TIDMGRC
RNS Number : 9758I
GRC International Group PLC
08 December 2022
8 December 2022
GRC International Group Plc
Strong growth in forward visibility and widening margin underpin
outlook
GRC International Group plc (AIM: GRC ), an integrated cyber
security and privacy solutions business, announces its unaudited
interim results for the six months ended 30 September 2022.
Financial highlights
-- Revenue up 11% to GBP7.3m (H1 FY22: GBP6.6m).
-- International revenue up 14% to GBP1.6m (H1 FY22: GBP1.4m).
-- SaaS division revenue up 31% - investment in high-margin and
scalable recurring revenue products paying off.
-- Recurring and contracted revenue up 33% to GBP5.3m (H1 FY22: GBP4.0m).
-- 73% (FY22: 61%) of revenue generated from recurring and contracted revenue contracts.
-- Gross margin of 60% (H1 FY22: 58%) - continued improvement
reflects operational gearing from subscription services and
internal efficiencies from automation projects.
-- EBITDA 1 of GBP0.4m (H1 FY22: GBP0.4m).
-- Loss before tax of GBP0.5m (H1 FY22: GBP0.5m loss).
-- Net cash at period end of GBP0.2m (H1 FY22: GBP0.1m).
Borrowings (excluding lease obligations) GBP0.8m (FY22
GBP1.1m).
Operational highlights
-- Revenue from existing customers up to 71% of total revenue (H1 FY22: 57%).
-- Active SaaS subscriptions up 7% to 5,100 (H1 FY22: 4,700).
-- Successful launch of Payment Card Industry (PCI) Qualified
Security Assessor (QSA) services in the US.
-- First contracts signed for innovative SWIFT security consultancy service.
-- Web transactions up 22% to 4,400 (H1 FY22: 3,600) and website visits up by 2% to over 2.1m.
-- Group NPS (net promoter score) improved to 54 (H1 FY 22: 33).
Scores over 50 indicate customer service rating of 'Excellent'.
1 EBITDA is defined within the Financial Review of this
announcement.
Alan Calder, Chief Executive Officer, said:
"Our revenues, including recurring and contracted revenues, all
grew strongly. Despite inflationary pressures on our operating
costs, we continue to achieve improvement in gross margin.
"In addition to the two certainties of life - death and taxation
- there is now a third: cyber attack, be it of corporates or
individuals. The jump in cyber-crime insurance premiums is
testament to the growth of cyber criminals' capabilities and scale.
Despite the current challenging economic environment, for finance
teams and boards to short-sightedly throttle back on cyber security
investments is tantamount to an act of self-harm. It is not a
question of if but when all organisations are attacked by cyber
criminals, and so the services GRCI provides are of critical
importance.
"We continued to invest heavily in our higher-margin and
faster-growing SaaS and e-commerce businesses, both in people and
systems, which we expect to underpin our profitable growth in H2
and the following financial years. We continue to trade in line
with market expectations."
Enquiries:
GRC International Group plc
+44 (0) 330 999 0222
Alan Calder, Chief Executive Officer
Christopher Hartshorne, Finance Director
Singer Capital Markets (Nominated Adviser and Joint Broker) +44
(0)20 7496 3000
Phil Davies, James Fischer
Dowgate Capital Limited (Joint Broker)
+44 (0) 20 3903 7715
James Serjeant, Russell Cook, Nicholas Chambers
Meare Consulting
+44 (0) 7990 858548
Adrian Duffield
About GRC International Group plc ("GRC" or "the Group")
GRC is an international governance, risk management and
compliance company whose main business is cyber defence in
depth.
A technology business, its proprietary premier brands including
the market leader, IT Governance, offer 'Our expertise, your peace
of mind' for GRC's wide range of domestic and international
corporate customers across all industrial sectors.
GRC's three operating divisions - Software as a Service (SaaS),
E-Commerce and Services - offer a wide range of products and
services encompassing: IT governance, risk management, compliance
with data protection and cyber security regulations, online and
in-person training and staff awareness, consultancy, online
publishing and distribution, as well as software. The Group's
capabilities also include products and services to enable
corporates to address wider governance issues, such as money
laundering and bribery.
In addition to its UK business, GRC has operations in the EU, US
and Asia-Pacific regions.
