own independent sensitivity analysis to assess the impact of changes in key assumptions, including revenue growth

rates, gross margin percentage and cash conversion rate;

• We confirmed the terms of the group’s revolving credit facility by reference to the signed agreement, noting expiry on 18 July 2025;

• We reperformed covenant calculations and assessed cash flow forecasts along with appropriate sensitivity analysis and reverse stress

testing to assess current and projected covenant compliance by reference to the revolving credit facility agreement;

• We read board minutes for any inconsistencies with the risks considered in the going concern assessment;

• We assessed current trading performance by inspecting the April 2022 period end management accounts in addition to making

inquiries of management to identify any issues with the group’s current trading and profitability through to the date of our audit report;

• We enquired of management as to their knowledge of events or conditions beyond the period of their assessment that may cast
significant doubt on the entity’s ability to continue as a going concern and compared their response to our understanding from
completion of our audit procedures; and

• We read the disclosures in the Annual Report and Accounts to confirm that they were consistent with our understanding of the

going concern assessment that had been undertaken by the directors and that they appropriately reflected the risks that had been
considered and were in conformity with the relevant standards.

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 and parent company’s ability to continue as a going concern for a period to 30
September 2023.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this
report. However, because not all future events or conditions can be predicted, this statement is not a guarantee as to the group and
parent company’s ability to continue as a going concern.

Financial statementsGBG Annual Report and Accounts 2022GBG Annual Report and Accounts 2022Independent auditor’s report continued

To the members of GB Group Plc

Overview of our audit approach

Audit scope

• We performed an audit of the complete financial information of six components and audit

procedures on specific balances for a further seven components.

• The components where we performed full or specific audit procedures accounted for 93% of profit

before tax and exceptional items, 98% of revenue and 100% of total assets.

Key audit matters

• Revenue recognition – cut off around the year-end and significant new contractual arrangements

• Accounting for business combinations – Acuant and Cloudcheck

Materiality

• Overall group materiality of £1.31m which represents 5% of profit before tax and exceptional items.

An overview of the scope of the parent company and group audits

Tailoring the scope
Our assessment of audit risk, our evaluation of materiality and our allocation of performance materiality determine our audit scope for
each company within the group. Taken together, this enables us to form an opinion on the consolidated financial statements. We take
into account size, risk profile, the organisation of the group and effectiveness of group-wide controls and changes in the business
environment when assessing the level of work to be performed at each company.

In assessing the risk of material misstatement to the group financial statements, and to ensure we had adequate quantitative coverage of
significant accounts in the financial statements, of the twenty-eight reporting components of the group, we selected thirteen components,
which represent the principal business units within the group.

Of the thirteen components selected, we performed an audit of the complete financial information of six components (‘full scope
components’) which were selected based on their size or risk characteristics. For the remaining seven components (‘specific scope
components’), we performed audit procedures on specific accounts within that component that we considered had the potential for the
greatest impact on the significant accounts in the financial statements either because of the size of these accounts or their risk profile.

The reporting components where we performed audit procedures accounted for 93% (2021: 100%) of the group’s profit before tax and
exceptional items, 98% (2021: 99%) of the group’s revenue and 100% (2021: 99%) of the group’s total assets. For the current year, the
full scope components contributed 86% (2021: 88%) of the group’s profit before tax and exceptional items, 89% (2021: 88%) of the
group’s revenue and 94% (2021: 87%) of the group’s total assets. The specific scope components contributed 7% (2021: 12%) of the
group’s profit before tax and exceptional items, 9% (2021: 11%) of the group’s revenue and 6% (2021: 12%) of the group’s total assets.
The audit scope of these components may not have included testing of all significant accounts of the component but will have contributed
to the coverage of significant accounts tested for the group.

Of the remaining fifteen components that together represent 7% of the group’s profit before tax and exceptional items, none are
individually greater than 5% of the group’s profit before tax and exceptional items. For these components, we performed other
procedures, including analytical review procedures, testing of consolidation journals and intercompany eliminations and foreign currency
translation recalculation procedures to respond to any potential risks of material misstatement to the group financial statements.

The charts below illustrate the coverage obtained from the work performed by our audit teams.

Profit before tax and exceptional items

Revenue

Total assets

Full scope
components: 86%
Specific scope
components: 7%
Other procedures:
7%

Full scope
components: 89%
Specific scope
components: 9%
Other procedures:
2%

Full scope
components: 94%
Specific scope
components: 6%

Changes from the prior year

The key changes identified in the scoping for the current year relate to the acquisitions of Acuant and Cloudcheck, which took place
during the financial year.

Involvement with component teams
In establishing our overall approach to the group audit, we determined the type of work that needed to be undertaken at each of the
components by us, as the primary audit engagement team, or by component auditors from other EY global network firms operating
under our instruction. Of the six full scope components, audit procedures were performed on four of these directly by the primary audit
team and two by the component audit team. Of the seven specific scope components, audit procedures were performed on four of these
directly by the primary team and three by the component team. For those audits performed by component teams, we determined the
appropriate level of involvement to enable us to determine that sufficient audit evidence had been obtained as a basis for our opinion on
the group as a whole.

The primary team interacted regularly with the component teams where appropriate during various stages of the audit, reviewed relevant
working papers and were responsible for the scope and direction of the audit process. This, together with the additional procedures
performed at group level, gave us appropriate evidence for our opinion on the group financial statements.

The Covid-19 outbreak and lockdown restrictions have continued across the group’s financial year. As a result of these measures, the site
visits were held virtually through the use of video or teleconferencing facilities, including meetings with local management. Close meetings
for component teams were held via video conference in May 2022 with attendance from the primary team, including the senior statutory
auditor. For all components, the year-end review of relevant audit work papers was facilitated by the EY electronic audit file platform,
screen sharing or the provision of copies of work papers direct to the primary team. Based upon the above approach we are satisfied that
we have been able to perform sufficient and appropriate oversight of our component teams.

Climate change
There has been increasing interest from stakeholders as to how climate change will impact the group. Given the nature of the business,
the group’s activities have a relatively small impact on the environment when compared to companies that operate in more resource
intensive industries. The group has determined that the most significant future impacts from climate change on its operations will be from
reducing the environmental impact of the business operations through management of energy, waste and greenhouse gas emissions.

These are explained on pages 92 and 93, which form part of the “Other information”, rather than the audited financial statements. Our
procedures on these disclosures therefore consisted solely of considering whether they are materially inconsistent with the financial
statements or our knowledge obtained in the course of the audit or otherwise appear to be materially misstated. As disclosed in note 2 to
the financial statements, in the group’s view climate change does not represent a material estimation uncertainty.

Our audit effort in considering climate change was focused on whether the effects of climate risks have been appropriately reflected in
asset values and associated disclosures where values are determined through modelling future cash flows, being the impairment tests
of cash generating units. We also challenged the Directors’ considerations of climate change in their assessment of going concern and
associated disclosures.

100

101

Financial statementsGBG Annual Report and Accounts 2022GBG Annual Report and Accounts 2022Independent auditor’s report continued

To the members of GB Group Plc

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our 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) that we
identified. These matters included 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 were addressed in the context of our audit of the financial
statements as a whole, and in our opinion thereon, and we do not provide a separate opinion on these matters.

Key observations
communicated to the
Audit Committee

Revenue has been appropriately recorded
in the period, in all material respects, in
accordance with the requirements of
IFRS 15, Revenue from Contracts
with Customers.

Risk

Our response to the risk

Revenue recognition – cut
off around the year-end and
significant new contractual
arrangements
Refer to the Audit & Risk Committee
Report (page 73); Accounting policies
(page 123); and note 3 of the Consolidated
Financial Statements (page 129)

The business has multiple revenue
sources which can be grouped into two
types of revenue stream: licence based
(term-based subscription as per note 2
of the financial statements) and usage
based (transactions/consumption-based/
subscription as per note 2 of the financial
statements).

There is a risk that revenue is recorded
incorrectly around the year-end date. This
cut-off risk manifests itself through the risk
of management override:

- by processing invalid journals to

revenue as part of the year-end financial
statement close consolidation process;
and

- within the processing of transactions

if these are not in line with contractual
arrangements (price, duration,
classification) for licence-based revenue
or if inaccurate usage data/costs are
used in the recognition of usage based
revenue around the year-end date.

This risk also manifests itself over
significant new contracts as small changes
in the terms and conditions can have a
significant impact on the accounting
for revenue.

Our audit procedures included:

• Understanding the revenue recognition
processes, including identification and
walkthrough of management’s key
controls over revenue recognition, for
licence-based and usage-based revenue
streams.

Licence based
• For a sample of sales recognised in

March and April 2022 we recalculated
the revenue recognised by inspecting the
licence price, duration and classification
as per the signed customer contracts
and agreeing completion of performance
obligations to supporting documentation.

Usage based
• For a sample of sales recognised in

March and April 2022 we agreed sales
prices to signed customer contracts and
vouched usage data to usage reports.

• We assessed the completeness and
accuracy of the usage reports by
vouching a sample to supplier invoices.

Procedures across both revenue streams:
• For a sample of credit notes raised in
March and April 2022, we assessed
their impact on the value of revenue
recognised and whether the revenue in
the period was fairly stated.

• In addition to testing transactions

around the year end, we considered
consolidation adjustments and agreed
any material consolidation journals
affecting revenue to supporting
documentation to ensure they were valid.

• We identified key contracts across the
group and considered and challenged
whether revenue had been recognised
correctly in accordance with IFRS 15 by
considering performance obligations
under each key contract and obtaining
evidence of achievement of those
obligations by the group.

Key observations
communicated to the
Audit Committee

We have audited the acquisition accounting
of both Acuant and Cloudcheck. We
are satisfied that the purchase price
allocation is materially correct and that
the disclosures are complete and fairly
stated in accordance with IFRS 3 Business
Combinations.

Risk

Our response to the risk

Accounting for business
combinations – Acuant and
Cloudcheck
Refer to the Audit & Risk Committee Report
(page 73); Accounting policies (page 116);
and Note 34 of the Consolidated Financial
Statements (page 162).

The group completed the acquisition of
Acuant (consideration US$736m), the
group’s largest acquisition to date in terms
of consideration, as well as the acquisition
of Cloudcheck (consideration NZ$28m) in
the year.

Accounting for business combinations
under IFRS 3 is considered complex and
the purchase price allocation involves
estimation on the part of management, in
particular in the area of intangible asset
valuation.

There is a risk that the methodologies and
assumptions underpinning the acquisition
model, including discount rates, tax rates,
growth rates and attrition levels, which
are highly judgemental, lead to a material
error in the acquisition accounting and
specifically the purchase price allocation.

Our audit procedures included:

• Inspection of the sale and purchase

agreements for Acuant and Cloudcheck,
corroborating consideration to external
support and challenging key terms
per the agreements to the accounting
applied.

• Understanding, assessing and evaluating
the procedures and methodology applied
by management’s specialist in assisting
management in the identification and
valuation of intangible assets.

• Critically assessing and challenging the
appropriateness of the assumptions
applied within the prospective financial
information by comparing to sources,
such as the financial due diligence
reports and consistency with internal
forecasts and prior year financial
statements.

• Engaging EY valuation experts to assess
the appropriateness of the methodology
applied for valuing intangible assets,
calculating an internal rate of return for
the transaction to compare against the
discount rate used by management as
well as assessing the appropriateness of
the discount rate (risk-adjusted weighted
average cost of capital, ‘WACC’)
determined by management.

• Performing audit procedures over the

opening balance sheets for both Acuant
and Cloudcheck.

• Assessing the accounting policies of
the acquired businesses to ensure
compliance with IFRS and consistent
with the policies of the group.

• Reviewing the acquisition disclosures
in the Annual Report and Accounts to
ensure these are in compliance with the
requirements of IFRS.

102

103

Financial statementsGBG Annual Report and Accounts 2022GBG Annual Report and Accounts 2022Independent auditor’s report continued

To the members of GB Group Plc

Our application of materiality

Other information

We apply the concept of materiality in planning and performing the audit, in evaluating the effect of identified misstatements on the audit
and in forming our audit opinion.

The other information comprises the information included in the annual report set out on page 02 to 97, other than the financial
statements and our auditor’s report thereon. The directors are responsible for the other information within the annual report.

Materiality

The magnitude of an omission or misstatement that, individually or in the aggregate, could reasonably be expected to influence the
economic decisions of the users of the financial statements. Materiality provides a basis for determining the nature and extent of our
audit procedures.

We determined materiality for the group to be £1,309,000 (2021: £1,650,000), which is 5% (2021: 5%) of profit before tax and
exceptional items. We believe that profit before tax and exceptional items provides us with the most appropriate financial statement
measure that is important to users of the financial statements. Materiality has reduced year-on-year following the reduction in profit
before tax and exceptional items.

We determined materiality for the parent company to be £1,930,000 (2021: £1,503,000), which is 5% (2021: 5%) of profit before tax and
exceptional items. Materiality has reduced year-on-year following the reduction in profit before tax and exceptional items.

Starting basis

Adjustments

• Profit before tax £21,653,000

• Adjusting for exceptional items of £4,526,000 to determine profit before tax and exceptional items

Materiality

• Materiality of £1,309,000 (5% of materiality basis)

• Totals £26,179,000

During the course of our audit, we reassessed initial materiality and the actual profit before tax and exceptional items was higher than
the group’s initial estimates used in planning and at the commencement of our year-end audit testing. However, whilst we updated for the
initial consolidated results compared to planning (where the difference was significant), we did not change our materiality assessment at
year end for the final actual results, as our procedures had been performed to a lower materiality and therefore no additional procedures
were required.

Performance materiality

The application of materiality at the individual account or balance level. It is set at an amount to reduce to an appropriately low level the
probability that the aggregate of uncorrected and undetected misstatements exceeds materiality.

On the basis of our risk assessments, together with our assessment of the group’s overall control environment, our judgement was
that performance materiality was 50% (2021: 50%) of our planning materiality, namely £655,000 (2021: £837,000). We have set
performance materiality at this percentage due to our past experience on the audit which indicated a higher risk of misstatements,
both corrected and uncorrected.

Audit work at component locations for the purpose of obtaining audit coverage over significant financial statement accounts is
undertaken based on a percentage of total performance materiality. The performance materiality set for each component is based on the
relative scale and risk of the component to the group as a whole and our assessment of the risk of misstatement at that component. In
the current year, the range of performance materiality allocated to components was £131,000 to £491,000 (2021: £165,000 to £537,000).

Reporting threshold

An amount below which identified misstatements are considered as being clearly trivial.

We agreed with the Audit Committee that we would report to them all uncorrected audit differences in excess of £65,000 (2021:
£83,000), which is set at 5% of planning materiality, as well as differences below that threshold that, in our view, warranted reporting
on qualitative grounds.

We evaluate any uncorrected misstatements against both the quantitative measures of materiality discussed above and in light of
other relevant qualitative considerations in forming our opinion.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in this
report, we do not express any form of assurance conclusion thereon. 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 course of
the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements,
we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the
work we have performed, we conclude that there is a material misstatement of the other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

• the information given in the strategic report and the directors’ report for the financial year for which the financial statements are

prepared is consistent with the financial statements; and

• the strategic report and directors’ report have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the
audit, we have not identified material misstatements in the strategic report or the directors’ report.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if,
in our opinion:

• adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received

from branches not visited by us; or

• the parent company financial statements are not in agreement with the accounting records and returns; or

• certain disclosures of directors’ remuneration specified by law are not made; or

• we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the directors’ responsibilities statement set out on page 97, the directors are responsible for the preparation of
the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors 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 and parent 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 parent company or to cease operations, or have no realistic alternative but to do so.

Auditor’s 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 auditor’s 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.

104

105

Financial statementsGBG Annual Report and Accounts 2022GBG Annual Report and Accounts 2022Independent auditor’s report continued

Consolidated statement of profit or loss

To the members of GB Group Plc

Year ended 31 March 2022

Revenue
Cost of sales

Gross profit
Operating expenses

Group operating profit
Finance revenue
Finance costs

Profit before tax
Income tax charge

Profit for the year attributable to equity holders of the parent

Group operating profit
Amortisation of acquired intangibles
Equity-settled share-based payments
Exceptional items

Adjusted operating profit

Earnings per share
– basic earnings per share for the year
– diluted earnings per share for the year

Note

3, 4

3, 9
10

15
29
7

2022
£’000

242,480
(70,549)

171,931
(148,524)

23,407
40
(1,794)

21,653
(6,390)

15,263

23,407
24,735
6,171
4,526

58,839

2021
£’000

217,659
(65,096)

152,563
(117,060)

35,503
120
(1,360)

34,263
(7,385)

26,878

35,503
17,671
5,170
(448)

57,896

7.1p
6.9p

13.8p
13.5p

Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our
responsibilities, outlined above, to detect irregularities, including fraud. 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. The extent to which our procedures are capable of detecting irregularities, including
fraud is detailed below.

However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the
company and management.

• We obtained an understanding of the legal and regulatory frameworks that are applicable to the group and determined that the most
significant are those that relate to data protection and privacy, the financial reporting framework (International Accounting Standards
in conformity with the requirements of Companies Act 2006), AIM rules and the relevant tax compliance regulations in the jurisdictions
in which the group operates.

• We understood how GB Group Plc is complying with those frameworks by making enquiries of management and those responsible

for legal and compliance procedures. We corroborated our enquiries through our review of Board minutes and papers provided to the
Audit Committee, as well as observation in Audit Committee meetings and consideration of the results of our audit procedures across
the group. We also obtained and reviewed the latest correspondence received from the Information Commissioner’s Office, the data
industry regulator in the UK, to understand how the group is progressing with regards to the ongoing review, as referenced in Note 32.

• We assessed the susceptibility of the group’s financial statements to material misstatement, including how fraud might occur

by assessing the risk of fraud absent of controls, and then identifying controls which are in place at the entity level and whether the
design of those controls is sufficient for the prevention and detection of fraud, utilising internal and external information to perform our
fraud risk assessment. We considered the risk of fraud through management override and considered the design and implementation
of controls at the financial statement level to prevent this, as well as incorporating data analytics across manual journal entries into
our audit approach, which was designed to provide reasonable assurance that the financial statements were free from material fraud
and error.

• Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations. Our

procedures involved journal entry testing, with a focus on journals meeting our defined risk criteria based on our understanding of
the business; enquiries of legal counsel and management and obtaining legal confirmations. In addition, we completed procedures to
conclude on the compliance of the disclosures in the Annual Report and Accounts with the requirements of the relevant accounting
standards and UK legislation.

