REG - NCC Group PLC - Strategy and Trading Update Year End 30/09/2025

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RNS Number : 1126E  NCC Group PLC  21 October 2025

21 October 2025

NCC Group plc

Strategy and trading update for the year ended 30 September 2025

Adjusted EBITDA(1) expected to be in line with the Board's expectations, net
cash ahead

NCC Group plc (LSE: NCC, "NCC Group" or "the Group"), the global cyber
security and software escrow experts, today provides an update on unaudited
trading for the financial year ended 30 September 2025.

Trading update

The Board expects Group revenue on a constant currency basis (excluding
non-core disposals(2)) to have declined by c.2.5% to c.£294m with Escode
experiencing growth of c.2% to c.£66.5m offset by a Cyber Security decline of
c.4% to c.£227m.

Revenue performance in H2 on a constant currency basis (excluding non-core
disposals(2)) for both Escode and Cyber Security has steadily improved from
the position at H1 2025, with Escode H2 2025 HoH growth of c.2.5% compared to
H1 2025 HoH growth of 1.8%, and Cyber Security H2 2025 HoH decline of c.1.5%
compared to H1 2025 6.3% HoH decline.

Gross margins (excluding non-core disposals(2)) are expected to be c.44.5%
(2024: 43.9%, H1 2025: 43.2%) as the Group maintained operational discipline,
with Escode Gross margin at c.71% (2024: 68.8%, H1 2025: 70.0%) and Cyber
Security Gross margin at c.36.5% (2024: 37.0%, H1 2025: 35.0%).

The Board is pleased with the Group's overall profitability for the year, with
Adjusted EBITDA(1) expected to be c.£43.5m, in line with the Board's
expectations.

Net cash as at 30 September 2025 is expected to be c.£13m.

The Group will publish its audited Group results for the year ended 30
September 2025 on 11 December 2025.

Strategy update

On 28 April 2025, the Board confirmed that it was investigating a number of
options for its Escode business including a potential sale (Escode Review). We
currently remain in that process and we will provide a further update in due
course.

Reflecting the Board's continued confidence in the future prospects of the
Group, and the strength of the balance sheet, regardless of the outcome of the
Escode Review we intend to commence an initial share buy-back programme. This
will be carried out utilising our current shareholder authority and in
accordance with our Capital Allocation Policy, and relevant legal and
regulatory obligations. The initial share buy-back programme will not launch
before 11 December 2025 and the Board will provide further detail when
appropriate. In addition, our existing Dividend Policy will remain unchanged
by any share buy-back programme.

Further to a subsequent announcement on 16 July 2025, the Board confirms that
the Group remains in the early stages of a review of all strategic options for
its Cyber business should the Escode business be sold, this includes a range
of potential outcomes including potential offers for the entire issued and to
be issued share capital of the Company, and that no decision has been made
regarding which options will be pursued.

The UK Panel on Takeover and Mergers has confirmed that the foregoing
statement in relation to FY25 Adjusted EBITDA(1) (the "Profit Estimate")
constitutes an ordinary course profit forecast for the purposes of Note 2(b)
to Rule 28.1 of the City Code on Takeovers and Mergers (the "Takeover Code"),
to which the requirements of Rule 28.1(c)(i) of the Takeover Code apply. The
additional disclosures required by the Takeover Code are set out in the
Appendix to this announcement.

Footnotes:
1: Adjusted EBITDA includes non-core disposals (2) and after the deduction of
share based payments.

2: Non-core disposals refer to the disposals of Fox-IT Crypto and Fox DetACT.
The disposal of Fox-IT Crypto and Fox DetACT completed on 28 March 2025 and 30
April 2024, respectively. Revenue and Adjusted EBITDA (before management
charges) for these non-core disposals in H1 2025 amounted to £11.5m (H1 2024:
£13.2m, 2024: £24.0m) and £3.1m (H1 2024: £4.5m, 2024: £7.6m)
respectively.

Contact information

Investor enquiries:

 Yvonne Harley                                 Tel: +44 (0)7824 412405

 VP, Investor Relations & Sustainability       Email: Investor_Relations@nccgroup.com
                                               (mailto:Investor_Relations@nccgroup.com)

Media enquiries:

 H/Advisors Maitland  Tel: +44 (0)7900 000777

 Neil Bennett         Email: NCCGroup-maitland@h-advisors.global
                      (mailto:NCCGroup-maitland@h-advisors.global)

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.
2,000 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 & 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.

APPENDIX: RULE 28 OF THE TAKEOVER CODE

The UK Panel on Takeovers and Mergers has confirmed that the Profit Estimate
constitutes an ordinary course profit forecast for the purposes of Note 2(b)
to Rule 28.1 of the Takeover Code, to which the requirements of Rule
28.1(c)(i) of the Takeover Code apply.

Directors' confirmation

The directors have considered the Profit Estimate and confirm that it remains
valid as at the date of this statement, has been properly compiled and the
basis of the accounting used is consistent with the Group's existing
accounting policies.

Basis of preparation

The Profit Estimate is based on the Group's current internal unaudited
consolidated accounts for the year ended 30 September 2025. The Profit
Estimate is not based on any assumptions. The basis of the accounting policies
used in the Profit Estimate is consistent with the existing accounting
policies of the Group, which uses 'Alternative Performance Measures' or other
non-International Financial Reporting Standards measures and then reconciles
such measures to International Financial Reporting Standards as approved by
the International Accounting Standards Board and adopted by the European
Union.

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