Chief Executive Review
Cyber security market
The dynamics for the cyber security market largely remain
unchanged.
The cyber security market is forecast to grow strongly to GBP353
billion by 2025, at a 14.5% CAGR, ([1]) with sophisticated cyber
criminals and nation-state bad actors outperforming their targets.
Countries such as Russia, North Korea and Iran use cyber attacks
against their enemies, both to disrupt critical national
infrastructure and to generate hard currency. The attack surface
continues to expand dramatically with millions more insecure and
exploitable network endpoints due to the increasingly widespread
use of IoT (Internet of Things) and remote/hybrid working.
Digital transformation and hybrid working initiatives continue
to bring new and different risks. Combined with customer and supply
chain pressure to improve security and privacy, and proliferating
national and international data protection regulations, cyber and
privacy risk is a critical issue for all organisations.
The global shortage in qualified security and privacy
professionals continues. ([2]) There are millions of vacancies. It
is increasingly difficult, therefore, for most organisations to
manage day-to-day cyber security and privacy compliance activity
in-house, let alone cope with a large-scale cyber attack.
Yet, although a catastrophic ransomware or cyber attack is the
number one concern for 47% of companies (double the number in
2021), the reality is that only 20% of company boards are paying
attention.[3] At the same time, cyber insurance premiums have
increased significantly, the pool of available cyber insurers has
shrunk, and the availability of cyber insurance is increasingly
dependent on evidence of adequate cyber defence. These factors will
generate significant opportunities for the Group. However, it will
be somewhat dependent on companies taking more proactive steps to
address the issues they face.
Geopolitical instability and macroeconomic headwinds are
encouraging finance teams and boards to short-sightedly throttle
back on cyber security investments, particularly in the key area of
developing internal cyber skills. This will see many more
organisations attempting to remediate cyber attacks at cost levels
10 to 100 times greater than an appropriate cyber defence-in-depth
investment might have required. And, if they survive the attack,
they will still have to make the cyber defence investment - because
cyber attackers are increasingly re-attacking previously breached
organisations that haven't yet been able to build adequate
defences.
This remarkable combination of factors will unquestionably drive
longer-term demand for high-margin recovery services and rapid,
high-cost deployment of post-event cyber defences, albeit in the
shorter term there will be challenges in persuading companies to
make this critical investment.
Tightening cyber insurance prerequisites, growing regulatory
pressure across the world, direct personal cyber-compliance
exposure for directors, and proliferating up-stream customer due
diligence will, through the next 12 months and beyond, combine to
fuel a surge in cyber investment and provide significant
opportunities for the Group.
H1 trading performance
GRC's experience in H1 FY23 very much reflects the global
picture. While our enquiry levels continued to be strong, sales
cycles are extended. This was compounded by the UK government
dithering over retained EU regulation, including UK GDPR, combined
with the delayed publication of the revised ISO/IEC 27001
information security management standard. The latter slowed sales
of our training courses while boosting training deferred income to
a record GBP0.5m at the end of H1 - which bodes well for H2
training revenues.
Against this backdrop, GRC's H1 results were in line with our
expectations. Revenue was up 11%, recurring and contracted revenue
was up 33% and gross margin improved by 200 basis points to 60%,
reflecting the investment in high-margin and highly scalable
recurring revenue products.
Despite investment in our workforce as well as absorbing the
inflationary cost increases that go with providing high-value
consultancy services, our H1 EBITDA matched the prior year's H1
result at GBP0.4m. The investment, funded by H1 growth, is expected
to fuel further future growth in H2 and beyond. Cash outflow and
the working capital cycle was in line with planned investment, and
our debt reduced.
Strategy
Our strategy is to grow internationally, organically and by
acquisition. We have a blue-chip and broad customer base. Our
widening portfolio of income streams enables us to provide an
increasing number of value-added and complementary services to our
growing roster of international customers.
The GRC fully integrated and comprehensive 'one-stop' offering
is focussed on people and process. It is uniquely positioned to
help organisations of all sizes deal with the cyber-crime current
and future challenges. From emergency response and data breach
services through to integrated cyber defence-in-depth and
regulatory compliance offerings, GRC responds quickly to customer
requirements.