• Specific enquiries were made with the component teams to confirm any non-compliance with laws and regulations, and this was
reported through their audit deliverables based on the procedures detailed in the previous paragraph. There were no significant
instances of non-compliance with laws and regulations.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s
website at https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

Use of our report

This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006.
Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in
an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone
other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

Kate Jarman (Senior statutory auditor)
for and on behalf of Ernst & Young LLP, Statutory Auditor

Leeds

22 June 2022

106

107

Financial statementsGBG Annual Report and Accounts 2022GBG Annual Report and Accounts 2022Consolidated statement
of comprehensive income

Year ended 31 March 2022

Profit after tax for the period attributable to equity holders of the parent

Other comprehensive income:
Exchange differences on retranslation of foreign operations (net of tax)

Total comprehensive income for the period attributable to equity holders of the parent

2022
£’000

2021
£’000

15,263

26,878

18,029

33,292

(20,559)

6,319

Consolidated statement
of changes in equity

Year ended 31 March 2022

Equity
share
capital
£’000

Share
premium
£’000

Merger
reserve
£’000

Capital
redemption
reserve
£’000

Note

Foreign
currency
translation
reserve
£’000

Retained
earnings
£’000

Total
equity
£’000

Balance at 1 April 2020

4,855

261,648

6,575

Profit for the period
Other comprehensive income

Total comprehensive income
for the period
Issue of share capital
Share-based payments
Tax on share options
Share forfeiture receipt
Equity dividend

22
29

22
12

–
–

–
53
-
–
-
-

–
–

–
5,979
–
–
–
–

Balance at 31 March 2021

4,908

267,627

Profit for the period

Other comprehensive income

Total comprehensive income
for the period
Issue of share capital
Share-based payments
Tax on share options
Share forfeiture refund
Equity dividend

–

–
1,389
–
–
–
–

–

–
299,142
–
–
–
–

22
29

22
12

–
–

–
3,343
–
–
–
–

9,918

–

–
90,081
–
–
–
–

Balance at 31 March 2022

6,297

566,769

99,999

–
–

–
–
–
–
–
–

–

–
–
–
–
–
–

3,953

67,900

344,934

–
(20,559)

26,878
–

26,878
(20,559)

(20,559)
–
–
–
–
–

26,878
–
5,170
1,700
2,641
(5,883)

6,319
9,375
5,170
1,700
2,641
(5,883)

(16,606)

98,406

364,256

–

15,263

18,029

–

15,263

18,029

18,029
–
–
–
–
–

15,263
–
6,171
(498)
(29)
(6,677)

33,292
390,612
6,171
(498)
(29)
(6,677)

1,423

112,636

787,127

108

109

Financial statementsGBG Annual Report and Accounts 2022GBG Annual Report and Accounts 2022Consolidated balance sheet

As at 31 March 2022

Consolidated cash flow statement

Year ended 31 March 2022

ASSETS
Non-current assets
Goodwill
Other intangible assets
Property, plant and equipment
Right-of-use assets
Investments

Deferred tax asset

Current assets
Inventories
Trade and other receivables
Current tax

Cash and short-term deposits

Total assets

EQUITY AND LIABILITIES
Capital and reserves
Equity share capital
Share premium
Merger reserve
Capital redemption reserve
Foreign currency translation reserve

Retained earnings

Total equity attributable to equity holders of the parent

Non-current liabilities
Loans
Lease liabilities
Provisions
Deferred revenue
Contingent consideration

Deferred tax liability

Current liabilities
Lease liabilities
Trade and other payables
Deferred revenue
Contingent consideration

Current tax

Total liabilities

Total equity and liabilities

Approved by the Board on 22 June 2022

C G Clark
Director

D M Ward
Director

Registered in England number 2415211

110

Note

2022
£’000

2021
£’000

14
15
17
18
19

713,631
255,930
4,601
2,742
2,326

21,860

286,351
91,312
3,706
3,231
2,288

7,676

1,001,090

394,564

1,196
69,715
7,804

22,302

101,017

123
58,617
5,778

21,135

85,653

1,102,107

480,217

22,30
22,30
30
30
30

6,297
566,769
99,999
3
1,423

112,636

4,908
267,627
9,918
3
(16,606)

98,406

787,127

364,256

23
24
26

24
25

128,226
1,529
866
1,805
1,920

64,839

199,185

1,842
49,572
57,018
5,856

1,507

115,795

314,980

–
2,286
1,010
545
–

22,120

25,961

1,650
41,067
42,298
3,662

1,323

90,000

115,961

1,102,107

480,217

Group profit before tax:

Adjustments to reconcile Group profit before tax to net cash flows
Finance revenue
Finance costs
Depreciation of plant and equipment
Depreciation of right-of-use assets
Amortisation of intangible assets
Impairment of goodwill
Loss on disposal of plant and equipment and intangible assets
Loss/(profit) on disposal of businesses
Fair value adjustment on contingent consideration
Share-based payments
(Increase)/decrease in inventories
(Decrease)/increase in provisions
(Increase)/decrease in trade and other receivables
Increase in trade and other payables

Cash generated from operations

Income tax paid

Net cash generated from operating activities

Cash flows (used in)/from investing activities
Acquisition of subsidiaries, net of cash acquired
Purchase of plant and equipment
Purchase of software
Net (outflow)/proceeds from disposal of businesses

Interest received

Net cash flows (used in)/from investing activities

Cash flows from/(used in) financing activities
Finance costs paid
Proceeds from issue of shares
Share issue costs
(Refund)/proceeds from share forfeiture
Proceeds from new borrowings (net of arrangement fee)
Repayment of borrowings
Repayment of lease liabilities

Dividends paid to equity shareholders

Net cash flows from/(used in) financing activities

Net decrease in cash and cash equivalents
Effect of exchange rates on cash and cash equivalents
Cash and cash equivalents at the beginning of the period

Cash and cash equivalents at the end of the period

22,302

Note

2022
£’000

2021
£’000

21,653

34,263

9
10
17
18
15
14
5
7
35
29

34,35
17
15
34

22
22
22
23
23
24

(40)
1,794
1,531
1,593
24,968
–
34
330
188
6,171
(27)
(169)
(3,967)
2,197

56,256

(11,610)

44,646

(460,383)
(1,611)
(120)
(101)

(462,205)

(1,383)
305,997
(5,780)
(29)
155,591
(30,073)
(1,969)

(6,677)

415,677

(1,882)
3,049
21,135

(120)
1,360
1,433
1,838
17,914
154
–
(1,403)
245
5,170
6
88
10,028
1,655

72,631

(14,205)

58,426

(2,762)
(455)
(283)
5,307

1,827

(1,231)
3,087
–
2,641
–
(62,500)
(2,252)

(5,883)

(66,138)

(5,885)
(479)
27,499

21,135

111

Financial statementsGBG Annual Report and Accounts 2022GBG Annual Report and Accounts 2022Notes to the consolidated
financial statements

1. Corporate information

GB Group plc (‘the Company’) and its subsidiaries (together ‘the Group’) provide 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
Group’s operations and its principal activities are set out in the Business Model.

The Company is a public company limited by shares incorporated in the United Kingdom and is listed on the London Stock Exchange
with its ordinary shares traded on the Alternative Investment 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 19.

These consolidated financial statements have been approved for issue by the Board of Directors on 22 June 2022.

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 parent 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, modified in respect of the revaluation of financial assets and liabilities at fair value. A summary of the significant 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 2022
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 2023 nor the
viability of the Group over the next five years.

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 184 and 188 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 covered the period through to 30 September 2023. 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 downside and stress test scenarios. The following steps have been undertaken to
allow the Directors to conclude on the appropriateness of the going concern assumption:

a) Understand what could cause GBG not to be a going concern

b) Consider the current customer and sector position, liquidity status and availability of additional funding if required

c) Board review and challenge the budget including comparison against external data sources available and a potential downside scenario

d) Perform reverse stress tests to assess under what circumstances going concern would become a risk – and assess the likelihood

of whether they could occur

e) Examine what mitigating actions could be taken in the event of these stress test scenarios

f) Conclude upon the going concern assumption

2. Accounting policies continued

2.2 Going concern continued
a) Understand what could cause GBG not to be a going concern
The potential scenarios which could lead to GBG not being a going concern are considered to be:

• Not having sufficient cash to meet our liabilities as they fall due and therefore not being able to provide services to our customers,

pay our employees or meet financing obligations.

• A non-remedied breach of the financial covenants within the Group Revolving Credit Facility (‘RCF’) agreement (detailed in note 23).

Under the terms of the agreement this would lead to the outstanding balance becoming due for immediate repayment. These
covenants are:

• Leverage – consolidated net borrowings (outstanding loans less current cash balance) as a multiple of adjusted consolidated

EBITDA for the last 12 months, assessed quarterly in arrears, must not exceed 3.00:1.00

• Interest cover – adjusted consolidated EBITDA as a multiple of consolidated net finance charges, for the last 12 months,

assessed quarterly in arrears, must not fall below 4.00:1.00

b) Consider the current customer and sector position, liquidity status and availability of additional funding if required
The market consensus forecast for the year to 31 March 2022 was a decline in revenue of 3.2% (£7 million). The actual performance was
significantly ahead of this with revenue of £242.5 million, representing revenue growth of 11.4% (10.6% on an organic constant currency
basis).

The Board of Directors are aware that there continues to be economic uncertainty, but the experience in the past year gives enhanced
confidence to be able to forecast which of our products and services are positively or negatively impacted by global economic pressures
and therefore what steps are needed to react to this. The overall performance has illustrated the relevance and importance of our
products and services, even in a time of significant economic decline in many of our key markets.

During the prior year approximately 7% of revenue came from two customers in the United States who provided services directly related
to Covid-19. As expected, the level of revenue from these customers decreased in the current year to represent only 2% of revenue. GBG
does not have a high customer concentration risk since no individual customer generates more than 6% of Group revenue. The Group’s
customers operate in a range of different sectors which further reduces the risk of a downturn in any particular sector. The financial
services sector accounts for the largest percentage of customers, particularly within the Fraud and Identity segments.

As a global company GBG operates in different countries and therefore is less exposed if particular countries are impacted at different
rates. The breakdown of our revenue by country is shown in note 4. The Group has no operations or active suppliers in Russia, Belarus
or Ukraine and we can confirm that business has been suspended with the small number of customers who are incorporated in Russia.
Exposure to Russian customers is limited with combined revenue in the current year of less than 0.5% of Group revenue.

There are also macro dynamics supporting the increased use of GBG products and services, such as:

• Continued compliance requirements globally

• The ongoing existence of fraud globally, leading to increased cyber security risks and therefore demand for GBG anti-fraud solutions

• Continued digitisation and rise of online versus physical transactions in both consumer and business-to-business settings

• Speed and quality of customer onboarding being a key differentiator, which is enhanced through the use of GBG’s software

GBG is not reliant upon any one supplier to provide critical services either to support the services we provide to our customers or to our
internal infrastructure. For these critical services, such as the provision of data, contingency plans exist in the event of a supplier failure
to be able to move to an alternative supplier with minimal disruption to customers or to the wider business.

112

113

Financial statementsGBG Annual Report and Accounts 2022GBG Annual Report and Accounts 2022Notes to the consolidated
financial statements continued

2. Accounting policies continued

2.2 Going concern continued
b) Consider the current customer and sector position, liquidity status and availability of additional funding if required continued
Liquidity

Operating cash flow before tax and exceptional items paid
Adjusted EBITDA

Cash conversion %

Cash and cash equivalents (note 21)

Loans (excluding unamortised loan fees) (note 23)

Net (Debt)/Cash

Leverage

31 March
2022
£’000

59,532
62,196

95.7%

22,302

(129,254)

(106,952)

31 March
2021
£’000

73,385
61,410

Variance
£’000

(13,853)
786

119.5%

(23.8%)

21,135

1,167

–

(129,254)

21,135

(128,087)

1.72 Positive Cash

1.72

At 31 March 2022, GBG was in a net debt position of £107.0 million, a decline of £128.1 million since 31 March 2021 following the
acquisition of Acuant where the RCF facility was refinanced and partially drawn down to fund the acquisition (see note 23).

During the year to 31 March 2022, GBG’s operating cash to EBITDA ratio (‘cash conversion’) was 95.7%, a decrease of 23.8% on the
prior year. The decrease in the cash conversion was partly attributable to cash receipts in the first half of the prior year related to large
multi-year deals where the profit was recognised at the end of the year to 31 March 2020. Notwithstanding this, the current year level
is a strong indicator of GBG’s ability to convert profit into cash.

The refinanced RCF facility has a maximum level of £175 million which could be drawn down for working capital purposes if required.
As at 31 March 2022, the available undrawn facility was £45.7 million. The expiry of this facility is not until July 2025 with two one-year
extension options available (subject to approval from the bank syndicate).

At 31 March 2022 the Group was in a net current liabilities position of £14.8 million (2021: net current liabilities of £4.3 million). However,
within current liabilities is deferred revenue of £57.0 million (2021: £42.3 million) which represents a liability to provide a future service
rather than a direct cash liability. Whilst there is a cash cost to providing these services (principally related data costs or employee wages)
these costs would be lower than the value of the deferred revenue liability, and will unwind over the course of the year rather than being a
liability settled on demand. On this basis the net current liabilities position is not considered to be a risk from a going concern perspective.

c) Board review and challenge of the budget including comparison against external data sources available and a potential

downside scenario

The annual budget setting process utilises a detailed bottom-up approach which is then subject to review and challenge by the Executive
Team and Board of Directors. Management use both the internal and external information available in addition to their industry knowledge
to produce the base case forecast.

Management note that analysts’ forecasts published after the trading update in April 2022 estimate an overall revenue growth in the
year to 31 March 2023 due to the impact of the acquired businesses and organic growth. These estimates range from growth of 23.0%
to 32.0%, with the consensus position being growth of 26% which would be revenue of £299 million on a constant currency basis.
The budget for the year to 31 March 2023 is within the range of the analyst estimates.

This 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 realistic downside scenario by incorporating both reductions in revenue and increases
in costs and interest rates. 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.

2.2 Going concern continued
d) Perform reverse stress tests to assess under what circumstances going concern would become a risk – and assess the likelihood

of whether they could occur

The budget model was then further adjusted to establish at what point a covenant breach would occur without further mitigating actions.
A covenant breach would occur before the available cash resources of the Group are fully exhausted and therefore the focus of the
reverse stress test was on covenant compliance. In making this assessment it was assumed that management had reduced operating
expenses by 20% which is the level that is considered possible without causing significant disruption to business operations. These
savings would primarily be linked to people costs, net of any related redundancy costs.

With a 20% operating expenses saving introduced in Q1 of FY23 it would take a revenue decline of 40% from acquired revenue and
18% from organic revenue for a covenant breach (leverage) to occur. This breach would be as at 30 September 2023 although even at
this point it would only take an EBITDA increase of £200,000 to remedy this breach.

Based on the prior year trading performance, performance in the period since the year end and through reference to external market data
a decline of anywhere near 18% in organic revenue is considered by the Directors to be remote. If this became even a possibility, then
deeper cost cutting measures would be implemented well in advance of a covenant breach as well as consideration of a range of other
mitigation actions detailed in the next section.

e) Look at what mitigating actions could be taken in the event of these reverse stress test scenarios
In the unlikely event of the reverse stress test case scenario above occurring, a breach of covenants would occur on 30 September 2023
unless further mitigation steps were taken. Detailed below are the principal steps that would be taken (prior to the breach taking place)
to avoid such a breach occurring:

• Make deeper cuts to overheads, primarily within the sales function if the market opportunities had declined to this extent. It would
only take a reduction of 1% of overheads (based on the 31 March 2022 level) to increase EBITDA to remedy a covenant breach of
£200,000

• Take similar cash conservation measures to those that were implemented in the early stages of the pandemic in 2020. These included

not declaring a final dividend, pay and recruitment freezes and a deferral of Director bonus payments

• Request a delay to UK Corporation Tax, Employment Tax or Sales Tax payments under the HMRC ‘Time to Pay’ scheme. In the year to

31 March 2022 Corporation Tax payments averaged £500,000 per quarter, Employment Tax payments (including employee taxes) were
approximately £1.6 million per month and Sales Tax payments were £2.0 million per quarter

• Request a covenant waiver or covenant reset from our Bank Syndicate. Whilst this is not entirely within the Group’s control, the

business would still be EBITDA positive on a rolling 12-month basis at this point and the Directors believe they would have a reasonable
expectation of achieving a temporary covenant waiver from the banks if needed

• Raise cash through an equity placing. Under the Articles of Association GBG has the right to raise cash through an equity placing up

to 10% of its market valuation at the date of the placing

• Disposal of part of the business

f) Conclude upon the going concern assumption
Following consideration of the budget, reverse stress test scenarios and future outlook, the Directors have a reasonable expectation that
the Group 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.

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financial statements continued

2. Accounting policies continued

2.3 Significant 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 reassesses 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.

2.3 Significant accounting policies continued
Group companies
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.

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
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. The Group uses the direct method of consolidation and on disposal of a foreign operation, the gain or loss
that is reclassified to profit or loss reflects the amount that arises from using this method.

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 in profit or loss.

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.
Recoverable amount 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 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.

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financial statements continued

2. Accounting policies continued

2.3 Significant accounting policies continued
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

Freehold buildings

– over 50 years

Freehold land is not depreciated.

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 already carried in the balance sheet at 1 April 2004 or relating to acquisitions after that
date 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.

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 2 to 4 years.

2.3 Significant accounting policies continued
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 Comprehensive Income 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 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 3 to 5 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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financial statements continued

2. Accounting policies continued

2.3 Significant 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 IAS 32 ‘Financial Instruments: Presentation’ and are not held for trading.

The classification is determined on an instrument-by-instrument basis.

Gains and losses on these financial assets are never recycled to profit or loss. 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.

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

2. Accounting policies continued

2.3 Significant accounting policies continued
Financial assets continued
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 ECL 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.

As detailed in note 27, in previous years, an additional management overlay to the ECL calculation was applied to recognise the
uncertainty over the ultimate impact of the Covid-19 pandemic.

Trade and other receivables
Trade receivables, which generally have 14 to 60-day terms, are recognised and carried at original invoice amount less an allowance for
any uncollectable amounts. A provision is made against a trade receivable only when there is objective evidence that the Group may not
be able to recover the entire amount due under the original terms of the invoice. The carrying amount of the receivable is reduced through
the use of a provision for doubtful debts account. Impaired debts are derecognised when they are assessed as uncollectable.

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 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 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.

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financial statements continued

2. Accounting policies continued

2.3 Significant accounting policies continued
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 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.

2.3 Significant accounting policies continued
Revenue recognition
During the year ended 31 March 2022, the Group has changed the presentation and disclosure of its fee types and revenue streams in
order to disaggregate revenue recognised from contracts with customers into recurring and non-recurring revenue streams. Management
believes that the revised disaggregation best depicts how the nature, amount, timing and uncertainty of the Group’s revenue and cash
flows are affected by economic factors and is therefore most relevant and useful to users of the accounts.

Aggregation as previously reported

Licence

Transactional

Services

Updated aggregation

Term-based subscription

Consumption
Consumption-based subscription

Term-based subscription
Consumption
Consumption-based subscription
Other

The Company’s revenue recognition policy for each type of revenue is unchanged from the previous period. The description of those
revenue recognition policies for each of the new revenue type descriptors is as follows:

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.

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 is 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 below for further detail.

a) Term-based subscriptions (previously: software licences)
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 standalone selling price for those services or, where the Group does not
have a history of standalone selling prices for a particular software subscription, a cost-plus mark-up approach is applied.

