REG - NCC Group PLC - Unaudited interim results for 6-months to 31/3/25
19/06/2025 07:00
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RNS Number : 4732N NCC Group PLC 19 June 2025
19 June 2025
NCC Group plc
Unaudited interim results for the period ended 31 March 2025
Significant increase in pre-tax profit from successful non-core disposal;
elimination of net debt;
Escode ownership discussions ongoing; Cyber Security division pivots towards
strategic client relationships
NCC Group plc (LSE: NCC, "NCC Group" or "the Group"), a people-powered,
tech-enabled global cyber security and software escrow business, reports its
interim results for the six-months to 31 March 2025 ("the half year", "HY",
"H1 2025", "the period").
Highlights
· The Group reported Adjusted EBITDA (1,2) of £21.5m down from
£25.5m in H1 2024 (the six-months to 31 March 2024). FY25 Adjusted EBITDA
remains in line with our previous guidance as we maintain gross margins and
realise operational efficiencies.
· Profit before taxation grew to £16.6m from £8.4m in H1 2024, as
a result of the one-off profit (£11.3m in H1 2025) from the sale of our Fox
Crypto business for a total consideration of £65.6m completed in March 2025.
· This disposal has helped to eliminate Group borrowings, with net
cash of £0.3m at 31 March 2025 compared to net debt of £53.5m at 31 March
2024. In conjunction with our successful refinancing in April 2025, this
supports strategic options for capital allocation and value enhancing M&A
opportunities.
· Escode revenue grew 1.8% on a constant currency basis (1) and
delivered an Adjusted EBITDA (1,2) of £14.8m. The business has now
delivered ten consecutive quarters of year-on-year revenue growth.
· As announced on 28 April 2025, the Group is investigating options
for its Escode business including a potential sale and is now holding
discussions with interested parties. If a transaction were to conclude it
would enable the Group to consider a significant return of capital to
shareholders and further investment in the Cyber Security business. The Board
will provide an update as and when appropriate.
· Cyber Security revenue declined 6.6% on a constant currency basis
(1) and delivered an Adjusted EBITDA (1,2 ) of £11.0m. We experienced a
decline in our high-volume, lower value testing and compliance engagements as
clients reacted to macroeconomic uncertainties in the autumn and spring. Per
our strategy, we are achieving a positive shift in revenue mix to strategic
higher value engagements in the form of Managed Services, Identity &
Access Management, Operational Technology security and advanced testing. These
areas have longer sales and onboarding cycles that are supported by our
scalable global delivery capabilities and strategic technology partnerships.
· The Board has declared an unchanged interim dividend of 1.50p per
ordinary share for the six-months ended 31 March 2025, marking 20 consecutive
years of dividend payments for shareholders.
· The Board expects Revenue (excluding non-core disposals) for the
year ended 30 September 2025 to decline marginally, with Escode experiencing
single digit revenue growth offset by a decline of c.5% in Cyber Security
(excluding non-core disposals) as that business pivots towards strategic
client relationships. Current Cyber Security pipeline is building and we
expect to return to revenue growth in FY26.
Financial highlights:
Period ending Unaudited Change at actual Change at constant currency (1)
Unaudited H1 2024 rates
H1 2025
Revenue (£m) (1) 156.8 166.8 (6.0%) (4.9%)
Cyber Security - (£m) 123.5 133.9 (7.8%) (6.6%)
Escode - (£m) 33.3 32.9 1.2% 1.8%
Gross margin (%) 43.2% 42.8% 0.4% pts
Cyber Security - (%) 36.0% 36.6% (0.6%) pts
Escode - (%) 70.0% 68.1% 1.9% pts
Adjusted EBITDA (£m) (1, 2 ) 21.5 25.5 (15.7%)
Operating profit (£m) 20.0 11.7 70.9%
Profit before taxation (£m) 16.6 8.4 97.6%
Net cash/(debt) excluding lease liabilities (£m) (1) 0.3 (53.5) 100.6%
Interim dividend (pence) 1.50 1.50 -
Footnotes:
1: Revenue at constant currency, Adjusted EBITDA, Adjusted Operating profit,
Adjusted basic EPS, Net cash/(debt) excluding lease liabilities and cash
conversion are Alternative Performance Measures (APMs) and not IFRS measures.
See unaudited appendix 1 and the Financial Review for an explanation of APMs
and adjusting items, including a reconciliation to statutory information.
2: The Group reports only one adjusted item: Individual Significant Items
(includes the £11.3m profit on disposal of Fox Crypto and £1.9m of
re-organisation & strategic review of Escode costs). For further details,
please refer to unaudited appendix 1 and the Financial Review, which includes
an explanation of APMs and adjusting items, along with a reconciliation to
statutory information.
Mike Maddison, Chief Executive Officer, commented:
"I want to thank colleagues for their focus and efforts in transforming NCC
Group into two distinct businesses. Further significant progress has been made
on our strategy: we've completed the complex sale of our non-core Fox Crypto
business and finalised the evolution of our Cyber Security business into four
globally consistent service lines.
Demand for cyber security services has never been clearer, reflected in strong
pipeline growth particularly in solutions related to our investment areas. Our
success is driven by a deep penetration testing expertise, a developing global
delivery model including our expanding team in the Philippines and strong
technology partnerships. We are making progress reflecting the changing market
and pivoting to strategic client relationships and projects underpinned by
recurring revenue, multidisciplinary capabilities and global delivery.
Escode has now delivered ten consecutive quarters of year-on-year revenue
growth. As announced on 28 April 2025, we are exploring strategic options for
Escode, including a potential sale. If concluded, this would enable NCC to
become a pure-play Cyber Security provider and return significant capital to
shareholders and make further investment in our Cyber Security business.
With a new £120m borrowing facility and the Fox Crypto disposal complete, we
are well-positioned to pursue value-enhancing acquisitions in Cyber Security."
Contact information
Investor enquiries:
Yvonne Harley Tel: +44(0)7824 412405
Director of Investor Relations & Sustainability Email: Investor_Relations@nccgroup.com
(mailto:Investor_Relations@nccgroup.com)
Media enquiries:
H/Advisors Maitland Tel: +44(0)20 379 5151
Sam Cartwright/Katie Hughes Email: N (mailto:NCCGroup-maitland@h-advisors.global)
CCGroup-maitland@h-advisors.global
(mailto:NCCGroup-maitland@h-advisors.global)
Presentation of results - audio webcast and conference call details:
A live webcast of the presentation from Mike Maddison, CEO and Guy Ellis, CFO
and a Q&A will be held at 8:30am BST on Thursday 19 June 2025 for
investors and analysts. Please register for the webcast
at https://brrmedia.news/NCC_HY_2025 (https://brrmedia.news/NCC_HY_2025) .
A recording of the webcast will be made available on NCC's Plc website
(https://www.nccgroupplc.com/ (https://www.nccgroupplc.com/) ) as soon as
possible following the presentation.
About NCC Group plc
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,
2,200 colleagues across Europe, North America, and Asia Pacific harness their
collective insight, intelligence, and innovation to deliver cyber resilience
solutions for both public and private sector clients globally.
With decades of experience and a rich heritage, NCC Group is committed to
developing sustainable solutions that continue to meet 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 and unknown risks, assumptions,
uncertainties, and other factors, which may cause the actual results,
performance, or achievements of the Group to be materially different from any
future results, performance or achievements expressed or implied by such
forward-looking statements. Except as required by the Listing Rules,
Disclosure and Transparency Rules and applicable law, the Group undertakes no
obligation to update, revise or change any forward-looking statements to
reflect events or developments occurring on or after the date such statements
are published.
Chief Executive Officer's business review
Introduction
During H1 2025, our work to create two distinct and focused businesses
continued. We completed the sale of Fox-IT Crypto for £65.6 million, which
enabled us to eliminate the Group's net borrowings, a position that gives us
far more flexibility to invest and plan for the future in a continually
evolving market. We are investigating the potential sale of Escode, our
market-leading escrow business and recently began discussions with a number of
interested parties. Were these discussions to result in a successful
transaction, this would pave the way for a significant return of capital to
shareholders and further investment in the Cyber Security business.
Escode revenue continues to perform well and the business has now delivered
ten consecutive quarters of year-on-year revenue growth.
The Group delivered Adjusted EBITDA (1,2) of £21.5m, down 15.7%. With our
focus on long-term growth plans, we are pleased with our progress in
repositioning our Cyber Security business to maximise future revenue
opportunities, while maintaining gross margins and tight control of our cost
base. In the past six months we have seen profit before taxation almost double
(up 97.6%) to £16.6m compared to the first half of 2024, as a result of a
one-off benefit from the sale of Fox Crypto (gain on disposal of £11.3m in H1
2025). Following completion of the Fox Crypto transaction, the Group had net
cash of £0.3m as at 31 March 2025.
Our strategy continues to be the right one
The need for organisations to develop a strong Cyber Security environment has
never been clearer, demonstrated by the strong pipeline growth in our
strategic higher value capabilities. The unique combination of deep
penetration testing capability, our expanding global delivery model (which now
includes a growing skills base in the Philippines), differentiated technical
skills and technology alliances, underpin our ability to succeed. Our journey
continues, improving our global Cyber Security offering and our sales and
marketing strategy. We have come a long way since I outlined our
transformation strategy in 2023 to address our delivery model, our over
reliance on short term testing engagements and US tech customer concentration
risk. This has moved us towards unlocking our potential with a higher
proportion of annual recurring revenue supported by a single technology stack
and the opportunity to leverage our scalable flywheel of Cyber services.
This is supported by a network of partners and strategic alliances to optimise
our solutions for clients, which is evident in the awards and recognition we
receive, including Splunk's 2024 global Partner award and UK and Ireland
Security partner award 2025, and Horizon3.ai Global Partner of the Year. In
FY22 we had no strategic global partnerships - now we have Microsoft, Dragos,
Cycognito, Splunk and we are also a paid research partner for Google.
Market trends, threat landscape and continued regulation - the market
continues to evolve
The environment in which NCC Group operates is shaped by a complex interplay
of macroeconomic, geopolitical, and technological forces. As we celebrate our
25 year anniversary, we remain confident our transformation strategy will
deliver growth underpinned by the range of services, geographic coverage,
breadth and depth of offering. Cautious client behaviour and the lengthening
sales and onboarding cycles reported in December 2024 has impacted our first
half results. This is also against a backdrop of macro-economic uncertainty,
IT & security budgets being under scrutiny and competitive pricing.
Importantly, over the past six months we have continued to see
cyber-resilience elevated as a core business-risk agenda item to the C-Suite
as opposed to a purely IT consideration. This pivot is most evident in highly
regulated verticals - financial services, healthcare, government, and critical
infrastructure, where regulatory scrutiny and heightened director liability is
driving materially larger, multi-year security programmes. Within Operational
Technology (OT) in particular, full risk reviews and resilience roadmaps are
being commissioned as the potential business interruption cost of an OT outage
becomes clearer. Our global delivery model ensures that these international
operators can obtain expert support around the clock, irrespective of time
zone or geography. Strategically, our global delivery engine is a
differentiated and scalable service that enables us to be competitive.
Ransomware remains widespread and we have seen a marked uplift in AI-enabled
phishing and double-extortion campaigns, with industrial and public sector
clients disproportionately affected and the recent retail sector in the UK.
This evolving threat landscape is leading organisations to favour Managed
(Extended) Detection & Response (MDR/MXDR) solutions that provide
continuous monitoring across endpoint, cloud, identity, and OT telemetry. In
addition, businesses are requesting OT-specific MDR to counter the increase in
attacks against industrial-control environments.
Regulatory momentum has intensified across all our core territories and key
customer verticals. The EU Cyber Resilience Act and the UK's forthcoming AI
Cyber-Security Code of Practice will embed secure-by-design requirements up
the software supply chain, while NIS2, DORA and sector-specific mandates in
energy and transport expand the range of organisations that must evidence
robust cyber controls and incident-reporting disciplines. These developments
are complemented by comparable moves in the US, Australia and APAC, signalling
a global consensus for higher standards. Demand for strategic advisory and
independent validation against these emerging frameworks is fuelling growth in
our consulting and assurance work across OT environments and heavily regulated
industries. NCC Group's recognised contribution to the UK Government's AI and
CRA initiatives underpins our reputation as a leading provider of regulatory
advisory and assurance services.
The worldwide shortfall in qualified cyber security professionals continues to
become more acute. This structural gap is most evident in highly specialised
skills, including advanced testing, OT, and Identity & Access Management
disciplines. This is expected to drive outsourcing to third-party cyber
security services. Clients are relying on our global delivery hubs to ensure
around-the-clock expert coverage without inflating their cost base as a cost
of employment. Additionally, the strong reputation that we have among cyber
professionals positions us to attract talent more easily than our competitors,
with our academy/training ability allowing us to further expand and strengthen
this talent base.