Our continuing investment in building and improving our online
subscription services is driving continual improvements in customer
retention and forward revenue visibility, which will widen our
gross margin due to the inherent operational gearing in the
business.
In addition to building our own IP, we have a strategic focus on
our SEO (search engine optimisation). This enables us to dominate
search terms, widen our ecosystem, cross-sell more products and
services, and drive new online sales.
The fragmented market and our strengthening balance sheet will
provide us with opportunities to enhance our capabilities by
acquiring products and services both domestically and
internationally.
Current trading and outlook
We expect the current conflict between the caution and general
cost management agenda of company boards and the clear and present
danger that is cyber risk to resolve itself over the medium term in
favour of widespread investment in building cyber defence in depth
and cyber resilience. The Board believes that the Group is
extremely well placed to capitalise on this opportunity as it
occurs.
We continue to invest in our E-Commerce and SaaS divisions, and
back-office automation. These are clearly a competitive advantage
and the roll out of these developments, together with extensive
improvements in our outbound lead generation capabilities, will
support revenue growth in H2 and particularly in Q4, which is
traditionally our busiest period of the financial year.
We expect that our current sales and billings, marketing and
delivery activities, supported by deployment of SaaS and e-commerce
investments, the October publication of ISO/IEC 27001:2022 and our
seasonally strong Q4 will enable us to achieve our FY23 financial
objective. Current trading remains in line with market
expectations.
Alan Calder
Chief Executive Officer
Financial Review
Revenue
Revenue for the six months ended 30 September 2022 was up 11% to
GBP7.3m (H1 FY22: GBP6.6m) despite the extension in sales
cycles.
International revenue was up 14% to GBP1.6m (H1 FY22: GBP1.4m),
representing 22% (H1 FY22: 21%) of total Group revenue. Revenue
growth in the US was notable at 40% to GBP0.7m (H1 FY22: GBP0.5m).
The Group services most of its US based clients through its IT
Governance USA business and most of its European clients through
its IT Governance EU business, invoicing in USD and EUR
respectively. The use of local staff and suppliers means costs
incurred in local currency are a natural partial hedge against
foreign exchange risk.
Recurring and contracted revenue showed strong growth up 33% to
GBP5.3m (H1 FY22: GBP4.0). This accounts for 73% of total revenue
(H1 FY22: 61%).
The most significant revenue growth was in the SaaS division, up
31%, where the Group's investment in developing its high-margin and
highly scalable recurring revenue products is beginning to pay
off.
The E-Commerce division, which includes sales of public training
courses and documentation toolkits, is subject to seasonality and
is more sensitive than the Group's other divisions to changes in
macroeconomic circumstances. The comparative period benefited from
an element of post-pandemic bounce back. This year saw a more
traditional summer holiday season followed by the unexpected
disruption of an additional bank holiday and period of national
mourning due to the Queen's death.
Software
as a Service
GBP'm Services (SaaS) E-Commerce Total
------------ ------------ ----------------- -------------- ---------
H1 FY23 3.6 2.1 1.6 7.3
H1 FY22 3.2 1.6 1.8 6.6
FY FY22 6.6 3.7 3.6 13.9
------------ ------------ ----------------- -------------- ---------
Software
as a Service
Period-on-period % Services (SaaS) E-Commerce Total
----------------------- ------------ ----------------- -------------- ---------
H1 FY23 vs H1 FY22 13% 31% (11)% 11%
----------------------- ------------ ----------------- -------------- ---------
Billings
Billings were up 3% to GBP7.3m (HY FY22: GBP7.1m). The shift
towards recurring and contracted revenue means billings are more
closely aligned with revenue than has been the case historically.
Billings equate to the total value (net of VAT) of invoices raised
and cash sales through the Group's websites. Billings is considered
by the Board to be a key metric for managing the business due to
billings' direct relationship with cashflow.
Gross profit
Gross profit was up 16% to GBP4.4m (H1 FY22: GBP3.8m) with gross
margin also up by 200 basis points to 60% (H1 FY22: 58%).
The majority of the Group's direct cost base relates to
headcount for consultants and client delivery staff. There have
been operational improvements throughout many parts of the Services
division, which have driven improved consultant utilisation rates
and other efficiencies resulting from the Group's internal
automation projects.