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Financial statementsGBG Annual Report and Accounts 2022GBG Annual Report and Accounts 2022Notes to the consolidated
financial statements continued

2. Accounting policies continued

2.3 Significant accounting policies continued
Revenue recognition continued
a) Term-based subscriptions (previously: software licences) 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 (previously: transactional)
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 (previously: rendering of services)
Other revenue such as development charges, set-up, hardware, support and maintenance fees are recognised over time by reference
to the stage of completion. 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.

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.

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). Contract liabilities are presented in deferred income within trade and other payables in the Consolidated Balance Sheet.

2.3 Significant accounting policies continued
Revenue recognition continued
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 believe 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.

Operating Profit
Operating profit is profits after amortisation of acquired intangibles, equity-settled share-based payments and exceptional items
but before finance revenue, finance costs and tax.

Non-GAAP Measures
The Group presents the non-GAAP performance measure ‘adjusted operating profit’ on the face of the Consolidated Income Statement.
Adjusted operating profit is not defined by IFRSs and therefore may not be directly comparable with the adjusted operating profit
measures of other companies.

The business is managed and measured on a day-to-day basis using adjusted results. To arrive at adjusted results, certain adjustments
are made for normalised and exceptional items that are individually significant and which could, if included, not be reflective of the
underlying performance of the Group for the year and the comparability between periods.

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Financial statementsGBG Annual Report and Accounts 2022GBG Annual Report and Accounts 2022Notes to the consolidated
financial statements continued

2. Accounting policies continued

2.3 Significant accounting policies continued
Normalised items
These are recurring items which management considers could affect the underlying results of the Group.

These items relate to:

• amortisation of acquired intangibles; and

• equity-settled share-based payments charges.

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

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

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

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).

2.3 Significant accounting policies continued
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 affects 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 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

• 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

New accounting standards and interpretations
The following standards and amendments were effective for periods beginning on or after 1 January 2021 or 1 April 2021 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 impact on the financial statements of the Group:

• Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16 Interest Rate Benchmark Reform – Phase 2

• Amendments to IFRS 16 – Covid-19-Related Rent Concessions beyond 30 June 2021

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 IAS 1: Classification of Liabilities as Current or Non-current – effective for annual reporting periods beginning on or

after 1 January 2023

• Reference to the Conceptual Framework – Amendments to IFRS 3 – effective for annual reporting periods beginning on or after

1 January 2022

• Annual Improvements 2018-2020

• Amendments to IAS 8: Definition of Accounting Estimates

• Amendments to IAS 12: Deferred Tax related to Assets and Liabilities arising from a Single Transaction

None of the amendments are expected to have a significant impact to the Group, however the Group will continue to consider these
and any additional amendments, interpretations and new standards to identity potential future impact.

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Financial statementsGBG Annual Report and Accounts 2022GBG Annual Report and Accounts 2022Notes to the consolidated
financial statements continued

2. Accounting policies continued

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, management has made the following judgements, which have the most
significant effect on the amounts recognised in the financial statements:

Estimates
Impairment of goodwill
The Group and Company tests annually whether goodwill has suffered any impairment in accordance with the accounting policy stated
earlier in note 2.3. Determining whether goodwill is impaired requires an estimation of the value in use and/or the estimated recoverable
amount of the asset derived from the business, or part of the business, CGU, to which the goodwill has been allocated. The value in use
calculation 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.

Management are required 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 and expected changes
to sales and operating costs. In making these estimates management have assessed the sensitivity of the assets to a wider range of
changes in the key inputs to consider if an impairment would arise within these ranges.

Management estimate 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.

An analysis of the Group goodwill and the assumptions used to test for impairment are set out in note 16. As explained in note 16,
in the current period, management has determined that there are no reasonably possible changes to key assumptions in the impairment
model that would result in the impairment of goodwill.

Allowance for impairment losses on credit exposures
The Group applies the IFRS 9 simplified lifetime expected credit loss approach in calculating expected credit losses (‘ECL’). Under
this method ECL provisions are determined using a combination of historical experience and forward-looking information based on
management judgement. In the prior year, due to the Covid-19 pandemic the unprecedented economic uncertainty increased the
likelihood of a higher level of ECL, but there was no historical comparative evidence to draw upon to build the impact of this pandemic into
the normal ECL model used. The Group responded by calculating an additional level of provision to overlay the normal ECL calculation.
This overlay was based on management estimates taking into account an analysis of trade receivables broken down into customer
sectors, using internal and external forecasts to assess the sectors which were expected to see the biggest impact of the pandemic.

For the current year this additional overlay has been released as it is now over 24 months since the pandemic began, and the Group
has not experienced any significant increase in credit losses during this period even after the cessation of the majority of government
economic support packages, such as furlough in the UK. The past 24 months is considered to be a fair representation of the potential risk
profile for the coming year due to the Covid-19 pandemic. The impact of the release of this overlay is detailed in note 20 and 27.

An increase of 100bps in all ECL rates would increase the provision for impairment of trade receivables by £596,000. A decrease of
100bps across all ECL rates would reduce the provision for impairment of trade receivables by £596,000.

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 standalone 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.

2.4 Judgements and key sources of estimation uncertainty continued
Judgements continued
Deferred tax assets (both judgement and estimate)
The amount of the deferred tax asset included in the balance sheet of the Group is recognised only to the extent that it is probable that
future taxable profits will be available against which the asset can be utilised. 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 losses of £17,828,000 (2021: £13,705,000). The carrying value of the recognised
deferred tax asset at 31 March 2022 was £21,049,000 (2021: £7,676,000) and the unrecognised deferred tax asset at 31 March 2022
was £4,840,000 (2021: £839,000). Further details are contained in note 11.

Valuation and asset lives of separately identifiable intangible assets (both judgement and estimate)
In accounting for acquisitions management are required to make judgements in relation to the identification of separately identifiable
intangible assets and the methodologies used to fair value these assets. The key inputs used in the models require significant estimation
and management are required to make judgements regarding the timing and amount of future cash flows applicable to the businesses
being acquired as well as a suitable discount rate in order to calculate the present value.

Such estimates are based on current budgets and forecasts, extrapolated for an appropriate period taking into account growth rates
and expected changes to selling prices and operating costs. During the year, the Group acquired Acuant and Cloudcheck and in valuing
the separately identifiable intangible assets made specific judgements as to the value and useful lives of those assets. Judgements
were made with reference to both historical indicators within the acquired business such as customer or technology lifecycles along with
estimates of the impact on such lives that convergence of technology and relationships would have over time.

Future results are impacted by the amortisation periods adopted and changes to the estimated useful lives would result in different effects
on the income statement. If the estimated useful lives of the intangible assets recognised on acquisition of Acuant and Cloudcheck were
reduced by one year, the annual amortisation would increase by £3,357,000. If they were increased by one year, the annual amortisation
would reduce by £2,573,000.

3. Revenue

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

Subscription revenues:
Consumption-based
Term-based

Total subscription revenues
Consumption
Other

Revenue

Finance revenue

Total revenue

(Re-presented)1
2021
£’000

2022
£’000

35,830
76,465

112,295
115,212
14,973

32,750
62,244

94,994
111,265
11,400

242,480

217,659

120

242,520

217,779

1 As disclosed in note 2 and 4, during the current year, the Group has changed the presentation and disclosure of its fee types and revenue streams in order to disaggregate revenue
recognised from contracts with customers into recurring and non-recurring revenue streams. As a result, the disaggregation of revenue has been re-presented from the previous
year.

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Financial statementsGBG Annual Report and Accounts 2022GBG Annual Report and Accounts 2022Notes to the consolidated
financial statements continued

3. Revenue continued

Significant changes in contract balances
Contract assets predominantly relate to software licence services, where revenue recognition for on-premise arrangements occurs as
the solution is transferred to the customer, whereas the invoicing pattern is often annually over the contract period. Contract assets
recognised during the year totalled £3,793,000 (2021: £4,877,000). The contract asset balance for work completed but not invoiced on
satisfaction of a performance obligation, unwinds over the contract term. Contract assets are transferred to receivables when the right
to consideration becomes unconditional, or conditional over the passage of time.

Revenue recognised in the year of £42,298,000 (2021: £37,701,000) was included in the opening contract liability.

4. Segmental information

The Group’s operating segments are internally reported to the Group’s Chief Executive Officer as three operating segments: Location,
Identity and Fraud. Included within ‘Other’ (previously disclosed as ‘Unallocated’ as at 31 March 2021) is the revenue and profit of the
marketing services business (which was disposed of in January 2021).

‘Central overheads’ represents Group operating costs such as technology, compliance, finance, legal, people team, information security,
premises, Directors’ remuneration and PLC costs.

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

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

The acquisitions of Acuant and Cloudcheck have been included within the Identity segment.

Changes to segmental analysis for 31 March 2022 disclosure
The implementation of a new group-wide finance system in the prior year has enabled transactions to be analysed in more detail
internally. As a result, during the year to 31 March 2022, the presentation of the segmental information that is reported to the Group’s
Chief Executive Officer and the categories revenue is grouped into, has continued to evolve and has been updated to better reflect
the nature of how customers consume our services. Note 2 ‘Revenue recognition’ details how the previous categories used for the
disaggregation of revenue, map to the new categories that have subsequently been adopted.

Previously the Group has presented an ‘Unallocated’ column in the segment disclosure, which represented both the revenue and profit
of the Marketing Services business as well as Group operating costs. However, following the disposal of part of its Marketing Services
division in the prior year, the Group has now incorporated the remaining portion of the Marketing Services division within the Fraud
operating segment. Due to these changes in the presentation of the segmental analysis during the year ended 31 March 2022, the
segmental information for the year ended 31 March 2021 has been re-presented on the same basis. The value that has been re-presented
in the year to 31 March 2021 for revenue is £1,952,000. The disposed part of the Group’s Marketing Services division for the year to
31 March 2021 is now disclosed within ‘Other’ and Group operating costs are disclosed within the ‘Central overheads’ line.

Historically a portion of Group operating costs were attributed to the operating segments using a variety of allocation methods. However,
in order to better reflect the underlying trading performance of the operating segments without distortion from changes in corporate
costs, from 1 April 2021 Group operating costs are no longer allocated and instead are included fully within ‘Central overheads’. The
removal of allocated Group operating costs from operating segment results ensures that performance is measured against costs that
can be directly controlled or influenced by individual segments.

Due to the variety of allocation methods used historically, often at a granular transaction level, changes from analysing by cost centre
to business unit, as well as the use of different systems across the Group at various times during the comparative periods, it was
not practical to restate the prior periods (being the year ended 31 March 2021) to remove allocated Group operating costs out of the
operating segment results. Had the prior year information been updated then the adjusted operating profit of the individual segments
would have increased because fewer central overheads would have been allocated to them.

130

4. Segmental information continued

Changes to segmental analysis for 31 March 2022 disclosure continued

Year ended 31 March 2022

Subscription revenues:
Consumption-based
Term-based

Total subscription revenues
Consumption
Other

Total revenue

Contribution
Central overheads

Adjusted operating profit
Amortisation of acquired intangibles
Share-based payments charge
Exceptional items

Operating profit
Finance revenue
Finance costs
Income tax expense

Profit for the year

Year ended 31 March 2021

Subscription revenues:
Consumption-based
Term-based

Total subscription revenues
Consumption
Other

Total revenue

Contribution
Central overheads

Adjusted operating profit
Amortisation of acquired intangibles
Share-based payments charge
Exceptional items

Operating profit
Finance revenue
Finance costs
Income tax expense

Profit for the year

Location
£’000

Identity
£’000

Fraud
£’000

Other
£’000

Total
£’000

18,648
43,129

61,777
3,877
675

66,329

24,601

16,271
9,465

25,736
109,842
7,218

142,796

57,030

911
23,871

24,782
1,493
7,042

33,317

8,025

–
–

–
–
38

(106)

(Re-presented)
Location
£’000

(Re-presented)
Identity
£’000

(Re-presented)
Fraud
£’000

(Re-presented)
Other
£’000

18,384
37,399

55,783
2,970
916

59,669

19,472

13,718
4,938

18,656
107,173
2,256

128,085

47,746

648
19,907

20,555
1,122
6,767

28,444

5,332

–
–

–
–
1,461

1,461

(954)

35,830
76,465

112,295
115,212
14,973

242,480

89,550
(30,711)

58,839
(24,735)
(6,171)
(4,526)

23,407
40
(1,794)
(6,390)

15,263

Total
£’000

32,750
62,244

94,994
111,265
11,400

217,659

71,596
(13,700)

57,896
(17,671)
(5,170
448

35,503
120
(1,360)
(7,385)

26,878

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Financial statementsGBG Annual Report and Accounts 2022GBG Annual Report and Accounts 2022Notes to the consolidated
financial statements continued

4. Segmental information continued

Geographical information

United Kingdom
United States of America
Australia
Others

Revenues from
external customers

Non-current assets

2022
£’000

82,874
87,996
27,501
44,109

2021
£’000

77,302
78,998
23,636
37,723

2022
£’000

117,533
807,092
54,559
46

2021
£’000

123,338
223,843
39,695
12

242,480

217,659

979,230

386,888

The geographical revenue information above is based on the location of the customer.

Non-current assets for this purpose consist of plant and equipment and intangible assets and excludes the deferred tax asset.

5. Operating profit

This is stated after charging/(crediting):

Research and development costs recognised as an operating expense
Other technology related costs recognised as an operating expense

Total technology related costs recognised as an operating expense

Depreciation of property, plant and equipment (note 17)
Depreciation of right-of-use assets (note 18)
Expense relating to short-term leases
Expense relating to low-value leases
Expected credit losses of trade receivables (note 20)
Loss on disposal of plant and equipment and intangible assets
Amortisation of intangible assets (note 15)
Foreign exchange (gain)/loss

The above information does not include exceptional items which have been disclosed in note 7.

6. Auditor’s remuneration

Audit of the Group’s financial statements
Audit of subsidiaries

Total audit fees

Other fees to auditor – other assurance services

2022
£’000

16,225
17,218

33,443

1,531
1,593
558
6
(209)
34
24,968
42

2021
£’000

14,970
12,968

27,938

1,433
1,838
514
5
25
–
17,914
188

2022
£’000

2021
£’000

320
392

712

132

844

273
388

661

123

784

Auditor’s remuneration of £128,000 (2021: £nil) has been included within exceptional items during the year since it was directly
attributable to the acquisitions of Acuant and Cloudcheck (see note 7).

7. Exceptional items

(a) Acquisition-related costs
(b) Gain on forward contracts linked to acquisitions
(c) Integration costs
(d) Costs associated with team member reorganisations
(e) Impairment of goodwill (note 14 & 34)
(f) Fair value adjustments to contingent consideration (note 35)
(g) Foreign exchange movement on contingent consideration (note 35)
(h) Loss/(profit) on disposal of businesses (note 34)

2022
£’000

5,607
(3,053)
422
1,063
–
–
157
330

4,526

2021
£’000

862
–
–
441
154
(50)
(452)
(1,403)

(448)

(a) Acquisition-related costs of £5,607,000 (2021: £862,000) include legal and professional advisor costs directly attributable to the

acquisitions of Acuant and Cloudcheck detailed in note 34, as well as costs which were incurred as part of a potential acquisition.
In the prior year, the costs related to the acquisition of HooYu Investigate and the investment in Credolabs.

(b) During the year, a foreign exchange forward contract was entered into to fix the value at which GBG could convert the GBP proceeds
from the equity raise into USD to part fund the Acuant acquisition. On settlement of the forward contract a gain of £3,053,000 (2021:
£nil) was recognised which has been treated as an exceptional item. Due to the size and nature of this gain, management considers
that it would not reflect the Group’s underlying business performance.

(c) Integration costs were incurred relating to the integration of Acuant and Cloudcheck. This principally related to consultancy fees paid
to advisors in running programmes to deliver revenue and cost synergies from the acquisitions, travel for specific integration meetings
and the costs of additional other temporary resources required for the integration. Future costs of integrating Acuant and Cloudcheck
will primarily relate to the alignment of global systems and business operations. To 31 March 2022, the Group expensed £422,000
(2021: £nil) relating to the integration of Acuant and Cloudcheck and it is expected that these costs will continue into the next year.

Due to the size and nature of acquisition and integration costs, management consider that they do not reflect the Group’s trading

performance and so are adjusted to ensure consistency between periods.

(d) Costs associated with team member reorganisations relate to exit costs of personnel leaving the business on an involuntary basis,
either as a result of integrating acquisitions or due to reorganisations within our operating divisions. Due to the nature of these
costs, management deem them to be exceptional in order to better reflect our underlying performance. Exit costs outside of these
circumstances are treated as an operating expense.

(e) During the prior year £79,000 was recognised as an impairment expense relating to the goodwill in the e-Ware Interactive cash-
generating unit, and £75,000 relating to the goodwill in the Transactis cash-generating unit. Refer to note 14 for further details.

(f) In the year to 31 March 2021, adjustments were made to the contingent consideration previously recognised as due to the sellers
of IDology due to an unrecognised payroll tax credit in the State of Georgia of £747,000. The Group agreed to settle this liability
with the sellers early, in exchange for a reduction of £50,000 in the amount payable.

(g) The contingent consideration liabilities related to IDology and Cloudcheck are based on the US dollar and New Zealand dollar

respectively. As a result, the liabilities were retranslated at the balance sheet date with a loss of £157,000 (2021: gain £452,000)
being treated as an exceptional item.

(h) During the prior year, the business disposed of its Marketing Services and Employ and Comply businesses which resulted in an overall

profit on disposal. The profit recognised on disposal of Employ and Comply was £2,578,000. The loss on disposal of Marketing
Services was £1,175,000. Refer to note 34 for further details. In the year to 31 March 2022, additional costs of £330,000 were
incurred in relation to the finalisation of the disposal of these businesses.

The total cash net outflow during the year as a result of exceptional items was £3,276,000 (2021: £4,556,000 inflow). The tax impact
of the exceptional items was a tax credit of £1,274,000 (2021: tax charge of £818,000).

132

133

Financial statementsGBG Annual Report and Accounts 2022GBG Annual Report and Accounts 2022Notes to the consolidated
financial statements continued

8. Team member costs and Directors’ emoluments

a) Team member costs (including Directors)

Wages and salaries including commission and bonuses
Social security costs
Other pension costs
Share-based payments

The average monthly number of team members during the year within each category was as follows:

Technology
General and administration
Sales and marketing

b) Directors’ emoluments

Wages and salaries
Pension
Bonuses

Aggregate gains made by Directors on the exercise of share options

2022
£’000

79,515
7,666
3,457
5,028

95,666

2022
No.

381
169
548

1,098

2022
£’000

1,919
–
1,473

3,392

3,167

2021
£’000

69,301
6,140
2,799
5,170

83,410

2021
No.

352
135
560

1,047

2021
£’000

1,526
74
1,448

3,048

2,611

All Directors have now reached the maximum level permitted for a personal pension plan and therefore receive a direct payment in lieu
of their pension entitlement.

The remuneration for the highest paid Director was as follows:

Wages and salaries
Bonus

2022
£’000

606
706

1,312

2021
£’000

606
723

1,329

The highest paid Director has reached the maximum level permitted for a personal pension plan and receives a direct payment in lieu of
his pension entitlement, which was £88,823 (2021: £88,253). The number of share options granted during the year for the highest paid
Director was 222,662 (2021: 173,267) and the number of share options exercised during the year was 330,812 (2021: 241,000).