Hybrid working and personal device policies have shifted the security
perimeter from the edge of the Enterprise network to the user and their
devices. Identity & Access Management and Zero-Trust architectures are
consequently commanding a growing share of security budgets. This is further
driven by requirements to demonstrate granular access controls under NIS2 and
other critical-infrastructure regulations. Our dedicated Digital Identity
service is supporting clients through this transition, covering strategy,
implementation, and day-to-day identity operations.
Lastly, the attack surface is expanding, with cloud migrations accelerating,
SaaS proliferation and AI adoption continuing, as well as early discussions
ongoing regarding the implications of quantum computing. Each new platform
expands the potential for malicious attacks and reinforces the need for
security to be embedded earlier into development pipelines. Demand is
therefore rising for secure-by-design assessments, supply chain software
assurance and MXDR coverage that spans traditional IT, cloud, and OT
environments. The breadth of clients we serve across industries, geographies,
and IT and OT environments has allowed us to build unique IP to help clients
secure this expanding attack surface.
Business Performance
Group Revenue declined in H1 2025 compared to H1 2024 by -4.9% on a constant
currency basis (1) (Actual rates: -6.0%) with Cyber Security Revenue declining
by -6.6% on a constant currency basis (1) (Actual rates: -7.8%) and Escode
growing by 1.8% on a constant currency basis (1) (Actual rates: +1.2%). We
experienced a decline in our high volume, lower value testing and compliance
engagements as clients reacted to macroeconomic uncertainties in the autumn
and spring. Per our strategy, we are achieving a positive shift in revenue
mix to strategic higher value engagements in the form of Managed Services,
Identity & Access Management, Operational Technology security and advanced
testing. These areas have longer sales & onboarding cycles that are
supported by our scalable global delivery capabilities and strategic
technology partnerships.
Within the Cyber Security business we are increasing the strategic high-value
contracts with 57% of contracts sold in H1 2025 over £500k, compared to 31%
in FY22. We are also increasing our focus and investment in the fastest
growing areas of the cyber security market - Identity and Access Management,
Operational Technology, Managed Services and Red Team services.
This increased strategic focus is designed to offset the decline in our lower
value transactional testing business, which while still valuable, is defined
by single capability opportunities and less predictable workflows in terms of
forecasting and scheduling our valuable resources. There is, however, a
consequential lag impact in terms of the increased time to close these
strategic high-value contracts and recognising revenue.
Escode demonstrated another strong performance with revenue growing 1.8% on a
constant currency basis (1) and Adjusted EBITDA of £14.8m meaning the
division has now delivered ten consecutive quarters of period-on-period
revenue growth and a progressive profit performance.
The Group has been effective in controlling its gross margin and operating
costs. Administrative expenses (excluding share based payments, depreciation
and amortisation and Individually Significant Items) have remained broadly
flat, increasing by just 0.2% to £44.8m (H1 2024: £44.7m). We continue to be
focused on identifying further operational efficiencies and ensuring that our
operating model is market aligned and delivery focused to support the
underlying Cyber Security business strategy.
Total dividends of £4.6m were recognised in the period (H1 2024: £4.7m),
which represented the final dividend for the 16-month period ended 30
September 2024 of 1.50p. The Board has declared an unchanged interim dividend
of 1.50p per ordinary share for the period ended 31 March 2025 as the Board
prioritises investment in the strategy and marking 20 consecutive years of
dividend payments for shareholders.
Fox Crypto non-core disposal
On 28 March 2025, the Group completed the disposal of Fox Crypto to CR Group
Nordic AB for a gross consideration of £65.6m (recognising a gain on disposal
of £11.3m in HY25). The disposal represents a continuation of the Group's
transformation strategy to simplify the business and increase the focus of our
Cyber Security business.
Bank Refinancing
On the 28 April 2025, we were pleased to announce a new
four-year £120m multi-currency revolving credit facility ("RCF"), with
a £50m uncommitted accordion option, provided by a syndicate of National
Westminster Bank plc, HSBC UK Bank plc, Barclays Bank plc and Santander UK
plc. The new RCF facility will expire on 28 April 2029 and replaces the
Group's previous £162.5m RCF, which had an expiry date of 22 December
2026.
As of 31 March 2025, the Group had net cash of £0.3m following the
disposal of Fox Crypto for £65.6m. The new facility is unsecured, with a
margin payable above SONIA/SOFR on a ratchet mechanism in the range of 1.35%
to 2.35% depending on the level of the Group's leverage. This strong balance
sheet, combined with this new finance facility provides the Group with
considerable flexibility to pursue its strategy and selective M&A in 2025
and beyond.
Escode potential disposal
As announced on 28 April 2025, the Group is investigating options for its
Escode business including a potential sale and is now holding discussions with
interested parties. No decision has been made on whether to proceed with any
transaction, but if a transaction were to conclude it would enable a
significant return of capital to shareholders and further investment in the
Cyber Security business. The Board will provide an update as and when
appropriate.
Outlook
FY25 Adjusted EBITDA remains in line with our previous guidance as we maintain
gross margins and realise operational efficiencies.
The Board anticipates that Revenue (excluding non-core disposals) for the year
ended 30 September 2025 is expected to decline marginally, with Escode
experiencing single digit revenue growth offset by a decline of c.5% in Cyber
Security (excluding non-core disposals) as that division pivots towards
strategic client relationships. Current Cyber Security pipeline is
building and we expect to return to revenue growth in FY26.
If a potential Escode transaction were to conclude it would enable a
significant return of capital to shareholders and further investment in the
business.
Footnotes:
1: Revenue at constant currency, Adjusted EBITDA, Adjusted Operating profit,
Adjusted basic EPS, Net cash/(debt) excluding lease liabilities and cash
conversion are Alternative Performance Measures (APMs) and not IFRS measures.
See unaudited appendix 1 and the Financial Review for an explanation of APMs
and adjusting items, including a reconciliation to statutory information.
2: The Group reports only one adjusted item: Individual Significant Items
(includes the £11.3m profit on disposal of Fox Crypto and £1.9m of
re-organisation & strategic review of Escode costs). For further details,
please refer to unaudited appendix 1 and the Financial Review, which includes
an explanation of APMs and adjusting items, along with a reconciliation to
statutory information.
Financial review
Highlights - HY25 financial framework
As we measure ourselves against our FY25 financial framework outlined in
December 2024, the key points to note are as follows:
Sustainable revenue growth
· Delivering underlying growth in Cyber Security - H1 2025 revenue
declined compared to H1 2024 on both constant currency (1) ( -6.6%) and at
actual rates (-7.8%)
· Increase Managed Services revenue as a proportion of total Cyber
Security - H1 2025 revenue increased by +3.0% at constant currency (Actual
rates: +2.2%) and increased by +2.9% to 30.5% as a proportion of total Cyber
Security revenue
· Maintaining momentum in Escode - achieved ten consecutive
quarters of revenue growth and increased period on period by +1.8% on a
constant currency basis (+1.2% actual rates)
Improved gross margin
· Maintain utilisation - The Group's average utilisation rate
across both TAS and C&I (all locations) has remained flat at 66% and
Manila team now in line with Group averages
· Smart pricing and margin investment decision making - Kantata
resource reporting tool now implemented globally and regular reporting of
profitability by engagement and client has been implemented
· Globalised technical resource footprint - from a global delivery
perspective the Group continues to invest in its Manila office and delivery
resourcing is planned and tracked on a single system
Efficiency for growth
· Simplify operating model to generate efficiencies - Finance and
IT processes globalised and centralised around hubs in Manchester and Manila
· Drive towards consistent profit conversion in every market -
small improvement in North American GP% in spite of revenue decline, in part
as a result of increased delivery from Manila and cost control
· Eliminate stranded costs resulting from non-core disposals - The
Fox-IT Crypto disposal completed on 31 March 2025 and by mid-autumn 2025, the
simplified Fox-IT Cyber Security business operations will be fully separated
from the Fox-IT Crypto business in its own offices in Delft.
Capital deployment supporting growth
· Strong cash conversion - H1 2025 amounted to 62.3%, a drop from
90.7% in 2024 driven by increased receivables and bonus payments made to
colleagues in December 2025 for 4 month stub period to 30 September 2024
· Ensure appropriate liquidity and debt facilities - net cash
effectively managed at H1 2025 to £0.3m, with non-core disposal of Fox-IT
Crypto generating £65.6m gross consideration in H1 2025. Agreed a new
four-year £120m multi-currency revolving credit facility in April 2025.
· Maintaining dividend - interim dividend maintained at 1.50p, as
the Board prioritises investment in the strategy
· Accretive acquisition opportunities - continue to scan the market
for accretive opportunities with a clear strategic and operational fit
Overview of financial performance
The following table summarises the Group's overall performance:
Unaudited H1 2025
Unaudited H1 2024
Cyber Security Escode Central Group Cyber Security Escode Central Group
£m £m and head office £m £m £m and head office £m
£m £m
Revenue 123.5 33.3 - 156.8 133.9 32.9 - 166.8
Cost of sales (79.0) (10.0) - (89.0) (84.9) (10.5) - (95.4)
Gross profit 44.5 23.3 - 67.8 49.0 22.4 - 71.4
Gross margin % 36.0% 70.0% - 43.2% 36.6% 68.1% - 42.8%
Administrative expenses (33.2) (8.2) (3.4) (44.8) (33.6) (8.9) (2.2) (44.7)
Share based payments (charge)/credit (0.3) (0.3) (0.9) (1.5) 0.3 0.1 (1.6) (1.2)
Adjusted EBITDA (1,2) 11.0 14.8 (4.3) 21.5 15.7 13.6 (3.8) 25.5
Depreciation and amortisation (3.5) (0.9) (1.9) (6.3) (4.6) (0.2) (1.8) (6.6)
Amortisation of acquired intangibles (0.6) (2.5) (1.5) (4.6) (0.6) (2.7) (1.5) (4.8)
Adjusted operating profit (1,2) 6.9 11.4 (7.7) 10.6 10.5 10.7 (7.1) 14.1
Individually Significant Items (note 4) (2) (1.7) - 11.1 9.4 (2.4) - - (2.4)
Operating profit/(loss) 5.2 11.4 3.4 20.0 8.1 10.7 (7.1) 11.7
Operating margin % 4.2% 34.2% n/a 12.8% 6.0% 32.5% n/a 7.0%
Finance costs (3.4) (3.3)
Profit before taxation 16.6 8.4
Taxation (0.6) (2.2)
Profit after taxation 16.0 6.2
EPS
Basic EPS (pence) 5.2 2.0
Basic Adjusted EPS (pence) (1,2) 2.1 2.7
Footnotes:
1: Revenue at constant currency, Adjusted EBITDA, Adjusted Operating profit,
Adjusted basic EPS, Net cash/(debt) excluding lease liabilities and cash
conversion are Alternative Performance Measures (APMs) and not IFRS measures.
See unaudited appendix 1 and the Financial Review for an explanation of APMs
and adjusting items, including a reconciliation to statutory information.
2: The Group reports only one adjusted item: Individual Significant Items
(includes the £11.3m profit on disposal of Fox Crypto and £1.9m of
re-organisation & strategic review of Escode costs). For further details,
please refer to unaudited appendix 1 and the Financial Review, which includes
an explanation of APMs and adjusting items, along with a reconciliation to
statutory information.
H1 2025 revenue declined by 4.9% on a constant currency basis (Actual rates:
-6.0%) with Cyber Security Revenue declining 6.6% on a constant currency basis
(Actual rates: -7.8%) and Escode growing by 1.8% on a constant currency basis
(Actual rates: +1.2%). Our revenue performance in Cyber Security, was
predominantly driven by our Technical Assurance Services business, which
declined by 12.7% on a constant currency basis (Actual rates: -13.8%) in H1
2025. Technical Assurance Services has also declined half-on-half, reflecting
a recovery in demand that continues to be less consistent than expected. In
parallel, the Group has been increasing its focus and investment in the
fastest growing areas of the cyber market - Identity and Access Management,
Operational Technology, Managed Services and Red Team services. While
revenue has declined, this has been partially offset by Managed Services
continuing to grow in H1 2025, increasing by 3.0% on a constant currency basis
(1) (Actual rates: +2.2%).
During the period, the Group's Fox Crypto and Fox DetACT businesses
contributed combined revenue of £11.5m (H1 2024: £10.0m) and adjusted
operating profit (1) of £2.9m (H1 2024: £3.4m). The results in the current
period reflect trading from Fox Crypto only, as the disposal of Fox DetACT
completed on 30 April 2024 and therefore only contributed to H1 2024 with nil
contribution in H1 2025 as Fox DetACT was not part of the Group during the
period. The disposal of Fox Crypto completed on 28 March 2025, and as a
result, there will be no further trading impact on the Group's operations
beyond 31 March 2025.