This, along with the Group's focus on higher-margin subscription
services, has driven the overall improvement in margin. In
particular, the growth in retainer-type arrangements for some
contracts has driven margin improvement in the Services division
and improved forward visibility of revenue.
Notably, the Group's SaaS division had the highest revenue
increase at 31% and the highest gross margin % at 81%:
Segment H1 FY22 Revenue H1 FY23
change
Revenue Margin % Revenue Margin
---------- ----------
GBP GBP % GBP GBP %
Services 3.2 1.2 38% 13% 3.6 1.7 47%
SaaS 1.6 1.5 94% 31% 2.1 1.7 81%
E-Commerce 1.8 1.1 61% (11)% 1.6 1.0 63%
Total 6.6 3.8 58% 11% 7.3 4.4 60%
Administrative expenses
Administrative expenses as planned increased by GBP0.5m (up 11%)
to GBP4.9m (H1 FY22: GBP4.4m).
The increase in administrative expenses is primarily an
investment in the next stage of the Group's development, with
upfront investment in people, along with marketing and lead
generation initiatives, expected to deliver positive return in H2
and beyond.
As expected, the Group has seen some inflationary pressure in
certain areas of overhead spend, but management is focused on
controlling the impact without restricting top line growth.
EBITDA
Although EBITDA (earnings before interest, tax, depreciation,
and amortisation) is not a statutory measure, it is considered by
the Board to be an important key performance indicator as a more
accurate measure of underlying business performance, by removing
the impact of non-cash accounting adjustments.
EBITDA was GBP0.4m (H1 FY22: GBP0.4m). The revenue growth in H1
FY23 has largely been invested into the business to fund and
support further future growth, while still delivering a positive
return and leaving the Group well positioned to achieve its
full-year objectives.
GBP'M HY1 FY23 HY2 FY22 HY1 FY22
---------------------- --------- --------- ---------
Revenue 7.3 7.3 6.6
Operating loss (0.4) (0.3) (0.4)
Depreciation 0.1 0.1 0.1
Amortisation 0.7 0.7 0.7
EBITDA 0.4 0.5 0.4
---------------------- --------- --------- ---------
EBITDA as % Revenue 5% 7% 6%
Finance expense
The net finance expense of GBP0.1m (H1 FY22: GBP0.1m) relates to
interest on the Group's borrowings and leases accounted for under
IFRS 16.
Loss before tax
Loss before tax was GBP0.5m (H1 FY22: loss GBP0.5m).
Taxation
No provision for tax has been made in the period (H1 FY22:
GBPNil). The tax credit of GBP21,000 (H1 FY22: GBP19,000)
recognised relates to the unwinding of deferred tax on the
acquisition of DQM.
Earnings per share
Loss per share was 0.48 pence (H1 FY22: loss per share 0.47
pence).
Dividend
The Board is not paying an interim dividend for the period.
It will continue to review its dividend policy periodically.
Cash flow and cash/debt
The Group's closing cash position net of a bank overdraft was
GBP0.2m (30 September 2021: GBP0.1m).
Borrowings (excluding lease obligations) at period end were
GBP0.8m (31 March 2022: GBP1.1m, 30 September 2021: GBP1.3m).
The Group has banking facilities to provide adequate headroom
for unforeseen working capital requirements by way of an invoice
discounting facility.
In addition, the unsecured loan facility provided by Andrew
Brode for the amount of GBP700,000 at an interest rate of 5% above
the Bank of England base rate to provide additional working capital
is available to the Company until at least 31 December 2023 and
shall automatically renew for a further 12 months unless terminated
by either party. As at the period end and the date of this report
GBP350,000 remained available to be drawn down.
Statement of financial position
Net assets were GBP8.1m (31 March 2022: GBP8.7m, 30 September
2021: GBP6.4m).
Net current liabilities at period end were up by GBP1.0m during
the six months to GBP4.2m (31 March 2022: GBP3.2m, 30 September
2021: GBP5.6m).
The funds raised in January 2022 have been used as planned,
partly to reduce HMRC liabilities within trade and other payables
in accordance with agreed payment profiles, and partly invested in
projects expected to deliver future growth.