134

9. Finance revenue

Bank interest receivable
Interest income on multi-year contracts

10. Finance costs

Bank interest payable
Interest on long service award
Amortisation of bank loan fees
Lease liability interest

11. Taxation

a) Tax on profit
The tax charge in the Consolidated Statement of Profit or Loss for the year is as follows:

Current income tax
UK corporation tax on profit for the year
Amounts overprovided in previous years
Foreign tax

Deferred tax
Origination and reversal of temporary differences
Amounts underprovided in previous years
Impact of change in tax rates

Tax charge in the Consolidated Statement of Profit or Loss

2022
£’000

10
30

2022
£’000

1,400
9
252
133

1,794

2022
£’000

3,841
(387)
8,681

12,135

(7,154)
1,045
364

(5,745)

6,390

2021
£’000

20
100

120

2021
£’000

957
12
193
198

1,360

2021
£’000

3,841
(388)
8,958

12,411

(5,217)
311
(120)

(5,026)

7,385

135

Financial statementsGBG Annual Report and Accounts 2022GBG Annual Report and Accounts 2022Notes to the consolidated
financial statements continued

11. Taxation continued

b) Reconciliation of the total tax charge
The profit before tax multiplied by the standard rate of corporation tax in the UK would result in a tax charge as explained below:

11. Taxation continued

c) Deferred tax continued
Deferred tax asset continued
The movement on the deferred tax asset of the Group is as follows:

Consolidated profit before tax

Consolidated profit before tax multiplied by the standard rate
of corporation tax in the UK of 19% (2021: 19%)
Effect of:
Permanent differences
Non-taxable income
Rate changes
Recognition of previously unrecognised deferred tax assets
Disposal of businesses
Adjustments in respect of prior years
Research and development incentives
Patent Box relief
Share option relief
Effect of higher taxes on overseas earnings

Total tax charge reported in the Consolidated Statement of Profit or Loss

2022
£’000

2021
£’000

21,653

34,263

4,114

6,510

753
(30)
364
(142)
–
657
(113)
(571)
623
735

6,390

157
–
(100)
(261)
480
(77)
(69)
(579)
39
1,285

7,385

Opening balance
Acquired on acquisition
Foreign currency adjustments
Impact of change in tax rates
Origination and reversal of temporary differences

2022
£’000

7,676
14,695
309
397
(1,217)

21,860

2021
£’000

6,294
–
83
–
1,299

7,676

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 £17,828,000 (2021: £2,914,000) and
unrecognised capital losses of £2,579,000 (2021: £2,257,000). Refer to 11d below for details of movement in the year.

Deferred tax liability
The deferred tax liability of the Group is as follows:

The Group’s reported effective tax rate for the year was 29.5% (2021: 21.6%). After adjusting for the impact of amortisation of acquired
intangibles, equity-settled share-based payments and exceptional items, the adjusted effective tax rate was 22.1% (2021: 21.5%). These
measures are defined in the non-GAAP measures section on pages 184 to 187.

c) Deferred tax
Deferred tax asset
The recognised and unrecognised potential deferred tax asset of the Group is as follows:

Intangible assets
Land and buildings
Leases
Accelerated capital allowances

Recognised

Unrecognised

2022
£’000

7,613
1,963
280
1,413
284
2,315
2,765
371
–
4,856

21,860

2021
£’000

1,278
3,112
273
558
189
–
1,888
228
–
150

7,676

2022
£’000

1,296
–
–
–
–
–
–
–
564
4,276

6,136

2021
£’000

–
–
–
–
–
–
–
–
429
410

839

The movement on the deferred tax liability of the Group is as follows:

Opening balance
Acquired on acquisition
Foreign currency adjustments
Origination and reversal of temporary differences
Impact of change in tax rates

Decelerated capital allowances
Share options
Long service award
Accrued bonuses
Provision for bad debt
Interest
Other temporary differences
Leases
Capital losses
Trading losses

136

2022
£’000

63,466
344
243
786

64,839

2022
£’000

22,120
46,899
1,199
(6,138)
759

64,839

2021
£’000

21,518
159
183
260

22,120

2021
£’000

27,155
1,000
(1,532)
(4,398)
(105)

22,120

137

Financial statementsGBG Annual Report and Accounts 2022GBG Annual Report and Accounts 2022Notes to the consolidated
financial statements continued

11. Taxation continued

13. Earnings per ordinary share from continuing operations

d) Tax losses
The Group has carried forward trading losses at 31 March 2022 of £38,865,000 (2021: £2,914,000). The principal reasons for the
increase in the year are:

• Losses from entities acquired during the year of £22,433,000

• In the prior year, a provisional 80% reduction (£11,574,000) was applied to the losses related to the Marketing Services business

following the disposal of part of the business. This was subject to final assessment as part of the submission of the UK tax return which
was completed during the year. Following this assessment, it was concluded that the reduction was not required and so this has been
removed in the current year.

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 capital losses carried forward at 31 March 2022 of £2,257,000 (2021: £2,257,000), 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 £5,184,000 (2021: £nil)

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 24.7% (2021: 24.9%), for Loqate Inc the rate is 25.3% (2021: 25.8%) and for Acuant Inc the rate is 24.8%.

f) Future change in United Kingdom tax rate
On 3 March 2021, the UK Government announced that effective 1 April 2023 the UK corporation rate will increase from 19% to 25%.
This change was substantively enacted on 24 May 2021 and therefore the UK deferred tax assets and liabilities have been adjusted to
reflect the change of rate for the amounts expected to unwind after 1 April 2023. This resulted in an additional charge in the period of
£482,000.

g) Unremitted earnings
The Group’s foreign subsidiaries have unremitted earnings of £33,528,000 (2021: £31,150,000), resulting in temporary differences
of £29,000 (2021: £21,000) 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

Declared and paid during the year
Final dividend for 2021 paid in July 2021: 3.40p (interim dividend for 2021 paid in January 2021: 3.00p)

Proposed for approval at AGM (not recognised as a liability at 31 March)
Final dividend for 2022: 3.81p (2021: 3.40p)

2022
£’000

2021
£’000

6,677

5,885

9,596

6,674

Profit attributable to equity holders of the Company
from continuing operations

Basic
2022
pence per
share

Basic
2021
pence per
share

Diluted
2022
pence per
share

Diluted
2021
pence per
share

7.1

13.8

6.9

13.5

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.

Basic weighted average number of shares in issue
Dilutive effect of share options

Diluted weighted average number of shares in issue

2022
No.

2021
No.

216,155,932
4,339,614

195,224,730
3,281,173

220,495,546

198,505,903

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.

Adjusted operating profit
Less net finance costs
Less adjusted tax

Adjusted earnings

Basic
2022
pence
per share

Diluted
2022
pence
per share

27.2
(0.8)
(5.8)

20.6

26.7
(0.8)
(5.7)

20.2

2022
£’000

58,839
(1,754)
(12,587)

44,498

Restated1
Basic
2021
pence
per share

29.7
(0.6)
(6.3)

22.8

Diluted
2021
pence
per share

29.2
(0.6)
(6.2)

22.4

2021
£’000

57,896
(1,240)
(12,175)

44,481

1 Since the 31 March 2021 financial statements were produced, the Group has decided to amend the adjusted earnings per share calculation so that an adjusted tax charge is used
rather than the full reported tax charge. The calculation of the adjusted tax charge is consistent with the calculation of adjusted operating profit and therefore excludes the impact
on tax of amortisation of acquired intangibles, equity-settled share-based payments and exceptional items.

This has resulted in a restatement of the comparative figures for the year to 31 March 2021.

The impact of the prior year restatement on the year to 31 March 2021 was a decrease to adjusted earnings of £4,790,000 and a
decrease to adjusted basic earnings per share for the period and adjusted diluted earnings per share for the period of 2.4p and 2.4p
respectively.

138

139

Financial statementsGBG Annual Report and Accounts 2022GBG Annual Report and Accounts 2022Notes to the consolidated
financial statements continued

14. Goodwill

15. Intangible assets

Cost
At 1 April
Additions – business combinations (note 34)
Sale of business disposals
Foreign currency adjustment

At 31 March

Impairment
At 1 April
Impairment

At 31 March

Net book value
At 31 March

2022
£’000

2021
£’000

286,505
413,200
–
14,080

303,262
141
(2,529)
(14,369)

713,785

286,505

154
–

154

–
154

154

713,631

286,351

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 Limited, IDology Inc, Investigate 2020 Limited, Acuant Intermediate Holding Corp and Verifi Identity
Services Limited. Under UK-adopted international accounting standards, goodwill is not amortised and is tested annually for impairment
(see below).

The impairment of £154,000 during the prior year ended 31 March 2021 is in respect of:

• £75,000 for the Transactis CGU. Following the disposal of part of the Marketing Services business detailed in note 34, the future cash

flows from the remaining part of the Marketing Services business were not sufficient to support the carrying value of the acquired
goodwill.

• £79,000 for the e-Ware Interactive CGU. The remaining value in use was based on the single remaining customer from that acquisition.

During the prior year this customer cancelled their contract and as a result the full amount of goodwill in the Group was impaired.

Customer
relationships
£’000

Software
technology
£’000

Non-
compete
clauses
£’000

Total
acquired
intangibles
£’000

Purchased
software
£’000

Internally
developed
software
£’000

Cost
At 1 April 2020
Foreign currency adjustment
Additions – business combinations (note 34)
Additions – purchased software
Disposals (other than sale of businesses)
Sale of business disposals

120,135
(5,577)
–
–
–
(4,842)

33,175
(1,400)
4,620
–
–
(1,446)

4,877
(434)
645
–
–
–

158,187
(7,411)
5,265
–
–
(6,288)

At 31 March 2021

109,716

34,949

5,088

149,753

Foreign currency adjustment
Additions – business combinations (note 34)
Additions – purchased software
Disposals (other than sale of businesses)

4,252
51,524
–
–

2,379
132,890
–
–

200
–
–
–

6,831
184,414
–
–

2,178
(2)
–
283
(705)
–

1,754

18
193
120
(208)

Total
£’000

161,577
(7,413)
5,265
283
(705)
(6,288)

152,719

1,212
–
–
–
–
–

1,212

–
–
–
(687)

6,849
184,607
120
(895)

At 31 March 2022

165,492

170,218

5,288

340,998

1,877

525

343,400

Amortisation and impairment
At 1 April 2020
Foreign currency adjustment
Amortisation during the year
Disposals (other than sale of businesses)
Sale of business disposals

28,824
(783)
11,682
–
(3,375)

17,071
(391)
5,070
–
(1,446)

1,425
(138)
919
–
–

47,320
(1,312)
17,671
–
(4,821)

At 31 March 2021

36,348

20,304

2,206

58,858

Foreign currency adjustment
Amortisation during the year
Disposals (other than sale of businesses)

1,211
12,442
–

667
11,261
–

119
1,032
–

1,997
24,735
–

1,802
(3)
243
(705)
–

1,337

(14)
233
(201)

1,212
–
–
–
–

1,212

50,334
(1,315)
17,914
(705)
(4,821)

61,407

–
–
(687)

1,983
24,968
(888)

At 31 March 2022

50,001

32,232

3,357

85,590

1,355

525

87,470

Net book value
At 31 March 2022

At 31 March 2021

At 1 April 2020

115,491

137,986

1,931

255,408

73,368

91,311

14,645

16,104

2,882

3,452

90,895

110,867

522

417

376

–

255,930

91,312

111,243

140

141

Financial statementsGBG Annual Report and Accounts 2022GBG Annual Report and Accounts 2022
Notes to the consolidated
financial statements continued

15. Intangible assets continued

16. Impairment continued

DecTech Solutions Pty Ltd
CDMS Limited
Loqate Inc
ID Scan Biometrics Limited
Postcode Anywhere (Holdings) Limited
VIX Verify Global Pty Limited
IDology Inc
Investigate 2020 Limited
Acuant Intermediate Holding Corp
Verifi Identity Services Limited

16. Impairment

Carrying
value of
customer
relationship
£’000

Remaining
amortisation
period
Years

Carrying
value of
technology
£’000

Remaining
amortisation
period
Years

921
192
668
1,665
12,639
4,969
43,854
–
47,457
3,126

115,491

2.08
2.58
3.08
4.25
5.08
6.50
6.83
–
9.67
9.83

–
–
–
–
96
346
5,734
3,465
126,667
1,678

137,986

–
–
–
–
0.08
1.50
1.83
3.75
5.88
4.83

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 eight CGUs as follows:

• Location CGU (represented by the Location operating segment excluding the Loqate Unit)

• Identity CGU (represented by the Identity operating segment excluding the IDology Unit, VIX Verify Unit, Acuant Unit and Cloudcheck Unit)

• Fraud CGU (represented by the Fraud operating segment excluding the CAFs Unit)

• Loqate CGU (part of the Location operating segment)

• VIX Verify CGU (part of the Identity operating segment)

• IDology CGU (part of the Identity operating segment)

• CAFs CGU (part of the Fraud operating segment)

• Transactis CGU (included in Other operating segment)

Where there are no indicators of impairment on the goodwill and acquired intangibles arising through business combinations made during
the year, they are tested for impairment no later than the first anniversary following acquisition.

Carrying amount of goodwill and acquired intangible assets allocated to CGUs

Location Unit
Identity Unit
Fraud Unit
Loqate Unit
VIX Verify Unit
IDology Unit
CAFS Unit
Transactis Unit
Acuant Unit *
Cloudcheck Unit *

2022

Acquired
intangibles
£’000

12,725
1,665
3,841
679
5,314
51,143
922
192
174,122
4,805

Goodwill
£’000

53,992
35,058
3,181
7,333
16,385
164,051
14,941
427
407,728
10,535

Total
£’000

66,717
36,723
7,022
8,012
21,699
215,194
15,863
619
581,850
15,340

Goodwill
£’000

53,992
35,058
3,181
7,002
15,859
156,371
14,461
427
–
–

713,631

255,408

969,039

286,351

2021

Acquired
intangibles
£’000

16,643
2,056
4,990
844
6,118
58,656
1,321
267
–
–

90,895

Total
£’000

70,635
37,114
8,171
7,846
21,977
215,027
15,782
694
–
–

377,246

* The goodwill and acquired intangible assets in relation to the Acuant and Cloudcheck acquisitions made during the year remains unallocated to a CGU at 31 March 2022.

Management will formalise the allocation to a specific CGU in the forthcoming financial year once the integration of the acquisitions and associated allocation of overheads and
synergies across the Group are finalised. The unallocated goodwill has been reviewed for impairment indicators by comparison of forecasts used to determine the purchase price to
actual results and revised forecasts as at 31 March 2022. No impairment indicators were identified. Both acquisitions will be formally tested for impairment on the first anniversary
following acquisition.

Key assumptions used in value in use calculations
The Group prepares cash flow forecasts using budgets and forecasts approved by the Directors covering a five-year period and an
appropriate extrapolation of cash flows beyond this using a long-term average growth rate. The long-term average growth rate is not
greater than the average long-term retail growth rate in the territory where the CGU is based UK – 2.0%; USA – 2.0%; Australia – 2.5%
(2021: UK – 1.9%; USA – 2.2%; Australia – 3.0%).

The key assumptions for value in use calculations are those regarding the forecast cash flows, discount rates and growth rates. 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.

Location Unit
Identity Unit
Fraud Unit
Loqate Unit
VIX Verify Unit
IDology Unit
CAFs Unit
Transactis Unit

2022

2021

Pre-tax
discount rate
%

Growth rate
(in perpetuity)
%

Pre-tax
discount rate
%

Growth rate
(in perpetuity)
%

12.3%
12.3%
12.3%
12.4%
14.3%
12.4%
14.3%
12.3%

2.0%
2.0%
2.0%
2.0%
2.5%
2.0%
2.5%
–

11.1%
11.1%
11.1%
12.0%
13.7%
12.0%
13.7%
11.1%

1.9%
1.9%
1.9%
2.2%
3.0%
2.2%
3.0%
–

142

143

Financial statementsGBG Annual Report and Accounts 2022GBG Annual Report and Accounts 2022Notes to the consolidated
financial statements continued

16. Impairment continued

Key assumptions used in value in use calculations continued

The Group has considered the impact of changes in future cash flows and key assumptions on the base case value in use model, to
create a sensitised value in use model. This has been included applying the cumulative impact of:

• Increasing pre-tax discount rates by 50bps, to reflect potential increases in government bond yields and associated risk-free rates

• Decreasing long-term growth rates by 50bps, to reflect a worse than predicted long-term global economic outlook

• Increasing foreign exchange rates by 0.10, to reflect a worse than predicted depreciation in GBP; and

• Restricting year-on-year operating profit margin by 5%, to reflect the risk that future operational growth and efficiency improvements

are not achieved

It was concluded that the sensitised value in use model does not result in impairment.

The headroom (i.e. the excess of the value of discounted future cash flows over the carrying amount of the CGU) under both the base
case and sensitised worst-case scenario is below:

Location Unit
Identity Unit
Fraud Unit
Loqate Unit
VIX Verify Unit
IDology Unit
CAFs Unit
Transactis Unit

2022

2021

Base case1
£’000

Sensitised2
£’000

Base case1
£’000

Sensitised2
£’000

122,106
16,927
33,740
21,488
14,933
123,280
18,921
762

101,303
10,143
28,719
14,973
8,838
61,508
12,333
682

203,725
148,690
56,117
50,085
22,629
57,487
14,976
–

173,378
123,150
47,476
39,221
15,224
6,422
9,696
–

1 The excess of the recoverable amount over the carrying amount of the CGU before applying sensitivities
2 Headroom after adjusting future cash flows and key assumptions to create a sensitised ‘worst-case’ value in use model

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. This has been included for illustrative purposes and does not reflect a
reasonably foreseeable change in assumptions:

Location Unit
Identity Unit
Fraud Unit
Loqate Unit
VIX Verify Unit
IDology Unit
CAFs Unit
Transactis Unit

2022

2021

Pre-tax
discount
rate

Forecast
profit/(loss)
margins

Foreign
exchange
rates

Pre-tax
discount
rate

Forecast
profit/(loss)
margins

Foreign
exchange
rates

29.7%
16.7%
66.5%
40.1%
22.4%
18.1%
27.6%
88.7%

(64.0)%
(30.0)%
(82.0)%
(73.0)%
(41.0)%
(36.0)%
(53.0)%
(55.0)%

n/a
n/a
n/a
2.46
2.82
2.13
2.78
n/a

36.6%
46.9%
75.2%
79.4%
24.6%
14.5%
22.4%
n/a

(74.0)%
(80.0)%
(87.0)%
(86.0)%
(51.0)%
(21.0)%
(49.0)%
n/a

n/a
n/a
n/a
10.04
3.63
1.72
3.49
n/a

The Directors do not believe that any reasonably possible changes in the value of the key assumptions noted above would cause the CGU
carrying amount to exceed its recoverable amount.