In H1 2025 Escode revenues period-on-period increased by 1.8% on a constant
currency basis (1) (actual rates: +1.2%) driven by favourable price increases
and volume during the period within verification services. Verification
services revenue increased by 3.7% on a constant currency basis (actual rates:
3.7%).
Central and head office administrative expenses (excluding share-based
payments, depreciation, and amortisation of acquired intangibles) increased by
54.5% to £3.4m in H1 2025, compared to £2.2m in H1 2024, primarily due to a
higher allocation of central staff costs. This was driven by a proportionally
larger number of head office employees relative to the rest of the business,
following the Group's ongoing reorganisation and associated operational
headcount reduction within the Cyber Security division.
Gross profit decreased by 5.0% to £67.8m (H1 2024: £71.4m) with gross margin
percentage increasing to 43.2% (H1 2024: 42.8%). The 0.4% pts gross margin (%)
increase is mainly due to an improvement in Escode gross margin percentage of
1.9% points.
Administrative expenses (excluding share based payments, depreciation and
amortisation, and amortisation of acquired intangibles) have slightly
increased by 0.2% to £44.8m (H1 2024 £44.7m). This was predominantly due to
higher spend on IT software and professional fees, offset by lower payroll
costs, reduced FX volatility and savings in rent and rates. The overall
movement highlights investment in systems and advisory support, balanced by
operational efficiencies.
A statutory profit of £16.0m for the period was recognised after incurring an
overall £9.4m credit of Individual Significant Items, giving rise to a basic
and diluted EPS of 5.2p and 5.1p respectively (H1 2024: basic 2.0p and diluted
2.0p). Adjusted basic EPS (1) amounted to 2.1p (H1 2024: 2.7p).
H1 2025 cash conversion (1) was 62.3% (H1 2024: 111.8%). Net cash excluding
lease liabilities (1) amounts to £0.3m, following the completion of the
disposal of Fox Crypto, a non-core asset (H1 2024: net debt excluding lease
liabilities (1) of £53.5m). Cash conversion has fallen to 62.3%,
predominantly driven by the decline in performance half-on-half and one-off
adverse movements within the Group's working capital.
The Group's Balance Sheet remains strong following the successful refinancing
completed in April 2025. At that time, the Group entered into a new four-year,
£120m multi-currency revolving credit facility (RCF) with a syndicate of 4
banks and includes an uncommitted £50m accordion option. This new unsecured
facility replaces the previous £162.5m RCF, which was in place as at 31 March
2025 and was due to expire in December 2026.
The Board has declared a maintained interim dividend of 1.50p per share for
the 6-month period ended 31 March 2025, as it remains mindful of the continued
need to invest in the Group's strategy and repositioning of the Cyber Security
Business.
Alternative Performance Measures (APMs)
Throughout this Financial Review, certain APMs are presented. The APMs used by
the Group are not defined terms under IFRS and therefore may not be comparable
with similarly titled measures reported by other companies. They are not
intended to be a substitute for, or superior to, IFRS measures. This
presentation is also consistent with the way that financial performance is
measured by management and reported to the Board, and the basis of financial
measures for senior management's compensation scheme and provides
supplementary information that assists the user in understanding the financial
performance, position and trends of the Group.
We believe these APMs provide readers with important additional information on
our business and this information is relevant for use by investors, securities
analysts and other interested parties as supplemental measures of future
potential performance. However, since statutory measures can differ
significantly from the APMs and may be assessed differently by the reader, we
encourage you to consider these figures together with statutory reporting
measures noted. Specifically, we would note that APMs may not be comparable
across different companies and that certain profit related APMs may exclude
recurring business transactions (e.g. acquisition related costs) that impact
financial performance and cash flows.
As previously reported, the Group only discloses one adjusted item:
'Individually Significant Items' (which includes the £11.3m profit on
disposal of Fox Crypto and £1.9m of fundamental re-organisation &
strategic review of Escode costs).
The Group has the following APMs/non-statutory measures:
· Adjusted EBITDA (reconciled below)
· Adjusted operating profit (reconciled below)
· Adjusted profit for the period (reconciled below)
· Adjusted basic EPS (pence) (reconciled below)
· Net cash/(debt) excluding lease liabilities (reconciled below)
· Net cash/(debt) (reconciled below)
· Cash conversion which includes Adjusted EBITDA (reconciled below)
· Constant currency revenue (reconciled below)
The above APM's are consistent with those reported for the 16 months period
ended 30 September 2024.
The Group reports certain geographic regions and service capabilities on a
constant currency basis to reflect the underlying performance considering
constant foreign exchange rates period on period. This involves translating
comparative numbers to current period rates for comparability to enable a
growth factor to be calculated. As these measures are not statutory revenue
numbers, management considers these to be APMs; see unaudited appendix 1 for
further details.
Adjusted EBITDA and Adjusted operating profit (1)
Adjusted EBITDA(1) and adjusted operating profit (1,2) is reconciled to
statutory measures below:
H1 2025 H1 2024
£m £m
Operating profit 20.0 11.7
Depreciation and amortisation 6.3 6.6
Amortisation of acquired intangibles (Note 8) 4.6 4.8
Individually Significant Items (Note 4) (9.4) 2.4
Adjusted EBITDA(1,2) 21.5 25.5
Depreciation, amortisation and amortisation charge on acquired intangibles (10.9) (11.4)
Adjusted operating profit (1,2) 10.6 14.1
1: Revenue at constant currency, Adjusted EBITDA, Adjusted Operating profit,
Adjusted basic EPS, Net cash/(debt) excluding lease liabilities and cash
conversion are Alternative Performance Measures (APMs) and not IFRS measures.
See unaudited appendix 1 and the Financial Review for an explanation of APMs
and adjusting items, including a reconciliation to statutory information.
2: The Group reports only one adjusted item: Individual Significant Items
(includes the £11.3m profit on disposal of Fox Crypto and £1.9m of
re-organisation & strategic review of Escode costs). For further details,
please refer to unaudited appendix 1 and the Financial Review, which includes
an explanation of APMs and adjusting items, along with a reconciliation to
statutory information.
Revenue summary:
% Constant Currency (1) H1 2024 %
change at actual rates £m change at constant currency (1)
H1 2025 H1 2024 H1 2025
£m £m £m
Cyber Security 123.5 133.9 (7.8%) 123.5 132.2 (6.6%)
Escode 33.3 32.9 1.2% 33.3 32.7 1.8%
Total revenue 156.8 166.8 (6.0%) 156.8 164.9 (4.9%)
1: Revenue at constant currency is an Alternative Performance Measure (APMs)
and not an IFRS measure. See unaudited appendix 1 for an explanation of APMs
and adjusting items, Including a reconciliation to statutory information.
Divisional performance
Cyber Security
The Cyber Security division accounts for 78.8% of Group revenue (H1 2024:
80.3%) and 65.6% of Group gross profit (H1 2024: 68.6%).
Cyber Security revenue analysis - by originating country:
% Constant Currency (1) H1 2024 %
change at actual rates £m change at constant currency (1)
H1 2025 H1 2024 H1 2025
£m £m £m
UK & APAC 65.4 69.1 (5.4%) 65.4 69.0 (5.2%)
North America 28.6 33.4 (14.4%) 28.6 32.9 (13.1%)
Europe 29.5 31.4 (6.1%) 29.5 30.3 (2.6%)
Total Cyber Security revenue 123.5 133.9 (7.8%) 123.5 132.2 (6.6%)
1: Revenue at constant currency is an Alternative Performance Measure (APMs)
and not an IFRS measure. See unaudited appendix 1 for an explanation of APMs
and adjusting items, including a reconciliation to statutory information.
Cyber Security revenue decreased by -6.6% on a constant currency basis (1) and
-7.8% at actual rates. UK & APAC decreased by -5.2% on a constant currency
basis (1) (-5.4% at actual rates) and North America declined by -13.1% on a
constant currency basis (1) (-14.4% at actual rates). These reductions have
been predominantly driven by declines in their respective TAS markets, due to
demand recovering more slowly than expected period-on-period.
From a Cyber Security geographical revenue trajectory perspective, the
following tables compare H1 2025 against H2 2024 performance:
% Constant Currency (1) H2 2024 %
change at actual rates £m change at constant currency (1)
H1 2025 H2 2024 H1 2025
£m £m £m
UK & APAC 65.4 66.4 (1.5%) 65.4 66.4 (1.5%)
North America 28.6 33.6 (14.9%) 28.6 34.2 (16.4%)
Europe 29.5 29.3 0.7% 29.5 28.9 2.1%
Total Cyber Security revenue 123.5 129.3 (4.5%) 123.5 129.5 (4.6%)
1: Revenue at constant currency is an Alternative Performance Measure (APMs)
and not an IFRS measure. See unaudited appendix 1 for an explanation of APMs
and adjusting items, including a reconciliation to statutory information.
While UK & APAC has declined at a lower rate (1.5% at both actual and
constant currency rates), North America has further declined by 16.4% at
constant currency (14.9% reduction at actual rates). Again, this has been
predominantly driven by a reduction in our North American TAS business.
However, European revenue has increased by 2.1% at constant currency (+0.7% at
actual rates) from H2 2024 to H1 2025 due to an increase in European Managed
Services growth.
Cyber Security revenue analysed by type of service and capability:
% Constant Currency(1) %
change H1 2024 change at constant currency (1)
at actual rates
H1 2025 H1 2024 H1 2025 £m
£m £m £m
Technical Assurance Services (TAS) 45.6 52.9 (13.8%) 45.6 52.2 (12.6%)
Consulting and Implementation (C&I) 21.9 22.7 (3.5%) 21.9 22.5 (2.7%)
Managed Services (MS) 37.7 36.9 2.2% 37.7 36.6 3.0%
Digital Forensics and Incident Response (DFIR) 6.3 7.7 (18.2%) 6.3 7.6 (17.1%)
Other services 12.0 13.7 (12.4%) 12.0 13.3 (9.8%)
Total Cyber Security 123.5 133.9 (7.8%) 123.5 132.2 (6.6%)
Cyber Security revenue for H1 2025 decreased by 6.6% on a constant currency
basis compared to H1 2024, representing a 7.8% decline at actual rates. The
decline was primarily driven by a 12.7% reduction in the Group's TAS business
and to a lesser extent by a 17.1% reduction in the Group's DFIR business on a
constant currency basis (13.8% and 18.2% declines at actual rates,
respectively). The Group's C&I business also declined by 2.7% on constant
currency basis (3.5% at actual rates).
These decreases reflect a slower start to the year in UK and APAC C&I
markets, as well as in the North American TAS market. Encouragingly,
performance in the UK C&I business has recently shown signs of
improvement, returning to levels consistent with prior periods.
MS now represents 30.5% of total Cyber Security revenue as compared to H1 2024
of 27.6%, demonstrating that our Cyber business continues to pivot its revenue
mix towards the fastest-growing parts of the cyber market in Managed Services.
This is reflected by the increase in MS of 3.0% at constant currency (+2.2% at
actual rates) in our European market. Managed Services continued to win
marquee new clients, with a drop in renewal retention in very competitive
market environment.
The decline in DFIR was largely driven by a general reduction in 'one-off'
activities as they are dependent on when incidents occur.
From a Cyber Security revenue trajectory perspective, the following tables
compare H1 2025 against H2 2024 performance:
% Constant Currency(1) %
change H2 2024 change at constant currency (1)
at actual rates
H1 2025 H2 2024 H1 2025 £m
£m £m £m
Technical Assurance Services (TAS) 45.6 52.8 (13.6%) 45.6 52.7 (13.5%)
Consulting and Implementation (C&I) 21.9 19.5 12.3% 21.9 19.4 12.9%
Managed Services (MS) 37.7 37.5 0.5% 37.7 37.8 (0.3%)
Digital Forensics and Incident Response (DFIR) 6.3 7.4 (14.9%) 6.3 7.4 (14.9%)
Other services 12.0 12.1 (0.8%) 12.0 12.2 (1.6%)
Total Cyber Security 123.5 129.3 (4.5%) 123.5 129.5 (4.6%)
1: Revenue at constant currency is an Alternative Performance Measure (APMs)
and not an IFRS measure. See unaudited appendix 1 and the Financial Review for
an explanation of APMs and adjusting items, including a reconciliation to
statutory information.
TAS revenue has fallen by 13.5% on a constant currency basis (13.6% reduction
at actual rates) which has been driven by a shift towards larger higher margin
contracts and an overall reduction in TAS demand (specifically within North
America). The Group's average utilisation rate across both TAS and C&I
(all locations) has remained flat at 66%.