Intangible assets
The Group's accounting policy is that only directly attributable
staff costs of the technical teams developing the assets are
capitalised. No management time is capitalised, and neither is any
proportion of overheads or borrowing costs.
Additions of GBP1.0m (H1 FY22: GBP0.6m), relate to software,
website development, development of courseware and the development
of publishing products.
Capital structure
The issued share capital at 30 September 2022 was 107 ,826,246
(31 March 2022: 107 ,826,246, 30 September 2021: 99,931,509)
ordinary shares of GBP0.001 each.
On 27 September 2022 100,000 share options were granted .
Risks and uncertainties
The Board continually assesses and monitors the key risks of the
business. The key risks that could affect the Group's performance,
and the factors that mitigate these risks, have not significantly
changed from those set out on pages 24 to 25 of the Group's Annual
Report for 2022 (a copy of which is available from our website
www.grci.group).
Chris Hartshorne
Finance Director
Unaudited Consolidated Income Statement for the six months ended
30 September 2022
Notes 6 months 12 months 6 months
to 30 September to 31 to 30 September
2022 March 2021
unaudited 2022 unaudited
audited
GBP'000 GBP'000 GBP'000
Revenue 3 7,287 13,902 6,633
Cost of sales (2,885) (5,698) (2,813)
-------------------- ----------- --------------------
Gross profit 4,402 8,204 3,820
-------------------- ----------- --------------------
Administrative expenses
- Other administrative expenses (4,881) (9,141) (4,369)
- Exceptional administrative costs (36) - -
-------------------- ----------- --------------------
(4,917) (9,141) (4,369)
Other operating income 48 240 164
Operating loss (467) (697) (385)
Net financing costs (72) (304) (107)
Share of post-tax loss of equity-accounted - (2) -
joint ventures
Loss before taxation (539) (1,003) (492)
Taxation 21 6 19
Loss for the financial period (518) (997) (473)
-------------------- ----------- --------------------
Loss for the financial period attributable
to:
The Group's equity shareholders (518) (997) (473)
-------------------- ----------- --------------------
Basic loss per share (pence) 4 (0.48) (0.98) (0.47)
-------------------- ----------- --------------------
Diluted loss per share (pence) 4 (0.48) (0.98) (0.47)
-------------------- ----------- --------------------
All the Group's loss relates to continuing operations
The accompanying accounting policies and notes form an integral
part of these financial statements.
Unaudited Consolidated Statement of Comprehensive Income for the
six months ended 30 September 2022
6 months 12 months 6 months
to 30 September to 31 to 30 September
2022 March 2021
Unaudited 2022 unaudited
Audited
GBP'000 GBP'000 GBP'000
------------------------------------------- -------------------- ----------- --------------------
Loss for the financial period (518) (997) (473)
Other comprehensive loss - items
that may subsequently be reclassified
to profit/loss:
Exchange differences on translation
of foreign operations (35) (1) (2)
-------------------------------------------- -------------------- ----------- --------------------
Other comprehensive loss for the
financial period, net of tax (35) (1) (2)
Total comprehensive loss for the
financial period (553) (998) (475)
-------------------------------------------- -------------------- ----------- --------------------
Total comprehensive loss attributable
to equity shareholders of the parent (553) (998) (475)
-------------------------------------------- -------------------- ----------- --------------------
The accompanying accounting policies and notes form an integral
part of these financial statements.