144

17. Property, plant and equipment

Cost
At 1 April 2020
Additions
Disposals (other than sale of businesses)
Sale of business disposals
Foreign currency adjustment

At 31 March 2021

Additions
Acquired on acquisition
Disposals (other than sale of businesses)
Foreign currency adjustment

At 31 March 2022

Depreciation and impairment
At 1 April 2020
Provided during the year
Disposals (other than sale of businesses)
Sale of business disposals
Foreign currency adjustment

At 31 March 2021

Provided during the year
Disposals (other than sale of businesses)
Foreign currency adjustment

At 31 March 2022

Net book value
At 31 March 2022

At 31 March 2021

At 1 April 2020

Property
£’000

Plant and
equipment
£’000

1,251
–
–
–
–

1,251

–
–
–
–

9,219
455
(145)
(514)
(46)

8,969

1,611
826
(1,055)
96

1,251

10,447

61
19
–
–
–

19
–
–

1,152

1,171

1,190

5,756
1,414
(145)
(504)
(87)

6,434

1,512
(1,021)
73

6,998

3,449

2,535

3,463

Total
£’000

10,470
455
(145)
(514)
(46)

10,220

1,611
826
(1,055)
96

11,698

5,817
1,433
(145)
(504)
(87)

6,514

1,531
(1,021)
73

7,097

4,601

3,706

4,653

145

Financial statementsGBG Annual Report and Accounts 2022GBG Annual Report and Accounts 2022Notes to the consolidated
financial statements continued

18. Right-of-use assets

19. Investments continued

Cost
At 1 April 2020
Additions
Disposals (other than sale of business)
Sale of business disposals
Foreign currency adjustment

At 31 March 2021

Additions
Acquired on acquisition
Disposals (other than sale of business)
Foreign currency adjustment

At 31 March 2022

Depreciation and impairment
At 1 April 2020
Provided during the year
Disposals (other than sale of businesses)
Sale of business disposals
Foreign currency adjustment

At 31 March 2021

Provided during the year
Disposals (other than sale of businesses)
Foreign currency adjustment

At 31 March 2022

Net book value
At 31 March 2022

At 31 March 2021

At 1 April 2020

Right-of-use
assets
£’000

10,117
504
(912)
(704)
(91)

8,914

245
892
(1,454)
222

8,819

5,350
1,838
(910)
(444)
(151)

5,683

1,593
(1,360)
161

6,077

2,742

3,231

4,767

Total
£’000

10,117
504
(912)
(704)
(91)

8,914

245
892
(1,454)
222

8,819

5,350
1,838
(910)
(444)
(151)

5,683

1,593
(1,360)
161

6,077

2,742

3,231

4,767

The underlying class of assets and their net book values are leasehold property £2,732,000 (2021: £3,216,000) and equipment £10,000
(2021: £15,000).

19. Investments

Cost
At 1 April
Acquisition of investment
Acquired on acquisition

At 31 March

2022
£’000

2,288
–
38

2,326

2021
£’000

–
2,288
–

2,288

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:

Name of company

Proportion
of voting
rights and
shares held

Country of
incorporation

Registered office address

Capscan Parent Limited2

100%

United Kingdom The Foundation, Herons Way, Chester Business Park,

Chester CH4 9GB

Capscan Limited1, 2

100%

United Kingdom The Foundation, Herons Way, Chester Business Park,

Chester CH4 9GB

Data Discoveries Holdings Limited2
Data Discoveries Limited1, 2
Managed Analytics Limited1, 2
e-Ware Interactive Limited2

100%
100%
100%
100%

United Kingdom Titanium 1, King’s Inch Place, Renfrew, Scotland, PA4 8WF
United Kingdom Titanium 1, King’s Inch Place, Renfrew, Scotland, PA4 8WF
United Kingdom Titanium 1, King’s Inch Place, Renfrew, Scotland, PA4 8WF
United Kingdom The Foundation, Herons Way, Chester Business Park,

Chester CH4 9GB

GB Mailing Systems Limited2

100%

United Kingdom The Foundation, Herons Way, Chester Business Park,

Chester CH4 9GB

Citizensafe Limited2

100%

United Kingdom The Foundation, Herons Way, Chester Business Park,

Chester CH4 9GB

Farebase Limited2

100%

United Kingdom The Foundation, Herons Way, Chester Business Park,

Chester CH4 9GB

TMG.tv Limited2

100%

United Kingdom The Foundation, Herons Way, Chester Business Park,

Chester CH4 9GB

CRD (UK) Limited2

100%

United Kingdom The Foundation, Herons Way, Chester Business Park,

Postcode Anywhere (Holdings)
Limited2
Postcode Anywhere (Europe)
Limited2
Postcode Anywhere
(North America) Limited2
GBG (Australia) Holding Pty Ltd
GBG (Australia) Pty Ltd1
VIX Verify Global Pty Ltd1
GBG (Malaysia) Sdn Bhd1

GBG (Europe) SL1

迪安科1

Loqate Inc.
Loqate Limited1, 2

IDology Inc.
ID Scan Biometrics Limited2

IDscan Research Bilisim Teknolojileri
Sanayi Ve Ticaret Limited Sirketi
UAB IDscan Biometrics R&D2
Transactis Limited1, 2

Chester CH4 9GB

100%

United Kingdom The Foundation, Herons Way, Chester Business Park,

Chester CH4 9GB

100%

United Kingdom The Foundation, Herons Way, Chester Business Park,

Chester CH4 9GB

100%

United Kingdom The Foundation, Herons Way, Chester Business Park,

100%
100%
100%
100%

100%

100%
100%

100%

100%
100%

Australia
Australia
Australia
Malaysia

Chester CH4 9GB
Acclime Australia, 58 Gipps Street, Collingwood, VIC 3066
Acclime Australia, 58 Gipps Street, Collingwood, VIC 3066
Acclime Australia, 58 Gipps Street, Collingwood, VIC 3066
Level 7 Menara Millenium, Jalan Damanlela Pusat Bandar,
Damansara Heights, 50490 Kuala Lumpur, Wilayah Persekutuan
08002-Barcelona, Edifici The Triangle, 4th Floor,
Placa de Catalunya, Barcelona
Room 1714, Building 4, China Investment Center,
No.9 Guangan Road, Fengtai District, Beijing
United States
805 Veterans Blvd Ste 305, Redwood City CA 94063
United Kingdom The Foundation, Herons Way, Chester Business Park,

China

Spain

United States
United Kingdom The Foundation, Herons Way, Chester Business Park,

Chester CH4 9GB
900 Old Roswell Lakes, Parkway, Suite 310, Roswell, Georgia 30076

Turkey

Chester CH4 9GB
Mersin Universitesi Çiftlikköy Kampüsü, Teknopark İdari Bina No:
106 Yenişehir – Mersin
Lithuania
Kauno m. Kauno m. I. Kanto g. 18-4B
United Kingdom The Foundation, Herons Way, Chester Business Park,

Chester CH4 9GB

Inkfish Limited1, 2

100%

United Kingdom The Foundation, Herons Way, Chester Business Park,

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.

GBG ANZ Pty Ltd1

100%

Australia

146

Chester CH4 9GB

Co Sec Consulting Pty Ltd, 58 Gipps Street, Collingwood,
Victoria 3066

147

Financial statementsGBG Annual Report and Accounts 2022GBG Annual Report and Accounts 2022Notes to the consolidated
financial statements continued

19. Investments continued

Name of company

GreenID Limited1

Proportion
of voting
rights and
shares held

Country of
incorporation

100%

New Zealand

Mastersoft Group Pty Ltd1

100%

Australia

Mastersoft (New Zealand) Ltd1

100%

New Zealand

VIX Verify International Pty Ltd1

100%

Australia

GBG (Singapore) Pte Ltd

100%

Singapore

VIX Verify SA (Pty) Ltd1

100%

South Africa

PT Fraud Solutions Indonesia1

100%

Indonesia

Registered office address

Moore Stephens Markhams Wellington Limited, Level 11 Sovereign
House, 34-42 Manners Street, Wellington 6011
Co Sec Consulting Pty Ltd, 58 Gipps Street, Collingwood,
Victoria 3066
Moore Stephens Markhams Wellington Limited, Level 11 Sovereign
House, 34-42 Manners Street, Wellington 6011
Co Sec Consulting Pty Ltd, 58 Gipps Street, Collingwood,
Victoria 3066
C/O S.S. Corporate Management Pte. Ltd, 138 Cecil Street,
#12-01A Cecil Court, 069538
C/O Eversheds Sutherland, 3rd Floor, 54, Melrose Boulevard,
Melrose Arch, Melrose North, 2196, Johannesburg
Karinda Building, 2nd Floor, Suite 4, RT/RW.004/002,
JL.Palmerah Selatan No. 30A, Kel. Gelora, Kec. Tanah Abang,
Central Jakarta

Investigate 2020 Ltd2

100%

United Kingdom The Foundation, Herons Way, Chester Business Park,

GBG (US) Holdings LLC

100%

United States

Acuant Intermediate Holding Corp1

100%

United States

Acuant Holding Corp1

100%

United States

Looking Glass I Holdings Inc1

100%

United States

Chester CH4 9GB
Corporation Trust Center, 1209 Orange Street, Wilmington, 19801,
Delaware
Corporation Trust Center, 1209 Orange Street, Wilmington, 19801,
Delaware
Corporation Trust Center, 1209 Orange Street, Wilmington, 19801,
Delaware
Corporation Trust Center, 1209 Orange Street, Wilmington, 19801,
Delaware

Acuant UK Limited1
HS Thailand UK Ltd1
Hello Soda (Thailand) Company
Limited1
Hello Soda Inc1

Hello Soda International LLC1
Acuant Inc1

Acuant Israel1
IdentityMind Global Inc1
Acuant Mexico S de RL de CV1
Verifi Identity Services Limited1
Verifi International Limited1

100%
100%
100%

United Kingdom 3rd Floor 1 Ashley Road, Altrincham, Cheshire, WA14 2DT
United Kingdom 3rd Floor 1 Ashley Road, Altrincham, Cheshire, WA14 2DT
Thailand

1108/31 Sukhumvit Road, Phrakanong, Klongtoey, Bangkok 10110,

100%

United States

100%
100%

100%
100%
100%
100%
100%

United States
United States

Israel
United States
Mexico
New Zealand
New Zealand

National Registered Agent Inc, Corporation Trust Centre,
1209 Orange Street, Wilmington DE 19801
6080 Center Drive, Suite 850, Los Angeles, California
Corporation Trust Center, 1209 Orange Street, Wilmington, 19801,
Delaware
Ha-Mefalsim St 12, Petah Tikva, 4951421
Corporation Trust Center, 1209 Orange St DE
Lago Alberto 442 Int 403 Suit 572 Col. ANAHUAC II SECCION
Level 2, 48 High Street, Auckland, 1010
Level 2, 48 High Street, Auckland, 1010

GB Group plc also hold branches in Dubai, Germany, Australia and New Zealand.

Under section 479A of the Companies Act 2006, the Group is claiming exemption from audit for the subsidiary company - Investigate
2020 Ltd. The parent undertaking, GB Group plc, registered number 02415211 guarantees all outstanding liabilities to which the
subsidiary company is subject at the end of the financial year (being the period ended 31 August 2021). The guarantee is enforceable
against the parent undertaking by any person to whom the subsidiary company is liable in respect of those liabilities.

19. 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 and
shares held

Country of
incorporation

Registered office address

0.32%
10.53%
1.00%

United States
Singapore
United Kingdom C/O Azets, Compass House, Vision Park, Histon, Cambridge,

215 Park Avenue South New York, NY, 10003
111 North Bridge Road #08-18, Peninsula Plaza, 179098

Cambridgeshire, CB24 9AD

Name of company

Payfone Inc.1, 3
CredoLab Pte Ltd
Zenoo Ltd1

1 held indirectly
2 dormant companies
3 held at zero value

20. Trade and other receivables

Trade receivables
Allowance for unrecoverable amounts

Net trade receivables
Prepayments
Accrued income

2022
£’000

59,557
(3,968)

55,589
10,561
3,565

69,715

2021
£’000

48,883
(3,600)

45,283
8,211
5,123

58,617

Expected credit loss allowance for trade receivables
The Group applies the IFRS 9 simplified approach to measuring expected credit loses 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 historic 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.

31 March 2022

Gross carrying amount
Expected credit loss

Net carrying amount
% of total

Trade receivables

Days past due

Current
£’000

33,818
(614)

33,204
60%

< 30 days
£’000

31 – 60 days
£’000

61 – 90 days
£’000

> 90 days
£’000

15,233
(322)

14,911
27%

3,862
(162)

3,700
7%

1,787
(106)

1,681
3%

4,857
(2,764)

2,093
3%

Total
£’000

59,557
(3,968)

55,589
100%

148

149

Financial statementsGBG Annual Report and Accounts 2022GBG Annual Report and Accounts 2022Notes to the consolidated
financial statements continued

20. Trade and other receivables continued

Expected credit loss allowance for trade receivables continued

31 March 2021

Gross carrying amount
Expected credit loss

Net carrying amount
% of total

Current
£’000

30,280
(338)

29,942
66%

Trade receivables

Days past due

< 30 days
£’000

31 – 60 days
£’000

61 – 90 days
£’000

> 90 days
£’000

9,125
(338)

8,787
19%

3,246
(188)

3,058
7%

1,269
(128)

1,141
3%

Set out below is the movement in the allowance for expected credit losses of trade receivables:

Balance at 1 April
On acquisition
Increase in provision
Covid-19 provision
Write-offs
Release
Foreign exchange

Total
£’000

48,883
(3,600)

45,283
100%

2021
£’000

4,065
–
1,924
28
(512)
(1,927)
22

3,600

4,963
(2,608)

2,355
5%

2022
£’000

3,600
935
1,896
(757)
(409)
(1,348)
51

3,968

The amount disclosed in note 5 of £209,000 credit (2021: £25,000 charge), relates to the increase in provision, movement of the
Covid-19 provision and the amount released in the year.

Sensitivities
A change in the expected credit loss percentage applied to each ageing category of 1% would increase/decrease the overall provision
by £596,000 (2021: £489,000) at the year-end.

21. Cash

Cash at bank and in hand

Cash at bank earns interest at floating rates based on daily bank deposit rates.

2022
£’000

22,302

2021
£’000

21,135

22. Equity share capital

Authorised
251,869,601 (2021: 196,303,554) ordinary shares of 2.5p each

Issued
Allotted, called up and fully paid
Share premium

Number of shares in issue at 1 April
Issued on placing
Issued in relation to acquisition of subsidiary
Issued in relation to acquisition of financial instrument
Issued on exercise of share options

Number of shares in issue at 31 March

2022
£’000

2021
£’000

6,297

4,908

6,297
566,769

4,908
267,627

573,066

272,535

2022
No.

2021
No.

196,303,554
42,068,965
12,586,127
–
910,955

194,193,861
–
446,784
321,882
1,341,027

251,869,601

196,303,554

Number of shares issued at 1 April
Consideration in exchange for acquisition
of financial instrument
Consideration in exchange for acquisition
of subsidiary
Consideration received on exercise
of share options

Share
capital
£’000

2022

Share
premium
£’000

Total
£’000

Share
capital
£’000

2021

Share
premium
£’000

Total
£’000

4,908

267,627

272,535

4,855

261,648

266,503

–

1,366

298,168

299,534

974

997

2,280

2,288

646

657

3,053

3,087

Number of shares in issue at 31 March

6,297

566,769

573,066

4,908

267,627

272,535

During the year to 31 March 2022, the Acuant acquisition was part funded by the issue of 54,074,324 shares in the Company.
42,068,965 shares were issued through an equity placing to raise £305,000,000 to fund the cash consideration and 12,005,359 shares
were issued as share consideration directly to the sellers. Please refer to note 34 for details. The costs associated with the issue of shares
in the year was £5,780,000. In addition to the £299,519,000 recognised within share capital and share premium, in accordance with the
requirements of section 612 of the Companies Act 2006, £86,739,000 has been recognised within the merger relief reserve.

During the year to 31 March 2022, the Cloudcheck acquisition was part funded by the issue of 580,768 shares in the Company. Please
refer to note 34 for details. The costs associated with the issue of shares in the year was £nil. In addition to the £15,000 recognised within
share capital, in accordance with the requirements of section 612 of the Companies Act 2006, £3,342,000 has been recognised within
the merger relief reserve.

During the year to 31 March 2021, an investment was made into CredoLab Pte Ltd by the Group (and Company) and the consideration
was in the form of 321,882 shares in the Company.

During the year to 31 March 2021, the HooYu acquisition was funded by the issue of 446,784 shares in the Company. Please refer to note
34 for details. In addition to the £657,000 recognised within share capital and share premium, in accordance with the requirements of
section 612 of the Companies Act 2006, £3,343,000 has been recognised within the merger relief reserve.

150

151

Financial statementsGBG Annual Report and Accounts 2022GBG Annual Report and Accounts 2022Notes to the consolidated
financial statements continued

22. Equity share capital continued

24. Lease liabilities

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 December 2020 338,217
shares in the Company were forfeited and subsequently sold on the open market. This resulted in a cash receipt of £2,578,000 net of
fees and commissions related to the forfeiture programme.

In addition, unclaimed dividends related to the forfeited shares totalling £63,000 were repaid to the Company.

Both the receipt from the sale of the forfeited shares and the unclaimed dividends were recognised directly in retained earnings, totalling
£2,641,000.

During the year to 31 March 2022, a number of late claims have been received in relation to previous forfeited shares and unclaimed
dividends. As a result, share forfeiture refunds totalling £29,000 have been paid.

23. Loans

Bank loans
On 18 November 2021, the Group refinanced its existing revolving credit facility and the total was increased to a £175,000,000 multi-
currency facility. This facility is due to expire in July 2025 with two one-year extension options. Total fees paid in relation to the extension
were £1,157,000 which included an arrangement fee of £1,122,000.

At 1 April
Additions
Acquired on acquisition
Sale of business disposals
Accretion of interest
Repayments
Foreign currency adjustment

At 31 March

Analysed as:
Amounts falling due within 12 months
Amounts falling due after one year

25. Trade and other payables

On 22 November 2021, the Group drew down $210,220,000 (£156,748,000) against the new facility in order to part fund the
acquisition of Acuant (see note 34). Subsequent to this drawdown repayments totalling $40,220,000 (£30,106,000) have been
made prior to 31 March 2022.

Trade payables
Other taxes and social security costs
Accruals

During the year to 31 March 2021, loan arrangement fees on the previous revolving credit facility were reclassified to prepayments due
to the loan value being £nil at 31 March 2021 and the net position was therefore an asset rather than a liability. In the year to 31 March
2022 loan arrangement fees have been netted off the loan balance.

The debt bears an interest rate of Sterling Overnight Index Average (‘SONIA’) for British Pound Sterling drawdowns or Secured Overnight
Financing Rate (‘SOFR’) for United States Dollar drawdowns plus a margin of between 1.6% and 2.4% depending on the Group’s current
leverage position.

The loan is secured by a fixed and floating charge over the assets of the Group.

