Earnings release
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RNS Number : 1126ENCC Group PLC21 October 2025 21 October 2025 NCC Group plc Strategy and trading update for the year ended 30 September 2025 Adjusted EBITDA1 expected to be in line with the Board's expectations, net cash ahead NCC Group plc (LSE: NCC, "NCC Group" or "the Group"), the global cyber security and software escrow experts, todayprovides an update on unaudited trading for the financial year ended 30 September 2025. Trading update The Board expects Group revenue on a constant currency basis (excluding non-core disposals2) to have declined by c.2.5% toc.£294m with Escode experiencing growth of c.2% to c.£66.5m offset by a Cyber Security decline of c.4% to c.£227m. Revenue performance in H2 on a constant currency basis (excluding non-core disposals2) for both Escode and Cyber Securityhas steadily improved from the position at H1 2025, with Escode H2 2025 HoH growth of c.2.5% compared to H1 2025 HoHgrowth of 1.8%, and Cyber Security H2 2025 HoH decline of c.1.5% compared to H1 2025 6.3% HoH decline. Gross margins (excluding non-core disposals2) are expected to be c.44.5% (2024: 43.9%, H1 2025: 43.2%) as the Groupmaintained operational discipline, with Escode Gross margin at c.71% (2024: 68.8%, H1 2025: 70.0%) and Cyber SecurityGross margin at c.36.5% (2024: 37.0%, H1 2025: 35.0%). The Board is pleased with the Group's overall profitability for the year, with Adjusted EBITDA1 expected to be c.£43.5m, inline with the Board's expectations. Net cash as at 30 September 2025 is expected to be c.£13m. The Group will publish its audited Group results for the year ended 30 September 2025 on 11 December 2025. Strategy update On 28 April 2025, the Board confirmed that it was investigating a number of options for its Escode business including apotential sale (Escode Review). We currently remain in that process and we will provide a further update in due course. Reflecting the Board's continued confidence in the future prospects of the Group, and the strength of the balance sheet,regardless of the outcome of the Escode Review we intend to commence an initial share buy-back programme. This will becarried out utilising our current shareholder authority and in accordance with our Capital Allocation Policy, and relevant legaland regulatory obligations. The initial share buy-back programme will not launch before 11 December 2025 and the Boardwill provide further detail when appropriate. In addition, our existing Dividend Policy will remain unchanged by any sharebuy-back programme. Further to a subsequent announcement on 16 July 2025, the Board confirms that the Group remains in the early stages of areview of all strategic options for its Cyber business should the Escode business be sold, this includes a range of potentialoutcomes including potential offers for the entire issued and to be issued share capital of the Company, and that no decisionhas been made regarding which options will be pursued. The UK Panel on Takeover and Mergers has confirmed that the foregoing statement in relation to FY25 Adjusted EBITDA1 (the "Profit Estimate") constitutes an ordinary course profit forecast for the purposes of Note 2(b) to Rule 28.1 of the CityCode on Takeovers and Mergers (the "Takeover Code"), to which the requirements of Rule 28.1(c)(i) of the Takeover Codeapply. The additional disclosures required by the Takeover Code are set out in the Appendix to this announcement. Footnotes: 1: Adjusted EBITDA includes non-core disposals 2 and after the deduction of share based payments. 2: Non-core disposals refer to the disposals of Fox-IT Crypto and Fox DetACT. The disposal of Fox-IT Crypto and Fox DetACT completedon 28 March 2025 and 30 April 2024, respectively. Revenue and Adjusted EBITDA (before management charges) for these non-coredisposals in H1 2025 amounted to £11.5m (H1 2024: £13.2m, 2024: £24.0m) and £3.1m (H1 2024: £4.5m, 2024: £7.6m) respectively. Contact information Investor enquiries: Yvonne Harley VP, Investor Relations & Sustainability Tel: +44 (0)7824 412405 Email: Investor_Relations@nccgroup.com Media enquiries: H/Advisors Maitland Neil Bennett Tel: +44 (0)7900 000777 Email: NCCGroup-maitland@h-advisors.global About NCC Group plc
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NCC Group is a people-powered, tech-enabled global cyber security and software escrow business. Driven by a collective purpose to create a more secure digital future, c. 2,000 colleagues across Europe, North America,and Asia Pacific harness their collective insight, intelligence, and innovation to deliver cyber resilience solutions for bothpublic and private sector clients globally. With decades of experience and a rich heritage, NCC Group is committed to developing sustainable solutions that continue tomeet client's current and future cyber security challenges. Cautionary note regarding forward-looking statement This announcement includes statements that are forward-looking in nature. Forward-looking statements involve known andunknown risks, assumptions, uncertainties, and other factors, which may cause the actual results, performance, orachievements of the Group to be materially different from any future results, performance or achievements expressed orimplied by such forward-looking statements. Except as required by the Listing Rules, Disclosure & Transparency Rules andapplicable law, the Group undertakes no obligation to update, revise or change any forward-looking statements to reflectevents or developments occurring on or after the date such statements are published. APPENDIX: RULE 28 OF THE TAKEOVER CODE The UK Panel on Takeovers and Mergers has confirmed that the Profit Estimate constitutes an ordinary course profit forecastfor the purposes of Note 2(b) to Rule 28.1 of the Takeover Code, to which the requirements of Rule 28.1(c)(i) of the TakeoverCode apply. Directors' confirmation The directors have considered the Profit Estimate and confirm that it remains valid as at the date of this statement, has beenproperly compiled and the basis of the accounting used is consistent with the Group's existing accounting policies. Basis of preparation The Profit Estimate is based on the Group's current internal unaudited consolidated accounts for the year ended 30 September2025. The Profit Estimate is not based on any assumptions. The basis of the accounting policies used in the Profit Estimate isconsistent with the existing accounting policies of the Group, which uses 'Alternative Performance Measures' or other non-International Financial Reporting Standards measures and then reconciles such measures to International Financial ReportingStandards as approved by the International Accounting Standards Board and adopted by the European Union. This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authorityto act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this informationmay apply. For further information, please contact rns@lseg.com or visit www.rns.com. RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the informationcontained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. Forfurther information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy. END UPDURAKRVAURUAA