Unaudited Consolidated Statement of Financial Position as at 30
September 2022
Notes 6 months 12 months 6 months
to 30 September to 31 to 30 September
2022 March 2021
Unaudited 2022 unaudited
Audited
GBP'000 GBP'000 GBP'000
Assets
Non-current assets
Goodwill 6,804 6,804 6,804
Intangible assets 5 5,876 5,630 5,699
Property, plant and equipment 293 325 301
Investments accounted for using
the equity method 17 17 20
12,990 12,776 12,824
-------------------- ------------ --------------------
Current assets
Inventories - - 31
Trade and other receivables 1,376 1,612 1,535
Cash at bank 199 2,099 147
1,575 3,711 1,713
-------------------- ------------ --------------------
Current liabilities
Trade and other payables (4,975) (5,935) (6,188)
Borrowings (526) (722) (879)
Lease obligations (101) (117) (122)
Current tax (127) (127) (129)
-------------------- ------------ --------------------
(5,729) (6,901) (7,318)
-------------------- ------------ --------------------
Net current liabilities (4,154) (3,190) (5,605)
-------------------- ------------ --------------------
Non-current liabilities
Trade and other payables - (73) -
Borrowings (252) (329) (412)
Lease obligations (119) (145) (52)
Deferred tax liability (317) (338) (324)
-------------------- ------------ --------------------
(688) (885) (788)
-------------------- ------------ --------------------
Net assets 8,148 8,701 6,431
-------------------- ------------ --------------------
Equity
Share capital 6 108 108 100
Share premium 16,012 16,012 13,227
Merger reserve 4,276 4,276 4,276
Share-based payment reserve 126 126 126
Translation reserve (44) (9) (10)
Accumulated deficit (12,330) (11,812) (11,288)
-------------------- ------------ --------------------
Total equity 8,148 8,701 6,431
-------------------- ------------ --------------------
Unaudited Consolidated Statement of Changes in Equity for the
six months ended 30 September 2022
Share-based
Share Share Merger payment Retained Translation
capital premium reserve reserve earnings reserve Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
------------------ ----------- ----------- ----------- --------------- ------------ --------------- -----------
Balance at 1
April 2021
(audited) 100 13,227 4,276 126 (10,815) (8) 6,906
Loss for the
period - - - - (473) - (473)
Foreign
exchange
difference
on
consolidation - - - - - (2) (2)
------------------ ----------- ----------- ----------- --------------- ------------ --------------- -----------
Total
comprehensive
loss
for the
period - - - - (473) (2) (475)
At 30
September
2021
(unaudited) 100 13,227 4,276 126 (11,288) (10) 6,431
------------------ ----------- ----------- ----------- --------------- ------------ --------------- -----------
Share-based
Share Share Merger payment Retained Translation
capital premium reserve reserve earnings reserve Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
------------------ ----------- ----------- ----------- --------------- ------------ --------------- -----------
Balance at 1
April 2021
(audited) 100 13,227 4,276 126 (10,815) (8) 6,906
Loss for the
period - - - - (997) - (997)
Foreign
exchange
difference
on
consolidation - - - - - (1) (1)
------------------ ----------- ----------- ----------- --------------- ------------ --------------- -----------
Total
comprehensive
loss
for the
period - - - - (997) (1) (998)
------------------ ----------- ----------- ----------- --------------- ------------ --------------- -----------
Shares issued 8 2,992 - - - - 3,000
Cost of share
issue - (207) - - - - (207)
------------------ ----------- ----------- ----------- --------------- ------------ --------------- -----------
Transactions
with owners 8 2,785 - - - - 2,793
------------------ ----------- ----------- ----------- --------------- ------------ --------------- -----------
At 31 March
2022
(audited) 108 16,012 4,276 126 (11,812) (9) 8,701
Loss for the
period - - - - (518) - (518)
Foreign
exchange
difference
on
consolidation - - - - - (35) (35)
------------------ ----------- ----------- ----------- --------------- ------------ --------------- -----------
Total
comprehensive
loss
for the
period - - - - (518) (35) (553)
------------------ ----------- ----------- ----------- --------------- ------------ --------------- -----------
At 30
September
2022
(unaudited) 108 16,012 4,276 126 (12,330) (44) 8,148
------------------ ----------- ----------- ----------- --------------- ------------ --------------- -----------
The accompanying accounting policies and notes form an integral
part of these financial statements.