Opening bank loan
New borrowings
Loan arrangement fee
Repayment of borrowings
Loan fees paid for extension
Amortisation of loan fees
Foreign currency translation adjustment
Reclassification of loan fees to prepayments

Closing bank loan

Analysed as:
Amounts falling due within 12 months
Amounts falling due after one year

Analysed as:
Bank loans
Unamortised loan fees

152

2022
£’000

–
156,748
(1,157)
(30,073)
–
129
2,579
–

128,226

–
128,226

128,226

129,254
(1,028)

128,226

2021
£’000

62,139
–

(62,500)
(193)
193
–
361

–

–
–

–

–
–

–

26. Provisions

Provisions can be analysed as follows:
Dilapidation provision (see below)
Long service award (see below)

Dilapidation provision
At 1 April
Disposed as part of businesses
Provided in year
Utilised in year
Released in year
Foreign exchange adjustment

Closing balance

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. During the year, dilapidation charges were agreed
on a property that was exited in the previous year and the remaining provision was released. 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.

153

2022
£’000

3,936
236
971
–
127
(1,969)
70

3,371

1,842
1,529

3,371

2022
£’000

10,558
4,785
34,229

49,572

2022
£’000

345
521

866

404
–
–
(10)
(50)
1

345

2021
£’000

5,725
504
–
(291)
198
(2,252)
52

3,936

1,650
2,286

3,936

2021
£’000

6,345
4,202
30,520

41,067

2021
£’000

404
606

1,010

465
(111)
45
–
–
5

404

Financial statementsGBG Annual Report and Accounts 2022GBG Annual Report and Accounts 2022Notes to the consolidated
financial statements continued

26. Provisions continued

27. Financial instruments and risk management 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.

Foreign currency risk
The Group’s foreign currency exposure arises from:

• Transactions (sales/purchases) denominated in foreign currencies;

2022
£’000

2021
£’000

• 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.

At 1 April
Service cost
Benefits taken
Actuarial gain during the year
Net interest charge

At 31 March

606
85
(52)
(127)
9

521

551
89
(4)
(42)
12

606

The following table lists the inputs to the valuation of the long service award for the years ended 31 March 2022 and 31 March 2021.

Discount rate (%)
Salary increases (%)
Employee turnover (% probability of leaving depending on age)

2022

2021

2.6
4.4
2 – 20%

1.5
3.7
2 – 20%

27. 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. With the
exception of the one-off foreign exchange forward contract that was entered into to fix the rate at which part of the consideration for
the acquisition was paid (see note 34), 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.

Covid-19 assessment
The single largest impact on the Group’s credit risk profile over the last two years was the Covid-19 pandemic. Given the uncertainty
over the ultimate impact on credit risk because of continued government stimulus and protection packages, and how government
strategies would evolve on these protection packages, it was not considered possible to fully reflect the anticipated economic impacts
in the underlying assumptions in a mechanistic approach. The Group therefore responded by calculating an additional level of provision
to overlay the normal ECL calculation. This overlay was based on management judgement taking into account an analysis of trade
receivables broken down into customer sectors, using internal and external forecasts to assess the sectors which were likely to see the
biggest impact of the pandemic, and comparing cash receipts received in the past twelve months for customers in these sectors against
pre-pandemic historical averages.

In the current year, this additional overlay of £757,000 has been released as, it is now over 24 months since the pandemic began,
and the Group has not experienced any significant increase in credit losses during this period even after the cessation of the majority
of government economic support packages, such as furlough in the UK. The past 24 months is considered to be a fair representation
of the potential risk profile for the coming year due to the Covid-19 pandemic.

The maximum exposure to credit risk at the reporting dates is the carrying value of each class of financial assets as disclosed in note 20.

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 £4,477,000
(2021: £1,117,000 decrease). The effect on equity of a 10% decrease in the US Dollar and Sterling exchange rate would be a decrease
of £5,472,000 (2021: £914,000 increase).

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 £5,621,000 (2021: £6,044,000 decrease).
The effect on equity of a 10% decrease in the Australian Dollar and Sterling exchange rate would be an increase of £6,870,000 (2021:
£4,945,000 increase).

Due to the acquisition of Cloudcheck during the year, the Group now 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 £86,000. The effect on equity of a 10% decrease in the New Zealand Dollar and Sterling exchange rate would be an
increase of £105,000.

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 2022:

Foreign currency exposure – Group

USD rate1

EUR rate1

AUD rate1

MYR rate1

CNY rate1

NZD rate1

Change in rate
Effect on profit before tax (£000s)
Change in rate

Effect on profit before tax (£000s)

+10%
392
−10%

(478)

+10%
14
−10%

(17)

+10%
(51)
−10%

+10%
(21)
−10%

+10%
(18)
−10%

+10%
(143)
−10%

175

1 USD = United States Dollar, EUR = Euro, AUD = Australian Dollar, MYR = Malaysian Ringgit, CNY = Chinese Yuan, NZD = New Zealand Dollar

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 bps
would be £323,000 (2021: £nil following the full repayment of loan facilities).

154

155

Financial statementsGBG Annual Report and Accounts 2022GBG Annual Report and Accounts 2022Notes to the consolidated
financial statements continued

27. Financial instruments and risk management 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 23.

The table below summarises the maturity profile of the Group’s financial liabilities based on contractual undiscounted payments and
includes contractual interest payments:

Year ended 31 March 2022

Loans (note 23)
Contingent consideration (note 35)
Lease liabilities (note 24)
Trade and other payables (note 25)

Year ended 31 March 2021

Loans (note 23)
Contingent consideration (note 35)
Lease liabilities (note 24)
Trade and other payables (note 25)

On
demand
£’000

Less than
12 months
£’000

–
–
–
15,343

15,343

–
5,954
1,930
34,229

1 to 5
years
£’000

128,226
2,111
1,589
–

Total
£’000

128,226
8,065
3,519
49,572

42,113

131,926

189,382

On
demand
£’000

Less than
12 months
£’000

–
–
–
10,547

10,547

–
3,662
1,650
30,520

35,832

1 to 5
years
£’000

–
–
2,286
–

2,286

Total
£’000

–
3,662
3,936
41,067

48,665

The balances above represent the contractual undiscounted amounts, and therefore will differ from the amounts presented in the
Statement of Financial Position (which are discounted).

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 23, cash and cash equivalents and equity
attributable to equity holders of the Company, comprising issued capital, reserves and retained earnings.

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 call 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 2022 and
31 March 2021.

Financial instruments: classification and measurement
Set out below is an overview of financial instruments, other than cash and short-term deposits, held by the Group at 31 March:

2022

Amortised
cost
£’000

Fair value
through profit
or loss
£’000

Amortised
cost
£’000

Loans and
receivables
£’000

2021

Fair value
through profit
or loss
£’000

Fair value
through OCI
£’000

–
55,589

55,589

1,529
128,226
–

129,755
49,572
1,842
–
–

51,414

181,169

–
–

–

–
–
1,920

1,920
–
–
–
5,856

5,856

7,776

2,288
–

2,288

–
–
–

–
–
–
–
–

–

–
45,283

45,283

2,286
–
–

2,286
41,067
1,650
–
–

42,717

45,003

–
–

–

–
–
–

–
–
–
–
3,662

3,662

2,288
–

2,288

–
–
–

–
–
–
–
–

–

Financial assets:
Investments
Trade and other receivables

Total current

Total

Financial liabilities:
Lease liabilities
Loans
Contingent consideration

Total non-current
Trade and other payables
Lease liabilities
Loans
Contingent consideration

Total current

Total

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. During the year, a foreign exchange forward contract was entered into to fix the rate at which part of the
consideration for the Acuant acquisition (see note 34) was exchanged at. On settlement of the forward contract a gain of £3,053,000
was recognised in the Consolidated Statement of Profit and Loss (see note 7b).

Financial assets
Trade and other receivables exclude the value of any prepayments or accrued income. Trade and other payables exclude the value
of deferred income.

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
The Group has a multi-currency revolving credit facility agreement expiring in July 2025, with two one-year extension options, which is
subject to a limit of £175,000,000. The debt bears an interest rate of Sterling Overnight Index Average (‘SONIA’) for GBP drawdowns or
Secured Overnight Financing Rate (‘SOFR’) for USD drawdowns plus a margin of between 1.6% and 2.4% 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 2022 and 31 March 2021, the Group was not in breach of any bank covenants.

156

157

Financial statementsGBG Annual Report and Accounts 2022GBG Annual Report and Accounts 2022Notes to the consolidated
financial statements continued

27. Financial instruments and risk management continued

28. Changes in liabilities arising from financing activities

Financial liabilities: interest-bearing loans and borrowings

Non-current interest-bearing loans and borrowings
£175,000,000 multi-currency revolving credit facility
£110,000,000 revolving credit facility2

Total non-current interest-bearing loans and borrowings

Total interest-bearing loans and borrowing

Interest rate
%

Maturity

2022
£’000

2021
£’000

Variable1
LIBOR + 1.5

July 2025
Feb 2023

128,226
–

128,226

–
–

–

1 The debt bears an interest rate of Sterling Overnight Index Average (‘SONIA’) for GBP drawdowns or Secured Overnight Financing Rate (‘SOFR’) for USD drawdowns plus a margin of

between 1.6% and 2.4% depending on the Group’s current leverage position.

2 As disclosed in note 23, on 18 November 2021, the Group refinanced its existing £110,000,000 revolving credit facility and the total facility was increased to a £175,000,000 multi-

currency facility.

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 reassessing 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
£’000

Level 2
£’000

Level 3
£’000

Total
£’000

Current liabilities
Interest-bearing loans
Lease liabilities
Non-current liabilities
Interest-bearing loans
Lease liabilities

Total liabilities arising from financing activities

1 April
2021
£’000

–
1,650

–
2,286

3,936

Cash
flows
£’000

–
(1,969)

125,518
–

123,549

Foreign
exchange
movement
£’000

–
–

2,579
70

2,649

Other
movement
£’000

New
leases
£’000

31 March
2022
£’000

–
2,161

129
(2,034)

256

–
–

–
1,207

1,207

–
1,842

128,226
1,529

131,597

Other movement in interest-bearing loans represents amortisation of loan arrangement fees.

Other movement in lease liabilities includes interest, disposals and the reclassification of non-current lease liabilities to current lease
liabilities.

Current liabilities
Interest-bearing loans
Lease liabilities
Non-current liabilities
Interest-bearing loans
Lease liabilities

1 April
2020
£’000

–
2,012

62,139
3,713

67,864

Cash
flows
£’000

Foreign
exchange
movement
£’000

Other
movement
£’000

New
leases
£’000

31 March
2021
£’000

–
(2,252)

(62,500)
–

(64,752)

–
–

–
52

–
1,890

361
(1,983)

268

–
–

–
504

504

–
1,650

–
2,286

3,936

At 31 March 2022

Financial asset at fair value through other
comprehensive income
Investment in CredoLab Pte Ltd (note 19)

Financial liability at fair value through profit and loss
Contingent consideration (note 35)

At 31 March 2021

Financial asset at fair value through other
comprehensive income
Investment in CredoLab Pte Ltd (note 19)

Financial liability at fair value through profit and loss
Contingent consideration (note 35)

Valuation
technique

Income
approach

Present value
of expected
future cash flow

Valuation
technique

Income
approach

Present value
of expected
future cash flow

–

2,288

Total liabilities arising from financing activities

Other movement in interest-bearing loans represents additional loan fees paid during the year and 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.

7,776

29. Share-based payments

Level 1
£’000

Level 2
£’000

Level 3
£’000

Total
£’000

–

2,288

3,662

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 £6,171,000 (2021: £5,170,000).

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.

158

159

Financial statementsGBG Annual Report and Accounts 2022GBG Annual Report and Accounts 2022Notes to the consolidated
financial statements continued

29. Share-based payments continued

Share Matching Plan
In the year ended 31 March 2012, the Remuneration Committee introduced the Share Matching Plan. Participants who invest a proportion
of their annual cash bonus in GBG shares can receive up to a multiple of their original investment in GBG shares, calculated on a pre-tax
basis. Any matching is conditional upon achieving pre-determined Adjusted EPS growth targets set by the Remuneration Committee for
the following three years. Share Matching Plan options will only become exercisable to the extent they have vested in accordance with
the Adjusted EPS target.

For Share Matching 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 Total Shareholder Return (TSR) measure against the peer group (FTSE250). 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.

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 of £nil cost options with an aggregate value on date of grant of up to 100% of base salary.
The awards are subject to 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 Total Shareholder Return (TSR) measure against the peer group (FTSE250). 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.

The following table illustrates the number and weighted average exercise prices (‘WAEP’) of, and movements in, share options during
the year.

Outstanding as at 1 April
Granted during the year
Forfeited during the year
Cancelled during the year
Exercised during the year
Expired during the year

Outstanding at 31 March

Exercisable at 31 March

2022
No.

5,060,450
1,922,799
(676,788)
(35,503)
(919,320)
–

2022
WAEP

162.23p
120.78p
204.54p
537.22p
108.43p1
–

2021
No.

5,005,487
1,846,549
(423,085)
(23,197)
(1,341,027)
(4,277)

5,351,638

148.50p

5,060,450

170,347

62.27p

27,940

2021
WAEP

175.77p
200.24p
256.94p
483.63p
230.72p2
356.77p

162.23p

359.81p

1 The weighted average share price at the date of exercise for the options exercised was 827.14p
2 The weighted average share price at the date of exercise for the options exercised was 768.80p

For the shares outstanding as at 31 March 2022, the weighted average remaining contractual life is 5.0 years (2021: 5.3 years).

The weighted average fair value of options granted during the year was 686.29p (2021: 531.84p). The range of exercise prices
for options outstanding at the end of the year was 2.5p-885.0p (2021: 2.5p-739.0p).

Performance Share Plan (‘PSP’) continued
The fair value of equity-settled share options granted is estimated as at the date of grant using a binomial 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
2022 and 31 March 2021.

Dividend yield (%)
Expected share price volatility (%)
Risk-free interest rate (%)
Lapse rate (%)
Expected exercise behaviour
Expected life of option (years)
Exercise price (p)

Weighted average share price (p)

2022

2021

0.3 – 0.4
40
0.0 – 0.3
0 – 10.0
See below
1.0 - 5.1

0.3 – 0.6
30 – 40
–0.1 – 1.1
0 – 10.0
See below
0.8 – 5.2
2.5 – 885.0 2.50 – 739.0

827.14

768.80

Other than the Matching Scheme, PSP and SAYE 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 the Matching Scheme, PSP and SAYE 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.

The expected volatility reflects the assumption that the historical volatility is indicative of future trends, which may not necessarily
be the actual outcome.

30. 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. 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, Investigate 2020 Limited, 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.

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.

Foreign currency translation reserve
The balance on the foreign currency translation reserve represents the accumulated balance on the translation of foreign subsidiaries
previously recognised through other comprehensive income.

160

161

Financial statementsGBG Annual Report and Accounts 2022GBG Annual Report and Accounts 2022Notes to the consolidated
financial statements continued

31. Related party transactions

34. Acquisitions and disposals

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 2022 or 31 March 2021.

2022 Acquisitions continued
Acquisition of Acuant Intermediate Holding Corp continued
The provisional fair value of the identifiable assets and liabilities of Acuant as at the date of acquisition was:

Compensation of key management personnel (including Directors)

Short-term employee benefits
Post-employment benefits
Fair value of share options awarded

32. Contingent liability

2022
£’000

3,392
–
2,633

6,025

2021
£’000

2,974
74
2,862

5,910

The Information Commissioner’s Office, the data industry regulator in the UK, announced in November 2018 that it was conducting
audits on a number of companies to understand the use of data in their services. GBG was included in this review and has continued to
actively engage with the Commissioner to continue to improve its privacy compliance. We will keep the market informed of any material
developments.

33. Subsequent events

On 10 May 2022, The GB Group Employee Benefit Trust (‘the Trust’) was established. The purpose of this trust will be to acquire
and hold a pool of shares to satisfy share awards under the Group’s employee share plans.

34. Acquisitions and disposals

2022 Acquisitions
Acquisition of Acuant Intermediate Holding Corp
On 29 November 2021, GB Group plc acquired the entire share capital of Acuant Intermediate Holding Corp (‘Acuant’), a leading US
identity verification platform, for total consideration of £554,545,000. Consideration for the acquisition was £468,118,000 in cash and
£87,039,000 in GB Group plc shares issued directly to the Acuant vendors. The cash consideration was funded £305,000,000 from
an equity placing of 42,068,965 new ordinary shares in GB Group plc, a partial drawdown of £156,748,000 from the Group’s renewed
revolving credit facility, with the remaining balance being funded by existing cash resources.

The acquisition of Acuant increases GB Group plc’s identity verification presence in North America, a key growth region for the Group,
accelerates GBG’s data, product and platform strategy and provides further customer and sector diversification. Following completion
of the purchase, GB Group plc’s investment in Acuant was immediately sold to GBG (USA) Holdings LLC at cost in exchange for share
capital in GBG (USA) Holdings LLC. The Consolidated Statement of Profit or Loss includes the results for the four-month period since
the acquisition of Acuant.

Assets
Technology intellectual property
Customer relationships
Brand
Investments
Property, plant and equipment
Right-of-use assets
Purchased software
Deferred tax asset
Inventory
Trade and other receivables
Corporation tax receivable
Cash
Trade and other payables
Lease liability
Deferred tax liabilities

Total identifiable net assets at fair value
Goodwill arising on acquisition

Total purchase consideration transferred

Purchase consideration:
Cash
Net working capital adjustment*
Share purchase

Total purchase consideration

Analysis of cash flows on acquisition:
Transaction costs of the acquisition (included in cash flows from operating activities)
Net cash acquired with the subsidiary
Cash paid

Acquisition of subsidiaries, net of cash acquired (included in cash flows from investing activities)

Net cash outflow

* The net working capital adjustment was included within other receivables as at 31 March 2022.

162

Fair value
recognised
on acquisition
£’000

127,897
48,594
3,390
38
823
892
181
14,695
1,034
7,503
847
13,733
(22,017)
(971)
(45,581)

151,058
403,487

554,545

468,118
(612)
87,039

554,545

(5,195)
13,733
(468,118)

(454,385)

(459,580)

163

Financial statementsGBG Annual Report and Accounts 2022GBG Annual Report and Accounts 2022Notes to the consolidated
financial statements continued

34. Acquisitions and disposals continued

2022 Acquisitions continued
Acquisition of Acuant Intermediate Holding Corp continued
The fair value of the identifiable assets and liabilities set out above are considered provisional as, due to the size and complexity of
the acquisition, in addition to completion being in the second half of the year, detailed analysis is still ongoing to agree the final values.

The fair value of the acquired trade receivables amounts to £5,769,000. The gross amount of trade receivables is £6,704,000 with
a provision of £935,000.

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 £127,897,000, customer relationships intangibles of £48,594,000 and brand intangibles of £3,390,000; with residual
goodwill arising of £403,487,000.

The goodwill recognised above is attributed to intangible assets that cannot be individually separated and reliably measured from Acuant
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.

GB Group plc issued 12,005,359 ordinary shares as consideration for the business combination. Since the share consideration was
subject to certain restrictions, the fair value of the shares was discounted to take into account the lack of marketability, which resulted in
a fair value of £7.25 per share. The fair value of the consideration given was therefore £87,039,000. £300,000 of the total consideration
was recognised within share capital with £86,739,000 recognised within the merger relief reserve in accordance with the requirements
of section 612 of the Companies Act 2006.