MS represents 30.5% of total Cyber Security revenue as compared to H2 2024 of
29.0%, demonstrating the continued change in service mix to more annual
recurring revenues.
Cyber Security gross profit is analysed as follows:
H1 2025 H1 2025 H1 2024 H1 2024
£m
£m % margin % margin % pts change
UK & APAC 26.6 40.7% 31.4 45.4% (4.7% pts)
North America 6.4 22.4% 7.4 22.2% 0.2% pts
Europe 11.5 39.0% 10.2 32.5% 6.5% pts
Cyber Security gross profit and % margin 44.5 36.0% 49.0 36.6% (0.6% pts)
Gross margins decreased overall by 0.6%pts, driven by a decline in the Group's
TAS and C&I capabilities, particularly within North America and UK &
APAC revenue. However, despite these revenue declines, the Group achieved
operational cost savings in North America.
When comparing H1 2025 performance to H2 2024, the following table summarises
the gross margin trajectory by geography:
H1 2025 H1 2025 H2 2024 H2 2024
£m
£m % margin % margin % pts change
UK & APAC 26.6 40.7% 29.9 45.0% (4.3% pts)
North America 6.4 22.4% 7.4 22.0% 0.4% pts
Europe 11.5 39.0% 11.2 38.2% 0.8% pts
Cyber Security gross profit and % margin 44.5 36.0% 48.5 37.5% (1.5% pts)
Comparing H1 2025 to H2 2024, gross margin has decreased by 1.5% pts. This is
predominantly driven by a reduction in gross margin of 4.3% pts in UK &
APAC, stemming specifically from decreases in revenue within the UK & APAC
TAS market. However, the business has continued to benefit from headcount
reduction cost savings in North America.
Escode
The Escode division accounts for 21.2% of Group revenues (H1 2024: 19.7%) and
34.4% of Group gross profit (H1 2024: 31.4%).
Escode revenue analysis - by originating country:
%
change at actual rates Constant Currency (1) %
H1 2024 change at constant currency (1)
H1 2025 H1 2024 H1 2025 £m
£m £m £m
UK 14.9 14.0 6.4% 14.9 14.0 6.4%
North America 16.4 16.8 (2.4%) 16.4 16.7 (1.8%)
Europe 2.0 2.1 (4.8%) 2.0 2.0 -
Total Escode revenue 33.3 32.9 1.2% 33.3 32.7 1.8%
Escode revenue has increased by 1.8% at constant currency (1.2% at actual
rates) which has predominantly been driven by an increase in volume of
verification services during the period.
%
change at actual rates Constant Currency (1) %
H2 2024 change at constant currency (1)
H1 2025 H2 2024 H1 2025 £m
£m £m £m
UK 14.9 14.0 6.4% 14.9 14.0 6.4%
North America 16.4 17.1 (4.1%) 16.4 17.5 (6.3%)
Europe 2.0 2.0 - 2.0 2.0 -
Total Escode revenue 33.3 33.1 0.6% 33.3 33.5 (0.6%)
Escode revenues analysed by service line:
% Constant Currency (1) %
change at actual rates H1 2024 change at constant currency (1)
H1 2025 H1 2024 H1 2025 £m
£m £m £m
Escrow contracts 22.0 22.0 - 22.0 21.8 0.9%
Verification services 11.3 10.9 3.7% 11.3 10.9 3.7%
Total Escode revenue 33.3 32.9 1.2% 33.3 32.7 1.8%
From an Escode service line revenue trajectory perspective the following
tables compare H1 2025 against H2 2024 performance:
% Constant Currency (1) %
change at actual rates H2 2024 change at constant currency (1)
H1 2025 H2 2024 H1 2025 £m
£m £m £m
Escrow contracts 22.0 21.0 4.8% 22.0 21.5 2.3%
Verification services 11.3 12.1 (6.6%) 11.3 12.0 (5.8%)
Total Escode revenue 33.3 33.1 0.6% 33.3 33.5 (0.6%)
Gross margin is analysed as follows:
H1 2025 H1 2025 H1 2024 H1 2024
£m % margin £m % margin % pts change
UK 10.2 68.5% 9.5 67.9% 0.6% pts
North America 11.7 71.3% 11.7 69.6% 1.7% pts
Europe 1.4 70.0% 1.2 57.1% 12.9% pts
Escode gross profit and % margin 23.3 70.0% 22.4 68.1% 1.9% pts
Escode gross margin increased by +1.9% pts with UK and North America
increasing by +0.6% pts and +1.7% pts respectively and Europe increasing by
+12.9% due to the benefits arising from previous investments enabling Escode
to achieve sustainable revenue growth and gross margin improvements. The
improvement in gross margin was driven primarily by favourable price increases
and operating efficiencies.
When comparing H1 2025 performance to H2 2024, the following table summarises
the gross margin trajectory:
H1 2025 H1 2025 H2 2024 H2 2024
£m % margin £m % margin % pts change
UK 10.2 68.5% 9.5 67.9% 0.6% pts
North America 11.7 71.3% 12.4 72.5% (1.2% pts)
Europe 1.4 70.0% 1.1 55.0% 15.0% pts
Escode gross profit and % margin 23.3 70.0% 23.0 69.5% 0.5% pts
Overall Escode Gross margin has increased by 0.5% in H1 2025. This is
predominantly driven by an increase in Escode Europe which increased by 15.0%
pts to 70.0% in H1 2025 (H2 2024: 55.0%). This was driven by changes in cost
allocations, following a change in sales team structure during the period.
This change reflects the increased shift towards a more global operating
model. Given Escode Europe's proportionate size within the wider Escode
business, relative to Escode UK and North America, this change in cost
allocation has had a favourable impact on the region's gross margin.
Individually Significant Items
During the period, the Group has incurred Individually Significant Items
(ISIs) of a credit of £9.4m (H1 2024: £2.4m expense) as follows:
H1 2025 H1 2024 £m
£m
Fundamental reorganisation costs 1.7 1.7
Profit on disposal of Fox Crypto (11.3) -
Transaction costs incurred on disposal of Fox DetACT - 0.7
Costs associated with strategic review of Escode business 0.2 -
Total ISIs (9.4) 2.4
Individually Significant Items for the period amounted to a £9.4m credit,
primarily reflecting an £11.3m profit on the disposal of Fox Crypto. This
excludes £1.5m of transaction costs previously recognised as ISIs in the 16
months ended 30 September 2024. ISIs also include £1.7m (H1 2024: £1.7m) of
fundamental reorganisation costs as we continue to reshape the Group to
implement the Group's strategy. The Group's intention remains for phase 3 of
the reorganisation to complete by December 2025; however this will continue to
be monitored as the transformation strategy progresses as we ensure the
operating model is market aligned and delivery focused to support the
underlying Cyber Security business strategy.
The £11.3m gain recognised in the 6-month period ended 31 March 2025 is
calculated as cash consideration of £65.6m, less net assets disposed of
£52.3m and less £2.0m of transaction costs incurred during the period. The
difference between the £11.3m period gain and the £9.8m overall gain
reflects the £1.5m of transaction costs incurred in the 16-month period ended
30 September 2024, not included within the period.
Finance costs
Finance costs for the six months to 31 May 2025 were £3.4m which are
consistent with £3.3m for the six months to 31 March 2024. Finance costs
include lease financing costs of £0.6m (H1 2024: £0.6m).
Taxation
The Group's effective statutory tax rate is 3.6% (H1 2024: 26.2%). The Group's
adjusted tax rate is 9.1% (H1 2024: 22.9%). The decrease in the effective tax
rate from H1 2024 to H1 2025 is primarily due to the gain on disposal of Fox
Crypto, which was non-taxable. The decrease in the adjusted tax rate was due
to the release of a provision in relation to US R&D tax credits and a
movement in unrecognised deferred tax assets.
Earnings per share (EPS)
H1 2024
H1 2025
Statutory
Basic EPS 5.2p 2.0p
Diluted EPS 5.1p 2.0p
Adjusted (1)
Basic EPS 2.1p 2.7p
Diluted EPS 2.1p 2.6p
Weighted average number of shares (million)
Basic 307.8 312.5
Diluted 312.9 315.1
Adjusted profit for the period is reconciled as follows:
H1 2025 H1 2024
£m £m
Statutory profit for the period 16.0 6.2
Individually Significant items (Note 4) (9.4) 2.4
Tax effect of above items (2) - (0.3)
Adjusted profit for the period 6.6 8.3
1: Adjusted EPS is an Alternative Performance Measures (APMs) and not an IFRS
measure. See unaudited appendix 1 and the Financial Review for an explanation
of APMs and adjusting items, including a reconciliation to statutory
information.
2: There is no tax impact on the Group's H1 2025 adjusting items, they
predominantly relate to the non-taxable gain on the disposal of Fox Crypto,
which is included within ISIs
(see Note 4).
Reconciliation of net debt (1)
The table below summarises the Group's cash flow and net cash/(debt) (1):
H1 2025 H1 2024
£m £m
Operating cash inflow before movements in working capital 20.4 27.3
Movement in working capital (7.0) 1.2
Cash generated from operating activities before interest and taxation 13.4 28.5
Interest element of lease payments (0.6) (0.6)
Finance interest paid (2.6) (2.5)
Taxation paid (2.3) (2.3)
Net cash generated from operating activities 7.9 23.1
Purchase of property, plant and equipment (1.3) (5.1)
Software, development and customer contracts expenditure (0.3) (0.8)
Sale proceeds from business disposals (net of cash disposed) 61.4 1.7
Equity dividends paid (9.8) (4.7)
Repayment of lease liabilities (principal amount) (3.9) (2.9)
Acquisition of treasury shares (5.8) -
Proceeds from the issue of ordinary share capital - 0.3
Net movement 48.2 11.6
Opening net debt (excluding lease liabilities) (1) (45.3) (67.5)
Non-cash movements (release of deferred issue costs) (0.2) (0.2)
Foreign exchange movement (2.4) 2.6
Closing net cash/(debt) excluding lease liabilities (1) 0.3 (53.5)
Lease liabilities (25.4) (30.4)
Closing net debt (1) (25.1) (83.9)
Net cash/(debt) (1) can be reconciled as follows:
H1 2025 H1 2024
£m £m
Cash and cash equivalents 95.2 15.7
Bank overdraft (12.2) (1.8)
Borrowings (net of deferred issue costs) (82.7) (67.4)
Net cash/(debt) excluding lease liabilities (1) 0.3 (53.5)
Lease liabilities (25.4) (30.4)
Net debt (1) (25.1) (83.9)
Following the completion of the disposal of Fox Crypto on 28 March 2025, the
Group's cash and cash equivalents at 31 March 2025 included £65.6m of
consideration received. Subsequent to the period end, this amount was utilised
to reduce the Group's borrowings in June 2025.
Reconciliation of net change in cash and cash equivalents to movement in net
debt (1)
H1 2025 H1 2024
£m £m
Net increase in cash and cash equivalents (inc. bank overdraft) 67.7 2.6
Change in net debt (1) resulting from cash flows (net of deferred issue costs) (19.5) 9.0
Interest incurred on borrowings 2.6 2.4
Interest paid on borrowings (2.6) (2.4)
Non-cash movements (release of deferred issue costs) (0.2) (0.2)
Effect of foreign currency on cash flows (0.9) 0.8
Foreign currency translation differences on borrowings (1.5) 1.8
Change in net debt (1) during the period 45.6 14.0
Net debt (1) at start of period excluding lease liabilities (45.3) (67.5)
Net cash/(debt) (1) at end of period excluding lease liabilities 0.3 (53.5)
Lease liabilities (25.4) (30.4)
Net debt (1) at end of period (25.1) (83.9)
1: Net debt is an Alternative Performance Measures (APMs) and not an IFRS
measure. See unaudited appendix 1 and the Financial Review for an explanation
of APMs and adjusting items, including a reconciliation to statutory
information.
The calculation of the cash conversion ratio (1) is set out below:
H1 2025 H1 2024 % change/
£m £m % pts
Operating cash flow before interest and taxation 13.4 28.5 (53.0%)
Adjusted EBITDA (1, 2) 21.5 25.5 (15.7%)
Cash conversion ratio (1, 2) (%) 62.3% 111.8% (49.5% pts)
1: Revenue at constant currency, Adjusted EBITDA, Adjusted Operating profit,
Adjusted basic EPS, Net cash/(debt) excluding lease liabilities and cash
conversion are Alternative Performance Measures (APMs) and not IFRS measures.
See unaudited appendix 1 and the Financial Review for an explanation of APMs
and adjusting items, including a reconciliation to statutory information.