Unaudited Consolidated Statement of Cash Flows for the six
months ended 30 September 2022
Notes 6 months 12 months 6 months
to 30 September to 31 to 30 September
2022 March 2021
Unaudited 2022 unaudited
audited
GBP'000 GBP'000 GBP'000
Cash flow from operating activities
Loss before tax (518) (997) (492)
Adjustments for:
Depreciation of plant and equipment 19 91 53
Amortisation of right-of-use assets 47 143 84
Amortisation of intangible fixed
assets 5 719 1,367 668
Loss on disposal of fixed assets - 50 -
Foreign exchange (gains)/losses (4) 18 10
Share of post-tax loss of equity-accounted - 2 -
joint ventures
Finance expenses 73 304 107
Finance income (1) - -
Income tax expenses (21) (6) -
-------------------- ----------- --------------------
Operating Cashflows before changes
in working capital 314 972 430
Decrease in inventories - 33 2
Decrease in trade and other receivables 252 83 161
(Increase)/decrease in trade and
other payables (1,086) 28 191
-------------------- ----------- --------------------
(520) 1,116 784
Income tax refund - 5 -
-------------------- ----------- --------------------
Net cash (outflow)/inflow from
operating activities (520) 1,121 784
Investing activities
Purchase of intangible assets (963) (1,231) (602)
Purchase of plant and equipment (37) (47) (11)
Acquisition of joint venture investment - (13) (13)
-------------------- ----------- --------------------
Net cash outflow in operating activities (1,000) (1,291) (626)
-------------------- ----------- --------------------
Financing activities
Proceeds from issue of shares - 3,000 -
Costs of share issue - (207) -
Proceeds from borrowings - 546 276
Repayment of borrowings (284) (836) (316)
Interest paid (50) (245) (85)
Interest on lease liability on
right-of-use asset (13) (69) (13)
Payment of lease liabilities on
right-of-use assets (43) (155) (107)
Net cash (outflow)/inflow from
financing liabilities (390) 2,034 (245)
Net (decrease)/increase in cash
and cash equivalents (1,910) 1,864 (87)
Cash and cash equivalents at beginning
of financial period 2,099 233 233
Effects of exchange rate changes 10 2 1
-------------------- ----------- --------------------
Cash and cash equivalents at end
of financial period 199 2,099 147
-------------------- ----------- --------------------
Comprising
Cash at bank 199 2,099 147
-------------------- ----------- --------------------
The accompanying accounting policies and notes form an integral
part of these financial statements.
1. Nature of operations and general information
GRC International Group plc ('GRC International Group' or 'the
Company') is a public limited company limited by shares,
incorporated and domiciled in England and Wales. The registered
company number is 11036180 and the registered office is Unit 3
Clive Court, Bartholemew's Walk, Cambridgeshire Business Park, Ely,
Cambridgeshire, CB7 4EA.
The principal activities of GRC International Group and its
subsidiary companies is as a one-stop shop for IT governance
including books, tools, learning and consultancy services.
The interim financial statements have not been audited or
reviewed by the auditors.
2. Basis of preparation of half-year report
The condensed consolidated interim financial report for the
half-year reporting period ended 30 September 2022 has been
prepared in accordance with Accounting Standard IAS 34 Interim
Financial Reporting.
The results include the results of GRC International Group plc
and its subsidiaries.
A subsidiary is a company controlled directly by the Group.
Control is achieved where the Group has the power over the
investee, rights to
variable returns and the ability to use the power to affect the
investee's returns.
Income and expenses of subsidiaries acquired during the year are
included in the Consolidated Income Statement from the effective
date of control. When necessary, adjustments are made to the
financial statements of subsidiaries to bring their accounting
policies into line with those used by the Company.
All intra-Group transactions, balances, income, and expenses are
eliminated in full on consolidation.
The Interim report does not include all the notes of the type
normally included in an annual financial report. Accordingly, this
report is to be read in conjunction with the annual report for the
year ended 31 March 2022 and any public announcements made by GRC
International Group plc during the interim period.
Half-yearly (interim) reports
The comparative financial information for the year ended 31
March 2022 in this interim report does not constitute statutory
accounts for that year.
The statutory accounts for the year ended 31 March 2022 have
been delivered to the Registrar of Companies. The auditors' report
on those accounts was unqualified and did not contain a statement
under 498(2) or 498(3) of the Companies Act 2006.
3. Revenue
Revenue is all derived from continuing operations. The analysis of revenue
by category:
6 months 12 months 6 months
to 30 September to 31 March to 30 September
2022 2022 2021
Unaudited Audited unaudited
GBP'000 GBP'000 GBP'000
Sale of goods 391 824 436
Provision of
services 6,896 13,078 6,197
-------------------- ------------- --------------------
7,287 13,902 6,633
Other income* 48 240 164
Total revenue 7,335 14,142 6,797
-------------------- ------------- --------------------
*Other income relates to rent received from the sub-let of some
of the Group's office space.