Transaction costs of £5,195,000 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. There were no directly attributable share issue costs recognised
on this issue.

From the date of acquisition, Acuant contributed £12,304,000 of revenue (net of deferred revenue haircut) and £1,677,000 of loss 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 £270,457,000 and profit before tax for the Group would have been £25,752,000.

Acquisition of Verifi Identity Services Limited
On 31 January 2022, GB Group plc acquired the entire share capital of Verifi Identity Services Limited (‘Cloudcheck’), a New Zealand
provider of identity verification software, for initial consideration of £10,048,000. Initial consideration for the acquisition was £6,691,000
in cash and £3,357,000 in GB Group plc shares issued directly to the Cloudcheck vendors. The cash consideration was funded by
existing cash resources. The Consolidated Statement of Profit or Loss includes the results for the two-month period since the acquisition
of Cloudcheck.

The acquisition of Cloudcheck increases GB Groups plc’s identity verification presence in New Zealand and Australia, two markets where
the Group currently provides fraud detection solutions to customers. Following completion of the purchase, GB Group plc’s investment in
Cloudcheck was immediately transferred to GBG (Australia) Holding Pty Limited who subsequently transferred this investment to GBG
(Australia) Pty Limited at cost with the transaction being settled through intercompany accounts.

34. Acquisitions and disposals continued

2022 Acquisitions continued
Acquisition of Verifi Identity Services Limited continued
The fair value of the identifiable assets and liabilities of Cloudcheck as at the date of acquisition was:

Assets
Technology intellectual property
Customer relationships
Brand
Property, plant and equipment
Purchased software
Trade and other receivables
Cash
Trade and other payables
Deferred tax liabilities

Total identifiable net assets at fair value
Goodwill arising on acquisition

Total purchase consideration transferred

Purchase consideration:
Cash
Share purchase
Contingent consideration

Total purchase consideration

Analysis of cash flows on acquisition:
Transaction costs of the acquisition (included in cash flows from operating activities)

Net cash acquired with the subsidiary
Cash paid

Acquisition of subsidiaries, net of cash acquired (included in cash flows from investing activities)

Net cash outflow

164

Fair value
recognised
on acquisition
£’000

1,535
2,930
68
3
12
404
693
(423)
(1,269)

3,953
9,713

13,666

6,691
3,357
3,618

13,666

(88)

693

(6,691)
(5,998)

(6,086)

165

Financial statementsGBG Annual Report and Accounts 2022GBG Annual Report and Accounts 2022Notes to the consolidated
financial statements continued

34. Acquisitions and disposals continued

2022 Acquisitions continued
Acquisition of Verifi Identity Services Limited continued
The fair value of the identifiable assets and liabilities set out above are considered provisional as completion was only two months prior
to the year-end and so detailed analysis is still ongoing to agree the final values.

The fair value of the acquired trade receivables amounts to £398,000. The gross amount of trade receivables is £398,000 with a
provision of £nil.

The contingent consideration is payable in stages based on revenue targets established with the vendor. The first stage of contingent
consideration is linked to growth in revenue in the financial year ended 31 March 2023 and is payable in May 2023. The second stage
of contingent consideration is linked to growth in revenue in the financial year ended 31 March 2024 and is payable in May 2024. The
maximum amount payable is NZ$8,000,000.

The fair value measurement of the contingent consideration represents a Level 3 valuation due to unobservable inputs, which are not
derived from market data. The key assumption within the forecast revenue is volume.

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 £1,535,000, customer relationships intangibles of £2,930,000 and brand intangibles of £68,000; with residual goodwill
arising of £9,713,000.

The goodwill recognised above is attributed to intangible assets that cannot be individually separated and reliably measured from
Cloudcheck 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.

GB Group plc issued 580,768 ordinary shares as consideration for the business combination. Since the share consideration was subject
to certain restrictions, the fair value of the shares was discounted to take into account the lack of marketability, which resulted in a fair
value of £5.78 per share. The fair value of the consideration given was therefore £3,357,000. £15,000 of the total consideration was
recognised within share capital with £3,342,000 recognised within the merger relief reserve in accordance with the requirements of
section 612 of the Companies Act 2006.

Transaction costs of £88,000 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. There were no directly attributable share issue costs recognised
on this issue.

From the date of acquisition, Cloudcheck contributed £340,000 of revenue and £140,000 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 £244,891,000 and
profit before tax for the Group would have been £22,717,000.

2021 Acquisitions and disposals
Acquisition of Investigate 2020 Ltd
On 14 December 2020, GB Group plc acquired the entire share capital of Investigate 2020 Limited (HooYu Investigate) following a
transfer of assets from HooYu Limited into HooYu Investigate. HooYu Investigate uses leading database and UX technologies to improve
the productivity of an investigation process. The Investigate product complements GBG’s existing Connexus portfolio. Consideration
for the purchase was £4,000,000 in GB Group plc (‘GBG’) shares (446,784 new ordinary shares of 2.5p each). This consideration was
assigned £3,352,675 for the shares of Investigate 2020 Limited and £647,325 to settle the loan due to HooYu Limited after the transfer
of the assets from HooYu Limited into HooYu Investigate. Following completion of the purchase, the assets were immediately hived up
into GB Group plc. The Consolidated Statement of Profit or Loss includes the results for the three-and-a-half-month period since the
acquisition of Investigate 2020 Ltd.

The fair value of the identifiable assets and liabilities of HooYu Investigate as at the date of acquisition was:

Assets
Technology intellectual property
Non-compete agreements
Hardware
Prepayments
Deferred income
Deferred tax liabilities

Total identifiable net assets at fair value
Goodwill arising on acquisition

Total purchase consideration transferred

Purchase consideration:
Share purchase
Settlement of loan to HooYu Limited

Total purchase consideration

Analysis of cash flows on acquisition:
Transaction costs of the acquisition (included in cash flows from operating activities)

Net cash acquired with the subsidiary
Cash paid

Acquisition of subsidiaries, net of cash acquired (included in cash flows from investing activities)

Net cash outflow

Fair value
recognised
on acquisition
£’000

4,620
645
3
20
(429)
(1,000)

3,859
141

4,000

3,353
647

4,000

(189)

–

–
–

(189)

There is no contingent or deferred consideration recognised as part of this business combination.

GB Group plc issued 446,784 ordinary shares as consideration for the business combination. The fair value of the shares is calculated
with reference to the quoted price of the shares of the Company at the date of acquisition, which was £8.953 per share. The fair value
of the consideration given was therefore £4,000,000. £658,000 of the total consideration was recognised within share capital and
share premium with £3,342,000 recognised within the merger relief reserve in accordance with the requirements of section 612 of
the Companies Act 2006.

166

167

Financial statementsGBG Annual Report and Accounts 2022GBG Annual Report and Accounts 2022Notes to the consolidated
financial statements continued

34. Acquisitions and disposals continued

2021 Acquisitions and disposals continued
Acquisition of Investigate 2020 Ltd continued
Transaction costs of £189,000 were incurred and included within exceptional expenses. There were no directly attributable share issue
costs recognised on this issue.

From the date of acquisition, HooYu Investigate contributed £249,000 of revenue and £303,000 of losses 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
£218,406,000 and profit before tax for the Group would have been £33,344,000.

Disposal of Marketing Services
On 13 January 2021 GBG sold part of its Marketing Services division to HH Global Interactive Limited (‘HHG’). The Marketing Services
business has existed within GBG for nearly 20 years and was supplemented by the acquisition of the entire issued share capital of CDMS
Limited, (trading as Transactis) in November 2014. Immediately upon acquisition the trade and assets of Transactis were hived-up into GB
Group plc.

The current contracts within the Marketing Services were a combination of customers that stem either from pre-Transactis, were acquired
in the Transactis acquisition or were won afterwards as part of the combined business. Post hive-up it was considered one business from
an operational and go-to-market perspective.

Customer relationships that have been sold in the transaction totalling of £1,093,000 have been derecognised in the Group.

A goodwill balance of £502,000 in the Group was held in respect of the Marketing Services business. This has been fully assigned to the
area of the business retained using a fair value approach. As detailed in note 14, this goodwill was impaired by £75,000 in the Group.

As this area of the business did not constitute a major line of business, single geographical area of operation, and was not part of a
co-ordinated plan to dispose of a separate major line, the disposal has not been treated as a discontinued operation in line with IFRS 5.

The calculation of the loss on disposal has been detailed below.

Consideration – cash
Migration costs1

Net proceeds/(payment)

Intangible assets disposed – customer relationship asset
Accruals

Net book value of assets and liabilities disposed

Transaction costs of the disposal – paid
Loss on disposal
Impairment of acquired goodwill

£’000

10
(65)

(55)

1,093
(11)

1,082

38
(1,175)
(75)

1 Migration costs were paid by the Group to the purchaser and as such have been included in the net payment amount.

Revenue of £1,075,000 (2020: £4,319,000) from the disposed Marketing Services business has been deducted from total Group revenue
in the calculation of organic growth.

Disposal of Employ and Comply
On 31 March 2021 GBG disposed of its Employ & Comply (‘E&C’) business to First Advantage Europe Limited (‘FADV’).

The E&C business was made up of three previous acquisitions that operated as one business:

• Advanced Checking Services Limited (acquired in 2011)

• tmg.tv Limited (acquired in 2012)

• CRD (UK) Limited (acquired in 2013)

E&C is included within the Identity operating segment in note 4.

The full amount of goodwill and intangibles related to the acquisitions that make up the E&C business has been disposed of.

Consideration – cash*

Net proceeds

Goodwill
Acquired intangible assets – customer relationship asset
Right-of-use assets
Plant and equipment
Prepayments
Deferred revenue
Dilapidation provision
Lease liability

Net book value of assets and liabilities disposed

Transaction costs of the disposal – accrued

Profit on disposal

£’000

5,400

2,529
374
260
10
7
(76)
(111)
(291)

2,702

120

2,578

* At 31 March 2021 the cash was held by our lawyers and was received into a GBG bank account on 1 April 2021. However, as the cash was held on behalf of GBG and that the

disposal was completed on 31 March 2021 it is appropriate that the cash has been recognised as being received.

Revenue of £5,584,000 (2020: £6,739,000) from the disposed Employ and Comply business has been deducted from total Group
revenue in the calculation of organic growth.

168

169

Financial statementsGBG Annual Report and Accounts 2022GBG Annual Report and Accounts 2022Notes to the consolidated
financial statements continued

Company balance sheet

Year ended 31 March 2022

35. Contingent consideration

At 1 April
Recognition on the acquisition of subsidiary undertakings1 & 2
Unwinding of discount2
Foreign exchange – unrealised2
Settlement discount (see note 7e)2
Settlement of consideration

At 31 March

Analysed as:
Amounts falling due within 12 months
Amounts falling due after one year

At 31 March

2022
£’000

3,662
3,618
34
462
–
–

7,776

5,856
1,920

7,776

2021
£’000

6,179
747
–
(452)
(50)
(2,762)

3,662

3,662
–

3,662

1 The amount recognised on the acquisition of subsidiary undertakings in the year to 31 March 2022 is in respect of Cloudcheck (refer to note 34 for further details). Since the

contingent consideration is payable in stages, it has been discounted to fair value on the acquisition date and subsequently unwound to profit and loss. The undiscounted value of
the contingent consideration is £4,223,000. The amount recognised on acquisition of subsidiary undertakings in the year to 31 March 2021 is in respect of IDology (refer to note 7f
for further details).

2 Included in Consolidated Cash Flow Statement within fair value adjustment on contingent consideration line totalling £188,000 (2021: £245,000). Since the contingent consideration

in respect of Cloudcheck sits within a foreign subsidiary, £308,000 of the £462,000 foreign exchange movement has been recognised within the foreign currency translation
reserve following the translation of foreign subsidiaries. The £188,000 therefore represents the unwinding of the discount of £34,000 and the remaining foreign exchange
movement of £154,000.

The opening balance at 1 April 2020 and the closing balance at 31 March 2021 represented contingent consideration in respect to the
pre-acquisition tax losses within IDology Inc. As and when GBG receives a cash benefit from these losses, either through a reduction in
tax payments or through a tax refund, an amount equal to this cash benefit is due to the sellers.

The fair value of contingent consideration is estimated having been determined from management’s estimates of the range of outcomes
to certain future forecasts and their estimated respective likelihoods. The contractual cash flows are therefore based on future trading
activity, which is estimated based on latest forecasts (Level 3 as defined by IFRS 13 – see note 27).

ASSETS
Non-current assets
Goodwill
Intangible assets
Property, plant and equipment
Right-of-use assets
Investments
Deferred tax asset

Current assets
Inventories
Trade and other receivables
Cash and short-term deposits

Total assets

EQUITY AND LIABILITIES
Capital and reserves
Equity share capital
Share premium
Merger reserve
Capital redemption reserve
Other reserves
Retained earnings

Total equity attributable to equity holders of the parent

Non-current liabilities
External loans
Intercompany loans
Lease liabilities
Deferred revenue
Provisions
Deferred tax

Current liabilities
Trade and other payables
Deferred revenue
Lease liabilities
Contingent consideration
Current tax

Total liabilities

Total equity and liabilities

During the year the Company made a profit of £34,934,000 (2021: £25,844,000).

Approved by the Board on 22 June 2022

C G Clark
Director

D M Ward
Director

Registered in England number 2415211

Note

2022
£’000

2021
£’000

C6
C7
C8
C9
C10
C11

C12
C13

C14

C16
C16
C17

C18
C11

C19

C17
C23

99,858
18,535
2,705
907
711,903
2,562

836,470

175
42,577
4,703

47,455

99,858
23,823
2,752
1,277
309,124
4,733

441,567

120
32,626
11,947

44,693

883,925

486,260

6,297
566,769
99,999
3
4,489
130,938

4,908
267,627
9,918
3
4,489
97,037

808,495

383,982

–
541
602
718
683
4,449

6,993

26,102
36,672
671
3,842
1,150

68,437

75,430

–
9,825
983
312
797
4,555

16,472

49,296
31,780
704
3,662
364

85,806

102,278

883,925

486,260

170

171

Financial statementsGBG Annual Report and Accounts 2022GBG Annual Report and Accounts 2022Company statement of
changes in equity

Year ended 31 March 2022

Equity
share
capital
£’000

Share
premium
£’000

Merger
reserve
£’000

Capital
redemption
reserve
£’000

Note

Balance at 1 April 2020

Profit for the period

Total comprehensive income
for the period
Issue of share capital
Share-based payments charge
Tax on share options
Share forfeiture receipt
Equity dividend

Balance at 31 March 2021

Profit for the period

Total comprehensive income for
the period
Issue of share capital
Share-based payments charge
Tax on share options
Share forfeiture refund
Equity dividend

C14

C14
C15

C14

C14
C15

4,855

261,648

6,575

–

–
53
–
–
–
–

–
5,979
–
–
–
–

4,908

267,627

–

–
1,389
–
–
–
–

–
299,142
–
–
–
–

–
3,343
–
–
–
–

9,918

–

–
90,081
–
–
–
–

Balance at 31 March 2022

6,297

566,769

99,999

–

–
–
–
–
–
–

–

–
–
–
–
–
–

Notes to the Company accounts

Other
reserves
£’000

4,489

–

–
–
–
–
–
–

Retained
earnings
£’000

67,565

25,844

25,844
–
5,170
1,700
2,641
(5,883)

Total
equity
£’000

345,135

25,844

25,844
9,375
5,170
1,700
2,641
(5,883)

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 in the United Kingdom and is listed on the London Stock Exchange
with its ordinary shares traded on the Alternative Investment Market. The company registration number is 2415211. 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 19.

These consolidated financial statements have been approved for issue by the Board of Directors on 22 June 2022.

4,489

97,037

383,982

C2. Accounting policies

–

–
–
–
–
–
–

34,934

34,934
–
6,171
(498)
(29)
(6,677)

34,934
390,612
6,171
(498)
(29)
(6,677)

4,489

130,938

808,495

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 adopted FRS 101 for the first time within its financial statements and 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:

• A Cash Flow Statement and related notes;

• Comparative period reconciliations for share capital, tangible assets and intangible assets;

• Disclosures in respect of transactions with wholly owned subsidiaries;

• Disclosures in respect of capital management;

• The effects of new but not yet effective IFRSs; and

• Disclosures in respect 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 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.

172

173

Financial statementsGBG Annual Report and Accounts 2022GBG Annual Report and Accounts 2022Notes to the Company accounts
continued

C2. Accounting policies continued

C2.2 Significant accounting policies
The significant accounting policies adopted are the same as those set out in note 2 to the consolidated financial statements with the
exception of:

C5. Team member costs and Directors’ emoluments continued

a) Team member costs (including Directors) continued
The average monthly number of team members during the year within each category was as follows:

Investment in subsidiaries
Investments in subsidiaries are held at cost, less provision for impairment.

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 its 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.

In order to perform this assessment, management are required to make estimates regarding the timing and amount of future cash flows
applicable to the subsidiary, based on current budgets and forecasts, and extrapolated for an appropriate period taking into account
growth rates and expected changes to sales and operating costs. 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. It is not considered that
any impairment indicators existed at the balance sheet date.

Technology
General and administration
Sales and marketing

2022
No.

149
124
302

575

Restated
2021
No.

176
104
334

614

The average monthly number of team members om 2021 has been restated at it previously included 84 team members in foreign
subsidiaries who were fully recharged to the Company and previously included in the Company team members disclosure. The average
monthly number of team members above now only includes those employed by the Company itself.

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.

For details of other judgements and key sources of estimation uncertainty in the preparation of the Company’s financial statements,
see pages 128 and 129 in the Group financial statements.

C6. Goodwill

C3. Profit attributable to members of the parent company

The Company’s profit for the financial year ended 31 March 2022 was £34,934,000 (2021: £25,844,000). As permitted by section 408
of Companies Act 2006, the profit and loss account of the parent company is not presented.

C4. Auditor’s remuneration

Fees payable to the Company’s auditor for the audit of the Company and Group financial statements are disclosed in note 6 of the
Consolidated Financial Statements for the Group.

C5. Team member costs and Directors’ emoluments

a) Team member costs (including Directors)

Wages and salaries including commission and bonuses
Social security costs
Other pension costs
Share-based payments

2022
£’000

40,578
5,172
1,618
3,474

50,842

2021
£’000

42,362
4,488
1,509
4,341

52,700

Cost
At 1 April
Additions – business combinations (note 34)
Sale of business disposals

At 31 March

Impairment
At 1 April
Impairment

At 31 March

Net book value
At 31 March

2022
£’000

2021
£’000

105,970
–
–

105,970

110,115
141
(4,286)

105,970

6,112
–

6,112

–
6,112

6,112

99,858

Goodwill arose on the acquisition of ID Scan Biometrics Limited, Postcode Anywhere (Holdings) Limited and Investigate 2020 Limited.
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.