2: The Group reports only one adjusted item: Individual Significant Items
(which includes the £11.3m profit on disposal of Fox Crypto and £1.9m of
re-organisation & strategic review of Escode costs). For further details,
please refer to unaudited appendix 1 and the Financial Review, which includes
an explanation of APMs and adjusting items, along with a reconciliation to
statutory information.
Cash conversion has fallen by 49.5% pts to 62.3%, predominantly driven by the
decline in performance half-on-half and one-off adverse movements within the
Group's working capital.
Cash capital expenditure during the period was £1.6m (H1 2024: £5.9m) which
includes tangible asset expenditure of £1.3m (H1 2024: £5.1m) and
capitalised software and development costs of £0.3m (H1 2024: £0.8m).
Following the opening of our new Manila office in November 2023, upfront
tangible asset capital expenditure was comparatively higher in the prior
period, primarily due to amounts spent on fixtures, fittings, and computer
equipment to make the office operational.
During the period, the Company acquired treasury shares (4,000,000 ordinary
shares) for £5.8m, this follows shares (4,000,000 ordinary shares) purchased
in H2 2024 for £5.8m. The Shares are held in the EBT, which is a
discretionary trust for the benefit of the Group's employees. The Shares will
be used to satisfy the future vesting requirements of share plans the Company
operates under the Long-Term Incentive Plan, Restricted Share Plan and other
discretionary share plans. Following this purchase, and as at 31 March 2025,
the EBT holds a total of 8,524,894 ordinary shares, equating to 2.71% of the
Company's issued share capital.
Dividends
Total dividends of £4.6m were recognised in the period (H1 2024: £4.7m)
which represented the final dividend for the 16 month period ended 30
September 2024 of 1.50p.
The Board is declaring an interim dividend of 1.50p per share for the 6-month
period ended 31 March 2025 (H1 2024: 1.50p), as it remains mindful of the
continued need to invest in the Group's strategy, marking 20 consecutive years
of dividend payments for shareholders.
The proposed interim dividend was recommended by the Board on 19 June 2025 and
will be paid on 1 August 2025, to shareholders on the register at the close of
business on 4 July 2025. The ex-dividend date is 3 July 2025. The dividend has
not been included as a liability as at 31 March 2025. The payment of this
dividend will not have any tax consequences for the Group.
Principal risks and uncertainties
The Board has reconsidered the principal risks and uncertainties published at
the full 16-month period ended 30 September 2024. The following risks and
uncertainties are those that the Directors believe could have the most
significant impact on the Group's business and remain unchanged from the year
end:
· Strategy - overarching strategic risk
o Inability to execute the Group's strategy
o Poor adoption of change management mechanisms
o Over-reliance on market sector, product/service or client
o Technology changes render services obsolete/technology disruption impacts
pace of change
o Unable to meet the service and resource needs of our clients
· Cyber and information security
o Cyber attack
o Significant business systems failure
o Loss of client/colleague data
o Insufficient quality, integrity and availability of management information
· Innovation and service development
o Intellectual property theft or exposure
o Ineffective product/service management
o Lack of Innovation
· People and partners
o Insufficient workforce resilience
o Inability to retain/recruit colleagues to meet the resource needs of the
businesses
· Market and competition
o Failure to capture on partnership ecosystem
o Geopolitical risk
o Lack of market strength versus competitors
· Brand and reputation
o Lack of visibility in the marketplace
o Adverse publicity in news and social media
o Undertaking work with disreputable clients or in sanctioned/undesirable
jurisdictions
· Quality and delivery
o Service delivery does not achieve established quality standards
o Loss of internationally recognised quality and security standards
· Legal, regulatory compliance and governance
o Criminal and civil legal action resulting in fines and incarceration
o Inability to identify and adopt emerging regulations in a timely manner
Directors' responsibility statement
The directors confirm that these condensed interim financial statements have
been prepared in accordance with UK adopted International Accounting Standard
34, 'Interim Financial Reporting' and the Disclosure Guidance and Transparency
Rules sourcebook of the United Kingdom's Financial Conduct Authority and that
the interim management report includes a fair review of the information
required by DTR 4.2.7 and DTR 4.2.8, namely:
· an indication of important events that have occurred during the
first six months and their impact on the condensed set of financial
statements, and a description of the principal risks and uncertainties for the
remaining six months of the financial year; and
· material related-party transactions in the first six months and
any material changes in the related-party transactions described in the last
annual report.
The Half Year Report is approved and authorised for issue on behalf of the
Board on 19 June 2025 by:
Mike Maddison Guy Ellis
Chief Executive Officer Chief Financial Officer
Condensed consolidated income statement
For the period ended 31 March 2025
Notes Unaudited Unaudited
H1 2025 H1 2024
£m £m
Revenue 3 156.8 166.8
Cost of sales 3 (89.0) (95.4)
Gross profit 3 67.8 71.4
Administrative expenses
Individually Significant Items 4 (1.9) (2.4)
Depreciation and amortisation (10.9) (11.4)
Other administrative expenses (46.3) (45.9)
Total administrative expenses (59.1) (59.7)
Profit on disposal of Fox Crypto 4 11.3 -
Operating profit 20.0 11.7
Finance cost (3.4) (3.3)
Profit before taxation 16.6 8.4
Taxation 6 (0.6) (2.2)
Profit for the period attributable to the owners of the Company 16.0 6.2
Earnings per ordinary share 7
Basic EPS 5.2p 2.0p
Diluted EPS 5.1p 2.0p
The accompanying notes 1 to 10 are an integral part of these condensed
consolidated financial statements.
Condensed consolidated statement of comprehensive income
For the period ended 31 March 2025
Unaudited Unaudited
H1 2025 H1 2024
£m £m
Notes
Profit for the period attributable to the owners of the Company 16.0 6.2
Other comprehensive income
Items that may be reclassified subsequently to profit or loss (net of tax)
Cumulative translation (7.9) -
adjustment
9
Foreign exchange translation differences 3.6 (4.9)
Total other comprehensive loss (4.3) (4.9)
Total comprehensive income for the period (net of tax) attributable 11.7 1.3
to the owners of the Company
The accompanying notes 1 to 10 are an integral part of these condensed
consolidated financial statements.
Condensed consolidated balance sheet
as at 31 March 2025
Notes
Unaudited Unaudited Audited
31 31 30
March March September
2025 2024 2024
£m £m £m
Non-current assets
Goodwill 8 159.3 247.3 156.5
Intangible assets 8 86.9 99.2 89.2
Property, plant and equipment 11.0 15.2 11.6
Right-of-use assets 15.8 18.7 15.7
Investments - 0.3 -
Deferred tax asset 1.0 8.5 0.6
Total non-current assets 274.0 389.2 273.6
Current assets
Inventories - 0.5 -
Trade and other receivables 40.6 44.9 32.2
Contract assets 24.8 26.3 20.1
Current tax receivable 3.6 3.6 2.9
Cash and cash equivalents 95.2 15.7 29.8
Assets classified as held for sale 9 - 8.8 61.5
Total current assets 164.2 99.8 146.5
Total assets 438.2 489.0 420.1
Current liabilities
Trade and other payables 48.2 48.8 46.8
Bank overdraft 12.2 1.8 13.6
Lease liabilities 5.8 6.6 5.7
Current tax payable 0.9 4.1 1.6
Derivative financial instruments 0.1 0.3 0.8
Provisions 2.0 1.0 1.4
Contract liabilities - deferred revenue 52.5 58.6 50.7
Liabilities associated with assets classified as held for sale 9 - 3.0 5.7
Total current liabilities 121.7 124.2 126.3
Non-current liabilities
Borrowings 82.7 67.4 61.5
Lease liabilities 19.6 23.8 21.9
Deferred tax liabilities 0.4 2.7 0.5
Provisions 2.4 1.4 1.9
Contract liabilities - deferred revenue 4.6 10.9 2.8
Total non-current liabilities 109.7 106.2 88.6
Total liabilities 231.4 230.4 214.9
Net assets 206.8 258.6 205.2
Equity
Share capital 3.1 3.1 3.1
Share premium 224.4 224.4 224.4
Merger reserve 42.3 42.3 42.3
Currency translation reserve 20.2 35.0 24.5
Retained earnings (83.2) (46.2) (89.1)
Total equity attributable to equity holders of the parent 206.8 258.6 205.2
The accompanying notes 1 to 10 are an integral part of these condensed
consolidated financial statements.
These condensed financial statements were approved and authorised for issue by
the Board of Directors on 19 June 2025 and were signed on its behalf by:
Mike Maddison Guy Ellis
Chief Executive
Officer
Chief Financial Officer
Condensed consolidated cash flow statement
For the period ended 31 March 2025
Cash flow from operating activities Notes Unaudited Unaudited
H1 2025 H1 2024
£m £m
Profit for the period 16.0 6.2
Adjustments for:
Depreciation of property, plant and equipment 2.3 2.1
Depreciation of right of use assets 2.8 3.2
Amortisation of customer contracts and relationships 8 4.6 4.8
Amortisation of software and development costs 8 1.2 1.3
Impairment of non-current assets included in ISIs 0.1 0.2
Impairment of non-current assets included in admin expenses - 0.9
Share-based payments 0.7 1.2
Lease financing costs 0.6 0.6
Other financing costs 2.8 2.7
Foreign exchange loss - 1.9
Profit on disposal of Fox Crypto 4 (11.3) -
Income tax expense 0.6 2.2
Cash inflow for the period before changes in working capital 20.4 27.3
(Increase)/decrease in trade and other receivables (9.2) 11.8
Increase in contract assets (4.6) (6.1)
Decrease in inventories - 0.4
Increase/(decrease) in trade and other payables 4.3 (10.6)
Increase in contract liabilities 2.9 6.5
Decrease in provisions (0.4) (0.8)
Cash generated from operating activities before interest and taxation 13.4 28.5
Interest element of lease payments (0.6) (0.6)
Other interest paid (2.6) (2.5)
Taxation paid (2.3) (2.3)
Net cash generated from operating activities 7.9 23.1
Cash flows from investing activities
Purchase of property, plant and equipment (1.3) (5.1)
Software, development and customer contracts expenditure 8 (0.3) (0.8)
Sales proceeds of business disposals (net of cash disposed of) 9 61.4 1.7
Net cash generated from/(used in) investing activities 59.8 (4.2)
Cash flows from financing activities
Proceeds from the issue of ordinary share capital - 0.3
Acquisition of treasury shares` (5.8) -
Principal element of lease payments (3.9) (2.9)
Drawdown of borrowings (net of deferred issue costs) 21.1 15.5
Repayment of borrowings (1.6) (24.5)
Equity dividends paid 5 (9.8) (4.7)
Net cash generated from/(used in) in financing activities - (16.3)
Net increase in cash and cash equivalents (inc. bank overdraft) 67.7 2.6
Cash and cash equivalents (inc. bank overdraft) at beginning of period 16.2 10.5
Effect of foreign currency exchange rate changes (0.9) 0.8
Cash and cash equivalents (inc. bank overdraft) at end of the period 83.0 13.9
The accompanying notes 1 to 10 are an integral part of these condensed
consolidated financial statements.
Consolidated statement of changes in equity
For the period ended 31 March 2025
Currency Translation Reserve
Share Share Premium Merger Reserve Retained Earnings
Capital Total
£m £m £m £m £m £m
Balance at 1 October 2024 3.1 224.4 42.3 24.5 (89.1) 205.2
Profit for the period - - - - 16.0 16.0
Cumulative translation adjustment (note 9) - - - (7.9) - (7.9)
Foreign currency translation differences - - - 3.6 - 3.6
Total comprehensive income - - - (4.3) 16.0 11.7
for the period
Transactions with owners recorded directly in equity
Dividends to equity shareholders - - - - (4.6) (4.6)
Share-based payments - - - - 0.7 0.7
Current and deferred tax on share-based payments - - - - (0.4) (0.4)
Acquisition of treasury shares - - - - (5.8) (5.8)
Total contributions by and distributions to owners - - - - (10.1) (10.1)
Balance at 31 March 2025 3.1 224.4 42.3 20.2 (83.2) 206.8
Currency Translation Reserve
Share Share Premium Merger Reserve Retained Earnings
Capital Total
£m £m £m £m £m £m
Balance at 1 October 2023 3.1 224.1 42.3 39.9 (39.0) 270.4
Profit for the period - - - - 6.2 6.2
Foreign currency translation differences - - - (4.9) - (4.9)
Total comprehensive income - - - (4.9) 6.2 1.3
for the period
Transactions with owners recorded directly in equity
Dividends to equity shareholders - - - - (14.6) (14.6)
Share-based payments - - - - 1.2 1.2
Shares issued - 0.3 - - - 0.3
Total contributions by and distributions to owners - 0.3 - - (13.4) (13.1)
Balance at 31 March 2024 3.1 224.4 42.3 35.0 (46.2) 258.6
Currency Translation Reserve
Share Share Premium Merger Reserve Retained Earnings
Capital Total
£m £m £m £m £m £m
Balance at 1 June 2023 3.1 224.1 42.3 37.5 (28.8) 278.2
Loss for the period - - - - (32.5) (32.5)
Foreign currency translation differences - - - (13.0) - (13.0)
Total comprehensive income - - - (13.0) (32.5) (45.5)
for the period
Transactions with owners recorded directly in equity
Dividends to equity shareholders - - - - (24.3) (24.3)
Share-based payments - - - - 2.3 2.3
Acquisition of treasury shares - - - - (5.8) (5.8)
Shares issued - 0.3 - - - 0.3
Total contributions by and distributions to owners - 0.3 - - (27.8) (27.5)
Balance at 30 September 2024 3.1 224.4 42.3 24.5 (89.1) 205.2
The accompanying notes 1 to 10 are an integral part of these condensed
consolidated financial statements.