4. Earnings per share
Basic earnings per share is based on the loss after tax for the
year and the weighted average number of shares in issue during each
year.
6 months 12 months 6 months
to 30 September to 31 March to 30 September
2022 2022 2021
Unaudited Audited Unaudited
Loss attributable to equity holders
of the group GBP'000 (518) (997) (473)
Weighted average number of shares
in issue 107,826,246 101,510,456 99,931,509
-------------------- --------------- --------------------
Basic loss per share (pence) (0.48) (0.98) (0.47)
-------------------- --------------- --------------------
Diluted earnings per share is calculated by adjusting the
average number of shares in issue during the year to assume
conversion of all dilutive potential ordinary shares.
Taking the Group's share options into consideration in respect
of the Group's weighted average number of ordinary shares for the
purposes of diluted earnings per share, is as follows:
6 months 12 months 6 months
to 30 to 31 to 30 September
September March 2020
2022 2022 Unaudited
Unaudited Audited
Number of shares 107,826,246 101,510,456 99,931,509
Dilutive (potential dilutive) effect - -
of share options
--------------- --------------- --------------------
Weighted average number of ordinary shares
for the purposes of diluted earnings
per share 107,826,246 101,510,456 99,931,509
Diluted loss per share (pence) (0.48) (0.98) (0.47)
--------------- --------------- --------------------
For the purpose of diluted earnings per share in a loss-making
situation, options are not dilutive.
5. Intangible assets
Consultancy Software
products and
Marketing Publishing and website Customer
tools products courseware costs Trademarks relationships Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Cost
At 1 April
2021
(audited) 63 400 1,036 6,177 466 1,843 9,985
Additions 3 51 182 995 - - 1,231
Foreign - - - - - - -
exchange
movement
------------- -------------- --------------- ------------ ----------- ----------------- -----------
At 31 March
2022 66 451 1,218 7,172 466 1,843 11,216
Additions - 37 147 779 - - 963
Foreign
exchange
movement 1 - 2 - - - 3
------------- -------------- --------------- ------------ ----------- ----------------- -----------
At 30
September
2022 67 488 1,367 7,951 466 1,843 12,182
------------- -------------- --------------- ------------ ----------- ----------------- -----------
Accumulated
depreciation
At 1 April
2021
(audited) 63 266 414 3,057 100 320 4,220
Charge for
year - 51 112 1,003 47 153 1,366
Foreign - - - - - - -
exchange
movement
------------- -------------- --------------- ------------ ----------- ----------------- -----------
At 31 March
2022 63 317 526 4,060 147 473 5,586
Charge for
period 1 28 61 529 23 77 719
Foreign
exchange
movement - - 1 - - - 1
------------- -------------- --------------- ------------ ----------- ----------------- -----------
At 30
September
2022 64 345 588 4,589 170 550 6,306
------------- -------------- --------------- ------------ ----------- ----------------- -----------
Net book
value
At 30
September
2022 3 143 779 3,362 296 1,293 5,876
------------- -------------- --------------- ------------ ----------- ----------------- -----------
At 31 March
2022 3 134 692 3,112 319 1,370 5,630
------------- -------------- --------------- ------------ ----------- ----------------- -----------
Amortisation is included within administrative expenses.
6. Authorised, allotted, issued and fully paid
6 months 12 months 6 months
to 30 to 31 to 30
September March September
2022 2022 2021
unaudited audited unaudited
Number GBP'000 Number GBP'000 Number GBP'000
Ordinary shares
of
GBP0.001 each 107,826,246 108 107,826,246 108 99,931,509 100
107,826,246 108 107,826,246 108 99,931,509 100
--------------- -------------- --------------- ----------- -------------- --------------
7. Events after the reporting period
There have been no events that require disclosure in accordance
with IAS10, 'Events after the balance sheet date'.
[1] Cybersecurity Market Trends, Size| Industry Growth 2021 to
2026 With COVID Impact - Mordor Intelligence .
[2] Cybersecurity Jobs Report: 3.5 million Openings In 2025 -
cybersecurityventures.com .
[3] Marsh Commercial: New catastrophic risks and insurance
market challenges (March 2022).
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IR DDLFBLLLZFBX
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