The impairment of £6,112,000 during the prior year ended 31 March 2021 is in respect of:

• £6,052,000 for the Transactis CGU. Following the disposal of part of the Marketing Services business detailed in note 34, the future

cashflows from the remaining part of the Marketing Services business were not sufficient to support the carrying value of the Acquired
Goodwill

• £60,000 for the e-Ware Interactive CGU. The remaining value in use was based on the single remaining customer from that acquisition.
During the prior year this customer cancelled their contract and as a result the full amount of goodwill in the Company was impaired

174

175

Financial statementsGBG Annual Report and Accounts 2022GBG Annual Report and Accounts 2022Notes to the Company accounts
continued

C7. Intangible assets

C8. Property, plant and equipment

Customer
relationships
£’000

Software
technology
£’000

Non-
compete
clauses
£’000

Total
acquired
intangibles
£’000

Purchased
software
£’000

Internally
developed
software
£’000

Total
£’000

Cost
At 1 April 2021
Additions – purchased software
Disposals (other than sale of businesses)

At 31 March 2022

Amortisation and impairment
At 1 April 2021
Amortisation during the year
Disposals (other than sale of businesses)

At 31 March 2022

Net book value
At 31 March 2022

At 1 April 2021

26,024
–
–

26,024

8,841
2,879
–

11,720

12,438
–
–

12,438

6,806
2,071
–

8,877

14,304

17,183

3,561

5,632

ID Scan Biometrics Limited
Postcode Anywhere (Holdings) Limited
Investgate 2020 Limited

912
–
–

912

321
215
–

536

376

591

39,374
–
–

39,374

15,968
5,165
–

21,133

1,700
68
(208)

1,560

1,283
189
(206)

1,266

1,794
–
(687)

42,868
68
(895)

1,107

42,041

1,794
–
(687)

19,045
5,354
(893)

1,107

23,506

18,241

23,406

294

417

–

18,535

23,823

Carrying
value of
customer
relationship
£’000

1,664
12,640
–

14,304

Remaining
amortisation
period
Years

Carrying
value of
technology
£’000

Remaining
amortisation
period
Years

4.25
5.08
–

–
96
3,465

3,561

–
0.08
3.75

Cost
At 1 April 2021
Additions
Disposals (other than sale of businesses)

At 31 March 2022

Depreciation and impairment
At 1 April 2021
Provided during the year
Disposals (other than sale of businesses)

At 31 March 2022

Net book value
At 31 March 2022

At 31 March 2021

C9. Right-of-use assets

Cost
At 1 April 2021
Additions
Disposals

At 31 March 2022

Depreciation and impairment
At 1 April 2021
Provided during the year
Disposals

At 31 March 2022

Net book value
At 31 March 2022

At 31 March 2021

The underlying class of assets and their net book values all relate to leasehold property.

Property
£’000

Plant and
equipment
£’000

1,233
–
–

1,233

54
19
–

5,692
762
(852)

5,602

4,119
789
(851)

4,057

Total
£’000

6,925
762
(852)

6,835

4,173
808
(851)

4,130

1,160

1,179

1,545

1,573

2,705

2,752

Right of
use assets
£’000

3,206
241
(174)

3,273

1,929
527
(90)

2,366

Total
£’000

3,206
241
(174)

3,273

1,929
527
(90)

2,366

907

1,277

907

1,277

176

177

Financial statementsGBG Annual Report and Accounts 2022GBG Annual Report and Accounts 2022Notes to the Company accounts
continued

C10. Investments

Cost
At 1 April
Acquisition of subsidiary undertakings
Capital contribution to subsidiary undertakings
Subscription to new shares in subsidiairy undertakings
Transfer of subsidiary undertakings
Acquisition of investment

At 31 March

Provision for impairment
At 1 April

At 31 March

Net book value
At 31 March

2022
£’000

2021
£’000

311,588
568,211
10,048
392,731
(568,211)
–

714,367

305,947
3,353
–
–
–
2,288

311,588

2,464

C11. Taxation continued

a) Deferred tax continued
Deferred tax asset continued
The movement on the deferred tax asset of the Company is as follows:

Opening balance – as reported

Impact of changes in tax rates
Origination and reversal of temporary differences

2022
£’000

4,733

397
(2,568)

2,562

2021
£’000

3,867

–
866

4,733

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 deductible temporary differences of £11,892,000 (2021: £2,894,000) and
unrecognised capital losses of £2,579,000 (2021: £2,257,000). The Company also has unrecognised deductible temporary differences of
£5,184,000 (2021: £nil)

711,903

309,124

The deferred tax liability of the Company is as follows:

As detailed in note 34, during the year the Company acquired Acuant and Cloudcheck for a consideration of £554,545,000 and
£13,666,000 respectively (combined £568,211,000).

The investments in Acuant and Cloudcheck were subsequently transferred to other subsidiary untertakings as follows:

• Acuant was transferred to GBG (US) Holdings LLC in exchange for new share capital of £392,731,000 with the remaining amount

of £161,814,000 being settled through intercompany accounts.

• Cloudcheck was transferred to GBG (Australia) Holding Pty in exchange for a capital contribution of £10,048,000 in addition to

the transfer of the contingent consideration liability of £3,618,000.

Details of the Company’s subsidiary undertakings are set out in note 19 of the Consolidated Financial Statements for the Group.

C11. Taxation

a) Deferred tax
Deferred tax asset
The recognised and unrecognised potential deferred tax asset of the Company is as follows:

Recognised

Unrecognised

2022
£’000

302
1,740
96
–
–
20
–
404

2,562

2021
£’000

1,279
3,041
84
83
101
–
–
145

4,733

2022
£’000

1,296
–
–
–
–
–
564
2,792

4,652

2021
£’000

–
–
–
–
–
–
429
405

834

Decelerated capital allowances
Share options
Long service award
Provision for bad debt
Other temporary differences
Leases
Capital losses
Trading losses

178

Intangible assets
Land and buildings

The movement on the deferred tax liability of the Company is as follows:

Opening balance
Origination and reversal of temporary differences
Acquisition
Impact of change in tax rates

C12. Trade and other receivables

Trade receivables
Allowance for unrecoverable amounts

Net trade receivables
Amounts owed by subsidiary undertakings
Prepayments
Accrued income

2022
£’000

4,314
135

4,449

2022
£’000

4,555
(985)
–
879

4,449

2022
£’000

31,190
(1,982)

29,208
6,438
6,759
172

42,577

2021
£’000

4,447
108

4,555

2021
£’000

4,474
(919)
1,000
–

4,555

2021
£’000

30,716
(3,165)

27,551
–
4,573
502

32,626

179

Financial statementsGBG Annual Report and Accounts 2022GBG Annual Report and Accounts 2022
Notes to the Company accounts
continued

C13. Cash

Cash at bank and in hand

2022
£’000

4,703

2021
£’000

11,947

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 22 of the Consolidated Financial Statements for the
Group.

C15. Dividends paid and proposed

Declared and paid during the year
Final dividend for 2021 paid in July 2021: 3.40p (interim dividend for 2021 paid in January 2021: 3.00p)

Proposed for approval at AGM (not recognised as a liability at 31 March)
Final dividend for 2022: 3.81p (2021: 3.40p)

2022
£’000

2021
£’000

6,677

5,885

9,596

6,674

£nil (2021: £2,000) was received during the year relating to dividends paid on forfeited shares. The total net cash impact of dividends
during the year was therefore £6,677,000 (2021: £5,883,000). See note 22 of the Consolidated Financial Statements for the Group for
details of forfeited shares.

C16. Loans

Bank loans
The refinancing of the existing revolving credit facility is set out in note 23 in the Consolidated Financial Statements for the Group.

No drawdowns have been made by the Company during the year; however, total fees paid by the Company in relation to the extension
were £1,157,000 which included an arrangement fee of £1,122,000.

During the year to 31 March 2022 and 31 March 2021, loan arrangement fees on the revolving credit facility have been reclassified
to prepayments due to the loan value being £nil at 31 March 2022 and 31 March 2021 within the Company and the net position was
therefore an asset rather than a liability.

Opening bank loan
Repayment of borrowings
Loan fees paid for extension
Amortisation of loan fees
Foreign currency translation adjustment
Reclassification of loan fees to prepayments

Closing bank loan

2022
£’000

–
–
(1,157)
129
–
1,028

–

2021
£’000

62,139
(62,500)
(193)
193
–
361

–

C16. Loans continued

Intercompany loans

Opening intercompany loan
New borrowings

Closing intercompany loan

Analysed as:
Amounts falling due within one year
Amounts falling due within one to five years
Amounts falling due in more than five years

2022
£’000

9,825
(9,284)

541

–
541
–

541

2021
£’000

4,156
5,669

9,825

–
9,825
–

9,825

Interest is charged on intercompany loans at a rate of between 3.0% and 4.0% per annum. The loans are unsecured, and repayable
within two years.

C17. Lease liabilities

At 1 April
Additions
Sale of business disposals
Accretion of interest
Repayments
Foreign currency adjustment

At 31 March

Analysed as:
Amounts falling due within one year
Amounts falling due within one to five years

2022
£’000

1,687
236
–
55
(705)
–

1,273

671
602

1,273

2021
£’000

2,682
–
(291)
81
(785)
–

1,687

704
983

1,687

180

181

Financial statementsGBG Annual Report and Accounts 2022GBG Annual Report and Accounts 2022Notes to the Company accounts
continued

C18. Provisions

Provisions can be analysed as follows:
Dilapidation provision (see below)
Long service award (see below)

Dilapidation provision
At 1 April
Disposed as part of businesses
Provided in year
Utilised in year
Released in year

Closing balance

2022
£’000

2021
£’000

295
388

683

355
–
–
(10)
(50)

295

355
442

797

421
(111)
45
–
–

355

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. During the year, dilapidation charges were agreed
on a property that was exited in the previous year and the remaining provision was released. 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.

At 1 April
Service cost
Benefits taken
Actuarial gain during the year
Net interest charge

At 31 March

2022
£’000

2021
£’000

442
60
(47)
(74)
7

388

422
43
(4)
(28)
9

442

The following table lists the inputs to the valuation of the long service award for the years ended 31 March 2022 and 31 March 2021.

Discount rate (%)
Salary increases (%)
Employee turnover (% probability of leaving depending on age)

2022

2021

2.6
4.4
2 – 20%

1.5
3.7
2 – 20%

C19. Trade and other payables

Trade payables
Amounts owed to subsidiary undertakings
Other taxes and social security costs
Accruals

C20. Contingent liability

2022
£’000

3,993
–
2,981
19,128

26,102

2021
£’000

2,122
23,124
3,229
20,821

49,296

Contingent liabilities during the year are set out in note 32 in the Consolidated Financial Statements for the Group.

C21. Subsequent events

Subsequent events that require disclosure after 31 March 2022 are set out in note 33 in the Consolidated Financial Statements
for the Group.

C22. Acquisitions and disposals

Acquisitions and Disposals during the current and prior year are set out in note 34 in the Consolidated Financial Statements
for the Group.

C23. Contingent consideration

At 1 April
Recognition on the acquisition of subsidiary undertakings1
Foreign exchange – unrealised
Settlement discount (see note 7f)
Settlement of consideration

At 31 March

Analysed as:
Amounts falling due within 12 months
Amounts falling due after one year

At 31 March

2022
£’000

3,662
–
180
–
–

3,842

3,842
–

3,842

2021
£’000

6,179
747
(452)
(50)
(2,762)

3,662

3,662
–

3,662

1 The amount recognised on acquisition of subsidiary undertakings in the year to 31 March 2021 is in respect of IDology (refer to note 7f for further details).

The contingent consideration at 31 March 2022 is in respect to the pre-acquisition tax losses within IDology Inc. As and when GBG
receives a cash benefit from these losses, either through a reduction in tax payments or through a tax refund, an amount equal to this
cash benefit is due to the sellers.

182

183

Financial statementsGBG Annual Report and Accounts 2022GBG Annual Report and Accounts 2022Non-GAAP measures

Alternative performance measures

Adjusted operating profit

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 payment 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.

The following are the key non-GAAP measures used by the Group:

Organic growth

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.

Group revenue
Revenue from acquisitions up to their first anniversary
Revenue from disposals (see note 34)

Organic revenue
Constant currency adjustment

Organic revenue at constant currency

Normalised items

2022
£’000

242,480
(13,213)
(38)

229,229
–

229,229

2021
£’000

217,659
–
(6,583)

211,076
(3,897)

207,179

Growth
%

11.4%
(6.2)%
3.5%

8.6%
2.0%

10.6%

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 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.

Operating profit
Amortisation of acquired intangibles
Share-based payment charges
Exceptional items

Adjusted operating profit

2022
£’000

23,407
24,735
6,171
4,526

58,839

2021
£’000

35,503
17,671
5,170
(448)

57,896

Adjusted operating profit margin

Adjusted operating profit margin is calculated as adjusted operating profit as a percentage of revenue.

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.

Income tax charge
Tax impact of amortisation of acquired intangibles
Tax impact of share-based payment charges
Tax impact of exceptional items

Adjusted tax

Adjusted effective tax rate

The adjusted effective tax rate means adjusted tax divided by adjusted earnings.

2022
£’000

6,390
5,082
218
897

2021
£’000

7,385
4,541
1,067
(818)

12,587

12,175

Reported effective tax
Add back:
Amortisation of acquired intangibles
Equity-settled shared-based payments
Exceptional items

Adjusted effective tax rate

2022

2021

Profit
before tax
£’000

Income
tax charge
£’000

Effective
tax rate
%

Profit
before tax
£’000

Income
tax charge
£’000

Effective
tax rate
%

21,645

6,390

29.5%

34,263

7,385

21.6%

24,735
6,171
4,526

57,077

5,082
218
897

12,587

(4.8%)
(2.5%)
(0.1%)

22.1%

17,671
5,170
(448)

4,541
1,067
(818)

56,656

12,175

1.4%
(0.2%)
(1.3%)

21.5%

184

185

Financial statementsGBG Annual Report and Accounts 2022GBG Annual Report and Accounts 2022

Non-GAAP measures continued

Adjusted EBITDA

Debt leverage

Adjusted EBITDA means adjusted operating profit before depreciation and amortisation of non-acquired intangibles.

This is calculated as the ratio of net (debt)/cash to adjusted operating profit. This demonstrates the Group’s liquidity and its ability
to pay off its incurred debt.

Adjusted operating profit
Depreciation of property, plant and equipment
Depreciation of right-of-use assets
Amortisation of non-acquired intangibles

Adjusted EBITDA

2022
£’000

58,839
1,531
1,593
233

62,196

2021
£’000

57,896
1,433
1,838
243

61,410

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 calculations.

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.

Cash and cash equivalents
Loans on balance sheet
Unamortised loan arrangement fees

External loans

Net (debt)/cash

Cash conversion %

2022
£’000

22,302
128,226
1,028

129,254

2021
£’000

21,135
(361)
361

–

(106,952)

21,135

This is calculated as cash generated from operations in the Consolidated Cash Flow Statement, adjusted to exclude cash payments in
the year for exceptional items, as a percentage of adjusted operating profit. This measures how efficiently the Group’s operating profit
is converted into cash.

Cash generated from operations before tax payments (from Consolidated Cash Flow Statement)
Opening unpaid exceptional items
Total exceptional items
Non-cash exceptional items
Closing unpaid exceptional items

Cash generated from operations before tax payments and exceptional items paid

Adjusted EBITDA

Cash conversion %

186

2022
£’000

56,256
549
4,526
(427)
(1,372)

59,532

62,196

95.7%

2021
£’000

72,631
–
(448)
1,751
(549)

73,385

61,410

119.5%

Cash and cash equivalents

Loans on balance sheet
Unamortised loan arrangement fees

External loans

Net (debt)/cash

Adjusted EBITDA

Debt leverage

Pro forma revenue

2022
£’000

22,302

128,226
1,028

129,254

2021
£’000

21,135

(361)
361

–

(106,952)

21,135

62,196

57,896

1.72 Positive cash

This includes adjustments to reported revenue for the pre-acquisition/disposal revenue from acquisitions/disposals in the past twelve
months in order to provide a more meaningful comparison to assess growth against in future periods. More specifically, the pre-
acquisition revenue from 1 April 2021 to 29 November 2021 for Acuant and from 1 April 2021 to 31 January 2022 for Cloudcheck.

Reported revenue
Pre-acquisition/disposal revenue
Post-acquisition unwind of deferred revenue haircut1 on Acuant

Pro forma revenue

2022
£’000

242,480
29,931
1,381

273,792

1 As required by IFRS 3 (Business Combinations), the revenue for Acuant includes a negative adjustment of £1.4 million related to the restatement to fair value of the acquired
revenue balance (commonly known as the deferred revenue ‘haircut’). The deferred revenue haircut represents the cost of providing the deferred revenue service in the post-
acquisition period.

187

Financial statementsGBG Annual Report and Accounts 2022GBG Annual Report and Accounts 2022Company information
& advisors

Website

The Investors section of the Company’s website, www.gbgplc.com/investors, contains detailed information on news, press releases,
key financial information, annual and interim reports, share price information, dividends and key contact details. Our share price is also
available on the London Stock Exchange website. The following information is a summary and readers are encouraged to view the
website for more detailed information.

Dividend Reinvestment Plan (‘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.

Share scams

Shareholders should be aware that fraudsters may try and use high pressure tactics to lure investors into share scams. Information
on share scams can be found on the Financial Conduct Authority’s website, www.fca.org.uk/scams.

Financial calendar 2022

Annual General Meeting

28 July 2022

Shareholder enquiries

GBG’s registrar, Equiniti, can deal with any enquiries relating to your shareholding, such as a change of name or address or a
replacement of a share certificate. Equiniti’s Shareholder Contact Centre can be contacted by telephone on 0371 38 2365 (international
callers: +44 (0)121 415 7161) between 8.30am and 5.30pm Monday to Friday, excluding public holidays in England and Wales. You can
also access details of your shareholding and a range of other shareholder services by registering at www.shareview.co.uk.

Auditor

Ernst & Young LLP
1 Bridgewater Place
Water Lane
Leeds
LS11 5QR

Solicitors

Squire Patton Boggs (UK) LLP
1 Spinningfields
1 Hardman Square
Manchester
M3 3EB

Registrars

Equiniti
Aspect House
Spencer Road
Lancing
West Sussex
BN99 6DA

Company Secretary &
registered office

Annabelle Burton
GB Group plc
The Foundation, Herons Way
Chester Business Park
Chester
CH4 9GB
United Kingdom

Registered in England & Wales
Company Number: 2415211

T: +44 (0)1244 657333
E: enquiries@gbgplc.com
W: www.gbgplc.com

Nominated advisor and joint broker

Numis Securities Limited
45, Gresham Street,
London
EC2V 7BF

Joint broker

Barclays Bank plc
5 The North Colonnade,
Canary Wharf
London
E14 4BB

188

Design and Production
www.carrkamasa.co.uk

This publication has been printed on Revive Silk an FSC® certified
paper from responsible sources.

This ensures that there is an audited chain of custody from the tree
in the well-managed forest through to the finished document in the
printing factory.

Financial statementsGBG Annual Report and Accounts 2022GBG Annual Report and Accounts 2022GBG
The Foundation
Herons Way
Chester Business Park
Chester
CH4 9GB
United Kingdom

gbgplc.com