Notes to the unaudited condensed interim consolidated financial statements
1 Accounting policies
Basis of preparation
NCC Group plc (the Company) is a public company incorporated in the UK, with
its registered office at XYZ Building, 2 Hardman Boulevard, Manchester, M3
3AQ. The Groups' unaudited condensed interim financial statements consolidated
those of the Company and its subsidiaries (together referred to as the Group).
The principal activity of the Group is the provision of independent advice and
services to clients through the supply of Cyber Security and Escode services.
The Groups' unaudited condensed interim consolidated financial statements for
the six months ended 31 March 2025 (H1 2025), have been prepared on the going
concern basis in accordance with IAS 34 'Interim Financial Reporting' as
adopted for use in the UK. The unaudited condensed interim consolidated
financial statements have been prepared on the historical cost basis. The
unaudited condensed interim consolidated financial statements are presented in
Pound Sterling (£m) because that is the currency of the principal economic
environment in which the Company operates. The unaudited condensed interim
consolidated financial statements were approved by the Directors on 19 June
2025 and were independently reviewed by the Group's auditors.
The consolidated financial statements of the Group for the year ended 30
September 2025 will be prepared in accordance with International Financial
Reporting Standards (IFRSs) as adopted for use in the UK and in accordance
with international accounting standards in conformity with the requirements of
the Companies Act 2006.
As required by the Disclosure Guidance and Transparency Rules of the Financial
Conduct Authority the unaudited condensed set of interim financial statements
has been prepared applying the accounting policies and presentation that were
applied in the company's published consolidated financial statements for the
16-month period ended 30 September 2024, which were prepared in accordance
with IFRSs as adopted for use in the UK. They do not contain all the
information required for full financial statements and should be read in
conjunction with the annual financial statements for the 16-month period ended
30 September 2024.
The financial statements of the Group for the 16-month period ended 30
September 2024 are available from the Company's registered office, or from the
website www.nccgroup.com (http://www.nccgroup.com) .
The comparative figures for the financial 16-month period ended 30 September
2024 within these unaudited condensed interim financial statements are not the
company's full statutory accounts for that financial period but are an extract
derived from those accounts. Those accounts have been reported on by the
company's auditor and delivered to the registrar of companies. The report of
the auditor was (i) unqualified, (ii) did not include a reference to any
matters to which the auditor drew attention by way of emphasis without
qualifying their report, and (iii) did not contain a statement under section
498 (2) or (3) of the Companies Act 2006.
The unaudited condensed interim financial statements for the six-month period
ended 31 March 2025 have been prepared in accordance with IAS 34 Interim
Financial Reporting. The condensed consolidated balance sheet is presented as
at 31 March 2025 (unaudited), with comparatives as at 30 September 2024
(audited) and 31 March 2024 (unaudited). The unaudited condensed consolidated
income statement and unaudited condensed consolidated statement of
comprehensive income are presented for the six-month period ended 31 March
2025, with comparatives for the corresponding six-month period ended 31 March
2024.
Climate change
The Directors have reviewed the potential impact of Climate change and the
Task Force on Climate-related Financial Disclosures (TCFD) on the unaudited
condensed interim financial statements. Our overall exposure to physical and
transitional climate change is considered low due to the nature of the
business and cyber security industry.
Going concern
At the time of approving the Financial Statements, the Board of Directors is
required to formally assess that the business has adequate resources to
continue in operational existence and as such can continue to adopt the "going
concern" basis of accounting. To support this assessment, the Board is
required to consider the Group's current financial position, its strategy, the
market outlook, and its principal risks.
The Group's business activities, together with the factors likely to affect
its future development, performance and position, are set out in the Business
Review and Financial Review. The Group's financial position, cash and
borrowing facilities are also described within these sections.
The unaudited condensed interim consolidated Financial Statements have been
prepared on a going concern basis which the Directors consider to be
appropriate for the following reasons.
The Directors have prepared cash flow and covenant compliance forecasts for 12
months from the date of approval of the unaudited interim consolidated
Financial Statements which indicate that, taking account of severe but
plausible downsides on the operations of the Group and its financial
resources, the Group will have sufficient funds to meet their liabilities as
they fall due for that period.
The going concern period is required to cover a period of at least 12 months
from the date of approval of the Financial Statements and the Directors still
consider this 12-month period to be an appropriate assessment period due to
the Group's financial position and trading performance and that its borrowing
facilities do not expire until April 2029 (following the Group successfully
refinancing in April 2025 - see below and note 10). The Directors have
considered whether there are any significant events beyond the 12-month period
which would suggest this period should be longer but have not identified any
such conditions or events.
In April 2025, the Group refinanced its borrowing arrangements by entering
into a new four-year £120m multi-currency revolving credit facility (RCF),
with an uncommitted £50m accordion option. This new unsecured facility
replaces the previous £162.5m RCF (which was in existence as at 31 March
2025), which was due to expire in December 2026 and included an uncommitted
accordion option of up to £75m. The uncommitted accordion option has not been
included in the Group's going concern assessment as it remains subject to
lender approval and is therefore not guaranteed at the date of approval of
these unaudited interim consolidated financial statements.
As of 31 March 2025 (prior to the completion of the Group's refinancing), net
cash/(debt) (excluding lease liabilities)(1) amounted to £0.3m net cash which
comprised cash of £95.2m, a bank overdraft of £12.2m, and a drawn revolving
credit facility of £82.7m, leaving £79.8m of undrawn facilities, excluding
the uncommitted accordion facility of £75.0m. Following the Group's
re-financing, the Group's revolving credit facility was drawn down to £11.2m
at 31 May 2025, reflecting repayments made subsequent to the period end. The
Group's day-to-day working capital requirements are met through existing cash
resources, the revolving credit facility and receipts from its continuing
business activities.
The Group is required to comply with financial covenants for leverage (net
debt to Adjusted EBITDA(1)) and interest cover (Adjusted EBITDA(1) to interest
charge) that are tested bi-annually on 30 September and 31 March each year. As
of 31 March 2025, leverage(1) amounted to 0.0x and net interest cover (1)
amounted to 7.8x compared to a maximum of 3.0x and a minimum of 3.5x
respectively. The terms and ratios are specifically defined in the Group's
banking documents (in line with normal commercial practice) and are materially
consistent with the amounts disclosed in these interim Financial Statements,
except that net debt excludes IFRS 16 lease liabilities and Adjusted
EBITDA (1) . The Group was in compliance with the terms of all its
facilities during the period, including the financial covenants on 31 March
2025, and, based on forecasts, expects to remain in compliance over the going
concern period. In addition, the Group has not sought or is not planning to
seek any waivers to its financial covenants noted above.
Management has prepared a base case model derived from Board-approved
forecasts including the latest FY25 forecast and three year strategic plan. In
addition, management has produced forecasts that reflect severe yet plausible
downside scenarios, considering the principal risks faced by the Group,
including the loss of key clients and further reductions in the Group's 'TAS'
business. These forecasts, which have been reviewed by the Directors, lead
them to believe that the Group can operate within its available committed
banking facilities and meet its liabilities as they fall due during this
period.
Having reviewed the current trading performance, forecasts, debt servicing
requirements, total facilities and risks, the Directors are confident that the
Group will have sufficient funds to meet its liabilities as they fall due for
a period of at least 12 months from the date of approval of these unaudited
interim consolidated Financial Statements. This period is referred to as the
going concern period. Accordingly, the Directors continue to adopt the going
concern basis of accounting in preparing the Group's interim consolidated
Financial Statements for the period ended 31 March 2025.
There are no post-Balance Sheet events which the Directors believe will
negatively impact the going concern assessment.
Individually Significant Items
Individually Significant Items are identified as those items or projects that
based on their size and nature and/or incidence are assessed to warrant
separate disclosure to provide supplementary information to support the
understanding of the Group's financial performance. Where a project spans a
reporting period(s) the total project size and nature are considered in
totality. ISIs typically comprise costs/profits/losses on material
acquisitions/disposals/business exits, fundamental
reorganisation/restructuring programmes and other significant one-off events
(including material impairments). ISIs are considered to require separate
presentation in the Notes to the unaudited interim consolidated Financial
Statements in order to fairly present the financial performance of the Group.
See Note 4 for further information.
2. Critical accounting judgements and key sources of estimation uncertainty
The preparation of interim consolidated Financial Statements requires
management to exercise judgement in applying the Group's accounting policies.
Different judgements would have the potential to change the reported outcome
of an accounting transaction or Balance Sheet. It also requires the use of
estimates that affect the reported amounts of assets, liabilities, income and
expenses. Actual results may differ from these estimates. Estimates and
underlying assumptions are reviewed on an ongoing basis, with changes
recognised in the period in which the estimates are revised and in any future
periods affected. The table below shows the area of critical accounting
judgement and estimation that the Directors consider material and that could
reasonable change significantly in the next year.
Accounting judgement? Accounting estimate?
Accounting area
Carrying value of Goodwill No Yes
2.1 Critical accounting judgements
No critical accounting judgements have been made in applying accounting
policies that have the most significant effects on the amounts recognised in
these unaudited interim consolidated Financial Statements.
2.2 Key sources of estimation uncertainty
Information about estimation uncertainties that have a significant risk of
resulting in a material adjustment to the carrying values of assets and
liabilities within the next financial year is addressed below.
While every effort is made to ensure that such estimates and assumptions are
reasonable, by their nature they are uncertain, and as such changes in
estimates and assumptions may have a material impact. Estimates and
assumptions used in the preparation of the unaudited interim consolidated
Financial Statements are continually reviewed and revised as necessary at each
reporting date.
The Directors have considered the impact of climate change on the following
estimation uncertainties. Due to the nature of climate change impacts on the
Group, no material impact has been identified.
The key sources of estimation uncertainty disclosed in the Group's
consolidated financial statements for the 16-month period ended 30 September
2024 remain applicable for the interim period ended 31 March 2025. These
primarily relate to the carrying value of goodwill.
Carrying value of goodwill
The Group has significant goodwill balances as at 31 March 2025, arising from
acquisitions in previous years. The carrying value of goodwill at 31 March
2025 is £159.3m (31 March 2024: £247.3m). Goodwill is tested for impairment
annually in September. The Group allocates goodwill to cash-generating units
(CGUs), representing the lowest level of asset groupings that generate
independent cash inflows.
As disclosed at 30 September 2024, the two principal areas of estimation
uncertainty (whereby reasonable changes in their assumptions could materially
impact their respective outcomes) related to:
· The impairment of goodwill within the North America Cyber
Security (CGU); and
· The reallocation of goodwill within the Europe Cyber Security
CGU.
Impairment of goodwill - North America Cyber Security
This estimate involved a calculation of sustainable earnings, within which the
gross margin used was a key assumption, which had the potential to result in
material adjustments to the carrying amounts of goodwill.
Reallocation of goodwill - Europe Cyber Security
This estimate involved an allocation of goodwill between the Fox Crypto CGU
and the remaining Europe Cyber Security CGU. This was based on a calculation
of adjusted relative fair values, within which the revenue used was a key
assumption. The goodwill allocated to the Fox Crypto CGU was reclassified as
an asset held for sale at 30 September 2024 and was derecognised on 28 March
2025 following the completion of the disposal of Fox Crypto (see note 9).
No further impairments or changes to goodwill allocations have occurred in the
six months ended 31 March 2025. For further information on the Group's
impairment methodology and sensitivity analyses, refer to the Group's annual
report and accounts for the period ended 30 September 2024.
3. Segmental information
The Group is organised into the following two (2024: two) reportable segments:
Cyber Security and Escode. The two reporting segments provide distinct types
of service. Within each of the reporting segments the operating segments
provide a homogeneous group of services. These operating segments are deemed
to hold similar economic characteristics. The operating segments are grouped
into the reporting segments on the basis of how they are reported to the Chief
Operating Decision Maker (CODM) for the purposes of IFRS 8 'Operating
Segments', which is considered to be the Board of Directors of NCC Group plc.
Operating segments are aggregated into the two reportable segments based on
the types and delivery methods of services they provide, common management
structures, and their relatively homogeneous commercial and strategic market
environments. Performance is measured based on reporting segment profit, with
interest and tax not allocated to business segments. There are no
intra-segment sales.
Segmental analysis H1 2025 Cyber Security Escode Central and Total Group
£m £m head office £m
£m
Revenue 123.5 33.3 - 156.8
Cost of sales (79.0) (10.0) - (89.0)
Gross profit 44.5 23.3 - 67.8
Gross margin % 36.0% 70.0% - 43.2%
Other administrative expenses (33.2) (8.2) (3.4) (44.8)
Share-based payments (0.3) (0.3) (0.9) (1.5)
Depreciation (3.1) (0.6) (1.4) (5.1)
Amortisation of software and development costs (0.4) (0.3) (0.5) (1.2)
Amortisation of acquired intangibles (0.6) (2.5) (1.5) (4.6)
Individually Significant Items (Note 4) (1.7) - 11.1 9.4
Operating profit 5.2 11.4 3.4 20.0
Finance costs (3.4)
Profit before taxation 16.6
Taxation (0.6)
Profit for the period 16.0
Segmental analysis H1 2024 Cyber Security Escode Central and Total Group
£m £m head office £m
£m
Revenue 133.9 32.9 - 166.8
Cost of sales (84.9) (10.5) - (95.4)
Gross profit 49.0 22.4 - 71.4
Gross margin % 36.6% 68.1% - 42.8%
Other administrative expenses (33.6) (8.9) (2.2) (44.7)
Share-based payments 0.3 0.1 (1.6) (1.2)
Depreciation (4.0) (0.2) (1.1) (5.3)
Amortisation of software and development costs (0.6) - (0.7) (1.3)
Amortisation of acquired intangibles (0.6) (2.7) (1.5) (4.8)
Individually Significant Items (Note 4) (2.4) - - (2.4)
Operating profit/loss) 8.1 10.7 (7.1) 11.7
Finance costs (3.3)
Profit before taxation 8.4
Taxation (2.2)
Profit for the period 6.2
Revenue is disaggregated by primary geographical market, by category and
timing of revenue recognition as follows:
Revenue by originating country Cyber Security Escode H1 2025 Cyber Security Escode H1 2024
Total Total
£m £m £m £m £m £m
UK & APAC 65.4 14.9 80.3 69.1 14.0 83.1
North America 28.6 16.4 45.0 33.4 16.8 50.2
Europe 29.5 2.0 31.5 31.4 2.1 33.5
Total revenue 123.5 33.3 156.8 133.9 32.9 166.8
Revenue by category Cyber Security Escode H1 2025 Cyber Security Escode H1 2024
Total Total
£m £m £m £m £m £m
Services 120.7 33.3 154.0 131.0 32.9 163.9
Products 2.8 - 2.8 2.9 - 2.9
Total revenue 123.5 33.3 156.8 133.9 32.9 166.8
Timing of revenue recognition Cyber Security Escode H1 2025 Cyber Security Escode H1 2024
Total Total
£m £m £m £m £m £m
Services and products transferred over time 113.6 22.0 135.6 116.2 22.0 138.2
Services and products transferred at a point in time 9.9 11.3 21.2 17.7 10.9 28.6
Total revenue 123.5 33.3 156.8 133.9 32.9 166.8
Cyber Security revenue analysed by type of service and capability:
% Constant Currency (1) %
change H1 2024 £m change at constant currency (1)
at actual rates
H1 2025 H1 2024 H1 2025
£m £m £m
Technical Assurance Services (TAS) 45.6 52.9 (13.8%) 45.6 52.2 (12.6%)
Consulting and Implementation (C&I) 21.9 22.7 (3.5%) 21.9 22.5 (2.7%)
Managed Services (MS) 37.7 36.9 2.2% 37.7 36.6 3.0%
Digital Forensics and Incident Response (DFIR) 6.3 7.7 (18.2%) 6.3 7.6 (17.1%)
Other services 12.0 13.7 (12.4%) 12.0 13.3 (9.8%)
Total Cyber Security 123.5 133.9 (7.8%) 123.5 132.2 (6.6%)
Escode revenues analysed by service line:
% Constant Currency (1) %
change at actual rates H1 2024 change at constant currency (1)
H1 2025 H1 2024 H1 2025 £m
£m £m £m
Escrow contracts 22.0 22.0 - 22.0 21.8 0.9%
Verification services 11.3 10.9 3.7% 11.3 10.9 3.7%
Total Escode revenue 33.3 32.9 1.2% 33.3 32.7 1.8%
1: Revenue at constant currency is an Alternative Performance Measures (APMs)
and not an IFRS measure. See unaudited appendix 1 and the Financial Review for
an explanation of APMs and adjusting items, including a reconciliation to
statutory information.
4. Individually Significant Items
The Group separately identifies items as Individually Significant Items. Each
of these is considered by the Directors to be sufficiently unusual in terms of
nature or scale so as not to form part of the underlying performance of the
business. They are therefore separately identified and excluded from adjusted
results (as explained in unaudited appendix 1 and within the financial
review).
Reference H1 2025 H1 2024 £m
£m
Fundamental reorganisation costs A 1.7 1.7
Profit on disposal of Fox Crypto B (11.3) -
Transaction costs incurred on disposal of DetACT business C - 0.7
Costs associated with strategic review of Escode business D 0.2 -
Total ISIs (9.4) 2.4
(A) Fundamental re-organisation costs
In order to implement the next chapter of the Group's strategy to enhance
future growth, certain strategic actions are required including reshaping the
Group's global delivery and operational model. This reshaping is considered a
fundamental reorganisation and restructuring programme that will span
reporting periods, and the total project size and nature are considered in
totality. The programme commencement was accelerated following the Group
experiencing specific market conditions that validated the rationale of the
next chapter of the Group's strategy. The programme has three planned phases
as follows:
• Phase 1 (March-April 2023) - initial reduction in global
delivery and operational headcount; c.7% reduction of the Group's global
headcount.
• Phase 2 (June-September 2023) - a further reduction in
global delivery, operational and corporate functions headcount prior to
opening our offshore operations and delivery centre in Manila.
• Phase 3 (October 2023- December 2025) - The Groups intention
remains for phase 3 of the reorganisation to complete by December 2025;
however this will continue to be monitored as the transformation strategy
progresses as we ensure the operating model is market aligned and delivery
focused to support the underlying Cyber Security business strategy.
Costs of £1.7m (H1 2024: £1.7m) and a cash outflow of £1.6m (H1 2024:
£1.5m) have been incurred in relation to the implementation of this
re-organisation. These costs primarily consist of severance payments,
associated taxes, and professional fees for advisory and legal services.
It is expected that costs will continue to be incurred for the remainder of
FY25 and into FY26. The Group will need to exercise judgement in assessing
whether restructuring items should be classified as ISIs. This assessment will
consider the nature of the item, its cause, the scale of its impact on
reported performance, the resulting benefits, and alignment with the original
reorganisation programme's principles and plans.
(B) Profit on disposal of Fox Crypto
On 28 March 2025, the Group completed the disposal of Fox Crypto to CR Group
Nordic AB for gross cash consideration of £65.6m.
A gain of £11.3m has been recognised within ISIs in the 6-month period ended
31 March 2025, calculated as cash consideration of £65.6m, less net assets
disposed of £52.3m and transaction costs of £2.0m incurred in the period.
An additional £1.5m of related transaction costs were recognised in ISIs in
the 16-month period ended 30 September 2024. After accounting for these, the
total gain on disposal amounts to £9.8m. Refer to Note 9 for further details,
including a reconciliation of the gain on disposal.
As this represents a material gain on disposal, this has been classified as a
separate line item within the unaudited condensed interim income statement.
(C) Transaction costs incurred on the disposal of DetACT
In the 6-month period ended 31 March 2024, the Group incurred £0.7m of
transaction costs in relation to the disposal of its DetACT business, which
completed on 30 April 2024.
No such costs were incurred in the 6-month period ended 31 March 2025.
(D) Costs associated with strategic review of Escode business
In February 2023, the Group announced the commencement of a strategic review
of its Escode business and other core and non-core assets. The review of the
Escode business was subsequently stopped in June 2023, which was reinforced
within the Group's 2024 annual report. However, during the six-month period
ended 31 March 2025, the Group confirmed that it was exploring a number of
options for its Escode business, including a potential sale. The process
remained at a very early stage, with no proposals received and no decision
made on whether to proceed with any transaction as at 31 March 2025.
Additional professional fees totalling £0.2m (H1 2024: £nil) were incurred
during the period, primarily relating to advisory support services. These
costs meet the Group's policy for inclusion as ISIs, having been incurred as
part of the wider restructuring and reorganisation activities ongoing within
the Group.
5. Dividends
H1 2025 H1 2024
Dividends recognised but not paid in the period (£m) 4.6 4.7
Dividends per share recognised but not paid in the period (pence) 1.50p 1.50p
Dividends per share proposed but not recognised in the period (pence) 1.50p 1.50p
The interim dividend of 3.15p which was declared and recognised during the 16
month period ended 30 September 2024 of £9.8m was paid on 1 October 2024.
The final dividend of £4.6m for the period ended 30 September 2024 of 1.50p
per ordinary share was recommended by the Board on 5 December 2024 and was
subsequently paid on 4 April 2025 and therefore included within non-trade
payables at 31 March 2025.
The Board has declared an interim dividend of 1.50p per ordinary share (H1
2024: 1.50p) for the period ended 31 March 2025. This represents a dividend
equal to that paid in the prior period. The proposed interim dividend was
recommended by the Board on 19 June 2025 and will be paid on 1 August 2025, to
shareholders on the register at the close of business on 4 July 2025. The
ex-dividend date is 3 July 2025. The dividend has not been included as a
liability as at 31 March 2025. The payment of this dividend will not have any
tax consequences for the Group.
6. Taxation
The tax charge for the 6 months ended 31 March 2025 is £0.6m (H1 2024:
£2.2m)
The Group's effective tax rate for the period is 3.6% (H1 2024: 26.2%), based
on the estimated annual effective tax rate expected for the full year, applied
to the pre-tax profit for the interim period. The decrease in the effective
tax rate from H1 2024 to H1 2025 is primarily due to the gain on disposal of
Fox Crypto, which was non-taxable.
7. Earnings per ordinary share (EPS)
Earnings per ordinary share are shown below:
H1 2025 H1 2024
£m £m
Statutory earnings for the period 16.0 6.2
2025 2024
Number Number
of shares of shares
m m
Weighted average number of shares in issue 314.7 313.4
Less: Weighted Average Holdings by Group ESOT (6.9) (0.9)
Basic weighted average number of shares in issue 307.8 312.5
Dilutive effect of share options 5.1 2.6
Diluted weighted average shares in issue 312.9 315.1
For the purposes of calculating the dilutive effect of share options, the
average market value is based on quoted market prices for the period during
which the options are outstanding.
Group H1 2025 H1 2024
pence pence
Earnings per ordinary share
Basic 5.2 2.0
Diluted 5.1 2.0
8. Goodwill and intangible assets
Customer contracts and relationships
Development costs Intangibles sub-total
Goodwill Software Total
£m £m £m £m £m £m
Cost:
At 1 October 2024 257.2 21.8 2.3 170.0 194.1 451.3
Additions - 0.2 0.1 - 0.3 0.3
Effects of movements in exchange rates 2.8 (0.1) - 3.8 3.7 6.5
At 31 March 2025 260.0 21.9 2.4 173.8 198.1 458.1
Accumulated amortisation and impairment:
At 1 October 2024 (100.7) (16.5) (1.1) (87.3) (104.9) (205.6)
Charge for period - (0.6) (0.6) (4.6) (5.8) (5.8)
Effects of movements in exchange rates - - (0.1) (0.4) (0.5) (0.5)
At 31 March 2025 (100.7) (17.1) (1.8) (92.3) (111.2) (211.9)
Net book value:
At 30 September 2024 156.5 5.3 1.2 82.7 89.2 245.7
At 31 March 2025 159.3 4.8 0.6 81.5 86.9 246.2
8. Goodwill and intangible assets (continued)
Customer contracts and relationships
Development costs Intangibles sub-total
Goodwill Software Total
£m £m £m £m £m £m
Cost:
At 1 October 2023 326.7 10.6 14.1 181.5 206.2 532.9
Additions - 0.3 0.5 - 0.8 0.8
Impairment - (0.3) - - (0.3) (0.3)
Assets classified as held for sale (5.9) (4.0) - - (4.0) (9.9)
Effects of movements in exchange rates (4.7) (0.1) (0.3) (3.5) (3.9) (8.6)
At 31 March 2024 316.1 6.5 14.3 178.0 198.8 514.9
Accumulated amortisation:
At 1 October 2023 (68.8) (4.3) (12.6) (79.9) (96.8) (165.6)
Charge for period - (0.7) (0.6) (4.8) (6.1) (6.1)
Assets classified as held for sale - 2.6 - - 2.6 2.6
Effects of movements in exchange rates - 0.1 0.4 0.2 0.7 0.7
At 31 March 2024 (68.8) (2.3) (12.8) (84.5) (99.6) (168.4)
Net book value:
At 30 September 2023 257.9 6.3 1.5 101.6 109.4 367.3
At 31 March 2024 247.3 4.2 1.5 93.5 99.2 346.5
Cash generating units (CGUs)
Goodwill and intangible assets are allocated to CGUs in order to be assessed
for potential impairment. CGUs are defined by accounting standards as the
lowest level of asset groupings that generate separately identifiable cash
inflows that are not dependent on other CGUs.
The CGUs and the allocation of goodwill to those CGUs are shown below:
Cash generating units
31 31 30
March March September
2025 2024 2024
£m £m £m
UK Escode 22.8 22.8 22.8
North America Escode 82.9 85.1 80.1
Europe Escode 7.1 7.2 7.1
Total Escode 112.8 115.1 110.0
UK and APAC Cyber Security 44.3 44.3 44.3
North America Cyber Security - 32.2 -
Europe Cyber Security 2.2 55.7 2.2
Total Cyber Security 46.5 132.2 46.5
Total Group 159.3 247.3 156.5
9. Disposal
At 30 September 2024, the assets and liabilities associated with the planned
disposal of Fox Crypto were classified as held for sale (for further details
please refer to note 18 of the 2024 Group Annual Report and Accounts). On 28
March 2025, the Group completed the disposal of its entire 100% interest in
Fox Crypto, a foreign operation, for total cash consideration of £65.6m.
Following completion, no interest was retained in the entity and no contingent
consideration was recognised.
The disposal resulted in an overall gain of £9.8m, recognised within
individually significant items (see Note 4 for further details).
The assets and liabilities included as part of the disposal were as follows:
2025
£m
Attributable goodwill (52.1)
Intangible fixed assets (0.1)
Tangible fixed assets (1.0)
Right-of-use-assets (0.6)
Inventories (0.5)
Trade and other receivables (6.2)
Contract assets (2.2)
Cash and cash equivalents (4.2)
Trade and other payable 2.7
Deferred income 2.8
Lease liabilities 0.6
Provisions 0.6
Cumulative currency translation adjustment 7.9
Net assets disposed of (52.3)
Total consideration 65.6
Transaction costs incurred during the 6-month period ended 31 March 2025 (2.0)
Gain on disposal - recognised as an individually significant item (note 4) 11.3
Transaction costs incurred during the 16-month period ended 30 September 2024 (1.5)
Total transaction costs (3.5)
Overall gain on disposal (note 4) 9.8
Satisfied by:
Cash and cash equivalents 65.6
Total consideration 65.6
As part of the disposal, a cumulative currency translation adjustment of
£7.9m was recycled from equity to the income statement and recognised within
the gain on disposal. The net cash inflow on disposal was £61.4m, comprising
gross consideration of £65.6m less £4.2m of cash disposed of on completion.
At 31 March 2024, assets and liabilities of £8.8m and £3.0m respectively
were classified as held for sale in relation to the Group's DetACT business.
This disposal completed on 30 April 2024. For further details, refer to Note
33 of the 2024 Group Annual Report and Accounts.
No assets or liabilities were classified as held for sale as at 31 March 2025.
During the 6 months ended 31 March 2024, the Group received the final
contingent consideration payment of £1.7m relating to the disposal of its DDI
business, which completed in December 2022. For further details, refer to
Note 33 of the 2024 Group Annual Report and Accounts.
10. Post balance sheet event
On 28 April 2025, NCC Group plc entered into a new four-year £120 million
multi-currency revolving credit facility ("RCF"), with an additional £50
million uncommitted accordion option, expiring in April 2029.
This new facility replaces the Group's previous £162.5 million RCF, which was
due to expire on 22 December 2026.
Appendix 1 - Unaudited APM's/non-statutory measures reconciliation to IFRS
measures
As referenced in the financial review, the APMs used by the Group are not
defined terms under IFRS and therefore may not be comparable with similarly
titled measures reported by other companies. They are not intended to be a
substitute for, or superior to, IFRS measures.
We believe these APMs provide readers with important additional information on
our business and this information is relevant for use by investors, securities
analysts and other interested parties as supplemental measures of future
potential performance. However, since statutory measures can differ
significantly from the APMs and may be assessed differently by the reader, we
encourage you to consider these figures together with statutory reporting
measures noted. These APMs are defined below (alongside being reconciled to
IFRS measures).
Income statement measures:
APM Closest equivalent IFRS measure Adjustments to reconcile to IFRS measure Definition, purpose and considerations
made by the Directors
Constant currency revenue Revenue growth rates at actual rates of currency exchange Retranslation of comparative numbers at current year exchange rates to provide The Group reports certain geographic regions and service capabilities on a
growth rates constant currency constant currency basis to reflect the underlying performance considering
constant foreign exchange rates period on period. This involves retranslating
comparative numbers at current period rates for comparability to enable a
growth factor to be calculated.
Adjusted operating Operating profit or loss Operating profit or loss before Individually Significant Items Represents operating profit before Individually Significant Items (the only
profit adjusting item).
This measure is to allow the user to understand the Group's underlying
financial performance as measured by management.
Individually Significant Items are items that are considered unusual by nature
or scale and are of such significance that separate disclosure is relevant to
understanding the Group's financial performance and therefore requires
separate presentation in the Financial Statements in order to fairly present
the financial performance of the Group.
Adjusted profit for the period Loss for the period Loss for the period before Individually Significant Items and associated tax Represents loss for the period before Individually Significant Items and their
effects. associated tax effect.
This measure is to allow the user to calculate the Group's adjusted earnings
per share.
Adjusted earnings Operating profit or loss Operating profit or loss, before adjusting item, depreciation and Represents operating profit before adjusting item, depreciation and
before interest, tax, depreciation and amortisation (Adjusted EBITDA) amortisation. amortisation to assist in the understanding of the Group's performance.
Adjusted EBITDA is disclosed as this is a measure widely used by various
stakeholders and used by the Group to measure the cash conversion ratio.
Adjusted Statutory basic EPS Statutory basic EPS before Individually Significant Items and the tax effect Represents basic EPS before Individually Significant Items and their
basic EPS thereon associated tax effect.
This measure is to allow the user to understand the Group's underlying
financial performance as measured by management, reported to the Board and
used as a financial measure in senior management's compensation schemes.
Balance Sheet measures:
APM Closest equivalent IFRS measure Adjustments to reconcile to IFRS measure Definition, purpose and considerations
made by the Directors
Net debt excluding lease Total borrowings (excluding lease liabilities) offset by cash and cash Represents total borrowings (excluding lease liabilities) offset by cash and
liabilities equivalents cash equivalents. It is a useful measure of the progress in generating cash,
strengthening of the Group Balance Sheet position, overall net indebtedness
and gearing on a like-for-like basis.
Net debt, when compared to available borrowing facilities, also gives an
indication of available financial resources to fund potential future business
investment decisions and/or potential acquisitions.
Net debt Total borrowings (including lease liabilities) offset by cash and cash Represents total borrowings (including lease liabilities) offset by cash and
equivalents cash equivalents. It is a useful measure of the progress in generating cash,
strengthening of the Group Balance Sheet position, overall net indebtedness
and gearing including lease liabilities.
Net debt, when compared to available borrowing facilities, also gives an
indication of available financial resources to fund potential future business
investment decisions and/or potential acquisitions.
Cash flow measures:
APM Closest equivalent IFRS measure Adjustments to reconcile to IFRS measure Definition, purpose and considerations
made by the Directors
Cash conversion ratio Ratio % of net cash flow from operating activities before interest and tax Ratio % of net cash flow from operating activities before interest and tax The cash conversion ratio is a measure of how effectively operating profit is
divided by operating profit divided by Adjusted EBITDA converted into cash and effectively highlights both non-cash accounting items
within operating profit and also movements in working capital.
It is calculated as net cash flow from operating activities before interest
and taxation (as disclosed on the face of the Cash Flow Statement) divided by
adjusted EBITDA for continued and discontinued activities.
The cash conversion ratio is a measure widely used by various stakeholders and
hence is disclosed to show the quality of cash generation and also to allow
comparison to other similar companies.
Please see Financial Review for full reconciliations.
Independent review report to NCC Group plc
Report on the condensed consolidated interim financial statements
Our conclusion
We have reviewed NCC Group plc's condensed consolidated interim financial
statements (the "interim financial statements") in the Unaudited interim
results of NCC Group plc for the 6 month period ended 31 March 2025 (the
"period").
Based on our review, nothing has come to our attention that causes us to
believe that the interim financial statements are not prepared, in all
material respects, in accordance with UK adopted International Accounting
Standard 34, 'Interim Financial Reporting' and the Disclosure Guidance and
Transparency Rules sourcebook of the United Kingdom's Financial Conduct
Authority.
The interim financial statements comprise:
· the Condensed consolidated balance sheet as at 31 March 2025;
· the Condensed consolidated income statement and statement of
comprehensive income for the period then ended;
· the Condensed consolidated cash flow statement for the period
then ended;
· the Consolidated statement of changes in equity for the period
then ended; and
· the explanatory notes to the interim financial statements.
The interim financial statements included in the Unaudited interim results of
NCC Group plc have been prepared in accordance with UK adopted International
Accounting Standard 34, 'Interim Financial Reporting' and the Disclosure
Guidance and Transparency Rules sourcebook of the United Kingdom's Financial
Conduct Authority.
Basis for conclusion
We conducted our review in accordance with International Standard on Review
Engagements (UK) 2410, 'Review of Interim Financial Information Performed by
the Independent Auditor of the Entity' issued by the Financial Reporting
Council for use in the United Kingdom ("ISRE (UK) 2410"). A review of interim
financial information consists of making enquiries, primarily of persons
responsible for financial and accounting matters, and applying analytical and
other review procedures.
A review is substantially less in scope than an audit conducted in accordance
with International Standards on Auditing (UK) and, consequently, does not
enable us to obtain assurance that we would become aware of all significant
matters that might be identified in an audit. Accordingly, we do not express
an audit opinion.
We have read the other information contained in the Unaudited interim results
and considered whether it contains any apparent misstatements or material
inconsistencies with the information in the interim financial statements.
Conclusions relating to going concern
Based on our review procedures, which are less extensive than those performed
in an audit as described in the Basis for conclusion section of this report,
nothing has come to our attention to suggest that the directors have
inappropriately adopted the going concern basis of accounting or that the
directors have identified material uncertainties relating to going concern
that are not appropriately disclosed. This conclusion is based on the review
procedures performed in accordance with ISRE (UK) 2410. However, future events
or conditions may cause the group to cease to continue as a going concern.
Responsibilities for the interim financial statements and the review
Our responsibilities and those of the directors
The Unaudited interim results, including the interim financial statements, is
the responsibility of, and has been approved by the directors. The directors
are responsible for preparing the Unaudited interim results in accordance with
the Disclosure Guidance and Transparency Rules sourcebook of the United
Kingdom's Financial Conduct Authority. In preparing the Unaudited interim
results, including the interim financial statements, the directors are
responsible for assessing the group'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 to cease operations, or have no realistic alternative
but to do so.
Our responsibility is to express a conclusion on the interim financial
statements in the Unaudited interim results based on our review. Our
conclusion, including our Conclusions relating to going concern, is based on
procedures that are less extensive than audit procedures, as described in the
Basis for conclusion paragraph of this report. This report, including the
conclusion, has been prepared for and only for the company for the purpose of
complying with the Disclosure Guidance and Transparency Rules sourcebook of
the United Kingdom's Financial Conduct Authority and for no other purpose. We
do not, in giving this conclusion, accept or assume responsibility for any
other purpose or to any other person to whom this report is shown or into
whose hands it may come save where expressly agreed by our prior consent in
writing.
PricewaterhouseCoopers LLP
Chartered Accountants
Manchester
19 June 2025
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